Companies: 10,793     total market cap: $134.237 T
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Popular, Inc. (Banco Popular de Puerto Rico)
BPOP
#2110
Rank
$8.90 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$136.81
Share price
0.27%
Change (1 day)
66.96%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. Popular, Inc. (Banco Popular de Puerto Rico)
  2. Annual Reports (10-K)
  3. Financial Year 2021

Popular, Inc. (Banco Popular de Puerto Rico) - 10-K annual report 2021


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2021

Or

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

Commission File Number: 001-34084

POPULAR, INC.

Incorporated in the Commonwealth of Puerto Rico

IRS Employer Identification No. 66-0667416

 

Principal Executive Offices

209 Muñoz Rivera Avenue

Hato Rey, Puerto Rico 00918

Telephone Number: (787) 765-9800

 

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

 

 

 

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No ☐.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No X.

 

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. Yes X 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). Yes X No ☐.

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐No X

 

As of June 30, 2021, the aggregate market value of the Common Stock held by non-affiliates of Popular, Inc. was approximately $5.9 billion based upon the reported closing price of $75.05 on the NASDAQ Global Select Market on that date.

 

As of February 24, 2022, there were 79,917,972 shares of Popular, Inc.’s Common Stock outstanding.

 

1

 

DOCUMENTS INCORPORATED BY REFERENCE

 

 

(1) Portions of Popular, Inc.’s definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Popular, Inc. (the “Proxy Statement”) are incorporated herein by reference in response to Items 10 through 14 of Part III. The Proxy Statement will be filed with the Securities and Exchange Commission (the “SEC”) on or about March 30, 2022.

 

2

 

Forward-Looking Statements

This Form 10-K 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 pending debt restructuring proceedings under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) and of other actions taken or to be taken to address Puerto 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 the rate of expenditure of such funds, as well as the timeline and implementation of the Plan of Adjustment for the Puerto Rico debt restructuring under Title III of PROMESA;

 

risks related to Popular’s planned acquisition of certain information technology and related assets currently used by EVERTEC, Inc. to service certain of Banco Popular de Puerto Rico’s key channels, as well as the planned entry into amended and restated commercial agreements and the sale or conversion into non-voting of Popular’s ownership stake in Evertec (the “Transaction”), including: the length of time necessary to consummate the Transaction; the ability to satisfy the conditions to the closing thereof; the receipt of any regulatory approvals necessary to effect the Transaction and the contemplated return to shareholders of net gains resulting from a sale of EVERTEC, Inc. shares; the 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.; risks that Popular may be affected by operational 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., as well as the sale or conversion of EVERTEC, Inc. shares owned by Popular;

 

3

 

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;

 

changes in interest rates and market liquidity, which may reduce interest margins, impact funding sources and affect our ability to originate and distribute financial products in the primary and secondary markets;

 

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, enforcement actions and reputational damage resulting from pending or future litigation and regulatory or government investigations or 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.

4

 

Moreover, the outcome of legal and regulatory proceedings, as discussed in “Part I, Item 3. 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 “Part I, Item 1A” of this Form 10-K for a discussion of certain risks and uncertainties to which the Corporation is subject.

 

All forward-looking statements included in this Form 10-K are based upon information available to Popular as of the date of this Form 10- K, and other than as required by law, including the requirements of applicable securities laws, we assume no obligation to update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

5

 

TABLE OF CONTENTS

PART I

 

Page

Item 1

Business

7

Item 1A

Risk Factors

21

Item 1B

Unresolved Staff Comments

39

Item 2

Properties

39

Item 3

Legal Proceedings

40

Item 4

Mine Safety Disclosures

40

 

 

 

PART II

 

 

Item 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

40

Item 6

[Reserved]

43

Item 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

43

Item 7A

Quantitative and Qualitative Disclosures About Market Risk

43

Item 8

Financial Statements and Supplementary Data

44

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

44

Item 9A

Controls and Procedures

44

Item 9B

Other Information

44

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

44

 

 

 

PART III

 

 

Item 10

Directors, Executive Officers and Corporate Governance

44

Item 11

Executive Compensation

45

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

45

Item 13

Certain Relationships and Related Transactions, and Director Independence

45

Item 14

Principal Accountant Fees and Services

45

 

 

 

PART IV

 

 

Item 15

Exhibits and Financial Statement Schedules

45

Item 16

Form 10-K Summary

46

6

 

PART I POPULAR, INC.

ITEM 1. BUSINESS

General

Popular is a diversified, publicly-owned financial holding company, registered under the Bank Holding Company Act of 1956, as amended (the “BHC Act”) and subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). Popular was incorporated in 1984 under the laws of the Commonwealth of Puerto Rico and is the largest financial institution based in Puerto Rico, with consolidated assets of $75.1 billion, total deposits of $67.0 billion and stockholders’ equity of $6.0 billion at December 31, 2021. At December 31, 2021, we ranked among the 50 largest U.S. bank holding companies based on total assets according to information gathered and disclosed by the Federal Reserve Board.

We operate in two principal markets:

Puerto Rico: We provide retail, mortgage and commercial banking services through our principal banking subsidiary, Banco Popular de Puerto Rico (“Banco Popular” or “BPPR”), as well as auto and equipment leasing and financing, investment banking, broker-dealer and insurance services through specialized subsidiaries. BPPR’s deposits are insured under the Deposit Insurance Fund (“DIF”) of the Federal Deposit Insurance Corporation (“FDIC”). The banking operations of BPPR are primarily based in Puerto Rico, where BPPR has the largest retail banking franchise.

 

Mainland United States: We provide retail, mortgage and commercial banking services through our New York-chartered banking subsidiary, Popular Bank (“PB” or “Popular U.S.”), which has branches in New York, New Jersey and Florida; as well as commercial direct financing leases through a specialized subsidiary, Popular Equipment Finance LLC in Minnesota. PB’s deposits are insured under the DIF of the FDIC.

 

BPPR also conducts banking operations in the U.S. Virgin Islands, the British Virgin Islands and New York. In addition to BPPR’s commercial banking operations in New York, BPPR offers financial products on a National scale in the U.S. market, including by operating an online platform used to originate personal loans under the E-Loan brand, issuing several co-branded credit cards offerings and gathering insured institutional deposits via online deposit gathering platforms. In the U.S. and British Virgin Islands, BPPR offers a range of banking products, including loans and deposits to both retail and commercial customers.

 

For further information about the Corporation’s results segregated by its reportable segments, see “Reportable Segment Results” in the Management’s Discussion and Analysis section of the Annual Report and Note 37 included in the Annual Report in this Form 10-K.

 

Refer to the Overview section of Management’s Discussion and Analysis, in the Annual Report in this Form 10-K., for information on recent significant events that have impacted or will impact our current and future operations.

 

Lending Activities

 

We concentrate our lending activities in the following areas:

 

(1) Commercial. Commercial loans are comprised of (i) commercial and industrial (C&I) loans and leases to commercial customers for use in normal business operations and to finance working capital needs, equipment purchases or other projects, and (ii) commercial real estate (CRE) loans (excluding construction loans) for income-producing real estate properties as well as owner-occupied properties. C&I loans are underwritten individually and usually secured with the assets of the company and the personal guarantee of the business owners. CRE loans consist of loans for income-producing real estate properties and the financing of owner-occupied facilities if there is real estate as collateral. Non-owner-occupied CRE loans are generally made to finance office and industrial buildings, healthcare facilities, multifamily buildings and retail shopping centers and are repaid through cash flows related to the operation, sale or refinancing of the property.

 

7

 

(2) Mortgage. Mortgage loans include residential mortgage loans to consumers for the purchase or refinancing of a residence and also include residential construction loans made to individuals for the construction of refurbishment of their residence.

 

(3) Consumer. Consumer loans are mainly comprised of personal loans, credit cards, and automobile loans, and to a lesser extent home equity lines of credit (“HELOCs”) and other loans made by banks to individual borrowers.

 

(4) Construction. Construction loans are CRE loans to companies or developers used for the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of the property. Our construction loan portfolio primarily consists of retail, residential (land and condominiums), office and warehouse product types.

 

(5) Lease Financings. Lease financings are offered by BPPR and are primarily comprised of automobile loans/leases made through automotive dealerships and equipment lease financings.

 

Business Concentration

 

Since our business activities are currently concentrated primarily in Puerto Rico, our 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 our operations in Puerto Rico exposes us to greater risk than other banking companies with a wider geographic base. Our asset and revenue composition by geographical area is presented in “Financial Information about Geographic Areas” below and in Note 37 in the Annual Report in this Form 10-K.

 

Our loan portfolio is diversified by loan category. However, approximately 57% of our loan portfolio at December 31, 2021 consisted of real estate-related loans, including residential mortgage loans, construction loans and commercial loans secured by commercial real estate. The table below presents the distribution of our loan portfolio by loan category at December 31, 2021.

 

Loan category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

BPPR

%

 

PB

%

 

POPULAR

%

C&I

$3,529

17

 

$1,811

22

 

$5,340

18

CRE

3,868

18

 

4,526

54

 

8,394

29

Construction

87

-

 

629

7

 

716

2

Leasing

1,381

7

 

-

-

 

1,381

5

Consumer

5,748

28

 

235

3

 

5,983

21

Mortgage

6,252

30

 

1,175

14

 

7,427

25

Total

$20,865

100

 

$8,376

100

 

$29,241

100

 

Except for the Corporation’s exposure to the Puerto Rico Government sector, no individual or single group of related accounts is considered material in relation to our total assets or deposits, or in relation to our overall business. For a discussion of our loan portfolio and our exposure to the Government of Puerto Rico, see “Financial Condition – Loans” and “Credit Risk – Geographical and Government Risk” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report in this Form 10-K.

 

Credit Administration and Credit Policies

 

Interest from our loan portfolios is our principal source of revenue. Whenever we make loans, we expose ourselves to credit risk. Credit risk is controlled and monitored through active asset quality management, including the use of lending standards, thorough review of potential borrowers and active asset quality administration.

 

Business activities that expose us to credit risk are managed within the Board of Director’s Risk Management policy, and the Credit Risk Tolerance Limits policy, which establishes limits that consider factors such as maintaining a prudent balance of risk-taking across diversified risk types and business units, compliance with regulatory guidance, controlling the exposure to lower credit quality assets, and limiting growth in, and overall exposure to, any product or risk segment where we do not have sufficient experience and a proven ability to predict credit losses.

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We maintain comprehensive credit policies for all lines of business in order to mitigate credit risk. Our credit policies are approved by our Board of Directors. These policies set forth, among other things, the objectives, scope and responsibilities of the credit management cycle. Our internal written procedures establish underwriting standards and procedures for monitoring and evaluating loan portfolio quality and require prompt identification and quantification of asset quality deterioration or potential loss to ensure the adequacy of the allowance for credit losses. These written procedures establish various approval and lending limit levels, ranging from bank branch or department officers to managerial and senior management levels. Approval levels are primarily determined by the amount, type of loan and risk characteristics of the credit facility.

 

Our credit policies and procedures establish documentation requirements for each loan and related collateral type, when applicable, during the underwriting, closing and monitoring phases. For commercial and construction loans, during the initial loan underwriting process, the credit policies require, at a minimum, historical financial statements or tax returns of the borrower and any guarantor, an analysis of financial information contained in a credit approval package, a risk rating determination and reports from credit agencies and appraisals for real estate-related loans. The credit policies also set forth the required closing documentation depending on the loan and the collateral type.

 

Although we originate most of our loans internally in both the Puerto Rico and mainland United States markets, we occasionally purchase or participate in loans originated by other financial institutions. When we purchase or participate in loans originated by others, we conduct the same underwriting analysis of the borrowers and apply the same criteria as we do for loans originated by us. This also includes a review of the applicable legal documentation.

 

Refer to the Credit Risk section of Management’s Discussion and Analysis, in the Annual Report in this Form 10-K for information related to management committees and divisions with responsibilities for establishing policies and monitoring the Corporation’s credit risk.

 

Loan extensions, renewals and restructurings

 

Loans with satisfactory credit profiles can be extended, renewed or restructured. Many commercial loan facilities are structured as lines of credit, which are mainly one year in term and therefore are required to be renewed annually. Other facilities may be restructured or extended from time to time based upon changes in the borrower’s business needs, use of funds, timing of completion of projects and other factors. If the borrower is not deemed to have financial difficulties, extensions, renewals and restructurings are done in the normal course of business and are not considered concessions, and the loans continue to be recorded as performing.

 

We evaluate various factors to determine if a borrower is experiencing financial difficulties. Indicators that the borrower is experiencing financial difficulties include, for example: (i) the borrower is currently in default on any of its debt or it is probable that the borrower would be in payment default on any of its debt in the foreseeable future without the modification; (ii) the borrower has declared or is in the process of declaring bankruptcy; (iii) there is significant doubt as to whether the borrower will continue to be a going concern; (iv) currently, the borrower has securities that have been delisted, are in the process of being delisted, or are under threat of being delisted from an exchange; and (v) based on estimates and projections that only encompass the current business capabilities, the borrower forecasts that its entity-specific cash flows will be insufficient to service the debt (both interest and principal) in accordance with the contractual terms of the existing agreement through maturity; and absent the current modification, the borrower cannot obtain funds from sources other than the existing creditors at an effective interest rate equal to the current market interest rate for similar debt for a non-troubled debtor.

 

We have specialized workout officers who handle the majority of commercial loans that are past due 90 days and over, borrowers experiencing financial difficulties, and those that are considered problem loans based on their risk profile. As a general policy, we do not advance additional money to borrowers that are 90 days past due or over. In commercial and construction loans, certain exceptions may be approved under certain circumstances, including (i) when past due status is administrative in nature, such as expiration of a loan facility before the new documentation is executed, and not as a result of payment or credit issues; (ii) to improve our collateral position or otherwise maximize recovery or mitigate potential future losses; and (iii) with respect to certain entities that, although related through common ownership, are not cross defaulted nor cross-collateralized and are performing satisfactorily under their respective loan facilities.

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Such advances are underwritten and approved following our credit policy guidelines and limits, which are dependent on the borrower’s financial condition, collateral and guarantee, among others.

 

In addition to the legal lending limit established under applicable state banking law, discussed in detail below, business activities that expose the Corporation to credit risk should be managed within guidelines described in the Credit Risk Tolerance Limits policy. Limits are defined for loss and credit performance metrics, portfolio composition and concentration, and industry and name-level, which monitors lending concentration to a single borrower or a group of related borrowers, including specific lending limits based on industry or other criteria, such as a percentage of the banks’ capital.

 

Refer to Note 2 and Note 9 to the Consolidated Financial Statements, in the Annual Report in this Form 10-K, for additional information on troubled debt restructuring (“TDRs”).

 

Competition

 

The financial services industry in which we operate is highly competitive. In Puerto Rico, our primary market, the banking business is highly competitive with respect to originating loans, acquiring deposits and providing other banking services. Most of our direct competition for our products and services comes from commercial banks and credit unions. The principal competitors for BPPR include locally based commercial banks and a few large U.S. and foreign banks with operations in Puerto Rico. While the number of banking competitors in Puerto Rico has been reduced in recent years as a result of consolidations, these transactions have allowed some of our competitors to gain greater resources, such as a broader range of products and services.

 

We also compete with specialized players in the local financial industry that are not subject to the same regulatory restrictions as domestic banks and bank holding companies. Those competitors include brokerage firms, mortgage companies, insurance companies, automobile and equipment finance companies, local and federal credit unions (locally known as “cooperativas”), credit card companies, consumer finance companies, institutional lenders and other financial and non-financial institutions and entities. Credit unions generally provide basic consumer financial services. These competitors collectively represent a significant portion of the market and have lower cost structure and fewer regulatory constraints.

 

In the United States we continue to face substantial competitive pressure as our footprint resides in the two large, metropolitan markets of New York City / Northern New Jersey and the greater Miami area. There is a large number of community and regional banks along with national banking institutions present in both markets, many of which have a larger amount of resources than us.

 

In both Puerto Rico and the United States, the primary factors in competing for business include pricing, convenience of branch locations and other delivery methods, range of products offered, and the level of service delivered. We must compete effectively along all these parameters to be successful. We may experience pricing pressure as some of our competitors seek to increase market share by reducing prices or offering more flexible terms. Competition is particularly acute in the market for deposits, where pricing is very aggressive. Increased competition could require that we increase the rates offered on deposits or lower the rates charged on loans, which could adversely affect our profitability.

 

Economic factors, along with legislative and technological changes, will have an ongoing impact on the competitive environment within the financial services industry. We work to anticipate and adapt to dynamic competitive conditions whether it may be developing and marketing innovative products and services, adopting or developing new technologies that differentiate our products and services, cross-marketing, or providing personalized banking services. We strive to distinguish ourselves from other community banks and financial services providers in our marketplace by providing a high level of service to enhance customer loyalty and to attract and retain business. However, we can provide no assurance as to the effectiveness of these efforts on our future business or results of operations, and as to our continued ability to anticipate and adapt to changing conditions, and to sufficiently improve our services and/or banking products, in order to successfully compete in our primary service areas.

 

Human Capital Management

 

Attracting, developing, and retaining top talent in an environment that promotes wellness, inclusion, learning, and transparency is a

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fundamental pillar of our long-term strategy. As of December 31, 2021, Popular employed approximately 8,500 employees, none of which are represented by a collective bargaining group.

 

Employee Well-Being & Safety

 

We are cognizant that our journey to become a better organization is dependent on our employees’ wellbeing. It is the foundation of our ability to fulfill our commitment to support our customers and the communities we serve. The Corporation offers its employees a comprehensive benefits package, including, but not limited to, health insurance, leaves and wellness initiatives. Our full and part-time employees have access to affordable healthcare with Popular covering 88% of the premium in Puerto Rico and the Virgin Islands, and 80% of the premium in the mainland United States. In both regions, the amount Popular covers is better than the benchmark. Additionally, the Corporation promotes employee health by encouraging annual physical exams and maintaining a Health and Wellness Center staffed with doctors, nurses, and other healthcare professionals at its Puerto Rico-based corporate offices, where employees can complete their physical exam, come in for acute care or visit a nutritionist or psychologist free of charge. The Health and Wellness Center received more than 13,164 in-person and virtual visits from employees during 2021, a key component to effectively manage the challenges provoked by the pandemic.

 

We also provide targeted benefits aimed at promoting work-life balance. For example, the Corporation’s time off program includes community service leave, paid parental leave (including for childbirth, adoption, and bonding time) and flexible work arrangements. In addition, in response to the COVID-19 pandemic, a Hybrid Work Model pilot was launched in 2021 for which 45% of the Corporation’s positions are eligible. To support our employees’ emotional well-being during the pandemic, we continued enhancing our Well-Being Academy by adapting our Employee Assistance Program to offer virtual mental health conversations geared at managing work and life challenges. In addition, the Corporation offers physical fitness events and breaks, as well as employee workshops on personal financial management.

 

To provide for the safety of our colleagues, we have continuously monitored COVID-19 infections among our employee population throughout the pandemic. Popular’s effective implementation of its established COVID-19 protocols has contributed to the health and safety of our customers, employees, and their families. Vaccination clinics were also hosted during 2021 to help our employees and their families receive the first and second dose of the COVID-19 vaccine. Approximately 2,900 employees and 1,220 dependents benefited from these efforts. Supported by our vaccination mandate, Popular reached a vaccination rate among its employees of 96.7% as of December 31, 2021.

 

Talent Development

 

Popular seeks to develop the skills of its employees and leaders to sustain the Corporation’s competitive advantage. Employees are subject to mandatory trainings in connection with regulatory compliance matters and other key topics throughout the year. Our 40,000 square foot Development Center in San Juan, Puerto Rico offers training sessions, activities, and workshops year-round. In 2021, the Corporation remained offering virtual training sessions after effectively transitioning most offerings provided in the Development Center to a virtual setting to continue impacting employee growth despite the pandemic. More than 215 sessions were delivered, with 5,204 participating employees. Popular also launched LinkedIn Learning, which features over 16,000 on-demand e-learning programs to strengthen and advance the Corporation’s development strategies for all its employees. The Corporation is proud to have received the Brandon Hall Group’s 2021 Excellence Award in Technology for its Targeted English Program. This program helps employees whose first language is Spanish to strengthen their English language skills and feel confident speaking, reading, and writing in business or personal settings. Popular’s strong training and development framework has contributed to increased internal growth opportunities for our employees. As a result, 44% of employees had mobility opportunities in 2021.

 

Recognizing that leadership development is crucial to driving results, keeping employees engaged, and achieving the Corporation’s strategic goals, Popular has implemented programs aimed at strengthening and developing leadership skills and effective talent management. For example, during 2021 our leaders received virtual readiness trainings to help them support their teams to adapt to new working environments and ways of working resulting from the effects of the COVID-19 pandemic. As part of the Corporation’s Executive Leadership Development strategy, readiness courses were offered to employees in topics such as change management, conscious inclusion, leading hybrid teams, and better conversations focused on the return to office scenarios.

 

Diversity, Equity, and Inclusion

 

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At Popular, we value our differences and strive to improve the workplace experience for all. As of December 31, 2021, 66% of the Corporation’s employees were female, while 34% were male. Women accounted for 63% of first and mid-level management and 30% of executive-level management as of such date. The Corporation also maintains a multidisciplinary council, headed by our Corporate Diversity Officer, which helps develop and implement initiatives to support the Corporation’s Diversity, Equity, and Inclusion (DE&I) Policy and strategy. The Corporation’s DE&I strategy seeks to broaden the inclusion, employment advancement and development of minorities and women in the workplace, as well as the utilization of suppliers owned, controlled, or operated by minorities and/or women. In addition, this strategy seeks to prepare the Corporation’s employees to recognize and value the differences of those we serve.

 

During 2021, Popular was honored to be included in the 2022 Bloomberg Gender Equality Index (GEI). Popular was also listed as one of the 15 best workplaces for women in the Caribbean and Central America by Great Place to Work® in 2021.

 

Popular is an organization committed to fair pay and conducts analyses on an annual basis with related pay adjustment strategies to address gender gaps. As a result, our gender pay gap continues to narrow and is now lower than the nationwide median, according to data from the US Census Bureau.

 

The Corporation has also expressed public support of movements advocating for equality such as Pride Month. In 2021, Popular established its first Employee Resource Group for our LGBT+ employees to better serve the interests of the community and create awareness and engagement among employees. Popular also introduced the Gender and Domestic Violence Policy which grants a paid 15-day leave for victims of gender violence, domestic violence, stalking and/or sexual harassment.

 

Employee Experience

 

Popular aims to provide an excellent employee experience that inspires its employees to provide customers and communities with the best service. To understand its employees’ experience, the Corporation conducts anonymous pulse and engagement surveys (including the Great Place to Work survey) as well as exit interviews to identify areas of opportunity and set and monitor action plans. In 2021, Popular was listed as one of the top 15 best workplaces in the Caribbean by Great Place to Work®. We seek to continuously measure and improve the employee experience with aims to increase employee productivity while contributing to enhance customer satisfaction and improve business results.

 

The Corporation launched an interactive dashboard that encompasses data surrounding different people-related topics to support the people strategy, data-driven decision-making and environmental, social and governance (“ESG”) monitoring. The dashboard provides senior management with visibility of people metrics. As of year-end 2021, our voluntary turnover rate was 11%.

 

Board Oversight

 

The Talent and Compensation Committee of the Corporation’s Board of Directors has oversight responsibility for the Corporation’s human capital management. As part of its responsibilities, the Talent and Compensation Committee reviews and advises management on the Corporation’s general compensation philosophy, programs, and policies, and on the Corporation’s talent development, succession planning, culture, diversity, equity (including pay equity) and inclusion, among other human capital topics.

 

We encourage you to review our Corporate Sustainability information published on www.popular.com for more detailed information regarding the Corporation’s human capital management programs and initiatives. The information on the Corporation’s website, including the Corporation’s Corporate Sustainability Reports, is not, and will not be deemed to be, a part of this annual report on Form 10-K or incorporated into any of the Corporation’s filings with the SEC.

 

Regulation and Supervision

 

Described below are the material elements of selected laws and regulations applicable to Popular, Popular North America (“PNA”) and their respective subsidiaries. Such laws and regulations are continually under review by Congress and state legislatures and federal and state regulatory agencies. Any change in the laws and regulations applicable to Popular and its subsidiaries could have a material effect on the business of Popular and its subsidiaries. We will continue to assess our businesses

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and risk management and compliance practices to conform to developments in the regulatory environment.

General

Popular and PNA are bank holding companies subject to consolidated supervision and regulation by the Federal Reserve Board under the BHC Act. BPPR and PB are subject to supervision and examination by applicable federal and state banking agencies including, in the case of BPPR, the Federal Reserve Board and the Office of the Commissioner of Financial Institutions of Puerto Rico (the “Office of the Commissioner”), and, in the case of PB, the Federal Reserve Board and the New York State Department of Financial Services (the “NYSDFS”).

Enhanced Prudential Standards

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), as modified by the Economic Growth, Regulatory Relief, and Consumer Protection Act and the federal banking regulators’ 2019 “Tailoring Rules,” banking organizations are categorized based on status as a U.S. G-SIB, size and four other risk-based indicators. Among bank holding companies with $100 billion or more in total consolidated assets, the most stringent standards apply to U.S. G-SIBs, which are subject to Category I standards and the least stringent standards apply to Category IV organizations, which have between $100 billion and $250 billion in total consolidated assets and less than $75 billion in all four other risk-based indicators and which are also not U.S. G-SIBs. Bank holding companies with total consolidated assets of $50 billion or more are subject to risk committee and risk management requirements. As of December 31, 2021, Popular had total consolidated assets of $75.1 billion.

Transactions with Affiliates

BPPR and PB are subject to restrictions that limit the amount of extensions of credit and certain other “covered transactions” (as defined in Section 23A of the Federal Reserve Act) between BPPR or PB, on the one hand, and Popular, PNA or any of our other non-banking subsidiaries, on the other, and that impose collateralization requirements on such credit extensions. A bank may not engage in any covered transaction if the aggregate amount of the bank’s covered transactions with that affiliate would exceed 10% of the bank’s capital stock and surplus or the aggregate amount of the bank’s covered transactions with all affiliates would exceed 20% of the bank’s capital stock and surplus. In addition, any transaction between BPPR or PB, on the one hand, and Popular, PNA or any of our other non-banking subsidiaries, on the other, is required to be carried out on an arm’s length basis.

 

Source of Financial Strength

The Dodd-Frank Act requires bank holding companies, such as Popular and PNA, to act as a source of financial and managerial strength to their subsidiary banks. Popular and PNA are expected to commit resources to support their subsidiary banks, including at times when Popular and PNA may not be in a financial position to provide such resources. Any capital loans by a bank holding company to any of its subsidiary depository institutions are subordinated in right of payment to depositors and to certain other indebtedness of such subsidiary depository institution. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal banking agency to maintain the capital of a subsidiary depository institution will be assumed by the bankruptcy trustee and entitled to a priority of payment. BPPR and PB are currently the only insured depository institution subsidiaries of Popular and PNA.

Resolution Planning

A bank holding company with $250 billion or more in total consolidated assets (or that is a Category III firm based on certain risk-based indicators described in the Tailoring Rules) is required to report periodically to the FDIC and the Federal Reserve Board such company’s plan for its rapid and orderly resolution in the event of material financial distress or failure. In addition, insured depository institutions with total assets of $50 billion or more are required to submit to the FDIC periodic contingency plans for resolution in the event of the institution’s failure. In June 2021, the FDIC issued a Statement on Resolution Plans for Insured Depository Institutions, which, among other things, establishes a three-year filing cycle for banks with $100 billion or more in total assets and provides details regarding the content that filers will be expected to prepare.

As of December 31, 2021, Popular, PNA, BPPR and PB’s total assets were below the thresholds for applicability of these rules.

FDIC Insurance

Substantially all the deposits of BPPR and PB are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC, and BPPR and PB are subject to FDIC deposit insurance assessments to maintain the DIF. Deposit insurance assessments are based on the average consolidated total assets of the insured depository institution minus the average tangible equity of the institution during the assessment period. For larger depository institutions with over $10 billion in assets, such as BPPR

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and PB, the FDIC uses a “scorecard” methodology, which considers CAMELS ratings, among other measures, that seeks to capture both the probability that an individual large institution will fail and the magnitude of the impact on the DIF if such a failure occurs. The FDIC has the ability to make discretionary adjustments to the total score based upon significant risk factors that are not adequately captured in the calculations. The initial base deposit insurance assessment rate for larger depository institutions ranges from 3 to 30 basis points on an annualized basis. After the effect of potential base-rate adjustments, the total base assessment rate could range from 1.5 to 40 basis points on an annualized basis.

 

As of December 31, 2021, we had a DIF average total asset less average tangible equity assessment base of approximately $69 billion.

 

Brokered Deposits

The FDIA and regulations adopted thereunder restrict the use of brokered deposits and the rate of interest payable on deposits for institutions that are less than well capitalized. There are no such restrictions on a bank that is well capitalized (see “Prompt Corrective Action” below for a description of the standard of “well capitalized”). Popular does not believe the brokered deposits regulations, and the proposed amendments, have had or will have a material effect on the funding or liquidity of BPPR and PB.

Capital Adequacy

Popular, Popular, BPPR and PB are each required to comply with applicable capital adequacy standards established by the federal banking agencies (the “Capital Rules”), which implement the Basel III framework set forth by Basel Committee on Banking Supervision (the “Basel Committee”) as well as certain provisions of the Dodd-Frank Act.

 

Among other matters, the Capital Rules: (i) impose a capital measure called “Common Equity Tier 1” (“CET1”) and the related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; and (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital. Under the Capital Rules, for most banking organizations, including Popular, the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allocation for loan and lease losses, in each case, subject to the Capital Rules’ specific requirements.

 

Pursuant to the Capital Rules, the minimum capital ratios are:

4.5% CET1 to risk-weighted assets;

6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;

8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and

4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

 

The Capital Rules also impose a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall and eligible retained income (that is, four quarter trailing net income, net of distributions and tax effects not reflected in net income). Thus, Popular, BPPR and PB are required to maintain such additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.

In addition, under prior risk-based capital rules, the effects of accumulated other comprehensive income or loss (“AOCI”) items included in stockholders’ equity (for example, marks-to-market of securities held in the available for sale portfolio) under U.S. GAAP were reversed for the purposes of determining regulatory capital ratios. Pursuant to the Basel III Capital Rules, the effects of certain AOCI items are not excluded; however, non-advanced approaches banking organizations, including Popular, BPPR and PB, may make a one-time permanent election to continue to exclude these items. Popular, BPPR and PB have made this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of their securities portfolios.

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The Capital Rules preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’ Tier 1 capital. Trust preferred securities no longer included in Popular’s Tier 1 capital may nonetheless be included as a component of Tier 2 capital. Popular has not issued any trust preferred securities since May 19, 2010. At December 31, 2021, Popular has $193 million of trust preferred securities outstanding which no longer qualify for Tier 1 capital treatment, but instead qualify for Tier 2 capital treatment.

The Capital Rules also provide for a number of deductions from and adjustments to CET1. Non-advanced approaches banking organizations are subject to rules that provide for simplified capital requirements relating to the threshold deductions for certain mortgage servicing assets, deferred tax assets, investments in the capital of unconsolidated financial institutions and inclusion of minority interests in regulatory capital.

Failure to meet capital guidelines could subject Popular and its depository institution subsidiaries to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC and to certain restrictions on our business. Refer to “Prompt Corrective Action” below for further discussion.

In December 2017, the Basel Committee published standards that it described as the finalization of the Basel III post-crisis regulatory reforms. Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provide a new standardized approach for operational risk capital. These standards will generally be effective on January 1, 2023, with an aggregate output floor phasing in through January 1, 2028. Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to advanced approaches institutions, and not to Popular, BPPR and PB. The impact of these standards on us will depend on the manner in which they are implemented by the federal bank regulators.

In December 2018, the federal banking agencies approved a final rule modifying their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of the Current Expected Credit Loss (“CECL”) model of ASU 2016-13. The final rule also revised the agencies’ other rules to reflect the update to the accounting standards. Popular has availed itself of the option to phase in over a period of three years the day one effects on regulatory capital from the adoption of CECL. In 2020, federal bank regulators adopted a rule that allowed banking organizations to elect to delay temporarily the estimated effects of adopting the current expected credit losses accounting standard (“CECL”) on regulatory capital until January 2022 and subsequently to phase in the effects through January 2025. Under the rule, during 2020 and 2021, the adjustment to CET1 capital reflects the change in retained earnings upon adoption of CECL at January 1, 2020, plus 25% of the increase in the allowance for credit losses since January 1, 2020.

Refer to the Consolidated Financial Statements in the Annual Report in this Form 10-K., Note 21 and Table 8 of Management’s Discussion and Analysis for the capital ratios of Popular, BPPR and PB under Basel III. Refer to the Consolidated Financial Statements in the Annual Report in this Form 10-K Note 3 for more information regarding CECL.

 

Prompt Corrective Action

The Federal Deposit Insurance Act (the “FDIA”) requires, among other things, the federal banking agencies to take prompt corrective action in respect of insured depository institutions that do not meet minimum capital requirements. The FDIA establishes five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors.

An insured depository institution will be deemed to be (i) “well capitalized” if the institution has a total risk-based capital ratio of 10.0% or greater, a CET1 capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, and a leverage ratio of 5.0% or greater, and is not subject to any order or written directive by any such regulatory authority to meet and maintain a specific capital level for any capital measure; (ii) “adequately capitalized” if the institution has a total risk-based capital ratio of 8.0% or greater, a CET1 capital ratio of 4.5% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, and a leverage ratio of 4.0% or greater and is not “well capitalized”; (iii) “undercapitalized” if the institution has a total risk-based capital ratio that is less than 8.0%, a CET1 capital ratio less than 4.5%, a Tier 1 risk-based capital ratio of less than 6.0% or a leverage ratio of less than 4.0%; (iv) “significantly undercapitalized” if the institution has a total risk-based capital ratio of less than 6.0%, a CET1 capital ratio less than 3%, a Tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 3.0%; and (v) “critically undercapitalized” if the institution’s tangible equity is equal to or less than 2.0% of average quarterly tangible assets. An institution may be

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downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters. An insured depository institution’s capital category is determined solely for the purpose of applying prompt corrective action regulations, and the capital category may not constitute an accurate representation of the institution’s overall financial condition or prospects for other purposes.

The FDIC generally prohibits an insured depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company, if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to restrictions on borrowing from the Federal Reserve System. In addition, undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. A depository institution’s holding company must guarantee the capital restoration plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency, when the institution fails to comply with the plan. The federal banking agencies may not accept a capital restoration plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution’s capital. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.

The capital-based prompt corrective action provisions of the FDIA apply to the FDIC-insured depository institutions such as BPPR and PB, but they are not directly applicable to holding companies such as Popular and PNA, which control such institutions. As of December 31, 2021, both BPPR and PB were well capitalized.

Restrictions on Dividends and Repurchases

The principal sources of funding for Popular and PNA have included dividends received from their banking and non-banking subsidiaries, asset sales and proceeds from the issuance of debt and equity. 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 year ended December 31, 2021, BPPR declared cash dividends of $761 million, a portion of which was used by Popular for the payments of the cash dividends on its outstanding common stock, $350 million in accelerated stock repurchases and $181 million in the redemption of trust preferred securities. At December 31, 2021, BPPR 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 three year’s ended December 31, 2021. 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.

It is Federal Reserve Board policy that bank holding companies generally should pay dividends on common stock only out of net income available to common shareholders over the past year and only if the prospective rate of earnings retention appears consistent with the organization’s current and expected future capital needs, asset quality and overall financial condition. Moreover, under Federal Reserve Board policy, a bank holding company should not maintain dividend levels that place undue pressure on the capital of depository institution subsidiaries or that may undermine the bank holding company’s ability to be a source of strength to its banking subsidiaries. Federal Reserve policy also provides that a bank holding company should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period for which the dividend is being paid or that could result in a material adverse change to the bank holding company's capital structure.

The Federal Reserve Board also restricts the ability of banking organizations to conduct stock repurchases. In certain circumstances, a banking organization’s repurchases of its common stock may be subject to a prior approval or notice requirement under other regulations or policies of the Federal Reserve. Any redemption or repurchase of preferred stock or subordinated debt is subject to the prior approval of the Federal Reserve.

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Subject to compliance with certain conditions, distributions of U.S. sourced dividends to a corporation organized under the laws of the Commonwealth of Puerto Rico are subject to a withholding tax of 10% instead of the 30% applied to other “foreign” corporations.

Refer to Part II, Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for further information on Popular’s distribution of dividends and repurchases of equity securities.

See “Puerto Rico Regulation” below for a description of certain restrictions on BPPR’s ability to pay dividends under Puerto Rico law.

Interstate Branching

The Dodd-Frank Act amended the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking Act”) to authorize national banks and state banks to branch interstate through de novo branches. For purposes of the Interstate Banking Act, BPPR is treated as a state bank and is subject to the same restrictions on interstate branching as are other state banks.

 

Activities and Acquisitions

In general, the BHC Act limits the activities permissible for bank holding companies to the business of banking, managing or controlling banks and such other activities as the Federal Reserve Board has determined to be so closely related to banking as to be properly incidental thereto. A company who meets management and capital standards and whose subsidiary depository institutions meet management, capital and Community Reinvestment Act (“CRA”) standards may elect to be treated as a financial holding company and engage in a substantially broader range of nonbanking financial activities, including securities underwriting and dealing, insurance underwriting and making merchant banking investments in nonfinancial companies.

In order for a bank holding company to elect to be treated as a financial holding company, (i) all of its depository institution subsidiaries must be well capitalized (as described above) and well managed and (ii) it must file a declaration with the Federal Reserve Board that it elects to be a “financial holding company.” As noted above, a bank holding company electing to be a financial holding company must be and remain well capitalized and well managed. Popular and PNA have elected to be treated as financial holding companies. A depository institution is deemed to be “well managed” if, at its most recent inspection, examination or subsequent review by the appropriate federal banking agency (or the appropriate state banking agency), the depository institution received at least a “satisfactory” composite rating and at least a “satisfactory” rating for the management component of the composite rating. If, after becoming a financial holding company, the company fails to continue to meet any of the capital or management requirements for financial holding company status, the company must enter into a confidential agreement with the Federal Reserve Board to comply with all applicable capital and management requirements. If the company does not return to compliance within 180 days, the Federal Reserve Board may extend the agreement or may order the company to divest its subsidiary banks or the company may discontinue, or divest investments in companies engaged in, activities permissible only for a bank holding company that has elected to be treated as a financial holding company. In addition, if a depository institution subsidiary controlled by a financial holding company does not maintain a CRA rating of at least “satisfactory,” the financial holding company will be subject to restrictions on certain new activities and acquisitions.

The Federal Reserve Board may in certain circumstances limit our ability to conduct activities and make acquisitions that would otherwise be permissible for a financial holding company. Furthermore, a financial holding company must obtain prior written approval from the Federal Reserve Board before acquiring a nonbank company with $10 billion or more in total consolidated assets. In addition, we are required to obtain prior Federal Reserve Board approval before engaging in certain banking and other financial activities both in the United States and abroad.

The “Volcker Rule” adopted as part of the Dodd-Frank Act restricts the ability of Popular and its subsidiaries, including BPPR and PB as well as non-banking subsidiaries, to sponsor or invest in "covered funds," including private funds, or to engage in certain types of proprietary trading. Popular and its subsidiaries generally do not engage in the businesses subject to the Volcker Rule; therefore, the Volcker Rule does not have a material effect on our operations.

 

Anti-Money Laundering Initiative and the USA PATRIOT Act

A major focus of governmental policy relating to financial institutions in recent years has been aimed at combating money laundering and terrorist financing. The USA PATRIOT Act of 2001 (the “USA PATRIOT Act”) strengthened the ability of the U.S. government to help prevent, detect and prosecute international money laundering and the financing of terrorism. Title III of the USA

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PATRIOT Act imposed significant compliance and due diligence obligations, created new crimes and penalties and expanded the extra-territorial jurisdiction of the United States. Failure of a financial institution to comply with the USA PATRIOT Act’s requirements could have serious legal and reputational consequences for the institution.

 

In January 2021, the Anti-Money Laundering Act of 2020 (“AMLA”), which amends the Bank Secrecy Act (the “BSA”), was enacted. The AMLA is intended to comprehensively reform and modernize U.S. anti-money laundering laws. Among other things, the AMLA codifies a risk-based approach to anti-money laundering compliance for financial institutions; requires the U.S. Department of the Treasury to promulgate priorities for anti-money laundering and countering the financing of terrorism policy; requires the development of standards for testing technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including a significant expansion in the available sanctions for certain BSA violations; and expands BSA whistleblower incentives and protections. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June 2021, the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury, issued the priorities for anti-money laundering and countering the financing of terrorism policy required under AMLA. The priorities include: corruption, cybercrime, terrorist financing, fraud, transnational crime, drug trafficking, human trafficking and proliferation financing.

 

Community Reinvestment Act

The CRA requires banks to help serve the credit needs of their communities, including extending credit to low- and moderate-income individuals and geographies. Should Popular or our bank subsidiaries fail to serve adequately the community, potential penalties may include regulatory denials of applications to expand branches, relocate offices or branches, add subsidiaries and affiliates, expand into new financial activities and merge with or purchase other financial institutions. In September 2020, the Federal Reserve issued an advance notice of proposed rulemaking that seeks public comment on ways to modernize the Federal Reserve’s CRA regulations. The effects on Popular of any potential change to the CRA rules will depend on the final form of any Federal Reserve rulemaking and cannot be predicted at this time.

 

Interchange Fees Regulation

The Federal Reserve Board has established standards for debit card interchange fees and prohibited network exclusivity arrangements and routing restrictions. The maximum permissible interchange fee that an issuer may receive for an electronic debit transaction is the sum of 21 cents per transaction and 5 basis points multiplied by the value of the transaction. Additionally, the Federal Reserve Board allows for an upward adjustment of no more than 1 cent to an issuer’s debit card interchange fee if the issuer develops and implements policies and procedures reasonably designed to achieve certain fraud-prevention standards.

 

Consumer Financial Protection Act of 2010

The Consumer Financial Protection Bureau (the “CFPB”) supervises “covered persons” (broadly defined to include any person offering or providing a consumer financial product or service and any affiliated service provider) for compliance with federal consumer financial laws. The CFPB also has the broad power to prescribe rules applicable to a covered person or service provider identifying as unlawful, unfair, deceptive, or abusive acts or practices in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service. We are subject to examination and regulation by the CFPB.

 

Office of Foreign Assets Control Regulation

The U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) administers economic sanctions that affect transactions with designated foreign countries, nationals and others. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country; and (ii) a blocking of assets in which the government of the sanctioned country or other specially designated nationals have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the United States or the possession or control of U.S. persons outside of the United States). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

 

Protection of Customer Personal Information and Cybersecurity

The privacy provisions of the Gramm-Leach-Bliley Act of 1999 generally prohibit financial institutions, including us, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes (primarily marketing)

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unless customers have the opportunity to opt out of the disclosure. The Fair Credit Reporting Act restricts information sharing among affiliates for marketing purposes and governs the use and provision of information to consumer reporting agencies.

The federal banking regulators have also issued guidance and proposed rules regarding cybersecurity that are intended to enhance cyber risk management standards among financial institutions. A financial institution is expected to establish lines of defense and to ensure that its risk management processes address the risk posed by compromised customer credentials. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack involving destructive malware. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. If we fail to observe the regulatory guidance, we could be subject to various regulatory sanctions, including financial penalties. In November 2021, the U.S. federal bank regulatory agencies issued a final rule requiring banking organizations, including Popular, PNA, BPPR and PB, to notify their primary federal banking regulator within 36 hours of determining that a “notification incident” has occurred. A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. The final rule also requires specific and immediate notifications by bank service providers that become aware of similar incidents.

State and foreign regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations. Several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and providing detailed requirements with respect to these programs, including data encryption requirements. In New York, the NYDFS requires financial institutions regulated by the NYDFS, including PB, to, among other things, (i) establish and maintain a cybersecurity program designed to ensure the confidentiality, integrity and availability of their information systems; (ii) implement and maintain a written cyber security policy setting forth policies and procedures for the protection of their information systems and nonpublic information; and (iii) designate a Chief Information Security Officer.

Many states and foreign governments have also recently implemented or modified their data breach notification and data privacy requirements. The California Consumer Privacy Act (“CCPA”) became effective on January 1, 2020 and imposes privacy compliance obligations with regard to the personal information of California residents, and the November 2020 amendment to the CCPA creates the California Privacy Protection Agency, a watchdog privacy agency, and further expands the scope of businesses covered by the law and certain rights relating to personal information. The substantive obligations under the 2020 amendment to the CCPA will become effective on January 1, 2023. In European Union, the General Data Protection Regulation heightens privacy compliance obligations and imposes strict standards for reporting data breaches. We expect this trend to continue and are continually monitoring developments in the jurisdictions in which we operate.

See “Puerto Rico Regulation” below for a description of legislations and regulations on information privacy and cybersecurity in Puerto Rico.

Incentive Compensation

The Federal Reserve Board reviews, as part of its regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as Popular, that are not “large, complex banking organizations.” Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

The Federal Reserve Board, OCC and FDIC have issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

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The Dodd-Frank Act requires the U.S. financial regulators, including the Federal Reserve Board, the other federal banking agencies and the SEC, to adopt rules prohibiting incentive-based payment arrangements that encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss at specified regulated entities having at least $1 billion in total assets (including Popular, PNA, BPPR and PB). The U.S. financial regulators proposed revised rules in 2016, which have not been finalized. In addition, the SEC proposed in 2015, but has not adopted in final form, rules directing national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pay back incentive-based compensation that they were awarded erroneously. In October 2021, the SEC reopened comment period on this proposal.

Puerto Rico Regulation

As a commercial bank organized under the laws of Puerto Rico, BPPR is subject to supervision, examination and regulation by the Office of the Commissioner of Financial Institutions, pursuant to the Puerto Rico Banking Act of 1933, as amended (the “Banking Law”).

Section 27 of the Banking Law requires that at least ten percent (10%) of the yearly net income of BPPR be credited annually to a reserve fund. The apportionment must be done every year until the reserve fund is equal to the total of paid-in capital on common and preferred stock. During 2021, $ 78.4 million was transferred to the statutory reserve account.

Section 27 of the Banking Law also provides that when the expenditures of a bank are greater than its receipts, the excess of the former over the latter must be charged against the undistributed profits of the bank, and the balance, if any, must be charged against the reserve fund. If the reserve fund is not sufficient to cover such balance in whole or in part, the outstanding amount must be charged against the capital account and no dividend may be declared until capital has been restored to its original amount and the reserve fund to 20% of the original capital.

Section 16 of the Banking Law requires every bank to maintain a legal reserve that, except as otherwise provided by the Office of the Commissioner, may not be less than 20% of its demand liabilities, excluding government deposits (federal, state and municipal) that are secured by collateral. If a bank is authorized to establish one or more bank branches in a state of the United States or in a foreign country, where such branches are subject to the reserve requirements of that state or country, the Office of the Commissioner may exempt said branch or branches from the reserve requirements of Section 16. Pursuant to an order of the Federal Reserve Board dated November 24, 1982, BPPR has been exempted from the reserve requirements of the Federal Reserve System with respect to deposits payable in Puerto Rico. Accordingly, BPPR is subject to the reserve requirement prescribed by the Banking Law. During 2020, BPPR was in compliance with the statutory reserve requirement.

Section 17 of the Banking Law permits a bank to make loans to any one person, firm, partnership or corporation, up to an aggregate amount of fifteen percent (15%) of the paid-in capital and reserve fund of the bank. As of December 31, 2021, the legal lending limit for BPPR under this provision was approximately $315 million. In the case of loans which are secured by collateral worth at least 25% more than the amount of the loan, the maximum aggregate amount is increased to one third of the paid-in capital of the bank, plus its reserve fund. If the institution is well capitalized and had been rated 1 in the last examination performed by the Office of the Commissioner or any regulatory agency, its legal lending limit shall also include 15% of 50% of its undivided profits and for loans secured by collateral worth at least 25% more than the amount of the loan, the capital of the bank shall also include 33 1/3% of 50% of its undivided profits. Institutions rated 2 in their last regulatory examination may include this additional component in their legal lending limit only with the previous authorization of the Office of the Commissioner. There are no restrictions under Section 17 on the amount of loans that are wholly secured by bonds, securities and other evidence of indebtedness of the Government of the United States or Puerto Rico, or by current debt bonds, not in default, of municipalities or instrumentalities of Puerto Rico. During 2020, BPPR was in compliance with the lending limit requirements of Section 17 of the Banking law.

Section 14 of the Banking Law authorizes a bank to conduct certain financial and related activities directly or through subsidiaries, including finance leasing of personal property and originating and servicing mortgage loans. BPPR engages in finance leasing through its wholly-owned subsidiary, Popular Auto, LLC, which is organized and operates in Puerto Rico. The origination and servicing of mortgage loans is conducted by Popular Mortgage, a division of BPPR.

 

On information privacy, Puerto Rico law requires businesses to implement information security controls to protect consumers’ personal information from breaches, as well as to provide notice of any breach to affected customers.

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Available Information

We maintain an Internet website at www.popular.com. Via the “Investor Relations” link at our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are available, free of charge, as soon as reasonably practicable after such forms are electronically filed with, or furnished to, the SEC. The SEC also maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of our filings on the SEC site.

We have adopted a written code of ethics that applies to all directors, officers and employees of Popular, including our principal executive officer and senior financial officers, in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Ethics is available on our corporate website, www.popular.com, in the section entitled “Corporate Governance.” In the event that we make changes in, or provide waivers from, the provisions of this Code of Ethics that the SEC requires us to disclose, we intend to disclose these events on our corporate website in such section. In the Corporate Governance section of our corporate website, we have also posted the charters for our Audit Committee, Talent and Compensation Committee, Risk Management Committee, Corporate Governance and Nominating Committee and Technology Committee, as well as our Corporate Governance Guidelines. In addition, information concerning purchases and sales of our equity securities by our executive officers and directors is posted on our website.

All website addresses given in this document are for information only and are not intended to be active links or to incorporate any website information into this document.

 

ITEM 1A. RISK FACTORS

 

We, like other financial institutions, face risks inherent to our business, financial condition, liquidity, results of operations and capital position. These risks 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.

The risks described in this report are not the only risks we face. Additional risks and uncertainties not currently known by us or that we currently deem to be immaterial, or that are generally applicable to all financial institutions, also may materially adversely affect our business, financial condition, liquidity, results of operations or capital position.

Summary

The risk factors that could adversely affect our business, financial condition, liquidity, results of operations and capital position include:

RISKS RELATING TO THE BUSINESS AND ECONOMIC ENVIRONMENT AND OUR INDUSTRY

The coronavirus (COVID-19) pandemic has significantly disrupted the global economy and the markets in which we operate, which adversely impacted, and may continue to adversely impact, our business, financial condition and results of operation.

A significant portion of our business is concentrated in Puerto Rico, where economic and fiscal challenges have adversely impacted and may continue to adversely impact us.

Further deterioration in collateral values of properties securing our commercial, mortgage loan and construction portfolios would result in increased credit losses and continue to harm our results of operations.

Legislative and regulatory reforms may have a significant impact on our business and results of operations.

 

RISKS RELATING TO OUR BUSINESS

The fiscal and economic challenges of some of the jurisdictions in which we operate could materially adversely affect the value and performance of our portfolio of government securities and our loans to government entities in such jurisdictions, as well as the value and performance of commercial, mortgage and consumer loans to private borrowers who have significant relationships with the government or could be directly affected by government action in such jurisdictions. A reduction in Puerto Rico government deposits could also adversely affect our net interest income.

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Our businesses are subject to extensive regulation and we from time to time receive requests for information from departments of the U.S. and Puerto Rico governments, including those that investigate compliance with consumer protection laws and regulations.

We are exposed to credit risk from mortgage loans that have been sold or are being serviced subject to recourse arrangements.

Defective and repurchased loans may harm our business and financial condition.

As a holding company, we depend on dividends and distributions from our subsidiaries for liquidity.

Increases in FDIC insurance premiums may have a material adverse effect on our earnings.

Our business is susceptible to interest rate risk because a significant portion of our business involves borrowing and lending money, and investing in financial instruments. Reforms to and uncertainty regarding the London InterBank Offered Rate (LIBOR) also may adversely affect our business, financial condition and results of operations.

If our goodwill, deferred tax assets or amortizable intangible assets become impaired, it may adversely affect our financial condition and future results of operations.

Our compensation practices are subject to oversight by applicable regulators.

We are subject to risk related to our own credit rating; actions by the rating agencies or having capital levels below well-capitalized could raise the cost of our obligations, which could affect our ability to borrow or to enter into hedging agreements in the future and may have other adverse effects on our business.

We are subject to regulatory capital adequacy guidelines, and if we fail to meet these guidelines our business and financial condition will be adversely affected.

The resolution of pending litigation and regulatory proceedings, if unfavorable, could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects.

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.

 

RISKS RELATING TO OUR OPERATIONS

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 and in the use of digital channels by our customers as a result of the COVID-19 pandemic.

We rely on other companies to provide key components of our business infrastructure.

Unforeseen or catastrophic events, including extreme weather events and other natural disasters, man-made disasters, acts of violence or war, or the emergence of pandemics or epidemics, could cause a disruption in our operations or other consequences that could have a material adverse effect on our financial condition and results of operations. Climate change could also have a material adverse impact on our business operations and that of our clients and customers.

 

RISKS RELATED TO ACQUISITION TRANSACTIONS

Potential acquisitions of businesses or loan portfolios could increase some of the risks that we face, and may be delayed or prohibited due to regulatory constraints.

RISKS RELATING TO OUR RELATIONSHIP WITH EVERTEC

We are dependent on EVERTEC, Inc. 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.

Popular faces significant and increasing competition in the rapidly evolving financial services industry. If EVERTEC, Inc. 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.

The transition to new financial services technology providers, and the replacement of services currently provided to us by EVERTEC, Inc., will be lengthy and complex.

The value of our remaining ownership interest in EVERTEC, Inc., and the revenues we derive from EVERTEC, Inc., could be materially reduced if we decided not to renew our agreements with EVERTEC, Inc. or were to terminate them before the expiration of their term. The EVERTEC Transaction (as defined below) could also result in a material reduction in the value of

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our ownership interest in EVERTEC, Inc., will eliminate our rights to nominate directors to EVERTEC, Inc.’s board of directors and is expected to result in the elimination of the income we report from this investment.

The proposed EVERTEC Transaction is subject to closing conditions and subjects Popular to additional risks.

 

RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES

Dividends on our Common Stock and Preferred Stock may be suspended and stockholders may not receive funds in connection with their investment in our Common Stock or Preferred Stock without selling their shares.

Certain of the provisions contained in our Certificate of Incorporation have the effect of making it more difficult to change the Board of Directors, and may make the Board of Directors less responsive to stockholder control.

 

The above summary is subject in its entirety to the discussion of the risk factors set forth below.

 

Risk Factors

RISKS RELATING TO THE BUSINESS and economic ENVIRONMENT AND OUR INDUSTRY

 

The coronavirus (COVID-19) pandemic has significantly disrupted the global economy and the markets in which we operate, which adversely impacted, and may continue to adversely impact, our business, financial condition and results of operation. Its continued impact will depend on future developments, which are highly uncertain and difficult to predict, including the scope and duration of the pandemic, the direct and indirect impact of the pandemic on our employees, customers, clients, counterparties and service providers, as well as other market participants, and actions taken by governmental authorities and other third parties in response to the pandemic.

The COVID-19 pandemic has significantly disrupted and negatively impacted the global economy, disrupted global supply chains, created significant volatility in the financial markets, significantly increased unemployment levels worldwide and decreased consumer confidence and commercial activity generally, including in the markets in which we do business, leading to an increased risk of delinquencies, defaults and foreclosures. The COVID-19 pandemic also contributed to higher and more volatile credit loss expense and potential for increased charge-offs; loan and credit ratings downgrades; credit deterioration and defaults in many industries; a significant increase in the volatility of equity, fixed income and commodity markets; and a decrease in the rates and yields on U.S. Treasury securities and other investment securities, which led to decreased net interest income.

 

In response to the pandemic, governments across the world, including the governments of Puerto Rico (our primary market), the United States Virgin Islands (“USVI”) and the British Virgin Islands (“BVI”), as well as state governments in the United States mainland, including New York, New Jersey and Florida, where Popular Bank (“PB”) has branches, initially ordered the temporary closure of many businesses, implemented mandatory curfews and the institution of social distancing, shelter in place and other health and safety requirements. Although many of these restrictive measures have been eased or lifted, certain restrictive measures remain in place and additional restrictive measures may be implemented in the future as a result of a resurgence in the spread of the virus or new strains of the virus. The restrictions imposed by governments in response to the outbreak caused significant disruption to economic activity and an increase in unemployment in the markets in which we operate, including Puerto Rico, which has been facing significant fiscal and economic challenges for over a decade. For more information, refer to the Geographic and Government Risk section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) section in the Annual Report on this Form 10-K. Further deterioration of the Puerto Rico, USVI, BVI and the broader U.S. economy would be expected to adversely affect the ability of our borrowers to comply with their financial obligations and adversely impact demand for our products and services. The disruption in economic activity could also adversely affect the financial condition of government entities in Puerto Rico, the USVI and BVI to which we have exposure.

The COVID-19 pandemic also significantly disrupted our operations and negatively impacted our business and financial condition. Many of BPPR’s and PB’s branches were temporarily closed in response to the pandemic. Currently, all BPPR’s and PB’s branches are operating, subject to measures to preserve the health and safety of our employees and customers. To protect the health and safety of our workforce, we have facilitated a significant portion of our workforce to work remotely, which further exposes the Corporation to heightened risks with respect to cybersecurity, information security and other operational incidents, as well as our ability to maintain an effective system of internal controls. Furthermore, although we have implemented a remote work protocol for many of our workers and instituted health and safety measures to protect employees that cannot work remotely, a disruption to our ability to deliver financial products or services to, or interact with, our customers could also result in losses or increased operational costs, regulatory fines, penalties and other sanctions, or harm our reputation.

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Furthermore, in response to the pandemic, the Corporation implemented temporary measures to provide financial relief to customers through programs such as payment moratoriums, suspensions of foreclosures and other collection activity, as well as waivers of certain fees and service charges. By the end of the third quarter of 2020, the Corporation had reinstated the imposition of these fees and service charges and resumed its delinquent loan collection efforts. The Federal Government also approved several economic stimulus measures, including the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, to cushion the economic fallout of the pandemic, including guaranteeing loans to small and medium-sized businesses through the Small Business Administration’s (“SBA”) Paycheck Protection Program (the “PPP”). However, there can be no assurance that measures taken by governmental authorities will be sufficient to offset the pandemic’s economic impact. In addition, moratoriums imposed by Federal or state law or provided voluntarily by the Corporation may limit our ability to determine the impact of the COVID-19 pandemic on the financial condition of certain of our customers and the credit quality of our loan portfolio until borrowers that benefit from such moratoriums are required to resume loan repayments. Such moratorium and stimulus programs have also imposed significant operational burdens on the Corporation, which also heighten the risk of operational incidents, including fraud and undetected errors. Our participation (or lack of participation) in certain governmental programs enacted in response to the pandemic, including the PPP, could further result in reputational harm, litigation and regulatory and other government action against the Corporation. For example, the Corporation may be exposed to the risk of litigation, from both customers and non-customers that approached the Corporation regarding PPP loans, regarding its process and procedures used in processing applications under the PPP and may be exposed to adverse action for the improper conduct of its employees in connection with such loans. Furthermore, the Corporation may also have credit risk with respect to PPP loans if the SBA determines that there have been deficiencies in the way a PPP loan was originated, funded, or serviced by the Corporation, and denies its liability under the guaranty, reduces the amount of the guaranty or, if it has already paid under the guaranty, seeks recovery of any loss related to the deficiency from the Corporation.

The extent to which the COVID-19 pandemic continues to impact our business, results of operations and financial condition (including our provision for credit losses, net charge offs, regulatory capital, liquidity ratios and the liquidity of the bank holding company and its operating subsidiaries), as well as the operations of our clients, customers, service providers and suppliers, will depend on future developments, which are highly uncertain and difficult to predict at this time, including the scope and duration of the pandemic, the appearance of new strains of the virus and actions taken by governmental authorities and other third parties in response to the pandemic, such as the speed and effectiveness of vaccination programs and the nature and length of economic stimulus initiatives. To the extent the pandemic continues to adversely affect our business, financial condition, liquidity or results of operations, it may also have the effect of heightening many of the other risks described in this section.

A significant portion of our business is concentrated in Puerto Rico, where economic and fiscal challenges have adversely impacted and may continue to adversely impact us.

Our credit exposure is concentrated in Puerto Rico, which accounted as of December 31, 2021 for approximately 84% of our total assets, 85% of our deposits and 82% of our revenues for the year ended December 31, 2021. As such, our financial condition and results of operations are dependent upon the general trends of the Puerto Rico economy and, in particular, the residential and commercial real estate markets and asset values in Puerto Rico. Puerto Rico entered recession in the fourth quarter of fiscal year 2006 and its gross national product (GNP) thereafter contracted in real terms every year between fiscal years 2007 and 2018 (inclusive), except fiscal year 2012. Pursuant to the latest Puerto Rico Planning Board (the “Planning Board”) estimates, published in 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% GNP growth in the current fiscal year.

 

The Commonwealth’s government has also been facing significant fiscal challenges that may have been exacerbated by the COVID-19 pandemic. The historical structural imbalance between revenues and expenditures, on the one hand, and unfunded legacy pension obligations, on the other hand, coupled with the Commonwealth’s inability to access financing in the capital markets or from private lenders, resulted in the Commonwealth and various public corporations defaulting on and eventually seeking to restructure their debts and for the U.S. Congress to enact the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) in June 2016. PROMESA, among other things, established a seven-member federally-appointed oversight board (the “Oversight Board”) with broad powers over the finances of the Commonwealth and its instrumentalities and provided to the Commonwealth, its public corporations and municipalities, broad-based restructuring authority, including through a bankruptcy-type process similar to that of Chapter 9 of the U.S. Bankruptcy Code. For a discussion of risks related to the Corporation’s credit

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exposure to the Commonwealth and its instrumentalities, see the Geographic and Government Risk section in the MD&A section of the Annual Report on this Form 10-K.

The credit quality of BPPR’s loan portfolio necessarily reflects, among other things, the general economic conditions in Puerto Rico and other adverse conditions affecting Puerto Rico consumers and businesses. The Commonwealth’s prolonged recession resulted in limited loan demand and in an increase in the rate of foreclosures and delinquencies on loans granted in Puerto Rico. The measures taken to address the fiscal crisis and those that may have to be taken in the future could affect many of our individual customers and customers’ businesses, which could cause credit losses that adversely affect us. Fiscal adjustments have resulted and may continue to result in significant resistance from local politicians and other stakeholders, which may lead to social and political instability. Any reduction in consumer spending because of these issues may also adversely impact our interest and non-interest revenues.

If global or local economic conditions worsen, including as a result of the COVID-19 pandemic, or the Government of Puerto Rico is unable to manage its fiscal crisis, including completing an orderly restructuring of its debt obligations while continuing to provide essential services, those adverse effects could continue or worsen in ways that we are not able to predict and that are outside of our control. Under such circumstances, we could experience an increase in the level of provision for loan losses, nonperforming assets, net charge-offs and reserve for credit losses. These factors could have a material adverse impact on our earnings and financial condition.

Further deterioration in collateral values of properties securing our commercial, mortgage loan and construction portfolios would result in increased credit losses and continue to harm our results of operations.

The value of properties in some of the markets we serve, in particular in Puerto Rico, declined during the past decade as a result of adverse economic conditions, although the value of properties in some of these markets have recently showed signs of recovery. The deterioration of the value of real estate collateral securing our commercial, mortgage loan and construction loan portfolios resulted in increased credit losses. As of December 31, 2021, approximately 29%, 25% and 2%, of our loan portfolio consisted of commercial loans secured by real estate, mortgage loans and construction loans, respectively.

 

Substantially our entire loan portfolio is located within the boundaries of the U.S. economy. Whether the collateral is in Puerto Rico, the USVI, the BVI or the U.S. mainland, the performance of our loan portfolio and the collateral value backing the transactions are dependent upon the performance of and conditions within each specific real estate market. General economic conditions in Puerto Rico (as impacted by the COVID-19 pandemic) and fiscal reforms aimed at addressing the current fiscal crisis could cause a further deterioration of the value of the real estate collateral securing our loan portfolios.

A further deterioration of the fair value of real estate properties for collateral dependent impaired loans would require increases in our provision for loan losses and allowance for loan losses. Any such increase would have an adverse effect on our future financial condition and results of operations. For more information on the credit quality of our construction, commercial and mortgage portfolio, see the Credit Risk section of the MD&A included in the Annual Report on this Form 10-K.

 

Legislative and regulatory reforms may have a significant impact on our business and results of operations.

Popular is subject to extensive regulation, supervision and examination by federal, New York and Puerto Rico banking authorities. Any change in applicable federal, New York or Puerto Rico laws or regulations (or laws and regulations in other jurisdictions in which we may do business, such as California) could have a substantial impact on our operations. Additional laws and regulations may be enacted or adopted in the future that could significantly affect our powers, authority and operations, which could have a material adverse effect on our financial condition and results of operations. Further, regulators in the performance of their supervisory and enforcement duties, have significant discretion and power to prevent or remedy unsafe and unsound practices or violations of laws by banks and bank holding companies. The exercise of this regulatory discretion and power could have a negative impact on Popular. Furthermore, the Commonwealth has enacted various reforms in response to its fiscal and economic problems and is likely to implement additional reforms as part of its obligations under PROMESA.

 

RISKS RELATING TO OUR BUSINESS

The fiscal and economic challenges of some of the jurisdictions in which we operate could materially adversely affect the value and performance of our portfolio of government securities and our loans to government entities in such jurisdictions, as well as the value and performance of commercial, mortgage and consumer loans to private borrowers

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who have significant relationships with the government or could be directly affected by government action in such jurisdictions. A reduction in Puerto Rico government deposits could also adversely affect our net interest income.

We have direct and indirect lending and investment exposure to the Puerto Rico government, its public corporations and municipalities. A deterioration of the Commonwealth’s fiscal and economic condition, including as a result of the COVID-19 pandemic and/or actions taken by the Commonwealth government or the Oversight Board to address Puerto Rico’s fiscal crisis, could materially adversely affect the value and performance of our Puerto Rico government obligations, as well as the value and performance of commercial, mortgage and consumer loans to private borrowers who have significant relationships with the government or could be directly affected by government action, resulting in losses to us.

 

At December 31, 2021, our direct exposure to Puerto Rico government obligations was limited to obligations from various municipalities and amounted to $367 million. In addition, at December 31, 2021, the Corporation had $275 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental. For additional discussion of the Corporation’s exposure to the Puerto Rico government and its instrumentalities and municipalities, refer to the Geographic and Government Risk section in the MD&A section of the Annual Report on this Form 10-K.

 

BPPR’s commercial loan portfolio also includes loans to private borrowers who are service providers, lessors, suppliers or have other relationships with the Puerto Rico government. These borrowers could be negatively affected by the fiscal measures to be implemented to address the Commonwealth’s fiscal crisis and the ongoing debt restructuring proceedings under PROMESA. Similarly, BPPR’s mortgage and consumer loan portfolios include loans to government employees which could also be negatively affected by fiscal measures such as employee layoffs or furloughs.

 

Furthermore, BPPR has a significant amount of deposits from the Commonwealth, its instrumentalities, and municipalities. The amount of such deposits may fluctuate depending on the financial condition and liquidity of such entities, as well as on the ability of BPPR to maintain these customer relationships. A significant portion of the Commonwealth’s deposits are expected be used by the Commonwealth pursuant to the Plan of Adjustment for the Commonwealth confirmed by the PROMESA Title III Court, which is expected to become effective on or about March 15, 2022. While a significant decrease in these deposits should not materially affect our liquidity since such deposits are collateralized, a significant decrease in the amount of such deposits could adversely affect our net interest income.

 

BPPR also has operations in the USVI and has credit exposure to USVI government entities. At December 31, 2021, BPPR’s direct exposure to USVI instrumentalities and public corporations amounted to approximately $70 million, of which $68 million is outstanding. The USVI has been experiencing several fiscal and economic challenges that could adversely affect the ability of its public corporations and instrumentalities to service their outstanding debt obligations. For additional information on the Corporation’s exposure to the USVI government, refer to the Geographic and Government Risk section in the MD&A section of the Annual Report on Form 10-K.

Our businesses are subject to extensive regulation and we from time to time receive requests for information from departments of the U.S. and Puerto Rico governments, including those that investigate compliance with consumer protection laws and regulations.

Our businesses are subject to extensive regulation and we from time to time self-report compliance matters to, or receive requests for information from, departments of the U.S. and Puerto Rico governments, including with respect to compliance with consumer protection laws and regulations. For example, BPPR has in the past received subpoenas and other requests for information from the departments of the U.S. government that investigate mortgage-related conduct, mainly concerning real estate appraisals and residential and construction loans in Puerto Rico. BPPR has also self-identified and reported to applicable regulators matters with respect to mortgage and other consumer lending practices.

 

Incidents of this nature and investigations or examinations by governmental authorities may result in judgments, settlements, fines, enforcement actions, penalties or other sanctions adverse to the Corporation which could materially and adversely affect the Corporation’s business, financial condition or results of operations, or cause serious reputational harm.

 

We are exposed to credit risk from mortgage loans that have been sold or are being serviced subject to recourse arrangements.

Popular is generally at risk for mortgage loan defaults from the time it funds a loan until the time the loan is sold or securitized into a mortgage-backed security. We have furthermore retained, through recourse arrangements, part of the credit

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risk on sales of mortgage loans, and we also service certain mortgage loan portfolios with recourse. At December 31, 2021, we serviced $0.7 billion in residential mortgage loans subject to credit recourse provisions, principally loans associated with Fannie Mae and Freddie Mac programs. In the event of any customer default, pursuant to the credit recourse provided, we are required to repurchase the loan or reimburse the third-party investor for the incurred loss. The maximum potential amount of future payments that we 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 2021, we repurchased approximately $19 million in mortgage loans subject to credit recourse provisions. In the event of nonperformance by the borrower, we have rights to the underlying collateral securing the mortgage loan. As of December 31, 2021, our liability established to cover the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $12 million. We may suffer 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 of the related property.

 

Defective and repurchased loans may harm our business and financial condition.

In connection with the sale and securitization of loans, we are required to make a variety of customary representations and warranties regarding Popular and the loans being sold or securitized. Our obligations with respect to these representations and warranties are generally outstanding for the life of the loan, and they relate to, among other things, compliance with laws and regulations, underwriting standards, the accuracy of information in the loan documents and loan file and the characteristics and enforceability of the loan.

 

A loan that does not comply with these representations and warranties may take longer to sell, may impact our ability to obtain third party financing for the loan, and be unsalable or salable only at a significant discount. If such a loan is sold before we detect non-compliance, we may be obligated to repurchase the loan and bear any associated loss directly, or we may be obligated to indemnify the purchaser against any loss, either of which could reduce our cash available for operations and liquidity. Management believes that it has established controls to ensure that loans are originated in accordance with the secondary market’s requirements, but mistakes may be made, or certain employees may deliberately violate our lending policies. We seek to minimize repurchases and losses from defective loans by correcting flaws, if possible, and selling or re-selling such loans. We have established specific reserves for probable losses related to repurchases resulting from representations and warranty violations on specific portfolios. At December 31, 2021, our reserve for estimated losses from representation and warranty arrangements amounted to $839 thousand, which was included as part of other liabilities in the consolidated statement of financial condition. Nonetheless, we do not expect any such losses to be significant, although if they were to occur, they would adversely impact our results of operations and financial condition.

 

As a holding company, we depend on dividends and distributions from our subsidiaries for liquidity.

We are a bank holding company and depend primarily on dividends from our banking and other operating subsidiaries to fund our cash needs. These obligations and needs include declaring dividends to our shareholders of our common stock, capitalizing subsidiaries, repaying maturing debt and paying debt service on outstanding debt. Our banking subsidiaries, BPPR and PB, are limited by law in their ability to make dividend payments and other distributions to us based on their earnings and capital position. Based on its current financial condition, PB may not declare or pay a dividend without the prior approval of the Federal Reserve Board and the NYSDFS. A failure by our banking subsidiaries to generate sufficient income and free cash flow to make dividend payments to us may have a negative impact on our financial condition, liquidity, results of operation and capital position and may affect our ability to pay dividends to our shareholders and to repurchase shares of our common stock. Additionally, adverse macroeconomic conditions caused by the COVID-19 pandemic could also result in restrictions from regulators on dividends and repurchases of our common stock, which could limit the capital we return to our shareholders. Also, a failure by the bank holding company to access sufficient liquidity resources to meet all projected cash needs in the ordinary course of business may have a detrimental impact on our financial condition and ability to compete in the market.

 

Increases in FDIC insurance premiums may have a material adverse effect on our earnings.

Substantially all the deposits of BPPR and PB are insured up to applicable limits by the FDIC’s DIF and, as a result, BPPR and PB are subject to FDIC deposit insurance assessments. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, our level of non-performing assets increases, or our risk profile changes or our capital position is impaired, we may be required to pay even higher FDIC premiums. Any future increases or special assessments may materially adversely affect our results of operations. See the

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“Supervision and Regulation—FDIC Insurance” discussion in Item 1. Business of this Form 10-K for additional information related to the FDIC’s deposit insurance assessments applicable to BPPR and PB.

 

Our business is susceptible to interest rate risk because a significant portion of our business involves borrowing and lending money, and investing in financial instruments. Reforms to and uncertainty regarding the London InterBank Offered Rate (LIBOR) also may adversely affect our business, financial condition and results of operations.

Our business and financial performance are impacted by market interest rates and movements in those rates. Since a high percentage of our assets and liabilities are interest bearing or otherwise sensitive in value to changes in interest rates, changes in rates, in the shape of the yield curve or in spreads between different types of rates can have a material impact on our results of operations and the values of our assets and liabilities. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Interest rates are also highly sensitive to many factors over which we have no control and which we may not be able to anticipate adequately, including general economic conditions and the monetary and tax policies of various governmental bodies, particularly the Federal Reserve. For a discussion of the Corporation’s interest rate sensitivity, please refer to the “Risk Management” section of the MD&A of the Annual Report on this Form 10-K.

 

On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (“LIBOR”), publicly announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. On November 30, 2020, the LIBOR administration announced that it would consider continuing publication of certain US dollar LIBOR settings until June 30, 2023, subject to applicable regulations. In response to this announcement, Federal regulators issued a statement that, among other things, encouraged all financial institutions to cease entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021. It is expected that a transition away from the widespread use of LIBOR to alternative rates will occur over the course of the next several years. As a result of this transition, interest rates on floating rate obligations, loans, deposits, derivatives and other financial instruments held by the Corporation and tied to LIBOR rates, as well as the revenue and expenses associated with those financial instruments, may be adversely affected. Any failure by market participants and regulators to successfully implement benchmark rates to replace LIBOR and effectively establish transitional arrangements to address the discontinuation of LIBOR could also result in disruption in the financial markets. Further, any uncertainty regarding the continued use and reliability of LIBOR as a benchmark interest rate could adversely affect the value of our floating rate obligations, loans, deposits, derivatives, and other financial instruments tied to LIBOR rates.

 

Regulators, industry groups and certain committees (e.g., the Alternative Reference Rates Committee) have, among other things, published recommended fallback language for LIBOR-linked financial instruments, identified recommended alternatives for certain LIBOR rates (e.g., the Secured Overnight Financing Rate as the recommended alternative to U.S. Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments. At this time, it is difficult to predict whether these recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments. The Corporation has adopted fallback language for LIBOR-linked financial instruments and is implementing alternative rates for the origination of new loans. However, certain contractual documents governing the Corporation’s LIBOR-linked financial instruments may not provide effective fallback language in the event LIBOR rates cease to be published, which may present the Corporation with legal and regulatory risk if, for example, the Corporation is unable to amend these financial instruments prior to such cessation.

 

If our goodwill, deferred tax assets or amortizable intangible assets become impaired, it may adversely affect our financial condition and future results of operations.

As of December 31, 2021, we had approximately $ 720 million, $657 million and $15 million, respectively, of goodwill, net deferred tax assets and amortizable intangible assets recorded on our balance sheet. If our goodwill, deferred tax assets or amortizable intangible assets become impaired, we may be required to record a significant charge to earnings.

 

Under GAAP, we review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment at least annually. Factors that may be considered a change in circumstances, indicating that the carrying value of the goodwill or amortizable intangible assets may not be recoverable, include a decline in Popular’s stock price related to macroeconomic conditions in the global market as well as the weakness in the Puerto Rico economy and fiscal situation, declines in our market capitalization, reduced future earnings estimates, continuance of a low interest rate environment and the continued impact of the COVID-19 pandemic, which may exacerbate these and other circumstances, could in turn result in an impairment of goodwill. The goodwill impairment evaluation

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process requires us to make estimates and assumptions with regards to the fair value of our 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 our results of operations and the reporting unit where the goodwill is recorded.

 

The determination of whether a deferred tax asset is realizable is based on weighting all available evidence. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. The analysis considers all sources of taxable income available to realize the deferred tax asset, including the future reversal of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years and tax-planning strategies. Similarly, the COVID-19 pandemic’s impact on the expected profitability of our businesses may affect the realizability of our deferred tax assets in our Puerto Rico and U.S. operations.

 

If we are required to record a charge to earnings in our consolidated financial statements because an impairment of the goodwill, deferred tax assets or amortizable intangible assets is determined, our financial condition and results of operations would be adversely affected.

 

Our compensation practices are subject to oversight by applicable regulators.

Our success depends, in large part, on our ability to retain key senior leaders, and competition for such senior leaders can be intense in most areas of our business. Our compensation practices are subject to review and oversight by the Federal Reserve Board. We also may be subject to limitations on compensation practices by the FDIC or other regulators, which may or may not affect our competitors.

 

The Dodd-Frank Act requires the U.S. financial regulators, including the Federal Reserve Board, the other federal banking agencies and the SEC, to adopt rules prohibiting incentive-based payment arrangements that encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss at specified regulated entities having at least $1 billion in total assets (including Popular, PNA, BPPR and PB). The U.S. financial regulators proposed revised rules in 2016, which have not been finalized. Compliance with such revised rules may substantially affect the way in which we structure compensation for our executives and other employees. In addition, in 2015, the SEC proposed rules directing national securities exchanges and associations to establish listing standards requiring companies to adopt policies that require executive officers to pay back incentive-based compensation that they were awarded erroneously. Those rules have not been adopted. In October 2021, the SEC reopened the comment period on these proposed rules. For a more detailed discussion of these proposed rules, see the “Supervision and Regulation—Incentive Compensation” section in Item 1. Business of this Form 10-K.

 

The scope and content of the U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving. It cannot be determined at this time whether compliance with such policies will adversely affect the ability of Popular and our subsidiaries to hire, retain and motivate key employees. Limitations on our compensation practices could have a negative impact on our ability to attract and retain talented senior leaders in support of our long-term strategy.

 

We are subject to risk related to our own credit rating; actions by the rating agencies or having capital levels below well-capitalized could raise the cost of our obligations, which could affect our ability to borrow or to enter into hedging agreements in the future and may have other adverse effects on our business.

Actions by the rating agencies could raise the cost of our borrowings since lower rated securities are usually required by the market to pay higher rates than obligations of higher credit quality. Our credit ratings were reduced substantially in 2009, and, although one of the three major rating agencies upgraded our senior unsecured rating back to “investment grade” during 2021, the remaining two rating agencies have not upgraded their current “non-investment grade” rating. The market for non-investment grade securities is much smaller and less liquid than for investment grade securities. Therefore, if we were to attempt to issue preferred stock or debt securities into the capital markets, it is possible that there would not be sufficient demand to complete a transaction and the cost could be substantially higher than for more highly rated securities.

 

In addition, changes in our ratings and capital levels below well-capitalized could affect our relationships with some creditors and business counterparties. For example, a portion of our hedging transactions include ratings triggers or well-capitalized language that permit counterparties to either request additional collateral or terminate our agreements with them based on our

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below investment grade ratings. Although we have been able to meet any additional collateral requirements thus far and expect that we would be able to enter into agreements with substitute counterparties if any of our existing agreements were terminated, changes in our ratings or capital levels below well capitalized could create additional costs for our businesses.

 

Our banking subsidiaries have servicing, licensing and custodial agreements with third parties that include ratings covenants. Upon failure to maintain the required credit ratings, the third parties could have the right to require us to engage a substitute fund custodian and increase collateral levels securing the recourse obligations. Popular services residential mortgage loans subject to credit recourse provisions. Certain contractual agreements require us to post collateral to secure such recourse obligations if our required credit ratings are not maintained. Collateral pledged by us to secure recourse obligations approximated $32 million at December 31, 2021. We could be required to post additional collateral under the agreements. Management expects that we would be able to meet additional collateral requirements if and when needed. The requirements to post collateral under certain agreements or the loss of custodian funds could reduce our liquidity resources and impact its operating results. The termination of those agreements or the inability to realize servicing income for our businesses could have an adverse effect on those businesses. Other counterparties are also sensitive to the risk of a ratings downgrade and the implications for our businesses and may be less likely to engage in transactions with us, or may only engage in them at a substantially higher cost, if our ratings remain below investment grade.

 

We are subject to regulatory capital adequacy guidelines, and if we fail to meet these guidelines our business and financial condition will be adversely affected.

Under regulatory capital adequacy guidelines, and other regulatory requirements, Popular and our banking subsidiaries must meet guidelines that include quantitative measures of assets, liabilities and certain off-balance sheet items, subject to qualitative judgments by regulators regarding components, risk weightings and other factors. If we fail to meet these minimum capital guidelines and other regulatory requirements, our business and financial condition will be materially and adversely affected. If a financial holding company fails to maintain well-capitalized status under the regulatory framework, or is deemed not well managed under regulatory exam procedures, or if it experiences certain regulatory violations, its status as a financial holding company and its related eligibility for a streamlined review process for acquisition proposals, and its ability to offer certain financial products, may be compromised and its financial condition and results of operations could be adversely affected.

 

In addition, the Basel Committee on Banking Supervision published Basel IV in December 2017. Basel IV significantly revises the Basel capital framework, and the impact on us will depend on the way the revisions are implemented in the U.S. See the “Supervision and Regulation – Capital Adequacy” discussion in Item 1. Business of this Form 10-K for additional information related to the Basel III Capital Rules and Basel IV.

 

The resolution of pending litigation and regulatory proceedings, if unfavorable, could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects.

We face legal risks in our businesses, and the volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings against financial institutions remain high. Substantial legal liability or significant regulatory action against us could have material adverse financial effects or cause significant reputational harm to us, which in turn could seriously harm our business prospects. For further information relating to our legal risk, see Note 24 - “Commitments & Contingencies”, to the Consolidated Financial Statements in the Annual Report on this Form 10-K.

 

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

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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. 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, and, in the case of EVERTEC, could adversely affect the value of our investment in EVERTEC.

 

RISKS RELATING TO OUR OPERATIONS

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 and in the use of digital channels by our customers as a result of the COVID-19 pandemic.

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, 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 and Popular’s 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. We have been the target of phishing attacks in the past, targeting both our customers and employees through brand and email impersonation, that have compromised the email accounts of certain of our customers and employees. 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. Furthermore, increased use of remote access and third-party video conferencing solutions during the COVID-19

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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.

 

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. Denial-of-service disrupts services available to our customers through our on-line banking system. Computer intrusion attempts 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. Additionally, cyber-security risks have been recently exacerbated by the discovery of zero-day vulnerabilities in widely distributed third party software, as seen in the Apache log4j vulnerability reported in December 2021, which could affect Popular’s or any of its service provider’s systems. Recent events 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, 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 this Form 10-K. 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

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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.

 

We rely on other companies to provide key components of our business infrastructure.

Third parties provide key components of our business operations such as data processing, information security, recording and monitoring transactions, online banking interfaces and services, Internet connections and network access. The most important of these third-party service providers for us is EVERTEC, and certain risks particular to EVERTEC are discussed below under “Risks Relating to Our Relationship with EVERTEC.” While we select third-party vendors carefully, we do not control their actions and we may also be subject to long-term contracts with certain of these vendors (including EVERTEC) that, for example, limit our ability to replace these vendors. Any problems caused by these third parties, including those resulting from disruptions in services provided by a vendor, breaches of a vendor’s systems, failure of a vendor to handle current or higher volumes, failure of a vendor to provide services for any reason or poor performance of services, or failure of a vendor to notify us of a reportable event, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us. Replacing these third-party vendors, when possible, could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations. In addition, the assessment and management by financial institutions of the risks associated with third party vendors have been subject to greater regulatory scrutiny. We expect to incur additional costs and expenses in connection with our oversight of third-party relationships, especially those involving significant banking functions, shared services or other critical activities. Our failure to properly manage risks associated to our third-party relationships could result in potential liability to clients and customers, fines, penalties or judgments imposed by our regulators, increased operating expenses and harm to our reputation, any of which could materially and adversely affect us.

 

Unforeseen or catastrophic events, including extreme weather events and other natural disasters, man-made disasters, acts of violence or war, or the emergence of pandemics or epidemics, could cause a disruption in our operations or other consequences that could have a material adverse effect on our financial condition and results of operations. Climate change could also have a material adverse impact on our business operations and that of our clients and customers.

The occurrence of unforeseen or catastrophic events in the markets in which we do business, including extreme weather events and other natural disasters, man-made disasters, acts of violence or war, or the emergence of pandemics could cause a disruption in our operations and have a material adverse effect on our financial condition and results of operations. A significant portion of our operations are located in Puerto Rico, the USVI and BVI, a region susceptible to hurricanes, earthquakes and other similar events. For example, in 2017, our operations in Puerto Rico, the USVI and BVI were significantly disrupted by the impact of Hurricanes Irma and Maria. In January 2020, Puerto Rico was impacted by a magnitude 6.4 earthquake which caused island-wide power outages and significant damage to infrastructure and property in the southwest region of the island. Future natural disasters

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can again cause disruption to our operations and could have a material adverse effect on our business, financial condition or results of operations. We maintain insurance against natural disasters including coverage for lost profits and extra expense; however, there is no insurance against the disruption that a catastrophic natural disaster could produce to the markets that we serve and the potential negative impact to economic activity. Further, future natural disasters in any of our market areas could adversely impact the ability of borrowers to timely repay their loans and may further adversely impact the value of any collateral held by us. Man-made disasters, pandemics, epidemics and other events connected with the regions in which we operate could have similar effects. The frequency, severity and impact of future hurricanes, earthquakes, pandemics, epidemics and other similar events are difficult to predict. Any actual or threatened war, terrorist activity, geopolitical events or other acts of violence, both in the markets in which we do business or globally, could result in economic disruption, heightened volatility in financial markets and diminished consumer, business and investor confidence, among others, adversely impacting our business, financial condition and results of operation.

 

Furthermore, we operate in regions, countries and communities where our business and the activities and operations of our clients and customers may be further disrupted by global climate change. Potential physical risks from climate change include the increase in the frequency and severity of weather events, such as storms and hurricanes, and long-term shifts in climate patterns, such as sustained higher and lower temperatures, sea level rise, heat waves and droughts, among others. These events may cause disruptions in our business and operations and the destruction of our properties and assets. Furthermore, these severe weather events may also disrupt the businesses and operations of our clients and customers and damage the properties and assets of our borrowers, adversely affecting the financial condition of our clients and customers and the value of any collateral held by us. Losses resulting from these disasters and severe weather events may make it more difficult for our borrowers to timely repay their loans. If these events occur, we may experience a decrease in the value of our loan portfolio and our revenue, and may incur in additional operational expenses, each of which could have a material adverse effect on our financial condition and results of operations. Additionally, the impact of climate change in the markets that we operate and in other global markets may have the effect of increasing the costs or reducing the availability of insurance needed for our business operations. Climate change may also create transitional risks resulting from a shift to a low-carbon economy. These transition risks, which we may be subject to, may include changes in the legal and regulatory landscape, technology, consumer sentiment and preferences, and market demands that seek to mitigate the effects of climate change. These climate driven changes could have a material adverse impact on asset values and on our business and financial performance and those of our clients and customers.

 

risks related to acquisition transactions

 

Potential acquisitions of businesses or loan portfolios could increase some of the risks that we face, and may be delayed or prohibited due to regulatory constraints.

To the extent permitted by our applicable regulators, we may pursue strategic acquisition opportunities. Acquiring other banks or businesses, however, involves various risks commonly associated with acquisitions, including, among other things, potential exposure to unknown or contingent liabilities of the target company, exposure to potential asset quality issues of the target company, potential disruption to our business, the possible loss of key employees and customers of the target company, and difficulty in estimating the value of the target company. If in connection with an acquisition we pay a premium over book or market value, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction. Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition could have a material adverse effect on our business, financial condition and results of operations.

 

Similarly, acquiring loan portfolios involves various risks. When acquiring loan portfolios, management makes various assumptions and judgments about the collectability of the loans, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of secured loans. In estimating the extent of the losses, we analyze the loan portfolio based on historical loss experience, volume and classification of loans, volume and trends in delinquencies and nonaccruals, local economic conditions, and other pertinent information. If our assumptions are incorrect, however, our actual losses could be higher than estimated and increased loss reserves may be needed to respond to different economic conditions or adverse developments in the acquired loan portfolios, which would negatively affect our operating results.

 

Finally, certain acquisitions by financial institutions, including us, are subject to approval by a variety of federal and state regulatory agencies. Regulatory approvals could be delayed, impeded, restrictively conditioned or denied due to existing or new

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regulatory issues we have. We may fail to pursue, evaluate or complete strategic and competitively significant acquisition opportunities as a result of our inability, or perceived or anticipated inability, to obtain regulatory approvals in a timely manner, under reasonable conditions or at all. Difficulties associated with potential acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations.

 

RISKS RELATING TO OUR RELATIONSHIP WITH EVERTEC

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 “Current 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. The term of the Current MSA extends until September 30, 2025. Under the Current MSA, we also granted EVERTEC a right of first refusal over certain services or products and development projects related to the services thereunder provided. We also entered into several other agreements, generally coterminous with the Current MSA, pursuant to which BPPR agreed to sponsor EVERTEC as an independent sales organization with respect to certain credit card associations, agreed to certain exclusivity and non-solicitation restrictions with respect to merchant services (the “Current ISO Agreement”), and agreed to support the ATH brand and network (the “Current ATH Agreement”), among other matters. As a result, we are 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 Current MSA, we have 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. 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 Current MSA, including the failure to meet the service levels provided for therein, may not fully compensate us for the damages we may suffer as a result of such breach.

 

As previously announced and as described in our Current Report on Form 8-K filed with the SEC on February 24, 2022, on February 24, 2022, we and BPPR entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which we agreed to purchase from EVERTEC certain information technology and related assets used by EVERTEC to service certain of BPPR’s key channels (the “Acquired Assets”) under the Current MSA and assume certain liabilities relating thereto (the “EVERTEC Transaction”). Upon consummation of the EVERTEC Transaction (the “EVERTEC Transaction Closing”), the parties to the EVERTEC Transaction will enter into certain commercial agreements, including an amendment and restatement of the Current MSA in substantially the form attached to the Purchase Agreement (the “Second A&R MSA”). A copy of the form of the Second A&R MSA is included in Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on February 24, 2022. The term of the Second A&R MSA will expire on September 30, 2028, which would be a three-year extension of the term of the Current MSA. In addition, upon the EVERTEC Transaction Closing, the term of the Current ISO Agreement will be extended for a ten-year period and the term of the Current ATH Agreement will be extended for a five-year period. These extensions would prolong the duration of time during which we will be exposed to operational, cybersecurity and business risks arising out of our relationship with EVERTEC. However, we would no longer be subject to the exclusivity obligations of the Current MSA, nor would EVERTEC have the right of first refusal with respect to certain services or products and development projects that it has under the Current MSA. As a result, we expect that the scope of services for which we are dependent on EVERTEC will decrease following the EVERTEC Transaction Closing, subject to the successful completion of the EVERTEC Transaction and the risk factors related thereto (as discussed below).

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Popular faces significant and increasing competition in the rapidly evolving financial services industry. 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 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. These enhancements and new products and services require the delivery of technology services by EVERTEC pursuant to the Current MSA, 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. This dependence will continue following the EVERTEC Transaction Closing, but the completion of the EVERTEC Transaction is expected to improve our ability to manage and control the development of the customer channels supported by the Acquired Assets and would eliminate certain provisions of the Current MSA that currently require us to use EVERTEC to develop and implement new or enhanced products and services, including with respect to such customer channels.

 

Some of our competitors rely on financial services technology and outsourcing companies that are much larger than EVERTEC and that may have better technological capabilities and product offerings. 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, however, 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 Current MSA (or if the Evertec Transaction Closing occurs, 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 EVERTEC Transaction Closing is expected to result in a narrowing of the scope of services which we are dependent on EVERTEC to obtain and in releasing us from exclusivity restrictions that limit our ability to engage other third-party providers of financial technology services, it would also result in extensions of certain existing commercial agreements with EVERTEC and, as a result, would prolong 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, even where such a switch can be accomplished without violating our contractual obligations to EVERTEC. 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 Current MSA (or, following the EVERTEC Transaction Closing, the Second A&R MSA) and related agreements or (ii) earlier upon the occurrence of an early termination thereunder (or, following the EVERTEC Transaction Closing, 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 Current MSA (or, following the EVERTEC Transaction Closing, 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 Current MSA (or, following the EVERTEC Transaction Closing, the Second A&R MSA), delaying and lengthening any transition process away from EVERTEC while increasing related costs.

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Under the Current MSA, we are required to provide written notice of non-renewal no less than one year prior to the relevant termination date avoid an automatic three-year renewal. Following the EVERTEC Transaction Closing, the automatic renewal of the Current MSA would be eliminated and we will be able to terminate services under the Second A&R MSA for convenience with 180 day prior notice. We would 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 Current MSA (or, following the EVERTEC Transaction Closing, 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.

The value of our remaining ownership interest in EVERTEC, and the revenues we derive from EVERTEC, could be materially reduced if we decided not to renew our agreements with EVERTEC or were to terminate them before the expiration of their term. The EVERTEC Transaction could also result in a material reduction in the value of our ownership interest in EVERTEC, will eliminate our rights to nominate directors to EVERTEC’s board of directors and is expected to result in the elimination of the income we report from this investment.

We continue to have a 16.19% ownership interest in EVERTEC (though this interest would be reduced to approximately 10.5% upon the EVERTEC Transaction Closing) and account for this investment under the equity method. As a result, we include our investment in EVERTEC in other assets and our proportionate share of income or loss is included in other operating income in our consolidated statements of operations. For 2021, our share of EVERTEC’s changes in equity recognized in income was $26 million. The carrying value of our investment in EVERTEC was, as of December 31, 2021, approximately $110 million. Meanwhile, the services EVERTEC delivers to us represent a significant portion of EVERTEC’s revenues (approximately 41% for 2021). As a result, if we were not to renew the MSA and our other current agreements with EVERTEC, or otherwise terminate them before the end of their terms, EVERTEC’s financial position and results of operations could be materially adversely affected and the value of our remaining ownership interest in EVERTEC, and the income we report from this investment, may be materially reduced. Furthermore, revenue from EVERTEC’s merchant acquiring business, which constitutes approximately 24% of EVERTEC’s revenues, depends, in part, on EVERTEC’s alliance with BPPR. If such relationship were to suffer, or be terminated, EVERTEC’s business may be adversely affected.

 

Future sales of our EVERTEC common stock, or the perception that these sales could occur, could also adversely affect the market price of EVERTEC common stock and thus the value we may be able to realize on the sale of our remaining holdings. In particular, in connection with the EVERTEC Transaction, we have agreed to enter into a Registration Rights and Sell-Down Agreement at the EVERTEC Transaction Closing, pursuant to which we will be required to use commercially reasonable efforts to sell to third parties a sufficient number of our shares of EVERTEC common stock so as to reduce our ownership of shares of EVERTEC common stock to no more than 4.99% of the total number of shares of EVERTEC common stock outstanding within ninety days of the EVERTEC Transaction Closing. In addition, the Registration Rights and Sell-Down Agreement provides that any shares of EVERTEC common stock we own in excess of 4.5% at the end of such ninety day period will be converted into shares of EVERTEC non-voting preferred stock that convert back into common stock when transferred in a widespread public distribution or in certain other qualifying transfers.

 

The market price of EVERTEC common stock—and thus, the value we may be able to realize on the sale of our remaining holdings—could be negatively affected by the announcement of the EVERTEC Transaction, the fact that we would be disposing of shares of EVERTEC common stock representing at least approximately 5.7% of the total outstanding shares of EVERTEC common stock at the EVERTEC Transaction Closing, as well as by the perception that further sales by us could occur as contemplated by the Registration Rights and Sell-Down Agreement, among other factors. Furthermore, the termination of the existing Stockholder Agreement between Popular and EVERTEC, which will result in the elimination of Popular’s rights to nominate two directors to EVERTEC’s board of directors, among other rights, and Popular’s commitment under the Registration Rights and Sell-Down Agreement to reduce, within ninety days of the EVERTEC Transaction Closing, its ownership of shares of EVERTEC common stock to no more than 4.99% of the total number of shares of EVERTEC common stock outstanding, is expected to eliminate Popular’s earnings from its equity investment in Evertec and subject the valuation of any remaining stake in Evertec to mark-to-market accounting and consequent exposure to market risk.

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The proposed EVERTEC Transaction is subject to closing conditions.

The EVERTEC Transaction Closing is subject to various conditions including, among others, (i) regulatory approvals, (ii) the absence of certain legal proceedings, (iii) completion of a network segmentation project with respect to the Acquired Assets and certain other migration and technology projects relating to BPPR’s post-closing operation of the Acquired Assets, (iv) the occurrence of specified events that would materially and adversely affect the ability of the parties to comply with certain of their obligations under existing commercial agreements, and (v) certain other customary conditions. Additionally, the Evertec Transaction Closing is subject to Popular receiving a non-control determination from the Board of Governors of the Federal Reserve System with respect to EVERTEC, which is expected to be conditioned upon, among other things, Popular terminating the existing Stockholder Agreement between Popular and EVERTEC and Popular reducing, within ninety days of the EVERTEC Transaction Closing, its ownership of shares of EVERTEC common stock to no more than 4.99% of the total number of shares of EVERTEC common stock outstanding. We may not receive the required non-control determination, or other conditions to closing may not be met, or they may not be met in a timely manner, which may affect our ability to complete the transaction in a timely manner, or at all, or the regulatory clearances may be received subject to terms, conditions or restrictions that may cause a failure of the closing conditions set forth in the Asset Purchase Agreement, could have a material detrimental impact on the Acquired Assets and/or could significantly diminish the benefits of the EVERTEC Transaction.

 

We are subject to additional risks relating to the pending EVERTEC Transaction.

There are numerous additional risks and uncertainties associated with the EVERTEC Transaction, including:

we may incur significant transaction costs in connection with the EVERTEC Transaction, which costs may exceed those currently anticipated;

unforeseen events, including the COVID-19 pandemic, may delay or prevent the completion of the EVERTEC Transaction or materially diminish the expected benefits of the EVERTEC Transaction;

the parties to the Asset Purchase Agreement may terminate the Asset Purchase Agreement under certain circumstances;

we will be required to devote significant attention and resources to the integration of the Acquired Assets, both in the form of preparatory efforts that occur prior to the EVERTEC Transaction Closing as well as post-closing implementation and integration efforts, and such efforts will involve a significant degree of technological complexity and reliance on EVERTEC and other third parties, including with respect to the receipt of any necessary consents to transfer third-party vendor licenses (or obtain new such licenses) and the post-closing set-up of developer tools required to manage the Acquired Assets;

we may be unable to retain the employees and third-party contractors expected to be 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 or in a manner that meets BPPR’s requirements, the core application programming interfaces (APIs) that EVERTEC has committed to develop (subject to the scope and timeline provided by an independent third-party) in order for BPPR to connect the Acquired Assets (and any future enhancements or substitute channel applications thereto) to existing EVERTEC Group core applications, which is expected to enable BPPR’s ability to enhance and innovate in such channels in the future;

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;

resources from Popular and EVERTEC may be diverted from other critical Popular projects to complete the EVERTEC Transaction, while EVERTEC’s strategy and investments after the EVERTEC Transaction Closing may be refocused away from Popular towards other strategic initiatives;

we may be unable to successfully execute the EVERTEC Transaction and, as a result, may fail to realize the anticipated benefits of the EVERTEC Transaction in the intended timeframe, or at all; and

we may not be able to execute the contemplated sell down of EVERTEC shares or otherwise receive any required regulatory approvals to effect a return to shareholders, via common stock repurchases, of any after-tax gains resulting from such sale.

 

Any of the foregoing risks and uncertainties could have a material adverse effect on our earnings, cash flows, financial condition, and/or stock price.

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RISKS RELATING TO AN INVESTMENT IN OUR SECURITIES

 

Dividends on our Common Stock and Preferred Stock may be suspended and stockholders may not receive funds in connection with their investment in our Common Stock or Preferred Stock without selling their shares.

Holders of our Common Stock and Preferred Stock are only entitled to receive such dividends as our Board of Directors may declare out of funds legally available for such payments. During 2009, we suspended dividend payments on our Common Stock and Preferred Stock. We resumed payment of dividends on our Preferred Stock in December 2010 and on our Common Stock in October 2015. There can be no assurance that any dividends will be declared on the Preferred Stock or Common Stock in any future periods.

 

This could adversely affect the market price of our Common Stock and Preferred Stock. Also, we are a bank holding company and our ability to declare and pay dividends is dependent on certain Federal regulatory considerations, including the guidelines of the Federal Reserve Board regarding capital adequacy and dividends. It is Federal Reserve Board policy that bank holding companies should pay dividends on common stock only out of the net income available to common stock over the past year and only if the prospective rate of earnings retention appears consistent with the organization’s current and expected future capital needs, asset quality and overall financial condition.

 

In addition, the terms of our outstanding junior subordinated debt securities held by trusts that have issued trust preferred securities, prohibit us from declaring or paying any dividends or distributions on our capital stock, including our Common Stock and Preferred Stock, or from purchasing, acquiring, or making a liquidation payment on such stock, if we have given notice of our election to defer interest payments but the related deferral period has not yet commenced or a deferral period is continuing.

 

Accordingly, stockholders may have to sell some or all of their shares of our Common Stock or Preferred Stock in order to generate cash flow from their investment. Stockholders may not realize a gain on their investment when they sell the Common Stock or Preferred Stock and may lose the entire amount of their investment.

 

Certain of the provisions contained in our Certificate of Incorporation have the effect of making it more difficult to change the Board of Directors, and may make the Board of Directors less responsive to stockholder control.

Until our existing classified Board of Directors structure is fully phased out beginning with our 2023 annual meeting of stockholders, our certificate of incorporation provides that the members of the Board of Directors are divided into three classes. At the 2021 annual meeting of stockholders, one-third of the members of the Board of Directors was elected for a term expiring at the 2022 annual meeting of stockholders, at the 2022 annual meeting of stockholders, two-thirds of the members of the Board of Directors will be elected for a term expiring at the 2023 annual meeting of stockholders, and thereafter directors will be elected annually. Therefore, until our 2022 annual meeting of stockholders, control of the Board of Directors cannot be changed in one year, and at least two annual meetings must be held before a majority of the members of the Board of Directors can be changed. Our certificate of incorporation also provides that a director, or the entire Board of Directors, may be removed by the stockholders only for cause by a vote of at least two -thirds of the combined voting power of the outstanding capital stock entitled to vote for the election of directors. These provisions have the effect of making it more difficult to change the Board of Directors, and may make the Board of Directors less responsive to stockholder control. These provisions also may tend to discourage attempts by third parties to acquire Popular because of the additional time and expense involved and a greater possibility of failure, and, as a result, may adversely affect the price that a potential purchaser would be willing to pay for the capital stock, thereby reducing the amount a stockholder might realize in, for example, a tender offer for our capital stock.

 

For further information of other risks faced by Popular please refer to the MD&A section of the Annual Report on Form 10-K.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

39

 

As of December 31, 2021, BPPR operated 169 branches, of which 67 were owned and 102 were leased premises, and PB operated 39 branches of which 3 were owned and 36 were on leased premises. Also, the Corporation had 616 ATMs operating in Puerto Rico, 23 in Virgin Islands and 91 in the U.S. Mainland. On October 27, 2020, Popular Bank authorized and approved a strategic realignment of its New York Metro branch network that resulted in eleven (11) branch closures and related staffing reductions. The branch closures were completed on January 29, 2021. Refer to additional information on Management’s Discussion and Analysis included in this Form 10-K. The principal properties owned by Popular for banking operations and other services are described below. Our management believes that each of our facilities is well maintained and suitable for its purpose.

Puerto Rico

Popular Center, the twenty-story Popular and BPPR headquarters building, located at 209 Muñoz Rivera Avenue, Hato Rey, Puerto Rico.

Popular Center North Building, a three-story building, on the same block as Popular Center.

Popular Street Building, a parking and office building located at Ponce de León Avenue and Popular Street, Hato Rey, Puerto Rico.

Cupey Center Complex, one building, three-stories high, two buildings, two-stories high each, and two buildings three-stories high each located in Cupey, Río Piedras, Puerto Rico.

Old San Juan Building, a twelve-story structure located in Old San Juan, Puerto Rico.

Guaynabo Corporate Office Park Building, a two-story building located in Guaynabo, Puerto Rico.

Altamira Building, a nine-story office building located in Guaynabo, Puerto Rico.

El Señorial Center, a four-story office building and a two-story branch building located in Río Piedras, Puerto Rico.

Ponce de León 167 Building, a five-story office building located in Hato Rey, Puerto Rico.

U.S. & British Virgin Islands

BPPR Virgin Islands Center, a three-story building located in St. Thomas, U.S. Virgin Islands.

Popular Center -Tortola, a four-story building located in Tortola, British Virgin Islands.

 

ITEM 3. LEGAL PROCEEDINGS

 

For a discussion of Legal proceedings, see Note 24, “Commitments and Contingencies”, to the Consolidated Financial Statements in the Annual Report in this Form 10-K.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

Popular’s Common Stock is traded on the NASDAQ Global Select Market under the symbol “BPOP”.

 

During 2021, the Corporation declared cash dividends in the total amount of $1.75 per common share outstanding, for an aggregate amount of $ 142.3 million. The Common Stock ranks junior to all series of Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of Popular. Our ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, the Common Stock is subject to certain restrictions in the event that Popular fails to pay or set aside full

40

 

dividends on the Preferred Stock for the latest dividend period.

 

On September 9, 2021, the Corporation completed an accelerated share repurchase (“ASR”) program for the repurchase of an aggregate $350 million of Popular’s common stock. Under the terms of the accelerated share repurchase agreement (the “ASR Agreement”), on May 4, 2021, the Corporation made an initial payment of $350 million and received an initial delivery of 3,785,831 shares of Popular’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 shareholders’ equity approximately $280 million in treasury stock and $70 million as a reduction in capital surplus. Upon the final settlement of the ASR Agreement, the Corporation received an additional 828,965 shares and recognized $61 million as treasury stock with a corresponding increase in its capital surplus account. The Corporation repurchased a total of 4,614,796 shares at an average purchase price of $75.84 under the ASR Agreement.

 

On May 27, 2020, the Corporation completed a $500 million ASR with respect to its common stock. On March 19, 2020 (the “early termination date”), the dealer counterparty to the ASR exercised its right under the ASR agreement to terminate the transaction because the trading price of the Corporation’s common stock fell below a specified level due to the effects of the COVID-19 pandemic on the global markets. As a result of such early termination, the final settlement of the ASR, which was originally expected to occur during the fourth quarter of 2020, occurred during the second quarter of 2020. Under the ASR, the Corporation prepaid $500 million and received from the dealer counterparty an initial delivery of 7,055,919 shares of common stock on February 3, 2020. As part of the final settlement of the ASR, the Corporation received an additional 4,763,216 shares of common stock after the early termination date. In total, the Corporation repurchased 11,819,135 shares at an average price per share of $42.3043 under the ASR. The Corporation accounted for the ASR as a treasury stock transaction. This transaction increased by $2.20 the Corporation’s tangible book value per share.

 

Additional information concerning legal or regulatory restrictions on the payment of dividends by Popular, BPPR and PB is contained under the caption “Regulation and Supervision” in Item 1 herein.

 

As of February 24, 2022, Popular had 6,645 stockholders of record of the Common Stock, not including beneficial owners whose shares are held in record names of brokers or other nominees. The last sales price for the Common Stock on that date was $87.13 per share.

 

Preferred Stock

 

Popular has 30,000,000 shares of authorized Preferred Stock that may be issued in one or more series, and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series. Popular’s Preferred Stock issued and outstanding at December 31, 2021 consisted of:

 

885,726 shares of 6.375% non-cumulative monthly income Preferred Stock, Series A, no par value, liquidation preference value of $25 per share.

 

All series of Preferred Stock are pari passu. Dividends on each series of Preferred Stock are payable if declared by our Board of Directors. Our ability to declare and pay dividends on the Preferred Stock is dependent on certain Federal regulatory considerations, including the guidelines of the Federal Reserve Board regarding capital adequacy and dividends. The Board of Directors is not obligated to declare dividends and dividends do not accumulate in the event they are not paid.

Monthly dividends on the Preferred Stock amounted to a total of $1.4 million for the year 2021. There can be no assurance that any dividends will be declared on the Preferred Stock in any future periods.

 

Dividend Reinvestment and Stock Purchase Plan

 

Popular offers a dividend reinvestment and stock purchase plan for our stockholders that allows them to reinvest their dividends in shares of the Common Stock at a 5% discount from the average market price at the time of the issuance, as well as purchase shares of Common Stock directly from Popular by making optional cash payments at prevailing market prices.

 

Equity Based Plans

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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. As of December 31, 2021, the maximum number of shares of common stock remaining available for future issuance under this plan was 3,677,820. For information about the securities remaining available for issuance under our equity-based plans, refer to Part III, Item 12.

 

Purchases of Equity Securities

 

The following table sets forth the details of purchases of Common Stock by the Corporation during the quarter ended December 31, 2021:

 

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

Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs

October 1 – October 31

742

$77.67

-

-

November 1 – November 30

-

-

-

-

December 1 – December 31

210

83.81

-

-

Total December 31, 2021

952

$79.03

-

-

(1) Includes 952 shares of common stock acquired by the Corporation 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.

 

Equity Compensation Plans

 

For information about our equity compensation plans, refer to Part III, Item 12.

 

Stock Performance Graph (1)

 

The graph below compares the cumulative total stockholder return during the measurement period with the cumulative total return, assuming reinvestment of dividends, of the Nasdaq Bank Index and the Nasdaq Composite Index.

 

The cumulative total stockholder return was obtained by dividing (i) the cumulative amount of dividends per share, assuming dividend reinvestment since the measurement point, December 31, 2016, plus (ii) the change in the per share price since the measurement date, by the share price at the measurement date.

42

 

COMPARISON OF FIVE YEAR CUMULATIVE RETURN

Total Return of December 31

December 31, 2016 =100

 

Picture 3

 

 

 

(1) Unless Popular specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

ITEM 6. [RESERVED]

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The information required by this item included in this Form 10-K, commencing on page 53.

 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The information regarding the market risk of our investments appears under the caption “Risk Management”, on page 78 within Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.

 

43

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The information required by this item appears in under the caption “Statistical Summaries” on pages 106 to 108 included in this Form 10-K.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not Applicable.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our 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, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by Popular in the reports that we file or submit under the Exchange Act and such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosures.

 

Assessment on Internal Control over Financial Reporting

 

The information under the captions “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” are located in pages 109 and 110 in this Form 10-K.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our 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 on December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information contained under the captions “Security Ownership of Certain Beneficial Owners and Management”, “Delinquent Section 16(a) Reports”, “Corporate Governance”, “Nominees for Election as Directors and Other Directors” and “Executive Officers” in the Proxy Statement are incorporated herein by reference. The Board has adopted a Code of Ethics to be followed by our employees, officers (including the Chief Executive Officer, Chief Financial Officer and Corporate Comptroller) and

44

 

directors to achieve conduct that reflects our ethical principles. The Code of Ethics is available on our website at www.popular.com. We will post on our website any amendments to the Code of Ethics or any waivers from a provision of Code of Ethics granted to the Chief Executive Officer, Chief Financial Officer, or Principal Accounting Officer.

 

ITEM 11. EXECUTIVE COMPENSATION

The information in the Proxy Statement under the caption “Executive and Director Compensation,” including the “Compensation Discussion and Analysis,” the “2021 Executive Compensation Tables and Compensation Information” and the “Compensation of Non-Employee Directors,” and under the caption “Committees of the Board – Talent and Compensation Committee – Talent and Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 

The information under the captions “Principal Shareholders” and “Shares Beneficially Owned by Directors and Executive Officers” in the Proxy Statement is incorporated herein by reference.

 

The following tables sets forth information as of December 31, 2021 regarding securities remaining available for issuance to directors and eligible employees under our equity-based compensation plans.

 

 

 

 

Plan Category

Plan

Number of Securities

Remaining Available

for Future Issuance

Under Equity Compensation

Plan

Equity compensation plan approved by security holders

2020 Omnibus Incentive Plan

3,677,820

Total

 

3,677,820

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information under the caption “Board of Directors’ Independence” and “Certain Relationships and Transactions” in the Proxy Statement is incorporated herein by reference.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Information regarding principal accountant fees and services is set forth under Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm in the Proxy Statement, which is incorporated herein by reference.

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a). The following financial statements and reports are included on pages 110 through 261 in this Form10K.

 

(1) Financial Statements

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

 

45

 

Consolidated Statements of Financial Condition as of December 31, 2021 and 2020

 

Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2021

 

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2021

 

Consolidated Statements of Changes in Stockholders’ Equity for each of the years in the three-year period ended December 31, 2021

 

Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, 2021

 

Notes to Consolidated Financial Statements

 

(2) Financial Statement Schedules: No schedules are presented because the information is not applicable or is included in the Consolidated Financial Statements described in (a) (1) above or in the notes thereto.

 

(3) Exhibits

 

ITEM 16. FORM 10-K SUMMARY

 

None.

 

The exhibits listed on the Exhibits Index below are filed herewith or are incorporated herein by reference.

46

 

Exhibit Index

 

 

 

 

 

 

2.1

Agreement and Plan of Merger dated as of June 30, 2010, among Popular, Inc., AP Carib Holdings Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K dated July 1, 2010 and filed on July 8, 2010).

 

 

2.2

Second Amendment to the Agreement and Plan of Merger, dated as of August 8, 2010, among Popular, Inc., EVERTEC, Inc., AP Carib Holdings, Ltd. and Carib Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K dated August 8, 2010 and filed on August 12, 2010).

 

 

2.3

Third Amendment to the Agreement and Plan of Merger, dated as of September 15, 2010, among Popular, Inc., EVERTEC, Inc., AP Carib Holdings, Ltd. And Carib Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8- K dated September 15, 2010 and filed on September 21, 2010).

 

 

2.4

Fourth Amendment to the Agreement and Plan of Merger, dated as of September 30, 2010, among Popular, Inc., EVERTEC, Inc., AP Carib Holdings, Ltd. and Carib Acquisition, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8- K dated September 30, 2010 and filed on October 6, 2010).

 

 

3.1

Restated Certificate of Incorporation of Popular, Inc. (incorporated by reference to Exhibit 3.1 of the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).

 

3.2

Amended and Restated Bylaws of Popular, Inc. (incorporated by reference to Exhibit 3.1 of Popular, Inc.’s Current Report on Form 8-K dated and filed on January 2, 2020).

 

 

4.1

Specimen of Physical Common Stock Certificate of Popular, Inc. (incorporated by reference to Exhibit 4.1 of Popular, Inc.’s Current Report on Form 8-K dated May 29, 2012 and filed on May 30, 2012).

 

 

4.2

Certificate of Designation of Popular, Inc.’s 6.375% Non-Cumulative Monthly Income Preferred Stock, 2003 Series A (incorporated by reference to Exhibit 3.3 of Popular, Inc.’s Form 8-A filed on February 25, 2003).

 

 

4.3

Form of certificate representing Popular, Inc.’s 6.375% Non-Cumulative Monthly Income Preferred Stock, 2003 Series A (incorporated by reference to Exhibit 4.1 of Popular, Inc.’s Form 8-A filed on February 25, 2003).

 

 

4.4

Senior Indenture of Popular, Inc., dated as of February 15, 1995, as supplemented by the First Supplemental Indenture thereto, dated as of May 8, 1997, each between Popular, Inc. and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(d) to the Registration Statement on Form S-3, File No. 333-26941, of Popular, Inc., Popular International Bank, Inc., and Popular North America, Inc., filed on May 12, 1997).

 

 

4.5

Second Supplemental Indenture of Popular, Inc., dated as of August 5, 1999, between Popular, Inc. and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(e) to Popular, Inc.’s Current Report on Form 8-K dated August 5, 1999 and filed on August 17, 1999).

 

 

4.6

Subordinated Indenture of Popular, Inc., dated as of November 30, 1995, between Popular, Inc. and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(e) to the Registration Statement on Form S-3, File No. 333- 26941, of Popular, Inc., Popular International Bank, Inc. and Popular North America, Inc., filed on May 12, 1997).

47

 

 

 

4.7

Senior Indenture of Popular North America, Inc., dated as of October 1, 1991, as supplemented by the First Supplemental Indenture thereto, dated as of February 28, 1995, and by the Second Supplemental Indenture thereto, dated as of May 8, 1997, each among Popular North America, Inc., Popular, Inc., as guarantor, and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(f) to the Registration Statement on Form S-3, File No. 333-26941, of Popular, Inc., Popular International Bank, Inc. and Popular North America, Inc., filed on May 12, 1997).

 

 

4.8

Third Supplemental Indenture of Popular North America, Inc., dated as of August 5, 1999, among Popular North America, Inc., Popular, Inc., as guarantor, and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(h) to Popular, Inc.’s Current Report on Form 8-K, dated August 5, 1999, as filed on August 17, 1999).

 

4.9

Junior Subordinated Indenture of Popular, Inc., dated as of October 31, 2003, between Popular, Inc. and The Bank of New York Mellon, as successor trustee (incorporated by reference to Exhibit 4.2 of Popular, Inc.’s Current Report on Form 8-K, dated October 31,2003 and filed on November 4, 2003).

 

 

4.10

Description of Popular, Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act. (1)

 

 

10.1

Amended and Restated Master Services Agreement, dated as of September 30, 2010, among Popular, Banco Popular de Puerto Rico and EVERTEC, Inc. (incorporated by reference to Exhibit 99.1 of Popular, Inc.’s Current Report on Form 8-K dated and filed on October 14, 2011).

 

 

10.2

Technology Agreement, dated as of September 30, 2010, between Popular, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 99.4 of Popular, Inc.’s Current Report on Form 8-K dated September 30, 2010 and filed on October 6, 2010).

 

 

10.3

Stockholder Agreement, dated as of April 17, 2012, among Carib Latam Holdings, Inc., and each of the holders of Carib Latam Holdings, Inc. (incorporated by reference to Exhibit 99.1 of Popular, Inc.’s Current Report on Form 8-K dated April 17, 2012 and filed on April 23, 2012).

 

 

10.4

Popular, Inc. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 of Popular, Inc.’s Form S-8 filed on May 12, 2020). *

 

 

10.5

Form of Compensation Agreement for Directors Elected Chairman of a Committee (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). *

 

 

10.6

Form of Compensation Agreement for Directors not Elected Chairman of a Committee (incorporated by reference to Exhibit 10.2 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). *

 

 

10.7

Compensation Agreement for Alejandro M. Ballester as director of Popular, Inc., dated January 28, 2010 (incorporated by reference to Exhibit 10.9 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009). *

 

 

10.8

Compensation Agreement for Carlos A. Unanue as director of Popular, Inc., dated January 28, 2010 (incorporated by reference to Exhibit 10.10 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009). *

 

 

10.9

Compensation Agreement for C. Kim Goodwin as director of Popular, Inc., dated May 10, 2011 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). *

 

 

10.10

Compensation Agreement for Joaquin E. Bacardi, III as director of Popular, Inc., dated April 30, 2013 (incorporated by reference to Exhibit 10.2 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013). *

 

 

10.11

Compensation Agreement for John. W. Diercksen as director of Popular, Inc., dated October 18, 2013 (incorporated by reference to Exhibit 10.13 of Popular, Inc.’s Annual Report on 10-K for the year ended December 31, 2013). *

 

 

 

 

 

 

48

 

 

 

10.12

Form of 2015 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). *

 

 

10.13

Form of 2016 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.27 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015). *

 

 

10.14

Form of Director Compensation Letter, Election Form and Restricted Stock Agreement, effective April 26, 2016 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016). *

 

 

10.15

Form of 2017 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017). *

 

 

10.16

Long-Term Equity Incentive Award and Agreement for Ignacio Alvarez, dated as of June 22, 2017 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly report on Form 10-Q for the quarter ended June 30, 2017). *

 

 

10.17

Form of Popular, Inc. 2018 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018). *

 

 

10.18

Director Compensation Letter, Election Form and Restricted Stock Agreement for Myrna M. Soto, dated June 22, 2018 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). *

 

 

10.19

Director Compensation Letter, Election Form and Restricted Stock Agreement for Robert Carrady, dated December 29, 2018 (incorporated by reference to Exhibit 10.25 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018). *

 

 

10.20

Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement, effective May 7, 2019 (incorporated by reference to Exhibit 10.26 of Popular, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018). *

 

 

10.21

Form of Popular, Inc. 2019 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). *

 

 

10.22

Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Richard L. Carrión, dated July 1, 2019 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Annual Report on Form 10-Q for the quarter ended September 30, 2019). *

 

49

 

10.25

Form of Popular, Inc. 2020 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020). *

 

 

10.26

Form of Director Compensation Election Form and Restricted Stock Unit Award Agreement, effective May 12, 2020 (incorporated by reference to Exhibit 10.2 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020). *

 

 

10.27

Form of Popular, Inc. 2021 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021). *

 

 

10.28

Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Betty DeVita and José R. Rodriguez, effective June 25, 2021 (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021). *

 

 

10.29

Asset Purchase Agreement, dated as of February 24, 2022, among Evertec, Inc. and Evertec Group, LLC, Popular, Inc. and Banco Popular de Puerto Rico (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K dated and filed on February 24, 2022).

 

 

13.1

Popular, Inc.’s Annual Report to Shareholders for the year ended December 31, 2021. (1)

 

 

21.1

Schedule of Subsidiaries of Popular, Inc. (1)

 

 

22.1

Issuers of Guaranteed Securities (1)

 

 

23.1

Consent of Independent Registered Public Accounting Firm. (1)

 

 

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

 

 

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)

 

 

32.1

Certification of Principal Executive Officer 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 of Principal Financial Officer 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. (1)

101.SCH

Inline XBRL 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. Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments) (1)

 

 

(1)

Included herewith

*

This exhibit is a management contract or compensatory plan or arrangement.

Popular, Inc. has not filed as exhibits certain instruments defining the rights of holders of debt of Popular, Inc. not exceeding 10% of the total assets of Popular, Inc. and its consolidated subsidiaries. Popular, Inc. hereby agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of Popular, Inc., or of any of its consolidated subsidiaries.

 

50

 

Financial Review and

Supplementary Information

 

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

53

 

 

 

 

Statistical Summaries

106

 

 

 

 

Report of Management on Internal Control Over Financial Reporting

109

 

 

 

 

Report of Independent Registered Public

Accounting Firm

110

 

 

 

 

Consolidated Statements of Financial Condition as of

December 31, 2021 and 2020

114

 

 

 

 

Consolidated Statements of Operations for the

years ended December 31, 2021, 2020 and 2019

115

 

 

 

 

Consolidated Statements of Comprehensive

Income for the years ended December 31, 2021, 2020 and 2019

116

 

 

 

 

Consolidated Statements of Changes in Stockholders’

Equity for the years ended December 31, 2021, 2020 and 2019

117

 

 

 

 

Consolidated Statements of Cash Flows for the

years ended December 31, 2021, 2020 and 2019

118

 

 

 

 

Notes to Consolidated Financial Statements

120

 

 

 

 

Signatures

264

 

 

 

51

 

Management’s Discussion and

Analysis of Financial Condition

and Results of Operations

 

Forward-Looking Statements

53

 

Overview

54

 

Critical Accounting Policies / Estimates

59

 

Statement of Operations Analysis

65

 

Net Interest Income

65

 

Provision for Credit Losses

68

 

Non-Interest Income

68

 

Operating Expenses

69

 

Income Taxes

70

 

Fourth Quarter Results

70

 

Reportable Segment Results

71

 

Statement of Financial Condition Analysis

73

 

Assets

73

 

Liabilities

74

 

Stockholders’ Equity

75

 

Regulatory Capital

75

 

Risk Management

 

78

 

Market / Interest Rate Risk

78

 

Liquidity

83

 

Enterprise Risk Management

103

 

Adoption of New Accounting Standards and Issued but Not Yet Effective Accounting Standards

105

 

Statistical Summaries

 

 

 

Statements of Financial Condition

106

 

Statements of Operations

107

 

Average Balance Sheet and Summary of Net Interest Income

108

 

52

 

FORWARD-LOOKING STATEMENTS

The information included in this report contains certain 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 pending debt restructuring proceedings under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) and of other actions taken or to be taken to address Puerto 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 the rate of expenditure of such funds, as well as the timeline and implementation of the Plan of Adjustment for the Puerto Rico debt restructuring under Title III of PROMESA; risks related to Popular’s planned acquisition of certain information technology and related assets currently used by EVERTEC, Inc. to service certain of Banco Popular de Puerto Rico’s key channels, as well as the planned entry into amended and restated commercial agreements and the sale or conversion into non-voting of Popular’s ownership stake in Evertec (the “Transaction”), including: the length of time necessary to consummate the Transaction; the ability to satisfy the conditions to the closing thereof; the receipt of any regulatory approvals necessary to effect the Transaction and the contemplated return to shareholders of net gains resulting from a sale of EVERTEC, Inc. shares; the 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.; risks that Popular may be affected by operational 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., as well as the sale or conversion of EVERTEC, Inc. shares owned by Popular; 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; changes in interest rates and market liquidity, which may reduce interest margins, impact funding sources and affect our ability to originate and distribute financial products in the primary and secondary markets; 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

53

 

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 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, enforcement actions and reputational damage resulting from pending or future litigation and regulatory or government investigations or 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 I, Item 3. Legal Proceedings” of the Corporation’s Form 10-K for the year ended December 31, 2021, is inherently uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. The description of the Corporation’s business and risk factors contained in Part I, Items 1 and 1A of the Corporation’s Form 10-K for the year ended December 31, 2021 discusses additional information about the business of the Corporation and the material risk factors and uncertainties to which the Corporation is subject that, in addition to the other information in this report, readers should consider.

 

All forward-looking statements included in this report are based upon information available to the Corporation as of the date of this report, 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.

 

OVERVIEW

 

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 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. Note 37 to the Consolidated Financial Statements presents information about the Corporation’s business segments.

The Corporation has several investments which it accounts for under the equity method. These include the 16.19% interest in EVERTEC, a 15.84% interest in Centro Financiero BHD Leon, S.A. (“BHD Leon”), among other investments in limited partnerships which mainly hold loans and investment securities. EVERTEC provides transaction processing services throughout the Caribbean and Latin America, and also provides to the Corporation core banking and transaction processing and other services. BHD León is a diversified financial services institution operating in the Dominican Republic. For the year ended December 31, 2021, the Corporation recorded approximately $58.3 million in earnings from these investments on an aggregate basis. The carrying amounts of these investments as of December 31, 2021 were $299.0 million. Refer to Note 27 to the Consolidated Financial Statements for additional information.

 

SIGNIFICANT EVENTS

Acquisition of K2 Capital Group LLC

 

On October 15, 2021, Popular Equipment Finance LLC (“PEF”), a newly-formed wholly-owned subsidiary of PB, completed the acquisition of certain assets and the assumption of certain liabilities of Minnesota-based K2 Capital Group LLC’s (“K2”) equipment leasing and financing business (the “Acquired Business”). PEF made a payment to K2 of approximately $157 million in cash, representing a premium of $49 million over the book value of K2’s net assets, which has been recorded as goodwill. An additional approximate $29 million in earnout payments could be payable to K2 over the next three years, contingent upon the achievement of certain agreed-upon financial targets during such period.

54

 

 

Specializing in the healthcare industry, the Acquired Business provides a variety of lease products, including operating and finance leases, and also offers private label vendor finance programs to equipment manufacturers and healthcare organizations. The acquisition provides PB with a national equipment leasing platform that complements its existing healthcare lending business.

 

As part of the transaction, PEF acquired approximately $115 million in net assets that consisted mainly of commercial finance leases. The transaction was accounted for as a business combination. Refer to Note 4 to the Consolidated Financial Statements for additional information.

 

 

Capital Actions

 

2021 Increase in Common Stock Dividend

 

On May 6, 2021, the Corporation’s Board of Directors approved a quarterly cash dividend of $0.45 per share, an increase from the previous $0.40 per share quarterly dividend, on its outstanding common stock. During the year ended December 31, 2021, the Corporation declared cash dividend of $1.75 per common share outstanding ($142.3 million in the aggregate).

 

Accelerated Share Repurchase

 

On September 9, 2021, the Corporation completed its previously announced accelerated share repurchase program for the repurchase of an aggregate $350 million of Popular’s common stock. Under the terms of the accelerated share repurchase agreement (the “ASR Agreement”), on May 4, 2021, the Corporation made an initial payment of $350 million and received an initial delivery of 3,785,831 shares of Popular’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 shareholders’ equity approximately $280 million in treasury stock and $70 million as a reduction in capital surplus. Upon the final settlement of the ASR Agreement, the Corporation received an additional 828,965 shares of Popular’s common stock and recognized $61 million as treasury stock with a corresponding increase in its capital surplus account. The Corporation repurchased a total of 4,614,796 shares at an average purchase price of $75.84 under the ASR Agreement.

 

Redemption of Trust Preferred Securities

 

On November 1, 2021, the Corporation redeemed all outstanding 6.70% Cumulative Monthly Income Trust Preferred Securities (the “Trust Preferred Securities”) issued by the Popular Capital Trust I (the “Trust”) (liquidation amount of $25 per security and amounting to $186,663,800 (or $181,063,250 after excluding the Corporation’s participation in the Trust of $5,600,550) in the aggregate). The redemption price for the Trust Preferred Securities was equal to $25 per security plus accrued and unpaid distributions up to and excluding the redemption date in the amount of $0.139583 per security, for a total payment per security in the amount of $25.139583. Upon redemption, Popular delisted the Trust Preferred Securities (NASDAQ: BPOPN) from the Nasdaq Global Select Market.

 

2022 Capital Plan

 

On January 12, 2022 the Corporation announced the following capital actions:

an increase in the Corporation’s quarterly common stock dividend from $0.45 per share to $0.55 per share, commencing with the dividend payable in the second quarter of 2022, subject to the approval by the Corporation’s Board of Directors; and

common stock repurchases of up to $500 million during 2022.

 

The Corporation’s planned common stock repurchases may be executed in the open market or in privately negotiated transactions. The timing and exact amount of such repurchases will be subject to various factors, including market conditions and the Corporation’s capital position and financial performance.

 

Refer to Table 1 for selected financial data for the past three years.

 

55

 

Table 1 - Selected Financial Data

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

(Dollars in thousands, except per common share data)

 

2021

 

2020

 

2019

 

CONDENSED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

Interest income

$

2,122,637

$

2,091,551

$

2,260,793

 

 

Interest expense

 

165,047

 

234,938

 

369,099

 

 

Net interest income

 

1,957,590

 

1,856,613

 

1,891,694

 

 

Provision for credit losses (benefit)

 

(193,464)

 

292,536

 

165,779

 

 

Non-interest income

 

642,128

 

512,312

 

569,883

 

 

Operating expenses

 

1,549,275

 

1,457,829

 

1,477,482

 

 

Income tax expense

 

309,018

 

111,938

 

147,181

 

 

 

Net income

$

934,889

$

506,622

$

671,135

 

 

 

Net income applicable to common stock

$

933,477

$

504,864

$

667,412

 

PER COMMON SHARE DATA

 

 

 

 

 

 

 

 

Net income per common share - basic

$

11.49

$

5.88

$

6.89

 

 

Net income per common share - diluted

 

11.46

 

5.87

 

6.88

 

 

Dividends declared

 

1.75

 

1.60

 

1.20

 

 

Common equity per share

 

74.48

 

71.30

 

62.42

 

 

Market value per common share

 

82.04

 

56.32

 

58.75

 

 

Outstanding shares:

 

 

 

 

 

 

 

 

 

Average - basic

 

81,263,027

 

85,882,371

 

96,848,835

 

 

 

Average - assuming dilution

 

81,420,154

 

85,975,259

 

96,997,800

 

 

 

End of period

 

79,851,169

 

84,244,235

 

95,589,629

 

AVERAGE BALANCES

 

 

 

 

 

 

 

 

Net loans[1]

$

29,074,036

$

28,384,981

$

26,806,368

 

 

Earning assets

 

68,088,675

 

56,404,607

 

44,944,793

 

 

Total assets

 

71,168,650

 

59,583,455

 

50,341,827

 

 

Deposits

 

63,102,916

 

51,585,779

 

42,218,796

 

 

Borrowings

 

1,255,495

 

1,321,772

 

1,404,459

 

 

Total stockholders' equity

 

5,777,652

 

5,419,938

 

5,713,517

 

PERIOD END BALANCE

 

 

 

 

 

 

 

 

Net loans[1]

$

29,299,725

$

29,484,651

$

27,466,076

 

 

Allowance for credit losses - loans portfolio

 

695,366

 

896,250

 

477,708

 

 

Earning assets

 

72,103,862

 

62,989,715

 

48,674,705

 

 

Total assets

 

75,097,899

 

65,926,000

 

52,115,324

 

 

Deposits

 

67,005,088

 

56,866,340

 

43,758,606

 

 

Borrowings

 

1,155,166

 

1,346,284

 

1,294,986

 

 

Total stockholders' equity

 

5,969,397

 

6,028,687

 

6,016,779

 

SELECTED RATIOS

 

 

 

 

 

 

 

 

Net interest margin (non-taxable equivalent basis)

 

2.88

%

3.29

%

4.03

%

 

Net interest margin (taxable equivalent basis) -Non-GAAP

 

3.19

 

3.62

 

4.43

 

 

Return on assets

 

1.31

 

0.85

 

1.33

 

 

Return on common equity

 

16.22

 

9.36

 

11.78

 

 

Tier I capital

 

17.49

 

16.33

 

17.76

 

 

Total capital

 

19.35

 

18.81

 

20.31

 

[1] Includes loans held-for-sale.

56

 

Non-GAAP financial measures

 

Net interest income on a taxable equivalent basis

 

Net interest income, on a taxable equivalent basis, is presented with its different components on Table 3 for the year ended December 31, 2021 as compared with the same period in 2020, segregated by major categories of interest earning assets and interest-bearing liabilities.

 

The 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, and certain obligations of the Commonwealth of Puerto Rico and its agencies 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 the Puerto Rico tax law. Under Puerto Rico tax law, 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 exempt sources.

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 year ended December 31, 2021

The Corporation’s net income for the year ended December 31, 2021 amounted to $934.9 million, compared to a net income of $506.6 million for 2020.

The discussion that follows provides highlights of the Corporation’s results of operations for the year ended December 31, 2021 compared to the results of operations of 2020. It also provides some highlights with respect to the Corporation’s financial condition, credit quality, capital and liquidity. Table 2 presents a three-year summary of the components of net income as a percentage of average total assets.

57

 

Table 2 - Components of Net Income as a Percentage of Average Total Assets

 

 

2021

2020

2019

Net interest income

 

2.75

%

3.12

%

3.76

%

Provision for credit losses (benefit)

 

0.27

 

(0.49)

 

(0.33)

 

Mortgage banking activities

 

0.07

 

0.02

 

0.06

 

Net gain and valuation adjustments on investment securities

 

-

 

0.01

 

-

 

Other non-interest income

 

0.83

 

0.83

 

1.07

 

Total net interest income and non-interest income, net of provision for credit losses

 

3.92

 

3.49

 

4.56

 

Operating expenses

 

(2.18)

 

(2.45)

 

(2.94)

 

Income before income tax

 

1.74

 

1.04

 

1.62

 

Income tax expense

 

0.43

 

0.19

 

0.29

 

Net income

 

1.31

%

0.85

%

1.33

%

 

Net interest income for the year ended December 31, 2021 was $2.0 billion, an increase of $101.0 million when compared to 2020. The increase in net interest income was mainly driven by higher interest income from commercial loans due to income from loans under the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), and higher income from investment securities. In addition, lower interest expense on deposits, despite the higher volume, contributed to the higher net interest income. The net interest margin for the year ended December 31, 2021 was 2.88% compared to 3.29% for the same period in 2020 and was impacted by prolonged low interest rates as well as the change in the earning assets composition. On a taxable equivalent basis, net interest margin was 3.19% in 2021, compared to 3.62% in 2020. Refer to the Net Interest Income section of this MD&A for additional information.

The Corporation’s total provision for credit losses reflected a benefit of $193.5 million for the year ended December 31, 2021, compared to a provision expense of $292.5 million for 2020. The benefit for the year 2021 was due to improvements in credit quality and the macroeconomic outlook. The Corporation continued to exhibit strong credit quality trends and low credit costs with low levels of net charge-offs and lower non-performing loans. Non-performing assets totaled $633 million at December 31, 2021, reflecting a decrease of $191 million when compared to December 31, 2020. Refer to the Provision for Credit Losses and Credit Risk sections of this MD&A for information on the allowance for credit losses, non-performing assets, troubled debt restructurings, net charge-offs and credit quality metrics.

Non-interest income for the year ended December 31, 2021 amounted to $642.1 million, an increase of $129.8 million, when compared with 2020, mostly due to: higher service fees and service charges on deposit accounts due to economic disruptions related to the pandemic, the waiver of service charges and late fees during 2020, higher income from mortgage banking activities and higher other operating income principally due to higher net earnings from the combined portfolio of investments under the equity method. Refer to the Non-Interest Income section of this MD&A for additional information on the major variances of the different categories of non-interest income.

 

Total operating expenses amounted to $1.5 billion for the year 2021, reflecting an increase of $91.4 million, when compared to the same period in 2020, mainly due to higher personnel costs. Refer to the Operating Expenses section of this MD&A for additional information.

 

Income tax expense amounted to $309.0 million for the year ended December 31, 2021, compared with an income tax expense of $111.9 million for the previous year. The increase in income tax expense for the year is mainly due to a higher pre-tax income. Refer to the Income Taxes section in this MD&A and Note 35 to the consolidated financial statements for additional information on income taxes.

At December 31, 2021, the Corporation’s total assets were $75.1 billion, compared with $65.9 billion at December 31, 2020. The increase of $9.2 billion is mainly driven by higher money market investments and debt securities available-for-sale due to the additional funds available to invest resulting from the increase in deposits across various sectors, partially offset by paydowns of agency mortgage-backed securities. Refer to the Statement of Condition Analysis section of this MD&A for additional information.

58

 

Deposits amounted to $67.0 billion at December 31, 2021, compared with $56.9 billion at December 31, 2020. Table 7 presents a breakdown of deposits by major categories. The increase in deposits was mainly due to higher Puerto Rico public sector deposits and higher balances in retail and commercial demand deposits accounts. The Corporation’s borrowings remained flat at $1.2 billion at December 31, 2021. Refer to Note 17 to the Consolidated Financial Statements for detailed information on the Corporation’s borrowings.

 

Refer to Table 6 in the Statement of Financial Condition Analysis section of this MD&A for the percentage allocation of the composition of the Corporation’s financing to total assets.

 

Stockholders’ equity remained flat at $6.0 billion at December 31, 2021, compared with December 31, 2020. The net activity for the year was mainly due to net income of $934.9 million for the year 2021 offset by unrealized losses on debt securities available-for-sale and by capital return transactions, including an accelerated share repurchase transaction completed during 2021. The Corporation and its banking subsidiaries continue to be well-capitalized at December 31, 2021. The Common Equity Tier 1 Capital ratio at December 31, 2021 was 17.42%, compared to 16.26% at December 31, 2020.

 

For further discussion of operating results, financial condition and business risks refer to the narrative and tables included herein.

 

The shares of the Corporation’s common stock are traded on the NASDAQ Global Select Market under the symbol BPOP.

 

CRITICAL ACCOUNTING POLICIES / ESTIMATES

The accounting and reporting policies followed by the Corporation and its subsidiaries conform with generally accepted accounting principles in the United States of America (“GAAP”) and general practices within the financial services industry. The Corporation’s significant accounting policies are described in detail in Note 2 to the Consolidated Financial Statements and should be read in conjunction with this section.

Critical accounting policies require management to make estimates and assumptions, which involve significant judgment about the effect of matters that are inherently uncertain and that involve a high degree of subjectivity. 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. The following MD&A section is a summary of what management considers the Corporation’s critical accounting policies and estimates.

 

Fair Value Measurement of Financial Instruments

The Corporation currently measures at fair value on a recurring basis its trading debt securities, debt securities available-for-sale, certain equity securities, derivatives and mortgage servicing rights. Occasionally, the Corporation may be required to record at fair value other assets on a nonrecurring basis, such as loans held-for-sale, loans held-in-portfolio that are collateral dependent and certain other assets. These nonrecurring fair value adjustments typically result from the application of lower of cost or fair value accounting or write-downs of individual assets.

The Corporation categorizes its assets and liabilities measured at fair value under the three-level hierarchy. The level within the hierarchy is based on whether the inputs to the valuation methodology used for fair value measurement are observable.

The Corporation requires the use of observable inputs when available, in order to minimize the use of unobservable inputs to determine fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The amount of judgment involved in estimating the fair value of a financial instrument depends upon the availability of quoted market prices or observable market parameters. In addition, it may be affected by other factors such as the type of instrument, the liquidity of the market for the instrument, transparency around the inputs to the valuation, as well as the contractual characteristics of the instrument.

Broker quotes used for fair value measurements inherently reflect any lack of liquidity in the market since they represent an exit price from the perspective of the market participants. Financial assets that were fair valued using broker quotes amounted to $6 million at December 31, 2021, of which $1 million were Level 3 assets and $5 million were Level 2 assets. Level 3 assets consisted

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principally of tax-exempt GNMA mortgage-backed securities. Fair value for these securities was based on an internally-prepared matrix derived from local broker quotes. The main input used in the matrix pricing was non-binding local broker quotes obtained from limited trade activity. Therefore, these securities were classified as Level 3.

Trading Debt Securities and Debt Securities Available-for-Sale

The majority of the values for trading debt securities and debt securities available-for-sale are obtained from third-party pricing services and are validated with alternate pricing sources when available. Securities not priced by a secondary pricing source are documented and validated internally according to their significance to the Corporation’s financial statements. Management has established materiality thresholds according to the investment class to monitor and investigate material deviations in prices obtained from the primary pricing service provider and the secondary pricing source used as support for the valuation results. During the year ended December 31, 2021, the Corporation did not adjust any prices obtained from pricing service providers or broker dealers.

Inputs are evaluated to ascertain that they consider current market conditions, including the relative liquidity of the market. When a market quote for a specific security is not available, the pricing service provider generally uses observable data to derive an exit price for the instrument, such as benchmark yield curves and trade data for similar products. To the extent trading data is not available, the pricing service provider relies on specific information including dialogue with brokers, buy side clients, credit ratings, spreads to established benchmarks and transactions on similar securities, to draw correlations based on the characteristics of the evaluated instrument. If for any reason the pricing service provider cannot observe data required to feed its model, it discontinues pricing the instrument. During the year ended December 31, 2021, none of the Corporation’s debt securities were subject to pricing discontinuance by the pricing service providers. The pricing methodology and approach of our primary pricing service providers is concluded to be consistent with the fair value measurement guidance.

Furthermore, management assesses the fair value of its portfolio of investment securities at least on a quarterly basis. Securities are classified in the fair value hierarchy according to product type, characteristics and market liquidity. At the end of each period, management assesses the valuation hierarchy for each asset or liability measured. The fair value measurement analysis performed by the Corporation includes validation procedures and review of market changes, pricing methodology, assumption and level hierarchy changes, and evaluation of distressed transactions.

Refer to Note 28 to the Consolidated Financial Statements for a description of the Corporation’s valuation methodologies used for the assets and liabilities measured at fair value.

 

Loans and Allowance for Credit Losses

Interest on loans is accrued and recorded as interest income based upon the principal amount outstanding.

Non-accrual loans are those loans on which the accrual of interest is discontinued. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against interest income and the loan is accounted for either on a cash-basis method or on the cost-recovery method. Loans designated as non-accruing are returned to accrual status when the Corporation expects repayment of the remaining contractual principal and interest. The determination as to the ultimate collectability of the loan’s balance may involve management’s judgment in the evaluation of the borrower’s financial condition and prospects for repayment.

Refer to the MD&A section titled Credit Risk, particularly the Non-performing assets sub-section, for a detailed description of the Corporation’s non-accruing and charge-off policies by major loan categories.

One of the most critical and complex accounting estimates is associated with the determination of the allowance for credit losses (“ACL”). The Corporation establishes an ACL for its loan portfolio based on its estimate of credit losses over the remaining contractual term of the loans, adjusted for expected prepayments, in accordance with Accounting Standards Codification (“ASC”) Topic 326. An ACL is recognized for all loans including originated and purchased loans, since inception, with a corresponding charge to the provision for credit losses, except for purchased credit deteriorated (“PCD”) loans as explained below. The Corporation follows a methodology to establish the ACL which includes a reasonable and supportable forecast period for estimating credit losses, considering quantitative and qualitative factors as well as the economic outlook. As part of this methodology, management evaluates various macroeconomic scenarios provided by third parties. At December 31, 2021, management applied probability weights to the outcome of the selected scenarios.

The Corporation has designated as collateral dependent loans secured by collateral when foreclosure is probable or when foreclosure is not probable but the practical expedient is used. The practical expedient is used when repayment is expected to be

60

 

provided substantially by the sale or operation of the collateral and the borrower is experiencing financial difficulty. The ACL of collateral dependent loans is measured based on the fair value of the collateral less costs to sell. 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. In addition, refer to the Credit Risk section of this MD&A for detailed information on the Corporation’s collateral value estimation for other real estate.

A restructuring constitutes a TDR when the Corporation separately concludes that the restructuring constitutes a concession and the debtor is experiencing financial difficulties. For information on the Corporation’s TDR policy, refer to Note 2. The established framework captures the impact of concessions through discounting modified contractual cash flows, both principal and interest, at the loan’s original effective rate. The impact of these concessions is combined with the expected credit losses generated by the quantitative loss models in order to arrive at the ACL.

 

Loans Acquired with Deteriorated Credit Quality

PCD loans are defined as those with evidence of a more-than-insignificant deterioration in credit quality since origination. PCD loans are initially recorded at its purchase price plus an estimated ACL. Upon the acquisition of a PCD loan, the Corporation recognizes the estimate of the expected credit losses over the remaining contractual term of each individual loan as an ACL with a corresponding addition to the loan purchase price. The amount of the purchased premium or discount which is not related to credit risk is amortized over the life of the loan through net interest income using the effective interest method or a method that approximates the effective interest method. Changes in expected credit losses are recorded as an increase or decrease to the ACL with a corresponding charge (reverse) to the provision for credit losses in the Consolidated Statements of Operations. Upon transition to the individual loan measurement, these loans follow the same nonaccrual policies as non-PCD loans and are therefore no longer excluded from non-performing status. Modifications of PCD loans that meet the definition of a TDR subsequent to the adoption of ASC Topic 326 are accounted and reported as such following the same processes as non-PCD loans.

 

 

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and attributable to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted.

The calculation of periodic income taxes is complex and requires the use of estimates and judgments. The Corporation has recorded two accruals for income taxes: (i) the net estimated amount currently due or to be received from taxing jurisdictions, including any reserve for potential examination issues, and (ii) a deferred income tax that represents the estimated impact of temporary differences between how the Corporation recognizes assets and liabilities under accounting principles generally accepted in the United States (GAAP), and how such assets and liabilities are recognized under the tax code. Differences in the actual outcome of these future tax consequences could impact the Corporation’s financial position or its results of operations. In estimating taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions taking into consideration statutory, judicial and regulatory guidance.

A deferred tax asset should be reduced by a valuation allowance if based on the weight of all available evidence, it is more likely than not (a likelihood of more than 50%) that some portion or the entire deferred tax asset will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The determination of whether a deferred tax asset is realizable is based on weighting all available evidence, including both positive and negative evidence. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. The realization of deferred tax assets requires the consideration of all sources of taxable income available to realize the deferred tax asset, including

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the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies.

Management evaluates the realization of the deferred tax asset by taxing jurisdiction. The U.S. mainland operations are evaluated as a whole since a consolidated income tax return is filed; on the other hand, the deferred tax asset related to the Puerto Rico operations is evaluated on an entity by entity basis, since no consolidation is allowed in the income tax filing. Accordingly, this evaluation is composed of three major components: U.S. mainland operations, Puerto Rico banking operations and Holding Company.

For the evaluation of the realization of the deferred tax asset by taxing jurisdiction, refer to Note 35.

Under the Puerto Rico Internal Revenue Code, the Corporation and its subsidiaries are treated as separate taxable entities and are not entitled to file consolidated tax returns. The Code provides a dividends-received deduction of 100% on dividends received from “controlled” subsidiaries subject to taxation in Puerto Rico and 85% on dividends received from other taxable domestic corporations.

Changes in the Corporation’s estimates can occur due to changes in tax rates, new business strategies, newly enacted guidance, and resolution of issues with taxing authorities regarding previously taken tax positions. Such changes could affect the amount of accrued taxes. The Corporation has made tax payments in accordance with estimated tax payments rules. Any remaining payment will not have any significant impact on liquidity and capital resources.

The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the financial statements or tax returns and future profitability. The accounting for deferred tax consequences represents management’s best estimate of those future events. Changes in management’s current estimates, due to unanticipated events, could have a material impact on the Corporation’s financial condition and results of operations.

The Corporation establishes tax liabilities or reduces tax assets for uncertain tax positions when, despite its assessment that its tax return positions are appropriate and supportable under local tax law, the Corporation believes it may not succeed in realizing the tax benefit of certain positions if challenged. In evaluating a tax position, the Corporation determines whether it is more-likely-than-not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Corporation’s estimate of the ultimate tax liability contains assumptions based on past experiences, and judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by taxing jurisdictions. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Corporation evaluates these uncertain tax positions each quarter and adjusts the related tax liabilities or assets in light of changing facts and circumstances, such as the progress of a tax audit or the expiration of a statute of limitations. The Corporation believes the estimates and assumptions used to support its evaluation of uncertain tax positions are reasonable.

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 through earnings, would affect the Corporation’s effective tax rate, was approximately $5.5 million at December 31, 2021 and $10.2 million at December 31, 2020. Refer to Note 35 to the Consolidated Financial Statements for further information on this subject matter. The Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which could amount to approximately $1.4 million, including interest.

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. Although the outcome of tax audits is uncertain, the Corporation believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result from open years. From time to time, the Corporation is audited by various federal, state and local authorities regarding income tax matters. Although management believes its approach in determining the appropriate tax treatment is supportable and in accordance with the accounting standards, it is possible that the final tax authority will take a tax position that is different than the tax position reflected in the Corporation’s income tax provision and other tax reserves. As each audit is conducted, adjustments, if any, are appropriately recorded in the consolidated financial statement in the period determined. Such differences could have an adverse effect on the Corporation’s income tax provision or benefit, or other tax reserves, in the reporting period in which such determination is made and, consequently, on the Corporation’s results of operations, financial position and / or cash flows for such period.

 

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Goodwill and Other Intangible Assets

The Corporation’s goodwill and other identifiable intangible assets having an indefinite useful life are tested for impairment. Intangibles with indefinite lives are evaluated 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. Other identifiable intangible assets with a finite useful life are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Goodwill impairment is recognized when the carrying amount of any of the reporting units exceeds its fair value up to the amount of the goodwill. The Corporation estimates the fair value of each reporting unit, consistent with the requirements of the fair value measurements accounting standard, generally using a combination of methods, including market price multiples of comparable companies and transactions, as well as discounted cash flow analyses. Subsequent reversal of goodwill impairment losses is not permitted under applicable accounting standards. No impairment was recognized by the Corporation from the annual test as of July 31, 2021.For a detailed description of the annual goodwill impairment evaluation performed by the Corporation during the third quarter of 2021, refer to Note 15.

At December 31, 2021, goodwill amounted to $720 million. During the year ended December 31, 2021, the Corporation recognized an impairment loss of $5.4 million associated with a trademark. Note 15 to the Consolidated Financial Statements provides the assignment of goodwill by reportable segment.

 

Pension and Postretirement Benefit Obligations

The Corporation provides pension and restoration benefit plans for certain employees of various subsidiaries. The Corporation also provides certain health care benefits for retired employees of BPPR. The non-contributory defined pension and benefit restoration plans (“the Pension Plans”) are frozen with regards to all future benefit accruals.

The estimated benefit costs and obligations of the Pension Plans and Postretirement Health Care Benefit Plan (“OPEB Plan”) are impacted by the use of subjective assumptions, which can materially affect recorded amounts, including expected returns on plan assets, discount rates, termination rates, retirement rates and health care trend rates. Management applies judgment in the determination of these factors, which normally undergo evaluation against current industry practice and the actual experience of the Corporation. The Corporation uses an independent actuarial firm for assistance in the determination of the Pension Plans and OPEB Plan costs and obligations. Detailed information on the Plans and related valuation assumptions are included in Note 30 to the Consolidated Financial Statements.

The Corporation periodically reviews its assumption for the long-term expected return on Pension Plans assets. The Pension Plans’ assets fair value at December 31, 2021 was $860.5 million. The expected return on plan assets is determined by considering various factors, including a total fund return estimate based on a weighted-average of estimated returns for each asset class in each plan. Asset class returns are estimated using current and projected economic and market factors such as real rates of return, inflation, credit spreads, equity risk premiums and excess return expectations.

As part of the review, the Corporation’s independent consulting actuaries performed an analysis of expected returns based on each plan’s expected asset allocation for the year 2022 using the Willis Towers Watson US Expected Return Estimator. This analysis is reviewed by the Corporation and used as a tool to develop expected rates of return, together with other data. This forecast reflects the actuarial firm’s view of expected long-term rates of return for each significant asset class or economic indicator as of January 1, 2022; for example, 8.5% for large cap stocks, 8.8% for small cap stocks, 8.9% for international stocks, 3.5% for long corporate bonds and 2.4% for long Treasury bonds. A range of expected investment returns is developed, and this range relies both on forecasts and on broad-market historical benchmarks for expected returns, correlations, and volatilities for each asset class.

As a consequence of recent reviews, the Corporation decreased its expected return on plan assets for year 2022 to 4.3% and 5.4% for the Pension Plans. Expected rates of return of 4.6% and 5.5% had been used for 2021 and 5.0% and 5.8% had been used for 2020 for the Pension Plans. Since the expected return assumption is on a long-term basis, it is not materially impacted by the yearly fluctuations (either positive or negative) in the actual return on assets. The expected return can be materially impacted by a change in the plan’s asset allocation.

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Net Periodic Benefit Cost (“pension expense”) for the Pension Plans amounted to a net benefit of $3.8 million in 2021. The total pension expense included a benefit of $38.7 million for the expected return on assets.

Pension expense is sensitive to changes in the expected return on assets. For example, decreasing the expected rate of return for 2021 from 4.3% to 4.05% would increase the projected 2022 pension expense for the Banco Popular de Puerto Rico Retirement Plan, the Corporation’s largest plan, by approximately $2.0 million.

If the projected benefit obligation exceeds the fair value of plan assets, the Corporation shall recognize a liability equal to the unfunded projected benefit obligation and vice versa, if the fair value of plan assets exceeds the projected benefit obligation, the Corporation recognizes an asset equal to the overfunded projected benefit obligation. This asset or liability may result in a taxable or deductible temporary difference and its tax effect shall be recognized as an income tax expense or benefit which shall be allocated to various components of the financial statements, including other comprehensive income. The determination of the fair value of pension plan obligations involves judgment, and any changes in those estimates could impact the Corporation’s Consolidated Statements of Financial Condition. Management believes that the fair value estimates of the Pension Plans assets are reasonable given the valuation methodologies used to measure the investments at fair value as described in Note 28. Also, the compositions of the plan assets are primarily in equity and debt securities, which have readily determinable quoted market prices. The Corporation had recorded a pension asset of $17.8 million and a pension liability of $8.8 million at December 31, 2021.

The Corporation uses the spot rate yield curve from the Willis Towers Watson RATE: Link (10/90) Model to discount the expected projected cash flows of the plans. The equivalent single weighted average discount rate ranged from 2.79% to 2.83% for the Pension Plans and 2.94% for the OPEB Plan to determine the benefit obligations at December 31, 2021.

A 50 basis point decrease to each of the rates in the December 31, 2021 Willis Towers Watson RATE: Link (10/90) Model would increase the projected 2022 expense for the Banco Popular de Puerto Rico Retirement Plan by approximately $2.6 million. The change would not affect the minimum required contribution to the Pension Plans.

The OPEB Plan was unfunded (no assets were held by the plan) at December 31, 2021. The Corporation had recorded a liability for the underfunded postretirement benefit obligation of $160.0 million at December 31, 2021.

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STATEMENT OF OPERATIONS ANALYSIS

 

Net Interest Income

Net interest income is the interest earned from loans, debt securities and money market investments, including loan fees, minus the interest cost of deposits and borrowings. Various risk factors affect net interest income including the economic environment in which we operate, market driven events, the mix and size of the earning assets and related funding, changes in volumes, repricing characteristics, loans fees collected, moratoriums granted on loan payments and delay charges, interest collected on nonaccrual loans, as well as strategic decisions made by the Corporation’s management. Net interest income for the year ended December 31, 2021 was $2.0 billion or $101.0 million higher than in 2020. Net interest income, on a taxable equivalent basis, for the year ended December 31, 2021 was $2.2 billion compared to $2.0 billion in 2020.

 

Due to the Corporation’s current asset sensitive position, an increase in interest rates should have a favorable impact on the Corporation’s results. See the Risk Management: Market/Interest Rate Risk section of this MD&A for additional information related to the Corporation’s interest rate risk.

 

The average key index rates for the years 2021 and 2020 were as follows:

 

2021

2020

Prime rate………………………………………………………………………………………………….

3.25%

3.53%

Fed funds rate……………………………………………………………………………………………..

0.25

0.35

3-month LIBOR……………………………………………………………………………………………

0.16

0.65

3-month Treasury Bill…………………………………………………………………………………….

0.03

0.35

10-year Treasury………………………………………………………………………………………….

1.44

0.89

FNMA 30-year…………………………………………………………………………………………….

1.84

1.01

 

Average outstanding securities balances are based upon amortized cost excluding any unrealized gains or losses on securities available-for-sale. Non-accrual loans have been included in the respective average loans and leases categories. Loan fees collected, and costs incurred in the origination of loans are deferred and amortized over the term of the loan as an adjustment to interest yield. Prepayment penalties, late fees collected and the amortization of premiums / discounts on purchased loans, including the discount accretion on purchased credit deteriorated loans (“PCD”), are also included as part of the loan yield. Interest income for the period ended December 31, 2021 included a favorable impact of $131.6 million, related to those items, compared to $98.5 million for the same period in 2020. The year over year increase is related to higher amortized fees resulting mainly from the SBA forgiveness of PPP loans by $53.9 million, partially offset by $15.4 million lower amortization of the fair value discount of the auto and credit card portfolios acquired in previous years.

 

Table 3 presents the different components of the Corporation’s net interest income, on a taxable equivalent basis, for the year ended December 31, 2021, as compared with the same period in 2020, segregated by major categories of interest earning assets and interest-bearing liabilities. Net interest margin was 2.88% in 2021 or 41 basis points lower than the 3.29% reported in 2020. The lower net interest margin for the year is driven by the increase of $11.5 billion in average deposits which were mostly redeployed in overnight Fed Funds and U.S. Treasury and agency debt securities. These assets, although accretive to net interest income, are low yielding assets and have the effect of compressing the net interest margin. Also impacting the net interest margin was a full year of low short-term rates as the Federal Reserve decreased by 150 basis points the Federal Funds Rate in the first quarter of 2020. On a taxable equivalent basis, net interest margin was 3.19% in 2021, compared to 3.62% in 2020. The main drivers for the increase in net interest income on a taxable equivalent basis were:

 

Positive variances:

· Higher interest income from money market and investment securities due to a higher volume by $11.0 billion, which resulted from an increase in deposits in most categories, partially offset by lower yield by 39 basis points driven by a lower interest rate environment. These larger balances resulted from an increase in deposits in most categories;

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· Higher interest income from commercial loans driven by higher interest and fees from PPP loans by $54.0 million when compared to 2020, partially offset the repricing of adjustable rates loans and origination in a low interest rate environment;

· The auto and lease financing portfolios increased by $478 million or 12% driven by continued demand for automobiles in Puerto Rico after the COVID-19 related lockdown and higher household liquidity resulting from COVID-19 relief federal assistances;

· Mortgage loans interest income increased 6% when compared to the year 2020, driven by the $807.6 million bulk loan repurchases from our GSE loan servicing portfolios that occurred at the end of September 2020, partially offset by lower yields also related to the lower rates of the repurchased portfolio; and

· Lower interest expense on deposits due to the decrease in interest cost by 21 basis points resulting from the decrease in market rates in March 2020, increased liquidity in the financial industry as a result of retail and commercial federal support programs and the subsequent effect on these liabilities. The decrease in the cost of interest-bearing deposits was 51 basis points when compared to the year 2020 in the U.S. segment and 13 basis points in P.R. The impact from lower rates was partially offset by higher average balance of interest-bearing deposits by $8.4 billon when compared to the year 2020.

 

Partially offset by:

· Lower interest income from consumer loans due to lower average volume both on the installment loan and credit card portfolios, resulting also from a higher household liquidity in the market, as discussed above.

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Table 3 – Analysis of Levels & Yields on a Taxable Equivalent Basis from Continuing Operations (Non-GAAP)

 

Year ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance

Average Volume

 

Average Yields / Costs

 

 

 

Interest

 

Attributable to

 

2021

 

2020

Variance

 

2021

 

2020

 

Variance

 

 

 

 

 

2021

 

2020

 

Variance

 

Rate

 

Volume

 

(In millions)

 

 

 

 

 

 

 

 

 

 

(In thousands)

$

16,000

$

8,598

$

7,402

 

0.13

%

0.23

%

(0.10)

%

 

Money market investments

$

21,147

$

19,722

$

1,425

$

(10,745)

$

12,170

 

22,931

 

19,353

 

3,578

 

2.22

 

2.42

 

(0.20)

 

 

Investment securities [1]

 

508,131

 

467,994

 

40,137

 

(43,723)

 

83,860

 

84

 

69

 

15

 

5.16

 

6.00

 

(0.84)

 

 

Trading securities

 

4,339

 

4,165

 

174

 

(646)

 

820

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total money market,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

investment and trading

 

 

 

 

 

 

 

 

 

 

 

39,015

 

28,020

 

10,995

 

1.37

 

1.76

 

(0.39)

 

 

 

securities

 

533,617

 

491,881

 

41,736

 

(55,114)

 

96,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

13,455

 

13,245

 

210

 

5.39

 

5.23

 

0.16

 

 

 

Commercial

 

723,765

 

692,372

 

31,393

 

20,297

 

11,096

 

849

 

913

 

(64)

 

5.41

 

5.74

 

(0.33)

 

 

 

Construction

 

45,821

 

52,438

 

(6,617)

 

(3,059)

 

(3,558)

 

1,289

 

1,112

 

177

 

6.00

 

6.05

 

(0.05)

 

 

 

Leasing

 

77,356

 

67,247

 

10,109

 

(522)

 

10,631

 

7,696

 

7,255

 

441

 

5.09

 

5.23

 

(0.14)

 

 

 

Mortgage

 

392,047

 

379,794

 

12,253

 

(10,414)

 

22,667

 

2,463

 

2,839

 

(376)

 

11.17

 

11.34

 

(0.17)

 

 

 

Consumer

 

275,078

 

322,009

 

(46,931)

 

(5,612)

 

(41,319)

 

3,322

 

3,021

 

301

 

8.47

 

8.97

 

(0.50)

 

 

 

Auto

 

280,722

 

271,162

 

9,560

 

(16,500)

 

26,060

 

29,074

 

28,385

 

689

 

6.19

 

6.29

 

(0.10)

 

 

Total loans

 

1,794,789

 

1,785,022

 

9,767

 

(15,810)

 

25,577

$

68,089

$

56,405

$

11,684

 

3.43

%

4.04

%

(0.61)

%

 

Total earning assets

$

2,328,406

$

2,276,903

$

51,503

$

(70,924)

$

122,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing deposits:

 

 

 

 

 

 

 

 

 

 

$

25,959

$

19,678

$

6,281

 

0.12

%

0.28

%

(0.16)

%

 

 

NOW and money market [2]

$

31,911

$

54,652

$

(22,741)

$

(37,171)

$

14,430

 

15,429

 

12,399

 

3,030

 

0.18

 

0.30

 

(0.12)

 

 

 

Savings

 

27,123

 

37,765

 

(10,642)

 

(19,220)

 

8,578

 

7,028

 

7,971

 

(943)

 

0.75

 

1.05

 

(0.30)

 

 

 

Time deposits

 

52,587

 

83,438

 

(30,851)

 

(20,755)

 

(10,096)

 

48,416

 

40,048

 

8,368

 

0.23

 

0.44

 

(0.21)

 

 

Total interest bearing deposits

 

111,621

 

175,855

 

(64,234)

 

(77,146)

 

12,912

 

92

 

166

 

(74)

 

0.35

 

1.48

 

(1.13)

 

 

Short-term borrowings

 

318

 

2,457

 

(2,139)

 

(1,411)

 

(728)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other medium and

 

 

 

 

 

 

 

 

 

 

 

1,185

 

1,178

 

7

 

4.49

 

4.81

 

(0.32)

 

 

 

long-term debt

 

53,107

 

56,626

 

(3,519)

 

(2,927)

 

(592)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest bearing

 

 

 

 

 

 

 

 

 

 

 

49,693

 

41,392

 

8,301

 

0.33

 

0.57

 

(0.24)

 

 

 

liabilities

 

165,046

 

234,938

 

(69,892)

 

(81,484)

 

11,592

 

14,687

 

11,538

 

3,149

 

 

 

 

 

 

 

 

Demand deposits

 

 

 

 

 

 

 

 

 

 

 

3,709

 

3,475

 

234

 

 

 

 

 

 

 

 

Other sources of funds

 

 

 

 

 

 

 

 

 

 

$

68,089

$

56,405

$

11,684

 

0.24

%

0.42

%

(0.18)

%

 

Total source of funds

 

165,046

 

234,938

 

(69,892)

 

(81,484)

 

11,592

 

 

 

 

 

 

3.19

%

3.62

%

(0.43)

%

 

Net interest margin/ income on a taxable equivalent basis (Non-GAAP)

 

2,163,360

 

2,041,965

 

121,395

$

10,560

$

110,835

 

 

 

 

 

 

 

3.10

%

3.47

%

(0.37)

%

 

Net interest spread

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable equivalent adjustment

 

205,770

 

185,353

 

20,418

 

 

 

 

 

 

 

 

 

 

 

2.88

%

3.29

%

(0.41)

%

 

Net interest margin/ income non-taxable equivalent basis (GAAP)

$

1,957,590

$

1,856,612

$

100,977

 

 

 

 

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.

67

 

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

For the year ended December 31, 2021, the Corporation recorded a release of $191.3 million for its reserve for credit losses related to loans held-in-portfolio and unfunded commitments, compared with a provision expense of $294.9 million for the year ended December 31, 2020. The reserve release related to the loans-held-in-portfolio for the year 2021 was $183.3 million, compared to a provision expense of $282.3 million for the year 2020. The decrease reflects the improvements in credit quality, changes in the macroeconomic outlook, and changes in qualitative reserves. The provision for unfunded commitments for the year 2021 reflected a benefit of $8.0 million, compared to a provision expense of $12.6 million for the same period of 2020.

 

The reserve release related to loans held-in-portfolio for the BPPR segment was $129.0 million for the year ended December 31, 2021, compared to a provision expense of $205.9 million for the year ended December 31, 2020, a favorable variance of $334.9 million. The reserve release related to loans held-in-portfolio for the Popular U.S. segment was $54.3 million for the year 2021, a favorable variance of $130.8 million, compared to a provision expense of $76.5 million for the year 2020.

 

At December 31, 2021, the total allowance for credit losses for loans held-in-portfolio amounted to $695.4 million, compared to $896.3 million as of December 31, 2020. The ratio of the allowance for credit losses to loans held-in-portfolio was 2.38% at December 31, 2021, compared to 3.05% at December 31, 2020. 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.

 

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 weights to the outcomes of simulations using Moody’s Analytics’ Baseline, S3 (pessimistic) and S1 (optimistic) scenarios.

 

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 year ended December 31, 2021, the Corporation recorded a reserve release of $2.2 million, compared to a reserve release of $2.4 million for the year ended December 31, 2020. At December 31, 2021, the total allowance for credit losses for this portfolio amounted to $8.1 million, compared to $10.3 million as of December 31, 2020. Refer to Note 7 for additional information on the ACL for this portfolio.

 

Non-Interest Income

 

For the year ended December 31, 2021, non-interest income increased by $129.8 million, when compared with the previous year, primarily driven by:

 

higher service charges on deposit accounts by $14.9 million principally due to higher fees on transactional cash management services at BPPR in part due to the business disruptions and the waiver of fees related to the COVID-19 pandemic during 2020;

 

higher other service fees by $53.4 million, principally at the BPPR segment, due to higher credit and debit card fees by $43.4 million mainly in interchange income resulting from higher transactional volumes in part due to the business disruptions and the waiver of service charges and late fees related to the COVID-19 pandemic during 2020; higher insurance fees by $5.8 million, from which $3.0 million were related to contingent insurance commissions recognized during the fourth quarter; and higher trust fees by $3.1 million;

 

higher income from mortgage banking activities by $39.7 million mainly due to the impact of the bulk loan repurchases from the Corporation’s GNMA, FNMA and FHLMC loan servicing portfolio during 2020 which resulted in an unfavorable adjustment of $8.8 million and $10.5 million on the valuation of mortgage servicing rights (“MSRs”) and servicing advances losses, respectively, and an offsetting positive adjustment in servicing fees of $3.4 million; lower unfavorable fair value adjustments on MSRs by $23.0 million due to changes in assumptions; and higher realized gains on closed derivatives positions by $11.9 million also contributed to the year over year income improvements; partially offset by lower gains from securitization transactions by $8.9 million; and

68

 

 

higher other operating income by $26.7 million principally due to higher net earnings from the combined portfolio of investments under the equity method by $15.1 million, the gain of $7.0 million recognized in the third quarter of 2021 by BPPR as a result of the sale and partial leaseback of two corporate office buildings, and higher daily auto rental revenues by $3.9 million;

 

partially offset by:

 

lower net gain on equity securities by $6.1 million mainly related to a $4.1 million gain on sale of certain equity securities at PB during the third quarter of 2020.

 

Operating Expenses

 

Table 4 provides a breakdown of operating expenses by major categories.

 

Table 4 - Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

(In thousands)

2021

2020

2019

Personnel costs:

 

 

 

 

 

 

 

 

 

 

Salaries

$

371,644

 

$

370,179

 

$

351,788

 

 

Commissions, incentives and other bonuses

 

113,095

 

 

78,582

 

 

97,764

 

 

Pension, postretirement and medical insurance

 

52,077

 

 

44,123

 

 

41,804

 

 

Other personnel costs, including payroll taxes

 

94,986

 

 

71,321

 

 

99,269

 

 

Total personnel costs

 

631,802

 

 

564,205

 

 

590,625

 

Net occupancy expenses

 

102,226

 

 

119,345

 

 

96,339

 

Equipment expenses

 

92,097

 

 

88,932

 

 

84,215

 

Other taxes

 

56,783

 

 

54,454

 

 

51,653

 

Professional fees:

 

 

 

 

 

 

 

 

 

 

Collections, appraisals and other credit related fees

 

13,199

 

 

12,588

 

 

16,300

 

 

Programming, processing and other technology services

 

272,386

 

 

253,565

 

 

247,332

 

 

Legal fees, excluding collections

 

10,712

 

 

10,611

 

 

12,877

 

 

Other professional fees

 

114,568

 

 

117,358

 

 

107,902

 

 

Total professional fees

 

410,865

 

 

394,122

 

 

384,411

 

Communications

 

25,234

 

 

23,496

 

 

23,450

 

Business promotion

 

72,981

 

 

57,608

 

 

75,372

 

FDIC deposit insurance

 

25,579

 

 

23,868

 

 

18,179

 

Other real estate owned (OREO) (income) expenses

 

(14,414)

 

 

(3,480)

 

 

4,298

 

Other operating expenses:

 

 

 

 

 

 

 

 

 

 

Credit and debit card processing, volume, interchange and other expenses

 

45,088

 

 

45,108

 

 

38,059

 

 

Operational losses

 

38,391

 

 

26,331

 

 

21,414

 

 

All other

 

53,509

 

 

57,443

 

 

80,097

 

 

Total other operating expenses

 

136,988

 

 

128,882

 

 

139,570

 

Amortization of intangibles

 

9,134

 

 

6,397

 

 

9,370

 

Total operating expenses

$

1,549,275

 

$

1,457,829

 

$

1,477,482

 

Personnel costs to average assets

 

0.89

%

 

0.95

%

 

1.17

%

Operating expenses to average assets

 

2.18

 

 

2.45

 

 

2.93

 

Employees (full-time equivalent)

 

8,351

 

 

8,522

 

 

8,560

 

Average assets per employee (in millions)

 

$8.52

 

 

$6.99

 

 

$5.88

 

 

69

 

Operating expenses for the year ended December 31, 2021 increased by $91.4 million, when compared with the previous year. The increase in operating expenses was driven primarily by:

Higher personnel cost by $67.6 million mainly due to higher incentives related to the profit-sharing plan by $29.1 million and higher commission and performance-based incentives by $34.5 million due to improved performance metrics and salary increases, higher fringe benefit expense, mainly medical insurance by $8.0 million, partially offset by higher deferred salaries as a result of higher loan originations during 2021;

Higher equipment expense by $3.2 million due to higher amortization of software costs;

Higher professional fees by $16.7 million primarily due to higher processing service fees due to higher volume of transactions;

Higher business promotions by $15.4 million due to higher customer reward program expense in our credit card business and higher advertising expense;

Higher other operating expenses by $8.1 million mainly due higher sundry losses by $12.1 million, including $3.7 million related to the termination of a white label credit card contract and higher legal reserves; and higher impairment losses on undeveloped properties by $3.2 million; partially offset by lower pension plan cost by $10.0 million due to annual changes in actuarial assumptions and higher gain on sale of repossess auto units by $2.8 million; and

Higher amortization of intangibles by $2.7 million due to a write-down on impairment of a trademark.

These variances were partially offset by:

Lower net occupancy expense by $17.1 million due to $19.0 million in costs related to the termination of real property leases associated with PB’s New York branch realignment, including the impairment of the right-of-use assets recorded during 2020; and

Lower OREO expense by $10.9 million mainly due to higher gains on sale of mortgage properties.

 

Income Taxes

For the year ended December 31, 2021, the Corporation recorded an income tax expense of $309.0 million, compared to $111.9 million for the same period of 2020. The income tax expense for the year ended December 31, 2021 reflects the impact of higher pre-tax income, resulting primarily from a lower provision for credit losses partially offset by higher net exempt interest income and higher income from U.S. operations subject to a lower statutory tax rate.

 

At December 31, 2021, the Corporation had a net deferred tax asset amounting to $0.7 billion, net of a valuation allowance of $0.5 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.

 

Refer to Note 35 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.

 

Fourth Quarter Results

The Corporation recognized net income of $206.1 million for the quarter ended December 31, 2021, compared with a net income of $176.3 million for the same quarter of 2020.

Net interest income for the fourth quarter of 2021 amounted to $501.3 million, compared with $471.6 million for the fourth quarter of 2020, an increase of $29.7 million. The increase in net interest income was mainly due to increase in average balance of earning assets, mainly due to increase in deposits. The net interest margin declined by 26 basis points to 2.78% due to declines in market rates and the earning assets mix, which were concentrated in overnight Fed Funds, U.S. Treasuries and agency securities, which are all lower yielding assets.

70

 

The provision for credit losses was a benefit of $33.1 million compared to a provision expense of $21.2 million for the fourth quarter of 2020. The benefit recorded in the fourth quarter of 2021 was reflective of improvements in the credit metrics and the macroeconomic outlook as well as releases in qualitative reserves.

 

Non-interest income amounted to $164.7 million for the quarter ended December 31, 2020, compared with $144.8 million for the same quarter in 2020. The increase of $19.9 million was mainly due to other service fees, due to higher volume of transactions, and higher income from mortgage banking activities.

Operating expenses totaled $417.4 million for the quarter ended December 31, 2021, compared with $375.9 million for the same quarter in the previous year. The increase of $41.5 million is mainly related to higher personnel costs due to higher salaries, incentives and commissions, higher business promotion expenses, and higher other operating expenses due to the reclassification during the fourth quarter in 2020 of $10.0 million in provision for unfunded commitments from the other expenses line to the provision for credit losses caption, partially offset by lower net occupancy expenses related to the termination of real property leases associated with PB’s New York branch rationalization, amounting to $19.0 million, including the impairment of the right-of-use assets and related costs recorded in the last quarter of 2020.

Income tax expense amounted to $75.6 million for the quarter ended December 31, 2021, compared with income tax expense of $43.0 million for the same quarter of 2020. The increase is mainly due to higher pre-tax income during the quarter ended December 31, 2021, compared to the quarter ended December 31, 2020.

 

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 37 to the Consolidated Financial Statements.

 

The Corporate group reported a net income of $13.4 million for the year ended December 31, 2021, compared to a net income of $8.5 million for the previous year. The increase in the net income was mainly attributed to lower net interest expense by $1.4 million, mainly due to lower interest expense after the redemption on November 1, 2021 of the trust preferred securities issued by the Popular Capital Trust I; higher non-interest income by $10.1 million mainly due to higher income from the portfolio of equity method investments, partially offset by higher operating expenses by $6.4 million mainly due to higher amortization of intangibles due to the impairment of a trademark.

 

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 $787.5 million for the year ended December 31, 2021, compared with $499.0 million for the year ended December 31, 2020. The results for 2021 included reserve for credit losses release of $136.4 million. The results for 2020 were impacted by the COVID-19 pandemic as well as the implementation of the CECL accounting pronouncement under which provision for credit losses of $211.0 million was recorded throughout the year. The principal factors that contributed to the variance in the financial results included the following:

 

Higher net interest income by $81.0 million due to higher income from investment securities by $35.2 million mainly due to higher average balances, higher income from loans by $15.3 million, mainly from interest and fees from commercial PPP loans and higher volume of mortgage loans and leases, partially offset by lower income from consumer loans, mainly credit cards; and lower interest expense from deposits by $29.2 million. The BPPR segment’s net interest margin was 2.86% for 2021 compared with 3.40% for the same period in 2020. The decrease was mainly due to the earning asset composition;

 

71

 

A reversal of $136.4 million of the reserve for credit losses, due to improved credit metrics and improved macroeconomic outlook, compared to a provision expense of $211.0 million in 2020, which reflected the implementation of CECL and the impact of the COVID-19 pandemic in the macroeconomic outlook;

 

Higher non-interest income by $119.4 million mainly due to:

 

Higher service charges on deposit accounts by $14.8 million due to the impact in 2020 of lower transactions and the temporary waiver of fees in response to the COVID-19 pandemic;

 

Higher other service fees by $51.7 million due to higher debit and credit card transactions and the temporary waiver of fees in response to the COVID-19 pandemic in 2020 and higher contingent insurance revenues in 2021;

 

Higher mortgage banking activities by $39.9 million due to lower unfavorable fair value adjustments on mortgage servicing rights, and the negative net impact that resulted from the from the bulk repurchase of loans from the Corporation’s GNMA, FNMA and FHLMC loan servicing portfolio in 2020; and

 

Higher other operating income by $10.7 million due to higher income from the portfolio of equity method investments, the gain from the sale of two corporate office buildings in 2021 and higher income from daily auto rental activities.

 

Higher operating expenses by $112.0 million, mainly due to:

 

Higher personnel costs by $43.6 million mainly due to higher salaries, incentives and profit-sharing plan expense;

 

Higher professional fees by $20.3 million mainly due to processing service fees due to higher volume of transactions;

 

Higher business promotions by $13.6 million mainly due to higher customer reward program expense in our credit card business and higher advertising expense;

Higher other operating expenses by $34.3 million due to higher sundry losses, including $3.7 million related to the termination of a white label credit card contract, impairment losses on long-lived assets of $5.3 million recorded in 2021, higher legal reserves and higher corporate expense allocations;

Partially offset by:

 

Lower OREO expenses by $11.1 million mainly due to higher gains on sales of residential properties.

 

Higher income tax expense by $147.3 million mainly due to higher income before tax.

 

Popular U.S.

 

For the year ended December 31, 2021, the reportable segment of Popular U.S. reported net income of $134.1 million, compared with a net loss of $0.7 million for the year ended December 31, 2020. The principal factors that contributed to the variance in the financial results included the following:

 

Higher net interest income by $18.6 million mainly due to lower interest expense on deposits by $36.5 million, due to lower rates and lower average balance of certificates of deposits, partially offset by lower income from loans by $9.8 million mainly from consumer and construction loans, and lower income from investment securities by $10.2 million. The Popular U.S. reportable segment’s net interest margin was 3.39% for 2021 compared with 3.21% for the same period in 2020;

 

A release of $56.9 million of the reserve for credit losses, due to improvements credit metrics and the macroeconomic outlook, compared to a provision expense of $81.5 million in 2020, mainly due to the implementation of CECL and the effects of the pandemic;

 

Lower operating expenses by $26.7 million mainly due to:

 

72

 

Lower occupancy expenses by $22.7 million mainly due to the impact of the NY branch rationalization in 2020 that resulted in $19.0 million in lease termination costs, including the impairment of the right of use assets; and

Lower professional fees by $5.1 million mainly due intersegment allocated services;

 

Partially offset by:

 

Higher personnel costs by $6.9 million due to higher salaries, incentives and profit-sharing plan expenses.

 

Income taxes unfavorable variance of $49.1 million mainly due to higher income before tax.

 

STATEMENT OF FINANCIAL CONDITION ANALYSIS

Assets

The Corporation’s total assets were $75.1 billion at December 31, 2021, compared to $65.9 billion at December 31, 2020. Refer to the Corporation’s Consolidated Statements of Financial Condition at December 31, 2021 and 2020 included in this 2021 Annual Report on Form 10-K. Also, refer to the Statistical Summary 2021-2020 in this MD&A for Condensed Statements of Financial Condition.

Money market investments and debt securities available-for-sale

Money market investments and debt securities available-for-sale increased by $5.9 billion and $3.4 billion, respectively, at December 31, 2021. This was largely driven by the additional funds available to invest resulting from the increase in deposits across various sectors, partially offset by paydowns of agency mortgage-backed 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 decreased by $0.1 billion to $29.2 billion at December 31, 2021, mainly due to a decrease in commercial loans at BPPR of $0.6 billion principally related to the repayment of PPP loans, a decrease in mortgage loans at BPPR of $0.5 billion mainly due to paydowns and a decrease in construction loans of $0.2 billion, partially offset by an increase in commercial loans at PB of $0.7 billion principally in the healthcare industry from which $0.1 billion was related to the acquisition by PEF of K2’s lease financing business and growth in auto loans and leases at BPPR by $0.5 billion.

 

The allowance for credit losses for the loan portfolio decreased by $0.2 billion due to improvements in credit quality, changes in the macroeconomic outlook, and changes in qualitative reserves. Refer to the Credit Quality section of the MD&A for additional information on the Allowance for credit losses for the loan portfolio.

73

 

Table 5 - Loans Ending Balances

 

 

 

 

At December 31,

(In thousands)

 

2021

 

2020

Loans held-in-portfolio:

 

 

 

 

Commercial

$

13,732,701

$

13,614,310

Construction

 

716,220

 

926,208

Leasing

 

1,381,319

 

1,197,661

Mortgage

 

7,427,196

 

7,890,680

Auto

 

3,412,187

 

3,132,228

Consumer

 

2,570,934

 

2,624,109

Total loans held-in-portfolio

$

29,240,557

$

29,385,196

Loans held-for-sale:

 

 

 

 

Commercial

$

-

$

2,738

Mortgage

 

59,168

 

96,717

Total loans held-for-sale

$

59,168

$

99,455

Total loans

$

29,299,725

$

29,484,651

 

Other assets

Other assets amounted to $1.6 billion at December 31, 2021, a decrease of $0.1 billion when compared to December 31, 2020. Refer to Note 14 for a breakdown of the principal categories that comprise the caption of “Other Assets” in the Consolidated Statements of Financial Condition at December 31, 2021 and 2020.

 

Liabilities

The Corporation’s total liabilities were $69.1 billion at December 31, 2021, an increase of $9.2 billion compared to $59.9 billion at December 31, 2020, mainly due to increases in deposits as discussed below. Refer to the Corporation’s Consolidated Statements of Financial Condition included in this Form 10-K.

 

Deposits and Borrowings

The composition of the Corporation’s financing to total assets at December 31, 2021 and 2020 is included in Table 6.

 

Table 6 - Financing to Total Assets

 

 

 

 

 

 

 

December 31,

December 31,

% increase (decrease)

 

% of total assets

(In millions)

 

2021

 

2020

from 2020 to 2021

 

2021

 

2020

 

Non-interest bearing deposits

$

15,684

$

13,129

19.5

%

20.9

%

19.9

%

Interest-bearing core deposits

 

47,954

 

38,599

24.2

 

63.9

 

58.5

 

Other interest-bearing deposits

 

3,367

 

5,138

(34.5)

 

4.5

 

7.8

 

Repurchase agreements

 

92

 

121

(24.0)

 

0.1

 

0.2

 

Other short-term borrowings

 

75

 

-

N.M.

 

0.1

 

-

 

Notes payable

 

989

 

1,225

(19.3)

 

1.3

 

1.9

 

Other liabilities

 

968

 

1,685

(42.6)

 

1.3

 

2.6

 

Stockholders’ equity

 

5,969

 

6,029

(1.0)

 

7.9

 

9.1

 

 

Deposits

The Corporation’s deposits totaled $67.0 billion at December 31, 2021, compared to $56.9 billion at December 31, 2020.The deposits increase of $10.1 billion was mainly due to higher Puerto Rico public sector deposits by $5.2 billion and higher retail and commercial demand deposits by $3.9 billion at BPPR. Public sector deposit balances amounted to $20.3 billion at December 31, 2021. A significant portion of Puerto Rico public sector deposits are expected to be used by Puerto Rico pursuant to the Plan of Adjustment for Puerto Rico confirmed by the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) Title III

74

 

Court, which is expected to become effective on or about March 15, 2022. However, the receipt by the P.R. Government of additional COVID-19 and hurricane recovery-related Federal assistance and seasonal tax collections could increase public deposit balances at BPPR in the near term. The rate at which public deposit balances will decline is uncertain and difficult to predict. The amount and timing of any such reduction is likely to be impacted by, for example, the implementation of the Plan of Adjustment under Title III of PROMESA and the speed at which the COVID-19 federal assistance is distributed. Refer to Table 7 for a breakdown of the Corporation’s deposits at December 31, 2021 and 2020.

 

 

Table 7 - Deposits Ending Balances

 

 

 

 

 

(In thousands)

 

2021

 

 

2020

Demand deposits

$

25,889,732

 

$

22,532,729

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

 

33,674,134

 

 

26,390,565

Savings, NOW and money market deposits (brokered)

 

729,073

 

 

635,198

Time deposits (non-brokered)

 

6,685,938

 

 

7,130,749

Time deposits (brokered CDs)

 

26,211

 

 

177,099

Total deposits

$

67,005,088

 

$

56,866,340

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

 

Borrowings

The Corporation’s borrowings amounted to $1.2 billion at December 31, 2021, compared to $1.3 billion at December 31, 2020. Refer to Note 17 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.

Other liabilities

The Corporation’s other liabilities amounted to $1.0 billion at December 31, 2021, a decrease of $0.7 billion when compared to December 31, 2020, mainly due to the settlement of purchases of debt securities.

 

Stockholders’ Equity

Stockholders’ equity totaled $6.0 billion at December 31, 2021, a decrease of $59.3 million when compared to December 31, 2020, principally due to higher accumulated unrealized losses on debt securities available-for-sale by $557.0 million and the impact of the $350.0 million accelerated share repurchase transaction, offset by net income for the year ended December 31, 2021 of $934.9 million, less declared dividends of $142.3 million on common stock and $1.4 million in dividends on preferred stock and a reduction in the adjustment of pension and postretirement benefit plans of $36.1 million. Refer to the Consolidated Statements of Financial Condition, Comprehensive Income and of Changes in Stockholders’ Equity for information on the composition of stockholders’ equity. Also, refer to Note 22 for a detail of accumulated other comprehensive loss (income), an integral component of stockholders’ equity.

 

 

REGULATORY CAPITAL

The Corporation and its bank subsidiaries are subject to capital adequacy standards established by the Federal Reserve Board. The risk-based capital standards applicable to Popular, Inc. and the Banks, BPPR and PB, are based on the final capital framework of Basel III. The capital rules of Basel III include a “Common Equity Tier 1” (“CET1”) capital measure and specifies that Tier 1 capital consist of CET1 and “Additional Tier 1 Capital” instruments meeting specified requirements. Note 21 to the consolidated financial statements presents further information on the Corporation’s regulatory capital requirements, including the regulatory capital ratios of its depository institutions, BPPR and PB.

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An institution is considered “well-capitalized” if it maintains a total capital ratio of 10%, a Tier 1 capital ratio of 8%, a CET1 capital ratio of 6.5% and a leverage ratio of 5%. The Corporation’s ratios presented in Table 8 show that the Corporation was “well capitalized” for regulatory purposes, the highest classification, under Basel III for years 2021 and 2020. BPPR and PB were also well-capitalized for all years presented.

The Basel III Capital Rules also require an additional 2.5% “capital conservation buffer”, composed entirely of CET1, on top of these minimum risk-weighted asset ratios, which excludes the leverage ratio. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. Popular, BPPR and PB are required to maintain this additional capital conservation buffer of 2.5% of CET1, resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.

Table 8 presents the Corporation’s capital adequacy information for the years 2021 and 2020.

 

 

Table 8 - Capital Adequacy Data

 

 

 

 

 

 

 

 

 

At December 31,

(Dollars in thousands)

 

2021

 

 

 

2020

 

Risk-based capital:

 

 

 

 

 

 

 

 

Common Equity Tier 1 capital

$

5,476,031

 

 

$

4,992,096

 

 

Additional Tier 1 Capital

 

22,143

 

 

 

22,143

 

 

Tier 1 capital

$

5,498,174

 

 

$

5,014,239

 

 

Supplementary (Tier 2) capital

 

585,931

 

 

 

759,680

 

 

Total capital

$

6,084,105

 

 

$

5,773,919

 

 

Total risk-weighted assets

$

31,441,224

 

 

$

30,702,091

 

Adjusted average quarterly assets

$

74,238,367

 

 

$

64,305,022

 

Ratios:

 

 

 

 

 

 

 

 

Common Equity Tier 1 capital

 

17.42

%

 

 

16.26

%

 

Tier 1 capital

 

17.49

 

 

 

16.33

 

 

Total capital

 

19.35

 

 

 

18.81

 

 

Leverage ratio

 

7.41

 

 

 

7.80

 

 

Average equity to assets

 

8.12

 

 

 

9.10

 

 

Average tangible equity to assets

 

7.20

 

 

 

8.02

 

 

Average equity to loans

 

19.87

 

 

 

19.09

 

On April 1, 2020, the Corporation adopted the final rule issued by the federal banking regulatory agencies pursuant to the Economic Growth and Regulatory Paperwork Reduction Act of 1996 that simplified several requirements in the agencies’ regulatory capital rules. These rules simplified the regulatory capital requirement for mortgage servicing assets (MSAs), deferred tax assets arising from temporary differences and investments in the capital of unconsolidated financial institutions by raising the CET1 deduction threshold from 10% to 25%. The 15% CET1 deduction threshold which applies to the aggregate amount of such items was eliminated. The rule also requires, among other changes, increasing from 100% to 250% the risk weight to MSAs and temporary difference deferred tax asset not deducted from capital. For investments in the capital of unconsolidated financial institutions, the risk weight would be based on the exposure category of the investment.

The increase in the CET1 capital ratio, Tier 1 capital ratio and, total capital ratio as of December 31, 2021, compared to December 31, 2020, was mostly due to the year earnings, partially offset by the accelerated share repurchase agreement to repurchase an aggregate of $350 million of Popular’s common stock and the slight increase in risk weighted assets. The decrease in leverage capital ratio was mainly due to the increase in average total assets, driven by investments in zero or low-risk weighted debt securities and overnight Fed Funds that therefore did not have a significant impact on the risk-weighted assets.

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Pursuant to the adoption of CECL 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 benefits provided during the initial two-year delay.

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 December 31, 2021, the Corporation has $353 million in PPP loans and no loans were pledged as collateral for PPPL Facilities.

Table 9 reconciles the Corporation’s total common stockholders’ equity to common equity Tier 1 capital.

 

Table 9 - Reconciliation Common Equity Tier 1 Capital

 

 

 

 

 

 

 

 

 

At December 31,

(In thousands)

 

2021

 

 

2020

 

Common stockholders’ equity

$

6,116,756

 

$

6,224,942

 

AOCI related adjustments due to opt-out election

 

257,762

 

 

(261,245)

 

Goodwill, net of associated deferred tax liability (DTL)

 

(591,703)

 

 

(591,931)

 

Intangible assets, net of associated DTLs

 

(16,219)

 

 

(22,466)

 

Deferred tax assets and other deductions

 

(290,565)

 

 

(357,204)

 

Common equity tier 1 capital

$

5,476,031

 

$

4,992,096

 

Common equity tier 1 capital to risk-weighted assets

 

17.42

%

 

16.26

%

 

Non-GAAP financial measures

The tangible common equity ratio 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 of accounting 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 generally accepted accounting principles in the United States of America (“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 10 provides a reconciliation of total stockholders’ equity to tangible common equity and total assets to tangible assets at December 31, 2021 and 2020.

77

 

Table 10 - Reconciliation of Tangible Common Equity and Tangible Assets

 

 

 

 

 

 

 

 

 

At December 31,

 

(In thousands, except share or per share information)

 

 

2021

 

 

 

2020

 

Total stockholders’ equity

 

$

5,969,397

 

 

$

6,028,687

 

Less: Preferred stock

 

 

(22,143)

 

 

 

(22,143)

 

Less: Goodwill

 

 

(720,293)

 

 

 

(671,122)

 

Less: Other intangibles

 

 

(16,219)

 

 

 

(22,466)

 

Total tangible common equity

 

$

5,210,742

 

 

$

5,312,956

 

Total assets

 

$

75,097,899

 

 

$

65,926,000

 

Less: Goodwill

 

 

(720,293)

 

 

 

(671,122)

 

Less: Other intangibles

 

 

(16,219)

 

 

 

(22,466)

 

Total tangible assets

 

$

74,361,387

 

 

$

65,232,412

 

Tangible common equity to tangible assets

 

 

7.01

%

 

 

8.14

%

Common shares outstanding at end of period

 

 

79,851,169

 

 

 

84,244,235

 

Tangible book value per common share

 

$

65.26

 

 

$

63.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Year-to-date average

 

Total stockholders’ equity [1]

 

$

5,777,652

 

 

$

5,419,938

 

Less: Preferred Stock

 

 

(22,143)

 

 

 

(26,277)

 

Less: Goodwill

 

 

(679,959)

 

 

 

(671,121)

 

Less: Other intangibles

 

 

(20,861)

 

 

 

(25,154)

 

Total tangible common equity

 

$

5,054,689

 

 

$

4,697,386

 

Average return on tangible common equity

 

 

18.47

%

 

 

10.75

%

[1] Average balances exclude unrealized gains or losses on debt securities available-for-sale.

 

RISK MANAGEMENT

Market / Interest Rate Risk

The financial results and capital levels of the Corporation are constantly exposed to market, interest rate and liquidity risks.

Market risk refers to the risk of a reduction in the Corporation’s capital due to changes in the market valuation of its assets and/or liabilities.

Most of the assets subject to market valuation risk are debt securities classified as available-for-sale. Refer to Notes 6 and 7 for further information on the debt securities available-for-sale and held-to-maturity portfolios. Debt securities classified as available-for-sale amounted to $25.0 billion as of December 31, 2021. Other assets subject to market risk include loans held-for-sale, which amounted to $59 million, mortgage servicing rights (“MSRs”) which amounted to $122 million and securities classified as “trading”, which amounted to $30 million, as of December 31, 2021.

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.

78

 

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 amount (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. 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 December 31, 2021 and December 31, 2020, assuming a static balance sheet and parallel changes over flat spot rates over a one-year time horizon:

 

Table 11 - Net Interest Income Sensitivity (One Year Projection)

 

December 31, 2021

 

 

December 31, 2020

(Dollars in thousands)

 

Amount Change

Percent Change

 

 

Amount Change

Percent Change

 

Change in interest rate

 

 

 

 

 

 

 

 

+400 basis points

$

257,223

13.21

%

$

167,474

9.19

%

+200 basis points

 

197,354

10.14

 

 

81,690

4.49

 

+100 basis points

 

166,920

8.57

 

 

39,361

2.16

 

-100 basis points

 

(78,408)

(4.03)

 

 

(53,952)

(2.96)

 

-200 basis points

 

(120,661)

(6.20)

 

 

(71,517)

(3.93)

 

 

As of December 31, 2021, NII simulations show the Corporation maintains an asset sensitive position and is expected to benefit from an overall rising rate environment. The increases in sensitivity for the period are primarily driven by the significant deposit increases seen in 2021, which have resulted in a higher level of short-term investments and cash reserves maintained at the Federal Reserve. These assets reprice immediately under the NII simulations, thus improving the NII benefit in rising rate scenarios. The declining rate scenarios show a smaller and asymmetric impact in sensitivity as rates continue to be close to their lower bound and Popular does not allow rates to turn negative in its IRR simulations.

 

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.

79

 

Table 12 - Interest Rate Sensitivity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

 

By repricing dates

(Dollars in thousands)

 

0-30 days

 

Within 31 - 90 days

 

After three months but within six months

 

After six months but within nine months

 

After nine months but within one year

 

After one year but within two years

 

After two years

 

Non-interest bearing funds

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market investments

$

17,536,719

$

-

$

-

$

-

$

-

$

-

$

-

$

-

$

17,536,719

Investment and trading securities

 

301,103

 

436,980

 

664,755

 

678,066

 

712,179

 

3,936,869

 

17,980,634

 

548,736

 

25,259,322

Loans

 

4,907,214

 

2,492,007

 

1,412,901

 

1,359,602

 

1,307,655

 

4,272,336

 

13,548,010

 

-

 

29,299,725

Other assets

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,002,133

 

3,002,133

Total

 

22,745,036

 

2,928,987

 

2,077,656

 

2,037,668

 

2,019,834

 

8,209,205

 

31,528,644

 

3,550,869

 

75,097,899

Liabilities and stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW and money market and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

other interest bearing demand deposits

 

23,065,038

 

809,349

 

1,137,611

 

1,053,198

 

976,622

 

3,260,426

 

14,306,213

 

-

 

44,608,457

Certificates of deposit

 

1,940,456

 

496,482

 

642,437

 

647,957

 

357,661

 

971,300

 

1,655,856

 

-

 

6,712,149

Federal funds purchased and assets

 

31,550

 

30,295

 

20,102

 

9,656

 

-

 

-

 

-

 

-

 

91,603

 

sold under agreements to repurchase

 

75,000

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

75,000

Notes payable

 

1,000

 

-

 

100,000

 

-

 

2,148

 

341,103

 

544,312

 

-

 

988,563

Non-interest bearing deposits

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

15,684,482

 

15,684,482

Other non-interest bearing liabilities

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

968,248

 

968,248

Stockholders' equity

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,969,397

 

5,969,397

Total

$

25,113,044

$

1,336,126

$

1,900,150

$

1,710,811

$

1,336,431

$

4,572,829

$

16,506,381

$

22,622,127

$

75,097,899

Interest rate sensitive gap

 

(2,368,008)

 

1,592,861

 

177,506

 

326,857

 

683,403

 

3,636,376

 

15,022,263

 

(19,071,258)

 

-

Cumulative interest rate sensitive gap

 

(2,368,008)

 

(775,147)

 

(597,641)

 

(270,784)

 

412,619

 

4,048,995

 

19,071,258

 

-

 

-

Cumulative interest rate sensitive gap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to earning assets

 

(3.31)

%

(1.08)

%

(0.84)

%

(0.38)

%

0.58

%

5.66

%

26.66

%

-

 

-

 

Table 13, which presents the maturity distribution of earning assets, takes into consideration prepayment assumptions.

 

 

Table 13 - Maturity Distribution of Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2021

 

 

 

 

Maturities

 

 

 

 

 

 

After one year

 

After five years

 

 

 

 

 

 

 

 

 

 

through five years

 

through fifteen years

 

After fifteen years

 

 

 

 

One year

 

Fixed

 

Variable

 

Fixed

 

Variable

 

Fixed

 

Variable

 

 

(In thousands)

 

or less

 

interest rates

 

interest rates

 

interest rates

 

interest rates

 

interest rates

 

interest rates

 

Total

Money market securities

$

17,536,719

$

-

$

-

$

-

$

-

$

-

$

-

$

17,536,719

Investment and trading securities

 

2,714,995

 

14,688,701

 

14,430

 

7,164,229

 

4,952

 

482,039

 

-

 

25,069,345

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

5,067,977

 

4,223,468

 

2,631,141

 

910,162

 

735,828

 

80,071

 

84,054

 

13,732,701

Construction

 

497,519

 

32,857

 

149,412

 

4,693

 

31,739

 

-

 

-

 

716,220

Leasing

 

408,552

 

959,267

 

-

 

13,500

 

-

 

-

 

-

 

1,381,319

Consumer

 

1,640,359

 

3,292,532

 

268,033

 

182,496

 

527,827

 

71,873

 

-

 

5,983,121

Mortgage

 

787,698

 

2,623,120

 

121,010

 

3,381,618

 

26,056

 

546,863

 

-

 

7,486,364

Subtotal loans

 

8,402,106

 

11,131,244

 

3,169,597

 

4,492,468

 

1,321,449

 

698,807

 

84,054

 

29,299,725

Total earning assets

$

28,653,820

$

25,819,945

$

3,184,027

$

11,656,696

$

1,326,401

$

1,180,847

$

84,054

$

71,905,789

Note: Equity securities available-for-sale and other investment securities, including Federal Reserve Bank stock and Federal Home Loan Bank stock held by the Corporation, are not included in this table. Loans held-for-sale have been allocated according to the expected sale date.

 

80

 

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 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, compared with $37 million and 0.1%, respectively, at December 31, 2020. As shown in Table 14, the trading portfolio consists principally of mortgage-backed securities which at December 31, 2021 were investment grade securities. As of December 31, 2021 and December 31, 2020, 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 a net trading account loss of $389 thousand for the year ended December 31, 2021 and a net trading account gain of $1 million for the year ended December 31, 2020.

 

Table 14 - Trading Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

December 31, 2020

 

(Dollars in thousands)

 

Amount

 

Weighted Average Yield[1]

 

 

Amount

 

Weighted Average Yield[1]

 

Mortgage-backed securities

$

22,559

 

5.12

%

$

24,338

 

5.19

%

U.S. Treasury securities

 

6,530

 

0.03

 

 

11,506

 

0.04

 

Collateralized mortgage obligations

 

257

 

5.61

 

 

346

 

5.65

 

Puerto Rico government obligations

 

85

 

0.47

 

 

103

 

0.48

 

Interest-only strips

 

280

 

12.00

 

 

381

 

12.00

 

Total

$

29,711

 

4.06

%

$

36,674

 

3.64

%

[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 $0.3 million for the last week in December 31, 2021. 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.

 

Derivatives

Derivatives may be used by the Corporation as part of its overall interest rate risk management strategy to minimize significant unexpected fluctuations in earnings and cash flows that are caused by interest rate volatility. Derivative instruments that the Corporation may use include, among others, interest rate caps, indexed options, and forward contracts. The Corporation does not use highly leveraged derivative instruments in its interest rate risk management strategy. Credit risk embedded in these transactions

81

 

is reduced by requiring appropriate collateral from counterparties and entering into netting agreements whenever possible. All outstanding derivatives are recognized in the Corporation’s Consolidated Statements of Condition at their fair value. Refer to Note 26 for further information on the Corporation’s involvement in derivative instruments and hedging activities.

Cash Flow Hedges

The Corporation manages the variability of cash payments due to interest rate fluctuations by the effective use of derivatives designated as cash flow hedges and that are linked to specified hedged assets and liabilities. The cash flow hedges relate to forward contracts or TBA mortgage-backed securities that are sold and bought for future settlement to hedge mortgage-backed securities and loans prior to securitization. The seller agrees to deliver on a specified future date a specified instrument at a specified price or yield. These securities are hedging a forecasted transaction and are designated for cash flow hedge accounting. The notional amount of derivatives designated as cash flow hedges at December 31, 2021 amounted to $ 88 million (2020 - $ 189 million). Refer to Note 26 for additional quantitative information on these derivative contracts.

 

Fair Value Hedges

The Corporation did not have any derivatives designated as fair value hedges during the years ended December 31, 2021 and 2020.

Trading and Non-Hedging Derivative Activities

The Corporation enters into derivative positions based on market expectations or to benefit from price differentials between financial instruments and markets mostly to economically hedge a related asset or liability. The Corporation also enters into various derivatives to provide these types of derivative products to customers. These free-standing derivatives are carried at fair value with changes in fair value recorded as part of the results of operations for the period.

Following is a description of the most significant of the Corporation’s derivative activities that are not designated for hedge accounting.

The Corporation has over-the-counter option contracts which are utilized in order to limit the Corporation’s exposure on customer deposits whose returns are tied to the S&P 500 or to certain other equity securities or commodity indexes. In these certificates, the customer’s principal is guaranteed by the Corporation and insured by the FDIC to the maximum extent permitted by law. The instruments pay a return based on the increase of these indexes, as applicable, during the term of the instrument. Accordingly, this product gives customers the opportunity to invest in a product that protects the principal invested but allows the customer the potential to earn a return based on the performance of the indexes. The risk of issuing certificates of deposit with returns tied to the applicable indexes is economically hedged by the Corporation. Indexed options are purchased from financial institutions with strong credit standings, whose return is designed to match the return payable on the certificates of deposit issued. By hedging the risk in this manner, the effective cost of these deposits is fixed. The contracts have a maturity and an index equal to the terms of the pool of retail deposits that they are economically hedging.

The purchased indexed options are used to economically hedge the bifurcated embedded option. These option contracts do not qualify for hedge accounting, and therefore, cannot be designated as accounting hedges. At December 31, 2021, the notional amount of the indexed options on deposits approximated $ 79 million (2020 - $ 69 million) with a fair value of $ 26 million (asset) (2020 - $ 21 million) while the embedded options had a notional value of $72 million (2020 - $ 63 million) with a fair value of $ 23 million (liability) (2020 - $ 18 million).

Refer to Note 26 for a description of other non-hedging derivative activities utilized by the Corporation during 2021 and 2020.

 

Foreign Exchange

The Corporation holds an interest in BHD León in the Dominican Republic, which is an investment accounted for under the equity method. The Corporation’s carrying value of the equity interest in BHD León approximated $ 180.3 million at December 31, 2021.

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This business is conducted in the country’s foreign currency. The resulting foreign currency translation adjustment, from operations for which the functional currency is other than the U.S. dollar, is reported in accumulated other comprehensive loss in the consolidated statements of condition, except for highly-inflationary environments in which the effects would be included in the consolidated statements of operations. At December 31, 2021, the Corporation had approximately $ 67 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive income (loss), compared with an unfavorable adjustment of $ 71 million at December 31, 2020 and $ 57 million at December 31, 2019.

 

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 current 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.

Deposits, including customer deposits, brokered deposits and public funds deposits, continue to be the most significant source of funds for the Corporation, funding 89% of the Corporation’s total assets at December 31, 2021 and 86% at December 31, 2020. The ratio of total ending loans to deposits was 44% at December 31, 2021, compared to 52% at December 31, 2020. In addition to traditional deposits, the Corporation maintains borrowing arrangements, which amounted to approximately $1.2 billion in outstanding balances at December 31, 2021 (December 31, 2020 - $1.3 billion). A detailed description of the Corporation’s borrowings, including their terms, is included in Note 17 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 September 9, 2021, the Corporation completed an accelerated share repurchase program for the repurchase of an aggregate $350 million of Popular’s common stock, refer to Note 31 for additional information.

On November 1, 2021, the Corporation redeemed all outstanding 6.70% Cumulative Monthly Income Trust Preferred Securities issued by the Popular Capital Trust I, refer to Note 17 for additional information.

On January 12, 2022, Popular, Inc. announced the plan to increase its quarterly common stock dividend from $0.45 per share to $0.55 per share, commencing with the dividend payable in the second quarter of 2022, subject to the approval by its Board of Directors, and repurchase up to $500 million of its common stock during 2022.

The following sections provide further information on the Corporation’s major funding activities and needs, as well as the risks involved in these activities.

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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 17 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 $63.6 billion, or 95% of total deposits, at December 31, 2021, compared with $51.7 billion, or 91% of total deposits, at December 31, 2020. Core deposits financed 88% of the Corporation’s earning assets at December 31, 2021, compared with 82% at December 31, 2020.

The distribution by maturity of certificates of deposits with denominations of $250,000 and over at December 31, 2021 is presented in the table that follows:

 

Table 15 - Distribution by Maturity of Certificate of Deposits of $250,000 and Over

 

 

 

(In thousands)

 

 

 

3 months or less

 

$

1,772,700

Over 3 to 12 months

 

 

500,200

Over 1 year to 3 years

 

 

219,395

Over 3 years

 

 

133,795

Total

 

$

2,626,090

 

Average deposits, including brokered deposits, for the year ended December 31, 2021 represented 93% of average earning assets, compared with 91% for the year ended December 31, 2020. Table 16 summarizes average deposits for the past three years.

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Table 16 - Average Total Deposits

 

 

 

 

 

 

For the years ended December 31,

(In thousands)

 

2021

 

2020

Non-interest bearing demand deposits

$

14,687,093

$

11,537,700

Savings accounts

 

15,753,630

 

12,620,755

NOW, money market and other interest bearing demand accounts

 

25,648,707

 

19,466,357

Certificates of deposit

 

7,013,486

 

7,960,967

 

Total interest bearing deposits

 

48,415,823

 

40,048,079

 

Total average deposits

$

63,102,916

$

51,585,779

 

The Corporation had $0.8 billion in brokered deposits at December 31, 2021, which financed approximately 1% of its total assets (December 31, 2020 - $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 December 31, 2021, total public sector deposits were $20.3 billion, compared to $15.1 billion at December 31, 2020. 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.

At December 31, 2021, 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. 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 and capitalizing its banking subsidiaries.

The BHCs have in the past borrowed in the money markets and in the corporate debt market primarily to finance their non-banking subsidiaries; however, the cash needs of the Corporation’s non-banking subsidiaries other than to repay indebtedness and interest are now minimal. 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.

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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.

The outstanding balance of notes payable at the BHCs amounted to $496 million at December 31, 2021 and $682 at December 31, 2020.

The contractual maturities of the BHCs notes payable at December 31, 2021 are presented in Table 17.

 

Table 17 - Distribution of BHC's Notes Payable by Contractual Maturity

 

 

 

 

 

Year

 

(In thousands)

2023

$

297,842

Later years

 

198,292

Total

$

496,134

 

Annual debt service at the BHCs is approximately $32 million, and the Corporation’s latest quarterly dividend was $0.45 per share. On February 23, 2022, the Board of Directors of the Corporation declared a $0.55 cash dividend per common share, payable on April 1, 2022. 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 obligations during the foreseeable future. As of December 31, 2021, the BHCs had cash and money markets investments totaling $292 million, borrowing potential of $157 million from its secured facility with BPPR. In addition to these liquidity sources, the stake in EVERTEC had a market value of $583 million as of December 31, 2021 and it represents an additional source of contingent liquidity.

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. Popular, Inc. made capital contributions to its wholly owned subsidiary Popular Securities amounting to $9 million during the year 2021 and $10 million on February 24, 2022.

Dividends

During the year ended December 31, 2021, the Corporation declared cash dividend of $1.75 per common share outstanding $ 142.3 million in the aggregate. The dividends for the Corporation’s Series A preferred stock amounted to $1.4 million. During the year ended December 31, 2021, the BHC’s received dividends amounting to $761 million from BPPR, $4 million from PIBI which main source of income is derived from its investment in BHD, $31 million in dividends from its non-banking subsidiaries and $2 million in dividends from EVERTEC. 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 unpledged debt securities amounted to $3.0 billion at December 31, 2021 and $3.4 billion at December 31, 2020. 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.

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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 24 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 33 for information on operating leases and to Note 23 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 17 to the Consolidated Financial Statements has information on the Corporation’s borrowings by maturity, which amounted to $1.2 billion at December 31, 2021.

 

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.

The following summarized financial information presents the financial position of the obligor group, on a combined basis at December 31, 2021 and December 31, 2020, and the results of their operations for the period ended December 31, 2021 and December 31, 2020. Investments in and equity in the earnings from the other subsidiaries and affiliates that are not members of the obligor group have been excluded.

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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 18 - Summarized Statement of Condition

 

 

 

 

 

 

 

 

 

(In thousands)

 

December 31, 2021

 

December 31, 2020

Assets

 

 

 

 

Cash and money market investments

$

291,540

$

190,830

Investment securities

 

25,691

 

27,630

Accounts receivables from non-obligor subsidiaries

 

17,634

 

16,338

Other loans (net of allowance for credit losses of $96 (2020 - $311))

 

29,349

 

31,162

Investment in equity method investees

 

114,955

 

88,272

Other assets

 

42,251

 

46,547

Total assets

$

521,420

$

400,779

Liabilities and Stockholders' deficit

 

 

 

 

Accounts payable to non-obligor subsidiaries

$

6,481

$

3,946

Accounts payable to affiliates and related parties

 

1,254

 

977

Notes payable

 

496,134

 

681,503

Other liabilities

 

97,172

 

79,208

Stockholders' deficit

 

(79,621)

 

(364,855)

Total liabilities and stockholders' deficit

$

521,420

$

400,779

 

 

 

 

 

Table 19 - Summarized Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

For the years ended

(In thousands)

 

December 31, 2021

 

December 31, 2020

Income:

 

 

 

 

Dividends from non-obligor subsidiaries

$

792,000

$

586,000

Interest income from non-obligor subsidiaries and affiliates

 

848

 

2,383

Earnings from investments in equity method investees

 

29,387

 

17,912

Other operating income

 

3,136

 

4,340

Total income

$

825,371

$

610,635

Expenses:

 

 

 

 

Services provided by non-obligor subsidiaries and affiliates (net of reimbursement by subsidiaries for services provided by parent of $162,019 (2020 - $138,729))

$

13,594

$

13,191

Other operating expenses

 

33,524

 

29,652

Total expenses

$

47,118

$

42,843

Net income

$

778,253

$

567,792

 

 

 

 

 

During the year ended December 31, 2021, the Obligor group recorded $3.0 million of distribution from its direct equity method investees (2020 - $2.3 million), of which $2.3 million are related to dividend distributions (2020 - $2.3 million). During the year ended December 31, 2020, the Obligor group received dividend distributions from a non-obligor subsidiary amounting $12.5 million which was recorded as a reduction to the investment.

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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 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 year ended December 31, 2021, BPPR declared cash dividends of $761 million. At December 31, 2021, 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 three year’s ended December 31, 2021. 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, 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, 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 December 31, 2021 that are subject to rating triggers.

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 23 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

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required credit ratings are not maintained. Collateral pledged by the Corporation to secure recourse obligations amounted to approximately $32 million at December 31, 2021. 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.

COVID-19 Pandemic

On December 2019, a novel strain of coronavirus (COVID-19) surfaced in Wuhan, China and has since spread globally to other countries and jurisdictions, including the mainland United States and Puerto Rico. In March 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has significantly disrupted and negatively impacted the global economy, disrupted global supply chains, created significant volatility in financial markets, and increased unemployment levels worldwide, including in the markets in which we do business.

In Puerto Rico, former Governor Wanda Vázquez issued an executive order in March 2020 declaring a health emergency, ordering residents to shelter in place, implementing a mandatory curfew, and requiring the closure of non-essential businesses. Although the most restrictive measures have been eased or lifted, allowing for the gradual reopening of the economy, certain measures remain in place and additional measures may be implemented in the future as a result of a resurgence in the spread of the virus or new strains of the virus. Since the beginning of the pandemic, most businesses have had to make significant adjustments to protect customers and employees, including transitioning to telework and suspending or modifying certain operations in compliance with health and safety guidelines. The Puerto Rico Legislative Assembly enacted legislation in April 2020 requiring financial institutions to offer moratoriums on consumer financial products to clients impacted by the COVID-19 pandemic, which was effective through August 2020. The Federal Government has also approved several economic stimulus measures that seek to cushion the economic fallout of the pandemic, including providing direct subsidies, expanding eligibility for and increasing unemployment benefits and guaranteeing through the SBA PPP loans to small and medium businesses.

The COVID-19 pandemic and the restrictions imposed to curb the spread of the disease have had and may continue to have a material adverse effect on economic activity worldwide, including in Puerto Rico. The extent to which the COVID-19 pandemic will continue to adversely affect economic activity will depend on future developments, which are highly uncertain and difficult to predict, including the scope and duration of the pandemic (including the appearance of new strains of the virus), the restrictions imposed by governmental authorities and other third parties in response to the same, the pace of global vaccination efforts, and the amount of federal and local assistance offered to offset the impact of the pandemic. Pursuant to the 2022 Fiscal Plan (as defined below), economic stimulus measures have more than offset the estimated income loss due to reduced economic activity in Puerto Rico and are estimated to have caused a temporary increase in personal income on a net basis. However, there can be no assurance that these measures will be sufficient to offset the pandemic’s economic impact in the medium- and long-term.

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%

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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% GNP growth in the current fiscal year.

Fiscal Crisis

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. As a result, the Commonwealth and certain of its instrumentalities have been unable to make debt service payments on their outstanding bonds and notes since 2016. 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 are currently in the process of restructuring their debts through the debt restructuring mechanisms provided by 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 August 2016, President Obama appointed the seven original voting members of the Oversight Board through the process established in PROMESA, which authorizes the President to select the members from several lists required to be submitted by congressional leaders. In 2020, when President Donald Trump reappointed three of the original members and appointed four new members to the Oversight Board.

In October 2016, the Oversight Board designated the Commonwealth and all of its public corporations and instrumentalities as “covered entities” under PROMESA. The only Commonwealth government entities that were not subject to such initial designation were the Commonwealth’s municipalities. In May 2019, however, the Oversight Board 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 this 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 purposes of estimating tax receipts. 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 as contemplated by the Plan of Adjustment (as defined and further explained below). Therefore, it projects an unrestricted surplus after debt service average of $1 billion annually between fiscal years 2022 to 2031. This surplus declines 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

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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).

The 2022 Fiscal Plan provides for the gradual reduction and the ultimate elimination of Commonwealth budgetary subsidies to municipalities, which constitute a material portion of the operating revenues of some municipalities. Since fiscal year 2017, Commonwealth appropriations to municipalities have decreased by approximately 64% (from approximately $370 million in fiscal year 2017 to approximately $132 million in fiscal year 2020). In response to the COVID-19 crisis, reductions in appropriations to municipalities were paused in fiscal year 2021. Municipalities have also received extraordinary appropriations and other funds from federally-funded programs during the current fiscal year, which has helped temporarily offset the impact of the reduced Commonwealth support. However, the 2022 Fiscal Plan contemplates additional reductions in appropriations to municipalities starting in fiscal year 2022, before eventually phasing out all appropriations in fiscal year 2025. Further, while the Commonwealth had enacted legislation in 2019 suspending the municipality’s obligations to contribute to the Commonwealth’s health plan and pay-as-you go retirement system, such legislation was challenged by the Oversight Board and eventually declared null by the Title III court in April 2020. As a result, municipalities are required to cover their own employees’ healthcare costs and retirement benefits and had to reimburse the Commonwealth for such costs corresponding to the period during which the law was in effect. Finally, the 2022 Fiscal Plan notes that municipalities have made little or no progress towards implementing fiscal discipline required to reduce reliance on Commonwealth appropriations and that this lack of fiscal management threatens the ability of 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.

On April 23, 2021, 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.

Pending 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, 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, et. al. (the “Plan of Adjustment”) in the pending debt restructuring proceedings under Title III of PROMESA. The Plan of Adjustment seeks to restructure approximately $35 billion of debt and other claims against the Commonwealth, PBA and ERS. In October 2021, the Commonwealth’s government enacted legislation establishing the framework for the issuance of new securities by the Commonwealth in connection with the Plan of Adjustment. On January 18, 2022, the U.S. District Court confirmed the Plan of Adjustment, which is expected to become effective on or about March 15, 2022 upon the satisfaction of certain conditions to effectiveness.

Exposure of the Corporation

 

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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. The effects of the prolonged recession have been reflected in limited loan demand, an increase in the rate of foreclosures and delinquencies on loans granted in Puerto Rico. While PROMESA provided a process to address the Commonwealth’s fiscal crisis, the complexity and uncertainty of the Title III proceedings for the Commonwealth and various of its instrumentalities and the adjustment measures required by the fiscal plans still present significant economic risks. In addition, the COVID-19 outbreak has affected many of our individual customers and customers’ businesses. This, when added to Puerto Rico’s ongoing fiscal crisis and recession, could cause credit losses that adversely affect us and may negatively affect consumer confidence, result in reductions in consumer spending, and adversely impact our interest and non-interest revenues. 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, including by controlling the COVID-19 pandemic and consummating an orderly restructuring of the Commonwealth’s debt obligations while continuing to provide essential services, these adverse effects could continue or worsen in ways that we are not able to predict.

 

At December 31, 2021, the Corporation’s direct exposure to the Puerto Rico government’s instrumentalities and municipalities totaled $367 million of which $349 million were outstanding, compared to $377 million at December 31, 2020 which was fully outstanding on such date. Further deterioration of 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, $319 million consists of loans and $30 million are securities ($342 million and $35 million, respectively, at December 31, 2020). Substantially all of the amount outstanding at 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 December 31, 2021, 75% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. On July 1, 2021, the Corporation received scheduled principal payments amounting to $32 million from various obligations from Puerto Rico municipalities. For additional discussion of the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities, refer to Note 24 – Commitments and Contingencies.

 

In addition, at December 31, 2021, the Corporation had $275 million in loans insured or securities issued by Puerto Rico governmental entities, but for which the principal source of repayment is non-governmental ($317 million at December 31, 2020). These included $232 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, 2020 - $260 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 December 31, 2021, $43 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, 2020 - $46 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 described above. 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.

 

BPPR also has a significant amount of deposits from the Commonwealth, its instrumentalities, and municipalities. The amount of such deposits may fluctuate depending on the financial condition and liquidity of such entities, as well as on the ability of BPPR to maintain these customer relationships.

 

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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 24 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 maybe 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.

 

At December 31, 2021, the Corporation has operations in the United States Virgin Islands (the “USVI”) and has approximately $70 million in direct exposure to USVI government entities (December 31, 2020 - $105 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 December 31, 2021 it has a loan portfolio amounting to approximately $221 million comprised of various retail and commercial clients, compared to a loan portfolio of $251 million at December 31, 2020, which included a $19 million loan with the BVI Government that was paid off during the second quarter of 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, $1.6 billion of residential mortgages, $353 million of SBA loans under the PPP and $67 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at December 31, 2021 (compared to $1.8 billion, $1.3 billion and $60 million, respectively, at December 31, 2020).

 

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 20.

During 2021, the Corporation continued to exhibit strong credit quality and low credit costs, with low level of NCOs and decreasing NPLs, outperforming pre-pandemic trends. These improvements have been aided by the significant government stimulus and the rebound of the economy, as well as payoffs related to troubled loan resolutions. We continue to closely monitor COVID-19 pandemic related risks on borrower performance and changes in the pace of economic recovery as new variants continue to emerge. However, management believes that the improvement over the last few years in the risk profile of the Corporation’s loan portfolios positions Popular to operate successfully under the current environment.

 

Total NPAs decreased by $191 million when compared with December 31, 2020. Total non-performing loans held-in-portfolio (“NPLs”) decreased by $190 million from December 31, 2020. BPPR’s NPLs decreased by $186 million, mainly driven by lower

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commercial, mortgage, and construction NPLs by $84 million, $80 million, and $21 million, respectively. The commercial and construction NPLs decrease reflects payoffs related to troubled loan resolutions, and loans that were returned to accrual status during the period. The mortgage NPLs decrease was mainly 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. Popular U.S. NPLs decreased by $4 million from December 31, 2020, mostly related to a $7 million construction loan sold and lower consumer NPLs by $3 million, in part offset by mortgage NPLs increase by $7 million, mostly driven by loans that did not resume payment at the end of the COVID-related deferral period. At December 31, 2021, the ratio of NPLs to total loans held-in-portfolio was 1.9% compared to 2.5% in the fourth quarter of 2020. Other real estate owned loans (“OREOs”) increased by $2 million, mostly related to end of the foreclosure moratorium period.

At December 31, 2021, NPLs secured by real estate amounted to $428 million in the Puerto Rico operations and $31 million in Popular U.S. These figures were $630 million and $34 million, respectively, at December 31, 2020.

The Corporation’s commercial loan portfolio secured by real estate (“CRE”) amounted to $8.4 billion at December 31, 2021, of which $1.8 billion was secured with owner occupied properties, compared with $7.8 billion and $1.9 billion, respectively, at December 31, 2020. CRE NPLs amounted to $77 million at December 31, 2021, compared with $173 million at December 31, 2020. The CRE NPL ratios for the BPPR and Popular U.S. segments were 1.95% and 0.04%, respectively, at December 31, 2021, compared with 4.51% and 0.07%, respectively, at December 31, 2020.

In addition to the NPLs included in Table 20, at December 31, 2021, there were $214 million of performing loans, mostly commercial loans, which in management’s opinion, are currently subject to potential future classification as non-performing (December 31, 2020 - $228 million).

For the year ended December 31, 2021, total inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by approximately $132 million, when compared to the inflows for the same period in 2020. Inflows of NPLs held-in-portfolio at the BPPR segment decreased by $129 million compared to the same period in 2020, driven by lower mortgage inflows by $114 million. Inflows of NPLs held-in-portfolio at the Popular U.S. segment decreased by $3 million from the same period in 2020.

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Table 20 - Non-Performing Assets

 

December 31, 2021

December 31, 2020

 

(Dollars in thousands)

 

BPPR

 

Popular U.S.

 

Popular, Inc.

 

BPPR

 

Popular U.S.

 

Popular, Inc.

 

Non-accrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

120,047

$

5,532

$

125,579

$

204,092

$

5,988

$

210,080

 

Construction

 

485

 

-

 

485

 

21,497

 

7,560

 

29,057

 

Leasing

 

3,102

 

-

 

3,102

 

3,441

 

-

 

3,441

 

Mortgage

 

333,887

 

21,969

 

355,856

 

414,343

 

14,864

 

429,207

 

Auto

 

23,085

 

-

 

23,085

 

15,736

 

-

 

15,736

 

Consumer

 

33,683

 

6,087

 

39,770

 

41,268

 

8,985

 

50,253

 

Total non-performing loans held-in-portfolio

 

514,289

 

33,588

 

547,877

 

700,377

 

37,397

 

737,774

 

Non-performing loans held-for-sale[1]

 

-

 

-

 

-

 

-

 

2,738

 

2,738

 

Other real estate owned ("OREO")

 

83,618

 

1,459

 

85,077

 

81,512

 

1,634

 

83,146

 

Total non-performing assets

$

597,907

$

35,047

$

632,954

$

781,889

$

41,769

$

823,658

 

Accruing loans past-due 90 days or more[2]

$

480,649

$

118

$

480,767

$

1,028,061

$

3

$

1,028,064

 

Non-performing loans to loans held-in-portfolio

 

 

 

 

 

1.87

%

 

 

 

 

2.51

%

Interest lost

 

 

 

 

$

38,123

 

 

 

 

$

45,040

 

[1] There were no non-performing loans held-for-sale as of December 31, 2021 (December 31, 2020 - $3 million in commercial loans).

[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 $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 (December 31, 2020 - $57 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 (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 (December 31, 2020 - $329 million). 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 (December 31, 2020 - $60 million).

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Table 21 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2021

(In thousands)

 

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance

$

639,932

$

28,412

$

668,344

Plus:

 

 

 

 

 

 

 

 

New non-performing loans

 

234,258

 

51,494

 

285,752

 

 

Advances on existing non-performing loans

 

-

 

84

 

84

Less:

 

 

 

 

 

 

 

 

Non-performing loans transferred to OREO

 

(34,419)

 

-

 

(34,419)

 

 

Non-performing loans charged-off

 

(35,963)

 

(1,592)

 

(37,555)

 

 

Loans returned to accrual status / loan collections

 

(349,389)

 

(42,124)

 

(391,513)

 

 

Loans transferred to held-for-sale

 

-

 

(8,773)

 

(8,773)

Ending balance NPLs

$

454,419

$

27,501

$

481,920

 

 

 

 

 

 

 

 

 

Table 22 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2020

(In thousands)

 

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance

$

431,082

$

16,621

$

447,703

Transition of PCI to PCD loans under CECL

 

245,703

 

18,547

 

264,250

Plus:

 

 

 

 

 

 

 

 

New non-performing loans

 

362,786

 

54,092

 

416,878

 

 

Advances on existing non-performing loans

 

-

 

825

 

825

Less:

 

 

 

 

 

 

 

 

Non-performing loans transferred to OREO

 

(11,762)

 

-

 

(11,762)

 

 

Non-performing loans charged-off

 

(44,675)

 

(3,204)

 

(47,879)

 

 

Loans returned to accrual status / loan collections

 

(343,202)

 

(47,790)

 

(390,992)

 

 

Loans transferred to held-for-sale

 

-

 

(10,679)

 

(10,679)

Ending balance NPLs

$

639,932

$

28,412

$

668,344

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Table 23 - Activity in Non-Performing Commercial Loans Held-In-Portfolio

 

 

 

For the year ended December 31, 2021

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$204,092

 

$5,988

 

$210,080

Plus:

 

 

 

 

 

 

New non-performing loans

57,132

 

13,510

 

70,642

 

Advances on existing non-performing loans

-

 

52

 

52

Less:

 

 

 

 

 

 

Non-performing loans transferred to OREO

(9,261)

 

-

 

(9,261)

 

Non-performing loans charged-off

(14,935)

 

(1,042)

 

(15,977)

 

Loans returned to accrual status / loan collections

(116,981)

 

(11,203)

 

(128,184)

 

Loans transferred to held-for-sale

-

 

(1,773)

 

(1,773)

Ending balance - NPLs

$120,047

 

$5,532

 

$125,579

 

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

 

 

 

For the year ended December 31, 2020

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$147,255

 

5,504

 

$152,759

Transition of PCI to PCD loans under CECL

112,517

 

18,547

 

131,064

Plus:

 

 

 

 

 

 

New non-performing loans

50,834

 

15,496

 

66,330

 

Advances on existing non-performing loans

-

 

633

 

633

Less:

 

 

 

 

 

 

Non-performing loans transferred to OREO

(2,304)

 

-

 

(2,304)

 

Non-performing loans charged-off

(23,755)

 

(1,646)

 

(25,401)

 

Loans returned to accrual status / loan collections

(80,455)

 

(21,867)

 

(102,322)

 

Loans transferred to held-for-sale

-

 

(10,679)

 

(10,679)

Ending balance - NPLs

$204,092

 

$5,988

 

$210,080

 

Table 25 - Activity in Non-Performing Construction Loans Held-In-Portfolio

 

 

 

For the year ended December 31, 2021

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$21,497

 

$7,560

 

$29,057

Plus:

 

 

 

 

 

 

New non-performing loans

481

 

12,141

 

12,622

Less:

 

 

 

 

 

 

Non-performing loans charged-off

(6,620)

 

(523)

 

(7,143)

 

Loans returned to accrual status / loan collections

(14,873)

 

(12,178)

 

(27,051)

 

Loans in accrual status transfer to held-for-sale

-

 

(7,000)

 

(7,000)

Ending balance - NPLs

$485

 

$-

 

$485

98

 

Table 26 - Activity in Non-Performing Construction Loans Held-in-Portfolio

 

 

 

For the year ended December 31, 2020

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$119

 

$26

 

$145

Plus:

 

 

 

 

 

 

New non-performing loans

21,514

 

9,069

 

30,583

Less:

 

 

 

 

 

 

Non-performing loans charged-off

-

 

(1,509)

 

(1,509)

 

Loans returned to accrual status / loan collections

(136)

 

(26)

 

(162)

Ending balance - NPLs

$21,497

 

$7,560

 

$29,057

 

Table 27 - Activity in Non-Performing Mortgage Loans Held-in-Portfolio

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2021

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$414,343

 

$14,864

 

$429,207

Plus:

 

 

 

 

 

 

New non-performing loans

176,645

 

25,843

 

202,488

 

Advances on existing non-performing loans

-

 

32

 

32

Less:

 

 

 

 

 

 

Non-performing loans transferred to OREO

(25,158)

 

-

 

(25,158)

 

Non-performing loans charged-off

(14,408)

 

(27)

 

(14,435)

 

Loans returned to accrual status / loan collections

(217,535)

 

(18,743)

 

(236,278)

Ending balance - NPLs

$333,887

 

$21,969

 

$355,856

 

Table 28 - Activity in Non-Performing Mortgage Loans Held-in-Portfolio

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2020

(In thousands)

BPPR

 

Popular U.S.

 

Popular, Inc.

Beginning balance - NPLs

$283,708

 

$11,091

 

$294,799

Transition of PCI to PCD loans under CECL

133,186

 

-

 

133,186

Plus:

 

 

 

 

 

 

New non-performing loans

290,438

 

29,527

 

319,965

 

Advances on existing non-performing loans

-

 

192

 

192

Less:

 

 

 

 

 

 

Non-performing loans transferred to OREO

(9,458)

 

-

 

(9,458)

 

Non-performing loans charged-off

(20,920)

 

(49)

 

(20,969)

 

Loans returned to accrual status / loan collections

(262,611)

 

(25,897)

 

(288,508)

Ending balance - NPLs

$414,343

 

$14,864

 

$429,207

99

 

Loan Delinquencies

Another key measure used to evaluate and monitor the Corporation’s asset quality is loan delinquencies. Loans delinquent 30 days or more and delinquencies, as a percentage of their related portfolio category at December 31, 2021 and 2020, are presented below.

 

Table 29 - Loan Delinquencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

2021

 

 

2020

 

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

$

161,251

$

13,732,701

 

1.17

%

$

249,484

$

13,614,310

 

1.83

%

Construction

 

485

 

716,220

 

0.07

 

 

50,369

 

926,208

 

5.44

 

Leasing

 

14,379

 

1,381,319

 

1.04

 

 

14,009

 

1,197,661

 

1.17

 

Mortgage [1]

 

1,141,082

 

7,427,196

 

15.36

 

 

1,775,902

 

7,890,680

 

22.51

 

Consumer

 

173,896

 

5,983,121

 

2.91

 

 

179,789

 

5,756,337

 

3.12

 

Loans held-for-sale

 

-

 

59,168

 

-

 

 

3,108

 

99,455

 

3.13

 

Total

$

1,491,093

$

29,299,725

 

5.09

%

$

2,272,661

$

29,484,651

 

7.71

%

[1]

Loans delinquent 30 days or more includes $0.6 billion of residential mortgage loans insured by FHA or guaranteed by the VA as of December 31, 2021 (December 31, 2020 - $1.1 billion). Refer to Note 8 to the Consolidated Financial Statements for additional information of guaranteed loans.

 

Allowance for Credit Losses (“ACL”)

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 December 31, 2021, the allowance for credit losses amounted to $695 million, a decrease of $201 million, when compared with December 31, 2020, mainly prompted by improvements in credit quality and the macroeconomic outlook. Since the December 31, 2020, scenarios, updated economic assumptions have included a more optimistic view of the economy, prompting substantial reductions in reserves across different portfolios, also contributing to lower qualitative reserves. Given that any one economic outlook is inherently uncertain, the Corporation leverages multiple scenarios to estimate its ACL. The baseline scenario continues to be assigned the highest probability, followed by the pessimistic scenario. During the fourth quarter of 2021, in response to recent events that impacted both epidemiological and fiscal assumptions, the weight assigned to the pessimistic scenario was increased, contributing to an increase of approximately $13 million in reserves.

 

The ACL for BPPR decreased by $146 million to $594 million, when compared to December 31, 2020. The ACL for Popular U.S. decreased by $55 million to $101 million, when compared to December 31, 2020. The decrease in ACL was mainly driven by

100

 

continued borrower performance and improvements in the macroeconomic outlook, coupled with releases of qualitative reserves. The current baseline forecast continues to show a favorable economic scenario. The 2022 expected GDP growth rate for Puerto Rico is approximately 4%, with the unemployment rate expected to average around 7.4% for the year. In the case of the United States, the baseline scenario expects GDP growth for 2022 of approximately 4.6%, with unemployment rate expected to average around 3.7%. For 2023 both regions expect GDP growth with average unemployment rate levels remaining stable in comparison to 2022.

 

The provision for credit losses for the year ended December 31, 2021, amounted to a benefit of $183.3 million, a favorable variance of $465.7 million from the same period in the prior year, mainly driven by the abovementioned improvements in credit quality and the macroeconomic outlook, and lower NCOs. 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.

 

The following table presents net charge-offs to average loans held-in-portfolio (“HIP”) ratios by loan category for the years ended December 31, 2021 and 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 30 - Net Charge-Offs (Recoveries) to Average Loans HIP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2021

 

December 31, 2020

 

 

BPPR

 

Popular U.S.

 

Popular Inc.

 

BPPR

 

Popular U.S.

 

Popular Inc.

 

Commercial

(0.24)

%

(0.02)

%

(0.15)

%

0.21

%

(0.04)

%

0.11

%

Construction

1.27

 

(0.02)

 

0.19

 

(0.57)

 

0.04

 

(0.07)

 

Mortgage

0.04

 

-

 

0.04

 

0.32

 

-

 

0.27

 

Leasing

0.11

 

-

 

0.11

 

0.66

 

-

 

0.66

 

Consumer

0.58

 

0.99

 

0.60

 

2.44

 

3.07

 

2.48

 

Total

0.09

%

0.01

%

0.07

%

0.85

%

0.13

%

0.66

%

 

NCOs for the year ended December 31, 2021 amounted to $20.7 million, decreasing by $165.7 million when compared to the same period in 2020. The BPPR segment decreased by $156.9 million mainly driven by lower consumer, commercial, and mortgage NCOs by $101.5 million, $35.2 million and $16.9 million, respectively. The PB segment decreased by 8.8 million, mainly driven by lower consumer NCOs by $9.4 million. The decrease in 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.

101

 

Table 31 - 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 32 - Allowance for Credit Losses - Loan Portfolios

 

December 31, 2020

(Dollars in thousands)

Commercial

Construction

 

Mortgage

Leasing

Consumer

Total

 

Total ACL

$

333,380

 

$

14,237

 

$

215,716

 

$

16,863

 

$

316,054

 

$

896,250

 

Total loans held-in-portfolio

$

13,614,310

 

$

926,208

 

$

7,890,680

 

$

1,197,661

 

$

5,756,337

 

$

29,385,196

 

ACL to loans held-in-portfolio

 

2.45

%

 

1.54

%

 

2.73

%

 

1.41

%

 

5.49

%

 

3.05

%

Total Non-performing loans held-in-portfolio

$

210,080

 

$

29,057

 

$

429,207

 

$

3,441

 

$

65,989

 

$

737,774

 

ACL to non-performing loans held-in-portfolio

 

158.69

%

 

49.00

%

 

50.26

%

 

490.06

%

 

478.95

%

 

121.48

%

 

Table 33 details the breakdown of the allowance for credit losses by loan categories. The breakdown is made for analytical purposes, and it is not necessarily indicative of the categories in which future loan losses may occur.

102

 

Table 33 - Allocation of the Allowance for Credit Losses - Loans

At December 31,

 

2021

 

2020

 

 

 

% of loans

 

 

% of loans

 

 

 

in each

 

 

in each

 

 

 

category to

 

 

category to

 

(Dollars in millions)

ACL

total loans

 

ACL

total loans

 

Commercial

$215.8

47.0

%

$333.4

46.3

%

Construction

6.4

2.4

 

14.3

3.2

 

Mortgage

154.5

25.4

 

215.7

26.8

 

Leasing

17.6

4.7

 

16.9

4.1

 

Consumer

301.1

20.5

 

316.0

19.6

 

Total[1]

$695.4

100.0

%

$896.3

100.0

%

[1] Note: For purposes of this table the term loans refers to loans held-in-portfolio excluding loans held-for-sale.

 

Troubled debt restructurings

The Corporation’s troubled debt restructurings (“TDRs”) loans amounted to $1.7 billion at December 31, 2021, decreasing by $12 million, from December 31, 2020. A total of $716 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 $9 million, mostly related to a combined decrease of $58 million in the commercial and construction TDRs and lower consumer TDRs by $11 million, in part offset by higher mortgage TDRs by $61 million, of which $61 million were related to government guaranteed loans. The Popular U.S. segment TDRs have remained essentially flat since December 31, 2020. TDRs in accruing status increased by $74 million from December 31, 2020, mostly related to an increase of $83 million in BPPR’s mortgage TDRs, in part offset by a decrease of $10 million in BPPR’s consumer TDRs, while non-accruing TDRs decreased by $86 million, of which $60 million were related to commercial and construction TDRs.

 

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

 

Enterprise Risk Management

The Corporation’s Board of Directors has established a Risk Management Committee (“RMC”) to, among other things, assist the Board in its (i) oversight of the Corporation’s overall risk framework and (ii) to monitor, review, and approve policies to measure, limit and manage the Corporation’s risks.

 

The Corporation has established a three lines of defense framework: (a) business line management constitutes the first line of defense by identifying and managing the risks associated with business activities, (b) components of the Risk Management Group and the Corporate Security Group, among others, act as the second line of defense by, among other things, measuring and reporting on the Corporation’s risk activities, and (c) the Corporate Auditing Division, as the third line of defense, reporting directly to the Audit Committee of the Board, by independently providing assurance regarding the effectiveness of the risk framework.

 

The Enterprise Risk Management Committee (the “ERM Committee”) is a management committee whose purpose is to: (a) monitor the principal risks as defined in the Risk Appetite Statement (“RAS”) of the Risk Management Policy affecting our business and within the Corporation’s Enterprise Risk Management (“ERM”) framework, (b) review key risk indicators and related developments at the business level consistent with the RAS, and (c) lead the incorporation of a uniform Governance, Risk and Compliance framework across the Corporation. The ERM Committee and the Market Risk & ERM Unit in the Financial and Operational Risk Management Division (the “FORM Division”), in coordination with the Chief Risk Officer, create the framework to identify and

103

 

manage multiple and cross-enterprise risks, and to articulate the RAS and supporting metrics. Our risk management program monitors the following principal risks: credit, interest rate, market, liquidity, operational, cyber and information security, legal, regulatory affairs, regulatory and financial compliance, BSA/ AML & sanctions, strategic and reputational.

 

The Market Risk & ERM Unit has established a process to ensure that an appropriate standard readiness assessment is performed before we launch a new product or service. Similar procedures are followed with the Treasury Division for transactions involving the purchase and sale of assets, and by the Mergers and Acquisitions Division for acquisition transactions.

 

The Asset/Liability Committee (“ALCO”), composed of senior management representatives from the business lines and corporate functions, and the Corporate Finance Group, are responsible for planning and executing the Corporation’s market, interest rate risk, funding activities and strategy, as well as for implementing approved policies and procedures. The ALCO also reviews the Corporation’s capital policy and the attainment of the capital management objectives. In addition, the Market Risk Unit independently measures, monitors and reports compliance with liquidity and market risk policies, and oversees controls surrounding interest risk measurements.

 

The Corporate Compliance Committee, comprised of senior management team members and representatives from the Regulatory and Financial Compliance Division, the Financial Crimes Compliance Division and the Corporate Risk Services Division, among others, are responsible for overseeing and assessing the adequacy of the risk management processes that underlie Popular’s compliance program for identifying, assessing, measuring, monitoring, testing, mitigating, and reporting compliance risks. They also supervise Popular’s reporting obligations under the compliance program so as to ensure the adequacy, consistency and timeliness of the reporting of compliance-related risks across the Corporation.

 

The Regulatory Affairs team is responsible for maintaining an open dialog with the banking regulatory agencies in order to ensure regulatory risks are properly identified, measured, monitored, as well as communicated to the appropriate regulatory agency as necessary to keep them apprised of material matters within the purview of these agencies.

 

The Credit Strategy Committee, composed of senior level management representatives from the business lines and corporate functions, and the Corporate Credit Risk Management Division, are responsible for managing the Corporation’s overall credit exposure by establishing policies, standards and guidelines that define, quantify and monitor credit risk and assessing the adequacy of the allowance for credit losses.

 

The Corporation’s Operational Risk Committee (“ORCO”) and the Cyber Security Committee, which are composed of senior level management representatives from the business lines and corporate functions, provide executive oversight to facilitate consistency of effective policies, best practices, controls and monitoring tools for managing and assessing all types of operational risks across the Corporation. The FORM Division, within the Risk Management Group, serves as ORCO’s operating arm and is responsible for establishing baseline processes to measure, monitor, limit and manage operational risk.

The Corporate Security Group (“CSG”), under the direction of the Chief Security Officer, leads all efforts pertaining to cybersecurity, enterprise fraud and data privacy, including developing strategies and oversight processes with policies and programs that mitigate compliance, operational, strategic, financial and reputational risks associated with the Corporation’s and our customers’ data and assets. The CSG also leads the Cyber Security Committee.

 

The Corporate Legal Division, in this context, has the responsibility of assessing, monitoring, managing and reporting with respect to legal risks, including those related to litigation, investigations and other material legal matters.

 

The Corporation has also established an Environmental, Social and Governance (“ESG”) Committee whose purpose and responsibility is to oversee the Corporation’s ESG strategies and support the development and consistent application of policies, processes and procedures that measure, limit and manage ESG matters and risks.

The processes of strategic risk planning and the evaluation of reputational risk are on-going processes through which continuous data gathering and analysis are performed. In order to ensure strategic risks are properly identified and monitored, the Corporate Strategic Planning Division performs periodic assessments regarding corporate strategic priority initiatives as well as emerging issues. The Acquisitions and Corporate Investments Division continuously assesses potential strategic transactions. The Corporate

104

 

Communications Division is responsible for the monitoring, management and implementation of action plans with respect to reputational risk issues.

 

Popular’s capital planning process integrates the Corporation’s risk profile as well as its strategic focus, operating environment, and other factors that could materially affect capital adequacy in hypothetical highly-stressed business scenarios. Capital ratio targets and triggers take into consideration the different risks evaluated under Popular’s risk management framework.

 

In addition to establishing a formal process to manage risk, our corporate culture is also critical to an effective risk management function. Through our Code of Ethics, the Corporation provides a framework for all our employees to conduct themselves with the highest integrity.

 

ADOPTION OF NEW ACCOUNTING STANDARDS AND ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS

Refer to Note 3, “New Accounting Pronouncements” to the Consolidated Financial Statements.

105

 

Statistical Summary 2020-2021

Statements of Financial Condition

 

 

 

 

 

At December 31,

(In thousands)

2021

2020

Assets:

 

 

 

 

Cash and due from banks

$

428,433

$

491,065

Money market investments:

 

 

 

 

 

 

Time deposits with other banks

 

17,536,719

 

11,640,880

 

 

Total money market investments

 

17,536,719

 

11,640,880

Trading account debt securities, at fair value

 

29,711

 

36,674

Debt securities available-for-sale, at fair value

 

24,968,269

 

21,561,152

Debt securities held-to-maturity, at amortized cost

 

79,461

 

92,621

 

 

Less – Allowance for credit losses

 

8,096

 

10,261

 

 

Debt securities held-to-maturity, net

 

71,365

 

82,360

Equity securities

 

189,977

 

173,737

Loans held-for-sale, at lower of cost or fair value

 

59,168

 

99,455

Loans held-in-portfolio:

 

 

 

 

 

 

Loans held-in-portfolio

 

29,506,225

 

29,588,430

 

 

Less – Unearned income

 

265,668

 

203,234

 

 

 

Allowance for credit losses

 

695,366

 

896,250

 

 

Total loans held-in-portfolio, net

 

28,545,191

 

28,488,946

Premises and equipment, net

 

494,240

 

510,241

Other real estate

 

85,077

 

83,146

Accrued income receivable

 

203,096

 

209,320

Mortgage servicing rights, at fair value

 

121,570

 

118,395

Other assets

 

1,628,571

 

1,737,041

Goodwill

 

720,293

 

671,122

Other intangible assets

 

16,219

 

22,466

Total assets

$

75,097,899

$

65,926,000

Liabilities and Stockholders’ Equity

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Non-interest bearing

$

15,684,482

$

13,128,699

 

 

Interest bearing

 

51,320,606

 

43,737,641

 

 

Total deposits

 

67,005,088

 

56,866,340

Assets sold under agreements to repurchase

 

91,603

 

121,303

Other short-term borrowings

 

75,000

 

-

Notes payable

 

988,563

 

1,224,981

Other liabilities

 

968,248

 

1,684,689

 

 

Total liabilities

 

69,128,502

 

59,897,313

Stockholders’ equity:

 

 

 

 

Preferred stock

 

22,143

 

22,143

Common stock

 

1,046

 

1,045

Surplus

 

4,650,182

 

4,571,534

Retained earnings

 

2,973,745

 

2,260,928

Treasury stock – at cost

 

(1,352,650)

 

(1,016,954)

Accumulated other comprehensive (loss) income, net of tax

 

(325,069)

 

189,991

 

 

Total stockholders’ equity

 

5,969,397

 

6,028,687

Total liabilities and stockholders’ equity

$

75,097,899

$

65,926,000

106

 

Statistical Summary 2019-2021

Statements of Operations

 

 

 

 

For the years ended December 31,

(In thousands)

2021

 

2020

 

2019

Interest income:

 

 

 

 

 

 

 

 

Loans

$

1,747,827

 

$

1,742,390

 

$

1,802,968

Money market investments

 

21,147

 

 

19,721

 

 

89,823

Investment securities

 

353,663

 

 

329,440

 

 

368,002

Total interest income

 

2,122,637

 

 

2,091,551

 

 

2,260,793

Less - Interest expense

 

165,047

 

 

234,938

 

 

369,099

Net interest income

 

1,957,590

 

 

1,856,613

 

 

1,891,694

Provision for credit losses (benefit)

 

(193,464)

 

 

292,536

 

 

165,779

Net interest income after provision for credit losses (benefit)

 

2,151,054

 

 

1,564,077

 

 

1,725,915

Mortgage banking activities

 

50,133

 

 

10,401

 

 

32,093

Net gain (loss) on sale of debt securities

 

23

 

 

41

 

 

(20)

Net gain, including impairment on equity securities

 

131

 

 

6,279

 

 

2,506

Net (loss) profit on trading account debt securities

 

(389)

 

 

1,033

 

 

994

Net (loss) gain on sale of loans, including valuation adjustments on loans held-for-sale

 

(73)

 

 

1,234

 

 

-

Adjustment (expense) to indemnity reserves on loans sold

 

4,406

 

 

390

 

 

(343)

Other non-interest income

 

587,897

 

 

492,934

 

 

534,653

Total non-interest income

 

642,128

 

 

512,312

 

 

569,883

Operating expenses:

 

 

 

 

 

 

 

 

Personnel costs

 

631,802

 

 

564,205

 

 

590,625

All other operating expenses

 

917,473

 

 

893,624

 

 

886,857

Total operating expenses

 

1,549,275

 

 

1,457,829

 

 

1,477,482

Income before income tax

 

1,243,907

 

 

618,560

 

 

818,316

Income tax expense

 

309,018

 

 

111,938

 

 

147,181

Net Income

$

934,889

 

$

506,622

 

$

671,135

Net Income Applicable to Common Stock

$

933,477

 

$

504,864

 

$

667,412

107

 

Statistical Summary 2019-2021

Average Balance Sheet and Summary of Net Interest Income

 

On a Taxable Equivalent Basis*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

2020

 

2019

(Dollars in thousands)

 

Average Balance

 

Interest

Average Rate

 

Average Balance

 

Interest

Average Rate

 

Average Balance

 

Interest

Average Rate

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market investments

$

15,999,741

$

21,147

0.13

%

$

8,597,652

$

19,723

0.23

%

$

4,166,293

$

89,824

2.16

%

U.S. Treasury securities

 

12,396,773

 

266,670

2.16

 

 

12,107,819

 

257,308

2.13

 

 

9,823,518

 

302,025

3.07

 

Obligations of U.S. Government

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

sponsored entities

 

7,972

 

120

1.50

 

 

70,424

 

2,818

4.00

 

 

234,553

 

5,911

2.52

 

Obligations of Puerto Rico, States

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and political subdivisions

 

75,607

 

7,608

10.06

 

 

82,051

 

5,705

6.95

 

 

93,313

 

6,394

6.85

 

Collateralized mortgage obligations and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

mortgage-backed securities

 

10,255,525

 

224,706

2.19

 

 

6,913,416

 

194,794

2.82

 

 

5,582,051

 

178,964

3.21

 

Other

 

194,640

 

9,027

4.64

 

 

178,818

 

7,369

4.12

 

 

171,223

 

8,487

4.96

 

Total investment securities

 

22,930,517

 

508,131

2.22

 

 

19,352,528

 

467,994

2.42

 

 

15,904,658

 

501,781

3.15

 

Trading account securities

 

84,380

 

4,339

5.16

 

 

69,446

 

4,165

6.00

 

 

67,596

 

5,103

7.55

 

Loans (net of unearned income)

 

29,074,045

 

1,794,789

6.19

 

 

28,384,981

 

1,785,022

6.29

 

 

26,806,368

 

1,850,894

6.90

 

 

Total interest earning assets/Interest income

$

68,088,683

$

2,328,406

3.43

%

$

56,404,607

$

2,276,904

4.04

%

$

46,944,915

$

2,447,602

5.21

%

 

Total non-interest earning assets

 

3,079,942

 

 

 

 

 

3,178,848

 

 

 

 

 

3,396,912

 

 

 

 

 

Total assets

$

71,168,625

 

 

 

 

$

59,583,455

 

 

 

 

$

50,341,827

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings, NOW, money market and other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest bearing demand accounts

$

41,387,504

$

59,034

0.15

%

$

32,077,578

$

92,417

0.29

%

$

25,575,455

$

192,200

0.75

%

Time deposits

 

7,028,334

 

52,587

0.75

 

 

7,970,474

 

83,438

1.05

 

 

7,770,430

 

112,658

1.45

 

Federal funds purchased

 

1

 

-

0.25

 

 

342

 

1

0.25

 

 

-

 

-

2.63

 

Securities purchased under agreement to resell

 

91,394

 

317

0.35

 

 

143,718

 

2,336

1.63

 

 

222,565

 

5,882

2.64

 

Other short-term borrowings

 

343

 

1

0.35

 

 

21,557

 

120

0.56

 

 

8,703

 

217

2.50

 

Notes payable

 

1,184,737

 

53,107

4.49

 

 

1,178,169

 

56,626

4.81

 

 

1,194,119

 

58,142

4.77

 

 

Total interest bearing liabilities/Interest expense

 

49,692,313

 

165,046

0.33

 

 

41,391,838

 

234,938

0.57

 

 

34,771,272

 

369,099

1.06

 

 

Total non-interest bearing liabilities

 

15,698,660

 

 

 

 

 

12,771,679

 

 

 

 

 

9,857,038

 

 

 

 

Total liabilities

 

65,390,973

 

 

 

 

 

54,163,517

 

 

 

 

 

44,628,310

 

 

 

 

Stockholders' equity

 

5,777,652

 

 

 

 

 

5,419,938

 

 

 

 

 

5,713,517

 

 

 

 

Total liabilities and stockholders' equity

$

71,168,625

 

 

 

 

$

59,583,455

 

 

 

 

$

50,341,827

 

 

 

 

Net interest income on a taxable equivalent basis

 

 

$

2,163,360

 

 

 

 

$

2,041,966

 

 

 

 

$

2,078,503

 

 

Cost of funding earning assets

 

 

 

 

0.24

%

 

 

 

 

0.42

%

 

 

 

 

0.78

%

Net interest margin

 

 

 

 

3.19

%

 

 

 

 

3.62

%

 

 

 

 

4.43

%

Effect of the taxable equivalent adjustment

 

 

 

205,770

 

 

 

 

 

185,353

 

 

 

 

 

186,809

 

 

Net interest income per books

 

 

$

1,957,590

 

 

 

 

$

1,856,613

 

 

 

 

$

1,891,694

 

 

 

* Shows the effect of the tax exempt status of some loans and investments on their yield, using the applicable statutory income tax rates. The computation considers the interest expense disallowance required by the Puerto Rico Internal Revenue Code. This adjustment is shown in order to compare the yields of the tax exempt and taxable assets on a taxable basis.

 

Note: Average loan balances include the average balance of non-accruing loans. No interest income is recognized for these loans in accordance with the Corporation’s policy.

108

 

Picture 6

Report of Management on Internal Control Over Financial Reporting

The management of Popular, Inc. (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a - 15(f) and 15d - 15(f) under the Securities Exchange Act of 1934 and for our assessment of internal control over financial reporting. The Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and includes controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA). The Corporation’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The management of Popular, Inc. has assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

On October 15, 2021, Popular Equipment Finance, LLC (“PEF”), a newly formed wholly-owned subsidiary of Popular Bank (“PB”), completed the acquisition of certain assets and the assumption of certain liabilities of K2 Capital Group LLC’s (“K2”) equipment leasing and financing business based in Minnesota (the “Acquired Business”). The Acquired Business’ total assets and total revenues represented approximately 0.2% and 0.2%, respectively, of the related consolidated financial statements as of and for the period ended December 31, 2021. The Corporation has excluded the Acquired Business from its assessment of the design and operating effectiveness of internal controls over financial reporting for the fiscal year 2021. The Corporation made this determination in accordance with SEC’s guidance which permits the exclusion of a recently acquired business from the scope of this assessment in the year of acquisition.

Based on our assessment, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2021 based on the criteria referred to above.

The Corporation’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2021, as stated in their report dated March 1, 2022 which appears herein.

Picture 5

 

Picture 4

Ignacio Alvarez

 

Carlos J. Vázquez

President and

 

Executive Vice President

Chief Executive Officer

 

and Chief Financial Officer

 

109

 

Picture 1

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Popular, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated statements of financial condition of Popular, Inc. and its subsidiaries (the “Corporation”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, including the related notes collectively referred to as the “consolidated financial statements”). We also have audited the Corporation's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

 

Change in Accounting Principle

 

As discussed in Note 3 to the consolidated financial statements, the Corporation changed the manner in which it accounts for its allowance for credit losses in 2020.

 

Basis for Opinions

 

The Corporation's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Corporation’s consolidated financial statements and on the Corporation’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an

110

 

understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

As described in the Report of Management on Internal Control Over Financial Reporting, management has excluded the business acquired from K2 Capital Group LLC (the "acquired business") from its assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Corporation in a purchase business combination during 2021. We have also excluded the acquired business from our audit of internal control over financial reporting. The acquired business' total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent .2% and .2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

 

Definition and Limitations of Internal Control over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management's assessment and our audit of Popular, Inc.'s internal control over financial reporting also included controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA). A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Allowance for Credit Losses on Loans Held-in-Portfolio - Quantitative Models, and Qualitative Adjustments to the Puerto Rico Portfolios

 

As described in Notes 2 and 9 to the consolidated financial statements, 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. As of December 31, 2021, the allowance for credit losses was $695 million on total loans of $29 billion. This CECL model establishes a forward-looking methodology that reflects the expected credit losses over the lives of financial assets. The quantitative modeling framework includes competing risk models to generate lifetime defaults and prepayments, and other loan level modeling techniques to estimate loss

111

 

severity. As part of this methodology, management evaluates various macroeconomic scenarios, and may apply probability weights to the outcome of the selected scenarios. The ACL also includes a qualitative framework that addresses losses that are expected but not captured within the quantitative modeling framework. In order to identify potential losses that are not captured through the models, management evaluated model limitations as well as the different risks covered by the variables used in each quantitative model. To complement the analysis, management also evaluated sectors that have low levels of historical defaults, but current conditions show the potential for future losses.

 

The principal considerations for our determination that performing procedures relating to the allowance for credit losses on loans held-in-portfolio quantitative models, and qualitative adjustments to the Puerto Rico portfolios is a critical audit matter are (i) the significant judgment by management in determining the allowance for credit losses, including qualitative adjustments to the Puerto Rico portfolios, which in turn led to a high degree of auditor effort, judgment, and subjectivity in performing procedures and evaluating audit evidence relating to the allowance for credit losses, including management’s selection of macroeconomic scenarios and probability weights applied; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the allowance for credit losses for loans held-in-portfolio, including qualitative adjustments to the Puerto Rico portfolios. These procedures also included, among others, testing management’s process for estimating the allowance for credit losses by (i) evaluating the appropriateness of the methodology, including models used for estimating the ACL; (ii) evaluating the reasonableness of management’s selection of various macroeconomic scenarios including probability weights applied to the expected loss outcome of the selected macroeconomic scenarios; (iii) evaluating the reasonableness of the qualitative adjustments to Puerto Rico portfolios allowance for credit losses; and (iv) testing the data used in the allowance for credit losses. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the methodology and models, the reasonableness of management’s selection and weighting of macroeconomic scenarios used to estimate current expected credit losses and reasonableness of the qualitative adjustments to Puerto Rico portfolios allowance for credit losses.

 

Goodwill Annual Impairment Assessment - Banco Popular de Puerto Rico and Popular Bank Reporting Units

 

As described in Note 15 to the consolidated financial statements, the Corporation’s consolidated goodwill balance was $720 million as of December 31, 2021, of which a significant portion relates to the Banco Popular de Puerto Rico (“BPPR”) and Popular Bank (“PB”) reporting units. Management conducts an impairment test as of July 31 of each year and on a more frequent basis if events or circumstances indicate an impairment could have taken place. In determining the fair value of each reporting unit, management 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 computations require management to make estimates, assumptions and calculations related to: (i) a selection of comparable publicly traded companies, based on the nature of business, location and size; (ii) a selection of comparable acquisitions, (iii) calculation of average price multiples of relevant value drivers from a group of selected comparable companies and acquisitions; (iv) the discount rate applied to future earnings, based on an estimate of the cost of equity; (v) the potential future earnings of the reporting units; and (vi) the market growth and new business assumptions. 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 were reasonable.

 

The principal considerations for our determination that performing procedures relating to goodwill annual impairment assessments of the Banco Popular de Puerto Rico and Popular Bank reporting units is a critical audit matter are (i) the significant judgment by management when determining the fair value measurements of the reporting units, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating evidence relating to the calculation of average price multiples of relevant value drivers from a group of selected comparable companies and acquisitions; the potential future earnings of the reporting unit; the estimated cost of equity; and the market growth and new business assumptions; and (ii) the audit effort involved the use of

112

 

professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment process, including controls over the valuation of Banco Popular de Puerto Rico and Popular Bank reporting units. These procedures also included, among others, (i) testing management’s process for determining the fair value estimates of Banco Popular de Puerto Rico and Popular Bank reporting units; (ii) evaluating the appropriateness of the discounted cash flow analyses and guideline public companies methodologies including the weights applied to each valuation method; (iii) testing the underlying data used in the estimates; (iv) evaluating the appropriateness of the calculation of average price multiples of relevant value drivers from a group of selected comparable companies and acquisitions; and (v) evaluating the potential future earnings of the reporting units; the estimated cost of equity; and the market growth and new business assumptions, including whether the assumptions used by management were reasonable considering, as applicable, (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the methods and the reasonableness of certain significant assumptions.

 

Picture 4

San Juan, Puerto Rico

March 1, 2022

 

We have served as the Corporation’s auditor since 1971, which includes periods before the Corporation became subject to SEC reporting requirements.

 

CERTIFIED PUBLIC ACCOUNTANTS

(OF PUERTO RICO)

License No. LLP-216 Expires Dec. 1, 2022

Stamp E452193 of the P.R. Society of

Certified Public Accountants has been

affixed to the file copy of this report

 

113

 

POPULAR, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

 

 

 

 

 

December 31,

December 31,

(In thousands, except share information)

2021

2020

Assets:

 

 

 

 

Cash and due from banks

$

428,433

$

491,065

Money market investments:

 

 

 

 

 

 

Time deposits with other banks

 

17,536,719

 

11,640,880

 

 

Total money market investments

 

17,536,719

 

11,640,880

Trading account debt securities, at fair value:

 

 

 

 

 

 

Pledged securities with creditors’ right to repledge

 

-

 

241

 

 

Other trading account debt securities

 

29,711

 

36,433

Debt securities available-for-sale, at fair value:

 

 

 

 

 

 

Pledged securities with creditors’ right to repledge

 

93,330

 

125,819

 

 

Other debt securities available-for-sale

 

24,874,939

 

21,435,333

Debt securities held-to-maturity, at amortized cost (fair value 2021 - $83,368; 2020 - $94,891)

 

79,461

 

92,621

 

 

Less – Allowance for credit losses

 

8,096

 

10,261

 

 

Debt securities held-to-maturity, net

 

71,365

 

82,360

Equity securities (realizable value 2021 - $192,345; 2020 - $173,929)

 

189,977

 

173,737

Loans held-for-sale, at lower of cost or fair value

 

59,168

 

99,455

Loans held-in-portfolio

 

29,506,225

 

29,588,430

 

 

Less – Unearned income

 

265,668

 

203,234

 

 

Allowance for credit losses

 

695,366

 

896,250

 

 

Total loans held-in-portfolio, net

 

28,545,191

 

28,488,946

Premises and equipment, net

 

494,240

 

510,241

Other real estate

 

85,077

 

83,146

Accrued income receivable

 

203,096

 

209,320

Mortgage servicing rights, at fair value

 

121,570

 

118,395

Other assets

 

1,628,571

 

1,737,041

Goodwill

 

720,293

 

671,122

Other intangible assets

 

16,219

 

22,466

Total assets

$

75,097,899

$

65,926,000

Liabilities and Stockholders’ Equity

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Non-interest bearing

$

15,684,482

$

13,128,699

 

 

Interest bearing

 

51,320,606

 

43,737,641

 

 

Total deposits

 

67,005,088

 

56,866,340

Assets sold under agreements to repurchase

 

91,603

 

121,303

Other short-term borrowings

 

75,000

 

-

Notes payable

 

988,563

 

1,224,981

Other liabilities

 

968,248

 

1,684,689

 

 

Total liabilities

 

69,128,502

 

59,897,313

Commitments and contingencies (Refer to Note 24)

 

 

 

 

Stockholders’ equity:

 

 

 

 

Preferred stock, 30,000,000 shares authorized; 885,726 shares issued and outstanding (2020 - 885,726)

 

22,143

 

22,143

Common stock, $0.01 par value; 170,000,000 shares authorized;104,579,334 shares issued (2020 - 104,508,290) and 79,851,169 shares outstanding (2020 - 84,244,235)

 

1,046

 

1,045

Surplus

 

4,650,182

 

4,571,534

Retained earnings

 

2,973,745

 

2,260,928

Treasury stock - at cost, 24,728,165 shares (2020 - 20,264,055)

 

(1,352,650)

 

(1,016,954)

Accumulated other comprehensive (loss) income, net of tax

 

(325,069)

 

189,991

 

 

Total stockholders’ equity

 

5,969,397

 

6,028,687

Total liabilities and stockholders’ equity

$

75,097,899

$

65,926,000

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

114

 

POPULAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

Years ended December 31,

(In thousands, except per share information)

2021

 

2020

 

2019

Interest income:

 

 

 

 

 

 

 

 

 

Loans

$

1,747,827

 

$

1,742,390

 

$

1,802,968

 

Money market investments

 

21,147

 

 

19,721

 

 

89,823

 

Investment securities

 

353,663

 

 

329,440

 

 

368,002

 

 

Total interest income

 

2,122,637

 

 

2,091,551

 

 

2,260,793

Interest expense:

 

 

 

 

 

 

 

 

 

Deposits

 

111,621

 

 

175,855

 

 

304,858

 

Short-term borrowings

 

319

 

 

2,457

 

 

6,100

 

Long-term debt

 

53,107

 

 

56,626

 

 

58,141

 

 

Total interest expense

 

165,047

 

 

234,938

 

 

369,099

Net interest income

 

1,957,590

 

 

1,856,613

 

 

1,891,694

Provision for credit losses (benefit)

 

(193,464)

 

 

292,536

 

 

165,779

Net interest income after provision for credit losses (benefit)

 

2,151,054

 

 

1,564,077

 

 

1,725,915

Service charges on deposit accounts

 

162,698

 

 

147,823

 

 

160,933

Other service fees

 

311,248

 

 

257,892

 

 

285,206

Mortgage banking activities (Refer to Note 10)

 

50,133

 

 

10,401

 

 

32,093

Net gain (loss) on sale of debt securities

 

23

 

 

41

 

 

(20)

Net gain, including impairment on equity securities

 

131

 

 

6,279

 

 

2,506

Net (loss) profit on trading account debt securities

 

(389)

 

 

1,033

 

 

994

Net (loss) gain on sale of loans, including valuation adjustments on loans held-for-sale

 

(73)

 

 

1,234

 

 

-

Adjustments (expense) to indemnity reserves on loans sold

 

4,406

 

 

390

 

 

(343)

Other operating income

 

113,951

 

 

87,219

 

 

88,514

 

 

Total non-interest income

 

642,128

 

 

512,312

 

 

569,883

Operating expenses:

 

 

 

 

 

 

 

 

Personnel costs

 

631,802

 

 

564,205

 

 

590,625

Net occupancy expenses

 

102,226

 

 

119,345

 

 

96,339

Equipment expenses

 

92,097

 

 

88,932

 

 

84,215

Other taxes

 

56,783

 

 

54,454

 

 

51,653

Professional fees

 

410,865

 

 

394,122

 

 

384,411

Communications

 

25,234

 

 

23,496

 

 

23,450

Business promotion

 

72,981

 

 

57,608

 

 

75,372

FDIC deposit insurance

 

25,579

 

 

23,868

 

 

18,179

Other real estate owned (OREO) (income) expenses

 

(14,414)

 

 

(3,480)

 

 

4,298

Other operating expenses

 

136,988

 

 

128,882

 

 

139,570

Amortization of intangibles

 

9,134

 

 

6,397

 

 

9,370

 

 

Total operating expenses

 

1,549,275

 

 

1,457,829

 

 

1,477,482

Income before income tax

 

1,243,907

 

 

618,560

 

 

818,316

Income tax expense

 

309,018

 

 

111,938

 

 

147,181

Net Income

$

934,889

 

$

506,622

 

$

671,135

Net Income Applicable to Common Stock

$

933,477

 

$

504,864

 

$

667,412

Net Income per Common Share – Basic

$

11.49

 

$

5.88

 

$

6.89

Net Income per Common Share – Diluted

$

11.46

 

$

5.87

 

$

6.88

The accompanying notes are an integral part of these consolidated financial statements.

115

 

POPULAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

Years ended December 31,

(In thousands)

2021

 

2020

 

2019

Net income

$

934,889

 

$

506,622

 

$

671,135

Reclassification to retained earnings due to cumulative effect of accounting change

 

-

 

 

-

 

 

(50)

Other comprehensive income (loss) before tax:

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

3,947

 

 

(14,471)

 

 

(6,847)

Adjustment of pension and postretirement benefit plans

 

36,950

 

 

(9,032)

 

 

(21,874)

 

Amortization of net losses

 

20,749

 

 

21,447

 

 

23,508

Unrealized net holding (losses) gains on debt securities arising during the period

 

(619,470)

 

 

419,993

 

 

286,063

 

Reclassification adjustment for (gains) losses included in net income

 

(23)

 

 

(41)

 

 

20

Unrealized net gains (losses) on cash flow hedges

 

539

 

 

(8,872)

 

 

(5,741)

 

Reclassification adjustment for net losses included in net income

 

1,847

 

 

6,379

 

 

3,882

Other comprehensive (loss) income before tax

 

(555,461)

 

 

415,403

 

 

278,961

Income tax benefit (expense)

 

40,401

 

 

(55,474)

 

 

(20,925)

Total other comprehensive (loss) income, net of tax

 

(515,060)

 

 

359,929

 

 

258,036

Comprehensive income, net of tax

$

419,829

 

$

866,551

 

$

929,171

 

 

 

 

 

 

 

 

 

 

Tax effect allocated to each component of other comprehensive (loss) income:

 

 

 

 

 

 

 

 

Years ended December 31,

(In thousands)

2021

 

2020

 

2019

Adjustment of pension and postretirement benefit plans

$

(13,856)

 

$

3,387

 

$

8,203

 

Amortization of net losses

 

(7,781)

 

 

(8,042)

 

 

(8,817)

Unrealized net holding (losses) gains on debt securities arising during the period

 

62,468

 

 

(51,213)

 

 

(20,113)

 

Reclassification adjustment for (gains) losses included in net income

 

5

 

 

6

 

 

(4)

Unrealized net gains (losses) on cash flow hedges

 

(172)

 

 

2,472

 

 

1,302

 

Reclassification adjustment for net losses included in net income

 

(263)

 

 

(2,084)

 

 

(1,496)

Income tax benefit (expense)

$

40,401

 

$

(55,474)

 

$

(20,925)

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

116

 

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

 

Common

 

Preferred

 

 

Retained

Treasury

comprehensive

 

 

(In thousands)

stock

stock

Surplus

earnings

stock

(loss) income

Total

Balance at December 31, 2018

$

1,043

$

50,160

$

4,365,606

$

1,651,731

$

(205,509)

$

(427,974)

 

5,435,057

Cumulative effect of accounting change

 

 

 

 

 

 

 

4,905

 

 

 

 

 

4,905

Net income

 

 

 

 

 

 

 

671,135

 

 

 

 

 

671,135

Issuance of stock

 

1

 

 

 

3,496

 

 

 

 

 

 

 

3,497

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock[1]

 

 

 

 

 

 

 

(116,022)

 

 

 

 

 

(116,022)

 

Preferred stock

 

 

 

 

 

 

 

(3,723)

 

 

 

 

 

(3,723)

Common stock purchases [2]

 

 

 

 

 

15,740

 

 

 

(271,752)

 

 

 

(256,012)

Common stock reissuance

 

 

 

 

 

374

 

 

 

4,848

 

 

 

5,222

Stock based compensation

 

 

 

 

 

2,085

 

 

 

12,599

 

 

 

14,684

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

258,036

 

258,036

Transfer to statutory reserve

 

 

 

 

 

60,111

 

(60,111)

 

 

 

 

 

-

Balance at December 31, 2019

$

1,044

$

50,160

$

4,447,412

$

2,147,915

$

(459,814)

$

(169,938)

 

6,016,779

Cumulative effect of accounting change

 

 

 

 

 

 

 

(205,842)

 

 

 

 

 

(205,842)

Net income

 

 

 

 

 

 

 

506,622

 

 

 

 

 

506,622

Issuance of stock

 

1

 

 

 

4,262

 

 

 

 

 

 

 

4,263

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock[1]

 

 

 

 

 

 

 

(136,561)

 

 

 

 

 

(136,561)

 

Preferred stock

 

 

 

 

 

 

 

(1,758)

 

 

 

 

 

(1,758)

Common stock purchases[3]

 

 

 

 

 

76,335

 

 

 

(580,507)

 

 

 

(504,172)

Common stock reissuance

 

 

 

 

 

(1,192)

 

 

 

6,022

 

 

 

4,830

Preferred Stock, Redemption Amount[4]

 

 

 

(28,017)

 

 

 

 

 

 

 

 

 

(28,017)

Stock based compensation

 

 

 

 

 

(4,731)

 

 

 

17,345

 

 

 

12,614

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

359,929

 

359,929

Transfer to statutory reserve

 

 

 

 

 

49,448

 

(49,448)

 

 

 

 

 

-

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

 

 

 

 

 

 

 

934,889

 

 

 

 

 

934,889

Issuance of stock

 

1

 

 

 

4,673

 

 

 

 

 

 

 

4,674

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock[1]

 

 

 

 

 

 

 

(142,290)

 

 

 

 

 

(142,290)

 

Preferred stock

 

 

 

 

 

 

 

(1,412)

 

 

 

 

 

(1,412)

Common stock purchases[5]

 

 

 

 

 

(8,557)

 

 

 

(347,093)

 

 

 

(355,650)

Stock based compensation

 

 

 

 

 

4,162

 

 

 

11,397

 

 

 

15,559

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

(515,060)

 

(515,060)

Transfer to statutory reserve

 

 

 

 

 

78,370

 

(78,370)

 

 

 

 

 

-

Balance at December 31, 2021

$

1,046

$

22,143

$

4,650,182

$

2,973,745

$

(1,352,650)

$

(325,069)

 

5,969,397

[1]

Dividends declared per common share during the year ended December 31, 2021 - $1.75 (2020 - $1.60; 2019 - $1.20).

[2]

During the year ended December 31, 2019, the Corporation completed a $250 million accelerated share repurchase transaction with respect to its common stock, which was accounted for as a treasury stock transaction. Refer to Note 20 for additional information.

[3]

During the year ended December 31, 2020, the Corporation completed a $500 million accelerated share repurchase transaction with respect to its common stock, which was accounted for as a treasury stock transaction. Refer to Note 20 for additional information.

[4]

On February 24, 2020, the Corporation redeemed all the outstanding shares of 2008 Series B Preferred Stock. Refer to Note 20 for additional information.

[5]

During the year ended December 31, 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 20 for additional information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

Disclosure of changes in number of shares:

 

 

 

 

 

 

 

2021

 

2020

 

2019

Preferred Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

 

 

 

 

 

 

885,726

 

2,006,391

 

2,006,391

 

Redemption of stocks

 

 

 

 

 

 

 

 

 

-

 

(1,120,665)

 

-

 

Balance at end of year

 

 

 

 

 

 

 

 

 

885,726

 

885,726

 

2,006,391

Common Stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

 

 

 

 

 

 

 

 

104,508,290

 

104,392,222

 

104,320,303

 

Issuance of stock

 

 

 

 

 

 

 

 

 

71,044

 

116,068

 

71,919

 

Balance at end of year

 

 

 

 

 

 

 

 

104,579,334

 

104,508,290

 

104,392,222

 

Treasury stock

 

 

 

 

 

 

 

 

 

(24,728,165)

 

(20,264,055)

 

(8,802,593)

Common Stock – Outstanding

 

 

 

 

 

 

 

 

 

79,851,169

 

84,244,235

 

95,589,629

The accompanying notes are an integral part of these consolidated financial statements.

117

 

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

Years ended December 31,

(In thousands)

 

2021

 

 

2020

 

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

$

934,889

 

$

506,622

 

$

671,135

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Provision for credit losses (benefit)

 

(193,464)

 

 

292,536

 

 

165,779

 

Amortization of intangibles

 

9,134

 

 

6,397

 

 

9,370

 

Depreciation and amortization of premises and equipment

 

55,104

 

 

58,452

 

 

58,067

 

Net accretion of discounts and amortization of premiums and deferred fees

 

(21,962)

 

 

(63,300)

 

 

(158,070)

 

Interest capitalized on loans subject to the temporary payment moratorium or loss mitigation alternatives

 

(15,567)

 

 

(95,212)

 

 

-

 

Share-based compensation

 

17,774

 

 

8,254

 

 

12,303

 

Impairment losses on right-of-use and long-lived assets

 

5,320

 

 

18,004

 

 

2,591

 

Fair value adjustments on mortgage servicing rights

 

10,206

 

 

42,055

 

 

27,771

 

Adjustments (expense) to indemnity reserves on loans sold

 

(4,406)

 

 

(390)

 

 

343

 

Earnings from investments under the equity method, net of dividends or distributions

 

(50,942)

 

 

(27,738)

 

 

(28,011)

 

Deferred income tax expense

 

229,371

 

 

75,044

 

 

141,332

 

(Gain) loss on:

 

 

 

 

 

 

 

 

 

 

Disposition of premises and equipment and other productive assets

 

(18,393)

 

 

(11,561)

 

 

(6,666)

 

 

Proceeds from insurance claims

 

-

 

 

(366)

 

 

(1,205)

 

 

Sale of debt securities

 

(23)

 

 

(41)

 

 

20

 

 

Sale of loans, including valuation adjustments on loans held-for-sale and mortgage banking activities

 

(21,611)

 

 

(32,449)

 

 

(15,888)

 

 

Sale of foreclosed assets, including write-downs

 

(30,098)

 

 

(19,958)

 

 

(21,982)

 

Acquisitions of loans held-for-sale

 

(251,336)

 

 

(227,697)

 

 

(223,939)

 

Proceeds from sale of loans held-for-sale

 

95,100

 

 

83,456

 

 

71,075

 

Net originations on loans held-for-sale

 

(527,585)

 

 

(391,537)

 

 

(289,430)

 

Net decrease (increase) in:

 

 

 

 

 

 

 

 

 

 

Trading debt securities

 

741,465

 

 

493,993

 

 

460,969

 

 

Equity securities

 

(2,336)

 

 

(8,263)

 

 

(8,032)

 

 

Accrued income receivable

 

6,193

 

 

(35,616)

 

 

(8,369)

 

 

Other assets

 

25,022

 

 

114,329

 

 

(37,847)

 

Net (decrease) increase in:

 

 

 

 

 

 

 

 

 

 

Interest payable

 

(5,395)

 

 

(5,404)

 

 

(284)

 

 

Pension and other postretirement benefits obligation

 

(4,104)

 

 

5,898

 

 

778

 

 

Other liabilities

 

22,802

 

 

(106,736)

 

 

(116,443)

Total adjustments

 

70,269

 

 

172,150

 

 

34,232

Net cash provided by operating activities

 

1,005,158

 

 

678,772

 

 

705,367

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Net (increase) decrease in money market investments

 

(5,895,789)

 

 

(8,378,577)

 

 

905,558

 

Purchases of investment securities:

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

(14,672,856)

 

 

(21,033,807)

 

 

(18,733,295)

 

 

Equity

 

(16,196)

 

 

(30,794)

 

 

(16,300)

 

Proceeds from calls, paydowns, maturities and redemptions of investment securities:

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

9,602,430

 

 

18,224,362

 

 

14,650,440

 

 

Held-to-maturity

 

15,700

 

 

6,733

 

 

5,913

 

Proceeds from sale of investment securities:

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

235,992

 

 

5,103

 

 

99,445

 

 

Equity

 

2,904

 

 

25,206

 

 

20,030

 

Net repayments (disbursements) on loans

 

469,268

 

 

(875,941)

 

 

(641,029)

 

Proceeds from sale of loans

 

203,179

 

 

84,385

 

 

110,534

 

Acquisition of loan portfolios

 

(348,179)

 

 

(1,138,276)

 

 

(619,737)

 

Payments to acquire other intangible

 

(905)

 

 

(83)

 

 

(10,382)

 

Payments to acquire businesses, net of cash acquired

 

(155,828)

 

 

-

 

 

-

 

Return of capital from equity method investments

 

6,362

 

 

959

 

 

6,942

 

Payments to acquire equity method investments

 

(375)

 

 

(1,778)

 

 

-

 

Acquisition of premises and equipment

 

(72,781)

 

 

(60,073)

 

 

(75,665)

 

Proceeds from insurance claims

 

-

 

 

366

 

 

1,205

118

 

 

Proceeds from sale of:

 

 

 

 

 

 

 

 

 

 

Premises and equipment and other productive assets

 

21,482

 

 

26,548

 

 

18,608

 

 

Foreclosed assets

 

86,942

 

 

77,521

 

 

107,881

Net cash used in investing activities

 

(10,518,650)

 

 

(13,068,146)

 

 

(4,169,852)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Net increase (decrease) in:

 

 

 

 

 

 

 

 

 

 

Deposits

 

10,138,617

 

 

13,102,028

 

 

4,043,955

 

 

Assets sold under agreements to repurchase

 

(29,700)

 

 

(72,076)

 

 

(88,151)

 

 

Other short-term borrowings

 

75,000

 

 

-

 

 

(41)

 

Payments of notes payable

 

(237,713)

 

 

(139,920)

 

 

(210,377)

 

Principal payments of finance leases

 

(2,852)

 

 

(3,145)

 

 

(1,726)

 

Proceeds from issuance of notes payable

 

-

 

 

261,999

 

 

75,000

 

Proceeds from issuance of common stock

 

4,674

 

 

9,093

 

 

8,719

 

Payments for repurchase of redeemable preferred stock

 

-

 

 

(28,017)

 

 

-

 

Dividends paid

 

(141,466)

 

 

(133,645)

 

 

(115,810)

 

Net payments for repurchase of common stock

 

(350,535)

 

 

(500,479)

 

 

(250,581)

 

Payments related to tax withholding for share-based compensation

 

(5,115)

 

 

(3,693)

 

 

(5,431)

Net cash provided by financing activities

 

9,450,910

 

 

12,492,145

 

 

3,455,557

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

 

(62,582)

 

 

102,771

 

 

(8,928)

Cash and due from banks, and restricted cash at beginning of period

 

497,094

 

 

394,323

 

 

403,251

Cash and due from banks, and restricted cash at end of period

$

434,512

 

$

497,094

 

$

394,323

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

119

 

Notes to Consolidated Financial Statements

 

Note 1 -

Nature of Operations

121

 

Note 2 -

Summary of Significant Accounting Policies

122

 

Note 3 -

New Accounting Pronouncements

132

 

Note 4 -

Business Combination

136

 

Note 5 -

Restrictions on Cash and Due from Banks and Certain Securities

138

 

Note 6 -

Debt Securities Available-For-Sale

139

 

Note 7 -

Debt Securities Held-to-Maturity

143

 

Note 8 -

Loans

146

 

Note 9 -

Allowance for Credit Losses – Loans Held-In-Portfolio

155

 

Note 10 -

Mortgage Banking Activities

177

 

Note 11 -

Transfers of Financial Assets and Mortgage Servicing Assets

178

 

Note 12 -

Premises and Equipment

181

 

Note 13 -

Other Real Estate Owned

182

 

Note 14 -

Other Assets

183

 

Note 15 -

Goodwill and Other Intangible Assets

184

 

Note 16 -

Deposits

188

 

Note 17 -

Borrowings

189

 

Note 18 -

Trust Preferred Securities

192

 

Note 19 -

Other Liabilities

194

 

Note 20 -

Stockholders’ Equity

195

 

Note 21 -

Regulatory Capital Requirements

197

 

Note 22 -

Other Comprehensive (Loss) Income

200

 

Note 23 -

Guarantees

202

 

Note 24 -

Commitments and Contingencies

205

 

Note 25-

Non-consolidated Variable Interest Entities

211

 

Note 26 -

Derivative Instruments and Hedging Activities

213

 

Note 27 -

Related Party Transactions

216

 

Note 28 -

Fair Value Measurement

220

 

Note 29 -

Fair Value of Financial Instruments

229

 

Note 30 -

Employee Benefits

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Note 31 -

Net Income per Common Share

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Note 32 -

Revenue from Contracts with Customers

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Note 33 -

Leases

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Note 34 -

Stock-Based Compensation

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Note 35 -

Income Taxes

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Note 36 -

Supplemental Disclosure on the Consolidated Statements of Cash Flows

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Note 37 -

Segment Reporting

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Note 38 -

Popular, Inc. (Holding company only) Financial Information

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Note 39 -

Subsequent Events

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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 Popular Equipment Finance (“PEF”), a newly formed wholly-owned subsidiary of PB based in Minnesota.

 

 

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Note 2 – Summary of significant accounting policies

The accounting and financial reporting policies of Popular, Inc. and its subsidiaries (the “Corporation”) conform with accounting principles generally accepted in the United States of America and with prevailing practices within the financial services industry.

The following is a description of the most significant of these policies:

Principles of consolidation

The consolidated financial statements include the accounts of Popular, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. In accordance with the consolidation guidance for variable interest entities, the Corporation would also consolidate any variable interest entities (“VIEs”) for which it has a controlling financial interest; and therefore, it is the primary beneficiary. Assets held in a fiduciary capacity are not assets of the Corporation and, accordingly, are not included in the Consolidated Statements of Financial Condition.

Unconsolidated investments, in which there is at least 20% ownership and / or the Corporation exercises significant influence, are generally accounted for by the equity method with earnings recorded in other operating income. Limited partnerships are also accounted for by the equity method unless the investor’s interest is so “minor” that the limited partner may have virtually no influence over partnership operating and financial policies. These investments are included in other assets and the Corporation’s proportionate share of income or loss is included in other operating income.

Statutory business trusts that are wholly-owned by the Corporation and are issuers of trust preferred securities are not consolidated in the Corporation’s Consolidated Financial Statements.

Business combinations

Business combinations are accounted for under the acquisition method. Under this method, assets acquired, liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date are measured at their fair values as of the acquisition date. The acquisition date is the date the acquirer obtains control. Transaction costs are expensed as incurred. Contingent consideration classified as an asset or a liability is remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value of the contingent consideration are recognized in earnings unless the arrangement is a hedging instrument for which changes are initially recognized in other comprehensive income.

On October 15, 2021, Popular Equipment Finance, LLC (“PEF”), a newly formed wholly-owned subsidiary of Popular Bank (“PB”), completed the acquisition of certain assets and the assumption of certain liabilities of K2 Capital Group LLC’s (“K2”) equipment leasing and financing business based in Minnesota (the “Acquired Business”). The Corporation determined that this acquisition constituted a business combination as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations”. Refer to Note 4, Business combination, for further details on the K2 Transaction.

 

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.

Fair value measurements

The Corporation determines the fair values of its financial instruments based on the fair value framework established in the guidance for Fair Value Measurements in ASC Subtopic 820-10, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard describes three levels of inputs that may be used to measure fair value which are (1) quoted market prices for identical assets or liabilities in active markets, (2) observable market-based inputs or unobservable inputs that are corroborated by market data, and (3) unobservable inputs that are not corroborated by market data. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values.

The guidance in ASC Subtopic 820-10 also addresses measuring fair value in situations where markets are inactive and transactions are not orderly. Transactions or quoted prices for assets and liabilities may not be determinative of fair value when transactions are not orderly, and thus, may require adjustments to estimate fair value. Price quotes based on transactions that are

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not orderly should be given little, if any, weight in measuring fair value. Price quotes based on transactions that are orderly shall be considered in determining fair value, and the weight given is based on facts and circumstances. If sufficient information is not available to determine if price quotes are based on orderly transactions, less weight should be given to the price quote relative to other transactions that are known to be orderly.

Investment securities

Investment securities are classified in four categories and accounted for as follows:

Debt securities that the Corporation has the intent and ability to hold to maturity are classified as debt securities held-to-maturity and reported at amortized cost. An ACL is established for the expected credit losses over the remaining term of debt securities held-to-maturity. The Corporation has established a methodology to estimate credit losses which considers qualitative factors, including internal credit ratings and the underlying source of repayment in determining the amount of expected credit losses. Debt securities held-to-maturity are written-off through the ACL when a portion or the entire amount is deemed uncollectible, based on the information considered to develop expected credit losses through the life of the asset. The ACL is estimated by leveraging the expected loss framework for mortgages in the case of securities collateralized by 2nd lien loans and the commercial C&I models for municipal bonds. As part of this framework, internal factors are stressed, as a qualitative adjustment, to reflect current conditions that are not necessarily captured within the historical loss experience. The modeling framework includes a 2-year reasonable and supportable period gradually reverting, over a 1-year horizon, to historical information at the model input level. The Corporation may not sell or transfer held-to-maturity securities without calling into question its intent to hold other debt securities to maturity, unless a nonrecurring or unusual event that could not have been reasonably anticipated has occurred.

Debt securities classified as trading securities are reported at fair value, with unrealized and realized gains and losses included in non-interest income.

Debt securities classified as available-for-sale are reported at fair value. Declines in fair value below the securities’ amortized cost which are not related to estimated credit losses are recorded through other comprehensive income or loss, net of taxes. If the Corporation intends to sell or believes it is more likely than not that it will be required to sell the debt security, it is written down to fair value through earnings. Credit losses relating to available-for-sale debt securities are recorded through an ACL, which are limited to the difference between the amortized cost and the fair value of the asset. The ACL is established for the expected credit losses over the remaining term of debt security. The Corporation’s portfolio of available-for-sale securities is comprised mainly of U.S. Treasury notes and obligations from the U.S. Government. These securities have 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. The Corporation monitors its securities portfolio composition and credit performance on a quarterly basis to determine if any allowance is considered necessary. Debt securities available-for-sale are written-off when a portion or the entire amount is deemed uncollectible, based on the information considered to develop expected credit losses through the life of the asset. The specific identification method is used to determine realized gains and losses on debt securities available-for-sale, which are included in net (loss) gain on sale of debt securities in the Consolidated Statements of Operations.

Equity securities that have readily available fair values are reported at fair value. Equity securities that do not have readily available fair values are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Stock that is owned by the Corporation to comply with regulatory requirements, such as Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock, is included in this category, and their realizable value equals their cost. Unrealized and realized gains and losses and any impairment on equity securities are included in net gain (loss), including impairment on equity securities in the Consolidated Statements of Operations. Dividend income from investments in equity securities is included in interest income.

The amortization of premiums is deducted and the accretion of discounts is added to net interest income based on the interest method over the outstanding period of the related securities. Purchases and sales of securities are recognized on a trade date basis.

Derivative financial instruments

All derivatives are recognized on the Statements of Financial Condition at fair value. The Corporation’s policy is not to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty under a master netting

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arrangement nor to offset the fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from the same master netting arrangement as the derivative instruments.

For a cash flow hedge, changes in the fair value of the derivative instrument are recorded net of taxes in accumulated other comprehensive income/(loss) and subsequently reclassified to net income (loss) in the same period(s) that the hedged transaction impacts earnings. For free-standing derivative instruments, changes in fair values are reported in current period earnings.

Prior to entering a hedge transaction, the Corporation formally documents the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments to specific assets and liabilities on the Statements of Financial Condition or to specific forecasted transactions or firm commitments along with a formal assessment, at both inception of the hedge and on an ongoing basis, as to the effectiveness of the derivative instrument in offsetting changes in fair values or cash flows of the hedged item. Hedge accounting is discontinued when the derivative instrument is not highly effective as a hedge, a derivative expires, is sold, terminated, when it is unlikely that a forecasted transaction will occur or when it is determined that it is no longer appropriate. When hedge accounting is discontinued the derivative continues to be carried at fair value with changes in fair value included in earnings.

For non-exchange traded contracts, fair value is based on dealer quotes, pricing models, discounted cash flow methodologies or similar techniques for which the determination of fair value may require significant management judgment or estimation.

The fair value of derivative instruments considers the risk of non-performance by the counterparty or the Corporation, as applicable.

The Corporation obtains or pledges collateral in connection with its derivative activities when applicable under the agreement .

Loans

Loans are classified as loans held-in-portfolio when management has the intent and ability to hold the loan for the foreseeable future, or until maturity or payoff. The foreseeable future is a management judgment which is determined based upon the type of loan, business strategies, current market conditions, balance sheet management and liquidity needs. Management’s view of the foreseeable future may change based on changes in these conditions. When a decision is made to sell or securitize a loan that was not originated or initially acquired with the intent to sell or securitize, the loan is reclassified from held-in-portfolio into held-for-sale. Due to changing market conditions or other strategic initiatives, management’s intent with respect to the disposition of the loan may change, and accordingly, loans previously classified as held-for-sale may be reclassified into held-in-portfolio. Loans transferred between loans held-for-sale and held-in-portfolio classifications are recorded at the lower of cost or fair value at the date of transfer.

Purchased loans with no evidence of credit deterioration since origination are recorded at fair value upon acquisition. Credit discounts are included in the determination of fair value.

Loans held-for-sale are stated at the lower of cost or fair value, cost being determined based on the outstanding loan balance less unearned income, and fair value determined, generally in the aggregate. Fair value is measured based on current market prices for similar loans, outstanding investor commitments, prices of recent sales or discounted cash flow analyses which utilize inputs and assumptions which are believed to be consistent with market participants’ views. The cost basis also includes consideration of deferred origination fees and costs, which are recognized in earnings at the time of sale. Upon reclassification to held-for-sale, credit related fair value adjustments are recorded as a reduction in the ACL. To the extent that the loan's reduction in value has not already been provided for in the ACL, an additional provision for credit losses is recorded. Subsequent to reclassification to held-for-sale, the amount, by which cost exceeds fair value, if any, is accounted for as a valuation allowance with changes therein included in the determination of net income (loss) for the period in which the change occurs.

Loans held-in-portfolio are reported at their outstanding principal balances net of any unearned income, charge-offs, unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Fees collected and costs incurred in the origination of new loans are deferred and amortized using the interest method or a method which approximates the interest method over the term of the loan as an adjustment to interest yield.

The past due status of a loan is determined in accordance with its contractual repayment terms. Furthermore, loans are reported as past due when either interest or principal remains unpaid for 30 days or more in accordance with its contractual repayment terms.

Non-accrual loans are those loans on which the accrual of interest is discontinued. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against interest income and the loan is accounted for either on a cash-basis method or on the cost-recovery method. Loans designated as non-accruing are returned to accrual status when the Corporation expects repayment of the remaining contractual principal and interest.

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Recognition of interest income on commercial and construction loans is discontinued when the loans are 90 days or more in arrears on payments of principal or interest or when other factors indicate that the collection of principal and interest is doubtful. The portion of a secured loan deemed uncollectible is charged-off no later than 365 days past due. However, in the case of a collateral dependent loan, the excess of the recorded investment over the fair value of the collateral (portion deemed uncollectible) is generally promptly charged-off, but in any event, not later than the quarter following the quarter in which such excess was first recognized. Commercial unsecured loans are charged-off no later than 180 days past due. 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 portion of a mortgage loan deemed uncollectible is charged-off when the loan is 180 days past due. The Corporation discontinues the recognition of interest on residential mortgage loans insured by the Federal Housing Administration (“FHA”) or guaranteed by the U.S. Department of Veterans Affairs (“VA”) when 15-months delinquent as to principal or interest. The principal repayment on these loans is insured. Recognition of interest income on closed-end consumer loans and home equity lines of credit is discontinued when the loans are 90 days or more in arrears on payments of principal or interest. Income is generally recognized on open-end consumer loans, except for home equity lines of credit, until the loans are charged-off. Recognition of interest income for lease financing is ceased when loans are 90 days or more in arrears. Closed-end consumer loans and leases are charged-off when they are 120 days in arrears. Open-end (revolving credit) consumer loans are charged-off when 180 days in arrears. Commercial and consumer overdrafts are generally charged-off no later than 60 days past their due date.

A loan classified as a troubled debt restructuring (“TDR”) is typically in non-accrual status at the time of the modification. The TDR loan continues in non-accrual status until the borrower has demonstrated a willingness and ability to make the restructured loan payments (at least six months of sustained performance after the modification (or one year for loans providing for quarterly or semi-annual payments)) and management has concluded that it is probable that the borrower would not be in payment default in the foreseeable future.

Lease financing

The Corporation leases passenger and commercial vehicles and equipment to individual and corporate customers. The finance method of accounting is used to recognize revenue on lease contracts that meet the criteria specified in the guidance for leases in ASC Topic 842. Aggregate rentals due over the term of the leases less unearned income are included in finance lease contracts receivable. Unearned income is amortized using a method which results in approximate level rates of return on the principal amounts outstanding. Finance lease origination fees and costs are deferred and amortized over the average life of the lease as an adjustment to the interest yield.

Revenue for other leases is recognized as it becomes due under the terms of the agreement.

Loans acquired with deteriorated credit quality

Purchased credit deteriorated (“PCD”) loans are defined as those with evidence of a more-than-insignificant deterioration in credit quality since origination. PCD loans are initially recorded at its purchase price plus an estimated allowance for credit losses (“ACL”). Upon the acquisition of a PCD loan, the Corporation makes an estimate of the expected credit losses over the remaining contractual term of each individual loan. The estimated credit losses over the life of the loan are recorded as an ACL with a corresponding addition to the loan purchase price. The amount of the purchased premium or discount which is not related to credit risk is amortized over the life of the loan through net interest income using the effective interest method or a method that approximates the effective interest method. Changes in expected credit losses are recorded as an increase or decrease to the ACL with a corresponding charge (reverse) to the provision for credit losses in the Consolidated Statement of Operations. Upon transition to the individual loan measurement, these loans follow the same nonaccrual policies as non-PCD loans and are therefore no longer excluded from non-performing status. Modifications of PCD loans that meet the definition of a TDR subsequent to the adoption of ASC Topic 326 are accounted and reported as such following the same processes as non-PCD loans.

Refer to Note 8 to the Consolidated Financial Statements for additional information with respect to loans acquired with deteriorated credit quality.

 

Accrued interest receivable

The amortized basis for loans and investments in debt securities is presented exclusive of accrued interest receivable. The Corporation has elected not to establish an ACL for accrued interest receivable for loans and investments in debt securities, given the Corporation’s non-accrual policies, in which accrual of interest is discontinued and reversed based on the asset’s delinquency status.

Allowance for credit losses – loans portfolio

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The Corporation establishes an ACL for its loan portfolio based on its estimate of credit losses over the remaining contractual term of the loans, adjusted for expected prepayments. An ACL is recognized for all loans including originated and purchased loans, since inception, with a corresponding charge to the provision for credit losses, except for PCD loans for which the ACL at acquisition is recorded as an addition to the purchase price with subsequent changes recorded in earnings. Loan losses are charged and recoveries are credited to the ACL.

The Corporation follows a methodology to estimate the ACL which includes a reasonable and supportable forecast period for estimating credit losses, considering quantitative and qualitative factors as well as the economic outlook. As part of this methodology, management evaluates various macroeconomic scenarios provided by third parties. At December 31, 2021, management applied probability weights to the outcome of the selected scenarios. This evaluation includes benchmarking procedures as well as careful analysis of the underlying assumptions used to build the scenarios. The application of probability weights include baseline, optimistic and pessimistic scenarios. The weights applied are subject to evaluation on a quarterly basis as part of the ACL’s governance process. The Corporation considers additional macroeconomic scenarios as part of its qualitative adjustment framework.

The macroeconomic variables chosen to estimate credit losses were selected by combining quantitative procedures with expert judgment. These variables were determined to be the best predictors of expected credit losses within the Corporation’s loan portfolios and include drivers such as unemployment rate, different measures of employment levels, house prices, gross domestic product and measures of disposable income, amongst others. The loss estimation framework includes a reasonable and supportable period of 2 years for PR portfolios, gradually reverting, over a 1-year horizon, to historical macroeconomic variables at the model input level. For the US portfolio the reasonable and supportable period considers the contractual life of the asset, impacted by prepayments, except for the US CRE portfolio. The US CRE portfolio utilizes a 2-year reasonable and supportable period gradually reverting, over a 1-year horizon, to historical information at the output level.

The Corporation developed loan level quantitative models distributed by geography and loan type. This segmentation was determined by evaluating their risk characteristics, which include default patterns, source of repayment, type of collateral, and lending channels, amongst others. The modeling framework includes competing risk models to generate lifetime defaults and prepayments, and other loan level modeling techniques to estimate loss severity. Recoveries on future losses are contemplated as part of the loss severity modeling. These parameters are estimated by combining internal risk factors with macroeconomic expectations. In order to generate the expected credit losses, the output of these models is combined with loan level repayment information. The internal risk factors contemplated within the models may include borrowers’ credit scores, loan-to-value, delinquency status, risk ratings, interest rate, loan term, loan age and type of collateral, amongst others.

The ACL also includes a qualitative framework that addresses two main components: losses that are expected but not captured within the quantitative modeling framework, and model imprecision. In order to identify potential losses that are not captured through the models, management evaluates model limitations as well as the different risks covered by the variables used in each quantitative model. The Corporation considers additional macroeconomic scenarios to address these risks. This assessment takes into consideration factors listed as part of ASC 326-20-55-4. To complement the analysis, management also evaluates whether there are sectors that have low levels of historical defaults, but current conditions show the potential for future losses. This type of qualitative adjustment is more prevalent in the commercial portfolios. The model imprecision component of the qualitative adjustments is determined after evaluating model performance for these portfolios through different time periods. This type of qualitative adjustment mainly impacts consumer portfolios.

The Corporation has designated as collateral dependent loans secured by collateral when foreclosure is probable or when foreclosure is not probable but the practical expedient is used. The practical expedient is used when repayment is expected to be provided substantially by the sale or operation of the collateral and the borrower is experiencing financial difficulty. The ACL of collateral dependent loans is measured based on the fair value of the collateral less costs to sell. 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.

In the case of troubled debt restructurings (“TDRs”), the established framework captures the impact of concessions through discounting modified contractual cash flows, both principal and interest, at the loan’s original effective rate. The impact of these concessions is combined with the expected credit losses generated by the quantitative loss models in order to arrive at the ACL. As a result, the ACL related to TDRs is impacted by the expected macroeconomic conditions.

The Credit Cards portfolio, due to its revolving nature, does not have a specified maturity date. To estimate the average remaining term of this segment, management evaluated the portfolios payment behavior based on internal historical data. These payment

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behaviors were further classified into sub-categories that accounted for delinquency history and differences between transactors, revolvers and customers that have exhibited mixed transactor/revolver behavior. Transactors are defined as active accounts without any finance charge in the last 6 months. The paydown curves generated for each sub-category are applied to the outstanding exposure at the measurement date using the first-in first-out (FIFO) methodology. These amortization patterns are combined with loan level default and loss severity modeling to arrive at the ACL.

Troubled debt restructurings

A restructuring constitutes a TDR when the Corporation separately concludes that both of the following conditions exist: 1) the restructuring constitute a concession and 2) the debtor is experiencing financial difficulties. The concessions stem from an agreement between the Corporation and the debtor or are imposed by law or a court. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. A concession has been granted when, as a result of the restructuring, the Corporation does not expect to collect all amounts due, including interest accrued at the original contract rate. If the payment of principal is dependent on the value of collateral, the current value of the collateral is taken into consideration in determining the amount of principal to be collected; therefore, all factors that changed are considered to determine if a concession was granted, including the change in the fair value of the underlying collateral that may be used to repay the loan. Classification of loan modifications as TDRs involves a degree of judgment. Indicators that the debtor is experiencing financial difficulties which are considered include: (i) the borrower is currently in default on any of its debt or it is probable that the borrower would be in payment default on any of its debt in the foreseeable future without the modification; (ii) the borrower has declared or is in the process of declaring bankruptcy; (iii) there is significant doubt as to whether the borrower will continue to be a going concern; (iv) the borrower has securities that have been delisted, are in the process of being delisted, or are under threat of being delisted from an exchange; (v) based on estimates and projections that only encompass the borrower’s current business capabilities, it is forecasted that the entity-specific cash flows will be insufficient to service the debt (both interest and principal) in accordance with the contractual terms of the existing agreement through maturity; and (vi) absent the current modification, the borrower cannot obtain funds from sources other than the existing creditors at an effective interest rate equal to the current market interest rate for similar debt for a non-troubled debtor. The identification of TDRs is critical in the determination of the adequacy of the ACL.

A loan may be restructured in a troubled debt restructuring into two (or more) loan agreements, for example, Note A and Note B. Note A represents the portion of the original loan principal amount that is expected to be fully collected along with contractual interest. Note B represents the portion of the original loan that may be considered uncollectible and charged-off, but the obligation is not forgiven to the borrower. Note A may be returned to accrual status provided all of the conditions for a TDR to be returned to accrual status are met. The modified loans are considered TDRs.

Refer to Note 9 to the Consolidated Financial Statements for additional qualitative information on TDRs and the Corporation’s determination of the ACL.

Reserve for unfunded commitments

The Corporation establishes a reserve for unfunded commitments, based on the estimated losses over the remaining term of the facility. An allowance is not established for commitments that are unconditionally cancellable by the Corporation. Accordingly, no reserve is established for unfunded commitments related to its credit cards portfolio. Reserve for the unfunded portion of credit commitments is presented within other liabilities in the Consolidated Statements of Financial Condition. Net adjustments to the reserve for unfunded commitments are reflected in the Consolidated Statements of Operations as provision for credit losses for the years ended December 31, 2021 and 2020.

Transfers and servicing of financial assets

The transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the Corporation surrenders control over the assets is accounted for as a sale if all of the following conditions set forth in ASC Topic 860 are met: (1) the assets must be isolated from creditors of the transferor, (2) the transferee must obtain the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the transferor cannot maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. When the Corporation transfers financial assets and the transfer fails any one of these criteria, the Corporation is prevented from derecognizing the transferred financial assets and the transaction is accounted for as a secured borrowing. For federal and Puerto Rico income tax purposes, the Corporation treats the transfers of loans which do not qualify as “true sales” under the applicable accounting guidance, as sales, recognizing a deferred tax asset or liability on the transaction.

For transfers of financial assets that satisfy the conditions to be accounted for as sales, the Corporation derecognizes all assets sold; recognizes all assets obtained and liabilities incurred in consideration as proceeds of the sale, including servicing assets and

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servicing liabilities, if applicable; initially measures at fair value assets obtained and liabilities incurred in a sale; and recognizes in earnings any gain or loss on the sale.

The guidance on transfer of financial assets requires a true sale analysis of the treatment of the transfer under state law as if the Corporation was a debtor under the bankruptcy code. A true sale legal analysis includes several legally relevant factors, such as the nature and level of recourse to the transferor, and the nature of retained interests in the loans sold. The analytical conclusion as to a true sale is never absolute and unconditional, but contains qualifications based on the inherent equitable powers of a bankruptcy court, as well as the unsettled state of the common law. Once the legal isolation test has been met, other factors concerning the nature and extent of the transferor’s control over the transferred assets are taken into account in order to determine whether derecognition of assets is warranted.

The Corporation sells mortgage loans to the Government National Mortgage Association (“GNMA”) in the normal course of business and retains the servicing rights. The GNMA programs under which the loans are sold allow the Corporation to repurchase individual delinquent loans that meet certain criteria. At the Corporation’s option, and without GNMA’s prior authorization, the Corporation may repurchase the delinquent loan for an amount equal to 100% of the remaining principal balance of the loan. Once the Corporation has the unconditional ability to repurchase the delinquent loan, the Corporation is deemed to have regained effective control over the loan and recognizes the loan on its balance sheet as well as an offsetting liability, regardless of the Corporation’s intent to repurchase the loan.

Servicing assets

The Corporation periodically sells or securitizes loans while retaining the obligation to perform the servicing of such loans. In addition, the Corporation may purchase or assume the right to service loans originated by others. Whenever the Corporation undertakes an obligation to service a loan, management assesses whether a servicing asset or liability should be recognized. A servicing asset is recognized whenever the compensation for servicing is expected to more than adequately compensate the servicer for performing the servicing. Likewise, a servicing liability would be recognized in the event that servicing fees to be received are not expected to adequately compensate the Corporation for its expected cost. Mortgage servicing assets recorded at fair value are separately presented on the Consolidated Statements of Financial Condition.

All separately recognized servicing assets are initially recognized at fair value. For subsequent measurement of servicing rights, the Corporation has elected the fair value method for mortgage loans servicing rights (“MSRs”). Under the fair value measurement method, MSRs are recorded at fair value each reporting period, and changes in fair value are reported in mortgage banking activities in the Consolidated Statement of Operations. Contractual servicing fees including ancillary income and late fees, as well as fair value adjustments, are reported in mortgage banking activities in the Consolidated Statement of Operations. Loan servicing fees, which are based on a percentage of the principal balances of the loans serviced, are credited to income as loan payments are collected.

The fair value of servicing rights is estimated by using a cash flow valuation model which calculates the present value of estimated future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions.

Premises and equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful life of each type of asset. Amortization of leasehold improvements is computed over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Costs of maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of renewals and betterments are capitalized. When assets are disposed of, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in earnings as realized or incurred, respectively.

The Corporation capitalizes interest cost incurred in the construction of significant real estate projects, which consist primarily of facilities for its own use or intended for lease. The amount of interest cost capitalized is to be an allocation of the interest cost incurred during the period required to substantially complete the asset. The interest rate for capitalization purposes is to be based on a weighted average rate on the Corporation’s outstanding borrowings, unless there is a specific new borrowing associated with the asset. Interest cost capitalized for the years ended December 31, 2021, 2020 and 2019 was not significant.

The Corporation recognizes right-of-use assets (“ROU assets”) and lease liabilities relating to operating and finance lease arrangements in its Consolidated Statements of Financial Condition within other assets and other liabilities, respectively. For finance leases, interest is recognized on the lease liability separately from the amortization of the ROU asset, whereas for operating leases a single lease cost is recognized so that the cost of the lease is allocated over the lease term on a straight-line basis. Impairments

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on ROU assets are evaluated under the guidance for impairment or disposal of long-lived assets. The Corporation recognizes gains on sale and leaseback transactions in earnings when the transfer constitutes a sale, and the transaction was at fair value. Refer to Note 33 to the Consolidated Financial Statements for additional information on operating and finance lease arrangements.

Impairment of long-lived assets

The Corporation evaluates for impairment its long-lived assets to be held and used, and long-lived assets to be disposed of, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and records a write down for the difference between the carrying amount and the fair value less costs to sell.

Other real estate

Other real estate, received in satisfaction of a loan, is recorded at fair value less estimated costs of disposal. The difference between the carrying amount of the loan and the fair value less cost to sell is recorded as an adjustment to the ACL. Subsequent to foreclosure, any losses in the carrying value arising from periodic re-evaluations of the properties, and any gains or losses on the sale of these properties are credited or charged to expense in the period incurred and are included as OREO expenses. The cost of maintaining and operating such properties is expensed as incurred.

Updated appraisals are obtained to adjust the value of the other real estate assets. The frequency depends on the loan type and total credit exposure. The appraisal for a commercial or construction other real estate property with a book value equal to or greater than $1 million is updated annually and if lower than $1 million it is updated every two years. For residential mortgage properties, the Corporation requests appraisals annually.

Appraisals may be adjusted due to age, collateral inspections, property profiles, or general market conditions. The adjustments applied are based upon internal information such as other appraisals for the type of properties and/or loss severity information that can provide historical trends in the real estate market and may change from time to time based on market conditions.

Goodwill and other intangible assets

Goodwill is recognized when the purchase price is higher than the fair value of net assets acquired in business combinations under the purchase method of accounting. Goodwill is not amortized but is tested for impairment at least annually or more frequently if events or circumstances indicate possible impairment. If the carrying amount of any of the reporting units exceeds its fair value, the Corporation would be required to record an impairment charge for the difference up to the amount of the goodwill. 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. Goodwill impairment losses are recorded as part of operating expenses in the Consolidated Statements of Operations.

Other intangible assets deemed to have an indefinite life are not amortized but are tested for impairment using a one-step process which compares the fair value with the carrying amount of the asset. In determining that an intangible asset has an indefinite life, the Corporation considers expected cash inflows and legal, regulatory, contractual, competitive, economic and other factors, which could limit the intangible asset’s useful life.

Other identifiable intangible assets with a finite useful life, mainly core deposits, are amortized using various methods over the periods benefited, which range from 5 to 10 years. These intangibles are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments on intangible assets with a finite useful life are evaluated under the guidance for impairment or disposal of long-lived assets.

Assets sold / purchased under agreements to repurchase / resell

Repurchase and resell agreements are treated as collateralized financing transactions and are carried at the amounts at which the assets will be subsequently reacquired or resold as specified in the respective agreements.

It is the Corporation’s policy to take possession of securities purchased under agreements to resell. However, the counterparties to such agreements maintain effective control over such securities, and accordingly those securities are not reflected in the Corporation’s Consolidated Statements of Financial Condition. The Corporation monitors the fair value of the underlying securities as compared to the related receivable, including accrued interest.

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.

The Corporation may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Software

129

 

Capitalized software is stated at cost, less accumulated amortization. Capitalized software includes purchased software and capitalizable application development costs associated with internally-developed software. Amortization, computed on a straight-line method, is charged to operations over the estimated useful life of the software. Capitalized software is included in “Other assets” in the Consolidated Statement of Financial Condition.

Guarantees, including indirect guarantees of indebtedness to others

The estimated losses to be absorbed under the credit recourse arrangements are recorded as a liability when the loans are sold and are updated by accruing or reversing expense (categorized in the line item “Adjustments (expense) to indemnity reserves on loans sold” in the Consolidated Statements of Operations) throughout the life of the loan, as necessary, when additional relevant information becomes available. The recourse liability is estimated using loan level statistical techniques. Internal factors that are evaluated include customer credit scores, refreshed loan-to-values, loan age, and outstanding balance, amongst others. The methodology leverages the expected loss framework for mortgage loans and includes macroeconomic expectations based on a 2-year reasonable and supportable period, gradually reverting over a 1-year horizon to historical macroeconomic variables at the input level. Estimated future defaults, prepayments and loss severity are combined with loan level repayment information in order to estimate lifetime expected losses for this portfolio. The reserve for the estimated losses under the credit recourse arrangements is presented separately within other liabilities in the Consolidated Statements of Financial Condition. Refer to Note 23 to the Consolidated Financial Statements for further disclosures on guarantees.

 

Treasury stock

Treasury stock is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Statements of Financial Condition. At the date of retirement or subsequent reissue, the treasury stock account is reduced by the cost of such stock. At retirement, the excess of the cost of the treasury stock over its par value is recorded entirely to surplus. At reissuance, the difference between the consideration received upon issuance and the specific cost is charged or credited to surplus.

Revenues from contract with customers

Refer to Note 32 for a detailed description of the Corporation’s policies on the recognition and presentation of revenues from contract with customers.

Foreign exchange

Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using prevailing rates of exchange at the end of the period. Revenues, expenses, gains and losses are translated using weighted average rates for the period. The resulting foreign currency translation adjustment from operations for which the functional currency is other than the U.S. dollar is reported in accumulated other comprehensive loss, except for highly inflationary environments in which the effects are included in other operating expenses.

The Corporation holds interests in Centro Financiero BHD León, S.A. (“BHD León”) in the Dominican Republic. The business of BHD León is mainly conducted in their country’s foreign currency. The resulting foreign currency translation adjustment from these operations is reported in accumulated other comprehensive loss.

Refer to the disclosure of accumulated other comprehensive loss included in Note 22.

Income taxes

The Corporation recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Corporation’s financial statements or tax returns. Deferred income tax assets and liabilities are determined for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. The computation is based on enacted tax laws and rates applicable to periods in which the temporary differences are expected to be recovered or settled.

The guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50 percent) that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically by the Corporation based on the more likely than not realization threshold criterion. In the assessment for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among others, all sources of taxable income available to realize the deferred tax asset, including the future reversal of existing temporary differences, the future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies. In making such assessments, significant weight is given to evidence that can be objectively verified.

130

 

The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Corporation’s financial statements or tax returns and future profitability. The Corporation’s accounting for deferred tax consequences represents management’s best estimate of those future events.

Positions taken in the Corporation’s tax returns may be subject to challenge by the taxing authorities upon examination. Uncertain tax positions are initially recognized in the financial statements when it is more likely than not (greater than 50%) that the position will be sustained upon examination by the tax authorities, assuming full knowledge of the position and all relevant facts. The amount of unrecognized tax benefit 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 statute of limitations, changes in management’s judgment about the level of uncertainty, including addition or elimination of uncertain tax positions, status of examinations, litigation, settlements with tax authorities and legislative activity.

The Corporation accounts for the taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues).

Income tax expense or benefit for the year is allocated among continuing operations, discontinued operations, and other comprehensive income, as applicable. The amount allocated to continuing operations is the tax effect of the pre-tax income or loss from continuing operations that occurred during the year, plus or minus income tax effects of (a) changes in circumstances that cause a change in judgment about the realization of deferred tax assets in future years, (b) changes in tax laws or rates, (c) changes in tax status, and (d) tax-deductible dividends paid to shareholders, subject to certain exceptions.

Employees’ retirement and other postretirement benefit plans

Pension costs are computed on the basis of accepted actuarial methods and are charged to current operations. Net pension costs are based on various actuarial assumptions regarding future experience under the plan, which include costs for services rendered during the period, interest costs and return on plan assets, as well as deferral and amortization of certain items such as actuarial gains or losses.

The funding policy is to contribute to the plan, as necessary, to provide for services to date and for those expected to be earned in the future. To the extent that these requirements are fully covered by assets in the plan, a contribution may not be made in a particular year.

The cost of postretirement benefits, which is determined based on actuarial assumptions and estimates of the costs of providing these benefits in the future, is accrued during the years that the employee renders the required service.

The guidance for compensation retirement benefits of ASC Topic 715 requires the recognition of the funded status of each defined pension benefit plan, retiree health care and other postretirement benefit plans on the Consolidated Statements of Financial Condition.

Stock-based compensation

The Corporation opted to use the fair value method of recording stock-based compensation as described in the guidance for employee share plans in ASC Subtopic 718-50.

Comprehensive income

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, except those resulting from investments by owners and distributions to owners. Comprehensive income (loss) is separately presented in the Consolidated Statements of Comprehensive Income.

Net income per common share

Basic income per common share is computed by dividing net income adjusted for preferred stock dividends, including undeclared or unpaid dividends if cumulative, and charges or credits related to the extinguishment of preferred stock or induced conversions of preferred stock, by the weighted average number of common shares outstanding during the year. Diluted income per common share takes into consideration the weighted average common shares adjusted for the effect of stock options, restricted stock, performance shares and warrants, if any, using the treasury stock method.

Statement of cash flows

For purposes of reporting cash flows, cash includes cash on hand and amounts due from banks, including restricted cash.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

131

 

Note 3 - New accounting pronouncements

 

 

 

 

 

 

 

 

 

Recently Adopted Accounting Standards Updates

 

 

 

 

 

 

 

 

 

Standard

 

Description

Date of adoption

Effect on the financial statements

 

 

FASB ASU 2021-06, Presentation of Financial Statements (Topic 205), Financial Services – Depository and Lending (Topic 942), and Financial Services – Investment Companies (Topic 946): Amendments to SEC Paragraphs Pursuant to SEC Financial Rule Releases No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses, and No. 33-10835, Update of Statistical Disclosures for Bank and Savings and Loan Registrants

 

The FASB issued ASU 2021-06 in August 2021, which amends certain paragraphs from the ASC in response to the issuance of SEC Final Rules Nos. 33-10786 and 33-10835.

August 9, 2021

The adoption of ASU 2021-06 during 2021 resulted in simplified MD&A disclosures.

 

 

FASB ASU 2020-10, Codification Improvements

 

The FASB issued ASU 2020-10 in October 2020 which moves all disclosures guidance to the appropriate codification section and makes other improvements and technical corrections.

December 31, 2021

The Corporation was not impacted by the adoption of ASU 2020-10 during the fourth quarter of 2021.

 

 

FASB ASU 2020-08, Codification Improvements to Subtopic 310-20 – Receivables – Nonrefundable Fees and Other Costs

 

The FASB issued ASU 2020-08 in October 2020 which clarifies that a reporting entity should assess whether a callable debt security purchased at a premium is within the scope of ASC 310-20-35-33 each reporting period, which impacts the amortization period for nonrefundable fees and other costs.

January 1, 2021

The Corporation was not impacted by the adoption of ASU 2020-08 during the first quarter of 2021 since it does not currently hold purchased callable debt securities at a premium.

 

 

FASB ASU 2020-04, Reference Rate Reform (Topic 848)

 

The FASB issued ASU 2020-04 in March 2020, which provides accounting relief from the impact of the cessation of LIBOR by, among other things, providing optional expedients to treat contract modifications resulting from such reference rate reform as a continuation of the existing contract and for hedging relationships to not be de-designated resulting from such changes provided certain criteria are met.

December 31, 2021

The Corporation identified all LIBOR-based contracts that will be impacted by the cessation of LIBOR. It has incorporated fallback language in new contracts and is in the process of completing the modification of existing contracts to include adequate fallback language. The Company has no outstanding hedge accounting relationships tied to LIBOR-based assets or liabilities. Furthermore, the Company stopped originating LIBOR-based contracts in December 2021 so no new exposures will be added prospectively. The election to apply the optional expedients did not have a material impact on the Consolidated Financial Statements.

132

 

 

 

 

 

 

 

 

 

 

Standard

 

Description

Date of adoption

Effect on the financial statements

 

 

FASB ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815

 

The FASB issued ASU 2020-01 in January 2020, which clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 and includes scope considerations for entities that hold non-derivative forward contracts and purchased options to acquire equity securities that, upon settlement of the forward contract or exercise of the purchase option, would be accounted for under the equity method of accounting.

January 1, 2021

The Corporation was not impacted by the adoption of ASU 2020-01 during the first quarter of 2021 since it does not hold non-derivative forward contracts and purchased options to acquire equity securities that, upon settlement of the forward or exercise of the purchase option, would be accounted for under the equity method of accounting. Notwithstanding, it will consider this guidance for the purposes of applying the measurement alternative in ASC Topic 321 immediately before applying or discontinuing the equity method of accounting.

 

 

FASB ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

 

The FASB issued ASU 2019-12 in December 2019, which simplifies the accounting for income taxes by removing certain exceptions such as the incremental approach for intraperiod tax allocation and interim period income tax accounting for year-to-date losses that exceed anticipated losses. In addition, the ASU simplifies GAAP in a number of areas such as when separate financial statements of legal entities are not subject to tax and enacted changes in tax laws in interim periods.

January 1, 2021

The Corporation adopted ASU 2019-12 during the first quarter of 2021 but was not materially impacted by the amendments of this ASU. It will consider this guidance for enacted changes in tax laws, subsequent step-ups in the tax basis of goodwill, or ownership changes in investments.

133

 

FASB ASUs Financial Instruments – Credit Losses (Topic 326)

 

The CECL model applies to financial assets measured at amortized cost that are subject to credit losses and certain off-balance sheet exposures. CECL 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. Under the revised methodology, credit losses are measured based on past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. CECL also revises the approach to recognizing credit losses for available-for-sale securities by replacing the direct write-down approach with the allowance approach and limiting the allowance to the amount at which the security’s fair value is less than the amortized cost. In addition, CECL provides that the initial allowance for credit losses on purchased credit deteriorated (“PCD”) financial assets will be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a credit loss expense. The standards also expand credit quality disclosures. These accounting standards updates were effective on January 1, 2020. Prior to the adoption of CECL, the Corporation followed a systematic methodology to establish and evaluate the adequacy of the allowance for credit losses to provide for probable losses in the loan portfolio.

As a result of the adoption, the Corporation recorded an increase in its allowance for credit losses related to its loan portfolio of $315 million, and a decrease of $9 million in the allowance for credit losses for unfunded commitments and credit recourse guarantees which is recorded in Other Liabilities. The Corporation also recognized an allowance for credit losses of approximately $13 million related to its held-to-maturity debt securities portfolio. The adoption of CECL was recognized under the modified retrospective approach. Therefore, the adjustments to record the increase in the allowance for credit losses was recorded as a decrease to the opening balance of retained earnings of the year of implementation, net of income taxes, except for approximately $17 million related to loans previously accounted under ASC Subtopic 310-30, which resulted in a reclassification between certain contra loan balance accounts to the allowance for credit losses. The total impact to retained earnings, net of tax, related to the adoption of CECL was of $205.8 million. As part of the adoption of CECL, the Corporation made the election to break the existing pools of purchased credit impaired (“PCI”) loans and, as such, these loans are no longer excluded from non-performing status.

 

134

 

 

 

 

 

 

 

 

Accounting Standards Updates Not Yet Adopted

 

 

 

 

 

 

 

Standard

 

Description

Date of adoption

Effect on the financial statements

 

FASB ASU 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

 

The FASB issued ASU 2021-08 in October 2021, which amends ASC Topic 805 by requiring contract assets and contract liabilities arising from revenue contracts with customers to be recognized in accordance with ASC Topic 606 on the acquisition date instead of fair value.

January 1, 2023

Upon adoption of this ASU, the Corporation will consider this guidance for revenue contracts with customers recognized as part of business combinations entered into on or after the effective date.

 

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 does not expect to be impacted by the adoption of this ASU 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

Upon adoption of this ASU, the Corporation will consider this guidance for modifications or exchanges of freestanding equity-classified written call options.

 

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

Upon adoption of this standard, the Corporation will consider these amendments in its evaluation of contracts in its own equity, including accelerated share repurchase transactions.

 

 

135

 

Note 4 – Business combination

On October 15, 2021, Popular Equipment Finance, LLC (“PEF”), a newly formed wholly-owned subsidiary of Popular Bank (“PB”), completed the acquisition of certain assets and the assumption of certain liabilities of K2 Capital Group LLC’s (“K2”) equipment leasing and financing business based in Minnesota (the “Acquired Business”). Commercial loans acquired by PEF as part of this transaction consisted of $105 million in commercial direct financing leases and $14 million in working capital lines. Refer to Note 2, Summary of significant accounting policies, for further details.

 

Specializing in the healthcare industry, the Acquired Business provides a variety of lease products, including operating and finance leases, and also offers private label vendor finance programs to equipment manufacturers and healthcare organizations. The acquisition provides PB with a national equipment leasing platform that complements its existing health care lending business.

 

The following table presents the fair values of the consideration and major classes of identifiable assets acquired and liabilities assumed by PEF as of October 15, 2021.

 

 

Book value prior to

 

 

 

 

 

 

 

purchase accounting

 

Fair value

 

As recorded by

(In thousands)

adjustments

 

adjustments

 

Popular, Inc.

Cash consideration

$

156,628

 

$

-

 

$

156,628

Contingent consideration

 

-

 

 

9,241

 

 

9,241

Total consideration

$

156,628

 

$

9,241

 

$

165,869

Assets:

 

 

 

 

 

 

 

 

Cash and due from banks

$

800

 

$

-

 

$

800

Commercial loans

 

118,907

 

 

(3,332)

 

 

115,575

Premises and equipment

 

6,987

 

 

2,009

 

 

8,996

Accrued income receivable

 

57

 

 

-

 

 

57

Other assets

 

2,822

 

 

-

 

 

2,822

Other intangible assets

 

-

 

 

2,887

 

 

2,887

Total assets

$

129,573

 

$

1,564

 

$

131,137

Liabilities:

 

 

 

 

 

 

 

 

Other liabilities

 

14,439

 

 

-

 

 

14,439

Total liabilities

$

14,439

 

$

-

 

$

14,439

Net assets acquired

$

115,134

 

$

1,564

 

$

116,698

Goodwill on acquisition

 

 

 

 

 

 

$

49,171

 

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

 

Following is a description of the methods used to determine the fair values of significant assets acquired and liabilities assumed on the K2 Transaction:

 

Commercial Loans

In determining the fair value of commercial direct financing leases, the specific terms and conditions of each lease agreement were considered. The fair values for commercial direct financing leases were calculated based on the fair value of the underlying collateral, or from the cash flows expected to be collected discounted at a market rate commensurate with the credit risk profile of the lessee at origination in instances where there was a purchase option at the end of the lease term with a stated guaranteed residual value. Fair values for commercial working capital lines were calculated based on the present value of remaining contractual payments discounted at a market rate commensurate with the credit risk profile of the borrower at origination. These commercial loans were accounted for under ASC Subtopic 310-20. As of October 15, 2021, the gross contractual receivable for commercial loans amounted to $125 million. An allowance for credit losses of $1 million was recognized as of October 15, 2021 with an offset to provision for credit losses, which represents the estimate of contractual cash flows not expected to be collected.

136

 

 

Goodwill

The amount of goodwill is the residual difference between the consideration transferred to K2 and the fair value of the assets acquired, net of the liabilities assumed. The entire amount of goodwill is deductible for income tax purposes pursuant to U.S. Internal Revenue Code (“IRC”) section 197 over a 15-year period.

 

Contingent consideration

The fair value of the contingent consideration, which relates to approximately $29 million in earnout payments that could be payable to K2 over a three-year period, was calculated based on a Montecarlo Simulation model.

 

The Corporation believes that given the amount of assets and liabilities assumed and the size of the operations acquired in relation to Popular’s operations, the historical results of K2 are not significant to Popular’s results, and thus no pro forma information is presented.

 

 

137

 

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 $2.7 billion at December 31, 2021 (December 31, 2020 - $2.3 billion). Cash and due from banks, as well as other highly liquid securities, are used to cover the required average reserve balances.

 

At December 31, 2021, the Corporation held $50 million in restricted assets in the form of funds deposited in money market accounts, debt securities available for sale and equity securities (December 31, 2020 - $39 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.

138

 

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 December 31, 2021 and December 31, 2020.

 

 

 

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.

139

 

 

 

At December 31, 2020

 

 

 

 

 

Gross

Gross

 

 

Weighted

 

 

 

Amortized

unrealized

unrealized

Fair

average

 

(In thousands)

cost

gains

losses

value

yield

 

U.S. Treasury securities

 

 

 

 

 

 

 

 

 

 

 

Within 1 year

$

4,900,055

$

16,479

$

-

$

4,916,534

0.69

%

 

After 1 to 5 years

 

5,007,223

 

259,399

 

-

 

5,266,622

2.05

 

 

After 5 to 10 years

 

567,367

 

37,517

 

-

 

604,884

1.68

 

Total U.S. Treasury securities

 

10,474,645

 

313,395

 

-

 

10,788,040

1.40

 

Obligations of U.S. Government sponsored entities

 

 

 

 

 

 

 

 

 

 

 

Within 1 year

 

59,993

 

101

 

-

 

60,094

1.46

 

 

After 1 to 5 years

 

90

 

-

 

-

 

90

5.64

 

Total obligations of U.S. Government sponsored entities

 

60,083

 

101

 

-

 

60,184

1.47

 

Collateralized mortgage obligations - federal agencies

 

 

 

 

 

 

 

 

 

 

 

After 1 to 5 years

 

1,388

 

14

 

-

 

1,402

2.97

 

 

After 5 to 10 years

 

61,229

 

1,050

 

-

 

62,279

1.56

 

 

After 10 years

 

318,292

 

10,202

 

43

 

328,451

2.04

 

Total collateralized mortgage obligations - federal agencies

 

380,909

 

11,266

 

43

 

392,132

1.97

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

Within 1 year

 

5,616

 

56

 

-

 

5,672

2.83

 

 

After 1 to 5 years

 

50,393

 

1,735

 

-

 

52,128

2.35

 

 

After 5 to 10 years

 

454,880

 

20,022

 

6

 

474,896

1.91

 

 

After 10 years

 

9,608,860

 

180,844

 

1,839

 

9,787,865

1.94

 

Total mortgage-backed securities

 

10,119,749

 

202,657

 

1,845

 

10,320,561

1.94

 

Other

 

 

 

 

 

 

 

 

 

 

 

After 1 to 5 years

 

224

 

11

 

-

 

235

3.62

 

Total other

 

224

 

11

 

-

 

235

3.62

 

Total debt securities available-for-sale[1]

$

21,035,610

$

527,430

$

1,888

$

21,561,152

1.66

%

[1]

Includes $18.2 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 $16.9 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 in 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.

The following table presents the aggregate amortized cost and fair value of debt securities available-for-sale at December 31, 2021 by contractual maturity.

 

(In thousands)

 

Amortized cost

 

Fair value

Within 1 year

$

1,225,639

$

1,239,127

After 1 to 5 years

 

10,127,468

 

10,163,506

After 5 to 10 years

 

5,272,106

 

5,254,323

After 10 years

 

8,436,011

 

8,311,313

Total debt securities available-for-sale

$

25,061,224

$

24,968,269

 

During the years ended December 31, 2021 and 2020, the Corporation sold U.S. Treasury Notes. The proceeds from these sales were $236 million and $5 million, respectively. Gross realized gains and losses on the sale of debt securities available-for-sale for the years ended December 31, 2021, 2020 and 2019 were as follows:

 

140

 

(In thousands)

 

2021

 

2020

 

2019

Gross realized gains

$

695

$

41

$

-

Gross realized losses

 

(672)

 

-

 

(20)

Net realized gains (losses) on sale of debt securities available-for-sale

$

23

$

41

$

(20)

 

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 December 31, 2021 and 2020.

141

 

 

 

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

 

 

 

At December 31, 2020

 

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

Collateralized mortgage obligations - federal agencies

$

4,029

$

43

$

-

$

-

$

4,029

$

43

Mortgage-backed securities

 

886,432

 

1,834

 

555

 

11

 

886,987

 

1,845

Total debt securities available-for-sale in an unrealized loss position

$

890,461

$

1,877

$

555

$

11

$

891,016

$

1,888

 

 

As of December 31, 2021, the portfolio of available-for-sale debt securities reflects gross unrealized losses of approximately $298 million, driven mainly by U.S. Treasury Securities and mortgage-backed securities, which were impacted by increases in the interest rate environment.

The following table states the name of issuers, and the aggregate amortized cost and fair value of the debt securities of such issuer (includes available-for-sale and held-to-maturity debt securities), in which the aggregate amortized cost of such securities exceeds 10% of stockholders’ equity. This information excludes debt securities backed by the full faith and credit of the U.S. Government. Investments in obligations issued by a state of the U.S. and its political subdivisions and agencies, which are payable and secured by the same source of revenue or taxing authority, other than the U.S. Government, are considered securities of a single issuer.

 

 

 

2021

 

2020

 

 

 

 

 

 

 

 

 

(In thousands)

Amortized cost

Fair value

Amortized cost

Fair value

FNMA

$

1,533,637

$

1,587,127

$

2,242,121

$

2,338,897

Freddie Mac

 

3,228,543

 

3,176,197

 

3,616,238

 

3,675,679

142

 

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 December 31, 2021 and 2020.

 

 

 

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

%

 

 

 

At December 31, 2020

 

 

 

 

 

 

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

$

3,990

$

50

$

3,940

$

47

$

-

$

3,987

6.05

%

 

After 1 to 5 years

 

16,030

 

710

 

15,320

 

710

 

-

 

16,030

6.16

 

 

After 5 to 10 years

 

14,845

 

573

 

14,272

 

295

 

23

 

14,544

2.77

 

 

After 10 years

 

46,164

 

8,928

 

37,236

 

11,501

 

-

 

48,737

1.58

 

Total obligations of Puerto Rico, States and political subdivisions

 

81,029

 

10,261

 

70,768

 

12,553

 

23

 

83,298

2.93

 

Collateralized mortgage obligations - federal agencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 1 to 5 years

 

31

 

-

 

31

 

1

 

-

 

32

6.44

 

Total collateralized mortgage obligations - federal agencies

 

31

 

-

 

31

 

1

 

-

 

32

6.44

 

Securities in wholly owned statutory business trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 10 years

 

11,561

 

-

 

11,561

 

-

 

-

 

11,561

6.51

 

Total securities in wholly owned statutory business trusts

 

11,561

 

-

 

11,561

 

-

 

-

 

11,561

6.51

 

Total debt securities held-to-maturity

$

92,621

$

10,261

$

82,360

$

12,554

$

23

$

94,891

3.38

%

 

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.

The following table presents the aggregate amortized cost and fair value of debt securities held-to-maturity at December 31, 2021 by contractual maturity.

143

 

(In thousands)

 

Amortized cost

 

Fair value

Within 1 year

$

4,240

$

4,237

After 1 to 5 years

 

14,420

 

14,421

After 5 to 10 years

 

11,280

 

11,262

After 10 years

 

49,521

 

53,448

Total debt securities held-to-maturity

$

79,461

$

83,368

 

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.

At December 31, 2021 and December 31, 2020, 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 $30 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, 2020 - $35 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.

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 December 31, 2021

At December 31, 2020

(In thousands)

Securities issued by Puerto Rico municipalities

Watch

$

16,345

$

35,315

Pass

 

13,800

 

-

Total

$

30,145

$

35,315

 

At December 31, 2021, the portfolio of “Obligations of Puerto Rico, States and political subdivisions” also includes $43 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, 2020 - $46 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 December 31, 2021, the average refreshed FICO score for the representative sample, comprised of 64% of the nominal value of the securities, used for the loss estimate was of 704 (compared to 66% and 697, respectively, at December 31, 2020). 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 24 for additional information on the Corporation’s exposure to the Puerto Rico Government.

Delinquency status

At December 31, 2021 and December 31, 2020, there were no securities held-to-maturity in past due or non-performing status.

Allowance for credit losses on debt securities held-to-maturity

144

 

The following table provides the activity in the allowance for credit losses related to debt securities held-to-maturity by security type at December 31, 2021 and December 31, 2020:

 

 

 

For the year ended December 31,

 

 

 

2021

 

2020

(In thousands)

 

Obligations of Puerto Rico, States and political subdivisions

Allowance for credit losses:

 

 

 

 

Beginning balance

 

$

10,261

$

-

Impact of adopting CECL

 

 

-

 

12,654

Provision for credit losses (benefit)

 

 

(2,165)

 

(2,393)

Securities charged-off

 

 

-

 

-

Recoveries

 

 

-

 

-

Ending balance

$

8,096

$

10,261

 

 

 

 

 

 

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 $7.8 million for bonds issued by the Puerto Rico HFA, which are secured by second mortgage loans on Puerto Rico residential properties (compared to $1.4 million and $8.9 million, respectively, at December 31, 2020).

145

 

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 this Form 10-K.

 

During the year ended December 31, 2021, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $393 million including $14 million in Purchased Credit Deteriorated (“PCD”) loans, consumer loans of $61 million and commercial loans of $139 million; compared to purchases (including repurchases) of mortgage loans of $1.3 billion including $160 million in PCD loans, consumer loans of $56 million and commercial loans of $26 million, during the year ended December 31, 2020. During 2020, these mortgage loan repurchases included a bulk repurchase transaction of $688 million in GNMA loans, of which $684 million were 90 days past due at that time, including $324 million which were already included in the Corporation’s ending portfolio balance at June 30, 2020, since due to the delinquency status of the loans the Corporation had the right but not the obligation to repurchase the assets and is required to recognize (rebook) these loans in accordance with U.S. GAAP. The bulk repurchase also included $120 million in loans from the FNMA and FHMLC servicing portfolio, subject to credit recourse which were considered PCD loans.

 

The Corporation performed whole-loan sales involving approximately $145 million of residential mortgage loans and $131 million of commercial and construction loans during the year ended December 31, 2021 (December 31, 2020 - $150 million of residential mortgage loans and $32 million of commercial loans). Also, during the year ended December 31, 2021, the Corporation securitized approximately $380 million of mortgage loans into Government National Mortgage Association (“GNMA”) mortgage-backed securities $330 million of mortgage loans into Federal National Mortgage Association (“FNMA”) mortgage-backed securities, compared to $332 million and $176 million, respectively, during the year ended December 31, 2020. Also, the Corporation securitized approximately $23 million of mortgage loans into Federal Home Loan Mortgage Corporation (“FHLMC”) mortgage-backed securities during the year ended December 31, 2021.

 

As previously disclosed in Note 4, on October 15, 2021 Popular Equipment Finance LLC acquired $105 million in commercial finance leases and $14 million in working capital lines as a result of the acquisition of certain assets and the assumption of certain liabilities from the K2 Capital Group LLC. The portfolio of leases and loans from the acquired business is included in the information presented in this note.

 

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 December 31, 2021 and 2020.

146

 

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

147

 

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 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 $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 Federal Home Loan Bank ("FHLB") as collateral for borrowings and $1.7 billion at the Federal Reserve Bank ("FRB") for discount window borrowings and $1.7 billion serve as collateral for public funds.

148

 

December 31, 2020

 

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

$

796

 

$

-

 

$

505

 

$

1,301

$

150,979

 

$

152,280

 

 

$

505

 

$

-

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

2,189

 

 

3,503

 

 

77,137

 

 

82,829

 

1,924,504

 

 

2,007,333

 

 

 

77,137

 

 

-

 

 

Owner occupied

 

8,270

 

 

1,218

 

 

92,001

 

 

101,489

 

1,497,406

 

 

1,598,895

 

 

 

92,001

 

 

-

 

Commercial and industrial

 

10,223

 

 

775

 

 

35,012

 

 

46,010

 

4,183,098

 

 

4,229,108

 

 

 

34,449

 

 

563

 

Construction

 

-

 

 

-

 

 

21,497

 

 

21,497

 

135,609

 

 

157,106

 

 

 

21,497

 

 

-

 

Mortgage[1]

 

195,602

 

 

87,726

 

 

1,428,824

 

 

1,712,152

 

5,057,991

 

 

6,770,143

 

 

 

414,343

 

 

1,014,481

 

Leasing

 

9,141

 

 

1,427

 

 

3,441

 

 

14,009

 

1,183,652

 

 

1,197,661

 

 

 

3,441

 

 

-

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit cards

 

6,550

 

 

4,619

 

 

12,798

 

 

23,967

 

895,968

 

 

919,935

 

 

 

-

 

 

12,798

 

 

Home equity lines of credit

 

184

 

 

-

 

 

48

 

 

232

 

3,947

 

 

4,179

 

 

 

-

 

 

48

 

 

Personal

 

11,255

 

 

8,097

 

 

26,387

 

 

45,739

 

1,232,008

 

 

1,277,747

 

 

 

26,387

 

 

-

 

 

Auto

 

53,186

 

 

12,696

 

 

15,736

 

 

81,618

 

3,050,610

 

 

3,132,228

 

 

 

15,736

 

 

-

 

 

Other

 

304

 

 

483

 

 

15,052

 

 

15,839

 

110,826

 

 

126,665

 

 

 

14,881

 

 

171

 

Total

$

297,700

 

$

120,544

 

$

1,728,438

 

$

2,146,682

$

19,426,598

 

$

21,573,280

 

 

$

700,377

 

$

1,028,061

 

[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. These include $57 million in loans rebooked under the GNMA program at December 31, 2020, in which issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due.

 

December 31, 2020

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

 

$

5,273

 

$

-

 

$

1,894

 

$

7,167

 

$

1,736,544

 

$

1,743,711

 

 

$

1,894

 

$

-

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

 

924

 

 

3,640

 

 

669

 

 

5,233

 

 

1,988,577

 

 

1,993,810

 

 

 

669

 

 

-

 

Owner occupied

 

 

191

 

 

650

 

 

334

 

 

1,175

 

 

343,205

 

 

344,380

 

 

 

334

 

 

-

Commercial and industrial

 

 

1,117

 

 

72

 

 

3,091

 

 

4,280

 

 

1,540,513

 

 

1,544,793

 

 

 

3,091

 

 

-

Construction

 

 

21,312

 

 

-

 

 

7,560

 

 

28,872

 

 

740,230

 

 

769,102

 

 

 

7,560

 

 

-

Mortgage

 

 

33,422

 

 

15,464

 

 

14,864

 

 

63,750

 

 

1,056,787

 

 

1,120,537

 

 

 

14,864

 

 

-

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit cards

 

 

-

 

 

-

 

 

3

 

 

3

 

 

28

 

 

31

 

 

 

-

 

 

3

 

Home equity lines of credit

 

 

236

 

 

342

 

 

7,491

 

 

8,069

 

 

86,502

 

 

94,571

 

 

 

7,491

 

 

-

 

Personal

 

 

1,486

 

 

1,342

 

 

1,474

 

 

4,302

 

 

194,936

 

 

199,238

 

 

 

1,474

 

 

-

 

Other

 

 

-

 

 

-

 

 

20

 

 

20

 

 

1,723

 

 

1,743

 

 

 

20

 

 

-

Total

 

$

63,961

 

$

21,510

 

$

37,400

 

$

122,871

 

$

7,689,045

 

$

7,811,916

 

 

$

37,397

 

$

3

149

 

December 31, 2020

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

$

6,069

 

$

-

 

$

2,399

$

8,468

 

$

1,887,523

 

$

1,895,991

 

 

$

2,399

 

$

-

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

3,113

 

 

7,143

 

 

77,806

 

88,062

 

 

3,913,081

 

 

4,001,143

 

 

 

77,806

 

 

-

 

Owner occupied

 

8,461

 

 

1,868

 

 

92,335

 

102,664

 

 

1,840,611

 

 

1,943,275

 

 

 

92,335

 

 

-

Commercial and industrial

 

11,340

 

 

847

 

 

38,103

 

50,290

 

 

5,723,611

 

 

5,773,901

 

 

 

37,540

 

 

563

Construction

 

21,312

 

 

-

 

 

29,057

 

50,369

 

 

875,839

 

 

926,208

 

 

 

29,057

 

 

-

Mortgage[1]

 

229,024

 

 

103,190

 

 

1,443,688

 

1,775,902

 

 

6,114,778

 

 

7,890,680

 

 

 

429,207

 

 

1,014,481

Leasing

 

9,141

 

 

1,427

 

 

3,441

 

14,009

 

 

1,183,652

 

 

1,197,661

 

 

 

3,441

 

 

-

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit cards

 

6,550

 

 

4,619

 

 

12,801

 

23,970

 

 

895,996

 

 

919,966

 

 

 

-

 

 

12,801

 

Home equity lines of credit

 

420

 

 

342

 

 

7,539

 

8,301

 

 

90,449

 

 

98,750

 

 

 

7,491

 

 

48

 

Personal

 

12,741

 

 

9,439

 

 

27,861

 

50,041

 

 

1,426,944

 

 

1,476,985

 

 

 

27,861

 

 

-

 

Auto

 

53,186

 

 

12,696

 

 

15,736

 

81,618

 

 

3,050,610

 

 

3,132,228

 

 

 

15,736

 

 

-

 

Other

 

304

 

 

483

 

 

15,072

 

15,859

 

 

112,549

 

 

128,408

 

 

 

14,901

 

 

171

Total

$

361,661

 

$

142,054

 

$

1,765,838

$

2,269,553

 

$

27,115,643

 

$

29,385,196

 

 

$

737,774

 

$

1,028,064

[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 $57 million at December 31, 2020 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 $329 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of December 31, 2020. Furthermore, the Corporation has approximately $60 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 $203 million in unearned income and exclude $99 million in loans held-for-sale.

[3]

Includes $6.5 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.1 billion were pledged at the FHLB as collateral for borrowings and $2.4 billion at the FRB for discount window borrowings.

 

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 December 31, 2021, mortgage loans held-in-portfolio include $1.9 billion (December 31, 2020 - $2.1 billion) of loans insured by the FHA, or guaranteed VA of which $0.5 billion (December 31, 2020 - $1.0 billion) are 90 days or more past due. These balances include $716 million in loans modified under a TDR (December 31, 2020 - $655 million), that are presented as accruing loans. The portfolio of guaranteed loans includes $304 million of residential mortgage loans in Puerto Rico that are no longer accruing interest as of December 31, 2021 (December 31, 2020 - $329 million). The Corporation has approximately $50 million in reverse mortgage loans in Puerto Rico which are guaranteed by FHA, but which are currently not accruing interest at December 31, 2021 (December 31, 2020 - $60 million).

 

Loans with a delinquency status of 90 days past due as of December 31, 2021 include $13 million in loans previously pooled into GNMA securities (December 31, 2020 - $57 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 components of the net financing leases, including finance leases within the C&I category, receivable at December 31, 2021 and 2020 were as follows:

150

 

(In thousands)

 

2021

 

2020

Total minimum lease payments

$

1,190,545

$

957,367

Estimated residual value of leased property

 

518,670

 

419,024

Deferred origination costs, net of fees

 

21,474

 

18,141

 

Less - Unearned financing income

 

257,738

 

196,788

Net minimum lease payments

 

1,472,951

 

1,197,744

 

Less - Allowance for credit losses

 

18,581

 

16,863

Net minimum lease payments, net of allowance for credit losses

$

1,454,370

$

1,180,881

 

At December 31, 2021, future minimum lease payments are expected to be received as follows:

 

(In thousands)

 

 

2022

$

106,927

2023

 

123,654

2024

 

181,405

2025

 

216,577

2026

 

369,592

2027 and thereafter

 

192,390

Total

$

1,190,545

 

The following tables present the amortized cost basis of non-accrual loans as of December 31, 2021 and 2020 by class of loans:

 

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

 

December 31, 2020

 

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

$

-

$

505

 

$

-

$

1,894

 

$

-

$

2,399

Commercial real estate non-owner occupied

 

35,968

 

41,169

 

 

-

 

669

 

 

35,968

 

41,838

Commercial real estate owner occupied

 

14,825

 

77,176

 

 

-

 

334

 

 

14,825

 

77,510

Commercial and industrial

 

1,148

 

33,301

 

 

-

 

3,091

 

 

1,148

 

36,392

Construction

 

-

 

21,497

 

 

-

 

7,560

 

 

-

 

29,057

Mortgage

 

141,737

 

272,606

 

 

517

 

14,347

 

 

142,254

 

286,953

Leasing

 

-

 

3,441

 

 

-

 

-

 

 

-

 

3,441

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOCs

 

-

 

-

 

 

-

 

7,491

 

 

-

 

7,491

Personal

 

9,265

 

17,122

 

 

-

 

1,474

 

 

9,265

 

18,596

Auto

 

-

 

15,736

 

 

-

 

-

 

 

-

 

15,736

Other

 

-

 

14,881

 

 

-

 

20

 

 

-

 

14,901

Total

$

202,943

$

497,434

 

$

517

$

36,880

 

$

203,460

$

534,314

 

 

151

 

Loans in non-accrual status with no allowance at December 31, 2021 include $237 million in collateral dependent loans (December 31, 2020 - $203 million). The Corporation recognized $3 million in interest income on non-accrual loans during the year ended December 31, 2021 (December 31, 2020 - $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 December 31, 2021 and 2020:

152

 

 

 

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

153

 

 

 

December 31, 2020

(In thousands)

 

Real Estate

 

Auto

 

Equipment

 

Taxi Medallions

 

Accounts Receivables

 

Other

 

Total

Puerto Rico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

$

1,301

$

-

$

-

$

-

$

-

$

-

$

1,301

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

299,223

 

-

 

-

 

-

 

-

 

-

 

299,223

 

Owner occupied

 

79,769

 

-

 

-

 

-

 

-

 

-

 

79,769

Commercial and industrial

 

7,577

 

-

 

1,438

 

-

 

10,989

 

12,046

 

32,050

Construction

 

21,497

 

-

 

-

 

-

 

-

 

-

 

21,497

Mortgage

 

181,648

 

-

 

-

 

-

 

-

 

-

 

181,648

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

7,414

 

-

 

-

 

-

 

-

 

-

 

7,414

 

Auto

 

-

 

4

 

-

 

-

 

-

 

-

 

4

Total Puerto Rico

$

598,429

$

4

$

1,438

$

-

$

10,989

$

12,046

$

622,906

Popular U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

$

1,755

$

-

$

-

$

-

$

-

$

-

$

1,755

Commercial and industrial

 

-

 

-

 

-

 

1,545

 

-

 

-

 

1,545

Construction

 

7,560

 

-

 

-

 

-

 

-

 

-

 

7,560

Mortgage

 

855

 

-

 

-

 

-

 

-

 

-

 

855

Total Popular U.S.

$

10,170

$

-

$

-

$

1,545

$

-

$

-

$

11,715

Popular, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

$

3,056

$

-

$

-

$

-

$

-

$

-

$

3,056

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-owner occupied

 

299,223

 

-

 

-

 

-

 

-

 

-

 

299,223

 

Owner occupied

 

79,769

 

-

 

-

 

-

 

-

 

-

 

79,769

Commercial and industrial

 

7,577

 

-

 

1,438

 

1,545

 

10,989

 

12,046

 

33,595

Construction

 

29,057

 

-

 

-

 

-

 

-

 

-

 

29,057

Mortgage

 

182,503

 

-

 

-

 

-

 

-

 

-

 

182,503

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

7,414

 

-

 

-

 

-

 

-

 

-

 

7,414

 

Auto

 

-

 

4

 

-

 

-

 

-

 

-

 

4

Total Popular, Inc.

$

608,599

$

4

$

1,438

$

1,545

$

10,989

$

12,046

$

634,621

 

Purchased Credit Deteriorated (PCD) Loans

 

The Corporation has purchased loans during the year 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)

 

December 31, 2021

 

December 31, 2020

Purchase price of loans at acquisition

$

10,995

$

152,667

Allowance for credit losses at acquisition

 

3,142

 

7,512

Non-credit discount / (premium) at acquisition

 

446

 

(6,542)

Par value of acquired loans at acquisition

$

14,583

$

153,637

154

 

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 December 31, 2021, 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 weights applied are subject to evaluation on a quarterly basis as part of the ACL’s governance process. The current baseline forecast continues to show a favorable economic scenario. The 2022 expected GDP growth rate for Puerto Rico is approximately 4%, with the unemployment rate expected to average around 7.4% for the year. In the case of the United States, the baseline scenario expects GDP growth for 2022 of approximately 4.6%, with unemployment rate expected to average around 3.7%. For 2023 both regions expect GDP growth with average unemployment rate levels remaining stable in comparison to 2022.

 

The following tables present the changes in the ACL of loans held-in-portfolio and unfunded commitments for the years ended December 31, 2021 and 2020.

 

For the year ended December 31, 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)

 

(91,695)

 

 

(1,533)

 

 

(57,684)

 

 

2,094

 

 

19,800

 

 

(129,018)

 

Initial allowance for credit losses - PCD Loans

 

-

 

 

-

 

 

3,142

 

 

-

 

 

-

 

 

3,142

 

Charge-offs

 

(17,180)

 

 

(6,620)

 

 

(17,656)

 

 

(4,637)

 

 

(78,047)

 

 

(124,140)

 

Recoveries

 

35,480

 

 

4,923

 

 

14,927

 

 

3,258

 

 

45,840

 

 

104,428

Ending balance - loans

$

151,928

 

$

1,641

 

$

138,286

 

$

17,578

 

$

284,729

 

$

594,162

Allowance for credit losses - unfunded commitments:

Beginning balance

$

4,913

 

$

4,610

 

$

-

 

$

-

 

$

-

 

$

9,523

 

Provision for credit losses (benefit)

 

(3,162)

 

 

(2,222)

 

 

-

 

 

-

 

 

-

 

 

(5,384)

Ending balance - unfunded commitments [1]

$

1,751

 

$

2,388

 

$

-

 

$

-

 

$

-

 

$

4,139

[1]

Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

155

 

For the year ended December 31, 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)

 

(45,427)

 

 

(4,764)

 

 

(3,949)

 

 

(187)

 

 

(54,327)

 

Charge-offs

 

(1,177)

 

 

(523)

 

 

(605)

 

 

(8,732)

 

 

(11,037)

 

Recoveries

 

2,424

 

 

643

 

 

587

 

 

6,414

 

 

10,068

Ending balance - loans

$

63,877

 

$

4,722

 

$

16,192

 

$

16,413

 

$

101,204

Allowance for credit losses - unfunded commitments:

Beginning balance

$

1,753

 

$

4,469

 

$

-

 

$

106

 

$

6,328

 

Provision for credit losses (benefit)

 

(369)

 

 

(2,132)

 

 

-

 

 

(69)

 

 

(2,570)

Ending balance - unfunded commitments [1]

$

1,384

 

$

2,337

 

$

-

 

$

37

 

$

3,758

[1]

Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

 

For the year ended December 31, 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)

 

(137,122)

 

 

(6,297)

 

 

(61,633)

 

 

2,094

 

 

19,613

 

 

(183,345)

 

Initial allowance for credit losses - PCD Loans

 

-

 

 

-

 

 

3,142

 

 

-

 

 

-

 

 

3,142

 

Charge-offs

 

(18,357)

 

 

(7,143)

 

 

(18,261)

 

 

(4,637)

 

 

(86,779)

 

 

(135,177)

 

Recoveries

 

37,904

 

 

5,566

 

 

15,514

 

 

3,258

 

 

52,254

 

 

114,496

Ending balance - loans

$

215,805

 

$

6,363

 

$

154,478

 

$

17,578

 

$

301,142

 

$

695,366

Allowance for credit losses - unfunded commitments:

Beginning balance

$

6,666

 

$

9,079

 

$

-

 

$

-

 

$

106

 

$

15,851

 

Provision for credit losses (benefit)

 

(3,531)

 

 

(4,354)

 

 

-

 

 

-

 

 

(69)

 

 

(7,954)

Ending balance - unfunded commitments [1]

$

3,135

 

$

4,725

 

$

-

 

$

-

 

$

37

 

$

7,897

[1]

Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

156

 

For the year ended December 31, 2020

Puerto Rico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Commercial

 

Construction

 

Mortgage

 

Leasing

 

Consumer

 

Total

Allowance for credit losses - loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

131,063

 

$

574

 

$

116,281

 

$

10,768

 

$

173,965

 

$

432,651

 

Impact of adopting CECL

 

62,393

 

 

115

 

 

86,081

 

 

(713)

 

 

122,492

 

 

270,368

 

Provision for credit losses

 

48,756

 

 

3,228

 

 

5,318

 

 

14,172

 

 

134,391

 

 

205,865

 

Initial allowance for credit losses - PCD Loans

 

-

 

 

-

 

 

7,512

 

 

-

 

 

-

 

 

7,512

 

Charge-offs

 

(27,731)

 

 

-

 

 

(30,080)

 

 

(10,447)

 

 

(170,023)

 

 

(238,281)

 

Recoveries

 

10,842

 

 

954

 

 

10,445

 

 

3,083

 

 

36,311

 

 

61,635

Ending balance - loans

$

225,323

 

$

4,871

 

$

195,557

 

$

16,863

 

$

297,136

 

$

739,750

Allowance for credit losses - unfunded commitments:

Beginning balance

$

678

 

$

294

 

$

-

 

$

-

 

$

7,467

 

$

8,439

 

Impact of adopting CECL

 

1,158

 

 

(185)

 

 

-

 

 

-

 

 

(7,467)

 

 

(6,494)

 

Provision for credit losses

 

3,077

 

 

4,501

 

 

-

 

 

-

 

 

-

 

 

7,578

Ending balance - unfunded commitments [1]

$

4,913

 

$

4,610

 

$

-

 

$

-

 

$

-

 

$

9,523

[1]

Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

 

For the year ended December 31, 2020

Popular U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Commercial

 

Construction

 

Mortgage

 

Consumer

 

Total

Allowance for credit losses - loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

16,557

 

$

4,266

 

$

4,827

 

$

19,407

 

$

45,057

 

Impact of adopting CECL

 

29,537

 

 

(3,038)

 

 

10,431

 

 

7,809

 

 

44,739

 

Provision for credit losses

 

59,748

 

 

8,427

 

 

4,891

 

 

3,405

 

 

76,471

 

Charge-offs

 

(2,078)

 

 

(1,509)

 

 

(59)

 

 

(17,404)

 

 

(21,050)

 

Recoveries

 

4,293

 

 

1,220

 

 

69

 

 

5,701

 

 

11,283

Ending balance - loans

$

108,057

 

$

9,366

 

$

20,159

 

$

18,918

 

$

156,500

Allowance for credit losses - unfunded commitments:

Beginning balance

$

152

 

$

125

 

$

-

 

$

1

 

$

278

 

Impact of adopting CECL

 

453

 

 

582

 

 

-

 

 

(1)

 

 

1,034

 

Provision for credit losses

 

1,148

 

 

3,762

 

 

-

 

 

106

 

 

5,016

Ending balance - unfunded commitments [1]

$

1,753

 

$

4,469

 

$

-

 

$

106

 

$

6,328

[1]

Allowance for credit losses of unfunded commitments is presented as part of Other Liabilities in the Consolidated Statements of Financial Condition.

157

 

For the year ended December 31, 2020

Popular, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

Commercial

Construction

Mortgage

Leasing

Consumer

Total

Allowance for credit losses - loans:

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance

$

147,620

$

4,840

$

121,108

$

10,768

$

193,372

$

477,708

 

Impact of adopting CECL

 

91,930

 

(2,923)

 

96,512

 

(713)

 

130,301

 

315,107

 

Provision for credit losses

 

108,504

 

11,655

 

10,209

 

14,172

 

137,796

 

282,336

 

Initial allowance for credit losses - PCD Loans

 

-

 

-

 

7,512

 

-

 

-

 

7,512

 

Charge-offs

 

(29,809)

 

(1,509)

 

(30,139)

 

(10,447)

 

(187,427)

 

(259,331)

 

Recoveries

 

15,135

 

2,174

 

10,514

 

3,083

 

42,012

 

72,918

Ending balance - loans

$

333,380

$

14,237

$

215,716

$

16,863

$

316,054

$

896,250

Allowance for credit losses - unfunded commitments:

Beginning balance

$

830

$

419

$

-

$

-

$

7,468

$

8,717

 

Impact of adopting CECL

 

1,611

 

397

 

-

 

-

 

(7,468)

 

(5,460)

 

Provision for credit losses

 

4,225

 

8,263

 

-

 

-

 

106

 

12,594

Ending balance - unfunded commitments [1]

$

6,666

$

9,079

$

-

$

-

$

106

$

15,851

[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 troubled debt restructurings (“TDRs”), refer to the Summary of Significant Accounting Policies included in Note 2 to these Consolidated Financial Statements.

The outstanding balance of loans classified as TDRs amounted to $1.7 billion at December 31, 2021 (December 31, 2020 - $1.7 billion). The amount of outstanding commitments to lend additional funds to debtors owing receivables whose terms have been modified in TDRs amounted to $9 million related to the commercial loan portfolio at December 31, 2021 (December 31, 2020 - $14 million).

The following table presents the outstanding balance of loans classified as TDRs according to their accruing status and the related allowance at December 31, 2021 and 2020.

 

 

December 31, 2021

 

 

December 31, 2020

(In thousands)

 

Accruing

 

Non-Accruing

 

Total

 

Related Allowance

 

 

 

Accruing

 

Non-Accruing

 

Total

 

Related Allowance

Loans held-in-portfolio:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

$

261,344

$

64,744

$

326,088

$

24,736

 

 

$

259,246

$

103,551

$

362,797

$

15,236

Construction

 

-

 

-

 

-

 

-

 

 

 

-

 

21,497

 

21,497

 

4,397

Mortgage[1]

 

1,143,204

 

112,509

 

1,255,713

 

61,888

 

 

 

1,060,193

 

135,772

 

1,195,965

 

71,018

Leasing

 

325

 

47

 

372

 

42

 

 

 

392

 

218

 

610

 

150

Consumer

 

64,093

 

10,556

 

74,649

 

16,124

 

 

 

74,707

 

12,792

 

87,499

 

22,508

Loans held-in-portfolio

$

1,468,966

$

187,856

$

1,656,822

$

102,790

 

 

$

1,394,538

$

273,830

$

1,668,368

$

113,309

[1] At December 31, 2021, accruing mortgage loan TDRs include $716 million guaranteed by U.S. sponsored entities at BPPR, compared to $655 million at December 31, 2020.

 

The following tables present the loan count by type of modification for those loans modified in a TDR during the years ended December 31, 2021 and 2020. Loans modified as TDRs for the U.S. operations are considered insignificant to the Corporation.

158

 

For the year ended December 31, 2021

 

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

-

 

11

 

1

 

-

Commercial real estate owner occupied

4

 

23

 

4

 

12

Commercial and industrial

5

 

13

 

-

 

21

Mortgage

39

 

140

 

1,590

 

5

Leasing

-

 

-

 

2

 

-

Consumer:

 

 

 

 

 

 

 

Credit cards

134

 

-

 

1

 

43

HELOCs

-

 

1

 

1

 

-

Personal

183

 

117

 

1

 

2

Auto

-

 

7

 

3

 

-

Other

7

 

-

 

-

 

1

Total

372

 

313

 

1,604

 

84

 

For the year ended December 31, 2020

 

Reduction in interest rate

 

Extension of maturity date

 

Combination of reduction in interest rate and extension of maturity date

 

Other

Commercial multi-family

-

 

2

 

-

 

-

Commercial real estate non-owner occupied

2

 

10

 

-

 

1

Commercial real estate owner occupied

-

 

37

 

-

 

-

Commercial and industrial

3

 

50

 

-

 

-

Construction

-

 

1

 

-

 

-

Mortgage

3

 

68

 

331

 

411

Leasing

-

 

-

 

5

 

17

Consumer:

 

 

 

 

 

 

 

Credit cards

659

 

-

 

-

 

93

HELOCs

-

 

2

 

1

 

-

Personal

355

 

5

 

1

 

1

Auto

-

 

2

 

2

 

38

Other

3

 

-

 

-

 

-

Total

1,025

 

177

 

340

 

561

159

 

The following tables present, by class, quantitative information related to loans modified as TDRs during the years ended December 31, 2021 and 2020.

 

 

Popular, Inc.

For the year ended December 31, 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

12

 

3,612

 

3,604

 

177

Commercial real estate owner occupied

43

 

95,354

 

90,096

 

1,577

Commercial and industrial

39

 

6,573

 

5,719

 

745

Mortgage

1,774

 

213,661

 

214,367

 

6,632

Leasing

2

 

40

 

38

 

5

Consumer:

 

 

 

 

 

 

 

Credit cards

178

 

2,223

 

2,136

 

42

HELOCs

2

 

176

 

228

 

54

Personal

303

 

4,222

 

4,217

 

899

Auto

10

 

199

 

206

 

65

Other

8

 

305

 

303

 

124

Total

2,373

$

326,611

$

321,125

$

10,346

 

Popular, Inc.

For the year ended December 31, 2020

(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

$

1,133

$

1,115

$

(18)

Commercial real estate non-owner occupied

13

 

25,217

 

22,065

 

(969)

Commercial real estate owner occupied

37

 

10,955

 

10,914

 

137

Commercial and industrial

53

 

3,140

 

3,178

 

34

Construction

1

 

21,514

 

21,514

 

4,370

Mortgage

813

 

102,559

 

85,394

 

6,875

Leasing

22

 

720

 

732

 

65

Consumer:

 

 

 

 

 

 

 

Credit cards

752

 

7,048

 

7,097

 

286

HELOCs

3

 

510

 

396

 

33

Personal

362

 

6,194

 

6,188

 

1,043

Auto

42

 

836

 

838

 

131

Other

3

 

25

 

25

 

6

Total

2,103

$

179,851

$

159,456

$

11,993

160

 

During the year ended December 31, 2021, five loans with an aggregate unpaid principal balance of $ 10.2 million were restructured into multiple notes (“Note A / B split”), compared to ten loans with an aggregate unpaid principal balance of $35.1 million during the year ended December 31, 2020, of which a discounted payoff for one loan with an aggregate unpaid principal balance of $1.7 million was completed after the restructuring. The Corporation recorded $0.3 million in charge-offs as part of Note A / B splits during 2020. The recorded investment on these commercial TDRs amounted to approximately $10.2 million at December 31, 2021, compared to $32.9 million at December 31, 2020. 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.

 

Defaulted during the year ended December 31, 2021

(Dollars in thousands)

Loan count

Recorded investment as of first default date

Commercial real estate non-owner occupied

4

$

8,421

Commercial real estate owner occupied

4

 

4,500

Commercial and industrial

5

 

317

Mortgage

104

 

10,543

Consumer:

 

 

 

Credit cards

81

 

979

Personal

27

 

723

Total

225

$

25,483

 

Defaulted during the year ended December 31, 2020

(Dollars in thousands)

Loan count

Recorded investment as of first default date

Commercial real estate non-owner occupied

1

$

1,700

Commercial real estate owner occupied

6

 

933

Commercial and industrial

4

 

141

Construction

1

 

21,497

Mortgage

249

 

26,925

Consumer:

 

 

 

Credit cards

317

 

2,560

Personal

99

 

1,660

Other

2

 

1

Total

679

$

55,417

161

 

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 allowance for credit losses may be increased or partial charge-offs may be taken to further write-down the carrying value of the loan.

Credit Quality

The Corporation has defined a risk rating system to assign a rating to all credit exposures, particularly for the commercial and construction loan portfolios. Risk ratings in the aggregate provide the Corporation’s management the asset quality profile for the loan portfolio. 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 Corporation’s obligor risk rating scales range from rating 1 (Excellent) to rating 14 (Loss). The obligor risk rating reflects the risk of payment default of a borrower in the ordinary course of business.

Pass Credit Classifications:

Pass (Scales 1 through 8) – Loans classified as pass have a well defined primary source of repayment, with no apparent risk, strong financial position, minimal operating risk, profitability, liquidity and strong capitalization.

Watch (Scale 9) – Loans classified as watch have acceptable business credit, but borrower’s operations, cash flow or financial condition evidence more than average risk, requires above average levels of supervision and attention from Loan Officers.

Special Mention (Scale 10) - Loans classified as special mention have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Corporation’s credit position at some future date.

Adversely Classified Classifications:

Substandard (Scales 11 and 12) - Loans classified as substandard are deemed to be inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans classified as such have well-defined weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful (Scale 13) - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the additional characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loss (Scale 14) - Uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be effected in the future.

Risk ratings scales 10 through 14 conform to regulatory ratings. The assignment of the obligor risk rating is based on relevant information about the ability of borrowers to service their debts such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.

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 December 31, 2021 and 2020 by vintage year.

162

 

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

163

 

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

164

 

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

165

 

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

166

 

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

167

 

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

168

 

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

169

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Puerto Rico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

 

 

 

Watch

$

-

$

-

$

-

$

-

$

-

$

460

$

-

$

-

$

460

 

 

 

Special mention

 

-

 

-

 

-

 

-

 

-

 

4,160

 

-

 

-

 

4,160

 

 

 

Substandard

 

-

 

-

 

-

 

-

 

-

 

400

 

100

 

-

 

500

 

 

 

Pass

 

5,216

 

36,433

 

26,051

 

2,106

 

2,563

 

74,791

 

-

 

-

 

147,160

 

 

Total commercial multi-family

$

5,216

$

36,433

$

26,051

$

2,106

$

2,563

$

79,811

$

100

$

-

$

152,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate non-owner occupied

 

 

 

Watch

$

160,960

$

73,561

$

27,592

$

40,654

$

33,277

$

197,912

$

2,100

$

-

$

536,056

 

 

 

Special Mention

 

-

 

26,331

 

124,560

 

29,711

 

19,895

 

62,839

 

836

 

-

 

264,172

 

 

 

Substandard

 

43,399

 

74,303

 

26,799

 

4,932

 

29,974

 

130,218

 

95

 

-

 

309,720

 

 

 

Pass

 

88,324

 

53,385

 

39,814

 

60,585

 

124,643

 

527,282

 

3,352

 

-

 

897,385

 

 

Total commercial real estate non-owner occupied

$

292,683

$

227,580

$

218,765

$

135,882

$

207,789

$

918,251

$

6,383

$

-

$

2,007,333

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

 

 

Watch

$

96,046

$

10,319

$

14,412

$

9,760

$

9,584

$

146,445

$

2,627

$

-

$

289,193

 

 

 

Special Mention

 

850

 

6,638

 

249

 

6,571

 

282

 

172,078

 

-

 

-

 

186,668

 

 

 

Substandard

 

1,774

 

2,181

 

37,686

 

1,878

 

27,094

 

145,193

 

-

 

-

 

215,806

 

 

 

Doubtful

 

-

 

-

 

-

 

-

 

-

 

1,714

 

-

 

-

 

1,714

 

 

 

Pass

 

204,840

 

54,274

 

31,917

 

57,854

 

128,392

 

417,376

 

10,861

 

-

 

905,514

 

 

Total commercial real estate owner occupied

$

303,510

$

73,412

$

84,264

$

76,063

$

165,352

$

882,806

$

13,488

$

-

$

1,598,895

 

 

Commercial and industrial

 

 

 

Watch

$

131,556

$

77,821

$

182,776

$

40,318

$

63,968

$

267,856

$

243,335

$

-

$

1,007,630

 

 

 

Special Mention

 

28,310

 

10,297

 

19,220

 

45,861

 

910

 

28,507

 

86,263

 

-

 

219,368

 

 

 

Substandard

 

32,941

 

2,180

 

26,921

 

26,769

 

1,824

 

55,220

 

49,036

 

-

 

194,891

 

 

 

Doubtful

 

-

 

67

 

-

 

1

 

-

 

54

 

1

 

-

 

123

 

 

 

Loss

 

-

 

-

 

-

 

-

 

-

 

-

 

13

 

-

 

13

 

 

 

Pass

 

1,181,399

 

492,778

 

119,709

 

168,174

 

105,442

 

218,716

 

520,865

 

-

 

2,807,083

 

 

Total commercial and industrial

$

1,374,206

$

583,143

$

348,626

$

281,123

$

172,144

$

570,353

$

899,513

$

-

$

4,229,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

Watch

$

-

$

105

$

4,895

$

-

$

-

$

-

$

960

$

-

$

5,960

 

 

 

Substandard

 

-

 

-

 

-

 

21,497

 

-

 

-

 

-

 

-

 

21,497

 

 

 

Pass

 

15,723

 

22,408

 

3,423

 

63,582

 

-

 

-

 

24,513

 

-

 

129,649

 

Total construction

$

15,723

$

22,513

$

8,318

$

85,079

$

-

$

-

$

25,473

$

-

$

157,106

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage

 

 

 

Substandard

$

754

$

903

$

1,172

$

3,129

$

4,374

$

159,359

$

-

$

-

$

169,691

 

 

 

Pass

 

263,473

 

224,390

 

177,537

 

212,650

 

225,824

 

5,496,578

 

-

 

-

 

6,600,452

 

Total mortgage

$

264,227

$

225,293

$

178,709

$

215,779

$

230,198

$

5,655,937

$

-

$

-

$

6,770,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasing

 

 

 

Substandard

$

200

$

822

$

748

$

913

$

617

$

136

$

-

$

-

$

3,436

 

 

 

Pass

 

480,964

 

315,022

 

209,340

 

109,708

 

63,955

 

15,236

 

-

 

-

 

1,194,225

 

Total leasing

$

481,164

$

315,844

$

210,088

$

110,621

$

64,572

$

15,372

$

-

$

-

$

1,197,661

170

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Puerto Rico

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

Credit cards

 

 

 

Substandard

$

-

$

-

$

-

$

-

$

-

$

-

$

12,798

$

-

$

12,798

 

 

 

Pass

 

-

 

-

 

-

 

-

 

-

 

-

 

907,137

 

-

 

907,137

 

Total credit cards

$

-

$

-

$

-

$

-

$

-

$

-

$

919,935

$

-

$

919,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOCs

 

 

 

Pass

$

-

$

-

$

-

$

-

$

-

$

540

$

3,639

$

-

$

4,179

 

Total HELOCs

$

-

$

-

$

-

$

-

$

-

$

540

$

3,639

$

-

$

4,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

 

 

Substandard

$

1,288

$

4,782

$

1,741

$

1,022

$

971

$

18,647

$

152

$

1,545

$

30,148

 

 

 

Pass

 

323,170

 

413,973

 

168,142

 

99,768

 

57,319

 

137,693

 

2,144

 

45,390

 

1,247,599

 

Total Personal

$

324,458

$

418,755

$

169,883

$

100,790

$

58,290

$

156,340

$

2,296

$

46,935

$

1,277,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

 

 

Substandard

$

1,975

$

6,029

$

3,612

$

1,760

$

1,369

$

990

$

-

$

-

$

15,735

 

 

 

Pass

 

1,064,082

 

881,343

 

628,657

 

299,677

 

168,157

 

74,577

 

-

 

-

 

3,116,493

 

Total Auto

$

1,066,057

$

887,372

$

632,269

$

301,437

$

169,526

$

75,567

$

-

$

-

$

3,132,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other consumer

 

 

 

Substandard

$

-

$

16

$

1,376

$

240

$

174

$

13,075

$

-

$

-

$

14,881

 

 

 

Pass

 

16,912

 

15,698

 

13,158

 

4,966

 

2,828

 

3,785

 

54,437

 

-

 

111,784

 

Total Other consumer

$

16,912

$

15,714

$

14,534

$

5,206

$

3,002

$

16,860

$

54,437

$

-

$

126,665

Total Puerto Rico

$

4,144,156

$

2,806,059

$

1,891,507

$

1,314,086

$

1,073,436

$

8,371,837

$

1,925,264

$

46,935

$

21,573,280

171

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Popular U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

 

 

 

Watch

$

1,643

$

16,787

$

39,980

$

39,713

$

52,989

$

61,369

$

-

$

-

$

212,481

 

 

 

Special mention

 

3,122

 

30,708

 

4,380

 

19,593

 

37,745

 

20,463

 

-

 

-

 

116,011

 

 

 

Substandard

 

-

 

17,376

 

21,771

 

1,755

 

20,085

 

6,247

 

-

 

-

 

67,234

 

 

 

Pass

 

326,008

 

289,652

 

163,812

 

100,555

 

132,400

 

332,709

 

2,849

 

-

 

1,347,985

 

 

Total commercial multi-family

$

330,773

$

354,523

$

229,943

$

161,616

$

243,219

$

420,788

$

2,849

$

-

$

1,743,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate non-owner occupied

 

 

 

Watch

$

10,057

$

23,877

$

76,629

$

56,112

$

49,166

$

62,766

$

1,055

$

-

$

279,662

 

 

 

Special Mention

 

-

 

4,760

 

15,304

 

14,623

 

70,224

 

20,028

 

350

 

-

 

125,289

 

 

 

Substandard

 

771

 

18,642

 

36,495

 

11,007

 

40,528

 

28,984

 

-

 

-

 

136,427

 

 

 

Pass

 

397,686

 

231,904

 

224,256

 

236,008

 

142,432

 

214,495

 

5,651

 

-

 

1,452,432

 

 

Total commercial real estate non-owner occupied

$

408,514

$

279,183

$

352,684

$

317,750

$

302,350

$

326,273

$

7,056

$

-

$

1,993,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

 

 

Watch

$

393

$

8,266

$

7,941

$

4,060

$

16,689

$

16,108

$

4,222

$

-

$

57,679

 

 

 

Special Mention

 

-

 

-

 

192

 

-

 

-

 

1,467

 

-

 

-

 

1,659

 

 

 

Substandard

 

-

 

1,152

 

2,361

 

-

 

1,348

 

20,305

 

-

 

-

 

25,166

 

 

 

Pass

 

48,684

 

47,484

 

47,451

 

28,761

 

18,296

 

68,739

 

461

 

-

 

259,876

 

 

Total commercial real estate owner occupied

$

49,077

$

56,902

$

57,945

$

32,821

$

36,333

$

106,619

$

4,683

$

-

$

344,380

 

 

Commercial and industrial

 

 

 

Watch

$

16,126

$

1,973

$

30

$

3,621

$

1,196

$

8,488

$

3,972

$

-

$

35,406

 

 

 

Special Mention

 

14,056

 

-

 

-

 

1,634

 

4,807

 

4,756

 

1,637

 

-

 

26,890

 

 

 

Substandard

 

2,029

 

6,568

 

-

 

-

 

-

 

5,980

 

2,394

 

-

 

16,971

 

 

 

Pass

 

410,349

 

196,958

 

198,249

 

132,993

 

123,762

 

300,846

 

102,369

 

-

 

1,465,526

 

 

Total commercial and industrial

$

442,560

$

205,499

$

198,279

$

138,248

$

129,765

$

320,070

$

110,372

$

-

$

1,544,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

Watch

$

8,451

$

-

$

-

$

37,015

$

-

$

2,065

$

-

$

-

$

47,531

 

 

 

Special Mention

 

-

 

-

 

-

 

3,089

 

-

 

30,083

 

-

 

-

 

33,172

 

 

 

Substandard

 

-

 

-

 

20,655

 

9,372

 

7,560

 

-

 

-

 

-

 

37,587

 

 

 

Pass

 

79,489

 

288,865

 

168,411

 

99,814

 

8,392

 

5,841

 

-

 

-

 

650,812

 

Total construction

$

87,940

$

288,865

$

189,066

$

149,290

$

15,952

$

37,989

$

-

$

-

$

769,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage

 

 

 

Substandard

$

29

$

-

$

1,221

$

-

$

328

$

13,287

$

-

$

-

$

14,865

 

 

 

Pass

 

356,839

 

275,289

 

103,160

 

9,337

 

9,530

 

351,517

 

-

 

-

 

1,105,672

 

Total mortgage

$

356,868

$

275,289

$

104,381

$

9,337

$

9,858

$

364,804

$

-

$

-

$

1,120,537

172

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Popular U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

Credit cards

 

 

 

Pass

$

-

$

-

$

-

$

-

$

-

$

-

$

31

$

-

$

31

 

Total credit cards

$

-

$

-

$

-

$

-

$

-

$

-

$

31

$

-

$

31

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOCs

 

 

 

Substandard

$

-

$

-

$

-

$

-

$

-

$

112

$

-

$

357

$

469

 

 

 

Loss

 

-

 

-

 

-

 

-

 

-

 

156

 

-

 

6,867

 

7,023

 

 

 

Pass

 

-

 

-

 

-

 

-

 

-

 

11,907

 

39,366

 

35,806

 

87,079

 

Total HELOCs

$

-

$

-

$

-

$

-

$

-

$

12,175

$

39,366

$

43,030

$

94,571

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

 

 

Substandard

$

83

$

784

$

165

$

74

$

18

$

6

$

-

$

-

$

1,130

 

 

 

Loss

 

-

 

17

 

63

 

12

 

6

 

244

 

2

 

-

 

344

 

 

 

Pass

 

40,539

 

109,606

 

27,693

 

9,623

 

1,855

 

8,256

 

192

 

-

 

197,764

 

Total Personal

$

40,622

$

110,407

$

27,921

$

9,709

$

1,879

$

8,506

$

194

$

-

$

199,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other consumer

 

 

 

Substandard

$

-

$

-

$

-

$

-

$

-

$

-

$

20

$

-

$

20

 

 

 

Pass

 

-

 

-

 

-

 

-

 

-

 

-

 

1,723

 

-

 

1,723

 

Total Other consumer

$

-

$

-

$

-

$

-

$

-

$

-

$

1,743

$

-

$

1,743

Total Popular U.S.

$

1,716,354

$

1,570,668

$

1,160,219

$

818,771

$

739,356

$

1,597,224

$

166,294

$

43,030

$

7,811,916

173

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Popular, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial multi-family

 

 

 

Watch

$

1,643

$

16,787

$

39,980

$

39,713

$

52,989

$

61,829

$

-

$

-

$

212,941

 

 

 

Special mention

 

3,122

 

30,708

 

4,380

 

19,593

 

37,745

 

24,623

 

-

 

-

 

120,171

 

 

 

Substandard

 

-

 

17,376

 

21,771

 

1,755

 

20,085

 

6,647

 

100

 

-

 

67,734

 

 

 

Pass

 

331,224

 

326,085

 

189,863

 

102,661

 

134,963

 

407,500

 

2,849

 

-

 

1,495,145

 

 

Total commercial multi-family

$

335,989

$

390,956

$

255,994

$

163,722

$

245,782

$

500,599

$

2,949

$

-

$

1,895,991

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate non-owner occupied

 

 

 

Watch

$

171,017

$

97,438

$

104,221

$

96,766

$

82,443

$

260,678

$

3,155

$

-

$

815,718

 

 

 

Special Mention

 

-

 

31,091

 

139,864

 

44,334

 

90,119

 

82,867

 

1,186

 

-

 

389,461

 

 

 

Substandard

 

44,170

 

92,945

 

63,294

 

15,939

 

70,502

 

159,202

 

95

 

-

 

446,147

 

 

 

Pass

 

486,010

 

285,289

 

264,070

 

296,593

 

267,075

 

741,777

 

9,003

 

-

 

2,349,817

 

 

Total commercial real estate non-owner occupied

$

701,197

$

506,763

$

571,449

$

453,632

$

510,139

$

1,244,524

$

13,439

$

-

$

4,001,143

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

 

 

Watch

$

96,439

$

18,585

$

22,353

$

13,820

$

26,273

$

162,553

$

6,849

$

-

$

346,872

 

 

 

Special Mention

 

850

 

6,638

 

441

 

6,571

 

282

 

173,545

 

-

 

-

 

188,327

 

 

 

Substandard

 

1,774

 

3,333

 

40,047

 

1,878

 

28,442

 

165,498

 

-

 

-

 

240,972

 

 

 

Doubtful

 

-

 

-

 

-

 

-

 

-

 

1,714

 

-

 

-

 

1,714

 

 

 

Pass

 

253,524

 

101,758

 

79,368

 

86,615

 

146,688

 

486,115

 

11,322

 

-

 

1,165,390

 

 

Total commercial real estate owner occupied

$

352,587

$

130,314

$

142,209

$

108,884

$

201,685

$

989,425

$

18,171

$

-

$

1,943,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

Watch

$

147,682

$

79,794

$

182,806

$

43,939

$

65,164

$

276,344

$

247,307

$

-

$

1,043,036

 

 

 

Special Mention

 

42,366

 

10,297

 

19,220

 

47,495

 

5,717

 

33,263

 

87,900

 

-

 

246,258

 

 

 

Substandard

 

34,970

 

8,748

 

26,921

 

26,769

 

1,824

 

61,200

 

51,430

 

-

 

211,862

 

 

 

Doubtful

 

-

 

67

 

-

 

1

 

-

 

54

 

1

 

-

 

123

 

 

 

Loss

 

-

 

-

 

-

 

-

 

-

 

-

 

13

 

-

 

13

 

 

 

Pass

 

1,591,748

 

689,736

 

317,958

 

301,167

 

229,204

 

519,562

 

623,234

 

-

 

4,272,609

 

 

Total commercial and industrial

$

1,816,766

$

788,642

$

546,905

$

419,371

$

301,909

$

890,423

$

1,009,885

$

-

$

5,773,901

174

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Popular, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

Watch

$

8,451

$

105

$

4,895

$

37,015

$

-

$

2,065

$

960

$

-

$

53,491

 

 

 

Special Mention

 

-

 

-

 

-

 

3,089

 

-

 

30,083

 

-

 

-

 

33,172

 

 

 

Substandard

 

-

 

-

 

20,655

 

30,869

 

7,560

 

-

 

-

 

-

 

59,084

 

 

 

Pass

 

95,212

 

311,273

 

171,834

 

163,396

 

8,392

 

5,841

 

24,513

 

-

 

780,461

 

Total construction

$

103,663

$

311,378

$

197,384

$

234,369

$

15,952

$

37,989

$

25,473

$

-

$

926,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage

 

 

 

Substandard

$

783

$

903

$

2,393

$

3,129

$

4,702

$

172,646

$

-

$

-

$

184,556

 

 

 

Pass

 

620,312

 

499,679

 

280,697

 

221,987

 

235,354

 

5,848,095

 

-

 

-

 

7,706,124

 

Total mortgage

$

621,095

$

500,582

$

283,090

$

225,116

$

240,056

$

6,020,741

$

-

$

-

$

7,890,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasing

 

 

 

Substandard

$

200

$

822

$

748

$

913

$

617

$

136

$

-

$

-

$

3,436

 

 

 

Pass

 

480,964

 

315,022

 

209,340

 

109,708

 

63,955

 

15,236

 

-

 

-

 

1,194,225

 

Total leasing

$

481,164

$

315,844

$

210,088

$

110,621

$

64,572

$

15,372

$

-

$

-

$

1,197,661

175

 

December 31, 2020

 

 

 

 

Term Loans

 

Revolving Loans Amortized Cost Basis

 

Revolving Loans Converted to Term Loans Amortized Cost Basis

 

 

 

 

 

 

Amortized Cost Basis by Origination Year

 

 

 

 

(In thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

 

Prior

Years

 

 

 

Total

Popular, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

Credit cards

 

 

 

Substandard

$

-

$

-

$

-

$

-

$

-

$

-

$

12,798

$

-

$

12,798

 

 

 

Pass

 

-

 

-

 

-

 

-

 

-

 

-

 

907,168

 

-

 

907,168

 

Total credit cards

$

-

$

-

$

-

$

-

$

-

$

-

$

919,966

$

-

$

919,966

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HELOCs

 

 

 

Substandard

$

-

$

-

$

-

$

-

$

-

$

112

$

-

$

357

$

469

 

 

 

Loss

 

-

 

-

 

-

 

-

 

-

 

156

 

-

 

6,867

 

7,023

 

 

 

Pass

 

-

 

-

 

-

 

-

 

-

 

12,447

 

43,005

 

35,806

 

91,258

 

Total HELOCs

$

-

$

-

$

-

$

-

$

-

$

12,715

$

43,005

$

43,030

$

98,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personal

 

 

 

Substandard

$

1,371

$

5,566

$

1,906

$

1,096

$

989

$

18,653

$

152

$

1,545

$

31,278

 

 

 

Loss

 

-

 

17

 

63

 

12

 

6

 

244

 

2

 

-

 

344

 

 

 

Pass

 

363,709

 

523,579

 

195,835

 

109,391

 

59,174

 

145,949

 

2,336

 

45,390

 

1,445,363

 

Total Personal

$

365,080

$

529,162

$

197,804

$

110,499

$

60,169

$

164,846

$

2,490

$

46,935

$

1,476,985

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auto

 

 

 

Substandard

$

1,975

$

6,029

$

3,612

$

1,760

$

1,369

$

990

$

-

$

-

$

15,735

 

 

 

Pass

 

1,064,082

 

881,343

 

628,657

 

299,677

 

168,157

 

74,577

 

-

 

-

 

3,116,493

 

Total Auto

$

1,066,057

$

887,372

$

632,269

$

301,437

$

169,526

$

75,567

$

-

$

-

$

3,132,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other consumer

 

 

 

Substandard

$

-

$

16

$

1,376

$

240

$

174

$

13,075

$

20

$

-

$

14,901

 

 

 

Pass

 

16,912

 

15,698

 

13,158

 

4,966

 

2,828

 

3,785

 

56,160

 

-

 

113,507

 

Total Other consumer

$

16,912

$

15,714

$

14,534

$

5,206

$

3,002

$

16,860

$

56,180

$

-

$

128,408

Total Popular Inc.

$

5,860,510

$

4,376,727

$

3,051,726

$

2,132,857

$

1,812,792

$

9,969,061

$

2,091,558

$

89,965

$

29,385,196

176

 

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:

 

 

Years ended December 31,

(In thousands)

 

2021

 

2020

 

2019

Mortgage servicing fees, net of fair value adjustments:

 

 

 

 

 

 

 

Mortgage servicing fees

$

38,105

$

43,234

$

46,952

 

Mortgage servicing rights fair value adjustments

 

(10,206)

 

(42,055)

 

(27,430)

Total mortgage servicing fees, net of fair value adjustments

 

27,899

 

1,179

 

19,522

Net gain on sale of loans, including valuation on loans held for sale

 

21,684

 

31,215

 

18,817

Trading account profit (loss):

 

 

 

 

 

 

 

Realized gains (losses) on closed derivative positions

 

1,323

 

(10,586)

 

(6,246)

Total trading account profit (loss)

 

1,323

 

(10,586)

 

(6,246)

Losses on repurchased loans, including interest advances [1]

 

(773)

 

(11,407)

 

-

Total mortgage banking activities

$

50,133

$

10,401

$

32,093

[1]

The Corporation, from time to time, repurchases delinquent loans from its GNMA servicing portfolio, in compliance with Guarantor guidelines, and may incur in losses related to previously advanced interest on delinquent loans. During the quarter ended September 30, 2020 the Corporation repurchased $687.9 million of GNMA loans and recorded a loss of $10.5 million for previously advanced interest on delinquent loans. Effective for the quarter ended September 30, 2020, the Corporation has determined to present these losses as part of its Mortgage Banking Activities, which were previously presented within the indemnity reserves on loans sold component of non-interest income. The amount of these losses for prior years were considered immaterial for reclassification.

177

 

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 23 to the Consolidated Financial Statements for a description of such arrangements.

No liabilities were incurred as a result of these securitizations during the years ended December 31, 2021 and 2020 because they did not contain any credit recourse arrangements. The Corporation recorded a net gain of $18.4 million and $27.3 million, respectively, during the years ended December 31, 2021 and 2020 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 years ended December 31, 2021 and 2020:

 

 

 

Proceeds Obtained During the Year Ended December 31, 2021

(In thousands)

Level 1

Level 2

Level 3

Initial fair value

Assets

 

 

 

 

 

 

 

 

Trading account debt securities:

 

 

 

 

 

 

 

 

Mortgage-backed securities - GNMA

$

-

$

380,228

$

-

$

380,228

Mortgage-backed securities - FNMA

 

-

 

329,617

 

-

 

329,617

Mortgage-backed securities - FHLMC

 

-

 

22,688

 

-

 

22,688

Total trading account debt securities

$

-

$

732,533

$

-

$

732,533

Mortgage servicing rights

$

-

$

-

$

11,314

$

11,314

Total

$

-

$

732,533

$

11,314

$

743,847

 

 

 

Proceeds Obtained During the Year Ended December 31, 2020

(In thousands)

Level 1

Level 2

Level 3

Initial fair value

Assets

 

 

 

 

 

 

 

 

Trading account debt securities:

 

 

 

 

 

 

 

 

Mortgage-backed securities - GNMA

$

-

$

332,207

$

-

$

332,207

Mortgage-backed securities - FNMA

 

-

 

175,864

 

-

 

175,864

Total trading account debt securities

$

-

$

508,071

$

-

$

508,071

Mortgage servicing rights

$

-

$

-

$

7,236

$

7,236

Total

$

-

$

508,071

$

7,236

$

515,307

 

 

During the year ended December 31, 2021, the Corporation retained servicing rights on whole loan sales involving approximately $144 million in principal balance outstanding (2020 - $147 million), with net realized gains of approximately $3.2 million (2020 - $3.9 million). All loan sales performed during the years ended December 31, 2021 and 2020 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 years ended December 31, 2021 and 2020.

178

 

Residential MSRs

(In thousands)

December 31, 2021

December 31, 2020

Fair value at beginning of period

$

118,395

$

150,906

Additions

 

13,391

 

9,544

Changes due to payments on loans [1]

 

(15,383)

 

(11,692)

Reduction due to loan repurchases

 

(1,233)

 

(11,060)

Changes in fair value due to changes in valuation model inputs or assumptions

 

6,410

 

(19,327)

Other

 

(10)

 

24

Fair value at end of period [2]

$

121,570

$

118,395

[1] Represents changes due to collection / realization of expected cash flows over time.

[2] At December 31, 2021, PB had MSRs amounting to $1.6 million (December 31, 2020 - $0.7 million).

 

Residential mortgage loans serviced for others were $12.1 billion at December 31, 2021 (2020 - $12.9 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 December 31, 2021, those weighted average mortgage servicing fees were 0.30% (2020 – 0.31%). Under these servicing agreements, the banking subsidiaries do not generally earn significant prepayment penalty fees on the underlying loans serviced.

The section below includes 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 years ended December 31, 2021 and 2020 were as follows:

 

Years ended

 

December 31, 2021

 

December 31, 2020

 

BPPR

PB

 

BPPR

PB

Prepayment speed

6.8

%

19.0

%

 

7.6

%

21.9

%

Weighted average life (in years)

8.3

 

20.9

 

 

8.7

 

3.6

 

Discount rate (annual rate)

10.5

%

10.7

%

 

10.9

%

10.5

%

 

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

 

 

December 31,

December 31,

December 31,

December 31,

(In thousands)

2021

2020

2021

2020

Fair value of servicing rights

$

40,058

 

$

44,129

 

$

81,512

 

$

74,266

 

Weighted average life (in years)

 

7.1

 

 

6.2

 

 

7.5

 

 

5.9

 

Weighted average prepayment speed (annual rate)

 

7.7

%

 

6.6

%

 

7.6

%

 

7.1

%

 

Impact on fair value of 10% adverse change

$

(1,500)

 

$

(1,115)

 

$

(1,486)

 

$

(2,206)

 

 

Impact on fair value of 20% adverse change

$

(2,359)

 

$

(2,194)

 

$

(3,495)

 

$

(4,312)

 

Weighted average discount rate (annual rate)

 

11.2

%

 

11.3

%

 

11.0

%

 

11.1

%

 

Impact on fair value of 10% adverse change

$

(2,079)

 

$

(1,640)

 

$

(2,731)

 

$

(2,740)

 

 

Impact on fair value of 20% adverse change

$

(3,452)

 

$

(3,175)

 

$

(5,832)

 

$

(5,301)

 

179

 

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 December 31, 2021, the Corporation serviced $0.7 billion (2020 - $0.9 billion) in residential mortgage loans with credit recourse to the Corporation, from which $26 million was 60 days or more past due (2020 - $52 million). Also refer to Note 23 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 December 31, 2021, the Corporation had recorded $13 million in mortgage loans on its Consolidated Statements of Financial Condition related to this buy-back option program (2020 - $57 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 year ended December 31, 2021, the Corporation repurchased approximately $94 million of mortgage loans from its GNMA servicing portfolio (2020 - $862 million). 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, mostly 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 COVID-19 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.

180

 

Note 12 - Premises and equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization as follows:

 

(In thousands)

Useful life in years

 

2021

 

2020

Premises and equipment:

 

 

 

 

 

 

Land

 

$

94,246

$

109,780

 

Buildings

10-50

 

468,293

 

512,131

 

Equipment

2-10

 

374,192

 

350,014

 

Leasehold improvements

3-10

 

87,406

 

87,289

 

 

 

 

929,891

 

949,434

 

Less - Accumulated depreciation and amortization

 

 

559,234

 

574,835

 

Subtotal

 

 

370,657

 

374,599

 

Construction in progress

 

 

29,337

 

25,862

Premises and equipment, net

 

$

494,240

$

510,241

 

Depreciation and amortization of premises and equipment for the year 2021 was $55.1 million (2020 -$58.4 million; 2019 - $58.1 million), of which $25.2 million (2020 - $27.2 million; 2019 - $27.3 million) was charged to occupancy expense and $29.8 million (2020 - $31.2 million; 2019 - $30.8 million) was charged to equipment, communications and other operating expenses. Occupancy expense of premises and equipment is net of rental income of $13.4 million (2020 - $15.5 million; 2019 - $19.3 million). For information related to the amortization expense of finance leases, refer to Note 33 - Leases.

181

 

Note 13 – Other real estate owned

The following tables present the activity related to Other Real Estate Owned (“OREO”), for the years ended December 31, 2021, 2020 and 2019.

 

 

 

For the year ended December 31, 2021

 

 

OREO

 

OREO

 

 

(In thousands)

 

Commercial/Construction

 

Mortgage

 

Total

Balance at beginning of period

$

13,214

$

69,932

$

83,146

Write-downs in value

 

(1,058)

 

(2,161)

 

(3,219)

Additions

 

9,746

 

55,898

 

65,644

Sales

 

(7,282)

 

(52,666)

 

(59,948)

Other adjustments

 

397

 

(943)

 

(546)

Ending balance

$

15,017

$

70,060

$

85,077

 

 

 

For the year ended December 31, 2020

 

 

OREO

 

OREO

 

 

(In thousands)

 

Commercial/Construction

 

Mortgage

 

Total

Balance at beginning of period

$

16,959

$

105,113

$

122,072

Write-downs in value

 

(1,564)

 

(3,060)

 

(4,624)

Additions

 

2,223

 

17,785

 

20,008

Sales

 

(4,359)

 

(49,797)

 

(54,156)

Other adjustments

 

(45)

 

(109)

 

(154)

Ending balance

$

13,214

$

69,932

$

83,146

 

 

 

For the year ended December 31, 2019

 

 

OREO

 

OREO

 

 

(In thousands)

 

Commercial/ Construction

 

Mortgage

 

Total

Balance at beginning of period

$

21,794

$

114,911

$

136,705

Write-downs in value

 

(1,584)

 

(4,541)

 

(6,125)

Additions

 

6,801

 

62,630

 

69,431

Sales

 

(9,892)

 

(67,137)

 

(77,029)

Other adjustments

 

(160)

 

(750)

 

(910)

Ending balance

$

16,959

$

105,113

$

122,072

182

 

Note 14 − Other assets

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

 

(In thousands)

December 31, 2021

December 31, 2020

Net deferred tax assets (net of valuation allowance)

$

657,597

$

851,592

Investments under the equity method

 

298,988

 

250,467

Prepaid taxes

 

37,924

 

32,615

Other prepaid expenses

 

79,845

 

74,572

Derivative assets

 

26,093

 

20,785

Trades receivable from brokers and counterparties

 

65,460

 

65,429

Principal, interest and escrow servicing advances

 

53,942

 

65,671

Guaranteed mortgage loan claims receivable

 

98,001

 

80,477

Operating ROU assets (Note 33)

 

141,748

 

131,921

Finance ROU assets (Note 33)

 

13,459

 

15,464

Others

 

155,514

 

148,048

Total other assets

$

1,628,571

$

1,737,041

 

The Corporation enters in the ordinary course of business into technology hosting arrangements that are service contracts. These arrangements can include capitalizable implementation costs that are amortized during the term of the hosting arrangement. The Corporation recognizes capitalizable implementation costs related to hosting arrangements that are service contracts within Others in the table above. As of December 31, 2021, the total capitalized implementation costs amounted to $18.4 million with an accumulated amortization of $8.8 million for a net value of $9.6 million, compared to total capitalized implementation costs amounting to $17.4 million with an accumulated amortization of $4.9 million for a net value of $12.5 million as of December 31, 2020. Total amortization expense for all capitalized implementation costs of hosting arrangements that are service contracts for the year ended December 31, 2021 was $3.9 million (December 31, 2020 - $2.2 million).

183

 

Note 15 – Goodwill and other intangible assets

The changes in the carrying amount of goodwill for the year ended December 31, 2021, allocated by reportable segments, were as follows (refer to Note 37 for the definition of the Corporation’s reportable segments):

 

2021

 

 

 

 

 

 

 

Balance at

Goodwill on

Balance at

(In thousands)

January 1, 2021

acquisition

December 31,2021

Banco Popular de Puerto Rico

$

320,248

$

-

$

320,248

Popular U.S.

 

350,874

 

49,171

 

400,045

Total Popular, Inc.

$

671,122

$

49,171

$

720,293

 

The goodwill recognized during the year ended December 31, 2021 in the reportable segment of Popular U.S. of $49 million was related to the K2 Transaction. Refer to Note 4, Business combination, for additional information related to the K2 Transaction, including the goodwill and other intangible assets recognized.

 

There were no changes in the carrying amount of goodwill for the year ended December 31, 2020.

 

At December 31, 2021, the Corporation had $0.7 million of identifiable intangible assets with indefinite useful lives, compared to $6.1 million at December 31, 2020, due to the recognition of an impairment loss of $5.4 million associated with a trademark.

 

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

 

 

 

 

Gross

 

 

 

Net

 

 

 

Carrying

 

Accumulated

 

Carrying

(In thousands)

 

Amount

 

Amortization

 

Value

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

December 31, 2020

 

 

 

 

 

 

 

 

 

 

Core deposits

 

$

12,810

 

$

7,473

 

$

5,337

 

Other customer relationships

 

 

26,397

 

 

15,684

 

 

10,713

 

Trademark

 

 

488

 

 

236

 

 

252

Total other intangible assets

 

$

39,695

 

$

23,393

 

$

16,302

 

During the year ended December 31, 2021, $15.0 million in other customer relationships became fully amortized and thus were removed from the Corporation’s intangibles assets, from which $14.2 million were recognized as part of the purchase of the American Airlines co-branded credit card portfolio during 2011.

 

During the year ended December 31, 2021, the Corporation recognized $ 9.1 million in amortization expense related to other intangible assets with definite useful lives, which includes the previously mentioned $5.4 million impairment loss (2020 - $ 6.4 million; 2019 - $9.4 million).

 

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

184

 

(In thousands)

 

 

Year 2022

$

3,299

Year 2023

 

3,179

Year 2024

 

2,938

Year 2025

 

1,750

Year 2026

 

1,416

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 2021 using July 31, 2021 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

185

 

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 11.34% to15.13 % for the 2021 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.

 

No impairment was recognized by the Corporation from the annual test as of July 31, 2021. The results of the BPPR annual goodwill impairment test as of July 31, 2021 indicated that the average estimated fair value using all valuation methodologies exceeded BPPR’s equity value by approximately $1.5 billion or 50% compared to $282 million or 9%, for the annual goodwill impairment test completed as of July 31, 2020. 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 $412 million or 24%, compared to $215 million or 13%, for the annual goodwill impairment test completed as of July 31, 2020. The goodwill balance of BPPR and PB, as legal entities, represented approximately 91% of the Corporation’s total goodwill balance as of the July 31, 2021 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, 2021 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.

 

The extent to which the COVID-19 pandemic further impacts our business, results of operations and financial condition, as well as the operations of our clients, customers, service providers and suppliers, will depend on future developments, which are highly uncertain and is difficult to predict, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response thereto. A decline in the Corporation’s stock price related to global and/or regional macroeconomic conditions, the continued weakness 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.

 

186

 

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

 

December 31, 2020

 

Balance at

 

 

Balance at

 

December 31,

Accumulated

December 31,

 

2020

impairment

2020

(In thousands)

(gross amounts)

losses

(net amounts)

Banco Popular de Puerto Rico

$

324,049

$

3,801

$

320,248

Popular U.S.

 

515,285

 

164,411

 

350,874

Total Popular, Inc.

$

839,334

$

168,212

$

671,122

187

 

Note 16 – Deposits

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

(In thousands)

December 31, 2021

December 31, 2020

Savings accounts

$

15,871,998

$

14,031,736

NOW, money market and other interest bearing demand deposits

 

28,736,459

 

22,398,057

Total savings, NOW, money market and other interest bearing demand deposits

 

44,608,457

 

36,429,793

Certificates of deposit:

 

 

 

 

 

Under $250,000

 

4,086,059

 

4,524,794

 

$250,000 and over

 

2,626,090

 

2,783,054

Total certificates of deposit

 

6,712,149

 

7,307,848

Total interest bearing deposits

$

51,320,606

$

43,737,641

 

A summary of certificates of deposits by maturity at December 31, 2021 follows:

(In thousands)

 

 

2022

$

4,043,357

2023

 

864,315

2024

 

681,201

2025

 

511,710

2026

 

534,030

2027 and thereafter

 

77,536

Total certificates of deposit

$

6,712,149

 

At December 31, 2021, the Corporation had brokered deposits amounting to $ 0.8 billion (December 31, 2020 - $ 0.8 billion).

 

The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans was $6 million at December 31, 2021 (December 31, 2020 - $3 million)

 

At December 31, 2021, public sector deposits amounted to $20.3 billion. A significant portion of Puerto Rico public sector deposits are expected to be used by Puerto Rico pursuant to the Plan of Adjustment for Puerto Rico confirmed by the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) Title III Court, which is expected to become effective on or about March 15, 2022. However, the receipt by the P.R. Government of additional COVID-19 and hurricane recovery related Federal assistance, and seasonal tax collections, could increase public deposit balances at BPPR in the near term. The rate at which public deposit balances will decline is uncertain and difficult to predict. The amount and timing of any such reduction is likely to be impacted by, for example, the implementation of PROMESA and the speed at which COVID-19 federal assistance is distributed.

188

 

Note 17 – Borrowings

 

Assets sold under agreements to repurchase

Assets sold under agreements to repurchase amounted to $92 million at December 31, 2021 and $121 million December 31, 2020.

 

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

 

 

December 31, 2021

December 31, 2020

 

 

 

 

Repurchase liability

 

 

Repurchase liability

 

 

 

Repurchase

weighted average

 

Repurchase

weighted average

(Dollars in thousands)

 

liability

interest rate

 

liability

interest rate

U.S. Treasury securities

 

 

 

 

 

 

 

 

 

Within 30 days

$

19,538

0.30

%

$

67,157

1.16

%

 

After 30 to 90 days

 

30,295

0.21

 

 

39,318

1.20

 

 

After 90 days

 

29,036

0.29

 

 

9,979

0.33

 

Total U.S. Treasury securities

 

78,869

0.26

 

 

116,454

1.10

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

Within 30 days

 

11,733

0.26

 

 

3,778

0.28

 

 

After 30 to 90 days

 

-

-

 

 

268

1.50

 

 

After 90 days

 

722

0.16

 

 

-

-

 

Total mortgage-backed securities

 

12,455

0.26

 

 

4,046

0.36

 

Collateralized mortgage obligations

 

 

 

 

 

 

 

 

 

Within 30 days

 

279

0.25

 

 

803

0.24

 

Total collateralized mortgage obligations

 

279

0.25

 

 

803

0.24

 

Total

$

91,603

0.26

%

$

121,303

1.07

%

 

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.

189

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

2021

 

 

2020

 

Maximum aggregate balance outstanding at any month-end

$

92,101

 

$

195,498

 

Average monthly aggregate balance outstanding

$

91,394

 

$

143,718

 

Weighted average interest rate:

 

 

 

 

 

 

 

For the year

 

0.35

%

 

1.63

%

 

At December 31

 

0.26

%

 

1.11

%

 

Other short-term borrowings

At December 31, 2021, other short-term borrowings consisted of $75 million in FHLB Advances. There were no other short-term borrowings outstanding at December 31, 2020. The following table presents additional information related to the Corporation’s other short-term borrowings for the years ended December 31, 2021 and December 31, 2020.

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

2021

 

 

2020

 

Maximum aggregate balance outstanding at any month-end

$

75,000

 

$

100,000

 

Average monthly aggregate balance outstanding

$

343

 

$

21,557

 

Weighted average interest rate:

 

 

 

 

 

 

 

For the year

 

0.35

%

 

0.56

%

 

At December 31

 

0.35

%

 

0.73

%

 

Notes Payable

 

The following table presents the composition of notes payable at December 31, 2021 and December 31, 2020.

 

(In thousands)

December 31, 2021

 

December 31, 2020

Advances with the FHLB with maturities ranging from 2022 through 2029 paying interest at monthly fixed rates ranging from 0.39% to 3.18% (2020 - 0.39% to 4.19%)

$

492,429

 

$

542,469

Advances with the FRB maturing on 2022 paying interest at annual fixed rate of 0.35%[1]

 

-

 

 

1,009

Unsecured senior debt securities maturing on 2023 paying interest semiannually at a fixed rate of 6.125%, net of debt issuance costs of $2,158 (2020 - $3,426)

 

297,842

 

 

296,574

Junior subordinated deferrable interest debentures (related to trust preferred securities) maturing on 2034 with fixed interest rates ranging from 6.125% to 6.564% (2020 - 6.125% to 6.70%), net of debt issuance costs of $342 (2020 - $369)

 

198,292

 

 

384,929

Total notes payable

$

988,563

 

$

1,224,981

[1] During the second quarter of 2021, the Paycheck Protection Program Liquidity Facility advance was prepaid.

 

Notes payable included junior subordinated debentures issued by the Corporation that were associated to capital issued by the Popular Capital Trust I. On November 1, 2021, the Corporation redeemed all outstanding 6.70% Cumulative Monthly Income Trust Preferred Securities (the “Capital Securities”) issued by the Popular Capital Trust I (liquidation amount of $25 per security and amounting to approximately $187 million (or approximately $181 million after excluding Popular’s participation in the Trust of approximately $6 million) in the aggregate). The redemption price for the Capital Securities was equal to $25 per security plus accrued and unpaid distributions up to and excluding the redemption date in the amount of $0.139583 per security, for a total payment per security in the amount of $25.139583. Upon redemption, Popular delisted the Capital Securities of Popular Capital Trust I (NASDAQ: BPOPN) from the Nasdaq Global Select Market.

A breakdown of borrowings by contractual maturities at December 31, 2021 is included in the table below.

 

190

 

 

 

Assets sold under

 

Short-term

 

 

 

(In thousands)

 

agreements to repurchase

 

borrowings

 

Notes payable

Total

2022

$

91,603

 

75,000

$

103,148

$

269,751

2023

 

-

 

-

 

341,103

 

341,103

2024

 

-

 

-

 

91,943

 

91,943

2025

 

-

 

-

 

139,920

 

139,920

2026

 

-

 

-

 

74,500

 

74,500

Later years

 

-

 

-

 

237,949

 

237,949

Total borrowings

$

91,603

 

75,000

$

988,563

$

1,155,166

 

At December 31, 2021 and 2020, the Corporation had FHLB borrowing facilities whereby the Corporation could borrow up to $3.0 billion, of which $0.6 billion and $0.5 billion, respectively, were used. In addition, at December 31, 2021 and 2020, the Corporation had placed $1.2 billion and $0.9 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 December 31, 2021, the Corporation has a borrowing facility at the discount window of the Federal Reserve Bank of New York amounting to $1.3 billion (2020 - $1.4 billion), which remained unused at December 31, 2021 and December 31, 2020.

191

 

Note 18 – Trust preferred securities

Statutory trusts established by the Corporation (Popular Capital Trust I, Popular North America Capital Trust I and Popular Capital Trust II) had issued trust preferred securities (also referred to as “capital securities”) to the public. The proceeds from such issuances, together with the proceeds of the related issuances of common securities of the trusts (the “common securities”), were used by the trusts to purchase junior subordinated deferrable interest debentures (the “junior subordinated debentures”) issued by the Corporation.

The sole assets of the trusts consisted of the junior subordinated debentures of the Corporation and the related accrued interest receivable. These trusts are not consolidated by the Corporation pursuant to accounting principles generally accepted in the United States of America.

The junior subordinated debentures are included by the Corporation as notes payable in the Consolidated Statements of Financial Condition, while the common securities issued by the issuer trusts are included as debt securities held-to-maturity. The common securities of each trust are wholly-owned, or indirectly wholly-owned, by the Corporation.

As disclosed in Note 17, on November 1, 2021, the Corporation redeemed all outstanding trust preferred securities issued by the Popular Capital Trust I amounting to approximately $187 million (or approximately $181 million after excluding the Corporation’s participation in the Trust of approximately $6 million) in the aggregate.

The following tables presents financial data pertaining to the different trusts at December 31, 2021 and 2020.

 

(Dollars in thousands)

December 31, 2021

 

 

 

 

Popular

 

 

 

 

 

 

 

 

North America

 

 

Popular

 

Issuer

 

Capital Trust I

 

Capital Trust Il

 

Capital securities

 

 

$

91,651

 

 

$

101,023

 

Distribution rate

 

 

 

6.564

%

 

 

6.125

%

Common securities

 

 

$

2,835

 

 

$

3,125

 

Junior subordinated debentures aggregate liquidation amount

 

 

$

94,486

 

 

$

104,148

 

Stated maturity date

 

 

September 2034

 

 

December 2034

 

Reference notes

 

 

 

[1],[3],[5]

 

 

 

[2],[4],[5]

 

[1] Statutory business trust that is wholly-owned by PNA and indirectly wholly-owned by the Corporation.

[2] Statutory business trust that is wholly-owned by the Corporation.

[3] The obligation of PNA under the junior subordinated debenture and its guarantees of the capital securities under the trust is fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the guarantee agreement.

[4] These capital securities are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the guarantee agreement.

[5] The Corporation has the right, subject to any required prior approval from the Federal Reserve, to redeem after certain dates or upon the occurrence of certain events mentioned below, the junior subordinated debentures at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. The maturity of the junior subordinated debentures may be shortened at the option of the Corporation prior to their stated maturity dates (i) on or after the stated optional redemption dates stipulated in the agreements, in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event as set forth in the indentures relating to the capital securities, in each case subject to regulatory approval.

 

192

 

(Dollars in thousands)

December 31, 2020

 

 

 

 

 

 

 

Popular

 

 

 

 

 

 

 

 

Popular

 

North America

 

 

Popular

 

Issuer

Capital Trust I

 

Capital Trust I

 

Capital Trust Il

 

Capital securities

 

$

181,063

 

 

$

91,651

 

 

$

101,023

 

Distribution rate

 

 

6.700

%

 

 

6.564

%

 

 

6.125

%

Common securities

 

$

5,601

 

 

$

2,835

 

 

$

3,125

 

Junior subordinated debentures aggregate liquidation amount

$

186,664

 

 

$

94,486

 

 

$

104,148

 

Stated maturity date

 

November 2033

 

 

September 2034

 

 

December 2034

 

Reference notes

 

 

[2],[4],[5]

 

 

 

[1],[3],[5]

 

 

 

[2],[4],[5]

 

[1] Statutory business trust that is wholly-owned by PNA and indirectly wholly-owned by the Corporation.

[2] Statutory business trust that is wholly-owned by the Corporation.

[3] The obligation of PNA under the junior subordinated debenture and its guarantees of the capital securities under the trust is fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the guarantee agreement.

[4] These capital securities are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the applicable guarantee agreement.

[5] The Corporation has the right, subject to any required prior approval from the Federal Reserve, to redeem after certain dates or upon the occurrence of certain events mentioned below, the junior subordinated debentures at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. The maturity of the junior subordinated debentures may be shortened at the option of the Corporation prior to their stated maturity dates (i) on or after the stated optional redemption dates stipulated in the agreements, in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event as set forth in the indentures relating to the capital securities, in each case subject to regulatory approval.

At December 31, 2021, the Corporation’s $193 million in trust preferred securities outstanding do not qualify for Tier 1 capital treatment, but instead qualify for Tier 2 capital treatment compared to $374 million at December 31, 2020.

 

193

 

Note 19 − Other liabilities

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

 

(In thousands)

December 31, 2021

December 31, 2020

Accrued expenses

$

308,594

$

235,449

Accrued interest payable

 

33,227

 

38,622

Accounts payable

 

91,804

 

69,784

Dividends payable

 

35,937

 

33,701

Trades payable

 

13,789

 

720,212

Liability for GNMA loans sold with an option to repurchase

 

12,806

 

57,189

Reserves for loan indemnifications

 

12,639

 

24,781

Reserve for operational losses

 

43,886

 

41,452

Operating lease liabilities (Note 33)

 

154,114

 

152,588

Finance lease liabilities (Note 33)

 

19,719

 

22,572

Pension benefit obligation

 

8,778

 

35,568

Postretirement benefit obligation

 

161,988

 

179,211

Others

 

70,967

 

73,560

Total other liabilities

$

968,248

$

1,684,689

194

 

Note 20 – Stockholders’ equity

The Corporation’s common stock ranks junior to all series of preferred stock as to dividend rights and / or as to rights on liquidation, dissolution or winding up of the Corporation. Dividends on preferred stock are payable if declared. The Corporation’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, its common stock is subject to certain restrictions in the event that the Corporation fails to pay or set aside full dividends on the preferred stock for the latest dividend period. The ability of the Corporation to pay dividends in the future is limited by regulatory requirements, legal availability of funds, recent and projected financial results, capital levels and liquidity of the Corporation, general business conditions and other factors deemed relevant by the Corporation’s Board of Directors.

The Corporation’s common stock trades on the NASDAQ Stock Market LLC (the “NASDAQ”) under the symbol BPOP. The 2003 Series A Preferred Stock are not listed on NASDAQ.

Preferred stocks

The Corporation has 30,000,000 shares of authorized preferred stock that may be issued in one or more series, and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series. The Corporation’s shares of preferred stock at December 31, 2021 consisted of:

 

6.375% non-cumulative monthly income preferred stock, 2003 Series A, no par value, liquidation preference value of $25 per share. Holders on record of the 2003 Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof, out of funds legally available, non-cumulative cash dividends at the annual rate per share of 6.375% of their liquidation preference value, or $0.1328125 per share per month. These shares of preferred stock are perpetual, nonconvertible, have no preferential rights to purchase any securities of the Corporation and are redeemable solely at the option of the Corporation with the consent of the Board of Governors of the Federal Reserve System. The redemption price per share is $25.00. The shares of 2003 Series A Preferred Stock have no voting rights, except for certain rights in instances when the Corporation does not pay dividends for a defined period. These shares are not subject to any sinking fund requirement. Cash dividends declared and paid on the 2003 Series A Preferred Stock amounted to $1.4 million for the years ended December 31, 2021, 2020 and 2019. Outstanding shares of 2003 Series A Preferred Stock amounted to 885,726 at December 31, 2021, 2020 and 2019.

 

On February 24, 2020, the Corporation redeemed all the outstanding shares of the 2008 Series B Preferred Stock. The redemption price of the 2008 Series B Preferred Stock was $25.00 per share, plus $0.1375 (representing the amount of accrued and unpaid dividends for the current monthly dividend period to the redemption date), for a total payment per share in the amount of $25.1375.

 

At December 31, 2019 the Corporation had 1,120,665 outstanding shares of 2008 Series B Preferred Stock, described as follows:

 

8.25% non-cumulative monthly income preferred stock, 2008 Series B, no par value, liquidation preference value of $25 per share. The shares of 2008 Series B Preferred Stock were issued in May 2008. Holders of record of the 2008 Series B Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof, out of funds legally available, non-cumulative cash dividends at the annual rate per share of 8.25% of their liquidation preferences, or $0.171875 per share per month. These shares of preferred stock are perpetual, nonconvertible, have no preferential rights to purchase any securities of the Corporation and are redeemable solely at the option of the Corporation with the consent of the Board of Governors of the Federal Reserve System beginning on May 28, 2013. Cash dividends declared and paid on the 2008 Series B Preferred Stock amounted to $ 2.3 million for the year ended December 31, 2019.

 

Common stocks

Dividends

During the year 2021, cash dividends of $1.75 (2020 - $1.60; 2019 - $1.20) per common share outstanding were declared amounting to $142.3 million (2020 - $136.6 million; 2019 - $116.0 million) of which $35.9 million were payable to shareholders of common stock at December 31, 2021 (2020 - $33.7 million; 2019 - $29.0 million). The quarterly dividend of $0.45 per share declared to shareholders of record as of the close of business on December 7, 2021, was paid on January 3, 2022. On January 12, 2022, the Corporation announced as part of its capital plan for 2022, an increase in its quarterly common stock dividend from $0.45 to $0.55 per share, beginning in the second quarter of 2022, subject to approval by its Board of Directors. On February 23, 2022, the

195

 

Corporation’s Board of Directors approved a quarterly cash dividend of $0.55 per share on its outstanding common stock, payable on April 1, 2022 to shareholders of record at the close of business on March 15, 2022.

Accelerated share repurchase transaction (“ASR”)

On May 3, 2021, the Corporation entered into a $350 million 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 transaction on September 9, 2021 and received 828,965 additional shares of common stock and recognized $61 million in treasury stock with a corresponding increase in capital surplus. In total, the Corporation repurchased a total of 4,614,796 shares at an average price of $75.8430 under the ASR Agreement.

 

On January 30, 2020, the Corporation entered into a $500 million 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 7,055,919 shares, the Corporation recognized in stockholders’ equity approximately $400 million in treasury stock and $100 million as a reduction in capital surplus. On March 19, 2020 (the “early termination date”), the dealer counterparty to the ASR exercised its right to terminate the ASR as a result of the trading price of the Corporation’s common stock falling below a specified level due to the effects of the COVID-19 pandemic on the global markets. As a result of such early termination, the final settlement of the ASR, which was expected to occur during the fourth quarter of 2020, occurred during the second quarter of 2020. The Corporation completed the transaction on May 27, 2020 and received 4,763,216 additional shares of common stock after the early termination date. In total the Corporation repurchased 11,819,135 shares at an average price per share of $42.3043 under the ASR.

 

During the fourth quarter of 2019, the Corporation completed a $250 million ASR. In connection therewith, the Corporation received an initial delivery of 3,500,000 shares of common stock during the first quarter of 2019 and received 1,165,607 additional shares of common stock during the fourth quarter of 2019. The final number of shares delivered at settlement was based on the average daily volume weighted average prince (“VWAP”) of its common stock, net of a discount, during the term of the ASR of $53.58. In connection with the transaction, the Corporation recognized $266 million in treasury stock, offset by $16 million adjustment to capital surplus.

Statutory reserve

The Banking Act of the Commonwealth of Puerto Rico requires that a minimum of 10% of BPPR’s net income for the year be transferred to a statutory reserve account until such statutory reserve equals the total of paid-in capital on common and preferred stock. Any losses incurred by a bank must first be charged to retained earnings and then to the reserve fund. Amounts credited to the reserve fund may not be used to pay dividends without the prior consent of the Puerto Rico Commissioner of Financial Institutions. The failure to maintain sufficient statutory reserves would preclude BPPR from paying dividends. BPPR’s statutory reserve fund amounted to $786 million at December 31, 2021 (2020 - $708 million; 2019 - $659 million). During 2021, $78 million was transferred to the statutory reserve account (2020 - $49 million, 2019 - $60 million). BPPR was in compliance with the statutory reserve requirement in 2021, 2020 and 2019.

196

 

Note 21 – Regulatory capital requirements

The Corporation, BPPR and PB are subject to various regulatory capital requirements imposed by the federal banking agencies. Failure to meet minimum capital requirements can lead to certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Popular, Inc., BPPR and PB are subject to Basel III capital requirements, including minimum and well capitalized regulatory capital ratios and compliance with the standardized approach for determining risk-weighted assets.

The Basel III Capital Rules established a Common Equity Tier I (“CET1”) capital measure and related regulatory capital ratio CET1 to risk-weighted assets.

The Basel III Capital Rules provide that a depository institution will be deemed to be well capitalized if it maintained a leverage ratio of at least 5%, a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8% and a total risk-based ratio of at least 10%. Management has determined that at December 31, 2021 and 2020, the Corporation exceeded all capital adequacy requirements to which it is subject.

The Corporation has been designated by the Federal Reserve Board as a Financial Holding Company (“FHC”) and is eligible to engage in certain financial activities permitted under the Gramm-Leach-Bliley Act of 1999.

Pursuant to the adoption of the CECL accounting standard on January 1, 2020, the Corporation elected to use a five-year transition period option as permitted 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 the adoption of the CECL accounting standard 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.

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 December 31, 2021, the Corporation has $353 million in PPP loans and no loans were pledged as collateral for PPPL Facilities.

At December 31, 2021 and 2020, BPPR and PB were well-capitalized under the regulatory framework for prompt corrective action.

The following tables present the Corporation’s risk-based capital and leverage ratios at December 31, 2021 and 2020 under the Basel III regulatory guidance.

197

 

 

 

Actual

 

 

Capital adequacy minimum requirement (including conservation capital buffer) [1]

(Dollars in thousands)

 

Amount

Ratio

 

 

Amount

Ratio

 

 

 

2021

 

Total Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

6,084,105

19.35

%

$

3,301,329

10.500

%

BPPR

 

4,281,930

18.92

 

 

2,376,184

10.500

 

PB

 

1,361,911

16.78

 

 

852,032

10.500

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,476,031

17.42

%

$

2,200,886

7.000

%

BPPR

 

3,998,102

17.67

 

 

1,584,123

7.000

 

PB

 

1,309,398

16.14

 

 

568,021

7.000

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,498,174

17.49

%

$

2,672,504

8.500

%

BPPR

 

3,998,102

17.67

 

 

1,923,577

8.500

 

PB

 

1,309,398

16.14

 

 

689,740

8.500

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Average Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,498,174

7.41

%

$

2,969,535

4

%

BPPR

 

3,998,102

6.24

 

 

2,561,003

4

 

PB

 

1,309,398

13.44

 

 

389,736

4

 

[1] The conservation capital buffer included for these ratios is 2.5%, except for the Tier I to Average Asset ratio for which the buffer is not applicable and therefore the capital adequacy minimum of 4% is presented.

198

 

 

 

Actual

 

 

Capital adequacy minimum requirement (including conservation capital buffer)

 

(Dollars in thousands)

 

Amount

Ratio

 

 

Amount

Ratio

 

 

 

2020

 

Total Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,773,919

18.81

%

$

3,223,720

10.500

%

BPPR

 

4,226,887

18.58

 

 

2,388,394

10.500

 

PB

 

1,283,332

17.34

 

 

776,975

10.500

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

4,992,096

16.26

%

$

2,149,146

7.000

%

BPPR

 

3,940,385

17.32

 

 

1,592,262

7.000

 

PB

 

1,190,758

16.09

 

 

517,983

7.000

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,014,239

16.33

%

$

2,609,678

8.500

%

BPPR

 

3,940,385

17.32

 

 

1,933,461

8.500

 

PB

 

1,190,758

16.09

 

 

628,980

8.500

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Average Assets):

 

 

 

 

 

 

 

 

Corporation

$

5,014,239

7.80

%

$

2,572,201

4

%

BPPR

 

3,940,385

7.26

 

 

2,169,835

4

 

PB

 

1,190,758

12.35

 

 

385,685

4

 

 

The following table presents the minimum amounts and ratios for the Corporation’s banks to be categorized as well-capitalized.

 

 

 

2021

 

 

2020

 

(Dollars in thousands)

 

Amount

Ratio

 

 

Amount

Ratio

 

Total Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

BPPR

$

2,263,032

10

%

$

2,274,660

10

%

PB

 

811,459

10

 

 

739,976

10

 

 

 

 

 

 

 

 

 

 

Common Equity Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

BPPR

$

1,470,971

6.5

%

$

1,478,529

6.5

%

PB

 

527,448

6.5

 

 

480,985

6.5

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Risk-Weighted Assets):

 

 

 

 

 

 

 

 

BPPR

$

1,810,426

8

%

$

1,819,728

8

%

PB

 

649,167

8

 

 

591,981

8

 

 

 

 

 

 

 

 

 

 

Tier I Capital (to Average Assets):

 

 

 

 

 

 

 

 

BPPR

$

3,201,254

5

%

$

2,712,294

5

%

PB

 

487,171

5

 

 

482,106

5

 

199

 

Note 22 – Other comprehensive (loss) income

The following table presents changes in accumulated other comprehensive (loss) income by component for the years ended December 31, 2021, 2020 and 2019.

 

 

Changes in Accumulated Other Comprehensive (Loss) Income by Component [1]

 

 

 

 

Years ended December 31,

(In thousands)

 

 

2021

 

2020

 

2019

Foreign currency translation

Beginning Balance

$

(71,254)

$

(56,783)

$

(49,936)

 

 

Other comprehensive income (loss)

 

3,947

 

(14,471)

 

(6,847)

 

 

Net change

 

3,947

 

(14,471)

 

(6,847)

 

 

Ending balance

$

(67,307)

$

(71,254)

$

(56,783)

Adjustment of pension and postretirement benefit plans

Beginning Balance

$

(195,056)

$

(202,816)

$

(203,836)

 

 

Other comprehensive income (loss) before reclassifications

 

23,094

 

(5,645)

 

(13,671)

 

 

Amounts reclassified from accumulated other comprehensive loss for amortization of net losses

 

12,968

 

13,405

 

14,691

 

 

Net change

 

36,062

 

7,760

 

1,020

 

 

Ending balance

$

(158,994)

$

(195,056)

$

(202,816)

Unrealized net holding (losses) gains on debt securities

Beginning Balance

$

460,900

$

92,155

$

(173,811)

 

 

Other comprehensive (loss) income before reclassifications

 

(557,002)

 

368,780

 

265,950

 

 

Amounts reclassified from accumulated other comprehensive income (loss) for (gains) losses on securities

 

(18)

 

(35)

 

16

 

 

Net change

 

(557,020)

 

368,745

 

265,966

 

 

Ending balance

$

(96,120)

$

460,900

$

92,155

Unrealized net losses on cash flow hedges

Beginning Balance

$

(4,599)

$

(2,494)

$

(391)

 

 

Reclassification to retained earnings due to cumulative effect adjustment of accounting change

 

-

 

-

 

(50)

 

 

Other comprehensive income (loss) before reclassifications

 

367

 

(6,400)

 

(4,439)

 

 

Amounts reclassified from accumulated other comprehensive loss

 

1,584

 

4,295

 

2,386

 

 

Net change

 

1,951

 

(2,105)

 

(2,103)

 

 

Ending balance

$

(2,648)

$

(4,599)

$

(2,494)

 

 

Total

$

(325,069)

$

189,991

$

(169,938)

[1] All amounts presented are net of tax.

 

 

 

 

 

 

200

 

The following table presents the amounts reclassified out of each component of accumulated other comprehensive (loss) income for the years ended December 31, 2021, 2020, and 2019.

 

 

 

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income

 

 

Affected Line Item in the

Years ended December 31,

(In thousands)

Consolidated Statements of Operations

2021

2020

2019

Adjustment of pension and postretirement benefit plans

 

 

 

 

 

 

 

 

Amortization of net losses

Other operating expenses

$

(20,749)

$

(21,447)

$

(23,508)

 

 

Total before tax

 

(20,749)

 

(21,447)

 

(23,508)

 

 

Income tax benefit

 

7,781

 

8,042

 

8,817

 

 

Total net of tax

$

(12,968)

$

(13,405)

$

(14,691)

Unrealized net holding (losses) gains on debt securities

 

 

 

 

 

 

 

 

Realized gain (loss) on sale of debt securities

Net gain (loss) on sale of debt securities

$

23

$

41

$

(20)

 

 

Total before tax

 

23

 

41

 

(20)

 

 

Income tax (expense) benefit

 

(5)

 

(6)

 

4

 

 

Total net of tax

$

18

$

35

$

(16)

Unrealized net losses on cash flow hedges

 

 

 

 

 

 

 

 

Forward contracts

Mortgage banking activities

$

(704)

$

(5,559)

$

(3,992)

 

Interest rate swaps

Other operating income

 

(1,143)

 

(820)

 

110

 

 

Total before tax

 

(1,847)

 

(6,379)

 

(3,882)

 

 

Income tax benefit

 

263

 

2,084

 

1,496

 

 

Total net of tax

$

(1,584)

$

(4,295)

$

(2,386)

 

 

Total reclassification adjustments, net of tax

$

(14,534)

$

(17,665)

$

(17,093)

201

 

Note 23 – Guarantees

The Corporation has obligations upon the occurrence of certain events under financial guarantees provided in certain contractual agreements as summarized below.

 

The Corporation issues financial standby letters of credit and has risk participation in standby letters of credit issued by other financial institutions, in each case to guarantee the performance of various customers to third parties. If the customers failed to meet its financial or performance obligation to the third party under the terms of the contract, then, upon their request, the Corporation would be obligated to make the payment to the guaranteed party. At December 31, 2021, the Corporation recorded a liability of $0.2 million (December 31, 2020 - $0.2 million), which represents the unamortized balance of the obligations undertaken in issuing the guarantees under the standby letters of credit. In accordance with the provisions of ASC Topic 460, the Corporation recognizes at fair value the obligation at inception of the standby letters of credit. The fair value approximates the fee received from the customer for issuing such commitments. These fees are deferred and are recognized over the commitment period. The contracted amounts in standby letters of credit outstanding at December 31, 2021 and 2020, shown in Note 24, represent the maximum potential amount of future payments that the Corporation could be required to make under the guarantees in the event of nonperformance by the customers. These standby letters of credit are used by the customers as a credit enhancement and typically expire without being drawn upon. The Corporation’s standby letters of credit are generally secured, and in the event of nonperformance by the customers, the Corporation has rights to the underlying collateral provided, which normally includes cash, marketable securities, real estate, receivables, and others. Management does not anticipate any material losses related to these instruments.

 

Also, from time to time, the Corporation securitized mortgage loans into guaranteed mortgage-backed securities subject in certain instances, to 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. Also, from time to time, the Corporation may sell, in bulk sale transactions, residential mortgage loans and Small Business Administration (“SBA”) commercial loans subject to credit recourse or to certain representations and warranties from the Corporation to the purchaser. These representations and warranties may relate, for example, to borrower creditworthiness, loan documentation, collateral, prepayment and early payment defaults. The Corporation may be required to repurchase the loans under the credit recourse agreements or representation and warranties.

At December 31, 2021, the Corporation serviced $0.7 billion (December 31, 2020 - $0.9 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 2021, the Corporation repurchased approximately $19 million of unpaid principal balance in mortgage loans subject to the credit recourse provisions (2020 - $161 million, which included $120 million as part of the bulk loan repurchase from FNMA and FHLMC during the third quarter of 2020, for which the Corporation recorded a release of $5.1 million in its reserve for credit recourse). In the event of nonperformance by the borrower, the Corporation has rights to the underlying collateral securing the mortgage loan. The Corporation suffers 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 December 31, 2021, the Corporation’s liability established to cover the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $12 million (December 31, 2020 - $22 million). The following table shows the changes in the Corporation’s liability of estimated losses from these credit recourses agreements, included in the consolidated statements of financial condition during the years ended December 31, 2021 and 2020.

 

 

 

Years ended December 31,

(In thousands)

 

2021

 

2020

Balance as of beginning of period

$

22,484

$

34,862

Impact of adopting CECL

 

-

 

(3,831)

Provision (benefit) for recourse liability

 

(2,948)

 

(104)

Net charge-offs

 

(7,736)

 

(8,443)

Balance as of end of period

$

11,800

$

22,484

202

 

The estimated losses to be absorbed under the credit recourse arrangements are recorded as a liability when the loans are sold and are updated by accruing or reversing expense (categorized in the line item “Adjustments (expense) to indemnity reserves on loans sold” in the consolidated statements of operations) throughout the life of the loan, as necessary, when additional relevant information becomes available. The methodology used to estimate the recourse liability is a function of the recourse arrangements given and considers a variety of factors, which include actual defaults and historical loss experience, foreclosure rate, estimated future defaults and the probability that a loan would be delinquent. Statistical methods are used to estimate the recourse liability. Expected loss rates are applied to different loan segmentations. The expected loss, which represents the amount expected to be lost on a given loan, considers the probability of default and loss severity. The probability of default represents the probability that a loan in good standing would become 90 days delinquent within the following twelve-month period. Regression analysis quantifies the relationship between the default event and loan-specific characteristics, including credit scores, loan-to-value ratios, and loan aging, among others.

 

When the Corporation sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the characteristics of the loans sold. The Corporation’s mortgage operations in Puerto Rico group conforming mortgage loans into pools which are exchanged for FNMA and GNMA mortgage-backed securities, which are generally sold to private investors, or are sold directly to FNMA for cash. As required under the government agency programs, quality review procedures are performed by the Corporation to ensure that asset guideline qualifications are met. 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. There were no repurchases under BPPR’s representation and warranty arrangements during the years ended December 31, 2021 and 2020. 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.

 

The following table presents the changes in the Corporation’s liability for estimated losses associated with the indemnifications and representations and warranties related to loans sold during the years ended December 31, 2021 and 2020.

 

 

 

Years ended December 31,

(In thousands)

 

2021

 

 

2020

Balance as of beginning of period

$

2,297

 

$

3,212

Provision (benefit) for representation and warranties

 

(1,458)

 

 

(915)

Balance as of end of period

$

839

 

$

2,297

203

 

Servicing agreements relating to the mortgage-backed securities programs of FNMA 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 December 31, 2021, the Corporation serviced $12.1 billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31, 2020 - $12.9 billion). The Corporation generally recovers funds advanced pursuant to these arrangements from the mortgage owner, from liquidation proceeds when the mortgage loan is foreclosed or, in the case of FHA/VA loans, under the applicable FHA and VA 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 December 31, 2021, the outstanding balance of funds advanced by the Corporation under such mortgage loan servicing agreements was approximately $54 million (December 31, 2020 - $66 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 both December 31, 2021 and December 31, 2020, respectively. In addition, at both December 31, 2021 and December 31, 2020, PIHC fully and unconditionally guaranteed on a subordinated basis $193 million and $374 million, respectively, 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 for further information on the trust preferred securities.

 

204

 

Note 24 – 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)

December 31, 2021

December 31, 2020

Commitments to extend credit:

 

 

 

 

 

Credit card lines

$

5,382,089

$

5,226,660

 

Commercial and construction lines of credit

 

3,830,601

 

3,805,459

 

Other consumer unused credit commitments

 

250,229

 

257,312

Commercial letters of credit

 

3,260

 

1,864

Standby letters of credit

 

27,848

 

22,266

Commitments to originate or fund mortgage loans

 

95,372

 

96,786

 

At December 31, 2021 and December 31, 2020, the Corporation maintained a reserve of approximately $7.9 million and $15.9 million, respectively, for potential losses associated with unfunded loan commitments related to commercial, construction and consumer lines of credit.

 

Other commitments

At December 31, 2021, and December 31, 2020, the Corporation also maintained other non-credit commitments for approximately $1.0 million and $1.4 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 37 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 a Fiscal Oversight and Management Board for Puerto Rico (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 December 31, 2021, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities totaled $367 million, of which $349 million were outstanding, compared to $377 million, which were fully outstanding at December 31, 2020. Of the amount outstanding, $319 million consists of loans and $30 million are securities ($342 million and $35 million at December 31, 2020). Substantially all of the amount outstanding at December 31, 2021 and December 31, 2020 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 December 31, 2021, 75% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. On July 1, 2021, the

205

 

Corporation received scheduled principal payments amounting to $32 million from various obligations from Puerto Rico municipalities.

 

The following table details the loans and investments representing the Corporation’s direct exposure to the Puerto Rico government according to their maturities as of December 31, 2021:

 

(In thousands)

 

Investment Portfolio

 

Loans

 

Total Outstanding

 

Total Exposure

Central Government

 

 

 

 

 

 

 

 

After 1 to 5 years

$

14

$

-

$

14

$

14

After 5 to 10 years

 

1

 

-

 

1

 

1

After 10 years

 

38

 

-

 

38

 

38

Total Central Government

 

53

 

-

 

53

 

53

Municipalities

 

 

 

 

 

 

 

 

Within 1 year

 

4,240

 

68,650

 

72,890

 

72,890

After 1 to 5 years

 

14,395

 

70,962

 

85,357

 

103,546

After 5 to 10 years

 

11,280

 

123,521

 

134,801

 

134,801

After 10 years

 

230

 

55,257

 

55,487

 

55,487

Total Municipalities

 

30,145

 

318,390

 

348,535

 

366,724

Total Direct Government Exposure

$

30,198

$

318,390

$

348,588

$

366,777

 

In addition, at December 31, 2021, the Corporation had $275 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental ($317 million at December 31, 2020). These included $232 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, 2020 - $260 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 December 31, 2021, $43 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, 2020 - $46 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, $1.6 billion of residential mortgages, $353 million of Small Business Administration (“SBA”) loans under the Paycheck Protection Program (“PPP”) and $67 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at December 31, 2021 (compared to $1.8 billion, $1.3 billion and $60 million, respectively, at December 31, 2020).

 

At December 31, 2021, the Corporation has operations in the United States Virgin Islands (the “USVI”) and has approximately $70 million in direct exposure to USVI government entities (December 31, 2020 - $105 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 December 31, 2021, 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

206

 

approximately $221 million comprised of various retail and commercial clients, compared to a loan portfolio of $251 million at December 31, 2020, which included a $19 million loan with the BVI Government that was paid off during the second quarter of 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 $33.9 million as of December 31, 2021. 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.

207

 

 

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 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.

 

On May 7, 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 should the court deny the Popular Defendant’s pending motion to exclude an economic expert recently designated by Plaintiffs. On May 7, 2021, Popular, Inc. and BPPR also filed a separate motion for summary judgment alleging that, even taking as true and correct Plaintiffs’ theory of liability, Popular, Inc. and BPPR are not liable to Plaintiffs since they do not receive—and are legally prohibited from receiving insurance commissions. On September 27, 2021, the Court held an oral hearing to discuss the pending motions for summary judgment. At such hearing, Plaintiffs notified they did not object the dismissal of the action with prejudice as to Popular, Inc. and BPPR, leaving Popular Insurance, LLC as the sole remaining defendant in the case. On November 1, 2021, the Court issued a resolution denying Popular Insurance, LLC’s motion for summary judgment. On December 29, 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. This petition of certiorari is now fully briefed and pending resolution.

 

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 “item” or transaction and (b) charging both NSF Fees and overdraft fees (“OD Fees”) on the same 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. On April 21, 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. Discovery is ongoing.

 

Popular has been 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 alleges 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 describes Popular’s purported practice of charging OD Fees as “Authorize Positive, Purportedly

208

 

Settle Negative” (“APPSN”) transactions and alleges 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, Plaintiffs 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, Plaintiffs 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.

 

On October 4, 2021, the District Court, notwithstanding that BPPR’s Motion to Dismiss remains 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.

 

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 alleges that Popular assesses OD Fees over authorized transactions for which sufficient funds are held for settlement. Popular waived service of process and expects to file a responsive allegation by April 4, 2022.

 

POPULAR BANK

Employment-Related Litigation

 

In July 2019, Popular Bank (“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.

 

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 December 31, 2021, was named as a respondent (among other broker-dealers) in 65 pending arbitration

209

 

proceedings with initial claimed amounts of approximately $62 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 Commonwealth’s and the Financial Oversight Management Board’s (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.

 

On October 28, 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. On November 4, 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. On January 27, 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 expect to file their response by March 21, 2022.

 

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.

 

On August 20, 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. On January 12, 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. The tolling agreement as to potential claims the SCC and the UCC may assert against the Popular Companies as a result of any role of the Popular Companies in the offering of certain challenged bond issuances remains in effect.

210

 

Note 25 – Non-consolidated variable interest entities

The Corporation is involved with three statutory trusts which it established 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. 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 28 to the Consolidated Financial Statements for additional information on the debt securities outstanding at December 31, 2021 and 2020, 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 December 31, 2021 and 2020.

211

 

(In thousands)

December 31, 2021

December 31, 2020

Assets

 

 

 

 

Servicing assets:

 

 

 

 

 

Mortgage servicing rights

$

94,464

$

90,273

Total servicing assets

$

94,464

$

90,273

Other assets:

 

 

 

 

 

Servicing advances

$

7,968

$

8,769

Total other assets

$

7,968

$

8,769

Total assets

$

102,432

$

99,042

Maximum exposure to loss

$

102,432

$

99,042

 

 

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 $8.3 billion at December 31, 2021 (December 31, 2020 - $8.7 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 December 31, 2021 and 2020 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 December 31, 2021.

212

 

Note 26 – Derivative instruments and hedging activities

The use of derivatives is incorporated as part of the Corporation’s overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and cash flows that are caused by interest rate volatility. The Corporation’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that the net interest income is not materially affected by movements in interest rates. The Corporation uses derivatives in its trading activities to facilitate customer transactions, and as a means of risk management. As a result of interest rate fluctuations, hedged fixed and variable interest rate assets and liabilities will appreciate or depreciate in fair value. The effect of this unrealized appreciation or depreciation is expected to be substantially offset by the Corporation’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. As a matter of policy, the Corporation does not use highly leveraged derivative instruments for interest rate risk management.

The credit risk attributed to the counterparty’s nonperformance risk is incorporated in the fair value of the derivatives. Additionally, the fair value of the Corporation’s own credit standing is considered in the fair value of the derivative liabilities. During the year ended December 31, 2021, inclusion of the credit risk in the fair value of the derivatives resulted in a loss of $0.3 million from the Corporation’s credit standing adjustment and a loss of $0.1 million from the counterparty’s nonperformance risk. During the years ended December 31, 2020 and 2019, the Corporation recognized a gain of $0.7 million and $0.2 million, respectively, from the Corporation’s credit standing adjustment.

The Corporation’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. 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 fair value of derivatives is not offset with the fair value of other derivatives held with the same counterparty even if these agreements allow a right of set-off. In addition, the fair value of derivatives is not offset with the amounts for the right to reclaim financial collateral or the obligation to return financial collateral.

Financial instruments designated as cash flow hedges or non-hedging derivatives outstanding at December 31, 2021 and 2020 were as follows:

213

 

 

 

Notional amount

 

Derivative assets

Derivative liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of

 

Fair value at

Statement of

 

Fair value at

 

 

At December 31,

 

condition

 

December 31,

condition

 

December 31,

(In thousands)

 

2021

 

2020

 

classification

 

2021

 

2020

classification

 

2021

 

2020

Derivatives designated as

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

$

87,900

$

188,800

 

Other assets

$

18

$

-

Other liabilities

$

125

$

1,267

Total derivatives designated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as hedging instruments

$

87,900

$

188,800

 

 

$

18

$

-

 

$

125

$

1,267

Derivatives not designated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as hedging instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate caps

$

27,866

$

29,248

 

Other assets

$

-

$

-

Other liabilities

$

-

$

-

Indexed options on deposits

 

79,114

 

69,054

 

Other assets

 

26,075

 

20,785

-

 

-

 

-

Bifurcated embedded options

 

72,352

 

63,121

 

-

 

-

 

-

Interest bearing deposits

 

22,753

 

17,658

Total derivatives not

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

designated as

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

hedging instruments

$

179,332

$

161,423

 

 

$

26,075

$

20,785

 

$

22,753

$

17,658

Total derivative assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and liabilities

$

267,232

$

350,223

 

 

$

26,093

$

20,785

 

$

22,878

$

18,925

 

Cash Flow Hedges

The Corporation utilizes forward contracts to hedge the sale of mortgage-backed securities with duration terms over one month. Interest rate forwards are contracts for the delayed delivery of securities, which the seller agrees to deliver on a specified future date at a specified price or yield. These forward contracts are hedging a forecasted transaction and thus qualify for cash flow hedge accounting. Changes in the fair value of the derivatives are recorded in other comprehensive (loss) income. The amount included in accumulated other comprehensive (loss) income corresponding to these forward contracts is expected to be reclassified to earnings in the next twelve months. These contracts have a maximum remaining maturity of 76 days at December 31, 2021.

For cash flow hedges, net gains (losses) on derivative contracts that are reclassified from accumulated other comprehensive (loss) income to current period earnings are included in the line item in which the hedged item is recorded and during the period in which the forecasted transaction impacts earnings, as presented in the tables below.

 

Year ended December 31, 2021

(In thousands)

Amount of net gain (loss) recognized in OCI on derivatives (effective portion)

 

Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion)

 

Amount of net gain (loss) reclassified from AOCI into income (effective portion)

 

Amount of net gain (loss) recognized in income on derivatives (ineffective portion)

Forward contracts

$

456

 

Mortgage banking activities

$

(704)

$

-

Total

$

456

 

 

$

(704)

$

-

214

 

Year ended December 31, 2020

(In thousands)

Amount of net gain (loss) recognized in OCI on derivatives (effective portion)

 

Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion)

 

Amount of net gain (loss) reclassified from AOCI into income (effective portion)

 

Amount of net gain (loss) recognized in income on derivatives (ineffective portion)

Forward contracts

$

(6,594)

 

Mortgage banking activities

$

(5,559)

$

-

Total

$

(6,594)

 

 

$

(5,559)

$

-

 

Year ended December 31, 2019

(In thousands)

Amount of net gain (loss) recognized in OCI on derivatives (effective portion)

 

Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion)

 

Amount of net gain (loss) reclassified from AOCI into income (effective portion)

 

Amount of net gain (loss) recognized in income on derivatives (ineffective portion)

Forward contracts

$

(3,502)

 

Mortgage banking activities

$

(3,992)

$

-

Total

$

(3,502)

 

 

$

(3,992)

$

-

 

Fair Value Hedges

At December 31, 2021 and 2020, there were no derivatives designated as fair value hedges.

Non-Hedging Activities

For the year ended December 31, 2021, the Corporation recognized a gain of $ 2.3 million (2020 – loss of $3.0 million; 2019 – loss of $ 1.2 million) related to its non-hedging derivatives, as detailed in the table below.

 

 

Amount of Net Gain (Loss) Recognized in Income on Derivatives

 

 

Year ended

Year ended

Year ended

 

Classification of Net Gain (Loss)

December 31,

December 31,

December 31,

(In thousands)

Recognized in Income on Derivatives

2021

2020

2019

Forward contracts

Mortgage banking activities

$

2,027

$

(5,027)

$

(2,254)

Interest rate caps

Other operating income

 

-

 

-

 

(5)

Indexed options on deposits

Interest expense

 

6,824

 

5,462

 

7,898

Bifurcated embedded options

Interest expense

 

(6,538)

 

(3,417)

 

(6,883)

Total

 

$

2,313

$

(2,982)

$

(1,244)

 

Forward Contracts

The Corporation has forward contracts to sell mortgage-backed securities, which are accounted for as trading derivatives. Changes in their fair value are recognized in mortgage banking activities.

Interest Rate Caps

The Corporation enters into interest rate caps as an intermediary on behalf of its customers and simultaneously takes offsetting positions under the same terms and conditions, thus minimizing its market and credit risks.

Indexed and Embedded Options

The Corporation offers certain customers’ deposits whose return are tied to the performance of the Standard and Poor’s (“S&P 500”) stock market indexes, and other deposits whose returns are tied to other stock market indexes or other equity securities performance. The Corporation bifurcated the related options embedded within these customers’ deposits from the host contract in accordance with ASC Subtopic 815-15. In order to limit the Corporation’s exposure to changes in these indexes, the Corporation purchases indexed options which returns are tied to the same indexes from major broker dealer companies in the over the counter market. Accordingly, the embedded options and the related indexed options are marked-to-market through earnings.

215

 

Note 27 – Related party transactions

The Corporation grants loans to its directors, executive officers, including certain related individuals or organizations, and affiliates in the ordinary course of business. The activity and balance of these loans were as follows:

 

 

 

 

(In thousands)

 

 

Balance at December 31, 2019

$

133,054

New loans

 

8,360

Payments

 

(16,839)

Other changes, including existing loans to new related parties

 

316

Balance at December 31, 2020

$

124,891

New loans

 

3,182

Payments

 

(28,208)

Other changes, including existing loans to new related parties

 

2,714

Balance at December 31, 2021

$

102,579

New loans and payments include disbursements and collections from existing lines of credit.

 

The Corporation has had loan transactions with the Corporation’s directors, executive officers, including certain related individuals or organizations, and affiliates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with third parties. Except as discussed below, the extensions of credit have not involved and do not currently involve more than normal risks of collection or present other unfavorable features. In addition, during 2020, in response to the coronavirus (COVID-19) pandemic, BPPR implemented loan payment moratorium programs with respect to consumer and commercial loans which were made available to all qualifying customers to provide financial relief during the pandemic. Certain Related Parties participated in this moratorium programs under the same terms and conditions offered to other unrelated third parties.

 

In 2010, as part of the Westernbank FDIC assisted transaction, BPPR acquired five commercial loans made to entities that were wholly owned by one brother-in-law of a director of the Corporation. The loans were secured by real estate and personally guaranteed by the director’s brother-in-law. The loans were originated by Westernbank between 2001 and 2005 and had an aggregate outstanding principal balance of approximately $33.5 million when they were acquired by BPPR in 2010. Between 2011 and 2014, the loans were restructured to consist of (i) five notes with an aggregate outstanding principal balance of $19.8 million with a 6% annual interest rate (“Notes A”) and (ii) five notes with an aggregate outstanding balance of $13.5 million with a 1% annual interest rate, to be paid upon maturity (“Notes B”). The restructured notes had an original maturity of September 30, 2016 and, thereafter, various interim renewals were approved to allow for the re-negotiation of a longer-term extension. The most recent of these interim renewals were approved on February, April and August 2020. These renewals, among other things, decreased the interest rate applicable to the Notes A to 4.25% and maintained the Notes B at an interest rate of 1%. During 2020, the Audit Committee also authorized two separate 90-day principal and interest moratoriums, from March to May and from June to August, as financial relief in response to the coronavirus (COVID-19) pandemic. On September 2020, in accordance with the Related Party Transaction Policy and after being approved by the Audit Committee, the maturity date of the credit facilities was extended until April 2022, fixing the interest rate at 4.25% for Notes A and at 1% for Notes B during such term. The aggregate outstanding balance on the loans as of December 31, 2021 was approximately $30.6 million, of which approximately $17.1 million corresponded to Notes A and $13.5 million to Notes B.

 

In April 2010, in connection with the acquisition of the Westernbank assets from the FDIC, as receiver, BPPR acquired a term loan to a corporate borrower partially owned by an investment corporation in which the Corporation’s Chairman, at that time the Chief Executive Officer, as well as certain of his family members, are the owners. In addition, the Chairman’s sister and brother-in-law are owners of an entity that holds an ownership interest in the borrower. At the time the loan was acquired by BPPR, it had an unpaid principal balance of $40.2 million. In May 2017, this loan was sold by BPPR to Popular, Inc., holding company (“PIHC”). At the time of sale, the loan had an unpaid principal balance of $37.9 million. PIHC paid $37.9 million to BPPR for the loan, of which $6.0 million was recognized by BPPR as a capital contribution representing the difference between the fair value and the book value of the loan at the time of transfer. Immediately upon being acquired by PIHC, the loan’s maturity was extended by 90 days (under the same terms as originally contracted) to provide the PIHC additional time to evaluate a refinancing or long-term extension of the loan. In

216

 

August 2017, the credit facility was refinanced with a stated maturity in February 2019. During 2017, the facility was subject to the loan payment moratorium offered as part of the hurricane relief efforts. As such, interest payments amounting to approximately $0.5 million were deferred and capitalized as part of the loan balance. In February 2019, the Audit Committee approved, under the Related Party Policy, a 36-month renewal of the loan at an interest rate of 5.75% and a 30-year amortization schedule. In December 2021, the Corporation refinanced the then-current $36.0 million principal balance of the loan at an interest rate of 4.50%, a maturity date of December 2026 and a 20-year amortization schedule. As of December 31, 2021, the unpaid principal balance amounted to $34.8 million.

 

 

In April 2010, a private trust and a sister-in-law of a director, as co-borrowers, obtained a $0.2 million mortgage loan from Popular Mortgage, then a subsidiary of BPPR, secured by a residential property. The loan was a fully amortizing 40-year mortgage loan with a fixed annual rate of 2.99% for the first 5 years, and thereafter an annual rate of 5.875%. From March to August 2020, the borrowers participated in the COVID-19 forbearance program offered by BPPR to qualifying mortgage customers in response to the coronavirus (COVID-19) pandemic. After the expiration of such moratorium period, borrowers did not make any payments under the loan during the months of September and October 2020, thereby defaulting on the indebtedness. On November 2020, the borrowers requested and were granted, an additional 3-month loan payment moratorium pursuant to BPPR’s ordinary course loss mitigation program, which expired in January 2021. Since the expiration of this 3-month loan payment forbearance the borrowers have failed to make the monthly loan payments when due. The outstanding balance of the loan as of December 31, 2021 was approximately $0.2 million. BPPR is currently evaluating borrowers’ application in connection with this loan under BPPR’s loss mitigation program.

 

At December 31, 2021, the Corporation’s banking subsidiaries held deposits from related parties, excluding EVERTEC, Inc. (“EVERTEC”) amounting to approximately $700 million (2020 - $851 million).

 

From time to time, the Corporation, in the ordinary course of business, obtains services from related parties that have some association with the Corporation. Management believes the terms of such arrangements are consistent with arrangements entered into with independent third parties.

 

For the year ended December 31, 2021, the Corporation made contributions of approximately $4.5 million to Fundación Banco Popular and Popular Bank Foundation, which are not-for-profit corporations dedicated to philanthropic work (2020 - $1.6 million). The Corporation also provided human and operational resources to support the activities of the Fundación Banco Popular which in 2021 amounted to approximately $1.3 million (2020- $1.4 million).

 

Related party transactions with EVERTEC, as an affiliate

 

The Corporation has an investment in EVERTEC, Inc. (“EVERTEC”), which provides various processing and information technology services to the Corporation and its subsidiaries and gives BPPR access to the ATH network owned and operated by EVERTEC. As of December 31, 2021, the Corporation’s stake in EVERTEC was 16.19%. The Corporation continues to have significant influence over EVERTEC. Accordingly, the investment in EVERTEC is accounted for under the equity method and is evaluated for impairment if events or circumstances indicate that a decrease in value of the investment has occurred that is other than temporary.

 

The Corporation recorded $2.3 million in dividend distributions during the year ended December 31, 2021 from its investments in EVERTEC’s holding company (December 31, 2020 - $2.3 million). The Corporation’s equity in EVERTEC is presented in the table which follows and is included as part of “other assets” in the consolidated statement of financial condition.

(In thousands)

 

December 31, 2021

 

 

December 31, 2020

Equity investment in EVERTEC

$

110,299

 

$

86,158

 

 

 

 

 

 

The Corporation had the following financial condition balances outstanding with EVERTEC at December 31, 2021 and December 31, 2020. Items that represent liabilities to the Corporation are presented with parenthesis.

217

 

(In thousands)

December 31, 2021

December 31, 2020

Accounts receivable (Other assets)

$

5,668

$

5,678

Deposits

 

(150,737)

 

(125,361)

Accounts payable (Other liabilities)

 

(3,431)

 

(2,395)

Net total

$

(148,500)

$

(122,078)

 

The Corporation’s proportionate share of income from EVERTEC is included in other operating income in the consolidated statements of operations. The following table presents the Corporation’s proportionate share of EVERTEC’s income and changes in stockholders’ equity for the years ended December 31, 2021, 2020 and 2019.

 

 

 

Years ended December 31,

(In thousands)

 

2021

 

 

2020

 

2019

Share of income from investment in EVERTEC

$

26,096

 

$

16,936

$

16,749

Share of other changes in EVERTEC's stockholders' equity

 

53

 

 

865

 

516

Share of EVERTEC's changes in equity recognized in income

$

26,149

 

$

17,801

$

17,265

 

The following tables present the impact of transactions and service payments between the Corporation and EVERTEC (as an affiliate) and their impact on the results of operations for the years ended December 31, 2021, 2020 and 2019. Items that represent expenses to the Corporation are presented with parenthesis.

218

 

 

Years ended December 31,

 

(In thousands)

2021

2020

2019

Category

Interest expense on deposits

$

(388)

$

(315)

$

(106)

Interest expense

ATH and credit cards interchange income from services to EVERTEC

 

27,384

 

22,406

 

29,224

Other service fees

Rental income charged to EVERTEC

 

6,593

 

7,305

 

7,418

Net occupancy

Fees on services provided by EVERTEC

 

(245,945)

 

(223,069)

 

(219,992)

Professional fees

Other services provided to EVERTEC

 

740

 

1,002

 

1,118

Other operating expenses

Total

$

(211,616)

$

(192,671)

$

(182,338)

 

 

Centro Financiero BHD León

At December 31, 2021, 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 year ended December 31, 2021, the Corporation recorded $27.7 million in earnings from its investment in BHD León (December 31, 2020 - $27.0 million), which had a carrying amount of $180.3 million at December 31, 2021 (December 31, 2020 - $153.1 million). The Corporation received $4.3 million in dividends distributions during the year ended December 31, 2021, from its investment in BHD León (December 31, 2020 - $13.2 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 year ended December 31, 2021 administrative fees charged to these investment companies amounted to $4.1 million (December 31, 2020 - $6.3 million) and waived fees amounted to $1.5 million (December 31, 2020 - $2.8 million), for a net fee of $2.6 million (December 31, 2020 - $3.5 million).

The Corporation, through its subsidiary BPPR, had also entered into certain uncommitted credit facilities with those investment companies. The available lines of credit facilities amounted to $275 million at December 31, 2020. The aggregate sum of all outstanding balances under all credit facilities that could be made available by BPPR, from time to time, to those investment companies for which PAM acted as investment advisor or co-investment advisor, could have never exceed the lesser of $200 million or 10% of BPPR’s capital. During the year ended December 31, 2021, these credit facilities expired and the investment companies entered into credit facilities with a third party.

219

 

Note 28 – 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.

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 December 31, 2021 and 2020:

220

 

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)

221

 

At December 31, 2020

(In thousands)

Level 1

Level 2

Level 3

Total

RECURRING FAIR VALUE MEASUREMENTS

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Debt securities available-for-sale:

 

 

 

 

 

 

 

 

U.S. Treasury securities

$

3,499,781

$

7,288,259

$

-

$

10,788,040

Obligations of U.S. Government sponsored entities

 

-

 

60,184

 

-

 

60,184

Collateralized mortgage obligations - federal agencies

 

-

 

392,132

 

-

 

392,132

Mortgage-backed securities

 

-

 

10,319,547

 

1,014

 

10,320,561

Other

 

-

 

235

 

-

 

235

Total debt securities available-for-sale

$

3,499,781

$

18,060,357

$

1,014

$

21,561,152

Trading account debt securities, excluding derivatives:

 

 

 

 

 

 

 

 

U.S. Treasury securities

$

11,506

$

-

$

-

$

11,506

Obligations of Puerto Rico, States and political subdivisions

 

-

 

103

 

-

 

103

Collateralized mortgage obligations

 

-

 

68

 

278

 

346

Mortgage-backed securities

 

-

 

24,338

 

-

 

24,338

Other

 

-

 

-

 

381

 

381

Total trading account debt securities, excluding derivatives

$

11,506

$

24,509

$

659

$

36,674

Equity securities

$

-

$

29,590

$

-

$

29,590

Mortgage servicing rights

 

-

 

-

 

118,395

 

118,395

Derivatives

 

-

 

20,785

 

-

 

20,785

Total assets measured at fair value on a recurring basis

$

3,511,287

$

18,135,241

$

120,068

$

21,766,596

Liabilities

 

 

 

 

 

 

 

 

Derivatives

$

-

$

(18,925)

$

-

$

(18,925)

Total liabilities measured at fair value on a recurring basis

$

-

$

(18,925)

$

-

$

(18,925)

 

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 years ended December 31, 2021, 2020 and 2019 and excludes nonrecurring fair value measurements of assets no longer outstanding as of the reporting date.

 

222

 

Year ended December 31, 2021

(In thousands)

Level 1

Level 2

Level 3

Total

 

 

NONRECURRING FAIR VALUE MEASUREMENTS

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Write-downs

Loans[1]

$

-

$

-

$

21,167

$

21,167

$

(3,721)

Other real estate owned[2]

 

-

 

-

 

7,727

 

7,727

 

(1,579)

Other foreclosed assets[2]

 

-

 

-

 

68

 

68

 

(33)

Long-lived assets held-for-sale[3]

 

-

 

-

 

9,007

 

9,007

 

(5,320)

Trademark[4]

 

-

 

-

 

156

 

156

 

(5,404)

Total assets measured at fair value on a nonrecurring basis

$

-

$

-

$

38,125

$

38,125

$

(16,057)

[1] Relates mostly 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.

[4] Represents the fair value of a trademark due to a write-down on impairment.

Year ended December 31, 2020

 

 

 

 

 

 

 

 

 

 

(In thousands)

Level 1

Level 2

Level 3

Total

 

 

NONRECURRING FAIR VALUE MEASUREMENTS

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Write-downs

Loans[1]

$

-

$

-

$

74,511

$

74,511

$

(15,290)

Loans held-for-sale[2]

 

-

 

-

 

2,738

 

2,738

 

(1,311)

Other real estate owned[3]

 

-

 

-

 

20,123

 

20,123

 

(3,325)

Other foreclosed assets[3]

 

-

 

-

 

116

 

116

 

(148)

ROU assets[4]

 

-

 

-

 

446

 

446

 

(15,920)

Leasehold improvements[4]

 

-

 

-

 

126

 

126

 

(2,084)

Total assets measured at fair value on a nonrecurring basis

$

-

$

-

$

98,060

$

98,060

$

(38,078)

[1] Relates mostly 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] The impairment was measured based on the sublease rental value of the branches that were subject to the strategic realignment of PB's New Metro Branch network.

223

 

Year ended December 31, 2019

 

 

 

 

 

 

 

 

 

 

(In thousands)

Level 1

Level 2

Level 3

Total

 

 

NONRECURRING FAIR VALUE MEASUREMENTS

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Write-downs

Loans[1]

$

-

$

-

$

35,363

$

35,363

$

(13,533)

Other real estate owned[2]

 

-

 

-

 

18,132

 

18,132

 

(3,526)

Other foreclosed assets[2]

 

-

 

-

 

1,213

 

1,213

 

(156)

Long-lived assets held-for-sale[3]

 

-

 

-

 

2,500

 

2,500

 

(2,591)

Total assets measured at fair value on a nonrecurring basis

$

-

$

-

$

57,208

$

57,208

$

(19,806)

[1] Relates mostly 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 years ended December 31, 2021, 2020, and 2019.

 

Year ended December 31, 2021

 

 

MBS

 

 

Other

 

 

 

 

 

 

 

 

 

 

classified

CMOs

securities

 

 

 

 

 

 

 

 

 

 

as debt

classified

classified

 

 

 

 

 

 

 

 

 

 

securities

as trading

as trading

Mortgage

 

 

 

 

 

 

available-

account debt

account debt

servicing

Total

Contingent

Total

(In thousands)

for-sale

securities

securities

rights

assets

Consideration

liabilities

Balance at January 1, 2021

$

1,014

$

278

$

381

$

118,395

$

120,068

$

-

$

-

Gains (losses) included in earnings

 

-

 

(1)

 

(101)

 

(10,216)

 

(10,318)

 

-

 

-

Gains (losses) included in OCI

 

(13)

 

-

 

-

 

-

 

(13)

 

-

 

-

Additions

 

-

 

29

 

-

 

13,391

 

13,419

 

9,241

 

9,241

Settlements

 

(175)

 

(107)

 

-

 

-

 

(282)

 

-

 

-

Balance at December 31, 2021

$

826

$

198

$

280

$

121,570

$

122,874

$

9,241

$

9,241

Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2021

$

-

$

(1)

$

(45)

$

6,410

$

6,364

$

-

 

-

224

 

 

Year ended December 31, 2020

 

 

MBS

 

 

Other

 

 

 

 

 

 

classified

CMOs

securities

 

 

 

 

 

 

as debt

classified

classified

 

 

 

 

 

 

securities

as trading

as trading

Mortgage

 

 

 

available-

account debt

account debt

servicing

Total

(In thousands)

for-sale

securities

securities

rights

assets

Balance at January 1, 2020

$

1,182

$

530

$

440

$

150,906

$

153,058

Gains (losses) included in earnings

 

-

 

(1)

 

(59)

 

(42,055)

 

(42,115)

Gains (losses) included in OCI

 

(18)

 

-

 

-

 

-

 

(18)

Additions

 

-

 

4

 

-

 

9,544

 

9,548

Settlements

 

(150)

 

(255)

 

-

 

-

 

(405)

Balance at December 31, 2020

$

1,014

$

278

$

381

$

118,395

$

120,068

Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2020

$

-

$

-

$

27

$

(19,327)

$

(19,300)

 

 

Year ended December 31, 2019

 

 

MBS

 

 

 

 

Other

 

 

 

 

 

 

classified

CMOs

 

 

securities

 

 

 

 

 

 

as debt

classified

MBS

classified

 

 

 

 

 

 

securities

as trading

classified as

as trading

Mortgage

 

 

 

available-

account debt

trading account

account debt

servicing

Total

(In thousands)

for-sale

securities

debt securities

securities

rights

assets

Balance at January 1, 2019

$

1,233

$

611

$

43

$

485

$

169,777

$

172,149

Gains (losses) included in earnings

 

-

 

(1)

 

(1)

 

(45)

 

(27,516)

 

(27,563)

Gains (losses) included in OCI

 

(1)

 

-

 

-

 

-

 

-

 

(1)

Additions

 

-

 

71

 

25

 

-

 

9,143

 

9,239

Settlements

 

(50)

 

(151)

 

(41)

 

-

 

(498)

 

(740)

Transfers out of Level 3

 

-

 

-

 

(26)

 

-

 

-

 

(26)

Balance at December 31, 2019

$

1,182

$

530

$

-

$

440

$

150,906

$

153,058

Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2019

$

-

$

1

$

-

$

20

$

(14,190)

$

(14,169)

 

During the year ended December 31, 2019, certain MBS were transferred from Level 3 to Level 2 due to a change in valuation technique from an internally prepared pricing matrix to a bond’s theoretical value.

Gains and losses (realized and unrealized) included in earnings for the years ended December 31, 2021, 2020, and 2019 for Level 3 assets and liabilities included in the previous tables are reported in the consolidated statement of operations as follows:

 

 

2021

2020

2019

 

 

Total

Changes in unrealized

Total

Changes in unrealized

Total

Changes in unrealized

 

 

gains (losses)

gains (losses)

gains (losses)

gains (losses)

gains (losses)

gains (losses)

 

 

included

relating to assets still

included

relating to assets still

included

relating to assets still

(In thousands)

in earnings

held at reporting date

in earnings

held at reporting date

in earnings

held at reporting date

Mortgage banking activities

$

(10,216)

$

6,410

$

(42,055)

$

(19,327)

$

(27,516)

$

(14,190)

Trading account (loss) profit

 

(102)

 

(46)

 

(60)

 

27

 

(47)

 

21

Total

$

(10,318)

$

6,364

$

(42,115)

$

(19,300)

$

(27,563)

$

(14,169)

 

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 December 31, 2021 and 2020.

225

 

 

 

 

Fair value at

 

 

 

 

 

 

December 31,

 

 

 

 

 

(In thousands)

 

2021

 

Valuation technique

Unobservable inputs

Weighted average (range) [1]

CMO's - trading

$

198

 

Discounted cash flow model

Weighted average life

0.8 years (0.04 - 1.0 years)

 

 

 

 

 

 

 

Yield

3.6% (3.6% - 4.1%)

 

 

 

 

 

 

 

Prepayment speed

11.4% (10.1% - 17.2%)

 

Other - trading

$

280

 

Discounted cash flow model

Weighted average life

2.9 years

 

 

 

 

 

 

 

Yield

12.0%

 

 

 

 

 

 

 

Prepayment speed

10.8%

 

Loans held-in-portfolio

$

20,041

[2]

External appraisal

Haircut applied on

 

 

 

 

 

 

 

 

external appraisals

5.0%

 

Other real estate owned

$

3,631

[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.

 

 

 

 

Fair value at

 

 

 

 

 

 

December 31,

 

 

 

 

 

(In thousands)

 

2020

 

Valuation technique

Unobservable inputs

Weighted average (range) [1]

CMO's - trading

$

278

 

Discounted cash flow model

Weighted average life

1.2 years (0.6 - 1.4 years)

 

 

 

 

 

 

 

Yield

3.6% (3.6% - 4.1%)

 

 

 

 

 

 

 

Prepayment speed

17.7% (13.8% - 18.3%)

 

Other - trading

$

381

 

Discounted cash flow model

Weighted average life

3.6 years

 

 

 

 

 

 

 

Yield

12.0%

 

 

 

 

 

 

 

Prepayment speed

10.8%

 

Mortgage servicing rights

$

118,395

 

Discounted cash flow model

Prepayment speed

6.9% (0.3% - 24.6%)

 

 

 

 

 

 

 

Weighted average life

6.0 years (0.3 - 12.3 years)

 

 

 

 

 

 

 

Discount rate

11.1% (9.5% - 14.7%)

 

Loans held-in-portfolio

$

74,347

[2]

External appraisal

Haircut applied on

 

 

 

 

 

 

 

 

external appraisals

20.9% (10.0% - 40.0%)

 

Other real estate owned

$

14,926

[3]

External appraisal

Haircut applied on

 

 

 

 

 

 

 

 

external appraisals

22.1% (5.0% - 30.0%)

 

[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 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.

 

Following is a description of the Corporation’s valuation methodologies used for assets and liabilities measured at fair value. The disclosure requirements exclude certain financial instruments and all non-financial instruments. Accordingly, the aggregate fair value amounts of the financial instruments disclosed do not represent management’s estimate of the underlying value of the Corporation.

Trading account debt securities and debt securities available-for-sale

U.S. Treasury securities: The fair value of U.S. Treasury notes is based on yields that are interpolated from the constant maturity treasury curve. These securities are classified as Level 2. U.S. Treasury bills are classified as Level 1 given the high volume of trades and pricing based on those trades.

226

 

Obligations of U.S. Government sponsored entities: The Obligations of U.S. Government sponsored entities include U.S. agency securities, which fair value is based on an active exchange market and on quoted market prices for similar securities. The U.S. agency securities are classified as Level 2.

Obligations of Puerto Rico, States and political subdivisions: Obligations of Puerto Rico, States and political subdivisions include municipal bonds. The bonds are segregated and the like characteristics divided into specific sectors. Market inputs used in the evaluation process include all or some of the following: trades, bid price or spread, two sided markets, quotes, benchmark curves including but not limited to Treasury benchmarks, LIBOR and swap curves, market data feeds such as those obtained from municipal market sources, discount and capital rates, and trustee reports. The municipal bonds are classified as Level 2.

Mortgage-backed securities: Certain agency mortgage-backed securities (“MBS”) are priced based on a bond’s theoretical value derived from similar bonds defined by credit quality and market sector. Their fair value incorporates an option adjusted spread. The agency MBS are classified as Level 2. Other agency MBS such as GNMA Puerto Rico Serials are priced using an internally-prepared pricing matrix with quoted prices from local brokers dealers. These particular MBS are classified as Level 3.

Collateralized mortgage obligations: Agency collateralized mortgage obligations (“CMOs”) are priced based on a bond’s theoretical value derived from similar bonds defined by credit quality and market sector and for which fair value incorporates an option adjusted spread. The option adjusted spread model includes prepayment and volatility assumptions, ratings (whole loans collateral) and spread adjustments. These CMOs are classified as Level 2. Other CMOs, due to their limited liquidity, are classified as Level 3 due to the insufficiency of inputs such as executed trades, credit information and cash flows.

Corporate securities (included as “other” in the “available-for-sale” category): Given that the quoted prices are for similar instruments, these securities are classified as Level 2.

Corporate securities and interest-only strips (included as “other” in the “trading account debt securities” category): For corporate securities, quoted prices for these security types are obtained from broker dealers. Given that the quoted prices are for similar instruments or do not trade in highly liquid markets, these securities are classified as Level 2. Given that the fair value was estimated based on a discounted cash flow model using unobservable inputs, interest-only strips are classified as Level 3.

 

Equity securities

Equity securities are comprised principally of shares in closed-ended and open-ended mutual funds and other equity securities. Closed-end funds are traded on the secondary market at the shares’ market value. Open-ended funds are considered to be liquid, as investors can sell their shares continually to the fund and are priced at NAV. Mutual funds are classified as Level 2. Other equity securities that do not trade in highly liquid markets are also classified as Level 2, except for one equity security that do not have readily determinable fair value and is under an investment company is measured at NAV.

 

Mortgage servicing rights

Mortgage servicing rights (“MSRs”) do not trade in an active market with readily observable prices. MSRs are priced using a discounted cash flow model valuation performed by a third party. The discounted cash flow model incorporates assumptions that market participants would use in estimating future net servicing income, including portfolio characteristics, prepayments assumptions, discount rates, delinquency and foreclosure rates, late charges, other ancillary revenues, cost to service and other economic factors. Prepayment speeds are adjusted for the loans’ characteristics and portfolio behavior. Due to the unobservable nature of certain valuation inputs, the MSRs are classified as Level 3.

 

Derivatives

Interest rate caps and indexed options are traded in over-the-counter active markets. These derivatives are indexed to an observable interest rate benchmark, such as LIBOR or equity indexes, and are priced using an income approach based on present value and option pricing models using observable inputs. Other derivatives are liquid and have quoted prices, such as forward contracts or “to be announced securities” (“TBAs”). All of these derivatives are classified as Level 2. The non-performance risk is determined using internally-developed models that consider the collateral held, the remaining term, and the creditworthiness of the entity that bears the risk, and uses available public data or internally-developed data related to current spreads that denote their probability of default.

Contingent consideration liability

227

 

The fair value of the contingent consideration, which relates to earnout payments that could be payable to K2 over a three-year period, was calculated based on a discounted cash flow technique using the probability-weighted average from likely scenarios. This contingent consideration is classified as Level 3.

Loans held-in-portfolio that are collateral dependent

The impairment is 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 and which could be subject to internal adjustments. These collateral dependent loans are classified as Level 3.

Loans measured at fair value pursuant to lower of cost or fair value adjustments

Loans measured at fair value on a nonrecurring basis pursuant to lower of cost or fair value were priced based on secondary market prices and discounted cash flow models which incorporate internally-developed assumptions for prepayments and credit loss estimates. These loans are classified as Level 3.

Other real estate owned and other foreclosed assets

Other real estate owned includes real estate properties securing mortgage, consumer, and commercial loans. Other foreclosed assets include primarily automobiles securing auto loans. The fair value of foreclosed assets may be determined using an external appraisal, broker price opinion, or an internal valuation. These foreclosed assets are classified as Level 3 since they are subject to internal adjustments.

ROU assets and leasehold improvements

The impairment was measured based on the sublease rental value of the branches that were subject to the strategic realignment of PB’s New York Metro Branch network. These ROU assets and leasehold improvements are classified as Level 3.

Long-lived assets held-for-sale

The Corporation evaluates for impairment its long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and records a write down for the difference between the carrying amount and the fair value less cost to sell. These long-lived assets held-for-sale are classified as Level 3.

Trademark

The write-down on impairment of a trademark was based on the discontinuance of origination thru e-loan platform. This trademark is classified as Level 3.

228

 

Note 29 – 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 December 31, 2021 and December 31, 2020, 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.

 

229

 

 

 

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 28 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.

[2]

Refer to Note 17 to the Consolidated Financial Statements for the composition of other short-term borrowings.

230

 

 

 

December 31, 2020

 

Carrying

 

 

 

 

(In thousands)

amount

Level 1

Level 2

Level 3

Fair value

Financial Assets:

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

$

491,065

$

491,065

$

-

$

-

$

491,065

Money market investments

 

11,640,880

 

11,634,851

 

6,029

 

-

 

11,640,880

Trading account debt securities, excluding derivatives[1]

 

36,674

 

11,506

 

24,509

 

659

 

36,674

Debt securities available-for-sale[1]

 

21,561,152

 

3,499,781

 

18,060,357

 

1,014

 

21,561,152

Debt securities held-to-maturity:

 

 

 

 

 

 

 

 

 

 

 

Obligations of Puerto Rico, States and political subdivisions

$

70,768

$

-

$

-

$

83,298

$

83,298

 

Collateralized mortgage obligation-federal agency

 

31

 

-

 

-

 

32

 

32

 

Securities in wholly owned statutory business trusts

 

11,561

 

-

 

11,561

 

-

 

11,561

Total debt securities held-to-maturity

$

82,360

$

-

$

11,561

$

83,330

$

94,891

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

FHLB stock

$

49,799

$

-

$

49,799

$

-

$

49,799

 

FRB stock

 

93,045

 

-

 

93,045

 

-

 

93,045

 

Other investments

 

30,893

 

-

 

29,590

 

1,495

 

31,085

Total equity securities

$

173,737

$

-

$

172,434

$

1,495

$

173,929

Loans held-for-sale

$

99,455

$

-

$

-

$

102,189

$

102,189

Loans held-in-portfolio

 

28,488,946

 

-

 

-

 

27,098,297

 

27,098,297

Mortgage servicing rights

 

118,395

 

-

 

-

 

118,395

 

118,395

Derivatives

 

20,785

 

-

 

20,785

 

-

 

20,785

 

 

December 31, 2020

 

Carrying

 

 

 

 

(In thousands)

amount

Level 1

Level 2

Level 3

Fair value

Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

$

49,558,492

$

-

$

49,558,492

$

-

$

49,558,492

 

Time deposits

 

7,307,848

 

-

 

7,319,963

 

-

 

7,319,963

Total deposits

$

56,866,340

$

-

$

56,878,455

$

-

$

56,878,455

Assets sold under agreements to repurchase

$

121,303

$

-

$

121,257

$

-

$

121,257

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

FHLB advances

$

542,469

$

-

$

561,977

$

-

$

561,977

 

Unsecured senior debt securities

 

296,574

 

-

 

321,078

 

-

 

321,078

 

Junior subordinated deferrable interest debentures (related to trust preferred securities)

 

384,929

 

-

 

395,078

 

-

 

395,078

 

FRB advances

 

1,009

 

-

 

1,009

 

-

 

1,009

Total notes payable

$

1,224,981

$

-

$

1,279,142

$

-

$

1,279,142

Derivatives

$

18,925

$

-

$

18,925

$

-

$

18,925

[1]

Refer to Note 28 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.

 

The notional amount of commitments to extend credit at December 31, 2021 and December 31, 2020 is $ 9.5 billion and $9.3 billion, respectively, and represents the unused portion of credit facilities granted to customers. The notional amount of letters of credit at December 31, 2021 and December 31, 2020 is $ 31 million and $ 24 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.

 

231

 

Note 30 – Employee benefits

 

Certain employees of BPPR are covered by three non-contributory defined benefit pension plans, the Banco Popular de Puerto Rico Retirement Plan and two Restoration Plans (the “Pension Plans”). Pension benefits are based on age, years of credited service, and final average compensation.

The Pension Plans are currently closed to new hires and the accrual of benefits are frozen to all participants. The Pension Plans’ benefit formula is based on a percentage of average final compensation and years of service as of the plan freeze date. Normal retirement age under the retirement plan is age 65 with 5 years of service. Pension costs are funded in accordance with minimum funding standards under the Employee Retirement Income Security Act of 1974 (“ERISA”). Benefits under the Pension Plans are subject to the U.S. and Puerto Rico Internal Revenue Code limits on compensation and benefits. Benefits under restoration plans restore benefits to selected employees that are limited under the Banco Popular de Puerto Rico Retirement Plan due to U.S. and Puerto Rico Internal Revenue Code limits and a compensation definition that excludes amounts deferred pursuant to nonqualified arrangements.

In addition to providing pension benefits, BPPR provides certain health care benefits for certain retired employees (the “OPEB Plan”). Regular employees of BPPR, hired before February 1, 2000, may become eligible for health care benefits, provided they reach retirement age while working for BPPR.

The Corporation’s funding policy is to make annual contributions to the plans, when necessary, in amounts which fully provide for all benefits as they become due under the plans.

The Corporation’s pension fund investment strategy is to invest in a prudent manner for the exclusive purpose of providing benefits to participants. A well defined internal structure has been established to develop and implement a risk-controlled investment strategy that is targeted to produce a total return that, when combined with BPPR contributions to the fund, will maintain the fund’s ability to meet all required benefit obligations. Risk is controlled through diversification of asset types, such as investments in domestic and international equities and fixed income.

Equity investments include various types of stock and index funds. Also, this category includes Popular, Inc.’s common stock. Fixed income investments include U.S. Government securities and other U.S. agencies’ obligations, corporate bonds, mortgage loans, mortgage-backed securities and index funds, among others. A designated committee periodically reviews the performance of the pension plans’ investments and assets allocation. The Trustee and the money managers are allowed to exercise investment discretion, subject to limitations established by the pension plans’ investment policies. The plans forbid money managers to enter into derivative transactions, unless approved by the Trustee.

The overall expected long-term rate-of-return-on-assets assumption reflects the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation. The assumption has been determined by reflecting expectations regarding future rates of return for the plan assets, with consideration given to the distribution of the investments by asset class and historical rates of return for each individual asset class. This process is reevaluated at least on an annual basis and if market, actuarial and economic conditions change, adjustments to the rate of return may come into place.

The Pension Plans weighted average asset allocation as of December 31, 2021 and 2020 and the approved asset allocation ranges, by asset category, are summarized in the table below.

 

Minimum allotment

Maximum allotment

2021

2020

Equity

0

%

70

%

30

%

38

%

Debt securities

0

%

100

%

67

%

60

%

Popular related securities

0

%

5

%

2

%

1

%

Cash and cash equivalents

0

%

100

%

1

%

1

%

232

 

The following table sets forth by level, within the fair value hierarchy, the Pension Plans’ assets at fair value at December 31, 2021 and 2020. Investments measured at net asset value per share (“NAV”) as a practical expedient have not been classified in the fair value hierarchy, but are presented in order to permit reconciliation of the plans’ assets. During the year ended December 31, 2021 investments in certain government obligations classified as Level 2 were substituted by proprietary funds of a money manager that invest in government obligations that are measured at NAV.

 

 

2021

 

2020

(In thousands)

 

Level 1

 

Level 2

 

Level 3

 

Measured at NAV

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Measured at NAV

 

Total

Obligations of the U.S. Government, its agencies, states and political subdivisions

$

-

$

9,259

$

-

$

188,377

$

197,636

$

-

$

187,065

$

-

$

7,377

$

194,442

Corporate bonds and debentures

 

-

 

375,875

 

-

 

8,485

 

384,360

 

-

 

326,344

 

-

 

8,180

 

334,524

Equity securities - Common Stocks

 

41,414

 

-

 

-

 

-

 

41,414

 

101,081

 

-

 

-

 

-

 

101,081

Equity securities - ETF's

 

111,365

 

25,446

 

-

 

-

 

136,811

 

94,009

 

38,229

 

-

 

-

 

132,238

Foreign commingled trust funds

 

-

 

-

 

-

 

82,912

 

82,912

 

-

 

-

 

-

 

98,431

 

98,431

Mutual fund

 

-

 

5,262

 

-

 

-

 

5,262

 

-

 

4,526

 

-

 

-

 

4,526

Private equity investments

 

-

 

-

 

56

 

-

 

56

 

-

 

-

 

70

 

-

 

70

Cash and cash equivalents

 

7,523

 

-

 

-

 

-

 

7,523

 

9,626

 

-

 

-

 

-

 

9,626

Accrued investment income

 

-

 

-

 

4,510

 

-

 

4,510

 

-

 

-

 

3,847

 

-

 

3,847

Total assets

$

160,302

$

415,842

$

4,566

$

279,774

$

860,484

$

204,716

$

556,164

$

3,917

$

113,988

$

878,785

233

 

The closing prices reported in the active markets in which the securities are traded are used to value the investments.

Following is a description of the valuation methodologies used for investments measured at fair value:

Obligations of U.S. Government, its agencies, states and political subdivisions - The fair value of Obligations of U.S. Government and its agencies obligations are based on an active exchange market and on quoted market prices for similar securities. U.S. agency structured notes are priced based on a bond’s theoretical value from similar bonds defined by credit quality and market sector and for which the fair value incorporates an option adjusted spread in deriving their fair value. The fair value of municipal bonds are based on trade data on these instruments reported on Municipal Securities Rulemaking Board (“MSRB”) transaction reporting system or comparable bonds from the same issuer and credit quality. These securities are classified as Level 2, except for the governmental index funds that are measured at NAV.

Corporate bonds and debentures - Corporate bonds and debentures are valued at fair value at the closing price reported in the active market in which the bond is traded. These securities are classified as Level 2, except for the corporate bond funds that are measured at NAV.

Equity securities – common stocks - Equity securities with quoted market prices obtained from an active exchange market and high liquidity are classified as Level 1.

Equity securities – ETF’s – Exchange Traded Funds shares with quoted market prices obtained from an active exchange market. Highly liquid ETF’s are classified as Level 1 while less liquid ETF’s are classified as Level 2.

Foreign commingled trust fund- Collective investment funds are valued at the NAV of shares held by the plan at year end.

Mutual funds – Mutual funds are valued at the NAV of shares held by the plan at year end. Mutual funds are classified as Level 2.

Mortgage-backed securities – The fair value is based on trade data from brokers and exchange platforms where these instruments regularly trade. Certain agency mortgage and other asset backed securities (“MBS”) are priced based on a bond’s theoretical value from similar bonds defined by credit quality and market sector. Their fair value incorporates an option adjusted spread and prepayment projections. The agency MBS are classified as Level 2.

Private equity investments - Private equity investments include an investment in a private equity fund. The fund value is recorded at its net realizable value which is affected by the changes in the fair market value of the investments held in the fund. This fund is classified as Level 3.

Cash and cash equivalents - The carrying amount of cash and cash equivalents is a reasonable estimate of the fair value since it is available on demand or due to their short-term maturity. Cash and cash equivalents are classified as Level 1.

Accrued investment income – Given the short-term nature of these assets, their carrying amount approximates fair value. Since there is a lack of observable inputs related to instrument specific attributes, these are reported as Level 3.

The preceding valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following table presents the change in Level 3 assets measured at fair value.

234

 

(In thousands)

 

2021

 

2020

Balance at beginning of year

$

3,917

$

4,670

Purchases, sales, issuance and settlements (net)

 

649

 

(753)

Balance at end of year

$

4,566

$

3,917

 

There were no transfers in and/or out of Level 3 for financial instruments measured at fair value on a recurring basis during the years ended December 31, 2021 and 2020. There were no transfers in and/or out of Level 1 and Level 2 during the years ended December 31, 2021 and 2020.

Information on the shares of common stock held by the pension plans is provided in the table that follows.

(In thousands, except number of shares information)

 

2021

 

2020

Shares of Popular, Inc. common stock

 

167,182

 

162,936

Fair value of shares of Popular, Inc. common stock

$

13,716

$

9,177

Dividends paid on shares of Popular, Inc. common stock held by the plan

$

280

$

238

 

The following table presents the components of net periodic benefit cost for the years ended December 31, 2021, 2020 and 2019.

 

 

Pension Plans

 

OPEB Plan

(In thousands)

 

2021

 

2020

 

2019

 

2021

 

2020

 

2019

Personnel costs:

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

-

$

-

$

-

$

642

$

713

$

759

Other operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

15,993

 

23,389

 

28,439

 

3,573

 

4,913

 

5,955

Expected return on plan assets

 

(38,679)

 

(38,104)

 

(32,388)

 

-

 

-

 

-

Recognized net actuarial loss

 

18,876

 

20,880

 

23,508

 

1,873

 

567

 

-

Net periodic benefit cost

$

(3,810)

$

6,165

$

19,559

$

6,088

$

6,193

$

6,714

Total benefit cost

$

(3,810)

$

6,165

$

19,559

$

6,088

$

6,193

$

6,714

235

 

The following table sets forth the aggregate status of the plans and the amounts recognized in the consolidated financial statements at December 31, 2021 and 2020.

 

 

 

Pension Plans

 

OPEB Plan

(In thousands)

 

2021

 

2020

 

2021

 

2020

Change in benefit obligation:

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

$

914,353

$

852,551

$

179,210

$

168,681

Service cost

 

-

 

-

 

642

 

713

Interest cost

 

15,993

 

23,389

 

3,573

 

4,913

Actuarial (gain)/loss[1]

 

(34,297)

 

83,277

 

(17,286)

 

11,247

Benefits paid

 

(44,578)

 

(44,864)

 

(6,181)

 

(6,344)

Benefit obligation at end of year

$

851,471

$

914,353

$

159,958

$

179,210

Change in fair value of plan assets:

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

$

878,785

$

799,935

$

-

$

-

Actual return on plan assets

 

26,049

 

123,484

 

-

 

-

Employer contributions

 

228

 

230

 

6,181

 

6,344

Benefits paid

 

(44,578)

 

(44,864)

 

(6,181)

 

(6,344)

Fair value of plan assets at end of year

$

860,484

$

878,785

$

-

$

-

Funded status of the plan:

 

 

 

 

 

 

 

 

Benefit obligation at end of year

$

(851,471)

$

(914,353)

$

(159,958)

$

(179,210)

Fair value of plan assets at end of year

 

860,484

 

878,785

 

-

 

-

Funded status at year end

$

9,013

$

(35,568)

$

(159,958)

$

(179,210)

Amounts recognized in accumulated other comprehensive loss:

 

 

 

 

 

 

 

 

Net loss

 

225,356

 

265,899

 

12,993

 

32,152

Accumulated other comprehensive loss (AOCL)

$

225,356

$

265,899

$

12,993

$

32,152

Reconciliation of net (liabilities) assets:

 

 

 

 

 

 

 

 

Net liabilities at beginning of year

$

(35,568)

$

(52,616)

$

(179,210)

$

(168,681)

Amount recognized in AOCL at beginning of year, pre-tax

 

265,899

 

288,882

 

32,152

 

21,472

Amount prepaid at beginning of year

 

230,331

 

236,266

 

(147,058)

 

(147,209)

Net periodic benefit cost

 

3,810

 

(6,165)

 

(6,088)

 

(6,193)

Contributions

 

228

 

230

 

6,181

 

6,344

Amount prepaid at end of year

 

234,369

 

230,331

 

(146,965)

 

(147,058)

Amount recognized in AOCL

 

(225,356)

 

(265,899)

 

(12,993)

 

(32,152)

Net asset/(liabilities) at end of year

$

9,013

$

(35,568)

$

(159,958)

$

(179,210)

[1]

For 2021, significant components of the Pension Plans actuarial gain that changed the benefit obligation were mainly related to an increase in the single weighted-average discount rates partially offset by a lower return on the fair value of plan assets. For OPEB Plans significant components of the actuarial gain that change the benefit obligation were mainly related to an increase in discount rates and the per capita claim assumption at year-end which was lower than expected. The per capita claim methodology for the fully insured Medicare Advantage plans changed from age-based per capita cost to cost that do not vary by age. For 2020, significant components of the Pension Plans actuarial loss that changed the benefit obligation were mainly related to a decrease in discount rates partially offset by a greater return on the fair value of plan assets. For OPEB Plans significant components of the actuarial loss that change the benefit obligation were mainly related to a decrease in discount rates partially offset by the per capita claim assumption at year-end which was lower than expected and the healthcare trend rate assumption which was updated at year-end.

 

236

 

The following table presents the change in accumulated other comprehensive loss (“AOCL”), pre-tax, for the years ended December 31, 2021 and 2020.

(In thousands)

 

Pension Plans

 

OPEB Plan

 

 

 

2021

 

2020

 

2021

 

2020

Accumulated other comprehensive loss at beginning of year

$

265,899

$

288,882

$

32,152

$

21,472

Increase (decrease) in AOCL:

 

 

 

 

 

 

 

 

Recognized during the year:

 

 

 

 

 

 

 

 

 

Amortization of actuarial losses

 

(18,876)

 

(20,880)

 

(1,873)

 

(567)

Occurring during the year:

 

 

 

 

 

 

 

 

 

Net actuarial (gains)/losses

 

(21,667)

 

(2,103)

 

(17,286)

 

11,247

Total (decrease) increase in AOCL

 

(40,543)

 

(22,983)

 

(19,159)

 

10,680

Accumulated other comprehensive loss at end of year

$

225,356

$

265,899

$

12,993

$

32,152

 

The Corporation estimates the service and interest cost components utilizing a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows.

To determine benefit obligation at year end, the Corporation used a weighted average of annual spot rates applied to future expected cash flows for years ended December 31, 2021 and 2020.

The following table presents the discount rate and assumed health care cost trend rates used to determine the benefit obligation and net periodic benefit cost for the plans:

 

 

Pension Plans

 

OPEB Plan

Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:

2021

 

2020

 

2019

 

2021

 

2020

 

2019

 

Discount rate for benefit obligation

2.41 - 2.48

%

3.22 - 3.27

%

4.20 - 4.23

%

2.65

%

3.38

%

4.30

%

Discount rate for service cost

N/A

 

N/A

 

N/A

 

3.09

%

3.72

%

4.49

%

Discount rate for interest cost

1.76 - 1.80

%

2.81 - 2.83

%

3.87 - 3.90

%

2.03

%

2.98

%

3.99

%

Expected return on plan assets

4.60 - 5.50

%

5.00 - 5.80

%

5.30 - 6.00

%

N/A

 

N/A

 

N/A

 

Initial health care cost trend rate

N/A

 

N/A

 

N/A

 

5.00

%

5.00

%

5.00

%

Ultimate health care cost trend rate

N/A

 

N/A

 

N/A

 

4.50

%

5.00

%

5.00

%

Year that the ultimate trend rate is reached

N/A

 

N/A

 

N/A

 

2023

 

2020

 

2019

 

 

 

 

 

 

 

Pension Plans

OPEB Plan

Weighted average assumptions used to determine benefit obligation at December 31:

2021

 

2020

 

2021

 

2020

 

Discount rate for benefit obligation

 

 

 

 

2.79-2.83

%

2.41-2.48

%

2.94

%

2.65

%

Initial health care cost trend rate

 

 

 

 

N/A

 

N/A

 

4.75

%

5.00

%

Ultimate health care cost trend rate

 

 

 

 

N/A

 

N/A

 

4.50

%

4.50

%

Year that the ultimate trend rate is reached

 

 

 

 

N/A

 

N/A

 

2023

 

2023

 

237

 

The following table presents information for plans with a projected benefit obligation and accumulated benefit obligation in excess of plan assets for the years ended December 31, 2021 and 2020.

 

 

 

Pension Plans

 

OPEB Plan

(In thousands)

 

2021

 

2020

 

2021

 

2020

Projected benefit obligation

$

851,471

$

914,353

$

159,958

$

179,210

Accumulated benefit obligation

 

851,471

 

914,353

 

159,958

 

179,210

Fair value of plan assets

 

860,484

 

878,785

 

-

 

-

 

The Corporation expects to pay the following contributions to the plans during the year ended December 31, 2022.

(In thousands)

2022

Pension Plans

$

227

OPEB Plan

$

5,971

 

Benefit payments projected to be made from the plans during the next ten years are presented in the table below.

(In thousands)

 

Pension Plans

 

OPEB Plan

2022

$

48,339

$

5,971

2023

 

45,409

 

6,117

2024

 

45,598

 

6,293

2025

 

45,742

 

6,458

2026

 

45,824

 

6,667

2027 - 2031

 

226,642

 

35,807

238

 

The table below presents a breakdown of the plans’ assets and liabilities at December 31, 2021 and 2020.

 

 

 

Pension Plans

 

OPEB Plan

(In thousands)

 

2021

 

2020

 

2021

 

2020

Non-current assets

$

17,792

$

-

$

-

$

-

Current liabilities

 

227

 

229

 

5,959

 

6,328

Non-current liabilities

 

8,552

 

35,339

 

153,999

 

172,882

 

Savings plans

The Corporation also provides defined contribution savings plans pursuant to Section 1081.01(d) of the Puerto Rico Internal Revenue Code and Section 401(k) of the U.S. Internal Revenue Code, as applicable, for substantially all the employees of the Corporation. Investments in the plans are participant-directed, and employer matching contributions are determined based on the specific provisions of each plan. Employees are fully vested in the employer’s contribution after five years of service. The cost of providing these benefits in the year ended December 31, 2021 was $13.3 million (2020 - $14.0 million, 2019 - $15.1 million).

The plans held 1,279,982 (2020 – 1,362,593) shares of common stock of the Corporation with a market value of approximately $105 million at December 31, 2021 (2020 - $77 million).

239

 

Note 31 – Net income per common share

The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the years ended December 31, 2021, 2020 and 2019:

 

(In thousands, except per share information)

 

 

2021

 

2020

 

2019

Net income

 

$

934,889

$

506,622

$

671,135

Preferred stock dividends

 

 

(1,412)

 

(1,758)

 

(3,723)

Net income applicable to common stock

 

$

933,477

$

504,864

$

667,412

Average common shares outstanding

 

 

81,263,027

 

85,882,371

 

96,848,835

Average potential dilutive common shares

 

 

157,127

 

92,888

 

148,965

Average common shares outstanding - assuming dilution

 

 

81,420,154

 

85,975,259

 

96,997,800

Basic EPS

 

$

11.49

$

5.88

$

6.89

Diluted EPS

 

$

11.46

$

5.87

$

6.88

 

 

As disclosed in Note 20, as of September 30, 2021, the Corporation completed its $350 million accelerated share repurchase transaction (“ASR”) and, in connection therewith, received an initial delivery of 3,785,831 shares of common stock during the second quarter of 2021 and 828,965 additional shares of common stock during the third quarter of 2021. 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 ASR, which amounted to $75.84.

 

Potential common shares consist of shares of common stock issuable under the assumed exercise of stock options, restricted stock and performance share awards using the treasury stock method. This method assumes that the potential common shares are issued and the proceeds from exercise, in addition to the amount of compensation cost attributed to future services, are used to purchase shares of common stock at the exercise date. The difference between the number of potential common shares issued and the shares of common stock purchased is added as incremental shares to the actual number of shares outstanding to compute diluted earnings per share. Warrants, stock options, restricted stock and performance share awards, if any, that result in lower potential common shares issued than shares of common stock purchased under the treasury stock method are not included in the computation of dilutive earnings per share since their inclusion would have an antidilutive effect in earnings per common share.

240

 

Note 32 – Revenue from contracts with customers

The following table presents the Corporation’s revenue streams from contracts with customers by reportable segment for the years ended December 31, 2021, 2020 and 2019.

 

 

 

 

Years ended December 31,

(In thousands)

 

2021

2020

2019

 

 

 

 

BPPR

 

Popular U.S.

 

BPPR

 

Popular U.S.

 

BPPR

 

Popular U.S.

Service charges on deposit accounts

 

$

151,453

$

11,245

$

136,703

$

11,120

$

146,384

$

14,549

Other service fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debit card fees

 

 

47,681

 

956

 

38,685

 

967

 

46,066

 

1,076

 

Insurance fees, excluding reinsurance

 

 

40,929

 

3,798

 

35,799

 

2,484

 

42,995

 

3,803

 

Credit card fees, excluding late fees and membership fees

 

 

117,418

 

1,052

 

88,091

 

831

 

86,884

 

866

 

Sale and administration of investment products

 

 

23,634

 

-

 

21,755

 

-

 

23,072

 

-

 

Trust fees

 

 

24,855

 

-

 

21,700

 

-

 

21,198

 

-

Total revenue from contracts with customers

[1]

$

405,970

$

17,051

$

342,733

$

15,402

$

366,599

$

20,294

[1] The amounts include intersegment transactions of $4.1 million, $4.3 million and $3.8 million, respectively, for the years ended December 31, 2021, 2020 and 2019.

 

 

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.

 

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

241

 

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.

242

 

Note 33 – 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 32.0 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 14 and Note 19, 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.

 

On October 27, 2020, PB, the United States mainland banking subsidiary of the Corporation, authorized and approved a strategic realignment of its New York Metro branch network that resulted in eleven branch closures, of which nine were leased properties. The branch closures were completed on January 29, 2021. An impairment loss of ROU assets amounting to $15.9 million was recognized in connection with this transaction during the fourth quarter of 2020.

 

The following table presents the undiscounted cash flows of operating and finance leases for each of the following periods:

 

December 31, 2021

(In thousands)

 

2022

 

2023

 

2024

 

2025

 

2026

 

Later Years

 

Total Lease Payments

 

Less: Imputed Interest

 

Total

Operating Leases

$

30,044

$

27,956

$

26,550

$

23,619

$

15,187

$

50,912

$

174,268

$

(20,154)

$

154,114

Finance Leases

 

3,402

 

3,491

 

3,589

 

3,701

 

3,350

 

5,501

 

23,034

 

(3,315)

 

19,719

 

 

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

 

 

 

 

Years ended December 31,

(In thousands)

2021

 

2020

2019

Finance lease cost:

 

 

 

 

 

 

 

Amortization of ROU assets

$

2,006

$

2,215

$

1,701

 

Interest on lease liabilities

 

1,044

 

1,185

 

1,194

Operating lease cost

 

29,970

 

31,674

 

30,664

Short-term lease cost

 

647

 

214

 

252

Variable lease cost

 

93

 

51

 

97

Sublease income

 

(70)

 

(113)

 

(113)

Net gain recognized from sale and leaseback transaction[1]

 

(7,007)

 

(5,550)

 

-

Impairment of operating ROU assets[2]

 

-

 

14,805

 

-

Impairment of finance ROU assets[2]

 

-

 

1,115

 

-

Total lease cost[3]

$

26,683

$

45,596

$

33,795

[1]

During the quarter ended September 30, 2021, the Corporation recognized the transfer of two corporate office buildings as a sale. During the quarter ended June 30, 2020, the Corporation recognized the transfer of the Caparra Center 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]

Impairment loss recognized during the fourth quarter of 2020 in connection with the closure of nine branches as a result of the strategic realignment of PB’s New York Metro branch network.

[3]

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.

 

243

 

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

 

 

 

 

Years ended December 31,

(Dollars in thousands)

 

2021

 

2020

 

2019

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases[1]

$

38,288

$

41,650

$

30,073

 

Operating cash flows from finance leases

 

1,044

 

1,185

 

1,200

 

Financing cash flows from finance leases[1]

 

2,852

 

3,145

 

1,726

ROU assets obtained in exchange for new lease obligations:

 

 

 

 

 

 

 

Operating leases[2]

$

24,136

$

14,975

$

28,430

 

Finance leases

 

-

 

4,510

 

661

Weighted-average remaining lease term:

 

 

 

 

 

 

 

 

 

 

Operating leases

 

7.9

years

 

8.0

years

 

8.7

years

 

Finance leases

 

8.3

years

 

8.9

years

 

7.3

years

Weighted-average discount rate:

 

 

 

 

 

 

 

 

 

 

Operating leases

 

2.7

%

 

3.0

%

 

3.4

%

 

Finance leases

 

5.0

%

 

5.0

%

 

5.9

%

[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 December 31, 2021, the Corporation has an additional operating lease contract that has not yet commenced with an undiscounted contract amount of $2.3 million, which will have a lease term of 20 years.

244

 

Note 34 - 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 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 for 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 is determined based on a two-prong vesting schedule. The first part is vested ratably over five years commencing at the date of grant (the “graduated vesting portion”) and the second part is vested at termination of employment after attaining 55 years of age and 10 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. The vesting schedule for restricted shares granted on or after 2014 and prior to 2021 was modified as follows: the graduated vesting portion is vested ratably over four years commencing at the date of the grant and the retirement vesting portion is vested 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 graduated vesting portion is accelerated at termination of employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service. Restricted stock granted on or after 2021 will vest ratably in equal annual installments over a period of 4 years or 3 years, depending in the classification of the employee.

 

The performance share award 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 the Absolute Earnings per Share (“EPS”) goals. For grants issued on 2020 and 2021, the EPS goal is substituted by the Absolute Return on Average Assets (“ROA”) goal and the Absolute Return on Average Tangible Common Equity (“ROATCE”) respectively. 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 EPS, 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 EPS, ROA goal as of each reporting period. The TSR and EPS, 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 (EPS, 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.

 

245

 

(Not in thousands)

Shares

 

Weighted-average grant date fair value

Non-vested at January 1, 2019

382,186

$

36.41

Granted

218,169

 

55.55

Performance Shares Quantity Adjustment

15,061

 

55.72

Vested

(270,051)

 

44.73

Non-vested at December 31, 2019

345,365

$

41.68

Granted

253,943

 

42.49

Performance Shares Quantity Adjustment

(7)

 

48.79

Vested

(234,421)

 

42.64

Forfeited

(6,368)

 

44.26

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

 

 

During the year ended December 31, 2021, 120,105 shares of restricted stock (2020 - 213,511; 2019 - 152,773) and 71,374 performance shares (2020 - 40,432; 2019 - 65,396) were awarded to management under the Incentive Plan.

During the year ended December 31, 2021, the Corporation recognized $8.6 million of restricted stock expense related to management incentive awards, with a tax benefit of $1.6 million (2020 - $7.6 million, with a tax benefit of $1.3 million; 2019 - $7.7 million, with a tax benefit of $1.2 million). During the year ended December 31, 2021, the fair market value of the restricted stock vested was $11.6 million at grant date and $18.6 million at vesting date. This triggers a windfall of $2.5 million that was recorded as a reduction on income tax expense. During the year ended December 31, 2021 the Corporation recognized $5.8 million of performance shares expense, with a tax benefit of $0.5 million (2020 - $2.3 million, with a tax benefit of $0.2 million; 2019 - $4.6 million, with a tax benefit of $0.3 million). The total unrecognized compensation cost related to non-vested restricted stock awards to members of management at December 31, 2021 was $8.9 million and is expected to be recognized over a weighted-average period of 2.1 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

 

Weighted-average grant date fair value

RSU

 

Weighted-average grant date fair value

Non-vested at January 1, 2019

-

 

-

-

 

-

Granted

1,052

$

49.25

27,449

$

57.64

Vested

(1,052)

 

49.25

(27,449)

 

57.64

Forfeited

-

 

-

-

 

-

Non-vested at December 31, 2019

-

 

-

-

 

-

Granted

-

$

-

43,866

$

35.47

Vested

-

 

-

(43,866)

 

35.47

Forfeited

-

 

-

-

 

-

Non-vested at December 31, 2020

-

 

-

-

 

-

Granted

-

$

-

20,638

$

78.20

Vested

-

 

-

(20,638)

 

78.20

Forfeited

-

 

-

-

 

-

Non-vested at December 31, 2021

-

 

-

-

 

-

246

 

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 RSU award until their retirement. To the extent that cash dividends are paid on the Corporation’s outstanding common stock, the Directors holding RSUs will receive an additional number of RSUs that reflect a reinvested dividend equivalent.

For 2019, Directors elected shares of restricted stock and RSUs and for 2020 and 2021, all Directors elected RSUs. For the year ended December 31, 2021, 20,638 RSUs were granted to the Directors (2020 - 43,866; 2019 - 1,052; shares of restricted stock and 27,449 RSUs). For the year ended December 31, 2021, $1.9 million of restricted stock expense related to these RSUs was recognized, with a tax benefit of $0.4 million (2020 - $1.6 million with a tax benefit of $0.3 million; 2019 - $52 thousand with a tax benefit of $6 thousand for shares of restricted stock and $1.6 million with a tax benefit of $0.2 million for RSUs). The fair value at vesting date of the RSUs vested during the year ended December 31, 2021 for the Directors was $1.6 million.

 

 

247

 

Note 35 – Income taxes

The components of income tax expense for the years ended December 31, are summarized in the following table.

 

(In thousands)

 

2021

 

2020

 

2019

Current income tax (benefit) expense:

 

 

 

 

 

 

Puerto Rico

$

69,415

$

33,281

$

2,251

Federal and States

 

10,232

 

3,613

 

3,598

Subtotal

 

79,647

 

36,894

 

5,849

Deferred income tax expense (benefit):

 

 

 

 

 

 

Puerto Rico

 

179,688

 

69,300

 

123,337

Federal and States

 

49,683

 

5,744

 

17,995

Subtotal

 

229,371

 

75,044

 

141,332

Total income tax expense

$

309,018

$

111,938

$

147,181

 

The reasons 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:

 

 

 

 

2021

 

 

2020

 

 

2019

 

(In thousands)

 

Amount

% of pre-tax income

 

 

Amount

% of pre-tax income

 

 

Amount

% of pre-tax income

 

Computed income tax at statutory rates

$

466,465

38

%

$

231,960

38

%

$

306,869

38

%

Benefit of net tax exempt interest income

 

(139,426)

(12)

 

 

(126,232)

(20)

 

 

(145,597)

(18)

 

Effect of income subject to preferential tax rate

 

(11,981)

(1)

 

 

(10,141)

(2)

 

 

(9,562)

(1)

 

Deferred tax asset valuation allowance

 

20,932

2

 

 

15,276

2

 

 

16,992

2

 

Difference in tax rates due to multiple jurisdictions

 

(30,719)

(3)

 

 

(1,903)

-

 

 

(12,888)

(2)

 

Adjustment in net deferred tax due to change in the applicable tax rate

 

-

-

 

 

-

-

 

 

(6,559)

(1)

 

Unrecognized tax benefits

 

(5,484)

-

 

 

(2,163)

-

 

 

-

-

 

State and local taxes

 

14,629

1

 

 

4,350

-

 

 

4,749

1

 

Others

 

(5,398)

-

 

 

791

-

 

 

(6,823)

(1)

 

Income tax expense

$

309,018

25

%

$

111,938

18

%

$

147,181

18

%

 

For the year ended December 31, 2021, the Corporation recorded income tax expense of $309.0 million, compared to $111.9 million for the previous year. The increase in income tax expense was mainly due to higher pre-tax income during the year 2021 as compared to year 2020 resulting primarily from a lower provision for credit losses partially offset by higher net exempt interest income and higher income from the U.S. operations subject to lower statutory tax rate.

 

The results for the year 2019 include an additional income tax benefit of $26 million related to the revision of the amount of exempt income earned in prior years, that resulted in the amendment of income tax returns for Banco Popular de Puerto Rico for the years 2015 to 2017 and certain adjustments pertaining to tax periods for which the statute of limitations had expired.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Significant components of the Corporation’s deferred tax assets and liabilities at December 31 were as follows:

248

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

December 31, 2020

(In thousands)

 

PR

 

US

 

Total

Deferred tax assets:

 

 

 

 

 

 

Tax credits available for carryforward

$

3,003

$

5,269

$

8,272

Net operating loss and other carryforward available

 

124,355

 

698,842

 

823,197

Postretirement and pension benefits

 

80,179

 

-

 

80,179

Deferred loan origination fees

 

12,079

 

(2,652)

 

9,427

Allowance for credit losses

 

373,010

 

38,606

 

411,616

Accelerated depreciation

 

3,439

 

5,390

 

8,829

FDIC-assisted transaction

 

152,665

 

-

 

152,665

Intercompany deferred gains

 

1,728

 

-

 

1,728

Lease liability

 

22,790

 

18,850

 

41,640

Difference in outside basis from pass-through entities

 

61,222

 

-

 

61,222

Other temporary differences

 

38,954

 

7,344

 

46,298

 

Total gross deferred tax assets

 

873,424

 

771,649

 

1,645,073

Deferred tax liabilities:

 

 

 

 

 

 

Indefinite-lived intangibles

 

73,305

 

37,745

 

111,050

Unrealized net gain (loss) on trading and available-for-sale securities

 

67,003

 

8,595

 

75,598

Right of use assets

 

20,708

 

15,510

 

36,218

Other temporary differences

 

50,247

 

1,169

 

51,416

 

Total gross deferred tax liabilities

 

211,263

 

63,019

 

274,282

Valuation allowance

 

112,871

 

407,225

 

520,096

Net deferred tax asset

$

549,290

$

301,405

$

850,695

 

249

 

The net deferred tax asset shown in the table above at December 31, 2021 is reflected in the consolidated statements of financial condition as $0.7 billion in net deferred tax assets (in the “other assets” caption) (2020 - $0.9 billion in deferred tax asset in the “other assets” caption) and $825 thousand in deferred tax liabilities (in the “other liabilities” caption) (2020 - $897 thousand in deferred tax liabilities in the “other liabilities” caption), reflecting the aggregate deferred tax assets or liabilities of individual tax-paying subsidiaries of the Corporation.

The deferred tax asset related to the NOLs outstanding at December 31, 2021 expires as follows:

 

(In thousands)

 

 

2022

$

396

2023

 

1,363

2024

 

9,310

2025

 

13,516

2026

 

13,367

2027

 

15,202

2028

 

288,395

2029

 

119,297

2030

 

120,255

2031

 

117,210

2032

 

22,758

2033

 

10,749

2034

 

44,473

2035

 

1,079

2036

 

125

 

$

777,495

 

 

At December 31, 2021 the net deferred tax asset of the U.S. operations amounted to $660 million with a valuation allowance of approximately $411 million, for a net deferred tax asset after valuation allowance of approximately $249 million. The Corporation evaluates the realization of the deferred tax asset by taxing jurisdiction. The U.S. operation is not in a cumulative three-year loss position and had sustained profitability for the three-year period ended December 31, 2021. Years 2020 and 2021 have been 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 year 2021 is 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 the uncertainty created by new variants of COVID-19. As of December 31, 2021, after weighting all positive and negative evidence, the Corporation concluded that it is more likely than not that approximately $249 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. Strong financial results during year 2022 together with the additional income expected from the recent acquisition of K2 assets, along with new tax initiatives could be considered additional positive evidence that, in the future, could overcome totally or partially the negative evidence evaluated as of December 31, 2021, that could result in future adjustments to the valuation allowance.

At December 31, 2021, the Corporation’s net deferred tax assets related to its Puerto Rico operations amounted to $408 million.

250

 

The Corporation’s Puerto Rico Banking operation is not in a cumulative loss position and has sustained profitability for the three year period ended December 31, 2021. This is considered a strong piece of objectively verifiable positive evidence that out weights 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 December 31, 2021. Management expects these losses will be a trend in future years. This objectively verifiable negative evidence is considered by management a strong negative evidence that will suggest that income in future years will be insufficient to support the realization of all deferred tax asset. 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 full valuation allowance on the deferred tax asset of $129 million as of December 2021.

Under the Puerto Rico Internal Revenue Code, the Corporation and its subsidiaries are treated as separate taxable entities and are not entitled to file consolidated tax returns. However, certain subsidiaries that are organized as limited liability companies with a partnership election are treated as pass-through entities for Puerto Rico tax purposes. The Code provides a dividends-received deduction of 100% on dividends received from “controlled” subsidiaries subject to taxation in Puerto Rico and 85% on dividends received from other taxable domestic corporations.

The Corporation’s subsidiaries in the United States file a consolidated federal income tax return. The intercompany settlement of taxes paid is based on tax sharing agreements which generally allocate taxes to each entity based on a separate return basis.

The following table presents a reconciliation of unrecognized tax benefits.

 

(In millions)

 

 

Balance at January 1, 2020

$

16.3

Reduction as a result of lapse of statute of limitations

 

(1.5)

Balance at December 31, 2020

$

14.8

Reduction as a result of lapse of statute of limitations

 

(11.3)

Balance at December 31, 2021

$

3.5

251

 

At December 31, 2021, the total amount of interest recognized in the statement of financial condition approximated $2.8 million (2020 - $4.8 million). The total interest expense recognized during 2021 was $892 thousand net of a reduction of $2.9 million due to the expiration of the statute of limitation (2020 - $2.0 million net of a reduction of $645 thousand). Management determined that, as of December 31, 2021 and 2020, 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 through earnings, would affect the Corporation’s effective tax rate, was approximately $5.5 million at December 31, 2021 (2020 - $10.2 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 statute of limitations, 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 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. As of December 31, 2021, 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. The Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which could amount to approximately $1.4 million, including interest.

252

 

Note 36 – Supplemental disclosure on the consolidated statements of cash flows

Additional disclosures on cash flow information and non-cash activities for the years ended December 31, 2021, 2020 and 2019 are listed in the following table:

 

(In thousands)

 

2021

 

2020

 

2019

Income taxes paid

$

64,997

$

13,045

$

14,461

Interest paid

 

170,442

 

240,342

 

369,383

Non-cash activities:

 

 

 

 

 

 

Loans transferred to other real estate

 

57,638

 

14,464

 

67,056

Loans transferred to other property

 

45,144

 

48,614

 

53,286

Total loans transferred to foreclosed assets

 

102,782

 

63,078

 

120,342

Loans transferred to other assets

 

7,219

 

7,117

 

16,503

Financed sales of other real estate assets

 

13,014

 

15,606

 

15,907

Financed sales of other foreclosed assets

 

43,060

 

34,492

 

30,840

Total financed sales of foreclosed assets

 

56,074

 

50,098

 

46,747

Financed sale of premises and equipment

 

31,085

 

31,350

 

-

Transfers from premises and equipment to long-lived assets held-for-sale

 

32,103

 

-

 

-

Transfers from loans held-in-portfolio to loans held-for-sale

 

69,890

 

82,299

 

-

Transfers from loans held-for-sale to loans held-in-portfolio

 

9,762

 

20,153

 

7,829

Loans securitized into investment securities[1]

 

732,533

 

508,071

 

458,758

Trades receivables from brokers and counterparties

 

64,824

 

64,092

 

39,364

Trades payable to brokers and counterparties

 

13,789

 

720,212

 

4,084

Recognition of mortgage servicing rights on securitizations or asset transfers

 

13,391

 

9,544

 

9,143

Loans booked under the GNMA buy-back option

 

19,798

 

24,244

 

72,480

Capitalization of Right of Use Assets

 

35,683

 

29,692

 

189,097

[1]

Includes loans securitized into trading securities and subsequently sold before year 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)

December 31, 2021

December 31, 2020

December 31, 2019

Cash and due from banks

$

411,346

$

484,859

$

361,705

Restricted cash and due from banks

 

17,087

 

6,206

 

26,606

Restricted cash in money market investments

 

6,079

 

6,029

 

6,012

Total cash and due from banks, and restricted cash[2]

$

434,512

$

497,094

$

394,323

[2]

Refer to Note 5 - Restrictions on cash and due from banks and certain securities for nature of restrictions.

253

 

Note 37 – 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:

Given that Banco Popular de Puerto Rico constitutes a significant portion of the Corporation’s results of operations and total assets at December 31, 2021, additional disclosures are provided for the business areas included in this reportable segment, as described below:

 

Commercial banking represents the Corporation’s banking operations conducted at BPPR, which are targeted mainly to corporate, small and middle size businesses. It includes aspects of the lending and depository businesses, as well as other finance and advisory services. BPPR allocates funds across business areas based on duration matched transfer pricing at market rates. This area also incorporates income related with the investment of excess funds, as well as a proportionate share of the investment function of BPPR.

 

Consumer and retail banking represents the branch banking operations of BPPR which focus on retail clients. It includes the consumer lending business operations of BPPR, as well as the lending operations of Popular Auto and Popular Mortgage. Popular Auto focuses on auto and lease financing, while Popular Mortgage focuses principally on residential mortgage loan originations. The consumer and retail banking area also incorporates income related with the investment of excess funds from the branch network, as well as a proportionate share of the investment function of BPPR.

 

Other financial services 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, and Popular Life Re. Most of the services that are provided by these subsidiaries generate profits based on fee income.

 

Popular U.S.:

Popular U.S. reportable segment consists of the banking operations of Popular Bank (PB), Popular Insurance Agency, U.S.A., and Popular Equipment Finance (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 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:

254

 

December 31, 2021

 

 

 

 

Banco Popular

 

 

 

Intersegment

(In thousands)

 

 

 

de Puerto Rico

 

Popular U.S.

 

Eliminations

Net interest income

 

 

$

1,674,589

$

321,154

$

6

Provision for credit losses (benefit)

 

 

 

(136,352)

 

(56,897)

 

-

Non-interest income

 

 

 

565,310

 

24,518

 

(548)

Amortization of intangibles

 

 

 

2,813

 

665

 

-

Depreciation expense

 

 

 

46,539

 

7,415

 

-

Other operating expenses

 

 

 

1,285,959

 

203,892

 

(544)

Income tax expense

 

 

 

253,479

 

56,538

 

-

Net income

 

 

$

787,461

$

134,059

$

2

Segment assets

 

 

$

64,336,681

$

10,399,066

$

(31,528)

 

 

 

 

 

 

 

 

 

December 31, 2021

 

 

Reportable

 

 

 

 

 

Total

(In thousands)

 

Segments

 

Corporate

 

Eliminations

 

Popular, Inc.

Net interest income (expense)

$

1,995,749

$

(38,159)

$

-

$

1,957,590

Provision for credit losses (benefit)

 

(193,249)

 

(215)

 

-

 

(193,464)

Non-interest income

 

589,280

 

56,535

 

(3,687)

 

642,128

Amortization of intangibles

 

3,478

 

5,656

 

-

 

9,134

Depreciation expense

 

53,954

 

1,150

 

-

 

55,104

Other operating expenses

 

1,489,307

 

(545)

 

(3,725)

 

1,485,037

Income tax expense (benefit)

 

310,017

 

(1,085)

 

86

 

309,018

Net income

$

921,522

$

13,415

$

(48)

$

934,889

Segment assets

$

74,704,219

$

5,458,718

$

(5,065,038)

$

75,097,899

 

December 31, 2020

 

 

 

 

Banco Popular

 

 

 

Intersegment

(In thousands)

 

 

 

de Puerto Rico

 

Popular U.S.

 

Eliminations

Net interest income

 

 

$

1,593,599

$

302,517

$

11

Provision for credit losses

 

 

 

210,955

 

81,486

 

-

Non-interest income

 

 

 

445,893

 

24,285

 

(553)

Amortization of intangibles

 

 

 

5,634

 

665

 

-

Depreciation expense

 

 

 

47,890

 

9,558

 

-

Other operating expenses

 

 

 

1,169,816

 

228,406

 

(544)

Income tax expense

 

 

 

106,211

 

7,411

 

-

Net income (loss)

 

 

$

498,986

$

(724)

$

2

Segment assets

 

 

$

55,353,626

$

10,255,954

$

(33,935)

 

 

 

 

 

 

 

 

 

December 31, 2020

 

 

Reportable

 

 

 

 

 

Total

(In thousands)

 

Segments

 

Corporate

 

Eliminations

 

Popular, Inc.

Net interest income (expense)

$

1,896,127

$

(39,514)

$

-

$

1,856,613

Provision for credit losses

 

292,441

 

95

 

-

 

292,536

Non-interest income

 

469,625

 

46,442

 

(3,755)

 

512,312

Amortization of intangibles

 

6,299

 

98

 

-

 

6,397

Depreciation expense

 

57,448

 

1,004

 

-

 

58,452

Other operating expenses

 

1,397,678

 

(1,212)

 

(3,486)

 

1,392,980

Income tax expense (benefit)

 

113,622

 

(1,560)

 

(124)

 

111,938

Net income

$

498,264

$

8,503

$

(145)

$

506,622

Segment assets

$

65,575,645

$

5,214,439

$

(4,864,084)

$

65,926,000

255

 

December 31, 2019

 

 

 

 

Banco Popular

 

 

 

Intersegment

(In thousands)

 

 

 

de Puerto Rico

 

Popular U.S.

 

Eliminations

Net interest income

 

 

$

1,633,950

$

295,470

$

(51)

Provision for credit losses

 

 

 

135,495

 

30,028

 

-

Non-interest income

 

 

 

506,739

 

23,160

 

(561)

Amortization of intangibles

 

 

 

8,610

 

664

 

-

Depreciation expense

 

 

 

49,058

 

8,263

 

-

Other operating expenses

 

 

 

1,208,458

 

205,219

 

(547)

Income tax expense

 

 

 

129,145

 

19,164

 

-

Net income

 

 

$

609,923

$

55,292

$

(65)

Segment assets

 

 

$

41,756,864

$

10,056,316

$

(18,576)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2019

 

 

Reportable

 

 

 

 

 

Total

(In thousands)

 

Segments

 

Corporate

 

Eliminations

 

Popular, Inc.

Net interest income (expense)

$

1,929,369

$

(37,675)

$

-

$

1,891,694

Provision for credit losses

 

165,523

 

256

 

-

 

165,779

Non-interest income

 

529,338

 

43,901

 

(3,356)

 

569,883

Amortization of intangibles

 

9,274

 

96

 

-

 

9,370

Depreciation expense

 

57,321

 

746

 

-

 

58,067

Other operating expenses

 

1,413,130

 

55

 

(3,140)

 

1,410,045

Income tax expense (benefit)

 

148,309

 

(1,041)

 

(87)

 

147,181

Net income

$

665,150

$

6,114

$

(129)

$

671,135

Segment assets

$

51,794,604

$

5,228,276

$

(4,907,556)

$

52,115,324

 

Additional disclosures with respect to the Banco Popular de Puerto Rico reportable segment are as follows:

 

December 31, 2021

Banco Popular de Puerto Rico

 

 

 

 

Consumer

 

Other

 

 

 

Total Banco

 

 

Commercial

 

and Retail

 

Financial

 

 

 

Popular de

(In thousands)

 

Banking

 

Banking

 

Services

 

Eliminations

 

Puerto Rico

Net interest income

$

734,501

$

934,611

$

5,477

$

-

$

1,674,589

Provision for credit losses (benefit)

 

(85,990)

 

(50,362)

 

-

 

-

 

(136,352)

Non-interest income

 

118,126

 

343,125

 

109,018

 

(4,959)

 

565,310

Amortization of intangibles

 

290

 

2,110

 

609

 

(196)

 

2,813

Depreciation expense

 

20,512

 

25,386

 

641

 

-

 

46,539

Other operating expenses

 

377,563

 

818,503

 

91,652

 

(1,759)

 

1,285,959

Income tax expense

 

180,874

 

66,616

 

5,989

 

-

 

253,479

Net income

$

359,378

$

415,483

$

15,604

$

(3,004)

$

787,461

Segment assets

$

64,994,081

$

31,313,708

$

2,038,402

$

(34,009,510)

$

64,336,681

 

 

December 31, 2020

 

Banco Popular de Puerto Rico

 

 

 

 

Consumer

 

Other

 

 

 

Total Banco

 

 

Commercial

 

and Retail

 

Financial

 

 

 

Popular de

(In thousands)

 

Banking

 

Banking

 

Services

 

Eliminations

 

Puerto Rico

Net interest income

$

653,091

$

927,165

$

13,343

$

-

$

1,593,599

Provision for credit losses

 

47,905

 

163,050

 

-

 

-

 

210,955

Non-interest income

 

100,329

 

249,464

 

97,443

 

(1,343)

 

445,893

Amortization of intangibles

 

197

 

3,609

 

1,828

 

-

 

5,634

Depreciation expense

 

20,488

 

26,746

 

656

 

-

 

47,890

Other operating expenses

 

303,534

 

782,521

 

85,122

 

(1,361)

 

1,169,816

Income tax expense (benefit)

 

104,617

 

(5,934)

 

7,528

 

-

 

106,211

Net income

$

276,679

$

206,637

$

15,652

$

18

$

498,986

Segment assets

$

49,806,766

$

29,000,270

$

2,218,444

$

(25,671,854)

$

55,353,626

256

 

 

December 31, 2019

Banco Popular de Puerto Rico

 

 

 

 

 

Consumer

 

Other

 

Eliminations

 

Total Banco

 

 

 

Commercial

 

and Retail

 

Financial

 

and Other

 

Popular de

(In thousands)

 

Banking

 

Banking

 

Services

 

Adjustments

 

Puerto Rico

Net interest income

$

619,926

$

1,009,196

$

4,828

$

-

$

1,633,950

Provision for credit losses (benefit)

 

(46,099)

 

181,594

 

-

 

-

 

135,495

Non-interest income

 

99,758

 

303,268

 

106,218

 

(2,505)

 

506,739

Amortization of intangibles

 

195

 

4,294

 

4,121

 

-

 

8,610

Depreciation expense

 

20,024

 

28,411

 

623

 

-

 

49,058

Other operating expenses

 

309,762

 

835,582

 

65,631

 

(2,517)

 

1,208,458

Income tax expense

 

104,636

 

11,999

 

12,510

 

-

 

129,145

Net income

$

331,166

$

250,584

$

28,161

$

12

$

609,923

Segment assets

$

34,340,842

$

23,976,004

$

380,557

$

(16,940,539)

$

41,756,864

 

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 E-loan, an online platform used to offer personal loans, co-branded credit cards offerings and an online deposit gathering platform. In the Virgin Islands, the BPPR segment offers banking products, including loans and deposits. During the year ended December 31, 2021, the BPPR segment generated approximately $50.6 million (2020 - $55.3 million, 2019 - $55.7 million) in revenues from its operations in the United States, including net interest income, service charges on deposit accounts and other service fees. In addition, the BPPR segment generated $45.4 million in revenues (2020 - $44.2 million, 2019 - $47.6 million) from its operations in the U.S. and British Virgin Islands. At December 31, 2021, total assets for the BPPR segment related to its operations in the United States amounted to $589 million (2020 - $627 million).

 

 

(In thousands)

 

2021

 

2020

 

2019

 

Revenues:[1]

 

 

 

 

 

 

 

 

Puerto Rico

$

2,136,481

$

1,921,207

$

2,016,089

 

 

United States

 

390,201

 

376,529

 

371,368

 

 

Other

 

73,036

 

71,189

 

74,120

 

Total consolidated revenues

$

2,599,718

$

2,368,925

$

2,461,577

 

[1]

Total revenues include net interest income, service charges on deposit accounts, other service fees, mortgage banking activities, net gain (loss) on sale of debt securities, net gain, including impairment on equity securities, net (loss) profit on trading account debt securities, net (loss) gain on sale of loans, including valuation adjustments on loans held-for-sale, adjustments (expense) to indemnity reserves on loans sold, and other operating income.

257

 

Selected Balance Sheet Information

(In thousands)

 

2021

 

2020

 

2019

Puerto Rico

 

 

 

 

 

 

 

Total assets

$

63,221,282

$

54,143,954

$

40,544,255

 

Loans

 

19,770,118

 

20,413,112

 

18,989,286

 

Deposits

 

57,211,608

 

47,586,880

 

34,664,243

United States

 

 

 

 

 

 

 

Total assets

$

10,986,055

$

10,878,030

$

10,693,536

 

Loans

 

8,903,493

 

8,396,983

 

7,819,187

 

Deposits

 

7,777,232

 

7,672,549

 

7,664,792

Other

 

 

 

 

 

 

 

Total assets

$

890,562

$

904,016

$

877,533

 

Loans

 

626,115

 

674,556

 

657,603

 

Deposits [1]

 

2,016,248

 

1,606,911

 

1,429,571

[1]

Represents deposits from BPPR operations located in the U.S. and British Virgin Islands.

 

258

 

Note 38 - Popular, Inc. (holding company only) financial information

The following condensed financial information presents the financial position of Popular, Inc. Holding Company only at December 31, 2021 and 2020, and the results of its operations and cash flows for the years ended December 31, 2021, 2020 and 2019.

 

Condensed Statements of Condition

 

 

 

 

 

 

 

December 31,

(In thousands)

 

2021

 

2020

ASSETS

 

 

 

 

Cash and due from banks (includes $79,660 due from bank subsidiary (2020 - $69,299))

$

79,660

$

69,299

Money market investments

 

205,646

 

111,596

Debt securities held-to-maturity, at amortized cost (includes $3,125 in common
securities from statutory trusts (2020 - $8,726))[1]

 

3,125

 

8,726

Equity securities, at lower of cost or realizable value

 

19,711

 

16,049

Investment in BPPR and subsidiaries, at equity

 

3,858,701

 

4,327,188

Investment in Popular North America and subsidiaries, at equity

 

1,834,931

 

1,733,411

Investment in other non-bank subsidiaries, at equity

 

288,736

 

271,129

Other loans

 

29,445

 

31,473

 

Less - Allowance for credit losses

 

96

 

311

Premises and equipment

 

5,684

 

5,322

Investment in equity method investees

 

114,955

 

88,272

Other assets (includes $6,802 due from subsidiaries and affiliate (2020 - $5,518))

 

32,810

 

35,002

Total assets

$

6,473,308

$

6,697,156

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

Notes payable

$

401,990

$

587,386

Other liabilities (includes $6,591 due to subsidiaries and affiliate (2020 - $3,779))

 

101,923

 

81,148

Stockholders’ equity

 

5,969,395

 

6,028,622

Total liabilities and stockholders’ equity

$

6,473,308

$

6,697,156

[1] Refer to Note 18 to the consolidated financial statements for information on the statutory trusts.

 

Condensed Statements of Operations

 

 

 

 

 

 

 

 

 

Years ended December 31,

(In thousands)

 

2021

 

2020

 

2019

Income:

 

 

 

 

 

 

 

Dividends from subsidiaries

$

792,000

$

586,000

$

408,000

 

Interest income (includes $828 due from subsidiaries and affiliates (2020 - $2,290; 2019 - $4,237))

 

4,303

 

4,949

 

6,669

 

Earnings from investments in equity method investees

 

29,387

 

17,841

 

17,279

 

Other operating income

 

-

 

1

 

1

 

Net (loss) gain, including impairment, on equity securities

 

(525)

 

1,494

 

988

Total income

 

825,165

 

610,285

 

432,937

Expenses:

 

 

 

 

 

 

 

Interest expense

 

36,444

 

38,528

 

38,528

 

Provision for credit losses (benefit)

 

(215)

 

95

 

256

 

Operating expense (income) (includes expenses for services provided by subsidiaries and affiliate of $13,546 (2020 - $13,140 ; 2019 - $14,400)), net of reimbursement by subsidiaries for services provided by parent of $162,019 (2020 - $138,729 ; 2019 - $106,725)

 

5,432

 

(921)

 

80

Total expenses

 

41,661

 

37,702

 

38,864

Income before income taxes and equity in undistributed earnings (losses) of subsidiaries

 

783,504

 

572,583

 

394,073

Income tax expense

 

352

 

17

 

-

Income before equity in undistributed earnings (losses) of subsidiaries

 

783,152

 

572,566

 

394,073

Equity in undistributed earnings (losses) of subsidiaries

 

151,737

 

(65,944)

 

277,062

Net income

$

934,889

$

506,622

$

671,135

Comprehensive income, net of tax

$

419,829

$

866,551

$

929,171

259

 

Condensed Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

(In thousands)

 

2021

 

2020

 

2019

Cash flows from operating activities:

 

 

 

 

 

 

Net income

$

934,889

$

506,622

$

671,135

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Equity in (earnings) losses of subsidiaries, net of dividends or distributions

 

(151,737)

 

65,944

 

(277,062)

 

Provision for credit losses (benefit)

 

(215)

 

95

 

256

 

Amortization of intangibles

 

5,656

 

98

 

96

 

Net accretion of discounts and amortization of premiums and deferred fees

 

1,241

 

1,233

 

1,240

 

Share-based compensation

 

8,895

 

5,770

 

7,927

 

Earnings from investments under the equity method, net of dividends or distributions

 

(26,360)

 

(15,510)

 

(14,948)

 

Sale of foreclosed assets, including write-downs

 

59

 

-

 

-

 

Net (increase) decrease in:

 

 

 

 

 

 

 

 

Equity securities

 

(3,662)

 

(5,305)

 

(4,051)

 

 

Other assets

 

(1,970)

 

(8,327)

 

1,134

 

Net (decrease) increase in:

 

 

 

 

 

 

 

 

Interest payable

 

(1,042)

 

-

 

-

 

 

Other liabilities

 

19,095

 

2,470

 

2,508

Total adjustments

 

(150,040)

 

46,468

 

(282,900)

Net cash provided by operating activities

 

784,849

 

553,090

 

388,235

Cash flows from investing activities:

 

 

 

 

 

 

 

Net (increase) decrease in money market investments

 

(94,000)

 

110,000

 

(45,000)

 

Proceeds from calls, paydowns, maturities and redemptions of investment securities held-to-maturity

 

5,601

 

-

 

-

 

Net repayments on other loans

 

1,879

 

587

 

677

 

Capital contribution to subsidiaries

 

(12,900)

 

(10,000)

 

(9,000)

 

Return of capital from wholly owned subsidiaries

 

-

 

12,500

 

13,000

 

Return of capital from equity method investments

 

-

 

131

 

-

 

Acquisition of premises and equipment

 

(1,788)

 

(2,667)

 

(1,289)

 

Proceeds from sale of premises and equipment

 

83

 

285

 

3

 

Proceeds from sale of foreclosed assets

 

87

 

-

 

-

Net cash (used in) provided by investing activities

 

(101,038)

 

110,836

 

(41,609)

Cash flows from financing activities:

 

 

 

 

 

 

 

Payments of notes payable

 

(186,664)

 

-

 

-

 

Proceeds from issuance of common stock

 

10,493

 

15,175

 

13,451

 

Payments for repurchase of redeemable preferred stock

 

-

 

(28,017)

 

-

 

Dividends paid

 

(141,466)

 

(133,645)

 

(115,810)

 

Net payments for repurchase of common stock

 

(350,656)

 

(500,705)

 

(250,571)

 

Payments related to tax withholding for share-based compensation

 

(5,107)

 

(3,394)

 

(5,420)

Net cash used in financing activities

 

(673,400)

 

(650,586)

 

(358,350)

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

 

10,411

 

13,340

 

(11,724)

Cash and due from banks, and restricted cash at beginning of period

 

69,894

 

56,554

 

68,278

Cash and due from banks, and restricted cash at end of period

$

80,305

$

69,894

$

56,554

 

260

 

Popular, Inc. (parent company only) received distributions from its direct equity method investees amounting to $3.0 million for the year ended December 31, 2021 (2020 - $2.3 million; 2019 - $2.3 million), of which $2.3 million are related to dividend distributions (2020 - $2.3 million; 2019 - $2.3 million). There were no dividend distributions from PIBI for the year ended Dec 31, 2021 (2020 - $12.5 million; 2019 - $13.0 million). PIBI main source of income is derived from its investment in BHD.

 

Notes payable include junior subordinated debentures issued by the Corporation that are associated to capital securities issued by the Popular Capital Trust II and medium-term notes. Refer to Note 18 for a description of significant provisions related to these junior subordinated debentures. The following table presents the aggregate amounts by contractual maturities of notes payable at December 31, 2021:

 

Year

 

(In thousands)

2022

$

-

2023

 

297,842

2024

 

-

2025

 

-

2026

 

-

Later years

 

104,148

Total

$

401,990

261

 

Note 39 ─ Subsequent events

 

Accelerated Share Repurchase Transaction

 

On February 28, 2022, the Corporation entered into an accelerated share repurchase transaction of $400 million with respect to its common stock, which will be accounted for as a treasury stock transaction. Accordingly, as a result of the receipt of the initial shares, the Corporation will recognize in shareholders’ equity approximately $320 million in treasury stock and $80 million as a reduction of capital surplus. The Corporation expects to further adjust its treasury stock and capital surplus accounts to reflect the delivery or receipt of cash or shares upon the termination of the ASR agreement, which will depend on the average price of the Corporation’s shares during the term of the ASR, less a discount. The final settlement of the ASR is expected to occur no later than the third quarter of 2022.

 

Entry into Asset Purchase Agreement with Evertec; Renegotiation and Extension of Commercial Agreements

 

On February 24, 2022, the Corporation and BPPR, entered into an Asset Purchase Agreement (the “Purchase Agreement”), dated as of February 24, 2022, with EVERTEC and Evertec Group, LLC, a wholly owned subsidiary of EVERTEC (“EVERTEC Group”), pursuant to which BPPR will purchase from EVERTEC Group certain information technology and related assets currently used by EVERTEC to service certain of BPPR’s key channels (the “Acquired Assets”) under the Amended and Restated Master Service Agreement (the “MSA”), dated September 30, 2010, among Popular, BPPR and EVERTEC. In connection with the purchase of the Acquired Assets, BPPR will assume certain liabilities relating to the Acquired Assets (together with the purchase of the Acquired Assets, the “Transaction”). The Transaction is expected to close on or about June 30, 2022, subject to the satisfaction of certain closing conditions.

 

In connection with the consummation of the Transaction (the “Closing”), Popular or BPPR will transfer to EVERTEC Group, as consideration for the Transaction, shares of EVERTEC’s common stock (“EVERTEC Common Stock”) having an aggregate value equal to $197 million, subject to certain purchase price adjustments, calculated on the basis that each share of EVERTEC Common Stock is valued at $42.84 per share. As a result of this transfer, Popular expects that its percentage ownership of the outstanding shares of EVERTEC Common Stock will be reduced from its current level, which is approximately 16.2%, to approximately 10.5% immediately following the Closing.

 

In connection with the Closing, Popular and BPPR will also enter with EVERTEC into, among other commercial agreements, a Second Amended and Restated Master Services Agreement (the “Second A&R MSA”), pursuant to which EVERTEC Group will continue to provide various key information technology and various transaction processing services to Popular, BPPR and their respective subsidiaries, which services are provided under the currently effective MSA.

 

Under the Second A&R MSA, Popular and BPPR would no longer be subject to exclusivity provisions under the currently effective MSA that require Popular and BPPR to obtain certain services from EVERTEC Group, nor will they be subject to rights of first refusal that EVERTEC Group currently has under the currently effective MSA with respect to certain technology projects. In connection with the elimination of exclusivity provisions under the currently effective MSA, EVERTEC Group will be entitled to receive monthly payments from Popular and BPPR to the extent that EVERTEC Group’s revenues under the Second A&R MSA fall below certain agreed minimum amounts on an annualized basis (each, an “Annual Minimum”). The Annual Minimum will equal (i) $170 million for each one-year period from the effective date of the Second A&R MSA through September 30, 2025; (ii) $165 million for each one-year period from October 1, 2025 through September 30, 2026; and (iii) $160 million for each one-year period from October 1, 2026 through September 30, 2028 (in each case, pro-rated for any partial one-year period).

 

Under the currently effective MSA, EVERTEC Group is entitled to increase annually the fees charged under the MSA based on the annual increases in the Consumer Price Index (the “Annual MSA CPI Escalation”), subject to an annual cap of 5%. At the Closing, the Annual MSA CPI Escalation that became effective as of October 1, 2021 will be retroactively eliminated, and BPPR will receive a credit against fees payable under the Second A&R MSA equal to the amount by which the fees paid by BPPR for the period from October 1, 2021 through the Closing were increased as a result of the most recent Annual MSA CPI Escalation. Additionally, the cap on the Annual MSA CPI Escalation will be reduced relative to the currently effective MSA and will be capped (i) at 1.5% for each one-year period beginning on the effective date of the Second A&R MSA through September 30, 2025, and (ii) at 2% for each one-year period from October 1, 2025 through September 30, 2028 (or if lower, at the percentage by which the CPI increase during the

262

 

prior one-year period exceeded 2%). In addition, beginning in October 2025, BPPR will receive a 10% fee discount for services provided under the Second A&R MSA.

 

 

At the Closing, EVERTEC and Popular will also enter into a Registration Rights and Sell-Down Agreement (the “Registration Rights Agreement”) pursuant to which Popular may sell to third parties during the 90-day period following the Closing (the “Sell-Down Period”) a sufficient number of its shares of EVERTEC Common Stock so as to reduce Popular’s ownership of shares of EVERTEC Common Stock to no more than 4.99% of the total number of shares of EVERTEC Common Stock issued and outstanding. At the end of the Sell-Down Period, if there are any shares of EVERTEC Common Stock beneficially owned, owned of record or controlled by Popular in excess of 4.5% of the total number of shares of EVERTEC Common Stock issued and outstanding (“Excess Common Stock”), EVERTEC shall cause all the shares of Excess Common Stock to be exchanged for shares of EVERTEC non-voting preferred stock (the “Non-Voting Preferred Stock”, and such conversion, the “Share Conversion”). Following the Share Conversion, if Popular at any point would beneficially own, own of record or control shares of Excess Common Stock, EVERTEC shall cause all such Excess Common Stock to be exchanged for Non-Voting Preferred Stock. The Non-Voting Preferred Stock will have identical rights and privileges as EVERTEC Common Stock, except that the Non-Voting Preferred Stock will be non-voting other than limited protective voting rights and will automatically convert into shares of EVERTEC Common Stock in the hands of a transferee after a transfer (i) in a widespread public distribution, (ii) to EVERTEC, (iii) in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting securities of EVERTEC or (iv) to a transferee that would control more than 50% of every class of voting securities of EVERTEC without any such transfer.

 

The Registration Rights Agreement contains customary registration rights with respect to the shares of EVERTEC Common Stock and Non-Voting Preferred Stock held by Popular, including customary indemnification provisions, similar to the registration rights provided for in the Stockholder Agreement (the “Stockholder Agreement”), dated April 17, 2012, among Carib Latam Holdings, Inc., and each of the holders of Carib Latam Holdings, Inc., as amended on March 27, 2013, June 30, 2013 and November 13, 2013. Under the Stockholder Agreement, which will be terminated at Closing, Popular is currently entitled to, among other things, (1) nominate two directors for election to EVERTEC’s board of directors, (2) limited pre-emptive rights and (3) various registration rights with respect to EVERTEC Common Stock.

 

At the Closing, certain other commercial agreements will be entered into by and between Popular or BPPR (or both) and EVERTEC or EVERTEC Group, Inc., including (i) a Second Amended and Restated Independent Sales Organization Sponsorship and Services Agreement, pursuant to which BPPR will continue to sponsor EVERTEC Group as an independent sales organization with various credit card associations and will receive revenue sharing on a percentage of the net revenues of EVERTEC Group’s merchant acquiring business and person-to-business merchant services business, for an initial term commencing on the date of the Closing and ending on December 31, 2035 (a ten-year extension of the term of the currently effective agreement), and (ii) a Second Amended and Restated ATH Network Participation Agreement, pursuant to which BPPR will continue to be required to issue ATH-branded debit cards and may issue dual-branded debit cards having certain enhanced functionalities and will continue to have the ability to access the ATH Network and BPPR’s customers will continue to be able to access EVERTEC Group’s ATH Movil person-to-person and person-to-business services, for an initial term commencing on the date of the Closing and ending on September 30, 2030 (a five-year extension of the term of the currently effective agreement).

263

 

SIGNATURES

 

 

Pursuant to the requirements of Section 13 or 15 (d) 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 on March 1, 2022.

 

 

 

 

 

POPULAR, INC.

 

 

(Registrant)

 

 

 

 

 

By: /S/ IGNACIO ALVAREZ

 

 

Ignacio Alvarez

 

 

President and

 

 

Chief Executive Officer

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

/S/ RICHARD L. CARRIÓN

Chairman of the Board

3-1-22

Richard L. Carrión

 

 

Chairman of the Board

 

 

 

 

 

/S/ IGNACIO ALVAREZ

President, Chief Executive Officer

3-1-22

Ignacio Alvarez

and Director

 

President and Chief Executive Officer

 

 

 

 

 

/S/ CARLOS J. VÁZQUEZ

Principal Financial Officer

3-1-22

Carlos J. Vázquez

 

 

Executive Vice President

 

 

 

 

 

/S/ JORGE J. GARCÍA

Principal Accounting Officer

3-1-22

Jorge J. García

 

 

Senior Vice President and Comptroller

 

 

 

 

 

/S/ ALEJANDRO M. BALLESTER

Director

3-1-22

Alejandro M. Ballester

 

 

 

 

 

S/ MARÍA LUISA FERRÉ

Director

3-1-22

María Luisa Ferré

 

 

 

 

 

/S/ C. KIM GOODWIN

Director

3-1-22

C. Kim Goodwin

 

 

 

 

 

/S/ JOAQUÍN E. BACARDÍ, III

Director

3-1-22

Joaquín E. Bacardi, III

 

 

 

 

 

/S/ CARLOS A. UNANUE

Director

3-1-22

Carlos A. Unanue

 

 

 

 

 

/S/ JOHN W. DIERCKSEN

Director

3-1-22

John W. Diercksen

 

 

 

 

 

/S/ MYRNA M. SOTO

Director

3-1-22

Myrna M. Soto

 

 

 

 

 

/S/ ROBERT CARRADY

Director

3-1-22

Robert Carrady

 

 

 

 

 

/S/ JOSÉ R. RODRÍGUEZ

Director

3-1-22

José R. Rodríguez

 

 

 

 

 

/S/ BETTY DEVITA

Director

3-1-22

Betty Devita

 

 

264

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