Skip to main content

POPULAR INC

For the period ended Sep 30, 2024. Filed Nov 12, 2024.

View on SEC.gov

About this filing

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

BPOP$159.17+0.9%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

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

  1. 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,

  1. 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,

  1. 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,

  1. 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

  1. 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

  1. Net interest

margin increased to

3.41% compared to

3.14% in the

third quarter of

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. 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

  1. Total

(“NPLs”) increased

by $4

million from

  1. 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

  1. 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)

  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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.