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POPULAR, INC. (BPOP) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from POPULAR, INC.'s 10-K for fiscal year 2024. Filing date: 2025-03-03. Report date: 2024-12-31. Accession: 0001193125-25-043848.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted from a later financial-section MD&A body after the formal Item 7 span was a short reference. Confidence: high.

Company profile: BPOP · All MD&A years: index · Previous year: FY 2023 · Next year: FY 2025

Management’s

Discussion

and

Analysis

included

in

this

Form

10-K

for

information on

the approval

of policies

to manage

liquidity risk.

Additionally,

contingency funding

plans are

used to

model various

stressful

events

of

different

magnitudes

that

affect

different

time

horizons,

to

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

customers might react

to every event

and are dependent

on many assumptions. The

objective of effective

liquidity management is

to

ensure that

the Corporation

has sufficient

liquidity to

meet

all of

its

financial obligations,

finance expected

future growth,

fund

planned

capital

distributions

and

maintain

a

reasonable

safety

margin

for

cash

needs

under

both

normal

and

stressed

market

conditions.

Sources of Liquidity

Deposits, including

customer deposits,

brokered deposits

and public

funds deposits,

continue to

be the

most significant

source of

funds

for

the

Corporation,

representing

89%

and

90%

of

funding

of

the

Corporation’s

total

assets

at

December

31,

2024

and

December 31, 2023, respectively.

The ratio of total ending loans to deposits was 57% at December 31, 2024 and 55% at December

31, 2023.

In addition to

traditional deposits, the

Corporation maintains borrowing arrangements, which

amounted to approximately

$1.2

billion

in

outstanding

balances

at

December

31,

2024

(December

31,

2023

-

$1.1

billion).

A

detailed

description

of

the

Corporation’s

borrowings,

including

their

terms,

is

included

in

Note

16

to

the

Consolidated

Financial

Statements.

Also,

the

Consolidated

Statements

of

Cash

Flows

in

the

accompanying

Consolidated

Financial

Statements

provide

information

on

the

Corporation’s cash inflows and outflows.

The

following

sections

provide

further

information

on

the

Corporation’s

major

funding

activities

and

needs,

as

well

as

the

risks

involved in these activities.

Banking Subsidiaries

Primary

sources of

funding

for the

Corporation’s

banking subsidiaries

(BPPR and

PB

or,

collectively,

“the banking

subsidiaries”)

include

retail,

commercial

and

public

sector

deposits,

brokered

deposits,

unpledged

investment

securities,

mortgage

loan

securitization and, to a lesser extent, loan sales. In

addition, the Corporation maintains borrowing facilities with the FHLB and at the

discount window

of the

Federal Reserve

Bank of

New York

(the “FRB”)

and has

a considerable

amount of

collateral pledged

that

can be used to raise funds under these facilities.

During the fourth quarter of 2024 the Corporation had no material incremental use of its available liquidity sources. At December 31,

2024, the Corporation’s available liquidity increased to

$ 21.6 billion from $19.5 billion

on December 31, 2023. The liquidity sources

of the Corporation at December 31, 2024 are

presented in Table 17 below:

Table 17 - Liquidity Sources

December 31, 2024

December 31, 2023

(In thousands)

BPPR

Popular U.S.

Total

BPPR

Popular U.S.

Total

Unpledged securities and unused funding

sources:

Money market (excess funds at the

Federal Reserve Bank)

$

4,882,358

$

1,488,857

$

6,371,215

$

5,516,636

$

1,475,143

$

6,991,779

Unpledged securities

3,806,066

522,869

4,328,935

4,212,480

347,791

4,560,271

FHLB borrowing capacity

2,777,090

1,058,921

3,836,011

2,157,685

1,341,329

3,499,014

Discount window of the Federal Reserve

Bank borrowing capacity

4,839,388

2,178,646

7,018,034

2,605,674

1,818,946

4,424,620

Total available liquidity

$

16,304,902

$

5,249,293

$

21,554,195

$

14,492,475

$

4,983,209

$

19,475,684

85

Refer

to

Note

16

to

the

Consolidated

Financial

Statements

for

additional

information

of

the

Corporation’s

borrowing

facilities

available through its banking subsidiaries.

The principal

uses of

funds for

the banking

subsidiaries include

loan originations,

investment portfolio

purchases, loan

purchases

and repurchases, repayment of outstanding obligations (including deposits), advances on certain serviced portfolios and operational

expenses. Also, the

banking subsidiaries assume liquidity

risk related to collateral

posting requirements for certain

activities mainly

in

connection

with

contractual

commitments,

recourse

provisions,

servicing

advances,

derivatives

and

credit

card

licensing

agreements.

The banking

subsidiaries maintain

sufficient funding

capacity to

address large

increases in

funding requirements

such as

deposit

outflows.

The

Corporation has

established

liquidity

guidelines

that

require

the

banking

subsidiaries

to

have

sufficient

liquidity

to

cover all short-term borrowings and a portion of deposits.

Deposits are

a key

source of

funding. Refer

to Table

8 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

deposits,

excluding

P.R.

public

funds,

which

are

fully

collateralized, have

historically provided

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 source of funding

with an attractive earning spread. As of December 31,

2024, total Puerto Rico public sector deposits were

$19.5 billion, compared to $18.1 billion at

December 31, 2023.

Core deposits

totaled $59.9

billion, or

92% of

total deposits,

at December

31, 2024,

compared with

$59.0 billion,

or 93%

of total

deposits, at December 31, 2023. Core deposits financed 86% of the Corporation’s earning assets at December 31, 2024, compared

with 88% at December 31, 2023.

The distribution by maturity of certificates of deposit with denominations of $250,000 and over at December 31, 2024 is presented in

the table that follows:

Table 18 - Distribution by

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

(In thousands)

3 months or less

$

2,313,814

Over 3 to 12 months

934,934

Over 1 year to 3 years

204,776

Over 3 years

176,027

Total

$

3,629,551

For the

years ended

December 31,

2024 and

2023, average

deposits, including

brokered deposits,

represented 92%

of average

earning assets. Table 19 summarizes average deposits for the past two years.

86

Table 19 - Average

Total Deposits

For the years ended December 31,

(In thousands)

2024

2023

Deposits excluding P.R.

government deposits:

Demand deposits

$

15,065,039

$

15,307,152

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

21,228,157

21,914,790

Savings, NOW and money market deposits (brokered)

764,696

756,343

Time deposits (non-brokered)

7,227,460

6,470,210

Time deposits (brokered CDs)

956,223

722,328

Sub-total deposits excluding P.R.

government

deposits

45,241,575

45,170,823

P.R. government

deposits:

Demand deposits

[1]

11,754,910

11,997,257

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

6,728,781

4,795,092

Time deposits (non-brokered)

719,017

583,308

Sub-total P.R.

government

deposits

19,202,708

17,375,657

Average total deposits

$

64,444,283

$

62,546,480

[1] Includes interest bearing demand deposits.

The Corporation had

$1.6 billion in

brokered deposits at

December 31, 2024,

which financed approximately

2% of its

total assets

(December 31, 2023 - $1.7 billion and 2%,

respectively).

As of

December 31,

2024, the

banking subsidiaries

had sufficient

current and

projected liquidity

sources to

meet their

anticipated

cash flow

obligations, as

well as

special needs

and off-balance

sheet commitments,

in the

ordinary course

of business

and have

sufficient

liquidity

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. The

Corporation’s financial

flexibility would

be

severely constrained if

the banking subsidiaries

are unable to

maintain access to

funding or if

adequate funding is

not available to

accommodate future

financing needs

at

acceptable interest

rates. The

banking subsidiaries

also

are required

to

deposit cash

or

qualifying

securities

to

meet

margin

requirements

on

repurchase

agreements,

deposit

agreements

and

other

collateralized

borrowing facilities. To

the extent that

the value of

securities previously pledged as

collateral declines because of

market changes,

the Corporation will be required to deposit additional cash or securities to meet its margin or collateral requirements and would need

to

rely

more

heavily

on

alternative

funding

sources.

In

these

scenarios,

the

Corporation’s

financial

flexibility

and

ability

to

grow

revenues may not increase proportionately to cover costs and

profitability would be adversely affected.

The Corporation considers balances in

excess of $250,000 to have a

higher potential liquidity risk.

Table

20 reflects the aggregate

balance in

deposit accounts

in excess

of $250,000,

including collateralized

public funds

and deposits

outside of

the U.S.

and its

territories.

Collateralized public funds, as presented in Table 20, represent public deposit balances from governmental

entities in the

U.S.

and

its

territories,

including

Puerto

Rico

and

the

United

States

Virgin

Islands,

collateralized

based

on

such

jurisdictions’

applicable collateral requirements.

87

Table 20 - Deposits

31-Dec-24

Popular, Inc.

(Dollars in thousands)

BPPR

% of Total

Popular U.S.

% of Total

(Consolidated)

% of Total

Deposits:

Deposits balances under $250,000 [1]

$

23,588,937

44

%

$

7,961,334

68

%

$

31,550,271

49

%

Transactional deposits balances over

$250,000

8,046,175

15

%

1,944,674

16

%

9,990,849

15

%

Time deposits balances over $250,000

1,991,934

4

%

813,424

7

%

2,805,358

4

%

Uninsured foreign deposits

450,068

1

%

-

-

%

450,068

1

%

Collateralized public funds

19,771,083

36

%

316,716

3

%

20,087,799

31

%

Intercompany deposits

205,839

-

%

667,839

6

%

-

-

%

Total deposits

$

54,054,036

100

%

$

11,703,987

100

%

$

64,884,345

100

%

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

and time deposit accounts with balances in excess

of $250,000.

31-Dec-23

Popular, Inc.

(Dollars in thousands)

BPPR

% of Total

Popular U.S.

% of Total

(Consolidated)

% of Total

Deposits

Deposits balances under $250,000 [1]

$

23,683,475

45

%

$

7,760,363

69

%

$

31,443,838

49

%

Transactional deposits balances over

$250,000

8,632,491

16

%

2,230,978

20

%

10,863,469

17

%

Time deposits balances over $250,000

1,926,005

4

%

361,315

3

%

2,287,320

4

%

Uninsured foreign deposits

418,334

1

%

-

-

%

418,334

1

%

Collateralized public funds

18,313,612

34

%

291,670

3

%

18,605,282

29

%

Intercompany deposits

159,163

-

%

626,312

5

%

-

-

%

Total deposits

$

53,133,080

100

%

$

11,270,638

100

%

$

63,618,243

100

%

[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

sources of

funding for

the BHCs,

which are

Popular,

Inc.

(holding company

only) and

PNA, include

cash on

hand,

investment

securities,

dividends

received from

banking

and

non-banking subsidiaries,

asset sales,

credit

facilities

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 imposed

by banking

regulators, including

the FED

and the

NYDFS, that may limit the ability of those subsidiaries

to act as a source of funding to the BHCs.

The principal uses of these funds include the repayment of debt, interest payments to holders of senior debt and junior subordinated

deferrable interest debentures (related to trust preferred securities), the payment of dividends to common stockholders,

repurchases

of the Corporation’s securities and capitalizing its subsidiaries.

The

outstanding

balance

of

notes

payable

at

the

BHCs

amounted

to

$594

million

at

December

31,

2024

and

$592

million

at

December 31, 2023.

The contractual maturities of the BHCs notes payable

at December 31, 2024 are presented in

Table 21.

Table 21

- Distribution of BHC's Notes Payable by Contractual

Maturity

Year

(In thousands)

2028

$

395,198

Later years

198,373

Total

$

593,571

88

As

of December

31, 2024,

the BHCs

had cash

and money

markets investments

totaling $635

million and

borrowing potential

of

$165 million from its secured facility with BPPR.

The BHCs’

liquidity position continues to be adequate with sufficient cash

on hand,

investments and

other sources of

liquidity that are

expected to be

sufficient to

meet all

interest payments and

dividend obligations

for the foreseeable future.

Additionally, the Corporation’s

latest quarterly dividend was $0.70 per share

or approximately $49 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.

These

sources

of

funding

are

more

costly

given

that

two

out

of

three

principal

credit

rating

agencies

rate

the

Corporation’s

debt

securities

below “investment

grade”.

The

Corporation has

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

principal

sources

of

funding

for

the

non-banking

subsidiaries

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.

During the

year ended

December 31,

2024,

Popular,

Inc. made

capital contributions

of $1.7

million to

Popular Impact Fund, its wholly owned subsidiary.

Dividends

During

the

year

ended

December

31,

2024,

the

Corporation

declared

cash

dividends

of

$2.56

per

common

share

outstanding

($183.9 million in the aggregate). The dividends for the Corporation’s Series A preferred stock amounted to $1.4 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.

During the

year ended December

31, 2024,

the BHCs

received dividends and

distributions amounting to

$600 million from

BPPR,

$50

million

from

PNA

and

$23

million

from

its

other

non-banking

subsidiaries.

Dividends

from

BPPR

constitute

Popular,

Inc.’s

primary source of

liquidity. In

addition, during the year

ended December 31, 2024,

Popular International Bank Inc.,

a 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 $ 6.4 billion at December 31, 2024, the debt securities portfolio provides an

additional

source

of

liquidity,

which

may

be

realized

through

either

securities

sales,

collateralized

borrowings

or

repurchase

agreements.

The

Corporation’s

debt

securities

portfolio

consists

primarily

of

liquid

U.S.

government

debt

securities,

U.S.

government

sponsored

agency

debt

securities,

U.S.

government

sponsored

agency

mortgage-backed

securities,

and

U.S.

government

sponsored

agency

collateralized

mortgage

obligations

that

can

be

used

to

raise

funds

in

the

repo

markets.

The

availability

of

repurchase

agreements

would

be

subject

to

having

sufficient

unpledged

collateral

available

at

the

time

the

transactions are

consummated, in addition

to overall

liquidity and

risk appetite

of the

various counterparties.

Refer to

Table

17 for

details of

the Corporation’s

unpledged debt

securities and

available credit

facilities with

the FHLB

and the

discount window

of the

Federal Reserve Bank. A substantial portion

of these debt securities could

be used to raise financing

in the U.S. money markets

or

from secured lending sources, subject to changes in

their fair market value and customary adjustments (haircuts).

Additional liquidity may

be provided through

loan maturities, prepayments

and sales. The

loan portfolio can

also be used

to obtain

funding in the capital

markets. Mortgage loans and some

types of consumer loans,

have secondary markets which the

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,

the Corporation

routinely enters

into commitments

with off-balance

sheet risk

to meet

the financial

needs of

its customers. These

commitments may include

loan commitments and

standby letters of

credit. These commitments

are

subject

to

the

same

credit

policies

and

approval

process

used

for

on-balance

sheet

instruments.

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.

89

Refer to

Note 23

to the

Consolidated Financial

Statements for

information on

the Corporation’s

commitments to

extent credit

and

other non-credit commitments.

Other types

of off-balance

sheet arrangements

that the

Corporation enters

in the

ordinary course

of business

include derivatives,

operating

leases

and

provision

of

guarantees,

indemnifications,

and

representation

and

warranties.

Refer

to

Note

32

to

the

Consolidated

Financial

Statements

for

more

information

on

operating

leases

and

to

Note

22

to

the

Consolidated

Financial

Statements for

a detailed

discussion related

to the

Corporation’s guarantees,

indemnifications obligations, and

representation and

warranties arrangements.

The Corporation monitors its cash requirements, including

its contractual obligations and debt commitments.

Financial Information of Guarantor and Issuers of Registered

Guaranteed Securities

The principal sources of funding for Popular, Inc. Holding Company (“PIHC”) and Popular North America, Inc. (“PNA”) have included

dividends received from their banking and non-banking subsidiaries,

asset sales and proceeds from the issuance of debt and equity.

As further

described below,

in the

Risk to

Liquidity section,

various statutory

provisions limit

the dividends

an insured

depository

institution may pay to its holding company without

regulatory approval.

The Corporation ("PIHC") is

the parent holding company

of Popular North America (“PNA”)

and operates financial services through

its subsidiaries. PNA, a wholly owned subsidiary of Popular, Inc., manages entities such as Equity One, Inc., and PB, including PB’s

subsidiaries: Popular Equipment Finance, LLC,

Popular Insurance Agency, U.S.A., and E-LOAN, Inc.

PNA has issued junior subordinated debentures guaranteed by PIHC (the “obligor group”), purchased by statutory

trusts established

by the Corporation using proceeds from trust preferred

securities (“capital securities”) and common securities

of the trusts.

PIHC guarantees

the junior

subordinated debentures

issued by

PNA. If

PIHC fails

to make

interest payments

on the

debentures

held by the trust,

the trust will not

distribute payments on the

capital securities. The guarantee

ranks subordinate and junior

in right

of

payment to

all

other liabilities

of

PIHC and

equally with

all

other PIHC-issued

guarantees, allowing

direct

legal

action against

PIHC without involving other entities.

Funding

for

PIHC

and

PNA

includes

dividends

from

subsidiaries,

asset

sales,

and

proceeds

from

debt

and

equity

issuance.

Statutory provisions limit the dividends an insured

depository institution can pay to its holding

company without regulatory approval.

The summarized financial

information below shows

the combined financial

position of the

obligor group as

of December 31,

2024,

and December 31, 2023, and their operations for the years ending on those dates. Excluded are investments and equity in earnings

from subsidiaries and affiliates outside the obligor group.

Intercompany balances

and transactions

within the

obligor group

have been

eliminated. Material

amounts due

from, due

to, and

transactions with subsidiaries and affiliates are shown separately. Related party transactions

are also presented separately.

90

Table 22 - Summarized Statement

of Condition

(In thousands)

December 31, 2024

December 31, 2023

Assets

Cash and money market investments

$

634,809

$

388,025

Investment securities

35,150

29,973

Accounts receivables from non-obligor subsidiaries

14,602

14,469

Other loans (net of allowance for credit losses of $281 (2023

- $51))

25,381

26,906

Investment in equity method investees

5,279

5,265

Other assets

65,483

51,315

Total assets

$

780,704

$

515,953

Liabilities and Stockholders' equity

Accounts payable to non-obligor subsidiaries

$

12,163

$

7,023

Notes payable

593,571

592,283

Other liabilities

126,718

114,660

Stockholders' equity (deficit)

48,252

(198,013)

Total liabilities and

stockholders' equity

$

780,704

$

515,953

Table 23 - Summarized Statement

of Operations

For the years ended

(In thousands)

December 31, 2024

December 31, 2023

Income:

Dividends from non-obligor subsidiaries

$

623,000

$

208,000

Interest income from non-obligor subsidiaries and affiliates

9,784

15,579

Earnings (losses) from investments in equity method investees

15

(84)

Other operating income

2,399

4,664

Total income

$

635,198

$

228,159

Expenses:

Services provided by non-obligor subsidiaries and affiliates

(net of

reimbursement by subsidiaries for services provided by parent

of

$172,449 (2023 - $161,333))

$

13,328

$

13,513

Other expenses

37,391

36,216

Income tax expense (benefit)

[1]

20,725

(1,238)

Total expenses

$

71,444

$

48,491

Net income

$

563,754

$

179,668

[1] As discussed

in Note 1

to the Consolidated

Financial Statements, the

net income for

the year ended

December 31, 2024,

included $22.9

million of expenses,

of which $16.5

million was

reflected in income

tax expense

and $6.4 million

was reflected

in other operating

expenses,

related

to

an

out-of-period

adjustment

associated

with

the

Corporation’s

U.S.

subsidiary’s

non-payment

of

taxes

on

certain

intercompany

distributions to the Bank Holding Company (BHC) in Puerto Rico,

a foreign corporation for U.S. tax purposes.

In addition to

the dividend income

reflected in the

Statement of Operations

table above, during

the year ended

December

31, 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

(2023 - $64.0 million).

91

Risk to Liquidity

The

Corporation’s

liquidity

may

come

under

pressure

if

it

experiences

significant

unexpected

cash

outflows

due

to

deposit

withdrawals,

which

could

arise

from

various

factors

like

loss

of

depositor

confidence,

exogenous events,

a

downgrade

in

credit

rating, or other events causing counterparties to avoid

exposure. The Corporation’s liquidity risk is impacted by

the following:

External factors such as the

economic outlook (the P.R.

market poses additional risk factors, refer to

the Geographic and

Government Risk

section of

this MD&A

for highlights

regarding Puerto

Rico's economy

and fiscal

status),

interest rate

volatility,

inflation,

debt

market

disruptions, and

regulatory

changes

(e.g.

if

regulatory

capital

ratios

fall

below

required

thresholds,

the

Corporation’s

banking

subsidiaries

may

face

challenges

raising

or

retaining

brokered

deposits

and

limitations on deposit interest rates) can impact

funding ability.

Management has

contingency plans

involving alternate

funding mechanisms

like pledging

asset classes

and accessing

secured credit lines and loan facilities with the FHLB

and FRB, subject to positive tangible capital requirements.

The Corporation’s ability to compete in the

deposit market relies on pricing, service, convenience, financial stability,

credit

ratings, customer confidence, and FDIC deposit insurance

coverage.

Public sector

deposits require

high-credit-quality securities

as collateral;

hence, liquidity

risks from

public sector

deposit

outflows

are

mitigated

as

the

bank

receives

its

collateral

back.

The

Corporation

uses

fixed-rate

U.S.

Treasury

debt

securities as collateral, which are subject to market value fluctuations based on interest rate changes. Rate increases can

reduce collateral value, requiring additional collateral,

thus decreasing unpledged securities.

The credit

ratings of

Popular’s debt

obligations are

a relevant

factor for

liquidity because

they impact

the Corporation’s

ability to borrow in the capital markets, its cost

and access to funding sources.

Investors should refer to

Liquidity Risk section of

“Part I, Item

1A” of this

Form 10-K for

an additional discussion of

liquidity risks to

which the Corporation is subject.

In addition to regulatory limits previously discussed, 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

amount of

cash moving

up to

the BHCs

from the

banking subsidiaries. This

could, in

turn, affect

the BHCs

ability to

declare dividends

on its

outstanding common and preferred stock, repurchase its securities or meet its

debt obligations, for example. During the year ended

December 31,

2024, BPPR

declared cash

dividends of

$600 million

to PIHC

and could

declare a

dividend of

up to

approximately

$318 million without prior approval of the Federal Reserve Board due to its retained income, declared dividend activity and transfers

to statutory

reserves over

the measurement

period. In

addition, pursuant

to the

FRB requirements,

PB may

not declare

or pay

a

dividend without the prior approval of the Federal

Reserve Board and the NYSDFS.

The Corporation’s

banking subsidiaries have

historically not used

unsecured capital market

borrowings to finance

their operations,

and therefore are less sensitive to the level and

changes in the Corporation’s overall credit ratings.

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 36 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

(“Puerto

Rico”), which has faced severe economic and fiscal

challenges in the past and may face additional

challenges in the future.

Economic Performance

92

Puerto Rico's economy

is closely linked

to the United

States (“U.S.”) economy,

as most of

the external factors

that influence

it are

shaped by U.S.

policies and economic performance,

including federal transfer payments, tax

policies, interest rates, inflation,

trade

policies, and geopolitical developments.

Puerto Rico’s economy

historically followed the

economic trends of the

U.S. economy.

However, from

2007 to 2017,

Puerto Rico’s

economy suffered

a severe

recession, with

real gross

national product

(“GNP”) contracting

approximately 15%

during this

period.

The recession was exacerbated by the damaged caused by Hurricane María in 2017. Since 2018, Puerto Rico’s economy has been

gradually recovering,

with a

temporary interruption

in 2020

due to

the COVID-19

pandemic, in

part aided

by the

large amount

of

federal

disaster

relief

and

recovery

assistance

funds

received

in

connection

with

recent

natural

disasters

and

the

COVID-19

pandemic. Future

growth depends

on multiple

factors, including

the level

of

ongoing federal

assistance and

the timetable

for

its

deployment. Estimates

from the

Puerto Rico

Planning Board

indicated that

real GNP

grew by

2.8% during

fiscal year

2024 (July

2023-June

2024)

and

is

projected to

grow by

1.4%

in

fiscal

year 2025

(July

2024-June 2025).

However,

the

latest Puerto

Rico

Economic Activity Index showed a 1.1% year-over-year

decline and a 0.1% month-over-month decline in November

2024. While this

index is not a direct measure of real GNP, it is an indicator of ongoing economic

activity.

In

2021

and

2022,

inflation

rose

sharply

in

the

U.S.

and

Puerto

Rico

due

to

post-pandemic

demand

and

supply

chain

issues.

Inflation

began

to

decrease

by

mid-2022

as

the

Federal

Reserve

raised

interest

rates,

largely

stabilizing

by

September

2024,

leading to a series of rate reductions by the Federal Reserve for the first

time in four years. As of January 2025, the U.S. Consumer

Price Index

showed a

3.0% year-over-year

increase, still

above the

Federal Reserve’s

2% target.

In Puerto

Rico, the

Consumer

Price Index increased by 1.7% over the 12

months ending in November 2024.

Fiscal Challenges of Puerto Rico and its Municipalities

As

Puerto Rico’s

economy contracted

in the

2000s, public

debt

increased rapidly

due to

borrowing to

cover

deficits to

pay

debt

service, pension benefits,

and other expenditures.

By 2016, the

government had over

$120 billion in

combined debt and

unfunded

pension liabilities, lost access to capital markets, and

faced a fiscal crisis.

In response, the U.S. Congress enacted the Puerto Rico Oversight,

Management, and Economic Stability Act (“PROMESA”) in June

2016. PROMESA

established an Oversight

Board with

significant control

over Puerto

Rico’s fiscal

and economic

affairs, including

those of

its public

corporations,

instrumentalities and

municipalities (collectively,

“PR Government

Entities”). The

Oversight Board

will

remain

in

place

until

market

access

is

restored

and

balanced

budgets

are

achieved

for

at

least

four

consecutive

years.

PROMESA also established

two mechanisms for

the restructuring of

the obligations of

PR Government Entities:

(a) Title

III, an

in-

court process akin

to that of

the U.S. Bankruptcy Code

and which permits

adjustment of a broad

range of obligations, and

(b) Title

VI, a largely out-of-court process through which a

supermajority of creditors can accept modifications to

debt and bind holdouts.

Since

2017,

Puerto

Rico

and

several

of

its

instrumentalities

have

availed

themselves

of

these

mechanisms.

The

Puerto

Rico

government exited Title III in March 2022, and several instrumentalities, such as the Government Development Bank and the Puerto

Rico Highways and Transportation

Authority have also completed

debt restructurings under Titles

III or VI

of PROMESA. However,

the Puerto Rico Electric Power Authority is still undergoing

its debt restructuring.

Puerto

Rico's economic

difficulties

have also

impacted its

municipalities. Historically,

the central

government provided

significant

municipal subsidies.

However,

these, have

decreased pursuant

to fiscal

measures required

by the

Oversight Board.

This decline

has been partly offset by federal disaster and COVID-relief funding received

by municipalities in recent years. The latest Puerto Rico

fiscal plan proposes a

restructured grant system to enhance

municipal services and encourage accountability through

performance

metrics.

Municipalities

are

subject

to

PROMESA,

and

the

Oversight

Board

has

required

certain

municipalities

to

submit

fiscal

plans

and

annual budgets

for review

and approval.

Municipalities are

also required

to seek

Oversight Board

approval to

issue, guarantee

or

modify

their

debts

and

to

enter

into

significant

contracts.

To

date

no

municipality

has

availed

itself

of

the

debt

restructuring

mechanisms available to them under PROMESA.

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

93

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

December

31,

2024,

the

Corporation’s

direct

exposure

to

PR

Government

Entities

totaled

$336

million,

all

of

which

were

outstanding,

compared

to

$362

million,

of

which

$333

million

were

outstanding,

at

December

31,

2023.

Substantially

all

of

the

Corporation’s direct exposure

outstanding at December 31,

2024 were obligations from

various Puerto Rico

municipalities. In most

cases, these were “general

obligations” of a municipality,

to which the applicable

municipality has pledged its good

faith, credit and

unlimited taxing power, or “special obligations” of

a municipality, to which

the applicable municipality has pledged basic property tax

or

sales

tax

revenues.

At

December

31,

2024,

80%

of

the

Corporation’s

exposure

to

municipal

loans

and

securities

was

concentrated in the municipalities of San

Juan, Guaynabo, Carolina and Caguas.

In July 2024, the

Corporation received scheduled

principal payments

amounting to

$40 million

from various

obligations from

Puerto Rico

municipalities. For

additional discussion

of

the

Corporation’s

direct

exposure to

the

Puerto

Rico

government and

its

instrumentalities and

municipalities, refer

to

Note

23

Commitments and Contingencies to the Consolidated

Financial Statements.

In

addition, at

December 31,

2024,

the

Corporation had

$220

million

in

loans

insured

or

securities issued

by

PR

Governmental

Entities, but for

which the principal source

of repayment is non-governmental ($238 million

at December 31, 2023). These included

$176 million in

residential mortgage loans insured

by the Puerto

Rico Housing Finance Authority

(“HFA”), a

PR Government Entity

(December 31, 2023

- $191

million). The Corporation

also had,

at December 31,

2024, $38 million

in bonds issued

by HFA

which

are secured

by second mortgage

loans on

Puerto Rico

residential properties, and

for which

HFA also

provides insurance to

cover

losses in

the event

of a

borrower default,

and upon the

satisfaction of

certain other

conditions (December 31,

2023 -

$40 million).

HFA’s

ability to honor its

insurance will depend, among

other factors, on the

financial condition of HFA

at the time such

obligations

become

due

and

payable.

The

Corporation

does

not

consider

the

government

guarantee

when

estimating

the

credit

losses

associated with this portfolio.

BPPR’s

commercial loan

portfolio also

includes loans

to

private borrowers

who

are service

providers, lessors,

suppliers or

have

other

relationships

with

the

PR

government.

These

borrowers

could

be

negatively

affected

by

a

deterioration

in

the

fiscal

and

economic

situation

of

PR

Government

Entities.

Similarly,

BPPR’s

mortgage

and

consumer

loan

portfolios

include

loans

to

government

employees

and

retirees,

which

could

also

be

negatively

affected

by

fiscal

measures,

such

as

employee

layoffs

or

furloughs or reductions in pension benefits, if the

fiscal and economic situation deteriorates.

As

of

December

31,

2024,

BPPR

had

$19.5

billion

in

deposits

from

the

Puerto

Rico

government,

its

instrumentalities,

and

municipalities. The rate at

which public deposit balances may

decline is uncertain and

difficult to predict. The

amount and timing of

any such

reduction is likely

to be

impacted by,

for example, the

level of federal

assistance, the speed

at which

such 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

Corporation

has

operations

in

the

United

States

Virgin

Islands

(the

“USVI”)

and

has

credit

exposure

to

USVI

government

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

currently

no

federal

legislation

permitting

the

restructuring

of

the

debts

of

the

USVI

and

its

public

corporations

and

instrumentalities.

To

the extent that

the fiscal condition

of the USVI

continues to deteriorate, the

U.S. Congress or the

Government of the

USVI may

enact legislation allowing for the restructuring of the

financial obligations of USVI government entities or imposing a

stay on creditor

remedies, including by making PROMESA applicable

to the USVI.

At December

31, 2024,

the Corporation

had approximately $28

million in

direct exposure to

USVI government

entities (December

31, 2023 - $28 million).

British Virgin Islands

The

Corporation has

operations

in

the

British Virgin

Islands

(“BVI”),

which

was

negatively

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

Corporation

has

no

significant

exposure

to

a

single

borrower

in

the

BVI,

at

December

31,

2024,

it

has

a

loan

portfolio

amounting

to

approximately

$196

million

comprised

of

various

retail

and

commercial

clients,

compared

to

a

loan

portfolio

of

$205

million

at

December 31, 2023.

94

U.S. Government

As further detailed in Notes

5 and 6 to the

Consolidated Financial Statements, a substantial portion of the

Corporation’s investment

securities

represented exposure

to

the

U.S.

Government in

the

form

of

U.S. Government

sponsored entities,

as

well

as

agency

mortgage-backed and U.S. Treasury securities. In

addition, $2.1 billion of residential mortgages and $87.4 million commercial

loans

were insured

or guaranteed

by the

U.S. Government

or its

agencies at

December 31,

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 24.

The Corporation’s

credit quality

metrics remained

stable during

2024, when

compared to

the previous

year.

While non-performing

loans

(“NPLs”),

net

charge

offs

(“NCOs”)

and

inflows

to

NPLs

remained

near

or

below

historical averages,

consumer

portfolios

reflected

increased

delinquencies

and

NCOs.

The

mortgage

and

commercial

portfolios

continued

to

operate

with

low

levels

of

delinquencies and NCOs. The

Corporation continues to actively monitor

changes in the macroeconomic environment

and borrower

performance given higher

interest rates and

inflationary pressures. Management believes

that the improvements

over recent years

in risk management practices

and the overall risk

profile of the Corporation’s

loan portfolios position Popular to

continue to operate

successfully under the current environment.

Total

NPAs

decreased

by

$30.0

million

when

compared

with

December

31,

2023.

Total

NPLs

decreased

by

$6.8

million

from

December

31,

2023.

BPPR’s

NPLs

decreased

by

$36.6

million,

across

most

loan

categories,

except

consumer

NPLs

which

reflected an

increase of

$7.4 million,

mostly driven

by the

auto portfolio.

Popular U.S.

NPLs increased

by $29.8

million, driven

by

higher commercial and mortgage NPLs

by $12.5 million and

$18.7 million, respectively.

The mortgage NPL increase

was impacted

by a single loan amounting to $17.1 million.

On December

31, 2024,

the ratio

of NPLs

to total

loans held-in-portfolio

was 0.95%,

compared to

1.02%, at

December 31,

2023.

Other real estate owned loans (“OREOs”) decreased

by $23.1 million from December 31, 2023. The

decrease in OREO was driven

by the

sale of

residential properties. On

December 31, 2024,

NPLs secured by

real estate

amounted to $200

million in the

Puerto

Rico operations and $56 million in Popular U.S,

compared with $231 million and $24 million,

respectively, on December 31, 2023.

The Corporation’s

commercial loan

portfolio secured

by real

estate (“CRE”)

amounted to

$10.9 billion

on December

31, 2024,

of

which

$3.2

billion

was

secured

with

owner

occupied

properties,

compared

with

$10.6

billion

and

$3.1

billion,

respectively,

on

December 31,

2023. Office

space leasing exposure

in our

non-owner occupied CRE

portfolio is limited,

representing only 1.9%

or

$714 million of our total loan portfolio. The

exposure is mainly comprised of low- to mid- rise properties with an

average loan size of

$2.4 million and is well diversified across tenant

type.

CRE NPLs

amounted to

$53.7 million

at December

31, 2024,

compared with

$47.6 million

at December

31, 2023.

The CRE

NPL

ratios for the BPPR and Popular U.S. segments were 0.64% and 0.37%, respectively,

at December 31, 2024, compared with 0.86%

and 0.13%, respectively, at December 31, 2023.

In addition to the NPLs included in Table 24, at December 31, 2024, there were $596 million of 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).

The following table presents the Corporation’s NPAs as of December 31, 2024

and 2023:

95

Table 24 - Non-Performing

Assets

December 31, 2024

December 31, 2023

(Dollars in thousands)

BPPR

Popular U.S.

Popular, Inc.

BPPR

Popular U.S.

Popular, Inc.

Non-accrual loans:

Commercial

Commercial multi-family

$

79

$

8,700

$

8,779

$

1,991

$

-

$

1,991

Commercial real estate non-owner

occupied

6,429

8,015

14,444

8,745

1,117

9,862

Commercial real estate owner occupied

25,258

5,191

30,449

29,430

6,274

35,704

Commercial and industrial

19,335

1,748

21,083

32,826

3,772

36,598

Total Commercial

51,101

23,654

74,755

72,992

11,163

84,155

Construction

-

-

-

6,378

-

6,378

Leasing

9,588

-

9,588

8,632

-

8,632

Mortgage

158,442

29,890

188,332

175,106

11,191

186,297

Consumer

Home equity lines of credit

-

3,393

3,393

-

3,733

3,733

Personal

20,269

1,741

22,010

19,031

2,805

21,836

Auto

51,792

-

51,792

45,615

-

45,615

Other

899

11

910

964

1

965

Total Consumer

72,960

5,145

78,105

65,610

6,539

72,149

Total non-performing

loans held-in-portfolio

292,091

58,689

350,780

328,718

28,893

357,611

Other real estate owned (“OREO”)

57,197

71

57,268

80,176

240

80,416

Total non-performing

assets

[1]

$

349,288

$

58,760

$

408,048

$

408,894

$

29,133

$

438,027

Accruing loans past due 90 days or more

[2]

$

242,250

$

190

$

242,440

$

268,362

$

109

$

268,471

Non-performing loans

to loans held-in-

portfolio

0.95

%

1.02

%

Interest Lost

15,565

18,697

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

as of December 31, 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

non-performing

since the

principal repayment

is insured.

These balances

include $65

million of

residential

mortgage

loans insured

by FHA

or guaranteed

by the

VA

that are

no longer

accruing interest

as of

December 31,

2024 (December

31, 2023

- $106

million).

Furthermore,

at

December

31,2024

the

Corporation

had

approximately

$31

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 fr

om non-

performing assets (December 31, 2023 - $38 million).

For

the

year

ended

December

31,

2024,

total

inflows

of

NPLs

held-in-portfolio,

excluding

consumer

loans,

increased

by

$44.6

million, compared

to the

same period

in 2023.

Inflows of

NPLs held-in-portfolio at

the BPPR

segment decreased

by $21.7

million,

compared to the same period in 2023, mainly driven by lower commercial and construction inflows by $28.8 million and $9.3 million,

respectively, in part offset by higher mortgage inflows by $16.4 million. Inflows of NPLs held-in-portfolio at the Popular U.S. segment

increased by $66.3 million from the same period in 2023, mainly driven by higher commercial and mortgage inflows by $33.0 million

and $33.3

million,

respectively.

The increase

in commercial

NPL inflows

was primarily

driven by

a single

$17.3 million

loan sold

during the fourth quarter of 2024. Meanwhile,

the rise in mortgage NPL inflows included the

impact of a recurring $17.1 million loan.

Tables 25 to 32 present the Corporation’s inflows to NPLs for the years ended 2024 and 2023.

96

Table 25 - Activity in Non

-Performing Loans Held-in-Portfolio (Excluding Consumer

Loans)

For the year ended December 31, 2024

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance

- NPLs

$

254,476

$

22,354

$

276,830

Plus:

New non-performing loans

158,713

98,088

256,801

Advances on existing non-performing loans

-

382

382

Less:

Non-performing loans transferred to OREO

(16,572)

(24)

(16,596)

Non-performing loans charged-off

(18,643)

(1,885)

(20,528)

Loans returned to accrual status / loan collections

(168,431)

(65,371)

(233,802)

Ending balance - NPLs

$

209,543

$

53,544

$

263,087

Table 26 - Activity in Non

-Performing Loans Held-in-Portfolio (Excluding Consumer

Loans)

For the year ended December 31, 2023

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$

324,562

$

31,356

$

355,918

Plus:

New non-performing loans

180,426

31,484

211,910

Advances on existing non-performing loans

-

681

681

Less:

Non-performing loans transferred to OREO

(36,684)

(58)

(36,742)

Non-performing loans charged-off

(10,128)

(4,837)

(14,965)

Loans returned to accrual status / loan collections

(203,700)

(36,272)

(239,972)

Ending balance -

NPLs

$

254,476

$

22,354

$

276,830

97

Table 27 - Activity in Non

-Performing Commercial Loans Held-In-Portfolio

For the year ended December 31, 2024

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$72,992

$11,163

$84,155

Plus:

New non-performing loans

15,749

48,764

64,513

Advances on existing non-performing loans

-

314

314

Less:

Non-performing loans transferred to OREO

(358)

-

(358)

Non-performing loans charged-off

(18,485)

(1,867)

(20,352)

Loans returned to accrual status / loan collections

(18,797)

(34,720)

(53,517)

Ending balance - NPLs

$51,101

$23,654

$74,755

Table 28 - Activity in Non

-Performing Commercial Loans Held-in-Portfolio

For the year ended December 31, 2023

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$82,171

10,868

$93,039

Plus:

New non-performing loans

44,542

15,533

60,075

Advances on existing non-performing loans

-

550

550

Less:

Non-performing loans transferred to OREO

(5,930)

-

(5,930)

Non-performing loans charged-off

(7,664)

(4,837)

(12,501)

Loans returned to accrual status / loan collections

(40,127)

(10,951)

(51,078)

Ending balance - NPLs

$72,992

$11,163

$84,155

Table 29

-

Activity in Non-Performing Construction Loans Held-In

-Portfolio

For the year ended December 31, 2024

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$6,378

$-

$6,378

Less:

Loans returned to accrual status / loan collections

(6,378)

-

(6,378)

Ending balance - NPLs

$-

$-

$-

98

Table 30 -

Activity in Non-Performing Construction Loans Held-in

-Portfolio

For the year ended December 31, 2023

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$-

$-

$-

Plus:

New non-performing loans

9,284

-

9,284

Less:

Non-performing loans charged-off

(2,537)

-

(2,537)

Loans returned to accrual status / loan collections

(369)

-

(369)

Ending balance - NPLs

$6,378

$-

$6,378

Table 31 - Activity in Non

-Performing Mortgage Loans Held-in-Portfolio

For the year ended December 31,

2024

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$175,106

$11,191

$186,297

Plus:

New non-performing loans

142,964

49,324

192,288

Advances on existing non-performing loans

-

68

68

Less:

Non-performing loans transferred to OREO

(16,214)

(24)

(16,238)

Non-performing loans charged-off

(158)

(18)

(176)

Loans returned to accrual status / loan collections

(143,256)

(30,651)

(173,907)

Ending balance - NPLs

$158,442

$29,890

$188,332

Table 32 - Activity in Non

-Performing Mortgage Loans Held-in-Portfolio

For the year ended December 31,

2023

(In thousands)

BPPR

Popular U.S.

Popular, Inc.

Beginning balance - NPLs

$242,391

$20,488

$262,879

Plus:

New non-performing loans

126,600

15,951

142,551

Advances on existing non-performing loans

-

131

131

Less:

Non-performing loans transferred to OREO

(30,754)

(58)

(30,812)

Non-performing loans charged-off

73

-

73

Loans returned to accrual status / loan collections

(163,204)

(25,321)

(188,525)

Ending balance - NPLs

$175,106

$11,191

$186,297

99

Loan Delinquencies

Another key measure used to evaluate and

monitor the Corporation’s asset quality is loan

delinquencies. Loans delinquent 30 days

or

more

and

delinquencies, as

a

percentage

of

their

related

portfolio

category

at

December

31,

2024

and

2023,

are

presented

below.

Table 33 - Loan Delinquencies

(Dollars in thousands)

December 31, 2024

December 31, 2023

Loans delinquent

30 days or more

Total loans

Total delinquencies

as a percentage

of total loans

Loans delinquent

30 days or more

Total loans

Total delinquencies

as a percentage

of total loans

Commercial

Commercial multi-family

$

15,826

$

2,399,620

0.66

%

$

13,657

$

2,415,620

0.57

%

Commercial real estate

non-owner occupied

24,925

5,363,235

0.46

17,051

5,087,421

0.34

Commercial real estate

owner occupied

42,311

3,157,746

1.34

69,239

3,080,635

2.25

Commercial and industrial

49,942

7,741,562

0.65

58,953

7,126,121

0.83

Total Commercial

133,004

18,662,163

0.71

158,900

17,709,797

0.90

Construction

1,039

1,263,792

0.08

6,378

959,280

0.66

Leasing

39,641

1,925,405

2.06

35,491

1,731,809

2.05

Mortgage

[1]

798,130

8,114,183

9.84

859,537

7,695,917

11.17

Consumer

Credit cards

59,078

1,218,079

4.85

46,436

1,135,747

4.09

Home equity lines of credit

5,054

73,571

6.87

5,465

65,953

8.29

Personal

57,835

1,855,244

3.12

59,682

1,945,247

3.07

Auto

191,008

3,823,437

5.00

173,119

3,660,780

4.73

Other

3,930

171,778

2.29

3,063

160,441

1.91

Total Consumer

316,905

7,142,109

4.44

287,765

6,968,168

4.13

Loans held-for-sale

-

5,423

-

-

4,301

-

Total

$

1,288,719

$

37,113,075

3.47

%

$

1,348,071

$

35,069,272

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 December

31, 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 (“ACL”)

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

expected

losses,

changes

in

underwriting

standards,

financial

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

level of

the allowance

for credit

losses. Consequently,

the business

financial condition,

liquidity,

capital, and

results of

operations

could also be affected.

100

On

December

31,

2024,

the

ACL

increased

by

$16.7

million

from

December

31,

2023

to

$746.0

million.

The

ACL

for

BPPR

increased by

$30.8 million,

driven by

a combined

$23.4 million

increase in

reserves for

the consumer

and lease

portfolios and

an

increase of $9.5

million in reserves

for commercial loans.

These increases were

mainly due to

a combination of

growth across the

different segments

and changes

in credit

quality trends

for the

credit cards

portfolios. In

PB, the

ACL decreased

by $14.1

million,

when compared

to December

31, 2023,

mainly due

to lower

reserves for

the commercial

portfolio resulting

from improvements

in

credit

quality,

as

well as

lower balances

in the

consumer portfolios.

The Corporation’s

ratio of

the allowance

for credit

losses to

loans held-in-portfolio was 2.01% on December 31, 2024, compared to 2.08% on December 31, 2023. The ratio of the allowance for

credit losses to NPLs held-in-portfolio stood at 212.68%,

compared to 203.95% on December 31, 2023.

Given that any one

economic outlook is inherently uncertain, the

Corporation leverages multiple scenarios to estimate

its ACL. The

baseline scenario continues to be assigned the highest probability,

followed by the pessimistic scenario. The weight assigned to the

pessimistic

scenario

decreased

during

the

first

quarter

of

2024

in

response

to

the

positive

momentum

in

the

economy

as

expectations for

the Federal

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

related

to

the

loans

held-in-portfolio for

the year

ended December

31,

2024,

was

$258.4 million,

compared to $201.5 million for the year ended December 30, 2023, largely driven by higher NCOs due to credit quality changes and

commercial

loan

growth.

Refer

to

Note

8

Allowance

for

credit

losses

loans

held-in-portfolio

to

the

Consolidated

Financial

Statements, and to the Provision for Credit Losses

section of this MD&A for additional information.

Tables 34 to 35 details the allowance for credit losses by loan categories and the percentage

it represents of total loans held-in-

portfolio and NPLs. The breakdown is made for analytical

purposes, and it is not necessarily indicative of the

categories in which

future loan losses may occur.

101

Table 34 - Allowance for Credit

Losses - Loan Portfolios

December 31, 2024

(Dollars in thousands)

Total ACL

Total loans held-

in-portfolio

ACL to loans held-

in-portfolio

Total non-

performing loans

held-in-portfolio

ACL to non-

performing loans

held-in-portfolio

Commercial

Commercial multi-family

$

9,236

$

2,399,620

0.38

%

$

8,779

105.21

%

Commercial real estate non-owner occupied

54,494

5,363,235

1.02

%

14,444

377.28

%

Commercial real estate owner occupied

49,828

3,157,746

1.58

%

30,449

163.64

%

Commercial and industrial

146,006

7,741,562

1.89

%

21,083

692.53

%

Total Commercial

$

259,564

$

18,662,163

1.39

%

$

74,755

347.22

%

Construction

11,264

1,263,792

0.89

%

-

N.M.

Leasing

16,419

1,925,405

0.85

%

9,588

171.25

%

Mortgage

82,409

8,114,183

1.02

%

188,332

43.76

%

Consumer

Credit cards

99,130

1,218,079

8.14

%

-

N.M.

Home equity lines of credit

1,503

73,571

2.04

%

3,393

44.30

%

Personal

102,736

1,855,244

5.54

%

22,010

466.77

%

Auto

165,995

3,823,437

4.34

%

51,792

320.50

%

Other

7,004

171,778

4.08

%

910

769.67

%

Total Consumer

$

376,368

$

7,142,109

5.27

%

$

78,105

481.87

%

Total

$

746,024

$

37,107,652

2.01

%

$

350,780

212.68

%

N.M. - Not meaningful.

Table 35 - Allowance for Credit

Losses - Loan Portfolios

December 31, 2023

(Dollars in thousands)

Total ACL

Total loans held-

in-portfolio

ACL to loans held-

in-portfolio

Total non-

performing loans

held-in-portfolio

ACL to non-

performing loans

held-in-portfolio

Commercial

Commercial multi-family

$

13,740

$

2,415,620

0.57

%

$

1,991

690.11

%

Commercial real estate non-owner occupied

65,453

5,087,421

1.29

%

9,862

663.69

%

Commercial real estate owner occupied

56,864

3,080,635

1.85

%

35,704

159.27

%

Commercial and industrial

122,356

7,126,121

1.72

%

36,598

334.32

%

Total Commercial

$

258,413

$

17,709,797

1.46

%

$

84,155

307.07

%

Construction

12,686

959,280

1.32

%

6,378

198.90

%

Leasing

9,708

1,731,809

0.56

%

8,632

112.47

%

Mortgage

83,214

7,695,917

1.08

%

186,297

44.67

%

Consumer

Credit cards

80,487

1,135,747

7.09

%

-

N.M.

Home equity lines of credit

1,978

65,953

3.00

%

3,733

52.99

%

Personal

117,790

1,945,247

6.06

%

21,836

539.43

%

Auto

157,931

3,660,780

4.31

%

45,615

346.23

%

Other

7,134

160,441

4.45

%

965

739.27

%

Total Consumer

$

365,320

$

6,968,168

5.24

%

$

72,149

506.34

%

Total

$

729,341

$

35,064,971

2.08

%

$

357,611

203.95

%

N.M. - Not meaningful.

Table

36

details

the

breakdown

of

the

allowance

for

credit

losses

by

loan

categories.

The

breakdown

is

made

for

analytical

purposes, and it is not necessarily indicative of

the categories in which future loan losses may occur.

102

Table 36 - Allocation of the

Allowance for Credit Losses - Loans

At December 31,

2024

2023

% of loans

% of loans

in each

in each

category to

category to

(Dollars in millions)

ACL

total loans

ACL

total loans

Commercial

Commercial multi-family

$9.2

6.5

%

$13.7

6.9

%

Commercial real estate non-owner occupied

54.5

14.5

65.4

14.5

Commercial real estate owner occupied

49.9

8.5

56.9

8.8

Commercial and industrial

146.0

20.8

122.4

20.3

Total Commercial

$259.6

50.3

%

$258.4

50.5

%

Construction

11.3

3.4

12.7

2.7

Leasing

16.4

5.2

9.7

5.0

Mortgage

82.4

21.9

83.2

21.9

Consumer

Credit cards

99.1

3.3

80.5

3.2

Home equity lines of credit

1.5

0.2

2.0

0.2

Personal

102.7

5.0

117.8

5.5

Auto

166.0

10.2

157.9

10.4

Other Consumer

7.0

0.5

7.1

0.6

Total Consumer

$376.3

19.2

%

$365.3

19.9

%

Total

[1]

$746.0

100.0

%

$729.3

100.0

%

[1] Note: For purposes of this table the term loans refers to

loans held-in-portfolio excluding loans held-for-sale.

The following

table presents

net charge-offs

to average

loans held-in-portfolio

(“HIP”) ratios

by loan

category for

the years

ended

December 31, 2024 and 2023:

Table 37 - Net Charge-Offs

(Recoveries) to Average Loans HIP

December 31, 2024

December 31, 2023

BPPR

Popular U.S.

Popular Inc.

BPPR

Popular U.S.

Popular Inc.

Commercial

0.17

%

0.04

%

0.11

%

(0.10)

%

0.02

%

(0.05)

%

Construction

(0.59)

(0.01)

(0.10)

1.59

-

0.32

Mortgage

(0.21)

(0.01)

(0.18)

(0.22)

(0.02)

(0.19)

Leasing

0.67

-

0.67

0.43

-

0.43

Consumer

3.06

7.44

3.20

2.18

6.20

2.35

Total

0.89

%

0.18

%

0.68

%

0.55

%

0.19

%

0.44

%

NCOs for the year ended December 31, 2024,

amounted to $241.8 million, increasing by $95.4 million when compared to the

same

period in 2023.

The BPPR segment

increased by $95.4

million mainly driven

by higher consumer

and commercial NCOs

by $68.6

103

million and $25.4 million, respectively. The consumer NCOs continue to gradually

increase mainly due to credit quality changes. The

PB segment NCOs remained flat year-over-year.

Loan Modifications

For the twelve months ended December 31, 2024,

modified loans to borrowers with financial difficulty

amounted to $455 million, of

which $430 million were in accruing status. The

BPPR segment’s modifications to borrowers with financial

difficulty amounted to

$441 million, mainly comprised of commercial and mortgage

loans of $358 million and $66 million, respectively. A total of $44

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 $14 million,

of which $12 million were commercial loans.

Refer

to

Note

8

to

the

Consolidated

Financial

Statements

for

additional

information

on

modifications

made

to

borrowers

experiencing financial difficulties.

Enterprise Risk Management

The Corporation’s

Board of

Directors has

established a

Risk Management

Committee (“RMC”)

to, among

other things,

assist the

Board in its (i) oversight of the Corporation’s overall risk framework and (ii)

to monitor, review, and approve policies to measure, limit

and manage the Corporation’s risks.

The

Corporation

has

established

a

three

lines

of

defense

framework:

(a)

business

line

management constitutes

the

first

line

of

defense by identifying

and managing the

risks associated with

business activities, (b) components

of the Risk

Management Group

and

the

Corporate

Security

Group,

among

others,

act

as

the

second

line

of

defense

by,

among

other

things,

measuring

and

reporting on the Corporation’s risk activities, and (c) the Corporate Auditing Division

,

as the third line of defense, reporting directly to

the Audit Committee of the Board, by independently providing

assurance regarding the effectiveness of the risk

framework.

The Enterprise Risk Management Committee (the “ERM Committee”)

is a management committee whose purpose is to oversee and

monitor Market, Interest, Liquidity,

Regulatory and Financial Compliance, BSA/AML & Sanctions, Regulatory,

Strategic, Operational

(including

Fraud

and

Third

Party

Risk,

among

others),

Information

Technology

and

Cyber

Security,

Legal,

Credit,

Climate

and

Reputational risks, as

defined in the

Risk Appetite Statement

(“RAS”) of the

Risk Management Policy

and within the

Corporation’s

Enterprise Risk

Management (“ERM”)

framework. The

ERM

Committee and

the Enterprise

Risk Management

Department in

the

Financial and Operational

Risk Management Division

(the “FORM Division”),

in coordination with

the Chief Risk

Officer,

create the

framework to identify and manage multiple and cross-enterprise

risks, and to articulate the RAS and supporting

metrics.

The

Enterprise

Risk

Management

Department

has

established

a

process

to

ensure

that

an

appropriate

standard

readiness

assessment is performed before we launch a new product or service. Similar procedures are performed by the Treasury Division for

transactions involving

the purchase

and sale

of assets,

and by

the Mergers

and Acquisitions

Division for

acquisition transactions.

The Enterprise Risk Management Department has a Corporate Issues

Management Policy to promote on time remediation of issues

and increase the

governance and transparency around

the number and

the severity of

issues identified for each

business unit and

corporate

function

by

all

sources.

The

Enterprise

Risk

Management

Department

also

has

a

Corporate

Regulatory

Change

Management Program

to

oversee,

on

a

risk

basis,

the

implementation of

laws

and

regulations by

the

appropriate

business and

support areas.

The Asset/Liability

Committee (“ALCO”),

composed of

senior management

representatives from

the business

lines and

corporate

functions, and the Corporate Finance Group, are responsible for planning and executing the

Corporation’s market, interest rate risk,

funding

activities

and

strategy,

as

well

as

for

implementing

approved

policies

and

procedures.

The

ALCO

also

reviews

the

Corporation’s

capital

policy

and

the

attainment

of

the

capital

management

objectives.

In

addition,

the

Financial

Risk,

Corporate

Insurance & Advisory Department independently measures,

monitors and reports compliance with

liquidity and market risk policies,

and oversees controls surrounding interest risk measurements.

The Corporate Compliance

Committee, comprised of

senior management team

members and representatives

from the Regulatory

and Financial

Compliance Division

and the

Financial Crimes

Compliance Division,

among others,

are responsible

for overseeing

and

assessing

the

adequacy

of

the

risk

management

processes

that

support

Popular’s

compliance

program

for

identifying,

assessing,

measuring,

monitoring,

testing,

mitigating,

and

reporting

compliance

risks.

They

also

supervise

Popular’s

reporting

obligations

under

the

compliance

program

to

assess

the

adequacy,

consistency

and

timeliness

of

the

reporting

of

compliance-

related risks across the Corporation.

104

The Regulatory Affairs

team is responsible

for maintaining an

open dialog with

the banking regulatory

agencies to have

regulatory

risks properly identified, measured, monitored, as well as communicated to

the appropriate regulatory agency as necessary to keep

them apprised of material matters within the purview

of these agencies.

The

Credit

Strategy

Committee,

composed

of

senior

level

management

representatives

from

the

business

lines

and

corporate

functions, and the Corporate Credit Risk Management Division,

are responsible for monitoring credit risk management

activities both

at

the corporate

level

and

across all

Popular subsidiaries

providing for

the

development and

consistent

application of

credit

risk

policies, processes

and procedures

that measure,

limit and

manage credit

risks, while

seeking to

maintain the

effectiveness and

efficiency of the operating and businesses processes.

The Corporation’s Operational Risk Committee (“ORCO”) composed of senior

level management representatives from the business

lines

and

corporate

functions,

provide

executive

oversight

of

the

operational

risk

management

activities

of

Popular

and

its

subsidiaries providing

for the

development and

consistent application

of operational

risk policies,

processes, and

procedures that

measure,

limit,

and

manage

operational

risks

while

maintaining

the

effectiveness

and

efficiency

of

the

operating

and

business

processes.

The

FORM

Division,

within

the

Risk

Management

Group,

serves

as

ORCO’s

operating

arm

and

is

responsible

for

establishing baseline processes to measure, monitor, limit and manage

operational risk.

The Corporate Security Group (“CSG”), under the direction of the

Chief Security Officer, leads

all efforts pertaining to cybersecurity,

enterprise fraud and data

privacy, including

developing strategies and oversight processes with

policies and programs that mitigate

compliance, operational,

strategic, financial

and reputational

risks associated

with the

Corporation’s and

our customers’

data and

assets.

The Information Technology

and Cyber Risk

Committee, composed of senior

management representatives from the

business lines

and

corporate

functions,

the

Information

Technology

Division

and

the

CSG,

are

responsible

for

the

oversight

and

monitoring

of

information

technology

and

cybersecurity

risks,

mitigation

strategies,

actions

and

controls,

key

risk

metrics,

and

information

technology and cyber incidents that may result in operational, compliance and reputational risks.

The Chief Security Officer also co-

chairs the Information Technology & Cyber Security Risk Committee along with the Chief Information

& Digital Strategy Officer.

The Corporate Legal Division, in this context, has the responsibility

of assessing, monitoring, managing and reporting with respect to

legal risks, including those related to litigation, investigations

and other material legal matters.

The

Corporation has

also

established

a

Corporate Sustainability

Committee

whose

purpose

and

responsibility is

to

oversee the

Corporation’s sustainability efforts and support the development and consistent application of policies, strategies and guidelines that

measure and

manage sustainability

matters and

risks. The

Corporate Sustainability

Committee also

assesses environmental

and

social considerations

with respect

to certain

commercial credit

applications, in

accordance with

the applicable

Commercial Credit

Policy and Commercial Credit Manuals of BPPR

and PB.

The processes

of strategic

risk planning

and the

evaluation of

reputational risk

are on-going

processes through

which continuous

data gathering and analysis are performed. In order to have strategic risks properly identified and monitored, the Corporate Strategy

and Transformation Division, which

reports to the Corporation’s

Chief Operations Officer,

performs periodic assessments regarding

corporate strategic priority initiatives, such as the Corporation’s transformation initiative and other emerging issues. The Acquisitions

and Corporate Investments Division continuously assesses potential

strategic transactions. The Corporate Communications Division

is responsible for the monitoring, management and

implementation of action plans with respect to reputational

risk issues.

Popular’s capital planning process integrates the Corporation’s risk profile

as well as its strategic focus, operating

environment, and

other factors

that could

materially affect

capital adequacy

in hypothetical

highly-stressed business

scenarios. Capital

ratio targets

and triggers take into consideration the different risks evaluated

under Popular’s risk management framework.

In

addition to

establishing a

formal process

to manage

risk, our

corporate culture

is also

critical to

an effective

risk management

function.

Through our Code

of Ethics, the

Corporation provides a framework

for all our

employees to conduct themselves

with the

highest integrity.

ADOPTION OF NEW ACCOUNTING STANDARDS AND ISSUED BUT NOT

YET EFFECTIVE ACCOUNTING STANDARDS

Refer to Note 3, “New Accounting Pronouncements”

to the Consolidated Financial Statements.

105

Statistical Summary 2024-2023

Statements of Financial Condition

At December 31,

(In thousands)

2024

2023

Assets:

Cash and due from banks

$

419,638

$

420,462

Money market investments:

Time deposits with other banks

6,380,948

6,998,871

Total money market investments

6,380,948

6,998,871

Trading account debt securities, at fair value

32,831

31,568

Debt securities available-for-sale, at fair

value

18,245,903

16,729,044

Debt securities held-to-maturity, at amortized cost

7,758,077

8,194,335

Less – Allowance for credit losses

5,317

5,780

Debt securities held-to-maturity, net

7,752,760

8,188,555

Equity securities

208,166

193,726

Loans held-for-sale, at fair value

5,423

4,301

Loans held-in-portfolio:

Loans held-in-portfolio

37,522,995

35,420,879

Less – Unearned income

415,343

355,908

Allowance for credit losses

746,024

729,341

Total loans held-in-portfolio, net

36,361,628

34,335,630

Premises and equipment, net

601,787

565,284

Other real estate

57,268

80,416

Accrued income receivable

263,389

263,433

Mortgage servicing rights, at fair value

108,103

118,109

Other assets

1,797,759

2,014,564

Goodwill

802,954

804,428

Other intangible assets

6,826

9,764

Total assets

$

73,045,383

$

70,758,155

Liabilities and Stockholders’ Equity

Liabilities:

Deposits:

Non-interest bearing

$

15,139,555

$

15,419,624

Interest bearing

49,744,790

48,198,619

Total deposits

64,884,345

63,618,243

Assets sold under agreements to repurchase

54,833

91,384

Other short-term borrowings

225,000

-

Notes payable

896,293

986,948

Other liabilities

1,371,846

914,627

Total liabilities

67,432,317

65,611,202

Stockholders’ equity:

Preferred stock

22,143

22,143

Common stock

1,048

1,048

Surplus

4,908,693

4,843,399

Retained earnings

4,570,957

4,194,851

Treasury stock – at cost

(2,228,535)

(2,018,957)

Accumulated other comprehensive loss, net

of tax

(1,661,240)

(1,895,531)

Total stockholders’ equity

5,613,066

5,146,953

Total liabilities and stockholders’ equity

$

73,045,383

$

70,758,155

106

Statistical Summary 2022-2024

Statements of Operations

For the years ended December 31,

(In thousands)

2024

2023

2022

Interest income:

Loans

$

2,626,058

$

2,331,654

$

1,876,166

Money market investments

352,195

366,625

118,080

Investment securities

695,010

547,028

471,665

Total interest income

3,673,263

3,245,307

2,465,911

Less - Interest expense

1,390,975

1,113,783

298,552

Net interest income

2,282,288

2,131,524

2,167,359

Provision for credit losses

256,942

208,609

83,030

Net interest income after provision for

credit losses

2,025,346

1,922,915

2,084,329

Mortgage banking activities

19,059

21,497

42,450

Net (loss) gain, including impairment, on

equity securities

(1,583)

3,482

(7,334)

Net gain (loss) on trading account debt securities

1,445

1,382

(784)

Net gain (loss) on sale of loans, including

valuation adjustments on loans held-for-sale

440

(115)

-

Adjustment to indemnity reserves on loans

sold

1,266

2,319

919

Other non-interest income

638,282

622,159

861,811

Total non-interest income

658,909

650,724

897,062

Operating expenses:

Personnel costs

820,451

778,045

719,764

All other operating expenses

1,067,186

1,120,055

1,026,656

Total operating expenses

1,887,637

1,898,100

1,746,420

Income before income tax

796,618

675,539

1,234,971

Income tax expense

182,406

134,197

132,330

Net Income

$

614,212

$

541,342

$

1,102,641

Net Income Applicable to Common Stock

$

612,800

$

539,930

$

1,101,229

107

Statistical Summary 2024-2022

Average Balance Sheet and Summary of

Net Interest Income

On a Taxable Equivalent

Basis*

2024

2023

2022

(Dollars in thousands)

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Assets

Interest earning assets:

Money market investments

$

6,640,514

$

352,195

5.30

%

$

7,051,718

$

366,625

5.20

%

$

9,530,698

$

118,079

1.24

%

U.S.

Treasury securities

21,047,129

654,712

3.11

20,305,488

441,179

2.17

21,141,431

448,961

2.12

Obligations of U.S.

Government

sponsored entities

-

-

-

-

-

-

41

2

5.66

Obligations of Puerto Rico, States

and political subdivisions

59,668

6,215

10.42

64,682

5,863

9.06

67,965

7,824

11.51

Collateralized mortgage obligations and

mortgage-backed securities

6,642,953

136,016

2.05

7,360,071

157,196

2.14

8,342,672

198,566

2.38

Other

205,711

11,514

5.60

196,226

11,519

5.87

190,489

8,925

4.68

Total investment securities

27,955,461

808,457

2.89

27,926,467

615,757

2.20

29,742,598

664,278

2.23

Trading account securities

30,250

1,583

5.23

31,876

1,377

4.32

51,357

3,049

5.94

Loans (net of unearned income)

35,701,240

2,684,598

7.52

33,164,961

2,387,351

7.20

30,405,280

1,924,895

6.33

Total interest earning

assets/Interest

income

$

70,327,465

$

3,846,833

5.47

%

$

68,175,022

$

3,371,110

4.94

%

$

69,729,933

$

2,710,301

3.89

%

Total non-interest

earning assets

3,072,814

3,059,214

3,078,671

Total assets

$

73,400,279

$

71,234,236

$

72,808,604

Liabilities and Stockholders' Equity

Interest bearing liabilities:

Savings, NOW,

money market and

other

interest bearing demand accounts

$

40,476,544

$

1,046,100

2.58

%

$

39,463,481

$

862,981

2.19

%

$

41,769,576

$

191,064

0.46

%

Time deposits

8,902,700

290,021

3.26

7,775,846

187,043

2.41

6,853,127

61,781

0.90

Federal funds purchased

6,011

322

5.36

6

-

5.25

7

-

3.92

Securities purchased under agreement

to resell

70,145

3,900

5.56

115,808

6,019

5.20

107,305

2,309

2.15

Other short-term borrowings

8,402

454

5.40

27,302

1,310

4.80

99,083

3,428

3.46

Notes payable

961,886

50,178

5.22

1,109,163

56,430

5.09

938,778

39,970

4.26

Total interest bearing

liabilities/Interest

expense

50,425,688

1,390,975

2.76

48,491,606

1,113,783

2.30

49,767,876

298,552

0.60

Total non-interest

bearing liabilities

15,921,398

16,142,027

17,031,503

Total liabilities

66,347,086

64,633,633

66,799,379

Stockholders' equity

7,053,193

6,600,603

6,009,225

Total liabilities and

stockholders' equity

$

73,400,279

$

71,234,236

$

72,808,604

Net interest income on a taxable

equivalent basis

$

2,455,858

$

2,257,327

$

2,411,749

Cost of funding earning assets

1.98

%

1.63

%

0.43

%

Net interest margin

3.49

%

3.31

%

3.46

%

Effect of the taxable equivalent

adjustment

173,570

125,803

244,390

Net interest income per books

$

2,282,288

$

2,131,524

$

2,167,359

*

Shows

the

effect

of

the

tax

exempt

status

of

some

loans

and

investments

on

their

yield,

using

the

applicable

statutory

income

tax

rates.

The

computation considers

the interest

expense disallowance

required by

the Puerto

Rico Internal

Revenue Code.

This adjustment

is shown

in order

to

compare the yields of the tax exempt and taxable assets

on a taxable basis.

Note: Average loan

balances include the

average balance of

non-accruing loans. No

interest income is

recognized for these

loans in accordance

with

the Corporation’s

policy.

Average

balances

exclude

unrealized

gains

or

losses

on

debt

securities

available-for-sale

and

unrealized

losses

on

debt

securities transfer to held-to-maturities.

108

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