POPULAR INC
For the period ended Jun 30, 2024. Filed Aug 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 9, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 2. results of operations
All statements
contained herein
not clearly
historical in
nature are
forward-looking, and
the words
“anticipate,” “believe,”
“continues,” “expect,”
“estimate,” “intend,”
“project” and
similar expressions
and future
or conditional
verbs such
as “will,”
“would,”
“should,” “could,” “might,” “can,” “may” or similar
expressions are generally intended to identify
forward-looking statements.
Various factors, some of which
are beyond Popular’s control, could cause actual results to differ materially from those expressed in,
or implied by, such forward-looking statements. Factors that might cause such a
difference include, but are not limited to:
the
rate
of
growth
or
decline
in
the
economy
and
employment
levels,
as
well
as
general
and
in
the
geographic
areas
we
serve
and,
in
particular,
in
the
Commonwealth
of
Puerto
Rico
(the
“Commonwealth” or “Puerto Rico”), where a significant
portion of our business is concentrated;
adverse
economic conditions,
including high
levels
of
inflation, that
adversely affect
housing
prices, the
job
market,
consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
assets, charge-offs and provision expense;
changes in interest rates and market liquidity,
which may reduce interest margins, impact funding sources, reduce loan
originations, affect
our ability
to originate
and distribute
financial products
in the
primary and
secondary markets
and
impact the value of our investment portfolio and
our ability to return capital to our shareholders;
the
impact
of
bank
failures
or
adverse
developments
at
other
banks
and
related
media
coverage
of
the
banking industry in general on investor and depositor
sentiment regarding the stability and liquidity of
banks;
the impact of the current fiscal and economic challenges of Puerto Rico and the measures
taken and to be taken by the
Puerto
Rico
and
the
Federally-appointed
oversight
board
on
the
economy,
our
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
- 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
- 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
- Taxable
equivalent net
was $1.2
billion, an
$75.6 million
to the
same period
in
- 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
- 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
- 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
- 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
- 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
- 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,
- 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
- Inflows
of NPLs
held-in-portfolio at
the BPPR
segment remained
flat,
compared to the
same period in
- 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)
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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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.