POPULAR INC
For the period ended Sep 30, 2024. Filed Nov 12, 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.
Sep 30, 2024 · Filed Nov 12, 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
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
customers
and
our
business;
the impact of the pending debt
restructuring proceedings under Title III of the
Puerto Rico Oversight, Management and
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
public sector
deposits held
at
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
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
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 our
Quarterly Reports
on Form
10-Q 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:
$
427,594
$
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
30,843
31,568
Debt securities available-for-sale, at fair
value:
Pledged securities with creditors’ right to repledge
31,500
72,827
Other debt securities available-for-sale
17,154,623
16,656,217
Debt securities held-to-maturity, at amortized cost:
Pledged securities with creditors’ right to repledge
27,154
27,083
Other debt securities held-to-maturity
7,838,140
8,167,252
Debt securities held-to-maturity (fair
value 2024 - $
; 2023 - $
)
7,865,294
8,194,335
Less – Allowance for credit losses
5,430
5,780
Debt securities held-to-maturity, net
Equity securities (realizable value 2024 -
$
198,920
; 2023 - $
194,641
)
198,191
193,726
Loans held-for-sale, at fair value
5,509
4,301
36,599,612
35,420,879
Less – Unearned income
404,645
355,908
744,320
729,341
Total loans held-in-portfolio, net
35,450,647
34,335,630
Premises and equipment, net
624,376
565,284
Other real estate
63,028
80,416
Accrued income receivable
257,406
263,433
Mortgage servicing rights, at fair value
108,827
118,109
1,767,919
2,014,564
804,428
804,428
Other intangible assets
7,531
9,764
$
$
Liabilities and Stockholders’ Equity
Liabilities:
Non-interest bearing
$
$
Interest bearing
48,392,430
48,198,619
55,360
91,384
918,376
986,948
890,323
914,627
Total liabilities
65,532,560
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;
104,832,712
shares issued (2023 -
104,767,348
) and
shares outstanding (2023 -
72,153,621
)
1,048
1,048
Surplus
4,843,399
Retained earnings
4,194,851
Treasury stock - at cost,
33,045,363
shares (2023 -
32,613,727
)
(2,018,957)
Accumulated other comprehensive loss, net
of tax
(1,895,531)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
The accompanying notes are an integral part of
these Consolidated Financial Statements.
OF OPERATIONS
Interest income:
Loans
$
664,731
$
596,886
$
1,952,200
$
1,708,216
96,061
99,286
272,893
265,785
176,656
148,614
528,403
403,814
Total interest income
937,448
844,786
2,753,496
2,377,815
Interest expense:
350,985
294,121
730,824
1,430
1,478
3,748
5,987
Long-term debt
12,560
15,167
37,799
43,660
Total interest expense
364,975
310,766
780,471
572,473
534,020
71,448
45,117
190,840
129,946
Net interest income after provision for credit losses
501,025
488,903
1,500,689
1,467,398
Non-interest income:
38,315
37,318
113,283
109,777
Other service fees
98,748
93,407
289,883
277,748
Mortgage banking activities (Refer to Note 9)
2,670
5,393
12,753
15,109
Net (loss) gain, including impairment on equity securities
(546)
(1,319)
1,165
Net gain on trading account debt securities
1,455
Net loss on sale of loans on loans held-for-sale, including
valuation adjustments
(44)
(44)
Adjustments to indemnity reserves on loans sold
(187)
(31)
Other operating income
23,270
24,762
75,173
77,625
Total non-interest income
164,082
159,549
494,206
481,981
Operating expenses:
Personnel costs
201,856
193,152
614,657
583,380
Net occupancy expenses
28,031
28,100
83,764
81,304
Equipment expenses
9,349
8,905
28,578
26,878
Other taxes
17,757
8,590
47,465
41,290
Professional fees
26,708
38,514
93,370
122,077
Technology and software expenses
88,452
72,930
247,666
213,843
Processing and transactional services
34,320
37,899
107,610
108,609
Communications
5,229
4,220
14,143
12,483
Business promotion
25,637
23,075
72,075
67,029
Deposit insurance
10,433
8,932
44,901
24,600
Other real estate owned (OREO) income
(2,674)
(5,189)
(13,745)
(10,197)
21,519
23,061
77,293
70,274
2,233
2,385
23,000
23,000
Total operating expenses
467,321
465,984
Income before income tax
197,786
182,468
574,885
582,424
42,463
45,859
138,490
135,676
Net Income
$
155,323
$
136,609
$
436,395
$
446,748
Net Income Applicable to Common Stock
$
154,970
$
136,256
$
435,336
$
445,689
Net Income per Common Share – Basic
$
2.16
$
1.90
$
6.06
$
6.22
Net Income per Common Share – Diluted
$
2.16
$
1.90
$
6.05
$
6.21
The accompanying notes are an integral part of
these Consolidated Financial Statements.
OF COMPREHENSIVE INCOME (LOSS)
Quarters ended,
Nine months ended,
$
155,323
$
136,609
$
436,395
$
446,748
Other comprehensive income (loss) before
tax:
Foreign currency translation adjustment
(976)
(3,240)
(220)
Amortization of net losses of pension and
3,618
4,814
10,854
14,440
Unrealized holding gains (losses) on debt securities
arising during the period
380,927
(234,827)
330,319
(99,360)
Amortization of unrealized losses of debt
securities transfer from available-for-
45,331
43,783
133,761
128,726
Unrealized net gains (losses) on cash flow
hedges
(30)
Reclassification adjustment for net gains( losses)
included in net income
(41)
Other comprehensive income (loss) before
tax
430,491
(187,206)
471,694
43,515
(65,203)
(18,301)
(89,157)
(52,529)
Total other comprehensive income (loss), net of tax
365,288
382,537
(9,014)
Comprehensive income (loss), net of tax
$
520,611
$
(68,898)
$
818,932
$
437,734
Tax effect allocated to each component of other comprehensive
income (loss):
Nine months ended,
Adjustment of pension and postretirement
benefit plans
$
$
$
$
Amortization of net losses of pension and
(1,357)
(1,805)
(4,070)
(5,415)
Unrealized holding losses on debt securities
arising during the period
(54,779)
(7,740)
(58,334)
(21,396)
Amortization of unrealized losses of debt
securities transfer from available-for-
(9,067)
(8,756)
(26,753)
(25,744)
Unrealized net (losses) gains on cash flow
hedges
Reclassification adjustment for net (gains)
losses included in net income
$
(65,203)
$
(18,301)
$
(89,157)
$
(52,529)
The accompanying notes are an integral
part of the Consolidated Financial Statements.
OF CHANGES IN STOCKHOLDERS’ EQUITY
other
Common
Preferred
Retained
stock
stock
Surplus
stock
(loss) income
Total
Balance at June 30, 2023
$
1,047
$
22,143
$
4,795,581
$
4,093,284
$
(2,018,611)
$
(2,328,435)
$
4,565,009
136,609
136,609
1,599
1,600
[1]
(39,675)
(39,675)
(353)
(353)
(250)
(250)
(9)
Other comprehensive loss, net of tax
$
1,048
$
22,143
$
4,797,364
$
4,189,865
$
(2,018,870)
$
$
4,457,608
Balance at June 30, 2024
$
1,048
$
22,143
$
4,852,747
$
4,385,522
$
(2,010,500)
$
(1,878,282)
$
5,372,678
155,323
155,323
1,704
1,704
[1]
(44,614)
(44,614)
(353)
(353)
(59,147)
(59,147)
(582)
(365)
Other comprehensive income, net of tax
365,288
365,288
$
1,048
$
22,143
$
$
$
$
$
[1]
Dividends declared per common share during the quarter
ended September 30, 2024 - $
0.62
0.55
).
OF CHANGES IN STOCKHOLDERS’ EQUITY
other
Common
Preferred
Retained
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
446,748
446,748
4,716
4,717
[1]
(118,924)
(118,924)
(1,059)
(1,059)
(4,491)
(4,491)
1,655
15,799
17,454
Other comprehensive loss, net of tax
(9,014)
(9,014)
$
1,048
$
22,143
$
4,797,364
$
4,189,865
$
(2,018,870)
$
$
4,457,608
Balance at December 31, 2023
$
1,048
$
22,143
$
4,843,399
$
4,194,851
$
(2,018,957)
$
(1,895,531)
$
436,395
436,395
5,271
5,271
[1]
(134,309)
(134,309)
(1,059)
(1,059)
(65,923)
(65,923)
5,199
15,450
20,649
Other comprehensive income, net of tax
382,537
382,537
$
1,048
$
22,143
$
$
$
$
$
[1]
Dividends declared per common share during the nine months
ended September 30, 2024 - $
1.86
1.65
).
For the period 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
65,364
82,789
Balance at end of period
104,832,712
104,740,311
Treasury stock
(33,045,363)
(32,612,716)
Common Stock – Outstanding
72,127,595
The accompanying notes are an integral part of these Consolidated
OF CASH FLOWS
Cash flows from operating activities:
$
436,395
$
446,748
Adjustments to reconcile net income to net cash provided
by operating activities:
190,840
129,946
23,000
2,233
2,385
Depreciation and amortization of premises and equipment
46,720
43,180
Net accretion of discounts and amortization of premiums and
deferred fees
(196,221)
(22,495)
Interest capitalized on loans subject to the temporary payment
moratorium or loss mitigation alternatives
(5,933)
(7,956)
Share-based compensation
17,853
15,079
Fair value adjustments on mortgage servicing rights
10,280
11,135
Adjustments to indemnity reserves on loans sold
(783)
Earnings from investments under the equity method, net
of dividends or distributions
(12,723)
(17,387)
Deferred income tax expense (benefit)
19,247
(13,539)
(Gain) loss on:
Disposition of premises and equipment and other productive
assets
(7,651)
(9,744)
Proceeds from insurance claims
(145)
Sale of loans, including valuation adjustments on loans
held-for-sale and mortgage banking activities
(396)
Sale of foreclosed assets, including write-downs
(13,590)
(18,137)
Acquisitions of loans held-for-sale
(5,810)
(6,678)
Proceeds from sale of loans held-for-sale
28,697
35,286
Net originations on loans held-for-sale
(31,284)
(60,285)
Net decrease (increase) in:
Trading debt securities
10,445
29,415
(7,337)
(7,481)
Accrued income receivable
6,032
(17,638)
15,425
(981)
Net (decrease) increase in:
Interest payable
(4,785)
8,009
Pension and other postretirement benefits obligation
5,937
11,985
(28,352)
(100,887)
Total adjustments
38,844
26,275
Net cash provided by operating activities
475,239
473,023
Cash flows from investing activities:
Net decrease (increase) in money market investments
469,042
(775,597)
Purchases of investment securities:
Available-for-sale
(24,469,345)
(12,665,449)
Held-to-maturity
(8,615)
Equity
(2,370)
(18,279)
Proceeds from calls, paydowns, maturities and redemptions
of investment securities:
Available-for-sale
24,670,995
13,138,765
Held-to-maturity
508,511
308,129
Proceeds from sale of investment securities:
Equity
5,242
30,926
Net disbursements on loans
(833,899)
(1,609,387)
Proceeds from sale of loans
18,266
133,078
Acquisition of loan portfolios
(510,556)
(556,659)
Return of capital from equity method investments
Payments to acquire equity method investments
(1,250)
(1,500)
Acquisition of premises and equipment and other productive
assets
(153,085)
(133,598)
Proceeds from insurance claims
Proceeds from sale of:
Premises and equipment and other productive assets
5,570
6,620
Foreclosed assets
82,986
84,446
Net cash used in investing activities
(209,614)
(2,066,726)
Cash flows from financing activities:
Net increase (decrease) in:
46,924
2,085,956
(36,024)
(55,538)
Other short-term borrowings
(365,000)
Payments of notes payable
(69,570)
(321,000)
Principal payments of finance leases
(2,717)
(3,557)
Proceeds from issuances of notes payable
437,411
Proceeds from issuances of common stock
5,271
4,716
Dividends paid
(135,495)
(119,715)
Net payments for repurchase of common stock
(59,556)
(414)
Payments related to tax withholding for share-based compensation
(6,367)
(4,077)
Net cash (used in) provided by financing activities
(257,534)
1,658,782
Net increase in cash and due from banks, and restricted
cash
8,091
65,079
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
$
435,666
$
541,238
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 -
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 U.S.
and British Virgin
Islands. In Puerto
Rico, the Corporation
provides retail, mortgage,
and
commercial banking services,
through its principal
banking subsidiary,
Banco Popular de
Puerto Rico (“BPPR”),
as well as
broker-
dealer,
auto and
and financing,
and insurance
services through
specialized subsidiaries.
In the
U.S. mainland,
the
Corporation provides
retail, mortgage,
commercial banking
services, as
well as
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 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
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.
these
should
be
read
in
conjunction
with
the
audited
Statements of
for the
year ended
2023,
included in
the 2023
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 the
included $
22.9
expenses, of
which $
16.5
million
was
reflected in income
tax expense and
$
6.4
million was 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)
in
Puerto
Rico,
a
foreign
corporation
for
U.S.
tax
purposes.
The
corrected
errors
for
income
tax
expense
that
should
have
been
of
$
5.5
million
and
$
5.4
million
in
the
years
and
2022,
and
an
of
$
5.6
in
the
years
prior
to
The
$
6.4
million
as
other
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
- 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
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
revenues
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
Update
("ASU")
2023-02
in
March
2023,
which
amends
("ASC")
Topic
by
permitting the election to apply the
proportional amortization method to account
for
tax
equity
that
generate
income
tax
credits
through
in
low-income-housing
tax
credit
(LIHTC)
structures
and
other
tax
credit
programs
if
certain
are
met.
The
ASU
also
eliminates
the
application
of
the
ASC
Subtopic 323-740 to LIHTC investments not
accounted
for
using
the
proportional
method
and
instead
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
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 2024-03,
Income Statement—
Reporting Comprehensive
Income—Expense
Disaggregation
Disclosures (Subtopic
220-40): Disaggregation of
Income Statement
Expenses
The
FASB
issued
ASU
2024-03
in
2024,
which
public
to
disclose
about
specific
expense
categories
in
the
notes to
financial statements
at interim
and
annual
periods
to
improve
financial transparency.
January 1, 2027
For interim periods
within fiscal years
beginning after
January 1, 2028
any
impact
that
the
of
this
will
have
on
its
and
and
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
Codification.
The
ASU
intends
to
simplify
the
and
distinguish
between
nonauthoritative
and authoritative guidance.
be
by
the
of
this
ASU
since it does
not provide for accounting
changes
or
new
or
requirements.
The
ASU
eliminated
references
within
the
to
the
concept
statements,
which
is
considered non-authoritative guidance.
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.
be
by
the
of
this
ASU
since the performance
share awards of
the
continue
to
meet
the
requirements of ASC 718-10-15-3.
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
at
fair
value
in
the
statement
of
each
period
with
changes
from
remeasurement
being
in
net
income.
The
ASU
also
enhanced
for
both
annual
and
interim
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 does not hold crypto-assets.
Accounting Standards Updates Not Yet Adopted
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 interim periods
within fiscal years
beginning after
any
impact
that
the
of
this
will
have
on
its
and
and
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
or
requirements
of
various
subtopics
in
the
with
the
purpose
of
aligning
U.S.
GAAP
requirements
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.
be
by
the
of
this
ASU
since
it
is
subject
to
SEC's
current
and
requirements under Regulation S-X and
S-K.
FASB ASU 2023-05,
Business Combinations -
Joint Venture Formations
(Subtopic 805-60) -
Recognition and initial
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.
be
by
the
of
this
ASU
but it
will consider this
guidance for the
initial
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.
Average reserve
balances in BPPR
amounted to $
2.1
billion at
$
2.7
billion). Cash and
due from banks,
as well
as other highly
liquid securities, are
used to cover
these required average
reserve
At
30,
2024,
the
held
$
million
in
assets
in
the
form
of
funds
deposited
in
money
market
accounts, debt
securities available for
sale and
equity securities (December
- $
The restricted
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
tables
present
the
amortized
cost,
gross
gains
and
losses,
fair
value,
weighted
average
yield
and
contractual maturities of debt securities available-for-sale
at September 30, 2024 and December 31,
Gross
Gross
Fair
average
cost
gains
losses
value
yield
$
8,914,560
$
1,555
$
45,154
$
8,870,961
3.77
%
2,715,749
3,393
65,673
2,653,469
2.35
11,630,309
4,948
110,827
11,524,430
3.44
12,176
11,783
1.54
16,512
15,749
2.25
107,656
7,038
101,021
2.76
mortgage obligations - federal agencies
136,344
8,194
128,553
2.59
Mortgage-backed securities - federal agencies
1,393
1,379
1.69
74,263
1,993
72,281
2.39
781,628
33,408
748,464
2.36
5,603,282
1,480
895,746
4,709,016
1.67
securities - federal agencies
6,460,566
1,735
931,161
5,531,140
1.76
Other
4.00
1,500
1,500
8.50
Total other
2,000
2,000
7.38
[1]
$
18,229,219
$
7,086
$
1,050,182
$
2.84
%
[1]
12.9
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 $
12.1
billion serve as collateral for
public funds.
The Corporation had unpledged Available
for Sale securities with a fair value of
$
4.2
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.
Securities
not
due
on
a
single
date,
such
as
and
obligations,
are
based
on
the
period
of
final
maturity.
The
of
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 September 30, 2024, the Corporation did
not intend to sell or believed
it was more likely than not
that it would be required to
sell
available-for-sale. There were
no
available-for-sale sold during
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
September 30, 2024 and December 31, 2023.
Less than 12 months
12 months or more
Total
Gross
Gross
Gross
Fair
Fair
Fair
value
losses
value
losses
value
losses
$
651,502
$
2,369
$
4,457,595
$
108,458
$
5,109,097
$
110,827
1,909
109,743
8,192
111,652
8,194
27,420
5,428,612
930,592
5,456,032
931,161
available-for-sale in an unrealized loss position
$
680,831
$
2,940
$
9,995,950
$
1,047,242
$
10,676,781
$
1,050,182
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
30,
2024,
the
of
debt
gross
losses
of
$
1.1
billion
(December 31,
2023 -
$
1.4
billion), driven
mainly by
mortgage-backed securities,
which have
been impacted
by a
decline in
fair
value as a result of the rising interest rate
environment.
The portfolio of available-for-sale debt securities is comprised mainly of U.S
Treasuries
and obligations
U.S. Government,
its agencies
or government
including Federal
National
Association
(“FNMA”),
Federal
Home
Loan
(“FHLMC”)
and
National
Association (“GNMA”). As
Note 2
of the
2023 Form
10-K, these securities
carry an
explicit or
implicit guarantee from
the
U.S.
Government,
are
highly
rated
by
major
rating
agencies,
and
have
a
long
history
of
no
credit
losses.
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 maturities
of debt
securities held-to-maturity
Value
Gross
Gross
Book
[1]
for Credit
Net of
Fair
average
cost
Value
Losses
gains
losses
value
yield
$
599,518
$
599,518
$
$
599,518
$
$
4,538
$
594,980
2.70
%
7,725,178
7,200,448
7,200,448
62,265
2,958
7,259,755
1.31
8,324,696
62,265
7,496
1.41
Obligations of Puerto Rico, States and
2,440
2,440
2,433
2,435
6.39
16,474
16,474
16,390
16,369
3.69
5.81
38,276
38,276
5,317
32,959
3,561
2,144
34,376
1.42
Total obligations of
Puerto Rico, States and
57,845
57,845
5,430
52,415
3,649
2,229
53,835
2.33
1,523
1,523
1,523
1,398
2.87
mortgage obligations -
federal agencies
1,523
1,523
1,523
1,398
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]
$
8,390,024
$
7,865,294
$
5,430
$
$
65,914
$
9,850
$
1.42
%
[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]
7.8
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 $
.0 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
maturities of
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
Note
of
2023 Form
10-K,
U.S. Treasury
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.
At
2023, the
“Obligations of
Puerto Rico,
States and
political subdivisions”
held-to-maturity,
includes securities
issued by
municipalities of
generally not
rated by
a credit
rating agency.
This includes
$
general and
special obligation
bonds issued
by three
municipalities of
Puerto Rico,
payable
primarily from certain property
taxes imposed by the
issuing municipality (December 31,
million). 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
associated with
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
$
1,555
$
2,255
Pass
11,060
16,565
Total
$
12,615
$
18,820
the portfolio
of “Obligations
of Puerto
Rico, States
and political
subdivisions” also
includes $
issued
by
the
Puerto
Rico
Housing
Finance
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
31, 2023 -
$
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
borrowers. As
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
consider
the
when
estimating
the
credit
losses
associated with this portfolio.
A
deterioration of
or
of
the fiscal
health of
the
Government of
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
for additional
exposure to
Rico Government.
2024 and December 31,
2023, the portfolio of
“Obligations of Puerto Rico,
States and political subdivisions”
also
$
million
in securities
issued
by the
HFA
for
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 September 30, 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
for the quarters and nine months ended
September 30, 2024 and September 30, 2023:
For the quarters ended September 30,
Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
$
6,251
$
6,145
(821)
(88)
Securities charged-off
$
5,430
$
6,057
For the nine months ended September 30,
Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
$
5,780
$
6,911
(350)
(854)
Securities charged-off
$
5,430
$
6,057
The
for
credit
losses
for
the
Obligations
of
Puerto
Rico,
States
and
political
$
0.1
million
for
securities issued by municipalities of
Puerto Rico, and $
5.3
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 related
to
loans, interest
recognition and
allowance for
credit
losses
refer to
Note
–
Summary of Significant Accounting Policies of the 2023
Form 10-K.
quarter and
recorded purchases
(including repurchases)
of
loans
to
$
million
and
$
30,
$
million
and
$
respectively). The
Corporation did
no
t purchase
consumer loans
quarter and
(during the quarter and nine months ended September 30, 2023 - $
million, respectively). During the quarter and
purchased $
$
million commercial
loans, respectively
(September 30, 2023 - $
The Corporation performed whole-loan sales involving approximately $
million of residential mortgage loans during
the
quarter
and
nine
months
ended
30,
2024,
30,
$
million
and
$
respectively). During the
nine months ended
September 30, 2024,
the Corporation performed
sales of commercial
loans, including
loan participations
$
million. The
Corporation did
no
t perform
sales of
commercial loans
September 30, 2024 (during the quarter and nine
months ended September 30, 2023 - $
During the quarter and nine months ended September 30, 2024, the Corporation
securitized approximately $
of
loans
into
GNMA
30,
$
million
and
$
respectively), and $
million, respectively, of
mortgage loans into FNMA mortgage-backed securities (September 30,
Delinquency status
The following tables present the
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
September 30, 2024 and December 31, 2023.
BPPR
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
1,866
$
$
$
1,953
$
303,581
$
305,534
$
$
7,493
7,837
3,140,418
3,148,255
7,493
1,544
1,681
26,600
29,825
1,374,025
1,403,850
26,600
19,074
6,694
23,819
49,587
5,126,538
5,176,125
19,639
4,180
190,343
190,343
246,220
122,592
359,986
728,798
5,966,619
6,695,417
157,920
202,066
Leasing
19,840
4,661
7,367
31,868
1,855,184
7,367
16,210
11,415
27,214
54,839
1,132,050
27,214
2,131
2,131
21,726
13,153
21,007
55,886
1,698,195
1,754,081
20,992
Auto
104,363
26,090
47,828
178,281
3,640,326
47,828
Other
1,188
2,415
154,775
157,190
Total
$
431,740
$
186,960
$
522,589
$
1,141,289
$
24,584,185
$
25,725,474
$
288,815
$
233,774
30-59
60-89
90 days
Total
days
days
or more
Current
loans
loans
$
1,060
$
$
8,700
$
9,760
$
2,090,008
$
2,099,768
$
8,700
$
10,330
3,013
2,282
15,625
2,021,501
2,037,126
2,282
1,825
22,248
24,323
1,664,220
1,688,543
22,248
11,478
2,312
5,443
19,233
2,205,195
2,224,428
5,246
34,349
34,349
888,615
922,964
3,640
28,434
32,973
1,264,958
1,297,931
28,434
Home equity lines of
credit
3,834
4,892
62,668
67,560
3,834
1,696
2,015
1,837
5,548
113,546
119,094
1,837
Other
11,555
12,075
Total
$
25,797
$
48,646
$
72,780
$
147,223
$
10,322,270
$
10,469,493
$
72,583
$
30-59
60-89
90 days
Total
days
days
or more
Current
[2] [3]
loans
loans
$
2,926
$
$
8,787
$
11,713
$
2,393,589
$
$
8,787
$
10,500
3,187
9,775
23,462
5,161,919
9,775
1,794
3,506
48,848
54,148
3,038,245
48,848
30,552
9,006
29,262
68,820
7,331,733
24,885
4,377
34,349
34,349
1,078,958
[1]
247,119
126,232
388,420
761,771
7,231,577
186,354
202,066
Leasing
19,840
4,661
7,367
31,868
1,855,184
7,367
16,210
11,415
27,214
54,839
1,132,054
27,214
3,834
4,892
64,799
69,691
3,834
23,422
15,168
22,844
61,434
1,811,741
22,829
Auto
104,363
26,090
47,828
178,281
3,640,326
47,828
Other
1,008
1,190
2,935
166,330
169,265
Total
$
457,537
$
235,606
$
595,369
$
1,288,512
$
34,906,455
$
$
361,398
$
233,971
[1]
At September 30, 2024, mortgage loans held-in-portfolio
include $
2.5
billion of loans that carry certain guarantees from
the FHA or the VA, for
which the Corporation’s policy is to exclude them
from non-performing status, of which $
202.2
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 September
30,
- The Corporation has approximately $
million in reverse mortgage loans in Puerto Rico
which are guaranteed by FHA, but which are
currently not accruing interest at September 30, 2024.
[2]
Loans held-in-portfolio are net of $
million in unearned income and exclude $
million in loans held-for-sale.
[3]
14.7
billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or repledge
the collateral,
7.3
billion were pledged at the Federal Home Loan Bank
("FHLB") as collateral for borrowings and $
7.4
billion at the Federal Reserve
Bank ("FRB") for discount window borrowings. As of September
30, 2024, the Corporation had an available borrowing
facility with the FHLB and
the discount window of Federal Reserve Bank of New York
of $
.0 billion and $
5.8
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]
At December 31, 2023, mortgage loans held-in-portfolio
include $
2.2
billion of loans that carry certain guarantees from
the FHA or the VA, for
which the Corporation’s policy is to exclude them
from non-performing status, of which $
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 December
31,
- The Corporation has approximately $
million in reverse mortgage loans in Puerto Rico
which are guaranteed by FHA, but which are
currently not accruing interest at December 31, 2023.
[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,
7.0
billion were pledged at the FHLB as collateral for borrowings
and $
7.2
billion at the 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 FRB 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.
Loans with
a delinquency
status of
90 days
as of
2024 include
$
loans previously
pooled into
GNMA securities (December 31, 2023 -
$
million). 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
serviced
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 September 30, 2024
and December 31, 2023 by
class of loans:
BPPR
with no
with
with no
with
with no
with
$
$
$
8,700
$
$
8,700
$
3,514
3,979
1,332
4,846
4,929
17,870
8,730
22,248
40,118
8,730
9,020
10,619
5,246
9,020
15,865
68,248
89,672
28,228
68,454
117,900
Leasing
6,922
6,922
HELOCs
3,834
3,834
3,649
17,343
1,837
3,649
19,180
Auto
2,077
45,751
2,077
45,751
Other
Total
$
104,823
$
183,992
$
32,486
$
40,097
$
137,309
$
224,089
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 September 30, 2024 include $
million in collateral dependent loans (December
31,
2023 -
$
$
on non-accrual
loans during
months
ended September 30, 2024 (September 30, 2023
- $
The following tables present the amortized cost basis
of collateral-dependent loans, for which the ACL was measured
based on the
of the
collateral less
cost to
sell, by
class of
loans and
type of
collateral as
of September
31,
2023:
Real Estate
Auto
Equipment
Other
Total
BPPR
$
1,293
$
$
$
$
1,293
168,887
168,887
23,683
23,683
3,304
12,177
15,481
75,374
75,374
Leasing
1,367
1,368
3,961
3,961
Auto
15,173
15,173
Other
$
277,270
$
16,540
$
$
12,213
$
306,024
$
19,270
$
$
$
$
19,270
1,332
1,332
22,248
22,248
1,529
1,529
$
44,379
$
$
$
$
44,414
$
20,563
$
$
$
$
20,563
170,219
170,219
45,931
45,931
3,304
12,177
15,516
76,903
76,903
Leasing
1,367
1,368
3,961
3,961
Auto
15,173
15,173
Other
Inc.
$
321,649
$
16,540
$
$
12,213
$
350,438
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 and nine months ended September 30,
2024 and 2023, 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:
For the quarter ended
For the nine months
Purchase price of loans at acquisition
$
$
Allowance for credit losses at acquisition
Par value of acquired loans at acquisition
$
$
For the quarter ended
For the nine months
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.
At
30,
2024,
the
the
ACL
by
weighting
the
outputs
of
optimistic,
baseline,
and
scenarios. Among
the three
scenarios used
to estimate
the ACL,
the baseline
is assigned
the highest
probability,
followed by
the
scenario
given
the
uncertainties
in
the
outlook
and
downside
risk.
The
weightings
applied
are
subject
to
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
framework.
These
include
the
reasonable
and
supportable
period
as
well
as
the
reversion window.
The following tables
present the changes in
the ACL of
loans held-in-portfolio and
unfunded commitments for the
quarter and nine
months ended September 30, 2024 and 2023.
BPPR
Ending
Balance
Balances
$
3,303
$
(417)
$
$
$
$
2,886
53,386
3,344
(69)
56,720
39,375
(2,418)
(2)
1,556
38,511
111,263
16,597
(6,190)
1,461
123,131
207,327
17,106
(6,261)
3,076
221,248
3,638
(970)
1,036
3,704
73,900
(5,221)
(208)
4,102
72,576
Leasing
14,385
3,725
(3,630)
1,374
15,854
86,313
21,238
(17,503)
2,646
92,694
(90)
(82)
94,021
20,232
(24,712)
2,526
92,067
Auto
157,449
20,765
(23,011)
6,110
161,313
Other
6,489
(728)
6,649
344,355
62,507
(66,036)
11,966
352,792
$
643,605
$
77,147
$
$
(76,135)
$
21,554
$
666,174
$
5,540
$
$
$
$
$
6,356
2,095
2,468
$
7,635
$
1,189
$
$
$
$
8,824
[1] Allowance for credit losses of unfunded commitments
is presented as part of Other Liabilities in the Consolidated
Ending
Balance
Balance
$
7,877
$
(1,126)
$
$
$
6,756
10,849
(54)
10,910
18,815
(4,430)
14,404
15,219
(1,617)
(613)
13,230
52,760
(7,120)
(667)
45,300
9,251
9,510
9,389
(361)
9,074
1,643
(4)
1,785
13,427
2,799
(4,442)
12,475
Other
(28)
15,072
2,844
(4,474)
14,262
$
86,472
$
(4,378)
$
(5,141)
$
1,193
$
78,146
$
2,850
$
(1,080)
$
$
$
1,770
8,399
(609)
7,790
$
11,249
$
(1,689)
$
$
$
9,560
[1]
Ending
Balance
Balance
$
11,180
$
(1,543)
$
$
$
$
9,642
64,235
3,397
(123)
67,630
58,190
(6,848)
(2)
1,575
52,915
126,482
14,980
(6,803)
1,702
136,361
260,087
9,986
(6,928)
3,403
266,548
12,889
(711)
1,036
13,214
83,289
(5,582)
(208)
4,148
81,650
Leasing
14,385
3,725
(3,630)
1,374
15,854
86,313
21,238
(17,503)
2,646
92,694
1,726
(68)
(86)
1,854
107,448
23,031
(29,154)
3,217
104,542
Auto
157,449
20,765
(23,011)
6,110
161,313
Other
6,491
(756)
6,651
359,427
65,351
(70,510)
12,786
367,054
$
730,077
$
72,769
$
$
(81,276)
$
22,747
$
744,320
$
8,390
$
(264)
$
$
$
$
8,126
10,494
(236)
10,258
$
18,884
$
(500)
$
$
$
$
18,384
[1]
BPPR
Ending
Balance
Charge-off
Balance
$
3,614
$
(729)
$
$
$
$
2,886
53,754
2,607
(69)
56,720
40,637
(2,567)
(2,787)
3,228
38,511
107,577
31,413
(20,931)
5,072
123,131
205,582
30,724
(23,787)
8,729
221,248
5,294
(2,626)
1,036
3,704
72,440
(11,959)
(999)
13,068
72,576
Leasing
9,708
14,787
(12,321)
3,680
15,854
80,487
54,734
(50,318)
7,791
92,694
(373)
101,181
55,987
(72,354)
7,253
92,067
Auto
157,931
44,386
(59,787)
18,783
161,313
Other
7,132
(2,072)
6,649
346,834
155,814
(184,904)
35,048
352,792
$
639,858
$
186,740
$
$
(222,011)
$
61,561
$
666,174
$
5,062
$
1,294
$
$
$
$
6,356
1,618
2,468
$
6,680
$
2,144
$
$
$
$
8,824
[1]
Ending
Balance
Balance
$
10,126
$
(2,939)
$
(441)
$
$
6,756
11,699
(903)
(54)
10,910
16,227
(1,925)
14,404
14,779
(2,372)
13,230
52,831
(5,548)
(2,867)
45,300
7,392
2,018
9,510
10,774
(1,788)
(18)
9,074
1,875
(741)
(25)
1,785
16,609
8,585
(14,750)
2,031
12,475
Other
(77)
18,486
7,890
(14,852)
2,738
14,262
$
89,483
$
2,572
$
(17,737)
$
3,828
$
78,146
$
1,851
$
(81)
$
$
$
1,770
8,446
(656)
7,790
(29)
$
10,326
$
(766)
$
$
$
9,560
[1]
Ending
Balance
Balance
$
13,740
$
(3,668)
$
$
(441)
$
$
9,642
65,453
1,704
(123)
67,630
56,864
(4,492)
(2,787)
3,330
52,915
122,356
31,632
(23,303)
5,676
136,361
258,413
25,176
(26,654)
9,613
266,548
12,686
(608)
1,136
13,214
83,214
(13,747)
(1,017)
13,174
81,650
Leasing
9,708
14,787
(12,321)
3,680
15,854
80,487
54,734
(50,318)
7,791
92,694
1,978
(706)
(398)
1,854
117,790
64,572
(87,104)
9,284
104,542
Auto
157,931
44,386
(59,787)
18,783
161,313
Other
7,134
(2,149)
6,651
365,320
163,704
(199,756)
37,786
367,054
$
729,341
$
189,312
$
$
(239,748)
$
65,389
$
744,320
$
6,913
$
1,213
$
$
$
$
8,126
10,064
10,258
(29)
$
17,006
$
1,378
$
$
$
$
18,384
[1]
BPPR
Ending
Balance
Balance
$
4,787
$
(1,306)
$
$
$
$
3,481
53,366
(326)
(27)
53,208
41,901
(242)
(446)
41,493
81,637
(4,605)
(2,311)
12,858
87,579
181,691
(6,479)
(2,784)
13,333
185,761
9,554
(1,486)
(2,611)
5,457
82,899
(6,808)
(62)
3,862
79,900
Leasing
13,927
(2,287)
(2,292)
10,198
71,408
9,773
(10,865)
2,234
72,550
(39)
(43)
96,046
28,964
(19,260)
1,957
107,707
Auto
134,247
30,880
(14,553)
4,862
155,436
Other
6,240
1,499
(494)
7,438
308,037
71,077
(45,215)
9,319
343,218
$
596,108
$
54,017
$
$
(52,964)
$
27,364
$
624,534
$
5,288
$
(400)
$
$
$
$
4,888
3,110
(1,768)
1,342
$
8,398
$
(2,168)
$
$
$
$
6,230
[1]
Ending
Balance
Balance
$
21,392
$
(9,651)
$
$
$
11,742
18,350
(4,475)
13,941
9,506
(1,688)
(1,218)
6,616
18,014
(1,109)
(1,228)
16,006
67,262
(16,923)
(2,446)
48,305
1,778
3,736
5,514
13,194
(1,252)
12,004
2,074
(224)
2,300
19,782
3,659
(5,636)
18,409
Other
(43)
21,858
3,936
(5,903)
20,711
$
104,092
$
(10,503)
$
(8,349)
$
1,294
$
86,534
$
1,348
$
$
$
$
1,545
1,797
3,658
5,455
$
3,195
$
3,859
$
$
$
7,054
[1]
Ending
Balance
Balance
$
26,179
$
(10,957)
$
$
$
$
15,223
71,716
(4,801)
(27)
67,149
51,407
(1,930)
(1,664)
48,109
99,651
(5,714)
(3,539)
13,187
103,585
248,953
(23,402)
(5,230)
13,745
234,066
11,332
2,250
(2,611)
10,971
96,093
(8,060)
(62)
3,924
91,904
Leasing
13,927
(2,287)
(2,292)
10,198
71,408
9,773
(10,865)
2,234
72,550
2,170
(267)
2,387
115,828
32,623
(24,896)
2,561
126,116
Auto
134,247
30,880
(14,553)
4,862
155,436
Other
6,242
1,538
(537)
7,440
329,895
75,013
(51,118)
10,139
363,929
$
700,200
$
43,514
$
$
(61,313)
$
28,658
$
711,068
$
6,636
$
(203)
$
$
$
$
6,433
4,907
1,890
6,797
$
11,593
$
1,691
$
$
$
$
13,284
[1]
BPPR
Impact of
Adopting
Net write
Ending
Balance
down
Balance
$
5,210
$
$
(1,730)
$
$
$
$
$
3,481
52,475
(636)
53,208
48,393
(1,161)
(7,409)
(525)
2,195
41,493
68,217
(552)
8,378
(4,979)
16,515
87,579
174,295
(1,713)
(6,140)
19,220
185,761
2,978
5,090
(2,611)
5,457
117,344
(33,556)
(15,113)
(1,205)
12,343
79,900
Leasing
20,618
(35)
(7,023)
(6,249)
2,887
10,198
58,670
35,901
(27,998)
6,578
(601)
72,550
(107)
(111)
96,369
(7,020)
60,347
(49,441)
7,452
107,707
Auto
129,735
(21)
45,108
(34,770)
15,384
155,436
Other
15,433
3,297
(11,855)
7,438
300,310
(7,041)
144,546
(124,175)
30,179
(601)
343,218
$
615,545
$
(42,345)
$
127,599
$
$
(140,380)
$
64,629
$
(601)
$
624,534
$
4,336
$
$
$
$
$
$
$
4,888
2,022
(680)
1,342
$
6,358
$
$
(128)
$
$
$
$
$
6,230
[1]
Impact of
Adopting
Ending
Balance
Balance
$
21,101
$
$
(9,363)
$
$
$
11,742
19,065
(7,108)
1,984
13,941
8,688
(738)
(1,395)
6,616
12,227
5,943
(3,808)
1,644
16,006
61,081
(11,266)
(5,203)
3,693
48,305
1,268
4,246
5,514
17,910
(2,098)
(3,993)
12,004
(1)
2,439
(419)
(419)
2,300
22,057
(1,140)
10,019
(14,093)
1,566
18,409
Other
(143)
24,498
(1,140)
9,735
(14,656)
2,274
20,711
$
104,757
$
(3,238)
$
(1,278)
$
(19,859)
$
6,152
$
86,534
$
1,175
$
$
$
$
$
1,545
1,184
4,271
5,455
(34)
$
2,447
$
$
4,607
$
$
$
7,054
[1]
Impact
for
of adopting
Net write
Ending
Balance
down
Balance
$
26,311
$
$
(11,093)
$
$
$
$
$
15,223
71,540
(6,248)
(636)
2,493
67,149
57,081
(1,161)
(8,147)
(1,920)
2,256
48,109
80,444
(552)
14,321
(8,787)
18,159
103,585
235,376
(1,713)
(11,167)
(11,343)
22,913
234,066
4,246
9,336
(2,611)
10,971
135,254
(35,654)
(19,106)
(1,205)
12,528
91,904
Leasing
20,618
(35)
(7,023)
(6,249)
2,887
10,198
58,670
35,902
(27,999)
6,578
(601)
72,550
2,542
(526)
(530)
2,387
118,426
(8,160)
70,366
(63,534)
9,018
126,116
Auto
129,735
(21)
45,108
(34,770)
15,384
155,436
Other
15,435
3,431
(11,998)
7,440
324,808
(8,181)
154,281
(138,831)
32,453
(601)
363,929
$
720,302
$
(45,583)
$
126,321
$
$
(160,239)
$
70,781
$
(601)
$
711,068
$
5,511
$
$
$
$
$
$
$
6,433
3,206
3,591
6,797
(34)
$
8,805
$
$
4,479
$
$
$
$
$
13,284
[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
modified during
2023 amounted
to $
65.0
$
17.0
million, 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 and nine months
and September
Loans modified
to borrowers
under financial
difficulties that
were fully
paid
down, charged-off or foreclosed upon by period end
are not reported.
Difficulty for the quarter ended September 30,
BPPR
$
0.01
%
$
%
$
%
0.01
%
%
0.01
%
0.02
%
%
0.02
%
0.05
%
%
0.04
%
Total
$
1,883
0.01
%
$
%
$
1,883
0.01
%
BPPR
$
%
$
10,570
0.50
%
$
10,570
0.44
%
13,108
0.42
%
%
13,108
0.25
%
0.05
%
%
0.02
%
20,966
0.41
%
%
20,966
0.28
%
0.40
%
%
0.07
%
11,850
0.18
%
0.03
%
12,279
0.15
%
0.01
%
%
0.01
%
Total
$
47,604
0.19
%
$
10,999
0.11
%
$
58,603
0.16
%
BPPR
$
%
$
%
$
%
4,993
0.36
%
%
4,993
0.16
%
71,867
1.39
%
%
71,867
0.97
%
%
%
%
Total
$
77,004
0.30
%
$
%
$
77,004
0.21
%
BPPR
$
0.01
%
$
%
$
0.01
%
%
%
%
4,728
0.07
%
%
4,728
0.06
%
2,569
0.15
%
0.05
%
2,634
0.14
%
Total
$
7,543
0.03
%
$
%
$
7,608
0.02
%
Combination -
Other-Than-Insignificant Payment Delays and Interest Rate
Reduction
$
%
$
%
$
%
0.07
%
%
0.07
%
Total
$
%
$
%
$
%
Difficulty for the nine months ended September
BPPR
$
0.01
%
$
%
$
0.01
%
2,756
0.05
%
%
2,756
0.04
%
%
%
%
0.06
%
%
0.06
%
1,873
0.11
%
%
1,873
0.10
%
Other
0.02
%
%
0.01
%
Total
$
5,591
0.02
%
$
%
$
5,591
0.02
%
BPPR
$
%
$
10,570
0.50
%
$
10,570
0.44
%
55,655
1.77
%
%
55,655
1.07
%
11,482
0.82
%
6,033
0.36
%
17,515
0.57
%
23,837
0.46
%
%
23,837
0.32
%
0.40
%
%
0.07
%
41,649
0.62
%
1,075
0.08
%
42,724
0.53
%
0.03
%
%
0.03
%
Auto
%
%
%
Total
$
133,981
0.52
%
$
17,678
0.17
%
$
151,659
0.42
%
BPPR
$
%
$
%
$
%
20,591
1.47
%
%
20,591
0.67
%
75,231
1.45
%
%
75,231
1.02
%
%
%
%
%
%
%
Total
$
96,093
0.37
%
$
%
$
96,093
0.27
%
BPPR
$
0.03
%
$
%
$
0.02
%
0.01
%
%
0.01
%
0.01
%
%
0.01
%
13,404
0.20
%
0.01
%
13,471
0.17
%
5,755
0.33
%
0.26
%
6,067
0.32
%
Total
$
20,865
0.08
%
$
%
$
21,244
0.06
%
$
%
$
%
$
%
1,335
0.11
%
%
1,335
0.11
%
Total
$
1,445
0.01
%
$
%
$
1,445
%
Difficulty for the quarter ended September 30,
BPPR
$
141,807
10.07
%
$
%
$
141,807
4.66
%
%
%
%
%
%
%
0.01
%
%
0.01
%
0.01
%
%
0.01
%
Total
$
142,327
0.60
%
$
%
$
142,327
0.42
%
BPPR
$
8,760
0.30
%
$
%
$
8,760
0.17
%
2,667
0.19
%
10,847
0.66
%
13,514
0.44
%
16,535
0.38
%
%
16,535
0.25
%
17,057
0.27
%
0.07
%
17,990
0.24
%
0.01
%
%
0.01
%
Total
$
45,141
0.19
%
$
11,780
0.11
%
$
56,921
0.17
%
BPPR
$
8,980
0.64
%
$
%
$
8,980
0.29
%
3,287
0.08
%
%
3,287
0.05
%
Total
$
12,267
0.05
%
$
%
$
12,267
0.04
%
BPPR
$
18,705
0.63
%
$
%
$
18,705
0.37
%
14,683
1.04
%
%
14,683
0.48
%
0.01
%
%
0.01
%
7,691
0.12
%
%
7,691
0.10
%
0.05
%
0.01
%
0.04
%
Total
$
42,452
0.18
%
$
%
$
42,463
0.12
%
Combination -
Other-Than-Insignificant Payment Delays and Interest Rate
Reduction
$
0.01
%
$
%
$
%
%
%
%
%
%
0.02
%
Total
$
%
$
%
$
%
Difficulty for the nine months ended September
BPPR
$
141,807
10.07
%
$
%
$
141,807
4.66
%
%
%
%
%
%
%
0.05
%
%
0.05
%
0.03
%
%
0.03
%
Other
%
%
%
Total
$
143,260
0.60
%
$
%
$
143,263
0.42
%
BPPR
$
33,059
1.12
%
$
%
$
33,059
0.66
%
4,293
0.30
%
26,509
1.62
%
30,802
1.01
%
38,713
0.89
%
%
38,713
0.59
%
2,169
1.27
%
5,309
0.71
%
7,478
0.81
%
41,916
0.67
%
5,423
0.42
%
47,339
0.62
%
0.01
%
0.07
%
0.02
%
Auto
%
%
%
Total
$
120,382
0.51
%
$
37,370
0.36
%
$
157,752
0.46
%
Principal Forgiveness
BPPR
$
%
$
%
$
%
Total
$
%
$
%
$
%
BPPR
$
1,736
0.06
%
$
%
$
1,736
0.03
%
12,833
0.91
%
13,556
0.83
%
26,389
0.87
%
4,653
0.11
%
0.04
%
5,481
0.08
%
%
%
%
Other
0.02
%
%
0.02
%
Total
$
19,390
0.08
%
$
14,384
0.14
%
$
33,774
0.10
%
BPPR
$
18,705
0.63
%
$
%
$
18,705
0.37
%
14,784
1.05
%
%
14,784
0.49
%
0.01
%
%
0.01
%
29,044
0.46
%
0.03
%
29,451
0.39
%
1,711
0.10
%
0.02
%
1,754
0.09
%
Auto
%
%
%
Total
$
64,885
0.27
%
$
%
$
65,335
0.19
%
$
0.01
%
$
$
%
%
%
0.05
%
0.05
%
Total
$
%
$
$
%
and Principal Forgiveness
$
0.01
%
$
$
0.01
%
Total
$
%
$
$
%
The following tables describe the financial effect of the
modifications made to borrowers experiencing
financial difficulties:
10.45
% to
6.62
%
25.76
% to
10.21
%.
5.87
% to
4.32
%.
21.46
% to
8.02
%.
19.47
% to
10.35
%.
Other than insignificant payment delays
10.1
% to
8.3
%.
10.6
% to
6.5
%.
20.6
% to
9.6
%.
6.1
% to
4.4
%.
20.9
% to
6.5
%.
19.1
% to
.0%.
Other
.0% to
%.
Auto
.0% to
7.2
%.
8.4
% to
6.6
%.
12.5
% to
7.6
%.
5.7
% to
4.2
%.
19.6
% to
3.6
%.
.0% to
9.1
%.
.0% to
7.2
%.
8.4
% to
6.6
%.
.0% to
7.7
%.
5.7
% to
4.2
%.
.0% to
4.3
%.
.0% to
9.7
%.
Auto
12.64
% to
12.62
%.
Other
.0% to
.0%.
Auto
Principal forgiveness
Reduced the amortized cost basis of the loans by $
0.1
Other
The
tables
present,
by
class,
the
of
loans
that
have
been
during
the
twelve
months
preceding
September 30, 2024. The
past due 90 days or
more categories includes all loans modified
classified 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 nine 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
$
$
$
$
$
$
$
$
2,798
2,798
55,766
58,564
2,798
2,232
2,324
36,355
38,679
2,143
12,359
4,817
17,202
86,203
103,405
4,721
5,649
4,359
24,206
34,214
40,358
74,572
6,609
17,597
1,715
2,284
1,914
2,251
6,854
9,105
1,704
Auto
Other
Total
$
18,615
$
4,517
$
36,347
$
59,479
$
228,092
$
287,571
$
7,201
$
29,146
due
Current
Total
Default
Without
$
$
$
$
$
10,570
10,570
$
$
39,855
39,855
1,202
Total
$
$
$
$
$
51,048
$
51,957
$
$
due
Current
Total
Default
Without
$
$
$
$
$
10,570
$
10,633
$
$
2,798
2,798
55,766
58,564
2,798
2,232
2,324
76,210
78,534
2,143
12,359
4,817
17,202
86,203
103,405
4,721
5,649
4,359
25,001
35,009
40,765
75,774
6,609
18,392
1,715
2,284
1,999
2,365
7,070
9,435
1,789
Auto
Other
Total
$
18,644
$
4,517
$
37,227
$
60,388
$
279,140
$
339,528
$
7,201
$
30,026
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
The following tables present, by class, the
performance of loans that have been modified
during the nine months ended September
BPPR
due
Current
Total
Default
Without
$
$
$
$
$
53,560
$
53,682
$
$
2,488
2,488
171,442
173,930
2,488
1,735
1,735
42,441
44,176
1,006
2,169
2,169
4,913
2,572
22,291
29,776
41,623
71,399
4,196
18,095
1,152
1,830
2,447
Auto
Other
Total
$
5,078
$
2,678
$
27,358
$
35,114
$
313,938
$
349,052
$
5,049
$
22,309
due
Current
Total
Default
Without
$
$
$
$
$
40,065
$
40,065
$
$
5,309
5,309
5,496
5,830
Total
$
$
$
$
$
51,744
$
52,207
$
$
due
Current
Total
Default
Without
$
$
$
$
$
53,560
$
53,682
$
$
2,488
2,488
211,507
213,995
2,488
1,735
1,735
43,269
45,004
1,006
7,478
7,478
4,913
2,572
22,625
30,110
47,119
77,229
4,299
18,326
1,152
1,876
2,622
Auto
Other
Total
$
5,078
$
2,678
$
27,821
$
35,577
$
365,682
$
401,259
$
5,152
$
22,669
to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or
Payment
default
is
defined
as
a
restructured
loan
becoming
days
past
due
after
being
modified,
foreclosed
or
charged-off,
whichever occurs first.
2024, the outstanding
balance of loans
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, respectively. The amount was not considered material for the quarter and
nine months ended September 30, 2023.
For the
2024, extension
of maturity
and the
reduction and
extension of
to
$
million
and
$
of
the
balance
of
loans
for
under
difficulties
that
were subject
to
payment default
year
preceding the
default date.
For the
ended
2024, interest
rate reduction,
extension of maturity
and the
reduction and
extension of
maturity amounted to $
million, respectively of the
outstanding balance 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 September
30, 2024 and
and the gross
write-offs recorded 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
$
45,745
$
37,386
$
136,798
$
21,021
$
20,224
$
28,713
$
$
$
289,887
Watch
5,796
5,796
4,665
5,211
4,640
4,640
$
45,745
$
37,386
$
137,344
$
21,021
$
20,224
$
43,814
$
$
$
305,534
Pass
$
319,714
$
315,434
$
821,480
$
551,468
$
340,485
$
542,362
$
6,213
$
$
2,897,156
Watch
2,118
1,061
5,015
29,165
56,824
94,183
41,558
7,153
24,424
65,985
139,120
1,006
2,028
14,477
17,796
$
319,714
$
360,116
$
829,805
$
581,081
$
371,678
$
679,648
$
6,213
$
$
3,148,255
$
$
$
$
$
$
$
$
$
Pass
$
89,427
$
95,335
$
149,373
$
217,165
$
47,671
$
334,396
$
5,904
$
$
939,271
Watch
2,032
41,922
9,003
4,559
83,693
142,057
1,232
19,778
20,381
20,676
1,350
64,304
1,149
20,644
4,714
141,549
76,725
12,932
258,180
$
90,739
$
99,748
$
231,717
$
251,263
$
194,666
$
515,528
$
20,189
$
$
1,403,850
$
$
$
$
$
$
2,787
$
$
$
2,787
Pass
$
628,977
$
923,130
$
609,454
$
322,189
$
216,674
$
324,173
$
1,239,993
$
$
4,264,590
Watch
42,726
54,796
48,349
4,210
3,445
71,412
233,386
458,324
4,836
13,934
3,931
158,133
2,723
44,297
36,007
263,861
4,716
1,136
34,868
6,335
12,056
22,380
107,781
189,272
Loss
$
681,255
$
992,996
$
696,602
$
490,867
$
234,912
$
462,279
$
1,617,214
$
$
5,176,125
$
$
$
$
$
2,838
$
11,685
$
5,217
$
$
20,931
Pass
$
46,479
$
53,586
$
41,492
$
10,539
$
10,572
$
1,011
$
19,731
$
$
183,410
6,165
6,165
$
46,479
$
53,586
$
41,492
$
17,472
$
10,572
$
1,011
$
19,731
$
$
190,343
Pass
$
636,253
$
734,172
$
419,816
$
413,048
$
242,256
$
4,173,843
$
$
$
6,619,388
1,863
1,051
71,992
76,029
$
636,253
$
736,035
$
420,867
$
413,823
$
242,604
$
4,245,835
$
$
$
6,695,417
$
$
$
$
$
$
$
$
$
Loans
Loans
Prior
Years
Total
BPPR
Leasing
Pass
$
577,747
$
508,333
$
394,476
$
240,244
$
118,620
$
40,264
$
$
$
1,879,684
1,772
2,219
1,744
7,278
Loss
$
578,062
$
510,134
$
396,725
$
241,988
$
119,184
$
40,959
$
$
$
$
$
3,534
$
4,220
$
2,477
$
$
$
$
$
12,321
Pass
$
$
$
$
$
$
$
1,159,675
$
$
1,159,675
27,121
27,121
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
50,318
$
$
50,318
HELOCs
Pass
$
$
$
$
$
$
$
2,131
$
$
2,131
$
$
$
$
$
$
$
2,131
$
$
2,131
$
$
$
$
$
$
$
$
$
Pass
$
560,994
$
584,410
$
308,630
$
118,359
$
34,512
$
103,723
$
$
21,944
$
1,732,572
5,248
3,938
1,556
8,660
1,293
21,307
Loss
$
561,344
$
589,743
$
312,668
$
119,921
$
34,783
$
112,385
$
$
23,237
$
1,754,081
$
$
26,352
$
30,020
$
8,457
$
2,294
$
2,934
$
$
1,415
$
72,354
Auto
Pass
$
1,013,543
$
1,007,006
$
721,883
$
547,046
$
290,297
$
183,490
$
$
$
3,763,265
3,665
14,590
13,569
10,585
6,934
5,820
55,163
Loss
$
1,017,208
$
1,021,656
$
735,510
$
557,636
$
297,246
$
189,351
$
$
$
$
3,815
$
28,070
$
15,143
$
7,377
$
3,930
$
1,452
$
$
$
59,787
Pass
$
21,944
$
30,575
$
20,718
$
11,621
$
4,962
$
3,709
$
62,453
$
$
155,982
Loss
$
21,944
$
30,808
$
20,740
$
12,185
$
4,991
$
3,770
$
62,752
$
$
157,190
$
$
$
$
$
$
1,497
$
$
$
2,072
$
3,998,743
$
4,432,208
$
3,823,470
$
2,707,257
$
1,530,860
$
6,294,580
$
2,915,119
$
23,237
$
25,725,474
Loans
Loans
Prior
Years
Total
Pass
$
88,767
$
156,950
$
517,888
$
353,958
$
195,703
$
620,641
$
2,840
$
$
1,936,747
Watch
16,549
1,990
23,777
89,401
131,717
4,765
4,765
26,539
26,539
$
88,767
$
156,950
$
534,437
$
355,948
$
219,480
$
741,346
$
2,840
$
$
2,099,768
$
$
$
$
$
$
$
$
$
Pass
$
45,320
$
397,410
$
496,311
$
156,546
$
223,062
$
469,514
$
12,572
$
$
1,800,735
Watch
13,532
24,646
17,280
63,562
119,020
2,373
63,304
65,677
2,684
2,763
7,878
38,369
51,694
$
45,320
$
397,410
$
512,527
$
186,328
$
248,220
$
634,749
$
12,572
$
$
2,037,126
$
$
$
$
$
$
$
$
$
Pass
$
137,358
$
287,290
$
236,338
$
253,353
$
30,402
$
253,735
$
5,954
$
$
1,204,430
Watch
13,320
33,982
36,980
50,577
70,804
1,905
207,568
45,220
59,249
31,221
10,899
147,079
17,165
2,379
109,922
129,466
$
137,358
$
301,100
$
332,705
$
351,961
$
112,200
$
445,360
$
7,859
$
$
1,688,543
Pass
$
145,968
$
255,118
$
314,585
$
324,851
$
264,907
$
501,314
$
193,158
$
$
1,999,901
Watch
8,581
51,322
32,037
20,747
67,302
9,533
189,544
9,052
5,503
5,190
20,824
1,807
2,595
3,212
5,553
14,159
$
147,852
$
273,421
$
371,671
$
357,675
$
288,250
$
572,125
$
213,434
$
$
2,224,428
$
1,103
$
$
$
$
$
$
$
$
2,372
Pass
$
169,148
$
460,457
$
149,988
$
14,567
$
$
$
9,133
$
$
804,062
Watch
28,896
7,229
24,280
60,405
10,026
6,224
16,250
7,898
34,349
42,247
$
169,148
$
470,483
$
193,006
$
14,567
$
$
42,347
$
33,413
$
$
922,964
Pass
$
69,138
$
91,580
$
217,752
$
275,884
$
219,511
$
395,632
$
$
$
1,269,497
28,076
28,434
$
69,138
$
91,580
$
217,858
$
276,136
$
219,511
$
423,708
$
$
$
1,297,931
$
$
$
$
$
$
$
$
$
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
HELOCs
Pass
$
$
$
$
$
$
6,335
$
45,803
$
11,587
$
63,725
1,733
1,132
2,881
Loss
$
$
$
$
$
$
8,167
$
45,819
$
13,574
$
67,560
$
$
$
$
$
$
$
$
$
Pass
$
23,428
$
27,043
$
52,498
$
11,362
$
1,089
$
1,836
$
$
$
117,256
1,815
Loss
$
23,575
$
27,722
$
53,034
$
11,484
$
1,105
$
2,174
$
$
$
119,094
$
$
3,161
$
8,859
$
2,030
$
$
$
$
$
14,750
Pass
$
$
$
$
$
$
$
12,056
$
$
12,073
$
$
$
$
$
$
$
12,058
$
$
12,075
$
$
$
$
$
$
$
$
$
$
681,175
$
1,718,666
$
2,215,238
$
1,554,099
$
1,088,766
$
2,869,976
$
327,999
$
13,574
$
10,469,493
Loans
Loans
Prior
Years
Total
Pass
$
134,512
$
194,336
$
654,686
$
374,979
$
215,927
$
649,354
$
2,840
$
$
2,226,634
Watch
16,549
1,990
23,777
95,197
137,513
9,430
9,976
31,179
31,179
$
134,512
$
194,336
$
671,781
$
376,969
$
239,704
$
785,160
$
2,840
$
$
$
$
$
$
$
$
$
$
$
Pass
$
365,034
$
712,844
$
1,317,791
$
708,014
$
563,547
$
1,011,876
$
18,785
$
$
4,697,891
Watch
2,118
14,593
29,661
46,445
120,386
213,203
41,558
7,153
26,797
129,289
204,797
1,006
2,795
2,937
9,906
52,846
69,490
$
365,034
$
757,526
$
1,342,332
$
767,409
$
619,898
$
1,314,397
$
18,785
$
$
$
$
$
$
$
$
$
$
$
Pass
$
226,785
$
382,625
$
385,711
$
470,518
$
78,073
$
588,131
$
11,858
$
$
2,143,701
Watch
15,352
75,904
45,983
55,136
154,497
1,908
349,625
1,722
64,998
79,630
32,108
31,575
1,350
211,383
1,149
37,809
7,093
141,549
186,647
12,932
387,646
$
228,097
$
400,848
$
564,422
$
603,224
$
306,866
$
960,888
$
28,048
$
$
$
$
$
$
$
$
2,787
$
$
$
2,787
Pass
$
774,945
$
1,178,248
$
924,039
$
647,040
$
481,581
$
825,487
$
1,433,151
$
$
6,264,491
Watch
42,748
63,377
99,671
36,247
24,192
138,714
242,919
647,868
4,891
22,986
9,434
158,859
2,724
44,594
41,197
284,685
6,523
1,806
35,129
6,396
14,651
25,592
113,334
203,431
Loss
$
829,107
$
1,266,417
$
1,068,273
$
848,542
$
523,162
$
1,034,404
$
1,830,648
$
$
$
1,523
$
$
$
$
2,843
$
11,729
$
5,303
$
$
23,303
Loans
Loans
Prior
Years
Total
Pass
$
215,627
$
514,043
$
191,480
$
25,106
$
10,572
$
1,780
$
28,864
$
$
987,472
Watch
28,896
7,229
24,280
60,405
10,026
6,224
6,165
22,415
7,898
34,349
43,015
$
215,627
$
524,069
$
234,498
$
32,039
$
10,572
$
43,358
$
53,144
$
$
Pass
$
705,391
$
825,752
$
637,568
$
688,932
$
461,767
$
4,569,475
$
$
$
7,888,885
1,863
1,157
1,027
100,068
104,463
$
705,391
$
827,615
$
638,725
$
689,959
$
462,115
$
4,669,543
$
$
$
$
$
$
$
$
$
1,009
$
$
$
1,017
Leasing
Pass
$
577,747
$
508,333
$
394,476
$
240,244
$
118,620
$
40,264
$
$
$
1,879,684
1,772
2,219
1,744
7,278
Loss
$
578,062
$
510,134
$
396,725
$
241,988
$
119,184
$
40,959
$
$
$
$
$
3,534
$
4,220
$
2,477
$
$
$
$
$
12,321
Loans
Loans
Prior
Years
Total
Pass
$
$
$
$
$
$
$
1,159,679
$
$
1,159,679
27,121
27,121
Loss
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
50,318
$
$
50,318
HELOCs
Pass
$
$
$
$
$
$
6,335
$
47,934
$
11,587
$
65,856
1,733
1,132
2,881
Loss
$
$
$
$
$
$
8,167
$
47,950
$
13,574
$
69,691
$
$
$
$
$
$
$
$
$
Pass
$
584,422
$
611,453
$
361,128
$
129,721
$
35,601
$
105,559
$
$
21,944
$
1,849,828
5,904
4,474
1,678
8,998
1,293
23,122
Loss
$
584,919
$
617,465
$
365,702
$
131,405
$
35,888
$
114,559
$
$
23,237
$
$
1,135
$
29,513
$
38,879
$
10,487
$
2,474
$
3,201
$
$
1,415
$
87,104
Auto
Pass
$
1,013,543
$
1,007,006
$
721,883
$
547,046
$
290,297
$
183,490
$
$
$
3,763,265
3,665
14,590
13,569
10,585
6,934
5,820
55,163
Loss
$
1,017,208
$
1,021,656
$
735,510
$
557,636
$
297,246
$
189,351
$
$
$
$
3,815
$
28,070
$
15,143
$
7,377
$
3,930
$
1,452
$
$
$
59,787
Pass
$
21,961
$
30,575
$
20,718
$
11,621
$
4,962
$
3,709
$
74,509
$
$
168,055
Loss
$
21,961
$
30,808
$
20,740
$
12,185
$
4,991
$
3,770
$
74,810
$
$
169,265
$
$
$
$
$
$
1,497
$
$
$
2,149
Total Popular Inc.
$
4,679,918
$
6,150,874
$
6,038,708
$
4,261,356
$
2,619,626
$
9,164,556
$
3,243,118
$
36,811
$
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
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
$
7,559
$
8,025
$
22,912
$
25,083
Mortgage servicing rights fair value adjustments
(4,896)
(2,793)
(10,385)
servicing fees, net of fair value adjustments
2,663
5,232
12,632
14,698
Net gain (loss) on sale of loans, including valuation on loans
held-for-sale
(335)
(133)
Trading account (loss) profit:
Unrealized (loss) gains on outstanding derivative positions
(44)
Realized (loss) gains on closed derivative positions
(261)
(249)
(loss) profit
(305)
(136)
Losses on repurchased loans, including interest advances
(8)
(43)
(139)
(277)
$
2,670
$
5,393
$
12,753
$
15,109
[1
]
Effective on January 1, 2023, loans held-for-sale
are stated at fair value. Prior to such date, loans held-for-sale
were stated at lower-of-cost-or-
market.
Note 10 – Transfers of financial assets and mortgage servicing assets
The
typically
transfers
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 and nine months ended September
30, 2024 and
2023 because they
did not contain
any credit recourse
arrangements. The securitizations completed
by the Corporation
2024 and 2023 were completed without credit
recourse.
The
following tables
present the
initial fair
the
assets obtained
as
proceeds from
loans securitized
during the quarters and nine months ended September
30, 2024 and 2023:
Proceeds Obtained During the Quarter Ended September
Level 1
Level 2
Level 3
Assets
$
$
3,083
$
$
3,083
$
$
3,273
$
$
3,273
$
$
6,356
$
$
6,356
$
$
$
$
Total
$
$
6,356
$
$
6,473
Proceeds Obtained During the Nine months Ended September
Level 1
Level 2
Level 3
Assets
$
$
4,183
$
$
4,183
6,979
6,979
$
$
11,162
$
$
11,162
$
$
$
$
Total
$
$
11,162
$
$
11,396
Proceeds Obtained During the Quarter Ended September
Level 1
Level 2
Level 3
Assets
$
$
1,421
$
$
1,421
10,178
10,178
$
$
11,599
$
$
11,599
$
$
$
$
Total
$
$
11,599
$
$
11,900
Proceeds Obtained During the Nine months Ended September
Level 1
Level 2
Level 3
Assets
$
$
2,488
$
$
2,488
33,470
33,470
$
$
35,958
$
$
35,958
$
$
$
$
Total
$
$
35,958
$
$
36,903
During
the
nine
months
ended
30,
2024,
the
retained
rights
on
whole
loan
sales
involving
$
million
in
balance
30,
$
million),
with
net
gains
of
0.9
million
(September 30,
2023 -
gains of
$
0.6
million). All
loan sales
performed during
the
ended
September 30, 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
cash
flow
model
to
the
fair
value
of
MSRs.
The
cash
flow
model
incorporates
that
market
participants
would
use
in
estimating
future
net
income,
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 following table presents the changes in MSRs measured using the
fair value method for the nine months ended September
30,
Residential MSRs
Fair value at beginning of period
$
118,109
$
128,350
1,814
Changes due to payments on loans
[1]
(6,629)
(7,569)
Reduction due to loan repurchases
(372)
(468)
Changes in fair value due to changes in valuation model inputs
or assumptions
(3,279)
(1,828)
Other
(1,269)
Fair value at end of period
[2]
$
108,827
$
119,030
[1] Represents changes due to collection / realization
of expected cash flows over time.
[2] At September 30, 2024, PB had MSRs amounting to
$
1.8
1.9
ended June 30,
2023, the Corporation
terminated a servicing
agreement,
in which it
acted as sub-servicer
for a
third
party,
for
a
with
an
unpaid
balance
of
$
million
and
a
related
MSR
fair
value
of
Residential mortgage loans serviced for others were $
9.2
billion at September 30, 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.
The banking
subsidiaries receive servicing
fees based
on a
percentage of the
outstanding loan balance.
These servicing fees
are
credited to income
when they are
collected. At September
30, 2024, those
weighted average mortgage servicing
fees were
0.32
%
30,
0.31
%).
Under
these
agreements,
the
banking
do
not
generally
earn
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
2024 and 2023 were as follows:
BPPR
PB
BPPR
PB
BPPR
PB
BPPR
PB
7.8
%
6.8
%
7.3
%
7.0
%
6.9
%
6.4
%
7.1
%
7.1
%
Weighted average life (in years)
8.7
8.8
9.2
8.0
9.2
8.7
9.2
8.0
Discount rate (annual rate)
9.5
%
12.9
%
9.6
%
11.0
%
9.6
%
12.8
%
9.6
%
10.7
%
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
$
34,493
$
39,757
$
74,334
$
78,352
Weighted average life (in years)
6.4
6.6
6.6
6.8
Weighted average prepayment speed (annual
rate)
5.9
%
5.9
%
6.9
%
7.0
%
Impact on fair value of 10% adverse change
$
(704)
$
(696)
$
(1,513)
$
(1,440)
Impact on fair value of 20% adverse change
$
(1,377)
$
(1,365)
$
(2,965)
$
(2,827)
Weighted average discount rate (annual rate)
11.4
%
11.3
%
10.8
%
10.9
%
Impact on fair value of 10% adverse change
$
(1,277)
$
(1,387)
$
(2,685)
$
(2,871)
Impact on fair value of 20% adverse change
$
(2,470)
$
(2,686)
$
(5,203)
$
(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.
the Corporation serviced $
million in residential mortgage loans
with credit recourse to
- $
million). Also refer
to Note
19 to
the Consolidated Financial
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
individual
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
30,
2024,
the
had
$
million
in
loans
on
its
of
Condition related to this
buy-back option program (December 31,
million). Loans in our serviced
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. As
long
as
the
Corporation continues
to
service the
loans that
be collateral
in a
GNMA guaranteed
mortgage-backed security,
the MSR
is recognized
by the
Corporation.
During the nine months ended
September 30, 2024, the Corporation repurchased approximately
$
$
million) of
from its
GNMA servicing
portfolio. The
determination to
repurchase these
loans was
the
economic benefits of
the transaction, which
results in a
reduction of the
servicing costs for these
severely delinquent loans, mainly
related
to
and
advances.
The
risk
with
the
loans
is
reduced
due
to
their
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
the activity
Other Real
Estate Owned
(“OREO”),
for the
quarters and
ended
OREO
OREO
Total
$
9,428
$
60,797
$
70,225
(39)
(549)
(588)
1,125
7,966
9,091
Sales
(588)
(15,112)
(15,700)
$
9,926
$
53,102
$
63,028
OREO
OREO
Total
$
11,819
$
74,397
$
86,216
(123)
(567)
(690)
14,795
15,052
Sales
(900)
(17,356)
(18,256)
$
11,053
$
71,269
$
82,322
OREO
OREO
Total
$
11,189
$
69,227
$
80,416
(1,103)
(1,260)
(2,363)
6,985
32,748
39,733
Sales
(7,145)
(47,548)
(54,693)
Other adjustments
(65)
(65)
$
9,926
$
53,102
$
63,028
OREO
OREO
Total
$
12,500
$
76,626
$
89,126
(362)
(1,587)
(1,949)
1,524
54,625
56,149
Sales
(2,626)
(58,277)
(60,903)
Other adjustments
(118)
(101)
$
11,053
$
71,269
$
82,322
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)
$
917,793
$
1,009,068
Investments under the equity method
248,235
236,485
Prepaid taxes
53,395
39,052
Other prepaid expenses
39,000
29,338
Capitalized software costs
117,894
93,404
Derivative assets
25,934
24,419
Trades receivable from brokers and counterparties
5,701
23,102
Receivables from investments maturities
176,000
Principal, interest and escrow servicing advances
44,665
48,557
Guaranteed mortgage loan claims receivable
19,736
29,648
Operating ROU assets (Note 27)
98,077
116,106
Finance ROU assets (Note 27)
19,301
21,093
Assets for pension benefit
26,409
23,404
Others
151,779
144,888
Total other assets
$
1,767,919
$
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
costs
as
well
as
costs
related
to
hosting
arrangements:
Gross Carrying
Net
Amount
Amortization
Value
Software development costs
$
83,179
$
28,978
$
54,201
Software license costs
49,072
29,477
19,595
56,599
12,501
44,098
Total Capitalized
software costs [1] [2]
$
188,850
$
70,956
$
117,894
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
$
21,118
$
16,820
$
57,431
$
47,962
1,514
3,052
2,685
Total amortization
expense
$
22,632
$
17,743
$
60,483
$
50,647
Note 13 – Goodwill and other intangible assets
There were
no
changes in the carrying
amount of goodwill for
the quarter and nine
months ended September 30,
- During the
third quarter of 2023, the Corporation recorded an impairment of
$
million as a result of its annual goodwill impairment test related
to
its
Popular Equipment
Finance (“PEF”),
due to
lower forecasted
and an
increase in the rate used to discount cash flows.
The following table shows the changes in the carrying
amount of goodwill for the nine months ended
September 30, 2024 and 2023,
allocated by reportable segments, were as follows
(refer to Note 32 for the definition of the Corporation’s
reportable segments):
Goodwill on
acquisition
$
436,383
$
$
$
436,383
368,045
368,045
Inc.
$
804,428
$
$
$
804,428
Goodwill on
January 1, 2023
acquisition
$
436,383
$
$
$
436,383
391,045
368,045
Inc.
$
827,428
$
$
$
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
$
12,275
$
Other customer relationships
14,286
8,050
6,236
Total other intangible
assets
$
27,096
$
20,325
$
6,771
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
$
0.7
amortization expense
other
intangible assets with definite useful lives (September 30, 2023 - $
0.8
million). During the nine months ended September 30, 2024,
recognized $
2.2
amortization related to
other intangible assets
with definite useful
lives (September 30,
2.4
table presents
the estimated
amortization of
the intangible
assets with
definite useful
lives for
each of
the following
periods:
Remaining 2024
$
Year 2025
1,750
Year 2026
1,440
Year 2027
Year 2028
Results of the Annual Goodwill Impairment Test
The Corporation’s goodwill and
other identifiable intangible assets having
an indefinite useful life
are tested for impairment,
at least
annually and
on a
more frequent basis
if events
or circumstances indicate
impairment could have
taken place. Such
events could
include,
among others,
a significant
adverse change
in the
business climate,
an adverse
action by
a regulator,
an unanticipated
change in the competitive environment and a decision
to change the operations or dispose of a
reporting unit.
events
or
changes
in
circumstances
between
annual
tests
to
determine
if
these
events
or
changes
in
circumstances would more likely than not reduce
the fair value of its reporting units below their carrying
amounts.
performed the
annual goodwill
impairment evaluation
for the
entire organization
of 2024
using July 31, 2024 as the annual evaluation date. The reporting units
utilized for this evaluation were those that are one level below
the business segments,
which are the
legal entities within the
reportable segment. The Corporation
follows push-down accounting,
as such all goodwill is assigned to the reporting
units when carrying out a business combination.
In determining the fair value of each reporting unit, the Corporation generally uses a combination of methods, including market price
of
comparable
and
transactions,
as
well
as
cash
flow
analysis.
evaluates
the
particular circumstances
of each
reporting unit
to determine
the most
appropriate valuation methodology
and the
weights
applied
to
each
methodology,
as
applicable.
The
evaluates
the
results
obtained
under
each
methodology to
identify and
understand the
key
value drivers
to
ascertain that
the
results obtained
are
reasonable and
appropriate
under
the
circumstances.
Elements
include
current
market
and
conditions,
developments
in
specific lines of business, and any particular
features in the individual reporting units.
The computations
require management
to make
estimates and
assumptions. Critical
assumptions that
are used
as part
of these
evaluations include:
a selection of comparable publicly traded companies,
based on nature of business, location and
size;
a selection of comparable acquisitions;
the discount rate applied to future earnings, based
on an estimate of the cost of equity;
the potential future earnings of the reporting unit;
and
the market growth and new business assumptions.
For
purposes
of
the
market
comparable
companies’
approach,
valuations
were
by
calculating
price
(using
averages or applying regression analyses) of relevant value drivers from a
group of companies that are comparable to the reporting
unit being analyzed and
applying those price multiples
to the value drivers
of the reporting unit.
Management uses judgment in
the
determination
of
which
value
drivers
are
more
appropriate
for
each
unit.
Comparable
companies’
price
multiples represent minority-based multiples and thus, a control premium adjustment is added to the comparable
companies’ market
multiples applied to the reporting unit’s value drivers.
For purposes
of the
market comparable transactions’
approach, valuations had
been previously determined
by the
Corporation by
calculating
average
price
of
relevant
value
drivers
from
a
group
of
for
which
the
target
are
comparable to the reporting unit being analyzed and
applying those price multiples to the value drivers
of the reporting unit.
For purposes
of the
discounted cash flows
(“DCF”) approach, the
valuation is
estimated future cash
flows. The
projections
used
in
the
DCF
analysis
for
each
unit
are
based
on
the
most
recent
(as
of
the
date)
projections presented
to
the
Corporation’s Asset
/
Liability Management
Committee (“ALCO”).
The
growth assumptions
in
these
projections
are
based
on
expectations for
each
unit’s
prospects
considering
economic and industry conditions as well
as particular plans of each entity
(i.e. restructuring plans, de-leveraging, etc.). The cost
of
equity used to
discount the cash flows
was calculated using the
Ibbotson Build-Up Method and
ranged from
11.99
% to
15.93
% for
the 2024 analysis. The Ibbotson Build-Up Method
builds up a cost of equity
starting with the rate of
return of a “risk-free” asset (20-
year U.S. Treasury
note) and adds
to it additional
risk elements such as
equity risk premium, size
premium, industry risk
premium,
and a
specific geographic risk
premium (as applicable).
The resulting discount
rates were
analyzed in terms
of reasonability given
the current market conditions.
The
results
of
the
BPPR
annual
test
as
of
July
31,
indicated
that
the
fair
value
using
a
valuation methodologies
exceeded BPPR’s
equity value
by
3.7
billion or
%
$
3.7
billion or
%, for the annual goodwill impairment test completed as
of July 31, 2023. PB’s annual
goodwill impairment test results
as
of such
dates indicated
average estimated
using a
valuation methodologies
exceeded PB’s
equity
value
by
$
million
or
%,
to
$
million
or
%,
for
the
annual
test
completed as of July 31, 2023. Accordingly,
no
impairment was recognized for BPPR or PB. The goodwill balance of BPPR and PB,
as legal entities, represented approximately
% of the Corporation’s total goodwill balance as of
the July 31, 2024 valuation date.
as
part
of
the
analyses,
performed
a
reconciliation
of
the
fair
values
for
the
reporting units to the market capitalization of the Corporation concluding that the
fair value results determined for the reporting units
in the July 31, 2024 annual assessment were reasonable.
The goodwill
impairment evaluation
process requires
to
make estimates
and assumptions
with regard
to the
fair
value
of
the
units.
Actual
values
may
differ
significantly
from
these
estimates.
Such
differences
could
result
in
future
impairment of goodwill that would, in turn, negatively
impact the Corporation’s results of operations and the
reporting units where the
goodwill is recorded. Particularly for reporting units with recognized impairments or where the
estimated fair value approximates the
equity value,
future decreases
in fair
value estimates
could result
in additional
impairment charges.
declines in
the
market
capitalization and
adverse economic
sustained
over
a
longer
period of
time
affecting
forecasted earnings could increase the risk of goodwill
impairment in the future.
A decline in
the Corporation’s stock
price related to
global and/or regional macroeconomic
conditions, a deterioration in
Rico
or
the
U.S.
economies,
increases
in
the
rate
to
discount
future
cash
flows,
and
lower
future
could,
individually or
in the
aggregate, have a
material impact on
the determination of
the fair value
of our reporting
units, which could
in
turn
result
in
an
impairment of
goodwill in
the
future.
An
impairment of
goodwill would
result
in
a non-cash
expense,
net
of
tax
impact. A charge to earnings related to a goodwill
impairment would not materially impact regulatory
capital calculations.
The following tables present the gross amount
of goodwill and accumulated impairment losses
by reportable segments.
(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
(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
Note 14 – Deposits
Total deposits as of the end of the periods presented consisted of:
Savings accounts
$
14,149,122
$
14,602,411
NOW, money market and other interest
bearing demand deposits
25,162,318
25,094,316
Total savings, NOW,
money market and other interest bearing demand
39,311,440
39,696,727
Certificates of deposit:
Under $250,000
5,619,851
5,443,062
$250,000 and over
3,461,139
3,058,830
Total certificates
of deposit
8,501,892
$
48,392,430
$
48,198,619
Non- interest bearing deposits
$
$
$
$
A summary of certificates of deposits by maturity at
September 30, 2024 follows:
$
3,258,241
3,214,257
903,183
640,857
596,378
2029 and thereafter
468,074
Total certificates of
deposit
$
At September 30, 2024, the Corporation had brokered
deposits amounting to $
1.7
billion (December 31, 2023 - $
1.7
The aggregate amount of overdrafts in demand deposit accounts that were reclassified to
loans was $
16.2
million at September 30,
2024 (December 31, 2023 - $
9.1
Puerto Rico government deposits amounted
to $
18.7
billion. Puerto Rico government deposits
are interest
bearing accounts.
These government
deposits are
indexed to
short-term market
rates and
fluctuate in
cost with
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
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
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
government deposit outflows are lower.
Note 15 – Borrowings
Assets sold under agreements to repurchase amounted
to $
million at September 30, 2024 and $
million at December 31,
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
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
with
debt
available-for-sale,
debt
held-to-maturity,
and
other
assets
held-for-trading
purposes or
which have
been obtained
under agreements
to resell.
It is
policy to
maintain effective
control over
assets sold under agreements to repurchase; accordingly, such
securities continue to be carried on the Consolidated Statements of
Financial Condition.
Repurchase agreements accounted for as secured borrowings
Repurchase
Repurchase
$
21,956
$
16,931
After 30 to 90 days
13,882
18,369
After 90 days
8,292
35,838
43,592
5,206
27,171
After 30 to 90 days
14,316
20,394
19,522
47,565
mortgage obligations
Total
$
55,360
$
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
There were
no
other short-term borrowings outstanding at September
30, 2024 and December 31, 2023.
Notes Payable
The following table presents the composition of notes
payable at September 30, 2024 and December
Advances with the FHLB with maturities ranging from
through
paying interest at
monthly
fixed rates ranging from
0.54
% to
5.26
%
$
325,095
$
394,665
Unsecured senior debt securities maturing on
paying interest
semiannually
at a fixed rate of
7.25
%, net of debt issuance costs of $
5,085
[1]
394,915
393,937
Junior subordinated deferrable interest debentures (related to
trust preferred securities) maturing on
with fixed interest rates ranging from
6.13
% to
6.56
%, net of debt issuance costs of $
198,366
198,346
$
918,376
$
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 September 30, 2024 is included in the table
below.
Assets sold under
agreements to
Total
$
55,360
$
22,373
$
77,733
144,214
144,214
74,500
74,500
439,265
439,265
238,024
238,024
Total borrowings
$
55,360
$
918,376
$
973,736
At
30,
and
2023,
the
Corporation had
FHLB
borrowing facilities
whereby the
Corporation could
borrow up to
$
4.6
4.2
0.3
0.4
were used. In
addition, at
each of September 30, 2024 and December 31, 2023, the Corporation had placed $
0.3
billion of the available FHLB credit facility as
collateral for municipal letters of credit
to secure deposits. The FHLB
borrowing facilities are collateralized with securities
and loans
held-in-portfolio, and do not have restrictive covenants
or callable features.
Also, at September
30, 2024, the Corporation
had borrowing facilities
at the discount
window of the
Federal Reserve Bank of
New
York
$
5.8
billion (December 31,
2023 -
$
4.4
billion), which remained
unused at
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
$
336,223
$
337,695
Accrued interest payable
54,316
59,102
Accounts payable
91,226
89,339
Dividends payable
44,614
44,741
Trades payable
3,540
Liability for GNMA loans sold with an option to repurchase
8,558
10,960
Reserves for loan indemnifications
3,376
4,408
Reserve for operational losses
28,841
27,994
Operating lease liabilities (Note 27)
108,165
126,946
Finance lease liabilities (Note 27)
23,793
25,778
Pension benefit obligation
6,543
6,772
Postretirement benefit obligation
115,363
117,045
Others
65,765
63,816
Total other liabilities
$
890,323
$
914,627
Note 17 – Stockholders’ equity
As
of
30,
2024,
stockholders’
equity
totaled
$
5.8
billion.
During
the
nine
months
ended
30,
2024,
the
Corporation declared cash dividends of $
1.86
1.65
) per common share amounting to $
134.3
million (2023 - $
118.9
The quarterly dividend of $
0.62
per share declared to stockholders of record as
of the close of business on
September 13, 2024
was
paid on
October 1, 2024
.
completed the repurchase
of
599,096
shares of common
stock for
$
58.8
million at an average price of $
98.11
per share, under the previously announced share repurchase authorization of
up to $
Note 18 – Other comprehensive income (loss)
The
table
changes
in
accumulated
other
income
(loss)
by
component
for
the
ended
September 30, 2024 and, 2023.
Changes in Accumulated Other Comprehensive Loss
by Component [1]
Foreign currency translation
$
(68,383)
$
(55,979)
$
(64,528)
$
(56,735)
(976)
(3,240)
(220)
(976)
(3,240)
(220)
$
(67,768)
$
(56,955)
$
(67,768)
$
(56,955)
Adjustment of pension and
$
(113,371)
$
(138,319)
$
(117,894)
$
(144,335)
comprehensive loss for amortization of net losses
2,261
3,009
6,784
9,025
2,261
3,009
6,784
9,025
$
(111,110)
$
(135,310)
$
(111,110)
$
(135,310)
Unrealized net holding losses
on debt securities
$
(1,696,528)
$
(2,134,137)
$
(1,713,109)
$
(2,323,903)
326,148
(242,567)
271,985
(120,756)
comprehensive loss for amortization of net unrealized
losses of debt securities transferred from available-for-
36,264
35,027
107,008
102,982
362,412
(207,540)
378,993
(17,774)
$
(1,334,116)
$
(2,341,677)
$
(1,334,116)
$
(2,341,677)
Unrealized net (losses) gains
on cash flow hedges
$
$
$
$
Other comprehensive (loss) income before
reclassifications
(19)
comprehensive income (loss)
(26)
(45)
Total
$
$
$
$
[1]
All amounts presented are net of tax.
presents the amounts
reclassified out of
each component of
accumulated other comprehensive loss
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)
$
(4,814)
$
(10,854)
$
(14,440)
(3,618)
(4,814)
(10,854)
(14,440)
Income tax benefit
1,357
1,805
4,070
5,415
$
(2,261)
$
(3,009)
$
(6,784)
$
(9,025)
Unrealized net holding losses on debt securities
Amortization of unrealized net losses of debt
securities transferred to held-to-maturity
Interest income from investment securities
$
(45,331)
$
(43,783)
$
(133,761)
$
(128,726)
(45,331)
(43,783)
(133,761)
(128,726)
9,067
8,756
26,753
25,744
$
(36,264)
$
(35,027)
$
(107,008)
$
(102,982)
Unrealized net (losses) gains on cash flow hedges
Forward contracts
$
$
$
$
Income tax benefit
(15)
$
$
$
$
Total reclassification
adjustments, net of tax
$
(38,525)
$
(38,036)
$
(113,792)
$
(111,981)
Note 19 – Guarantees
recorded a
liability of
$
million (December
- $
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
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
loans subject
to
credit
recourse since
At
serviced
$
million
31,
$
million)
in
loans
subject
to
credit
provisions,
principally
loans
with
FNMA
and
FHLMC
loan
programs.
In
the
event
of
any
customer
default,
pursuant to the credit recourse provided,
the Corporation is required to repurchase the
loan or reimburse the third party
investor for
the incurred
loss. The
maximum potential
future payments
Corporation would
be required
to
make
arrangements
in
the
event
of
nonperformance
by
the
is
equivalent
to
the
total
balance
of
the
residential mortgage loans serviced with
recourse and interest, if applicable. During
the quarter and nine months
30,
2024,
the
repurchased
$
0.5
million
and
$
1.5
of
unpaid
balance
in
mortgage loans subject
to the credit
recourse provisions (September 30,
$
0.4
2.0
In the
nonperformance by the
borrower, the
rights to
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 interest advanced
and the costs
of
holding and
disposing the
related property.
liability established
to cover
the estimated
credit loss exposure related to loans sold or serviced
with credit recourse amounted to $
million (December 31, 2023 - $
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 and nine months
ended September 30, 2024 and 2023.
Balance as of beginning of period
$
4,058
$
6,223
$
4,211
$
6,897
Provision (benefit) for recourse liability
(808)
(768)
Net charge-offs
(54)
(54)
(247)
(552)
Balance as of end of period
$
3,196
$
6,397
$
3,196
$
6,397
From time
to
time, the
Corporation sells
loans and
agrees to
indemnify the
purchaser for
credit
losses or
any
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. At September 30, 2024, the
Corporation serviced $
9.2
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, the
Corporation 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
30,
2024,
the
balance
of
funds
advanced
by
the
Corporation 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 subsidiaries
$
2023, respectively.
In
addition, at both
September 30, 2024 and
December 31, 2023, PIHC
fully and unconditionally guaranteed
on a subordinated basis
$
million of capital securities (trust preferred 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
$
5,582,089
$
6,108,939
Commercial lines of credit
3,874,209
3,626,269
Construction lines of credit
1,234,365
1,287,679
Other consumer unused credit commitments
261,470
256,610
Commercial letters of credit
2,157
1,404
Standby letters of credit
123,685
80,889
Commitments to originate or fund mortgage loans
23,217
32,968
Once At September 30,
2024 and December 31,
2023, the Corporation maintained a
reserve of approximately $
million, 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 approximately
$
2.0
3.3
million, respectively, 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
restructuring
of
the
debts
of
the
Commonwealth,
its
and
The
Commonwealth
and
several
of
its
have
availed
themselves
of
debt
restructuring proceedings
under PROMESA.
As
of the
date of
this report,
while municipalities
have been
designated as
covered
entities under PROMESA, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such
debt restructuring proceeding under PROMESA.
At September 30, 2024, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities
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
In
most
cases,
these
were
“general
obligations”
of
a
municipality,
to
which
the
has
pledged
its
good
faith,
credit
and
unlimited
taxing
power,
or
“special
obligations”
of
a
municipality,
to
which
the
has
pledged
other
revenues.
At
30,
2024,
%
of
the
to
municipal
loans
and
was
concentrated
in
the
of
San
Juan,
Guaynabo,
Carolina
and
Caguas.
In
July
2024,
the
received scheduled principal payments amounting to $
million from various obligations from Puerto Rico
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 September 30, 2024
:
Investment
Portfolio
Loans
Total Outstanding
Total Exposure
Central Government
Total Central
Municipalities
2,440
12,764
15,204
15,204
9,520
147,033
156,553
156,553
119,073
119,728
119,728
44,582
44,582
44,582
Total Municipalities
12,615
323,452
336,067
336,067
Total Direct Government
Exposure
$
12,661
$
323,452
$
336,113
$
336,113
In
at
30,
2024,
the
had
$
million
in
loans
insured
or
issued
by
Puerto
Rico
governmental entities
but for
principal source
of repayment
is non-governmental
($
2023).
These
$
million
in
loans
insured
by
the
Puerto
Rico
Housing
Finance
a
governmental instrumentality that
has been
designated as a
covered entity under
PROMESA (December 31,
2023 -
$
These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the
HFA insurance covers losses in
of a
borrower default
and upon
the satisfaction
of certain
other conditions.
also had
30,
2024, $
million in 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 (December
- $
million). In
insured by
HFA
and held
by the
directly or those serving as collateral for the HFA
bonds default and the collateral is insufficient to satisfy the
outstanding balance of
these loans, HFA’s
ability to honor its insurance will depend, among other factors, on the financial condition of HFA
at the time such
become
due
and
payable. The
not consider
the
government guarantee
when
estimating the
credit
losses
with
this
portfolio.
Although
the
Governor
is
authorized
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.
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
$
2.0
billion
of
mortgages
and
$
88.4
million
loans
were
insured
or
by
the
U.S.
or
its
at
30,
(compared
to
$
1.9
billion
and
$
89.2
at
31,
2023). The
Corporation also had
U.S. Treasury
and obligations from
the U.S. Government,
its agencies or
government sponsored
within the
portfolio of
available-for-sale and
held-to-maturity securities
as
described in
Note 5
and
6 to
At September 30, 2024, the Corporation had
operations in the United States Virgin
Islands (the “USVI”) and had approximately $
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.
the Corporation had operations
in the British Virgin
Islands (“BVI”) and it
had a loan portfolio
$
million
of
various
retail
and
to
a
loan
of
$
million
at
December 31, 2023. At September 30, 2024, the Corporation
had no significant exposure to a single borrower
in the BVI.
FDIC Special Assessment
On
16,
2023,
the
Federal
Deposit
Insurance
(“FDIC”)
a
final
rule
that
imposes
a
special
assessment (the “FDIC
Special Assessment”) to recover
the losses to
the deposit insurance
fund resulting from
the FDIC’s use,
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
45.3
million net of tax, in the fourth quarter
of 2023, representing the full amount of the
During the first quarter of 2024, the Corporation recorded an additional expense of $
14.3
9.1
million net of tax, to reflect the
FDIC's
higher
loss
which increased
from
$
16.3
when
approved,
to
$
20.4
billion
quarter.
The
special
assessment amount and collection period may
change as the estimated loss
is periodically adjusted or if
the total amount collected
varies.
Legal Proceedings
The nature
of Popular’s business
ordinarily generates
claims, litigation,
regulatory and
governmental investigations, and
legal and
administrative cases
and proceedings (collectively,
“Legal Proceedings”). When
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 information available. For
matters where it is probable that the Corporation will
incur a material loss and the
amount can be reasonably estimated, the Corporation 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 material 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 $
6.49
million as
of
30,
In
certain cases,
management cannot
reasonably
estimate the
possible
loss
at
this
time.
Any
involves significant judgment, given the
varying stages of the
Legal Proceedings (including the fact
that many of them
are currently
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.
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,
believes
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. (“Popular”) was named as a defendant on a putative class action complaint captioned Golden v. Popular, Inc. originally
filed in March 2020
before the U.S. District Court for
the Southern District of New
York, seeking
damages, restitution and injunctive
relief. Plaintiff alleged
breach of contract, violation
of the covenant of
good faith and fair
dealing, unjust enrichment and
violation of
consumer 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. In
October 2022, the parties reached a
settlement in principle on a
class-wide
basis subject
to final
court approval. On
July 9,
court granted
final approval
to the
settlement agreement. This
matter is
now closed.
Popular was named as a defendant on a putative class action complaint captioned Lipsett v. Popular, Inc. d/b/a Banco Popular, filed
on January 31, 2022 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 alleged
contract, violations
of the
covenant of
good faith and
fair dealing
and unjust enrichment,
as a
result of Popular’s
purported practice of
charging OD Fees
on
transactions that,
under plaintiffs’
theory,
do not
overdraw the
account.
The complaint
further
alleged that
Popular
assessed OD
Fees over authorized transactions for which sufficient funds are
held for settlement.
On May 2,
2024, the parties
reached a settlement
in principle on
a class-wide basis.
On July 25,
2024, the parties
filed before the
Court
a motion
for preliminary
agreement, and,
on July
26, 2024,
the Court
issued an
order granting
preliminary approval of
agreement. The Court
scheduled the final
approval hearing of
agreement for
January 27, 2025.
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
with
FHLMC,
but
considers
its
exposure in the
form of servicing
fees and servicing
advances not to be
.
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
concluded
that,
essentially,
these
(FNMA
and
GNMA)
control
the
design
of
their
respective
VIEs,
dictate
the
quality
and
nature
of
the
collateral, require
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
variable
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 September 30, 2024 and December 31, 2023, which are classified as available-for-
sale and
trading securities
in the
Corporation’s Consolidated
Statements of
Financial Condition. In
addition, the
Corporation holds
variable
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.
table presents
the carrying
amount and
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 September 30, 2024 and
Assets
Servicing assets:
$
85,146
$
92,999
Total servicing
assets
$
85,146
$
92,999
Other assets:
Servicing advances
$
7,121
$
6,291
Total other assets
$
7,121
$
6,291
$
92,267
$
99,290
Maximum exposure to loss
$
92,267
$
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 $
6.7
billion at September 30, 2024 (December 31, 2023
- $
7.2
determined that
the maximum
exposure to
loss includes
the fair
the MSRs
and the
assumption that
the
advances
at
and
2023,
will
not
be
recovered.
The
agency
are
not
included 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
concluded
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 September 30,
Note 22 – Related party transactions
Centro Financiero BHD, S.A.
had a
15.84
% equity
interest in
Centro Financiero BHD,
S.A. (“BHD”),
one of
the largest
banking
and
groups
in
the
Dominican
Republic.
During
the
nine
months
ended
30,
2024,
the
Corporation recorded $
29.6
million in equity pickup,
including the impact of
changes in the fair
value of available for
sale securities
included as
a component
of Other Comprehensive
Income, from
its investment
in BHD
(September 30, 2023
- $
million), which
had a
carrying amount
of $
236.1
2024 (December
- $
225.9
Corporation received
$
19.4
million
in
cash
dividend
distributions
and
$
2.9
in
stock
during
the
nine
months
ended
30,
(September 30, 2023 - $
14.1
million in cash dividends and $
2.1
million in stock dividends).
Investment Companies
The
through
its
wholly
owned
Popular
Asset
LLC
(“PAM”)
services to several investment companies registered under the Investment
Company Act of 1940 in exchange for a
fee. 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
role,
the
Corporation considers
these
investment companies
as
related
parties. The
Corporation, through
its
BPPR, also provides transfer agency services to
investment companies considered affiliates up to the second
quarter of 2024.
For
the
30,
2024, administrative
fees charged
to
these
investment companies
$
1.6
$
1.7
million) and waived fees amounted to
$
0.5
$
0.7
million), for a net
fee of $
1.1
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
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
- Unadjusted
quoted prices
in
active markets
for identical
assets
or liabilities
that
has the
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
observable either
directly or
indirectly.
Level 2
inputs
include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in
markets
that
are
not
active,
or
other inputs
that
are
observable
or that
can
be
corroborated by
observable market
data
for
substantially the full term of the financial instrument.
Level 3
- Inputs are unobservable and significant
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 September 30, 2024 and December
31, 2023:
Level 1
Level 2
Level 3
Measured at NAV
Total
RECURRING FAIR VALUE
Assets
Debt securities available-for-sale:
$
$
5,644,519
$
$
$
11,524,430
128,553
128,553
5,530,582
5,531,140
Other
2,000
2,000
$
$
11,303,654
$
2,558
$
$
derivatives:
$
7,675
$
$
$
$
7,685
22,723
22,807
Other
debt securities, excluding
$
7,675
$
22,923
$
$
$
30,836
$
$
46,248
$
$
$
46,633
108,827
108,827
5,509
5,509
25,941
25,941
$
5,887,586
$
11,404,275
$
111,623
$
$
17,403,869
$
$
$
$
$
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 September 30, 2024 and
Aggregate Unpaid
Fair Value
Principal Balance
Difference
Loans held for sale
$
5,509
$
5,507
$
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 September 30,
2024 and December 31, 2023.
For the nine months ended September 30, 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
during
the
and
nine
months
ended
30,
and
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]
$
$
$
4,166
$
4,166
$
(654)
[2]
5,749
5,749
(1,889)
Other foreclosed assets
[2]
(38)
at fair value on a nonrecurring basis
$
$
$
10,089
$
10,089
$
(2,581)
[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]
$
$
$
9,113
$
9,113
$
(3,087)
[2]
5,457
5,457
(1,012)
Other foreclosed assets
[2]
(14)
at fair value on a nonrecurring basis
$
$
$
14,614
$
14,614
$
(4,113)
[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
and nine months ended September 30, 2024 and
Quarter ended September 30, 2024
MBS
Other
MBS
Other
as debt
account
debt
Total
rights
assets
Balance at June 30, 2024
$
$
2,000
$
$
$
113,386
$
116,209
(4)
(4,896)
(4,900)
(25)
(25)
$
$
2,000
$
$
$
108,827
$
111,623
Changes in unrealized gains (losses) included in
earnings relating to assets still held at September
$
$
$
$
$
(2,577)
$
(2,571)
MBS
Other
MBS
Other
CMOs
as debt
account
debt
Total
rights
assets
Balance at January 1, 2024
$
$
2,500
$
$
$
$
118,109
$
121,499
(500)
(13)
(10,793)
(50)
(5)
(28)
(83)
$
$
2,000
$
$
$
$
108,827
$
111,623
Changes in unrealized gains (losses) included
in earnings relating to assets still held at
$
$
$
$
$
$
(3,279)
$
(3,261)
Quarter ended September 30, 2023
MBS
Other
Other
CMOs
MBS
as debt
Total
rights
assets
Balance at June 30, 2023
$
$
1,000
$
$
$
$
121,249
$
123,314
(3)
(2,793)
(2,796)
(2)
(2)
(46)
(26)
(72)
$
$
1,000
$
$
$
$
119,030
$
121,018
Changes in unrealized gains (losses)
included in earnings relating to assets
still held at September 30, 2023
$
$
$
$
$
$
(381)
$
(377)
MBS
Other
Other
CMOs
as debt
MBS
trading account
Total
rights
assets
Balance at January 1,
$
$
1,000
$
$
$
$
128,350
$
130,596
(2)
(19)
(10,386)
(10,407)
(8)
(8)
1,814
1,818
Sales
(1,269)
(1,269)
(50)
(107)
(76)
$
$
1,000
$
$
$
$
119,030
$
121,018
Changes in unrealized gains (losses)
included in earnings relating to assets
still held at September 30, 2023
$
$
$
$
(1)
$
$
(1,828)
$
(1,807)
Gains and losses
(realized and unrealized)
included in earnings
for the
2023 for
Level 3
liabilities included
in the
previous tables
are reported
in the
consolidated statement
of operations
as
follows:
Quarter ended September 30, 2024
$
(4,896)
$
(2,577)
$
$
(3,279)
Trading account profit (loss)
(4)
(13)
(500)
Total
$
(4,900)
$
(2,571)
$
(10,793)
$
(3,261)
Quarter ended September 30, 2023
$
(2,793)
$
(381)
$
(10,386)
$
(1,828)
Trading account profit (loss)
(3)
(21)
Total
$
(2,796)
$
(377)
$
(10,407)
$
(1,807)
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 September 30, 2024 and 2023.
Fair value at
Valuation technique
Unobservable inputs
Weighted average (range) [1]
Other - trading
$
2.3
years
Yield
.0%
10.8
%
$
4,166
[2]
7.5
% (
5.0
% -
10.0
%)
$
[3]
.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
[3]
Other real estate owned in which haircuts were not applied
Fair value at
Valuation technique
Unobservable inputs
Weighted average (range) [1]
CMO's - trading
$
0.2
years (
0.2
0.3
years)
Yield
4.9
%
7.3
%
Other - trading
$
2.5
years
Yield
.0%
10.8
%
$
9,044
[2]
7.2
% (
.0% -
.0%)
$
[3]
.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
[3]
Other real estate owned in which haircuts were not applied
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
in actual transactions.
The
fair
values
herein
have
been
based
on
the
prevailing
rate
environment
at
30,
and
December 31, 2023, as
applicable. In different interest
rate environments, fair value
estimates can differ significantly,
especially for
certain
fixed
rate
In
the
fair
values
do
not
attempt
to
the
value
of
the
Corporation’s fee
generating businesses and
anticipated future business
activities, that
is, they
do not
represent the
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.
The following tables present the
carrying amount and estimated fair
values of financial instruments with their
corresponding level in
the fair
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:
$
427,594
$
427,594
$
$
$
$
427,594
6,522,716
8,072
[1]
30,836
7,675
22,923
30,836
[1]
11,303,654
2,558
Debt securities held-to-maturity:
$
$
$
$
$
$
52,415
6,930
46,905
53,835
Collateralized mortgage obligation-federal agency
1,523
1,398
1,398
Securities in wholly owned statutory business trusts
5,960
5,960
5,960
$
$
$
7,869,023
$
46,905
$
$
Equity securities:
FHLB stock
$
46,668
$
$
46,668
$
$
$
46,668
FRB stock
98,957
98,957
98,957
Other investments
52,566
46,248
6,662
53,295
Total equity securities
$
198,191
$
$
191,873
$
6,662
$
$
198,920
$
5,509
$
$
5,509
$
$
$
5,509
35,450,647
34,681,826
34,681,826
108,827
108,827
108,827
25,941
25,941
25,941
amount
Level 1
Level 2
Level 3
at NAV
Financial Liabilities:
$
$
$
$
$
$
8,872,969
8,872,969
$
$
$
63,460,480
$
$
$
63,460,480
$
55,360
$
$
55,369
$
$
$
55,369
Notes payable:
FHLB advances
$
325,095
$
$
318,450
$
$
$
318,450
Unsecured senior debt securities
394,915
417,316
417,316
Junior subordinated deferrable interest debentures
(related to trust preferred securities)
198,366
189,592
189,592
$
918,376
$
$
925,358
$
$
$
925,358
$
23,608
$
$
23,608
$
$
$
23,608
[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
30,
and
2023 was
$
billion and
$
and represented
the unused
portion of
credit facilities
granted to
customers. The notional
letters of
credit
at
30,
and
31,
was
$
million
and
$
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
statements.
Note 25 – Net income per common share
The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the quarters and nine
months ended September 30, 2024 and 2023:
$
155,323
$
136,609
$
436,395
$
446,748
Preferred stock dividends
(353)
(353)
(1,059)
(1,059)
Net income applicable to common stock
$
154,970
$
136,256
$
435,336
$
445,689
Average common shares outstanding
71,807,136
71,794,934
71,882,273
71,676,630
Average potential dilutive common shares
21,266
23,168
29,880
59,884
Average common shares outstanding - assuming dilution
71,828,402
71,818,102
71,912,153
71,736,514
Basic EPS
$
2.16
$
1.90
$
6.06
$
6.22
Diluted EPS
$
2.16
$
1.90
$
6.05
$
6.21
For the quarters
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 financial statements for
the year
ended December
For a
discussion of
the calculation
treasury stock
method, refer
to Note
31 of
the
Consolidated Financial Statements included in the
2023 Form 10-K.
Note 26 – Revenue from contracts with customers
The
table
the
revenue
streams
from
with
customers
by
segment
for
the
BPPR
BPPR
$
35,699
$
2,616
$
105,770
$
7,513
Other service fees:
Debit card fees [1]
25,997
78,308
Insurance fees, excluding reinsurance
11,702
1,684
33,966
5,130
Credit card fees, excluding late fees and membership
fees [1]
26,189
76,828
1,205
8,387
23,664
6,902
20,810
Total revenue from
contracts with customers [2]
$
114,876
$
4,879
$
339,346
$
14,447
[1]
Effective in the third quarter of 2024, the Corporation
reclassified certain interchange fees, which were
previously included jointly with credit card fees
from common network activity,
as debit card fees. For the nine month period ended September
30, 2024, interchange fees of approximately $
22.2
corresponding to the first and second quarters were
reclassified.
[2]
The amounts include intersegment transactions of $
0.6
3.9
million, respectively, for the
quarter and nine months ended September 30, 2024.
BPPR
BPPR
$
34,740
$
2,578
$
102,145
$
7,632
Other service fees:
Debit card fees [1]
24,390
73,489
Insurance fees, excluding reinsurance
11,487
1,535
34,437
4,130
Credit card fees, excluding late fees and membership
fees [1]
25,336
77,128
1,255
6,820
19,454
6,540
19,304
Total revenue from
contracts with customers [2]
$
109,313
$
4,666
$
325,957
$
13,671
[1]
Effective in the third quarter of 2024, the Corporation
reclassified certain interchange fees, which were
previously included jointly with credit card fees
from common network activity,
as debit card fees. For the quarter and nine month
period ended September 30, 2023, interchange fees
of approximately
$
33.8
million were reclassified.
[2]
The amounts include intersegment transactions of $
1.2
million, respectively, for the
quarter and nine months ended September 30,
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
that have
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
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
presented in
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
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
condition
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
settlement
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
earned
related
to
policy
cancellations.
Contingent
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.
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
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
30.3
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
$
7,818
$
28,553
$
20,088
$
14,681
$
12,221
40,309
$
123,670
$
(15,505)
$
108,165
Finance Leases
1,156
4,692
4,462
3,105
2,432
10,908
26,755
(2,962)
23,793
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
$
$
1,071
$
2,272
$
2,966
Interest on lease liabilities
Operating lease cost
7,626
7,924
22,964
23,578
Short-term lease cost
Variable lease cost
Sublease income
(20)
(20)
(61)
(46)
Total lease cost
[1]
$
8,812
$
9,344
$
26,444
$
27,719
[1]
Total lease cost
is recognized as part of net occupancy expense, except
for the net gain recognized from sale and leaseback
transactions which
was included as part of other operating income.
The
table
supplemental
cash
flow
and
other
related
related
to
and
finance
leases.
Nine months ended September 30,2024
Cash paid for amounts included in the measurement of
lease liabilities:
Operating cash flows from operating leases
$
23,500
$
23,218
Operating cash flows from finance leases
Financing cash flows from finance leases
2,717
3,557
ROU assets obtained in exchange for new lease obligations:
$
1,618
$
4,864
1,796
Weighted-average remaining lease term:
7.2
years
7.3
years
8.2
years
7.8
years
Weighted-average discount rate:
3.3
%
3.2
%
3.7
%
3.8
%
As
of
30,
2024,
the
had
leases
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:
Personnel Cost:
Service cost
$
$
$
$
Interest cost
7,558
7,886
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
5,367
(548)
(553)
Total net periodic
pension cost
$
3,130
$
4,662
$
$
1,015
Personnel Cost:
Service cost
$
$
$
$
Interest cost
22,675
23,661
4,264
4,561
Expected return on plan assets
(25,782)
(25,774)
Amortization prior service cost/(credit)
Amortization of net loss
12,498
16,099
(1,644)
(1,659)
Total net periodic
pension cost
$
9,391
$
13,986
$
2,715
$
3,045
The Corporation paid the following contributions to the plans for the nine months ended September 30, 2024 and expects to pay the
following contributions for the year ending December
31, 2024.
For the nine months ended
For the year ending
December 31, 2024
$
$
$
5,012
$
5,744
Note 29 - Stock-based compensation
Incentive Plan
On May 12, 2020,
the shareholders of the
Corporation approved the Popular,
Inc. 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. These grants include ratable vesting over five or four
years commencing at the date of grant (“the graduated vesting portion”) with a portion 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 have ratable vesting 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
For equity
settled awards
based
on a
market condition,
the
is
determined as
of the
grant date
and
is not
subsequently revised
actual
performance.
The
ROATCE
metric
is
to
be
a
performance condition
under ASC
The
is
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
241,744
86.60
Performance Shares Quantity Adjustment
6,739
85.37
Vested
(285,048)
75.54
(2,952)
64.83
Non-vested at September 30, 2024
260,379
$
67.13
During
the
quarter
ended
30,
2024,
shares
of
stock
30,
–
)
were
awarded
to
management under
the Incentive
Plan.
quarters ended
and
2023,
no
performance shares
were
awarded to management
under the Incentive
Plan.
For the nine
months ended September
176,519
shares of
stock
30,
–
200,303
)
and
65,225
shares
30,
51,355
)
were
awarded
to
management under the Incentive Plan.
During
the
quarter
ended
30,
2024,
the
$
1.8
million
of
stock
expense
related
to
incentive
awards,
with
a
tax
benefit
of
$
0.4
million
30,
$
2.0
with
a
tax
benefit
of
$
0.4
For
the
nine
months
ended
30,
2024,
the
$
12.3
million
of
stock
expense
related to management
incentive awards, with a
tax benefit of
$
2.0
million (September 30, 2023
- $
9.7
million, with a
tax benefit of
$
1.5
million). For the nine months ended
September 30, 2024, the fair market
value of the restricted stock
and performance shares
vested was $
16.9
million at grant
date and $
23.2
million at vesting date.
This differential triggers
a windfall of
$
2.3
million that was
recorded as a
reduction on income tax
expense. During the quarter ended
September 30, 2024, the
Corporation recognized $
(0.5)
million of performance shares benefit, with a tax benefit of $
(32)
thousand due to performance shares target adjustment (September
30,
$
0.1
with
a
tax
benefit
of
$
thousand).
For
the
nine
months
ended
30,
2024,
the
recognized $
3.5
million of performance shares expense, with a tax
benefit of $
0.2
3.6
million, with a
tax
benefit
of
$
0.1
The
total
unrecognized
compensation
cost
related
to
non-vested
stock
awards
and
performance shares to members of management at September 30, 2024 was $
13.9
million and is expected to be recognized over a
weighted-average period of
1.65
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
24,279
89.22
Vested
(24,279)
89.22
Non-vested at September 30, 2024
$
The
equity
awards
granted
to
members
of
the
Board
of
Directors
of
Inc.
(the
“Directors”)
will
vest
and
become
non-
forfeitable on the
grant date of
such award. Effective
in May 2019,
all equity awards
granted to the
Directors may be
paid in either
unrestricted stock
or RSUs
at each
Directors election.
If RSUs
are elected,
the Directors
may defer
the delivery
of the
shares of
common stock
underlying the
RSUs award
until their
retirement. To
that cash
dividends are
paid on
outstanding common stock, the Directors
will receive an additional number of RSUs
that reflect a reinvested dividend equivalent.
For 2024
and 2023,
Directors elected
unrestricted stock.
2024,
1,281
RSUs
and
no
shares of unrestricted stock were granted to the
Directors (September 30, 2023 -
1,384
no
shares of unrestricted
stock)
and
the
expense
related
to
these
shares
of
$
0.1
million
with
a
tax
benefit
of
$
thousand
30,
$
0.1
million
with
a
tax
benefit
of
$
thousand).
For
the
nine
months
ended
30,
2024,
the
granted
22,887
1,392
shares of unrestricted stock to the
Directors (September 30, 2023 -
35,412
2,300
shares
of
unrestricted
stock)
and
the
$
2.2
million
of
expense
related
to
these
shares,
with
a
tax
benefit of
$
0.4
million, (September
- $
2.1
million, with
a tax
benefit of
$
0.4
at vesting
date of
the
shares vested during the nine months ended September
30, 2024 for the Directors was $
2.2
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
income
Amount
income
Computed income tax expense at statutory rates
$
74,169
%
$
68,426
%
Net benefit of tax exempt interest income
(29,055)
(13)
(22,862)
(13)
Effect of income subject to preferential tax rate
(327)
(199)
Deferred tax asset valuation allowance
1,355
Difference in tax rates due to multiple jurisdictions
(6,764)
(3)
(2,839)
(2)
U.S., States, and local taxes
3,429
2,436
Others
(458)
$
42,463
%
$
45,859
%
Amount
income
Amount
income
Computed income tax expense at statutory rates
$
215,582
%
$
218,409
%
Net benefit of tax exempt interest income
(91,035)
(16)
(72,080)
(13)
Effect of income subject to preferential tax rate
(475)
(775)
Deferred tax asset valuation allowance
2,779
(2,217)
Difference in tax rates due to multiple jurisdictions
(11,893)
(2)
(11,879)
(3)
Other tax benefits
(4,500)
(1)
Tax on intercompany
distributions
[1]
24,325
U.S., States, and local taxes
6,669
8,829
Others
(2,962)
(1)
(4,611)
(1)
$
138,490
%
$
135,676
%
[1]
16.5
million of out-of-period adjustment.
For the quarter and nine months
ended September 30, 2024, the Corporation recorded an income
tax expense of $
42.5
$
138.5
million respectively, compared to
$
45.9
135.7
million for the respective periods
of 2023. During the
first quarter
of
2024,
the
a
tax
expense
related
to
tax
withholding
on
certain
intercompany
distributions,
to
$
22.9
million, out of
which $
16.5
million corresponded to
years 2014-2023 and
$
6.5
million was related
to a
distribution completed
during the period ended
March 31, 2024, as
previously disclosed.
As a result
of this adjustment, the deferred
tax assets related to
NOL of the Bank Holding Company (BHC) and
its related valuation allowance was reduced
by $
53.7
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
$
$
20,192
$
20,455
Net operating loss and other carryforward available
54,294
609,814
664,108
Postretirement and pension benefits
36,895
36,895
248,766
24,588
273,354
Depreciation
6,774
6,864
13,638
Deferred loan origination fees/cost
2,470
(2,323)
FDIC-assisted transaction
152,665
152,665
Lease liability
26,138
16,913
43,051
Unrealized net loss on investment securities
237,859
13,489
251,348
Difference in outside basis from pass-through entities
47,413
47,413
Mortgage Servicing Rights
14,854
14,854
44,651
9,136
53,787
873,042
698,673
1,571,715
Deferred tax liabilities:
Intangibles
87,422
54,256
141,678
Right of use assets
23,725
14,806
38,531
Loans acquired
17,123
17,123
7,139
7,561
tax liabilities
135,409
69,484
204,893
Valuation allowance
71,596
378,911
450,507
Net deferred tax asset
$
666,037
$
250,278
$
916,315
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
tax liabilities
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 deferred tax assets
shown in the table above at September 30, 2024, is reflected in the consolidated statements of financial
condition as
$
917.8
million
in net
deferred tax
assets in
the
“Other assets”
caption
(December 31,
$
1.0
billion) and
$
1.5
million in deferred tax liabilities in the “Other liabilities” caption
(December 31, 2023 - $
1.3
million), reflecting the aggregate deferred
tax assets or
liabilities of individual
tax-paying subsidiaries of the
Corporation in their
respective tax jurisdiction, Puerto
Rico or the
United States.
2024, the net
deferred tax assets
of the U.S.
operations amounted to
$
million with a
valuation allowance 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
period ended
- These
historical financial
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
over the
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
2024, after weighting all positive and negative
evidence, the Corporation concluded that it is more likely
than not that approximately
$
the deferred
U.S. operations,
comprised mainly
of net
operating losses,
will be
realized. The
based
this
determination
on
its
to
realize
the
deferred
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
Significant
adverse
changes
or
a
combination of changes in these factors could impact
the future realization of the deferred tax assets.
30, 2024, the
Corporation’s net
deferred tax assets
related to its
operations amounted to
$
The
Puerto
Rico
Banking
operation
has
a
historical
record
of
profitability.
This
is
a
strong
piece
of
objectively verifiable
positive evidence
that outweighs
any negative
evidence considered
by Management
in the
evaluation of
the
realization
of
the
deferred
tax
assets.
Based
on
this
evidence
and
of
future
taxable
income,
the
Corporation 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
insufficient to
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 September 30, 2024.
The reconciliation of unrecognized tax benefits, excluding
interest, was as follows:
January 1
$
1.5
$
2.5
March 31
$
1.5
$
2.5
June 30
$
1.5
$
2.5
Balance at September 30
$
1.5
$
2.5
the total
accrued interest
recognized in
the statement
of financial
condition amounted
to $
2.4
million
31,
$
2.3
The
total
expense
at
30,
was
$
thousand,
(September 30, 2023– $
thousand). Management determined that at September 30, 2024 and
December 31, 2023, there was
no
need to
accrue for
the payment
of penalties.
policy is
to report
interest related
to unrecognized
tax benefits
in
income
tax
expense,
while
the
penalties,
if
any,
are
in
other
in
the
consolidated
of
operations.
After consideration
of the
effect on
U.S. federal
tax of
unrecognized U.S.
state tax
benefits, the
total amount
of unrecognized
tax
benefits that if
recognized, would affect
the Corporation’s effective
tax rate, was
3.0
million at September
(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
the level
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
income tax
returns in
Puerto
Rico, the
U.S. federal
jurisdiction, various
U.S. states
and
political subdivisions, and foreign jurisdictions. At September 30, 2024, the following years remain subject to examination in the U.S.
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 nine months ended
September 30, 2024 and
September 30, 2023 are listed in the following table:
Non-cash activities:
Loans transferred to other real estate
$
34,756
$
48,704
Loans transferred to other property
61,447
53,021
Total loans transferred
to foreclosed assets
96,203
101,725
Loans transferred to other assets
37,495
15,738
Financed sales of other real estate assets
8,551
7,617
Financed sales of other foreclosed assets
39,283
38,136
Total financed sales
of foreclosed assets
47,834
45,753
Financed sale of premises and equipment
59,628
59,345
Transfers from loans held-in-portfolio to
loans held-for-sale
7,505
55,497
Transfers from loans held-for-sale to loans
5,084
3,772
Loans securitized into investment securities
[1]
11,162
35,958
Trades receivable from brokers and counterparties
4,983
11,823
Trades payable to brokers and counterparties
3,540
14,761
Net change in receivables from investments maturities
176,000
176,000
Recognition of mortgage servicing rights on securitizations
or asset transfers
1,814
Loans booked under the GNMA buy-back option
2,836
2,805
Capitalization of lease right of use asset
2,553
14,672
[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.
$
418,168
$
509,538
Restricted cash and due from banks
9,426
25,797
Restricted cash in money market investments
8,072
5,903
Total cash and due
from banks, and restricted cash
[2]
$
435,666
$
541,238
[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
–
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
activities conducted
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 and the brokerage 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 BHD.
The
of
the
individual
are
the
same
as
those
of
the
Corporation.
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:
BPPR
$
488,008
$
93,128
$
77,514
(6,066)
149,050
6,789
13,023
2,063
390,227
62,356
30,064
12,472
$
125,836
$
28,782
$
$
56,906,693
$
14,306,045
$
(260,464)
Inc.
$
581,136
$
(8,663)
$
$
572,473
71,448
71,448
155,839
8,876
(633)
164,082
15,086
15,471
452,583
(391)
(1,046)
451,146
42,536
(279)
42,463
$
154,618
$
$
$
155,323
$
70,952,274
$
5,887,340
$
(5,516,540)
$
BPPR
$
1,449,594
$
263,832
$
188,576
1,806
447,073
19,909
(56)
1,302
39,349
6,210
1,170,263
197,307
(56)
92,810
23,917
$
404,367
$
53,570
$
$
56,906,693
$
14,306,045
$
(260,464)
Total
$
1,713,426
$
(21,897)
$
$
190,382
190,840
466,926
31,314
(4,034)
494,206
2,233
2,233
45,559
1,161
46,720
1,367,514
7,004
(3,461)
1,371,057
116,727
21,921
(158)
138,490
Net income (loss)
$
457,937
$
(21,127)
$
(415)
$
436,395
$
70,952,274
$
5,887,340
$
(5,516,540)
$
BPPR
$
453,879
$
87,445
$
51,899
(6,644)
144,691
5,894
(134)
23,000
12,880
1,962
369,738
58,341
(134)
40,861
5,358
$
122,708
$
11,011
$
$
57,039,000
$
12,806,630
$
(448,100)
Inc.
$
541,325
$
(7,305)
$
$
534,020
45,255
(138)
45,117
150,451
10,179
(1,081)
159,549
23,000
23,000
14,842
15,223
427,945
(1,159)
426,966
46,219
(396)
45,859
$
133,720
$
2,847
$
$
136,609
$
69,397,530
$
5,554,370
$
(5,214,964)
$
69,736,936
BPPR
$
1,356,774
$
265,033
$
126,952
3,328
435,966
18,165
(404)
1,453
23,000
36,424
5,661
1,119,522
182,809
(404)
120,996
16,184
$
387,393
$
51,284
$
$
57,039,000
$
12,806,630
$
(448,100)
Total
$
1,621,809
$
(24,465)
$
$
130,280
(334)
129,946
453,727
32,905
(4,651)
481,981
2,385
2,385
23,000
23,000
42,085
1,095
43,180
1,301,927
(146)
(3,391)
1,298,390
137,180
(1,006)
(498)
135,676
$
438,679
$
8,831
$
(762)
$
446,748
$
69,397,530
$
5,554,370
$
(5,214,964)
$
69,736,936
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 and nine
months ended September 30,
2024, BPPR did
no
t participate in loans originated by PB (2023 – $
million, respectively). At September 30, 2024,
total assets for the BPPR segment related to its operations in the United States amounted to $
1.6
billion (December 31, 2023 - $
1.5
billion), including $
million in multifamily loans (December
31, 2023 - $
million), $
million in commercial real
estate loans
- $
million), $
C&I loans (December
- $
million), and $
personal
loans
31,
$
During
the
nine
months
ended
30,
2024,
the
BPPR
segment
generated
$
91.2
million
(2023
$
86.0
million)
in
revenues from
its
in
the
United
States,
net
interest income, service charge on deposit accounts and other service fees. In the Virgin Islands, the BPPR segment
offers banking
products, including loans
and deposits. At
September 30, 2024,
total assets for
the BPPR segment
related to its
operations in the
U.S. and
British Virgin
Islands amounted
to $
1.0
billion (December
- $
1.0
billion). The
BPPR segment
generated $
32.3
revenues during
2024 (2023
- $
33.6
million) from
its operations
in the
U.S. and
British Virgin Islands.
Geographic Information
Quarter ended
Revenues:
[1]
$
582,953
$
539,985
$
1,735,035
$
1,623,963
133,067
131,698
386,819
389,463
Other
20,535
21,886
63,881
65,899
Total consolidated
revenues
$
736,555
$
693,569
$
2,185,735
$
2,079,325
[1]
Total revenues include
net interest income, service charges on deposit accounts,
other service fees, mortgage banking activities, net
(loss) gain,
including impairment, on equity securities, net gain on trading
account debt securities, net loss on sale of loans, including
valuation adjustments
on loans held-for-sale, adjustments to indemnity reserves
on loans sold, and other operating income.
Selected Balance Sheet Information:
$
54,200,914
$
54,181,300
Loans
23,672,112
22,519,961
50,759,657
51,282,007
$
15,883,947
$
15,343,156
Loans
11,998,043
12,006,012
11,203,741
10,643,602
Other
$
1,238,213
$
1,233,699
Loans
[1]
530,321
543,299
[2]
1,705,103
1,692,634
[1]
Represents loans from BPPR operations located in the U.S.
and British Virgin Islands.
[2]
Represents deposits from BPPR operations located in the
U.S. and British Virgin Islands.
AND RESULTS OF OPERATIONS
This
report
discussion
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
principal banking
Banco
Popular
de
(“BPPR”), as
well as
broker-dealer,
auto
and
equipment
leasing and financing, and insurance services through
specialized subsidiaries. In the U.S. mainland, the Corporation
provides retail,
commercial banking
services, as
well as
and financing,
-chartered banking
subsidiary, Popular Bank (“PB” or “Popular U.S.”), which has branches located in New York,
New Jersey and Florida. Note 32 to the
Consolidated Financial Statements presents information
about the Corporation’s business segments.
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
that
provide
electronic
and
internet-based
solutions
and
services,
could
affect
its
profitability.
The
continuously
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.
OVERVIEW
Table 1 provides selected financial data and performance indicators for the quarters ended
Table 1 - Financial Highlights
Financial Condition Highlights
Ending balances at
Average for the nine months ended
$
$
$
(468,083)
$
6,663,967
$
6,965,588
$
(301,621)
25,280,451
25,148,673
131,778
27,701,911
27,463,370
238,541
Loans
1,131,204
35,411,807
32,732,877
2,678,930
Earning assets
68,011,715
67,216,816
794,899
69,777,685
67,161,835
2,615,850
564,919
72,851,597
70,209,477
2,642,120
50,258
64,521,953
62,304,083
2,217,870
973,736
1,078,332
(104,596)
1,039,130
1,274,682
(235,552)
Total liabilities
65,532,560
65,611,202
(78,642)
66,530,111
64,430,204
2,099,907
643,561
6,321,486
5,779,273
542,213
Note: 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.
Operating Highlights
$
572,473
$
534,020
$
38,453
$
$
$
94,185
71,448
45,117
26,331
190,840
129,946
60,894
164,082
159,549
4,533
494,206
481,981
12,225
Operating expenses
467,321
465,984
1,337
53,055
Income before income tax
197,786
182,468
15,318
574,885
582,424
(7,539)
42,463
45,859
(3,396)
138,490
135,676
2,814
$
155,323
$
136,609
$
18,714
$
436,395
$
446,748
$
(10,353)
Net income applicable to common stock
$
154,970
$
136,256
$
18,714
$
435,336
$
445,689
$
(10,353)
Net income per common share – basic
$
2.16
$
1.90
$
0.26
$
6.06
$
6.22
$
(0.16)
Net income per common share – diluted
$
2.16
$
1.90
$
0.26
$
6.05
$
6.21
$
(0.16)
Dividends declared per common share
$
0.62
$
0.55
$
0.07
$
1.86
$
1.65
$
0.21
Selected Statistical Information
Common Stock Data
End market price
$
100.27
63.01
$
100.27
63.01
Book value per common share at period end
80.35
61.49
80.35
61.49
Profitability Ratios
Return on assets
0.84
%
0.75
%
0.79
%
0.84
%
Return on common equity
8.82
8.17
8.43
9.13
2.43
2.37
2.41
2.52
Net interest spread (taxable equivalent) - Non-GAAP
2.66
2.54
2.65
2.70
Net interest margin
3.24
3.07
3.20
3.14
Net interest margin (taxable equivalent) - Non-GAAP
3.47
3.24
3.44
3.32
Capitalization Ratios
Average equity to average assets
8.86
%
8.26
%
8.68
%
8.23
%
Common equity Tier 1 capital
16.42
16.81
16.42
16.81
Tier I capital
16.48
16.87
16.48
16.87
Total capital
18.24
18.67
18.24
18.67
Tier 1 leverage
8.67
8.41
8.67
8.41
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
measures provide
meaningful information
about the
underlying performance
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
to
analyzing
the
results
on
a
basis,
the
“adjusted
net
income”
of
the
Corporation and excludes the impact of certain transactions on the results of its operations. Management believes that the “adjusted
net
income”
meaningful
about
the
of
the
ongoing
operations.
The
“adjusted net income” is a non-GAAP financial measure.
The following table presents the
adjusted net income for the
nine months ended of September 30,
There were no non-GAAP
adjustments for the nine months ended September
Table 2 - Adjusted Net Income
for the Nine Months Ended September 30, 2024 (Non-GAAP)
(Unaudited)
Income before
income tax
Income tax
expense
Total
U.S. GAAP Net income
$574,885
$138,490
$436,395
Non-GAAP Adjustments:
FDIC Special Assessment [1]
14,287
(5,234)
9,053
Adjustments related to intercompany distributions [2]
6,400
16,483
22,883
Adjusted net income (Non-GAAP)
$595,572
$127,241
$468,331
[1] Expense recorded during the first quarter of 2024 related
to the November 16, 2023 FDIC Special Assessment
to recover the losses to the deposit
insurance fund used by the FDIC in connection with the receiverships
of several failed banks. The special assessment amount
and collection period
may change as the estimated loss is periodically adjusted or
if the total amount collected varies.
[2] Income tax expense and other related expenses from
prior periods, but recorded during the first quarter
of 2024, related to withholding taxes on
certain distributions from U.S. subsidiaries.
Net interest income on a taxable equivalent basis
– Non-GAAP Financial Measure
income on
a taxable
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
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,
net interest income has been converted to a taxable
equivalent basis, using the applicable statutory
income tax rates for each period
on those interest earning assets that are
tax exempt. In addition, this measure is also
impacted by a portion of interest cost
Puerto
Rico
tax
law
to
be
disallowed,
based
on
an
equal
proportion
of
tax-exempt
assets
to
total
assets,
and
by
an
allocation of general and
administrative expenses attributed to
exempt income, reducing the
benefit of the tax
exempt income. The
effective yield, on
a taxable equivalent basis,
will vary depending on
the level of
these expenses that are
attributed to the
exempt income.
Net interest income on
a taxable equivalent basis, with
its different components, along
with the reconciliation to net
(GAAP), for the
quarter ended September 30,
2024 as compared 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.
common equity
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
or other
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
10 provides
a reconciliation of
total stockholders’ equity
to tangible common
equity and total
assets to tangible
assets
as of
September 30, 2024, and December 31, 2023.
Financial highlights for the quarter ended September 30, 2024
For the quarter ended September 30, 2024, the Corporation recorded net income of $ 155.3 million, compared to net income of
$
136.6
million
for
the
same
the
Net
interest margin
for
the
third
was
3.24%, an
increase of 17 basis
points when compared to
3.07% for the same
quarter of the previous
increase was mainly due
to
higher
yields
in
mainly
due
to
reinvestment
of
in
higher
yielding
U.S.
securities, and to
loan balances
and higher
yields in
almost all
loans portfolios,
which was
by
higher deposit
costs,
principally due
average volume
and higher
cost
of interest-bearing
the
Puerto Rico government and time deposits at PB. On a taxable equivalent basis, the net interest margin was 3.47%, compared
to 3.24% for the same quarter of the previous year.
For the quarter ended September 30, 2024, the Corporation
recorded a provision for credit losses of $71.4 million,
$45.1 million for
the same quarter
of the previous
increase in provision
for credit losses
was mainly reflected
within
loan portfolio
for both
of the
Corporation’s segments.
The increase
was mainly
due to
in the
portfolio during
to net
recoveries recognized
of
2023, and
the changes
in credit
quality and
macroeconomic variables.
In the
U.S. commercial
portfolio, the
release of
$4.4
million was
lower compared
of 2023
due to
the impact
of the
new model
for the
U.S. commercial
real
estate segment that was implemented during that
quarter which resulted in a higher benefit.
Non-interest
income
was
$164.1
million
for
the
quarter,
an
of
$4.5
million
when
to
the
quarter
ended
, mainly
due to
higher other
service fees,
due to
higher credit
and debit
card service
fees as
a result
of
higher volume
of transactions,
by lower
mortgage banking
activities resulting
adjustments of mortgage servicing rights.
Operating
of
$467.3
million
for
the
quarter
were
higher
by
$1.3
million
when
to
the
quarter
ended
September 30, 2023.
Higher operating expenses
were driven mainly
by higher technology
and software expenses,
personnel
costs
and
examination
fees
as
other
taxes,
offset
by
lower
fees
and
a
impairment charge related to our U.S. based leasing
subsidiary recorded in 2023.
Income tax
$42.5 million
quarter was
lower by
$3.4 million
the quarter
30, 2023, mainly due to higher exempt income.
Total
assets at September 30, 2024 amounted to $71.3 billion, compared to $70.8 billion, at
December 31, 2023. The increase
was
driven
by
loan
growth,
mainly
in
the
portfolio,
and
higher
balance
in
(“AFS”)
by
lower
losses,
and
offset
by
a
in
(“HTM”)
securities driven by maturities of U.S. Treasury securities.
Total
2024 increased
by $50.3
2023, mainly
due to higher deposits in PB, mainly those captured
via the online channel.
as of
2024 increased
by $643.6
million from
the December
31, 2023,
to net
income for the nine months ended September 30, 2024 of $436.4 million, the after-tax impact of the decrease in net unrealized
losses
in
the
of
AFS
of
$272.0
million
and
the
net
accretion
of
the
discount
from
reclassified to HTM of $107.0 million,
net of taxes, partially offset
by the repurchases of common stock
for $58.8 million during
the
third
quarter
and
during
the
period
of
$135.4
As
of
30,
2024,
the
tangible book value per common share was $69.04,
an increase of $9.30 from December 31,
Regulatory
capital
ratios
remain
strong.
At
30,
2024,
the
common
equity
tier
capital
ratio
was
16.42%, the tier 1 leverage ratio was 8.67%, and
the total capital ratio was 18.24%. Refer to
Table 9 for capital ratios.
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
and
estimates,
refer
to
the
MD&A
in
the
Form
10-K.
Also,
refer
to
Note
to
the
in
the
Form
10-K
for
a
summary
of
the
and
to
Note 3
to
the
Statements included
in
this Form
10-Q for
recently adopted
accounting standard updates.
OPERATING RESULTS ANALYSIS
NET INTEREST INCOME
Net interest income for
the quarter ended September
30, 2024 was $572.5
million, compared to $534.0
million in the same
quarter
of 2023,
of $38.5
million. Net
on a
taxable equivalent
basis for
2024 was
$612.9
million compared to $563.7 million in the third
quarter of 2023, an increase of $49.2 million.
Net interest margin for the quarter
was 3.24% compared to 3.07% in the
third quarter of 2023 or an
increase of 17 basis points. On
a taxable equivalent basis, net interest margin for the third quarter of 2024 was 3.47%, compared to 3.24% for the same quarter the
prior year. The main variances in net interest income on a taxable
equivalent basis were:
higher interest income from
investment securities by $33.8
million mainly driven higher
yield by 48
basis points, due to
a
higher interest rate environment and reinvestment
of investment maturities in higher yielding U.S.
Treasury bills;
higher interest income from
loans by $69.6 million
resulting from higher balances in
both PB and BPPR
and across most
portfolios and higher yield on loans by 32 basis
points when compared to the same quarter
of 2023.
Partially offset by:
higher interest expense
on interest-bearing deposits
by $56.9 million
driven by a
higher cost of
interest-bearing deposits
by 41 basis points
due to higher average volume
by $884.1 million and
higher cost of market
linked interest-bearing P.R.
Government deposits and higher volume of U.S.
deposits, mainly those captured via the online channel.
for the BPPR
segment amounted to
$488.0 million for
the third quarter
of 2024, compared
to $453.9 million
in
- Net interest
margin increased to
3.41% compared to
3.14% in the
third quarter of
- The increase
in
net interest income of $34.1
million was driven by higher
yields from earning assets and loan
growth partially offset by the
in the
cost of
deposits, mainly
from P.R.
Government deposits.
The cost
of interest-bearing
deposits increased
29 basis
points to
2.55% from 2.25% in
the same quarter of
- Total
deposit costs for the quarter
increased by 21 basis
points, from 1.68% in the
third quarter of 2023 to 1.89%.
Net interest income for
PB was $93.1 million
for the quarter ended
September 30, 2024, compared to
$87.4 million during the
third
2023,
an
increase of
$5.7 million.
margin
decreased 17
basis
points to
2.73%
when compared
to
2.90%
during the third
quarter of 2023.
The decrease in
net interest margin
was mostly driven
by higher balances
and cost of
deposits in
most
of
the
categories,
offset
by
the
in
loan
volume
and
yield.
The
cost
of
deposits was 3.80% compared to 3.31% in the third quarter of 2023,
or an increase of 49 basis points.
Total deposit cost was 3.35%
compared to 2.84%, or a decrease of 51 basis
points in the third 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
$
7,033
$
7,292
$
(259)
5.43
%
5.40
%
0.03
%
$
96,061
$
99,285
$
(3,224)
$
$
(3,535)
27,569
28,396
(827)
2.92
2.31
0.61
Investment securities [1]
202,317
165,319
36,998
41,382
(4,384)
(4)
5.87
4.43
1.44
Trading securities
(49)
Total money market,
investment and trading
34,632
35,722
(1,090)
3.43
2.95
0.48
298,814
264,979
33,835
41,803
(7,968)
Loans:
17,798
16,611
1,187
6.90
6.64
0.26
308,734
277,977
30,757
10,336
20,421
1,129
8.85
8.99
(0.14)
25,102
19,580
5,522
(364)
5,886
1,851
1,669
6.97
6.50
0.47
Leasing
32,241
27,142
5,099
2,022
3,077
7,911
7,504
5.73
5.42
0.31
113,409
101,700
11,709
6,038
5,671
3,211
3,147
14.08
13.39
0.69
112,423
105,042
7,381
4,260
3,121
3,879
3,657
8.94
8.47
0.47
Auto
87,189
78,055
9,134
4,248
4,886
35,779
33,453
2,326
7.56
7.24
0.32
679,098
609,496
69,602
26,540
43,062
$
70,411
$
69,175
$
1,236
5.53
%
5.02
%
0.51
%
Total earning assets
$
977,912
$
874,475
$
103,437
$
68,343
$
35,094
Interest bearing deposits:
$
26,148
$
25,652
$
3.64
%
3.31
%
0.33
%
NOW and money market [2]
$
238,923
$
213,957
$
24,966
$
26,317
$
(1,351)
14,322
14,875
(553)
0.92
0.73
0.19
Savings
33,169
27,373
5,796
6,429
(633)
9,069
7,986
1,083
3.46
2.62
0.84
78,893
52,791
26,102
16,893
9,209
49,539
48,513
1,026
2.82
2.41
0.41
350,985
294,121
56,864
49,639
7,225
14,968
15,038
(70)
Non-interest bearing demand
64,507
63,551
2.16
1.84
0.32
350,985
294,121
56,864
49,639
7,225
(7)
5.62
5.45
0.17
1,430
1,478
(48)
(92)
Other medium and
1,172
(222)
5.32
5.20
0.12
long-term debt
12,560
15,167
(2,607)
(3,022)
50,590
49,793
2.87
2.48
0.39
liabilities (excluding demand
deposits)
364,975
310,766
54,209
50,098
4,111
4,853
4,344
Other sources of funds
$
70,411
$
69,175
$
1,236
2.06
%
1.78
%
0.28
%
Total source of funds
364,975
310,766
54,209
50,098
4,111
Net interest margin/
3.47
%
3.24
%
0.23
%
income on a taxable
equivalent basis (Non-
GAAP)
612,937
563,709
49,228
$
18,245
$
30,983
2.66
%
2.54
%
0.12
%
Taxable equivalent
40,464
29,689
10,775
3.24
%
3.07
%
0.17
%
non-taxable equivalent basis
(GAAP)
$
572,473
$
534,020
$
38,453
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.
Net interest income for the nine months
ended September 30, 2024 was $1.7 billion, or $94.2 million higher than the same period in
- Taxable
equivalent net interest income
was $1.8 billion,
an increase of
$124.8 million when compared
to the same
period in
Net
margin
was
3.20%,
an
of
six
basis
points
when
to
3.14%
for
the
nine
months
ended
- The
net interest
margin was
mainly driven
by a
higher yield
on earning
assets due
to a
higher
interest rate environment.
Net interest margin,
on a taxable
equivalent basis, for
the nine months
ended September 30, 2024,
was
3.44%, an increase of 12 basis points when compared to the 3.32% for the same period of
- The drivers of the variances in net
interest income for the nine-month period are:
Positive variances:
income
from
investment securities
by
$156.8 million
higher yield
of
the portfolio
by
basis
points driven by the
re-investment of maturities and deployment of
liquidity to higher yield short-term
Treasury bills, for which
interest is tax exempt in Puerto Rico;
higher interest income from loans by
$249.5 million reflecting higher interest income from commercial loans
by $122.9 million
due
to
higher
yield
by
basis
points
related
to
higher
rates
in
adjustable-rate
loans
and
higher
volume
of
$1.5
increasing in BPPR and PB, and higher volume and
yield across the rest of the portfolios as shown in
Table 4; and
expense from
$289.6 million
to
the increase
in interest
rates that
has resulted
in a
higher cost in most deposit
categories in both BPPR and PB;
but particularly from P.R
Government deposits that are market-
linked and PB online deposits.
Table 4 – Analysis of Levels & Yields
on a Taxable Equivalent Basis
from Continuing Operations (Non-GAAP)
Period ended September 30,
Average Volume
Average Yields / Costs
Attributable to
Rate
Volume
$
6,664
$
6,966
$
(302)
5.47
%
5.10
%
0.37
%
$
272,893
$
265,785
$
7,108
$
18,902
$
(11,794)
28,271
28,205
2.88
2.18
0.70
Investment securities [1]
610,341
460,641
149,700
148,136
1,564
(2)
5.02
4.52
0.50
Trading securities
1,114
1,084
(87)
Total money market,
investment and trading
34,965
35,203
(238)
3.38
2.76
0.62
884,348
727,510
156,838
167,155
(10,317)
Loans:
17,707
16,206
1,501
6.87
6.50
0.37
910,241
787,381
122,860
47,469
75,391
1,064
8.97
8.79
0.18
71,426
51,178
20,248
1,090
19,158
1,794
1,630
6.86
6.31
0.55
Leasing
92,292
77,135
15,157
7,024
8,133
7,818
7,434
5.67
5.45
0.22
332,626
303,777
28,849
12,819
16,030
3,209
3,082
13.94
13.10
0.84
334,818
302,050
32,768
17,783
14,985
3,820
3,603
8.86
8.31
0.55
Auto
253,511
223,929
29,582
15,682
13,900
35,412
32,733
2,679
7.52
7.13
0.39
1,994,914
1,745,450
249,464
101,867
147,597
$
70,377
$
67,936
$
2,441
5.46
%
4.86
%
0.60
%
Total earning assets
$
2,879,262
$
2,472,960
$
406,302
$
269,022
$
137,280
Interest bearing deposits:
$
25,986
$
24,407
$
1,579
3.62
%
2.93
%
0.69
%
NOW and money market [2]
$
704,396
$
534,567
$
169,829
$
137,718
$
32,111
14,584
14,889
(305)
0.93
0.62
0.31
Savings
101,136
69,262
31,874
30,343
1,531
8,877
7,603
1,274
3.23
2.23
1.00
214,888
126,995
87,893
56,973
30,920
49,447
46,899
2,548
2.76
2.08
0.68
730,824
289,596
225,034
64,562
15,075
15,405
(330)
Non-interest bearing demand
64,522
62,304
2,218
2.11
1.57
0.54
730,824
289,596
225,034
64,562
(71)
5.65
5.02
0.63
3,748
5,987
(2,239)
(2,920)
Other medium and
1,140
(165)
5.18
5.12
0.06
long-term debt
37,799
43,660
(5,861)
(6,013)
50,511
48,199
2,312
2.81
2.16
0.65
liabilities (excluding demand
deposits)
780,471
281,496
225,867
55,629
4,791
4,332
Other sources of funds
$
70,377
$
67,936
$
2,441
2.02
%
1.54
%
0.48
%
Total source of funds
780,471
281,496
225,867
55,629
3.44
%
3.32
%
0.12
%
on a taxable equivalent basis
(Non-GAAP)
1,817,295
1,692,489
124,806
$
43,155
$
81,651
2.65
%
2.70
%
(0.05)
%
Taxable equivalent
125,766
95,145
30,621
3.20
%
3.14
%
0.06
%
non-taxable equivalent basis
(GAAP)
$
$
$
94,185
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 quarter
recorded a provision
for credit losses
related to loans
and unfunded commitments
of $72.3 million,
an increase of
$27.1 million, compared to
the same quarter
of the previous
provision for the loan portfolio increased by $29.3 million. Refer to Note 8 to the Consolidated Financial Statements for details of the
movement of the allowance for credit losses. The drivers of
the increase in the provision for loan losses by business
segments when
comparing the third quarter of 2024,
to the same quarter in 2023 were
as follows:
In the BPPR segment,
the provision for credit losses increased
by $23.1 million, to $77.1 million. The increase was mainly
reflected within the
commercial loan portfolio
driven by net
charge-offs, instead of
net recoveries for
quarter in
2023, along with changes in credit quality and
macroeconomic variables.
In the Popular U.S. segment,
a release of $4.4 million
was recorded for the quarter ended
September 30, 2024 driven by
credit quality,
and improvements in
credit ratings
portfolio. This release
was lower
when
to
the
same
quarter
in
for
which
a
release
of
$10.5
million
was
recorded mainly
driven
by
the
implementation of a new model for the U.S.
commercial real estate portfolio based on more
granular regional data.
For
the
nine
months
ended
30,
2024,
the
a
for
credit
loss
related
to
loans
held-in-
portfolio and unfunded commitments of $190.7 million, an increase of $59.9 million, compared to the nine months ended September
30, 2023. The provision
for the loan portfolio increased
by $63.0 million. The
drivers of the increase in
the provision for loan
losses
by business segments when comparing the nine months
ended September 30, 2024, to the same period
in 2023 were as follows:
In the BPPR segment, the provision for loan losses was of $186.7 million for the nine months ended September 30, 2024,
to
$127.6
million
for
the
nine
months
ended
30,
2023,
attributable
to
higher
in
the
commercial, auto leases and consumer portfolios due
to loan growth,
higher losses, and changes in credit quality.
In
the Popular
U.S. segment,
the provision
for loan
losses was
an expense
of
$2.6
million for
September 30, 2024, compared to
a release of $1.3
million for the same
period in 2023. The
higher provision was driven
by the
reduction in reserves
during the same
period of
2023 due to
the implementation of
a new
model, based on
more
granular regional data, for the U.S. commercial real
estate portfolio.
At
total
allowance for
credit
losses for
$744.3 million,
$729.3
million
as
of
31,
The
ratio
of
the
for
credit
losses
to
loans
was
2.06%
at
to
2.08% at
- Refer
to
Note 8
to
Financial Statements,
for
additional information
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
total allowance
for
credit
losses
for
this
to
$5.4
to
$5.8
million
at
31,
Refer
to
Note
to
Consolidated Financial Statements
for additional information on the ACL for this portfolio.
Non-Interest Income
Non-interest
income
$164.1
million
for
the
30,
to
$159.5 million
for
the
same quarter of the previous year. The main factors that contributed
to the variance in non-interest income were:
higher other service fees by $5.3 million
mainly due to higher credit and debit
card service fees as a result
of higher volume of
transactions;
lower income from mortgage banking activities by
$2.7 million mainly due to a
decrease in the fair value of
mortgage servicing
rights (“MSRs”).
Non-interest income amounted to $494.2 million for the nine months ended September 30, 2024, compared to $482.0 million for the
same period of the previous year. The main factors that contributed to
the variance in non-interest income were:
higher other service
fees by $12.1
million mainly due
to an increase
in debit and
credit cards fees
due to higher
transactional
volume and higher income from the sale and
administration of investment products;
and
higher
service
charges
on
deposit
by
$3.5
million
mainly
due
to
higher
fees
resulting
mainly
from
non-balance
compensation in commercial deposits;
lower
banking
by
$2.4
million
mainly
due
to
a
in
fees
due
to
higher
delinquencies in the serviced portfolio.
Operating Expenses
Operating
to
$467.3
million
for
the
quarter
ended
30,
2024,
an
of
$1.3
when
compared with the same quarter of 2023. The
variance in operating expenses was driven primarily
by:
higher
and
by
$15.5
million
mainly
due
to
higher
IT
consulting
fees
by
$5.8
higher
software amortization expense by $3.9 million and an
increase of $2.9 million from network management
services;
higher other taxes expense by $9.2 million mainly due the reversal of an accrual of
$8.2 million during the third quarter of 2023
related to regulatory examination fees in BPPR;
higher personnel costs by $8.7 million mainly due to higher
salaries by $8.2 million as a result of annual salary
revisions and an
increase in headcount;
higher
by
$2.6
million
mainly
due
to
higher
donations
granted
during
the
quarter,
higher
advertising costs and higher customer rewards programs
expense in our credit card business; and
lower other
real estate
owned (OREO)
benefit by
$2.5 million
to lower
gain on
sale of
properties;
a goodwill
impairment charge
of $23.0
million recorded
of 2023
in our
subsidiary due to lower forecasted cash flows and
an increase in the rate used to discount cash
flows;
lower professional fees by $11.8 million mainly due to a decrease in advisory
expenses arising from corporate initiatives;
and
lower processing
and transactional
services expenses
by $3.6
due to
lower point
of service
(POS) processing
fees,
driven by a lower fee rate and higher
incentive rebates in 2024.
Operating expenses
$1.4 billion
for the
of $53.1
compared with the
same period of
- Excluding the
$6.4 million of
interest accrued related
to prior period
tax withholdings and
the $14.3 million impact of the FDIC Special Assessment, total
expenses for the nine months ended September 30, 2024 increased
by $32.4 million, when compared with the same
period of 2023. The main drivers of
the $32.4 million variance were:
higher technology
and software
expenses by
$33.8 million
IT professional
fees by
$11.2
million, higher
software amortization expense by $9.7 million, an increase of $7.6 million from network management services and an increase
of $2.4 million in application processing and
hosting services;
higher personnel costs by $31.3 million mainly due to higher salaries by $15.9 million as a result of annual salary revisions and
an
in
headcount,
an
in
shares,
and
incentive
compensation
by
$9.6
million
and
higher payroll taxes and other compensation expenses
by $5.3 million;
higher other taxes expense by $6.2 million
mainly due to an increase in
municipal license tax and to the impact
of the reversal
in 2023 of regulatory examination fees in BPPR,
as mentioned above;
higher
by
$5.0
million
mainly
due
to
higher donations,
advertising
and
sponsorship
by
$3.0
million and higher customer rewards programs expense
in our credit card business by $2.0 million; and
higher operational losses by $4.6 million due to
build up on reserves for operational losses;
lower
fees
by
$28.7
million
mainly
due
to
arising
from
corporate
initiatives
those
related to the Corporation's transformation initiative
incurred during the nine months ended September
30, 2023; and
A
goodwill impairment charge
of $23.0 million
recorded during the
of 2023
in our
U.S. based equipment
leasing
subsidiary due to lower forecasted cash flows and
an increase in the rate used to discount cash
flows;
Table 5 - Operating Expenses
Personnel costs:
Salaries
$
135,983
$
127,832
$
8,151
$
394,001
$
378,126
$
15,875
Commissions, incentives and other bonuses
26,350
27,670
(1,320)
95,587
86,025
9,562
Pension, postretirement and medical insurance
16,387
16,985
(598)
50,391
49,871
Other personnel costs, including payroll taxes
23,136
20,665
2,471
74,678
69,358
5,320
Total personnel
costs
201,856
193,152
8,704
614,657
583,380
31,277
Net occupancy expenses
28,031
28,100
(69)
83,764
81,304
2,460
Equipment expenses
9,349
8,905
28,578
26,878
1,700
Other taxes
17,757
8,590
9,167
47,465
41,290
6,175
Professional fees
26,708
38,514
(11,806)
93,370
122,077
(28,707)
Technology and
software expenses
88,452
72,930
15,522
247,666
213,843
33,823
Processing and transactional services:
Credit and debit cards
11,761
13,762
(2,001)
37,644
37,896
(252)
Other processing and transactional services
22,559
24,137
(1,578)
69,966
70,713
(747)
Total processing
and transactional services
34,320
37,899
(3,579)
107,610
108,609
(999)
Communications
5,229
4,220
1,009
14,143
12,483
1,660
Business promotion:
Rewards and customer loyalty programs
16,533
15,988
46,995
44,962
2,033
Other business promotion
9,104
7,087
2,017
25,080
22,067
3,013
Total business
25,637
23,075
2,562
72,075
67,029
5,046
Deposit insurance
10,433
8,932
1,501
44,901
24,600
20,301
Other real estate owned (OREO) income
(2,674)
(5,189)
2,515
(13,745)
(10,197)
(3,548)
Operational losses
5,769
5,504
21,153
16,584
4,569
All other
15,750
17,557
(1,807)
56,140
53,690
2,450
Total other operating
21,519
23,061
(1,542)
77,293
70,274
7,019
(91)
2,233
2,385
(152)
23,000
23,000
Total operating
$
467,321
$
465,984
$
1,337
$
$
$
53,055
Income Taxes
For the quarter and nine months
ended September 30, 2024, the Corporation recorded an income
tax expense of $42.5 million and
$138.5 million with an effective
tax rate (ETR) of
21.5% and 24.1%, respectively,
compared to $45.9 million and
$135.7 million with
an ETR
of 25.1% and
23.3% for the
respective periods of
The lower
income tax expense
for the
quarter ended September
30, 2024, compared
to the same
2023, is mostly
due to the
higher exempt income
recorded for the
current quarter.
For
higher income
tax reflects
the tax
withholding expense
recorded during
the first
quarter on
certain intercompany
distributions, amounting
to $22.9
million, out
of which
$16.5 million
corresponded to
years 2014-
2023 and $6.5
million was related
to a
distribution completed during the
period ended March
31, 2024; this
negative variance was
by the
before tax,
higher exempt
income and
other tax
credits recorded
this year,
compared with
the
same period of year 2023.
had a
net deferred
tax asset
$916 million,
net of
a valuation
allowance of
$451 million. The net deferred tax asset related
to the U.S. operations was $250 million, net of
a valuation allowance of $379 million.
Note 30
to the
a reconciliation
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
income of $0.5 million for the
quarter ended September 30, 2024, compared with
a net income
of
$2.8 million
for the
same quarter
of
the previous
year.
For the
the Corporate
group
reported net loss of
$21.7 million, compared to
a net income
of $8.8 million for
the same period of
the previous year.
The negative
variance was mainly attributed to the $22.9 million adjustment to recognize the tax impact associated with 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 Puerto Rico
reportable segment’s net
income amounted to
$125.8 million for
the quarter ended
30, 2024, compared with
net income of $122.7
million for the same
quarter of the previous year.
The factors that contributed to
the
variance in the financial results included the following:
Higher net interest income by $34.1 million mainly
due to:
higher interest income from money market
and investment securities by $4.9 million
due to higher yields driven
by the reinvestment into higher interest rates U.S.
Treasury securities;
and
higher interest income from loans by $53.6 million
mainly due to higher average balances across all portfolios;
higher interest expense on deposits by $23.9 million mainly due to the higher interest rate environment’s impact
on the cost of P.R. Government deposits.
The net interest margin
for the quarter ended
September 30, 2024 was 3.41%
compared to 3.14% for the
same quarter in the
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
of
$77.1 million,
to
a
provision of
$54.2
million
in
30,
2023, higher by
$22.9 million mainly
in the commercial
portfolio due to
net charge offs
as compared to
net recoveries in
2023, and changes in credit quality in the commercial
portfolio;
Non-interest income was higher by $4.4 million mainly
due to:
higher other service
fees by $4.3
million due to
higher interchange income from
debit and credit
card as result
of higher volume of transactions and higher ancillary
fees;
from mortgage
by $2.6
due to
an unfavorable
variance of
$2.0
million in the fair value adjustment of mortgage service
rights;
Higher operating expenses by $20.6 million mostly due
to:
higher
and
by
$9.9
million
mainly
due
to
higher
IT
fees,
higher
amortization of software costs and higher network management
fees;
higher other operating taxes by $9.4 million due
to the accrual reversal in the quarter ended September
30,2023
related to regulatory examination fees in BPPR by
$8.2 million;
higher personnel costs by $4.0 million driven by
annual salary revisions, and an increase in headcount;
lower net recoveries from
OREO by $2.5 million
mainly due to lower
gain on sale
of mortgage and commercial
properties; and
lower
processing
and
transactional
by
$3.5
million
mainly
due
to
a
lower
point
of
service
(“POS”)
processing fees, driven by a lower fee rate and higher
incentive rebates in 2024; and
lower professional fees of $6.1 million mainly due
to lower consulting fees related to corporate initiatives;
Lower income tax expense by $10.8 million is mainly
due to higher net exempt income.
For
the
30,
BPPR segment
recorded net
income
of
$404.3 million
to
a
net
income of $387.4 million for the same period of the previous year. The factors that contributed to the variance in the financial results
included the following:
Higher net interest income by $92.8 million
mainly due to:
higher interest income from money market and investment
securities by $77.5 million due to higher yields driven
by the re-investments of maturities and deployment
of liquidity to higher yield U.S. Treasury securities;
and
$183.0 million
average balances
from commercial
and consumer loans,
$166.9 million
costs on
the market-linked
Puerto
Rico government deposits.
The net interest
margin for the
nine months ended September
30, 2024 was
3.38% compared to
3.24% for the
same period in
the
previous
year.
The
in
net
margin
is
driven
by
the
assets
mix
and
the
higher
yields
from
securities and loans, due to the increase in
rates; partially offset by higher cost of deposits.
An
unfavorable variance
of
$58.8
million
on
the
provision for
loan
losses
mainly
attributable to
higher reserves
in
the
commercial, auto leases and consumer portfolios
due to loan growth, higher losses, and changes
in credit quality;
Non-interest income was higher by $11.1 million mainly due to:
higher other service fees by $9.4 million mainly due to higher debit and credit card fees by $5.0 million as result
of higher volume of customer transactions; and
higher
service
charges
on
deposit
by
$3.6
million
mainly
due
to
higher
fees
from
non-
balance
compensation in commercial deposits;
from mortgage
by $2.3
due to
an unfavorable
variance of
$2.0
million in the fair value adjustment of mortgage service
rights.
Higher operating expenses by $53.6 million mostly due
to:
higher
personnel
costs
by
$19.3
million
driven
by
annual
salary
revisions,
an
in
headcount,
an
increase in restricted shares, higher commissions and
incentive compensation, and an increase in payroll
taxes;
higher technology and software expenses by $19.0 million mainly due to higher amortization of software, higher
IT consulting fees, higher network management fees
and higher application and hosting services;
higher
FDIC
deposit
expense
by
$15.1
million
due
to
$12.7
million
on
FDIC
Special
Assessment
recorded in the first quarter of 2024;
higher
other
by
$6.5
million
mostly
due
to
higher
charges
from
the
segment
group;
higher other operating taxes by $5.7 million due to reversal in the nine-month period ended September 30,2023
related to regulatory examination fees in BPPR by
$8.2 million;
higher business promotions by $4.0 million due to higher donations,
advertising and sponsorship expenses, and
higher customer rewards expense in credit card business;
lower professional
fees of
$17.5 million
to
lower advisory
costs associated
with several
initiatives
including the Corporations transformation initiatives;
higher net
recoveries from
OREO by
$3.6 million
to an
gain on
sale of
commercial properties;
Lower income
tax
$28.2 million
is mainly
due to
higher net
exempt income
and
higher tax
credit
during this period.
For
the
quarter
ended
30,
2024,
the
segment
of
Popular
U.S.
a
net
income
of
$28.8
compared with a net income of $11.0 million for the same quarter of the
previous year. The factors that contributed to the variance in
the financial results included the following:
Higher net interest income by $5.7 million due
to:
$14.3 million,
portfolio as
well as
higher yields due to higher interest rates; and
higher
income
from
money
market
and
by
$17.9
million
due
to
higher
yields,
mainly in money markets;
$27.3 million
mainly
due
to
rates
and
The
net
margin
for
the
30,
was
2.73% compared
to
2.90%
for
the
same
quarter in
the
previous year driven by the higher cost of deposits.
An unfavorable variance of $6.1 million on the provision for loan losses reflecting a release of the reserve for credit losses
of
$4.4
million
for
the
third
quarter
of
to
a
release
of
$10.5
million
in
the
quarter
ended
September 30, 2023;
A favorable variance of $5.5 million in the reserve
for unfunded commitments, mainly related to
the construction portfolio;
Lower operating expenses by $18.9 million mostly
due to:
the
goodwill impairment
charge
our U.S.
based leasing
subsidiary of
$23.0 million
recorded in
the
third
2023, due
to
lower forecasted
and
in the
rate used
to
discount cash
flows;
higher personnel costs and technology and software
expenses by $3.6 million;
Higher income tax expense by $7.1 million is related
to higher income before tax.
For the
the reportable
segment of
recorded a
net income
of $53.6
compared with a net income of $51.3 million for the same period of the previous year.
The factors that contributed to the variance in
the financial results included the following:
Lower net interest income by $1.2 million due
to:
$114.6
due to
rates and
balance;
$61.0 million,
portfolio as
well as
higher yields due to higher rates; and
higher interest income
from money market
and investment securities
by $49.6 million
due to higher
yields and
higher average balance.
The net interest margin for
the nine months ended September
30, 2024 was 2.64% compared to
3.08% for the same quarter
in the
An unfavorable variance of $3.8 million
on the provision for loan losses reflecting
a release mainly due to the reduction
in
reserves in 2023
due to the
implementation of a
new model, based
on more granular
regional performance, for
the U.S.
commercial real estate portfolio;
A favorable variance of $5.4 million in the reserve
for unfunded commitments, mainly related to
the construction portfolio;
Lower operating expenses by $8.0 million mostly
due to:
the goodwill impairment
charge related to
our U.S. based
leasing subsidiary of
$23.0 million recorded in
2023,
due to lower forecasted cash flows and an increase
in the rate used to discount cash flows;
lower professional fees of
$4.0 million mainly due
to lower costs associated with
corporate initiatives and lower
legal fees;
higher personnel costs by $2.1 million driven by
higher annual salary revisions and increase in headcount;
higher
and
by
$5.5
million
mainly
due
to
higher
network
fees,
higher amortization of software costs and higher IT
consulting fees;
higher
other
expense
by
$5.7
million
mainly
due
to
higher
charges
allocated
from
the
segment group;
and
higher FDIC deposit insurance expense by $5.3
million mostly due to FDIC Special Assessment;
Higher income tax expense by $7.7 million due
to a higher net income before income tax.
FINANCIAL CONDITION ANALYSIS
Assets
The Corporation’s total assets were $71.3
billion at September 30, 2024,
compared to $70.8 billion at December
31, 2023. Refer to
the Consolidated Statements of Financial Condition
included in this report for additional information.
Money market investments and debt securities available-for-sale
and held-to-maturity
Money market investments decreased by
$468.1 million as of
September 30, 2024, when
compared to December 31,
2023, driven
by lower
deposits and
loan growth.
increased $457.1
million, mainly
due to
reinvestment of
U.S.
Treasury Securities
and the
decrease in
the unrealized
losses of
AFS securities
of $329.0 million.
Debt securities
decreased by
$328.7 million
driven by
maturities and
paydowns, partially
offset by
the accretion
of $133.8
the discount
related to U.S. Treasury
securities previously reclassified from the
AFS to HTM.
Refer to Note 5
and to Note 6
to the Consolidated
for
with
respect
to
the
debt
and
held-to-
maturity.
Loans
Refer to Table
6 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.
increased by
$1.1 billion
to $36.2
billion as
of September
- The
BPPR portfolio increased by $1.2 billion, driven by the growth in the commercial, mortgage
and auto loan portfolios, and the PB loan
portfolio decreased by $0.1 billion, due in part
by commercial loans payoffs, offset by growth in the
construction loan portfolio.
$5.2 billion
non-owner occupied
commercial real
estate portfolio
is comprised
of $3.2
billion in
BPPR and
$2.0
billion in Popular U.S. and
is well diversified across a number
of tenants in different industries
and segments with exposure to retail
(34%
of
non-owner
CRE),
hotels
(19%)
and
office
space
(14%)
for
two
thirds
of
the
total
exposure.
The
approximate $708 million office space
exposure represents only 2.0% 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 BPPR and Popular
U.S.
Popular’s $2.4 billion commercial multi-family
portfolio represents approximately 7% of
total loans and is
concentrated in New York
Metro ($1.5
billion), South Florida ($698 million)
and Puerto Rico ($192
million). In the New York
Metro region, the Corporation has
no exposure to rent controlled buildings. The
rent stabilized units represent less than
40% of the total units in
the loan portfolio with
the majority originated after 2019.
Table 6 - Loans Ending Balances
Loans held-in-portfolio:
$
$
$
(10,318)
97,960
11,758
274,432
373,832
959,280
154,027
Leasing
155,243
297,431
51,146
69,691
65,953
3,738
(72,072)
Auto
157,827
Other
169,265
160,441
8,824
149,463
Total loans held-in
-portfolio
$
$
$
1,129,996
Loans held-for-sale:
$
5,509
$
4,301
$
1,208
Total loans held-for-sale
$
5,509
$
4,301
$
1,208
$
$
$
1,131,204
$1.8 billion
$2.0 billion
at December
The decrease
in
other assets was
driven by unsettled
trade receivables related
to proceeds from
maturities of U.S.
Treasury securities
and interest
payments from
the fourth
2023 which
were received
in the
first quarter
of 2024.
Note 12
to the
Financial Statements
for a
breakdown of
the principal
categories that
comprise the
caption of
“Other Assets”
in the
Statements of Financial Condition at September 30,
2024 and December 31, 2023.
The
total
were
$65.5
billion
at
30,
2024,
a
of
$78.6
when
to
December 31, 2023. The following is a discussion
of the significant changes in liabilities.
Deposits and Borrowings
The composition of the Corporation’s financing to total assets
at September 30, 2024 and December 31,
2023 is included in Table 7.
Table 7 - Financing to Total
Assets
% increase (decrease)
% of total assets
from 2023 to 2024
Non-interest bearing core deposits
$
15,276
$
15,420
(0.9)
%
21.4
%
21.8
%
Interest-bearing core deposits
43,346
43,571
(0.5)
60.8
61.6
Interest-bearing other deposits
5,047
4,627
9.1
7.1
6.5
Repurchase agreements
(39.6)
0.1
0.1
(6.9)
1.3
1.4
(2.7)
1.2
1.3
5,790
5,147
12.5
8.1
7.3
Total Deposits
The Corporation’s deposits totaled $63.7 billion as of
September 30, 2024, compared to $63.6 billion as
of December 31, 2023. An
increase in the P.R. public sector, as well as an increase in interest-bearing deposits, were the main drivers of the $0.1
billion
increase during the period.
Excluding
P.R
.
public
as
of
30,
2024,
to
$45.0
to
$45.6
billion
as
of
31,
This
$0.6
billion
a
of
$0.9
billion
in
low-cost
deposits, partially offset by a $0.5 billion increase
in higher cost interest-bearing deposits, mainly related to time deposits in Popular
Bank.
In BPPR, deposit
balances, excluding P.R
public funds, have been
impacted during 2023 and
2024 by outflows driven
by changes
in client
behavior,
mainly by
commercial and
affluent retail
clients seeking
products that
provide for
high rates
in the
current rate
environment, along with significant spending and use
of balances including the retail client base, which
had experienced an increase
in average deposit balances during the pandemic driven by federal incentives. Notwithstanding this decrease, average retail deposit
balances at BPPR are still higher than pre-pandemic
levels.
As
of
30,
2024,
the
Puerto
Rico
public
sector
to
$18.7
to
$18.1
billion
as
of
Approximately 29% of the Corporation’s deposits as of September 30, 2024 are funds deposited by 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.
During the second
2024, approximately
$800 million of low-cost government-related accounts
managed by our fiduciary services group were
repriced to market-linked rates.
Fluctuations of public sector deposit balances are uncertain
and difficult to predict. Factors that could impact these
balances include,
but are not limited to, the receipt
of funds by the Puerto Rico Government from federal
disaster funding assistance (i.e. hurricane or
pandemic related funds) and other events such as seasonal tax collections, actions resulting
from changes in the financial condition,
and
cash
management practices
of
the
Puerto
Rico
Government and
its
instrumentalities, and/or
the
implementation of
fiscal
and
debt
plans
pursuant
to
PROMESA
or
other
actions
mandated
by
the
Fiscal
and
Board
for
Puerto
Rico
(the
“Oversight
Board”).
These
require
that
the
bank
pledge
high
credit
quality
securities as collateral; therefore, liquidity risks arising
from deposit outflows are lower.
The volume and cost of public deposits at BPPR and the proportion of high-cost deposits in the U.S, directly impact the balance and
mix of earning assets and therefore represent a
key factor in the Corporation’s ability to expand its
net interest margin.
Refer to Table 8 for a breakdown of the Corporation’s deposits at September 30, 2024 and
Table 8 - Deposits Ending Balances
Deposits excluding P.R.
government deposits:
[1]
$
$
$
(143,553)
Savings, NOW and money market deposits (non-brokered)
20,584,328
21,541,261
(956,933)
Savings, NOW and money market deposits (brokered)
735,231
719,453
15,778
Time deposits (non-brokered)
7,363,477
6,914,035
449,442
Time deposits (brokered CDs)
993,522
955,754
37,768
Sub-total deposits excluding P.R.
44,952,629
45,550,127
(597,498)
P.R. government
deposits:
11,088,511
12,159,430
(1,070,919)
Savings, NOW and money market deposits (non-brokered)
6,903,370
5,276,583
1,626,787
Time deposits (non-brokered)
723,991
632,103
91,888
Sub-total P.R.
18,715,872
18,068,116
647,756
$
$
$
50,258
[1] Includes interest and non-interest bearing demand deposits.
The
borrowings
totaled
$1.0
billion
at
30,
to
$1.1
billion
at
31,
The
decrease was mainly due
to lower assets sold
under agreements to repurchase and
lower advances from the
FHLB. 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.
Refer to the Liquidity section in this MD&A for additional
information on the Corporation’s funding sources.
Stockholders’ Equity
totaled $5.8
billion
of
$643.6 million
when compared
to
2023, principally due to net income for the nine months ended September 30, 2024 of $436.4 million, coupled with the
change in the
accumulated other comprehensive loss
driven by the
decrease in net
unrealized losses in
the portfolio of
AFS securities of
$272.0
million
and
the
of
losses
from
reclassified
to
HTM
of
$107.0
net
of
taxes,
by common
and preferred
dividends declared
2024 of
$135.4 million
and by an
increase in Treasury
Stock due to
the repurchases of 599,096
shares of common stock
for $58.8 million
during the third
quarter
of
as
part
of
the
announced
$500
million
share
authorization.
Refer
to
the
of
Condition,
Comprehensive
Income
and
of
Changes
in
Stockholders’
Equity
for
on
the
composition of stockholders’ equity.
CAPITAL
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
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
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
presented in
Table
9,
which include
common equity
tier 1,
Tier
1 capital,
total capital
and leverage
capital as of September 30, 2024 and December
Table 9 - Capital Adequacy
Data
Common equity tier 1 capital:
Common stockholders equity - GAAP basis
$
5,768,371
$
5,124,810
CECL transitional amount
[1]
42,376
84,751
AOCI related adjustments due to opt-out election
1,445,226
1,831,003
Goodwill, net of associated deferred tax liability (DTL)
(661,318)
(666,538)
Intangible assets, net of associated DTLs
(7,531)
(9,764)
Deferred tax assets and other deductions
(291,963)
(310,947)
Common equity tier 1 capital
$
6,295,161
$
6,053,315
Additional tier 1 capital:
22,143
22,143
Additional tier 1 capital
$
22,143
$
22,143
Tier 1 capital
$
6,317,304
$
6,075,458
Tier 2 capital:
Trust preferred securities subject to phase in as
tier 2
192,674
192,674
Other inclusions (deductions), net
481,462
465,833
Tier 2 capital
$
674,136
$
658,507
Total risk-based capital
$
6,991,440
$
6,733,965
Minimum total capital requirement to be well capitalized
$
3,833,094
$
3,714,633
Excess total capital over minimum well capitalized
$
3,158,346
$
3,019,332
Total risk-weighted
assets
$
38,330,941
$
37,146,330
Total assets for leverage
ratio
$
72,835,384
$
71,353,184
Risk-based capital ratios:
Common equity tier 1 capital
16.42
%
16.30
%
Tier 1 capital
16.48
16.36
Total capital
18.24
18.13
Tier 1 leverage
8.67
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
BPPR
and
PB
leverage
ratio,
common
equity
Tier
ratio
and
Tier
capital
ratio,
as
of
September 30, 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
March 31,
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 aggregate
the capital benefit
provided during the
initial two-year delay.
As of September
30, 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
in
the
common
equity
Tier
I
capital
ratio,
Tier
I
capital
ratio,
and
total
capital
ratio
as
of
30,
as
compared to December 31, 2023 was mainly
due to the nine months period earnings,
partially offset by higher risk weighted
assets
driven by
the increase
in loans
held-in-portfolio. The
the leverage
capital ratio
was mainly
due to
the period
earnings,
partially offset by higher average assets.
Reconciliation to Tangible Common Equity and Tangible Assets
Table
10 provides
a reconciliation of
total stockholders’ equity
to tangible common
equity and total
assets to tangible
assets
as of
September 30, 2024, and December 31, 2023.
Table 10 - Reconciliation
of Tangible Common Equity
and Tangible Assets
(In thousands, except share or per share information)
Total stockholders’
equity
$
$
Less: Preferred stock
(7,531)
(9,764)
Total tangible common
equity
$
4,956,412
$
4,310,618
$
$
(7,531)
(9,764)
Total tangible assets
$
70,511,115
$
69,943,963
Tangible common
equity to tangible assets
7.03
%
6.16
%
Common shares outstanding at end of period
72,153,621
Tangible book value
per common share
$
69.04
$
59.74
Quarterly average
Total stockholders’
equity [1]
$
6,460,517
$
6,072,871
Average unrealized (gains) losses on AFS securities
transferred to HTM
550,971
683,077
Adjusted total stockholder's equity
7,011,488
6,755,948
Less: Preferred Stock
(804,427)
(804,427)
(7,995)
(10,286)
Total tangible common
equity
$
6,176,923
$
5,919,092
Return on average tangible common equity
9.98
%
6.32
%
[1] Average balances exclude unrealized gains or
losses on debt securities available-for-sale.
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
as
and
held-for-sale
to
$17.2
billion
and
$7.9
as
of
30,
Other
assets
subject
to
market
risk
include
loans
held-for-sale,
which
to
$6
servicing rights (“MSRs”) which amounted to $109
million, and securities classified as “trading”, which
amounted to $31 million, as of
September 30, 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
liabilities, change
pricing
schedules,
adjust
through
sales
and
purchases
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
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.
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
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
the simulations
31, 2023,
assuming a
static balance
sheet and parallel changes over flat spot rates over
a one-year time horizon:
Table 11
- Net Interest Income Sensitivity (One Year
Projection)
Amount Change
Percent Change
Amount Change
Percent Change
Change in interest rate
+200 basis points
37,814
1.60
20,822
0.92
+100 basis points
20,577
0.87
11,496
0.51
-100 basis points
10,734
0.46
19,589
0.87
-200 basis points
1,617
0.07
16,971
0.75
As
of
30,
2024,
NII
simulations
show
the
maintains
an
asset
sensitive
that
is
slightly
more
pronounced in the rising rates scenarios and closer to neutral
in the declining scenarios 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”) as well as
higher loan balances, partially offset
by an increase in market-linked
Puerto
Rico
public
sector
and
a
in
overnight
Fed
Funds.
These
results
suggest
that
fluctuations
in
the
Corporation’s net interest income sensitivity are primarily driven by changes in the composition of the investment portfolio as well as
the
level
of
loan
During
the
quarter
ended
on
30,
2024,
the
began
to
reinvest
some
of
the
proceeds of the
maturing portfolio into U.S
Treasury Notes with
average maturities between 2
to 3 years.
Additionally, variations
in
cost,
driven
by
Puerto
Rico
public
sector
that
represented
$18.7
billion
or
29%
of
as
of
2024, as
well as
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
of
these
In
rising
rate
scenarios,
Popular’s
net
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
that have
characteristics similar to
that of
the forecasted security
and its
conversion timeline.
At September 30, 2024, the Corporation held trading securities
with a fair value of $31 million, representing approximately 0.04%
of
the Corporation’s total assets, compared with $32 million and
0.05%, respectively, at December 31, 2023. As shown in Table 12, the
trading
principally
of
and
U.S.
Treasuries,
which
at
30,
were
investment grade securities.
Table 12 - Trading
Portfolio
Amount
Average Yield
[1]
Amount
Average Yield
[1]
$
22,807
5.65
%
$
14,373
5.69
%
7,685
3.94
16,859
4.29
5.13
5.21
Puerto Rico government obligations
0.58
0.91
Interest-only strips
12.00
12.00
Other (includes related trading derivatives)
6.00
Total
$
30,843
5.24
%
$
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 three subsidiaries, the market risk
assumed under
trading
is
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.
The Corporation’s trading portfolio had a 5-day VAR of approximately $0.5 million for the last week in September 2024.
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 Sources and Risk
The
objective
of
effective
is
to
ensure
that
the
has
to
meet
all
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.
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
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
subsidiaries.
contingency funding
plans are
used to
model various
stressful 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.
such models
may not
predict accurately
how the
market and
customers 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
source of
funds for
funding 89%
of the
Corporation’s total
assets at
90% at
The
ratio
of
total
ending
loans
to
was
57%
at
30,
and
55%
at
31,
In
to
traditional deposits, the Corporation maintains borrowing
arrangements, which amounted to approximately
$1.0 billion in outstanding
balances
at
30,
31,
$1.1
A
detailed
description
of
the
borrowings,
including their terms,
is included in
Note 15
to the
Consolidated Financial Statements.
Also, the
Consolidated Statements of
Cash
Flows in the accompanying Consolidated Financial
Statements provide information on the Corporation’s cash
inflows and outflows.
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 credit
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. The
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
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
in Puerto
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
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
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
the banking
subsidiaries. This
could,
in turn,
affect
the BHCs
declare
on
its
common
and
preferred
stock,
its
or
meet
its
debt
obligations,
for
example.
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 8 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 low-cost funds. P.R.
public funds, while
linked to market
interest rates, provide
a
stable source of funding
with attractive earnings spread. Core
deposits totaled $60.3 billion, or
95% of total deposits,
30,
2024,
with
$59.0
or
93%
of
total
at
31,
Core
financed
89%
of
the
Corporation’s earning assets at September 30, 2024, compared
with 88% at 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 third quarter of 2024 the
Corporation had no material incremental use of its
available liquidity sources. At September 30,
2024, the Corporation’s available liquidity increased to
$ 20.5 billion from $19.5 billion
on December 31, 2023. The liquidity sources
of the Corporation at September 30, 2024 are
presented in Table 13 below:
Table 13 - Liquidity Sources
BPPR
Total
BPPR
Total
Unpledged securities and unused funding
sources:
Money market (excess funds at the
Federal Reserve Bank)
$
4,731,444
$
1,791,310
$
6,522,754
$
5,516,636
$
1,475,143
$
6,991,779
Unpledged securities
3,522,169
659,633
4,181,802
4,212,480
347,791
4,560,271
FHLB borrowing capacity
2,648,539
1,322,807
3,971,346
2,157,685
1,341,329
3,499,014
Discount window of the Federal Reserve
Bank borrowing capacity
3,536,149
2,282,798
5,818,947
2,605,674
1,818,946
4,424,620
Total available liquidity
$
14,438,301
$
6,056,548
$
20,494,849
$
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
the banking
subsidiaries include
loan originations,
investment portfolio
purchases, loan
purchases
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.
The banking
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 September
30, 2024 is
in the table that follows:
Table 14 - Distribution by
Maturity of Certificates of Deposit of $250,000 and Over
3 months or less
$
2,175,549
Over 3 to 12 months
908,450
Over 1 year to 3 years
198,615
Over 3 years
178,525
Total
$
3,461,139
The Corporation had
$1.7 billion in
brokered deposits at September
30, 2024, which
financed approximately
2% of its
total assets
(December 31, 2023 -
$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 September 30,
2024, total Puerto
Rico
public sector
deposits were
$18.7 billion,
$18.1 billion
at December
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
in
return.
This,
now
unpledged,
can
either
be
financed
via
or
sold
for
cash.
timing
differences
between the
time
the
deposit
outflow and
when the
bank
receives
its
collateral may occur. Additionally,
the Corporation uses fixed-rate U.S. Treasury
debt securities as collateral that have limited
credit
risk,
but
are
nonetheless
subject
to
market
value
risk
based
on
changes
in
the
rate
environment.
When
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 Corporation.
As of September 30, 2024, management believes that the 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
of business.
Management also believes that
as of September
30, 2024 its
banking subsidiaries have sufficient
liquidity current and
projected
resources to
address an
event
that
would stress
the
Corporation’s liquidity
position. Although
the
banking subsidiaries
have
historically
been
able
to
replace
maturing
and
advances,
no
assurance can
be
given
that
they
would
be
able
to
replace
those
funds
in
the
future
if
the
condition
or
general
market
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 interest
rates. The Corporation’s banking
subsidiaries have to
meet margin requirements
on repurchase agreements
and other collateralized
borrowing facilities that
include
certain required
levels of
cash deposits
and qualifying
securities. To
securities previously
pledged as
collateral declines below such required
amounts because of market changes, the
Corporation is required to deposit additional
cash
or securities
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.
monitors accounts
with balances over $250,000.
While the Corporation has a
diverse deposit base from retail, commercial,
corporate and government
as
well
as
wholesale funding
sources such
as
brokered deposits,
it
considers
balance
in
excess
of
$250,000 to
have a
higher
risk.
Table
the
balance
in
deposit
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
15,
represent public
deposit balances
from governmental
entities in
the U.S.
and its
territories, including
and the
United
States Virgin Islands, collateralized based on such jurisdictions’
applicable collateral requirements.
On September
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 $9.8 billion or
19% at BPPR and $ 2.7 billion or
23% at
Popular U.S., compared to available liquidity sources
of $ 14.4 billion at BPPR and $ 6.1 billion
at Popular U.S.
The
balance
in
deposit
under
and
in
excess
of
$250,000,
intercompany
collateralized public funds and deposits outside of the U.S. and its territories as of September 30, 2024 is presented in the table that
follows:
Table 15 - Deposits
30-Sep-24
BPPR
(Consolidated)
Deposits balances under $250,000 [1]
$
23,277,654
%
$
8,154,480
%
$
31,432,134
%
Transactional deposits balances over
7,777,195
%
2,092,906
%
9,870,101
%
Time deposits balances over $250,000
1,976,234
%
647,223
%
2,623,457
%
Uninsured foreign deposits
406,713
%
%
406,713
%
Collateralized public funds
19,025,936
%
310,160
%
19,336,096
%
Intercompany deposits
237,328
%
686,292
%
%
$
52,701,060
%
$
11,891,061
%
$
%
[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
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
preferred
securities),
the
payment
of
to
common
stockholders,
repurchases of the Corporation’s securities and capitalizing its
banking subsidiaries.
On
July
24,
2024,
the
announced
the
authorization
for
a
common
stock
of
up
to
$500
The
Corporation’s planned common stock repurchases may
be executed in open market
transactions, privately negotiated transactions,
block trades or any other manner determined
by the Corporation. The timing, quantity and price of
such repurchases will be subject
to
various factors,
including market
conditions, the
Corporation’s capital
position and
financial performance,
the capital
impact of
strategic initiatives and regulatory and tax considerations. The common stock repurchase program does not
require the Corporation
to acquire
a specific
dollar amount
or number
of shares
and may
be modified,
suspended or
terminated at
any time
without prior
notice. During
the quarter
completed the
repurchase of
599,096 shares
of common
stock
for
$58.8 million
at
an average
price
of
$98.11
per share,
previously announced
$500 million
share
authorization.
The
balance
of
notes
payable
at
the
BHCs
to
$593
million
at
30,
and
$592
million
at
The contractual maturities of the BHCs notes payable
at September 30, 2024 are presented in Table 16.
Table 16
- Distribution of BHC's Notes Payable by Contractual
Maturity
Year
$
394,915
198,366
Total
$
593,281
As of
BHCs had
cash and
money markets
investments totaling
$689 million
and borrowing
potential of
$165 million from its secured facility with BPPR.
The BHCs’
liquidity position continues to be adequate with sufficient 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.
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
or from
intercompany borrowings or
capital contributions
from their
holding companies.
nine
months
ended
30,
2024,
Inc.
made
capital
contributions
of
$1.3
million
to
Popular
Impact
Fund,
its
wholly
owned subsidiary.
Dividends
During
the
nine
months
ended
30,
2024,
the
cash
of
$1.86
per
common
share
outstanding ($134.3 million in the aggregate). The dividends for the Corporation’s Series A preferred
stock amounted to $1.1 million.
On July 24, 2024, the corporation announced an increase in the Corporation’s quarterly common stock dividend from $0.62 to $0.70
per share, commencing with
the dividend payable in
the first quarter of
2025, subject to the
approval by the Corporation’s
Board of
Directors.
During the nine months
ended September 30, 2024, the
BHCs received dividends and
distributions amounting to $450 million
from
BPPR,
$50
million
from
PNA
and
$23
million
from
its
other
subsidiaries. Dividends
from
BPPR
constitute
Inc.’s primary
source of
liquidity.
In addition,
Popular International
Bank Inc.,
wholly
owned
of
Inc.,
$19.4
million
in
cash
and
$2.9
million
in
stock
from
its
investment in BHD.
Other Funding Sources and Capital
In addition to cash reserves held at the FRB that totaled $ 6.5 billion
at September 30, 2024, the debt securities portfolio provides an
source
of
liquidity,
which
may
be
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
are
consummated,
in
to
overall
and
risk
appetite
of
the
various
counterparties.
The
unpledged debt
securities amounted
to
$ 4.2
billion at
$4.6 billion
2023 as
Table
- 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. Mortgage loans and some
types of consumer loans,
have secondary markets which the
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
approval
process
used
for
on-balance
sheet
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
for
more
on
leases
and
to
Note
to
the
a detailed
discussion related
to the
Corporation’s guarantees,
indemnifications, and
representation and
warranties
arrangements.
The Corporation monitors its cash requirements, including
its contractual obligations and debt commitments.
FDIC Special Assessments
On
16,
2023,
the
Federal
Deposit
Insurance
(“FDIC”)
a
final
rule
that
imposes
a
special
assessment (the “FDIC
Special Assessment”) to recover
the losses to
the deposit insurance
fund resulting from
the FDIC’s use,
in
March
2023,
of
the
systemic
risk
exception. In
this assessment,
the
Corporation recorded
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
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.
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
proceeds from
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
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
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 proceeds from the issuance
of debt and equity.
The
summarized
the
of
the
obligor
group,
on
a
basis
at
and December 31,
2023, and the
results of their
operations for the
nine-month periods ended September
30,
and
30,
Investments in
and
equity
in
the
from
the
other
and
affiliates
that
are
not
members of the obligor group have been excluded.
The
summarized
of
the
obligor
group
in
the
tables
is
on
a
basis
with
intercompany balances
and transactions
between entities
in the
obligor group
eliminated. The
obligor group's
amounts due
from,
amounts due to and
transactions with subsidiaries and affiliates
have been presented in separate
line items, if they
are material. In
addition, related parties transactions are presented
separately.
Table 17 - Summarized Statement
of Condition
Assets
Cash and money market investments
$
688,740
$
388,025
35,710
29,973
Accounts receivables from non-obligor subsidiaries
14,228
14,469
Other loans (net of allowance for credit losses of $9 (2023
- $51))
25,984
26,906
Investment in equity method investees
5,294
5,265
63,807
51,315
$
833,763
$
515,953
Liabilities and Stockholders' equity
Accounts payable to non-obligor subsidiaries
$
11,150
$
7,023
593,281
592,283
114,309
114,660
Stockholders' equity (deficit)
115,023
(198,013)
Total liabilities and
stockholders' equity
$
833,763
$
515,953
Table 18 - Summarized Statement
of Operations
For the period ended
Income:
Dividends from non-obligor subsidiaries
$
473,000
$
154,000
Interest income from non-obligor subsidiaries and affiliates
8,489
12,280
Earnings (losses) from investments in equity method investees
(82)
Other operating income
3,116
2,293
Total income
$
484,634
$
168,491
Expenses:
Services provided by non-obligor subsidiaries and affiliates
(net of
reimbursement by subsidiaries for services provided by parent
of
$172,449 (2023 - $161,333))
$
9,654
$
16,593
Other expenses
30,000
21,625
[1]
21,934
(919)
Total expenses
$
61,588
$
37,299
$
423,046
$
131,192
[1]
As
discussed
in
Note
to
the
Statements,
the
net
income
for
the
nine
months
ended
30,
2024,
$22.9
million
of
expenses,
of
which
$16.5
million
was
in
income
tax
expense
and
$6.4
million
was
in
other
expenses,
related
to
an
out-of-period
with
U.S.
subsidiary’s
non-payment
of
taxes
on
certain intercompany distributions to the Bank Holding
Company (BHC) in Puerto Rico, a foreign corporation
for U.S. tax purposes.
In
addition to
the
dividend income
in the
Statement of
Operations table
above, during
months
ended
September 30, 2024, the obligor
group recorded a $67.4 million of
capital distributions from non-obligor subsidiaries which
were in an accumulated loss position and accordingly
were recorded as a reduction to the investments.
During the nine
months ended September
30, 2024, BPPR
declared cash dividends
of $450 million
to PIHC. As
2024, BPPR
can declare
a dividend
of approximately
$377 million
without prior
Reserve Board
due to
its
retained
income,
dividend
and
transfers
to
over
the
period.
Pursuant
to
the
requirements listed above,
PB may not
declare or pay
a dividend without
the prior approval
of the Federal
Reserve Board and
the
New York 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
senior
debt,
as
these
banking
are
funded
primarily with
deposits and secured
borrowings. The banking
subsidiaries had
$6.6 million in
that
are 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
the Consolidated Financial
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
obligations amounted
to approximately
$25.7 million
- The
Corporation could be
post additional
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
and other
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
Development Bank
for
Puerto
Rico
(the
“Economic
Activity
Index”),
a
0.8%
year-over-year
decline
and
a
0.1%
month-over-month
decline
in
August
The
Activity Index
is a
coincident indicator
of
ongoing economic
activity but
not a
direct measurement
of
real GNP.
The Puerto
Rico
Planning Board estimates that Puerto Rico’s
real GNP grew 2.8% during fiscal
year 2024 (July 2023-June 2024) and
projects 1.4%
real GNP growth for fiscal year 2025
(July 2024-June 2025).
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 the level
of interest rates and
the rate of
inflation. In 2021 and
2022, inflation rose sharply
in both the
and Puerto
Rico as
the economy
reopened following
the COVID-19
pandemic and
demand surged
beyond what
disrupted supply
chains could meet.
After peaking in
mid-2022, inflation rates
gradually decreased as the
Federal Reserve implemented
a series of
benchmark interest
rate increases.
By September
2024, inflation
had largely
stabilized, prompting
Reserve to
reduce
interest rates for the first time
in four years. As of
September 2024, the United States Consumer Price Index
(published by the U.S.
Bureau
of
Labor Statistics)
a
year-over-year increase
of
2.4%. Meanwhile,
inflation
in
Puerto
Rico,
as
by
the
Puerto Rico Consumer Price
Index (published by the
Department of Labor and
Human Resources of Puerto
Rico), increased 1.5%
during the 12 months ending in August 2024.
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
billion in
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
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. Historically,
the central
annual
subsidies
to
based
on
a
formula.
as
part
of
the
fiscal
required
by
the
Board,
municipal
subsidies
have
decreased
significantly
over
several
years
and
are
now
through specific, non-recurring
appropriations. This decrease
has been partially
offset by
substantial non-recurring federal
disaster
and
COVID-relief funding
received by
municipalities in
recent years.
The latest
fiscal plan
certified by
the Oversight
Board provides for
the implementation of
a restructured grant
and transfer system
through which the
Commonwealth would award
specific
service
grants to
municipalities to
augment
existing municipal
service
delivery,
while also
incentivizing performance
and
enhanced accountability through the monitoring of outcome
metrics.
Municipalities are subject to PROMESA, and the Oversight Board
has the authority to require them to submit fiscal plans and annual
budgets for
review and
approval. The
Oversight Board
has imposed
this requirement
for certain
municipalities. Municipalities
are
also
required
to
seek
Board
approval
to
issue,
or
modify
their
debts
and
to
enter
into
with
an
aggregate value of
$10 million or
more. With the
Oversight Board’s approval,
municipalities are also
eligible to avail
themselves of
the
debt
restructuring processes
by
PROMESA. To
date,
however,
no municipality
has
been
any
such
debt
restructuring process.
Exposure of the Corporation
The credit
quality of BPPR’s
loan portfolio
reflects, among other
things, the
general economic conditions
in Puerto
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 $336
million, of
which $336
million
were
outstanding,
to
$362
million
at
31,
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, $323 million
consists of loans and
$13 million are securities ($314
million and $19 million,
respectively, at December 31,
2023). Substantially all of the Corporation’s direct exposure outstanding at September 30,
2024 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
basic
property
tax
or
sales
tax
revenues.
At
30,
2024,
80%
of
the
Corporation’s exposure
to municipal loans
and securities was
concentrated in the
municipalities of San
Juan, Guaynabo,
Carolina
and Caguas.
In July 2024, the Corporation received scheduled principal payments amounting to $40 million from various obligations
from Puerto
Rico municipalities. For
additional discussion of
direct exposure to
Rico government and
its
and
municipalities,
refer
to
Note
–
Commitments
and
Contingencies
to
the
Statements.
In
at
30,
2024,
the
had
$225
million
in
loans
insured
or
issued
by
Puerto
Rico
governmental entities,
but for
principal source
of repayment
is non-governmental
($238 million at
December 31, 2023).
These
$179
million
in
loans
insured by
the
Puerto
Rico
Housing
Finance Authority
a PR
Entity
31,
$191
These
loans
are
secured
by
first
mortgages
on
Puerto
Rico
residential properties
and the
HFA insurance
covers losses
in the
a borrower
default and
upon the
satisfaction of
certain
other
conditions.
The
Corporation also
had
at
30,
2024,
$38
million
in
bonds
issued
by
HFA
which
are
secured
by
second
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 insufficient to satisfy the outstanding balance of these loans, HFA’s
ability to honor its insurance will depend, among
other factors,
on the
financial condition
of HFA
at the
time such
obligations become
due and
payable. The
not
consider the government guarantee when estimating
the credit losses associated with this portfolio.
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
30,
2024,
BPPR
had
$18.7
billion
in
from
the
Puerto
Rico
government,
its
instrumentalities,
and
municipalities. The rate at
which public deposit balances 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
condition, liquidity
and cash
management practices of
such entities,
as well
as on
the ability
of BPPR
to maintain
these customer
relationships.
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
restructuring
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
exposure to 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
to
a
single
borrower
in
the
BVI,
at
30,
2024,
it
has
a
loan
to
$200
million
of
various
retail
and
to
a
loan
of
$205
million
at
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
as
well
as
agency
mortgage-backed and U.S. Treasury securities. In
addition, $2.0 billion of residential mortgages and $88.4 million commercial
loans
were insured
or guaranteed
by the
or its
agencies at
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 19.
During the third
quarter of 2024,
the Corporation continued
to reflect stable
credit quality metrics
in the third
quarter of 2024
when
the previous
quarter.
While non-performing
loans (“NPLs”),
net charge
offs (“NCOs”)
and inflows
to NPLs
remained
below historical averages, consumer portfolios
reflected increased delinquencies and NCOs
for the quarter primarily
driven by auto
loans. The
commercial portfolios
operate with
low levels
of delinquencies
and NCOs.
continues to closely monitor changes in the macroeconomic
environment and borrower performance given higher interest rates and
inflationary pressures. Management believes that the improvements over recent years in risk management practices and the overall
risk profile of the Corporation’s loan portfolios position
Popular to continue to operate successfully under
the current environment.
Total
NPAs
as of
2024 decreased
by $14
compared with
- Total
(“NPLs”) increased
by $4
million from
- BPPR’s
NPLs decreased
by $40
million, across
most loan
categories, except
consumer NPLs
which reflected
of $4
million. The
the consumer
NPLs was
mostly driven by auto
loans. Popular U.S. NPLs increased
by $44 million, driven
by higher commercial and mortgage
NPLs by $27
million and $17 million, respectively, each impacted by single loans amounting
to $17 million.
On September
the ratio
of NPLs
to total
was 1.0%,
flat when
Other real estate owned loans (“OREOs”) decreased by $17
million from December 31, 2023. The decrease in OREO
was driven by
the sale of
a commercial property in
BPPR, coupled with the
sale of residential properties.
On September 30, 2024,
NPLs secured
by real
estate amounted to
$202 million in
the Puerto Rico
operations and $67
million in Popular
U.S, compared with
$231 million
and $24 million, respectively, on December 31, 2023.
portfolio secured
by real
estate (“CRE”)
$10.7 billion
on September
of
which
$3.1
billion
was
secured
with
owner
properties,
with
$10.6
billion
and
$3.1
on
- Office
space leasing exposure
in our
non-owner occupied CRE
portfolio is limited,
representing only 2.0%
or
$708 million of our total loan portfolio. The
exposure is mainly comprised of low- to mid- rise properties with an
average loan size of
$2.3 million and is well diversified across tenant
type.
CRE NPLs amounted to $67 million on September 30, 2024, compared with $48 million on December 31, 2023, driven by the single
$17
million
loan
mentioned
above.
The
CRE
NPL
ratios
for
the
BPPR
and
Popular
U.S.
were
0.70%
and
0.57%,
respectively, on September 30, 2024, compared with 0.86% and 0.13%,
respectively, on December 31, 2023.
In
to
the
NPLs
in
Table
19,
on
30,
2024,
there
were
$587
million
of
performing
loans,
mostly
loans,
which
in
opinion,
are
subject
to
future
classification
as
(December 31, 2023 - $510 million).
For
the
2024,
total
inflows
of
NPLs held-in-portfolio,
excluding consumer
loans,
increased by
$16
million, when compared to the inflows for the same period in 2023. Inflows of NPLs held-in-portfolio at the
BPPR segment remained
flat, compared
to the
same period
in 2023.
Inflows of
NPLs held-in-portfolio at
the Popular
U.S. segment increased
by $17 million
from the same period in 2023, mainly driven by higher
mortgage inflows by $16 million driven by abovementioned
$17 million loan.
Table 19 - 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
$
8,787
0.4
%
$
1,991
$
$
1,991
0.1
%
Commercial real estate non-owner
7,493
2,282
9,775
0.2
8,745
1,117
9,862
0.2
Commercial real estate owner
26,600
22,248
48,848
1.6
29,430
6,274
35,704
1.2
19,639
5,246
24,885
0.3
32,826
3,772
36,598
0.5
53,819
38,476
92,295
0.5
72,992
11,163
84,155
0.5
6,378
6,378
0.7
Leasing
7,367
7,367
0.4
8,632
8,632
0.5
157,920
28,434
186,354
2.3
175,106
11,191
186,297
2.4
3,834
3,834
5.5
3,733
3,733
5.7
20,992
1,837
22,829
1.2
19,031
2,805
21,836
1.1
Auto
47,828
47,828
1.3
45,615
45,615
1.2
0.5
0.6
69,709
5,673
75,382
1.1
65,610
6,539
72,149
1.0
Total non-performing
loans held-in-
288,815
72,583
361,398
1.0
%
328,718
28,893
357,611
1.0
%
Other real estate owned (“OREO”)
62,940
63,028
80,176
80,416
Total non-performing
assets
[1]
$
351,755
$
72,671
$
424,426
$
408,894
$
29,133
$
438,027
Accruing loans past due 90 days or
more
[2]
$
233,774
$
$
233,971
$
268,362
$
$
268,471
Ratios:
Non-performing assets to total assets
0.63
%
0.46
%
0.60
%
0.74
%
0.19
%
0.62
%
Non-performing loans held-in-portfolio
to loans held-in-portfolio
1.12
0.69
1.00
1.34
0.27
1.02
Allowance for credit losses to loans
2.59
0.75
2.06
2.61
0.85
2.08
Allowance for credit losses to non-
performing loans, excluding held-for-
sale
230.66
107.66
205.96
194.65
309.70
203.95
[1] There were no non-performing loans held-for-sale
as of September 30, 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 $70
loans insured
by FHA
or guaranteed
by the
VA
no longer
accruing interest
as of
2024 (December
- $106
has approximately
$32 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
balances
from
assets
(December 31, 2023 - $38 million).
Table 20 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
BPPR
BPPR
$
219,960
$
49,317
$
269,277
$
254,476
$
22,354
$
276,830
Plus:
36,585
22,968
59,553
111,128
84,248
195,376
Less:
(4,016)
(4,016)
(12,665)
(24)
(12,689)
(4,031)
(82)
(4,113)
(17,930)
(1,050)
(18,980)
(36,759)
(5,325)
(42,084)
(123,270)
(38,970)
(162,240)
$
211,739
$
66,910
$
278,649
$
211,739
$
66,910
$
278,649
Table 21 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
BPPR
BPPR
$
292,219
$
26,187
$
318,406
$
324,562
$
31,356
$
355,918
Plus:
37,393
5,827
43,220
128,011
23,446
151,457
Less:
(5,657)
(5,657)
(25,777)
(58)
(25,835)
(3,354)
(2,446)
(5,800)
(4,854)
(4,837)
(9,691)
(54,353)
(9,006)
(63,359)
(155,694)
(29,488)
(185,182)
$
266,248
$
20,574
$
286,822
$
266,248
$
20,574
$
286,822
Table 22 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
BPPR
BPPR
$
56,170
$
37,763
$
93,933
$
72,992
$
11,163
$
84,155
Plus:
4,460
2,582
7,042
12,834
39,561
52,395
Less:
(280)
(280)
(4,085)
(82)
(4,167)
(17,784)
(1,032)
(18,816)
Loans returned to accrual status / loan
(2,726)
(1,790)
(4,516)
(13,943)
(11,521)
(25,464)
$
53,819
$
38,476
$
92,295
$
53,819
$
38,476
$
92,295
Table 23 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
BPPR
BPPR
$
88,716
$
11,610
$
100,326
$
82,171
$
10,868
$
93,039
Plus:
2,736
1,324
4,060
22,533
11,674
34,207
Less:
(138)
(138)
(446)
(446)
(969)
(2,446)
(3,415)
(2,237)
(4,837)
(7,074)
(18,118)
(1,901)
(20,019)
(29,794)
(9,146)
(38,940)
$
72,227
$
8,594
$
80,821
$
72,227
$
8,594
$
80,821
Table 24 - Activity in Non
-Performing Construction Loans Held-in-Portfolio
BPPR
BPPR
$
$
$
$
6,378
$
$
6,378
Less:
(6,378)
(6,378)
$
$
$
$
$
$
Table 25 - Activity in Non
-Performing Construction Loans Held-in-Portfolio
BPPR
BPPR
$
9,284
$
$
9,284
$
$
$
Plus:
9,284
9,284
Less:
(2,537)
(2,537)
(2,537)
(2,537)
(169)
(169)
(169)
(169)
$
6,578
$
$
6,578
$
6,578
$
$
6,578
Table 26 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
For the nine months ended
BPPR
Popular
U.S.
BPPR
$
163,790
$
11,554
$
175,344
$
175,106
$
11,191
$
186,297
Plus:
32,125
20,386
52,511
98,294
44,687
142,981
Less:
(4,016)
(4,016)
(12,385)
(24)
(12,409)
(146)
(18)
(164)
Loans returned to accrual status / loan
(34,033)
(3,535)
(37,568)
(102,949)
(27,449)
(130,398)
$
157,920
$
28,434
$
186,354
$
157,920
$
28,434
$
186,354
Table 27 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
BPPR
Popular
U.S.
BPPR
$
194,219
$
14,577
$
208,796
$
242,391
$
20,488
$
262,879
Plus:
34,657
4,503
39,160
96,194
11,772
107,966
Less:
(5,519)
(5,519)
(25,331)
(58)
(25,389)
(80)
(80)
(36,066)
(7,105)
(43,171)
(125,731)
(20,342)
(146,073)
$
187,443
$
11,980
$
199,423
$
187,443
$
11,980
$
199,423
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 September 30, 2024 and December 31,
2023, are presented below.
Table 28 - 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
$
11,713
$
0.49
%
$
13,657
$
0.57
%
Commercial real estate
non-owner occupied
23,462
0.45
17,051
0.34
Commercial real estate
54,148
1.75
69,239
2.25
68,820
0.93
58,953
0.83
158,143
0.87
158,900
0.90
34,349
3.09
6,378
959,280
0.66
Leasing
31,868
1.69
35,491
2.05
[1]
761,771
9.53
859,537
11.17
54,839
4.62
46,436
4.09
4,892
69,691
7.02
5,465
65,953
8.29
61,434
3.28
59,682
3.07
Auto
178,281
4.67
173,119
4.73
Other
2,935
169,265
1.73
3,063
160,441
1.91
302,381
4.25
287,765
4.13
5,509
4,301
Total
$
1,288,512
$
3.56
%
$
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 September
30, 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
individual 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
financial condition,
liquidity,
capital, and
could also be affected.
On September 30, 2024,
the ACL increased by
$15 million from December
31, 2023 to $744
million. The ACL for
BPPR increased
by
$26
driven
by
an
of
$16
million
in
for
loans
and
a
$12
million
in
reserves for
the consumer
and lease
portfolios. These
increases were
mainly
due to
a combination
of
portfolio and changes in credit quality trends for the auto and credit cards portfolios. In PB, the ACL decreased by $11
million, when
to
31,
2023,
mainly
driven
by
lower
for
the
and
construction
due
to
improvements
in
credit
quality
and
lower
The
ratio
of
the
for
credit
losses
to
loans
held-in-
portfolio was 2.06% on September 30, 2024, compared to
2.08% on December 31, 2023. The ratio of the
allowance for credit losses
to NPLs held-in-portfolio stood at 206.0%, compared
to 204.0% on December 31, 2023.
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
scenario
decreased
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 provision
losses related
to the
for the
2024, was
$72.8
compared to $43.5
million for the
quarter ended September
30, 2023, largely
driven by higher
NCOs due to
credit quality changes
and commercial loan growth. The provision
expense related to the loans-held-in-portfolio for the
nine months ended September 30,
was
$189.3 million,
the
provision expense
of
$126.3 million
for
the
Refer to Note 8 to the Consolidated Financial Statements, and to the Provision for Credit Losses section of this MD&A for additional
information.
Table 29 - Allowance for Credit
Losses - Loan Portfolios
Total ACL
Total loans held-
ACL to loans held-
Total non-
ACL to non-
$
9,642
$
0.40
%
$
8,787
109.73
%
67,630
1.30
%
9,775
691.87
%
52,915
1.71
%
48,848
108.33
%
136,361
1.84
%
24,885
547.96
%
$
266,548
$
1.47
%
$
92,295
288.80
%
13,214
1.19
%
N.M.
Leasing
15,854
0.84
%
7,367
215.20
%
81,650
1.02
%
186,354
43.81
%
92,694
7.81
%
N.M.
1,854
69,691
2.66
%
3,834
48.36
%
104,542
5.58
%
22,829
457.94
%
Auto
161,313
4.22
%
47,828
337.28
%
6,651
169,265
3.93
%
746.46
%
$
367,054
$
5.16
%
$
75,382
486.93
%
Total
$
744,320
$
2.06
%
$
361,398
205.96
%
N.M. - Not meaningful.
Table 30 - 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 and nine months ended September 30, 2024
and 2023.
Table 31 - Annualized Net Charge
-offs (Recoveries) to Average Loans
Held-in-Portfolio
BPPR
BPPR
0.13
%
0.02
%
0.08
%
(0.48)
%
0.10
%
(0.21)
%
(2.33)
―
(0.37)
6.11
―
1.21
(0.24)
(0.01)
(0.20)
(0.25)
(0.02)
(0.21)
Leasing
0.49
―
0.49
0.35
―
0.35
3.14
7.17
3.26
2.20
7.42
2.41
Total annualized
(recoveries) to average loans held-in-
0.86
%
0.15
%
0.65
%
0.44
%
0.28
%
0.39
%
BPPR
BPPR
0.21
%
0.03
%
0.13
%
(0.20)
%
0.03
%
(0.10)
%
(0.82)
(0.01)
(0.14)
2.14
―
0.45
(0.25)
(0.01)
(0.21)
(0.24)
(0.02)
(0.20)
Leasing
0.64
―
0.64
0.28
―
0.28
2.93
7.43
3.07
1.96
5.65
2.12
Total annualized
(recoveries) to average loans held-in-
0.86
%
0.18
%
0.66
%
0.44
%
0.19
%
0.36
%
NCOs for the quarter ended September 30, 2024,
amounted to $58.5 million, increasing by $25.9
million when compared to the
same period in 2023. The BPPR segment increased by
$29.0 million mainly driven by higher consumer
and commercial NCOs by
$18.2 million and $13.7 million, respectively. The consumer NCOs continue
to gradually increase mainly due to credit quality
changes. The PB segment NCOs decreased by $3.1
million, mainly driven by lower commercial and
consumer NCOs.
NCOs for the nine months ended September 30,
2024, amounted to $174.4 million, increasing
by $84.9 million when compared to
the same period in 2023. The BPPR segment increased
by $84.7 million mainly driven by higher
consumer and commercial NCOs
by $55.9 million and $28.1 million, respectively. The consumer NCOs increase
was mainly due to credit quality changes,
as
mentioned above. The PB segment NCOs remained
flat.
Loan Modifications
For the quarter
ended September 30, 2024,
modified loans to
borrowers with financial difficulty
amounted to $146
million, of which
$138
million
were in
accruing status.
The BPPR
segment’s modifications
to
borrowers with
difficulty
$135
million, mainly comprised
of commercial and
mortgage loans of
$113 million
and $17 million,
respectively. A
total of
$11
the mortgage modifications
were related to
government guaranteed loans.
The Popular U.S.
segment’s modifications to
with financial difficulty amounted to $11 million, mostly comprised of commercial 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 September 30, 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,
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
for additional
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 September
30, 2024.
Issuer Purchases of Equity Securities
sets forth the
details of
purchases of common
stock by
the Corporation and
its affiliated
purchasers during the
quarter ended September 30, 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 [2]
Approximate Dollar Value of
Shares that May Yet be
Purchased Under the Plans or
Programs [2]
July 1 - July 31
2,668
$
87.72
$500,000,000
August 1 - August 31
303,638
97.14
303,202
470,550,231
September 1 - September 30
296,145
99.11
295,894
441,224,007
Total
602,451
$
98.06
599,096
$441,224,007
[1] Includes
2,668,
and 251
shares
of
common
stock
acquired
by the
during
July,
August
and
2024,
in connection
satisfaction of
tax withholding
obligations on
vested awards
of restricted
stock or
restricted stock
units granted
to
directors and certain
employees under
Omnibus Incentive
Plan. The acquired
shares of common
stock were added
back to treasury
stock.
[2] As part of its capital
plan, in July 2024,
the Corporation announced plans
to repurchase up to
$500 million in common
stock and repurchases
began
in August
As of
completed the
repurchase of
599,096 shares
of common
stock for
$58.8
million
at an
average price of $98.11 per share,
under the previously announced share repurchase authorization.
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
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)
- INS
XBRL Instance Document – the instance document
does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline Document.
101.SCH
Inline Taxonomy Extension Schema Document
(1)
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
(1)
101.DEF
Inline XBRL Taxonomy Extension Definitions Linkbase Document
(1)
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
(1)
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
(1)
The cover page of Popular, Inc. Quarterly Report on Form 10-Q for the
quarter ended September 30,
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
subsidiaries.
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: November 12, 2024
By: /s/ Jorge J. García
Jorge J. García
Executive Vice President &
Chief Financial Officer
Date: November 12, 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.