Form 10-Q

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	Form 10-Q

[X]	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended September 30, 2022
	or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	Commission File Number: 001-34084

POPULAR, INC.
(Exact name of registrant as specified in its charter)
Puerto Rico			66-0667416
(State or other jurisdiction of Incorporation or			(IRS Employer Identification Number)
organization)
Popular Center Building
209 Muñoz Rivera Avenue
Hato Rey, Puerto Rico			00918
(Address of principal executive offices)			(Zip code)
(787) 765-9800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)		BPOP	The NASDAQ Stock Market
6.125% Cumulative Monthly Income Trust Preferred Securities		BPOPM	The NASDAQ Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
	[X] Yes	[ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
	[X] Yes	[ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer [X]		Accelerated filer [ ]	Non-accelerated filer [ ]
Smaller reporting company [ ]		Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
	[ ] Yes	[X] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.01 par value, 72,694,432 shares outstanding as of November 7, 2022.

POPULAR INC
INDEX

Part I – Financial Information	Page

Item 1. Financial Statements

Unaudited Consolidated Statements of Financial Condition at September 30, 2022 and
December 31, 2021		6

Unaudited Consolidated Statements of Operations for the quarters
and nine months ended September 30, 2022 and 2021	7

Unaudited Consolidated Statements of Comprehensive Loss for the
quarters and nine months ended September 30, 2022 and 2021	8

Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the
quarters and nine months ended September 30, 2022 and 2021	9


Unaudited Consolidated Statements of Cash Flows for the nine months
ended September 30, 2022 and 2021	11

Notes to Unaudited Consolidated Financial Statements	13

Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations	123

Item 3. Quantitative and Qualitative Disclosures about Market Risk	169

Item 4. Controls and Procedures	169

Part II – Other Information

Item 1. Legal Proceedings	169

Item 1A. Risk Factors	169

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	175

Item 3. Defaults Upon Senior Securities	176
Item 4. Mine Safety Disclosures	176
Item 5. Other Information	176
Item 6. Exhibits	176
Signatures	177

Forward-Looking Information

This Form 10-Q contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, without limitation, statements about Popular Inc.’s (the “Corporation,” “Popular,” “we,” “us,” “our”) business, financial condition, results of operations, plans, objectives and future performance. These statements are not guarantees of future performance, are based on management’s current expectations and, by their nature, involve risks, uncertainties, estimates and assumptions. Potential factors, some of which are beyond the Corporation’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include without limitation the effect of competitive and economic factors, and our reaction to those factors, the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes, capital markets conditions, capital adequacy and liquidity, and the effect of legal and regulatory proceedings and new accounting standards on the Corporation’s financial condition and results of operations. All statements contained herein that are 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 business and economic conditions 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;

 the impact of the current fiscal and economic challenges of Puerto Rico and the measures taken and to be taken by the Puerto Rico Government and the Federally-appointed oversight board on the economy, our customers and our business;

 the impact of the debt restructuring 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 Rico’s fiscal challenges on the value of our portfolio of Puerto Rico government securities and loans to governmental entities and of our commercial, mortgage and consumer loan portfolios where private borrowers could be directly affected by governmental action;

 the amount of Puerto Rico public sector deposits held at the Corporation, whose future balances are uncertain and difficult to predict and may be impacted by factors such as the amount of Federal funds received by the P.R. Government in connection with the COVID-19 pandemic and hurricane recovery assistance and the rate of expenditure of such funds, as well as the financial condition, liquidity and cash management practices of the Puerto Rico Government and its instrumentalities;

 the scope and duration of the COVID-19 pandemic (including the appearance of new strains of the virus), actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on us, our customers, service providers and third parties;

 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 “Transaction”), including Popular’s ability to successfully transition and integrate the assets acquired as part of the Transaction, as well as related operations, employees and third party contractors; unexpected costs, including, without limitation, costs due to exposure to any unrecorded liabilities or issues not identified during due diligence investigation of the Transaction or that are not subject to indemnification or reimbursement by Evertec, Inc.; operational risks that may affect Popular and other risks arising from the acquisition of the acquired assets, including the transition and integration thereof, or by adverse effects on relationships with customers, employees and service providers; and business and other risks arising from the extension of Popular’s current commercial agreements with Evertec, Inc.;

 changes in interest rates and market liquidity, which may reduce interest margins, impact funding sources, 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 fiscal and monetary policies of the federal government and its agencies;

 changes in federal bank regulatory and supervisory policies, including required levels of capital and the impact of proposed capital standards on our capital ratios;

 additional Federal Deposit Insurance Corporation (“FDIC”) assessments;

 regulatory approvals that may be necessary to undertake certain actions or consummate strategic transactions such as acquisitions and dispositions;

 unforeseen or catastrophic events, including extreme weather events, other natural disasters, man-made disasters, acts of violence or war or the emergence of pandemics, epidemics and other health-related crises, which could cause a disruption in our operations or other adverse consequences for our business;

 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 borrowers are located;

 the performance of the stock and bond markets;

 competition in the financial services industry;

 possible legislative, tax or regulatory changes; and

 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 other third parties providing services to us, including as a result of cyberattacks, e-fraud, denial-of-services and computer intrusion, that might result in loss or breach of customer data, disruption of services, reputational damage or additional costs to Popular.

Other possible events or factors that could cause our results or performance to differ materially from those expressed in these forward-looking statements include the following:

 negative economic conditions that adversely affect housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of non-performing assets, charge-offs and provision expense;

 changes in market rates and prices which may adversely impact the value of financial assets and liabilities;

 potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory or government actions, including as a result of our participation in and execution of government programs related to the COVID-19 pandemic;

 changes in accounting standards, rules and interpretations;

 our ability to grow our core businesses;

 decisions to downsize, sell or close 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 1. 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, 2021, as well as “Part II, Item 1A” of our Quarterly Reports on Form 10-Q for a discussion of such factors and certain risks and uncertainties to which the Corporation is subject.

All forward-looking statements included in this Form 10-Q are based upon information available to Popular as of the date of this Form 10-Q, and other than as required by law, including the requirements of applicable securities laws, we assume no obligation to

update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)

			September 30,		December 31,
(In thousands, except share information)			2022		2021
Assets:
Cash and due from banks			$	2,017,312	$	428,433
Money market investments:
		Time deposits with other banks		3,975,048		17,536,719
		Total money market investments		3,975,048		17,536,719
Trading account debt securities, at fair value:
		Other trading account debt securities		30,271		29,711
Debt securities available-for-sale, at fair value:
		Pledged securities with creditors’ right to repledge		167,735		93,330
		Other debt securities available-for-sale		28,096,413		24,874,939
Debt securities held-to-maturity, at amortized cost (fair value 2022 - $1,897,558; 2021 - $83,368)				1,953,710		79,461
		Less – Allowance for credit losses		7,210		8,096
		Debt securities held-to-maturity, net		1,946,500		71,365
Equity securities (realizable value 2022 - $186,737; 2021 - $192,345)				185,923		189,977
Loans held-for-sale, at lower of cost or fair value				8,065		59,168
Loans held-in-portfolio				31,805,921		29,506,225
		Less – Unearned income		282,733		265,668
		Allowance for credit losses		703,096		695,366
		Total loans held-in-portfolio, net		30,820,092		28,545,191
Premises and equipment, net				492,685		494,240
Other real estate				93,239		85,077
Accrued income receivable				224,307		203,096
Mortgage servicing rights, at fair value				130,541		121,570
Other assets				1,700,378		1,628,571
Goodwill				827,428		720,293
Other intangible assets				13,738		16,219
Total assets			$	70,729,675	$	75,097,899
Liabilities and Stockholders’ Equity
Liabilities:
	Deposits:
		Non-interest bearing	$	17,605,339	$	15,684,482
		Interest bearing		47,213,988		51,320,606
		Total deposits		64,819,327		67,005,088
Assets sold under agreements to repurchase				162,450		91,603
Other short-term borrowings				250,000		75,000
Notes payable				888,534		988,563
Other liabilities				934,526		968,248
		Total liabilities		67,054,837		69,128,502
Commitments and contingencies (Refer to Note 21)
Stockholders’ equity:
Preferred stock, 30,000,000 shares authorized; 885,726 shares issued and outstanding (2021 - 885,726)				22,143		22,143
Common stock, $0.01 par value; 170,000,000 shares authorized;104,634,905 shares issued (2021 - 104,579,334) and 72,673,344 shares outstanding (2021 - 79,851,169)				1,046		1,046
Surplus				4,652,508		4,650,182
Retained earnings				3,694,020		2,973,745
Treasury stock - at cost, 31,961,561 shares (2021 - 24,728,165)				(1,970,548)		(1,352,650)
Accumulated other comprehensive loss, net of tax				(2,724,331)		(325,069)
		Total stockholders’ equity		3,674,838		5,969,397
Total liabilities and stockholders’ equity			$	70,729,675	$	75,097,899
The accompanying notes are an integral part of these Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

			Quarters ended September 30,				Nine months ended September 30,
(In thousands, except per share information)			2022		2021		2022		2021
Interest income:
	Loans		$	481,088	$	435,296	$	1,354,124	$	1,303,726
	Money market investments			36,966		6,914		67,172		14,300
	Investment securities			133,181		87,952		331,421		265,348
		Total interest income		651,235		530,162		1,752,717		1,583,374
Interest expense:
	Deposits			60,897		27,029		113,507		85,290
	Short-term borrowings			921		54		1,249		259
	Long-term debt			9,798		13,686		30,168		41,518
		Total interest expense		71,616		40,769		144,924		127,067
Net interest income				579,619		489,393		1,607,793		1,456,307
Provision for credit losses (benefit)				39,637		(61,173)		33,499		(160,414)
Net interest income after provision for credit losses (benefit)				539,982		550,566		1,574,294		1,616,721
Non-interest income:
Service charges on deposit accounts				40,006		41,312		122,528		121,085
Other service fees				86,402		80,445		244,987		227,455
Mortgage banking activities (Refer to Note 10)				9,448		8,307		35,888		33,098
Net gain on sale of debt securities				-		23		-		23
Net (loss) gain, including impairment on equity securities				(1,448)		(401)		(7,651)		1,585
Net (loss) gain on trading account debt securities				(274)		58		(946)		(34)
Net loss on sale of loans, including valuation adjustments on loans held-for-sale				-		-		-		(73)
Adjustments to indemnity reserves on loans sold				1,715		2,038		1,140		3,008
Other operating income				290,645		37,476		342,651		91,304
		Total non-interest income		426,494		169,258		738,597		477,451
Operating expenses:
Personnel costs				193,843		157,647		529,627		471,330
Net occupancy expenses				27,420		24,896		78,357		75,471
Equipment expenses				26,626		22,537		75,193		66,917
Other taxes				15,966		14,459		47,461		41,623
Professional fees				112,221		104,709		335,590		305,810
Communications				6,224		6,133		18,364		18,971
Business promotion				24,348		18,116		60,784		47,148
FDIC deposit insurance				6,610		7,181		20,445		18,891
Other real estate owned (OREO) income				(2,444)		(1,722)		(12,963)		(10,554)
Other operating expenses				55,486		33,429		120,373		93,185
Amortization of intangibles				795		783		2,481		3,089
Goodwill impairment charge				9,000		-		9,000		-
		Total operating expenses		476,095		388,168		1,284,712		1,131,881
Income before income tax				490,381		331,656		1,028,179		962,291
Income tax expense				67,986		83,542		182,677		233,466
Net Income			$	422,395	$	248,114	$	845,502	$	728,825
Net Income Applicable to Common Stock			$	422,042	$	247,761	$	844,443	$	727,766
Net Income per Common Share – Basic			$	5.71	$	3.09	$	11.09	$	8.89
Net Income per Common Share – Diluted			$	5.70	$	3.09	$	11.07	$	8.87
The accompanying notes are an integral part of these Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

		Quarters ended,				Nine months ended,
		September 30,				September 30,
(In thousands)		2022		2021		2022		2021
Net income		$	422,395	$	248,114	$	845,502	$	728,825
Other comprehensive (loss) income before tax:
Foreign currency translation adjustment			7,206		(1,265)		10,346		2,030
Adjustment of pension and postretirement benefit plans			-		-		2,030		-
Amortization of net losses of pension and postretirement benefit plans			3,911		5,187		11,733		15,566
Unrealized holding losses on debt securities arising during the period			(876,854)		(55,220)		(2,716,474)		(375,634)
	Reclassification adjustment for gains included in net income		-		(23)		-		(23)
Unrealized net gains (losses) on cash flow hedges			392		(721)		3,903		900
	Reclassification adjustment for net losses (gains) included in net income		828		1,518		(751)		1,707
Other comprehensive loss before tax			(864,517)		(50,524)		(2,689,213)		(355,454)
Income tax benefit			93,202		6,120		289,951		25,368
Total other comprehensive (loss) income, net of tax			(771,315)		(44,404)		(2,399,262)		(330,086)
Comprehensive (loss) income, net of tax		$	(348,920)	$	203,710	$	(1,553,760)	$	398,739

Tax effect allocated to each component of other comprehensive (loss) income:
		Quarters ended				Nine months ended,
		September 30,				September 30,
(In thousands)		2022		2021		2022		2021
Adjustment of pension and postretirement benefit plans		$	-	$	-	$	(761)	$	-
Amortization of net losses of pension and postretirement benefit plans			(1,467)		(1,945)		(4,401)		(5,840)
Unrealized holding losses on debt securities arising during the period			94,956		8,264		295,326		31,760
	Reclassification adjustment for gains included in net income		-		5		-		5
Unrealized net gains (losses) on cash flow hedges			23		256		(681)		(238)
	Reclassification adjustment for net losses (gains) included in net income		(310)		(460)		468		(319)
Income tax benefit		$	93,202	$	6,120	$	289,951	$	25,368
The accompanying notes are an integral part of the Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


												Accumulated
												other
		Common		Preferred				Retained		Treasury		comprehensive
(In thousands)		stock		stock		Surplus		earnings		stock		loss		Total
Balance at June 30, 2021		$	1,045	$	22,143	$	4,506,659	$	2,670,885	$	(1,290,427)	$	(95,691)	$	5,814,614
Net income									248,114						248,114
Issuance of stock			1				1,234								1,235
Dividends declared:
	Common stock^[1]								(36,306)						(36,306)
	Preferred stock								(353)						(353)
Common stock purchases^[2]							61,443				(61,707)				(264)
Stock based compensation							305				30				335
Other comprehensive loss, net of tax													(44,404)		(44,404)
Balance at September 30, 2021		$	1,046	$	22,143	$	4,569,641	$	2,882,340	$	(1,352,104)	$	(140,095)	$	5,982,971
Balance at June 30, 2022		$	1,046	$	22,143	$	4,576,478	$	3,311,951	$	(1,665,253)	$	(1,953,016)	$	4,293,349
Net income									422,395						422,395
Issuance of stock							1,550								1,550
Dividends declared:
	Common stock^[1]								(39,973)						(39,973)
	Preferred stock								(353)						(353)
Common stock purchases^[3]							74,118				(305,343)				(231,225)
Stock based compensation							362				48				410
Other comprehensive loss, net of tax													(771,315)		(771,315)
Balance at September 30, 2022		$	1,046	$	22,143	$	4,652,508	$	3,694,020	$	(1,970,548)	$	(2,724,331)	$	3,674,838
[1]	Dividends declared per common share during the quarter ended September 30, 2022 - $0.55 (2021 - $0.45).
[2]	During the quarter ended September 30, 2021, the Corporation completed a $350 million accelerated share repurchase transaction with respect to its common stock, which was accounted for as a treasury stock transaction. Refer to Note 18 for additional information.
[3]	During July 2022, the Corporation completed a $400 million accelerated share repurchase transaction with respect to its common stock. During August 2022, the Corporation entered into a $231 million accelerated share repurchase transaction with respect to its common stock. Both were accounted for as treasury stock transactions. Refer to Note 18 for additional information.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


												Accumulated
												other
		Common		Preferred				Retained		Treasury		comprehensive
(In thousands)		stock		stock		Surplus		earnings		stock		income (loss)		Total
Balance at December 31, 2020		$	1,045	$	22,143	$	4,571,534	$	2,260,928	$	(1,016,954)	$	189,991	$	6,028,687
Net income									728,825						728,825
Issuance of stock			1				3,460								3,461
Dividends declared:
	Common stock^[1]								(106,354)						(106,354)
	Preferred stock								(1,059)						(1,059)
Common stock purchases^[2]							(8,557)				(347,014)				(355,571)
Stock based compensation							3,204				11,864				15,068
Other comprehensive loss, net of tax													(330,086)		(330,086)
Balance at September 30, 2021		$	1,046	$	22,143	$	4,569,641	$	2,882,340	$	(1,352,104)	$	(140,095)	$	5,982,971
Balance at December 31, 2021		$	1,046	$	22,143	$	4,650,182	$	2,973,745	$	(1,352,650)	$	(325,069)	$	5,969,397
Net income									845,502						845,502
Issuance of stock							4,285								4,285
Dividends declared:
	Common stock^[1]								(124,168)						(124,168)
	Preferred stock								(1,059)						(1,059)
Common stock purchases^[3]							(5,882)				(631,638)				(637,520)
Stock based compensation							3,923				13,740				17,663
Other comprehensive loss, net of tax													(2,399,262)		(2,399,262)
Balance at September 30, 2022		$	1,046	$	22,143	$	4,652,508	$	3,694,020	$	(1,970,548)	$	(2,724,331)	$	3,674,838
[1]	Dividends declared per common share during the nine months ended September 30, 2022 - $1.65 (2021 - $1.30).
[2]	During the nine months ended September 30, 2021, the Corporation entered into a $350 million accelerated share repurchase transaction with respect to its common stock, which was accounted for as a treasury stock transaction. Refer to Note 18 for additional information.
[3]	During the nine months ended September 30, 2022, the Corporation completed a $400 million accelerated share repurchase transaction with respect to its common stock and entered into an additional $231 million accelerated share repurchase transaction with respect to its common stock. Both were accounted for as a treasury stock transaction. Refer to Note 18 for additional information.

		For the period ended
		September 30,	September 30,
Disclosure of changes in number of shares:		2022	2021
Preferred Stock:
	Balance at beginning and end of period	885,726	885,726
Common Stock – Issued:
	Balance at beginning of period	104,579,334	104,508,290
	Issuance of stock	55,571	54,643
	Balance at end of period	104,634,905	104,562,933
	Treasury stock	(31,961,561)	(24,721,369)
Common Stock – Outstanding		72,673,344	79,841,564

The accompanying notes are an integral part of these Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



			Nine months ended September 30,
(In thousands)				2022		2021
Cash flows from operating activities:
Net income			$	845,502	$	728,825
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for credit losses (benefit)			33,499		(160,414)
	Goodwill impairment losses			9,000		-
	Amortization of intangibles			2,481		3,089
	Depreciation and amortization of premises and equipment			41,207		41,416
	Net accretion of discounts and amortization of premiums and deferred fees			39,142		(21,773)
	Interest capitalized on loans subject to the temporary payment moratorium or loss mitigation alternatives			(9,249)		(12,735)
	Share-based compensation			14,822		16,186
	Impairment losses on right-of-use and long-lived assets			688		303
	Fair value adjustments on mortgage servicing rights			(2,776)		11,706
	Fair value adjustment for contingent consideration			(9,241)
	Adjustments to indemnity reserves on loans sold			(1,140)		(3,008)
	Earnings from investments under the equity method, net of dividends or distributions			(22,011)		(39,135)
	Deferred income tax expense			50,460		198,110
	(Gain) loss on:
		Disposition of premises and equipment and other productive assets		(7,221)		(18,292)
		Sale of debt securities		-		(23)
		Sale of loans, including valuation adjustments on loans held-for-sale and mortgage banking activities		374		(16,183)
		Disposition of stock as part of the Evertec Transactions		(240,412)		-
		Sale of foreclosed assets, including write-downs		(24,339)		(23,622)
	Acquisitions of loans held-for-sale			(118,368)		(191,591)
	Proceeds from sale of loans held-for-sale			51,468		73,362
	Net originations on loans held-for-sale			(191,570)		(413,258)
	Net decrease (increase) in:
		Trading debt securities		338,166		535,835
		Equity securities		3,633		(1,621)
		Accrued income receivable		(21,236)		8,584
		Other assets		46,812		2,379
	Net decrease in:
		Interest payable		(4,936)		(10,483)
		Pension and other postretirement benefits obligation		(2,252)		(3,078)
		Other liabilities		(9,095)		(6,605)
Total adjustments				(32,094)		(30,851)
Net cash provided by operating activities				813,408		697,974
Cash flows from investing activities:
	Net decrease (increase) in money market investments			13,562,791		(5,884,981)
	Purchases of investment securities:
		Available-for-sale		(18,142,424)		(12,117,969)
		Held-to-maturity		(1,879,443)		-
		Equity		(34,029)		(11,648)
	Proceeds from calls, paydowns, maturities and redemptions of investment securities:
		Available-for-sale		12,066,879		7,903,982
		Held-to-maturity		9,185		8,869
	Proceeds from sale of investment securities:
		Available-for-sale		-		235,992
		Equity		34,450		2,688
	Net (disbursements) repayments on loans			(1,762,828)		680,937
	Proceeds from sale of loans			56,611		99,680
	Acquisition of loan portfolios			(580,625)		(213,804)
	Payments to acquire other intangible assets			-		(1,185)
	Return of capital from equity method investments			-		3,616
	Payments to acquire equity method investments			(1,625)		-
	Proceeds from Evertec Stock Sale			219,883		-
	Acquisition of premises and equipment			(67,887)		(50,809)
	Proceeds from sale of:
		Premises and equipment and other productive assets		8,963		19,874
		Foreclosed assets		75,719		69,456
Net cash provided by (used in) investing activities				3,565,620		(9,255,302)

Cash flows from financing activities:
	Net (decrease) increase in:
		Deposits		(2,177,088)		9,148,635
		Assets sold under agreements to repurchase		70,847		(34,833)
		Other short-term borrowings		175,000		-
	Payments of notes payable			(101,000)		(49,009)
	Principal payments of finance leases			(2,363)		(2,262)
	Proceeds from issuance of common stock			4,285		3,461
	Dividends paid			(121,190)		(104,808)
	Payments for repurchase of common stock			(631,749)		(350,521)
	Payments related to tax withholding for share-based compensation			(5,771)		(5,050)
Net cash (used in) provided by financing activities				(2,789,029)		8,605,613
Net increase in cash and due from banks, and restricted cash				1,589,999		48,285
Cash and due from banks, and restricted cash at beginning of period				434,512		497,094
Cash and due from banks, and restricted cash at the end of the period			$	2,024,511	$	545,379
The accompanying notes are an integral part of these Consolidated Financial Statements.

Notes to Consolidated Financial

Statements (Unaudited)

Note 1 -	Nature of operations	14
Note 2 -	Basis of presentation	15
Note 3 -	New accounting pronouncements	16
Note 4 -	Business Combination	18
Note 5 -	Restrictions on cash and due from banks and certain securities	20
Note 6 -	Debt securities available-for-sale	21
Note 7 -	Debt securities held-to-maturity	24
Note 8 -	Loans	27
Note 9 -	Allowance for credit losses – loans held-in-portfolio	36
Note 10 -	Mortgage banking activities	61
Note 11 -	Transfers of financial assets and mortgage servicing assets	62
Note 12 -	Other real estate owned	66
Note 13 -	Other assets	67
Note 14 -	Goodwill and other intangible assets	68
Note 15 -	Deposits	72
Note 16 -	Borrowings	73
Note 17 -	Other liabilities	75
Note 18 -	Stockholders’ equity	76
Note 19 -	Other comprehensive loss	77
Note 20 -	Guarantees	79
Note 21 -	Commitments and contingencies	81
Note 22-	Non-consolidated variable interest entities	89
Note 23 -	Related party transactions	91
Note 24 -	Fair value measurement	94
Note 25 -	Fair value of financial instruments	101
Note 26 -	Net income per common share	104
Note 27 -	Revenue from contracts with customers	105
Note 28 -	Leases	107
Note 29 -	Pension and postretirement benefits	109
Note 30 -	Stock-based compensation	110
Note 31 -	Income taxes	113
Note 32 -	Supplemental disclosure on the consolidated statements of cash flows	117
Note 33 -	Segment reporting	118
Note 34 -	Subsequent events	122

Note 1 – Nature of operations

Popular, Inc. (the “Corporation” or “Popular”) 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 mainland United States (“U.S.”) and the U.S. and British Virgin Islands. In Puerto Rico, the Corporation provides retail, mortgage, and commercial banking services, through its principal banking subsidiary, Banco Popular de Puerto Rico (“BPPR”), as well as investment banking, broker-dealer, auto and equipment leasing and financing, and insurance services through specialized subsidiaries. In the mainland U.S., the Corporation provides retail, mortgage and commercial banking services through its New York-chartered banking subsidiary, Popular Bank (“PB” or “Popular U.S.”), which has branches located in New York, New Jersey and Florida, and equipment leasing and financing services through a wholly-owned subsidiary of PB.

Note 2 – Basis of Presentation

Basis of Presentation

The consolidated interim financial statements have been prepared without audit. The Consolidated Statement of Financial Condition data at December 31, 2021 was derived from audited financial statements. The unaudited interim 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.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements should be read in conjunction with the audited Consolidated Financial Statements of the Corporation for the year ended December 31, 2021, included in the Corporation’s 2021 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.

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 liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3 - New accounting pronouncements


Recently Adopted Accounting Standards Updates

Standard	Description	Date of adoption	Effect on the financial statements
FASB ASU 2021-05, Leases (Topic 842), Lessors – Certain Leases with Variable Lease Payments	The FASB issued ASU 2021-05 in July 2021, which amends ASC Topic 842 so that lessors can classify as operating leases those leases with variable lease payments that, prior to these amendments, would have been classified as a sales-type or direct financing lease and at inception a loss would have been recognized.	January 1, 2022	The Corporation was not impacted by the adoption of ASU 2021-05 during the first quarter of 2022 since it does not hold direct financing leases with variable lease payments.
FASB ASU 2021-04, Earnings per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)	The FASB issued ASU 2021-04 in May 2021, which clarifies the accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after a modification or exchange and the related EPS effects of such transaction if recognized as an adjustment to equity.	January 1, 2022	The Corporation was not impacted by the adoption of ASU 2021-04 during the first quarter of 2022 since it does not hold freestanding equity-classified written call options under the scope of this guidance.
FASB ASU 2020-06, Debt – Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity	The FASB issued ASU 2020-06 in August 2020 which, among other things, simplifies the accounting for convertible instruments and contracts in an entity’s own equity and amends the diluted EPS computation for these instruments.	January 1, 2022	The Corporation adopted ASU 2020-06 during the first quarter of 2022. There was no material impact upon the adoption in the analysis of the accelerated share repurchase transaction discussed in Note 17, which was classified as an equity instrument and the related potential shares were considered in its dilutive earnings per share calculation.


Accounting Standards Updates Not Yet Adopted

Standard	Description	Date of adoption	Effect on the financial statements
FASB ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) Disclosure of Supplier Finance Program Obligations	The FASB issued ASU 2022-04 in September 2022, which requires to disclose information about the use of supplier finance programs in connection with the purchase of goods and services.	January 1, 2023	The Corporation is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements’ presentation and disclosures.
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.	January 1, 2024	The Corporation does not anticipate that the adoption of this accounting pronouncement will have a material effect in its consolidated statement of financial condition and results of operations.
FASB ASU 2022-02, Financial Instruments—Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures	The FASB issued ASU 2022-02 in March 2022, which eliminates the accounting guidance for troubled debt restructurings (“TDRs”) in Subtopic 310-40 Receivables—Troubled Debt Restructurings by Creditors and requires to apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuation of an existing loan. In addition, the ASU enhances the disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty and enhances the vintage disclosure by requiring to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases.	January 1, 2023	The Corporation is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements’ presentation and disclosures. The Corporation plans to adopt ASU 2022-02 on January 1, 2023 using a modified retrospective approach. Accordingly, any change in the allowance for credit losses would be reflected as a cumulative-effect adjustment to the beginning balance of retained earning in the period of adoption.
FASB ASU 2022-01, Derivatives and Hedging (Topic 815) – Fair Value Hedging—Portfolio Layer Method	The FASB issued ASU 2022-01 in March 2022, which amends ASC Topic 815 by allowing non prepayable financial assets also to be included in a closed portfolio hedged using the portfolio layer method. This amendment permits an entity to apply fair value hedging to a stated amount of a closed portfolio of prepayable and non-prepayable financial assets without considering prepayment risk or credit risk when measuring those assets.	January 1, 2023	The Corporation does not expect to be impacted by the adoption of this standard since it does not hold derivatives designated as fair value hedges.

For other recently issued Accounting Standards Updates not yet effective, refer to Note 3 to the Consolidated Financial Statements included in the 2021 Form 10-K.

Note 4 – Business combination

On July 1, 2022, BPPR completed its previously announced acquisition of certain assets used by Evertec Group, LLC (“Evertec Group”), a wholly owned subsidiary of Evertec, Inc. (“Evertec”), to service certain BPPR channels (“Business Acquisition Transaction”).

As a result of the closing of the Business Acquisition Transaction, BPPR acquired from Evertec Group certain critical channels, including BPPR’s retail and business digital banking and commercial cash management applications. In connection with the Business Acquisition Transaction, BPPR also entered into amended and restated service agreements with Evertec Group pursuant to which Evertec Group will continue to provide various information technology and transaction processing services to Popular, BPPR and their respective subsidiaries.

Under the amended service agreements, Evertec Group no longer has exclusive rights to provide certain of Popular’s technology services. The amended service agreements include discounted pricing and lowered caps on contractual pricing escalators tied to the Consumer Price Index. As part of the transaction, BPPR and Evertec also entered into a revenue sharing structure for BPPR in connection with its merchant acquiring relationship with Evertec. Under the terms of the amended and restated Master Servicing Agreement (“MSA”), Evertec will be entitled to receive monthly payments from the Corporation to the extent that Evertec’s revenues, covered under the MSA, fall below certain agreed annualized minimum amounts.

As consideration for the Business Acquisition Transaction, BPPR delivered to Evertec Group 4,589,169 shares of Evertec common stock valued at closing at $169.2 million (based on Evertec’s stock price on June 30, 2022 of $36.88). A total of $144.8 million of the consideration for the transaction was attributed to the acquisition of the critical channels of which $28.7 million were attributed to Software Intangible Assets and $116.1 million were attributed to goodwill. The transaction was accounted for as a business combination. The remaining $24.2 million was attributed to the renegotiation of the MSA with Evertec and was recorded as an expense. The Corporation also recorded a credit of $6.9 million in Evertec billings under the MSA during the third quarter of 2022 as a result of the Business Acquisition Transaction, resulting in a net expense charge for the quarter of $17.3 million.

On August 15, 2022, the Corporation completed the sale of its remaining 7,065,634 shares of common stock of Evertec (the “Evertec Stock Sale”, and collectively with the Business Acquisition Transaction, the “Evertec Transactions”). Following the Evertec Stock Sale, Popular no longer owns any Evertec common stock. The impact of the gain on the sale of Evertec shares used as consideration for the Business Acquisition Transaction in exchange for the acquired applications on July 1, 2022 and the net expense associated with the renegotiation of the MSA, together with the Evertec Stock Sale and the related accounting adjustments of the Evertec Transactions, resulted in an aggregate after-tax gain of $226.6 million, recorded during the third quarter of 2022.

The following table presents the fair values of the consideration and major classes of identifiable assets acquired by BPPR as of July 1, 2022.


	As recorded by
(In thousands)	Popular, Inc.
Stock consideration	$	144,785
Total consideration	$	144,785
Assets:
Developed technology - Software intangible assets	$	28,650
Total assets	$	28,650
Net assets acquired	$	28,650
Goodwill on acquisition	$	116,135

The fair value initially assigned to the assets acquired is preliminary and subject to refinement for up to one year after the closing date of the acquisition as new information relative to closing date fair value becomes available. As the Corporation finalizes its analysis, there may continue to be adjustments to the recorded carrying values, and thus the recognized goodwill may increase or decrease.

The following is a description of the methods used to determine the fair values of significant assets acquired in the Business Acquisition Transaction:

Developed technology – Software intangible assets

In order to determine the fair value of the developed technology acquired, the Corporation considered the guidance in ASC Topic 820, Fair Value Measurements. The Corporation used the cost replacement methodology and estimated the cost that would be incurred in developing the acquired technology as the assets’ fair value. In developing this estimate, the Corporation considered the historical direct costs as well as indirect costs and applied an inflation factor to arrive at what would be the current replacement cost. To this estimated cost, the Corporation applied an obsolescence factor to arrive at the estimated fair value of the acquired technology. The obsolescence factor considered the estimated remaining useful life of the acquired software, considering existing and upcoming technology changes, as well as the scalability of the system architecture for further developments. This software acquired for internal use is recorded within Other Assets in the accompanying Consolidated Financial Statements and will be amortized over its current estimated remaining useful life of 5 years.

Goodwill

The goodwill is the residual difference between the consideration transferred to Evertec and the fair value of the assets acquired, net of the liabilities assumed, if any. The entire amount of goodwill is deductible for income tax purposes pursuant to P.R. Internal Revenue Code (“IRC”) section 1033.07 over a 15-year period.

The Corporation believes that given the amount of assets acquired and the size of the operations acquired in relation to Popular’s operations, the historical results of Evertec are not material to Popular’s results, and thus no pro forma information is presented.

Note 5 - Restrictions on cash and due from banks and certain securities

BPPR is required by regulatory agencies to maintain average reserve balances with the Federal Reserve Bank of New York (the “Fed”) or other banks. Those required average reserve balances amounted to $2.8 billion at September 30, 2022 (December 31, 2021 - $2.7 billion). Cash and due from banks, as well as other highly liquid securities, are used to cover the required average reserve balances.

At September 30, 2022, the Corporation held $111 million in restricted assets in the form of funds deposited in money market accounts, debt securities available for sale and equity securities (December 31, 2021 - $50 million). The restricted assets held in debt securities available for sale and equity securities consist primarily of assets held for the Corporation’s non-qualified retirement plans and fund deposits guaranteeing possible liens or encumbrances over the title of insured properties.

Note 6 – 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 September 30, 2022 and December 31, 2021.

		At September 30, 2022
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
U.S. Treasury securities
	Within 1 year	$	7,690,995	$	382	$	34,608	$	7,656,769	2.23	%
	After 1 to 5 years		11,739,136		-		944,129		10,795,007	1.26
	After 5 to 10 years		3,531,911		-		477,765		3,054,146	1.39
Total U.S. Treasury securities			22,962,042		382		1,456,502		21,505,922	1.60
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		4,288		-		207		4,081	1.77
	After 5 to 10 years		37,695		-		2,058		35,637	1.70
	After 10 years		147,962		28		11,504		136,486	2.39
Total collateralized mortgage obligations - federal agencies			189,945		28		13,769		176,204	2.24
Mortgage-backed securities
	Within 1 year		1		-		-		1	7.16
	After 1 to 5 years		72,119		16		3,620		68,515	2.36
	After 5 to 10 years		833,972		47		67,813		766,206	2.11
	After 10 years		7,013,463		1,266		1,268,503		5,746,226	1.60
Total mortgage-backed securities			7,919,555		1,329		1,339,936		6,580,948	1.66
Other
	After 1 to 5 years		1,077		-		3		1,074	3.97
Total other			1,077		-		3		1,074	3.97
Total debt securities available-for-sale^[1]		$	31,072,619	$	1,739	$	2,810,210	$	28,264,148	1.62	%
[1]	Includes $19.6 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 $18.5 billion serve as collateral for public funds.

		At December 31, 2021
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
U.S. Treasury securities
	Within 1 year	$	1,225,558	$	13,556	$	69	$	1,239,045	2.33	%
	After 1 to 5 years		10,059,163		98,808		65,186		10,092,785	1.18
	After 5 to 10 years		4,563,265		739		36,804		4,527,200	1.22
Total U.S. Treasury securities			15,847,986		113,103		102,059		15,859,030	1.27
Obligations of U.S. Government sponsored entities
	Within 1 year		70		-		-		70	5.63
Total obligations of U.S. Government sponsored entities			70		-		-		70	5.63
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		2,433		42		-		2,475	2.16
	After 5 to 10 years		43,241		295		6		43,530	1.54
	After 10 years		172,176		3,441		357		175,260	2.13
Total collateralized mortgage obligations - federal agencies			217,850		3,778		363		221,265	2.01
Mortgage-backed securities
	Within 1 year		11		1		-		12	4.79
	After 1 to 5 years		65,749		2,380		11		68,118	2.23
	After 5 to 10 years		665,600		17,998		5		683,593	1.97
	After 10 years		8,263,835		68,128		195,910		8,136,053	1.67
Total mortgage-backed securities			8,995,195		88,507		195,926		8,887,776	1.69
Other
	After 1 to 5 years		123		5		-		128	3.62
Total other			123		5		-		128	3.62
Total debt securities available-for-sale^[1]		$	25,061,224	$	205,393	$	298,348	$	24,968,269	1.42	%
[1]	Includes $22.0 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 $20.9 billion serve as collateral for public funds.

The weighted average yield on debt securities available-for-sale is based on amortized cost; therefore, it does not give effect to changes in fair value.

Securities not due on a single contractual maturity date, such as mortgage-backed securities and collateralized mortgage obligations, are classified based on the period of final contractual maturity. The expected maturities of collateralized mortgage 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.

There were no debt securities available-for-sale sold during the nine months ended September 30, 2022. During the nine months ended September 30, 2021, the Corporation sold U.S. Treasury Notes. The proceeds from these sales were $236 million.

The following tables present the Corporation’s fair value and gross unrealized losses of debt securities available-for-sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2022 and December 31, 2021.

	At September 30, 2022
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses
U.S. Treasury securities	$	13,636,522	$	1,054,349	$	3,617,608	$	402,153	$	17,254,130	$	1,456,502
Collateralized mortgage obligations - federal agencies		160,914		11,468		12,509		2,301		173,423		13,769
Mortgage-backed securities		1,810,828		170,187		4,721,928		1,169,749		6,532,756		1,339,936
Other		74		3		-		-		74		3
Total debt securities available-for-sale in an unrealized loss position	$	15,608,338	$	1,236,007	$	8,352,045	$	1,574,203	$	23,960,383	$	2,810,210

	At December 31, 2021
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses
U.S. Treasury securities	$	9,590,448	$	102,059	$	-	$	-	$	9,590,448	$	102,059
Collateralized mortgage obligations - federal agencies		35,533		334		1,084		29		36,617		363
Mortgage-backed securities		5,767,556		170,614		595,051		25,312		6,362,607		195,926
Total debt securities available-for-sale in an unrealized loss position	$	15,393,537	$	273,007	$	596,135	$	25,341	$	15,989,672	$	298,348

As of September 30, 2022, the portfolio of available-for-sale debt securities reflects gross unrealized losses of approximately $2.8 billion, driven mainly by fixed-rate U.S. Treasury Securities and mortgage-backed securities, which have been impacted by a decline in fair value as a result of the rising interest rate environment. The portfolio of available-for-sale debt securities is comprised mainly of U.S Treasuries and obligations from the U.S. Government, its agencies or government sponsored entities, including FNMA, FHMLC and GNMA. As discussed in Note 2 to the Consolidated Financial Statements included in Form 10-K for the year ended December 31, 2021, these securities carry an explicit or implicit guarantee from the U.S. Government, are highly rated by major rating agencies, and have a long history of no credit losses. Accordingly, the Corporation applies a zero-credit loss assumption and no ACL for these securities has been established. In October 2022, the Corporation transferred U.S. Treasury securities with a fair value of $6.5 billion (par value of $7.4 billion) from its available-for-sale portfolio to its held-to-maturity portfolio. Refer to additional information on Note 34, Subsequent Events.

Note 7 –Debt securities held-to-maturity

The following tables present the amortized cost, allowance for credit losses, gross unrealized gains and losses, approximate fair value, weighted average yield and contractual maturities of debt securities held-to-maturity at September 30, 2022 and December 31, 2021.

		At September 30, 2022
					Allowance			Gross		Gross				Weighted
		Amortized			for Credit		Net of	unrealized		unrealized		Fair		average
(In thousands)		cost			Losses		Allowance	gains		losses		value		yield
U.S. Treasury securities
	Within 1 year	$	348,053	$	-	$	348,053	$	-	$	3,262	$	344,791	3.00	%
	After 1 to 5 years		1,533,494		-		1,533,494		-		48,605		1,484,889	2.75
Total U.S. Treasury securities			1,881,547		-		1,881,547		-		51,867		1,829,680	2.80
Obligations of Puerto Rico, States and political subdivisions
	Within 1 year		4,530		11		4,519		7		-		4,526	6.10
	After 1 to 5 years		19,105		215		18,890		149		81		18,958	4.24
	After 5 to 10 years		1,025		33		992		33		-		1,025	5.80
	After 10 years		41,519		6,951		34,568		4,947		2,130		37,385	1.41
Total obligations of Puerto Rico, States and political subdivisions			66,179		7,210		58,969		5,136		2,211		61,894	2.62
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		24		-		24		-		-		24	6.44
Total collateralized mortgage obligations - federal agencies			24		-		24		-		-		24	6.44
Securities in wholly owned statutory business trusts
	After 10 years		5,960		-		5,960		-		-		5,960	6.33
Total securities in wholly owned statutory business trusts			5,960		-		5,960		-		-		5,960	6.33
Total debt securities held-to-maturity		$	1,953,710	$	7,210	$	1,946,500	$	5,136	$	54,078	$	1,897,558	2.80	%

		At December 31, 2021
					Allowance			Gross		Gross				Weighted
		Amortized			for Credit		Net of	unrealized		unrealized		Fair		average
(In thousands)		cost			Losses		Allowance	gains		losses		value		yield
Obligations of Puerto Rico, States and political subdivisions
	Within 1 year	$	4,240	$	7	$	4,233	$	4	$	-	$	4,237	6.07	%
	After 1 to 5 years		14,395		148		14,247		149		-		14,396	6.23
	After 5 to 10 years		11,280		122		11,158		104		-		11,262	2.18
	After 10 years		43,561		7,819		35,742		11,746		-		47,488	1.50
Total obligations of Puerto Rico, States and political subdivisions			73,476		8,096		65,380		12,003		-		77,383	2.79
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		25		-		25		-		-		25	6.44
Total collateralized mortgage obligations - federal agencies			25		-		25		-		-		25	6.44
Securities in wholly owned statutory business trusts
	After 10 years		5,960		-		5,960		-		-		5,960	6.33
Total securities in wholly owned statutory business trusts			5,960		-		5,960		-		-		5,960	6.33
Total debt securities held-to-maturity		$	79,461	$	8,096	$	71,365	$	12,003	$	-	$	83,368	3.06	%

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 in its’ estimate to develop the allowance for credit losses for investment securities held-to-maturity.

As discussed in Note 2 to the Consolidated Financial Statements included in Form 10-K for the year ended December 31, 2021, 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. Accordingly, the Corporation applies a zero-credit loss assumption and no ACL for these securities has been established.

At September 30, 2022 and December 31, 2021, the “Obligations of Puerto Rico, States and political subdivisions” classified as held-to-maturity, includes securities issued by municipalities of Puerto Rico that are generally not rated by a credit rating agency. This includes $25 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 municipality (December 31, 2021 - $30 million). In the case of general obligations, they also benefit from a pledge of the full faith, credit and unlimited taxing power of the issuing municipality, which is required by law to levy property taxes in an amount sufficient for the payment of debt service on such general obligation bonds. The Corporation performs periodic credit quality reviews of these securities and internally assigns standardized credit risk ratings based on its evaluation. The Corporation considers these ratings in its estimate to develop the allowance for credit losses associated with these securities. For the definitions of the obligor risk ratings, refer to the Credit Quality section of Note 9 to the Consolidated Financial Statements.

The following presents the amortized cost basis of securities held by the Corporation issued by municipalities of Puerto Rico aggregated by the internally assigned standardized credit risk rating:


	At September 30, 2022		At December 31, 2021
(In thousands)	Securities issued by Puerto Rico municipalities
Watch	$	13,735	$	16,345
Pass		10,925		13,800
Total	$	24,660	$	30,145

At September 30, 2022, the portfolio of “Obligations of Puerto Rico, States and political subdivisions” also includes $42 million in securities issued by the Puerto Rico Housing Finance Authority (“HFA”), a government instrumentality, for which the underlying source of payment is second mortgage loans in Puerto Rico residential properties (not the government), but for which HFA, provides a guarantee in the event of default and upon the satisfaction of certain other conditions (December 31, 2021 - $43 million). These securities are not rated by a credit rating agency. The Corporation assesses the credit risk associated with these securities by evaluating the refreshed FICO scores of a representative sample of the underlying borrowers. At September 30, 2022, the average refreshed FICO score for the representative sample, comprised of 65% of the nominal value of the securities, used for the loss estimate was of 707 (compared to 64% and 704, respectively, at December 31, 2021). The loss estimates for this portfolio was based on the methodology established under CECL for similar loan obligations. The Corporation does not consider the government guarantee when estimating the credit losses associated with this portfolio.

A further deterioration of the Puerto Rico economy or of the fiscal health of the Government of Puerto Rico and/or its instrumentalities (including if any of the issuing municipalities become subject to a debt restructuring proceeding under PROMESA) could further affect the value of these securities, resulting in losses to the Corporation.

Refer to Note 21 to the Consolidated Financial Statements for additional information on the Corporation’s exposure to the Puerto Rico Government.

Delinquency status

At September 30, 2022 and December 31, 2021, 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 at September 30, 2022 and September 30, 2021:


	For the quarters ended September 30,
		2022		2021
(In thousands)	Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
Beginning balance	$	7,495	$	10,214
Provision for credit losses (benefit)		(285)		(992)
Securities charged-off		-		-
Recoveries		-		-
Ending balance	$	7,210	$	9,222

	For the nine months ended September 30,
		2022		2021
(In thousands)		Obligations of Puerto Rico, States and political subdivisions
Allowance for credit losses:
Beginning balance	$	8,096	$	10,261
Provision for credit losses (benefit)		(886)		(1,039)
Securities charged-off		-		-
Recoveries		-		-
Ending balance	$	7,210	$	9,222

The allowance for credit losses for the Obligations of Puerto Rico, States and political subdivisions includes $0.3 million for securities issued by municipalities of Puerto Rico, and $6.9 million for bonds issued by the Puerto Rico HFA, which are secured by second mortgage loans on Puerto Rico residential properties (compared to $0.3 million and $7.8 million, respectively, at December 31, 2021).

Note 8 – Loans

For a summary of the accounting policies related to loans, interest recognition and allowance for credit losses refer to Note 2 - Summary of significant accounting policies of the 2021 Form 10-K.

During the quarter and nine months ended September 30, 2022, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $66 million and $219 million, respectively, including $0.3 million and $4 million in PCD loans, respectively, and consumer loans of $135 million and $349 million, respectively. During the quarter and nine months ended September 30, 2022, the Corporation recorded purchases of $106 million and $129 million, respectively in commercial loans.

During the quarter and nine months ended September 30, 2021, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $90 million and $310 million, respectively, including $1 million and $13 million in PCD loans, respectively, and commercial loans of $41 million and $90 million, respectively.

The Corporation performed whole-loan sales involving approximately $17 million and $50 million of residential mortgage loans during the quarter and nine months ended September 30, 2022, respectively (September 30, 2021 - $31 million and $116 million, respectively). During the quarter and nine months ended September 30, 2022, the Corporation performed sales of commercial loans, including loan participations amounting to $11 million and $54 million, respectively (September 30, 2021 - $35 million and $44 million, respectively).

Also, the Corporation securitized approximately $14 million and $169 million of mortgage loans into Government National Mortgage Association (“GNMA”) mortgage-backed securities during the quarter and nine months ended September 30, 2022, respectively (September 30, 2021 - $85 million and $294 million, respectively). Furthermore, the Corporation securitized approximately $22 million and $117 million of mortgage loans into Federal National Mortgage Association (“FNMA”) mortgage-backed securities during the quarter and nine months ended September 30, 2022, respectively (September 30, 2021 - $76 million and $235 million, respectively). Also, the Corporation securitized approximately $9 million of mortgage loans into Federal Home Loan Mortgage Corporation (“FHLMC”) mortgage-backed securities during the nine months ended September 30, 2022 (September 30, 2021 - $4 million and $18 million for the quarter and nine months ended).

Delinquency status

The following tables present the amortized cost basis of loans held-in-portfolio (“HIP”), net of unearned income, by past due status, and by loan class including those that are in non-performing status or that are accruing interest but are past due 90 days or more at September 30, 2022 and December 31, 2021.

September 30, 2022
Puerto Rico

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP		loans		loans
Commercial multi-family		$	546	$	-	$	251	$	797	$	276,521	$	277,318	$	251	$	-
Commercial real estate:
	Non-owner occupied		3,005		789		21,443		25,237		2,820,803		2,846,040		21,443		-
	Owner occupied		10,992		7,834		28,379		47,205		1,540,932		1,588,137		28,379		-
Commercial and industrial			7,105		1,139		38,003		46,247		3,547,841		3,594,088		37,375		628
Construction			-		1,087		-		1,087		210,480		211,567		-		-
Mortgage			237,316		89,802		581,378		908,496		5,147,347		6,055,843		252,773		328,605
Leasing			14,487		2,740		5,697		22,924		1,515,580		1,538,504		5,697		-
Consumer:
	Credit cards		7,268		4,481		10,361		22,110		966,406		988,516		-		10,361
	Home equity lines of credit		-		-		-		-		2,957		2,957		-		-
	Personal		13,725		7,348		18,137		39,210		1,478,746		1,517,956		18,117		20
	Auto		71,230		21,852		34,432		127,514		3,401,390		3,528,904		34,432		-
	Other		708		768		12,025		13,501		124,950		138,451		11,748		277
Total		$	366,382	$	137,840	$	750,106	$	1,254,328	$	21,033,953	$	22,288,281	$	410,215	$	339,891

September 30, 2022
Popular U.S.

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP		loans		loans
Commercial multi-family		$	-	$	-	$	-	$	-	$	1,926,791	$	1,926,791	$	-	$	-
Commercial real estate:
	Non-owner occupied		-		136		10,631		10,767		1,660,668		1,671,435		10,631		-
	Owner occupied		-		5,106		606		5,712		1,472,699		1,478,411		606		-
Commercial and industrial			924		2,144		5,803		8,871		1,975,768		1,984,639		5,191		612
Construction			-		-		-		-		604,723		604,723		-		-
Mortgage			1,501		4,558		21,533		27,592		1,228,278		1,255,870		21,533		-
Consumer:
	Credit cards		-		-		-		-		34		34		-		-
	Home equity lines of credit		256		577		3,970		4,803		65,036		69,839		3,970		-
	Personal		1,495		1,529		1,261		4,285		233,780		238,065		1,261		-
	Other		704		-		12		716		4,384		5,100		12		-
Total		$	4,880	$	14,050	$	43,816	$	62,746	$	9,172,161	$	9,234,907	$	43,204	$	612

September 30, 2022
Popular, Inc.

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP^{[2] [3]}		loans		loans
Commercial multi-family		$	546	$	-	$	251	$	797	$	2,203,312	$	2,204,109	$	251	$	-
Commercial real estate:
	Non-owner occupied		3,005		925		32,074		36,004		4,481,471		4,517,475		32,074		-
	Owner occupied		10,992		12,940		28,985		52,917		3,013,631		3,066,548		28,985		-
Commercial and industrial			8,029		3,283		43,806		55,118		5,523,609		5,578,727		42,566		1,240
Construction			-		1,087		-		1,087		815,203		816,290		-		-
Mortgage^[1]			238,817		94,360		602,911		936,088		6,375,625		7,311,713		274,306		328,605
Leasing			14,487		2,740		5,697		22,924		1,515,580		1,538,504		5,697		-
Consumer:
	Credit cards		7,268		4,481		10,361		22,110		966,440		988,550		-		10,361
	Home equity lines of credit		256		577		3,970		4,803		67,993		72,796		3,970		-
	Personal		15,220		8,877		19,398		43,495		1,712,526		1,756,021		19,378		20
	Auto		71,230		21,852		34,432		127,514		3,401,390		3,528,904		34,432		-
	Other		1,412		768		12,037		14,217		129,334		143,551		11,760		277
Total		$	371,262	$	151,890	$	793,922	$	1,317,074	$	30,206,114	$	31,523,188	$	453,419	$	340,503

[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. The balance of these loans includes $9 million at September 30, 2022 related to the rebooking of loans previously pooled into GNMA securities, in which the Corporation had a buy-back option as further described below. Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to repurchases option are required to be reflected (rebooked) on the financial statements of BPPR with an offsetting liability. These balances include $198 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of September 30, 2022. Furthermore, the Corporation has approximately $42 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 $283 million in unearned income and exclude $8 million in loans held-for-sale.
[3]	Includes $7.2 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $3.0 billion were pledged at the Federal Home Loan Bank ("FHLB") as collateral for borrowings and $1.9 billion at the Federal Reserve Bank ("FRB") for discount window borrowings and $2.3 billion serve as collateral for public funds.

December 31, 2021
Puerto Rico

			Past due											Past due 90 days or more
			30-59		60-89		90 days	Total						Non-accrual			Accruing
(In thousands)			days		days		or more	past due		Current		Loans HIP		loans		loans
Commercial multi-family		$	314	$	-	$	272	$	586	$	154,183	$	154,769	$	272	$	-
Commercial real estate:
	Non-owner occupied		2,399		136		20,716		23,251		2,266,672		2,289,923		20,716		-
	Owner occupied		3,329		278		54,335		57,942		1,365,787		1,423,729		54,335		-
Commercial and industrial			3,438		1,727		45,242		50,407		3,478,041		3,528,448		44,724		518
Construction			-		-		485		485		86,626		87,111		485		-
Mortgage			217,830		81,754		805,245		1,104,829		5,147,037		6,251,866		333,887		471,358
Leasing			9,240		2,037		3,102		14,379		1,366,940		1,381,319		3,102		-
Consumer:
	Credit cards		5,768		3,520		8,577		17,865		901,986		919,851		-		8,577
	Home equity lines of credit		46		-		23		69		3,502		3,571		-		23
	Personal		10,027		6,072		21,235		37,334		1,250,726		1,288,060		21,235		-
	Auto		59,128		15,019		23,085		97,232		3,314,955		3,412,187		23,085		-
	Other		432		714		12,621		13,767		110,781		124,548		12,448		173
Total		$	311,951	$	111,257	$	994,938	$	1,418,146	$	19,447,236	$	20,865,382	$	514,289	$	480,649

December 31, 2021
Popular U.S.

			Past due											Past due 90 days or more
			30-59		60-89		90 days		Total					Non-accrual			Accruing
(In thousands)			days		days		or more		past due		Current		Loans HIP	loans		loans
Commercial multi-family		$	3,826	$	-	$	-	$	3,826	$	1,804,035	$	1,807,861	$	-	$	-
Commercial real estate:
	Non-owner occupied		5,721		683		622		7,026		2,316,441		2,323,467		622		-
	Owner occupied		1,095		-		1,013		2,108		392,265		394,373		1,013		-
Commercial and industrial			9,410		2,680		4,015		16,105		1,794,026		1,810,131		3,897		118
Construction			-		-		-		-		629,109		629,109		-		-
Mortgage			11,711		2,573		21,969		36,253		1,139,077		1,175,330		21,969		-
Consumer:
	Credit cards		-		-		-		-		10		10		-		-
	Home equity lines of credit		71		34		5,406		5,511		69,780		75,291		5,406		-
	Personal		863		574		681		2,118		152,827		154,945		681		-
	Other		-		-		-		-		4,658		4,658		-		-
Total		$	32,697	$	6,544	$	33,706	$	72,947	$	8,302,228	$	8,375,175	$	33,588	$	118

December 31, 2021
Popular, Inc.

			Past due											Past due 90 days or more
			30-59		60-89		90 days		Total					Non-accrual			Accruing
(In thousands)			days		days		or more		past due	Current		Loans HIP^{[2] [3]}		loans		loans
Commercial multi-family		$	4,140	$	-	$	272	$	4,412	$	1,958,218	$	1,962,630	$	272	$	-
Commercial real estate:
	Non-owner occupied		8,120		819		21,338		30,277		4,583,113		4,613,390		21,338		-
	Owner occupied		4,424		278		55,348		60,050		1,758,052		1,818,102		55,348		-
Commercial and industrial			12,848		4,407		49,257		66,512		5,272,067		5,338,579		48,621		636
Construction			-		-		485		485		715,735		716,220		485		-
Mortgage^[1]			229,541		84,327		827,214		1,141,082		6,286,114		7,427,196		355,856		471,358
Leasing			9,240		2,037		3,102		14,379		1,366,940		1,381,319		3,102		-
Consumer:
	Credit cards		5,768		3,520		8,577		17,865		901,996		919,861		-		8,577
	Home equity lines of credit		117		34		5,429		5,580		73,282		78,862		5,406		23
	Personal		10,890		6,646		21,916		39,452		1,403,553		1,443,005		21,916		-
	Auto		59,128		15,019		23,085		97,232		3,314,955		3,412,187		23,085		-
	Other		432		714		12,621		13,767		115,439		129,206		12,448		173
Total		$	344,648	$	117,801	$	1,028,644	$	1,491,093	$	27,749,464	$	29,240,557	$	547,877	$	480,767

[1]	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. The balance of these loans includes $13 million at December 31, 2021 related to the rebooking of loans previously pooled into GNMA securities, in which the Corporation had a buy-back option as further described below. Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to repurchases option are required to be reflected (rebooked) on the financial statements of BPPR with an offsetting liability. These balances include $304 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of December 31, 2021. Furthermore, the Corporation has approximately $50 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 $266 million in unearned income and exclude $59 million in loans held-for-sale.
[3]	Includes $6.6 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $3.2 billion were pledged at the FHLB as collateral for borrowings and $1.7 billion at the FRB for discount window borrowings and $1.7 billion serve as collateral for public funds.

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 VA when 15 months delinquent as to principal or interest, since the principal repayment on these loans is insured.

At September 30, 2022, mortgage loans held-in-portfolio include $1.9 billion (December 31, 2021 - $1.9 billion) of loans insured by the FHA, or guaranteed by the VA of which $0.3 billion (December 31, 2021 - $0.5 billion) are 90 days or more past due. These balances include $725 million in loans modified under a TDR (December 31, 2021 - $716 million), that are presented as accruing loans. The portfolio of guaranteed loans includes $198 million of residential mortgage loans in Puerto Rico that are no longer accruing interest as of September 30, 2022 (December 31, 2021 - $304 million). The Corporation has approximately $42 million in reverse mortgage loans in Puerto Rico which are guaranteed by FHA, but which are currently not accruing interest at September 30, 2022 (December 31, 2021 - $50 million).

Loans with a delinquency status of 90 days past due as of September 30, 2022 include $9 million in loans previously pooled into GNMA securities (December 31, 2021 - $13 million). Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements of BPPR with an offsetting liability. Loans in our serviced GNMA portfolio benefit from payment forbearance programs but continue to reflect the contractual delinquency until the borrower repays deferred payments or completes a payment deferral modification or other borrower assistance alternative.

The following tables present the amortized cost basis of non-accrual loans as of September 30, 2022 and December 31, 2021 by class of loans:

September 30, 2022
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Non-accrual with no allowance		Non-accrual with allowance		Non-accrual with no allowance		Non-accrual with allowance		Non-accrual with no allowance		Non-accrual with allowance
Commercial multi-family	$	-	$	251	$	-	$	-	$	-	$	251
Commercial real estate non-owner occupied		16,931		4,512		-		10,631		16,931		15,143
Commercial real estate owner occupied		11,247		17,132		-		606		11,247		17,738
Commercial and industrial		22,844		14,531		-		5,191		22,844		19,722
Mortgage		132,300		120,473		-		21,533		132,300		142,006
Leasing		218		5,479		-		-		218		5,479
Consumer:
HELOCs		-		-		-		3,970		-		3,970
Personal		5,560		12,557		-		1,261		5,560		13,818
Auto		1,067		33,365		-		-		1,067		33,365
Other		263		11,485		-		12		263		11,497
Total	$	190,430	$	219,785	$	-	$	43,204	$	190,430	$	262,989

December 31, 2021
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Non-accrual with no allowance		Non-accrual with allowance		Non-accrual with no allowance		Non-accrual with allowance		Non-accrual with no allowance		Non-accrual with allowance
Commercial multi-family	$	-	$	272	$	-	$	-	$	-	$	272
Commercial real estate non-owner occupied		15,819		4,897		-		622		15,819		5,519
Commercial real estate owner occupied		13,491		40,844		-		1,013		13,491		41,857
Commercial and industrial		30,177		14,547		-		3,897		30,177		18,444
Construction		-		485		-		-		-		485
Mortgage		169,827		164,060		29		21,940		169,856		186,000
Leasing		276		2,826		-		-		276		2,826
Consumer:
HELOCs		-		-		-		5,406		-		5,406
Personal		6,279		14,956		81		600		6,360		15,556
Auto		879		22,206		-		-		879		22,206
Other		-		12,448		-		-		-		12,448
Total	$	236,748	$	277,541	$	110	$	33,478	$	236,858	$	311,019

Loans in non-accrual status with no allowance at September 30, 2022 include $190 million in collateral dependent loans (December 31, 2021 - $237 million). The Corporation recognized $3 million in interest income on non-accrual loans during the nine months ended September 30, 2022 (September 30, 2021 - $4 million).

The Corporation has designated loans classified as collateral dependent for which the ACL is measured based on the fair value of the collateral less cost to sell, when foreclosure is probable or when the repayment is expected to be provided substantially by the sale or operation of the collateral and the borrower is experiencing financial difficulty. The fair value of 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.

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 September 30, 2022 and December 31, 2021:

		September 30, 2022
(In thousands)			Real Estate		Auto		Equipment		Accounts Receivables		Other		Total
Puerto Rico
Commercial multi-family		$	1,342	$	-	$	-	$	-	$	-	$	1,342
Commercial real estate:
	Non-owner occupied		204,407		-		-		-		-		204,407
	Owner occupied		21,571		-		-		-		-		21,571
Commercial and industrial			1,425		-		32		9,777		23,811		35,045
Mortgage			142,473		-		-		-		-		142,473
Leasing			-		814		3		-		-		817
Consumer:
	Personal		5,642		-		-		-		-		5,642
	Auto		-		9,280		-		-		-		9,280
	Other		-		-		-		-		263		263
Total Puerto Rico		$	376,860	$	10,094	$	35	$	9,777	$	24,074	$	420,840
Popular U.S.
Commercial real estate:
	Non-owner occupied		10,631		-		-		-		-		10,631
Mortgage		$	853	$	-	$	-	$	-	$	-	$	853
Total Popular U.S.		$	11,484	$	-	$	-	$	-	$	-	$	11,484
Popular, Inc.
Commercial multi-family		$	1,342	$	-	$	-	$	-	$	-	$	1,342
Commercial real estate:
	Non-owner occupied		215,038		-		-		-		-		215,038
	Owner occupied		21,571		-		-		-		-		21,571
Commercial and industrial			1,425		-		32		9,777		23,811		35,045
Mortgage			143,326		-		-		-		-		143,326
Leasing			-		814		3		-		-		817
Consumer:
	Personal		5,642		-		-		-		-		5,642
	Auto		-		9,280		-		-		-		9,280
	Other		-		-		-		-		263		263
Total Popular, Inc.		$	388,344	$	10,094	$	35	$	9,777	$	24,074	$	432,324

		December 31, 2021
(In thousands)			Real Estate		Auto		Equipment		Accounts Receivables		Other		Total
Puerto Rico
Commercial multi-family		$	1,374	$	-	$	-	$	-	$	-	$	1,374
Commercial real estate:
	Non-owner occupied		211,026		-		-		-		-		211,026
	Owner occupied		47,268		-		-		-		-		47,268
Commercial and industrial			2,650		-		680		10,675		27,893		41,898
Mortgage			179,774		-		-		-		-		179,774
Leasing			-		574		-		-		-		574
Consumer:
	Personal		6,165		-		-		-		-		6,165
	Auto		-		8,983		-		-		-		8,983
Total Puerto Rico		$	448,257	$	9,557	$	680	$	10,675	$	27,893	$	497,062
Popular U.S.
Mortgage		$	926	$	-	$	-	$	-	$	-	$	926
Total Popular U.S.		$	926	$	-	$	-	$	-	$	-	$	926
Popular, Inc.
Commercial multi-family		$	1,374	$	-	$	-	$	-	$	-	$	1,374
Commercial real estate:
	Non-owner occupied		211,026		-		-		-		-		211,026
	Owner occupied		47,268		-		-		-		-		47,268
Commercial and industrial			2,650		-		680		10,675		27,893		41,898
Mortgage			180,700		-		-		-		-		180,700
Leasing			-		574		-		-		-		574
Consumer:
	Personal		6,165		-		-		-		-		6,165
	Auto		-		8,983		-		-		-		8,983
Total Popular, Inc.		$	449,183	$	9,557	$	680	$	10,675	$	27,893	$	497,988

Purchased Credit Deteriorated (PCD) Loans

The Corporation has purchased loans during the quarter and nine months ended September 30, 2022 and 2021, 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:


(In thousands)		For the quarter ended September 30, 2022		For the nine months ended September 30, 2022
Purchase price of loans at acquisition	$	247	$	2,840
Allowance for credit losses at acquisition		59		841
Non-credit discount / (premium) at acquisition		6		131
Par value of acquired loans at acquisition	$	312	$	3,812


(In thousands)		For the quarter ended September 30, 2021		For the nine months ended September 30, 2021
Purchase price of loans at acquisition	$	1,060	$	10,044
Allowance for credit losses at acquisition		253		2,811
Non-credit discount / (premium) at acquisition		54		389
Par value of acquired loans at acquisition	$	1,367	$	13,244

Note 9 – Allowance for credit losses – loans held-in-portfolio

The Corporation follows the current expected credit loss (“CECL”) model, to establish and evaluate the adequacy of the allowance for credit losses (“ACL”) to provide for expected losses in the loan portfolio. This model establishes a forward-looking methodology that reflects the expected 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 purchased credit deteriorated (“PCD”) financial assets be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a credit loss expense. The provision for credit losses recorded in current operations is based on this methodology. Loan losses are charged and recoveries are credited to the ACL.

At September 30, 2022, the Corporation 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 subject to evaluation on a quarterly basis as part of the ACL’s governance process. The Corporation evaluates, at least on an annual basis, the assumptions tied to the CECL accounting framework. These include the reasonable and supportable period as well as the reversion window. During the third quarter of 2022, as part of its evaluation procedures, the Corporation decided to extend the reversion window from 1 year to 3 years. The extension in the reversion period results in a better representation of historical movements for key macroeconomic variables that impact the ACL. This change in assumptions contributed to a reduction of $11 million in the ACL. The reasonable and supportable period assumptions remained unchanged.

The baseline scenario assumes an annualized 2022 GDP growth of 3.1% and 1.6% for Puerto Rico and United States, respectively, compared to 2.8% for both regions in the previous quarter. The improvement in P.R.’s GDP was mainly due to updated fiscal assumptions, which include the potential impact of the Inflation Reduction Act. As for the U.S., the reduction in GDP growth was driven by updated data for the second quarter of 2022, which reflected two consecutive quarters of GDP decline. 2023 annualized GDP growth for P.R. and U.S. of 2.2% and 1.5%, respectively, compared to 2.7% for both regions in the previous quarter. The reduction in 2023 is in part due to tight monetary policy, weaker job growth and persistent inflation.

The 2022 average unemployment rate remained largely consistent with the forecast for the immediately preceding quarter, forecasted at 6.6% and 3.6% for Puerto Rico and United States, respectively, compared to 6.9% and 3.5%, respectively, in the previous forecast. For 2023 the forecasted average unemployment rate for P.R. and U.S. is 7.8% and 3.9%, slightly higher than previous quarter’s 7.6% and 3.4% for P.R. and U.S., respectively.

The following tables present the changes in the ACL of loans held-in-portfolio and unfunded commitments for the quarters and nine months ended September 30, 2022 and 2021.

For the quarter ended September 30, 2022
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	153,547	$	3,074	$	130,030	$	19,037	$	274,889	$	580,577
	Provision for credit losses (benefit)		7,078		1,181		(11,648)		2,115		29,968		28,694
	Initial allowance for credit losses - PCD Loans		-		-		59		-		-		59
	Charge-offs		(4,818)		-		(1,720)		(2,191)		(28,480)		(37,209)
	Recoveries		5,968		-		3,885		853		8,107		18,813
Ending balance		$	161,775	$	4,255	$	120,606	$	19,814	$	284,484	$	590,934
Allowance for credit losses - unfunded commitments:
Beginning balance		$	2,032	$	1,534	$	-	$	-	$	-	$	3,566
	Provision for credit losses (benefit)		868		349		-		-		-		1,217
Ending balance - unfunded commitments [1]		$	2,900	$	1,883	$	-	$	-	$	-	$	4,783
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the quarter ended September 30, 2022
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage			Consumer	Total
Allowance for credit losses - loans:
Beginning balance		$	56,083	$	3,839	$	18,275	$	22,976	$	101,173
	Provision for credit losses (benefit)		11,488		(1,895)		(370)		1,602		10,825
	Charge-offs		(720)		-		-		(1,623)		(2,343)
	Recoveries		1,231		-		23		1,253		2,507
Ending balance		$	68,082	$	1,944	$	17,928	$	24,208	$	112,162
Allowance for credit losses - unfunded commitments:
Beginning balance		$	1,317	$	1,961	$	-	$	60	$	3,338
	Provision for credit losses (benefit)		(201)		(650)		-		37		(814)
Ending balance - unfunded commitments [1]		$	1,116	$	1,311	$	-	$	97	$	2,524
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the quarter ended September 30, 2022
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	209,630	$	6,913	$	148,305	$	19,037	$	297,865	$	681,750
	Provision for credit losses (benefit)		18,566		(714)		(12,018)		2,115		31,570		39,519
	Initial allowance for credit losses - PCD Loans		-		-		59		-		-		59
	Charge-offs		(5,538)		-		(1,720)		(2,191)		(30,103)		(39,552)
	Recoveries		7,199		-		3,908		853		9,360		21,320
Ending balance		$	229,857	$	6,199	$	138,534	$	19,814	$	308,692	$	703,096
Allowance for credit losses - unfunded commitments:
Beginning balance		$	3,349	$	3,495	$	-	$	-	$	60	$	6,904
	Provision for credit losses (benefit)		667		(301)		-		-		37		403
Ending balance - unfunded commitments [1]		$	4,016	$	3,194	$	-	$	-	$	97	$	7,307
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2022
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	151,928	$	1,641	$	138,286	$	17,578	$	284,729	$	594,162
	Provision for credit losses (benefit)		1,055		1,803		(28,129)		3,807		46,625		25,161
	Initial allowance for credit losses - PCD Loans		-		-		841		-		-		841
	Charge-offs		(6,667)		-		(4,408)		(4,094)		(72,324)		(87,493)
	Recoveries		15,459		811		14,016		2,523		25,454		58,263
Ending balance - loans		$	161,775	$	4,255	$	120,606	$	19,814	$	284,484	$	590,934
Allowance for credit losses - unfunded commitments:
Beginning balance		$	1,751	$	2,388	$	-	$	-	$	-	$	4,139
	Provision for credit losses (benefit)		1,149		(505)		-		-		-		644
Ending balance - unfunded commitments [1]		$	2,900	$	1,883	$	-	$	-	$	-	$	4,783
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2022
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	63,877	$	4,722	$	16,192	$	16,413	$	101,204
	Provision for credit losses (benefit)		3,204		(3,910)		1,756		8,764		9,814
	Charge-offs		(1,244)		-		(68)		(4,256)		(5,568)
	Recoveries		2,245		1,132		48		3,287		6,712
Ending balance - loans		$	68,082	$	1,944	$	17,928	$	24,208	$	112,162
Allowance for credit losses - unfunded commitments:
Beginning balance		$	1,384	$	2,337	$	-	$	37	$	3,758
	Provision for credit losses (benefit)		(268)		(1,026)		-		60		(1,234)
Ending balance - unfunded commitments [1]		$	1,116	$	1,311	$	-	$	97	$	2,524
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2022
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	215,805	$	6,363	$	154,478	$	17,578	$	301,142	$	695,366
	Provision for credit losses (benefit)		4,259		(2,107)		(26,373)		3,807		55,389		34,975
	Initial allowance for credit losses - PCD Loans		-		-		841		-		-		841
	Charge-offs		(7,911)		-		(4,476)		(4,094)		(76,580)		(93,061)
	Recoveries		17,704		1,943		14,064		2,523		28,741		64,975
Ending balance - loans		$	229,857	$	6,199	$	138,534	$	19,814	$	308,692	$	703,096
Allowance for credit losses - unfunded commitments:
Beginning balance		$	3,135	$	4,725	$	-	$	-	$	37	$	7,897
	Provision for credit losses (benefit)		881		(1,531)		-		-		60		(590)
Ending balance - unfunded commitments [1]		$	4,016	$	3,194	$	-	$	-	$	97	$	7,307
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the quarter ended September 30, 2021
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	186,784	$	1,220	$	166,808	$	17,551	$	289,490	$	661,853
	Provision for credit losses (benefit)		(13,923)		(1,532)		(14,110)		(5,613)		(814)		(35,992)
	Initial allowance for credit losses - PCD Loans		-		-		253		-		-		253
	Charge-offs		(9,481)		(1)		(1,157)		(1,054)		(18,211)		(29,904)
	Recoveries		5,124		2,224		3,268		750		9,202		20,568
Ending balance		$	168,504	$	1,911	$	155,062	$	11,634	$	279,667	$	616,778
Allowance for credit losses - unfunded commitments:
Beginning balance		$	3,252	$	1,405	$	-	$	-	$	-	$	4,657
	Provision for credit losses		(915)		663		-		-		-		(252)
Ending balance - unfunded commitments [1]		$	2,337	$	2,068	$	-	$	-	$	-	$	4,405
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the quarter ended September 30, 2021
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	84,360	$	10,036	$	15,811	$	13,730	$	123,937
	Provision for credit losses (benefit)		(18,513)		(2,097)		(543)		(1,500)		(22,653)
	Charge-offs		(24)		-		(2)		(1,637)		(1,663)
	Recoveries		487		-		50		1,639		2,176
Ending balance - loans		$	66,310	$	7,939	$	15,316	$	12,232	$	101,797
Allowance for credit losses - unfunded commitments:
Beginning balance		$	1,559	$	3,672	$	-	$	48	$	5,279
	Provision for credit losses		(405)		(866)		-		(13)		(1,284)
Ending balance - unfunded commitments [1]		$	1,154	$	2,806	$	-	$	35	$	3,995
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statement of Financial Condition.

For the quarter ended September 30, 2021
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	271,144	$	11,256	$	182,619	$	17,551	$	303,220	$	785,790
	Provision for credit losses (benefit)		(32,436)		(3,629)		(14,653)		(5,613)		(2,314)		(58,645)
	Initial allowance for credit losses - PCD Loans		-		-		253		-		-		253
	Charge-offs		(9,505)		(1)		(1,159)		(1,054)		(19,848)		(31,567)
	Recoveries		5,611		2,224		3,318		750		10,841		22,744
Ending balance		$	234,814	$	9,850	$	170,378	$	11,634	$	291,899	$	718,575
Allowance for credit losses - loans:
Beginning balance		$	4,811	$	5,077	$	-	$	-	$	48	$	9,936
	Provision for credit losses		(1,320)		(203)		-		-		(13)		(1,536)
Ending balance - unfunded commitments [1]		$	3,491	$	4,874	$	-	$	-	$	35	$	8,400
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2021
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	225,323	$	4,871	$	195,557	$	16,863	$	297,136	$	739,750
	Provision for credit losses (benefit)		(63,773)		255		(36,179)		(4,414)		5,655		(98,456)
	Initial allowance for credit losses - PCD Loans		-		-		2,811		-		-		2,811
	Charge-offs		(14,399)		(6,620)		(16,585)		(3,247)		(59,606)		(100,457)
	Recoveries		21,353		3,405		9,458		2,432		36,482		73,130
Ending balance - loans		$	168,504	$	1,911	$	155,062	$	11,634	$	279,667	$	616,778
Allowance for credit losses - unfunded commitments:
Beginning balance		$	4,913	$	4,610	$	-	$	-	$	-	$	9,523
	Provision for credit losses (benefit)		(2,576)		(2,542)		-		-		-		(5,118)
Ending balance - unfunded commitments [1]		$	2,337	$	2,068	$	-	$	-	$	-	$	4,405
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2021
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	108,057	$	9,366	$	20,159	$	18,918	$	156,500
	Provision for credit losses (benefit)		(42,607)		(1,334)		(5,394)		(4,133)		(53,468)
	Charge-offs		(1,097)		(523)		(3)		(7,267)		(8,890)
	Recoveries		1,957		430		554		4,714		7,655
Ending balance - loans		$	66,310	$	7,939	$	15,316	$	12,232	$	101,797
Allowance for credit losses - unfunded commitments:
Beginning balance		$	1,753	$	4,469	$	-	$	106	$	6,328
	Provision for credit losses (benefit)		(599)		(1,663)		-		(71)		(2,333)
Ending balance - unfunded commitments [1]		$	1,154	$	2,806	$	-	$	35	$	3,995
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

For the nine months ended September 30, 2021
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses - loans:
Beginning balance		$	333,380	$	14,237	$	215,716	$	16,863	$	316,054	$	896,250
	Provision for credit losses (benefit)		(106,380)		(1,079)		(41,573)		(4,414)		1,522		(151,924)
	Initial allowance for credit losses - PCD Loans		-		-		2,811		-		-		2,811
	Charge-offs		(15,496)		(7,143)		(16,588)		(3,247)		(66,873)		(109,347)
	Recoveries		23,310		3,835		10,012		2,432		41,196		80,785
Ending balance - loans		$	234,814	$	9,850	$	170,378	$	11,634	$	291,899	$	718,575
Allowance for credit losses - unfunded commitments:
Beginning balance		$	6,666	$	9,079	$	-	$	-	$	106	$	15,851
	Provision for credit losses (benefit)		(3,175)		(4,205)		-		-		(71)		(7,451)
Ending balance - unfunded commitments [1]		$	3,491	$	4,874	$	-	$	-	$	35	$	8,400
[1]	Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

Modifications

A modification of a loan constitutes a troubled debt restructuring when a borrower is experiencing financial difficulty and the modification constitutes a concession. For a summary of the accounting policy related to TDRs, refer to the Summary of Significant Accounting Policies included in Note 2 to the 2021 Form 10-K.

The outstanding balance of loans classified as TDRs amounted to $1.6 billion at September 30, 2022 (December 31, 2021 - $1.7 billion). The amount of outstanding commitments to lend additional funds to debtors owing loans whose terms have been modified in TDRs amounted to $9 million related to the commercial loan portfolio at September 30, 2022 (December 31, 2021 - $9 million).

The following table presents the outstanding balance of loans classified as TDRs according to their accruing status and the related allowance at September 30, 2022 and December 31, 2021.

	September 30, 2022								December 31, 2021
(In thousands)		Accruing		Non-Accruing		Total		Related Allowance		Accruing		Non-Accruing		Total		Related Allowance
Loans held-in-portfolio:
Commercial	$	266,036	$	58,516	$	324,552	$	18,932	$	261,344	$	64,744	$	326,088	$	24,736
Mortgage^[1]		1,167,237		85,764		1,253,001		59,995		1,143,204		112,509		1,255,713		61,888
Leasing		126		36		162		26		325		47		372		42
Consumer		55,149		7,776		62,925		13,877		64,093		10,556		74,649		16,124
Loans held-in-portfolio	$	1,488,548	$	152,092	$	1,640,640	$	92,830	$	1,468,966	$	187,856	$	1,656,822	$	102,790
[1] At September 30, 2022, accruing mortgage loan TDRs include $725 million guaranteed by U.S. sponsored entities at BPPR, compared to $716 million at December 31, 2021.

The following tables present the loan count by type of modification for those loans modified in a TDR during the quarters and nine months ended September 30, 2022 and 2021. Loans modified as TDRs for the U.S. operations are considered insignificant to the Corporation.

	Popular, Inc.
	For the quarter ended September 30, 2022				For the nine months ended September 30, 2022
	Reduction in interest rate	Extension of maturity date	Combination of reduction in interest rate and extension of maturity date	Other	Reduction in interest rate	Extension of maturity date	Combination of reduction in interest rate and extension of maturity date	Other
Commercial real estate non-owner occupied	-	-	2	-	-	1	2	2
Commercial real estate owner occupied	1	3	-	2	2	9	1	2
Commercial and industrial	-	3	-	-	3	8	1	11
Mortgage	2	63	210	2	6	128	715	3
Leasing	-	-	-	-	-	-	1	-
Consumer:
Credit cards	7	-	-	10	31	-	-	32
Personal	28	4	1	-	82	60	1	1
Auto	-	-	-	-	-	1	-	-
Total	38	73	213	14	124	207	721	51

	Popular, Inc.
	For the quarter ended September 30, 2021				For the nine months ended September 30, 2021
	Reduction in interest rate	Extension of maturity date	Combination of reduction in interest rate and extension of maturity date	Other	Reduction in interest rate	Extension of maturity date	Combination of reduction in interest rate and extension of maturity date	Other
Commercial multi-family	-	-	-	-	-	1	1	-
Commercial real estate non-owner occupied	-	-	1	-	-	9	1	-
Commercial real estate owner occupied	-	-	-	4	3	23	3	6
Commercial and industrial	1	2	-	8	2	10	-	14
Mortgage	13	35	455	4	35	114	1,273	4
Leasing	-	-	1	-	-	-	2	-
Consumer:
Credit cards	19	-	-	12	108	-	1	39
HELOCs	-	-	-	-	-	1	1	-
Personal	28	31	-	-	148	94	1	2
Auto	-	3	1	-	-	5	3	-
Other	-	-	-	1	6	-	-	1
Total	61	71	458	29	302	257	1,286	66

The following tables present by class, quantitative information related to loans modified as TDRs during the quarters and nine months ended September 30, 2022 and 2021.

Popular, Inc.
For the quarter ended September 30, 2022
(Dollars in thousands)	Loan count	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial real estate non-owner occupied	2	$	1,327	$	1,326	$	10
Commercial real estate owner occupied	6		2,488		2,471		(47)
Commercial and industrial	3		123		117		7
Mortgage	277		28,990		30,192		1,032
Consumer:
Credit cards	17		157		154		1
Personal	33		542		539		146
Total	338	$	33,627	$	34,799	$	1,149

Popular, Inc.
For the quarter ended September 30, 2021
(Dollars in thousands)	Loan count	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial real estate non-owner occupied	1	$	166	$	173	$	21
Commercial real estate owner occupied	4		10,878		6,812		10
Commercial and industrial	11		4,750		4,236		642
Mortgage	507		67,293		60,601		1,889
Leasing	1		8		6		1
Consumer:
Credit cards	31		265		263		4
Personal	59		756		753		122
Auto	4		107		107		44
Other	1		293		291		122
Total	619	$	84,516	$	73,242	$	2,855

Popular, Inc.
For the nine months ended September 30, 2022
(Dollars in thousands)	Loan count	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for credit losses as a result of modification
Commercial real estate non-owner occupied	5	$	4,779	$	4,777	$	15
Commercial real estate owner occupied	14		15,594		15,567		(2,120)
Commercial and industrial	23		49,625		49,425		2,067
Mortgage	852		93,773		96,918		3,143
Leasing	1		14		12		2
Consumer:
Credit cards	63		567		599		8
Personal	144		2,223		2,297		411
Auto	1		28		28		5
Total	1,103	$	166,603	$	169,623	$	3,531

Popular, Inc.
For the nine months ended September 30, 2021
(Dollars in thousands)	Loan count	Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for credit losses as a result of modification
Commercial multi-family	2	$	246	$	211	$	26
Commercial real estate non-owner occupied	10		3,461		3,454		162
Commercial real estate owner occupied	35		91,678		86,768		1,146
Commercial and industrial	26		5,463		4,943		707
Mortgage	1,426		173,041		171,852		5,040
Leasing	2		40		38		5
Consumer:
Credit cards	148		1,819		1,745		38
HELOCs	2		176		228		54
Personal	245		3,438		3,434		754
Auto	8		171		176		59
Other	7		304		302		124
Total	1,911	$	279,837	$	273,151	$	8,115

During the nine months ended September 30, 2022, three loans with an aggregate unpaid principal balance of $2.7 million were restructured into multiple notes (“Note A / B split”), compared to five loans with an aggregate unpaid principal balance of $10.2 million during the nine months ended September 30, 2021. No charge-offs were recorded as part of Note A / B splits during 2022 and 2021. The recorded investment on these commercial TDRs amounted to approximately $2.7 million at September 30, 2022, compared to $10.2 million at September 30, 2021. These loans were restructured after analyzing the borrowers’ capacity to repay the debt, collateral and ability to perform under the modified terms.

The following tables present, by class, TDRs that were subject to payment default and that had been modified as a TDR during the twelve months preceding the default date. Payment default is defined as a restructured loan becoming 90 days past due after being modified, foreclosed or charged-off, whichever occurs first. The recorded investment as of period end is inclusive of all partial paydowns and charge-offs since the modification date. Loans modified as a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.

Popular, Inc.
	Defaulted during the quarter ended September 30, 2022			Defaulted during the nine months ended September 30, 2022
(Dollars in thousands)	Loan count		Recorded investment as of first default date	Loan count		Recorded investment as of first default date
Commercial real estate owner occupied	1	$	560	1	$	560
Commercial and industrial	2		1,165	5		3,661
Mortgage	35		3,500	73		9,200
Leasing	1		5	1		5
Consumer:
Credit cards	4		32	24		185
Personal	15		160	34		558
Total	58	$	5,422	138	$	14,169

Popular, Inc.
	Defaulted during the quarter ended September 30, 2021			Defaulted during the nine months ended September 30, 2021
(Dollars in thousands)	Loan count		Recorded investment as of first default date	Loan count		Recorded investment as of first default date
Commercial real estate non-owner occupied	-	$	-	4	$	8,421
Commercial real estate owner occupied	1		383	3		4,138
Commercial and industrial	-		-	5		317
Mortgage	25		2,503	72		7,514
Consumer:
Credit cards	17		202	74		914
Personal	13		158	21		603
Total	56	$	3,246	179	$	21,907

Commercial, consumer and mortgage loans modified in a TDR are closely monitored for delinquency as an early indicator of possible future default. If loans modified in a TDR subsequently default, the ACL may be increased or partial charge-offs may be taken to further write-down the carrying value of the loan.

Credit Quality

The risk rating system provides for the assignment of ratings at the obligor level based on the financial 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 delinquency status at the end of the reporting period.

The following tables present the amortized cost basis, net of unearned income, of loans held-in-portfolio based on the Corporation’s assignment of obligor risk ratings as defined at September 30, 2022 and December 31, 2021 by vintage year. For the definitions of the obligor risk ratings, refer to the Credit Quality section of Note 9 to the Consolidated Financial Statements included in the Corporation’s Form 10-K for the year ended December 31, 2021.

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Puerto Rico
	Commercial:
		Commercial multi-family
			Watch	$	-	$	-	$	-	$	-	$	-	$	2,473	$	-	$	-	$	2,473
			Special mention		-		-		-		-		-		2,140		-		-		2,140
			Substandard		-		-		-		980		-		6,079		100		-		7,159
			Pass		131,886		23,229		20,902		33,921		24,811		30,797		-		-		265,546
		Total commercial multi-family		$	131,886	$	23,229	$	20,902	$	34,901	$	24,811	$	41,489	$	100	$	-	$	277,318

		Commercial real estate non-owner occupied
			Watch	$	176	$	25,806	$	14,086	$	15,011	$	7,966	$	84,684	$	-	$	-	$	147,729
			Special Mention		-		29,504		20,439		8,115		-		19,518		-		-		77,576
			Substandard		12,368		203		-		18,891		25,754		64,026		-		-		121,242
			Pass		884,261		586,270		300,119		94,676		35,767		583,781		14,619		-		2,499,493
		Total commercial real estate non-owner occupied		$	896,805	$	641,783	$	334,644	$	136,693	$	69,487	$	752,009	$	14,619	$	-	$	2,846,040

		Commercial real estate owner occupied
			Watch	$	2,400	$	7,314	$	6,754	$	5,448	$	798	$	94,104	$	199	$	-	$	117,017
			Special Mention		11		289		1,273		6,624		1,341		72,357		-		-		81,895
			Substandard		15,720		4,690		1,293		1,136		42,248		89,144		-		-		154,231
			Doubtful		-		-		-		-		-		239		-		-		239
			Pass		147,863		267,014		290,880		47,095		58,154		407,018		16,731		-		1,234,755
		Total commercial real estate owner occupied		$	165,994	$	279,307	$	300,200	$	60,303	$	102,541	$	662,862	$	16,930	$	-	$	1,588,137

	Commercial and industrial
		Watch	$	23,095	$	62,764	$	21,348	$	21,929	$	25,020	$	54,058	$	65,716	$	-	$	273,930
		Special Mention		5,575		2,524		984		1,199		24,599		47,934		10,422		-		93,237
		Substandard		20,362		352		1,714		3,346		13,613		41,563		45,856		-		126,806
		Loss		-		-		-		-		-		-		4		-		4
		Pass		564,875		673,459		143,943		189,658		113,625		306,555		1,107,996		-		3,100,111
	Total commercial and industrial		$	613,907	$	739,099	$	167,989	$	216,132	$	176,857	$	450,110	$	1,229,994	$	-	$	3,594,088

Construction
		Watch	$	35,748	$	3,047	$	10,627	$	-	$	-	$	-	$	13,252	$	-	$	62,674
		Special Mention		858		-		-		-		-		-		-		-		858
		Pass		8,769		41,895		68,566		2,223		-		-		26,582		-		148,035
Total construction			$	45,375	$	44,942	$	79,193	$	2,223	$	-	$	-	$	39,834	$	-	$	211,567

Mortgage
		Substandard	$	-	$	-	$	1,070	$	4,409	$	4,940	$	96,176	$	-	$	-	$	106,595
		Pass		286,023		459,232		289,846		207,850		240,900		4,465,397		-		-		5,949,248
Total mortgage			$	286,023	$	459,232	$	290,916	$	212,259	$	245,840	$	4,561,573	$	-	$	-	$	6,055,843

Leasing
		Substandard	$	556	$	1,394	$	1,090	$	1,296	$	760	$	600	$	-	$	-	$	5,696
		Pass		534,225		457,662		259,076		163,179		91,252		27,414		-		-		1,532,808
Total leasing			$	534,781	$	459,056	$	260,166	$	164,475	$	92,012	$	28,014	$	-	$	-	$	1,538,504

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Puerto Rico
	Consumer:
		Credit cards
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	10,359	$	-	$	10,359
			Loss		-		-		-		-		-		-		1		-		1
			Pass		-		-		-		-		-		-		978,156		-		978,156
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	988,516	$	-	$	988,516

		HELOCs
			Pass		-		-		-		-		-		-		2,957		-		2,957
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	-	$	2,957	$	-	$	2,957

		Personal
			Substandard	$	490	$	1,898	$	626	$	2,234	$	652	$	11,378	$	-	$	1,320	$	18,598
			Loss		-		111		14		15		-		24		-		1		165
			Pass		664,517		369,894		119,562		137,584		55,757		122,396		-		29,483		1,499,193
	Total Personal			$	665,007	$	371,903	$	120,202	$	139,833	$	56,409	$	133,798	$	-	$	30,804	$	1,517,956

		Auto
			Substandard	$	2,908	$	9,394	$	9,861	$	9,568	$	5,039	$	2,669	$	-	$	-	$	39,439
			Loss		15		30		-		-		27		39		-		-		111
			Pass		937,173		1,029,958		641,076		474,675		288,185		118,287		-		-		3,489,354
	Total Auto			$	940,096	$	1,039,382	$	650,937	$	484,243	$	293,251	$	120,995	$	-	$	-	$	3,528,904

		Other consumer
			Substandard	$	-	$	-	$	104	$	-	$	559	$	4	$	11,045	$	-	$	11,712
			Loss		-		-		-		-		263		-		-		-		263
			Pass		26,497		19,555		7,129		7,085		4,715		3,259		58,236		-		126,476
	Total Other consumer			$	26,497	$	19,555	$	7,233	$	7,085	$	5,537	$	3,263	$	69,281	$	-	$	138,451
Total Puerto Rico				$	4,306,371	$	4,077,488	$	2,232,382	$	1,458,147	$	1,066,745	$	6,754,113	$	2,362,231	$	30,804	$	22,288,281

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Popular U.S.
	Commercial:
		Commercial multi-family
			Watch	$	-	$	8,482	$	42,367	$	47,254	$	12,680	$	53,890	$	-	$	-	$	164,673
			Special mention		-		-		1,204		938		16,535		9,971		-		-		28,648
			Substandard		-		-		-		66,765		7,410		5,507		-		-		79,682
			Pass		347,436		402,131		205,944		194,317		138,757		363,429		1,774		-		1,653,788
		Total commercial multi-family		$	347,436	$	410,613	$	249,515	$	309,274	$	175,382	$	432,797	$	1,774	$	-	$	1,926,791

		Commercial real estate non-owner occupied
			Watch	$	-	$	12,680	$	17,421	$	3,370	$	29,290	$	27,796	$	-	$	-	$	90,557
			Special Mention		-		-		-		1,360		-		81,021		-		-		82,381
			Substandard		-		2,883		-		12,413		795		6,783		-		-		22,874
			Pass		457,826		198,716		211,082		111,346		99,502		388,440		8,711		-		1,475,623
		Total commercial real estate non-owner occupied		$	457,826	$	214,279	$	228,503	$	128,489	$	129,587	$	504,040	$	8,711	$	-	$	1,671,435

		Commercial real estate owner occupied
			Watch	$	-	$	-	$	5,113	$	1,079	$	6,647	$	45,376	$	4,222	$	-	$	62,437
			Special Mention		-		-		-		-		5,109		2,503		-		-		7,612
			Substandard		-		-		-		7,441		6,107		41,727		-		-		55,275
			Pass		265,762		423,736		140,857		94,271		143,141		279,566		5,754		-		1,353,087
		Total commercial real estate owner occupied		$	265,762	$	423,736	$	145,970	$	102,791	$	161,004	$	369,172	$	9,976	$	-	$	1,478,411

	Commercial and industrial
		Watch	$	4,058	$	2,914	$	2,401	$	2,263	$	8,612	$	630	$	15,447	$	-	$	36,325
		Special Mention		729		1,080		6,318		288		99		-		4		-		8,518
		Substandard		455		1,195		253		4,532		606		1,837		1,865		-		10,743
		Loss		-		216		992		12		20		9		-		-		1,249
		Pass		133,809		310,446		366,778		202,325		176,612		395,049		342,785		-		1,927,804
	Total commercial and industrial		$	139,051	$	315,851	$	376,742	$	209,420	$	185,949	$	397,525	$	360,101	$	-	$	1,984,639

Construction
		Watch	$	-	$	4,176	$	-	$	6,979	$	18,310	$	34,126	$	-	$	-	$	63,591
		Special Mention		-		-		-		-		-		13,655		-		-		13,655
		Substandard		-		-		1,127		-		5,352		2,095		-		-		8,574
		Pass		67,657		169,586		136,299		124,518		10,916		9,927		-		-		518,903
Total construction			$	67,657	$	173,762	$	137,426	$	131,497	$	34,578	$	59,803	$	-	$	-	$	604,723

Mortgage
		Substandard	$	-	$	1,595	$	4,338	$	4,285	$	1,051	$	10,264	$	-	$	-	$	21,533
		Pass		186,000		307,110		245,092		189,149		58,717		248,269		-		-		1,234,337
Total mortgage			$	186,000	$	308,705	$	249,430	$	193,434	$	59,768	$	258,533	$	-	$	-	$	1,255,870

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Popular U.S.
	Consumer:
		Credit cards
			Pass	$	-	$	-	$	-	$	-	$	-	$	-	$	34	$	-	$	34
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	34	$	-	$	34

		HELOCs
			Substandard	$	-	$	-	$	-	$	-	$	-	$	2,285	$	-	$	804	$	3,089
			Loss		-		-		-		-		-		158		-		723		881
			Pass		-		-		-		-		-		8,974		41,226		15,669		65,869
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	11,417	$	41,226	$	17,196	$	69,839

		Personal
			Substandard	$	242	$	301	$	92	$	290	$	21	$	289	$	-	$	-	$	1,235
			Loss		-		-		-		10		-		15		-		-		25
			Pass		149,856		53,759		9,475		17,527		3,009		3,179		-		-		236,805
	Total Personal			$	150,098	$	54,060	$	9,567	$	17,827	$	3,030	$	3,483	$	-	$	-	$	238,065

		Other consumer
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	12	$	-	$	12
			Pass		-		-		-		-		-		-		5,088		-		5,088
	Total Other consumer			$	-	$	-	$	-	$	-	$	-	$	-	$	5,100	$	-	$	5,100
Total Popular U.S.				$	1,613,830	$	1,901,006	$	1,397,153	$	1,092,732	$	749,298	$	2,036,770	$	426,922	$	17,196	$	9,234,907

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Popular, Inc.
	Commercial:
		Commercial multi-family
			Watch	$	-	$	8,482	$	42,367	$	47,254	$	12,680	$	56,363	$	-	$	-	$	167,146
			Special mention		-		-		1,204		938		16,535		12,111		-		-		30,788
			Substandard		-		-		-		67,745		7,410		11,586		100		-		86,841
			Pass		479,322		425,360		226,846		228,238		163,568		394,226		1,774		-		1,919,334
		Total commercial multi-family		$	479,322	$	433,842	$	270,417	$	344,175	$	200,193	$	474,286	$	1,874	$	-	$	2,204,109

		Commercial real estate non-owner occupied
			Watch	$	176	$	38,486	$	31,507	$	18,381	$	37,256	$	112,480	$	-	$	-	$	238,286
			Special Mention		-		29,504		20,439		9,475		-		100,539		-		-		159,957
			Substandard		12,368		3,086		-		31,304		26,549		70,809		-		-		144,116
			Pass		1,342,087		784,986		511,201		206,022		135,269		972,221		23,330		-		3,975,116
		Total commercial real estate non-owner occupied		$	1,354,631	$	856,062	$	563,147	$	265,182	$	199,074	$	1,256,049	$	23,330	$	-	$	4,517,475

		Commercial real estate owner occupied
			Watch	$	2,400	$	7,314	$	11,867	$	6,527	$	7,445	$	139,480	$	4,421	$	-	$	179,454
			Special Mention		11		289		1,273		6,624		6,450		74,860		-		-		89,507
			Substandard		15,720		4,690		1,293		8,577		48,355		130,871		-		-		209,506
			Doubtful		-		-		-		-		-		239		-		-		239
			Pass		413,625		690,750		431,737		141,366		201,295		686,584		22,485		-		2,587,842
		Total commercial real estate owner occupied		$	431,756	$	703,043	$	446,170	$	163,094	$	263,545	$	1,032,034	$	26,906	$	-	$	3,066,548

		Commercial and industrial
			Watch	$	27,153	$	65,678	$	23,749	$	24,192	$	33,632	$	54,688	$	81,163	$	-	$	310,255
			Special Mention		6,304		3,604		7,302		1,487		24,698		47,934		10,426		-		101,755
			Substandard		20,817		1,547		1,967		7,878		14,219		43,400		47,721		-		137,549
			Loss		-		216		992		12		20		9		4		-		1,253
			Pass		698,684		983,905		510,721		391,983		290,237		701,604		1,450,781		-		5,027,915
		Total commercial and industrial		$	752,958	$	1,054,950	$	544,731	$	425,552	$	362,806	$	847,635	$	1,590,095	$	-	$	5,578,727

September 30, 2022
			Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year
(In thousands)				2022		2021		2020		2019		2018		Prior Years						Total
Popular, Inc.

	Construction
		Watch	$	35,748	$	7,223	$	10,627	$	6,979	$	18,310	$	34,126	$	13,252	$	-	$	126,265
		Special Mention		858		-		-		-		-		13,655		-		-		14,513
		Substandard		-		-		1,127		-		5,352		2,095		-		-		8,574
		Pass		76,426		211,481		204,865		126,741		10,916		9,927		26,582		-		666,938
	Total construction		$	113,032	$	218,704	$	216,619	$	133,720	$	34,578	$	59,803	$	39,834	$	-	$	816,290

	Mortgage
		Substandard	$	-	$	1,595	$	5,408	$	8,694	$	5,991	$	106,440	$	-	$	-	$	128,128
		Pass		472,023		766,342		534,938		396,999		299,617		4,713,666		-		-		7,183,585
	Total mortgage		$	472,023	$	767,937	$	540,346	$	405,693	$	305,608	$	4,820,106	$	-	$	-	$	7,311,713

	Leasing
		Substandard	$	556	$	1,394	$	1,090	$	1,296	$	760	$	600	$	-	$	-	$	5,696
		Pass		534,225		457,662		259,076		163,179		91,252		27,414		-		-		1,532,808
	Total leasing		$	534,781	$	459,056	$	260,166	$	164,475	$	92,012	$	28,014	$	-	$	-	$	1,538,504

September 30, 2022
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2022		2021		2020		2019		2018		Prior Years						Total
Popular, Inc.
	Consumer:
		Credit cards
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	10,359	$	-	$	10,359
			Loss		-		-		-		-		-		-		1		-		1
			Pass		-		-		-		-		-		-		978,190		-		978,190
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	988,550	$	-	$	988,550

		HELOCs
			Substandard	$	-	$	-	$	-	$	-	$	-	$	2,285	$	-	$	804	$	3,089
			Loss		-		-		-		-		-		158		-		723		881
			Pass		-		-		-		-		-		8,974		44,183		15,669		68,826
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	11,417	$	44,183	$	17,196	$	72,796

		Personal
			Substandard	$	732	$	2,199	$	718	$	2,524	$	673	$	11,667	$	-	$	1,320	$	19,833
			Loss		-		111		14		25		-		39		-		1		190
			Pass		814,373		423,653		129,037		155,111		58,766		125,575		-		29,483		1,735,998
	Total Personal			$	815,105	$	425,963	$	129,769	$	157,660	$	59,439	$	137,281	$	-	$	30,804	$	1,756,021

		Auto
			Substandard	$	2,908	$	9,394	$	9,861	$	9,568	$	5,039	$	2,669	$	-	$	-	$	39,439
			Loss		15		30		-		-		27		39		-		-		111
			Pass		937,173		1,029,958		641,076		474,675		288,185		118,287		-		-		3,489,354
	Total Auto			$	940,096	$	1,039,382	$	650,937	$	484,243	$	293,251	$	120,995	$	-	$	-	$	3,528,904

		Other consumer
			Substandard	$	-	$	-	$	104	$	-	$	559	$	4	$	11,057	$	-	$	11,724
			Loss		-		-		-		-		263		-		-		-		263
			Pass		26,497		19,555		7,129		7,085		4,715		3,259		63,324		-		131,564
	Total Other consumer			$	26,497	$	19,555	$	7,233	$	7,085	$	5,537	$	3,263	$	74,381	$	-	$	143,551
Total Popular Inc.				$	5,920,201	$	5,978,494	$	3,629,535	$	2,550,879	$	1,816,043	$	8,790,883	$	2,789,153	$	48,000	$	31,523,188

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Puerto Rico
	Commercial:
		Commercial multi-family
			Watch	$	-	$	-	$	-	$	-	$	-	$	4,485	$	-	$	-	$	4,485
			Special mention		-		-		-		-		-		3,025		-		-		3,025
			Substandard		-		-		982		-		-		6,257		100		-		7,339
			Pass		24,936		21,288		34,840		25,311		2,066		31,468		11		-		139,920
		Total commercial multi-family		$	24,936	$	21,288	$	35,822	$	25,311	$	2,066	$	45,235	$	111	$	-	$	154,769

		Commercial real estate non-owner occupied
			Watch	$	100,465	$	228,852	$	25,443	$	137,044	$	2,406	$	205,304	$	3,237	$	-	$	702,751
			Special Mention		18,509		12,563		7,271		-		4,608		24,056		-		-		67,007
			Substandard		30,155		27,790		24,200		25,456		2,770		72,407		-		-		182,778
			Pass		513,087		88,662		88,353		37,999		42,522		557,052		9,712		-		1,337,387
		Total commercial real estate non-owner occupied		$	662,216	$	357,867	$	145,267	$	200,499	$	52,306	$	858,819	$	12,949	$	-	$	2,289,923

		Commercial real estate owner occupied
			Watch	$	8,393	$	8,612	$	8,972	$	6,958	$	3,039	$	121,716	$	-	$	-	$	157,690
			Special Mention		5,573		857		7,598		1,427		2,449		103,472		-		-		121,376
			Substandard		6,960		1,028		1,646		35,529		1,869		113,288		-		-		160,320
			Doubtful		-		-		-		-		76		612		-		-		688
			Pass		238,533		198,442		44,943		23,112		32,585		429,651		16,389		-		983,655
		Total commercial real estate owner occupied		$	259,459	$	208,939	$	63,159	$	67,026	$	40,018	$	768,739	$	16,389	$	-	$	1,423,729

	Commercial and industrial
		Watch	$	186,529	$	12,542	$	21,536	$	103,835	$	14,577	$	90,776	$	108,183	$	-	$	537,978
		Special Mention		7,380		9,936		14,856		28,473		1,012		28,448		60,397		-		150,502
		Substandard		2,190		1,091		3,041		35,826		66,771		45,168		38,003		-		192,090
		Doubtful		-		-		-		-		-		62		-		-		62
		Pass		843,661		335,369		275,357		84,084		72,580		333,869		702,896		-		2,647,816
	Total commercial and industrial		$	1,039,760	$	358,938	$	314,790	$	252,218	$	154,940	$	498,323	$	909,479	$	-	$	3,528,448

Construction
		Substandard	$	-	$	-	$	485	$	-	$	-	$	-	$	-	$	-	$	485
		Pass		21,596		41,622		1,148		-		-		-		22,260		-		86,626
Total construction			$	21,596	$	41,622	$	1,633	$	-	$	-	$	-	$	22,260	$	-	$	87,111

Mortgage
		Substandard	$	-	$	954	$	5,212	$	5,613	$	4,310	$	122,690	$	-	$	-	$	138,779
		Pass		463,742		304,780		223,464		265,239		194,982		4,660,880		-		-		6,113,087
Total mortgage			$	463,742	$	305,734	$	228,676	$	270,852	$	199,292	$	4,783,570	$	-	$	-	$	6,251,866

Leasing
		Substandard	$	124	$	618	$	880	$	613	$	613	$	235	$	-	$	-	$	3,083
		Loss		-		-		-		1		16		2		-		-		19
		Pass		613,452		328,085		222,770		133,112		62,881		17,917		-		-		1,378,217
Total leasing			$	613,576	$	328,703	$	223,650	$	133,726	$	63,510	$	18,154	$	-	$	-	$	1,381,319

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Puerto Rico
	Consumer:
		Credit cards
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	8,577	$	-	$	8,577
			Pass		-		-		-		-		-		-		911,274		-		911,274
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	919,851	$	-	$	919,851

		HELOCs
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	23	$	-	$	23
			Pass		-		-		-		-		-		-		3,548		-		3,548
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	-	$	3,571	$	-	$	3,571

		Personal
			Substandard	$	426	$	610	$	2,105	$	866	$	936	$	15,680	$	-	$	1,385	$	22,008
			Loss		30		2		3		-		-		3		-		-		38
			Pass		539,604		197,652		227,328		91,341		53,630		120,065		-		36,394		1,266,014
	Total Personal			$	540,060	$	198,264	$	229,436	$	92,207	$	54,566	$	135,748	$	-	$	37,779	$	1,288,060

		Auto
			Substandard	$	3,080	$	7,520	$	9,498	$	4,739	$	2,210	$	1,422	$	-	$	-	$	28,469
			Loss		42		11		-		-		-		-		-		-		53
			Pass		1,259,800		808,339		637,300		420,293		177,104		80,829		-		-		3,383,665
	Total Auto			$	1,262,922	$	815,870	$	646,798	$	425,032	$	179,314	$	82,251	$	-	$	-	$	3,412,187

		Other consumer
			Substandard	$	-	$	114	$	21	$	487	$	-	$	135	$	11,250	$	-	$	12,007
			Loss		-		-		-		579		-		34		-		-		613
			Pass		24,845		9,781		9,348		5,610		3,914		947		57,483		-		111,928
	Total Other consumer			$	24,845	$	9,895	$	9,369	$	6,676	$	3,914	$	1,116	$	68,733	$	-	$	124,548
Total Puerto Rico				$	4,913,112	$	2,647,120	$	1,898,600	$	1,473,547	$	749,926	$	7,191,955	$	1,953,343	$	37,779	$	20,865,382

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Popular U.S.
	Commercial:
		Commercial multi-family
			Watch	$	8,600	$	41,348	$	56,229	$	20,682	$	37,343	$	48,753	$	-	$	-	$	212,955
			Special mention		-		3,752		9,013		30,244		11,071		28,297		-		-		82,377
			Substandard		-		-		67,149		12,748		-		18,644		-		-		98,541
			Pass		422,613		241,805		201,298		144,534		46,809		352,724		4,205		-		1,413,988
		Total commercial multi-family		$	431,213	$	286,905	$	333,689	$	208,208	$	95,223	$	448,418	$	4,205	$	-	$	1,807,861

		Commercial real estate non-owner occupied
			Watch	$	12,716	$	22,109	$	42,067	$	56,576	$	28,604	$	154,289	$	780	$	-	$	317,141
			Special Mention		2,939		-		3,205		7,025		10,573		15,569		-		-		39,311
			Substandard		-		756		6,405		14,544		11,384		60,323		-		-		93,412
			Pass		543,667		356,071		156,925		211,432		250,516		346,606		8,386		-		1,873,603
		Total commercial real estate non-owner occupied		$	559,322	$	378,936	$	208,602	$	289,577	$	301,077	$	576,787	$	9,166	$	-	$	2,323,467

		Commercial real estate owner occupied
			Watch	$	-	$	239	$	7,825	$	8,150	$	1,676	$	17,132	$	4,222	$	-	$	39,244
			Special Mention		-		-		-		-		-		1,800		-		-		1,800
			Substandard		-		-		1,148		2,878		-		20,841		-		-		24,867
			Pass		129,898		46,737		34,355		23,845		26,236		63,463		3,928		-		328,462
		Total commercial real estate owner occupied		$	129,898	$	46,976	$	43,328	$	34,873	$	27,912	$	103,236	$	8,150	$	-	$	394,373

	Commercial and industrial
		Watch	$	3,747	$	4,667	$	4,292	$	9,273	$	5	$	1,530	$	3,925	$	-	$	27,439
		Special Mention		2,504		7,203		670		481		59		215		8,177		-		19,309
		Substandard		537		97		4,559		495		168		1,890		159		-		7,905
		Loss		262		58		108		17		51		191		-		-		687
		Pass		273,254		339,564		211,695		191,086		115,146		339,336		284,710		-		1,754,791
	Total commercial and industrial		$	280,304	$	351,589	$	221,324	$	201,352	$	115,429	$	343,162	$	296,971	$	-	$	1,810,131

Construction
		Watch	$	-	$	14,300	$	23,547	$	28,757	$	34,205	$	-	$	-	$	-	$	100,809
		Special Mention		-		-		-		-		-		13,622		-		-		13,622
		Substandard		-		-		-		15,438		10,231		-		-		-		25,669
		Pass		130,587		136,045		165,105		13,634		36,500		7,138		-		-		489,009
Total construction			$	130,587	$	150,345	$	188,652	$	57,829	$	80,936	$	20,760	$	-	$	-	$	629,109

Mortgage
		Substandard	$	-	$	4,338	$	3,894	$	967	$	217	$	12,680	$	-	$	-	$	22,096
		Pass		326,641		266,212		215,071		61,986		6,376		276,948		-		-		1,153,234
Total mortgage			$	326,641	$	270,550	$	218,965	$	62,953	$	6,593	$	289,628	$	-	$	-	$	1,175,330

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Popular U.S.
	Consumer:
		Credit cards
			Pass	$	-	$	-	$	-	$	-	$	-	$	-	$	10	$	-	$	10
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	10	$	-	$	10

		HELOCs
			Substandard	$	-	$	-	$	-	$	-	$	-	$	3,006	$	-	$	935	$	3,941
			Loss		-		-		-		-		-		207		-		1,258		1,465
			Pass		-		-		-		-		-		11,423		38,267		20,195		69,885
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	14,636	$	38,267	$	22,388	$	75,291

		Personal
			Substandard	$	72	$	81	$	250	$	73	$	17	$	163	$	2	$	-	$	658
			Loss		-		-		4		-		-		19		-		-		23
			Pass		75,538		19,411		43,346		7,418		2,802		5,625		124		-		154,264
	Total Personal			$	75,610	$	19,492	$	43,600	$	7,491	$	2,819	$	5,807	$	126	$	-	$	154,945

		Other consumer
			Pass	$	-	$	-	$	-	$	-	$	-	$	-	$	4,658	$	-	$	4,658
	Total Other consumer			$	-	$	-	$	-	$	-	$	-	$	-	$	4,658	$	-	$	4,658
Total Popular U.S.				$	1,933,575	$	1,504,793	$	1,258,160	$	862,283	$	629,989	$	1,802,434	$	361,553	$	22,388	$	8,375,175

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Popular, Inc.
	Commercial:
		Commercial multi-family
			Watch	$	8,600	$	41,348	$	56,229	$	20,682	$	37,343	$	53,238	$	-	$	-	$	217,440
			Special mention		-		3,752		9,013		30,244		11,071		31,322		-		-		85,402
			Substandard		-		-		68,131		12,748		-		24,901		100		-		105,880
			Pass		447,549		263,093		236,138		169,845		48,875		384,192		4,216		-		1,553,908
		Total commercial multi-family		$	456,149	$	308,193	$	369,511	$	233,519	$	97,289	$	493,653	$	4,316	$	-	$	1,962,630

		Commercial real estate non-owner occupied
			Watch	$	113,181	$	250,961	$	67,510	$	193,620	$	31,010	$	359,593	$	4,017	$	-	$	1,019,892
			Special Mention		21,448		12,563		10,476		7,025		15,181		39,625		-		-		106,318
			Substandard		30,155		28,546		30,605		40,000		14,154		132,730		-		-		276,190
			Pass		1,056,754		444,733		245,278		249,431		293,038		903,658		18,098		-		3,210,990
		Total commercial real estate non-owner occupied		$	1,221,538	$	736,803	$	353,869	$	490,076	$	353,383	$	1,435,606	$	22,115	$	-	$	4,613,390

		Commercial real estate owner occupied
			Watch	$	8,393	$	8,851	$	16,797	$	15,108	$	4,715	$	138,848	$	4,222	$	-	$	196,934
			Special Mention		5,573		857		7,598		1,427		2,449		105,272		-		-		123,176
			Substandard		6,960		1,028		2,794		38,407		1,869		134,129		-		-		185,187
			Doubtful		-		-		-		-		76		612		-		-		688
			Pass		368,431		245,179		79,298		46,957		58,821		493,114		20,317		-		1,312,117
		Total commercial real estate owner occupied		$	389,357	$	255,915	$	106,487	$	101,899	$	67,930	$	871,975	$	24,539	$	-	$	1,818,102

		Commercial and industrial
			Watch	$	190,276	$	17,209	$	25,828	$	113,108	$	14,582	$	92,306	$	112,108	$	-	$	565,417
			Special Mention		9,884		17,139		15,526		28,954		1,071		28,663		68,574		-		169,811
			Substandard		2,727		1,188		7,600		36,321		66,939		47,058		38,162		-		199,995
			Doubtful		-		-		-		-		-		62		-		-		62
			Loss		262		58		108		17		51		191		-		-		687
			Pass		1,116,915		674,933		487,052		275,170		187,726		673,205		987,606		-		4,402,607
		Total commercial and industrial		$	1,320,064	$	710,527	$	536,114	$	453,570	$	270,369	$	841,485	$	1,206,450	$	-	$	5,338,579

December 31, 2021
			Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
			Amortized Cost Basis by Origination Year
(In thousands)				2021		2020		2019		2018		2017		Prior Years						Total
Popular, Inc.

	Construction
		Watch	$	-	$	14,300	$	23,547	$	28,757	$	34,205	$	-	$	-	$	-	$	100,809
		Special Mention		-		-		-		-		-		13,622		-		-		13,622
		Substandard		-		-		485		15,438		10,231		-		-		-		26,154
		Pass		152,183		177,667		166,253		13,634		36,500		7,138		22,260		-		575,635
	Total construction		$	152,183	$	191,967	$	190,285	$	57,829	$	80,936	$	20,760	$	22,260	$	-	$	716,220

	Mortgage
		Substandard	$	-	$	5,292	$	9,106	$	6,580	$	4,527	$	135,370	$	-	$	-	$	160,875
		Pass		790,383		570,992		438,535		327,225		201,358		4,937,828		-		-		7,266,321
	Total mortgage		$	790,383	$	576,284	$	447,641	$	333,805	$	205,885	$	5,073,198	$	-	$	-	$	7,427,196

	Leasing
		Substandard	$	124	$	618	$	880	$	613	$	613	$	235	$	-	$	-	$	3,083
		Loss		-		-		-		1		16		2		-		-		19
		Pass		613,452		328,085		222,770		133,112		62,881		17,917		-		-		1,378,217
	Total leasing		$	613,576	$	328,703	$	223,650	$	133,726	$	63,510	$	18,154	$	-	$	-	$	1,381,319

December 31, 2021
				Term Loans													Revolving Loans Amortized Cost Basis		Revolving Loans Converted to Term Loans Amortized Cost Basis
				Amortized Cost Basis by Origination Year
(In thousands)					2021		2020		2019		2018		2017		Prior Years						Total
Popular, Inc.
	Consumer:
		Credit cards
			Substandard	$	-	$	-	$	-	$	-	$	-	$	-	$	8,577	$	-	$	8,577
			Pass		-		-		-		-		-		-		911,284		-		911,284
	Total credit cards			$	-	$	-	$	-	$	-	$	-	$	-	$	919,861	$	-	$	919,861

		HELOCs
			Substandard	$	-	$	-	$	-	$	-	$	-	$	3,006	$	23	$	935	$	3,964
			Loss		-		-		-		-		-		207		-		1,258		1,465
			Pass		-		-		-		-		-		11,423		41,815		20,195		73,433
	Total HELOCs			$	-	$	-	$	-	$	-	$	-	$	14,636	$	41,838	$	22,388	$	78,862

		Personal
			Substandard	$	498	$	691	$	2,355	$	939	$	953	$	15,843	$	2	$	1,385	$	22,666
			Loss		30		2		7		-		-		22		-		-		61
			Pass		615,142		217,063		270,674		98,759		56,432		125,690		124		36,394		1,420,278
	Total Personal			$	615,670	$	217,756	$	273,036	$	99,698	$	57,385	$	141,555	$	126	$	37,779	$	1,443,005

		Auto
			Substandard	$	3,080	$	7,520	$	9,498	$	4,739	$	2,210	$	1,422	$	-	$	-	$	28,469
			Loss		42		11		-		-		-		-		-		-		53
			Pass		1,259,800		808,339		637,300		420,293		177,104		80,829		-		-		3,383,665
	Total Auto			$	1,262,922	$	815,870	$	646,798	$	425,032	$	179,314	$	82,251	$	-	$	-	$	3,412,187

		Other consumer
			Substandard	$	-	$	114	$	21	$	487	$	-	$	135	$	11,250	$	-	$	12,007
			Loss		-		-		-		579		-		34		-		-		613
			Pass		24,845		9,781		9,348		5,610		3,914		947		62,141		-		116,586
	Total Other consumer			$	24,845	$	9,895	$	9,369	$	6,676	$	3,914	$	1,116	$	73,391	$	-	$	129,206
Total Popular Inc.				$	6,846,687	$	4,151,913	$	3,156,760	$	2,335,830	$	1,379,915	$	8,994,389	$	2,314,896	$	60,167	$	29,240,557

Note 10 – Mortgage banking activities

Income from mortgage banking activities includes mortgage servicing fees earned in connection with administering residential mortgage loans and valuation adjustments on mortgage servicing rights. It also includes gain on sales and securitizations of residential mortgage loans, losses on repurchased loans, including interest advances, and trading gains and losses on derivative contracts used to hedge the Corporation’s securitization activities. In addition, lower-of-cost-or-market valuation adjustments to residential 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:

			Quarters ended September 30,			Nine months ended September 30,
(In thousands)			2022		2021		2022		2021
Mortgage servicing fees, net of fair value adjustments:
	Mortgage servicing fees	$	9,126	$	9,376	$	27,635	$	28,613
	Mortgage servicing rights fair value adjustments		(499)		(5,979)		2,846		(11,706)
Total mortgage servicing fees, net of fair value adjustments			8,627		3,397		30,481		16,907
Net gain (loss) on sale of loans, including valuation on loans held-for-sale			1,124		6,084		(374)		16,256
Trading account (loss) profit:
	Realized (losses) gains on closed derivative positions		(240)		(1,004)		6,325		632
Total trading account (loss) profit			(240)		(1,004)		6,325		632
Losses on repurchased loans, including interest advances			(63)		(170)		(544)		(697)
Total mortgage banking activities		$	9,448	$	8,307	$	35,888	$	33,098

Note 11 – Transfers of financial assets and mortgage servicing assets

The Corporation typically transfers conforming residential mortgage loans in conjunction with GNMA, FNMA and FHLMC securitization transactions whereby the loans are exchanged for cash or securities and servicing rights. As seller, the Corporation has made certain representations and warranties with respect to the originally transferred loans and, in the past, has sold certain loans with credit recourse to a government-sponsored entity, namely FNMA. Refer to Note 20 to the Consolidated Financial Statements for a description of such arrangements.

No liabilities were incurred as a result of these securitizations during the quarters and nine months ended September 30, 2022 and 2021 because they did not contain any credit recourse arrangements. During the quarter and nine months ended September 30, 2022, the Corporation recorded a net gain of $1.0 million and a net loss of $0.8 million, respectively (September 30, 2021 - a net gain of $5.3 million and $13.7 million, respectively) related to the residential mortgage loans securitized.

The following tables present the initial fair value of the assets obtained as proceeds from residential mortgage loans securitized during the quarters and nine months ended September 30, 2022 and 2021:

		Proceeds Obtained During the Quarter Ended September 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	14,190	$	-	$	14,190
Mortgage-backed securities - FNMA		-		21,685		-		21,685
Total trading account debt securities	$	-	$	35,875	$	-	$	35,875
Mortgage servicing rights	$	-	$	-	$	809	$	809
Total	$	-	$	35,875	$	809	$	36,684

		Proceeds Obtained During the Nine months Ended September 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	169,352	$	-	$	169,352
Mortgage-backed securities - FNMA		-		117,015		-		117,015
Mortgage-backed securities - FHLMC		-		8,505		-		8,505
Total trading account debt securities	$	-	$	294,872	$	-	$	294,872
Mortgage servicing rights	$	-	$	-	$	5,179	$	5,179
Total	$	-	$	294,872	$	5,179	$	300,051

		Proceeds Obtained During the Quarter Ended September 30, 2021
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	84,896	$	-	$	84,896
Mortgage-backed securities - FNMA		-		76,118		-		76,118
Mortgage-backed securities - FHLMC		-		4,268		-		4,268
Total trading account debt securities	$	-	$	165,282	$	-	$	165,282
Mortgage servicing rights	$	-	$	-	$	2,597	$	2,597
Total	$	-	$	165,282	$	2,597	$	167,879

		Proceeds Obtained During the Nine months Ended September 30, 2021
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	293,613	$	-	$	293,613
Mortgage-backed securities - FNMA		-		234,953		-		234,953
Mortgage-backed securities - FHLMC		-		17,769		-		17,769
Total trading account debt securities	$	-	$	546,335	$	-	$	546,335
Mortgage servicing rights	$	-	$	-	$	8,286	$	8,286
Total	$	-	$	546,335	$	8,286	$	554,621

During the nine months ended September 30, 2022, the Corporation retained servicing rights on whole loan sales involving approximately $50 million in principal balance outstanding (September 30, 2021 - $114 million), with net realized gains of approximately $0.8 million (September 30, 2021 - gains of $2.6 million). All loan sales performed during the nine months ended September 30, 2022 and 2021 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 Corporation uses a discounted cash flow model to estimate the fair value of MSRs. The discounted cash flow model incorporates assumptions that market participants would use in estimating future net servicing income, including 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.

The following table presents the changes in MSRs measured using the fair value method for the nine months ended September 30, 2022 and 2021.

Residential MSRs
(In thousands)	September 30, 2022		September 30, 2021
Fair value at beginning of period	$	121,570	$	118,395
Additions		6,195		9,888
Changes due to payments on loans^[1]		(8,178)		(11,873)
Reduction due to loan repurchases		(646)		(1,047)
Changes in fair value due to changes in valuation model inputs or assumptions		11,556		1,214
Other		44		(10)
Fair value at end of period^[2]	$	130,541	$	116,567
[1] Represents changes due to collection / realization of expected cash flows over time.
[2] At September 30, 2022, PB had MSRs amounting to $2.0 million (September 30, 2021 - $1.4 million).

Residential mortgage loans serviced for others were $11.4 billion at September 30, 2022 (December 31, 2021 -$12.1 billion).

Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows. The banking subsidiaries receive servicing fees based on a percentage of the outstanding loan balance. These servicing fees are credited to income when they are collected. At September 30, 2022, those weighted average mortgage servicing fees were 0.31% (September 30, 2021 - 0.30%). Under these servicing agreements, the banking subsidiaries do not generally earn significant prepayment penalty fees on the underlying loans serviced.

The section below includes information on 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 quarters and nine months ended September 30, 2022 and 2021 were as follows:

	Quarters ended								Nine months ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
	BPPR		PB		BPPR		PB		BPPR		PB		BPPR		PB
Prepayment speed	5.5	%	7.2	%	5.8	%	13.7	%	5.2	%	8.4	%	6.9	%	20.5	%
Weighted average life (in years)	9.5		8.2		8.8		5.9		9.7		7.7		8.3		15.4
Discount rate (annual rate)	10.7	%	10.0	%	10.5	%	10.0	%	10.5	%	9.8	%	10.5	%	10.9	%

Key economic assumptions used to estimate the fair value of MSRs derived from sales and securitizations of mortgage loans performed by the banking subsidiaries and servicing rights purchased from other financial 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
		September 30,			December 31,			September 30,			December 31,
(In thousands)		2022			2021			2022			2021
Fair value of servicing rights		$	42,739		$	40,058		$	87,802		$	81,512
Weighted average life (in years)			6.8			7.1			6.8			7.5
Weighted average prepayment speed (annual rate)			6.2	%		7.7	%		7.3	%		7.6	%
	Impact on fair value of 10% adverse change	$	(763)		$	(1,500)		$	(1,645)		$	(1,486)
	Impact on fair value of 20% adverse change	$	(1,496)		$	(2,359)		$	(3,225)		$	(3,495)
Weighted average discount rate (annual rate)			11.2	%		11.2	%		11.0	%		11.0	%
	Impact on fair value of 10% adverse change	$	(1,504)		$	(2,079)		$	(3,242)		$	(2,731)
	Impact on fair value of 20% adverse change	$	(2,913)		$	(3,452)		$	(6,278)		$	(5,832)

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 September 30, 2022, the Corporation serviced $0.7 billion in residential mortgage loans with credit recourse to the Corporation (December 31, 2021 - $0.7 billion). Also refer to Note 20 to the Consolidated Financial Statements for information on changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse.

Under the GNMA securitizations, the Corporation, as servicer, has the right to repurchase (but not the obligation), at its option and without GNMA’s prior authorization, any loan that is collateral for a GNMA guaranteed mortgage-backed security when certain delinquency criteria are met. At the time that individual loans meet GNMA’s specified delinquency 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 September 30, 2022, the Corporation had recorded $9 million in mortgage loans on its Consolidated Statements of Financial Condition related to this buy-back option program (December 31, 2021 - $13 million). Loans in our serviced GNMA portfolio benefit from payment forbearance programs but continue to reflect the contractual delinquency until the borrower repays deferred payments or completes a payment deferral modification or other borrower assistance alternative. As long as the Corporation continues to service the loans that continue to be collateral in a GNMA guaranteed mortgage-backed security, the MSR is recognized by the Corporation.

During the nine months ended September 30, 2022, the Corporation repurchased approximately $49 million (September 30, 2021 - $80 million) of mortgage loans from its GNMA servicing portfolio. The determination to repurchase these loans was based on the economic benefits of the transaction, which results in a reduction of the servicing costs for these severely delinquent loans, mainly related to 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 12 – Other real estate owned

The following tables present the activity related to Other Real Estate Owned (“OREO”), for the quarters and nine months ended September 30, 2022 and 2021.

		For the quarter ended September 30, 2022
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	14,250	$	77,887	$	92,137
Write-downs in value		(84)		(376)		(460)
Additions		1,711		13,975		15,686
Sales		(1,984)		(12,065)		(14,049)
Other adjustments		-		(75)		(75)
Ending balance	$	13,893	$	79,346	$	93,239

		For the quarter ended September 30, 2021
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	14,581	$	58,691	$	73,272
Write-downs in value		(522)		(245)		(767)
Additions		1,693		17,395		19,088
Sales		(1,734)		(12,588)		(14,322)
Other adjustments		217		(660)		(443)
Ending balance	$	14,235	$	62,593	$	76,828

		For the nine months ended September 30, 2022
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	15,017	$	70,060	$	85,077
Write-downs in value		(934)		(949)		(1,883)
Additions		5,230		53,878		59,108
Sales		(5,528)		(43,110)		(48,638)
Other adjustments		108		(533)		(425)
Ending balance	$	13,893	$	79,346	$	93,239

		For the nine months ended September 30, 2021
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	13,214	$	69,932	$	83,146
Write-downs in value		(986)		(1,764)		(2,750)
Additions		7,668		36,335		44,003
Sales		(6,059)		(40,967)		(47,026)
Other adjustments		398		(943)		(545)
Ending balance	$	14,235	$	62,593	$	76,828

Note 13 − Other assets

The caption of other assets in the consolidated statements of financial condition consists of the following major categories:

(In thousands)	September 30, 2022		December 31, 2021
Net deferred tax assets (net of valuation allowance)	$	907,419	$	657,597
Investments under the equity method		203,172		298,988
Prepaid taxes		46,818		37,924
Other prepaid expenses		42,682		34,937
Capitalized software costs		82,246		44,908
Derivative assets		16,653		26,093
Trades receivable from brokers and counterparties		13,203		65,460
Principal, interest and escrow servicing advances		44,144		53,942
Guaranteed mortgage loan claims receivable		77,618		98,001
Operating ROU assets (Note 28)		119,471		141,748
Finance ROU assets (Note 28)		18,705		13,459
Others		128,247		155,514
Total other assets	$	1,700,378	$	1,628,571

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 associated with hosting arrangements that are service contracts that are also recorded within Other Assets. The hosting arrangements can include capitalizable implementation costs that are amortized during the term of the hosting arrangement. The following table summarizes the composition of acquired or developed software costs as well as costs related to hosting arrangements:

		Gross Carrying			Accumulated		Net Carrying
(In thousands)			Amount		Amortization		Value
September 30, 2022
	Software development costs [1]	$	74,845	$	24,562	$	50,283
	Software license costs		201,314		180,212		21,102
	Cloud computing arrangements		22,661		11,800		10,861
Total Capitalized software costs		$	298,820	$	216,574	$	82,246
December 31, 2021
	Software development costs	$	40,033	$	18,972	$	21,061
	Software license costs		168,862		154,571		14,291
	Cloud computing arrangements		18,346		8,790		9,556
Total Capitalized software costs		$	227,241	$	182,333	$	44,908
[1]	Software development costs includes $28.7 million acquired as part of the Evertec Transactions.

Total amortization expense for all capitalized software and hosting arrangement cost, reflected as part of equipment expenses, is as follows:

	Quarters ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Software development and license costs	$	14,589	$	11,741	$	39,357	$	33,429
Cloud computing arrangements		983		887		3,010		2,818
Total amortization expense	$	15,572	$	12,628	$	42,367	$	36,247

Note 14 – Goodwill and other intangible assets

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022, allocated by reportable segments, were as follows (refer to Note 33 for the definition of the Corporation’s reportable segments):

2022

	Balance at		Goodwill on		Goodwill		Balance at
(In thousands)	January 1, 2022		acquisition			impairment	September 30,2022
Banco Popular de Puerto Rico	$	320,248	$	116,135	$	-	$	436,383
Popular U.S.		400,045		-		(9,000)		391,045
Total Popular, Inc.	$	720,293	$	116,135	$	(9,000)	$	827,428

The goodwill recognized during the nine months ended September 30, 2022 in the reportable segment of Banco Popular de Puerto Rico of $116.1 million was related to the Business Acquisition Transaction. Refer to Note 4, Business combination, for additional information related to the Business Acquisition Transaction, including the goodwill and other intangible assets recognized. The goodwill impairment of $9 million during the nine months ended September 30, 2022 was recognized by the Corporation from the annual test as of July 31, 2022 related to Popular Equipment Finance (“PEF”) as a result of a decrease in the projected earnings of this business unit, as further described below.

There were no changes in the carrying amount of goodwill for the quarters and nine months ended September 30, 2021.

Other Intangible Assets

At September 30, 2022 and December 31, 2021, the Corporation had $0.7 million of identifiable intangible assets with indefinite useful lives.

The following table reflects the components of other intangible assets subject to amortization:

		Gross Carrying			Accumulated		Net Carrying
(In thousands)			Amount		Amortization		Value
September 30, 2022
	Core deposits	$	12,810	$	9,714	$	3,096
	Other customer relationships		14,286		4,404		9,882
Total other intangible assets		$	27,096	$	14,118	$	12,978
December 31, 2021
	Core deposits	$	12,810	$	8,754	$	4,056
	Other customer relationships		14,286		2,883		11,403
Total other intangible assets		$	27,096	$	11,637	$	15,459

During the quarter ended September 30, 2022, the Corporation recognized $ 0.8 million in amortization expense related to other intangible assets with definite useful lives (September 30, 2021 - $ 0.8 million). During the nine months ended September 30, 2022, the Corporation recognized $ 2.5 million in amortization related to other intangible assets with definite useful lives (September 30, 2021 - $ 3.1 million).

The following table presents the estimated amortization of the intangible assets with definite useful lives for each of the following periods:

(In thousands)
Remaining 2022	$	794
Year 2023		3,179
Year 2024		2,938
Year 2025		1,750
Year 2026		1,440
Later years		2,877

Results of the Annual Goodwill Impairment Test

The Corporation’s goodwill and other identifiable intangible assets having an indefinite useful life are tested for impairment, at least annually and on a more frequent basis if events or circumstances indicate impairment could have taken place. Such events could include, among others, a significant adverse change in the business climate, an adverse action by a regulator, an unanticipated change in the competitive environment and a decision to change the operations or dispose of a reporting unit.

Management monitors events or changes in circumstances between annual tests to determine if these events or changes in circumstances would more likely than not reduce the fair value of its reporting units below their carrying amounts.

The Corporation performed the annual goodwill impairment evaluation for the entire organization during the third quarter of 2022 using July 31, 2022 as the annual evaluation date. The reporting units utilized for this evaluation were those that are one level below the business segments, which are the legal entities within the reportable segment. The Corporation follows push-down accounting, as such all goodwill is assigned to the reporting units when carrying out a business combination.

In determining the fair value of each reporting unit, the Corporation generally uses a combination of methods, including market price multiples of comparable companies and transactions, as well as discounted cash flow analysis. Management evaluates the particular circumstances of each reporting unit in order to determine the most appropriate valuation methodology and the weights applied to each valuation methodology, as applicable. The Corporation evaluates the results obtained under each valuation methodology to identify and understand the key value drivers in order to ascertain that the results obtained are reasonable and appropriate under the circumstances. Elements considered include current market and economic conditions, developments in specific lines of business, and any particular features in the individual reporting units.

The computations require management to make estimates and assumptions. Critical assumptions that are used as part of these evaluations include:

 a selection of comparable publicly traded companies, based on nature of business, location and size;

 a selection of comparable acquisitions;

 the discount rate applied to future earnings, based on an estimate of the cost of equity;

 the potential future earnings of the reporting unit; and

 the market growth and new business assumptions.

For purposes of the market comparable companies’ approach, valuations were determined by calculating average price multiples of relevant value drivers from a group of companies that are comparable to the reporting unit being analyzed and applying those price multiples to the value drivers of the reporting unit. Management uses judgment in the determination of which value drivers are considered more appropriate for each reporting unit. Comparable companies’ price multiples represent minority-based multiples and thus, a control premium adjustment is added to the comparable companies’ market multiples applied to the reporting unit’s value drivers.

For purposes of the market comparable transactions’ approach, valuations had been previously determined by the Corporation by calculating average price multiples of relevant value drivers from a group of transactions for which the target companies are comparable to the reporting unit being analyzed and applying those price multiples to the value drivers of the reporting unit.

For purposes of the discounted cash flows (“DCF”) approach, the valuation is based on estimated future cash flows. The financial projections used in the DCF valuation analysis for each reporting unit are based on the most recent (as of the valuation date) financial projections presented to the Corporation’s Asset / Liability Management Committee (“ALCO”). The growth assumptions

included in these projections are based on management’s expectations for each reporting unit’s financial prospects considering economic and industry conditions as well as particular plans of each entity (i.e. restructuring plans, de-leveraging, etc.). The cost of equity used to discount the cash flows was calculated using the Ibbotson Build-Up Method and ranged from 12.51% to 15.73% for the 2022 analysis. The Ibbotson Build-Up Method builds up a cost of equity starting with the rate of return of a “risk-free” asset (20-year U.S. Treasury note) and adds to it additional risk elements such as equity risk premium, size premium, industry risk premium, and a specific geographic risk premium (as applicable). The resulting discount rates were analyzed in terms of reasonability given the current market conditions.

An impairment of $9 million was recognized by the Corporation from the annual test as of July 31, 2022 related to PEF as a result of a decrease in the projected earnings of this business unit.

The results of the BPPR annual goodwill impairment test as of July 31, 2022 indicated that the average estimated fair value using all valuation methodologies exceeded BPPR’s equity value by approximately $3.1 billion or 245% compared to $1.5 billion or 50%, for the annual goodwill impairment test completed as of July 31, 2021. PB’s annual goodwill impairment test results as of such dates indicated that the average estimated fair value using all valuation methodologies exceeded PB’s equity value by approximately $670 million or 41%, compared to $412 million or 24%, for the annual goodwill impairment test completed as of July 31, 2021. Accordingly, no impairment was recognized for BPPR not PB. The goodwill balance of BPPR and PB, as legal entities, represented approximately 93% of the Corporation’s total goodwill balance as of the July 31, 2022 valuation date.

Furthermore, as part of the analyses, management performed a reconciliation of the aggregate fair values determined for the reporting units to the market capitalization of the Corporation concluding that the fair value results determined for the reporting units in the July 31, 2022 annual assessment were reasonable.

The goodwill impairment evaluation process requires the Corporation to make estimates and assumptions with regard to the fair value of the reporting units. Actual values may differ significantly from these estimates. Such differences could result in future impairment of goodwill that would, in turn, negatively impact the Corporation’s results of operations and the reporting units where the goodwill is recorded. Declines in the Corporation’s market capitalization and adverse economic conditions sustained over a longer period of time negatively affecting forecasted cash flows could increase the risk of goodwill impairment in the future.

A decline in the Corporation’s stock price related to global and/or regional macroeconomic conditions, a deterioration in the Puerto Rico economy and fiscal situation, reduced future earnings estimates, additional expenses and higher credit losses, and the continuance of the current interest rate environment could, individually or in the aggregate, have a material impact on the determination of the fair value of our reporting units, which could in turn result in an impairment of goodwill in the future. An impairment of goodwill would result in a non-cash expense, net of tax impact. A charge to earnings related to a goodwill impairment would not impact regulatory capital calculations.

The following tables present the gross amount of goodwill and accumulated impairment losses by reportable segments.


September 30, 2022
	Balance at				Balance at
	September 30,		Accumulated		September 30,
	2022		impairment		2022
(In thousands)	(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	440,184	$	3,801	$	436,383
Popular U.S.		564,456		173,411		391,045
Total Popular, Inc.	$	1,004,640	$	177,212	$	827,428

December 31, 2021
	Balance at				Balance at
	December 31,		Accumulated		December 31,
	2021		impairment		2021
(In thousands)	(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	324,049	$	3,801	$	320,248
Popular U.S.		564,456		164,411		400,045
Total Popular, Inc.	$	888,505	$	168,212	$	720,293

Note 15 – Deposits

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

(In thousands)		September 30, 2022		December 31, 2021
Savings accounts		$	15,818,260	$	15,871,998
NOW, money market and other interest bearing demand deposits			24,466,437		28,736,459
Total savings, NOW, money market and other interest bearing demand deposits			40,284,697		44,608,457
Certificates of deposit:
	Under $250,000		4,108,397		4,086,059
	$250,000 and over		2,820,894		2,626,090
Total certificates of deposit			6,929,291		6,712,149
Total interest bearing deposits		$	47,213,988	$	51,320,606

A summary of certificates of deposits by maturity at September 30, 2022 follows:

(In thousands)
2022	$	2,384,127
2023		2,060,978
2024		889,589
2025		652,629
2026		449,915
2027 and thereafter		492,053
Total certificates of deposit	$	6,929,291

At September 30, 2022, the Corporation had brokered deposits amounting to $ 0.9 billion (December 31, 2021 - $ 0.8 billion).

The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans was $16.4 million at September 30, 2022 (December 31, 2021 - $6 million).

At September 30, 2022, public sector deposits amounted to $17.5 billion. These include $1.4 billion transferred out of BPPR at the beginning of October and exclude $727 million in deposits managed by the Corporation’s Fiduciary Services Division, where it acts as custodian or escrow agent. Public deposit balances are difficult to predict. For example, the receipt by the Puerto Rico Government of hurricane recovery related Federal assistance, and seasonal tax collections, could increase public deposit balances at BPPR. On the other hand, the amount and timing of reductions in balances are likely to be impacted by, for example, the speed at which COVID-19 pandemic and hurricane recovery federal assistance is distributed, the financial condition, liquidity and cash management practices of the Puerto Rico Government and its instrumentalities and the implementation of fiscal and debt adjustment plans approved pursuant to PROMESA or other actions mandated by the Fiscal Oversight and Management Board for Puerto Rico (the “Oversight Board”).

Note 16 – Borrowings

Assets sold under agreements to repurchase

Assets sold under agreements to repurchase amounted to $162 million at September 30, 2022 and $92 million at December 31, 2021.

The Corporation’s repurchase transactions are overcollateralized with the securities detailed in the table below. The Corporation’s repurchase agreements 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 agreement and any other amount or obligation owed in respect of any other agreement 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.

The following table presents information related to the Corporation’s repurchase transactions accounted for as secured borrowings that are collateralized with debt securities available-for-sale, 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

		September 30, 2022		December 31, 2021
			Repurchase		Repurchase
(In thousands)			liability		liability
U.S. Treasury securities
	Within 30 days	$	27,381	$	19,538
	After 30 to 90 days		13,790		30,295
	After 90 days		17,448		29,036
Total U.S. Treasury securities			58,619		78,869
Mortgage-backed securities
	Within 30 days		96,572		11,733
	After 90 days		6,980		722
Total mortgage-backed securities			103,552		12,455
Collateralized mortgage obligations
	Within 30 days		279		279
Total collateralized mortgage obligations			279		279
Total		$	162,450	$	91,603

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

At September 30, 2022 and December 31, 2021, other short-term borrowings consisted of $250 million and $75 million, respectively, in FHLB Advances.

Notes Payable

The following table presents the composition of notes payable at September 30, 2022 and December 31, 2021.

(In thousands)	September 30, 2022		December 31, 2021
Advances with the FHLB with maturities ranging from 2022 through 2029 paying interest at monthly fixed rates ranging from 0.39% to 3.18%	$	391,429	$	492,429
Unsecured senior debt securities maturing on 2023 paying interest semiannually at a fixed rate of 6.125%, net of debt issuance costs of $1,208		298,793		297,842
Junior subordinated deferrable interest debentures (related to trust preferred securities) maturing on 2034 with fixed interest rates ranging from 6.125% to 6.564%, net of debt issuance costs of $322		198,312		198,292
Total notes payable	$	888,534	$	988,563
Note: Refer to the Corporation's 2021 Form 10-K for rates information at December 31, 2021.

A breakdown of borrowings by contractual maturities at September 30, 2022 is included in the table below.

		Assets sold under		Short-term
(In thousands)		agreements to repurchase		borrowings		Notes payable	Total
2022	$	138,022	$	250,000	$	2,148	$	390,170
2023		24,428		-		342,053		366,481
2024		-		-		91,943		91,943
2025		-		-		139,920		139,920
2026		-		-		74,500		74,500
Later years		-		-		237,970		237,970
Total borrowings	$	162,450	$	250,000	$	888,534	$	1,300,984

At September 30, 2022 and December 31, 2021, the Corporation had FHLB borrowing facilities whereby the Corporation could borrow up to $3.3 billion and $3.0 billion, respectively, of which $0.6 billion were used at each period. In addition, at September 30, 2022 and December 31, 2021, the Corporation had placed $0.5 billion and $1.2 billion, respectively, of the available FHLB credit facility as collateral for municipal letters of credit to secure deposits. The FHLB borrowing facilities are collateralized with loans held-in-portfolio, and do not have restrictive covenants or callable features.

Also, at September 30, 2022, the Corporation has a borrowing facility at the discount window of the Federal Reserve Bank of New York amounting to $1.4 billion (December 31, 2021 - $1.3 billion), which remained unused at September 30, 2022 and December 31, 2021. The facility is a collateralized source of credit that is highly reliable even under difficult market conditions.

Note 17 − Other liabilities

The caption of other liabilities in the consolidated statements of financial condition consists of the following major categories:

(In thousands)	September 30, 2022		December 31, 2021
Accrued expenses	$	344,197	$	308,594
Accrued interest payable		28,291		33,227
Accounts payable		79,430		91,804
Dividends payable		39,973		35,937
Trades payable		5,793		13,789
Liability for GNMA loans sold with an option to repurchase		8,821		12,806
Reserves for loan indemnifications		7,947		12,639
Reserve for operational losses		37,507		43,886
Operating lease liabilities (Note 28)		131,422		154,114
Finance lease liabilities (Note 28)		24,692		19,719
Pension benefit obligation		7,931		8,778
Postretirement benefit obligation		158,242		161,988
Others		60,280		70,967
Total other liabilities	$	934,526	$	968,248

Note 18 – Stockholders’ equity

As of September 30, 2022, stockholders’ equity totaled $3.7 billion. During the nine months ended September 30, 2022, the Corporation declared cash dividends of $1.65 (2021 - $1.30) per common share amounting to $124.2 million (2021 - $106.4 million). The quarterly dividend declared to stockholders of record as of the close of business on September 7, 2022 was paid on October 3, 2022.

Accelerated share repurchase transaction (“ASR”)

On August 24, 2022, the Corporation entered into an accelerated share repurchase program for the repurchase of an aggregate of $231 million of Popular’s common stock. Under the terms of the accelerated repurchase agreement (the “August ASR Agreement”), on August 26, 2022 the Corporation made an initial payment of $231 million and received an initial delivery of 2,339,241 shares of the Corporation’s Common Stock (the “Initial Shares”). The transaction was accounted for as a treasury stock transaction. As a result of the receipt of the Initial Shares, the Corporation recognized in stockholders’ equity approximately $185 million in treasury stock and $46 million as a reduction of capital surplus. Upon the final settlement of the August ASR Agreement, the Corporation expects to further adjust its treasury stock and capital surplus accounts to reflect the final delivery or receipt of cash or shares, which will depend on the volume-weighted average price of the Corporation’s common stock during the term of the August ASR Agreement, less a discount. The final settlement of the August ASR Agreement is expected to occur no later than the fourth quarter of 2022.

On July 12, 2022, the Corporation completed an accelerated share repurchase program for the repurchase of an aggregate of $400 million of Popular’s common stock. Under the terms of the accelerated repurchase agreement (the “March ASR Agreement”), on March 2, 2022 the Corporation made an initial payment of $400 million and received an initial delivery of 3,483,942 shares of the Corporation’s Common Stock (the “March ASR Agreement Initial Shares”). The transaction was accounted for as a treasury stock transaction. As a result of the receipt of the March ASR Agreement Initial Shares, the Corporation recognized in stockholders’ equity approximately $320 million in treasury stock and $80 million as a reduction of capital surplus. Upon the final settlement of the March ASR Agreement, the Corporation received an additional 1,582,922 shares of Popular’s common stock and recognized approximately $120 million as treasury stock with a corresponding increase in its capital surplus account. The Corporation repurchased a total of 5,066,864 shares at an average purchased price of $78.9443 under the March ASR Agreement.

On May 3, 2021, the Corporation entered into a $350 million accelerated share repurchase transaction (the “2021 ASR Transaction”) with respect to its common stock, which was accounted for as a treasury stock transaction. As a result of the receipt of the initial 3,785,831 shares, the Corporation recognized in stockholders’ equity approximately $280 million in treasury stock and $70 million as a reduction in capital surplus. The Corporation completed the 2021 ASR Transaction on September 9, 2021 and received 828,965 additional shares of Popular’s common stock and recognized $61 million in treasury stock with a corresponding increase in its capital surplus account. In total, the Corporation repurchased a total of 4,614,796 shares at an average price of $75.8430 under the 2021 ASR Transaction.

Note 19 – Other comprehensive loss

The following table presents changes in accumulated other comprehensive loss by component for the quarters and nine months ended September 30, 2022 and 2021.

		Changes in Accumulated Other Comprehensive Loss by Component [1]
			Quarters ended				Nine months ended
			September 30,				September 30,
(In thousands)				2022		2021		2022		2021
Foreign currency translation		Beginning Balance	$	(64,167)	$	(67,959)	$	(67,307)	$	(71,254)
		Other comprehensive income		7,206		(1,265)		10,346		2,030
		Net change		7,206		(1,265)		10,346		2,030
		Ending balance	$	(56,961)	$	(69,224)	$	(56,961)	$	(69,224)
Adjustment of pension and postretirement benefit plans		Beginning Balance	$	(152,837)	$	(188,572)	$	(158,994)	$	(195,056)
		Other comprehensive income before reclassifications		-		-		1,269		-
		Amounts reclassified from accumulated other comprehensive loss for amortization of net losses		2,444		3,242		7,332		9,726
		Net change		2,444		3,242		8,601		9,726
		Ending balance	$	(150,393)	$	(185,330)	$	(150,393)	$	(185,330)
Unrealized net holding (losses) gains on debt securities		Beginning Balance	$	(1,735,370)	$	163,982	$	(96,120)	$	460,900
		Other comprehensive loss		(781,898)		(46,956)		(2,421,148)		(343,874)
		Amounts reclassified from accumulated other comprehensive (loss) income for gains on securities		-		(18)		-		(18)
		Net change		(781,898)		(46,974)		(2,421,148)		(343,892)
		Ending balance	$	(2,517,268)	$	117,008	$	(2,517,268)	$	117,008
Unrealized net gains (losses) on cash flow hedges		Beginning Balance	$	(642)	$	(3,142)	$	(2,648)	$	(4,599)
		Other comprehensive income (loss) before reclassifications		415		(465)		3,222		662
		Amounts reclassified from accumulated other comprehensive income (loss)		518		1,058		(283)		1,388
		Net change		933		593		2,939		2,050
		Ending balance	$	291	$	(2,549)	$	291	$	(2,549)
		Total	$	(2,724,331)	$	(140,095)	$	(2,724,331)	$	(140,095)
[1]	All amounts presented are net of tax.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss during the quarters and nine months ended September 30, 2022 and 2021.

		Reclassifications Out of Accumulated Other Comprehensive Loss
			Quarters ended				Nine months ended
		Affected Line Item in the	September 30,				September 30,
(In thousands)		Consolidated Statements of Operations		2022		2021		2022		2021
Adjustment of pension and postretirement benefit plans
	Amortization of net losses	Other operating expenses	$	(3,911)	$	(5,187)	$	(11,733)	$	(15,566)
		Total before tax		(3,911)		(5,187)		(11,733)		(15,566)
		Income tax benefit		1,467		1,945		4,401		5,840
		Total net of tax	$	(2,444)	$	(3,242)	$	(7,332)	$	(9,726)
	Realized gain on sale of debt securities	Net gain on sale of debt securities		-		23		-		23
		Total before tax		-		23		-		23
		Income tax expense		-		(5)		-		(5)
		Total net of tax	$	-	$	18	$	-	$	18
Unrealized net gains (losses) on cash flow hedges
	Forward contracts	Mortgage banking activities	$	(828)	$	(1,229)	$	1,249	$	(854)
	Interest rate swaps	Other operating income		-		(289)		(498)		(853)
		Total before tax		(828)		(1,518)		751		(1,707)
		Income tax benefit		310		460		(468)		319
		Total net of tax	$	(518)	$	(1,058)	$	283	$	(1,388)
		Total reclassification adjustments, net of tax	$	(2,962)	$	(4,282)	$	(7,049)	$	(11,096)

Note 20 – Guarantees

At September 30, 2022, the Corporation recorded a liability of $0.2 million (December 31, 2021 - $0.2 million), which represents the unamortized balance of the obligations undertaken in issuing the guarantees under the standby letters of credit. Management does not anticipate any material losses related to these instruments.

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 2009. At September 30, 2022, the Corporation serviced $0.7 billion (December 31, 2021 - $0.7 billion) in residential mortgage loans subject to credit recourse provisions, principally loans associated with FNMA and FHLMC residential mortgage loan securitization programs. In the event of any customer default, pursuant to the credit recourse provided, the Corporation is required to repurchase the loan or reimburse the third party investor for the incurred loss. The maximum potential amount of future payments that the Corporation would be required to make under the recourse arrangements in the event of nonperformance by the borrowers is equivalent to the total outstanding balance of the residential mortgage loans serviced with recourse and interest, if applicable. During the quarter and nine months ended September 30, 2022, the Corporation repurchased approximately $1 million and $6 million, respectively, of unpaid principal balance in mortgage loans subject to the credit recourse provisions (September 30, 2021 - $2 million and $17 million, respectively). In the event of nonperformance by the borrower, the Corporation has rights to the underlying collateral securing the mortgage loan. The Corporation suffers ultimate losses on these loans when the proceeds from a foreclosure sale of the property underlying a defaulted mortgage loan are less than the outstanding principal balance of the loan plus any uncollected interest advanced and the costs of holding and disposing the related property. At September 30, 2022, the Corporation’s liability established to cover the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $7 million (December 31, 2021 - $12 million).

The following table shows the changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse provisions during the quarters and nine months ended September 30, 2022 and 2021.

	Quarters ended September 30,				Nine months ended September 30,
(In thousands)	2022		2021		2022		2021
Balance as of beginning of period	$	9,095	$	15,662	$	11,800	$	22,484
Provision (benefit) for recourse liability		(1,718)		(1,959)		(2,067)		(2,710)
Net charge-offs		(184)		(1,052)		(2,540)		(7,123)
Balance as of end of period	$	7,193	$	12,651	$	7,193	$	12,651

When the Corporation sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the characteristics of the loans sold. To the extent the loans do not meet specified characteristics, the Corporation may be required to repurchase such loans or indemnify for losses and bear any subsequent loss related to the loans. During the nine months ended September 30, 2022, the Corporation purchased $1 million under representation and warranty arrangements. There were no repurchases of loans under representation and warranty arrangements during the nine months ended September 30, 2021. A substantial amount of these loans reinstate to performing status or have mortgage insurance, and thus the ultimate losses on the loans are not deemed significant.

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. At September 30, 2022, the Corporation’s liability for estimated losses associated with indemnifications and representations and warranties related to loans sold by BPPR amounted to $0.8 million (December 31, 2021 - $0.8 million).

Servicing agreements relating to the mortgage-backed securities programs of FNMA, FHLMC and GNMA, and to mortgage loans sold or serviced to certain other investors, including FHLMC, require the Corporation to advance funds to make scheduled payments of principal, interest, taxes and insurance, if such payments have not been received from the borrowers. At September 30, 2022, the Corporation serviced $11.4 billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31, 2021 - $12.1 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 insurance and guarantees programs. However, in the meantime, the Corporation must absorb the cost of the funds it advances during the time the advance is outstanding. The Corporation must also bear the costs of attempting to collect on delinquent and defaulted mortgage loans. In addition, if a defaulted loan is not cured, the mortgage 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

September 30, 2022, the outstanding balance of funds advanced by the Corporation under such mortgage loan servicing agreements was approximately $44 million (December 31, 2021 - $54 million). To the extent the mortgage loans underlying the Corporation’s 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.

Popular, Inc. Holding Company (“PIHC”) fully and unconditionally guarantees certain borrowing obligations issued by certain of its 100% owned consolidated subsidiaries amounting to $94 million at September 30, 2022 and December 31, 2021. In addition, at September 30, 2022 and December 31, 2021, PIHC fully and unconditionally guaranteed on a subordinated basis $193 million of capital securities (trust preferred securities) issued by wholly-owned issuing trust entities to the extent set forth in the applicable guarantee agreement. Refer to Note 18 to the Consolidated Financial Statements in the 2021 Form 10-K for further information on the trust preferred securities.

Note 21 – Commitments and contingencies

Off-balance sheet risk

The Corporation 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 interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial 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:

(In thousands)		September 30, 2022		December 31, 2021
Commitments to extend credit:
	Credit card lines	$	5,811,972	$	5,382,089
	Commercial and construction lines of credit		4,197,401		3,830,601
	Other consumer unused credit commitments		249,167		250,229
Commercial letters of credit			1,687		3,260
Standby letters of credit			22,049		27,848
Commitments to originate or fund mortgage loans			80,102		95,372

At September 30, 2022 and December 31, 2021, the Corporation maintained a reserve of approximately $7.3 million and $7.9 million, respectively, for potential losses associated with unfunded loan commitments related to commercial and construction lines of credit.

Other commitments

At September 30, 2022, and December 31, 2021, the Corporation also maintained other non-credit commitments for approximately $4.8 million and $1.0 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 Puerto Rico 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 33 to the Consolidated Financial Statements.

Puerto Rico has faced significant fiscal and economic challenges for over a decade. In response to such challenges, the U.S. Congress enacted the Puerto Rico Oversight Management and Economic Stability Act (“PROMESA”) in 2016, which, among other things, established the Oversight Board and a framework for the restructuring of the debts of the Commonwealth, its instrumentalities and municipalities. The Commonwealth and several of its instrumentalities have commenced debt restructuring proceedings under PROMESA. As of the date of this report, while municipalities have been designated as covered entities under PROMESA, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such debt restructuring proceeding under PROMESA.

At September 30, 2022, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities totaled $365 million, of which $322 million were outstanding ($367 million and $349 million at December 31, 2021). Of the amount outstanding, $297 million consists of loans and $25 million are securities ($319 million and $30 million at December 31, 2021). Substantially all of the amount outstanding at September 30, 2022 and December 31, 2021 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 other revenues. At September 30, 2022, 74% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón.

The following table details the loans and investments representing the Corporation’s direct exposure to the Puerto Rico government according to their maturities as of September 30, 2022:

(In thousands)			Investment Portfolio		Loans		Total Outstanding		Total Exposure
Central Government
	After 1 to 5 years	$	13	$	-	$	13	$	13
	After 5 to 10 years		1		-		1		1
	After 10 years		28		-		28		28
Total Central Government			42		-		42		42
Municipalities
	Within 1 year		4,530		23,618		28,148		46,337
	After 1 to 5 years		19,105		100,776		119,881		144,881
	After 5 to 10 years		1,025		123,290		124,315		124,315
	After 10 years		-		49,831		49,831		49,831
Total Municipalities			24,660		297,515		322,175		365,364
Total Direct Government Exposure		$	24,702	$	297,515	$	322,217	$	365,406

In addition, at September 30, 2022, the Corporation had $256 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental ($275 million at December 31, 2021). These included $214 million in residential mortgage loans insured by the Puerto Rico Housing Finance Authority (“HFA”), a governmental instrumentality that has been designated as a covered entity under PROMESA (December 31, 2021 - $232 million). These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA insurance covers losses in the event of a borrower default and upon the satisfaction of certain other conditions. The Corporation also had at September 30, 2022, $42 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, 2021 - $43 million). In the event that the mortgage loans insured by HFA and held by the Corporation directly or those serving as collateral for the HFA bonds default and the collateral is insufficient to satisfy the outstanding balance of these loans, HFA’s ability to honor its insurance will depend, among other factors, on the financial condition of HFA at the time such obligations become due and payable. The Corporation does not consider the government guarantee when estimating the credit losses associated with this portfolio. Although the Governor is currently authorized by local legislation to impose a temporary moratorium on the financial obligations of the HFA, a moratorium on such obligations has not been imposed as of the date hereof.

BPPR’s commercial loan 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, 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.

In addition, $1.5 billion of residential mortgages, $47 million of Small Business Administration (“SBA”) loans under the Paycheck Protection Program (“PPP”) and $71 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at September 30, 2022 (compared to $1.6 billion, $353 million and $67 million, respectively, at December 31, 2021). The Corporation also had U.S. Treasury and obligations from the U.S. Government, its agencies or government sponsored entities within the portfolio of available-for-sale and held-to-maturity securities as described in Note 6 and 7 to the Consolidated Financial Statements.

At September 30, 2022, the Corporation has operations in the United States Virgin Islands (the “USVI”) and has approximately $29 million in direct exposure to USVI government entities (December 31, 2021 - $70 million). The USVI has been experiencing a number of fiscal and economic challenges that could adversely affect the ability of its public corporations and instrumentalities to service their outstanding debt obligations.

At September 30, 2022, the Corporation has operations in the British Virgin Islands (“BVI”), which has been 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, it has a loan portfolio amounting to approximately $216 million comprised of various retail and commercial clients, compared to a loan portfolio of $221 million at December 31, 2021.

Legal Proceedings

The nature of Popular’s business ordinarily generates claims, litigation, investigations, and legal and administrative cases and proceedings (collectively, “Legal Proceedings”). When the Corporation determines that it has meritorious defenses to the claims asserted, it vigorously defends itself. The Corporation will consider the settlement of cases (including cases where it has meritorious defenses) when, in management’s judgment, it is in the best interest of the Corporation and its stockholders to do so. On at least a quarterly basis, Popular assesses its liabilities and contingencies relating to outstanding Legal Proceedings utilizing the most current information available. For matters where it is probable that the Corporation will incur a material loss and the amount can be reasonably estimated, the Corporation establishes an accrual for the loss. Once established, the accrual is adjusted on at least a quarterly basis to reflect any relevant developments, as appropriate. For matters where a material loss is not probable, or the amount of the loss cannot be reasonably estimated, no accrual is established.

In certain cases, exposure to loss exists in excess of the 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 $0 to approximately $25.4 million as of September 30, 2022. In certain cases, management cannot reasonably estimate the possible loss at this time. Any estimate involves significant judgment, given the varying stages of the Legal Proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants in several of the current Legal Proceedings whose share of liability has yet to be determined, the numerous unresolved issues in many of the Legal Proceedings, and the inherent uncertainty of the various potential outcomes of such Legal Proceedings. Accordingly, management’s estimate 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 available insurance coverage, management believes that the amount it has already accrued is adequate and any incremental liability arising from the Legal Proceedings in matters in which a loss amount can be reasonably estimated will not have a material adverse effect on the Corporation’s consolidated financial position. However, in the event 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.

BANCO POPULAR DE PUERTO RICO

Hazard Insurance Commission-Related Litigation

Popular, Inc., BPPR and Popular Insurance, LLC (the “Popular Defendants”) have been named defendants in a class action complaint captioned Pérez Díaz v. Popular, Inc., et al, filed before the Court of First Instance, Arecibo Part. The complaint originally sought damages and preliminary and permanent injunctive relief on behalf of the class against the Popular Defendants, as well as Antilles Insurance Company and MAPFRE-PRAICO Insurance Company (the “Defendant Insurance Companies”). Plaintiffs allege that the Popular Defendants have been unjustly enriched by failing to reimburse them for commissions paid by the Defendant Insurance Companies to the insurance agent and/or mortgagee for policy years when no claims were filed against their hazard insurance policies. They demand the reimbursement to the purported “class” of an estimated $400 million plus legal interest, for the “good experience” commissions allegedly paid by the Defendant Insurance Companies during the relevant time period, as well as injunctive relief seeking to enjoin the Defendant Insurance Companies from paying commissions to the insurance agent/mortgagee and ordering them to pay those fees directly to the insured. A motion for dismissal on the merits filed by the Defendant Insurance Companies was denied with a right to replead following limited targeted discovery. Each of the Puerto Rico Court of Appeals and the Puerto Rico Supreme Court denied the Popular Defendants’ request to review the lower court’s denial of the motion to dismiss. In December 2017, plaintiffs amended the complaint and, in January 2018, defendants filed an answer thereto. Separately, in October 2017, the Court entered an order whereby it broadly certified the class, after which the Popular Defendants filed a certiorari petition before the Puerto Rico Court of Appeals in relation to the class certification, which the Court declined to entertain. In November

2018 and in January 2019, plaintiffs filed voluntary dismissal petitions against MAPFRE-PRAICO Insurance Company and Antilles Insurance Company, respectively, leaving the Popular Defendants as the sole remaining defendants in the action.

In April 2019, the Court amended the class definition to limit it to individual homeowners whose residential units were subject to a mortgage from BPPR who, in turn, obtained risk insurance policies with Antilles Insurance or MAPFRE Insurance through Popular Insurance, LLC from 2002 to 2015, and who did not make insurance claims against said policies during their effective term. The Court approved in September 2020 the notice to the class, which is yet to be published.

In May 2021, the Popular Defendants filed a motion for summary judgment with respect to plaintiffs’ unjust enrichment theory of liability, reserving the right to file an additional motion for summary judgment regarding damages. Also, in May 2021, Popular, Inc. and BPPR filed a separate motion for summary judgment for failure to state a claim against such entities. During an oral hearing held in September 2021 to discuss the pending motions for summary judgment, Plaintiffs notified they did not object the dismissal of the action with prejudice as to Popular, Inc. and BPPR, leaving Popular Insurance, LLC (“Popular Insurance”) as the sole remaining defendant in the case. In October 2021, the Court issued a resolution denying Popular Insurance’s Motion for Summary Judgment.

In December 2021, Popular Insurance filed a petition of certiorari to the Puerto Rico Court of Appeals, seeking review from the denial of the motion for summary judgment, and on February 28, 2022, the Court of Appeals entered a judgment reversing the lower court’s decision, after concluding it was unable to review de novo the denial of the motion for summary judgment since such decision failed to comply with the summary judgment standard. The Court of Appeals remanded the case to the lower court with instructions to enter a summary judgment that identifies the material contested issues of facts that prevents the lower court from granting Popular Insurance’s summary judgment motion.

In May 2022, the trial court issued an amended resolution denying for a second time Popular Insurance’s Motion for Summary Judgment. On June 14, 2022, Popular Insurance filed a petition of Certiorari to the Puerto Rico Court of Appeals, seeking review from the denial of the Motion for Summary Judgment. On August 12, 2022, the Court of Appeals reversed the trial court’s ruling, granted summary judgment in favor of Popular Insurance, and ordered the dismissal of the case in its entirety. After the Court of Appeals denied a Motion for Reconsideration filed by Plaintiffs, on October 13, 2022, Plaintiffs filed a certiorari petition before the Puerto Rico Supreme Court seeking review of the Court of Appeals judgment. Popular Insurance’s opposition to the certiorari petition was filed on October 24, 2022.

Mortgage-Related Litigation

BPPR was named a defendant in a putative class action captioned Yiries Josef Saad Maura v. Banco Popular, et al. on behalf of residential customers of the defendant banks who have allegedly been subject to illegal foreclosures and/or loan modifications through their mortgage servicers. Plaintiffs contend that when they sought to reduce their loan payments, defendants failed to provide them with such reduced loan payments, instead subjecting them to lengthy loss mitigation processes while filing foreclosure claims against them in parallel, all in violation of the Truth In Lending Act (“TILA”), the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act (“FCRA”), the Fair Debt Collection Practices Act (“FDCPA”) and other consumer-protection laws and regulations. Plaintiffs did not include a specific amount of damages in their complaint. After waiving service of process, BPPR filed a motion to dismiss the complaint (as did most co-defendants, separately). BPPR further filed a motion to oppose class certification, which the Court granted in September 2018. In April 2019, the Court entered an Opinion and Order granting BPPR’s and several other defendants’ motions to dismiss with prejudice. Plaintiffs filed a Motion for Reconsideration in April 2019, which Popular timely opposed. In September 2019, the Court issued an Amended Opinion and Order dismissing plaintiffs’ claims against all defendants, denying the reconsideration requests and other pending motions, and issuing final judgment. In October 2019, plaintiffs filed a Motion for Reconsideration of the Court’s Amended Opinion and Order, which was denied in December 2019. In January 2020, plaintiffs filed a Notice of Appeal to the U.S. Court of Appeals for the First Circuit. Plaintiffs filed their appeal brief in July 2020, Appellees filed their brief in September 2020, and Appellants filed their reply brief in January 2021. The appeal is now fully briefed and pending resolution.

Insufficient Funds and Overdraft Fees Class Actions

In February 2020, BPPR was served with a putative class action complaint captioned Soto-Melendez v. Banco Popular de Puerto Rico, filed before the United States District Court for the District of Puerto Rico. The complaint alleges breach of contract, breach of the covenant of good faith and fair dealing and unjust enrichment due to BPPR’s purported practice of (a) assessing more than one

insufficient funds fee (“NSF Fees”) on the same ACH “item” or transaction and (b) charging both NSF Fees and overdraft fees (“OD Fees”) on the same ACH item or transaction, and is filed on behalf of all persons who during the applicable statute of limitations period were charged NSF Fees and/or OD Fees pursuant to these purported practices. In April 2020, BPPR filed a motion to dismiss the case. In April 2021, the Court issued an order granting in part and denying in part BPPR’s motion to dismiss; the unjust enrichment claim was dismissed, whereas the breach of contract and covenant of good faith and fair dealing claims survived the motion.

In March 2022, BPPR was also named as a defendant on a putative class action complaint captioned Orama-Caraballo v. Banco Popular, filed before the U.S. District Court for the District of Puerto Rico by the same Plaintiffs’ attorneys of the Soto-Melendez complaint. Similar to the claims set forth in the Soto-Melendez complaint, Plaintiffs allege breach of contract, breach of the covenant of good faith and fair dealing, and unjust enrichment due to the bank’s purported practice of (a) assessing more than one NSF Fee on the same “item” and (b) charging both NSF Fees and OD Fees on the same “item” but included allegations with respect to “checks” in addition to ACH payments.

During a mediation hearing held in April 2022, the parties in both the Soto Melendez and Orama-Caraballo complaints reached a settlement in principle on a class-wide basis subject to final court approval. The parties filed before the Court a notice of settlement and a request to stay the proceedings in both cases and, on August 15, 2022, the parties submitted the class action settlement agreement for the Court's preliminary approval. The Court has yet to issue its preliminary approval of the settlement agreement.

Popular was also named as a defendant on a putative class action complaint captioned Golden v. Popular, Inc. filed in March 2020 before the U.S. District Court for the Southern District of New York, seeking damages, restitution and injunctive relief. Plaintiff alleged breach of contract, violation of the covenant of good faith and fair dealing, unjust enrichment and violation of New York consumer protection law due to Popular’s purported practice of charging 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”) transactions and alleged that Popular assesses OD Fees over authorized transactions for which sufficient funds are held for settlement. In August 2020, Popular filed a Motion to Dismiss on several grounds, including failure to state a claim against Popular, Inc. and improper venue. In October 2020, Plaintiff filed a Notice of Voluntary Dismissal before the U.S. District Court for the Southern District of New York and, simultaneously, filed an identical complaint in the U.S. District Court for the District of the Virgin Islands against Popular, Inc., Popular Bank and BPPR. In November 2020, Plaintiff filed a Notice of Voluntary Dismissal against Popular, 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 2021, the District Court, notwithstanding that BPPR’s Motion to Dismiss remained pending resolution, held an initial scheduling conference and, thereafter, issued a trial management order where it scheduled the deadline for all discovery for November 1, 2022, the deadline for the filing of a joint pre-trial brief for June 1, 2023, and the trial for June 20 to June 30, 2023. During a status hearing held on June 7, 2022, the District Court entered an amended scheduling order extending the discovery deadline to March 31, 2023, and granting plaintiffs until April 14, 2023, to file a motion for class certification.

During a mediation hearing held on October 14, 2022, the parties in the Golden action reached a settlement in principle on a class-wide basis subject to final court approval. On October 19, 2022, the parties filed before the Court a notice of settlement and a request to stay the proceedings while Plaintiffs submit a motion for the preliminary approval of the class action settlement. The parties expect to submit the class action settlement agreement for the Court's preliminary approval during December 2022.

On January 31, 2022, Popular was also named as a defendant on a putative class action complaint captioned Lipsett v. Popular, 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 on April 4, 2022. In response to Popular’s motion, Plaintiff filed a Notice of Voluntary Dismissal on April 27, 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 the same allegations of his previous complaint against Popular. On June 10, 2022, after serving

Plaintiff with a written notice of election to arbitrate the claims asserted in the complaint which went unanswered, Popular Bank filed a Pre-Motion Conference motion related to a new Motion to Compel Arbitration. After Plaintiff responded to the Pre-Motion conference motion, on September 2, 2022, the Court allowed Popular Bank to file its Motion to Compel Arbitration, which it did on September 8, 2022. Plaintiff opposed to such motion on October 13, 2022, and PB filed its reply on November 3, 2022. The Motion to Compel Arbitration is now fully briefed and pending resolution.

Cyber Incident Related Litigation

BPPR was named defendant in a putative class action complaint filed before the U.S. District Court for the District of Puerto Rico, captioned Rosa E. Rivera Marrero v. Banco Popular de Puerto Rico. Plaintiff contends BPPR failed to properly secure and safeguard the class members’ personally identifiable information (“PII”) which was purportedly exposed through a data breach experienced by a BPPR’s vendor in June 2021. Such data breach, which as alleged involved BPPR’s files, occurred via the exploitation of an alleged vulnerability in Accellion FTA, a legacy software product developed by Accellion, Inc used by BPPR’s vendor. Plaintiff further alleges that, during the data breach, an unauthorized actor removed one or more documents that contained PII of the plaintiff and purported class members. Plaintiff demands injunctive relief requesting, among other things, BPPR to protect all data collected through the course of its business in accordance with all applicable regulations, industry standards and federal, state or local laws, as well as an award for damages, attorneys’ fees, costs and litigation expenses. BPPR was served with process on May 27, 2022 and, on August 1, 2022, filed a Motion to Dismiss. On August 15, 2022, Plaintiff filed her opposition to the Motion to Dismiss and, on September 14, 2022, BPPR filed a reply in support of its Motion to Dismiss. BPPR’s Motion to Dismiss is fully briefed and pending resolution.

POPULAR BANK

Employment-Related Litigation

In July 2019, PB was served in a putative class complaint in which it was named as a defendant along with five (5) current PB employees (collectively, the “AB Defendants”), captioned Aileen Betances, et al. v. Popular Bank, et al., filed before the Supreme Court of the State of New York (the “AB Action”). The complaint, filed by five (5) current and former PB employees, seeks to recover damages for the AB Defendants' alleged violation of local and state sexual harassment, discrimination and retaliation laws. Additionally, in July 2019, PB was served in a putative class complaint in which it was named as a defendant along with six (6) current PB employees (collectively, the “DR Defendants”), captioned Damian Reyes, et al. v. Popular Bank, et al., filed before the Supreme Court of the State of New York (the “DR Action”). The DR Action, filed by three (3) current and former PB employees, seeks to recover damages for the DR Defendants’ alleged violation of local and state discrimination and retaliation laws. Plaintiffs in both complaints are represented by the same legal counsel, and five of the six named individual defendants in the DR Action are the same named individual defendants in the AB Action. Both complaints are related, among other things, to allegations of purported sexual harassment and/or misconduct by a former PB employee as well as PB’s actions in connection thereto and seek no less than $100 million in damages each. In October 2019, PB and the other defendants filed several Motions to Dismiss. Plaintiffs opposed the motions in December 2019 and PB and the other defendants replied in January 2020. In July 2020, a hearing to discuss the motions to dismiss filed by PB in both actions was held, at which the Court dismissed one of the causes of action included by plaintiffs in the AB Action.

In June 2021, the Court in the AB Action entered a judgment dismissing all claims except those regarding the principal plaintiff Aileen Betances against PB for retaliation, and Betances’ claim against three (3) other AB Defendants for aiding/abetting the alleged retaliation. Also, in July 2021, the Court in the DR action entered a partial judgment dismissing all claims against the individual DR Defendants, with all surviving claims being against PB and limited to local retaliation claims and local and state discrimination claims. Plaintiffs in both the AB Action and the DR Action have filed notices of appeal of both judgments. On August 11, 2021, PB and the remaining AB Defendants in the AB Action, as well as PB in the DR Action, answered the respective complaints as to the surviving claims. Discovery is ongoing.

On March 25, 2022, Plaintiffs in both the AB Action and the DR Action perfected their appeals seeking to reverse both partial judgments. PB filed opposition briefs as to both appeals on August 10, 2022, and Plaintiffs in both the AB Action and the DR Action have until November 3, 2022 to file their reply. However, on October 24, 2022, PB and all but the principal plaintiff in the AB Action, Aileen Betances, reached an agreement in principle subject to final documentation, to settle all their claims included in the AB Action. Also, on that same date, PB and all Plaintiffs in the DR Action reached an agreement in principle subject to final documentation, to settle all claims included in the DR Action.

POPULAR SECURITIES

Puerto Rico Bonds and Closed-End Investment Funds

The volatility in prices and declines in value that Puerto Rico municipal bonds and closed-end investment companies that invest primarily in Puerto Rico municipal bonds have experienced since August 2013 have led to regulatory inquiries, customer complaints and arbitrations for most broker-dealers in Puerto Rico, including Popular Securities. Popular Securities has received customer complaints and, as of September 30, 2022, was named as a respondent (among other broker-dealers) in 22 pending arbitration proceedings with initial claimed amounts of approximately $26 million in the aggregate. While Popular Securities believes it has meritorious defenses to the claims asserted in these proceedings, it has often determined that it is in its best interest to settle certain claims rather than expend the money and resources required to see such cases to completion. The Puerto Rico Government’s defaults and non-payment of its various debt obligations, as well as the Oversight Board decision to pursue restructurings under Title III and Title VI of PROMESA, have impacted the number of customer complaints (and claimed damages) filed against Popular Securities concerning Puerto Rico bonds and closed-end investment companies that invest primarily in Puerto Rico bonds. An adverse result in the arbitration proceedings described above, or a significant increase in customer complaints, could have a material adverse effect on Popular.

In October 2021, a panel in an arbitration proceeding with claimed damages arising from trading losses of approximately $30 million ordered Popular Securities to pay claimants approximately $6.9 million in compensatory damages and expenses. In November, 2021, the claimants in such arbitration proceeding filed a complaint captioned Trinidad García v. Popular, Inc. et. al. before the United States District Court for the District of Puerto Rico against Popular, Inc., BPPR and Popular Securities (the “Popular Defendants”) alleging, inter alia, that they sustained monetary losses as a result of the Popular Defendants’ anticompetitive, unfair, and predatory practices, including tying arrangements prohibited by the Bank Holding Company Act. Plaintiffs claim that the Popular Defendants caused them to enter a tying arrangement scheme whereby BPPR allegedly would extend secured credit lines to the Plaintiffs on the conditions that they transfer their portfolios to Popular Securities to be used as pledged collateral and obtain additional investment services and products solely from Popular Securities, not from any of its competitors. Plaintiffs also invoke federal court’s supplemental jurisdiction to allege several state law claims against the Popular Defendants, including contractual fault, fault in causing losses in value of the pledge collateral, breach of contract, request for specific compliance thereof, fault in pre-contractual negotiations, emotional distress, and punitive damages. In January 2022, Plaintiffs filed an Amended Complaint, and the Popular Defendants were served with summons on that same date. Plaintiffs demand no less than $390 million in damages, plus an award for costs and attorney's fees. The Popular Defendants filed a Motion to Dismiss on March 21, 2022, which Plaintiffs opposed on June 10, 2022. Popular filed its reply in support of the Motion to Dismiss on June 30, 2022, and Plaintiffs sur-replied on July 27, 2022. The Popular Defendants’ Motion to Dismiss is now fully briefed and pending resolution.

PROMESA Title III Proceedings

In 2017, the Oversight Board engaged the law firm of Kobre & Kim to carry out an independent investigation on behalf of the Oversight Board regarding, among other things, the causes of the Puerto Rico financial crisis. Popular, Inc., BPPR and Popular Securities (collectively, the “Popular Companies”) were served by, and cooperated with, the Oversight Board in connection with requests for the preservation and voluntary production of certain documents and witnesses with respect to Kobre & Kim’s independent investigation.

In August 2018, Kobre & Kim issued its Final Report, which contained various references to the Popular Companies, including an allegation that Popular Securities participated as an underwriter in the Commonwealth’s 2014 issuance of government obligation bonds notwithstanding having allegedly advised against it. The report noted that such allegation could give rise to an unjust enrichment claim against the Corporation and could also serve as a basis to equitably subordinate claims filed by the Corporation in the Title III proceeding to other third-party claims.

After the publication of the Final Report, the Oversight Board created a special claims committee (“SCC”) and, before the end of the applicable two-year statute of limitations for the filing of such claims pursuant to the U.S. Bankruptcy Code, the SCC, along with the Commonwealth’s Unsecured Creditors’ Committee (“UCC”), filed various avoidance, fraudulent transfer and other claims against third parties, including government vendors and financial institutions and other professionals involved in bond issuances then being challenged as invalid by the SCC and the UCC. The Popular Companies, the SCC and the UCC entered into a tolling agreement with respect to potential claims the SCC and the UCC, on behalf of the Commonwealth or other Title III debtors, may assert against

the Popular Companies for the avoidance and recovery of payments and/or transfers made to the Popular Companies or as a result of any role of the Popular Companies in the offering of the aforementioned challenged bond issuances. In January 2022, the SCC, the UCC and the Popular Companies executed a settlement agreement as to potential claims related to the avoidance and recovery of payments and/or transfers made to the Popular Companies. Potential claims being pursued by the SCC and the UCC, including claims tolled under existing tolling agreements, were transferred to a newly created Puerto Rico Avoidance Action Trust as part of the approval of the Commonwealth of Puerto Rico’s Plan of Adjustment. The tolling agreement as to potential claims that may be asserted against the Popular Companies by the Puerto Rico Avoidance Action Trust as a result of any role of the Popular Companies in the offering of certain challenged bond issuances remains in effect.

Note 22 – 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. Furthermore, the Corporation concluded that it did not hold a controlling financial interest 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 Corporation is involved with various special purpose entities mainly in guaranteed mortgage securitization transactions, including GNMA and FNMA. The Corporation has also engaged in securitization transactions with FHLMC, but considers its exposure in the form of servicing fees and servicing advances not to be significant at September 30, 2022. These special purpose entities are deemed to be VIEs since they lack equity investments at risk. The Corporation’s 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 Corporation is not required to provide additional financial support to any of the variable interest entities to which it has transferred the financial assets. The mortgage-backed securities, to the extent retained, are classified in the Corporation’s Consolidated Statements of Financial Condition as available-for-sale or trading securities. The Corporation concluded 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 Corporation holds variable interests in these VIEs in the form of agency mortgage-backed securities and collateralized 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 continuing involvement. Refer to Note 24 to the Consolidated Financial Statements for additional information on the debt securities outstanding at September 30, 2022 and December 31, 2021, which are classified as available-for-sale and trading securities in the Corporation’s Consolidated Statements of Financial Condition. In addition, the Corporation holds variable interests in the form of servicing 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.

The following table presents the carrying amount and classification of the assets related to the Corporation’s variable interests in non-consolidated VIEs and the maximum exposure to loss as a result of the Corporation’s involvement as servicer of GNMA and FNMA loans at September 30, 2022 and December 31, 2021.

(In thousands)		September 30, 2022		December 31, 2021
Assets
Servicing assets:
	Mortgage servicing rights	$	100,468	$	94,464
Total servicing assets		$	100,468	$	94,464
Other assets:
	Servicing advances	$	6,580	$	7,968
Total other assets		$	6,580	$	7,968
Total assets		$	107,048	$	102,432
Maximum exposure to loss		$	107,048	$	102,432

The size of the non-consolidated VIEs, in which the Corporation has a variable interest in the form of servicing fees, measured as the total unpaid principal balance of the loans, amounted to $7.9 billion at September 30, 2022 (December 31, 2021 - $8.3 billion).

The Corporation determined that the maximum exposure to loss includes the fair value of the MSRs and the assumption that the servicing advances at September 30, 2022 and December 31, 2021, 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 Corporation concluded that it is still not the primary beneficiary of these VIEs, and therefore, these VIEs are not required to be consolidated in the Corporation’s financial statements at September 30, 2022.

Note 23 – Related party transactions

The Corporation considers its equity method investees as related parties. The following provides information on transactions with equity method investees considered related parties.

EVERTEC

Until August 15, 2022, the Corporation had an investment in Evertec, which provides various processing and information technology services to the Corporation and its subsidiaries and gave BPPR access to the ATH network owned and operated by Evertec. As of December 31,2021, the Corporation held 11,654,803 shares of Evertec, representing an ownership stake of 16.19%. This investment was accounted for under the equity method. The Corporation recorded $1.5 million in dividends from its investment in Evertec during the nine months ended September 30, 2022 (September 30, 2021 - $1.7 million).

As discussed in Note 4, Business combination, on July 1, 2022, BPPR completed its previously announced acquisition of certain assets from Evertec Group to service certain BPPR channels. In connection with the Business Acquisition Transaction, BPPR also entered into amended and restated service agreements with Evertec Group pursuant to which Evertec Group will continue to provide various information technology and transaction processing services to Popular, BPPR and their respective subsidiaries. As part of the transaction, BPPR and Evertec entered into a revenue sharing structure for BPPR in connection with its merchant acquiring relationship with Evertec. As consideration for the Business Acquisition Transaction, BPPR delivered to Evertec Group 4,589,169 shares of Evertec common stock valued at closing at $169.2 million (based on Evertec’s stock price on June 30, 2022 of $36.88). As a result of the exchange of shares, the Corporation recognized a pre-tax gain of $119.9 million.

Additionally, on August 15, 2022, the Corporation completed the sale of its remaining 7,065,634 shares of common stock of Evertec, Inc. (the “Evertec Stock Sale”, and collectively with the Business Acquisition Transaction, the “Evertec Transactions”). Following the Evertec Stock Sale, Popular no longer owns any Evertec common stock. As a result, the Corporation discontinued accounting for its proportionate share of Evertec’s income (loss) and changes in stockholder’s equity under the equity method of accounting in the third quarter of 2022. The Corporation recognized a pre-tax gain on the Evertec Stock Sale of $137.8 million, including related accounting adjustments.

The following table presents the Corporation’s proportionate share of Evertec’s income (loss) and changes in stockholders’ equity through the period ended September 30, 2022, including the effects of the gains recognized related to the Evertec Transactions.

		Quarter ended		Nine months ended
(In thousands)		September 30.2022		September 30, 2022
Share of Evertec income and Gain from the Evertec Transactions and related accounting adjustments [1]	$	257,712	$	269,539
Share of other changes in Evertec's stockholders' equity		-		3,168
Share of Evertec's changes in equity recognized in income and Gain from the Evertec Transactions and related accounting adjustments	$	257,712	$	272,707
[1] The Gain from the Evertec Transactions and related accounting adjustments are reflected within Other operating income in the accompanying consolidated financial statements. As discussed in Note 4, the Corporation recognized an additional $17.3 million as an operating expense in connection with the Business Acquisition Transaction.

		Quarter ended		Nine months ended
(In thousands)		September 30, 2021		September 30, 2021
Share of income from the investment in Evertec	$	5,709	$	19,426
Share of other changes in Evertec's stockholders' equity		610		1,009
Share of Evertec's changes in equity recognized in income	$	6,319	$	20,435

The following tables present the transactions and service payments between the Corporation and Evertec (as an affiliate) and their impact on the results of operations. Items that represent expenses to the Corporation are presented with parenthesis.

	Nine months ended
(In thousands)	September 30, 2022 [1]			Category
Interest expense on deposits		$	(267)	Interest expense
ATH and credit cards interchange income from services to Evertec			13,955	Other service fees
Rental income charged to Evertec			3,258	Net occupancy
Processing fees on services provided by Evertec			(128,681)	Professional fees
Other services provided to Evertec			420	Other operating expenses
Total		$	(111,315)
[1] Includes activity through June 30, 2022.

	Quarter ended		Nine months ended
(In thousands)	September 30, 2021		September 30, 2021			Category
Interest expense on deposits	$	(103)		$	(267)	Interest expense
ATH and credit cards interchange income from services to Evertec		6,849			20,278	Other service fees
Rental income charged to Evertec		1,973			4,915	Net occupancy
Processing fees on services provided by Evertec		(62,421)			(183,302)	Professional fees
Other services provided to Evertec		214			554	Other operating expenses
Total	$	(53,488)		$	(157,822)

The Corporation continues to obtain programming, processing, and other technology services from Evertec under the amended and restated Master Service Agreement (“MSA”). During the third quarter of 2022, the Corporation incurred expenses of $52 million in connection with these services. In addition, the Corporation received $3.3 million from Evertec, related to its merchant acquiring relationship. Under the terms of the MSA, Evertec will be entitled to receive monthly payments from the Corporation to the extent that Evertec’s revenues, covered under the MSA, fall below certain agreed annualized minimum amounts.

Centro Financiero BHD León

At September 30, 2022, the Corporation had a 15.84% equity interest in Centro Financiero BHD León, S.A. (“BHD León”), one of the largest banking and financial services groups in the Dominican Republic. During the nine months ended September 30, 2022, the Corporation recorded $23.7 million in earnings from its investment in BHD León (September 30, 2021 - $20.4 million), which had

a carrying amount of $192.2 million at September 30, 2022 (December 31, 2021 - $180.3 million). The Corporation received $ 16.0 million in dividends distributions during the nine months ended September 30, 2022 from its investment in BHD León (September 30, 2021 - $4.3 million).

Investment Companies

The Corporation, through its subsidiary Popular Asset Management LLC (“PAM”), provides advisory services to several investment companies registered under the Investment Company Act of 1940 in exchange for a fee. The Corporation, through its subsidiary BPPR, also provides administrative, custody and 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 nine months ended September 30, 2022 administrative fees charged to these investment companies amounted to $1.9 million (September 30, 2021 - $3.4 million) and waived fees amounted to $0.7 million (September 30, 2021 - $1.3 million), for a net fee of $1.2 million (September 30, 2021 - $2.1 million).

Note 24 – 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 fair value measurements and disclosures. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

 Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date. Valuation on these instruments does not necessitate a significant degree of judgment since valuations are based on quoted prices that are readily available in an active market.

 Level 2 - Quoted prices other than those included in Level 1 that are 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 Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring 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 Corporation employs internally-developed models that primarily use market-based inputs including 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 2021 Form 10-K.

The estimated fair value may be subjective in nature and may involve uncertainties and matters of significant judgment for certain financial instruments. Changes in the underlying assumptions used in calculating fair value could significantly affect the results.

Fair Value on a Recurring and Nonrecurring Basis

The following fair value hierarchy tables present information about the Corporation’s assets and liabilities measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021:

At September 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Measured at NAV		Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	5,450,397	$	16,055,525	$	-	$	-	$	21,505,922
Collateralized mortgage obligations - federal agencies		-		176,204		-		-		176,204
Mortgage-backed securities		-		6,580,237		711		-		6,580,948
Other		-		74		1,000		-		1,074
Total debt securities available-for-sale	$	5,450,397	$	22,812,040	$	1,711	$	-	$	28,264,148
Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	15,711	$	-	$	-	$	-	$	15,711
Obligations of Puerto Rico, States and political subdivisions		-		66		-		-		66
Collateralized mortgage obligations		-		48		135		-		183
Mortgage-backed securities		-		14,056		-		-		14,056
Other		-		-		255		-		255
Total trading account debt securities, excluding derivatives	$	15,711	$	14,170	$	390	$	-	$	30,271
Equity securities	$	-	$	26,723	$	-	$	331	$	27,054
Mortgage servicing rights		-		-		130,541		-		130,541
Derivatives		-		16,653		-		-		16,653
Total assets measured at fair value on a recurring basis	$	5,466,108	$	22,869,586	$	132,642	$	331	$	28,468,667
Liabilities
Derivatives	$	-	$	(14,776)	$	-	$	-	$	(14,776)
Total liabilities measured at fair value on a recurring basis	$	-	$	(14,776)	$	-	$	-	$	(14,776)

At December 31, 2021
(In thousands)	Level 1		Level 2		Level 3			Measured at NAV	Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	-	$	15,859,030	$	-	$	-	$	15,859,030
Obligations of U.S. Government sponsored entities		-		70		-		-		70
Collateralized mortgage obligations - federal agencies		-		221,265		-		-		221,265
Mortgage-backed securities		-		8,886,950		826		-		8,887,776
Other		-		128		-		-		128
Total debt securities available-for-sale	$	-	$	24,967,443	$	826	$	-	$	24,968,269
Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	6,530	$	-	$	-	$	-	$	6,530
Obligations of Puerto Rico, States and political subdivisions		-		85		-		-		85
Collateralized mortgage obligations		-		59		198		-		257
Mortgage-backed securities		-		22,559		-		-		22,559
Other		-		-		280		-		280
Total trading account debt securities, excluding derivatives	$	6,530	$	22,703	$	478	$	-	$	29,711
Equity securities	$	-	$	32,429	$	-	$	77	$	32,506
Mortgage servicing rights		-		-		121,570		-		121,570
Derivatives		-		26,093		-		-		26,093
Total assets measured at fair value on a recurring basis	$	6,530	$	25,048,668	$	122,874	$	77	$	25,178,149
Liabilities
Derivatives	$	-	$	(22,878)	$	-	$	-	$	(22,878)
Contingent consideration		-		-		(9,241)		-		(9,241)
Total liabilities measured at fair value on a recurring basis	$	-	$	(22,878)	$	(9,241)	$	-	$	(32,119)

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 recorded during the quarters and nine months ended September 30, 2022 and 2021 and excludes nonrecurring fair value measurements of assets no longer outstanding as of the reporting date.

Nine months ended September 30, 2022
(In thousands)	Level 1		Level 2		Level 3		Total
NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans^[1]	$	-	$	-	$	9,933	$	9,933	$	(9,580)
Loans held-for-sale^[2]		-		-		8,080		8,080		(224)
Other real estate owned^[3]		-		-		3,067		3,067		(940)
Other foreclosed assets^[3]		-		-		30		30		(1)
Long-lived assets held-for-sale^[4]		-		-		686		686		(688)
Total assets measured at fair value on a nonrecurring basis	$	-	$	-	$	21,796	$	21,796	$	(11,433)
[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 excluded from the reported fair value amount.
[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 excluded from the reported fair value amount.
[4] Represents the fair value of long-lived assets held-for-sale that were written down to their fair value.

Nine months ended September 30, 2021

(In thousands)	Level 1		Level 2		Level 3		Total
NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans^[1]	$	-	$	-	$	22,700	$	22,700	$	(4,775)
Other real estate owned^[2]		-		-		6,540		6,540		(1,583)
Long-lived assets held-for-sale^[3]		-		-		2,728		2,728		(303)
Total assets measured at fair value on a nonrecurring basis	$	-	$	-	$	31,968	$	31,968	$	(6,661)
[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 excluded from the reported fair value amount.
[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 excluded from the reported fair value amount.
[3] Represents the fair value of long-lived assets held-for-sale that were written down to their fair value.

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters and nine months ended September 30, 2022 and 2021.

	Quarter ended September 30, 2022
		MBS		Other		CMOs		Other
		classified		securities		classified		securities
		as debt		classified as		as trading		classified
		securities		debt securities		account		as trading		Mortgage
		available-		available-		debt		account debt		servicing		Total		Contingent		Total
(In thousands)		for-sale		for-sale		securities		securities		rights		assets		consideration		liabilities
Balance at June 30, 2022		$	779	$	500	$	152	$	264	$	129,877	$	131,572	$	(9,241)	$	(9,241)
Gains (losses) included in earnings			-		-		(1)		(9)		(499)		(509)		9,241		9,241
Gains (losses) included in OCI			(18)		-		-		-		-		(18)		-		-
Additions			-		500		3		-		1,163		1,666		-		-
Settlements			(50)		-		(19)		-		-		(69)		-		-
Balance at September 30, 2022		$	711	$	1,000	$	135	$	255	$	130,541	$	132,642	$	-	$	-
Changes in unrealized gains (losses) included in earnings relating to assets still held at September 30, 2022		$	-	$	-	$	(1)	$	7	$	1,984	$	1,990	$	-	$	-

	Nine months ended September 30, 2022
		MBS		Other				Other
		classified		securities		CMOs		securities
		as investment		classified as		classified		classified
		securities		debt securities		as trading		as trading		Mortgage
		available-		available-		account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		for-sale		securities		securities		rights		assets		consideration		liabilities
Balance at January 1, 2022		$	826	$	-	$	198	$	280	$	121,570	$	122,874	$	(9,241)	$	(9,241)
Gains (losses) included in earnings			-		-		(2)		(25)		2,776		2,749		9,241		9,241
Gains (losses) included in OCI			(15)		-		-		-		-		(15)		-		-
Additions			-		1,000		5		-		6,195		7,200		-		-
Settlements			(100)		-		(66)		-		-		(166)		-		-
Balance at September 30, 2022		$	711	$	1,000	$	135	$	255	$	130,541	$	132,642	$	-	$	-
Changes in unrealized gains (losses) included in earnings relating to assets still held at September 30, 2022		$	-	$	-	$	(2)	$	14	$	11,556	$	11,568	$	-	$	-

	Quarter ended September 30, 2021
		MBS				Other
		classified		CMOs		securities
		as investment		classified		classified
		securities		as trading		as trading		Mortgage
		available-		account		account		servicing		Total
(In thousands)		for-sale		securities		securities		rights		assets
Balance at June 30, 2021		$	938	$	250	$	361	$	119,467	$	121,016
Gains (losses) included in earnings			-		-		(9)		(5,979)		(5,988)
Gains (losses) included in OCI			(5)		-		-		-		(5)
Additions			-		4		-		3,079		3,083
Settlements			(50)		(34)		-		-		(84)
Balance at September 30, 2021		$	883	$	220	$	352	$	116,567	$	118,022
Changes in unrealized gains (losses) included in earnings relating to assets still held at September 30, 2021		$	-	$	-	$	4	$	(1,912)	$	(1,908)

	Nine months ended September 30, 2021
		MBS				Other
		classified		CMOs		securities
		as investment		classified		classified
		securities		as trading		as trading		Mortgage
		available-		account		account		servicing		Total
(In thousands)		for-sale		securities		securities		rights		assets
Balance at January 1, 2021		$	1,014	$	278	$	381	$	118,395	$	120,068
Gains (losses) included in earnings			-		-		(29)		(11,716)		(11,745)
Gains (losses) included in OCI			(6)		-		-		-		(6)
Additions			-		28		-		9,888		9,916
Settlements			(125)		(86)		-		-		(211)
Balance at September 30, 2021		$	883	$	220	$	352	$	116,567	$	118,022
Changes in unrealized gains (losses) included in earnings relating to assets still held at September 30, 2021		$	-	$	(1)	$	13	$	1,214	$	1,226

Gains and losses (realized and unrealized) included in earnings for the quarters and nine months ended September 30, 2022 and 2021 for Level 3 assets and liabilities included in the previous tables are reported in the consolidated statement of operations as follows:

	Quarter ended September 30, 2022				Nine months ended September 30, 2022
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
Mortgage banking activities	$	(499)	$	1,984	$	2,776	$	11,556
Trading account profit (loss)		(10)		6		(27)		12
Other operating income		9,241		-		9,241		-
Total	$	8,732	$	1,990	$	11,990	$	11,568

	Quarter ended September 30, 2021				Nine months ended September 30, 2021
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
Mortgage banking activities	$	(5,979)	$	(1,912)	$	(11,716)	$	1,214
Trading account profit (loss)		(9)		4		(29)		12
Total	$	(5,988)	$	(1,908)	$	(11,745)	$	1,226

The following tables include quantitative information about significant unobservable inputs used to derive the fair value of Level 3 instruments, excluding those instruments for which the unobservable inputs were not developed by the Corporation such as prices of prior transactions and/or unadjusted third-party pricing sources at September 30, 2022 and 2021.

			Fair value at
		September 30,
(In thousands)			2022		Valuation technique	Unobservable inputs	Weighted average (range) [1]
CMO's - trading		$	135		Discounted cash flow model	Weighted average life	0.5 years (0.2 - 0.7 years)
						Yield	4.9% (4.9% - 5.4%)
						Prepayment speed	10.7% (10.1% - 18.5%)
Other - trading		$	255		Discounted cash flow model	Weighted average life	2.9 years
						Yield	12.0%
						Prepayment speed	10.8%
Loans held-in-portfolio		$	4,473	[2]	External appraisal	Haircut applied on
						external appraisals	16.1% (5.0% - 25.0%)
Other real estate owned		$	289	[3]	External appraisal	Haircut applied on
						external appraisals	27% (5.0% - 35%)
[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.
[3]	Other real estate owned in which haircuts were not applied to external appraisals were excluded from this table.

			Fair value at
		September 30,
(In thousands)			2021		Valuation technique	Unobservable inputs	Weighted average (range) [1]
CMO's - trading		$	220		Discounted cash flow model	Weighted average life	0.9 years (0.1 - 1.1 years)
						Yield	3.6% (3.6% - 4.1%)
						Prepayment speed	11.4% (10.1% - 16.7%)
Other - trading		$	352		Discounted cash flow model	Weighted average life	3.6 years
						Yield	12.0%
						Prepayment speed	10.8%
Mortgage servicing rights		$	116,567		Discounted cash flow model	Prepayment speed	6.2% (0.3% - 34.2%)
						Weighted average life	6.1 years (0.1 - 13.1 years)
						Discount rate	11.1% (9.5% - 14.7%)
Loans held-in-portfolio		$	21,715	[2]	External appraisal	Haircut applied on
						external appraisals	11% (10.0% - 30.5%)
Other real estate owned		$	4,099	[3]	External appraisal	Haircut applied on
						external appraisals	22.3% (5.0% - 35.0%)
[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.
[3]	Other real estate owned in which haircuts were not applied to external appraisals were excluded from this table.

Effective the fourth quarter 2021, the mortgage servicing rights fair value was provided by a third-party valuation specialist. Refer to Note 11 to the Consolidated Financial Statements for additional information on MSRs.

The significant unobservable inputs used in the fair value measurement of the Corporation’s collateralized mortgage obligations and interest-only collateralized mortgage obligation (reported as “other”), which are classified in the “trading” category, are yield, constant prepayment rate, and weighted average life. Significant increases (decreases) in any of those inputs in isolation would result in significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the constant prepayment rate will generate a directionally opposite change in the weighted average life. For example, as the average life is reduced by a higher constant prepayment rate, a lower yield will be realized, and when there is a reduction in the constant prepayment rate, the average life of these collateralized mortgage obligations will extend, thus resulting in a higher yield.

The significant unobservable inputs used in the fair value measurement of the Corporation’s mortgage servicing rights are constant prepayment rates and discount rates. Increases in interest rates may result in lower prepayments. Discount rates vary according to products and / or portfolios depending on the perceived risk. Increases in discount rates result in a lower fair value measurement.

100

Note 25 – Fair value of financial instruments

The fair value of 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 financial 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.

The fair values reflected herein have been determined based on the prevailing rate environment at September 30, 2022 and December 31, 2021, as applicable. In different interest rate environments, fair value estimates can differ significantly, especially for certain fixed rate financial instruments. In addition, the fair values presented do not attempt to estimate the value of the Corporation’s 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 fair value amounts of the financial instruments disclosed do not represent management’s estimate of the underlying value of the Corporation.

101

		September 30, 2022
		Carrying									Measured
(In thousands)		amount		Level 1		Level 2		Level 3			at NAV	Fair value
Financial Assets:
Cash and due from banks		$	2,017,312	$	2,017,312	$	-	$	-	$	-	$	2,017,312
Money market investments			3,975,048		3,967,849		7,199		-		-		3,975,048
Trading account debt securities, excluding derivatives^[1]			30,271		15,711		14,170		390		-		30,271
Debt securities available-for-sale^[1]			28,264,148		5,450,397		22,812,040		1,711		-		28,264,148
Debt securities held-to-maturity:
	U.S. Treasury securities	$	1,881,547	$	-	$	1,829,680	$	-	$	-	$	1,829,680
	Obligations of Puerto Rico, States and political subdivisions		58,969		-		-		61,894		-		61,894
	Collateralized mortgage obligation-federal agency		24		-		-		24		-		24
	Securities in wholly owned statutory business trusts		5,960		-		5,960		-		-		5,960
Total debt securities held-to-maturity		$	1,946,500	$	-	$	1,835,640	$	61,918	$	-	$	1,897,558
Equity securities:
	FHLB stock	$	60,844	$	-	$	60,844	$	-	$	-	$	60,844
	FRB stock		94,870		-		94,870		-		-		94,870
	Other investments		30,209		-		26,723		3,969		331		31,023
Total equity securities		$	185,923	$	-	$	182,437	$	3,969	$	331	$	186,737
Loans held-for-sale		$	8,065	$	-	$	-	$	8,065	$	-	$	8,065
Loans held-in-portfolio			30,820,092		-		-		29,308,370		-		29,308,370
Mortgage servicing rights			130,541		-		-		130,541		-		130,541
Derivatives			16,653		-		16,653		-		-		16,653
		September 30, 2022
		Carrying									Measured
(In thousands)		amount		Level 1		Level 2		Level 3			at NAV	Fair value
Financial Liabilities:
Deposits:
	Demand deposits	$	57,890,036	$	-	$	57,890,036	$	-	$	-	$	57,890,036
	Time deposits		6,929,291		-		6,553,096		-		-		6,553,096
Total deposits		$	64,819,327	$	-	$	64,443,132	$	-	$	-	$	64,443,132
Assets sold under agreements to repurchase		$	162,450	$	-	$	162,380	$	-	$	-	$	162,380
Other short-term borrowings^[2]			250,000		-		250,000		-		-		250,000
Notes payable:
	FHLB advances	$	391,429	$	-	$	362,885	$	-	$	-	$	362,885
	Unsecured senior debt securities		298,793		-		304,080		-		-		304,080
	Junior subordinated deferrable interest debentures (related to trust preferred securities)		198,312		-		181,574		-		-		181,574
Total notes payable		$	888,534	$	-	$	848,539	$	-	$	-	$	848,539
Derivatives		$	14,776	$	-	$	14,776	$	-	$	-	$	14,776
[1]	Refer to Note 24 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.
[2]	Refer to Note 16 to the Consolidated Financial Statements for the composition of other short-term borrowings.

102

		December 31, 2021
		Carrying									Measured
(In thousands)		amount		Level 1		Level 2		Level 3			at NAV	Fair value
Financial Assets:
Cash and due from banks		$	428,433	$	428,433	$	-	$	-	$	-	$	428,433
Money market investments			17,536,719		17,530,640		6,079		-		-		17,536,719
Trading account debt securities, excluding derivatives^[1]			29,711		6,530		22,703		478		-		29,711
Debt securities available-for-sale^[1]			24,968,269		-		24,967,443		826		-		24,968,269
Debt securities held-to-maturity:
	Obligations of Puerto Rico, States and political subdivisions	$	65,380	$	-	$	-	$	77,383	$	-	$	77,383
	Collateralized mortgage obligation-federal agency		25		-		-		25		-		25
	Securities in wholly owned statutory business trusts		5,960		-		5,960		-		-		5,960
Total debt securities held-to-maturity		$	71,365	$	-	$	5,960	$	77,408	$	-	$	83,368
Equity securities:
	FHLB stock	$	59,918	$	-	$	59,918	$	-	$	-	$	59,918
	FRB stock		96,217		-		96,217		-		-		96,217
	Other investments		33,842		-		32,429		3,704		77		36,210
Total equity securities		$	189,977	$	-	$	188,564	$	3,704	$	77	$	192,345
Loans held-for-sale		$	59,168	$	-	$	-	$	59,885	$	-	$	59,885
Loans held-in-portfolio			28,545,191		-		-		27,489,583		-		27,489,583
Mortgage servicing rights			121,570		-		-		121,570		-		121,570
Derivatives			26,093		-		26,093		-		-		26,093
		December 31, 2021
		Carrying									Measured
(In thousands)		amount		Level 1		Level 2		Level 3			at NAV		Fair value
Financial Liabilities:
Deposits:
	Demand deposits	$	60,292,939	$	-	$	60,292,939	$	-	$	-	$	60,292,939
	Time deposits		6,712,149		-		6,647,301		-		-		6,647,301
Total deposits		$	67,005,088	$	-	$	66,940,240	$	-	$	-	$	66,940,240
Assets sold under agreements to repurchase		$	91,603	$	-	$	91,602	$	-	$	-	$	91,602
Other short-term borrowings^[2]			75,000		-		75,000		-		-		75,000
Notes payable:
	FHLB advances	$	492,429	$	-	$	496,091	$	-	$	-	$	496,091
	Unsecured senior debt securities		297,842		-		319,296		-		-		319,296
	Junior subordinated deferrable interest debentures (related to trust preferred securities)		198,292		-		201,879		-		-		201,879
Total notes payable		$	988,563	$	-	$	1,017,266	$	-	$	-	$	1,017,266
Derivatives		$	22,878	$	-	$	22,878	$	-	$	-	$	22,878
Contingent consideration		$	9,241	$	-	$	-	$	9,241	$	-	$	9,241
[1]	Refer to Note 24 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.
[2]	Refer to Note 16 to the Consolidated Financial Statements for the composition of other short-term borrowings.

The notional amount of commitments to extend credit at September 30, 2022 and December 31, 2021 is $10.3 billion and $9.5 billion, respectively, and represents the unused portion of credit facilities granted to customers. The notional amount of letters of credit at September 30, 2022 and December 31, 2021 is $24 million and $31 million respectively, and represents 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.

103

Note 26 – Net income per common share

The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the quarters and nine months ended September 30, 2022 and 2021:

	Quarters ended September 30,				Nine months ended September 30,
(In thousands, except per share information)	2022		2021		2022		2021
Net income	$	422,395	$	248,114	$	845,502	$	728,825
Preferred stock dividends		(353)		(353)		(1,059)		(1,059)
Net income applicable to common stock	$	422,042	$	247,761	$	844,443	$	727,766
Average common shares outstanding		73,955,184		80,126,166		76,173,783		81,864,634
Average potential dilutive common shares		102,148		148,776		130,436		149,479
Average common shares outstanding - assuming dilution		74,057,332		80,274,942		76,304,219		82,014,113
Basic EPS	$	5.71	$	3.09	$	11.09	$	8.89
Diluted EPS	$	5.70	$	3.09	$	11.07	$	8.87

As disclosed in Note 18 to the Consolidated Financial Statements, as of September 30, 2022, the Corporation completed its previously announced $400 million accelerated share repurchase transaction (the “March ASR Agreement”) and, in connection therewith, received an initial delivery of 3,483,942 shares of common stock during the first quarter of 2022 and 1,582,922 additional shares of common stock during the third quarter of 2022. The final number of shares delivered was based in the average daily volume weighted average price (“VWAP”) of its common stock, net of discount, during the term of the March ASR Agreement, which amounted to $78.94.

On August 2022, the Corporation entered into a $231 million accelerated share repurchase transaction (the “August ASR Agreement”) and, in connection therewith, received an initial delivery of 2,339,241 shares of common stock. The initial share delivery was accounted for as a treasury stock transaction. As part of this transaction, the Corporation entered into a forward contract, which remained outstanding as of September 30, 2022, for which the Corporation expected to receive additional shares upon the termination of the August ASR Agreement. The dilutive EPS computation excludes 699,181 shares that at September 30, 2022 were estimated to be received under the August ASR Agreement since the effect would be antidilutive.

For the quarters and nine months ended September 30, 2022 and 2021, 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, 2021. For a discussion of the calculation under the treasury stock method, refer to Note 31 of the Consolidated Financial Statements included in the 2021 Form 10-K.

104

Note 27 – Revenue from contracts with customers

The following table presents the Corporation’s revenue streams from contracts with customers by reportable segment for the quarters and nine months ended September 30, 2022 and 2021.

		Quarter ended September 30,				Nine months ended September 30,
(In thousands)		2022					2022
			BPPR		Popular U.S.		BPPR		Popular U.S.
Service charges on deposit accounts		$	37,047	$	2,959	$	114,025	$	8,503
Other service fees:
	Debit card fees		11,912		221		36,134		660
	Insurance fees, excluding reinsurance		9,985		1,210		30,005		3,906
	Credit card fees, excluding late fees and membership fees		34,369		313		99,376		948
	Sale and administration of investment products		5,952		-		17,760		-
	Trust fees		5,680		-		18,187		-
Total revenue from contracts with customers [1]		$	104,945	$	4,703	$	315,487	$	14,017
[1]	The amounts include intersegment transactions of $ (0.6) million and $4.4 million, respectively, for the quarter and nine months ended September 30, 2022.

		Quarter ended September 30,				Nine months ended September 30,
(In thousands)		2021					2021
			BPPR		Popular U.S.		BPPR		Popular U.S.
Service charges on deposit accounts		$	38,496	$	2,816	$	112,732	$	8,353
Other service fees:
	Debit card fees		11,967		243		35,522		723
	Insurance fees, excluding reinsurance		9,416		1,054		27,489		2,483
	Credit card fees, excluding late fees and membership fees		30,076		274		85,203		788
	Sale and administration of investment products		6,216		-		17,726		-
	Trust fees		6,574		-		18,878		-
Total revenue from contracts with customers [1]		$	102,745	$	4,387	$	297,550	$	12,347
[1]	The amounts include intersegment transactions of $0.3 million and $2.6 million, respectively, for the quarter and nine months ended September 30, 2021.

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 performance obligation satisfied over time is recognized based on the services that have been rendered to date. Revenue from a performance obligation satisfied at a point in time is recognized when the customer obtains control over the service. The transaction price, or the amount of revenue recognized, reflects the consideration the Corporation expects to be entitled to in exchange for those promised services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Corporation is the principal in a transaction if it obtains control of the specified goods or services before they are transferred to the customer. If the Corporation acts as principal, revenues are presented in the gross amount of 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 accounts

Service charges on deposit accounts are earned on retail and commercial deposit activities 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 activity or event or upon the occurrence of a condition which triggers the fee assessment. The Corporation is acting as principal in these transactions.

105

Debit card fees

Debit card fees include, but are not limited to, interchange fees, surcharging income and foreign transaction fees. These transaction-based fees are recognized at a point in time, upon occurrence of an activity or event or upon the occurrence of a condition which triggers the fee assessment. Interchange fees are recognized upon settlement of the debit card payment transactions. The Corporation is acting as principal in these transactions.

Insurance fees

Insurance fees include, but are not limited to, commissions and contingent commissions. Commissions and fees are recognized when related policies are effective since the Corporation does not have an enforceable right to payment for services completed to date. An allowance is created for expected adjustments to commissions earned related to policy cancellations. Contingent commissions are recorded on an accrual basis when the amount to be received is notified by the insurance 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 not limited 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 Corporation is acting as principal in these transactions.

Sale and administration of investment products

Fees from the sale and administration of investment products include, but are not limited to, commission income from the sale of investment products, asset management fees, underwriting fees, and mutual fund fees.

Commission income from investment products is recognized on the trade date since clearing, trade execution, and custody services are satisfied when the customer acquires or disposes of the rights to obtain the economic benefits of the investment products and brokerage contracts have no fixed duration and are terminable at will by either party. The Corporation is acting as principal in these transactions since it performs the service of providing the customer with the ability to acquire or dispose of the rights to obtain the economic benefits of investment products.

Asset management fees are satisfied over time and are recognized in arrears. At contract inception, the estimate of the asset management fee is constrained from the 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 services is considered a single performance obligation as it requires the provision of a series of distinct services 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.

Trust fees

Trust fees are recognized from retirement plan, mutual fund administration, investment management, trustee, escrow, and custody and safekeeping services. These asset management services are considered a single performance obligation as it requires the provision of a series of distinct services that are substantially the same and have the same pattern of transfer. The performance obligation is satisfied over time, except for optional services and certain other services that are satisfied 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.

106

Note 28 – Leases

The Corporation enters in the ordinary course of business into operating and finance leases for land, buildings and equipment. These contracts generally do not include purchase options or residual value guarantees. The remaining lease terms of 0.1 to 31.3 years considers options to extend the leases for up to 20.0 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.

The Corporation recognizes right-of-use assets (“ROU assets”) and lease liabilities related to operating and finance leases in its Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. Refer to Note 13 and Note 17 to the Consolidated Financial Statements, respectively, for information on the balances of these lease assets and liabilities.

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 borrowing facilities of its banking subsidiaries that are collateralized. For leases held by non-banking 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:

September 30, 2022
(In thousands)		Remaining 2022		2023		2024		2025		2026		Later Years		Total Lease Payments		Less: Imputed Interest		Total
Operating Leases	$	7,345	$	27,970	$	26,509	$	23,586	$	15,187	$	47,606	$	148,203	$	(16,781)	$	131,422
Finance Leases		1,047		4,225		4,323		4,434		4,084		9,995		28,108		(3,416)		24,692

The following table presents the lease cost recognized by the Corporation in the Consolidated Statements of Operations as follows:

		Quarters ended September 30,				Nine months ended September 30,
(In thousands)		2022		2021		2022		2021
Finance lease cost:
	Amortization of ROU assets	$	643	$	475	$	2,088	$	1,531
	Interest on lease liabilities		261		257		848		795
Operating lease cost			7,498		7,800		22,785		22,005
Short-term lease cost			231		174		399		349
Variable lease cost			33		20		86		70
Sublease income			(9)		(19)		(28)		(57)
Net gain recognized from sale and leaseback transactions^[1]			-		(7,007)		-		(7,007)
Total lease cost^[2]		$	8,657	$	1,700	$	26,178	$	17,686
[1]	During the quarter ended September 30, 2021, the Corporation recognized the transfer of two corporate office buildings as a sale. Since these sale and partial leaseback transactions were considered to be at fair value, no portion of the gain on sale was deferred.
[2]	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.

107

The following table presents supplemental cash flow information and other related information related to operating and finance leases.

			Nine months ended September 30,
(Dollars in thousands)			2022			2021
Cash paid for amounts included in the measurement of lease liabilities:
	Operating cash flows from operating leases^[1]	$	22,389		$	30,282
	Operating cash flows from finance leases		848			795
	Financing cash flows from finance leases^[1]		2,363			2,262
ROU assets obtained in exchange for new lease obligations:
	Operating leases^[2]	$	1,937		$	22,352
	Finance leases		556			-
Weighted-average remaining lease term:
	Operating leases		7.4	years		7.9	years
	Finance leases		8.4	years		8.5	years
Weighted-average discount rate:
	Operating leases		2.8	%		2.8	%
	Finance leases		4.3	%		5.0	%
[1]	During the quarter ended March 31, 2021, the Corporation made base lease termination payments amounting to $7.8 million in connection with the closure of nine branches as a result of the strategic realignment of PB’s New York Metro branch network.
[2]	During the quarter ended September 30, 2021, the Corporation recognized a lease liability of $16.8 million and a corresponding ROU asset for the same amount as a result of the partial leaseback of two corporate office buildings.

As of September 30, 2022, the Corporation has additional operating and finance leases contracts that have not yet commenced with an undiscounted contract amount of $17.1 million and $2.2 million, respectively, which will have lease terms ranging from 10 to 20 years.

108

Note 29 – Pension and postretirement benefits

The Corporation 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 Corporation also provides certain postretirement health care benefits for retired employees 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:


		Pension Plans				OPEB Plan
		Quarters ended September 30,				Quarters ended September 30,
(In thousands)		2022		2021		2022		2021
Personnel Cost:
Service cost	$	-	$	-	$	121	$	160
Other operating expenses:
Interest cost		4,800		3,998		983		893
Expected return on plan assets		(8,847)		(9,670)		-		-
Amortization of prior service cost/(credit)		-		-		-		-
Amortization of net loss		3,911		4,719		-		468
Total net periodic pension cost	$	(136)	$	(953)	$	1,104	$	1,521

		Pension Plans				OPEB Plan
		Nine months ended September 30,				Nine months ended September 30,
(In thousands)		2022		2021		2022		2021
Personnel Cost:
Service cost	$	-	$	-	$	364	$	480
Other operating expenses:
Interest cost		14,399		11,994		2,948		2,679
Expected return on plan assets		(26,541)		(29,011)		-		-
Amortization prior service cost/(credit)		-		-		-		-
Amortization of net loss		11,733		14,159		-		1,407
Total net periodic pension cost	$	(409)	$	(2,858)	$	3,312	$	4,566

The Corporation paid the following contributions to the plans for the nine months ended September 30, 2022 and expects to pay the following contributions for the year ending December 31, 2022.

	For the nine months ended		For the year ending
(In thousands)	September 30, 2022		December 31, 2022
Pension Plans	$	170	$	227
OPEB Plan	$	5,046	$	5,971

109

Note 30 - 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 under the Incentive Plan to employees becomes vested based on 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 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 Popular, Inc.’s common stock provided that the Corporation achieves certain goals during a three-year performance cycle. The goals will be based on two metrics weighted equally: the Relative Total Shareholder Return (“TSR”) and, depending on the date of the grant, the Absolute Return on Average Assets (“ROA”) goal or the Absolute Return on Average Tangible common Equity (“ROATCE”) goal. The TSR metric is considered to be a market condition under ASC 718. For equity settled awards based on a market condition, the fair value is determined as of the grant date and is not subsequently revised based on actual performance. The ROA and ROATCE metrics are considered to be a performance condition under ASC 718. The fair value is determined based on the probability of achieving the ROA or ROATCE goal as of each reporting period. The TSR and ROA or 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 (ROA and 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 following table summarizes the restricted stock and performance shares activity under the Incentive Plan for members of management.

110

(Not in thousands)	Shares		Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2020	358,512	$	41.23
Granted	191,479		69.38
Performance Shares Quantity Adjustment	54,306		54.21
Vested	(273,974)		55.11
Forfeited	(8,440)		43.48
Non-vested at December 31, 2021	321,883	$	47.98
Granted	194,791		84.29
Performance Shares Quantity Adjustment	9,255		55.51
Vested	(234,482)		67.22
Forfeited	(1,625)		78.86
Non-vested at September 30, 2022	289,822	$	56.93

During the quarter ended September 30, 2022, 1,888 shares of restricted stock (September 30, 2021 – 0) were awarded to management under the Incentive Plan. During the quarters ended September 30, 2022 and 2021, no performance shares were awarded to management under the Incentive Plan. For the nine months ended September 30, 2022, 137,934 shares of restricted stock (September 30, 2021 – 120,105) and 56,857 performance shares (September 30, 2021 - 71,374) were awarded to management under the Incentive Plan.

During the quarter ended September 30, 2022, the Corporation recognized $1.5 million of restricted stock expense related to management incentive awards, with a tax benefit of $0.3 million (September 30, 2021 - $1.3 million, with a tax benefit of $0.3 million). For the nine months ended September 30, 2022, the Corporation recognized $8.9 million of restricted stock expense related to management incentive awards, with a tax benefit of $1.5 million (September 30, 2021 - $7.5 million, with a tax benefit of $1.4 million). For the nine months ended September 30, 2022, the fair market value of the restricted stock and performance shares vested was $12.2 million at grant date and $20.7 million at vesting date. This differential triggers a windfall of $3.1 million that was recorded as a reduction on income tax expense. During the quarter ended September 30, 2022 the Corporation recognized $0.3 million of performance shares expense, with a tax benefit of $13 thousand (September 30, 2021 - $0.3 million, with a tax benefit of $12 thousand). For the nine months ended September 30, 2022, the Corporation recognized $4.3 million of performance shares expense, with a tax benefit of $0.3 million (September 30, 2021 - $4.9 million, with a tax benefit of $0.5 million). The total unrecognized compensation cost related to non-vested restricted stock awards and performance shares to members of management at September 30, 2022 was $11.5 million and is expected to be recognized over a weighted-average period of 1.9 years.

The following table summarizes the restricted stock activity under the Incentive Plan for members of the Board of Directors:

(Not in thousands)		Restricted Stock units		Weighted-Average Grant Date Fair Value per Unit
Non-vested at December 31, 2020	$	-	$	-
Granted		20,638		78.20
Vested		(20,638)		78.20
Forfeited		-		-
Non-vested at December 31, 2021	$	-	$	-
Granted		24,409		77.62
Vested		(24,409)		77.62
Forfeited		-		-
Non-vested at September 30, 2022	$	-	$	-

111

The equity awards granted to members of the Board of Directors of Popular, 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 restricted stock or RSUs at each Directors election. If RSUs are elected, the Directors may defer the delivery of the shares of common stock underlying the RSUs award until their retirement. To the extent that cash dividends are paid on the Corporation’s outstanding common stock, the Directors will receive an additional number of RSUs that reflect a reinvested dividend equivalent.

For 2022, 2021 and 2020, all Directors elected RSUs. During the quarter ended September 30, 2022, 857 RSUs were granted to the Directors (September 30, 2021 - 545) and the Corporation recognized expense related to these RSUs of $0.1 million with a tax benefit of $25 thousand (September 30, 2021 - $42 thousand with a tax benefit of $8 thousand). For the nine months ended September 30, 2022, the Corporation granted 24,409 RSUs to the Directors (September 30, 2021 - 20,079) and the Corporation recognized $1.9 million of expense related to these RSUs, with a tax benefit of $0.4 million, (September 30, 2021 - $1.9 million, with a tax benefit of $0.3 million). The fair value at vesting date of the RSU vested during the nine months ended September 30, 2022 for the Directors was $1.9 million.

112

Note 31 – 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:

		Quarters ended
		September 30, 2022				September 30, 2021
(In thousands)		Amount	% of pre-tax income			Amount	% of pre-tax income
Computed income tax expense at statutory rates	$	183,893	38	%	$	124,370	38	%
Net benefit of tax exempt interest income		(45,499)	(9)			(34,294)	(10)
Deferred tax asset valuation allowance		3,724	1			3,529	1
Difference in tax rates due to multiple jurisdictions		(7,147)	(2)			(9,600)	(3)
Effect of income subject to preferential tax rate		(109,588)	(22)			(5,441)	(2)
Unrecognized tax benefits		(1,503)	-			(5,484)	(2)
Adjustment due to estimate on the annual effective rate		10,096	2			4,001	1
State and local taxes		3,726	1			6,352	2
Others		30,284	6			109	-
Income tax expense	$	67,986	14	%	$	83,542	25	%

		Nine months ended
		September 30, 2022				September 30, 2021
(In thousands)		Amount	% of pre-tax income			Amount	% of pre-tax income
Computed income tax expense at statutory rates	$	385,567	38	%	$	360,859	38	%
Net benefit of tax exempt interest income		(123,324)	(12)			(105,297)	(11)
Deferred tax asset valuation allowance		9,662	1			19,682	2
Difference in tax rates due to multiple jurisdictions		(20,457)	(2)			(25,429)	(3)
Effect of income subject to preferential tax rate		(116,630)	(11)			(10,175)	(1)
Adjustment due to estimate on the annual effective rate		10,655	1			(6,732)	(1)
Unrecognized tax benefits		(1,503)	-			(5,484)	(1)
State and local taxes		10,957	1			8,943	1
Others		27,750	3			(2,901)	-
Income tax expense	$	182,677	18	%	$	233,466	24	%

For the quarter and nine months ended September 30, 2022, the Corporation recorded an income tax expense of $68.0 million and $182.7 million, respectively, compared to $83.5 million and $233.5 million for the respective periods of 2021. The decrease in income tax expense was primarily due to the effect of income subject to preferential tax rates mainly attributed to the gain from the sale of Evertec shares in connection with the Evertec Transactions and to higher tax exempt income for the quarter and nine months ended September 30, 2022.

The following table presents a breakdown of the significant components of the Corporation’s deferred tax assets and liabilities.

113

			September 30, 2022
(In thousands)			PR		US		Total
Deferred tax assets:
Tax credits available for carryforward		$	261	$	2,781	$	3,042
Net operating loss and other carryforward available			121,840		640,545		762,385
Postretirement and pension benefits			50,997		-		50,997
Deferred loan origination fees/cost			20		-		20
Allowance for credit losses			240,578		34,147		274,725
Accelerated depreciation			5,246		7,367		12,613
FDIC-assisted transaction			152,665		-		152,665
Intercompany deferred gains			1,829		-		1,829
Lease liability			28,747		20,960		49,707
Unrealized net loss on trading and available-for-sale securities			291,285		26,109		317,394
Difference in outside basis from pass-through entities			42,459		-		42,459
Other temporary differences			33,017		8,218		41,235
	Total gross deferred tax assets		968,944		740,127		1,709,071
Deferred tax liabilities:
Indefinite-lived intangibles			79,617		53,778		133,395
Right of use assets			26,499		17,594		44,093
Deferred loan origination fees/cost			574		3,506		4,080
Other temporary differences			38,104		1,529		39,633
	Total gross deferred tax liabilities		144,794		76,407		221,201
Valuation allowance			138,219		444,444		582,663
Net deferred tax asset		$	685,931	$	219,276	$	905,207

			December 31, 2021
(In thousands)			PR		US		Total
Deferred tax assets:
Tax credits available for carryforward		$	261	$	2,781	$	3,042
Net operating loss and other carryforward available			112,331		665,164		777,495
Postretirement and pension benefits			57,002		-		57,002
Deferred loan origination fees/cost			2,788		-		2,788
Allowance for credit losses			233,500		31,872		265,372
Deferred gains			1,642		-		1,642
Accelerated depreciation			5,246		7,422		12,668
FDIC-assisted transaction			152,665		-		152,665
Lease liability			31,211		23,894		55,105
Difference in outside basis from pass-through entities			54,781		-		54,781
Other temporary differences			38,512		8,418		46,930
	Total gross deferred tax assets		689,939		739,551		1,429,490
Deferred tax liabilities:
Indefinite-lived intangibles			76,635		51,150		127,785
Unrealized net gain (loss) on trading and available-for-sale securities			4,329		2,817		7,146
Right of use assets			29,025		20,282		49,307
Deferred loan origination fees/cost			-		3,567		3,567
Other temporary differences			43,856		1,530		45,386
	Total gross deferred tax liabilities		153,845		79,346		233,191
Valuation allowance			128,557		410,970		539,527
Net deferred tax asset		$	407,537	$	249,235	$	656,772

114

The net deferred tax asset shown in the table above at September 30, 2022 is reflected in the consolidated statements of financial condition as $0.9 billion in net deferred tax assets in the “Other assets” caption (December 31, 2021 - $0.7 billion) and $2.2 million in deferred tax liabilities in the “Other liabilities” caption (December 31, 2021 - $869 thousand), reflecting the aggregate deferred tax assets or liabilities of individual tax-paying subsidiaries of the Corporation in their respective tax jurisdiction, Puerto Rico or the United States.

At September 30, 2022 the net deferred tax asset of the U.S. operations amounted to $663 million with a valuation allowance of approximately $444 million, for a net deferred tax asset after valuation allowance of approximately $219 million. The Corporation evaluates the realization of the deferred tax asset by taxing jurisdiction. The U.S. operation had sustained profitability for the year ended December 31, 2021, and the period ended September 30, 2022. Years 2020 and 2021 were impacted by the COVID-19 pandemic and other events. Year 2020 was unfavorably impacted by the ACL reserve build-ups and the impairment of expenses on the branch closures in the New York region. Year 2021 has been favorably impacted by a strong economic recovery that resulted in ACL reserve releases, reversing the year 2020 build-up. The financial results for the period ended September 30, 2022 demonstrate financial stability for the U.S. operations, despite the climate of uncertainty as a result of recent global geopolitical and health challenges. These historical financial results are objectively verifiable positive evidence, evaluated together with the positive evidence of stable credit metrics, in combination with the length of the expiration of the NOLs. On the other hand, the Corporation evaluated the negative evidence accumulated over the years, including financial results lower than expectations and challenges to the economy due to global geopolitical uncertainty. As of September 30, 2022, after weighting all positive and negative evidence, the Corporation concluded that it is more likely than not that approximately $219 million of the deferred tax asset from the U.S. operations, comprised mainly of net operating losses, will be realized. The Corporation based this determination on its estimated earnings available to realize the deferred tax asset 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 and the pre-tax earnings forecast on a quarterly basis to assess the future realization of the deferred tax asset. Management will closely monitor factors, including, net income versus forecast, targeted loan growth, net interest income margin, allowance for credit losses, charge offs, NPLs inflows and NPA balances. If our U.S. operations continue to show actual and projected strong financial results along with new tax initiatives, this could be considered additional positive evidence that could overcome totally or partially the negative evidence evaluated as of September 30, 2022, that could increase the amount of benefit from net operating losses that the Corporation estimates to be realized in the future resulting in future adjustments to the valuation allowance.

At September 30, 2022, the Corporation’s net deferred tax assets related to its Puerto Rico operations amounted to $686 million.

The Corporation’s Puerto Rico Banking operation is not in a cumulative loss position and has sustained profitability for the three year period ended September 30, 2022. 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 deferred tax asset. Based on this evidence and management’s estimate of future taxable income, the Corporation has concluded that it is more likely than not that such net deferred tax asset of the Puerto Rico Banking operations will be realized.

The Holding Company operation is in a cumulative loss position, taking into account taxable income exclusive of reversing temporary differences, for the three years period ending September 30, 2022. Management expects these losses will be a trend in future years. This objectively verifiable negative evidence is considered by management strong negative evidence that will suggest 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, considering the criteria of ASC Topic 740. Accordingly, the Corporation has maintained a valuation allowance on the deferred tax asset of $138 million as of September 30, 2022.

The reconciliation of unrecognized tax benefits, excluding interest, was as follows:

115

(In millions)		2022		2021
Balance at January 1	$	3.5	$	14.8
Balance at March 31	$	3.5	$	14.8
Balance at June 30	$	3.5	$	14.8
Reduction as a result of lapse of statute of limitations - July through September		(1.1)		-
Reduction as a result of settlements - July through September		-		(11.3)
Balance at September 30	$	2.4	$	3.5

At September 30, 2022, the total amount of accrued interest recognized in the statement of financial condition amounted to $2.5 million (December 31, 2021 - $2.8 million). The total interest expense recognized at September 30, 2022 was $202 thousand, net of the reduction of $448 thousand due to the expiration of the statute of limitation (September 30, 2021– $810 thousand, net of a reduction of $2.9 million due to the expiration of the statute of limitation). Management determined that at September 30, 2022 and December 31, 2021 there was no need to accrue for the payment of penalties. The Corporation’s policy is to report interest 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 $4.3 million at September 30, 2022 (December 31, 2021 - $5.5 million).

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions. The Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which could amount to approximately $1.5 million, including interest.

The Corporation and its subsidiaries file income tax returns in Puerto Rico, the U.S. federal jurisdiction, various U.S. states and political subdivisions, and foreign jurisdictions. At September 30, 2022, the following years remain subject to examination in the U.S. Federal jurisdiction: 2018 and thereafter; and in the Puerto Rico jurisdiction, 2017 and thereafter.

116

Note 32 – Supplemental disclosure on the consolidated statements of cash flows

Additional disclosures on cash flow information and non-cash activities for the nine months ended September 30, 2022 and September 30, 2021 are listed in the following table:


(In thousands)			September 30, 2022		September 30, 2021
Non-cash activities:
Loans transferred to other real estate		$	50,359	$	40,278
Loans transferred to other property			38,066		32,748
Total loans transferred to foreclosed assets			88,425		73,026
Loans transferred to other assets			6,631		5,237
Financed sales of other real estate assets			6,231		9,641
Financed sales of other foreclosed assets			29,505		31,809
Total financed sales of foreclosed assets			35,736		41,450
Financed sale of premises and equipment			31,894		30,730
Transfers from premises and equipment to long-lived assets held-for-sale			1,126		26,242
Transfers from loans held-in-portfolio to loans held-for-sale			11,522		60,806
Transfers from loans held-for-sale to loans held-in-portfolio			25,706		6,710
Loans securitized into investment securities^[1]			294,872		546,335
Trades receivable from brokers and counterparties			12,973		74,328
Trades payable to brokers and counterparties			5,793		13,746
Recognition of mortgage servicing rights on securitizations or asset transfers			6,195		9,888
Loans booked under the GNMA buy-back option			3,984		20,908
Capitalization of lease right of use asset			4,453		26,676
Acquisition of software intangible assets			28,650		-
Goodwill on acquisition			116,135		-
Total stock consideration related to Evertec transaction			144,785		-
[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.


(In thousands)		September 30, 2022		September 30, 2021
Cash and due from banks		$	1,937,638	$	506,890
Restricted cash and due from banks			79,674		32,083
Restricted cash in money market investments			7,199		6,406
Total cash and due from banks, and restricted cash^[2]		$	2,024,511	$	545,379
[2]	Refer to Note 5 - Restrictions on cash and due from banks and certain securities for nature of restrictions.

117

Note 33 – Segment reporting

The Corporation’s corporate structure consists of two reportable 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 New York Branch. It also includes the lending operations of Popular Auto and Popular Mortgage. Other financial services 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 under the name of Popular, 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 Evertec, until August 15, 2022, and Centro Financiero BHD, León.

The accounting policies of the individual operating segments are the same as those of the Corporation. Transactions between reportable segments are primarily conducted at market rates, resulting in profits that are eliminated for reporting consolidated results of operations.

The tables that follow present the results of operations and total assets by reportable segments:

118

2022
For the quarter ended September 30, 2022
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	488,123	$	98,874	$	1
Provision for credit losses				29,813		10,011		-
Non-interest income				262,587		15,203		(137)
Amortization of intangibles				484		311		-
Goodwill impairment charge				-		9,000		-
Depreciation expense				11,862		1,693		-
Other operating expenses				396,655		57,127		(135)
Income tax expense				48,209		10,628		-
Net income			$	263,687	$	25,307	$	(1)
Segment assets			$	59,640,784	$	11,106,409	$	(319,999)

For the quarter ended September 30, 2022
		Reportable
(In thousands)		Segments		Corporate		Eliminations		Total Popular, Inc.
Net interest income (expense)	$	586,998	$	(7,379)	$	-	$	579,619
Provision for credit losses (benefit)		39,824		(187)		-		39,637
Non-interest income		277,653		148,228		613		426,494
Amortization of intangibles		795		-		-		795
Goodwill impairment charge		9,000		-		-		9,000
Depreciation expense		13,555		298		-		13,853
Other operating expenses		453,647		(46)		(1,154)		452,447
Income tax expense		58,837		8,469		680		67,986
Net income	$	288,993	$	132,315	$	1,087	$	422,395
Segment assets	$	70,427,194	$	5,341,051	$	(5,038,570)	$	70,729,675

For the nine months ended September 30, 2022
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	1,351,086	$	278,825	$	3
Provision for credit losses				24,941		8,580		-
Non-interest income				542,826		26,076		(410)
Amortization of intangibles				1,453		1,028		-
Goodwill impairment charge				-		9,000		-
Depreciation expense				35,054		5,272		-
Other operating expenses				1,069,512		166,677		(407)
Income tax expense				141,113		33,917		-
Net income			$	621,839	$	80,427	$	-
Segment assets			$	59,640,784	$	11,106,409	$	(319,999)

For the nine months ended September 30, 2022
		Reportable						Total
(In thousands)		Segments		Corporate		Eliminations		Popular, Inc.
Net interest income (expense)	$	1,629,914	$	(22,121)	$	-	$	1,607,793
Provision for credit losses (benefit)		33,521		(22)		-		33,499
Non-interest income		568,492		174,060		(3,955)		738,597
Amortization of intangibles		2,481		-		-		2,481
Goodwill impairment charge		9,000		-		-		9,000
Depreciation expense		40,326		881		-		41,207
Other operating expenses		1,235,782		(149)		(3,609)		1,232,024
Income tax expense		175,030		7,802		(155)		182,677
Net income	$	702,266	$	143,427	$	(191)	$	845,502
Segment assets	$	70,427,194	$	5,341,051	$	(5,038,570)	$	70,729,675

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2021
For the quarter ended September 30, 2021
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	419,166	$	80,038	$	2
Provision for credit losses (benefit)				(37,022)		(23,937)		-
Non-interest income				146,139		6,150		(136)
Amortization of intangibles				617		166		-
Depreciation expense				11,164		1,516		-
Other operating expenses				324,171		50,694		(136)
Income tax expense				65,357		18,139		-
Net income			$	201,018	$	39,610	$	2
Segment assets			$	63,476,269	$	10,338,333	$	(23,074)

For the quarter ended September 30, 2021
		Reportable
(In thousands)		Segments		Corporate		Eliminations		Total Popular, Inc.
Net interest income (expense)	$	499,206	$	(9,813)	$	-	$	489,393
Provision for credit losses (benefit)		(60,959)		(214)		-		(61,173)
Non-interest income		152,153		17,251		(146)		169,258
Amortization of intangibles		783		-		-		783
Depreciation expense		12,680		328		-		13,008
Other operating expenses		374,729		615		(967)		374,377
Income tax expense (benefit)		83,496		(279)		325		83,542
Net income	$	240,630	$	6,988	$	496	$	248,114
Segment assets	$	73,791,528	$	5,378,819	$	(4,981,184)	$	74,189,163

For the nine months ended September 30, 2021
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	1,248,689	$	237,950	$	5
Provision for credit losses (benefit)				(104,425)		(55,801)		-
Non-interest income				417,399		17,083		(411)
Amortization of intangibles				2,338		499		-
Depreciation expense				35,115		5,441		-
Other operating expenses				938,754		152,421		(408)
Income tax expense				187,784		46,337		-
Net income			$	606,522	$	106,136	$	2
Segment assets			$	63,476,269	$	10,338,333	$	(23,074)

For the nine months ended September 30, 2021
		Reportable						Total
(In thousands)		Segments		Corporate		Eliminations		Popular, Inc.
Net interest income (expense)	$	1,486,644	$	(30,337)	$	-	$	1,456,307
Provision for credit losses (benefit)		(160,226)		(188)		-		(160,414)
Non-interest income		434,071		45,675		(2,295)		477,451
Amortization of intangibles		2,837		252		-		3,089
Depreciation expense		40,556		860		-		41,416
Other operating expenses		1,090,767		(567)		(2,824)		1,087,376
Income tax expense (benefit)		234,121		(925)		270		233,466
Net income	$	712,660	$	15,906	$	259	$	728,825
Segment assets	$	73,791,528	$	5,378,819	$	(4,981,184)	$	74,189,163

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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 operations in the U.S. Virgin Islands, the British Virgin Islands and New York. BPPR’s banking operations in the United States include co-branded credit cards offerings and commercial lending activities. BPPR’s commercial lending activities in the U.S., through its New York Branch, include periodic loan participations with PB. During the quarter and nine months ended September 30, 2022, BPPR participated in loans originated by PB totaling $69 million and $160 million respectively, while there were no such participations for the quarter and nine months ended September 30, 2021. At September 30, 2022, total assets for the BPPR segment related to its operations in the United States amounted to $1.0 billion (December 31, 2021 - $589 million). During the nine months period ended September 30, 2022, the BPPR segment generated approximately $45.0 million (2021 - $38.1 million) in revenues from its operations in the United States, including net interest income, service charges on deposit accounts and other service fees. In the Virgin Islands, the BPPR segment offers banking products, including loans and deposits. The BPPR segment generated $34.6 million in revenues (2021 - $34.7 million) from its operations in the U.S. and British Virgin Islands.

Geographic Information
			Quarter ended				Nine months ended
(In thousands)			September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenues:^[1]
Puerto Rico		$	852,149	$	542,178	$	1,940,457	$	1,590,030
United States			133,071		97,331		347,614		288,619
Other			20,893		19,142		58,319		55,109
Total consolidated revenues		$	1,006,113	$	658,651	$	2,346,390	$	1,933,758
[1]	Total revenues include net interest income, service charges on deposit accounts, other service fees, mortgage banking activities, net (loss) gain, including impairment on equity securities, net (loss) gain on trading account debt securities, net loss on sale of loans, including valuation adjustment on loans held-for-sale, adjustments to indemnity reserves on loans sold, and other operating income.

Selected Balance Sheet Information:
(In thousands)			September 30, 2022		December 31, 2021
Puerto Rico
	Total assets	$	57,192,527	$	63,221,282
	Loans		20,760,831		19,770,118
	Deposits		54,769,845		57,211,608
United States
	Total assets	$	12,153,357	$	10,986,055
	Loans		10,204,303		8,903,493
	Deposits		8,016,775		7,777,232
Other
	Total assets	$	1,383,791	$	890,562
	Loans		566,119		626,115
	Deposits^[1]		2,032,707		2,016,248
[1]	Represents deposits from BPPR operations located in the U.S. and British Virgin Islands.

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Note 34 ─ Subsequent events

Transfer of Securities from Available-for Sale to Held-To-Maturity

In October 2022, the Corporation transferred U.S. Treasury securities with a fair value of $6.5 billion (par value of $7.4 billion) from its available-for-sale portfolio to its held-to-maturity portfolio. This transaction was accounted for during the fourth quarter of 2022, when management changed its intent to hold these securities to maturity to reduce the impact on accumulated other comprehensive income (“AOCI”) and tangible capital of further increases in interest rates. The Corporation has the intent and ability to hold these securities to maturity.

The securities were reclassified at fair value at the time of the transfer. At the date of the transfer, these securities had pre-tax unrealized losses of $873.1 million recorded in AOCI. This fair value discount will be accreted to interest income and the unrealized loss remaining in AOCI will be amortized, offsetting each other through the remaining life of the securities. There were no realized gains or losses recorded as a result of this transfer.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report includes management’s discussion and analysis (“MD&A”) of the consolidated financial position and financial performance of Popular, Inc. (the “Corporation” or “Popular”). All accompanying tables, financial statements and notes included 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 Corporation provides retail, mortgage and commercial banking services through its principal banking subsidiary, Banco Popular de Puerto Rico (“BPPR”), as well as investment banking, broker-dealer, auto and equipment leasing and financing, and insurance services through specialized subsidiaries. In the U.S. mainland, the Corporation provides retail, mortgage, equipment leasing and financing, and commercial banking services through its New York-chartered banking subsidiary, Popular Bank (“PB”), which has branches located in New York, New Jersey and Florida and its subsidiaries. In addition, BPPR provides certain lending activities in the U.S. through its New York Branch. Note 33 to the Consolidated Financial Statements presents information about the Corporation’s business segments.

SIGNIFICANT EVENTS

Acquisition of Key Customer Channels and Amendments to Commercial Contracts with Evertec and Subsequent Sale of Remaining Ownership Stake in Evertec

On July 1, 2022, BPPR completed its previously announced acquisition of certain assets from Evertec Group, LLC (“Evertec Group”), a wholly owned subsidiary of Evertec, Inc. (“Evertec”), to service certain BPPR channels (“Business Acquisition Transaction”).

As consideration for the Business Acquisition Transaction, BPPR delivered to Evertec Group 4,589,169 shares of Evertec common stock valued at closing at $169.2 million (based on Evertec’s stock price on June 30, 2022 of $36.88). A total of $144.8 million of the consideration for the transaction was attributed to the acquisition of the critical channels of which $28.7 million were attributed to Software Intangible Assets and $116.1 million were attributed to goodwill. The transaction was accounted for as a business combination. The remaining $24.2 million was attributed to the renegotiation of the Master Services Agreement (“MSA”) with Evertec and was recorded as an expense. The Corporation also recorded a credit of $6.9 million in Evertec billings under the MSA during the third quarter of 2022 as a result of the Business Acquisition Transaction, resulting in a net expense charge for the quarter of $17.3 million.

On August 15, 2022, the Corporation completed the sale of its remaining 7,065,634 shares of common stock of Evertec (the “Evertec Stock Sale”, and collectively with the Business Acquisition Transaction, the “Evertec Transactions”). Following the Evertec Stock Sale, Popular no longer owns any Evertec common stock. The impact of the gain on the sale of Evertec shares used as consideration for the Business Acquisition Transaction in exchange for the acquired applications on July 1, 2022 and the net expense associated with the renegotiation of the MSA resulted in an after-tax gain of $97.9 million, while the Evertec Stock Sale and

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the related accounting adjustments resulted in an after-tax gain of $128.8 million, recorded during the third quarter of 2022, for an aggregate after-tax gain of $226.6 million.

Capital Actions

On July 12, 2022, the Corporation completed its previously announced accelerated share repurchase (“ASR”) program for the repurchase of an aggregate $400 million of Popular’s common stock, for which an initial 3,483,942 shares were delivered in March 2022 (the “March ASR Agreement”). Upon the final settlement of the March ASR Agreement, the Corporation received an additional 1,582,922 shares of common stock and recognized approximately $120 million as treasury stock with a corresponding increase in its capital surplus account. The Corporation repurchased a total of 5,066,864 shares at an average purchase price of $78.9443 under the March ASR Agreement.

On August 25, 2022, the Corporation announced that, on August 24, 2022, it entered into another ASR agreement to repurchase an aggregate of $231 million of Popular’s common stock (the “August ASR Agreement”). The $231 million in Popular’s common stock being repurchased pursuant to the August ASR Agreement is equal to the sum of the remaining $100 million in common stock repurchases contemplated as part of the Corporation’s 2022 capital actions, announced on January 12, 2022, and the after-tax gain recognized by the Corporation as a result of the sale of its remaining shares common stock of Evertec, announced on August 15, 2022. Under the terms of the August ASR Agreement, on August 26, 2022, the Corporation made an initial payment of $231 million and received an initial delivery of 2,339,241 shares of Popular’s common stock (the “Initial Shares”). The transaction was accounted for as a treasury stock transaction. Furthermore, as a result of the receipt of the Initial Shares, the Corporation recognized in stockholders’ equity approximately $185 million in treasury stock and $46 million as a reduction of capital surplus. Upon the final settlement of the August ASR Agreement, the Corporation expects to further adjust its treasury stock and capital surplus accounts to reflect the final delivery or receipt of cash or shares, which will depend on the volume-weighted average price of the Corporation’s common stock during the term of the August ASR Agreement, less a discount. The final settlement of the August ASR Agreement is expected to occur no later than the fourth quarter of 2022.

Hurricanes Fiona and Ian

On September 18, 2022, Hurricane Fiona made landfall in the southwest area of Puerto Rico as a Category 1 hurricane, bringing record rainfall and flooding throughout the island and affecting communities where BPPR does business. Hurricane Fiona’s rain and winds caused a complete blackout on the island and caused considerable damage to certain sectors in the southwest region. President Biden issued a disaster declaration for the island. While the impact to BPPR’s operation was not material, certain customers, highly concentrated in certain municipalities, were impacted by the disaster.

As part of hurricane relief efforts on the island, the Corporation waived late-payment fees on individual lending products from September 16 through October 31, 2022. Popular also waived, through September 30, withdrawal fees payable by our customers at ATMs outside of the Popular network and fees payable by customers of other banking institutions at Popular’s ATMs. In addition, the Corporation has offered to clients impacted by the hurricane a moratorium of up to three monthly payments, up to December 31, 2022, on personal and commercial credit cards, auto loans, leases and personal loans, subject to certain eligibility requirements. Mortgage clients may also benefit from different payment relief alternatives available, depending on their type of loan. Loan relief options for commercial clients are reviewed on a case-by-case basis.

Separately, on September 28, 2022, Hurricane Ian made a landfall on the west coast of central Florida as a Category 4 hurricane, causing extensive floods and destruction in the impacted areas in Florida. President Biden made a major disaster declaration for certain counties in central Florida. PB and BPPR do not have significant operations in the area but have some limited retail and commercial clients who reside or have business activities in the impacted areas.

For clients impacted by the hurricane that reside in counties in Florida declared as disaster zones by President Biden, Popular has offered a moratorium for up to three payments, up to January 31, 2023, subject to certain eligibility requirements. As in the case of Puerto Rico, relief options for commercial clients are reviewed on a case-by-case basis.

The Corporation is still evaluating the impact of Hurricanes Fiona and Ian. However, given the hurricanes’ limited impact in the markets in which Popular does business and low level of assistance requests received by the Corporation to date, the effect on credit risk should not be significant.

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Transfer of Securities from Available-for Sale to Held-To-Maturity

While changes in the amount of unrealized gains and losses in AOCI have an impact on the Corporation’s and its wholly-owned banking subsidiaries’ tangible capital ratios, a non-GAAP measure, they do not impact regulatory capital ratios, in accordance with the regulatory framework.

OVERVIEW

Table 1 provides selected financial data and performance indicators for the quarters and nine months-periods ended September 30, 2022 and 2021.

Net interest income on a taxable equivalent basis – Non-GAAP Financial Measure

The Corporation’s interest earning assets include investment securities and loans that are exempt from income tax, principally in Puerto Rico. The main sources of tax-exempt interest income are certain investments in obligations of the U.S. Government, its agencies and sponsored entities, certain obligations of the Commonwealth of Puerto Rico and/or its agencies and municipalities and assets held by the Corporation’s international banking entities. To facilitate the comparison of all interest related to these assets, the interest income has been converted to a taxable equivalent basis, using the applicable statutory income tax rates for each period. The taxable equivalent computation considers the interest expense and other related expense disallowances required by Puerto Rico tax law. Thereunder, the exempt interest can be deducted up to the amount of taxable income.

Net interest income on a taxable equivalent basis is a non-GAAP financial measure. Management believes that this presentation provides meaningful information since it facilitates the comparison of revenues arising from taxable and tax-exempt sources. Net interest income on a taxable equivalent basis is presented with its different components in Tables 2 and 3, along with the reconciliation to net interest income (GAAP), for the quarter and nine month-period ended September 30, 2022 as compared with the same period in 2021, segregated by major categories of interest earning assets and interest-bearing liabilities.

Non-GAAP financial measures used by the Corporation may not be comparable to similarly named non-GAAP financial measures used by other companies.

Financial highlights for the quarter ended September 30, 2022

 For the quarter ended September 30, 2022, the Corporation recorded net income of $ 422.4 million, compared to net income of $ 248.1 million for the same quarter of the previous year. Net interest margin for the third quarter of 2022 was 3.32%, an increase of 55 basis points when compared to 2.77% for the same quarter of the previous year, mainly due to higher volume of loans, higher interest rate environment, and the change in mix of the money markets and investment portfolio. On a taxable equivalent basis, the net interest margin was of 3.71%, compared to 3.04% for the same quarter of the previous year. The Corporation recorded a provision for credit losses of $39.6 million, compared to a benefit of $61.2 million for the same quarter of the previous year. The higher provision for 2022 is attributed to the macroeconomic outlook and portfolio growth. The 2021

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period also included releases of credit loss reserves related to the macroeconomic uncertainty related to the Covid-19 pandemic. Non-interest income was $426.5 million for the quarter, an increase of $257.2 million when compared to the quarter ended September 30, 2021 mainly due to the gain of $257.7 million from the Evertec Transactions, discussed above. Operating expenses were higher by $87.9 million principally due to higher personnel costs, professional fees, $17.3 million expenses associated with the Evertec Transactions and a goodwill impairment charge of $9 million.

 Total assets at September 30, 2022 amounted to $70.7 billion, compared to $75.1 billion, at December 31, 2021. The decrease was mainly due to lower money market investments, due to a decrease in deposits, partially offset by higher debt securities available-for-sale and held-to-maturity and loan growth.

 Total deposits at September 30, 2022 decreased by $2.2 billion when compared to deposits at December 31, 2021, mainly due to lower Puerto Rico public sector deposits by $2.9 billion, partially offset by growth in other deposits sectors.

 Stockholders’ equity totaled $3.7 billion at September 30, 2022, a decrease of $2.3 billion when compared to December 31, 2021, principally due to an increase in accumulated unrealized losses on debt securities available-for-sale by $2.4 billion due to a decline in fair value of fixed-rate debt securities as a result of the rising interest rate environment, the impact of the $400 million March ASR Agreement, the $231 million August ASR Agreement, declared quarterly common stock dividends, and preferred stock dividends, partially offset by the net income of $845.5 million for the nine months ended September 30, 2022.

 At September 30, 2022, the Corporation’s tangible book value per common share was $38.69, a reduction of $26.6 from December 31, 2021 due mainly to the reduction in Stockholders’ equity during the period, offset in part by the benefit of the common stock repurchases under the ASR Agreements.

 Capital ratios continued to be strong. As of September 30, 2022, the Corporation’s common equity tier 1 capital ratio was 16.04%, the tier 1 leverage ratio was 7.65%, and the total capital ratio was 17.92%. Refer to Table 8 for capital ratios.

Refer to 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 level of business spending and investment, consumer income, spending and savings, capital market activities, competition, customer preferences, interest rate conditions and prevailing market rates on competing products.

The Corporation operates in a highly regulated environment and may be adversely affected by changes in federal and local laws and regulations. Also, competition with other financial institutions could adversely affect its profitability.

The Corporation continuously monitors general business and economic 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 Item 1 of the Corporation’s 2021 Form 10-K, while not all inclusive, discusses additional information about the business of the Corporation. Readers should also refer to “Part I - Item 1A” of the 2021 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.

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Table 1 - Financial Highlights

Financial Condition Highlights
		Ending balances at								Average for the nine months ended
(In thousands)		September 30, 2022	December 31, 2021				Variance			September 30, 2022			September 30, 2021			Variance
Money market investments	$	3,975,048	$	17,536,719		$	(13,561,671)		$	10,969,361		$	15,364,275		$	(4,394,914)
Investment securities		30,434,052		25,267,418			5,166,634			29,429,998			22,386,777			7,043,221
Loans		31,531,253		29,299,725			2,231,528			29,965,064			29,120,107			844,957
Earning assets		65,940,353		72,103,862			(6,163,509)			70,364,423			66,871,159			3,493,264
Total assets		70,729,675		75,097,899			(4,368,224)			73,456,562			69,938,785			3,517,777
Deposits		64,819,327		67,005,088			(2,185,761)			65,486,523			61,864,897			3,621,626
Borrowings		1,300,984		1,155,166			145,818			1,046,350			1,314,592			(268,242)
Stockholders’ equity		3,674,838		5,969,397			(2,294,559)			5,957,864			5,715,792			242,072
Note: Average balances exclude unrealized gains or losses on debt securities available-for-sale.

Operating Highlights	Quarters ended September 30,								Nine months ended September 30,
(In thousands, except per share information)		2022		2021			Variance			2022			2021			Variance
Net interest income	$	579,619	$	489,393		$	90,226		$	1,607,793		$	1,456,307		$	151,486
Provision for credit losses (benefit)		39,637		(61,173)			100,810			33,499			(160,414)			193,913
Non-interest income		426,494		169,258			257,236			738,597			477,451			261,146
Operating expenses		476,095		388,168			87,927			1,284,712			1,131,881			152,831
Income before income tax		490,381		331,656			158,725			1,028,179			962,291			65,888
Income tax expense		67,986		83,542			(15,556)			182,677			233,466			(50,789)
Net income	$	422,395	$	248,114		$	174,281		$	845,502		$	728,825		$	116,677
Net income applicable to common stock	$	422,042	$	247,761		$	174,281		$	844,443		$	727,766		$	116,677
Net income per common share – basic	$	5.71	$	3.09		$	2.62		$	11.09		$	8.89		$	2.20
Net income per common share – diluted	$	5.70	$	3.09		$	2.61		$	11.07		$	8.87		$	2.20
Dividends declared per common share	$	0.55	$	0.45		$	0.10		$	1.65		$	1.30		$	0.35

				Quarters ended September 30,							Nine months ended September 30,
Selected Statistical Information				2022			2021						2022			2021
Common Stock Data
End market price			$	72.06			77.67					$	72.06			77.67
Book value per common share at period end				50.26			74.66						50.26			74.66
Profitability Ratios
Return on assets				2.31	%		1.34	%					1.54	%		1.39	%
Return on common equity				27.72			17.10						19.02			17.09
Net interest spread				3.16			2.69						2.95			2.82
Net interest spread (taxable equivalent) - Non-GAAP				3.55			2.96						3.29			3.13
Net interest margin				3.32			2.77						3.05			2.92
Net interest margin (taxable equivalent) - Non-GAAP				3.71			3.04						3.39			3.23
Capitalization Ratios
Average equity to average assets				8.36	%		7.87	%					8.11	%		8.17	%
Common equity Tier 1 capital				16.04			17.36						16.04			17.36
Tier I capital				16.10			17.43						16.10			17.43
Total capital				17.92			19.90						17.92			19.90
Tier 1 leverage				7.65			7.38						7.65			7.38

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CRITICAL ACCOUNTING POLICIES / ESTIMATES

The accounting and reporting policies followed by the Corporation and its subsidiaries conform to generally accepted accounting principles in the United States of America and general practices within the financial services 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 changes in 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 the Corporation’s Audit Committee. The Corporation has identified as critical accounting policies 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 Popular, Inc.’s 2021 Form 10-K. Also, refer to Note 2 to the Consolidated Financial Statements included in the 2021 Form 10-K for a summary of the Corporation’s significant accounting policies and to Note 3 to the Consolidated Financial Statements included in this Form 10-Q for information on recently adopted accounting standard updates.

OPERATING RESULTS ANALYSIS

NET INTEREST INCOME

Net interest income for the third quarter of 2022 was $579.6 million, an increase of $90.2 million when compared to $489.4 million for the same quarter of 2021. Taxable equivalent net interest income was $646.6 million for the third quarter of 2022 compared to $536.3 million in the third quarter of 2021, an increase of $110.3 million.

Net interest margin for the third quarter of 2022 was 3.32%, an increase of 55 basis points when compared to 2.77% for the same quarter of the previous year. The increase in the net interest margin is mainly due to higher earning assets yields due to a higher interest rate environment, partially offset by an increase in deposit cost. The net interest margin, on a taxable equivalent basis, for the third quarter of 2022 was 3.71%, an increase of 67 basis points when compared to 3.04% for the same quarter of 2021. The detailed variances of the increase in net interest income are described below:

Positive variances:

 Higher interest income from money market, investment and trading securities by $94.6 million mainly due to a higher yield at 2.31% compared to 1.25% in the third quarter of 2021 related to a higher interest rate environment and the investment in U.S. Treasury securities which are exempt for income tax purposes under the Puerto Rico’s Internal Revenue Code. The interest rate received on excess reserves at the Federal Reserve increased by to 2.18% compared to 0.15% in the same quarter in 2021;

 Higher interest income from commercial loans by $26.0 million due to a higher average volume by $1.5 billion and higher yield by 16 basis points related to the impact of higher interest rates on variable rate loans and originations.

 The auto and lease financing portfolios interest income increased by $2.5 million due to higher average volume by $376.0 million, partially offset by lower yield due to a high volume of originations in a prolonged low interest rate environment and lower premium amortization on previously acquired portfolios;

 Higher interest income from consumer loans by $15.7 million due to higher average volume by $383.0 million and higher yield by 46 basis points mainly related to higher interest income from personal loans and credit cards loans by $9.0 million and $6.4 million, respectively; and

Partially offset by:

 Higher interest expense on deposits by $33.9 million and higher yield by 29 basis points mainly due to NOW and money market deposits’ higher interest expense and yield by $28.5 million and 45 basis points, respectively, driven mainly from Puerto Rico government and commercial deposits.

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$27.0 million, respectively. The decrease of $19.6 million is mainly related to lower amortized fees resulting from the forgiveness of PPP loans of $1.9 million compared to $19.9 million in the third quarter of 2021.

Approximately 27% of the Corporation’s deposits are public fund deposits from the Government of Puerto Rico, Municipalities and government instrumentalities and corporations. These deposits are indexed to short term market rates and fluctuate in cost with changes in those rates with a one-quarter lag, in accordance with contractual terms. As a result, these deposits’ costs have generally lagged variable asset repricing. Based on projected interest rate expectations and deposit volumes, we expect this condition to result in an increase in deposit costs in the fourth quarter of 2022 by approximately 150 basis points from current levels.

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	Table 2 - Analysis of Levels & Yields on a Taxable Equivalent Basis (Non-GAAP)
	Quarter ended September 30,
																					Variance
	Average Volume					Average Yields / Costs								Interest							Attributable to
	2022		2021	Variance		2022		2021		Variance					2022		2021		Variance		Rate		Volume
	(In millions)														(In thousands)
$	6,721	$	18,041	$	(11,320)	2.18	%	0.15	%	2.03	%	Money market investments		$	36,966	$	6,914	$	30,052	$	36,991	$	(6,939)
	31,859		23,154		8,705	2.33		2.10		0.23		Investment securities [1]			186,847		121,857		64,990		14,933		50,057
	40		84		(44)	6.09		4.97		1.12		Trading securities			617		1,051		(434)		199		(633)
												Total money market,
													investment and trading
	38,620		41,279		(2,659)	2.31		1.25		1.06			securities		224,430		129,822		94,608		52,123		42,485
												Loans:
	14,750		13,265		1,485	5.52		5.36		0.16			Commercial		205,237		179,204		26,033		5,504		20,529
	835		854		(19)	6.38		5.40		0.98			Construction		13,431		11,621		1,810		2,074		(264)
	1,503		1,317		186	5.90		5.99		(0.09)			Leasing		22,154		19,737		2,417		(328)		2,745
	7,264		7,652		(388)	5.42		5.11		0.31			Mortgage		98,348		97,806		542		5,641		(5,099)
	2,818		2,435		383	11.74		11.28		0.46			Consumer		83,407		67,749		15,658		4,406		11,252
	3,562		3,372		190	7.93		8.37		(0.44)			Auto		71,226		71,171		55		(3,836)		3,891
	30,732		28,895		1,837	6.39		6.15		0.24		Total loans			493,803		447,288		46,515		13,461		33,054
$	69,352	$	70,174	$	(822)	4.12	%	3.27	%	0.85	%	Total earning assets		$	718,233	$	577,110	$	141,123	$	65,584	$	75,539
												Interest bearing deposits:
$	25,993	$	27,773	$	(1,780)	0.56	%	0.11	%	0.45	%		NOW and money market [2]	$	36,448	$	7,935	$	28,513	$	29,704	$	(1,191)
	15,514		15,621		(107)	0.20		0.16		0.04			Savings		7,966		6,353		1,613		1,873		(260)
	6,957		6,957		-	0.94		0.73		0.21			Time deposits		16,484		12,741		3,743		3,656		87
	48,464		50,351		(1,887)	0.50		0.21		0.29		Total interest bearing deposits			60,898		27,029		33,869		35,233		(1,364)
	155		87		68	2.36		0.25		2.11		Short-term borrowings			921		54		867		594		273
												Other medium and
	913		1,197		(284)	4.29		4.57		(0.28)			long-term debt		9,798		13,686		(3,888)		(624)		(3,264)
												Total interest bearing
	49,532		51,635		(2,103)	0.57		0.31		0.26			liabilities		71,617		40,769		30,848		35,203		(4,355)
	15,872		14,955		917							Demand deposits
	3,948		3,584		364							Other sources of funds
$	69,352	$	70,174	$	(822)	0.41	%	0.23	%	0.18	%	Total source of funds			71,617		40,769		30,848		35,203		(4,355)
												Net interest margin/
						3.71	%	3.04	%	0.67	%		income on a taxable equivalent basis (Non-GAAP)		646,616		536,341		110,275	$	30,381	$	79,894
						3.55	%	2.96	%	0.59	%	Net interest spread
												Taxable equivalent adjustment			66,997		46,947		20,050
												Net interest margin/ income
						3.32	%	2.77	%	0.55	%		non-taxable equivalent basis (GAAP)	$	579,619	$	489,394	$	90,225
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 outstanding securities balances are based upon amortized cost excluding any unrealized gains or losses on securities available-for-sale.
[2] Includes interest bearing demand deposits corresponding to certain government entities in Puerto Rico.

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Net interest income for the nine months ended September 30, 2022 was $1.6 billion, or $151.5 million higher than the same period in 2021. Taxable equivalent net interest income was $1.8 billion for the nine months ended September 30, 2022, or $178.3 million higher than the same period in 2021. Net interest margin was 3.05%, an increase of 13 basis points when compared to 2.92% in 2021. The increase in net interest margin is mainly driven by a higher yield of money market, investment and trading securities due to a higher interest rate environment. Net interest margin, on a taxable equivalent basis, for the nine months ended September 30, 2022, was 3.39%, an increase of 16 basis points when compared to the 3.23% for the same period of 2021. The drivers of the variances in net interest income for the nine months ended September 30, 2022 were:

Positive variances:

 Higher interest income from money market, investment, and trading securities by $145.2 million due to a higher average volume by $2.6 billion mainly due to purchases of U.S. Treasury securities, which are exempt for income tax purposes under the Puerto Rico’s Internal Revenue Code, and higher yield by 38 basis points mainly due to higher interest rate received on excess reserves at the Federal Reserve by 70 basis points. The increase in investments results from higher volume of deposits by $3.6 billion as a result of Covid-19 U.S. Government stimulus and other aids;

 Higher interest income from commercial loans by $25.3 million mainly due to higher average volume by $770 million;

 Higher interest income from the auto and lease financing portfolios by $8.3 million due to the increase in average volume by $404.0 million, partially offset by lower yield driven by the origination of loans in a prolonged low interest rate environment;

 Higher interest income from consumer loans by $21.5 million mostly due to a higher average volume of personal loans and credit cards loans;

Partially offset by:

 Lower interest income from mortgage loans by $3.3 million driven by lower average volume mainly related to portfolio run-off; and

 Higher interest expense from deposits by $28.2 million mainly due to higher cost by seven basis points related to a higher interest rate environment.

Prepayment penalties, late fees collected and the amortization of premiums on purchased loans are included as part of the loan yield. Interest income related to these items for the nine-months ended September 30, 2022, amounted to $36.3 million, compared to $69.7 million in the same period of 2021. The decrease in loan fee income was driven by PPP loan fees, which amounted to $16.6 million for the nine-months period ended September 30, 2022 versus $50.8 million in the nine months ended September 30, 2021 and lower amortization recorded from the prepayment of previously purchased credit deteriorated loans and lower amortization on the auto loans portfolios acquired in previous years.

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Table 3 – Analysis of Levels & Yields on a Taxable Equivalent Basis from Continuing Operations (Non-GAAP)
Nine months ended September 30,
																					Variance
Average Volume						Average Yields / Costs								Interest							Attributable to
	2022		2021	Variance		2022		2021		Variance					2022		2021		Variance		Rate		Volume
	(In millions)														(In thousands)
$	10,969	$	15,364	$	(4,395)	0.82	%	0.12	%	0.70	%	Money market investments		$	67,172	$	14,300	$	52,872	$	58,075	$	(5,203)
	29,371		22,302		7,069	2.16		2.29		(0.13)		Investment securities [1]			475,088		382,280		92,808		(14,297)		107,105
	59		85		(26)	6.23		5.06		1.17		Trading securities			2,725		3,218		(493)		651		(1,144)
												Total money market,
													investment and trading
	40,399		37,751		2,648	1.80		1.42		0.38			securities		544,985		399,798		145,187		44,429		100,758
												Loans:
	14,245		13,475		770	5.26		5.32		(0.06)			Commercial		560,408		535,126		25,282		(5,047)		30,329
	781		874		(93)	5.87		5.39		0.48			Construction		34,305		35,125		(820)		3,099		(3,919)
	1,447		1,265		182	5.92		6.01		(0.09)			Leasing		64,225		57,055		7,170		(914)		8,084
	7,315		7,761		(446)	5.33		5.08		0.25			Mortgage		292,253		295,598		(3,345)		14,103		(17,448)
	2,670		2,460		210	11.44		11.24		0.20			Consumer		228,401		206,896		21,505		2,723		18,782
	3,507		3,285		222	8.03		8.55		(0.52)			Auto		210,623		209,460		1,163		(12,582)		13,745
	29,965		29,120		845	6.20		6.16		0.04		Total loans			1,390,215		1,339,260		50,955		1,382		49,573
$	70,364	$	66,871	$	3,493	3.67	%	3.48	%	0.19	%	Total earning assets		$	1,935,200	$	1,739,058	$	196,142	$	45,811	$	150,331
												Interest bearing deposits:
$	26,385	$	25,201	$	1,184	0.26	%	0.13	%	0.13	%		NOW and money market [2]	$	52,072	$	24,169	$	27,903	$	27,428	$	475
	16,100		15,128		972	0.18		0.18		-			Savings		21,430		20,289		1,141		(339)		1,480
	6,913		7,108		(195)	0.77		0.77		-			Time deposits		40,005		40,832		(827)		979		(1,806)
	49,398		47,437		1,961	0.31		0.24		0.07		Total interest bearing deposits			113,507		85,290		28,217		28,068		149
	124		92		32	1.34		0.38		0.96		Short-term borrowings			1,249		259		990		627		363
												Other medium and
	948		1,222		(274)	4.25		4.54		(0.29)			long-term debt		30,168		41,518		(11,350)		(11)		(11,339)
												Total interest bearing
	50,470		48,751		1,719	0.38		0.35		0.03			liabilities		144,924		127,067		17,857		28,684		(10,827)
	16,088		14,428		1,660							Demand deposits
	3,806		3,692		114							Other sources of funds
$	70,364	$	66,871	$	3,493	0.28	%	0.25	%	0.03	%	Total source of funds			144,924		127,067		17,857		28,684		(10,827)
						3.39	%	3.23	%	0.16	%	Net interest margin/ income on a taxable equivalent basis (Non-GAAP)			1,790,276		1,611,991		178,285	$	17,127	$	161,158
						3.29	%	3.13	%	0.16	%	Net interest spread
												Taxable equivalent adjustment			182,483		155,684		26,799
						3.05	%	2.92	%	0.13	%	Net interest margin/ income non-taxable equivalent basis (GAAP)		$	1,607,793	$	1,456,307	$	151,486
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 outstanding securities balances are based upon amortized cost excluding any unrealized gains or losses on securities available-for-sale.
[2] Includes interest bearing demand deposits corresponding to certain government entities in Puerto Rico.

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Provision for Credit Losses - Loans Held-in-Portfolio and Unfunded Commitments

For the quarter ended September 30, 2022, the Corporation recorded an expense of $39.9 million for its reserve for credit losses related to loans held-in-portfolio and unfunded commitments. The provision for credit loss related to the loans-held-in-portfolio for the quarter ended September 30, 2022 was $39.5 million, compared to the reserve release of $58.6 million for the quarter ended September 30, 2021. The provision expense was mainly driven by higher loan volumes and changes in the macroeconomic scenarios. The provision related to unfunded commitments for the third quarter of 2022 was $0.4 million, compared to the reserve release related to unfunded commitments of $1.5 million for the same period of 2021.

For the quarter ended September 30, 2022, the Corporation recorded a provision for credit loss of $28.7 million for loans-held-in-portfolio for the BPPR segment, compared to a reserve release of $36.0 million for the quarter ended September 30, 2021. The Popular U.S. segment recorded a provision of $10.8 million for the quarter ended September 30, 2022, compared to a reserve release of $22.7 million for the same quarter in 2021.

For the nine months ended September 30, 2022, the Corporation recorded a provision of $34.4 million for its reserve for credit losses related to loans held-in-portfolio and unfunded commitments. The provision related to the loans-held-in-portfolio for the nine months ended September 30, 2022 was $35.0 million, compared to the reserve release of $151.9 million for the nine months ended September 30, 2021. The higher reserve release in 2021 reflected the improvements in the macroeconomic environment and outlook, at the time, and the related release of reserves accumulated during early stages of the Covid-19 pandemic. The provision for unfunded commitments for the nine months ended September 30, 2022 reflected a benefit of $0.6 million, compared to a provision benefit of $7.5 million for the same period of 2021.

The provision for credit losses for the BPPR segment was an expense of $25.2 million for the nine months ended September 30, 2022, compared to a benefit of $98.5 million for the nine months ended September 30, 2021. The Popular U.S. segment recorded a provision of $9.8 million for the nine months ended September 30, 2022, compared to a reserve release of $53.5 million for the same period in 2021.

At September 30, 2022, the total allowance for credit losses for loans held-in-portfolio amounted to $703.1 million, compared to $695.4 million as of December 31, 2021. The ratio of the allowance for credit losses to loans held-in-portfolio was 2.23% at September 30, 2022, compared to 2.38% at December 31, 2021. As discussed in Note 9 to the Consolidated Financial Statements, within the process to estimate its allowance for credit losses (“ACL”), the Corporation applies probability weightings to the outcomes of simulations using Moody’s Analytics’ Baseline, S3 (pessimistic) and S1 (optimistic) scenarios. The baseline scenario is assigned the highest probability, followed by the pessimistic scenario given the uncertainties in the economic outlook and downside risk. Refer to Note 9 to the Consolidated Financial Statements, for additional information on the Corporation’s methodology to estimate its allowance for credit losses (“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 Corporation’s provision for credit losses related to its investment securities held-to-maturity is related to the portfolio of obligations from the Government of Puerto Rico, states and political subdivisions. For the quarter and nine-month period ended September 30, 2022, the provision for credit losses for investment securities was a reserve release of $0.3 million and $0.9 million, respectively, compared to a $1.0 million reserve release for the quarter and nine months ended September 30, 2021. At September 30, 2022, the total allowance for credit losses for this portfolio amounted to $7.2 million, compared to $8.1 million as of December 31, 2021. Refer to Note 7 to Consolidated Financial Statements for additional information on the ACL for this portfolio.

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Non-Interest Income

Non-interest income amounted to $426.5 million for the quarter ended September 30, 2022, compared to $169.3 million for the same quarter of the previous year. The results for the third quarter of 2022 included the gain from the Evertec Transactions and the related accounting adjustments of $257.7 million. Other factors that contributed to the variance in non-interest income were:

 higher other service fees by $6.0 million, principally at the BPPR segment, due to higher credit card fees by $4.4 million mainly in interchange income resulting from higher transactional volumes; and

 higher income from mortgage banking activities by $1.1 million mainly due to a positive variance of $5.5 million in the fair value adjustments on mortgage servicing rights (“MSRs”) and lower realized losses on closed derivatives; partially offset by lower gain on sale of mortgage loans and securitization activity by $5.0 million. In August 2022, the Corporation decided to retain in portfolio (held-to-maturity) FHA-insured mortgage originations, rather than sell them as we have done in the past. As a result, our mortgage gain on sale fees will be lower, but our tax-exempt interest income will be higher; and

 a favorable adjustment of $9.2 million in the fair value of the contingent consideration related to purchase price adjustments for the acquisition of the K2 Capital Group LLC business in 2021 (‘’K2 Acquisition’’), as the Corporation updated its estimates related to the realizability of the earnings targets for the contingent payment;

partially offset by:

 lower service charges on deposit accounts by $1.3 million mainly due to the Corporation’s initiative of eliminating insufficient funds fees and modifying overdraft fees during the quarter; and

 a gain of $7.0 million recorded in 2021 related to the sale and lease back of two corporate office buildings; and

 lower earnings from the portfolio of equity method investments by $1.9 million, excluding Evertec.

Non-interest income amounted to $738.6 million for the nine months ended September 30, 2022, compared to $477.5 million for the same period of the previous year. Non-interest income was impacted by the gain from the Evertec Transactions and related accounting adjustments, as discussed above. Other factors that contributed to the variance in non-interest income were:

 higher other service fees by $17.5 million, principally at the BPPR segment, due to higher credit card fees mainly in interchange income resulting from higher volume of transactions;

 higher income from mortgage banking activities by $2.8 million due to a favorable variance in the fair value adjustment of MSRs and higher gains on closed derivatives, offset by lower gain on securitization activity;

 a favorable adjustment of $9.2 million in the fair value of the contingent consideration, discussed above;

partially offset by

 higher losses on equity securities by $9.2 million due mainly to securities held for deferred benefit plans, which have an offsetting positive variance in personnel costs;

 a favorable variance in the adjustments for indemnity reserves for loans previously sold of $1.9 million; and

 the gains recorded in 2021 for an aggregate of $7.0 million related to the sale and lease back of two corporate office buildings.

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Operating Expenses

Operating expenses amounted to $476.1 million for the quarter ended September 30, 2022, an increase of $87.9 million, including a $17.3 million charge in connection with the Evertec Transactions and a $9.0 million impairment of goodwill related to the 2021 K2 Acquisition, when compared with the same quarter of 2021. The variance in operating expenses was driven primarily by:

 higher personnel costs by $36.2 million mainly due to higher salaries as a result of market adjustments and annual salary revisions. The remaining increase in personnel costs is mainly related to an increase in medical insurance premiums, and higher incentives related to the profit-sharing and other incentive plans that are tied to the Corporation’s financial performance;

 higher net occupancy expenses by $2.5 million mainly due to BPPR’s property rent expenses;

 higher equipment expenses by $4.1 million due to higher software amortization expense;

 higher business promotion expenses by $6.2 million mainly due to higher customer reward program expense in our credit card business by $4.6 million, and donations by $1.3 million, including hurricane related donations;

 higher other operating expenses by $22.1 million, mainly due to higher legal reserves and the $17.3 million expense related to the Evertec Transactions, net of the $6.9 million in credits received in connection with this transaction;

 a goodwill impairment charge of $9.0 million due to a decrease in Popular Equipment Finance’s (PEF) projected earnings considered as part of the Corporation’s annual goodwill impairment analysis; and

 higher other professional fees by $7.5 mainly due to higher expense by $16.2 million related to corporate initiatives;

partially offset by:

 lower programming, processing, and other technology services by $9.8 million due to lower application hosting, IT consulting and related expenses and lower merchant processing fees reflecting savings as a result of the Evertec Transactions.

Operating expenses amounted to $1.3 billion for the nine months ended September 30, 2022, an increase of $152.8 million when compared with the same period of 2021, driven primarily by:

 higher personnel cost by $58.3 million mainly due to higher salaries, higher incentives, and an increase in medical insurance premiums;

 higher equipment expense by $8.3 million due to higher software amortization expense;

 higher other operating taxes by $5.8 million mainly due to higher personal property taxes;

 higher professional fees by $29.8 million mainly due to higher expense by $28.4 million related to corporate initiatives;

 higher business promotion expenses by $13.6 million mainly due to higher customer reward program expense in our credit card business by $11.1 million;

 higher other operating expenses by $27.2 million, mainly due to higher pension plan costs, higher operating insurance expenses, and the $17.3 million expense related to the Evertec Transactions; and

 a goodwill impairment charge of $9.0 million due to a decrease in PEF’s projected earnings considered as part of the Corporation’s annual goodwill impairment analysis.

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Table 4 - Operating Expenses
		Quarters ended September 30,							Nine months ended September 30,
(In thousands)		2022		2021		Variance			2022		2021		Variance
Personnel costs:
	Salaries	$	115,887	$	95,185	$	20,702	$	316,407	$	274,814	$	41,593
	Commissions, incentives and other bonuses		32,003		25,892		6,111		93,129		85,484		7,645
	Pension, postretirement and medical insurance		17,120		13,893		3,227		43,633		38,106		5,527
	Other personnel costs, including payroll taxes		28,833		22,677		6,156		76,458		72,926		3,532
	Total personnel costs		193,843		157,647		36,196		529,627		471,330		58,297
Net occupancy expenses			27,420		24,896		2,524		78,357		75,471		2,886
Equipment expenses			26,626		22,537		4,089		75,193		66,917		8,276
Other taxes			15,966		14,459		1,507		47,461		41,623		5,838
Professional fees:
	Collections, appraisals and other credit related fees		2,527		3,166		(639)		7,555		9,972		(2,417)
	Programming, processing and other technology services		59,431		69,221		(9,790)		202,110		202,739		(629)
	Legal fees, excluding collections		2,830		2,535		295		9,875		7,267		2,608
	Other professional fees		47,433		29,787		17,646		116,050		85,832		30,218
	Total professional fees		112,221		104,709		7,512		335,590		305,810		29,780
Communications			6,224		6,133		91		18,364		18,971		(607)
Business promotion			24,348		18,116		6,232		60,784		47,148		13,636
FDIC deposit insurance			6,610		7,181		(571)		20,445		18,891		1,554
Other real estate owned (OREO) income			(2,444)		(1,722)		(722)		(12,963)		(10,554)		(2,409)
Other operating expenses:
	Credit and debit card processing, volume and interchange and other expenses		14,762		12,960		1,802		38,646		36,331		2,315
	Operational losses		7,145		7,147		(2)		23,031		21,571		1,460
	All other		33,579		13,322		20,257		58,696		35,283		23,413
	Total other operating expenses		55,486		33,429		22,057		120,373		93,185		27,188
Amortization of intangibles			795		783		12		2,481		3,089		(608)
Goodwill impairment charge			9,000		-		9,000		9,000		-		9,000
Total operating expenses		$	476,095	$	388,168	$	87,927	$	1,284,712	$	1,131,881	$	152,831

Income Taxes

For the quarter and nine months ended September 30, 2022, the Corporation recorded an income tax expense of $68.0 million and $182.7 million with an effective tax rate (“ETR”) of 14% and 18%, respectively, compared to $83.5 million and $235.5 million with an ETR of 25% and 24% for the respective periods of 2021. The decrease in income tax expense was primarily due to the effect of income subject to preferential tax rates mainly attributed to the gain from the sale of Evertec shares and to and higher tax exempt income for the quarter and nine months ended September 30, 2022.

At September 30, 2022, the Corporation had a net deferred tax asset amounting to $0.9 billion, net of a valuation allowance of $0.6 billion. The net deferred tax asset related to the U.S. operations was $0.2 billion, net of a valuation allowance of $0.4 billion.

The Inflation Reduction Act of 2022 imposes a new corporate alternative minimum tax (“AMT”), effective for taxable year 2023, to corporations that meet a dual three-year average adjusted financial statement income (“AFSI”) threshold of $1 billion on a worldwide basis and $100 million for its U.S. operations. The AFSI is, in general, the GAAP net income per financial statements with certain adjustments, including foreign taxes and tax depreciation. The Corporation is still evaluating the application of these adjustments that could be decisive in whether Popular is subject to the corporate AMT. If it is determined that the Corporation is subject to the corporate AMT, it is not expected to have a material impact on the financial statements of the Corporation.

Refer to Note 31 to the Consolidated Financial Statements for 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

The Corporation’s reportable segments for managerial reporting purposes consist of Banco Popular de Puerto Rico and Popular U.S. A Corporate group has been defined to support the reportable segments.

For a description of the Corporation’s reportable segments, including additional financial information and the underlying management accounting process, refer to Note 33 to the Consolidated Financial Statements.

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The Corporate group reported a net income of $132.3 million for the quarter ended September 30, 2022, compared with a net income of $7.0 million for the same quarter of the previous year. The increase in net income was mainly attributed to the $128.8 million in after-tax gains recognized by the Corporation as a result of the Evertec Stock Sale and related accounting adjustments . For the nine months ended September 30, 2022 the Corporate group reported net income of $143.4 million, compared to a net income of $15.9 million for the same period of the previous year. The increase in net income was due to impact of the Evertec Stock Sale and related accounting adjustments; lower interest expense from the redemption in the fourth quarter of 2021 of $186.7 million in Trust Preferred Securities issued by Popular Capital Trust I; and higher earnings from equity method investments.

Highlights on the earnings results for the reportable segments are discussed below:

Banco Popular de Puerto Rico

The Banco Popular de Puerto Rico reportable segment’s net income amounted to $263.7 million for the quarter ended September 30, 2022, compared with net income of $201.0 million for the same quarter of the previous year. The factors that contributed to the variance in the financial results included the following:

 Higher net interest income by $69.0 million mainly due to:

 higher interest income from money market and investment securities by $76.3 million largely due to higher average balances of U.S. Treasury securities and higher yields from balances maintained at the Federal Reserve.

 higher interest income from loans by $22.5 million mainly from consumer loans due to higher average balance of personal loans and credit cards higher yields; and higher average balance in commercial loans, construction and leases.

partially offset by

 higher interest expense on deposits by $29.5 million mainly from Puerto Rico government deposits, NOW accounts and time deposits, due to the increase in interest rates.

The net interest margin for the quarter ended September 30, 2022 was 3.27% compared to 2.75% for the same quarter in the previous year. The increase in net interest margin is driven by earnings assets mix and the higher rates for money market investments held at the Federal Reserve.

 A provision for loan losses expense of $29.8 million, compared to a reserve release of $37.0 million in the third quarter of 2021, or an unfavorable variance of $66.8 million;

 Non-interest income was higher by $116.3 million mainly due to:

 Higher other operating income by $113.0 million mostly due to higher earnings as a result of the Evertec Business Acquisition Transaction;

 Higher other service fees by $4.5 million mainly due to higher merchant acquiring fees related to the revenue sharing agreement entered into in connection with the Evertec Business Acquisition Transaction;

 Higher operating expenses by $72.9 million mostly due to:

 higher personnel costs by $27.9 million driven by higher salaries and benefits due to market salary adjustments and annual salary revisions effective in July 2022; higher incentive compensation, higher profit sharing expense and increase in headcount;

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 higher business promotions by $5.8 million due to credit cards rewards expense as a result of higher transactional volumes and higher donations.

 higher other operating expenses by $41.2 million due to higher allocations from the Corporate group by $19.0 million, mainly advisory services, and $17.3 million expenses related to Evertec Business Acquisition Transaction.

partially offset by

 lower professional fees by $7.9 million due mainly to lower programming, technology services, IT consulting and merchant processing fees reflecting savings as result of Evertec Business Acquisition Transaction;

 Lower income tax expense by $17.1 million mainly due to higher exempt income and the income from the Evertec Business Acquisition Transaction which was subject to a preferential tax rate.

For the nine months ended September 30, 2022, the BPPR segment recorded net income of $621.8 million compared to a net income of $606.5 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 $102.3 million mainly due to:

 higher interest income from money market and investment securities by $122.1 million due to higher average balances of U.S. Treasury securities and higher yields from balances maintained at the Federal Reserve; and

 higher interest income from loans by $8.5 million mainly from consumer loans due to higher average balances of personal loans and credit cards, partially offset by lower income from commercial loans due to average balances from PPP loans and lower yields as well as and lower income from mortgage loans.

partially offset by

 higher interest expense on deposits by $28.1 million mainly due to higher costs on Puerto Rico government, NOW accounts and time deposits.

The net interest margin for the nine months ended September 30, 2022 was 2.99% compared to 2.91% for the same period of the previous year. The increase in net interest margin is driven by earnings assets mix.

 An unfavorable variance of $129.4 million on the provision for loan losses, due to the reserve release in 2021, related to the reversal of loan reserves recognized early in the Covid-19 pandemic;

 Non-interest income was higher by $125.4 million mainly due to:

 Higher other operating income by $108.8 million mostly as result of the Evertec Business Acquisition Transaction;

 Higher other service fees by $17.0 million mainly due to higher merchant acquiring fees related to the revenue sharing agreement entered in connection with the Evertec Business Acquisition Transaction, higher insurance commission fees and credit card fees as a result of higher interchange transactional volumes;

 Higher operating expenses by $129.8 million mostly due to:

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 Higher personnel costs by $47.8 driven by higher salaries and benefits due to market salary adjustments and annual salary revisions effective in July 2022; higher incentive compensation, higher profit sharing expenses and higher hospital/ life insurance premiums.

 Higher business promotion by $12.6 million mainly due to higher customer rewards expense related to higher transactional volumes; and

 Higher other expenses by $60.2 million to due to higher allocations from the Corporate group by $34.9 million, mainly advisory services, and $17.3 million expenses related to Evertec Business Acquisition Transaction.

partially offset by

 lower professional fees by $3.6 million mainly due to lower programming, technology services, IT consulting and merchant processing fees as result of Evertec Business Acquisition Transaction.

 Lower income tax expense by $46.7 million due to lower income before tax and higher income that was exempt or subject to preferential tax rates.

Popular U.S.

For the quarter ended September 30, 2022, the reportable segment of Popular U.S. reported a net income of $25.3 million, compared with a net income of $39.6 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 $18.8 million due to:

 higher interest income from loans by $23.5 million, mainly from growth in the commercial and personal loans portfolio;

partially offset by

 higher interest expense on deposits by $5.9 million mainly due to higher costs mainly from money market accounts due to higher rates.

The net interest margin for the quarter ended September 30, 2022 was 3.84% compared to 3.36% for the same quarter in the previous year. The increase in net interest margin was driven by earnings assets mix.

 An unfavorable variance of $33.9 million on the provision for loan losses and unfunded commitments due to release of $23.9 million recorded in the quarter ended September 30,2021, due to the reversal in 2021 of loan loss reserves recognized early in the Covid-19 pandemic;

 Higher non-interest income by $8.4 million mainly due to the positive fair value adjustment of $9.2 million on the contingent liability related to the K2 Acquisition.

 Higher operating expenses by $15.8 million due to

 higher personnel costs by $4.7 million due to salary market adjustments;

 the goodwill impairment charge of $9.0 million due to a decrease in PEF’s projected earnings considered as part of the Corporation’s annual goodwill impairment analysis.

partially offset by

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 Lower income tax expense by $7.5 million due mainly to a lower income before tax.

For the nine months ended September 30, 2022 the PB segment recorded net income of $80.4 million, compared to a net income of $106.1 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 $40.9 million due to:

 higher interest income from loans by $42.4 million, mainly from growth in the commercial and personal loans portfolio; partially offset by lower average balance in construction loans; and

partially offset by

 higher interest expense on deposits by $2.3 million due to higher interest rates.

The net interest margin for the nine months ended September 30, 2022 was 3.72% compared to 3.35% for the same period in the previous year. The increase in net interest margin is driven by earnings assets mix, including the growth in the loan portfolio

 An unfavorable variance of $64.4 million on the provision for loan losses and unfunded commitments, due to the reserve release of $55.8 million in 2021;

 Higher non-interest income by $8.9 million mainly due to the positive adjustment of $9.2 million on the contingent liability related to the K2 Acquisition.

 Higher operating expenses by $23.6 million due to:

 higher personnel costs by $8.7 million due to salary market adjustments;

 higher other expenses by $3.6 million due to higher charges allocated from the Corporate segment, mainly professional fees; and

 the goodwill impairment charge of $9.0 million at PEF.

 Lower income tax expense by $12.4 million due mainly to a lower income before tax.

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FINANCIAL CONDITION ANALYSIS

Assets

The Corporation’s total assets were $70.7 billion at September 30, 2022, compared to $75.1 billion at December 31, 2021. Refer to 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 $13.6 billion mainly due to the deployment of liquidity to purchase investment securities and fund loan originations. A reduction in deposits, mainly from the Puerto Rico public sector also led to a reduction in money market balances. Debt securities available-for-sale and held-to-maturity increased by $3.2 billion and $1.9 billion, respectively at September 30, 2022, due mainly to purchases of U.S. Treasury securities. Refer to Note 6 to the Consolidated Financial Statements for additional information with respect to the Corporation’s debt securities available-for-sale.

Loans

Refer to Table 5 for a breakdown of the Corporation’s loan portfolio. Also, refer to Note 8 in the Consolidated Financial Statements for detailed information about the Corporation’s loan portfolio composition and loan purchases and sales.

Loans held-in-portfolio increased by $2.3 billion to $31.5 billion at September 30, 2022, mainly due to an increase in commercial and consumer loans at both BPPR and PB as well as auto and lease financing at BPPR.

Table 5 - Loans Ending Balances
(In thousands)		September 30, 2022		December 31, 2021		Variance
Loans held-in-portfolio:
Commercial	$	15,366,859	$	13,732,701	$	1,634,158
Construction		816,290		716,220		100,070
Leasing		1,538,504		1,381,319		157,185
Mortgage		7,311,713		7,427,196		(115,483)
Auto		3,528,904		3,412,187		116,717
Consumer		2,960,918		2,570,934		389,984
Total loans held-in-portfolio	$	31,523,188	$	29,240,557	$	2,282,631
Loans held-for-sale:
Mortgage	$	8,065	$	59,168	$	(51,103)
Total loans held-for-sale	$	8,065	$	59,168	$	(51,103)
Total loans	$	31,531,253	$	29,299,725	$	2,231,528

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Other assets

Other assets amounted to $1.7 billion at September 30, 2022, compared to $1.6 billion at December 31, 2021. Refer to Note 13 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 September 30, 2022 and December 31, 2021.

Liabilities

The Corporation’s total liabilities were $67.1 billion at September 30, 2022, a decrease of $2.1 billion, compared to $69.1 billion at December 31, 2021, mainly due to lower deposits as discussed below.

Deposits and Borrowings

The composition of the Corporation’s financing to total assets at September 30, 2022 and December 31, 2021 is included in Table 6.

Table 6 - Financing to Total Assets
	September 30,		December 31,		% increase (decrease)		% of total assets
(In millions)		2022		2021	from 2021 to 2022		2022		2021
Non-interest bearing deposits	$	17,605	$	15,684	12.2	%	24.9	%	20.9	%
Interest-bearing core deposits		43,481		47,954	(9.3)		61.5		63.9
Other interest-bearing deposits		3,733		3,367	10.9		5.3		4.5
Repurchase agreements		162		92	76.1		0.2		0.1
Other short-term borrowings		250		75	N.M.		0.3		0.1
Notes payable		889		989	(10.1)		1.3		1.3
Other liabilities		935		968	(3.4)		1.3		1.3
Stockholders’ equity		3,675		5,969	(38.4)		5.2		7.9

Deposits

The Corporation’s deposits totaled $64.8 billion at September 30, 2022, compared to $67.0 billion at December 31, 2021. The deposits decrease of $2.2 billion was mainly due to lower Puerto Rico public sector deposits by $2.9 billion at BPPR, partially offset by growth in other deposits sectors. At September 30, 2022, Puerto Rico public sector deposits amounted to $17.5 billion. These include $1.4 billion transferred out of BPPR at the beginning of October and exclude $727 million in deposits managed by the Corporation’s Fiduciary Services Division, where it acts as custodian or escrow agent. The receipt by the Puerto Rico Government of additional COVID-19 pandemic and hurricane recovery related Federal assistance, and seasonal tax collections, could increase public deposit balances at BPPR in the near term. However, 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 speed at which COVID-19 pandemic and hurricane recovery federal assistance is distributed, the financial condition, liquidity and cash management practices of the Puerto Rico Government and its instrumentalities and the implementation of fiscal and debt adjustment plans approved pursuant to PROMESA or other actions mandated by the Fiscal Oversight and Management Board for Puerto Rico (the “Oversight Board”).

Refer to Table 7 for a breakdown of the Corporation’s deposits at September 30, 2022 and December 31, 2021.

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Table 7 - Deposits Ending Balances
(In thousands)	September 30, 2022		December 31, 2021		Variance
Demand deposits^[1]	$	28,773,328	$	25,889,732	$	2,883,596
Savings, NOW and money market deposits (non-brokered)		28,388,057		33,674,134		(5,286,077)
Savings, NOW and money market deposits (brokered)		728,651		729,073		(422)
Time deposits (non-brokered)		6,731,588		6,685,938		45,650
Time deposits (brokered CDs)		197,703		26,211		171,492
Total deposits	$	64,819,327	$	67,005,088	$	(2,185,761)
[1] Includes interest and non-interest bearing demand deposits.

Borrowings

The Corporation’s borrowings totaled $1.3 billion at September 30, 2022 compared to $1.2 billion at December 31, 2021. Refer to Note 16 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

Stockholders’ equity totaled $3.7 billion at September 30, 2022, a decrease of $2.3 billion when compared to December 31, 2021, principally due to an increase in accumulated unrealized losses on debt securities available-for-sale by $2.4 billion due to a decline in fair value of fixed-rate debt securities as a result of the rising interest rate environment, the impact of the $400 million March ASR Agreement, the $231 million August ASR Agreement, declared quarterly common stock dividends and preferred stock dividends, partially offset by the net income of $845.5 million for the nine months ended September 30, 2022. Refer to the Consolidated Statements of Financial Condition, Comprehensive Income and of Changes in Stockholders’ Equity for information on the composition of stockholders’ equity.

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REGULATORY CAPITAL

The Corporation, BPPR and PB are subject to regulatory capital requirements established by the Federal Reserve Board. The risk-based capital standards applicable 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 of September 30, 2022, the Corporation’s, BPPR’s and PB’s capital ratios continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

The risk-based capital ratios presented in Table 8, which include common equity tier 1, Tier 1 capital, total capital and leverage capital as of September 30, 2022 and December 31, 2021.

Table 8 - Capital Adequacy Data

(Dollars in thousands)			September 30, 2022			December 31, 2021
Common equity tier 1 capital:
	Common stockholders equity - GAAP basis	$	3,652,695		$	5,947,254
	CECL transitional amount^[1]		127,127			169,502
	AOCI related adjustments due to opt-out election		2,667,370			257,762
	Goodwill, net of associated deferred tax liability (DTL)		(693,927)			(591,703)
	Intangible assets, net of associated DTLs		(13,738)			(16,219)
	Deferred tax assets and other deductions		(261,542)			(290,565)
Common equity tier 1 capital		$	5,477,985		$	5,476,031
Additional tier 1 capital:
	Preferred stock		22,143			22,143
Additional tier 1 capital		$	22,143		$	22,143
Tier 1 capital		$	5,500,128		$	5,498,174
Tier 2 capital:
	Trust preferred securities subject to phase in as tier 2		192,674			192,674
	Other inclusions (deductions), net		427,796			393,257
Tier 2 capital		$	620,470		$	585,931
Total risk-based capital		$	6,120,598		$	6,084,105
Minimum total capital requirement to be well capitalized		$	3,416,133		$	3,144,122
Excess total capital over minimum well capitalized		$	2,704,465		$	2,939,983
Total risk-weighted assets		$	34,161,334		$	31,441,224
Total assets for leverage ratio		$	71,908,096		$	74,238,367
Risk-based capital ratios:
	Common equity tier 1 capital		16.04	%		17.42	%
	Tier 1 capital		16.10			17.49
	Total capital		17.92			19.35
	Tier 1 leverage		7.65			7.41
[1] The CECL transitional amount includes the impact of Popular's adoption of the new CECL accounting standard on January 1, 2020.

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The Basel III capital rules provide that a depository institution will be 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%. Management has determined that as of September 30, 2022, the Corporation, BPPR and PB continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

Pursuant to the adoption of the CECL accounting standard on January 1, 2020, the Corporation elected to use the five-year transition period option as provided in the final interim regulatory capital rules effective March 31, 2020. The five-year transition period provision delays for two years the estimated impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay. As of September 30, 2022, the Corporation had phased-in 25% of the cumulative CECL deferral with the remaining impact to be recognized over the remainder of the three-year transition period.

On April 9, 2020, federal banking regulators issued an interim final rule to modify the Basel III regulatory capital rules applicable to banking organizations to allow those organizations participating in the Paycheck Protection Program (“PPP”) established under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) to neutralize the regulatory capital effects of participating in the program. Specifically, the agencies have clarified that banking organizations, including the Corporation and its Bank subsidiaries, are permitted to assign a zero percent risk weight to PPP loans for purposes of determining risk-weighted assets and risk-based capital ratios. Additionally, in order to facilitate use of the Paycheck Protection Program Liquidity Facility (the “PPPL Facility”), which provides Federal Reserve Bank loans to eligible financial institutions such as the Corporation’s Bank subsidiaries to fund PPP loans, the agencies further clarified that, for purposes of determining leverage ratios, a banking organization is permitted to exclude from total average assets PPP loans that have been pledged as collateral for a PPPL Facility. As of September 30, 2022, the Corporation has $47 million in PPP loans and no loans were pledge as collateral for PPPL Facilities.

The decrease in the common equity Tier I capital ratio, Tier I capital ratio, and total capital ratio as of September 30, 2022 as compared to December 31, 2021 was mainly attributed to the accelerated share repurchase agreements to repurchase an aggregate of $400 million and $231 million of Popular’s common stock, and an increase in risk-weighted assets driven by the growth in the commercial loans portfolio, partially offset by the nine month period earnings. The increase in leverage capital ratio was mainly due to the decrease in average total assets, which mostly did not have a significant impact on the risk-weighted assets.

Non-GAAP financial measures

The tangible common equity, tangible common equity ratio, tangible assets and tangible book value per common share, which are presented in the table that follows, are non-GAAP measures. Management and many stock analysts use the tangible common equity ratio and tangible book value per common share in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations with significant amounts of goodwill or other intangible assets, typically stemming from the use of the purchase accounting method for mergers and acquisitions. Neither tangible common equity nor tangible assets or related measures should be considered 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 any other related measures may differ from that of other companies reporting measures with similar names.

Table 9 provides a reconciliation of total stockholders’ equity to tangible common equity and total assets to tangible assets as of September 30, 2022, and December 31, 2021.

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Table 9 - Reconciliation of Tangible Common Equity and Tangible Assets

(In thousands, except share or per share information)		September 30, 2022			December 31, 2021
Total stockholders’ equity	$	3,674,838		$	5,969,397
Less: Preferred stock		(22,143)			(22,143)
Less: Goodwill		(827,428)			(720,293)
Less: Other intangibles		(13,738)			(16,219)
Total tangible common equity	$	2,811,529		$	5,210,742
Total assets	$	70,729,675		$	75,097,899
Less: Goodwill		(827,428)			(720,293)
Less: Other intangibles		(13,738)			(16,219)
Total tangible assets	$	69,888,509		$	74,361,387
Tangible common equity to tangible assets		4.02	%		7.01	%
Common shares outstanding at end of period		72,673,344			79,851,169
Tangible book value per common share	$	38.69		$	65.26


		Quarterly average
Total stockholders’ equity [1]	$	6,061,748		$	5,777,652
Less: Preferred Stock		(22,143)			(22,143)
Less: Goodwill		(759,318)			(679,959)
Less: Other intangibles		(24,039)			(20,861)
Total tangible common equity	$	5,256,248		$	5,054,689
Return on average tangible common equity		31.86	%		18.47	%
[1] Average balances exclude unrealized gains or losses on debt securities available-for-sale.

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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 liabilities.

Most of the assets subject to market valuation risk are debt securities classified as available-for-sale. Refer to Notes 6 and 7 to the Consolidated Financial Statements for further information on the debt securities available-for-sale and held-to-maturity portfolios. Debt securities classified as available-for-sale amounted to $28.3 billion as of September 30, 2022. Other assets subject to market risk include loans held-for-sale, which amounted to $8 million, mortgage servicing rights (“MSRs”) which amounted to $131 million and securities classified as “trading”, which amounted to $30 million, as of September 30, 2022.

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 interest rate risk, management may alter the mix of floating and fixed rate assets and liabilities, change pricing schedules, adjust maturities through sales and purchases of investment securities, and enter into derivative contracts, among other alternatives.

Interest rate risk management 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, provides management a better view of long-term IRR.

Net interest 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 interest income resulting from 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 interest rate risk by comparing various NII simulations under different interest rate 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 reflect instantaneous parallel changes of -100, -200, +100, +200 and +400 basis points during the succeeding twelve-month period. Simulation analyses are based on many assumptions, including relative levels of market interest rates across all yield curve points and indexes, interest rate spreads, loan prepayments 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 Company is also subject to basis risk in the repricing of its assets and liabilities, including the basis related to using different rate indexes for the repricing of assets and liabilities, as well as the effect of pricing lags which may be contractual or due to historical differences in the timing of management responses to changes in 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 results of the simulations at September 30, 2022 and December 31, 2021, assuming a static balance sheet and parallel changes over flat spot rates over a one-year time horizon:

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Table 10 - Net Interest Income Sensitivity (One Year Projection)
	September 30, 2022					December 31, 2021
(Dollars in thousands)		Amount Change	Percent Change			Amount Change	Percent Change
Change in interest rate
+400 basis points	$	(12,614)	(0.56)	%	$	257,223	13.21	%
+200 basis points		(4,286)	(0.19)			197,354	10.14
+100 basis points		190	0.01			166,920	8.57
-100 basis points		34,481	1.53			(78,408)	(4.03)
-200 basis points		59,368	2.63			(120,661)	(6.20)

As of September 30, 2022, NII simulations show the Corporation has a neutral to slightly liability sensitive position driven by the rapid increase in short-term interest rates throughout the year and its impact on Puerto Rico public sector deposits which are indexed to market rates, as well as the deployment of cash to fund loan growth and purchase investments. These results suggest that changes in net interest income are driven by changes in liability costs, primarily Puerto Rico public sector deposits. In declining rate scenarios net interest income would increase as the decline in the cost of these deposits generates a greater benefit than the changes in asset yields. In rising rate scenarios Popular’s sensitivity profile is also impacted by its large proportion of Puerto Rico public sector deposits which are indexed to market rates. As short-term rates have risen, the cost of these deposits now increases in sync with market rates and therefore reduce the benefit banks typically have in rising rate environments. As of September 30, 2022, Popular has a more neutral position as compared to a substantially asset sensitive position as of December 31, 2021. The primary reasons for the reduction in sensitivity are i) the realization of much of the expected benefit in net interest income given the higher interest rates observed during the first nine months of 2022 ii) a decrease in cash balances (which reprice instantaneously) via the deployment into longer term investments and loans and iii) the market indexed nature of Puerto Rico public sector deposits which represented $17.5 billion or 27% of deposits as of September 30, 2022.

The Corporation’s loan and investment portfolios are subject to prepayment risk, which results from the ability of a third-party to repay debt obligations prior to maturity. Prepayment risk also could have a significant impact on the duration of mortgage-backed securities and collateralized mortgage obligations since prepayments could shorten (or lower prepayments could extend) the weighted average life of these portfolios.

Trading

The Corporation engages in trading activities in the ordinary course of business at its subsidiaries, BPPR and Popular Securities. Popular Securities’ trading activities consist primarily of market-making activities to meet expected customers’ needs related to 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. Government sponsored mortgage-backed securities classified as “trading” and hedging the related market risk with “TBA” (to-be-announced) market transactions. The objective is to derive spread income from the portfolio and not to benefit from short-term market movements. In addition, BPPR uses forward contracts or TBAs to hedge its securitization pipeline. Risks related to variations in interest rates and market volatility are hedged with TBAs that have characteristics similar to that of the forecasted security and its conversion timeline.

At September 30, 2022 and December 31, 2021, the Corporation held trading securities with a fair value of $30 million, representing approximately 0.04% of the Corporation’s total assets. As shown in Table 11, the trading portfolio consists principally of mortgage-backed securities and U.S. Treasuries, which at September 30, 2022 were investment grade securities. As of September 30, 2022 and December 31, 2021, the trading portfolio also included $0.1 million in Puerto Rico government obligations. Trading instruments are recognized at fair value, with changes resulting from fluctuations in market prices, interest rates or exchange rates reported in current period earnings. The Corporation recognized net trading account losses of $274 thousand and a net trading account gain of $58 thousand, respectively, for the quarters ended September 30, 2022 and September 30, 2021.

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Table 11 - Trading Portfolio
		September 30, 2022				December 31, 2021
(Dollars in thousands)		Amount	Weighted Average Yield^[1]			Amount	Weighted Average Yield^[1]
Mortgage-backed securities	$	14,056	5.80	%	$	22,559	5.12	%
U.S. Treasury securities		15,711	1.92			6,530	0.03
Collateralized mortgage obligations		183	5.55			257	5.61
Puerto Rico government obligations		66	0.46			85	0.47
Interest-only strips		255	12.00			280	12.00
Total	$	30,271	3.83	%	$	29,711	4.06	%
[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 activities is measured by the 5-day net value-at-risk (“VAR”), with a confidence level of 99%. The VAR measures the maximum estimated loss that may occur over a 5-day holding period, given a 99% probability.

The Corporation’s trading portfolio had a 5-day VAR of approximately $0.4 million for the last week in September 2022. There are numerous assumptions and estimates associated with VAR modeling, and actual results could differ from these assumptions and estimates. Backtesting is performed to compare actual results against maximum estimated losses, in order to evaluate model and assumptions accuracy.

In the opinion of management, the size and composition of the trading portfolio does not represent a significant source of market risk for the Corporation.

Liquidity

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 commitments under both normal and stressed market conditions. The Board of Directors is responsible for establishing the Corporation’s 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 liquidity risk, on a long-term and day-to-day basis, is the responsibility of the Corporate Treasury Division. The Corporation’s Corporate Treasurer is responsible for implementing the policies and procedures approved by the Board of Directors and for monitoring the Corporation’s liquidity position on an ongoing basis. Also, the Corporate Treasury Division coordinates corporate wide liquidity management strategies and activities with the reportable 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, for example, it experiences a sudden and unexpected substantial cash outflow due to exogenous events such as the COVID-19 pandemic, its credit rating is downgraded, or some other event causes counterparties to avoid exposure to the institution. Factors that the Corporation does not control, such as the economic outlook, adverse ratings of its principal markets and regulatory changes, could also affect its ability to obtain funding.

Liquidity is managed by the Corporation at the level of the holding companies that own the banking and non-banking subsidiaries. It is also managed at the level of the banking and non-banking subsidiaries. As further explained below, a principal source of liquidity for the bank holding companies (the “BHCs”) are dividends received from banking and non-banking subsidiaries. The Corporation has adopted policies and limits to monitor more effectively the Corporation’s liquidity position and that of the banking subsidiaries. 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 customers might react to every event, and are dependent on many assumptions.

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Deposits, including customer deposits, brokered deposits and public funds deposits, continue to be the most significant source of funds for the Corporation, funding 92% of the Corporation’s total assets at September 30, 2022 and 89% at December 31, 2021. The ratio of total ending loans to deposits was 49% at September 30, 2022, compared to 44% at December 31, 2021. In addition to traditional deposits, the Corporation maintains borrowing arrangements, which amounted to approximately $1.3 billion in outstanding balances at September 30, 2022 (December 31, 2021 - $1.2 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.

On July 12, 2022, the Corporation completed its previously announced accelerated share repurchase program for the repurchase of an aggregate $400 million of Popular’s common stock. In addition, during the quarter ended September 30, 2022, the Corporation entered into a $231 million ASR and received an initial delivery of 2,339,241 shares of common stock. Refer to Note 18 to the Consolidated Financial Statements for additional information.

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.

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, credit card licensing agreements and support to several mutual funds administered by BPPR.

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.

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, credit ratings (by nationally recognized credit rating agencies), and importantly, FDIC deposit insurance. Although a downgrade in the credit ratings of the Corporation’s banking subsidiaries may impact their ability to raise retail and commercial deposits or the rate that it is required to pay on such deposits, management does not believe that the impact should be material. 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 a downgrade in the credit ratings.

Deposits are a key source of funding as they tend to be less volatile than institutional borrowings and their cost is less sensitive to changes in market rates. Refer to Table 7 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 all non-interest bearing deposits, savings deposits and certificates of deposit under $250,000, excluding brokered deposits with denominations under $250,000. Core deposits have historically provided the Corporation with a sizable source of relatively stable and low-cost funds. Core deposits totaled $61.1 billion, or 94% of total deposits, at September 30, 2022, compared with $63.6 billion, or 95% of total deposits, at December 31, 2021. Core deposits financed 93% of the Corporation’s earning assets at September 30, 2022, compared with 88% at December 31, 2021.

The distribution by maturity of certificates of deposits with denominations of $250,000 and over at September 30, 2022 is presented in the table that follows:

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Table 12 - Distribution by Maturity of Certificate of Deposits of $250,000 and Over
(In thousands)
3 months or less	$	1,778,793
Over 3 to 12 months		695,502
Over 1 year to 3 years		226,778
Over 3 years		119,821
Total	$	2,820,894

The Corporation had $0.9 billion in brokered deposits at September 30, 2022, which financed approximately 1% of its total assets (December 31, 2021 - $0.8 billion and 1%, 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, that banking subsidiary faces the risk of not being able to raise or maintain brokered deposits and faces limitations on the rate paid on deposits, which may hinder the Corporation’s ability to effectively compete in its retail markets and could affect its deposit raising efforts.

Deposits from the public sector represent an important source of funds for the Corporation. As of September 30, 2022, total public sector deposits were $17.5 billion, compared to $20.3 billion at December 31, 2021. These include $1.4 billion transferred out of BPPR at the beginning of October 2022 and exclude $727 million in deposits managed by the Corporation’s Fiduciary Services Division, where it acts as custodian or escrow agent. Generally, these deposits require that the bank pledge 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. However, there are some timing differences between the time the deposit outflow occurs and when the bank receives its collateral. Additionally, the Corporation mainly utilizes fixed-rate U.S. Treasury Debt Securities as collateral. While these securities have limited credit risk, they are 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 liabilities. This additional collateral could reduce unpledged securities otherwise available as liquidity sources to the Corporation.

At September 30, 2022, management believes that the banking subsidiaries had sufficient current and projected liquidity sources to meet their anticipated cash flow obligations, as well as special needs and off-balance sheet commitments, in the 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 will be severely constrained if the banking subsidiaries are unable to maintain access to funding or if adequate financing is not available to accommodate future financing needs at acceptable interest rates. The banking subsidiaries also are required to deposit cash or qualifying securities to meet margin requirements on repurchase 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 requirements, thereby adversely affecting its liquidity. Finally, if management is required to rely more heavily on more expensive funding sources to meet its future growth, revenues may not increase proportionately to cover costs. In this case, profitability would be adversely affected.

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 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 principal use of these funds includes the repayment of debt, and interest payments to holders of senior debt and junior subordinated deferrable interest (related to trust preferred securities), the payment of dividends to common stockholders, repurchases of the Corporation’s securities and capitalizing its banking subsidiaries.

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The outstanding balance of notes payable at the BHCs amounted to $497 million at September 30, 2022 and $496 million at December 31, 2021.

The contractual maturities of the BHCs notes payable at September 30, 2022 are presented in Table 13.

Table 13 - Distribution of BHC's Notes Payable by Contractual Maturity
Year		(In thousands)
2023	$	298,793
Later years		198,312
Total	$	497,105

The Corporation’s 6.125% unsecured senior debt securities mature in the September of 2023. Annual debt service at the BHCs is approximately $32 million, and the Corporation’s latest quarterly dividend was $0.55 per share or approximately $40 million per quarter. The BHCs liquidity position continues to be adequate with sufficient cash on hand, investments and other sources of liquidity which are expected to be enough to meet all BHCs debt service and dividend obligations during the foreseeable future. As of September 30, 2022, the BHCs had cash and money markets investments totaling $222 million and borrowing potential of $193 million from its secured facility with BPPR.

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 due to the fact that two out of the three principal credit rating agencies rate the Corporation below “investment grade”, which affects the Corporation’s cost and ability to raise funds in the capital markets. Factors that the Corporation does not control, such as the economic outlook, interest rate volatility, inflation, disruptions in the debt market, among others, could also affect its ability to obtain funding. 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.

On July 1, 2022, the Corporation exchanged a portion of Evertec shares as part of a transaction in which it acquired certain critical channels from Evertec and renegotiated several service agreements. The Corporation completed the sale of its remaining shares of Evertec on August 15, 2022. Following the Evertec Stock Sale, Popular no longer owns any Evertec common stock.

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. 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 period ended September 30, 2022, Popular, Inc. made capital contributions to its wholly owned subsidiaries of $25 million to Popular Re, Inc., $10 million to Popular Securities and $3 million to Popular Impact Fund.

Dividends

During the nine months ended September 30, 2022, the Corporation declared cash dividends of $1.65 per common share outstanding ($124.2 million in the aggregate). The dividends for the Corporation’s Series A preferred stock amounted to $1.1 million. During the nine months ended September 30, 2022, the BHC’s received dividends amounting to $450 million from BPPR, $54 million from PNA, $4 million in dividends from its non-banking subsidiaries and $2 million in dividends from Evertec. In addition, during the nine months ended June 30, 2022, Popular International Bank Inc., wholly owned subsidiary of Popular, Inc., received $16 million in dividends from its investment in BHD. Dividends from BPPR constitute Popular, Inc.’s primary source of liquidity.

Other Funding Sources and Capital

The debt securities portfolio provides an additional source of liquidity, which may be realized through either securities sales 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 the repurchase agreement would be subject to having sufficient unpledged collateral available at the time the transactions are to be consummated, in addition to overall liquidity and risk appetite of the various counterparties. The Corporation’s

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unpledged debt securities amounted to $10.2 billion at September 30, 2022 and $3.0 billion at December 31, 2021. A substantial portion of these debt securities could be used to raise financing in the U.S. money markets or from secured lending sources.

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, 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. Refer to Note 21 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 28 to the Consolidated Financial Statements for information on operating leases and to Note 20 to the Consolidated Financial Statements for a detailed discussion related to the Corporation’s obligations under credit recourse and representation and warranties arrangements.

The Corporation monitors its cash requirements, including its contractual obligations and debt commitments. As discussed above, liquidity is managed by the Corporation in order to meet its short- and long-term cash obligations. Note 16 to the Consolidated Financial Statements has information on the Corporation’s borrowings by maturity, which amounted to $1.3 billion at September 30, 2022 (December 31, 2021 - $1.2 billion).

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, including PB’s wholly-owned subsidiaries Popular Equipment Finance, LLC, Popular Insurance Agency, U.S.A., and E-LOAN, Inc.

PNA has issued junior subordinated debentures guaranteed by PIHC (together with PNA, the “obligor group”) purchased by statutory trusts established by the Corporation. These debentures were purchased by the statutory trust using the proceeds from trust preferred securities issued to the public (referred to as “capital securities”), together with the proceeds of the related issuances of common securities of the trusts.

PIHC fully and unconditionally guarantees the junior subordinated debentures issued by PNA. PIHC’s obligation 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 applicable trust except to the extent such trust has funds available for such payments. If PIHC does not make interest payments on the debentures held by such trust, such trust will not pay distributions on the applicable capital securities and will not have funds available for such payments. PIHC’s guarantee of PNA’s junior subordinated debentures is unsecured 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 under the respective guarantee without suing any other person or entity.

The principal sources of funding for PIHC and 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 amount of dividends an insured depository institution may pay to its holding company without regulatory approval.

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The following summarized financial information presents the financial position of the obligor group, on a combined basis at September 30, 2022 and December 31, 2021, and the results of their operations for the period ended September 30, 2022 and September 30, 2021. 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 financial information of the obligor group is presented on a combined basis with intercompany balances and transactions between entities in the obligor group eliminated. The obligor group's amounts due from, amounts due to and transactions with subsidiaries and affiliates have been presented in separate line items, if they are material. In addition, related parties transactions are presented separately.

Table 14 - Summarized Statement of Condition

(In thousands)		September 30, 2022		December 31, 2021
Assets
Cash and money market investments	$	222,406	$	291,540
Investment securities		22,887		25,691
Accounts receivables from non-obligor subsidiaries		13,347		17,634
Other loans (net of allowance for credit losses of $73 (2021 - $96))		28,425		29,349
Investment in equity method investees		5,359		114,955
Other assets		47,688		42,251
Total assets	$	340,112	$	521,420
Liabilities and Stockholders' deficit
Accounts payable to non-obligor subsidiaries	$	4,567	$	6,481
Accounts payable to affiliates and related parties		-		1,254
Notes payable		497,104		496,134
Other liabilities		112,907		97,172
Stockholders' deficit		(274,466)		(79,621)
Total liabilities and stockholders' deficit	$	340,112	$	521,420

Table 15 - Summarized Statement of Operations

		For the nine months ended
(In thousands)		September 30, 2022		September 30, 2021
Income:
Dividends from non-obligor subsidiaries	$	454,000	$	581,000
Interest income from non-obligor subsidiaries and affiliates		594		680
Earnings from investments in equity method investees		15,698		24,195
Other operating (expense) income		136,140		3,605
Total income	$	606,432	$	609,480
Expenses:
Services provided by non-obligor subsidiaries and affiliates (net of reimbursement by subsidiaries for services provided by parent of $157,754 (2021 - $120,032))	$	12,697	$	9,820
Other operating expenses		19,399		22,712
Total expenses	$	32,096	$	32,532
Net income (loss)	$	574,336	$	576,948

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During the nine months ended September 30, 2022, the Obligor group recorded $1.5 million of dividend distributions from its direct equity method investees. During the nine months ended September 30, 2021, the Obligor group recorded $2.2 million of distributions from its direct equity method investees, of which $1.7 million were related to dividend distributions.

Risks to Liquidity

Total lines of credit outstanding are not necessarily a measure of the total credit available on a continuing basis. Some of these lines could be subject to collateral requirements, standards of creditworthiness, leverage ratios and other regulatory requirements, among other factors. Derivatives, such as those embedded in long-term repurchase transactions or interest rate swaps, and off-balance sheet exposures, such as recourse, performance bonds or credit card arrangements, are subject to collateral requirements. As their fair value 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 economic and fiscal conditions in Puerto Rico, the credit quality of the Corporation could be affected and result in higher credit costs. Refer to the Geographic and Government Risk section of this MD&A for some highlights on the current status of the Puerto Rico economy and the ongoing fiscal crisis.

Factors that the Corporation does not control, such as the economic outlook and credit ratings of its principal markets and regulatory changes, could also affect its ability to obtain funding. In order to prepare for the possibility of such scenario, management has adopted contingency plans for raising financing under stress scenarios when important sources of funds that are usually fully available are temporarily unavailable. These plans call for using alternate funding mechanisms, such as the pledging of certain asset classes and accessing secured credit lines and loan facilities put in place with the FHLB and the FRB. The Corporation is subject to positive tangible capital requirements to utilize secured loan facilities with the FHLB that could result in a limitation of borrowing amounts or maturity terms, even if the Corporation exceeds well-capitalized regulatory capital levels.

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. Credit ratings are based on the financial 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.

Furthermore, various statutory provisions limit the amount of dividends an insured depository institution may pay to its holding company without regulatory approval. A member bank must obtain the approval of the Federal Reserve Board for any dividend, if the total of all dividends declared by the member bank during the calendar year would exceed the total of its net income for that year, combined with its retained net income for the preceding two years, after considering those years’ dividend activity, less any required transfers to surplus or to a fund for the retirement of any preferred stock. During the nine months ended September 30, 2022, BPPR declared cash dividends of $450 million. At September 30, 2022, BPPR would have needed to obtain prior approval of the Federal Reserve Board before declaring a dividend due to its declared dividend activity and transfers to statutory reserves over the latest three years. In addition, a member bank may not declare or pay a dividend in an amount greater than its undivided profits as reported in its Report of Condition and Income, unless the member bank has received the approval of the Federal 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. Pursuant to these requirements, PB may not declare or pay a dividend without the prior approval of the Federal Reserve Board and the NYSDFS. 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.

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.

Obligations Subject to Rating Triggers or Collateral Requirements

The Corporation’s banking subsidiaries currently do not use borrowings that are rated by the major rating agencies, as these banking subsidiaries are funded primarily with deposits and secured borrowings. The banking subsidiaries had $9 million in deposits at September 30, 2022 that are subject to rating triggers.

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In addition, certain mortgage servicing and custodial agreements that BPPR has with third parties include rating covenants. In the event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for escrow deposits and/or increase collateral levels securing the recourse obligations. Also, as discussed in Note 20 to the Consolidated Financial Statements, the Corporation services residential mortgage loans subject to credit recourse provisions. Certain contractual agreements require the Corporation to post collateral to secure such recourse obligations if the institution’s required credit ratings are not maintained. Collateral pledged by the Corporation to secure recourse obligations amounted to approximately $31 million at September 30, 2022. The Corporation could be required to post additional collateral under the agreements. Management expects that it would be able to meet additional collateral requirements if and when needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s liquidity resources and impact its operating results.

Credit Risk

Geographic and Government Risk

The Corporation is exposed to geographic and government risk. The Corporation’s assets and revenue composition by geographical area and by business segment reporting are presented in Note 33 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 (the “Commonwealth” or “Puerto Rico”), which faces severe economic and fiscal challenges.

Hurricane Fiona

On September 18, 2022, Hurricane Fiona made landfall in the southwest area of Puerto Rico as a Category 1 hurricane, bringing record rainfall and flooding throughout the island and affecting communities where BPPR does business. The hurricane caused a complete blackout on the island and considerable damage to certain sectors in the southwest region. While the impact to BPPR’s operations was not material, customers in certain municipalities of the island were impacted by the disaster.

As part of hurricane relief efforts, the Corporation waived late-payment fees on individual lending products from September 16 through October 31, 2022. The Corporation also offered to clients impacted by the hurricane a moratorium of up to three monthly payments, until December 31, 2022, on personal and commercial credit cards, auto loans, leases and personal loans, subject to certain eligibility requirements. Various payment relief alternatives were also made available to certain mortgage customers, depending on their type of loan.

The Corporation is still evaluating the impact of Hurricane Fiona. However, given the low level of assistance requests received by the Corporation to date, the effect on credit risk should not be significant.

Economic Performance

The Commonwealth’s economy entered a recession in the fourth quarter of fiscal year 2006 and its gross national product (“GNP”) contracted (in real terms) every fiscal year between 2007 and 2018, with the exception of fiscal year 2012. Pursuant to the latest Puerto Rico Planning Board (the “Planning Board”) estimates, dated March 2021, the Commonwealth’s real GNP increased by 1.8% in fiscal year 2019 due to the influx of federal funds and private insurance payments to repair damage caused by Hurricanes Irma and María. However, the Planning Board estimates that the Commonwealth’s real GNP decreased by approximately 3.2% in fiscal year 2020 due primarily to the adverse impact of the COVID-19 pandemic and the measures taken by the government in response to the same. The Planning Board projected that the negative effects of COVID-19 would continue through fiscal year 2021, resulting in a contraction in real GNP of approximately -2%, followed by 0.8% and 1.7% GNP growth in fiscal years 2022 and 2023, respectively.

Certain information regarding current economic activity is available in the form of the Economic Development Bank for Puerto Rico (“EDB”) Economic Activity Index (the “EDB Economic Activity Index”), a coincident indicator of ongoing economic activity but not a

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direct measurement of real GNP. The latest EDB Economic Activity Index reflected a 1.5% increase in August 2022, compared to August 2021. From January to August 2022, the EDB Economic Activity Index reflected a 3.0% increase compared to the same period in calendar year 2021.

The Puerto Rico Consumer Price Index, published by the Department of Labor and Human Resources of Puerto Rico, was recorded at 130.4 in September 2022, representing a 6.1% increase when compared to September 2021 and effectively flat versus August 2022. The United States Consumer Price Index, published by the U.S. Bureau of Labor Statistics, increased by 8.2% from September 2022 and by 0.4% from August 2022. Increasing inflation or prolonged periods of high inflation may adversely affect our business and results of operations.

Fiscal Challenges

The Commonwealth’s central government and many of its instrumentalities, public corporations and municipalities continue to face significant fiscal challenges, which have been primarily the result of economic contraction, persistent and significant budget deficits, a high debt burden, unfunded legacy obligations, and lack of access to the capital markets, among other factors. The escalating fiscal and economic crisis and imminent widespread defaults prompted the U.S. Congress to enact the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) in June 2016. As further discussed below under “Pending Title III Proceedings,” the Commonwealth and several of its instrumentalities recently emerged from a bankruptcy-like process under PROMESA.

PROMESA

PROMESA, among other things, created a seven-member federally-appointed oversight board (the “Oversight Board”) with ample powers over the fiscal and economic affairs of the Commonwealth, its public corporations, instrumentalities and municipalities and established two mechanisms for the restructuring of the obligations of such entities. Pursuant to PROMESA, the Oversight Board will remain in place until market access is restored and balanced budgets, in accordance with modified accrual accounting, are produced for at least four consecutive years.

In October 2016, the Oversight Board designated the Commonwealth and all of its public corporations and instrumentalities (except its municipalities) as “covered entities” under PROMESA. In May 2019, the Oversight Board also designated all of the Commonwealth’s municipalities as covered entities. At the Oversight Board’s request, covered entities are required to submit fiscal plans and annual budgets to the Oversight Board for its review and approval. They are also required to seek Oversight Board approval to issue, guarantee or modify their debts and to enter into contracts with an aggregate value of $10 million or more. Finally, covered entities are potentially eligible to avail themselves of the debt restructuring processes provided by PROMESA. For additional discussion of risk factors related to the Puerto Rico fiscal challenges, see “Part I – Item 1A – Risk Factors” in the Corporation’s Form 10-K.

Fiscal Plans

Commonwealth Fiscal Plan. The Oversight Board has certified several fiscal plans for the Commonwealth since 2017. The most recent fiscal plan for the Commonwealth certified by the Oversight Board is dated January 27, 2022 (the “2022 Fiscal Plan”). Pursuant to the 2022 Fiscal Plan, while the COVID-19 pandemic and the measures taken in response to the same severely reduced economic activity and caused an unprecedented increase in unemployment in Puerto Rico, pandemic-related federal and local stimulus funding have more than offset the estimated income loss due to reduced economic activity and are estimated to have caused a temporary increase in personal income on a net basis. The 2022 Fiscal Plan’s economic projections incorporate adjustments for these short-term income effects. For example, the 2022 Fiscal Plan estimates that, for fiscal years 2022 and 2023, real GNP will grow 2.6% and 0.9%, respectively, but projects that growth adjusted for income effects for such years will be approximately 5.2% and 0.6%, respectively.

The 2022 Fiscal Plan incorporates the debt service costs of the Commonwealth’s restructured debt pursuant to the Plan of Adjustment (as defined and further explained below), and projects an unrestricted surplus after debt service averaging $1 billion annually between fiscal years 2022 to 2031. This surplus is projected to decline over time as federal disaster relief funding slows, nominal GNP growth declines, revenues decline, and healthcare expenditures rise. The 2022 Fiscal Plan estimates that fiscal measures could drive approximately $6.3 billion in savings and extra revenue over fiscal years 2022 through 2026 and that structural reforms could drive a cumulative 0.90% increase in growth by fiscal year 2051 (equal to approximately $33 billion).

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The 2022 Fiscal Plan provides for the gradual reduction and the ultimate elimination, by fiscal year 2025, of Commonwealth budgetary subsidies to municipalities, which constitute a material portion of the operating revenues of some municipalities. According to the 2022 Fiscal Plan, municipalities have made little or no progress towards implementing the fiscal discipline required to reduce reliance on Commonwealth appropriations and this lack of fiscal management may threaten the ability of certain municipalities to provide necessary services, such as health, sanitation, public safety, and emergency services to their residents, forcing them to prioritize expenditures.

Other Fiscal Plans. Pursuant to PROMESA, the Oversight Board has also requested and certified fiscal plans for several public corporations and instrumentalities. The certified fiscal plan for the Puerto Rico Electric Power Authority (“PREPA”), Puerto Rico’s electric power utility, contemplated the transformation of Puerto Rico’s electric system through, among other things, the establishment of a public-private partnership with respect to PREPA’s transmission and distribution system (the “T&D System”), and calls for significant structural reforms at PREPA. The procurement process for the establishment of a public-private partnership with respect to the T&D System was completed in June 2020. The selected proponent, LUMA Energy LLC (“LUMA”), and PREPA entered into a 15-year agreement whereby, since June 1, 2021, LUMA is responsible for operating, maintaining and modernizing the T&D System (the “T&D Agreement”). The commencement of such 15-year term, however, was conditioned on PREPA’s emergence from its debt restructuring process under Title III of PROMESA (the “Title III Exit”), which has not occurred. During this interim period, LUMA has been operating the T&D System pursuant to a supplemental terms agreement (the “Supplemental Agreement”), which expires on November 30, 2022, unless the Title III Exit condition is waived, or the term of the Supplemental Agreement is extended by the parties. Such termination would trigger the commencement of a transition period during which LUMA would transfer the operations of the T&D System to PREPA or a third-party successor operator.

On May 20, 2022, the Oversight Board certified the latest version of the fiscal plan (the “CRIM Fiscal Plan”) for the Municipal Revenue Collection Center (“CRIM”), the government entity responsible for collecting property taxes and distributing them among the municipalities. The CRIM Fiscal Plan outlines a series of measures centered around improving the competitiveness of Puerto Rico’s property tax regime and the enhancement of property tax collections, including identifying and appraising new properties as well as improvements to existing properties, and implementing operational and technological initiatives.

Title III Proceedings

On May 3, 2017, the Oversight Board, on behalf of the Commonwealth, filed a petition in the U.S. District Court to restructure the Commonwealth’s liabilities under Title III of PROMESA. The Oversight Board subsequently filed analogous petitions with respect to the Puerto Rico Sales Tax Financing Corporation (“COFINA”), the Employees Retirement System of the Government of the Commonwealth of Puerto Rico (“ERS”), the Puerto Rico Highways and Transportation Authority (“HTA”), PREPA and the Puerto Rico Public Buildings Authority (“PBA”). On February 12, 2019, the government completed a restructuring of COFINA’s debts pursuant to a plan of adjustment confirmed by the U.S. District Court.

On November 3, 2021, the Oversight Board filed the Eighth Amended Title III Joint Plan of Adjustment for the Commonwealth, ERS and PBA (the “Commonwealth Plan of Adjustment”). On March 15, 2022, the Plan of Adjustment became effective. The Commonwealth Plan of Adjustment reduced the Commonwealth’s debt obligations from approximately $34.3 billion of prepetition debt to approximately $7.4 billion in new general obligation bonds and approximately $8.7 billion in new contingent value instruments. This also resulted in a reduction of the Commonwealth’s maximum annual debt service by approximately 73%.

On October 12, 2022, the U.S. District Court confirmed the Modified Fifth Amended Title III Plan of Adjustment for HTA, which is expected to become effective this year upon the satisfaction of certain conditions to its effectiveness. PREPA’s debt restructuring process under Title III of PROMESA is still ongoing.

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. While PROMESA provided a process to address the Commonwealth’s fiscal challenges, the adjustment measures required by the fiscal plans still present significant economic risks. Furthermore, if global or local economic conditions worsen or the Government of Puerto Rico and the Oversight Board are unable to adequately manage the Commonwealth’s fiscal and economic challenges, these adverse effects could continue or worsen in ways that we are not able to predict.

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At September 30, 2022, the Corporation’s direct exposure to the Puerto Rico government’s instrumentalities and municipalities totaled $365 million of which $322 million were outstanding, compared to $367 million at December 31, 2021, of which $349 million were outstanding. A deterioration in the Commonwealth’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, $297 million consists of loans and $25 million are securities ($319 million and $30 million, respectively, at December 31, 2021). All of the Corporation’s direct exposure outstanding at September 30, 2022 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 other revenues. At September 30, 2022, 74% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. For additional discussion of the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities, refer to Note 21 – Commitments and Contingencies.

In addition, at September 30, 2022, the Corporation had $256 million in loans insured or securities issued by Puerto Rico governmental entities, but for which the principal source of repayment is non-governmental ($275 million at December 31, 2021). These included $214 million in residential mortgage loans insured by the Puerto Rico Housing Finance Authority (“HFA”), a governmental instrumentality that has been designated as a covered entity under PROMESA (December 31, 2021 - $232 million). These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA insurance covers losses in the event of a borrower default and upon the satisfaction of certain other conditions. The Corporation also had, at September 30, 2022, $42 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, 2021 - $43 million). In the event that the mortgage loans insured by HFA and held by the Corporation directly or those serving as collateral for the HFA bonds default and the collateral is insufficient to satisfy the outstanding balance of these loans, HFA’s ability to honor its insurance will depend, among other factors, on the financial condition of HFA at the time such obligations become due and payable. The Corporation does not consider the government guarantee when estimating the credit losses associated with this portfolio. Although the Governor is currently authorized by local legislation to impose a temporary moratorium on the financial obligations of the HFA, a moratorium on such obligations has not been imposed as of the date hereof.

BPPR’s commercial loan 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 fiscal and economic measures taken by the Commonwealth government. 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.

As of September 30, 2022, BPPR had $17.5 billion in deposits from the Commonwealth, 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 speed at which COVID-19 pandemic and hurricane recovery 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.

The Corporation may also have direct exposure with regards to avoidance and other causes of action initiated by the Oversight Board on behalf of the Commonwealth or other Title III debtors. For additional information regarding such exposure, refer to Note 21 of the Consolidated Financial Statements.

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 have been and might be further exacerbated as a result of the effects of the COVID-19 pandemic, and 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.

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At September 30, 2022, the Corporation had approximately $29 million in direct exposure to USVI government entities (December 31, 2021 - $70 million). The USVI has been experiencing a number of fiscal and economic challenges that could adversely affect the ability of its public corporations and instrumentalities to service their outstanding debt obligations.

British Virgin Islands

The Corporation has operations in the British Virgin Islands (“BVI”), which has been 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 September 30, 2022 it has a loan portfolio amounting to approximately $216 million comprised of various retail and commercial clients, compared to a loan portfolio of $221 million at December 31, 2021.

U.S. Government

As further detailed in Notes 6 and 7 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, $1.5 billion of residential mortgages, $47 million of SBA loans under the Paycheck Protection Program (“PPP”) and $71 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at September 30, 2022 (compared to $1.6 billion, $353 million and $67 million, respectively, at December 31, 2021).

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 16.

During the third quarter of 2022, the Corporation showed stable credit quality trends with low levels of NCOs and decreasing NPLs. We continue to closely monitor changes in the macroeconomic environment and on borrower performance, given inflationary pressures and geopolitical uncertainty. However, management continues to believe that the improvement over recent years in the risk profile of the Corporation’s loan portfolios positions Popular to operate successfully under the current environment. The impact of Hurricanes Fiona and Ian is still being evaluated but given Fiona’s limited impact in the markets that Popular does business and low levels of assistance requests received to date, the effect on credit risk should not be significant.

Total NPAs decreased by $86 million at September 30, 2022 when compared with December 31, 2021. Total non-performing loans held-in-portfolio (“NPLs”) decreased by $95 million at September 30, 2022 from December 31, 2021. BPPR’s NPLs decreased by $104 million at September 30, 2022, mainly driven by lower mortgage NPLs by $81 million, due to the combined effects of collection efforts, increased foreclosure activity and the on-going low levels of early delinquency compared with pre-pandemic trends, coupled with a $33 million decrease in the commercial NPLs. Popular U.S. NPLs increased by $10 million at September 30, 2022 solely due to an $11 million commercial borrower within the healthcare industry that was placed in non-accrual status during the quarter due to financial distress. At September 30, 2022, the ratio of NPLs to total loans held-in-portfolio was 1.4% compared to 1.9% in December 31, 2021. Other real estate owned loans (“OREOs”) increased by $8 million at September 30, 2022, mainly due to the end of the COVID-19 related foreclosure moratorium period.

At September 30, 2022, NPLs secured by real estate amounted to $317 million in the Puerto Rico operations and $38 million in Popular U.S. These figures were $428 million and $31 million, respectively, at December 31, 2021.

The Corporation’s commercial loan portfolio secured by real estate (“CRE”) amounted to $9.8 billion at September 30, 2022, of which $3.1 billion was secured with owner occupied properties, compared with $8.4 billion and $1.8 billion, respectively, at December 31, 2021. During the first quarter of 2022, the Corporation reclassified $0.9 billion of loans from the Commercial Real Estate (“CRE”) Non-Owner-Occupied category to the CRE Owner-Occupied category. The selected loans are primarily to skilled and assisted living nursing homes where the majority of the revenues, which are the basis for the repayment of the loans, are generated from medical and related operational activities. These loans meet the type of business and source requirements as defined in the regulatory guidance allowing this classification. CRE NPLs amounted to $61 million at September 30, 2022, compared with $77 million at December 31, 2021. The CRE NPL ratios for the BPPR and Popular U.S. segments were 1.06% and 0.22%, respectively, at September 30, 2022, compared with 1.95% and 0.04%, respectively, at December 31, 2021.

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In addition to the NPLs included in Table 16, at September 30, 2022, there were $376 million of performing loans, mainly commercial loans, which in management’s opinion, were currently subject to potential future classification as non-performing (December 31, 2021 - $214 million).

For the quarter ended September 30, 2022, total inflows of NPLs held-in-portfolio, excluding consumer loans, increased by approximately $3 million, when compared to the inflows for the same period in 2021. Inflows of NPLs held-in-portfolio at the BPPR segment decreased by $11 million compared to the same period in 2021, mostly driven by lower mortgage inflows by $9 million, in part offset by lower commercial inflows by $2 million. Inflows of NPLs held-in-portfolio at the Popular U.S. increased by $14 million when compared to the same period in 2021, driven by the abovementioned commercial healthcare NPL.

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Table 16 - Non-Performing Assets
	September 30, 2022										December 31, 2021
(Dollars in thousands)		BPPR		Popular U.S.		Popular, Inc.		As a % of loans HIP by category			BPPR		Popular U.S.		Popular, Inc.		As a % of loans HIP by category
Commercial	$	87,448	$	16,428	$	103,876		0.7	%	$	120,047	$	5,532	$	125,579		0.9	%
Construction		-		-		-		-			485		-		485		0.1
Leasing		5,697		-		5,697		0.4			3,102		-		3,102		0.2
Mortgage		252,773		21,533		274,306		3.8			333,887		21,969		355,856		4.8
Auto		34,432		-		34,432		1.0			23,085		-		23,085		0.7
Consumer		29,865		5,243		35,108		1.2			33,683		6,087		39,770		1.5
Total non-performing loans held-in-portfolio		410,215		43,204		453,419		1.4	%		514,289		33,588		547,877		1.9	%
Other real estate owned (“OREO”)		92,836		403		93,239					83,618		1,459		85,077
Total non-performing assets^[1]	$	503,051	$	43,607	$	546,658				$	597,907	$	35,047	$	632,954
Accruing loans past due 90 days or more^[2]	$	339,891	$	612	$	340,503				$	480,649	$	118	$	480,767
Ratios:
Non-performing assets to total assets		0.86	%	0.36	%	0.77	%				0.93	%	0.32	%	0.84	%
Non-performing loans held-in-portfolio to loans held-in-portfolio		1.84		0.47		1.44					2.46		0.40		1.87
Allowance for credit losses to loans held-in-portfolio		2.65		1.21		2.23					2.85		1.21		2.38
Allowance for credit losses to non-performing loans, excluding held-for-sale		144.05		259.61		155.07					115.53		301.31		126.92
HIP = “held-in-portfolio”
[1] There were no non-performing loans held-for-sale as of September 30, 2022 and December 31, 2021.
[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. The balance of these loans includes $9 million at September 30, 2022, related to the rebooking of loans previously pooled into GNMA securities, in which the Corporation had a buy-back option as further described below (December 31, 2021 - $13 million). Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to repurchases option are required to be reflected (rebooked) on the financial statements of BPPR with an offsetting liability. These balances include $198 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of September 30, 2022 (December 31, 2021 - $304 million). Furthermore, the Corporation has approximately $42 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 (December 31, 2021 - $50 million).

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Table 17 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)

		For the quarter ended September 30, 2022							For the nine months ended September 30, 2022
(Dollars in thousands)			BPPR		Popular U.S.	Popular, Inc.			BPPR		Popular U.S.	Popular, Inc.
Beginning balance		$	381,163	$	27,638	$	408,801	$	454,419	$	27,501	$	481,920
Plus:
	New non-performing loans		35,258		19,704		54,962		117,909		38,621		156,530
	Advances on existing non-performing loans		-		67		67		-		2,817		2,817
Less:
	Non-performing loans transferred to OREO		(5,956)		-		(5,956)		(30,893)		(85)		(30,978)
	Non-performing loans charged-off		(5,223)		(48)		(5,271)		(7,192)		(337)		(7,529)
	Loans returned to accrual status / loan collections		(65,021)		(9,400)		(74,421)		(194,022)		(30,556)		(224,578)
Ending balance NPLs		$	340,221	$	37,961	$	378,182	$	340,221	$	37,961	$	378,182

Table 18 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)

		For the quarter ended September 30, 2021							For the nine months ended September 30, 2021
(Dollars in thousands)			BPPR		Popular U.S.	Popular, Inc.			BPPR		Popular U.S.	Popular, Inc.
Beginning balance		$	603,233	$	21,185	$	624,418	$	639,932	$	28,412	$	668,344
Plus:
	New non-performing loans		46,060		5,701		51,761		195,270		36,202		231,472
	Advances on existing non-performing loans		-		12		12		-		35		35
Less:
	Non-performing loans transferred to OREO		(11,053)		-		(11,053)		(26,307)		-		(26,307)
	Non-performing loans charged-off		(9,640)		-		(9,640)		(33,185)		(1,500)		(34,685)
	Loans returned to accrual status / loan collections		(75,774)		(9,623)		(85,397)		(222,884)		(37,101)		(259,985)
	Loans transferred to held-for-sale		-		-		-		-		(8,773)		(8,773)
Ending balance NPLs		$	552,826	$	17,275	$	570,101	$	552,826	$	17,275	$	570,101

Table 19 - Activity in Non-Performing Commercial Loans Held-in-Portfolio

		For the quarter ended September 30, 2022						For the nine months ended September 30, 2022
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	96,493	$	7,446	$	103,939	$	120,047	$	5,532	$	125,579
Plus:
	New non-performing loans		5,913		14,965		20,878		13,706		25,289		38,995
	Advances on existing non-performing loans		-		12		12		-		2,518		2,518
Less:
	Non-performing loans transferred to OREO		(352)		-		(352)		(4,318)		-		(4,318)
	Non-performing loans charged-off		(4,534)		(48)		(4,582)		(5,741)		(210)		(5,951)
	Loans returned to accrual status / loan collections		(10,072)		(5,947)		(16,019)		(36,246)		(16,701)		(52,947)
Ending balance NPLs		$	87,448	$	16,428	$	103,876	$	87,448	$	16,428	$	103,876

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Table 20 - Activity in Non-Performing Commercial Loans Held-in-Portfolio

		For the quarter ended September 30, 2021						For the nine months ended September 30, 2021
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	217,703	$	7,862	$	225,565	$	204,092	$	5,988	$	210,080
Plus:
	New non-performing loans		7,454		1,039		8,493		54,835		10,302		65,137
	Advances on existing non-performing loans		-		10		10		-		17		17
Less:
	Non-performing loans transferred to OREO		(2,069)		-		(2,069)		(8,265)		-		(8,265)
	Non-performing loans charged-off		(8,617)		-		(8,617)		(12,523)		(976)		(13,499)
	Loans returned to accrual status / loan collections		(31,077)		(6,124)		(37,201)		(54,745)		(10,771)		(65,516)
	Loans transferred to held-for-sale		-		-		-		-		(1,773)		(1,773)
Ending balance NPLs		$	183,394	$	2,787	$	186,181	$	183,394	$	2,787	$	186,181

Table 21 - Activity in Non-Performing Construction Loans Held-in-Portfolio

		For the quarter ended September 30, 2022						For the nine months ended September 30, 2022
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	-	$	-	$	-	$	485	$	-	$	485
Less:
	Loans returned to accrual status / loan collections		-		-		-		(485)		-		(485)
Ending balance NPLs		$	-	$	-	$	-	$	-	$	-	$	-

Table 22 - Activity in Non-Performing Construction Loans Held-in-Portfolio

		For the quarter ended September 30, 2021						For the nine months ended September 30, 2021
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	14,877	$	-	$	14,877	$	21,497	$	7,560	$	29,057
Plus:
	New non-performing loans		-		-		-		-		12,141		12,141
Less:
	Non-performing loans charged-off		-		-		-		(6,620)		(523)		(7,143)
	Loans returned to accrual status / loan collections		-		-		-		-		(12,178)		(12,178)
	Loans transferred to held-for-sale		-		-		-		-		(7,000)		(7,000)
Ending balance NPLs		$	14,877	$	-	$	14,877	$	14,877	$	-	$	14,877

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Table 23 - Activity in Non-Performing Mortgage Loans Held-in-Portfolio

		For the quarter ended September 30, 2022						For the nine months ended September 30, 2022
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	284,670	$	20,192	$	304,862	$	333,887	$	21,969	$	355,856
Plus:
	New non-performing loans		29,345		4,739		34,084		104,203		13,332		117,535
	Advances on existing non-performing loans		-		55		55		-		299		299
Less:
	Non-performing loans transferred to OREO		(5,604)		-		(5,604)		(26,575)		(85)		(26,660)
	Non-performing loans charged-off		(689)		-		(689)		(1,451)		(127)		(1,578)
	Loans returned to accrual status / loan collections		(54,949)		(3,453)		(58,402)		(157,291)		(13,855)		(171,146)
Ending balance NPLs		$	252,773	$	21,533	$	274,306	$	252,773	$	21,533	$	274,306

Table 24 - Activity in Non-Performing Mortgage Loans Held-in-Portfolio

		For the quarter ended September 30, 2021						For the nine months ended September 30, 2021
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	370,653	$	13,323	$	383,976	$	414,343	$	14,864	$	429,207
Plus:
	New non-performing loans		38,606		4,662		43,268		140,435		13,759		154,194
	Advances on existing non-performing loans		-		2		2		-		18		18
Less:
	Non-performing loans transferred to OREO		(8,984)		-		(8,984)		(18,042)		-		(18,042)
	Non-performing loans charged-off		(1,023)		-		(1,023)		(14,042)		(1)		(14,043)
	Loans returned to accrual status / loan collections		(44,697)		(3,499)		(48,196)		(168,139)		(14,152)		(182,291)
Ending balance NPLs		$	354,555	$	14,488	$	369,043	$	354,555	$	14,488	$	369,043

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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 at September 30, 2022 and December 31, 2021, are presented below.

Table 25 - Loan Delinquencies

(Dollars in thousands)		September 30, 2022							December 31, 2021
	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	$	144,836	$	15,366,859		0.94	%	$	161,251	$	13,732,701		1.17	%
Construction		1,087		816,290		0.13			485		716,220		0.07
Leasing		22,924		1,538,504		1.49			14,379		1,381,319		1.04
Mortgage ^[1]		936,088		7,311,713		12.80			1,141,082		7,427,196		15.36
Consumer		212,139		6,489,822		3.27			173,896		5,983,121		2.91
Loans held-for-sale		-		8,065		-			-		59,168		-
Total	$	1,317,074	$	31,531,253		4.18	%	$	1,491,093	$	29,299,725		5.09	%
[1] Loans delinquent 30 days or more includes $0.5 billion of residential mortgage loans insured by FHA or guaranteed by the VA as of September 30, 2022 (December 31, 2021 - $0.6 billion). Refer to Note 8 to the Consolidated Financial Statements for additional information of guaranteed loans.

Allowance for Credit Losses Loans Held-in-Portfolio

The Corporation adopted the new CECL accounting standard effective on January 1, 2020. The allowance for credit losses (“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 troubled debt restructurings 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.

At September 30, 2022, the allowance for credit losses amounted to $703 million, an increase of $8 million, when compared with December 31, 2021. The ACL incorporated updated macroeconomic scenarios for Puerto Rico and the United States. Given that any one economic outlook is inherently uncertain, the Corporation uses multiple scenarios to estimate its ACL. The baseline scenario continues to be assigned the highest probability, followed by the pessimistic scenario. 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. This quarter, as part of its evaluation procedures, the Corporation decided to extend the reversion window from 1 year to 3 years. The extension in the reversion period results in a better representation of historical movements for key macroeconomic variables that impact the ACL. This change in assumptions contributed to a reduction of $11 million in the ACL. The reasonable and supportable period assumptions remained unchanged.

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driven by updated data for the second quarter of 2022, which reflected two consecutive quarters of GDP decline. 2023 annualized GDP growth for P.R. and U.S. is of 2.2% and 1.5%, respectively, compared to 2.7% for both regions in the previous quarter. The reduction in 2023 is in part due to tight monetary policy, weaker job growth and persistent inflation. The 2022 average unemployment rate remained largely consistent QoQ forecasted at 6.6% and 3.6% for Puerto Rico and United States, respectively, compared to 6.9% and 3.5%, respectively, in the previous forecast. For 2023 the forecasted average unemployment rate for P.R. and U.S. is 7.8% and 3.9%, slightly higher than previous quarter’s 7.6% and 3.4% for P.R. and U.S., respectively.

The ACL for BPPR was essentially flat, decreasing by $3 million to $591 million at September 30, 2022, when compared to December 31, 2021. The ACL for Popular U.S. increased by $11 million at September 30, 2022, when compared to December 31, 2021, mainly driven by an $8 million reserve recorded for the abovementioned commercial healthcare NPL.

The provision for credit losses for the quarter ended September 30, 2022, amounted to $39.5 million, compared to a net benefit of $58.6 million in the same period in the prior year. The third quarter of 2021 included reductions in reserves due to improvements in the macroeconomic scenarios. Refer to Note 9 – Allowance for credit losses – loans held-in-portfolio, and to the Provision for Credit Losses section of this MD&A for additional information.

Table 26 - Allowance for Credit Losses - Loan Portfolios
September 30, 2022
(Dollars in thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Total ACL	$	229,857		$	6,199		$	138,534		$	19,814		$	308,692		$	703,096
Total loans held-in-portfolio		15,366,859			816,290			7,311,713			1,538,504			6,489,822			31,523,188
ACL to loans held-in-portfolio		1.50	%		0.76	%		1.89	%		1.29	%		4.76	%		2.23	%
Total non-performing loans held-in-portfolio	$	103,876		$	-		$	274,306		$	5,697		$	69,540		$	453,419
ACL to non-performing loans held-in-portfolio		221.28	%		N.M.			50.50	%		347.80	%		443.91	%		155.07	%
N.M. - Not meaningful.

Table 27 - Allowance for Credit Losses - Loan Portfolios
December 31, 2021
(Dollars in thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Total ACL	$	215,805		$	6,363		$	154,478		$	17,578		$	301,142		$	695,366
Total loans held-in-portfolio		13,732,701			716,220			7,427,196			1,381,319			5,983,121			29,240,557
ACL to loans held-in-portfolio		1.57	%		0.89	%		2.08	%		1.27	%		5.03	%		2.38	%
Total non-performing loans held-in-portfolio	$	125,579		$	485		$	355,856		$	3,102		$	62,855		$	547,877
ACL to non-performing loans held-in-portfolio		171.85	%		N.M.			43.41	%		566.67	%		479.11	%		126.92	%
N.M. - Not meaningful.

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Annualized net charge-offs (recoveries)

The following tables present annualized net charge-offs (recoveries) to average loans held-in-portfolio (“HIP”) by loan category for the quarters and nine months ended September 30, 2022 and 2021.

Table 28 - Annualized Net Charge-offs (Recoveries) to Average Loans Held-in-Portfolio

	Quarters ended
	September 30, 2022						September 30, 2021
	BPPR		Popular U.S.		Popular Inc.		BPPR		Popular U.S.		Popular Inc.
Commercial	(0.06)	%	(0.03)	%	(0.05)	%	0.23	%	(0.03)	%	0.12	%
Construction	―		―		―		(6.82)		―		(1.05)
Mortgage	(0.14)		(0.01)		(0.12)		(0.13)		(0.02)		(0.11)
Leasing	0.36		―		0.36		0.09		―		0.09
Consumer	1.34		0.47		1.30		0.64		―		0.62
Total annualized net charge-offs (recoveries) to average loans held-in-portfolio	0.34	%	(0.01)	%	0.24	%	0.18	%	(0.03)	%	0.12	%

	Nine months ended
	September 30, 2022						September 30, 2021
	BPPR		Popular U.S.		Popular Inc.		BPPR		Popular U.S.		Popular Inc.
Commercial	(0.15)	%	(0.02)	%	(0.09)	%	(0.12)	%	(0.02)	%	(0.08)	%
Construction	(0.67)		(0.24)		(0.33)		3.01		0.02		0.51
Mortgage	(0.21)		―		(0.18)		0.14		(0.06)		0.11
Leasing	0.14		―		0.14		0.09		―		0.09
Consumer	1.06		0.44		1.03		0.56		1.41		0.60
Total annualized net charge-offs (recoveries) to average loans held-in-portfolio	0.18	%	(0.02)	%	0.13	%	0.17	%	0.02	%	0.13	%

NCOs for the quarter ended September 30, 2022 amounted to $18.2 million, an unfavorable variance by $9.4 million when compared to the same period in 2021. The BPPR segment increased by $9.1 million mainly driven by higher consumer NCOs by $11.4 million. The consumer NCOs increase was mainly related to post-pandemic normalization, as NCOs continue at historical low levels. The PB segment NCOs remained essentially flat. The low level of NCOs was due to the effect of a favorable economic environment and continued borrower performance, as reflected in the ongoing low level of delinquencies and NPLs when compared to pre-pandemic trends.

Troubled Debt Restructurings

The Corporation’s troubled debt restructurings (“TDRs”) loans amounted to $1.6 billion at September 30, 2022, decreasing by $16 million, from December 31, 2021. A total of $725 million of these TDRs are related to guaranteed loans, which are in accruing status. TDRs in the BPPR segment amounted to $1.6 billion, a decrease of $16 million, mainly related to decreases of $11 million and $3 million in the consumer and mortgage TDRs, respectively. The Popular U.S. segment TDRs remained flat at $14 million from December 31, 2021. TDRs in accruing status increased by $20 million from December 31, 2021, while non-accruing TDRs decreased by $35 million, mostly related to mortgage TDRs.

Refer to Note 9 to the Consolidated Financial Statements for additional information on modifications considered TDRs, including certain qualitative and quantitative data about troubled debt restructurings performed in the past twelve months.

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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.

Item 3. Quantitative and Qualitative Disclosures About 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 Corporation’s 2021 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Corporation’s management, with the 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 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 information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

There have been no changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

For a discussion of Legal Proceedings, see Note 21, Commitments and Contingencies, to the Consolidated Financial Statements.

Item 1A. Risk Factors

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 2021 Form10-K and under “Part II–Item1A- Risk Factors” of any subsequent Quarterly Report on Form10-Q.These factors could materially adversely affect our business, financial condition, liquidity, results of 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 Condition and Results of Operations” in this report for additional information that may supplement or update the discussion of the risk factors below and in our 2021 Form10-K and any subsequent Quarterly Reports on Form10-Q. The risks described in our 2021 Form 10-K and in our Quarterly Reports on Form 10-Q are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity, results of operations and capital position. There have been no material changes to the risk factors previously disclosed under “Part I- Item 1- A- Risk Factors” in our 2021 Form 10-K, except for the risks included below which supplement the risk factors described in our 2021 Form 10-K.

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Risk Factors

Complying with economic and trade sanctions programs and anti-money laundering laws and regulations can increase our operational and compliance costs and risks. If we, and our subsidiaries, affiliates or third-party service providers, are found to have failed to comply with applicable economic and trade sanctions programs and anti-money laundering laws and regulations, we could be exposed to fines, sanctions and penalties, and other regulatory actions, as well as governmental investigations.

As a federally regulated financial institution, we must comply with regulations and economic and trade sanctions and embargo programs administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Treasury, as well as anti-money laundering laws and regulations, including those under the Bank Secrecy Act.

Economic and trade sanctions regulations and programs administered by OFAC prohibit U.S.-based entities from entering into or facilitating unlicensed transactions with, for the benefit of, or in some cases involving the property and property interests of, persons, governments or countries designated by the U.S. government under one or more sanctions regimes, and also prohibit transactions that provide a benefit that is received in a country designated under one or more sanctions regimes. We are also subject to a variety of reporting and other requirements under the Bank Secrecy Act, including the requirement to file suspicious activity and currency transaction reports, that are designed to assist in the detection and prevention of money laundering, terrorist financing and other criminal activities. In addition, as a financial institution we are required to, among other things, identify our customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or altogether prohibit certain transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning our customers and their transactions. Failure by the Corporation, its subsidiaries, affiliates or third-party service providers to comply with these laws and regulations could have serious legal and reputational consequences for the Corporation, including the possibility of regulatory enforcement or other legal action, including significant civil and criminal penalties. We can also incur higher costs and face greater compliance risks in structuring and operating our businesses to comply with these requirements. The markets in which we operate heighten these costs and risks.

We have established risk-based policies and procedures designed to assist us and our personnel in complying with these applicable laws and regulations. With respect to OFAC regulations and economic and trade sanction programs, these policies and procedures employ software to screen transactions for evidence of sanctioned-country and person’s involvement. Consistent with a risk-based approach and the difficulties in identifying and where applicable, blocking and rejecting transactions of our customers or our customers’ customers that may involve a sanctioned person, government or country, there can be no assurance that our policies and procedures will prevent us from violating applicable laws and regulations in transactions in which we engage, and such violations could adversely affect our reputation, business, financial condition and results of operations.

From time to time we have identified and voluntarily self-disclosed to OFAC transactions that were not timely identified, blocked or rejected by our policies, controls and procedures for screening transactions that might violate the regulations and economic and trade sanctions programs administered by OFAC. For example, during the second quarter of 2022, BPPR entered into a settlement agreement with OFAC with respect to certain transactions processed on behalf of two employees of the Government of Venezuela, in apparent violation of U.S. sanctions against Venezuela. Popular agreed to pay approximately $256,000 to settle the apparent violations, which had been self-disclosed to OFAC. There can be no assurances that any failure to comply with U.S. sanctions and embargoes, or with anti-money laundering laws and regulations, will not result in material fines, sanctions or other penalties being imposed on us.

Furthermore, if the policies, controls, and procedures of one of the Corporation’s third-party service providers do not prevent it from violating applicable laws and regulations in transactions in which it engages, such violations could adversely affect its ability to provide services to us.

We are subject to a variety of cybersecurity risks that, if realized, may have an adverse effect on our business and results of operations. These cybersecurity risks have been heightened by the increase on our employees’ remote work capabilities, the use of digital channels by our customers as a result of the COVID-19 pandemic and growing economic and geo-political risks.

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Information security risks for large financial institutions such as Popular have increased significantly in recent years in part because of the proliferation of new technologies, such as Internet and mobile banking to conduct instant financial transactions anywhere globally, growing geo-political threats, such as the ongoing Russian conflict in Ukraine, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, hacktivists and other parties. In the ordinary course of business, we rely on electronic communications and information systems to conduct our operations and to transmit and store sensitive data. We employ a layered defensive approach that employs people, processes and technology to manage and maintain cybersecurity controls through a variety of preventative and detective tools that monitor, block, and provide alerts regarding suspicious activity and identify suspected advanced persistent threats. Notwithstanding our defensive measures and the significant resources we devote to protect the security of our systems, there is no assurance that all of our security measures will be effective at all times, especially as the threats from cyber-attacks is continuous and severe. The risk of a security breach due to a cyber attack could increase in the future as we continue to expand our mobile banking and other internet-based product offerings, Popular’s use of the cloud for system development and hosting and internal use of internet-based products and applications.

We continue to detect and identify attacks that are becoming more sophisticated and increasing in volume, as well as attackers that respond rapidly to changes in defensive countermeasures. The most significant cyber-attack risks that we may face are e-fraud, denial-of-service (DDoS), ransomware, computer intrusion and the exploitation of software zero-day vulnerabilities that might result in disruption of services and in the exposure or loss of customer or proprietary data. Loss from e-fraud occurs when cybercriminals compromise our systems or the systems of our customers and extract funds from customer’s credit cards or bank accounts, including through brute force, password spraying and credential stuffing attacks directed at gaining unauthorized access to individual accounts. Denial-of-service attacks intentionally disrupt the ability of legitimate users, including customers and employees, to access networks, websites and online resources. Computer intrusion attempts either direct or through email, text or voice messages, including using brand impersonation (regularly referred to as phishing, vishing and smishing), might result in the compromise of sensitive customer data, such as account numbers, credit cards and social security numbers, and could present significant reputational, legal and regulatory costs to Popular if successful.

We have been the target of phishing, smishing and vishing attacks in the past, targeting both our customers and employees through brand, email, text and voicemail impersonation, that have compromised the email accounts of certain of our customers and employees or have resulted in our customer’s being deceived into revealing their information to attackers. We continually monitor and address those vulnerabilities and continue to enhance our security measures to detect and prevent such incidents, while enhancing employee and customer trainings and awareness campaigns. There can be no assurances, however, that there will not be further compromises of sensitive customer information in the future. Our customer-facing platforms are also routinely attacked by threat actors aiming to gain unauthorized access to our clients’ accounts. Popular has recently implemented certain defensive measures in response to brute force attacks on one of our platforms and, while our investigation of these brute force attacks remains ongoing, we have to date not experienced material losses in connection with these attacks. Cyber-security risks have also been recently exacerbated by the discovery of zero-day vulnerabilities in widely distributed third party software, such as the vulnerability identified in December 2021 in the Apache log4j, which could affect Popular’s or any of its service provider’s systems.

The increased use of remote access and third-party video conferencing solutions during the COVID-19 pandemic, to enable work-from-home arrangements for employees and facilitating the use of digital channels by our customers, has increased our exposure to cyber attacks. In addition, a third party could misappropriate confidential information obtained by intercepting signals or communications from mobile devices used by Popular’s customers or employees. Recent events, including the Russian conflict in Ukraine, have also illustrated increased geo-political factors and the risks related to supply-chain compromises and de-stabilizing activities linked to nation-state sponsored activity as an increasing trend to monitor actively. Risks and exposures related to cyber security attacks are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats, including the rise in the use of cyber-attacks as geopolitical weapons, as well as the expanding use of digital channels for banking, such as mobile banking and other technology-based products and services used by us and our customers. Although we are regularly targeted by unauthorized threat-actor activity, we have not, to date, experienced any material losses as a result of any cyber-attacks.

A successful compromise or circumvention of the security of our systems could have serious negative consequences for us, including significant disruption of our operations and those of our clients, customers and counterparties, misappropriation of confidential information of us or that of our clients, customers, counterparties or employees, or damage to computers or systems used by us or by our clients, customers and counterparties, and could result in violations of applicable privacy and other laws,

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financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure and harm to our reputation, all of which could have a material adverse effect on us. For example, if personal, non-public, confidential or proprietary information in our possession were to be mishandled, misused or stolen, we could suffer significant regulatory consequences, reputational damage and financial loss. The extent of a particular cyber attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed. While such an investigation is ongoing, Popular may not necessarily know the full extent of the harm caused by the cyber attack, and that damage may continue to spread. These factors may inhibit our ability to provide rapid, full and reliable information about the cyber attack to our clients, customers, counterparties and regulators, as well as the public. Furthermore, it may not be clear how best to contain and remediate the potential harm caused by the cyber attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the impact of the incident and thereby the costs and consequences of a cyber attack. For a discussion of the guidance that federal banking regulators have released regarding cybersecurity and cyber risk management standards, see “Regulation and Supervision” in Part I, Item 1 — Business, included in the Form 10-K for the year ended December 31, 2021. Such mishandling or misuse could include, for example, if such information were erroneously provided to parties who are not permitted to have the information, either by fault of our systems, employees, or counterparties, or where such information is intercepted or otherwise inappropriately taken by third parties.

We also rely on third parties for the performance of a significant portion of our information technology functions and the provision of information security, technology and business process services. As a result, a successful compromise or circumvention of the security of the systems of these third-party service providers could have serious negative consequences for us, including misappropriation of confidential information of us or that of our clients, customers, counterparties or employees, or other negative implications identified above with respect to a cyber-attack on our systems, which could have a material adverse effect on us. The most important of these third-party service providers for us is Evertec, and certain risks particular to Evertec are discussed under “Risks Relating to our Relationship with Evertec”. During 2021, we determined that, as a result of the widely reported breach of Accellion, Inc.’s File Transfer Appliance tool, which was being used at the time of such breach by a U.S.-based third-party advisory services vendor of Popular, personal information of certain Popular customers was compromised. As a result, Popular notified, as required or otherwise deemed appropriate, customers identified as affected by the incident. Although we are not aware of fraudulent activity in connection with this incident, Popular’s networks and systems were not impacted, and our third-party service provider agreed to cover external remediation costs associated with the incident. A compromise of the personal information of our customers maintained by third party vendors could result in significant regulatory consequences, reputational damage and financial loss to us. The success of our business depends in part on the continuing ability of these (and other) third parties to perform these functions and services in a timely and satisfactory manner, which performance could be disrupted or otherwise adversely affected due to failures or other information security events originating at the third parties or at the third parties’ suppliers or vendors (so-called “fourth party risk”). We may not be able to effectively monitor or mitigate fourth-party risk, in particular as it relates to the use of common suppliers or vendors by the third parties that perform functions and services for us.

As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our layers of defense or to investigate and remediate any information security vulnerabilities or incidents. System enhancements and updates may also create risks associated with implementing new systems and integrating them with existing ones, including risks associated with supply chain compromises and the software development lifecycle of the systems used by us and our service providers. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our layers of defense can itself create a risk of systems disruptions and security issues. In addition, addressing certain information security vulnerabilities, such as hardware-based vulnerabilities, may affect the performance of our information technology systems. The ability of our hardware and software providers to deliver patches and updates to mitigate vulnerabilities in a timely manner can introduce additional risks, particularly when a vulnerability is being actively exploited by threat actors. Moreover, our ability to timely mitigate vulnerabilities and manage such risks, given the rise in number of required patches and third-party software “zero-day vulnerabilities”, may impact our day-to-day operations, the availability of our systems and delay the deployment of technology enhancements and innovation.

If Popular’s operational systems, or those of external parties on which Popular’s businesses depend, are unable to meet the requirements of our businesses and operations or bank regulatory standards, or if they fail or have other significant shortcomings, Popular could be materially and adversely affected.

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We are dependent on Evertec for certain of our core financial transaction processing and information technology and security services, which exposes us to a number of operational risks that could have a material adverse effect on us.

In connection with the sale of a 51% ownership interest in Evertec in the third quarter of 2010, we entered into a long-term Amended and Restated Master Services Agreement (the “Original MSA”) with Evertec, pursuant to which we agreed to receive from Evertec, on an exclusive basis, certain core banking and financial transaction processing and information technology and security services.

As previously disclosed in our Current Report on Form 8-K filed with the SEC on July 1, 2022, on July 1, 2022 (the “Evertec Closing”) we closed the transactions contemplated by the Asset Purchase Agreement dated February 24, 2022 by and among Evertec, Evertec Group, LLC, BPPR and Popular, pursuant to which we purchased from Evertec certain information technology and related assets used by Evertec to service certain of BPPR’s key channels (the “Acquired Assets”) and assumed certain liabilities relating thereto (the “Evertec Transaction”). On the Evertec Closing, the parties to the Evertec Transaction also amended and restated certain commercial agreements, including the Original MSA (the “Second A&R MSA”), pursuant to which Evertec will continue to provide various necessary financial transaction processing, security and technology services to Popular, BPPR and their respective subsidiaries, which services were previously provided under the Original MSA. The term of the Second A&R MSA will expire on September 30, 2028, a three-year extension of the term of the Original MSA. We also amended and restated the agreement pursuant to which BPPR sponsors Evertec as an independent sales organization with respect to certain credit card associations, which contains certain exclusivity and non-solicitation restrictions with respect to merchant services (the “ISO Agreement”), as well as the agreement pursuant to which BPPR has committed to support the ATH brand and network (the “ATH Agreement”). Although the Evertec Transaction narrowed the scope of services which we are dependent on Evertec to obtain and released us from exclusivity restrictions that limited our ability to engage other third-party providers of financial technology services, we continue to be dependent on Evertec for the provision of essential services to our business, including our core banking business, and there can be no assurances that the quality of the services will be appropriate or that Evertec will be able to continue to provide us with the necessary financial transaction processing, security and technology services. As a result, our relationship with Evertec exposes us to operational, cybersecurity and business risks that could have a material adverse effect on us.

As a result of our agreements with Evertec, we are particularly exposed to the operational risks of Evertec, including those relating to a breakdown or failure of Evertec’s systems or internal controls environment, including as a result of security breaches or attacks, employee error or malfeasance, system breakdowns, vulnerabilities, obsolescence or otherwise. Over the term of the Original MSA, we experienced various interruptions and delays in key services provided by Evertec, as well as cyber breaches, as a result of system breakdowns, misconfigurations and instances of application obsolescence, which has led in the past to exposure of BPPR customer information. There can be no assurances that there will not be further compromises of sensitive customer information in the future because of the aforementioned causes. The continuance or increase in service delays or interruptions, vulnerabilities in Evertec’s information systems, or cyberattacks to, or breaches to the confidentiality of the information that resides in such systems, could harm our business by disrupting our delivery of services, expose us to regulatory, legal and compliance risk and damage our reputation, which could have a material adverse impact on our financial condition and results of operations. Evertec’s inability to timely address evolving cybersecurity threats may further exacerbate these risks. For further information regarding our cybersecurity risks, refer to the “We are subject to a variety of cybersecurity risks that, if realized, could adversely affect how we conduct our business” risk factor. Our ability to recover from Evertec for breach of the Second A&R MSA, including the failure to meet the service levels or comply with other obligations regarding information security provided for therein, may not fully compensate us for the damages we may suffer as a result of such breach.

Popular faces significant and increasing competition in the rapidly evolving financial services industry. Considering our continued dependence on Evertec, if Evertec is unable to meet constant technological changes and react quickly to meet new industry standards, we may be unable to enhance our current services and introduce new products and services in a timely and cost-effective manner, placing us at a competitive disadvantage and significantly affecting our business, financial condition and results of operations.

We operate in a highly competitive environment in which we must evolve and adapt to the significant changes as a result of technological advances. For example, technological advances and the growth of e-commerce have made it possible for non-depository institutions to offer products and services that traditionally were banking products. We compete on the basis of the quality and variety of products and services offered, innovation, price, ease of use, reputation and transaction execution. To compete effectively, we need to constantly enhance and modify our products and services and introduce new products and services to attract

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and retain clients or to match products and services offered by our competitors, including technology companies and other nonbank firms that are engaged in providing similar products and services. Although the Evertec Transaction eliminated certain provisions of the Original MSA that required us to use Evertec exclusively to develop and implement new or enhanced products and services, and is expected to improve Popular’s ability to manage and control the development of the customer channels supported by the Acquired Assets, Popular expects that it will continue to depend on Evertec’s technology services to operate and control current products and services and to implement future products and services, making our success dependent on Evertec’s ability to timely complete and introduce these enhancements and new products and services in a cost-effective manner. Our ability to enhance our customer channels is also dependent on Evertec timely delivering core application programming interfaces (the “Core APIs”) that meet BPPR’s requirements, which Evertec has committed to develop under the Second A&R MSA. The Core APIs are necessary for BPPR to connect future enhancements to the Acquired Assets to existing Evertec core applications.

Some of our competitors rely on financial services technology and outsourcing companies that are much larger than Evertec, serve a greater number of clients than Evertec, and may have better technological capabilities and product offerings than Evertec. Furthermore, financial services technology companies typically make capital investments to develop and modify their product and service offerings to facilitate their customers’ compliance with the extensive and evolving regulatory and industry requirements, and in most cases such costs are borne by the technology provider. Because of our contractual relationship with Evertec, and because Popular is the sole customer of certain of Evertec’s services and products, we have in the past borne the full cost of such developments and modifications and may be required to do so in the future, subject to the terms of the Second A&R MSA.

Moreover, the terms, speed, scalability and functionality of certain of Evertec’s technology services are not competitive when compared to offerings from its competitors. Evertec’s failure to sufficiently invest in and upscale its technology and services infrastructure to meet the rapidly changing technology demands of our industry may result in us being unable to meet customer expectations and attract or retain customers. Any such impact could, in turn, reduce Popular’s revenues, place us in a competitive disadvantage and significantly affect our business, financial condition and results of operations. While the closing of the Evertec Transaction narrowed the scope of services which we are dependent on Evertec to obtain and released us from exclusivity restrictions that limited our ability to engage other third-party providers of financial technology services, it also resulted in extensions of certain existing commercial agreements with Evertec and, as a result, have prolonged the duration of our exposure to the risks presented by Evertec’s technological capabilities and its failures to enhance its products and services and otherwise meet evolving demands.

The transition to new financial services technology providers, and the replacement of services currently provided to us by Evertec, will be lengthy and complex.

Switching from one vendor of core bank processing and related technology and security services to a new vendor is a complex process that carries business and financial risks. The implementation cycle for such a transition can be lengthy and require significant financial and management resources from us. Such a transition can also expose us, and our clients, to increased costs (including conversion costs), business disruption, as well as operational and cybersecurity risks. Upon the transition of all or a portion of existing services provided by Evertec to a new financial services technology provider, either (i) at the end of the term of the Second A&R MSA and related agreements or (ii) earlier upon the termination of any service for convenience under the Second A&R MSA, these transition risks could result in an adverse effect on our business, financial condition and results of operations. Although Evertec has agreed to provide certain transition assistance to us in connection with the termination of the Second A&R MSA, we are ultimately dependent on their ability to provide those services in a responsive and competent manner. Furthermore, we may require transition assistance from Evertec beyond the term of the Second A&R MSA, delaying and lengthening any transition process away from Evertec while increasing related costs.

Under the Second A&R MSA, we are able to terminate services for convenience with 180 day prior notice. We expect to exercise during the term of the Second A&R MSA the right to terminate certain services for convenience and to transition such services to other service providers prior to the expiration of the Second A&R MSA, subject to complying with the revenue minimums contemplated in the Second A&R MSA and certain other conditions. In practice, in order to switch to a new provider for a particular service, we will have to commence procuring and working on a transition process for such service significantly in advance of its termination and, in any case, much earlier than the automatic renewal notice date or the expiration date of the Second A&R MSA, and such process may extend beyond the current term of the Second A&R MSA. Furthermore, if we were unsuccessful or decided not to complete the transition after expending significant funds and management resources, it could also result in an adverse effect on our business, financial condition and results of operations.

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We are subject to additional risks relating to the Evertec Transaction.

There are numerous additional risks and uncertainties associated with the Evertec Transaction, including:

 unforeseen events, including the COVID-19 pandemic, may materially diminish the expected benefits of the Evertec Transaction;

 we will be required to devote significant attention and resources to post closing implementation efforts, which will involve a significant degree of technological complexity and reliance on Evertec and other third parties, including with respect to the set-up of developer tools required to manage the Acquired Assets;

 we may be unable to retain the employees and third-party contractors hired or engaged by us in connection with the Evertec Transaction and who are necessary to operate and integrate the Acquired Assets;

 we may be subject to incremental operational and security risks arising from the transfer of the Acquired Assets to BPPR, including those risks arising from, among other things, the activities required to execute network segmentation, the possibility of misconfiguration of access or security services during the transition period and during the implementation of new processes or security controls, the possibility of mismanagement of security services during the transition phase, and the need to develop a robust internal control framework;

 the anticipated benefits of the Evertec Transaction could be limited if Evertec fails to deliver to BPPR, in a timely manner and in a manner that meets BPPR’s requirements, the Core APIs that Evertec has committed to develop in order for BPPR to connect future enhancements to the Acquired Assets to existing Evertec core applications;

 we may be exposed to heightened business risks as a result of the extension until 2035 of BPPR’s exclusivity with Evertec in connection with its merchant acquiring business, as well as the extension until 2030 of BPPR’s commitment with respect to the ATH Network, in light of the pace of technology changes and competition in the payments industry; and

 Evertec’s strategy and investments after the closing of the Evertec Transaction may be refocused away from Popular towards other strategic initiatives.

Any of the foregoing risks and uncertainties could have a material adverse effect on our earnings, cash flows, financial condition, and/or stock price.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Corporation did not have any unregistered sales of equity securities during the quarter ended September 30, 2022.

Issuer Purchases of Equity Securities

The following table sets forth the details of purchases of Common Stock by the Corporation during the quarter ended September 30, 2022:

Issuer Purchases of Equity Securities
Not in thousands
Period	Total Number of Shares Purchased [1]	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [2]	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs [3]
July 1 - July 31	1,585,558	$	76.02	1,582,922	$100,000,000
August 1 - August 31	2,339,565		79.00	2,339,241	231,000,000
September 1 - September 30	-		-	-	-
Total	3,925,123	$	77.79	3,922,163	331,000,000
[1] Includes 2,636 and 324 shares of the Corporation’s common stock acquired by the Corporation during July 2022 and August 2022, respectively, in connection with the satisfaction of tax withholding obligations on vested awards of restricted 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.
[2] As part of its capital plan, in January 2022, the Corporation announced plans to repurchase $500 million in shares (the “$500 Million Share Repurchase Program”). On February 28, 2022, the Corporation entered into an accelerated share repurchase transaction of $400 million with respect to its common stock, which was completed on July 12, 2022. Upon the final settlement, the Corporation received 1,582,922 shares of common stock.
On August 24, 2022, the Corporation entered into an accelerated share repurchase program for the repurchase of an aggregate of $231 million of Popular’s common stock (the “$231 Million ASR”). As part of this transaction, on August 26, 2022, the Corporation received an initial share delivery of 2,339,241 shares of common stock. The final settlement of the ASR is expected to occur no later than the fourth quarter of 2022. Refer to Note 18 to the Consolidated Financial Statements for additional information.

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[3] During the month of July 2022, $100 million remained available for repurchase under the $500 Million Share Repurchase Program. See note (2) above.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Index

Exhibit No	Exhibit Description
22.1	Issuers of Guaranteed Securities (Incorporated by reference to Exhibit 22.1 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.)
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⁾
101. INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline Document.
101.SCH	Inline Taxonomy Extension Schema Document⁽¹⁾
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document⁽¹⁾
101.DEF	Inline XBRL Taxonomy Extension Definitions Linkbase Document⁽¹⁾
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document⁽¹⁾
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document⁽¹⁾
104	The cover page of Popular, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL (included within the Exhibit 101 attachments)⁽¹⁾

(1) Included herewith

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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.

	POPULAR, INC.
	(Registrant)

Date: November 9, 2022	By: /s/ Carlos J. Vázquez
	Carlos J. Vázquez
	Executive Vice President &
	Chief Financial Officer

Date: November 9, 2022	By: /s/ Jorge J. García
	Jorge J. García
	Senior Vice President & Corporate Comptroller

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