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POPULAR INC

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

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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.

Jun 30, 2024 · Filed Aug 9, 2024

BPOP$157.78+0.8%Stored close · as of Nov 9, 2026

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

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Item 2. results of operations

All statements

contained herein

not clearly

historical in

nature are

forward-looking, and

the words

“anticipate,” “believe,”

“continues,” “expect,”

“estimate,” “intend,”

“project” and

similar expressions

and future

or conditional

verbs such

as “will,”

“would,”

“should,” “could,” “might,” “can,” “may” or similar

expressions are generally intended to identify

forward-looking statements.

Various factors, some of which

are beyond Popular’s control, could cause actual results to differ materially from those expressed in,

or implied by, such forward-looking statements. Factors that might cause such a

difference include, but are not limited to:

the

rate

of

growth

or

decline

in

the

economy

and

employment

levels,

as

well

as

general

and

in

the

geographic

areas

we

serve

and,

in

particular,

in

the

Commonwealth

of

Puerto

Rico

(the

“Commonwealth” or “Puerto Rico”), where a significant

portion of our business is concentrated;

adverse

economic conditions,

including high

levels

of

inflation, that

adversely affect

housing

prices, the

job

market,

consumer confidence

and spending

habits which

may affect

in turn,

among other

things, our

assets, charge-offs and provision expense;

changes in interest rates and market liquidity,

which may reduce interest margins, impact funding sources, reduce loan

originations, affect

our ability

to originate

and distribute

financial products

in the

primary and

secondary markets

and

impact the value of our investment portfolio and

our ability to return capital to our shareholders;

the

impact

of

bank

failures

or

adverse

developments

at

other

banks

and

related

media

coverage

of

the

banking industry in general on investor and depositor

sentiment regarding the stability and liquidity of

banks;

the impact of the current fiscal and economic challenges of Puerto Rico and the measures

taken and to be taken by the

Puerto

Rico

and

the

Federally-appointed

oversight

board

on

the

economy,

our

and

our

business;

the impact of the pending debt

restructuring proceedings under Title III of the

Puerto Rico Oversight, Management and

Economic

Stability

Act

(“PROMESA”)

and

of

other

actions

taken

or

to

be

taken

to

address

Puerto

fiscal

challenges on the value of our portfolio of Puerto Rico government securities and

loans to governmental entities and of

our

commercial,

and

loan

where

private

could

be

directly

by

governmental action;

the

deposits held

at

the Corporation,

whose future

balances are

uncertain and

to

predict

and

may

be

by

factors

such

as

the

amount

of

Federal

funds

by

the

P.R.

and

the

rate

of

expenditure

of

such

funds,

as

well

as

the

condition,

and

cash

management practices of the Puerto Rico Government

and its instrumentalities;

unforeseen

or

catastrophic

events,

extreme

weather

events,

hurricanes,

other

natural

disasters,

man-made disasters, acts of violence or war or

pandemics, epidemics and other health-related

crises, or the fear of any

such event

occurring, any of

which could cause

adverse consequences for

our business, including,

but not

limited to,

disruptions in our operations;

our ability to

achieve the expected

benefits from our

transformation initiative, including

our ability to

achieve projected

earnings, efficiencies and our targeted sustainable return on

tangible common equity of 14% by the end

of 2025;

risks related to Popular’s acquisition of certain information technology and related assets formerly used by Evertec, Inc.

to

service certain

of Banco

Popular de

Puerto Rico’s

key channels,

as well

as the

entry into

amended and

restated

commercial agreements (the “Evertec Business Acquisition

Transaction”);

the fiscal and monetary policies of the federal government

and its agencies;

federal

bank regulatory

and supervisory

policies, including

required levels

of

capital, liquidity,

resolution-

related requirements and the impact of other proposed

capital standards on our capital ratios;

additional Federal Deposit Insurance Corporation (“FDIC”) assessments,

such as the special assessment implemented

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

resulting from the receiverships of Silicon Valley

Bank and Signature Bank;

regulatory approvals

that may

be necessary

to undertake

certain actions

or consummate

strategic transactions,

such

as acquisitions and dispositions;

the

relative strength

or

weakness

of

the

consumer and

commercial credit

sectors

and

of

the

real

estate markets

in

Puerto Rico and the other markets in which

our borrowers are located;

a deterioration in the credit quality of our

clients, customers and counterparties;

the performance of the stock and bond markets;

competition in the financial services industry;

possible legislative, tax or regulatory changes;

a failure

in or

breach of

our operational

or security

systems or

infrastructure or

those of

Evertec, Inc.,

our provider

of

core financial

transaction processing and

information technology services,

or of

third parties

providing services

to us,

as

a

result

of

cyberattacks,

e-fraud,

denial-of-services

and

computer

intrusion,

resulting

in,

among

other

things, loss or breach of customer data, disruption

of services, reputational damage or additional

costs to Popular;

changes in market rates and prices which may

adversely impact the value of financial assets

and liabilities;

potential judgments,

claims, damages,

penalties, fines,

enforcement actions

and

reputational damage

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

regulatory

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

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:

$

359,973

$

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

28,045

31,568

Debt securities available-for-sale, at fair

value:

Pledged securities with creditors’ right to repledge

82,233

72,827

Other debt securities available-for-sale

18,461,046

16,656,217

18,543,279

Less – Allowance for credit losses

Debt securities available-for-sale, net

Debt securities held-to-maturity, at amortized cost:

Pledged securities with creditors’ right to repledge

26,742

27,083

Other debt securities held-to-maturity

7,948,782

8,167,252

Debt securities held-to-maturity (fair

value 2024 - $

; 2023 - $

)

7,975,524

8,194,335

Less – Allowance for credit losses

6,251

5,780

Debt securities held-to-maturity, net

Equity securities (realizable value 2024 -

$

196,482

; 2023 - $

194,641

)

195,791

193,726

Loans held-for-sale, at fair value

8,225

4,301

35,978,602

35,420,879

Less – Unearned income

386,982

355,908

730,077

729,341

Total loans held-in-portfolio, net

34,861,543

34,335,630

Premises and equipment, net

599,058

565,284

Other real estate

70,225

80,416

Accrued income receivable

260,162

263,433

Mortgage servicing rights, at fair value

113,386

118,109

2,172,555

2,014,564

Goodwill

804,428

804,428

Other intangible assets

8,235

9,764

$

$

Liabilities and Stockholders’ Equity

Liabilities:

Non-interest bearing

$

15,470,082

$

15,419,624

Interest bearing

50,060,780

48,198,619

105,684

91,384

941,580

986,948

894,268

914,627

Total liabilities

67,472,394

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;

104,811,971

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,

32,446,045

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

$

648,739

$

570,120

$

1,287,469

$

1,111,330

88,316

100,775

176,832

166,499

184,852

123,112

351,747

255,200

Total interest income

921,907

794,007

1,816,048

1,533,029

Interest expense:

339,939

243,488

669,435

436,703

1,126

1,624

2,318

4,509

Long-term debt

12,530

17,227

25,239

28,493

Total interest expense

353,595

262,339

696,992

469,705

568,312

531,668

46,794

37,192

119,392

84,829

Net interest income after provision for credit losses

521,518

494,476

999,664

978,495

Non-interest income:

37,526

37,781

74,968

72,459

Other service fees

96,863

94,265

191,135

184,341

Mortgage banking activities (Refer to Note 9)

5,723

2,316

10,083

9,716

Net gain, including impairment on equity securities

1,384

1,422

2,484

Net gain

on trading account debt securities

Adjustments to indemnity reserves on loans sold

(456)

(25)

Other operating income

25,386

25,146

51,903

52,863

Total non-interest income

166,306

160,471

330,124

322,432

Operating expenses:

Personnel costs

197,424

191,468

412,801

390,228

Net occupancy expenses

27,692

27,165

55,733

53,204

Equipment expenses

9,662

9,561

19,229

17,973

Other taxes

15,333

16,409

29,708

32,700

Professional fees

37,744

50,132

66,662

83,563

Technology and software expenses

79,752

72,354

159,214

140,913

Processing and transactional services

39,096

36,801

73,290

70,710

Communications

4,357

4,175

8,914

8,263

Business promotion

25,449

25,083

46,438

43,954

Deposit insurance

10,581

6,803

34,468

15,668

Other real estate owned (OREO) income

(5,750)

(3,314)

(11,071)

(5,008)

27,502

22,852

55,774

47,213

1,529

1,590

Total operating expenses

469,576

460,284

952,689

900,971

Income before income tax

218,248

194,663

377,099

399,956

40,459

43,503

96,027

89,817

Net Income

$

177,789

$

151,160

$

281,072

$

310,139

Net Income Applicable to Common Stock

$

177,436

$

150,807

$

280,366

$

309,433

Net Income per Common Share – Basic

$

2.47

$

2.10

$

3.90

$

4.32

Net Income per Common Share – Diluted

$

2.46

$

2.10

$

3.90

$

4.32

The accompanying notes are an integral part of

these Consolidated Financial Statements.

OF COMPREHENSIVE INCOME (LOSS)

Quarters ended,

Six months ended,

$

177,789

$

151,160

$

281,072

$

310,139

Other comprehensive income (loss) before

tax:

Foreign currency translation adjustment

6,001

(3,855)

Amortization of net losses of pension and

3,618

4,813

7,236

9,626

Unrealized holding gains (losses) on debt securities

arising during the period

22,422

(77,851)

(50,608)

135,467

Amortization of unrealized losses of debt

securities transfer from available-for-

44,421

42,903

88,430

84,943

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

70,626

(24,134)

41,203

230,721

(15,722)

(2,476)

(23,954)

(34,228)

Total other comprehensive income (loss), net of tax

54,904

17,249

196,493

Comprehensive income, net of tax

$

232,693

$

124,550

$

298,321

$

506,632

Tax effect allocated to each component of other comprehensive

income (loss):

Six months ended,

Adjustment of pension and postretirement

benefit plans

$

$

$

$

Amortization of net losses of pension and

(1,357)

(1,805)

(2,714)

(3,610)

Unrealized holding losses on debt securities

arising during the period

(5,481)

7,910

(3,555)

(13,656)

Amortization of unrealized losses of debt

securities transfer from available-for-

(8,884)

(8,581)

(17,685)

(16,988)

Unrealized net (losses) gains on cash flow

hedges

Reclassification adjustment for net (gains)

losses included in net income

$

(15,722)

$

(2,476)

$

(23,954)

$

(34,228)

The accompanying notes are an integral

part of the Consolidated Financial Statements.

OF CHANGES IN STOCKHOLDERS’ EQUITY

other

Common

Preferred

Retained

comprehensive

stock

stock

Surplus

stock

(loss) income

Total

Balance at March 31, 2023

$

1,047

$

22,143

$

4,792,619

$

3,982,140

$

(2,025,399)

$

(2,301,825)

$

4,470,725

151,160

151,160

1,550

1,550

[1]

(39,663)

(39,663)

(353)

(353)

(1,271)

(1,271)

1,412

8,059

9,471

Other comprehensive loss, net of tax

$

1,047

$

22,143

$

4,795,581

$

4,093,284

$

(2,018,611)

$

$

4,565,009

Balance at March 31, 2024

$

1,048

$

22,143

$

4,847,466

$

4,253,030

$

(2,013,187)

$

(1,933,186)

$

5,177,314

177,789

177,789

1,768

1,768

[1]

(44,944)

(44,944)

(353)

(353)

(3,200)

(3,200)

3,513

5,887

9,400

54,904

54,904

$

1,048

$

22,143

$

$

$

$

$

[1]

Dividends declared per common share during the quarter

ended June 30, 2024 - $

0.62

0.55

).

OF CHANGES IN STOCKHOLDERS’ EQUITY

other

Common

Preferred

Retained

comprehensive

stock

stock

Surplus

stock

(loss) income

Total

Balance at December 31, 2022

$

1,047

$

22,143

$

4,790,993

$

3,834,348

$

(2,030,178)

$

(2,524,928)

$

4,093,425

Cumulative effect of accounting change

28,752

28,752

310,139

310,139

3,117

3,117

[1]

(79,249)

(79,249)

(706)

(706)

(4,241)

(4,241)

1,471

15,808

17,279

196,493

196,493

$

1,047

$

22,143

$

4,795,581

$

4,093,284

$

(2,018,611)

$

$

4,565,009

Balance at December 31, 2023

$

1,048

$

22,143

$

4,843,399

$

4,194,851

$

(2,018,957)

$

(1,895,531)

$

281,072

281,072

3,567

3,567

[1]

(89,695)

(89,695)

(706)

(706)

(6,776)

(6,776)

5,781

15,233

21,014

17,249

17,249

$

1,048

$

22,143

$

$

$

$

$

[1]

Dividends declared per common share during the six months

ended June 30, 2024 - $

1.24

1.10

).

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

44,623

54,908

Balance at end of period

104,811,971

104,712,430

Treasury stock

(32,446,045)

(32,608,461)

Common Stock – Outstanding

72,103,969

The accompanying notes are an integral part of these Consolidated

OF CASH FLOWS

Cash flows from operating activities:

$

281,072

$

310,139

Adjustments to reconcile net income to net cash provided

by operating activities:

119,392

84,829

1,529

1,590

Depreciation and amortization of premises and equipment

31,249

27,957

Net accretion of discounts and amortization of premiums and

deferred fees

(127,770)

1,568

Interest capitalized on loans subject to the temporary payment

moratorium or loss mitigation alternatives

(4,047)

(5,275)

Share-based compensation

16,391

13,331

Fair value adjustments on mortgage servicing rights

5,384

8,342

Adjustments to indemnity reserves on loans sold

(156)

Earnings from investments under the equity method, net

of dividends or distributions

(2,871)

(6,540)

Deferred income tax expense (benefit)

19,702

(1,007)

Gain on:

Disposition of premises and equipment and other productive

assets

(6,295)

(5,643)

Sale of loans, including valuation adjustments on loans

held-for-sale and mortgage banking activities

(76)

(202)

Sale of foreclosed assets, including write-downs

(10,575)

(11,674)

Acquisitions of loans held-for-sale

(1,767)

(6,153)

Proceeds from sale of loans held-for-sale

19,358

24,808

Net originations on loans held-for-sale

(22,580)

(45,005)

Net decrease (increase) in:

Trading debt securities

6,735

17,484

(4,445)

(7,962)

Accrued income receivable

(17,340)

(8,463)

17,306

Net increase (decrease) in:

Interest payable

3,145

16,815

Pension and other postretirement benefits obligation

3,732

7,983

(59,481)

(91,321)

Total adjustments

(39,068)

41,213

Net cash provided by operating activities

242,004

351,352

Cash flows from investing activities:

Net decrease (increase) in money market investments

147,650

(2,979,482)

Purchases of investment securities:

Available-for-sale

(17,231,900)

(7,257,079)

Held-to-maturity

(6,037)

Equity

(1,667)

(15,999)

Proceeds from calls, paydowns, maturities and redemptions

of investment securities:

Available-for-sale

15,375,714

8,067,613

Held-to-maturity

304,653

204,587

Proceeds from sale of investment securities:

Equity

4,046

27,442

Net disbursements on loans

(287,684)

(776,383)

Proceeds from sale of loans

17,640

40,759

Acquisition of loan portfolios

(384,479)

(322,512)

Return of capital from equity method investments

Acquisition of premises and equipment and other productive

assets

(95,412)

(85,341)

Proceeds from sale of:

Premises and equipment and other productive assets

4,409

3,200

Foreclosed assets

58,979

57,226

Net cash used in investing activities

(2,087,772)

(3,041,757)

Cash flows from financing activities:

Net increase (decrease) in:

1,912,286

2,754,305

14,300

(25,405)

Other short-term borrowings

(365,000)

Payments of notes payable

(46,000)

(21,000)

Principal payments of finance leases

(1,774)

(2,645)

Proceeds from issuance of notes payable

437,631

Proceeds from issuance of common stock

3,567

3,117

Dividends paid

(90,151)

(79,816)

Net payments for repurchase of common stock

(452)

(364)

Payments related to tax withholding for share-based compensation

(6,324)

(3,877)

Net cash provided by financing activities

1,785,452

2,696,946

Net (decrease) increase in cash and due from banks, and

restricted cash

(60,316)

6,541

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

$

367,259

$

482,700

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 the

U.S. and

Islands. In

Puerto Rico,

provides retail,

mortgage,

and

banking

through

its

banking

Banco

Popular

de

Puerto

Rico

(“BPPR”),

as

well

as

banking,

broker-dealer,

auto

and

leasing

and

and

through

specialized

subsidiaries. In

mainland, the

Corporation provides

retail, mortgage,

commercial banking

services, as

well as

leasing

and

through

its

New

York-chartered

banking

Popular

Bank

(“PB”

or

“Popular

U.S.”),

which

has

branches located in New York, New Jersey, and Florida.

Note 2 – Basis of Presentation

Basis of Presentation

The (unaudited) interim Consolidated Financial Statements are, in the opinion of management, a fair statement of the results

for the

periods reported

and include

all necessary

adjustments, all

of a

normal recurring

nature, for

a fair

statement of

such results.

The

consolidated statement of financial

condition presented as of

December 31, 2023 was

derived from audited Consolidated Financial

Statements of the Corporation for the year ended

Certain

and

notes

to

the

which

would

normally

be

in

prepared in

accordance

with Accounting

Principles

Generally Accepted

in

the

United

States

of

America

(US

GAAP), have

been

condensed or omitted from the unaudited financial statements pursuant

to the rules and regulations of the

Securities and Exchange

Commission.

Accordingly,

these

should

be

read

in

conjunction

with

the

audited

Statements of

for the

year ended

2023,

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 six months

ended June 30, 2024, included $

22.9

million of expenses, of which $

16.5

million was reflected in

expense and $

6.4

million was

reflected in

other operating expenses,

related to an

out-of-period adjustment associated

Corporation’s U.S. subsidiary’s

non-payment of taxes

on certain intercompany

distributions to the

Bank Holding Company

(BHC) in

Puerto Rico,

a foreign

corporation for

U.S. tax

purposes. The

adjustment corrected

errors for

expense that

should have

been recognized

of $

5.5

$

5.4

the years

2023 and

2022, respectively,

and an

aggregate of

$

5.6

million, in the years prior to 2022. The $

6.4

million recognized as other operating expense corresponded to interest due up to March

31, 2024 on

the related late

payment of the

withholding tax, of which

3.0

million correspond to years

prior to 2022.

As a result of this adjustment, the deferred

tax asset related to NOL of the BHC

and its related valuation allowance was reduced by

$

53.7

The

evaluated

the

impact

of

the

out-of-period

and

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

Standards

("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

amortization

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

amortization

period for

and

treatment

of

leasehold

improvements

associated with common control

leases

acquired on or after the effective date.

FASB ASU 2022-03, Fair

Value Measurement

(Topic 820) - Fair Value

Measurement of Equity

Securities Subject to

Contractual Sale

Restriction

The FASB issued ASU 2022-03 in June

2022, which clarifies that a contractual

restriction that prohibits the sale of an equity

security is not considered part of the unit of

account of the equity security, therefore, is

not considered in measuring its fair value.

The ASU also provides enhanced

disclosures for equity securities subject to a

contractual sale restriction.

The

was

not

by

the

of

this

pronouncement

since

it

does

not

hold

equity securities measured at

with sale restrictions.

Accounting Standards Updates Not Yet Adopted

FASB ASU 2024-02,

Improvements—

Amendments to Remove

References to the

Concepts Statements

The

FASB

issued

ASU

2024-02

in

March

2024, which

removes various

references to

concept

from

the

FASB

Standards

Codification.

The

ASU

intends

to

simplify

the

and

distinguish

between

nonauthoritative

and authoritative guidance.

any

impact

that

the

of

this

will

have

on

its

and

and

FASB ASU 2024-01,

Compensation - Stock

Compensation (Topic 718)

  • Scope Application of

Profits Interest and Similar

Awards

The FASB issued ASU 2024-01 in March

2024, which amends ASC Topic 718 by

including an illustrative example to

demonstrate how an entity would apply the

scope guidance in paragraph 718-10-15-3

to determine whether profits interest awards

should be accounted for in accordance with

ASC

Topic

The

ASU

is

intended

to

reduce complexity and diversity in practice.

any

impact

that

the

of

this

will

have

on

its

and

and

FASB ASU 2023-09,

Income Tax (Topic

Improvements to Income

Tax Disclosures

The

FASB

issued

ASU

2023-09

in

December 2023,

which amends

ASC Topic

by

enhancing

regarding

rate

reconciliation

and

the

disclosure of

income taxes paid, income (or

loss)

from

before

income

tax

expense

and

income

tax

expense

disaggregated

by

national,

state

and foreign level. Disclosures that no longer

were considered

cost

beneficial or

relevant

were removed from ASC Topic 740.

any

impact

that

the

of

this

will

have

on

its

and

and

FASB ASU 2023-08,

Intangibles - Goodwill and

Other - Crypto Assets

(Subtopic 350-60) -

Accounting for and

Disclosure of Crypto

Assets

The

FASB

issued

ASU

2023-08

in

2023,

which

amends

ASC

Subtopic

350-60

by

that

crypto

assets

are

measured

at

fair

value

in

the

statement

of

each

reporting

period

with

changes

from

remeasurement

being

in

net

income.

The

ASU

also

enhanced

for

both

annual

and

interim

reporting

periods

to

provide

investors

with

relevant information

to

analyze and

assess

the

and

risk

of

individual crypto asset holdings.

The Corporation does not expect to be

impacted by the adoption of this ASU

since it does not hold crypto-assets.

FASB ASU 2023-07,

Segment Reporting (Topic

    • Improvements to

Reportable Segment

Disclosures

The

FASB

issued

ASU

2023-07

in

November 2023,

which amends

ASC Topic

by

about significant segment expenses.

For fiscal years

beginning on

For interim periods

within fiscal years

beginning after

any

impact

that

the

of

this

will

have

on

its

and

and

Accounting Standards Updates Not Yet Adopted

FASB ASU 2023-06,

Disclosure Improvements -

Codification Amendments

in Response to the SEC’s

Disclosure Update and

Simplification Initiative

The FASB

issued ASU

2023-06 in

October

which

modifies

the

disclosure

or

of

various

subtopics

in

the

with

the

purpose

of

aligning

U.S.

GAAP

with

those

of

the

SEC

under

Regulation S-X and S-K.

The date on which

the SEC removes

related disclosure

requirements from

Regulation S-X or

Regulation S-K. If by

June 30, 2027, the

SEC has not

removed the

requirements from

Regulation S-X or

Regulation S-K, the

pending content of

the related

amendment will be

removed from the

Codification and will

not become

effective for any

entity.

expect to

be

by

the

of

this

ASU

since

it

is

subject

to

SEC's

current

disclosure

and

requirements under Regulation S-X and

S-K.

FASB ASU 2023-05,

Business Combinations -

Joint Venture Formations

(Subtopic 805-60) -

Recognition and initial

measurement

The

FASB

issued

ASU

2023-05

in

August

2023, which

amends ASC

Subtopic 805-60

to include specific

guidance about how

joint

ventures

should

recognize

and

initially

measure

assets

contributed

and

assumed.

The

amendments

require

that

a

joint venture, upon formation, recognize and

initially

measure

its

assets

and

liabilities at

fair value.

Upon

of

this

ASU,

the

Corporation will

consider this

for

the

initial

measure

of

assets

and

of

newly

created

joint

ventures.

Note 4 - Restrictions on cash and due from

banks and certain securities

BPPR is

required by

regulatory agencies

to maintain

average reserve

balances with

Reserve Bank

of New

York

(the

“Fed”) or

other banks.

Average reserve

balances in

BPPR amounted

to $

2.7

2024 (December

  • $

2.7

Cash

and

due

from

banks,

as

well

as

other

highly

liquid

are

used

to

cover

these

average

reserve

balances.

At June

held $

restricted assets

in the

form of

funds deposited

in money

market accounts,

debt

for

sale

and

equity

31,

$

The

assets

held

in

debt

securities available for sale and equity securities consist primarily of assets

held for the Corporation’s non-qualified retirement plans

and fund deposits guaranteeing possible liens or encumbrances

over the title of insured properties.

Note 5 – Debt securities available-for-sale

The following tables present

the amortized cost, gross

unrealized gains and losses,

approximate fair value, weighted average

yield

and contractual maturities of debt securities available-for-sale

at June 30, 2024 and December 31, 2023.

Gross

Gross

Fair

average

cost

losses

gains

losses

value

yield

$

10,828,370

$

$

$

61,019

$

10,767,385

4.00

%

2,275,875

123,554

2,152,372

1.33

99,526

11,897

87,629

1.72

13,203,771

196,470

13,007,386

3.52

14,014

13,345

1.54

17,931

1,214

16,717

2.30

111,701

10,001

101,791

2.76

mortgage obligations - federal agencies

143,646

11,884

131,853

2.59

Mortgage-backed securities - federal agencies

1,323

1,302

1.75

73,250

3,403

69,852

2.40

828,760

57,755

771,145

2.35

5,712,046

1,153,028

4,559,241

1.64

securities - federal agencies

6,615,379

1,214,207

5,401,540

1.74

Other

1,000

5.00

1,500

1,500

8.50

Total other

2,500

2,000

7.10

[1]

$

19,965,296

$

$

$

1,422,561

$

2.92

%

[1]

13.8

billion pledged to secure government and trust deposits, assets

sold under agreements to repurchase, credit facilities

and loan servicing

agreements that the secured parties are not permitted

to sell or repledge the collateral, of which $

12.8

billion serve as collateral for public funds.

The

Corporation had unpledged Available for Sale securities

with a fair value of

$

4.7

billion that could be used to increase its borrowing

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.

2024, the Corporation did not

intend to sell or

believed it was more

likely than not that

it would be required

to sell debt

securities classified

as available-for-sale.

no

available-for-sale sold

30, 2024 and 2023.

The

tables

present

the

fair

value

and

gross

losses

of

debt

available-for-sale,

aggregated by investment category and length of

time that individual securities have been in a continuous

unrealized loss position at

June 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

$

6,003,623

$

4,122

$

5,111,232

$

192,348

$

11,114,855

$

196,470

6,982

116,418

11,858

123,400

11,884

43,617

5,337,896

1,213,545

5,381,513

1,214,207

available-for-sale in an unrealized loss position

$

6,054,222

$

4,810

$

10,565,546

$

1,417,751

$

16,619,768

$

1,422,561

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

the portfolio of

available-for-sale debt securities

reflects gross unrealized

losses of $

1.4

billion, driven mainly

by

which

have

been

by

a

decline

in

fair

value

as

a

result

of

the

rising

rate

environment.

The portfolio of

available-for-sale debt securities is comprised

mainly of U.S Treasuries

and obligations from the

U.S.

Government, its

agencies or

government sponsored

entities, including

Federal National

Mortgage Association

(“FNMA”), Federal

Home Loan Mortgage Corporation (“FHLMC”) and Government National Mortgage Association (“GNMA”). As discussed in Note 2 of

Form 10-K,

these securities

carry an

explicit or

implicit guarantee

U.S. Government,

are highly

rated by

major

rating agencies, and have a long history of

no credit losses. Accordingly, the Corporation applies a zero-credit loss assumption.

Note 6 –Debt securities held-to-maturity

the amortized

cost, allowance

losses, gross

unrealized gains

and losses,

approximate fair

value,

weighted average

yield

and contractual

maturities of

held-to-maturity at

and

Value

Gross

Gross

Book

[1]

for Credit

Net of

Fair

average

cost

Value

Losses

gains

losses

value

yield

$

598,695

$

598,695

$

$

598,695

$

$

7,917

$

590,778

2.66

%

7,878,042

7,307,981

7,307,981

128,694

7,179,287

1.34

8,476,737

136,611

1.43

Obligations of Puerto Rico, States and

3,055

3,055

3,049

3,051

6.23

18,595

18,595

18,483

18,387

3.60

5.80

38,866

38,866

6,105

32,761

2,781

1,967

33,575

1.42

Total obligations of

Puerto Rico, States and

61,361

61,361

6,251

55,110

2,855

2,115

55,850

2.38

1,527

1,527

1,527

1,341

2.87

mortgage obligations -

federal agencies

1,527

1,527

1,527

1,341

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]

$

8,545,585

$

7,975,524

$

6,251

$

$

2,855

$

138,912

$

1.44

%

[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]

7.9

billion pledged to secure public and trust deposits that

the secured parties are not permitted to sell or repledge

the collateral.

The

Corporation had unpledged held-to-maturities securities with

a fair value of $

69.7

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

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

discussed in

Note

of

2023 Form

10-K,

carry

an

explicit

guarantee from

the

are

highly rated by major rating

agencies and have a long

history of no credit losses. Accordingly,

the Corporation applies a zero-credit

loss assumption and no allowance for credit losses

(“ACL”) for these securities has been established.

At June

2023, the “Obligations

Rico, States and

political subdivisions” classified

as held-to-

maturity,

issued by

of

Puerto

Rico

that

are

generally

not

rated

by

a

credit

rating

agency.

This

includes $

million of general and special obligation bonds issued by three municipalities of Puerto Rico, that

are payable primarily

from

certain

property

taxes

imposed

by

the

issuing

31,

$

In

the

case

of

general

obligations, they

also benefit

from a

pledge of

the full

faith, credit

and unlimited

taxing power

of the

issuing municipality,

which is

required by law to levy property taxes in an amount sufficient for the payment of

debt service on such general obligation bonds. The

Corporation performs periodic credit quality

reviews of these securities and internally

assigns standardized credit risk ratings based

on its evaluation. The

Corporation considers these ratings in

its estimate to develop the

allowance for credit losses

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

$

2,255

$

2,255

Pass

13,265

16,565

Total

$

15,520

$

18,820

At June 30, 2024, the portfolio of “Obligations of Puerto Rico, States

and political subdivisions” also includes $

million in securities

issued

by

the

Puerto

Rico

Housing Finance

(“HFA”),

a

instrumentality,

for

which the

underlying source

of

payment

is

second

loans

in

Puerto

Rico

properties

(not

the

government),

but

for

which

HFA,

a

guarantee in

of default

the satisfaction

of certain

other conditions

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

the

borrowers.

As

of

June

30,

2024,

the

average

refreshed

FICO

score

for

the

sample,

of

%

of

the

nominal

value

of

the

used

for

the

loss

was

of

(compared

to

%

and

,

respectively, at

December 31, 2023).

The loss estimates

for this portfolio

was based on

the methodology established

under CECL

for

similar

loan

obligations.

The

does

not

the

when

estimating

the

credit

losses

associated with this portfolio.

A

deterioration of

or

of

the fiscal

health of

the

Government of

and/or

its

instrumentalities

(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

Note 20

to the

for additional

Rico Government.

At

June

30,

and

31,

2023,

the

of

“Obligations

of

Puerto

Rico,

States

and

subdivisions”

also

$

million

in securities

issued

by the

HFA

for

which the

underlying source

of

payment

is U.S.

The

Corporation applies a

zero

-credit loss assumption for

these securities, and no

ACL has been

established for these securities

given

that U.S. Treasury

securities carry an

explicit guarantee from the

U.S. Government, are

highly rated by

major rating agencies,

and

have a long history of no credit losses. Refer

to Note 2 of 2023 Form 10-K for further details.

Delinquency status

At June 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 six months ended June 30,

2024 and June 30, 2023:

For the quarters ended June 30,

Obligations of Puerto Rico, States and political subdivisions

Allowance for credit losses:

$

5,731

$

6,792

(647)

Securities charged-off

$

6,251

$

6,145

For the six months ended June 30,

Obligations of Puerto Rico, States and political subdivisions

Allowance for credit losses:

$

5,780

$

6,911

(766)

Securities charged-off

$

6,251

$

6,145

The

for

credit

losses

for

the

Obligations

of

Puerto

Rico,

States

and

$

0.2

million

for

securities issued by municipalities of

Puerto Rico, and $

6.1

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.

During the quarter

and six months ended

June 30, 2024, the

Corporation recorded purchases (including repurchases)

of mortgage

loans

amounting

to

$

million

and

$

respectively

(June 30,

$

million

and

$

respectively). The

Corporation did

no

t purchase

consumer loans

period ended

2024 (during

and six

June 30, 2023 - $

million, respectively). During the quarter and six months ended June

30, 2024, the Corporation

recorded purchases

of $

$

respectively (June

  • $

million

and $

respectively), in

commercial loans.

The

performed

whole-loan

sales

involving

$

million

and

$

million

of

loans

respectively (June

  • $

$

million, respectively).

six

months

the

Corporation performed

sales of

commercial loans,

including loan

participations

amounting

to

$

The

Corporation did

no

t

perform

sales

of

loans

during

the

quarter

ended

June

30,

(during the

  • $

$

million, respectively).

Also, during

the six

months

ended

June

30,

2024,

the

securitized

$

million

of

loans

into

GNMA

and

$

million

of

loans

into

FNMA

to

$

million

and

$

respectively, during the six months ended June 30, 2023.

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

June 30, 2024 and December 31, 2023.

BPPR

30-59

60-89

90 days

Total

days

days

or more

Current

loans

loans

$

$

$

$

$

304,235

$

304,911

$

$

1,713

7,484

9,197

2,970,430

2,979,627

7,484

1,770

25,285

27,287

1,389,825

1,417,112

25,285

5,387

2,097

26,560

34,044

4,968,740

5,002,784

22,958

3,602

5,479

5,479

178,460

183,939

287,468

105,266

373,306

766,040

5,824,480

6,590,520

163,790

209,516

Leasing

20,631

5,071

7,059

32,761

1,795,287

7,059

15,032

9,436

23,931

48,399

1,114,140

23,931

2,216

2,216

21,535

12,755

19,650

53,940

1,690,933

1,744,873

19,650

Auto

103,873

24,943

39,333

168,149

3,605,143

39,333

Other

1,207

2,441

151,092

153,533

Total

$

464,097

$

160,058

$

524,258

$

1,148,413

$

23,994,981

$

25,143,394

$

286,887

$

237,371

30-59

60-89

90 days

Total

days

days

or more

Current

loans

loans

$

2,962

$

$

8,700

$

11,662

$

2,067,907

$

2,079,569

$

8,700

$

2,494

2,783

1,025

6,302

2,018,543

2,024,845

1,025

17,095

22,256

39,351

1,687,354

1,726,705

22,256

5,181

5,992

11,477

2,181,096

2,192,573

5,782

921,820

921,820

1,309

23,479

11,554

36,342

1,256,864

1,293,206

11,554

Home equity lines of

credit

3,780

5,132

61,644

66,776

3,780

1,770

1,689

1,851

5,310

129,436

134,746

1,851

Other

1,204

1,204

6,764

7,968

Total

$

15,810

$

45,812

$

55,158

$

116,780

$

10,331,446

$

10,448,226

$

54,948

$

30-59

60-89

90 days

Total

days

days

or more

Current

[2] [3]

loans

loans

$

3,195

$

$

9,143

$

12,338

$

2,372,142

$

$

9,143

$

4,207

2,783

8,509

15,499

4,988,973

8,509

1,770

17,327

47,541

66,638

3,077,179

47,541

10,568

2,401

32,552

45,521

7,149,836

28,740

3,812

5,479

5,479

1,100,280

[1]

288,777

128,745

384,860

802,382

7,081,344

175,344

209,516

Leasing

20,631

5,071

7,059

32,761

1,795,287

7,059

15,032

9,436

23,931

48,399

1,114,158

23,931

3,780

5,132

63,860

68,992

3,780

23,305

14,444

21,501

59,250

1,820,369

21,501

Auto

103,873

24,943

39,333

168,149

3,605,143

39,333

Other

2,180

1,207

3,645

157,856

161,501

Total

$

479,907

$

205,870

$

579,416

$

1,265,193

$

34,326,427

$

$

341,835

$

237,581

[1]

It is the Corporation’s policy to report delinquent residential

mortgage loans insured by Federal Housing Administration

(“FHA”) or guaranteed by

the U.S. Department of Veterans Affairs

(“VA”) as accruing loans past

due 90 days or more as opposed to non-performing

since the principal

repayment is insured.

These balances include $

million of residential mortgage loans insured by FHA

or guaranteed by the VA

that are no

longer accruing interest as of June 30, 2024. Furthermore,

as of June 30, 2024, the Corporation had approximately

$

million in reverse

mortgage loans which are guaranteed by FHA, but which

are currently not accruing interest. Due to the guaranteed

nature of the loans, it is the

Corporation’s policy to exclude these balances from

non-performing assets.

[2]

Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.

[3]

13.6

billion pledged to secure credit facilities and public funds

that the secured parties are not permitted to sell or repledge

the collateral,

7.2

billion were pledged at the Federal Home Loan Bank

("FHLB") as collateral for borrowings and $

6.4

billion at the Federal Reserve

Bank ("FRB") for discount window borrowings. As of June

30, 2024, the Corporation had an available borrowing

facility with the FHLB and the

discount window of Federal Reserve Bank of New York

of $

3.9

4.7

billion, respectively.

BPPR

30-59

60-89

90 days

Total

days

days

or more

Current

loans

loans

$

$

$

1,991

$

2,515

$

289,427

$

291,942

$

1,991

$

5,510

8,745

14,332

2,990,922

3,005,254

8,745

2,726

29,430

32,405

1,365,978

1,398,383

29,430

6,998

3,352

36,210

46,560

4,749,666

4,796,226

32,826

3,384

6,378

6,378

163,479

169,857

6,378

260,897

114,282

416,528

791,707

5,600,117

6,391,824

175,106

241,422

Leasing

20,140

6,719

8,632

35,491

1,696,318

8,632

13,243

9,912

23,281

46,436

1,089,292

23,281

2,392

2,648

19,065

14,611

19,031

52,707

1,723,603

1,776,310

19,031

Auto

100,061

27,443

45,615

173,119

3,487,661

45,615

Other

1,641

1,213

3,058

147,104

150,162

Total

$

431,035

$

176,849

$

597,080

$

1,204,964

$

23,305,959

$

24,510,923

$

328,718

$

268,362

30-59

60-89

90 days

Total

days

days

or more

Current

loans

loans

$

9,141

$

2,001

$

$

11,142

$

2,112,536

$

2,123,678

$

$

1,036

1,117

2,719

2,079,448

2,082,167

1,117

30,560

6,274

36,834

1,645,418

1,682,252

6,274

7,815

3,881

12,393

2,317,502

2,329,895

3,772

789,423

789,423

48,818

7,821

11,191

67,830

1,236,263

1,304,093

11,191

1,472

3,733

5,209

58,096

63,305

3,733

2,222

1,948

2,805

6,975

161,962

168,937

2,805

Other

10,274

10,279

Total

$

100,598

$

13,507

$

29,002

$

143,107

$

10,410,941

$

10,554,048

$

28,893

$

30-59

60-89

90 days

Total

days

days

or more

Current

[2]

[3]

loans

loans

$

9,665

$

2,001

$

1,991

$

13,657

$

2,401,963

$

$

1,991

$

6,076

1,113

9,862

17,051

5,070,370

9,862

33,286

35,704

69,239

3,011,396

35,704

14,813

4,049

40,091

58,953

7,067,168

36,598

3,493

6,378

6,378

952,902

959,280

6,378

[1]

309,715

122,103

427,719

859,537

6,836,380

186,297

241,422

Leasing

20,140

6,719

8,632

35,491

1,696,318

8,632

13,243

9,912

23,281

46,436

1,089,311

23,281

1,702

3,759

5,465

60,488

65,953

3,733

21,287

16,559

21,836

59,682

1,885,565

21,836

Auto

100,061

27,443

45,615

173,119

3,487,661

45,615

Other

1,645

1,214

3,063

157,378

160,441

Total

$

531,633

$

190,356

$

626,082

$

1,348,071

$

33,716,900

$

$

357,611

$

268,471

[1]

It is the Corporation’s policy to report delinquent residential

mortgage loans insured by FHA or guaranteed

by the VA as accruing loans

90 days or more as opposed to non-performing since

the principal repayment is insured.

These balances include $

million of residential

mortgage loans insured by FHA or guaranteed by the VA

that are no longer accruing interest as of December

31, 2023. Furthermore, as of

December 31, 2023, the Corporation had approximately

$

million in reverse mortgage loans which are guaranteed

by FHA, but which are

currently not accruing interest. Due to the guaranteed nature

of the loans, it is the Corporation’s policy to exclude

these balances from non-

performing assets.

[2]

Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.

[3]

14.2

billion pledged to secure credit facilities and public funds

that the secured parties are not permitted to sell or repledge

the collateral,

7.0

billion were pledged at the Federal Home Loan Bank

(FHLB) as collateral for borrowings and $

7.2

billion at the Federal Reserve

Bank (FRB) for discount window borrowings. As of December

31, 2023, the Corporation had an available borrowing

facility with the FHLB and the

discount window of Federal Reserve Bank of New York

of $

3.5

4.4

billion, respectively.

Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments

of principal or interest. The Corporation discontinues the recognition of interest income on residential mortgage loans insured by the

FHA or guaranteed by the VA when 15 months

delinquent as to principal or interest, since the principal repayment on these loans is

insured.

2024, mortgage loans held-in-portfolio include

$

2.4

billion (December 31, 2023 -

$

2.2

billion) of loans that

carry certain

guarantees from the FHA or the VA of which $

209.7

million (December 31, 2023 - $

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

2024 (December 31, 2023 -

$

million). The Corporation has

million in reverse mortgage

loans in

Puerto Rico which are guaranteed by FHA, but which are currently not accruing interest at June 30, 2024 (December 31, 2023 - $

Loans with a delinquency status of

90 days past due as

of June 30, 2024 include

$

million in loans previously pooled into GNMA

31,

$

Under

the

GNMA

program,

issuers

such

as

BPPR

have

the

option

but

not

the

obligation to repurchase loans

that are 90

past due. For

accounting purposes, these loans

subject to the

option

are

be

reflected on

the

financial statements

of BPPR

with

an

offsetting

liability.

Loans

in

our

GNMA

portfolio benefit

from payment

forbearance programs

but continue

to reflect

the contractual

delinquency until

the borrower

repays

deferred payments or completes a payment deferral

modification or other borrower assistance alternative.

The following tables present the amortized cost basis

of non-accrual loans as of June 30, 2024 and

December 31, 2023 by class of

loans:

BPPR

with no

with

with no

with

with no

with

$

$

$

8,700

$

$

8,700

$

3,574

3,910

1,025

3,574

4,935

16,822

8,463

22,256

39,078

8,463

13,512

9,446

5,782

13,512

15,228

72,290

91,500

11,086

72,758

102,586

Leasing

6,469

6,469

HELOCs

3,780

3,780

3,715

15,935

1,851

3,715

17,786

Auto

1,898

37,435

1,898

37,435

Other

Total

$

112,401

$

174,486

$

31,424

$

23,524

$

143,825

$

198,010

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 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 June

30, 2024 include

$

collateral dependent loans

2023 -

$

Corporation recognized $

on non-accrual

loans during

the six

June 30, 2024 (June 30, 2023 - $

The following tables present the amortized cost basis

of collateral-dependent loans, for which the ACL was measured

based on the

fair value of the collateral less cost to sell, by class

of loans and type of collateral as of June 30,

2024 and December 31, 2023:

Real Estate

Auto

Equipment

Other

Total

BPPR

$

1,309

$

$

$

$

1,309

213,560

213,560

22,581

22,581

3,332

16,949

20,281

71,670

71,670

Leasing

1,668

1,669

3,791

3,791

Auto

14,577

14,577

Other

$

316,243

$

16,245

$

$

16,987

$

349,476

$

8,700

$

$

$

$

8,700

22,256

$

22,256

3,072

3,125

1,065

1,065

$

32,021

$

$

$

3,072

$

35,146

$

10,009

$

$

$

$

10,009

213,560

213,560

44,837

44,837

3,332

20,021

23,406

72,735

72,735

Leasing

1,668

1,669

3,791

3,791

Auto

14,577

14,577

Other

Inc.

$

348,264

$

16,245

$

$

20,059

$

384,622

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 six months ended June 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 six months

ended June 30, 2024

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 six months

ended June 30, 2023

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

which

include

the

impact

of

loan

modifications,

with

macroeconomic

expectations to derive the lifetime expected loss.

At June

estimated the

ACL by

weighting the

outputs of

optimistic, baseline,

and pessimistic

scenarios.

Among the

three scenarios used

to estimate

the ACL, the

baseline is

assigned the highest

probability,

followed by the

pessimistic

scenario given the

uncertainties in the

economic outlook and

downside risk. The

weightings applied are

evaluation on a

quarterly basis as

part of the

ACL’s governance

process. The Corporation evaluates,

at least on

an annual basis, the

tied to the CECL accounting framework. These

include the reasonable and supportable period

as well as the reversion window.

the changes

in the

ACL of

and unfunded

commitments for

and six

months ended June 30, 2024 and 2023.

BPPR

Ending

Balance

Balances

$

3,567

$

(264)

$

$

$

$

3,303

53,666

(324)

53,386

43,537

(5,296)

1,134

39,375

102,844

14,440

(8,072)

2,051

111,263

203,614

8,556

(8,072)

3,229

207,327

3,114

3,638

76,564

(6,419)

(26)

3,775

73,900

Leasing

8,991

8,094

(3,841)

1,141

14,385

88,169

11,856

(16,419)

2,707

86,313

(94)

99,504

15,492

(23,293)

2,318

94,021

Auto

157,456

10,250

(16,609)

6,352

157,449

Other

6,808

(680)

6,489

352,039

37,830

(57,095)

11,581

344,355

$

644,322

$

48,585

$

$

(69,034)

$

19,726

$

643,605

$

4,942

$

$

$

$

$

5,540

1,441

2,095

$

6,383

$

1,252

$

$

$

$

7,635

[1] Allowance for credit losses of unfunded commitments

is presented as part of Other Liabilities in the Consolidated

Ending

Balance

Balance

$

9,176

$

(1,303)

$

$

$

7,877

11,958

(1,151)

10,849

20,270

(1,514)

18,815

17,574

(1,367)

(1,195)

15,219

58,978

(5,335)

(1,195)

52,760

8,025

1,126

9,251

9,874

(502)

(18)

9,389

1,770

(510)

(14)

1,643

16,573

(4,596)

13,427

Other

(2)

(18)

18,345

(4,628)

1,072

15,072

$

95,222

$

(4,428)

$

(5,841)

$

1,519

$

86,472

$

2,542

$

$

$

$

2,850

7,837

8,399

(5)

$

10,384

$

$

$

$

11,249

[1]

Ending

Balance

Balance

$

12,743

$

(1,567)

$

$

$

$

11,180

65,624

(1,475)

64,235

63,807

(6,810)

1,193

58,190

120,418

13,073

(9,267)

2,258

126,482

262,592

3,221

(9,267)

3,541

260,087

11,139

1,650

12,889

86,438

(6,921)

(44)

3,810

83,289

Leasing

8,991

8,094

(3,841)

1,141

14,385

88,169

11,856

(16,419)

2,707

86,313

1,872

(488)

(108)

1,726

116,077

16,287

(27,889)

2,973

107,448

Auto

157,456

10,250

(16,609)

6,352

157,449

Other

6,810

(698)

6,491

370,384

38,113

(61,723)

12,653

359,427

$

739,544

$

44,157

$

$

(74,875)

$

21,245

$

730,077

$

7,484

$

$

$

$

$

8,390

9,278

1,216

10,494

(5)

$

16,767

$

2,117

$

$

$

$

18,884

[1]

BPPR

Ending

Balance

Charge-off

Balance

$

3,614

$

(312)

$

$

$

$

3,303

53,754

(737)

53,386

40,637

(149)

(2,785)

1,672

39,375

107,577

14,816

(14,741)

3,611

111,263

205,582

13,618

(17,526)

5,653

207,327

5,294

(1,656)

3,638

72,440

(6,738)

(791)

8,966

73,900

Leasing

9,708

11,062

(8,691)

2,306

14,385

80,487

33,496

(32,815)

5,145

86,313

(291)

101,181

35,755

(47,642)

4,727

94,021

Auto

157,931

23,621

(36,776)

12,673

157,449

Other

7,132

(1,344)

6,489

346,834

93,307

(118,868)

23,082

344,355

$

639,858

$

109,593

$

$

(145,876)

$

40,007

$

643,605

$

5,062

$

$

$

$

$

5,540

1,618

2,095

$

6,680

$

$

$

$

$

7,635

[1]

Ending

Balance

Balance

$

10,126

$

(1,813)

$

(441)

$

$

7,877

11,699

(956)

10,849

16,227

2,505

18,815

14,779

1,836

(1,759)

15,219

52,831

1,572

(2,200)

52,760

7,392

1,759

9,251

10,774

(1,427)

(18)

9,389

1,875

(763)

(21)

1,643

16,609

5,786

(10,308)

1,340

13,427

Other

(49)

18,486

5,046

(10,378)

1,918

15,072

$

89,483

$

6,950

$

(12,596)

$

2,635

$

86,472

$

1,851

$

$

$

$

2,850

8,446

(47)

8,399

(29)

$

10,326

$

$

$

$

11,249

[1]

Ending

Balance

Balance

$

13,740

$

(2,125)

$

$

(441)

$

$

11,180

65,453

(1,693)

64,235

56,864

2,356

(2,785)

1,755

58,190

122,356

16,652

(16,500)

3,974

126,482

258,413

15,190

(19,726)

6,210

260,087

12,686

12,889

83,214

(8,165)

(809)

9,026

83,289

Leasing

9,708

11,062

(8,691)

2,306

14,385

80,487

33,496

(32,815)

5,145

86,313

1,978

(638)

(312)

1,726

117,790

41,541

(57,950)

6,067

107,448

Auto

157,931

23,621

(36,776)

12,673

157,449

Other

7,134

(1,393)

6,491

365,320

98,353

(129,246)

25,000

359,427

$

729,341

$

116,543

$

$

(158,472)

$

42,642

$

730,077

$

6,913

$

1,477

$

$

$

$

8,390

10,064

10,494

(29)

$

17,006

$

1,878

$

$

$

$

18,884

[1]

BPPR

Net Write

Ending

Balance

down

Balance

$

4,756

$

$

$

$

$

$

4,787

53,894

(98)

(609)

53,366

46,009

(4,437)

(76)

41,901

77,042

3,164

(1,061)

2,492

81,637

181,701

(1,341)

(1,746)

3,077

181,691

3,072

6,482

9,554

89,077

(9,572)

(297)

3,681

82,899

Leasing

20,990

(5,470)

(2,540)

13,927

67,953

10,558

(8,457)

1,955

(601)

71,408

(29)

(35)

88,408

20,279

(16,601)

3,960

96,046

Auto

130,829

5,909

(8,099)

5,608

134,247

Other

4,877

1,563

(354)

6,240

292,167

38,280

(33,546)

11,737

(601)

308,037

$

587,007

$

28,379

$

$

(38,129)

$

19,442

$

(601)

$

596,108

$

4,900

$

$

$

$

$

$

5,288

1,946

1,164

3,110

$

6,846

$

1,552

$

$

$

$

$

8,398

[1]

Ending

Balance

Balance

$

20,610

$

$

$

$

21,392

17,956

18,350

8,488

1,174

(177)

9,506

15,224

4,524

(2,081)

18,014

62,278

6,807

(2,258)

67,262

1,258

1,778

15,400

(2,315)

13,194

1,853

(52)

2,074

21,321

2,169

(4,287)

19,782

Other

(47)

23,177

2,270

(4,386)

21,858

$

102,113

$

7,282

$

(6,644)

$

1,341

$

104,092

$

1,229

$

$

$

$

1,348

1,278

1,797

(12)

$

2,569

$

$

$

$

3,195

[1]

Ending

Balance

down

Balance

$

25,366

$

$

$

$

$

$

26,179

71,850

(609)

71,716

54,497

(3,263)

(253)

51,407

92,266

7,688

(3,142)

2,839

99,651

243,979

5,466

(4,004)

3,512

248,953

4,330

7,002

11,332

104,477

(11,887)

(297)

3,790

96,093

Leasing

20,990

(5,470)

(2,540)

13,927

67,953

10,558

(8,457)

1,955

(601)

71,408

1,953

(87)

2,170

109,729

22,448

(20,888)

4,539

115,828

Auto

130,829

5,909

(8,099)

5,608

134,247

Other

4,880

1,609

(401)

6,242

315,344

40,550

(37,932)

12,534

(601)

329,895

$

689,120

$

35,661

$

$

(44,773)

$

20,783

$

(601)

$

700,200

$

6,129

$

$

$

$

$

$

6,636

3,224

1,683

4,907

(12)

$

9,415

$

2,178

$

$

$

$

$

11,593

[1]

BPPR

Impact of

Adopting

Ending

Balance

down

Balance

$

5,210

$

$

(424)

$

$

$

$

$

4,787

52,475

1,186

(609)

53,366

48,393

(1,161)

(7,167)

(79)

1,915

41,901

68,217

(552)

12,983

(2,668)

3,657

81,637

174,295

(1,713)

6,578

(3,356)

5,887

181,691

2,978

6,576

9,554

117,344

(33,556)

(8,305)

(1,143)

8,481

82,899

Leasing

20,618

(35)

(4,736)

(3,957)

2,037

13,927

58,670

26,128

(17,133)

4,344

(601)

71,408

(68)

(68)

96,369

(7,020)

31,383

(30,181)

5,495

96,046

Auto

129,735

(21)

14,228

(20,217)

10,522

134,247

Other

15,433

1,798

(11,361)

6,240

300,310

(7,041)

73,469

(78,960)

20,860

(601)

308,037

$

615,545

$

(42,345)

$

73,582

$

$

(87,416)

$

37,265

$

(601)

$

596,108

$

4,336

$

$

$

$

$

$

$

5,288

2,022

1,088

3,110

$

6,358

$

$

2,040

$

$

$

$

$

8,398

[1]

Impact of

Adopting

Ending

Balance

Balance

$

21,101

$

$

$

$

$

21,392

19,065

(2,633)

1,918

18,350

8,688

(177)

9,506

12,227

7,052

(2,580)

1,315

18,014

61,081

5,657

(2,757)

3,281

67,262

1,268

1,778

17,910

(2,098)

(2,741)

13,194

(1)

2,439

(657)

(195)

2,074

22,057

(1,140)

6,360

(8,457)

19,782

Other

(100)

24,498

(1,140)

5,799

(8,753)

1,454

21,858

$

104,757

$

(3,238)

$

9,225

$

(11,510)

$

4,858

$

104,092

$

1,175

$

$

$

$

$

1,348

1,184

1,797

(38)

$

2,447

$

$

$

$

$

3,195

[1]

Impact

for

of adopting

Ending

Balance

Charge-

offs

Recoverie

s

down

Balance

$

26,311

$

$

(136)

$

$

$

$

$

26,179

71,540

(1,447)

(609)

2,232

71,716

57,081

(1,161)

(6,217)

(256)

1,960

51,407

80,444

(552)

20,035

(5,248)

4,972

99,651

235,376

(1,713)

12,235

(6,113)

9,168

248,953

4,246

7,086

11,332

135,254

(35,654)

(11,046)

(1,143)

8,604

96,093

Leasing

20,618

(35)

(4,736)

(3,957)

2,037

13,927

58,670

26,129

(17,134)

4,344

(601)

71,408

2,542

(725)

(263)

2,170

118,426

(8,160)

37,743

(38,638)

6,457

115,828

Auto

129,735

(21)

14,228

(20,217)

10,522

134,247

Other

15,435

1,893

(11,461)

6,242

324,808

(8,181)

79,268

(87,713)

22,314

(601)

329,895

$

720,302

$

(45,583)

$

82,807

$

$

(98,926)

$

42,123

$

(601)

$

700,200

$

5,511

$

$

1,125

$

$

$

$

$

6,636

3,206

1,701

4,907

(38)

$

8,805

$

$

2,788

$

$

$

$

$

11,593

[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

during

the

quarters

ended

June

30,

and

June

30,

to

$

70.2

million

and

$

5.0

respectively, related to the commercial loan portfolios.

The following tables show the amortized cost basis of the loans modified to borrowers experiencing financial difficulties at the end of

the reporting period disaggregated by

class of financing receivable and

type of concession granted

for the quarters and

ended June 30, 2024 and June 30, 2023. 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 June 30, 2024

BPPR

$

%

$

%

$

%

1,747

0.03

%

%

1,747

0.02

%

%

%

%

0.04

%

%

0.04

%

0.05

%

%

0.05

%

Other

0.02

%

%

0.02

%

Total

$

3,117

0.01

%

$

%

$

3,117

0.01

%

BPPR

$

3,084

0.10

%

$

%

$

3,084

0.06

%

1,134

0.08

%

6,071

0.35

%

7,205

0.23

%

23,059

0.46

%

%

23,059

0.32

%

16,933

0.26

%

0.05

%

17,575

0.22

%

0.01

%

0.10

%

0.02

%

Auto

%

%

%

Total

$

44,504

0.18

%

$

6,849

0.07

%

$

51,353

0.14

%

BPPR

$

57,071

1.92

%

$

%

$

57,071

1.14

%

6,230

0.44

%

%

6,230

0.20

%

52,124

1.04

%

%

52,124

0.72

%

%

%

%

Total

$

115,552

0.46

%

$

%

$

115,552

0.32

%

BPPR

$

0.01

%

$

%

$

0.01

%

5,246

0.08

%

%

5,277

0.07

%

2,190

0.13

%

%

2,190

0.12

%

Total

$

7,926

0.03

%

$

%

$

7,957

0.02

%

Combination -

Other-Than-Insignificant Payment Delays and Interest Rate

Reduction

$

%

$

%

$

%

0.02

%

%

0.02

%

Total

$

%

$

%

$

%

Difficulty for the six months ended June 30,

BPPR

$

%

$

%

$

%

2,122

0.04

%

%

2,122

0.03

%

%

%

%

0.05

%

%

0.05

%

1,085

0.06

%

%

1,085

0.06

%

Other

0.02

%

%

0.02

%

Total

$

3,856

0.02

%

$

%

$

3,856

0.01

%

BPPR

$

39,484

1.33

%

$

%

$

39,484

0.79

%

11,718

0.83

%

6,071

0.35

%

17,789

0.57

%

23,767

0.48

%

%

23,767

0.33

%

29,868

0.45

%

0.05

%

30,510

0.39

%

0.02

%

0.10

%

0.03

%

Auto

%

%

%

Total

$

105,329

0.42

%

$

6,854

0.07

%

$

112,183

0.32

%

BPPR

$

57,071

1.92

%

$

%

$

57,071

1.14

%

16,207

1.14

%

%

16,207

0.52

%

56,477

1.13

%

%

56,477

0.78

%

%

%

%

Total

$

129,882

0.52

%

$

%

$

129,882

0.36

%

BPPR

$

0.03

%

$

%

$

0.02

%

0.01

%

%

0.01

%

8,655

0.13

%

0.01

%

8,723

0.11

%

3,234

0.19

%

0.11

%

3,378

0.18

%

Total

$

13,365

0.05

%

$

%

$

13,577

0.04

%

Combination - Other-Than-Insignificant Payment Delays

$

%

$

%

$

%

0.05

%

%

0.05

%

Total

$

%

$

%

$

%

Difficulty for the quarter ended June 30, 2023

BPPR

$

0.02

%

$

%

$

0.02

%

0.01

%

%

0.01

%

Total

$

%

$

%

$

%

BPPR

$

24,978

0.86

%

$

%

$

24,978

0.53

%

1,434

0.10

%

15,715

0.97

%

17,149

0.56

%

21,610

0.54

%

%

21,610

0.35

%

5,422

3.12

%

%

5,422

0.66

%

10,694

0.17

%

2,676

0.21

%

13,370

0.18

%

%

0.05

%

0.01

%

Auto

%

%

%

Total

$

64,224

0.28

%

$

18,504

0.19

%

$

82,728

0.25

%

BPPR

$

0.05

%

$

%

$

0.02

%

%

%

%

Total

$

%

$

%

$

%

BPPR

$

%

$

%

$

%

11,372

0.18

%

0.01

%

11,453

0.15

%

0.03

%

%

0.03

%

Total

$

11,919

0.05

%

$

%

$

12,000

0.04

%

Combination -

Other-Than-Insignificant Payment Delays and Interest Rate

Reduction

$

%

$

%

$

%

0.02

%

%

0.02

%

Total

$

%

$

%

$

%

Difficulty for the six months ended June 30,

BPPR

$

%

$

%

$

%

0.04

%

%

0.04

%

0.02

%

%

0.02

%

Other

%

%

%

Total

$

%

$

%

$

%

BPPR

$

24,978

0.86

%

$

%

$

24,978

0.53

%

3,159

0.22

%

15,715

0.97

%

18,874

0.62

%

25,069

0.62

%

%

25,069

0.40

%

5,422

3.12

%

4,700

0.73

%

10,122

1.23

%

25,100

0.41

%

4,515

0.35

%

29,615

0.40

%

%

0.08

%

0.01

%

Auto

%

%

%

Total

$

83,840

0.36

%

$

25,095

0.25

%

$

108,935

0.33

%

BPPR

$

1,743

0.06

%

$

%

$

1,743

0.04

%

13,812

0.97

%

13,650

0.85

%

27,462

0.90

%

1,395

0.03

%

0.04

%

2,217

0.04

%

%

%

%

Total

$

17,087

0.07

%

$

14,472

0.15

%

$

31,559

0.10

%

BPPR

$

0.01

%

$

%

$

0.01

%

%

%

%

21,805

0.35

%

0.03

%

22,213

0.30

%

0.05

%

%

0.05

%

Auto

%

%

%

Total

$

22,899

0.10

%

$

%

$

23,307

0.07

%

Combination - Other-Than-Insignificant Payment Delays

$

0.00%

$

$

0.00%

0.04%

0.04%

Total

$

0.00%

$

$

0.00%

The following tables describe the financial effect of the

modifications made to borrowers experiencing

financial difficulties:

12.0

% to

.0%

.0% to

9.3

%.

6.35

% to

4.44

%.

19.73

% to

4.16

%.

19.2

% to

10.1

%.

Other

.0% to

%.

Auto

Other than insignificant payment delays

10.1

% to

8.3

%.

12.0

% to

.0%.

19.2

% to

9.4

%.

6.2

% to

4.5

%.

20.2

% to

.0%.

18.8

% to

.0%.

Other

.0% to

%.

Auto

21.7

% to

.0%.

5.6

% to

4.1

%.

17.6

% to

4.7

%.

20.3

% to

10.7

%.

month to the life of loans.

Auto

.0% to

5.3

%.

21.7

% to

.0%.

5.7

% to

4.2

%.

17.6

% to

4.6

%.

18.9

% to

10.3

%.

Auto

12.64

% to

12.62

%.

Other

.0% to

%.

Auto

The following tables present, by

class, the performance of loans

that have been modified

during the twelve months

preceding June

30,

The

past

due

days

or

more

categories

all

loans

as

non-accruing

at

the

time

of

the

modification. These

loans will

continue in

non-accrual status,

and presented

as past

due 90

days or

more, until

the borrower

has

demonstrated a willingness and

ability to make

the restructured loan payments

(at least six

months of sustained

performance after

the modification

or one

year for

loans providing

for quarterly

or semi-annual

payments) and

management has

concluded that

it is

probable that the borrower would not be in payment

default in the foreseeable future.

BPPR

due

Current

Total

Default

Without

$

$

$

$

$

$

$

$

2,847

3,023

123,280

126,303

2,847

1,976

2,311

187,369

189,680

1,976

16,325

16,731

81,051

97,782

11,994

4,331

8,969

3,596

23,535

36,100

46,337

82,437

4,833

18,702

1,269

1,637

1,461

1,711

5,085

6,796

1,229

Auto

Other

Total

$

10,018

$

3,969

$

46,394

$

60,381

$

444,454

$

504,835

$

17,138

$

29,256

due

Current

Total

Default

Without

$

$

$

$

$

48,948

$

48,948

$

$

1,691

Total

$

$

$

$

$

50,031

$

50,956

$

$

due

Current

Total

Default

Without

$

$

$

$

$

$

$

$

2,847

3,023

123,280

126,303

2,847

1,976

2,311

236,317

238,628

1,976

16,325

16,731

81,051

97,782

11,994

4,331

8,969

3,596

24,307

36,872

47,256

84,128

4,833

19,474

1,269

1,637

1,571

1,864

5,249

7,113

1,336

Auto

Other

Total

$

10,037

$

3,993

$

47,276

$

61,306

$

494,485

$

555,791

$

17,141

$

30,135

to make the restructured loan payments.

Payment default is defined as a restructured loan becoming

90 days past due after being modified, foreclosed

or

tables present,

by class,

the performance

of loans

been modified

30,

BPPR

due

Current

Total

Default

Without

$

$

$

$

$

26,293

$

26,721

$

$

2,338

2,338

14,752

17,090

2,338

25,728

26,600

5,422

5,422

3,158

1,611

16,213

20,982

26,286

47,268

1,047

15,166

1,294

Auto

Other

Total

$

3,224

$

1,661

$

20,285

$

25,170

$

100,166

$

125,336

$

1,220

$

19,065

due

Current

Total

Default

Without

$

$

$

$

$

29,365

$

29,365

$

$

4,700

4,700

4,583

4,923

Total

$

$

$

$

$

39,506

$

39,978

$

$

due

Current

Total

Default

Without

$

$

$

$

$

26,293

$

26,721

$

$

2,338

2,338

44,117

46,455

2,338

26,550

27,422

10,122

10,122

3,158

1,611

16,553

21,322

30,869

52,191

1,151

15,402

1,462

Auto

Other

Total

$

3,224

$

1,661

$

20,757

$

25,642

$

139,672

$

165,314

$

1,324

$

19,433

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.

During

the

quarter

and

six

months

ended

June

30,

2024,

the

outstanding balance

of

loans

for

borrowers under

difficulties

that

were subject

to

payment default

and that

had

been modified

twelve months

preceding the default date was $

million, respectively. The amount was not considered material for the quarter and

six months ended June 30, 2023.

For the quarter ended June 30,

2024, extension of maturity and the combination of

interest rate reduction and extension of maturity

to

$

million

and

$

of

the

balance

of

loans

for

under

difficulties that were subject to payment default during the year preceding the default date. For the six months ended June 30, 2024,

extension

of

and

the

combination

of

rate

reduction

and

extension

of

to

$

million

and

$

respectively

of

the

balance

of

loans

for

under

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 June 30,

2024 and December 31, 2023 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

to

the

Statements included in the 2023 Form 10-K:

Loans

Loans

Prior

Years

Total

BPPR

Pass

$

44,388

$

37,606

$

137,410

$

21,152

$

20,313

$

27,850

$

$

$

288,719

Watch

5,892

5,892

4,704

5,254

5,046

5,046

$

44,388

$

37,606

$

137,960

$

21,152

$

20,313

$

43,492

$

$

$

304,911

Pass

$

36,743

$

309,981

$

849,864

$

555,370

$

344,017

$

571,249

$

6,770

$

$

2,673,994

Watch

2,013

4,978

30,125

44,203

82,021

41,841

7,046

24,527

70,888

144,302

1,009

1,256

2,094

69,960

4,815

79,310

$

36,743

$

354,844

$

858,868

$

585,051

$

376,236

$

756,300

$

11,585

$

$

2,979,627

Pass

$

75,302

$

95,573

$

151,548

$

220,420

$

48,868

$

347,176

$

10,003

$

$

948,890

Watch

1,943

40,641

8,979

4,477

86,911

143,802

19,723

20,479

21,180

1,324

64,527

1,177

20,834

4,844

142,327

77,726

12,730

259,799

$

76,311

$

99,617

$

232,746

$

254,722

$

196,569

$

533,087

$

24,060

$

$

1,417,112

$

$

$

$

$

$

2,785

$

$

$

2,785

Pass

$

477,695

$

940,843

$

626,694

$

324,125

$

230,338

$

359,336

$

1,169,333

$

$

4,128,364

Watch

18,325

55,880

48,329

158,512

3,602

75,664

221,013

581,325

4,889

13,700

5,188

3,697

2,779

41,292

36,044

107,589

3,610

34,030

6,261

15,544

24,855

100,141

185,436

$

504,519

$

1,011,418

$

714,241

$

492,595

$

252,315

$

501,165

$

1,526,531

$

$

5,002,784

$

$

$

$

$

$

10,495

$

3,292

$

$

14,741

Pass

$

25,686

$

40,086

$

25,319

$

20,051

$

10,634

$

1,011

$

34,577

$

$

157,364

Watch

13,485

5,752

$

19,361

7,214

7,214

$

25,686

$

40,086

$

38,804

$

33,017

$

10,634

$

1,011

$

34,701

$

$

183,939

Pass

$

413,438

$

743,023

$

425,050

$

420,488

$

246,273

$

4,265,755

$

$

$

6,514,027

1,309

73,952

76,493

$

413,438

$

744,332

$

425,679

$

420,742

$

246,622

$

4,339,707

$

$

$

6,590,520

$

$

$

$

$

$

$

$

$

Loans

Loans

Prior

Years

Total

BPPR

Leasing

Pass

$

400,436

$

538,440

$

425,174

$

263,168

$

132,626

$

61,146

$

$

$

1,820,990

1,349

2,301

1,630

1,062

7,022

Loss

$

400,436

$

539,825

$

427,475

$

264,798

$

133,306

$

62,208

$

$

$

$

$

2,200

$

3,012

$

2,340

$

$

$

$

$

8,691

Pass

$

$

$

$

$

$

$

1,138,608

$

$

1,138,608

23,891

23,891

Loss

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

32,815

$

$

32,815

HELOCs

Pass

$

$

$

$

$

$

$

2,216

$

$

2,216

$

$

$

$

$

$

$

2,216

$

$

2,216

$

$

$

$

$

$

$

$

$

Pass

$

380,718

$

666,660

$

359,821

$

137,380

$

40,992

$

117,620

$

$

21,471

$

1,724,662

4,026

3,828

1,311

9,115

1,108

19,947

Loss

$

380,856

$

670,788

$

363,755

$

138,734

$

41,423

$

126,738

$

$

22,579

$

1,744,873

$

$

15,510

$

21,112

$

6,114

$

1,782

$

2,304

$

$

$

47,642

Auto

Pass

$

690,115

$

1,078,214

$

783,574

$

602,107

$

329,200

$

243,514

$

$

$

3,726,724

11,772

11,837

8,971

6,415

6,553

46,449

Loss

$

691,016

$

1,090,011

$

795,471

$

611,101

$

335,622

$

250,071

$

$

$

$

$

17,837

$

9,631

$

5,185

$

2,480

$

$

$

$

36,776

Pass

$

16,622

$

31,077

$

21,348

$

12,152

$

5,106

$

4,482

$

61,517

$

$

152,304

1,229

$

16,622

$

31,315

$

21,371

$

12,702

$

5,140

$

4,544

$

61,839

$

$

153,533

$

$

$

$

$

$

$

$

$

1,344

$

2,590,015

$

4,619,842

$

4,016,370

$

2,834,614

$

1,618,180

$

6,618,323

$

2,823,471

$

22,579

$

25,143,394

Loans

Loans

Prior

Years

Total

Pass

$

32,785

$

154,256

$

468,630

$

347,730

$

191,155

$

629,870

$

5,427

$

$

1,829,853

Watch

67,643

10,238

37,761

110,305

225,947

2,172

2,172

21,597

21,597

$

32,785

$

154,256

$

536,273

$

357,968

$

228,916

$

763,944

$

5,427

$

$

2,079,569

$

$

$

$

$

$

$

$

$

Pass

$

24,268

$

395,880

$

493,349

$

150,889

$

223,208

$

477,685

$

11,171

$

$

1,776,450

Watch

14,673

31,660

18,644

73,443

138,420

2,390

63,324

65,714

2,693

2,783

7,937

30,848

44,261

$

24,268

$

395,880

$

510,715

$

187,722

$

249,789

$

645,300

$

11,171

$

$

2,024,845

Pass

$

97,509

$

289,013

$

204,162

$

217,184

$

57,293

$

262,894

$

5,390

$

$

1,133,445

Watch

13,859

34,236

37,529

50,930

96,991

1,905

235,450

79,973

114,080

4,890

10,970

209,913

31,245

2,396

114,256

147,897

$

97,509

$

302,872

$

349,616

$

371,189

$

113,113

$

485,111

$

7,295

$

$

1,726,705

Pass

$

62,829

$

253,424

$

314,793

$

336,229

$

261,171

$

508,963

$

202,861

$

$

1,940,270

Watch

38,455

35,454

33,688

91,116

21,509

220,418

5,844

12,501

20,434

1,891

2,644

2,082

3,678

11,451

$

64,819

$

255,213

$

359,376

$

372,622

$

297,516

$

602,478

$

240,549

$

$

2,192,573

$

1,103

$

$

$

$

$

$

$

$

1,759

Pass

$

90,270

$

401,442

$

223,884

$

53,149

$

$

25,027

$

4,791

$

$

798,563

Watch

41,923

14,210

7,286

63,419

2,567

6,076

8,643

7,713

9,133

34,349

51,195

$

90,270

$

404,009

$

279,596

$

76,492

$

$

66,662

$

4,791

$

$

921,820

Pass

$

42,953

$

93,273

$

219,949

$

279,757

$

223,253

$

422,468

$

$

$

1,281,653

10,559

11,553

$

42,953

$

93,273

$

219,949

$

280,109

$

223,895

$

433,027

$

$

$

1,293,206

$

$

$

$

$

$

$

$

$

Loans

Loans

Prior

Years

Total

Pass

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

HELOCs

Pass

$

$

$

$

$

$

6,437

$

43,896

$

12,663

$

62,996

1,885

2,757

Loss

1,023

$

$

$

$

$

$

8,421

$

43,913

$

14,442

$

66,776

$

$

$

$

$

$

$

$

$

Pass

$

17,596

$

31,715

$

64,685

$

14,788

$

1,596

$

2,514

$

$

$

132,894

1,839

Loss

$

17,596

$

32,184

$

65,554

$

14,955

$

1,617

$

2,840

$

$

$

134,746

$

$

1,779

$

6,523

$

1,578

$

$

$

$

$

10,308

Pass

$

$

$

$

$

$

$

7,951

$

$

7,968

$

$

$

$

$

$

$

7,951

$

$

7,968

$

$

$

$

$

$

$

$

$

$

370,217

$

1,637,687

$

2,321,079

$

1,661,057

$

1,114,846

$

3,007,783

$

321,115

$

14,442

$

10,448,226

Loans

Loans

Prior

Years

Total

Pass

$

77,173

$

191,862

$

606,040

$

368,882

$

211,468

$

657,720

$

5,427

$

$

2,118,572

Watch

67,643

10,238

37,761

116,197

231,839

6,876

7,426

26,643

26,643

$

77,173

$

191,862

$

674,233

$

379,120

$

249,229

$

807,436

$

5,427

$

$

$

$

$

$

$

$

$

$

$

Pass

$

61,011

$

705,861

$

1,343,213

$

706,259

$

567,225

$

1,048,934

$

17,941

$

$

4,450,444

Watch

2,013

15,375

36,638

48,769

117,646

220,441

41,841

7,046

26,917

134,212

210,016

1,009

3,949

2,959

10,031

100,808

4,815

123,571

$

61,011

$

750,724

$

1,369,583

$

772,773

$

626,025

$

1,401,600

$

22,756

$

$

Pass

$

172,811

$

384,586

$

355,710

$

437,604

$

106,161

$

610,070

$

15,393

$

$

2,082,335

Watch

15,802

74,877

46,508

55,407

183,902

1,908

379,252

99,696

134,559

5,787

32,150

1,324

274,440

1,177

52,079

7,240

142,327

191,982

12,730

407,696

$

173,820

$

402,489

$

582,362

$

625,911

$

309,682

$

1,018,198

$

31,355

$

$

$

$

$

$

$

$

2,785

$

$

$

2,785

Pass

$

540,524

$

1,194,267

$

941,487

$

660,354

$

491,509

$

868,299

$

1,372,194

$

$

6,068,634

Watch

18,349

56,052

86,784

$

193,966

$

37,290

$

166,780

$

242,522

$

$

801,743

4,964

14,557

11,032

4,524

2,792

41,609

48,545

128,023

5,501

1,755

34,314

6,373

18,188

26,937

103,819

196,887

$

569,338

$

1,266,631

$

1,073,617

$

865,217

$

549,831

$

1,103,643

$

1,767,080

$

$

$

1,448

$

$

$

$

$

10,539

$

3,357

$

$

16,500

Loans

Loans

Prior

Years

Total

Pass

$

115,956

$

441,528

$

249,203

$

73,200

$

10,634

$

26,038

$

39,368

$

$

955,927

Watch

55,408

19,962

7,286

82,780

2,567

6,076

7,214

15,857

7,713

9,133

34,349

51,195

$

115,956

$

444,095

$

318,400

$

109,509

$

10,634

$

67,673

$

39,492

$

$

Pass

$

456,391

$

836,296

$

644,999

$

700,245

$

469,526

$

4,688,223

$

$

$

7,795,680

1,309

84,511

88,046

$

456,391

$

837,605

$

645,628

$

700,851

$

470,517

$

4,772,734

$

$

$

$

$

$

$

$

$

$

$

$

Leasing

Pass

$

400,436

$

538,440

$

425,174

$

263,168

$

132,626

$

61,146

$

$

$

1,820,990

1,349

2,301

1,630

1,062

7,022

Loss

$

400,436

$

539,825

$

427,475

$

264,798

$

133,306

$

62,208

$

$

$

$

$

2,200

$

3,012

$

2,340

$

$

$

$

$

8,691

Loans

Loans

Prior

Years

Total

Pass

$

$

$

$

$

$

$

1,138,626

$

$

1,138,626

23,891

23,891

Loss

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

32,815

$

$

32,815

HELOCs

Pass

$

$

$

$

$

$

6,437

$

46,112

$

12,663

$

65,212

1,885

2,757

Loss

1,023

$

$

$

$

$

$

8,421

$

46,129

$

14,442

$

68,992

$

$

$

$

$

$

$

$

$

Pass

$

398,314

$

698,375

$

424,506

$

152,168

$

42,588

$

120,134

$

$

21,471

$

1,857,556

4,486

4,697

1,478

9,441

1,108

21,786

Loss

$

398,452

$

702,972

$

429,309

$

153,689

$

43,040

$

129,578

$

$

22,579

$

$

$

17,289

$

27,635

$

7,692

$

1,921

$

2,543

$

$

$

57,950

Auto

Pass

$

690,115

$

1,078,214

$

783,574

$

602,107

$

329,200

$

243,514

$

$

$

3,726,724

11,772

11,837

8,971

6,415

6,553

46,449

Loss

$

691,016

$

1,090,011

$

795,471

$

611,101

$

335,622

$

250,071

$

$

$

$

$

17,837

$

9,631

$

5,185

$

2,480

$

$

$

$

36,776

Pass

$

16,639

$

31,077

$

21,348

$

12,152

$

5,106

$

4,482

$

69,468

$

$

160,272

1,229

$

16,639

$

31,315

$

21,371

$

12,702

$

5,140

$

4,544

$

69,790

$

$

161,501

$

$

$

$

$

$

$

$

$

1,393

Total Popular Inc.

$

2,960,232

$

6,257,529

$

6,337,449

$

4,495,671

$

2,733,026

$

9,626,106

$

3,144,586

$

37,021

$

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

of

loans, losses

on repurchased

loans, including

interest advances,

and trading

gains and

losses on

derivative

used

to

hedge

the

securitization

activities.

In

fair

value

to

mortgage loans held for sale, if any, are recorded as part of the mortgage

banking activities.

The following table presents the components of mortgage

banking activities:

Mortgage servicing fees, net of fair value adjustments:

Mortgage servicing fees

$

7,602

$

8,369

$

15,353

$

17,058

Mortgage servicing rights fair value adjustments

(1,945)

(6,216)

(5,384)

(7,592)

servicing fees, net of fair value adjustments

5,657

2,153

9,969

9,466

Net gain (loss) on sale of loans, including valuation on loans

held-for-sale

(61)

Trading account profit:

Unrealized gains on outstanding derivative positions

Realized gains on closed derivative positions

profit

Losses on repurchased loans, including interest advances

(1)

(133)

(131)

(234)

banking activities

$

5,723

$

2,316

$

10,083

$

9,716

[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

2024 and

because

they

did

not

contain

any

credit

arrangements.

The

completed

by

the

during

the

2023 were completed without credit recourse.

The

following tables

present the

initial fair

the

assets obtained

as

loans securitized

during the quarters and six months ended June 30,

2024 and 2023:

Proceeds Obtained During the Quarter Ended June 30, 2024

Level 1

Level 2

Level 3

Assets

$

$

2,601

$

$

2,601

$

$

2,601

$

$

2,601

$

$

$

$

Total

$

$

2,601

$

$

2,673

Proceeds Obtained During the Six months Ended June

Level 1

Level 2

Level 3

Assets

Mortgage-backed securities - GNMA

$

$

1,100

$

$

1,100

3,706

3,706

$

$

4,806

$

$

4,806

$

$

$

$

Total

$

$

4,806

$

$

4,923

Proceeds Obtained During the Quarter Ended June 30, 2023

Level 1

Level 2

Level 3

Assets

$

$

13,393

$

$

13,393

$

$

13,393

$

$

13,393

$

$

$

$

Total

$

$

13,393

$

$

13,759

Proceeds Obtained During the Six months Ended June

Level 1

Level 2

Level 3

Assets

Mortgage-backed securities - GNMA

$

$

1,067

$

$

1,067

23,292

23,292

$

$

24,359

$

$

24,359

$

$

$

$

Total

$

$

24,359

$

$

25,003

30, 2024, the

Corporation retained servicing

rights on whole

loan sales involving

$

million in principal balance outstanding (June 30, 2023 - $

million), with net realized gains of approximately $

0.5

million (June

30, 2023 - gains of

$

0.5

million). All loan sales performed during the six

months ended June 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

discounted

cash

flow

model

to

the

fair

value

of

MSRs.

The

discounted

cash

flow

model

incorporates

that

market

participants

would

use

in

estimating

future

net

income,

estimates

of

prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late

fees, among other considerations. Prepayment speeds are

adjusted for the loans’ characteristics and portfolio behavior.

presents the changes

in MSRs measured

using the fair

value method for

and 2023.

Residential MSRs

Fair value at beginning of period

$

118,109

$

128,350

1,240

Changes due to payments on loans

[1]

(4,435)

(5,288)

Reduction due to loan repurchases

(247)

(338)

Changes in fair value due to changes in valuation model inputs

or assumptions

(702)

(1,446)

Other

(1,269)

Fair value at end of period

[2]

$

113,386

$

121,249

[1] Represents changes due to collection / realization

of expected cash flows over time.

[2] At June 30, 2024, PB had MSRs amounting to $

1.9

1.9

During the quarter

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 $

9.4

billion at June 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.

subsidiaries receive servicing

fees based

on a

percentage of the

outstanding loan balance.

These servicing fees

are

credited to income

when they are collected.

2024, those weighted average

mortgage servicing fees were

0.32

% (June

30, 2023 -

0.31

%). Under these servicing agreements, the banking

subsidiaries do not generally earn significant prepayment

penalty

fees on the underlying loans serviced.

The section

below includes

assumptions used

in the

valuation model

of the

MSRs, originated

and purchased.

Key

economic assumptions used

in measuring the

servicing rights derived

from loans securitized

or sold by

the Corporation during

the

2023 were as follows:

BPPR

PB

BPPR

PB

BPPR

PB

BPPR

PB

6.9

%

6.3

%

7.4

%

7.1

%

6.4

%

6.2

%

7.0

%

7.2

%

Weighted average life (in years)

9.2

8.6

9.7

8.1

9.4

8.7

9.1

8.0

Discount rate (annual rate)

9.8

%

12.9

%

9.5

%

10.5

%

9.6

%

12.7

%

9.5

%

10.5

%

Key

used

to

the

fair

value

of

MSRs

derived

from

sales

and

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

$

37,997

$

39,757

$

75,389

$

78,352

Weighted average life (in years)

6.4

6.6

6.6

6.8

Weighted average prepayment speed (annual

rate)

5.8

%

5.9

%

6.9

%

7.0

%

Impact on fair value of 10% adverse change

$

(725)

$

(696)

$

(1,425)

$

(1,440)

Impact on fair value of 20% adverse change

$

(1,422)

$

(1,365)

$

(2,794)

$

(2,827)

Weighted average discount rate (annual rate)

11.3

%

11.3

%

10.9

%

10.9

%

Impact on fair value of 10% adverse change

$

(1,408)

$

(1,387)

$

(2,735)

$

(2,871)

Impact on fair value of 20% adverse change

$

(2,725)

$

(2,686)

$

(5,300)

$

(5,562)

The sensitivity analyses presented in the table above for servicing rights are hypothetical and should be used with caution. As the

figures indicate, changes in fair value based on a 10 and 20 percent variation in assumptions generally cannot be extrapolated

because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the sensitivity tables

included herein, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without

changing any other assumption. In reality, changes in one factor may result in changes in another (for example, increases in market

interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.

At

June

30,

2024,

the

$

million

in

loans

with

credit

to

the

  • $

million). Also refer

to Note

19 to

Statements for information

on changes in

the Corporation’s liability of estimated losses related

to loans serviced with credit recourse.

Under the GNMA

securitizations, the Corporation, as

servicer, has

the right to

repurchase (but not the

obligation), at its

option and

without

GNMA’s

prior

authorization,

any

loan

that

is

for

a

GNMA

security

when

certain

criteria

are

met.

At

the

time

that

loans

meet

GNMA’s

specified

criteria

and

are

eligible

for

repurchase, the Corporation is deemed to have regained effective control over these loans if the Corporation was the pool issuer. At

had recorded $

mortgage loans on

its Consolidated Statements

of Financial Condition

related

to

this

buy-back

option

program

31,

$

Loans

in

our

GNMA

benefit from

payment forbearance programs

but continue to

reflect the contractual

delinquency until the

borrower repays deferred

payments or

completes a payment deferral modification or other borrower assistance alternative. As long as the Corporation continues to service

the

loans

that

continue

to

be

in

a

GNMA

security,

the

MSR

is

by

the

During the six months ended June 30, 2024, the Corporation repurchased approximately $

million) of

loans

from

its

GNMA

The

determination

to

these

loans

was

based

on

the

benefits of the

transaction, which results in

a reduction of

the servicing costs

for these severely

delinquent loans, mainly

principal and interest advances. The risk associated with

the loans is reduced due to their

guaranteed nature. The Corporation may

place these loans under modification programs offered by FHA, VA or United States Department of Agriculture (USDA)

or other loss

mitigation programs offered by the Corporation, and once brought back to current status, these may be either retained in portfolio or

re-sold in the secondary market.

Note 11 – Other real estate owned

The following tables present the activity related to Other

Real Estate Owned (“OREO”),

for the quarters

and six months ended June

30, 2024 and 2023.

OREO

OREO

Total

$

15,962

$

64,580

$

80,542

(1,039)

(427)

(1,466)

12,146

12,662

Sales

(6,011)

(15,502)

(21,513)

$

9,428

$

60,797

$

70,225

OREO

OREO

Total

$

12,388

$

79,333

$

91,721

(45)

(269)

(314)

21,155

21,399

Sales

(785)

(25,822)

(26,607)

$

11,819

$

74,397

$

86,216

OREO

OREO

Total

$

11,189

$

69,227

$

80,416

(1,064)

(711)

(1,775)

5,860

24,782

30,642

Sales

(6,557)

(32,436)

(38,993)

(65)

(65)

$

9,428

$

60,797

$

70,225

OREO

OREO

Total

$

12,500

$

76,626

$

89,126

(239)

(1,020)

(1,259)

1,267

39,830

41,097

Sales

(1,726)

(40,921)

(42,647)

(118)

(101)

$

11,819

$

74,397

$

86,216

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)

$

979,304

$

1,009,068

Investments under the equity method

234,512

236,485

Prepaid taxes

61,760

39,052

Other prepaid expenses

32,486

29,338

Capitalized software costs

107,671

93,404

Derivative assets

25,195

24,419

Trades receivable from brokers and counterparties

47,171

23,102

Receivables from investments maturities

300,000

176,000

Principal, interest and escrow servicing advances

43,058

48,557

Guaranteed mortgage loan claims receivable

20,698

29,648

Operating ROU assets (Note 27)

104,797

116,106

Finance ROU assets (Note 27)

19,596

21,093

Assets for pension benefit

25,407

23,404

Others

170,900

144,888

Total other assets

$

2,172,555

$

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

$

80,578

$

26,782

$

53,796

Software license costs

46,146

24,669

21,477

39,142

6,744

32,398

Total Capitalized

software costs [1] [2]

$

165,866

$

58,195

$

107,671

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:

Six

Software development and license costs

$

18,612

$

16,151

$

36,313

$

31,142

1,538

1,762

Total amortization

expense

$

19,278

$

16,929

$

37,851

$

32,904

Note 13 – Goodwill and other intangible assets

Goodwill

no

changes in the carrying amount of goodwill for

the quarters and six months ended June 30, 2024 and

The following tables present the gross amount of

goodwill and accumulated impairment losses by

reportable segments:

impairment

(gross amounts)

losses

(net amounts)

$

440,184

$

3,801

$

436,383

564,456

196,411

368,045

Inc.

$

1,004,640

$

200,212

$

804,428

impairment

(gross amounts)

losses

(net amounts)

$

440,184

$

3,801

$

436,383

564,456

196,411

368,045

Inc.

$

1,004,640

$

200,212

$

804,428

Other Intangible Assets

The following table reflects the components of

other intangible assets subject to amortization:

Gross Carrying

Net

Amount

Amortization

Value

Core deposits

$

12,810

$

11,956

$

Other customer relationships

14,286

7,665

6,621

Total other intangible

assets

$

27,096

$

19,621

$

7,475

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

During the quarter ended June 30, 2024, the Corporation recognized

$

0.7

million in amortization expense related to other intangible

assets

with

definite

useful

lives

(June

30,

$

0.8

During

the

six

months

ended

June

30,

2024,

the

recognized $

1.5

million in amortization related to other intangible

assets with definite useful lives (June

30, 2023 - $

1.6

table presents

the estimated

amortization of

the intangible

assets with

definite useful

lives for

each of

the following

periods:

Remaining 2024

$

1,409

Year 2025

1,750

Year 2026

1,440

Year 2027

Year 2028

Note 14 – Deposits

Total deposits as of the end of the periods presented consisted of:

Savings accounts

$

14,518,299

$

14,602,411

NOW, money market and other interest

bearing demand deposits

26,344,824

25,094,316

Total savings, NOW,

money market and other interest bearing demand

40,863,123

39,696,727

Certificates of deposit:

Under $250,000

5,521,194

5,443,062

$250,000 and over

3,676,463

3,058,830

Total certificates

of deposit

8,501,892

$

50,060,780

$

48,198,619

Non- interest bearing deposits

$

15,470,082

$

15,419,624

$

$

A summary of certificates of deposits by maturity at

June 30, 2024 follows:

$

4,240,872

2,494,654

866,715

604,989

609,143

2029 and thereafter

381,284

Total certificates of

deposit

$

At June 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 $

11.7

million at June 30, 2024

(December 31, 2023 - $

9.1

At

June

30,

2024,

Puerto

Rico

$

19.7

billion.

Puerto

Rico

are

bearing accounts. These

public sector deposits

are indexed to

short-term market rates

and fluctuate in

cost with changes

in those

rates, in

accordance with contractual

terms. Public

deposit balances are

difficult to

predict. For example,

the receipt

by the Puerto

Rico

of

hurricane

recovery

related

Federal

assistance

and

seasonal

tax

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

instrumentalities

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

public sector deposit outflows are lower.

Note 15 – Borrowings

Assets sold under agreements to repurchase amounted

to $

million at June 30, 2024 and $

million at December 31, 2023.

repurchase transactions are

overcollateralized with the

securities detailed in

the table

below.

have

a

right

of

set-off

with

the

respective

counterparty

under

the

supplemental

terms

of

the

master

repurchase agreements.

In an

event of

default,

each party

has a

right of

set-off

against the

other party

for amounts

owed in

the

related

and

any

other

amount

or

owed

in

respect

of

any

other

or

transaction

between

them.

Pursuant to the

Corporation’s accounting policy,

the repurchase agreements

are not offset

with other repurchase

agreements held

with the same counterparty.

presents information related to

the Corporation’s repurchase

transactions accounted for as

secured borrowings

that are collateralized with

debt securities available-for-sale, debt securities

held-to-maturity, other assets

held-for-trading purposes

or which have been obtained under agreements to resell.

It is the Corporation’s policy to maintain effective control over assets sold

under agreements

to repurchase;

accordingly,

such securities

continue to

be carried

on the

Consolidated Statements

of Financial

Condition.

Repurchase agreements accounted for as secured borrowings

Repurchase

Repurchase

$

49,922

$

16,931

After 30 to 90 days

4,251

18,369

After 90 days

8,523

8,292

62,696

43,592

38,171

27,171

After 30 to 90 days

4,817

20,394

42,988

47,565

mortgage obligations

Total

$

105,684

$

91,384

Repurchase agreements in this portfolio

are generally short-term, often overnight.

As such our risk

is very limited.

We manage the

liquidity risks arising from secured

funding by sourcing funding globally from

a diverse group of counterparties, providing

a range of

securities collateral and pursuing longer durations,

when appropriate.

Other short-term borrowings

no

other short-term borrowings outstanding at June 30,

2024 and December 31, 2023.

Notes Payable

The following table presents the composition of notes

payable at June 30, 2024 and December

Advances with the FHLB with maturities ranging from

through

paying interest at

monthly

fixed rates ranging from

0.44

% to

5.26

%

$

348,665

$

394,665

Unsecured senior debt securities maturing on

paying interest

semiannually

at a fixed rate of

7.25

%, net of debt issuance costs of $

5,444

[1]

394,556

393,937

Junior subordinated deferrable interest debentures (related to

trust preferred securities) maturing on

with fixed interest rates ranging from

6.125

% to

6.564

%, net of debt issuance costs of $

198,359

198,346

$

941,580

$

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 June 30, 2024 is included in the

table below.

Assets sold under

agreements to

Total

$

105,684

$

45,943

$

151,627

144,214

144,214

74,500

74,500

438,906

438,906

238,017

238,017

Total borrowings

$

105,684

$

941,580

$

1,047,264

At June 30, 2024 and December 31,

2023, the Corporation had FHLB borrowing facilities whereby the Corporation could

borrow up

to $

4.5

4.2

billion, respectively,

0.3

and $

0.4

billion, respectively,

were used. In addition,

at each of June

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

had borrowing facilities

at the

discount window of

Reserve Bank of

$

4.7

billion (December

  • $

4.4

billion), which

remained unused

at June

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

$

288,806

$

337,695

Accrued interest payable

62,247

59,102

Accounts payable

97,479

89,339

Dividends payable

44,991

44,741

Trades payable

24,603

Liability for GNMA loans sold with an option to repurchase

9,848

10,960

Reserves for loan indemnifications

4,239

4,408

Reserve for operational losses

29,171

27,994

Operating lease liabilities (Note 27)

115,184

126,946

Finance lease liabilities (Note 27)

24,004

25,778

Pension benefit obligation

6,619

6,772

Postretirement benefit obligation

115,698

117,045

Others

71,379

63,816

Total other liabilities

$

894,268

$

914,627

Note 17 – Stockholders’ equity

As of June 30, 2024, stockholders’ equity totaled $

5.4

billion. During the six months ended June 30, 2024, the Corporation declared

cash dividends of $

1.24

1.10

) per common share amounting to

$

89.7

million (2023 - $

79.2

million). The quarterly dividend

declared to stockholders of record as of the close

of business on

May 30, 2024

was paid on

July 1, 2024

.

On July 24, 2024, the Corporation announced the following actions as

part of its capital plan: (i) up to $

million in common stock

repurchases, and (ii)

an increase in its

quarterly common stock dividend

from $

0.62

per share to

$

0.70

per share, beginning in

the

first quarter of 2025, subject to approval by

its Board of Directors.

Note 18 – Other comprehensive income (loss)

The following table presents changes in accumulated other

comprehensive income (loss) by component for the quarters

30, 2024 and, 2023.

Changes in Accumulated Other Comprehensive Loss

by Component [1]

Six

Foreign currency translation

$

(68,548)

$

(61,980)

$

(64,528)

$

(56,735)

6,001

(3,855)

6,001

(3,855)

$

(68,383)

$

(55,979)

$

(68,383)

$

(55,979)

Adjustment of pension and

$

(115,632)

$

(141,327)

$

(117,894)

$

(144,335)

comprehensive loss for amortization of net losses

2,261

3,008

4,522

6,016

2,261

3,008

4,522

6,016

$

(113,371)

$

(138,319)

$

(113,372)

$

(138,319)

Unrealized net holding losses

on debt securities

$

(1,749,006)

$

(2,098,518)

$

(1,713,109)

$

(2,323,903)

16,941

(69,941)

(54,163)

121,811

comprehensive loss for amortization of net unrealized

losses of debt securities transferred from available-for-

35,537

34,322

70,745

67,955

52,478

(35,619)

16,582

189,766

$

(1,696,528)

$

(2,134,137)

$

(1,696,527)

$

(2,134,137)

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

Six

Affected Line Item in the

Consolidated Statements of Operations

Adjustment of pension and postretirement benefit plans

Amortization of net losses

$

(3,618)

$

(4,813)

$

(7,236)

$

(9,626)

(3,618)

(4,813)

(7,236)

(9,626)

Income tax benefit

1,357

1,805

2,714

3,610

$

(2,261)

$

(3,008)

$

(4,522)

$

(6,016)

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

$

(44,421)

$

(42,903)

$

(88,430)

$

(84,943)

(44,421)

(42,903)

(88,430)

(84,943)

8,884

8,581

17,685

16,988

$

(35,537)

$

(34,322)

$

(70,745)

$

(67,955)

Unrealized net (losses) gains on cash flow hedges

Forward contracts

$

$

$

$

Income tax benefit

(15)

$

$

$

$

Total reclassification

adjustments, net of tax

$

(37,798)

$

(37,330)

$

(75,267)

$

(73,945)

Note 19 – Guarantees

At

June

30,

2024,

the

a

of

$

million

31,

$

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 mortgage

loans subject

to credit

recourse since

  1. At

Corporation serviced

$

million

(December 31, 2023 -

$

million) in residential mortgage

loans subject to credit

recourse provisions, principally loans associated

with FNMA

and FHLMC

loan securitization

programs. In

of any

customer default,

pursuant to

the

credit recourse

provided, the

repurchase the

loan or

reimburse the

third party

investor for

the incurred

loss.

The

maximum

amount

of

future

payments

that

the

would

be

to

make

under

the

arrangements

in

the

event

of

nonperformance by

the

is

to

the

total

balance

of

the

loans serviced

with

and

interest, if

applicable. During

the

six

months

30,

2024,

the

Corporation repurchased

0.5

$

1.1

million, respectively,

of unpaid

principal balance

in mortgage

loans

subject

to

the

credit

provisions

(June

30,

$

0.6

million

and

$

1.4

respectively).

In

the

event

of

nonperformance

by

the

borrower,

the

has

rights

to

the

securing

the

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.

At June

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 six months ended

June 30, 2024 and 2023.

Balance as of beginning of period

$

4,353

$

5,864

$

4,211

$

6,897

Provision (benefit) for recourse liability

(204)

(176)

Net charge-offs

(91)

(119)

(193)

(498)

Balance as of end of period

$

4,058

$

6,223

$

4,058

$

6,223

From time

to

time, the

Corporation sells

loans and

agrees to

indemnify the

purchaser for

credit

losses or

any

breach of

certain

representations and warranties made in connection

with the sale.

Servicing agreements

relating to

the mortgage-backed

securities programs

of FNMA,

FHLMC and

GNMA, and

to mortgage

loans

sold or serviced to certain other investors, including FHLMC,

require the Corporation to advance funds to

make scheduled payments

of

principal, interest,

taxes

and

insurance, if

such

payments have

not

been

received from

the

borrowers. At

June

30,

Corporation serviced $

9.4

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

2024,

the

balance

of

funds

advanced

by

the

under

such

loan

was

$

million

31,

$

To

the

extent

the

loans

the

servicing portfolio experience

increased delinquencies, the Corporation

would be required

to dedicate additional

cash resources to

comply with its obligation to advance funds as well

as incur additional administrative costs related

to increases in collection efforts.

Inc. Holding

Company (“PIHC”) fully

and unconditionally guarantees

certain borrowing

obligations issued by

certain of

its

% owned consolidated subsidiaries amounting to $

million at June 30, 2024 and December 31, 2023, respectively. In addition,

at both June

30, 2024 and December

31, 2023, PIHC fully

and unconditionally guaranteed on a

subordinated basis $

capital securities

(trust preferred

securities) issued

by wholly-owned

issuing trust

entities to

set forth

in the

guarantee agreement. Refer to

Note 18 to

the Consolidated Financial Statements

in the 2023

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

$

5,520,771

$

6,108,939

Commercial lines of credit

3,894,891

3,626,269

Construction lines of credit

1,285,440

1,287,679

Other consumer unused credit commitments

259,296

256,610

Commercial letters of credit

1,564

1,404

Standby letters of credit

109,613

80,889

Commitments to originate or fund mortgage loans

22,352

32,968

At June

31, 2023,

maintained a

reserve of

18.9

$

respectively, for potential losses associated with unfunded loan commitments

related to commercial and construction lines

of credit.

Other commitments

At June

2023, the

Corporation also

maintained other

non-credit commitments for

3.2

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

for

over

a

decade.

In

response

to

such

challenges,

the

U.S.

Congress enacted the

Puerto Rico Oversight

Management and Economic Stability

Act (“PROMESA”) in

2016, which, among

other

things,

established

the

Board

and

a

framework

for

the

of

the

debts

of

the

Commonwealth,

its

instrumentalities and

municipalities.

The

Commonwealth and

several

of

its

instrumentalities have

commenced

debt

proceedings under

PROMESA. As

of the

date of

this report,

while municipalities

have been

designated as

covered entities

under

PROMESA,

no

has

commenced,

or

has

been

by

the

Board

to

commence,

any

such

debt

restructuring proceeding under PROMESA.

At

June

30,

2024,

the

direct

to

the

Puerto

Rico

and

its

instrumentalities and

totaled $

million, of which

$

million were outstanding

($

31, 2023). Of

the amount

outstanding,

$

million

of

loans

and

$

million

are

($

million

and

$

million

at

2023).

Substantially all

of the

amount outstanding

at June

were obligations

from various

municipalities. In most cases, these were “general obligations” of a municipality, to which

the applicable municipality has pledged its

good

faith,

credit

and

unlimited taxing

power,

or

“special

obligations”

of

a

municipality,

to

which

the

has

pledged other revenues. At June 30, 2024,

% of the Corporation’s exposure to municipal loans and

securities was concentrated in

the

of

San

Juan,

Guaynabo,

Carolina

and

Caguas.

In

July

2024,

the

scheduled

payments amounting to $

million from various obligations from Puerto

Rico municipalities.

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 June 30, 2024:

Investment

Portfolio

Loans

Total Outstanding

Total Exposure

Central Government

$

$

$

$

Total Central

Municipalities

3,055

13,218

16,273

16,273

11,620

141,519

153,139

153,139

158,988

159,833

159,833

46,823

46,823

46,823

Total Municipalities

15,520

360,548

376,068

376,068

Total Direct Government

Exposure

$

15,566

$

360,548

$

376,114

$

376,114

at June

the Corporation had

$

loans insured

or securities issued

by Puerto

Rico governmental

entities but for

which the principal

repayment is non-governmental

($

31, 2023). These

$

million

in

loans

insured

by

the

Puerto

Rico

Housing

Finance

(“HFA”),

a

governmental

instrumentality

that

has

been

designated

as

a

covered

entity

under

PROMESA

31,

$

These

mortgage loans

are secured

by first

mortgages on

residential properties

and the

HFA

insurance covers

losses in

the

event of

a borrower default

the satisfaction

of certain

other conditions. The

Corporation also had

at June

$

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

2023 -

$

million). In

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

will

depend, among

other factors,

on

the

of

HFA

at

the

time

such

become

due

and

payable. The

Corporation does

not consider

the

government guarantee

when

estimating the

credit

losses

with

this

Although

the

Governor

is

by

local

legislation

to

impose

a

temporary

moratorium on the financial obligations of the HFA, a moratorium on

such obligations has not been imposed as of

the date hereof.

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

$

90.9

million

loans

were

insured

or

by

the

U.S.

Government or its agencies at June 30,

2024 (compared to $

1.9

89.2

million, respectively, at December 31,

2023). The

Corporation also had U.S. Treasury and obligations from the U.S.

Government, its agencies or government sponsored

entities within

the

of

and

as

described

in

Note

and

to

the

Statements.

At June 30, 2024, the Corporation had operations in the United States Virgin Islands (the “USVI”) and has approximately $

million

in direct

USVI government entities

  • $

USVI has

been experiencing a

number of

fiscal and economic challenges

that could adversely

affect the ability

of its public

corporations and instrumentalities to

service their

outstanding debt obligations.

At June 30, 2024, the

Corporation had operations in the British

Virgin Islands (“BVI”), which islands

were negatively affected by the

COVID-19 pandemic, particularly due to a reduction in

the tourism activity which accounts for a significant

portion of their economy.

Although

the

no

a

single

in

the

BVI,

at

June

30,

2024,

it

had

a

loan

million comprised

of various

retail and

commercial clients,

a loan

portfolio of

$

million at December 31, 2023.

FDIC Special Assessment

On

November

16,

2023,

the

Federal

Deposit

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

million, $

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

million, $

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

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 $

6.48

million as

of June

30, 2024.

In certain

cases, management cannot

reasonably estimate the

possible loss

at this

time. Any

estimate involves

judgment,

given

the

varying

stages

of

the

Legal

Proceedings

(including

the

fact

that

many

of

them

are

in

preliminary stages), the existence of multiple defendants in several of the current Legal Proceedings whose share of liability has yet

to be

determined, the

numerous unresolved issues

in many

of the

Legal Proceedings,

and the

inherent uncertainty

of the

various

outcomes

of

such

Legal

Proceedings.

Accordingly,

will

change

from

time-to-time,

and

actual

losses may be more or less than the current estimate.

While the

outcome of

Legal Proceedings

is inherently

uncertain, based

on information

currently available,

advice of

counsel, and

coverage,

believes

that

the

amount

it

has

already

accrued

is

and

any

incremental

liability arising from

the Legal Proceedings

in matters in

which a loss

amount can be

reasonably estimated will not

have a material

adverse effect

on the Corporation’s

consolidated financial position.

However, in

of unexpected future

developments, it is

possible that

the ultimate

resolution of

these matters

in a

reporting period, if

unfavorable, could have

a material

adverse effect

on

the Corporation’s consolidated financial position for that period.

Set forth below is a description of the Corporation’s

significant Legal Proceedings.

Insufficient Funds and Overdraft Fees Class Actions

Popular, Inc. was

named as a defendant on a

putative class action complaint captioned Golden v.

Popular, Inc. filed

in March 2020

before

the

U.S.

Court

for

the

Southern

of

New

York,

seeking

damages,

restitution

and

injunctive

relief.

alleged breach

of contract,

violation

of

the covenant

of

good faith

and

fair

dealing, unjust

enrichment and

violation

of

protection law

due

to

Popular’s purported

practice of

charging

overdraft fees

(“OD

Fees”) on

transactions that,

under

plaintiffs’ theory,

do not

overdraw the

account. Plaintiff

described Popular’s purported

practice of

charging OD

Fees as

“Authorize

Positive,

Purportedly

Settle

Negative”

(“APPSN”)

and

alleged

that

Popular

assesses

OD

Fees

over

for

which

funds

are

held

for

settlement.

In

August

2020,

Popular

filed

a

Motion

to

Dismiss

on

several

grounds,

failure

to

state

a

claim

against

Inc.

and

improper

venue.

In

October

2020,

filed

a

Notice

of

Voluntary

Dismissal

before

the

U.S.

Court

for

the

Southern

of

New

York

and,

simultaneously,

filed

an

identical

complaint in

District Court for

the District

of the

Virgin Islands

against Popular,

Inc., Popular Bank

and Banco Popular

de

Puerto

Rico

(“BPPR”). In

November 2020,

filed

a

Notice of

Voluntary

Dismissal against

Inc.

and Popular

Bank

following a Motion to

Dismiss filed on behalf

of such entities, which argued

failure to state

a claim and lack

of minimum contacts of

such parties with the U.S.V.I.

district court jurisdiction. BPPR, the only defendant remaining in

the case, was served with process in

November 2020 and filed a Motion to Dismiss

in January 2021.

In October 2022, the parties reached a settlement in principle on a class-wide basis subject to final court approval. In January 2023,

the parties filed

before the Court a

motion for preliminary approval

of the settlement

agreement and, on March

31, 2023, the

Court

issued an order granting preliminary approval

of the settlement agreement.

On

September

8,

2023,

the

Court

held

a

hearing

to

the

final

of

the

class

agreement,

and,

on

September 29, 2023, the Court issued an Opinion and Order granting

final approval to the settlement agreement.

On December 19,

2023, the Court

issued an Order staying

all deadlines in the

settlement agreement regarding payment

of benefit until further

notice

after

the

parties

informed

the

Court

that

the

administrator

had

mistakenly

failed

to

send

the

notice

to

3,000

class

members.

On

February

20,

2024,

the

parties

filed

a

Joint

Motion

for

Supplemental

Notice

that

was

approved by the Court on February 20, 2024.

On July

8, 2024, the

Court held the

Supplemental Fairness Hearing,

and, on

July 9,

Court issued an

Amended Opinion

and Order

granting final

approval to

the settlement

agreement. On July

22, 2024,

the Court

entered final

judgment dismissing the

complaint with prejudice and retaining jurisdiction

to enforce the terms of the settlement agreement.

This matter is now closed.

On January

31, 2022,

Popular was

also named

as a

defendant on a

putative class

action complaint captioned

Lipsett v.

Inc. d/b/a Banco Popular, filed before the U.S. District Court for the Southern District

of New York, seeking damages, restitution and

injunctive relief. Similar to the claims set forth in the

aforementioned Golden complaint, Plaintiff alleges breach of contract, including

violations of the covenant of good faith and

fair dealing, as a result of Popular’s purported practice of

charging OD Fees for APPSN

transactions. The complaint

further alleged that

Popular assesses OD

Fees over

authorized transactions for

which sufficient funds

are held for settlement. Popular waived service of process

and filed a Motion to Compel Arbitration. In response to Popular’s

motion,

Plaintiff filed a Notice of Voluntary Dismissal in April 2022.

On May

13, 2022,

Plaintiff in

the Lipsett

complaint filed

a new

complaint captioned

Lipsett v.

Banco Popular

North America

d/b/a

Popular Community

Bank with

allegations of

his previous

complaint against

Popular.

In September

2022, after

serving

with a

written notice

of

election to

arbitrate the

claims

asserted in

the complaint

which went

unanswered, Popular

Bank

(“PB”) filed a new Motion to Compel Arbitration.

On December 9, 2022, the

Court issued a Decision and

Order denying PB’s Motion to

Compel Arbitration. On December 20, 2022,

PB filed a Notice of Appeal with the United

States Court of Appeals for the Second Circuit.

On January

10, 2024,

the Court

of

Appeals entered

judgment affirming

the trial

court’s

decision denying

PB’s

Motion to

Compel

Arbitration.

After remand to

the U.S. District

Court, on March

19, 2024, the

court issued an

Order adjourning all

dates and deadlines

the initial

pretrial conference

after the

parties informed

that they

have agreed

to mediate

the matter.

During a

mediation hearing

held on May

2, 2024, the parties

reached a settlement in

principle on a class-wide basis.

On July 25, 2024,

the parties filed before

the Court a motion

for preliminary approval of

the settlement agreement, and, on

July 26, 2024, the

Court issued an order

granting

preliminary approval of the settlement agreement. The

Court scheduled the final approval hearing for January

27, 2025.

Note 21 – Non-consolidated variable interest

entities

The Corporation is

involved with

three

statutory trusts which

it created to

issue trust preferred

securities to the

public. These trusts

are deemed to be variable interest entities (“VIEs”) since the equity investors at risk have no substantial decision-making rights. The

Corporation does not

hold any variable

interest in the

trusts, and therefore,

cannot be the

trusts’ primary beneficiary.

the

Corporation concluded

that

it did

not

hold

a

controlling financial

in

these

trusts

since the

decisions

of

the

trusts

are

predetermined through

the trust

documents and the

guarantee of

the trust

preferred securities is

irrelevant since

in substance

the

sponsor is guaranteeing its own debt.

Also, the

involved with

various special

purpose entities

mainly in

guaranteed mortgage

securitization transactions,

GNMA

and

FNMA.

The

has

also

engaged

in

securitization

with

FHLMC,

but

considers

its

exposure in the form of servicing fees and servicing advances not to be significant

at June 30, 2024

.

These special purpose entities

are deemed

to be

VIEs since

they lack

equity investments

at risk.

continuing involvement in

these guaranteed

loan securitizations includes owning certain beneficial interests

in the form of securities as

well as the servicing rights

retained. The

not required to

provide additional financial

support to

any of

the variable

interest entities

it has

transferred

the

assets.

The

to

the

extent

retained,

are

in

the

of

Condition

as

or

trading

The

that,

essentially,

these

entities (FNMA

and GNMA)

control the

design of

their respective

VIEs, dictate

the quality

and nature

of the

collateral, require

the

underlying insurance, set

the servicing standards

via the servicing

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

2023, which are

classified as available-for-sale

and

trading

in

the

of

Condition.

In

the

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 June 30, 2024 and December 31,

Assets

Servicing assets:

$

88,782

$

92,999

Total servicing

assets

$

88,782

$

92,999

Other assets:

Servicing advances

$

6,900

$

6,291

Total other assets

$

6,900

$

6,291

$

95,682

$

99,290

Maximum exposure to loss

$

95,682

$

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,

6.9

billion at June 30, 2024 (December 31, 2023 -

$

7.2

determined that

the maximum

loss includes

the fair

the MSRs

and the

assumption that

the

servicing advances at June 30, 2024 and December 31, 2023, will not be recovered. The agency debt securities 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

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 June 30, 2024.

Note 22 – Related party transactions

Centro Financiero BHD, S.A.

At June 30, 2024, the Corporation had

a

15.84

% equity interest in Centro Financiero BHD,

S.A. (“BHD”), one of the largest banking

and financial

services groups

in the

Dominican Republic.

$

17.4

million

in

equity

pickup,

the

impact

of

changes

in

the

fair

value

of

for

sale

as

a

component

of

Other

Comprehensive Income,

from

its

in

BHD

(June

30,

$

32.3

which

had

a

carrying

$

223.9

million at

2024 (December

  • $

225.9

Corporation received

$

19.4

cash

dividend distributions and $

2.9

in stock dividends during the six months ended June 30, 2024 (June 30, 2023 - $

14.1

million in cash

dividends and $

2.1

million in stock dividends).

Investment Companies

The Corporation,

through its subsidiary Popular

Asset Management LLC (“PAM”),

provides advisory services to

several investment

companies registered

Investment Company

Act of

1940 in

exchange for

a fee.

The Corporation,

through its

subsidiary

BPPR, also

provides transfer

agency services to

these investment companies.

These fees

are calculated

at an

annual rate

of the

average net

assets of the

investment company,

as defined in

each agreement. Due

to its

advisory role, the

Corporation considers

these investment companies as related parties.

For

the six

months

30,

2024,

administrative fees

charged

to

these

investment companies

to

$

1.1

million

(June 30, 2023

  • $

1.1

million) and waived fees

0.4

0.4

million), for a net

fee of $

0.7

million

(June 30, 2023 - $

0.7

Note 23 – Fair value measurement

ASC Subtopic

820-10 “Fair

Value

Measurements and

Disclosures” establishes

a fair

value hierarchy

that prioritizes

the inputs

to

valuation techniques

used to

measure fair

value into

three levels

in order

to increase

consistency and

comparability in

measurements and disclosures. The hierarchy is broken

down into three levels based on the reliability

of inputs as follows:

Level

  • 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

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

primarily

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 June 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:

$

$

5,256,221

$

$

$

13,007,386

131,853

131,853

5,400,959

5,401,540

Other

2,000

2,000

$

$

10,789,033

$

2,581

$

$

derivatives:

$

7,064

$

$

$

$

7,064

20,560

20,644

Other

debt securities, excluding

$

7,064

$

20,706

$

$

$

28,012

$

$

43,081

$

$

$

43,469

113,386

113,386

5,197

5,197

25,228

25,228

$

7,758,229

$

10,883,245

$

116,209

$

$

18,758,071

$

$

$

$

$

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 June 30, 2024 and December

Aggregate Unpaid

Fair Value

Principal Balance

Difference

Loans held for sale

$

5,197

$

5,139

$

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 June 30,

2024 and December 31, 2023.

For the six months ended June 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

quarters

and

six

months

ended

June

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]

$

$

$

2,039

$

2,039

$

(329)

[2]

3,028

3,028

(38)

[3]

4,426

4,426

(1,602)

Other foreclosed assets

[3]

(46)

at fair value on a nonrecurring basis

$

$

3,028

$

6,676

$

9,704

$

(2,015)

[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] Relates to a quarterly valuation on loans held-for-sale.

Costs to sell are excluded from the reported fair value amount.

[3] 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]

$

$

$

18,923

$

18,923

$

(7,092)

[2]

2,815

2,815

(656)

Other foreclosed assets

[2]

(9)

at fair value on a nonrecurring basis

$

$

$

21,779

$

21,779

$

(7,757)

[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 six months ended June 30, 2024 and 2023.

Quarter ended June 30, 2024

MBS

Other

MBS

Other

as debt

account

debt

Total

rights

assets

Balance at March 31, 2024

$

$

2,000

$

$

$

114,964

$

117,821

(8)

(1,945)

(1,953)

Gains (losses) included in OCI

(1)

(1)

(25)

(25)

$

$

2,000

$

$

$

113,386

$

116,209

Changes in unrealized gains (losses) included in

earnings relating to assets still held at June 30,

$

$

$

$

$

$

MBS

Other

MBS

Other

CMOs

as debt

account

debt

Total

rights

assets

Balance at January 1, 2024

$

$

2,500

$

$

$

$

118,109

$

121,499

(500)

(9)

(5,384)

(5,893)

(25)

(5)

(28)

(58)

$

$

2,000

$

$

$

$

113,386

$

116,209

Changes in unrealized gains (losses) included

in earnings relating to assets still held at June

$

$

(500)

$

$

$

$

(702)

$

(1,190)

Quarter ended June 30, 2023

MBS

Other

Other

CMOs

MBS

as debt

Total

rights

assets

Balance at March 31, 2023

$

$

1,000

$

$

$

$

127,475

$

129,605

(8)

(6,217)

(6,225)

Sales

(1,269)

(1,269)

(36)

(25)

$

$

1,000

$

$

$

$

121,249

$

123,314

Changes in unrealized gains (losses)

included in earnings relating to assets

still held at June 30, 2023

$

$

$

$

$

$

(2,732)

$

(2,723)

MBS

Other

Other

CMOs

as debt

MBS

trading account

Total

rights

assets

Balance at January 1,

$

$

1,000

$

$

$

$

128,350

$

130,596

(2)

(16)

(7,593)

(7,611)

Gains (losses) included in OCI

(6)

(6)

1,240

1,244

Sales

(1,269)

(1,269)

(50)

(61)

(50)

$

$

1,000

$

$

$

$

121,249

$

123,314

Changes in unrealized gains (losses)

included in earnings relating to assets

still held at June 30, 2023

$

$

$

$

(1)

$

$

(1,447)

$

(1,430)

Gains and losses (realized and

unrealized) included in earnings for the quarters

and six months ended June 30,

2024 and 2023 for

Level 3 assets and liabilities included in the

previous tables are reported in the consolidated

statement of operations as follows:

Quarter ended June 30, 2024

$

(1,945)

$

$

(5,384)

$

(702)

Trading account profit (loss)

(8)

(9)

(500)

(500)

Total

$

(1,953)

$

$

(5,893)

$

(1,190)

Quarter ended June 30, 2023

$

(6,217)

$

(2,732)

$

(7,593)

$

(1,447)

Trading account profit (loss)

(8)

(18)

Total

$

(6,225)

$

(2,723)

$

(7,611)

$

(1,430)

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 June 30, 2024 and 2023.

Fair value at

Valuation technique

Unobservable inputs

Weighted average (range) [1]

Other - trading

$

2.3

years

Yield

12.0%

10.8%

$

2,039

[2]

External appraisal

Haircut applied on

external appraisals

10.0%

[1]

Weighted average of significant unobservable inputs

used to develop Level 3 fair value measurements

were calculated by relative fair value.

[2]

Loans held-in-portfolio in which haircuts were not applied

to external appraisals were excluded from this table.

Fair value at

Valuation technique

Unobservable inputs

Weighted average (range) [1]

CMO's - trading

$

0.2

years (

0.2

0.4

years)

Yield

4.9

% (

4.9

% -

5.4

%)

7.9

% (

7.7

% -

%)

Other - trading

$

2.5

years

Yield

12.0%

10.8%

$

18,854

[2]

External appraisal

Haircut applied on

external appraisals

.0% (

.0% -

.0%)

[1]

Weighted average of significant unobservable inputs

used to develop Level 3 fair value measurements

were calculated by relative fair value.

[2]

Loans held-in-portfolio in which haircuts were not applied

to external appraisals were excluded from this table.

Note 24 – Fair value of financial instruments

financial instruments

is the

amount at

which an

asset or

obligation could

be exchanged

in a

current transaction

between

willing

parties,

other

than

in

a

forced

or

liquidation

sale.

For

those

instruments

with

no

quoted

market

prices

available, fair values have been estimated using present

value calculations or other valuation techniques, as well

as management’s

best judgment with respect to current economic conditions, including discount rates, estimates of future cash flows, and prepayment

assumptions. Many of these

estimates involve various assumptions and

may vary significantly from

amounts that could be

realized

in actual transactions.

values reflected

herein have

been determined

the prevailing

rate environment at

2024 and

31, 2023, as applicable. In different interest rate environments,

fair value estimates can differ significantly, especially for certain fixed

rate

In

the

fair

values

presented

do

not

attempt

to

the

value

of

the

fee

generating businesses

and anticipated

future business

activities, that

is, they

do not

represent the

Corporation’s value

as a

going

concern. There have been

no changes in the

Corporation’s valuation methodologies and inputs

used to estimate the

fair values for

each class of financial assets and liabilities not measured

at fair value.

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:

$

359,973

$

359,973

$

$

$

$

359,973

6,844,108

7,286

[1]

28,012

7,064

20,706

28,012

[1]

10,789,033

2,581

Debt securities held-to-maturity:

$

$

$

$

$

$

55,110

6,881

48,969

55,850

Collateralized mortgage obligation-federal agency

1,527

1,341

1,341

Securities in wholly owned statutory business trusts

5,960

5,960

5,960

$

$

$

7,784,247

$

48,969

$

$

Equity securities:

FHLB stock

$

47,729

$

$

47,729

$

$

$

47,729

FRB stock

98,389

98,389

98,389

Other investments

49,673

43,081

6,895

50,364

Total equity securities

$

195,791

$

$

189,199

$

6,895

$

$

196,482

$

8,225

$

$

8,225

$

$

$

8,225

34,861,543

33,644,881

33,644,881

113,386

113,386

113,386

25,228

25,228

25,228

amount

Level 1

Level 2

Level 3

at NAV

Financial Liabilities:

$

$

$

$

$

$

8,877,178

8,877,178

$

$

$

65,210,383

$

$

$

65,210,383

$

105,684

$

$

105,681

$

$

$

105,681

Notes payable:

FHLB advances

$

348,665

$

$

335,115

$

$

$

335,115

Unsecured senior debt securities

394,556

407,608

407,608

Junior subordinated deferrable interest debentures

(related to trust preferred securities)

198,359

187,842

187,842

$

941,580

$

$

930,565

$

$

$

930,565

$

23,198

$

$

23,198

$

$

$

23,198

[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

at June

was $

billion and

$

respectively, and

represented the unused portion of credit

facilities granted to customers. The

notional amount of letters of

credit at

June 30, 2024 and December 31, 2023 was $

million, respectively, and represented the contractual amount that

is required to be paid in the event of nonperformance. The fair value of commitments to extend credit and letters of credit, which are

based on the fees charged to enter into those

agreements, are not material to Popular’s

financial statements.

Note 25 – Net income per common share

The following table sets

forth the computation of

net income per common

share (“EPS”), basic and

diluted, for the quarters

and six

months ended June 30, 2024 and 2023:

Six

$

177,789

$

151,160

$

281,072

$

310,139

Preferred stock dividends

(353)

(353)

(706)

(706)

Net income applicable to common stock

$

177,436

$

150,807

$

280,366

$

309,433

Average common shares outstanding

71,970,773

71,690,396

71,920,254

71,616,498

Average potential dilutive common shares

21,138

18,807

17,180

47,805

Average common shares outstanding - assuming dilution

71,991,911

71,709,203

71,937,434

71,664,303

Basic EPS

$

2.47

$

2.10

$

3.90

$

4.32

Diluted EPS

$

2.46

$

2.10

$

3.90

$

4.32

For the quarters

and six months ended June 30, 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 31, 2023. For a discussion of the

calculation under the 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

by

segment

for

the

.

Six

BPPR

BPPR

$

35,055

$

2,471

$

70,071

$

4,897

Other service fees:

16,098

30,147

Insurance fees, excluding reinsurance

11,708

1,600

22,264

3,446

Credit card fees, excluding late fees and membership

fees

37,003

72,803

7,850

15,277

6,923

13,908

Total revenue from

contracts with customers [1]

$

114,637

$

4,639

$

224,470

$

9,568

[1]

The amounts include intersegment transactions of $

2.7

3.3

million, respectively, for the

quarter and six months ended June 30, 2024.

Six

BPPR

BPPR

$

35,253

$

2,528

$

67,405

$

5,054

Other service fees:

13,377

26,325

Insurance fees, excluding reinsurance

12,152

1,288

22,950

2,595

Credit card fees, excluding late fees and membership

fees

38,392

74,566

6,076

12,634

6,868

12,764

Total revenue from

contracts with customers [1]

$

112,118

$

4,375

$

216,644

$

9,005

[1]

The amounts include intersegment transactions of $

2.2

3.8

million, respectively, for the

quarter and six months ended June 30, 2023.

Revenue from contracts with

customers is recognized when,

or as, the performance

obligations are satisfied by

the Corporation by

transferring the

promised services

to

the customers.

A

service is

transferred to

the customer

when, or

as, the

customer obtains

control

of

that

service.

A

performance obligation

may

be

satisfied over

time

or

at

a

point

in

time.

Revenue from

a

obligation satisfied

over time

is recognized

the services

been rendered

to date.

Revenue from

a performance

obligation satisfied at a point in time

is recognized when the customer obtains control over the

service. The transaction price, or the

amount of revenue

recognized, reflects the

consideration the Corporation expects

to be entitled

to in exchange

for those promised

services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration

is included

in the

transaction price

only to

it is

probable that a

significant reversal

in the

cumulative revenue

recognized will

not occur.

is the

principal in

a transaction

if it

obtains control

of the

specified goods

or services

before they

are transferred

to

the customer.

If the

Corporation acts

as principal,

revenues are

the gross

consideration to which it expects to

be entitled and are not

netted with any related expenses. On the

other hand, the Corporation is

an agent if it does not control

the specified goods or services before they are transferred

to the customer. If

the Corporation acts as

an agent, revenues are presented in the amount

of consideration to which it expects to be entitled,

net of related expenses.

Following is a description of the nature and timing

of revenue streams from contracts with customers:

Service

charges

on

deposit

are

earned

on

retail

and

deposit

and

include,

but

are

not

limited

to,

nonsufficient fund

fees, overdraft

fees and

checks stop

payment fees.

These transaction-based

fees are

recognized at

a point

in

time,

upon

occurrence

of

an

or

event

or

upon

the

occurrence

of

a

which

the

fee

The

Corporation is acting as principal in these transactions.

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

the

fee

Interchange

fees

are

upon

of

the

debit

card

payment

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

and administration

of investment

products include,

but are

to, commission

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

0.2

to

30.5

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

$

15,604

$

28,445

$

20,048

$

14,640

$

12,181

40,793

$

131,711

$

(16,527)

$

115,184

Finance Leases

2,262

4,605

4,374

3,017

2,344

10,433

27,035

(3,031)

24,004

The following table presents the lease cost recognized

by the Corporation in the Consolidated

Statements of Operations as follows:

Six

Finance lease cost:

Amortization of ROU assets

$

$

1,071

$

1,497

$

1,895

Interest on lease liabilities

Operating lease cost

7,650

7,800

15,338

15,654

Short-term lease cost

Variable lease cost

Sublease income

(21)

(17)

(41)

(26)

Total lease cost

[1]

$

8,794

$

9,281

$

17,632

$

18,375

[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.

Cash paid for amounts included in the measurement of

lease liabilities:

Operating cash flows from operating leases

$

15,689

$

15,480

Operating cash flows from finance leases

Financing cash flows from finance leases

1,774

2,645

ROU assets obtained in exchange for new lease obligations:

$

1,463

$

1,623

1,796

Weighted-average remaining lease term:

7.2

years

7.4

years

8.0

years

8.0

years

Weighted-average discount rate:

3.3

%

3.1

%

3.8

%

3.9

%

As of June 30, 2024,

the Corporation had additional operating leases contracts that

have not yet commenced with an

undiscounted

contract amount of $

3.9

million, which will have lease terms ranging

from

to

years.

Note 28 – Pension and postretirement benefits

The

has

a

non-contributory

defined

benefit

pension

plan

and

supplementary

pension

benefit

restoration

plans

for

regular employees of

certain of its

subsidiaries (the “Pension

Plans”). The accrual

of benefits under

the Pension Plans

is frozen to

all

participants.

The

also

certain

postretirement

health

care

benefits

for

retired

of

certain

subsidiaries (the “OPEB Plan”).

The components of net periodic cost for the

Pension Plans and the OPEB Plan for the periods presented

were as follows:

Personnel Cost:

Service cost

$

$

$

$

Interest cost

7,558

7,887

1,421

1,520

Expected return on plan assets

(8,594)

(8,591)

Amortization of prior service cost/(credit)

Amortization of net loss

4,166

5,366

(548)

(553)

Total net periodic

pension cost

$

3,130

$

4,662

$

$

1,015

Personnel Cost:

Service cost

$

$

$

$

Interest cost

15,117

15,774

2,843

3,041

Expected return on plan assets

(17,188)

(17,183)

Amortization prior service cost/(credit)

Amortization of net loss

8,332

10,732

(1,096)

(1,106)

Total net periodic

pension cost

$

6,261

$

9,323

$

1,810

$

2,030

The

paid

the

contributions

to

the

plans

for

the

six

months

ended

June

30,

and

expects

to

pay

the

following contributions for the year ending December

31, 2024.

For the six months ended

For the year ending

December 31, 2024

$

$

$

3,217

$

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. The first part is vested ratably over five or four years

commencing at the date of grant (“the graduated vesting portion”) and the second part is vested at termination of employment after

attainment of 55 years of age and 10 years of service or 60 years of age and 5 years of service (“the retirement vesting portion”).

The graduated vesting portion is accelerated at termination of employment after attaining the earlier of 55 years of age and 10 years

of service or 60 years of age and 5 years of service. Restricted stock granted on or after 2021 will vest ratably in equal annual

installments over a period of 4 years or 3 years, depending on the classification of the employee. The vesting schedule is

accelerated at termination of employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age

and 5 years of service.

The

performance share

awards

granted

under

the

Incentive

Plan

consist

of

the

opportunity

to

receive

shares

of

common stock provided that the Corporation achieves certain goals during a three-year performance cycle.

The goals will be based

on

two

metrics

weighted

equally:

the

Relative

Total

Shareholder

Return

(“TSR”)

and

the

Absolute

Return

on

Average

Common Equity

(“ROATCE”). The

TSR metric

is considered

to be

a market

condition under

ASC 718.

For equity

settled awards

based

on a

market condition,

the

is

determined as

of the

grant date

and

is not

subsequently revised

actual

performance.

The

ROATCE

metric

is

to

be

a

performance condition

under ASC

The

is

determined

the probability

of achieving

the ROATCE

goal as

of each

reporting period.

The TSR

and ROATCE

metrics are

equally

weighted and

work independently.

The number of shares that will ultimately vest ranges from 50% to a 150% of target based on

both market (TSR) and performance (ROATCE) conditions. The performance shares vest at the end of the three-year performance

cycle. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age

and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance cycle.

The

table

summarizes

the

stock

and

shares

under

the

Incentive

Plan

for

members

of

management.

(Not in thousands)

Shares

Weighted-Average

Grant Date Fair

Value

Non-vested at December 31, 2022

281,963

$

56.50

Granted

257,757

66.01

Performance Shares Quantity Adjustment

19,753

75.32

Vested

(243,133)

66.31

(16,444)

55.82

Non-vested at December 31, 2023

299,896

$

58.20

Granted

240,816

86.53

Performance Shares Quantity Adjustment

17,551

86.44

Vested

(284,249)

75.59

(2,553)

63.21

Non-vested at June 30, 2024

271,461

$

67.53

During

the

quarter

ended

June

30,

2024,

97,732

shares

of

stock

(June

30,

–

130,815

)

were

awarded

to

management under the Incentive

Plan. During the

quarters ended June 30,

2024 and 2023,

no

performance shares were awarded

to management

Incentive Plan.

For the

175,591

restricted stock

(June 30,

2023 –

200,303

) and

65,225

performance shares (June 30, 2023 -

57,715

) were awarded to management under the

Incentive Plan.

During the quarter ended June 30, 2024, the Corporation recognized

$

4.1

million of restricted stock expense related to management

incentive awards, with a tax benefit of $

1.0

3.3

million, with a tax benefit of $

0.8

million). For the six months

ended

June

30,

2024,

the

$

10.5

million

of

stock

expense

related

to

incentive

awards, with a tax

1.7

7.7

million, with a tax

1.1

million). For the six

fair market

the

restricted stock

and performance

shares vested

was

$

16.2

million at

grant date

and

$

22.3

million

at

vesting date.

This

differential

a

windfall of

$

2.2

million

that

was recorded

as

a

reduction on

income

tax

expense. During the

quarter ended June

30, 2024, the

Corporation recognized $

(0.9)

million of performance shares

benefit, with a

tax benefit of $

(55)

thousand due to performance shares target

adjustment (June 30, 2023 - $

(0.1)

million, with a tax benefit

of $

(4)

thousand).

For the six months ended June

30, 2024, the Corporation recognized $

4.1

million of performance shares expense, with

a tax benefit

of $

0.3

3.5

million, with a

tax benefit of

$

0.1

The total unrecognized compensation

cost related to non-vested restricted stock awards

and performance shares to members of management

at June 30, 2024 was $

15.7

million and is expected to be recognized over a

weighted-average period of

1.7

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

22,998

89.28

Vested

(22,998)

89.28

Non-vested at June 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

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,

20,411

1,392

unrestricted stock

were granted

to the

Directors (June

32,999

2,300

unrestricted

stock) and

recognized expense

these shares

of $

1.9

million with

a tax

$

0.4

million (June

30,

$

1.9

million

with a

tax

$

0.4

million). For

the six

months

granted

21,606

1,392

shares of unrestricted stock to the Directors (June 30, 2023 -

34,028

2,300

shares of unrestricted stock)

and the Corporation

recognized $

2.1

million of expense

related to these shares,

with a tax

0.4

million, (June 30,

2023 -

$

2.0

million, with a tax benefit of $

0.4

million). The fair value at vesting date of the

shares vested during the six months ended June

30, 2024 for the Directors was $

2.1

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

$

81,843

%

$

72,998

%

Net benefit of tax exempt interest income

(33,220)

(15)

(27,316)

(14)

Effect of income subject to preferential tax rate

1,272

Deferred tax asset valuation allowance

(235)

Difference in tax rates due to multiple jurisdictions

(4,456)

(2)

(3,869)

(2)

Other tax benefits

(4,500)

(2)

U.S., States, and local taxes

2,204

3,037

Others

(2,449)

(1)

(2,619)

(2)

$

40,459

%

$

43,503

%

Amount

income

Amount

income

Computed income tax expense at statutory rates

$

141,412

%

$

149,983

%

Net benefit of tax exempt interest income

(61,979)

(16)

(49,218)

(12)

Effect of income subject to preferential tax rate

(148)

(576)

Deferred tax asset valuation allowance

2,328

(3,572)

(1)

Difference in tax rates due to multiple jurisdictions

(5,129)

(1)

(9,039)

(2)

Other tax benefits

(4,500)

(1)

Tax on intercompany

distributions

[1]

24,325

U.S., States, and local taxes

3,240

6,392

Others

(3,522)

(1)

(4,153)

(1)

$

96,027

%

$

89,817

%

[1]

16.5

million of out-of-period adjustment.

and six months

recorded an income

tax expense of

$

40.5

96.0

million respectively, compared to

$

43.5

89.8

million for the respective periods

of 2023. During the first

quarter of 2024,

the Corporation recorded a tax expense related to tax

withholding on certain intercompany distributions, amounting to $

22.9

out

of

which $

16.5

million

corresponded to

years

2014-2023 and

$

6.5

million

was

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

$

$

14,204

$

14,467

Net operating loss and other carryforward available

53,942

616,080

670,022

Postretirement and pension benefits

37,219

37,219

242,722

27,591

270,313

Depreciation

6,774

6,746

13,520

FDIC-assisted transaction

152,665

152,665

Lease liability

27,196

18,099

45,295

Unrealized net loss on investment securities

294,942

20,304

315,246

Difference in outside basis from pass-through entities

45,207

45,207

Mortgage Servicing Rights

14,063

14,063

47,615

9,882

57,497

922,608

712,906

1,635,514

Deferred tax liabilities:

Intangibles

86,493

53,485

139,978

Right of use assets

24,764

15,911

40,675

Deferred loan origination fees/cost

(749)

2,069

1,320

Loans acquired

18,229

18,229

6,931

7,353

tax liabilities

135,668

71,887

207,555

Valuation allowance

71,145

378,912

450,057

Net deferred tax asset

$

715,795

$

262,107

$

977,902

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

June

30,

2024, is

reflected

in the

consolidated statements

of

condition as $

1.0

billion in net deferred tax assets in the

“Other assets” caption (December 31, 2023 - $

1.0

billion) and $

1.4

tax

in

the

“Other

liabilities”

caption

$

1.3

reflecting

the

tax

assets

or

of

tax-paying subsidiaries

of

the

in

their

respective tax

jurisdiction, Puerto

Rico

or

the

United States.

At

June

30,

2024,

the

net

tax

assets

of

the

U.S.

to

$

million

with

a

of

million, for

net deferred

tax

assets after

valuation allowance

of

The

evaluates the

realization of

the deferred

tax

assets on

a quarterly

basis by

taxing

jurisdiction. The

U.S.

operation has

sustained

profitability for the last three calendar years and for the period ended June 30, 2024. 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

evaluated

the

evidence

accumulated

over

the

years,

results

lower

than

expectations

and

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.

after weighting all positive

and negative evidence, the

Corporation concluded that it is

more likely than not

that approximately $

million

of

the

tax

assets

from

the

U.S.

operations,

mainly

of

net

losses,

will

be

realized.

The

based

this

determination

on

its

estimated

to

realize

the

tax

assets

for

the

remaining

carryforward period, together with the historical level

of book income adjusted by permanent

differences. Management will continue

to

monitor

and

review

the

U.S.

operation’s

results,

recent

trends,

the

pre-tax

forecast,

any

new

tax

initiative,

and

other

net

income

versus

forecast,

targeted

loan

growth,

net

income

margin,

changes

in

deposit

costs,

for

credit

losses,

charge

offs,

NPLs

inflows

and

NPA

balances.

Significant

adverse

changes

or

a

combination of changes in these factors could impact

the future realization of the deferred tax assets.

At June

net deferred

its Puerto

Rico operations

$

The

Corporation’s Puerto Rico

Banking operation has

a historical record

of profitability.

This is considered

a strong piece

of objectively

verifiable positive evidence that outweighs any

negative evidence considered by Management in

the evaluation of the realization

of

the

tax

assets.

Based

on

this

evidence

and

of

future

taxable

income,

the

has

concluded that it is more likely than not that such net

deferred tax assets of the Puerto Rico Banking

operations will be realized.

The Holding Company operation has been in a cumulative

loss position in recent years.

Management expects these losses will be a

trend

in

future

years.

This

objectively

verifiable

evidence is

by

Management strong

evidence that

suggests that

income in

future years

will be

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 June 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

At June

the total

accrued interest

recognized in the

statement of

financial condition

$

2.4

million

(December 31, 2023 - $

2.3

million). The total interest expense recognized at

June 30, 2024 was $

thousand, (June 30, 2023– $

thousand). Management determined that at June 30, 2024 and December 31, 2023, there was

no

need to accrue for the payment of

penalties.

The

policy

is

to

report

related

to

unrecognized

tax

benefits

in

income

tax

expense,

while

the

penalties, if any, are reported in other operating expenses in the consolidated

statements of operations.

After consideration

of the

effect on

U.S. federal

tax of

unrecognized U.S.

state tax

benefits, the

total amount

of unrecognized

tax

benefits, including U.S. and Puerto Rico, that if recognized, would affect the Corporation’s effective tax rate, was approximately $

3.0

million at June 30, 2024 (December 31, 2023 - $

2.9

The amount of

unrecognized tax benefits

may increase or

decrease in the

future for various

reasons including adding amounts

for

current

tax

year

positions,

expiration

of

open

income

tax

returns

due

to

the

statutes

of

limitation,

changes

in

Management’s

judgment about

of uncertainty,

status of

examinations, litigation

and legislative

activity and

the addition

or elimination

of

uncertain tax positions.

The Corporation does not

anticipate a reduction

in the total

amount of unrecognized tax

benefits within the

next 12 months.

The

Corporation and

its subsidiaries

file

returns in

Puerto

Rico, the

U.S. federal

jurisdiction, various

U.S. states

and

subdivisions,

and

foreign

jurisdictions.

At

June

30,

2024,

the

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 six months ended June

30, 2024 and June 30, 2023

are listed in the following table:

Non-cash activities:

Loans transferred to other real estate

$

25,922

$

35,133

Loans transferred to other property

38,867

34,497

Total loans transferred

to foreclosed assets

64,789

69,630

Loans transferred to other assets

25,427

6,363

Financed sales of other real estate assets

6,220

5,075

Financed sales of other foreclosed assets

26,894

25,409

Total financed sales

of foreclosed assets

33,114

30,484

Financed sale of premises and equipment

38,715

35,492

Transfers from loans held-in-portfolio to

loans held-for-sale

7,505

49,361

Transfers from loans held-for-sale to loans

2,896

2,150

Loans securitized into investment securities

[1]

4,806

24,359

Trades receivable from brokers and counterparties

26,198

6,460

Trades payable to brokers and counterparties

24,603

1,022

Net change in receivables from investments maturities

124,000

124,708

Recognition of mortgage servicing rights on securitizations

or asset transfers

1,240

Loans booked under the GNMA buy-back option

3,437

1,165

Capitalization of lease right of use asset

1,946

10,006

[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.

$

348,170

$

450,125

Restricted cash and due from banks

11,803

26,517

Restricted cash in money market investments

7,286

6,058

Total cash and due

from banks, and restricted cash

[2]

$

367,259

$

482,700

[2]

Refer to Note 4 - Restrictions on cash and due from banks

and certain securities for nature of restrictions.

Note 32 – Segment reporting

The

corporate

structure

of

two

segments

–

Banco Popular de Puerto Rico and Popular U.S.

Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess

where to allocate resources.

The segments were

determined based on the

organizational structure, which focuses

primarily on the

markets the segments serve, as well as on the products

and services offered by the segments.

Banco Popular de Puerto Rico:

The Banco Popular de

Puerto Rico reportable segment

includes commercial, consumer and retail

banking operations conducted at

BPPR, including

U.S. based

activities conducted

through its

Branch. It

also includes

the lending

operations of

Popular

Auto

and

Popular

Mortgage.

Other

within

the

BPPR

segment

include

the

trust

service

units

of

BPPR,

asset

management services of Popular Asset

Management, the brokerage and investment

banking operations of Popular Securities,

and

the insurance agency and reinsurance businesses

of Popular Insurance, Popular Risk Services, Popular

Life Re, and Popular Re.

Popular U.S.:

Popular U.S. reportable segment

consists of the

banking operations of Popular

Bank (PB), Popular Insurance

Agency, U.S.A.,

and

PEF.

PB

operates through

a retail

branch network

in the

U.S. mainland

name of

and equipment

leasing and

financing services through PEF.

Popular Insurance Agency,

U.S.A. offers investment and insurance

services across the PB

branch

network.

The Corporate group

consists primarily of

the holding companies

Popular, Inc.,

Popular North America,

Popular International Bank

and certain of the Corporation’s investments accounted for under

the equity method, including BHD.

The

of

the

segments

are

the

same

as

those

of

the

Transactions

between

reportable segments are primarily conducted at market rates, resulting

in profits that are eliminated for reporting consolidated results

of operations.

The tables that follow present the results of operations

and total assets by reportable segments:

BPPR

$

488,745

$

85,851

$

50,382

(3,563)

152,354

6,000

13,317

2,204

386,231

67,163

33,540

7,989

$

157,205

$

17,748

$

$

58,464,408

$

14,287,739

$

(264,040)

Inc.

$

574,596

$

(6,284)

$

$

568,312

46,819

(25)

46,794

158,354

10,716

(2,764)

166,306

15,521

15,888

453,394

(1,224)

452,954

41,529

(476)

(594)

40,459

$

174,953

$

3,782

$

(946)

$

177,789

$

72,488,107

$

5,828,667

$

(5,471,702)

$

BPPR

$

961,586

$

170,704

$

111,062

7,872

298,023

13,120

(56)

26,326

4,147

780,036

134,951

(56)

62,746

11,445

$

278,531

$

24,788

$

$

58,464,408

$

14,287,739

$

(264,040)

Total

$

1,132,290

$

(13,234)

$

$

118,934

119,392

311,087

22,438

(3,401)

330,124

1,529

1,529

30,473

31,249

914,931

7,395

(2,415)

919,911

74,191

22,200

(364)

96,027

Net income (loss)

$

303,319

$

(21,625)

$

(622)

$

281,072

$

72,488,107

$

5,828,667

$

(5,471,702)

$

BPPR

$

453,075

$

87,502

$

29,345

7,907

143,804

5,887

(134)

11,875

1,885

386,069

61,151

(134)

37,303

6,850

$

131,802

$

15,286

$

$

58,392,177

$

12,549,742

$

(442,125)

Inc.

$

540,577

$

(8,909)

$

$

531,668

37,252

(60)

37,192

149,557

13,012

(2,098)

160,471

13,760

14,115

447,086

(556)

(1,156)

445,374

44,153

(289)

(361)

43,503

$

147,088

$

4,653

$

(581)

$

151,160

$

70,499,794

$

5,844,554

$

(5,506,082)

$

70,838,266

BPPR

$

902,895

$

177,588

$

75,053

9,972

291,275

12,271

(270)

23,544

3,699

749,784

124,468

(270)

80,135

10,826

$

264,685

$

40,273

$

$

58,392,177

$

12,549,742

$

(442,125)

Total

$

1,080,484

$

(17,160)

$

$

85,025

(196)

84,829

303,276

22,726

(3,570)

322,432

1,590

1,590

27,243

27,957

873,982

(326)

(2,232)

871,424

90,961

(610)

(534)

89,817

$

304,959

$

5,984

$

(804)

$

310,139

$

70,499,794

$

5,844,554

$

(5,506,082)

$

70,838,266

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 six months

ended June 30, 2024,

BPPR did

no

t participate in

loans originated by PB

(2023 – $

million, respectively). At June

assets

for the

BPPR segment

its

operations in

the United

States amounted

to $

1.6

billion (December

  • $

1.5

billion),

$

million

in

multifamily

loans

31,

$

$

million

in

real

estate

loans

  • $

million), $

C&I loans (December

  • $

million), and $

personal loans

2023 -

$

million). During

the six

BPPR segment

generated

60.1

million (2023 - $

55.5

million) in revenues from its operations in the United States, including net interest income,

service

charge

on

deposit

and

other

service

fees.

In

the

Virgin

Islands,

the

BPPR

segment

offers

banking

products,

including loans and

deposits. At June

assets for the

BPPR segment related

to its operations

in the U.S.

and British

Virgin Islands amounted to $

1.0

billion (December 31, 2023 - $

1.0

billion). The BPPR segment generated $

21.3

million in revenues

during the six months ended June 30, 2024 (2023

  • $

22.7

million) from its operations in the U.S. and British

Virgin Islands.

Geographic Information

Quarter ended

Revenues:

[1]

$

586,338

$

536,075

$

1,152,082

$

1,083,978

127,011

132,720

253,752

257,765

Other

21,269

23,344

43,346

44,013

Total consolidated

revenues

$

734,618

$

692,139

$

1,449,180

$

1,385,756

[1]

Total revenues include

net interest income, service charges on deposit accounts,

other service fees, mortgage banking activities, net

gain,

including impairment losses, on equity securities, net

gain on trading account debt securities, adjustments to indemnity

reserves on loans sold,

and other operating income.

Selected Balance Sheet Information:

$

55,739,609

$

54,181,300

Loans

23,081,402

22,519,961

52,684,734

51,282,007

$

15,883,084

$

15,343,156

Loans

11,983,492

12,006,012

11,097,236

10,643,602

Other

$

1,222,379

$

1,233,699

Loans

[1]

534,951

543,299

[2]

1,748,892

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

and

analysis

(“MD&A”)

of

the

consolidated

and

of

Inc.

(the

“Corporation”

or

“Popular”). All

accompanying

tables,

and

notes

elsewhere in this report should be considered an

integral part of this analysis.

The Corporation is a

diversified, publicly-owned financial holding company subject to the

supervision and regulation of the Board

of

Governors of the Federal Reserve System. The Corporation has

operations in Puerto Rico, the United States (“U.S.”) mainland and

the

U.S.

and

British

Virgin

Islands.

In

Puerto

Rico,

the

retail,

and

banking

through its principal banking subsidiary, Banco Popular de Puerto Rico (“BPPR”), as well as investment

banking, broker-dealer, auto

and

leasing

and

and

through

specialized

In

the

U.S.

mainland,

the

Corporation provides

retail, mortgage

and

commercial banking

services, as

well as

equipment leasing

and

financing, through

its

New

York-chartered

banking

Popular

Bank

(“PB”

or

“Popular U.S.”),

which

has

branches

located

in

New

York,

New

Jersey

and

Florida.

Note

to

the

about

the

segments.

SIGNIFICANT EVENTS

Capital Actions

On July 24, 2024, the Corporation announced

the following capital actions:

common stock repurchases of up to $500 million;

and

in the

Corporation’s quarterly

common stock

dividend from

$0.62 to

$0.70 per

share, commencing

dividend payable in the first quarter of 2025, subject

to the approval by the Corporation’s Board of Directors.

The

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

market

conditions,

the

capital

and

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.

OVERVIEW

Table 1 provides selected financial data and performance indicators for the quarters ended

June 30, 2024 and 2023.

Table 1 - Financial Highlights

Financial Condition Highlights

Ending balances at

Average for the six months ended

$

$

$

(147,477)

$

6,477,180

$

6,799,452

$

(322,272)

26,742,639

25,148,673

1,593,966

28,034,347

27,343,940

690,407

Loans

530,573

35,226,488

32,367,113

2,859,375

Earning assets

69,193,878

67,216,816

1,977,062

69,738,015

66,510,505

3,227,510

2,086,917

72,800,664

69,519,264

3,281,400

1,912,619

64,529,716

61,669,930

2,859,786

1,047,264

1,078,332

(31,068)

1,045,181

1,284,454

(239,273)

Total liabilities

67,472,394

65,611,202

1,861,192

66,549,458

63,806,260

2,743,198

225,725

6,251,206

5,713,004

538,202

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

$

568,312

$

531,668

$

36,644

$

$

$

55,732

46,794

37,192

9,602

119,392

84,829

34,563

166,306

160,471

5,835

330,124

322,432

7,692

Operating expenses

469,576

460,284

9,292

952,689

900,971

51,718

Income before income tax

218,248

194,663

23,585

377,099

399,956

(22,857)

40,459

43,503

(3,044)

96,027

89,817

6,210

$

177,789

$

151,160

$

26,629

$

281,072

$

310,139

$

(29,067)

Net income applicable to common stock

$

177,436

$

150,807

$

26,629

$

280,366

$

309,433

$

(29,067)

Net income per common share – basic

$

2.47

$

2.10

$

0.37

$

3.90

$

4.32

$

(0.42)

Net income per common share – diluted

$

2.46

$

2.10

$

0.36

$

3.90

$

4.32

$

(0.42)

Dividends declared per common share

$

0.62

$

0.55

$

0.07

$

1.24

$

1.10

$

0.14

Selected Statistical Information

Common Stock Data

End market price

$

88.43

60.52

$

88.43

60.52

Book value per common share at period end

73.94

63.00

73.94

63.00

Profitability Ratios

Return on assets

0.97

%

0.85

%

0.77

%

0.89

%

Return on common equity

10.38

9.26

8.24

9.63

2.44

2.50

2.41

2.59

Net interest spread (taxable equivalent) - Non-GAAP

2.70

2.65

2.65

2.78

Net interest margin

3.22

3.14

3.20

3.18

Net interest margin (taxable equivalent) - Non-GAAP

3.48

3.29

3.44

3.37

Capitalization Ratios

Average equity to average assets

8.60

%

8.24

%

8.59

%

8.22

%

Common equity Tier 1 capital

16.48

16.87

16.48

16.87

Tier I capital

16.54

16.93

16.54

16.93

Total capital

18.30

18.74

18.30

18.74

Tier 1 leverage

8.53

8.40

8.53

8.40

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

addition

to

analyzing

the

results

on

a

basis,

monitors

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

table

the

net

income

for

the

six

months

ended

of

June

30,

There

were

no

non-GAAP

adjustments for the six months ended June 30, 2023.

Table 2 - Adjusted Net Income

for the Six Months Ended June 30, 2024 (Non-GAAP)

(Unaudited)

Income before

Income tax

expense

Total

U.S. GAAP Net income

$377,099

$96,027

$281,072

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)

$397,786

$84,778

$313,008

[1] Expense 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 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

equivalent basis

is a

non-GAAP financial

measure. Management

believes that

this presentation

provides meaningful information since it facilitates the comparison

of revenues arising from taxable and tax-exempt sources.

interest earning

assets include

investment securities

and loans

exempt from

income tax,

principally in

Puerto

Rico. The

main sources

of tax-exempt

are certain

investments in

obligations of

the

U.S. Government,

its

agencies and

sponsored entities,

certain obligations

of the

Commonwealth of

and/or its

agencies and

municipalities,

and assets

held by the

Corporation’s international banking

entities. To

facilitate the comparison

of interest related

to these

assets,

the

has

been

converted

to

a

taxable

basis,

using

the

income

tax

rates

for

each

period.

According to the

Puerto Rico tax

law, a

portion of interest

cost, based on

an equal proportion

of tax-exempt assets to

total assets,

and an

allocation of

general and

administrative expenses

should be

attributed to

exempt income,

reducing the

the tax

exempt income, and as such

the disallowance of such

deduction is considered in the

taxable equivalent computation. The effective

yield, on

equivalent basis, will

vary depending on

of these expenses

attributed to the

available exempt

income.

Net interest income on

a taxable equivalent basis,

with its different components,

along with the reconciliation to

net interest income

(GAAP), for the quarter ended June 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

June 30, 2024, and December 31, 2023.

Financial highlights for the quarter ended June 30, 2024

For the

2024,

recorded net

$ 177.8

to net

$

151.2

million for

the

previous year.

was 3.22%,

an

increase of 8 basis points when compared to 3.14% for the same quarter of the previous year.

The increase was mainly due to

the reinvestment of maturities in higher yielding

U.S. Treasury bills and due

to higher average loan balances and

higher yields

in all

loans portfolios,

which was partially

higher deposit

costs, principally

due to

higher average volume

and higher

cost

of

and

time

On

a

taxable

basis,

the

net

margin

was

3.48%,

compared to 3.29% for the same quarter of

the previous year.

For

the

quarter

the

Corporation recorded

a

credit

losses

of

$46.8 million,

to

$37.2 million for the same quarter of the previous year.

The increase in provision for credit losses was driven by loan growth in

higher reserves

in the

auto leasing

portfolio resulting

from recent

loss history,

by lower

reserves in

the PB commercial portfolio mainly due to improvements

in credit ratings.

Non-interest income was $166.3

million for the

quarter,

an increase of $5.8

million when compared to

the quarter ended June

30, 2023, mainly

due to higher

income from mortgage banking

activities resulting from the

fair value adjustments

of mortgage

servicing rights and higher other service fees.

Operating expenses of $469.6 million for the quarter were higher by $9.3 million when compared to the quarter ended June 30,

.

Higher

were

driven

mainly

by

higher

and

expenses,

costs,

other

operating expenses,

FDIC deposit insurance expense and processing

and transactional services expenses.

Income tax expense during the quarter was lower

by $3.0 million mainly due to higher exempt

income and other tax credits.

Total

assets at June

30, 2024 amounted to

$72.8 billion, compared to

$70.8 billion, at

The increase was

in available-for-sale

(“AFS”) investment

securities, mainly

due to

purchases of

bills and

loan growth, mainly in

the commercial portfolio,

partially offset by a

decrease in held-to-maturity (“HTM”) investment

driven by maturities of U.S. Treasury securities.

Total

deposits at June 30, 2024 increased by

$1.9 billion when compared to deposits at

December 31, 2023, mainly due to

an

increase in Puerto Rico public sector deposits and higher

deposits in PB, mainly those captured via the online channel.

Stockholders’ equity as

2024 increased by

$225.7 million from

the December 31,

2023, mainly due

to net income

for the six

30, 2023 of

$281.1 million and

the amortization of unrealized

losses from securities

previously

reclassified to

held-to-maturity (“HTM”) of

$70.7 million,

net of

taxes, partially

the after-tax

impact of

the increase

in

net unrealized

losses in

the portfolio

of AFS

securities of

$54.2 million and

common and

preferred dividends declared

during

the

period of

$90.4 million.

As

of

Corporation’s tangible

book value

per common

share was

$62.71, an

increase of $2.97 from December 31, 2023.

Regulatory capital ratios remain strong. At June 30, 2024, the Corporation’s common equity tier 1 capital ratio was 16.48%, the

tier 1 leverage ratio was 8.53%, and the

total capital ratio was 18.30%. Refer to Table 9 for capital ratios.

the Operating

Results Analysis

and Financial

Condition Analysis

within this

MD&A for

additional discussion

of significant

quarterly variances and items impacting the financial performance

of the Corporation.

As a financial services company,

the Corporation’s earnings are significantly affected

by general business and economic conditions

in the

markets which

we serve.

Lending and

deposit activities

and fee

income generation

are influenced

by the

spending and

investment, consumer

income, spending

and savings,

capital market

activities, competition,

customer preferences,

interest rate conditions and prevailing market rates

on competing products.

operates in

a highly

regulated environment

and may

be adversely

affected by

federal and

local laws

and

regulations.

Also,

competition

with

other

institutions,

as

well

as

with

non-traditional financial

service

providers

and

companies

that

provide

electronic

and

internet-based

solutions

and

could

affect

its

profitability.

The

continuously

monitors

general

and

conditions,

industry-related

indicators

and

trends,

competition, interest rate volatility, credit

quality indicators, loan and deposit demand, operational and systems efficiencies,

revenue

enhancements and changes in the regulation of financial

services companies.

The description of the Corporation’s business contained in

discusses additional

information about the business of the Corporation. Readers should also refer to “Part I - Item 1A” of the 2023 Form 10-K and “Part II

  • Item 1A” of this Form 10-Q for a discussion of certain risks and uncertainties to which the Corporation is subject, many

beyond the

Corporation’s control that, in addition to the other information in

this Form 10-Q, readers should consider.

The Corporation’s common stock is traded on the NASDAQ

Global Select Market under the symbol BPOP.

CRITICAL ACCOUNTING POLICIES / ESTIMATES

The accounting

and reporting

policies followed

by the

Corporation and

its subsidiaries

conform to

generally accepted

principles

in

the

United

States

of

America

and

general

practices

within

the

industry.

Various

elements

of

the

Corporation’s accounting policies, by

their nature, are

inherently subject to

estimation techniques, valuation assumptions and

other

subjective assessments.

These estimates

are made

under facts

and circumstances

at a

point in

time and

those facts

and circumstances could produce actual results that

differ from those estimates.

Management has discussed

the development and

selection of the

critical accounting policies

and estimates with

Audit

Committee.

The

has

identified

as

critical

those

related

to:

(i)

Fair

Value

Measurement

of

Financial Instruments; (ii) Loans

and Allowance for Credit

Losses; (iii) Loans Acquired

with Deteriorated Credit Quality;

(iv) Income

Taxes;

(v) Goodwill and

Other Intangible Assets; and

(vi) Pension and Postretirement

Benefit Obligations. For a

summary of these

critical accounting policies and estimates, refer to that particular section in

the MD&A included in the 2023 Form

10-K. Also, refer to

Note 2

to

the Consolidated

Financial Statements

Form 10-K

for a

summary of

accounting policies and

to Note

3 to

Statements included in

this Form

10-Q for information

on recently

adopted accounting standard updates.

OPERATING RESULTS ANALYSIS

NET INTEREST INCOME

was $568.3

to

$531.7 million

in the

same quarter

of

2023, an

$36.6 million.

income on

equivalent basis

for the

of 2024

was $614.8

million compared to $558.4 million in the second quarter

of 2023, an increase of $56.4 million.

Net interest margin for the quarter was 3.22% compared to 3.14%

in the second quarter of 2023 or an increase of eight basis

points.

On a

taxable

equivalent basis,

net interest

2024 was

3.48%, compared

to

3.29% for

quarter the prior year. The main variances in net interest income on

a taxable equivalent basis were:

higher interest income from investment securities by $80.5 million mainly driven by higher volume by $1.6 billion driven by

the deployment of liquidity to invest in short-term treasury bills, whose interest is tax exempt in Puerto Rico. Also, a higher

yield by 101 basis points,

driven by a higher interest rate environment and reinvestment of investment maturities in higher

yielding U.S. Treasury bills;

$79.6 million

in average

$2.7 billion

reflecting

loan

increases

in

both

PB

and

BPPR

and

across

most

and

higher

yield

on

loans

by

basis

points

when

compared to the same quarter of 2023 due to origination of loans in

a higher interest rate environment and the repricing of

adjustable-rate loans. The portfolio with the highest variances included commercial loans with an increase of $38.1 million

in interest income, or 34 basis points. Mortgage loans, auto loans and consumer loans increased approximately $9 million

each in

interest income,

while construction

loans increased

$7.8 million.

All loan

portfolios showed

increases in

volume

and yield

Partially offset by:

$96.5 million

higher cost

of deposits

by 65

basis points

due to

higher

average volume and higher cost of market linked interest-bearing

P.R.

public deposits by $2.1 billion and higher volume of

U.S. deposits, mainly those captured via the online

channel.

Net interest income for the BPPR segment amounted to $488.7

million for the second quarter of 2024, compared to $453.1

the second quarter of 2023. Net interest margin increased to 3.40%

compared to 3.21% in the second quarter of 2023. The increase

in net interest income of $35.6 million was

driven by higher yield and volume of earning assets

partially offset by the increase in the

cost of deposits,

mainly from the

P.R.

public sector.

The cost of

interest-bearing deposits increased 52

basis points to

2.47% from

1.95%

in the

same

  1. Total

deposit costs

for

39 basis

points, from

1.44% in

quarter of 2023 to 1.83%.

PB was

$85.9 million

for the

to $87.5

million during

quarter

of

2023,

a

decrease

of

$1.6

Net

interest margin

basis

points

to

2.60%

to

3.01%

during the second quarter of 2023. The decrease in net interest margin was mostly driven by a higher cost of deposits in all interest-

bearing categories, partially offset by the increase in loan volume and the repricing of adjustable-rate loans driven by the changes in

interest rates. The cost of interest-bearing deposits was 3.89% compared to

3.02% in the second quarter of 2023, or

87 basis points, while total deposit cost was

3.43% compared to 2.55% in the second quarter

of 2023.

Table 3 - Analysis of Levels & Yields

on a Taxable Equivalent Basis

(Non-GAAP)

Average Volume

Average Yields / Costs

Attributable to

Rate

Volume

$

6,471

$

7,851

$

(1,380)

5.49

%

5.15

%

0.34

%

$

88,316

$

100,776

$

(12,460)

$

6,081

$

(18,541)

28,943

27,362

1,581

3.01

2.00

1.01

Investment securities [1]

216,922

136,408

80,514

72,325

8,189

(6)

5.69

4.65

1.04

Trading securities

(3)

(76)

Total money market,

investment and trading

35,440

35,245

3.47

2.70

0.77

305,605

237,554

68,051

78,479

(10,428)

Loans:

17,707

16,237

1,470

6.86

6.52

0.34

302,003

263,934

38,069

13,404

24,665

1,070

9.11

8.95

0.16

24,224

16,442

7,782

7,540

1,789

1,632

6.86

6.30

0.56

Leasing

30,697

25,711

4,986

2,394

2,592

7,817

7,409

5.66

5.47

0.19

110,673

101,304

9,369

3,666

5,703

3,192

3,075

13.97

13.21

0.76

110,906

101,295

9,611

5,103

4,508

3,819

3,593

8.88

8.31

0.57

Auto

84,268

74,467

9,801

4,970

4,831

35,394

32,683

2,711

7.52

7.15

0.37

662,771

583,153

79,618

29,779

49,839

$

70,834

$

67,928

$

2,906

5.49

%

4.84

%

0.65

%

Total earning assets

$

968,376

$

820,707

$

147,669

$

108,258

$

39,411

Interest bearing deposits:

$

26,105

$

24,230

$

1,875

3.60

%

2.91

%

0.69

%

NOW and money market [2]

$

233,345

$

175,640

$

57,705

$

43,783

$

13,922

14,732

14,763

(31)

0.92

0.66

0.26

Savings

33,795

24,446

9,349

7,966

1,383

9,014

7,715

1,299

3.25

2.26

0.99

72,799

43,402

29,397

18,707

10,690

49,851

46,708

3,143

2.74

2.09

0.65

339,939

243,488

96,451

70,456

25,995

15,176

15,480

(304)

Non-interest bearing demand

65,027

62,188

2,839

2.10

1.57

0.53

339,939

243,488

96,451

70,456

25,995

(45)

5.64

5.19

0.45

1,126

1,624

(498)

(627)

Other medium and

1,299

(321)

5.16

5.33

(0.17)

long-term debt

12,530

17,227

(4,697)

1,007

(5,704)

50,909

48,132

2,777

2.79

2.19

0.60

liabilities (excluding demand

deposits)

353,595

262,339

91,256

71,592

19,664

4,749

4,316

Other sources of funds

$

70,834

$

67,928

$

2,906

2.01

%

1.55

%

0.46

%

Total source of funds

353,595

262,339

91,256

71,592

19,664

Net interest margin/

3.48

%

3.29

%

0.19

%

income on a taxable

equivalent basis (Non-

GAAP)

614,781

558,368

56,413

$

36,666

$

19,747

2.70

%

2.65

%

0.05

%

46,469

26,700

19,769

3.22

%

3.14

%

0.08

%

non-taxable equivalent basis

(GAAP)

$

568,312

$

531,668

$

36,644

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 six-month period ended

was $1.1 billion,

or $55.7 million higher

than the same

  1. Taxable

equivalent net

was $1.2

billion, an

$75.6 million

to the

same period

in

  1. Net interest margin

was 3.20%, an increase

of 2 basis

points when compared to

3.18% in 2023. The

increase in net interest

margin

was

mainly

driven

by

a

higher

yield

on

earning

assets

due

to

the

reinvestment

of

maturities,

adjustable-rate loans

and higher volume

of earning

assets in

a higher interest

rate environment. Net

interest margin,

on a

taxable

equivalent basis, for

2024, was 3.44%,

7 basis points when

compared to the

3.37%

for the same period of 2023. The drivers of

the variances in net interest income for the

six-month period are:

Positive variances:

Higher interest

investment securities

by

$112.7

million resulting

from

of the

portfolio by

75 basis

points

the re-investment

of

maturities and

deployment of

short-term treasury

bills,

whose

interest is tax exempt in Puerto Rico;

Higher interest income from commercial loans by $92.1 million due to higher yield by 43 basis points related to higher rates in

adjustable rate loans and higher volume of $1.7

billion, increasing in BPPR and PB; and

Higher interest income from consumer loans

by $25.4 million and auto

loans by $20.4 million mostly due

to a higher average

yield and volume of

personal loans and credit cards

driven by the increase in

market rates of approximately 150

basis points

throughout 2023.

Partially offset by:

Higher interest expense from deposits by

$232.7 million mainly due 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 Puerto

Rico 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 June 30,

Average Volume

Average Yields / Costs

Attributable to

Rate

Volume

$

6,477

$

6,800

$

(323)

5.49

%

4.94

%

0.55

%

$

176,832

$

166,500

$

10,332

$

18,468

$

(8,136)

28,626

28,108

2.86

2.11

0.75

Investment securities [1]

408,024

295,322

112,702

107,442

5,260

(1)

4.60

4.56

0.04

Trading securities

(30)

(37)

Total money market,

investment and trading

35,133

34,939

3.35

2.67

0.68

585,534

462,530

123,004

125,917

(2,913)

Loans:

17,660

16,000

1,660

6.85

6.42

0.43

601,507

509,403

92,104

37,134

54,970

1,031

9.04

8.68

0.36

46,324

31,598

14,726

1,454

13,272

1,766

1,610

6.80

6.21

0.59

Leasing

60,051

49,993

10,058

4,994

5,064

7,770

7,398

5.64

5.46

0.18

219,216

202,076

17,140

6,783

10,357

3,208

3,049

13.94

13.03

0.91

222,396

197,010

25,386

13,546

11,840

3,791

3,576

8.82

8.23

0.59

Auto

166,322

145,874

20,448

11,419

9,029

35,226

32,367

2,859

7.50

7.06

0.44

1,315,816

1,135,954

179,862

75,330

104,532

$

70,359

$

67,306

$

3,053

5.43

%

4.78

%

0.65

%

Total earning assets

$

1,901,350

$

1,598,484

$

302,866

$

201,247

$

101,619

Interest bearing deposits:

$

25,904

$

23,774

$

2,130

3.61

%

2.72

%

0.89

%

NOW and money market [2]

$

465,474

$

320,610

$

144,864

$

113,900

$

30,964

14,716

14,895

(179)

0.93

0.57

0.36

Savings

67,966

41,889

26,077

24,160

1,917

8,780

7,409

1,371

3.11

2.02

1.09

135,995

74,204

61,791

40,371

21,420

49,400

46,078

3,322

2.73

1.91

0.82

669,435

436,703

232,732

178,431

54,301

15,129

15,592

(463)

Non-interest bearing demand

64,529

61,670

2,859

2.09

1.43

0.66

669,435

436,703

232,732

178,431

54,301

(104)

5.67

4.89

0.78

2,318

4,509

(2,191)

1,603

(3,794)

Other medium and

1,124

(136)

5.13

5.10

0.03

long-term debt

25,239

28,493

(3,254)

(3,268)

50,470

47,388

3,082

2.78

2.00

0.78

liabilities (excluding demand

deposits)

696,992

469,705

227,287

180,048

47,239

4,760

4,326

Other sources of funds

$

70,359

$

67,306

$

3,053

1.99

%

1.41

%

0.58

%

Total source of funds

696,992

469,705

227,287

180,048

47,239

3.44

%

3.37

%

0.07

%

on a taxable equivalent basis

(Non-GAAP)

1,204,358

1,128,779

75,579

$

21,199

$

54,380

2.65

%

2.78

%

(0.13)

%

Taxable equivalent

85,302

65,455

19,847

3.20

%

3.18

%

0.02

%

non-taxable equivalent basis

(GAAP)

$

$

$

55,732

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.

Provision for Credit Losses - Loans Held-in-Portfolio

and Unfunded Commitments

For

recorded a

provision expense

of

$46.3 million

losses related

to

and unfunded

commitments. The

loan losses

for the

2024 was

$44.2

to

a provision

$35.7 million

for the

reserve related

to unfunded

commitments for the second quarter

of 2024 was $2.1 million,

compared to a provision

expense of $2.2 million for

the same period

of 2023. The drivers of the variance

in the provision for loan losses by

business segments when comparing the quarter ended June

30, 2024, to the same quarter in 2023 were as

follows:

In the

BPPR segment,

a higher

provision expense

was recorded

for the

2024 of

$48.6 million,

a provision

$28.4 million

for the

2023, driven

by loan

BPPR

and higher reserves in our auto leasing portfolio

resulting from recent loss history.

In the Popular U.S. segment,

a release of $4.4 million

was recorded for the quarter

ended June 30, 2024, compared to

a

provision expense of $7.3 million for the same quarter

in 2023, driven by improvements in commercial credit ratings

in PB.

For the

recorded a

credit loss

of $118.4

million for

its reserve

for

credit losses related to loans held-in-portfolio and unfunded commitments. The

provision for loan losses expense for the six

months

was $116.5

to an

$82.8 million

for the

30, 2023.

The

unfunded commitments for

the six

reflected an

$1.9 million,

a

provision expense of $2.8 million for the same period

of 2023.

In the BPPR

segment, the provision for

loan losses was an

expense of $109.6 million

for the six

2024, compared to an expense of $73.6 million for

the six months ended June 30, 2023, attributable to higher reserves

in

our auto

leasing portfolio

mostly due

to the

recent loss

history and

the credit

quality of

the BPPR

In the Popular U.S. segment,

the provision for loan losses

was an expense of $7.0

million for the six months

an expense

of

$9.2 million

for the

same

lower provision

was driven

by an

improvement in commercial credit ratings in PB.

At June

the total

allowance for

for loans

held-in-portfolio amounted to

$730.1 million,

$729.3

million as of December 31, 2023.

The ratio of the allowance for

credit losses to loans held-in-portfolio was

2.05% at June 30, 2024,

to

2.08%

at

As

discussed

in

Note

to

the

Financial Statements,

the

applies probability weightings to the outcomes of simulations using Moody’s Analytics’ Baseline, S3 (pessimistic) and S1 (optimistic)

scenarios to

estimate the

ACL. The

baseline scenario

is assigned

the highest

probability,

followed by

the pessimistic

scenario to

account for

uncertainties in

the macro-economic

outlook and

any downside

risk. The

weight assigned

to the

pessimistic scenario

decreased during

the first

2024 in

response to

the positive

momentum in

the economy

as expectations

for the

Federal

Reserve

achieving

a

soft

landing

have

improved.

Refer

to

Note

to

the

Statements,

for

on

the

Corporation’s methodology

to

estimate its

ACL.

Refer

to

the

Credit

Risk

section

of

this

MD&A

for

a

detailed

analysis of net charge-offs, non-performing assets, the allowance

for credit losses and selected loan losses statistics.

Provision for Credit Losses – Investment Securities

The

for

credit

losses

related

to

its

is

related

to

the

of

obligations from

the Government

Rico, states

and political

subdivisions. At

total allowance

losses

for

this

to

$6.3

to

$5.8

million

as

of

31,

Refer

to

Note

to

Consolidated Financial Statements

for additional information on the ACL for this portfolio.

Non-Interest Income

Non-interest

income

$166.3

million

for the

June

30,

to

$160.5

million

for the

same

quarter of the previous year. The main factors that contributed to the variance

in non-interest income were:

higher

income

from

banking

by

$3.4

million

mainly

due

to

fair

value

adjustments of

rights (“MSRs”); and

by $2.6 million mainly

due to higher debit

card service fees as

a result of higher volume

of costumer

Non-interest income amounted to

$330.1 million for

the six months ended

compared to $322.4 million

for the same

period of the previous year. The main factors that contributed to the

variance in non-interest income were:

by $6.8 million mainly due

to an increase in

debit cards transactional volume related fee

income and

higher credit card fees as a result of higher interchange

transactional volumes;

and

higher

service

charges

on

deposit

by

$2.5

million

mainly

due

to

higher

fees

resulting

mainly

from

non-balance

compensation in commercial deposits.

Operating Expenses

Operating expenses amounted to

$469.6 million for

the quarter ended

$9.3 million, when

with the same quarter of 2023. The variance

in operating expenses was driven primarily by:

higher technology

and software

by

$7.4 million

mainly

due to

higher IT

professional and

consulting

fees

by

$3.4

million and higher software amortization expense by

$2.5 million;

higher personnel costs by $6.0 million mainly due to higher

salaries by $3.7 million as a result of annual salary

revisions and an

increase in headcount, and higher commissions and

incentive compensation by $3.4 million;

operating expenses

by $4.7

due to

build up

on reserves

for operational

losses,

by

lower pension plan costs as a result of annual

changes in actuarial assumptions;

higher FDIC deposit insurance expense by $3.8

million mainly due to higher average total assets;

and

higher processing and transactional services expenses by $2.3 million mainly due to

higher credit card processing related fees

as a result of higher volume of transactions;

lower professional

fees by

$12.4 million

advisory expenses

arising from

corporate initiatives

focused on

regulatory, compliance and cyber security efforts, as well as those related to the Corporation's

transformation initiative; and

higher other real estate owned (OREO) benefit

by $2.4 million mainly due to higher gain

on sale of commercial properties.

Operating

to

$952.7

million

for

the

six

months

ended

June

30,

2024,

an

of

$51.7

million

when

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 six

months ended June 30, 2024, were

$932.0 million,

an increase of $31.0 million, when compared

with the same period of 2023. The main drivers

of the $31.0 million variance were:

higher

costs

by

$22.6

million

mainly

due

to

higher salaries

expense by

$7.7

million

as

a

result

of

annual salary

revisions

and

an

in

headcount,

higher

and

incentive

compensation

by

$7.3

an

in

restricted stock expense by $2.8 million, and higher payroll

taxes by $2.1 million;

higher technology and software expenses by $18.3 million mainly

due to higher software amortization expense by $5.7 million,

higher IT professional fees

by $5.3 million,

an increase of $4.8

million from network management

services and an increase

of

$1.9 million in application processing and hosting

services;

operating expenses

by $8.6

due to

build up

on reserves

for operational

losses; partially

lower pension plan costs as a result of annual

changes in actuarial assumptions;

higher processing and transactional services expenses by $2.6 million mainly due higher credit card processing related fees as

a result of higher volume of transactions; and

higher business

promotion expenses

by $2.5

due to

higher customer

rewards programs

expense in

our credit

card business;

lower professional

fees by

$16.9 million

advisory expenses

arising from

corporate initiatives

focused on

regulatory, compliance and cyber security efforts, as well as those related to the Corporation's

transformation initiative;

lower other

taxes expense

by $3.0

due to

expenses related

to regulatory

examination fees

in BPPR

during the six months ended June 30, 2023; and

higher other real estate

owned (OREO) benefit by

$6.1 million mainly due

to higher gain on

sale of mortgage and

properties and a reduction in corporate advances

on mortgage loans.

Table 5 - Operating Expenses

Personnel costs:

Salaries

$

128,634

$

124,901

$

3,733

$

258,018

$

250,294

$

7,724

Commissions, incentives and other bonuses

30,626

27,193

3,433

69,237

58,355

10,882

Pension, postretirement and medical insurance

16,619

17,508

(889)

34,004

32,886

1,118

Other personnel costs, including payroll taxes

21,545

21,866

(321)

51,542

48,693

2,849

Total personnel

costs

197,424

191,468

5,956

412,801

390,228

22,573

Net occupancy expenses

27,692

27,165

55,733

53,204

2,529

Equipment expenses

9,662

9,561

19,229

17,973

1,256

Other taxes

15,333

16,409

(1,076)

29,708

32,700

(2,992)

Professional fees

37,744

50,132

(12,388)

66,662

83,563

(16,901)

Technology and

software expenses

79,752

72,354

7,398

159,214

140,913

18,301

Processing and transactional services:

Credit and debit cards

13,739

11,584

2,155

25,883

24,134

1,749

Other processing and transactional services

25,357

25,217

47,407

46,576

Total processing

and transactional services

39,096

36,801

2,295

73,290

70,710

2,580

Communications

4,357

4,175

8,914

8,263

Business promotion:

Rewards and customer loyalty programs

16,406

16,626

(220)

30,462

28,974

1,488

Other business promotion

9,043

8,457

15,976

14,980

Total business

promotion

25,449

25,083

46,438

43,954

2,484

Deposit insurance

10,581

6,803

3,778

34,468

15,668

18,800

Other real estate owned (OREO) income

(5,750)

(3,314)

(2,436)

(11,071)

(5,008)

(6,063)

Operational losses

11,823

4,280

7,543

15,384

11,080

4,304

All other

15,679

18,572

(2,893)

40,390

36,133

4,257

Total other operating

27,502

22,852

4,650

55,774

47,213

8,561

(61)

1,529

1,590

(61)

Total operating

$

469,576

$

460,284

$

9,292

$

952,689

$

900,971

$

51,718

Income Taxes

and six months

2024, the Corporation recorded

an income tax

expense of $40.5

million and $96.0

million with

an effective tax

rate (ETR) of

19% and 26%,

respectively, compared

to $43.5 million

and $89.8 million

with an ETR

of

22% and 24% for the respective periods of 2023.

The variance in income tax expense for the quarter ended June 30, 2024, reflects

the

impact of

higher exempt

income and

other tax

credits when

year

  1. For

the six-month

period ended June 30,

2024, the 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

ended March

31, 2024;

this negative variance

was partially

the

higher exempt income and other tax credits recorded this

year, compared with the same period of year 2023. Based on the Adjusted

Net Income, as

defined in the

non-GAAP Financial Measures

section of

this MD&A, the

ETR for

the six-month period

30, 2024, would have

been 21.3%. Refer to the

Non- GAAP Financial Measures section in

this MD&A for more

details on Adjusted

Net Income.

At June 30, 2024, the Corporation had a net deferred tax asset amounting to $1.0 billion, net of a valuation allowance of $0.5 billion.

The net deferred tax asset related to the U.S.

operations was $0.3 billion, net of

a valuation allowance of $0.4 billion.

Note 30

to the

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 $3.8 million for the quarter

ended June 30, 2024, compared with a net income of $4.7

million for the same quarter of the previous year.

For the six months ended June 30, 2024, the Corporate group reported net

loss of

$21.6 million, compared to a net

income of $6.0 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

reportable segment’s

net income

$157.2 million

for the

with net

$131.8 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 $35.7 million mainly

due to:

securities by $33.8 million due to higher yields driven

by

the

in

rates

by

the

Federal

Reserve

and

higher

average

of

U.S.

securities; and

higher interest income from loans by $58.2 million mainly

due to higher average balances from commercial and

consumer loans, reflected in auto loans, credit cards

and personal loans;

$56.2 million

costs

on the

market-linked Puerto

Rico

and

the

higher

rate

environment’s

impact

on

the

cost

of

demand accounts and time deposits.

The

net

margin

for

the

quarter

ended

June

30,

was

3.40%

to

3.21%

for

the

same

quarter

in

the

previous year.

The increase in

net interest margin

is driven by

the earnings assets

mix and the

higher yields from

securities and loans, particularly commercial and consumer loans, due to the increase in rates; partially offset by

higher cost of

A provision

for loan

losses expense of

$50.4 million, compared

to a

provision expense of

$29.3 million in

June

30,

2023,

or

an

unfavorable

of

$21.0

million

mainly

driven

by

higher

in

auto

leasing

mostly due to the recent loss history and loan

growth;

Non-interest income was higher by $8.5 million mainly

due to:

higher

income

from

banking

by

$3.4

million

mainly

due

to

a

favorable

of

$4.3

million in the fair value adjustment of mortgage service

rights;

service fees

by $2.5

million

to

higher debit

card

fees as

result of

higher volumes

of

customer transactions;

and

operating income

by $2.0

million mostly

due to

a realized gain

previously acquired

mortgage portfolios;

Higher operating expenses by $1.6 million mostly

due to:

higher other operating expense

by $5.4 million mostly

due to reserves for

operational losses; partially offset

by

lower pension plan expense as a result of

annual changes in actuarial assumptions;

higher

and

transactional

by

$2.3

million

mainly

due

to

higher

credit

card

expense as result of higher customer transactional

volumes;

higher personnel costs by $3.8 million driven by

higher annual salary revisions,

and increase in headcount;

higher FDIC deposit insurance expense by $2.2

million due to higher average total assets; and

higher technology

and software

expenses by

$1.5 million

IT professional

and consulting

fees, higher amortization of software costs and higher

network management fees;

lower professional fees of $11.2 million mainly related to corporate initiatives focused on regulatory,

compliance

and cyber security efforts as well the Corporations

transformation initiatives;

higher

net

recoveries

from

OREO

by

$2.5

million

mainly

due

to

an

in

gain

on

sale

of

properties;

Lower income tax expense by $3.8 million is

mainly due to higher net exempt income.

For the

2024, the BPPR

segment recorded net

income of $278.5

million compared to

a net

$264.7 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 $58.7 million

mainly due to:

securities by $72.5 million due to higher yields driven

by the

re-investments of

maturities and

deployment of

short-term treasury

bills, whose

interest is tax exempt in Puerto Rico.

$129.4 million

average balances

from commercial

and consumer loans,

$143.0 million

costs on

the market-linked

Puerto

Rico

and

the

higher

rate

environment’s

impact

on

the

cost

of

demand accounts, time deposits, and savings deposits.

The net interest margin for the six months ended June 30, 2024 was 3.36% compared to 3.26% for the same quarter in the previous

year. The

increase in net

interest margin is driven

by the earnings assets

mix and the

higher yields from

investment securities and

loans, particularly commercial and consumer loans,

due to the increase in rates; partially offset by

higher cost of deposits.

A unfavorable variance of

$36.0 million on the

provision for loan losses

mainly attributable to

higher reserves in our

auto

leasing portfolio and changes in credit quality

mostly due to consumer portfolios;

Non-interest income was higher by $6.7 million

mainly due to:

by $5.1 million mainly due

to higher debit card

fees by $3.8 million

as result of higher

volume of customer transactions;

higher service charges on deposit accounts by

$2.7 million mainly due to higher no balance

compensation.

Higher operating expenses by $33.0 million mostly due

to:

higher personnel costs by $15.3 million driven by

higher annual salary revisions and increase in

headcount;

higher

FDIC

deposit

expense

by

$14.3

million

mostly

due

to

$12.7

million

on

FDIC

Special

Assessment recorded in the first quarter of 2024,

and higher average total assets;

higher

promotions

by

$2.4

million

due

to

higher

customer

rewards

expense

related

to

higher

transactional volumes and higher donations expenses;

higher other operating expense by $6.2 million mostly due to higher charges from the Corporate segment group

by

$5.4

mainly

from

higher

costs

and

advisory

higher

for

operational

losses by

$3.4 million;

by $3.0

million due

pension plan

expense as

a result

of annual

charges in actuarial assumptions;

higher

and

transactional

by

$2.7

million

mainly

due

to

higher

credit

card

expense as result of higher customer transactional

volumes;

higher

and

by

$9.2

million

mainly

due

to

higher

network

fees,

higher amortization of software costs and higher IT

consulting fees;

lower professional fees of $11.5

million mainly due to lower

costs associated with several initiatives focused on

regulatory, compliance and cyber security efforts as well as the transformation initiative;

higher net

recoveries from

OREO by

$6.1 million

to an

gain on

sale of

mortgage and

commercial properties;

Lower income

tax

$17.4 million

is mainly

due to

higher net

exempt income

and

higher tax

credit

during this period.

For the quarter ended June 30, 2024, the reportable segment of Popular U.S. reported a net income of $17.7 million, compared with

a net income

of $15.3 million for

the same quarter of

the previous year.

The factors that contributed

to the variance

in the financial

results included the following:

Lower

net interest income by $1.7 million due to:

$36.0 million

mainly

due

to

rates

and

higher average

balance;

$20.4 million,

mainly from

the commercial

portfolio as

well as

higher yields due to increase in rates;

and

securities by $13.5 million due to higher yields.

The net

interest margin for

was 2.60%

3.01% for

quarter in

the previous

year driven by the higher cost of deposits.

An favorable variance of

$11.5 million

on the provision for

loan losses and unfunded commitments

reflecting a release of

the reserve

losses of

$3.6 million

for the

of

2024 mostly

due to

improvements in

credit ratings,

compared to a provision expense of $7.9 million

recorded in the quarter ended June 30, 2023;

Higher operating expenses by $6.3 million mostly

due to:

operating expense

by

$3.3 million

due to

higher charges

allocated from

the

Corporate segment

group by $1.6 million mainly from higher personnel costs

and higher consulting fees.

Higher income tax expense by $1.1 million is

related to higher income before tax.

For the six months ended June 30, 2024, the reportable segment of Popular

U.S. recorded a net income of $24.8 million, compared

with

a

net

income

of

$40.3

million

for

the

same

period

of

the

previous

year.

The

factors

that

contributed

to

the

in

the

financial results included the following:

Lower net interest income by $6.9 million due

to:

$87.3 million

mainly

due

to

rates

and

higher average

balance;

$46.8 million,

mainly from

the commercial

portfolio as

well as

higher yields due to increase in rates; and

higher interest income

from money market

and investment securities

by $31.7 million

due to higher

yields and

higher average balance.

The net interest margin for the six months ended June 30, 2024 was 2.60% compared to 3.17% for the same quarter in the previous

year.

An

favorable

of

$2.1

million

on

the

for

loan

losses

and

unfunded

commitments

mainly

due

to

an

improvement in credit quality;

Higher operating expenses by $10.9 million mostly due

to:

operating expense

by

$4.9 million

due to

higher charges

allocated from

the

Corporate segment

group by $3.4 million, mainly from higher

personnel costs.

Higher income

tax expense

by $0.6

million due

to a

higher tax

credits;

by a

lower income

before income

tax.

FINANCIAL CONDITION ANALYSIS

Assets

total assets

were $72.8

2024, compared to

$70.8 billion

the

Consolidated Statements of Financial Condition included

in this report for additional information.

Money market investments and debt securities available-for-sale

Money market

investments decreased

by

$147.5 million

as

of

2024, when

2023,

as these

funds were

used in

part for

the purchase of

debt securities and

loan originations. Debt

securities available-for-sale increased

$1.8

billion, mainly due to

purchases of U.S. Treasury

Securities.

Debt securities held-to-maturity decreased by

$218.8 million driven by

of

U.S.

partially

offset

by

the

accretion

of

$88.4

million

of

the

discount

related

to

U.S.

securities previously reclassified from the

AFS to HTM. Refer

to Note 5 and

to Note 6 to

the Consolidated Financial Statements for

additional information with respect to the Corporation’s debt

securities available-for-sale and held-to-maturity.

Loans

Refer to Table

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.

$526.6 million

to $35.6

billion as

of June

as of

BPPR portfolio

$632.5 million,

the growth

in the

commercial, mortgage

and auto

loans portfolio,

and the PB

loan portfolio decreased by

$105.8 million, due in

part by commercial

loans payoffs, offset

by growth in

the construction loans portfolio.

$5.0 billion

non-owner occupied

commercial real

estate portfolio

is comprised

of $3.0

billion in

$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

(35%

of

non-owner

CRE),

hotels

(20%)

and

office

space

(13%)

for

two

thirds

of

the

total

exposure.

The

approximate $624 million office space

exposure represents only 1.8% of

the total loan portfolio

and is comprised mainly of

mid-rise

properties with diversified tenants with average loan

size of $2 million across both 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 ($1.4 billion),

South Florida ($739 million) and

Puerto Rico ($191 million). In

the New York

Metro region, the Corporation has

no

to

rent

controlled

buildings.

The

majority

of

our

loans

in

that

region

are

by

buildings that count on a mix

of units subject to rent stabilized (subject

to annual capped rent increases) and market-rate

units. The

rent stabilized units represent less than 40% of the

total units in the loan portfolio with the

majority originated after 2019. The mix of

units within

a building

is common

across the

Metro region

due to

tax incentives

awarded to

developers based

on rent

stabilized

units.

In

2024,

there

are

approximately $191

million

in multi-family

loans

in

our

New

York

Metro

portfolio expected

to

reprice.

Table 6 - Loans Ending Balances

Loans held-in-portfolio:

$

$

$

(31,140)

(82,949)

63,182

69,236

18,329

959,280

146,479

Leasing

96,239

187,809

26,810

68,992

65,953

3,039

(65,628)

Auto

112,512

Other

161,501

160,441

1,060

77,793

Total loans held-in

-portfolio

$

$

$

526,649

Loans held-for-sale:

$

8,225

$

4,301

$

3,924

Total loans held-for-sale

$

8,225

$

4,301

$

3,924

$

$

$

530,573

Other

assets

$2.2 billion

at

June

$2.0

The

other

assets was driven by U.S. Treasury

bills maturities and the accrual of interest

payments that were received after quarter end. Refer

to Note 12 to the Consolidated Financial Statements for

a breakdown of the principal categories that comprise the caption

of “Other

Assets” in the Consolidated Statements of Financial

Condition at June 30, 2024 and December

The Corporation’s total

liabilities were $67.5

billion at June

30, 2024, an

increase of $1.9

billion, when compared

to December 31,

2023, mainly due to an increase in deposits as

discussed below.

Deposits and Borrowings

The composition of the Corporation’s financing to total assets

at June 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

$

15,470

$

15,420

0.3

%

21.2

%

21.8

%

Interest-bearing core deposits

44,803

43,571

2.8

61.5

61.6

Interest-bearing other deposits

5,258

4,627

13.6

7.2

6.5

Repurchase agreements

16.5

0.2

0.1

(4.7)

1.3

1.4

(2.3)

1.2

1.3

5,373

5,147

4.4

7.4

7.3

Total Deposits

The Corporation’s deposits totaled $65.5 billion as of

June 30, 2024, compared to $63.6 billion as of December

31, 2023. An

increase in the P.R. public sector, as well as increases in retail demand deposits and time deposits in PB, were the

main drivers of

the $1.9 billion increase during the period.

P.R.

Public Sector Deposits

As of June 30, 2024, the Puerto Rico public sector deposits amounted

to $19.7 billion, compared to $18.1 billion as of December

31,

Approximately

30%

of

the

as

of

June

30,

are

funds

deposited

by

the

of

Puerto

Rico,

municipalities and government

instrumentalities and corporations. P.R

public sector deposit

costs are indexed

to changes in

short-

term market

rates with

a one-quarter

lag, in

accordance with contractual

terms. As

a result,

these costs

may lag

in variable

asset

repricing. These deposits require that the bank pledge high credit quality securities as collateral; therefore, liquidity

risks arising from

deposit

outflows

are

lower.

Refer

to

the

section

in

this

MD&A

for

on

the

funding

sources.

Fluctuations

of

public

sector

deposit

are

uncertain

and

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 which may result

in increases of public

sector deposit balances at BPPR in the near term. The amount and timing of reductions in

deposit balances depend on government

actions

such

as

the

speed

at

which

federal

assistance

is

distributed,

the

condition,

and

cash

practices of

Rico Government

and its

instrumentalities, and/or

the implementation

of fiscal

and debt

adjustment plans

approved pursuant

to PROMESA or

other actions

mandated by

the Fiscal

Oversight and Management

Board for

(the

“Oversight Board”).

Refer to Table 8 for a breakdown of the Corporation’s deposits at June 30, 2024 and December

Table 8 - Deposits Ending Balances

[1]

$

25,879,406

$

27,579,054

$

(1,699,648)

Savings, NOW and money market deposits (non-brokered)

29,724,473

26,817,844

2,906,629

Savings, NOW and money market deposits (brokered)

729,326

719,453

9,873

Time deposits (non-brokered)

8,225,750

7,546,138

679,612

Time deposits (brokered CDs)

971,907

955,754

16,153

$

$

$

1,912,619

[1] Includes interest and non-interest bearing demand deposits.

The Corporation’s borrowings totaled $1.0 billion at June 30, 2024 compared to $1.1 billion at December 31, 2023. Refer to Note 15

to the Consolidated Financial Statements for detailed information

on the Corporation’s borrowings. Also, refer to the Liquidity section

in this MD&A for additional information on the Corporation’s

funding sources.

Stockholders’ Equity

totaled $5.4

2024, an

$225.7 million

to

2023,

principally due

to net

the six

2024 of

$281.1 million

and the

change in

the accumulated

other

comprehensive loss driven

by the amortization

of unrealized losses

from securities previously

reclassified to HTM

of $70.7 million,

net of taxes, partially offset by the

after-tax impact of the increase in net unrealized losses in the

portfolio of AFS securities of $54.2

million

and

common

and

declared

during

the

six-month

period

of

$90.4

Refer

to

the

of

Condition,

Comprehensive

Income

and

of

Changes

in

Stockholders’

Equity

for

on

the

composition of stockholders’ equity.

REGULATORY CAPITAL

The Corporation, BPPR and PB

are subject to regulatory capital

requirements established by the Federal Reserve Board.

The risk-

based

capital

standards

to

the

Corporation,

BPPR

and

PB

(“Basel

III

capital

rules”)

are

based

on

the

final

capital

framework for strengthening international capital standards, known

as Basel III, of the Basel Committee on Banking Supervision.

As

2024, the Corporation’s, BPPR’s

and PB’s capital

ratios continue to

exceed the minimum requirements

for being “well-

capitalized” under the Basel III capital rules.

The risk-based

capital ratios

Table

9,

which include

common equity

tier 1,

Tier

1 capital,

total capital

and leverage

capital as of June 30, 2024 and December

Table 9 - Capital Adequacy

Data

Common equity tier 1 capital:

Common stockholders equity - GAAP basis

$

5,350,535

$

5,124,810

CECL transitional amount

[1]

42,376

84,751

AOCI related adjustments due to opt-out election

1,809,899

1,831,003

Goodwill, net of associated deferred tax liability (DTL)

(663,058)

(666,538)

Intangible assets, net of associated DTLs

(8,235)

(9,764)

Deferred tax assets and other deductions

(303,259)

(310,947)

Common equity tier 1 capital

$

6,228,258

$

6,053,315

Additional tier 1 capital:

22,143

22,143

Additional tier 1 capital

$

22,143

$

22,143

Tier 1 capital

$

6,250,401

$

6,075,458

Tier 2 capital:

Trust preferred securities subject to phase in as

tier 2

192,674

192,674

Other inclusions (deductions), net

474,675

465,833

Tier 2 capital

$

667,349

$

658,507

Total risk-based capital

$

6,917,750

$

6,733,965

Minimum total capital requirement to be well capitalized

$

3,779,409

$

3,714,633

Excess total capital over minimum well capitalized

$

3,138,341

$

3,019,332

Total risk-weighted

assets

$

37,794,091

$

37,146,330

Total assets for leverage

ratio

$

73,240,055

$

71,353,184

Risk-based capital ratios:

Common equity tier 1 capital

16.48

%

16.30

%

Tier 1 capital

16.54

16.36

Total capital

18.30

18.13

Tier 1 leverage

8.53

8.51

[1] The CECL transitional amount includes the impact

of Popular's adoption of the new CECL accounting standard

on January 1, 2020.

The Basel

III capital rules

provide that a

depository institution is

deemed to be

well capitalized if

it maintains a

leverage ratio of

at

least 5%,

a common equity

Tier 1

ratio of

at least 6.5%,

a Tier

1 capital ratio

of at least

8% and a

total risk-based

ratio of at

least

10%. The Corporation, BPPR and PB leverage ratio, common equity

Tier 1 ratio and Tier

1 capital ratio, respectively as of June 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

amount

of

the

capital

benefit

during

the

initial

two-year

delay.

As

of

June

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 increase in the common equity Tier

I capital ratio, Tier I

capital ratio, and total capital ratio as

of June 30, 2024 as compared to

December 31, 2023 was mainly due to

the six months period earnings. The increase in

leverage capital ratio was mainly due to

the

period

earnings,

partially

offset

by

higher

average

assets

which

are

by

zero-risk

weighted

assets

that

do

not

have

a

significant impact on the risk-weighted 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

June 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

(8,235)

(9,764)

Total tangible common

equity

$

4,537,872

$

4,310,618

$

$

(8,235)

(9,764)

Total tangible assets

$

72,032,409

$

69,943,963

Tangible common

equity to tangible assets

6.30

%

6.16

%

Common shares outstanding at end of period

72,153,621

Tangible book value

per common share

$

62.71

$

59.74

Quarterly average

Total stockholders’

equity [1]

$

6,303,672

$

6,072,871

Average unrealized (gains) losses on AFS securities

transferred to HTM

595,362

683,077

Adjusted total stockholder's equity

6,899,034

6,755,948

Less: Preferred Stock

(804,427)

(804,427)

(8,706)

(10,286)

Total tangible common

equity

$

6,063,758

$

5,919,092

Return on average tangible common equity

11.77

%

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 securities

available-for-sale amounted

to $18.5

billion as

of June

30, 2024.

market risk

include loans held-for-sale, which amounted

to $8 million, mortgage

servicing rights (“MSRs”) which

amounted to $113

million, and

securities classified as “trading”, which amounted to $28

million, as of June 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

assets and

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.

Management

also performs analyses to isolate and measure basis

and prepayment risk exposures.

The asset

and liability

management group

performs validation

procedures on

various assumptions

used as

part of

the simulation

analyses as well as validations

of results on a

monthly basis. In addition, the

model and processes used to

assess IRR are subject

to independent validations according to the guidelines

established in the Model Governance and

Validation policy.

The Corporation processes NII

simulations under interest rate

scenarios in which the

yield curve is assumed

to rise and

decline by

the same magnitude

(parallel shifts). The

rate scenarios considered in

these market risk

simulations include instantaneous parallel

changes of -100, -200,

+100, and +200 basis points

during the succeeding twelve-month period. Simulation analyses

are based on

many assumptions,

including that

the balance

sheet remains

flat, the

relative levels

of market

interest rates

across all

yield curve

points

and

indexes,

rate

spreads,

loan

and

deposit

elasticity.

Thus,

they

should

not

be

relied

upon

as

indicative of actual results. Further, the estimates do not

contemplate actions that management could take to respond to changes in

interest rates. Additionally, the Corporation is also subject to basis risk in the repricing of its assets and liabilities, including the basis

using different

rate indexes

for the

repricing of

assets and

liabilities, as

well as

the effect

of pricing

lags which

may be

or

due to

historical differences

in the

timing

of

management responses

to

the rate

environment. By

their

nature, these forward-looking computations are only estimates and may be different from

what may actually occur in the future. The

following table

presents the

the simulations

at June

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

54,953

2.32

20,822

0.92

+100 basis points

29,332

1.24

11,496

0.51

-100 basis points

1,442

0.06

19,589

0.87

-200 basis points

(17,583)

(0.74)

16,971

0.75

As of June 30, 2024, NII simulations show the Corporation maintains an asset sensitive position that slightly increased as compared

to

the

results

as

of

31,

The

primary

reasons

for

the

variation

in

sensitivity

are

changes

in

balance

sheet

composition driven by an increase in short-term U.S Treasury Bills (“T-

Bills”) partly offset by a reduction in overnight Fed Funds and

U.S Treasury

Notes (“T-

Notes”) coupled

with a

larger loan

portfolio on

the asset

side, combined

with an

public

sector

which

are

indexed

to

market

rates

and

higher

time

These

results

suggest

that

changes

in

the

Corporation’s net

interest income sensitivity

are driven by

changes in the

composition of the

investment portfolio as

the term

bond

continues

to

run

off

and

get

reinvested,

together

with

excess

reserves,

in

short-term

such

as

T-Bills.

Additionally, variations in liability cost, primarily driven by Puerto Rico public sector deposits that represented $19.7 billion or 30% of

deposits as

2024, as well

as changes in

the composition and

mix of

deposits, also impact

the sensitivity profile.

In the

more extreme declining rate scenarios,

net interest income would be affected as the repricing of

short-term assets and variable rate

loans slightly exceeds

the benefit in

cost reduction of

these deposits. In

rising rate scenarios, Popular’s

net interest income

is also

impacted by its large proportion

of Puerto Rico public sector

deposit, however the repricing of assets

as they either reset

or mature

lead to an increase in net interest income.

loan and

investment portfolios

are subject

to

prepayment risk,

which results

ability of

a third-party

to

repay debt

obligations prior

to maturity.

Prepayment risk

also could

have a

significant impact

on the

duration of

and

since

could

shorten

(or

lower

could

extend)

the

weighted average life of these portfolios.

Trading

engages in

trading activities

in the

of business

at its

subsidiaries, BPPR

and Popular

Securities.

Popular Securities’

trading activities

consist primarily

of market-making

activities to

meet expected

customers’ needs

its

retail brokerage business,

and purchases and sales of U.S. Government and

government sponsored securities with the objective of

realizing gains

from expected

short-term price

movements. BPPR’s

trading activities consist

primarily of

holding U.S.

mortgage-backed securities

as

“trading” and

hedging

the

related

market

risk

with

“TBA”

(to-be-announced)

market

The

objective

is

to

derive

spread

income

from

the

and

not

to

benefit

from

short-term

market

movements. In

addition, BPPR

uses forward

contracts or

TBAs to

hedge its

securitization pipeline.

Risks related

to variations

in

interest rates

and market volatility

are hedged

with TBAs

characteristics similar to

that of

the forecasted security

and its

conversion timeline.

At June

the Corporation held

trading securities

with a

of $28

million, representing approximately

0.04% of the

Corporation’s total

assets, compared

with $32

0.05%, respectively,

As shown

12, the

trading portfolio

consists principally

of mortgage-backed

securities and

U.S. Treasuries,

which at

2024 were

grade securities.

Table 12 - Trading

Portfolio

Amount

Average Yield

[1]

Amount

Average Yield

[1]

$

20,644

5.59

%

$

14,373

5.69

%

7,064

4.15

16,859

4.29

5.12

5.21

Puerto Rico government obligations

0.59

0.91

Interest-only strips

12.00

12.00

Other (includes related trading derivatives)

5.94

Total

$

28,045

5.25

%

$

31,568

4.96

%

[1] Not on a taxable equivalent basis.

The Corporation’s trading activities are

limited by internal policies. For each

of the two subsidiaries, the

market risk assumed under

trading

is

measured

by

the

5-day

net

value-at-risk

(“VAR”),

with

a

confidence

level

of

99%.

The

VAR

the

maximum estimated loss that may occur over a

5-day holding period, given a 99% probability.

The

Corporation’s trading

had

a

5-day VAR

of

approximately $0.4

million

for

the

last

week in

June

  1. 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.

The objective

of effective

liquidity management

is to

ensure that

has sufficient

meet all

of its

obligations, finance

expected future

growth,

fund

planned capital

distributions and

maintain a

reasonable safety

cash

needs under

both normal

and stressed market

conditions. The Board

of Directors

is responsible

for establishing the

tolerance for liquidity risk,

including approving relevant risk limits and

policies. The Board of

Directors has delegated the monitoring

of

these risks

to

the Board’s

Risk Management

Committee and

the Asset/Liability

Management Committee.

The management

of

risk,

on

a

long-term

and

day-to-day

basis,

is

the

responsibility

of

the

Division.

The

Treasurer

is

responsible

for

implementing

the

and

procedures

by

the

Board

of

Directors

and

for

monitoring

the

on

an

ongoing

basis.

Also,

the

Division coordinates

corporate

wide

strategies

and

with

the

segments,

oversees

policy

breaches

and

manages

the

escalation process.

The

Financial and

Operational Risk

Management Division

is

responsible for

the independent

monitoring and

reporting of adherence with established policies.

An

institution’s liquidity

may be

pressured if,

it experiences

a sudden

and unexpected

substantial cash

outflow due

deposit

outflows,

whether due

to

a

loss

of confidence

by

depositors, or

other

reasons, including

exogenous events

such

as

the

COVID-19 pandemic,

a downgrading

of its

credit rating,

or some

other event

that causes

counterparties to

avoid exposure

to the

institution. Factors

Corporation does

not control,

such

as the

economic outlook,

adverse ratings

of its

principal markets,

perceptions of the financial services industry and regulatory

changes, could also affect its ability to obtain

funding.

has adopted

policies and

limits to

monitor the

Corporation’s liquidity

position and

that of

its banking

Additionally, contingency funding

plans are used to

model various stress events

of different magnitudes and

affecting different time

horizons that assist

management in evaluating

the size of

the liquidity buffers

needed if those

stress events

occur. However,

such

models

may

not

predict

accurately

how

the

market

and

might

react

to

every

event,

and

are

dependent

on

many

assumptions.

Deposits, including

customer deposits,

brokered deposits

and public

funds deposits,

continue to

be the

most significant

funds for the Corporation, funding 90% of the Corporation’s total assets at June 30, 2024 and December 31, 2023.

The ratio of total

ending

loans

to

was

54%

at

June

30,

and

55%

at

31,

In

addition

to

traditional

the

Corporation maintains borrowing

arrangements, which amounted

to approximately $1.0

billion in outstanding

balances at June

30,

2024 (December 31, 2023 -

$1.1 billion). A detailed description of

the Corporation’s borrowings, including their

terms, is included in

Note

to

the

Statements.

Also,

the

of

Cash

Flows

in

the

accompanying

Consolidated Financial Statements provide information

on the Corporation’s cash inflows and outflows.

The

sections

provide

further

on

the

major

funding

and

needs,

as

well

as

the

risks

involved in these activities.

Banking Subsidiaries

Primary

funding

for the

banking subsidiaries

(BPPR and

PB

or,

collectively,

“the banking

subsidiaries”)

include

retail,

and

public

sector

brokered

loan

securitization and, to a lesser extent, loan sales.

Refer to Table 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

the

Corporation with

a sizable

source

of

relatively stable

and

low-cost

funds.

P.R.

public funds,

while

linked to

market

interest rates,

provide a stable

funding with an

attractive earnings spread.

Core deposits totaled

$60.3 billion,

or 92% of

total

at

June

30,

2024,

with

$59.0

or

93%

of

total

at

31,

Core

financed 87% of the Corporation’s earning assets at June

30, 2024, compared with 88% at December 31,

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

of 2024

had no

material incremental

use of

its available

liquidity sources.

At June

30,

2024, the Corporation’s available liquidity increased to

$ 20.1 billion from $19.5 billion

on December 31, 2023. The liquidity sources

of the Corporation at June 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)

$

4,761,986

$

2,082,135

$

6,844,121

$

5,516,636

$

1,475,143

$

6,991,779

Unpledged securities

4,238,735

375,069

4,613,804

4,212,480

347,791

4,560,271

FHLB borrowing capacity

2,567,107

1,311,033

3,878,140

2,157,685

1,341,329

3,499,014

Discount window of the Federal Reserve

Bank borrowing capacity

3,237,668

1,491,137

4,728,805

2,605,674

1,818,946

4,424,620

Total available liquidity

$

14,805,496

$

5,259,374

$

20,064,870

$

14,492,475

$

4,983,209

$

19,475,684

Refer

to

Note

to

the

for

of

the

available through its banking subsidiaries.

The principal

uses of

funds for

subsidiaries include

loan originations,

investment portfolio

purchases, loan

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.

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 June 30,

2024 is presented in

the

table that follows:

Table 14 - Distribution by

Maturity of Certificates of Deposit of $250,000 and Over

3 months or less

$

2,291,275

Over 3 to 12 months

993,898

Over 1 year to 3 years

212,210

Over 3 years

179,080

Total

$

3,676,463

The

had

$1.7

billion

in

brokered

at

June

30,

2024,

which

financed

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

deposits were

$19.7 billion,

$18.1 billion

These deposits

require that

the bank

pledges

high credit quality securities as collateral; therefore, liquidity risks arising from public

sector deposit outflows are lower given

that the bank

receives its collateral

in return. This,

now unpledged, collateral

can either be

financed via repurchase

agreements or

sold

for

cash.

timing

differences

between

the

time

the

deposit

outflow

and

when

the

bank

receives

its

may

occur.

Additionally,

uses fixed-rate

as collateral

limited credit

risk, but

are

nonetheless subject to market value risk based on

changes in the interest rate environment.

When interest rates increase, the value

of this

collateral decreases and

could result in

the Corporation having

to provide additional

collateral to cover

the same amount

of

deposit

This

could

reduce

otherwise

as

sources

to

the

As of

2024, management

believes that

subsidiaries had

sufficient current

and projected

liquidity sources

to

meet their anticipated cash flow obligations,

as well as special needs

and off-balance sheet commitments, in the

ordinary course of

business.

Management also believes that as of June 30,

2024 its banking subsidiaries have sufficient liquidity current and projected

resources to address a stress event. Although the banking subsidiaries have historically been able to replace maturing deposits and

advances,

no assurance

can

be given

that

they

would be

able to

replace

those funds

in

the future

if

the

Corporation’s financial

condition or

general market

conditions were

to deteriorate.

financial flexibility

will be

severely constrained

if the

banking

are

unable

to

maintain

access

to

funding

or

if

financing

is

not

to

accommodate

future

financing

needs

at

acceptable

rates.

The

banking

have

to

meet

margin

on

and

other

that

include

certain

levels

of

cash

and

qualifying

To

the

extent

that

the

value

of

previously

pledged

as

declines

below

such

amounts

because

of

market

changes,

the

is

to

deposit

cash

or

to

meet

its

margin

requirements, thereby adversely

affecting its

liquidity.

Finally,

to the

extent the

Corporation relies more

heavily on

more expensive

funding sources in order to meet its future growth, revenues

may not increase in a manner that is proportionate to cover these

costs.

In this case, the Corporation’s profitability would be adversely

effected.

monitors uninsured

deposits under

applicable FDIC

regulations.

Additionally,

monitors accounts

with balances over $250,000.

While the Corporation has a

diverse deposit base from retail, commercial,

corporate and government

clients,

as

well

as

wholesale funding

sources such

as

brokered deposits,

it

considers

balance

in

excess

of

$250,000 to

have a

higher

risk.

Table

reflects

the

balance

in

deposit

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

and its

territories, including

and the

United

States Virgin Islands, collateralized based on such jurisdictions’

applicable collateral requirements.

On June

deposits with

balances in

excess of

$250,000, excluding

foreign deposits

(mainly deposits

in the

Islands) intercompany

deposits and

collateralized public

funds, were

$ 10.2

billion or

19% at

$ 2.7

billion or

24% at

Popular U.S., compared to available liquidity sources

of $ 14.8 billion at BPPR and $ 5.3 billion

at Popular U.S.

Table 15 - Deposits

30-Jun-24

BPPR

(Consolidated)

Deposits balances under $250,000 [1]

$

23,784,175

%

$

8,074,913

%

$

31,859,088

%

Transactional deposits balances over

$250,000

7,999,569

%

2,096,387

%

10,095,956

%

Time deposits balances over $250,000

2,201,823

%

650,324

%

2,852,146

%

Uninsured foreign deposits

451,363

%

%

451,363

%

Collateralized public funds

19,995,906

%

276,403

%

20,272,309

%

Intercompany deposits

115,385

%

762,811

%

%

$

54,548,221

%

$

11,860,838

%

$

%

[1] Includes the first $250,000 in balances of transactional

and time deposit accounts with balances in excess

of $250,000.

31-Dec-23

BPPR

(Consolidated)

Deposits balances under $250,000 [1]

$

23,683,475

%

$

7,760,363

%

$

31,443,838

%

Transactional deposits balances over

$250,000

8,632,491

%

2,230,978

%

10,863,469

%

Time deposits balances over $250,000

1,926,005

%

361,315

%

2,287,320

%

Uninsured foreign deposits

418,334

%

%

418,334

%

Collateralized public funds

18,313,612

%

291,670

%

18,605,282

%

Intercompany deposits

159,163

%

626,312

%

%

$

53,133,080

%

$

11,270,638

%

$

%

[1] Includes the first $250,000 in balances of transactional

and time deposit accounts with balances in excess

of $250,000.

Bank Holding Companies

The principal

funding for

the BHCs,

which are

Inc.

(holding company

only) and

PNA, include

cash on

hand,

received from

banking

and

non-banking subsidiaries,

asset sales,

credit

available from

affiliate banking subsidiaries and proceeds from potential securities offerings.

Dividends from banking and non-banking subsidiaries

are subject to various regulatory limits

and authorization requirements that are further described

below and that may limit the

ability

of those subsidiaries to act as a source of

funding to the BHCs.

The

uses

of

these

funds

include

the

repayment

of

debt,

and

payments

to

holders

of

senior

debt

and

junior

deferrable

(related

to

trust

securities),

the

payment

of

to

common

stockholders,

repurchases of the Corporation’s securities and capitalizing its

banking subsidiaries.

The outstanding balance

of notes payable

at the

BHCs amounted to

$593 million at

2024 and $592

The contractual maturities of the BHCs notes payable

at June 30, 2024 are presented in Table 16.

Table 16

  • Distribution of BHC's Notes Payable by Contractual

Maturity

Year

$

394,556

198,359

Total

$

592,915

As of

BHCs had

cash and

money markets

investments totaling

$622 million

and borrowing

potential of

$165

million

from

its

secured

facility

with

BPPR.

The

BHCs’

continues

to

be

with

cash

on

hand,

investments and

other sources of

liquidity that are

expected to be

sufficient to

meet all

interest payments and

dividend obligations

for the

foreseeable future.

As indicated

16 above, the

BHC outstanding notes

payable relate to

$400 million in

7.25% Senior

Notes

due

(the “Notes”)

issued in

an

underwritten public

offering during

March

of

Additionally, the Corporation’s latest quarterly dividend was $0.62 per share or approximately

$45 million per quarter.

The BHCs have in

the past borrowed in the

corporate debt market primarily to finance

their non-banking subsidiaries and refinance

debt obligations. The issuance of corporate debt as

a source of funding is likely more

costly due to the fact that

two out of the three

principal credit

rating agencies

rate the

Corporation below

“investment grade”,

which affects

cost

and ability

to

raise

funds

in

the

capital

markets.

Factors

that

the

does

not

control,

such

as

the

outlook,

rate

volatility,

inflation, disruptions in

the debt market,

among others, could

also affect

its ability to

obtain funding. The

an

automatic

shelf

registration

statement

filed

and

effective

with

the

Securities

and

Exchange

Commission,

which

permits

the

Corporation to issue an unspecified amount of debt

or equity securities.

Non-Banking Subsidiaries

The

sources

of

funding

for

the

include

internally

generated

cash

flows

from

operations,

loan

sales, repurchase agreements, capital

injections and borrowed funds

from their direct

parent companies or the

holding companies.

The principal uses of funds for the non-banking

subsidiaries include repayment of maturing debt,

operational expenses and payment

of dividends to the

BHCs. The liquidity needs

of the non-banking subsidiaries

are minimal since most

of them are

funded internally

from

operating cash

flows

or from

intercompany borrowings

or capital

contributions from

their holding

companies. During

the six

months

Inc.

made capital

contributions of

$0.3 million

to

Popular Impact

Fund,

its

wholly owned

subsidiary.

Dividends

During

the

six

months

30,

2024,

the

Corporation declared

cash

dividends of

$1.24

per

common

share

($89.7 million in the

aggregate). The dividends for the

Corporation’s Series A preferred stock

amounted to $0.7 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.

2024, the BHCs

received dividends and distributions

amounting to $300 million

from BPPR,

$50

million

from

PNA,

$6 million

from

Popular Securities

and

$7 million

from

its

other non-banking

subsidiaries. Dividends

from

BPPR

constitute

primary

source

of

liquidity.

In

during

the

six

months

ended

June

30,

2024,

Popular

International Bank Inc.,

wholly owned subsidiary of

Popular, Inc.,

received $19.4 million in

cash dividends and

$2.9 million in

stock

dividends from its investment in BHD.

Other Funding Sources and Capital

In

addition to

cash reserves

held at

the

FRB that

totaled $

6.8 billion

at June

the debt

securities portfolio

provides an

source

of

liquidity,

which

may

be

realized

through

either

sales,

borrowings

or

agreements.

The

debt

primarily

of

liquid

U.S.

debt

U.S.

agency

debt

U.S.

agency

and

U.S.

agency

that

can

be

used

to

raise

funds

in

the

repo

markets.

The

availability

of

the

would

be

subject

to

having

at

the

time

the

transactions are consummated, in addition to overall liquidity and risk appetite of the various counterparties. In 2023, BPPR became

an

approved counterparty

in the

Federal Reserve’s

Standing Repo

Facility.

This

allows approved

counterparties to

participate in

daily auctions

Standing Repo

Facility for

up to

$500 billion

in aggregate

of overnight financing

using U.S.

Treasuries and

Agency MBS as

collateral. The Corporation’s

unpledged debt securities

4.6 billion at

31, 2023. A substantial portion of

these debt securities could be used to

raise financing in the U.S. money

markets or from secured

lending sources,

subject to changes in their fair market value and customary adjustments

(haircuts).

Additional liquidity may

be provided through

loan maturities, prepayments

and sales. The

loan portfolio can

also be used

to obtain

funding in the capital markets. In particular,

mortgage loans and some types of consumer loans, have

secondary markets which the

Corporation could use.

Off-Balance Sheet Arrangements and Other Commitments

In the ordinary course

of business, the Corporation

engages in financial transactions

that are not recorded

on the balance sheet

or

may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a

provider of

financial services,

routinely enters

into commitments

with off-balance

sheet risk

to meet

needs of

its customers. These

commitments may include

loan commitments and

standby letters of

credit. These commitments

are

subject

to

the

same

credit

and

process

used

for

on-balance

sheet

These

instruments

involve,

to

varying degrees, elements

of credit and

interest rate risk

in excess of

the amount recognized

in the statement

of financial position.

Note 20

to the

commitments to

extent credit

and

other non-credit commitments.

Other types

of off-balance

sheet arrangements

Corporation enters

in the

of business

include derivatives,

leases

and

of

guarantees,

indemnifications,

and

representation

and

warranties.

Refer

to

Note

to

the

Consolidated Financial Statements for information on operating leases and

to Note 19 to the

Consolidated Financial Statements for

a

detailed

related

to

the

under

credit

and

representation

and

warranties

arrangements.

The Corporation monitors its cash requirements, including

its contractual obligations and debt commitments.

FDIC Special Assessments

On

November

16,

2023,

the

Federal

Deposit

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

estimated

loss

is

periodically

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

These debentures

were purchased

by the

statutory trust

using the

trust preferred securities issued to the public (referred to as

“capital securities”), together with the proceeds of the related issuances

of common securities of the trusts.

PIHC

fully

and

unconditionally

guarantees

the

junior

issued

by

PNA.

PIHC’s

to

make

a

guarantee payment may be satisfied by direct

payment of the required amounts to the

holders of the applicable capital securities or

by causing the applicable trust to pay such amounts to such holders. Each guarantee does not apply to any payment of distributions

by

the

trust

except

to

the

extent

such

trust

has

funds

for

such

payments.

If

PIHC

does

not

make

payments on the

debentures held by such

trust, such trust

will not pay

distributions on the applicable

capital securities and

will not

have

funds

for

such

payments.

PIHC’s

of

PNA’s

junior

is

and

ranks

subordinate and junior in

right of payment to

all the PIHC’s other

liabilities in the same manner

as the applicable debentures as

set

forth in the applicable indentures; and equally with all other guarantees

that the PIHC issues. The guarantee constitutes a guarantee

of

payment

and

not

of

collection,

which means

that

the

guaranteed party

may

sue

the

guarantor to

enforce its

rights

respective guarantee without suing any other person

or entity.

The

sources

of

funding

for

PIHC

and

PNA

have

from

their

banking

and

subsidiaries, asset

sales and

the issuance

of debt

and equity.

As further

described below,

in the

Risk to

section, various statutory

provisions limit the

amount of dividends

an insured depository

institution may pay

to its holding

company

without regulatory approval.

The following summarized financial information presents the financial position of the obligor group, on a combined basis at

2024 and December 31, 2023, and the results of

their operations for the six-month period ended June 30,

2024 and June 30, 2023.

Investments in and

equity in the

earnings from the

other subsidiaries and

affiliates that are

not members of

the obligor group

have

been excluded.

The

summarized

of

the

obligor

group

is

presented

on

a

combined

basis

with

intercompany

and

between

entities

in

the

obligor

group

eliminated.

The

obligor

group's

amounts

due

from,

amounts

due

to

and

with subsidiaries

and

affiliates

have

been

separate

line

items,

if

they

are

material.

In

related

parties transactions are presented separately.

Table 17 - Summarized Statement

of Condition

Assets

Cash and money market investments

$

621,924

$

388,025

33,412

29,973

Accounts receivables from non-obligor subsidiaries

22,699

14,469

Other loans (net of allowance for credit losses of $9 (2023

  • $51))

26,309

26,906

Investment in equity method investees

5,255

5,265

77,731

51,315

$

787,330

$

515,953

Liabilities and Stockholders' equity (deficit)

Accounts payable to non-obligor subsidiaries

$

7,210

$

7,023

592,915

592,283

120,300

114,660

Stockholders' equity (deficit)

66,905

(198,013)

Total liabilities and

stockholders' equity (deficit)

$

787,330

$

515,953

Table 18 - Summarized Statement

of Operations

For the period ended

Income:

Dividends from non-obligor subsidiaries

$

313,000

$

104,000

Interest income from non-obligor subsidiaries and affiliates

7,106

6,950

Losses from investments in equity method investees

(10)

(78)

Other operating income

2,439

2,585

Total income

$

322,535

$

113,457

Expenses:

Services provided by non-obligor subsidiaries and affiliates

(net of

reimbursement by subsidiaries for services provided by parent

of

$120,987 (2023 - $112,210))

$

6,447

$

10,898

Other expenses

44,893

13,358

Total expenses

$

51,340

$

24,256

$

271,195

$

89,201

In addition to the dividend income reflected in

the Statement of Operations table above, during

the six months ended June

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.

Risks to Liquidity

Total lines of credit outstanding, or available borrowing capacity under lines of credit are not necessarily

a measure of the total credit

on

a

basis.

These

lines

may

be

subject

to

requirements,

changes

to

the

value

of

the

collateral,

standards of

creditworthiness, leverage ratios

and other

regulatory requirements, among

other factors.

Derivatives, such

as those

embedded

in

long-term

or

rate

swaps,

and

off-balance

sheet

exposures,

such

as

recourse,

performance bonds or

credit card

arrangements, are subject

to collateral requirements.

As their

increases, the collateral

requirements may increase, thereby reducing the

balance of unpledged securities.

The importance of

the Puerto Rico

market for the

Corporation is an

additional risk factor

that could affect

its financing activities.

In

the case

of a

deterioration in

the outlook

and/or credit

ratings of

its principal

markets and/or

due to

regulatory changes

and fiscal

conditions in

outside the

control of

the Corporation,

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.

is subject

to

positive tangible

capital

requirements to

utilize secured

loan facilities

FHLB that

could

result

in

a

limitation

of

amounts

or

terms,

even

if

the

exceeds

well-capitalized

regulatory

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

approval of

Reserve Board

for any

dividend, if

the total of all dividends declared by the member

bank during the calendar year would exceed

the combined net income for that year

and the retained net income for

the preceding two years, net of

those years’ dividend activity,

less any required transfers to surplus

or to a

fund for the

retirement of any

preferred stock. In

addition, a member

bank may not

declare or pay

a dividend in

an amount

greater

than

its

undivided

profits

as

in

its

Report

of

Income,

unless

the

member

bank

has

the

approval of

Reserve Board. A

member bank also

may not permit

any portion of

its permanent capital

to be

withdrawn

unless the withdrawal has been approved by

the Federal Reserve Board. The ability of

a bank subsidiary to up-stream dividends to

its BHC

could thus

be impacted

by its

financial performance

and capital,

including tangible

and regulatory

capital, thus

potentially

limiting the

cash moving

up to

the BHCs

from

subsidiaries. This

could,

in turn,

affect

the BHCs

declare

on

its

common

and

stock,

its

or

meet

its

debt

obligations,

for

example.

30, 2024, BPPR

declared cash dividends

of $300

million to PIHC.

As of

2024, BPPR

can declare a dividend of approximately $409 million

without prior approval of the Federal Reserve

Board due to its retained income,

declared

dividend

and

transfers

to

over the

measurement

period.

Pursuant

to

the

listed

above, PB

may

not declare

or

pay

a dividend

without the

prior approval

of the

Federal Reserve

Board and

the

State

Department of Financial Services.

The Corporation’s banking subsidiaries have historically not

used unsecured capital market borrowings to finance

its operations, and

therefore are less sensitive to the level and

changes in the Corporation’s overall credit ratings.

Refer to the

Geographic and Government Risk section

of this MD&A for

some highlights on the

status of the Puerto

and the ongoing fiscal crisis.

Obligations Subject to Rating Triggers or Collateral Requirements

The

banking

do

not

issue

senior

debt,

as

these

banking

are

funded

primarily with

deposits and

secured borrowings.

subsidiaries had

$7.8 million

in deposits

at June

subject to rating triggers.

certain mortgage servicing

and custodial agreements

that BPPR

has with

third parties

include rating covenants.

In the

event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for

escrow deposits and/or increase collateral levels

securing the recourse obligations.

As discussed

in Note

19 to

Statements, the Corporation

services residential mortgage

loans subject

to

credit

provisions.

Certain

require

the

to

post

to

secure

such

obligations if

the institution’s

required credit

ratings are

not maintained.

Collateral pledged

by the

Corporation to

secure recourse

to

$26.4

million

at

June

30,

The

could

be

to

post

collateral under the

agreements. Management expects that

it would be

able to meet

additional collateral requirements if

and when

needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s

liquidity resources and impact its operating results.

Credit Risk

Geographic and Government Risk

The Corporation is exposed to geographic and government risk.

The Corporation’s assets and revenue composition by geographical

area and by business segment reporting are presented

in Note 32 to the Consolidated Financial Statements.

Commonwealth of Puerto Rico

A

significant portion

of

our financial

activities and

credit

exposure is

concentrated in

the

Commonwealth of

(“Puerto

Rico”), which has faced severe economic and fiscal

challenges in the past and may face additional

challenges in the future.

Economic Performance.

Puerto

economy suffered

a

severe and

prolonged recession

from

to

2017,

with real

gross national

product (“GNP”)

contracting approximately 15%

during this period.

In 2017, Hurricane

María caused significant

damage and destruction

across the

island, resulting in further economic contraction. Puerto Rico’s

economy has been gradually recovering since 2018, in

part aided by

the large amount

of federal disaster

relief and recovery

assistance funds injected

into the Puerto

Rico economy in

Hurricane María

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

Economic

Development Bank

for

Puerto

Rico

(the

“Economic

Activity Index”), reflected a 2.0% year-over-year decline and a

0.6% month-over-month decline in April 2024. The Economic 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

of interest

rates and

the rate

of inflation.

Inflation in

the United

States, as

measured by the

Consumer Price Index

(published by the

U.S. Bureau of

Labor Statistics), increased

3.0% during the

12-month period ended

June

Inflation in Puerto Rico,

as measured by the

Puerto Rico Consumer Price

Index (published by the

Department of Labor and

Human Resources

Rico), increased

2.5%

12-month period

ended April

  1. The

rate of

inflation gradually

decreased from a mid-2022 peak, as the Federal Reserve

implemented a series of benchmark interest

rate increases.

Fiscal Challenges.

As the

economy contracted, the

government’s public

debt rose

rapidly,

in part

from borrowing to

cover deficits

to pay

debt service,

pension benefits and

other government expenditures.

By 2016,

Rico government had

over $120

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

and imminent

widespread defaults

in

its

public debt

prompted the

U.S.

Congress to

enact the

Oversight, Management,

and Economic

Stability Act

(“PROMESA”) in

June 2016.

PROMESA

created the “Oversight Board” with ample powers over Puerto Rico’s fiscal and economic affairs and those of its public corporations,

instrumentalities and municipalities (collectively,

“PR Government Entities”). Pursuant

to PROMESA, the

Oversight Board will be

in

place

until

market

access

is

restored

and

balanced

budgets

are

produced

for

at

least

four

consecutive

years.

PROMESA

also

established two

mechanisms for

the restructuring

of the

obligations of

PR Government

Entities: (a)

Title III,

which provides

an in-

court process that incorporates many of the

powers and provisions of the U.S. Bankruptcy Code

and permits adjustment of a broad

range of obligations, and

(b) Title VI,

which provides for a

largely out-of-court process through which

modifications to financial debt

can be accepted by a supermajority of creditors

and bind holdouts.

Since 2017, Puerto Rico and several

of its instrumentalities have availed themselves

of the debt restructuring mechanisms of Titles

III and VI of PROMESA. The Puerto Rico government emerged from Title III of PROMESA in March 2022. Several instrumentalities,

Development

Bank

for

Puerto

Rico,

the

Puerto

Rico

Sales

Tax

Corporation,

the

Puerto

Rico

Highways

and

Transportation

Authority,

and

the

Puerto

Rico

Industrial

Development

Company,

have

also

completed

debt

restructurings

under

Titles

III

or

VI

of

PROMESA.

While

the

majority

of

the

debt

has

already

been

restructured,

some

PR

Entities

still

face

fiscal

challenges.

For

example,

the

Puerto

Rico

Electric

Power

is

still

in

the

process of restructuring its debts under Title III of PROMESA.

Municipalities.

Puerto Rico’s

fiscal and

economic challenges

have also

adversely impacted its

municipalities. Historically,

the central

annual

subsidies

to

based

on

a

formula.

as

part

of

the

fiscal

by

the

Board,

municipal

subsidies

have

significantly

over

several

years

and

are

now

through specific, non-recurring

appropriations. This decrease

has been partially

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

to

seek

Board

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.

At June

direct exposure

to

PR

Government Entities

totaled $376

million, of

which $376

million were

outstanding, compared

to

$362 million

at

2023, of

which $333

million

were outstanding.

A

deterioration in

Puerto

Rico’s fiscal and

economic situation could adversely

affect the value

of our Puerto

Rico government obligations, resulting

in losses

to

us.

Of

the

amount

outstanding,

$360

million

of

loans

and

$16

million

are

($314

million

and

$19

at

31,

2023).

Substantially

all

of

the

direct

at

June

30,

were

obligations from various

Puerto Rico municipalities.

In most

cases, these were

“general obligations” of

a municipality,

the

applicable municipality

has

pledged its

good faith,

credit

and unlimited

taxing

power,

or “special

obligations” of

a municipality,

to

which the applicable municipality has pledged basic property tax or sales tax

revenues.

At June 30, 2024, 79% of the

exposure to municipal loans and securities was concentrated in the municipalities of San Juan,

Guaynabo, Carolina and Caguas.

In

July 2024,

received scheduled

principal payments

$40 million

from various

obligations from

Puerto

Rico

municipalities.

For

of

the

direct

to

the

Puerto

Rico

and

its

instrumentalities and municipalities, refer to Note

20 – Commitments and Contingencies to the

Consolidated Financial Statements.

at June

the Corporation had

$229 million

in loans

insured or

securities issued by

governmental

entities, but for

which the principal source

of repayment is

non-governmental ($238 million at December 31, 2023).

These included

$183 million in

residential mortgage loans insured

by the Puerto

Rico Housing Finance Authority

(“HFA”), a

PR Government Entity

(December 31, 2023 - $191 million). These mortgage loans are secured

by first mortgages on Puerto Rico residential properties and

the

HFA

covers

losses

in

the

event

of

a

default

and

upon

the

satisfaction

of

certain

other

conditions.

The

Corporation also had at June 30, 2024, $39 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,

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

of

HFA

at

the

time

such

become

due

and

payable.

The

does

not

the

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.

30, 2024, BPPR had

$19.7 billion in deposits from

the Puerto Rico government, its

instrumentalities, and municipalities.

The

rate

at

which

public

deposit

may

decline is

uncertain and

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

financial 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

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.

At June

had approximately

$28 million

in direct

USVI government

entities (December

31,

2023 - $28 million).

British Virgin Islands

The

in

the

Islands

(“BVI”),

which

was

affected by

the

COVID-19

pandemic,

particularly as

a reduction

in the

tourism activity

which accounts

for a

significant portion

of its

economy.

Although the

has no

significant exposure

to a

single borrower

in the

BVI, at

2024, it

has a

loan portfolio

$201 million comprised of various retail and commercial

clients, compared to a loan portfolio of $205 million

at December 31, 2023.

As further detailed in Notes

5 and 6 to the

Consolidated Financial Statements, a substantial portion of the

Corporation’s investment

represented exposure

to

the

U.S.

Government in

the

form

of

sponsored entities,

as

well

as

agency

mortgage-backed and U.S. Treasury securities. In addition, $2.0 billion of residential mortgages, and $90.9 million commercial loans

were insured

or guaranteed by

the U.S. Government

or its agencies

at June 30,

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.

Credit

quality

metrics

in

the

second

quarter

of

improved

when

to

the

previous

quarter.

We

continue

to

closely

monitor

changes

in

the

macroeconomic

environment

and

on

given

higher

rates

and

inflationary

pressures.

management believes

that

the

improvements over

recent years

in

risk management

practices and

the

risk

profile of the Corporation’s loan portfolios position Popular

to continue to operate successfully under the

current environment.

Total

NPAs

as of

2024 decreased

by $26

million when

compared with

  1. Total

non-performing loans

(“NPLs”)

by

$16

million

from

31,

NPLs

by

$42

broadly

reflected

across

most

loan

categories.

Popular

U.S.

NPLs

increased

by

$26

driven

by

higher

NPLs

by

$27

million, mostly impacted by a single $17 million loan.

On June 30, 2024, the ratio of NPLs to total loans held-in-portfolio was 1.0%, flat when compared to December 31, 2023. Other real

estate owned loans (“OREOs”)

decreased by $10 million

from December 31, 2023.

The decrease in OREO

was driven by

of a

commercial property

in BPPR.

On June

NPLs secured

by real

estate amounted

to $207

Rico

operations and $49 million in Popular U.S,

compared with $231 million and $24 million, respectively, on December 31,

portfolio secured

by real

estate (“CRE”)

$10.5 billion

on June

of which

$3.1 billion was secured with owner occupied properties,

compared with $10.6 billion and $3.1 billion, respectively, on December 31,

  1. Office space

leasing exposure in

our non-owner occupied

CRE portfolio is

limited, representing only

1.8% or $624

our total loan portfolio. The exposure is mainly comprised of low- to mid- rise properties with average loan size of

$2.0 million and is

well diversified across tenant type.

CRE NPLs amounted to

$65 million on June

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.

segments were 0.71% and 0.55%, respectively,

on June 30, 2024, compared with 0.86% and

0.13%, respectively, on December 31, 2023.

In addition

to the

NPLs included

19, on

2024, there

were $624

performing loans,

mostly commercial

loans, which in management’s opinion, are currently subject to potential future classification as non-performing (December 31, 2023

  • $510 million).

For the

2024, total

inflows of

NPLs held-in-portfolio,

excluding consumer

loans, increased

by $18

to the

inflows for

  1. Inflows

of NPLs

held-in-portfolio at

the BPPR

segment remained

flat,

compared to the

same period in

  1. 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

commercial inflows by $18 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

$

9,143

0.4

%

$

1,991

$

$

1,991

0.1

%

Commercial real estate non-owner

7,484

1,025

8,509

0.2

8,745

1,117

9,862

0.2

Commercial real estate owner

25,285

22,256

47,541

1.5

29,430

6,274

35,704

1.2

22,958

5,782

28,740

0.4

32,826

3,772

36,598

0.5

56,170

37,763

93,933

0.5

72,992

11,163

84,155

0.5

6,378

6,378

0.7

Leasing

7,059

7,059

0.4

8,632

8,632

0.5

163,790

11,554

175,344

2.2

175,106

11,191

186,297

2.4

3,780

3,780

5.5

3,733

3,733

5.7

19,650

1,851

21,501

1.1

19,031

2,805

21,836

1.1

Auto

39,333

39,333

1.0

45,615

45,615

1.2

0.5

0.6

59,868

5,631

65,499

0.9

65,610

6,539

72,149

1.0

Total non-performing

loans held-in-

286,887

54,948

341,835

1.0

%

328,718

28,893

357,611

1.0

%

Other real estate owned (“OREO”)

69,769

70,225

80,176

80,416

Total non-performing

assets

[1]

$

356,656

$

55,404

$

412,060

$

408,894

$

29,133

$

438,027

Accruing loans past due 90 days or

more

[2]

$

237,371

$

$

237,581

$

268,362

$

$

268,471

Ratios:

Non-performing assets to total assets

0.63

%

0.35

%

0.57

%

0.74

%

0.19

%

0.62

%

Non-performing loans held-in-portfolio

to loans held-in-portfolio

1.14

0.53

0.96

1.34

0.27

1.02

Allowance for credit losses to loans

2.56

0.83

2.05

2.61

0.85

2.08

Allowance for credit losses to non-

performing loans, excluding held-for-

sale

224.34

157.37

213.58

194.65

309.70

203.95

[1] There were no non-performing loans held-for-sale

as of June 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 $81

loans

insured

by

FHA

or

by

the

VA

that

are

no

longer

accruing

as

of

June

30,

31,

$106

has approximately

$34 million

in reverse

loans which

are

by

FHA, but

which are

not

accruing

interest.

Due

to

the guaranteed

nature

of

the loans,

it is

policy

to

exclude

these

from

assets

(December 31, 2023 - $38 million).

Table 20 - Activity in Non

-Performing Loans Held-in-Portfolio (Excluding Consumer

Loans)

BPPR

BPPR

$

229,796

$

49,478

$

279,274

$

254,476

$

22,354

$

276,830

Plus:

41,040

25,907

66,947

74,543

61,280

135,823

Less:

(4,540)

(24)

(4,564)

(8,649)

(24)

(8,673)

(5,590)

(18)

(5,608)

(13,899)

(968)

(14,867)

(40,746)

(26,324)

(67,070)

(86,511)

(33,645)

(120,156)

$

219,960

$

49,317

$

269,277

$

219,960

$

49,317

$

269,277

Table 21 - Activity in Non

-Performing Loans Held-in-Portfolio (Excluding Consumer

Loans)

BPPR

BPPR

$

315,027

$

25,767

$

340,794

$

324,562

$

31,356

$

355,918

Plus:

40,005

9,088

49,093

90,618

17,619

108,237

Less:

(9,247)

(9,247)

(20,120)

(58)

(20,178)

(324)

(2,175)

(2,499)

(1,500)

(2,391)

(3,891)

(53,242)

(6,571)

(59,813)

(101,341)

(20,482)

(121,823)

$

292,219

$

26,187

$

318,406

$

292,219

$

26,187

$

318,406

Table 22 - Activity in Non

-Performing Commercial Loans Held-in-Portfolio

BPPR

BPPR

$

63,323

$

21,407

$

84,730

$

72,992

$

11,163

$

84,155

Plus:

4,031

21,940

25,971

8,374

36,979

45,353

Less:

(280)

(280)

(280)

(280)

(5,700)

(5,700)

(13,699)

(950)

(14,649)

Loans returned to accrual status / loan

(5,204)

(5,866)

(11,070)

(11,217)

(9,731)

(20,948)

$

56,170

$

37,763

$

93,933

$

56,170

$

37,763

$

93,933

Table 23 - Activity in Non

-Performing Commercial Loans Held-in-Portfolio

BPPR

BPPR

$

90,952

$

11,048

$

102,000

$

82,171

$

10,868

$

93,039

Plus:

3,203

4,631

7,834

19,797

10,350

30,147

Less:

(21)

(21)

(308)

(308)

(595)

(2,175)

(2,770)

(1,268)

(2,391)

(3,659)

(4,823)

(1,896)

(6,719)

(11,676)

(7,245)

(18,921)

$

88,716

$

11,610

$

100,326

$

88,716

$

11,610

$

100,326

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

$

$

$

$

$

$

Plus:

9,284

9,284

9,284

9,284

$

9,284

$

$

9,284

$

9,284

$

$

9,284

Table 26 - Activity in Non

-Performing Mortgage Loans Held-in-Portfolio

For the six months ended

BPPR

Popular

U.S.

BPPR

$

166,473

$

28,071

$

194,544

$

175,106

$

11,191

$

186,297

Plus:

37,009

3,967

40,976

66,169

24,301

90,470

Less:

(4,260)

(24)

(4,284)

(8,369)

(24)

(8,393)

(18)

(200)

(18)

(218)

Loans returned to accrual status / loan

(35,542)

(20,458)

(56,000)

(68,916)

(23,914)

(92,830)

$

163,790

$

11,554

$

175,344

$

163,790

$

11,554

$

175,344

Table 27 - Activity in Non

-Performing Mortgage Loans Held-in-Portfolio

BPPR

Popular

U.S.

BPPR

$

224,075

$

14,719

$

238,794

$

242,391

$

20,488

$

262,879

Plus:

27,518

4,457

31,975

61,537

7,269

68,806

Less:

(9,226)

(9,226)

(19,812)

(58)

(19,870)

(232)

(232)

(48,419)

(4,675)

(53,094)

(89,665)

(13,237)

(102,902)

$

194,219

$

14,577

$

208,796

$

194,219

$

14,577

$

208,796

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 June 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

$

12,338

$

0.52

%

$

13,657

$

0.57

%

Commercial real estate

non-owner occupied

15,499

0.31

17,051

0.34

Commercial real estate

66,638

2.12

69,239

2.25

45,521

0.63

58,953

0.83

139,996

0.79

158,900

0.90

5,479

0.50

6,378

959,280

0.66

Leasing

32,761

1.79

35,491

2.05

[1]

802,382

10.18

859,537

11.17

48,399

4.16

46,436

4.09

5,132

68,992

7.44

5,465

65,953

8.29

59,250

3.15

59,682

3.07

Auto

168,149

4.46

173,119

4.73

Other

3,645

161,501

2.26

3,063

160,441

1.91

284,575

4.04

287,765

4.13

8,225

4,301

Total

$

1,265,193

$

3.55

%

$

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 June

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 June 30, 2024, the ACL was flat from December 31, 2023, at $730 million. The ACL for BPPR increased by $4 million, driven by

higher

and

auto

loan

volume,

higher

qualitative reserves

and

changes

in credit

quality,

in

part

offset

by

changes

in

macroeconomic scenarios and lower NCOs. In PB, the

ACL decreased by $3 million, when compared to

December 31, 2023, mainly

driven

by

lower consumer

loan volumes.

ratio of

the allowance

losses to

was

2.05% on June

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 213.6%, compared to 204.0% on

Given that any one

economic outlook is inherently uncertain, the

Corporation leverages multiple scenarios to estimate

its ACL. The

baseline scenario continues to be assigned the highest probability,

followed by the pessimistic scenario. The weight assigned to the

pessimistic

scenario

during

the

first

quarter

of

in

response

to

the

positive

momentum

in

the

economy

as

expectations for

Reserve achieving

a soft

landing have

improved. The

Corporation evaluates,

at least

on an

annual

basis, the assumptions tied to the CECL accounting framework. These include

the reasonable and supportable period as well as the

reversion window.

The provision for

credit losses for the

period ended June 30,

2024, was $44.2 million,

compared to an expense

of $35.7 million

for

30, 2023, mostly

higher NCOs

due to

credit normalization.

The provision

expense related to

the

loans-held-in-portfolio for

the

six-month

period

ended

June

30,

was

$116.5

to

the

expense

of

$82.8 million for

the six-month period

30, 2023. Refer

to Note

8 to

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-

$

11,180

$

0.47

%

$

9,143

122.28

%

64,235

1.28

%

8,509

754.91

%

58,190

1.85

%

47,541

122.40

%

126,482

1.76

%

28,740

440.09

%

$

260,087

$

1.47

%

$

93,933

276.89

%

12,889

1.17

%

N.M.

Leasing

14,385

0.79

%

7,059

203.78

%

83,289

1.06

%

175,344

47.50

%

86,313

7.42

%

N.M.

1,726

68,992

2.50

%

3,780

45.66

%

107,448

5.72

%

21,501

499.73

%

Auto

157,449

4.17

%

39,333

400.30

%

6,491

161,501

4.02

%

733.45

%

$

359,427

$

5.10

%

$

65,499

548.75

%

Total

$

730,077

$

2.05

%

$

341,835

213.58

%

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 six months ended June 30, 2024 and

Table 31 - Annualized Net Charge

-offs (Recoveries) to Average Loans

Held-in-Portfolio

BPPR

BPPR

0.20

%

0.04

%

0.13

%

(0.06)

%

0.10

%

0.01

%

―

(0.04)

(0.04)

―

―

―

(0.23)

(0.01)

(0.19)

(0.22)

(0.03)

(0.19)

Leasing

0.60

―

0.60

0.39

―

0.39

2.68

6.58

2.80

1.37

4.87

1.52

Total annualized

net charge-offs

(recoveries) to average loans held-in-

0.79

%

0.16

%

0.61

%

0.33

%

0.22

%

0.29

%

BPPR

BPPR

0.25

%

0.04

%

0.15

%

(0.06)

%

(0.01)

%

(0.04)

%

―

(0.02)

(0.02)

―

―

―

(0.25)

(0.01)

(0.21)

(0.24)

(0.02)

(0.20)

Leasing

0.72

―

0.72

0.24

―

0.24

2.83

7.54

2.98

1.84

4.84

1.97

Total annualized

net charge-offs

(recoveries) to average loans held-in-

0.86

%

0.19

%

0.66

%

0.44

%

0.14

%

0.35

%

NCOs for

$53.6 million,

increasing by

$29.6 million

to the

same

period in 2023.

The BPPR segment

increased by $30.6

million mainly driven

by higher consumer

and commercial NCOs

by $23.7

million

and $6.2

million, respectively.

The consumer

NCOs increase

is

reflective of

credit normalization.

The PB

segment

NCOs

decreased by $1 million, mainly driven by lower

commercial NCOs.

NCOs for the six months ended June 30, 2024, amounted to $115.8 million, increasing by $59.0 million

when compared to the same

period in 2023.

The BPPR segment

increased by $55.7

million mainly driven

by higher consumer

and commercial NCOs

by $37.7

$14.4 million,

respectively.

The consumer

NCOs increase

is reflective

of credit

normalization.

The PB

segment NCOs

increased by $3.3 million, mainly driven by higher

commercial NCOs by $2.2 million.

Loan Modifications

2024, modified loans

to borrowers with

financial difficulty amounted

to $178 million,

of which $164

million were

in accruing

status. The

BPPR segment’s

modifications to

borrowers with

financial difficulty

$171 million,

mainly

of

commercial and

loans

of

$145

million

and

$22

respectively.

A

total

of

$14

million

of

the

mortgage modifications were related to

government guaranteed loans. The Popular

U.S. segment’s modifications to borrowers

with

financial difficulty amounted to $7 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

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

June 30, 2024.

Issuer Purchases of Equity Securities

The following table sets forth the details of

purchases of Common Stock by the Corporation

during the quarter ended June 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

Approximate Dollar Value of

Shares that May Yet be

Purchased Under the Plans or

Programs

April

1 - April 30

5,770

$

88.09

$-

May 1 - May 31

30,908

86.80

June 1 - June 30

Total

36,678

$

87.00

$-

[1] Includes 5,770 and

30,908 shares of

the Corporation’s common

stock acquired by

the Corporation during

April 2024 and

May 2024, respectively,

in

satisfaction

of tax

withholding

on vested

awards of

stock

or restricted

stock

units

granted to

directors

and

certain employees under the Corporation’s Omnibus Incentive

Plan. The acquired shares of common stock were added

back to treasury stock.

Defaults Upon Senior Securities

None.

Mine Safety Disclosures

Not applicable.

Rule 10b5-1 Trading Plans or Other Preplanned Trading Arrangements

Certain of our

officers or directors have

made, and may from

time to time make,

elections to

participate in

, and are

participating in,

our dividend reinvestment and purchase plan, the

Company stock fund associated with our 401(k)

plans and/or the Company stock

fund associated with

our non-qualified deferred compensation

plans and have shares

withheld to cover

withholding taxes upon the

vesting of

equity awards, which

may be

designed to satisfy

the affirmative defense

conditions of Rule

10b5-1 under the

Exchange

Act or may constitute non-Rule 10b5–1

trading arrangements

(as defined in Item 408(c) of Regulation

S-K).

Exhibits

Exhibit Index

Exhibit No

Exhibit Description

3.1

Amended and Restated By-laws of Popular, Inc. as of May 9, 2024 (Incorporated by reference to Exhibit

3.1 of Popular, Inc.’s Current Report on Form 8-K dated May 9, 2024 and filed on May 10, 2024)

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 June 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

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: August 9, 2024

By: /s/ Jorge J. García

Jorge J. García

Executive Vice President &

Chief Financial Officer

Date: August 9, 2024

By: /s/ Denissa M. Rodríguez

Denissa M. Rodríguez

Senior Vice President & Corporate Comptroller

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