UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
SECURITIES EXCHANGE ACT OF 1934
OR
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
EXCHANGE ACT OF 1934
OR
EXCHANGE ACT OF 1934
Date of event requiring this shell company report ______________
For the transition period from ________ to _______
Commission file number 1-14014
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(Exact name of registrant as specified in its
charter)
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(Jurisdiction of incorporation or organization)
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Of our subsidiary
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(Address of principal executive offices)
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Chief Financial Officer
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Credicorp Ltd.
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Phone (+
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(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
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Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Securities registered or to be registered pursuant to Section
12(g) of the Act. None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
Common Shares, par value $5.00 per share 94,382,317
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| ☒ | No | ☐ |
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
| Yes | ☐ | ☒ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer,
or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer
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Non-accelerated filer
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Emerging Growth Company
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If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this
filing:
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U.S. GAAP ☐
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Other ☐
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
| Item 17 | ☐ | Item 18 |
☐ |
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
| Yes | No | ☒ |
EXPLANATORY NOTE
We are filing this Amendment No. 1 (“Form 20-F/A”) to our Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2024, originally filed
with the Securities and Exchange Commission (the “SEC”) on April 25, 2025 (the “Form 20-F”), to re-file Item 7. This amendment corrects the percentages we had calculated of Credicorp’s common shares owned by certain non-affiliated companies as
presented in the table of holders of 5% or more of our total common shares in Item 7.A, as well as the description of that table. No other changes have been made to the data presented in this Item 7.
Except as expressly set forth in this Form 20-F/A, we are not amending any other part of the Form 20-F. This Form 20-F/A does not reflect events
occurring after the filing of the Form 20-F or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 20-F/A should be read in conjunction with the Form 20-F.
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7.A
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Major Shareholders
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As of December 31, 2024, Credicorp had issued 94,382,317 common shares, of which 14,620,846 were held by ASHC. Under Bermuda law, ASHC has voting
rights on the common shares it holds. Until 2003, ASHC held 10,158,204 common shares. In April 2004, common shares held by BCP and Grupo Pacífico were transferred to ASHC, totaling 14,620,846 common shares. The table below provides details about the
percentages of Credicorp’s common shares owned by holders of 5% or more of our total common shares based on available information.
There have been no significant changes in the percentages of ownership held by any major shareholders in the past three years.
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Owner
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Common Shares
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Percent of Class (1)
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Atlantic Security Holding Corporation
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14,620,846
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15.49
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%
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Romero family (2)
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11,596,742
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12.29
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%
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Dodge & Cox
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5,337,180
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5.65
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%
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As a percentage of all issued and outstanding shares (including shares held by ASHC).
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This total includes common shares directly or indirectly owned by Luis Romero Belismelis and his family or companies owned or controlled by them. Mr. Romero B. is the Chairman of the Board.
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Voting rights of major shareholders are not different from voting rights of other shareholders. Each share has the right to one vote, including the
shares owned by Atlantic Security Holding Corporation.
Approximately 9.82% of Credicorp’s total issued and outstanding common shares are currently held in 3,504 individual accounts with Cavali, a
Peruvian security clearing company.
As of December 31, 2024, Credicorp had 79,435,680 floating common shares (excluding the 14,620,846 shares held by ASHC and 325,791 shares held by
Credicorp’s subsidiaries that correspond to Credicorp’s long-term compensation program for its key employees). For more details regarding our treasury stock see Note 16 (b) to our consolidated financial statements. Approximately 89.64% of the
94,382,317 Credicorp’s issued common shares were held in the United States. There were approximately fifty registered holders of Credicorp’s common shares in the United States. Because many of these common shares were held by brokers or other
nominees, and because of the impracticability of obtaining accurate residence information for all beneficial shareholders, the number of registered holders in the United States is not a representative figure of the beneficial holders or of the
residence of beneficial holders. Credicorp is neither directly nor indirectly controlled by another corporation or by any foreign government.
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7.B
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Related Party Transactions
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Under Bermuda law, Credicorp is not subject to any restrictions on transactions with affiliates, other than such restrictions as are applicable to
Bermuda companies generally. Credicorp’s Bye-laws provide that a Director may not vote with respect to any contract or proposed contract or arrangement in which that Director has an interest or a conflict of interest. Credicorp has not engaged in any
transactions with related parties except through our subsidiaries.
Credicorp’s consolidated financial statements as of December 31, 2022, 2023 and 2024 include transactions with related parties, including (i)
related companies such as associates or others, (ii) its Board of Directors, (iii) its senior management, (iv) close members of the families of its Directors or members of its senior management and (v) enterprises that are controlled by these
individuals or entities through majority shareholding or their role as chairman or principal executive officer in those companies.
Transactions between the Credicorp companies and those related to Credicorp that exceed US$1 million must have the approval either of the Board of
Directors involved or of the body to which this Board has delegated the responsibility. The Finance Areas of each company are responsible of identifying these operations and escalating them to the Board of Directors.
Transactions between Credicorp companies and between Credicorp companies and their employees (without being limited to banking, financial,
securities brokerage, investment, other financial services, payments of tariffs and regulatory contributions) that are made in the normal course of its operations, at market prices and values, or in substantially the same terms, including yields,
interest rates and collateral, as compared to those prevailing at the same time with third parties, and that do not imply a higher collectability risk and do not present any additional unfavorable terms for Credicorp company, are expressly exempted
from this requirement. These transactions are considered pre-approved by Credicorp’s Board of Directors and may be reported to the Sustainability Committee in order to ensure good practices and detect potential conflicts of interest. For the daily
approval of these transactions, the current policies and regulations of each Credicorp company will be followed.
The following table shows Credicorp subsidiaries’ main transactions with related companies as of and for the years ended December 31, 2022, 2023
and 2024.
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Year ended December 31, (2)
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2022
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2023
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2024
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Statement of financial position
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(in thousands of soles)
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Direct loans
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1,804,837
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2,063,739
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2,472,179
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Investments (1)
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800,021
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806,700
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611,271
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Deposits
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(1,138,115
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(713,503
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(1,839,980
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Derivatives at fair value
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336,867
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516,292
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280,624
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Statement of income -
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Interest income related to loans – income
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38,896
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31,892
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55,485
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Interest expense related to deposits – expense
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(24,143
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(30,914
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(37,308
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Non-interest income
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13,232
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9,452
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22,735
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Contingent risks and commitments
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Indirect loans
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433,639
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584,463
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746,992
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(1) In 2024, the balance includes mainly S/155.7 million of corporate bonds of Alicorp S.A.A., S/93.9 million of corporate bonds issued by Cementos
Pacasmayo S.A., and S/104.2 million of shares of Inversiones Centenario. In 2023, the balance mainly S/166.8 million of corporate bonds of Alicorp S.A.A., S/146.5 million of Alicorp S.A.A. shares, S/135.9 million shares of Inversiones Centenario and
S/120.5 million corporate bonds issued by Corporación Primax. In 2022, the balance includes mainly S/158.1 million of corporate bonds, S/157.0 million of Alicorp S.A.A. shares; S/155.3 million of corporate bonds issued by Cementos Pacasmayo S.A. and
S/126.8 million of Inversiones Centenario shares.
(2) Excludes transactions with subsidiaries.
Credicorp subsidiaries entered into these transactions with related parties in the ordinary course of business and in accordance with normal market
terms, including interest rate and collateral, which were available to other customers for comparable transactions at that time, and they did not involve more than the normal risk of collectability or present other unfavorable features. Outstanding
loan balances at year-end were guaranteed by the related party. The Peruvian financial system law prohibits us from giving more favorable conditions to related parties. On December 31, 2024, direct loans have guarantees and collateral provided by the
related party, mature between January 2025 and December 2030, and accrue an average annual interest in soles of 10.78 percent and an average annual interest rate in foreign currency of 9.56 percent (as of December 31, 2023, they mature between
January 2024 and August 2030, and accrued an average annual interest in soles of 13.31 percent and an average annual interest rate in foreign currency of 10.69 percent). Also, as of December 31, 2024, the Group maintains S/58.1 million of allowances
for loan losses to related parties (as of December 31, 2023 it maintains S/15.2 million). The amount of this provision is adjusted on a continuous basis and based on the financial position of each related party and the market in which it operates.
As of December 31, 2024, the related company that had the largest debt balance of direct loans with Credicorp was in the cement sector with a total
balance of S/540.8 million. This balance included short-term financing. Interest rates of the operations ranged from 5.82% to 26.68% in soles. As of December 31, 2023, the related company that had the largest debt balance of direct loans with
Credicorp was in the cement sector with a total balance of S/428.9 million. This balance included short-term financing. Interest rates of the operations ranged from 5.82% to 9.44% in soles. As of December 31, 2022, the related company that had the
largest debt balance of direct loans with Credicorp was in the cement sector with a total balance of S/300.5 million. This balance included short-term financing. Interest rates of the operations ranged from 5.82% to 8.93% in soles.
As of December 31, 2022, 2023 and 2024, Credicorp’s Directors, officers and employees had been involved, directly and indirectly, in credit
transactions with certain subsidiaries of the Group, as permitted by Peruvian Banking and Insurance Law No. 26702, which regulates and limits certain transactions with employees, Directors and officers of a bank and insurance company. On December 31,
2022, 2023 and 2024, direct loans to employees, Directors, senior management, and their family members amounted to S/1.2 billion, S/1.4 billion and S/1.4 billion, respectively. These loans have been granted in the ordinary course of business and on
market terms as allowed by regulations promulgated under Section 402 of the Sarbanes-Oxley Act. Therefore, no privileged conditions have been granted on any type of loans to Directors and executive officers. These loans are paid monthly and earn
interest at rates that are similar to market rates for comparable loans.
In 2024, Credicorp and subsidiaries made payments totaling approximately US$32 million to the following related suppliers: Hermes Transportes
Blindados SA, Grupo Romero and subsidiaries, Grupo Centenario and subsidiaries, Pluz Energía Peru SAA and Edenred Peru SA. This information is being disclosed in accordance with our Corporate Policy on Related Parties, which came into effect in
December 2019.
Subsidiaries Transactions
The following table shows Credicorp’s main transactions with subsidiaries companies as of and for the years ended December 31, 2022, 2023 and 2024
which does not consider related party transactions.
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As of December 31,
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2022
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2023
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2024
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Statement of financial position
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(in thousands of soles)
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Direct loans / receivables (1)
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3,067,625
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1,132,893
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932,949
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Investments
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163,200
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199,503
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883,659
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Funds / Deposits (2)
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(1,359,011
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(1,824,745
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(2,455,731
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Derivatives at fair value receivable / payable (*)
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17,190
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8,841
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3,628
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Statement of income -
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Interest income related to loans – income (**)
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118,627
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126,457
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88,592
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Interest expense related to deposits – expense (**)
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(12,972
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(42,032
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(60,313
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Non-interest income (**)
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79,743
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119,813
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112,198
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Off-balance sheet
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Indirect loans
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440,577
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450,799
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1,209,529
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(1) The loans granted by these companies are recognized as receivable by the group companies that received the placement. These transactions are
eliminated from the Statement of Financial Position.
(2) Funds available from various group companies are received by these subsidiaries as deposits. These operations are eliminated in the Statement of
Financial Position.
(*) Accounts receivable for derivatives held by group companies will be accounts payable for the subsidiaries with which the derivative is agreed and
vice versa. These transactions are eliminated from the Statement of Financial Position.
(**) Income recognized by group companies will be an expense for the subsidiaries with which the transaction was agreed. These transactions are
eliminated from the statement of income.
The main direct loans and receivables between subsidiaries of the group are:
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Grant the Loan
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Receive the Loan
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At December 2024
(in thousands of
Soles)
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Sol-denominated:
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BCP Stand-alone
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Mi Banco - Banco de Microempresa
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685,333
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BCP Stand-alone
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Cía. Incubadora de Soluciones Móviles S.A.C. (Culqui)
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54,869
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BCP Stand-alone
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Solución Empresa Administradora Hipotecaria S.A.
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26,200
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BCP Stand-alone
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Atlantic Security Holding Corporation
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2,500
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BCP Stand-alone
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Pacífico Asiste S.A.C.
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179
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BCP Stand-alone
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Credicorp Capital Servicios Financieros S.A.
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101
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Others
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98,267
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Total Sol-denominated
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867,449
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Foreign currency-denominated:
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BCP Stand-alone
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Credicorp Capital SAB
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19,981
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BCP Stand-alone
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Solución Empresa Administradora Hipotecaria S.A.
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13,725
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ASB Bank Corp
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Credicorp Capital Chile S.A.
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13,029
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BCP Stand-alone
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Credicorp Capital SAFI
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9,949
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BCP Stand-alone
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Atlantic Security Holding Corp
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7,528
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BCP Stand-alone
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Credicorp Capital Ltd.
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941
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Others
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347
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Total foreign currency-denominated
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65,500
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Total
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932,949
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Main loans granted between group companies in soles amount to S/769.4 million with an average rate of 6.9% and with maturity between January 2025
and December 2025; in dollars amount to S/65.2 million with an average rate of 6.2% and with maturity between June 2025 and July 2025.
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7.C
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Interests of Experts and Counsel
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Not applicable.
| ITEM 19. |
EXHIBITS
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| • |
Index to Exhibits
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Certification by the Chief Executive Officer Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
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Certification by the Chief Financial Officer Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
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101.INS
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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)
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101.SCH
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Inline XBRL Taxonomy Extension Schema
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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