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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Name of each exchange on which registered | |
* |
The ordinary shares are |
Title of class |
Number of shares outstanding | |
Ordinary Shares, par value Ps.1.00 per share |
| Large accelerated filer | ☐ | ☒ | ||||
| Non-accelerated filer | ☐ | Emerging growth company | ||||
| U.S. GAAP | ☐ | International Financial Reporting Standard s |
☒ | Other | ☐ |
Auditor firm ID: |
Auditor name: | (Member of Ernst Young Global Limited) |
Auditor location: | |||||||
Auditor firm ID: |
Auditor name: | Auditor location: |
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TABLE OF CONTENTS
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| PART II | ||||||
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| MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
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| PURCHASES OF EQUITY SECURITIES BY ONE ISSUER AND AFFILIATED PERSONS |
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| 191 | ||||||
| 194 | ||||||
| DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
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| PART III | ||||||
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FORWARD-LOOKING STATEMENTS
This Form 20-F contains words, such as “believe”, “expect”, “estimate”, “intend”, “plan”, “may” and “anticipate” and similar expressions that identify forward-looking statements, which reflect our views about future events and financial performance. Actual results could differ materially as a result of factors beyond our control, including but not limited to:
| • | changes in general economic, business or political or other conditions in the Republic of Argentina (“Argentina” or “the Republic”) or changes in general economic or business conditions in Latin America; |
| • | an outbreak of a new pandemic or the worsening of the ongoing Covid-19 pandemic; |
| • | changes in exchange rates or capital markets in general that may affect policies towards or lending to Argentina or Argentine companies; |
| • | increased costs and decreased income related to macroeconomic variables such as exchange rates and the Consumer Price Index (“CPI”) in Argentina; |
| • | unanticipated increases in financing and other costs or the inability to obtain additional debt, equity or wholesale financing on attractive terms or at all; and |
| • | the factors discussed under “Item 3. Key Information—D. Risk Factors”. |
Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Banco BBVA Argentina S.A. (“BBVA Argentina” or the “Bank”) undertakes no obligation to update or revise these forward-looking statements or to publicly release the results of any revisions to these forward-looking statements. The accompanying information in this annual report, including, without limitation, the information under “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” identifies important factors that could cause material differences between any forward-looking statements and actual results.
PRESENTATION OF FINANCIAL INFORMATION
General
The Bank’s audited consolidated financial statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 included herein (the “Consolidated Financial Statements”) are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS-IASB”).
All 2022, 2021 and 2020 data included in this report have been prepared in accordance with IFRS-IASB for the sole purpose of filing this annual report on Form 20-F with the U.S. Securities and Exchange Commission (“SEC”).
The statutory consolidated annual financial statements that the Bank prepares to comply with the requirements of the Argentine Central Bank (the “Central Bank” or “BCRA”) are prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB except for:
| (i) | the application of the expected credit loss model set forth under paragraph 5.5. of IFRS 9 for debt instruments issued by the public sector; |
| (ii) | for 2021 and 2020, the accounting treatment applied to the investment held by the Bank in Prisma Medios de Pago S.A., which was made on the basis of the provisions of Memoranda No. 7/2019 and No. 8/2021 issued by the BCRA, each dated on April 29, 2019 and May 22, 2021, respectively. In March 2022, we transferred to a third party the shares we owned in Prisma Medios de Pago S.A and, as a result the income (loss) thereof was recorded in the three-month period ended March 31, 2022. If the fair value of our interest in Prisma Medios de Pago S.A. had been determined on the basis of IFRS-IASB, the income (loss) for previous years and for the year ended December 31, 2022 would have been different. This accounting treatment does not affect the shareholders’ equity value as of December 31, 2022; and |
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| (iii) | the treatment to be applied to uncertain tax positions, which follows the guidance prescribed by Memorandum No. 6/2017 Financial Reporting Framework Established by the BCRA issued on May 29, 2017. As of December 31, 2021, such provision had been reversed in the statutory consolidated financial statements. |
Because of such differences, our statutory consolidated annual financial statements for the fiscal years ended December 31, 2022, 2021 and 2020 are not comparable with the Consolidated Financial Statements included herein. In addition, we will continue to have differences during 2023 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2023. Consequently, our interim financial information for 2023 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F. We refer in this annual report on Form 20-F to IFRS-IASB as adjusted by the regulations of the BCRA as “IFRS-BCRA”.
The Consolidated Financial Statements consolidate all the subsidiaries of the Bank in which the Bank holds direct or indirect control. See “Item 4. Information on the Company—C. Organizational Structure” for an organizational chart of BBVA Argentina and its subsidiaries.
In this annual report, references to “$”, “US$”, “U.S. dollars”, “US dollars” and “dollars” are to United States dollars and references to “Ps.”, “Pesos” and “pesos” are to Argentine pesos. Percentages and certain dollar and peso amounts have been rounded for ease of presentation. Unless otherwise stated, all market share and other industry information has been derived from information published by the Central Bank.
Unless otherwise indicated, financial information contained in this annual report reflects the consolidation of the following subsidiaries at the year end and for the fiscal years indicated below:
| As of and for the year ended December 31, | ||||||
| Entity |
2022 | 2021 | 2020 | |||
| Volkswagen Financial Services Compañía Financiera S.A. |
X | X | X | |||
| Consolidar AFJP S.A. (undergoing liquidation proceedings) |
X | X | X | |||
| BBVA Asset Management Argentina S.A.U. |
X | X | X | |||
| PSA Finance Argentina Compañía Financiera S.A. |
X | X | X | |||
IAS 29 Financial Reporting in Hyperinflationary Economies requires that an entity whose functional currency is the currency of a hyperinflationary economy must state its assets, liabilities, income and expenses in terms of the measuring unit current at the end of the reporting period (December 31, 2022). The Bank has applied IAS 29 as follows for purposes of the Consolidated Financial Statements:
| • | Restated the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and consolidated statements of cash flow for the years ended December 31, 2021 and 2020. |
| • | Restated the consolidated statement of financial position as of December 31, 2021. |
| • | Adjusted the consolidated statement of financial position as of December 31, 2022. |
| • | Adjusted the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and consolidated statements of cash flow for the year ended December 31, 2022, including the calculation and separate disclosure of the gain or loss on the net monetary position. |
For further information regarding the methodology and criteria applied see Note 2.1.5 to the Consolidated Financial Statements.
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Exchange Rates” for information regarding the evolution of rates of exchange since 2018.
All figures and percentages of variations in this annual report on Form 20-F, unless otherwise stated, are presented in the measuring unit current at December 31, 2022. All comparisons of the financial system contained in this annual report on Form 20-F are presented in nominal terms.
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CERTAIN TERMS AND CONVENTIONS
The terms below are used as follows throughout this report:
| • | “BBVA Argentina”, the “Bank” or the “Company” and terms such as “we”, “us” and “our” mean Banco BBVA Argentina S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires. |
| • | “BBVA” or the “BBVA Group” means Banco Bilbao Vizcaya Argentaria, S.A. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires. |
| • | “Consolidated Financial Statements” means our audited consolidated financial statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020, prepared in accordance with IFRS-IASB and included in this annual report on Form 20-F. |
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- PART I -
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
| A. | Selected Financial Data |
Reserved.
| B. | Capitalization and indebtedness |
Not applicable.
| C. | Reasons for the offer and use of proceeds |
Not applicable.
| D. | Risk Factors |
The following summarizes some, but not all, of the risks provided below. Please carefully consider all of the information discussed in this Item 3.D. “Risk Factors” in this annual report for a more thorough description of these and other risks:
| • | Risks Relating to Argentina |
| • | economic and political instability in Argentina; |
| • | current levels of inflation; |
| • | high levels of public spending; |
| • | the effects on the Argentine economy of economic events in other markets; |
| • | a decline in international prices for Argentina’s principal commodity exports; |
| • | exchange controls and restrictions on capital inflows and outflows; |
| • | the insufficiency of the measures adopted to resolve the crisis in the energy sector; |
| • | any failure to adequately address actual and perceived risks of institutional deterioration and corruption; |
| • | fluctuations in the value of the peso; |
| • | the inability of the Republic to obtain financing on satisfactory terms; |
| • | salary increases or additional employments benefits as a result of government measures or pressure from union sectors; |
| • | government intervention in the Argentine economy; |
| • | amendments to the Central Bank’s Charter and the Convertibility Law; |
| • | an outbreak of a new pandemic or the worsening of the ongoing Covid-19 pandemic; and |
| • | exposure to risks in connection with climate change. |
| • | Risks Relating to the Argentine Financial System and to BBVA Argentina |
| • | the short-term structure of the deposit base of the Argentine financial system, including the deposit base of the Bank, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation; |
| • | reduced spreads between interest rates received on loans and those paid on deposits; |
| • | volatility in interest rates; |
| • | a mismatch between UVA (“Unidad de Valor Adquisitivo”, in Spanish) loans and UVA deposits; |
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| • | the inaccuracy and/or insufficiency of our estimates and established reserves for credit risk and potential credit losses; |
| • | increased competition in the banking industry; |
| • | activities across the BBVA Group could adversely affect us; |
| • | the dependency of our credit ratings on Argentine sovereign credit ratings; |
| • | the increasing dependency of the financial industry on information technology systems; |
| • | security risks; |
| • | an increase in fraud or transaction errors; |
| • | any insolvency proceeding against us that could subject us to the powers of, and intervention by, the Central Bank; |
| • | lawsuits brought against us outside Argentina; |
| • | class actions against financial institutions for an indeterminate amount; |
| • | the ability of BBVA, our controlling shareholder, to direct our business; |
| • | our ability to grow our business is dependent on our ability to manage our relationships with partners and grow our deposit base; |
| • | acquisitions that could adversely affect the value of the Bank; |
| • | any adverse consequences related to our calculation of income tax for the years ended December 31, 2018 and 2020; |
| • | the application of IAS 29 to our Consolidated Financial Statements; and |
| • | restrictions on our ability to pay dividends. |
| • | Legal, Regulatory and Compliance Risks |
| • | material weaknesses in our internal control over financial reporting; |
| • | our operations are conducted in a highly regulated environment; |
| • | the instability of the regulatory framework, in particular the regulatory framework affecting financial institutions; |
| • | our exposure to multiple provincial and municipal legislation and regulations; |
| • | limitations arising from the Consumer Protection Law and the Credit Card Law; |
| • | compliance risks; |
| • | differences between U.S. and Argentine corporate disclosure, governance and accounting standards; and |
| • | special rules that govern the priority of different stakeholders of financial institutions in Argentina. |
Risks Relating to Argentina
Overview
We are an Argentine corporation (sociedad anónima), and the vast majority of our operations, properties and customers are located in Argentina. Accordingly, the quality of our assets, our financial condition and our results of operations are significantly affected by macroeconomic and political conditions prevailing in Argentina.
Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.
The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as inflation, price controls, foreign exchange controls, fluctuations in foreign currency exchange rates and interest rates, governmental policies regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement in business activities, and civil unrest and local security concerns.
In 2001 and 2002, the Argentine economy suffered a severe economic and political crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations and introducing emergency measures and several changes in economic policies that affected utilities, financial institutions and many other sectors of the economy. Argentina also suffered a significant real devaluation of the peso, which in turn caused numerous Argentine private sector debtors with foreign currency
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exposure to default on their outstanding debt. Restrictions on deposit withdrawals from the banking system were implemented, as dollar denominated loans and deposits were “pesified” (reclassified as peso denominated) and maturities reprogrammed. Following that crisis, Argentina substantially recovered its real gross domestic product (“GDP”), which grew by 8.9% in 2005, 8.0% in 2006, 9.0% in 2007 and 4.1% in 2008. In 2009, an extended drought, which reduced agricultural production, and the effects of the global economic crisis led to a 5.9% GDP contraction. GDP growth was strong in 2010 and 2011, increasing to 10.1% and 6.0%, respectively. However, the economy has not been able to attain sustained GDP growth since then, as the country has experienced several adverse economic cycles, currency crises and the impact of Covid-19. As a consequence, in 2020 real GDP was 12% below the 2011 level.
The economic and financial environment in Argentina was significantly influenced by the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. Mr. Macri’s administration (the “Macri administration”) assumed office on December 10, 2015 and launched a wide array of measures intended to correct the longstanding fiscal and monetary policies that had resulted in recurrent public sector deficits, high inflation, pervasive foreign exchange controls and limited foreign investment. In 2016, the elimination of foreign exchange restrictions and rebalancing of utility rates led to an increase in inflation of 41% year-on-year according to the City of Buenos Aires index at year end and to a considerable decline in consumption. As a result, GDP fell by 1.8% in 2016. Once the main imbalances were eliminated, the economy picked up again in 2017, with GDP growing 2.9% and inflation slowing to 24.8% year-on-year, though higher than the goal defined by the Central Bank.
The Macri administration carried out a gradual approach intended to reduce the significant fiscal and current account deficit and to correct the macroeconomic imbalances received from the previous administration. This gradual approach ended abruptly in the second quarter of 2018 due to a combination of domestic impacts (mainly a severe drought), a deterioration of the global financial environment (including an increase in US interest rates and the US-China trade war) coupled with policy errors (including a change to BCRA inflation targets and a capital gains tax), which brought about significant capital outflows from Argentina and the closing of global credit markets for Argentine issuers. From April 30 to July 31, 2018, the Argentine peso (based on the reference exchange rate of the Central Bank) depreciated 32.1% despite frequent exchange market interventions. Even after a strong adjustment of monetary policy and assistance from the International Monetary Fund (“IMF”) in the form of a stand-by high-access agreement of US$50 billion signed in mid-June 2018, tensions in the foreign exchange market reemerged in August, with the peso devaluating by 35.8% during that month in a strong sell-off of Argentine assets. Between April and September 2018, nearly US$14 billion of international reserves were lost due to sales of U.S. dollars by the Central Bank in the foreign exchange market.
Monetary policy was highly influenced by the IMF plan, and by the end of September 2018, a new monetary and foreign exchange scheme was announced. This scheme was adopted in order to control exchange rate volatility by absorbing all excess liquidity in pesos, holding the nominal monetary base constant until December 2018. It also set wide bands within which the foreign exchange rate could float. It allowed currency to be stabilized until February 2019. The peso appreciated 5% between September 30, 2018 and February 28, 2019 (from Ps.40.89/US$ to Ps.39.00/US$) and interest rates of Central Bank Liquidity Bills (Leliq) fell in that period more than 2,900 basis points from the peak. By the end of April 2019, the Central Bank changed its exchange rate scheme by eliminating intervention bands, which became exchange reference bands since intervention of the Central Bank in the exchange market was allowed at any level of the exchange rate of the peso, which led to the stability of the peso until the primary elections of August 11, 2019 (on August 9, 2019 the exchange rate closed at Ps.45.40/US$, 1.6% above the value as of April 29, 2019). However, the unexpected loss by a 15 points gap of President Macri to Alberto Fernández in those elections caused the exchange market to react negatively, and the reference exchange rate rose 10.3 pesos on Monday, August 12, 2019, a 22.8% increase over the value recorded the prior Friday, and finished 2019 at Ps.59.89/US$ with high volatility. On August 28, 2019, Argentina announced a new schedule of payment on its short term local debt, including instruments like Lecap, Letes, Lecer and Lelink, where original dates of payment were postponed between three and six months.
During 2019, the IMF advanced disbursements planned to be made in 2020 and 2021 within the framework of a revised agreement that required an additional fiscal adjustment in 2019, including reaching the goal of a primary deficit of 0% of GDP, the strengthening of Central Bank reserves with the support of official creditors and the continuity of orthodox monetary and fiscal policies. This was part of a new program established in October 2018.
In October 2019, Alberto Fernández was elected president of Argentina and took office on December 10, 2019. Since then, his government (the “Fernandez administration”) has implemented a wide range of economic and political reforms, including limiting access to the exchange market for individuals (seeking to contain the exchange rate without losing reserves) and the adoption of Law No. 27,541 on Social Solidarity and Productive Reactivation (the “Solidarity Law”), which covers a wide range of political and economic areas and adopts measures that have had, and continue to have, a significant impact on the Argentine
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economy, including the declaration of a public emergency in economic, financial, fiscal, administrative, pensions, utility rates and energy issues, as well as health and social services. The Solidarity Law also increased taxes, while providing incentives for production and benefits for the poorest and most vulnerable sectors. Moreover, the Solidarity Law also set up the “Tax for an Inclusive and Solidary Argentina” (the “PAIS Tax”) which will be in force for a five-year period since its enactment, which applies a 30% rate on banknotes purchases in foreign currency for hoarding purposes, the acquisition of foreign services, and cross-border transportation services.
The Fernández administration has also undertaken a sovereign debt restructuring designed to make Argentina’s debt sustainable, including through the reschedulement of maturities of sovereign securities, some of which were held by the Bank. As of December 31, 2020, sovereign debt securities affected by these measures and held by the Bank represented 2.67% of the Bank’s total assets. Pursuant to such debt restructuring, investors agreed to exchange their defaulted bonds by new bonds. The “Net Present Value” paid for such securities was around US$53.5 for every US$100 of nominal value, discounted at an exit yield of 10% for those securities issued during 2015-2019 and around US$59.5 for those previously issued in 2005 and 2010. Additionally, the Fernandez administration has also undertaken a restructuring of domestic debt.
Moreover, the Covid-19 crisis has adversely affected the Argentine economy. The Metropolitan Area of Buenos Aires was under Preventive and Mandatory Social Isolation (“PMSA”) from March 20, 2020 to November 8, 2020. Meanwhile, the rest of the country was subject to social distancing. These measures significantly affected the population’s ability to function normally, primarily labor intensive sectors, which significantly adversely affected the country’s economic performance in 2020. In this regard, GDP fell 9.9% in 2020 compared to 2019. However, this critical situation was partially reversed in 2021, as a result of eased mobility restrictions and a consequent increase in economic activity since the beginning of 2021 due to increased vaccination levels. See “An outbreak of a new pandemic or the worsening of the ongoing Covid-19 pandemic may have material adverse consequences on the Argentine economy.”
In 2021, Argentina held mid-term elections, testing the Fernández Administration, which received only 33.5% of the votes (compared to 48% in the elections held in 2019), while the main opposition coalition obtained 41.9% of the votes.
Thereafter, the government presented to Congress a bill for a new agreement with the IMF which would replace the Stand-By agreement (“SBA”) signed in 2018. The bill was approved in March 2022 despite the lack of endorsement by the Kirchnerist wing of the ruling coalition. The new program is an Extended Fund Facility (“EFF”), for a ten-year term, (with a grace period of 4 and a half years), and it does not require any structural reforms. Compliance with the EFF is reviewed on a quarterly basis and compliance of the economic targets is necessary to cover the maturities of the SBA. The EFF contains the minimum requirements for fiscal convergence, reserve accumulation and reduction of monetary issuance for a path towards fiscal balance in 2025, an accumulation of USD 15 billion of net international reserves in the next three years, and a reduction of the Treasury’s monetary financing to zero in 2024. Any failure to meet such targets could result in the termination of the EFF program, which could bring political, financial and exchange rate instability due to the government’s inability to access external financing.
In 2022 political and economic instability has been high, including with regards to the economic cabinet, which had three Ministers of Economy during the year. In July, following a month of very high economic and financial tensions, the Minister of Economy Martín Guzmán unexpectedly resigned being replaced by Silvina Batakis. She was appointed without the support of the entire ruling coalition, and in the midst of a failed attempt to calm financial tensions, she was replaced by Sergio Massa (a lawyer by profession and one of the main partners of the ruling coalition) only 24 days after taking office. His appointment brought calm to the markets, and since his arrival he has implemented a slow but consistent reduction of the fiscal deficit, focused on the revision of subsidies to public services tariffs, and an accumulation of international reserves centered on a multiple exchange rate scheme, with benefits for soybean exporters. Finally, direct transfers from the Central Bank to the Treasury, which was one of the promises made by Minister Massa upon taking office, have ceased so far. The lack of fiscal-monetary consistency in the short term could demand a strong monetary issuance by the BCRA, which could increase inflation and have a negative impact on investment.
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In addition to the instability caused by the successive changes in the Ministry of Economy, Vice-President Cristina Kirchner was the victim of an assasination attempt in Buenos Aires. Although Argentina had not experienced similar events in the last decades, violent political events may occur and have adverse effects on the political and social stability.
The Fernandez administration’s attempt to stabilize the economy and reduce the fiscal deficit, the trade deficit, inflation, poverty and country risk have to date proved unsuccessful. Any further measures could be detrimental to the economy and adversely affect our business, results of operations and financial condition.
If current levels of inflation continue, the Argentine economy and the Bank’s business, results of operations and financial condition could be adversely affected.
Argentina has been facing high inflation levels since 2007. According to information published by the National Institute of Statistics and Censuses (“INDEC”), the CPI increased 9.5% in 2011, 10.8% in 2012, 10.9% in 2013, 24% in 2014 and 11.9% in the ten-month period ended on October 31, 2015. INDEC stopped publishing the CPI in the period between November 2015 and April 2016, and resumed the publication of inflation rates with its new methodology for calculating the CPI as of June 2016, reflecting a cumulative increase of 16.9% from May to December 2016. The INDEC reported an annual variation of the CPI of 47.6%, 53.8%, 36.1%, 50.9% and 94.8 % in 2018, 2019, 2020, 2021 and 2022, respectively.
As a result of the devaluation of the Argentine Peso and the continuity of the process of adjustment of public service rates, as well as an unfavorable international context in terms of financing, the three-year accumulated inflation as of July 2018 was over 100%. Consequently, the Bank applied International Accounting Standard N° 29 (“IAS 29”) “Financial Reporting in Hyperinflationary Economies” as from July 1, 2018 in the preparation of the Consolidated Financial Statements accompanying this annual report, which requires the financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, either based on the historical cost method or on the current cost method, be expressed in terms of the unit of measure that is in effect at the end of the reporting period. IAS 29 does not establish an absolute inflation rate above which hyperinflation is presumed.
Likewise since January 1, 2020, financial entities supervised by the BCRA, such as the Bank, are required to prepare their statutory financial statements in accordance with IAS 29 in the preparation of their financial statements as established by Communication “A” 6651.
During the first half of 2022, and as in 2021, the government tried to contain the inflationary acceleration produced by the monetary overhang derived from the monetary issuance in 2020 and 2021, with an appreciation of the real exchange rate and a freeze in the price of utility tariffs. This strategy was inefficient to reduce inflation, which averaged 5.3% per month in the first half of 2022. In July 2022, after the sudden departure of Minister Martín Guzmán, parallel exchange rates rose 20% in one week and determined a successive remarking of prices that accelerated the already very high inflation, leading to a 6.8% monthly average in the third quarter of the year. However, since the arrival of Minister Massa, and with the slight reduction of public spending and monetary issuance, the government has managed to decrease inflation values from the monthly peak of 7.4% in July 2022. The adjustment of regulated prices (mainly utility rates) was one of the main inflationary drivers of the last months of 2022 and the beginning of 2023. Monthly inflation was 6% in January, 2023, 6.6% in February, 2023 and 7.7% in March, 2023.
We cannot predict whether any measures to be implemented by the Fernandez administration to control inflation will have the desired effect. Currently and in the past, inflation has adversely affected the Argentine economy and the government’s ability to create conditions leading to growth. An environment of high inflation rates also negatively affects Argentina’s international competitiveness, real wages, employment rates, the consumption rate, and interest rates. High levels of inflation and the high level of uncertainty regarding economic variables, have in the past, and may in the future, adversely affect economic activity, which could materially and adversely affect our business, results of operations and financial condition.
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High levels of inflation adversely affect the financial sector’s ability to provide long-term loans because of the difficulty in establishing an appropriate interest rate, typically making lending more expensive for banks, including us.
A high level of public spending could negatively affect the Argentine economy and its access to financial markets.
During the last years of the mandate of Fernández de Kirchner (the “Kirchner administration”), the government significantly increased public spending, turning to the BCRA and the Argentine Social Security Office (“ANSES”) to cover part of the funding requirements of the public administration, generated in part by the policy of subsidies to certain public services such as electricity, gas, water and transportation, which together with an expansionary monetary policy led to a greater increase in prices, all of which adversely affected consumer purchasing power and economic activity levels.
The Macri administration adopted measures to mitigate the increase in the fiscal deficit and reduce its current level. For 2017 and 2018, the Macri administration set a fiscal deficit target of 4.2% and 2.7% of GDP, respectively, achieving a fiscal deficit of 3.9% and 2.4% of GDP, respectively. Although the objective of the Macri administration was to achieve a primary fiscal deficit equivalent to 1.3% of GDP in 2019, by virtue of negotiations with the IMF and in accordance with the National Budget Law for 2019, the fiscal deficit target was reduced to 0% of GDP in 2019 with a surplus of 1% in 2020. Subsequently, this target was increased to 0.5% of GDP. The deficit in 2019 finally amounted to Ps 95,121 million, equivalent to 0.4% of GDP.
In 2020, in the face of the Covid-19 crisis, the Fernandez administration announced a package of fiscal stimulus measures to alleviate the effects of the recession, focused on sustaining the income of the most vulnerable families and companies most affected by social isolation. The combined effect of the increase in spending and the fall in revenue (due to the economic recession) produced a significant increase in the fiscal deficit in 2020. The 2020 primary fiscal deficit was 6.4% of GDP, the highest in more than 40 years. Although the Treasury showed signs of fiscal austerity by the end of 2020, the inaccessibility to debt markets forced the government to finance its fiscal needs almost exclusively with monetary issuance from the Central Bank. As of December 31, 2021, the fiscal deficit accounted for 2.0% of GDP (3.0% if IMF’s special drawing rights (“SDRs”) were not taken into account), which showed that, even though the fiscal balance was not moving towards an equilibrium as fast as the economy demanded, the fiscal gap was lower in 2021 than in 2020. The lower fiscal deficit in 2021 was not only explained by a deceleration in public spending compared to 2020 but also by a significant increase in economic activity, higher export duties and a one-off tax on large fortunes.
The government had proposed a fiscal deficit of 3.3% of GDP for 2022 at the beginning of the year through the presentation of the revenue and expenditure budget for the national public sector. However, this bill was not approved, and the government had to negotiate a fiscal deficit target with the IMF without the consensus of the political opposition. The government finally agreed to a target of 2.5% of GDP, which was complied with. The tariffs adjustment and the additional revenues received by the Treasury from taxes levied on soybean exporters who liquidated commodities at a higher exchange rate, allowed the Treasury to improve the fiscal balance. We believe that it will be critical for the government to keep reducing the fiscal deficit to ensure less reliance on debt issuance and monetary financing in order to reduce the very high levels of inflation.
The Treasury will face high debt maturities in the upcoming months and, potentially, a higher demand for financing to fund next year’s fiscal deficit. A poor performance in the local debt market, with debt rollovers below 100%, could complicate the public sector’s sources of financing, increasing the possibility of requiring higher direct financing from the Central Bank, which would increase the already high level of inflation.
In addition, any deterioration in the government’s fiscal position negatively affects its ability to access debt markets in the future and could result in greater restrictions on accessing those markets by Argentine companies, including the Bank.
A weaker fiscal position could have a material adverse effect on the government’s ability to obtain long-term financing and adversely affect economic conditions in Argentina, which could adversely affect the business, results of operations and financial condition of the Bank.
The Argentine economy could be adversely affected by economic events in other markets.
Weak or no economic growth or recession or adverse situations that affect any of Argentina’s main trading partners could negatively affect the balance of payments and, therefore, the economic growth of Argentina. In recent years, several Argentine trading partners (such as Brazil, Europe and China) have experienced significant slowdowns or periods of recession in their economies. If these slowdowns or recessions were to occur again, this could impact the demand for products that come from Argentina and thus affect its economy.
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Furthermore, the global economy faces significant challenges. There have been concerns about unrest and terrorist threats in the Middle East, Europe and Africa and conflicts involving Iran, Syria and North Korea. Likewise, economic and social crises emerged in several Latin American countries during 2019, as the economy in most of the region slowed down after almost a decade of sustained growth, among other factors. There has also been concern about the relationship between China and other Asian countries, which can result in or intensify potential conflicts in relation to territorial disputes, and the possibility of a trade war between the United States and China. Furthermore, the UK withdrew from the European Union (“Brexit”) on January 31, 2020. The medium and long-term implications of Brexit are uncertain and could adversely affect European and global market and economic conditions and could contribute to instability in global financial and currency markets. Additionally, Russia’s invasion of Ukraine, the largest military attack on a European state since World War II, has led to significant disruption, instability and volatility in global markets, as well as higher inflation ( including by contributing to further increases in the prices of energy, oil and other commodities and further disrupting supply chains) and lower growth. The EU, UK, U.S. and other governments have imposed significant sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls. The impact of such an invasion and these measures, as well as potential responses to such measures by Russia, is currently unknown and, while we have limited exposure to Ukraine and Russia, they could significantly and adversely affect our business, financial condition and results of operations.
The Covid-19 pandemic led to economic contractions in most of the world’s economies in 2020, both developed and emerging. This affected the Argentine economy mainly through trade, since the demand for its exports (mainly from Brazil and Europe) dropped substantially. In 2021, most economies experienced significant growth compared to 2020, which together with higher commodity prices (mostly soybean) during the second quarter of 2021 led to higher exports for Argentina. As a result, in 2021, the Argentine economy accumulated a US$14,750 million surplus, representing a 17.7% increase compared to 2020.
Additionally, the inflationary acceleration that has taken place in the United States and Europe has led central banks to tighten monetary policy, resulting in significant interest rate hikes. This fact restricts market access to emerging markets, including Argentina, since investors tend to invest in more stable economies.
In addition, recently, concerns have arisen with respect to the financial condition of a number of banking organizations in the United States and Europe, in particular those with exposure to certain types of depositors and large portfolios of investment securities. On March 10, 2023 Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation and the Federal Deposit Insurance Corporation was appointed receiver of Silicon Valley Bank. On March 11, 2023, Signature Bank was similarly closed and placed into receivership and concurrently the Federal Reserve Board announced it would make available additional funding to eligible depository institutions to assist eligible banking organizations with potential liquidity needs. In Europe, on March 15, 2023 the National Swiss Bank announced several measures amounting to approximately 50 billion Swiss francs to provide Credit Suisse with liquidity and on March 20, 2023 UBS announced that it would acquire Credit Suisse for approximately US$3,250 million. While our business, balance sheet and depositor profile differ substantially from banking institutions such as Sillicon Valley Bank and Signature Bank, the operating environment and public trading prices of financial services sector securities can be highly correlated, in particular in times of stress, which may adversely affect the trading price of our securities and potentially our results of operations.
If international and local economic conditions fail to improve or deteriorate even more, the Argentine economy could be negatively affected as a result of lower international demand and lower prices for its products and services, higher international interest rates, less capital inflow and greater aversion to risk. Any of the foregoing could also adversely affect the Bank’s business, results of operations and financial condition.
A decline in international prices for or in the amount of Argentina’s principal commodity exports could have a material adverse effect on Argentina’s economy and public finances, and, as a result, on our business.
Historically, the commodities market has been characterized by high volatility. Despite the volatility of prices of most of Argentina’s commodities exports, commodities significantly contributed to the government’s revenues during the 2000s due to the imposition of export duties on agricultural products in 2002. Although most duties were eliminated and the export tax on soy was reduced from 35% to 30% by the Macri administration in 2016, and was further reduced in 2018 by 0.5% per month, the Argentine economy is still relatively dependent on the price of its main agricultural exports, primarily soy. This dependence, in turn, renders the Argentine economy vulnerable to commodity prices fluctuations. International soybean prices decreased slightly
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during 2017 and further in 2018 due to growing trade tensions between the United States and China. During 2019, soybean prices reached their lowest prices over the prior five years, but recovered from US$305.5 per ton in May 2019 to US$335.0 per ton in December 2019. During the last months of 2020 soybean prices showed an upward trend (due to purchases from China, the monetary stimulus of the main central banks of the world and the promising news regarding the Covid-19 vaccine) that continued until the second quarter of 2022 when they reached US$621 per ton, the higher value in 10 years. However, soybean prices have declined since then, reaching US$507.0 per ton in October 2022.
In addition, the amount of agricultural products harvested in any given period may decrease due to adverse weather conditions. For example, a drought or flood could adversely affect the performance of the agricultural sector and worsen one of the main sources of foreign currency generation in Argentina.
Declines in the prices or the amount of highly exported commodities may adversely affect the Argentine economy and the government’s fiscal revenues, which could in turn adversely impact the business, results of operations and financial condition of the Bank.
Exchange controls and restrictions on capital inflows and outflows could have a material adverse effect on Argentine public sector activity, and, as a result, on our business.
From 2011 to 2015, the Argentine government introduced exchange controls and restrictions on the transfer and entry of foreign currency that significantly limited the ability of companies to hold foreign currency in Argentina or make payments abroad.
After taking office in 2015, the Macri administration substantially eliminated all exchange restrictions that had been implemented under the previous administration. Nevertheless, on September 1, 2019, due to the economic instability and the significant devaluation of the peso that took place in August 2019 after the primary elections, the government and the BCRA adopted a series of measures reinstating certain exchange controls limiting the access to the local exchange market in order to reduce the purchases of foreign currency. The payment of external financial debt, dividends in foreign currency and the payment of imports of goods and services were severely restricted and the obligation to enter and settle in pesos the funds from the export of goods and services, was reinstated, among other measures. Other financial transactions such as derivatives and transactions in securities are also limited by the new exchange regime.
The Fernandez administration extended the period during which these measures would apply and established additional measures through the Solidarity Law, including a tax on certain transactions that imply the acquisition of foreign currency by individuals and companies. During 2020, foreign exchange market regulations have been strengthened and made increasingly more complex. Towards the end of May 2020, the BCRA issued Communication “A” 7030 by means of which access to foreign currency to pay for imports was severely limited. After that, on September 15, 2020, the Central Bank tightened the foreign exchange market controls. First of all, companies with external financial maturities of more than US$1 million due before March 31, 2021 had to present a restructuring plan of at least 60% of the capital payment. Secondly, a 35% tax was added to individuals who buy dollars in the official market (already limited to US$200 per month, and on top of a 30% tax on the official exchange rate) and finally, Communication “A” 7106 banned non-residents from selling bonds for foreign currency. These decisions resulted in a notorious sell-off of sovereign bonds, which led to a 7% daily fall. The Central Bank sold US$1,318 million during the following five weeks, in order to keep the exchange rate depreciation at desirable levels. Due to this unsustainable situation, the government decided to partially ease the restrictions. The Central Bank purchased US$608 million in the spot market in December 2020.
During 2021, the government maintained the tightened restrictions on imports and financial transactions with bonds. In October 2021, the Central Bank reduced the minimum threshold above which imports required authorization (which resulted in less imports being automatically approved). Meanwhile, the monetary authority significantly reduced the allowed weekly trading amount for domestic-law bonds, resulting in blue chip swap transactions being required to be carried out with foreign-law bonds.
During 2022, the government not only maintained most of the restrictions imposed in 2020 and 2021, but also implemented an exchange rate regime with differential effective exchange rates for different sectors of the economy, which resulted in increased complexity. For instance, the government implemented the “soybean dollar”, a transitory exchange rate for exporters of the soybean sector, which was higher than the official exchange rate during the months of September and December, leading to higher dollar settlements related to the agricultural sector during those months and very low USD settlements from the agricultural sector in the others. At the same time, through taxes or withholdings, new exchange rates were created: for tourism and international artists, among others. Finally, a new import monitoring system with additional supervision of payments was set up.
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The establishment of new restrictions on foreign trade or related to the foreign exchange market, together with the application of new exchange rates, could require the Bank to allocate additional and unbudgeted resources to provide customers with the tools they require to carry out transactions under the new regulatory framework. Additionally, such tools may not be developed on a timely basis due to changing demands.
Any changes in the policies of the current government concerning economic, exchange and financial matters in order to preserve the balance of payments, the Central Bank’s reserves, a capital outflow or a significant depreciation of the Peso, such as the mandatory conversion into Pesos of obligations assumed by legal entities resident in Argentina in US dollars which could be due to a period of crisis and political, economic and social instability affecting Argentina, or otherwise, any of which could be exacerbated as a result of the Covid-19 pandemic, could have an adverse effect on Argentina’s economic activity and the Bank’s business, results of operations and financial condition.
The measures adopted to resolve the crisis in the energy sector may not be sufficient, which could affect the business, the results of operations and the financial condition of the Bank.
The economic policies applied since the Argentine crisis of 2001-2002 have had an adverse effect on the Argentine energy sector. The failure to reverse the freeze on electricity and natural gas rates imposed during the crisis became a barrier to investment in the energy sector. The government tried to encourage investment by subsidizing energy consumption but the policy proved ineffective and served to further discourage investment in the energy sector, causing oil and gas production and electricity generation, transmission and distribution to stagnate while consumption continued to rise. To address the power supply shortage that began in 2011, the government attempted to increase imports of electrical power, with adverse consequences for the trade balance and international reserves.
In response to the growing energy crisis, the Macri administration declared a state of emergency for the national electricity system, which ended on December 31, 2017. The state of emergency allowed the government to take measures to stabilize the supply of electricity to the country. In this context, subsidy policies were re-examined and new electricity rates were adopted.
However, utility rates were almost frozen from 2019 to 2022, which worsened the national energy situation by promoting higher demand and discouraging new investments from supplying companies, resulting in an energy deficit heightened by the lack of dollar inflows.
Although actions have been carried out to attempt to address the crisis in the energy sector in recent months, the lack of a definitive resolution of the negative effects on the generation, transport and distribution of electricity in Argentina with respect to residential and industrial supply could undermine confidence and adversely affect Argentina’s economic and financial condition, resulting in political instability, and adversely affecting the Bank’s business and results of operations.
Likewise, the elimination of subsidies and the progressive increase in prices could continue to generate social unrest and be challenged in local courts. We can give no assurance that the measures adopted by the government to deal with the energy crisis will be sufficient to restore energy production in Argentina in the short or medium term. Since the Fernandez administration took office, the rates of public services have been frozen, so a rise in energy demand is expected to generate deficit pressures on the trade balance due to the need to import gas to maintain the levels of domestic production and prevent it from declining as a result of the lack of investment driven by the capped prices.
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The current lack of resolution on tariffs results in uncertainty regarding the future situation of the energy market in Argentina and constitutes a source of potential risk for the country’s economy and could lead to exchange rate volatility, either of which could adversely affect the Bank’s business, results of operations and financial condition.
Any failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition.
The lack of a sound institutional framework and corruption have been identified as, and continue to be, critical problems for Argentina. Argentina ranked 94 out of 180 countries in the 2022 Corruption Perceptions Index published by Transparency International.
Failure to address these issues could increase the risk of political instability, distort decision-making processes and adversely affect Argentina’s international reputation and ability to attract foreign investment, and consequently, may negatively affect our business, financial condition and results of operations. Although the Argentine government has taken several measures aimed at strengthening Argentina’s institutions, these measures may be insufficient to ensure transparency and integrity in a highly polarized political context, which could have a material adverse effect on the business, the results of operations and the financial condition of the Bank.
Fluctuations in the value of the peso could adversely affect the Argentine economy and Argentine’s ability to service its debt obligations.
Fluctuations in the value of the peso may adversely affect the Argentine economy. A devaluation of the peso may adversely affect the government’s revenues (measured in U.S. dollars), fuel inflation and significantly reduce real wages. After several years of moderate variations in the nominal exchange rate, the peso lost 35.3% of its value in 2014 and 33.7% in 2015. Persistent high inflation during this period, with formal and “de facto” exchange controls, resulted in an increasingly overvalued real official exchange rate. Compounded by the effects of foreign exchange controls and restrictions on foreign trade, these highly distorted relative prices resulted in a loss of competitiveness of Argentine production, impeded investment and resulted in economic stagnation during this period.
After foreign exchange controls were lifted at the end of 2015, the peso depreciated by 38.5% in 2016 considering the average foreign exchange rate in December 2016 compared to the average foreign exchange rate in December 2015. In 2017, the depreciation of the peso fell to 11.8%, well below inflation, raising doubts about potential appreciation of the peso in real terms. In this scenario, the vulnerability of the Argentine economy due to a tightening of international financial conditions was reflected in a current account deficit of 4.9% of GDP in 2017 and a low level of international reserves compared to other countries in the region. When ten-year U.S. treasury rates began to rise and the U.S. dollar strengthened, these vulnerabilities resulted in a negative differentiation of Argentina compared to other emerging countries, which led to a prolonged run on the currency despite frequent interventions by the Central Bank and a sizeable loan from the IMF signed in June 2018. Finally, after another sell-off of Argentine assets in August 2018 and a strong depreciation of the peso, in early October 2018 a revised program with the IMF which further tightened fiscal and monetary policy managed to stabilize the foreign exchange market and the peso appreciated by 7.5% in the last quarter of 2018. Considering the full year, the peso depreciated by 50.3% in nominal terms in 2018. Together with the decline in economic activity, the real depreciation of the peso resulted in a strong reduction in imports and a correction of the external deficit in the fourth quarter of 2018.
According to a revision of the IMF agreement, the Argentine peso had to float freely within an accepted band of exchange rates, but the Central Bank could intervene to a limited extent in the foreign exchange market selling reserves if the exchange rate rose above a certain level, defined initially at Ps.44/US$ (and subsequently adjusted by inflation) which was the upper threshold of the accepted band in which the peso could float freely without intervention of the Central Bank. Conversely, the Central Bank was charged with purchasing reserves if the foreign exchange rate fell below the lower threshold of the non-intervention band. In early 2019, the peso crossed the lower threshold, prompting purchases by the Central Bank and a strong decline in interest rates pursuant to the monetary program.
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By the end of April 2019, exchange rate tensions, together with negative inflation reports of March 2019, led the Central Bank to agree with the IMF the possibility of an intervention even within the (then) exchange reference zone. The announcement of the measure significantly reduced volatility in the exchange rate and helped to contain inflation expectations. It further deepened the contractive profile of the monetary policy since the pesos obtained from the sales of dollars were not re-injected and instead, the monetary base objective was reduced. Thus, the supply of foreign currency from exporters increased and demand decreased. In spite of this, the adverse reaction of the markets to the primary elections in August 2019 led to an increase in exchange rates, and an increase in the lack of confidence in Argentine assets. The prices of Argentine government securities fell by 20% while the value of local companies’ shares declined more than 40% over a few days. The U.S. dollar exchange rate exceeded Ps.60, which implied a depreciation of more than 25% in just four days. The Central Bank intervened in the market, with relatively little success, by selling foreign currency, which brought about a fall in the international reserves of around US$2 billion. For individuals, the Central Bank established a maximum limit of US$200 for the purchase of foreign currency per calendar month across all entities authorized to trade in foreign exchange, as well as for purposes of formation of foreign assets, family assistance remittances, and transactions with derivatives. This measure was enacted in order to help control the exchange rate without using reserves. However, due to the high money issuance and the resulting monetary overhang, the Central Bank sold international reserves in order to smooth the depreciation of the peso. Nevertheless, as the reserves stock is limited and the more the Central Bank uses them, the more the foreign exchange premium rises, the Central Bank decreed a series of measures during 2020 to avoid further loss of reserves, including, for example, Communication “A” 7030 and “A” 7106 (see, “—Exchange controls and restrictions on capital inflows and outflows could have a material adverse effect on Argentine public sector activity, and, as a result, on our business”).
The Central Bank has maintained the same exchange rate policy since December 2019, consisting of avoiding foreign exchange disruptions by applying more controls, selling foreign reserves and establishing multiple exchange rates. The Central Bank invested more than US$2.1 billion of reserves in the official exchange rate market from August 2021 to August 2022 to curb the depreciation of the Argentine peso. However, the Central Bank purchased US$5.8 billion of reserves in the official exchange rate market, between September 2022 and December 2022, thanks to a transitory differential exchange rate regime that allowed soybean exporters to sell dollars to the Central Bank at a higher exchange rate during the months of September and December.
The government seeks to maintain the USD/Peso parity to prevent the undesired effect that a devaluation would have on inflation, and validated a real appreciation of the official exchange rate in 2022. The nominal exchange rate rose 72.4% in 2022, while accumulated inflation in the same period was 94.8%. The December 2022 real exchange rate was 24% lower than the real exchange rate in December 2019.
The exchange rate premium arising from exchange controls further complicates the foreign exchange market due to the coexistence of an appreciated real exchange rate, and a parallel exchange rate that increases devaluation expectations, discouraging exports and encouraging imports. In this regard, between January 2022 and August 2022, the Central Bank only bought the equivalent of 1% of the stock of dollars it bought in the same period of the previous year. This situation, which jeopardized compliance with the IMF’s third quarter reserves target, led the government to apply a differential exchange rate for soybean exporters, which was 40% higher than the official exchange rate. This exchange rate was in effect in September 2022 and allowed the Central Bank to buy USD 4,966 million in the official exchange market. The application of differential exchange rates adversely impacts the Central Bank’s balance sheet due to the difference between the higher price at which it buys dollars and the lower price at which it sells dollars to importers.
The Central Bank launched a differential dollar for soybean exports, 40% higher than the official exchange rate, effective from November 28 to December 31, 2022, in order to buy the necessary dollars to meet the fourth quarter target with the IMF.
As the level of inflation remains high, a stronger nominal appreciation of the peso could lead to concerns regarding the appreciation of the peso against the U.S. dollar in real terms. Such appreciation may reduce the level of exports due to the loss of external competitiveness and a deterioration of the current account deficit. Any such appreciation could also have a negative effect on economic growth and employment, reduce tax revenues in real terms and raise concerns regarding the possibility and impact of a sudden stop in capital flows.
Political uncertainty or changes in liquidity in international markets are likely to lead to greater volatility, and a reduction in the reserves of the Central Bank as a result of intervention in the exchange market could adversely affect inflation expectations, economic performance and the ability of the Republic of Argentina to service its debt.
The lack of rainfalls, together with the high temperatures and the unexpected frosts had a negative impact on the country’s main exports (soybean, wheat and corn, among others), which are expected to drastically reduce their production compared to the previous season. The adverse weather conditions are expected to increase pressure on exchange rates due to the reduction on dollar inflows. The government has already announced a new differential exchange rate (higher than the official one) for soybean and regional economies exports to encourage the liquidation of dollars.
Any of these factors could substantially and adversely affect the business, the results of operations and the financial condition of the Bank.
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There can be no assurances that Argentina will be able to obtain financing on satisfactory terms in the future, which could have a material adverse effect on its ability to make payments on its outstanding public debt.
Argentina’s future tax revenue and fiscal results may be insufficient to meet its debt service obligations and Argentina may have to rely in part on additional financing from domestic and international capital markets in order to meet future debt service obligations. However, Argentina may not be able to access international or domestic capital markets at acceptable prices or at all, and, if that is the case, Argentina’s ability to service its outstanding public debt could be adversely affected, which could in turn adversely affect Argentina’s economy and financial condition and thereby have a material adverse effect on our business, results of operations and financial condition.
Measures taken by the government, as well as pressure from union sectors, could require salary increases or additional benefits, all of which could increase the Bank’s operating costs.
In the past, the government has passed laws and regulations requiring private companies to maintain certain salary levels and to provide additional benefits to their employees. Likewise, public sector and private sector employers have been subject to intense pressure from their workforce or the unions that represent them, to increase wages and provide certain benefits to workers, particularly due to high inflation rates.
Labor relations in Argentina are governed by specific laws such as the Labor Contract Law No. 20,744 and the Law of Collective Labor Agreements No. 14,250 which, among other things, establish how to carry out wage negotiations and other labor issues. Each industrial or commercial sector is regulated by a collective bargaining agreement that classifies companies by sector and by union. Although the bargaining process is standardized, each chamber of industry or commerce negotiates wage increases and employment benefits with the corresponding union in the relevant sector.
According to data published by INDEC, the wage index grew by 90.4% during 2022, as a result of a 99.4% increase in the public sector and a 93.8% increase in the private sector for which data is available. The registered wage index grew by 95.8% in 2022.
Existing employment laws have led to salary increases that have resulted in an increase in operating costs that has adversely affected the results of operations of Argentine companies. Additionally, the adoption of new measures providing for wage increases or additional benefits for workers due to inflation or additional pressure from workers and unions or otherwise, could result in a further increase in costs and a decrease in the results of operations of Argentine companies, including those of the Bank, which could adversely affect the business, the results of operations and the financial condition of the Bank.
Government intervention in the Argentine economy could adversely affect the business, results of operations and financial condition of the Bank.
During the Kirchner administration, the direct intervention of the government in the Argentine economy increased, including through the implementation of expropriation and nationalization measures, and price and exchange controls.
Since the beginning of the Fernández administration there has been a strong intervention in the foreign exchange and labor markets, as well as a hefty fiscal deficit. The debt restructuring process brought a sign of sustainability which was perceived by both the market and the main credit rating agencies. Sovereign country risk fell more than 1,000 basis points following the debt restructuring agreement. However, only a week after the long-awaited agreement, the aforementioned measures led to a sharp fall in sovereign bond prices as well as in the main Argentinian stocks in New York. All of this, together with foreign exchange restrictions, import controls and the delay in the negotiations with the IMF contributed to an increase in sovereign risk, which continued to increase after the debt restructuring process and reached 1,688 basis points as of December 31, 2021. The sovereign risk has remained high even after the announcement of the IMF agreement as a result of current macroeconomic imbalances.
In June 2022, the Central Bank actively participated in the secondary market of Treasury securities. The Central Bank injected more than 30% of the monetary base into the economy through its participation in the secondary market and through direct transfers to assist the Treasury. This intervention raised concerns in the market regarding the government’s fiscal path and its capacity to finance future deficits in the local debt market. In turn, the departure of the Minister of Economy Martin Guzmán at the beginning of July and the appointment of Silvina Batakis caused the country risk to increase from 1,912 basis points on June 1, 2022 to 2,913 basis points by mid July 2022. As of March 22, 2023 the country risk was 2,458 basis points.
In January 2023, the National Treasury carried out a voluntary debt exchange of Peso-denominated bonds maturing in the first quarter of 2023. Out of a total of Ps. 4.3 billion, Ps. 2.9 billion accepted the offer (67%), postponing payments mainly until the second quarter of the year. As approximately 55% of the total Peso-denominated bonds maturing in the first quarter of 2023 were held by public agencies (especially the Central Bank), the acceptance within the private sector was less than 30%. This fact, together with the difficulties that the Treasury had to issue debt maturing after October 2023, led the rating agency SP to consider this transaction as “distressed” and consequently downgraded Argentina’s sovereign rating to “Selective Default” for four days. After the settlement of the debt exchange, SP raised Argentina’s sovereign rating back to CCC-.
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Historically, the actions carried out by the government in economic matters, including decisions regarding interest rates, taxes, price controls, wage increases, increased benefits for workers, exchange controls and potential changes in the market of currencies have had a substantial adverse effect on Argentina’s economic growth.
Expropriations, price controls and exchange controls and other direct government interventions in the economy have had a negative impact on the level of investment in Argentina, access to international capital markets by Argentine companies and Argentine trade and diplomatic relations with other countries. If the government decides to increase the level of intervention in the economy, in accordance with historic practice or otherwise, the Argentine economy and, in turn, the business, the results of operations and financial condition of the Bank could be adversely affected.
Amendments to the Central Bank’s Charter and the Convertibility Law may adversely affect the economy of Argentina.
In March 2012, Law No. 26,739 was passed amending both the Central Bank’s Charter and the Convertibility Law. This law amended the mission of the Central Bank (as established in its Charter (as defined herein)) and eliminated certain provisions previously in force. In accordance with the Central Bank’s Charter and the Convertibility Law, the Central Bank must promote monetary and financial stability, as well as promote development with social equity. Furthermore, the concept of “freely available reserves” was eliminated, allowing the Argentine government to use additional reserves to cancel debts. Additionally, the Convertibility Law established that the Central Bank may set the interest rate and the terms of the loans granted by financial institutions. Additionally, any use of reserves by the government to repay public debt or finance public spending may result in an increase in inflation, which would hinder economic growth. Moreover, a decrease in the reserves of the Central Bank might adversely affect the ability of the Argentine financial system to resist and overcome the effects of an economic crisis (whether domestic or international), adversely affecting economic growth and therefore the business, results of operations and financial condition of the Bank.
An outbreak of a new pandemic or the worsening of the ongoing Covid-19 pandemic may have material adverse consequences on the Argentine economy.
An outbreak of a pandemic, disease or similar public health threat, such as the ongoing Covid-19, which has had and may continue to have material adverse consequences for the global economic, financial, and business conditions, could materially and adversely affect our business, financial condition and results of operations. In order to mitigate the adverse effect of the Covid-19 pandemic on the Argentine economy, the Argentine government took certain monetary and fiscal measures, in addition to other measures adopted by the Central Bank. Such measures included: layoff limitations, price controls, lower reserve requirements on bank lending to households and micro-, small- and medium-sized enterprises, temporary easing of bank loan classification rules, a temporary prohibition on charging fees related to ATM services, the suspension of account closures, the reduction of maximum credit card interest rates, the freezing and/or postponement of certain loan payments, healthcare benefit extensions, tax reductions and certain other financial assistance programs. All these measures could become stricter or new mitigation measures could be approved if there were a worsening of the current Covid-19 pandemic.
We cannot predict or estimate the future negative impact that a new pandemic or a new wave of the ongoing Covid-19 pandemic may have on our business, results of operations, and financial condition, which will depend on events outside of our control, including the intensity and duration of the pandemic and the measures taken by the different governments, including the Argentine government, in order to contain the pandemic and/or mitigate its economic impact.
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The Bank is exposed to various risks in connection with climate change
Climate change, which is resulting in an increase in the intensity and frequency of extreme weather events and environmental degradation, presents both short, medium and long-term risks to the Bank and its customers and counterparties, with the risks expected to increase over time. Risks posed by climate change may be classified into transition and physical risks.
Transition risks refer to changes in, among others, regulations, technologies and market preferences linked to the transition toward a less carbon-dependent economy, including the following:
| • | Legal and regulatory risks. Legislative or regulatory changes regarding how banks manage climate risk or otherwise affecting banking practices or disclosure of climate-related information may result in higher compliance, operational and credit risks and costs. Our customers and counterparties may also face similar challenges. Moreover, there are significant risks and uncertainties inherent in the development of adequate climate change-related risk assessment and modelling capabilities and the collection of customer, third party or other data, which may result in our systems or frameworks (or those of its customers and counterparties, where applicable) being inadequate, inaccurate or susceptible to incorrect customer, third party or other data. |
| • | Technological risks. Certain of our customers and counterparties may be adversely affected by the progressive transition to a low-carbon economy and/or risks associated with new low-carbon technologies. If our customers and counterparties fail to adapt to the transition to a low-carbon economy, or if the costs of doing so adversely affect their creditworthiness, this could adversely affect our relevant loan portfolios. |
| • | Market risks. The funding costs of businesses that are perceived to be more exposed to climate change could increase, which may result in the deterioration of their creditworthiness and credit ratings, adversely affecting our relevant loan portfolios. We could also be adversely affected by changes in demand brought by climate change, as well as changes in energy supply and prices, among others. |
| • | Reputational risks. The perception of climate change as a risk by society, shareholders, customers, governments and other stakeholders continues to increase, including in relation to the financial sector’s operations and strategy. This may result in increased scrutiny of our activities as well as its climate change-related policies, goals and disclosure. Our reputation may be harmed if its efforts to reduce environmental and social risks are deemed to be insufficient. Divergent views on ESG policies may also have a negative impact on our reputation. Increased scrutiny of climate change-related policies, goals and disclosure may result in litigation and regulatory investigations and actions. |
The physical risk arising from climate change could result from increased frequency and/or severity of adverse weather events or the impact of climate change over the long term. The activities of the Bank or those of its customers or counterparties could be adversely affected by the physical risks arising from climate change. For example, extreme weather events may damage or destroy the properties and other assets of the Bank or those of its customers or counterparties, result in increased costs, or otherwise disrupt their respective operations (for example, if supply chains are disrupted as a result), diminishing –in the case of the Bank’s customers or counterparties - their repayment capacity and, if applicable, the value of assets pledged as collateral to us. The Bank is also exposed to potential long-term risks, arising from climate change, such as increases in credit-related costs due to deteriorating macroeconomic conditions, which may be caused in part by an increase in infectious diseases or other ailments resulting from climate change. The Bank could also be adversely affected by widespread declines in asset values as a result of climate change or climate change-related risks, reduced availability of insurance and significant interruptions to business operations, and may be required to change its business models in response to those consequences.
Any of these factors may have a material adverse effect on the Bank’s business, financial condition and results of operations.
Risks Relating to the Argentine Financial System and to BBVA Argentina
The short-term structure of the deposit base of the Argentine financial system, including the deposit base of the Bank, could lead to a reduction in liquidity levels and limit the long-term expansion of financial intermediation.
In recent years, the growth of the Argentine financial sector has been heavily dependent on deposit levels because of the relatively small size of the Argentine capital markets and the lack of access to foreign capital markets. After the Macri administration took office, access to foreign capital markets was again possible, supporting credit growth in addition to the deposit base, but since 2018 international and local markets have been closed for Argentine companies due to the foreign exchange crisis that began in May 2018 and that resulted in a deep economic downturn, the implementation of capital controls and sovereign debt restructuring. There can be no assurance regarding when access to foreign credit markets may resume and, if resumed, access may be disrupted again in the future.
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From 2016, the implementation of the tax amnesty regime and restored investor confidence resulted in a transitory but significant growth of U.S. dollar deposits. That process came to a halt in the first half of 2018 during the currency crisis due to fears that these deposits might be immobilized by the government and financial institutions indeed suffered a slight withdrawal of these kind of deposits in September 2018. After the primary elections that were held on August 11, 2019, withdrawals of U.S. dollar denominated deposits accelerated, with deposits falling more than 40%. Banks, including BBVA Argentina, had sufficient liquidity to be able to repay them. Moreover, loans denominated in U.S. dollars had short terms, and banks quickly began to collect them. Dollar deposits fell during 2020 by around 25% and remained mainly stable through 2021 and 2022, with an accumulated decrease of approximately 60% since 2018.
While banks’ liquidity in foreign currency is high, a significant share of it is deposited at the Central Bank, and as a result banks have to rely on the Central Bank in order to access those funds.
The local currency deposit base is mostly short-term and transactional. Deposits represent a small fraction of GDP when compared with other emerging countries. Deposits in pesos grew in line with inflation until August 2019. Following the reintroduction of currency controls after the primary elections, banks suffered a short run on local currency retail time deposits, with a decrease of approximately 15% to 20% in September and October 2019, which came to an end after the amount of foreign currency individuals could purchase was reduced to US$200 a month, on October 28, 2019. That regulation is still in force. In periods of financial stress, customers typically buy foreign currency with their local currency deposits to protect against a possible devaluation of the peso. After that, deposits in pesos stabilized and have resumed growth in line with inflation.
Liquidity in local currency of the Argentine financial sector is currently high, with a high level of minimum cash requirements applicable to Argentine financial institutions, which the Central Bank has raised several times since 2018. Loan demand has recovered to some extent after the 2019 collapse, but still keeps lagging compared to inflation and the aggregated balance of the financial system is very low related to GDP in historical terms.
Notwithstanding the above, because most deposits are short-term deposits, a substantial part of loans must also have short-term maturities to match the terms of the deposits. The proportion of long-term credit lines, such as mortgages, is small, and long-term loan origination has fallen sharply since 2019 as a consequence of higher interest rates and inflation, and the difficult financial environment.
We have a continuous demand for liquidity to fund our business activities. Our profitability or solvency could be adversely affected if access to liquidity and funding is constrained or made more expensive for a prolonged period of time. Furthermore, withdrawals of deposits or other sources of liquidity may make it more difficult or costly for us to fund our business on favorable terms. Although we believe that deposit liquidity levels are currently reasonable, no assurance can be given that those levels will not be reduced due to future negative economic conditions or otherwise. If depositors lose confidence as a result of negative economic conditions or otherwise and withdraw significant funds from financial institutions, there will be a substantial negative impact on the manner in which financial institutions, including us, conduct their business and on their and our ability to operate as financial intermediaries. If we are unable to access adequate sources of medium and long-term funding or if we are required to pay high costs in order to obtain the same and/or if we cannot generate profits and/or maintain our current volume and/or scale of our business, whether due to a decline in deposits or otherwise, our liquidity position and ability to honor our debts as they come due may be adversely affected, which could have a material adverse effect on our business, results of operations and financial condition.
Reduced spreads between interest rates received on loans and those paid on deposits could adversely affect our profitability.
The spread between the interest rates on loans and deposits could be affected as a result of increased competition in the banking sector and the government’s tightening or loosening of monetary policy in response to inflation concerns. During recent years, as a consequence of higher inflation, interest rates have significantly increased in Argentina.
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After the Macri administration took office, expectations were of a decline in both inflation and interest rates and therefore banking spreads. However, since 2018 devaluation of the peso and higher inflation led the Central Bank to substantially raise interest rates, ending the margin contraction trend. During 2020 the Central Bank reduced interest rates, in part as a response to the Covid-19 crisis. In 2021 interest rates remained stable, most of them negative in real terms. At the same time, after an economic slowdown in 2020 resulting from the economic downturn caused by the Covid-19 pandemic, inflation increased in 2021 (51%) and adopted an upward trend that accelerated in 2022 (reaching an inflation level of almost 100%). Inflation evolution in Argentina is still uncertain, and from 2020 an increasing amount of our liabilities and assets interest rates have been regulated by the Central Bank. This situation could result in renewed pressure on banking spreads. Moreover, a change in the composition of the source of funding, which is currently heavily weighted to non-interest-bearing deposits, could also put downward pressure on margins. Also, a change in the composition of the source of funding arising from an eventual higher demand of credit and therefore a need to increase the amount of time deposits or other types of interest bearing-liabilities could result in lower spreads.
Another source of spread contraction could be an increase in the regulation of subsidized loans. In October 2020, the Central Bank re-introduced mandatory credit lines for SMEs, under which banks have to lend a portion of their deposits to small and mid-size companies at regulated rates. This regulation continued through 2021 and 2022 and has continued during the first quarter of 2023. An increase in the use of these measures by the Central Bank could further affect our margins.
Any reductions in spreads could have a material adverse effect on our business, results of operation and financial condition.
Our business is particularly vulnerable to volatility in interest rates.
Our results of operations are substantially dependent upon the level of our net interest income, which is the difference between interest income from interest-earning assets and interest expense on interest-bearing liabilities. Interest rates are highly sensitive to many factors beyond our control, including fiscal and monetary policies of governments and central banks, regulation of the financial sector in the market in which we operate, domestic and international economic and political conditions and other factors.
The Argentine Central Bank has increased interest rates to try to stabilize the high level of inflation, and we could continue to face interest rate increases or volatility. Additionally, the government could continue to enact regulation that could adversely affect our intermediation margins. Any of the foregoing could adversely affect our financial spread as a result of differential movements in interest rates for deposits, loans or other bank assets and liabilities. In addition, high interest rates could reduce the demand for credit and our ability to generate credit for our clients, as well as contribute to an increase in the credit default rate. As a result of these and the above factors, significant changes or volatility in interest rates could have a material adverse effect on our business, results of operations and financial condition.
Mismatch between UVA loans and UVA deposits could adversely affect our profitability.
During 2017, new UVA (inflation-adjusted) mortgages grew significantly. At the same time, the Bank launched UVA deposits, but such deposits grew at a slower pace, leading to a mismatch in this activity. During 2018, as a consequence of the peso devaluation, higher inflation and interest rates, growth in both UVA loans and liabilities slowed and during 2019 new origination came to a halt, continuing in 2020 and 2021. Through 2022 demand remained flat but UVA deposits started to grow as inflation rates soared and our depositors looked for a hedge for their savings.
As of December 2022, UVA loans and deposits balances were similar. However, we expect UVA deposits to continue to increase and the demand for UVA loans to remain flat, which would generate a potential net liability position in UVA for the Bank.
With inflation remaining high, and also considering that one of our targets is to protect the Bank’s equity from the eroding effects of inflation, the Bank also holds a UVA treasury bonds portfolio that turns our net inflation exposure to positive by approximately 40% of the Bank’s equity.
Independent of how this activity may develop in the future, there will be a mismatch among UVA assets and liabilities, which could have a material adverse effect on our business, results of operations and financial condition, particularly in the event that interest rates turn positive in real terms.
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Our estimates and established reserves for credit risk and potential credit losses may prove to be inaccurate and/or insufficient, which may materially and adversely affect our results of operations and financial condition.
A number of our products expose us to credit risk, including consumer loans, commercial loans and other receivables. Changes in the income levels of our borrowers, increases in the inflation rate or an increase in interest rates could have a negative effect on the quality of our loan portfolio, causing us to increase provisions for loan losses and resulting in reduced profits or in losses. Our non-performing loan portfolio amounted to Ps.12,581 million at December 31, 2022 compared to Ps.18,739 million at December 31, 2021. The non-performing loan ratio decreased to 1.13% at December 31, 2022 from 1.87% at December 31, 2021.
We estimate and establish reserves for credit risk and expected credit losses. This process involves subjective and complex judgments, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans. We may not be able to timely detect these risks before they occur, which may increase our exposure to credit risk. Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, this could have a material adverse effect on our business, results of operations and financial condition.
Increased competition in the banking industry may adversely affect the Bank’s operations.
The markets in which we operate are highly competitive and it is expected that this trend will continue in the coming years with the increasing entry of non-bank competitors (some of which have large client portfolios and strong brand recognition) and the emergence of new business models. In recent years, the financial services sector has undergone a significant transformation driven by the development of mobile technologies, the entry of new players into activities previously controlled by financial institutions and further consolidation in the banking industry. Although the Bank is making efforts to adapt to these changes through its digital transformation, its competitive position is affected by the fact that non-bank operators are less heavily regulated than banks ( including BBVA Argentina). For example, banking groups are subject to prudential regulations that have implications for most of their businesses, including those in which they compete with non-bank operators (such as FinTechs or BigTechs) that are subject only to regulations specific to the activity they develop or that benefit from loopholes in the regulatory framework. Furthermore, when banking groups such as the Group carry out financial activities through the use of new technologies, they are generally subject to additional internal governance rules that place such groups at a competitive disadvantage.
Moreover, the widespread adoption of new technologies, including cryptocurrencies and payment systems, could require substantial investment to modify or adapt existing products and services as the Bank continues to increase its mobile and internet banking capabilities. Likewise, the increasing use of these new technologies and mobile banking platforms could have an adverse impact on the Bank’s investments in facilities, equipment and employees of the branch network. A faster pace of transformation towards mobile and online banking models could require changes in the Bank’s commercial banking strategy, including the closure or sale of some branches and the restructuring of others, and reductions in employees. These changes could result in significant expenses as the Bank reconfigures and transforms its commercial network. Failure to effectively implement such changes efficiently and on a timely basis could have a material adverse effect on the Bank’s competitive position or otherwise have a material adverse effect on the Bank’s business, financial condition or results of operations.
Our future success may depend, in part, on our ability to use technology to provide suitable products and services for our customers. While the Bank has focused on developing its technological capabilities in recent years and is committed to digitization, its ability to compete successfully is likely to be adversely affected by, on the one hand, the existing uneven playing field between banks and non-bank players and, on the other, the increasing relevance of access to digital data and interactions for customer relationship management, which places digital platforms at an advantage. Digital platforms (such as those maintained by large technology or social media companies and FinTechs) increasingly dominate access to data and control over digital interactions, and are already eroding the Bank’s results in highly relevant markets such as payments. These platforms can leverage their advantage in access to data to compete with the Bank in other markets and could reduce the Bank’s operations and margins in its core businesses such as lending or wealth management. In the event that the Bank is not successful in addressing increasing competition, its business, financial condition and results of operations could be materially and adversely affected.
We are a subsidiary of the BBVA Group, and activities across the BBVA Group could adversely affect us.
We are part of a highly diversified international financial group which offers a wide variety of financial and related products and services including retail banking, asset management, private banking and wholesale banking. The BBVA Group strives to foster a culture in which its employees act with integrity and feel comfortable reporting instances of misconduct. The BBVA Group employees are essential to this culture, and acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage the BBVA Group and the Bank’s reputation among existing and potential clients and other stakeholders. Negative public opinion could result from actual or alleged conduct by the BBVA Group entities in any number of activities or circumstances, including operations, employment-related offenses such as sexual harassment and discrimination, regulatory compliance, the use and protection of data and systems, and the satisfaction of client expectations, and from actions taken by regulators or others in response to such conduct.
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For example, Spanish judicial authorities are investigating the activities of Centro Exclusivo de Negocios y Transacciones, S.L. (“Cenyt”). Such investigation includes the provision of services by Cenyt to BBVA. On July 29, 2019, BBVA was named as an investigated party (investigado) in a criminal judicial investigation (Preliminary Proceeding No. 96/2017 – Piece No. 9, Central Investigating Court No. 6 of the National High Court) for alleged facts which could constitute crimes of bribery, revelation of secrets and corruption. On February 3, 2020, BBVA was notified by the Central Investigating Court No. 6 of the National High Court of the order lifting the secrecy of the proceedings. Certain current and former officers and employees of the Group, as well as former directors, have also been named as investigated parties in connection with this investigation. BBVA has been and continues to be proactively collaborating with the Spanish judicial authorities, including sharing with the courts information obtained in the internal investigation hired by the entity in 2019 to contribute to the clarification of the facts. As of the date of this annual report on Form 20-F, no formal accusation against BBVA has been made.
This criminal judicial proceeding is in the pre-trial phase. Therefore, it is not possible at this time to predict the scope or duration of such proceeding or any related proceeding or its or their possible outcomes or implications for the Group, including any fines, damages or harm to the Group’s reputation caused thereby.
This matter or any similar matters arising across the BBVA Group could damage our reputation and adversely affect the confidence of our clients, rating agencies, regulators, bondholders and other parties and could have a material adverse effect on our business, results of operations and financial condition.
Our credit ratings depend on Argentine sovereign credit ratings, and such dependence limits our access to international financial markets.
Our credit ratings are significantly influenced by Argentina’s sovereign rating, which has fluctuated considerably, in line with the several Argentine crises. As a result, our ratings have also fluctuated in the recent past, although they have tended to be higher than the sovereign rating. These fluctuations impact our costs of funding, our collateral obligations and our ability to access international markets.
Argentina reached an agreement in 2016 with the holdouts of the 2005-2010 debt restructurings, and consequently between 2016 and 2017 the country’s sovereign ratings were upgraded. However, from 2018 onwards that trend was reversed, and the country was either downgraded or put under review with a negative outlook. In April 2020, after the debt restructuring established by the national government for all public bonds in foreign currency under local legislation, risk rating agencies lowered Argentina’s rating to “Selective Default”. Nevertheless, in September 2020 the government agreed with the bondholders to restructure more than 99% of the public debt with private creditors, significantly reducing coupon payments and extending maturities. Once this agreement was settled, the rating agencies upgraded Argentina’s sovereign rating to CCC+. However, credit rating agencies have recently lowered Argentina’s credit rating or outlook. First, on October 26, 2022, Fitch downgraded Argentina’s rating from CCC to CCC-, and on November 16, 2022, SP maintained its CCC+ rating, but lowered its outlook from stable to negative.
A further downgrade in Argentina’s sovereign rating in the future, or any change in outlook, could limit the Bank’s access to financing on acceptable terms, or at all, which could have a material adverse effect on the business, the results of operations and the financial condition of the Bank.
The financial industry is increasingly dependent on information technology systems, which may fail, may not be adequate for the tasks at hand or may no longer be available.
Banks and their activities increasingly rely on highly sophisticated information technology (“IT”) systems to deliver products and services to their customers. IT systems are vulnerable to a number of problems, such as software or hardware failures, malicious software, hacking and physical damage to vital IT centers. IT systems need regular updates and banks, including us, may not be able to implement the necessary updates in a timely manner or the updates may not work as planned.
In recent years, the number of security incidents to which companies from different industries are exposed has increased. Attacks are becoming more frequent and compromise the infrastructure of the affected company, exposing internal and customer information, including as a result of phishing and social engineering campaigns, the intrusion of malicious software or ransomware campaigns, denial of service attacks that affect the availability of systems, among others. Cyber threats are rapidly evolving and we may not be able to anticipate or prevent all such attacks. Our risk and exposure to IT threats continues to increase due to the changing nature and complexity of these threats from cybercriminals, our plans to continue providing internet banking and mobile banking channels, and our plans to develop additional remote connectivity solutions to serve our customers. We may incur increasing costs in an effort to minimize these threats and we may be liable for any breach or loss of security.
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In addition, we are under the continuous threat of economic losses due to cyber-attacks, especially as we continue to expand customers’ capabilities to use digital channels to conduct business transactions. Two of the most important cyber-attack risks we face are electronic fraud and the violation of confidential customer data. Electronic fraud loss occurs when cybercriminals violate and extract funds directly from customers’ or our accounts. A violation of confidential customer data, such as account numbers, could present a significant impact on reputation and significant legal and /or regulatory costs for us.
In addition to the costs that may be incurred as a result of any failure of our IT systems, we may face penalies from banking regulators if we fail to comply with applicable banking or reporting regulations as a result of any IT or other failures. During the last two years, regulatory intervention has increased through the issuance of new regulatory requirements for the management of security incidents and fraud prevention.
We face security risks, including denial of service attacks, hacking, social engineering attacks targeting its colleagues and customers, malware intrusion or data corruption attempts, and identity theft that could result in the disclosure of confidential information, adversely affect our business or reputation, and create significant legal and financial exposure.
Our computer systems and network infrastructure and those of third parties, on which we are highly dependent, are subject to security risks and could be susceptible to cyber-attacks. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in its computer and data management systems and networks, and in the computer and data management systems and networks of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.
In addition, the risk of fraud and scams is increasing as we offer more online products through digital channels. This has been aggravated by the Covid-19 pandemic and the shift towards an online and remote environment, which has accelerated the Bank’s digital transformation and forced customers to transact through online banking and digital channels, which has translated into a gradual and steady increase in cybercrime and electronic fraud. In 2022, the growing trend in cases involving phishing, telephone and social media scams and credit card fraud continued. Likewise, new forms of fraud and scams such as Trojans, malware, and identity theft, among others, were detected. There are several social engineering techniques that cybercriminals use to deceive customers and obtain confidential data. In this sense, the implementation of preventive measures of computer and documentary fraud as well as people’s awareness are becoming increasingly important.
Protecting assets from potential cybersecurity threats is a great challenge. Risks continue to increase as more mobile payment products and other Internet-based products become available, expanding our internal use of web products and applications. Therefore, it is essential to implement measures and controls to increase security and mitigate threats to cybersecurity.
Cyber-attacks or security violations, whether directed at us or third parties, may result in material loss or have material consequences. In addition, the public perception that a cyber-attack on our systems has been successful, whether or not this perception has been correct, can damage our reputation with the customers and third parties with whom we do business. Hacking of personal information and the risks of identity theft, in particular, could cause serious reputational damage. Successful penetration or circumvention of system security could cause us serious negative consequences, including loss of customers and business opportunities, significant business disruption of our operations and business, misappropriation or destruction of our confidential information and/or that of our customers, or damage to our or our customers’ and/or third parties’ computers or systems, and could result in a violation of applicable privacy laws and other laws, litigation exposure, regulatory fines, penalties or intervention, loss of confidence in our security measures, reputational damage, reimbursement or other compensatory costs, additional compliance costs, and could adversely impact our results of operations, liquidity and financial condition.
An increase in fraud or transaction errors may adversely affect our reputation, results of operations and financial condition.
Due to the large number of transactions that occur in a financial institution such as the Bank, errors can occur and worsen before being detected and corrected. In addition, some of our transactions are not fully automated, which may increase the risk of human error, or manipulation, and it may be difficult to detect losses quickly. If we are unable to effectively and timely detect and remedy fraudulent and erroneous transactions, it could damage our reputation, entail serious costs and affect our transactions, as well as have a material adverse effect on our business, results of operations and financial condition.
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Because we are a financial institution, any insolvency proceeding against us would be subject to the powers of, and intervention by, the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.
Under Argentine law, the liquidation and commencement of bankruptcy proceedings against financial institutions, until their banking license has been revoked by the Central Bank, may only be commenced by the Central Bank. If BBVA Argentina were unable to pay its debts as they come due, the Central Bank could intervene and revoke our banking license, and file a bankruptcy petition before a commercial court. If the Central Bank intervenes, the reorganization proceeding could take longer and it is likely that our shareholders’ remedies would be restricted. During any such process, the Central Bank would have to consider its interests as a regulator and could well prioritize the claims of other creditors and third parties against us. As a result of any such intervention, shareholders may realize substantially less on the claims than they would in a bankruptcy proceeding of a non-financial institution in Argentina or a financial institution or non-financial institution in the United States or any other country.
Lawsuits brought against us outside Argentina, the enforcement of foreign judgments and complaints based on foreign legal concepts may be unsuccessful.
We are a commercial bank organized under the laws of Argentina. Most of our shareholders, directors, members of the supervisory committee and officers and certain experts named herein reside outside the United States (principally in Argentina). Substantially all of our assets are located outside the United States. If any shareholder were to bring a lawsuit against our directors, officers or experts in the United States, it may be difficult for them to effect service of legal process within the United States upon these persons or to enforce in Argentina a judgment against them obtained in the courts of the United States based upon the civil liability provisions of the United States federal securities laws, due to specific requirements of Argentine law regarding procedural law issues and principles of public policy.
Class actions against financial institutions for an indeterminate amount may adversely affect the profitability of the financial sector and of the Bank.
The Argentine national Constitution and the Argentine Consumer Protection Law No. 24,240, as supplemented or amended (the “Consumer Protection Law”), contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, Argentine courts have admitted class actions in certain cases, including various lawsuits against financial institutions related to “collective interests” such as alleged overcharging on products, interest rates, life insurance required in relation to loans, and advice in the sale of public securities. In recent years, some of these lawsuits have been settled by the parties out of court, with courts approving such settlement agreements. These settlements have typically involved an undertaking by the financial institution to adjust its fees and charges.
In February 2020 we were notified of a class action for the alleged damage suffered by investors in certain investment funds managed by the Bank, following the unilateral modification of the price of certain future dollar contracts in which the affected funds were invested. These modifications were carried out by the organized market in which these future dollar contracts were negotiated, and the class action plaintiffs allege a failure by the Bank to contest the unilateral modifications carried out by the organized market in order to defend the fund investors’ financial interests. As of the date of this annual report, a conflict of jurisdiction is being settled after having answered the complaint.
In September 2020 we were notified of a class-action lawsuit filed by the Argentine Consumer Defense Association, (“ADUC”) as representative of consumers, against the Bank, claiming that interest rates applicable to automatically renewable fixed terms were incorrect and requesting the Bank to cease their application and to reimburse the differences plus related interest. As of the date of this annual report, this class action is currently on trial.
In July 2021 we were notified of a class-action lawsuit filed by the Defense of the Insured, Consumers and Users Civil Association (“ADACU”), as representative of consumers, against the Bank, claiming the obligation of the Bank to inform its clients of their obligation to extinguish the amount owed in the event of the death or permanent total disability of the debtor, by contracting insurance or self-insurance. As of the date of this annual report, this class action has been answered and the next procedural step is the trial of the case.
In November 2021 we were notified of a class-action lawsuit filed by ADACU, as representative of consumers, against the Bank, demanding the payment of compensation for material damage and punitive damage to all customers who owned a VISA card issued by the Bank and other co-defendant banks, resulting from alleged unlawful collusion between Prisma Medios de Pagos S.A.’s shareholders in the setting of prices in the discount and exchange rate for the use of the aforementioned credit card. It is claimed that the financial entities comprising Prisma Medios de Pagos S.A.’s shareholders had incorporated a company and agreed to set the price of the discount rate for the use of the VISA credit card, eliminating competition and violating competition defense law. As of the date of this annual report, we have answered the complaint.
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On March 2, 2022 we were notified of a class-action lawsuit initiated by ADUC on a regular proceeding. The plaintiff challenges the receipt by the Bank of the charge “PRIORITY PASS VISIT” alleging that such charge had not been previously agreed with credit card users, which would entail a unilateral modification of the contractual conditions and a breach of users’ and consumers’ information rights. ADUC requests the Bank to stop charging the “PRIORITY PASS VISIT” charge, the restitution of the amounts charged plus interest and costs, as well as the imposition of a civil fine. As of the date of this annual report, the complaint has been answered and the next procedural step is the conciliation hearing set forth in Section 360 of the Argentine Procedural Code and, and if no agreement is reached, the trial of the case.
If class action plaintiffs were to prevail in these or other matters against financial institutions generally, or against us specifically, this could have an adverse effect on the financial industry generally and on our business, results of operations and financial condition in particular.
In the future, court and administrative decisions may increase the degree of protection afforded to our debtors and other customers, or be favorable to the claims brought by consumer groups or associations. This could affect the ability of financial institutions, including us, to freely determine charges, fees or expenses for their services and products, thereby affecting our business and results of operations.
BBVA, our controlling shareholder, has the ability to direct our business and its interests could conflict with yours.
As of December 31, 2022, our parent company, BBVA, directly or beneficially owned 66.55% of our capital stock. As a result, BBVA controls virtually all decisions with respect to our company made by shareholders. It may, for example, without the concurrence of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or other business acquisition or disposition, cause us to issue additional equity securities and determine the timing and amounts of dividends, if any, always subject to the applicable legal framework. Its interests may conflict with your interests as a holder of our shares or ADSs, and it may take actions that might be desirable to BBVA but not to our other shareholders.
Our ability to grow our business depends on our ability to manage our relationships with partners and grow our deposit base.
We seek to grow our business by, among other means, increasing our client base. Our strategic partnerships are important components of our client acquisition strategy. We have various strategic partnerships, which include Despegar, MOVE Concerts Argentina S.A., Medios y Contenidos Producciones S.A. and En Vivo Producciones S.A., the last four within the entertainment sector. Distribution channels include credit card programs with Club Atlético River Plate Asociación Civil and Club Atlético Boca Juniors Asociación Civil, Argentine soccer clubs, La Caja Seguros within the insurance sector, as well as the agreements with automobile companies Peugeot Citroen, Renault and Volkswagen, which we depend on to expand our client reach cost-effectively, further expand our points of presence and enhance our value proposition. Any deterioration in our relationships with our strategic partners could adversely affect our strategy and materially and adversely affect our business, results of operations and financial condition.
In addition, the successful growth of our business depends on our ability to grow our deposit base. Political, economic or legal developments in Argentina or other factors could lead customers to withdraw funds from the Argentine financial system, adversely affecting us. If there are improvements in the Argentine economy, including lower inflation and increased bancarization and lending activity in the Argentine banking sector, we expect this would contribute to the growth of our business and profitability. However, we can provide no assurance regarding the future performance of the Argentine economy or how any improvements will affect us. If the Argentine economy fails to improve, it could have a material adverse effect on our business, results of operations and financial condition.
We may enter into one or more acquisitions which could adversely affect the value of the Bank.
We regularly explore consolidation opportunities in the ordinary course of business and believe there are significant opportunities to expand our footprint in the Argentine banking sector. In the event that we choose to make an acquisition in the future, any such transaction would involve a number of risks and uncertainties, including:
| • | the possibility that we pay more than the value we will derive from any such transaction; |
| • | the possibility that Argentine economic and political conditions will not develop in the manner we expect; |
| • | the possibility that the Argentine financial services market will not develop in the manner we expect; |
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| • | a reduction in our cash available for operations and other uses; |
| • | the potential incurrence of indebtedness to finance any such transaction; |
| • | delays in achieving or our failure to achieve successfully achieve the anticipated benefits of any acquisition; |
| • | difficulties in integrating any business acquired, including difficulties in harmonizing the companies’ operating practices, technology platforms, internal controls and other policies, procedures and processes; |
| • | diversion of management time and resources in coordinating a larger or more geographically dispersed organization; |
| • | the quality of the assets of the acquired business may be lower than we anticipate; and |
| • | the assumption of certain liabilities, whether known or unknown. |
Any of the foregoing or other risks and uncertainties related to any acquisition could have a material adverse effect on our business, results of operations and financial condition or the value of the Bank.
We may suffer adverse consequences related to our calculation of income tax for the years ended December 31, 2018 and 2020.
As discussed in our Form 6-K furnished to the SEC on June 30, 2017, on May 12, 2017, we filed a request for declaratory judgment with the Contentious Administrative Federal Court No. 12, Secretariat No. 23, seeking that such court declare unconstitutional certain provisions of Argentine law that prevented us from applying an inflation adjustment mechanism. On May 12, 2017, we filed our income tax return for 2016 giving effect to an adjustment for inflation, in 2018 we filed our income tax return for 2017, and in 2019 we filed our income tax return for 2018, also giving effect to an adjustment for inflation. Our requests for declaratory judgment for 2017 and 2018 were filed with the Contentious Administrative Federal Court No. 12, Secretariat No. 23, and our request for 2019 was filed with the Contentious Administrative Federal Court No. 2, Secretariat No. 3.
On June 8, 2020, the Bank obtained a favorable judgement from the Contentious Administrative Federal Court No. 12 with regards to our request for declaratory judgement filed on May 12, 2017 for our 2016 tax return. The Contentious Administrative Federal Court No. 12 concluded that the prohibition to apply the inflation adjustment mechanism in our income tax return for the fiscal year 2016 was not applicable. On December 9, 2020 the Appeal Court dismissed the appeals filed on August 6, 2020 by the tax authorities against this ruling, thereby confirming the decision taken by the Contentious Administrative Federal Court No. 12. Although the tax authorities filed an extraordinary appeal, such appeal was withdrawn on February 1, 2021.
On June 14, 2021, the Bank obtained a new favorable judgement from the Contentious Court Administrative No. 12 with regards to our request for declaratory judgmement filed on May 11, 2018 for our 2017 tax return, declaring that the prohibition to apply the inflation adjustment mechanism in our income tax return for the fiscal year 2017 was not applicable. On June 18, 2021, the tax authorities appealed the judgement, but on September 3, 2021 such appeal was also withdrawn.
On October 5, 2022, the Bank obtained another favorable judgment from the Federal Court for Administrative Litigation No. 2, to our request for a declaratory judgment filed on May 13, 2019 for our 2018 tax return in the same form as those previous sentences. On October 6, 2022, the tax authorities appealed the sentence.
In May 2021, we filed a new request for declaratory judgement with the Contentious Administrative Federal Court No. 5, Secretariat No. 9, seeking that such court declare unconstitutional certain provisions of Argentine law that prevented us from fully applying the inflation adjustment mechanism in our 2020 tax return. On May 26, 2021, we filed our income tax return for 2020 giving effect to an adjustment for inflation.
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As of the date of this annual report on Form 20-F, our requests for declaratory judgment remain pending before the Contentious Administrative Federal Court No. 5, Secretariat No. 9 for the year 2020. We cannot predict the outcome of these legal actions or whether we will be required to amend our income tax returns for 2018 and/or 2020 or make any provisions with respect thereto in our financial statements prepared under IFRS-IASB. If we are required to amend our income tax returns for 2018 or 2020 we may be required to pay interest and charges to the Argentine tax authorities, and could be subject to other consequences. We cannot predict with certainty the outcome of our requests for declaratory judgment or whether they would have a material adverse effect on our business, results of operations or financial condition, or the trading prices of our ordinary shares and ADSs.
The Argentine economy qualifies as a hyperinflationary economy under IAS 29. Given that the peso is our functional currency, we apply IAS 29 for periods ending after July 1, 2018, and our Consolidated Financial Statements and other financial information are presented in terms of the measuring unit current at December 31, 2022.
IAS 29 requires that financial statements of any entity whose functional currency is the currency of a hyperinflationary economy, whether based on the historical cost method or on the current cost method, be adjusted in terms of the measuring unit current at the end of the reporting period. IAS 29 does not establish a set inflation rate beyond which an economy is deemed to be experiencing hyperinflation. However, hyperinflation is commonly understood to occur when changes in price levels are close to or exceed 100% on a cumulative basis over the prior three years, when presented together with certain other qualitative macroeconomic factors.
The total cumulative inflation in Argentina in the 36 months prior to December 31, 2022, as measured by both consumer and wholesale price indexes published by INDEC, exceeded 100%. Qualitative macroeconomic factors, including the depreciation of the peso in recent months, also support the conclusion that Argentina is a hyperinflationary economy for accounting purposes. Accordingly, IAS 29 is applicable to any financial statements as from July 1, 2018 included in any of our filings with the SEC under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Argentine accounting standards authorities have reached a consensus that the “general price index” for IAS 29 purposes is determined considering the wholesale price index up to December 2016 and the CPI from then onwards. These indices have been determined or referred to the INDEC. Therefore, our Consolidated Financial Statements included in this annual report are adjusted by applying the relevant indices and presented in terms of the measuring unit current at December 31, 2022.
We also have applied IAS 29 Financial Reporting in Hyperinflationary Economies to our statutory consolidated annual financial statements presented to the Central Bank for fiscal years beginning on or after January 1, 2020 as set forth by the BCRA through Communication “A” 6651 issued on February 22, 2019. The financial statements provided to the Central Bank are prepared in accordance with IFRS BCRA, which differs in significant respects from IFRS-IASB. See “Presentation of Financial Information”. As such, the Consolidated Financial Statements included in this annual report are not comparable with our financial statements furnished to the Central Bank.
The statutory consolidated annual financial statements that the Bank prepares to comply with the requirements of the Central Bank are prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB except for:
| (i) | the application of the expected credit loss model set forth under paragraph 5.5. of IFRS 9 for debt instruments issued by the public sector; |
| (ii) | for 2021 and 2020, the accounting treatment applied to the investment held by the Bank in Prisma Medios de Pago S.A., which was made on the basis of the provisions of Memoranda No. 7/2019 and No. 8/2021 issued by the BCRA, each dated on April 29, 2019 and May 22, 2021, respectively. In March 2022, we transferred to a third party the shares we owned in Prisma Medios de Pago S.A and, as a result the income (loss) thereof was recorded in the three-month period ended March 31, 2022. If the fair value of our interest in Prisma Medios de Pago S.A. had been determined on the basis of IFRS-IASB, the income (loss) for previous years and for the year ended December 31, 2022 would have been different. This accounting treatment does not affect the shareholders’ equity value as of December 31, 2022; and |
| (iii) | the treatment to be applied to uncertain tax positions, which follows the guidance prescribed by Memorandum No. 6/2017 Financial Reporting Framework Established by the BCRA issued on May 29, 2017. As of December 31, 2021, such provision had been reversed in the statutory consolidated financial statements. |
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Because of such differences, our statutory consolidated annual financial statements for the fiscal years ended December 31, 2022, 2021 and 2020 are not comparable with the Consolidated Financial Statements included herein. In addition, we will continue to have differences during 2023 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2023. Consequently, our interim financial information for 2023 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F.
The Consolidated Financial Statements included in this annual report on Form 20-F have been prepared in accordance with IFRS-IASB.
We are subject to numerous restrictions on our ability to pay dividends.
We are subject to legal and other restrictions on our ability to pay dividends. In Argentina, financial institutions may distribute dividends provided that (i) they are not covered by the terms of sections 34 “Regularization and recovery” and 35 bis “Institution restructuring to safeguard lending and bank deposits” of the Law on Financial Institutions (Law No. 21,526); (ii) they are not receiving financial assistance from the BCRA; (iii) they are not in arrears or non-compliance with the information regime established by the BCRA; (iv) they meet minimum capital requirements and cash requirements and (v) they have complied with the additional capital margins applicable to them as provided for in Section 4 (Additional Capital Margins) of the BCRA’s Structured Income Distribution text. See “Item 8. Financial Information—A. Financial Statements and other Financial Information—Dividends”. Amounts available for distribution as dividends are determined pursuant to Argentine law and IFRS-BCRA. As a result, dividends may be paid when we have no income as determined under IFRS-IASB and, conversely, dividends may not be payable even if we have income as determined under IFRS-IASB. Moreover, BBVA as our majority shareholder has the power to approve or fail to approve any proposed dividends.
Communication “A” 6886, in force since January 31, 2020, provides that financial institutions must have the prior authorization of the Central Bank for the distribution of dividends. On March 19, 2020, the BCRA issued Communication “A” 6939 whereby the distribution of dividends by financial institutions to its shareholders, including the Bank, was suspended until at least June 30, 2020; the BCRA Communication “A” 7035 dated June 4, 2020 extended said suspension until December 31, 2020, which was subsequently extended to June 30, 2021 by Communication “A” 7181 and to December 31, 2021 by Communication “A” 7312.
Pursuant to Communication “A” 7421 dated December 16, 2021, the Central Bank enabled financial entities, from January 1, 2022 to December 31, 2022, to distribute dividends for up to 20% of their “distributable profit”. Financial entities, having the previous authorization of the Central Bank, had to make this distribution in twelve equal, monthly and consecutive installments.
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization to distribute dividends for up to 40 % of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
Legal, Regulatory and Compliance Risks
If we identify material weaknesses in our internal controls and procedures or otherwise fail to maintain their effectiveness, investor confidence in the Bank and the market price of our ordinary shares and ADSs may be adversely affected.
We maintain disclosure controls and procedures designed to ensure that we timely report information as specified in applicable Argentine and U.S. rules. Within such disclosure controls and procedures, we maintain a system of internal control over financial reporting.
We can provide no assurance that we will be able to maintain effective internal control over financial reporting in the future, that misstatements due to error or fraud or otherwise will not occur, that all control issues are detected or that we will be able to prepare our financial information on a timely basis. If our disclosure controls and procedures, including internal control over financial reporting, are not effective, it could have a material adverse effect on our business, results of operations and financial condition. Moreover, it could have an adverse effect on the price of our ordinary shares and ADSs and could subject us to regulatory.
Our management has issued a report on its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 and concluded that the Bank’s internal control over financial reporting was effective as of such date. See “Item 15. Controls and Procedures”.
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We operate in a highly regulated environment, and our operations are subject to regulations adopted, and measures taken, by several regulatory agencies.
Financial institutions in Argentina are subject to significant regulation relating to functions that historically have been determined by the Central Bank and other regulatory authorities (for capital requirements see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Requirements”). The Central Bank may penalize us, in case of any breach of applicable regulations. Similarly, the Argentine National Securities Commission (“CNV”), which authorizes securities offerings and regulates the public securities markets in Argentina, has the authority to impose sanctions on us and our Board of Directors for breaches of corporate governance. The Financial Information Unit (Unidad de Información Financiera, or “UIF”) regulates matters relating to anti-money laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions. Any such regulatory agencies could initiate proceedings and impose sanctions against us, our shareholders or our directors.
The Central Bank has also imposed restrictions on the positive foreign currency net global position of financial institutions, which have been modified several times, to prevent the Central Bank’s foreign currency reserves from further decreasing. As of the date of this annual report, the positive foreign currency net global position may not exceed 5% of the basic net equity plus complementary net equity (“RPC”) of the immediately preceding month.
In addition, pursuant to Communication “A” 7020, sanctions imposed by the Central Bank, the UIF, the CNV and/or the Superintendencia de Entidades Financieras y Cambiarias (the Superintendence of Financial Institutions and Exchanges, referred to as the “Superintendence”) and/or their authorities, may result in the revocation of the licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the board of directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution’s board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee or (iv) others, such as its managers.
The absence of a stable regulatory framework or the imposition of measures that may affect the profitability of financial institutions in Argentina and limit the capacity to hedge against currency fluctuations could result in significant limits to financial institutions’ decision-making ability. In turn, this could cause uncertainty and negatively affect our future financial activities and result of operations. In addition, existing or future legislation and regulation could require material expenditures or otherwise have a material adverse effect on our business, results of operations and financial condition.
In addition to regulations specific to our industry, we are subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls.
These or any other future governmental measures or regulations could have a material adverse effect on our business, results of operations and financial condition.
The instability of the regulatory framework, in particular the regulatory framework affecting financial institutions, could have a material adverse effect on financial institutions such as BBVA Argentina.
During the Kirchner administration new regulations were issued affecting financial institutions, mainly regulating the foreign exchange market and imposing new capital requirements for financial institutions. In this regard, Communications “A” 5272 and 5273 of the Central Bank, dated January 27, 2012, increased the capital requirements for financial institutions operating in Argentina. These Communications required certain minimum capital levels in order to support operational risks and the distribution of dividends, and an additional capital buffer equivalent to 75% of the total capital requirements. For more information regarding capital requirements for Argentine banks please see “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework”.
Moreover, a new law was approved by the Congress introducing amendments to the Central Bank’s Charter. The principal issues addressed by this law were the use of Central Bank’s reserves for the cancellation of public debt together with the implementation of policies by the Central Bank in order to interfere in the determination of interest rates and terms of loans to financial institutions.
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While the Macri administration repealed part of the regulatory framework enacted by the Kirchner administration, such as (i) the restrictions on the foreign exchange market, (ii) the regulations concerning minimum and maximum interest rates on certain loans and deposits, (iii) the requirements governing the flow of capital into Argentina, (iv) the percentage of foreign currency positions of financial institutions, (v) the monthly contributions that banks must set aside each month to fund the deposit guarantee fund, (vi) additional capital requirements for the dividend distribution, and (vii) the requirement of prior authorizations to increase commissions, it is still unclear whether the new regulatory framework will be stable and the impact that the new regulatory framework may have on our business.
Since the Fernández administration assumed office, numerous new laws have been enacted and rules modified, including (i) the enactment of the Law of Social Solidarity and Productive Reactivation within the framework of the public emergency, providing for a 30% tax on foreign transactions; (ii) the obligation for banks to open universal free accounts to certain people (people who have no bank account and who wish to have access to a no-fee free savings account in pesos); (iii) a special treatment for UVA-adjusted mortgage loans designed to limit the impact of inflation and generally limit payments to a maximum of 35% of family income until February 2021; (iv) minimum interest rates were set for certain time deposits; (v) new requirements regarding certain fintech “virtual wallet” payment service providers were approved; (vi) the use of interbank debit for the payment of new credits was prohibited; (vii) a maximum nominal interest rate of 55% was set for credit card financing; (viii) reporting of increases and additions to bank fees for a period of 180 days from February 19, 2020 was prohibited; and (ix) according to Communication “A” 6768, financial institutions had to have the prior authorization of the Central Bank of the Argentine Republic for the distribution of their results. In addition, on March 19, 2020, the BCRA issued Communication “A“6939 whereby the distribution of dividends was suspended until at least June 30, 2020. Communication “A” 7035 dated June 4, 2020 extended said suspension until December 31, 2020, which was subsequently extended to June 30, 2021 by Communication “A” 7181 and to December 31, 2021 by Communication “A” 7312.
Several rules were enacted during 2020 which, among others: (i) required the remaining balance arising from credit cards to be automatically refinanced between September 1, 2020 and September 30, 2020 up to a maximum rate of 40%; (ii) established the minimum rates for retail customers subject to certain variables; (iii) froze the installments of home mortgage loans and pledge loans adjusted to UVA index, and any unpaid installments were rescheduled; and (iv) ordered financial institutions to request any loan unpaid installments to be paid at the end of the life of the loan. Additionally, on March 19, 2020, the Central Bank issued Communication “A” 6938, temporarily easing the criteria to classify banks’ debtors established in the “Debtors’ Classification” rules and introduced certain changes to the manner in which financial institutions calculate RPC. Furthermore, in response to the crisis triggered by the Covid-19 pandemic, the Central Bank adopted a series of credit stimulus measures aimed at the most vulnerable economic sectors, primarily micro, small and medium-sized companies and the self-employed and eased reserve requirements for financial institutions that extended such credit lines. For a description of the effects of these regulations on BBVA Argentina, see “Item 5. Operating and Financial Review—Effects of Recent Regulatory Changes on BBVA Argentina”.
Financial institutions were also ordered to grant certain clients approved by the Argentine Tax Authority (“AFIP”) who applied for them, credit facilities at regulated rates denominated in pesos called “Zero Rate Credit” and “Zero Rate Credit Culture” provided for in Decree No. 332/2020, as amended.
Fees on automatically processed operations were suspended for a certain period of time and the possibility of notifying users of financial services of fee increases was suspended for 180 days, and after that period it was established that the expansion would be progressive for commodities.
During 2021 some of the rules issued during 2020 to mitigate the effects of the Covid-19 pandemic were relaxed while others were reinforced, including those enacted in relation to the protection of financial users, including the following: (i) the BCRA modified the terms for the settlement of credit card payments by shops; (ii) the requirements for online pre-approved credit were amended to exempt banks from certain requirements to grant the credit if the identity of the debtor was verified through biometric solutions with proof of life or upon cancellation by the bank of the approved credit and the assumption of the refund of the sums involved in a complaint filed by a client; (iii) the BCRA established new security measures to strengthen security regarding electronic payments and prohibiting wallets to link credit/debit cards other than those of the wallet holder; (iv) the Ministry of Commerce established mandatory minimum quality standards for remote care and communication services for suppliers of goods and services (with a six-month implementation period), including mandatory telephone assistance per person, online waiting times of no more than five minutes, guidelines for collection communications (free debt, mandatory data in letters, etc.), the prohibition of recordings to sell products or collect debts, the requirement to have trained personnel for personalized customer service, the establishment of deadlines for resolution of queries and complaints and the obligation to receive complaints from consumer associations from their official mail boxes, among others; (v) the Good Business Practices Guide on Gender and Diversity was adopted and the Consumer Protection Authority was requested to take all the necessary measures for its implementation, with suppliers of goods and services being invited to join; and (vi) the BCRA prohibited the financing in installments of purchases made by individuals and legal persons with credit cards of tickets abroad and other tourist services abroad (such as accommodation, car rental, etc.), whether carried out directly with the service provider or indirectly, through a travel agency and/or tourism, web platforms or other intermediaries.
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Similarly, during 2022, several restrictions already existing in 2021 were maintained including minimum rates for fixed terms, or maximum charges for credit card financing. Additionally, restrictions on overseas purchases were applied by prohibiting the financing of overseas products received through the postal system, or purchases in installments with credit cards in duty-free shops. New taxes for consumption abroad increased and were created. Additionally, the Central Bank issued accessibility guidelines for disabled persons for compliance by financial institutions.
As a result of changes in the resulting framework, since the beginning of the Fernandez administration, banking activity has been more restrictively regulated, with the stated goal of protecting users of financial services.
The absence of a stable regulatory framework or the introduction of new regulations that affect the banking business could limit the ability of financial institutions, including BBVA Argentina, to make long-term decisions, such as asset-allocation decisions, and could cause uncertainty with respect to or otherwise adversely affect our future business, results of operations and financial condition. We cannot assure that laws and regulations currently governing the financial sector will not continue to change in the future or that any changes will not have a material adverse effect on our business, results of operations and financial condition.
Exposure to multiple provincial and municipal legislation and regulations could adversely affect our business and results of operations.
Argentina has a federal system of government with 23 provinces and one autonomous city (Buenos Aires), each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters could have a material adverse effect on our business, results of operations and financial condition.
The Consumer Protection Law and the Credit Card Law may limit some of the rights afforded to us.
The Consumer Protection Law establishes a number of rules and principles for the protection of consumers. Although the Consumer Protection Law does not contain specific provisions for its enforcement in relation to financial activities, it does contain general provisions that might be used as grounds to uphold such enforcement, as it has been previously interpreted in various legal precedents. Moreover, the new Argentine Civil and Commercial Code has captured the principles of the Consumer Protection Law and established their application to banking agreements.
The application of both the Consumer Protection Law and the Credit Card Law No. 25,065, as amended by Law No. 26,010 (the “Credit Card Law”) by administrative authorities and courts at the federal, provincial and municipal levels has increased. Moreover, administrative and judicial authorities have issued various rules and regulations aimed at strengthening consumer protection. In this context, the Central Bank issued Communication “A” 5460, as supplemented and amended, granting broad protection to financial services customers, limiting fees and charges that financial institutions may validly collect from their clients. In addition, the Argentine Supreme Court of Justice issued the Acordada 32/2014, creating the Public Registry of Collective Proceedings for the purpose of registering collective proceedings (such as class actions) filed with national and federal courts. In the event that we are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of our rights, such as reducing our ability to collect payments due from services and financing provided by us, or otherwise adversely affect our business, results of operations and financial condition.
On September 18, 2014, a new pre-judicial service of dispute resolution was created by Law No. 26,993, in order for consumers and providers to resolve any dispute within the course of 30 days, including fines for companies that do not attend the hearings.
Furthermore, the rules that govern the credit card business provide for variable caps on the interest rates that financial institutions may charge clients and the fees that they may charge merchants. Moreover, general legal provisions exist pursuant to which courts could decrease the interest rates and fees agreed upon by the parties on the grounds that they are excessively high. A change in applicable law or the existence of court decisions that lower the cap on interest rates and fees that clients and merchants may be charged would reduce our revenues and therefore negatively affect our results of operations.
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The application of this regulation or any new regulation that may limit some of the rights afforded to us could have a material adverse effect on our business, results of operations and financial condition.
We are exposed to compliance risks.
Due to the nature of our activities, we are exposed to certain compliance risks. In particular, we must comply with regulations regarding customer conduct, market conduct, the prevention of money laundering and the financing of terrorist activities, the protection of personal data, the restrictions established by national or international sanctions programs and anticorruption laws (including the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010), the violations of which may lead to very significant penalties. These anti-corruption laws generally prohibit providing anything of value to government officials for the purposes of obtaining or retaining business or securing any improper business advantage. As part of our business, we directly or indirectly, through third parties, deals with entities whose employees are considered to be government officials. The Bank’s activities are also subject to complex customer protection and market integrity regulations.
Generally, these regulations require banking entities to, among other measures, use due diligence measures to manage compliance risk. Sometimes, banking entities must apply reinforced due diligence measures, due to the nature of their activities (among others, private banking, money transfer and foreign currency exchange operations), as they may present a higher risk of money laundering or terrorist financing.
Although we have adopted policies, procedures, systems and other measures to manage compliance risk, we are dependent on our employees and external suppliers for the implementation of these policies, procedures, systems and other measures, and we cannot guarantee that these are sufficient or that our employees (5,888 as of December 31, 2022) or our business partners, agents and/or other third parties with a business or professional relationship with us, do not circumvent or violate our ethics and compliance regulations, acts for which such persons or us could be held ultimately responsible and/or that could damage our reputation. In particular, acts of misconduct by any employee, and particularly by senior management, could erode trust and confidence and damage our reputation among existing and potential clients and other stakeholders. For example, on October 25, 2022 we were notified by the BCRA of the opening of several criminal proceedings against the Bank and certain of its directors and employees related to exchange operations carried out in alleged breach of the provisions of point 9 of Communication “A” 6770 BCRA (in relation to tickets associated with operations carried out between residents and the advanced payment of imports). The Central Bank proceeded to accumulate the different files and treat them as a single case. Depositions have been filed by the Bank and all accused directors and employees. Our actual or alleged misconduct in any number of activities or circumstances, including operations, employment-related offenses such as sexual harassment and discrimination, regulatory compliance, the use and protection of data and systems, and the satisfaction of client expectations, and actions taken by regulators or others in response to such misconduct, could lead to, among other things, sanctions, fines and reputational damage, any of which could have a material adverse effect on our business, financial condition and results of operations.
Furthermore, we may not be able to prevent third parties from using our banking network in order to launder money or carry out illegal or inappropriate activities. Further, financial crimes continually evolve and emerging technologies, such as cryptocurrencies and blockchain, could limit our ability to track the movement of funds. Additionally, in adverse economic conditions, it is possible that financial crime attempts will increase significantly.
If there is a breach of the applicable regulations or of our ethics and compliance regulations or if the competent authorities consider that we do not perform the necessary due diligence inherent to our activities, such authorities could impose limitations on our activities, revoke our authorizations and licenses, or impose economic penalties, all of which could have a significant adverse impact on our business, financial condition and results of operations. Furthermore, we from time to time conduct investigations related to alleged violations of such regulations and of our ethics and compliance regulations, and any such investigation or any related proceeding could be time consuming and costly, and its results difficult to predict.
Further, the Covid-19 pandemic led to new specific regulations largely focused on consumer protection being adopted in many countries, including Argentina, mainly in 2020. The need to timely adapt the Group’s processes and systems to these new regulations under the then prevailing circumstances posed a compliance risk. Likewise, the increase in remote account opening driven in part by the pandemic has resulted in increased money laundering risks. Additionally, criminals have sought to exploit the opportunities created by the pandemic across the globe, which has resulted in increased money laundering risks associated with counterfeiting of medical goods, investment fraud, cyber-crime scams and exploitation of economic stimulus measures put in place by governments. Increased strain on our communications surveillance frameworks could raise our market conduct risk.
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Argentine corporate disclosure, governance and accounting standards may require us to provide different information than would be required under U.S. standards. This difference could limit investors’ ability to evaluate our business, results of operations and financial condition, and influence investors’ decisions whether to invest in our securities.
The securities laws of Argentina that govern publicly-listed companies, such as us, impose disclosure requirements that are more limited than those in the United States. The Argentine securities markets are not as highly regulated and supervised as the U.S. securities markets. There are also important differences between accounting and financial reporting standards applicable to financial institutions in Argentina and those in the United States. As a result, financial statements and reported earnings of Argentine financial institutions generally differ from those reported based on U.S. accounting and reporting standards.
The Consolidated Financial Statements included in this annual report on Form 20-F have been prepared in accordance with IFRS-IASB. By contrast, the Bank’s statutory consolidated annual financial statements for the fiscal year ended December 31, 2022 were prepared pursuant to the reporting framework established by the Central Bank requiring supervised entities to submit financial statements prepared pursuant to IFRS-IASB with certain exceptions. We will continue to have differences during 2023 between our statutory consolidated financial statements and the financial statements required by IFRS-IASB. We do not intend to report in accordance with IFRS-IASB on an interim basis during 2023. Consequently, our interim financial information for 2023 will not be comparable with the Consolidated Financial Statements and other information contained in this annual report on Form 20-F. See “Presentation of Financial Information” and “Item 3. Key Information—D. Risk Factors—Risks Relating to the Argentine Financial System and to BBVA Argentina—The Argentine economy qualifies as a hyperinflationary economy under IAS 29. Given that the peso is our functional currency, we apply IAS 29 for periods ending after July 1, 2018, and our Consolidated Financial Statements and other financial information are presented in terms of the measuring unit current at December 31, 2022”.
Accordingly, the information available about us will not be the same as the information available about a U.S. company. The fact that we report in IFRS-IASB for purposes of this annual report on Form 20-F whereas we report in IFRS-BCRA for local and interim reporting purposes, together with the differences in the accounting and disclosure requirements among IFRS-BCRA, IFRS-IASB and U.S. GAAP, could limit investors’ ability to evaluate our business, results of operations and financial condition, and influence investors’ decisions whether to invest in our securities.
The special rules that govern the priority of different stakeholders of financial institutions in Argentina, which give priority to depositors with respect to most other creditors, may negatively affect other stakeholders in case of judicial liquidation or bankruptcy of the Bank.
Argentine Law No. 24,485, in force since April 18, 1995 and as amended by Law No. 25,089, provides that in case of judicial liquidation or bankruptcy of a financial institution such as BBVA Argentina, all depositors, irrespective of the type, amount or currency of their deposits, will have general and absolute preferential rights with respect to all other creditors, except for certain labor credits and credits secured with a pledge or mortgage, to be paid with 100% of the funds deriving from the liquidation of our assets. In addition, depositors of any kind of deposits have special preferential rights over the remaining creditors of us, except for certain labor credits, to be paid with (i) any of our funds which may be held by the Central Bank as total reserves, (ii) any remaining funds of ours in existence as of the date on which our license is revoked, or (iii) any funds derived from the compulsory transfer of certain of our assets according to instructions of the Central Bank, in the following order of priority: (a) deposits made by legal entities up to Ps.5,000 per entity, or its equivalent in foreign currency, (b) deposits for terms exceeding 90 days and (c) all other deposits on a pro rata basis.
In case of a judicial liquidation or bankruptcy of a financial institution such as BBVA Argentina, shareholders may not be able to partially or completely recover their investment due to the priority imposed by law.
ITEM 4. INFORMATION ON THE COMPANY
Recent Political and Economic Developments in Argentina
In 2019, GDP fell 2.2% while inflation reached 53.8% and the peso depreciated 54.8%.
During the first quarter of 2020, the Fernandez administration started to negotiate with private creditors to restructure the scheduled maturities of public debt. However, on March 19, 2020, the government declared a lockdown in order to prevent the spread of the Covid-19 pandemic and work on strengthening the health system, all of which had a significant impact on the ongoing debt negotiations and economic activity. The measures adopted by the government led to the slowdown or suspension of most non-essential activities carried out by individuals, which had a significant impact on the economy at the national, regional and global levels, due to the disruption or slowdown of supply chains, coupled with rising economic uncertainty, as evidenced by the increased volatility in asset prices and exchange rates, and a decline in long-term interest rates.
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After three months of strict lockdown and a series of unaccepted restructuring offers, Argentina’s credit rating was downgraded to Selective Default, following the default in a coupon payment of US$503 million. However, the government continued to try to reach an agreement with its main creditors.
The Treasury finally reached an agreement with its main creditors on August 4, 2020, obtaining a 93.55% adherence, which ended up being a 99% adherence, thanks to the application of the collective action clauses of the restructured bonds (under which the terms of the restructuring were applied to all bondholders as a result of the level of consensus having reached a 75% threshold). The debt restructuring entailed a significant coupon reduction (from nearly 7% to 3%) with a small capital haircut (less than 2% on average).
This agreement was insufficient to offset the uncertainty resulting from the Covid-19 crisis that forced the Central Bank to issue pesos in an amount equal to approximately 7% of the GDP during 2020 to cover fiscal needs and mitigate the economic effects of the crisis. The foreign exchange premium, the difference between the official and the parallel exchange rate, rose to 130% in September 2020, and the Central Bank sold US$1,300 million to curb peso depreciation during that month (selling a total of US$4,600 million in 2020). However, after the significant increase of the parallel exchange rate, the government partially eased some of the foreign exchange controls introduced in September and the market responded positively. The foreign exchange premium was reduced to 70% while the loss of international reserves was partially reversed.
The Covid-19 crisis also affected Argentina’s fiscal balance, which reached a primary fiscal deficit of 6.5% of GDP in 2020, mainly driven by the economic contraction that led both to a decline in tax collection and a rise in public spending. In 2020, GDP fell 9.9% while inflation reached 36.1%.
In 2021, some of the key events in the economy were related to the vaccination plan against Covid-19. Although Argentina had obtained contracts with several laboratories, they were delayed in their deliveries due to logistical problems. In the first half of the year, new isolation measures were applied due to the increase in the number of infections. Therefore, the economic recovery (which had started in the second half of 2020) slowed down in the second quarter of 2021. This situation was reversed in June, and vaccination is advancing at an accelerated pace. This resulted in a more rapid reopening of economic activities during the second half of the year, boosting the recovery of GDP in 2021, which increased 10.3%, reaching pre-pandemic levels.
In 2021 Argentina held mid-term elections, testing the Fernández administration, which received only 33.5% of the votes (compared to 48% in the elections held in 2019), while the main opposition coalition obtained 41.9% of the votes. As a result, the Fernández administration lost the majority in the Senate for the next two years, while remaining the largest minority in the lower house of the Congress.
Inflation accelerated from 36.1% in 2020 to 50.9% in 2021, while the economy faced constant exchange rate pressures during the year and the premium between the official and the parallel exchange rate exceeded 100% for several months. The Central Bank introduced further exchange market restrictions and import controls during 2021 to curb the depreciation of the peso, which depreciated 23% in the year.
Thereafter, the government presented to Congress a bill for a new agreement with the IMF which would replace the SBA signed in 2018. The bill was approved in March 2022 despite the lack of endorsement by the Kirchnerist wing of the ruling coalition. The new program is an EFF, for a ten-year term (with a grace period of 4 and a half years), and it does not require any structural reforms. Compliance with the EFF is reviewed on a quarterly basis and compliance of the economic targets is necessary to cover the maturities of the SBA. The EFF contains the minimum requirements for fiscal convergence, reserve accumulation and reduction of monetary issuance for a path towards fiscal balance in 2025, an accumulation of USD 15 billion of net international reserves in the next three years, and a reduction of the Treasury’s monetary financing, to zero in 2024.
In 2022 political and economic instability has been high, including with regards to the economic cabinet, which had three Ministers of Economy during the year. In July, following a month of very high economic and financial tensions, the Minister of Economy Martín Guzmán unexpectedly resigned being replaced by Silvina Batakis. She was appointed without the support of the entire ruling coalition, and in the midst of a failed attempt to calm financial tensions, she was replaced by Sergio Massa (a lawyer by profession and one of the main partners of the ruling coalition) only 24 days after taking office. His appointment brought calm to the markets, and since his arrival he has implemented a slow but consistent reduction of the fiscal deficit, focused on the revision of subsidies to public services tariffs, and an accumulation of international reserves centered on a multiple exchange rate scheme, with benefits for soybean exporters. Finally, direct transfers from the Central Bank to the Treasury have been reduced to Ps.130 billion since September 2022 compared to Ps. 630 billion between January, 2022 and July, 2022
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In 2022, GDP grew 5.2% while inflation reached 94.8%, the highest value since 1991.
Economic Data
| • | Economic Activity |
In 2022, GDP grew 5.2%. The normalization of economic activity after the Covid-19 pandemic was the main driver for this growth.
The unemployment rate decreased again in 2022 and stood at 6.3% at December 31, 2022 compared to 8.7% at December 31, 2021. However, the quality of employment did not improve, with a higher incidence of underemployment and workers working in the informal economy. The average job informality (measured as the self- employed plus the employees with no social security over the total employees) rose from 45.4% in 2020 to 47.1% and 49.7% in 2021 and 2022, respectively, according to INDEC.
In 2021, economic activity showed a strong rebound from the decline in 2020. The reopening of almost all activities, coupled with government policies to boost demand led to a GDP growth of 10.3%.
Employment and unemployment also improved compared to 2020. In 2021, employment averaged 42.4% compared to 38.3% in 2020 and unemployment averaged 8.7% compared to 11.4% in 2020.
In 2020, economic activity was significantly affected by the Covid-19 pandemic. GDP fell 9.9% in 2020 compared to 2019, despite showing a positive trajectory in the second half of the year.
The average unemployment rate rose from 8.9 % in the last quarter of 2019 (9.8% annual average in 2019) to an average of 11.0% in the last quarter of 2020. The average employment rate fell from 43.0% in the fourth quarter of 2019 to an average of 40.1% in the fourth quarter of 2020, and the economically active population fell from an average of 47.2% in the last quarter of 2019 to an average of 45.0% in the fourth quarter of 2020.
| • | Prices |
In 2022, inflation reached 94.8%, its highest value since 1991. The increase in prices that followed Minister Martin Guzman sudden departure together with the adjustments in the regulated prices partly explain the inflationary acceleration in 2022 compared to 2021. Core inflation was 90.6% while regulated prices grew 85.7%.
In 2021, inflation was 50.9%. The economic activity rebound and the increase of global commodity prices, together with the monetary pressures caused by high fiscal needs, increased inflation towards the high levels experienced in 2019 and 2018. During this period, core inflation, which shows the strength of the inflationary process, was 54.9%.
Inflation showed a substantial decrease in 2020 compared to 2019, reaching 36.1%, primarily as a result of the negative effects of the Covid-19 pandemic on activity levels, the freezing of public utility prices and the Central Bank’s willingness to avoid a sharper exchange rate depreciation.
The performance of CPI components was very uneven in 2020, with seasonal prices (prices that depend on whether it is high or low season) increasing 64.4%, while regulated prices (prices controlled by the government, usually public utility rates) only grew 14.8%. Core inflation was 39.4% in 2020.
| • | Public Finances |
The Government met the fiscal target with the IMF in 2022, accumulating a primary fiscal deficit of 2.4% of GDP (with a target of 2.5%). Compliance was largely due to the deceleration of spending in the second half of the year as a result of the adjustment of subsidies to utility tariffs, and to higher tax revenues derived from increased economic activity and the higher than expected liquidation of soybean dollars. The public sector recorded a primary fiscal deficit of Ps. 1.95 trillion in 2022.
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Measures taken by the govermment during the second half of 2022 partly corrected the dynamics of the fiscal result supported by the implementation of the soybean dollar in September and December and the advanced payment of corporate extraordinary income tax installments. Primary expenditure, which had increased 11.4% in real terms during the first half of 2022 compared to the first half of 2021, decreased by 9.4% in real terms during the second half of 2022 compared to the second half of 2021, primarily due to the adjustment of social benefits and subsidies which, measured in real terms, fell by 7.6% and 24.2%, respectively, in the second half of 2022. As a result, the primary deficit amounted to 2.4% of GDP in 2022.
The primary fiscal deficit was reduced in 2021. The government began a partial withdrawal of the Covid-19 assistance package and improved activity levels allowed tax revenues to grow more than expenditures. In 2021, revenues grew 83.0% year-on-year, while expenditures grew 50.0%. At the same time, the IMF transferred USD 4,300 million (1% of GDP) to Argentina in the form of SDRs. SDRs are supplementary foreign exchange reserve assets defined and maintained by the IMF. SDRs are units of account for the IMF, and not a currency per se. They represent a claim to currency held by IMF member countries for which they may be exchanged), which in accounting terms is taken as current income, making the deficit even lower. All of this resulted in a primary fiscal deficit of 2.0% of GDP (3.0% without taking into account the effect of the SDRs) in 2021.
The public sector recorded a primary fiscal deficit of Ps.1,750 billion (equivalent to 6.5% of GDP in 2020). The Covid-19 pandemic negatively affected both public income and expenses. The government had to increase subsidies to provinces and families as well as social assistance, leading to a 63.5% increase in public expenses compared to 2019. Additionally, public revenues only increased 23.0%, significantly below inflation levels, due to reduced economic activity levels.
Tax revenues increased 28.2% in 2020, being the only substantial nominal raise compared to 2019. The debt restructuring impacted capital inflows, which declined 20.2% in 2020 compared to 2019.
Economic subsidies grew 105.9% in 2020 and transfers to provinces increased 153.2% as a result of subsidies granted in the context of the Covid-19 pandemic.
The domestic public sector recorded a primary deficit of Ps.95,122 million in 2019, accounting for approximately 0.44% of GDP, representing a 72.0% decrease compared to 2018.
Primary public spending showed a year-on-year 37.2% increase while revenues from the public sector increased by 51.4%. Repayment of interest on public debt increased by 86.2% as a result of both an increase in indebtedness and the devaluation on liabilities denominated in foreign currency. The overall deficit reached Ps.819,407 million, accounting for a 12.6% increase compared to 2018.
With respect to spending, in 2019 there was a year-on-year 12.4% increase in capital spending while direct transfers to economic sectors rose by 20.3%, to partially offset the effect of devaluation on the price of energy. Total welfare benefits increased by 46.6%, operating expenditures increased by 31.6% and transfers from the federal government to the provinces increased by 61.3%.
Tax revenues rose by 48.2% in 2019 primarily due to an increase in revenues from export duties, which increased by 304.6%.
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| • | External Sector |
Trade surplus decreased in 2022 due to higher energy prices, one of Argentina’s main imports. As a result, the trade balance amounted to US$6,923 million, a 53% decrease compared to 2021. Exports amounted to US$88,445 million while imports amounted to US$81,522 million.
In the foreign exchange market, the peso depreciated by 42.6% in 2022, reaching 177.1 Ps/US$ on December 31, 2022.
International reserves were US$44.6 billion as of December 31, 2022, a US$4,9 billion increase compared to the balance as of December 31, 2021, mainly due to the application of a differential exchange rate to soybean exports.
Trade surplus reached US$14,750 million in 2021, increasing from a US$12,530 trade surplus in 2020, mainly driven by a major rise in commodity prices. Exports amounted to US$77,935 million in 2021, a 42.0% rise compared to 2020, while imports amounted to US$63,185 million in 2021, a 49.2% rise compared to 2020.
In the foreign exchange market, the peso depreciated by 22.1% in 2021, reaching 102.8 Ps/US$ on December 31, 2021.
International reserves were US$39.7 billion as of December 31, 2021, a US$5,2 billion decrease compared to the balance as of December 31, 2020, mainly due to interventions in the exchange rate spot market to mitigate the depreciation of the peso.
Trade surplus reached US$12,530 million in 2020, down from a trade surplus of US$15,990 million in 2019, mainly driven by a steeper decline in exports than imports during the year. Exports amounted to US$54,884 million in 2020, a 15.7% decline compared to 2019, while imports amounted to US$42,354 million, a 13.8% decline compared to 2019, partially offsetting the fall in exports.
In the foreign exchange market, the peso depreciated by 28% in 2020, reaching 82.63 Ps/US$ on December 31, 2020. The depreciation of the peso was in line with inflation. However, the parallel exchange rates were very volatile, and particularly sensitive to money issuances. The Central Bank managed to contain the gap between the official and alternative exchange rates until August 2020, when the official exchange rate started to increase, reaching its peak in October at 130%.
International reserves were US$39.41 billion as of December 31, 2020, a US$5,438 million decrease compared to the balance as of December 31, 2019, mainly due to interventions in the exchange rate spot market to mitigate the depreciation of the peso.
Monetary Policy
President Fernandez took office on December 10, 2019. A week later, the government sent the “Social Solidarity and Productive Reactivation Law” to Congress, which was passed on December 23 (Law Nº 27,541). Among other measures, the government increased export taxes and levied a 30% tax on foreign exchange purchases for tourism, expenditures abroad, or without specific application. Previously, the Central Bank had established a maximum limit of US$200 for the purchase of foreign currency per calendar month across all entities authorized to trade in foreign exchange, as well as for purposes of formation of foreign assets, family assistance remittances, and transactions with derivatives.
The first quarter of 2020 was significantly affected by a soft monetary policy, which was reflected in the Leliq rate, which decreased from 55% as of January 1, 2020 to 38% as of March 31, 2020. The Central Bank purchased US$659 million of international reserves in the foreign exchange spot market, while the monetary base increased by 15%.
However, the Covid-19 pandemic impacted an already damaged economy. The Central Bank had to finance the Treasury expenditures by issuing pesos due to the difficulty of accessing the debt market, given the ongoing debt restructuring negotiation. During the second quarter of 2020, the Central Bank issued approximately 50% of the December 2019 monetary base.
Once the lockdown was softened during the third quarter of 2020, the Central Bank started to partially absorb those previously issued pesos, in order to avoid an inflationary acceleration. As a result, the Central Bank’s interest-bearing liabilities grew more than 90% nominally during 2020.
International reserves started to fall in April and May 2020 and, on May 28, 2020, the Central Bank released Communication “A” 7030, which limited the amount of dollars allowed to be bought by private importers, negatively affecting activity levels.
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After successfully restructuring the sovereign debt with private creditors, the Central Bank decided to tighten foreign exchange controls. These measures triggered uncertainty in the markets and led to a US$1,442 million reserves loss and an increase in the foreign exchange premium to 130% in October 2020. In response to this uncertainty, the Treasury started a partial easing of the previous foreign exchange controls and committed to look for financing in the local debt market, rather than obtaining transfers from the Central Bank.
The foreign exchange premium was reduced to 80% in December 2020.
The monetary base grew 40% in 2020 compared to 2019, the increase was not higher due to the willingness of the Central Bank to absorb part of the issuance by its interest-bearing liabilities.
Following the 2020 money issuance, inflation began to accelerate in 2021. Nevertheless, the Central Bank decided to maintain the monetary policy rate unchanged throughout the year, mainly to push the economic recovery. Simultaneously, the Central Bank sought to control the official and parallel exchange rates through interventions and new regulations.
The Central Bank’s interest-bearing liabilities remained above 10% of GDP, while the monetary base rose 34.2% in 2021, as the monetary authority issued nearly 4% of the GDP to finance fiscal needs.
Following a soft monetary policy in 2021, in 2022, the Central Bank raised interest rates to cope with accelerating inflation. The monetary policy rate rose from 38% in January 2022 to 75% in September 2022, and has remained stable at 75% since then.
In 2022, the Central Bank issued money amounting to 3.6% of GDP to assist the Treasury by means of direct transfers and the purchase of Treasury instruments in the secondary market. The monetary base grew 42.4% in 2022 due to the Central Bank absorbing part of the money surplus via interest bearing liabilities, which amounted to 11.8% of GDP as of December 2022.
Financial System
All comparisons of the financial system contained in this annual report on Form 20-F are presented in nominal terms.
Sight deposits grew 64.7% during 2020 while term deposits grew just 46.7% with strong growth of the term deposits indexed by the benchmark stabilization coefficient/purchasing power unit (CER/UVA), which grew 200.7% during 2020, in comparison with a 43.8% growth for traditional terms deposits.
Dollar-denominated deposits decreased 13.7% in 2020, after a 32.9% decline in 2019.
The loans growth performance in 2020, both for individuals and companies, was positive, growing 21.98%, given the lower interest rates and the market need for credit due to the lockdown.
The Central Bank reduced the Leliq interest rate in the first quarter of 2020, from 55% to 38%, seeking to increase economic activity levels. In October 16, 2020, the Central Bank started to use the REPO rate to absorb the issued money.
The Badlar interest rate (interest on deposits in excess of Ps.1 million) of private banks, stated in monthly averages, was 35.3% in January 2020, declining to 20% in April and raising to 33.4% in December 2020 in order to partially control the monetary overhang.
Sight deposits grew 61.7% during 2021 while term deposits grew 55.9% with strong growth of the term deposits indexed by the benchmark stabilization coefficient/purchasing power unit (CER/UVA), which grew 189.0% during 2021, in comparison with a 52.5% growth for traditional terms deposits.
Dollar-denominated deposits increased only 1.1% in 2021.
The loans growth performance in 2021, both for individuals and companies, was positive, growing 49.4%, given the lower interest rates and the market need for credit due to the lockdown.
Private sector deposits grew 91.7% in 2022 compared to 2021. This was mainly explained by a 124.1% increase in term deposits and a 76.2% increase in sight deposits with term deposits increasing more than sight deposits primarily due to the inflationary acceleration in 2022, with inflation increasing from 50.9% in 2021 to 94.8% in 2022. Dollar denominated deposits fell by 4.7% in 2022 compared to 2021. Finally, loans for individuals and companies grew 65.2%, with those denominated in Peso growing 66.2% and those denominated in USD decreasing 11.4%.
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| A. | History and Development of the Company |
BBVA Argentina, an Argentine corporation (sociedad anónima or “S.A.”), was duly incorporated under the name Banco Francés del Río de la Plata S.A. on October 14, 1886. The Bank has registered its office in Avenida Córdoba 111 31st floor, C1054AAA, Ciudad Autónoma de Buenos Aires, Argentina; telephone number 54-11-4346-4000. The Bank’s agent in the United States for U.S. federal securities law purposes is CT Corporation System, currently with offices at 28 Liberty Street, New York, New York 10005.
BBVA Argentina’s original bylaws were approved on November 20, 1886 by a decree recorded in the Public Registry of Commerce of the City of Buenos Aires, and the last amendment was recorded on October 17, 2019. Pursuant to its current corporate bylaws (“Bylaws”), the Bank will terminate its activities on December 31, 2080, unless this term is extended by the shareholders. On April 24, 2019, the ordinary and extraordinary general meeting of shareholders approved the change of the Bank’s corporate name to “BBVA Argentina S.A.” and the consequent amendment to the Bylaws to reflect the new corporate name. Notwithstanding the foregoing, in response to a BCRA requirement and based on the authorization granted by the shareholders’ meeting, the Board of Directors, at its meeting held on May 28, 2019, decided to adopt the denomination “Banco BBVA Argentina S.A.”. The BCRA through resolution No. 166 dated July 25, 2019 made no remarks on said change of corporate name, which has been duly registered before the Argentine Superintendence of Corporations (“IGJ”). In addition, in the aforementioned shareholders’ meeting amendments to sections 6 and 15 of the Bylaws were approved. Our Bylaws were duly registered before the IGJ on October 17, 2019, under No. 21332 Book 97 of Corporations.
At the ordinary and extraordinary shareholders’ meeting held on April 20, 2021, our shareholders approved an amendment to section 22 of our Bylaws in order to include the possibility of holding remote shareholders’ meetings. This amendment was registered before the Public Registry of Commerce on July 21, 2021 under No. 11156, Book 1037 of Corporations.
The Bank is supervised by the Central Bank, an entity that establishes valuation and accounting criteria, the rules on liquidity and capital requirements as well as the reporting systems of Argentine financial institutions. It is also subject to inspections by the Central Bank, based on which it is assigned a “rating”. See “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework”.
On March 8, 2019, the respective boards of directors of BBVA Argentina and BBVA Francés Valores S.A. proposed the merger of the two companies, and on April 24, 2019, the respective shareholders’ meetings approved the transaction. The merger was registered before the IGJ on August 27, 2021, under No. 13335, Book 104 of Corporations.
On March 26, 2019 Mr. Jorge Bledel presented, and the Board of Directors accepted, his resignation as member of the Board. The shareholders’ meeting held on April 24, 2019 elected Mrs. María Isabel Goiri Lartitegui to succeed Mr. Jorge Bledel, and she became the new chairwoman of the Board. Through Resolution No. 161 dated July 25, 2019, the BCRA declined to comment on the appointment of Ms. Goiri Lartitegui as chairwoman of the Board.
On March 27 and April 16, 2020, the Board of Directors of BBVA Argentina approved the Bank’s participation in the “Play Sistémico” project, the purpose of which is to develop a payment solution for customers, led by the four main private banks in the market, including us, Banco Macro S.A., Banco Santander Río S.A. and Banco de Galicia y Buenos Aires S.A.U. In accordance with the business plan presented to the Board of Directors, on May 26, 2020, “Play Digital S.A.” was incorporated, a company in which the Bank owns a 10.762% shareholding interest as of the date of this annual report on Form 20-F. Play Digital S.A. was registered before the IGJ on June 9, 2020, under No. 5995, Book 99 of Corporations.
On May 11, 2021, the Board of Directors of BBVA Argentina approved the Bank’s participation (with a 12.5% stake) in the constitution of a new company called “Openpay Argentina SA”, with the majority shareholder being BBV América S.L., (with a 87.49% stake). The purpose of this new company is to act as a payment service provider, in accordance with the BCRA’s mandated text on Complementary Services for Financial Activity. Openpay Argentina S.A. was registered before the IGJ on May 9, 2021, under No. 7809, Book 103 of Corporations.
On March 29, 2022, Mrs. Goiri Lartitegui presented, and the Board of Directors accepted, her resignation as member of the Board. The shareholders’ meeting held on April 29, 2022 elected Mr. de Cristóbal de Nicolás to succeed Mrs. Goiri Lartitegui and become the new chairman of the Board. Through Resolution No. 355 dated September 15, 2022, the BCRA did not comment on the appointment of Mr. de Cristóbal de Nicolás as chairman of the Board.
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| B. | Business Overview |
BBVA Argentina is a subsidiary of Banco Bilbao Vizcaya Argentaria S.A., its main shareholder since 1996. In Argentina, it is one of the leading private financial institutions since 1886. Nationwide, BBVA Argentina offers retail and corporate banking to a broad customer base, including individuals, SMEs, and large companies. BBVA Argentina subsidiaries are BBVA Asset Management Argentina S.A. and Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) in the financial sector, and PSA Finance Argentina Compañía Financiera S.A, and Volkswagen Financial Services Cía Financiera S.A. in the automotive finance sector. It also holds a joint venture relationship with Rombo Compañía Financiera S.A., also in the automotive finance sector, and small interests in its associates BBVA Consolidar Seguros S.A., Interbanking S.A., Play Digital S.A. and Openpay Argentina S.A.
BBVA Argentina’s corporate purpose is to bring the age of opportunities to everyone, executing on our strategic priorities to capture the opportunities of the new era and achieve our goals. BBVA Argentina’s strategy is based on three pillars: (1) differentiation, by improving our clients’ financial health, and helping them transition towards a sustainable future; (2) superior performance, by having operational excellence and reaching more clients; and (3) being an accelerator, which includes the best and most engaged teams and Data and Technology. The institution relies on solid values: “The customer comes first”; “We think big”; and “We are one team”.
Data and technology are the main catalyzers of innovation and operational excellence. We want to be a “data-driven bank” and deliver high quality solutions ensuring reliability and security, while decreasing costs.
The Bank was one of the first companies to be listed on the Buenos Aires Stock Exchange (ByMA), quoting since 1888 (ticker: BBAR). It also has been listed on Mercado Abierto Electrónico (“MAE”) since 2018. Its shares in the form of American Depositary Shares (ADSs) have been listed on the New York Stock Exchange (“NYSE”) since 1993 (ticker: BBAR) and on the Madrid-based Mercado de Valores Latinoamericanos (LATIBEX) since December 1999 (ticker: XBBAR).
In 2019 the BBVA Group adopted a globally standardized trademark, “BBVA”, in addition to a new company logo. This new identity reflects the BBVA Group’s values, especially “We are one team”, which emphasizes the importance of the people who work within the BBVA Group and their commitment to the BBVA project. In Argentina, the Company was rebranded as BBVA Argentina.
As of December 31, 2022, the Bank had total consolidated assets of Ps.1,951.9 billion, of which Ps.717.1 billion comprised its loan portfolio. Regarding liabilities, the Bank had consolidated total liabilities of Ps.1,590.5 billion, of which Ps.1,313.8 billion were total deposits. Total shareholders’ equity was Ps.361.4 billion, on a consolidated basis. Consolidated net profit for the year ended December 31, 2022, was Ps.57.9 billion and for the year ended December 31, 2021 was Ps.18.2 billion.
BBVA Argentina is the third largest privately-owned bank, and fifth largest bank in Argentina in terms of private loans (as of November 2022, on a consolidated basis, as per Central Bank last quarterly available information). As of December 31, 2022, the Bank had 8.2% of total banking system private loans on an unconsolidated basis, and 9.1% on a consolidated basis. Market share as of December 31, 2022 for retail loans (including consumer, mortgage, credit card and pledge loans) was 8.6% on an unconsolidated basis and 9.5% on a consolidated basis. Market share for commercial loans (including discounted instruments, overdrafts, financial leases, financing and prefinancing of exports and other loans) as of December 31, 2022 was 7.6% on an unconsolidated basis and 8.6% on a consolidated basis. BBVA Argentina is the third largest local private bank, and fifth largest bank in Argentina in terms of private deposits (as of November 2022, on a consolidated basis, as per Central Bank last quarterly available information). As of December 31, 2022, the Bank had a 6.6% market share of total banking system private deposits.
As presented in this annual report on Form 20-F, market share data is based on data published by the Central Bank which has not been inflation adjusted. As such, certain information presented in this annual report as adjusted for inflation may not be directly comparable to information published by the Central Bank.
Through its universal banking platform, the Bank provides a broad range of financial and non-financial services both to individuals and companies throughout Argentina, across all segments of the population, including retail and commercial banking, insurance, asset management, securities brokerage, and investment banking products and services. BBVA Argentina believes the wide range of financial solutions offered to its customers, complemented by unique strategic alliances and partners, as well as the capacity to leverage the BBVA Group’s global expertise, relationships and technological platform, gives it a significant competitive edge compared to other Argentine companies in the financial sector. Such competitive advantages place it in a privileged position to capture opportunities and capitalize on the potential consolidation of a fragmented banking sector.
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The Bank manages the following entity-wide business lines:
| • | Retail banking, through which it offers financial services to individuals across all income segments. The Bank’s main retail banking products include checking and savings accounts, time deposits, credit cards, consumer and pledge loans, mortgages, insurance and investment products. Despite the Bank’s historically strong presence within the middle-income and affluent segments of the population, its products and distribution channels are designed to attract clients across all client segments. As of December 31, 2022, there were approximately 3.58 million active (defined as a client of at least one product with at least “one movement” in the last three months or with a minimum deposit balance) retail banking clients, compared to 3.24 million active retail banking clients as of December 31, 2021. The Bank’s market share for consumer and mortgage loans as of December 31, 2022, was 6.2% and 2.0%, respectively. In terms of pledge loans, the Bank’s market share was 2.1% on an unconsolidated basis and 10.0% on a consolidated basis. In terms of credit card loans, the Bank’s market share was 12.5% (including Visa and Mastercard active cards). As of December 31, 2022, 2021 and 2020, we had total loans and advances of Ps.387.8 billion, Ps.434.4 billion and Ps.465.6 billion, respectively, and total deposits of Ps.786.3 billion, Ps.786.3 billion and Ps.839.7 billion as of the same dates, respectively, within this business line. |
| • | Small and medium-sized companies (SMEs), through which the Bank offers financial services primarily to local private-sector companies. The Bank’s main SME products include financing products, factoring, checking accounts, time deposits, transactional and payroll services, insurance and investment products. As of December 31, 2022, the Bank had more than 109 thousand SME clients. SMEs are a key element for economic growth in Argentina, and the Bank is focused on expanding the number of clients it serves and on being a strategic ally to its SME clients, supporting them with tailored products and transactional solutions, as well as with differentiated customer support through its 243 branches. As of December 31, 2022, 2021 and 2020, we had total loans and advances of Ps.261.9 billion, Ps.243.2 billion and Ps.259.0 billion, respectively, and total deposits of Ps.243.4 billion, Ps.290.1 billion and Ps.298.6 billion as of the same dates, respectively, within this business line. |
| • | Corporate and investment banking (CIB), through which the Bank offers financial services to some of the largest Argentine corporations and multinational companies operating in Argentina. Corporate banking is divided by industry sector: consumers, heavy industries, and energy, providing customized services to large companies. In addition to the products offered to SMEs, corporate and investment banking clients are provided with global transaction services, global markets solutions such as risk management and securities brokerage, long-term financing products including project finance and syndicated loans, and corporate finance services including mergers and acquisitions and capital markets advisory services. As of December 31, 2022, the Bank had more than 800 corporate banking clients, which included substantially all of the largest corporates and multinational companies in Argentina. Within the CIB business line, the Bank is focused on leveraging the deep expertise of its industry-focused relationship executives, supported by the BBVA Group’s global network, to continue to provide bespoke global financial solutions to its corporate client base. BBVA Argentina is focused on being a trusted partner for its corporate clients as they seek to finance investment opportunities, particularly within certain sectors of the economy where investment has lagged, such as telecommunications, energy and infrastructure. As of December 31, 2022, 2021 and 2020, we had total loans and advances of Ps.67.4 billion, Ps.60.6 billion and Ps.97.5 billion, respectively, and total deposits of Ps.284.1 billion, Ps.303.3 billion and Ps.267.9 billion as of the same date, respectively, within this business line. |
BBVA Argentina offers its products and services through a wide multiple-channel distribution network with presence in all the Argentine provinces and in the City of Buenos Aires, servicing 3.7 million active clients as of December 31, 2022. This network includes 243 branches (47% owned and 53% rented or leased), which provide services to the retail business line and to SMEs, corporations and institutions. Complementing the distribution network, as of December 31, 2022, there were 15 in-company branches, seven points of sales (contact points that only offer automated services and sales support, but have no approval by the BCRA to operate as a branch), two points of express support (branches without in-person customer service), 881 ATMs and 854 self-service terminals (“SSTs”, terminals that allow transactions without the need of a personal code or ID number). As of December 31, 2021, the Bank had 243 branches (46% owned and 54% rented or leased), 15 in-company branches, seven points of sales, two points of express support, 884 ATMs and 854 SSTs.
The Bank (including its subsidiaries) had a total of 5,888 employees (total active employees including permanent and temporary employees and excluding expatriates) as of December 31, 2022, of which 1,877 were working in the branch network and 4,011 in central offices. This compares to 5,863 employees as of December 31, 2021, of which 2,000 were working in the branch network and 3,863 were working in central offices.
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BBVA Argentina has invested in its physical and digital distribution network, making it possible to offer a differential, flexible, convenient banking experience to its customers. In addition, the Bank considers that with the existing distribution structure, it has the necessary reach and scale to facilitate expected growth while improving its operating efficiency, number of customers and products. The following table sets forth information regarding our footprint by province as of December 31, 2022:
| Branches | Points of Express Support |
ATMs | SSTs | Points of Sale | In-Company Banks | |||||||||||||||||||
| Ciudad Autónoma de Buenos Aires |
78 | 1 | 274 | 257 | 2 | 4 | ||||||||||||||||||
| Buenos Aires |
83 | 0 | 336 | 292 | 2 | 9 | ||||||||||||||||||
| Catamarca |
1 | 0 | 3 | 3 | 0 | 0 | ||||||||||||||||||
| Córdoba |
15 | 0 | 35 | 50 | 0 | 0 | ||||||||||||||||||
| Corrientes |
2 | 0 | 9 | 6 | 0 | 0 | ||||||||||||||||||
| Chaco |
2 | 0 | 7 | 9 | 0 | 0 | ||||||||||||||||||
| Chubut |
5 | 0 | 15 | 14 | 1 | 0 | ||||||||||||||||||
| Entre Ríos |
6 | 0 | 15 | 16 | 0 | 0 | ||||||||||||||||||
| Formosa |
1 | 0 | 5 | 6 | 0 | 0 | ||||||||||||||||||
| Jujuy |
1 | 0 | 3 | 4 | 0 | 0 | ||||||||||||||||||
| La Pampa |
2 | 0 | 3 | 7 | 0 | 0 | ||||||||||||||||||
| La Rioja |
1 | 0 | 4 | 4 | 0 | 0 | ||||||||||||||||||
| Mendoza |
11 | 0 | 35 | 37 | 0 | 0 | ||||||||||||||||||
| Misiones |
2 | 0 | 6 | 10 | 0 | 0 | ||||||||||||||||||
| Neuquén |
4 | 0 | 14 | 12 | 0 | 0 | ||||||||||||||||||
| Río Negro |
3 | 0 | 10 | 11 | 0 | 1 | ||||||||||||||||||
| Salta |
2 | 0 | 7 | 12 | 0 | 0 | ||||||||||||||||||
| San Juan |
2 | 0 | 10 | 11 | 0 | 0 | ||||||||||||||||||
| San Luis |
2 | 0 | 6 | 7 | 0 | 0 | ||||||||||||||||||
| Santa Cruz |
3 | 0 | 9 | 7 | 0 | 0 | ||||||||||||||||||
| Santa Fe |
11 | 0 | 43 | 46 | 2 | 1 | ||||||||||||||||||
| Santiago del Estero |
1 | 0 | 4 | 8 | 0 | 0 | ||||||||||||||||||
| Tucumán |
3 | 1 | 18 | 19 | 0 | 0 | ||||||||||||||||||
| Tierra del Fuego |
2 | 0 | 10 | 6 | 0 | 0 | ||||||||||||||||||
| Total |
243 | 2 | 881 | 854 | 7 | 15 | ||||||||||||||||||
BBVA Argentina provides an electronic banking service, a modern, secure and functional internet banking platform (bbva.com.ar) and mobile banking apps such as BBVA App. Within the digital payments offering, the Bank has also implemented NFC technology for its clients’ use. The BBVA App has been implemented in selected countries within the BBVA Group (Peru, Uruguay, Mexico, Argentina, Spain and Colombia) with successful results. The app is developed collaboratively among the countries in which it has been implemented providing the BBVA Group with global synergies in the development of new features and the response to market.
In 2022, some of the most relevant features that have been released include: online recovery of passwords and security factors (without the need of resorting to a physical branch or ATM), “Remember me” login and discreet mode functionalities, among others.
MODO (Play Digital S.A.) (“MODO”), a payment solutions app launched together with other Argentine banks at the end of 2020, is now part of the digital offering the Bank has for its clients. This payment platform allows wire transfers and cashless payments through mobile phones allowing users to access their banks’ available promotions. As of December 31, 2022, BBVA Argentina held an 8.92% market share of active users (active users of MODO that have made a transaction, payment or transfer, in the previous 30 days). MODO complies with the Central Bank’s interoperable QR regulation, enabling replacement of debit cards.
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Additionally, during 2022 the Bank has developed Openpay (Openpay Argentina S.A.), a service that allows merchants to collect sales from debit and credit cards, and offer payments in installments. Through Openpay, merchants can execute in-person transactions through a card reader which is connected to a mobile phone, or carry out remote sales through a payment link.
BBVA Argentina has also gradually transformed part of its branches into “digital branches”: a combination between human capital and structure facilities to promote client self-service, aiming to digitalize and migrate clients to remote channels. Strategic pillars of these branches include: the mixed roles of customer service staff oriented to guide the client, the availability of digital tools, the limitation of teller service for specific transactions, and the availability of a customer service protocol where the importance of each role and client dynamics are detailed. As of December 31, 2022, BBVA Argentina had 24 “fully-digital” branches (branches where teller services are not available).
As of December 31, 2022, active retail digital clients reached 2.3 million with a 61.8% penetration over total active clients (2.7 million), versus a penetration of 61.5% as of December 31, 2021. Active retail mobile clients were 2.0 million, representing a 55.4% penetration as of December 31, 2022, versus a penetration of 53.2% as of December 31, 2021.
In 2022, accumulated retail digital sales measured in units reached 83.9% of total sales (compared to 80.0% in 2021) and represented 57.0% of the Bank’s total sales measured in monetary value (compared to 53.0% in 2021). Digital and mobile transactions (including online and mobile banking, net cash online and mobile, and non-banking correspondents including MODO) increased 28.4% in 2022 compared to 2021.
Our distribution network is complemented by strategic partnerships. Some of these include Despegar.com.ar S.A., a leader in the Latin America online travel sector; Fravega SACEI, a leader in the Argentine household appliances sector and Falabella S.A., through its brand SODIMAC, a leader in home improvement stores. Within the entertainment industry, we have strategic partnerships with Cinemark Argentina S.R.L., Hoyts General Cinema de Arg S.A, MOVE Concerts Argentina S.A., Medios y Contenidos Producciones S.A, and En Vivo Producciones S.A. Additionally, we have alliances with Club Atlético River Plate Asociación Civil and Club Atlético Boca Juniors Asociación Civil, Argentine soccer clubs.
Within the automotive finance industry, our subsidiaries include PSA Finance Argentina Compañía Financiera S.A. and Volkswagen Financial Services Compañía Financiera S.A. We also hold a joint venture relationship with Rombo Compañía Financiera S.A.
All of these relationships have allowed the Bank to increase its client reach cost-effectively, and further expand its business and points of presence while enhancing its value proposition.
Business Strategy and Model
In 2022 there was significant uncertainty worldwide as a result of a growing geopolitical risk, the invasion of Ukraine, rising inflation, and interest rate hikes, all of which adversely affected the growth expected after the emergence from the Covid-19 pandemic. However, against this backdrop, the global trends on which the Bank’s strategy is based proved to have a critical role in economic transformation: Digitization, Innovation and Decarbonization.
All these trends helped support the Bank’s strategy, which revolves around a single purpose: “Making all the opportunities of this new era available for all”. Through innovation and technology, the Bank seeks to have a positive impact on people’s lives and on companies’ businesses, providing access to products, advice and solutions that help customers make better finance decisions and achieve their life and business goals.
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Guided by this purpose, the Bank’s strategy is based on six strategic priorities:
| 1. | Improving our clients’ financial health |
The Bank seeks to become a trusted financial partner to its clients to help them improve their financial health, by means of tailor-made advice, based on technology and responsible use of data.
Money management is a major concern for many people and the Bank wants to help its clients improve their financial health from two perspectives:
| • | On the one hand, by supporting them in the day-to-day management of their finances, helping them gain a better understanding of their income and expenses, and managing their future needs, saving capacity, etc. |
| • | On the other hand, by helping them make better financial decisions to achieve their mid- and long-term life and business goals through tailor-made advice. |
| 2. | Helping our clients transition towards a sustainable future |
While climate change is a challenge that requires immediate action, it also poses a significant business opportunity for the financial sector. The decarbonization of the economy will have an impact on industrial facilities, people’s mobility and consumption patterns, as well as on home equipment, requiring people to make significant investments that will span for several decades.
The development of inclusive growth also poses an opportunity for the Bank. The current environment, characterized by intensive digitization and use of data, facilitates the delivery of an efficient service, with a better understanding of clients’ behaviors. Such environment allows the Bank to have access to new business opportunities that benefit inclusive economic development, disadvantaged sectors and inclusive infrastructures, as well as to provide general banking access, leveraged by digital channels and new relationship models.
| 3. | Reaching more clients |
Scale is becoming essential to the banking business. The Bank seeks to accelerate profitable growth, supported by its own channels wherever its clients are.
In this sense, the Bank has identified certain key profitable growth drivers, including payment activities, insurance, asset management and companies’ cross-border businesses, as well as the valuable SMEs and private banking portfolios.
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The key role that innovation plays in the Bank’s growth is reflected in our increased commitment to the development of new business models, such as digital banking and the creation of BBVA Spark, a tool that provides a full range of financial services to support innovative businesses at their several growth stages.
| 4. | Driving operational excellence |
The Bank endeavors to offer the best customer experience and is transforming its relationship model to adapt to its clients’ behavior. To that end, the Bank facilitates access to its products and services by means of easy processes. The commercial network’s role is increasingly focused on high value-add transactions, redirecting low value-add transactions to self-service channels in order to reduce costs and gain productivity.
The transformation of the relationship model is accompanied by a change in the operating model, which is focused on process reengineering, seeking to increase automation and improve productivity, and speed up the time to market of new products and features.
Operational excellence includes risk management discipline, both for financial and non-financial risks, and capital use optimization, all of which are key factors to obtain returns that are higher than our cost of capital.
| 5. | The best and most engaged team |
Our team is a key factor to our strategy success. We believe we have a diverse and empowered team, with a distinct culture, guided by the Bank’s purpose and values, and driven by a talent development model that offers growth opportunities to everyone.
The Bank strives to boost the growth and education of its employees, ensuring that they have the skills, knowledge and experience required to achieve the Bank’s strategic goals efficiently and effectively. The Bank also strives to ensure that its employees live up to its values and behaviors. The Bank believes that people wish to belong to companies inspired by a purpose, with an attractive culture and values that foster diversity, inclusion, equality, social impact, and appreciation for the work done.
| 6. | Data and technology |
Data and technology are clear strategy accelerators. The Bank’s commitment to advanced analytics capabilities, together with secure and reliable technologies, allows it to create distinctive solutions that help create competitive advantages.
The use of data and new technologies also helps in the implementation of increasingly global processes that can be used in several geographies and that are easily scalable, reducing the processing unit cost.
The Bank continues to make progress in developing an increasingly robust security and privacy model (cybersecurity, business processes, fraud and data security).
Goals
By executing this strategy, the Bank pursues the following goals:
| • | Becoming the largest scale and most profitable bank in the Argentine market. |
| • | Becoming a distinctive bank for customers with a unique value proposition. |
| • | Maintaining a leading position in efficiency. |
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The Bank’s strategy is based on three pillars:
| • | Differentiation, by improving customers’ financial health and helping them transition towards a sustainable future. |
| • | Seeking high returns, seeking for operational excellence and a growing customer base. |
| • | Being an accelerator, which involves the best and most engaged team, and empowering the data and technology sector, as main catalysts of innovation and operational excellence. |
The Bank seeks to be a “data-driven” bank and deliver quality, reliable and secure solutions, at lower costs.
Business and activities
BBVA Argentina seeks to offer its customers a service of excellence in line with their needs. To such end, it strives to enhance its products and services, leveraging technological innovation, ongoing process improvement, customized service, and exclusive benefits.
Business Lines
Below is an overview of each of our principal business lines and their evolution during 2022.
Retail Banking
BBVA Argentina offers a broad range of products and services to its retail customers, from cash management accounts and financial investment options to insurance, among others, seeking to offer the best banking experience.
As of December 31, 2022, the Bank had 3.6 million retail customers.
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Loans
| • | Personal Loans |
In 2022, the Bank implemented three major improvements:
| • | The implementation of pricing engine technology to include a feature to assign an internal rate to each customer, which is determined by its risk scoring and likelihood of acquiring a banking product. |
| • | The optimization of the Bank’s personal loan selling engine (funnel) to add more information and make the platform more intuitive to offer customers the tools required to self-manage their loans. |
| • | Journey automation to enable the monthly planning of commercial actions and product communications. |
During 2022 the Bank granted Ps.53,065 million in personal loans representing a 6.24% market share (excluding UVA-adjusted loans) in Argentina. In 2022, 155,933 personal loans were originated from digital channels.
| • | Pledge Loans |
In line with its global sustainability strategy, the Bank continued to offer special lines at promotional rates to finance the purchase of electric and hybrid vehicles.
In 2022, the Bank carried out campaigns at zero rate under its two major alliances: Simpa and Iraola, including the brands KTM, Bajaj, Kawasaki, Royal Enfield and Husqvarna, among others.
During 2022 the Bank granted Ps.6,300 million in pledge loans representing a 9.89% market share in Argentina. In 2022, 7,700 customers were granted pledge loans.
Insurance
In 2022, the Homeowners, Comprehensive Business, Handheld devices and Handbag Protection insurances experienced growth, driven by a strong focus on these products which provide the Bank with higher monthly premiums.
Digital sales increased over total sales, primarily in the Homeowners and Car Insurance categories.
During 2022, the Bank consolidated its strategic alliance with the insurance company La Caja, which is our co-insurer in the Homeowners category, with other categories expected to be added in the future. This alliance seeks to provide the Bank with know-how in insurance digital sales, and embrace other new technologies and products. Additionally, we expect this alliance to provide us with new tools that will enhance the service level and will reduce portfolio turnover ratios.
The table below sets forth the number of policies sold by the Bank in 2022 by category:
| Insurance Sales |
2022 Number of policies |
|||
| Homeowners |
38,527 | |||
| ATMs |
30,157 | |||
| Handheld devices |
34,268 | |||
| Life |
20,754 | |||
| Unemployment |
16,144 | |||
| Personal Accidents |
10,194 | |||
| Car |
15,458 | |||
| Handbag Protection |
9,428 | |||
| Purchase Protection |
2,451 | |||
| Comprehensive |
8,058 | |||
| Laptops | 513 | |||
| Other |
4,594 | |||
| Total |
190,546 | |||
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Asset Management
The table below shows the amount of total equity under management accrued as of December 31, 2022 and the variation with respect to 2021.
| Equity Management |
Amount accrued as of December 31, 2022 in million of Pesos |
Year-on-year changes | ||||||||||
| In million of Pesos | As a % | |||||||||||
| Total equity under management |
433,901.27 | 45,665.27 | +11.76 | % | ||||||||
| Equity under management in time-deposits funds |
407,893.45 | 65,427.45 | +19.10 | % | ||||||||
| Equity under management in market mutual funds |
26,007.82 | (19,762.18 | ) | (43.18 | )% | |||||||
| Equity under management in market mutual funds– Fixed income funds |
19,850.20 | (21,115.80 | ) | (51.54 | )% | |||||||
As of December 31, 2022, the Bank had 16 mutual funds under management registered with the Argentine Securities Commission (CNV). Subscriptions and redemptions are permitted in eight of them, while the other eight only admit redemptions.
|
|
Fund |
Status |
| |||
| FBA Renta Pesos, FBA Bonos Argentina, FBA Ahorro Pesos, FBA Renta Pública I, FBA Renta Fija Plus, FBA Renta Mixta, FBA Calificado y FBA Acciones Argentinas | Subscriptions and redemptions in pesos are allowed. | |||||
| FBA Horizonte, FBA Horizonte Plus, FBA Bonos Globales, FBA Retorno Total I and FBA Acciones Latinoamericanas | Only redemptions are allowed. | |||||
| FBA Gestión I, FBA Renta Pública II and FBA Renta Fija Local | These mutual funds are not open for subscription or redemption. They have not been launched to market yet. | |||||
Payment Solutions
MODO is a banking wallet developed by Argentina’s major public and private banks. Through it, BBVA Argentina’s customers can make payments and transfer money easily and for free. No new application is required to use the wallet, since transactions can be completed from BBVA’s Go app, BBVA Mobile, and Online Banking.
MODO is a virtual payment solution that can be used to request or transfer money without a CBU (uniform banking key), alias, account number or CVU (uniform virtual key). The platform also allows the user to make payments from a mobile phone, without the need for using cards or cash, or charging a virtual wallet.
In 2022, MODO enabled a new feature that allows to immediately credit refunds on promotions and make payments in more than 77 online stores. In addition, exclusive commercial actions were conducted to encourage usage and adherence, including benefits on coffee shops, restaurants, beauty salons and toy stores.
Debit and Credit Cards
In 2022, the Bank implemented Apple Pay to add VISA credit and debit cards and make contactless payments in a fast and secure manner. The Bank also enabled the “Pause” and “Enable” feature in VISA debit and credit cards, an online banking and mobile app, respectively, to offer more security to its customers. By using this feature, users can deactivate their VISA debit and credit cards if they think they have been lost or stolen. On “pause” mode, any purchase is automatically rejected.
The Bank worked on biometric authentication login for its BBVA Go app to enhance the user experience and facilitate the use of this tool, embracing facial recognition and digital footprint, among other design features.
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Additionally, the Bank carried out the following actions on its BBVA Points Reward Program:
| • | The migration of the Premium, Premium World and Merchant Acquisition customer portfolios to BBVA Points. The Bank’s alliance with LATAM Pass was terminated and a single loyalty program for all customers was implemented. |
| • | Several commercial campaigns and actions with Despegar to offer attractive traveling proposals to customers. |
| • | The launch of a “raffle” feature, where customers could redeem their BBVA Points to participate in a raffle of 10 trips to the World Cup to see the national soccer team. 88% of redeeming customers used their BBVA Points for the first time. |
| • | Credit Card Spending |
BBVA Argentina’s bi-weekly credit and debit card indicator report built upon big data was referred to as a market benchmark and was added to the Bank’s internal scenario-building processes.
| • | Partners and Commercial Alliances |
In 2022, the Bank continued pursing alliances with strategic partners, such as those entered into with Fravega SACEI, a leader in the Argentine household appliances sector, and Falabella S.A., through its brand SODIMAC, a leader in home improvement stores, offering benefits to individuals upon their first purchase, and financing arrangements to buy motorcycles to customers of Simpa and Iraola.
| • | Merchant Acquisition |
In 2022, the Bank improved the value proposition for merchants, offering bundle rebates subject to the maintenance of a certain level of credit card transaction deposits. In addition, the Bank developed a merchant acquisition income statement for monthly follow-up. In 2022, the Bank had 53,376 active merchant customers.
Additionally, the Bank launched the BBVA Points Program for merchants and the payment aggregator Openpay, enhancing the value proposition for small- and medium-sized merchants, in line with regional initiatives.
Time Deposits
The Bank implements multiple commercial actions aimed at boosting time deposit sales. In 2022, time deposit rates were regulated by the Central Bank. Sales of time deposits through digital means stood at 98%, while the stock of retail time deposits rose by 130%, from Ps.125,000 million in 2021 to Ps.310,000 million in 2022.
Small and Medium-sized Companies (SMEs)
The Bank’s goals for 2022 were achieved thanks to pre-approved lending techniques that helped increase the Bank’s lending activity within the SME business line.
The Bank offers products and services that allow its customers and businesses to grow, regardless of their size and industry. The Bank aims to advise customers and businesses on the financial options that are most suitable to their needs.
2022 Highlights
| Customer Growth | In 2022, the number of customers increased by more than 10% as a result of several actions, such as:
• Deeper synergy among the retail network’s commercial associates and the corporate business.
• Kickoff of digital sales processes.
• Commercial campaigns with associated value offers such as fee waived accounts, awards, cashback, and preferential rates.
• Inclusion of analytics on cross sell and attrition.
• Use of rating engines.
The Bank also seeks to empower the business of non-customer SMEs. To such end, it has launched the new Digital Engine, a tool that allows entities that are not yet customers to learn about the type and amount of lending available to them by entering data in four fields and distributing the amount so assigned among four types of core products. |
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| Self-service | Business customer digitalization efforts were ongoing throughout the year, with a focus on:
• Acquisition of customers through alternative channels;
• Pre-approved ratings; and
• Improvement of existing products through the Foreign Trade and Cash Management factories, to further customize them to businesses’ needs.
More than 80% of new check discounting transactions were completed through digital channels, with 65% being entirely digital.
In addition, the Bank now offers a new financial solution to its customers— the One Click loan—offering them access to special financing online. Customers are able to learn on an immediate basis the maximum amount of credit available to them with a firm offer, select the products and assemble a custom-made proposal.
| |
| Asset Market Share | The asset market was focused on customers’ Return on Regulatory Capital (RORC), amidst a context of regulated rates and special credit facility programs, in which state-owned banks were the most benefitted. In addition, placing assets primarily among customers with cross sell potential was essential. The bank’s market share grew more than 100 basis points, while the portfolio rose by more than 104% vis-a-vis the previous year-end. |
Enterprise Tour
For the fourth consecutive year, the Bank held this networking event where the current economic scenario is discussed with specialized analysts, focused on the relationship with its corporate customers. By sharing experiences with companies, the Bank seeks to identify business opportunities.
In 2022, the Enterprise Tour was an in-person event held in Mar del Plata, Mendoza, Rosario, Córdoba, Tucumán, Neuquén, the Autonomous City of Buenos Aires and Greater Buenos Aires.
SMEs and Entrepreneurs
BBVA Argentina believes that the SMEs and Entrepreneurs portfolio is key to local economic growth. Accordingly, it offers financial services primarily to private sector’s local companies and individuals engaged in business activities within this portfolio. The Bank seeks to expand its SMEs and Entrepeneurs customer base through a distinct service across the entire branch network and to provide support with customized products and transactional solutions.
This portfolio includes financing products, factoring, checking accounts, time deposits, transactional and payroll services, insurance and investment products. In 2022, this portfolio attained a significantly positive profit margin.
During the year, the portfolio’s value proposition was advertised in the media, social networks, Internet and other events, and the Bank sought to capture more customers by incentivizing its executives and through specific actions undertaken together with the Bank’s analytics team.
As of December 31, 2022 the Bank had 109,000 SME customers, out of which more than 47,000 became customers in 2022.
Sustainable Products
In 2022, the Bank focused on detecting and encouraging transactions that have a sustainability element (renewable and alternative energies, energy efficiency, health, education and social infrastructure, mobility, agribusiness and circular economy). The Bank expects to continue to develop solutions for each of its banking businesses to expand its range of sustainable financial products.
Corporate Banking’s sustainable transactions grew as a result of the business area’s efforts, education and training received at the network, and an improved structure to detect potentially sustainable transactions.
Foreign Trade
As of December 31, 2022, the Bank had 5,256 active foreign trade customers.
The Foreign Trade Digital Factory is a multidisciplinary and comprehensive foreign trade management business model comprising several areas, such as Business, Products, Commercial, Regulatory, Operations, Systems and Processes, which achieved positive results in 2022. Amidst significant volatility in foreign exchange regulations, the Bank managed to build a foreign trade decision-making structure, supported by end-to-end system developments, to offer solutions to operate in the foreign exchange market to both internal and external customers. The Foreign Trade Digital Factory implemented 29 proprietary projects and participated in four Single Development Agenda initiatives.
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Agricultural Business
As of December 31, 2022, the Bank had 7,668 agribusiness customers.
In 2022, agricultural activity was affected by restrictions on agricultural producers with soybean and wheat producers being able to borrow at subsidized rates. The demand for U.S. dollar-denominated loans was low, but was balanced out by the demand for peso-denominated loans with exchange risk insurance. On the other hand, towards the end of the year and due to the seasonality inherent to the sector, the portfolio was offset by indebtedness borrowed through the Agro card.
Some of the main actions implemented within this portfolio in 2022 included:
| • | upgrades to card limits, |
| • | inclusion of the pre-harvest concept within the risk policy, |
| • | development of digital loans with maturities according to agricultural producers, |
| • | participation in AgroActiva, and |
| • | progress in the development of the “agribusiness engine” to be implemented at dealers. |
Transactional Products
Transactional products include the following collection and payment products:
| • | Collection products: |
| • | Collections. Receipt of deposits on behalf of corporate customers across the Bank’s branch network, smart self-service terminals, enabled webs and non-banking entities, making reconciliation easier by means of online information. |
| • | Direct Debit. A mechanism allowing corporate customers to arrange automatic debits from their accounts with BBVA Argentina or other banks. |
| • | PMC. A collection service available through Banelco ATM network and/or Internet, “pagomiscuentas.com.ar”. |
| • | DEBIN. A payment method that uses an instant transfer mechanism to and from accounts, upon the seller’s previous request and with the buyer’s authorization. This method is available for debits in pesos and U.S. dollars. |
| • | OPENPAY: A payment processor platform intended to expand access to electronic payments at stores, entrepreneurs and companies nationwide. |
Openpay allows us to offer different alternatives for merchants to embrace electronic payments in their day-to-day activities. The service is delivered through an app or web and allows the user to view a sales control panel and additional information on activity. In addition, Openpay operates with the fraud prevention system OpenControl, which was certified under the information security standard ISO 27001.
| • | Payment products: |
| • | Payments to Suppliers. Payment from a business to its suppliers by means of payment instructions to Net-Cash, a channel through which the business receives daily payment status updates and follows up on them, by reconciling the accounting information in the business’ management system. |
| • | Tax Payments (AFIP). Online tool for customers to pay taxes, customs duties and social security taxes, according to applicable laws. |
| • | Transfers. A transaction whereby an individual or legal entity orders the Bank to debit funds from an account of its own and credit them to another account owned by that individual or legal entity or a third party at BBVA Argentina or at other entity, through Electronic Banking (Net-Cash or InterBanking). |
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Corporate Investment Banking (CIB)
Through our corporate and investment banking business line we offer banking services to approximately 886 multinational companies and local private-sector and state-owned enterprises.
In our corporate business line, we leverage the BBVA Group’s global presence and interconnected structure covering the corporate business line across the globe. Our corporate and investment banking products include checking, savings, time deposits and bilateral loan products that allow for structured finance for our global clients. In addition, as part of our investment banking services, we offer advisory services on mergers and acquisitions and initial public offering and corporate- and project financing. In Argentina we cover local clients, including large and medium-sized companies, and large international clients. Our clients also include institutional and governmental clients including pension funds, insurance companies and banks.
Through our treasury unit we also offer trading services, and we are also engaged in capital markets, money markets and foreign exchange markets, brokerage services in connection with fixed-income securities, derivatives, leasing and trust services.
BBVA Argentina continued to enjoy a leading position in the Argentine wholesale consumer portfolio with notable performance both in the credit business and transaction-based banking services. In 2022, CIB was focused on the achievement of its strategic goals, including, among others, leadership in both corporate banking and investment banking, optimization of capital allocation and increasing cross-selling margins. The Bank is working to attain these goals through increased business consolidation, process efficiencies and the establishment of long-term relationships with its customers.
The main three commercial areas within the Corporate and Investment Banking business line include:
Investment Banking Finance
This area provides long-term credit solutions across the entire value chain, as well as corporate finance services, including structured lending, syndicated loans, project finance, structured trade finance, equity capital markets, debt advisory, MA advisory, among others.
This area main divisions are Corporate Lending, Structured Finance, and Advisory.
Global Transaction Banking
This area provides front-office services to companies to allow them to manage working capital by means of financing instruments denominated both in pesos and dollars. It also provides products for cash management and transaction products through multiple channels: Transaction Platform, Electronic Banking (BBVA Net Cash), Personal Attention, Direct Channels, SWIFT and Mobile Banking. Global Transaction Banking is divided into Working Capital, Cash Management, Client Resources, and Trade Finance and Correspondent Banks. Global Transaction Banking has been focused on becoming a well-established leader in financing to clients both in pesos and dollars.
Global Markets
This area is responsible for providing services related to origination, structuring, distribution and risk management of market products. Global Markets is divided into Foreign Exchange, Fixed Income and Credit (Debt Capital Markets).
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Loans and advances and deposits by business lines
The following table sets forth the relative proportions of loans and advances (net of allowance for loan losses) and deposits attributable to our principal business lines during the last three years.
| Financial assets at amortized cost - Loans and advances | ||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| Retail banking |
387,809,532 | 54.08 | % | 434,426,636 | 58.84 | % | 465,591,746 | 56.64 | % | |||||||||||||||
| Small and medium-sized companies |
261,891,287 | 36.52 | % | 243,198,293 | 32.95 | % | 258,981,151 | 31.50 | % | |||||||||||||||
| CIB |
67,395,683 | 9.40 | % | 60,631,384 | 8.21 | % | 97,475,100 | 11.86 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
717,096,502 | 100.00 | % | 738,256,313 | 100.00 | % | 822,047,997 | 100.00 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Financial liabilities at amortized cost - Deposits | ||||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| Retail banking |
786,335,529 | 59.85 | % | 786,347,371 | 57.00 | % | 839,655,975 | 59.72 | % | |||||||||||||||
| CIB |
284,070,714 | 21.62 | % | 303,344,471 | 21.98 | % | 267,873,090 | 19.05 | % | |||||||||||||||
| Small and medium-sized companies |
243,413,985 | 18.53 | % | 290,098,168 | 21.02 | % | 298,561,250 | 21.23 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
1,313,820,228 | 100.00 | 1,379,790,010 | 100.00 | % | 1,406,090,315 | 100.00 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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Information Technology
Our IT area is responsible for our systems operation and availability as well as data security and integrity. Our primary and backup and disaster recovery data centers are located in Buenos Aires, Argentina and in Lago Esmeralda and Monterrey, Mexico.
Our modern technology platform is interconnected with the platform of the BBVA Group, which enables us to provide seamless coverage to our customers.
We have made significant investments in technology, and we plan to continue doing so to enable us to retain and enhance our competitive position in various markets and to improve the security and quality of our services.
Our operational platform efficiently combines our modern business-oriented IT systems with our multichannel distribution strategy, resulting in innovative ways to serve our clients. We have well-developed CRM tools that allow us to monitor our clients’ behavior and provide them with targeted product offerings through diverse channels. As a result, we are able to effectively leverage alternative distribution channels, such as ATMs, internet and mobile banking and our contact centers, which are complementary to our traditional proprietary branch network, which enables us to provide better service to our clients and to increase our sales ratios.
We have implemented multiple controls to respond to the new threat of cybersecurity, based on a comprehensive, multi-faceted security framework that includes people, technology, processes and procedures.
Intellectual Property
In Argentina, ownership of trademarks can be acquired only through a validly approved registration with the National Institute of Industrial Property (Instituto Nacional de la Propiedad Industrial, or “INPI”), the agency responsible for registering trademarks and patents in Argentina. After registration, the owner has exclusive use of the trademark in Argentina for ten years. Trademarks registrations can be renewed indefinitely for additional ten-year periods, if the registrant proves that it has used such trademark within the last five years.
We have several trademarks, most of which are brand names of our products or services. All our material trademarks are registered or have been submitted to INPI for registration by the BBVA Group or us.
| C. | Organizational Structure |
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA)
As of December 31, 2022, BBVA owned 66.55% of our capital stock.
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BBVA is a global financial group, organized in five operating segments: (i) Spain; (ii) Mexico, (iii) Turkey; (iv) South America; and (v) Rest of Business. In addition to the operating segments referred to above, the BBVA Group has a Corporate Center which includes those items that have not been allocated to an operating segment. It includes the BBVA Group’s general management functions, including costs from central units that have a strictly corporate function; management of structural exchange rate positions carried out by the Financial Planning unit; certain proprietary portfolios; certain tax assets and liabilities; certain provisions related to commitments with employees; and goodwill and other intangibles, as well as the financing of such asset portfolios. Some of the benefits we receive from the BBVA Group are:
| • | sharing of technology; |
| • | development of new banking products that have been customized for the Argentine market; |
| • | leveraging BBVA’s global client relationships to serve those clients operating in Argentina; and |
| • | BBVA’s participation in BBVA Argentina as a shareholder is both long term and strategic. |
Subsidiaries and investees of BBVA Argentina
The following chart reflects our subsidiaries as of December 31, 2022:
| (1) | Undergoing liquidation proceedings. |
The following information is related to our subsidiaries, joint ventures and associates as of December 31, 2022:
| • | Subsidiaries |
| Subsidiary |
Country of Incorporation/ Residence |
BBVA Argentina Ownership and Voting Power (in percentages) |
Principal Activity | Shareholders’ Equity (in thousands of Ps.) (1) (2) |
||||||||
| PSA Finance Argentina Cía. Financiera S.A. |
Argentina | 50.00 | % | Financial institution | 4,153.44 | |||||||
| BBVA Asset Management Argentina S.A.U. |
Argentina | 100.00 | % | Investment fund manager |
3,699.34 | |||||||
| Consolidar AFJP S.A. (undergoing liquidation proceedings) |
Argentina | 53.89 | % | Pension fund manager |
25.71 | |||||||
| Volkswagen Financial Services S.A. |
Argentina | 51.00 | % | Financial institution | 6,764.66 | |||||||
| (1) | Total shareholders’ equity as of December 31, 2022. |
| (2) | Statutory shareholders’ equity, adjusted for purposes of consolidation so as to apply an accounting criterion uniform with that of BBVA Argentina, if applicable. |
Below is a description of our subsidiaries:
| • | PSA Finance Argentina Compañía Financiera S.A. |
The share capital of PSA Finance Argentina Compañía Financiera S.A. (“PSA Finance”) is held, in equal parts, by BBVA Argentina and Banque PSA Finance, a company related to the Stellantis Group, based in France.
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PSA Finance is primarily engaged in granting pledge loans for the purchase of new Peugeot, Citroën and DS vehicles, as well as in arranging financial lease agreements. PSA Finance is also engaged in financing the purchase of second-hand vehicles to customers referred by networks of the aforementioned brands’ official dealers, and in supplying other financial products and services associated with the purchase, maintenance and insurance of vehicles, within the territory of the Argentine Republic. Additionally, in 2022, PSA Finance entered into a business known as “floor plan”, which consists of financing the stock of vehicles, spare parts and other equipment of the official network of the Peugeot, Citroen and DS brands in Argentina.
The car industry ended 2022 with 380,000 new car registrations in Argentina, a 7% increase in year-on-year terms. 2022 presented new challenges to the market, primarily due to the high levels of inflation (94.8% on an accumulated basis) and the complex international context in terms of supply restrictions which limited the available vehicle stock of the industry for local sales.
For the Peugeot, Citroën and DS brands 2022 was intense in terms of business activity, new vehicle launches, promotional actions and rebates in retail financing seeking to attract customers and maintain the expected level of sales. As to the product offering, in 2022 PSA Finance continued working jointly with the Peugeot, Citroën and DS brands in the development of exclusive and distinct financial products, targeted at certain vehicles.
In 2022, PSA Finance saw a decline in the volume of retail contracts compared to 2021, as a result of the high financing rates in the local market that restricted access to credit. PSA Finance attained a 13.30% share in Peugeot, Citroën and DS car registrations (measured in terms of financing of brand-new cars), which accounted for a 3.50 percentage point decline relative to 2021. However, PSA Finance’s net income reflected a decrease compared to 2021, primarily due to higher operating income as a result of the growth of the financed portfolio and a higher income tax charge due to the tax inflation adjustment, partially offset by a lower net result due to the accounting inflation adjustment.
As a result of all the aforementioned factors, PSA Finance’s net income from financial intermediation activities amounted to Ps.2,547 million in 2022. Considering other profits and losses, PSA Finance’s income before income tax in 2022 amounted to Ps.2,008 million, while the net loss for the year, after income tax, amounted to Ps.487 million, due to the application of the inflation adjustment. In 2022, PSA Finance’s lending level experienced a 2.70% decline compared to 2021. As of December 31, 2022, the retail customer portfolio was valued at Ps. 9,952 million while the wholesale portfolio was valued at Ps.10,358 million.
In 2023, PSA Finance expects to continue to work in conjunction with the Peugeot, Citroën and DS brands and with the current sales strategy. This business model allows PSA Finance to concentrate more than 85% of all financing arrangements granted to networks of dealers for the purchase of brand-new and second-hand vehicles.
PSA Finance expects to continue to support ongoing digitilization, which is key to the mission of efficiently reaching a customer profile which continuously changes its purchasing behaviors, to choose new technologies to stay abreast of the news and compare products. In this regard, PSA Finance expects to continue to develop tools that help customers borrow their first loan by means of several digital platforms, which started to be successfully implemented in 2019 and which continued to evolve in subsequent years.
| • | BBVA Asset Management Argentina S.A.U. |
During 2022, the mutual funds industry in Argentina decreased slightly. According to preliminary data gathered by the Argentine Chamber of Mutual Funds (CAFCI, for its Spanish acronym), at year-end, assets under management industry-wide were 0.77% lower than at the end of December 2021.
This decrease was led by market mutual funds and fixed income funds which, as of December 31, 2022, recorded a decrease in assets of 11.35% and 12.34%, respectively, compared to December 31, 2021. These decreases were partially offset by a 9.63% increase in time deposit funds.
As of December 31, 2022, equity under management by BBVA Asset Management Argentina S.A. (“BBVA AMA”) amounted to Ps.433,901.27 million, equivalent to an increase of 11.76%, or Ps.45,664.89 million, compared to 2021.
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The breakdown of equity under management as of December 31, 2022 was as follows:
| Name of investment fund |
Millons |
|||
| FBA Renta Pesos |
407,850.44 | |||
| FBA Renta Fija Plus |
10,875.18 | |||
| FBA Ahorro Pesos |
6,854.30 | |||
| FBA Acciones Argentinas |
2,197.59 | |||
| FBA Calificado |
2,194.61 | |||
| FBA Bonos Argentina |
1,454.24 | |||
| FBA Acciones Latinoamericanas |
1,041.32 | |||
| FBA Renta Mixta |
704.77 | |||
| FBA Horizonte |
385.58 | |||
| FBA Renta Publica I |
238.36 | |||
| FBA Gestión I |
43.01 | |||
| FBA Bonos Globales |
28.25 | |||
| FBA Retorno Total I |
19.32 | |||
| FBA Horizonte Plus |
11.75 | |||
| FBA Renta Fija Local |
2.55 | |||
|
|
|
|||
| Total |
433,901.27 | |||
|
|
|
|||
According to the interim asset ranking compiled by the CAFCI, BBVA AMA’s share in the Argentine mutual funds market was 6.23%, ranking third among competitors.
Within the category of time-deposit mutual funds, at December 31, 2022, BBVA AMA recorded assets under management in the amount of Ps.407,893.45 million, up by Ps.65,427.61 million, or 19.10%, compared to 2021.
On the other hand, within the market mutual fund sector, BBVA AMA decreased 43.18% during 2022, or Ps.19,762.71 million in nominal terms. At year-end, total assets under management in respect of these funds amounted to Ps.26,007.82 million.
Variable income funds experienced the most significant increase in assets, up by Ps.1,236.80 million (+29.47%) in 2022, to reach Ps.5,433.52 million.
During the year, BBVA AMA generated commissions in the amount of Ps.4,276.82 million, up by 16.93% compared to 2021.
As of December 31, 2022, BBVA AMA had 16 mutual funds under management registered with the CNV.
To date, the status of the funds under BBVA AMA’s management is as follows:
| • | FBA Renta Pesos, FBA Bonos Argentina, FBA Ahorro Pesos, FBA Renta Pública I, FBA Renta Fija Plus, FBA Renta Mixta, FBA Calificado and FBA Acciones Argentinas: These funds are operating normally. Subscriptions and redemptions in pesos are allowed. |
| • | FBA Horizonte, FBA Horizonte Plus, FBA Bonos Globales, FBA Retorno Total I and FBA Acciones Latinoamericanas: Only redemptions are allowed (subscriptions were suspended in mid-April 2020 as a preventive measure to mitigate market fluctuations and protect investors’ interests in these funds). |
| • | FBA Gestión I, FBA Renta Pública II and FBA Renta Fija Local: For the time being, these mutual funds are not open for subscription or redemption, and BBVA AMA is awaiting the right time to market them. |
Like in previous years, and looking forward, BBVA AMA expects to closely monitor the changes in international economic and financial conditions, the development of the currency market, the performance of crude oil and other commodities prices, the evolution and potential slowdown of global activity, monetary tightening policies and inflation pressure, particularly in a war and trade restrictions context that could adversely affect labor markets and private consumption.
BBVA AMA also expects to monitor activity levels and the exchange rate market, as well as public indebtedness and expenditures. Similarly, the adopted policies concerning public indebtedness and the new program with the IMF are also expected to have a significant effect on BBVA AMA’s operations. Additionally, in 2023 the government will have to face the expiration of bonds in pesos, in a context of difficulty in obtaining long-term financing and drought affecting crop yields.
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Looking to 2023, mutual funds are expected to constitute an efficient alternative for investors at the local level. In this regard, BBVA AMA will continue reshaping and developing products tailored to customers’ demands, ensuring an offering that is suitable to the prevailing market conditions and improvements in investors’ risk management.
| • | Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) |
On December 4, 2008, Law No. 26,425 was enacted, providing for the elimination of the capitalization regime that was part of the Integrated Retirement and Pension System, and its subsequent merger into and replacement with a single pay-as-you go system named Argentine Integrated Retirement and Pensions System (SIPA). Consequently, Consolidar A.F.J.P. S.A. ceased to manage the resources that were part of the individual capitalization accounts of affiliates and beneficiaries of the capitalization regime of the Integrated Retirement and Pension System, which were transferred to the Guarantee Fund for the Sustainability of the Argentine Retirement and Pension Regime as they were already invested, and the ANSES is now the sole and exclusive owner of those assets and rights.
Likewise, on October 29, 2009, the ANSES issued Resolution No. 290/2009, whereby retirement and pension funds managers interested in reconverting their corporate purpose to manage the funds for voluntary contributions and deposits held by participants in their capitalization accounts had 30 business days to express their intention to that end.
Based on the foregoing and taking into consideration that it was impossible for Consolidar A.F.J.P. S.A. to comply with the corporate purpose for which it was incorporated, had its shareholders, gathered at a unanimous general and extraordinary shareholders’ meeting held on December 28, 2009, approve its dissolution and subsequent liquidation effective as of December 31, 2009, based on the best interests of the company’s creditors and shareholders. Furthermore, in compliance with the terms of Argentine Companies Law, the shareholders’ meeting appointed Mr. Gabriel Orden and Mr. Rubén Lamandia, both of them certified public accountants, as liquidators of Consolidar A.F.J.P. S.A. Since December 31, 2009, they have assumed the role of the company’s legal representatives. To date, they are taking all necessary actions leading to the liquidation of Consolidar A.F.J.P. S.A.
In this regard, on January 28, 2010, the dissolution of Consolidar A.F.J.P. S.A. and the list of designated liquidators were registered with the IGJ.
In addition, on October 19, 2009, the general extraordinary shareholders’ meeting of Consolidar A.F.J.P S.A. approved a voluntary reduction of the company’s capital stock by Ps.75 million. The IGJ approved such capital reduction on January 11, 2010 and on January 19, 2010, capital contributions were transferred to the company´s shareholders pursuant to the aforementioned capital stock reduction.
BBVA Argentina, as shareholder, asked Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) to give notice to the Argentine Ministry of Economy and Public Finance and to the ANSES, of its intention to engage in discussions, under the terms of Law No. 26,425, to find one or more remedies to redress the consequences from the events occurred after the enactment of such Law. Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) gave such notice on June 11, 2010.
On December 7, 2010, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) filed a complaint for damages against the National Government and the Ministry of Labor, Employment and Social Security, which was heard by the Federal Court of Original Jurisdiction in Administrative Matters No. 4, Division No. 7, under File No. 40,437/2010. Such complaint was ratified by BBVA Argentina in its capacity as majority shareholder of the company. On July 15, 2011, Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) and BBVA Argentina made a filing with such court to expand the scope of the complaint for the assessment of damages. On March 9, 2012, such court ordered that notice of the complaint be served upon the National Government.
On May 13, 2013, the intervening court resolved to initiate the trial period, upon which the company started to produce the pertinent testimonial, documentary, and expert evidence. On May 28, 2013, the company filed its witnesses’ question sheets and testimony.
On July 1, 2021, a judgment was rendered on the case dismissing the complaint. A motion for appeal was filed against the judgment, which was granted by the court.
On September 30, 2021, notice was served that the case would be heard by Panel I of the Federal Court of Appeals in Administrative Matters, where the appellant was required to file the basis of his appeal. Such filing was made on October 12, 2021. Then, on October 14, 2021 the Court of Appeals ordered that notice of the basis of appeal brief be served upon the National Government.
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On October 22, 2021, the Court of Appeals considered that the National Government had answered the service of notice, and ordered that the record of the case be submitted for final judgment.
On August 9, 2022, Chamber I of the Federal Administrative Litigation Chamber issued a sentence which ratified the first instance ruling. An Extraordinary Federal Appeal was filed against this resolution. On September 15, 2022 such chamber partially granted the appeal. On September 21, 2022 a Complaint Appeal was filed before the Supreme Court of Justice of the Nation.
As of the date of this annual report, it is not possible to estimate the result of the aforementioned proceeding.
| • | Volkswagen Financial Services Compañía Financiera S.A. (“VWFS”) |
VWFS is primarily engaged in the business of granting pledge loans and financial leases for the purchase of new Volkswagen cars and of offering wholesale financing to VW Group’s dealers for the purchase of cars from the manufacturer. VWFS is also engaged in financing the purchase of second-hand vehicles and in providing financed maintenance, all within the territory of the Argentine Republic.
In 2022, the automotive industry showed a 6.7% increase in registrations compared to 2021, despite the restrictions on imports. The percentage of units financed through pledge loans market-wide, decreased from 37.2% in 2021 to 36.2% in 2022 primarily due to the conditions generally prevailing in the financial market.
The VW Group ranked third in terms of car registrations in 2022 (maintaining its position compared to the previous year). Its business model was particularly affected by import restrictions, registering a year-on-year drop of 14%, as opposed to the improvement experienced by the total market. In 2022, the percentage of financed units was 17.3% compared to 17.6% in 2021.
In the retail business, VWFS decreased its share in the sale of VW Group’s financed units by 5.1 percentage points to 78.3% (including trucks).
VWFS was able to maintain its penetration of total sales within the VW Group, showing a slight 0.3 percentage points decrease compared to 2021, to 13.6%, including trucks. The foregoing was the result of the strong cooperation between the brand and the VW Group’s dealers, offering campaigns at subsidized rates with attractive conditions to customers, despite the high level of benchmark rates in the financial market.
The wholesale business ended 2022 with a healthy portfolio, due to the ongoing monitoring of the VW Group’s dealers and the joint efforts with the brand.
Due to the macroeconomic environment, VWFS did not launch any new products to the market in 2022. Instead, the focus of VWFS was placed on the promotion of its traditional product offering of pledge loans at a fixed rate with terms of up to 60 months to finance up to 80% of a 0 Km Volkswagen vehicle.
As part of its ongoing improvement approach, VWFS enhanced the service quality to dealers through communication, training and good response levels by VWFS, as reflected in the positive outcomes of the relevant satisfaction survey. In-house, VWFS conducted several training programs for employees in order to attain efficiency gains and improve service levels to retail customers. In this sense, in July 2022, a new customer service web portal called “Customer Area” was launched, which aims to facilitate self-management with total autonomy and platform freedom (Web/Mobile). The new “Customer Area” prioritizes offering a modern, agile, secure and easy-to-register environment for fluid interaction. It also offers the function of downloading policies online, issuing receipts and documents, an intuitive FAQ search engine and direct contact with the VWFS “Call Center”.
VWFS believes it is adequately capitalized for the development of its business. Moreover, during 2022, VWFS increased its sources of funding from other commercial banks, with total credit facilities amounting to Ps.42,000 million
In 2022, VWFS did not issue corporate notes in light of the conditions prevailing in the market and its business needs. However, in order to leverage the opportunities that may arise in the capital markets, VWFS maintains a strategic relationship with the major commercial banks, boasts healthy financial statements, and relies on its shareholders’ support.
In 2022, the VW Group had a 12.5% share in the automotive market, ranking third in terms of sales volume, representing a 15.6% decline compared to 2021.
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During 2021, VWFS’ main goal was offering competitive financing products and services to customers, underpinned by a commercial policy aimed at fostering loyalty among dealers. In 2022, VWFS settled a total of 6,848 pledge loans, representing a 17.3% decline in year-on-year terms, as a result of the reduced offering of brand-new units by the VW Group.
Net income, after income tax for 2022, amounted to a loss of Ps.1,257.41 million, representing a significant increase in loss compared to the previous year’s after-tax loss of Ps.121.36 million. The increase in net loss was primarily attributable to the inflation adjustment on shareholders’ equity, which was not entirely offset by actual results, due to the sector’s aggressive competition and also due to the impact of the Central Bank’s intervention in interest rates.
During 2023, the automotive market is expected to reach 420,000 new registrations, that is, a higher level than in 2022. Rates are expected to grow in 2023, due to the expected increase in inflation and the current gap between the official and the unofficial exchange rates.
VWFS’ goal for 2023 is defending its share in sales of financed units, with origination of retail loans expected to grow compared to 2022, in line with the outlook for the automotive market, as well as an increase in the level of the wholesale portfolio. With a view to ensure sustainable development in the long term, VWFS plans to carry out strategic projects in 2023, which are expected to enhance internal processes to deliver better service quality to our customers and better serve dealers.
In order to fund its pledge loan portfolio, VWFS plans to continue diversifying its sources of funding with its main business partner, other commercial banks and the issuance of corporate notes.
| • | Joint venture |
| Joint Venture |
Country of Incorporation/ Residence |
BBVA Argentina Ownership and Voting Power (in percentages) |
Principal Activity | Stockholders’ Equity (in millions of Ps.) (1) |
||||||||
| Rombo Compañía Financiera S.A. |
Argentina | 40.00 | % | Financial institution | 1,860.52 | |||||||
| (1) | Total shareholders’ equity as of December 31, 2022. |
Below is a description of our joint venture:
| • | Rombo Compañía Financiera S.A. |
Rombo Compañía Financiera S.A. (“RCF”) is the main finance company of Renault’s network of dealers, both for new and second-hand vehicles. During 2022, Renault had an 11.80% share in the automotive market (9.90% in 2021), ranking fourth in terms of sales volume. In 2022 Nissan had a 4.01% market share compared to 4.40% in 2021. In 2022, Renault was negatively affected by limited availability of imported vehicles. However, the financed segment in both brands maintained its position despite volume losses.
In 2022, RCF’s contribution to Renault’s sales increased to 23.60% from 20.10% in 2021, and decreased to 22.60% from 25.00% in 2021 for Nissan. Despite the prevailing economic conditions taking their toll on the industry as a whole, RCF experienced strong commercial performance, primarily focused on maintaining the network’s loyalty.
RCF ranked second in terms of loans and loyalty among brand captive companies as of December 31, 2022, closing the year with an average of 91.30% credits granted by RCF over total credits for the sale of Renault vehicles (Source: AFIMA). Renault Argentina and Nissan strongly supported RCF’s lending activities, providing important commercial tools (subsidized rates) both for new and second-hand vehicles.
With this support, RCF financed 13,989 new Renault and Nissan vehicles in 2022 (compared to 11,040 in 2021) and 4,050 second-hand vehicles (compared to 3,709 in 2021). Accordingly, the total amount of capital lent under financing arrangements as of December 31, 2022 amounted to Ps.26,971 million, representing a 25.02% increase compared to the Ps.21,573 million recorded as of December 31, 2021.
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Risk and portfolio quality indicators in 2022 have remained stable compared to 2021. The number of cases filed in litigation has remained low with many of them being settled through payment agreements. The average non-performing loan ratio decreased from 0.78% in December 2021 to 0.73% at the end of 2022.
In terms of financing, the total balance of corporate notes as of December 31, 2022 amounted to Ps.5,439 million. The amount of the current program is Ps.6,000 million, and has been rated “raAA-” by Fix SCR S.A. Agente Calificadora de Riesgo.
For the year ended December 31, 2022, RCF recorded a net loss of Ps.1.919.59 million compared to a net loss of Ps.1,785.47 million in 2021.
| • | Associates |
| Associate |
Country of Incorporation/ Residence |
BBVA Argentina Ownership and Voting Power (in percentages) |
Principal Activity | Shareholders’ Equity (in millions of Ps.) (1) (2) |
||||||||
| BBVA Seguros Argentina S.A.(1) |
Argentina | 12.22 | % | Insurance | 9,796.66 | |||||||
| Interbanking S.A.(1) |
Argentina | 11.11 | % | Information services for financial markets |
6,689.21 | |||||||
| Play Digital S.A.(2) |
Argentina | 10.880 | % | Development, offer and implementation of a digital payment solution |
4,544.34 | |||||||
| OpenPay Argentina S.A.(1) |
Argentina | 12.51 | % | Development, offer and implementation of a digital payment solution |
1,722.63 | |||||||
| (1) | Total shareholders’ equity as of December 31, 2022. |
| (2) | Total shareholders’ equity as of September 30, 2022. |
Below is a description of our associates:
| • | BBVA Seguros Argentina S.A. |
BBVA Seguros Argentina S.A. (“BBVA Seguros”) operates in the following lines of business: Fire, Comprehensive and Combined Household Insurance, Theft, Personal Accidents, Group Life Insurance, Credit Life Insurance, Funeral and Other Miscellaneous Coverage through several channels, including the Bank, call centers and insurance brokers.
During 2022, written premiums amounted to Ps.14,468.07 million, accounting for a 4.90% decrease compared to 2021.
The business strategy combines a broad product offering with multiple distribution and service channels, all based on the segmentation of customers’ and prospects’ needs.
Paid losses in 2022 amounted to Ps.4,163.69 million, or 28.78% of written premiums during that year.
Net income for 2022 was Ps.863.69 million, while shareholders’ equity amounted to Ps.9,796.66 million as of December 31, 2022.
BBVA Seguros’ policy was based on the following guidelines:
| • | Credit Risks: Regulatory compliance, selection of counterparties based on criteria established by the investment committee, and ongoing monitoring are essential to protect the portfolio. Due to the new dynamics of high inflation, the exposure of sovereign assets adjusted by C.E.R. (Reference Stabilization Coefficient), generally of short duration, has been increased to maintain a balance between profitability and volatility. To diversify credit risks, positions were maintained in fixed terms from leading banks and money market funds to guarantee short-term liquidity. |
| • | Instrument Liquidity: BBVA Seguros’ portfolio was structured considering instruments that provide the necessary liquidity to adequately meet its business requirements. |
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As of December 31, 2022, the minimum capital requirement surplus was Ps.7,127.18 million, representing a 409.56% excess over the minimum capital requirement.
For 2023, BBVA Seguros plans to continue expanding its value proposition with new insurance products that meet the actual needs of its customers, while making additional channels available to facilitate the simulation, hiring and management process. BBVA Seguros’ goal is achieving growth that, in the medium and long-term, can translate into an increase in business volumes, while delivering a distinct and outstanding customer service by trained employees, aligned with the BBVA Seguros’ goals.
| • | Interbanking S.A. |
As member and shareholder of Interbanking S.A. (“Interbanking”), together with other eight leading Argentine banks, the Bank offers an electronic communications system which enables its customers to optimize their banking transactions. BBVA Argentina’s corporate customers are able to connect to the service from their personal computers at any time and check their accounts at any member bank, send messages, transfer money, make electronic wage, supplier and tax payments, and display market data. Through Interbanking, the Bank offers distinct electronic products for each portfolio of its corporate customer base and processes online transfers, allowing debit and credit transactions to be settled automatically and to be reflected in the relevant accounts in real time. As a result of BBVA Argentina’s equity interest in Interbanking, on June 30, 2022, the Bank received Ps.241.94 million in dividends.
| • | Play Digital S.A. |
Play Digital S.A. is a native digital company created in 2020. Its main business is developing technological products that make it easier for bank users to interact with their financial products.
Its shareholders are most of Argentina’s public and private banks and cooperatives. BBVA Argentina currently owns a 10.80% interest in Play Digital S.A.’s capital stock.
Play Digital S.A. has developed and operates a digital payment solution designed to provide information technology services, MODO, and is the holder of broad and sufficient rights and license to use it and operate it.
With MODO, Argentine banks took their first step towards the so-called open banking, enabling increased integration among all means of payment, offering a payment solution platform to their customers. Hence, users may register in MODO from their banking app or from the MODO app and link their phone numbers. After completing the registration process, users may link their accounts, and their credit, debit and pre-paid cards, and may then choose the products they wish to operate with, and how, at any time. Accordingly, users have all their bank accounts in the same place, where they can check account balances, send or request money, and make payments at stores. Users may also enjoy all benefits, promotions, discounts and installments offered by banks within the ecosystem in which they already have accounts.
MODO sets a unique precedent in Argentina and Latin America, where the entire financial industry cooperates to offer more and better choices to people. With a very ambitious proposition, MODO follows the lead of similar initiatives from other countries, such as Bizum in Spain, Zelle in the United States, Paylib in France, Mobilepay in Denmark, Swish in Sweden, and PayNow in Singapore.
Looking to 2023, Play Digital S.A. expects to closely monitor the changes in international economic and financial conditions, particularly, the evolution of inflation rates, activity levels, exchange rate, and public spending in Argentina.
Despite the fact that local macroeconomic conditions look challenging, the launch of MODO takes place amidst the electronic payment revolution that is affecting the financial industry, particularly, in emerging markets where banking access and digitalization levels are relatively low.
With regards to digital wallets, Play Digital S.A. believes that it will continue to operate amidst a highly competitive environment with low entry barriers, requiring close competition monitoring.
During 2023, Play Digital seeks to continue to increase its business activity through the development of new functionalities and technological improvements, confirming its role as a leading player in the industry. In this sense, Play Digital expects to focus on the deployment of technological products for businesses, particularly for the management of promotions, and on the launch of its aggregator product for the request and granting of consent for the linking of payment accounts to all the virtual wallets of the country.
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| • | OpenPay Argentina S.A. |
Openpay Argentina S.A. (“Openpay”) was incorporated on May 11, 2021 and is part of the BBVA Group. As of December 31, 2021, its main shareholders are BBV América S.L and BBVA Argentina S.A., owners of 87.49% and 12.51% stakes in the Openpay’s capital stock, respectively.
Openpay’s corporate purpose is being a payment processor, creating a link between its customers and Prisma Medios de Pago S.A., Amex and Naranja.
Openpay also expects to engage in the payment aggregator business, offering the service and physical infrastructure to process payments with credit and debit cards and collections with QR code or payment link, in order to make transactions easier for participating stores.
The Openpay platform offers security and adaptability, significantly contributing to the development of traditional and electronic commerce, thanks to its easy-to-implement dashboard and its features allowing stores to see, in real time, transactions with different payment methods.
During the first half of 2022, Openpay worked on the development of a payment processing service with the card-present through readers, payments through QR, the generation of charging links and the creation and use of a digital wallet in which each client will have a digital account.
Openpay started to operate in July 2022 and, throughout the year, different proofs of concept were carried out to know the sensitivity of clients to changes in rates, commissions and promotions. From September 2022 to December 2022, the compound monthly growth of amounts processed reached 47.80%.
For strategic reasons, at the end of the first quarter of 2022, we decided to implement e-commerce products (Gateway and Aggregator (PSP) services) through the Openpay platform in order not to use local providers. This decision seeks to bring to the Argentine market a product already mature in other Latin American countries that is expected to differentiate Openpay’s product offering.
In 2023, Openpay seeks to accomplish the following goals:
| • | The implementation of digital onboarding with online biometric validation. |
| • | The implementation of prepaid card. |
| • | The implementation of Gateway and Aggregator (PSP) services will allow customers to accept card-not-present operations, integrating this solution to their online sales platforms. |
Openpay seeks to provide a distinct service to its customers, integrating several types of services (card-present and card-not-present transactions), as well as to foster financial inclusion among small stores and entrepreneurs.
Equity Investments
The following were all the positions that we held in non-financial institutions where we owned more than 2% of the invested companies’ equity as of December 31, 2022.
| Investment |
Country | % of Shares Owned (in percentages) |
Principal Activity | Total Stockholders’ Equity (in millions of pesos) (1) |
||||||||||
| Coelsa S.A. |
Argentina | 8.23 | % | Clearing house | 0.7 | |||||||||
| Argencontrol S.A. |
Argentina | 7.77 | % | Agent mandatory | 0.7 | |||||||||
| Sedesa S.A. |
Argentina | 8.63 | % | Deposit guarantee fund | 1.0 | |||||||||
| (1) | Total shareholders’ equity as of December 31, 2022. |
| D. | Property, plants and equipment |
BBVA Argentina is domiciled in Argentina and has its principal executive offices at Av. Córdoba 111, C1054AAA Buenos Aires, Argentina. The principal executive offices, which we own, are approximately 37,041 square meters in area.
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At December 31, 2022, our branch network consisted of 243 retail branches, of which 114 were located in properties that we own and 129 were located in properties leased to us. The branches are located throughout all of the 23 Argentine provinces as well as the City of Buenos Aires.
| E. | Selected statistical information |
The following information is included for analytical purposes and should be read in conjunction with the Consolidated Financial Statements as well as “Item 5. Operating and Financial Review and Prospects”. This information has been prepared from our financial records, which are maintained in accordance with IFRS-BCRA. The Consolidated Financial Statements and the selected statistical information below have been adjusted to comply with IFRS-IASB for the sole purpose of filing this annual report on Form 20-F with the SEC. The information below has been produced in accordance with the requirements of Subpart 1400 of Regulation S-K which differs in certain respects from the requirements set forth in Guide 3, and therefore it might not be comparable with the information prepared in respect of prior years included in our previous annual reports on Form 20-F
Average Balance Sheets, Interest Earned on Interest-Earning Assets and Interest Paid on Interest-Bearing Liabilities
The average balances of interest-earning assets and interest-bearing liabilities, including the related interest earned or paid, were calculated on a daily basis for the years ended December 31, 2022, 2021 and 2020. Average balances have been separated between those denominated in pesos and in foreign currencies.
This selected statistical information has been prepared taking into account the effect of hyperinflation adjustments, which requires that in the financial statements of an entity whose functional currency is the currency of a hyperinflationary economy, the assets, liabilities, income and expenses of such entity be stated in terms of the measuring unit current at the end of the reporting period (December 31, 2022).
The real interest rate is the amount of interest earned or paid during the period divided by the related average balance.
Included in interest earned are the net gains on our portfolio of government securities and related differences in market quotations. We manage our trading activities in government securities as an integral part of our business. We do not, as a matter of practice, distinguish between interest income and gain or loss on our government securities portfolio.
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The following tables show average balances, interest amounts and average real rates for our interest-earning assets and interest-bearing liabilities for the fiscal years ended December 31, 2022, 2021 and 2020.
| Fiscal Year ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
| Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
||||||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||||||||||||||
| Interest-earning assets |
||||||||||||||||||||||||||||||||||||
| Government securities (3) |
||||||||||||||||||||||||||||||||||||
| Pesos |
672,088,225 | 370,443,645 | 55.12 | % | 579,946,027 | 213,082,906 | 36.74 | % | 271,601,198 | 120,127,354 | 44.23 | % | ||||||||||||||||||||||||
| Foreign currencies |
5,585,867 | — | 0.00 | % | 269,695 | — | 0.00 | % | 10,410,004 | 884,300 | 8.49 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
677,674,092 | 370,443,645 | 54.66 | % | 580,215,722 | 213,082,906 | 36.72 | % | 282,011,202 | 121,011,654 | 42.91 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Loans and advances (4) |
||||||||||||||||||||||||||||||||||||
| To customers/financial institutions |
||||||||||||||||||||||||||||||||||||
| Pesos |
625,996,731 | 256,995,543 | 41.05 | % | 645,939,565 | 201,715,330 | 31.27 | % | 594,886,391 | 220,307,172 | 37.03 | % | ||||||||||||||||||||||||
| Foreign currencies |
41,639,816 | 1,247,612 | 3.00 | % | 78,171,404 | 3,268,124 | 4.18 | % | 100,836,431 | 6,993,760 | 6.94 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
667,636,547 | 258,243,155 | 38.68 | % | 724,110,969 | 204,983,454 | 28.35 | % | 695,722,822 | 227,300,932 | 32.67 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| To central bank |
||||||||||||||||||||||||||||||||||||
| Pesos |
665 | — | 0.00 | % | 577 | — | 0.00 | % | 468 | — | 0.00 | % | ||||||||||||||||||||||||
| Foreign currencies |
681 | — | 0.00 | % | 64 | — | 0.00 | % | 97 | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
1,346 | — | 0.00 | % | 641 | — | 0.00 | % | 565 | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Other assets |
||||||||||||||||||||||||||||||||||||
| Pesos |
7,992,822 | 597,179 | 7.47 | % | 8,038,116 | 266,830 | 3.32 | % | 49,974,585 | 164,866 | 0.33 | % | ||||||||||||||||||||||||
| Foreign currencies |
19,310,372 | 65,636 | 0.34 | % | 13,111,249 | 8,852 | 0.07 | % | 10,517,629 | 7,903 | 0.08 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
27,303,194 | 662,815 | 2.43 | % | 21,149,365 | 275,682 | 1.30 | % | 60,492,214 | 172,769 | 0.29 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-earning assets |
||||||||||||||||||||||||||||||||||||
| Pesos |
1,306,078,443 | 628,036,367 | 48.09 | % | 1,233,924,285 | 415,065,066 | 33.66 | % | 916,462,642 | 340,599,392 | 37.16 | % | ||||||||||||||||||||||||
| Foreign currencies |
66,536,736 | 1,313,248 | 1.97 | % | 91,552,412 | 3,276,976 | 3.58 | % | 121,764,161 | 7,885,963 | 6.48 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
1,372,615,179 | 629,349,615 | 45.85 | % | 1,325,476,697 | 418,342,042 | 31.58 | % | 1,038,226,803 | 348,485,355 | 33.57 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
63
Table of Contents
| Fiscal Year ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
| Average balance(1) |
Interest earned/paid |
Average real rate (2) |
Average balance(1) |
Interest earned/paid |
Average real rate (2) |
Average balance(1) |
Interest earned/paid |
Average real rate (2) |
||||||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||||||||||
| Non interest-earning assets |
||||||||||||||||||||||||||||||||||||
| Cash, cash balances at central bank and other demand deposits |
||||||||||||||||||||||||||||||||||||
| Pesos |
95,954,628 | — | — | 126,312,775 | — | — | 133,848,720 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
237,242,546 | — | — | 306,391,814 | — | — | 267,939,072 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
333,197,174 | — | — | 432,704,589 | — | — | 401,787,792 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Investments in joint ventures and associates |
||||||||||||||||||||||||||||||||||||
| Pesos |
3,165,951 | — | — | 3,918,906 | — | — | 3,403,632 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
3,165,951 | — | — | 3,918,906 | — | — | 3,403,632 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Tangible and intangible assets |
||||||||||||||||||||||||||||||||||||
| Pesos |
116,037,823 | — | — | 106,727,054 | — | — | 93,371,530 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
116,037,823 | — | — | 106,727,054 | — | — | 93,371,530 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Allowance for loan losses |
||||||||||||||||||||||||||||||||||||
| Pesos |
(20,061,025 | ) | — | — | (39,665,183 | ) | — | — | (22,882,881 | ) | — | — | ||||||||||||||||||||||||
| Foreign currencies |
(2,842,237 | ) | — | — | (7,614,425 | ) | — | — | (10,223,219 | ) | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
(22,903,262 | ) | — | — | (47,279,608 | ) | — | — | (33,106,100 | ) | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Other assets |
||||||||||||||||||||||||||||||||||||
| Pesos |
57,291,291 | — | — | 69,667,240 | — | — | 64,763,534 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
3,449,370 | — | — | 9,133,535 | — | — | 10,356,389 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
60,740,661 | — | — | 78,800,775 | — | — | 75,119,923 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total non interest-earning assets |
||||||||||||||||||||||||||||||||||||
| Pesos |
252,388,668 | — | — | 266,960,792 | — | — | 272,504,535 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
237,849,679 | — | — | 307,910,924 | — | — | 268,072,242 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
490,238,347 | — | — | 574,871,716 | — | — | 540,576,777 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| TOTAL ASSETS |
||||||||||||||||||||||||||||||||||||
| Pesos |
1,558,467,111 | 628,036,367 | 40.30 | % | 1,500,885,077 | 415,065,066 | 27.65 | % | 1,188,967,177 | 340,599,392 | 28.65 | % | ||||||||||||||||||||||||
| Foreign currencies |
304,386,415 | 1,313,248 | 0.43 | % | 399,463,336 | 3,276,976 | 0.82 | % | 389,836,403 | 7,885,963 | 2.02 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
1,862,853,526 | 629,349,615 | 33.78 | % | 1,900,348,413 | 418,342,042 | 22.01 | % | 1,578,803,580 | 348,485,355 | 22.07 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
64
Table of Contents
| Fiscal Year ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
| Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
||||||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||||||||||||||
| Interest-bearing liabilities |
||||||||||||||||||||||||||||||||||||
| Saving accounts |
||||||||||||||||||||||||||||||||||||
| Pesos |
293,617,127 | 41,255,401 | 14.05 | % | 293,202,857 | 27,885,427 | 9.51 | % | 190,840,968 | 9,018,139 | 4.73 | % | ||||||||||||||||||||||||
| Foreign currencies |
171,598,614 | 12,962 | 0.01 | % | 233,091,858 | 17,833 | 0.01 | % | 220,138,006 | 19,207 | 0.01 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
465,215,741 | 41,268,363 | 8.87 | % | 526,294,715 | 27,903,260 | 5.30 | % | 410,978,974 | 9,037,346 | 2.20 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Time deposits |
||||||||||||||||||||||||||||||||||||
| Pesos |
450,093,275 | 247,128,411 | 54.91 | % | 406,282,817 | 149,414,736 | 36.78 | % | 278,211,114 | 103,303,756 | 37.13 | % | ||||||||||||||||||||||||
| Foreign currencies |
26,159,303 | 48,839 | 0.19 | % | 38,954,510 | 96,362 | 0.25 | % | 47,531,359 | 597,797 | 1.26 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
476,252,578 | 247,177,250 | 51.90 | % | 445,237,327 | 149,511,098 | 33.58 | % | 325,742,473 | 103,901,553 | 31.90 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Banks loans - Central bank |
||||||||||||||||||||||||||||||||||||
| Pesos |
— | — | 0.00 | % | — | — | 0.00 | % | 4 | — | 0.00 | % | ||||||||||||||||||||||||
| Foreign currencies |
106,590 | — | 0.00 | % | 75,519 | — | 0.00 | % | 85,577 | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
106,590 | — | 0.00 | % | 75,519 | — | 0.00 | % | 85,581 | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Banks loans - Other financial institutions |
||||||||||||||||||||||||||||||||||||
| Pesos |
16,005,049 | 959,032 | 5.99 | % | 14,441,756 | (1,609,295 | ) | (11.14 | %) | 10,643,916 | 2,132,435 | 20.03 | % | |||||||||||||||||||||||
| Foreign currencies |
789,129 | 59,781 | 7.58 | % | 6,493,142 | 422,230 | 6.50 | % | 2,557,591 | 154,909 | 6.06 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
16,794,178 | 1,018,813 | 6.07 | % | 20,934,898 | (1,187,065 | ) | (5.67 | %) | 13,201,507 | 2,287,344 | 17.33 | % | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Debt securities issued |
||||||||||||||||||||||||||||||||||||
| Pesos |
312,582 | 389,516 | 124.61 | % | 1,842,377 | 822,430 | 44.64 | % | 14,693,514 | 6,710,681 | 45.67 | % | ||||||||||||||||||||||||
| Foreign currencies |
— | — | 0.00 | % | — | — | 0.00 | % | — | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
312,582 | 389,516 | 124.61 | % | 1,842,377 | 822,430 | 44.64 | % | 14,693,514 | 6,710,681 | 45.67 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Other liabilities |
||||||||||||||||||||||||||||||||||||
| Pesos |
4,590,460 | 677,346 | 14.76 | % | 50,851 | 105,650 | 207.76 | % | 99,900 | 393 | 0.40 | % | ||||||||||||||||||||||||
| Foreign currencies |
265,908 | — | 0.00 | % | 368,693 | — | 0.00 | % | 260,522 | — | 0.00 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
4,856,368 | 677,346 | 13.95 | % | 419,544 | 105,650 | 25.18 | % | 360,422 | 393 | 0.11 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-bearing liabilities |
||||||||||||||||||||||||||||||||||||
| Pesos |
764,618,493 | 290,409,706 | 37.98 | % | 715,820,658 | 176,618,948 | 24.67 | % | 494,489,416 | 121,165,404 | 24.50 | % | ||||||||||||||||||||||||
| Foreign currencies |
198,919,544 | 121,582 | 0.06 | % | 278,983,722 | 536,425 | 0.19 | % | 270,573,055 | 771,913 | 0.29 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
963,538,037 | 290,531,288 | 30.15 | % | 994,804,380 | 177,155,373 | 17.81 | % | 765,062,471 | 121,937,317 | 15.94 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
65
Table of Contents
| Fiscal Year ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||||||||
| Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
Average balance (1) |
Interest earned/paid |
Average real rate (2) |
||||||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||||||||||
| Non-interest-bearing liabilities and stockholders´ equity |
||||||||||||||||||||||||||||||||||||
| Checking accounts |
||||||||||||||||||||||||||||||||||||
| Pesos |
216,177,176 | — | — | 231,890,528 | — | — | 231,443,307 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
71,741,501 | — | — | 91,128,720 | — | — | 76,883,999 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
287,918,677 | — | — | 323,019,248 | — | — | 308,327,306 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Other liabilities |
||||||||||||||||||||||||||||||||||||
| Pesos |
251,740,527 | — | — | 250,860,287 | — | — | 277,709,621 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
22,857,776 | — | — | 28,824,793 | — | — | 30,416,232 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
274,598,303 | — | — | 279,685,080 | — | — | 308,125,853 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Shareholders’ equity |
||||||||||||||||||||||||||||||||||||
| Pesos |
336,798,509 | — | — | 302,839,705 | — | — | 197,287,950 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
336,798,509 | — | — | 302,839,705 | — | — | 197,287,950 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total non-interest-bearing liabilities and shareholders’ equity |
||||||||||||||||||||||||||||||||||||
| Pesos |
804,716,212 | — | — | 785,590,520 | — | — | 706,440,878 | — | — | |||||||||||||||||||||||||||
| Foreign currencies |
94,599,277 | — | — | 119,953,513 | — | — | 107,300,231 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
899,315,489 | — | — | 905,544,033 | — | — | 813,741,109 | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||||||||||||||||||||||||||
| Pesos |
1,569,334,705 | 290,409,706 | 18.51 | % | 1,501,411,178 | 176,618,948 | 11.76 | % | 1,200,930,294 | 121,165,328 | 10.09 | % | ||||||||||||||||||||||||
| Foreign currencies |
293,518,821 | 121,582 | 0.04 | % | 398,937,235 | 536,425 | 0.13 | % | 377,873,286 | 771,913 | 0.20 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total |
1,862,853,526 | 290,531,288 | 15.60 | % | 1,900,348,413 | 177,155,373 | 9.32 | % | 1,578,803,580 | 121,937,241 | 7.72 | % | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
66
Table of Contents
| 2022 | 2021 | 2020 | ||||||||||
| Net Interest Margin and Spread |
||||||||||||
| Net interest income (5) |
||||||||||||
| Pesos |
337,626,661 | 238,446,118 | 219,433,988 | |||||||||
| Foreign currencies |
1,191,666 | 2,740,551 | 7,114,050 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
338,818,327 | 241,186,669 | 226,548,038 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net interest margin (6) |
||||||||||||
| Pesos |
25.85 | % | 19.32 | % | 23.94 | % | ||||||
| Foreign currencies |
1.79 | % | 2.99 | % | 5.84 | % | ||||||
| Weighted average rate |
24.68 | % | 18.20 | % | 21.82 | % | ||||||
| Yield spread, nominal basis (7) |
||||||||||||
| Pesos |
10.10 | % | 8.96 | % | 12.66 | % | ||||||
| Foreign currencies |
1.91 | % | 3.39 | % | 6.19 | % | ||||||
| Weighted average rate |
15.70 | % | 13.75 | % | 17.63 | % | ||||||
| (1) | For 2022, the average balances are presented in terms of the measuring unit current at December 31, 2022. For 2021 and 2020 average balances were restated in terms of the measuring unit current at the end of the reporting period (December 31, 2022). |
| (2) | Interest paid divided by average balance. |
| (3) | Includes trading gains and losses in all fiscal years. Unrealized gains and losses arising from changes in the market value of our trading portfolio of government securities and yield on our investment portfolio of government securities are included. |
| (4) | Loan amounts are stated before deduction of the allowance for loan losses. |
| (5) | Net interest income is defined as interest earned less interest paid. Trading results from our portfolio of government securities are included in interest. |
| (6) | Net interest margin is net interest income stated as a percentage of average interest-earning assets. |
| (7) | Yield spread nominal basis is defined as the difference between the average nominal rate on interest-earning assets and the average nominal rate on interest-bearing liabilities. |
67
Table of Contents
Changes in Interest Income and Interest Expense; Volume and Rate Analysis
The following tables allocate, by currency of denomination, changes in our interest income and interest expense between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective average interest rates for the year ended December 31, 2022 compared with the year ended December 31, 2021 and the year ended December 31, 2021 compared with the year ended December 31, 2020. Volume and rate variances have been calculated based on movements in average balances over the period and changes in average interest rates on average interest-earning assets and average interest-bearing liabilities. The net change attributable to changes in both volume and rate has been allocated to volume. Trading gains and losses and yield on government trading and investment accounts results are included in the computation of interest income in all fiscal years.
| Year ended December 31, 2022/2021 Increase (Decrease) Due to Changes in |
Year ended December 31, 2021/2020 Increase (Decrease) Due to Changes in |
|||||||||||||||||||||||
| Volume | Rate | Net change | Volume | Rate | Net change | |||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Interest-earning assets |
||||||||||||||||||||||||
| Government securities |
||||||||||||||||||||||||
| Pesos |
50,787,219 | 106,573,520 | 157,360,739 | 113,291,598 | (20,336,046 | ) | 92,955,552 | |||||||||||||||||
| Foreign currencies |
— | — | — | — | (884,300 | ) | (884,300 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
50,787,219 | 106,573,520 | 157,360,739 | 113,291,598 | (21,220,346 | ) | 92,071,252 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Loans and advances |
||||||||||||||||||||||||
| To customers/financial institutions |
||||||||||||||||||||||||
| Pesos |
(8,187,294 | ) | 63,467,507 | 55,280,213 | 15,942,990 | (34,534,832 | ) | (18,591,842 | ) | |||||||||||||||
| Foreign currencies |
(1,094,559 | ) | (925,953 | ) | (2,020,512 | ) | (947,560 | ) | (2,778,076 | ) | (3,725,636 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(9,281,853 | ) | 62,541,554 | 53,259,701 | 14,995,430 | (37,312,908 | ) | (22,317,478 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| To central bank |
||||||||||||||||||||||||
| Pesos |
— | — | — | — | — | — | ||||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other assets |
||||||||||||||||||||||||
| Pesos |
(3,384 | ) | 333,733 | 330,349 | (1,392,106 | ) | 1,494,070 | 101,964 | ||||||||||||||||
| Foreign currencies |
21,071 | 35,713 | 56,784 | 1,751 | (802 | ) | 949 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
17,687 | 369,446 | 387,133 | (1,390,355 | ) | 1,493,268 | 102,913 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total interest-earning assets |
||||||||||||||||||||||||
| Pesos |
42,596,541 | 170,374,760 | 212,971,301 | 127,842,482 | (53,376,808 | ) | 74,465,674 | |||||||||||||||||
| Foreign currencies |
(1,073,488 | ) | (890,240 | ) | (1,963,728 | ) | (945,809 | ) | (3,663,178 | ) | (4,608,987 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
41,523,053 | 169,484,520 | 211,007,573 | 126,896,673 | (57,039,986 | ) | 69,856,687 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
68
Table of Contents
| Year ended December 31, 2022/2021 Increase (Decrease) Due to Changes in |
Year ended December 31, 2021/2020 Increase (Decrease) Due to Changes in |
|||||||||||||||||||||||
| Volume | Rate | Net change | Volume | Rate | Net change | |||||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||
| Interest-bearing liabilities |
||||||||||||||||||||||||
| Saving accounts |
||||||||||||||||||||||||
| Pesos |
58,208 | 13,311,766 | 13,369,974 | 9,735,256 | 9,132,032 | 18,867,288 | ||||||||||||||||||
| Foreign currencies |
(4,645 | ) | (226 | ) | (4,871 | ) | 991 | (2,365 | ) | (1,374 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
53,563 | 13,311,540 | 13,365,103 | 9,736,247 | 9,129,667 | 18,865,914 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Time deposits |
||||||||||||||||||||||||
| Pesos |
24,054,589 | 73,659,086 | 97,713,675 | 47,099,702 | (988,722 | ) | 46,110,980 | |||||||||||||||||
| Foreign currencies |
(23,888 | ) | (23,635 | ) | (47,523 | ) | (21,217 | ) | (480,218 | ) | (501,435 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
24,030,701 | 73,635,451 | 97,666,152 | 47,078,485 | (1,468,940 | ) | 45,609,545 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Banks loans - Central bank |
||||||||||||||||||||||||
| Pesos |
— | — | — | — | — | — | ||||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Banks loans - Other financial institutions |
||||||||||||||||||||||||
| Pesos |
93,673 | 2,474,654 | 2,568,327 | (423,206 | ) | (3,318,524 | ) | (3,741,730 | ) | |||||||||||||||
| Foreign currencies |
(432,111 | ) | 69,662 | (362,449 | ) | 255,917 | 11,404 | 267,321 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(338,438 | ) | 2,544,316 | 2,205,878 | (167,289 | ) | (3,307,120 | ) | (3,474,409 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Debt securities issued |
||||||||||||||||||||||||
| Pesos |
(1,906,315 | ) | 1,473,401 | (432,914 | ) | (5,736,698 | ) | (151,553 | ) | (5,888,251 | ) | |||||||||||||
| Foreign currencies |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
(1,906,315 | ) | 1,473,401 | (432,914 | ) | (5,736,698 | ) | (151,553 | ) | (5,888,251 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other liabilities |
||||||||||||||||||||||||
| Pesos |
669,843 | (98,147 | ) | 571,696 | (101,906 | ) | 207,163 | 105,257 | ||||||||||||||||
| Foreign currencies |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
669,843 | (98,147 | ) | 571,696 | (101,906 | ) | 207,163 | 105,257 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total interest-bearing liabilities |
||||||||||||||||||||||||
| Pesos |
22,969,998 | 90,820,760 | 113,790,758 | 50,573,148 | 4,880,396 | 55,453,544 | ||||||||||||||||||
| Foreign currencies |
(460,644 | ) | 45,801 | (414,843 | ) | 235,691 | (471,179 | ) | (235,488 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
22,509,354 | 90,866,561 | 113,375,915 | 50,808,839 | 4,409,217 | 55,218,056 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Investment Portfolio: weighted average yield by remaining maturities
The following table shows the weighted average yield by remaining maturities of our debt securities not carried at fair value as of December 31, 2022:
| Maturing | ||||||||||||||||||||
| Within 1 year | After 1 year but within 5 years |
After 5 years but within 10 years |
After 10 years | Total | ||||||||||||||||
| Weighted average yield | ||||||||||||||||||||
| (in percentages) | ||||||||||||||||||||
| Government securities (1) |
||||||||||||||||||||
| In Pesos: |
||||||||||||||||||||
| Argentine bonds |
— | 177 | % | — | — | 177 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total government securities in pesos |
— | 177 | % | — | — | 177 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total government securities: |
— | 177 | % | — | — | 177 | % | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | The weighted average yield has been determined based on the price calculated by the Market Risks Area at December 31, 2022 plus the coupon pending collection considering the contractual maturity and amortization profile of each bond. |
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Maturity Composition of the Loan Portfolio
The following table shows our loan portfolio as of December 31, 2022 by type of loan and by the time remaining to maturity. Loans are stated before deduction of the allowance for loan losses. We expect most loans to be repaid at maturity in cash or through refinancing at market terms.
| Maturing | ||||||||||||||||||||||||
| Amount as of December 31, 2022 |
Within 3 months |
After 3 months but within 1 year |
After 1 year but within 5 years |
After 5 years but within 15 years |
After 15 years | |||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| To the non-financial public sector |
1,399 | 1,399 | — | — | — | — | ||||||||||||||||||
| To government sector |
— | — | — | — | — | — | ||||||||||||||||||
| To central bank |
9,034 | 9,034 | — | — | — | — | ||||||||||||||||||
| To financial institutions |
4,464,832 | 2,506,738 | 801,276 | 1,156,818 | — | — | ||||||||||||||||||
| To the non-financial private sector and residents abroad |
733,510,960 | 489,987,168 | 110,722,945 | 102,243,743 | 22,132,887 | 8,424,217 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Credit Cards |
274,537,256 | 274,537,256 | — | — | — | — | ||||||||||||||||||
| Consumer loans |
71,324,186 | 10,269,543 | 15,689,696 | 45,321,916 | 43,031 | — | ||||||||||||||||||
| Notes |
58,203,908 | 50,571,987 | 7,631,921 | — | — | — | ||||||||||||||||||
| Overdrafts |
62,947,418 | 56,116,006 | 6,692,858 | 138,554 | — | — | ||||||||||||||||||
| Real estate mortgage |
38,509,996 | 394,897 | 1,591,166 | 9,435,002 | 19,582,105 | 7,506,826 | ||||||||||||||||||
| Loans for the prefinancing and financing of exports |
25,073,189 | 10,376,375 | 13,322,387 | 1,374,427 | — | — | ||||||||||||||||||
| Commercial papers |
58,508,686 | 19,614,182 | 25,313,233 | 13,581,271 | — | — | ||||||||||||||||||
| Pledge loans |
24,708,033 | 4,347,491 | 11,718,360 | 8,642,002 | 180 | |||||||||||||||||||
| Loans to employees |
4,822,005 | 179,286 | 180,911 | 1,036,846 | 2,507,571 | 917,391 | ||||||||||||||||||
| Receivables from financial leases |
6,388,015 | 1,687,074 | 913,353 | 3,787,588 | — | — | ||||||||||||||||||
| Other financing |
108,488,268 | 61,893,071 | 27,669,060 | 18,926,137 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
737,986,225 | 492,504,339 | 111,524,221 | 103,400,561 | 22,132,887 | 8,424,217 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Percentage of total loan portfolio |
100.00 | % | 66.74 | % | 15.11 | % | 14.01 | % | 3.00 | % | 1.14 | % | ||||||||||||
Interest Rate Sensitivity of Outstanding Loans
The following table shows, by currency of denomination, the interest rate sensitivity of our loan portfolio as of December 31, 2022. Loans are stated before deduction of the allowance for loan losses.
| As of December 31, 2022 | ||||
| (in thousands of pesos) | ||||
| Variable Rate |
||||
| Pesos – including Adjustable loans |
1,738,429 | |||
| Foreign currency |
126,970 | |||
|
|
|
|||
| Sub-total |
1,865,399 | |||
|
|
|
|||
| Fixed Rate |
||||
| Pesos |
680,694,966 | |||
| Foreign currency |
42,845,068 | |||
|
|
|
|||
| Sub-total |
723,540,034 | |||
|
|
|
|||
| Non-performing |
||||
| Pesos |
12,580,792 | |||
| Foreign currency |
— | |||
|
|
|
|||
| Sub-total |
12,580,792 | |||
|
|
|
|||
| Total |
737,986,225 | |||
|
|
|
|||
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The following table sets forth a breakdown of our fixed and variable rate loans by maturity as of December 31, 2022.
| Interest Sensitivity of Outstanding Loans Maturing in |
||||||||||||||||
| Less Than One Year | More Than One Year | |||||||||||||||
| Fixed rate | Variable rate | Fixed rate | Variable rate | |||||||||||||
| (in thousands of pesos) | ||||||||||||||||
| To the non-financial public sector |
1,399 | — | — | — | ||||||||||||
| To government sector |
— | — | — | — | ||||||||||||
| To central bank |
9,034 | — | — | — | ||||||||||||
| To financial institutions |
3,308,014 | — | 1,156,818 | — | ||||||||||||
| To the non-financial private sector and residents abroad |
598,981,107 | 1,729,006 | 132,791,424 | 9,423 | ||||||||||||
| Credit Cards |
274,537,256 | — | — | — | ||||||||||||
| Consumer loans |
25,959,239 | — | 45,364,947 | — | ||||||||||||
| Notes |
58,203,908 | — | — | — | ||||||||||||
| Overdrafts |
62,808,864 | — | 138,554 | — | ||||||||||||
| Real estate mortgage |
1,955,171 | 30,892 | 36,523,877 | 56 | ||||||||||||
| Loans for the prefinancing and financing of exports |
23,698,762 | — | 1,374,427 | — | ||||||||||||
| Commercial papers |
44,901,377 | 26,038 | 13,581,271 | — | ||||||||||||
| Pledge loans |
16,065,851 | — | 8,642,182 | — | ||||||||||||
| Loans to employees |
356,438 | 3,759 | 4,452,441 | 9,367 | ||||||||||||
| Receivables from financial leases |
2,095,022 | 505,405 | 3,787,588 | — | ||||||||||||
| Other financing |
88,399,219 | 1,162,912 | 18,926,137 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
602,299,554 | 1,729,006 | 133,948,242 | 9,423 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Foreign Country Outstanding Positions
The following table sets forth, as of December 31, 2022 the aggregate amount of “cross-border outstandings” exceeding 1% of our total assets at such date. As of December 31, 2021 we did not hold “cross-border outstandings” exceeding 1% of our total assets. Cross-border outstandings are defined as loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets which are denominated in dollars or other non-local currency.
| As of December 31, 2022 |
||||
| (in thousands of pesos) | ||||
| Cash and cash equivalents |
17,114,618 | |||
| Financial assets at fair value through other comprehensive income |
60,251 | |||
| Financial assets at amortized cost |
18,863,826 | |||
|
|
|
|||
| Total |
36,038,695 | |||
|
|
|
|||
Credit ratios
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Financial Position”.
Composition of Deposits
The following table sets out the composition of each category of deposits that exceeded 10% of average total deposits in each of the fiscal years ended December 31, 2022 and 2021.
| Fiscal Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands of pesos, except percentages) | ||||||||
| Deposits in Domestic Bank Offices |
||||||||
| Non-interest-bearing liabilities |
||||||||
| Checking accounts |
||||||||
| Average |
||||||||
| Pesos |
216,177,176 | 231,890,528 | ||||||
| Foreign currencies |
71,741,501 | 91,128,720 | ||||||
|
|
|
|
|
|||||
| Total |
287,918,677 | 323,019,248 | ||||||
|
|
|
|
|
|||||
| Interest-bearing liabilities |
||||||||
| Saving Accounts |
||||||||
| Average |
||||||||
| Pesos |
293,617,127 | 293,202,857 | ||||||
| Foreign currencies |
171,598,614 | 233,091,858 | ||||||
|
|
|
|
|
|||||
| Total |
465,215,741 | 526,294,715 | ||||||
|
|
|
|
|
|||||
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Table of Contents
| Fiscal Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands of pesos, except percentages) | ||||||||
| Average real rate |
||||||||
| Pesos |
14.05 | % | 9.51 | % | ||||
| Foreign currencies |
0.01 | % | 0.01 | % | ||||
| Total |
8.87 | % | 5.30 | % | ||||
| Time Deposits |
||||||||
| Average |
||||||||
| Pesos |
450,093,275 | 406,282,817 | ||||||
| Foreign currencies |
26,159,303 | 38,954,510 | ||||||
|
|
|
|
|
|||||
| Total |
476,252,578 | 445,237,327 | ||||||
|
|
|
|
|
|||||
| Average real rate |
||||||||
| Pesos |
54.91 | % | 36.78 | % | ||||
| Foreign currencies |
0.19 | % | 0.25 | % | ||||
| Total |
51.90 | % | 33.58 | % | ||||
Uninsured deposits
| Fiscal Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands of pesos, except percentages) | ||||||||
| Uninsured deposits |
481,113,493 | 488,825,665 | ||||||
| Fiscal Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| (in thousands of pesos, except percentages) | ||||||||
| Deposits in excess of insurance limit with a maturity of: |
||||||||
| Within 3 months |
711,181,202 | 792,958,270 | ||||||
| After 3 but within 6 months |
66,156,391 | 35,638,574 | ||||||
| After 6 but within 12 months |
41,347,744 | 44,548,217 | ||||||
| After 12 months |
8,269,549 | 17,819,287 | ||||||
|
|
|
|
|
|||||
| Total |
826,954,886 | 890,964,348 | ||||||
|
|
|
|
|
|||||
For more information about uninsured deposits see “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework—Deposit Guarantee Insurance System”.
| F. | The Argentine Banking System and its Regulatory Framework |
Argentine Banking System
According to data from the Central Bank as of December 31, 2022, Argentina’s banking system consisted of 63 commercial banks, 13 of which were government-owned or government-related banks and 50 of which were Argentine private banks. The principal regulators of financial institutions in Argentina are the Central Bank, the Superintendence and, in the case of financial institutions that publicly offer their own securities in Argentina or otherwise engage in the offering or trading of third parties’ securities in Argentina, the CNV.
Private Sector Banks
According to data from the Central Bank as of December 31, 2022, the largest Argentine private banks, in terms of total assets, were: Banco de Galicia y Buenos Aires S.A., Banco Santander S.A., Banco Macro S.A., BBVA Argentina and Banco Credicoop Cooperativo Limitado. Some of these banks, including BBVA Argentina, have one or more significant foreign investors. Argentine private banks accounted for 57.79% of total deposits and 60.02% of total gross loans in the Argentine financial sector, of which the ten largest Argentine private banks accounted for 46.62% of total deposits and 51.68% of total gross loans in the Argentine financial sector. Foreign banks compete under the same regulatory conditions as Argentine banks.
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Public Sector Banks
The principal state-owned banks are Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires and Banco de la Ciudad de Buenos Aires. As of December 31, 2022, based on the available data of the Central Bank, these three institutions accounted for 36.02% of total deposits and 32.07% of total gross loans in the Argentine financial sector.
Under the provisions of the Argentine financial institutions Law No. 21,526 (the “Financial Institutions Law”), government-owned or government-related banks and private banks have similar rights and obligations except that the former have the sole right and obligation to handle public revenues and promote regional development. Government-owned banks are required to meet the credit needs of public sector entities. Moreover, the Bylaws of some government-owned banks, which include federal, provincial and locally-owned banks, require their shareholders to guarantee their commitments.
Central Bank
The Financial Institutions Law regulates banking activities in Argentina and places the supervision and control of the Argentine banking system in the hands of the Central Bank, an autonomous institution. The Financial Institutions Law provides the Central Bank with broad access to the accounting systems, books, correspondence, documents and other paperwork of banking institutions. The Central Bank regulates the provision of credit and supervises the liquidity and the general operation of Argentine financial markets. The Central Bank enforces the Financial Institutions Law and authorizes banks to operate in Argentina. Since an amendment to the Financial Institutions Law of 1994, there is no distinction between domestically-owned and foreign-owned financial institutions.
The Central Bank establishes “technical ratios” to limit the levels of indebtedness, liquidity, maximum credit that may be granted per customer and foreign exchange assets and liabilities positions of financial institutions, among others. The Central Bank carries out formal inspections from time to time of all banking institutions to monitor their compliance with legal and regulatory requirements. The Central Bank supervises banks on a consolidated basis. It has a supervision department of internal and external auditors of financial institutions that evaluate performance comprehensively in internal audit areas as well as firms and professionals working as external auditors of financial institutions. When a financial institution does not comply with the mandatory technical ratios, it must explain such noncompliance to the Central Bank. There are specific regulations governing reorganization plans and other measures arising from non-compliance with these plans. Moreover, the Central Bank has the authority to impose sanctions for non-compliance, ranging from a warning to the revocation of banking licenses.
In addition, financial entities need the authorization from the Central Bank for certain actions, such as opening, moving or closing branches or ATMs, acquiring share interests in other financial institutions or non-financial corporations and establishing liens over their assets, among others.
The Central Bank requires financial institutions to submit information to it on a daily, monthly, quarterly, semiannual and annual basis. These reports contain, among other important information, balance sheets and income statements, information relating to reserve funds and use of deposits and indicators on portfolio quality, including details on principal debtors and any loan-loss provisions. The reports are designed to allow the Central Bank to monitor the financial institutions’ business practices. If the Central Bank’s rules are breached, various sanctions may be imposed depending on the gravity of the violation, ranging from simple reprimanding to the imposition of fines or even the revocation of a bank’s operating license. Moreover, noncompliance with certain rules may result in the mandatory submission by the infringing financial institution to the Central Bank of specific capital adequacy or regularization plans. These plans must be approved by the Central Bank for a financial institution to maintain its license.
Law No. 25,780 introduced amendments to the Financial Institutions Law and to the charter of the Central Bank (as amended, the “Charter”). Among the most important modifications were the following:
| • | Unless expressly provided otherwise by law, the Central Bank shall not be affected by regulations of a general nature that have been or may be enacted with reference to public administration entities and which introduce limitations on the authority or powers of the Central Bank established in its Charter. |
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| • | The Central Bank is authorized to make temporary advances to the federal government up to an amount equivalent to 12% of the monetary base, which for this purpose includes monetary circulation plus deposits at sight of financial institutions in the Central Bank, whether in current account or in special accounts. It may also grant advances up to an amount not exceeding 10% of the cash resources obtained by the federal government in the previous twelve months. At no time may the amount granted as temporary advances, excluding those exclusively destined to the payment of obligations with multilateral lending institutions, exceed 12% of the monetary base. All advances thus granted must be repaid within the following twelve months; if any of these advances remain unpaid after their expiration date, it will not be possible to use again these powers until all amounts owed have been repaid. |
| • | The validity of Sections 44, 46 (c), 47 and 48 of the Charter, with respect to the powers of the Superintendent of Financial and Exchange Entities (Superintendente de Entidades Financieras y Cambiarias) under the terms of the text approved as Article 1 of the Law No. 24,144. |
| • | A transitional provision is introduced authorizing the Central Bank to: (i) provide assistance to financial entities with liquidity and / or solvency problems (already authorized under Decree No. 214/02), including those in process of restructuring by resolution of the Central Bank in terms of Article 35 bis of the Financial Institutions Law; (ii) to authorize the integration of reserve requirements of financial institutions with financial assets other than cash, in the form of demand deposits at the Central Bank or in foreign currency accounts according to Article 28 of the Central Bank’s Charter |
Amendments to the Central Bank’s Charter and the Convertibility Law
Law No. 26,739 amended in 2012 the functions and powers of the Central Bank and the ability of the federal government to obtain financing from the Central Bank. This law amended the “Charter”, which had been previously approved by Law No. 24,114 and the Convertibility Law. The amendments introduced by Law No. 26,739 may be grouped under two subjects: (i) amendments to the functions and powers of the Central Bank as the regulatory and supervisory authority of the financial sector; and (ii) expansion of the federal government’s access to financing from the Central Bank. We briefly explain below the most relevant aspects of each.
| • | Functions and powers of the Central Bank: |
| • | Purpose of the Central Bank. Prior to Law No. 26,739 according to the Charter, the “primary and fundamental purpose” of the Central Bank was to “preserve the value of the currency”. Following Law No. 26,739, the Central Bank has multiple purposes, including “promoting currency stability, financial stability, employment and economic development with social equity”. |
| • | Relationship of the Central Bank with the executive branch and Congress. Under the Charter, the Central Bank remains a “self-governed entity” and (i) in the exercise of its powers and faculties, the Central Bank shall not be subject to the instructions of the executive branch, and (ii) the Central Bank may not enter into any obligation that implies a restriction or a delegation of its powers, without Congress’ express authorization. However, the Charter provides that the Central Bank’s purpose must be fulfilled “within the framework of the policies set by the federal government”. |
| • | Obligations and powers of the Central Bank related to economic information. The amendments to the Charter limited the ability of the Central Bank to supply economic information. In particular, (i) the requirement to report the expected rate of inflation for each year; (ii) the publication of statistics regarding the balances of payment and the national accounts of the Republic and (iii) the requirement that the entity’s financial statements reflect the amount and composition of the reserves and of the monetary base were removed from the Charter. |
| • | Functions and powers of the Central Bank. New powers were vested in the Central Bank, including: (i) to regulate the amount of money and the interest rates, and direct credit policies; (ii) to regulate payment systems, liquidating and clearing houses, fund remittance entities, and transportation of valuables and (iii) to protect the rights of consumers of financial services and fair competition within the financial sector. |
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| • | Powers of the Central Bank’s president. The amendments strengthened the powers of the president of the Central Bank’s board of directors. In this respect, (i) the Superintendence is now under the president’s supervision; (ii) the president was empowered to operate directly in the currency and foreign exchange markets (formerly, these powers were vested in the Central Bank’s board of directors) and (iii) the president’s powers in emergency situations were increased. |
| • | Powers of the Central Bank’s board of directors. New regulatory powers were expressly conferred to the board, such as: (i) to establish the information and accounting regime for the entities subject to the Central Bank’s supervision; (ii) to regulate credit conditions and policies; (iii) to enact rules that preserve competition in the financial markets and (iv) to regulate the capture (through negotiable instruments or otherwise) of foreign currency funds by financial institutions. |
| • | Financing of the federal government: |
| • | Temporary Advances. The amendment of the Charter significantly increased the Central Bank’s ability to grant temporary advances to the federal government. See “—Central Bank” above. |
| • | Powers of the Central Bank’s board of directors. See “—Central Bank—Functions and powers of the Central Bank” above. |
Determination and application of the “freely available” reserves. The amendments to the Convertibility Law abrogated the requirement that the Central Bank’s reserves must underpin up to 100% of the monetary base. Now the Central Bank’s board of directors shall determine the amount of reserves necessary to carry out the foreign exchange policy, taking into consideration the evolution of the external accounts. Consequently, the “freely available” reserves will no longer be constituted by those that exceed the amount necessary to underpin up to 100% of the monetary base. The “freely available” reserves will now be those which exceed the amount determined by the board of directors in the manner contemplated above. The amendments also expanded the scope of application of “freely available” reserves. In addition to the payment of obligations with international financial institutions, pursuant to the reform approved by Congress, the “freely available” reserves may also be applied to the payment of “official bilateral external debt”, which includes the debt that the Republic has with creditors grouped together in the “Paris Club”.
| • | Argentine Fund for Indebtedness Reduction. This fund was created through Decree No. 298/10 in order to apply “freely available” reserves of the Central Bank to the payment of sovereign debt held by private creditors. This Fund is composed by the “freely available” reserves allocated for each fiscal year. Law No. 26,739 provides that this fund will continue to operate until the purpose for which it was created has been fulfilled. |
Supervision on a consolidated basis
Argentine financial institutions are subject to supervision on an individual and consolidated basis by the Central Bank. Therefore, the financial statements and other information of financial institutions must reflect the transactions of their head office as well as those of their branches domestically and offshore, and those of any domestic and foreign “significant subsidiaries” (as defined below). The requirements as to liquidity, solvency, minimum capital, risk concentration, and provisions for loan losses, among others, must be calculated on a consolidated basis.
Financial institutions must submit certain financial information to the Central Bank, including the following:
| • | financial statements and other quarterly and annual reports reflecting on a consolidated basis the transactions of the financial institution, its domestic and foreign branches and its domestic and foreign “significant subsidiaries” (as defined below); and |
| • | financial statements and other quarterly and annual reports reflecting on a consolidated basis the transactions of the financial institution, its domestic and foreign branches, its domestic and foreign “significant subsidiaries” (as defined below) or entities or companies in the Republic and abroad where the financial institution owns or controls more than 12.5% of the shares entitled to vote (in those cases determined by the Superintendence), and those companies not subject to consolidated supervision which the financial institution may have chosen to include with the prior approval of the Superintendence. |
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For the purposes of these regulations:
| • | A “subsidiary” of a domestic financial institution is any domestic or foreign financial institution or company where: |
| (1) | the domestic financial institution has direct or indirect control of more than 50% of the total votes of any instrument with voting rights in such entity or company, |
| (2) | the domestic financial institution has direct or indirect control as to determining by itself the composition of most of the management bodies of such entity or company, or |
| (3) | a majority of the directors of the domestic financial institution is also a majority of the directors of such entity or company |
The possession or control by the financial institution is considered indirect if exercised through another legal person, its controlling shareholders or directors appointed by such controlling shareholders or persons linked to them, in control of more than 50% (measured as a whole) of the total votes of any instrument with voting rights in another entity or company. Any other form of control or interest where, in the opinion of the Superintendence, and even if the shareholders’ interest does not exceed 50%, a situation of control, and therefore the subsidiary character of an entity or company, is established or can be inferred from the evidence collected.
| • | A “significant subsidiary” is any subsidiary: |
| (1) | whose assets, possible commitments and other transactions recorded in off-balance sheet accounts represent 10% or more of the total capital of the local financial institution and its subsidiaries abroad; or |
| (2) | whose results of operations corresponding to the current fiscal year represent 10% or more of the aggregate results of operations for the current fiscal year of the local financial institution and its subsidiaries abroad. |
Acquisition of Shares of Financial Entities
The Central Bank regulations require the approval of the Central Bank as a condition to the consummation of an acquisition of shares of a financial entity if such acquisition is likely to modify the control or the structure of the shareholders’ groups controlling a financial entity (“Significant Acquisitions”). In addition, any acquisition, other than a Significant Acquisition, in a public offering of 2% or more of the capital stock of a financial entity, such entity must report the identity, nationality and domicile of each purchaser to the Central Bank.
Legal Reserve
The Central Bank requires that financial institutions allocate on an annual basis a certain percentage of their net income in accordance with BCRA rules to a legal reserve. Such percentage is currently set at 20%. This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all unappropriated retained earnings and other reserves. Financial institutions may not pay dividends if the legal reserve has been impaired. However when the legal reserve is used to absorb losses, no profits may be distributed until such losses are fully refunded. If the legal reserve balance before any loss absorption exceeds 20% of the capital stock plus a capital adjustment, profits may be distributed once the latter value (capital stock plus the capital adjustment) is reached.
Reserve Requirements and Liquidity Requirements
Reserve and liquidity requirements are determined on the basis of average daily balances of sight and time deposits, and other financial institutions’ liabilities (in pesos and foreign currency), government and private securities, and BCRA monetary policy instruments recorded at the end of each calendar day.
The following liabilities are excluded: payments to the BCRA, to local financial institutions, and to banks located abroad for foreign trade credit lines, and forward and unsettled spot purchases and sales; sight liabilities arising from transfers abroad; liabilities to foreign correspondent banks; and liabilities to stores for sales on credit or purchase cards.
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Minimum cash requirements shall be calculated by applying the rates shown in the following chart to: (i) institutions belonging to Group “A”, and branches or subsidiaries of foreign banks rated as global systemically important banks (“G-SIB”) not included in that group; and (ii) the remaining financial institutions.
The table below indicates the minimum cash requirements for each type of account as of December 31, 2022
| Type of Account |
December 2022 | |||||||
| Categories | ||||||||
| Group “A” institutions and G-SIBs not included in that Group |
Remaining institutions |
|||||||
| Current accounts and demand accounts open in Credit Unions |
45 | % | 20 | % | ||||
| Other demand deposits, basic account and universal free account |
||||||||
| In pesos |
45 | % | 20 | % | ||||
| In foreign currency |
25 | % | 25 | % | ||||
| Unused balances from current account advances effected |
45 | % | 20 | % | ||||
| Current accounts of non-bank financial institutions |
100 | % | 100 | % | ||||
| Fixed-term deposits, bonds for acceptances (including liabilities for the sale or assignment of credits to subjects other than financial institutions), reverse repurchases, bonds and stock-exchange reverse swaps, investments at constant term, with advanced cancellation or renewal option: |
||||||||
| In pesos |
||||||||
| Up to 29 days |
25 | % | 11 | % | ||||
| From 30 to 59 days |
14 | % | 7 | % | ||||
| From 60 to 89 days |
4 | % | 2 | % | ||||
| More than 90 days |
0 | % | 0 | % | ||||
| In foreign currency |
||||||||
| Up to 29 days |
23 | % | 23 | % | ||||
| From 30 to 59 days |
17 | % | 17 | % | ||||
| From 60 to 89 days |
11 | % | 11 | % | ||||
| From 90 to 179 days |
5 | % | 5 | % | ||||
| From 180 to 365 days |
2 | % | 2 | % | ||||
| More than 365 days |
0 | % | 0 | % | ||||
| Demand and term deposits made by judicial order with funds originated in legal actions currently under course and their immobilized balances |
||||||||
| In pesos |
||||||||
| Up to 29 days |
22 | % | 10 | % | ||||
| From 30 to 59 days |
14 | % | 7 | % | ||||
| From 60 to 89 days |
4 | % | 2 | % | ||||
| More than 90 days |
0 | % | 0 | % | ||||
| In foreign currency |
15 | % | 15 | % | ||||
| Special deposits related to funds revenues from abroad – Decree No. 616/05 |
100 | % | 100 | % | ||||
| Term investments instrumented by nominative non-transferable certificates in pesos corresponding to public sector security holders, entitled to exercise the prepayment option within a term not greater than 30 days after constitution thereof |
25 | % | 11 | % | ||||
| Deposits and term investments of “UVA” and “UVI” - including savings accounts in “UVA” and “UVI” |
||||||||
| Up to 29 days |
7 | % | 7 | % | ||||
| From 30 to 59 |
5 | % | 5 | % | ||||
| From 60 to 89 days |
3 | % | 3 | % | ||||
| More than 90 days |
0 | % | 0 | % | ||||
| Labor Closure Fund for Workers of the Construction Industry in “UVA” |
7 | % | 7 | % | ||||
| Deposits and term investments that are constituted on behalf of minors by funds received gratuitously |
0 | % | 0 | % | ||||
| Sight deposits in pesos recorded as credit in money market mutual investment funds |
0 | % | 0 | % | ||||
| Deposits in pesos in the accounts of Payment Service Providers (PSPs) offering payment accounts in which the funds of their customers are deposited |
100 | % | 100 | % | ||||
| Deposits in exporters special accounts |
||||||||
| In pesos |
0 | % | 0 | % | ||||
| In foreign currency |
0 | % | 0 | % | ||||
In addition, financial institutions’ minimum daily balance shall be equal to 25% of the prior month’s requirement (50% is required in case of a shortfall).
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Reduction of the average requirement in pesos:
| • | The requirement is reduced for the share of loans to MSMEs (as defined herein) in pesos to the non-financial private sector, according to the following table: |
| Participation of the financing to MSMEs in the total financing granted by the In % |
Reduction (on the total of items included in pesos). In % |
|||
| Less than 4 |
0.00 | |||
| Between 4 and less than 6 |
1.00 | |||
| Between 6 and less than 8 |
1.25 | |||
| Between 8 and less than 10 |
1.50 | |||
| Between 10 and less than 12 |
1.75 | |||
| Between 12 and less than 14 |
2.00 | |||
| Between 14 and less than 16 |
2.25 | |||
| Between 16 and less than 18 |
2.50 | |||
| Between 18 and less than 20 |
2.75 | |||
| Between 20 and less than 22 |
3.00 | |||
| Between 22 and less than 24 |
3.25 | |||
| Between 24 and less than 26 |
3.50 | |||
| 26 or more |
3.75 | |||
| • | The requirement shall be reduced by 35% of loans in pesos granted by financial institutions up to September 30, 2020; by 50% of loans in pesos granted from October 1, 2020 to January 31, 2022; and by 40% of loans in pesos granted as from February 1, 2022 under the “Ahora 12” program, either directly or by a credit card issuing non-financial company, at a maximum interest rate of 17%. Reductions shall not be higher than 8% of the average items in pesos subject to the requirement of the month preceding the date of calculation. |
| • | Until June 30, 2023, the requirement is reduced for cash withdrawals made through ATMs, assigning greater significance to withdrawals made at ATMs located in areas that have less economic activity. |
| • | The requirement shall be reduced by 40% of the financings set forth in paragraph 4.1. of the “Credit Line for Productive Investment for MSMEs” granted at an annual nominal interest rate not exceeding the one set forth in paragraph 5.1.1. of that regulation, calculated as the monthly average of the daily balances of the previous month. |
| • | The minimum cash requirement of financial institutions offering the Universal Free Account (“Cuenta Gratuita Universal”) remotely and in person may be reduced in terms of: loans granted from April 1, 2021 to natural persons and MSMEs not reported by financial institutions to the Financial System’s Central Credit Database. |
| • | Based on the balances of financing disbursed until September 30, 2022: |
(1) In the case of institutions belonging to Group “A”, and branches or subsidiaries of foreign banks rated as G-SIB not included in Group “A”, the requirement shall be reduced by 30% of all financings in pesos granted to MSMEs (either directly or indirectly through other financial institutions) at a maximum fixed 40% annual nominal rate through February 16, 2020 (which may be calculated until paid up in full) and a fixed 35% annual nominal rate from February 17, 2020.
(2) The requirement shall be reduced by 40% of all financings in pesos granted (either directly or indirectly through other institutions) at a maximum annual nominal interest rate of 24% for: (i) MSMEs that allocate at least 50% to working capital; (ii) human health service providers rendering inpatient services in the context of the health emergency that allocate funds for the purchase of medical supplies and equipment; and (iii) non-MSMEs customers that allocate funds for the purchase of machinery and equipment manufactured by domestic MSMEs.
(3) The requirement shall be lowered by 60% of the sum of “zero interest rate credits”, “subsidized interest rate credits for companies” and “zero interest rate credits for culture” granted in the context of the health emergency caused by the Covid-19 pandemic, and disbursed until November 5, 2020; by 24% of the “subsidized interest rate credits for companies” disbursed from November 6, 2020 at an annual nominal rate of 27%; and by 7% of the “subsidized interest rate credits for companies” disbursed from November 6, 2020 at an annual nominal rate of 33%.
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(4) The requirement shall be reduced by 40% of all financings in pesos granted to MSMEs (either directly or indirectly through other institutions) at a maximum annual nominal interest rate of 24%, as long as MSMEs have not been reported to the BCRA’s Financial System’s Central Credit Database.
(5) The requirement will be reduced by an amount equivalent to 60% of the sum of the “Zero Rate Credits 2021” granted within the framework of Decree No. 512/21 calculated as the monthly balance in the period prior to the computation of the requirement.
Additional requirement: The institutions that fail to comply with the regulations on lending capacity in foreign currency are bound by an additional minimum cash requirement for the excess amount and in the same currency.
Increase of the average requirement in pesos:
The minimum cash requirement in pesos is increased for financial institutions that fail to comply with the regulations on “Credit Line for Productive Investment” in an amount equal to that breach and be in effect on the day following that in which failure to comply has been identified and for 24 months thereafter.
Lending Capacity Provided by Deposits in Foreign Currency
The lending capacity provided by deposits denominated in foreign currency must be calculated in the same currency of the underlying deposits. Deposits denominated in foreign currency also include deposits denominated in dollars but payable in pesos. Customers who engage in any of the transactions below must be financed in foreign currency:
| (1) | Prefinancing and financing of exports carried out directly or through agents, consignees or other proxies acting for the account and order of the owner of the goods. It also comprises the financing of suppliers of services to be exported. This includes those transactions for the purpose of financing working capital and/or the acquisition of objects related to the production of goods to be exported, provided the flow of income in foreign currency deriving from such exports is sufficient to settle such transactions. |
| (2) | Other financing to exporters who can rely on a flow of future income in foreign currency and who, in the year prior to the finance being granted, can provide evidence of invoicing in foreign currency -brought into the Republic- for an amount reasonably proportional to such financing. |
| (3) | Financing transactions granted to goods, producers or processors, provided: |
| • | They have firm sale contracts for the goods to be produced for an exporter, with prices fixed or to be fixed in a foreign currency (regardless of the currency in which the transaction is settled) and involving fungible goods with a regular and customary quotation in foreign currency which is widely known and easily accessed by the public in local or international markets. In all cases of term purchase and sale agreements for a price to be fixed, such price must be in direct relation with the price of such products in local markets. |
| • | Their main activity is the production, processing and/or storage of fungible goods with a normal and regular foreign currency quotation in markets abroad that is widely known and easily accessible to the public and provided there is evidence, in the year prior to obtaining the financing, that total revenue from sales of such goods bears a reasonable proportion to that activity and its financing. |
This category also includes transactions to finance suppliers of services directly used in the process of exporting goods.
| (4) | Financing transactions for producers of goods to be exported, either in the same condition or as part of other goods, by third-party purchasers, provided they have total pledges or guarantees in foreign currency from such third parties. |
| (5) | Financings to suppliers of goods and/or services that form part of the production process of perishable items with prices quote in foreign currency, being customarily used in local markets or abroad, widely spread and with easy access to public knowledge, provided they enter into firm sales agreements for such goods and/or services in foreign currency. |
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| (6) | Financing of investment projects, working capital and/or the acquisition of any kind of goods, including temporary importation of commodities, which may increase or be related to the production of goods for exportation. Even though income from exporter companies does not totally derive from sales abroad, financing may only be allocated if the income flow deriving from exportation is sufficient. |
This category also includes those transactions where financing is granted via the bank’s participation in “syndicated loans”, be they with domestic or foreign entities.
| (7) | Financing to clients from the commercial portfolio and of a commercial nature who receive treatment for their consumption or housing credits –under the provisions of the “Debtors’ Classification” regulations–destined for the importation of capital goods (“BK” according to the Common Nomenclature for the MERCOSUR attached as Annex I to Decree No. 690/02 and other complementary provisions) which will result in an increase in the production of goods destined for domestic consumption. |
| (8) | Debt securities or certificates of participation in financial trusts in foreign currency -including other collection rights specifically acknowledged in the trust agreement to be constituted within the framework of loans established by multilateral credit institutions of which Argentina is a party, whose assets under management are loans originated by financial institutions under the terms described in (1) through (4) and the first paragraph of (6) above or documents denominated in foreign currency, bought by the trustee for the purpose of financing transactions on the terms and conditions mentioned in the above points above. |
| (9) | Financing transactions for purposes other than mentioned in (1) to (4) and the first paragraph of (6) above, included in the credit program “IDB Loan No. 1192/OC-AR”, without exceeding 10% of the lending capacity. |
| (10) | Loans to financial institutions (any interfinancing loans granted with such resources must be identified). |
| (11) | Notes and bills issued by the Central Bank denominated in U.S. dollars. |
| (12) | Direct investments abroad by companies residing in the Republic, whose purpose is to develop production activities of non-financial goods and/or services, be they through contributions and/or purchases of participations in companies, as far as they are incorporated in countries or territories considered as cooperators regarding tax transparency in terms of article 1 of Decree No. 589/13, as amended. |
| (13) | Financing of investment projects, including their working capital, which permit increasing production in the power sector, and having firm sales agreements and/or full sureties or guaranties in foreign currency. |
| (14) | Debt instruments in foreign currency of the national treasury, up to an amount equivalent to one third the total amount of applications made according to this article. |
| (15) | Financings of investment projects for bovine cattle, including their working capital, without exceeding 5% of the entity’s deposits in foreign currency. |
| (16) | Financing to foreign importers for the acquisition of goods and/or services produced in the Republic, either directly or through lines of credit to foreign banks. |
| (17) | Financing to residents guaranteed by stand-by letters of credit issued by foreign banks that comply with the provisions of section 3.1. of the rules on “Credit assessments”, requiring to this effect an international rating of investment grade risk, insofar as such letters of credit are unrestricted and the accreditation of the funds is carried out immediately at the simple request of the beneficiary entity. |
The lending capacity of a financial institution will result from the sum of all deposits in foreign currency plus all inter-financial loans received, as reported by the granting financial institution, as originated in its lending capacity for this type of deposit, after deduction of the minimum reserve requirements applicable to deposits.
Any deficiencies in the application of foreign currency lending capacity, net of a portion of: (i) cash balances, (ii) cash under custody in other financial institutions, (iii) cash in transit and (iv) cash with armored car transport companies, up to the amount of such deficiency, require an equivalent increase in the minimum cash requirement discussed in “—Reserve Requirements and Liquidity Requirements” above. Any deficiencies arising from debt restructuring transactions arranged by the national executive power are excluded from this requirement and cannot be compensated by foreign currency purchases.
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Limitations on Types of Business
Argentine commercial banks may conduct all activities and operations that are not specifically prohibited by law or by regulations of the Central Bank. Banks are permitted, among other things, to:
| • | make loans in pesos and foreign currency; |
| • | receive deposits in pesos and foreign currency; |
| • | issue guarantees; |
| • | underwrite, place and broker equity and debt securities in the over-the-counter market, subject to the prior approval of the CNV; |
| • | conduct transactions in foreign currency; |
| • | act as fiduciary; and |
| • | issue credit cards. |
According to the Financial Institutions Law, banks in Argentina are prohibited from investing in commercial, industrial or agricultural entities, or other entities without the express authorization of the Central Bank. The Central Bank may then impose conditions and limits to guarantee the safety and soundness of the financial institutions.
These limitations include:
| • | the prohibition of a bank from pledging its shares; |
| • | restriction on incurring any liens upon its properties without prior approval from the Central Bank; and |
| • | limitations on transactions with directors or officers, including any company or person related to such directors or officers, on terms more favorable than those normally provided to clients. See “—Lending and Investment Limits—Related Persons” below in this section. |
Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank and in public service companies if necessary to obtain public services.
Capital Adequacy Requirements
Basel Accord
In July 1988, the Basel Committee on Banking Regulations and Supervisory Practices (the “Basel Committee” or “BCBS”), which includes the supervisory authorities of twelve major industrial countries, adopted an international framework (the “Basel Accord”) for capital measurement and capital standards of banking institutions (known as Basel I).
In 2007 the Central Bank published its road map for the implementation of the capital adequacy requirements contained in the document “International Convergence of Capital Measurement and Capital Standards”, issued by the Basel Committee and known as Basel II. The first stages were implemented according to schedule and consisted of the publication of best practices for risk management, seminars, review of supervision processes on the basis of the best practices being encouraged by the BCBS, analysis of the areas subject to “national discretion” in the calculation of regulatory capital, and publication of the text “Guidelines for Operational Risk Management in Financial Institutions”.
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Following the sub-prime lending crisis that spread in 2008 and 2009, the BCBS published in December 2010 a set of measures known as Basel III, designed to increase the capacity of the system to absorb shocks from stress situations and improve risk management and the transparency of bank disclosures.
Basel III incorporated the terms of Basel II, contained in three “pillars”:
| • | Pillar 1 provides supervisors with a number of options to quantify capital requirements for credit, operational and market risk, and defines which components of an institution’s net worth are eligible to satisfy those requirements. |
| • | Pillar 2 describes the process to be followed by institutions to evaluate the sufficiency of their capital in relation to their risk profile. |
| • | Pillar 3 establishes minimum information requirements that financial institutions must provide on the adequacy of their capital. |
| • | Minimum Capital |
Since the introduction of Basel I, financial institutions must keep an amount of total capital not less than 8% of their risk weighted assets. Items going towards compliance with this capital requirement are classified in two groups:
| • | Core capital (Tier 1), and |
| • | Supplementary capital (Tier 2). |
According to Basel II, at least half of the capital requirement should be composed of core capital, preferably common equity, a category that includes both common shares and retained earnings.
Basel III established more demanding requirements, as banks must comply with three minimum ratios in relation to their risk-weighted assets:
| • | 4.5% for common equity (for which the qualifying criteria are more restrictive than for Basel II), |
| • | 6% for Tier 1 capital, and |
| • | 8% for total capital. |
These new capital composition requirements help ensure that banks have increased capacity to absorb losses under stress scenarios
| • | Capital Conservation Buffer |
The so-called capital conservation buffer imposed an additional capital requirement equivalent to 2.5% of risk-weighted assets and it must be satisfied by common equity. Its purpose is to be able to count on sufficient reserves to absorb additional losses generated at times of economic and financial stress. In fiscal years where common equity is less than 7% of risk-weighted assets (the 4.5% base requirement from Basel III plus the conservation buffer), constraints are established for financial institutions, restricting their ability to pay dividends, award discretionary bonuses or perform share buybacks.
| • | Countercyclical Capital Buffer |
The goal of the countercyclical capital buffer is to offset the pro-cyclical nature of the financial sector. In times of exceptional credit growth at the aggregate level, financial institutions will be required to increase their common equity until 2.5% of their risk-weighted assets.
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| • | Leverage Ratio |
Basel III complemented risk weighted asset capital requirements with a limit on total leverage. This limit, known as the leverage ratio, is the ratio between core capital (Tier 1) and total assets without risk weighting, both on and off balance sheet, plus derivatives. At the international level, this ratio was initially set at 3%. Although Basel II had previously established a capital requirement for the market risk generated by foreign currency positions, Basel III did not impose any limitation on foreign currency positions. Basel III introduced a limitation through the leverage ratio, set forth in relation to total exposure regardless of the currency in which the underlying assets are recorded. Argentine regulations limited direct exposure to currency risk. Furthermore, with the aim of preventing the indirect exposure generated by the granting of loans denominated in foreign currency to agents whose income is in pesos, regulations in Argentina only allowed funds obtained from deposits in foreign currency to be lent to customers who generate income in the same currency.
| • | Liquidity Coverage Ratio |
The Liquidity Coverage Ratio (“LCR”) is based on the methodologies used by international banks. It is calculated so that financial institutions can tolerate stress scenarios over a thirty-day period. Liquidity requirements in Argentina are stricter than those established by the international standards. See “—Liquidity Coverage Ratio” below.
| • | Net Stable Funding Ratio |
The Net Stable Funding Ratio (“NSFR”) is calculated on the basis of long-term liquidity and structural mismatching in the composition of sources of funding. The design of the NSFR is based on net liquid assets and liquid capital methodologies used by internationally active banks. Banks should hold sufficient stable sources of funding (net worth and long-term liabilities) to fund the proportion of their assets that they cannot monetize within a term of one year.
| • | Intensive Supervision of Systemically Important Institutions |
The Financial Stability Board and the BCBS are working on the design of an appropriate regulatory framework for global systemically important financial institutions (“G-SIFIs”). It is being discussed whether G-SIFIs should be subject to more demanding capital requirements than those foreseen by Basel III. To that effect, a methodology to identify G-SIFIS and the additional capital requirements to ensure a greater loss-absorbing capacity would have to be agreed.
Central Bank Rules
Under the Financial Institutions Law, Argentine financial institutions must comply at all times with the minimum capital requirements described by the Central Bank.
Since February 1, 2013, by Communication “A” 5369 of the BCRA, minimum capital is equal to total capital, RPC as per the Central Bank’s denomination.
Basic net equity includes:
| • | Ordinary capital level 1: |
| a) | Corporate capital (excepting preferred shares); |
| b) | Non-capitalized contributions (excepting share premiums); |
| c) | Equity adjustments; |
| d) | Reserve (excepting the special reserve for debt instruments); |
| e) | Retained earnings; |
| f) | Other results (either positive or negative); |
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| g) | Other comprehensive income (“OCI”), including 100% of the results recorded in revaluation of property, plant and equipment and intangibles, and gains or losses by financial instruments at reasonable value with changes in OCI; and 100% of the outstanding balance of each of the items recorded in OCI not previously mentioned. |
| h) | Share premiums for instruments included in ordinary capital level 1; and |
| i) | Third-party participations for those companies subject to consolidated supervision systems. |
For the purposes of determining the RPC, the financial entities of Group “A” (such as BBVA Argentina) may compute as ordinary capital level 1 the positive difference between the accounting forecast computed according to point 5.5 of IFRS 9 and the regulatory provision calculated in accordance with the standards on “Minimum provisions for bad debt risk” or the accounting corresponding to the balance sheet of November 30, 2019, whichever is higher.
| • | Additional Capital Level 1: |
| a) | Instruments issued by the financial institution and not included in ordinary capital level 1; |
| b) | Share premiums for instruments included in additional capital level 1; |
| c) | Instruments issued by subsidiaries in the hands of third parties not included in ordinary capital level 1 for those companies subject to consolidated supervision systems. |
Less: certain deductible items
Complementary net equity includes:
| a) | Instruments issued by the financial institution and not included in the basic net equity; |
| b) | Share premiums for instruments included in the complementary net equity; |
| c) | Allowances for loan losses from the portfolio of debtors classified as in “normal” situation which do not exceed 1.25% of the credit-risk-weighted assets; and |
| d) | Instruments issued by subsidiaries in the hands of third parties not included in the basic net equity for those companies subject to consolidated supervision systems. |
Less: certain deductible items
Minimum limits were also established to be observed by the ordinary capital level 1, the basic net equity and the minimum capital (4.5%, 6% and 8% of the risk-weighted assets, respectively). Noncompliance with these minimum levels is considered as noncompliance with the minimum capital payment.
Minimum capital must be, at least, the greater of:
| • | Minimum basic capital; and |
| • | The sum of minimum capital required for credit risk, market risk and operational risk. |
Minimum capital requirement for credit risk: it is determined as the sum of:
| (a) | 8% of the sum of credit-risk-weighted asset transactions without delivery against payment; |
The risk-weighters table is reformulated with new items and weighters and with a new scheme. Some of the new items and weighters are, among others:
| • | Within the “Cash and cash equivalents” item, the cash on hand, in transit (if the financial institution assumes the transportation risk and liability) and in automated teller machines (weighted at 0%); and the cash items in the process of being received (collectible checks and drafts), cash in treasury transporting companies and cash in custody of financial institutions (weighted at 20%). Also included are the demand deposits and special demand deposits at the BCRA and payment orders charged by the BCRA (weighted at 0%). |
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| • | Exposure to governments and central banks (weighted from 0% to 100%) |
| a) | To the BCRA denominated and funded in pesos; the national, provincial, municipal government denominated and funded in pesos; to the public non-financial sector arising from financing granted to social security beneficiaries or public employees (with discount code) and the shares of all financing entity that has a periodic amortization system that does not exceed, at the time of the agreements, 30% of the debtor’s income and/or, if applicable, the codebtor’s income) (weighted at 0%). |
| b) | To governmental sector and Central Bank (weighted at 100%): |
| Qualification |
AAA until AA- |
A+ until A- |
BBB+ until BBB- |
BB+ until B- |
Less than B- | Not rated | ||||||||||||||||||
| Risk weighting |
0 | % | 20 | % | 50 | % | 100 | % | 150 | % | 100 | % | ||||||||||||
| c) | To other sovereign states (or their central banks): |
| Qualification |
AAA until AA- |
A+ until A- |
BBB+ until BBB- |
BB+ until B- |
Less than B- | Not rated | ||||||||||||||||||
| Risk weighting |
0 | % | 20 | % | 50 | % | 100 | % | 150 | % | 100 | % | ||||||||||||
| d) | Entities from the governmental sector of other sovereign states according to the credit rating assigned to the corresponding sovereign: |
| Qualification |
AAA until AA- |
A+ until A- |
BBB+ until BBB- |
BB+ until B- |
Less than B- | Not rated | ||||||||||||||||||
| Risk weighting |
20 | % | 50 | % | 100 | % | 100 | % | 150 | % | 100 | % | ||||||||||||
| e) | The public sector due to the purchase of public bonds issued in pesos by the central administration, when in the amount and with some of the guarantees established in item 4.1.1. of the rules on “Financing the public sector in the financial sector”, according to the credit rating assigned to the corresponding jurisdiction: |
| Qualification |
AAA until AA- |
A+ until A- |
BBB+ until BBB- |
BB+ until B- |
Less than B- | Not rated | ||||||||||||||||||
| Risk weighting |
20 | % | 50 | % | 100 | % | 100 | % | 200 | % | 200 | % | ||||||||||||
| • | Exposure to Multilateral Development Banks (weighted from 0% to 100%) |
| • | Exposure to financial institutions in the Republic (weighted from 20% to 100%). For those entities with 100% risk score, a risk weight corresponding to a less favorable category than those assigned to exposures with the National Government is applied in foreign currency with a 100% cap amount, provided that the risk assessment is B-, in which case the risk score will be 150%. |
| • | Exposure to financial institutions from abroad (100%). |
| Qualification |
AAA until AA- |
A+ until A- |
BBB+ until BBB- |
BB+ until B- |
Less than B- | Not rated | ||||||||||||||||||
| Risk weighting |
20 | % | 50 | % | 100 | % | 100 | % | 150 | % | 100 | % | ||||||||||||
| • | Exposure to companies and other legal persons in the Republic and abroad –including foreign-exchange dealers, insurance companies, stock exchanges and local companies treated as part of the non-financial private sector (100%) |
| • | Exposures included in the retail portfolio (with weighters from 75% to 100%) |
| • | Mortgage-guaranteed financing, which, subject to certain conditions, has weighters between 35% and 100% |
| • | Loans more than 90 days in arrears (with weighters from 50% to 150%) |
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| • | Exposures to individuals and legal persons originated by purchases in installments made through credit cards of tickets abroad and other tourist services abroad (such as accommodation, car rental, etc.), either made directly with the provider of the service or through travel and / or tourism agencies or web platforms (1.250%). As provided for in Communication “A” 7407, effective since November 26, 2021, financial and non-financial credit card issuers will not be allowed to finance credit card purchases in installments made by their customers (individuals or legal entities) of air tickets and other travelling services abroad (accommodation, car rental, etc.), whether directly from the service provider, or indirectly through a travel and/or tourism agency, web platform or other intermediaries. |
For the purposes of determining the minimum capital requirement for credit risk of all financing that is granted from May 18, 2020 to clients with agricultural activity, who are not MiPyME and who maintain a stock of their production for a value greater than 5% its annual harvesting capacity, the amount resulting from applying the provisions of Section 2 of the rules on minimum capital must be multiplied by a factor equal to 4.
| (b) | failed delivery-against-payment transactions; and |
| (c) | requirement for counterpart credit risk in transactions with over-the-counter derivatives. |
The sum of (a), (b) and (c) is multiplied by a coefficient which varies from 1 to 1.19 based on the rating the entity is granted by the Superintendence.
Minimum Capital Requirement for Market Risk: the Central Bank imposes additional minimum capital requirements in relation to market risk associated with positions held by financial institutions in securities imputed to the trading book. Likewise, foreign currency positions in the trading and investment portfolio (COAP) are also subject to the market risk calculation.
The market risk is the sum of interest rate risk, exchange risk, options risk, basic products risk and stocks risk. BBVA Argentina is only exposed to interest rate risk and exchange risk.
The risk rate is calculated as the addition of the specific risk and the general risk. The capital requirement for specific risk is intended to protect the entity against adverse movements in the price of a bond caused by factors related to its issuer. General risk is derived from the sensitivity to changes in interest rates.
Exchange risk is calculated by weighting the net position by 8%.
Minimum Capital Requirement for Interest Rate Risk: Interest rate risk extends to all assets and liabilities for financial intermediation not included in the computation of market risk. It tries to capture the risk arising when sensitivity of the asset to changes in the interest rate does not match with that related with the liabilities.
The BCRA abrogated effective since January 1, 2013 the regulations on minimum capital for interest rate risk. Even so, the financial institutions must continue to manage such risk, and will be subject to revision by the Superintendence, which may determine the need to pay a higher amount of capital.
Minimum Capital Requirement for Operational Risk: Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The definition includes legal risk but excludes strategic and reputational risk. Financial institutions must establish a system for the management of operational risk that includes policies, processes, procedures and the structure for their adequate management.
Seven operational risks event types are defined, according to internationally accepted criteria:
| • | internal fraud; |
| • | external fraud; |
| • | employment practices and workplace safety; |
| • | clients, products and business practices; |
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| • | damage to physical assets, resulting from acts of terrorism and vandalism, earthquakes, fire or flood; |
| • | business disruption and system failures; and |
| • | execution, delivery and process management. |
The operational risk management process comprises the following stages:
| 1. | Identification and assessment: the identification process should consider both internal and external factors that could adversely affect the development of the processes and projections done according to the business strategies defined by the bank. |
| 2. | Monitoring: an effective monitoring process is required, to quickly detect and correct deficiencies in the policies, processes and procedures for managing operational risk. In addition, the development of indicators should be analyzed to detect deficiencies and undertake corrective actions. |
| 3. | Control and mitigation: financial institutions must have an appropriate control system to ensure compliance with internal policies, and they should re-examine control and operational risk reduction strategies with at least an annual frequency in order to make the necessary adjustments. |
Financial institutions must have contingency plans and business continuity programs that are in accordance with the size and complexity of their operations, to ensure the continuity of their operating capacity and loss reduction in the event of a business interruption.
The BCRA by Communication “A” 5282 established that the additional capital requirement for operational risk (which is added to the credit risk and market risk requirements) is equivalent to 15% of the average of positive gross income for the last three years. This calculation will be made on a monthly basis by taking three periods of 12 consecutive months in which gross income was positive, considering the last 36 months preceding the month in which the calculation is made.
Gross income is defined as the sum of:
| (i) | financial and service income less financial and service charges; and |
| (ii) | other profits less other losses. |
The following items, however, must be excluded, as applicable, from the accounting entries mentioned in (i) and (ii) above:
| • | charges originated in the constitution of allowances, the cancellation of allowances from previous financial years and credits recovered in the financial year which were settled in previous years; |
| • | the result from participations in financial institutions and in companies, to the extent that these may be items deductible from the computable equity liability; |
| • | extraordinary or irregular items –namely those originated in atypical and exceptional results occurred during the period, of infrequent occurrence in the past and not expected for the future–, including income from the collection or insurance (loss recoveries); and |
| • | results from the sale of securities classified and measured at amortized cost or fair value with change in other comprehensive income. |
According to the Central Bank regulations on minimum capital requirements, the financial institutions must comply with such regulations on an individual and consolidated basis.
Any defects of application derived from the requirement of additional capital will not make the financial institution fall into noncompliance with the Minimum Capital Regulations, even if they will not be allowed to distribute cash dividends and pay fees, ownership interest or bonuses originated in the bank’s distribution of results.
By Communication “A” 5827, the BCRA established that financial institutions must maintain the following as of that date:
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| • | Capital conservation margin |
The capital conservation margin is equivalent to 2.5% of the amount of risk-weighted assets (“APR”). This is in addition to the minimum capital requirement. Furthermore, financial institutions that the BCRA classifies as Domestic Systemically Important Banks (“D-SIBs”) or Global Systemically Important Financial Institutions (“G-SIFIs”) must increase their capital conservation margin by 1% of the APR, resulting in a capital conservation margin requirement of 3.5%. The capital conservation margin must be composed exclusively of regular level 1 capital (COn1), net of any deductible items (CDCOn1).
| • | Counter cyclical margin |
Whenever credit growth is excessive in the Central Bank’s opinion which is causing an increase in systemic risk, the Central Bank may impose the obligation on financial institutions to establish a counter cyclical margin between 0% and 2.5% of their APR, subject to a 12-month prior notice. The Central Bank may also eliminate or reduce this obligation whenever, in its opinion, such systemic risk has disappeared or decreased. Banks must comply on an individual and consolidated basis with the ratios for minimum capital. If a financial institution does not comply with all these minimum capital requirements, it must submit a regulatory and restructuring plan to the Central Bank, which may impose various penalties, including:
| • | temporary limitation on the amount of deposits a bank may accept; |
| • | institutional restrictions as per expansion capacity and dividends distribution in cash; |
| • | revocation of the license of a bank to conduct foreign exchange transactions; and, in some extreme cases, and |
| • | revocation of the license of a bank to operate. |
The following table presents, at December 31, 2022, both the calculation of our ratio of capital to risk-weighted assets computed under the Basel Accord and our capital under the minimum capital rules of the Central Bank.
| December 31, 2022 | ||||
| (in millions of pesos, except percentages) |
||||
| Basel Accord |
||||
| Total capital |
350,805.1 | |||
| Risk-weighted assets |
1,495,673.3 | |||
| Ratio of total capital to risk-weighted assets (1) |
23,5% | |||
| Required capital |
119,653.9 | |||
| Excess capital |
231,151.2 | |||
| Central Bank’s Rules (2) |
||||
| Total capital |
307,905.3 | |||
| Risk-weighted assets |
1,226,351.2 | |||
| Ratio of total capital to risk-weighted assets (3) |
25,1% | |||
| Required capital (4) |
100,157.9 | |||
| Excess capital |
207,747.4 | |||
| (1) | Under the risk-based capital requirements of the Basel Accord, the Bank would be required to maintain a minimum ratio of total capital to risk-weighted assets of 8%. |
| (2) | Calculated on a consolidated basis in accordance with Central Bank requirements. |
| (3) | Under the risk-based capital requirements of the Central Bank, we are required to maintain a minimum ratio of total capital to risk and fixed weighted assets of 10% and 8%, respectively, depending upon the nature of the asset by application of an alpha correction factor equal to 0.15 over financing to the national public sector granted up to May 31, 2003. |
| (4) | The Bank must maintain a surplus of minimum paid-in capital amounting to at least Ps 93 million, equivalent to 0.25% of the amount of values under custody for securities representing investments from pension funds, as well as in connection with its function as registrar of mortgage-backed bonds, invested in national public securities and other destinations authorized by the BCRA and guaranteed in favor of such entity. |
Liquidity Coverage Ratio (LCR)
By Communication “A” 5693, the BCRA ordered the application of the Liquidity Coverage Ratio, or “LCR”, which took effect as of January 30, 2015.
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This Communication sets forth that financial institutions must have an adequate stock of high-quality liquid assets (HQLA) free of any restrictions which can be immediately converted into cash in order to cover their liquidity needs during a period of 30 days in case of a stress scenario. Also, financial institutions must carry out their own stress tests to determine the liquidity level that they should maintain in other scenarios, considering a period greater than 30 calendar days. The LCR must be equal to or greater than 1.00 (the stock of high-quality liquid assets must not be lower than the total net cash outlays) in the absence of a financial stress scenario. The LCR may fall below 1 in other scenarios.
The BCRA describes how to categorize a stress scenario, taking into account the following: the partial loss of retail deposits; the partial loss of wholesale non-guaranteed funding capacity; the partial loss of guaranteed funding; additional fund outlays due to situations contractually provided for as a consequence of a significant decline in the financial institution’s credit quality; market volatility increases that have an effect on the quality of guarantees or on the potential future exposure of positions in derivatives; the unforeseen use of credit and liquidity facilities compromised and available but not used that the financial institution may have granted to its clients; and/or the need that the financial institution may experience to repurchase debt or to comply with non-contractual obligations so as to mitigate its reputational risk.
The LCR calculation must be made on a permanent and monthly basis.
In order to calculate the LCR, the related assets include, among others, cash in hand, cash in transit, in armored transportation companies and ATMs; deposits with the BCRA, certain national public bonds in pesos or in foreign currency, securities issued or guaranteed by the Banco de Pagos Internacionales, the IMF, the European Central Bank, the European Union or Multilateral Development Banks that comply with certain conditions and debt securities issued by other sovereign entities (or their central banks).
BBVA Argentina’s LCR was 348% as of December 31, 2022, 320% as of December 31, 2021, and 321% as of December 31, 2020.
CAMEL Quality Rating System
Under Law No. 24,144, the Central Bank established the “CAMEL” quality rating system which is based on weighting consistent and comparable criteria, creditworthiness, compliance with the Financial Institutions Law, its administrative order and the general operating solvency of the entity. Each letter of the CAMEL system corresponds to the following areas of the operations of each bank that is being rated: “C” represents capital, “A” represents assets, “M” represents management, “E” represents earnings and “L” represents liquidity. Each factor is evaluated and rated on a scale from 1 to 5, 1 being the highest rating an institution can receive. By combining the individual factors that are under evaluation, a combined index can be obtained which represents the final rating for the entity. The rating a bank receives from the CAMEL system is used by the Central Bank in making decisions such as determining the levels of minimum capital or the amount of contributions a bank is required to contribute to the insurance guarantee system.
Foreign Currency Position
General Exchange Position
The Central Bank defines the general foreign-exchange position as the sum of the following items:
| • | gold and foreign currency resources available in the Republic; |
| • | gold and foreign currency resources available abroad; |
| • | foreign public and corporate securities; |
| • | cash or future foreign-exchange purchases pending settlement; |
| • | cash or future public and private security purchases pending settlement; |
| • | cash or future foreign-exchange sales pending settlement; |
| • | cash or future public and private security sales pending settlement; and |
| • | foreign-exchange holdings in the form of deposits and investments at any term in banks from abroad and all kinds of liquid investments abroad. |
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The general foreign exchange position does not include foreign assets of third parties under custody, purchases and sales of foreign currencies or securities at a term and direct investments abroad.
In addition to the limit described above, all funds from foreign currency deposits and received financial loans granted with funds from foreign currency deposits must be applied mainly to the financing of foreign trade transactions, any deficiencies in the application of foreign currency lending capacity, net of a portion of: (i) cash balances, (ii) cash under custody in other financial institutions, (iii) cash in transit and (iv) cash with armored car transport companies, requires an equivalent increase in the minimum cash requirement. See “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework—Lending Capacity Provided by Deposits in Foreign Currency” above.
Through Communication “A” 6244 dated May 19, 2017, the Central Bank provided that financial entities may freely determine the level and use of their general foreign exchange position. Thus, financial entities are enabled to manage their foreign currency positions, both in terms of the composition of their assets, and the possibility of entering and withdrawing their holdings of the Republic, with its consequent impact on reserves.
Global Net Position
The global net position of a financial institution may not exceed the following limits:
| • | Monthly average negative global net position of foreign currency (liabilities exceeding assets), may not exceed 30% of the RPC of the last immediately preceding month. |
| • | Daily positive global net position of foreign currency (assets exceeding liabilities), may not exceed 5% of the RPC of the last immediately preceding month. |
| • | An additional daily limit to the positive global net position for cash, which may not exceed 4% of the RPC of the last immediately preceding month. By means of Communication “A” 7405 dated November 25, 2021, the Central Bank established that, this limit may not exceed 0% of the RPC, effective since December 1, 2021. |
The global net position in foreign currency will include all assets and liabilities from financial intermediation in foreign currency and securities in foreign currency (deriving from cash and term transactions) including those contracts for derivatives linked to these concepts, those items which must be included in the general foreign exchange position, all deposits in such currency in accounts opened with the Central Bank, as well as the gold position, any Central Bank bills in U.S. dollars as well as foreign currency subordinated debt and foreign currency debt securities. Term transactions made within a framework agreement in the area of self-regulatory markets of the Republic based on liquidation by difference will be also computed, without delivery of the negotiated underlying asset. Furthermore, the pass-through certificates or debt securities issued by financial trusts as well as the credit rights regarding ordinary trusts, in the pertinent proportion, when their underlying asset is constituted by assets in foreign currency, will also be considered.
Any excess above the limits will be subject to a charge equivalent to 1.5 times the nominal annual overdue interest rate arising from tenders for BCRA bills (LELIQ) denominated in pesos.
In addition to the above-mentioned charge, sanctions set forth in Section 41 of the Financial Institutions Law shall apply (including: caution; warning; fine; temporary or permanent disqualification to dispose of a banking current account; temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of surveillance committees, comptrollers, liquidators, managers, auditors, partner or shareholders; and license revocation).
Fixed Assets and Other Items
The Central Bank requires that the fixed assets and other items maintained by financial institutions must not exceed 100% of the entity’s RPC. The BCRA has resolved to increase by 50 percentage points the specified limit to the extent that the immobilization of the assets is originated in the holding of national public securities and/or monetary regulation instruments of the BCRA appropriated as guaranteed by financial institutions in favor of such entity according to the regulations in force for transactions implemented by the ALADI (Asociación Latinoamericana de Integración) reciprocal payments and credits agreement.
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Such fixed assets and other items include the following:
| • | shares of local companies; |
| • | various credits (including the net balance favorable to the given entity corresponding to the tax on minimum presumed income or “TOMPI”); |
| • | property for own use; |
| • | various other property items; |
| • | debt securities or financial trust participation certificates whose underlying assets are the above-mentioned loans, computed in their respective proportion; and |
| • | financing transactions for related clients. |
Excluded from the above items are those assets deductible for calculating the entity’s RPC and assets used as a guarantee for certain transactions mainly related to derivatives, as well as the financing transactions with certain related companies, provided the participation in the company exceeds 50% of the corporate capital and 50% of the votes.
The calculation of such assets must be done according to the balances at the close of each month, net of depreciations, accumulated amortizations and bad debt risk allowances (except the allowance on the portfolio in a normal situation and grants covered by preferred guarantees “A”, which have been computed to determine the complementary net equity of the rules on minimum capital). It is also possible to deduct certain liabilities related to the assets being calculated. In the case of financing transactions with related clients, the calculation is based on the balance at the close of each month or the largest assistance provided to each client during the period in question.
Any excess in this relationship generates an equivalent increase of the minimum capital requirements. Furthermore, any entity incurring noncompliance violations in three consecutive or four non-consecutive months within a period of twelve consecutive months must submit a regularization program.
Lending and Investment Limits
Private sector
Central Bank rules limit the amount of credit, including guarantees, that a financial institution may extend to, and the amount of equity that it may invest in, any entity at any time. These limits are based on the Bank’s allowable capital base, or “ACB” (basic net equity) on the last day of the immediately preceding month.
According to Central Bank rules, a financial institution may not extend credit to a single non-related client and its affiliates, or invest in that client’s equity, in an amount in excess of 15% of the bank’s ACB. However, it may extend additional credit to that client up to 25% of the bank’s ACB if that additional credit is secured with certain senior preferred liquid assets, including public or private debt securities. Total loans or other extensions of credit that a financial institution may grant to any particular borrower and its affiliates are also limited based on the borrower’s net worth. Total loans or other extensions of credit to any particular borrower and its affiliates may not exceed, in general, 100% of such borrower’s net worth, but such limit may be increased to 200% of the borrower’s net worth if such amount does not exceed 2.5% of the bank’s RPC or 300% in the case of reciprocal guarantee companies and public guarantee funds registered (in both cases) with the pertinent registry authorized at the Central Bank, and provided it does not exceed 10% of relevant entity’s RPC.
The Central Bank requires that extensions of credit in any form in excess of 2.5% of a bank’s ACB must be approved by the relevant branch manager, regional manager, relevant first line administrative officer of the credit area, general manager and credit committee, if any, of the bank, as well as by its board of directors, administration council or similar corporate body.
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In addition, an equity investment of a financial institution in another company that does not provide services that are complementary to the services provided by a financial institution may not exceed 12.5% of the shareholders’ equity of such company.
Related Persons
The Central Bank limits the amount a bank can lend to, and the amount of equity it may invest in, a “Related Person”. A Related Person is defined to include:
| • | any individual or entity controlling a bank, controlled by a bank or affiliated with a bank, as defined by the Central Bank; |
| • | any entity that both controls the bank and has common directors to the extent such directors, voting together, will constitute a simple majority of the boards of directors of the bank and such entity; or |
| • | in certain exceptional cases, any individual or entity that the Central Bank has determined to be in a position to adversely affect the financial condition of the bank. |
| • | “Control” is defined as: |
| • | holding or controlling, directly or indirectly, 25% of the voting stock of the controlled entity; |
| • | having held 50% or more of the voting stock of the controlled entity at the time of the last election of such entity’s board of directors; |
| • | any type of equity holding that creates the ability to vote or direct the vote so as to prevail on any issue considered at the controlled entity’s general shareholders’ meeting or meeting of the board of directors; or |
| • | when a person is determined by the board of directors of the Central Bank to be exercising any influence, directly or indirectly, on the management or policies of the bank. |
The Central Bank requires that the total amount of financing that a financial institution may provide to a related company or person may not exceed the following percentages of the bank’s ACB as of the last day of the immediately prior month:
| (i) | Local financial sector |
| a. | By a controlling relationship |
| Lender entity |
Borrowing entity |
General | Additional | |||||||
| Tranche I |
Tranche II |
Tranche III | ||||||||
| CAMEL 1 to 3 |
CAMEL 1 (*) | 100% | 25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 25% in the event of financing transactions with guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | — | |||||
| CAMEL 2 (*) | 20% | 25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 25% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | 55% for financing transactions for an agreed initial term of up to 180 days. | ||||||
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| Lender entity |
Borrowing entity |
General | Additional | |||||||
| Tranche I |
Tranche II |
Tranche III | ||||||||
| CAMEL 3 (*) | 10% | 20% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 20% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | — | ||||||
| Not meet any of the above conditions | 10% | — | — | — | ||||||
| (*) | Subject to consolidation with the lender. |
| b. | By a relationship that is not controlling |
| Lender entity |
Borrowing entity |
Maximum limits | ||||
| CAMEL 1 to 3 |
CAMEL 1 to 3 provided that it belongs to the same consolidation group of the lender. | 25 | % | |||
| Not meet any of the above conditions | 10 | % | ||||
| CAMEL 4 or 5 |
0 | % | ||||
| (ii) | Foreign financial sector |
| Lender entity |
Borrowing entity |
Maximum limits | ||||
| CAMEL 1 to 3 |
To each foreign related bank: |
|||||
| • With “Investment Grade” classification |
10 | % | ||||
| • Without “Investment Grade” classification: |
||||||
| Financing without computable warranty |
5 | % | ||||
| Financing with/without computable warranty |
10 | % | ||||
| CAMEL 4 or 5 |
To each foreign related bank subject to consolidation and parent company: | |||||
| • With “Investment Grade” classification |
10 | % | ||||
| • Without “Investment Grade” classification: |
||||||
| Financing without computable warranty |
5 | % | ||||
| Financing with/without computable warranty |
10 | % | ||||
| To each foreign related bank not subject to consolidation: | ||||||
| • With “Investment Grade” classification |
10 | % | ||||
| • Without “Investment Grade” classification |
5 | % | ||||
| To each foreign related bank that does not meet any of the above conditions | 0 | % | ||||
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| (iii) | Local complementary services companies |
| Lender entity |
Borrowing entity |
General | Additional | |||||||||
| Tranche I |
Tranche II |
Tranche III | ||||||||||
| CAMEL 1 |
Stock exchange agent or other broker, leasing, factoring or temporary acquisition of participation in companies to sell the holdings afterwards (**) | 100 | % | — | — | — | ||||||
| Debit/credit card issuers (**) | 100 | % | 25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 25% in the event of financing transactions with guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | — | |||||||
| Not meet any of the above conditions | 10 | % | — | — | — | |||||||
| CAMEL 2 |
Stock exchange agent or other broker, leasing, factoring or temporary acquisition of participation in companies to sell the holdings afterwards (**) | 10 | % | — | — | 90% | ||||||
| Debit/credit card issuers (**) | 20 | % | 25% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 25% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | 55% for financing transactions for an agreed initial term of up to 180 days. | |||||||
| Not meet any of the above conditions | 10 | % | — | — | — | |||||||
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| Lender entity |
Borrowing entity |
General | Additional | |||||||||
| Tranche I |
Tranche II |
Tranche III | ||||||||||
| CAMEL 3 |
Debit/credit card issuers (**) | 10 | % | 20% earmarked by the financial institution acquiring assistance to finance transactions that comply with certain conditions. | 20% if the financing transactions involve guarantee or assignment of credit portfolio where assignor is responsible provided the requirements of Tranche I are met. | — | ||||||
| Not meet any of the above conditions | 10 | % | — | — | — | |||||||
| CAMEL 4 or 5 |
Complementary services companies (**) | 10 | % | — | — | — | ||||||
| Not meet any of the above conditions | 0 | % | — | — | — | |||||||
| (**) | Subject to consolidation with the lender. |
| 3. | Foreign complementary services companies |
| Lender entity |
Borrowing entity |
Maximum limits | ||||
| CAMEL 1 to 3 |
To each complementary services related companies: | |||||
| • Financing without computable warranty |
5 | % | ||||
| • Financing with/without computable warranty |
10 | % | ||||
| CAMEL 4 or 5 |
To each complementary services companies subject to consolidation with the lender: | |||||
| • Financing without computable warranty |
5 | % | ||||
| • Financing with/without computable warranty |
10 | % | ||||
| To each complementary services related companies that do not meet any of the above conditions | 0 | % | ||||
| 4. | Other clients related by controlling relationship |
| Lender entity |
Borrowing entity |
Maximum limits | ||||
| CAMEL 1 to 3 |
To each related borrower: |
|||||
| • Financing without computable warranty |
5 | % | ||||
| • Financing with/without computable warranty |
10 | % | ||||
| CAMEL 4 or 5 |
• To each related company (only equity investment) (***) |
5 | % | |||
| • To each related borrower that does not meet any of the above conditions |
0 | % | ||||
| (***) | Admitted activity under Section 3 of the rules on “Complementary services of the financial activity and permitted activities”. |
| 5. | By personal relationship |
| Lender entity |
Borrowing entity |
Maximum limits | ||
| CAMEL 1 a 3 |
To each related borrower |
5% | ||
| CAMEL 4 or 5 |
• To each related person to use exclusively for personal or family purposes |
30 times the minimum vital and mobile salary (****) | ||
| • To each related borrower that does not meet any of the above conditions |
0% | |||
| (****) | Established by the National Employment, Productivity and Minimum, Vital and Mobile Salary Council for monthly workers who complete the full legal working day, in effect at the time of granting the loan in question. |
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The total financing granted to all related clients (subject to maximum individual limits exceeding 10%) may not exceed 20% of the ACB of the entity.
Failure to properly observe these requirements can result in an increase of the minimum capital requirements for credit risk in an amount equal to 100% of the daily excess amounts over the requirements beginning on the month when the excess amounts are not corrected and continuing while the excess amounts remain. In the case of information registered out of term, this increase will be applied beginning on the month when the information is registered and for as long as the default exists. Moreover, once the default has been corrected, the increase will be applied for a number of months equal to the period during which the Central Bank was not informed. For repeated defaults the increase can reach up to 130% of the excess amount.
At December 31, 2022, the aggregate of computable loans, other extensions of credit and equity investments by BBVA Argentina on a consolidated basis to related persons totaled Ps. 9,426 million, or 3.25% of BBVA Argentina’s RPC.
Non-financial Public Sector
The non-financial public sector includes, inter alia:
| • | the federal government; |
| • | provincial governments; |
| • | the city of Buenos Aires; |
| • | municipal governments; |
| • | central administration, ministries, departments and their decentralized and autonomous entities and other official bodies; and |
| • | trusts and trust funds whose final beneficiary or trustee, as determined by the respective contracts or applicable regulations, belongs to the non-financial public sector, including other trusts or trust funds where such sector is the final destination of the financed works. |
In certain circumstances the Central Bank may apply to state-owned companies governed by Law No. 20,705 the provisions applicable to non-financial private sector corporations, provided such state-owned companies:
| • | do not require resources from the state budget whether national, municipal, provincial or belonging to the Autonomous City of Buenos Aires for such items as transfers, capital contributions (excepting those corresponding to their incorporation) or reimbursable financial assistance to be used for covering expenses and/or investments made in the course of their normal and customary businesses, except those which may have been contemplated in the 2001 and 2002 budgets; |
| • | maintain technical and professional independence of their management for implementing corporate policies; |
| • | trade their goods and/or services at market prices; |
| • | possess fixed assets; the use of which in the activity is not subject to any condition from their shareholders; and |
| • | do not distribute of dividends among their shareholders. |
Compliance with all the above conditions must have been verified continuously during at least the ten years immediately preceding the date of the granting of financial assistance.
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The Central Bank may also apply the provisions applicable to non-financial private sector corporations to state-owned companies that are not governed by Law No. 20,705, provided that such state-owned companies not governed by Law No. 20,705 comply with the following requirements:
| • | their creation must have been ordered by a national law or decree by the federal executive; |
| • | they must create a limited liability company according to the rules of Chapter II, Sections V and VI of the Argentine Companies Law No. 19,550; |
| • | the public state must hold a majority interest, direct or indirect; |
| • | they must be the purpose of developing of activities for oil reserves, its transportation, distribution, commercialization and industrialization or the generation and/or sale of electric energy; and |
| • | they must be subject to internal and external control by the national public sector in terms of the Financial Administration Law and the National Public Sector’s Control System Law No. 24,156. |
Consequently, those corporations receiving the treatment set forth in this resolution are exempted from the application of the provisions regarding financial assistance to the owners of entities in the non-financial public sector.
All financing granted to the above entities may not exceed the following limits with respect to the entity’s RPC as at the last day of the preceding month:
| • | for transactions in the national public sector: 50%, which includes loans granted to governments from other jurisdictions guaranteed by their participation in the federal tax collection system; |
| • | for all transactions granted to each provincial jurisdiction and the City of Buenos Aires (excluding those comprised in the previous paragraph which must be guaranteed by the collection of local taxes or by pledge or implemented under leasing agreements): 25%. This limit includes financing transactions granted to municipal governments in the respective jurisdiction and guaranteed by their participation in the collection of provincial taxes; |
| • | for all transactions with each municipal jurisdiction, which must be guaranteed by the collection of local taxes or by pledge, or implemented under leasing agreements: 3%; |
| • | the limits mentioned above may be increased by 15 percentage points, provided that the increases are applied to a specific purpose; |
| • | total financing granted through the acquisition of public securities issued in pesos by the central administration of the provincial non-financial public sector and / or the CABA, which do not have any of the guarantees provided: 5%; |
| • | for all transactions granted to provincial, CABA and municipal jurisdiction: 25% |
| • | for all transactions to municipal jurisdictions: 15%; and |
| • | for all transactions referred to in the first three points above: 75%. |
The limits mentioned in the two bullets immediately above may be increased by 50 percentage points, provided that the increases are applied to a specific purpose and the available unused quota of the limit mentioned in the last bullet above may be used for transactions in the national and / or provincial public sector – including CABA.
In addition, the monthly average of the daily balances of the set of transactions corresponding to holders of debt of the non-financial public sector (national, provincial, CABA and municipal), with the exception of those carried out with the BCRA, cannot exceed 35% of the total assets on the last day of the previous month.
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The following financial assistance will be excluded from compliance with the limits provided above:
| • | financing covered by cash guarantees, which constitute preferred “A” guarantees; |
| • | financing covered by bonds of fixed-term certificates of deposit issued by the financial institution itself, which constitute preferred “A” guarantees; |
| • | export financing when the transactions are automatically reimbursed by the BCRA, in accordance with regimes of bilateral or multilateral foreign trade agreements; |
| • | financing covered by guarantees of monetary regulation instruments of the Central Bank, which constitute preferred guarantees “A”; |
| • | credits for cash transactions to be liquidated, without prejudice to the calculation of the credits for the liquidation mismatches that occur; |
| • | loans corresponding to claims covered by the National State (Law 20,299) in export financing; |
| • | premiums for purchase and sale options taken; |
| • | financing and guarantees, bonds and other responsibilities granted by local branches or subsidiaries of foreign financial entities, on behalf of and order of its parent company or its branches in other countries or of the controlling entity, under certain conditions; and |
| • | primary subscriptions of national government securities that shall be paid with funds produced from the collection of financial services of other national government securities, provided that the period between the subscription date and the collection date does not exceed three business days. |
Loan Loss Allowances
The loan loss allowances presented in our Consolidated Financial Statements included in this Form 20-F are prepared in accordance with IFRS-IASB (see Note 2.3.4.g) to the Consolidated Financial Statements), which differs from the statutory consolidated annual financial statements and the regulatory framework applicable to the Argentine banking system. The below describes the treatment of loan loss allowances pursuant to BCRA-GAAP as they are applicable to our regulatory framework of the Argentine banking system.
Classification System According to Central Bank Regulations
The Central Bank has established specific loan loss allowance requirements for loans to borrowers classified as “Substandard”, “Medium Risk”, “High Risk of Insolvency”, “High Risk”, “Irrecoverable” and “Irrecoverable for Technical Decision”. In addition, the Central Bank established a mandatory general allowance requirement for all performing loans.
| A. | Debtor classification |
The Central Bank establishes guidelines for classifying debtors depending on their credit quality and compliance with their commitments, according to the evaluation performed for that purpose by the financial institution.
| 1. | The guidelines vary depending on whether they relate to commercial loans or consumer or housing loans: |
| a) | Commercial loans: commercial financing of more than. Ps 227,200,000 and consumer loans of more than Ps.227,200,000 whose repayment is not linked to fixed or periodic income of the client, but to the evolution of its productive or commercial activity. |
| b) | Consumer or housing loans: Personal, family and professional loans for the acquisition of consumer goods, credit card financing, or the purchase, construction or rehabilitation of the creditor’s own home. Loans to microcredit institutions and micro entrepreneurs up to Ps.227,200,000. In addition, commercial loans up to Ps.227,200,000 whose repayment is linked to the relevant client’s fixed or periodic income but to the evolution of his productive or commercial activity. |
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| 2. | Debtors and all their loans are included in one of six categories or situations of decreasing credit quality: |
| Commercial Loans |
Consumer or Housing Loans |
Arrears | ||||||
| 1. |
Normal | 1. | Normal (1) | up to 31 days | ||||
| 2. |
Special Tracking (2) | 2. | Low risk (6) | up to 90 days | ||||
| 3. |
Substandard | 3. | Medium risk | up to 180 days | ||||
| 4. |
High Insolvency Risk (3) | 4. | High risk | up to 1 year | ||||
| 5. |
Irrecoverable (4) | 5. | Irrecoverable (4) | more than a year | ||||
| 6. |
Irrecoverable for Technical Decision (5) | 6. | Irrecoverable for Technical Decision (5) | |||||
| (1) | Current account overdrafts are considered to be performing until 61 days have elapsed from the date granted. |
| (2) | Commercial loans in category 2 are divided into loans: |
| • | under observation, which include debtors up to 90 days in arrears in situations that, if not controlled or corrected in a timely manner, could compromise their repayment capacity, and |
| • | under negotiation or with refinancing agreements, which include debtors that although unable to pay their obligations under the agreed conditions, have declared their intention of refinancing their debts no later than 60 days after becoming past due. The borrower must enter into an agreement with the lender within 90 days (if up to two lenders are involved) or 180 days (if more than two lenders are involved) after the date on which the obligations become overdue. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category below according to the indicators established for each level. |
| (3) | This category includes debtors that have filed for creditor protection or an out-of-court preventive measure, or for which payment has been demanded in court. In the case of the consumer portfolio, debtors that have filed for creditor protection or are covered by out-of-court measures can record arrears of up to 540 days. |
| (4) | This category includes mainly insolvent debtors facing bankruptcy or liquidation processes. |
| (5) | This category includes debtors with arrears in excess of 180 days that are customers of banks that have been liquidated or have had their license revoked by the BCRA, residual entities of privatized banks, or trusts in which SEDESA is a beneficiary. |
| (6) | The low risk consumer or housing loan portfolio is divided into: |
| • | Customers with more than 31 days’ and up to 90 days’ arrears in payment of principal, interest or otherwise in respect of any of their loans. |
| • | “Special Tracking”: For refinancing arrangements granted for the first time within the calendar year, and once the customer has settled the first installment under such refinancing arrangement, it may be reclassified into this category one time only. After such refinancing and for purposes of the classification, only customers’ obligations in arrears should be considered. For subsequent refinancing arrangements, customers will be afforded the general treatment set forth in these provisions. |
| 3. | The basic criterion for the evaluation and classification of clients is their repayment capacity of the debt or commitments guaranteed by a financial institution. |
| a) | For the commercial portfolio, evaluation is made on the basis of repayment capacity and debtor cash flows. Indicators used include liquidity, financing structure, compliance with payment of obligations, quality of management and administration, IT systems, prospects for the client’s business sector, its position within the sector, its legal standing and the existence of refinancing or debt discounts. |
| b) | For the consumer and housing loans portfolio, evaluation is based on debt payment compliance and the legal status of the debtor. The evaluation criteria is exclusively objective – the degree of compliance with the obligations, the legal situation of the debtor and the existence of refinancing or debt discounts. |
An evaluation of the payment capacity based on the borrower’s income is not mandatory as long as other specific evaluation methods are used or the borrower’s loans are for minimal amounts as determined by the BCRA.
| 4. | When loans are fully collateralized by preferred class A collateral, evaluation of the repayment capacity is not required. |
| 5. | Minimum classification frequency. Debtors and loans must be valuated and classified with a minimum frequency depending on the type of clients, as described below. |
| a) | Consumer portfolio clients: monthly |
| b) | Commercial portfolio clients: annually. However classification should be performed: |
| • | During the course of each quarter for clients whose debts are equivalent to 5% or more of the financial institution’s total capital; |
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| • | During the course of each half-year in the case of clients whose debt at some moment has totaled between 1% of the financial institution’s total capital or the equivalent to Ps.227,200,000 whichever is lower, and less than 5% of the financial institution’s total capital. |
| • | During the course of the year for the rest of clients who are considered part of the commercial portfolio. |
| • | In addition, the bank should review a debtor’s situation when any of the following circumstances occur: |
| a) | when there are changes to any of the objective classification criteria (arrears or legal situation); |
| b) | when a credit rating agency lowers the rating of securities issued by the client by more than one level; or |
| c) | notification of the final determination of the Superintendency of the adjustment of provisions, as a result of inspection tasks; or |
| d) | when there is more than a one-level discrepancy between the classification assigned by the financial institution and at least two other institutions, and certain requirements have been met. |
| 6. | Mandatory reclassification of clients. One-level discrepancy is allowed in relation to the information submitted by financial institutions to the credit information data base. If there is a greater discrepancy between the rating of the bank and the lower classification awarded by at least two other banks, and total loans from such banks account for 40% or more of the total informed, the bank will be required to reclassify the debtor to at least the level immediately above that registering the highest level of indebtedness with the comparison institutions. |
| 7. | Criterion for an improving credit rating. For a debtor to be categorized as “normal”, up to two refinancings must have taken place within the last twelve months and it must be no more than 31 days in arrears since the date of the last refinancing. For all other scenarios, the basic criterion is that the highest penalty must be applied to borrowers who have delays after refinancing, such that: |
The borrower must accumulate a greater number of down payments (as shown in table (i) below) or increase his repayment percentage (as shown in table (ii) below) in order to improve his situation. The BCRA regulations provide that those clients whose debts have been refinanced via obligations subject to regular payments (monthly or bi-monthly) may be reclassified at the immediately upper level if they have complied punctually (or with delays not exceeding 31 days) with the payment of the established installments or who have repaid at least a certain specified percentage of their refinanced principal obligations.
Table (i) – Enhanced situation by the payment of installments. Consumer portfolio (*)
| Quantity of payments | ||||||||||||||||
| Change of category |
from Irrecoverable |
from High Risk |
from Medium Risk |
from Low Risk |
||||||||||||
| Change to High Risk |
3 | — | — | — | ||||||||||||
| Change to Medium Risk |
6 | 3 | — | — | ||||||||||||
| Change to Low Risk |
8 | 5 | 2 | — | ||||||||||||
| Change to Normal |
9 | 6 | 3 | 1 | ||||||||||||
| (*) | The refinancing requires a punctual payment or with delays of not more than 31 days according to the German or French Amortization System. Regularity may be monthly or bimonthly. |
Table (ii) – Enhanced situation by cancellation percentage of repayment of outstanding amount. Consumer and commercial portfolios (**)
| Percentage of repayment of outstanding amount | ||||||||||||||||
| Change of category |
from Irrecoverable |
from High Risk |
from Medium Risk |
from Low Risk |
||||||||||||
| Change to High Risk |
15 | % | — | — | — | |||||||||||
| Change to Medium Risk |
25 | % | 10 | % | — | — | ||||||||||
| Change to Low Risk |
30 | % | 15 | % | 5 | % | — | |||||||||
| Change to Normal |
35 | % | 20 | % | 10 | % | 5 | % | ||||||||
| (**) | For amortization systems with periods greater than bimonthly or irregular. |
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Recoverables are not applied and rebates may not be counted in order to improve the situation (they belong to the debt preceding the signing of the refinancing agreement), so no quantification was made. Up-front payments may be computed as per their equivalent in installments or amortization percentage in order to improve the borrower’s situation.
| 8. | Refinancing. This refers to the criterion for deteriorating situation as a result of non-compliance with refinancing requirements. Arrears are considered to exist in a refinancing scenario if a delay exceeding 31 days from the due date occurs. |
| a) | Tranches of arrears are allocated in any applicable situation according to the table below: |
| Situation |
Minimum delay time (in days) |
|||
| Normal |
0 | |||
| Low Risk |
92 | |||
| Medium Risk |
151 | |||
| High Risk |
241 | |||
| Irrecoverable |
More than 1 year | |||
| b) | Afterwards the refinancing arrears must be taken into account to determine the situation in which the refinanced client must be placed at. |
| B. | Provisioning |
| 1. | Loan provisioning must be performed on the basis of the classification assigned to the debtor. No provision is required for loans for up to 30 days granted to other financial institutions (if not past due), for loans granted to the public non-financial sector, or unused balances of current account overdraft agreements. |
| 2. | The following minimum provisioning levels are to be applied on total debt: |
| Debtor Category |
With preferred collateral “A” (1) |
With preferred collateral “B” (2) |
Without preferred collateral |
|||||||||
| 1. Normal |
1 | % | 1 | % | 1 | % | ||||||
| 2. a) Under observation and low risk |
1 | % | 3 | % | 5 | % | ||||||
| b) Under negotiation or with refinancing agreements |
1 | % | 6 | % | 12 | % | ||||||
| c) Special treatment |
1 | % | 8 | % | 16 | % | ||||||
| 3. Substandard and medium risk |
1 | % | 12 | % | 25 | % | ||||||
| 4. High insolvency risk and high risk |
1 | % | 25 | % | 50 | % | ||||||
| 5. Irrecoverable |
1 | % | 50 | % | 100 | % | ||||||
| 6. Irrecoverable for technical decision |
1 | % | 100 | % | 100 | % | ||||||
| (1) | Consists of titles or documents that the creditor can easily liquidate to settle an unpaid debt without following the normal procedure of bankruptcy. They include foreign currencies, certificates of deposit, government securities and other. |
| (2) | Includes mortgages and pledges in the first degree for which it must comply with legal enforcement procedures; |
Banks are required to establish provisions equal to 100% of any interest accrued on loans to borrowers classified as “Substandard and Medium Risk” or lower. The Bank chooses to interrupt interest accrual accounting as permitted by the regulation.
By Communication “A” 4683, the BCRA introduced the possibility for debtors of the consumer and consumer-like portfolio to be assigned a percentage above the minimum estimate for a particular category without having to be automatically reclassified to the next category. BBVA Argentina has used this possibility.
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| 3. | Procedure for constituting provisions above the minimum ones established by the regulations for a portfolio in a normal situation. |
The main criterion is based on the provisions of point 7.1. of the “Debtor Classification Standard” and “Debt Provisions Standard”, more stringent criteria may be adopted on the basis of the objective guidelines mentioned in the first paragraph of the same point, provided this constitutes a generally applied policy which must be duly detailed in the “Debtor Classification and Provision Procedures Manual”, without this affecting the rating that must be allocated to eligible borrowers as provided hereunder, and provided this is duly grounded on objective criteria based on behavioral studies that give support to the higher provisions (be it for the active portfolio as a whole or by type of financing). In accordance with the regulations in force, we do not apply provision percentages above the established minimum.
The policy in force for the management of provisions by BBVA Argentina sets forth two control levels:
| • | Regulatory and technical control. |
Two basic references when it comes to the management of provisions are, on the one hand, compliance with the regulatory requirements on minimum capital and non-performance provisions; and, on the other hand, the Bank’s capital ratio. BBVA Argentina strives at all times to comply with the regulatory requirements on minimum capital and non-performance provisions. Therefore, both values per se determine a lower limit for the management of provisions. Likewise, a second lower limitation is established for the management of provisions: the capital ratio. In this regard, any disablement of provisions may only take place if the capital ratio (defined as the computable equity liability divided by the risk-weighted assets) is 10.5% or higher.
| • | Behavioral control of portfolio indicators. |
In order to provide the Bank with an appropriate level of provisions, the behavior of the Bank’s main credit portfolio indicators are monitored on a regular basis.
At least the following portfolio behavior indicators are analyzed:
| • | NPL ratio behavior; |
| • | Cycle-adjusted expected loss behavior; |
| • | Expected loss behavior without cycle adjustment; and |
| • | Coverage performance. |
Absolute variations (increases and decreases) for these indicators and their tendencies are analyzed, considering the last 12 months prior to the lowest month under analysis.
Based on the results of these assessments, the Technical Secretary and Reporting Unit will submit, at least semi-annually, a report to the Risk Management Committee with the following information:
| • | Capital position (including the Bank’s minimum capital requirement and payment and capital ratio); |
| • | Changes in credit portfolios during the period (12 months); |
| • | Status of allowances (breakdown of allowances by situation and portfolio); and |
| • | Proposed allowances, if applicable. |
The Risk Management Committee will draft minutes stating the decision made on the basis of the assessment of the behavioral indicators, which may result in a proposal to the Board of Directors if it is found that the Bank’s provisions require an adjustment. Such proposal can be accompanied by a structuring schedule for the proposed increase or decrease in the Bank’s provisions, to avoid an impact on the Bank’s profit and loss account.
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| 4. | Allowance percentages used by BBVA Argentina. |
The allowance percentages being used by the Bank for the commercial, consumer and consumer-like portfolios approved by the Risk Management Committee following the guidelines of BCRA regulations are the following:
| • | Percentages of allowance for consumer portfolio and consumer-like portfolio clients: |
| Situation |
Category |
Without Preferred Guarantees |
With Preferred Guarantees B |
With Preferred Guarantees A |
||||||||||
| (in percentages) | ||||||||||||||
| 1 |
Normal |
1 | 1 | 1 | ||||||||||
| 2 |
Low Risk |
5 | 3 | 1 | ||||||||||
| 2.b. |
Special treatment |
16 | 8 | 1 | ||||||||||
| 3 |
Medium Risk |
100 | 12 | 1 | ||||||||||
| 4 |
High Risk |
100 | 25 | 1 | ||||||||||
| 5 |
Irrecoverable |
100 | 50 | 1 | ||||||||||
| • | Percentages of allowance for commercial portfolio clients: |
| Situation |
Category |
Without Preferred Guarantees |
With Preferred Guarantees B |
With Preferred Guarantees A |
||||||||||
| (in percentages) | ||||||||||||||
| 1 |
Under Observation | 1 | 1 | 1 | ||||||||||
| 2.a. |
Under Observation | 5 | 3 | 1 | ||||||||||
| 2.b. |
Under Negotiation | 12 | 6 | 1 | ||||||||||
| 2.c. |
Special treatment | 16 | 8 | 1 | ||||||||||
| 3 |
Substandard | 25 | 12 | 1 | ||||||||||
| 4 |
High Risk of Insolvency | 50 | 25 | 1 | ||||||||||
| 5 |
Irrecoverable | 100 | 50 | 1 | ||||||||||
| 4.1. | Classification/Allowance Manual Adjustment Procedure |
The “Classification/Allowance Manual Adjustment Procedure” will apply in exceptional cases, as authorized by the Wholesale Risk Monitoring Committee, a sub-committee of the Risk Management Committee, defining the classifications and/or percentages of allowances to be manually applied to certain customers. This procedure supplements the one established in our classification manual.
The “Classification/Allowance Manual Adjustment Procedure” for customers within the commercial or consumer-like portfolio is based on:
| • | Expert analysis criteria warranting changes to the classification/allowance required by the Central Bank; |
| • | Requests for changes to the customer’s situation, based on court decisions; and |
| • | Changes to the customer’s situation pursuant to national and/or provincial laws. |
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All these aspects will be discussed by the Wholesale Risk Monitoring Committee in order to determine any potential change to a customer’s situation or allowance from time to time.
Once approved by the Wholesale Risk Monitoring Committee, notice is given to Financial Risk Reporting Management (Risk Department), which is in charge of administering and monitoring that the allowances and situations determined by the Wholesale Risk Monitoring Committee comply with the regulations on minimum allowances laid down by the Central Bank.
Following review of our Financial Risk Reporting Management (Risk Department), the list is approved and reported to accounting at the end of each month, which is responsible for changing the relevant customers’ situation or allowance, based on the information reported in the list of manual adjustments in the Bank’s computing system.
Once the relevant change has been implemented, accounting is required to report these changes to Financial Risk Reporting Management (Risk Department), which is to ensure that the changes so made are as requested in the list of manual adjustments. If the change has not been adequately implemented, Financial Risk Reporting Management will cause the pertinent corrections to be made.
| 5. | The Superintendence may require additional provisioning if it determines that the current level is inadequate. |
| 6. | Accrual of interest on client debts classified as “under negotiation or with refinancing agreements” when arrears of more than 90 days in the payment of obligations are recorded, and those in the “substandard” or “medium risk”, “high risk”, and “unrecoverable” categories must be provided for at 100% as from the moment they are classified in any of those categories. The financial institution may opt to interrupt interest accrual. |
| 7. | Client debt classified as “unrecoverable” and fully provided for must be written off as from the seventh month subsequent to that in which such actions were taken. These loans should be booked in off-balance sheet accounts. |
| 8. | Inclusion of debtors in the “unrecoverable based on technical criteria” category results in the obligation to provision loans at 100%, including renewals, stays, forbearance –express or tacit – granted after such classification, once 90 or 180 days have elapsed as from the date on which the first of such financing measures were taken. |
| 9. | Provisioning for the normal portfolio is of a global nature, while for other categories, the allocation of provisions for each debtor is made on an individual basis. |
Priority of Deposits
Law No. 24,485, as amended, sets forth that in case of judicial liquidation or bankruptcy of a financial institution, all depositors, irrespective of the type, amount or currency of their deposits, would be senior to the other remaining creditors (such as the shareholders of the bank), with exceptions made for certain labor creditors (Article 53 paragraphs “a” and “b”) and for those creditors backed by a pledge or mortgage, in the following order of priority: (a) deposits of up to Ps.6,000,000 per person (including any amount of said person deposited with a financial institution), or their equivalent in foreign currency, in accordance with the provisions of Communication “A” 7661 of the Central Bank; (b) any and all deposits higher than Ps.6,000,000, or their equivalent in foreign currency; and (c) the liabilities originated in commercial lines granted to the bank and that directly affect international commerce.
Furthermore, pursuant to article 53 of the Financial Institutions Law, as amended, Central Bank credits will have absolute priority over the other credits, except for pledged or mortgaged credits, certain labor credits, the depositors’ credits as per art. 49, paragraph e), points i) and ii), credits granted under Article 17, paragraphs (b), (c) and (f) of the Central Bank’s Charter (including discount granted by financial institutions due to temporary lack of liquidity, advances in favor of financial institutions with security interest, assignment of rights, pledge or special assignment of certain assets) and credits granted by the fund Fondo de Liquidez Bancaria backed by pledge or mortgage.
The amendment introduced to art. 35 bis of Financial Institutions Law by Law No. 25,780, sets forth that if a financial institution is in a situation where the Central Bank may revoke its authorization to operate and become subject to dissolution or liquidation by judicial resolution, the Central Bank’s Board may decide by absolute majority to transfer assets and liabilities of the bank in favor of financial trusts or other financial institutions, the Central Bank may totally or partially exclude the liabilities mentioned in article 49, paragraph e) of the Financial Institutions Law, as well as its credits defined in art. 53, observing the order of priority among its creditors. Regarding the partial exclusion, the order of priority of point e) art. 49 of the Financial Institutions Law must be followed, without assigning, in any case, a differentiated treatment to liabilities of the same grade.
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Capital Markets
Under the Financial Institutions Law, financial institutions may underwrite and place both equity and debt securities. There are currently no statutory limitations on the size of a financial institution’s underwriting commitments. However, a financial institution’s underwriting commitment would be treated as an extension of credit subject to the limitations discussed under “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework—Lending and Investment Limits”.
Commercial banks are authorized to trade public and private debt securities in the Argentine over-the-counter market if they are members of the Mercado Abierto Electrónico (“MAE”) and authorized to act as over-the-counter brokers. In our capacity as an over-the-counter broker, we are subject to MAE rules and the supervision of the CNV as our primary regulator, and accordingly, we must comply with certain reporting requirements.
Since 1990, the Buenos Aires Stock Exchange (BCBA) (now the BYMA) has authorized brokerage firms or houses organized as sole purpose corporations to operate as securities brokers on the BYMA. Commercial banks may freely own a securities brokerage company, as there are no current restrictions on ownership, and most of the principal commercial banks operating in Argentina have already established their own securities brokerage company. An agreement between the BYMA and representatives of the MAE dealers provides that trading in shares and other equity securities will be conducted exclusively on the BYMA and that all debt securities listed on BYMA may also be traded on the MAE. Trading in Argentine government securities, which are not covered by the agreement, is conducted mainly on the MAE. The agreement does not extend to other Argentine exchanges.
Commercial banks may operate as both managers and custodians of Argentine investment funds; provided, however, that a bank may not act simultaneously as manager and custodian for the same fund.
We have been registered as an over-the-counter broker since 1989. In 1991, we created Francés Valores Sociedad de Bolsa S.A., renamed later as BBVA Francés Valores S.A., by virtue of the last change of name registered before the IGJ on April 4, 2014 under No. 5,883 Book 68 of Corporations. In the shareholders’ meetings held on April 24, 2019 and May 15 2019, the shareholders of BBVA Francés Valores S.A. resolved to change the company’s corporate name to “BBVA Valores Argentina SA”, being registered by the IGJ on February 20, 2020, under No. 3405 Book 99 of Corporations.
On December 28, 2012 Law No. 26,831, the “Capital Markets Law” was enacted, and was supplemented by the CNV by Resolution No. 622/13 dated September 5, 2013, According to section 47 of the said law, all agents acting in the different markets, must have the prior approval and registration of the CNV. During 2014 BBVA Argentina and BBVA Valores Argentina S.A. completed their registration as settlement and integral compensation agents.
On March 8, 2019, the respective boards of BBVA Argentina and BBVA Valores Argentina S.A. approved the merger of the two companies, and on April 24, 2019, the respective shareholders’ meetings approved the transaction. The merger was registered before the IGJ on August 27, 2021, under No. 13335, Book 104 of Corporations.
Financial Institutions with Economic Difficulties
Under the Financial Institutions Law, if a financial institution:
| • | evidences a cash reserve deficiency, |
| • | has not satisfied certain technical standards, |
| • | has not maintained minimum net worth standards, or |
| • | is deemed by the Central Bank to have impaired solvency or liquidity; |
Then such financial institution must submit a regularization plan under such terms and conditions as may be established by the Central Bank within a term that may not exceed thirty days. This notwithstanding, the Central Bank may appoint overseers with veto powers and/or demand the creation of guarantees and restrict or prohibit the distribution of dividends or profits. The lack of submission, the rejection of or any noncompliance with the regularization plan entitle the Central Bank to revoke the authorization to operate as a financial institution and to apply sanctions. If the plan is accepted, the Central Bank may grant a temporary exemption with respect to the observance of the technical regulations and excuse or postpone the payment of fines (if any).
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Likewise, and prior to the revocation of the authorization to operate as a financial institution, the Central Bank may authorize the restructuring of the entity for the protection of its depositors, by applying any of the following decisions or a combination thereof in a sequential, gradual or direct manner: reduction, increase and assignment of the corporate capital, exclusion of assets and liabilities and their transfer to other financial institutions, judicial intervention, and responsibility for and transfer of excluded assets or liabilities.
Dissolution and Liquidation of Financial Institutions
As provided in the Financial Institutions Law, the Central Bank must be notified of any decision adopted by a financial institution’s legal or corporate authorities concerning its dissolution. The Central Bank, in turn, must then submit such decision to a competent court, which must determine whether the corporate authorities or an appointed independent liquidator will liquidate the entity. The court’s decision must be based on whether or not there is sufficient assurance that the corporate authorities are capable of carrying out such liquidation properly.
Pursuant to the Financial Institutions Law, the Central Bank no longer acts as liquidator of financial institutions. However, if a restructuring plan has failed or is not deemed feasible, or violations of local laws and regulations have been incurred, or significant changes have occurred in the institution’s condition since the original authorization was granted, then the Central Bank may revoke a bank’s license to operate as a financial institution. In this event, the law allows for judicial or extra-judicial liquidation. During the liquidation process and once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy or a petition in bankruptcy may be filed by any creditor of the bank after a period of 60 calendar days has elapsed since the license was revoked.
Money Laundering
The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin. On April 13, 2000, the Argentine Congress passed Law No. 25,246 (as amended, the “Anti-Money Laundering Law”), which defines money laundering as a type of crime. The Anti-Money Laundering Law established severe penalties for anyone participating in any such criminal activity and created the UIF as the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism.
Below is a summary of certain provisions of the anti-money laundering regime set forth by the Anti-Money Laundering Law, as amended and supplemented by other rules and regulations, including regulations issued by the UIF, the Central Bank, the CNV and other regulatory entities. Investors are advised to consult their own legal counsel and to read the Anti-Money Laundering Law and its statutory regulations.
In line with internationally accepted practices, the Anti-Money Laundering Law does not merely assign responsibility for controlling criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as financial institutions, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.
According to the Anti-Money Laundering Law, the following persons, among others, are subject to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.
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Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or contractual confidentiality agreements. AFIP shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.
Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF, both the Central Bank and the CNV are considered “Specific Control Organs”. In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti-money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution No. 30/2017 issued by the UIF, as amended (“Resolution No. 30”), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 21/2018 of the UIF, as amended (“Resolution No. 21”), is applicable to brokers and brokerage firms, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution No. 30 and Resolution No. 21 regulate, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.
Resolution No. 30 and Resolution No. 21 establishes general and specific guidelines, based on a risk-regarding customer identification approach, due diligence to be applied depending on the level of risk assigned and procedures to detect and report suspicious transactions.
Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer’s role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity’s compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.
In addition, pursuant to Communication “A” 5738 (as amended and supplemented) of the Central Bank, Argentine financial institutions must comply with certain additional “know your customer policies”. In this sense, pursuant to such Communication, under no circumstance may new commercial relationships be initiated if the “know your customer policies” and the risk management legal standards have not been complied with. In addition, in respect of the existing clients: if the “know your customer policies” could not be complied with, the Argentine financial institution must discontinue transactions with such client (i.e. terminate the relationship with the client in accordance with Central Bank’s regulations for each type of product) within 150 calendar days as of the notice of such circumstances. Transactions do not have to be discontinued when the “know your customer” policies are complied with in such period or when simplified due diligence procedures were implemented pursuant to applicable laws. Furthermore, pursuant to this Communication, Argentine financial entities must keep the documentation related to the discontinuance for 10 years and include in their prevention manuals the detailed procedures to initiate and discontinue transactions with clients in accordance with the above-mentioned additional “know your customer policies” implemented.
The CNV Rules include a specific chapter regarding “Prevention of Money Laundering and the Financing of Terrorism” and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs.
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Deposit Guarantee Insurance System
The Bank is included in the Deposit Guarantee System established by Law No. 24,485, Regulatory Decrees No. 540/95, No. 1292/96, 1127/98 and No. 30/18 and Communication “A” 5943 issued by the BCRA.
Such law provided for the creation of the company “Seguros de Depósitos S.A.” (“SEDESA”) for purposes of managing the Deposit Guarantee Fund (the “DGF”), whose shareholders, in accordance with the changes introduced by Decree No. 1292/96, shall be the BCRA with one share as a minimum and the trustees of the trust created by the financial institutions in such proportion as may be determined for each by the BCRA according to their contributions to the DGF. This guarantee system does not include:
| • | transferable certificates of deposit whose ownership has been acquired by way of endorsement; |
| • | the higher of (i) demand deposits for which the interest rate is higher than the benchmark interest rate and deposits and term investments that exceed 1.3 times that rate or (ii) the benchmark interest rate plus five percent points. They will also be excluded when those interest rate limits are distorted by incentives or additional remuneration; |
| • | deposits made by other financial institutions, including certificates of deposit acquired by secondary trading; |
| • | deposits made by persons directly or indirectly related to the financial institution; |
| • | certificates of deposit of securities, acceptances or guarantees; or |
| • | fixed amounts from deposits and other excluded transactions. |
We held a 8.6374% equity interest in SEDESA as of December 31, 2022.
The amount covered by the deposit guarantee system is Ps.1,500,000 per person and per deposit. In the case of transactions in the name of two or more persons, the guarantee will be prorated among the respective holders. The total guarantee amount by persons may not exceed Ps.1,500,000 regardless of the number of accounts and/or deposits.
The deposits for amounts over Ps.1,500,000 are also included in the guarantee system up to the Ps.1,500,000 limit. The Central Bank may decide at any time to amend the guarantee system cover amount based on the continued consolidation of the Argentine financial sector or any other indicators.
The Argentine insurance system is financed by monthly contributions from all financial institutions operating in Argentina. These contributions are equivalent to 0.015% of average daily balances of demand deposits, time deposits, term investments, salary account of social security and fixed assets of previous concepts.
Furthermore, institutions must make an additional contribution which will depend on the rating assigned by the Central Bank, the excess recorded in the integration of the RPC and the portfolio quality. This additional contribution may not exceed the standard contribution.
SEDESA may issue nominative non-endorsable securities to be offered to depositors as payment of the deposit guarantee whenever it did not have sufficient funds for such purpose. Such securities, whose conditions would be established for general purposes by the Central Bank, must be accepted by the financial institutions in order to constitute deposits.
By means of Communication “A” 7661, the Central Bank updated the above-mentioned coverage amount and brought it up to Ps.6,000,000 effective from January 1, 2023.
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Credit Cards Law No. 25,065
Law No. 25,065, enacted in 1999, governs different aspects of the credit, purchase and debit card system. This law (i) creates an obligation to sign a contract between the bank and the holder of the credit card before the card is issued, (ii) fixes a maximum limit to financial interest charged on balances, which may not exceed by more than 25% the rate applied to personal loan transactions, (iii) sets a maximum 3% fee to be charged by the banks to commercial establishments and forbids charging different rates to commercial establishments in the same line of business and (iv) prohibits providing information to financial background databases regarding credit card holders in delinquent payment situations.
Law No. 26,361, enacted in 2008, amended article 50 of Law No. 25,065, empowering the Secretariat of the Domestic Commerce, dependent on the Ministry of Economy and Production, to issue regulatory provisions and to exercise powers of control, survey and ensure compliance with the law. The City of Buenos Aires and the provinces act as local authorities of application, with powers which they may delegate, if applicable, to their dependent bodies or to municipalities. Irrespective of the above, the national authority of application may act concurrently, even if the presumed infringements occur only within the scope of the Autonomous City of Buenos Aires or the provinces.
Since the enforcement of Law No. 25,065, the Central Bank is the relevant authority in matters related to the credit, purchase and debit card system.
Disclosure of Iranian Activities Pursuant to Section 13(r) of the Exchange Act
The Bank discloses the following information pursuant to Section 13(r) of the Exchange Act, which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified executive orders, including activities not prohibited by U.S. law and conducted outside the United States by non-U.S. affiliates in compliance with local law. In order to comply with this requirement, the Company has requested relevant information from its affiliates globally.
The BBVA Group has the following activities, transactions and dealings with Iran requiring disclosure:
Iranian embassy-related activity. On a continuing basis, BBVA, S.A. maintains a bank account in Spain for one employee of the Iranian embassy in Spain. This employee is a Spanish citizen. Similarly, BBVA Mexico opened an account to the Iranian embassy in Mexico in March 2022, which was closed in May 2022. Estimated gross revenues for the year ended December 31, 2022, from embassy-related activities, which include fees and/or commissions, totaled US$62.54 (US$59.31 from Spain and US$3.24 from Mexico). The BBVA Group does not allocate direct costs to fees and commissions and therefore has not disclosed a separate profit measure.
G. Cybersecurity and Fraud Management
BBVA’s Corporate Security Area is responsible for ensuring adequate information security management by establishing security policies, procedures and controls regarding the security of the BBVA Group’s global infrastructures, digital channels and payment methods (including those relating to BBVA Argentina) with a holistic and threat intelligence-led approach.
BBVA’s security strategy resides on four fundamental pillars: cybersecurity, data protection, physical security and security in business processes and fraud management. A program has been designed for each of these pillars, with the aim to reduce the risks identified in the developed taxonomy. These programs, which consider security industry best practices established by internationally accepted security standards, are periodically reviewed to evaluate the progress and the effective impact on the mitigation of the risks BBVA is exposed to.
During 2022, within the framework of the implementation of the security strategy, security measures have been reinforced with the aim to ensure an adequate protection of BBVA’s information and the assets supporting business processes. The implementation of these measures has been carried out with a global perspective and an integral approach (considering not only technological aspects but also aspects related to staff, processes and security governance).
Measures adopted in 2022 included measures intended to: (i) ensure end-to-end protection of business processes, considering logical and physical security, privacy and fraud management, (ii) ensure compliance of the security and privacy by design principles, and (iii) improve client access control and authentication services related to online services, from a security and user experience perspective.
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The main initiatives which have been or are being implemented to improve BBVA’s security and client protection are the following:
| • | Use of facial biometrics for the remote and online onboarding of new clients, ensuring compliance with the legal requirements applicable. |
| • | Use of biometrics for the completion of transactions through the BBVA app, with the aim of improving user experience and avoiding SIM duplication and smishing attacks. |
| • | Reinforcement of the security measures implemented in business processes with a high risk of fraud. |
| • | Use of advanced analytics models to protect BBVA’s clients’ funds. |
| • | Enhancement of the information provided to clients in the BBVA app to make them aware of the main risks they are exposed to, so that they can prevent or act against possible threats. |
These new initiatives, the possibility to activate and shutdown cards from the BBVA app, the customized early warnings about real-time payments or transfers seek to improve BBVA’s client protection.
Additionally, BBVA has continued carrying out training and awareness initiatives related to security and privacy, promoting training and awareness campaigns for BBVA’s employees, clients and society in general, through the BBVA app, online channels and social networks. Some of the topics covered include protection of personal information, secure password management, device protection (laptops, smartphones, etc.), social engineering detection (phishing, smishing, vishing), malware and other technical attacks detection, detection of scams, security in online purchases and how to react in case of a security incident.
Other lines of action also include the adequate training of BBVA’s Steering Committee members in the area of security and incident management, as well as the periodic performance of global and local simulation exercises in order to raise the level of training and awareness of certain key personnel and ensure an immediate and effective response in case of a security breach.
Cybersecurity
Ensuring the effective protection of BBVA’s assets and customers’ data is vital for the BBVA Group.
During 2022 and 2021, there has been an increase in the number of attacks, accentuated by the presence of organized crime groups specialized in the banking sector and working in a multi-country environment.
Furthermore, new risks and challenges for companies have emerged, such as related to security in teleworking, increases in attack surface, security in cloud services and management of risks related to third parties. Since the Covid-19 pandemic cybercriminals have increased the scope of social engineering attacks through email, SMS, instant messaging systems and social networks.
The Global Computer Emergency Response Team (CERT) is the BBVA Group’s first line of detection and response to cyberattacks aimed at global users and the Group’s infrastructure, combining information on cyber threats from our Threat Intelligence unit. The Global CERT, which is based in Madrid, operates 24x7 and provides services in all countries where the BBVA Group operates, under a scheme of managed security services, with operation lines dedicated to fraud and cybersecurity. To complement the Global CERT services, we have the support of a local 24x7 Security Operation Center (SOC) service for the attention of cybersecurity and fraud prevention alerts.
As cyberattacks evolve and become more sophisticated, BBVA has strengthened its prevention and monitorization efforts. System monitoring capabilities have been reinforced, with particular attention to the critical assets that support business processes in order to prevent threats from materializing and, if necessary, to immediately identify and respond to any security incident that may occur. Incident prevention, detection and response capabilities have also been strengthened through the use of integrated information sources, improved analytical capabilities and automated platforms. Additionally, new Artificial Intelligence models are being developed with the aim to predict and prevent cyberattacks against the Bank infrastructure and to provide a more secure experience to BBVA’s clients.
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We believe that measures implemented by the BBVA Group have improved information security management at BBVA Argentina from a preventive and proactive approach, based on the use of digital intelligence and advanced analytical capabilities. The main objective of these measures is to ensure an immediate and effective response to any security incident that occurs through the coordination of the different business and support areas involved, to reduce the possible negative impact and, if necessary, to report such incident in a timely manner to the relevant supervisory or regulatory authorities.
BBVA routinely reviews, reinforces and tests its security processes and procedures through simulation exercises in the areas of physical security and digital security. Specialized teams periodically perform security technical tests in order to detect and correct possible security vulnerabilities. These tests include technical tests of technological platforms as well as malicious users simulated attacks performed by the “red team”. The outcome of such exercises is a fundamental part of a feedback process designed to improve the BBVA Group’s cybersecurity strategies.
Data Protection
The second pillar of the BBVA Group’s strategy is based on the adequate protection and management of data, which is a fundamental element of the data-centric strategy of BBVA. The main initiatives in this area relate to the adoption of measures to ensure that BBVA’s information assets are properly protected, limiting their use to their intended purposes and controlling access to them, considering the security guidelines established by the BBVA Group. All activities related to the data protection program are reviewed by the Data Protection Committee, where all relevant stakeholders of the Bank are represented.
Security in Business Processes and Fraud
Cybersecurity efforts are frequently undertaken in close coordination with our fraud prevention efforts and there are considerable interactions and synergies between the relevant teams. As part of the efforts to monitor fraud evolution and to actively support the deployment of adequate anti-fraud policies and measures, the Fraud Management Working Group oversees the evolution of all external and internal fraud types in all countries where the BBVA Group operates. Its functions include: (i) actively monitoring fraud risks and mitigation plans; (ii) evaluating the impact thereof on the BBVA Group’s business and customers; (iii) monitoring relevant fraud facts, events and trends; (iv) monitoring accrued fraud cases and losses; (v) carrying out internal and external benchmarking; and (vi) monitoring relevant fraud incidents in the financial industry.
BBVA maintains cybersecurity and fraud insurance policies in respect of each of its subsidiaries, including the Bank. These insurance policies are subject to certain loss limits, deductions and exclusions. We can provide no assurance that all losses related to a cybersecurity or fraud incident will be covered under our policies.
Security Governance
With the aim of ensuring the effective implementation of the BBVA Group’s security strategy, BBVA has established a security governance model. Among the bodies composing this governance model, there are Committees and working groups responsible for the approval and supervision of the execution of the information security strategy, in matters such as corporate security, information security and protection and fraud management.
Regarding business continuity, during 2022 and 2021 BBVA has included “resilience” as an integral part of its holistic approach. This change reflects the evolution from a model mainly oriented to guarantee the continuous provision of products and services in situations with high impact and low probability to a model where the organization has the ability to absorb and adapt to situations with an operative impact due to disruptions of different nature (such as pandemics, cyber incidents, natural disasters or technological failures).
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Economic conditions
2022
During 2022 economic activity measured by GDP grew 5.2% compared to 2021. Economic activity continued the recovery that started in 2021, following the 2020 decline resulting from the Covid-19 pandemic.
The unemployment rate decreased again in 2022 and stood at 6.3% at December 31, 2022 compared to 8.7% at December 31, 2021. However, the quality of employment did not improve, with a higher incidence of underemployment and workers working in the informal economy.
The national CPI increased by 94.8% in 2022, reflecting a significant acceleration of inflation compared to 50.9% in 2021, mainly driven by the inflationary acceleration that followed a financial stress episode in July 2022 that resulted in the sudden resignation of Minister of Economy Martin Guzman.
The domestic public sector had a primary fiscal deficit of 2.4% of GDP, just below the 2.5% goal of the IMF program.
2021
During 2021 economic activity measured by GDP grew 10.3% compared to 2020. The activity recovered sharply from the 2020 crisis thanks to the easing of lockdown measures and the government’s fiscal-monetary stimulus in 2021.
With respect to the labor market, there was a decrease in the average unemployment rate in 2021 to 8.7%, compared to 11.4% in 2020, primarily due to the removal of mobility restrictions, which allowed the reopening of non-essential activities that had been restricted since the outbreak of the pandemic.
The national CPI increased by 50.9% in 2021, reflecting a significant acceleration compared to 36.1% in 2020, mainly driven by the monetary pressures resulting from the 2020 money issuance to cover fiscal needs.
The domestic public sector had a primary fiscal deficit of Ps.980 billion, accounting for 2.1% of GDP (3.3% without considering the IMF SDRs delivered in September 2021).
2020
During 2020 economic activity measured by GDP fell 9.9% compared to 2019. The activity was negatively impacted by the Covid-19 pandemic, particularly during the second quarter of the year.
With respect to the labor market, in 2020 there was an increase in the average unemployment rate to 11.4%, compared to 9.8% in 2019, primarily due to the lockdown measures adopted as a result of the Covid-19 pandemic
The national CPI increased by 36.1% in 2020, reflecting a deceleration of inflation compared to 53.8% in 2019, mainly driven by the decline in economic activity levels as a result of the Covid-19 pandemic and the intervention in the prices of utility services.
The domestic public sector recorded a primary deficit of Ps.1,750 billion, accounting for 6.5% of GDP
Effects of Recent Regulatory Changes on BBVA Argentina
Below is a summary of the main rules and regulations enacted in recent years which remain in force as of the date of this annual report on Form 20-F, which are mainly related to the crisis triggered by the Covid-19 pandemic.
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New Financing Lines
In response to the crisis triggered by the Covid-19 pandemic, the Central Bank adopted a set of credit stimulus measures aimed at the most vulnerable sectors, primarily, micro, small and medium-sized companies (“MSMEs”) and the self-employed. The main characteristics of the new financing lines are described below:
| • | Credit Lines for MSMEs’ Productive Investment: |
In October 2020, the Central Bank issued Communication “A” 7140 approving the rules on the new “Credit Line for MSMEs’ Productive Investment” which proceeds are used to:
| 1. | Finance MSMEs’ investment projects (with an initial maximum annual nominal rate of 30%) and a 64.5% maximum annual rate as of the date of this annual report). These credit lines are subject to a reduced cash requirement equal to 40% of the aggregate amount being lent. |
| 2. | Working capital and post-dated check and other document discounting to MSMEs (with an initial maximum annual nominal rate of 35% and a 74.5% maximum annual rate as of the date of this annual report). |
| 3. | Special lines (health providers for the purchase of medical supplies and equipment; non-MSMEs using the proceeds to purchase machinery and equipment manufactured by local MSMEs; other financial institutions not included in Group “A”, to the extent the proceeds are applied to MSMEs’ credit lines (investment projects or working capital) within 10 business days) for which an auditor report is required (incorporated by Communication “A” 7161, November 12, 2020) (with an initial maximum annual nominal rate of 35% and a 74.5% maximum annual rate as of the date of this annual report). |
For these credit lines, financial institutions are required to maintain a regulatory quota equal to 7.5% of their non-financial private sector deposits. At least 30% of the quota must be used for investment projects.
| • | Home Mortgage Loans and UVA-linked Pledge Loans (Decrees No. 319/2020 and 767/2020 and Communication “B” 12099) |
By means of Decree No. 319/2020, the executive branch provided that, in view of the mandatory lockdown measures implemented as a result of the Covid-19 pandemic, monthly payments in respect of home mortgage loans had to remain at the same amount as in March 2020 until September 30, 2020. The difference between the amount of the effective payments and the actual accrued amount could be settled in, at least, three monthly, equal and consecutive payments commencing in October 2020 without being subject to interest accrual due to the deferred payment. Any payment defaults until September 30, 2020 could be settled in three installments, at compensatory interest only, up until December 31, 2020.
Pursuant to Decree No. 767/2020, the executive branch extended the measure above until January 31, 2021 and capped monthly payments in respect of home mortgage loans for an 18-month period (February 2021 to July 2022) on the basis of a convergence schedule. Both the installment difference and the indebtedness accrued as of September 30, 2020 will be converted into UVA and will be refinanced with no interest or charges payable from the end of the current loan schedule, in installments not to exceed the amount of the original ones.
| • | Outstanding Balances under Credit Lines |
By means of Communication “A” 6949, the Central Bank established that outstanding balances of credit lines granted by financial institutions with installments falling due between April 1 and June 30, 2020 (postponed until March 31, 2021) would not accrue late-payment interest, and any unpaid installments would be payable at the end of the credit life (except for credit cards). The same treatment is applied to unpaid installments falling due of credit assistance granted to clients covered by the “REPRO II Program” from May 14, 2021 to April 28, 2022 (Communication “A” 7285 and 7497).
| • | Outstanding Credit Card Balances |
The Central Bank established a limit for credit card financing (Communication “A” 7181). Effective as of February 2021, the limited rate applies up to Ps.200,000 of the total financed amount (Communication “A” 7198). This maximum annual nominal current rate is 77% (Communication “A” 7605) and is not applicable if the monthly consumption in foreign currency is higher than 200 U.S. dollars (Communication “A” 7559).
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Minimum Cash Rules
| • | Minimum Cash Requirement: |
By means of Communication “A” 7536 dated June 30, 2022 and effective since October 1, 2022, the Central Bank simplified the Minimum Cash Requirement by reducing the number of deductions, maintaining only those that favor productive credit for MSMEs and financing for household consumption, and reducing reserve rates.
The structure of deductions as of the date of this annual report is as follows:
| • | Participation of loans granted to MSMEs on the total financing to the non-financial private sector in pesos. |
| • | Financing under the “AHORA 12” Program. |
| • | Financing included in the “Credit Line for MSME’s Productive Investment”. |
| • | Special for financial institutions offering the “Universal Free Account” in terms of loans granted to individuals and / or MSMEs not informed in the “Central of debtors of the financial system”, under certain conditions. |
| • | Payment of Minimum Cash Requirement: |
With regards to the payment of the minimum cash requirement, the Central Bank, by means of Communication “A” 7016, provided that financial institutions included in Group “A” (such as the Bank) may pay the minimum cash requirement-for the period and daily-in pesos, out of “fixed-rate Treasury Bonds in pesos due in May 2022”. Bonds used to pay the minimum cash requirement in pesos will be excluded from the limits set forth in the rules on “Financing to the non-financial public sector”. Effective since May 18, 2020, financial institutions may pay their minimum cash requirements in pesos entirely out of Central Bank’s bills (LELIQ)—except to the extent of the maximum proportion allowed to be paid in out of “fixed-rate Treasury bonds in pesos”—in respect for time deposits and term investments from the non-financial private and public sectors (Communication “A” 7018). Effective since June 1, 2021, financial institutions may also integrate their minimum local currency cash requirements, with treasury bonds in pesos (which are currently allowed to be paid out of LELIQ).
By means of Communication “A” 7511 and Communication “A“7637, the Central Bank provided that financial institutions included in Group “A” may pay the minimum cash requirement in pesos, out of “fixed-rate Treasury Bonds in pesos due in May 2027” and “fixed-rate Treasury Bonds in pesos due in November 2027”.
LELIQ – Special provisions:
Effective since January 10, 2022, the Central Bank established a new maximum Leliq holding amounting to the equivalent of the monthly average of daily balances of time-deposits in pesos of the non-financial private sector.
Reporting Obligations - Extended Terms
Pursuant to Communication “A” 7658, the Central Bank has extended the term to file financial statements for periods ended on or after December 31, 2022 to 60 days for interim financial statements and 70 days for annual financial statements.
Profit Distribution and Remote Meetings
The Central Bank suspended the distribution of profits by financial institutions until June 30, 2020. Such term was then extended until December 31, 2020, again until June 30, 2021, and finally until December 31, 2021 (Communication “A” 6939, Communication “A” 7035, Communication “A” 7181 and Communication “A” 7312).
Pursuant to Communication “A” 7421 dated December 16, 2021, the Central Bank enabled financial entities, from January 1, 2022 to December 31, 2022, to distribute dividends for up to 20% of their “distributable profit”. Financial entities, having the previous authorization of the Central Bank, had to make this distribution in 12 equal, monthly and consecutive installments.
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By means of Communication “A“7659 dated December 15, 2022, the Central Bank reinstated the suspension of profit distributions from January 1, 2023 to December 31, 2023.
By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
The IGJ issued General Resolution 11/2020, establishing that, in order to comply with the mandatory social distancing measures in place, remotely held meetings of the board of directors or governance body of corporations, non-profit associations, or foundations would be admitted, using digital or IT means or platforms, even if not contemplated under their respective by-laws. Then, the IGJ issued General Resolution 46/2020, extending the decision for as long as the social distance measures mandated by Decree No. 875/2020 remain in place. Furthermore, the CNV, by means of General Resolution 830/2020, provided that issuers would be allowed to hold remote meetings during the lockdown period to mitigate the spread of Covid-19.
Exchange Market Regulations
The Central Bank has implemented a number of regulatory changes related to the exchange market.
For instance, Communication “A” 7001 set forth new guidelines to access the exchange market for the repayment of principal and interest in respect of any foreign indebtedness applicable to those having benefitted from credit lines for MSMEs, in which case the Central Bank’s prior consent will be required.
Communication “A” 7001 also restricts blue-chip swap and its local equivalent (known as “Dollar Bolsa”) transactions. A sworn statement is required for currency outflows through the exchange market attesting that no sale of securities with settlement in foreign currency has been completed in the past, or will be carried out in the next 30 days (which term was extended to 90 days under Communication “A” 7030 dated May 28, 2020). Furthermore, the threshold that triggers entities’ reporting obligation, known as “advance notice of exchange transactions”, was reduced from US$2 million to US$500,000 (since October 16, 2020, US$50,000 and since October 6, 2021, US$10,000) (Communication “A” 7138 and Communication “A” 7375).
The Central Bank’s prior consent will also be required to access the exchange market to make payments abroad for the use of credit, purchase, debit or pre-paid cards issued locally to purchase jewels and precious gems and metals (gold, silver, platinum, etc.)
On May 28, 2020, the Central Bank issued Communication “A” 7030, establishing, among other changes, that its prior consent would be required to access the exchange market by those whose total foreign currency holdings are not held deposited at accounts with local financial institutions, and who own liquid external assets available. The Central Bank further provided that its prior consent would be required for companies to access the exchange market for the payment of foreign commercial obligations if the amount of the same as of January 1, 2020 had been reduced, as well as for the service of principal in respect of foreign financial indebtedness when the counterpart is related to the borrower. This communication was gradually enhanced in subsequent weeks based on the specific business needs from the several productive sectors, through Communications “A” 7042 and “A” 7052, as amended by Communication “A” 7068, issued on July 8, 2020.
By means of Communication “A” 7106 dated September 15, 2020, even though the US$200 limit individuals could buy per month was maintained, effective September 1, 2020 payments for foreign currency-denominated purchases made abroad with credit or debit cards would be considered within such limit (any excess would be deducted from the subsequent months’ limit). Communication “A” 7106 further stated that individuals who had refinanced outstanding credit card balances (Communication “A” 6949) and/or who had benefitted from frozen installments (Decree No. 319/20) could not access the exchange market, or otherwise engage in transactions or complete sales of securities in the country to be settled in foreign currency or transfer such securities to foreign depositary institutions, until the total payment of the outstanding balances or for as long as the benefit is in place, as the case may be. This communication also established the requirement to submit a refinancing plan to the BCRA for those who recorded scheduled capital maturities between October 15, 2020 and March 31, 2021 based on the following criteria:
| • | Access to the MULC (“Mercado Único y Libre de Cambio”, in Spanish) in the original term for up to 40% of the expiring capital; |
| • | Rest refinanced with an average life of at least 2 years; and |
| • | Applicable to amounts greater than US$1 million per month. |
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This requirement was extended to those who register capital maturities for amounts greater than US$2 million per month between April, 1 2021 and June 30, 2022 through Communication “A” 7230 and “A” 7416. Such term was further extended until December 31, 2023 by Communication “A” 7621.
Since November 26, 2021, purchases of air tickets, hotel accommodation, or any tourist service provided abroad, are forbidden to be paid through local credit cards installments.
On July 26, 2022, the Central Bank set up a regime for the sale of soybean which was in effect until August 31, 2022. During such period, producers could acquire foreign currency for up to 30% of the funds obtained from the sale of grains and maintain the remaining 70% into a freely available deposit with variable remuneration depending on the evolution of the official exchange rate (Communication “A” 7556).
Through Decree 576/2022 of September 5, 2022, the government established the “Export Increase Program”, which established an exchange rate of $200 for every USD 1 for exports of soybean until September 30, 2022.
This program was reinstated by means of decree 787/2022 of November 27, 2022, effective from November 28 until December 31, 2022, establishing an exchange rate of Ps.230 for every USD 1 for exports of soybean.
Additionally, the AFIP, by means of General Ruling 4815/2020 dated September 16, 2020, established a mechanism to collect prepayments creditable against income tax and personal asset tax at the 35% rate applicable to transactions liable to the tax locally known as “PAIS” (formation of external assets by individuals and foreign currency-denominated purchases with debt and credit cards). These measures seek to discourage individuals’ demand for foreign currency for saving purposes and credit card spending. By means of General Ruling 5232/22, dated July 14, 2022, the AFIP increase the rate applicable to credit card purchases abroad from 35% to 45%.
Other Regulations
| • | Deposits and Interest Rates |
In order to encourage savings in pesos, by means of Communication “A” 6980 dated April 16, 2020 and effective since April 20, 2020, the Central Bank provided that entities should pay a minimum interest rate on individuals’ time-deposits of up to Ps.1 million not adjustable by UVA or UVI (“Unidad de Vivienda”, in Spanish) based on a percentage of the LELIQ rate.
Current minimum rates for Group “A” financial institutions are as follows:
| 1. | 100 % of the shorter term LELIQ auction rate in pesos prevailing the day before the one in which the deposit is made, or the most recently released rate, as the case may be, to the extent the financial institution’s total time deposits by each individual do not exceed Ps.1 million as of the deposit date. For time-deposits held by two or more individuals, the time-deposit amount is proportionally distributed among holders (75% annual nominal rate). |
| 2. | 88.67 % of the shorter-term LELIQ auction rate in pesos prevailing the day before the one in which the deposit is made, or the most recently released rate, as the case may be, for deposits other than those included in the paragraph above (66.5 annual nominal% rate). |
| • | Foreign Currency Net Global Position |
Effective since December 1, 2021, and by means of Communication “A” 7405, the Central Bank established that the positive net global cash position in foreign currency shall not be over 0% of the RPC.
By means of Communication “A” 7417, the Central Bank established that, when calculating the cash position in foreign currency, entities must deduct the equivalent of five days of consumption of the credit card guaranteed balance for operations abroad.
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| • | Operations with digital assets: |
By means of Communication “A” 7506, the Central Bank prohibited financial entities to carry out or facilitate their clients to carry out operations with digital assets that are not authorized by a competent national regulatory authority or by the Central Bank.
Critical Accounting Policies
The Consolidated Financial Statements as of December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021 and 2020 were prepared by the Bank’s management in compliance with IFRS-IASB, and by applying the basis of consolidation, accounting policies and measurement bases described in Note 2 to the Consolidated Financial Statements, so that they present fairly the Bank’s total equity and financial position as of December 31, 2022 and 2021, and its results of operations and consolidated cash flows for the years ended December 31, 2022, 2021 and 2020.
In preparing the Consolidated Financial Statements, estimates were made in order to recognize and measure the assets, liabilities, income, expenses and commitments reported therein. These estimates relate mainly to the following:
| • | The loss allowance of certain financial assets. |
| • | The fair value of certain unlisted financial assets and liabilities. |
| • | Derivatives and other future transactions. |
| • | The availability of future taxable profit against which deferred tax assets. |
| • | The assumptions used to measure other provisions. |
Although these estimates were made on the basis of the best information available as of December 31, 2022 and 2021 respectively, events that take place in the future might make it necessary to revise these estimates (upwards or downwards) in coming years.
Note 2.3 to our Consolidated Financial Statements contains a summary of our significant accounting policies. We consider certain of these policies to be particularly important due to their effect on the financial reporting of our financial condition and results of operations and because they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Our reported financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of our Consolidated Financial Statements. The nature of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing our Consolidated Financial Statements and the discussion below.
We have identified the accounting policies enumerated below as critical to the understanding of our financial condition and results of operations, since the application of these policies requires significant management assumptions and estimates that could result in materially different amounts to be reported if the assumptions used or underlying circumstances were to change.
| • | Financial instruments - Impairment |
IFRS 9 became effective as of January 1, 2018 and replaced IAS 39 regarding the classification and measurement of financial assets and liabilities, the impairment of financial assets and hedge accounting. For information regarding the classification and measurement of financial instruments under IFRS 9, see Note 2.3.4 to our Consolidated Financial Statements.
| • | Fair value of financial instruments |
The fair value of an asset or a liability on a given date is taken to be the price that would be received upon the sale of an asset, or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date. The most objective and common reference for the fair value of an asset or a liability is the price that would be paid for it on an organized, transparent and active market (“quoted price” or “market price”).
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If there is no market price for a given asset or liability, its fair value is estimated on the basis of the price established in recent transactions involving similar instruments and, in the absence thereof, by using mathematical measurement models sufficiently tried and trusted by the international financial community. Such estimates would take into consideration the specific features of the asset or liability to be measured and, in particular, the various types of risk associated with the asset or liability. However, the limitations inherent to the measurement models developed and the possible inaccuracies of the assumptions required by these models may signify that the fair value of an asset or liability thus estimated does not coincide exactly with the price for which the asset could be sold or the price that would be paid for the transfer of a liability on the date of its measurement.
| • | Derivatives and other future transactions |
These instruments include outstanding foreign currency purchase and sale transactions, outstanding securities purchase and sale transactions, futures transactions relating to securities, exchange rates or interest rates, forward interest rate agreements, options relating to exchange rates, securities or interest rates and various types of financial swaps.
All derivatives are recognized at fair value from the date of arrangement. If the fair value of a derivative is positive, it is recorded as an asset and if it is negative, it is recorded as a liability. Unless there is evidence to the contrary, it is understood that on the date of arrangement the fair value of the derivatives is equal to the transaction price. Changes in the fair value of derivatives after the date of arrangement are recognized in the heading “Gains (losses) on financial assets and liabilities designated at fair value through profit or loss, net” in the consolidated statement of profit or loss.
Specifically, the fair value of the standard financial derivatives included in the held for trading portfolios is equal to their daily quoted price. If, under exceptional circumstances, their quoted price cannot be established on a given date, these derivatives are measured using methods similar to those used to measure over-the-counter (“OTC”) derivatives.
The fair value of OTC derivatives is equal to the sum of the future cash flows arising from the instruments discounted at the measurement date (“present value” or “theoretical value”). These derivatives are measured using methods recognized by the financial markets, including the net present value method and option price calculation models.
| • | Income tax |
In estimating accrued taxes, we assess the relative merits and risks of the appropriate tax treatment considering statutory, judicial and regulatory guidance in the context of the tax position.
Because of the complexity of tax laws and regulations, interpretation can be difficult and subject to legal judgment. It is possible that others, given the same information, may reach different reasonable conclusions regarding the estimated amounts of accrued taxes.
Changes in the estimate of accrued taxes may occur due to changes in tax rates, interpretations of the status of examinations being conducted by various taxing authorities, and newly-enacted statutory and regulatory guidance that affect the relative merits and risks of tax positions. These changes, when they affect accrued taxes, could affect our operating results.
| • | Contingent liabilities |
We are subject to proceedings, lawsuits and other claims related to labor, commercial, civil and other matters. We make determinations of the amount of provisions required, if any, for these contingencies after a careful analysis of each individual issue. The required provisions may change in the future due to new developments in each matter or changes in the settlement strategy.
| A. | Operating Results |
The Consolidated Financial Statements have been prepared in accordance with IFRS-IASB.
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Results of Operations for the Fiscal Years Ended December 31, 2022, 2021 and 2020
Overview
The table below shows the Bank’s consolidated statements of profit or loss and comprehensive income for 2022, 2021 and 2020.
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos) (1) | ||||||||||||||||||||||||||||
| Interest income |
629,349,615 | 418,342,042 | 348,485,355 | 211,007,573 | 50.4 | % | 69,856,687 | 20.0 | % | |||||||||||||||||||
| Interest expenses |
(290,531,288 | ) | (178,058,577 | ) | (121,937,317 | ) | (112,472,711 | ) | 63.2 | % | (56,121,260 | ) | 46.0 | % | ||||||||||||||
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| NET INTEREST INCOME |
338,818,327 | 240,283,465 | 226,548,038 | 98,534,862 | 41.0 | % | 13,735,427 | 6.1 | % | |||||||||||||||||||
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| Fee and commission income |
79,331,852 | 78,123,446 | 69,575,434 | 1,208,406 | 1.5 | % | 8,548,012 | 12.3 | % | |||||||||||||||||||
| Fee and commission expense |
(32,589,024 | ) | (32,020,803 | ) | (33,587,051 | ) | (568,221 | ) | 1.8 | % | 1,566,248 | (4.7 | )% | |||||||||||||||
| Gains on financial assets and liabilities at fair value through profit or loss, net | 14,902,060 | 7,836,507 | 33,045,686 | 7,065,553 | 90.2 | % | (25,209,179 | ) | (76.3 | )% | ||||||||||||||||||
| Gains (Losses) on derecognition of financial assets not measured at fair value through profit or loss, net |
289,948 | (238,226 | ) | (6,791,537 | ) | 528,174 | (221.7 | )% | 6,553,311 | (96.5 | )% | |||||||||||||||||
| Exchange differences, net |
8,076,977 | 10,790,706 | 18,311,006 | (2,713,729 | ) | (25.1 | )% | (7,520,300 | ) | (41.1 | )% | |||||||||||||||||
| Other operating income |
21,162,198 | 15,965,099 | 18,591,077 | 5,197,099 | 32.6 | % | (2,625,978 | ) | (14.1 | )% | ||||||||||||||||||
| Other operating expenses |
(61,720,617 | ) | (52,784,224 | ) | (45,838,980 | ) | (8,936,393 | ) | 16.9 | % | (6,945,244 | ) | 15.2 | % | ||||||||||||||
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| GROSS INCOME |
368,271,721 | 267,955,970 | 279,853,673 | 100,315,751 | 37.4 | % | (11,897,703 | ) | (4.3 | )% | ||||||||||||||||||
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| Administration costs |
(136,119,171 | ) | (124,169,348 | ) | (115,076,790 | ) | (11,949,823 | ) | 9.6 | % | (9,092,558 | ) | 7.9 | % | ||||||||||||||
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| Personnel benefits |
(68,092,239 | ) | (61,121,163 | ) | (59,919,548 | ) | (6,971,076 | ) | 11.4 | % | (1,201,615 | ) | 2.0 | % | ||||||||||||||
| Other administrative expenses |
(68,026,932 | ) | (63,048,185 | ) | (55,157,242 | ) | (4,978,747 | ) | 7.9 | % | (7,890,943 | ) | 14.3 | % | ||||||||||||||
| Depreciation and amortization |
(10,973,223 | ) | (10,872,882 | ) | (11,954,961 | ) | (100,341 | ) | 0.9 | % | 1,082,079 | (9.1 | )% | |||||||||||||||
| Impairment of financial assets |
(31,673,263 | ) | (24,880,294 | ) | (34,885,539 | ) | (6,792,969 | ) | 27.3 | % | 10,005,245 | (28.7 | )% | |||||||||||||||
| Loss on net monetary position |
(133,602,639 | ) | (80,697,148 | ) | (65,494,701 | ) | (52,905,491 | ) | 65.6 | % | (15,202,447 | ) | 23.2 | % | ||||||||||||||
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| NET OPERATING INCOME |
55,903,425 | 27,336,298 | 52,441,682 | 28,567,127 | 104.5 | % | (25,105,384 | ) | (47.9 | )% | ||||||||||||||||||
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| Share of profit of equity accounted investees |
(466,497 | ) | (109,534 | ) | 783,786 | (356,963 | ) | 325.9 | % | (893,320 | ) | (114.0 | )% | |||||||||||||||
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| PROFIT BEFORE TAX |
55,436,928 | 27,226,764 | 53,225,468 | 28,210,164 | 103.6 | % | (25,998,704 | ) | (48.8 | )% | ||||||||||||||||||
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| Income tax benefit (expense) |
2,523,750 | (9,002,525 | ) | (23,622,164 | ) | 11,526,275 | (128.0 | )% | 14,619,639 | (61.9 | )% | |||||||||||||||||
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| PROFIT FOR THE YEAR |
57,960,678 | 18,224,239 | 29,603,304 | 39,736,439 | 218.0 | % | (11,379,065 | ) | (38.4 | )% | ||||||||||||||||||
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| Attributable to owners of the Bank |
58,841,292 | 18,307,836 | 29,551,085 | 40,533,456 | 221.4 | % | (11,243,249 | ) | (38 | )% | ||||||||||||||||||
| Attributable to non-controlling interest |
(880,614 | ) | (83,597 | ) | 52,219 | (797,017 | ) | 953.4 | % | (135,816 | ) | (260.1 | )% | |||||||||||||||
| PROFIT FOR THE YEAR |
57,960,678 | 18,224,239 | 29,603,304 | 39,736,439 | 218.0 | % | (11,379,065 | ) | (38.4 | )% | ||||||||||||||||||
| Items that are or may be reclassified to profit or loss |
||||||||||||||||||||||||||||
| Profit or loss for financial instruments at fair value through other comprehensive income (FVOCI) |
||||||||||||||||||||||||||||
| (Loss) Profit for the year for financial instruments at fair value through other comprehensive income (FVOCI) |
(13,229,567 | ) | (1,903,795 | ) | 14,898,929 | (11,325,772 | ) | 594.9 | % | (16,802,724 | ) | (112.8 | )% | |||||||||||||||
| Adjustment for reclassifications for the year |
(272,217 | ) | 208,433 | 6,791,532 | (480,650 | ) | (230.6 | )% | (6,583,099 | ) | (96.9 | )% | ||||||||||||||||
| Related income tax |
(713,714 | ) | (5,114,406 | ) | (6,087,171 | ) | 4,400,692 | (86.0 | )% | 972,765 | (16.0 | )% | ||||||||||||||||
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| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos) (1) | ||||||||||||||||||||||||||||
| (14,215,498 | ) | (6,809,768 | ) | 15,603,290 | (7,405,730 | ) | 108.8 | % | (22,413,058 | ) | (143.6 | )% | ||||||||||||||||
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| Share in other comprehensive income (OCI) from investees at equity method |
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| Profit/(Loss) for the year for the share in OCI from associates at equity-method |
109,017 | (6,940 | ) | (281,363 | ) | 115,957 | (1670.9 | )% | 274,423 | (97.5 | )% | |||||||||||||||||
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| 109,017 | (6,940 | ) | (281,363 | ) | 115,957 | (1670.9 | )% | 274,423 | (97.5 | )% | ||||||||||||||||||
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| Items that will not be reclassified to profit or loss |
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| Fair value changes for equity instruments at fair value through other comprehensive income (FVOCI) |
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| Profit (Loss) for the year for equity instruments at fair value through other comprehensive income (FVOCI) |
(2,379 | ) | 4,293 | (26,876 | ) | (6,672 | ) | (155.4 | )% | 31,169 | (116.0 | )% | ||||||||||||||||
| Related income tax |
— | — | 5,271 | — | — | (5,271 | ) | (100.0 | )% | |||||||||||||||||||
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| (2,379 | ) | 4,293 | (21,605 | ) | (6,672 | ) | (155.4 | )% | 25,898 | (119.9 | )% | |||||||||||||||||
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| Other comprehensive (loss) income, net of tax |
(14,108,860 | ) | (6,812,415 | ) | 15,300,322 | (7,296,445 | ) | 107.1 | % | (22,112,737 | ) | (144.5 | )% | |||||||||||||||
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| Total comprehensive income for the year |
43,851,818 | 11,411,824 | 44,903,626 | 32,439,994 | 284.3 | % | (33,491,802 | ) | (74.6 | )% | ||||||||||||||||||
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| COMPREHENSIVE INCOME (LOSS): |
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| Attributable to owners of the Bank |
44,732,445 | 11,495,421 | 44,851,410 | 33,237,024 | 289.1 | % | (33,355,989 | ) | (74.4 | )% | ||||||||||||||||||
| Attributable to non-controlling interests |
(880,627 | ) | (83,597 | ) | 52,216 | (797,030 | ) | 953.4 | % | (135,813 | ) | (260.1 | )% | |||||||||||||||
| OTHER: |
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| Profit for the year attributable to owners of the Bank per ordinary share (2)(3) |
96.04 | 29.88 | 48.23 | |||||||||||||||||||||||||
| Profit for the year attributable to owners of the Bank per ADS (2)(3)(5) |
288.12 | 89.64 | 144.69 | |||||||||||||||||||||||||
| Diluted profit for the year attributable to owners of the Bank per ordinary share (2)(3) |
96.04 | 29.88 | 48.23 | |||||||||||||||||||||||||
| Diluted profit for the year attributable to owners of the Bank per ADS (2)(3)(5) |
288.12 | 89.64 | 144.69 | |||||||||||||||||||||||||
| Declared dividends per ordinary share (2)(3)(4) |
— | — | 50.03161 | |||||||||||||||||||||||||
| Declared dividends per ordinary share (in US$) |
— | — | 0.5404 | |||||||||||||||||||||||||
| Declared dividends per ADS (2)(3)(4)(5) |
— | — | 150.0948 | |||||||||||||||||||||||||
| Declared dividends per ADS (in US$) |
— | — | 1.621 | |||||||||||||||||||||||||
| Net operating income per ordinary share (2)(3) |
91.25 | 44.62 | 85.60 | |||||||||||||||||||||||||
| Net operating income per ADS (2)(3)(5) |
273.75 | 133.86 | 256.80 | |||||||||||||||||||||||||
| Average ordinary shares outstanding (000s) (3) |
612,671 | 612,671 | 612,671 | |||||||||||||||||||||||||
| (1) | Except percentages, declared dividends per ordinary share (in US$), declared dividends per ADS (in US$), net operating income per ordinary share and net operating income per ADS data and financial ratios. |
| (2) | Based on the average number of ordinary shares outstanding during the year. |
| (3) | The average number of ordinary shares outstanding during a year was computed as the average number of shares outstanding during the twelve months taking into account the outstanding amounts as of the end of each month. |
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| (4) | On March 6, 2023, the Board of Directors resolved not to propose for shareholder approval at the next ordinary and extraordinary shareholders’ meeting, to be held on April 28, 2023, a distribution of cash dividends. For the fiscal year ended December 31, 2021, the dividends in cash declared at the ordinary and extraordinary shareholders’ meetings held on April 29, 2022 were Ps.13,165 million (nominal value). For the fiscal year ended December 31, 2020, the dividends in cash declared at the ordinary and extraordinary shareholders’ meetings held on April 20, 2021 and November 3, 2021 were Ps.7,000 million (nominal value) and Ps.6,500 million (nominal value), respectively. Dividends per ordinary share for each year are calculated taking into account dividends declared in such year and the number of outstanding shares at the end of such year. BCRA Communication “A” 6886, in force since January 31, 2020, provides that financial institutions must have the prior authorization of the Central Bank for the distribution of their results. Subsequently, BCRA issued Communication “A” 7312 whereby financial institutions were not allowed to distribute dividends until at least December 31, 2021. Pursuant to Communication “A” 7421 dated December 16, 2021, the Central Bank enabled financial entities, from January 1, 2022 to December 31, 2022, to distribute dividends for up to 20% of their “distributable profit”. By Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023. |
| (5) | Each ADS represents three ordinary shares. |
The changes in our consolidated statement of profit or loss for 2022, 2021 and 2020 were as follows:
Interest income
The components of our interest income are reflected in the following table.
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Interest on loans to financial institutions |
2,495,452 | 1,840,831 | 3,550,113 | 654,621 | 35.6 | % | (1,709,282 | ) | (48.1 | )% | ||||||||||||||||||
| Interest from overdrafts |
28,767,653 | 16,494,956 | 31,797,188 | 12,272,697 | 74.4 | % | (15,302,232 | ) | (48.1 | )% | ||||||||||||||||||
| Interest from commercial papers |
39,596,631 | 28,643,882 | 29,939,809 | 10,952,749 | 38.2 | % | (1,295,927 | ) | (4.3 | )% | ||||||||||||||||||
| Interest from mortgage loans |
3,042,462 | 3,353,342 | 2,739,783 | (310,880 | ) | (9.3 | )% | 613,559 | 22.4 | % | ||||||||||||||||||
| Interest from car loans |
10,611,023 | 10,849,682 | 8,806,019 | (238,659 | ) | (2.2 | )% | 2,043,663 | 23.2 | % | ||||||||||||||||||
| Interest from credit card loans |
62,619,226 | 49,780,744 | 55,004,119 | 12,838,482 | 25.8 | % | (5,223,375 | ) | (9.5 | )% | ||||||||||||||||||
| Interest from financial leases |
1,971,750 | 1,864,308 | 1,591,658 | 107,442 | 5.8 | % | 272,650 | 17.1 | % | |||||||||||||||||||
| Interest from consumer loans |
32,075,984 | 28,325,500 | 28,116,371 | 3,750,484 | 13.2 | % | 209,129 | 0.7 | % | |||||||||||||||||||
| Interest from other loans |
44,405,294 | 33,077,508 | 33,135,157 | 11,327,786 | 34.2 | % | (57,649 | ) | (0.2 | )% | ||||||||||||||||||
| Premium for reverse repurchase agreements |
31,858,523 | 73,245,986 | 14,573,094 | (41,387,463 | ) | (56.5 | )% | 58,672,892 | 402.6 | % | ||||||||||||||||||
| Interest from government securities |
256,501,695 | 104,122,019 | 98,980,559 | 152,379,676 | 146.3 | % | 5,141,460 | 5.2 | % | |||||||||||||||||||
| Interest from private securities |
662,812 | 305,251 | 67,964 | 357,561 | 117.1 | % | 237,287 | 349.1 | % | |||||||||||||||||||
| Interest from loans for the prefinancing and financing of exports |
725,826 | 1,906,230 | 4,202,873 | (1,180,404 | ) | (61.9 | )% | (2,296,643 | ) | (54.6 | )% | |||||||||||||||||
| Stabilization Coefficient (CER) clause |
82,083,427 | 35,685,175 | 7,488,289 | 46,398,252 | 130.0 | % | 28,196,886 | 376.5 | % | |||||||||||||||||||
| UVA clause adjustment (1) |
31,382,577 | 27,161,517 | 27,146,174 | 4,221,060 | 15.5 | % | 15,343 | 0.1 | % | |||||||||||||||||||
| Other financial income |
549,280 | 1,685,111 | 1,346,185 | (1,135,831 | ) | (67.4 | )% | 338,926 | 25.2 | % | ||||||||||||||||||
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| 629,349,615 | 418,342,042 | 348,485,355 | 211,007,573 | 50.4 | % | 69,856,687 | 20.0 | % | ||||||||||||||||||||
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| (1) | The UVA is an index determined by the Central Bank, reflecting the variation of one one-thousandth of the average value of a square meter built for housing in Argentina (such that 1,000 UVAs are equivalent to one square meter). This value was initially set at Ps.14.05 and is updated daily based on the variation in the Reference Stabilization Coefficient (CER) since March 31, 2016. The CER is an index that reflects the variation in inflation in Argentina and is calculated based on the daily variations in the CPI as determined by the INDEC. |
The Bank’s interest income increased in 2022 compared to 2021 primarily due to an increase in interest from government securities, explained both by an increase in the position of BCRA liquidity bills (LELIQ) and inflation-linked (CER) National Treasury bonds, which was partially offset by a decrease in premium for reverse repurchase agreements, mainly due to a low level of deposits and a decrease in interest from loans for the prefinancing and financing for export, mainly due to a low level of such activity.
The Bank’s interest income increased in 2021 compared to 2020 primarily due to an increase in premium for reverse repurchase agreements, mainly due to a high level of deposits and an increase in the Stabilization Coefficient (CER) clause adjustment, primarily on income from government securities linked to such index, which was partially offset by a decrease in interest from overdrafts and interest from credit card loans mainly due to a lower portfolio of these two financial products compared to the previous year.
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The variation in the interest component of interest income for the year ended December 31, 2022 resulted mostly from an increase in the average real rates of interest-earning assets and, to a lesser extent, an increase in the average volume of interest-earning assets.
The variation in the interest component of interest income for the year ended December 31, 2021 resulted mostly from an increase in the average volume of interest earning assets partially offset by a decrease in the average real rates of interest-earning assets.
The following table sets forth the changes in the interest component of interest and other income due to increases or decreases in the volume of interest-earning assets and increases or decreases in the average real rates of interest-earning assets.
| December 31, 2022 vs. December 31, 2021 Increase (Decrease) |
December 31, 2021 vs. December 31, 2020 Increase (Decrease) |
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| Change in interest income due to change in: | (in thousands of pesos) | |||||||
| the volume of interest-earning assets |
41,523,053 | 126,896,673 | ||||||
| average real rates of interest-earning assets |
169,484,520 | (57,039,986 | ) | |||||
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|
|
|
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| Net Change |
211,007,573 | 69,856,687 | ||||||
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Interest expenses
The components of our interest expenses are reflected in the following table.
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Savings accounts deposits |
41,268,363 | 27,903,262 | 7,939,125 | 13,365,101 | 47.9 | % | 19,964,137 | 251.5 | % | |||||||||||||||||||
| Time deposits |
214,124,699 | 133,194,794 | 97,721,931 | 80,929,905 | 60.8 | % | 35,472,863 | 36.3 | % | |||||||||||||||||||
| Bank loans |
8,698,548 | 5,197,404 | 4,101,585 | 3,501,144 | 67.4 | % | 1,095,819 | 26.7 | % | |||||||||||||||||||
| Other liabilities |
673,415 | 1,644,297 | 7,828,166 | (970,882 | ) | (59.0 | )% | (6,183,869 | ) | (79.0 | )% | |||||||||||||||||
| Premium for reverse repurchase agreements |
26,871 | 5,515 | — | 21,356 | 387.2 | % | 5,515 | — | ||||||||||||||||||||
| UVA clause adjustment |
25,111,539 | 9,201,782 | 2,972,980 | 15,909,757 | 172.9 | % | 6,228,802 | 209.5 | % | |||||||||||||||||||
| Interest on the lease liability |
621,630 | 903,203 | 1,098,215 | (281,573 | ) | (31.2 | )% | (195,012 | ) | (17.8 | )% | |||||||||||||||||
| Other |
6,223 | 8,320 | 275,315 | (2,097 | ) | (25.2 | )% | (266,995 | ) | (97.0 | )% | |||||||||||||||||
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| 290,531,288 | 178,058,577 | 121,937,317 | 112,472,711 | 63.2 | % | 56,121,260 | 46.0 | % | ||||||||||||||||||||
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The Bank’s interest expenses increased in 2022 compared to 2021 primarily due to an increase in interest expenses from time deposits, mainly due to a higher volume of interest expenses related to the wholesale sector and an increase in interest expenses from time deposits with UVA clause adjustment due to an increase in the volume of such deposits, which were partially offset by a decrease in interest expenses from other liabilities mainly due to lower interest paid to financial institutions.
The Bank’s interest expenses increased in 2021 compared to 2020 primarily due to an increase in interest expenses from time deposits, mainly due to a higher volume of expenses related to the wholesale sector and an increase in interest expenses from savings accounts deposits due to an increase in the volume of savings deposits, which were partially offset by a decrease in interest expenses from other liabilities mainly due to the amortization of the last class of corporate bonds issued by the Bank in December 2020.
The variation in the interest component of interest expenses for the year ended December 31, 2022 resulted mostly from an increase in the average real rates of interest-bearing liabilities and, to a significant lesser extent, an increase in the average volume of interest-bearing liabilities.
The variation in the interest component of interest expenses for the year ended December 31, 2021 resulted mostly from an increase in the average volume of interest-bearing liabilities and, to a significant lesser extent, an increase in the average real rates of interest-bearing liabilities.
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The following table sets forth the changes in the interest component of interest expenses due to increases or decreases in the volume of interest-bearing liabilities and increases or decreases in the average nominal rates of interest-bearing liabilities.
| December 31, 2022 vs. December 31, 2021 Increase (Decrease) |
December 31, 2021 vs. December 31, 2020 Increase (Decrease) |
|||||||
| Change in interest expenses due to change in: | (in thousands of pesos) | |||||||
| the volume of interest-bearing liabilities |
22,509,354 | 50,808,839 | ||||||
| average real rates of interest-bearing liabilities |
90,866,561 | 4,409,217 | ||||||
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| Net Change |
113,375,915 | 55,218,056 | ||||||
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Net interest income
The following table sets forth the changes in the components of our net interest income for the periods discussed herein:
| December 31, 2022 vs. December 31, 2021 Increase (Decrease) |
December 31, 2021 vs. December 31, 2020 Increase (Decrease) |
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| Net interest income due to changes in: | (in thousands of pesos) | |||||||
| the volume of interest-earning assets and interest-bearing liabilities |
19,013,699 | 76,087,834 | ||||||
| average real rates of interest-earning assets and interest-bearing liabilities |
78,617,959 | (61,449,203 | ) | |||||
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|
|
|
|||||
| Net Change |
97,631,658 | 14,638,631 | ||||||
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The changes in net interest income are due to the changes in interest income and interest expense as explained above.
See “Item 4. Information on the Company—E. Selected Statistical Information—Average Balance Sheets, Interest Earned on Interest-Earning Assets and Interest Paid on Interest-Bearing Liabilities” and “Item 4. Information on the Company—E. Selected Statistical Information—Interest-Earning Assets: Net Interest Margin and Spread”.
Fee and commission income
The following table provides a breakdown of our fee and commission income by category.
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Linked to deposits |
33,755,718 | 32,811,467 | 35,321,709 | 944,251 | 2.9 | % | (2,510,242 | ) | (7.1 | )% | ||||||||||||||||||
| Linked to credit cards |
37,622,018 | 36,315,676 | 25,211,716 | 1,306,342 | 3.6 | % | 11,103,960 | 44.0 | % | |||||||||||||||||||
| Linked to securities |
907,751 | 1,128,510 | 945,540 | (220,759 | ) | (19.6 | )% | 182,970 | 19.4 | % | ||||||||||||||||||
| From guarantees granted |
3,554 | 18,311 | 11,235 | (14,757 | ) | (80.6 | )% | 7,076 | 63.0 | % | ||||||||||||||||||
| Insurance agent fee |
3,521,043 | 3,840,993 | 4,227,101 | (319,950 | ) | (8.3 | )% | (386,108 | ) | (9.1 | )% | |||||||||||||||||
| From foreign currency transactions |
3,521,768 | 4,008,489 | 3,858,133 | (486,721 | ) | (12.1 | )% | 150,356 | 3.9 | % | ||||||||||||||||||
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| 79,331,852 | 78,123,446 | 69,575,434 | 1,208,406 | 1.5 | % | 8,548,012 | 12.3 | % | ||||||||||||||||||||
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The Bank’s fee and commission income increased in 2022 compared to 2021 primarily due to an increase in fee and commissions linked to credit cards, mainly due to more activity and consumption with credit cards, and an increase in fee and commissions linked to deposits, due to a higher volume of savings accounts, which were partially offset by a decrease in fee and commissions from foreign currency transactions related to lower activity in connection with exchange operations and a decrease in fee and commissions from insurance agent fee related to lower activity in connection with insurance operations.
The Bank’s fee and commission income increased in 2021 compared to 2020 primarily due to an increase in fee and commissions linked to credit cards, mainly due to higher activity, and an increase in fee and commissions linked to securities, due to higher activity related to mutual funds, which were partially offset by a decrease in fee and commissions linked to deposits, that include fees accrued on deposits, especially in saving accounts, and other liabilities from financial transactions, such as those arising from activity in current accounts and collections on behalf of third parties, and a decrease in fee and commissions from insurance agent fee related to lower activity in connection with insurance operations.
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Fee and commission expense
The table below shows a breakdown of our fee and commission expense by category.
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| For credit and debit cards |
23,080,728 | 23,312,872 | 25,064,694 | (232,144 | ) | (1.0 | )% | (1,751,822 | ) | (7.0 | )% | |||||||||||||||||
| Linked to transactions with securities |
15,701 | 23,315 | 13,331 | (7,614 | ) | (32.7 | )% | 9,984 | 74.9 | % | ||||||||||||||||||
| For foreign trade transactions |
985,471 | 993,322 | 818,725 | (7,851 | ) | (0.8 | )% | 174,597 | 21.3 | % | ||||||||||||||||||
| For promotions |
2,612,891 | 3,067,844 | 5,135,677 | (454,953 | ) | (14.8 | )% | (2,067,833 | ) | (40.3 | )% | |||||||||||||||||
| Other commission expenses |
5,894,233 | 4,623,450 | 2,554,624 | 1,270,783 | 27.5 | % | 2,068,826 | 81.0 | % | |||||||||||||||||||
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| 32,589,024 | 32,020,803 | 33,587,051 | 568,221 | 1.8 | % | (1,566,248 | ) | (4.7 | )% | |||||||||||||||||||
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The Bank’s fee and commission expense increased in 2022 compared to 2021 primarily due to an increase in other commission expenses mainly due to commissions for cobranding, which were partially offset by a decrease in fee and commission expenses for promotions related to digital sales and a decrease in fee and commissions expenses for credit and debit cards due to lower expenses in travel assistance Visa cards.
The Bank’s fee and commission expense decreased in 2021 compared to 2020 primarily due to a decrease in fee and commissions expenses for credit and debit cards due to lower commissions paid in relation to the LATAM loyalty program and a decrease in fee and commission expenses for promotions related to digital sales, which were partially offset by an increase in other commission expenses mainly due to commissions for cobranding, and an increase in fee and commissions expenses for foreign trade transactions mainly due to an increase in import and export activity.
Gains on financial assets and liabilities at fair value through profit or loss, net
The table below shows a breakdown of our gain on financial assets and liabilities at fair value through profit or loss, net by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Gain from foreign currency forward transactions |
1,492,046 | 6,309,957 | 9,002,174 | (4,817,911 | ) | (76.4 | )% | (2,692,217 | ) | (29.9 | )% | |||||||||||||||||
| Income from debt and equity instruments |
12,843,272 | 3,734,512 | 22,366,638 | 9,108,760 | 243.9 | % | (18,632,126 | ) | (83.3 | )% | ||||||||||||||||||
| Gain from the sale of financial assets |
500,304 | — | — | 500,304 | — | — | — | |||||||||||||||||||||
| Interest rate swaps |
101,095 | 94,492 | 215,575 | 6,603 | 7.0 | % | (121,083 | ) | (56.2 | )% | ||||||||||||||||||
| (Loss)/Gains from put options |
(34,657 | ) | (2,302,454 | ) | 1,461,299 | 2,267,797 | (98.5 | )% | (3,763,753 | ) | (257.6 | )% | ||||||||||||||||
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| 14,902,060 | 7,836,507 | 33,045,686 | 7,065,553 | 90.2 | % | (25,209,179 | ) | (76.3 | )% | |||||||||||||||||||
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The Bank’s gain on financial assets and liabilities at fair value through profit or loss, net, increased in 2022 compared to 2021 primarily due to an increase in income from debt and equity instruments primarily due to a higher volume and higher interest generated by the LELIQ portfolio, and increased income from the sale of financial assets which were partially offset by a decrease in gains from foreign currency forward transactions related to NDF BBVA Madrid and a loss from put options resulting from the sale of the Bank’s remaining stake in Prisma Medios de Pago S.A.. As of October 1, 2021, the Bank, together with the rest of Prisma Medios de Pago S.A.’s Class B shareholders, gave notice of the exercise of the put option to sell the remaining 49% of its shareholding stake in Prisma Medios de Pago S.A.
The Bank’s gain on financial assets and liabilities at fair value through profit or loss, net, decreased in 2021 compared to 2020 primarily due to a decrease in income from debt and equity instruments primarily due to the effective rate of interests gained through BCRA’s LELIQ, which did not compensate the inflation rate in 2021, the loss generated for the write-off from the balance sheet of the Prisma Medios de Pago S.A. put option. As of October 1, 2021, the Bank, together with the rest of Prisma Medios de Pago S.A.’s Class B shareholders, gave notice of the exercise of the put option to sell the remaining 49% of its shareholding stake in Prisma Medios de Pago S.A.
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Losses/ gains on derecognition of financial assets not measured at fair value through profit or loss
The table below shows a breakdown of our losses/gains on derecognition of financial assets not measured at fair value through profit or loss, net by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Income /(loss) from sale of government securities |
217,979 | (237,182 | ) | (6,788,453 | ) | 455,161 | (191.9 | )% | 6,551,271 | (96.5 | )% | |||||||||||||||||
| Income / (loss) from sale of private securities |
71,969 | (1,044 | ) | (3,084 | ) | 73,013 | (6,993.6 | )% | 2,040 | (66.1 | )% | |||||||||||||||||
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| 289,948 | (238,226 | ) | (6,791,537 | ) | 528,174 | (221.7 | )% | 6,553,311 | (96.5 | )% | ||||||||||||||||||
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The Bank’s gains on derecognition of financial assets not measured at fair value through profit or loss increased in 2022 compared to a loss in 2021 primarily due to an increase in sales of government securities, mainly those denominated in foreign currency.
The Bank’s losses on derecognition of financial assets not measured at fair value through profit or loss decreased in 2021 compared to 2020 primarily due to a decrease in sales of government securities, mainly those denominated in foreign currency.
Exchange differences, net
The following table provides a breakdown of our exchange differences, net by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Conversion of foreign currency assets and liabilities into pesos |
(4,417,520 | ) | (2,128,929 | ) | 474,397 | (2,288,591 | ) | 107.5 | % | (2,603,326 | ) | (548.8 | )% | |||||||||||||||
| Income from trading in foreign currency |
12,494,497 | 12,919,635 | 17,836,609 | (425,138 | ) | (3.3 | )% | (4,916,974 | ) | (27.6 | )% | |||||||||||||||||
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| 8,076,977 | 10,790,706 | 18,311,006 | (2,713,729 | ) | (25.1 | )% | (7,520,300 | ) | (41.1 | )% | ||||||||||||||||||
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The Bank’s exchange differences, net, decreased in 2022 compared to 2021 and in 2021 compared to 2020, primarily due to a decrease in income from trading in foreign currency mainly due to a decrease in traded volume and government restrictions affecting foreign currency.
For more information see “Item 3. Key Information—D.Risk Factors—Risks relating to Argentina— Exchange controls and restrictions on capital inflows and outflows could have a material adverse effect on Argentine public sector activity, and, as a result, on our business”.
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Other operating income
The following table shows a breakdown of other operating income by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Rental of safe deposit boxes |
2,925,146 | 3,117,323 | 3,299,502 | (192,177 | ) | (6.2 | )% | (182,179 | ) | (5.5 | )% | |||||||||||||||||
| Adjustments and interest on miscellaneous receivables |
6,829,641 | 4,918,830 | 5,534,543 | 1,910,811 | 38.8 | % | (615,713 | ) | (11.1 | )% | ||||||||||||||||||
| Gain from the sale of non-current assets held for sale |
456,042 | — | — | 456,042 | — | — | — | |||||||||||||||||||||
| Proceeds from electronic transactions |
366,440 | 411,110 | 549,594 | (44,670 | ) | (10.9 | )% | (138,484 | ) | (25.2 | )% | |||||||||||||||||
| Income related to foreign trade |
348,181 | 485,308 | 491,252 | (137,127 | ) | (28.3 | )% | (5,944 | ) | (1.2 | )% | |||||||||||||||||
| Services rendered |
825,182 | 752,919 | 794,184 | 72,263 | 9.6 | % | (41,265 | ) | (5.2 | )% | ||||||||||||||||||
| Result for initial recognition of public titles |
— | 29,794 | — | (29,794 | ) | (100.0 | )% | 29,794 | — | |||||||||||||||||||
| Other operating income |
9,411,566 | 6,249,815 | 7,922,002 | 3,161,751 | 50.6 | % | (1,672,187 | ) | (21.1 | )% | ||||||||||||||||||
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| 21,162,198 | 15,965,099 | 18,591,077 | 5,197,099 | 32.6 | % | (2,625,978 | ) | (14.1 | )% | |||||||||||||||||||
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The Bank’s other operating income increased in 2022 compared to 2021 primarily due to an increase in other operating income due to higher other operating income, and an increase in adjustments and interest on miscellaneous receivables due to the UVA accrual adjustment on loans granted to Prisma Medio de Pago S.A, which were partially offset by a decrease in rental of safe deposit boxes and decreased income related to foreign trade. On July 13, 2022, the building of Fundación BBVA was sold, and the result from the sale was registered as a gain from the sale of non-current assets held for sale.
The Bank’s other operating income decreased in 2021 compared to 2020 primarily due to a decrease in other operating income due to lower allowance recovery and a decrease in adjustments and interest on miscellaneous receivables due to lower interest received through the FONDEP, which is a trust that aims to facilitate access to financing for projects that promote investment in strategic sectors for the economic and social development of Argentina.
Other operating expenses
The following table shows a breakdown of other operating expenses by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Contributions to the Deposits Guarantee Fund |
2,032,751 | 2,193,577 | 2,048,439 | (160,826 | ) | (7.3 | )% | 145,138 | 7.1 | % | ||||||||||||||||||
| Turnover tax |
40,862,687 | 33,181,788 | 23,865,474 | 7,680,899 | 23.1 | % | 9,316,314 | 39.0 | % | |||||||||||||||||||
| Provisions for legal and administrative proceedings |
3,886,483 | 474,222 | 2,954,912 | 3,412,261 | 719.5 | % | (2,480,690 | ) | (84.0 | )% | ||||||||||||||||||
| Provisions for reorganization |
2,373,713 | 4,411,298 | 8,405,332 | (2,037,585 | ) | (46.2 | )% | (3,994,034 | ) | (47.5 | )% | |||||||||||||||||
| Expected credit losses on financial guarantee and loan commitments |
2,044,813 | 1,382,454 | 1,580,949 | 662,359 | 47.9 | % | (198,495 | ) | (12.6 | )% | ||||||||||||||||||
| Damage claims |
1,478,605 | 610,158 | 252,252 | 868,447 | 142.3 | % | 357,906 | 141.9 | % | |||||||||||||||||||
| Loss on initial recognition of loans bearing below market interest rate |
4,206,914 | 3,834,403 | 1,844,065 | 372,511 | 9.7 | % | 1,990,338 | 107.9 | % | |||||||||||||||||||
| Loss from sale or impairment of investment properties and other non-financial assets |
12,062 | 75,821 | — | (63,759 | ) | (84.1 | )% | 75,821 | — | |||||||||||||||||||
| Other operating expenses |
4,822,589 | 6,620,503 | 4,887,557 | (1,797,914 | ) | (27.2 | )% | 1,732,946 | 35.5 | % | ||||||||||||||||||
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| 61,720,617 | 52,784,224 | 45,838,980 | 8,936,393 | 16.9 | % | 6,945,244 | 15.2 | % | ||||||||||||||||||||
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The Bank’s other operating expenses increased in 2022 compared to 2021 primarily due to an increase in turnover tax, especially driven by higher income from LELIQ, and an increase in provisions for legal and administrative proceedings, mainly related to the increase in credit card purchase limits and the provision for commercial lawsuits, which were partially offset by a decrease in provisions for reorganization aligning the organizational structure with the corporate strategy and a decrease in other operating expenses, mainly due to a decrease in life insurance paid for leasing loans.
The Bank’s other operating expenses increased in 2021 compared to 2020 primarily due to an increase in turnover tax due to a higher volume of activity and an increase in loss on initial recognition of loans bearing below market interest rate related to the operation of credit cards in which the Bank offered discounts to its customers on purchases at participating stores, which were partially offset by a decrease in provisions for reorganization aligning the organizational structure with the corporate strategy and a decrease in expected credit losses on financial guarantee and loan commitments due to a decrease in commercial activities.
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Administration costs
Administration costs include personnel benefits and other administrative expenses.
The following table shows a breakdown of personnel benefits by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Salaries |
37,440,628 | 36,440,043 | 38,081,186 | 1,000,585 | 2.7 | % | (1,641,143 | ) | (4.3 | )% | ||||||||||||||||||
| Social security charges |
11,746,203 | 10,807,161 | 10,395,529 | 939,042 | 8.7 | % | 411,632 | 4.0 | % | |||||||||||||||||||
| Personnel compensations and rewards |
2,851,951 | 1,453,204 | 1,284,268 | 1,398,747 | 96.3 | % | 168,936 | 13.2 | % | |||||||||||||||||||
| Personnel services |
1,512,186 | 1,143,901 | 1,275,827 | 368,285 | 32.2 | % | (131,926 | ) | (10.3 | )% | ||||||||||||||||||
| Other short term personnel benefits |
13,820,668 | 10,535,005 | 8,168,604 | 3,285,663 | 31.2 | % | 2,366,401 | 29.0 | % | |||||||||||||||||||
| Termination benefits |
224,244 | 252,580 | 243,408 | (28,336 | ) | (11.2 | )% | 9,172 | 3.8 | % | ||||||||||||||||||
| Fees to Bank Directors and Supervisory Committee |
114,791 | 127,768 | 176,967 | (12,977 | ) | (10.2 | )% | (49,199 | ) | (27.8 | ) | |||||||||||||||||
| Other long term benefits |
381,568 | 361,501 | 293,759 | 20,067 | 5.6 | % | 67,742 | 23.1 | % | |||||||||||||||||||
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| 68,092,239 | 61,121,163 | 59,919,548 | 6,971,076 | 11.4 | % | 1,201,615 | 2.0 | % | ||||||||||||||||||||
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The Bank’s personnel benefits increased in 2022 compared to 2021 primarily due to an increase in other short term personnel benefits and personnel compensations and rewards due to the increase in the variable remuneration of the Bank’s employees and an increase employee training expenditures, which were partially offset by a decrease in termination benefits and fees to Bank Directors and Supervisory Committee.
The Bank’s personnel benefits increased in 2021 compared to 2020 primarily due to an increase in other short-term personnel benefits and social security charges due to the increase in the variable remuneration of the Bank’s employees, which was partially offset by a decrease in salaries as a result of the method used to calculate salary increases agreed with the unions and a decrease in personnel services like medicine services and training.
The following table shows a breakdown of other administrative expenses by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Travel expenses |
643,792 | 316,949 | 349,270 | 326,843 | 103.1 | % | (32,321 | ) | (9.3 | )% | ||||||||||||||||||
| Administrative expenses |
6,197,804 | 6,230,705 | 4,769,295 | (32,901 | ) | (0.5 | )% | 1,461,410 | 30.6 | % | ||||||||||||||||||
| Security services |
1,799,102 | 2,078,355 | 2,258,434 | (279,253 | ) | (13.4 | )% | (180,079 | ) | (8.0 | )% | |||||||||||||||||
| Other fees |
2,279,254 | 2,690,136 | 2,841,603 | (410,882 | ) | (15.3 | )% | (151,467 | ) | (5.3 | )% | |||||||||||||||||
| Insurance |
645,592 | 742,295 | 652,736 | (96,703 | ) | (13.0 | )% | 89,559 | 13.7 | % | ||||||||||||||||||
| Rent |
10,497,523 | 7,966,763 | 5,516,275 | 2,530,760 | 31.8 | % | 2,450,488 | 44.4 | % | |||||||||||||||||||
| Stationery and supplies |
85,660 | 125,426 | 202,279 | (39,766 | ) | (31.7 | )% | (76,853 | ) | (38.0 | )% | |||||||||||||||||
| Electricity and communications |
2,479,506 | 2,773,520 | 3,011,517 | (294,014 | ) | (10.6 | )% | (237,997 | ) | (7.9 | )% | |||||||||||||||||
| Advertising |
3,509,024 | 3,072,843 | 2,113,541 | 436,181 | 14.2 | % | 959,302 | 45.4 | % | |||||||||||||||||||
| Taxes |
14,459,626 | 13,357,525 | 13,202,471 | 1,102,101 | 8.3 | % | 155,054 | 1.2 | % | |||||||||||||||||||
| Maintenance costs |
6,616,785 | 6,947,956 | 6,545,166 | (331,171 | ) | (4.8 | )% | 402,790 | 6.2 | % | ||||||||||||||||||
| Armored transportation services |
7,275,411 | 8,017,658 | 6,483,439 | (742,247 | ) | (9.3 | )% | 1,534,219 | 23.7 | % | ||||||||||||||||||
| Other administrative expenses |
11,537,853 | 8,728,054 | 7,211,216 | 2,809,799 | 32.2 | % | 1,516,838 | 21.0 | % | |||||||||||||||||||
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| 68,026,932 | 63,048,185 | 55,157,242 | 4,978,747 | 7.9 | % | 7,890,943 | 14.3 | % | ||||||||||||||||||||
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The Bank’s other administrative expenses increased in 2022 compared to 2021 primarily due to an increase in rent as a consequence of the increase in the exchange rate, due to the fact that most lease contracts are denominated in foreign currency, and an increase in other administrative expense due to IT processing which were partially offset by a decrease in armored transportation services due to lower service costs paid by the Bank and a decrease in other fees mainly due to lower costs in services paid to external lawyers.
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The Bank’s other administrative expenses increased in 2021 compared to 2020 primarily due to an increase in rent as a consequence of the increase in the exchange rate, due to the fact that most lease contracts are denominated in foreign currency, an increase in armored transportation services due to higher service costs paid by the Bank, an increase in other administrative expenses due to IT processing, and an increase in administrative expenses principally due to payments of services of external suppliers, which were partially offset by a decrease in electricity and communications mainly due to the eco-efficiency program carried out by the Bank, a decrease in security services due to lower costs related to private security, and a decrease in other fees mainly due to lower costs in services paid to external lawyers.
Depreciation and amortization
The following table shows a breakdown of depreciation and amortization by category:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Depreciation of property and equipment |
7,287,884 | 8,223,742 | 8,897,763 | (935,858 | ) | (11.4 | )% | (674,021 | ) | (7.6 | )% | |||||||||||||||||
| Depreciation of investment properties |
302,815 | 103,716 | 103,437 | 199,099 | 192.0 | % | 279 | 0.3 | % | |||||||||||||||||||
| Amortization of intangible assets |
657,996 | 421,235 | 907,194 | 236,761 | 56.2 | % | (485,959 | ) | (53.6 | )% | ||||||||||||||||||
| Amortization of rights to use leased real estate |
2,018,680 | 2,033,243 | 2,043,791 | (14,563 | ) | (0.7 | )% | (10,548 | ) | (0.5 | )% | |||||||||||||||||
| Depreciation of other assets |
2,087 | 17,521 | 2,776 | (15,434 | ) | (88.1 | )% | 14,745 | 531.2 | % | ||||||||||||||||||
| Loss from sale or impairment of property, plant and equipment |
703,761 | 73,425 | — | 630,336 | 858.5 | % | 73,425 | — | ||||||||||||||||||||
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| 10,973,223 | 10,872,882 | 11,954,961 | 100,341 | 0.9 | % | (1,082,079 | ) | (9.1 | )% | |||||||||||||||||||
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The Bank’s depreciation and amortization was flat in 2022 compared to 2021 primarily due to a decrease in depreciation of property and equipment and depreciation of other assets which were offset by an increase in loss from sale or impairment of property and equipment due to the impairment in the book value of certain properties and increased in amortization of intangible assets.
The Bank’s depreciation and amortization decreased in 2021 compared to 2020 primarily due to a decrease in depreciation of property and equipment and a decrease in amortization of intangible assets due to the termination of the useful life of certain assets during 2021 that resulted in lower amortization than in 2020, which were partially offset by an increase in loss from sale or impairment of property and equipment due to the impairment in the book value of two properties.
Impairment of financial assets
At December 31, 2022 the non-performing loan ratio was 1.13% compared to 1.87% at December 31, 2021. The decrease in the non-performing loan ratio is due to the positive performance of the credit portfolio during 2022. BBVA Argentina has the lowest non-performing loan ratio in the Argentine financial system (source: BCRA).
The non-performing loan portfolio amounted to Ps.12,580.8 million at December 31, 2022 representing a 32.8% decrease compared with Ps.18,739.4 million at December 31, 2021 which in turn represented a 17.2% increase compared with Ps.15,984.4 million at December 31, 2020 due to a decrease in non-performing loans in the wholesale portfolio.
The impairment of financial assets increased in 2022 compared to 2021 mainly due to the inflationary context, the update of parameters of the expected loss model due to the global macroeconomic context, and the downgrade of the sovereign rating of national government bonds.
Loss on net monetary position
In a hyperinflationary economy, reporting of operating results and financial position in the local currency without restatement is generally not considered useful to investors. Money loses purchasing power at such a rate that compares amounts from transactions and other events that have occurred at different times, even within the same accounting period, can be different or misleading.
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The table below sets forth the Bank’s net monetary inflation adjustment effect, which has been calculated by applying the CPI to monetary assets and liabilities:
| Year ended December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||||||
| Cash and cash equivalents |
(207,564,086 | ) | (179,333,328 | ) | (141,667,480 | ) | (28,230,758 | ) | 15.7 | % | (37,665,848 | ) | 26.6 | % | ||||||||||||||
| Loans and other receivables, net |
(516,941,811 | ) | (374,980,754 | ) | (252,217,086 | ) | (141,961,057 | ) | 37.9 | % | (122,763,668 | ) | 48.7 | % | ||||||||||||||
| Investment securities |
(381,208,337 | ) | (144,204,629 | ) | (125,310,268 | ) | (237,003,708 | ) | 164.4 | % | (18,894,361 | ) | 15.1 | % | ||||||||||||||
| Financial assets pledged as collateral |
(28,236,491 | ) | (17,388,985 | ) | (8,974,504 | ) | (10,847,506 | ) | 62.4 | % | (8,414,481 | ) | 93.8 | % | ||||||||||||||
| All other assets |
(35,559,630 | ) | (37,707,852 | ) | (41,166,883 | ) | 2,148,222 | (5.7 | )% | 3,459,031 | (8.4 | )% | ||||||||||||||||
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| TOTAL ASSETS (A) |
(1,169,510,355 | ) | (753,615,548 | ) | (569,336,221 | ) | (415,894,807 | ) | 55.2 | % | (184,279,327 | ) | 32.4 | % | ||||||||||||||
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| LIABILITIES |
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| Deposits |
853,181,929 | 553,276,025 | 410,277,253 | 299,905,904 | 54.2 | % | 142,998,772 | 34.9 | % | |||||||||||||||||||
| Other financial liabilities |
83,586,945 | 48,842,917 | 36,156,098 | 34,744,028 | 71.1 | % | 12,686,819 | 35.1 | % | |||||||||||||||||||
| Bank loans |
12,276,318 | 9,153,684 | 8,381,234 | 3,122,634 | 34.1 | % | 772,450 | 9.2 | % | |||||||||||||||||||
| Corporate bonds issued |
423,767 | 950,322 | 4,509,626 | (526,555 | ) | (55.4 | )% | (3,559,304 | ) | (78.9 | )% | |||||||||||||||||
| Income tax liabilities |
762,247 | 1,599,752 | 5,686,200 | (837,505 | ) | (52.4 | )% | (4,086,448 | ) | (71.9 | )% | |||||||||||||||||
| All other liabilities |
85,676,510 | 59,095,700 | 38,831,109 | 26,580,810 | 45.0 | % | 20,264,591 | 52.2 | % | |||||||||||||||||||
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| TOTAL LIABILITIES (B) |
1,035,907,716 | 672,918,400 | 503,841,520 | 362,989,316 | 53.9 | % | 169,076,880 | 33.6 | % | |||||||||||||||||||
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| Net monetary inflation adjustments (A) + (B) |
(133,602,639 | ) | (80,697,148 | ) | (65,494,701 | ) | (52,905,491 | ) | 65.6 | % | (15,202,447 | ) | 23.2 | % | ||||||||||||||
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| • | Exchange Rates |
The following tables show the annual high, low, average and period-end exchange rate for US$1.00 for the periods indicated. The exchange rate is calculated by the Central Bank based on the information provided by financial institutions on the exchange rate for trading of U.S. dollars for settled transactions in Argentine pesos and U.S. dollars. Such information must be representative of the prevailing market conditions. After gathering this information, the Central Bank calculates the daily exchange rate using the formula set out in Annex I of Communication “A” 3500.
The Federal Reserve Bank of New York does not report a noon buying rate for pesos.
| High (1) | Low (1) | Average (2) | Period-end | |||||||||||||
| Year /Period |
(in pesos per US$1.00) | |||||||||||||||
| 2018 |
40.8967 | 18.4158 | 28.0937 | 37.8083 | ||||||||||||
| 2019 |
60.0033 | 37.0350 | 48.2423 | 59.8950 | ||||||||||||
| 2020 |
84.1450 | 59.8152 | 70.5941 | 84.1450 | ||||||||||||
| 2021 |
102.7500 | 84.7033 | 95.1615 | 102.7500 | ||||||||||||
| October 2022 |
156.8950 | 148.2433 | 152.5929 | 156.8950 | ||||||||||||
| November 2022 |
167.2550 | 157.2350 | 162.1183 | 167.2550 | ||||||||||||
| December 2022 |
177.1283 | 167.6850 | 172.9032 | 177.1283 | ||||||||||||
| 2022 |
177.1283 | 103.0400 | 130.8089 | 177.1283 | ||||||||||||
| January 2023 |
186.8750 | 178.1417 | 182.2441 | 186.8750 | ||||||||||||
| February 2023 |
197.1533 | 187.3083 | 191.8924 | 197.1533 | ||||||||||||
| March 2023 |
208.9883 | 197.5600 | 203.1055 | 208.9883 | ||||||||||||
| April 2023 (through April 24, 2023) |
220.2350 | 210.3300 | 215.0705 | 220.2350 | ||||||||||||
| (1) | Source: BCRA. |
| (2) | For annual averages, this is the average of monthly average rates during the period. |
Fluctuations in the exchange rate between pesos and dollars affect the dollar equivalent of the peso price of the ordinary shares on the Bolsa y Mercados Argentinos S.A. (“BYMA”) and as a result, would most likely affect the market price of the ADSs. Fluctuations in exchange rates also affect dividend income measured in dollars. The Bank of New York Mellon, as depositary for the ADSs, is required, subject to the terms of the deposit agreement, to convert pesos to dollars at the prevailing exchange rate at the time of making any dividend payments or other distributions. The following table shows the rate of devaluation of the peso compared with the dollar at year end, the rate of exchange (number of pesos per dollar prevailing in the Argentine foreign exchange market at year end) and the rate of inflation for consumer price for the fiscal years ended December 31, 2022, 2021, 2020, 2019 and 2018.
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Since the repeal of the Convertibility Law in January 2002, the peso has devalued 21,924% compared with the dollar.
| As of and for the year ended December 31, | ||||||||||||||||||||
| 2022 | 2021 | 2020 | 2019 | 2018 | ||||||||||||||||
| Devaluation Rate(1) |
72.39 | % | 22.11 | % | 40.49 | % | 58.42 | % | 101.38 | % | ||||||||||
| Exchange Rate(2) |
177.1283 | 102.7500 | 84.1450 | 59.8950 | 37.8083 | |||||||||||||||
| Inflation Rate(3) |
94.79 | % | 50.94 | % | 36.14 | % | 53.83 | % | 47.65 | % | ||||||||||
| (1) | For the twelve-month period then ending according to the Central Bank. |
| (2) | Pesos per dollar according to the Central Bank. |
| (3) | The inflation rate presented is for the CPI published by the Argentine National Statistics and Censuses Institute (“INDEC”) and is calculated over the prior twelve months. |
Share of profit of equity accounted investees
Share of profit of equity accounted investees decreased to a loss of Ps.466.5 million for the fiscal year ended December 31, 2022 from a loss of Ps.109.5 million for the fiscal year ended December 31, 2021 which in turn decreased from a profit of Ps.783.8 million for the fiscal year ended December 31, 2020. These variations are directly related to the profits or losses of the Bank’s subsidiaries.
Income tax
Income tax expense for the fiscal year ended December 31, 2022 was Ps.2.5 million, compared to an income of Ps.9.0 million recorded for the fiscal year ended December 31, 2021 which in turn decreased by 61.9% from an income of Ps.23.6 million for the fiscal year ended December 31, 2020. These variations were mainly due to the inflationary effect for tax purposes.
The changes in our consolidated statement of comprehensive income for 2022, 2021 and 2020 were as follows:
Profit or loss for financial instruments at fair value through other comprehensive income (FVOCI)
Profit or loss for financial instruments at FVOCI for the fiscal year ended December 31, 2022 were a loss of Ps.14,215.5 million, compared to a loss of Ps.6,809.8 million recorded for the fiscal year ended December 31, 2021 which in turn decreased from a profit of Ps.15,603.2 million for the fiscal year ended December 31, 2020. These variations were mainly due to the effect of the accrual of interest on the financial instruments’ portfolio registered under this line item.
Share in other comprehensive income (OCI)/loss from investees at equity-method
Share in OCI/loss from investees at equity-method for the fiscal year ended December 31, 2022 was Ps.109.0 million, compared to a loss of Ps.6.9 million recorded for the fiscal year ended December 31, 2021 which in turn increased from a loss of Ps.281.4 million for the fiscal year ended December 31, 2020. These variations were mainly due to the percentage of participation that the Bank had over the investments in securities classified in OCI of its investees.
Fair value changes for hedging instruments - Cash flow hedge
The Bank did not record a balance for fair value changes for hedging instruments - Cash flow hedge in 2022, 2021 nor 2020.
Fair value changes for equity instruments at fair value through other comprehensive income (FVOCI)
Fair value changes for equity instruments at FVOCI for the fiscal year ended December 31, 2022 was Ps.2.4 million loss compared to Ps.4.3 million recorded for the fiscal year ended December 31, 2021 which in turn increased from Ps.21.7 million loss for the fiscal year ended December 31, 2021.
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Summary of Financial Position
| As of December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Cash and cash equivalents |
296,196,991 | 425,189,092 | 447,034,295 | (128,992,101 | ) | (30.3 | )% | (21,845,203 | ) | (4.9 | )% | |||||||||||||||||
| Financial assets at fair value through profit or loss |
32,592,746 | 20,680,550 | 37,095,422 | 11,912,196 | 57.6 | % | (16,414,872 | ) | (44.3 | )% | ||||||||||||||||||
| Financial assets at amortized cost |
865,699,467 | 1,099,944,204 | 1,026,478,485 | (234,244,737 | ) | (21.3 | )% | 73,465,719 | 7.2 | % | ||||||||||||||||||
| Financial assets at fair value through other comprehensive income |
617,336,114 | 325,451,665 | 375,093,331 | 291,884,449 | 89.7 | % | (49,641,666 | ) | (13.2 | )% | ||||||||||||||||||
| Investment in joint ventures and associates |
3,467,425 | 3,968,167 | 4,240,840 | (500,742 | ) | (12.6 | )% | (272,673 | ) | (6.4 | )% | |||||||||||||||||
| Tangible assets |
115,841,914 | 104,645,398 | 104,844,318 | 11,196,516 | 10.7 | % | (198,920 | ) | (0.2 | )% | ||||||||||||||||||
| Intangible assets |
9,617,561 | 7,159,804 | 4,568,830 | 2,457,757 | 34.3 | % | 2,590,974 | 56.7 | % | |||||||||||||||||||
| Income tax assets |
1,558,871 | 7,291,464 | 17,407,388 | (5,732,593 | ) | (78.6 | )% | (10,115,924 | ) | (58.1 | )% | |||||||||||||||||
| Other assets |
9,404,440 | 13,360,150 | 20,231,208 | (3,955,710 | ) | (29.6 | )% | (6,871,058 | ) | (34.0 | )% | |||||||||||||||||
| Non-current assets held for sale |
225,079 | 588,486 | 664,312 | (363,407 | ) | (61.8 | )% | (75,826 | ) | (11.4 | )% | |||||||||||||||||
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| TOTAL ASSETS |
1,951,940,608 | 2,008,278,980 | 2,037,658,429 | (56,338,372 | ) | (2.8 | )% | (29,379,449 | ) | (1.4 | )% | |||||||||||||||||
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| Financial liabilities at fair value through profit or loss |
334,340 | 612,069 | 554,806 | (277,729 | ) | (45.4 | )% | 57,263 | 10.3 | % | ||||||||||||||||||
| Financial liabilities at amortized cost |
1,452,316,974 | 1,523,651,349 | 1,553,166,474 | (71,334,375 | ) | (4.7 | )% | (29,515,125 | ) | (1.9 | )% | |||||||||||||||||
| Provisions |
8,669,445 | 10,933,970 | 17,722,593 | (2,264,525 | ) | (20.7 | )% | (6,788,623 | ) | (38.3 | )% | |||||||||||||||||
| Income tax liabilities |
11,525,966 | 17,429,573 | 9,399,432 | (5,903,607 | ) | (33.9 | )% | 8,030,141 | 85.4 | % | ||||||||||||||||||
| Other liabilities |
117,692,475 | 138,112,236 | 120,032,294 | (20,419,761 | ) | (14.8 | )% | 18,079,942 | 15.1 | % | ||||||||||||||||||
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| TOTAL LIABILITIES |
1,590,539,200 | 1,690,739,197 | 1,700,875,599 | (100,199,997 | ) | (5.9 | )% | (10,136,402 | ) | (0.6 | )% | |||||||||||||||||
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| Equity attributable to owners of the Bank |
355,998,145 | 311,265,700 | 330,425,150 | 44,732,445 | 14.4 | % | (19,159,450 | ) | (5.8 | )% | ||||||||||||||||||
| Non-controlling interests |
5,403,263 | 6,274,083 | 6,357,680 | (870,820 | ) | (13.9 | )% | (83,597 | ) | (1.3 | )% | |||||||||||||||||
| TOTAL EQUITY |
361,401,408 | 317,539,783 | 336,782,830 | 43,861,625 | 13.8 | % | (19,243,047 | ) | (5.7 | )% | ||||||||||||||||||
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| SELECTED RATIOS |
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| Profitability and Performance |
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| Return on average total assets (1) |
2.97 | % | 0.90 | % | 1.53 | % | ||||||||||||||||||||||
| Return on average total equity (2) |
17.64 | % | 5.71 | % | 8.93 | % | ||||||||||||||||||||||
| Capital |
||||||||||||||||||||||||||||
| Total equity as a percentage of total assets |
18.51 | % | 15.81 | % | 16.53 | % | ||||||||||||||||||||||
| Total liabilities as a multiple of total equity |
4.40x | 5.32x | 5.05x | |||||||||||||||||||||||||
| Credit Quality |
||||||||||||||||||||||||||||
| Allowances for loan losses as a percentage of financial assets at amortized cost (loans and advances) |
3.25 | % | 2.99 | % | 3.97 | % | ||||||||||||||||||||||
| Allowances for loan and credit losses |
28,152,683 | 32,840,847 | 40,719,870 | (4,688,164 | ) | (14.3 | )% | (7,879,023 | ) | (19.3 | )% | |||||||||||||||||
| Financial assets at amortized cost (loans and advances) |
865,699,467 | 1,099,944,204 | 1,026,478,485 | (234,244,737 | ) | (21.3 | )% | 73,465,719 | 7.2 | % | ||||||||||||||||||
| Charge-off during the period/ average amounts outstanding |
||||||||||||||||||||||||||||
| Loans and advances to government sector |
0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||||||
| Charge-off during the period |
— | — | — | — | 0.0 | % | — | 0.0 | % | |||||||||||||||||||
| Average amounts outstanding |
1,348 | 644 | 571 | 704 | 109.3 | % | 73 | 12.8 | % | |||||||||||||||||||
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| As of December 31, | Variation | |||||||||||||||||||||||||||
| 2022 | 2021 | 2020 | 2022 vs 2021 | 2021 vs 2020 | ||||||||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||||||
| Loans and advances to central bank |
0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||||||
| Charge-off during the period |
— | — | — | — | 0.0 | % | — | 0.0 | % | |||||||||||||||||||
| Average amounts outstanding |
4,779 | — | 17,398 | 4,779 | 0.0 | % | (17,398 | ) | (100.0 | )% | ||||||||||||||||||
| Loans and advances to financial institutions |
0.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||||||||||
| Charge-off during the period |
— | — | — | — | 0.0 | % | — | 0.0 | % | |||||||||||||||||||
| Average amounts outstanding |
6,126,518 | 6,776,886 | 9,938,454 | (650,368 | ) | (9.6 | )% | (3,161,568 | ) | (31.8 | )% | |||||||||||||||||
| Loans and advances to customers |
1.9 | % | 1.5 | % | 3.4 | % | ||||||||||||||||||||||
| Charge-off during the period |
12,623,559 | 10,398,385 | 23,786,700 | 2,225,174 | 21.4 | % | (13,388,315 | ) | (56.3 | )% | ||||||||||||||||||
| Average amounts outstanding |
661,933,607 | 716,392,012 | 706,715,560 | (54,458,405 | ) | (7.6 | )% | 9,676,452 | 1.4 | % | ||||||||||||||||||
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|
|
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|
|
|
|
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| (1) | Profit or loss for the year attributable to owners of the Bank as a percentage of average total assets, computed as the average of fiscal-year-beginning and fiscal-year-ending balances. |
| (2) | Profit or loss for the year attributable to owners of the Bank as a percentage of average shareholders’ equity, computed as the average of fiscal-year-beginning and fiscal-year-ending balances. |
Significant changes in financial position
The Bank’s assets decreased in 2022 compared to 2021 primarily due to a decrease in financial assets at amortized cost mainly due to a decrease in reverse repurchase agreements and a decrease on loans and advances to financial institutions, a decrease in cash and cash equivalent due to lower cash balance denominated in foreign currency, and a decrease in income tax assets, which were partially offset by an increase in financial assets at fair value through other comprehensive income mainly due to an increase in the portfolio compared to 2021.
Loans to the private sector denominated in pesos and in foreign currency decreased in 2022 compared to 2021. Retail loans (mortgage, pledge, consumer and credit cards) in 2022 decreased by 11.5% compared to 2021. Commercial loans (overdrafts, discounted instruments, receivables from financial leases, loans for the prefinancing and financing of exports, and other loans) in 2022 decreased by 10.2% compared to 2021.
On the other hand, the Bank’s liabilities decreased in 2022 compared to 2021 primarily due to a decrease in financial liabilities at amortized cost due to a decrease in the deposits portfolio and a decrease in other liabilities mainly related to cash dividends payable. In this sense, private non-financial sector deposits fell by 3.7% compared to 2021. Private non-financial sector deposits denominated in foreign currency in 2022 fell by 12.0% compared to 2021, and private non-financial sector deposits denominated in pesos in 2022 fell by 1.1% compared to 2021, mainly due to a decrease in sight deposits (checking accounts and savings accounts) partially offset by an increase in time deposits.
| B. | Liquidity and Capital Resources |
Asset and Liability Management
The purpose of the asset and liability management is to structure our consolidated statement of financial position in light of interest rates, liquidity and foreign exchange risks, as well as market risk, public sector risk and our capital structure. Our Asset and Liability Committee establishes specific limits with respect to risk exposure, sets forth our policy with respect to pricing and approves commercial policies which may have a financial impact on our balance sheet. It is also responsible for the follow-up of monetary aggregates and financial variables, our liquidity position, regulations from the Central Bank and monitoring the competitive environment in assets, liabilities and interest rates.
Liquidity
Our asset and liability management policy attempts to ensure that sufficient liquidity is available to meet our funding requirements. As a measure of our liquidity, our ratio of liquid assets to total deposits was 25.03%, 32.31%, and 34.43% at December 31, 2022, 2021 and 2020. Liquid assets include cash and cash equivalents and financial assets at fair value through profit or loss.
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Our primary source of funds is our deposit base, which primarily consists of peso- and dollar-denominated deposits in checking accounts, savings accounts and time deposits from individuals and corporations. Deposits at December 31, 2022 totaled Ps.1,313,820 million compared with Ps. 1,379,790 million at December 31, 2021.
On July 15, 2003, an extraordinary shareholders’ meeting approved the establishment of a program for the issuance and re-issuance of ordinary non-convertible corporate bonds with ordinary guarantees, or such guarantees as may be decided by the Bank, and unsecured subordinated corporate bonds, convertible or not into shares (the “Program”). In 2018, the Program was extended for five additional years and the maximum aggregate amount of issuances was successively increased to US$1,500 million. In 2022, the Program was extended until 2028 with its total amount being reduced to US$ 500,000,000 and adding the possibility of issuing sustainable bonds.
As of December 31, 2022, the Bank, excluding its subsidiaries, had no outstanding corporate bonds.
Including the Bank’s subsidiaries, as of December 31, 2022 and 2021, the outstanding principal and accrued interest amounted to Ps.191,183 million and Ps. 979,760 million respectively.
Dividends and other payments from our Argentine non-banking subsidiaries also provide an additional potential source of liquidity, even though relatively insignificant in amount. Each Argentine non-banking subsidiary is required to allocate 5% of its annual net income to a legal reserve until such reserve equals 20% of the subsidiary’s capital stock. This reserve cannot be used to pay us dividends.
In addition, the Bank ordinarily enters into transactions involving off-balance sheet financial instruments. We use these instruments to meet the risk management, trading and financing needs of clients or for our proprietary trading and asset and liability management purposes. These instruments are subject to varying degrees of credit and market risk. We monitor credit risk and market risk associated with on- and off-balance sheet financial instruments on an aggregate basis.
We use the same credit policies in determining whether to enter or extend call and put option contracts, commitments, conditional obligations and guarantees as we do for granting loans. Our management believes that the outstanding off-balance sheet items do not represent an unusual credit risk.
| • | Derivatives |
The market risk of derivatives arises from the potential for changes in value due to fluctuations in market prices. We reduce our exposure to market risk, if necessary, by entering into offsetting transactions in accordance with the hedging global policy defined by the Bank and its subsidiaries. The credit risk of derivatives arises from the potential of a counterparty to default on its contractual obligations. The effect of such a default varies as the market value of derivative contracts changes. Credit exposure exists at a particular point in time when a derivative has a positive market value. We attempt to limit our credit risk by dealing with creditworthy counterparties and obtaining collateral where appropriate.
| • | Credit Commitments |
Credit commitments are agreements to lend to a customer at a future date, subject to compliance with contractual terms. Credit commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent actual future cash requirements for the Bank. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. Foreign trade acceptances represent Bank customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Bank and the Bank’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange. The credit risk involved in foreign trade acceptances and guarantees granted is essentially the same as that involved in extending loan facilities to customers.
| • | Trust Activities |
We act as trustee in several financial trusts established for various purposes. We are not personally liable for the liabilities assumed in the performance of the trust obligations. Any liabilities resulting from the trust are satisfied with and up to the full amount of the trust assets or their proceeds.
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In addition, we act as trustee in 12 non-financial trusts. We are in no case personally liable for the liabilities assumed in the performance of the contract obligations. Any liabilities are satisfied with and up to the full amount of the trust assets and their proceeds. The non-financial trusts at issue were set up to secure the receivables of several creditors (beneficiaries) and the trustee was entrusted with the management, care, preservation and custody of the trust assets. The trust assets represented Ps.566.1 million as of December 31, 2022 and mainly consisted of cash, creditors’ rights, real estate and shares.
Capital Stock
As at December 31, 2022 the Bank’s capital stock consisted of 612,710,079 ordinary shares, par value Ps.1.00 each, all of which were issued to the stockholders. The capital stock of the Bank and share premium, after taking into account the adjustment for inflation, amounted to Ps.134,191,189 as of December 31, 2022.
Interest Rate Sensitivity
A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity measures the exposure of net interest income to interest rate changes. For any given period, the pricing structure is matched when an equal amount of assets and liabilities reprice. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap position and is shown in the following tables. A negative gap denotes liability sensitivity and normally means that a decline in interest rates would have a positive effect on net interest income while an increase in interest rates would have a negative effect on interest income.
Our interest rate sensitivity strategy, which seeks to maintain exposure within levels that are consistent with the Bank’s risk appetite framework approved by the Board of Directors, takes into account not only the rates of return and their underlying risk, but also liquidity requirements, including minimum regulatory cash reserves, mandatory liquidity ratios, withdrawal and maturity of deposits and additional demands for funds.
The following table shows the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities. Variations in interest rate sensitivity may also arise within the repricing periods presented.
| Remaining Maturity or Earliest Repricing Intervals at December 31, 2022 | ||||||||||||||||||||||||
| 0-3 months | 3 Months- One Year |
1-5 Years | 5-10 Years | Over 10 Years | Total | |||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Interest earning deposits in banks |
17,818,177 | 6,475,668 | 4,100,699 | — | — | 28,394,544 | ||||||||||||||||||
| Government securities |
517,557,775 | 60,672,778 | 88,669,779 | — | — | 666,900,332 | ||||||||||||||||||
| Corporate bonds |
— | 89,203 | 3,633,732 | — | — | 3,722,935 | ||||||||||||||||||
| Loans and advances (1) |
492,504,340 | 111,524,222 | 103,400,561 | 12,115,963 | 18,441,139 | 737,986,225 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
1,027,880,292 | 178,761,871 | 199,804,771 | 12,115,963 | 18,441,139 | 1,437,004,036 | ||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposits |
700,773,878 | 94,794,634 | 3,220,020 | — | — | 798,788,532 | ||||||||||||||||||
| Corporate bonds |
191,183 | — | — | — | — | 191,183 | ||||||||||||||||||
| Due to other banks |
19,873,142 | — | — | — | — | 19,873,142 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
720,838,203 | 94,794,634 | 3,220,020 | — | — | 818,852,857 | ||||||||||||||||||
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|
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|
|
|
|
|
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|
|
|
|||||||||||||
| Asset/liability gap |
307,042,089 | 83,967,237 | 196,584,751 | 12,115,963 | 18,441,139 | 618,151,179 | ||||||||||||||||||
| Cumulative sensitivity gap |
307,042,089 | 391,009,326 | 587,594,077 | 599,710,040 | 618,151,179 | |||||||||||||||||||
| Cumulative sensitivity gap as a percentage of total interest-earning assets |
21.37 | % | 27.21 | % | 40.89 | % | 41.73 | % | 43.02 | % | ||||||||||||||
| (1) | Loan and advances amounts are stated before deducting the allowance for loan losses. |
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The following table shows the interest rate sensitivity of our peso-denominated interest-earning assets and interest-bearing liabilities.
| Remaining Maturity or Earliest Repricing Intervals at December 31, 2022 | ||||||||||||||||||||||||
| 0-3 months | 3 Months- One Year |
1-5 Years | 5-10 Years | Over 10 Years | Total | |||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Interest earning deposits in banks |
10,426,711 | 6,475,668 | 4,100,699 | — | — | 21,003,078 | ||||||||||||||||||
| Government securities |
517,557,775 | 56,884,578 | 88,669,779 | — | — | 663,112,132 | ||||||||||||||||||
| Corporate bonds |
— | — | 650,299 | — | — | 650,299 | ||||||||||||||||||
| Loans and advances (1) |
468,317,333 | 96,976,611 | 98,357,486 | 12,115,963 | 18,441,139 | 694,208,532 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
996,301,819 | 160,336,857 | 191,778,263 | 12,115,963 | 18,441,139 | 1,378,974,041 | ||||||||||||||||||
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|
|
|
|
|
|||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposits |
488,233,722 | 93,879,464 | 3,218,711 | — | — | 585,331,897 | ||||||||||||||||||
| Corporate bonds |
191,183 | — | — | — | — | 191,183 | ||||||||||||||||||
| Due to other banks |
19,280,439 | — | — | — | — | 19,280,439 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
507,705,344 | 93,879,464 | 3,218,711 | — | — | 604,803,519 | ||||||||||||||||||
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|
|
|
|||||||||||||
| Asset/liability gap |
488,596,475 | 66,457,393 | 188,559,552 | 12,115,963 | 18,441,139 | 774,170,522 | ||||||||||||||||||
| Cumulative sensitivity gap |
488,596,475 | 555,053,868 | 743,613,420 | 755,729,383 | 774,170,522 | |||||||||||||||||||
| Cumulative sensitivity gap as a percentage of total interest-earning assets |
35.43 | % | 40.25 | % | 53.93 | % | 54.80 | % | 56.14 | % | ||||||||||||||
| (1) | Loan and advances amounts are stated before deducting the allowance for loan losses. |
The following table shows the interest rate sensitivity of our foreign currency denominated interest-earning assets and interest-bearing liabilities.
| Remaining Maturity or Earliest Repricing Intervals at December 31, 2022 | ||||||||||||||||||||||||
| 0-3 months | 3 Months- One Year |
1-5 Years | 5-10 Years | Over 10 Years | Total | |||||||||||||||||||
| (in thousands of pesos, except percentages) | ||||||||||||||||||||||||
| Interest-earning assets: |
||||||||||||||||||||||||
| Interest earning deposits in banks |
7,391,466 | — | — | — | — | 7,391,466 | ||||||||||||||||||
| Government securities |
— | 3,788,200 | — | — | — | 3,788,200 | ||||||||||||||||||
| Corporate bonds |
— | 89,203 | 2,983,433 | — | — | 3,072,636 | ||||||||||||||||||
| Loans and advances (1) |
24,187,007 | 14,547,611 | 5,043,075 | — | — | 43,777,693 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
31,578,473 | 18,425,014 | 8,026,508 | — | — | 58,029,995 | ||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest-bearing liabilities: |
||||||||||||||||||||||||
| Deposits |
212,540,156 | 915,170 | 1,309 | — | — | 213,456,635 | ||||||||||||||||||
| Due to other banks |
592,703 | — | — | — | — | 592,703 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
213,132,859 | 915,170 | 1,309 | — | — | 214,049,338 | ||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Asset/liability gap |
(181,554,386 | ) | 17,509,844 | 8,025,199 | — | — | (156,019,343 | ) | ||||||||||||||||
| Cumulative sensitivity gap |
(181,554,386 | ) | (164,044,542 | ) | (156,019,343 | ) | (156,019,343 | ) | (156,019,343 | ) | ||||||||||||||
| Cumulative sensitivity gap, and as a percentage of total interest-earning assets |
(312.86 | )% | (282.69 | )% | (268.86 | )% | (268.86 | )% | (268.86 | )% | ||||||||||||||
| (1) | Loan and advances amounts are stated before deducting the allowance for loan losses. |
Exchange Rate Sensitivity
At December 31, 2022, our total foreign exchange-denominated asset position was Ps.315,224 million and our total foreign exchange-denominated liability position was Ps.320,800 million, resulting in a net liabilitiy currency position of Ps.5,576 million. For a description of foreign exchange risk, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Foreign Exchange Risk”.
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Capital Requirements
As of December 31, 2022, we had consolidated excess capital of Ps.207,747.5 million pursuant to the Central Bank’s rules. At such date, total capital, subject to applicable deductions, amounted to Ps.307,905.3 million under the Argentine risk-based capital guidelines, which are based on the Basel Accord.
As of December 31, 2021, we had consolidated excess capital of Ps.165,318.7 million pursuant to the Central Bank’s rules. At such date, total capital, subject to applicable deductions, amounted to Ps.276,892.1 million under the Argentine risk-based capital guidelines, which are based on the Basel Accord.
As of December 31, 2022, we complied with the Central Bank’s capital requirements on a consolidated basis. See a description of the minimum capital requirements currently in effect in “Item 4. Information on the Company—F. The Argentine Banking System and its Regulatory Framework”.
As of December 31, 2022, 2021 and 2020, our shareholders’ equity was Ps.361,401.4 million, Ps.317,539.8 million and Ps.336,782.8 million, respectively. At such dates, our ratio of average shareholders’ equity/average total assets was 17.14%, 16.17% and 16.40%, respectively.
In our opinion, our capital resources are sufficient for the Bank’s present requirements on an individual and a consolidated basis.
We are not aware of any legal or economic restrictions on the ability of our subsidiaries to transfer funds to us in the form of dividends, loans or advances, subject to the regulations of each industry, or corporate law requirements. However, there can be no assurance that in the future such restrictions will not be adopted and that, if adopted, they will not negatively affect our liquidity.
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The following table sets forth, for the dates indicated, the calculation of our excess capital under the Central Bank’s rules and certain capital and liquidity ratios.
| At December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| (in thousands of pesos, except ratios and percentages) | ||||||||||||
| Calculation of excess capital (1) |
||||||||||||
| Allocated to assets at risk |
70,375,610 | 81,638,973 | 86,803,565 | |||||||||
| Allocated to Bank premises and equipment, intangible assets and equity investment assets |
— | — | — | |||||||||
| Interest rate risk |
— | — | — | |||||||||
| Public sector and securities in investment account |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| A- Minimal exigency by adds up risks |
70,375,610 | 81,638,973 | 86,803,565 | |||||||||
|
|
|
|
|
|
|
|||||||
| B- Basic exigency for custody of titles of the AFJP and / or agent of record of mortgage notes |
— | — | — | |||||||||
| Credit risk (maximum between A and B) |
70,375,610 | 81,638,973 | 86,803,565 | |||||||||
| Market risk |
1,480,984 | 442,182 | 724,693 | |||||||||
| Operational risk |
28,301,276 | 29,492,236 | 26,538,470 | |||||||||
|
|
|
|
|
|
|
|||||||
| Required minimum capital under Central Bank rules |
100,157,870 | 111,573,391 | 114,066,728 | |||||||||
|
|
|
|
|
|
|
|||||||
| Basic net worth |
301,075,258 | 267,839,950 | 259,307,589 | |||||||||
| Complementary net worth |
5,100,877 | 7,205,891 | 8,724,128 | |||||||||
| Deductions |
— | — | — | |||||||||
| Minority interest |
1,729,204 | 1,846,300 | 1,772,378 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total capital under Central Bank rules |
307,905,339 | 276,892,141 | 269,804,095 | |||||||||
|
|
|
|
|
|
|
|||||||
| Excess capital |
207,747,469 | 165,318,750 | 155,737,367 | |||||||||
| Selected capital and liquidity ratios |
||||||||||||
| Average shareholders’ equity as a percentage of average total assets (2) |
17.14 | % | 16.17 | % | 16.40 | % | ||||||
| Total liabilities as a multiple of total shareholders’ equity |
4.40x | 5.32x | 5.58x | |||||||||
| Cash and due from banks as a percentage of total deposits |
22.54 | % | 30.82 | % | 31.81 | % | ||||||
| Liquid assets as a percentage of total deposits (3) |
73.96 | % | 57.71 | % | 58.36 | % | ||||||
| Loans as a percentage of total assets |
36.74 | % | 36.74 | % | 39.70 | % | ||||||
| (1) | See “Item 4. Information on the Company—F. The Argentine Banking System and Its Regulatory Framework—Capital Adequacy Requirements” for a discussion of the Central Bank’s capital requirements. |
| (2) | Average shareholders’ equity and average total assets computed as the average of period-beginning and period-ending balances. |
| (3) | At December 31, 2022, 2021 and 2020”Liquid Assets” includes cash and cash equivalents and financial assets at fair value through profit or loss. |
Market discipline
The BCRA imposed by Communication “A” 5394 the mandatory publication on the website of financial institutions of certain information in order to allow market participants to assess the information related to capital, risk exposures, assessment processes risk and capital adequacy of each of them. Financial institutions must provide appropriate information to ensure transparency in the management and measurement of risks and the adequacy of their capital.
This standard applies to the highest level of consolidation of each entity. Information concerning BBVA Argentina is available at: https://ir.bbva.com.ar/informacion-financiera/disciplina-del-mercado/. Such information is not incorporated by reference in this document.
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Credit Ratings
The cost and availability of debt financing are influenced by our credit ratings. A reduction in these ratings could increase the cost of and reduce our market access to debt financing. See “Item 3. Key Information—D. Risk Factors-Risks Relating to the Argentine Financial System and to BBVA Argentina—Our credit ratings depend on Argentine sovereign credit ratings, and such dependence limits our access to international financial markets.”
SP Global Ratings
In June 2020, SP Global Ratings downgraded BBVA Argentina’s local long term institutional rating from “raBBB+” to “raBBB-”, short term institutional rating from “raA-2” to “raA-3” and the negotiable obligation program rating from “raBBB+” to “raBBB-”. CreditWatch negative was changed back to Outlook negative. This was a direct consequence of the downgrade of Argentine Republic’s transfer and convertibility rating from “B” to “CCC+”, which resulted in a scale adjustment for the Bank’s rating and that of most of its peers.
In September 2020, SP Global Ratings affirmed BBVA Argentina’s local long and short term institutional ratings, and the negotiable obligation program rating as mentioned above, keeping the Outlook negative.
In April 2021, SP Global Ratings affirmed BBVA Argentina’s local long term institutional rating at “raBBB-”, the short term institutional rating at “raA-3” and the negotiable obligation program rating at “raBBB-”. Outlook was kept negative.
In July, September and December 2021, affirmed BBVA Argentina’s local long and short term institutional ratings, and the negotiable obligation program rating as mentioned above, keeping the Outlook negative.
In March 2022, SP Global Ratings affirmed BBVA Argentina’s local long term institutional rating at “raBBB-”, the short term institutional rating at “raA-3” and the negotiable obligation program rating at “raBBB-”. Outlook was kept negative.
In June, July, September and December 2022, SP Global Ratings affirmed BBVA Argentina’s local long and short term institutional ratings, and the negotiable obligation program rating as mentioned above, keeping the Outlook negative.
In March, 2023, SP Global Ratings downgraded BBVA Argentina’s local long and short term institutional ratings from “raBBB-” to “raCCC+” and from “raA-3” to “raC”, respectively. The negotiable obligation program rating was also downgraded from “raBBB-” to “raCCC+”. Outlook was kept negative. This action took place after the National Government announced its plan to force non-financial public sector institutions to exchange or sell their position in bonds in local and foreign law denominated in U.S. dollars issued during the 2020 restructuring, for other debt in pesos issued locally, probably U.S.-dollar linked or inflation linked bonds.
Fix SCR
In April, August, October and December 2020, Fix SCR affirmed BBVA Argentina’s national credit ratings at “AAA(arg)” and “A1+(arg)” for the long and short term respectively, maintaining the negative outlook. The corporate bonds program maintained its rating at “AAA(arg)”.
In May and August 2021, Fix SCR affirmed BBVA Argentina’s national credit ratings at “AAA(arg)” and “A1+(arg)” for the long and short term, respectively, maintaining the negative outlook. The corporate bonds program maintained its rating at “AAA(arg)”.
In September 2021, Fix SCR affirmed BBVA Argentina’s national credit ratings at “AAA(arg)” and “A1+(arg)” for the long and short term, respectively, changing the outlook from negative to stable. The latter was explained by the comfortable levels of liquidity and capitalization, and adequate asset quality indicators after the removal of credit waivers by the central bank. The corporate bonds program maintained its rating at “AAA(arg)”.
In December 2021, Fix SCR affirmed BBVA Argentina’s national credit ratings at “AAA(arg)” and “A1+(arg)” for the long and short term respectively, maintaining the stable outlook. The corporate bonds program maintained its rating at “AAA(arg)”.
In April 2022, Fix SCR affirmed BBVA Argentina’s national credit ratings at “AAA(arg)” and “A1+(arg)” for the long and short term respectively, maintaining the stable outlook. The corporate bonds program maintained its rating at “AAA(arg)”.
In July, October and December 2022, Fix SCR affirmed BBVA Argentina’s national credit ratings as mentioned above, maintaining the stable outlook. The corporate bonds program maintained its rating at “AAA(arg)”.
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Fitch Ratings
The Bank´s Local Currency Long-term Default Rating (“IDR”) and Support Rating (“SR”) are sensitive to a change in Fitch´s view on BBVA´s ability and propensity to provide support to the Bank. The Bank´s IDR and Viability Rating (“VR”) would also likely move in line with a change in Argentina’s sovereign rating.
On August 28, 2020, Fitch Ratings affirmed BBVA Argentina’s foreign and local currency long-term IDRs at “CC”. This was supported by Fitch Ratings’ assessment of Argentine bank’s operating environment at “cc” which constrains the ratings: “The operating environment remains highly challenging as asset quality continues to be pressured by the strong recession exacerbated by a long lockdown due to the coronavirus pandemic, profitability affected by the very low loan growth, and rising costs due to continued high inflation and increasing credit costs.”
On September 16, 2020, Fitch Ratings upgraded BBVA Argentina’s foreign and local currency long-term IDRs from “CC” back to “CCC” and the VR from “cc” to “ccc”. This followed Fitch Ratings’ upgrade of Argentina’s sovereign rating on September 10, 2020, from “RD” (Restricted Default) to “CCC” after the completion of distressed debt exchanges on its foreign currency sovereign debt securities in both local and external markets.
On January 14, 2021, Fitch Ratings affirmed BBVA Argentina’s foreign and local currency long-term IDRs at “CCC” and the VR at “ccc”. As the agency stated in its report: “The operating environment remains highly challenging as asset quality continues to be pressured by a steep recession, which has been exacerbated by a long lockdown due to the coronavirus pandemic”.
On August 17, 2021, Fitch Ratings affirmed BBVA Argentina’s foreign and local currency long-term IDRs at “CCC”. This was highly influenced by Fitch Ratings’ assessment of the operating environment for Argentine banks at ‘ccc’, which, along with the sovereign rating, significantly constrained these ratings: “The current operating environment (OE) remains highly challenging for the banking industry given the uncertainties about the length of the pandemic, the continued weakness of the economy, the likelihood of a successful debt renegotiation with the IMF, the continued high rate of inflation, as all these factors have an impact on bank profitability and asset quality metrics.”
On September 15, 2021, Fitch Ratings affirmed BBVA Argentina’s foreign and local currency long-term IDRs at “CCC” and the VR at “ccc”.
On June 30, and August 10, 2022, Fitch Ratings affirmed BBVA Argentina’s foreign and local currency long-term IDRs at “CCC” and the VR at “ccc”.
On November 2, 2022, Fitch Ratings downgraded the Bank’s foreign currency long-term IDR from “CCC” to “CCC-”, local currency long-term IDR from “CCC” to “CCC-”, and the VR from “ccc” to “ccc-”. This followed the recent downgrade of Argentina’s long-term foreign currency and local currency IDRs to “CCC-” from “CCC”, which affected the Bank’s rating and that of most of its peers. In this regard, Fitch Ratings said in its report: “Most Argentine banks have increased their exposure to the public sector assets, mainly Central Bank securities and other sovereign bonds, given the lack of alternative profitable options to place their very ample liquidity. While some banks, mainly the foreign-owned, only invest in BCRA assets as they recognize these have significantly less risk than sovereign bonds. Other banks, largely the local entities, have more appetite for bonds of the federal government, although the weight in the total securities portfolio remains relatively low.”
| C. | Research and Development, Patents and Licenses |
We incur research and development expenses in connection with technology information systems. The amount spent during each of the last three years was not material and we hold no material patents and do not license to others any of our intellectual property.
We plan the update and development of technological infrastructure (data processing, management, deployment of communication schemes, support for electronic channel platforms, information security management and asset protection) based on current and prospective demand of such services.
We acquire the necessary technology, and equipment from third parties.
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| D. | Trend Information |
We believe that the macroeconomic environment and the following trends in the Argentine financial system and in our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to increase our value to our shareholders will depend upon, among other factors, economic growth in Argentina and the corresponding growth of the market for long-term private sector lending and access to financial products and services by a larger segment of the population. This analysis should be read in conjunction with the discussion in “Item 3. Key Information—D. Risk Factors” and “Item 4. Information on the Company—Recent Political and Economic Developments in Argentina” of this annual report on Form 20-F.
Trends related to the Covid-19 pandemic
The Covid-19 pandemic, which originated in China and has subsequently spread to many other countries in the world, including Argentina and other countries where our clients operate, has adversely affected, and continues to affect, the global economy as well as the Argentine economy and our business. See “Item 3. Key Information—D. Risk Factors—An outbreak of a new pandemic or the worsening of the ongoing Covid-19 pandemic may have material adverse consequences on the Argentine economy”.
Trends related to climate change
There is an increasing concern over ESG and climate change matters, which may result, among others, in changes in consumer preferences and additional legislation and regulatory requirements. Further, climate-related disasters could result in market volatility, negatively impact customers’ ability to pay outstanding loans, result in the deterioration of the value of collateral or in insurance shortfalls or otherwise disrupt the operations of banks or the operations of their customers or third parties on which they rely. See “Item 3. Key Information—D. Risk Factors—The Bank is exposed to various risks in connection with climate change”.
Argentina continues to pursue the CO2 emissions reduction which began in 2015, although there is still a long way to go. A recent World Bank study shows droughts and floods as major climate risk factors in Argentina, due to their strong impact on agricultural output and poverty, respectively. The environmental agenda should include structural measures to achieve the challenging goals proposed in the Paris agreement.
Trends related to the international and local scenario
In Argentina, the most relevant event in 2020 was the outbreak of the Covid-19 pandemic, which worsened an already damaged economy. The Fernandez administration had to significantly increase its expenditures while public income decreased as a result of lockdown measures and decreased activity levels, which required the Central Bank to inject capital into the economy by issuing pesos due to the difficulty in accessing the debt market as a result of the ongoing debt restructuring.
The economy shrank 9.9% in 2020, measured by GDP, mainly due to the lockdown measures imposed as a result of the Covid-19 pandemic and the slow recovery of the economy following the economic contraction that took place in the second quarter of the year.
Inflation increased by 36.1% in 2020, reflecting a deceleration in inflation compared to 53.8% in 2019, mainly driven by the decline in economic activity levels and the intervention in the prices of utility services.
The domestic public sector recorded a primary deficit of Ps.1,750 billion, accounting for approximately 6.5% of GDP.
The most relevant event in 2021 was the acceleration of Covid-19 vaccination. Argentina reached an agreement with laboratories in Russia, China and the United Kingdom to be supplied with vaccines for most of its population. Initially, given the difficulty in distributing vaccines globally, Argentina suffered delays in deliveries, which resulted in the vaccination campaign being later than initially scheduled. However, vaccination sped up in the second half of the year, driving a global economic recovery that positively affected Argentina.
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On February 24, 2022 Russia invaded Ukraine initiating the largest military attack on a European state since World War II. This conflict has affected the Argentine economy, primarily as a result of an increase in international soybean, wheat, corn and fuel prices. Soybean prices increased to historically high levels in 2022, resulting in an increase of commercial dollar inflows. Conversely, as Argentina imports fuels, a significant increase in fuel prices caused a larger deficit in the energy balance.
As of the end of 2022 Argentina held a positive trade balance of US$6.92 billion. Inflation in 2022 reached 94.8% with inflation related to food products reaching 95% from 50.3% in 2021, mainly due to the raise in commodity prices that resulted from the Russia-Ukraine conflict.
In addition, recently, concerns have arisen with respect to the financial condition of a number of banking organizations in the United States and Europe, in particular those with exposure to certain types of depositors and large portfolios of investment securities. On March 10, 2023 Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation and the Federal Deposit Insurance Corporation was appointed receiver of Silicon Valley Bank. On March 11, 2023, Signature Bank was similarly closed and placed into receivership and concurrently the Federal Reserve Board announced it would make available additional funding to eligible depository institutions to assist eligible banking organizations with potential liquidity needs. In Europe, on March 15, 2023 the National Swiss Bank announced several measures amounting to approximately 50 billion Swiss francs to provide Credit Suisse with liquidity and on March 20, 2023 UBS announced that it would acquire Credit Suisse for approximately US$3,250 million. While our business, balance sheet and depositor profile differ substantially from banking institutions such as Silicon Valley Bank and Signature Bank, the operating environment and public trading prices of financial services sector securities can be highly correlated, in particular in times of stress.
Trends related to the Argentine financial system
Argentina has a small and under-penetrated system compared to its peers in Latin America. For this reason, we believe that the financial sector has potential room to grow if adequate policies are implemented and inflation and interest rates are normalized.
In terms of the distribution network, the financial sector has a good penetration, with points of sales covering all the provinces, advanced technology, strong regulations and good practices.
According to BBVA Research estimates, the Argentine financial system is expected to stagnate in the coming years, with private loans and total deposits to GDP ratios of approximately 7.3% and 17.4%, respectively, for 2023.
The Argentine banking system remains largely unconsolidated, with significantly more financial institutions compared to other countries of the region.
Trends related to BBVA Argentina
After a challenging 2020 for Argentina and the financial system due to the Covid-19 pandemic and the economic and financial imbalances that the country was suffering, activity tended to stabilize during 2021 and economic growth was more robust than initially expected, mainly due to a sooner than expected lifting of mobility restrictions.
In the first quarter of 2022, the government entered into a new agreement with the IMF which allows Argentina to defer its loan amortizations, subject to the compliance of several financial targets, such as fiscal deficit and central bank net reserves accumulation, among others.
Despite this agreement and a record soybean harvest that resulted in an additional inflow of dollars, Argentina failed to restore confidence and financial conditions worsened during 2022 including as a result of the rise of inflation worldwide, the effects of the war between Russia and Ukraine and the adoption by most central banks of tightening monetary policies.
At a local level, there was an accumulation of international net reserves and the Central Bank tightened currency controls. As a result, the breach between the official currency rate and the financial rate remained high, and many industries had difficulties to access foreign currency to import. Additionally, inflation increased, with its annual rate increasing from 51% in 2021 to 95% in 2022, primarily due to money issuances to fund the fiscal deficit and the lack of confidence of local bond holders that led to a sharp selloff in June 2022 which was only controlled when the Central Bank started to buy instruments in the secondary market, at the cost of printing more money.
In 2022, economic activity increased and grew approximately 5%. However, we believe that the lack of investment and Central Bank reserves, the high level of inflation and interest rates and the difficulties to restore confidence will make this recovery difficult to sustain during 2023.
In December 2022, the Central Bank issued a regulation stating that banks will not be given permission to pay dividends through 2023. However, by Communication “A” 7719 dated March 9, 2023, the Central Bank enabled financial entities, with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
The financial system and the Bank in particular, started 2022 with unusually high levels of liquidity and solvency with a further increase during the year, primarily as a consequence of the slow loan demand (very low loan to GDP ratio) and a relative good profit performance, with most banks (BBVA Argentina among them) showing positive returns on equity (inflation adjusted).
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We expect this situation to continue in the near term, with loan demand expected to grow in line or slightly below inflation driven by high rates and lack of investment.
The excess of liquidity and the need to protect equity from the effects of inflation (during the first semester of 2022 interest rates lagged inflation), were reflected in the growth of Central Bank instruments and treasury bonds (mainly inflation adjusted) in the Bank’s balance sheet. We expect this situation to continue, even though at a slower pace, in 2023.
Notwithstanding the above, the Bank’s treasury holdings do not represent a substantial portion of its balance sheet (accounting for 10%, including treasury bonds used to comply with liquidity reserve requirements). We do not expect a sudden change in this portion in 2023.
During 2022, the bond market suffered a sharp selloff, mainly due to the lack of confidence from investors regarding the amount of local currency debt that the treasury was issuing, the high number of bond amortizations in 2023, and the treasury’s ability to roll debt over after the presidential election to be held in October 2023. As a result, we cannot rule out additional sharp selloffs during 2023. Most of this Peso bonds mature before September 2023, although during the first quarter of 2023 the Treasury extended part of the debt maturing within the first semester of 2023 to 2024 and 2025.
The Central Bank continued to promote the provision of banking credit lines to SMEs in beneficial conditions and rates below market price, and banks were compensated with a decrease in non-remunerated reserve requirements to avoid lending at a loss. We expect these credit lines to continue in 2023.
Foreign currency deposits remained, as they did in 2021, mostly flat through 2022, after a significant decrease in previous years. The foreign currency loan portfolio continued to fall reaching a record low balance. For 2023, we do not expect a relevant change in these trends. For deposits, we could see a new round of withdrawals if the presidential election process is complicated, but we could also see some investors depositing more funds if the new government sparks confidence. Regarding loans, it is difficult to foresee a reversal in the downward trend through 2023, as companies refrain from getting indebted in foreign currency as they perceive a faster devaluation of the currency could be in store.
In 2022, credit portfolio performance remained healthy, maintaining a leading position in the financial system. The credit portfolio that was deferred due to the Covid-19 pandemic continues to decrease, accounting for a lower portion of the total portfolio.
BBVA Argentina seeks to keep the strong pace it has shown during the last years in terms of customer growth (both commercial and retail) and its digitalization strategy, as the transformation process in which the Bank embarked a few years ago is a key component of our strategy. In this sense, the Bank expects to focus on tools like Net Promoter Score, which allows us to know the degree of satisfaction of our customers with our service and address the necessary steps to continue improving it. Regarding our digitalization strategy, the accelerated adoption of digital tools by our customers during 2020, which began to settle during 2021 and 2022, is expected to consolidate by 2023. We expect to continue to develop new features and tools to improve our customers’ financial health.
BBVA Argentina’s management has emphasized the need of taking care of the business and managing volatility, and maintaining robust liquidity and solvency ratios.
| E. | Critical Accounting Estimates |
Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
| A. | Directors and Senior Management |
Directors
The Bylaws of BBVA Argentina state that the Bank’s management is led by a board of directors consisting of a minimum of three and a maximum of nine directors, who are elected by the shareholders to hold such office for a period of three years and who may be re-elected (the “Board” or the “Board of Directors”). The Bylaws also provide for the appointment of alternate directors. According to the Bank’s Bylaws, the Board shall meet at least once per month.
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The Board of Directors fosters gender diversity and a culture of inclusion. As of the date of this annual report the Board of Directors has one female director and until April 29, 2022 the Board of Directors was chaired by a woman
The table below indicates the names of the current members of our Board, their present position in the Board, their business background and the date of expiration of the period for which they were elected. According to regulation, the members of the Board whose appointment expired in December 2022, will remain as members of Board at least until the next shareholders’ meeting.
| Name |
Current |
Current |
Date of Birth |
Present principal occupations and business experience | ||||
| Lorenzo de Cristóbal de Nicolás | December 2023 | Chairman | 11/29/1964 | Present principal occupation: regular director at BBVA Argentina.
Business experience: Head of Options Desk at Bank of America in Madrid and held various executive positions at BBVA, such as: Director of Global Portfolio Management; Head of Market Risks; Director of Guaranteed and Quantitative Funds and Investment Director at BBVA Asset Management.
Mr. de Cristóbal de Nicolás was elected Director in April 2022. | ||||
| Jorge Delfín Luna | December 2022 | Vice Chairman 1º |
11/17/1958 | Present principal occupation: regular director at BBVA Argentina; PSA Finance Argentina Compañía Financiera S.A. and Rombo Compañía Financiera S.A.
Business experience: commercial director of BBVA; committee director member at BBVA Argentina; regional interior manager at Banco de Crédito Argentino; director business banking and foreign trade; general manager and vice president of BBVA Uruguay; general manager of Easy Bank (BBVA Argentina); and regional manager at Citibank.
Mr. Luna was elected Director in March 2017. | ||||
| Francisco Javier Pérez Cardete (*) | December 2022 | Vice Chairman 2º |
02/19/1961 | Present principal occupation: regular director at BBVA Argentina.
Business experience: South and East territorial director at BBVA; area director at BBVA; and risk responsible of Valencia at BBVA
Mr. Javier Pérez Cardete was elected Director in April 2016 | ||||
| Gabriel Eugenio Milstein | December 2023 | Regular Director | 08/14/1958 | Present principal occupation: regular director at BBVA Argentina; PSA Finance Argentina Compañía Financiera S.A. and Rombo Compañía Financiera S.A.; alternate director at Volkswagen Financial Services Compañía Financiera S.A.
Business experience: media director at BBVA Argentina; human resources and services director at BBVA Argentina.
Mr. Milstein was elected Director in April 2016. | ||||
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| Name |
Current |
Current |
Date of Birth |
Present principal occupations and business experience | ||||
| Adriana M. Fernández de Melero (*) | December 2022 | Regular Director | 04/02/1961 | Present principal occupation: regular director at BBVA Argentina.
Business experience: in charge of profitability analyses and financial planning at Banco Español; development and planning human resources manager at Banco de Crédito Argentino; human resources administration manager at BBVA Argentina; organization manger and productivity at BBVA Argentina; development business manager at BBVA Argentina; director of corporate development and transformation BBVA Argentina; presidential advisor at Banco Provincia.
Mr. Melero was elected Director in March 2017. | ||||
| Ernesto Mario San Gil (*) | December 2023 | Regular Director | 02/21/1957 | Present principal occupation: regular director at BBVA Argentina.
Business experience: independent director and member of the Audit Committee of Ternium Argentina S.A. (ex Siderar S.A.); member of the Ad honorem Strategic Board of the Ministry of Modernization of the Argentine Nation; director of IDEA; different positions in EY Argentina (formerly Ernst Young and Arthur Andersen) including: Chief Strategy Officer (CSO), President and CEO, member of the Executive Committee of the EY South America region, partner in charge of the Transactions practice, partner specialized in Financial Institutions.
Mr. San Gil was elected Director in April 2021. | ||||
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| Name |
Current |
Current |
Date of Birth |
Present principal occupations and business experience | ||||
| Gustavo A. Mazzolini Casas | December 2022 | Regular Director | 03/27/1967 | Present principal occupation: regular director at BBVA Argentina.
Business experience: CFO at BBVA; financial staff country monitoring at BBVA; strategies and financial director lobs and ads at BBVA; financial director at Banco Provincial grupo BBVA; department responsible of coordination financial directions Latam grupo at BBVA; planning financial director at Credilogros Compañía Financiera at BBVA; and financial director at Corp Banca Argentina.
Mr. Mazzolini was elected Director in March 2017. | ||||
| Gabriel Alberto Chaufán | December 2024 | Alternate Director | 02/14/1966 | Present principal occupation: regular director at BBVA Argentina; Chairman at BBVA Seguros Argentina S.A. and Regular Director at BBVA Uruguay S.A.
Business experience: Chairman at AVIRA, Committee director member at BBVA; Chairman and Chief Executive Officer at Consolidar ART, Consolidar Seguros, Consolidar Salud, Consolidar Retiro and Consolidar AFJP (undergoing liquidation proceedings). Pensions and Insurance Business Manager; Head of the Pension Business and all lines of Insurance (Life, Heritage, Life Annuities, Health) and Group Technical Manager.
Mr. Chaufán was elected Director in April 2019. | ||||
| Gustavo Fabián Alonso | December 2024 | Alternate Director | 07/02/1964 | Present principal occupation: regular director at BBVA Argentina.
Business experience: Commercial Director; Director of Innovation and Development; Retail Product Manager; Manager of Means of Payment and Consumption; Manager of Strategic Alliances and Products; Marketing manager; Zone Manager; and Branch Manager Pilar, San Nicolás and Rosario, all at BBVA Banco Francés.
Mr. Alonso was elected Director in April 2022. | ||||
| (*) | Qualify as independent directors according to the independence criteria set forth by General Resolution No. 622 of the CNV. |
At the ordinary and extraordinary shareholders’ meeting held on April 10, 2018, Oscar Miguel Castro and Gabriel Eugenio Milstein were reelected as Regular Directors.
At the ordinary and extraordinary shareholders’ meeting held on April 24, 2019, María Isabel Goiri Lartitegui was elected chairwoman to succeed Jorge Carlos Bledel. In addition, Adriana María Fernández de Melero was elected as Regular Director and Gabriel Alberto Chaufán was elected as Alternate Director. Moreover, Javier Pérez Cardete and Gustavo Alberto Mazzolini Casas were reelected as Alternate Directors.
At the ordinary and extraordinary shareholders’ meeting held on May 15, 2020, Jorge Delfín Luna, Alfredo Castillo Triguero, Juan Manuel Ballesteros Castellano y Adriana María Fernández de Melero were reelected as Regular Directors.
At the ordinary and extraordinary shareholders’ meeting held on April 20, 2021, María Isabel Goiri Lartitegui and Gabriel Eugenio Milstein were reelected as Regular Directors. In addition, Ernesto Mario San Gil and Gustavo Alberto Mazzolini Casas were elected as Regular Directors.
On March 29, 2022, Ms. María Isabel Goiri Lartitegui submitted her resignation from the position of Regular Director with effect from the meeting that appointed her replacement.
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At the ordinary and extraordinary shareholders’ meeting held on April 29, 2022, Lorenzo de Cristóbal de Nicolás was elected as Regular Director to succeed María Isabel Goiri Lartitegui and Gustavo Fabián Alonso was elected as Alternate Director. In addition, Gustavo Alberto Mazzolini Casas was reelected as Regular Director and Gabriel Alberto Chaufán was reelected as Alternate Director.
In June, 2022, Mr. Alfredo Castillo Triguero submitted his resignation from the position of Regular Director and Mr. Javier Pérez Cardete took over his replacement.
Senior Management
Our senior management consists of the Chief Executive Officer and those executive officers who have decision-making powers and who report directly to the Chief Executive Officer. As described below, the main members of our senior management are members of the Management Committee. The table below shows the names of our senior managers and the year of their appointment to such position, as well as their business background. The senior managers are appointed for an indefinite period.
| Name |
First |
Current Position |
Date of Birth |
Background and Business Experience | ||||
| Martín Ezequiel Zarich | 2015 | Chief Executive Officer | 04/09/1964 | Work Experience: alternate director at BBVA Argentina; regular director at BBVA Consolidar Seguros S.A.; regular director at BBVA Francés Valores S.A.; council chairman at Fundación Banco Francés; director of innovation and development at BBVA Argentina; merger director at BBVA Argentina; planning director at BBVA Argentina; financial director at BBVA Argentina; retail banking director at BBVA Argentina; director at Credilogros; director at BBVA Banco Francés Uruguay; deputy general director, business development at BBVA Group; sub deputy director general development of the business of the BBVA Group; economist at Banco de Crédito Argentino; management control and budget manager at Banco de Crédito Argentino; director of planning, control of management and economics at Banco de Crédito Argentino.
Mr. Zarich joined the Bank in 1987. | ||||
| Carmen Morillo Arroyo | 2022 | Director, Finance | 03/14/1976 | Work Experience: Global Financial Planning Performance discipline leader; Director of Planning and Management Control for Businesses in South America; Manager of Planning and Management Control of South American Banks; Financial Analyst; Business Banking Manager BBVA Spain.
Ms. Morillo Arroyo joined the Bank in 2022. | ||||
| Juan Christian Kindt | 2019 | Director, Business Development | 11/14/1969 | Work Experience: Business Execution Manager at BBVA; Segment and Business Manager at BBVA; TMKT Commercial Channels and Customer Service Manager at BBVA; Manager of Financing and Consumption in Commercial Banking at BBVA; Zonal Manager of the Metro Sur zone and Territorial Zonal Manager Buenos Aires at BBVA; Comodoro Rivadavia Branch Manager at BBVA.
Mr. Kindt joined the Bank in 1994. | ||||
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| Name |
First |
Current Position |
Date of Birth |
Background and Business Experience | ||||
| Leandro Alvarez | 2020 | Director, Engineering Data | 03/26/1970 | Work Experience: Head of Solutions Development at Business Development Officer, Assistant Manager of Channels Application Architecture; Regional manager for Latin America for the technological replacement of the bank branch systems where BBVA has been present (BBVA Aplica SA) and Assistant Manager of Channels and Markets.
Mr. Alvarez joined the Bank in 1994. | ||||
| Pablo Hernan Jordan | 2021 | Director, Commercial | 06/13/1977 | Work Experience: Chief Commercial Officer at BBVA Argentina since October 2021. Previously, he served as Business Coordination Manager, Territorial Manager, Commercial Banking Manager, Deputy Territorial Manager for Retail Banking, Territorial Commercial Assistant, VIP Executive and Individual Banking Officer, all positions at BBVA Argentina.
Mr. Jordan joined the Bank in 1998. | ||||
| Gustavo Osvaldo Fernández | 2010 | Director, Talent Culture | 01/22/1964 | Work Experience: director of technology and operations at BBVA; systems and organizations coordinator at Banca Nazionale del Lavoro; systems coordinator at Banco de Galicia; organization and systems development manager at Banco de Crédito Argentino; design and development manager at BBVA Argentina; media director at BBVA Argentina; design and development at América director at BBVA; and business partner America at BBVA.
Mr. Fernández joined the Bank in 1995. | ||||
| María Verónica Incera | 2023 | Director, Corporate Investment Banking | 05/14/1970 | Work Experience: Head of Global Clients in the United States, having corporate governance responsibilities for the BBVA NY Branch; Industry Banker for Consumers. Before joining BBVA, she worked for Credit Agricole in Argentina and New York, where she held various positions.
Ms. Incera joined the Bank in 2023. | ||||
| Gerardo Fiandrino | 2015 | Director, Risks | 11/11/1965 | Work Experience: retail banking director for South América at BBVA; wholesale banking director for South América at BBVA; retail risks manager at BBVA Argentina; wholesales and corporate manager at BBVA Argentina; admission and control manager at BBVA Argentina; control and operational risks manager at BBVA Argentina; director at Rombo Compañía Financiera S.A.; director at PSA Finance Argentina Compañía Financiera S.A; portfolio control manager at Banco de Crédito Argentino; and senior investment banking officer at Banco de Crédito Argentino.
Mr. Fiandrino joined the Bank in 1992. | ||||
| Eduardo González Correas | 2017 | Director, Legal Services | 03/07/1982 | Work Experience: Legal manager Banking Business, Corporate Investment Banking at BBVA Argentina; Legal Assistant Manager Corporate Investment Banking at BBVA Argentina; lawyer Legal Assistant Management Corporate Investment Banking at BBVA Argentina; lawyer at Estudio Jurídico Allende Brea; lawyer at Estudio Jurídico Pérez Alati, Grondona, Benites, Arntsen Martínez de Hoz (h).
Mr. González Correas joined the Bank in 2008. | ||||
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| Name |
First |
Current Position |
Date of Birth |
Background and Business Experience | ||||
| Mónica Gabriela Etcheverry | 2022 | Chief Internal Control and Compliance Officer | 05/30/1964 | Work Experience: Deputy Director of Compliance at Banco BBVA Argentina S.A.; Accounting Manager at BBVA Banco Francés S.A. (BBVA Argentina); Financial Audit Manager (BBVA Argentina); Vice President of Internal Audit in the New York and Miami branches of Argentaria (Banco Exterior de España) USA; Member of the International Internal Audit team of Banco Exterior de España for America.
Ms. Etcheverry joined the Bank in 2000. | ||||
The service agreements of the directors and the executive officers of the Bank do not provide for benefits upon termination of employment except as described in “—B. Compensation” below.
| B. | Compensation |
The Bank has a Nomination and Remunerations Committee which was created on March 30, 2009. Its members must be directors with no executive functions and the majority of its members must be “independent”. Its main functions are to provide assistance to the Board in all issues regarding compensation policies and other benefits. Moreover, it is also in charge of stating the terms and conditions for the selection and hiring of the key principal executives of the Bank. As of the date hereof it consists of (i) Gabriel Eugenio Milstein; (ii) Jorge Delfín Luna; (iii) Adriana Fernández de Melero; (iv) Gustavo Fernández; and (v) Eduardo González Correas.
The aggregate amount of compensation paid by the Bank and its subsidiaries during the fiscal year ended December 31, 2022 to all directors and officers for services in all capacities, including salaries and bonuses, was Ps.1,444,264 million. This amount also included compensation accrued during 2021 and paid in 2022. We hereby confirm that disclosure of the directors individual compensation is not required under Argentine law. Moreover, Argentine legislation requires approval of an aggregate amount of Director’s compensation in the annual ordinary shareholders’ meeting.
During the fiscal year ended December 31, 2022 and 2021, the Bank did not pay, set aside or accrue any amount as contribution to pension plans.
| C. | Board practices |
Our corporate governance system is based on the distribution of functions between the Board and the several committees described below.
Supervisory Committee
The primary responsibilities of the Supervisory Committee are to monitor management’s compliance with Argentine corporate law, the Bylaws, the Bank’s internal regulations, if any, and the shareholders’ resolutions. It also performs other functions, including, but not limited to: (i) attending meetings of the Board, the Management Committee and shareholders’ meetings, (ii) calling extraordinary shareholders’ meetings when deemed necessary and ordinary and special shareholders’ meetings when not called by the Board, and (iii) investigating written complaints of shareholders. In performing these functions, the Supervisory Committee does not control our operations or assess the merits of the decisions made by the directors.
The Supervisory Committee has unlimited access to our books and records and a right to request as much information as necessary for the performance of its duties.
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At the ordinary and extraordinary shareholders’ meeting of BBVA Argentina held on April 29, 2022, the following members were appointed to the Supervisory Committee:
| Expiration of term | ||||||||
| Regular | ||||||||
| Gonzalo José Vidal Devoto | December 31, 2022 | |||||||
| Vanesa Claudia Rodríguez | December 31, 2022 | |||||||
| Julieta Paula Pariso | December 31, 2022 | |||||||
| Alternate | Lorena Claudia Yansenson | December 31, 2022 | ||||||
| Daniel Oscar Celentano | December 31, 2022 | |||||||
Both the regular and alternate members of the Supervisory Committee as of December 31, 2022 had represented, in their capacity as lawyers, to the Bank that: (a) they performed or were prepared to perform the function of legal advisors with the professional independence required by technical resolution No. 15 of the Argentine federation of professional councils in economic sciences; (b) they were members of Biscardi Asociados S.R.L. and qualified as “independent” according to General Resolution No. 622 (New Text 2013), and (c) they disclosed all the information required by the CNV regarding their professional relations with the Bank.
Below is some background information of the current members of the Supervisory Committee.
| • | Gonzalo José Vidal Devoto: Lawyer, member of Biscardi Asociados S.R.L.; regular member of the Supervisory Committee of Bimbo de Argentina S.A.; Rombo Compañía Financiera S.A.; BBVA Francés Valores S.A.; Banco BBVA Argentina S.A.; BBVA Broker S.A; BBVA Consolidar Seguros S.A; Consolidar AFJP (undergoing liquidation proceedings). Centro Automotores S.A.; Centro del Norte S.A.; Cormasa S.A.; Courtage S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; INC S.A.; Plan Rombo S.A. de Ahorro para Fines Determinados; Santista Argentina S.A.; VTV Norte S.A.; Banco de Servicios Financieros S.A.; Alimentos Valente Argentina AVA S.A.; Rombo Compañía Financiera S.A; Renault Argentina S.A; VTV Metropolitana S.A.; Bimbo Frozen Argentina S.A. and Metalurgica Tandil S.A. He serves as an alternate member of the supervisory committee in: Consultatio Asset Management Gerente de Fondos Comunes de Inversión S.A; Volkswagen Financial Services Compañía Financiera S.A.; Orazul Energy Cerros Colorados S.A. and Industrial Asset Management Sociedad Gerente de Fondos Comunes de Inversion S.A. |
| • | Vanesa Claudia Rodríguez, Senior Lawyer at Biscardi Asociados; she is in charge of the corporate law area of the firm. From that position, she advises firms such as Compañía de Alimentos Fargo S.A., GDC Argentina S.A., Pandurata Argentina S.A., Daikin Air Conditioning Argentina S.A. (among others), in all matters related to corporate advice for companies. She worked at the Sáenz Valiente Asociados Law Firm as a lawyer, and later as an associate, advising clients such as Grupo Clarín, Cablevisión S.A., Artear and AGEA, among others. Mrs. Rodríguez graduated from the National School of Commerce of Formosa with the title of commercial expert and later graduated as a lawyer at the Universidad Católica Argentina with diploma of honor. She specialized in Corporate Law at the Universidad Notarial Argentina, also pursuing postgraduate degrees at UADE and at the Universidad Católica Argentina. She also completed the Master of Laws at New York University (NYU), being admitted to practice law in the state of New York. She is a Professor of Private International Law at the Universidad Católica Argentina and UCES, a professor in Compliance specialization courses and a member of the Institute of Private International Law of the Bar Association of Buenos Aires. |
| • | Julieta Paula Pariso: Lawyer, member of Biscardi Asociados S.R.L.; regular member of the Supervisory Committee of: Banco BBVA Argentina S.A.; BBVA Broker S.A Consultatio Asset Management Gerente De Fondos Comunes De Inversión S.A.; Daikin Air Conditioning Argentina S.A; Rombo Compañía Financiera S.A.; BBVA Consolidar Seguros S.A.; Centro Automotores S.A.; Centro del Norte S.A.; Consolidar AFJP S.A. (undergoing liquidation proceedings); Cormasa S.A.; Courtage S.A.; Orazul Energy Cerros Colorados S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; BBVA Francés Valores S.A.; Industrial Valores S.A.; Metalúrgica Tandil S.A.; Plan Rombo S.A. De Ahorro Para Fines Determinados; Renault Argentina S.A.; Rombo Ahorro S.A. De Ahorro Para Fines Determinados; Santista Argentina S.A.; V.T.V. Norte S.A.; Banco de Servicios Financieros S.A.; VTV Metropolitana S.A.; INC S.A. Industrial Asset Management Sociedad Gerente de Fondos Comunes de Inversión S.A. and Volkswagen Financial Services Compañía Financiera S.A. |
| • | Lorena Claudia Yansenson: Lawyer, member of Biscardi Asociados S.R.L.; alternate member of the Supervisory Committee of Bimbo de Argentina S.A.; Rombo Compañía Financiera S.A.; BBVA Francés Valores S.A.; Banco BBVA Argentina S.A.; BBVA Broker S.A; Consolidar Seguros S.A; Consolidar AFJP(undergoing liquidation proceedings).;Centro Automotores S.A.; Centro del Norte S.A.; Cormasa S.A.; Courtage S.A.; Orazul Generating S.A; Orazul Energy Southern Cone S.R.L; INC S.A; Plan Rombo S.A. de Ahorro para Fines Determinados; Renault Argentina S.A.; Santista Argentina S.A.; VTV Norte S.A.; Banco de Servicios Financieros S.A.; Alimentos Valente Argentina AVA S.A.; VTV Metropolitana S.A.; Bimbo Frozen Argentina S.A. and Metalurgica Tandil S.A. |
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| • | Daniel Oscar Celentano: Lawyer, member of Biscardi Asociados S.R.L.; alternate member of the Supervisory Committee of: Banco BBVA Argentina S.A.; BBVA Broker S.A; Rombo Compañía Financiera S.A; BBVA Francés Valores S.A.; Consolidar AFJP S.A. (undergoing liquidation proceedings); BBVA Consolidar Seguros S.A.; Metalúrgica Tandil S.A.; Courtage S.A.; Centro del Norte S.A.; Centro Automotores S.A.; Orazul Generating S.A.; Orazul Energy Southern Cone S.R.L.; Renault Argentina S.A.; Cormasa S.A.; Plan Rombo S.A. de Ahorro para Fines Determinados; Santista Argentina S.A.; Banco de Servicios Financieros S.A.; VTV Norte S.A.; VTV Metropolitana S.A.; Rombo Ahorro S.A. de Ahorro para Fines Determinados and INC S.A. |
There are no agreements between the Bank and its directors, members of the Supervisory Committee or main executives, as a consequence of which the directors, members of the Supervisory Committee or main executives might have interests in opposition to those of the Bank, according to the provisions of Article 272 of the Argentine Companies Law.
Audit Committee
According to the Board’s resolution dated June 29, 2021, BBVA Argentina has an Audit Committee to comply with the provisions set out by the Central Bank in its Communication “A” 6552 and the standards of Law No. 26,831 as modified by Law No. 27,440, whose current composition is as follows:
| Members: | Adriana Fernández de Melero | |
| Javier Pérez Cardete | ||
| Ernesto San Gil |
According to Section 303A.07(b) of the NYSE Listed Company Manual, all of the members of the Audit Committee must be “independent”. Moreover, according to Law No. 26,831 the Audit Committee must consist of at least three members of the Board, the majority of whom should be independent directors. Each of the members of the Audit Committee qualify as an independent director according to the independence criteria set forth by General Resolution No. 622 of the CNV.
The Audit Committee meets once a month. In each of these meetings, the Audit Committee shall be in charge of assisting the Board of Directors in the monitoring of the internal control environment and in the validation of existing facts or circumstances and improvement of controls covering the main risks of the Bank, financial statements, external auditors, directors’ fees, transactions with related parties and conflicts of interest.
The Audit Committee’s duties are set forth below:
1. Internal Control Environment and Financial Statements:
| • | Monitor the proper operation of internal controls and the development and publication of the administrative and accounting system. |
| • | Ensure the consistency and integrity of all the documentation provided to the market. |
| • | Evaluate observations on internal control weaknesses found by auditors and by comptroller bodies. |
| • | Submit to the Board, at the time of publication of the year-end financial statements, a report on the status of the internal control system. |
| • | Know and monitor the internal control environment and the controls that cover the main risks to which the Bank is exposed. |
| • | Hold meetings with the Management Division for the purpose of reporting on the Bank’s exposure to the relevant risks. |
| • | To know the results of the reports that the Bank’s Supervisory Committee and the different control committees established by the Central Bank issue in compliance with their duties. |
| • | To engage independent counsel and other advisors as it deems necessary to carry out its duties, for which the Bank shall ensure that the Audit Committee has sufficient funding. |
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2. Internal Audit:
| • | Propose to the Board the selection, appointment, re-election and separation of the person responsible for the Internal Audit duty, on the basis of the candidates shortlisted within the executive scope by the Talent and Culture area. |
| • | Oversee the independence, effectiveness and development of the Internal Audit function. |
| • | Review and approve the annual work program and the reports issued by the Bank’s internal audit area, as well as its level of compliance, ensuring that it has adequate resources to carry out its duties and functions in the entity. |
| • | Ensure that the Internal Audit is provided with the material and human resources necessary for the effective discharge of its functions, both in terms of staff, as well as material elements, systems, procedures and performance manuals. |
| • | Analyze and, where appropriate, approve the annual work plan of the Internal Audit, as well as those additional plans of an occasional or specific nature to be implemented for reasons of regulatory changes or for the needs of the Bank’s business organization. |
| • | Receive monthly information from the head of the Internal Audit on the activities carried out, as well as on incidents and obstacles that may arise and verify that the Senior Management takes into account the conclusions and recommendations of its reports. Similarly, monitor such plans, with the possibility to delegate to the Chairman the performance of preparatory tasks to facilitate the work of the Committee. In the event of substantial deviations in the timing of the implementation of the actions provided for in the plans, or in the scope of the reviews, the Audit Committee shall be informed of the reasons for such deviations by submitting for approval such amendments as may be appropriate to the plans of the Internal Audit. Notwithstanding the foregoing, the head of the Internal Audit shall also report to the Board in full, as often as appropriate, on the activities carried out by the Internal Audit department. |
| • | To know the degree of compliance by the audited units with the corrective measures recommended by the Internal Audit in previous actions, and to report to the Board of Directors cases that may pose a relevant risk to the Bank. |
| • | The Committee shall be informed of irregularities, anomalies or non-compliances that the Internal Audit department has detected in the course of its proceedings, provided that they are relevant. “Relevant” means those that may cause significant and material impact or damage to the Bank’s assets, results, or reputation, the assessment of which shall be at the discretion of the Internal Audit department. |
3. External Audit:
| • | Review the external auditors’ plans, assess their performance and provide an opinion thereon in its Annual Management Report. |
| • | Analyze the reasonableness of the fees billed by external auditors. |
| • | Request the external auditor to report to the Audit Committee any relevant fact that has a significant impact on the Bank’s assets, results, or reputation, or that constitutes a relevant weakness in its internal controls. |
| • | Meet with management and external auditors to discuss the annual and interim financial statements. |
| • | Provide the mechanisms for the reports to be presented by the external and internal auditors of financial institutions to be presented in a timely manner. |
| • | When shareholders representing not less than 5% of the share capital, request the Bank to appoint an external auditor proposed by them for the performance of one or more particular tasks, the Audit Committee shall previously issue an opinion and inform the CNV. |
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4. Issuance and Share Plans and Acquisition of Own Shares. Directors´ Fees:
| • | Give an opinion and make it public, on the compliance with legal requirements and on the reasonableness of the conditions for the issuance of shares or convertible securities in the event of a capital increase with exclusion or limitation preferred subscription rights. |
| • | Issue a report prior to any decision of the Board of Directors to acquire the Bank’s own shares. |
| • | Give an opinion on the reasonableness of the proposals made by the Board of Directors on fees and stock options plans for the Company directors and managers. |
5. Transactions with Related Parties and Conflict of Interest:
| • | Ensure that transactions between related parties are carried out in accordance with the provisions of Law 26,831, issuing an informed opinion regarding transactions with related parties in the established and specifically required cases. |
| • | It shall immediately provide the market with full information on transactions in which there is or may be a conflict of interest between the Bank and members who participate in the corporate bodies or controlling shareholders of the Bank. |
6. Standards of Conduct:
| • | Investigate the irregular behavior or that which may not be in conformity with the applicable regulations or with the BBVA Argentina Code of Conduct. |
| • | Review the Bank’s rules of conduct, ensure that they are properly disseminated to all the Bank’s staff and verify compliance with those rules of conduct. |
| • | Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. |
7. Action Plan and relationship with regulatory authorities:
| • | Annually present an action plan for the year, which will be submitted to the Board of Directors and the Supervisory Committee within 60 calendar days from the beginning of the financial year, in which it shall inform the treatment given during the year to the questions within its competence as provided for in Article 18 of Chapter III of the CNV Rules. |
| • | Maintain constant communication with the Superintendence´s officers responsible for the control of the Bank in order to know their concerns, the problems detected in the inspections carried out and the actions for their solution. |
All directors, members of the Supervisory Committee, managers and external auditors must, at the request of the Audit Committee, attend its sessions and cooperate with it, facilitating its access to such information as may be available to them. In order to ensure a more appropriate exercise of the powers and duties contemplated herein, the Audit Committee may request the advice of lawyers and other independent professionals and retain their services for the account of the Bank within the budget allocated for such purposes by the shareholders’ meeting. The Audit Committee shall have access to such information and documentation as it may deem necessary in order to comply with its obligations.
Nomination and Remunerations Committee
According to the Board’s resolution dated June 24, 2022, BBVA Argentina has a Nomination and Remunerations Committee, whose current composition is as follows:
| Members: | Adriana Fernández de Melero | |
| Gabriel Eugenio Milstein | ||
| Jorge Delfín Luna |
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| Guest members: | Gustavo Fernández | |
| Eduardo González Correas |
Its main purpose is to provide information and advice regarding the nomination and compensations of directors and executive officers. Its main functions are to:
| • | establish the requirements for the appointments of directors and executive officers; |
| • | approve training programs for directors and executive officers; |
| • | approve policies and criteria for the evaluation of performances of directors and executive officers; |
| • | annually inform the Board of Directors of the criteria enforced to determine the compensation of directors and executive officers; and |
| • | state the policies for the promotion, layoff, suspension and retirement of directors and executive officers. |
Special Committees of the Bank’s Management
The Bank has the following special committees:
| • | Management Committee |
As of the date of this annual report, the Management Committee consists of: (i) Martín Ezequiel Zarich; (ii) Pablo Hernan Jordan; (iii) Juan Christian Kindt; (iv) Gustavo Fernández; (v) Carmen Morillo Arroyo; (vi) Gerardo Fiandrino; (vii) Leandro Alvarez; (viii) María Verónica Incera; (ix) Eduardo González Correas and (x) Mónica Gabriela Etcheverry
The obligations of the Management Committee are to: (i) establish the business and investment strategies, the general risks policies, and the human resources policies of the Bank and cooperate with the General Manager in their implementation; (ii) delegate powers to other officers; (iii) analyze and approve the general annual budget, monitor its evolution and determine corrective measures according to internal and market variables and (iv) create business synergies with other companies of the group.
The Management Committee meets monthly.
| • | Information Technology Committee |
The Information Technology Committee is responsible for the institutional treatment of the policies, goals and planning of the information systems area, and as of the date of this annual report consists of: (i) Leandro Alvarez; (ii) Gabriel Eugenio Milstein; (iii) Analía González, (iv) Daniel Neme; (v) Atilio Lucarelli; (vi) Sergio Sirotinsky; (vii) Germán Guarine; (viii) Marcelo Palmero; (ix) Verónica Redlich; (x) Leonardo Rojas y (xi) Alberto Ocampo.
The Information Technology Committee meets quarterly.
| • | Disclosure Committee |
As of the date of this annual report, the Disclosure Committee consists of: (i) the financial director Carmen Morillo; (ii) the legal services director, Eduardo González; (iii) the accounting manager, Carlos Reinaudo; (iv) the investor relations manager, Inés Lanusse; (v) the associate of investors and rating agents, Belén Fourcade; (vi) the risks director, Gerardo Fiandrino and (vii) the Head of Secretary of the Board of Directors, Gabriela Verónica Valdez
The general functions of the Disclosure Committee are to ensure, with respect to all information to be disclosed by the Bank to its shareholders, to the markets where its shares are listed and to the regulatory entities of said markets, (i) that the information required to be disclosed to the public (whether directly or through regulatory bodies) is recorded, processed, summarized and reported accurately and in a timely manner and (ii) that such information is collected and communicated to managers and directors in due time and form in order to take appropriate decisions on the required information.
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The Disclosure Committee meets quarterly or as otherwise necessary.
| • | Asset Laundering and Terrorism Financing Prevention Committee |
The Asset Laundering and Terrorism Financing Prevention Committee as of the date of this annual report consists of: (i) two directors, Gabriel Eugenio Milstein, who is the compliance officer on money laundering prevention before the anti-money laundering organism (Unidad de Información Financiera) and Gustavo Alberto Mazzolini, (ii) the compliance director, Mónica Etcheverry; (iii) the official in charge of the compliance area processes, Adriana Scorza and (iv) the responsible for the money laundering prevention area, Federico Maliandi.
In order to comply with its control and prevention purposes, the Asset Laundering and Terrorism Financing Prevention Committee assumes the following responsibilities:
| • | to deal with all matters related to the prevention of terrorism assets laundering and financing; |
| • | to define operational policies and continuously monitor their degree of advancement; and |
| • | to assign duties to the different areas involved. |
Each member assumes the following functions:
| • | to render his or her area of activity more sensitive as to the importance of preventing terrorism assets laundering and financing; |
| • | to detect any relevant situation which may occur in his or her area; |
| • | to analyze any new product or service and evaluate potential asset laundering risks; and |
| • | to assume the necessary commitments in his or her area in order to implement prevention systems in coordination with the officer responsible for asset laundering prevention. |
The Asset Laundering and Terrorism Financing Prevention Committee meets every three months, or extraordinarily whenever the coordinator should deem it convenient due to the existence of relevant matters to be discussed.
Not later than five business days prior to any meeting the regulatory compliance director shall discuss with the secretary the agenda to be discussed at the meeting, and the secretary will submit such agenda to the members of the committee.
| • | Compliance Committee |
The Compliance Committee consists of: (i) the executive director, Martín Ezequiel Zarich; (ii) the compliance director, Mónica Etcheverry; (iii) the retail banking director, Pablo Hernán Jordan; (iv) the financial area director, Carmen Morillo; (v) the legal services director, Eduardo González; (vi) the risks director, Gerardo Fiandrino and (vii) the internal audit director, Adolfo Rivera, who attends as an observer with voice but without vote.
The main functions of the Compliance Committee are to:
| • | set action plans and continuously review their progress; |
| • | contribute to preserve the corporate integrity of BBVA Argentina, ensuring the effective application of the Code of Conduct and the Regulations of Conduct in the Capital Markets; |
| • | encourage and promote a culture of ethics and integrity, promote the adoption of necessary measures to resolve queries, concerns, suggestions in relation to compliance and application of the Code of Conduct as well as ethically questionable actions that may arise in the context of the Bank’s operations; |
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| • | promote and monitor the operation and effectiveness of the Whistleblower Channel and the review of its most significant cases; |
| • | ensure compliance with the provisions of the Protection of Users of Financial Services, considering the claims submitted by users and adopting actions that mitigate their occurrence; |
| • | assume the necessary commitments and agree on actions to carry out prevention systems, in coordination with the Responsible for Asset Laundering and Terrorism Financing Prevention; and |
| • | promote training and raise awareness about the importance of compliance with the Code of Conduct and the Compliance Committee’s actions. |
The Compliance Committee meets on a monthly basis.
| • | Risk Management Committee |
This committee consists of the risks director, the retail risk and process transformation manager, the wholesale risks manager, the internal risk control manager, a member of Internal Risk Control as Technical Secretary, the manager of financial risks and reporting, all of them as permanent participants; the Executive Director; the Head of the subject area; the CIB Director and/or the Manager of Global Transactional Banking and/or the Manager of Global Markets Argentina; the Commercial Director and/or the Retail Coordination Manager and/or the Business Coordination Manager; all of them as guests and the Business Development Director and/or the Business Implementation Manager as lecturer.
The main purpose of the Risks Management Committee is to:
| • | approve any transactions and financial programs of clients which exceed the powers granted to the credit risk, financial institutions and issuer risk committee, and any other matter solved outside the regional scope. Any and all transactions which may result special or exceptional may be dealt with by such committee; |
| • | approve refinancing, cancellations and penalties for individual or corporate clients; |
| • | approve the operations of non-delegated risks (risks concerning means of communications, public importance, political parties, trade unions or associated companies of the Bank or its members); |
| • | treat the proposal for delegation of powers that will then be submitted to the Board for approval; |
| • | approve the Specific Risk Management Framework annually and periodically monitor the evolution of the metrics defined therein; |
| • | define and approve the necessary strategies, manuals, policies, practices and procedures to identify, evaluate, measure and handle the risks to which the entity is exposed to (credit, market, structure, liquidity, operational risks, among others); |
| • | approve credit policies, rating tools and models and campaigns of pre-approved items or massive campaigns); |
| • | approve the limits of asset allocation and stress tests; |
| • | call the Crisis Committee if necessary; |
| • | submit to the Board those issues required by the local regulator; |
| • | presentation and analysis of periodic management reports, which must subsequently be submitted to Senior Management and the Board. These reports should include the main aspects of the management of all the risks of the entity; |
| • | approve quarterly the prioritization of SDA projects (Intradominium refinement); and |
| • | monthly review of IFRS9 sanitation according to IFRS9 methodology. |
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| • | Corporate Assurance Committee |
As of the date hereof, the Corporate Assurance Committee consists of the executive director as Chairman, the members of the Management Committee as permanent participants and the Secretary of the Committee, which is the non-Financial Risk Manager.
The main functions of this committee are:
| • | to promote and ensure the effectiveness of the control model and the necessary culture of transparency and self-criticism; |
| • | to ensure the implementation and maintenance of the corporate assurance model within the BBVA Group entities; |
| • | to prioritize control weaknesses identified by the expert areas and the internal audit bureau regarding adequacy, appropriateness and timeliness of the proposed remedial actions; |
| • | to ensure that experts activities are carried out with self-criticism and transparently; |
| • | to understand, evaluate, and assign responsibilities for managing risks that are submitted for consideration; |
| • | to give timely follow up on agreed action plans to mitigate risks; |
| • | to communicate to specialists and business units all decisions; |
| • | to promote awareness of the operational risk model, as well as the dissemination of corporate policies governing the matter; |
| • | to solve and take decisions regarding the operational risk, required by its materiality or importance; |
| • | to ensure the implementation of the operational risk model and facilitate proper management for operational risks related to BBVA Argentina business; |
| • | to supervise the proper implementation of tools and model methodology; and |
| • | to deal with any matter that enhances the quality and reliability of BBVA Argentina internal controls and its affiliated companies. |
Meetings of the Corporate Assurance Committee may be ordinary and extraordinary. The former, are held on a quarterly basis, summoned in advance by the secretary. The latter are held when summoned by the secretary or upon the request of one or more members of the committee when special circumstances so require it.
| • | Assets and Liabilities Committee |
The Assets and Liabilities Committee consists of: (i) the executive director, Martín Ezequiel Zarich; (ii) the business development director, Juan Christian Kindt; (iii) the financial director, Carmen Morillo Arroyo; (iv) the risks director, Gerardo Fiandrino; (v) the commercial director, Pablo Hernán Jordan; (vi) the corporate investment banking director, María Verónica Incera; (vii) the Financial Management Manager, Diego Cesarini, all of them as permanent participants; (viii) the BBVA Research director, Marcos Dal Bianco; and (ix) the financial risks manager and reporting, Germán García, all of them as guests.
The main functions of this committee are:
| • | to monitor macroeconomic variables; |
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| • | to analyze and discuss domestic and foreign market conditions and forecast any potential impact on the Bank’s structural risks; |
| • | to monitor and control limits and liquidity alerts, rates, change position and market risks, both internal and regulatory, and to define corrective actions if necessary; |
| • | to analyze the historical evolution and projection of the balance sheet, deviations from budget, and comparison against the market and competition; |
| • | to monitor the Bank’s excess liquidity, comparison of market and analysis of stress scenarios; |
| • | to determine the resource allocation strategy; |
| • | to determine price and products policy for assets and liabilities; |
| • | to monitor the Bank’s financial margin and its main deviations; |
| • | to determine the strategy to be applied for investments and surplus; |
| • | to analyze risks associated with investments in the public sector; |
| • | to analyze the historical and projected evolution of the capital position and projected dividends of the Bank; and |
| • | to order financial or other analyzes deemed necessary to optimize management of the items mentioned above. |
This committee meets on a monthly basis.
Also in compliance with resolutions of the Central Bank or other controlling bodies, the Bank has appointed different officers responsible for specific subjects, as detailed below:
| • | Responsible for Foreign Exchange Positions (Communication “A” 4246 BCRA) |
Main Responsible Officer: Germán Adolfo Salse
Alternate Responsible Officer: Claudia Sapiz
| • | Responsible for Foreign Exchange Control (Communication “A” 4246 BCRA) |
Main Responsible Officer: Leonardo Rojas
Alternate Responsible Officer: Claudia Sapiz
| • | Responsible for costumer services in compliance with Communication “A” 5388 of BCRA. |
Responsible Manager: Jorge Delfín Luna
Main Responsible Officer: Rubén Lemme
Alternate Responsible Officer: Mónica Gabriela Etcheverry / Carolina Noelia Guevara
| • | Responsible for the Liquidity Policy (Communication “A” 2879 BCRA): |
Main Responsible Officer: Diego Cesarini
| • | Responsible for Information Systems (Communication “A” 2593 BCRA) |
Main Responsible Officer: Carmen Morillo Arroyo
Alternate Responsible Officer: Juan Christian Kindt
| • | Responsible for Market Relations (Law No. 26.831) |
Main Responsible Officer: Eduardo González Correas / Carmen Morillo Arroyo
Alternate Responsible Officers: Inés Lanusse / Gabriela Valdez
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| • | Compliance Officer on Money Laundering Prevention (Communication “A” 5004 BCRA): |
Main Responsible Officer: Gabriel Eugenio Milstein
Alternate Responsible Officer: Gustavo Alberto Mazzolini Casas
| • | Security Responsible for Financial Entities (Communications “A” 5120 and 5132) |
Main Responsible Officer: Juan Antonio Calderón
Alterante Responsible Officer: Victor Fabian Garibotto
Advisors
All internal legal advice is provided to the Bank by its own legal services department.
| D. | Employees |
The following table shows the breakdown of our full-time payroll employees as of December 31, 2022, 2021 and 2020:
| As of December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Main office |
4,011 | 3,863 | 3,118 | |||||||||
| Branches |
1,877 | 2,000 | 2,901 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
5,888 | 5,863 | 6,019 | |||||||||
|
|
|
|
|
|
|
|||||||
Our employees are represented by a national bank union with optional membership. As of December 31, 2022, 2,288 employees were unionized. The union negotiates a collective bargaining agreement to establish minimum salaries for all of its members. We have not experienced any conflicts with the union for over 20 years and we consider relations with our employees to be satisfactory.
We have a personnel Training and Development Department, which is in charge of the training of all of the Bank’s employees. This includes in-house training courses and seminars in all the areas: Operations, Technology and Business (Branches, Corporate Banking). We provide bonuses to individual employees on a discretionary basis, taking into consideration individual merit and overall profit levels. We do not have a formal profit-sharing plan.
The Bank does not employ a significant number of temporary employees.
| E. | Share Ownership |
As of February 28, 2023, Gabriel Eugenio Milstein (Regular Director) owned shares in BBVA Argentina. His share ownership in the Bank represented less than 1% of the capital stock of the Bank. The shares owned by this director do not have different voting rights.
None of our directors or our remaining senior executives own shares or options on shares of BBVA Argentina.
| F. | Disclosure of a registrant’s action to recover erroneously awarded compensation |
Not Applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
| A. | Major Shareholders |
The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of March 31, 2023, by each person who, to our knowledge, beneficially owned more than 5% of our ordinary shares as of such date. These persons do not have different voting rights.
| Ordinary Shares Beneficially Owned at March 31, 2023 | ||||||||
| Beneficial Owner |
Number of Shares |
Percentage of Shares Outstanding |
||||||
| Banco Bilbao Vizcaya Argentaria S.A. |
244,870,969 | 39.97 | % | |||||
| BBV América SL (1) |
160,110,585 | 26.13 | % | |||||
| The Bank of New York Mellon (2) |
102,838,353 | 16.78 | % | |||||
| Administración Nacional de Seguridad Social |
43,279,620 | 7.06 | % | |||||
| (1) | BBV América S.L. is under the control of BBVA. |
| (2) | As holder agent of ADSs. |
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Our capital stock at December 31, 2022 was 612,710,079 shares. As of such date, BBVA had an equity interest in the Bank of 66.55%.
On October 9, 2019, the CNV issued Resolution No. 20,484/2019 approving the merger of BBVA Francés Valores S.A. into the Bank. As a result, the Bank was authorized to issue 50,441 ordinary shares, with a nominal value of Ps.1 and entitling to one vote each to be delivered to BBVA Francés Valores S.A.’s minority shareholders.
On August 27, 2021, the definitive agreement for the merger by absorption, the capital increase and the dissolution without liquidation of BBVA Francés Valores S.A. was registered in the Public Registry under No. 13,335 and 13,336 of Book 104 of Corporations.
On September 28, 2021, 50,441 ordinary, book-entry shares with a par value of one peso (Ps.1) each and entitled to one vote per share of BBVA Argentina, were delivered to the shareholders of BBVA Francés Valores S.A.
We are a corporation registered under Argentine law whose shareholders restrict their liability to the shares they have subscribed and paid-in under the Argentine Companies Law. Therefore, and in terms of Law No. 25,738, no shareholder of the Bank, whether foreign or local, is liable beyond such paid-in shares for obligations deriving from transactions made by the Bank.
We are unaware of any arrangements the operation of which may, at a subsequent date, result in a change of control of BBVA Argentina.
As of December 31, 2022, according to our records 13 holders of ordinary shares and 34 registered holders of ADSs (in accordance with the records of the Bank of New York Mellon (“BoNY”), as depositary for the ADSs) have an address in the United States, representing 17.72% of our issued and outstanding ordinary shares.
| B. | Related Party Transactions |
The following table presents the aggregate amounts of total financial exposure of BBVA Argentina to related parties for the two-month period ended February 28, 2023 and for the fiscal year ended December 31, 2022. Related parties include controlled companies, controlling shareholders and entities under common control, key management and directors and associated entities.
The financings described below (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
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| February 28, 2023 | December 31, 2022 | |||||||||||||||||||||||||||||||||||||||
| Related Party |
Largest Outstanding Amount (1)(2) |
Interest Rates |
Amount Outstanding (2) |
Interest Rates |
Nature | Largest Outstanding Amount (1)(2) |
Interest Rates |
Amount Outstanding (2) |
Interest Rates |
Nature | ||||||||||||||||||||||||||||||
| Controlled, Controlling and Under Common Control Entities |
||||||||||||||||||||||||||||||||||||||||
| BBVA and subsidiaries |
2,845,942 | — | 2,845,942 | — | |
Guarantees given and correspond- dents |
|
4,126,563 | — | 930,500 | — | |
Guarantees given and correspond- dents |
| ||||||||||||||||||||||||||
| BBVA Asset Management S.A.U. |
4,873,583 | 32.73 | % | 4,873,583 | 32.73 | % | |
Other loans, credit card loans and equity investment |
|
3,734,513 | 32.73 | % | 3,734,513 | 32.73 | % | |
Other loans, credit card loans and equity investment |
| ||||||||||||||||||||||
| Consolidar AFJP S.A. (undergoing liquidation proceedings) |
13,858 | — | 9,522 | — | |
Other loans, guarantees given and equity investment |
|
20,162 | — | 13,858 | — | |
Guarantees given and investment |
| ||||||||||||||||||||||||||
| PSA Finance S.A. |
7,098,295 | 104.63 | % | 7,098,295 | 104.63 | % | |
Advances, call money, other loans and equity investment |
|
5,932,147 | 58.28 | % | 5,109,573 | 100.50 | % | |
Advances, credit card loans, call money, other loans and equity investment |
| ||||||||||||||||||||||
| BBVA Consolidar Seguros S.A. |
1,514,925 | 32.73 | % | 1,514,925 | 32.73 | % | |
Credit card loans, other loans and equity investment |
|
1,317,643 | 32.73 | % | 1,317,643 | 32.73 | % | |
Credit card loans, other loans and equity investment |
| ||||||||||||||||||||||
| Openpay Argentina S.A |
227,590 | — | 227,590 | — | |
Advances and equity investment |
|
215,505 | 32.73 | % | 215,505 | 32.73 | % | |
Credit card loans and equity investment |
| ||||||||||||||||||||||||
| Volkswagen Financial Services S.A |
14,225,525 | 52.32 | % | 11,487,313 | 52.32 | % | |
Advances, Credit card loans, other loans, call money and equity investment |
|
14,238,953 | 54.39 | % | 14,089,795 | 54.26 | % | |
Advances, credit card loans, other loans, call money and equity investment |
| ||||||||||||||||||||||
| Associated Entities |
||||||||||||||||||||||||||||||||||||||||
| Rombo Cia Financiera S.A. |
2,841,451 | 102.57 | % | 2,841,451 | 102.57 | % | |
Loans, other loans and equity investment |
|
2,869,989 | 102.44 | % | 2,600,380 | 102.57 | |
Call money, other loans and equity investment |
| |||||||||||||||||||||||
| Play Digital S.A. |
566,319 | 27.86 | % | 566,319 | 27.86 | % | |
Advances, Credit card loans and equity investment |
|
515,086 | 75.56 | % | 515,086 | 75.56 | % | |
Advances, credit card loans and equity investment |
| ||||||||||||||||||||||
| Key Management Personnel (3) |
154,244 | 97.98 | % | 154,244 | 97.98 | % | |
Credit card loans, personal loans, other loans, advances and real estate mortgage |
|
128,262 | 97.98 | % | 124,650 | 97.98 | % | |
Credit card loans, personal loans, other loans, advances and real estate mortgage |
| ||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
| (1) Largest amount during the period indicated. (2) In thousands of pesos. (3) Key management personnel includes those having the authority and responsibility for planning, managing and controlling the Bank’s activities, whether directly or indirectly. Based on this definition, the Bank considers the members of the Board of Directors as key personnel. The transactions included in this section (a) were made in the ordinary course of business, (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and (c) did not involve more than the normal risk of collectability or present other unfavorable features. |
| |||||||||||||||||||||||||||||||||||||||
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As of December 31, 2022, the Bank did not have outstanding any financial assistance from BBVA.
| C. | Interest of Experts and Counsel |
Not applicable.
ITEM 8. FINANCIAL INFORMATION
| A. | Financial Statements and Other Financial Information |
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results” and “Item 18. Financial Statements” and other financial information filed with this annual report.
Legal Proceedings
The Bank and its subsidiaries are involved in a number of legal and regulatory actions and proceedings, including legal claims and proceedings, civil and criminal regulatory proceedings, including class actions, governmental investigations and proceedings, tax proceedings and other proceedings. Legal and regulatory actions and proceedings are subject to many uncertainties, and their outcomes, including the timing thereof, the amount of fines or settlements or the form of any settlements, or changes in business practices we may need to introduce as a result thereof, any of which may be material, are often difficult to predict, particularly in the early stages of a particular legal or regulatory matter.
As of the date hereof, the Bank is involved in a number of legal and regulatory actions and proceedings, the adverse resolution of which may also adversely impact the Bank.
The Bank can provide no assurance that the legal and regulatory actions and proceedings to which it is subject, or to which it may become subject in the future or otherwise affected by, will not, if resolved adversely, result in a material adverse effect on the Bank’s financial position, results of operations or liquidity.
The UIF notified the Bank in May and June 2019 of the filling of two actions through summary proceedings against the Bank and the members of its Board of Directors and its compliance officer regarding alleged violations of the regulations for the prevention of money laundering. The Bank intends to defend the interests of these parties and has presented a deposition in their defense, but given their early stages is unable to predict the outcome of these actions.
On June 24, 2021 we were notified of a financial summary against the Bank, its directors and three managers, The purpose of this financial summary was to accuse the Bank of lack of regulatory compliance with Communication “A” 6981 for assuming that the company Cargill S.A. (“Cargill”) was a large exporting company, when according to the documentation presented by Cargill, such company would not fall under such category and therefore would not require authorization provided by the credit policies established by the Central Bank.
On August 4, 2021 discharges were presented against all the defendants (the Bank, its directors and three of its managers). As of the date of this annual report, the BCRA has not ruled in this regard.
On October 25, 2022 we were notified by the BCRA of the opening of several criminal proceedings against the Bank and certain of its directors and employees related to exchange operations carried out in alleged breach of the provisions of point 9 of Communication “A” 6770 BCRA (in relation to tickets associated with operations carried out between residents and the advanced payment of imports). The Central Bank proceeded to accumulate the different files and treat them as a single case. Depositions have been filed by the Bank and all accused directors and employees.
Dividends
In Argentina, financial institutions may distribute dividends provided that (i) they are not covered by the terms of sections 34 “Regularization and recovery” and 35 bis “Institution restructuring to safeguard lending and bank deposits” of the Law on Financial Institutions (Law No. 21,526); (ii) they are not receiving financial assistance from the BCRA; (iii) they are not in arrears or non-compliance with the information regime established by the BCRA; (iv) they meet minimum capital requirements and cash requirements; and (v) they have complied with the additional capital margins applicable to it as provided for in Section 4 (Additional Capital Margins) of the BCRA’s Structured Income Distribution text.
Financial institutions not included in the above paragraph may distribute earnings up to an amount equal to retained earnings of legal reserves less the following items:
| 1. | 100% of the debit balance of each of the items recorded under other comprehensive income (loss); |
| 2. | income (loss) arising from the revaluation of property, plant and equipment, intangible assets and investment properties; |
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| 3. | net positive amount arising from the difference between the measurement at amortized cost and the fair market value recorded by the financial institution with respect to public debt instruments and/or monetary regulation instruments of the BCRA valued at amortized cost, adjustments to asset valuations: (i) notified by the Superintendence—whether or not accepted by the institution—and/or (ii) required by external auditing and, in both cases, pending accounting registration; and |
| 4. | preferential asset valuation exemptions granted by the Superintendence on a case-by-case basis, including adjustments for failure to implement agreed adequacy plans. |
Amounts available for dividend distributions are determined pursuant to Argentine law and IFRS-BCRA. As a result, dividends may be paid when the Bank has no income as determined under IFRS-IASB and, conversely, dividends may not be payable even if the Bank has income as determined under IFRS-IASB.
For the fiscal year 2018, the Board of Directors decided at the meeting held on April 24, 2019 to distribute a total amount of Ps.2,407 million in nominal value based on the Bank’s results as determined under IFRS-BCRA.
The Bank’s Board of Directors resolved to propose for shareholder approval the payment of a cash dividend of Ps.2,500 million for the year ended December 31, 2019. The ordinary and extraordinary shareholders’ meeting was initially called for April 7, 2020 and was rescheduled to May 15, 2020 as a virtual meeting due to the Covid-19 pandemic. The Board of Directors of the Bank decided to propose for the approval of the extraordinary general meeting of shareholders held on November 20, 2020, the partial withdrawal of the optional reserve to be applied to the payment of a supplementary dividend in the amount of Ps.12,000 million.
The Board of Directors of the Bank decided to propose for the approval of the ordinary and extraordinary general meeting of shareholders held on April 20, 2021, the partial withdrawal of the optional reserve to be applied to the payment of a dividend in the amount of Ps. 7,000 million and propose for the approval of the extraordinary general meeting of shareholders held on November 3, 2021, the partial withdrawal of the optional reserve to be applied to the payment of a dividend in the amount of Ps. 6.500 million.
Communication “A” 6886 provides that financial institutions must have the formal authorization of the BCRA before making dividend distributions. In such authorization process, the Superintendence will take into account, among other elements, the potential effects of the application of International Accounting Standards according to Communication “A” 6430 (point 5.5. of IFRS 9) and the restatement of financial statements provided by Communication “A” 6651.
As a result of the Covid-19 pandemic, the Central Bank issued Communication “A” 6939 whereby the distribution of dividends by financial institutions was suspended until June 30, 2020. Communication “A” 7035 extended such restriction until December 31, 2020, which was subsequently extended to June 30, 2021 by Communication “A” 7181 and to December 31, 2021 by Communication “A” 7312.
Pursuant to Communication “A” 7421 dated December 16, 2021, the Central Bank enabled financial entities, from January 1, 2022 to December 31, 2022, to distribute dividends for up to 20% of their “distributable profit”. Financial entities, having the previous authorization of the Central Bank, had to make this distribution in twelve equal, monthly and consecutive installments.
The Central Bank allowed banks to pay dividends in 2022, after a two-year ban. However, it did not provide banks with access to foreign currency to make payments to foreign shareholders.
By means of Communication “A” 7659 dated December 15, 2022 the Central Bank reinstated the suspension of profit distributions from January 1, 2023 to December 31, 2023.
However, by Communication “A” 7719 dated March 9, 2023 the Central Bank enabled financial entities with its prior authorization, to distribute dividends for up to 40% of their “distributable profit” in six equal, monthly and consecutive installments from April 1, 2023 to December 31, 2023.
| B. | Significant Changes |
None.
ITEM 9. THE OFFER AND LISTING
We were one of the first companies listed on the BCBA (now the BYMA), quoting since 1888. Currently our shares are listed on the BYMA under the ticker BBAR. Since 1993 our shares have also been listed on the NYSE in the form of ADSs under the ticker BBAR and, since December 1999, our shares have also been listed on the Madrid Stock Exchange under the ticker XBBAR. We cannot give assurance that a public market in the United States for the ADSs will continue to exist.
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The table below shows the quarterly high and low closing prices of our ordinary shares in pesos on BYMA for the periods indicated. The following prices have not been adjusted for any stock dividends.
| Pesos Per Ordinary Share (1) |
||||||||
| High | Low | |||||||
| April 2023 (through April 24, 2023) |
688.85 | 549.20 | ||||||
| March 2023 |
651.30 | 503.70 | ||||||
| February 2023 |
626.15 | 518.95 | ||||||
| January 2023 |
592.00 | 430.05 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2022 |
455.20 | 185.25 | ||||||
| Fourth quarter |
455.20 | 290.00 | ||||||
| December 2022 |
455.20 | 321.00 | ||||||
| November 2022 |
353.00 | 290.00 | ||||||
| October 2022 |
331.70 | 299.10 | ||||||
| September 2022 |
345.70 | 290.30 | ||||||
| Third quarter |
345.70 | 185.25 | ||||||
| Second quarter |
230.50 | 190.85 | ||||||
| First quarter |
247.10 | 197.55 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2021 |
288.90 | 126.45 | ||||||
| Fourth quarter |
288.90 | 201.75 | ||||||
| Third quarter |
271.55 | 181.05 | ||||||
| Second quarter |
223.70 | 126.45 | ||||||
| First quarter |
155.65 | 129.20 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2020 |
188.85 | 69.40 | ||||||
| Year ended December 31, 2019 |
183.45 | 80.55 | ||||||
| Year ended December 31, 2018 |
170.50 | 89.00 | ||||||
| (1) | Pesos per ordinary share data reflect nominal prices at trading date. |
Source: Bloomberg.
Our ordinary shares trade on the NYSE in the form of ADSs issued by The Bank of New York Mellon, as depositary. Each ADS represents three ordinary shares. The table below shows the quarterly high and low closing prices of the ADSs in dollars on the NYSE for the periods indicated.
| Pesos Per Ordinary Share (1) |
||||||||
| High | Low | |||||||
| April 2023 (through April 24, 2023) |
5.02 | 3.92 | ||||||
| March 2023 |
5.20 | 3.77 | ||||||
| February 2023 |
5.13 | 4.29 | ||||||
| January 2023 |
4.92 | 3.69 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2022 |
3.90 | 2.15 | ||||||
| Fourth quarter |
3.90 | 2.70 | ||||||
| December 2022 |
3.90 | 2.77 | ||||||
| November 2022 |
3.30 | 2.70 | ||||||
| October 2022 |
3.29 | 2.96 | ||||||
| September 2022 |
3.37 | 2.92 | ||||||
| Third quarter |
3.37 | 2.15 | ||||||
| Second quarter |
3.69 | 2.39 | ||||||
| First quarter |
3.66 | 2.84 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2021 |
4.48 | 2.54 | ||||||
| Fourth quarter |
4.36 | 2.82 | ||||||
| Third quarter |
4.48 | 3.01 | ||||||
| Second quarter |
4.12 | 2.54 | ||||||
| First quarter |
3.21 | 2.54 | ||||||
|
|
|
|
|
|||||
| Year ended December 31, 2020 |
5.77 | 2.27 | ||||||
| Year ended December 31, 2019 |
13.97 | 3.06 | ||||||
| Year ended December 31, 2018 |
26.60 | 7.18 | ||||||
| (1) | Source: BoNY Mellon Depositary. |
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Trading on the BYMA
In Argentina all publicly offered securities must be traded on markets authorized by the CNV. At the end of 2022, the four principal authorized markets in Argentina were the Bolsas y Mercados Argentinos-BYMA (for equity and fix income), the Mercado Abierto Electrónico-MAE (for fixed income and derivatives), the Mercado a Término de Buenos Aires-MATBA (for commodities and derivatives) and the ROFEX (for commodities and derivatives).
The BYMA, founded as the BCBA in 1854, is the oldest and largest equity market in Argentina. Usually, the overwhelming majority of all Argentine equity trades take place on the BCBA.
As of December 31, 2022, the shares of 81 domestic companies were listed on the BYMA, excluding investment funds, with a market capitalization of approximately US$52.8 billion in the aggregate. In 2022, the effective volume traded in shares (US$377 million) presented an increase in the annual variation of 31.4% compared to 2021, as reported by “Instituto Argentino de Mercado de Capitales.”
All the agents authorized by the CNV can conduct transactions in the authorized markets. These agents must be affiliated with BYMA (stock market continued by BYMA) if they want to trade on this market. Trading on the BYMA is conducted through three different trading systems:
| • | the “Eomm”; |
| • | the “Senebi”; and |
| • | the “Sistaco”. |
The operations at the electronic auction system called the “EOMM” start from 11:00 A.M. and end at 5:30 P.M. each business day. Each broker inserts both its buying and selling orders while the system matches the transactions. EOMM has been considered a single market. The system allows the trade of securities, public bonds, private bonds, futures and derivatives.
The Buenos Aires Stock Market’s trades are made through an electronic Senebi Market System (the “Senebi”) that operates from 11:00 A.M. to 5:30 P.M. each business day. Member Agents operate on their own, arranging transactions through direct negotiations. The transactions must be informed by the BYMA agents for their disclosure, registration and publication. The transactions arranged and registered in Senebi are considered unsecured and, consequently, do not enjoy the backing of the Mandatory Guarantee Fund Constituted by BYMA. Additionally, such transactions are made through the electronic Sistaco Market System (the “Sistaco”) that operates from 11:00 A.M. to 5:30 P.M. each business day which allows Brokers of Negotiable Securities (“ACVN”) to inform BYMA of the occurrence of trades in negotiable securities in the systems managed by ACVN which links authorized intermediaries that are later confirmed for subsequent registration in the segment Senebi or agree in the PPT. In all markets, the operations can be executed in pesos or dollars from local accounts or foreign accounts.
The following table summarizes certain historical information about the BYMA.
| December 31, | ||||||||||||
| 2022 | 2021 | 2020 | ||||||||||
| Market capitalization (US$ billion) |
52.8 | 41.7 | 112.1 | |||||||||
| Number of companies listed |
81 | 83 | 91 | |||||||||
| Rate of return in US$ (1) |
40.33 | % | (4.96 | )% | (12.50 | )% | ||||||
| Market/book ratio (2) |
1.27 | 1.00 | 0.94 | |||||||||
| (1) | Based on the Merval Index. |
| (2) | Based on IAMC report for SP Merval Index (integrated by 23 leader companies). |
Source: BYMA and Instituto Argentino de Mercados de Capitales (IAMC).
Market Regulation
In November 2012, the Argentine Congress passed the Capital Markets Law, which abrogated Law No. 17,811 enacted in 1968. In July 2013, the Argentine executive branch issued implementing Decree 1023/2013, and in September 2013, the CNV issued a new set of rules further implementing and administering the requirements of the Capital Markets Law (General Resolution 622/2013 and, together with Decree No. 1023/2013, the “CNV Rules”).
The objectives of the Capital Markets Law are, among others, the promotion of the participation in the securities market of small investors, including retail investors, trade unions, chambers of commerce, professional organizations, and small and medium-sized companies; the strengthening of the mechanisms to protect and prevent abuses against such investors and the simplification of the mechanisms by which persons trade on the market.
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The Capital Markets Law introduced other important amendments, the most important of which are: (i) the end of the Argentine securities market’s self-regulation; (ii) new categories of licenses for participants in the public offering regime; (iii) the new powers conferred on the CNV; and (iv) the mandatory tender offer rules. These amendments are briefly described below.
| • | End of Self-Regulation of the Securities Market |
The Capital Markets Law brought to an end the self-regulation of the Argentine securities market. Prior to the Capital Markets Law, in order to trade on a market, broker dealers had to be shareholders of the self-regulated organization (“SRO”) that operated such market. Accordingly, in the city of Buenos Aires, the only persons authorized to trade securities listed on the BYMA were the shareholders of the Buenos Aires Stock Market, the entity overseeing brokerage activities and transactions on the Buenos Aires Stock Market. Likewise, for persons to trade securities on the MAE, they had to be shareholders of such entity. While these entities supervised their participants, the CNV, in turn, supervised the entities.
The Capital Markets Law expressly provided that stock exchanges and other securities markets may no longer impose as a requirement for membership to be a shareholder of the relevant exchange or market. It also established that markets must be organized as public companies (i.e. with listed shares), excluding other types of companies or civil associations.
Moreover, the CNV now directly authorizes, revokes the authorization of, regulates and supervises the securities markets, as well as any individuals and companies that in any manner participate in the public offering of securities. Accordingly, the indirect regulation through SROs was abandoned.
| • | New Licenses for Participants in the Public Offering Regime |
The Capital Markets Law set several types of licenses for persons and companies already engaged, or wishing to engage, in the public offering of securities. Regarding the former, such as stock brokers or MAE broker dealers that already held a license, the CNV rules allowed them to choose until March 2014 among the new set of licenses and to comply with the requirements of each of them, with longer periods of time available to comply with certain specific requirements such as mandatory minimum capital requirements.
The new types of licenses included the following: Negotiating Agents (Agentes de Negociación–AN), for companies that wish to engage in the primary and secondary offer of securities; Liquidation and Compensation Agents (Agentes de Liquidación y Compensación–ALyC), for companies that, in addition to the primary and secondary offer of securities, wish to participate in the settlement of transactions; Soliciting Agents (Agentes Productores–AP), which allows individuals and companies to solicit clients for referral to either an AN or ALyC; Capital Market Advisors (Agentes Asesores de Mercados de Capitales–AA), for individuals or companies giving advice to the public relating to the capital markets; and Selling Agents (Agentes de Corretaje de Valores Negociables–ACVN), for ANs, ALyCs and other authorized participants to act as intermediaries among sellers and buyers through electronic platforms.
There are also specific licenses to act as central securities depositories or Collective Deposit Agents (Agente de Depósito Colectivo–ADC); or perform certain of their related activities as Custody and Payment Agents (Agente de Custodia, Registro y Pago–ACRyP).
Regarding rating agencies, the Capital Markets Law introduced the possibility for public universities to act as such, and therefore there are two categories in this area: rating agents (Agentes de Calificación de Riesgo–ACR) and public university rating agents (Agentes de Calificación de Riesgo–Universidades Públicas).
Regarding collective investments, including investment funds and trusts, the Capital Markets Law maintained a similar scheme of licenses, extending the requirement imposed on other non-banking entities to register with the CNV to banks, to act as financial trustees.
Finally, the Capital Markets Law requires all employees of registered entities who deal with the public, whether due to the provision of advisory services or any services, to be registered in a special registry to be kept by the CNV (Registry of Competent Agents or Registro de Idóneos), and, among others, complete the training programs mandated by the CNV.
| • | New Powers Conferred on the CNV |
The CNV directly regulates, supervises and disciplines individuals and companies that participate in any manner in the public offering of securities.
The CNV authorizes the public offering of securities and keeps record of companies authorized to publicly offer their securities. Also, the CNV keeps a registry of, and grants, suspends or revokes the authorization to operate the markets (which governing rules will also approve), licensed agents, and of any other persons or companies that because of their activities are under the CNV supervision. It also approves the governing rules of the securities markets.
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The CNV assumed the power to control the companies which hold the licenses described in “New Licenses for participants in the Public Offering Regime” section above. The CNV must carry on the permanent supervision of such companies, approving any amendments to their bylaws, variations of their capital, and their dissolution and liquidation.
The CNV enforces the Capital Markets Law, with the power to impose sanctions. The CNV may declare acts which are under its supervision null and void, without the need of prior administrative proceedings, when such acts were contrary to the Capital Markets Law. The courts reviewing the decisions of the CNV are the commercial courts instead of the administrative law courts.
In carrying out its duties, the CNV may, inter alia, request information, conduct inspections and investigations, request the assistance of law enforcement authorities, and file judicial complaints.
| • | Mandatory Tender Offers Rules |
A mandatory tender offer for taking of control of a company is now applicable to all companies admitted to the public offering regime, with no possibility to opt out of the regime.
ITEM 10. ADDITIONAL INFORMATION
| A. | Share Capital |
Not applicable
| B. | Memorandum and Articles of Association |
The following summarizes certain material provisions of our Bylaws and Argentine law, the main regulatory bodies governing BBVA Argentina. This summary is qualified in its entirety by reference to the Argentine Companies Law No. 19,550 (“Argentine Companies Law”), the Financial Institutions Law and our Bylaws, and corresponds to the last five years.
At the ordinary and extraordinary shareholders’ meeting held on April 24, 2019, our shareholders approved an amendment to section 1 and 3 of our Bylaws in order to change the company name, allow the Board to issue corporate bonds without the prior delegation of the shareholders’ meeting, the exercise of preemptive rights in accordance with the prospectus in case of a capital increase and the elimination of the accretion right. This amendment was registered before the Public Registry of Commerce on October 17, 2019 under No. 21332, Book 97 of Corporations. A copy of our Bylaws was filed as an exhibit to our annual report on Form 20-F for the year ended December 31, 2019.
At the ordinary and extraordinary shareholders’ meeting held on April 20, 2021, our shareholders approved an amendment to section 22 of our Bylaws in order to include the possibility of holding remote Board meetings. This amendment was registered before the Public Registry of Commerce on July 21, 2021 under No. 11156, Book 1037 of Corporations. A copy of our Bylaws as currently in effect was filed as an exhibit to our annual report on Form 20-F for the year ended December 31, 2021.
Registry and Company’s Objects and Purposes
BBVA Argentina is registered with the Public Registry of Commerce of the Argentina (Registro Público de Comercio) under company number 1,065, Page 359, Book 5, Volume “A” of Local Corporate Bylaws. Section 3 of our Bylaws provides that the object of BBVA Argentina is to engage in the commercial banking business, including financial brokerage, whether in Argentina or abroad. Under our Bylaws, BBVA Argentina is authorized to perform the following activities:
| • | accept term and demand deposits; |
| • | grant short-term bullet and other amortizable loans; |
| • | discount, purchase and sell bills of exchange, promissory notes, pledges, checks, drafts and other negotiable instruments; |
| • | grant guarantees, bonds or other forms of collateral; accept bills of exchange, drafts and other orders of payment, transfer funds and issue and accept letters of credit; |
| • | grant advances on credits from property sales, acquire the same and undertake the risks resulting therefrom, take steps to collect them and offer technical and administrative assistance; |
| • | invest in government securities; |
| • | make temporary investments in liquid assets; |
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| • | invest in new stock or securities issues, in pursuance of such regulations as may be set forth to that purpose; |
| • | accept securities in custody and provide other services related to the banking business; |
| • | manage, on account of third parties, the purchase and sale of securities, and act as paying agents in relation to dividends, redemption and interest; |
| • | engage in brokerage activities in the over-the-counter securities market; |
| • | perform foreign exchange transactions; |
| • | comply with agencies related to its operations; |
| • | receive deposits of participation in mortgage loans and in special accounts; |
| • | issue mortgage obligations; |
| • | grant loans for the acquisition, construction, enlargement, repair, improvement and maintenance of urban or rural real estate, and for the substitution of mortgages taken out for that same purpose; |
| • | receive loans from abroad and act as intermediary in local or foreign currency-denominated loans; |
| • | issue private bonds; |
| • | carry out such lending, borrowing and service-related operations as are not forbidden under the Financial Institutions Law; and |
| • | serve and register before the CNV as management agent for collective investment products, custodian for collective investment products, trading agent, settlement and clearing agent, broker, capital market advisor agent, securities broker and/or custody, registration and paying agent, taking into account the compatibilities established by the Argentine Securities Commission and upon compliance with the requirements established by that entity. |
Directors
Under Section 18 of our Bylaws, the Board of Directors receives an annual fee established by our shareholders. This fee is subject to the restrictions of Section 261 of the Argentine Companies Law, which provides that the aggregate compensation of the directors may not exceed 25% of the income of the Bank, or 5% of the income if no dividends were distributed to the shareholders.
The compensation of the members of the Board is previously approved by the Nominations and Compensation Committee and the Audit Committee of the Bank, taking into consideration the reasonability and legality of the amount proposed. The decision of these two committees regarding the compensation amount is then submitted to the approval of the Board of Directors and the annual shareholders’ meeting.
Under Section 272 of the Argentine Companies Law, a director may not vote in respect of any proposal in which such director, or any person connected to such director, has an interest contrary to the interests of BBVA Argentina. Moreover, directors are not entitled to carry out personal transactions with the company or its affiliates, other than the banking common operations, unless they are approved by a special procedure that guarantees the transparency of proposed transaction.
Directors need not hold shares in BBVA Argentina or any of our subsidiaries to qualify and be appointed as directors of BBVA Argentina.
The Bank has no policies regarding age limits or retirement age.
Rights Attaching to Shares
As of the date of this annual report, our capital is formed by a single class of shares, all of which are ordinary shares and have the same voting and economic rights. Shareholders participate in the distribution of dividends pro rata of the paid-in capital. Furthermore, shareholders are entitled to participate in the distribution resulting from the liquidation of BBVA Argentina in proportion to the paid-in capital.
Shareholders are entitled to vote cumulatively one-third of the vacancies of the Board of Directors. The Board may not be partially reelected if it impairs or prevents the exercise by shareholders of their cumulative voting rights.
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Shareholders may no longer claim the payment of dividends from BBVA Argentina once three years have elapsed from the date on which the relevant dividend was made available to such shareholder.
Our Bylaws do not contain any provisions related to sinking funds or potential liability of shareholders of BBVA Argentina to make additional contributions.
Shareholders’ meetings
Ordinary and extraordinary shareholders’ meetings are to be convened by the Board of Directors of the Bank or by the Supervisory Committee in such instances as set forth by law, or whenever they may deem it necessary, or upon requisition of shareholders representing at least 5% of our stock capital, as provided by Section 236 of the Argentine Companies Law.
Shareholders’ meetings are called by publication for five days, at least 20 and not more than 45 days before the date of the meeting, in the Official Gazette and in one of the most widely circulated newspapers in Argentina. The notice must include the nature, the date, time and place of the meeting, the agenda, and any special requirements in our Bylaws for the shareholders to attend.
In case of adjournment of a regular shareholders’ meeting, the meeting on second call may be held on the same date, at least one hour after the time set for the meeting on first call, in compliance with Section 237 of the Argentine Companies Law. In case of adjournment of a special shareholders’ meeting, the meeting on second call must be held within the following thirty days, and the publication must appear for three days at least eight days before the date set for that meeting.
In order to attend and vote at any shareholders’ meeting, shareholders must deposit with us their shares or a share certificate or a statement of account representing book-entry shares, as the case may be, issued by us, a securities depository or any other authorized institution, to be recorded in the record book of attendance, at least three business days before the date of the meeting.
Holders of registered or book-entry shares, the record of which we keep, are only required to notify us to register their names in the record book of attendance, at least three business days before the date of the meeting. We must provide such shareholders with certificates authorizing them to attend the meeting.
Shareholders may be present at meetings by power-of-attorney or proxy. In the latter case, the principal’s signature shall be certified by a court, notary public or bank. Directors, statutory auditors, managers or any other of our employees may not act as agents for these purposes.
A quorum must be present at any regular shareholders’ meetings on first call upon the attendance of shareholders representing the majority of voting stock. On second call, there is a quorum with the attendance of any number of shares present. A quorum is present at any special shareholders’ meeting on first call upon the attendance of shareholders representing 60% of the voting stock. Shareholders representing 30% of our voting stock shall constitute a quorum at a special shareholders’ meeting on second call. In any case, resolutions require the absolute majority of the voting stock present.
Restrictions on Voting and Shareholding
There are no restrictions imposed by Argentine law or our Bylaws or other organizational documents regarding the rights of non-residents or foreign persons to hold or vote our ordinary shares or ADSs of the Bank.
Change of Control
There are no provisions in our articles of incorporation or Bylaws that would have the effect of delaying, deferring or preventing a change of control of BBVA Argentina and that would operate only with respect to a merger, acquisition, corporate restructuring involving BBVA Argentina or any of its subsidiaries.
Ownership Disclosure
There are no provisions in our Bylaws governing the ownership threshold above which shareholder ownership must be disclosed.
Change in the Capital
Our Bylaws do not establish conditions for the changes in the capital of BBVA Argentina more stringent than those conditions imposed by the Argentine Companies Law.
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| C. | Material Contracts |
In May 2022 the Board of Directors requested the opinion of the Audit Committee regarding the offer letter of location of information technology services from Aplica Tecnología Avanzada S.A. de C.V. (“ATA”). Since 2019 ATA provides the Bank with services related to data processing in connection with the “Mainframe” technology platform distributed under Unix, Linux, Windows, among others, as well as the “NextGen” platformX86-based open source software that provides the connectivity needed to link the Bank to the hardware and software components used by ATA. The Bank and ATA are considered related parties according to the terms of paragraph III, subparagraph a) of Section 72 of the Capital Markets Law. The Audit Committee concluded that the compensation and scope of services established in this contract are in line with market conditions for similar transactions entered into by independent parties. Such conclusion was taken on the basis of the report issued by the independent evaluating firm PWC Asesores de Empresas S.R.L. in May 2022.
The compensation to be paid by the Bank to ATA as consideration for its services in 2023 exceeds one percent (1%) of the Bank’s net worth. The contract was entered in the ordinary course of business of the Bank.
| D. | Exchange Controls |
On January 7, 2002, the Congress approved the Public Emergency Law that introduced dramatic changes to the Republic’s economic model and amended the currency board that pegged the peso at parity with the dollar which had been in effect since April 1, 1991 pursuant to the Convertibility Law. The law empowered the executive branch to implement, among other things, additional monetary, financial and exchange measures to overcome the economic crisis in the medium term. The Central Bank, among other restrictive measures, restricted the transfer of U.S. dollars abroad without its prior approval. In 2003 and 2004, the government substantially eased these restrictions. On June 10, 2005 the government issued Decree No. 616/05 establishing further restrictions on capital flows into Argentina, with the following provisions:
| (i) | all incoming and outgoing funds from the Argentine Exchange market, and any debt operation with non-residents which could demand future payments in foreign currency to non-residents, are subject to registration with the Central Bank for informative purposes; |
| (ii) | any debt entered into between non-governmental persons or entities and non-residents must be agreed for a term of at least 365 days, except for the financing of import and export operations and the primary placements of public debt listed in an authorized stock exchange; and |
| (iii) | all incoming funds relating to foreign private debt, and all incoming funds of non-residents, excluding foreign direct investments and certain types of portfolio investments (purchases in the primary market of debt instruments and equity, listed in authorized stock exchanges, etc.) regardless of the agreed payment procedure, must be agreed for at least 365 days, and 30% of incoming funds must be deposited with a bank in Argentina in a non-interest bearing account, known as “encaje” (legal reserve). |
On December 16, 2015, the Ministry of Economy and Public Finances issued Resolution No. 3/2015 (published in the Official Gazette on December 18, 2015) amending Decree No. 616/2005. Pursuant to such resolution, the mandatory waiting period was reduced from 365 to 120 calendar days and the mandatory deposit was reduced to zero percent.
Accompanying this resolution, the Central Bank issued new foreign exchange regulations on December 17, 2015: Communications “A” 5850 and continuing with Communications “A” 5861, 5899, 6037, 6137 and supplementary, under which structural changes were made to the current foreign exchange regime, easing the access to the foreign exchange market.
On February 2017, the Ministry of Economy and Public Finances issued Resolution No. 1/2017 reducing the mandatory waiting period to zero days and, at the same time, the Central Bank issued new foreign exchange regulations in Communications “A” 6037, 6118, 6137, 6150, 6163 and 6174 that ease the access to the foreign exchange market in Argentina.
On May 19, 2017, the Central Bank issued Communication “A” 6244 effective as of July 1, 2017, whereby all the rules that regulated trading in the foreign exchange market were significantly modified and rendered more flexible.
After some years of flexibility in foreign exchange matters, on September 1, 2019, the Central Bank issued Communication “A” 6770 that established new regulations, restricting access to the exchange market. Accompanying this main resolution, new regulations, amendments and supplements, were issued in Communications “A” 6776, 6780, 6788, 6815, 6818 and 6844.
Since 2020, the Central Bank has issued more restrictive regulations forcing importers to restrict their operations in the capital markets. Exchange regulations were last updated in May 2022 by means of Communication “A” 7272. Further amendments, including Communication “A” 7622 (as supplemented and amended), have been released but are not yet effective.
A description of the restrictions and regulations currently in force is included below.
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Cross Border Transfers of Funds, Foreign Debts
Until the last regulatory amendment of September 2019, the repayment of the principal and interest on foreign indebtedness did not require the entry and settlement of the disbursement through the foreign exchange market.
Currently, due to the changes introduced by the Central Bank, debts disbursed on or after September 1, 2019 are subject to the entry and compulsory settlement through the foreign exchange market, to the extent that the repayment of the principal and interest are made with access to the exchange market.
Today, regardless of whether the financial indebtedness was incurred before or after September 1, 2019, repayments, of both principal and interest, may be made with a maximum anticipation of three business days to maturity. If the anticipation period is longer, the prior confirmation of the Central Bank is required.
In addition, Communication “A” 7106 established that when the monthly capital debt to be paid exceeds the equivalent of two million dollars, the debtor must refinance the capital owed, being able to access the exchange market only for up to 40% of the amount. In the same way, it has been determined that the repayment of capital corresponding to indebtedness between related counterparties requires prior authorization from the BCRA except when the debt was entered and settled by the exchange market after October 2, 2020.
Regulations Regarding Exports, Imports, and Services
Regarding exports, in 2019 the Central Bank established certain rules related to the entry and exit of foreign currency collected abroad as a result of the collection of exports of goods, advances and pre-export financing, setting different terms of time (30, 60, 180 and 365 calendar days) for the entry and liquidation of foreign currency to Argentina depending on the type of the products being exported.
Since September 1, 2019 funds originated by the collection of Argentine exports corresponding to official shipping permits must be entered and settled in the exchange market within the maximum terms established in Communication “A” 6770 and its amendments.
In addition, it is established that the official exports prior to September 2, 2019 that are pending collection to date, as well as the new advances and pre-financing, must be entered and settled in the local exchange market within five business days of the date of collection or disbursement abroad or in the country.
With respect to the collection of services exports, it was established that they must be entered and settled in the local exchange market within a period not exceeding five business days from the date of receipt abroad or in the country, or its accreditation in foreign accounts.
Access to the foreign exchange market for the payment of imports may only be made from the expiration of the obligation to the extent that both the validation of the SIRA statement and the one made against the Central Bank online have been obtained.
The new SIRA regime, established in October 2022 by Resolution No. 5271, jointly by the Argentine Treasury and the Ministry of Economy, replaced the previous regime. Both the current and the previous system require the importer to make a declaration to the Treasury and to wait for the Treasury’s approval to determine the date on which the importer will be able to access the Exchange Market.
Payments may be made before the date approved in the SIRA, provided that the transfer is issued from a local account in foreign currency or the exported products are capital goods, or some other excepted merchandise, such as medicines.
Any transaction that is not contemplated above requires the previous authorization of the Central Bank.
Importers have to repatriate the goods within 270 days for capital goods and 90 days for the rest of the goods. Under the previous regime there were no time limitations.
Access to the foreign exchange market for payments of services can be canceled at their maturity. For the importation of goods and services, a declaration called SIRASE needs to be processed prior to payment. In the case of services provided between related counterparties, the prior authorization of the BCRA will be required to access the exchange market.
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Purchase of Foreign Currency
A. Domestic individuals and companies
The regime applicable since September 2020, provided for in Communications “A” 6770 and “A” 7272 and its supplements and amendments, in relation to the purchase of external assets by legal persons for investment purposes (commonly known as hoarding) requires the prior approval of the Central Bank in certain circumstances, such as: real estate investments abroad, loans granted to non-residents in Argentina, contributions from residents in Argentina of direct investments abroad, portfolio investments of Argentines abroad , certain other investments abroad by Argentine residents, portfolio investments of Argentine legal entities abroad or purchase of foreign currency bills to be carried out in Argentina. For individuals, the limit to perform this type of operation is US$200 per month.
In summary, the exchange regulatory framework currently establishes:
| • | For the purchase of external assets, resident individuals may access the exchange market for up US$200, or its equivalent in other currencies, per calendar month in all entities authorized to operate in exchange. For larger amounts, the prior approval of the Central Bank is required. Access to the exchange market by legal entities, requires the prior approval of the Central Bank despite of the amount.Non-residents individuals and legal entities require the prior approval of the Central Bank to access the exchange market. |
| • | Transfers in foreign currency for the formation of external assets must come from a bank account in the name of the transferor. |
| • | The income from investments of residents and non-residents is not limited in amount and can be credited to accounts in foreign currency in Argentina. |
B. Non-residents
Prior to September 1, 2019, per Communication “A” 6174, entities authorized to trade in the foreign exchange could sell currencies to non-residents without limitation if funds were properly credited to a local account in their name.
Currently, the operations of non-residents require the prior approval of the BCRA.
Transfer of Dividends
The transfer of profits and dividends abroad to non-resident shareholders requires the prior approval of the Central Bank.
As an exception to this general requirement, in accordance with the provisions of Communication “A” 6869, the exchange market may be accessed without the prior approval of the Central Bank for the payment of profits and dividends for non-resident shareholders, when all the conditions set forth in such Communication are fulfilled including, among others, (i) that dividends are settled and distributed based on closed audited balances; (ii) compliance with the “Survey of External Assets and Liabilities” for the operations involved; and (iii) that the total amount of transfers abroad as payment of dividends through the exchange market does not exceed 30% of the value of new contributions of foreign direct investment in the resident company, which must be entered and settled through the foreign exchange market.
Direct Investments
The entrance of direct investments into the country is not restricted. Such investments can be credited in accounts in foreign currency and currently there is no minimum term.
The repatriation of direct investments in the country by non-residents requires the prior authorization of the BCRA, according to the provisions of Communication “A” 6855 from the Central Bank.
Survey of External Assets and Liabilities
The obligation of residents to complete the “Survey of the issuance of debt and external liabilities” (Communication “A” 3602 and complementary) and the “Survey of direct investments” (Communication “A” 4237 and complementary) even when they have not accessed the exchange market and / or it is not foreseen to access it in the future due to the transactions that correspond to be declared, were replaced by Communication “A” 6401 of December 26, 2017. Statements made on or before September 30, 2017 shall be governed by the rules of the replaced communication.
Future and Forward Operations
The Central Bank significantly modified the exchange regulations on derivatives by incorporating the restriction on the execution of cross-border derivative transactions.
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The exchange regulations oblige Argentine residents to obtain the prior authorization of the Central Bank to access the foreign exchange market for transfers abroad in derivatives with foreign counterparties, according to Communication “A” 6780 of the Central Bank. The entry of foreign currency for this concept has no restrictions.
Banking institutions must follow specific rules, depending on whether the derivative transaction is made with a central clearing counterparty or a foreign bank.
| E. | Taxation |
The following is a summary of certain Argentine and United States federal income tax consequences of the ownership and disposition of our ADSs or ordinary shares by a U.S. Holder (as defined below). This summary is not a complete analysis or listing of all possible tax considerations that may be relevant to a holder of our ADSs or ordinary shares. Holders of our ADSs or ordinary shares should consult their own tax advisers as to Argentine, United States and other tax consequences of the ownership and disposition of ADSs or ordinary shares.
| 1. | Argentine Taxes |
General
The following is a summary of certain Argentine tax matters that may be relevant with respect to the ownership and disposition of ADSs or ordinary shares by U.S. Holders. Such summary is based upon the tax laws of Argentina, and regulations thereunder, in effect as of the date of this annual report and is subject to any subsequent change in Argentine laws and regulations which may come into effect after such date. Investors in ADSs or ordinary shares should consult their own tax advisers as to the Argentine, United States and other tax consequences of the ownership and disposition of ADSs or ordinary shares.
Taxation of Dividends
Pursuant to Law No. 25,063, as enacted into law on December 30, 1998, dividend payments on the ordinary shares (and ADSs), whether in the form of cash, stock, or other types of consideration, are subject to Argentine withholding taxes at a rate of 35% to the extent the aggregate amount distributed exceeds the sum, for the previous year, of: (i) our accumulated taxable earnings and (ii) certain tax-exempt income (such as dividend payments from other corporations) (known as the “equalization tax”).
With respect to the equalization tax, article 83 of fiscal reform Law No. 27,430 states that it shall not be applicable for dividends or profits attributable to accrued earnings in the fiscal years beginning as from 1 January 2018.
On the other hand, for the fiscal years beginning as of January 1, 2018 the issuer will be subject to a 30% tax rate and a withholding tax of 7% will be applicable to the dividends. For the fiscal year beginning in 2022, the issuer will be subject to a 25% tax rate and a withholding tax of 13% will be applicable to the dividends.
On December 23, 2019, the Congress passed the Law No. 27,541 “Solidarity and Productive Reactivation Law as a part of Public Emergency” which was proposed by the National Government. The scheduled decrease in enterprise income tax from 30% to 25% was revoked (keeping the income tax rate at 30% as of 2020 and 2021). Consequently, the additional rate charged for dividend payments to parent companies decreased from 13% to 7%.
Law No. 27,630 enacted on June 16, 2021, canceled the generalized reduction of the tax rate explained above, and introduced a system of tax rate by scales that will be in force for fiscal years beginning on or after January 1, 2021, and also, the rate applicable to dividends on profits generated in fiscal years started as of January 1, 2018 was unified at 7%.
The tax must be withheld by the paying entities from the above-mentioned dividends and profits received by individuals and undivided succession residing in the Republic of Argentina and non-resident beneficiaries. An undivided succession is a legal figure created by the Argentine Civil Code which covers the time elapsed between the date of death of a person and the declaration of heirs. Such withholding shall have the character of a unique and definitive payment, except for those individuals and undivided successions residing in the Republic of Argentina and registered as payers of the tax.
In the case of distributed profits generated in fiscal periods in respect of which the paying entity was subject to the 35% tax rate, the payment of the tax or withholding shall not apply to such dividends or profits, as the case may be. Nonetheless, if applicable, the equalization tax still applies.
To these effects it shall be considered, without admission of proof to the contrary, that the dividends or profits made available correspond, first and foremost, to the earliest accumulated profits or benefits.
The dividends or profits distributed by capital companies and permanent establishments will be applied to the fiscal year in which they may have been: (i) made available or paid, whichever occurs first; or (ii) capitalized, provided the securities foresee interest or accrual payments within terms of up to one year.
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So far these rules have not been subject to regulations or interpreted by the executive power or authority of application.
Taxation of Capital Gains
The tax reform Law No. 27,430 enacted in December 2017 brought about changes regarding the taxation of capital gains deriving from the trading of shares, representative values and share deposit certificates and other securities, quotas and corporate participations (including quotas in mutual investment funds, certificates of participation in financial trusts and any other rights on trusts and similar agreements) digital coins, securities, bonds and other financial instruments, whoever the subject acquiring them.
The capital gains deriving from the holding and trading of shares will be considered to be of Argentine source whenever the issuer is domiciled, established or residing in the Argentine Republic. The representative securities or share deposit or other certificates, such as our ADSs, will be of Argentine source when the issuer of the shares and other securities is domiciled, established or resident in the Argentine Republic, regardless of the entity issuing the certificates, the place of issue of the latter or the place of deposit of such shares and other securities.
According to the changes made by the amendment to article 26 paragraph u) in 2019 Decree No. 824/2019 of the Income Tax Law, the following will be exempted from tax:
| • | The capital gains from purchase and sale, exchange, swap or disposal transactions of shares, securities representing shares and share deposit certificates, held by natural resident persons and undivided estate established in the Argentine Republic, provided those transactions are not attributable to subjects comprised in paragraphs d) and e) and in the last paragraph of article 53 of the law. |
The benefit established in the preceding paragraph may only be applicable to the extent that (a) it is a placement by public offer authorized by the National Securities Commission; (b) the transactions were carried out in markets authorized by such body under segments ensuring price-time priority and interference of offers; and/or (c) they were effected through a public offer of purchase and/or exchange as authorized by the National Securities Commission.
| • | The capital gains from purchase and sale, exchange, swap or disposal transactions of shares, securities representing shares and share deposit certificates, held by non-resident beneficiaries insofar as such beneficiaries do not reside in non-cooperating jurisdictions. Likewise, the tax exemption shall also be applicable to the interest or yield or results from the purchase and sale, exchange, swap or disposal by the above-mentioned non-resident beneficiaries of representative securities or share deposit certificates issued abroad, such as our ADSs, provided such shares were issued by entities domiciled, established or residing in the Argentine Republic and have an authorization for public offer issued by the National Securities Commission. |
If the requirements of article 26 paragraph u of the law described above are not met, the applicable tax will be fifteen percent (15%).
So far these rules have not been subject to regulations by the executive power or authority of application.
Value Added Tax (“VAT”)
Neither the sale, exchange or other disposition of ADSs or ordinary shares nor the payment of dividends thereunder is subject to VAT.
Transfer Taxes
The sale or transfer of ADSs or ordinary shares is not subject to transfer tax.
Personal Property Tax
According to Law No. 23,966, as amended, and Decrees No. 127/96 and 812/96, all individuals and undivided estates are subject in Argentina to a personal property tax on all assets held at December 31 of each fiscal year (the “Personal Property Tax”). This tax applies to our ADSs and ordinary shares held by U.S. Holders. In the case of individuals and undivided estates domiciled or located in Argentina, an exemption is available to taxpayers whose assets included in the tax base for purposes of the Personal Property Tax do not exceed Ps. 11,282,141.08. Corporations and other legal entities domiciled or located in Argentina are not subject to the Personal Property Tax. Individuals and undivided estates domiciled or located in a foreign country are subject to the Personal Property Tax only with respect to assets located in Argentina.
Pursuant to Law No. 25,585, it is presumed — without the right to rebut such presumption — that shares of stock corporations, such as ADSs (held in book-entry form or evidenced by ADRs), shares of common stock and equity interests in entities governed by the Argentine Companies Law No. 19,550, as amended, whose holders are corporations or any other entities, companies, permanent establishments or trusts, domiciled, settled or located in a foreign country, belong indirectly to individuals or undivided estates domiciled in a foreign country.
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Pursuant to Law No. 25,585, published in the Official Gazette on May 15, 2002, BBVA Argentina is responsible for paying the Personal Property Tax on our ADSs or ordinary shares held by individuals or undivided estates domiciled in Argentina or a foreign country, or corporations or any other entities located in a foreign country. The tax rate to be applied is 0.50% and the taxable base is the value of the shareholders’ equity arising from the last balance sheet of the company at December 31. The minimum exempted amount of Ps.11,282,141.08 is not applicable. The tax so paid is considered a definitive payment.
Companies responsible for the tax payment, such as BBVA Argentina, are entitled to obtain refunds of the amounts paid from holders of ADSs or ordinary shares and may retain or foreclose on the property included in the tax base for purposes of the Personal Property Tax that originated the payment.
In 2023, the Bank expects to make payments on account of its shareholders in connection with Personal Property Tax due with respect to assets held as of December 31, 2022.
Other Taxes
There are no Argentine inheritance, succession or gift taxes applicable to the ownership, transfer or disposition of ADSs or ordinary shares. There are no Argentine stamp, issue, registration or similar taxes or duties payable by holders of ADSs or ordinary shares.
Deposit and Withdrawal of Ordinary Shares in Exchange for ADSs
No Argentine tax is imposed on the deposit or withdrawal of ordinary shares in exchange for ADSs.
Income Tax Treaty
There is currently no income tax treaty or convention in effect between Argentina and the United States.
| 2. | U.S. Federal Income Tax Considerations |
The following summary describes material U.S. federal income tax consequences to U.S. Holders of owning and disposing of ADSs or ordinary shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold such securities. The discussion applies only to the U.S. Holders (described below) that hold ADSs or ordinary shares as capital assets for U.S. federal income tax purposes, and it does not describe all of the tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Code known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
| • | certain financial institutions; |
| • | dealers and traders in securities who use a mark-to-market method of tax accounting; |
| • | persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to ADSs or the ordinary shares; |
| • | persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
| • | entities classified as partnerships for U.S. federal income tax purposes; |
| • | tax-exempt entities, “individual retirement accounts” or “Roth IRAs”; |
| • | persons that own or are deemed to own ten percent or more of our stock, by vote or value; |
| • | persons who acquired ADSs or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or |
| • | persons holding shares in connection with a trade or business conducted outside of the United States. |
If an entity that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of the ADSs or ordinary shares.
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This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis, which may affect the tax consequences described herein. Holders of the ADSs or ordinary shares are urged to consult their own tax advisers as to the United States, Argentine and other tax consequences of the ownership and disposition of ADSs or ordinary shares in their particular circumstances, including the effect of any U.S. state or local tax laws.
As used herein, a “U.S. Holder” is a beneficial owner of ADSs or ordinary shares that is, for U.S. federal income tax purposes:
| • | a citizen or individual resident of the United States; |
| • | a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or |
| • | an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their own particular circumstances.
This discussion assumes that the Company is not, and will not become, a passive foreign investment company (“PFIC”), as described below.
Taxation of Distributions
Distributions paid on ADSs or ordinary shares, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends to the extent paid out of current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid by qualified foreign corporations to certain non-corporate U.S. Holders are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the New York Stock Exchange where our ADSs are traded. U.S. Holders should consult their tax advisers to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate. The amount of a dividend will include any amounts withheld in respect of Argentine taxes. The amount of the dividend generally will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations under the Code. Dividends generally will be included in a U.S. Holder’s income on the date of such U.S. Holder’s (or in the case of ADSs, the depositary’s) receipt of the dividend. The amount of any dividend income paid in Argentine pesos will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, U.S. Holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. Holders may have foreign currency gain or loss if such dividend is not converted into U.S. dollars on the date of its receipt.
Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s circumstances, Argentine income taxes, if any, withheld from payments of dividends on ADSs or ordinary shares generally will be creditable against a U.S. Holder’s U.S. federal income tax liability if such taxes were paid or accrued in a taxable year beginning before December 28, 2021. Treasury regulations, which apply to foreign taxes paid or accrued in taxable years beginning on or after December 28, 2021 (the “Final Treasury Regulations”), impose additional requirements for foreign taxes to be eligible for credit. We have not determined whether these requirements have been met with respect to any withholding tax imposed on dividends on ADSs or ordinary shares and, therefore, U.S. Holders should consult their tax advisers regarding the availability of foreign tax credits for any amounts withheld with respect to dividends on ADSs or ordinary shares to which the Final Treasury Regulations apply.
Amounts paid on account of the Argentine Personal Property Tax, if any, will not be eligible for credit against the U.S. Holder’s U.S. federal income tax liability. U.S. Holders should consult their tax advisers to determine the tax consequences applicable to them as result of amounts paid on account of the Argentine Personal Property Tax, including whether such amounts are includible in income or deductible for U.S. federal income tax purposes.
The rules governing foreign tax credits are complex and, therefore, U.S. Holders should consult their tax advisers regarding the availability of foreign tax credits in their particular circumstances. Subject to generally applicable limitations under U.S. law, a U.S. Holder may, at its election, deduct such otherwise creditable taxes in computing its taxable income in lieu of claiming a credit. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all foreign taxes paid or accrued in the taxable year.
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Sale or Other Disposition of ADSs or Ordinary Shares
For U.S. federal income tax purposes, gain or loss a U.S. Holder realizes on the sale or other disposition of ADSs or ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs or ordinary shares for more than one year. The amount of a U.S. Holder’s gain or loss will equal the difference between its tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. If an Argentine tax is withheld on the sale or disposition of ADSs or ordinary shares, a U.S. Holder’s amount realized will include the gross amount of the proceeds of the sale or disposition before deduction of the Argentine tax. See “—Argentine Taxes—Taxation of Capital Gains” for a description of when a disposition may be subject to taxation by Argentina.
Because a U.S. Holder’s gain or loss on the disposition of ADSs or ordinary shares will generally be U.S.- source gain or loss for foreign tax credit purposes, and because a U.S. Holder will be entitled to use foreign tax credits to offset only the portion of its U.S. tax liability that is attributable to foreign-source income, a U.S. Holder may be precluded from claiming a credit for all or a portion of the foreign taxes imposed on such gains. In addition, in taxable years to which they apply, the Final Treasury Regulations generally will preclude U.S. Holders from claiming a foreign tax credit with respect to any tax imposed on gains from the disposition of shares by a jurisdiction, such as Argentina, that does not have an applicable income tax treaty with the United States, although such taxes may be applied to reduce the amount realized by the U.S. Holder on the disposition. U.S. Holders should consult their tax advisers regarding the creditability or deductibility of any Argentine tax in their particular circumstances (including any applicable limitations).
Passive Foreign Investment Company Rules
We believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year 2022. However, because our PFIC status depends upon the composition of our income and assets and the market value of our assets (including, among others, less than 25-percent-owned equity investments) from time to time, and because our analysis of our PFIC status is based upon certain proposed Treasury regulations, including those which are not yet in effect but are generally proposed to become effective for taxable years after December 31, 1994, which may not be finalized in their current form, there can be no assurance that we will not be considered a PFIC for any taxable year. If we are treated as a PFIC for any taxable year during which a U.S. Holder owned ADSs or ordinary shares, gain recognized by such U.S. Holder on a sale or other disposition (including certain pledges) of ADSs or ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for such taxable year and an interest charge would be imposed on the resulting tax liability for each such taxable year. Further, any distribution in respect of ADSs or ordinary shares in excess of 125 percent of the average of the annual distributions on ADSs or ordinary shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation in the same manner. Certain elections (including a mark-to-market election) may be available to U.S. Holders that may result in alternative treatments if we were a PFIC for any taxable year. U.S. Holders should consult their tax advisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.
In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for a taxable year in which we pay a dividend or the prior taxable year, the favorable tax rates discussed above with respect to dividends paid to certain non-corporate holders would not apply.
If we are a PFIC for any taxable year during which a U.S. Holder owned our ADSs or ordinary shares, such U.S. Holder will generally be required to file IRS Form 8621 with the U.S. Holder’s annual U.S. federal income tax return, subject to certain exceptions.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is an exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
Certain U.S. Holders who are individuals or specified entities may be required to report information relating to securities of non-U.S. companies, or accounts through which they are held, subject to certain exceptions (including an exception for securities held in accounts maintained by U.S. financial institutions). U.S. Holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership or disposition of ordinary shares or ADSs.
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| F. | Dividends and paying agents |
Not applicable.
| G. | Statement by experts |
Not applicable.
| H. | Documents on Display |
This annual report and the exhibits thereto and any periodic reports or other information filed pursuant to the Exchange Act may be inspected without charge and copied at prescribed rates at the SEC’s public reference room located at 100F Street, N.E., Washington, D.C. 25049. In addition, the SEC maintains a website that contains information filed electronically with the SEC, which can be accessed over the internet at www.sec.gov. The documents concerning BBVA Argentina which are referred to in this annual report may also be inspected at our office at Av. Córdoba 111, C1054AAA Buenos Aires, Republic of Argentina.
| I. | Subsidiary information |
Not applicable.
| J. | Annual Report to Security Holders |
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Introduction
The General Risks Policy expresses the levels and types of risk that the Bank is willing to take to carry out its strategic plan, with no relevant deviations, even under stress conditions.
To achieve its goals, the Bank uses a management model with two principles for the decision-making process:
| • | Prudence: materialized in relation to the management of the various risks acknowledged by the Bank. |
| • | Anticipation: refers to the adaptation capacity of risk management. |
This process aims to be adequate, sufficiently proven, duly documented and periodically reviewed based on the changes of the Bank’s risk profile and the market.
We have divided this section into three parts:
| • | Risk management, where we explain the policies and procedures that the Bank has in place to monitor and assess the different risks it is exposed to in the ordinary course of its business, and, in particular, we provide qualitative information about market risk. |
| • | Trading portfolio activities, where we provide quantitative information about market risk as of the end of the latest fiscal year for instruments entered into for trading purposes. |
| • | Non-trading portfolio activities, where we provide quantitative information about market risk as of the end of the latest fiscal year for instruments entered into for purposes other than trading. |
Risk Management
The risks department of BBVA Argentina continues to adjust its comprehensive management model by reconditioning its structures and improving its policies aimed at providing the solution that is best suited to the clients’ requirements, the changes of environment and the requirements of the local regulatory body. It is also oriented to permanently improving its tools and processes, focused on the detection, monitoring and mitigation of each of the risks incurred by the Bank.
This model makes it possible to satisfactorily comply with the guidelines set forth by the BCRA in its communications.
“Risks” comprises five groups:
| • | Credit Risk: The possibility that a counterpart fails to comply with its contractual obligations in relation to a certain transaction. It is the most important risk for the Bank and includes counterparty risk, issuer risk, settlement risk and country risk management. |
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| • | Financial Risk: The possibility of losses generated by changes in the market rates or the risk quality which determine the value of the Bank’s assets and liabilities. It is subdivided into: market risk, liquidity risk, interest rate risk and marketplace credit risk. |
| • | Non-Financial Risk: It primarily refers to operational risk, defined as losses caused as a result of: human errors, inadequate or defective internal processes, inappropriate behavior in front of clients, in the markets or against the Bank, failures, interruptions or deficiencies in systems or communications, inadequate data management, legal risks, or as a consequence of external events, including cyber-attacks, fraud committed by third parties, natural disasters and deficient service provided by suppliers. |
| • | Internal Control and Reporting: The control and monitoring areas are in charge of giving cohesion to credit risk management and ensuring that the management of the other critical risk groups is carried out in accordance with the standards established by the Bank. |
| • | Strategy Solution Development: Area that participates in project evaluation, and supports its development. It includes Risk Center of Expertise (COE) that develops models and performs parameter estimation. |
The risks department’s objective is to ensure portfolio quality by controlling the origination of businesses and optimizing credit recoveries under best-practice standards. This is undertaken without disregarding the main focus, which is centered on the client, with particular emphasis on not inducing client over-indebtedness.
Risk Appetite
The Bank’s risk appetite is approved by the Board of Directors, which determines the risks and the level of risks that the Bank is willing to assume to achieve its business objectives. These are expressed in terms of solvency, profitability, liquidity and financing, or other metrics.
The risk appetite statement of BBVA Argentina is as follows:
“BBVA Argentina’s risk policy is focused on promoting a universal, multi-channel and responsible banking business model, based on values, committed to sustainable development and operational excellence, and focused on the needs of our clients. To achieve these objectives, the risk model is aimed at maintaining a moderate risk profile, a robust financial position and a solid risk-adjusted return throughout the cycle, as the best way to face adverse situations without compromising our strategic goals. Risk management is based on prudent management, a comprehensive view of all risks, a diversification of portfolios by geographies, asset classes and customer segments and the maintenance of a long-term relationship with the client, contributing, in this way, to profitable and sustainable growth and the generation of recurring value.”
Credit Risk Ratios and Performance
At December 31, 2022 the non-performing loan ratio was 1.13%, while the coverage ratio was 242.23%, compared to 1.87% and 181.89%, respectively, at December 31, 2021. The decrease in the NPL ratio and the increase in the coverage ratio arise from the fact that the portfolio had very good credit performance during 2022, especially in the wholesale portfolio.
BBVA Argentina has the lowest non-performing loan ratio in the Argentine financial system (source: BCRA).
Management Units
The different risk units provide support to the management of commercial banking entities, regarding admission, monitoring and recovery of credits. The model has been configured on the basis of the Bank’s business structure.
Retail Risks
Retail Risks is responsible for the management of retail customers, including admission through predictive / statistical tools, both reactive and behavioral, the admission of special cases, the administration of tools and policies, portfolio monitoring, and the recovery process. The Bank assumes retail credit risk as it maintains contractual obligations with private customers.
The development of methods and tools that facilitate risk management in an automated manner continued in 2021, improving the availability within web channels, assuming a qualitative change in the proactive offer, achieving greater decentralization in the making of credit decisions and allowing admission teams to improve their value contribution. New automatic salary advance actions were carried out with online updates.
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Currently, a methodology is used by risk groups, allowing a more personalized offer on admission and a better capacity for managing problematic recovery. This methodology has also incorporated regional differentiation, both in minimum income and credit assistance by product, as well as differentiated purchasing power.
Proactive strategy through the Hermes Tool is maintained with respect to clients and non-clients generating more offers on the most attractive profiles.
With respect to monitoring, detailed study of the portfolio, risk strategy and control over risk monitoring and actions on market changes are maintained. Additionally, we seek to maintain a transversal vision that encourages the identification and dissemination of best practices in retail risk management, as well as the identification of business opportunities and improvement paths.
The recovery activity is part of an integral management circuit that covers both actions aimed at preventing non-payment, as well as those carried out after non-payment occurs until the partial or total recovery of the principal amount. Within this continuous process there are different teams, tools and strategies according to the type and / or situation of the client or asset. To ensure the continuity of this process, mechanisms for feedback of information, connectivity of tools and joint committees, among others, must be established.
In order for the recovery team to achieve its objectives, it must carry out strategies, including a segmentation and allocation process. Segmentation consists of selecting groups of clients with the objective of managing each group in a homogeneous way. The indicators used to assign segments should be dynamic and adapted to the desired recovery management. Assignment consists of assigning to each of the client groups the most efficient recovery strategy to a team responsible for such management. Recovery strategies must be considered together looking for actions and solutions so that the Bank partially or totally recovers the unpaid balance in the optimal manner.
Middle Market and Corporate Risk
We have developed a dynamic structure, with an integral end-to-end process formed by the Admission, Monitoring and Recovery areas, which focuses on the fulfillment of market requirements, prioritizing the values of prudence, anticipation and diversification, which we believe are necessary to maintain excellence in risk quality.
We encourage the coordination between the commercial and risks areas in order to improve our response times and satisfy business requirements while maintaining risk quality.
As a result of the challenging environment arising from the Covid-19 pandemic, the prudence and risk containment frameworks were intensified in all areas and management levels.
In 2019 we moved forward on the consolidation of the decentralized model, developing an automatic bid tool for SMEs to provide feedback on the quality of offers and reasons for rejection.
With respect to large companies, we continued using the risk analyst to analize different activity areas, and in the case of the SMEs, we continued using the rating model. The application of statistical tools gave us the opportunity to complete an efficient analysis to better satisfy our clients´ needs.
In the Risk Monitoring area, and due to the challenging environment caused by the Covid-19 pandemic, all preventive management and monitoring measures were intensified adding new measures to those used traditionally. We continue to carry out a proactive control process, by using an alert system and maintaining fluent communication with the commercial areas to anticipate the detection of payment issues. To reinforce this concept, we have developed an ambitious plan that consists of visiting all of our clients throughout the country. Also as part of our end-to-end process, the Monitoring area is integrated with the Recovery Management area to improve the recovery process.
The recovery activity is part of the integral management circuit, which includes both the actions aimed at preventing the lack of payment and those carried out after non-payment until we are able to obtain partial or total recovery of principal. The methodology in this area is based on efficient management, seeking automation in every step of the circuit and the improvement of processes with existing resources, shorter response times, a reduction of recovery times and higher levels of specialization and increasing our profits. Within this continuous process there are different equipment, tools and strategies according to the type and / or situation of the client or asset.
To achieve the optimization of the task based on data, the Bank utilizes a self-management tool that collects the entire recovery process, from the potential delay to full cancellation or subsequent sale.
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Financial Risks
BBVA Argentina has developed a comprehensive risk management framework in order to identify, measure, monitor and mitigate financial risks, which is in line with the basic principles of the Basel Committee and includes:
| • | market risks (counterparty and valuation risk); |
| • | structural risks (interest rate risk, liquidity and financing risk); and |
| • | economic capital and stress tests. |
This framework consists of a set of policies and strategies, organizational structures, measurement tools, limits and alerts, and information and control systems. In addition, the financial risks management framework is in accordance with the risk appetite approved by the Board of Directors.
Market Risks
Market risk is defined as the possibility of suffering losses in the value of a portfolio as a result of adverse changes in market prices. For a description of how BBVA Argentina manages market risk and a quantitative analysis of the market risk of the trading portfolio, see “—Trading Portfolio Activities” below.
Counterparty Risk
Counterparty Risk is defined as the probability that the counterparty defaults on its obligations to us, causing BBVA Argentina a financial loss. Both Global Markets Asset and Liabilities Management operate different products which are susceptible to the risk of client defaults on their obligations. Therefore, joint management is employed.
The products where such risk exists are:
| • | derivatives; |
| • | loans to financial institutions; and |
| • | liquidity-management transactions guaranteed by securities (repurchase agreement operations and reverse repurchase agreement operations). |
Daily risk reports are produced to monitor the exposure of each counterparty to ensure that it complies with the predefined scope. Limits are monitored on a daily basis. In addition, the reports include the exposure to the Asset Allocation Counterparty Risk limits. The Asset Allocation Counterparty Risk limits structure reflects the aggregated counterparty risk at the Bank level and by asset class.
As of December 31, 2022, our gross counterparty risk and our net counterparty risk amounted to Ps 8.149 million.
Liquidity and Financing Risk
Liquidity risk is defined as the possibility that the Bank will not be able to comply with its payment obligations without incurring in significant losses that could affect its daily operations or its financial condition.
BBVA Argentina has implemented a management process for the identification, evaluation, measurement, monitoring, control and mitigation of liquidity risk. Within it, the risk appetite framework is configured as a fundamental element, providing BBVA Argentina with an integral framework that determines the risks and the level of risks that it is willing to assume to achieve its business objectives.
Among the fundamental metrics used for the measurement, monitoring and control of liquidity risk are:
| • | LtSCD (Loan to Stable Customers Deposits): measures the relationship between net credit investment and stable customer funds. The objective is to preserve a stable financing structure in the medium and long term. |
| • | LCR (Liquidity Coverage Ratio): measures the ratio between high-quality liquid assets and total net cash outflows over a 30-day period. The objective is to preserve a cushion of assets or buffer management that absorbs liquidity shocks in the short term. |
During 2022, both indicators were within the limits approved by the Board of Directors.
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On the other hand, the liquidity risk management process at BBVA Argentina also includes the management of intraday liquidity risk, for which the Bank has a procedure based on a monitoring and control scheme of its liquidity position.
Interest Rate Risk
Interest rate risk is defined as the possibility of changes in the interest margin and / or in the value of the Bank’s equity due to the variation of market interest rates.
Among the main metrics used for the measurement, monitoring and control of this risk are:
| • | Margin at Risk (MeR): quantifies the maximum loss that could be recorded in the projected financial margin for the next 12 month period under a defined scenario of market interest rate curves for a given level of confidence. |
| • | Economic Capital (EC): quantifies the maximum loss that could be generated in the economic value of the Bank under a defined scenario of market interest rate curves for a given level of confidence. |
In addition, the Bank has adopted the principles, standards and controls with respect to capital and financial margin established in Communication “A” 6397 from BCRA to manage this risk, and continues to improve its application.
Economic Capital
In accordance with the “Guidelines for Risk Management in Financial Institutions” established by the BCRA, BBVA Argentina has developed an internal, integrated and global process to assess the adequacy of its economic capital based on its risk profile and elaborates, on an annual basis, the Internal Capital Adequacy Assessment Process (ICAAP).
Economic capital is the amount of capital considered necessary to cover unexpected losses that the Bank could face due to the risks to which it is exposed.
The methodologies for capital calculation of the following risks are defined following the guidelines established by the Basel Committee:
| • | credit risk; |
| • | concentration risk; |
| • | market risk; |
| • | interest rate risk; |
| • | operational risk; |
| • | reputational and strategic risk; |
The distribution of economic capital for December 2022 consumption by type of risk is as follows:
| • | credit risk and concentration risk: 49%; |
| • | operational risk:18%; |
| • | interest rate risk:14%; |
| • | market risk: 4%; and |
| • | other risks: 14%. |
Stress Tests
In compliance with the “Guidelines for Risk Management in Financial Institutions” established by BCRA, BBVA Argentina has developed a stress test program which is framed within the comprehensive risk management process of the Bank.
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Stress tests are defined as the evaluation of the Bank’s economic and financial situation under a severely adverse but possible scenario, requiring the simulation of scenarios that allow the estimation of the potential impact on the value of the portfolios, profitability, solvency and liquidity, with the purpose of identifying latent risks and vulnerabilities. The main purpose of stress tests is to serve as a tool for risk management and capital allocation among the Bank’s businesses.
With a minimum annual frequency, BBVA Argentina carries out an integral stress test exercise through which the impact of adverse macroeconomic scenarios on the Bank’s solvency, profitability and liquidity position is quantified, taking into account all the relevant risks to which it is exposed and considering the existing interactions between them.
The results of the stress tests carried out in May 2022 corresponding to the 2022/2023 projection period show the solvency and liquidity position of the Bank even under the adverse scenarios analyzed therein.
Non-Financial Risks
The management of Non-Financial Risks in BBVA Argentina is part of the Group’s Control Model, which is structured in three differentiated levels, the objective of which is the comprehensive management of the risk life cycle.
The Control Model has three Lines of Defense (“LdD”), which allow risk management in different areas:
| • | 1st LdD: Composed of the Business and Support Areas, which assume the responsibility of ensuring adequate management of the operational risks originated in the activity of their respective area. In addition, it has a Risk Control Assurer (“RCA”) area that has the responsibility of ensuring the adequate management of operational risk in its area, extending the methodology for the identification of risks, promoting the establishment of mitigation measures and necessary controls in all operational processes performed and outsourced by its area and monitoring their adequate implementation and effectiveness. |
| • | 2nd LdD: Composed of (a) the Non-Financial Risks area, in charge of designing and maintaining the operational risk management model and assessing the degree of application in the different areas and (b) the Control Specialists or Risk Control Specialists (“RCS”), specialists in each risk type, who define the general mitigation and control framework in their respective risk area, across the Bank, and contrast and challenge it with the one proposed or implemented by the 1st LdD. |
| • | 3rd LdD: Performed by Internal Audit, which performs an independent review of the control model, verifying compliance and effectiveness of the established policies. |
The Methodology for the Comprehensive Management of the Risk Life Cycle is based on four points:
(1) The definition of the operational risk management parameters that incorporate both quantitative and qualitative indicators that make it possible to periodically evaluate the operational risk profile. The RCSs and the Non-Financial Risks area are responsible for defining these management parameters, proposing tolerance thresholds and periodically reporting, through their respective circuits on their degree of compliance.
As of December 31, 2022 there were 54 operational risk management indicators of different specialties in force, which made up 15 synthetic indicators or management limits.
(2) The identification of operational risk, which aims to anticipate the potential operational risks to which the Bank would be exposed as a result of the creation of new businesses and / or products, the modification of products, activities, processes or systems and procurement decisions (outsourcing). BBVA Argentina has a specific framework for the identification of operational risk that is specified in its Risk Operational Admission and Product Governance Committees where the 1st LdD (proposing units and RCA) has the responsibility of activating this identification process, proposing a mitigation framework, control and monitoring and the 2nd LdD (RCS / Non-Financial Risks area) that contrast the Mitigation and Control Framework proposed by the 1st LdD.
(3) Monitoring and management of operational risk, which is composed of the Risk and Control Self-Assessment and is structured in three phases: a) establishment of the control perimeter, b) identification of potential and actual operational risks from the review of processes, standards and regulations and c) prioritization of operational risks, with the aim of separating critical risks from those that are not.
In line with best practices, there is a database of operational losses (SIRO base), with an adequate level of detail to enable an effective analysis that provides useful information for management and to contrast the consistency of the operational risk map and the continuous monitoring of the control environment where the management that each unit carries out of its operational risks is channeled through the Internal Control and Operational Risk Committees (CIRO), in which management analyzes the situation of its control environment and promotes and monitors the mitigating measures necessary to address the weaknesses observed.
(4) Mitigation, which it is based on reducing the level of exposure to operational risk in order to try to manage the risk in advance by establishing or improving the mitigation and control environment. As long as the residual risk exceeds the defined objective risk, it will be necessary to establish the necessary mitigating measures to reduce it within the established limits.
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It is a comprehensive operational risk management model, in accordance with international standards, which is adaptable to the environment and to the necessary internal requirements.
Internal Risk Control
Internal Risk Control has as its main functions: to ensure that there is a sufficient internal regulatory framework; to provide adequate governance and a defined process and measures for each type of risk; to control its application and operation; and to ensure that an assessment of the existence of a control environment and its proper implementation and operation is made.
The area includes a Validation team who submits the relevant risk models to an effective and independent verification unit, in order to test their robustness and stability and ensure that they are suitable for use.
Trading Portfolio Activities
Market risk is defined as the possibility of suffering losses in the value of a portfolio as a result of adverse changes in market prices. The main market risks can be classified as follows:
| • | Interest rate risk: This arises as a result of exposure to movements in the different yield curves. |
| • | Foreign exchange risk: This is caused by the movements in the different currencies exchange rates in which a position is held. This risk is generated primarily in spot currency positions and in any derivative product whose underlying asset is an exchange rate. |
The structure of measurement and control of the market risk includes a scheme of limits and alerts in terms of economic capital, value at risk (“VaR”), stress VaR, monthly and annual stop loss and internal sub-limits. In order to measure and manage market risk, BBVA Argentina uses a VaR model, which estimates the maximum loss that may occur in the trading portfolio at a given confidence interval of 99% and a time horizon of one day.
Monitoring and control of market risk is conducted under a scheme of limits that is presented and proposed by the Market Risk Unit and approved every year by the Risk Management Committee and the Board (only those limits included inside the Risk Appetite Framework).
Market risk management focuses on the Bank’s Global Market trading portfolio. This portfolio includes:
| • | fixed income securities (Argentine sovereign bonds and bills, Central Bank bills and corporate bonds); |
| • | spot currency positions; and |
| • | derivative products (foreign exchange futures and forwards). |
Within the model of market risk management there are specific circuits established for communication and operation in case approved risks levels are exceeded.
The following charts show the Bank’s VaR and Risk Factor evolution during 2022.
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The following tables show the evolution of VaR during the last three years.
Daily Trading VaR at BBVA Argentina (in millions of pesos)
| 2022 | 2021 | 2020 | ||||||||||
| Average |
141.13 | 222.66 | 226.41 | |||||||||
| Minimum |
48.71 | 37.04 | 27.42 | |||||||||
| Maximum |
263.07 | 504.43 | 431.58 | |||||||||
| At December 31 |
112.22 | 88.76 | 225.50 | |||||||||
Daily Trading VaR – Categories (in millions of pesos)
| Interest Risk VaR |
2022 | 2021 | 2020 | |||||||||
| Average |
157.79 | 211.15 | 108.68 | |||||||||
| Minimum |
49.32 | 5.75 | 6.97 | |||||||||
| Maximum |
298.07 | 503.39 | 406.57 | |||||||||
| At December 31 |
121.29 | 90.95 | 237.23 | |||||||||
| Exchange-rate Risk |
2022 | 2021 | 2020 | |||||||||
| Average |
1.05 | 43.11 | 187.62 | |||||||||
| Minimum |
-0.47 | 0.99 | 2.93 | |||||||||
| Maximum |
65.11 | 157.89 | 377.09 | |||||||||
| At December 31 |
0.15 | 1.29 | 137.98 | |||||||||
Back testing
In line with Basel recommendations, the market risk model is periodically validated through back-testing analysis. The aim of these tests is to determine the quality and precision of the model used to calculate the daily maximum loss of a portfolio, with a 99% of confidence interval and temporal horizon of 250 days, by comparing the trading portfolio results and the risk measurements calculated by the model.
Stress test analysis
As described in “—Risk Management” above, a number of stress tests are carried out at the Bank, and this is also performed on the Bank’s trading portfolios. The aim is to expose BBVA Argentina’s trading portfolios to abnormal market variations, based on stress situations that occurred in the past (historical scenarios) or in stress situations that may occur in the future with some probability (simulated scenarios), but outside the predetermined confidence interval of the daily VaR measurement.
| • | Historical scenarios: The historical scenario used as reference for this stress test is 2019. The uncertainty due to the government change in August 2019 generated a high impact on the behavior of financial markets, which implied high volatility of prices and interest rates. |
| • | Simulated scenarios: The scenario used for these exercises of economic stress is based on resampling methodology. This methodology is based on the use of dynamic scenarios that are recalculated periodically depending on the main risks in the trading portfolios. On a data window wide enough to collect different periods of stress (data from January 1, 2008 to the stress test date), a simulation is performed by a resampling of historical observations. This generates a distribution of losses and gains that provides an analysis of the most extreme events that occurred within the selected historical window. The advantage of this methodology is that the stress period is not pre-established, but rather is a function of the portfolio held at any time. |
Valuation
The Market Risk Unit is responsible for establishing the fair value of fixed income instruments and derivatives. Automatic systems are used for daily capture and dissemination of prices and market variables that have an impact on the Bank´s portfolio and clients’ holdings in custody.
For price determination, the use of market information is prioritized. The main market to determine the fair value is the MAE. If not possible, pricing is established through internal models, considering the availability of data with which to develop inputs that represent the assumptions that markets participants would use when pricing the asset. For instance, fixed income securities are priced with the discounted cash flow model using market yield curves, technical value or last market price with the addition of accrued interest.
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Derivatives Credit Risk
The Market Risk Unit is responsible for the monitoring and control of derivatives credit risk. The derivatives credit risk exposure is measured by the probability that the counterparty defaults on its obligations as a consequence of insolvency or incapacity of payment, causing BBVA Argentina to suffer a financial loss.
Risk exposure is determined using the following formula:
Derivatives credit risk = Market Value (MtM) + Potential Risk; where:
| • | The market value is the amount for which something can be sold on a given market. This market value can be positive or negative depending on the risk exposure. |
| • | The potential risk is an estimation of the maximum expected increase of market value for a given level of confidence due to future price fluctuations until the operation due date. |
The structure of measurement and control of the counterparty risk includes a scheme of limits and alerts by asset classes (net counterparty risk by clearing house, corporates, government and financial institution and gross counterparty risk by OTC derivatives and clearing house derivatives). Monitoring and control of counterparty risk is conducted under a scheme of limits that is presented and proposed by the Market Risk Unit and approved every year by the Risk Management Committee and the Board who may approve only up to the limit included within the Risk Appetite Framework (net counterparty risk limit).
Interest Rate Risk
Interest rate sensitivity is the relationship between market interest rates and net portfolio value on one hand, and net interest income on the other, due to the repricing of assets and liabilities. Our interest rate sensitivity analysis measures the sensitivity of the net portfolio value and net interest income to parallel changes in interest rates and to changes in the yield curve.
For the purpose of calculating the net present value, when the interest rate is fixed, the future cash flows of the financial assets and liabilities are calculated on a contractual basis. When the interest rate is variable, cash flows that have a maturity during the repricing interval are included. These amounts are added to the remaining balance of the asset or liability at the end of the interval.
Net interest income is calculated as the difference between interest income earned on interest-earning assets and interest expense from interest-bearing liabilities for each month of the fiscal year.
In general, this calculation is limited to the assumption of a permanent increase or decrease in interest rates and of an equal change in interest rates. Accordingly, actual results could differ materially from those projected.
For any given period, the pricing structure is matched when an equal amount of assets and liabilities reprice. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap. A positive gap denotes asset sensitivity and normally means that an increase in interest rates would have a negative effect on net portfolio value and a positive effect on interest income, while a decline in interest rates would have a positive effect on net portfolio value and a negative effect on net interest income.
Changes in interest rates could impact our profitability as a result of timing differences on the repricing of the assets and liabilities. One measure of interest rate risk is the change in net portfolio value (defined as the net present value of interest-earning assets and interest-bearing liabilities) and the change in net interest income caused by a change in market interest rates.
The table below sets forth the results of the equity value and net interest income under various interest rate scenarios and the percentage changes from amounts generated under a stable interest rate environment.
| December 31, 2022 | ||||||||||||||||||||||||||
| Change in base interest rates and adjust rates (basis points) |
Net portfolio value |
Percentage change |
Net interest and adjust income |
Percentage change |
Net income of adjustable portfolio |
Percentage change |
||||||||||||||||||||
| (in millions of pesos, except percentages) | ||||||||||||||||||||||||||
| 500 | 114,306.3 | (2.00 | )% | 639,606.2 | 2.30 | % | 12,943.0 | 18.39 | % | |||||||||||||||||
| 0 | 116,642.8 | 0.00 | % | 625,198.0 | 0.00 | % | 10,932.1 | 0.00 | % | |||||||||||||||||
| (500 | ) | 119,201.7 | 2.19 | % | 609,965.0 | (2.44 | )% | 8,908.7 | (18.51 | )% | ||||||||||||||||
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Based on our position at December 31, 2022, and assuming a hypothetical, immediate 500 basis points increase in interest rates affecting all interest rate sensitive assets and liabilities, we estimate that our net portfolio value would be reduced by Ps.2,336.5 million and our net interest income would be increased by approximately Ps.14,408.3 million.
Foreign Exchange Risk
As of December 31, 2022, as part of our asset and liability management, we aimed to minimize the impact on results of foreign exchange rate fluctuations by maintaining excess balances of assets over liabilities denominated in dollars. The following table shows the estimated effect on net income of a 10% variation in the value of the peso against all other currencies:
| Peso against all other currencies |
Effect on net income based on our position as of December 31, 2022 |
Effect on net income based on our position as of December 31, 2021 |
||||||
| (in millions of pesos, except percentages) | ||||||||
| 10% | 574 | 179 | ||||||
| (10)% | (574 | ) | (179 | ) | ||||
For a description of the changes in exchange rates, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Exchange Rates”.
Equity and Commodity Price Risk
Equity and commodity price risk are the risks associated with adverse movements in the value of equity securities and commodities or related indexes. We do not have any material exposure to either of them.
Non-trading Portfolio Activities
Non-trading instruments consist primarily of loans and deposits. The Bank’s primary market risk exposure in its non-trading instruments is interest rate risk, which arises from the possibility of changes in market interest rates. Such changes in market interest rates affect the Bank’s net interest income due to timing differences on the repricing of their assets and liabilities. The Bank is also affected by gaps in maturity dates and interest rates in the different asset and liability accounts.
The interest rate risks arising from these activities is included in the analysis of the interest rate risk previously showed and managed in aggregated manner.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
| A. | Debt securities |
Not applicable.
| B. | Warrants and rights |
Not applicable.
| C. | Other securities |
Not applicable.
| D. | American Depositary Shares |
Fees and charges for holders of American Depositary Receipts
The depositary for our ADRs is the Bank of New York Mellon (BoNY).
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Holders of our ADRs are generally expected to pay fees to BoNY according to the schedule below:
| Persons depositing or withdrawing shares must pay: |
For: | |
| US$5.00 (or less) per 100 ADRs (or portion of 100 ADRs) | • Issuance of ADRs, including issuances resulting from a distribution, sale or exercise of shares or rights or other property
• Cancellation of ADRs for the purpose of withdrawal including if the deposit agreement terminates | |
| US$5.00 (or less) per 100 ADRs (or portion thereof) | • Any cash distribution made pursuant to the deposit agreement | |
| A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADRs | • Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders | |
| US$0.05 (or less) per ADRs per calendar year | • Depositary services | |
| Registration or transfer fees | • Transfer and registration of shares on the Company’s share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary | • Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
• Converting foreign currency to U.S. dollars | |
| Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes | • As necessary | |
| Any charges incurred by the depositary or its agents for servicing the deposited securities | • As necessary | |
BoNY collects its fees for the delivery and surrender of ADRs directly from investors depositing shares or surrendering ADRs for the purpose of withdrawal or from intermediaries acting for them. It also collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. BoNY may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. BoNY generally refuses to provide fee-attracting services until its fees for those services are paid.
Fees Paid by Depositary to the Company
BoNY paid US$80,306.60 to BBVA Argentina in 2022.
- PART II -
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
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ITEM 15. CONTROLS AND PROCEDURES
Effectiveness of Disclosure Controls and Procedures
As of December 31, 2022, the management of the Bank, including our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).
Based on such evaluation, the Bank’s Chief Executive Officer and Chief Financial Officer concluded that the Bank’s disclosure controls and procedures were effective for gathering, analyzing and disclosing the information the Bank is required to disclose in the reports it files under the Exchange Act, within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of the Bank is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Bank’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS-IASB and includes those policies and procedures that:
| • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Bank; |
| • | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS-IASB, and that our receipts and expenditures are being made only in accordance with authorizations of the Bank’s management and directors; and |
| • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Bank’s management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.
Our internal control over financial reporting as of December 31, 2022 has been audited by Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited) an independent registered public accounting firm, as stated in their report which is included further below in this annual report on Form 20-F.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Banco BBVA Argentina S.A.
Opinion on Internal Control Over Financial Reporting
We have audited Banco BBVA Argentina S.A.’s (the Bank) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Bank maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Bank as of December 31, 2022, the related consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended, and the related notes, and our report dated April 26, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L.
Member of Ernst Young Global Limited
City of Buenos Aires, Argentina
April 26, 2023
Limitations on Effectiveness of Controls and Procedures
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Bank have been detected.
Changes in Internal Control Over Financial Reporting
There has been no change in the Bank’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Bank’s internal control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Bank’s Board of Directors has appointed Mr. Ernesto San Gil to serve on its Audit Committee. The Bank’s Board of Directors has concluded that Mr. Ernesto San Gil is an audit committee financial expert as defined by the SEC based on his extensive audit experience.
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ITEM 16B. CODE OF ETHICS
The BBVA Argentina Code of Conduct applies to all our management and employees, including the Executive Chairman, the Financial Director and other senior financial officers of the Bank. The Code of Conduct sets out the standards of behavior that should be adhered to so that the Bank’s conduct towards its customers, colleagues and the society are consistent with the Bank’s values. The BBVA Argentina Code of Conduct can be found on BBVA Argentina’s website at www.bbva.com.ar and can be accessed without charge.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees
Below is a summary of the fees paid by us to our independent external auditors for the years ended December 31, 2022 and 2021:
| 2022 | 2021 | |||||||
| (in millions of pesos) | ||||||||
| Audit fees |
257.30 | 348.05 | ||||||
| Audit-related fees |
0.72 | 21.72 | ||||||
| Tax fees |
— | — | ||||||
| All other fees |
— | 0.41 | ||||||
|
|
|
|
|
|||||
| Total fees |
258.02 | 370.18 | ||||||
|
|
|
|
|
|||||
Audit fees are fees for professional services performed by Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited) and KPMG during 2022 and 2021, respectively, for the audit and limited review of the Bank’s annual and quarterly financial statements and services that are normally provided in connection with statutory and regulatory filings. Audit-related fees consist of fees for assurance and related services performed by Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited) and KPMG that are reasonably related to the performance of the audit or review of the Bank’s financial statements and are not reported as Audit fees. The Bank has approved policies and procedures for pre-approving all non-audit work that would be performed by the Bank’s external auditor. Specifically, the policies and procedures prohibit an accounting firm, including the Bank’s external auditor from performing any services for the Bank or its subsidiaries without the prior approval of the Audit Committee.
Services
Since April 2022, Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited), has acted as the Bank’s external auditor. Its appointment was approved by the ordinary and extraordinary shareholders’ meetings held on April 29, 2022.
The ordinary and extraordinary shareholders’ meetings held on April 29, 2022 designated Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited) as the Bank’s external auditor for the fiscal year 2022, with Javier Jose Huici (Registered in Professional Council of Economic Sciences of the City of Buenos Aires,) as the Bank’s auditor and German Enrique Cantalupi as alternate auditor for the same period.
The firm Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global Limited) has its domicile at 25 de mayo 487 (C1002ABI), City of Buenos Aires, Argentina and is registered with the Professional Council of Economic Sciences of the City of Buenos Aires, under Volume 1, Page 13.
ITEM 16D. EXEMPTIONS FROM LISTING REQUIREMENTS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY ONE ISSUER AND AFFILIATED PERSONS
None.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
On March 3, 2022, our Board of Directors approved a proposal for Pistrelli, Henry Martin y Asociados S.R.L. (Member of Ernst Young Global) to be appointed as independent registered public accounting firm of BBVA Argentina and its consolidated subsidiaries for 2022. Such proposal was adopted with the favourable opinion of the Audit Committee. This selection was approved by the shareholders at the annual shareholders’ meeting held on April 29, 2022.
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The disclosure called for by paragraph (a) of Item 16F was previously reported, as that term is defined in Rule 12b-2 under the Exchange Act, in the Bank’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 12, 2022.
ITEM 16G. CORPORATE GOVERNANCE
BBVA Argentina corporate governance practices are governed by the applicable Argentine law (particularly Law No. 26,831 as modified by Law No. 27,440 and the standards of the CNV), as well as by its Bylaws. BBVA Argentina has securities that are registered with the SEC and are listed on the NYSE, and is therefore subject to corporate governance requirements applicable to NYSE-listed non-U.S. companies.
NYSE-listed non-U.S. companies may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements codified in Section 303A of the NYSE’s Listed Company Manual. However, NYSE-listed non-U.S. companies must comply with NYSE Sections 303A.06, 303A.11 and 303A.12 (b) and (c).
The CNV passed in May 2012 and in September 2013, General Resolution No. 606/12 (“GR 606/12”) and General Resolution No. 622/13 (“GR 622/13”), respectively, which set forth the corporate governance requirements which companies that publicly offer shares representing their capital stock in Argentina must adopt. Moreover, since December 2012, the Bank has a new corporate governance code (Código de Gobierno Societario, hereinafter the “CGS”) in accordance with Communication “A” 5201 and Communication “A” 6639, as amended, Communication “A” 7100 of the Central Bank, General Resolution No. 797/19 and the Recommendations Guide for the corporate governance code report 2022 from the CNV.
NYSE Section 303A.11 requires that non-U.S. companies disclose any significant ways in which their corporate governance practices differ from U.S. companies under NYSE listing standards. In accordance with NYSE Section 303A.11, we describe below the relevant differences between BBVA Argentina’s corporate governance practices and NYSE standards for listed companies.
Director Independence
Under NYSE Section 303A.01, a NYSE-listed company must have a majority of independent directors on its board of directors.
Under Argentine law, the board is not required to consist of a majority of independent directors. However, when directors are appointed, each shareholder that nominates a director is required to report at the meeting whether or not such director is independent. Since May 28, 2004, Argentine companies are required to have at least two independent directors appointed to the audit committee. Currently, the Board is composed of three independent directors.
Standards for Evaluating Director Independence
NYSE Section 303A.02 establishes general standards to evaluate directors’ independence (and no director qualifies as “independent” unless the board of directors affirmatively determines that such director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company)), and emphasizes that the concern is independence from management. The board of directors is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.
To qualify as an “independent” or “non-independent” director, CNV standards are generally similar to NYSE standards.
Pursuant to CNV Rules, a director will be considered as “independent” if its main relationship with the listed company is his position as director of the board. He will be appointed taking into account his professional career, suitability, qualified knowledge, and criteria, economic and interest independence, considering also that he can perform his functions objectively and impartially.
For the purposes of this definition, it shall be understood under CNV rules that a director does not qualify as “independent”, when one or more of the following circumstances are met:
| (a) | such director is a member of the board of directors of the parent company or another company belonging to the same economic group of the company through a pre-existing relationship at the time of his election, or during the immediately prior three years; |
| (b) | such director is or has been associated with the company or any of the company’s shareholders that have a direct or indirect “significant participation” on the company, or with corporations with which such shareholders also have a direct or indirect “signification participation”; or if such director was associated with any of them through an employment relationship during the last three years; |
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| (c) | such director has any professional relationship or is a member of a corporation that maintains frequent professional relationships of significant nature and volume, or receives remuneration or fees (other than the one received in consideration of his role as a director) from the company or the company’s shareholders that have a direct or indirect “significant participation” on the company, or with corporations in which such shareholders also have a direct or indirect “significant participation.” This prohibition includes professional relationships and affiliations during the immediately prior three years to his or her appointment as director; |
| (d) | such director directly or indirectly owns 5% or more of the voting shares and/or capital stock of the company or any company with a “significant participation” in the company; |
| (e) | such director directly or indirectly sells and/or provides goods and/or services (different from those accounted for in section c) above) on a regular basis and of a significant nature and volume to the company or to the company’s shareholders that have a direct or indirect “significant participation”, that result in proceeds that are higher than his remuneration as a director. This prohibition includes business relationships that have been carried out during the immediately prior three years to such director’s appointment; |
| (f) | such director has been a director, manager, administrator or principal executive of not-for-profit organizations that have received funds, for amounts greater than those described in section I) of article 12 of Resolution No. 30/2011 of the UIF and its amendments, from the company, its parent company and other companies of the same group of which the company is a party, as well as of their respective principal executives; |
| (g) | such director receives any consideration, including through such director’s participation in plans or stock option schemes, from the company or companies of the same economic group, other than the compensation paid to such director for its role as a director, except dividends paid as a shareholder of the company in compliance with section d) above or the consideration received in compliance with section e); |
| (h) | such director has served as member of the board of directors of the company, its parent company or another company belonging to the same economic group for more than ten years, except if such relationship ceased to exist during the three years immediately preceding the appointment; and |
| (i) | such director is the spouse or legally recognized partner, relative up to the third level of consanguinity or up to the second level of affinity of persons who, if they were members of the board of directors, would not be independent, according to the above listed criteria. |
In connection with the independence criteria above, references to “significant participation” refer to those individuals who hold shares representing at least 5% of the capital stock and or the voting shares, or a smaller amount if they have the right to elect one or more directors by share class or have other shareholders’ agreements relating to the government and administration of the company or its parent company.
Non-management Directors Meetings
Under NYSE Section 303A.03, non-management directors must meet at regularly scheduled executive meetings not attended by management. Neither Argentine law nor BBVA Argentina Bylaws require that any such meetings be held.
Nominations Corporate Governance Committee
Under NYSE Section 303A.04, listed companies shall have a “nominations/corporate governance committee” comprised entirely of independent directors. GR 622/13, requires public companies to have a Nomination Committee. Moreover, pursuant to CNV standards, the person who nominates a director shall report at the shareholders’ meeting whether or not the nominee is an “independent person”, based on the criteria established by the CNV (which are substantially similar to NYSE standards).
Compensation Committee
Under NYSE Section 303A.05(a), listed companies have to have a compensations committee comprised entirely of independent directors. Under NYSE Section 303A.05(b), the compensations committee shall have a written charter establishing certain minimum responsibilities as set forth in NYSE Section 303A.05(b)(i). In addition, amendments approved by the NYSE in January 2013 require the charter to specify the rights and responsibilities of the compensation committee regarding the authority to retain advisers and to provide funding for such advisers. Certain specified factors must be considered regarding such advisers’ independence from management. GR 622/13, also requires for companies which publicly offer their securities to have a compensation committee.
The CGS sets forth the creation of a nominations and compensations committee, composed of three non-executive directors, whose duties, among others, are to fix the rules and procedures for the selection of key executives and senior staff, to determine the level of remuneration for directors and key executives, to fix policies and practices regarding remunerations and benefits and to approve any relevant changes.
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Audit Committee
Under NYSE Section 303A.06, listed companies must have an “audit committee” that complies with SEC requirements. The Audit Committee of BBVA Argentina currently complies with SEC requirements and the standards of Law No. 26,831 as modified by Law No. 27,440 and the Central Bank’s rules.
Under NYSE Section 303A.07(a), the audit committee shall consist of at least three members. All of its members shall be financially literate or must acquire such financial knowledge within a reasonable period of time and at least one of its members shall have experience in accounting or financial administration. Argentine law also requires the audit committee to be comprised of at least three members. Pursuant to CNV’s standards, audit committee members are required to be conversant in business, financial, or accounting issues. CNV’s rules provide for the training of its members to carry out their duties and BBVA Argentina engages in this training.
Under NYSE Section 303A.07(a), if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then, in each case the board of directors shall determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee, and shall report its decision in the annual proxy statement of the company or in the company’s annual report filed with the SEC. No such provision regarding an audit committee member’s simultaneous membership on public companies exists under Argentine law or BBVA Argentina’s Bylaws.
Under NYSE Section 303A.07 (a), all members of the audit committee are required to be “independent”. In accordance with Law No. 26,831, a majority of the members of Audit Committee must be “independent”.
Under NYSE Section 303A.07 (b), the audit committee shall have a charter establishing the duties and responsibilities of its members, including, at a minimum, some of the duties and responsibilities required by Rule 10A-3 of the Exchange Act and as set forth in NYSE Section 303A.7(b) of the NYSE Manual. The functions and responsibilities of the audit committee in Argentina, established by Law No. 26,831 as modified by the Law No. 27,440 and CNV’s standards, are essentially the same as provided for under Rule 10A-3 of the Exchange Act.
NYSE Sections 303A.07 (b)(iii) A), (B) and (C) establish the duties and responsibilities of the audit committee, among others: (i) to discuss the annual audited financial statements and the quarterly financial statements of the company with management and the independent auditor, including the information disclosed under the heading “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and (ii) to discuss the company’s press releases relating to its earnings, as well as the financial information and guidelines relating to its earnings that are supplied to equity researchers and rating agencies. No such provision is contained in the Argentine law or BBVA Argentina’s Bylaws. However, CNV standards establish similar functions for the audit committee, namely, “to verify the reliability of the administrative-accounting system, and of all financial data, or of any significant data submitted to CNV and to self-regulated exchanges, in compliance with the applicable reporting regime”.
NYSE Section 303A.07 (b)(iii)(G) provides that the audit committee shall establish clear policies for hiring external auditors’ employees. No such provision regarding hiring external auditors’ employees is contained in Argentine law or BBVA Argentina’s Bylaws.
NYSE Section 303A.07 (c) provides that each company must have an internal audit function in order to provide to the management and to the audit committee permanent assessments on the company’s risk management processes and internal control system. The audit committee according to Central Bank’s rules, provides to the management permanent assessments about management and operating processes, and risks of the company.
Disclosure of Corporate Governance Guidelines
NYSE Section 303A.09 provides that companies must adopt and disclose corporate governance guidelines, including several issues for which such reporting is mandatory, and include such information on the company’s website, which should also include the charters of the audit committee, the nominations committee and the compensation committee.
Law No. 26,831 as modified by the Law 27,440 required additional information that companies must include in their annual reports, including information relating to the decision-making organization (corporate governance), the company’s internal controls system, rules for director and manager compensation, stock-options, and any other compensation system applicable to Board members and managers. Law No. 26,831 does not address the remaining issues included in NYSE Section 303A.09. However, all relevant information sent by the Bank to the CNV is forwarded to the CNV through the CNV’s Financial Reporting Highway and may be viewed on the CNV’s website.
The Bank publishes on its website, in the Shareholders and Investors Section, among others, any notices of relevant events; the CGS; the Bank’s bylaws or the composition of the Board of Directors and Senior Management.
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Evaluation of Board Performance
Under NYSE Section 303A.09, the Board of Directors must make a self-assessment of its performance at least once a year to determine if it or its committees function effectively and report thereon. Under Argentine law, the board’s performance is evaluated at the annual shareholders’ meeting.
According to the provisions of the CGS, Regular Directors perform an annual self-assessment of Board performance as the governing body and their individual roles as members thereof, must submit them to the head of the Legal Services of the Bank, in his capacity as Secretary of the Board.
Code of Ethics
NYSE Section 303A.10 provides for the adoption of a Code of Business Conduct and Ethics and sets out the topics that such code must contain. BBVA Argentina’s Board approved in December 18, 2003, as amended on August 25, 2015 and May 31, 2022, the “Code of Conduct of BBVA Argentina and its group of companies in Argentina”, which applies to all management and employees, with no exceptions, the English translation of which is available to the public on BBVA Argentina’s website. See “Item 16B. Code of Ethics” above. BBVA Argentina believes that its Code of Conduct complies with NYSE requirements.
Certifications by the CEO
NYSE Section 303A.12(a) provides that the CEO shall on a yearly basis certify to NYSE that he/she knows of no violation by the company of NYSE Sections relating to corporate governance. No such certification is required by Argentine law or our Bylaws.
Notification of Non-fulfillment
Under NYSE Section 303A.12(b), the CEO shall notify the NYSE in writing whenever any executive officer of the company becomes aware of any substantial non-fulfilment of any applicable provision under NYSE Section 303A.
No such provision regarding notification of non-fulfilment of NYSE Section 303A is contained in Argentine law or our Bylaws, but BBVA Argentina CEO will comply with the notice provisions as set forth under NYSE Section 303A.12(b)
ITEM 16H. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
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Table of Contents
- PART III -
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of this item.
ITEM 18. FINANCIAL STATEMENTS
Reference is made to Item 19 for a list of the financial statements filed as a part of this annual report.
ITEM 19. EXHIBITS
| • | Index to Consolidated Financial Statements: |
| Page | ||||
| Report of Independent Registered Public Accounting Firm as of December 31, 2022 |
F-1 | |||
| Report of Independent Registered Public Accounting Firm as of December 31, 2021 and 2020 |
F-4 | |||
| F-7 | ||||
| F-9 | ||||
| F-10 | ||||
| F-11 | ||||
| F-14 | ||||
| F-16 | ||||
| • | Index to Exhibits: |
195
Table of Contents
| Exhibit |
Description | |
| 1.1 |
Amended and Restated Bylaws (Estatutos) of Banco BBVA Argentina S.A. (*) | |
| 1.2 |
English translation of the Amended and Restated Bylaws (Estatutos) of Banco BBVA Argentina S.A. (*) | |
| 2.1 |
Description of Registrant’s Securities Registered under Section 12 of the Exchange Act | |
| 8.1 |
Subsidiaries of the Company | |
| 12.1 |
Section 302 Certification of Chief Executive Officer | |
| 12.2 |
Section 302 Certification of Chief Financial Officer | |
| 13.1 |
Certification by CEO and CFO pursuant to Section 1350, as adapted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 | |
| 101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| (*) | Incorporated by reference to BBVA Argentina’s annual report on Form 20-F for the year ended December 31, 2021, filed with the SEC on April 12, 2022. |
We will furnish to the SEC, upon request, copies of any unfiled instruments that define the rights of holders of long-term debt of BBVA Argentina.
196
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| BANCO BBVA ARGENTINA S.A. | ||||
| By: | /s/ Carmen Morillo Arroyo | |||
| Name: | Carmen Morillo Arroyo | |||
| Title: | Chief Financial Officer | |||
Date: April 26, 2023
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TABLE OF CONTENTS |
PAGE |
|||
F-1 |
||||
F-4 |
||||
Consolidated Financial Statements, December 31, 2022 |
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F-7 |
||||
F-9 |
||||
F-10 |
||||
F-11 |
||||
F-14 |
||||
F-16 |
||||
Notes |
December 31, 2022 |
December 31, 2021 |
||||||||||
ASSETS |
||||||||||||
CASH AND CASH EQUIVALENTS |
4 | |||||||||||
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
||||||||||||
Debt securities |
5.1. | |||||||||||
Derivatives |
5.2. | |||||||||||
Equity instruments |
5.3. | |||||||||||
FINANCIAL ASSETS AT AMORTIZED COST |
||||||||||||
Loans and advances to government sector |
||||||||||||
Loans and advances to Central Bank |
||||||||||||
Loans and advances to financial institutions |
6.1. | |||||||||||
Loans and advances to customers |
6.2. | |||||||||||
Reverse repurchase agreements |
6.3. | |||||||||||
Debt securities |
6.4. | |||||||||||
Other financial assets |
6.5. | |||||||||||
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME |
||||||||||||
Debt securities |
10.1. | |||||||||||
Equity instruments |
10.2. | |||||||||||
INVESTMENT IN JOINT VENTURES AND ASSOCIATES |
12 | |||||||||||
TANGIBLE ASSETS |
||||||||||||
Property and equipment |
13.1. | |||||||||||
Investment properties |
13.2. | |||||||||||
INTANGIBLE ASSETS |
14 | |||||||||||
INCOME TAX ASSETS |
||||||||||||
Current |
||||||||||||
Deferred |
11.1. | |||||||||||
OTHER ASSETS |
15 | |||||||||||
NON-CURRENT ASSETS HELD FOR SALE |
16 | |||||||||||
TOTAL ASSETS |
||||||||||||
Notes |
December 31, 2022 |
December 31, 2021 |
||||||||||
| LIABILITIES |
||||||||||||
| FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS |
||||||||||||
| Derivatives |
17 | |||||||||||
| FINANCIAL LIABILITIES AT AMORTIZED COST |
||||||||||||
| Bank loans |
18.1. | |||||||||||
| Deposits from government sector |
||||||||||||
| Deposits from financial institutions |
||||||||||||
| Deposits from customers |
18.2. | |||||||||||
| Other financial liabilities |
18.3. | |||||||||||
| Debt securities issued |
19 | |||||||||||
| PROVISIONS |
20 | |||||||||||
| INCOME TAX LIABILITIES |
||||||||||||
| Current |
||||||||||||
| Deferred |
11.1. | |||||||||||
| OTHER LIABILITIES |
21 | |||||||||||
| |
|
|
|
|||||||||
| TOTAL LIABILITIES |
||||||||||||
| |
|
|
|
|||||||||
| EQUITY |
||||||||||||
| Share capital |
22 | |||||||||||
| Share premium |
||||||||||||
| Inflation adjustment to share capital |
||||||||||||
| Reserves |
||||||||||||
| Accumulated loss |
( |
) | ( |
) | ||||||||
| Accumulated other comprehensive income |
( |
) | ||||||||||
| |
|
|
|
|||||||||
| Equity attributable to owners of the Bank |
||||||||||||
| Non-controlling interests |
||||||||||||
| |
|
|
|
|||||||||
| TOTAL EQUITY |
||||||||||||
| |
|
|
|
|||||||||
| TOTAL LIABILITIES AND EQUITY |
||||||||||||
| |
|
|
|
|||||||||
Notes |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||||||
| Interest income |
24.1. | |||||||||||||||
| Interest expenses |
24.2. | ( |
) | ( |
) | ( |
) | |||||||||
| |
|
|
|
|
|
|||||||||||
| NET INTEREST INCOME |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Fee and commission income |
25 | |||||||||||||||
| Fee and commission expense |
26 | ( |
) | ( |
) | ( |
) | |||||||||
| Gains on financial assets and liabilities at fair value through profit or loss, net |
27 | |||||||||||||||
| Gains (Losses) on derecognition of financial assets not measured at fair value through profit or loss, net |
28 | ( |
) | ( |
) | |||||||||||
| Exchange differences, net |
29 | |||||||||||||||
| Other operating income |
30 | |||||||||||||||
| Other operating expenses |
31 | ( |
) | ( |
) | ( |
) | |||||||||
| |
|
|
|
|
|
|||||||||||
| GROSS INCOME |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Administration costs |
( |
) | ( |
) | ( |
) | ||||||||||
| |
|
|
|
|
|
|||||||||||
| Personnel benefits |
32 | ( |
) | ( |
) | ( |
) | |||||||||
| Other administrative expenses |
33 | ( |
) | ( |
) | ( |
) | |||||||||
| Depreciation and amortization |
34 | ( |
) | ( |
) | ( |
) | |||||||||
| Impairment of financial assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Loss on net monetary position |
2.1.5. | ( |
) | ( |
) | ( |
) | |||||||||
| |
|
|
|
|
|
|||||||||||
| NET OPERATING INCOME |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Share of profit of equity accounted investees |
( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| PROFIT BEFORE TAX |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Income tax benefit (expense) |
11.2. | ( |
) | ( |
) | |||||||||||
| |
|
|
|
|
|
|||||||||||
| PROFIT FOR THE YEAR |
||||||||||||||||
| |
|
|
|
|
|
|||||||||||
| Attributable to owners of the Bank |
||||||||||||||||
| Attributable to non-controlling interest |
( |
) | ( |
) | ||||||||||||
| EARNINGS PER SHARE |
||||||||||||||||
| Basic earnings per share (in pesos) |
3 | |||||||||||||||
| Diluted earnings per share (in pesos) |
3 | |||||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
| Profit for the year |
||||||||||||
| Items that are or may be reclassified to profit or loss |
||||||||||||
| Profit or loss for financial instruments at fair value through Other comprehensive income (FVOCI) |
||||||||||||
| (Loss) Profit for the year for financial instruments at fair value through Other comprehensive income (FVOCI) |
( |
) | ( |
) | ||||||||
| Adjustment for reclassifications for the year |
( |
) | ||||||||||
| Related income tax |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
( |
) |
( |
) |
|||||||||
| |
|
|
|
|
|
|||||||
| Share in Other Comprehensive income (OCI) from investees at equity method |
||||||||||||
| Profit (Loss) for the year for the share in OCI from associates at equity-method |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
( |
) |
( |
) | |||||||||
| |
|
|
|
|
|
|||||||
| Items that will not be reclassified to profit or loss |
||||||||||||
| Fair value changes for equity instruments at fair value through other comprehensive income (FVOCI) |
||||||||||||
| (Loss) Profit for the year for equity instruments |
( |
) | ( |
) | ||||||||
| Related income tax |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
( |
) |
( |
) | |||||||||
| |
|
|
|
|
|
|||||||
| Other comprehensive (loss) income, net of tax |
( |
) |
( |
) |
||||||||
| |
|
|
|
|
|
|||||||
| Total comprehensive income for the year |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total comprehensive (loss) income: |
||||||||||||
| Attributable to owners of the Bank |
||||||||||||
| Attributable to non-controlling interests |
( |
) | ( |
) | ||||||||
| Other comprehensive income | Reserves | |||||||||||||||||||||||||||||||||||||||||||
| Transactions | Share capital | Share premium | Inflation adjustment to share capital |
Fair value reserve |
Share of OCI from associates and joint ventures |
Legal reserve | Other reserves |
Accumulated loss |
Total equity attributable to owners of the Bank |
Non- controlling interest |
Total equity | |||||||||||||||||||||||||||||||||
Balances at December 31, 2021 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year |
||||||||||||||||||||||||||||||||||||||||||||
- Profit (Loss) for the year |
— | — | — | — | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||
- Other comprehensive income for the year |
— | — | — | ( |
) | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Distribution of retained earnings as per the Shareholders’ Meeting held on April 29, 2022 (Note 41) |
||||||||||||||||||||||||||||||||||||||||||||
Legal reserve |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||
Other reserves |
— | — | — | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||||||||
| — | ||||||||||||||||||||||||||||||||||||||||||||
- Other net increases |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Balances at December 31, 2022 |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | Reserves | |||||||||||||||||||||||||||||||||||||||||||
| Transactions | Share capital | Share premium | Inflation adjustment to share capital |
Fair value reserve |
Share of OCI from associates and joint ventures |
Legal reserve | Other reserves |
Accumulated loss |
Total equity attributable to owners of the Bank |
Non- controlling interest |
Total equity | |||||||||||||||||||||||||||||||||
Balances at December 31, 2020 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year |
||||||||||||||||||||||||||||||||||||||||||||
- Profit (Loss) for the year |
— | — | — | — | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||
- Other comprehensive income for the year |
— | — | — | ( |
) | ( |
) | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
Distribution of retained earnings as per the Shareholders’ Meeting held on April 20, 2021 |
||||||||||||||||||||||||||||||||||||||||||||
Cash dividends (1) |
— | — | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
Accumulated loss absorption |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||
Distribution of retained earnings as per the Shareholders’ Meeting held on November 3, 2021 |
||||||||||||||||||||||||||||||||||||||||||||
Cash dividends (2) |
— | — | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
Balances at December 31, 2021 |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||||
| (1) |
| (2) |
| Other comprehensive income | Reserves | |||||||||||||||||||||||||||||||||||||||||||
| Transactions | Share capital | Share premium | Inflation adjustment to share capital |
Fair value reserve |
Share of OCI from associates and joint ventures |
Legal reserve | Other reserves | Accumulated loss |
Total equity attributable to owners of the Bank |
Non- controlling interest |
Total equity | |||||||||||||||||||||||||||||||||
Balances at December 31, 2019 |
( |
) | ||||||||||||||||||||||||||||||||||||||||||
Total comprehensive income for the year |
||||||||||||||||||||||||||||||||||||||||||||
- Profit (Loss) for the year |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
- Other comprehensive income for the year |
— | — | — | ( |
) | — | — | — | ( |
) | ||||||||||||||||||||||||||||||||||
Distribution of retained earnings as per the Shareholders’ Meeting held on May 15, 2020 |
||||||||||||||||||||||||||||||||||||||||||||
Legal reserve |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||
Cash dividends (1) |
— | — | — | — | — | — | ( |
) | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||||
Other Reserves |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||
Distribution of retained earnings as per the Shareholders’ Meeting held on November 20, 2020 |
||||||||||||||||||||||||||||||||||||||||||||
Cash dividends (2) |
— | — | — | — | — | — | ( |
) | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
| — | ||||||||||||||||||||||||||||||||||||||||||||
Other net increases |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||||||||||||||
Balances at December 31, 2020 |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||||
| (1) |
| (2) |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
| Accounts | ||||||||||||
| Cash flow from operating activities |
||||||||||||
| Profit before tax |
||||||||||||
| Adjustments |
( |
) |
( |
) | ||||||||
| Depreciation and amortization |
||||||||||||
| Net impairment loss of financial assets |
||||||||||||
| Accrued interest |
( |
) | ( |
) | ( |
) | ||||||
| Exchange rate |
( |
) | ( |
) | ||||||||
| Inflation effect on cash and cash equivalents balances |
||||||||||||
| Gain on sale of Prisma Medios de Pagos S.A. (see Note 5.3.) |
( |
) | — | |||||||||
| Put option - Prisma Medios de Pagos S.A. |
( |
) | ||||||||||
| Remeasurement - Prisma Medios de Pagos S.A. |
( |
) | ||||||||||
| Other adjustments |
||||||||||||
| Net decreases in operating assets: |
( |
) |
( |
) |
( |
) | ||||||
| Financial assets at fair value through profit or loss (FVTPL) |
( |
) | ||||||||||
| Financial assets at amortized cost |
||||||||||||
| Other financial assets |
( |
) | ( |
) | ||||||||
| Loans and advances to financial institutions |
( |
) | ||||||||||
| Loans and advances to customers |
( |
) | ( |
) | ||||||||
| Loans and advances to government sector |
||||||||||||
| Loans and advances to central bank |
( |
) | — | — | ||||||||
| Reverse repurchase agreements |
( |
) | ( |
) | ||||||||
| Debt securities |
( |
) | — | |||||||||
| Financial assets at fair value through other comprehensive income |
( |
) | ( |
) | ||||||||
| Other assets |
( |
) | ||||||||||
| Net increases (decreases) in operating liabilities: |
( |
) |
( |
) |
||||||||
| Financial liabilities at amortized cost |
||||||||||||
| Deposits from financial institutions |
( |
) | ( |
) | ||||||||
| Deposits from customers |
( |
) | ( |
) | ||||||||
| Deposits from government sector |
( |
) | ||||||||||
| Repurchase agreements |
( |
) | ||||||||||
| Financial liabilities at FVTPL |
( |
) | ( |
) | ||||||||
| Other financial liabilities |
( |
) | ( |
) | ||||||||
| Income tax paid |
( |
) | ( |
) | ( |
) | ||||||
| Interest received |
||||||||||||
| Interest paid |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total cash flows generated by/(used in) operating activities |
( |
) | ||||||||||
| |
|
|
|
|
|
|||||||
| Accounts |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||
| Cash flows from investing activities |
||||||||||||
| Payments: |
( |
) |
( |
) |
( |
) | ||||||
| Purchase of property and equipment, intangible assets and other assets |
( |
) | ( |
) | ( |
) | ||||||
| Other payments related to investment activities |
( |
) | ( |
) | ||||||||
| Collections: |
||||||||||||
| Dividends received |
||||||||||||
| |
|
|
|
|
|
|||||||
| Total cash flows used in investing activities |
( |
) |
( |
) |
( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Cash flows from financing activities |
||||||||||||
| Payments: |
( |
) | ( |
) |
( |
) | ||||||
| Dividends |
( |
) | — | — | ||||||||
| Debt security payments - Capital |
( |
) | ( |
) | ( |
) | ||||||
| Debt security payments - Interest |
( |
) | ( |
) | ||||||||
| Payment of lease liabilities |
( |
) | ( |
) | ( |
) | ||||||
| Financing by local financial institutions |
( |
) | — | — | ||||||||
| Collections: |
||||||||||||
| Debt securities issued - Capital |
||||||||||||
| Other collections related to financing activities |
— | — | ||||||||||
| |
|
|
|
|
|
|||||||
| Total cash flows used in financing activities |
( |
) |
( |
) |
( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Effect of exchange rate changes on cash and cash equivalents |
( |
) | ||||||||||
| Inflation effect on cash and cash equivalents |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Total changes in cash and cash equivalents |
( |
) |
( |
) |
( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Cash and cash equivalents at the beginning of the year (Note 4) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Cash and cash equivalents at the end of the year (Note 4) |
||||||||||||
| |
|
|
|
|
|
|||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
a) |
Description of the main aspects of the statement of financial position restatement process : |
| i. | Monetary items (those with a fixed nominal value in local currency) are not restated, as they are already expressed in the measuring unit current as of the end of the reporting period. In an inflationary period, holding monetary assets generates a loss of purchasing power and holding monetary liabilities generates a gain in purchasing power, provided that such items are not subject to an adjustment mechanism that offsets these effects to some extent. Gain or loss on net monetary position is included in profit (loss) for the reporting period. |
| ii. | Assets and liabilities subject to adjustments pursuant to specific agreements are adjusted according to such agreements. |
| iii. | Non-monetary items measured at their current values at the end of the reporting period are not restated for their presentation in the statement of financial position, but the adjustment process must be completed in order to determine in terms of constant measuring unit, the gain or loss generated for holding those non-monetary items. |
| iv. | Non-monetary items measured at historical cost or at a current value as of a date prior to the end of the reporting period are restated at indexes that reflect the variation occurred in the general price index level as from the date of acquisition or restatement until the closing date, and then the restated amounts of said assets are compared with the relevant recoverable values. Profit (loss) for the period from depreciation of property and equipment and amortization of intangible assets, as well as any other consumption of non-monetary assets are determined on the basis of the new restated amounts. |
| v. | The restatement of non-monetary assets in terms of a measuring unit current at the end of the reporting period without an equivalent adjustment for tax purposes results in a taxable temporary difference and the recognition of deferred tax liabilities, whose balancing entry is recognized in profit or loss for the period. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
b) |
Description of the main aspects of the statements of profit and loss and other comprehensive income restatement process : |
| i. | Expenses and income are restated as from the date of their booking, except for those profit or loss items that reflect or include in their determination the consumption of assets in purchasing power currency of a date prior to the booking of the consumption, which are restated taking as basis the date of origination of the asset with which the item is related; and also except for income or loss arising from comparing two measurements expressed in purchasing power currency of different dates, for which it is necessary to identify the amounts compared, restate them separately, and make the comparison again, but with the amounts already restated. |
| ii. | Gain or loss on net monetary position will be classified according to the item that originated it, and is presented in a separate line reflecting the effect of inflation on monetary items. |
c) |
Description of the main aspects of the statement of changes in shareholders’ equity restatement process: |
| i. | As of the transition date, the Entity has applied the following procedures: |
| a) | Equity items, except for those stated below, are restated as from the date on which they were subscribed for or paid-in. |
| b) | Reserves, including the reserve for first time application of IFRS, were maintained at their nominal value as of the transition date (non-restated legal amount). |
| c) | Restated unappropriated retained earnings are determined according to the difference between restated net assets as of the transition date and the rest of the components of initial equity restated as described above. |
| d) | Balances of other accumulated comprehensive income were restated as of the transition date. |
| ii. | After the restatement as of the transition date stated in (i) above, all the shareholders’ equity components are restated by applying the general price index from the beginning of the fiscal year and each variation of those components is restated from the date of contribution or from the moment such variation occurred by other means, restating the balances of other accumulated comprehensive income according to the items that give rise to it. |
d) |
Description of the main aspects of the statement of cash flows restatement process: |
| i. | All items are restated in terms of the measuring unit current as of the end of the reporting period. |
| ii. | Monetary gain or loss on the components of cash and cash equivalents are disclosed in the statement of cash flows after operating, investing and financing activities, in a separate line and independent from them, under “Gain/loss on net monetary position of cash and cash equivalents”. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | The purpose and design of the investee. |
| • | The relevant activities, the decision-making process on these activities and whether the Entity and its subsidiaries can manage those activities. |
| • | Contractual agreements such as call options, put options and settlement rights. |
| • | If the Entity and its subsidiaries are exposed to, or entitled to, variable returns arising from their interest in the investee, and are empowered to affect their variability. |
| Subsidiaries |
Registered Office |
Province |
Country |
Main Business Activity | ||||
mini stradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (1) |
||||||||
| (1) | Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) (“Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)”): a corporation incorporated under the laws of Argentina undergoing liquidation proceedings. On December 4, 2008, Law 26,425 was enacted, providing for the elimination and replacement of the capitalization regime that was part of the Integrated Retirement and Pension System, with a single pay-as-you |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| participants in their capitalization accounts had 30 business days to express their intention to that end. On December 28, 2009, based on the foregoing and taking into consideration that it is impossible for Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings) to comply with the corporate purpose for which it was incorporated, it was resolved, at a Unanimous General and Extraordinary Shareholders’ Meeting to approve the dissolution and subsequent liquidation of that company effective as of December 31, 2009. |
| Subsidiaries |
Shares |
Interest held by the Entity |
Non-controlling Interests |
|||||||||||||||||||||
Type |
Number |
% of Total Shares |
% of Total Votes |
% of Total Share s |
% of Total Votes |
|||||||||||||||||||
| Volkswagen Financial Services Cía. Financiera S.A. |
Common | % | % | % | % | |||||||||||||||||||
| PSA Finance Arg. Cía. Financiera S.A. (1) |
Common | % | % | % | % | |||||||||||||||||||
| Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A.(undergoing liquidation proceedings) |
Common | % | % | % | % | |||||||||||||||||||
| BBVA Asset Management Argentina S.A.U. Sociedad Gerente de Fondos Comunes de Inversión |
Common | % | % | % | % | |||||||||||||||||||
(1) |
According to the Shareholders’ Agreement, the Bank controls the entity because it is exposed, or has rights, to variable returns from its continued involvement with the entity and has the ability to direct the relevant activities in order to affect those returns, such as financial and risk management activities, among others. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
a) |
Initial recognition and measurement |
b) |
Classification of financial assets |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
| • | The contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. |
| • | The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
| • | The contractual terms of the financial asset give rise to cash flows that are SPPI on the principal amount outstanding. |
| • | Interest revenue using the effective interest method; |
| • | Expected credit losses (“ECL”) and reversals; and |
| • | Foreign exchange gains and losses. |
| • | The stated policies and objectives for the portfolio and the operation of those policies in practice, |
| • | How the performance of the portfolio is evaluated and reported to the Group’s management, |
| • | The risks that affect the performance of the business model and how those risks are managed, |
| • | How managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and |
| • | The frequency, volume and timing of sales in prior periods, the reasons for such sales and its expectations about future sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of how the Group’s stated objective for managing the financial assets is achieved and how cash flows are realized. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Contingent events that would change the amount and timing of cash flows; |
| • | Leverage features; |
| • | Prepayment and extension terms; |
| • | Terms that limit the Bank’s claim to cash flows from specified assets; and |
| • | Features that modify consideration of the time value of money (e.g. periodical reset of interest rate). |
c) |
Classification of financial liabilities |
d) |
Measurement at amortized cost |
e) |
Modifications of financial assets and financial liabilities |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Fees that are considered in determining the fair value of the new asset and fees that represent reimbursement of eligible transaction costs are included in the initial measurement of the asset; and |
| • | Other fees are included in profit or loss as part of the gain or loss on derecognition. |
ii) |
Financial liabilities |
f) |
Derecognition of financial assets and liabilities |
i) |
Financial assets |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
ii) |
Financial liabilities |
g) |
Impairment of financial assets |
| • | Expected loss at 12 months: expected credit loss that arises from possible default events within 12 months following the presentation date of the financial statements, applicable for financial assets classified as Stage 1; and |
| • | Lifetime Expected Credit Losses of the transaction: this is the expected credit loss that arises from all possible default events over the remaining life of the financial instrument, applicable for financial assets classified as Stage 2 and 3. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | If the restructuring will not result in the derecognition of the existing asset, then the expected cash flows arising from the modified financial asset are included in calculating the cash shortfalls from the existing asset. |
| • | If the restructuring will result in the derecognition of the existing asset, then the expected fair value of the new asset is treated as the final cash flow from the existing financial asset at the time of its derecognition. |
| • | Significant financial difficulty of the issuer or the borrower. |
| • | A breach of contract (e.g., a default or past due event). |
| • | A lender having granted a concession to the borrower – for economic or contractual reasons relating to the borrower’s financial difficulty – that the lender would not otherwise consider. |
| • | It becomes probable that the borrower will enter bankruptcy or other financial reorganization. |
| • | The disappearance of an active market for a security because of financial difficulties. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Quantitative criterion: the Group uses a quantitative analysis based on comparing the current expected probability of default over the life of the transaction with the original adjusted expected probability of default, so that both values are comparable in terms of expected default probability for their residual life. The thresholds used for considering a significant increase in risk take into account special cases according to geographic areas and portfolios. Depending on how old current operations are, at the time implementation of the standard, some simplification is made to compare the probabilities of default between the current and the original moment, based on the best information available at that moment. |
| • | Qualitative criterion: most indicators for detecting significant risk increase are included in the Group’s systems through rating/scoring systems or macroeconomic scenarios, so quantitative analysis covers the majority of circumstances. The Group will use additional qualitative criteria when it considers it necessary to include circumstances that are not reflected in the rating/score systems or macroeconomic scenarios used. |
| • | More than 30 days past due. However this presumption can be rebutted in those cases in which the Group considers, based on reasonable and documented information, that such non-payment does not represent a significant increase in risk. The Group has not considered periods superior to 30 days for any of the significant portfolios. |
| • | Watch list: They are subject to special watch by the Risks units because they show negative signs in their credit quality, even though there may be no objective evidence of impairment. |
| • | Refinance or restructuring that does not show evidence of impairment. |
| • | A considered and unbiased amount, determined by evaluating a range of possible results. |
| • | The time value of money. |
| • | Reasonable and documented information that is available without undue cost or effort and that reflects current conditions and forecasts of future economic conditions. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Type of instrument. |
| • | Rating or scoring tools. |
| • | Type of collateral. |
| • | Period of time at default for stage 3. |
| • | Segment. |
| • | Qualitative criteria which can have a significant increase in risk. |
| • | PD: estimate of the probability of default in a given timeframe. |
| • | EAD: estimate of the exposure in case of default at each future period, taking into account the changes in exposure after the presentation date of the financial statements. |
| • | LGD: estimate of the loss given default, calculated as the difference between the contractual cash flows and receivables, including guarantees. |
| • | Financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets; |
| • | Loan commitments and financial guarantee contracts: generally, as a provision; |
| • | Where a financial instrument includes both a drawn and an undrawn component, and the Group cannot identify the ECL on the loan commitment component separately from those on the drawn component: the Group presents a combined loss allowance for both components. The combined amount is presented as a deduction from the gross carrying amount of the drawn component. Any excess of the loss allowance over the gross amount of the drawn component is presented as a provision; and |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Financial assets measured at FVOCI: no loss allowance is recognised in the statement of financial position because the carrying amount of these assets is their fair value. However, the loss allowance is disclosed and is recognised in the fair value reserve. |
h) |
Write-off |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Buildings: |
| • | Furniture and facilities: |
| • | Equipment: 3-5 years |
| • | Automobiles: |
| • | Contracts that contain a lease |
| • | Leases where the Group is the lessor |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Fixed payments, including payments that are substantially fixed; |
| • | Variable payments, which depend on a rate or index, initially measured applying the rate or index as of the lease commencement date; |
| • | Any amounts expected to be collected as guaranteed residual value; |
| • | The exercise price of call options, if it is reasonably certain that they will be exercised; and |
| • | Any penalties for early termination, if it is reasonably certain that the contract will be terminated early. |
| • | Leases where the Group is the lessee |
| a) | Fixed payments, including payments that are substantially fixed; |
| b) | Variable payments, which depend on a rate or index, initially measured applying the rate or index as of the lease commencement date; |
| c) | Any amounts expected to be paid as guaranteed residual value; |
| d) | The exercise price of call options, if it is reasonably certain that they will be exercised; |
| e) | Any amounts expected to be paid for renewal periods if it is reasonably certain that the renewal options will be exercised; and |
| f) | Any penalties for early termination, if it is reasonably certain that the contract will be early terminated. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | COVID-19 related rent concessions |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| a) | Short-term personnel benefits |
| b) | Other long-term personnel benefits |
| c) | Termination benefits |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Financial assets and liabilities measured at amortized cost; and |
| • | Financial assets measured at fair value through OCI |
| • | at a point in time (in relation to fees for services, fees for investment funds management, sales commissions, syndication fees), or |
| • | over the performance obligation period (in relation to annual fee for credit cards, issuance of financial guarantees). |
| a) | Current taxes |
| b) | Deferred tax |
| • | Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that does not affect accounting nor taxable profit or loss. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Temporary differences related to an investment in subsidiaries to the extent that is probable that it will not reverse in the foreseeable future; and |
| • | Taxable temporary differences arising on the initial recognition of goodwill. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Note 2.2. – “Basis for consolidation” |
| • | Note 2.3.4.b) – “Financial assets and liabilities - Classification of financial assets” |
| • | Note 2.3.4.g) – “Financial assets and liabilities - Impairment of financial assets” |
| • | Note 2.3.8. – “Leases” |
| • | Note 7 – “Measurement of Expected Credit Losses (ECL)” regarding impairment of financial assets: establishing the criteria for determining whether credit risk on a financial asset has increased significantly since initial recognition, determining the methodology for incorporating forward-looking information into the measurement of ECL and selection and approval of models used to measure ECL. |
| • | Note 11 – “Income tax”, regarding availability of future taxable profit against which deferred tax assets may be realized and the effect of the final resolution of uncertain tax positions. |
| • | Note 20 – “Provisions”, regarding the likelihood, timing and amount of outflow of resources. |
| • | Note 36 b.3) – “Valuation techniques for Levels 2 and 3”, regarding measurement of the fair value of financial instruments with observable and unobservable inputs, respectively. |
| • | Level 1: quoted prices in active markets (unadjusted) for identical assets or liabilities. |
| • | Level 2: fair value estimated with observable market inputs. |
| • | Level 3: inputs that are unobservable. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| a) | Amendments to IAS 1: classification of liabilities as current and non-current |
| b) | Amendment to IAS 1 and IFRS Practice Statement 2 - Disclosures of accounting policies |
| c) | Amendment to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors”—Definition of accounting estimates |
| d) | IFRS 17 Insurance Contracts |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| e) | Amendment to IAS 12 “Income Tax” - Deferred tax related to assets and liabilities arising from a single transaction |
| f) | Amendm ent to IFRS 16 – Lease liabilities in a sale with leaseback |
Accounts |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||
Numerator: |
||||||||||||
Profit attributable to owners of the Bank |
||||||||||||
Profit attributable to owners of the Bank adjusted to reflect the effect of dilution |
||||||||||||
Denominator: |
||||||||||||
Weighted average of outstanding ordinary shares for the year |
||||||||||||
Weighted average of outstanding ordinary shares for the year adjusted to reflect the effect of dilution |
||||||||||||
Basic earnings per share (in pesos) (1) |
||||||||||||
Diluted earnings per share (in pesos) (1) |
||||||||||||
| (1) |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
| BCRA - Unrestricted current account |
||||||||
| Cash |
||||||||
| Balances with other local and foreign institutions |
||||||||
| Allowances for ECL |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| BCRA Liquidity Bills (1) |
||||||||
| Government securities |
||||||||
| Private securities - Corporate bonds |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
(1) |
|
December 31, 2022 |
December 31, 2021 |
|||||||
| Foreign Currency Forwards |
||||||||
| Put Options (2) |
||||||||
| Interest Rate Swaps |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| ( 2 ) |
|
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
| Foreign Currency Forwards |
||||||||
| Foreign currency forward purchases - US$ |
||||||||
| Foreign currency forward sales - US$ |
||||||||
| Foreign currency forward sales - Euros |
||||||||
| Interest rate swaps |
||||||||
| Fixed rate for floating rate (1) |
||||||||
| (1) | De : fin itions |
December 31, 2022 |
December 31, 2021 |
|||||||
| Investment Funds |
||||||||
| BYMA - Bolsas y Mercados Argentinos S.A. |
||||||||
| Banco de Valores de Buenos Aires S.A. |
||||||||
| Prisma Medios de Pago S.A. (1) |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| (1) | ther with the other Class B Shareholders, gave notice of the exercise of the put option and therefore initiated the procedure to sell |
December 31, 2022 |
December 31, 2021 |
|||||||
| Loans and advances to financial institutions |
||||||||
| Allowances for ECL |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
| Credit Cards |
||||||||
| Consumer loans |
||||||||
| Overdrafts |
||||||||
| Commercial papers |
||||||||
| Notes |
||||||||
| Real estate mortgage |
||||||||
| Loans for the prefinancing and financing of exports |
||||||||
| Pledge loans |
||||||||
| Receivables from financial leases |
||||||||
| Loans to employees |
||||||||
| Other financing |
||||||||
| Allowances for ECL |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
||||||||||||||||||||
Loan portfolio |
||||||||||||||||||||
Performing |
% |
Non-performing |
% |
Total |
||||||||||||||||
(in thousands of pesos, except percentages) |
||||||||||||||||||||
| Agricultural and livestock |
% | % | ||||||||||||||||||
| Construction |
% | % | ||||||||||||||||||
| Consumer |
% | % | ||||||||||||||||||
| Electricity, oil, water and sanitary services |
% | % | ||||||||||||||||||
| Financial sector |
% | % | ||||||||||||||||||
| Government services |
% | % | ||||||||||||||||||
| Central Bank |
% | % | ||||||||||||||||||
| Mining products |
% | % | ||||||||||||||||||
| Other manufacturing |
% | % | ||||||||||||||||||
| Services |
% | % | ||||||||||||||||||
| Transport |
% | % | ||||||||||||||||||
| Wholesale and retail trade |
% | % | ||||||||||||||||||
| Others |
% | % | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
% |
% |
|||||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2021 |
||||||||||||||||||||
Loan portfolio |
||||||||||||||||||||
Performing |
% |
Non-performing |
% |
Total |
||||||||||||||||
(in thousands of pesos, except percentages) |
||||||||||||||||||||
| Agricultural and livestock |
% | % | ||||||||||||||||||
| Construction |
% | % | ||||||||||||||||||
| Consumer |
% | % | ||||||||||||||||||
| Electricity, oil, water and sanitary services |
% | % | ||||||||||||||||||
| Financial sector |
% | % | ||||||||||||||||||
| Government services |
% | % | ||||||||||||||||||
| Mining products |
% | % | ||||||||||||||||||
| Other manufacturing |
% | % | ||||||||||||||||||
| Services |
% | % | ||||||||||||||||||
| Transport |
% | % | ||||||||||||||||||
| Wholesale and retail trade |
% | % | ||||||||||||||||||
| Others |
% | % | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
% |
% |
|||||||||||||||||||
December 31, 2022 |
December 31, 2021 |
|||||||||||||||
Total investment |
Present value of minimum lease collections |
Total investment |
Present value of minimum lease collections |
|||||||||||||
| Term |
||||||||||||||||
| Up to 1 year |
||||||||||||||||
| From 1 to 5 years |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| TOTAL |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Principal |
||||||||||||||||
| Interest accrued |
||||||||||||||||
| |
|
|
|
|||||||||||||
| TOTAL |
||||||||||||||||
| |
|
|
|
|||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
BCRA repos |
||||||||
Allowances for ECL |
( |
) | ( |
) | ||||
TOTAL |
||||||||
December 31, 2022 |
December 31, 2021 |
|||||||
Government securities |
||||||||
Allowances for ECL |
( |
) | ( |
) | ||||
TOTAL |
||||||||
December 31, 2022 |
December 31, 2021 |
|||||||
Financial assets pledged as collateral |
||||||||
Other receivables |
||||||||
Receivable from financial institution for spot transactions pending settlement |
||||||||
Receivable from non-financial institution for spot transactions pending settlement |
||||||||
Others |
||||||||
Allowances for ECL |
( |
) | ( |
) | ||||
TOTAL |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Step 1: Analysis and transformation of time series data. |
| • | Step 2: For each dependent variable find conditional forecasting models that are economically consistent. |
| • | Step 3: Select the best conditional forecasting model from the set of candidates defined in Step 2, based on their out of sample forecasting performance. |
| • | The net income of families, corporates or public administrations. |
| • | The payment amounts on the principal and interest on the outstanding loans. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Balance as December 31, 2022 |
Loss from changes in contractual cash flows recognized in Net Interest Income |
|||||||||||||||||||
December 31, 2021 |
Variation |
Inflation adjustment |
December 31, 2022 |
|||||||||||||||||
| UVA-indexed mortgage loans |
( |
) | ||||||||||||||||||
| UVA-indexed pledge loans |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| Balance |
( |
) |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||||||
| CREDIT RISK EXPOSURE - FINANCIAL ASSETS (1) |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Credit risk exposure |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure |
|||||||||||||||||||
| Opening balance as of December 31, 2021 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Transfers of financial assets: |
||||||||||||||||||||||||
| Transfers from Stage 1 to Stage 2 |
( |
) | — | — | ||||||||||||||||||||
| Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ||||||||||||||||||
| Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Changes without transfers between Stages |
( |
) | ( |
) | ||||||||||||||||||||
| New financial assets originated |
||||||||||||||||||||||||
| Repayments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Write-offs |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Foreign exchange |
||||||||||||||||||||||||
| Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Closing balance as of December 31, 2022 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Refer to Note 35 for credit risk exposure of financial assets with stage allocation by asset classification. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| CREDIT RISK EXPOSURE - FINANCIAL ASSETS (1) |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Credit risk exposure |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure |
|||||||||||||||||||
| Opening balance as of December 31, 2020 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Transfers of financial assets: |
||||||||||||||||||||||||
| Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | |||||||||||||||||||
| Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ||||||||||||||||||
| Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ||||||||||||||||||||
| Changes without transfers between Stages |
( |
) | ||||||||||||||||||||||
| New financial assets originated |
||||||||||||||||||||||||
| Repayments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Write-offs |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Foreign exchange |
||||||||||||||||||||||||
| Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Closing balance as of December 31, 2021 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | Refer to Note 35 for credit risk exposure of financial assets with stage allocation by asset classification. |
| CREDIT RISK EXPOSURE - LOAN COMMITMENTS AND FINANCIAL GUARANTEES |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Credit risk exposure |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure |
|||||||||||||||||||
| Opening balance as of December 31, 2021 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Transfers of loan commitments and financial guarantees: |
||||||||||||||||||||||||
| Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | ( |
) | |||||||||||||||||
| Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ||||||||||||||||||
| Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Changes without transfers between Stages |
( |
) | ||||||||||||||||||||||
| New loan commitments and financial guarantees originated |
— | |||||||||||||||||||||||
| Expirations and repayments |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
| Write-offs |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| Foreign exchange |
— | — | — | |||||||||||||||||||||
| Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Closing balance as of December 31, 2022 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
CREDIT RISK EXPOSURE - LOAN COMMITMENTS AND FINANCIAL GUARANTEES |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Credit risk exposure |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure (collectively assessed) |
Credit risk exposure (individually assessed) |
Credit risk exposure |
|||||||||||||||||||
Opening balance as of December 31, 2020 |
||||||||||||||||||||||||
Transfers of loan commitments and financial guarantees: |
||||||||||||||||||||||||
Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | ( |
) | |||||||||||||||||
Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ||||||||||||||||||
Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||||
Transfers from Stage 3 to Stage 1 or 2 |
— | ( |
) | — | ||||||||||||||||||||
Changes without transfers between Stages |
( |
) | ( |
) | ||||||||||||||||||||
New loan commitments and financial guarantees originated |
— | |||||||||||||||||||||||
Expirations and repayments |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
Write-offs |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Foreign exchange |
— | — | ||||||||||||||||||||||
Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Closing balance as of December 31, 2021 |
||||||||||||||||||||||||
ALLOWANCES - FINANCIAL ASSETS |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Loss allowances |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances |
|||||||||||||||||||
Opening balance as of December 31, 2021 |
||||||||||||||||||||||||
Transfers of financial assets: |
||||||||||||||||||||||||
Transfers from Stage 1 to Stage 2 |
( |
) | — | — | ||||||||||||||||||||
Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||
Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Changes without transfers between Stages |
( |
) | ( |
) | ||||||||||||||||||||
New financial assets originated |
||||||||||||||||||||||||
Repayments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Write-offs |
( |
) | — | ( |
) | ( |
) | ( |
) | |||||||||||||||
Foreign exchange |
||||||||||||||||||||||||
Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Closing balance as of December 31, 2022 (1) |
||||||||||||||||||||||||
| (1) | Impairment of financial assets detailed in the table above includes allowances on financial assets at FVOCI for |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
ALLOWANCES - FINANCIAL ASSETS |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Loss allowances |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances |
|||||||||||||||||||
Opening balance as of December 31, 2020 |
||||||||||||||||||||||||
Transfers of financial assets: |
||||||||||||||||||||||||
Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | |||||||||||||||||||
Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||
Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Changes without transfers between Stages |
( |
) | ||||||||||||||||||||||
New financial assets originated |
||||||||||||||||||||||||
Repayments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Write-offs |
— | ( |
) | — | ( |
) | ( |
) | ( |
) | ||||||||||||||
Foreign exchange |
||||||||||||||||||||||||
Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Closing balance as of December 31, 2021 (1) |
||||||||||||||||||||||||
| (1) | Impairment of financial assets detailed in the table above includes allowances on financial assets at FVOCI for |
ALLOWANCES - LOAN COMMITMENTS AND FINANCIAL GUARANTEES |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Loss allowances |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances |
|||||||||||||||||||
Opening balance as of December 31, 2021 |
— |
|||||||||||||||||||||||
Transfers of loan commitments and financial guarantees: |
||||||||||||||||||||||||
Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | |||||||||||||||||||
Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||
Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transfers from Stage 3 to Stage 1 or 2 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Changes without transfers between Stages |
( |
) | ||||||||||||||||||||||
New loan commitments and financial guarantees originated |
— | |||||||||||||||||||||||
Repayments |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
Write-offs |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Foreign exchange |
— | — | — | |||||||||||||||||||||
Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Closing balance as of December 31, 2022 |
||||||||||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| ALLOWANCES - LOAN COMMITMENTS AND FINANCIAL GUARANTEES |
Not credit impaired |
Credit impaired |
Total |
|||||||||||||||||||||
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||||||||||||
Loss allowances |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances (collectively assessed) |
Loss allowances (individually assessed) |
Loss allowances |
|||||||||||||||||||
| Opening balance as of December 31, 2020 |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Transfers of loan commitments and financial guarantees: |
||||||||||||||||||||||||
| Transfers from Stage 1 to Stage 2 |
( |
) | — | — | — | |||||||||||||||||||
| Transfers from Stage 2 to Stage 1 |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||
| Transfers from Stage 1 or 2 to Stage 3 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Transfers from Stage 3 to Stage 1 or 2 |
— | ( |
) | — | ( |
) | ||||||||||||||||||
| Changes without transfers between Stages |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| New loan commitments and financial guarantees originated |
— | |||||||||||||||||||||||
| Repayments |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||||
| Write-offs |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
| Foreign exchange |
— | — | ||||||||||||||||||||||
| Inflation adjustment |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Closing balance as of December 31, 2021 |
— |
|||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| • | Refinancing and restructuring is authorized according to the capacity of customers to pay the new installments. This is done by first identifying the origin of the payment difficulties and then carrying out an analysis of the customers’ viability, including an updated analysis of their economic and financial situation and capacity to pay and generate funds. If the customer is a company, the analysis also covers the situation of the industry in which it operates. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | The capacity to refinance and restructure loans is not delegated to the branches, but decided by the risk units. |
| • | Analysis of the viability of the operations based on the customer’s willingness and ability to pay, which may be reduced, but should nevertheless be present. The customer must therefore repay at least the interest on the operation in all cases. No arrangements may be concluded that involve a grace period for both principal and interest. |
| • | Refinancing and restructuring of operations is only allowed on those loans in which the Group originally entered into. |
| • | Customers subject to refinancing and restructuring operations are excluded from marketing campaigns of any kind. |
| • | The moment of extending the restructuring measures. |
| • | The moment when the exposure has been classified as defaulted. |
| • | The end of the grace period included in the restructuring agreements. |
December 31, 2022 |
December 31, 2021 |
|||||||
| BCRA Liquidity Bills |
||||||||
| Government securities |
||||||||
| Financial assets pledged as collateral |
||||||||
| Private securities - Corporate bonds |
||||||||
| BCRA Internal Bills |
— | |||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
Banco Latinoamericano de Exportaciones S.A. |
||||||||
Others |
||||||||
TOTAL |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Account |
Changes recognized in |
As of December 31, 2022 |
||||||||||||||||||
As of December 31, 2021 |
Consolidated statement of profit or loss |
Other comprehensive income |
Deferred tax asset |
Deferred tax liabilities |
||||||||||||||||
| Allowance for loan losses |
( |
) | — | — | ||||||||||||||||
| Provisions |
— | — | ||||||||||||||||||
| Loan Commissions |
— | — | ||||||||||||||||||
| Expenses capitalized for tax purpose |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
| Property and equipment |
( |
) | — | — | ( |
) | ||||||||||||||
| Investments in debt securities and equity instruments |
( |
) | ( |
) | ( |
) | — | ( |
) | |||||||||||
| Derivatives |
( |
) | — | — | — | |||||||||||||||
| Inflation adjustment (see Note 11.4) |
( |
) | — | — | ||||||||||||||||
| Tax loss |
— | — | ||||||||||||||||||
| Others |
( |
) | — | — | ( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance |
( |
) |
( |
) |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Offsetting |
( |
) |
||||||||||||||||||
| |
|
|
|
|||||||||||||||||
| Net |
( |
) | ||||||||||||||||||
| |
|
|
|
|||||||||||||||||
| Account |
Changes recognized in |
As of December 31, 2021 |
||||||||||||||||||
As of December 31, 2020 |
Consolidated statement of profit or loss (1) |
Other comprehensive income |
Deferred tax asset |
Deferred tax liabilities |
||||||||||||||||
| Allowance for loan losses |
( |
) | — | — | ||||||||||||||||
| Provisions |
— | — | ||||||||||||||||||
| Loan Commissions |
— | — | ||||||||||||||||||
| Expenses capitalized for tax purpose |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
| Property and equipment |
( |
) | ( |
) | — | — | ( |
) | ||||||||||||
| Investments in debt securities and equity instruments |
( |
) | ( |
) | — | ( |
) | |||||||||||||
| Derivatives |
( |
) | — | — | ||||||||||||||||
| Inflation adjustment (see Note 11.4) |
( |
) | — | — | ||||||||||||||||
| Tax loss |
— | — | — | |||||||||||||||||
| Others |
( |
) | — | — | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Balance |
( |
) |
( |
) |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Offsetting |
( |
) |
||||||||||||||||||
| |
|
|
|
|||||||||||||||||
| Net |
( |
) | ||||||||||||||||||
| |
|
|
|
|||||||||||||||||
| (1) | It includes a decrease of deferred tax asset of 4 – “Income tax – inflation adjustment for fiscal year 2020” and |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
| Current Tax |
( |
) | ( |
) | ( |
) | ||||||
| Deferred Tax |
( |
) | ||||||||||
| Over/under income tax from prior year (see Note 11.4) (1) |
— | |||||||||||
| |
|
|
|
|
|
|||||||
| Income tax recognized in the consolidated statement of profit or loss |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
| Profit before income tax |
||||||||||||
| Income tax rate |
% | % | % | |||||||||
| |
|
|
|
|
|
|||||||
| Income tax using the Bank’s income tax rate |
||||||||||||
| |
|
|
|
|
|
|||||||
| Tax -exempt income |
( |
) | ( |
) | ( |
) | ||||||
| Non-deductible expenses |
||||||||||||
| Change in tax rate (see Note 11.3) |
— | ( |
) | |||||||||
| Other |
( |
) | ||||||||||
| Net monetary inflation adjustment |
||||||||||||
| |
|
|
|
|
|
|||||||
| Subtotal |
||||||||||||
| Inflation adjustment for tax purposes (see Note 11.4) |
( |
) | ( |
) | ( |
) | ||||||
| Over/under income tax from prior year (see Note 11.4) (1) |
( |
) | ( |
) | ( |
) | ||||||
| |
|
|
|
|
|
|||||||
| Income tax expense |
( |
) |
||||||||||
| |
|
|
|
|
|
|||||||
| Effective tax rate |
( |
)% | % | % | ||||||||
| (1) | It includes an income tax charge of |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| i. | Such adjustment will be applicable in the tax year in which the percentage variation of the general consumer price index at national level (CPI) exceeds thirty-six months prior to the end of the reporting fiscal year; |
| ii. | Regarding the first, second and third fiscal years as from January 1, 2018, the procedure will be applicable in the event that the variation of such index, calculated from the beginning and until the closing of each of those fiscal years, exceeds |
| iii. | The effect of the positive or negative inflation adjustment for tax purposes, as the case may be, corresponding to the first, second and third fiscal years started on or after January 1, 2018, is charged one third in that tax period and the remaining two thirds, in equal parts, in the two immediately following tax periods; |
| iv. | The effect of the positive or negative inflation adjustment corresponding to the first and second tax years starting on or after January 1, 2019, is charged one-sixth in the tax year in which the adjustment is determined and the remaining five-sixths in the immediately following tax periods; and |
| v. | For tax years beginning on or after January 1, 2021, |
| • | Inflation adjustment for tax purposes. Fiscal years 2016, 2017 and 2018 |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Inflation adjustment for tax purposes. Fiscal year 2019 |
| • | Inflation adjustment for tax purposes. Fiscal year 2020 |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Inflation adjustment for tax purposes. Fiscal year 2021 |
| • | Requests for refund. Fiscal years 2013, 2014 and 2015 |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
BBVA Consolidar Seguros S.A. |
||||||||
Interbanking S.A. |
||||||||
Rombo Cía. Financiera S.A. |
||||||||
Play Digital S.A. (1) |
||||||||
Openpay Argentina S.A. |
||||||||
TOTAL |
||||||||
| (1) | To establish the value of this investment, accounting information from Play Digital S.A. has been used. as of September 30, 2022. Additionally, significant transactions carried out or events that occurred between October 1, 2022 and December 31, 2022 have been considered. See Note 45 - Subsequent events. |
| Rombo Compañía Financiera S.A. |
||||||||
| December 31, 2022 |
December 31, 2021 |
|||||||
Total assets |
||||||||
Total liabilities |
||||||||
Equity |
||||||||
Losses |
( |
) | ( |
) | ||||
Ownership interest |
% | % | ||||||
December 31, 2022 |
December 31, 2021 |
|||||||
Real estate |
||||||||
Furniture and facilities |
||||||||
Right of use – Real Estate |
||||||||
Works in progress |
||||||||
Machinery and equipment |
||||||||
Automobiles |
||||||||
TOTAL |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Depreciation |
||||||||||||||||||||||||||||||||||||||||||||
Cost as of December 31, 2021 |
Transfer to investment properties |
Additions |
Disposals (1) |
Impairment loss |
Accumulated as of December 31, 2021 |
Transfer to investment properties |
Disposals (1) |
For the period |
Accumulated as of December 31, 2022 |
Carrying amount as of December 31, 2022 |
||||||||||||||||||||||||||||||||||
Real estate |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Furniture and facilities |
— | — | — | |||||||||||||||||||||||||||||||||||||||||
Rights of use – Real estate |
— | — | — | |||||||||||||||||||||||||||||||||||||||||
Machinery and equipment |
— | — | — | |||||||||||||||||||||||||||||||||||||||||
Works in progress |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Automobiles |
— | — | — | |||||||||||||||||||||||||||||||||||||||||
Total |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||||
Depreciation |
||||||||||||||||||||||||||||||||||||
Cost as of December 31, 2020 |
Additions |
Disposals (1) |
Impairment loss |
Accumulated as of December 31, 2020 |
Disposals (1) |
For the period |
Accumulated as of December 31, 2021 |
Carrying amount as of December 31, 2021 |
||||||||||||||||||||||||||||
Real estate |
||||||||||||||||||||||||||||||||||||
Furniture and facilities |
— | |||||||||||||||||||||||||||||||||||
Rights of use – Real estate |
— | |||||||||||||||||||||||||||||||||||
Machinery and equipment |
— | |||||||||||||||||||||||||||||||||||
Works in progress |
— | — | — | — | — | |||||||||||||||||||||||||||||||
Automobiles |
— | |||||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||||||
| (1) | Includes write-off of fully depreciated items and finalized constructions. |
Impairment Loss |
||||||||
Properties |
December 31, 2022 |
December 31, 2021 |
||||||
Real Estate - Lavallol |
( |
) | ( |
) | ||||
Real Estate - Monte Grande |
( |
) | ( |
) | ||||
Real Estate - Caleta Olivia, Santa Cruz |
( |
) | — | |||||
Real Estate - Cerro Las Rosas |
( |
) | — | |||||
Real Estate - Libertador |
( |
) | — | |||||
Real Estate - Local 1 Puerto Madero |
( |
) | — | |||||
Real Estate - Local 5 Puerto Madero |
( |
) | — | |||||
Real Estate - Mar del Plata |
( |
) | — | |||||
Real Estate - Bahía Blanca |
( |
) | — | |||||
Total |
( |
) |
( |
) | ||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
13.2. |
Investment properties |
Depreciation |
||||||||||||||||||||||||||||||||||||||||
Cost as of December 31, 2021 |
Transfer from Property and equipment |
Additions |
Disposals |
Accumulated as of December 31, 2021 |
Transfer from Property and equipment |
Disposals |
For the period |
Accumulated as of December 31, 2022 |
Carrying amount as of December 31, 2022 |
|||||||||||||||||||||||||||||||
Real estate |
— | — | ||||||||||||||||||||||||||||||||||||||
Total |
— |
— |
||||||||||||||||||||||||||||||||||||||
Depreciation |
||||||||||||||||||||||||||||||||
Cost as of December 31, 2020 |
Additions |
Disposals |
Accumulated as of December 31, 2020 |
Disposals |
For the period |
Accumulated as of December 31, 2021 |
Carrying amount as of December 31, 2021 |
|||||||||||||||||||||||||
Real estate |
— | — | — | |||||||||||||||||||||||||||||
Total |
— |
— |
— |
|||||||||||||||||||||||||||||
Amortization |
||||||||||||||||||||||||||||||||
Cost as of December 31, 2021 |
Additions |
Disposals |
Accumulated as of December 31, 2021 |
Disposals |
For the period |
Accumulated as of December 31, 2022 |
Carrying amount as of December 31, 2022 |
|||||||||||||||||||||||||
Software licenses |
||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||
Amortization |
||||||||||||||||||||||||||||||||
Cost as of December 31, 2020 |
Additions |
Disposals |
Accumulated as of December 31, 2020 |
Disposals |
For the period |
Accumulated as of December 31, 2021 |
Carrying amount as of December 31, 2021 |
|||||||||||||||||||||||||
Software licenses |
||||||||||||||||||||||||||||||||
Total |
||||||||||||||||||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
| Prepayments |
||||||||
| Tax advances |
||||||||
| Advances to personnel |
||||||||
| Advances to suppliers of goods |
||||||||
| Other miscellaneous assets |
||||||||
| Foreclosed assets |
||||||||
| Others |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Property and equipment held for sale |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Real estate held for sale - Fisherton |
( |
) | ( |
) | ||||
| Real estate held for sale - Mendoza |
( |
) | ||||||
| |
|
|
|
|||||
| Total |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Foreign Currency Forwards |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
| Local financial institutions |
||||||||
| Foreign financial institutions |
||||||||
| BCRA |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Savings Accounts |
||||||||
| Time deposits |
||||||||
| Checking accounts |
||||||||
| Investment accounts |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Obligations for financing of purchases (1) |
||||||||
| Collections and other transactions on behalf of third parties |
||||||||
| Creditors for spot transactions pending settlement |
||||||||
| Lease liabilities (See Notes 2.3.8 and 39) |
||||||||
| Accrued commissions payable |
||||||||
| Other |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
(1) |
Includes payables to merchants acquirers as a result of purchases made by the holders of the Bank’s credit cards. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Carrying amount as of |
||||||||||||||||||||||
| Detail |
Issuance date |
Nominal Value |
Maturity date |
Annual Nominal Rate (1) |
December 31, 2022 |
December 31, 2021 |
||||||||||||||||
| Class 8 Volkswagen Financial Services |
|
|||||||||||||||||||||
| Total Principal |
||||||||||||||||||||||
| Principal adjustments accrued |
||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||
| Total principal and principal adjustments accrued |
||||||||||||||||||||||
| |
|
|
|
|||||||||||||||||||
| • | Financial guarantees and loan commitments: reflects the ECL arising from financial guarantees issued, unused balances of checking account overdrafts, credit cards and other loan commitments. |
| • | Provisions for reorganization: consistent with the goal of further aligning the organizational structure with the corporate strategy, achieving efficiency gains and streamlining the decision-making process across all work teams. |
| • | Other provisions: reflects the estimated amounts to pay class actions, labour, tax and commercial claims as well as other miscellaneous complaints. |
December 31, 2022 |
December 31, 2021 |
|||||||
| Other provisions |
||||||||
| Provisions commercial claims |
||||||||
| Provisions labor-related |
||||||||
| Provisions tax claims |
||||||||
| Others |
||||||||
| Provisions for reorganization |
||||||||
| Financial guarantees and loan commitments |
||||||||
| |
|
|
|
|||||
| TOTAL |
||||||||
| |
|
|
|
|||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Accounts |
Balances as of December 31, 2021 |
Increases |
Provision reversals |
Provisions used |
Inflation adjustment |
Balances as of December 31, 2022 |
||||||||||||||||||
| - Other provisions |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Provisions commercial claims |
— | ( |
) | ( |
) | |||||||||||||||||||
| Provisions labor-related |
— | ( |
) | ( |
) | |||||||||||||||||||
| Provisions tax claims |
— | ( |
) | ( |
) | |||||||||||||||||||
| Others |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| - Provisions for reorganization |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| - Financial guarantees and loan commitments |
— | ( |
) | |||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL PROVISIONS |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Accounts |
Balances as of December 31, 2020 |
Increases |
Provision reversals |
Provisions used |
Inflation adjustment |
Balances as of December 31, 2021 |
||||||||||||||||||
| - Other provisions |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Provisions commercial claims |
— | ( |
) | ( |
) | |||||||||||||||||||
| Provisions labor-related |
— | ( |
) | ( |
) | |||||||||||||||||||
| Provisions tax claims |
— | ( |
) | ( |
) | |||||||||||||||||||
| Others |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| - Provisions for reorganization |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| - Financial guarantees and loan commitments |
( |
) | — | ( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL PROVISIONS |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2022 |
||||||||
| Provisions |
Within 12 months | After 12 months | ||||||
| Other provisions |
||||||||
| Provisions commercial claims |
||||||||
| Provisions labor-related |
||||||||
| Provisions tax claims |
— | |||||||
| Others |
||||||||
| Financial guarantees and loan commitments |
— | |||||||
December 31, 2021 |
||||||||
| Provisions |
Within 12 months | After 12 months | ||||||
| Other provisions |
||||||||
| Provisions commercial claims |
||||||||
| Provisions labor-related |
||||||||
| Provisions tax claims |
||||||||
| Others |
||||||||
| Provisions for reorganization |
— | |||||||
| Financial guarantees and loan commitments |
— | |||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
Miscellaneous creditors |
||||||||
Advance collections |
||||||||
Other collections and withholdings |
||||||||
Short term personnel benefits |
||||||||
Cash dividends payable (see Note 41) |
||||||||
Other taxes payable |
||||||||
Long term personnel benefits |
||||||||
Termination benefits payable |
||||||||
Contract liabilities |
||||||||
Social security payable |
||||||||
Other |
||||||||
TOTAL |
||||||||
| • | Share capital |
| Quantity of shares at December 31, 2022 | Share capital December 31, 2022 | |||||||||||||||||||
Class |
Quantity | Nominal value per share |
Votes per share |
Shares outstanding |
Paid-in |
|||||||||||||||
| Ordinary | ||||||||||||||||||||
| • | Share premium |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Inflation adjustment to share capital |
| • | Other comprehensive income - Fair value reserve |
| • | Other comprehensive income - Share of OCI from associates and joint ventures |
| • | This item corresponds to the Bank’s participation in the OCI of its associates and joint ventures. |
| • | Legal reserve |
| • | Other reserves |
2022 |
2021 |
|||||||
Debt securities issued and lease liabilities |
||||||||
Opening balance |
||||||||
New borrowings |
||||||||
Debt payments |
( |
) | ( |
) | ||||
Payment of lease liabilities |
( |
) | ( |
) | ||||
Interests and adjustments accrued |
||||||||
Interests paid |
( |
) | ||||||
Inflation effect on debt securities issued and lease liabilities |
( |
) | ( |
) | ||||
Closing balance |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
2022 |
2021 |
2020 |
||||||||||
| Interest from government securities |
||||||||||||
| Stabilization Coefficient (CER) clause adjustment (1) |
||||||||||||
| Interest from credit card loans |
||||||||||||
| Interest from other loans |
||||||||||||
| Interest from commercial papers |
||||||||||||
| Interest from consumer loans |
||||||||||||
| Premium for reverse repurchase agreements |
||||||||||||
| UVA clause adjustment (2) |
||||||||||||
| Interest from overdrafts |
||||||||||||
| Interest from car loans |
||||||||||||
| Interest from mortgage loans |
||||||||||||
| Interest on loans to the financial institutions |
||||||||||||
| Interest from financial leases |
||||||||||||
| Interest from loans for the prefinancing and financing of exports |
||||||||||||
| Interest from private securities |
||||||||||||
| Other interest income |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
(1) |
|
(2) |
rd ing to the Reference Stabilization Coefficient (CER), based on the consumer price index. |
2022 |
2021 |
2020 |
||||||||||
| Interest from time deposits |
||||||||||||
| Interest from current and savings accounts deposits |
||||||||||||
| UVA clause adjustment (1) |
||||||||||||
| Interest from bank loans |
||||||||||||
| Interest from other liabilities |
||||||||||||
| Interest on the lease liability |
||||||||||||
| Premium for reverse repurchase agreements |
||||||||||||
| Other interest expense |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
(1) |
UVA: It is a unit of measure that is updated daily according to the Reference Stabilization Coefficient (CER), based on the consumer price index. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
2022 |
2021 |
2020 |
||||||||||
| Linked to credit cards |
||||||||||||
| Linked to deposits |
||||||||||||
| From foreign currency transactions |
||||||||||||
| Insurance agent fee |
||||||||||||
| Linked to securities |
||||||||||||
| From guarantees granted |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| For credit and debit cards |
||||||||||||
| For promotions |
||||||||||||
| For foreign trade transactions |
||||||||||||
| Linked to transactions with securities |
||||||||||||
| Other commission expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| Income from debt and equity instruments |
||||||||||||
| Gain from foreign currency forward transactions |
||||||||||||
| Gain from the sale of financial assets |
||||||||||||
| Interest rate swaps |
||||||||||||
| (Loss)/Gains from put options |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| (Loss) Income from sale of government securities |
( |
) | ( |
) | ||||||||
| (Loss) Income from sale of private securities |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
( |
) |
( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
2022 |
2021 |
2020 |
||||||||||
| Income from trading in foreign currency |
||||||||||||
| Conversion of foreign currency assets and liabilities into pesos |
( |
) | ( |
) | ||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| Adjustments and interest on miscellaneous receivables |
||||||||||||
| Rental of safe deposit boxes |
||||||||||||
| Fees expenses recovered |
||||||||||||
| Gain from the sale of non-current assets held for sale |
— | |||||||||||
| Proceeds from electronic transactions |
||||||||||||
| Income related to foreign trade |
||||||||||||
| Result for initial recognition of Argentine Government Securities |
— | |||||||||||
| Other operating income |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| Turnover tax |
||||||||||||
| Provisions for legal and administrative proceedings |
||||||||||||
| Loss on initial recognition of loans bearing below market interest rate |
||||||||||||
| Provisions for reorganization |
||||||||||||
| Expected credit losses on financial guarantee and loan commitments |
||||||||||||
| Contributions to the Deposits Guarantee Fund (Note 43) |
||||||||||||
| Damage claims |
||||||||||||
| Loss from sale or impairment of investment properties and other non-financial assets (Note 16) |
— | |||||||||||
| Other operating expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
2022 |
2021 |
2020 |
||||||||||
| Salaries |
||||||||||||
| Other short term personnel benefits |
||||||||||||
| Social security charges |
||||||||||||
| Personnel compensations and rewards |
||||||||||||
| Personnel services |
||||||||||||
| Termination benefits |
||||||||||||
| Fees to Bank Directors and Supervisory Committee |
||||||||||||
| Other long term benefits |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| Taxes |
||||||||||||
| Rent |
||||||||||||
| Armored transportation services |
||||||||||||
| Maintenance costs |
||||||||||||
| Administrative services hired |
||||||||||||
| Advertising |
||||||||||||
| Electricity and communications |
||||||||||||
| Other fees |
||||||||||||
| Security services |
||||||||||||
| Insurance |
||||||||||||
| Travel expenses |
||||||||||||
| Stationery and supplies |
||||||||||||
| Other administrative expenses |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
2022 |
2021 |
2020 |
||||||||||
| Depreciation of property and equipment |
||||||||||||
| Amortization of rights to use leased real estate |
||||||||||||
| Loss from sale or impairment of property and equipment |
— | |||||||||||
| Amortization of intangible assets |
||||||||||||
| Depreciation of investment properties |
||||||||||||
| Depreciation of other assets |
||||||||||||
| |
|
|
|
|
|
|||||||
| TOTAL |
||||||||||||
| |
|
|
|
|
|
|||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Prudence: Materialized in relation to the management of the various risks acknowledged by the Group. |
| • | Anticipation: Refers to the adaptation capacity of risk management. |
| • | Risks Management Unit. |
| • | Committees. |
| • | Reporting Units. |
| • | Cross-Control Areas. |
| • | Active management throughout the life of the risk. |
| • | Clear processes and procedures. |
| • | Integrated management of all risks through identification and quantification. |
| • | Generation, implementation and dissemination of advanced decision-making support tools. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Expected growth per portfolio and product. |
| • | Evolution of default ratio. |
| • | Evolution of write-off portfolios. |
| • | Analysis of the financial risk of the transaction, based on the debtor’s capacity for repayment or funds generation. |
| • | The constitution of guarantees that are adequate, or at any rate generally accepted, for the risk assumed, in any of the generally accepted forms: monetary, secured, personal or hedge guarantees. |
| • | Assessment of the repayment risk (asset liquidity) of the guarantees received. |
| • | Monitoring of the limit granted: Since customer profiles vary over time, the limits of products contracted are periodically reviewed for the purpose of broadening, reducing or suspending the limit assigned, based on the risk situation. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Maintenance of pre-approved limits: Customers’ characteristics, vary over time. Therefore, there is periodical maintenance of the pre-approved limits, taking into consideration changes in a customer’s situation (position of asset and liability and relationship). Likewise, there is a periodic follow-up of the evolution of the pre-approved limit amount for the purpose of controlling and ensuring the risk assigned in accordance with the desired risk levels. |
| • | Monitoring of rating tools: Rating tools are a reflection of the internal inputs and show the characteristics and biases of such inputs. Therefore, they need a long period to reduce or eliminate those biases through the inclusion of new information, correction of existing information and periodic reviews optimizing the results of back-tests. |
| • | Portfolio analysis: The portfolio analysis consists of a monitoring process and study of the complete cycle of portfolio risk for the purpose of analyzing the status of the portfolio, identifying potential paths towards improvements in management and forecasting future behavior. |
| • | Monitoring of specific customers. |
| • | Monitoring of products. |
| • | Monitoring of units (branches, areas). |
| • | Other monitoring actions (samples, control of admission process and risk management, campaigns). |
| • | Progress of Risks. |
| • | Payment Schedules. |
| • | Ratings. |
| • | Dashboard. |
| • | Early Alerts System. |
| • | Quarterly tools follow-up sheet. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Credit risk exposure |
December 31, 2022 |
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||
| Cash and cash equivalents |
— |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Financial assets at amortized cost |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Debt securities |
— |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Wholesale |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| - Business |
||||||||||||||||
| - Corporate and Investment Banking |
||||||||||||||||
| - Institutional and international |
||||||||||||||||
| - MSMEs |
||||||||||||||||
| - Others |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Retail |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| - Advances |
||||||||||||||||
| - Credit cards |
||||||||||||||||
| - Personal loans |
||||||||||||||||
| - Pledge loans |
||||||||||||||||
| - Mortgages |
||||||||||||||||
| - Receivables from financial leases |
||||||||||||||||
| - Others |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Reverse repurchase agreements |
— |
— |
||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| - BCRA repos |
— | — | ||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Financial assets at fair value through other comprehensive income |
— |
|||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Debt securities |
— |
|||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total financial assets risk |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Loan commitments and financial guarantees |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Wholesale |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| - Business |
||||||||||||||||
| - Corporate and Investment Banking |
— | |||||||||||||||
| - Institutional and international |
— | |||||||||||||||
| - MSMEs |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Retail |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| - Advances |
||||||||||||||||
| - Credit cards |
||||||||||||||||
| - Mortgages |
||||||||||||||||
| - Others |
— | |||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total loan commitments and financial guarantees |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Total credit risk exposure |
||||||||||||||||
| |
|
|
|
|
|
|
|
|||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Credit risk exposure |
December 31, 2021 |
Stage 1 |
Stage 2 |
Stage 3 |
||||||||||||
Cash and cash equivalents |
||||||||||||||||
Financial assets at amortized cost |
||||||||||||||||
Debt securities |
||||||||||||||||
Wholesale |
||||||||||||||||
- Business |
||||||||||||||||
- Corporate and Investment Banking |
||||||||||||||||
- Institutional and international |
||||||||||||||||
- MSMEs |
||||||||||||||||
- Others |
||||||||||||||||
Retail |
||||||||||||||||
- Advances |
||||||||||||||||
- Credit cards |
||||||||||||||||
- Personal loans |
||||||||||||||||
- Pledge loans |
||||||||||||||||
- Mortgages |
||||||||||||||||
- Receivables from financial leases |
||||||||||||||||
- Others |
||||||||||||||||
Reverse repurchase agreements |
||||||||||||||||
- BCRA repos |
||||||||||||||||
Financial assets at fair value through other comprehensive income |
||||||||||||||||
Debt securities |
||||||||||||||||
Total financial assets risk |
||||||||||||||||
Loan commitments and financial guarantees |
||||||||||||||||
Wholesale |
||||||||||||||||
- Business |
||||||||||||||||
- Corporate and Investment Banking |
||||||||||||||||
- Institutional and international |
||||||||||||||||
- MSMEs |
||||||||||||||||
Retail |
||||||||||||||||
- Advances |
||||||||||||||||
- Credit cards |
||||||||||||||||
- Mortgages |
||||||||||||||||
- Others |
||||||||||||||||
Total loan commitments and financial guarantees |
||||||||||||||||
Total credit risk exposure |
||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Credit quality analysis |
December 31, 2022 |
December 31, 2021 |
||||||
Cash and cash equivalents |
||||||||
- Low risk |
||||||||
Total cash and cash equivalents |
||||||||
Wholesale |
||||||||
- Low risk |
||||||||
- Medium risk |
||||||||
- High risk |
||||||||
- Non performing |
||||||||
Total wholesale |
||||||||
Retail |
||||||||
- Low risk |
||||||||
- Medium risk |
||||||||
- High risk |
||||||||
- Non performing |
||||||||
Total retail |
||||||||
Reverse repurchase agreement |
||||||||
- BCRA repos (CCC+) |
||||||||
Total reverse repurchase agreement |
||||||||
Debt securities |
||||||||
- BCRA Liquidity Bills (CCC+) |
||||||||
- Government securities (CCC-) |
||||||||
- Corporate bonds (B) |
||||||||
- Corporate bonds (CCC+) |
||||||||
Total debt securities |
||||||||
Total credit risk exposure |
||||||||
| • | Guarantees: It includes sureties or unsecured instruments. |
| • | Joint and several guarantee: upon default on payment, the creditor may collect the unpaid amount from either the debtor or the surety. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Joint guarantee: in this case the guarantors and debt-holders are liable in proportion to their interest in the company / transaction and restricted to such amount or percentage. |
| • | Security interest: it includes guarantees based on tangible assets, which are classified as follows: |
| • | Mortgages: a mortgage does not change the debtor’s unlimited liability, who is fully liable. They are documented pursuant to the Group’s internal regulations for such purposes and are duly registered. Also, there is an independent appraisal, at market value, which enables a prompt sale. |
| • | Pledges: this includes chattel mortgages of motor vehicles or machinery, as well as liens on time deposits and investment funds. To be accepted, they shall be effective upon realization accordingly, be properly documented and approved by the Legal Services area. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Assets and liabilities Committee (ALCO). |
| • | Risk Management Committee (RMC). |
| • | Financial Risks Committee (FRC). |
| • | Interest rate risk: From exposure to changes in the various interest rate curves. |
| • | Foreign exchange risk: From changes in the various foreign exchange rates. All positions in a currency other than the currency of the consolidated statements of financial position create foreign exchange risk. |
| • | Argentine Government Securities. |
| • | BCRA Liquidity Bills |
| • | Corporate Bonds. |
| • | Foreign exchange spot. |
| • | Derivatives (Exchange rate Futures and Forwards and Interest rate swaps). |
Year ended December 31, 2022 |
Year ended December 31, 2021 |
|||||||
Average |
||||||||
Minimum |
||||||||
Maximum |
||||||||
Closing |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| VaR interest rate | Year ended December 31, 2022 |
Year ended December 31, 2021 |
||||||
| Average |
||||||||
| Minimum |
||||||||
| Maximum |
||||||||
| Closing |
||||||||
| VaR foreign exchange rate | Year ended December 31, 2022 |
Year ended December 31, 2021 |
||||||
| Average |
||||||||
| Minimum |
- |
|||||||
| Maximum |
||||||||
| Closing |
||||||||
Total as of December 31, 2022 |
As of December 31, 2022 (per currency) |
Total as of December 31, 2021 |
||||||||||||||||||||||
US Dollar |
Euro |
Real |
Other |
|||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Cash and cash equivalents |
||||||||||||||||||||||||
| Financial assets at fair value through profit or loss - Debt securities |
||||||||||||||||||||||||
| Other financial assets |
||||||||||||||||||||||||
| Loans and advances |
||||||||||||||||||||||||
| Financial assets at fair value through other comprehensive income - Debt securities |
||||||||||||||||||||||||
| Financial assets at fair value through other comprehensive income - Equity instruments |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL ASSETS |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| LIABILITIES |
||||||||||||||||||||||||
| Deposits |
||||||||||||||||||||||||
| Other financial liabilities |
||||||||||||||||||||||||
| Bank loans |
||||||||||||||||||||||||
| Other liabilities |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL LIABILITIES |
||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| NET LIABILITIES |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Margin at Risk (MaR): quantifies the maximum loss which may be recorded in the financial margin projected for 12 months under the worst case scenario of rate curves for a certain level of confidence. |
| • | Economic Capital (EC): quantifies the maximum loss which may be recorded in the economic value of the Group under the worst case scenario of rate curves for a certain level of confidence. |
December 31, 2022 |
December 31, 2021 |
|||||||
| Closing |
% | % | ||||||
| Minimum |
% | % | ||||||
| Maximum |
% | % | ||||||
| Average |
% | % | ||||||
December 31, 2022 |
December 31, 2021 |
|||||||
| Closing |
% | % | ||||||
| Minimum |
% | % | ||||||
| Maximum |
% | % | ||||||
| Average |
% | % | ||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
LtSCD Closing |
% | % | ||||||
Max |
% | % | ||||||
Min |
% | % | ||||||
Avg |
% | % | ||||||
December, 2022 |
December, 2021 |
|||||||
LCR Closing |
% | % | ||||||
Max |
% | % | ||||||
Min |
% | % | ||||||
Avg |
% | % | ||||||
| December 31, 2022 | December 31, 2021 | |||||||||||||||
Number of customers |
Debt balance | % over total portfolio |
Debt balance | % over total portfolio |
||||||||||||
10 largest customers |
% | % | ||||||||||||||
50 following largest customers |
% | % | ||||||||||||||
100 following largest customers |
% | % | ||||||||||||||
Rest of customers |
% | % | ||||||||||||||
TOTAL |
% |
% | ||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Assets (*) |
Liabilities (*) |
|||||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
|||||||||||||
Up to 1 month (**) |
||||||||||||||||
From more than 1 month to 3 month |
||||||||||||||||
From more than 3 month to 6 month |
||||||||||||||||
From more than 6 month to 12 month |
||||||||||||||||
| From more than 12 month to 24 month | ||||||||||||||||
| More than 24 months | ||||||||||||||||
TOTAL |
||||||||||||||||
(*) |
These figures includes expected interest amounts. For floating rate instruments such interest amounts were calculated using interest rate prevailing at the end of each period. |
(**) |
The Bank has liquid assets such as cash and cash equivalents (Note 4), reverse repurchase agreements (Note 6.3) and BCRA liquidity bills (Note 10.1), among others, to settle its liabilities. |
Financial guarantees and loan commitments |
December 31, 2022 |
December 31, 2021 |
||||||
Up to 1 month |
||||||||
From more than 1 month to 3 month |
||||||||
From more than 3 month to 6 month |
||||||||
From more than 6 month to 12 month |
||||||||
From more than 12 month to 24 month |
||||||||
| More than 24 months | ||||||||
TOTAL |
||||||||
December 31, 2022 |
December 31, 2021 |
|||||||
Financial assets |
||||||||
Loans and advances |
||||||||
Debt securities |
||||||||
Other financial assets |
||||||||
Total |
||||||||
Financial liabilities |
||||||||
Other financial liabilities |
||||||||
Bank loans |
||||||||
Debt securities issued |
||||||||
Deposits |
||||||||
Total |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| a) | Assets and liabilities measured at fair value |
Book value |
Total fair value |
Level 1 Fair value |
Level 2 Fair value |
Level 3 Fair value |
||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||||||
| - Debt securities |
— | |||||||||||||||||||
| - Derivatives |
||||||||||||||||||||
| - Equity instruments |
— | |||||||||||||||||||
| Financial assets at fair value through other comprehensive income |
||||||||||||||||||||
| - Debt securities |
||||||||||||||||||||
| - Equity instruments |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| Financial liabilities at fair value through profit or loss |
||||||||||||||||||||
| - Derivatives |
— | — | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
— | — | ||||||||||||||||||
Book value |
Total fair value |
Level 1 Fair value |
Level 2 Fair value |
Level 3 Fair value |
||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||||||
| - Debt securities |
— | |||||||||||||||||||
| - Derivatives |
||||||||||||||||||||
| - Equity instruments |
— | |||||||||||||||||||
| Financial assets at fair value through other comprehensive income |
||||||||||||||||||||
| - Debt securities |
||||||||||||||||||||
| - Equity instruments |
||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
||||||||||||||||||||
| Financial liabilities at fair value through profit or loss |
||||||||||||||||||||
| - Derivatives |
— | — | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|||||||||||
| Total |
— |
— |
||||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Level 1: Financial instruments valued with quoted prices in an active market. Active market means a market that allows the observation of representative prices with sufficient frequency and daily volume. |
| • | Level 2: Financial instruments that do not have an active market, but that may be valued through observable market inputs. Observable market inputs should be understood as such assets with market quoted prices that allow to calculate an interest rate curve or determine a credit spread. |
| • | Level 3: Valuation using models where variables not obtained from observable market inputs are used. |
December 31, 2022 |
December 31, 2021 |
|||||||
| Treasury Bonds adjusted by 03-18-2022 |
||||||||
| Treasury Bonds adjusted by 03-25-2024 |
||||||||
| Treasury Bonds adjusted by 03-25-2023 |
||||||||
| Treasury Bonds adjusted by 09-20-2022 |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | ON Arcor (ON ARCOR17) |
| • | ON Refi Pampa (ON REF2B) |
| • | Latest market price |
| • | Projected UVA |
Latest market price scenarios |
Changes in final price |
|||||||
REF2B |
ARCOR17 |
|||||||
+ |
% | % | ||||||
+ |
% | % | ||||||
+ |
% | % | ||||||
UVA |
Changes in final price |
|||||||
Scenarios |
ON ARCOR17 |
ON REF2B |
||||||
+ |
% | % | ||||||
+ |
% | % | ||||||
+ |
% | % | ||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Asset |
Underlying |
|||
PJ3N6U001 |
||||
PL3N7V001 |
||||
PF3N2H001 |
||||
X3JN6G001 |
||||
XY3N5J001 |
||||
Scenarios |
Changes in final price |
|||||||||||||||||||
Changes % Price Sub |
PJ3N6U001 |
PL3N7V001 |
PF3N2H001 |
X3JN6G001 |
XY3N5J001 |
|||||||||||||||
-6.000% |
% | % | % | % | % | |||||||||||||||
-4.000% |
% | % | % | % | % | |||||||||||||||
-2.000% |
% | % | % | % | % | |||||||||||||||
0.000% |
% | % | % | % | % | |||||||||||||||
2.000% |
% | % | % | % | % | |||||||||||||||
6.000% |
% | % | % | % | % | |||||||||||||||
December 31, 2022 |
December 31, 2021 |
|||||||
Balance at the beginning of the fiscal year |
||||||||
Investments in equity instruments – Prisma Medios de Pago S.A. (*) |
( |
) | ||||||
Derivatives - Put options - Prisma Medios de Pago S.A. (*) |
( |
) | ||||||
Other financial assets - Receivable from Prisma Medios de Pago S.A. |
( |
) | ||||||
Gain from the sale of financial assets - Prima Medios de Pago S.A. |
||||||||
Private securities - Corporate bonds |
( |
) | ||||||
Dividends received |
( |
) | ||||||
Net monetary inflation adjustment |
( |
) | ( |
) | ||||
Balance at year-end |
||||||||
(*) |
Presented in Gains on financial assets and liabilities at fair value through profit or loss, net. |
| c) | Fair value of Assets and Liabilities not measured at fair value |
| • | Assets and liabilities with fair value similar to their accounting balance |
| • | Fixed rate financial instruments |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Variable rate financial instruments |
Book value |
Total fair value |
Level 2 Fair value |
Level 3 Fair value |
|||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
(a | ) | ||||||||||||||
Other financial assets |
(a | ) | ||||||||||||||
Debt securities |
||||||||||||||||
Loans and advances |
||||||||||||||||
Reverse repurchase agreements |
(a | ) | ||||||||||||||
Financial liabilities |
||||||||||||||||
Deposits |
||||||||||||||||
Other financial liabilities |
(a | ) | ||||||||||||||
Bank loans |
||||||||||||||||
| Debt securities issued | ||||||||||||||||
Book value |
Total fair value |
Level 2 Fair value |
Level 3 Fair value |
|||||||||||||
Financial assets |
||||||||||||||||
Cash and cash equivalents |
(a | ) | ||||||||||||||
Other financial assets |
(a | ) | ||||||||||||||
Debt securities |
||||||||||||||||
Loans and advances |
||||||||||||||||
Reverse repurchase agreements |
(a | ) | ||||||||||||||
Financial liabilities |
||||||||||||||||
Deposits |
||||||||||||||||
Other financial liabilities |
(a | ) | ||||||||||||||
Bank loans |
||||||||||||||||
Debt securities issued |
||||||||||||||||
| a) | The Group does not report the fair value as the accounting values are a reasonable approximation of the fair values. |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
December 31, 2022 |
December 31, 2021 |
|||||||
Financial assets at amortized cost - Loans and advances |
||||||||
Corporate banking |
||||||||
Small and medium companies |
||||||||
Retail |
||||||||
Other assets |
||||||||
TOTAL ASSETS |
||||||||
Financial liabilities at amortized cost – Deposits |
||||||||
Corporate banking |
||||||||
Small and medium companies |
||||||||
Retail |
||||||||
Other liabilities |
||||||||
TOTAL LIABILITIES |
||||||||
| a) | Parent |
| b) | Key Management personnel |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| b.1) | Remuneration of key management personnel |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||
Fees |
||||||||||||
Total |
||||||||||||
| b.2) | Balances and results arising from transactions with key management personnel |
Balances as of |
Results |
|||||||||||||||||||
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
||||||||||||||||
Loans |
||||||||||||||||||||
Credit cards |
||||||||||||||||||||
Overdrafts |
||||||||||||||||||||
Mortgage loans |
||||||||||||||||||||
Deposits |
||||||||||||||||||||
| b.3) | Balances and results arising from transactions with related parties (except key management personnel) |
Balances as of |
Results |
|||||||||||||||||||
Parent |
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Cash and other demand deposits |
||||||||||||||||||||
Financial assets pledged as collateral |
||||||||||||||||||||
Other financial assets |
||||||||||||||||||||
Other liabilities |
||||||||||||||||||||
Derivatives (Liabilities) |
||||||||||||||||||||
Off-balance sheet transaction |
||||||||||||||||||||
Securities in custody (b) |
||||||||||||||||||||
Derivative instruments (Notional amount) |
||||||||||||||||||||
Guarantees granted (c) |
||||||||||||||||||||
Guarantees received |
||||||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
Balances as of |
Results |
|||||||||||||||||||
Subsidiaries / Associates / Joint Ventures |
December 31, 2022 |
December 31, 2021 |
December 31, 2022 |
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Cash and other demand deposits |
||||||||||||||||||||
Loans and advances |
||||||||||||||||||||
Debt securities at fair value through profit or loss |
||||||||||||||||||||
Derivatives (Assets) |
||||||||||||||||||||
Other financial assets |
||||||||||||||||||||
Deposits |
||||||||||||||||||||
Other liabilities |
||||||||||||||||||||
Financing received |
||||||||||||||||||||
Derivatives (Liabilities) |
||||||||||||||||||||
Debt securities issued |
||||||||||||||||||||
Fee and commission income |
||||||||||||||||||||
Other operating income (a) |
||||||||||||||||||||
Off-balance sheet transaction |
||||||||||||||||||||
Interest rate swaps (notional amount) |
||||||||||||||||||||
Securities in custody (b) |
||||||||||||||||||||
Guarantees received |
||||||||||||||||||||
Guarantees granted (c) |
||||||||||||||||||||
(a) |
(b) |
Argentina SA held by BBVA and BBV América. |
(c) |
Leases in U.S. dollars |
Leases in local currency |
Total December 31, 2022 |
Total December 31, 2021 |
|||||||||||||
Up to 1 year |
||||||||||||||||
From 1 to 5 years |
||||||||||||||||
More than 5 years |
||||||||||||||||
TOTAL |
||||||||||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
As of December 31, |
||||||||
2022 |
2021 |
|||||||
(in thousands of pesos) |
||||||||
Government securities |
||||||||
In pesos: |
||||||||
Argentine Government bonds |
||||||||
Argentine Treasury bills |
||||||||
Liquidity Bills issued by the BCRA |
||||||||
Total government securities in pesos |
||||||||
In foreign currency: |
||||||||
Argentine Government bonds |
||||||||
Liquidity Bills issued by the BCRA |
||||||||
Total government securities in foreign currency |
||||||||
Total government securities |
||||||||
Corporate securities |
||||||||
Listed |
||||||||
Equity securities |
||||||||
Total corporate securities—listed |
||||||||
Unlisted |
||||||||
Debt securities |
||||||||
Total corporate securities—unlisted |
||||||||
Investment funds |
||||||||
Total investment funds |
||||||||
Issuer |
Book value |
Market value |
||||||
(in thousands of pesos) |
||||||||
BCRA |
||||||||
| Argentine Government | ||||||||
| a) | In accordance with the regulations of the BCRA |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| b) | The mechanism to be followed by financial institutions to assess distributable balances is defined by the BCRA by means of the regulations in force on “Distribution of earnings” provided that certain situations are not verified, namely: to receive financial assistance from such entity due to illiquidity, shortfalls as regards minimum capital requirements or minimum cash requirements, to fall under the scope of the provisions of Sections 34 and 35 bis of the Financial Institutions Law (sections referred to regularization and correction plans and restructuring of the Entity), among other conditions detailed in the referred communication to be complied with. Furthermore, distribution of earnings as approved by the Entity’s Shareholders’ Meeting shall not be effective unless approved by the Superintendency of Financial and Foreign Exchange Institutions of the B.C.R.A. |
| c) | Pursuant to the provisions of General Resolution 622 of the CNV, the Shareholders’ Meeting that considers the annual financial statements shall resolve upon the specific use of accumulated earnings of the Entity. |
| • | To allocate |
| • | To allocate |
| • | To allocate |
| • | To absorb the amount of |
| • | To approve the partial reversal of the other reserve for future distribution of earnings in order to allocate the amount of |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | To allocate |
| • | To allocate |
| • | Also, in relation to the dividends approved by the Shareholders’ Meetings of May 15, 2020, November 20, 2020, April 20, 2021 and November 3, 2021, authorization was applied for to the BCRA for the distribution of |
| a) | The Entity used as security for loans agreed under the Global Credit Program for MSMEs granted by the Inter-American Development Bank (IDB): |
December 31, 2022 |
December 31, 2021 |
|||||||
| Argentine Treasury Bonds adjusted by CER in pesos maturing in 2023 |
||||||||
| Argentine Treasury Bonds adjusted by CER in pesos maturing in 2024 |
||||||||
| |
|
|
|
|||||
| |
|
|
|
|||||
| b) | Also, the Entity has accounts, deposits, repo transactions and trusts applied as guarantee for activities related to credit card transactions, with automated clearing houses, transactions settled at maturity, foreign currency futures, court proceedings and leases in the amount of |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| a) | Minimum cash |
Accounts |
December 31, 2022 |
December 31, 2021 |
||||||
Balances at the BCRA |
||||||||
BCRA – current account – not restricted |
||||||||
BCRA – special guarantee accounts – restricted |
||||||||
Argentine Treasury Bonds in pesos due 05-23-2027 |
||||||||
Argentine Treasury Bonds in pesos at BADLAR privated rate due 11-23-2027 |
||||||||
Argentine Treasury Bonds in pesos at fixed rate due May 2022 |
||||||||
Others |
||||||||
Liquidity Bills – BCRA |
||||||||
TOTAL |
||||||||
| b) | Minimum capital |
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |
| • | Minimum basic capital, and |
| • | The sum of minimum capital required for credit risk, market risk and operational risk. |
Minimum capital requirements |
December 31, 2022 |
December 31, 2021 |
||||||
Credit risk |
||||||||
Operational risk |
||||||||
Market risk |
||||||||
Total capital |
||||||||
Excess capital |
||||||||
| Banco BBVA Argentina S.A. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands of Argentine pesos) (cont.) |