POPULAR INC
For the period ended Mar 31, 2024. Filed May 10, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 10, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 2. results of operations
All statements
contained herein
not clearly
historical in
nature are
forward-looking, and
the words
“anticipate,” “believe,”
“continues,” “expect,”
“estimate,” “intend,”
“project” and
similar expressions
and future
or conditional
verbs such
as “will,”
“would,”
“should,” “could,” “might,” “can,” “may” or similar
expressions are generally intended to identify
forward-looking statements.
Various factors, some of which
are beyond Popular’s control, could cause actual results to differ materially from those expressed in,
or implied by, such forward-looking statements. Factors that might cause such a
difference include, but are not limited to:
the
rate
of
growth
or
decline
in
the
economy
and
employment
levels,
as
well
as
general
and
conditions
in
the
geographic
areas
we
serve
and,
in
particular,
in
the
Commonwealth
of
Puerto
Rico
(the
“Commonwealth” or “Puerto Rico”), where a significant
portion of our business is concentrated;
adverse
economic conditions,
including high
levels
of
inflation, that
adversely affect
housing
prices, the
job
market,
consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
assets, charge-offs and provision expense;
changes in interest rates and market liquidity,
which may reduce interest margins, impact funding sources, reduce loan
originations, affect
our ability
to originate
and distribute
financial products
in the
primary and
secondary markets
and
impact the value of our investment portfolio and
our ability to return capital to our shareholders;
the
impact
of
bank
failures
or
adverse
developments
at
other
banks
and
related
media
coverage
of
the
banking industry in general on investor and depositor
sentiment regarding the stability and liquidity of
banks;
the impact of the current fiscal and economic challenges of Puerto Rico and
the measures taken and to be taken by the
Puerto
Rico
and
the
Federally-appointed
oversight
board
on
the
economy,
our
and
our
business;
the impact of the pending debt
restructuring proceedings under Title III of the
Puerto Rico Oversight, Management and
Economic
Stability
Act
(“PROMESA”)
and
of
other
actions
taken
or
to
be
taken
to
address
Puerto
fiscal
challenges on the value of our portfolio of Puerto Rico government securities and
loans to governmental entities and of
our
commercial,
and
loan
where
private
could
be
directly
by
governmental action;
the
deposits held
at
the Corporation,
whose future
balances are
uncertain and
difficult
to
predict
and
may
be
by
factors
such
as
the
amount
of
Federal
funds
by
the
P.R.
and
the
rate
of
expenditure
of
such
funds,
as
well
as
the
condition,
and
cash
management practices of the Puerto Rico Government
and its instrumentalities;
unforeseen
or
catastrophic
events,
extreme
weather
events,
hurricanes,
other
natural
disasters,
man-made disasters, acts of violence or war or pandemics,
epidemics and other health-related crises,
or the fear of any
such event
occurring, any of
which could cause
adverse consequences for
our business, including,
but not
limited to,
disruptions in our operations;
our ability to
achieve the expected
benefits from our
transformation initiative, including
our ability to
achieve projected
earnings, efficiencies and our targeted sustainable return on
tangible common equity of 14% by the end of 2025;
risks related to Popular’s acquisition of certain information technology and related assets formerly used by Evertec, Inc.
to
service certain
of Banco
Popular de
Puerto Rico’s
key channels,
as well
as the
entry into
amended and
restated
commercial agreements (the “Evertec Business Acquisition
Transaction”);
the fiscal and monetary policies of the federal government
and its agencies;
federal
bank regulatory
and supervisory
policies, including
required levels
of
capital, liquidity,
resolution-
related requirements and the impact of other proposed
capital standards on our capital ratios;
additional Federal Deposit Insurance Corporation (“FDIC”) assessments,
such as the special assessment
implemented
by the FDIC to recover the losses to the deposit insurance fund (“DIF”)
resulting from the receiverships of Silicon Valley
Bank and Signature Bank;
regulatory approvals
that may
be necessary
to undertake
certain actions
or consummate
strategic transactions,
such
as acquisitions and dispositions;
the
relative strength
or
weakness
of
the
consumer and
commercial credit
sectors
and
of
the
real
estate markets
in
Puerto Rico and the other markets in which
our borrowers are located;
a deterioration in the credit quality of our
clients, customers and counterparties;
the performance of the stock and bond markets;
competition in the financial services industry;
possible legislative, tax or regulatory changes;
a failure
in or
breach of
our operational
or security
systems or
infrastructure or
those of
Evertec, Inc.,
our provider
of
core financial
transaction processing and
information technology services,
or of
third parties
providing services
to us,
as
a
result
of
cyberattacks,
e-fraud,
denial-of-services
and
computer
intrusion,
resulting
in,
among
other
things, loss or breach of customer data, disruption
of services, reputational damage or additional
costs to Popular;
changes in market rates and prices which may
adversely impact the value of financial assets
and liabilities;
potential judgments,
claims, damages,
penalties, fines,
enforcement actions
and
reputational damage
resulting from
pending or future litigation and regulatory or government
investigations or actions;
changes in accounting standards, rules and interpretations;
our ability to grow our core businesses;
decisions to downsize, sell or close branches or business
units or otherwise change our business mix;
and
management’s ability to identify and manage these and
other risks.
Moreover,
the
outcome
of
legal
and
proceedings,
as
discussed
in
“Part
II,
Item
Legal
Proceedings,”
is
inherently
uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to
the Corporation’s Annual
Report on Form
10-K for the
year ended December 31,
2023 (the “2023
Form 10-K”), as
well as “Part
II,
Item 1A” of this report for a discussion of
such factors and certain risks and uncertainties to which
the Corporation is subject.
All forward-looking
statements included
in this
Form 10-Q
are based
upon information
available to
Popular as
of the
date of
this
Form 10-Q, and other than as
required by law, including the
requirements of applicable securities laws, we assume no
obligation to
update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date
of such statements.
OF FINANCIAL CONDITION
[UNAUDITED]
(In thousands, except share information)
Assets:
$
320,486
$
420,462
Money market investments:
Time deposits with other banks
Total money market investments
Trading account debt securities, at fair value:
Other trading account debt securities
27,308
31,568
Debt securities available-for-sale, at fair
value:
Pledged securities with creditors’ right to repledge
41,261
72,827
Other debt securities available-for-sale
17,976,663
16,656,217
18,017,924
Less – Allowance for credit losses
Debt securities available-for-sale, net
Debt securities held-to-maturity, at amortized cost:
Pledged securities with creditors’ right to repledge
27,372
27,083
Other debt securities held-to-maturity
8,055,788
8,167,252
Debt securities held-to-maturity (fair
value 2024 - $
; 2023 - $
)
8,083,160
8,194,335
Less – Allowance for credit losses
5,731
5,780
Debt securities held-to-maturity, net
Equity securities (realizable value 2024 -
$
196,324
; 2023 - $
194,641
)
195,747
193,726
Loans held-for-sale, at fair value
5,352
4,301
35,486,161
35,420,879
Less – Unearned income
367,423
355,908
739,544
729,341
Total loans held-in-portfolio, net
34,379,194
34,335,630
Premises and equipment, net
588,708
565,284
Other real estate
80,542
80,416
Accrued income receivable
266,908
263,433
Mortgage servicing rights, at fair value
114,964
118,109
2,120,902
2,014,564
Goodwill
804,428
804,428
Other intangible assets
8,969
9,764
$
$
Liabilities and Stockholders’ Equity
Liabilities:
Non-interest bearing
$
15,492,050
$
15,419,624
Interest bearing
48,316,734
48,198,619
66,090
91,384
966,303
986,948
918,448
914,627
Total liabilities
65,759,625
65,611,202
Commitments and contingencies (Refer
to Note 20)
Stockholders’ equity:
Preferred stock,
30,000,000
shares authorized;
885,726
shares issued and outstanding (2023 -
885,726
)
22,143
22,143
Common stock, $
0.01
par value;
170,000,000
shares authorized;
104,790,485
shares issued (2023 -
104,767,348
) and
shares outstanding (2023 -
72,153,621
)
1,048
1,048
Surplus
4,847,466
4,843,399
Retained earnings
4,253,030
4,194,851
Treasury stock - at cost,
32,505,610
shares (2023 -
32,613,727
)
(2,013,187)
(2,018,957)
Accumulated other comprehensive loss, net
of tax
(1,895,531)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
OF OPERATIONS
Interest income:
Loans
$
638,730
$
541,210
88,516
65,724
166,895
132,088
Total interest income
894,141
739,022
Interest expense:
329,496
193,215
Short-term borrowings
1,192
2,885
Long-term debt
12,709
11,266
Total interest expense
343,397
207,366
550,744
531,656
72,598
47,637
Net interest income after provision for credit losses
478,146
484,019
Non-interest income:
37,442
34,678
Other service fees
94,272
90,076
Mortgage banking activities (Refer to Note 9)
4,360
7,400
Net gain, including impairment on equity securities
1,103
1,100
Net gain on trading account debt securities
Adjustments to indemnity reserves on loans sold
(237)
Other operating income
26,517
27,717
Total non-interest income
163,818
161,961
Operating expenses:
Personnel costs
215,377
198,760
Net occupancy expenses
28,041
26,039
Equipment expenses
9,567
8,412
Other taxes
14,375
16,291
Professional fees
28,918
33,431
Technology and software expenses
79,462
68,559
Processing and transactional services
34,194
33,909
Communications
4,557
4,088
Business promotion
20,989
18,871
Deposit insurance
23,887
8,865
Other real estate owned (OREO) income
(5,321)
(1,694)
28,272
24,361
Total operating expenses
483,113
440,687
Income before income tax
158,851
205,293
55,568
46,314
Net Income
$
103,283
$
158,979
Net Income Applicable to Common Stock
$
102,930
$
158,626
Net Income per Common Share - Basic
$
1.43
$
2.22
Net Income per Common Share - Diluted
$
1.43
$
2.22
OF COMPREHENSIVE (LOSS) INCOME
$
103,283
$
158,979
Other comprehensive (loss) income before tax:
Foreign currency translation adjustment
(4,020)
(5,245)
Amortization of net losses of pension and
3,618
4,813
Unrealized holding (losses) gains on debt securities arising
during the period
(73,030)
213,318
Amortization of unrealized losses of debt securities
transfer from available-for-sale to held-to-
44,009
42,040
Unrealized net gains (losses) on cash flow hedges
(30)
Reclassification adjustment for net gains included
in net income
(41)
Other comprehensive (loss) income before tax
(29,423)
254,855
(8,232)
(31,752)
Total other comprehensive (loss) income, net of tax
223,103
Comprehensive income, net of tax
$
65,628
$
382,082
Tax effect allocated to each component of other comprehensive income
(loss):
Amortization of net losses of pension and
(1,356)
(1,805)
Unrealized holding (losses) gains on debt securities arising
during the period
1,926
(21,566)
Amortization of unrealized losses of debt securities
transfer from available-for-sale to held-to-
(8,802)
(8,407)
Unrealized net gains (losses) on cash flow hedges
Reclassification adjustment for net gains included
in net income
$
(8,232)
$
(31,752)
OF CHANGES IN STOCKHOLDERS’ EQUITY
other
Common
Preferred
Retained
comprehensive
stock
stock
Surplus
stock
(loss) Income
Total
Balance at December 31, 2022
$
1,047
$
22,143
$
4,790,993
$
3,834,348
$
(2,030,178)
$
(2,524,928)
$
4,093,425
Cumulative effect of accounting change
28,752
28,752
158,979
158,979
1,567
1,567
Dividends declared:
Common stock
[1]
(39,586)
(39,586)
(353)
(353)
Common stock purchases
(2,970)
(2,970)
Stock based compensation
7,749
7,808
Other comprehensive income, net of tax
223,103
223,103
Balance at March 31, 2023
$
1,047
$
22,143
$
4,792,619
$
3,982,140
$
(2,025,399)
$
(2,301,825)
$
4,470,725
Balance at December 31, 2023
$
1,048
$
22,143
$
4,843,399
$
4,194,851
$
(2,018,957)
$
(1,895,531)
$
103,283
103,283
1,799
1,799
Dividends declared:
Common stock
[1]
(44,751)
(44,751)
(353)
(353)
Common stock purchases
(3,576)
(3,576)
Stock based compensation
2,268
9,346
11,614
Other comprehensive loss, net of tax
Balance at March 31, 2024
$
1,048
$
22,143
$
4,847,466
$
4,253,030
$
(2,013,187)
$
$
[1]
Dividends declared per common share during the quarter
ended March 31, 2024 - $
0.62
(2023 - $
0.55
).
OF CHANGES IN STOCKHOLDERS’ EQUITY
For the quarter ended
Disclosure of changes in number of shares:
Preferred Stock:
Balance at beginning and end of period
885,726
885,726
Common Stock – Issued:
104,767,348
104,657,522
23,137
25,488
Balance at end of period
104,790,485
104,683,010
Treasury stock
(32,505,610)
(32,717,026)
Common Stock – Outstanding
71,965,984
The accompanying notes are an integral part of these Consolidated
OF CASH FLOWS
Cash flows from operating activities:
$
103,283
$
158,979
Adjustments to reconcile net income to net cash provided
by operating activities:
72,598
47,637
Depreciation and amortization of premises and equipment
15,361
13,842
Net accretion of discounts and amortization of premiums and
deferred fees
(51,360)
(2,276)
Interest capitalized on loans subject to the temporary payment
moratorium or loss mitigation alternatives
(1,641)
(2,876)
Share-based compensation
11,479
7,873
Fair value adjustments on mortgage servicing rights
3,439
1,376
Adjustments to indemnity reserves on loans sold
(612)
Earnings from investments under the equity method, net
of dividends or distributions
(11,792)
(8,621)
Deferred income tax expense (benefit)
9,513
(2,064)
Gain on:
Disposition of premises and equipment and other productive
assets
(3,412)
(2,423)
Sale of loans, including valuation adjustments on loans
held-for-sale and mortgage banking activities
(74)
(264)
Sale of foreclosed assets, including write-downs
(4,447)
(5,228)
Acquisitions of loans held-for-sale
(324)
(2,861)
Proceeds from sale of loans held-for-sale
8,283
9,148
Net originations on loans held-for-sale
(11,056)
(21,790)
Net decrease (increase) in:
Trading debt securities
6,465
(1,055)
(1,995)
(3,731)
Accrued income receivable
(22,719)
38,702
25,072
Net (decrease) increase in:
Interest payable
(10,799)
(2,846)
Pension and other postretirement benefits obligation
4,038
10,111
(59,381)
Total adjustments
58,280
(5,933)
Net cash provided by operating activities
161,563
153,046
Cash flows from investing activities:
Net decrease (increase) in money market investments
1,070,973
(483,178)
Purchases of investment securities:
Available-for-sale
(8,161,525)
(3,960,443)
Equity
(971)
(11,927)
Proceeds from calls, paydowns, maturities and redemptions
of investment securities:
Available-for-sale
6,728,665
4,909,334
Held-to-maturity
154,009
3,818
Proceeds from sale of investment securities:
Equity
25,595
Net repayments (disbursements) on loans
2,354
(155,538)
Proceeds from sale of loans
15,356
3,276
Acquisition of loan portfolios
(141,730)
(145,735)
Return of capital from equity method investments
Acquisition of premises and equipment and other productive
assets
(53,889)
(36,062)
Proceeds from sale of:
Premises and equipment and other productive assets
1,632
1,972
Foreclosed assets
26,773
21,417
Net cash (used in) provided by investing activities
(357,408)
172,778
Cash flows from financing activities:
Net increase (decrease) in:
190,477
(293,780)
(25,294)
(25,110)
Other short-term borrowings
(365,000)
Payments of notes payable
(21,000)
(1,000)
Principal payments of finance leases
(881)
(804)
Proceeds from issuance of notes payable
394,178
Proceeds from issuance of common stock
1,799
1,567
Dividends paid
(44,976)
(39,878)
Net payments for repurchase of common stock
(314)
(282)
Payments related to tax withholding for share-based compensation
(3,262)
(2,688)
Net cash provided by (used in) financing activities
96,549
(332,797)
Net decrease in cash and due from banks, and restricted
cash
(99,296)
(6,973)
Cash and due from banks, and restricted cash at beginning
of period
427,575
476,159
Cash and due from banks, and restricted cash at the end of
the period
$
328,279
$
469,186
The accompanying notes are an integral part of these Consolidated
Notes to Consolidated Financial
(Unaudited)
Note 1 -
Nature of operations
Note 2 -
Basis of presentation
Note 3 -
New accounting pronouncements
Note 4 -
Restrictions on cash and due from banks and
certain securities
Note 5 -
Note 6 -
Debt securities held-to-maturity
Note 7 -
Loans
Note 8 -
Allowance for credit losses – loans held-in-
Note 9 -
Note 10 -
Transfers of financial assets and mortgage
servicing assets
Note 11 -
Note 12 -
Note 13 -
Goodwill and other intangible assets
Note 14 -
Note 15 -
Note 16 -
Note 17 -
Note 18 -
Other comprehensive income (loss)
Note 19 -
Guarantees
Note 20 -
Commitments and contingencies
Note 21-
Non-consolidated variable interest entities
Note 22 -
Related party transactions
Note 23 -
Fair value measurement
Note 24 -
Fair value of financial instruments
Note 25 -
Net income per common share
Note 26 -
Revenue from contracts with customers
Note 27 -
Leases
Note 28 -
Pension and postretirement benefits
Note 29 -
Stock-based compensation
Note 30 -
Income taxes
Note 31 -
Supplemental disclosure on the consolidated
statements of cash flows
Note 32 -
Segment reporting
Note 1 – Nature of Operations
Inc. (the
“Corporation” or
“Popular”) is
a diversified,
publicly-owned financial
holding company
the supervision
and
regulation
of
the
Board
of
Governors
of
the
Federal
Reserve
System.
The
has
in
Puerto
Rico,
the
mainland United
States (“U.S.”)
and the
U.S. and
British Virgin
Islands. In
provides retail,
mortgage,
and
banking
services,
through
its
banking
Banco
Popular
de
Puerto
Rico
(“BPPR”),
as
well
as
banking,
broker-dealer,
auto
and
leasing
and
and
through
specialized
subsidiaries. In
mainland, the
Corporation provides
retail, mortgage,
commercial banking
services, as
well as
leasing
and
through
its
New
York-chartered
banking
Popular
Bank
(“PB”
or
“Popular
U.S.”),
which
has
branches located in New York, New Jersey, and Florida.
Note 2 – Basis of Presentation
Basis of Presentation
The (unaudited) interim Consolidated Financial Statements are, in the opinion of management, a fair statement of the results
for the
periods reported
and include
all necessary
adjustments, all
of a
normal recurring
nature, for
a fair
statement of
such results.
The
consolidated statement of financial
condition presented as of
December 31, 2023 was
derived from audited Consolidated Financial
Statements of the Corporation for the year ended
December 31, 2023.
Certain
and
notes
to
the
which
would
normally
be
in
prepared in
accordance
with Accounting
Principles
Generally Accepted
in
the
United
States
of
America
(US
GAAP), have
been
condensed or omitted from the unaudited financial statements pursuant
to the rules and regulations of the
Securities and Exchange
Commission.
Accordingly,
these
should
be
read
in
conjunction
with
the
audited
Statements of
for the
year ended
2023,
included in
Form 10-K.
Operating results
for the
interim periods disclosed herein are not necessarily
indicative of the results that may be expected
for a full year or any future period.
Tax impact on Intercompany Distributions
The net
income for
included $
22.9
expenses, of
which $
16.5
million is
income tax expense and $
6.4
million is reflected in other operating expenses, related to an out-of-period adjustment associated with
the Corporation’s U.S. subsidiary’s non-payment of taxes on certain intercompany distributions
to the Bank Holding Company (BHC)
Rico, a
foreign corporation
for U.S.
tax purposes.
The adjustment
corrected errors
for income
that should
have been recognized of $
5.5
5.4
million in the years 2023 and 2022, respectively,
and an aggregate of $
5.6
million, in
the years prior to 2022. The $
6.4
million recognized as other operating expense corresponded to interest due
up to March 31, 2024
on the related late payment of the withholding tax, of which approximately $
3.0
million correspond to years prior to 2022. As a result
of
this
adjustment, the
asset related
to
NOL of
the BHC
and
its
related valuation
allowance was
reduced by
$
53.7
million. The
Corporation evaluated the
impact of
the out-of-period
adjustment and
concluded it
was not
material to
any previously
issued
interim or
annual consolidated
financial statements
and the
adjustment is
not expected
to
be material
to
the year
ending
December 31, 2024.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial
statements in conformity with
accounting principles generally accepted in
the United States
of America
requires management to make
estimates and assumptions that
affect the reported
amounts of assets and
liabilities and contingent
assets
and
at
the
date
of
the
statements,
and
the
amounts
of
and
during
the
reporting period. Actual results could differ from those estimates.
Note 3 - New accounting pronouncements
Recently Adopted Accounting Standards Updates
FASB ASU 2023-02,
Investments—Equity
Method and Joint
Ventures (Topic 323) -
Accounting for
Investments in Tax Credit
Structures Using the
Proportional Amortization
Method
The
Financial Accounting
Standards Board
("FASB")
issued
Accounting
Update ("ASU") 2023-02 in March
2023, which
amends Accounting Standards
Codification ("ASC") Topic 323 by
permitting the election to apply the
proportional amortization method to account
for tax equity investments that generate
income tax credits through investment in
low-income-housing tax credit (LIHTC)
structures and other tax credit programs if
certain conditions are met. The ASU also
eliminates the application of the ASC
Subtopic 323-740 to LIHTC investments not
accounted for using the proportional
amortization method and instead requires
the use of other guidance.
The
was
not
by
the
adoption of
this
ASU
since
it does
not
hold
in
tax
equity
investments.
FASB ASU 2023-01,
Leases (Topic 842) -
Common Control
Arrangements
The FASB issued ASU 2023-01 in March
2023, which amends ASC Topic 842 and
requires the amortization leasehold
improvements associated with common
control leases over the useful life of the
leasehold improvements to the common
control group as long as the lessee controls
the use of the underlying assets through a
lease. In addition, the ASU requires
companies to account for leasehold
improvements associated with common
control leases as a transfer between entities
under common control through an
adjustments to equity if, and when, the
lessee no longer controls the use
of the
underlying asset.
The
was
not
by
the
adoption of
this
ASU
since
it does
not
hold
common
control
leasehold
improvements, however, it
will consider
this
to
determine
the
amortization
period for
and
treatment
of
leasehold
improvements
associated with common control
leases
acquired on or after the effective date.
FASB ASU 2022-03, Fair
Value Measurement
(Topic 820) - Fair Value
Measurement of Equity
Securities Subject to
Contractual Sale
Restriction
The FASB issued ASU 2022-03 in June
2022, which clarifies that a contractual
restriction that prohibits the sale of an equity
security is not considered part of the unit of
account of the equity security, therefore, is
not considered in measuring its fair value.
The ASU also provides enhanced
disclosures for equity securities subject to a
contractual sale restriction.
The
was
not
by
the
of
this
pronouncement
since
it
does
not
hold
equity securities measured at
with sale restrictions.
Accounting Standards Updates Not Yet Adopted
FASB ASU 2024-02,
Improvements—
Amendments to Remove
References to the
Concepts Statements
The
FASB
issued
ASU
2024-02
in
March
2024, which
removes various
references to
concept
from
the
FASB
Accounting
Standards
Codification.
The
ASU
intends
to
simplify
the
and
distinguish
between
nonauthoritative
and authoritative guidance.
any
impact
that
the
of
this
will
have
on
its
and
and
FASB ASU 2024-01,
Compensation - Stock
Compensation (Topic 718)
- Scope Application of
Profits Interest and Similar
Awards
The FASB issued ASU 2024-01 in March
2024, which amends ASC Topic 718 by
including an illustrative example to
demonstrate how an entity would apply the
scope guidance in paragraph 718-10-15-3
to determine whether profits interest awards
should be accounted for in accordance with
ASC
Topic
The
ASU
is
intended
to
reduce complexity and diversity in practice.
any
impact
that
the
of
this
will
have
on
its
and
and
FASB ASU 2023-09,
Income Tax ( Topic
Improvements to Income
Tax Disclosures
The
FASB
issued
ASU
2023-09
in
December 2023,
which amends
ASC Topic
by
enhancing
regarding
rate
reconciliation
and
the
disclosure of
income taxes paid, income (or
loss)
from
before
income
tax
expense
and
income
tax
expense
disaggregated
by
national,
state
and foreign level. Disclosures that no longer
were considered
cost
beneficial or
relevant
were removed from ASC Topic 740.
any
impact
that
the
of
this
will
have
on
its
and
and
FASB ASU 2023-08,
Intangibles - Goodwill and
Other - Crypto Assets
(Subtopic 350-60) -
Accounting for and
Disclosure of Crypto
Assets
The
FASB
issued
ASU
2023-08
in
2023,
which
amends
ASC
Subtopic
350-60
by
that
crypto
assets
are
measured
at
fair
value
in
the
statement
of
each
reporting
period
with
changes
from
remeasurement
being
in
net
income.
The
ASU
also
requires
enhanced
for
both
annual
and
interim
reporting
periods
to
provide
investors
with
relevant information
to
analyze and
assess
the
and
risk
of
individual crypto asset holdings.
The Corporation does not expect to be
impacted by the adoption of this ASU
since it
hold crypto-assets
for
its platform users.
FASB ASU 2023-07,
Segment Reporting (Topic
- Improvements to
Reportable Segment
Disclosures
The
FASB
issued
ASU
2023-07
in
November 2023,
which amends
ASC Topic
by
about significant segment expenses.
For fiscal years
beginning on
For interim periods
within fiscal years
beginning after
any
impact
that
the
of
this
will
have
on
its
and
and
Accounting Standards Updates Not Yet Adopted
FASB ASU 2023-06,
Disclosure Improvements -
Codification Amendments
in Response to the SEC’s
Disclosure Update and
Simplification Initiative
The FASB
issued ASU
2023-06 in
October
which
modifies
the
disclosure
or
of
various
subtopics
in
the
with
the
purpose
of
aligning
U.S.
GAAP
with
those
of
the
SEC
under
Regulation S-X and S-K.
The date on which
the SEC removes
related disclosure
requirements from
Regulation S-X or
Regulation S-K. If by
June 30, 2027, the
SEC has not
removed the
requirements from
Regulation S-X or
Regulation S-K, the
pending content of
the related
amendment will be
removed from the
Codification and will
not become
effective for any
entity.
expect to
be
by
the
of
this
ASU
since
it
is
subject
to
SEC's
current
disclosure
and
requirements under Regulation S-X and
S-K.
FASB ASU 2023-05,
Business Combinations -
Joint Venture Formations
(Subtopic 805-60) -
Recognition and initial
measurement
The
FASB
issued
ASU
2023-05
in
August
2023, which
amends ASC
Subtopic 805-60
to include specific
guidance about how
joint
ventures
should
recognize
and
initially
measure
assets
contributed
and
assumed.
The
amendments
require
that
a
joint venture, upon formation, recognize and
initially
measure
its
assets
and
liabilities at
fair value.
Upon
of
this
ASU,
the
Corporation will
consider this
for
the
initial
measure
of
assets
and
of
newly
created
joint
ventures.
Note 4 - Restrictions on cash and due from
banks and certain securities
BPPR is
required by
regulatory agencies
to maintain
average reserve
balances with
Reserve Bank
of New
York
(the
“Fed”) or other banks.
Those required average reserve balances amounted
to $
2.8
billion at March 31, 2024
$
2.7
billion). Cash
and due
from banks,
as well
as other
highly liquid
securities, are
used to
cover the
required average
reserve
balances.
held $
million in restricted
assets in the
form of funds
deposited in money
market accounts,
debt
for
sale
and
equity
31,
$
The
assets
held
in
debt
securities available for sale and equity securities consist primarily of assets
held for the Corporation’s non-qualified retirement plans
and fund deposits guaranteeing possible liens or encumbrances
over the title of insured properties.
Note 5 – Debt securities available-for-sale
The following tables present
the amortized cost, gross
unrealized gains and losses,
approximate fair value, weighted average
yield
and contractual maturities of debt securities available-for-sale
at March 31, 2024 and December 31, 2023.
Gross
Gross
Fair
average
cost
losses
gains
losses
value
yield
$
9,394,716
$
$
60,864
$
9,333,920
3.90
%
2,825,336
140,775
2,684,561
1.32
307,174
36,444
270,730
1.63
12,527,226
238,083
12,289,211
3.26
15,883
15,070
1.54
19,189
1,337
17,852
2.29
104,671
10,006
94,686
2.55
mortgage obligations - federal agencies
139,743
12,156
127,608
2.40
Mortgage-backed securities - federal agencies
2.06
78,628
3,683
74,951
2.36
817,332
56,576
760,937
2.33
5,897,090
1,135,279
4,762,260
1.65
securities - federal agencies
6,793,507
1,195,543
5,598,600
1.74
Other
1,005
4.00
1,500
1,500
8.50
Total other
2,505
2,005
6.69
[1]
$
19,462,981
$
$
1,445,782
$
2.72
%
[1]
11.8
billion pledged to secure government and trust deposits, assets
sold under agreements to repurchase, credit facilities
and loan servicing
agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
.0 billion serve as collateral for public funds.
The
Corporation had unpledged Available for Sale securities
with a fair value of
$
6.2
billion that could be used to increase its borrowing
facilities.
Gross
Gross
Fair
average
cost
gains
losses
value
yield
$
7,103,518
$
$
59,415
$
7,044,629
3.51
%
3,598,209
170,209
3,428,084
1.35
307,512
33,164
274,348
1.63
11,009,239
262,788
10,747,061
2.75
17,899
17,061
1.55
20,503
1,321
19,184
2.28
108,280
9,868
98,441
2.54
mortgage obligations - federal agencies
146,682
12,027
134,686
2.38
Mortgage-backed securities - federal agencies
3.72
82,310
3,536
78,785
2.34
792,431
48,250
744,256
2.28
6,067,353
1,046,909
5,021,111
1.64
securities - federal agencies
6,942,731
1,098,698
5,844,786
1.72
Other
1,011
1,011
4.00
1,500
1,500
8.50
Total other
2,511
2,511
6.69
[1]
$
18,101,163
$
1,394
$
1,373,513
$
2.35
%
[1]
billion pledged to secure government and trust deposits,
assets sold under agreements to repurchase, credit facilities
and loan
servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
11.1
billion serve as collateral for
public funds. The Corporation had unpledged Available
for Sale securities with a fair value of
$
4.6
billion that could be used to increase its
borrowing facilities.
The weighted
average yield
on debt
securities available-for-sale
is based
on amortized
cost; therefore,
it
give
effect to
changes in fair value.
Debt
not
due
on
a
single
date,
such
as
and
obligations, are classified
in the period
of final contractual
maturity. The
expected maturities of
collateralized mortgage obligations,
mortgage-backed securities and certain other securities may
differ from their contractual maturities
because they may be subject to
prepayments or may be called by the issuer.
At March 31, 2024, the Corporation did not intend
to sell or believed it was more
likely than not that it would be
required to sell debt
securities classified as available-for-sale. There were
no
debt securities sold during the quarters ended March 31,
2024 and 2023.
The
tables
present
the
fair
value
and
gross
losses
of
debt
available-for-sale,
aggregated by investment category and length of
time that individual securities have been in a continuous
unrealized loss position at
Less than 12 months
12 months or more
Total
Gross
Gross
Gross
Fair
Fair
Fair
value
losses
value
losses
value
losses
$
4,845,109
$
3,713
$
5,809,606
$
234,370
$
10,654,715
$
238,083
2,127
123,238
12,154
125,365
12,156
45,988
5,523,133
1,195,115
5,569,121
1,195,543
available-for-sale in an unrealized loss position
$
4,893,224
$
4,143
$
11,455,977
$
1,441,639
$
16,349,201
$
1,445,782
Less than 12 months
12 months or more
Total
Gross
Gross
Gross
Fair
Fair
Fair
value
losses
value
losses
value
losses
$
244,925
$
5,126
$
6,550,941
$
257,662
$
6,795,866
$
262,788
5,234
124,930
11,992
130,164
12,027
37,118
5,779,260
1,098,293
5,816,378
1,098,698
available-for-sale in an unrealized loss position
$
287,277
$
5,566
$
12,455,131
$
1,367,947
$
12,742,408
$
1,373,513
As of March 31, 2024, the
portfolio of available-for-sale debt securities reflects gross
unrealized losses of $
1.4
billion, driven mainly
by
which
have
been
by
a
decline
in
fair
value
as
a
result
of
the
rising
rate
environment.
The portfolio of
available-for-sale debt securities is comprised
mainly of U.S Treasuries
and obligations from the
U.S.
Government, its
agencies or
government sponsored
entities, including
Federal National
Mortgage Association
(“FNMA”), Federal
Home Loan Mortgage Corporation (“FHLMC”) and Government National Mortgage Association (“GNMA”). As discussed in Note 2 of
Form 10-K,
these securities
carry an
explicit or
implicit guarantee
U.S. Government,
are highly
rated by
major
rating agencies, and have a long history of
no credit losses. Accordingly, the Corporation applies a zero-credit loss assumption.
Note 6 –Debt securities held-to-maturity
the amortized
cost, allowance
losses, gross
unrealized gains
and losses,
approximate fair
value, weighted
average yield
and contractual
held-to-maturity at
Value
Gross
Gross
Book
[1]
for Credit
Net of
Fair
average
cost
Value
Losses
gains
losses
value
yield
$
597,620
$
597,620
$
$
597,620
$
$
7,857
$
589,763
2.61
%
8,030,813
7,416,332
7,416,332
111,295
7,305,037
1.37
8,628,433
119,152
1.46
Obligations of Puerto Rico, States and
3,055
3,055
3,044
3,045
6.23
18,615
18,615
18,480
18,418
3.60
5.80
39,197
39,197
5,557
33,640
2,890
2,636
33,894
1.42
Total obligations of
Puerto Rico, States and
61,712
61,712
5,731
55,981
2,993
2,772
56,202
2.38
1,536
1,536
1,536
1,364
2.87
mortgage obligations -
federal agencies
1,536
1,536
1,536
1,364
2.87
Securities in wholly owned statutory business
trusts
5,960
5,960
5,960
5,960
6.33
Total securities
in wholly owned statutory
business trusts
5,960
5,960
5,960
5,960
6.33
held-to-maturity [2]
$
8,697,641
$
8,083,160
$
5,731
$
$
2,993
$
122,096
$
1.47
%
[1]
Book value includes $
million of net unrealized loss which remains in
Accumulated other comprehensive (loss) income
(AOCI) related to
certain securities previously transferred from available-for-sale
securities portfolio to the held-to-maturity securities portfolio.
[2]
.0 billion pledged to secure public and trust deposits
that the secured parties are not permitted to sell
or repledge the collateral.
The
Corporation had unpledged held-to-maturities securities with
a fair value of $
69.3
million that could be used to increase its borrowing facilities.
Value
Gross
Gross
Book
[1]
for Credit
Net of
Fair
average
cost
Value
Losses
gains
losses
value
yield
$
597,768
$
597,768
$
$
597,768
$
$
7,526
$
590,242
2.58
%
7,971,072
7,335,159
7,335,159
21,996
7,313,800
1.39
211,061
188,484
188,484
188,297
1.50
8,779,901
29,709
1.47
Obligations of Puerto Rico, States and
`
4,820
4,820
4,811
4,814
6.17
%
20,171
20,171
20,024
19,995
3.80
5.80
39,572
39,572
5,596
33,976
2,814
2,766
34,024
1.41
Total obligations of
Puerto Rico, States and
65,408
65,408
5,780
59,628
2,941
2,891
59,678
2.55
6.44
1,543
1,543
1,543
1,395
2.87
mortgage obligations -
federal agencies
1,556
1,556
1,556
1,408
2.90
Securities in wholly owned statutory business
trusts
5,960
5,960
5,960
5,960
6.33
Total securities
in wholly owned statutory
business trusts
5,960
5,960
5,960
5,960
6.33
held-to-maturity [2]
$
8,852,825
$
8,194,335
$
5,780
$
$
3,578
$
32,748
$
1.48
%
[1]
Book value includes $
million of net unrealized loss which remains in Accumulated
other comprehensive (loss) income (AOCI)
related to certain
securities transferred from available-for-sale securities
portfolio to the held-to-maturity securities portfolio as discussed
in Note 6 of the 2023 Form
10-K.
[2]
8.1
billion pledged to secure public and trust deposits that
the secured parties are not permitted to sell or repledge
the collateral. The
Corporation had unpledged held-to-maturities securities with
a fair value of
$
67.3
million that could be used to increase its
borrowing facilities.
Debt securities not due on a single contractual maturity date,
such as collateralized mortgage obligations, are classified in the period
of final
contractual maturity.
The expected
collateralized mortgage
obligations and
certain other
securities may
differ
from their contractual maturities because they may be
subject to prepayments or may be called
by the issuer.
Credit Quality Indicators
The following describes the credit quality indicators by major security
type that the Corporation considers to develop the
estimate of
the allowance for credit losses for investment securities
held-to-maturity.
As
discussed in
Note
of
2023 Form
10-K,
carry
an
explicit
guarantee from
the
are
highly rated by major rating
agencies and have a long
history of no credit losses. Accordingly,
the Corporation applies a zero-credit
loss assumption and no allowance for credit losses
(“ACL”) for these
securities has been established.
and December 31, 2023, the
“Obligations of Puerto Rico, States and
political subdivisions” classified as held-to-
maturity,
issued by
of
Puerto
Rico
that
are
generally
not
rated
by
a
credit
rating
agency.
This
includes $
million of general and special obligation bonds issued by three municipalities of Puerto Rico, that
are payable primarily
from
certain
property
taxes
imposed
by
the
issuing
31,
$
In
the
case
of
general
obligations, they
also benefit
from a
pledge of
the full
faith, credit
and unlimited
taxing power
of the
issuing municipality,
which is
required by law to levy property taxes in an amount sufficient for the payment of
debt service on such general obligation bonds. The
Corporation performs periodic credit quality
reviews of these securities and
internally assigns standardized credit risk ratings based
on its evaluation. The
Corporation considers these ratings in
its estimate to develop the
allowance for credit losses
these
For
the
definitions
of
the
obligor
risk
ratings,
refer
to
the
Credit
Quality
section
of
Note
to
the
The
the
amortized
cost
basis
of
held
by
the
issued
by
of
Puerto
Rico
aggregated by the internally assigned standardized
credit risk rating:
Securities issued by Puerto Rico municipalities
Watch
$
2,255
$
2,255
Pass
13,265
16,565
Total
$
15,520
$
18,820
At
March
31,
2024,
the
of
“Obligations
of
Puerto
Rico,
States
and
subdivisions”
also
$
million
in
issued
by
the
Puerto
Rico
Housing
Finance
(“HFA”),
a
instrumentality,
for
which
the
source of payment is second mortgage loans in Puerto Rico residential
properties (not the government), but for which HFA, provides
a guarantee
in the
event of default
and upon the
satisfaction of certain
other conditions (December
$
million). These
securities are not rated by a credit rating agency.
The
assesses
the
credit
risk
with
these
by
the
refreshed
FICO
scores
of
a
representative
sample
of
the
borrowers.
As
of
March
31,
2024,
the
average
refreshed
FICO
score
for
the
sample,
of
%
of
the
nominal
value
of
the
used
for
the
loss
was
of
(compared
to
%
and
,
respectively, at
December 31, 2023).
The loss estimates
for this portfolio
was based on
the methodology established
under CECL
for
similar
loan
obligations.
The
does
not
the
when
estimating
the
credit
losses
associated with this portfolio.
A
deterioration of
or
of
the fiscal
health of
the
Government of
Puerto
Rico
and/or
its
(including if any
of the issuing municipalities
become subject to a
debt restructuring proceeding under
PROMESA) could adversely
affect the value of these securities, resulting in losses to
the Corporation.
Note 20
to the
Rico Government.
At
March
31,
and
2023,
the
of
“Obligations
of
Puerto
Rico,
States
and
subdivisions”
also
$
million
in securities
issued
by the
HFA
for
which the
underlying source
of
payment
is U.S.
The
Corporation applies a
zero
-credit loss assumption for
these securities, and no
ACL has been
established for these securities
given
that U.S. Treasury
securities carry an
explicit guarantee from the
U.S. Government, are
highly rated by
major rating agencies,
and
have a long history of no credit losses. Refer
to Note 2 of 2023 Form 10-K for further details.
Delinquency status
At March 31, 2024 and December 31, 2023, there were
no
securities held-to-maturity in past due or non-performing
status.
Allowance for credit losses on debt securities held-to-maturity
The following table provides the
activity in the allowance for
credit losses related to debt securities
held-to-maturity by security type
at March 31, 2024 and March 31, 2023:
For the quarters ended March 31,
Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
Beginning balance
$
5,780
$
6,911
(49)
(119)
Securities charged-off
$
5,731
$
6,792
The
for
credit
losses
for
the
Obligations
of
Puerto
Rico,
States
and
$
0.2
million
for
securities issued by municipalities of
Puerto Rico, and $
5.6
million for bonds issued by
the Puerto Rico HFA,
which are secured by
second mortgage loans on
Puerto Rico residential properties (compared to
$
0.2
5.6
million, respectively, at
31, 2023).
Note 7 – Loans
For
a
summary
of the
accounting policies
loans, interest
recognition
and
allowance for
credit
losses
refer to
Note
Summary of Significant Accounting Policies of the 2023
Form 10-K.
Corporation recorded purchases
(including repurchases)
of mortgage
loans of
$
and
loans
of
$
million;
to
(including
repurchases)
of
loans
of
$
consumer loans of $
million, and commercial loans of $
million during the quarter ended March 31, 2023.
performed whole-loan
sales involving
residential mortgage loans,
and $
commercial and construction loans
during the quarter ended
March 31, 2024 (March
$
million of residential mortgage
loans
and
$
million
of
and
construction
loans).
Also,
during
the
quarter
ended
March
31,
2024,
the
securitized approximately $
million of mortgage loans into GNMA mortgage-backed
securities and $
million of mortgage loans into
FNMA mortgage-backed securities, compared to $
million, respectively, during the quarter ended March 31, 2023.
Delinquency status
amortized cost basis of loans
held-in-portfolio (“HIP”), net of unearned
income, by past due status,
and by loan class including those that are in non-performing status or that are accruing
interest but are past due 90 days or more at
BPPR
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
19,384
$
2,027
$
$
21,517
$
282,134
$
303,651
$
$
2,378
3,278
7,922
13,578
2,982,907
2,996,485
7,922
6,628
26,124
33,184
1,392,908
1,426,092
26,124
3,020
8,552
33,741
45,313
4,699,810
4,745,123
29,171
4,570
162,724
162,724
254,008
107,224
385,062
746,294
5,737,257
6,483,551
166,473
218,589
Leasing
19,936
4,752
7,267
31,955
1,733,458
7,267
13,034
9,528
23,858
46,420
1,095,716
23,858
2,336
2,569
19,822
12,169
19,092
51,083
1,695,410
1,746,493
19,092
Auto
82,957
18,420
41,807
143,184
3,563,670
41,807
Other
1,022
2,111
151,567
153,678
Total
$
422,189
$
166,758
$
545,925
$
1,134,872
$
23,499,897
$
24,634,769
$
298,594
$
247,331
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
3,434
$
$
8,700
$
12,134
$
2,068,850
$
2,080,984
$
8,700
$
1,364
2,407
4,511
2,056,063
2,060,574
2,407
6,107
19,009
3,877
28,993
1,662,759
1,691,752
3,877
9,961
6,634
17,223
2,263,137
2,280,360
6,423
8,825
8,825
837,754
846,579
25,558
28,071
54,162
1,245,949
1,300,111
28,071
Home equity lines of
credit
3,986
5,222
58,926
64,148
3,986
2,142
1,695
2,068
5,905
144,612
150,517
2,068
Other
8,926
8,927
Total
$
57,613
$
23,619
$
55,744
$
136,976
$
10,346,993
$
10,483,969
$
55,533
$
30-59
60-89
90 days
Total
days
days
or more
Current
[2] [3]
loans
loans
$
22,818
$
2,027
$
8,806
$
33,651
$
2,350,984
$
$
8,806
$
3,118
4,642
10,329
18,089
5,038,970
10,329
12,735
19,441
30,001
62,177
3,055,667
30,001
12,981
9,180
40,375
62,536
6,962,947
35,594
4,781
8,825
8,825
1,000,478
[1]
279,566
107,757
413,133
800,456
6,983,206
194,544
218,589
Leasing
19,936
4,752
7,267
31,955
1,733,458
7,267
13,034
9,528
23,858
46,420
1,095,733
23,858
3,993
5,455
61,262
66,717
3,986
21,964
13,864
21,160
56,988
1,840,022
21,160
Auto
82,957
18,420
41,807
143,184
3,563,670
41,807
Other
1,022
2,112
160,493
162,605
Total
$
479,802
$
190,377
$
601,669
$
1,271,848
$
33,846,890
$
$
354,127
$
247,542
[1]
It is the Corporation’s policy to report delinquent residential
mortgage loans insured by Federal Housing Administration
(“FHA”) or guaranteed by
the U.S. Department of Veterans Affairs
(“VA”) as accruing loans past
due 90 days or more as opposed to non-performing
since the principal
repayment is insured.
These balances include $
million of residential mortgage loans insured by FHA
or guaranteed by the VA
that are no
longer accruing interest as of March 31, 2024. Furthermore, as
of March 31, 2024, the Corporation had approximately
$
million in reverse
mortgage loans which are guaranteed by FHA, but which
are currently not accruing interest. Due to the guaranteed
nature of the loans, it is the
Corporation’s policy to exclude these balances from
non-performing assets.
[2]
Loans held-in-portfolio are net of $
million in unearned income and exclude $
million in loans held-for-sale.
[3]
billion pledged to secure credit facilities and public
funds that the secured parties are not permitted to sell
or repledge the collateral,
of which $
7.0
billion were pledged at the Federal Home Loan Bank
("FHLB") as collateral for borrowings and $
billion at the Federal Reserve
Bank ("FRB") for discount window borrowings. As of
March 31, 2024, the Corporation had an available borrowing
facility with the FHLB and the
discount window of Federal Reserve Bank of New York
of $
3.8
4.6
billion, respectively.
BPPR
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
$
$
1,991
$
2,515
$
289,427
$
291,942
$
1,991
$
5,510
8,745
14,332
2,990,922
3,005,254
8,745
2,726
29,430
32,405
1,365,978
1,398,383
29,430
6,998
3,352
36,210
46,560
4,749,666
4,796,226
32,826
3,384
6,378
6,378
163,479
169,857
6,378
260,897
114,282
416,528
791,707
5,600,117
6,391,824
175,106
241,422
Leasing
20,140
6,719
8,632
35,491
1,696,318
8,632
13,243
9,912
23,281
46,436
1,089,292
23,281
2,392
2,648
19,065
14,611
19,031
52,707
1,723,603
1,776,310
19,031
Auto
100,061
27,443
45,615
173,119
3,487,661
45,615
Other
1,641
1,213
3,058
147,104
150,162
Total
$
431,035
$
176,849
$
597,080
$
1,204,964
$
23,305,959
$
24,510,923
$
328,718
$
268,362
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
9,141
$
2,001
$
$
11,142
$
2,112,536
$
2,123,678
$
$
1,036
1,117
2,719
2,079,448
2,082,167
1,117
30,560
6,274
36,834
1,645,418
1,682,252
6,274
7,815
3,881
12,393
2,317,502
2,329,895
3,772
789,423
789,423
48,818
7,821
11,191
67,830
1,236,263
1,304,093
11,191
1,472
3,733
5,209
58,096
63,305
3,733
2,222
1,948
2,805
6,975
161,962
168,937
2,805
Other
10,274
10,279
Total
$
100,598
$
13,507
$
29,002
$
143,107
$
10,410,941
$
10,554,048
$
28,893
$
30-59
60-89
90 days
Total
days
days
or more
Current
[2]
[3]
loans
loans
$
9,665
$
2,001
$
1,991
$
13,657
$
2,401,963
$
$
1,991
$
6,076
1,113
9,862
17,051
5,070,370
9,862
33,286
35,704
69,239
3,011,396
35,704
14,813
4,049
40,091
58,953
7,067,168
36,598
3,493
6,378
6,378
952,902
959,280
6,378
[1]
309,715
122,103
427,719
859,537
6,836,380
186,297
241,422
Leasing
20,140
6,719
8,632
35,491
1,696,318
8,632
13,243
9,912
23,281
46,436
1,089,311
23,281
1,702
3,759
5,465
60,488
65,953
3,733
21,287
16,559
21,836
59,682
1,885,565
21,836
Auto
100,061
27,443
45,615
173,119
3,487,661
45,615
Other
1,645
1,214
3,063
157,378
160,441
Total
$
531,633
$
190,356
$
626,082
$
1,348,071
$
33,716,900
$
$
357,611
$
268,471
[1]
It is the Corporation’s policy to report delinquent residential
mortgage loans insured by FHA or guaranteed
by the VA as accruing loans
90 days or more as opposed to non-performing since
the principal repayment is insured.
These balances include $
million of residential
mortgage loans insured by FHA or guaranteed by the VA
that are no longer accruing interest as of December
31, 2023. Furthermore, as of
December 31, 2023, the Corporation had approximately
$
million in reverse mortgage loans which are guaranteed
by FHA, but which are
currently not accruing interest. Due to the guaranteed nature
of the loans, it is the Corporation’s policy to exclude
these balances from non-
performing assets.
[2]
Loans held-in-portfolio are net of $
million in unearned income and exclude $
million in loans held-for-sale.
[3]
14.2
billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or repledge
the collateral,
of which $
7.0
billion were pledged at the Federal Home Loan Bank
(FHLB) as collateral for borrowings and $
7.2
billion at the Federal Reserve
Bank (FRB) for discount window borrowings. As of December
31, 2023, the Corporation had an available borrowing
facility with the FHLB and the
discount window of Federal Reserve Bank of New York
of $
3.5
4.4
billion, respectively.
Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments
of principal or interest. The Corporation discontinues the recognition of interest income on residential mortgage loans insured by the
FHA or guaranteed by the VA when 15 months
delinquent as to principal or interest, since the principal repayment on these loans is
insured.
31, 2024, mortgage
loans held-in-portfolio include
$
2.3
billion (December 31,
2023 -
$
2.2
billion) of loans
insured by the
FHA, or
guaranteed by
the VA
$
218.7
million (December
- $
241.6
million) are
90 days
or more
past due.
The
portfolio of guaranteed loans includes $
million of residential mortgage loans in Puerto Rico
that are no longer accruing interest as
of March 31, 2024 (December 31, 2023 - $
million). The Corporation has approximately $
million in reverse mortgage loans in
which are guaranteed
by FHA,
but which
are currently not
accruing interest at
2024 (December 31,
2023 -
$
Loans with a delinquency status of 90 days past due as of March 31, 2024 include $
million in loans previously pooled into GNMA
31,
$
Under
the
GNMA
program,
issuers
such
as
BPPR
have
the
option
but
not
the
obligation to repurchase loans
that are 90
past due. For
accounting purposes, these loans
subject to the
option
are
be
reflected on
the
financial statements
of BPPR
with
an
offsetting
liability.
Loans
in
our
GNMA
portfolio benefit
from payment
forbearance programs
but continue
to reflect
the contractual
delinquency until
the borrower
repays
deferred payments or completes a payment deferral
modification or other borrower assistance alternative.
The following tables present the amortized cost basis
of non-accrual loans as of March 31, 2024
and December 31, 2023 by class of
loans:
BPPR
with no
with
with no
with
with no
with
$
$
$
8,700
$
$
8,700
$
3,635
4,287
1,344
1,063
4,979
5,350
17,541
8,583
3,877
21,418
8,583
18,914
10,257
6,423
18,914
16,680
82,843
83,630
27,881
83,033
111,511
Leasing
6,814
6,814
HELOCs
3,986
3,986
3,458
15,634
2,068
3,458
17,702
Auto
1,809
39,998
1,809
39,998
Other
Total
$
128,916
$
169,678
$
14,111
$
41,422
$
143,027
$
211,100
BPPR
with no
with
with no
with
with no
with
$
$
1,991
$
$
$
$
1,991
3,695
5,050
1,117
3,695
6,167
20,432
8,998
3,877
2,397
24,309
11,395
6,991
25,835
3,772
6,991
29,607
6,378
6,378
84,677
90,429
11,071
84,797
101,500
Leasing
8,151
8,151
HELOCs
3,733
3,733
3,589
15,442
2,805
3,589
18,247
Auto
1,833
43,782
1,833
43,782
Other
Total
$
121,961
$
206,757
$
3,997
$
24,896
$
125,958
$
231,653
The Corporation has
designated loans classified as
collateral dependent for
which the ACL
is measured based
on the fair
the collateral less
cost to sell,
when foreclosure is
probable or when
the repayment is
expected to be
provided substantially by the
sale or
operation of
the collateral
and the
borrower is
experiencing financial
difficulty.
The fair
the collateral
is based
on
appraisals, which may be
adjusted due to their
age, and the
type, location, and condition
of the property
or area or general
market
conditions to reflect the expected change in value between the effective date
of the appraisal and the measurement date. Appraisals
are updated every one to two years depending on
the type of loan and the total exposure of
the borrower.
Loans in non-accrual status with
no allowance at March 31,
2024 include $
million in collateral dependent loans
million). The Corporation recognized $
million in interest income on non-accrual loans during the quarter ended March
31, 2024 (March 31, 2023 - $
The following tables present the amortized cost basis
of collateral-dependent loans, for which the ACL was measured
based on the
fair value of the collateral less cost to sell, by class
of loans and type of collateral as of March
31, 2024 and December 31, 2023:
Real Estate
Auto
Equipment
Accounts
Receivables
Other
Total
BPPR
$
1,325
$
$
$
$
1,325
159,712
159,712
22,840
22,840
1,130
2,172
23,693
26,995
80,487
80,487
Leasing
1,257
1,257
3,708
3,708
Auto
13,910
13,910
Other
$
269,202
$
15,167
$
$
2,172
23,996
$
310,537
$
8,700
$
$
$
$
8,700
1,344
$
1,344
3,877
$
3,877
2,297
2,367
1,040
1,040
$
14,961
$
$
$
2,297
$
17,328
$
10,025
$
$
$
$
10,025
161,056
161,056
26,717
26,717
1,130
2,172
25,990
29,362
81,527
81,527
Leasing
1,257
1,257
3,708
3,708
Auto
13,910
13,910
Other
Inc.
$
284,163
$
15,167
$
$
2,172
26,293
$
327,865
Real Estate
Auto
Equipment
Other
Total
BPPR
$
1,339
$
$
$
$
1,339
160,555
160,555
25,848
25,848
1,103
30,287
31,390
6,378
6,378
85,113
85,113
Leasing
1,373
1,373
4,338
4,338
Auto
12,965
12,965
Other
$
284,674
$
14,338
$
$
30,592
$
329,604
3,877
3,877
5,990
5,990
1,303
1,303
$
11,170
$
$
$
$
11,675
$
1,339
$
$
$
$
1,339
160,555
160,555
29,725
29,725
1,103
30,687
31,895
12,368
12,368
86,416
86,416
Leasing
1,373
1,373
4,338
4,338
Auto
12,965
12,965
Other
Inc.
$
295,844
$
14,338
$
$
30,992
$
341,279
Purchased Credit Deteriorated (PCD) Loans
The Corporation has purchased loans during
the quarter for which there was, at acquisition, evidence
of more than insignificant
deterioration of credit quality since origination. The
carrying amount of those loans is as follows:
Purchase price of loans at acquisition
$
$
Allowance for credit losses at acquisition
Non-credit discount / (premium) at acquisition
Par value of acquired loans at acquisition
$
$
Note 8 – Allowance for credit losses – loans
The
Corporation follows
the current
expected credit
loss (“CECL”)
model, to
establish and
evaluate the
adequacy of
the ACL
to
provide for
expected losses
in the
loan portfolio.
This model
establishes a forward-looking
methodology that
reflects the
credit losses over the lives of financial assets, starting when such
assets are first acquired or originated. In addition, CECL provides
that
the
initial ACL
on PCD
assets be
recorded as
an
increase to
the
purchase price,
with subsequent
changes to
the
as
a
credit
loss
expense.
The
for
credit
losses
in
current
is
based
on
this
methodology.
Loan losses
are charged,
and recoveries
are credited
to the
ACL. The
Corporation’s modeling
framework includes
competing risk
models that
generate lifetime
default and
prepayment estimates as
well as
other loan
level techniques
to estimate
loss
severity.
These
models
combine
credit
risk
factors,
which
include
the
impact
of
loan
modifications,
with
macroeconomic
expectations to derive the lifetime expected loss.
31,2024, the
Corporation estimated
the ACL
by weighting
the outputs
of optimistic,
baseline, and
pessimistic scenarios.
Among the
three scenarios used
to estimate
the ACL, the
baseline is
assigned the highest
probability,
followed by the
pessimistic
scenario given the
uncertainties in the
economic outlook and
downside risk. The
weightings applied are
evaluation on a
quarterly basis as
part of the
ACL’s governance
process. The Corporation evaluates,
at least on
an annual basis, the
tied to the CECL accounting framework. These
include the reasonable and supportable period
as well as the reversion window.
The
annualized GDP
the
improved to
2.0%
and
2.3%
for
Puerto
Rico
and
the
United
States,
respectively, compared to 1.2% and 1.7%
in the previous quarter. The 2024 forecasted average unemployment rate for
and the United States remained stable at 6.5%
and 3.9%, respectively, compared to 6.8% and 4.0% in previous forecast.
the changes
in the
ACL of
loans held-in-portfolio
and unfunded
commitments for
ended
March 31, 2024 and 2023.
BPPR
Ending
Balance
Balances
$
3,614
$
(48)
$
$
$
$
3,567
53,754
(413)
53,666
40,637
5,147
(2,785)
43,537
107,577
(6,669)
1,560
102,844
205,582
5,062
(9,454)
2,424
203,614
5,294
(2,180)
3,114
72,440
(319)
(765)
5,191
76,564
Leasing
9,708
2,968
(4,850)
1,165
8,991
80,487
21,640
(16,396)
2,438
88,169
(197)
101,181
20,263
(24,349)
2,409
99,504
Auto
157,931
13,371
(20,167)
6,321
157,456
Other
7,132
(664)
6,808
346,834
55,477
(61,773)
11,501
352,039
$
639,858
$
61,008
$
$
(76,842)
$
20,281
$
644,322
$
5,062
$
(120)
$
$
$
$
4,942
1,618
(177)
1,441
$
6,680
$
(297)
$
$
$
$
6,383
[1] Allowance for credit losses of unfunded commitments
is presented as part of Other Liabilities in the Consolidated
Ending
Balance
Balance
$
10,126
$
(510)
$
(441)
$
$
9,176
11,699
11,958
16,227
4,019
20,270
14,779
3,203
(564)
17,574
52,831
6,907
(1,005)
58,978
7,392
8,025
10,774
(925)
9,874
1,875
(253)
(7)
1,770
16,609
4,991
(5,712)
16,573
Other
(31)
18,486
4,763
(5,750)
18,345
$
89,483
$
11,378
$
(6,755)
$
1,116
$
95,222
$
1,851
$
$
$
$
2,542
8,446
(609)
7,837
(24)
$
10,326
$
$
$
$
10,384
[1]
for
Ending
Balance
Balance
$
13,740
$
(558)
$
$
(441)
$
$
12,743
65,453
(218)
65,624
56,864
9,166
(2,785)
63,807
122,356
3,579
(7,233)
1,716
120,418
258,413
11,969
(10,459)
2,669
262,592
12,686
(1,547)
11,139
83,214
(1,244)
(765)
5,216
86,438
Leasing
9,708
2,968
(4,850)
1,165
8,991
80,487
21,640
(16,396)
2,438
88,169
1,978
(150)
(204)
1,872
117,790
25,254
(30,061)
3,094
116,077
Auto
157,931
13,371
(20,167)
6,321
157,456
Other
7,134
(695)
6,810
365,320
60,240
(67,523)
12,347
370,384
$
729,341
$
72,386
$
$
(83,597)
$
21,397
$
739,544
$
6,913
$
$
$
$
$
7,484
10,064
(786)
9,278
(24)
$
17,006
$
(239)
$
$
$
$
16,767
[1]
BPPR
Ending
Balance
Balance
$
5,210
$
$
(454)
$
$
$
$
4,756
52,475
1,284
53,894
48,393
(1,161)
(2,730)
(3)
1,510
46,009
68,217
(552)
9,819
(1,607)
1,165
77,042
174,295
(1,713)
7,919
(1,610)
2,810
181,701
2,978
3,072
117,344
(33,556)
1,267
(846)
4,800
89,077
Leasing
20,618
(35)
(1,417)
1,090
20,990
58,670
15,570
(8,676)
2,389
67,953
(39)
(33)
96,369
(7,020)
11,104
(13,580)
1,535
88,408
Auto
129,735
(21)
8,319
(12,118)
4,914
130,829
Other
15,433
(11,007)
4,877
300,310
(7,041)
35,189
(45,414)
9,123
292,167
$
615,545
$
(42,345)
$
45,203
$
$
(49,287)
$
17,823
$
587,007
$
4,336
$
$
$
$
$
$
4,900
2,022
(76)
1,946
$
6,358
$
$
$
$
$
$
6,846
[1]
Ending
Balance
Balance
$
21,101
$
$
(493)
$
$
$
20,610
19,065
(2,961)
1,852
17,956
8,688
(224)
8,488
12,227
2,528
(499)
15,224
61,081
(1,150)
(499)
2,846
62,278
1,268
(10)
1,258
17,910
(2,098)
(426)
15,400
(1)
2,439
(712)
(143)
1,853
22,057
(1,140)
4,191
(4,170)
21,321
Other
(53)
24,498
(1,140)
3,529
(4,367)
23,177
$
104,757
$
(3,238)
$
1,943
$
(4,866)
$
3,517
$
102,113
$
1,175
$
$
$
$
$
1,229
1,184
1,278
(26)
$
2,447
$
$
$
$
$
2,569
[1]
Ending
Balance
Balance
$
26,311
$
$
(947)
$
$
$
$
25,366
71,540
(1,677)
1,987
71,850
57,081
(1,161)
(2,954)
(3)
1,534
54,497
80,444
(552)
12,347
(2,106)
2,133
92,266
235,376
(1,713)
6,769
(2,109)
5,656
243,979
4,246
4,330
135,254
(35,654)
(846)
4,814
104,477
Leasing
20,618
(35)
(1,417)
1,090
20,990
58,670
15,571
(8,677)
2,389
67,953
2,542
(751)
(176)
1,953
118,426
(8,160)
15,295
(17,750)
1,918
109,729
Auto
129,735
(21)
8,319
(12,118)
4,914
130,829
Other
15,435
(11,060)
4,880
324,808
(8,181)
38,718
(49,781)
9,780
315,344
$
720,302
$
(45,583)
$
47,146
$
$
(54,153)
$
21,340
$
689,120
$
5,511
$
$
$
$
$
$
6,129
3,206
3,224
(26)
$
8,805
$
$
$
$
$
$
9,415
[1]
Modifications
A
modification
constitutes
a
change
in
loan
terms
in
the
form
of
forgiveness,
an
rate
reduction,
other
than-
insignificant payment delay, term extension or combination of the above made
to a borrower experiencing financial difficulty.
The amount of outstanding commitments to lend additional funds to debtors with financial difficulties owing receivables whose terms
have
been
31,
and
March
31,
to
$
4.2
million
and
$
7.0
respectively, related to the commercial loan portfolios.
The following tables show the amortized cost basis of the loans modified to borrowers experiencing financial difficulties at the end of
the reporting period disaggregated by class of financing receivable
and type of concession granted for the quarters ended March
31,
and
March
31,
Loans
to
under
difficulties
that
were
fully
paid
down,
charged-off
or
foreclosed upon by period end are not reported.
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the quarter ended March 31,2024
Interest Rate Reduction
BPPR
31,2024
31,2024
31,2024
$
0.01
%
$
%
$
0.01
%
0.01
%
%
0.01
%
0.01
%
%
0.01
%
Total
$
%
$
%
$
%
Term Extension
BPPR
31,2024
31,2024
31,2024
$
36,718
1.23
%
$
%
$
36,718
0.73
%
16,366
1.15
%
%
16,366
0.52
%
2,494
0.05
%
%
2,494
0.04
%
12,979
0.20
%
%
12,979
0.17
%
0.01
%
%
0.01
%
Total
$
68,756
0.28
%
$
%
$
68,761
0.20
%
Other-Than-Insignificant Payment Delays
BPPR
31,2024
31,2024
31,2024
$
10,312
0.72
%
$
%
$
10,312
0.33
%
5,920
0.12
%
%
5,920
0.08
%
Total
$
16,232
0.07
%
$
%
$
16,232
0.05
%
Combination - Term extension
and Interest Rate Reduction
BPPR
31,2024
31,2024
31,2024
$
0.03
%
$
%
$
0.02
%
%
%
%
3,422
0.05
%
%
3,460
0.04
%
1,056
0.06
%
0.10
%
1,201
0.06
%
Total
$
5,470
0.02
%
$
%
$
5,653
0.02
%
Combination -
Other-Than-Insignificant Payment Delays and Interest Rate
Reduction
31,2024
31,2024
31,2024
$
%
$
%
$
%
0.03
%
%
0.03
%
Total
$
%
$
%
$
%
Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the quarter ended March 31,2023
Interest Rate Reduction
BPPR
31,2023
31,2023
31,2023
$
%
$
%
$
%
0.05
%
%
0.05
%
0.01
%
%
0.01
%
Other
%
%
%
Total
$
%
$
%
$
%
Term Extension
BPPR
31,2023
31,2023
31,2023
$
1,754
0.12
%
$
%
$
1,754
0.06
%
3,705
0.09
%
%
3,705
0.06
%
%
3,518
0.65
%
3,518
0.50
%
14,521
0.24
%
1,853
0.14
%
16,374
0.22
%
%
0.02
%
%
Total
$
20,006
0.09
%
$
5,425
0.06
%
$
25,431
0.08
%
Other-Than-Insignificant Payment Delays
BPPR
31,2023
31,2023
31,2023
$
1,751
0.06
%
$
%
$
1,751
0.04
%
13,156
0.88
%
13,744
0.90
%
26,900
0.89
%
1,411
0.04
%
0.04
%
2,275
0.04
%
Other
0.03
%
%
0.02
%
Total
$
16,351
0.07
%
$
14,608
0.15
%
$
30,959
0.10
%
Combination - Term extension
and Interest Rate Reduction
BPPR
31,2023
31,2023
31,2023
$
0.01
%
$
%
$
%
10,473
0.17
%
0.03
%
10,801
0.15
%
0.03
%
%
0.02
%
Auto
%
%
%
Total
$
11,025
0.05
%
$
%
$
11,353
0.04
%
The following tables describe the financial effect of the
modifications made to borrowers experiencing
financial difficulties:
Interest rate reduction
10.13
% to
8.25
%.
25.53
% to
9.83
%.
5.88
% to
4.5
0%.
21.05
% to
6.23
%.
18.06
% to
9.68
%.
Term extension
year to the life of loans.
Other than insignificant payment delay
Interest rate reduction
6.00
% to
5.25
%.
5.69
% to
4.17
%.
17.76
% to
4.47
%.
16.97
% to
9.11
%.
Auto
12.64
% to
12.62
%.
Other
17.99
% to
%.
Term extension
Auto
Other than insignificant payment delay
Other
The following tables present, by class, the performance of loans that have been modified during the twelve months preceding March
31,
The
past
due
days
or
more
categories
all
loans
as
non-accruing
at
the
time
of
the
modification. These
loans will
continue in
non-accrual status,
and presented
as past
due 90
days or
more, until
the borrower
has
demonstrated a willingness and
ability to make
the restructured loan payments
(at least six
months of sustained
performance after
the modification
or one
year for
loans providing
for quarterly
or semi-annual
payments) and
management has
concluded that
it is
probable that the borrower would not be in payment
default in the foreseeable future.
BPPR
due
Current
Total
Default
Without
$
$
$
$
$
$
$
$
3,278
2,918
6,375
60,491
66,866
2,918
1,969
2,780
189,327
192,107
1,432
16,492
17,118
32,511
49,629
2,774
13,718
5,970
3,954
23,151
33,075
49,225
82,300
3,525
19,626
1,017
1,397
1,058
1,205
3,071
4,276
1,007
Auto
Other
Total
$
7,754
$
7,368
$
45,889
$
61,011
$
335,716
$
396,727
$
7,046
$
38,843
due
Current
Total
Default
Without
$
$
$
$
$
57,550
$
57,550
$
$
3,403
3,727
Total
$
$
$
$
$
61,077
$
61,561
$
$
due
Current
Total
Default
Without
$
$
$
$
$
$
$
$
3,278
2,918
6,375
60,491
66,866
2,918
1,969
2,780
246,877
249,657
1,432
16,492
17,118
32,511
49,629
2,774
13,718
5,970
3,954
23,475
33,399
52,628
86,027
3,525
19,950
1,017
1,397
1,218
1,365
3,195
4,560
1,167
Auto
Other
Total
$
7,754
$
7,368
$
46,373
$
61,495
$
396,793
$
458,288
$
7,046
$
39,327
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
charged-off, whichever occurs first. The recorded inve
stment as of period end is inclusive of all partial
paydowns and charge-offs since the modification
The following tables present, by class, the performance
of loans that have been modified during the quarter
ended March 31, 2023.
BPPR
due
Current
Total
Default
Without
$
$
$
$
$
1,751
$
1,751
$
$
1,803
1,803
13,208
15,011
1,594
4,974
5,116
1,202
7,518
8,900
16,321
25,221
7,518
Auto
Other
Total
$
1,229
$
$
9,824
$
11,279
$
37,002
$
48,281
$
$
9,491
due
Current
Total
Default
Without
$
$
$
$
$
13,744
$
13,744
$
$
3,518
3,518
2,077
2,181
Total
$
$
$
$
$
20,203
$
20,361
$
$
due
Current
Total
Default
Without
$
$
$
$
$
1,751
$
1,751
$
$
1,803
1,803
26,952
28,755
1,594
5,838
5,980
3,518
3,518
1,202
7,622
9,004
18,398
27,402
7,622
Auto
Other
Total
$
1,229
$
$
9,982
$
11,437
$
57,205
$
68,642
$
$
9,649
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
charged-off, whichever occurs first. The recorded inve
stment as of period end is inclusive of all partial
paydowns and charge-offs since the modification
Payment
default
is
defined
as
a
restructured
loan
becoming
days
past
due
after
being
modified,
foreclosed
or
charged-off,
whichever occurs
first. During
31,2024, the
of
loans modified
for borrowers
under
financial difficulties that were subject to payment default and that had been modified during the
twelve months preceding the default
date was $
million. The amount was not considered material
for the quarter ended March 31, 2023.
For the quarter ended March 31,2024, extension of maturity and the combination of interest rate reduction and extension of maturity
to
$
million
and
$
of
the
of
loans modified
for borrowers
under financial
difficulties that were subject to payment default during
the year preceding the default date.
Credit Quality
The risk
rating system
provides for
the assignment
of ratings
at the
obligor level
condition of
the borrower.
The
risk rating
analysis process
is
performed at
least
once a
year
or more
frequently if
events or
conditions change
which may
deteriorate the credit quality.
In the case of
consumer and mortgage loans, these
loans are classified considering their
status at the end of the reporting period.
The following tables present the amortized cost basis, net of unearned income, of
loans held-in-portfolio based on the Corporation’s
assignment
of
obligor
risk
ratings
as
defined
at
March
31,
and
31,
and
the
gross
by
vintage year. For
the definitions of the obligor risk ratings,
refer to the Credit Quality section of
Note 9 to the Consolidated Financial
Statements included in the 2023 Form 10-K:
Loans
Loans
Prior
Years
Total
BPPR
Pass
$
41,585
$
37,808
$
138,013
$
21,271
$
20,401
$
28,387
$
$
$
287,465
Watch
6,112
6,112
4,743
5,297
4,777
4,777
$
41,585
$
37,808
$
138,567
$
21,271
$
20,401
$
44,019
$
$
$
303,651
Pass
$
24,000
$
308,584
$
854,075
$
558,216
$
356,421
$
594,172
$
3,896
$
$
2,699,364
Watch
2,590
5,144
21,840
39,832
70,133
42,111
6,879
24,626
73,034
146,650
1,011
1,260
2,164
71,074
4,650
80,338
$
24,000
$
354,296
$
862,941
$
588,165
$
380,425
$
778,112
$
8,546
$
$
2,996,485
Pass
$
56,699
$
94,564
$
154,134
$
224,909
$
49,919
$
369,657
$
8,083
$
$
957,965
Watch
1,965
44,450
9,048
4,556
61,509
1,003
122,780
21,683
20,611
1,101
41,356
85,693
1,238
15,848
4,962
142,903
80,416
14,017
259,545
$
57,109
$
98,709
$
236,115
$
259,530
$
198,479
$
553,047
$
23,103
$
$
1,426,092
$
$
$
$
$
$
2,785
$
$
$
2,785
Pass
$
142,966
$
975,917
$
627,072
$
339,891
$
236,641
$
368,158
$
1,202,822
$
$
3,893,467
Watch
4,012
66,951
55,844
162,005
3,730
77,782
216,159
586,483
5,472
36,829
2,867
41,837
73,721
161,409
1,051
2,182
8,570
15,962
31,756
43,282
103,221
Loss
$
147,819
$
1,049,391
$
721,927
$
510,726
$
259,254
$
519,565
$
1,536,441
$
$
4,745,123
$
$
$
$
$
$
5,131
$
1,332
$
$
6,669
Pass
$
$
29,488
$
24,618
$
19,243
$
10,696
$
1,766
$
37,970
$
$
123,781
Watch
17,187
11,801
$
8,917
37,905
1,038
1,038
$
$
29,488
$
41,805
$
32,082
$
10,696
$
1,766
$
46,887
$
$
162,724
Pass
$
192,679
$
759,057
$
432,327
$
415,791
$
255,350
$
4,355,912
$
$
$
6,411,116
1,181
70,206
72,435
$
192,679
$
760,238
$
432,646
$
416,170
$
255,700
$
4,426,118
$
$
$
6,483,551
$
$
$
$
$
$
$
$
$
Loans
Loans
Prior
Years
Total
BPPR
Leasing
Pass
$
210,843
$
570,183
$
456,718
$
287,444
$
148,154
$
84,804
$
$
$
1,758,146
1,980
2,580
1,129
7,169
Loss
$
210,843
$
571,166
$
458,698
$
290,024
$
148,732
$
85,950
$
$
$
$
$
1,071
$
1,966
$
1,082
$
$
$
$
$
4,850
Pass
$
$
$
$
$
$
$
1,118,278
$
$
1,118,278
23,837
23,837
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
16,396
$
$
16,396
HELOCs
Pass
$
$
$
$
$
$
$
2,562
$
$
2,562
$
$
$
$
$
$
$
2,569
$
$
2,569
$
$
$
$
$
$
$
$
$
Pass
$
200,218
$
745,798
$
417,333
$
158,860
$
48,662
$
134,930
$
$
21,077
$
1,726,878
2,864
4,243
1,551
9,452
1,033
19,615
$
200,218
$
748,662
$
421,576
$
160,411
$
49,134
$
144,382
$
$
22,110
$
1,746,493
$
$
6,810
$
11,488
$
3,295
$
$
1,403
$
$
$
24,349
Auto
Pass
$
342,983
$
1,145,262
$
840,316
$
654,624
$
366,598
$
307,952
$
$
$
3,657,735
9,989
12,762
10,704
7,415
8,008
48,997
Loss
$
343,102
$
1,155,319
$
853,105
$
665,347
$
374,013
$
315,968
$
$
$
$
$
9,028
$
5,738
$
3,008
$
1,521
$
$
$
$
20,167
Pass
$
8,302
$
35,338
$
22,941
$
13,787
$
5,252
$
5,716
$
61,379
$
$
152,715
Loss
$
8,302
$
35,582
$
22,965
$
13,787
$
5,296
$
6,060
$
61,686
$
$
153,678
$
$
$
$
$
$
$
$
$
$
1,225,657
$
4,840,659
$
4,190,345
$
2,957,513
$
1,702,130
$
6,874,987
$
2,821,368
$
22,110
$
24,634,769
Loans
Loans
Prior
Years
Total
Pass
$
$
165,837
$
436,312
$
341,089
$
165,978
$
592,171
$
5,334
$
$
1,706,755
Watch
101,958
19,914
67,303
149,375
338,550
2,192
3,050
32,629
32,629
$
$
165,837
$
538,270
$
361,861
$
233,281
$
776,367
$
5,334
$
$
2,080,984
$
$
$
$
$
$
$
$
$
Pass
$
6,741
$
396,376
$
493,557
$
168,986
$
214,339
$
503,436
$
11,254
$
$
1,794,689
Watch
17,023
33,260
29,093
94,339
173,715
2,406
64,664
67,070
2,708
2,790
7,995
11,607
25,100
$
6,741
$
396,376
$
513,288
$
207,442
$
251,427
$
674,046
$
11,254
$
$
2,060,574
Pass
$
36,651
$
302,989
$
245,911
$
225,998
$
57,688
$
250,846
$
4,951
$
$
1,125,034
Watch
38,795
27,687
51,281
102,480
3,972
224,215
34,633
131,309
4,922
11,152
182,016
28,593
2,413
129,481
160,487
$
36,651
$
302,989
$
347,932
$
387,407
$
113,891
$
493,959
$
8,923
$
$
1,691,752
Pass
$
41,163
$
218,204
$
301,833
$
337,350
$
249,043
$
511,963
$
310,873
$
$
1,970,429
Watch
39,927
46,133
57,607
112,073
20,338
276,287
6,065
14,865
22,482
1,057
2,779
2,214
3,639
11,162
$
42,102
$
219,641
$
348,252
$
384,517
$
309,450
$
626,683
$
349,715
$
$
2,280,360
$
$
$
$
$
$
$
$
$
Pass
$
17,234
$
348,577
$
230,756
$
82,615
$
$
38,754
$
15,733
$
$
733,669
Watch
31,690
14,210
8,118
54,018
2,168
13,466
15,634
8,825
34,433
43,258
$
17,234
$
350,745
$
275,912
$
105,650
$
$
46,872
$
50,166
$
$
846,579
Pass
$
23,480
$
93,943
$
225,010
$
283,981
$
230,999
$
414,626
$
$
$
1,272,039
27,192
28,072
$
23,480
$
93,943
$
225,245
$
283,981
$
231,644
$
441,818
$
$
$
1,300,111
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
6,878
$
40,955
$
12,329
$
60,162
1,816
1,280
3,096
Loss
$
$
$
$
$
$
8,793
$
40,955
$
14,400
$
64,148
$
$
$
$
$
$
$
$
$
Pass
$
8,545
$
36,778
$
78,649
$
18,867
$
2,167
$
3,441
$
$
$
148,447
2,069
Loss
$
8,545
$
37,284
$
79,605
$
19,068
$
2,207
$
3,808
$
$
$
150,517
$
$
$
3,701
$
$
$
$
$
$
5,712
Pass
$
$
$
$
$
$
$
8,908
$
$
8,926
Loss
$
$
$
$
$
$
$
8,909
$
$
8,927
$
$
$
$
$
$
$
$
$
$
134,805
$
1,566,815
$
2,328,504
$
1,749,926
$
1,141,900
$
3,072,346
$
475,273
$
14,400
$
10,483,969
Loans
Loans
Prior
Years
Total
Pass
$
41,619
$
203,645
$
574,325
$
362,360
$
186,379
$
620,558
$
5,334
$
$
1,994,220
Watch
101,958
19,914
67,303
155,487
344,662
6,935
8,347
37,406
37,406
$
41,619
$
203,645
$
676,837
$
383,132
$
253,682
$
820,386
$
5,334
$
$
$
$
$
$
$
$
$
$
$
Pass
$
30,741
$
704,960
$
1,347,632
$
727,202
$
570,760
$
1,097,608
$
15,150
$
$
4,494,053
Watch
2,590
17,750
38,404
50,933
134,171
243,848
42,111
6,879
27,032
137,698
213,720
1,011
3,968
2,969
10,159
82,681
4,650
105,438
$
30,741
$
750,672
$
1,376,229
$
795,607
$
631,852
$
1,452,158
$
19,800
$
$
Pass
$
93,350
$
397,553
$
400,045
$
450,907
$
107,607
$
620,503
$
13,034
$
$
2,082,999
Watch
1,965
83,245
36,735
55,837
163,989
4,975
346,995
56,316
151,920
6,023
52,508
267,709
1,238
44,441
7,375
142,903
209,897
14,017
420,032
$
93,760
$
401,698
$
584,047
$
646,937
$
312,370
$
1,047,006
$
32,026
$
$
$
$
$
$
$
$
2,785
$
$
$
2,785
Pass
$
184,129
$
1,194,121
$
928,905
$
677,241
$
485,684
$
880,121
$
1,513,695
$
$
5,863,896
Watch
4,037
67,135
95,771
$
208,138
$
61,337
$
189,855
$
236,497
$
$
862,770
5,668
42,894
1,162
2,888
42,270
88,586
183,891
1,332
2,108
2,609
8,702
18,741
33,970
46,921
114,383
Loss
$
189,921
$
1,269,032
$
1,070,179
$
895,243
$
568,704
$
1,146,248
$
1,886,156
$
$
$
$
$
$
$
$
5,175
$
1,385
$
$
7,233
Loans
Loans
Prior
Years
Total
Pass
$
17,234
$
378,065
$
255,374
$
101,858
$
10,696
$
40,520
$
53,703
$
$
857,450
Watch
48,877
26,011
8,118
8,917
91,923
2,168
13,466
1,038
16,672
8,825
34,433
43,258
$
17,234
$
380,233
$
317,717
$
137,732
$
10,696
$
48,638
$
97,053
$
$
Pass
$
216,159
$
853,000
$
657,337
$
699,772
$
486,349
$
4,770,538
$
$
$
7,683,155
1,181
97,398
100,507
$
216,159
$
854,181
$
657,891
$
700,151
$
487,344
$
4,867,936
$
$
$
$
$
$
$
$
$
$
$
$
Leasing
Pass
$
210,843
$
570,183
$
456,718
$
287,444
$
148,154
$
84,804
$
$
$
1,758,146
1,980
2,580
1,129
7,169
Loss
$
210,843
$
571,166
$
458,698
$
290,024
$
148,732
$
85,950
$
$
$
$
$
1,071
$
1,966
$
1,082
$
$
$
$
$
4,850
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
1,118,295
$
$
1,118,295
23,837
23,837
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
16,396
$
$
16,396
HELOCs
Pass
$
$
$
$
$
$
6,878
$
43,517
$
12,329
$
62,724
1,816
1,280
3,103
Loss
$
$
$
$
$
$
8,793
$
43,524
$
14,400
$
66,717
$
$
$
$
$
$
$
$
$
Pass
$
208,763
$
782,576
$
495,982
$
177,727
$
50,829
$
138,371
$
$
21,077
$
1,875,325
3,370
5,199
1,752
9,818
1,033
21,684
Loss
$
208,763
$
785,946
$
501,181
$
179,479
$
51,341
$
148,190
$
$
22,110
$
$
$
7,355
$
15,189
$
4,168
$
$
1,934
$
$
$
30,061
Auto
Pass
$
342,983
$
1,145,262
$
840,316
$
654,624
$
366,598
$
307,952
$
$
$
3,657,735
9,989
12,762
10,704
7,415
8,008
48,997
Loss
$
343,102
$
1,155,319
$
853,105
$
665,347
$
374,013
$
315,968
$
$
$
$
$
9,028
$
5,738
$
3,008
$
1,521
$
$
$
$
20,167
Pass
$
8,320
$
35,338
$
22,941
$
13,787
$
5,252
$
5,716
$
70,287
$
$
161,641
Loss
$
8,320
$
35,582
$
22,965
$
13,787
$
5,296
$
6,060
$
70,595
$
$
162,605
$
$
$
$
$
$
$
$
$
Total Popular Inc.
$
1,360,462
$
6,407,474
$
6,518,849
$
4,707,439
$
2,844,030
$
9,947,333
$
3,296,641
$
36,510
$
Loans
Loans
Prior
Years
Total
BPPR
Pass
$
37,976
$
138,619
$
21,334
$
20,487
$
32,554
$
24,248
$
$
$
275,524
Watch
1,068
5,179
6,247
4,780
5,339
4,832
4,832
$
37,976
$
139,178
$
21,334
$
20,487
$
33,622
$
39,039
$
$
$
291,942
Pass
$
305,243
$
871,191
$
560,785
$
359,853
$
41,262
$
563,794
$
7,042
$
$
2,709,170
Watch
1,959
5,205
22,211
5,938
27,015
63,210
43,020
5,413
24,730
15,843
68,368
157,374
1,016
1,307
2,231
53,729
12,968
4,069
75,500
$
351,238
$
878,793
$
590,900
$
384,295
$
116,772
$
672,145
$
11,111
$
$
3,005,254
$
$
$
$
$
$
$
$
$
1,130
Pass
$
92,234
$
155,819
$
227,246
$
51,038
$
24,184
$
357,429
$
9,146
$
$
917,096
Watch
2,947
45,106
9,913
4,285
5,017
62,217
1,000
130,485
16,860
20,741
1,462
44,069
84,019
1,316
15,710
5,080
143,696
87,383
12,617
266,647
$
96,497
$
233,495
$
262,980
$
200,481
$
30,933
$
551,234
$
22,763
$
$
1,398,383
$
$
$
$
$
$
4,432
$
$
$
4,437
Pass
$
1,109,898
$
634,401
$
511,912
$
241,452
$
123,458
$
258,872
$
1,343,885
$
$
4,223,878
Watch
28,841
95,785
6,111
4,043
15,560
65,360
182,756
398,456
6,401
3,269
3,200
2,088
41,289
9,410
65,933
1,760
8,644
22,065
1,922
32,087
40,670
107,879
$
1,145,871
$
735,215
$
526,943
$
270,814
$
143,028
$
397,634
$
1,576,721
$
$
4,796,226
$
$
$
$
$
$
1,086
$
4,468
$
$
7,739
Pass
$
26,662
$
24,462
$
27,364
$
10,758
$
1,944
$
1,049
$
38,720
$
$
130,959
Watch
16,546
5,458
9,506
31,510
1,009
1,010
6,378
6,378
$
26,662
$
47,386
$
33,831
$
10,758
$
1,944
$
1,049
$
48,227
$
$
169,857
$
$
2,611
$
$
$
$
$
$
$
2,611
Pass
$
751,532
$
439,373
$
421,297
$
259,412
$
164,438
$
4,280,509
$
$
$
6,316,561
$
$
$
$
$
2,606
$
71,893
$
$
$
75,263
$
751,628
$
439,534
$
421,459
$
259,757
$
167,044
$
4,352,402
$
$
$
6,391,824
$
$
$
$
$
$
1,638
$
$
$
1,638
Loans
Loans
Prior
Years
Total
BPPR
Leasing
Pass
$
647,659
$
488,506
$
313,133
$
163,189
$
88,983
$
21,706
$
$
$
1,723,176
2,516
3,053
8,616
Loss
$
648,465
$
491,022
$
316,186
$
164,095
$
89,801
$
22,240
$
$
$
$
1,065
$
4,424
$
2,878
$
$
$
$
$
$
10,879
Pass
$
$
$
$
$
$
$
1,112,447
$
$
1,112,447
23,259
23,259
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
41,007
$
$
41,007
HELOCs
Pass
$
$
$
$
$
$
$
2,622
$
$
2,622
$
$
$
$
$
$
$
2,648
$
$
2,648
$
$
$
$
$
$
$
$
$
Pass
$
859,434
$
480,771
$
181,483
$
57,227
$
58,849
$
96,956
$
$
22,034
$
1,756,754
1,815
4,985
1,939
8,322
1,006
19,493
Loss
$
861,249
$
485,756
$
183,436
$
57,720
$
59,794
$
105,315
$
$
23,040
$
1,776,310
$
4,458
$
35,915
$
18,076
$
4,210
$
4,891
$
2,952
$
$
1,475
$
71,977
Auto
Pass
$
1,210,622
$
899,797
$
711,439
$
405,768
$
260,355
$
120,318
$
$
$
3,608,299
6,980
14,049
11,916
9,157
7,051
3,199
52,352
Loss
$
1,217,611
$
913,890
$
723,400
$
414,941
$
267,415
$
123,523
$
$
$
$
10,170
$
23,849
$
11,820
$
5,914
$
3,553
$
$
$
$
55,306
Pass
$
36,144
$
24,238
$
14,942
$
5,618
$
3,433
$
2,753
$
61,796
$
$
148,924
Loss
$
36,388
$
24,263
$
15,079
$
5,691
$
3,449
$
3,247
$
62,045
$
$
150,162
$
$
$
$
$
$
11,876
$
$
$
12,454
$
5,173,585
$
4,388,532
$
3,095,548
$
1,789,039
$
913,802
$
6,267,828
$
2,859,549
$
23,040
$
24,510,923
Loans
Loans
Prior
Years
Total
Pass
$
166,410
$
417,169
$
326,047
$
164,887
$
182,528
$
410,836
$
5,112
$
$
1,672,989
Watch
116,794
39,319
71,237
93,239
98,365
418,954
1,171
3,377
5,410
5,545
20,780
26,325
$
166,410
$
533,963
$
366,228
$
237,295
$
281,312
$
533,358
$
5,112
$
$
2,123,678
Pass
$
396,712
$
490,316
$
170,074
$
201,225
$
86,595
$
394,455
$
6,086
$
$
1,745,463
Watch
39,721
38,713
43,705
39,908
91,922
4,557
258,526
1,327
63,365
64,692
8,054
1,702
3,730
13,486
$
396,712
$
530,037
$
208,787
$
252,984
$
129,532
$
553,472
$
10,643
$
$
2,082,167
$
$
$
$
$
$
$
$
$
Pass
$
303,202
$
278,380
$
226,289
$
58,505
$
47,083
$
204,888
$
9,753
$
$
1,128,100
Watch
69,894
84,218
53,066
14,057
98,502
1,905
321,642
77,912
4,955
6,074
11,224
100,165
2,430
21,763
107,675
132,345
$
303,202
$
348,751
$
390,849
$
116,526
$
88,977
$
422,289
$
11,658
$
$
1,682,252
$
$
$
$
$
$
1,395
$
$
$
1,395
Loans
Loans
Prior
Years
Total
Pass
$
196,959
$
278,238
$
346,428
$
268,835
$
148,502
$
379,635
$
414,883
$
$
2,033,480
Watch
37,022
47,299
44,939
23,493
93,299
32,497
278,747
1,021
8,674
11,012
1,152
1,841
1,517
6,656
$
198,001
$
316,777
$
394,900
$
314,956
$
172,876
$
474,814
$
457,571
$
$
2,329,895
$
$
$
1,994
$
$
1,320
$
$
$
$
3,875
Pass
$
280,188
$
251,627
$
89,450
$
14,733
$
25,254
$
$
$
$
661,252
Watch
22,867
12,869
21,896
58,414
2,120
13,151
15,271
13,997
3,895
36,593
54,486
$
282,308
$
287,646
$
116,316
$
18,628
$
47,150
$
37,375
$
$
$
789,423
Pass
$
99,296
$
229,720
$
288,767
$
233,805
$
177,245
$
264,069
$
$
$
1,292,902
2,102
8,208
11,191
$
99,296
$
229,955
$
288,767
$
234,451
$
179,347
$
272,277
$
$
$
1,304,093
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
7,394
$
39,925
$
12,253
$
59,572
1,849
2,815
Loss
$
$
$
$
$
$
9,342
$
39,925
$
14,038
$
63,305
$
$
$
$
$
$
$
$
$
Pass
$
41,016
$
93,759
$
23,325
$
2,993
$
3,597
$
1,441
$
$
$
166,131
1,630
2,675
Loss
$
41,349
$
95,389
$
23,650
$
3,043
$
3,724
$
1,782
$
$
$
168,937
$
$
13,136
$
4,450
$
$
$
$
$
$
19,971
Pass
$
$
$
$
$
$
$
10,259
$
$
10,278
$
$
$
$
$
$
$
10,260
$
$
10,279
$
$
$
$
$
$
$
$
$
$
1,487,297
$
2,342,518
$
1,789,497
$
1,177,883
$
902,918
$
2,304,709
$
535,188
$
14,038
$
10,554,048
Loans
Loans
Prior
Years
Total
Pass
$
204,386
$
555,788
$
347,381
$
185,374
$
215,082
$
435,084
$
5,418
$
$
1,948,513
Watch
116,794
39,319
71,237
94,307
103,544
425,201
1,171
8,157
10,749
5,545
25,612
31,157
$
204,386
$
673,141
$
387,562
$
257,782
$
314,934
$
572,397
$
5,418
$
$
Pass
$
701,955
$
1,361,507
$
730,859
$
561,078
$
127,857
$
958,249
$
13,128
$
$
4,454,633
Watch
1,959
40,603
43,918
65,916
45,846
118,937
4,557
321,736
43,020
5,413
24,730
17,170
131,733
222,066
1,016
1,307
10,285
55,431
16,698
4,069
88,986
$
747,950
$
1,408,830
$
799,687
$
637,279
$
246,304
$
1,225,617
$
21,754
$
$
$
$
$
$
$
$
$
$
$
1,323
Pass
$
395,436
$
434,199
$
453,535
$
109,543
$
71,267
$
562,317
$
18,899
$
$
2,045,196
Watch
2,947
115,000
94,131
57,351
19,074
160,719
2,905
452,127
16,860
98,653
6,417
6,961
55,293
184,184
1,316
16,187
7,510
143,696
22,608
195,058
12,617
398,992
$
399,699
$
582,246
$
653,829
$
317,007
$
119,910
$
973,523
$
34,421
$
$
$
$
$
$
$
$
5,827
$
$
$
5,832
Pass
$
1,306,857
$
912,639
$
858,340
$
510,287
$
271,960
$
638,507
$
1,758,768
$
$
6,257,358
Watch
29,039
132,807
53,410
48,982
39,053
158,659
215,253
677,203
6,609
4,158
1,297
3,230
2,239
41,328
18,084
76,945
1,367
2,388
8,796
23,217
2,652
33,928
42,187
114,535
$
1,343,872
$
1,051,992
$
921,843
$
585,770
$
315,904
$
872,448
$
2,034,292
$
$
$
1,143
$
$
2,209
$
$
1,875
$
1,086
$
4,517
$
$
11,614
Loans
Loans
Prior
Years
Total
Pass
$
306,850
$
276,089
$
116,814
$
25,491
$
27,198
$
1,049
$
38,720
$
$
792,211
Watch
39,413
18,327
21,896
9,506
89,924
2,120
13,151
1,009
16,281
6,379
13,997
3,895
36,593
60,864
$
308,970
$
335,032
$
150,147
$
29,386
$
49,094
$
38,424
$
48,227
$
$
959,280
$
$
2,611
$
$
$
$
$
$
$
2,611
Pass
$
850,828
$
669,093
$
710,064
$
493,217
$
341,683
$
4,544,578
$
$
$
7,609,463
4,708
80,101
86,454
$
850,924
$
669,489
$
710,226
$
494,208
$
346,391
$
4,624,679
$
$
$
$
$
$
$
$
$
1,638
$
$
$
1,638
Leasing
Pass
$
647,659
$
488,506
$
313,133
$
163,189
$
88,983
$
21,706
$
$
$
1,723,176
2,516
3,053
8,616
Loss
$
648,465
$
491,022
$
316,186
$
164,095
$
89,801
$
22,240
$
$
$
$
1,065
$
4,424
$
2,878
$
$
$
$
$
$
10,879
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
1,112,466
$
$
1,112,466
23,259
23,259
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
41,008
$
$
41,008
HELOCs
Pass
$
$
$
$
$
$
7,394
$
42,547
$
12,253
$
62,194
1,849
2,841
Loss
$
$
$
$
$
$
9,342
$
42,573
$
14,038
$
65,953
$
$
$
$
$
$
$
$
$
Pass
$
900,450
$
574,530
$
204,808
$
60,220
$
62,446
$
98,397
$
$
22,034
$
1,922,885
2,148
6,615
2,264
1,059
8,533
1,006
22,168
Loss
$
$
$
$
$
$
$
$
$
$
902,598
$
581,145
$
207,086
$
60,763
$
63,518
$
107,097
$
$
23,040
$
$
5,193
$
49,051
$
22,526
$
4,828
$
5,763
$
3,112
$
$
1,475
$
91,948
Auto
Pass
$
1,210,622
$
899,797
$
711,439
$
405,768
$
260,355
$
120,318
$
$
$
3,608,299
6,980
14,049
11,916
9,157
7,051
3,199
52,352
Loss
$
1,217,611
$
913,890
$
723,400
$
414,941
$
267,415
$
123,523
$
$
$
$
10,170
$
23,849
$
11,820
$
5,914
$
3,553
$
$
$
$
55,306
Pass
$
36,163
$
24,238
$
14,942
$
5,618
$
3,433
$
2,753
$
72,055
$
$
159,202
Loss
$
36,407
$
24,263
$
15,079
$
5,691
$
3,449
$
3,247
$
72,305
$
$
160,441
$
$
$
$
$
$
11,876
$
$
$
12,625
Total Popular Inc.
$
6,660,882
$
6,731,050
$
4,885,045
$
2,966,922
$
1,816,720
$
8,572,537
$
3,394,737
$
37,078
$
Note 9 – Mortgage banking activities
Income
from
banking
fees
earned
in
with
administering
loans
and
on
rights.
It
also
gain
on
sales
and
securitizations
of
loans, losses
on repurchased
loans, including
interest advances,
and trading
gains and
losses on
derivative
used
to
hedge
the
securitization
activities.
In
fair
value
to
mortgage loans held for sale, if any, are recorded as part of the mortgage
banking activities.
The following table presents the components of mortgage
banking activities:
Mortgage servicing fees, net of fair value adjustments:
Mortgage servicing fees
$
7,751
$
8,689
Mortgage servicing rights fair value adjustments
(3,439)
(1,376)
servicing fees, net of fair value adjustments
4,312
7,313
Net gain on sale of loans, including valuation on loans
held-for-sale
Trading account profit (loss):
Unrealized gains (loss) on outstanding derivative positions
(131)
Realized gains on closed derivative positions
profit (loss)
(75)
Losses on repurchased loans, including interest advances
(130)
(101)
banking activities
$
4,360
$
7,400
Note 10 – Transfers of financial assets and mortgage servicing assets
The
typically
conforming
loans
in
conjunction
with
GNMA,
FNMA
and
FHLMC
securitization transactions
whereby the
loans are
exchanged for
cash or
securities and
servicing rights.
As seller,
has made
certain representations
and warranties
with respect
to the
originally transferred
loans and,
in the
past,
has sold
certain
loans
with
credit
to
a
government-sponsored
entity,
namely
FNMA.
Refer
to
Note
to
the
Statements for a description of such arrangements.
No
liabilities were incurred as a result of these securitizations during the quarters ended March 31, 2024 and 2023 because they did
not contain
any credit
recourse arrangements. The
securitizations completed by
quarters ended
March
31, 2024 and 2023 were completed without credit
recourse.
The
following tables
present the
initial fair
the
assets obtained
as
loans securitized
during the quarters ended March 31, 2024 and
2023:
Proceeds Obtained During the Quarter Ended March
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
1,100
$
$
1,100
Mortgage-backed securities - FNMA
1,105
1,105
$
$
2,205
$
$
2,205
$
$
$
$
Total
$
$
2,205
$
$
2,250
Proceeds Obtained During the Quarter Ended March
Level 1
Level 2
Level 3
Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA
$
$
1,067
$
$
1,067
Mortgage-backed securities - FNMA
9,899
9,899
$
$
10,966
$
$
10,966
$
$
$
$
Total
$
$
10,966
$
$
11,244
During the quarter ended March 31, 2024, the Corporation retained servicing rights on whole loan sales involving approximately $
million in principal
balance outstanding (March 31,
million), with net
realized gains of approximately
$
0.2
gains of $
0.2
million). All loan
sales performed during the
quarters ended March 31,
2024 and 2023
were without credit
recourse agreements.
The Corporation recognizes as assets the rights to service loans for others,
whether these rights are purchased or result from asset
transfers such as sales and securitizations. These mortgage
servicing rights (“MSRs”) are measured at fair
value.
The
uses
a
discounted
cash
flow
model
to
the
fair
value
of
MSRs.
The
discounted
cash
flow
model
incorporates
that
market
participants
would
use
in
estimating
future
net
income,
estimates
of
prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late
fees, among other considerations. Prepayment speeds are
adjusted for the loans’ characteristics and portfolio behavior.
the changes
in MSRs
measured using
value method
for the
quarters ended
Residential MSRs
Fair value at beginning of period
$
118,109
$
128,350
Changes due to payments on loans
[1]
(2,100)
(2,422)
Reduction due to loan repurchases
(137)
(240)
Changes in fair value due to changes in valuation model inputs
or assumptions
(1,202)
1,286
Fair value at end of period
[2]
$
114,964
$
127,475
[1] Represents changes due to collection / realization of expected cash flows over time.
[2] At March 31, 2024, PB had MSRs amounting to $
.0 million (March 31, 2023 - $
2.0
Residential mortgage loans serviced for others were
$
9.7
billion at March 31, 2024 (December 31, 2023
- $
9.9
Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the
changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows.
subsidiaries receive servicing
fees based
on a
percentage of the
outstanding loan balance.
These servicing fees
are
credited to income
when they are
collected. As of
weighted average mortgage
servicing fees were
0.32
% (March
0.31
%). Under these servicing agreements, the banking
subsidiaries do not generally earn significant prepayment
penalty
fees on the underlying loans serviced.
The section
below includes
assumptions used
in the
valuation model
of the
MSRs, originated
and purchased.
Key
economic assumptions used
in measuring the
servicing rights derived
from loans securitized
or sold by
the Corporation during
the
quarters ended March 31, 2024 and 2023 were
as follows:
BPPR
PB
BPPR
PB
6.1
%
6.0
%
6.7
%
7.3
%
Weighted average life (in years)
9.6
8.8
8.9
8.0
Discount rate (annual rate)
9.5
%
12.5
%
9.5
%
10.5
%
Key
used
to
the
fair
value
of
MSRs
derived
from
sales
and
securitizations
of
loans
performed
by
the
banking
and
rights
purchased
from
other
institutions,
and
the
sensitivity
to
immediate changes in those assumptions, were as follows
as of the end of the periods reported:
Originated MSRs
Purchased MSRs
Fair value of servicing rights
$
38,660
$
39,757
$
76,304
$
78,352
Weighted average life (in years)
6.5
6.6
6.7
6.8
Weighted average prepayment speed (annual
rate)
5.7
%
5.9
%
6.8
%
7.0
%
Impact on fair value of 10% adverse change
$
(721)
$
(696)
$
(1,410)
$
(1,440)
Impact on fair value of 20% adverse change
$
(1,416)
$
(1,365)
$
(2,767)
$
(2,827)
Weighted average discount rate (annual rate)
11.3
%
11.3
%
10.9
%
10.9
%
Impact on fair value of 10% adverse change
$
(1,438)
$
(1,387)
$
(2,783)
$
(2,871)
Impact on fair value of 20% adverse change
$
(2,782)
$
(2,686)
$
(5,391)
$
(5,562)
The sensitivity analyses presented in the table above for servicing rights are hypothetical and should be used with caution. As the
figures indicate, changes in fair value based on a 10 and 20 percent variation in assumptions generally cannot be extrapolated
because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the sensitivity tables
included herein, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without
changing any other assumption. In reality, changes in one factor may result in changes in another (for example, increases in market
interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.
At
March
31,
2024,
the
$
million
in
loans
with
credit
to
the
(December 31, 2023
- $
million). Also refer
to Note
19 to
Statements for information
on changes in
the Corporation’s liability of estimated losses related to
loans serviced with credit recourse.
Under the GNMA
securitizations, the Corporation, as
servicer, has
the right to
repurchase (but not the
obligation), at its
option and
without
GNMA’s
prior
authorization,
any
loan
that
is
for
a
GNMA
security
when
certain
criteria
are
met.
At
the
time
that
loans
meet
GNMA’s
specified
criteria
and
are
eligible
for
repurchase, the Corporation is deemed to have regained effective control over these loans if the Corporation was the pool issuer. At
March 31, 2024, the Corporation had
recorded $
million in mortgage loans on its
Consolidated Statements of Financial Condition
related
to
this
buy-back
option
program
31,
$
Loans
in
our
GNMA
benefit from
payment forbearance programs
but continue to
reflect the contractual
delinquency until the
borrower repays deferred
payments or
completes a payment deferral modification or other borrower assistance alternative. As long as the Corporation continues to service
the
loans
that
continue
to
be
in
a
GNMA
security,
the
MSR
is
by
the
2024, the Corporation repurchased approximately $
million (March 31, 2023 -
$
million) of
loans
from
its
GNMA
portfolio.
The
determination
to
these
loans
was
based
on
the
benefits of the
transaction, which results in
a reduction of
the servicing costs
for these severely
delinquent loans, mainly
principal and interest advances. The risk associated with
the loans is reduced due to their
guaranteed nature. The Corporation may
place these loans under modification programs offered by FHA, VA or United States Department of Agriculture (USDA)
or other loss
mitigation programs offered by the Corporation, and once brought back to current status, these may be either retained in portfolio or
re-sold in the secondary market.
Note 11 – Other real estate owned
activity related to Other Real Estate
Owned (“OREO”),
for the quarters
ended March 31, 2024 and
OREO
OREO
Commercial/Construction
Total
$
11,189
$
69,227
$
80,416
Write-downs in value
(25)
(284)
(309)
5,344
12,636
17,980
Sales
(546)
(16,934)
(17,480)
Other adjustments
(65)
(65)
$
15,962
$
64,580
$
80,542
OREO
OREO
Commercial/Construction
Total
$
12,500
$
76,626
$
89,126
Write-downs in value
(194)
(751)
(945)
1,023
18,675
19,698
Sales
(941)
(15,099)
(16,040)
Other adjustments
(118)
(118)
$
12,388
$
79,333
$
91,721
Note 12 − Other assets
The caption of other assets in the consolidated
statements of financial condition consists of the following
major categories:
Net deferred tax assets (net of valuation allowance)
$
1,001,093
$
1,009,068
Investments under the equity method
244,165
236,485
Prepaid taxes
32,146
39,052
Other prepaid expenses
26,332
29,338
Capitalized software costs
102,716
93,404
Derivative assets
24,040
24,419
Trades receivable from brokers and counterparties
23,477
23,102
Receivables from investments maturities
301,000
176,000
Principal, interest and escrow servicing advances
47,594
48,557
Guaranteed mortgage loan claims receivable
27,722
29,648
Operating ROU assets (Note 27)
110,712
116,106
Finance ROU assets (Note 27)
20,344
21,093
Assets for pension benefit
24,406
23,404
Others
135,155
144,888
Total other assets
$
2,120,902
$
2,014,564
The Corporation regularly incurs in
capitalizable costs associated with software development or
licensing which are recorded within
the Other Assets line item in the accompanying Consolidated Statements of Financial Condition.
In addition, the Corporation incurs
costs
with
hosting
arrangements
that
are
service
that
are
also
within
Other
Assets.
The
hosting
arrangements can
include capitalizable
implementation costs
amortized during
the term
of the
hosting arrangement.
The
table
summarizes
the
composition
of
acquired
or
developed
software
costs
as
well
as
costs
related
to
hosting
arrangements:
Gross Carrying
Net
Amount
Amortization
Value
Software development costs
$
75,489
$
23,983
$
51,506
Software license costs
47,950
23,658
24,292
37,240
10,322
26,918
Total Capitalized
software costs [1] [2]
$
160,679
$
57,963
$
102,716
Software development costs
$
76,497
$
22,086
$
54,411
Software license costs
42,868
18,048
24,820
23,623
9,450
14,173
Total Capitalized
software costs [1] [2]
$
142,988
$
49,584
$
93,404
[1]
Software intangible assets are presented as part of Other
Assets in the Consolidated Statements of Financial Condition.
[2]
The tables above excludes assets that have been fully
amortized.
Total
amortization expense for
all capitalized software
and hosting arrangement
cost, reflected as
part of
technology and software
expenses in the consolidated statement of operations,
is as follows:
Software development and license costs
$
17,701
$
14,991
Total amortization
expense
$
18,573
$
15,975
Note 13 – Goodwill and other intangible assets
Goodwill
no
changes in the carrying amount of goodwill for
the quarters ended March 31, 2024 and 2023.
The following tables present the gross amount of
goodwill and accumulated impairment losses by
reportable segments:
impairment
(gross amounts)
losses
(net amounts)
$
440,184
$
3,801
$
436,383
564,456
196,411
368,045
Inc.
$
1,004,640
$
200,212
$
804,428
impairment
(gross amounts)
losses
(net amounts)
$
440,184
$
3,801
$
436,383
564,456
196,411
368,045
Inc.
$
1,004,640
$
200,212
$
804,428
Other Intangible Assets
The following table reflects the components of
other intangible assets subject to amortization:
Gross Carrying
Net
Amount
Amortization
Value
Core deposits
$
12,810
$
11,636
$
1,174
Other customer relationships
14,286
7,251
7,035
Total other intangible
assets
$
27,096
$
18,887
$
8,209
Core deposits
$
12,810
$
11,315
$
1,495
Other customer relationships
14,286
6,777
7,509
Total other intangible
assets
$
27,096
$
18,092
$
9,004
2024,
the
Corporation recognized
$
0.8
million
in
amortization expense
intangible
assets with definite useful lives (March 31, 2023
- $
0.8
the estimated
amortization of
the intangible
assets with
definite useful
lives for
each of
the following
periods:
Remaining 2024
$
2,143
Year 2025
1,750
Year 2026
1,440
Year 2027
Year 2028
Note 14 – Deposits
Total deposits as of the end of the periods presented consisted of:
Savings accounts
$
14,797,976
$
14,602,411
NOW, money market and other interest
bearing demand deposits
24,763,686
25,094,316
Total savings, NOW,
money market and other interest bearing demand
39,561,662
39,696,727
Certificates of deposit:
Under $250,000
5,420,905
5,443,062
$250,000 and over
3,334,167
3,058,830
Total certificates
of deposit
8,501,892
$
48,316,734
$
48,198,619
Non- interest bearing deposits
$
15,492,050
$
15,419,624
$
$
A summary of certificates of deposits by maturity at
March 31, 2024 follows:
$
4,649,279
1,915,324
838,041
470,438
625,629
2029 and thereafter
256,361
Total certificates of
deposit
$
At March 31, 2024, the Corporation had brokered
deposits amounting to $
1.6
billion (December 31, 2023 - $
1.7
The aggregate amount of overdrafts in demand deposit accounts
that were reclassified to loans was $
12.2
million at March 31, 2024
9.1
deposits amounted
to
$
18.0
billion. Puerto
Rico public
sector deposits
are interest
bearing accounts. These
public sector deposits
are indexed to
short-term market rates
and fluctuate in
cost with changes
in those
rates, in
accordance with contractual
terms. Public
deposit balances are
difficult to
predict. For example,
the receipt
by the Puerto
Rico
of
hurricane
recovery
related
Federal
assistance
and
seasonal
tax
collections
could
public
deposit
balances at BPPR.
On the other hand,
the amount and
timing of reductions
in balances are
likely to be
impacted by,
the speed at
which federal assistance
is distributed,
the financial condition,
liquidity and cash
management practices of the
Puerto
Rico
and
its
and
the
implementation
of
fiscal
and
debt
adjustment
plans
pursuant
to
PROMESA or
other
actions
mandated by
the
Fiscal
Oversight and
Management Board
for Puerto
Rico
(the
“Oversight Board”).
Generally, these deposits require that
the bank pledge high credit quality securities as collateral, therefore,
liquidity risk arising from
public sector deposit outflows are lower.
Note 15 – Borrowings
Assets sold under agreements to repurchase amounted
to $
million at March 31, 2024 and $
million at December 31, 2023.
repurchase transactions are
overcollateralized with the
securities detailed in
the table
below.
have
a
right
of
set-off
with
the
respective
counterparty
under
the
supplemental
terms
of
the
master
repurchase agreements.
In an
event of
default,
each party
has a
right of
set-off
against the
other party
for amounts
owed in
the
related
and
any
other
amount
or
owed
in
respect
of
any
other
or
transaction
between
them.
Pursuant to the
Corporation’s accounting policy,
the repurchase agreements
are not offset
with other repurchase
agreements held
with the same counterparty.
presents information related to
the Corporation’s repurchase
transactions accounted for as
secured borrowings
that are collateralized with
debt securities available-for-sale, debt securities
held-to-maturity, other assets
held-for-trading purposes
or which have been obtained under agreements to resell.
It is the Corporation’s policy to maintain effective control over assets
sold
under agreements
to repurchase;
accordingly,
such securities
be carried
on the
Consolidated Statements
of Financial
Condition.
Repurchase agreements accounted for as secured borrowings
Repurchase
Repurchase
$
30,581
$
16,931
After 30 to 90 days
18,504
18,369
After 90 days
8,292
49,085
43,592
11,550
27,171
After 30 to 90 days
5,228
20,394
16,778
47,565
mortgage obligations
Total
$
66,090
$
91,384
Repurchase agreements in this portfolio
are generally short-term, often overnight.
As such our risk
is very limited.
We manage the
liquidity risks arising from secured
funding by sourcing funding globally from
a diverse group of counterparties, providing
a range of
securities collateral and pursuing longer durations,
when appropriate.
Other short-term borrowings
no
other short-term borrowings outstanding at March 31,
2024 and December 31, 2023.
Notes Payable
The following table presents the composition of notes
payable at March 31, 2024 and December
Advances with the FHLB with maturities ranging from
through
paying interest at
monthly
fixed rates ranging from
0.44
% to
5.26
%
$
373,665
$
394,665
Unsecured senior debt securities maturing on
paying interest
semiannually
at a fixed rate of
7.25
%, net of debt issuance costs of $
5,715
[1]
394,285
393,937
Junior subordinated deferrable interest debentures (related to
trust preferred securities) maturing on
with fixed interest rates ranging from
6.125
% to
6.564
%, net of debt issuance costs of $
198,353
198,346
$
966,303
$
986,948
Note: Refer to the 2023 Form 10-K for rates information
at December 31, 2023.
[1] On March 13, 2023, the Corporation issued $
million aggregate principal amount of
7.25
% Senior Notes due
(the “2028 Notes”) in an
underwritten public offering. The Corporation used a
portion of the net proceeds of the 2028 Notes offering
to redeem, on August 14, 2023, the
outstanding $
million aggregate principal amount of its
6.125
% Senior Notes which were due on September
. The redemption price was
equal to
% of the principal amount plus accrued and unpaid
interest through the redemption date.
A breakdown of borrowings by contractual maturities
at March 31, 2024 is included in the table
below.
Assets sold under
agreements to
Total
$
66,090
$
70,943
$
137,033
144,214
144,214
74,500
74,500
438,636
438,636
238,010
238,010
Total borrowings
$
66,090
$
966,303
$
1,032,393
and December 31,
2023, the
Corporation had FHLB
borrowing facilities whereby
the Corporation could
borrow
up to $
4.4
4.2
billion, respectively, of which $
0.4
billion were used. In addition, at each of March 31,
2024 and December
31, 2023,
had placed
$
0.3
billion of
the available
FHLB credit
facility as
collateral for
municipal letters
of credit
to
secure
The
FHLB
are
with
and
loans
held-in-portfolio,
and
do
not
have
restrictive covenants or callable features.
Also, at March 31,
2024, the Corporation had borrowing
facilities at the discount window
of the Federal Reserve Bank
of New York
amounting to
$
4.6
billion (December 31,
2023 -
$
4.4
billion), which remained
unused at March
The facilities are a collateralized source of credit
that is highly reliable even under difficult market
conditions.
Note 16 − Other liabilities
The caption of other liabilities in the consolidated
statements of financial condition consists of the following
major categories:
Accrued expenses
$
361,839
$
337,695
Accrued interest payable
48,302
59,102
Accounts payable
92,715
89,339
Dividends payable
44,869
44,741
Trades payable
Liability for GNMA loans sold with an option to repurchase
9,538
10,960
Reserves for loan indemnifications
4,542
4,408
Reserve for operational losses
25,209
27,994
Operating lease liabilities (Note 27)
121,333
126,946
Finance lease liabilities (Note 27)
24,897
25,778
Pension benefit obligation
6,696
6,772
Postretirement benefit obligation
115,421
117,045
Others
63,042
63,816
Total other liabilities
$
918,448
$
914,627
Note 17 – Stockholders’ equity
As of March 31,
2024, stockholders’ equity totaled $
5.2
billion. During the quarter
ended March 31, 2024, the
Corporation declared
cash dividends of $
0.62
(2023 - $
0.55
) per common share amounting to
$
44.8
million (2023 - $
39.6
million). The quarterly dividend
declared to stockholders
of record as
of the close
of business on
March 14, 2024
was paid on
April 1, 2024
. On May
9, 2024, the
Corporation’s Board of
Directors approved a
quarterly cash dividend
of $
0.62
per share on
its outstanding common stock,
payable
on
July 1, 2024
to stockholders of record at the close of business on
May 30, 2024
.
Note 18 – Other comprehensive income (loss)
The
table
changes
in
accumulated
other
comprehensive
income
(loss)
by
component
for
the
ended
March 31, 2024 and, 2023.
Changes in Accumulated Other Comprehensive Income
(Loss) by Component [1]
Foreign currency translation
$
(64,528)
$
(56,735)
Other comprehensive loss
(4,020)
(5,245)
(4,020)
(5,245)
$
(68,548)
$
(61,980)
Adjustment of pension and
$
(117,894)
$
(144,335)
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive loss
for
amortization of net losses
2,262
3,008
2,262
3,008
$
(115,632)
$
(141,327)
Unrealized net holding losses on
$
(1,713,109)
$
(2,323,903)
Other comprehensive income (loss) before reclassifications
(71,104)
191,752
Amounts reclassified from accumulated other comprehensive loss
for
amortization of net unrealized losses of debt securities
transferred from
available-for-sale to held-to-maturity
35,207
33,633
(35,897)
225,385
$
(1,749,006)
$
(2,098,518)
Unrealized net gains on cash
flow hedges
$
$
Other comprehensive (loss) income before reclassifications
(19)
Amounts reclassified from accumulated other comprehensive
gains
(26)
(45)
$
$
Total
$
$
(2,301,825)
[1] All amounts presented are net of tax.
presents the amounts
reclassified out of
each component of
accumulated other comprehensive loss
quarters ended March 31, 2024 and 2023.
Reclassifications Out of Accumulated Other Comprehensive
Loss
Affected Line Item in the
Consolidated Statements of Operations
Adjustment of pension and postretirement benefit plans
Amortization of net losses
$
(3,618)
$
(4,813)
(3,618)
(4,813)
Income tax benefit
1,356
1,805
$
(2,262)
$
(3,008)
Unrealized holding losses on debts securities
Amortization of unrealized net losses of debt
securities transferred to held-to-maturity
$
(44,009)
$
(42,040)
(44,009)
(42,040)
Income tax benefit
8,802
8,407
$
(35,207)
$
(33,633)
Unrealized net gains on cash flow hedges
Forward contracts
$
$
(15)
$
$
Total reclassification
adjustments, net of tax
$
(37,469)
$
(36,615)
Note 19 – Guarantees
At March 31, 2024, the
Corporation had a liability of $
million (December 31, 2023 -
$
million), which represents the unamortized
balance of the obligations undertaken in issuing the guarantees under the standby letters of credit. Management does not anticipate
any material losses related to these instruments.
From time to time, the Corporation securitized mortgage loans into guaranteed mortgage-backed securities subject to limited, and in
certain instances, lifetime credit
recourse on the loans
that serve as
collateral for the
mortgage-backed securities. The Corporation
has not
sold any
credit recourse since
- At
Corporation serviced
$
million
$
million) in residential mortgage
loans subject to credit
recourse provisions, principally loans associated
with FNMA
and FHLMC
loan securitization
programs. In
of any
customer default,
pursuant to
the
credit recourse
provided, the
repurchase the
loan or
reimburse the
third party
investor for
the incurred
loss.
The
maximum
amount
of
future
payments
that
the
would
be
to
make
under
the
arrangements
in
the
event
of
nonperformance by
the
is
equivalent
to
the
total
balance
of
the
loans
with
and
interest,
if
applicable.
During
the
quarter
ended
March
31,
2024,
the
repurchased
$
0.6
million
of
unpaid
balance
in
loans
subject
to
the
credit
provisions
(March 31, 2023
$
million). In the event of nonperformance by the borrower, the Corporation has rights
to the underlying collateral
securing the
mortgage loan. The
Corporation suffers
ultimate losses on
these loans when
the proceeds from
a foreclosure sale
of
the property underlying
a defaulted mortgage
loan are less
than the outstanding
principal balance of
the loan plus
any uncollected
advanced
and
the
costs
of
holding
and
disposing
the
related
property.
At
March
31,
2024,
the
established to cover the estimated credit loss exposure related to loans sold
or serviced with credit recourse amounted to $
million
The following table shows the changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse
provisions during the quarters ended March 31, 2024
Balance as of beginning of period
$
4,211
$
6,897
Provision (benefit) for recourse liability
(654)
Net charge-offs
(102)
(379)
Balance as of end of period
$
4,353
$
5,864
From time
to
time, the
Corporation sells
loans and
agrees to
indemnify the
purchaser for
credit
losses or
any
breach of
certain
representations and warranties made in connection
with the sale.
Servicing agreements
relating to
the mortgage-backed
securities programs
of FNMA,
FHLMC and
GNMA, and
to mortgage
loans
sold or serviced to certain other investors, including FHLMC,
require the Corporation to advance funds to
make scheduled payments
of principal,
interest, taxes
and insurance,
if such
payments have
not been
received from
the borrowers.
the
Corporation serviced $
9.7
billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31,
9.9
billion). The Corporation generally recovers funds advanced pursuant to these arrangements from
the mortgage owner,
from liquidation proceeds when the mortgage
loan is foreclosed or,
in the case of FHA/VA
loans, under the applicable FHA
and
VA
and guarantees
programs. However,
in
the meantime,
must absorb
the cost
of the
funds
it
advances
time the
advance is
outstanding. The
Corporation must
also bear
the costs
of attempting
to collect
on delinquent
and
defaulted
loans.
In
if
a
defaulted
loan
is
not
cured,
the
loan
would
be
canceled
as
part
of
the
foreclosure proceedings and the
Corporation would not
receive any future servicing
income
with respect to
that loan. At
2024,
the
balance
of
funds
advanced
by
the
under
such
loan
was
$
million
31,
$
To
the
extent
the
loans
the
servicing portfolio experience
increased delinquencies, the Corporation
would be required
to dedicate additional
cash resources to
comply with its obligation to advance funds as well
as incur additional administrative costs related
to increases in collection efforts.
Inc. Holding
Company (“PIHC”) fully
and unconditionally guarantees
certain borrowing
obligations issued by
certain of
its
%
owned
consolidated
amounting
to
$
million
at
March
31,
and
31,
2023,
In
addition, at both March 31, 2024 and
December 31, 2023, PIHC fully and unconditionally guaranteed on
a subordinated basis $
million
of
capital
(trust
securities)
issued
by
wholly-owned issuing
trust
entities to
the
extent
set
forth
in
the
agreement.
Refer
to
Note
to
the
in
the
Form
10-K
for
further
information on the trust preferred securities.
Note 20 – Commitments and contingencies
Off-balance sheet risk
is a
party to
financial instruments
with off-balance
sheet credit
risk in
the normal
course of
business to
meet the
financial needs of its customers. These financial instruments
include loan commitments, letters of credit and standby
letters of credit.
These instruments involve,
to varying
degrees, elements of
credit and
risk in
excess of
the amount
recognized in
the
consolidated statements of financial condition.
The
to
credit
loss
in
the
event
of
nonperformance
by
the
other
party
to
the
instrument
for
commitments to extend credit, standby
letters of credit and financial
guarantees is represented by the
contractual notional amounts
of those instruments. The
Corporation uses the same
credit policies in
making these commitments and conditional
obligations as it
does for those reflected on the consolidated statements
of financial condition.
Financial instruments with
off-balance sheet credit
risk, whose contract
amounts represent potential credit
risk as of
the end of
the
periods presented were as follows:
Commitments to extend credit:
Credit card lines
$
6,130,148
$
6,108,939
Commercial lines of credit
3,661,556
3,626,269
Construction lines of credit
1,212,596
1,287,679
Other consumer unused credit commitments
257,059
256,610
Commercial letters of credit
1,234
1,404
Standby letters of credit
115,808
80,889
Commitments to originate or fund mortgage loans
29,524
32,968
and December 31,
2023, the
Corporation maintained a
reserve of
16.8
$
respectively, for potential losses associated with unfunded loan commitments
related to commercial
and construction lines of credit.
Other commitments
2024 and December 31,
2023, the Corporation also
maintained other non-credit commitments for
3.3
million, primarily for the acquisition of other investments.
Business concentration
Since the Corporation’s business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition
are dependent
upon the
general trends
of the
economy and,
in particular,
the residential
and commercial
real estate
markets. The concentration
of the Corporation’s
operations in Puerto Rico
exposes it to
greater risk than other
banking companies
with a wider geographic base. Its
asset and revenue composition by geographical area
is presented in Note 32
to the Consolidated
Puerto
Rico
has
faced
fiscal
and
challenges
for
over
a
decade.
In
response
to
such
challenges,
the
U.S.
Congress enacted the
Puerto Rico Oversight
Management and Economic Stability
Act (“PROMESA”) in
2016, which, among
other
things,
established
the
Board
and
a
framework
for
the
of
the
debts
of
the
Commonwealth,
its
instrumentalities and
municipalities.
The
Commonwealth and
several
of
its
instrumentalities have
commenced
debt
proceedings under
PROMESA. As
of the
date of
this report,
while municipalities
have been
designated as
covered entities
under
PROMESA,
no
has
commenced,
or
has
been
by
the
Board
to
commence,
any
such
debt
restructuring proceeding under PROMESA.
At
Corporation’s direct
Rico
government and
its
instrumentalities and
totaled $
million, of which
$
million were outstanding
($
million at December
31, 2023). Of
the amount
outstanding,
$
million
of
loans
and
$
million
are
($
million
and
$
million
at
2023).
Substantially all
of the
amount outstanding
were obligations from
various Puerto
Rico
municipalities. In most cases, these were “general obligations” of a municipality, to which
the applicable municipality has pledged its
good
faith,
credit
and
unlimited taxing
power,
or
“special
obligations”
of
a
municipality,
to
which
the
has
pledged other revenues. At March 31, 2024,
% of the Corporation’s exposure to municipal loans and securities
was concentrated
in the municipalities of San Juan, Guaynabo, Carolina
and Caguas.
The following table details the loans and investments representing the Corporation’s direct exposure to
the Puerto Rico government
according to their maturities as of March 31, 2024:
Investment
Portfolio
Loans
Total Outstanding
Total Exposure
Central Government
$
$
$
$
Total Central
Municipalities
3,055
13,218
16,273
41,273
11,620
141,519
153,139
153,139
145,965
146,810
146,810
46,823
46,823
46,823
Total Municipalities
15,520
347,525
363,045
388,045
Total Direct Government
Exposure
$
15,566
$
347,525
$
363,091
$
388,091
In addition, at March
31, 2024, the Corporation had
$
million in loans insured
or securities issued by
Puerto Rico governmental
entities but for
which the principal
repayment is non-governmental
($
million at December
31, 2023). These
$
million
in
loans
insured
by
the
Puerto
Rico
Housing
Finance
(“HFA”),
a
governmental
instrumentality
that
has
been
designated
as
a
covered
entity
under
PROMESA
31,
$
These
are secured
by first
mortgages on
residential properties
and the
HFA
insurance covers
losses in
the
event of a
borrower default and upon the
satisfaction of certain other
conditions. The Corporation also
had at March
31, 2024, $
bonds issued by
HFA which
are secured by
second mortgage loans
on Puerto Rico
residential properties, and
for which
HFA also provides
insurance to cover losses in the
event of a borrower default and
upon the satisfaction of certain other
conditions
2023 -
$
million). In
insured by
HFA
and held
by the
Corporation directly
or
those serving
as collateral
for the
HFA
bonds default
and the
collateral is
satisfy the
of these
loans,
HFA’s
ability
to
honor
its
will
depend, among
other factors,
on
the
of
HFA
at
the
time
such
become
due
and
payable. The
Corporation does
not consider
the
government guarantee
when
estimating the
credit
losses
with
this
portfolio.
Although
the
Governor
is
by
local
legislation
to
impose
a
temporary
moratorium on the financial obligations of the HFA, a moratorium on
such obligations has not been imposed as of
the date hereof.
commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
other relationships with the government. These
borrowers could be negatively affected by
the Commonwealth’s fiscal crisis and
the
ongoing
Title
III
proceedings
under
PROMESA.
Similarly,
and
loan
include
loans
to
and
retirees,
which
could
also
be
by
fiscal
such
as
employee
layoffs
or
furloughs or reductions in pension benefits.
In
$
1.9
billion
of
mortgages
and
$
92.4
million
loans
were
insured
or
by
the
U.S.
Government or
its agencies
(compared to
$
1.9
$
89.2
31, 2023).
The Corporation also had
U.S. Treasury and
obligations from the U.S.
Government, its agencies or
government sponsored entities
within the
portfolio of
available-for-sale and
held-to-maturity securities as
described in
Note 5
and 6
to the
At
March
31,
2024,
the
Corporation had
in
the
Virgin
Islands
(the
“USVI”) and
has
million
in
direct
to
USVI
31,
$
The
USVI
has
been
experiencing
a
number of
fiscal and
economic challenges
that could
adversely affect
the ability
of its
public corporations
and instrumentalities
to
service their outstanding debt obligations.
At March 31, 2024, the Corporation had operations in the British Virgin Islands (“BVI”), which
islands were negatively affected by the
COVID-19 pandemic, particularly due to a reduction in
the tourism activity which accounts for a significant
portion of their economy.
Although the
no significant
a single
borrower in
the BVI,
at
2024,
it
had a
amounting to
million comprised
of various
retail and
commercial clients,
a loan
portfolio of
$
million at December 31, 2023.
FDIC Special Assessment
On
November
16,
2023,
the
Federal
Deposit
a
final
rule
that
imposes
a
special
in
March 2023,
of the systemic
risk exception to
the least-cost resolution
test under the
Federal Deposit Insurance
Act in
receiverships of
several failed
banks. In
this assessment,
recorded an
$
71.4
million, $
45.3
million net of tax, in the fourth quarter
of 2023, representing the full amount of the
During the quarter ended March 31, 2024, the Corporation
recorded an additional expense of $
14.3
million, $
9.1
million net of tax, to
FDIC's higher loss
estimate which increased
from $
16.3
billion, when
approved, to
$
20.4
billion during
The
special assessment
collection period
may change
as the
estimated loss
is periodically
adjusted or
if the
collected varies.
Legal Proceedings
The
nature
of
Popular’s
ordinarily
generates
claims,
litigation,
investigations,
and
legal
and
administrative
cases
and
proceedings
(collectively,
“Legal Proceedings”).
When the
Corporation determines
that
it
has
meritorious
defenses to
the
claims
asserted, it vigorously defends itself. The Corporation will consider the settlement of cases (including cases where it has meritorious
defenses) when, in management’s judgment, it
is in the best
interest of the Corporation and
its stockholders to do so.
On at least a
quarterly basis, Popular assesses its liabilities and contingencies relating
to outstanding Legal Proceedings utilizing the most current
available.
For
matters
where
it
is
probable
that
the
will
incur
a
loss
and
the
amount
can
be
reasonably estimated,
establishes an
accrual for
the loss.
Once established,
the accrual
is adjusted
on at
least a
quarterly
basis
to
reflect
any
relevant
developments,
as
appropriate.
For
matters
where
a
loss
is
not
probable,
or
the
amount of the loss cannot be reasonably estimated,
no accrual is established.
In certain cases,
exposure to loss
exists in
excess of any
accrual to the
extent such loss
is reasonably possible,
but not
probable.
Management believes and
estimates that the
range of reasonably
possible losses (with
respect to those
matters where such
limits
may be determined, in excess of amounts accrued)
for current Legal Proceedings ranged from $
to approximately $
15.8
million as
- In certain cases,
management cannot reasonably estimate the
possible loss at this
time. Any estimate involves
judgment,
given
the
varying
stages
of
the
Legal
Proceedings
(including
the
fact
that
many
of
them
are
in
preliminary stages), the existence of multiple defendants in several of the current Legal Proceedings whose share of liability has yet
to be
determined, the
numerous unresolved issues
in many
of the
Legal Proceedings,
and the
inherent uncertainty
of the
various
outcomes
of
such
Legal
Proceedings.
Accordingly,
will
change
from
time-to-time,
and
actual
losses may be more or less than the current estimate.
While the
outcome of
Legal Proceedings
is inherently
uncertain, based
on information
currently available,
advice of
counsel, and
coverage,
that
the
amount
it
has
already
accrued
is
adequate
and
any
incremental
liability arising from
the Legal Proceedings
in matters in
which a loss
amount can be
reasonably estimated will not
have a material
adverse effect
on the Corporation’s
consolidated financial position.
However, in
of unexpected future
developments, it is
possible that
the ultimate
resolution of
these matters
in a
reporting period, if
unfavorable, could have
a material
adverse effect
on
the Corporation’s consolidated financial position for that period.
Set forth below is a description of the Corporation’s
significant Legal Proceedings.
Insufficient Funds and Overdraft Fees Class Actions
Popular, Inc. was
named as a defendant on a
putative class action complaint captioned Golden v.
Popular, Inc. filed
in March 2020
before
the
U.S.
Court
for
the
Southern
of
New
York,
seeking
damages,
restitution
and
injunctive
relief.
alleged breach
of contract,
violation
of
the covenant
of
good faith
and
fair
dealing, unjust
enrichment and
violation
of
protection law
due
to
Popular’s purported
practice of
charging
overdraft fees
(“OD
Fees”) on
transactions that,
under
plaintiffs’ theory,
do not
overdraw the
account. Plaintiff
described Popular’s purported
practice of
charging OD
Fees as
“Authorize
Positive,
Purportedly
Settle
Negative”
(“APPSN”)
and
alleged
that
Popular
assesses
OD
Fees
over
for
which
funds
are
held
for
settlement.
In
August
2020,
Popular
filed
a
Motion
to
Dismiss
on
several
grounds,
failure
to
state
a
claim
against
Inc.
and
improper
venue.
In
October
2020,
filed
a
Notice
of
Voluntary
Dismissal
before
the
U.S.
Court
for
the
Southern
of
New
York
and,
simultaneously,
filed
an
identical
complaint in
District Court for
the District
of the
Virgin Islands
against Popular,
Inc., Popular Bank
and Banco Popular
de
Puerto
Rico
(“BPPR”). In
November 2020,
filed
a
Notice of
Voluntary
Dismissal against
Inc.
and Popular
Bank
following a Motion to
Dismiss filed on behalf
of such entities, which argued
failure to state
a claim and lack
of minimum contacts of
such parties with the U.S.V.I.
district court jurisdiction. BPPR, the only defendant remaining in
the case, was served with process in
November 2020 and filed a Motion to Dismiss
in January 2021.
In October 2022, the parties reached a settlement in principle on a class-wide basis subject to final court approval. In January 2023,
the parties filed
before the Court a
motion for preliminary approval
of the settlement
agreement and, on March
31, 2023, the Court
issued
an
order
granting
preliminary
of
the
agreement.
The
Court
scheduled
the
final
hearing
for
September 8, 2023.
On
September
8,
2023,
the
Court
held
a
hearing
to
the
final
of
the
class
agreement,
and,
on
September 29, 2023, the Court issued an Opinion and Order granting final approval
to the settlement agreement.
On December 19,
2023, the Court
issued an Order staying
all deadlines in the
settlement agreement regarding payment
of benefit until further
notice
after
the
parties
informed
the
Court
that
the
administrator
had
mistakenly
failed
to
send
the
notice
to
3,000
class
members.
On
February
20,
2024,
the
parties
filed
a
Joint
Motion
for
Supplemental
Notice
that
was
approved by the Court on February 20, 2024.
The Court scheduled a supplemental fairness hearing
for July 8, 2024.
On January
31, 2022,
Popular was
also named
as a
defendant on a
putative class
action complaint captioned
Lipsett v.
Inc. d/b/a Banco Popular, filed before the U.S. District Court for the Southern District
of New York, seeking damages, restitution and
injunctive relief. Similar to the claims set forth in the
aforementioned Golden complaint, Plaintiff alleges breach of contract, including
violations of the covenant of good faith and
fair dealing, as a result of Popular’s purported practice
of charging OD Fees for APPSN
transactions. The complaint
further alleged that
Popular assesses OD
Fees over
authorized transactions for
which sufficient funds
are held for settlement. Popular waived service of process
and filed a Motion to Compel Arbitration. In response to Popular’s
motion,
Plaintiff filed a Notice of Voluntary Dismissal in April 2022.
On May
13, 2022,
Plaintiff in
the Lipsett
complaint filed
a new
complaint captioned
Lipsett v.
Banco Popular
North America
d/b/a
Popular Community
Bank with
allegations of
his previous
complaint against
Popular.
In September
2022, after
serving
with a
written notice
of
election to
arbitrate the
claims
asserted in
the complaint
which went
unanswered, Popular
Bank
(“PB”) filed a new Motion to Compel Arbitration.
On December 9, 2022, the
Court issued a Decision and
Order denying PB’s Motion to
Compel Arbitration. On December 20, 2022,
PB filed a Notice of Appeal with the United
States Court of Appeals for the Second Circuit.
On January
10, 2024,
the Court
of
Appeals entered
judgment affirming
the trial
court’s
decision denying
PB’s
Motion to
Compel
Arbitration. After remand to the U.S. District Court, on March 19, 2024, the court issued an Order adjourning all dates and deadlines
including the
initial pretrial conference
after the
parties informed that
they have agreed
to mediate
the matter.
During a mediation
hearing held on May 2, 2024, the parties reached
a settlement in principle on a class-wide basis
subject to final court approval.
Note 21 – Non-consolidated variable interest
The Corporation is
involved with
three
statutory trusts which
it created to
issue trust preferred
securities to the
public. These trusts
are deemed to be variable interest entities (“VIEs”) since the equity investors at risk have no substantial decision-making rights. The
Corporation does not
hold any variable
interest in the
trusts, and therefore,
cannot be the
trusts’ primary beneficiary.
the
Corporation concluded
that
it did
not
hold
a
controlling financial
in
these
trusts
since the
decisions
of
the
trusts
are
predetermined through
the trust
documents and the
guarantee of
the trust
preferred securities is
irrelevant since
in substance
the
sponsor is guaranteeing its own debt.
Also, the
involved with
various special
purpose entities
mainly in
guaranteed mortgage
securitization transactions,
GNMA
and
FNMA.
The
has
also
engaged
in
securitization
with
FHLMC,
but
considers
its
in
the
form
of
fees
and
advances
not
to
be
at
March
31,
.
These
special
purpose
are
deemed
to
be
VIEs
since
they
lack
equity
at
risk.
The
involvement
in
these
guaranteed loan
securitizations includes
owning certain
beneficial interests in
the form
of securities as
well as
rights
retained. The Corporation is not required to provide additional financial support to
any of the variable interest entities to which it has
transferred
the
assets.
The
to
the
extent
retained,
are
in
the
of
Condition
as
or
trading
The
that,
essentially,
these
(FNMA
and
GNMA)
control
the
design
of
their
respective
VIEs,
dictate
the
quality
and
nature
of
the
collateral, require
the underlying
insurance, set
standards via
guides and
can change
them at
will, and
can remove a
primary servicer with cause,
and without cause in
the case of
FNMA. Moreover, through
their guarantee obligations,
agencies (FNMA and GNMA) have the obligation
to absorb losses that could be potentially significant
to the VIE.
The
holds
interests
in
these
VIEs
in
the
form
of
agency
and
mortgage obligations, including those securities originated by the Corporation and those acquired from
third parties. Additionally, the
Corporation holds agency mortgage-backed securities
and agency collateralized mortgage obligations
issued by third party
VIEs in
which
it
has
no
other
form
of
involvement. Refer
to
Note
to
the
for
information on the debt securities outstanding at March 31,
2024 and December 31, 2023, which are classified
as available-for-sale
and
trading
in
the
of
Condition.
In
the
holds
interests
in
the
form
of
fees,
since
it
retains
the
right
to
service
the
transferred
loans
in
those
government-
sponsored special purpose entities (“SPEs”) and may also purchase the right to service loans in other government-sponsored SPEs
that were transferred to those SPEs by a third-party.
the carrying
classification of
the assets
variable interests
in
non-consolidated VIEs
and the
maximum exposure
to loss
as a
result of
involvement as
servicer of
GNMA and
FNMA loans at March 31, 2024 and December
March 31,2024
Assets
Servicing assets:
$
90,254
$
92,999
Total servicing
assets
$
90,254
$
92,999
Other assets:
Servicing advances
$
6,993
$
6,291
Total other assets
$
6,993
$
6,291
$
97,247
$
99,290
Maximum exposure to loss
$
97,247
$
99,290
The size of
the non-consolidated VIEs,
in which the
Corporation has a
variable interest in
the form
of servicing fees,
measured as
the total unpaid principal balance of the loans,
amounted to $
7.0
billion at March 31, 2024 (December 31, 2023 - $
7.2
determined that
the maximum
loss includes
the MSRs
and the
assumption that
the
servicing advances at March
31, 2024 and December
31, 2023, will not
be recovered. The agency
debt securities are not
as part of the maximum exposure to loss since
they are guaranteed by the related agencies.
ASU 2009-17 requires that an ongoing primary beneficiary assessment should be made to determine whether the Corporation is the
primary beneficiary of any of the VIEs it is
involved with. The conclusion on the assessment of these non-consolidated VIEs has not
changed
since
their
initial
evaluation.
The
that
it
is
still
not
the
primary
beneficiary
of
these
VIEs,
and
therefore, these VIEs are not required to be consolidated
in the Corporation’s financial statements at March 31, 2024.
Note 22 – Related party transactions
Centro Financiero BHD, S.A.
At March 31, 2024, the Corporation had a
15.84
% equity interest in Centro Financiero BHD, S.A. (“BHD”),
one of the largest banking
and financial services groups
in the Dominican Republic.
During the quarter ended
March 31, 2024, the
Corporation recorded $
7.3
million in equity pickup from its investment in BHD (March 31,
9.1
million), which had a carrying amount of $
233.2
March 31, 2024 (December
225.9
million). There were
no
dividends received by the
Corporation from its investment in
BHD León during the quarters ended March 31, 2024
Investment Companies
The Corporation,
through its subsidiary Popular
Asset Management LLC (“PAM”),
provides advisory services to several
companies registered
Investment Company
Act of
1940 in
exchange for
a fee.
The Corporation,
through its
subsidiary
BPPR, also
provides transfer
agency services to
these investment companies.
These fees
are calculated
at an
annual rate
of the
average net
assets of the
investment company,
as defined in
each agreement. Due
to its
advisory role, the
Corporation considers
these investment companies as related parties.
For the quarter ended March 31, 2024, administrative fees charged to these investment companies amounted to $
0.6
0.6
million) and waived fees amounted to $
0.2
0.2
million), for a net fee of $
0.4
0.4
Note 23 – Fair value measurement
ASC Subtopic
820-10 “Fair
Value
Measurements and
Disclosures” establishes
a fair
value hierarchy
that prioritizes
the inputs
to
valuation techniques
used to
measure fair
value into
three levels
in order
to increase
consistency and
comparability in
measurements and disclosures. The hierarchy is broken
down into three levels based on the reliability
of inputs as follows:
Level 1
- Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to
access at
the measurement date.
Valuation
on these
instruments does not
necessitate a
significant degree of
judgment
since valuations are based on quoted prices that
are readily
available in an active market.
Level 2
- Quoted prices other than those included in Level 1 that are observable either directly or indirectly.
Level 2 inputs
include
quoted
prices
for
similar
assets
or
in
active
markets,
quoted
prices
for
identical
or
similar
assets
or
liabilities in
markets that
are
not active,
inputs that
are
observable or
that can
be corroborated
by
observable
market data for substantially the full term of the
financial instrument.
Level
Inputs
are
unobservable
and
to
the
fair
value
measurement.
Unobservable
inputs
reflect
the
Corporation’s own judgements about assumptions that
market participants would use in pricing the asset
or liability.
The
maximizes
the
use
of
observable
inputs
and
minimizes
the
use
of
unobservable
inputs
by
that
the
observable inputs be used when
available. Fair value is
based upon quoted market prices
when available. If listed prices
or quotes
are
not
available,
the
employs
internally-developed
models
that
use
market-based
inputs
yield
curves, interest rates,
volatilities, and credit
curves, among others.
Valuation
adjustments are limited
to those necessary
to ensure
that the financial instrument’s
fair value is adequately representative of
the price that would
be received or paid
in the marketplace.
These adjustments include amounts that reflect counterparty credit quality,
the Corporation’s credit standing, constraints on liquidity
and unobservable parameters that are applied consistently.
There have been no changes in the
Corporation’s methodologies used
to estimate the fair value of assets and liabilities from
those disclosed in the 2023 Form 10-K.
The estimated fair
value may
be subjective in
nature and may
involve uncertainties and
matters of
significant judgment for
certain
financial instruments. Changes in the underlying assumptions
used in calculating fair value could significantly
affect the results.
Fair Value on a Recurring and Nonrecurring Basis
The following fair value hierarchy tables
present information about the Corporation’s assets
and liabilities measured at fair value
on
a recurring basis at March 31, 2024 and December
31, 2023:
Level 1
Level 2
Level 3
Measured at NAV
Total
RECURRING FAIR VALUE
Assets
Debt securities available-for-sale:
$
$
6,026,731
$
$
$
12,289,211
127,608
127,608
5,597,993
5,598,600
Other
2,000
2,005
$
$
11,752,337
$
2,607
$
$
derivatives:
$
8,316
$
$
$
$
8,316
18,587
18,671
Other
debt securities, excluding
$
8,316
$
18,737
$
$
$
27,303
$
$
40,933
$
$
$
41,269
114,964
114,964
5,352
5,352
24,045
24,045
$
6,270,796
$
11,841,404
$
117,821
$
$
18,230,357
$
$
$
$
$
Total liabilities measured
$
$
$
$
$
Level 1
Level 2
Level 3
Measured at NAV
Total
RECURRING FAIR VALUE
Assets
Debt securities available-for-sale:
$
$
6,811,025
$
$
$
10,747,061
134,686
134,686
5,844,180
5,844,786
Other
2,500
2,511
$
$
12,789,902
$
3,106
$
$
derivatives:
$
16,859
$
$
$
$
16,859
14,261
14,373
Other
debt securities, excluding
$
16,859
$
14,425
$
$
$
31,568
$
$
37,965
$
$
$
38,275
118,109
118,109
3,239
3,239
24,419
24,419
$
3,952,895
$
12,869,950
$
121,499
$
$
16,944,654
$
$
$
$
$
Total liabilities measured
$
$
$
$
$
Beginning in the first quarter of 2023, the Corporation has elected the fair value option for
newly originated mortgage loans held-for-
sale. This election better aligns with the management
of the portfolio from a business perspective.
Loans held-for-sale measured at fair value
Loans held-for-sale measured at fair value were priced
based on secondary market prices. These loans
are classified as Level 2.
The
tables summarize
the difference
between the
aggregate fair
value
and the
aggregate unpaid
balance
for
mortgage loans originated as held-for-sale measured
at fair value as of March 31, 2024 and December
Aggregate Unpaid
Fair Value
Principal Balance
Difference
Loans held for sale
$
5,352
$
5,285
$
Aggregate Unpaid
Fair Value
Principal Balance
Difference
Loans held for sale
$
3,239
$
3,202
$
No
loans held-for-sale were 90 or more days past
due or on nonaccrual status as of March 31,
2024 and December 31, 2023.
ended March 31, 2024,
changes in the
fair value of
mortgage loans held-for-sale for
which the Corporation
elected
the fair value option, were not considered material.
The fair value information included in the following
tables is not as of period end, but as
of the date that the fair value measurement
was recorded during the quarters ended March 31,
2024 and 2023 and excludes nonrecurring
fair value measurements of assets no
longer outstanding as of the reporting date.
Level 1
Level 2
Level 3
Total
NONRECURRING FAIR VALUE
Assets
Write-downs
Loans
[1]
$
$
$
$
$
(2,172)
[2]
1,416
1,416
(224)
Other foreclosed assets
[2]
(41)
at fair value on a nonrecurring basis
$
$
$
1,631
$
1,631
$
(2,437)
[1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
[2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
Level 1
Level 2
Level 3
Total
NONRECURRING FAIR VALUE
Assets
Write-downs
Loans
[1]
$
$
$
1,629
$
1,629
$
(3)
[2]
2,330
2,330
(628)
Other foreclosed assets
[2]
(4)
at fair value on a nonrecurring basis
$
$
$
3,974
$
3,974
$
(635)
[1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
[2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters
ended March 31, 2024 and 2023.
MBS
Other
CMOs
MBS
Other
as debt
classified as
account
account
debt
debt
Total
rights
assets
Balance at December 31, 2023
$
$
2,500
$
$
$
$
118,109
$
121,499
Gains (losses) included in earnings
(500)
(1)
(3,439)
(3,940)
Gains (losses) included in OCI
Settlements
(5)
(28)
(33)
Balance at March 31, 2024
$
$
2,000
$
$
$
$
114,964
$
117,821
Changes in unrealized gains (losses) included
in earnings relating to assets still held at March
$
$
(500)
$
$
$
$
(1,202)
$
(1,700)
MBS
Other
Other
CMOs
MBS
as debt
classified as
Total
rights
assets
Balance at December 31, 2022
$
$
1,000
$
$
$
$
128,350
$
130,596
Gains (losses) included in earnings
(1)
(8)
(1,376)
(1,385)
Gains (losses) included in OCI
(6)
(6)
Settlements
(50)
(25)
(26)
(101)
Balance at March 31, 2023
$
$
1,000
$
$
$
$
127,475
$
129,605
Changes in unrealized gains (losses)
included in earnings relating to assets
still held at March 31, 2023
$
$
$
$
$
$
1,286
$
1,295
Gains and losses (realized and unrealized) included in earnings for the quarters ended March 31, 2024 and 2023 for
Level 3 assets
and liabilities included in the previous tables
are reported in the consolidated statements of
operations as follows:
Changes in unrealized
Changes in unrealized
Total gains
gains (losses) relating to
Total gains
gains (losses) relating to
(losses) included
assets still held at
(losses) included
assets still held at
in earnings
reporting date
in earnings
reporting date
$
(3,439)
$
(1,202)
$
(1,376)
$
1,286
Trading account (loss) profit
(1)
(9)
(500)
(500)
Total
$
(3,940)
$
(1,700)
$
(1,385)
$
1,295
tables include
quantitative information
about significant
unobservable inputs
used to
derive the
of Level
instruments, excluding those instruments
for which the
unobservable inputs were not
developed by the
Corporation such as
prices
of prior transactions and/or unadjusted third-party pricing
sources at March 31, 2024 and 2023.
Fair value at
Valuation technique
Unobservable inputs
Weighted average (range) [1]
Other - trading
$
2.3
years
Yield
12.0%
10.8%
$
[2]
External appraisal
Haircut applied on
external appraisals
10.0%
[1]
Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
[2]
Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.
Fair value at
Valuation technique
Unobservable inputs
Weighted average (range) [1]
CMO's - trading
$
0.3
years (
0.1
0.5
years)
Yield
4.9
% (
4.9
% -
5.4
%)
9.2
% (
8.3
% -
27.8
%)
Other - trading
$
2.5
years
Yield
12.0%
10.8%
$
1,560
[2]
External appraisal
Haircut applied on
external appraisals
.0%
[1]
Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
[2]
Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.
Note 24 – Fair value of financial instruments
The fair
financial instruments
is the
amount at
which an
asset or
obligation could
be exchanged
in a
current transaction
between
willing
parties,
other
than
in
a
forced
or
liquidation
sale.
For
those
instruments
with
no
quoted
market
prices
available, fair values have been estimated using present
value calculations or other valuation techniques, as well
as management’s
best judgment with respect to current economic conditions, including discount rates, estimates of future cash flows, and prepayment
assumptions. Many of these
estimates involve various assumptions and
may vary significantly from
amounts that could be
realized
in actual transactions.
The fair values
reflected herein have been
determined based on the
prevailing rate environment at
31, 2023, as applicable. In different interest rate environments,
fair value estimates can differ significantly, especially for certain fixed
rate
instruments.
In
the
fair
values
presented
do
not
attempt
to
the
value
of
the
fee
generating businesses
and anticipated
future business
activities, that
is, they
do not
represent the
Corporation’s value
as a
going
concern. There have been
no changes in the
Corporation’s valuation methodologies and inputs
used to estimate the
fair values for
each class of financial assets and liabilities not measured at
fair value.
carrying amount and estimated fair
values of financial instruments with their
corresponding level in
value hierarchy.
The aggregate
amounts of
instruments disclosed
do not
represent management’s
estimate of the underlying value of the Corporation.
amount
Level 1
Level 2
Level 3
at NAV
Financial Assets:
$
320,486
$
320,486
$
$
$
$
320,486
5,920,785
7,793
[1]
27,303
8,316
18,737
27,303
[1]
11,752,337
2,607
Debt securities held-to-maturity:
$
$
$
$
$
$
55,981
6,918
49,284
56,202
Collateralized mortgage obligation-federal agency
1,536
1,364
1,364
Securities in wholly owned statutory business trusts
5,960
5,960
5,960
$
$
$
7,909,042
$
49,284
$
$
Equity securities:
FHLB stock
$
48,604
$
$
48,604
$
$
$
48,604
FRB stock
99,920
99,920
99,920
Other investments
47,223
40,933
6,531
47,800
Total equity securities
$
195,747
$
$
189,457
$
6,531
$
$
196,324
$
5,352
$
$
5,532
$
$
$
5,532
34,379,194
33,249,195
33,249,195
114,964
114,964
114,964
24,045
24,045
24,045
amount
Level 1
Level 2
Level 3
at NAV
Financial Liabilities:
$
$
$
$
$
$
8,430,548
8,430,548
$
$
$
63,484,260
$
$
$
63,484,260
$
66,090
$
$
66,088
$
$
$
66,088
Notes payable:
FHLB advances
$
373,665
$
$
358,046
$
$
$
358,046
Unsecured senior debt securities
394,285
410,228
410,228
Junior subordinated deferrable interest debentures
(related to trust preferred securities)
198,353
187,383
187,383
$
966,303
$
$
955,657
$
$
$
955,657
$
21,784
$
$
21,784
$
$
$
21,784
[1]
Refer to Note 23 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.
amount
Level 1
Level 2
Level 3
at NAV
Financial Assets:
$
420,462
$
420,462
$
$
$
$
420,462
6,991,758
7,113
[1]
31,568
16,859
14,425
31,568
[1]
12,789,902
3,106
Debt securities held-to-maturity:
$
$
$
$
$
$
59,628
7,007
52,671
59,678
Collateralized mortgage
obligation-federal agency
1,556
1,395
1,408
Securities in wholly owned statutory business trusts
5,960
5,960
5,960
$
$
$
8,106,701
$
52,684
$
$
Equity securities:
FHLB stock
$
49,549
$
$
49,549
$
$
$
49,549
FRB stock
98,948
98,948
98,948
Other investments
45,229
37,965
7,869
46,144
Total equity securities
$
193,726
$
$
186,462
$
7,869
$
$
194,641
$
4,301
$
$
4,328
$
$
$
4,328
34,335,630
33,376,255
33,376,255
118,109
118,109
118,109
24,419
24,419
24,419
amount
Level 1
Level 2
Level 3
at NAV
Financial Liabilities:
$
$
$
$
$
$
8,501,892
8,154,823
8,154,823
$
$
$
63,271,174
$
$
$
63,271,174
$
91,384
$
$
91,386
$
$
$
91,386
Notes payable:
FHLB advances
$
394,665
$
$
377,851
$
$
$
377,851
Unsecured senior debt securities
393,937
400,848
400,848
Junior subordinated deferrable interest debentures
(related to trust preferred securities)
198,346
180,076
180,076
$
986,948
$
$
958,775
$
$
$
958,775
$
21,103
$
$
21,103
$
$
$
21,103
[1]
Refer to Note 23 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.
The notional
commitments to
extend credit
was $
$
billion,
respectively, and
represented the unused portion of credit
facilities granted to customers. The
notional amount of letters of
credit at
2023 was
$
$
and represented
the contractual
amount
that is required to be paid in the event of nonperformance. The fair
value of commitments to extend credit and letters of credit, which
are based on the fees charged to enter into those
agreements, are not material to Popular’s
financial statements.
Note 25 – Net income per common share
sets forth the
computation of net
income per common
share (“EPS”), basic
and diluted, for
ended
March 31, 2024 and 2023
:
$
103,283
$
158,979
Preferred stock dividends
(353)
(353)
Net income applicable to common stock
$
102,930
$
158,626
Average common shares outstanding
71,869,735
71,541,778
Average potential dilutive common shares
97,068
64,418
Average common shares outstanding - assuming dilution
71,966,803
71,606,196
Basic EPS
$
1.43
$
2.22
Diluted EPS
$
1.43
$
2.22
For the quarters
ended March 31, 2024 and
2023, the Corporation calculated the impact
of potential dilutive common shares under
the
treasury
stock
method,
consistent
with
the
method
used
for
the
preparation
of
the
for
the
year
ended
31,
For
a
of
the
calculation
under
the
treasury
stock
method,
refer
to
Note
of
the
Financial Statements included in the 2023 Form 10-K.
Note 26 – Revenue from contracts with customers
The
table
the
revenue
streams
from
with
by
segment
for
the
quarters ended March 31, 2024 and 2023
.
BPPR
BPPR
$
35,016
$
2,426
$
32,152
$
2,526
Other service fees:
Debit card fees
14,049
12,948
Insurance fees, excluding reinsurance
10,556
1,846
10,798
1,307
Credit card fees, excluding late fees and membership
fees
35,800
36,174
Sale and administration of investment products
7,427
6,558
6,985
5,896
Total revenue from
contracts with customers
[1]
$
109,833
$
4,929
$
104,526
$
4,630
[1] The amounts include intersegment transactions of $
0.6
1.6
million, respectively, for the
quarters ended March 31, 2024 and 2023.
Revenue from contracts with
customers is recognized when,
or as, the performance
obligations are satisfied by
the Corporation by
transferring the
promised services
to
the customers.
A
service is
transferred to
the customer
when, or
as, the
customer obtains
control
of
that
service.
A
performance obligation
may
be
satisfied over
time
or
at
a
point
in
time.
Revenue from
a
obligation satisfied
over time
is recognized
the services
been rendered
to date.
Revenue from
a performance
obligation satisfied at a point in time
is recognized when the customer obtains control over the
service. The transaction price, or the
amount of revenue
recognized, reflects the
consideration the Corporation expects
to be entitled
to in exchange
for those promised
services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration
is included
in the
transaction price
only to
the extent
it is
probable that a
significant reversal
in the
cumulative revenue
recognized will
not occur.
is the
principal in
a transaction
if it
obtains control
of the
specified goods
or services
before they
are transferred
to
the customer.
If the
Corporation acts
as principal,
revenues are
the gross
consideration to which it expects to
be entitled and are not
netted with any related expenses. On the
other hand, the Corporation is
an agent if it does not control
the specified goods or services before they are transferred
to the customer. If
the Corporation acts as
an agent, revenues are presented in the amount
of consideration to which it expects to be entitled,
net of related expenses.
Following is a description of the nature and timing
of revenue streams from contracts with customers:
Service
charges
on
deposit
accounts
are
earned
on
retail
and
deposit
and
include,
but
are
not
limited
to,
nonsufficient fund
fees, overdraft
fees and
checks stop
payment fees.
These transaction-based
fees are
recognized at
a point
in
time,
upon
occurrence
of
an
or
event
or
upon
the
occurrence
of
a
which
triggers
the
fee
The
Corporation is acting as principal in these transactions.
Debit card fees
Debit card fees include, but are not limited to, interchange
fees, surcharging income and foreign transaction
fees.
These transaction-
based fees
are recognized at
a point in
time, upon
occurrence of an
activity or
event or upon
the occurrence of
a condition which
triggers
the
fee
Interchange
fees
are
upon
of
the
debit
card
payment
transactions.
The
Corporation is acting as principal in these transactions.
Insurance fees
Insurance fees
include, but
are
to, commissions
and contingent
commissions.
Commissions and
fees
are
when related
policies are effective
since the Corporation
have an enforceable
right to
payment for services
completed to
date.
An
is
created
for
to
commissions
earned
related
to
policy
cancellations.
Contingent
commissions
are
on
an
accrual
basis
when
the
amount
to
be
is
notified
by
the
company.
The
Corporation is acting
as an
agent since it
arranges for the
sale of
the policies and
receives commissions if,
and when, it
achieves
the sale.
Credit card fees
Credit card
fees include,
but are
to, interchange
fees, additional
card fees,
cash advance
fees, balance
transfer fees,
foreign transaction fees, and returned payments
fees. Credit card fees are
recognized at a point in
time, upon the occurrence of
an
activity or
an event.
Interchange fees
are recognized
upon settlement
of the
credit card
payment transactions. The
acting as principal in these transactions.
Sale and administration of investment products
Fees from
the sale
and administration
of investment
products include,
but are
to, commission
the sale
of
investment products, asset management fees, underwriting
fees, and mutual fund fees.
Commission income from investment products is recognized on the trade date since clearing, trade execution, and custody services
are satisfied when
the customer acquires
or disposes of
the rights to
obtain the economic
benefits of the
investment products and
brokerage contracts have no fixed duration and
are terminable at will by
either party. The
Corporation is acting as principal in these
transactions since it
performs the service
of providing the
customer with the
ability to acquire
or dispose of
the rights to
obtain the
economic benefits of investment products.
Asset
fees
are
over
time
and
are
in
arrears.
At
contract
inception,
the
of
the
asset
management fee
is constrained
inclusion in
the transaction
price since
the promised
consideration is
dependent on
the
market and thus
is highly susceptible
to factors
outside the manager’s
influence. As advisor,
the broker-dealer subsidiary
is acting
as principal.
Underwriting fees are
recognized at a point
in time, when
the investment products
are sold in
the open market at
a markup. When
the broker-dealer subsidiary is lead
underwriter, it is
acting as an agent. In
turn, when it is
a participating underwriter, it
is acting as
principal.
Mutual fund fees,
such as distribution fees,
are considered variable consideration
and are recognized over
time, as the
uncertainty
of the fees to be
received is resolved as NAV
is determined and investor activity occurs. The
promise to provide distribution-related
is
a
single
as
it
requires
the
of
a
series
of
distinct
that
are
substantially the same and have the same pattern of
transfer. When the broker-dealer subsidiary is acting as a distributor, it is acting
as principal. In turn, when it acts as third-party dealer, it is acting
as an agent.
are recognized from
retirement plan, mutual fund
administration, investment management, trustee, escrow,
and custody
and
safekeeping services.
These
asset
management services
are
a
single
performance obligation
as
it
requires the
provision of
a series
of distinct
services that
are substantially
and have
pattern of
transfer.
The performance
is
over
time,
except
for
optional
and
certain
other
that
are
at
a
point
in
time.
Revenues are recognized in
arrears,
when, or as,
the services are rendered.
The Corporation is
acting as principal since,
as asset
manager, it has the obligation to provide the specified service to the customer and
has the ultimate discretion in establishing the fee
paid by the customer for the specified services.
Note 27 – Leases
The
Corporation enters
in
the
of
into
operating and
finance
leases
for
land,
buildings
and
equipment.
These contracts generally do
not include purchase options
or residual value guarantees.
The remaining lease terms
of
0.1
to
30.8
years
considers options
to
extend the
leases for
up
to
years. The
Corporation identifies
leases when
it
has
both the
right to
obtain substantially all of the economic benefits from
the use of the asset and the right to direct
the use of the asset.
recognizes right-of-use
assets (“ROU
assets”) and
lease liabilities
operating and
finance leases
in its
Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. Refer to Note 12
and
Note
to
the
Statements,
for
on
the
balances of
these
lease
assets
and
The Corporation uses the
incremental borrowing rate for
purposes of discounting lease payments
for operating and finance leases,
since it
does not have
enough information to
determine the rates
implicit in the
leases. The discount
rates are based
on fixed-rate
and
fully
amortizing
of
its
banking
that
are
collateralized.
For
leases
held
by
subsidiaries, a credit spread is added to this rate
based on financing transactions with a similar
credit risk profile.
The following table presents the undiscounted
cash flows of operating and finance leases for
each of the following periods:
Remaining
Later
Years
Total Lease
Payments
Less: Imputed
Total
Operating Leases
$
23,167
$
28,327
$
19,932
$
14,531
$
12,074
40,740
$
138,771
$
(17,438)
$
121,333
Finance Leases
3,380
4,605
4,374
3,017
2,344
10,434
28,154
(3,257)
24,897
The following table presents the lease cost recognized
by the Corporation in the Consolidated
Statements of Operations as follows:
Finance lease cost:
Amortization of ROU assets
$
$
Interest on lease liabilities
Operating lease cost
7,688
7,854
Short-term lease cost
Variable lease cost
Sublease income
(20)
(9)
Total lease cost
[1]
$
8,838
$
9,094
[1]
Total lease cost
is recognized as part of net occupancy expense.
The
table
supplemental
cash
flow
and
other
related
related
to
and
finance
leases.
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
7,771
$
7,754
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for new lease obligations:
$
1,127
$
1,796
Weighted-average remaining lease term:
7.2
years
7.3
years
8.2
years
8.2
years
Weighted-average discount rate:
3.3
%
3.0
%
3.8
%
4.1
%
As of March 31, 2024, the Corporation had additional
operating leases contracts that have not yet commenced
with an undiscounted
contract amount of $
3.9
million, which will have lease terms ranging
from
to
years.
Note 28 – Pension and postretirement benefits
The
has
a
non-contributory
defined
benefit
pension
plan
and
supplementary
pension
benefit
restoration
plans
for
regular employees of
certain of its
subsidiaries (the “Pension
Plans”). The accrual
of benefits under
the Pension Plans
is frozen to
all
participants.
The
also
certain
postretirement
health
care
benefits
for
retired
of
certain
subsidiaries (the “OPEB Plan”).
The components of net periodic cost for the
Pension Plans and the OPEB Plan for the periods presented
were as follows:
Pension Plans
OPEB Plan
Personnel Cost:
Service cost
$
$
$
$
Other operating expenses:
Interest cost
7,558
7,887
1,421
1,520
Expected return on plan assets
(8,594)
(8,591)
Amortization of prior service cost/(credit)
Amortization of net loss
4,166
5,366
(548)
(553)
Total net periodic
pension cost
$
3,130
$
4,662
$
$
1,015
The Corporation paid the following contributions to the plans for the quarter
ended March 31, 2024 and expects to pay the following
contributions for the year ending December 31, 2024.
For the quarter ended
For the year ending
December 31, 2024
Pension Plans
$
$
OPEB Plan
$
1,597
$
5,744
Note 29 - Stock-based compensation
On May 12,
2020, the stockholders of
the Corporation approved the
2020 Omnibus Incentive Plan,
which permits the
Corporation to
issue several
types of
stock-based compensation
to employees
and directors
of the
Corporation and/or
any of
its
subsidiaries (the
“2020 Incentive
Plan”). The
2020 Incentive
Plan replaced
the Popular,
Inc. 2004
Omnibus Incentive
Plan, which
was in effect
prior to the adoption of
the 2020 Incentive Plan (the
“2004 Incentive Plan” and, together
with the 2020 Incentive
Plan,
the “Incentive Plan”). Participants under the Incentive Plan are designated by the Talent and Compensation Committee of the Board
of Directors (or its delegate, as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stock and
performance shares to its employees and restricted
stock and restricted stock units (“RSUs”)
to its directors.
The restricted
stock granted
Incentive Plan
to employees
becomes vested
the employees’
continued service
with
Popular.
Unless otherwise stated in an agreement, the compensation cost associated with the shares of restricted stock
granted prior to 2021 was determined based on a two-prong vesting schedule. The first part is vested ratably over five or four years
commencing at the date of grant (“the graduated vesting portion”) and the second part is vested at termination of employment after
attainment of 55 years of age and 10 years of service or 60 years of age and 5 years of service (“the retirement vesting portion”).
The graduated vesting portion is accelerated at termination of employment after attaining the earlier of 55 years of age and 10 years
of service or 60 years of age and 5 years of service. Restricted stock granted on or after 2021 will vest ratably in equal annual
installments over a period of 4 years or 3 years, depending on the classification of the employee. The vesting schedule is
accelerated at termination of employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age
and 5 years of service.
The
performance share
awards
granted
under
the
Incentive
Plan
consist
of
the
opportunity
to
receive
shares
of
Inc.’s
common stock provided that the Corporation achieves certain goals during a three-year performance cycle.
The goals will be based
on
two
metrics
weighted
equally:
the
Relative
Total
Shareholder
Return
(“TSR”)
and
the
Absolute
Return
on
Average
Common Equity
(“ROATCE”).
The TSR metric
is considered to
be a
market condition under
ASC 718.
For equity settled
awards
based
on a
market condition,
the
is
determined as
of the
and
is not
subsequently revised
actual
performance.
The
ROATCE
metric
is
to
be
a
performance condition
under ASC
The
is
determined
the probability
of achieving
the ROATCE
goal as
of each
reporting period.
The TSR
and ROATCE
metrics are
equally
weighted and
work independently.
The number of shares that will ultimately vest ranges from 50% to a 150% of target based on
both market (TSR) and performance (ROATCE) conditions. The performance shares vest at the end of the three-year performance
cycle. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age
and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance cycle.
The
table
summarizes
the
stock
and
shares
under
the
Incentive
Plan
for
members
of
management.
(Not in thousands)
Shares
Weighted-Average
Grant Date Fair
Value
Non-vested at December 31, 2022
281,963
$
56.50
Granted
257,757
66.01
Performance Shares Quantity Adjustment
19,753
75.32
Vested
(243,133)
66.31
(16,444)
55.82
Non-vested at December 31, 2023
299,896
$
58.20
Granted
143,084
85.57
Performance Shares Quantity Adjustment
33,858
88.92
Vested
(185,177)
79.81
69.92
Non-vested at March 31, 2024
292,072
$
61.48
2024,
77,859
shares of
(March 31,
2023 -
69,488
) and
65,225
shares (March 31, 2023 -
57,715
) were awarded to management under the
Incentive Plan.
During
the
quarter
ended
March
31,
2024,
the
$
6.4
million
of
stock
expense
related
to
management incentive awards, with a tax benefit of $
0.6
4.4
million, with a tax benefit of $
0.3
million). For
the fair market
value of the
restricted stock and performance
shares vested was
$
9.5
and $
13.2
vesting date.
This excess
requires the
recognition of
a windfall
tax benefit
of $
1.4
million that
was
recorded as a
reduction in income
tax expense. For
the Corporation recognized
$
5.0
performance shares expense, with a tax benefit of $
0.3
3.6
million, with a tax benefit of $
0.1
million). The
total
unrecognized
compensation
cost
related
to
non-vested
stock
awards
and
shares
to
members
of
management at March 31, 2024 was $
11.4
million and is expected to be recognized over
a weighted-average period of
1.79
years.
The following table summarizes the restricted stock
activity under the Incentive Plan for members of
the Board of Directors:
(Not in thousands)
RSUs / Unrestricted stock
Weighted-Average
Grant
Date Fair Value per Unit
Non-vested at December 31, 2022
$
Granted
39,104
55.30
Vested
(39,104)
55.30
Non-vested at December 31, 2023
$
Granted
1,195
82.08
Vested
(1,195)
82.08
Non-vested at March 31, 2024
$
The
equity
awards
granted
to
members
of
the
Board
of
Directors
of
Inc.
(the
“Directors”)
will
vest
and
become
non-
forfeitable on the
of such
award. Effective in
May 2019 all
equity awards granted
to the
Directors may be
paid in
either
common stock or RSUs, at the Directors’ election. If RSUs are elected
the Directors may defer the delivery of the shares of common
stock underlying the RSUs award after their retirement.
To
the extent that cash dividends are paid
on the Corporation’s outstanding
common stock, the Directors
will receive an additional number of RSUs
that reflect reinvested dividend equivalent.
2024,
1,195
RSUs were granted to the
Directors (March 31, 2023 -
1,029
).
During this period,
recognized $
thousand of
expense related
to
these RSUs,
with a
tax
benefit of
$
thousand
(March 31, 2023
- $
thousand, with a
tax benefit of
$
thousand). The fair
value at vesting
date of the
RSUs vested during the
quarter ended March 31, 2024 for Directors was
$
thousand
.
Note 30 – Income taxes
The reason for the difference between the income
tax expense applicable to income before provision
for income taxes and the
amount computed by applying the statutory tax rate
in Puerto Rico, were as follows:
Amount
% of pre-tax
income
Amount
% of pre-tax
income
Computed income tax expense at statutory rates
$
59,569
%
$
76,985
%
Net benefit of tax exempt interest income
(28,759)
(18)
(21,902)
(11)
Effect of income subject to preferential tax rate
(1,420)
(1)
(855)
Deferred tax asset valuation allowance
2,563
(4,565)
(2)
Difference in tax rates due to multiple jurisdictions
(673)
(5,169)
(3)
Tax on intercompany
distributions
[1]
24,325
U.S., States, and local taxes
1,036
3,355
Others
(1,073)
(1)
(1,535)
(1)
$
55,568
%
$
46,314
%
[1]
16.5
million of out-of-period adjustment.
For the quarter ended March 31, 2024,
the Corporation recorded an income tax expense
of $
55.6
million compared to $
46.3
million
for the
quarter ended March
31, 2023. As
discussed in Note
2, the tax
expense for the
first quarter of
2024 includes $
23.0
related
to
intercompany distributions,
out
of
which
$
16.5
million
were related
to
an
out-of-period adjustment
the
Corporation’s U.S. subsidiary’s non-payment of
taxes on certain intercompany distributions
to the Bank Holding
Company (BHC) in
a foreign
corporation for
U.S. tax
purposes. During
years 2023
and 2022,
$
5.5
$
5.4
should have been
recognized as additional income
tax expense, and
an aggregate of
$
5.6
years prior to
As a
result of
this adjustment,
the deferred
NOL of
the BHC
and its
related valuation
allowance was
reduced by
$
53.7
million. The
Corporation also
recognized $
6.5
expense during
to
reflect the U.S. federal tax withholding liability and estimated related Puerto Rico income tax arising from a $
million dividend paid
during the quarter.
2023, the Corporation reported a reversal of
a valuation allowance on a tax
credit expected to be realized on the U.S. operations.
The following table presents a breakdown of the
significant components of the Corporation’s deferred tax assets
and liabilities.
PR
US
Total
Deferred tax assets:
Tax credits available
for carryforward
$
$
10,749
$
11,012
Net operating loss and other carryforward available
53,852
619,457
673,309
Postretirement and pension benefits
37,314
37,314
246,566
29,866
276,432
Depreciation
6,774
6,651
13,425
FDIC-assisted transaction
152,665
152,665
Lease liability
28,280
19,272
47,552
Unrealized net loss on investment securities
309,191
20,406
329,597
Difference in outside basis from pass-through entities
44,008
44,008
Mortgage Servicing Rights
14,378
14,378
49,600
10,041
59,641
942,891
716,442
1,659,333
Deferred tax liabilities:
Intangibles
85,564
52,715
138,279
Right of use assets
25,839
16,940
42,779
Deferred loan origination fees/cost
(823)
2,085
1,262
Loans acquired
19,703
19,703
6,854
7,276
137,137
72,162
209,299
Valuation allowance
71,380
378,910
450,290
Net deferred tax asset
$
734,374
$
265,370
$
999,744
PR
US
Total
Deferred tax assets:
Tax credits available
for carryforward
$
$
10,281
$
10,544
Net operating loss and other carryforward available
122,634
620,982
743,616
Postretirement and pension benefits
38,121
38,121
244,956
28,222
273,178
Depreciation
6,774
6,578
13,352
FDIC-assisted transaction
152,665
152,665
Lease liability
29,070
20,492
49,562
Unrealized net loss on investment securities
312,583
19,037
331,620
Difference in outside basis from pass-through entities
46,056
46,056
Mortgage Servicing Rights
14,085
14,085
47,679
9,625
57,304
1,014,886
715,217
1,730,103
Deferred tax liabilities:
Intangibles
84,635
51,944
136,579
Right of use assets
26,648
18,030
44,678
Deferred loan origination fees/cost
(1,056)
1,486
Loans acquired
20,430
20,430
6,402
6,824
137,059
71,882
208,941
Valuation allowance
139,347
374,035
513,382
Net deferred tax asset
$
738,480
$
269,300
$
1,007,780
The net
assets
shown in
the table
above at
2024, is
the consolidated
statements of
condition as $
1.0
billion in net deferred tax assets in the
“Other assets” caption (December 31, 2023 - $
1.0
billion) and $
1.3
tax
in
the
“Other
liabilities”
caption
$
1.3
million),
reflecting
the
tax
assets
or
of
tax-paying subsidiaries
of
the
in
their
respective tax
jurisdiction, Puerto
Rico
or
the
United States.
At
March
31,
2024,
the
net
tax
assets
of
the
U.S.
to
$
million
with
a
of
million, for
net deferred
tax
assets after
valuation allowance
of
The
evaluates the
realization of
the deferred
tax
assets on
a quarterly
basis by
taxing
jurisdiction. The
U.S.
operation has
sustained
profitability
for
the
last
three
calendar
years
and
for
the
quarter
ended
March
31,
These
historical
results
are
objectively verifiable positive evidence, evaluated together with
the positive evidence of stable credit metrics, in combination with the
length of
the expiration
of the
NOLs. On
the other
hand, the
Corporation evaluated
the negative
evidence accumulated
years, including
financial results
lower than
expectations and
challenges to
the economy
due to
inflationary pressures
and global
geopolitical uncertainty that have resulted in
a trend of reduction of pre-tax
income over the last three years.
As of March 31, 2024,
after weighting all positive
and negative evidence, the
Corporation concluded that it is
more likely than not
that approximately $
million
of
the
tax
assets
from
the
U.S.
operations,
mainly
of
net
losses,
will
be
realized.
The
based
this
determination
on
its
estimated
to
realize
the
tax
assets
for
the
remaining
carryforward period, together with the historical level
of book income adjusted by permanent
differences. Management will continue
to
monitor
and
review
the
U.S.
operation’s
results,
recent
trends,
the
pre-tax
forecast,
any
new
tax
initiative,
and
other
factors,
net
income
versus
forecast,
targeted
loan
growth,
net
income
margin,
changes
in
deposit
costs,
for
credit
losses,
charge
offs,
NPLs
inflows
and
NPA
balances.
Significant
adverse
changes
or
a
combination of changes in these factors could impact
the future realization of the deferred tax assets.
Corporation’s net
deferred tax assets
related to its
operations amounted to
$
The
Corporation’s Puerto Rico
Banking operation has
a historical record
of profitability.
This is considered
a strong piece
of objectively
verifiable positive evidence that outweighs any
negative evidence considered by Management in
the evaluation of the realization
of
the
tax
assets.
Based
on
this
evidence
and
of
future
taxable
income,
the
has
concluded that it is more likely than not that such net
deferred tax assets of the Puerto Rico Banking
operations will be realized.
The Holding Company operation has been in a cumulative
loss position in recent years.
Management expects these losses will be a
trend
in
future
years.
This
objectively
verifiable
evidence is
by
Management strong
evidence that
suggests that
income in
future years
will be
support the
realization of
all deferred
tax assets.
After weighting
of all
positive
and
negative evidence
Management concluded,
as
of
the reporting
date,
that
it
is
more
likely
than
not that
the
Holding
Company will not be
able to realize any
portion of the deferred tax
assets. Accordingly, the
Corporation has maintained a valuation
allowance on the deferred tax assets of $
million as of March 31, 2024.
The reconciliation of unrecognized tax benefits, excluding
interest, was as follows:
Balance at January 1
$
1.5
$
2.5
Balance at March 31
$
1.5
$
2.5
2024, the total amount
of accrued interest recognized
in the statement
of financial condition amounted
to $
2.3
million
2.3
million). The total interest expense recognized
at March 31, 2024 was
$
thousand, (March 31, 2023–
$
thousand). Management
determined that
at
March
31,
2023, there
was
no
need
to
accrue for
the
payment of penalties. The Corporation’s policy is to report interest related to unrecognized tax benefits in income tax expense, while
the penalties, if any, are reported in other operating expenses in the
consolidated statements of operations.
After consideration
of the
effect on
U.S. federal
tax of
unrecognized U.S.
state tax
benefits, the
of unrecognized
tax
benefits, including U.S. and Puerto Rico, that if recognized, would affect the Corporation’s effective tax rate, was approximately $
2.9
million at March 31, 2024 (December 31, 2023 - $
2.9
The amount of
unrecognized tax benefits
may increase or
decrease in the
future for various
reasons including adding amounts
for
current
tax
year
positions,
expiration
of
open
income
tax
returns
due
to
the
statutes
of
limitation,
changes
in
Management’s
judgment about
of uncertainty,
status of
examinations, litigation
and legislative
activity and
the addition
or elimination
of
uncertain tax positions.
The Corporation does not
anticipate a reduction
in the total
amount of unrecognized tax
benefits within the
next 12 months.
The
Corporation and
its subsidiaries
file
returns in
Puerto
Rico, the
U.S. federal
jurisdiction, various
U.S. states
and
political subdivisions,
and foreign
jurisdictions. At
following years
remain subject
to
examination in
Federal jurisdiction: 2020 and thereafter; and
in the Puerto Rico jurisdiction, 2018 and thereafter.
Note 31 – Supplemental disclosure on the consolidated
statements of cash flows
Additional disclosures on cash flow information and non-cash
activities for the quarters ended March 31,
2024 and March 31, 2023
are listed in the following table:
Non-cash activities:
Loans transferred to other real estate
$
16,133
$
18,367
Loans transferred to other property
20,224
17,343
Total loans transferred
to foreclosed assets
36,357
35,710
Loans transferred to other assets
13,464
2,778
Financed sales of other real estate assets
2,725
3,203
Financed sales of other foreclosed assets
13,689
13,232
Total financed sales
of foreclosed assets
16,414
16,435
Financed sale of premises and equipment
22,495
14,105
Transfers from loans held-in-portfolio to
loans held-for-sale
2,763
2,475
Transfers from loans held-for-sale to loans
1,722
1,500
Loans securitized into investment securities
[1]
2,205
10,966
Trades receivable from brokers and counterparties
10,307
Trades payable to brokers and counterparties
Net change in receivables from investments maturities
125,000
99,620
Recognition of mortgage servicing rights on securitizations
or asset transfers
Loans booked under the GNMA buy-back option
2,181
Capitalization of lease right of use asset
1,152
2,699
[1]
Includes loans securitized into trading securities and subsequently
sold before quarter end.
The following table provides a reconciliation of
cash and due from banks, and restricted cash
reported within the Consolidated
Statement of Financial Condition that sum to the total of
the same such amounts shown in the Consolidated
Statement of Cash
Flows.
$
305,869
$
427,160
Restricted cash and due from banks
14,617
34,853
Restricted cash in money market investments
7,793
7,173
Total cash and due
from banks, and restricted cash
[2]
$
328,279
$
469,186
[2]
Refer to Note 4 - Restrictions on cash and due from banks
and certain securities for nature of restrictions.
Note 32 – Segment reporting
The
corporate
structure
of
two
segments
–
Banco Popular de Puerto Rico and Popular U.S.
Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess
where to allocate resources.
The segments were
determined based on the
organizational structure, which focuses
primarily on the
markets the segments serve, as well as on the products
and services offered by the segments.
Banco Popular de Puerto Rico:
The Banco Popular de
Puerto Rico reportable segment
includes commercial, consumer and retail
banking operations conducted at
BPPR, including
U.S. based
activities conducted
through its
Branch. It
also includes
the lending
operations of
Popular
Auto
and
Popular
Mortgage.
Other
within
the
BPPR
segment
include
the
trust
service
units
of
BPPR,
asset
management services of Popular Asset
Management, the brokerage and investment
banking operations of Popular
Securities, and
the insurance agency and reinsurance businesses
of Popular Insurance, Popular Risk Services, Popular
Life Re, and Popular Re.
Popular U.S.:
Popular U.S. reportable segment
consists of the
banking operations of Popular
Bank (PB), Popular Insurance
Agency, U.S.A.,
and
PEF.
PB
operates through
a retail
branch network
in the
U.S. mainland
name of
and equipment
leasing and
financing services through PEF.
Popular Insurance Agency,
U.S.A. offers investment and insurance
services across the PB
branch
network.
The Corporate group
consists primarily of
the holding companies
Popular, Inc.,
Popular North America,
Popular International Bank
and certain of the Corporation’s investments accounted for under
the equity method, including Centro Financiero BHD, León.
The
of
the
segments
are
the
same
as
those
of
the
Transactions
between
reportable segments are primarily conducted at market rates, resulting
in profits that are eliminated for reporting consolidated results
of operations.
The tables that follow present the results of operations
and total assets by reportable segments:
Intersegment
BPPR
$
472,841
$
84,853
$
60,680
11,435
145,669
7,120
(56)
13,009
1,943
393,805
67,788
(56)
29,206
3,456
$
121,326
$
7,040
$
$
57,250,662
$
13,686,037
$
(359,383)
Reportable
Segments
Inc.
Net interest income (expense)
$
557,694
$
(6,950)
$
$
550,744
72,115
72,598
152,733
11,722
(637)
163,818
14,952
15,361
461,537
6,611
(1,191)
466,957
32,662
22,676
55,568
Net income (loss)
$
128,366
$
(25,407)
$
$
103,283
$
70,577,316
$
5,723,198
$
(5,363,575)
$
Intersegment
BPPR
$
449,820
$
90,086
$
45,708
2,065
147,471
6,384
(136)
11,669
1,814
363,715
63,317
(136)
42,832
3,976
$
132,883
$
24,987
$
$
55,770,442
$
12,147,556
$
(541,534)
Reportable
Segments
Inc.
Net interest income (expense)
$
539,907
$
(8,251)
$
$
531,656
47,773
(136)
47,637
153,719
9,714
(1,472)
161,961
13,483
13,842
426,896
(1,076)
426,050
Income tax expense (benefit)
46,808
(321)
(173)
46,314
$
157,871
$
1,331
$
(223)
$
158,979
$
67,376,464
$
5,803,751
$
(5,504,456)
$
67,675,759
Geographic Information
The following information presents selected
financial information based on the
geographic location where the Corporation conducts
its business. The
banking operations of BPPR
are primarily based in
Puerto Rico, where it
has the largest retail
banking franchise.
BPPR
also
conducts
banking
in
the
U.S.
Virgin
Islands,
the
British
Virgin
Islands
and
New
York.
banking
operations in
the mainland
include commercial
lending activities.
BPPR’s commercial
lending activities
in the
U.S.,
through its New York
Branch, include periodic loan participations with PB.
During the quarter ended March
31, 2024, BPPR did
no
t
participate in loans originated
by PB (March 31,
million). Total
assets for the BPPR
segment related to its
operations in
the United States amounted to $
1.5
billion (December 31, 2023 - $
1.5
billion), including $
million in multifamily loans (December
million), $
million in commercial real estate loans (December 31, 2023 -
$
million), $
million in C&I loans
(December 31, 2023
- $
million), and $
million in unsecured personal
loans (December 31, 2023
- $
million). During the
quarter
ended
March
31,
2024,
the
BPPR
segment
generated
$
29.8
million
(March
31,
$
25.4
million)
in
revenues from
its operations
in the
United States,
including net
service fees.
In the
Virgin Islands,
the
BPPR
segment
offers
banking
products, including
loans
and
deposits. The
BPPR segment
generated $
10.6
million
in
during the first quarter of 2024 (March 31,
11.6
million) from its operations in the U.S. and
British Virgin Islands.
Geographic Information
Quarter ended
Revenues:
[1]
$
565,744
$
547,903
126,741
125,045
Other
22,077
20,669
Total consolidated
$
714,562
$
693,617
[1]
Total revenues include
net interest income, service charges on deposit accounts,
other service fees, mortgage banking activities, net
gain,
including impairment on equity securities, net gain on trading
account debt securities, adjustments to indemnity reserves
on loans sold and
other operating income.
Selected Balance Sheet Information:
$
54,507,722
$
54,181,300
Loans
22,649,624
22,519,961
51,350,879
51,282,007
$
15,186,839
$
15,343,156
Loans
11,931,955
12,006,012
10,716,008
10,643,602
Other
$
1,242,378
$
1,233,699
Loans
542,511
543,299
[1]
1,741,897
1,692,634
[1]
Represents deposits from BPPR operations located in the
U.S. and British Virgin Islands.
AND RESULTS OF OPERATIONS
This
report
and
analysis
(“MD&A”)
of
the
consolidated
and
of
Inc.
(the
“Corporation”
or
“Popular”). All
accompanying
tables,
and
notes
elsewhere in this report should be considered an
integral part of this analysis.
The Corporation is a
diversified, publicly-owned financial holding company subject to the
supervision and regulation of the Board
of
Governors of the Federal Reserve System. The Corporation has
operations in Puerto Rico, the United States (“U.S.”) mainland and
the
U.S.
and
British
Virgin
Islands.
In
Puerto
Rico,
the
retail,
and
banking
through its principal banking subsidiary, Banco Popular de Puerto Rico (“BPPR”), as well as investment
banking, broker-dealer, auto
and
leasing
and
and
through
specialized
In
the
U.S.
mainland,
the
Corporation provides
retail, mortgage
and
commercial banking
services, as
well as
equipment leasing
and
financing, through
its
New
York-chartered
banking
Popular
Bank
(“PB”
or
“Popular U.S.”),
which
has
branches
located
in
New
York,
New
Jersey
and
Florida.
Note
to
the
about
the
segments.
SIGNIFICANT EVENTS
FDIC Special Assessment Increase in Estimate
On
November 16,
2023,
the
Federal
Deposit
a
final
rule
that
imposes
a
special
in
March 2023,
of the systemic
risk exception to
the least-cost resolution
test under the
Federal Deposit Insurance
Act in
with
the
receiverships
of
several
failed
banks.
In
with
this
assessment,
the
an
expense
of
$71.4 million, $45.3 million net of tax, in the fourth quarter of 2023, representing the full amount of the estimated assessment at that
time.
During the quarter ended March 31, 2024, the Corporation
recorded an additional expense of $14.3 million, $9.1
million net of tax, to
FDIC's higher loss
estimate which increased
from $16.3 billion,
when approved, to
$20.4 billion during
The
special assessment
collection period
may change
as the
estimated loss
is periodically
adjusted or
if the
collected varies.
Tax impact on Intercompany Distributions
The
net
income
for
the
quarter
2024,
$22.9 million of
expenses,
of
which
$16.5 million
is
in
expense
and $6.4
million is
other operating
expenses,
an out-of-period
adjustment associated
Corporation’s U.S. subsidiary’s
non-payment of taxes
on certain intercompany
distributions to the
Bank Holding Company
(BHC) in
a foreign
corporation for
U.S. tax
purposes. The
adjustment corrected
errors for
expense that
should have
been recognized
of $5.5
$5.4 million
in the
years 2023
and 2022,
and an
aggregate of
$5.6
million, in the years prior to 2022. The $6.4 million recognized as other operating expense corresponded to interest due up to March
31, 2024 on
the related late
payment of the
withholding tax, of which
approximately $3.0 million correspond
to years prior
to 2022.
As a result of this adjustment, the deferred
tax asset related to NOL of the BHC
and its related valuation allowance was reduced by
$53.7
The
evaluated
the
impact
of
the
out-of-period
adjustment
and
it
was
not
to
any
previously issued interim or
annual consolidated financial statements and
the adjustment is
not expected to be
material to the year
ending December 31, 2024.
also recognized
$6.5 million
in income
2024 to
U.S.
federal
tax withholding
liability and
estimated related
arising from
a $50
million dividend
paid during
the
Dividends from
subsidiaries to
the BHC
are subject
to a
Federal 10%
withholding tax
and ordinary
Rico, subject
to
foreign tax
credits,
use of
available net
operating losses
and certain
other limitations.
does
not
anticipate the tax treatment of U.S. sourced dividends
to the BHC to impact BHC liquidity or future
capital actions.
OVERVIEW
Table 1 provides selected financial data and performance indicators for the quarters ended
March 31, 2024 and 2023.
Table 1 - Financial highlights
Financial Condition Highlights
Ending Balances at
Average for the quarter ended
$
$
$
(1,070,293)
$
6,483,615
$
5,736,352
$
747,263
26,324,139
25,148,673
1,175,466
27,698,252
28,076,090
(377,838)
Loans
54,818
35,059,391
32,048,055
3,011,336
Earning assets
67,376,807
67,216,816
159,991
69,241,258
65,860,497
3,380,761
178,784
72,294,855
68,843,309
3,451,546
190,541
64,032,945
61,145,654
2,887,291
1,032,393
1,078,332
(45,939)
1,056,673
1,167,845
(111,172)
Total liabilities
65,759,625
65,611,202
148,423
66,096,115
63,202,001
2,894,114
30,361
6,198,740
5,641,308
557,432
Note: Average balances exclude unrealized gains or losses on debt securities available-for-sale.
Operating Highlights
$
550,744
$
531,656
$
19,088
72,598
47,637
24,961
163,818
161,961
1,857
Operating expenses
483,113
440,687
42,426
Income before income tax
158,851
205,293
(46,442)
55,568
46,314
9,254
$
103,283
$
158,979
$
(55,696)
Net income applicable to common stock
$
102,930
$
158,626
$
(55,696)
Net income per common share - basic
$
1.43
$
2.22
$
(0.79)
Net income per common share - diluted
$
1.43
$
2.22
$
(0.79)
Dividends declared per common share
$
0.62
$
0.55
$
0.07
Selected Statistical Information
Common Stock Data
End market price
$
88.09
$
57.41
Book value per common share at period end
71.32
61.82
Profitability Ratios
Return on assets
0.57
%
0.93
%
Return on common equity
6.07
10.00
2.38
2.68
Net interest spread (taxable equivalent) - Non-GAAP
2.60
2.92
Net interest margin
3.16
3.22
Net interest margin (taxable equivalent) - Non-GAAP
3.38
3.46
Capitalization Ratios
Average equity to average assets
8.57
%
8.19
%
Common equity Tier 1 capital
16.36
16.73
Tier I capital
16.42
16.79
Total capital
18.19
18.61
Tier 1 leverage
8.45
8.37
Non-GAAP Financial Measures
This Form 10-Q
contains financial information
prepared under accounting
principles generally accepted in
the United
States (“U.S.
GAAP”) and
non-GAAP financial
measures. Management
uses non-GAAP
financial measures
when it
has
determined
that
these
provide
meaningful
about
the
of
the
Corporation’s ongoing operations.
Non-GAAP financial measures used by the
Corporation may not be comparable
to
similarly named non-GAAP financial measures used by other companies.
Adjusted net income - Non-GAAP Financial Measure
In
addition
to
analyzing
the
results
on
a
basis,
monitors
the
“Adjusted
net
income”
of
the
and
excludes
the
impact
of
certain
on
the
results
of
its
operations.
Management
that
the
“Adjusted
net
income”
meaningful
about
the
performance of the Corporation’s ongoing operations. The “Adjusted net income” is a non-GAAP financial measure.
the Adjusted
net income
for the
of March
no non-
GAAP adjustments for the quarter ended March 31, 2023.
Table 2 - Adjusted Net Income
for the Quarter Ended March 31, 2024 (Non-GAAP)
(Unaudited)
Income before
Income tax
expense
Total
U.S. GAAP Net income
$158,851
$55,568
$103,283
Non-GAAP Adjustments:
FDIC Special Assessment [1]
14,287
(5,234)
9,053
Adjustments related to intercompany distributions [1]
6,400
16,483
22,883
Adjusted net income (Non-GAAP)
$179,538
$44,319
$135,219
[1] Refer to the Overview section of Management’s Discussion
and Analysis included in this Form 10-Q for a description
of this item.
Net interest income on a taxable equivalent basis
– Non-GAAP Financial Measure
income on
equivalent basis
is a
non-GAAP financial
measure. Management
believes that
this presentation
provides meaningful information since it facilitates the comparison
of revenues arising from taxable and tax-exempt sources.
interest earning
assets include
investment securities
and loans
exempt from
income tax,
principally in
Puerto
Rico. The
main sources
of tax-exempt
are certain
investments in
obligations of
the
U.S. Government,
its
agencies and
sponsored entities,
certain obligations
of the
Commonwealth of
and/or its
agencies and
municipalities,
and assets
held by the
Corporation’s international banking
entities. To
facilitate the comparison
of interest related
to these
assets,
the
has
been
converted
to
a
taxable
equivalent
basis,
using
the
income
tax
rates
for
each
period.
According to the
Puerto Rico tax
law, a
portion of interest
cost, based on
an equal proportion
of tax-exempt assets to
total assets,
and an
allocation of
general and
administrative expenses
should be
attributed to
exempt income,
reducing the
benefit of
the tax
exempt income, and as such
the disallowance of such
deduction is considered in the
taxable equivalent computation. The effective
yield, on
equivalent basis, will
vary depending on
of these
expenses that are
attributed to the
available exempt
income.
Net interest income on
a taxable equivalent basis,
with its different components,
along with the reconciliation to
net interest income
(GAAP),
for
the
quarter
ended
March
31,
as
with
the
same
period
in
2023,
segregated by
major
categories
of
interest earning assets and interest-bearing
liabilities are included in Table 3 of the Operating Results Analysis section below.
Tangible Common Equity and Tangible Assets
common equity,
tangible common equity ratio, tangible
assets and tangible book
value per common share
are non-GAAP
financial measures.
ratio and
tangible book
value per
common share
in conjunction
with more
traditional
bank
capital
ratios
are
commonly
used
by
banks
and
analysts
to
compare
the
capital
adequacy
of
banking
organizations
with
significant amounts
of goodwill
intangible assets,
typically stemming
use of
the purchase
accounting method
for
mergers and acquisitions.
common equity,
tangible assets and
other related measures
should not be
used in
isolation or
as
a
substitute
for
stockholders'
equity,
total
assets
or
any
other
measure
calculated
in
accordance
with
GAAP.
Moreover,
the
manner in which the Corporation calculates its tangible common
equity, tangible assets and
other related measures may differ from
that of other companies reporting measures with
similar names.
Table
9 provides
of total
stockholders’ equity
to tangible
and total
assets to
tangible assets
as of
March 31, 2024, and December 31, 2023.
Financial highlights for the quarter ended March 31, 2024
For the
quarter ended March
Corporation recorded net
income of $
103.3 million, compared
to net
income of $
159.0 million for the same quarter of the
previous year. Net interest margin for the first
quarter of 2024 was 3.16%, a decrease
of 6 basis
points when compared to
3.22% for the same
quarter of the previous
year. The
decrease was mainly due
deposit costs, principally from
the Puerto Rico
public sector and from
online deposits in the
U.S., which was partially
offset by
higher yield
from money
market investments
and
loans. On
equivalent basis,
the net
interest margin
was 3.38%,
compared to 3.46% for the same quarter of
the previous year.
For the
losses of
$72.6 million,
$47.6 million for the same
quarter of the previous year.
The higher provision for credit losses
was driven by higher reserves in
our commercial
and consumer
portfolios mostly
due to
higher loan
volumes and
ratings and
quality of the US commercial portfolio and the
BPPR consumer portfolio.
Non-interest income was $163.8 million for the quarter,
an increase of $1.9 million when compared to the quarter ended March
31, 2023,
service charges
on deposit
accounts and
other service
fees,
partially offset
by lower
income
from mortgage banking activities resulting from the fair
value adjustments of mortgage servicing rights.
Operating expenses for the quarter were higher by
$42.4 million when compared to the quarter ended
March 31, 2023. Higher
operating expenses were driven mainly
by the effect
of the increase in
loss estimate related to
the FDIC Special Assessment,
higher personnel costs and higher technology and
software expenses.
Income tax
quarter was
higher by
$9.3 million
due to
the impact
of the
recognized on
distributions from previous
periods. Compared to
the same quarter
in the
previous year,
income tax expense
was also higher
as the results of
the first quarter of 2023 included
the effect of the
reversal of a valuation allowance of
a tax credit expected to
be realized on the U. S. Operations.
Total
assets at March 31, 2024 amounted to $70.9 billion, compared to
$70.8 billion, at December 31, 2023. The increase was
driven by an
increase in available-for-sale (“AFS”) investment securities,
mainly due to purchases
of U.S. Treasury Securities,
and
loan
growth,
mainly
in
the
and
in
auto
loans,
partially
offset
by
a
net
decrease
in cash
and
money
market investments due to the investments in the
debt securities portfolio and loan originations.
Total deposits at March 31, 2024 increased by $190.5 million when compared to deposits at December 31, 2023, mainly due
to
higher retail
deposits, time deposits
and deposits in
trust in
BPPR, partially offset
by a
decrease in Puerto
Rico public
sector
Stockholders’ equity as
2024 increased by $30.4
million from the
December 31, 2023, mainly
due to net
income
for
the
$103.3 million
and
the
amortization of
unrealized losses
from
previously reclassified
to
held-to-
maturity (“HTM”) of $35.2 million, net of
taxes, partially offset by the after-tax
impact of the increase in net
unrealized losses in
the portfolio of
AFS securities of
$71.1 million and
common and preferred
dividends declared during
As of March
31, 2024, the Corporation’s tangible book value per common share was $60.06, an increase of $0.32 from December 31, 2023
due mainly to the increase in stockholders’ equity
during the period.
Regulatory
capital
ratios
remained strong.
As
of
March
31,
2024,
the
common
equity
tier
capital
ratio
was
16.36%, the tier 1 leverage ratio was 8.45%, and
the total capital ratio was 18.19%. Refer to
Table 8 for capital ratios.
the Operating
Results Analysis
and Financial
Condition Analysis
within this
MD&A for
additional discussion
of significant
quarterly variances and items impacting the financial performance
of the Corporation.
As a financial services company,
the Corporation’s earnings are significantly affected
by general business and economic conditions
in the
markets which
we serve.
Lending and
deposit activities
and fee
income generation
are influenced
by the
spending and
investment, consumer
income, spending
and savings,
capital market
activities, competition,
customer preferences,
interest rate conditions and prevailing market rates
on competing products.
operates in
a highly
regulated environment
and may
be adversely
affected by
federal and
local laws
and
regulations.
Also,
competition
with
other
institutions,
as
well
as
with
non-traditional financial
service
providers
and
technology
companies
that
provide
electronic
and
internet-based
solutions
and
services,
could
affect
its
profitability.
The
continuously
monitors
general
and
conditions,
industry-related
indicators
and
trends,
competition, interest rate volatility, credit
quality indicators, loan and deposit demand, operational and systems efficiencies,
revenue
enhancements and changes in the regulation of financial
services companies.
The description of the Corporation’s business contained in
discusses additional
information about the business of the Corporation. Readers should also refer to “Part I - Item 1A” of the 2023 Form 10-K and “Part II
- Item 1A” of this Form 10-Q for a discussion of certain risks and uncertainties to which the Corporation is subject, many
beyond the
Corporation’s control that, in addition to the other information in
this Form 10-Q, readers should consider.
The Corporation’s common stock is traded on the NASDAQ
Global Select Market under the symbol BPOP.
CRITICAL ACCOUNTING POLICIES / ESTIMATES
The accounting
and reporting
policies followed
by the
Corporation and
its subsidiaries
conform to
generally accepted
principles
in
the
United
States
of
America
and
general
practices
within
the
industry.
Various
elements
of
the
Corporation’s accounting policies, by
their nature, are
inherently subject to
estimation techniques, valuation assumptions and
other
subjective assessments.
These estimates
are made
under facts
and circumstances
at a
point in
time and
those facts
and circumstances could produce actual results that
differ from those estimates.
Management has discussed
the development and
selection of the
critical accounting policies
and estimates with
Audit
Committee.
The
has
identified
as
critical
those
related
to:
(i)
Fair
Value
Measurement
of
Financial Instruments; (ii) Loans
and Allowance for Credit
Losses; (iii) Loans Acquired
with Deteriorated Credit Quality;
(iv) Income
Taxes;
(v) Goodwill and
Other Intangible Assets; and
(vi) Pension and Postretirement
Benefit Obligations. For a
summary of these
critical accounting policies and estimates, refer to that particular section in
the MD&A included in the 2023 Form
10-K. Also, refer to
Note 2
to
Financial Statements
included in
Form 10-K
for a
summary of
accounting policies and
to Note
3 to
Statements included in
this Form
10-Q for information
on recently
adopted accounting standard updates.
OPERATING RESULTS ANALYSIS
NET INTEREST INCOME
income for
was $550.7
million, compared
to $531.7
2023, an increase of $19.1 million. Net
interest income on a taxable equivalent basis for
the first quarter of 2024 was
$589.6 million
compared to $570.4 million in the first quarter of
2023, an increase of $19.2 million.
Net interest margin for the quarter was 3.16% compared to 3.22% in the first quarter of 2023 or a decrease of six basis points. On a
taxable equivalent basis,
net interest margin
for the
of 2024 was
3.38%, compared to
3.46% for
quarter the
prior year. The main variances in net interest income on a taxable
equivalent basis were:
money market,
investments, and
trading securities
by $55.0
higher
average yield by 60 basis points. The increase in
yield was driven by a higher interest rate environment and reinvestment
of investment maturities in higher yielding U.S. Treasury bills;
higher interest income
from loans
by $100.2 million
resulting from an
average loans by
$3.0 billion
reflecting
loan
increases
in
both
PB
and
BPPR
and
across
most
and
higher
yield
on
loans
by
basis
points
when
compared to the same quarter of 2023 due to origination of loans in a higher
interest rate environment and the repricing of
adjustable-rate loans. The portfolio with the highest variances included commercial loans with an increase of $54.0 million
in interest
income, or
52 basis
points, consumer
loans with
an increase
of
$15.8 million
or 105
basis points,
and auto
loans which increased $10.6 million or 63 basis
points.
Partially offset by:
higher interest expense on deposits by $136.3 million driven by higher
cost of deposits by 99 basis points driven by higher
average volume
and higher
cost of
market linked
P.R.
public deposits
by $2.7
higher volume
of U.S.
online
Net interest income for the BPPR segment amounted to $472.8
million for the first quarter of 2024, compared
to $449.8 million in the
of 2023.
margin increased
to 3.33%
3.24% in
the first
- The
net
interest income of $23.0 million
was driven by higher yield
and volume on earning
assets partially offset by
the increase in the
cost
of deposits, mainly from the P.R. public sector.
The cost of interest-bearing deposits increased 83 basis points to 2.44% from 1.61%
in the same quarter of 2023. Total
deposit costs for the quarter increased by 63 basis points, from
1.18% in the first quarter of 2023
to 1.81%.
Net interest income for PB was $84.9 million
for the quarter ended March 31, 2024, compared
to $90.1 million during the first
quarter of 2023, a decrease of $5.2 million.
Net interest margin decreased 75 basis
points to 2.59% when compared to 3.34%
during the first quarter of 2023. The decrease
in net interest margin was mostly driven
by a higher cost of deposits in all categories,
partially offset by the increase in loan volume and the repricing
of adjustable-rate loans driven by the changes
in interest rates. The
cost of interest-bearing deposits was 3.86% compared
to 2.47% in the first quarter of 2023, or an
increase of 139 basis points, while
total deposit cost was 3.40% compared to 2.01%
in the first quarter of 2023.
Table 3 - Analysis of Levels & Yields
on a Taxable Equivalent Basis
(Non-GAAP)
Average Volume
Average Yields / Costs
Attributable to
Rate
Volume
$
6,484
$
5,736
$
5.49
%
4.65
%
0.84
%
$
88,516
$
65,724
$
22,792
$
13,566
$
9,226
28,308
28,862
(554)
2.71
2.22
0.49
Investment securities [1]
191,103
158,914
32,189
35,317
(3,128)
3.75
4.47
(0.72)
Trading securities
(27)
(55)
Total money market,
investment and trading
34,825
34,629
3.23
2.63
0.60
279,930
224,976
54,954
48,828
6,126
Loans:
17,613
15,761
1,852
6.84
6.32
0.52
299,504
245,469
54,035
23,691
30,344
8.96
8.40
0.56
22,100
15,155
6,945
1,215
5,730
1,742
1,588
6.74
6.12
0.62
Leasing
29,353
24,282
5,071
2,595
2,476
7,723
7,388
5.62
5.46
0.16
108,543
100,773
7,770
3,113
4,657
3,227
3,020
13.90
12.85
1.05
111,490
95,715
15,775
8,441
7,334
3,763
3,559
8.77
8.14
0.63
Auto
82,054
71,407
10,647
6,421
4,226
35,060
32,048
3,012
7.48
6.97
0.51
653,044
552,801
100,243
45,476
54,767
$
69,885
$
66,677
$
3,208
5.36
%
4.72
%
0.64
%
Total earning assets
$
932,974
$
777,777
$
155,197
$
94,304
$
60,893
Interest bearing deposits:
$
25,703
$
23,313
$
2,390
3.63
%
2.52
%
1.11
%
NOW and money market [2]
$
232,129
$
144,970
$
87,159
$
70,094
$
17,065
14,700
15,029
(329)
0.93
0.47
0.46
Savings
34,171
17,443
16,728
16,240
8,547
7,099
1,448
2.97
1.76
1.21
63,196
30,802
32,394
21,831
10,563
48,950
45,441
3,509
2.71
1.72
0.99
329,496
193,215
136,281
108,165
28,116
15,083
15,704
(621)
Non-interest bearing demand
64,033
61,145
2,888
2.07
1.28
0.78
329,496
193,215
136,281
108,165
28,116
(163)
5.70
4.74
0.96
Short-term borrowings
1,192
2,885
(1,693)
(2,002)
Other medium and
5.13
4.78
0.35
long-term debt
12,709
11,266
1,443
1,044
50,032
46,635
3,397
2.76
1.80
0.96
liabilities (excluding demand
deposits)
343,397
207,366
136,031
108,873
27,158
4,770
4,338
Other sources of funds
$
69,885
$
66,677
$
3,208
1.98
%
1.26
%
0.72
%
Total source of funds
343,397
207,366
136,031
108,873
27,158
Net interest margin/
3.38
%
3.46
%
(0.08)
%
income on a taxable
equivalent basis (Non-
GAAP)
589,577
570,411
19,166
$
(14,569)
$
33,735
2.60
%
2.92
%
(0.32)
%
38,833
38,755
Net interest margin/ income
3.16
%
3.22
%
(0.06)
%
non-taxable equivalent basis
(GAAP)
$
550,744
$
531,656
$
19,088
Note: The changes that are not due solely to volume or
rate are allocated to volume and rate based on the
proportion of the change in each category.
[1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale and the unrealized
loss related to certain securities transferred from
available-for-sale to held-to-maturity.
[2] Includes interest bearing demand deposits corresponding
to certain government entities in Puerto Rico.
Provision for Credit Losses - Loans Held-in-Portfolio
and Unfunded Commitments
For the
$72.1 million
losses related
to
loans held-in-portfolio and
unfunded commitments. The provision
for credit loss
related to the
loans-held-in-portfolio for the
quarter
2024 was $72.4
million, compared to a
provision expense of $47.1
million for the
The increase
in provision
expense was
the commercial
and consumer
portfolio, mainly
personal loans
and credit
cards.
Higher
loan
volumes
and
changes
in
credit
quality
in
these
contributed
to
the
higher
expense.
The
reserve
release related
to unfunded
commitments for
the first
2024 was
$0.2 million,
$0.6
million for the same period of 2023.
For the quarter ended March 31, 2024,
the Corporation recorded $61.0 million in
provision expense for loans-held-in-portfolio in the
BPPR segment, compared to a provision expense of $45.2 million for the quarter ended March 31, 2023. The Popular U.S. segment
a
provision expense
of
$11.4
million
for
the
quarter
31,
2024, compared
to
a
provision expense
of
$1.9
million for the same quarter in 2023.
2024, the total
allowance for credit
losses for loans
held-in-portfolio amounted to
$739.5 million, compared
to $729.3
million as of December 31, 2023. The ratio of the allowance for credit losses
to loans held-in-portfolio was 2.11% at March 31, 2024,
to
2.08%
at
As
discussed
in
Note
to
the
Financial Statements,
the
applies probability weightings to the outcomes of simulations using Moody’s Analytics’ Baseline, S3 (pessimistic) and S1 (optimistic)
scenarios to
estimate the
ACL. The
is assigned
the highest
probability,
followed by
the pessimistic
scenario to
account for
uncertainties in
the macro-economic
outlook and
any downside
risk. The
weight assigned
to the
pessimistic scenario
decreased this quarter in
response to the positive
momentum in the economy
as expectations for the
Federal Reserve achieving a
soft
landing
have
improved.
Refer
to
Note
to
the
Statements,
for
on
the
Corporation’s methodology to estimate
its ACL. Refer to
the Credit Risk section
of this MD&A for
a detailed analysis of
net charge-
offs, non-performing assets, the allowance for credit losses and
selected loan losses statistics.
Provision for Credit Losses – Investment Securities
The
for
credit
losses
related
to
its
is
related
to
the
of
obligations from the
Government of Puerto
Rico, states and
political subdivisions. At March
total allowance for
credit
losses
for
this
to
$5.7
to
$5.8
million
as
of
31,
Refer
to
Note
to
Consolidated Financial Statements
for additional information on the ACL for this portfolio.
During the quarter
ended March 31.
recognized a provision
of $0.5 million
related to a
single security within
the “Other” portfolio in its
debt securities available-for-sale, that after evaluation was determined to
be impaired and as a
result was
fully reserved. Refer to Note 5 to Consolidated
Financial Statements for additional information on
the ACL for this portfolio.
Non-Interest Income
Non-interest
income
was
$163.8 million
for
the
first
2024,
an
of
$1.9
million
with
the
same
quarter of the previous year. The increase in non-interest income was primarily
driven by:
higher other
service fees
by
$4.2 million
mainly
due to
higher credit
card
fees, mainly
from commercial
clients,
higher
debit
card
fees
as
a
result
of
higher interchange
transactional volumes,
and
higher investment
management and
trust
fees;
higher service charges on deposit accounts by $2.8
million mainly due to higher non balance compensation,
mainly from
commercial accounts;
partially offset by:
lower income from mortgage banking activities by $3.0 million mainly due to an unfavorable variance of $2.1
fair value adjustment of mortgage servicing rights (“MSR”)
and lower mortgage servicing fees.
Operating Expenses
Operating expenses
for the
$42.4 million
same
- Excluding
the $6.4
interest accrued
prior period
taxes and
the $14.3
million impact
of the
FDIC Special
Assessment total expenses for the
first quarter of 2024
were $462.4 million, compared to
$440.7 million in the first
quarter of 2023.
The other factors that contributed to the variance in operating
expenses were:
higher personnel cost
by $16.6 million
mainly due to
higher salaries expense
by $4.0 million
as a result
of annual salary
revisions
that
occur
after the
first
quarter,
an
in
headcount throughout
2023,
an
health
costs
by
$2.0
higher
annual
incentive
awards
of
and
shares
related
by
$3.4
million, higher commissions and incentive compensation by $3.8 million, and higher payroll taxes and other compensation
expenses by $3.2 million;
higher technology
and software
expenses by
$10.9 million
software amortization
expense by
$3.3
million, an increase of $3.5 million from
network management services, and higher IT professional and consulting fees by
$3.1 million;
higher business
promotion expenses
by
$2.1 million
mainly
due to
higher customer
rewards programs
expense in
our
credit card business; and
higher net occupancy
expenses by $2.0
million mainly due
to higher cleaning
costs and higher
amortization of buildings’
insurance premiums;
partially offset by:
higher other real estate owned (OREO) benefit by
$3.6 million mainly due to higher gain on
sale of mortgage properties;
lower professional fees by $4.5 million mainly due
to lower advisory expenses related to corporate
initiatives;
lower operational losses by $3.2 million mainly related
to legal settlements reserves; and
lower other
taxes expense
by $1.9
due to
lower accruals
in the
of 2024
examination expenses.
Table 4 - Operating Expenses
Personnel costs:
Salaries
$
129,384
$
125,393
$
3,991
Commissions, incentives and other bonuses
38,611
31,162
7,449
Pension, postretirement and medical insurance
17,385
15,378
2,007
Other personnel costs, including payroll taxes
29,997
26,827
3,170
Total personnel
costs
215,377
198,760
16,617
Net occupancy expenses
28,041
26,039
2,002
Equipment expenses
9,567
8,412
1,155
Other taxes
14,375
16,291
(1,916)
Professional fees
28,918
33,431
(4,513)
Technology and
software expenses
79,462
68,559
10,903
Processing and transactional services:
Credit and debit cards
12,144
12,550
(406)
Other processing and transactional services
22,050
21,359
Total processing
and transactional services
34,194
33,909
Communications
4,557
4,088
Business promotion:
Rewards and customer loyalty programs
14,056
12,348
1,708
Other business promotion
6,933
6,523
Total business
promotion
20,989
18,871
2,118
FDIC deposit insurance
23,887
8,865
15,022
Other real estate owned (OREO) income
(5,321)
(1,694)
(3,627)
Other operating expenses:
Operational losses
3,561
6,800
(3,239)
All other
24,711
17,561
7,150
Total other operating
28,272
24,361
3,911
Total operating
$
483,113
$
440,687
$
42,426
Income Taxes
recorded an income
tax expense of
$55.6 million with
an effective tax
rate
(ETR) of 35%,
compared to $46.3 million with an ETR of 23% for the same period of 2023.
As discussed in Note 30, the income tax
expense for
includes $23.0
million related
to withholding
for certain
distributions,
out
of
which $16.5
million
was
related
to
distributions
between years
2014-2023
and
$6.5
million
was
related
to
a
distribution completed during
- This variance
was partially offset
due to lower
pre-tax income for
the quarter ended March
Also, for the
2023, the Corporation reported a
reversal of a
allowance on a tax credit expected to be realized in the U. S. operations. Based on the Adjusted Net Income, as defined in the Non-
GAAP Financial Measures section of this
MD&A, the ETR for the
quarter ended March 31, 2024,
would have been 24.7%. Refer to
the Significant Events section in this MD&A for more
details on Significant Events and Non-GAAP
Financial Measures.
At
Corporation had
a net
asset amounting
to
$1.0 billion,
net of
a valuation
allowance of
$0.5
billion. The net deferred tax asset related to the U.S.
operations was $0.3 billion, net of a valuation
allowance of $0.4 billion.
Note 30
to the
of the
statutory income
tax rate
to the
effective tax
rate and additional information on the income tax
expense and deferred tax asset balances.
REPORTABLE SEGMENT RESULTS
reportable segments
for managerial
reporting purposes
consist of
Banco Popular
de Puerto
Rico and
Popular
U.S. A Corporate group
has also been defined to support the reportable
segments.
For
a
description
of
the
segments,
and
the
management accounting process, refer to Note 32
The Corporate group reported a net loss of $25.4 million for the quarter ended March 31, 2024, compared with a net income of
$1.3
million for
year.
The negative
variance was
mainly attributed
to the
$22.9 million
adjustment to
recognize the
tax impact
prior period
intercompany distributions
and the
additional $6.5
million recognized
for the
tax impact related to intercompany distributions paid
during the first quarter of 2024.
Highlights on the earnings results for the reportable
segments are discussed below:
The Banco
Popular de
reportable segment’s
net income
$121.3 million
for the
2024, compared
with net
income of
$132.9 million
for the
same quarter
of
year.
The factors
that contributed
to the
variance in the financial results included the following:
Higher net interest income by $23.0 million mainly
due to:
higher interest income from money market and investment
securities by $38.7 million due to higher yields driven
by
the
in
rates
by
the
Federal
Reserve
and
higher
average
of
U.S.
higher interest income from loans by $71.2 million mainly
due to higher average balances from commercial and
consumer loans, mainly from auto and consumer loans,
expense on deposits
by $86.8 million
mainly due to
higher costs on
the market-indexed Puerto
Rico
deposits, and
the
rate
environment’s
impact on
the cost
of
NOW accounts,
time deposits, and savings deposits.
The net
interest margin
for the
March
was 3.33%
3.28% for
quarter in
the
previous year.
The increase in
net interest margin
is driven by
the earnings assets
mix and the
higher yields from
securities and loans, particularly commercial and consumer loans, due to the increase in rates; partially offset by
higher cost of
A provision
for loan
losses expense of
$60.7 million, compared
to a
provision expense of
$45.7 million in
March
31,
2023,
or
an
unfavorable variance
of
$15.0
million
mainly
driven
by
changes
in
credit
quality
mostly
due
to
consumer portfolios and higher volumes;
Non-interest income was lower by $1.8 million mainly due
to:
lower
other
income
by
$3.4
million
mostly
due
to
an
insurance policy
reimbursement gain
of
$7.0
million recorded during the quarter ended March
31,2023;
lower income
from mortgage
banking activities
by $3.1
due to
an unfavorable
variance of
$2.1
million in the fair value adjustment of mortgage service
rights.
Higher service charges on deposit accounts by $2.9
million mainly due to higher ACH fees.
Higher
other
service fees
by
$2.6
million
mainly
due
to
higher credit
card
fees
of
$1.1 million
as a
result
of
higher interchange transactional volumes and an increase
of $1.1 million on trust fees; and
Higher operating expenses by $31.4 million mostly due
to:
higher deposit insurance expense by $12.1
million mostly due to the FDIC
Special Assessment recorded in the
first quarter of 2024;
higher personnel costs by $11.4 million driven by higher compensations and incentives, annual salary revisions,
and increase in headcount;
higher
technology
and
software
by
$7.6
million
mainly
due
to
higher
network
fees,
amortization of software costs and higher IT consulting
fees.
higher
promotions
by
$2.2
million
due
to
higher
customer
rewards
expense
from
our
credit
cards
portfolio related to higher transactional volumes;
higher net recoveries from OREO by $3.7 million
mainly due to higher gain on sale of mortgage
properties; and
lower other operating taxes by $2.1
million mainly due to regulatory examination fees;
Lower income tax expense by $13.6 million is mainly
due to a lower income before tax.
For the quarter ended March 31, 2024, the reportable segment of Popular U.S. reported a net income of $7.0 million, compared with
a net income
of $25.0 million for
the same quarter of
the previous year.
The factors that contributed
to the variance
in the financial
results included the following:
Lower
net interest income by $5.2 million due to:
expense on
deposits by
$51.3 million
mainly
due
to
rates
and
higher average
balance of time deposits gathered through online
channels,
loans by
$26.4 million,
mainly from
the commercial
portfolio as
well as
higher yields due to increase in rates;
and
higher interest income from money market and investment securities by $18.1
million due to higher volume and
yields due to the increase in market rates.
The net interest
margin for the
2024 was 2.59% compared
to 3.34% for
the same quarter in
year driven by the higher cost of deposits.
An
unfavorable
variance
of
$9.4
million
on
the
for
loan
losses
and
unfunded
commitments
mainly
due
to
changes in internal credit risk ratings in the commercial
loan portfolio;
Higher operating expenses by $4.6 million mostly
due to:
higher deposit insurance expense by $2.8 million
mostly due to FDIC Special Assessment adjustment;
higher other
operating expense
by
$1.6 million
due to
higher charges
allocated from
the
Corporate segment
group by $1.8 million mainly from higher personnel
costs.
FINANCIAL CONDITION ANALYSIS
Assets
The Corporation’s total
assets were $70.9 billion
2024, compared to $70.8
billion at December 31,
- Refer to the
Consolidated Statements of Financial Condition included
in this report for additional information.
Money market investments and debt securities available-for-sale
Money market investments decreased by $1.1 billion as
of March 31, 2024, when compared to
December 31, 2023, as these funds
were used in
part for the
purchase of debt securities
and loan originations.
Debt securities available-for-sale increased
$1.3 billion,
to purchases
of U.S.
Treasury Securities,
while debt
securities held-to-maturity
decreased by
$111.1
million driven
by
securities, partially
offset by
the amortization
of $44.0
the discount
securities previously reclassified from the
AFS to HTM. Refer
to Note 5 and
to Note 6 to
the Consolidated Financial Statements for
additional information with respect to the Corporation’s debt
securities available-for-sale and held-to-maturity.
Loans
Refer to Table
5 for a
breakdown of the Corporation’s
loan portfolio. Also, refer
to Note 7 in
the Consolidated Financial Statements
for detailed information about the Corporation’s loan portfolio
composition and loan purchases and sales.
$53.8 million
to $35.1
billion as
of March
loans held-in-portfolio
as of
December 31, 2023. During the quarter ended March 31, 2024,
the BPPR portfolio increased by $123.8 million, driven by
the growth
in
the mortgage
and
auto loans
and the
PB
decreased by
$70.1 million,
due in
part by
commercial loans
payoffs, offset by growth in the construction loans portfolio.
$5.1 billion
non-owner occupied commercial
real estate
portfolio is comprised
of $3.0
and
$2.1 billion in the U.S. and is
well diversified across a number of tenants in different industries
and segments with exposure to retail
(35%
of
non-owner
CRE),
hotels
(19%)
and
office
space
(12%)
for
two
thirds
of
the
total
exposure.
The
approximate $633 million office space
exposure represents only 1.8% of
the total loan portfolio
and is comprised mainly of
mid-rise
properties with diversified tenants with average loan
size of $2 million across both the U.S. and
Puerto Rico.
Popular’s $2.4 billion commercial multi-family
portfolio represents approximately 7% of
total loans and is
concentrated in New York
Metro ($1.4 billion), South Florida
($734 million) and Puerto Rico
($197 million). In the New
York Metro
region, the Corporation has
no
to
rent
controlled
buildings.
The
majority
of
our
loans
in
that
region
are
by
buildings that count on a mix
of units subject to rent stabilized (subject
to annual capped rent increases) and market-rate
units. The
rent stabilized units represent less than 40% of the
total units in the loan portfolio with the
majority originated after 2019. The mix of
units within
a building
is common
across the
Metro region
due to
tax incentives
awarded to
developers based
on rent
stabilized
units.
In
2024,
there
are
approximately $198
million
in multi-family
loans
in
our
New
York
Metro
portfolio expected
to
reprice.
Table 5 - Loans Ending Balances
Loans held-in-portfolio:
$
$
(30,985)
(30,362)
37,209
(100,638)
(124,776)
959,280
50,023
Leasing
33,604
87,745
6,406
66,717
65,953
(48,237)
Auto
46,074
Other
162,605
160,441
2,164
7,171
Total loans held-in
-portfolio
$
$
53,767
Loans held-for-sale:
$
5,352
$
4,301
1,051
Total loans held-for-sale
$
5,352
$
4,301
1,051
$
$
54,818
amounted to $2.1
billion at March
31, 2024, compared
to $2.0
billion at December
31, 2023. Refer
to Note
12 to the
a breakdown
of the
principal categories
that comprise
the caption
of “Other
Assets” in
the
Consolidated Statements of Financial Condition at
The Corporation’s total
liabilities were $65.8 billion
2024, an increase of
$148.4 million, when compared to
31, 2023, mainly due to an increase in deposits
as discussed below.
Deposits and Borrowings
The composition of the Corporation’s financing to total assets
at March 31, 2024 and December 31, 2023
is included in Table 6.
Table 6 - Financing to Total
Assets
% increase (decrease)
% of total assets
from 2023 to 2024
Non-interest bearing deposits
$
15,492
$
15,420
0.5
%
21.8
%
21.8
%
Interest-bearing core deposits
43,463
43,571
(0.3)
61.3
61.6
Other interest-bearing deposits
4,854
4,627
4.9
6.8
6.5
Repurchase agreements
(27.5)
0.1
0.1
(2.1)
1.4
1.4
0.4
1.3
1.3
5,177
5,147
0.6
7.3
7.3
Total Deposits
The Corporation’s deposits totaled $63.8 billion as of
March 31, 2024, compared to $63.6 billion as
of December 31, 2023. The
increase in the retail demand deposits, time deposits
and deposits in trust in BPPR, offset in part by
the decrease in P.R. public
sector accounts were the main drivers of the $190.5
million increase during the period.
P.R.
Public Sector Deposits
As of March
31, 2024, the Puerto
Rico public sector
deposits amounted to $18.0
billion, compared to $18.1
billion as of
Approximately 28%
of the
Corporation’s deposits
as of
2024 are
public fund
deposits from
the Government
of Puerto
Rico, municipalities
and government instrumentalities
and corporations. P.R
public sector deposit
costs are
indexed to changes
in
short-term market
rates with
a one-quarter
lag, in
accordance with
contractual terms.
As a
result, these
costs may
lag in
asset
repricing.
These
require
that
the
bank
pledge
high
credit
quality
as
collateral;
therefore,
risks
arising from
deposit outflows
are lower.
the Liquidity
section in
this MD&A
the
Corporation’s funding sources. Fluctuations of public sector deposit balances are uncertain and difficult to predict. Factors that
could
impact public
sector deposit
balances at
any given
period, include,
but are
to the
receipt of
funds by
Rico
of
from
federal
disaster
funding
assistance
(i.e.
hurricane
or
pandemic
related
funds)
and
other
events
such
as
seasonal tax collections which may result in increases of
public sector deposit balances at BPPR in the near
term. The amount and
timing
of
reductions
in
public
sector
deposit
balances,
depend
on
actions
such
as,
the
speed
at
which
federal
assistance is
distributed, the
liquidity and
cash management
practices of
Rico Government
and its
instrumentalities, and/or the
implementation of fiscal
and debt
adjustment plans approved
pursuant to PROMESA
actions
mandated by the Fiscal Oversight and Management
Board for Puerto Rico (the “Oversight Board”).
Refer to Table 7 for a breakdown of the Corporation’s deposits at March 31, 2024 and December
Table 7 - Deposits Ending Balances
[1]
$
26,473,367
$
27,579,054
$
(1,105,687)
Savings, NOW and money market deposits (non-brokered)
27,852,551
26,817,844
1,034,707
Savings, NOW and money market deposits (brokered)
727,794
719,453
8,341
Time deposits (non-brokered)
7,850,459
7,546,138
304,321
Time deposits (brokered CDs)
904,613
955,754
(51,141)
$
$
$
190,541
[1] Includes interest and non-interest bearing demand deposits.
The Corporation’s borrowings
totaled $1.0 billion
2024 compared to
$1.1 billion at
December 31, 2023. Refer
to Note
15 to
Financial Statements
for detailed
borrowings. Also,
refer to
the Liquidity
section in this MD&A for additional information
on the Corporation’s funding sources.
Stockholders’ Equity
totaled $5.2
billion at
2024, an
increase of
$30.4 million
to
2023,
principally due to net income for
the quarter ended March 31, 2024 of
$103.3 million and the amortization of
unrealized losses from
securities previously reclassified
to HTM
of $35.2 million,
net of
taxes, partially offset
by the
after-tax impact of
the increase in
net
losses
in
the
of
AFS
of
$71.1
million
and
common
and
declared
during
the
Refer
to
the
Consolidated Statements
of
Condition,
Comprehensive Income
and
of
Changes
in
Stockholders’
Equity for information on the composition of
stockholders’ equity.
REGULATORY CAPITAL
The Corporation, BPPR and PB
are subject to regulatory capital
requirements established by the Federal Reserve Board.
The risk-
based
capital
standards
to
the
Corporation,
BPPR
and
PB
(“Basel
III
capital
rules”)
are
based
on
the
final
capital
framework for strengthening international capital standards, known
as Basel III, of the Basel Committee on Banking Supervision.
As
of March 31, 2024, the Corporation’s, BPPR’s and
PB’s capital ratios continue to exceed the minimum requirements for being
“well-
capitalized” under the Basel III capital rules.
The risk-based
capital ratios
Table
8,
which include
tier 1,
Tier
1 capital,
total capital
and leverage
capital as of March 31, 2024 and December 31,
Table 8 - Capital Adequacy
Data
Common equity tier 1 capital:
Common stockholders equity - GAAP basis
$
5,155,171
$
5,124,810
CECL transitional amount
[1]
42,376
84,751
AOCI related adjustments due to opt-out election
1,864,638
1,831,003
Goodwill, net of associated deferred tax liability (DTL)
(664,799)
(666,538)
Intangible assets, net of associated DTLs
(8,969)
(9,764)
Deferred tax assets and other deductions
(306,179)
(310,947)
Common equity tier 1 capital
$
6,082,238
$
6,053,315
Additional tier 1 capital:
22,143
22,143
Additional tier 1 capital
$
22,143
$
22,143
Tier 1 capital
$
6,104,381
$
6,075,458
Tier 2 capital:
Trust preferred securities subject to phase in as
tier 2
192,674
192,674
Other inclusions (deductions), net
467,158
465,833
Tier 2 capital
$
659,832
$
658,507
Total risk-based capital
$
6,764,213
$
6,733,965
Minimum total capital requirement to be well capitalized
$
3,717,730
$
3,714,633
Excess total capital over minimum well capitalized
$
3,046,483
$
3,019,332
Total risk-weighted
assets
$
37,177,300
$
37,146,330
Total assets for leverage
ratio
$
72,264,347
$
71,353,184
Risk-based capital ratios:
Common equity tier 1 capital
16.36
%
16.30
%
Tier 1 capital
16.42
16.36
Total capital
18.19
18.13
Tier 1 leverage
8.45
8.51
[1] The CECL transitional amount includes the impact
of Popular's adoption of the new CECL accounting standard
on January 1, 2020.
The Basel
III capital rules
provide that a
depository institution is
deemed to be
well capitalized if
it maintains a
leverage ratio of
at
least 5%,
a common equity
Tier 1
ratio of
at least 6.5%,
a Tier
1 capital ratio
of at least
8% and a
total risk-based
ratio of at
least
10%. The
Corporation, BPPR and
PB leverage
ratio, common equity
Tier 1
ratio and
Tier 1
capital ratio,
respectively as of
March
31, 2024, continue to exceed the minimum requirements
for being “well-capitalized” under the Basel III
capital rules.
Pursuant
to
the
of
the
CECL
standard
on
January
1,
2020,
the
elected
to
use
the
five-year
transition
period option
as
provided in
the
final
interim
regulatory capital
rules effective
The
five-year
transition
period provision delayed for two years the estimated impact of CECL on regulatory capital, followed by a three-year transition period
to
phase
out
the
amount
of
the
capital
benefit
provided
during
the
initial
two-year
delay.
As
of
March
31,
2024,
the
Corporation had phased-in 75% of
the cumulative CECL deferral with
the remaining impact to
be recognized over the
remainder of
the three-year transition period.
The increase in the common equity Tier I capital ratio, Tier I capital ratio, and total capital ratio as of March
31, 2024 as compared to
December 31, 2023 was
mainly due to the
three months period earnings. The
decrease in leverage capital ratio
was mainly due to
higher average
assets which are
impacted by zero-risk
weighted assets that
do not
have a significant
impact on
the risk-weighted
assets, partially offset by the period earnings.
Reconciliation to Tangible Common Equity and Tangible Assets
Table
9 provides
of total
stockholders’ equity
to tangible
and total
assets to
tangible assets
as of
March 31, 2024, and December 31, 2023.
Table 9 - Reconciliation of Tangible
Common Equity and Tangible
Assets
(In thousands, except share or per share information)
Total stockholders’
equity
$
$
Less: Preferred stock
(8,969)
(9,764)
Total tangible common
equity
$
4,341,774
$
4,310,618
$
$
(8,969)
(9,764)
Total tangible assets
$
70,123,542
$
69,943,963
Tangible common
equity to tangible assets
6.19
%
6.16
%
Common shares outstanding at end of period
72,153,621
Tangible book value
per common share
$
60.06
$
59.74
Quarterly average
Total stockholders’
equity [1]
$
6,198,740
$
6,072,871
Average unrealized (gains) losses on AFS securities
transferred to HTM
639,226
683,077
Adjusted total stockholder's equity
6,837,966
6,755,948
Less: Preferred Stock
(804,427)
(804,427)
(9,490)
(10,286)
Total tangible common
equity
$
6,001,906
$
5,919,092
Return on average tangible common equity
6.90
%
6.32
%
[1]
Average
exclude
gains
or
losses
on
debt
and
the
loss
related
to
certain
transferred from available-for-sale to held-to-maturity.
RISK MANAGEMENT
Market / Interest Rate Risk
The financial results and capital levels of the
Corporation are constantly exposed to market, interest
rate and liquidity risks.
Market risk
refers to the
risk of a
reduction in the
Corporation’s capital due
to changes in
the market valuation
of its assets
and/or
Most of the assets
subject to market valuation risk
are debt securities classified as
available-for-sale. Refer to Notes 5
and 6 to the
further information
on the
debt
securities available-for-sale
and
held-to-maturity portfolios.
Debt securities classified
as available-for-sale amounted to
$18.0 billion as
- Other assets
subject to market
risk
include loans held-for-sale, which amounted
to $5 million, mortgage
servicing rights (“MSRs”) which
amounted to $115
million, and
securities classified as “trading”, which amounted to $27
million, as of March 31, 2024.
Interest Rate Risk (“IRR”)
The Corporation’s net interest income is subject
to various categories of interest rate risk,
including repricing, basis, yield curve and
option risks.
In managing
risk, management may
alter the
mix of
floating and
fixed rate
assets and
liabilities, change
pricing
schedules,
adjust
maturities
through
sales
and
of
and
enter
into
derivative
contracts,
among other alternatives.
rate
risk
is
an
active
process
that
encompasses
monitoring
loan
and
deposit
flows
complemented
by
investment and funding
activities. Effective management of
interest rate risk begins
with understanding the dynamic
characteristics
of assets and
liabilities and determining the
appropriate rate risk position
given line of
business forecasts, management objectives,
market expectations and policy constraints.
Management utilizes various tools to assess IRR, including Net Interest
Income (“NII”) simulation modeling, static gap analysis, and
Economic Value
of Equity
(“EVE”). The
three methodologies
complement each
other and
are used
jointly in
the evaluation
of the
Corporation’s IRR. NII
simulation modeling is
prepared for a
five-year period, which
in conjunction with
the EVE analysis,
management a better view of long-term IRR.
income simulation analysis
performed by legal
entity and on
a consolidated basis
is a
tool used
by the
Corporation in
estimating the
potential change
in net
resulting from
hypothetical changes
in interest
rates. Sensitivity
analysis is
calculated using a simulation model which incorporates
actual balance sheet figures detailed by maturity
and interest yields or costs.
Management assesses
risk by
comparing various
NII simulations
under different
scenarios that
differ in
direction of interest
rate changes, the
degree of change
and the projected
shape of the
yield curve. For
example, the types
of rate
scenarios processed during the
quarter include flat
rates, implied forwards, and
parallel and non-parallel rate
shocks. Management
also performs analyses to isolate and measure basis
and prepayment risk exposures.
The asset
and liability
management group
performs validation
procedures on
various assumptions
used as
part of
the simulation
analyses as well as validations
of results on a
monthly basis. In addition, the
model and processes used to
assess IRR are subject
to independent validations according to the guidelines
established in the Model Governance and
Validation policy.
The Corporation processes NII
simulations under interest rate
scenarios in which the
yield curve is assumed
to rise and
decline by
the same magnitude
(parallel shifts). The
rate scenarios considered in
these market risk
simulations include instantaneous parallel
changes of -100, -200,
+100, and +200 basis points
during the succeeding twelve-month period. Simulation analyses
are based on
many assumptions,
including that
the balance
sheet remains
flat, the
relative levels
of market
interest rates
across all
yield curve
points
and
indexes,
rate
spreads,
loan
and
deposit
elasticity.
Thus,
they
should
not
be
relied
upon
as
indicative of actual results. Further, the estimates do not
contemplate actions that management could take to respond to changes in
interest rates. Additionally, the Corporation is also subject to basis risk in the repricing of its assets and liabilities, including the basis
using different
rate indexes
for the
repricing of
assets and
liabilities, as
well as
the effect
of pricing
lags which
may be
or
due to
historical differences
in the
timing
of
management responses
to
the rate
environment. By
their
nature, these forward-looking computations are only estimates and may be different from
what may actually occur in the future. The
following table presents the
results of the simulations
at March 31, 2024
and December 31, 2023,
assuming a static balance
sheet
and parallel changes over flat spot rates over
a one-year time horizon:
Table 10 - Net Interest Income
Sensitivity (One Year Projection)
Amount Change
Percent Change
Amount Change
Percent Change
Change in interest rate
+200 basis points
41,091
1.81
20,822
0.92
+100 basis points
22,529
0.99
11,496
0.51
-100 basis points
7,789
0.34
19,589
0.87
-200 basis points
(6,355)
(0.28)
16,971
0.75
As of
2024, NII
simulations show
maintains a
neutral to
slightly asset
sensitive position that
marginally
increased as compared to
the results as
of December 31,
- The primary
reasons for the
variation in sensitivity
are changes in
balance sheet composition driven by an increase in short-term
U.S Treasury Bills (“T-
Bills”) partly offset by a reduction in
overnight
Fed Funds and U.S
Treasury Notes (“T-
Notes”) on the asset side, combined
with a decrease in Puerto
Rico public sector deposits
which
are
indexed
to
market
rates
and
slightly
higher
non-interest
bearing
These
results suggest
that
changes
in
the
Corporation’s net
interest income sensitivity
are driven by
changes in the
composition of the
investment portfolio as
the term
bond
continues
to
run
off
and
get
reinvested,
together
with
excess
reserves,
in
short-term
such
as
T-Bills.
Additionally, variations in liability cost, primarily driven by Puerto Rico public sector deposits that represented $18.0 billion or 28% of
deposits as of March 31,
2024, as well as changes
in the composition and mix
of deposits, also impact the sensitivity
profile. In the
more extreme declining rate scenarios
net interest income would be
affected as the repricing
of short-term assets and variable rate
loans slightly exceeds
the benefit in
cost reduction of
these deposits. In
rising rate scenarios, Popular’s
net interest income
is also
impacted by its large proportion
of Puerto Rico public sector
deposit, however the repricing of assets
as they either reset
or mature
lead to an increase in net interest income.
loan and
investment portfolios
are subject
to
prepayment risk,
which results
ability of
a third-party
to
repay debt
obligations prior
to maturity.
Prepayment risk
also could
have a
significant impact
on the
duration of
and
since
could
shorten
(or
lower
could
extend)
the
weighted average life of these portfolios.
Trading
engages in
trading activities
in the
of business
at its
subsidiaries, BPPR
and Popular
Securities.
Popular Securities’
trading activities
consist primarily
of market-making
activities to
meet expected
customers’ needs
its
retail brokerage business,
and purchases and sales of U.S. Government and
government sponsored securities with the objective of
realizing gains
from expected
short-term price
movements. BPPR’s
trading activities consist
primarily of
holding U.S.
mortgage-backed securities
as
“trading” and
hedging
the
related
market
risk
with
“TBA”
(to-be-announced)
market
transactions.
The
objective
is
to
derive
spread
income
from
the
and
not
to
benefit
from
short-term
market
movements. In
addition, BPPR
uses forward
contracts or
TBAs to
hedge its
securitization pipeline.
Risks related
to variations
in
interest rates
and market volatility
are hedged
with TBAs
characteristics similar to
that of
the forecasted security
and its
conversion timeline.
2024, the Corporation held trading
securities with a fair
value of $27
million, representing approximately 0.04% of
the
Corporation’s total
assets, compared
with $32
0.05%, respectively,
As shown
11,
the
trading portfolio consists
principally of mortgage-backed
securities and U.S.
Treasuries, which
31, 2024 were
grade securities.
Table 11
- Trading Portfolio
Amount
Average Yield
[1]
Amount
Average Yield
[1]
$
18,671
5.69
%
$
14,373
5.69
%
8,316
4.05
16,859
4.29
5.12
5.21
Puerto Rico government obligations
0.60
0.91
Interest-only strips
12.00
12.00
Other (includes related trading derivatives)
6.10
Total
$
27,308
5.22
%
$
31,568
4.96
%
[1] Not on a taxable equivalent basis.
The Corporation’s trading activities are
limited by internal policies. For each
of the two subsidiaries, the
market risk assumed under
trading
is
measured
by
the
5-day
net
value-at-risk
(“VAR”),
with
a
confidence
level
of
99%.
The
VAR
the
maximum estimated loss that may occur over a
5-day holding period, given a 99% probability.
trading portfolio
had a
5-day VAR
of approximately
$0.4 million
for the
last week
in March
- VAR
models
include
assumptions and
estimates thus
actual
results could
differ
from
the
outputs from
these
models
and
assumptions. Back-
testing is performed on model
results to compare actual results
against maximum estimated losses, in order
to evaluate model and
assumptions accuracy.
In the opinion of management, the size and composition
of the trading portfolio does not represent
a significant source of market risk
for the Corporation.
Liquidity
The objective
of effective
liquidity management
is to
ensure that
has sufficient
liquidity to
meet all
of its
obligations, finance
expected future
growth,
fund
planned capital
distributions and
maintain a
reasonable safety
margin for
cash
needs under
both normal
and stressed market
conditions. The Board
of Directors
is responsible
for establishing the
tolerance for liquidity risk,
including approving relevant risk limits and
policies. The Board of
Directors has delegated the monitoring
of
these risks
to
the Board’s
Risk Management
Committee and
the Asset/Liability
Management Committee.
The management
of
risk,
on
a
long-term
and
day-to-day
basis,
is
the
responsibility
of
the
Division.
The
Treasurer
is
responsible
for
implementing
the
and
procedures
by
the
Board
of
Directors
and
for
monitoring
the
on
an
ongoing
basis.
Also,
the
Division coordinates
corporate
wide
strategies
and
with
the
segments,
oversees
policy
breaches
and
manages
the
escalation process.
The
Financial and
Operational Risk
Management Division
is
responsible for
the independent
monitoring and
reporting of adherence with established policies.
An
institution’s liquidity
may be
pressured if,
it experiences
a sudden
and unexpected
substantial cash
outflow due
deposit
outflows,
whether due
to
a
loss
of confidence
by
depositors, or
other
reasons, including
exogenous events
such
as
the
COVID-19 pandemic,
a downgrading
of its
credit rating,
or some
other event
that causes
counterparties to
avoid exposure
to the
institution. Factors
Corporation does
not control,
such
as the
economic outlook,
adverse ratings
of its
principal markets,
perceptions of the financial services industry and regulatory
changes, could also affect its ability to obtain
funding.
has adopted
policies and
limits to
monitor the
Corporation’s liquidity
position and
that of
its banking
Additionally, contingency funding
plans are used to
model various stress events
of different magnitudes and
affecting different time
horizons that assist
management in evaluating
the size of
the liquidity buffers
needed if those
stress events
occur. However,
such
models
may
not
predict
accurately
how
the
market
and
might
react
to
every
event,
and
are
dependent
on
many
assumptions.
Deposits, including
customer deposits,
brokered deposits
and public
funds deposits,
be the
most significant
funds for the
Corporation, funding
90% of the
Corporation’s total assets
2024 and December
The ratio of
total
ending
loans
to
was
55%
at
March
31,
and
31,
In
addition
to
traditional
the
Corporation maintains borrowing arrangements, which amounted to approximately $1.0 billion in
outstanding balances at March 31,
2024 (December 31, 2023 -
$1.1 billion). A detailed description of
the Corporation’s borrowings, including their
terms, is included in
Note
to
the
Also,
the
of
Cash
Flows
in
the
accompanying
Consolidated Financial Statements provide information
on the Corporation’s cash inflows and outflows.
The
sections
provide
further
on
the
major
funding
and
needs,
as
well
as
the
risks
involved in these activities.
Banking Subsidiaries
Primary
funding
for the
banking subsidiaries
(BPPR and
PB
or,
collectively,
“the banking
subsidiaries”)
include
retail,
and
public
sector
brokered
loan
securitization and, to a lesser extent, loan sales.
Refer to Table 7 in this MD&A section for a breakdown of deposits by major types. Core deposits are generated
from a large base of
consumer, corporate and
public sector customers. Core deposits
include certificates of deposit
under $250,000, all interest-bearing
transactional deposit accounts,
non-interest bearing deposits,
and savings deposits.
Core deposits exclude
brokered deposits and
certificates
of
deposit
over
$250,000.
Core
excluding
P.R.
public
funds
that
are
fully
collateralized,
have
historically
provided
the
Corporation with
a sizable
source
of
relatively stable
and
low-cost
funds.
P.R.
public funds,
while
linked to
market
interest rates,
provide a stable
funding with an
attractive earnings spread.
Core deposits totaled
$59.0 billion, or
92% of
total
at
March
31,
2024,
with
$59.0
billion,
or
93%
of
total
at
31,
Core
financed 88% of the Corporation’s earning assets at March
31, 2024 and December 31, 2023.
In addition, the Corporation maintains borrowing facilities with the FHLB and at the discount window of the Federal Reserve Bank of
New York (the “FRB”) and has a considerable amount of collateral pledged
that can be used to raise funds under these
facilities.
During the first quarter of 2024 the Corporation had
no material incremental use of its available liquidity sources. At
March 31,2024,
the Corporation’s available liquidity
increased to $20.4 billion
from $19.5 billion on
December 31, 2023. The liquidity
sources of the
Corporation at March 31, 2024 are presented
in Table 12 below:
Table 12 - Liquidity Sources
BPPR
Total
BPPR
Total
Unpledged securities and unused funding
sources:
Money market (excess funds at the
Federal Reserve Bank)
$
4,473,620
$
1,447,189
$
5,920,809
$
5,516,636
$
1,475,143
$
6,991,779
Unpledged securities
5,749,794
375,470
6,125,264
4,212,480
347,791
4,560,271
FHLB borrowing capacity
2,400,630
1,358,639
3,759,269
2,157,685
1,341,329
3,499,014
Discount window of the Federal Reserve
Bank borrowing capacity
2,674,719
1,917,123
4,591,842
2,605,674
1,818,946
4,424,620
Total available liquidity
$
15,298,763
$
5,098,421
$
20,397,184
$
14,492,475
$
4,983,209
$
19,475,684
Refer
to
Note
to
the
for
of
the
available through its banking subsidiaries.
The principal
uses of
funds for
subsidiaries include
loan originations,
investment portfolio
purchases, loan
and repurchases, repayment of outstanding obligations (including deposits), advances on certain serviced portfolios and operational
expenses. Also, the
banking subsidiaries assume liquidity
risk related to collateral
posting requirements for certain
activities mainly
in
with
commitments,
provisions,
advances,
and
credit
card
licensing
agreements.
subsidiaries maintain
sufficient funding
capacity to
address large
increases in
funding requirements
such as
deposit
outflows.
The
established
guidelines
that
require
the
banking
to
have
to
cover all short-term borrowings and a portion of deposits.
The Corporation’s ability to compete
successfully in the marketplace for
deposits, excluding brokered deposits, depends on various
factors, including pricing, service, convenience
and financial stability as
reflected by operating results and
financial condition, credit
ratings (by
nationally recognized credit
rating agencies), customer
confidence, and
importantly,
FDIC deposit
insurance coverage.
Deposits at all of the Corporation’s banking subsidiaries are federally insured
(subject to FDIC limits) and this is expected to mitigate
the potential effect of the aforementioned risks.
The distribution by maturity of certificates of deposit with denominations of $250,000 and over at March 31, 2024 is presented in the
table that follows:
Table 13 - Distribution by
Maturity of Certificates of Deposit of $250,000 and Over
3 months or less
$
2,137,053
Over 3 to 12 months
766,629
Over 1 year to 3 years
245,638
Over 3 years
184,847
Total
$
3,334,167
The
had
$1.6
brokered
at
March
31,
2024,
which
financed
2%
of
its
total
assets
$1.7 billion and 2%,
respectively).
In the event that
any of the Corporation’s
banking subsidiaries’ regulatory
capital
ratios fall
below those
required by
a
well-capitalized institution
or
are
subject
to
capital
restrictions by
the
regulators, the
Corporation would be
at risk that
such banking subsidiary
would not be
able to raise
or maintain brokered deposits
and could also
face limitations
on the
rate paid
on deposits,
which may
hinder the
Corporation’s ability
to effectively
compete in
its retail
markets
and could affect its deposit raising efforts.
Deposits from the public sector represent an
important source of funds for the Corporation.
As of March 31, 2024, total
deposits were
$18.0 billion,
$18.1 billion
These deposits
require that
the bank
pledges
high credit quality securities as collateral; therefore, liquidity risks arising from public
sector deposit outflows are lower given
that the bank
receives its collateral
in return. This,
now unpledged, collateral
can either be
financed via repurchase
agreements or
sold
for
cash.
However,
timing
differences
between
the
time
the
deposit
outflow
and
when
the
bank
receives
its
may
occur.
Additionally,
uses fixed-rate
as collateral
limited credit
risk, but
are
nonetheless subject to market value risk based on
changes in the interest rate environment.
When interest rates increase, the value
of this
collateral decreases and
could result in
the Corporation having
to provide additional
collateral to cover
the same amount
of
deposit
This
could
reduce
otherwise
as
sources
to
the
As of
2024, management believes
banking subsidiaries had
sufficient current
and projected liquidity
sources to
meet their anticipated cash flow obligations,
as well as special needs
and off-balance sheet commitments, in the
ordinary course of
business.
Management
also
that
as
of
March
31,
its
banking
have
current
and
projected resources
to address
a stress
event. Although
subsidiaries have
historically been
able to
replace maturing
deposits and advances, no assurance can
be given that they would
be able to replace those
funds in the future if
financial condition or general market conditions were
to deteriorate. The Corporation’s financial flexibility will be severely
constrained
if the banking subsidiaries are unable to
maintain access to funding or if
adequate financing is not available to
accommodate future
financing
needs
at
acceptable
rates.
The
banking
have
to
meet
margin
on
and
other
that
include
certain
levels
of
cash
and
qualifying
To
the
extent
that
the
value
of
previously
pledged
as
declines
below
such
amounts
because
of
market
changes,
the
is
to
deposit
cash
or
to
meet
its
margin
requirements, thereby adversely
affecting its
liquidity.
Finally,
to the
extent the
Corporation relies more
heavily on
more expensive
funding sources in order to meet its future growth, revenues
may not increase in a manner that is proportionate to cover these
costs.
In this case, the Corporation’s profitability would be adversely
effected.
monitors uninsured
deposits under
applicable FDIC
regulations.
Additionally,
monitors accounts
with balances over $250,000.
While the Corporation has a
diverse deposit base from retail, commercial,
corporate and government
clients,
as
well
as
wholesale funding
sources such
as
brokered deposits,
it
considers
balance
in
excess
of
$250,000 to
have a
higher
risk.
Table
reflects
the
balance
in
deposit
accounts
in
excess
of
$250,000,
collateralized public funds and deposits outside of the
U.S. and its territories.
Collateralized public funds, as presented in Table
14,
represent public
deposit balances
from governmental
entities in
and its
territories, including
and the
United
States Virgin Islands, collateralized based on such jurisdictions’
applicable collateral requirements.
On March 31,
2024, deposits with balances
in excess of
$250,000, excluding foreign deposits
(mainly deposits in
the British Virgin
Islands) intercompany
deposits and
collateralized public
funds, were
$ 10.3
billion or
19% at
BPPR and
$ 2.5
billion or
22% at
Popular U.S., compared to available liquidity sources
of $ 15.3 billion at BPPR and $ 5.1 billion
at Popular U.S.
Table 14 - Deposits
31-Mar-24
BPPR
(Consolidated)
Deposits balances under $250,000 [1]
$
24,111,245
%
$
7,912,597
%
$
32,023,842
%
Transactional deposits balances over
$250,000
8,119,072
%
2,093,183
%
10,212,255
%
Time deposits balances over $250,000
2,134,917
%
416,911
%
2,551,828
%
Uninsured foreign deposits
419,147
%
%
419,147
%
Collateralized public funds
18,307,794
%
293,918
%
18,601,712
%
Intercompany deposits
312,107
%
556,450
%
%
$
53,404,282
%
$
11,273,059
%
$
%
[1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
31-Dec-23
BPPR
(Consolidated)
Deposits balances under $250,000 [1]
$
23,683,475
%
$
7,760,363
%
$
31,443,838
%
Transactional deposits balances over
$250,000
8,632,491
%
2,230,978
%
10,863,469
%
Time deposits balances over $250,000
1,926,005
%
361,315
%
2,287,320
%
Uninsured foreign deposits
418,334
%
%
418,334
%
Collateralized public funds
18,313,612
%
291,670
%
18,605,282
%
Intercompany deposits
159,163
%
626,312
%
%
$
53,133,080
%
$
11,270,638
%
$
%
[1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
Bank Holding Companies
The principal
funding for
the BHCs,
which are
Inc.
(holding company
only) and
PNA, include
cash on
hand,
received from
banking
and
non-banking subsidiaries,
asset sales,
credit
available from
affiliate banking subsidiaries and proceeds from potential securities offerings.
Dividends from banking and non-banking subsidiaries
are subject to various regulatory limits
and authorization requirements that are further described
below and that may limit the
ability
of those subsidiaries to act as a source of
funding to the BHCs.
The
uses
of
these
funds
include
the
repayment
of
debt,
and
payments
to
holders
of
senior
debt
and
junior
deferrable
(related
to
trust
securities),
the
payment
of
to
common
stockholders,
repurchases of the Corporation’s securities and capitalizing its
banking subsidiaries.
The outstanding balance of notes
payable at the BHCs
amounted to $593 million at
March 31, 2024 and
$592 million at December
The contractual maturities of the BHCs notes payable
at March 31, 2024 are presented in Table 15.
Table 15
- Distribution of BHC's Notes Payable by Contractual
Maturity
Year
$
394,285
198,353
Total
$
592,638
As of
BHCs had
cash and
money markets
investments totaling
$541 million
and borrowing
potential of
$228
million
from
its
secured
facility
with
BPPR.
The
BHCs’
continues
to
be
adequate
with
cash
on
hand,
investments and
other sources of
liquidity that are
expected to be
sufficient to
meet all
interest payments and
dividend obligations
for the
foreseeable future.
As indicated
15 above, the
BHC outstanding notes
payable relate to
$400 million in
7.25% Senior
Notes
due
(the “Notes”)
issued in
an
underwritten public
offering during
March
of
Additionally, the Corporation’s latest quarterly dividend was $0.62 per share or approximately
$45 million per quarter.
The BHCs have in
the past borrowed in the
corporate debt market primarily to finance
their non-banking subsidiaries and refinance
debt obligations. The issuance of corporate debt as
a source of funding is likely more
costly due to the fact that
two out of the three
principal credit
rating agencies
rate the
Corporation below
“investment grade”,
which affects
cost
and ability
to
raise
funds
in
the
capital
markets.
Factors
that
the
does
not
control,
such
as
the
outlook,
rate
volatility,
inflation, disruptions in
the debt market,
among others, could
also affect
its ability to
obtain funding. The
an
automatic
shelf
registration
statement
filed
and
effective
with
the
Securities
and
Exchange
Commission,
which
permits
the
Corporation to issue an unspecified amount of debt
or equity securities.
Non-Banking Subsidiaries
The
sources
of
funding
for
the
include
internally
generated
cash
flows
from
operations,
loan
sales, repurchase agreements, capital
injections and borrowed funds
from their direct
parent companies or the
holding companies.
The principal uses of funds for the non-banking
subsidiaries include repayment of maturing debt,
operational expenses and payment
of dividends to the
BHCs. The liquidity needs
of the non-banking subsidiaries
are minimal since most
of them are
funded internally
from operating cash flows or from intercompany borrowings
or capital contributions from their holding companies.
Dividends
2024, the Corporation declared cash dividends of
$0.62 per common share outstanding ($44.8
aggregate). The dividends for the
Corporation’s Series A preferred
stock amounted to $0.4
million. During the quarter
ended March 31, 2024, the BHCs received dividends and distributions amounting to $150 million from BPPR, $50 million from PNA,
$6 million from Popular Securities and $7 million from its
non-banking subsidiaries.
Other Funding Sources and Capital
In addition
to cash
reserves held
at the
FRB that
totaled $
5.9 billion
the debt
securities portfolio
provides an
source
of
liquidity,
which
may
be
realized
through
either
sales,
borrowings
or
agreements.
The
debt
of
liquid
U.S.
debt
U.S.
agency
debt
U.S.
agency
and
U.S.
agency
that
can
be
used
to
raise
funds
in
the
repo
markets.
The
availability
of
the
would
be
subject
to
having
at
the
time
the
transactions are consummated, in addition to overall liquidity and risk appetite of the various counterparties. In 2023, BPPR became
an
approved counterparty
in the
Federal Reserve’s
Standing Repo
Facility.
This
allows approved
counterparties to
participate in
daily auctions
Standing Repo
Facility for
up to
$500 billion
in aggregate
of overnight financing
using U.S.
Treasuries and
Agency MBS as collateral. The Corporation’s unpledged debt securities amounted
to $ 6.1 billion at March 31, 2024 and $ 4.6 billion
at December 31, 2023. A
substantial portion of these debt securities
could be used to
raise financing in the U.S.
money markets or
from secured lending sources, subject to changes in
their fair market value and customary adjustments (haircuts).
Additional liquidity may
be provided through
loan maturities, prepayments
and sales. The
loan portfolio can
also be used
to obtain
funding in the capital markets. In particular,
mortgage loans and some types of consumer loans, have
secondary markets which the
Corporation could use.
Off-Balance Sheet Arrangements and Other Commitments
In the ordinary course
of business, the Corporation
engages in financial transactions that
are not recorded on
the balance sheet or
may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a
provider of
financial services,
routinely enters
into commitments
with off-balance
sheet risk
to meet
needs of
its customers. These
commitments may include
loan commitments and
standby letters of
credit. These commitments
are
subject
to
the
same
credit
and
process
used
for
on-balance
sheet
instruments.
These
instruments
involve,
to
varying degrees, elements
of credit and
interest rate risk
in excess of
the amount recognized
in the statement
of financial position.
Note 20
to the
commitments to
extent credit
and
other non-credit commitments.
Other types
of off-balance
sheet arrangements
Corporation enters
in the
of business
include derivatives,
leases
and
of
guarantees,
indemnifications,
and
representation
and
warranties.
Refer
to
Note
to
the
Consolidated Financial Statements for information on operating leases and
to Note 19 to the
Consolidated Financial Statements for
a
detailed
related
to
the
under
credit
and
representation
and
warranties
arrangements.
The Corporation monitors its cash requirements, including
its contractual obligations and debt commitments.
FDIC Special Assessments
On
November
16,
2023,
the
Federal
Deposit
a
final
rule
that
imposes
a
special
in
March
2023,
of
the
systemic
risk
exception. In
this assessment,
the
an
$71.4
million, $45.3 million net of tax,
in the fourth quarter of 2023,
representing the full amount of the
estimated assessment at that time.
The
special
assessment
amount
and
collection
period
may
change
as
the
estimated
loss
is
periodically
adjusted
or
if
the
total
amount collected varies. As
a result, the Corporation
recorded an additional expense
of $14.3 million, $9.1
million net of tax,
in the
first quarter of 2024, based on the updated loss estimates. Refer to the Overview section of Management’s Discussion and Analysis
included in this Form 10-Q for additional information
of the FDIC Special Assessment.
Financial Information of Guarantor and Issuers of Registered
Guaranteed Securities
The Corporation (not
including any of
its subsidiaries, “PIHC”)
is the parent
holding company of
Popular North America
“PNA” and
has other subsidiaries through which it
conducts its financial services operations. PNA is
an operating, 100% subsidiary of Popular,
Inc.
Holding Company
(“PIHC”) and
is the
holding company
of its
wholly-owned subsidiaries:
Equity One,
Inc.
and PB,
PB’s wholly-owned subsidiaries Popular Equipment Finance,
LLC, Popular Insurance Agency, U.S.A., and E-LOAN, Inc.
PNA
has
issued
junior
by
PIHC
(together
with
PNA,
the
“obligor
group”)
purchased
by
statutory trusts
established by
the Corporation.
These debentures
were purchased
by the
statutory trust
using the
trust preferred securities issued to the public (referred to as
“capital securities”), together with the proceeds of the related issuances
of common securities of the trusts.
PIHC
fully
and
unconditionally
guarantees
the
junior
issued
by
PNA.
PIHC’s
to
make
a
guarantee payment may be satisfied by direct
payment of the required amounts to the
holders of the applicable capital securities or
by causing the applicable trust to pay such amounts to such holders. Each guarantee does not apply to any payment of distributions
by
the
trust
except
to
the
extent
such
trust
has
funds
for
such
payments.
If
PIHC
does
not
make
payments on the
debentures held by such
trust, such trust
will not pay
distributions on the applicable
capital securities and
will not
have
funds
for
such
payments.
PIHC’s
of
PNA’s
junior
is
unsecured
and
ranks
subordinate and junior in
right of payment to
all the PIHC’s other
liabilities in the same manner
as the applicable debentures as
set
forth in the applicable indentures; and equally with all other guarantees
that the PIHC issues. The guarantee constitutes a guarantee
of
payment
and
not
of
collection,
which means
that
the
guaranteed party
may
sue
the
guarantor to
enforce its
rights
respective guarantee without suing any other person
or entity.
The
sources
of
funding
for
PIHC
and
PNA
have
from
their
banking
and
subsidiaries, asset
sales and
the issuance
of debt
and equity.
As further
described below,
in the
Risk to
Liquidity
section, various statutory
provisions limit the
amount of dividends
an insured depository
institution may pay
to its holding
company
without regulatory approval.
summarized financial information
presents the financial
position of
the obligor
group, on a
combined basis
31, 2024 and
December 31, 2023,
and the results
of their operations
for the quarters
2024 and March
Investments in and
equity in the
earnings from the
other subsidiaries and
affiliates that are
not members of
the obligor group
have
been excluded.
The
summarized
of
the
obligor
group
is
presented
on
a
combined
basis
with
and
between
in
the
obligor
group
eliminated.
The
obligor
group's
amounts
due
from,
amounts
due
to
and
with subsidiaries
and
affiliates
have
been
separate
line
items,
if
they
are
material.
In
related
parties transactions are presented separately.
Table 16 - Summarized Statement
of Condition
Assets
Cash and money market investments
$
541,400
$
388,025
32,470
29,973
Accounts receivables from non-obligor subsidiaries
15,466
14,469
Other loans (net of allowance for credit losses of $34 (2023
- $51))
26,603
26,906
Investment in equity method investees
5,267
5,265
54,272
51,315
$
675,478
$
515,953
Liabilities and Stockholders' deficit
Accounts payable to non-obligor subsidiaries
$
7,953
$
7,023
592,638
592,283
130,379
114,660
Stockholders' deficit
(55,492)
(198,013)
Total liabilities and
stockholders' deficit
$
675,478
$
515,953
Table 17 - Summarized Statement
of Operations
For the quarters ended
Income:
Dividends from non-obligor subsidiaries
$
163,000
$
50,000
Interest income from non-obligor subsidiaries and affiliates
3,289
Earnings from investments in equity method investees
Other operating income
1,787
1,146
Total income
$
168,078
$
51,956
Expenses:
Services provided by non-obligor subsidiaries and affiliates
(net of
reimbursement by subsidiaries for services provided by parent
of
$60,996 (2023 - $56,071))
$
3,204
$
4,989
Other expenses
37,010
4,486
Total expenses
$
40,214
$
9,475
$
127,864
$
42,481
During the quarter ended March 31, 2024, the obligor
group recorded a $50.0 million of dividend
distributions from a non-
obligor subsidiary wich was recorded as a
reduction to the investment.
Risks to Liquidity
Total lines of credit outstanding, or available borrowing capacity under lines of credit are not necessarily
a measure of the total credit
on
a
basis.
These
lines
may
be
subject
to
requirements,
changes
to
the
value
of
the
collateral,
standards of
creditworthiness, leverage ratios
regulatory requirements, among
other factors.
Derivatives, such
as those
embedded
in
long-term
or
rate
swaps,
and
off-balance
sheet
exposures,
such
as
recourse,
performance bonds or
credit card
arrangements, are subject
to collateral requirements.
As their
increases, the collateral
requirements may increase, thereby reducing the
balance of unpledged securities.
The importance of
the Puerto Rico
market for the
Corporation is an
additional risk factor
that could affect
its financing activities.
In
the case
of a
deterioration in
the outlook
and/or credit
ratings of
its principal
markets and/or
due to
regulatory changes
and fiscal
conditions in
outside the
control of
the Corporation,
quality of
could be
affected and result in higher credit costs. These adverse events
could also affect the Corporation’s ability to obtain funding.
To
plan for the possibility of
such a scenario, management adopted contingency
plans to address events that could
limit or partially
limit important
funds that
are usually
fully available
for use.
These plans
call for
using alternate
funding mechanisms,
such as the
pledging of certain
asset classes and accessing
secured credit lines
and loan facilities
put in place
with the FHLB
and
the
FRB.
is subject
to
positive tangible
capital
requirements to
utilize secured
loan facilities
FHLB that
could
result
in
a
limitation
of
amounts
or
terms,
even
if
the
exceeds
well-capitalized
capital levels.
The credit
ratings of
Popular’s debt
obligations are
a relevant
factor for
liquidity because
they impact
ability to
borrow
in
the
capital
markets,
its
cost
and
access
to
funding
sources.
Credit
ratings
are
based
on
the
strength,
credit
quality and
concentrations in
the loan
portfolio, the
level and
volatility of
earnings, capital
adequacy,
the quality
of management,
geographic concentration
Rico, the
liquidity of
the balance
sheet, the
availability of
a significant
base of
core retail
and
commercial deposits, and the Corporation’s ability to access
a broad array of wholesale funding sources,
among other factors.
various
provisions
limit
the
amount
of
an
insured
depository
institution
may
pay
to
its
holding
company without
regulatory approval. A
member bank must
obtain the
approval of
Reserve Board
for any
dividend, if
the total of all dividends declared by the member
bank during the calendar year would exceed
the combined net income for that year
and the retained net income for
the preceding two years, net of
those years’ dividend activity,
less any required transfers to surplus
or to a
fund for the
retirement of any
preferred stock. In
addition, a member
bank may not
declare or pay
a dividend in
an amount
greater
than
its
undivided
profits
as
in
its
Report
of
Income,
unless
the
member
bank
has
the
approval of
Reserve Board. A
member bank also
may not permit
any portion of
its permanent capital
to be
withdrawn
unless the withdrawal has been approved by
the Federal Reserve Board. The ability of
a bank subsidiary to up-stream dividends to
its BHC
could thus
be impacted
by its
financial performance
and capital,
including tangible
and regulatory
capital, thus
potentially
limiting the
cash moving
up to
the BHCs
from
subsidiaries. This
could,
in turn,
affect
the BHCs
ability to
declare
on
its
common
and
stock,
its
or
meet
its
debt
obligations,
for
example.
During the quarter ended March 31, 2024, BPPR declared cash dividends
of $150 million to PIHC. As of March 31, 2024, BPPR can
declare a
dividend of
approximately $410
million without
prior approval
of the
Federal Reserve
Board due
to its
retained income,
declared
dividend
and
to
reserves
measurement
period.
Pursuant
to
the
listed
above, PB
may
not declare
or
pay
a dividend
without the
prior approval
of the
Federal Reserve
Board and
the
State
Department of Financial Services.
The Corporation’s banking subsidiaries have historically not
used unsecured capital market borrowings to finance its operations,
and
therefore are less sensitive to the level and
changes in the Corporation’s overall credit ratings.
Refer to the
Geographic and Government Risk section
of this MD&A for
some highlights on the
status of the Puerto
and the ongoing fiscal crisis.
Obligations Subject to Rating Triggers or Collateral Requirements
The
banking
do
not
issue
unsecured
senior
debt,
as
these
banking
are
funded
primarily with
deposits and
secured borrowings.
subsidiaries had
$7.8 million
in deposits
subject to rating triggers.
In addition,
certain mortgage servicing
and custodial agreements
that BPPR
has with
third parties
include rating covenants.
In the
event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for
escrow deposits and/or increase collateral levels
securing the recourse obligations.
As discussed
in Note
19 to
Statements, the Corporation
services residential mortgage
loans subject
to
credit
provisions.
Certain
require
the
to
post
to
secure
such
obligations if
the institution’s
required credit
ratings are
not maintained.
Collateral pledged
by the
Corporation to
secure recourse
to
$25.2
million
at
March
31,
The
could
be
to
post
collateral under the
agreements. Management expects that
it would be
able to meet
additional collateral requirements if
and when
needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s
liquidity resources and impact its operating results.
Credit Risk
Geographic and Government Risk
The Corporation is exposed to geographic and government risk.
The Corporation’s assets and revenue composition by geographical
area and by business segment reporting are presented
in Note 32 to the Consolidated Financial Statements.
Commonwealth of Puerto Rico
A
significant portion
of
our financial
activities and
credit
exposure is
concentrated in
the
Commonwealth of
(“Puerto
Rico”), which has faced severe economic and fiscal
challenges in the past and may face additional
challenges in the future.
Economic Performance.
Puerto
economy suffered
a
severe and
prolonged recession
from
to
2017,
with real
gross national
product (“GNP”)
contracting approximately 15%
during this period.
In 2017, Hurricane
María caused significant
damage and destruction
across the
island, resulting in further economic contraction. Puerto Rico’s
economy has been gradually recovering since 2018, in
part aided by
the large amount
of federal disaster
relief and recovery
assistance funds injected
into the Puerto
Rico economy in
Hurricane María
recent natural
disasters. This
growth was
interrupted by
the economic
shock caused
by the
COVID-19
pandemic in 2020, but has since resumed, in part
aided by additional federal assistance from
pandemic-related stimulus measures.
The
latest
Puerto
Rico
Economic Activity
Index,
published
by
the
Economic
Development Bank
for
Puerto
Rico
(the
“Economic
Activity
Index”),
a
0.8%
year-over-year
decline
in
March
2024,
to
March
2023,
and
essentially
remained
unchanged from February
2024 to March
- The Economic
Activity Index is
a coincident indicator
of ongoing economic
but
not
a
direct
measurement of
real
GNP.
The
Puerto
Rico
Planning Board
estimates that
Puerto
real
GNP
grew
0.7%
during fiscal year 2023 (July 2022-June 2023)
and projects 2.8% real GNP growth for fiscal
year 2024 (July 2023-June-2024).
While the
economy has
not directly
tracked the
economy in
recent years,
many of
the external
factors
that impact
are affected
by the
policies and performance
of the
economy.
These external
factors include
of interest
rates and
the rate
of inflation.
Inflation in
the United
States, as
measured by the
Consumer Price Index (published by the U.S.
Bureau of Labor Statistics), increased 3.5% during
the 12-month period ended March
Inflation in Puerto Rico,
as measured by the
Puerto Rico Consumer Price
Index (published by the
Department of Labor and
Human Resources of Puerto Rico), increased 1.9% during the 12-month period ended February 2024. The rate of inflation gradually
decreased from a mid-2022 peak, as the Federal Reserve
implemented a series of benchmark interest
rate increases.
Fiscal Challenges.
As the
economy contracted, the
government’s public
debt rose
rapidly,
in part
from borrowing to
cover deficits
to pay
debt service,
pension benefits and
other government expenditures.
By 2016,
Rico government had
over $120
combined debt and unfunded pension liabilities, had
lost access to the capital markets, and was in
the midst of a fiscal crisis.
Puerto
escalating fiscal
and economic
challenges
and imminent
widespread defaults
in
its
public debt
prompted the
U.S.
Congress to
enact the
Oversight, Management,
and Economic
Stability Act
(“PROMESA”) in
June 2016.
PROMESA
created the “Oversight Board” with ample powers over Puerto Rico’s fiscal and economic affairs and those of its public corporations,
instrumentalities and municipalities (collectively,
“PR Government Entities”). Pursuant
to PROMESA, the
Oversight Board will be
in
place
until
market
access
is
restored
and
balanced
budgets
are
produced
for
at
least
four
consecutive
years.
PROMESA
also
established two
mechanisms for
the restructuring
of the
obligations of
PR Government
Entities: (a)
Title III,
which provides
an in-
court process that incorporates many of the
powers and provisions of the U.S. Bankruptcy Code
and permits adjustment of a broad
range of obligations, and
(b) Title VI,
which provides for a
largely out-of-court process through which
modifications to financial debt
can be accepted by a supermajority of creditors
and bind holdouts.
Since 2017, Puerto Rico and several
of its instrumentalities have availed themselves
of the debt restructuring mechanisms of Titles
III and VI of PROMESA. The Puerto Rico government emerged from Title III of PROMESA in March 2022. Several instrumentalities,
Development
Bank
for
Puerto
Rico,
the
Puerto
Rico
Sales
Tax
Corporation,
the
Puerto
Rico
Highways
and
Transportation
Authority,
and
the
Puerto
Rico
Industrial
Development
Company,
have
also
completed
debt
restructurings
under
Titles
III
or
VI
of
PROMESA.
While
the
majority
of
the
debt
has
already
been
restructured,
some
PR
Entities
still
face
fiscal
challenges.
For
example,
the
Puerto
Rico
Electric
Power
is
still
in
the
process of restructuring its debts under Title III of PROMESA.
Municipalities.
Puerto Rico’s fiscal and economic challenges have
also adversely impacted its municipalities. Budgetary subsidies to municipalities
have
gradually declined
in recent
years
and
were scheduled
to
be ultimately
eliminated by
fiscal year
as
part
of the
fiscal
measures required
by
the Oversight
Board. However,
past
years, the
Oversight Board
has
authorized and
funded
new
appropriations
and
to
offset
the
decline
in
intergovernmental
to
municipalities.
Beyond
those
sources
of
alternate funding, municipalities have
also received significant federal
disaster and COVID-relief funding in
recent years. According
to the
latest Puerto
Rico fiscal
plan certified
by the
Oversight Board,
taken together,
the funding
available to
municipalities in
the
near-term is substantial. The fiscal
plan notes, however, that
the desired progress to achieve
fiscal discipline and implement critical
reforms has not been achieved,
and that municipalities must work with
the Executive branch to analyze
the financial needs of
each
individual municipality and focus on the necessary enhancements in municipal shared services
and other municipal and government
initiatives. Pursuant to
the fiscal plan,
once the transformational measures
and milestones related to
these initiatives are
achieved,
additional funding from the central government may be
made available to municipalities to improve fiscal
sustainability.
Municipalities
are
subject
to
PROMESA
and,
at
the
Board’s
request,
are
to
submit
fiscal
plans
and
annual
budgets
to
the
Board
for
its
review
and
approval.
They
are
also
seek
Board
to
issue,
or
modify
their
debts
and
to
enter
into
with an
value
of
$10
million
or
more.
With
the
Board’s approval, municipalities are also eligible to avail themselves of the debt restructuring processes provided by PROMESA. To
date, however, no municipality has been subject to any such debt
restructuring process.
Exposure of the Corporation
The credit
quality of BPPR’s
reflects, among other
things, the
general economic conditions
Rico and
other
adverse conditions affecting Puerto
Rico consumers and businesses.
Deterioration in the Puerto
Rico economy has resulted
in the
past, and could
result in the future,
in higher delinquencies, greater
charge-offs and increased losses,
which could materially affect
our financial condition and results of operations.
direct exposure
to PR
Government Entities
totaled $388
million, of
which $363
million were
outstanding, compared
to
$362 million
at
2023, of
which $333
million
were outstanding.
A
deterioration in
Puerto
Rico’s fiscal and
economic situation could adversely
affect the value
of our Puerto
Rico government obligations, resulting
in losses
to
us.
Of
the
amount
outstanding,
$348
million
of
loans
and
$16
million
are
($314
million
and
$19
at
31,
2023).
Substantially
all
of
the
direct
outstanding at
March
31,
were
obligations from various
Puerto Rico municipalities.
In most
cases, these were
“general obligations” of
a municipality,
to which
the
applicable municipality
has
pledged its
good faith,
credit
and unlimited
taxing
power,
or “special
obligations” of
a municipality,
to
which the applicable municipality has pledged basic
property tax or sales tax revenues. At March 31, 2024,
78% of the Corporation’s
municipal loans
and securities
was concentrated
in the
municipalities of
San Juan,
Guaynabo, Carolina
and Caguas.
For
of
the
direct
to
the
Puerto
Rico
and
its
and
municipalities, refer to Note 20 – Commitments and
Contingencies to the Consolidated Financial
In addition, at March
31, 2024, the Corporation had
$233 million in loans
insured or securities issued by
Puerto Rico governmental
entities, but for
which the principal source
of repayment is
non-governmental ($238 million at December 31, 2023).
These included
$187 million in
residential mortgage loans insured
by the Puerto
Rico Housing Finance Authority
(“HFA”), a
PR Government Entity
(December 31, 2023 - $191 million). These mortgage loans are secured
by first mortgages on Puerto Rico residential properties and
the
HFA
covers
losses
in
the
event
of
a
borrower
default
and
upon
the
satisfaction
of
certain
other
conditions.
The
Corporation also
had
at
March
$39
million
in bonds
issued by
HFA
which
are secured
by
second
loans on
Puerto Rico residential properties, and for which HFA also provides insurance to
cover losses in the event of a borrower default, and
upon the satisfaction of certain
other conditions (December 31, 2023 - $40
million). In the event that
the mortgage loans insured by
HFA and held
by the Corporation directly or those serving
as collateral for the HFA
bonds default and the collateral is
satisfy the outstanding balance of these loans, HFA’s
ability to honor its insurance will depend, among other factors, on the financial
of
HFA
at
the
time
such
become
due
and
payable.
The
does
not
the
guarantee when estimating the credit losses associated
with this portfolio.
commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
other relationships with the government. These borrowers could be negatively
affected by a deterioration in the fiscal and
situation
of
PR
Entities.
Similarly,
and
loan
include
loans
to
and
retirees,
which
could
also
be
by
fiscal
measures,
such
as
employee
layoffs
or
furloughs
or
reductions in pension benefits, if the fiscal and economic
situation deteriorates.
As of March 31, 2024, BPPR had $18.0 billion in deposits from the Puerto Rico government, its instrumentalities, and municipalities.
The
rate
at
which
public
deposit
may
decline is
uncertain and
difficult
to
predict.
The
amount
and
timing
of
any
such
reduction is
likely to
be impacted
by,
the speed
at which
federal assistance
is distributed
and the
liquidity and cash management practices of such entities,
as well as on the ability of BPPR to
maintain these customer relationships.
The
Corporation may
also have
direct
exposure with
regards to
avoidance and
other causes
of
action initiated
by the
Board on behalf of the Commonwealth or other Title III debtors. For additional information regarding such exposure, refer to Note 20
United States Virgin Islands
The
has
in
the
United
States
Virgin
Islands
(the
“USVI”)
and
has
credit
to
USVI
entities.
The USVI has
been experiencing a
number of fiscal
and economic challenges,
which could adversely
affect the
ability of its
public
corporations and instrumentalities to service their outstanding
debt obligations. PROMESA does not apply to the USVI
and, as such,
there
is
no
federal
legislation
permitting
the
of
the
debts
of
the
USVI
and
its
public
corporations
and
instrumentalities.
To
the extent that
the fiscal condition
of the USVI
continues to deteriorate, the
U.S. Congress or the
Government of the
USVI may
enact legislation allowing for the restructuring of the
financial obligations of USVI government entities or imposing a
stay on creditor
remedies, including by making PROMESA applicable
to the USVI.
had approximately
$28 million
in direct
USVI government
entities (December 31,
2023 - $28 million).
British Virgin Islands
The
in
the
British Virgin
Islands
(“BVI”),
which
was
affected by
the
COVID-19
pandemic,
particularly as
a reduction
in the
tourism activity
which accounts
for a
significant portion
of its
economy.
Although the
has no
significant exposure to
a single
borrower in the
BVI, at
2024, it
has a
loan portfolio amounting
to approximately
$208 million comprised of various retail and commercial
clients, compared to a loan portfolio of $205 million
at December 31, 2023.
As further detailed in Notes
5 and 6 to the
Consolidated Financial Statements, a substantial portion of the
Corporation’s investment
represented exposure
to
the
U.S.
Government in
the
form
of
sponsored entities,
as
well
as
agency
mortgage-backed and U.S. Treasury securities. In addition, $1.9 billion of residential mortgages, and $92.4 million commercial loans
were insured or guaranteed by
the U.S. Government or its
agencies at March 31, 2024
(compared to $1.9 billion and
$89.2 million,
respectively, at December 31, 2023).
Non-Performing Assets
Non-performing assets (“NPAs”)
include primarily past-due
loans that
are no
longer accruing interest,
renegotiated loans, and
real
estate property acquired through foreclosure. A summary, including certain credit
quality metrics, is presented in Table 18.
During
the
first
quarter
of
2024,
the
stable
credit
quality
when
to
the
previous
Non-
(“NPLs”) and
net charge
offs (“NCOs”)
remained below
historical averages
and delinquencies
improved in
most
loan categories from the prior quarter.
We continue to closely monitor changes in the macroeconomic environment and on borrower
given
higher
rates
and
inflationary
pressures.
However,
management believes
that
the
improvements over
recent years
in risk
management practices
and the
risk profile
of the
Corporation’s loan
portfolios position
Popular to
operate successfully under the current challenging
environment.
Total
NPAs
as of
2024 decreased
by $3
million when
compared with
- Total
non-performing loans
(“NPLs”)
by
$3
million
from
31,
NPLs
by
$30
broadly
across most
loan categories.
The commercial
NPLs decrease
includes a
$5.1 million
charge-off
a
previously
reserved $18
million relationship. Popular
US NPLs
$27 million,
a $17
million increase
in mortgage
NPLs,
impacted by a single loan. The Corporation has no
other credit exposure to this borrower.
On March 31,
2024 , the
ratio of NPLs
to total loans
held-in-portfolio was 1.0%,
flat when compared
to December 31,
- Other
real
estate
owned
loans
(“OREOs”)
remained
flat
from
On
March
31,
2024,
NPLs
secured
by
real
estate
amounted to $211 million in
the Puerto Rico operations and $49 million in Popular U.S, compared with $231 million and $24
respectively, on December 31, 2023.
The Corporation’s commercial loan
portfolio secured by real
estate (“CRE”) amounted to
$10.6 billion on
$3.1 billion was secured with owner occupied properties,
compared with $10.6 billion and $3.1 billion, respectively, on December 31,
- Office space
leasing exposure in
our non-owner occupied
CRE portfolio is
limited, representing only
1.8% or $633
our total loan portfolio.
The exposure is mainly comprised of low- to mid- rise properties with average
loan size of $2.0 million and is
well diversified across tenant type.
CRE NPLs amounted to $49 million on March 31,
2024, compared with $48 million on December 31, 2023. The CRE NPL
ratios for
the BPPR and Popular U.S.
segments were 0.72% and 0.26%,
respectively, on March
31, 2024, compared with 0.86% and
0.13%,
respectively, on December 31, 2023.
In addition
to the
NPLs included
18, on
2024, there were
$513 million
of performing
loans, mostly
loans, which in management’s opinion, are currently subject to potential future classification as non-performing (December 31, 2023
- $510 million).
2024, total inflows
of NPLs held-in-portfolio,
excluding consumer loans,
increased by $10
when compared to the inflows for the same period
in 2023. Inflows of NPLs held-in-portfolio at the
BPPR segment decreased by $17
to
the
same
period
in
2023,
mainly
driven
by
lower
and
inflows
by
$12
million
and
$5
million, respectively. Inflows of
NPLs held-in-portfolio at the Popular U.S. segment increased by $27 million
from the same period in
2023, mainly driven by higher mortgage and
commercial inflows by $17 million and $9
million, respectively.
Table 18 - Non-Performing
Assets
BPPR
Popular
U.S.
Inc.
As a % of
loans HIP
by
category
BPPR
Popular
U.S.
Inc.
As a % of
loans HIP
by
category
$
$
8,700
$
8,806
0.4
%
$
1,991
$
$
1,991
0.1
%
Commercial real estate non-owner
7,922
2,407
10,329
0.2
8,745
1,117
9,862
0.2
Commercial real estate owner
26,124
3,877
30,001
1.0
29,430
6,274
35,704
1.2
29,171
6,423
35,594
0.5
32,826
3,772
36,598
0.5
63,323
21,407
84,730
0.5
72,992
11,163
84,155
0.5
6,378
6,378
0.7
Leasing
7,267
7,267
0.4
8,632
8,632
0.5
166,473
28,071
194,544
2.5
175,106
11,191
186,297
2.4
3,986
3,986
6.0
3,733
3,733
5.7
19,092
2,068
21,160
1.1
19,031
2,805
21,836
1.1
Auto
41,807
41,807
1.1
45,615
45,615
1.2
0.4
0.6
61,531
6,055
67,586
1.0
65,610
6,539
72,149
1.0
Total non-performing
loans held-in-
298,594
55,533
354,127
1.0
%
328,718
28,893
357,611
1.0
%
Other real estate owned (“OREO”)
80,218
80,542
80,176
80,416
Total non-performing
assets
[1]
$
378,812
$
55,857
$
434,669
$
408,894
$
29,133
$
438,027
Accruing loans past due 90 days or
more
[2]
$
247,330
$
$
247,542
$
268,362
$
$
268,471
Ratios:
Non-performing assets to total assets
0.68
%
0.37
%
0.61
%
0.74
%
0.19
%
0.62
%
Non-performing loans held-in-portfolio
to loans held-in-portfolio
1.21
0.53
1.01
1.34
0.27
1.02
Allowance for credit losses to loans
2.62
0.91
2.11
2.61
0.85
2.08
Allowance for credit losses to non-
performing loans, excluding held-for-
sale
215.79
171.47
208.84
194.65
309.70
203.95
[1] There were no non-performing loans held-for-sale
as of March 31, 2024 and December 31, 2023.
[2] It is the Corporation’s policy to report delinquent
residential mortgage loans insured by FHA or guaranteed
by the VA as accruing
loans past due 90
days or
more as
opposed to
since the
principal repayment
is insured.
These balances
include $93
loans
insured
by
FHA
or
by
the
VA
that
are
no
longer
accruing
as
of
March
31,
31,
$106
has approximately
$37 million
in reverse
loans which
are guaranteed
by
FHA, but
which are
not
accruing
interest.
Due
to
the guaranteed
nature
of
the loans,
it is
policy
to
exclude
these
from
assets
(December 31, 2023 - $38 million).
Table 19 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
BPPR
$
254,476
$
22,354
$
276,830
Plus:
33,503
35,373
68,876
Less:
(4,109)
(4,109)
(8,309)
(950)
(9,259)
(45,765)
(7,321)
(53,086)
Ending balance -
NPLs
$
229,796
$
49,478
$
279,274
Table 20 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
BPPR
$
324,562
$
31,356
$
355,918
Plus:
50,613
8,531
59,144
Less:
(10,873)
(58)
(10,931)
(1,176)
(216)
(1,392)
(48,099)
(13,911)
(62,010)
Ending balance -
NPLs
$
315,027
$
25,767
$
340,794
Table 21 - Activity in Non
-Performing Commercial Loans Held-In-Portfolio
BPPR
$
72,992
$
11,163
$
84,155
Plus:
4,343
15,039
19,382
Less:
(7,999)
(950)
(8,949)
(6,013)
(3,865)
(9,878)
$
63,323
$
21,407
$
84,730
Table 22 - Activity in Non
-Performing Commercial Loans Held-In-Portfolio
BPPR
$
82,171
$
10,868
$
93,039
Plus:
16,594
5,719
22,313
Less:
(287)
(287)
(673)
(216)
(889)
(6,853)
(5,349)
(12,202)
$
90,952
$
11,048
$
102,000
Table
23 - Activity in Non-Performing Construction
Loans Held-In-Portfolio
BPPR
$
6,378
$
$
6,378
Less:
(6,378)
(6,378)
$
$
$
Table 24 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
BPPR
$
175,106
$
11,191
$
186,297
Plus:
29,160
20,334
49,494
Less:
(4,109)
(4,109)
(310)
(310)
(33,374)
(3,456)
(36,830)
$
166,473
$
28,071
$
194,544
Table 25 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
BPPR
$
242,391
$
20,488
$
262,879
Plus:
34,019
2,812
36,831
Less:
(10,586)
(58)
(10,644)
(503)
(503)
(41,246)
(8,562)
(49,808)
$
224,075
$
14,719
$
238,794
Loan Delinquencies
Another key measure used to evaluate and
monitor the Corporation’s asset quality is loan
delinquencies. Loans delinquent 30 days
or more, as a percentage of their related portfolio
category on March 31, 2024 and December 31, 2023,
are presented below.
Table 26 - Loan Delinquencies
Loans delinquent
30 days or more
Total delinquencies
as a percentage
of total loans
Loans delinquent
30 days or more
Total delinquencies
as a percentage
of total loans
$
33,651
$
1.41
%
$
13,657
$
0.57
%
Commercial real estate
non-owner occupied
18,089
0.36
17,051
0.34
Commercial real estate
62,177
1.99
69,239
2.25
62,536
0.89
58,953
0.83
176,453
1.00
158,900
0.90
8,825
0.87
6,378
959,280
0.66
Leasing
31,955
1.81
35,491
2.05
[1]
800,456
10.28
859,537
11.17
46,420
4.06
46,436
4.09
5,455
66,717
8.18
5,465
65,953
8.29
56,988
3.00
59,682
3.07
Auto
143,184
3.86
173,119
4.73
Other
2,112
162,605
1.30
3,063
160,441
1.91
254,159
3.64
287,765
4.13
5,352
4,301
Total
$
1,271,848
$
3.62
%
$
1,348,071
$
3.84
%
[1]
Loans delinquent 30 days or more includes $0.4 billion
of residential mortgage loans insured by FHA or guaranteed
by the VA as of March
31,
2024 (December 31, 2023 - $0.5 billion). Refer to Note
7 to the Consolidated Financial Statements for additional
information of guaranteed loans.
Allowance for Credit Losses Loans Held-in-Portfolio
The ACL,
represents management’s
estimate of
expected credit
losses through
the remaining
contractual life
of the
different loan
segments, impacted by expected prepayments. The ACL
is maintained at a sufficient
level to provide for estimated credit
losses
on
collateral dependent loans as well as loans modified
for borrowers with financial difficulties separately from the remainder
of the loan
portfolio. The Corporation’s
management evaluates the adequacy
of the ACL
on a quarterly
basis. In this
evaluation, management
considers current
conditions, macroeconomic
economic expectations through
a reasonable
and supportable
period, historical
loss
experience,
portfolio composition
by
loan
type
and
risk
characteristics,
results
of
periodic credit
reviews
of
loans,
and
regulatory requirements, amongst other factors.
The Corporation must rely on
estimates and exercise judgment regarding matters where
the ultimate outcome is unknown,
such as
economic developments affecting specific
customers, industries, or markets.
Other factors that can
affect management’s estimates
are
recalibration
of
statistical
models
used
to
calculate
lifetime
losses,
changes
in
underwriting
standards,
accounting standards and loan impairment measurements,
among others. Changes in the financial condition
of individual borrowers,
in economic
conditions, and
in the
condition of
the various
markets in
which collateral
may be
sold, may
also affect
the required
the allowance
losses. Consequently,
the business
liquidity,
capital, and
results of
could also be affected.
On March 31, 2024, the ACL increased by $10 million from December
31, 2023, to $740 million. The ACL for BPPR increased by $4
driven
by
higher
reserves
for
the
attributable
to
changes
in
credit
quality.
In
PB,
the
ACL
increased by $6 million, when compared to December 31, 2023, mainly
driven by higher reserves for the commercial portfolio due to
changes
in
credit
risk
ratings.
The
ratio
of
the
allowance for
credit
losses
to
loans
held-in-portfolio was
2.11%
on
2024, compared to
2.08% on December
The ratio
of the
allowance for credit
losses to
NPLs held-in-portfolio
stood at 208.8%, compared to 204.0% on December
Given that any one
economic outlook is inherently uncertain, the
Corporation leverages multiple scenarios to estimate
its ACL. The
baseline scenario continues to be assigned the highest probability,
followed by the pessimistic scenario. The weight assigned to the
pessimistic
scenario
during
the
first
quarter
of
in
response
to
the
positive
momentum
in
the
economy
as
expectations for
Reserve achieving
a soft
landing have
improved. The
Corporation evaluates,
at least
on an
annual
basis, the assumptions tied to the CECL accounting framework. These include
the reasonable and supportable period as well as the
reversion window.
The
annualized GDP
the
improved to
2.0%
and
2.3%
for
Puerto
Rico
and
the
United
States,
respectively, compared to 1.2% and 1.7%
in the previous quarter. The 2024 forecasted average unemployment rate for
and the United States remained stable at 6.5%
and 3.9%, respectively, compared to 6.8% and 4.0% in previous forecast.
The provision for credit losses for the period ended March 31,
2024, was $72.4 million, compared to an expense of $47.1 million
for
the period
2023, mostly related
NCOs due to
credit normalization. Refer
to Note
8 to
Financial Statements, and to the Provision for Credit
Losses section of this MD&A for additional information.
Table 27 - Allowance for Credit
Losses - Loan Portfolios
Total ACL
Total loans held-
ACL to loans held-
Total non-
ACL to non-
$
12,743
$
0.53
%
8,806
144.71
%
65,624
1.30
%
10,329
635.34
%
63,807
2.05
%
30,001
212.68
%
120,418
1.71
%
35,594
338.31
%
$
262,592
$
1.49
%
84,730
309.92
%
11,139
1.10
%
N.M.
Leasing
8,991
0.51
%
7,267
123.72
%
86,438
1.11
%
194,544
44.43
%
88,169
7.72
%
N.M.
1,872
66,717
2.81
%
3,986
46.96
%
116,077
6.12
%
21,160
548.57
%
Auto
157,456
4.25
%
41,807
376.63
%
6,810
162,605
4.19
%
1,075.83
%
$
370,384
$
5.31
%
67,586
548.02
%
Total
$
739,544
$
2.11
%
354,127
208.84
%
N.M - Not meaningful.
Table 28 - Allowance for Credit
Losses - Loan Portfolios
Total ACL
Total loans held-
ACL to loans held-
Total non-
ACL to non-
$
13,740
$
0.57
%
1,991
690.11
%
65,453
1.29
%
9,862
663.69
%
56,864
1.85
%
35,704
159.27
%
122,356
1.72
%
36,598
334.32
%
$
258,413
$
1.46
%
84,155
307.07
%
12,686
959,280
1.32
%
6,378
198.90
%
Leasing
9,708
0.56
%
8,632
112.47
%
83,214
1.08
%
186,297
44.67
%
80,487
7.09
%
N.M.
1,978
65,953
3.00
%
3,733
52.99
%
117,790
6.06
%
21,836
539.43
%
Auto
157,931
4.31
%
45,615
346.23
%
7,134
160,441
4.45
%
739.27
%
$
365,320
$
5.24
%
72,149
506.34
%
Total
$
729,341
$
2.08
%
357,611
203.95
%
N.M - Not meaningful.
Annualized net charge-offs (recoveries)
annualized net charge-offs
(recoveries) to average
loans held-in-portfolio (“HIP”)
by loan
category for
the quarters ended March 31, 2024 and 2023.
Table 29
- Annualized Net Charge-offs (Recoveries) to
Average Loans Held-in-Portfolio
BPPR
BPPR
0.30
%
0.04
%
0.18
%
(0.06)
%
(0.13)
%
(0.09)
%
(0.28)
(0.01)
(0.23)
(0.26)
―
(0.22)
Leasing
0.85
―
0.85
0.08
―
0.08
2.98
8.43
3.16
2.31
4.81
2.43
Total annualized
net charge-offs to
average loans held-in-portfolio
0.92
%
0.21
%
0.71
%
0.56
%
0.06
%
0.41
%
NCOs for the quarter ended March 31, 2024, amounted to $62 million, increasing by $29 million when compared to the same period
in 2023. The BPPR
segment increased by $25
million mainly driven by
higher consumer and commercial NCOs
by $14 million and
$8
NCOs
is
reflective
of
post-pandemic
credit
normalization
The
PB
segment
NCOs
increased by $4 million, mainly driven by higher
commercial NCOs by $3 million.
Loan Modifications
For the
2024, modified
loans to
borrowers with
financial difficulty
$92 million,
$83
million were
in accruing
status. The
BPPR segment’s
modifications to
borrowers with
financial difficulty
$92 million,
mainly
of
and
loans
of
$73
million
and
$16
A
total
of
$11
million
of
the
mortgage modifications were related to
government guaranteed loans. The Popular
U.S. segment’s modifications to borrowers
with
financial difficulty amounted to $188 thousand, mostly
comprised of personal loans.
Refer
to
Note
to
the
for
on
modifications
made
to
experiencing financial difficulties.
ADOPTION OF NEW ACCOUNTING STANDARDS AND ISSUED BUT NOT
YET EFFECTIVE ACCOUNTING STANDARDS
Refer to Note 3, “New Accounting Pronouncements”
Market Risk
Quantitative and qualitative disclosures for the current
period can be found in the Market Risk
section of this report, which includes
changes in market risk exposures from disclosures
presented in the 2023 Form 10-K.
Disclosure Controls and Procedures
The Corporation’s management,
participation of the
Corporation’s Chief Executive
Officer and Chief
Financial Officer,
has
evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based
on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that,
as of the end of such
period, the Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a
timely basis,
information required to
be disclosed
by the
Corporation in
the reports
that it
files or
submits under
the Exchange Act
and
such
is
accumulated
and
communicated
to
management,
as
appropriate,
to
allow
timely
decisions
regarding
required disclosures.
Internal Control Over Financial Reporting
There have been no changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act)
that occurred during the quarter ended March
31, 2024 that have materially affected,
or are
reasonably likely to materially affect, the Corporation’s internal control
over financial reporting.
Part II - Other Information
For a discussion of Legal Proceedings, see Note 20
In addition to the other information set forth in
this report, you should carefully consider the risk
factors discussed under “Part I - Item
1A - Risk Factors” in our 2023 Form
10-K. These factors could materially adversely affect our business, financial condition, liquidity,
results of
operations and
capital position,
and could
cause our
actual results
to
differ
materially from
our historical
results or
the
results contemplated
by the
forward-looking statements
contained in
this report.
Also refer
to the
discussion in
“Part I
- Item
2 –
Management’s Discussion
and Analysis
of Financial
Results of
Operations” in
this report
that may supplement or update the discussion
of risk factors below and in our 2023 Form 10-K.
There have been no material changes to the risk
factors previously disclosed under Item 1A of the
Corporation’s 2023 Form 10-K.
The risks described
in our 2023 Form
10-K and in
this report are not
the only risks
facing us. Additional risks
and uncertainties not
known
to
us
or
that
we
deem
to
be
immaterial
also
may
materially
affect
our
business,
condition, liquidity, results of operations and capital position.
Unregistered Sales of Equity Securities and
Use of Proceeds
The Corporation did not have any unregistered
sales of equity securities during the quarter ended March
Issuer Purchases of Equity Securities
table sets
forth the
details of
purchases of
Common Stock
by the
Corporation during
31,
2024:
Issuer Purchases of Equity Securities
Not in thousands
Period
Total Number of
Shares Purchased [1]
Average Price Paid per
Share
Total Number of
Shares
Purchased as Part of Publicly
Announced Plans or Programs
Approximate Dollar Value of
Shares that May Yet be
Purchased Under the Plans or
Programs
January 1 - January 31
$
$-
February 1 - February 29
83.46
March 1 - March 31
42,092
83.47
Total
42,651
$
83.47
[1]
Includes
and
42,092
shares
of
the
common
stock
acquired
by
the
during
February
and
March
2024,
in connection
satisfaction of
tax withholding
obligations on
vested awards
of restricted
stock or
units granted
to
directors and certain
employees under
Omnibus Incentive
Plan. The acquired
shares of common
stock were added
back to treasury
stock.
Defaults Upon Senior Securities
None.
Mine Safety Disclosures
Not applicable.
Rule 10b5-1 Trading Plans or Other Preplanned Trading Arrangements
Certain of our
officers or directors have
made, and may from
time to time make,
elections to
participate in
, and are
participating in,
our dividend reinvestment and purchase plan, the
Company stock fund associated with our 401(k)
plans and/or the Company stock
fund associated with
our non-qualified deferred compensation
plans and have shares
withheld to cover
withholding taxes upon the
vesting of
equity awards, which
may be
designed to satisfy
the affirmative defense
conditions of
Rule 10b5-1 under
the Exchange
Act or may constitute non-Rule 10b5–1
trading arrangements
(as defined in Item 408(c) of Regulation
S-K).
Exhibits
Exhibit Index
Exhibit No
Exhibit Description
10.1
Form of Popular, Inc. 2024 Long-Term Equity Incentive Award and Agreement
(1)
22.1
Issuers of Guaranteed Securities (Incorporated by reference to Exhibit 22.1 of Popular, Inc.’s Annual
Report on Form 10-K for the year ended December 31, 2023)
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(1)
31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(1)
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(1)
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
(1)
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its XBRL tags are embedded within the Inline Document.
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Inline Taxonomy Extension Schema Document
(1)
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
(1)
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Inline XBRL Taxonomy Extension Definitions Linkbase Document
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(1)
The cover page of Popular, Inc. Quarterly Report on Form 10-Q for the
quarter ended March 31, 2024,
formatted in Inline XBRL (included within the Exhibit
101 attachments)
(1)
(1)
Included herewith
Popular, Inc. has not filed as exhibits certain instruments defining
the rights of holders of debt of Popular, Inc. not
exceeding 10% of the total assets of Popular, Inc. and its consolidated
subsidiaries. Popular, Inc. hereby agrees to
furnish upon request to the Commission a copy of
each instrument defining the rights of holders
of senior and
subordinated debt of Popular, Inc., or of any of its consolidated
SIGNATURES
Pursuant to the
requirements of the Securities Exchange
Act of 1934, the
registrant has duly caused this
report to be signed
on its
behalf by the undersigned thereunto duly authorized.
(Registrant)
Date: May 10, 2024
By: /s/ Jorge J. García
Jorge J. García
Executive Vice President &
Chief Financial Officer
Date: May 10, 2024
By: /s/ Denissa M. Rodríguez
Denissa M. Rodríguez
Senior Vice President & Corporate Comptroller
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.