POPULAR INC

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

levels,

as

well

as

general

and

in

the

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

housing

prices, the

job

market,

consumer confidence

and spending

habits which

may affect

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

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

board

on

the

economy,

our

and

our

●

the

pending debt

restructuring proceedings

under Title

III

of

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

by

governmental action;

●

the

deposits held

at

the Corporation,

whose future

balances are

uncertain and

difficult

to

predict

and

may

be

by

factors

such

as

the

amount

of

Federal

funds

by

the

P.R.

and

the

rate

of

expenditure

of

such

funds,

as

well

as

the

and

cash

management practices of the Puerto Rico Government

and its instrumentalities;

●

unforeseen

or

catastrophic

events,

extreme

weather

events,

other

natural

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

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;

●

Federal Deposit Insurance Corporation (“FDIC”) assessments,

such as the special assessment implemented

by the FDIC to recover the losses to the deposit insurance fund (“DIF”)

resulting from the receiverships of Silicon Valley

Bank and Signature Bank;

●

regulatory approvals

that may

be necessary

to undertake

certain actions

or consummate

strategic transactions,

such

as acquisitions and dispositions;

●

the

relative strength

or

weakness

of

the

consumer and

commercial credit

sectors

and

of

the

real

estate markets

in

Puerto Rico and the other markets in which

our borrowers are located;

●

a deterioration in the credit quality of our

clients, customers and counterparties;

●

the performance of the stock and bond markets;

●

competition in the financial services industry;

●

possible legislative, tax or regulatory changes;

●

a failure

in or

breach of

our operational

or security

systems or

infrastructure or

those of

Evertec, Inc.,

our provider

of

core financial

transaction processing and

information technology services,

or of

providing services

to us,

as

a

result

of

cyberattacks, e-fraud,

denial-of-services and

computer intrusion,

that

might result

in,

among

other

things,

loss

or

breach

of

data,

of

damage

or

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.

the

outcome

of

legal

and

as

in

“Part

I,

Item

Legal

Proceedings,”

is

uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to

“Part I, Item 1A” of this Form 10-K for a discussion

of certain risks and uncertainties to which

the Corporation is subject.

All forward-looking

statements included

in this

upon information

Popular as

of the

date of

this

Form 10- K, 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.

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Part I

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