UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form
 [X]

 ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the Fiscal Year Ended
 Or
 [ ]

Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 Commission File Number:

 001-34084
 Incorporated in the Commonwealth of
 IRS Employer Identification No.
 66-0667416
 Principal Executive Offices
 209 Mu oz Rivera Avenue
 Hato Rey
,
 00918
 Telephone Number: (
)
 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 Global Select Stock Market
 6.125% Cumulative Monthly Income Trust Preferred
 Securities
 BPOPM
 The
 Nasdaq Global Select 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
 accounting firm that prepared or issued its audit
report. [
 X
 ]
 If securities are registered
pursuant to Section 12(b)
of the Act, indicate
by check mark whether
the financial statements of
the registrant
 included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate
by
check
mark
whether any
of
those
error
corrections
are
restatements
that
a
analysis
of
incentive-based
 compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to
§240.10D-1(b).

 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, 2023, the aggregate market
value of the Common Stock held by non-affiliates of
Popular, Inc. was approximately $
 4.3
 billion based upon the reported closing price of $60.52
on the Nasdaq Global Select Market on that
date.

 As of February 27, 2024, there were
 72,254,015

shares of Popular, Inc.'s Common Stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of Popular,
Inc.'s definitive proxy
statement relating to the
2024 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 27, 2024.

 Forward-Looking Statements
 This
Form
10-K contains
"forward-looking statements"
meaning
of
the
U.S. Private
Securities Litigation
Reform Act
of
 1995,
including,
limitation,
about
Inc.'s
(the
"Corporation,"
"Popular,"
"we,"
"us,"
"our")
 financial condition, results
of operations, plans,
objectives and future
performance. These statements
are not
guarantees of future
 performance,
are
based
on
and,
by
their
nature,
involve
uncertainties,
and
 assumptions. Potential
factors, some
of which
are beyond
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
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
or
decline
in
the
economy
and
employment
levels,
as
well
as
and
in
the
geographic
areas
we
serve
and,
in
particular,
in
the
Commonwealth
of
Rico
(the
 "Commonwealth" or "Puerto Rico"), where a significant
portion of our business is concentrated;

economic conditions,
including high
of
inflation, that
adversely affect
housing
prices, the
job
market,
 consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
non-performing
 assets, charge-offs and provision expense;

changes in interest rates and market liquidity,
which may reduce interest margins, impact funding sources, reduce loan
 originations, affect
to originate
and distribute
financial products
primary and
secondary markets
and
 impact the value of our investment portfolio and
our ability to return capital to our shareholders;

the
of
bank
failures
or
developments
at
other
banks
and
negative
media
coverage
of
the
 banking industry in general on investor and depositor
sentiment regarding the stability and liquidity of
banks;

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

the
pending debt
restructuring proceedings
under Title
III
of
Rico
Oversight, Management
and
 Economic
Stability
Act
("PROMESA")
and
of
other
taken
or
to
be
taken
to
address
Rico's
 challenges on the value of our portfolio of Puerto Rico government securities and
loans to governmental entities and of
 our
commercial,
and
loan
where
private
could
be
directly
by
 governmental action;

the
public sector
deposits held
at
the Corporation,
whose future
balances are
uncertain and
 difficult
to
predict
and
may
be
by
such
as
the
of
funds
by
the
P.R.
and
the
rate
of
expenditure
of
such
funds,
as
well
as
the
and
cash
 management practices of the Puerto Rico Government
and its instrumentalities;

unforeseen
or
catastrophic
extreme
weather
hurricanes,
other
natural
disasters,
 man-made disasters, acts of violence or war or
pandemics, epidemics and other health-related
crises, or the fear of any
 such event
occurring, any of
which could cause
adverse consequences for
our business, including,
but not
limited to,
 disruptions in our operations;

our ability to
achieve the expected
benefits from our
transformation initiative, including
our ability to
achieve projected
 earnings, efficiencies and our targeted sustainable return on
tangible common equity of 14% by the end
of 2025;

risks related to Popular's acquisition of certain information technology and related assets formerly used by Evertec, Inc.
 to
service certain
of Banco
Popular de
Puerto Rico's
key channels,
entry into
amended and
restated
 commercial agreements (the "Evertec Business Acquisition
Transaction");

the fiscal and monetary policies of the federal government
and its agencies;

bank regulatory
and supervisory
policies, including
required levels
of
capital, liquidity,
resolution-
 related requirements and the impact of other proposed
capital standards on our capital ratios;

Federal Deposit Insurance Corporation ("FDIC") assessments,
such as the special assessment implemented
 by the FDIC to recover the losses to the deposit insurance fund ("DIF")
resulting from the receiverships of Silicon Valley
 Bank and Signature Bank;

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

the
relative strength
or
weakness
of
the
consumer and
commercial credit
sectors
and
of
the
real
estate markets
in
 Puerto Rico and the other markets in which
our borrowers are located;

a deterioration in the credit quality of our
clients, customers and counterparties;

the performance of the stock and bond markets;

competition in the financial services industry;

possible legislative, tax or regulatory changes;

a failure
in or
breach of
our operational
or security
systems or
infrastructure or
those of
Evertec, Inc.,
our provider
of
 core financial
transaction processing and
information technology services,
or of
providing services
to us,
as
a
of
cyberattacks, e-fraud,
denial-of-services and
computer intrusion,
that
might result
in,
among
 other
loss
or
breach
of
data,
disruption
of
reputational
damage
or
costs
to
 Popular;

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

potential judgments,
claims, damages,
penalties, fines,
enforcement actions
and
reputational damage
resulting from
 pending or future litigation and regulatory or government
investigations or actions;

changes in accounting standards, rules and interpretations;

our ability to grow our core businesses;

decisions to downsize, sell or close branches or business
units or otherwise change our business mix;
and

management's ability to identify and manage these and
other risks.
the
of
legal
and
proceedings,
as
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
are based
upon information
Popular as
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.

 Page
 Item 1
 Business
 Item 1A
 Risk Factors
 Item 1B
 Unresolved Staff Comments
 Item 1C
 Cybersecurity
 Item 2
 Properties
 Item 3
 Legal Proceedings
 Item 4
 Mine Safety Disclosures
 Item 5
 Market for Registrant's Common Equity, Related Stockholder Matters and
 Issuer Purchases of Equity Securities
 Item 6
 [Reserved]
 Item 7
 Management's Discussion and Analysis of Financial Condition
and Results of
 Operations
 Item 7A
 Quantitative and Qualitative Disclosures About Market
Risk
 Item 8
 Financial Statements and Supplementary Data
 Item 9
 Changes in and Disagreements with Accountants
on Accounting and Financial
 Disclosure
 Item 9A
 Controls and Procedures
 Item 9B
 Other Information
 Item 9C
 Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
 Item 10
 Directors, Executive Officers and Corporate Governance
 Item 11
 Executive Compensation
 Item 12
 Security Ownership of Certain Beneficial Owners
and Management and
 Related Stockholder Matters
 Item 13
 Certain Relationships and Related Transactions, and Director
Independence
 Item 14
 Principal Accountant Fees and Services
 Item 15
 Exhibits and Financial Statement Schedules
 Item 16
 Form 10-K Summary

 PART I POPULAR, INC.
 ITEM 1. BUSINESS

 General

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
$70.8 billion, total
deposits of
$63.6 billion
and stockholders'
 equity of $5.1 billion at
December 31, 2023. At December 31,
2023, 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
de
Rico
("Banco
Popular"
or
"BPPR"),
as
well
as
auto
and
leasing
and
financing,
 banking,
broker-dealer
and
are
under
the
 Deposit Insurance
Fund ("DIF")
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
States:
We
retail,
and
our
New
York-chartered
 banking subsidiary,
Popular Bank ("PB" or
"Popular U.S."), which has
branches in New York,
New Jersey and Florida;
 as investment and
insurance services, and commercial
direct financing leases through
specialized subsidiaries. PB's deposits
 are insured under the DIF of the FDIC.

BPPR
also
conducts
in
the
U.S.
Islands,
the
British
and
New
York.
In
to
 BPPR's commercial
banking operations
in New
York
that include
direct loan
origination and
participating loans
originated by
 PB,
BPPR
offers
or
holds
on
a
National
scale
in
the
U.S.
market,
loans
 originated under
the E-Loan
brand, purchased
personal loans
originated by
third parties,
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 of
Financial Condition and Results
of Operations section
("MD&A") and Note
37 to the
 Consolidated Financial Statements included in this Form
10-K.
 Transformation Initiative:
 The
launched
a
significant,
multi-year,
broad-based
and
transformation
the
 second half of 2022. The
needs and expectations of our
clients, as well as the
competitive landscape, have evolved, compelling us
 to make important investments in our technological infrastructure and adopt more agile practices. We
believe these investments will
 result in an enhanced digital experience for our clients, as
well as better technology and more efficient processes for our employees,
 and make us a more efficient and
profitable company, allowing us to
achieve a 14% return on tangible common equity target by
the
 end of 2025.
Our technology and business transformation
will be a significant
priority for the Corporation over
the next three years
 and beyond. Refer to the Overview section
of Management's Discussion and Analysis included 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
and
to
working
needs,
purchases
or
other
projects,
and
(ii)
 commercial real
estate ("CRE") loans
(excluding construction loans)
for income-producing real
estate properties as
owner-
 occupied properties. C&I
loans are underwritten
individually and usually
secured with the
assets of the
company and the
of
the
owners. CRE
loans consist
of
loans
for
income-producing real
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.
 (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
unsecured 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,
community or homeowners' associations, 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.
 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
in
"Financial
about
 Geographic Areas" below and in Note 37 to the
Consolidated Financial Statements included in this
Form 10-K.
 Our loan portfolio is diversified by loan category.
However, approximately 55% of our loan portfolio at December 31, 2023 consisted
 of real estate-related
loans, including residential
mortgage loans, construction
loans and commercial
loans secured by
 real estate. The table below presents the distribution
of our loan portfolio by loan category at
December 31, 2023.
 Loan category
 (Dollars in millions)
 BPPR
 %
 PB
 %
 POPULAR
 %
 C&I
 $4,796
 $2,330
 $7,126
 CRE
 4,695
 5,888
 10,583
 1,732
 -
 -
 1,732
 6,726
 6,969
 6,392
 1,304
 7,696
 Total
 $24,511
 $10,554
 $35,065
 Except for
Rico Government
sector,
no individual
or single
group of
related accounts
is
 considered material
in relation
to our
or deposits,
or in
relation to
our overall
business.
For a
discussion of
our loan
 portfolio, our
deposits portfolio
and our
the Government
of Puerto
Rico, see
"Financial Condition
– Loans",
"Financial
 Condition
–
Deposits"
and
"Credit
Risk
–
Geographical and
Risk" in
the
MD&A
and
to
Note
-
Commitment and
 Contingencies to the Consolidated Financial Statements
included in this Form 10-K.

Administration
and
Policies
from our
loan portfolios
is our
principal source
of revenue.
Whenever we
make loans,
we expose
ourselves
to
risk.
risk
is
controlled
and
monitored
asset
the
use
of
thorough
of
and through
asset quality
administration.
 Business
that
expose
us to
risk are
managed
the
Board
of Director's
Risk Management policy,
 and the Credit Risk Tolerance
Limits policy,
which establishes
limits
that
consider
such
as maintainin
g
a prudent
 of risk-taking
across
diversified
risk types
and business
units,
with regulator
y
guidance,
and
controlling
the
 to lower
 We maintain
credit policies
for all lines of
business in order
to mitigate credit
risk. Our credit
are
 approved by
our Board
of Directors.
These policies set
forth,
among
other
 the objectives, scope and
responsibilities of the
management cycle.
Our
written
and
for
and
loan
and
prompt
identificatio
n
and
quantificatio
n
of
asset
deterioration
or
 loss
to
the
of
the
for
losses.
These
written
and
limit
levels,
ranging
from
bank
branch
or
department
officers
to
managerial
and
levels.
Approval
 levels are
amount,
type
of loan
and risk
of the credit
facility.
 Our
and
documentation
for
each
loan
and
type,
 when
applicable,
the
underwriting,
closing
and
phases.
For
and
construction
the
loan
process,
the
require,
at
a
minimum,
or
tax
of
the
 borrower,
an analysis
of financial
contained
in
a
package,
a
risk
and
reports
 from
and appraisal
s
for
real
estate-related
loans when applicable
.
The credit
also
set
forth
the
 closing
documentation
depending
loan
type.
 Although
we originat
e
most
loans
internally
in both
the
Rico
and mainlan
d
we
 occasionally
or
participate
in
loans
by
other
institutions.
When
we
or
participate
in
 loans
by
others,
we
conduct
the
same
analysis
of
the borrower
s
and apply
the
same
as we do
 for
loans
by us. This also
a review
legal
documentation.

 Refer
to
the
Risk
of
the
MD&A
in
this
Form
for
to
 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
.
Some commercia
l
loan facilities
are
 structured
as lines
of credit, which
are mainly
one year
in term
and therefore
are required
to be renewed
annually.
Other
 may be restructure
d
or extended
from time
to time based
upon changes
borrower's
needs,
use
of
funds,
timing
 of
completion
of
projects
and
other
factors.
If
the
is
not
to
have
difficulties
,
extensions,
renewals
 and restructurings
are done
normal
course
of busines
s
loans
to be recorde
d
as performing.
 We
evaluate
to
if
a
is
difficulties.
Indicators
that
the
is
financial difficultie
s
include,
for example:
(i)
the borrower
is currently
in default on
any of its debt
or it is
 probable tha
t
the borrower
would be
in payment
default on
any of
its debt
in th
e
foreseeable
the modification
;
(ii)

 the
has declare
d
or is in
the
of declarin
g
bankruptcy;
(iii)
there
is significan
t
doubt
as to
the
 will
to
be
a
going
concern;
(iv)
the
has
that
have
been
delisted,
are
in
the
of
being
 delisted,
or
are
under threa
t
of bein
g
delisted
from
an exchange
;
(v) based
on estimates
and projection
s
that
only
encompass
 the
capabilities
,
the
forecasts
that
its
entity-specifi
c
cash
flows
will
be
insufficien
t
to
the
 debt
(both
and
principal)
in
with
the
terms
of
the
maturity;
and
 (vi)
absent
the
modification,
the
cannot
obtain
funds
from
other
than
the
creditors
at
an
rate
equal to the current market
rate for similar
debt for a non-troubled
debtor.

 We
have
workout
officers
who
handle
the majority
of
loans
that
are
past
due
days
and
 over,
difficulties
,
and loans
that
are considere
d
problem
loans
based
on their
risk profile
.
As a
policy,
we
do
not
advance
money
to
who
have
loans
that
are
days
past
due
or
over.
In
and
construction
exceptions
may
be approve
d
under
circumstances,
(i) when
past
 due
status
is administrativ
e
in nature,
such
as expiration
of a loan
facility
the
new documentatio
n
is executed,
and not as
 a result
of paymen
t
or credit
issues;
(ii) to
improve
our collateral
or
maximize
or
mitigate
losses;
and
(iii)
with
to
that,
although
ownership,
are
not
cross
 defaulted
nor
cross-collateralized
and
are
satisfactorily
under
their
loan
facilities.
Such
advances
are
 underwritten
and
our
guidelines
and
limits,
which
are
on
the
borrower's
and guarantee,
among
 In addition
to the legal
lending limit
established under
state banking
law, discusse
d
in detail
below,
that
expose the
Corporation to
risk
are managed
guidelines described
Risk Tolerance
Limits
 policy.
Limits are defined for
loss and credit
performance metrics, portfolio composition and
concentration, and industry and
name-
 level,
 which
concentration
to
a
or
a
group
of
borrowers,
 limits
based
on industr
y
or other
criteria,
such
as a percentage
banks'
capital.
 Refer to Note 2 and Note 9 to the Consolidated Financial Statements included
in this Form 10-K, for additional information
 on loan modifications to borrowers with financial difficulties.
 Competition
 The
industry
in
which
we
operate
is
highly
competitive.
In
Rico,
our
primary
market,
the
is
highly
with
to
originatin
g
acquiring
and
other
 services.
Most
of
our
competitio
n
for
our
and
comes
from
banks and
credit unions.
 The
for
BPPR
locally
based
banks
and
a
few
large
U.S.
and
foreign
banks
with
 operations in
Puerto Rico.
While
the
number of
banking competitors
Rico
reduced
in
recent years
as
a
of
consolidations,
these
have
allowed
some
of
our
to
gain
greater
resources,
such
as
a
 broader range of products
and services.
 We
also
compete
with
players
in th
e
local
industry
that
are
not subjec
t
to
the
same
as domestic
banks
and bank holdin
g
Those
brokerage
firms,
automobile
and
local
and
unions
(locally
known
as
 "cooperativas"),
credit car
d
institutional
lenders
and non-financia
l
and
entities.
unions
basic
services.
These
collectively
 represent a significant
portion of the
market and have
a lower cost structure
and fewer regulatory
constraints.
 In
the
we
to
face
substantial
pressure
as
our
footprint
resides
in
the
two
large,
 metropolitan markets of
City / Northern
New Jersey and
the greater Miami
area.
There is a
large number of
community
 and
regional
banks
along
with
national
in
both
many
of
which
have
a
larger
of
 resources than us.
 In both
United States,
the primary
factors in
competing
for business
pricing,
convenience
 of branch
locations
delivery
methods,
range of
products offered,
service delivered.
We must
compete
 effectively
along
all
these
parameters
to
be
successful.
We
pressure
as
some
of
our
seek
to
share
by
reducing
for
or
the
rates
charged
on
increasing
the
rates
on
or offering
more flexible
terms. Increased
competition
could require
that we
the rates
on deposits
and
 lower the rates
charged on loans,
which could adversely
affect our profitability.
 Economic
along
with
legislative
and
changes,
have
an
ongoing
on
the
the financia
l
industry.
We work
to anticipat
e
and adap
t
to dynamic
 through developing
and marketing
innovative
and services,
adopting
or developin
g
new technologie
s
that
differentiat
e
 our products
and
cross-marketing,
or
personalized
services.
We
strive
to
distinguish
ourselves
 from
other
banks
and
providers
in our
marketplace
by providin
g
a high
level
of service
to enhance

 loyalty
and to attrac
t
and retain
business.
we can
no assurance
as
to
the
of
these
efforts
on
 our
or
of
and
as
to
our
to
anticipate
and
adapt
to
changing
and
to
sufficientl
y
improve
our
products,
in
order
to
successfully
compete
in
our
primary
areas.
 Human Capital Management
seeks
to
embody
our
purpose
of "putting
people
center
of progress"
throughout
its human
 Attracting,
developing
and
retaining
top
talent
in
an
that
promotes
wellness,
diversity,
inclusion,
learning
and
 transparency
are
fundamental
pillars
of
our
strategy.
As
of
31,
2023,
has
9,237
none of whom
are represented
by a collective
bargaining group.

 Nurturing Well-Being: Employee Health & Financial
 Popular believes
health and
wellness of
Popular's employees
is essential
to enable
Popular to
effectively
serve
 its customers
and contribute
positively
communities
where it
operates.
Our health
and wellness
program includes
health,
 pharmacy,
vision and
dental insurance,
as other
initiatives.
Our programs
seek to
ensure that
healthcare
being
 both accessible
and affordable
for our
with Popular
covering
up to
90% of
premiums,
a figure
that
 surpasses
regional
benchmarks.
In
2023,
we
launched
a
leadership
guide
on
mental
to
support
leaders
in
promoting
 emotional
their
teams
and
engaging
with
team
members
who
may
be
facing
mental
challenges.
promotes employee
health and
wellbeing by
encouraging
annual physical
exams and
a
and
center
at
its
Rico-based
offices
staffed
with
healthcare
providers,
where
can
 complete
their
physical
exam,
acute
care
or visit
a nutritionist
or
psychologist
free
of charge.
Our
and
 center received
over 15,680 visits
from employees
during 2023.

also seeks
to foster
work-life
balance by
paid time
off benefits
to our
including community
 leave,
paid
parental
leave
and
flexible
work
arrangements.
Our
hybrid
work
model,
accessible
to
half
of
our
 workforce,
underscores our
commitment to
flexible work
environments.
we continuously
offer activities
and workshops
 centered on
physical fitness
and personal financial

a 401(k)
savings
and investment
plan, in
which
98% of
participate.
matches
$0.50
 for every
dollar
the employee
contributes
401(k)
plan,
up to
8% of
their
salary.
offers
a profit
-sharing
 plan,
contingent
upon
the
achievement
of
pre-set
goals,
to
align
with
its
collective
 success.
The
profit-sharing
plan
allows
to
up to
8%
of
their
eligible
(capped
at
$70,000),
of
 which
the
first
4%
is
paid
in
cash
and
anything
beyond
such
percent
is
paid
to
the
employee's
Savings
and
Investment
Plan
 account. Popular
regularly
evaluates employees'
base compensation
to better
compete with
the salaries
paid in similar
positions
 in
other
Our
ongoing
to
our
employees'
market-aligned
salary
adjustments,
 merit increases
and raising
our hourly
pay rates to
$15 per hour
in Puerto Rico
and $16 per
hour in the Virgin
Islands as
of 2023,
 and $17
per hour
in Florida
and $20 per
hour in
and New Jersey
as of 2022.
In 2023,
we invested
more than
$22.5M
 in enhancing
our employees'
compensation.

 Empowering Growth: Our Commitment to Talent Development
 We
are
committed
to
fostering
the
continuous
and
upskilling
of
our
and
believe
it
is
fundamental
to
our
edge.
Towards
that
end,
aimed
at
strengthening
our
 employees'
knowledge,
abilities
and skills
to support
their
growth which,
in turn,
seeks
to enhance
 strategies
and
competencies.
Our
40,000
square
foot
Development
Center
in
San
Juan,
Rico
and
our
 satellite
in New
York,
South Florida,
and the Virgin
Islands offer
year-round
training sessions,
and workshops.
 In 2023,
we transitioned
back to
in-person
sessions,
but also
offering
virtual
training
programs.
Our seven
 academies
had
more
than
8,000
registrations
from
our
2023,
1,600
more
than
in
2022.
Our
 commitment
to continuous
learning
is further
supported
by offering
our employees
access to
Linked In
Learning,
which provides
 an extensive
library
of over
16,000
e-learning
courses.
In 2023,
users
totaled
61% of
our employees,
an increase
of 24%
from
 2022, for a
total of 17,006
hours logged
during the year.

 Our
focus
on
training
and
has
to
our
workforce.
As
a
result,
the
internal mobility
rate in 2023
was 36%. This
included employees
who applied
or were selected
for vacancies,
were
 promoted,
or
had
lateral
movements.
we
invested
in
the
education
of
over
practitioners
Accelerated
 Development
Programs
on
data
science,
analytics,
excellence,
and
The
 also
its
advanced
training
in
engineering,
including,
but
not
limited
to,
coding
and
 development.
 Leadership
remains
a
priority
at
as
we
believe
it
is
vital
for
driving
results,
 engagement
and achieving
our strategic
objectives.
With this
in mind,
we launched
a new
leadership
in 2023
 on
exploring
the
role
leaders
play
in
creating
the
right
for
our
culture
to
thrive.
Our
strategy
aims
to
both
and
leadership
by
preparing
us
to
meet
 challenges.
In
2023,
we
facilitated
interventions
that
on
team
 alignment, and
leader effectiveness.
 Enhancing Leadership Continuity through Strategic
Succession Planning
 Popular's business
strategy further
takes into
account succession
planning to
ensure effective
leadership transitions.
Succession
 plans for
senior management
are developed
by the CEO
and presented
to the Board
of Directors.
Popular's succession
planning
 also
leverages
our
Executive
Talent
(the
"Program")
that
seeks
to
identify
high-potential
and
high-
managers,
which
are
with
learning
to
their
skills
and
prepare
them
for
 management positions.
 Diversity, Equity and Inclusion
is
committed
to
fostering
a
diverse,
equitable
and
inclusive
workplace.
As
of
31,
2023,
64.5%
of
the
employees were
female, and
35.5% were male.
Women accounted
for 63% of first
and mid-level
management and
 36.6%
of
executive-level
as
of
such
date.
We
have
recently
enriched
our
talent
pool
with
the
inclusion
of
 professionals
from Latin America,
thereby enhancing
multicultural
diversity
within our organization.
Central to
our diversity
efforts
 is our
multidisciplinary
Diversity,
Equity and
Inclusion
("DEI")
Council,
which is
overseen
by our
Diversity
Officer.
Our
 DEI Policy
is committed
to attracting,
retaining
and developing
a diverse
employment
population;
fostering
a work
 where
are
treated
equitably
and
with
respect;
and
seeking,
creating,
and
relationships
with
 diverse suppliers.
 We
are
committed
to
fair
pay
and
conduct
pay
analyses
on
an
The
for
2023
revealed
a
1.8
 percentage
point
improvement
in
Rico
and
the
and
a
6.4
percentage
point
improvement
in
the
in
our
gender-related
pay
to
the
end
of
2022.
Our
commitment
to
gender
equality
has
been
in the Bloomberg
Gender Equality
Index for two
consecutive
years (2021-2022
and 2022-2023).

 Our
Employee
Resource
Groups
("ERGs")
are
key
that
support
our
DEI
strategy.
In
2023,
our
ERGs
 witnessed
substantial
in
membership.
Pride,
our
ERG
on
the
LGBTQ+
community,
seeks
to
awareness
and engagement
of LGBTQ
issues.
Network
of Women
in Popular,
on empowering
women,
 and
Embrace,
on
functional
diversity,
also
achieved
notable
milestones,
partnering
with
our
human
division
to
educate
and
promote
initiatives
and
efforts.
2023
we
a
 Black/African
American ERG in
the US.

 Popular also
supports victims
of gender-based
violence and
provides a
special leave
of 15 days
eligible to
located in
in order to
handle situations
related to gender
violence, domestic
violence or
stalking.
 Employee Experience
aims
to
an
exceptional
that
inspires
its
to
deliver
to
and communities.
We
recognize
the
dynamic
nature
of employee
needs
and
and
have implemented
a
 more
robust
approach
to measure
and
understand
the
employee's
journey.
In
2023,
we revised
our
Employee
 Engagement
&
Experience
Survey
to
(i)
our
assessments
from
biennial
to
and
annually
and
(ii)
surveys
that
the
end-to-end
journey
from
recruiting
and
onboarding
to
offboarding.
We

 believe that
the insights
received from
these surveys
have allowed
us to
introduce
people initiatives
that have
helped us
 our turnover
rate to 7.9%
as of the
end of 2023,
a 2.9 percentage
point improvement
from 2022.
Our voluntary
turnover rate
also
 saw a notable
decrease to
6.4%, down
2.4 percentage
points from
the previous
year.
the survey
has enabled
us to
 monitor
our employee
loyalty
score
and identify
initiatives
to maintain
or enhance
our current
score
of 84%,
which positions
us
 within the 75th
percentile of
the Qualtrics
global benchmark
and above the
average benchmark
of the financial
industry.
 Board Oversight in Human Capital
 The
Talent
and
of
the
Board
of
has
responsibility
for
the
human capital
As part
responsibilities,
the Talent
and Compensation
reviews and
 advises
philosophy,
and policies,
and
 talent
and development,
workforce
engagement,
succession
planning,
culture,
diversity,
(including
pay equity)
 and inclusion,
among other human
capital topics.
 We
encourage
you
to
our Corporate
Sustainability
Report
published
on www.popular.com
for more
human capital
and initiatives.
The information
website,
the
Sustainability
Report,
is
not,
and
will
not
be
to
be,
a
part
of
this
Form
or
 incorporated
into any of the
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
Such
laws
and
are
continually
under
by
Congress
and
state
 legislatures
and
and
state
agencies.
Any
in
the
laws
and
to
and
its
 subsidiaries could have a material effect on the
business of Popular and its subsidiaries. We will continue to
assess our businesses
 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 Bank
Holding Company Act
of 1956
(as amended, the
"BHC Act"). BPPR
are subject to
supervision and
 examination by applicable
federal and state
banking agencies including,
case of BPPR,
the Federal Reserve
Board and the
 Office of
the Commissioner
of Financial
Institutions of
(the "Office
Commissioner"), and, in
the case
of PB,
the
Board
and
the
New
York
State
Department
of
Services
(the
"NYSDFS").
broker-dealer
/
 investment adviser
subsidiary,
Popular Securities,
LLC ("PS")
and investment
advisor subsidiary
Popular Asset
Management LLC
 ("PAM")
to
regulation by
the SEC,
the Financial
Industry
Regulatory Authority
("FINRA"), and
the Securities
Investor
 Protection Corporation, among others. Other of our non-bank subsidiaries conduct reinsurance and
insurance producer and agency
 activities, which are
subject to other
federal, state and
Puerto Rico laws
and regulations as
well as licensing
and regulation by
the
 Puerto Rico Office of the Commissioner of Insurance and,
for one insurance agency subsidiary, the NYSDFS.
 Enhanced Prudential Standards
 Under
the
Dodd-Frank
Wall
Street
Reform
and
Act
(the
"Dodd-Frank
Act"),
as
by
the
 Economic
Growth,
Regulatory
Relief,
and
Act
and
the
regulators'
2019
"Tailoring
Rules,"
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, 2023,
Popular had total consolidated assets of $70.8 billion.
 Transactions with Affiliates
 BPPR
and
PB
are
to
that
limit
the
of
extensions
of
and
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
hand,
and
that
impose
collateralization
on
such

 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
 Source of Financial Strength
 The
Dodd-Frank Act
requires bank
holding companies,
such
as Popular
and
PNA, to
act
as
a source
of
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
to any
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
to
a
to
the
of
a
will
be
 assumed by
the bankruptcy
trustee and
entitled to
a priority
of payment.
PB are
currently the
only insured
 institution subsidiaries of Popular and PNA.
 Resolution Planning and Resolution-Related Requirements
 A
 bank holding
company with
$250 billion
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
distress
or
failure.
In
 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
failure.
In
2018,
the
FDIC
a
moratorium
on
resolution
plans
for
 depository institutions
with more
than $50
assets. The
moratorium is
still in
effect for
insured depository
institutions with
 more than
$50 billion
but less
than $100
assets. On
August 29,
FDIC proposed
amendments to
the resolution
 planning requirements
for insured
depository institutions
with $50
more in
total assets.
The amendments
would require
 insured depository institutions with between $50 billion and
$100 billion in assets to submit informational filings on
a two-year cycle,
 with an interim supplement updating key information
submitted in the off years.

 On August
29, 2023,
Reserve Board,
FDIC and
Office of
the Comptroller
Currency ("OCC")
issued a
rule
that
would
bank
and
with
$100
or
more
in
 consolidated assets (as well as their insured depository institution affiliates) to maintain minimum
amounts of eligible long-term debt
 (generally, debt
that is unsecured, has
a maturity greater than one
year from issuance and satisfies
additional criteria), subject to a
 three-year phase-in
period. The
proposal would
also apply
"clean holding
company" requirements
to Category
II through
IV bank
 holding companies, which would, among other things, prohibit
entering into derivatives and certain other
financial contracts with third
 parties.
 As of December 31, 2023, Popular,
PNA, BPPR and PB's total assets were below
the thresholds for applicability of these
 rules, except that BPPR would be subject to the
FDIC's proposed amendments to its resolution planning requirements applicable to
 insured depository institutions
with more than
$50 billion but
less than $100
billion in assets
(if those amendments
are adopted as
 proposed).
 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
to
FDIC
assessments
to
the
DIF.
 assessments are
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
 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
 In
2022,
the
FDIC
finalized
a
rule
that
base
rates
by
basis
 points, beginning with the first quarterly assessment period of 2023. The FDIC, as required under the Federal Deposit Insurance Act

 ("FDIA"), established
a plan
in September
2020 to
restore the
DIF reserve
ratio to
meet or
exceed the
statutory minimum
of 1.35
 percent within
eight years. The
increased assessment is
intended to improve
the likelihood that
the DIF
reserve ratio would
reach
 the required minimum by the statutory deadline
of September 30, 2028.
 As
of
31,
2023,
we
had
a
DIF
total
asset
less
base
of
 approximately $66 billion.
 On
November 16,
2023,
the
FDIC finalized
a
rule
that
a special
assessment to
recover the
costs to
the
DIF
from
the
use,
in
March
2023,
of
the
systemic
risk
exception to
the
least-cost resolution
test
FDIA
in
 connection with the
receiverships of Silicon
Valley Bank
and Signature Bank.
The FDIC estimated
in approving the
rule that those
 assessed losses
total approximately $16.3
billion. The
rule provides
that this
loss estimate
periodically adjusted, which
will
the
of
the
special assessment.
rule, the
base
is
the
estimated uninsured
deposits that
an
 insured depository
institution reported
Consolidated Reports of
Condition and Income
("Call Report")
 excluding the
first
$5 billion
in estimated
uninsured deposits.
For a
that
has more
than one
insured depository
subsidiary,
such
as
the
$5
exclusion
is
allocated
among
the
company's
 subsidiaries in
proportion to
each insured
depository institution's
estimated uninsured
deposits. The
assessments will
be
 collected at
an annual
rate of
approximately 13.4 basis
points per year
(3.36 basis
points per
quarter) over eight
quarters in
2024
 and 2025,
first assessment
period beginning
January 1,
2024. Because
loss pursuant
systemic risk
will
be
periodically adjusted,
the
FDIC
retains the
cease
collection
early,
extend the
 collection period and
impose a final
shortfall special assessment
on a one-time
basis. Popular expects the
special assessments to
 be
tax
deductible. The
total
of
the assessments
for Popular
is
estimated at
$71.4 million
and such
was recorded
as
an
 expense in
the quarter
of adoption
(the quarter
31, 2023).
As of
FDIC's loss
 described in the final rule
had increased by approximately $4.1 billion to $20.4
billion, or approximately 25%. If such increase
loss
remains
unchanged and
is
assessed
in
the
same
manner,
the
Corporation estimates
that
the
incremental
 expense for the special assessments could be approximately
$18 million.
 Brokered Deposits
 The FDIA
and regulations
adopted thereunder
restrict the
use of
brokered deposits
rate of
interest payable
on
 deposits for institutions
that are less
than well capitalized.
Popular does not
believe the brokered
deposits regulations have
had or
 will have a material effect on the funding or liquidity
of BPPR and PB.
 Capital Adequacy
 Popular, PNA,
BPPR and PB are
each required to comply
with applicable capital adequacy standards
established by the
(the
"Capital
Rules"),
which
implement
the
Basel
III
set
forth
by
the
Basel
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")
 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,
the
most
form
of
Additional
Tier
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-
asset
ratios. The
conservation
buffer
is
designed
to
absorb
of
economic stress.
Banking
with
a
ratio
of
CET1
to
risk-weighted
above
the
minimum
but
below
the
conservation
buffer
will
face

 constraints on
dividends, equity repurchases
and compensation based
the shortfall and
eligible retained
 (that is,
four quarter trailing
net income, net
of distributions
and tax
effects not
reflected in net
income). Thus, Popular,
 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
purposes of determining
regulatory capital ratios.
Pursuant to the
Capital Rules, the
effects of certain
 AOCI
items
are
not
excluded;
organizations
that
are
not
to
Categories
I
or
II
under
the
 framework for
banking organizations
with $100
more in
assets, including
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
of their
available for
sale
 securities portfolios.

 The
Capital
Rules
preclude certain
hybrid
securities, such
as
trust
securities, from
inclusion
in
bank
 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. As
 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.
Banking organizations that are
 not subject to Category
I or II standards
are subject to rules that
provide for simplified capital requirements relating
to the threshold
 deductions
for
tax
in
the
of
unconsolidated
 institutions and inclusion of minority interests
in regulatory capital.
 Failure
to
meet
guidelines
could
and
its
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
Basel III
post-
 crisis regulatory
reforms. Among other
things, these
standards revise
the Basel
Committee's standardized approach
risk
 (including
by
recalibrating
risk
and
introducing
new
for
"unconditionally
cancellable
 commitments," such
as
unused credit
card
lines of
credit) and
a new
standardized approach
for operational
risk capital.
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.

 On
July
27,
2023,
the
revisions
to
the
Capital
Rules
to
implement
the
Basel
 Committee's
2017
and
make
other
to
the
Capital
Rules,
the
of
organizations
in
 Categories III and
IV to
elect not to
recognize most elements
of AOCI in
regulatory capital. The
proposal introduces revised
 risk, equity risk, operational risk, credit valuation adjustment risk and market risk requirements, among other changes. However,
the
 revised capital requirements of the proposed rule would not apply to Popular, BPPR, or PB because
they have less than $100 billion
 in total consolidated assets and trading assets and
liabilities below the threshold for market risk
 In
2018,
the
a
final
rule
modifying
their
rules
and
 providing an
option to
phase in
over a
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
 standards. Popular has availed itself
of the option to
phase in over a period
of three years the
day one effects on
regulatory capital
adoption of
CECL. In
2020, federal
bank regulators
adopted a
rule that
allowed banking
organizations to
elect to
delay
 temporarily
the
of
adopting
CECL
on
until
2022
and
subsequently
to
phase
in
the
 effects through January 2025.

 Refer to the Consolidated Financial Statements in this Form 10-K., Note 21 and Table 9 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 this Form
 10-K Note 2 for more information regarding CECL.

 Prompt Corrective Action
 The
FDIA
requires,
among
other
the
to
take
prompt
corrective
action
in
of
that
do
not
meet
minimum
The
FDIA
establishes
five
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
 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
is
equal
to
or
less
than
2.0%
of
An
may
be
 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
or
if
it
receives
an
unsatisfactory
examination
with
to
matters.
An
 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
institution's overall
or prospects
for other
 purposes.
 The FDIA 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
are
to
on
from
the
System.
In
 undercapitalized
are
to
limitations
and
are
to
submit
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
at
the
time
it
becomes
undercapitalized
or
the
of
the
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
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
may
be
to
a
number
of
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
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
to
such
as
and
PNA,
which
such
 institutions. As of December 31, 2023,
both BPPR and PB met the quantitative requirements
for 'well capitalized' status.
 Restrictions on Dividends and Repurchases
 The
of
for
and
PNA
have
from
their
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
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, 2023, BPPR declared
cash dividends of $200
million, a portion of
which was
 used by Popular for the payments of the cash dividends on its
outstanding common stock. At December 31, 2023, BPPR needed to
 obtain prior approval of the Federal Reserve Board before declaring a dividend
in excess of $387 million due to its
retained income,
 declared dividend activity and transfers to statutory reserves over the
three year's ended December 31, 2023. In addition, a member

 bank may
not declare
or pay
a dividend
in an
amount greater
than its
undivided profits
as reported
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
of
the
Board
and
the
 NYSDFS.
 During the year
2023, PB
declared cash dividends
of $50
million, a portion
of which
was used
by
 Popular for the payments of the cash dividends on
its outstanding common stock.
 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.
also
provides that
a
bank
inform
the
 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
Board
also restricts
the
organizations to
conduct stock
repurchases. In
 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.
 Subject to compliance with certain conditions, distributions of U.S. sourced dividends to a corporation
organized under the
 laws
Commonwealth of
to
a withholding
tax
of 10%
instead of
the 30%
applied to
other "foreign"
 corporations. Accordingly, dividends from current or accumulated earnings and profits
paid by PNA to Popular, Inc. sourced from the
 U.S. operations of PB are subject to a 10%
tax withholding.
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
 See
"Puerto
Rico
Regulation"
below
for
a
of
on
to
pay
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
 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 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
who
meets
and
and
whose
 institutions meet management,
capital and
Community Reinvestment Act
("CRA") standards may
elect to
be treated
as a
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
 In order for a bank holding company to elect to be treated as a financial
holding company, (i) all of its depository institution
must
be
well capitalized
(as described
above)
and
well managed
and
(ii)
it
must
file a
declaration with
 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 itself be and remain
well capitalized and well managed. The Federal Reserve Board's
regulations applicable
 to bank holding companies separately define
"well capitalized" for bank holding companies,
such as Popular,
to require maintaining
 a tier 1 capital
ratio of at least
6% and a total capital
ratio of at least 10%.
Popular and PNA have elected
to be treated as
A
is
to
be
"well
managed"
if,
at
its
most
recent
inspection,
examination
or
 subsequent review
appropriate federal banking
agency (or
the appropriate state
banking agency), the
depository institution
at
least
a
"satisfactory"
composite
and
at
least
a
"satisfactory"
for
the
component
of
the

 composite
rating.
If,
after
becoming
a
company,
the
fails
to
to
meet
any
of
the
or
 management requirements
for financial
status, the
must
enter into
a confidential
agreement with
the
Board
to
with
all
applicable capital
and
If
the
does
not
to
days,
the
Board
may
extend
the
or
may
order
the
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
Dodd-Frank Act
restricts the
Popular and
its subsidiaries,
 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
subsidiaries generally
engage in
the businesses
the Volcker
 Rule; therefore, the Volcker Rule does not have a material effect on our

 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
U.S.
 government to help prevent, detect and prosecute international money
laundering and the financing of terrorism. Title
III of the USA
 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.
 The
Anti-Money
Laundering
Act
of
2020
("AMLA"),
which
amended
the
Bank
Secrecy
Act
(the
"BSA"),
is
intended
to
 comprehensively
reform
and
modernize
U.S.
anti-money
laundering
laws.
Among
other
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;
the
of
for
 testing technology and
internal processes for BSA
compliance; expands enforcement-
and investigation-related authority,
 a
expansion
in
the
for
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
of
the
AMLA
will
depend on,
among
other
rulemaking and
implementation guidance.
In
June
2021,
the
 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.
 Federal regulators
regularly examine BSA/Anti-Money
Laundering and sanctions
compliance to
enhance their
 and effectiveness, and the frequency and extent of such examinations
and related remedial actions have been
increasing.
 Community Reinvestment Act
 The
CRA
banks
to
help
serve
the
needs
of
their
communities,
extending
to
low-
and
 moderate-income individuals
and geographies.
Should
or our
bank
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.
On October 24, 2023,
the
 OCC,
the
Board,
and
the
FDIC
jointly
a
final
rule
to
modernize
the
agencies'
CRA
 regulations and respond to changes in the
banking industry. Among other
items, the final rule introduces new tests
under which the
 performance of banks will
be assessed and includes
data collection and reporting requirements,
many of which are
applicable only
 to banks with over
$10 billion in assets, such
as BPPR and PB.
The effective date of
the final rule is
April 1, 2024; however,
banks
 will not be required to begin complying with certain provisions
of the final rule until January 1, 2026, with data reporting requirements
 becoming applicable on January 1, 2027.

 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.
the
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.
 In
2023,
the
Board
amendments
to
its
rules
on
interchange
fees.
The
 changes would establish a
maximum permissible interchange fee of
no more than
14.4 cents per transaction
plus four basis points
 multiplied by
the value
transaction. The
fraud prevention
adjustment would
be increased
to 1.3
cents per
transaction. The
 proposed rule would also establish an automatic update of the interchange fee cap every other year based on a survey of debit card
 issuers.
 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
 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
with
any
with
a
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.
 On October
19, 2023,
the CFPB
proposed a
new rule
to implement
Section 1033
Consumer Financial
 Act
that
would require
a provider
of
payment accounts
or
products, such
as a
bank, to
make data
consumers upon
 request regarding the products or services they obtain from the provider. Any such data
provider would also have to make such data
 available to third
parties, with the consumer's
express authorization and through
an interface that satisfies
formatting, performance
 and security standards, for the purpose of such third parties providing the consumer with financial products or services requested by
 the
consumer.
Data
that
would
be
to
be
made
available under
the
rule
would
information,
 balance, account
and routing
numbers, terms and
conditions, upcoming bill
information, and certain
account verification data.
The
rule
is
intended
to
give
consumers
over
their
data,
with
whom
it
is
shared,
and
encourage
 competition in the provision of consumer financial products or services. For banks with at least $850 million and less than $50 billion
 in
total
with
the
rule's
would
be
two
and
a
half
years
after
 adoption of the final rule. For
banks with at least $50 billion and
less than $500 billion in total
assets, compliance with the proposed
 rule's requirements would be required approximately
one year after adoption of the final rule.
 On
17,
2024,
the
CFPB
a
rule
that
would
reform
the
governing
 overdraft practices applicable
to banks such
as BPPR and
PB that have
more than $10
billion in assets.
The proposed rule
would
or
eliminate
several
long-standing
exclusions
from
to
that
 exempted certain overdraft practices.
The proposal would also generally require banks to restructure many overdraft fees, overdraft
 lines
of credit,
overdraft practices
as separate
consumer credit
accounts that
would be
those requirements.
 These changes
regulatory framework could
PB, among
other things,
facing higher
compliance costs
in
 charging
overdraft
fees,
a
to
recover
extended
as
overdraft
protection,
reducing
the
 availability of overdraft protection, and/or charging lower
overdraft fees.
 Office of Foreign Assets Control Regulation
 The
U.S.
Department
Office
of
Foreign
Control
("OFAC")
administers
that
with
foreign
countries,
nationals
and
The
OFAC-administered
targeting
countries
take
 many
forms.
Generally,
they
contain
one
or
more
of
the
elements:
(i)
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
in
any
manner without
a
license
from
OFAC.
Failure
to
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)
 unless
have
the
opportunity
to
opt
out
of
the
disclosure.
The
Fair
Reporting
Act
restricts
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
standards among
financial institutions.
A
financial institution
is expected
to
establish lines
of
and
to
risk
that
are
designed
to
address
the
risk
posed
by
compromised
 credentials. A
financial institution's
management is
maintain sufficient
business continuity
planning processes
 rapid
recovery,
resumption
and
maintenance
of
the
after
a
cyber-attack
involving
destructive
malware.
A
is
also
to
develop
to
enable
of
data
and
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
various regulatory
sanctions, including financial
 penalties. In November 2021, the U.S. federal bank regulatory
agencies issued a final rule requiring banking
organizations, including
PNA,
PB,
to
notify their
primary federal
banking regulator
36 hours
of
determining that
a "notification
 incident"
has
occurred.
A
notification
incident
is
a
"computer-security
incident"
that
has
disrupted
or
degraded,
or
is
 reasonably likely
to materially
disrupt or
degrade, the
banking organization's
deliver services
to
a material
portion of
its
 customer base,
jeopardize the viability
of key
operations of the
banking organization, or
impact the stability
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 NYSDFS
regulated
by
the
NYSDFS,
PB,
to,
among
other
(i)
and
a
 cybersecurity program designed
to enhance 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
Officer.
 On
1,
2023,
the
NYSDFS
adopted
 amendments to
its
cybersecurity regulations
that
represent
a
update
to
the
regulation of
cybersecurity practices.
The
 amendments
fall
the
five
categories:
(i)
mandatory
with
attack
 vectors,
(ii)
enhanced
for
privileged
accounts,
(iii)
enhanced
notification
obligations,
(iv)
expansion
of
cyber
 governance
practices
and
(v)
additional cybersecurity
requirements for
larger companies.
Most
of
the
amendments
will
become
 effective 180 days after adoption.
 On
July
6,
2023,
the
SEC
adopted
new
rules
that
would
registrants,
such
as
to
(i)
report
 cybersecurity incidents
on Form
8-K and,
(ii) disclose
in Annual
Report on
cybersecurity policies
and procedures
and
 governance practices, including at the board and
management levels.
 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")
imposes privacy
compliance obligations
with regard
to
the
 collection,
use
and
disclosure of
information of
California residents,
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
 became effective
on January
1, 2023.
In European
Union, the
General Data
Protection Regulation heightens
privacy compliance
and
strict
for
data
breaches.
We
expect
this
trend
to
and
are
continually
 monitoring developments in the jurisdictions in which
we operate.
 See
"Puerto
Rico
Regulation"
below
for
a
of
legislations
and
on
privacy
and
 cybersecurity in Puerto Rico.
 Climate-Related and ESG Developments
 In
recent
years,
federal,
state
and
international
lawmakers
and
have
their
focus
on
 institutions'
and
other
companies'
risk
oversight,
and
practices
in
with
climate
and
other
 environmental, social and
governance ("ESG") matters.
For example,
on October
24, 2023, the
Federal Reserve, FDIC,
and OCC
 finalized
interagency
on
principles
for
climate-related
risk
to
regulated

 institutions with more
than $100 billion
in total consolidated
assets. The principles
are intended to
support efforts by
large financial
 institutions to
focus on key
aspects of climate-related
financial risk management
and cover six
areas: (1)
governance; (2) policies,
 procedures,
and
limits; (3)
strategic planning;
(4)
risk
management; (5)
data,
risk measurement,
and reporting;
and
(6)
scenario
 analysis.
On
21,
2022,
the
NYSDFS
on
climate-related
risk
to
 NYSDFS-regulated banking
and mortgage
organizations, including
PB.
The
proposed guidance
would address
material financial
 risks related to
climate change faced
by these organizations in
the context of
risk assessment, risk management,
and risk appetite
 setting. On March 21, 2022, the SEC issued a proposed rule on the enhancement and
standardization of climate-related disclosures
 for investors. The
proposed rule would
require public issuers,
including the Company,
to significantly expand
the scope of
climate-
 related disclosures in
their SEC filings.
The SEC
also announced plans
to propose rules
to require enhanced
disclosure regarding
 human capital management and board diversity for
public issuers.
 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,
not "large,
complex banking
organizations." Deficiencies will
be
 incorporated into
the
organization's supervisory
ratings, which
can
the
organization's ability
to
make
acquisitions and
take
 other
actions. Enforcement
actions may
be taken
a
organization if
its
incentive compensation
arrangements, or
risk-management
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
Board,
OCC
and
FDIC
have
final
on
incentive
 policies intended to discourage excessive risk-taking in
the incentive compensation policies of banking organizations
in order to not
 undermine
the
safety
and
soundness
of
such
organizations.
The
guidance,
which
covers
all
that
have
the
to
 materially affect
the risk
profile of an
organization, either individually
or as
a group,
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
to
effectively
identify
and
manage
(ii)
be
compatible
with
and
risk
 management, and (iii)
be supported by
strong corporate governance,
including active and
effective oversight
organization's
 board of directors.
 The Dodd-Frank Act requires the U.S. financial regulators, including the Federal Reserve Board, the other federal banking
and
the
SEC,
to
adopt
rules
prohibiting
incentive-based
arrangements that
encourage
inappropriate
risks
by
 providing excessive
compensation or
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 October
2022, the SEC
adopted a final
rule requiring securities
exchanges to adopt
rules mandating, in
the case of
a
 restatement, the
recovery or
"clawback" of
excess incentive-based
compensation paid
to current
or former
executive officers
and
 requiring listed
issuers to
disclose any
recovery analysis where
recovery is
triggered by
a restatement.
The excess
 would be based
on the amount
the executive officer
would have received
had the incentive-based
compensation been determined
 using the restated
financials. The Nasdaq
Stock Market's listing
standards pursuant to the
SEC's rule became
effective October 2,
 2023. Popular's clawback policy adopted in accordance
with these listing standards is included as
Exhibit 97.1.
 Regulation of Broker-Dealers
 Our subsidiary,
PS, is a
registered broker-dealer with the
SEC and subject to
regulation and examination by
the SEC as
 well
as
FINRA
and
other
self-regulatory
organizations.
These
cover
a
broad
range
of
issues,
 requirements;
sales
and
practices;
use
of
client
funds
and
securities;
the
conduct
of
directors,
officers
and
employees;
 record-keeping and recording;
supervisory procedures to
prevent improper trading
on material
non-public information; qualification
 and
licensing
of
sales
personnel;
and
limitations
on
the
extension
of
in
In
to
 registration, state securities
commissions require the
registration of certain
broker-dealers. PS is
registered with 35
U.S. state and
 territory securities commissions.
 Regulation of Reinsurers, Insurance Producers and Agents
 Popular's subsidiaries that are engaged in
insurance agency and producer activities are
subject to regulatory supervision
 by the Puerto
Rico Office of
the Commissioner of Insurance
and to insurance laws
and regulations requiring licensing
of insurance
 producers and
agents. Popular's
reinsurance subsidiaries
to
licensure and
regulatory supervision

 Office of the Commissioner of Insurance and
to insurance laws and regulations requiring, among
other things, minimum capital and
 solvency standards, financial reporting, restrictions on
the amount of dividends payable, record
keeping and examinations.
 Puerto Rico Regulation
 As
a
bank
organized
under
the
laws
of
Rico,
BPPR
is
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
Banking Law
requires that
at
least ten
percent (10%)
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
 on common and preferred stock. During 2023, $44.5
million was transferred to the statutory reserve
account.
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%
demand liabilities, excluding
government deposits (federal,
state and
 municipal) that
are secured
by collateral.
If a
bank is
authorized to
establish one
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
of
16.
Pursuant
to
an
order
of
the
Board
dated
24,
1982,
BPPR
has
been
exempted
from
the
of
the
System
with
to
payable
in
Rico.
BPPR
is
to
the
requirement
 prescribed by the Banking Law. During 2023, 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, 2023, the
legal
 lending limit
for BPPR
under this
provision was
approximately $341
million. In
the case
of loans
which are
secured by
 worth at
least 25% more
than the amount
loan, the
maximum aggregate amount
of such secured
loans is
increased to
one
 third of
the paid-in capital
of the bank,
plus its reserve
fund. In no
event may the
total of unsecured
and secured loans
to any one
 person, firm, partnership or corporation exceed an aggregate amount of 33 1/3% of the paid-in capital and reserve fund of the bank.
 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%
undivided profits
and for
loans secured
by collateral
 worth at
least 25%
more than
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
 Rico,
or
by
debt
bonds,
not
in
default,
of
municipalities
or
of
Rico.
2023,
BPPR
was
in
 compliance with the lending limit requirements of Section
17 of the Banking Law.
of
the
Banking Law
authorizes a
bank to
conduct certain
and
activities directly
or
 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
Rico. The
origination
 and servicing of mortgage loans is conducted by
Popular Mortgage, a division of BPPR.
 With
respect to
information privacy,
Rico
law
requires businesses
to
implement information
controls to
 protect
consumers'
from
breaches,
as
well
as
to
notice
of
any
breach
to
customers.
In
 addition, as
noted above
in "Regulation
of
Reinsurers, Insurance
Producers and
Agents", Popular's
reinsurance subsidiaries
are
licensure and regulatory
supervision by the
Puerto Rico Office
Commissioner of Insurance
and to insurance
laws
 and regulations.

 Available Information
 We maintain an
Internet website at www.popular.com.
Via the "Investor
Relations" link at our
website, our annual reports
 on
Form 10-K,
quarterly reports
on
Form 10-Q,
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
 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
 rules
of
the
SEC
promulgated
thereunder.
Our
Code
of
Ethics
is
on
our
website,
www.popular.com,
in
the
 section entitled "Corporate Governance." In the event that we make changes to, 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
website,
we
have also
posted the
charters
for
our Audit
Committee, Talent
and
Committee,
Risk
Committee,
Governance
and
Nominating
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
only
and
are
not
intended
to
be
links
or
to
 incorporate any website information into this Form
10-K.
 ITEM 1A. RISK FACTORS
 We, like
other financial institutions,
face risks
inherent to
our business,
financial condition, liquidity,
 and
position.
These
risks
could
cause
our
to
from
our
or
the
 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
deem
to
be
immaterial,
or
that
are
to
all
institutions,
may
also
 adversely affect our business, financial condition, liquidity, results of operations or capital
position.
 ECONOMIC AND MARKET RISKS
 Weakness in
the economy,
particularly in
Puerto Rico,
where a
significant portion
business is
concentrated, has
 adversely impacted us in the past and may adversely
impact us in the future.
 We have been, and will continue to be, impacted by global and local
economic and market conditions, including weakness
economy,
disruptions and
volatility in
markets, inflation,
monetary and
fiscal policies,
public policy,
geopolitical
 conflicts, business and consumer sentiment and unemployment. A significant portion of our business is concentrated
in Puerto Rico,
 which accounted for approximately 77% of
our assets and 81% of
our deposits as of December 31,
2023 and 78% of our
2023. As
a result,
our financial
condition and
operations are
highly dependent
trends
of
the
Rico
economy
and
other
affecting
Rico
consumers
and
businesses.
The
 concentration of
our operations in
exposes us to
greater risks than
other banking companies
wider geographic
 base.
has faced significant
economic and fiscal
challenges in the
past, including a
severe recession that
began in
 2007 and
persisted for
over a
decade and
an acute
fiscal crisis
that led
Rico government
to file
for a
form
of federal
 bankruptcy protection
in 2017.
Puerto Rico's
fiscal and
economic challenges
have in
the past
adversely affected
our customers,
in
delinquencies,
charge-offs
and
for
us.
While
Rico's
economy
has
been
gradually
 recovering
and
the
Rico
emerged
from
bankruptcy
in
2022,
Rico
still
faces
and
 challenges.
Rico
has
historically
a
of
funds
non-recurring
 appropriations, particularly to cover costs associated with its health insurance program, and Puerto Rico's recent economic recovery
 has
been partially
significant federal
disaster relief
and stimulus
funding. Therefore,
Rico economy
is highly
 susceptible
to
in
towards
Rico.
Public
that
in
a
of
 funding for Puerto
Rico, or in
delays in the
receipt of such funding,
could significantly impact Puerto
Rico's economy.
A weakening
 of the Puerto
Rico economy or other
adverse economic conditions affecting
Puerto Rico consumers and
businesses could result in

 decreased demand
for our
products or services,
deterioration in the
credit quality
customers, higher
delinquencies, charge-
 offs or increased losses, all of which could adversely affect
our financial condition and results of operations.
 We are
also exposed
to risks
the state
local economies
other markets
in which
we do
 such as New York and Florida, and to the state of the global and U.S. economy and financial
markets. Global financial markets have
 recently
experienced periods
of
extraordinary disruption
and volatility,
exacerbated by
geopolitical conflicts,
the
U.S.
debt-ceiling
 situation,
high
of
inflation
and
rapid
increases
in
rates.
Inflationary
pressures
of
our
 (including our
personnel expenses)
and adversely
affected consumer
sentiment. Central
bank responses
to inflationary
pressures
 led to higher
market interest rates
and, in turn,
lower activity levels across
U.S. and global financial
markets. These circumstances
 resulted in,
and could
result in,
reductions in
the value
of
our investments.
If these
conditions persist
or worsen,
our
 results of operations, financial position and liquidity
could be materially and adversely affected.
 Changes
in
rates
and
spreads
can
our
our
 portfolio,
since
a
of
our
business involves
and
money,
and
investing in
 instruments.
 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 interest rates, in the shape of the yield curve or in spreads between different types of rates, have had and could in the future have
 a material impact on our results
of operations and the values of our
assets and liabilities, including our investment portfolio.
 rates are
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
monetary and
tax policies
of various
governmental bodies,
particularly the
 Reserve Board.
 Increasing levels of inflation, driven
by pent-up demand and supply-chain disruptions caused
by the COVID-19 pandemic
 and the war in Ukraine, led
the Federal Market Committee of the Federal Reserve Board
(the "FOMC") to execute a series of sharp
 benchmark interest
rate increases
beginning in
the first
quarter of
2022. While
the
FOMC has
indicated that
it
may conclude
its
 interest rate hike cycle, the amount and pace of any reduction in interest rates remains uncertain. Higher interest rates could lead to
 fewer originations of
commercial and residential
real estate loans,
loss of deposits,
a misalignment in
the pricing of
short-term and
borrowings,
less
in
the
markets
and
costs.
rates
could
 negatively affect
the payment
performance on
loans linked
to variable
extent borrowers
are unable
to afford
 higher interest
payments, which
could result
in higher
delinquencies. Inflationary
pressure arising
from increases
rates
 may also affect
borrowers' financial condition and
their ability to
pay their debts
when due. Additionally,
if the interest
rates we pay
 on
our
and
other
borrowings
were
to
at
a
faster
rate
than
the
rates
we
on
loans
and
other
 investments,
our
net
and,
therefore,
our
earnings,
could
be
affected.
All
of
these
outcomes
could
 adversely affect our earnings, liquidity and capital levels.
 The
rapid
rise
in
rates
in
2022
resulted
in
$2.5
in
mark-to-market
on
 available-for-sale securities held in our investment securities portfolio. In October 2022, we transferred U.S. Treasury securities with
 a fair value of approximately $6.5 billion (par value of
$7.4 billion), and with accumulated unrealized losses of $873 million, from our
 available-for-sale portfolio to
our held-to-maturity portfolio.
While the size
of our unrealized
mark-to-market losses on
available-for-
 sale
had
been
reduced
to
$1.4
as
of
31,
2023,
if
rates
were
to
again
rise
rapidly
or
for
a
 prolonged period, we may accumulate significant additional mark-to-market
losses on investment securities in our available-for-sale
 portfolio, which may adversely affect our tangible capital
and impact our ability to return capital to our
stockholders.
 For a discussion of the Corporation's
interest rate sensitivity, please refer
to the "Risk Management" section of the MD&A
 in this Form 10-K.
 BUSINESS RISKS
 Negative
in
the
of
our
clients
have
us
in
the
past
and
may
 impact us in the future.

A significant portion of
our business involves lending money,
which exposes us to
credit risk and
risk of loss if
 do
not
repay
their
leases, credit
cards
or
other
obligations.
The
performance of
these
 affects our
and results
We have
past been
adversely affected
by negative
the
 financial condition of our clients due to weakness in
the Puerto Rico and U.S. economy. If the current economic environment were to

 deteriorate, more customers may have difficulty in repaying their credit obligations, which may result in higher levels
of credit losses
 and reserves for credit losses.
 We are exposed to
increased credit risks and credit losses
to the extent our clients are
concentrated by industry segment
 or type of client.
 Our credit risk and credit
losses can increase to the extent
our loans are concentrated in borrowers engaged in
 or similar
activities or
in borrowers
who as
a group
uniquely or
disproportionately affected
by certain
economic or
 conditions. We have significant
exposure to borrowers in certain
economic sectors, such as residential
and commercial real estate,
 hospitality and healthcare. Challenging economic or market conditions that affect
the industries or types of clients to
which we have
 significant exposure could result in higher credit
losses and adversely affect our financial condition
and results of operations.
 We also
have direct
lending and
investment exposure
to Puerto
Rico government
entities, which
have faced
 fiscal challenges.
our exposure
government consisted
of $362
direct lending
 exposure to Puerto
Rico municipalities and
$238 million in
loans insured or
securities issued by
Puerto Rico governmental
 but for
principal source
of repayment
is non-governmental.
We also
have indirect
lending exposure
 government in the
form of loans
to private borrowers
who are service
providers, lessors, suppliers
or have other
relationships with
 the Puerto Rico government. While the overall fiscal situation
of the Puerto Rico government has improved in recent years,
 as
of
the
and
of
its
having
restructured
their
debt
obligations,
some
Rico
 government entities, including certain municipalities, still face significant
fiscal challenges. A deterioration in the fiscal situation of the
government and its
instrumentalities, and in
particular in the
fiscal situation
municipalities to
which
 we have direct lending exposure, could result in
higher credit losses and reserves for credit losses. For
a discussion of risks related
 to the Corporation's credit exposure to the Puerto Rico
and USVI governments, see the Geographic and
Government Risk section in
 the MD&A section of this Form 10-K.
 Deterioration in the
values of real
properties securing our commercial, mortgage
loan and construction portfolios
have in
 the past resulted, and may in the future result,
in increased credit losses and harm our results
 As of
2023, approximately
55% of
our loan
portfolio consisted
of loans
secured by
 (comprised of 30% in commercial loans, 22% in residential
mortgage loans and 3% in construction loans). The
value of the collateral
 securing such loans is dependent upon economic conditions in the area in which the collateral is located. Weakness in the economy
 of some of the
markets we serve has in
the past resulted in significant
declines in the value of
the real properties securing our
loan
 portfolio, leading to increased credit losses. If the value of
the real estate properties securing our loan portfolio declines again in
the
 future, we may be
required to increase our
provisions for loan losses
and allowance for loan
losses. Any such increase could
have
 an adverse effect on
our 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 this
Form 10-K.
 We
are
exposed
to
risk
from
loans
that
have
been
sold
or
are
being
to
 arrangements.
is
at
risk
for
loan
defaults
from
the
time
it
funds
a
loan
until
the
time
the
loan
is
sold
or
 securitized into a
mortgage-backed security.
However, we
have retained part
of the credit
risk on sales
of mortgage loans
arrangements,
and
we
also
loan
with
recourse.
At
31,
2023,
we
were
 exposed to credit risk with respect to $0.6 billion in residential mortgage loans sold
or serviced subject to credit recourse provisions,
 consisting principally of loans associated with the Fannie Mae and
Freddie Mac programs. Pursuant to such recourse provisions,
we
 are required to repurchase the loan or reimburse the third-party investor for the incurred loss in the event of a customer default. 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
is
to
the
total
outstanding balance
of
the
loans
with
and
interest, if
applicable. In
the
event
of
nonperformance by
the borrower,
we
have
to
the
underlying collateral
 securing the
mortgage loan.
During 2023,
we repurchased
approximately $2
credit recourse
 provisions. As
our liability
established to
cover the
estimated credit
loss exposure
loans sold
or
 serviced with credit recourse amounted to $4 million. We may suffer losses on these loans if 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
with
the
sale
and
securitization
of
we
are
to
make
a
variety
of
customary
 representations
and
warranties regarding
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,
the
accuracy
of
in
the
loan
documents
and
loan
file
and
the
and
enforceability of
the
loan.
A
loan
that
does
not
with
the
secondary
market's
may
take
 longer to
sell, impact
to securitize
the loans
or pledge
the loans
as collateral
for borrowings,
or be
unsalable or
salable
 only
at
a
discount.
if
any
such
loan
is
sold
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.
We
 seek to
minimize repurchases and
losses from defective
loans by correcting
flaws, if possible,
and selling or
re-selling such loans.
if
we
were
to
suffer
from
defective
and
repurchased
our
of
and
 condition could be materially impacted.
 If we are
unable to maintain
or grow our
deposits, we may
be subject to
paying higher funding costs
and our net
 income may decrease.

We rely primarily
on bank deposits as
a low cost and
stable source of funding
for our lending activities
and the operation
 of
our
business.
Therefore,
our
costs
are
largely
on
our
to
and
grow
our
deposits.
As
our
 competitors have raised the
interest rates they pay
on deposits, our
funding costs have increased,
as we have
needed to increase
 the rates we
pay to our depositors
to avoid losing deposits
and to procure new
ones. Rising interest rates
have also led customers
 to move their funds to alternative investments that
pay higher interest rates.
Additionally, periods of market stress
or lack of market
 or customer confidence in financial institutions may result in
a loss of customer deposits, especially to the
extent those deposits are
 in excess of the FDIC-insured limit of $250,000. As of
December 31, 2023, we had $14.6 billion of deposits (other
than collateralized
 public funds, which represent public deposit balances from governmental entities in the U.S. and its territories, including Puerto Rico
 and the United States Virgin Islands, that are collateralized based on such jurisdictions'
applicable collateral requirements) in excess
 of the FDIC-insured limit. As deposits decrease, we
may need to rely on more
expensive sources of funding. Furthermore, we have
 a
of
from
the
Rico
government,
its
and
municipalities
($18.1
billion,
or
 approximately 28% of our
total deposits, as of
December 31, 2023), and
the amount of these
deposits may fluctuate depending on
condition and
liquidity of
these entities,
as on
to maintain
these customer
relationships. Under
the
 terms of
BPPR's deposit
pricing agreement
with Puerto
Rico public
sector,
public fund
deposit rates
are market
linked with
a lag
 minus a
specified spread.
Therefore, as
market rates
rise, we
are required
to sequentially
increase the
rates we
pay our
 deposits. If
we are unable
to maintain or
grow our deposits
for any
reason, we may
be subject to
paying higher funding
costs and
 our net interest income may decrease.
 OPERATIONAL RISKS
 We
and our
third-party providers
have been,
and expect
future to
be, subject
to cyber-attacks,
which
 could cause substantial harm and have an adverse
effect on our business and results of operations.
 Cybersecurity
risks
for
large
such
as
have
in
recent
years
in
part
 because of
the proliferation
of new
technologies, such
as mobile
banking, artificial
intelligence and
the ability
to conduct
instant
 financial transactions anywhere
globally, growing
geo-political threats, such
as the ongoing
wars in Ukraine
and in the
Gaza Strip,
 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
to
 manage and
maintain cybersecurity
controls through
a variety
of preventative
and detective
tools that
monitor, block,
and provide
 alerts
regarding suspicious
and
identify suspected
advanced persistent
threats.
Notwithstanding our
defensive measures
 and
the
we
devote
to
protect
the
of
our
systems,
there
is
no
that
all
of
our
 measures will be effective at all times, especially as the threats from cyber-attacks are continuous and severe. The risk of a security
 breach due
to a
cyber-attack could
the future
as we
expand our
mobile banking
internet-based
 product
offerings,
the
use
of
the
cloud
for
and
hosting
and
use
of
internet-based
and
 applications.
 We
detect and
identify attacks
becoming more
sophisticated and
increasing in
volume, as
 attackers
that
respond
rapidly
to
in
defensive
countermeasures. The
most
cyber-attack
risks
that
we
or
our
 critical service providers may face include, but are not limited to,
e-fraud, denial-of-service (DDoS), ransomware, computer intrusion
 and
the
exploitation of
software zero-day
vulnerabilities that
might result
in
disruption of
and in
the
exposure or
loss of
or
proprietary
data.
Loss
from
e-fraud
occurs
when
cybercriminals
compromise
our
or
the
of
our

 customers and extract
funds from customer's
credit cards or
bank accounts, including
through brute force,
password spraying and
 credential
stuffing
attacks
directed
at
gaining
unauthorized
to
accounts.
Denial-of-service
attacks
intentionally
 disrupt
the
of
legitimate
users,
and
to
networks,
websites
and
online
resources.
 Computer intrusion attempts either direct or through social engineering (pretext calls), supply chain compromise, email, text or voice
 messages, including using brand impersonation (regularly referred
to as phishing, vishing, smishing
and quishing), have resulted in
 and may continue to result in the compromise of sensitive customer data, such as account numbers, credit cards and social security
 numbers,
and
could
reputational, legal
and
regulatory costs
to
if
successful.
The
emergence of
new
 technologies such as artificial intelligence and quantum
computing are further expected to exacerbate
the risk of cyber-attacks.

 Our
customer-facing
platforms
are
also
routinely
attacked
by
threat
actors
aiming
to
gain
unauthorized
to
our
 clients' accounts.
Popular has
recently implemented
certain defensive
measures in
response to
brute force
attacks on
one of
our
 platforms which resulted in certain
of our customers log-in credentials
and information being exposed. As
a result, Popular notified,
 as required
or otherwise
deemed appropriate,
customers identified
as affected
incident. We
have to
date not
experienced
 material losses in connection with these attacks. Cyber-security risks have also been recently exacerbated by the discovery of zero-
 day vulnerabilities in widely distributed third party software,
such as the vulnerability identified in the Apache
log4j in December 2021
 and in the MOVEit file transfer application in
May 2023, which could affect Popular's or any
of its service provider's systems.
 The
use
of
remote
and
third-party
video
conferencing
solutions
to
enable
work-from-home
 arrangements for employees and facilitate
the use of digital
channels by our customers,
has also increased our
exposure to cyber-
 attacks. In
addition, a
third party
could misappropriate
confidential information
obtained by
intercepting signals
or communications
 from mobile devices
used by Popular's customers
or employees. Recent events,
including the wars
in Ukraine and
the Gaza Strip,
 have also
illustrated increased
geo-political factors
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
 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. Although
we are
regularly targeted
by unauthorized
threat-
 actor activity, including denial-of-service attacks, we have not, to date, experienced
any material losses as a result of cyber-attacks.

 A material compromise or circumvention of the security of our systems could
have serious negative consequences for us,
disruption
of
our
and
those
of
our
and
counterparties,
misappropriation
of
 confidential information
of us
or that
clients, customers,
counterparties or
employees, or
damage to
computers or
 used
by
us
or
by
our
and
counterparties,
and
could
in
violations
of
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
in
our
possession
were
to
be
mishandled,
misused
or
stolen,
we
could
suffer
 regulatory consequences, reputational damage
and financial loss.
Such mishandling, misuse
or misappropriation could include,
for
 example, if such information
were provided to parties
who are not permitted
to have the
information, either by fault
of our systems,
 by our employees
or counterparties, or
where such information
is intercepted or
otherwise inappropriately taken by
our employees
 or third parties.
 The
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
of
time
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,
public. Moreover,
new regulations may
require us
to disclose
 information about a cybersecurity event before
it has been resolved or
fully investigated. Furthermore, it may not
be clear how best
 to
contain
and
remediate
the
harm
caused
by
the
cyber-attack,
and
errors
or
could
be
repeated
or
 compounded before they are discovered and remediated. Cyber-attacks could cause interruptions
in our operations and result in the
 incurrence
of
costs,
including those
to
forensic analysis
and
legal counsel,
each of
which may
be
 ascertain the extent
of any potential
harm to our
customers, or employees, or
damage to our information
systems and any
legal or
 regulatory obligations that
may result therefrom.
Any cyber incidents
could also result
in, among other
things, increased regulatory
 scrutiny
and adverse
regulatory or
civil
litigation consequences.
For a
discussion of
the guidance
and rules
that federal
have
released
or
and
cyber
risk
see
"Regulation
and
 Supervision" in
Part
I,
Item
1 —
Business,
included in
the
year
31,
2023. Any
or
all
of
the
 foregoing factors could further increase the impact
of the incident and thereby the costs and consequences
of a cyber-attack.

 We also
rely on
performance of
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
providers could
have serious
negative consequences
for us,
 compromise
of
our
systems,
misappropriation of
our
confidential
or
that
of
our
customers,
counterparties
or
or
other
negative
implications
identified
above
with
to
a
cyber-attack
on
our
systems,
which
could
have
a
on
us.
Cyber-attacks at
providers
are
also
becoming increasingly
common,
and,
as
a
 result, cybersecurity risks relating to our vendors have
increased. The most important of these third-party service providers
for us is
 Evertec. Certain risks particular to Evertec and
our dependence on third parties are discussed
under "We rely on other companies to
 provide key components of our business infrastructure, including certain of our core financial transaction processing and information
security services, which
exposes us
to a
number of operational
risks that
could have
a material
on
 us"
in
the
Operational
Risks
of
Item
1A
in
this
Form
10-K.
2021,
we
that,
as
a
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. During
2023,
 personal information of Popular customer data was compromised in a data breach incident that impacted MOVEit, the third-party file
 transfer
platform
used
by
one
of
our
providers.
In
both
instances,
notified,
as
or
 appropriate, customers identified
as affected
by the incident.
Although these incidents
did not have
a material effect
on Popular or
 its financial condition,
our networks and
systems were not
impacted, and our third-party
service providers agreed to
cover external
 remediation
costs
therewith,
a
compromise
of
the
of
our
maintained
by
third
party
 vendors
could
in
consequences,
reputational
damage
and
loss
to
us. The
success
of
our
 business depends
in part
continuing ability
(and other)
to perform
these functions
and services
in a
 timely
and
satisfactory
manner,
which
could
be
disrupted
or
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
directly
monitor
or
mitigate
fourth-party
risk,
in
particular
as
it
relates
to
the
use
of
 suppliers or vendors by the third parties that perform
functions and services for us.

 As
cyber
threats
to
evolve,
we
expect
to
expend
to
to
or
 enhance our
layers of
defense or
to investigate
and remediate
additional information
security vulnerabilities
or incidents.
System
 enhancements and
updates also
create risks
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
disruptions
and
issues.
In
addressing
 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 efforts to timely
 mitigate vulnerabilities and
manage such risks,
given the rise
in number and
urgency of
required patches and
third-party software,
 including "zero-day vulnerabilities", as
well as the obsolescence
in some of our
hardware and software, may
impact our day-to-day
the
availability
of
our
and
delay
the
deployment
of
and
innovation.
The
 obsolescence in any of our hardware or
software may limit our ability to mitigate vulnerabilities.
 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, have other significant
shortcomings
 or are impacted by cyber-attacks, Popular could
be materially and adversely affected.
 Unforeseen or
catastrophic events,
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
 A
of
our
are
located
in
the
Caribbean
and
Florida,
a
region
susceptible
to
hurricanes,
 earthquakes and other
similar events. In
2017, Puerto Rico,
USVI and BVI
were severely impacted
by Hurricanes Irma
and Mar a,
 which resulted in significant disruption to our operations and adversely affected
our clients in these markets, and in 2022, Hurricane
 Fiona impacted the
southwest area of
Puerto Rico,
adversely affecting our
customers in
that region. Other
types of
unforeseen or
 catastrophic events, including
pandemics, epidemics, man-made
disasters, or acts
of violence or
war, or
the fear that
such events
 could
occur,
could
also
our
and
results.
For
example,
in
2020,
the
COVID-19
pandemic
 severely
global
health,
spending
and
global
and
caused
 disruption
to
businesses worldwide,
our
and
those
of
our
customers, service
providers
and
suppliers.
Future
 unforeseen or
catastrophic events,
including new
pandemic events, and
actions taken
by governmental authorities
and other third
 parties in
response to such
events, could again
adversely affect
our operations, cause
economic and market
disruption, adversely

 impact the ability of borrowers to
timely repay their loans, or affect
the value of any collateral
held by us, any of which
could have a
 material adverse
effect on
our business,
or results
The frequency,
severity and
 unforeseen or catastrophic events is difficult to
predict. While we maintain insurance against natural disasters and other unforeseen
 events, including coverage
for business interruption,
the insurance may
not be sufficient
to cover all
damage from any
such
 event, and there is no insurance against the disruption that a catastrophic event could produce to the markets that we serve and the
 potential negative impact to economic activity.
 Climate change could have a material adverse
impact on our business operations and that
of our clients and customers.
 Our business and
the activities and
operations of our
clients and customers
may be disrupted
by global climate
change.
 Potential physical risks
from climate change
include the increase
frequency and severity
of weather
events, such as
storms
 and
hurricanes,
and
shifts
in
climate
patterns, such
as
sustained
and
lower
temperatures,
sea
level
rise,
heat
 waves
and
droughts,
among
Our
geographic
concentration
in
localities,
Rico,
the
U.S.V.I.,
B.V.I.
and
 Florida, particularly
susceptible to
risks arising
from climate
change, including
severe hurricanes
and sea
level rise,
heighten the
 threat we
face from
climate change. 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 may include
 changes in the legal and regulatory landscape, technology, consumer sentiment and preferences, and market demands that seek to
 mitigate the
of climate
change. Changes
legal
and regulatory
landscape may
additionally increase
our compliance
 costs.
These
climate-driven
could
have
a
on
asset
and
on
our
and
 performance and those of our clients and customers.
 We
rely
on
other
to
key
components
of
our
infrastructure,
of
our
core
processing
and
and
which
exposes
us
to
a
number
of
 operational risks that could have a material
adverse effect on us.
 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.
Although the Evertec
Business Acquisition Transaction
narrowed the scope
 of
which
we
are
on
Evertec to
obtain
and
released
us
from
exclusivity
that
limited
our
to
 engage other third-party
providers of financial
technology services, we
are still dependent
on Evertec for
the provision of
essential
to
our
of
our
core
processing
and
and
 services. As
a
result, 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. Over the course of
our relationship with Evertec, we have experienced
 interruptions
and
delays
in
key
by
Evertec,
as
well
as
cyber
as
a
of
breakdowns,
 misconfigurations,
human
error,
obsolescence
and
dependency
on
shared
infrastructure
components,
which
have
in
 certain cases
also
led to
exposure of
BPPR customer
information. Our
cure
legacy obsolescence
hardware and
 software we
procure from
Evertec, as
to effect
the segregation
shared infrastructure,
is expected
to be
lengthy and
 complex,
which
exacerbates
our
to
operational,
cybersecurity,
See
"The
to
new
 financial services
technology providers,
replacement of
services currently
provided to
us
by Evertec,
lengthy and
 complex" in the Operational Risks section of Item 1A
in this Form 10-K below.
 While we
select third-party
vendors carefully
and have
increased our
oversight of
these relationships,
we do
not control
 the
of
our
vendors.
Any
problems
caused
by
these
vendors,
those
from
disruptions
in
the
 provided, vulnerabilities in or breaches
of the vendor's systems, failure of
the vendor to handle
current or higher volumes,
failure of
 the vendor
to provide services
for any
reason or
poor performance of
services, or
failure of
the vendor to
notify us of
a reportable
 event in a timely manner,
could adversely affect our ability to deliver products and services to
our customers and otherwise conduct
 our
potential liability
to
clients
and customers,
the
imposition of
fines,
penalties or
judgments by
our
 regulators, lead to
exposure of BPPR
customer information or
harm to our
reputation, any of
which could materially
and adversely
 affect us.
The inability
providers to
timely address
evolving cybersecurity threats
may further
exacerbate
 these risks. 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, the use of third parties creates an unavoidable inherent risk to
our business operations.
 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
security services
to
one
new
 vendors
is
a
complex
that
carries
and
The
implementation
cycle
for
such
a
can
be
 lengthy and require significant financial and
management resources from us. Such
a transition can also expose us,
and our clients,
 to
costs
(including
conversion
costs),
disruption,
as
well
as
and
Upon
the
 transition of all or
a portion of existing services
provided by Evertec to a
new financial services technology provider,
either (i) at the
 end of the term of the Second Amended and Restated
Master Services Agreement (the "MSA") and related
agreements or (ii) earlier
 upon the
termination of any
service for
convenience under the
MSA, these transition
risks could result
in an
on our
 business, financial condition and results of operations. Although Evertec
has agreed to provide certain transition assistance to
us in
the termination of
the 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 MSA, delaying and
 lengthening any transition process away from Evertec
while increasing related costs.

MSA, we
are able
to terminate
services for
convenience with
180 days'
prior notice.
We expect
to exercise
term of
the MSA
the right
to terminate
certain services
for convenience
and to
transition such
services to
other service
 providers prior to the expiration
of the MSA, subject to
complying with the revenue minimums contemplated in
the 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 MSA, and such process may extend beyond the current
term of the MSA.
 Furthermore, if
we
are
unsuccessful or
decide not
to
complete
the transition
after
expending significant
funds
and
 resources, it could also result in an adverse
effect on our business, financial condition and results
 LEGAL AND REGULATORY RISKS
 Our
businesses
are
highly
regulated,
and
the
laws
and
that
apply
to
us
have
a
on
our
 business and operations.
 We are subject to extensive and evolving
regulation under U.S. federal, state and Puerto Rico laws that
govern almost all
 aspects of our operations and
limit the businesses in which
we may be engaged,
including regulation, supervision and examination
 by federal, state
and foreign banking
authorities. These laws
and regulations have
expanded significantly over an
extended period
 of
time
and
are
intended
for
the
protection
of
consumers,
and
depositors.
Compliance
with
these
laws
and
 regulations has resulted, and will continue to
result, in significant costs.
 Additional
laws
and
may
be
enacted
or
adopted
in
the
that
could
our
powers,
 authority
and
operations and
which could
material adverse
on
our
and
of
operations. In
 particular,
we
could
be
by
in
laws
and
regulations,
or
in
the
application,
interpretation
or
 enforcement of
laws and
regulations, that proscribe
or institute more
stringent restrictions on
certain financial
services activities
or
 impose new
requirements relating to
the impact of
business activities on
ESG concerns, the
management of
risks associated with
 those concerns and
the offering of
products intended to achieve
ESG-related objectives. In
addition, new laws or
regulations could
and
that
upgrades
and
could
limit
our
to
meet
 timeframes or pursue our
innovation roadmap. If we
do not appropriately comply
with current or future
laws or regulations, we
may
 be subject to
fines, penalties or
judgements, or to
material regulatory restrictions
on our
business, which could
also materially and
 adversely affect our financial condition and results of operations.
 In 2023, the federal
banking regulators proposed revisions to the
U.S. capital rules and new
long-term debt requirements
 for banking organizations with $100 billion or more in
If finalized as proposed, the revisions to the capital
rules and the new
debt
are
to
and
expenses,
and
 noninterest expense, for large banking organizations.
In addition, during 2023, the federal banking regulators
indicated that they are
 considering revisions to liquidity requirements applicable to
banking organizations with $100 billion or
more in light of
the failures of
 three large banks in March and May 2023.
Any such revisions could require large banks to change the
size and composition of their
 liquidity portfolios, which could have adverse effects on
net interest income and net interest margin.

 The
pending
and
anticipated
proposals
a
trend
of
increasingly
stringent
for
 organizations
with assets
of
$100
or
more,
relative
to
smaller
organizations, as
well
as
less differentiation
in
the
 requirements applicable among banking organizations with $100 billion or more in assets.
Although Popular currently has less than
 $100
in
actual, anticipated
or
potential changes
in
regulatory requirements
for
banking organizations
with at
least
 $100 billion in assets could
result in Popular deciding not to
pursue growth opportunities that would result
in its assets approaching
 or exceeding
that threshold,
or if
Popular's assets
do exceed
that threshold,
a need
for Popular
to increase
its regulatory
capital,

 issue
substantial
of
debt
or
incur
other
in
order
to
satisfy
 Our participation
(or lack
of participation)
in certain
governmental programs,
the Paycheck
Protection Program
 ("PPP") enacted
in response
COVID-19 pandemic,
also exposes
us to
increased legal
and regulatory
risks. We
have also
 been and could continue to
be exposed to adverse
action for the violation of
applicable legal requirements or the improper
conduct
 of our employees in connection with such loans. For example, on January 24, 2023, Popular Bank consented to the imposition of an
 order from
Reserve Board
requiring it
to
pay a
$2.3 million
civil money
penalty to
settle certain
findings arising
from
 Popular Bank's approval of six Payment Protection Program
loans.

 We
are from
time to
time subject
to information
requests, investigations
regulatory enforcement
 from departments and agencies of the U.S. and Puerto Rico
governments, including those that investigate compliance
with
 U.S. sanctions and consumer protection laws and regulations, which may
expose us to significant penalties and collateral
 consequences, and could result in higher compliance
costs or restrictions on our operations.
 We
from
time-to-time
self-report
matters
to,
or
requests
for
from,
departments
and
of
the
U.S.
and
Rico
governments,
with
to
with
protection
laws
and
 regulations.
For
example,
BPPR
has
in
the
past
requests
for
information,
such
as
subpoenas
and
civil
investigative
 demands
from
U.S.
regulators,
concerning
add-ons
on
products,
real
appraisals
and
 residential and
construction loans
Rico. BPPR
has also
self-identified and
reported to
applicable regulators
 matters related to U.S. sanctions, as well as mortgage,
credit reporting and other consumer lending practices.

 Incidents of this nature and investigations or examinations by governmental authorities have resulted in the past, and may
future 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.
Any
such
settlements
or
orders
that
we
enter
into,
or
that
authorities
impose
on
us
could
to
our
and
and
entail
and
costs.
issues
or
 delays in
satisfying the
requirements of
a regulatory
settlement or
action on
a timely
basis could
additional penalties
and
 enforcement actions, which could be significant. In connection with the resolution of regulatory proceedings, enforcement authorities
 may seek admissions of wrongdoing and, in some cases, criminal pleas, which
could lead to increased exposure to private litigation,
 loss of clients or customers, and restrictions on offering certain products or
services. In addition, responding to information-gathering
 requests,
investigations
and
other
proceedings,
regardless
of
the
ultimate
of
the
matter,
could
be
time-
 consuming, expensive and divert management attention
from our business.

 Financial services
institutions such
as Popular
heightened expectations
and regulatory
scrutiny in
 recent years.
Our regulators'
oversight is
not limited
to banking
and financial
services laws
but extends
to other
significant laws
 such as those related to anti
money laundering, anti-bribery and anti-corruption laws. Further,
regulators in the performance of their
 supervisory and enforcement
duties, have significant
discretion and power
to prevent or
remedy what they
deem to be
unsafe and
 unsound
practices
or
violations
of
laws
by
banks
and
bank
Therefore,
the
of
any
investigative
or
 enforcement action, which may take years and be
material to Popular, may be difficult to predict or estimate.

 Complying with economic and trade sanctions programs
and anti-money laundering laws and regulations
can increase our
and
costs
and
If
we,
and
our
subsidiaries,
affiliates
or
third-party
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,
and
penalties,
and
other
actions,
as
well
as
 governmental investigations.

 As
a
federally
regulated
institution,
we
must
with
and
and
trade
and
 embargo
administered by
the
Office
of
Foreign
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
regimes,
and
also
prohibit
that
a
that
is
received in
a
country
under
one
or
more
regimes.
We
are
also
a variety
of reporting
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
as
a
we
are
to,
among
other
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
Corporation, its
subsidiaries, affiliates
or
providers to
comply with
these
laws
and
could
have
serious
legal
and
reputational
consequences
for
the
Corporation,
the
possibility
of
 enforcement
or
other
legal
action,
civil
and
criminal
penalties.
We
also
incur
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 and employed software designed to
assist us and our personnel
 in complying
with these
applicable laws
and regulations.
Even if
the appropriate
controls are
in place,
there can
be no
 that
our
and
procedures will
prevent
us
from
blocking
and
rejecting
all
of
our
or
our
 customers' customers
that may
involve a
sanctioned person,
government or
country.
Any failure
to detect
and prevent
any such
could
in
a
violation
of
laws
and
and
our
reputation,
 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,
and
for
screening
that
might
violate
the
and
 economic and
trade sanctions
programs administered
by OFAC.
For example,
second quarter
of 2022,
BPPR entered
 into
a
with
OFAC
with
to
processed
on
behalf
of
two
of
the
of
Venezuela,
in
apparent
violation
of
U.S.
Venezuela.
agreed
to
pay
 $256,000 to settle the
apparent violations, which had been
self-disclosed to OFAC.
There can be no
assurances that any failure
to
 comply with
U.S. sanctions
and embargoes,
or
with anti-money
laundering laws
and
regulations, will
not result
in material
fines,
 sanctions or other penalties being imposed on us.
 Furthermore, if
the policies,
controls, and
procedures of
one of
providers, together
 with our
third-party oversight
of such
providers, do
not prevent
it from
violating applicable
laws and
regulations in
transactions in
 which it engages, such violations could adversely affect its
ability to provide services to us.

 We are
regulatory capital
adequacy requirements, and
if we
fail to
meet these
requirements our
business and
 financial condition will be adversely affected.
 Under regulatory capital adequacy requirements, and other
regulatory requirements, Popular and our banking
 must
meet
that
of
and
off-balance
sheet
items,
to
judgments
by
components,
risk
weightings
and
other
factors.
If
we
fail
to
meet
these
minimum
and
other
our
and
will
be
and
 affected. If
a financial
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
 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. The failure
of any
of
a
to
well-capitalized
or
well-managed
status
could
have
 similar consequences.

 In
addition, federal
have proposed
revisions to
increase capital
requirements for
banking organizations
with
 $100 billion or more in assets. If adopted, such standards may in the future affect us. See "Our businesses are highly regulated, and
 the laws
and regulations
that apply
to us
significant impact
on our
business and
operations" in
the Legal
and Regulatory
 Risks section of Item 1A in this Form 10-K.
 Increases in FDIC insurance premiums may
have a material adverse effect on our earnings.
 Substantially
all
the
of
BPPR
and
PB
are
to
up
to
limits
by
the
 insurance fund
("DIF") and, as
a result, BPPR
are subject to
FDIC deposit
insurance assessments. On
October 18, 2022,
 the FDIC
finalized a
rule that
increased initial
base deposit
insurance assessment
rates by
2 basis
points, beginning
first
 quarterly assessment period of 2023. In addition, in November 2023, the FDIC finalized a rule that imposes a special assessment to
 recover the costs to the DIF resulting from the FDIC's
use, in March 2023, of the systemic risk exception to
the least-cost resolution
 test
under
the
FDIA
in
with
the
receiverships
of
Silicon
Valley
Bank
and
Signature
Bank.
The
exact
of
this
 assessment will be determined when the FDIC terminates
the related receiverships considered in the final
rule. Accordingly, the final
 special assessment
amount and collection
period may change
estimated cost
is periodically adjusted
or if
the total
 collected varies.

 We
are generally
unable to
control the
premiums or
additional assessments
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 in
FDIC premiums,
assessment rates
or special
assessments may
materially adversely
affect our
 See the "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.

 The
resolution
of
pending
litigation
and
proceedings,
if
unfavorable,
could
have
 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
of
damages
and
penalties
claimed
in
 litigation
and
remains
high.
Substantial
legal
or
 action
us
could
have
material adverse
or
cause
reputational harm
to
us,
which
in
turn
could
 seriously
harm
our
prospects.
For
relating
to
our
legal
risk,
see
Note
-
"Commitments
&
 Contingencies", to the Consolidated Financial Statements
in this Form 10-K.
 LIQUIDITY RISKS
 We
to liquidity
risks arising
from market
events or
disruptions and
instances of
low
investor and
depositor
 confidence. Furthermore, actions by the rating agencies
or decreases in our capital levels may have adverse
effects on our
 liquidity and business, including by raising the
cost of our obligations or affecting our ability
to borrow.

 We must
maintain adequate liquidity
and funding sources
to support
our operations, fund
customer deposit withdrawals,
 repay
borrowings
and
debt,
with
our
obligations,
fund
planned
distributions
and
meet
The
most
source
of
funds
are
bank
and
brokered
 deposits.
In
to
of
arrangements,
such
as
those
with
the
 Reserve Bank of
and the Federal
Home Loan Bank
of New York
("FHLBNY"), unpledged securities from
our investment
 portfolio, the capital markets and proceeds from loan
sales or securitizations.

and
to
fund
and
operate
its
could
be
by
a
variety
of
 conditions and
factors, some
of which
are out
of Popular's control.
For example,
market events
or disruptions,
periods of
 market stress and
low investor confidence in
financial institutions could result
in deposit withdrawals,
especially to the
extent those
 deposits are in excess of the FDIC-insured limit of $250,000.
As of December 31, 2023, we had $14.6 billion of deposits (other than
funds,
which
represent
balances
from
governmental
in
the
U.S.
and
its
territories,
 including Puerto Rico
United States Virgin
Islands, that are
collateralized based on
such jurisdictions'
applicable collateral
 requirements) in excess of
the FDIC-insured limit. We
may also suffer outflows
of customer deposits due
to competition from
other
 banks or
alternative investments.
In addition, in
periods of stress,
we may
not be able
to access existing
funding sources, access
 the capital markets or to sell or securitize loans or
other assets, or to access such sources or to
sell or securitize assets on favorable
 terms.
 In addition, 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
two
have
not
upgraded
their
"non-investment
grade"
rating.
The
for
non-
grade securities
is
much
smaller
and
less
liquid than
for investment
grade securities.
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 or
cost could
be substantially
higher than
for more
highly rated
securities. If
Popular is
unable to
access the
 capital markets on favorable terms, our liquidity
may be adversely affected.
 Changes in our ratings and capital levels could affect our
relationships with some creditors and limit our
access to funding.
 For example,
having negative
tangible capital
may impact
to
access some
sources of
wholesale funding.
The Federal
 Housing Finance
Agency restricts the
FHLBNY from
lending to
members of
the FHLBNY
with negative
tangible capital
unless the
 member's primary banking regulator makes a written request to the
FHLBNY to maintain access to borrowings. Both BPPR
 have secured borrowing facilities with the FHLBNY
and had outstanding exposures of $2.5 billion and
$1.7 billion respectively as of
 December 31, 2023. Losing
access to the FHLBNY
borrowing facilities could adversely impact
liquidity at the banking
 Additionally, if
BPPR or PB
cease to be
well-capitalized, the FDIA and
regulations adopted thereunder would
restrict their ability
to
 accept brokered deposits and limit the rate of
interest payable on deposits.

 Our banking
subsidiaries also
have recourse
obligations under certain
agreements with
third parties,
including servicing
 and custodial agreements, that include ratings covenants. Upon failure to maintain the required credit ratings,
the third parties could
 have
the
right
to
us
to
engage
a
substitute
fund
custodian
and
securing
obligations.
 Collateral
pledged by
us
to
secure
obligations approximated
$27.1 million
on
2023.
While management
 expects that we would be able to meet any 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 our results of operations.

 As a holding company, we depend on dividends and distributions from our
subsidiaries for liquidity.
 As a bank holding company,
we depend primarily on dividends from
our banking and other operating subsidiaries
to fund
 our cash needs, including to capitalize our subsidiaries. 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,
dividend history,
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
our
fund
our cash
needs, which
could have
a negative
impact on
our financial
condition, liquidity,
of
 operation or capital position. Such failure could also affect
our ability to pay dividends to our stockholders and to
repurchase shares
 of our common stock. We have in the past suspended dividend payments
on our common stock and preferred stock during times of
 economic uncertainty,
and there
can be
no assurance
that we
able to
declare dividends to
our stockholders
in
 any future periods.

 An
on
the
of
our
subsidiaries,
could
also
limit
the
of
we
may
 upstream to the holding company. Tangible
capital levels have in the past been, and may in the
future be, adversely affected by the
rapidly rising interest
rates on investment
securities in our
available-for-sale portfolio. For
a discussion of
risks related to
 changes in interest
rates, see "Changes
in interest rates
and credit spreads
can adversely impact
our financial condition,
 our investment portfolio, since a significant portion of
our business involves borrowing and lending money,
and investing in financial
 instruments" in Item 1A of this Form 10-K.
 We also depend
on dividends from our
banking and other operating subsidiaries
to pay debt service
on outstanding debt
 and to repay maturing debt. Our ability to
declare such dividends would be subject to regulatory requirements and could
require the
 prior approval of the Federal Reserve Board.
 STRATEGIC RISKS
 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
 businesses, however, involves various risks,
including potential exposure to unknown or contingent liabilities of the
target company,
to
asset
issues
of
the
target
company,
disruption
to
our
the
possible
loss
of
key
 employees and customers of
the target company,
and difficulty in
estimating the value of
the target company.
If we pay
a premium
 over book or
market value in
connection with an
acquisition, some dilution of
our tangible book
value and net
income per common
 share
may
occur
in
any
transaction. Furthermore,
to
realize the
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
 Similarly,
acquiring
loan
involves
When
acquiring
loan
portfolios,
makes
 assumptions and
judgments about
the collectability
loans, including
the creditworthiness
of borrowers
the
 real
estate and
other assets
serving
as collateral
repayment of
secured loans.
In
estimating the
extent of
the losses,
we
 analyze
the
loan
based
on
loss
experience,
volume
and
classification
of
volume
and
trends
in
 delinquencies
and
nonaccruals,
local
and
other
pertinent
information.
If
our
are
incorrect,
our actual
losses could
be higher
than estimated
and increased
loss reserves
required, which
would negatively
 affect our results of operations.
 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.
We may
fail to
pursue,
 evaluate
or
complete
strategic
and
competitively
as
a
of
our
inability,
or
perceived
or
 anticipated inability,
to obtain regulatory
approvals in a
timely manner,
under reasonable conditions or
at all. Difficulties

 with
acquisitions
that
may
from
these
could
have
a
on
our
 condition and results of operations.
 We
have
embarked
on
a
broad-based
multi-year,
and
transformation.
The
to
 achieve
the
goals
of
the
transformation
project,
the
inability
to
project
or
 delays in
executing our plans
to implement the
transformation project, may
materially and adversely
affect our business,
 financial condition, results of operations, or
cause reputational harm.
 The
has
embarked
on
a
broad-based
multi-year,
and
transformation.
Our
business transformation
priority for
over the
next two
years and
beyond. We
 expect the
expenses tied
to this
transformation project,
which will
continue through
2025, to
an enhanced
digital
 experience for our clients, as well as better technology
and more efficient processes for our employees.

 To
execute the
transformation project,
we plan
to expand
our digital
capabilities, modernize
our technology
foundation,
 and
implement
agile
and
efficient
across
the
entire
company.
We
may
not
succeed
in
executing
the
 transformation project, may fail
to properly estimate cost
of the same, or
may experience delays in
executing our plans, which
may
 in turn
cause the
Corporation to
incur costs
exceeding our
current estimates
or disrupt
our operations,
including our
 services to our customers, or fall short
of our projected earnings targets driven by these
efforts. To
the extent that these disruptions
 persist over time and/or recur, this could negatively impact our competitive
position, require additional expenditures, and/or harm
our
 relationships
with
our
and
thus
may
and
our
of
 operations, or cause reputational harm.
 We face significant and increasing competition in the
rapidly evolving financial services industry.

We
operate
in
a
highly competitive
environment, in
which we
compete
on
the
basis
of
a
number of
service,
and
variety
of
and
price,
rates
on
loans
and
deposits, innovation,
 technology,
ease of
use, reputation,
and transaction
execution. While
our main
competition continues
to come
from other
 Rico banks and financial institutions, we face increased competition from non-Puerto Rico institutions as emerging technologies and
 the growth
of e-commerce
have significantly
reduced geographic
barriers.
These technologies
have also
made it
easier for
non-
 depositary institutions
to offer
products and
services that
traditionally were
banking products
and allowed
non-traditional financial
providers and
technology companies
to
provide electronic
and
internet-based financial
solutions
and services.
Increased
 competition could create pressure to lower prices, fees, commissions or
credit standards on our products and services, which could
 adversely affect our
financial condition and results
of operations. Increased competition could
also create pressure to
raise interest
 rates on deposits, which could also impact our
financial condition and results of operations.
 If we are unable to
meet constant technological changes and react quickly to
meet new industry standards, including as a
continued dependence
on
Evertec, 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.
 To compete effectively,
we need to constantly enhance and modify our products and services and introduce new products
 and
to
attract
and
retain
clients
or
to
match
and
by
our
competitors,
 companies and
other nonbank
firms that
are engaged
in providing
similar products
and services.
Although the
Evertec Business
 Acquisition Transaction eliminated certain
provisions of a previous Master Services
Agreement with Evertec that required
us to use
 Evertec exclusively to develop and implement new or
enhanced products and services, and is expected to
improve Popular's ability
 to manage and control the development of the customer channels supported by the assets acquired as part of the Evertec Business
 Acquisition Transaction (the
"Acquired Assets"), Popular expects that
it will continue to
depend on Evertec's technology services
to
 operate and
control current
products and services
and to
implement future products
and services, making
our success dependent
 on
Evertec's
to
timely
complete
and
introduce
these
and
new
and
in
a
cost-effective
 manner.
Our
to
our
channels
is
also
on
timely
delivering
the
core
 programming interfaces
("Core APIs")
that meet
BPPR's requirements,
which Evertec
has committed
to develop
MSA.
 The
Core
APIs
are
necessary
for
BPPR
to
connect
to
the
Acquired
to
core
 applications.

 Some
of
our
rely
on
and
outsourcing
that
are
much
larger
than
 Evertec, serve a
greater number of
clients than Evertec,
and may have
better technological capabilities and
product offerings than
 Evertec.
typically
make
to
develop
and
their
 product
and
offerings
to
facilitate
their
customers'
with
the
extensive
and
evolving
and
industry

and
in
most cases
such
costs
are
borne
by
the
technology provider.
Because
of
our
relationship with
 Evertec, and because Popular is the
sole customer of certain of
Evertec's services and products, we
have in the past borne
the full
 cost of such developments and modifications and
may be required to do so in the future, subject
to the terms of the MSA.
the terms,
speed, scalability,
and functionality
of Evertec's
technology services
are not
 when compared
to offerings
from its
competitors. Evertec's
failure to
sufficiently invest
in and
upscale its
 infrastructure to
meet the
rapidly changing
technology demands
industry may
us being
unable to
meet
 expectations and
attract or
retain customers.
Furthermore, Evertec's
strategy and
investments may
also be
refocused away
from
 Popular towards
other strategic
initiatives as
a result
Evertec Business
Acquisition Transaction.
Any such
impact could,
in
 turn, reduce Popular's revenues, place us in a competitive
disadvantage and significantly affect our business, financial
condition and
operations. While the
closing of
the Evertec
Business Acquisition Transaction
narrowed the scope
of services
which we
 are dependent on
Evertec to
obtain and released
us from
exclusivity restrictions that
limited our
engage other third-party
 providers of financial technology services, it also resulted in extensions of certain existing commercial agreements with Evertec and,
 as a result, have prolonged the duration of our exposure
to the risks presented by Evertec's technological capabilities and
its failures
 to enhance its products and services and otherwise meet evolving demands. We may also be exposed to heightened business risks
 in connection with our dependency on Evertec with respect to BPPR's merchant acquiring business, which exclusivity was extended
 until 2035,
and with
respect to the
ATH
Network, which commitment
BPPR extended until
2030, in
light of the
pace of technology
 changes and competition in the payments industry.
 The ability to attract and retain qualified employees
is critical to our success.
 Our
success
depends,
in
large
part,
on
our
to
attract
and
retain
qualified
employees.
Competition
for
qualified
 candidates is intense and has
increased recently as a result
of a tighter labor market. Increased
competition may lead to difficulties
 in
attracting
or
retaining qualified
employees, which
may,
in turn,
lead to
significant challenges
execution
of
our
 strategies and
have an
quality of the
service we
provide to
the customers
and communities we
serve. Such
 challenges could
adversely affect
our business,
operations and
financial condition.
In addition,
increased competition
may lead
to
 higher compensation
packages and
more flexible
work arrangements.
We may
also be
hire employees
outside of
our
areas
for
positions
that
expertise,
which
could
in
employment
and
tax
compliance-related
 expenses, challenges and
risks. In
addition, flexible
work arrangements, such
as remote
or hybrid
work models, have
led to
other
 workplace
challenges,
including fewer
for
face-to-face interactions
or
to
promote
a
cohesive
culture
and
 heightened cybersecurity, information security and other operational risks.
 Our
to
attract
and
retain
qualified
is
also
by
limitations
on
our
 practices, such as clawback requirements of incentive compensation, which may not affect other institutions with which we compete
 for talent.
The scope
and content of
regulators' policies
on executive compensation
develop and are
likely to
 evolving. Such policies and limitations on our compensation
practices could adversely affect our ability to attract, retain and motivate
 talented senior leaders in support of our long-term
strategy.
 OTHER RISKS
 An impairment
goodwill, deferred
or amortizable
intangible assets
could adversely
affect our
 condition and results of operations.
 As of
2023, we
had approximately
$804 million,
$1 billion
and $102
million, respectively,
of goodwill,
net
 deferred tax assets and amortizable intangible assets,
including capitalized software costs, recorded on our
balance sheet.
 Under
GAAP,
goodwill
is
tested
for
at
least
annually
and
amortizable
intangible
are
tested
for
when
or
in
circumstances indicate
the
carrying value
may
not
be
recoverable. 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
a deterioration in
global or
local economic conditions,
declines in
 our market capitalization, reduced future earnings estimates, and interest rate changes. The goodwill impairment evaluation process
us
to
make
and
with
regards
to
the
fair
value
of
our
units.
Actual
may
from
these
estimates.
Such
could
in
of
goodwill
that
would,
in
turn,
 impact our results of operations and the reporting
unit where the goodwill is recorded.
 The
of
a
tax
asset
is
realizable
is
based
on
weighting
all
evidence.
The
 realization
of
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
realize the
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. Changes in these
factors may affect
the realizability of our
deferred tax assets in
our Puerto Rico and
U.S.
 If our
goodwill, deferred
or amortizable
intangible assets
become impaired,
we may
be required
to record
a
 significant charge to earnings, which could adversely
affect our financial condition and results of operations.
 We could experience unexpected
losses if the estimates
or assumptions we use
in preparing our financial
statements are
 incorrect or differ materially from actual results.

 In preparing
our financial
statements pursuant to
U.S. GAAP,
we are
make estimates
and assumptions
that
 are often based
on subjective and
complex judgments about
matters that are
inherently uncertain. For example,
we use estimates
 and assumptions to determine our allowance for credit losses, our
liability for contingent litigation losses, and the fair value of certain
liabilities, such
securities, loans
held for
sale, MSRs,
intangible assets
and deferred
tax assets.
If such
or
assumptions are
incorrect
or
from
results,
we
could
unexpected
or
other
 adverse impacts, some of which could be significant.
 For further information of other risks faced by
Popular please refer to the MD&A section of
this Form 10-K.
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.
 Item 1C. Cybersecurity
 The
assesses,
identifies
and
manages
risk
as
part
of
the
risk
 framework, alongside
associated information
security,
anti-money laundering
and counterterrorism,
operational, fraud,
regulatory,
 legal and reputational risks, among others.

 The Corporation has established three management
committees that oversee and monitor different aspects of
cybersecurity risk.

The
Enterprise Risk
Management Committee
(the "ERM
Committee"), chaired
by
the Chief
Risk Officer,
oversees and
the
risks
in
the
Risk Appetite
(the
"RAS")
of
the
Risk
Policy,
 including cybersecurity risks.

The Information
Technology and
Cyber Risk
Committee ("ITCRC"),
chaired by
the Chief
Officer and
the Chief
 Information and
Digital Strategy
Officer, oversees
and monitors
information technology
("IT"), privacy
and cybersecurity
 risks, mitigating
actions and
controls, applicable
regulatory developments, key
risks metrics,
and IT
and cyber
incidents
 that may result in operational, compliance and reputational

The
Operational
Risk
Committee ("ORCO"),
chaired
by
the
Chief Risk
Officer,
oversees
and
risk
 management activities
to ensure
the development
and consistent
application of
operational risk
policies, processes
and
 procedures that
measure, limit
and manage
operational risks
while maintaining
the effectiveness
and
 efficiency
of
the
operating and
processes. As
part
of
its
responsibilities, ORCO
oversees business
continuity
 matters.
 The ITCRC and ORCO meet at least quarterly
and report on cybersecurity and other matters
to the ERM Committee.
 The Board
has also established
a Board-level Risk
Management Committee ("RMC"),
which is responsible
oversight of the
 Corporation's overall risk framework, and assists the Board in the monitoring, review and approval of the policies that measure, limit
 and manage the Corporation's risks, including cybersecurity
risk. The RMC holds periodic meetings in
which management provides
 an
overview of
Popular's cybersecurity
threat
and strategy
processes,
which includes
summaries
of
escalated
 incidents
and
incident
remediation
status.
Our
Chief
Officer,
Chief
and
Digital
Strategy
Officer,
Chief
 Information Security Officer
("CISO"), Chief Risk
Officer and the
Financial and Operational
Risk Management Division
(the "FORM
 Division")
Manager
participate
in
such
meetings.
The
RMC
is
also
for
(i)
overseeing
the
development,
 implementation and
maintenance of
the Information
Security Program;
(ii) approving

 and any related policies and controls; (iii) overseeing the implementation by the Corporation's management of the Corporation's risk
 management program and
any related policies,
procedures and controls;
and (iv) reviewing
reports regarding selected
topics such
 as cyber.
 The
Board
in
turn
also
receives
briefings
on
matters
and
an
from
the
Chief
 Security Officer and the CISO on the Corporation's information security
program (the "Information Security Program"). In addition,
as
the Board's
director education plan,
members of the
Board take,
on an
annual basis,
a cybersecurity training
that provides
 the Board with
an overview of
cybersecurity principles and
regulations that are
relevant to our
institution and the
Board's oversight
 function.
 To
identify,
and
manage
risks
from
threats,
the
has
a
three
lines
of
 framework. The first line of defense is composed of business line management
that identifies and manages the risks associated with
 business activities, including cybersecurity
risk. The second line
of defense is
made up of members
of the Corporation's
 Risk
Group
and
the
Group
(the
"CSG")
who,
among
other
and
report
on
the
risk
activities.
In
such
line
of
defense,
the
FORM
Division,
the
Risk
Group,
is
 responsible for (i) establishing baseline metrics that measure, monitor,
limit and manage the framework that identifies and manages
 multiple
and
cross-enterprise
risks;
and
(ii)
articulating
the
RAS
and
supporting
metrics,
 those
to
risk,
continuity,
disaster
and
third-party
processes.
 Meanwhile, Popular's Cyber Security Division (the
"CSD"), which is headed by
the CISO and reports to
the CSG, is responsible for
 the development of strategies, policies and programs to assess and mitigate cybersecurity risks. Members of the CSD (including the
 CISO)
and
FORM
report
on
and
escalate
privacy,
IT
and
risks
to
management committees,
such
as
the
 ITCRC, ORCO and ERM Committee, and, if appropriate, to the RMC and the Board of Directors, as required under relevant policies
 and
procedures.
Lastly,
the
third
line
of
of
the
Auditing
Division,
which
independently
 assurance regarding the effectiveness of the risk framework
and reports directly to the Audit Committee
of the Board.
various vectors
of
threats
and
utilizes
open-source intelligence
forums
and
communities such
as
the
 Services
Sharing
and
Analysis
Center
and
the
Cybersecurity
and
Infrastructure
Agency,
among
others,
to
threat
intelligence
feeds
which
are
reviewed
by
the
CSD.
As
threats
are
identified,
they
are
to
 assess the
exposure and the
potential risk
to Popular.
The ITCRC
ERM Committee discuss
and track
the threats
 identified in internal assessments and scans or in third-party reports. Depending on the evolution and materiality of the
threat, these
 are escalated to the RMC as appropriate.

 The CSD
develops the
Information Security Program,
which considers and
evaluates risks
posed by
cybersecurity threats,
 and
impacting
the
industry
and
the
The
outlines
the
 strategy and
governance to
protect the
confidentiality,
integrity and
availability of
information and
prevent access
by unauthorized
 personnel.
The
Information Security
is
based
on standards
and
controls set
National Institute
of
Standards and
 Technology
("NIST"),
the
NIST's
Framework
for
Improving
Critical
Infrastructure
Cybersecurity.
leverages
the
 Cyber Assessment Tool
(the "CAT"),
a tool
NIST standards and
controls developed by
Financial Institutions
 Examination Council, in order to
measure the Corporation's cybersecurity preparedness and
maturity levels.
The CAT
 results are integrated into the overall Information
Security Program.

 The CSD
also manages the
Incident Response Program
("IRP") of the
Corporation and is
in charge of
overseeing, assessing and
 managing cyber
incidents. The
IRP outlines
the measures
Popular must
take to
prepare for,
detect, respond
to and
recover from
incidents,
which
to
triage,
severity
for,
escalate,
contain,
investigate
and
remediate
 incidents, as well as to comply with potentially
applicable legal obligations and mitigate brand
and reputational damage.

 The Corporation also undertakes the below listed
additional activities in its effort
to maintain regulatory compliance, identify,
 and manage its material risks from cybersecurity
threats, and to protect against, detect and
respond to cybersecurity incidents:

Conduct
tabletop
exercises
that
simulate
incidents
to
raise
awareness
and
responsive
 measures;

Assess how business
and corporate strategies, new
products, technology deployments, external
events and the
evolution of
 threats impact
information security
controls in
determine if
they require
any additional
resources,
 technology or processes;

Discuss cybersecurity risks with law enforcements, peer
groups, industry forums and trade associations;

Provide training
to all
Popular employees
upon hiring
and annually
thereafter on
cybersecurity and
customer data
handling
 and use requirements;

Offer training and awareness campaigns to customers and employees
based on their role;

Conduct
phishing
simulations
for
with
escalation
protocols
for
that
fail
such
tests
to
 awareness and responsiveness to such possible
threats;

Offer learning and development opportunities to employees
who handle and manage cybersecurity matters;

Carry cyber insurance to provide protection against
potential losses arising from cybersecurity incidents;
and

Monitor emerging
legal and
regulatory requirements
and implement
changes to
our processes,
policies and
statements, as
 necessary.
 Popular engages
to assist
in certain
cybersecurity matters. In
particular, Popular
uses the expertise
of third
parties to
 perform specialized assessments to test its systems, such as periodic
penetration testing, that provide insights into the effectiveness
controls. Popular
also engages
to provide
computer forensics
and investigations
services as
needed to
 and
address
or
incidents.
In
hires
third
parties
to
the
first
level
 monitoring of Popular's external and internal
networks.

 Popular's Outsourced
Risk Management
Policy
outlines the
management of
risks
use
of third-
 party service
providers, and
the CSG
assesses the
impact and
cybersecurity and
privacy risk
of such
providers. Popular
 performs due diligence on
third parties and monitors third
parties that have access to
its systems, data or facilities
that house such
 systems or data on a periodic basis. Popular's due
diligence determines how often vendor assessments are performed
on such third
 party. Popular also conducts
periodic application and vendor assessments for third-party providers and their products. Furthermore,
 Popular requires third parties that have access to its systems, data or facilities that house such systems or data to take a training on
 cybersecurity at least annually.
 Under the heading "We and our third-party providers have been, and expect in the future to continue to be, subject to cyber-attacks,
 which could cause
substantial harm and
have an adverse
effect on our
business and results
of operations." and
"We rely on
other
 companies to
provide key components
business infrastructure, including
certain of
our core financial
transaction processing
 and information
security services,
which exposes
us to
a number
of
operational risks
 adverse effect on us." included as part of our risk factor disclosures in Item 1A in this Form 10-K, which disclosures are incorporated
 by reference herein,
we describe whether
and how risks
from identified cybersecurity
threats, including as
a result of
any previous
incidents,
could
have
or
are
reasonably
to
us,
our
 strategy, results of operations, or financial condition.
 The CSG operates under the direction of the Chief Security Officer. The Chief Security Officer has over 35 years of experience. She
 has
over
years
of
experience in
information technology
and
matters,
the
of
the
 Security Program
design and
execution of
the information security
audit plan
Corporation. She is
a Certified Public
 Accountant that
also holds
a Juris
Doctor degree
and Series
7 and
Series 27
certifications. She
holds the
title of
Executive Vice
 President and
Chief Security
Officer and
in her
role since
2018. Prior
to that,
she served
as Senior
Vice President
and
 General Auditor of
the Corporation from
November 2012 to April
2018. Before 2012, she
served in various
risk related functions of
 the Corporation.
 The
CISO
has
over
years
of
prior
work
in
roles
in
major
involving
leading
top-level
 cybersecurity governance
strategy and
initiatives, integrating
governance into
the overall
business strategy
and advising
 boards of directors on cyber risks and cybersecurity standards. He has been a certified information security professional
since 2007.
 He holds the title of CISO and Cybersecurity Division
Manager and has been in his role since 2019.

 The Corporate Risk
Management Group operates under
the direction of
the Chief Risk
Officer. The
Chief Risk Officer
has over 30
 years of experience. He holds the title
of Executive Vice President and Chief Risk Officer
and has been in his role since
2011. Prior
 to joining the Corporation, he served for 17 years as Chief Financial Officer, Head of Retail Bank and Mortgage Operations, Head of
 Commercial and
Construction Mortgage
and Head
of Interest
Rate Risk,
among other
positions, for
other banks.
He holds
a BS
 with a major in Computer Engineering and an
MBA with majors in Finance and Accounting.
 The
FORM Division
Manager has
over 28
years
of
experience. She
holds the
title
of Senior
Vice President
and FORM
 Manager
and
has
been
in
her
role
since
March
2022.
Prior
to
that
she
held
positions
for
years
as
Operational
and
IT
Risk
 Director,
Head
of
ERM
and
Operational Risk,
and
Chief
Information Security
Officer
for
other
banks. She
also
held
positions in

Audit
and
IT
for
other
industries
throughout
her
career.
She
holds
a
BBA
with
majors
in
Accounting
and
 Information Systems, and a Master of Science in Information
Technology Management.
 ITEM 2. PROPERTIES
 As of December 31, 2023, BPPR operated 162 branches, of which 68 were owned and 94 were leased premises, and PB
 operated 40 branches
of which 3
were owned and
37 were on
leased premises. Also,
the Corporation had
576 ATMs
operating in
Rico,
in
the
and
in
the
U.S.
Mainland.
The
properties
owned
by
for
and
other services
are
described
below.
Our
management believes
that
each
of
our
is
well
maintained
and
 suitable for its purpose.
 Popular Center, the twenty-story Popular and BPPR headquarters building, located
at 209 Mu oz Rivera Avenue, Hato Rey,
 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 Le n 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, R o 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 Se orial Center, a four-story office building and a two-story branch building
located in R o Piedras, Puerto Rico.

 Ponce de Le n 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 this Form 10-K.
 ITEM 4. MINE SAFETY DISCLOSURE
 Not applicable.
 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 2023, the Corporation declared cash dividends in the total
amount of $2.27 per common share outstanding,
for an
 aggregate amount of $163.7 million. The Common Stock ranks junior to all series of
Preferred Stock as to dividend rights and rights
 on liquidation,
dissolution or
winding up
of Popular.
Our ability
to declare
or pay
dividends on,
or purchase,
redeem or
 acquire, the Common
Stock is subject
to certain restrictions
in the event
that Popular fails
to pay or
set aside full
dividends on the
 Preferred Stock for the latest dividend period.
 On July 12, 2022, the Corporation completed an accelerated share repurchase ("ASR") program for the repurchase of an
 aggregate $400
Popular's common stock
an initial
delivery of
3,483,942 shares
were delivered
in March
2022
 (the
"March
ASR
Agreement").
Upon
the
final
of
the
March
ASR
Agreement,
the
an
 1,582,922
of
stock.
The
repurchased a
total
of
5,066,864 shares
at
an
price
of
 $78.9443, which were recorded as treasury
stock by $440 million under the March ASR
Agreement.
 On December
7, 2022
completed the
settlement of
another ASR
Agreement for
the repurchase
of an
 aggregate $231
Popular's common stock,
an initial
2,339,241 shares
were delivered
on August
26, 2022
(the
 "August ASR Agreement"). Upon the final settlement of the ASR Agreement, the Corporation received an additional 840,024 shares
 of common
stock. The
Corporation repurchased
a total
of 3,179,265
shares at
an average
purchase price
of $72.66,
which were
 recorded as treasury stock by $245 million under
the August ASR Agreement.
 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
27,
2024,
had
6,564
stockholders
of
record
of
the
Common
Stock,
not
beneficial
 owners whose shares
are held in
record names
of brokers
or other
nominees. The last
sales price
Common Stock
on that
 date was $84.07 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
 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, 2023
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
to
declare
and
pay
on
the
Preferred
Stock
is
on
 considerations,
the
guidelines
of
the
Board
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
on
the
Preferred
Stock
to
a
total
of
$1.4
for
the
year
2023.
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
average market
price at
the time
issuance, as well
as
 purchase shares of Common Stock directly from Popular
by making optional cash payments at prevailing
market prices.
 Equity Based Plans
 On May
12, 2020, the
stockholders of
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
 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,
2023, the maximum number of
shares of

 common stock remaining available for future issuance under this plan was 3,144,461. 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,
 2023:
 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
 $62.92
 -
 -
 November 1 – November 30
 -
 -
 -
 -
 December 1 – December 31
 67.95
 -
 -
 Total December 31, 2023
 $66.65
 -
 -
 [1] Includes 174 and 498 shares of the Corporation's
common stock acquired by the Corporation during
October and December 2023,
 respectively, in connection with the satisfaction of tax withholding obligations on
vested awards of restricted stock or restricted stock
 units granted to directors and certain employees
under the Corporation's Omnibus Incentive Plan. The
acquired shares of common
 stock were added back to treasury stock.

 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
was
obtained
by
dividing
(i)
the
cumulative
of
per
share,
 assuming dividend reinvestment since the measurement point, December 31, 2018, plus (ii) the change
in the per share price since
 the measurement date, by the share price at
the measurement date.

 Comparison of Five-Year Cumulative Total Return (TSR)
 Assumes all dividends were reinvested
 Base Year:
2018 = $100
 (1) Unless Popular specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated by
 reference
and
shall
not
constitute
soliciting
or
be
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 is included in
this Form 10-K, commencing on page 54.
 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
 within Management's Discussion and Analysis of Financial
Condition and Results of Operations in this
Form 10-K.
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 The information required by this item appears under the caption "Statistical Summaries" on pages 111
to 113 of 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
with
the
participation
of
our
Chief
Executive
Officer
and
Chief
Officer,
has
the
of
our
and
(as
such
term
is
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
Officer
have
concluded
that,
as
of
the
end
of
such
period,
our
and
are
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
is
and
communicated
to
as
 appropriate, to allow timely decisions regarding required
disclosures.
 Assessment on Internal Control over Financial Reporting
 Information relating to our assessment on
internal control over financial reporting is presented under the
captions "Report
 of
on
Control
Over
Reporting"
and
"Report
of
Independent
Registered
Public
Accounting
Firm"
 located on pages 114 and 115 of this Form 10-K.
 Changes in Internal Control over Financial Reporting
 There have
been no
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 December 31, 2023, that have materially affected, or
 are reasonably likely to materially affect, our internal control
over financial reporting.
 ITEM 9B. OTHER INFORMATION
 Rule 10b5-1 Trading Plans or Other Preplanned Trading Arrangements
 Certain of
our officers
or directors have
made and
may from time
to time
make elections to
 participate in

, and
are participating in,
 our dividend reinvestment and purchase plan, the
Company stock fund associated with our 401(k)
plans and/or the Company stock
 fund associated with
our non-qualified deferred compensation
plans and have shares
withheld to cover
withholding taxes upon the
 vesting of
equity awards, which
designed to satisfy
the affirmative defense
conditions of Rule
10b5-1 under the
Exchange
 Act or may constitute non-Rule 10b5–1
 trading arrangements

(as defined in Item 408(c) of Regulation
S-K).
 ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 The
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 "Executive
Officers" in
the
 Proxy Statement
are incorporated herein
by reference.
Information about our
Code of
Ethics, which
applies to
our senior
 officers, is included in "Business — Available Information" in Part
I of this Form 10-K.

 ITEM 11. EXECUTIVE COMPENSATION
 The
in
the
Proxy
under
the
caption
"Executive
and
Compensation,"
the
 "Compensation
Discussion
and
Analysis,"
the
"2023
Executive
Tables
and
Information"
and
the
 "Compensation
of
Non-Employee
Directors,"
and
under
the
caption
"Committees
of
the
Board
–
Talent
and
 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, 2023 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
 3,144,461
 Total
 3,144,461
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 The
under
the
caption
"Board
of
and
Nominees'
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.
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a). The following financial statements and reports are
included on pages 115 through 268 in this Form10K.
 (1)

Financial Statements
 Report of Independent Registered Public Accounting
Firm (
 PCAOB ID
)
 Consolidated Statements of Financial Condition as of
December 31, 2023 and 2022
 Consolidated Statements of Operations for each of
the years in the three-year period ended December

of
Comprehensive
(Loss)
for
each
of
the
years
in
the
three-year
ended
of
Changes
in
Stockholders'
for
each
of
the
years
in
the
three-year
ended
 Consolidated Statements of Cash Flows for each of
the years in the three-year period ended
 Notes to Consolidated Financial Statements
 (2)
Schedules:
No
schedules
are
because
the
is
not
or
is
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.

 Exhibit Index
 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 September 28, 2023 and filed on October 3, 2023).
 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).
 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
 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). *
 10.2
 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). *
 10.3
 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). *
 10.4
 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). *
 10.5
 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). *
 10.6
 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). *
 10.7
 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). *
 10.8
 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). *
 10.9
 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). *
 10.10
 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). *
 10.11
 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). *
 10.12
 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). *
 10.13
 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). *
 10.14
 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). *

 10.15
 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). *
 10.16
 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). *
 10.17
 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). *
 10.18
 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). *
 10.19
 Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Richard L. Carri n, 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). *
 10.20
 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). *
 10.21
 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). *
 10.22
 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). *
 10.23
 Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Betty DeVita and
 Jos 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). *
 10.24
 Form of Popular, Inc. 2022 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, 2022). *

 10.25
 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).
 10.26
 Second Amended and Restated Master Service Agreement, dated as of July 1, 2022, among Popular, Inc., Banco
 Popular de Puerto Rico, and Evertec Group, LLC and its Subsidiaries (Incorporated by reference to Exhibit 99.1 on
 Form 8-K filed on July 1, 2022.)
 10.27
 Form of Popular, Inc. 2023 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, 2023). *
 10.28
 Award Agreement, dated as of December 7, 2023, by and between Carlos J. V zquez and Popular, Inc.* (1)
 10.29
 Services Agreement, dated as of December 7, 2023, by and between Carlos J. V zquez and Popular, Inc.* (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)(2)
 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)(2)
 97.1
 Compensation Recoupment Policy of Popular, Inc. dated June 23, 2023. (1)
 101.INS
Document -
the instance
document does not
appear in the
Interactive Data File
 tags are embedded within the Inline Document. (1)
 101.SCH
 101.CAL
 101.DEF
 101.LAB
 101.PRE
 The cover page of Popular, Inc. Annual Report on Form 10-K for the
year ended December 31, 2023, formatted in
(1)
 (1)
 Included herewith
 (2)

 Furnished herewith. This
exhibit shall not
be deemed "filed"
for purposes of
Section 18 of
the Securities Exchange
 Act of 1934, or otherwise subject
to the liability of that Section,
and shall not be deemed incorporated into
any filing
 under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

 *
 This exhibit is a management contract or compensatory
plan or arrangement.
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
of
holders
of
and
 subordinated debt of Popular, Inc., or of any of its consolidated

 Financial Review and
 Supplementary Information
 Management's Discussion and Analysis of
 Financial Condition and Results of Operations
 Statistical Summaries
 Report of Management on Internal Control Over Financial
 Reporting
 Report of Independent Registered Public

 Accounting Firm
 Consolidated Statements of Financial Condition as of

 December 31, 2023 and 2022
 Consolidated Statements of Operations for the

 years ended December 31, 2023, 2022 and
2021
 Consolidated Statements of Comprehensive
 Income (Loss) for the years ended December 31,
2023, 2022
 and 2021
 Consolidated Statements of Changes in Stockholders'
 Equity for the years ended December 31, 2023,
2022 and
 2021
 Consolidated Statements of Cash Flows for the

 years ended December 31, 2023, 2022 and
2021
 Notes to Consolidated Financial Statements
 Signatures

 Management's Discussion and
 Analysis of Financial Condition

 and Results of Operations
 Forward-Looking Statements
 Overview
 Critical Accounting Policies / Estimates
 Statement of Operations Analysis
 Net Interest Income
 Provision for Credit Losses
 Non-Interest Income
 Operating Expenses
 Income Taxes
 Fourth Quarter Results
 Reportable Segment Results
 Statement of Financial Condition Analysis
 Liabilities
 Stockholders' Equity
 Regulatory Capital
 Risk Management
 Market / Interest Rate Risk
 Enterprise Risk Management
 Adoption of New Accounting Standards and Issued
but
 Not Yet Effective Accounting Standards
 Statistical Summaries
 Statements of Financial Condition
 Statements of Operations
 Average Balance Sheet and Summary of Net Interest

 FORWARD-LOOKING STATEMENTS
 This
Form
10-K contains
"forward-looking statements"
meaning
of
the
U.S. Private
Securities Litigation
Reform Act
of
 1995,
including,
limitation,
about
Inc.'s
(the
"Corporation,"
"Popular,"
"we,"
"us,"
"our")
 financial condition, results
of operations, plans,
objectives and future
performance. These statements
are not
guarantees of future
 performance,
are
based
on
and,
by
their
nature,
involve
uncertainties,
and
 assumptions. Potential
factors, some
of which
are beyond
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
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
 portion of our business is concentrated; adverse economic conditions, including high levels of inflation, that adversely affect housing
 prices, the
job market,
consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
non-
 performing assets,
charge-offs
and
provision expense;
rates
and
market liquidity,
which may
reduce interest
 margins,
sources,
loan
originations,
our
to
originate
and
distribute
in
the
 primary and secondary markets and impact the value of our investment portfolio and our ability to return capital to our shareholders;
 the impact of bank failures or adverse
developments at other banks and related negative media coverage of
the banking industry in
on
investor
and
depositor
sentiment
the
stability
and
of
banks;
the
of
the
and
 economic challenges
of Puerto
Rico and
the measures
taken and
to be
taken by
Rico Government and
the Federally-
 appointed oversight board on
the economy,
our customers and our
business; the impact of
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
loan
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
of Federal
funds received
P.R.
 Government and the
rate of expenditure of
such funds, as
well as the
financial condition, liquidity and
cash management practices
 of
the
Rico
and
its
instrumentalities;
unforeseen
or
catastrophic
extreme
weather
hurricanes,
other
natural
disasters,
man-made
disasters,
acts
of
violence
or
war
or
pandemics,
epidemics
and
other
 health-related crises,
or the
fear of
any such
event occurring,
any of
which could
cause adverse
consequences for
our business,
 including,
but
not
limited
to,
disruptions
in
our
operations;
our
to
achieve
the
benefits
from
our
transformation
 initiative, including
to achieve
projected earnings,
efficiencies and
our targeted
sustainable return
on tangible
 equity of 14% by the end of 2025; risks related to Popular's acquisition of certain information technology and related assets formerly
 used by
Evertec, Inc.
to service
certain of
de Puerto
Rico's key
channels, as
the entry
into amended
and
 restated commercial
agreements (the
"Evertec Business
Acquisition Transaction");
the fiscal
and monetary
policies of
the federal
and
its
agencies;
in
bank
and
supervisory
policies,
of
capital,
 liquidity, resolution-related requirements and the
impact of other proposed capital standards on our capital
ratios; additional Federal
 Deposit Insurance
Corporation ("FDIC")
assessments, such
as
the special
assessment implemented
by
the
FDIC to
recover the
 losses to the
deposit insurance fund
("DIF") resulting from
the receiverships of
Silicon Valley
Bank and Signature
Bank; regulatory
 approvals
that
may
be
necessary
to
undertake
or
consummate
strategic
transactions,
such
as
acquisitions
and
 dispositions; the
relative strength
or
weakness of
the consumer
and commercial
credit sectors
and of
the real
estate markets
in
 Puerto Rico and the
other markets in which
our borrowers are located;
a deterioration in the
credit quality of
our clients, customers
 and
counterparties;
the
of
the
stock
and
bond
markets;
competition
in
the
industry;
possible
 legislative,
tax
or
changes;
a
in
or
breach
of
our
or
or
infrastructure
or
those
of
 Evertec, Inc., our provider
of core financial transaction
processing and information technology services,
or of third
parties providing
 services to us,
including as a
result of cyberattacks,
e-fraud, denial-of-services and
computer intrusion, that might
result in, among
 other things, loss or breach of customer
data, disruption of services, reputational damage or additional costs to Popular; changes
in
rates
and
which
may
the
value
of
and
liabilities;
judgments,
claims,

 damages, penalties, fines, enforcement actions and reputational damage resulting from pending or future litigation and regulatory or
investigations
or
actions;
in
rules
and
interpretations;
our
to
grow
our
core
 businesses;
decisions
to
downsize,
sell
or
close
branches
or
units
or
our
mix;
and
 management's ability to identify and manage these and
other risks.
the
of
legal
and
proceedings,
as
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
are based
upon information
Popular as
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.
 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
Islands.
In
Rico,
the
Corporation provides
retail,
mortgage,
and
banking services
 through its principal banking subsidiary, Banco Popular de Puerto Rico ("BPPR"), as well as investment
banking, broker-dealer, auto
 and
leasing
and
financing,
and
In
the
U.S.
mainland,
the
 Corporation provides
retail, mortgage,
commercial banking
as equipment
leasing and
financing, 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.
 YEAR 2023 SIGNIFICANT EVENTS
 Issuance and Redemption of Senior Notes
 On March
13, 2023,
issued $400
million aggregate
principal amount
of 7.25%
Senior Notes
due 2028
(the "2028
 Notes") in an underwritten public offering. The Corporation used a portion of the net proceeds of
the 2028 Notes offering to redeem,
 on August 14, 2023, the outstanding $300 million aggregate principal amount of its 6.125% Senior Notes due
September 2023. The
 redemption price was equal to 100% of the principal
amount plus accrued and unpaid interest
through the redemption date.
 FDIC Special Assessment
 On
16,
2023,
the
("FDIC")
a
final
rule
that
a
 assessment (the "FDIC
Special Assessment") to
recover the losses
to the deposit
insurance fund ("DIF")
resulting from the
 use,
in
March
2023,
of
the
systemic
risk
exception
to
the
least-cost resolution
test
under
the
Act
in
 connection with the receiverships of several failed banks.
 Under the final rule, the assessment base for
the special assessment is equal to an insured depository institution's
("IDI") estimated
 uninsured deposits,
as reported
IDI's
2022 Call
Report, excluding
the first
$5 billion
in estimated
uninsured
 deposits. For a holding company that has more than one IDI subsidiary, such as Popular, the $5 billion exclusion is allocated among
 the company's IDI
subsidiaries in proportion to
each IDI's estimated
uninsured deposits. The special
assessments will be collected
 at an annual
rate of approximately 13.4
basis points per year
(3.35 basis points per
quarter) over eight quarters
in 2024 and
2025,
 with
the
first
beginning
1,
2024.
In
their
31,
2022
Call
Reports,
BPPR
and
PB
 estimated uninsured deposits of
approximately $28.1 billion, including $16.2
billion in fully
collateralized public sector deposits,
and
 $3.5 billion,
recorded an
expense of
$71.4 million,
$45.3 million
tax,
fourth quarter
of
 2023, representing the full amount of the assessment.

 By statute, the FDIC is required to recover the loss
arising from the use of a systemic risk determination
through one or more special
 assessments. As of
the FDIC's
loss estimate described
final rule
had increased by
approximately $4.1
 billion to $20.4 billion, or
approximately 25%.
The exact amount of losses will
be determined when the FDIC terminates the
 receiverships considered
final rule.
the special
assessment amount
and collection
period may
change as
the
loss
is
periodically
or
if
the
total
collected
varies.
If
the most recent
in
the
 estimate remains unchanged and is assessed
in the same manner,
the Corporation estimates that
the incremental expense for
the
 FDIC Special Assessment could be approximately
$18 million.

 Increase in quarterly common stock dividends
 During the fourth quarter of 2023, the Corporation declared a quarterly common stock cash dividend of $0.62 per share, an increase
 of $0.07, or 13%, compared to the $0.55 per
share declared by the Corporation in the third
quarter of 2023.

 Table 1 - Selected Financial Data
31,
 (Dollars in thousands, except per common share data)
 2023
 2022
 2021
 CONDENSED STATEMENTS
OF OPERATIONS
 Interest income
 $
 3,245,307
 $
 2,465,911
 $
 2,122,637
 165,047

 (193,464)
 650,724
 897,062
 642,128
 Operating expenses
 1,898,100
 1,746,420
 1,549,275

 $
 $
 $
 Net income applicable to common stock
 $
 539,930
 $
 1,101,229
 $
 933,477
 PER COMMON SHARE DATA
 Net income per common share - basic
 $
 7.53
 $
 14.65
 $
 11.49
 Net income per common share - diluted
 7.52
 14.63
 11.46
 Dividends declared
 2.27
 2.20
 1.75
 Common equity per share
 71.03
 56.66
 74.48
 Market value per common share
 82.07
 66.32
 82.04
 Outstanding shares:
 Average - basic
 71,710,265
 75,147,263
 81,263,027
 Average - assuming dilution
 71,791,692
 75,274,003
 81,420,154
 End of period
 72,153,621
 71,853,720
 79,851,169
 AVERAGE BALANCES
 Net loans
 [1]
 $
 33,164,960
 $
 30,405,281
 $
 29,074,036
 Earning assets
 68,175,022
 69,729,933
 68,088,675
 71,234,236
 72,808,604
 71,168,650
 62,546,480
 64,716,404
 63,102,916
 Borrowings
 1,227,094
 1,119,878
 1,255,495
 Total stockholders'
 6,600,603
 6,009,225
 5,777,652
 PERIOD END BALANCE
 Net loans
 [1]
 $
 $
 32,083,150
 $
 29,299,725
 Allowance for credit losses - loans portfolio
 695,366
 Earning assets
 67,216,816
 64,251,062
 72,103,862
 75,097,899
 67,005,088
 Borrowings
 1,078,332
 1,400,319
 1,155,166
 Total stockholders'
 5,969,397
 SELECTED RATIOS
 Net interest margin (non-taxable equivalent basis)
 3.13
 %
 3.11
 %
 2.88
 %
 Net interest margin (taxable equivalent basis) -Non-GAAP
 3.31
 3.46
 3.19
 Return on assets
 0.76
 1.51
 1.31
 Return on common equity
 8.21
 18.39
 16.22
 Tier I capital
 16.36
 16.45
 17.49
 Total capital
 18.13
 18.26
 19.35
 [1] Includes loans held-for-sale.

 Non-GAAP financial measures
 Net interest income on a taxable equivalent basis

 Net
on
a
is
with
its
components
in
Table
for
the
year
ended
2023
as compared
with
period in
2022, segregated
by
major categories
of
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
of
tax-exempt
are
in
of
the
U.S.
Government,
its
and
entities,
and
of
the
Commonwealth
of
Rico
and
its
and
held
by
the
 Corporation's international
banking entities.
To
facilitate the
comparison of
all interest
these assets,
the interest
 has
been
converted
to
a
using
the
tax
rates
for
each
period.
The
 equivalent computation
considers the
interest expense
related expense
disallowances required
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
is
a
non-GAAP
measure.
believes
that
this
meaningful
 information since it facilitates the comparison of revenues
arising from taxable and exempt sources.
 Net interest
income, on
a taxable
equivalent basis,
as used
Corporation may
not be
comparable to
similarly named
non-
 GAAP financial measures used by other companies.
 Financial highlights for the year ended December 31,
2023
 The discussion
that follows
provides highlights
Corporation's results
of
operations for
 compared to the results of
operations of 2022. It also
provides some highlights with respect to
the Corporation's financial condition,
quality,
capital and
liquidity.
Table
2 presents
a three-year
summary of
the components
of
as a
percentage of
 average total
For a
discussion of our
2022 results
of operations compared
with 2021,
see "Management's
Discussion and
 Analysis of Financial Condition and Results of Operations"
in our Form 10-K for the year ended December

 Table 2 - Components of Net
Income as a Percentage of Average Total
 2023
 2022
 2021
 2.99
 %
 2.98
 %
 2.75
 %
 Provision for credit (losses) benefit
 (0.29)
 (0.11)
 0.27
 0.03
 0.06
 0.07
 Net gain (loss) and valuation adjustments on investment
 0.01
 (0.01)
 -
 Other non-interest income

 0.87
 1.18
 0.83
 Total net interest
income and non-interest income, net of provision
for credit losses

 3.61
 4.10
 3.92
 Operating expenses
 (2.66)
 (2.40)
 (2.18)
 Income before income tax

 0.95
 1.70
 1.74
 (0.19)
 (0.19)
 (0.43)
 0.76
 %
 1.51
 %
 1.31
 %
 The Corporation's net income for the year ended December 31, 2023 amounted to $541.3 million, compared to a net income of $1.1
 billion for 2022.
 Net interest
income for the
year ended December
31, 2023 was
$2.1
billion, a
decrease of $35.8
million when compared
to 2022.
 The decrease
in net
interest income was
mainly driven
by higher
interest expense from
mainly due
to higher
cost of
the
Rico government
deposits and
the increase
in cost
of Popular
U.S. deposits.
The net
interest margin
31,
2023
was
3.13%
to
3.11%
for
the
same
in
2022,
by
a
full
year
impact,
on
the
cost
of
 deposits, of the
increase, in 2022,
of 400 basis
points in the
Federal Funds Rate
and an additional
100 basis points
in 2023. On
a
equivalent basis,
net interest
margin
was
3.31% in
2023, compared
to
3.46% in
2022. Refer
to
the
Net Interest
 section of this MD&A for additional information.
 The
total
provision for
of
$208.6
for
the
year
ended
31,
2023,
to
$83.0
higher expense
year 2023
was driven
by higher
reserves in
our consumer
and commercial
due
to
in
and
loan
volumes.
The
loans
to
normalization.
While,
non-performing
loans
("NPLs")
and
net
offs
("NCOs")
below
 historical pre-pandemic
averages,
consumer portfolios,
reflected credit
quality deterioration
in certain
areas, particularly
 the unsecured personal loans and credit cards portfolios, with delinquencies and NCOs near or exceeding pre-pandemic levels. The
 auto loans portfolio
also showed credit
normalization, however,
metrics remained below
pre-pandemic levels. The
commercial and
 mortgage portfolios continue to operate with historically low levels of NCOs and NPLs. Non-performing assets totaled $438.0 million
 at
2023, reflecting
a decrease
of $90.5
million when
compared to
2022.
the Provision
for
 Credit Losses and Credit Risk sections of this
MD&A for information on the allowance for credit losses,
non-performing assets, loan
 modifications to borrowers with financial difficulties,
net charge-offs and credit quality metrics.
 Non-interest
for
the
year
ended
31,
2023
to
$650.7
a
of
$246.3
when
 compared with 2022, mostly
due to the
$257.7 million gain related to
the Evertec Transactions
and related accounting adjustments
 during 2022. 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 $1.9 billion for the year 2023, reflecting an increase of
$151.7 million, when compared to the
 same
in
2022,
due
to
the
FDIC
Special
Assessment
of
$71.4
personnel
costs
reflecting
salary
 increases and a higher headcount,
a higher goodwill impairment charge in our U.S. based equipment leasing subsidiary,
and higher
 processing and transactional services expenses.
Refer to the Operating Expenses section of
this MD&A for additional information.
amounted to $134.2 million
for the year
ended December 31, 2023,
compared with an
income tax expense of
 $132.3 million for
the previous year.
The income tax
expense for the
year was impacted
by the composition
and source of
 income, including lower tax exempt income and lower income
subject to preferential tax rates. The income tax expense of
year 2022
 benefited from the partial reversal of $68.2 million
of the deferred tax assets valuation allowance of the
U. S. operations, the sale of

shares,
at
a
preferential rate,
and
a
higher tax
exempt
net
of
disallowance.
Refer
to
the
Taxes
 section in this MD&A and Note 35 to the
Consolidated Financial Statements for additional
information on income taxes.
were $70.8
billion, compared
with $67.6
 increase of $3.1 billion is
mainly driven by an
increase in loans held-in-portfolio mainly in
the commercial,
consumer, and mortgage
 portfolios. Refer to the Statement of Financial Condition
Analysis section of this MD&A for additional information.
 Deposits amounted to
$63.6 billion at
compared with $61.2
billion at December
Table
8 presents a
 breakdown of
deposits by major
categories. The
deposits was
mainly due
to higher
public funds at
BPPR
 and time deposits at
PB. The Corporation's borrowings amounted
to $1.1 billion at
December 31, 2023, compared to
$1.4 billion at
31,
2022.
Refer
to
Note
to
the
for
on
the
 borrowings.
 Refer
to
Table
in
the
of
Condition
Analysis
of
this
MD&A
for
the
percentage
allocation
of
the
 composition of the Corporation's financing to total assets.
 Stockholders' equity amounted to $5.1
billion at December 31, 2023,
compared to $4.1 billion at
December 31, 2022. The increase
 was
principally
due
to
lower
on
debt
available-for-sale,
lower
on
debt
reclassified to
held-to-maturity,
for
the
year,
partially
by
declared
 dividends. The Corporation and its banking subsidiaries continue to be
well-capitalized at December 31, 2023. The Common Equity
 Tier 1 Capital ratio at December 31, 2023 was 16.30%, compared
to 16.39% at December 31, 2022.
 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
accounting policies
are described
in
detail in
Note 2
Statements and
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
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
critical accounting
 policies and estimates.
 Fair Value Measurement of Financial Instruments
currently measures
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 is
required to record
at fair value
 other assets
on a
nonrecurring basis,
loans held-for-sale, loans
held-in-portfolio that
are collateral
dependent and
 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
liabilities measured
value under
the three-level
hierarchy.
The level
 hierarchy is based on whether the inputs to
the valuation methodology used for fair value measurement
are observable.
 The
the
use
of
when
available,
in
order
to
minimize
the
use
of
to
 determine fair value. The inputs or methodologies used for valuing securities are
not necessarily an indication of the risk associated
 with investing
securities. The
judgment involved
in estimating
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
type of instrument,
the liquidity of
the market for
the instrument, transparency
around the inputs
to the valuation,
as
 the
of
the
instrument.
Broker
quotes
used
for
fair
value
measurements
inherently
any
lack
of
 liquidity in the market since they represent an exit
price from the perspective of the market participants.
 Trading Debt Securities and Debt Securities Available-for-Sale
 The
majority
of
the
for
debt
and
debt
are
obtained
from
third-party
 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
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.

 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
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
products.
To
the
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
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.
 Furthermore, management assesses the fair value of its
portfolio of investment securities at least on a quarterly
basis. Securities are
in
the
fair
value
hierarchy
according
to
product
type,
and
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
validation
and
of
changes,
assumption
and
level
 hierarchy changes, and evaluation of distressed transactions.

Note 28
Consolidated Financial Statements for
a description of
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
accrued
and
unpaid interest
is
charged against
and
the
loan
is
accounted for
either
on
a cash-basis
 method or
cost-recovery method.
Loans designated
as non-accruing
are returned
to accrual
status when
 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.
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
the determination
 ("ACL").
The
establishes
an
ACL
for
its
loan
based
on
its
of
over
the
 contractual term
loans, adjusted
for expected
prepayments, in
accordance with
Accounting Standards
Codification ("ASC")
 Topic
326.
An
ACL
is
for
all
loans
and
since
inception,
with
a
corresponding
to
the
for
except
for
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
and
as
well
as
the
outlook.
As
part
of
this
 management evaluates
various macroeconomic
scenarios provided
by third
parties. At
2023, management
 probability weights to the outcome of the selected
scenarios.
 The
has
as
loans
by
when
foreclosure
is
probable
or
when
 foreclosure is
not probable but
the practical expedient
is used.
The practical expedient
is used
when repayment is
be
substantially
by
the
sale
or
operation
of
the
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
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
Credit Risk
section of
this MD&A
for detailed
collateral value
estimation for
 other real estate.
 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
of
the
over
the
term
of
each
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
 risk
is
over
the
life
of
the
loan
net
using
the
or
a
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. These loans
 follow the same nonaccrual policies as non-PCD
loans.
 Income Taxes
taxes
are
for
using
the
asset
and
Under
this
method,
tax
and
are
 recognized based
future tax
consequences attributable
to temporary
between the
financial statement
carrying
of
and
and
their
tax
and
attributable
to
loss
and
tax
 carryforwards. Deferred tax assets
and liabilities are measured
using enacted tax rates
expected to apply in
the years in
 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
taxes
is
complex
and
the
use
of
and
judgments.
The
has
two
accruals
for
taxes:
(i)
the
net
due
or
to
be
from
taxing
jurisdictions,
any
for
examination
issues,
and
(ii)
a
tax
that
represents
the
of
how
the
recognizes
and
under
GAAP,
and
how
such
and
 liabilities are
recognized under the
tax code. Differences
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
weight of
all available evidence,
it is
more likely
 than
not
(a
likelihood
of
more
than
50%)
that
some
or
the
entire
tax
asset
will
not
be
realized.
The
be
to
the
tax
asset
to
the
that
is
more
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
 the
reversal
of
differences,
exclusive
of
reversing
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;
other
hand, the
asset related
Rico
is evaluated
on an
entity by
entity basis,
since
no consolidation
is
allowed in
the income
tax filing.
this
 evaluation
is
composed
of
three
major
components:
U.S.
mainland
Rico
and
Holding
 Company.
evaluation of
the realization
asset by
taxing jurisdiction,
refer to
Note 35
 Statements.

 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
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
 accrued taxes. The Corporation has made
tax payments in accordance with
estimated tax payments rules. Any remaining
 will not have any significant impact on liquidity
and capital resources.
 The valuation
of deferred
requires judgment
in assessing
the likely
future tax
consequences of
events that
in
the
or
tax
and
profitability.
The
for
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 the 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
of
the
ultimate
tax
contains
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
support its
evaluation of
uncertain tax
 positions are reasonable.
 The amount of
unrecognized tax benefits
may increase or
decrease in the
future for various
reasons including adding amounts
for
tax
year
positions,
expiration
of
open
tax
due
to
the
statutes
of
limitation,
in
 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,
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
tax
treatment
is
and
in
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
statement
in
the
determined.
Such
could
have
an
on
the
tax
 provision or
benefit, or
other tax
reserves, in
the reporting
period in
which such
determination is
made and,
consequently,
 Corporation's results of operations, financial position and
/ or cash flows for such period.
 Goodwill and Other Intangible Assets
 The
goodwill
and
other
identifiable
intangible
having
an
indefinite
useful
life
are
tested
for
impairment.
 Intangibles
with
indefinite
lives
are
for
at
least
annually,
and
on
a
more
frequent
if
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
the
or
dispose
of
a
unit.
Other
identifiable
intangible
with
a
finite
useful
life
are
 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
the
fair
value
of
each
unit,
consistent
with
the
of
the
fair
value
 measurements
standard,
using
a
combination
of
methods,
price
of
comparable
 companies and
transactions, as
discounted cash
flow analyses.
Subsequent reversal
of goodwill
impairment losses
 permitted under applicable accounting standards. For a detailed description of the annual goodwill impairment evaluation performed
 by the Corporation during the third quarter of 2023,
refer to Note 15 to the Consolidated Financial
Statements.

 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
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
discount
rates,
termination
rates,
retirement
rates
and
care
trend
rates.
applies
judgment
in
the
 determination of these factors, which normally undergo evaluation against current industry practice and the
actual experience of the
The
uses
an
independent
actuarial
firm
for
assistance
in
the
of
the
Pension
Plans
and
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'
fair
value
at
31,
2023
was
$652.4
The
on
plan
is
by
 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
are
using
and
projected
and
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
2024 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,
 2024;
for
example, 8.5%
for
large
cap
stocks,
8.8% for
small cap
stocks,
9.0% for
international stocks,
6.0% for
long
 bonds
and
5.0%
for
long
bonds.
A
range
of
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 updated
its expected return on plan assets for year 2024
to 5.6% and 6.6% for
 the Pension Plans. Expected rates of return of 5.9% and 6.5%
had been used for 2023 and 4.3% and 5.4% had been used for 2022
 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.
 Net Periodic Benefit Cost
("pension expense") for the Pension Plans
amounted to $18.6 million in
2023. The total pension expense
 included a benefit of $34.4 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
 2024 from
5.6% to
5.35% would
increase the
projected 2024
pension expense
de Puerto
Rico Retirement
 Plan, the Corporation's largest plan, by approximately
$1.5

 If
the
projected
exceeds
the
fair
value
of
plan
the
shall
recognize
a
equal
to
the
 unfunded projected
benefit obligation
and vice
versa, if
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 (loss).
The determination of the fair value
 of
pension plan
obligations involves
judgment, and
any changes
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
methodologies
used
to
the
at
fair
value
as
described
in
Note
to
the
Statements.
Also,
the
compositions
of
the
plan
are
in
and
debt
which
have
readily
 determinable quoted market prices. The Corporation
had recorded a pension asset of $16.6
million at December 31, 2023.
 The Corporation uses
the spot rate
yield curve from
the Willis Towers
Watson RATE:
Link (10/90) Model
to discount the
 projected
cash
flows
of
the
plans.
The
discount
rate
ranged
from
5.02%
to
5.05%
for
the
 Pension Plans and 5.10% for the OPEB Plan to determine
the benefit obligations at December 31, 2023.

 A 50
basis point
decrease to
each of
the rates
2023 Willis
Towers
Watson RATE:
Link (10/90)
Model would
 increase the
projected 2024
expense for
the Banco
Popular de
Retirement Plan
by approximately
$2.2
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, 2023. The Corporation had recorded a liability for
 the underfunded postretirement benefit obligation of
$117.0 million at December 31, 2023.

 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 borrowed money.
Various risk factors
affect net interest income including the economic environment in
 which we operate, market related events, the mix
and size of the earning assets and
related funding, changes in volumes, repricing
 characteristics, loan fees
collected, delay
charges and
interest collected on
nonaccrual loans, as
strategic decisions made
 by the Corporation's management.
 Net interest income for the year ended December 31, 2023 was $2.1 billion or $35.8 million lower than in 2022. Net interest income,
 on a taxable equivalent basis,
for the year ended December 31,
2023
was $2.3 billion compared to
$2.4
billion in 2022, a
 of $154.4 million.
 The average key index rates for the years 2023 and
2022 were as follows:

 2023
 2022
 Prime rate.
 8.19%
 4.86%
 Fed funds rate.
 5.20
 1.86
 3-month Treasury Bill.
 3.59
 2.01
 10-year Treasury.
 3.45
 2.95
 FNMA 30-year.
 4.94
 4.26
outstanding securities
balances are
based upon
amortized cost
excluding any
unrealized gains
or losses
on securities.
loans
have
been
in
the
loans
and
categories.
Loan
fees
collected,
and
costs
 incurred
in
the
origination
of
loans
are
and
over
the
term
of
the
loan
as
an
to
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
included $21.0
million related
to those
items, compared
to $44.6
period in
2022.
 The year over
year decrease is
related to lower
amortized fees resulting from
the forgiveness of
PPP loans by
$16.6 million, lower
 discount amortization on commercial
loans by $5.4
million mainly driven by
lower interest from cancellation
of PCD loans
and $3.7
 million lower amortization of the fair value discount
of the auto portfolios acquired in previous

 Table
3 presents
the
components
of
the
net
on
a
for
the
year
2023, as compared
with the same
period in 2022,
segregated by major
categories of interest
earning assets
 and interest-bearing liabilities. Net interest margin was 3.13% in 2023 or 2 basis points higher than the 3.11
%
reported in 2022. The
 higher net interest margin for
the year is driven by
a full year impact,
on deposit costs, of the
increase, in 2022, of 425
basis points
 in
the
Funds
Rate
and
an
basis
points
in
2023.
On
a
net
margin
 was 3.31% in 2023,
compared to
3.46% in
2022, a
decrease of
15 basis
points. The
main drivers
decrease in
net interest
 income on a taxable equivalent basis were:
 Negative variances:

 Lower interest income
from investment securities by
$48.5 million due
to
lower volume by
$1.8 billion and
lower yield by
 three basis points;

 Higher interest
expense on
deposits by
$797.2 million
an increase
cost
by 170
basis
points resulting
 mainly from
the higher
cost of
Rico government
deposits and
the increase
in cost
of Popular
U.S. deposits.
terms of
BPPR's deposit
pricing agreement
public sector,
public funds
rates are
 linked with a lag minus a specified spread. This
source of funding still results in an attractive
spread under market rates.
 Partially offset by:

 Higher interest income from money market
investments by $248.5 million due to
higher interest rates by 396 basis
points,
 driven by the higher interest
rate environment, as explained above, partially
offset by lower volume by
$2.5 billion, due to
 lower volume of deposits and loan growth funding;

 Higher interest income from loans by $462.5 million
due to:

 Increase in commercial loan Interest income by $284.1 million, or 109 basis points as the origination of loans
 occurs
in
a
rate
scenario
and
the
positive
on
the
repricing
of
adjustable-rate
 partially offset by
lower amortized fees
resulting from the forgiveness
of PPP loans
by $16.6 million
and lower
 discount amortization on commercial loans by
$5.4 million mainly from cancellation of PCD loans,

 Higher interest
income from
construction loans
by $23.4
million, mainly
at Popular
Bank, driven
by
 yield by 257 basis points and a higher
average volume of loans by $38 million,

 Higher interest income
from auto and
lease financing portfolios
by $40.2 million
higher volume by
 $175 million in the leasing portfolio and higher yields by 37 basis points in auto loans, the later increase in yield
 was negatively impacted by
lower amortization of the
fair value discount of
the auto loan portfolios
acquired in
 previous years,

Higher interest income from mortgage loans
by $23.9 million driven by
higher yield by 21 basis
points and a
 higher average volume by $160 million,

 Higher interest income from consumer
loans by $91.0 million
resulting from a higher volume
by $372 million
 and higher
yield by
153 basis
points, driven
increase, mainly
in P.R.
in personal
loans year
over year
 and an increase in credit cards volume.

 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
 Attributable to
 2023
 2022
 Variance
 2023
 2022

 Variance
 2023
 2022
 Variance
 Rate
 Volume
 (In millions)
 $
 7,052
 $
 9,531
 $
 (2,479)
 5.20
 %
 1.24
 %
 3.96
 %
 $
 366,625
 $
 118,079
 $
 248,546
 $
 286,646
 $
 (38,100)
 27,926
 29,743
 (1,817)
 2.20
 2.23
 (0.03)
 Investment securities [1]
 615,758
 664,278
 (48,520)
 (8,273)
 (40,247)
 (19)
 4.32
 5.94
 (1.62)
 Trading securities

 1,376
 3,049
 (1,673)
 (700)
 (973)
 Total money market,

 investment and trading
 35,010
 39,325
 (4,315)
 2.81
 2.00
 0.81
 983,759
 785,406
 198,353
 277,673
 (79,320)
 Loans:
 16,469
 14,562
 1,907
 6.55
 5.46
 1.09

 1,079,171
 795,115
 284,056
 171,681
 112,375
 8.86
 6.29
 2.57
 72,309
 48,920
 23,389
 20,927
 2,462
 1,650
 1,475
 6.38
 5.92
 0.46
 105,309
 87,274
 18,035
 7,203
 10,832
 7,482
 7,322
 5.55
 5.34
 0.21
 414,992
 391,133
 23,859
 15,212
 8,647
 3,115
 2,743
 13.19
 11.66
 1.53
 410,910
 319,920
 90,990
 43,806
 47,184
 3,633
 3,525
 8.39
 8.02
 0.37
 Auto
 304,660
 282,533
 22,127
 13,257
 8,870
 33,165
 30,405
 2,760
 7.20
 6.33
 0.87
 Total loans
 2,387,351
 1,924,895
 462,456
 272,086
 190,370
 $
 68,175
 $
 69,730
 $
 (1,555)
 4.94
 %
 3.89
 %
 1.05
 %
 Total earning assets
 $
 3,371,110
 $
 2,710,301
 $
 660,809
 $
 549,759
 $
 111,050
 Interest bearing deposits:
 $
 24,563
 $
 25,884
 $
 (1,321)
 3.10
 %
 0.61
 %
 2.49
 %
 NOW and money market [2]
 $
 761,647
 $
 158,664
 $
 602,983
 $
 612,470
 $
 (9,487)
 14,900
 15,886
 (986)
 0.68
 0.20
 0.48
 Savings

 101,334
 32,400
 68,934
 74,110
 (5,176)
 7,776
 6,853
 2.41
 0.90
 1.51
 Time deposits
 187,043
 61,781
 125,262
 100,043
 25,219
 47,239
 48,623
 (1,384)
 2.22
 0.52
 1.70
 1,050,024
 252,845
 797,179
 786,623
 10,556
 15,307
 16,094
 (787)
 Non-interest bearing demand
 62,546
 64,717
 (2,171)
 1.68
 0.39
 1.29
 1,050,024
 252,845
 797,179
 786,623
 10,556
 (63)
 5.12
 2.78
 2.34
 Short-term borrowings
 7,329
 5,737
 1,592
 4,506
 (2,914)
 Other medium and

 1,109
 5.09
 4.26
 0.83
 long-term debt
 56,430
 39,970
 16,460
 9,458
 7,002
 48,491
 49,768
 (1,277)
 2.30
 0.60
 1.70
 liabilities (excluding demand
 deposits)
 815,231
 800,587
 14,644
 4,377
 3,868
 Other sources of funds
 $
 68,175
 $
 69,730
 $
 (1,555)
 1.63
 %
 0.43
 %
 1.20
 %
 Total source of funds
 815,231
 800,587
 14,644
 3.31
 %
 3.46
 %
 (0.15)
 %
 Net interest margin/ income
 on a taxable equivalent basis
 (Non-GAAP)
 2,257,327
 2,411,749
 (154,422)
 $
 (250,828)
 $
 96,406
 2.64
 %
 3.29
 %
 (0.65)
 %
 Net interest spread
 Taxable equivalent
 125,803
 244,390
 (118,587)
 3.13
 %
 3.11
 %
 0.02
 %
 Net interest margin/ income
 non-taxable equivalent basis
 (GAAP)
 $
 $
 $
 (35,835)
 Note: The changes that are not due solely to volume or
rate are allocated to volume and rate based on the
proportion of the change in each category.
 [1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale and the unrealized
loss related to certain securities transferred from
 available-for-sale to held-to-maturity.

 Provision for Credit Losses - Loans Held-in-Portfolio
and Unfunded Commitments
recorded an expense
of $209.7 million
for its
allowance for credit
 ("ACL") related to loans held-in-portfolio and unfunded commitments, compared with an expense of $84.2 million for
the year ended
 December 31, 2022. The provision expense
related to the loans-held-in-portfolio for the year
2023 was $201.5 million, compared to
 an expense
of $83.3
provision expense was
higher reserves
in our
 and commercial portfolios mostly due to changes in credit
quality and higher loan volumes. The provision
for unfunded commitments
 for the year 2023 reflected an expense of $8.2
million, compared to an expense of $0.9 million for
the same period of 2022.

 The provision expense related to loans held-in-portfolio for the BPPR segment was
$194.8 million for the year ended December 31,
 2023, compared to
an expense of
$69.5 million for
the year ended
December 31, 2022,
an unfavorable variance
of $125.3 million.
 The provision expense related to loans held-in-portfolio for the Popular U.S. segment was $6.7 million for the year 2023, a favorable
 variance of $7.1 million, compared to an
expense of $13.8 million for the year
2022. As part of the Corporation's model
governance
 procedures,
a new model was implemented for the U.S commercial real estate segment. The new model enhances techniques
used
 to
capture
default
the
geographical
footprint.
As
part
of
the
implementation
analysis,
the
metrics
of
the
such
as
risk
ratings,
delinquency levels,
and
low
the
office
 sector.
Qualitative reserves continue
to be
maintained to
address risks
U. S.
commercial real estate
segment. The
new
 model, including qualitative reserve, resulted in
a $7.3 million reduction of PB's ACL.
 At
31,
2023,
the
total
for
for
loans
held-in-portfolio amounted
to
$729.3
to
 $720.3
as
of
31,
2022.
The
ratio
of
the
for
to
loans
was
2.08%
at
31,
2023, compared
to
2.25%
at
2022. Refer
to
Note
to
the
Statements, for
 additional information on the Corporation's methodology to estimate its ACL. As discussed therein, within the process to estimate its
 ACL, the Corporation applies probability weights to the
outcomes of simulations using Moody's Analytics' Baseline, S3 (pessimistic)
 and
S1
(optimistic) scenarios.
The baseline
scenario is
assigned the
highest probability,
followed
pessimistic scenario.
In
refer
to
the
Risk
of
this
MD&A
for
a
analysis
of
net
charge-offs,
non-performing
the
 allowance for credit losses and selected loan
losses statistics.
 Provision for Credit Losses – Investment Securities
 The
for
to
its
is
to
the
of
from
the
of
Rico,
states
and
political
subdivisions.
For
the
year
ended
31,
2023,
the
 Corporation recorded a reserve release of
$1.1 million, compared to a reserve
release of $1.2 million for the
year ended December
 31, 2022. At
the total allowance
for credit losses
for this portfolio
amounted to $5.8
million, compared to
$6.9
 million as of December 31, 2022. Refer to Note 7 to the Consolidated Financial Statements for additional information on the ACL for
 this portfolio.
 Non-Interest Income
 For the year
ended December 31, 2023,
non-interest income decreased by
$246.3 million, when compared
with the previous
year.
 Factors that contributed to the variance in non-interest
income were:

lower other operating
income by $270.3
million mainly due to
a $257.7 million gain
recognized during the year
2022 due
 to the Evertec Transactions and related accounting adjustments;

lower income from mortgage banking activities by $21.0 million due to the unfavorable variances
of $11.8 million and $3.5
adjustments for
mortgage servicing
rights and
servicing fees,
loan
runoff
due
to
the
in
the
third
of
2022
to
retain
 guaranteed loans as held for investment,
and lower gains from closed derivative positions
by $6.0 million;
and

lower
charges
on
by
$9.7
due
to
lower
overdraft
charges,
in
part
due
to
the
 Corporation's determination to eliminate insufficient funds fees and modifying
overdraft fees effective in the third quarter of
 2022;

 partially offset by:

other
fees
by
$40.4
principally
at
the
BPPR
segment,
due
to
card
fees
by
$16.0
 million, mainly due to higher customer purchase activity,
higher other fees by $11.1 million, mainly due to higher fees from
 the merchant network business by
$8.3 million due to
the revenue sharing agreement entered
into in connection with the
Transactions,
debit
card
fees
by
$4.1
due
to
higher volume
of
transactions,
and
 insurance fees by $3.8 million; and

favorable
variance
of
$10.8
on
the
fair
value
adjustments to
the
of
to
 deferred benefit plans, which have an offsetting effect recorded
as higher personnel costs.
 Operating Expenses
 As discussed
significant events
section of
this MD&A,
to facilitate
the transparency
progress with
the transformation
 initiative and
to better
portray the
technology related
expenses categorized
nature of
the expense,
effective in
the
 fourth
of
2022,
the
has
separated
technology,
professional
fees
and
transactional
as
standalone
 expense categories
accompanying Consolidated
of
Operations. There
were no
changes to
the total
 expenses presented.
Prior periods amount in the financial
statements and related disclosures have been reclassified to conform
to
 the current presentation.

 Table
provides the detail of the reclassifications
for the year.

 Table 4 - Operating Expenses
Reclassification
 Year ended December 31,
 2021
 Financial statement line item
 As reported
 Adjustments
 Adjusted
 Equipment expenses
 $
 92,097
 $
 (59,178)
 $
 32,919
 410,865
 (284,144)
 126,721
 Technology and
software expenses
 -
 Processing and transactional services
 -
 25,234
 (11,205)
 14,029
 136,988
 (44,819)
 92,169
 Net effect on operating expenses
 $
 665,184
 $
 -
 $
 665,184

 Table 5 provides a breakdown of operating expenses by major categories.

 Table 5 - Operating Expenses
31,

 2023
 2022
 2021
 Personnel costs:
 Salaries
 $
 505,935
 $
 432,910
 $
 371,644
 Commissions, incentives and other bonuses
 112,657
 155,889
 142,212
 Pension, postretirement and medical insurance
 67,469
 56,085
 52,077
 Other personnel costs, including payroll taxes
 91,984
 74,880
 65,869
 Total personnel
costs
 778,045
 719,764
 631,802
 Net occupancy expenses
 111,586
 106,169
 102,226
 Equipment expenses
 37,057
 35,626
 32,919
 Other taxes
 55,926
 63,603
 56,783
 161,142
 172,043
 126,721
 Technology and
software expenses
 290,615
 291,902
 Processing and transactional services:
 Credit and debit cards
 44,578
 45,455
 40,383
 Other processing and transactional services
 93,492
 81,690
 80,984
 Total processing
and transactional services
 138,070
 127,145
 16,664
 14,885
 14,029
 Business promotion:
 Rewards and customer loyalty programs
 59,092
 51,832
 38,919
 Other business promotion
 35,834
 37,086
 34,062
 Total business
promotion
 94,926
 88,918
 72,981
 FDIC deposit insurance
 105,985
 26,787
 25,579
 Other real estate owned (OREO) income
 (15,375)
 (14,414)
 Other operating expenses:
 Operational losses
 23,505
 32,049
 38,391
 All other
 73,774
 77,397
 53,778
 Total other operating
 97,279
 109,446
 92,169
 3,180
 3,275
 9,134
 9,000
 -
 Total operating
 $
 1,898,100
 $
 1,746,420
 $
 1,549,275
 Personnel costs to average assets
 1.09
 %
 0.99
 %
 0.89
 %
 Operating expenses to average assets
 2.66
 2.40
 2.18
 Employees (full-time equivalent)
 9,088
 8,813
 8,351
 Average assets per employee (in millions)
 $7.84
 $8.26
 $8.52
 Operating expenses
2023 totaled
$1.9 billion,
which included
$71.4 million
the FDIC
 Special Assessment, an increase of $151.7 million when
compared with the previous year.
Excluding the effect of the FDIC
Special
 Assessment, total expenses for 2023 were $1.8
billion, an increase of $80.2
million, when compared with the previous year.
 the
year
2023,
the
incurred
$21.5
in
transformation
costs,
to
$24.6
 incurred during the second half of the year
2022. The other variances in operating expenses
for the year were driven primarily by:

personnel
costs
by
$58.3
due
to
salaries
by
$73.0
as
a
of
 adjustments,
salary
revisions
and
an
in
headcount,
an
in
costs
by
$11.7
 million, higher payroll taxes and other compensation
expenses by $17.1 million; partially offset
by a decrease in incentive
 compensation and profit-sharing accrual by $45.3

a higher goodwill impairment expense by $14.0 million, related to
our U.S. based leasing subsidiary for which a charge
of
 $23 million was
recorded in 2023,
due to lower
forecasted cash flows
and an increase
in the rate
used to discount
cash
 flows, compared to an impairment of $9 million recorded
in 2022 as a result of a decrease
in the projected earnings.

higher other processing and transactional services expenses by $11.8 million mainly
due to broad based retail customers'
 debit card replacement costs incurred during the second quarter
of 2023,
the impact of $3.5 million of incentives
July
2022
to
the
ATH
Network
Participation
Agreement
entered
into
in
with
the
 Business Acquisition and an increase by $2.6
million in service charges related to point of sale debit
card transactions;

higher customer
reward program expense
in our
credit card
business by
$7.3 million,
reflecting an
 purchase activity;

higher net occupancy expense by $5.4 million mainly due to an increase in buildings' insurance premiums and higher rent
 expense related to the space occupied by Popular Bank;
and

lower
other
real
owned
(OREO)
by
$6.8
due
to
lower
gain
on
sale
of
and
 commercial properties;

 These variances were partially offset by:

lower
other
operating expenses
by
$12.2 million
the
of
prior
year
expense related
to
the
 Transactions of
$17.3 million,
lower sundry
losses by
$8.5 million,
mainly related
to mortgage
claim reserves,
and $2.2
impairment of
long-lived assets
recognized during
2022; partially
higher pension
plan cost
by $19.2
 million due to changes in actuarial assumption.

lower professional
fees by
$10.9 million
mainly due
to lower
legal fees
by $2.7
million and
lower advisory
expenses by
 $6.8 million from various Corporate projects, including the Corporation's transformation
initiative, for which certain projects
 are being managed with internal personnel; and

lower
other
taxes
by
$7.7
due
to
the
reversal
2023
of
an
accrual
to
 examination fees in BPPR.
 Income Taxes
Corporation recorded an
expense of
$134.2 million,
compared to
$132.3
 million for the
same period of
2022.
The net increase
of $1.9 million
in income tax
expense reflects the impact
of the composition
 and source
of taxable
income between
both years.
year 2023,
the income
before tax
was lower
than year
2022, which
 would have resulted in a lower income tax expense; however, the
income tax expense of year 2022 benefited from the reversal of a
of
the
assets valuation
allowance of
the
U.
S.
which resulted
in
an income
tax
benefit of
$68.2
 million, the sale of Evertec shares, taxable at
a preferential rate, and a higher tax exempt
income net of disallowance.
had a
net deferred
tax asset
amounting to
$1 billion,
a valuation
allowance of
$0.5
 billion.
The net deferred tax asset related to the U.
S. operations was $0.3 billion, net of a valuation
allowance of $0.4 billion.
Note 35
Statements for
a reconciliation
statutory income
tax rate
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 $94.6 million
for the quarter
ended December 31, 2023,
compared with a
net income of
 $257.1 million for the same quarter of 2022.
 Net interest income for the fourth quarter of
2023 amounted to $534.1 million, compared with $559.6 million for the
fourth quarter of
 2022, a decrease of $25.4 million. The
decrease in net interest income was mainly
due to higher cost on deposits
partially offset by
 an increase
income from
loans, mainly
growth at
both BPPR
and higher
rates, and
higher income
from

 money market investments due to higher average
balances and higher rates. The
net interest margin decreased by 20
basis points
 to 3.08% mainly due to
an increase in deposit costs, particularly on Puerto
Rico public funds and time deposits
at PB. On a taxable
 equivalent basis, the net interest margin for the fourth
quarter of 2023 was 3.26%, compared
to 3.64% for the fourth quarter of 2022.
 The provision for credit losses was $78.7 million for the
fourth quarter of 2023, compared to a provision expense of $49.5 million
for
 the fourth quarter of 2022. The increase in provision
expense reflects portfolio growth and changes
in credit quality.

$168.7 million
quarter ended
2023, compared
with $158.5
the
 same quarter in
2022. The increase of
$10.3 million was mainly
due to higher other
service fees by $7.7
million and higher service
 charges on deposit accounts by $3.0 million
mainly due to higher non-balance compensation.
 Operating expenses
totaled $531.1
the quarter
compared with
$461.7 million
same
in
the
previous
year.
The
of
$69.4
is
to
the
$71.4
FDIC
Special
Assessment
 recognized during
the fourth
quarter of
2023; partially
lower professional
fees by
$10.1 million
mainly related
to various
 corporate projects, including the transformation initiative,
for which certain areas are currently being managed
by internal personnel.
 For
the
ended
31,
2023,
the
an
tax
of
$1.5
with
an
benefit of
$50.3 million
same quarter
of 2022.
The unfavorable
variance of
$48.9
benefit,
 when compared to the
fourth quarter of 2022,
was mostly attributed to
the reversal of a
portion of the deferred tax
assets valuation
 allowance during the fourth
quarter of 2022, for
which we reported an
income tax benefit
of $68.2 million. During
the fourth quarter
 of 2023, we reported
a lower income before tax,
mainly due to the FDIC
Special Assessment,
which resulted in a
lower income tax
 expense by
approximately $42.6 million.
We also
recorded lower exempt
income and other
lower tax benefits,
both increasing the
 income tax expense by $15.5 million and 7.2 million,
 REPORTABLE SEGMENT RESULTS
reportable segments
for managerial
reporting purposes
consist of
de Puerto
Rico and
 U.S. A Corporate group has been defined to
support the reportable segments.

 For
a
of
the
reportable
segments,
and
the
underlying
 management accounting process, refer to Note 37
to the Consolidated Financial Statements.

 The Corporate group reported a net income of
$13.3 million for the year ended December 31, 2023, compared with
a net income of
 $150.1
for
the
previous
year.
The
in
net
was
attributed
to
the
$128.8
in
after-tax
gains
 recognized by the Corporation as a result of the Evertec Stock Sale, as defined
in Note 4 to the Consolidated Financial Statements,
 and related accounting adjustments during the
year ended September 30,2022.
 Highlights on the earnings results for the reportable
segments are discussed below:

 The Banco Popular
de Puerto Rico reportable
segment's net income
amounted to $472.0
million for the
year ended December 31,
 2023, compared with $782.0 million for
the year ended December 31, 2022.
The principal factors that contributed to the
variance in
 the financial results included the following:

Lower net
by $11.9
million due
to higher
interest expense
on deposits
by $616.0
million mainly
 higher costs
on the market-indexed
government deposits, and
the higher
interest rate environment's
 on the cost
of NOW accounts,
time deposits and
savings deposits; partially
higher interest income
from money
and
investment securities
by
$287.5
due
to
yields
by
the
in
rates
by
the
and
balances
of
U.S.
securities;
and
from
loans
by
 $317.4 million, mainly due to higher average balances mainly in commercial and consumer loans and higher
yields across

 all the portfolios
. The BPPR segment's net interest margin was 3.20% for 2023 compared with
3.06% for the same period
 in 2022.

A
for
loan
of
$194.3
in
2023,
to
$70.3
for
the
year
ended
2022,
or
an
 unfavorable variance of $124.0 million,
due in part to loan growth;

Lower non-interest income by $93.6 million mainly
due to:

Lower
other
by
$109.3
due
to
the
gain
as
of
the
 Transactions and related accounting adjustments on 2022,

Lower mortgage banking activities by $20.4 million, unfavorable variances in the fair value
adjustments for mortgage
 serving
and
fees,
by
loan
runoff
due
to
 determination in the third
quarter of 2022 to
retain certain guaranteed loans
as held for
investment, and lower gains
 from closed derivative positions;

Lower
charges
on
by
$8.8
principally
due
to
the
in
of
eliminating
 insufficient fund fees and modifying overdraft fees implemented
in the third quarter of 2022.

Higher operating expenses by $111.5 million, mainly due to:

Higher
personnel
costs
by
$37.0
due
to
a
headcount
and
salaries
adjustments,
merit
 increases, market
and minimum
salary adjustments
and higher
pension and
health insurance
costs; partially
 by a decrease in profit sharing in incentive
compensation;

Higher
promotions
by
$6.1
due
to
rewards
to
 transactional volumes;

Higher FDIC deposit insurance expense by $68.8
million due to the FDIC Special Assessment recorded
in 2023;

Higher processing and transactional
services by $10.8
million mainly due
to higher credit
and debit card processing
 expense as a result of higher transactional volumes,

Higher
professional
fees
by
$17.8
due
to
costs
with
initiatives
on
regulatory,
 compliance and cyber security efforts as well as the transformation
initiative.
 Partially offset by:

Lower other operating expenses by
$26.7 million mainly due to
$17.3 million charge related to
Evertec Transactions
 on
2022
and
lower
sundry
by
$5.6
due
to
a
release
 recorded in 2022
and lower charges
allocated from the
Corporate segment group
by $9.1 million
mainly from lower
 personnel costs;
partially offset by higher pension plan cost by $19.2
million due to charges in actuarial assumptions;

Lower technology and software
expenses by $4.5 million
mainly due in part
to savings associated with the
 services from Evertec during 2022;

Lower
net
recoveries
from
OREO
by
$7.4
due
to
lower gain
on
sale
of
and
 properties.

Lower
tax
by
$30.9
due
to
lower
tax
and
the
of
the
composition
and
 sources of taxable income in each year.

the reportable
segment of
reported net
income of
$56.3 million,
 with a net
income of $170.3 million for
the year ended December
31, 2022. The principal
factors that contributed to
the variance in
 the financial results included the following:

Lower net interest income by $22.3 million mainly due to higher interest expense
on deposits by $207.3 million mainly due
 to higher
rates and
higher average
balance of
time deposit
primarily gathered through
its direct
online channel,
partially
higher interest
income from
loans by
$138.1 million,
mainly from
growth in
the commercial
portfolio as
 higher yields due to
increases in rates, and higher
income from money market and
investment securities by $47.4 million
 due to higher
yields and higher
average balance. The
Popular U.S. reportable segment's
net interest margin
was 2.98%
 for 2023 compared with 3.68% for the same period
in 2022;

An
unfavorable variance
of
$2.1
on
the
provision for
loan
and
unfunded
commitments,
reflective
of
the
 updated macroeconomics
scenarios offset
implementation of
the new
model for
commercial real
 loans, which resulted in a reserve release of $14.6

Lower non-interest
by
$7.1
million mainly
the
reversal on
2022
of
$9.2 million
of
the contingent
 related to the acquisition of the commercial lease business
at Popular Equipment Finance;

Higher operating expenses by $39.0 million mainly due
to:

Higher personnel costs by $5.9 million due to salary
market and annual adjustments;

Higher occupancy expense by
$4.1 million due to
higher rental building and
an increase in
amortization mainly
 due to early termination of contracts;

Higher
FDIC
by
$10.0
due
to
the
FDIC
Special
Assessment
in
 2023;

Higher other
by
$2.9 million
higher charges
allocated from
the
Corporate segment
by
$1.6
 million, mainly professional fees; and

The goodwill impairment charge related
to our U.S. based leasing subsidiary of $23.0 million
recorded in 2023,
 due to lower forecast cash flows
and increase in the rate to
discount cash flows, compared to an impairment of
 $9.0 million recorded in 2022, an unfavorable
variance of $14.0 million.

Higher income
tax
expense by
$43.4 million
due
the partial
reversal of
the
asset valuation
 allowance recorded during the fourth quarter of
2022 of $68.2 million.

 STATEMENT
OF FINANCIAL CONDITION ANALYSIS

 The Corporation's total
assets were $70.8 billion
at December 31, 2023,
compared to $67.6 billion
at December 31, 2022.
 the Corporation's Consolidated Statements of Financial Condition at December 31, 2023 and 2022 included in this Form 10-K. Also,
 refer to the Statistical Summary 2023-2022 in this MD&A
for Condensed Statements of Financial Condition.

 Money market investments and debt securities
 Money
by
$1.4
at
2023,
when
to
31,
2022.
This
was
by
the
of
$2.4 billion,
due
to
higher Puerto
Rico
public sector
at
time
at
PB.
Debt
by
$1.1
billion,
due
repayments
and
maturities,
while
debt
by
$329.9
Refer
to
Notes
and
to
the
for
 additional information with respect to the Corporation's debt
securities available-for-sale and held-to-maturity.
 Loans

 Refer to Table
6 for a breakdown of
the Corporation's loan portfolio. Also,
refer to Note 8
to the Consolidated Financial Statements
 for detailed information about the Corporation's loan portfolio
composition and loan purchases and sales.
 Loans
held-in-portfolio increased
by
$3.0
billion to
$35.1
at
31,
2023,
due
to
growth in
the
 portfolio of
$2.0 billion,
reflected at
both BPPR
by approximately
$1.1 billion
and $0.9
billion, respectively,
and consumer
 loans at
BPPR. Consumer loans
at BPPR
increased by
$445.0 million in
the aggregate including
credit cards,
personal loans
and
 auto loans. The increase in BPPR's
consumer portfolio is aligned with the increase in
retail sales and consumer spending in Puerto
 Rico
2023.
The
auto
loans
at
BPPR
benefited
from
the
sustained
level
of
auto
sales
on
the
island.
In
 addition, mortgage
loans increased
by
$281.5 million
previous year,
Corporation continued
to
retain, in
portfolio,
 FHA-guaranteed mortgage loans originations.

 A portion of the Corporation's $3.0 billion year over year loan growth
in 2023 was driven by its non-owner occupied commercial real
and
portfolios,
as
in
Table
6.
Due
to
pressures
from
shifts
to
hybrid
work
 environments since
the pandemic,
particularly in
the New
York
Metro area
where the
Corporation operates,
effect of
the
 current higher interest rate environment, there has
been increased focus about the risks of these
categories of loans.

$5.1 billion
non-owner occupied commercial
portfolio is comprised
of $3.0
and
 $2.1 billion in the U.S. and is
well diversified across a number of tenants in different industries
and segments with exposure to retail
 (35%
of
non-owner
CRE),
hotels
(20%)
and
office
space
(12%)
for
two
thirds
of
the
total
exposure.
The
 approximate $639 million office space
exposure represents only 1.8% of the
total loan portfolio and is
comprised mainly of mid-rise
 properties with diversified tenants with average loan
size of $2 million across both the U.S. and
Puerto Rico.

 Popular's $2.4 billion commercial multi-family
portfolio represents approximately 7% of
total loans and is
concentrated in New York
 Metro ($1.4 billion), South Florida
($768 million) and Puerto Rico
($185 million). In the New
York Metro
region, the Corporation has
 no
to
rent
controlled
buildings.
The
majority
of
our
in
that
region,
are
by
underlying
 buildings that count on a mix
of units subject to rent stabilized (subject
to annual capped rent increases) and market-rate
units. The
 rent stabilized units represent less than 40% of
the total units in the loan portfolio with
the majority originated after 2019. The mix of
 units within
a building
is common
across the
Metro region
tax incentives
awarded to
developers based
on rent
 stabilized
units.
In
2024,
there
are
$237
in multi-family
loans
in
our
New
York
Metro
portfolio expected
to
 reprice.

Note 9
Statements for
additional information
on delinquency,
asset quality
and origination
 vintage information of these loan segments.
 The allowance for credit losses for the
loan portfolio increased by $9.0 million, net
of the impact of the adoption of
ASU 2022-02 on
 January 1,
2023 (Troubled
Debt Restructuring
by Creditors),
mainly due
to changes
in credit
quality metrics
and portfolio
growth.
 Refer to the Credit Quality section of the MD&A
for additional information on the Allowance for
credit losses for the loan portfolio.

 Table 6 - Loans Ending Balances
 2023
 2022
 Loans held-in-portfolio:

 $
 $

 17,709,797
 15,739,132

Auto

Other

 6,968,168
 6,597,443
 Total loans held-in
-portfolio
 $
 35,064,971
 $
 32,077,769
 Loans held-for-sale:

 $
 4,301
 $
 5,381
 Total loans held-for-sale
 $
 4,301
 $
 5,381
 Total loans
 $
 $
 32,083,150
$2.0 billion at
2023, an
increase of
$166.8 million compared
to $1.8
 31, 2022. At December 31,
2023, this includes $176 million in
cash receivable from the maturities of
investment securities.
 Note 14
Consolidated Financial Statements
for a
breakdown of
the principal
categories that
comprise the
caption of
"Other
 Assets" in the Consolidated Statements of Financial
Condition at December 31, 2023 and 2022.
 Liabilities
total liabilities were
$65.6 billion
an increase
of $2.1
billion compared to
$63.5 billion
at
 December 31, 2022, mainly due to an increase 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, 2023 and 2022 is included
in Table 7.

 Table 7 - Financing to Total

 % increase (decrease)

 % of total assets
 (In millions)
 2023
 2022
 from 2022 to 2023
 2023
 2022
 Non-interest bearing deposits
 $
 15,420
 $
 15,960
 (3.4)
 %
 21.8
 %
 23.6
 %
 Interest-bearing core deposits
 43,571
 41,600
 4.7
 61.6
 61.5
 Other interest-bearing deposits
 4,627
 3,667
 26.2
 6.5
 5.4
 Repurchase agreements
 (38.9)
 0.1
 0.2
 -
 N.M.
 -
 0.5
 11.3
 1.4
 1.3
 (0.2)
 1.3
 1.4
 Stockholders' equity
 5,147
 4,093
 25.8
 7.3
 6.1
 The
totaled
$63.6
at
31,
2023,
to
$61.2
at
31,
2022.The
 deposits increase
of $2.4
billion was mainly
Rico public
sector deposits
at BPPR
and time deposits
at PB.
Public sector
 deposit balances amounted to $18.1 billion at December 31,
2023, compared to $15.2 billion at December 31, 2022.
The receipt by
 the Puerto Rico
Government of additional
federal assistance, and
seasonal tax collections,
could increase public
deposit balances
 at BPPR in
the near term.
However, the
rate at which
public deposit balances may
decline is uncertain and
difficult to predict.
The
and
timing
of
any
such
is
to
be
by,
for
example,
the
speed
at
which
assistance
is
 distributed, the financial condition, liquidity and cash management practices of the Puerto Rico Government and its instrumentalities
 and
the
implementation of
fiscal and
debt
plans approved
pursuant to
PROMESA or
other actions
mandated
by
the
 Fiscal Oversight and Management Board for Puerto
Rico (the "Oversight Board").
 Approximately 28% of the
Corporation's deposits are public
fund deposits from the
Government of Puerto Rico,
municipalities and
 government instrumentalities and corporations ("public funds'').
These public funds deposits are
indexed to short-term market
rates
 and fluctuate
in cost
with changes
rates with
a one-quarter
lag, in
accordance with
contractual terms.
As a
result, these
 deposits' costs
have generally
lagged variable
asset repricing.
Generally,
these deposits
require that
the bank
pledge high
 quality securities
as collateral;
therefore, liquidity
risks arising
from public
sector deposit
outflows are
lower.
the Liquidity
 section in this MD&A for additional information
on the Corporation's funding sources.
 Refer to Table 8 for a breakdown of the Corporation's deposits at December 31, 2023 and 2022.

 Table 8 - Deposits Ending Balances
 2023
 2022
 Demand deposits
 [1]
 $
 27,579,054
 $
 26,382,605
 Savings, NOW and money market deposits (non-brokered)
 26,817,844
 27,265,156
 Savings, NOW and money market deposits (brokered)
 719,453
 798,064
 Time deposits (non-brokered)
 7,546,138
 6,442,886
 Time deposits (brokered CDs)
 955,754
 338,516
 $
 $
 [1] Includes interest and non-interest bearing demand deposits.
 Borrowings
 The
borrowings
to
$1.1
at
2023,
to
$1.4
2022.
Note 17
Consolidated Financial Statements
for detailed
borrowings. Also,
refer to
 the Liquidity section in this MD&A for additional information
on the Corporation's funding sources.

 The Corporation's other liabilities amounted to $0.9 billion
at December 31, 2023, consistent with the
December 31, 2022 balance.

 Stockholders' Equity
 Stockholders' equity totaled
$5.1 billion at
an increase of
$1.1 billion when
compared to December
 The increase was principally due to lower accumulated unrealized gain/losses on debt securities available-for-sale by $472.5 million
 and net income for the year ended December 31, 2023 of $541.3 million,
partially offset by declared dividends of $163.7 million and
 $1.4
on
stock
and
stock,
Refer
to
the
of
Condition,
 Comprehensive Income
and of
Changes in
Stockholders' Equity
for information
composition of
stockholders' equity.
Also,
 refer
to
Note
to
the
for
a
detail
of
other
(loss),
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
 Statements presents further
information on the
Corporation's regulatory capital requirements,
including the regulatory capital
ratios
 of its depository institutions, BPPR and PB.
 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
ratios
in
Table
show
that
the
was
"well
 capitalized" for
regulatory purposes,
the highest
classification, under
Basel III
for years
2022. BPPR
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,
PB are
maintain this
additional capital
conservation buffer
of 2.5%
of CET1,
resulting in
 minimum ratios
of (i) CET1
to risk-weighted
assets of
7%, (ii) Tier
1 capital
to risk-weighted
assets of
8.5%, and
 (iii) Total capital to risk-weighted assets of at least 10.5%.
 Table 9 presents the Corporation's capital adequacy
information for the years 2023 and 2022.

 Table 9 - Capital Adequacy
Data

 2023
 2022
 Risk-based capital:
 Common Equity Tier 1 capital
 $
 6,053,315
 $
 5,639,686
 Additional Tier 1 Capital

 Tier 1 capital
 $
 6,075,458
 $
 5,661,829
 Supplementary (Tier 2) capital

 658,507
 623,818

Total

 $
 6,733,965
 $
 6,285,647

Total
risk-weighted assets

 $
 37,146,330
 $
 34,415,889
 Adjusted average quarterly assets
 $
 71,353,184
 $
 70,287,610
 Ratios:
 Common Equity Tier 1 capital
 16.30
 %
 16.39
 %
 Tier 1 capital

 16.36
 16.45
 Total capital

 18.13
 18.26
 Leverage ratio

 8.51
 8.06
 Average equity to assets
 [1]
 9.27
 8.25
 Average tangible equity to assets
 [1]
 8.19
 7.27
 [1]
 Average balances exclude unrealized gains or losses
on debt securities available-for-sale and unrealized
losses on debt securities transfer
 to held-to-maturities
 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
agencies' regulatory
 rules. These
rules simplified
the regulatory
capital requirement
for mortgage
servicing assets
(MSAs), deferred
arising
 from
and
investments in
the
of
unconsolidated financial
by
raising
the
CET1
deduction
 threshold
from
10%
to
25%.
The
15%
CET1
deduction
threshold
which
applies
to
the
aggregate
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
capital of
unconsolidated financial
institutions, the
 risk weight would be based on the exposure category
of the investment.

 The decrease in the CET1 capital ratio,
Tier 1 capital ratio
and, total capital ratio as of
December 31, 2023, compared to December
 31,
2022,
 was
due
to
an
in
risk
by
the
in
the
and
loan
 portfolios, partially offset by the annual earnings. The increase in
the leverage capital ratio was mainly due to the increase in
 driven by the annual earnings, partially offset by
a slight increase in average total assets.
 Pursuant
to
the
of
CECL
on
1,
2020,
the
Corporation elected
to
use
the
five-year
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
the capital benefits
provided during the
initial two-year delay.
As of
the Corporation had
phased-in
 50% of the cumulative CECL deferral with the remaining impact to be
recognized over the remaining two years. In the first quarter of
 2024, the Corporation will phase in a cumulative
75% of the deferral.
 On
26,
2020,
a
final
rule
to
the
Basel
III
rules
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
have
clarified
that
organizations,
the
and
its
Bank
 subsidiaries, are permitted to
assign a zero
percent risk weight to
PPP loans for
purposes of determining risk-weighted
 risk-based
ratios.
in
order
to
facilitate
use
of
the
Paycheck
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,
2023,
 the Corporation has $9 million in PPP loans and
no loans were pledged as collateral for PPPL
Facilities.
 Table 10 reconciles the Corporation's total common stockholders' equity to common equity Tier 1 capital.
 Table 10 - Reconciliation Common
Equity Tier 1 Capital

 2023
 2022
 Common stockholders' equity
 $
 5,209,561
 $
 4,198,409

AOCI related adjustments due to opt-out election
 1,831,003
 2,468,193

Goodwill, net of associated deferred tax liability
(DTL)
 (666,538)
 (691,560)

Intangible assets, net of associated DTLs
 (9,764)
 (12,944)

Deferred tax assets and other deductions
 (310,947)
 (322,412)
 Common equity tier 1 capital
 $
 6,053,315
 $
 5,639,686
 Common equity tier 1 capital to risk-weighted assets
 16.30
 %
 16.39
 %
 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
use of
the purchase
accounting method
of
for
mergers
and
acquisitions.
Neither
nor
or
be
 considered in
isolation or
as a
substitute for stockholders'
equity,
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
 calculates
its
equity,
and
any
other related
measures may
from
that
of
other
 reporting measures with similar names.

 The decrease
Tangible
equity to
tangible assets
ratio during
2022 was
mainly related
decrease in
fixed rate
available for sale
portfolio and
its impact
unrealized loss component
of

other
(''AOCI'').
Given
its
due
to
the
and
its
 intention to reduce the
impact on AOCI and tangible
capital of further increases in
interest rates, management changed its intent
to
 hold certain securities to maturity.
Therefore, in October 2022, the Corporation transferred U.S.
Treasury securities with a fair
value
 of $6.5 billion (par value of $7.4 billion) from
its available-for-sale portfolio to its held-to-maturity portfolio.

 The
were reclassified
at
time
of
the transfer.
At
the
the transfer,
these
had
pre-tax
of
$873.0
in
AOCI.
This
fair
value
discount
is
being
accreted
to
and
the
 unrealized loss remaining in
AOCI is being amortized,
offsetting each other through
the remaining life of
the securities. There were
 no realized gains or losses recorded as a result
of this transfer.

 While changes
unrealized gains
and losses
in AOCI
have an
impact on
wholly-owned
subsidiaries'
ratios,
they
do
not
ratios,
in
with
the
 framework.
Refer
to
Note
to
the
which
about
the
Debt
 Securities Held-to-Maturity for additional details.
 Table
a
reconciliation of
total
stockholders'
to
and
total
to
at
 December 31, 2023 and 2022.

 Table 11
- Reconciliation of Tangible
Common Equity and Tangible
 (In thousands, except share or per share information)
 2023
 2022
 Total stockholders'
 $
 $
 Less: Preferred stock
 Less: Goodwill
 (804,428)
 (827,428)
 Less: Other intangibles
 (9,764)
 (12,944)
 Total tangible common
 $
 4,310,618
 $
 3,230,910

 $
 $
 Less: Goodwill
 (804,428)
 (827,428)
 Less: Other intangibles
 (9,764)
 (12,944)
 Total tangible assets
 $
 69,943,963
 $
 66,797,545
 Tangible common
equity to tangible assets
 6.16
 %
 4.84
 %
 Common shares outstanding at end of period
 72,153,621
 71,853,720
 Tangible book value
per common share
 $
 59.74
 $
 44.97
 Year-to-date average
 Total stockholders'
equity [1]
 $
 5,853,276
 $
 5,798,407
 Average unrealized (gains) losses on AFS securities
transferred to HTM

 747,327
 210,818
 Adjusted total stockholder's equity

 6,600,603
 6,009,225
 Less: Preferred Stock
 Less: Goodwill
 (821,567)
 (757,133)
 Less: Other intangibles
 (11,473)
 (17,113)
 Total tangible common
 $
 5,745,420
 $
 5,212,836
 Average return on tangible common equity
 9.40
 %
 21.13
 %
 [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
 liabilities.

 Most of the assets
subject to market valuation risk
are debt securities classified as
available-for-sale. Refer to Notes 6
and 7 to the
Statements for
further information
debt
securities available-for-sale
and
held-to-maturity portfolios.
 Debt securities classified
as available-for-sale amounted
to $16.7 billion
as of December
31, 2023. Other
assets subject to
 risk include loans
held-for-sale, which amounted to
$4 million, mortgage servicing
rights ("MSRs") which amounted
to $118
 and securities classified as "trading", which amounted
to $32 million, as of December 31, 2023.

 Interest Rate Risk ("IRR")
 The Corporation's net interest income is subject
to various categories of interest rate risk,
including repricing, basis, yield curve and
 option risks.
In managing
risk, management may
alter the
mix of
floating and
fixed rate
liabilities, change
schedules,
adjust
maturities
sales
and
purchases
of
and
enter
into
derivative
contracts,
 among other alternatives.

rate
risk
is
an
that
encompasses
loan
and
flows
complemented
by
 investment and funding
activities. Effective management of
interest rate risk begins
with understanding the dynamic
 of assets and
liabilities and determining the
appropriate rate risk position
given line of
business forecasts, management objectives,
 market expectations and policy constraints.
 Management utilizes various tools to assess IRR, including Net Interest
Income ("NII") simulation modeling, static gap analysis, and
 Economic Value
of Equity
("EVE"). The
three methodologies
complement each
other and
are used
jointly in
the evaluation
 Corporation's IRR. NII
simulation modeling is
prepared for a
five-year period, which
in conjunction with
the EVE analysis,
 management a better view of long-term IRR.
 Net interest
income simulation analysis
performed by legal
entity and on
a consolidated basis
is a
tool used
Corporation in
 estimating the
potential change
in net
resulting from
hypothetical changes
rates. Sensitivity
analysis is
 calculated using a simulation model which incorporates
actual balance sheet figures detailed by maturity
and interest yields or costs.

 Management assesses
risk by
comparing various
NII simulations
under different
scenarios that
differ in
 direction of interest
rate changes, the
degree of change
and the projected
shape of the
yield curve. For
example, the types
of rate
 scenarios processed during the
quarter include flat rates,
implied forwards, and parallel
and non-parallel rate shocks.
 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
the simulation
 analyses as well as validations
of results on a
monthly basis. In addition, the
model and processes used to
assess IRR are subject
 to independent validations according to the guidelines
established in the Model Governance and
Validation policy.
 The Corporation processes NII
simulations under interest rate
scenarios in which the
yield curve is assumed
to rise and
decline by
 the same magnitude
(parallel shifts). The
rate scenarios considered in
these market risk
simulations include instantaneous parallel
 changes of -100, -200,
+100, and +200 basis points
during the succeeding twelve-month period. Simulation analyses
are based on
 many assumptions,
including that
the balance
sheet remains
flat, the
relative levels
of market
across all
yield curve
 points
and
indexes,
rate
spreads,
loan
prepayments
and
elasticity.
Thus,
they
not
be
relied
upon
as
 indicative of actual results. Further, the estimates do not
contemplate actions that management could take to respond to changes in
 interest rates. Additionally, the Corporation is also subject to basis risk in the repricing of its assets and liabilities, including the basis
using different
rate indexes
repricing of
liabilities, as
the effect
of pricing
lags which
or
historical differences
timing
of
management responses
to
the rate
environment. By
their
 nature, these forward-looking computations are only estimates and may be different from
what may actually occur in the future. The
 following table
presents the
the simulations
and December
assuming a
static balance
 sheet and parallel changes over flat spot rates over
a one-year time horizon:

 Table 12 - Net Interest Income
Sensitivity (One Year Projection)
 Amount Change
 Percent Change
 Amount Change
 Percent Change
 Change in interest rate
 +200 basis points
 20,822
 0.92
 (18,003)
 (0.82)
 +100 basis points
 11,496
 0.51
 (7,748)
 (0.35)
 -100 basis points
 19,589
 0.87
 8,778
 0.40
 -200 basis points
 16,971
 0.75
 9,296
 0.42
 The
of
the
NII
simulations
at
31,
2022
in
the
table
above
have
been
from
those
in
the
 Corporation's 2022 Form 10-K to reflect the effect of changes in certain modeling assumptions in down rate scenario simulations for
 certain variable rate loans. Specifically, the yield on certain variable rate loans that did not have contractual periodic floors, were not
 repricing according to the terms of those variable rate
loans in the down rate simulations.
 Although the adjustment referred to in the preceding paragraph
results in the magnitude of the Corporation's sensitivity to decreases
 in interest rates becoming lower, as of December 31, 2022, the adjusted NII simulations continued to show that the Corporation had
 a neutral to slightly liability sensitive position driven
by the rapid increase in short-term interest
rates throughout 2022.
 As of December
31, 2023, NII
simulations show the
Corporation has a
neutral to slightly
asset sensitive
position as compared
to a
 slightly
sensitive
as
of
31,
2022.
The
primary
reasons
for
the
variation
in
sensitivity
are
in
 balance sheet composition driven by an increase in overnight Fed Funds,
short-term U.S Treasury Bills ("T-
Bills") and loan portfolio
 on the asset side
partially offset by higher
Puerto Rico public sector
deposits which are indexed to
market rates and an
 time deposits. These
results suggest that
changes in the
Corporation's net interest
income sensitivity are driven
by changes in
the
 composition of the
investment portfolio as the
term bond portfolio continues
to run off
and get reinvested in
short-term investments
T-Bills, combined
increase of
approximately $3.0 billion
in loans
held in
portfolio. Additionally,
variation in
 cost, primarily
public sector
deposits that
represented $18.1
28% of
deposits as
31,
 2023,
as
well
as
an
of
$1.7
in
time
also
the
sensitivity
profile.
In
declining
rate
 scenarios net interest income would slightly increase as the decline in the cost of these deposit generates a greater benefit than the
assets yields.
In rising
rate scenarios,
Popular's net
is also
impacted by
its large
proportion of
 Rico public sector deposit, however the repricing
of assets as they either reset or mature lead
to an increase in net interest
income.
loan and
investment portfolios
to
prepayment risk,
which results
a third-party
to
 repay debt
obligations prior
to maturity.
Prepayment risk
also could
significant impact
duration of
and
since
prepayments
could
shorten
(or
lower
prepayments
could
extend)
the
 weighted average life of these portfolios.

 Table 13 - Interest Rate Sensitivity
 By repricing dates

 0-30 days
 Within 31 -
 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-
 bearing
 funds
 Total
 Assets:
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 Investment and trading securities

 1,849,238
 3,329,068
 1,173,287
 1,149,164
 1,096,708
 4,383,968
 12,478,938
 (317,478)
 25,142,893
 Loans
 5,872,869
 3,321,776
 1,491,687
 1,497,123
 1,434,984
 5,044,236
 16,487,918
 (81,321)
 (2)
 -
 -
 -
 -
 -
 -
 3,547,121
 3,547,119

Total

 14,720,976
 6,650,844
 2,664,974
 2,646,287
 2,531,692
 9,428,204
 28,966,856
 3,148,322
 Liabilities and stockholders' equity:
 Savings, NOW and money market and

 other interest bearing demand
 19,996,702
 770,508
 1,081,390
 999,305
 924,802
 3,075,028
 12,848,992
 -
 39,696,727
 Certificates of deposit
 2,145,493
 891,341
 941,722
 620,282
 859,114
 1,197,851
 1,846,089
 -
 8,501,892
 Federal funds purchased and assets

 sold under agreements to
 44,329
 38,763
 8,292
 -
 -
 -
 -
 -

 21,000
 -
 25,000
 23,570
 22,373
 144,214
 750,791
 -
 Non-interest bearing deposits
 -
 -
 -
 -
 -
 -
 -
 Other non-interest bearing liabilities
 -
 -
 -
 -
 -
 -
 -
 Stockholders' equity
 -
 -
 -
 -
 -
 -
 -

Total

 $
 22,207,524
 $
 1,700,612
 $
 2,056,404
 $
 1,643,157
 $
 1,806,289
 $
 4,417,093
 $
 15,445,872
 $
 21,481,204
 $
 Interest rate sensitive gap
 (7,486,548)
 4,950,232
 608,570
 1,003,130
 725,403
 5,011,111
 13,520,984
 (18,332,882)
 -
 Cumulative interest rate sensitive gap
 (7,486,548)
 (2,536,316)
 (1,927,746)
 (924,616)
 (199,213)
 4,811,898
 18,332,882
 -
 -
 Cumulative interest rate sensitive gap

 to earning assets
 (11.07)
 %
 (3.75)
 %
 (2.85)
 %
 (1.37)
 %
 (0.29)
 %
 7.12
 %
 27.12
 %
 -
 -
 Table 14, which presents the maturity distribution of earning assets, takes into consideration
prepayment assumptions.

 Table 14 - Maturity Distribution
of Earning Assets
 As of December 31, 2023
 Maturities
 After one year

After five years
 through five years
 through fifteen years
 After fifteen years
 One year
 Fixed

 Variable

 Fixed

 Variable

 Fixed

 Variable

or less
 Total
 Money market securities

 $
 $
 -
 $
 -
 $
 -

$

 -

$

 -

$

 -
 $
 Investment and trading

 8,533,897
 14,294,589
 9,289
 2,145,920
 3,431
 -
 -
 24,987,126
 Loans:

 5,385,197
 6,053,244
 4,051,003
 1,261,180
 846,607
 53,414
 59,152
 17,709,797

 566,180
 64,686
 314,445
 6,150
 7,819
 -
 -

 467,644
 1,235,563
 -
 28,602
 -
 -
 -

 1,851,329
 3,830,035
 290,048
 218,190
 696,132
 4,743
 77,691
 6,968,168

 573,661
 2,158,855
 149,757
 3,975,801
 70,677
 771,451
 7,700,218
 Subtotal loans

 8,844,011
 13,342,383
 4,805,253
 5,489,923
 1,621,235
 829,608
 136,859
 Total earning assets
 $
 24,376,779
 $
 27,636,972
 $
 4,814,542
 $
 7,635,843
 $
 1,624,666
 $
 829,608
 $
 136,859
 $
 67,055,269
 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.

 Trading

engages in
trading activities
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
its
 retail brokerage business,
and purchases and sales of U.S. Government and
government sponsored securities with the objective of
 realizing gains
from expected
short-term price
movements. BPPR's
trading activities consist
primarily of
holding U.S.
mortgage-backed securities
as
"trading" and
hedging
the
risk
with
"TBA"
(to-be-announced)
The
objective
is
to
derive
spread
from
the
and
not
to
from
short-term
 movements. In
addition, BPPR
uses forward
contracts or
TBAs to
hedge its
securitization pipeline.
Risks related
to variations
in
and market volatility
are hedged
with TBAs
that have
characteristics similar to
that of
the forecasted security
 conversion timeline.
 At December 31, 2023,
the Corporation held trading securities
with a fair value
of $32 million, representing approximately 0.05%
of
 the Corporation's total assets,
compared with $28 million and 0.04%, respectively, at December 31, 2022. As
shown in Table 15, the
principally
of
and
U.S.
Treasuries,
which
at
31,
2023
were
 investment grade securities.

 Table 15 - Trading
Portfolio

 Average Yield
 [1]
 Average Yield
 [1]

 $
 14,373
 5.69
 %
 $
 14,223
 5.79
 %
 4.29
 3.26
 Collateralized mortgage obligations
 5.21
 5.51
 Puerto Rico government obligations
 0.91
 0.45
 Interest-only strips

 12.00
 12.00
 Total

 $
 4.96
 %
 $
 4.63
 %
 [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
is
measured
by
the
5-day
net
value-at-risk
("VAR"),
with
a
confidence
level
of
99%.
The
VAR
the
 maximum estimated loss that may occur over a
5-day holding period, given a 99% probability.

trading portfolio
had a
5-day VAR
of approximately
$0.3 million
last week
in December
31, 2023.
There
 are numerous
assumptions and
estimates associated
with VAR
modeling, and
actual results
could differ
from these
 and estimates.
Backtesting is performed
to compare
actual results against
maximum estimated losses,
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 may
be
used by
as
part
of
its
overall interest
rate risk
management strategy
to
minimize significant
 unexpected
fluctuations
in
and
cash
flows
that
are
caused
by
rate
volatility.
Derivative
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
 is
reduced
by
from
counterparties
and
entering
into
netting
whenever
possible.
All
 outstanding derivatives are
recognized in the
Corporation's Consolidated Statements
of Condition at
their fair
value. Refer to
Note

 26 to
the Consolidated Financial
Statements for further
information on the
Corporation's involvement in
derivative instruments and
 hedging activities.

 Foreign Exchange
 The Corporation holds
an interest in
BHD Le n
Dominican Republic, which
is an investment
accounted for under
the equity
 method. The
Corporation's carrying value
equity interest in
BHD Le n
approximated $
225.9 million at
December 31, 2023.

 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 income (loss) in
the
of
except
for
highly-inflationary
environments
in
which
the
would
be
in
the
 consolidated statements
of
operations. At
Corporation had
65 million in
an unfavorable
 foreign currency translation
adjustment as part
of accumulated other
comprehensive income (loss),
compared with an
unfavorable
 adjustment of $ 57 million at December 31,
2022 and $ 67 million at December 31,
2021.

 The objective
of effective
liquidity management
is to
ensure that
has sufficient
liquidity to
meet all
 obligations, finance
expected future
growth,
fund
planned capital
distributions and
maintain a
reasonable safety
margin for
cash
 needs under
both normal
and stressed market
conditions. The Board
of Directors
is responsible
for establishing the
 tolerance for liquidity risk,
including approving relevant risk limits and
policies. The Board of
Directors has delegated the monitoring
 of
these risks
to
the Board's
Risk Management
Committee and
the Asset/Liability
Management Committee.
The management
of
risk,
on
a
and
day-to-day
is
the
responsibility
of
the
Division.
The
Treasurer
is
for
implementing
the
and
by
the
Board
of
and
for
the
on
an
ongoing
Also,
the
Division coordinates
 wide
strategies
and
with
the
reportable
segments,
oversees
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
pressured if,
for example,
it experiences
a sudden
and unexpected
substantial cash
outflow due
outflows,
whether due
to
a
loss
of confidence
by
depositors, or
other
reasons, including
exogenous events
such
as
the
 COVID-19 pandemic,
a downgrading
credit rating,
or some
other event
that causes
counterparties to
avoid exposure
 institution. Factors
Corporation does
not control,
such
economic outlook,
adverse ratings
principal markets,
 perceptions of the financial services industry and regulatory
changes, could also affect its ability to obtain
funding.

has adopted
policies and
limits to
monitor the
Corporation's liquidity
position and
that of
its banking
 Additionally, contingency funding
plans are used to
model various stress events
of different magnitudes and
affecting different time
 horizons that assist
management in evaluating
the size of
the liquidity buffers
needed if those
stress events
occur. However,
such
may
not
predict
accurately
how
the
and
might
react
to
every
event,
and
are
on
many
 assumptions.
 Deposits, including
customer deposits,
brokered deposits
and public
funds deposits,
be the
most significant
source of
 funds for
the Corporation,
90% of
and 91%

 The
ratio
of
total
ending
loans
to
was
55%
at
31,
2023
and
52%
at
31,
2022.
In
to
 traditional deposits, the Corporation maintains borrowing
arrangements, which amounted to approximately
$1.1 billion in outstanding
 balances at December 31, 2023 (December 31, 2022 - $1.4 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.

 The
sections
on
the
major
and
needs,
as
well
as
the
risks
 involved in these activities.
 Banking Subsidiaries

 Primary
sources of
banking subsidiaries
(BPPR and
PB
or,
collectively,
"the banking
subsidiaries")
retail,
and
sector
brokered
unpledged
loan
 securitization and, to a lesser extent, loan sales. In
addition, the Corporation maintains borrowing facilities with the FHLB and at the
 discount window
Bank of
(the "FRB")
and has
a considerable
collateral pledged
that
 can be used to raise funds under these facilities.

fourth quarter
of 2023
had no
material incremental
use of
its available
liquidity sources.
 31,2023,
the
to
$19.5
from
$17.0
on
31,
2022.
The
 sources of the Corporation at December 31,2023
are presented in Table 16:
 Table 16 - Liquidity Sources
 BPPR
 Total
 BPPR
 Total
 Unpledged securities and unused funding
 sources:
 Money market (excess funds at the
 Federal Reserve Bank)
 $
 5,516,636
 $
 1,475,143
 $
 6,991,779
 $
 5,240,100
 $
 367,966
 $
 5,608,066
 Unpledged securities
 4,212,480
 347,791
 4,560,271
 7,494,189
 326,599
 7,820,788
 FHLB borrowing capacity
 2,157,685
 1,341,329
 3,499,014
 1,389,579
 722,005
 2,111,584
 Discount window of the Federal Reserve
 Bank borrowing capacity
 2,605,674
 1,818,946
 4,424,620
 1,090,308
 329,385
 1,419,693
 Total available liquidity
 $
 14,492,475
 $
 4,983,209
 $
 19,475,684
 $
 15,214,176
 $
 1,745,955
 $
 16,960,131
 Refer
to
Note
to
the
for
of
the
 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
with
commitments,
provisions,
advances,
and
card
licensing
 agreements.

 The banking
subsidiaries maintain
sufficient funding
capacity to
address large
increases in
funding requirements
 outflows.
The
Corporation has
guidelines
that
the
to
have
to
 cover all short-term borrowings and a portion of deposits.

 The Corporation's ability to compete
successfully in the marketplace for
deposits, excluding brokered deposits, depends on various
 factors, including pricing, service, convenience
and financial stability as
reflected by operating results and
financial condition, credit
 ratings (by
nationally recognized credit
rating agencies), customer
confidence, and
importantly,
FDIC deposit
insurance coverage.
 Deposits at all of the Corporation's banking subsidiaries are federally insured
(subject to FDIC limits) and this is expected to mitigate
 the potential effect of the aforementioned risks.
 Deposits are
a key
source of
funding. Refer
to Table
8 for
a breakdown
of deposits
by major
types. Core
deposits are
generated
 from a large base of consumer,
corporate and public sector customers. Core deposits include certificate of
deposit under $250,000,
 all
interest-bearing
transactional
accounts,
non-interest
bearing
and
savings
deposits.
Core
exclude
 brokered deposits and certificates of
deposit over $250,000. Core deposits,
excluding P.R.
public funds that are
fully collateralized,
 have
historically
the
Corporation with
a
sizable
source
of
relatively stable
and
low-cost funds.
P.R.
public funds,
while
 linked to
market interest
rates, provide
a stable
source of
funding with
an attractive
earnings spread.
Core deposits
totaled $59.0
 billion, or
93% of
total deposits,
at
2023, compared
with $57.6
billion, or
94% of
total deposits,
31,
 2022. Core deposits financed 88% of the Corporation's earning assets at December 31, 2023, compared with 90% at December 31,
 2022.

 The distribution by maturity of certificates of deposit with denominations of $250,000 and over at December 31, 2023 is presented in
 the table that follows:

 Table 17 - Distribution by
Maturity of Certificates of Deposit of $250,000 and Over
 3 months or less
 $
 2,025,571
 Over 3 to 12 months
 630,145
 Over 1 year to 3 years
 225,165
 Over 3 years
 177,949
 Total
 $
 3,058,830
years ended
2022, average
deposits, including
brokered deposits,
represented
92% of
 earning assets. Table 18 summarizes average deposits for the past three years.

 Table 18 - Average
Total Deposits
 For the years ended December 31,
 2023
 2022
 Non-interest bearing demand deposits
 $
 15,307,152
 $
 16,093,704
 Savings accounts

 15,265,784
 16,242,457
 NOW, money market and other interest
bearing demand accounts
 24,208,570
 25,539,909
 Certificates of deposit
 7,764,974
 6,840,334
 47,239,328
 48,622,700
 Total average deposits
 $
 62,546,480
 $
 64,716,404
 The Corporation had
$1.7 billion in
brokered deposits at
which financed approximately
2% of its
 (December 31, 2022 -
$1.1 billion and 2%,
respectively).
In the event that
any of the Corporation's
banking subsidiaries' regulatory
ratios fall
below those
required by
a well-capitalized
institution or
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
effectively compete
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,
2023, total
 sector deposits were $18.1 billion,
compared to $15.8 billion at December 31, 2022. 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.
the
utilizes
fixed-rate
U.S.
debt
as
collateral.
While
these
 securities have
limited credit risk,
they are
market value
risk based on
the interest rate
environment.
When
rates
increase,
the
value
of
this
decreases
and
could
in
the
having
to
to
cover
the
same
of
liabilities.
This
could
unpledged
 available as liquidity sources to the Corporation.

 At December 31, 2023,
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
or
if
adequate financing
is
not
 available to accommodate future financing needs at acceptable interest rates. The
banking subsidiaries also are required to deposit
 cash or qualifying securities to meet margin requirements on repurchase
agreements and other collateralized borrowing facilities. To
 the extent that
the value of securities
previously pledged as collateral
declines because of market
changes, the Corporation will
be

deposit additional cash
or securities to
meet its
margin requirements, thereby
adversely affecting its
liquidity.
Finally,
if
is
to
rely
more
heavily
on
more
expensive
to
meet
its
growth,
may
not
 increase proportionately to cover costs. In this
case, profitability would be adversely affected.
monitors uninsured
deposits under
applicable FDIC
regulations.
monitors accounts
 with balances over $250,000.
While the Corporation has a
diverse deposit base from retail, commercial,
corporate and government
as
well
as
wholesale funding
sources such
as
brokered deposits,
it
in
excess
of
$250,000 to
risk.
Table
reflects
the
aggregate
in
in
excess
of
$250,000,
 collateralized public funds and deposits outside of the
U.S. and its territories.
Collateralized public funds, as presented in Table
19,
 represent public
deposit balances
from governmental
entities in
territories, including
 States Virgin Islands, that
are collateralized based on such
jurisdictions' applicable collateral requirements. On
December 31,2023,
 deposits with balances in excess of $250,000, excluding foreign deposits (mainly deposits in the British Virgin Islands) intercompany
 deposits and collateralized public funds, were $ 10.6 billion or
20% at BPPR and $ 2.6 billion or
23% at Popular U.S., compared to
 available liquidity sources of $ 14.5 billion at BPPR
and $ 5.0 billion at Popular U.S.
 Table 19 - Deposits
 31-Dec-23
 BPPR
 (Consolidated)
 Deposits balances under $250,000 [1]
 $
 23,683,475
 %
 $
 7,760,363
 %
 $
 31,443,838
 %
 Transactional deposits balances over
 $250,000
 8,632,491
 %
 2,230,978
 %
 10,863,469
 %
 Time deposits balances over $250,000
 1,926,005
 %
 361,315
 %
 2,287,320
 %
 Uninsured foreign deposits
 418,334
 %
 -
 -
 %
 418,334
 %
 Collateralized public funds
 18,313,612
 %
 291,670
 %
 18,605,282
 %
 Intercompany deposits
 159,163
 -
 %
 626,312
 %
 -
 -
 %
 $
 53,133,080
 %
 $
 11,270,638
 %
 $
 %
 [1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
 31-Dec-22
 BPPR
 (Consolidated)
 Deposits balances under $250,000 [1]
 $
 24,505,697
 %
 $
 5,231,417
 %
 $
 29,737,114
 %
 Transactional deposits balances over
 $250,000
 9,957,877
 %
 2,674,841
 %
 12,632,718
 %
 Time deposits balances over $250,000
 1,920,455
 %
 167,067
 %
 2,087,522
 %
 Uninsured foreign deposits
 425,855
 %
 -
 -
 %
 425,855
 %
 Collateralized public funds
 16,233,342
 %
 110,676
 %
 16,344,018
 %
 Intercompany deposits
 135,172
 -
 %
 482,167
 %
 -
 -
 %
 $
 53,178,398
 %
 $
 8,666,168
 %
 $
 %
 [1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
 Bank Holding Companies
 The principal
sources of
funding for
the BHCs,
which are
Inc.
(holding company
only) and
PNA, include
cash on
hand,
received from
and
non-banking subsidiaries,
asset sales,
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
 of those subsidiaries to act as a source of
funding to the BHCs.
 The
use
of
these
funds
the
repayment
of
debt,
and
to
holders
of
debt
and
junior
 subordinated
deferrable
(related
to
trust
securities),
the
of
to
stockholders,
 repurchases of the Corporation's securities and capitalizing its
banking subsidiaries.

 The
of
notes
payable
at
the
BHCs
to
$592
at
31,
2023
and
$497
at
 December 31, 2022.
 The contractual maturities of the BHCs notes payable
at December 31, 2023 are presented in
Table 20.
 Table 20
- Distribution of BHC's Notes Payable by Contractual
Maturity
 Year
 2028
 $
 393,937
 Later years
 198,346
 Total
 $
 592,283
 As
the BHCs
had cash
and money
markets investments
totaling $388
million and
borrowing potential
of
 $222 million from its secured facility with BPPR.
The BHCs'
liquidity position continues to be adequate with sufficient cash
on hand,
 investments and other sources
of liquidity which are
expected to be enough
to meet all
interest payments and
dividend obligations
 during the foreseeable future. On March 13,
2023, the Corporation issued $400 million aggregate principal amount
of 7.25% Senior
 Notes due
2028 (the
"Notes") in
an underwritten
public offering.
used a
portion of
the net
proceeds of
the 2028
 Notes to
redeem,
on August
14, 2023,
the outstanding
$300 million
aggregate principal
its outstanding
6.125% Senior
 Notes
which
were
due
on
September
2023.
the
latest
dividend
was
$0.62
per
share
or
 approximately $45 million per quarter.
 The BHCs have in
the past borrowed in the
corporate debt market primarily to finance
their non-banking subsidiaries and refinance
 debt obligations. These
sources of funding
are more costly
due to the
fact that two
out of the
three principal credit
rating agencies
 rate the Corporation below "investment grade", which
affects the Corporation's cost and
ability to raise funds in
the capital markets.
 Factors that the Corporation
does not control, such
as the economic outlook,
interest rate volatility,
inflation, disruptions in the
debt
 market, among others,
could also affect
its ability to
obtain funding. The
Corporation has an
automatic shelf registration
statement
 filed and effective
with the Securities and Exchange
Commission, which permits the Corporation
to issue an
unspecified amount of
 debt or equity securities.
 Non-Banking Subsidiaries
 The
of
for
the
non-banking
internally
generated
cash
flows
from
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.

 Dividends
the
year
ended
31,
2023,
the
declared
cash
of
$2.27
per
share
 ($163.7 million in the aggregate). The
dividends for the Corporation's Series
A preferred stock amounted to $1.4
million. During the
BHCs received
dividends amounting
to $200
million from
BPPR, $50
million from
PNA, $14
 million from PIBI
and $8
million from its
non-banking subsidiaries. In
addition, during the
year ended December
31, 2023, Popular
 International Bank Inc.,
wholly owned subsidiary of
Popular, Inc.,
received $14.1 million in
cash dividends and
$2.1 million in
stock
 dividends from its investment in BHD.
Dividends from BPPR constitute Popular, Inc.'s primary source of liquidity.

 Other Funding Sources and Capital
 In addition to cash
reserves held at the
FRB that totaled $7.0 billion
at December 31,2023,
the debt securities portfolio provides
an
source
of
liquidity,
which
may
be
realized
either
sales,
borrowings
or
 agreements.
The
debt
of
liquid
U.S.
debt
U.S.

debt
U.S.
and
U.S.
that
can
be
used
to
raise
funds
in
the
repo
markets.
The
 availability
of
the
would
be
to
having
unpledged
at
the
time
the
 transactions are
to be
consummated, in
addition to
overall liquidity and
risk appetite
various counterparties. In
2023, BPPR
 became
an
counterparty
in
the
Reserve's
Standing
Repo
Facility.
This
allows
counterparties
to
 participate in
daily
auctions with
the Standing
Repo Facility
for up
to
$500
aggregate of
overnight financing
using
U.S.
 Treasuries and
Agency MBS as
collateral. The Corporation's
unpledged debt securities
amounted to $
4.6 billion at
$ 7.8
billion at December
31, 2022. A
substantial portion of
these debt securities
could be used
to raise
financing in the
 U.S.
money markets
or from
secured lending
sources,
to
in
their
fair market
value and
customary
 (haircuts).

 Additional liquidity may
be provided through
loan maturities, prepayments
and sales. The
loan portfolio can
also be used
to obtain
 funding in the capital markets. In particular,
mortgage loans and some types of consumer loans, have
secondary markets which the
 Corporation could use.
 Off-Balance Sheet arrangements and other commitments
 In the ordinary course
of business, the Corporation
engages in financial transactions that
are not recorded on
the balance sheet or
 may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a
 provider of
financial services,
routinely enters
into commitments
with off-balance
sheet risk
to meet
 needs of
its customers. These
commitments may include
loan commitments and
standby letters of
credit. These commitments
are
to
the
same
and
used
for
on-balance
sheet
instruments.
These
involve,
to
 varying degrees, elements
of credit and
interest rate risk
in excess of
the amount recognized
in the statement
of financial position.
Note 24
Statements for
commitments to
extent credit
and
 other non-credit commitments.

 Other types
of off-balance
sheet arrangements
Corporation enters
ordinary course
of business
include derivatives,
and
of
guarantees,
indemnifications,
and
representation
and
warranties.
Refer
to
Note
to
the
 Consolidated Financial Statements for information on operating leases and
to Note 23 to the
Consolidated Financial Statements for
 a
discussion
to
the
under
and
representation
and
warranties
 arrangements.

 The Corporation monitors its cash requirements, including
its contractual obligations and debt commitments.

 FDIC Special Assessments

 On
16,
2023,
the
("FDIC")
a
final
rule
that
a
 assessment (the "FDIC
Special Assessment") to
recover the losses
to the deposit
insurance fund ("DIF")
resulting from the
 use,
in
March
2023,
of
the
systemic
risk
exception
to
the
least-cost resolution
test
under
the
Act
in
 connection with the receiverships of several failed banks.
 Under the final rule, the assessment base for
the special assessment is equal to an insured depository institution's
("IDI") estimated
 uninsured deposits,
as reported
IDI's
2022 Call
Report, excluding
the first
$5 billion
in estimated
uninsured
 deposits. For a holding company that has more than one IDI subsidiary, such as Popular, the $5 billion exclusion is allocated among
 the company's IDI
subsidiaries in proportion to
each IDI's estimated
uninsured deposits. The special
assessments will be collected
 at an annual
rate of approximately 13.4
basis points per year
(3.35 basis points per
quarter) over eight quarters
in 2024 and
2025,
 with
the
first
beginning
1,
2024.
In
their
31,
2022
Call
Reports,
BPPR
and
PB
 estimated uninsured deposits of
approximately $28.1 billion, including $16.2
billion in fully
collateralized public sector deposits,
and
 $3.5 billion,
recorded an
expense of
$71.4 million,
$45.3 million
tax,
fourth quarter
of
 2023, representing the full amount of the assessment.
 By statute, the FDIC is required to recover the loss
arising from the use of a systemic risk determination
through one or more special
 assessments. As of
the FDIC's
loss estimate described
final rule
had increased by
approximately $4.1
 billion to $20.4 billion, or
approximately 25%.
The exact amount of losses will
be determined when the FDIC terminates the
 receiverships considered
final rule.
the special
assessment amount
and collection
period may
change as
the
loss is
periodically adjusted
or
if the
total
amount collected
varies. If
the most
recent increase

 remains unchanged
and is
assessed in
manner,
the
Corporation estimates
incremental expense
FDIC
 Special Assessment could be approximately $18
 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
wholly-owned subsidiaries:
Equity One,
Inc.
and PB,
 PB's wholly-owned subsidiaries Popular Equipment Finance,
LLC, Popular Insurance Agency, U.S.A., and E-LOAN, Inc.
 PNA
has
junior
subordinated
debentures
guaranteed
by
PIHC
(together
with
PNA,
the
"obligor
group")
by
 statutory trusts
established by
the Corporation.
These debentures
were purchased
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
by
PNA.
PIHC's
to
make
a
 guarantee payment may be satisfied by direct
payment of the required amounts to the
holders of the applicable capital securities or
 by causing the applicable trust to pay such amounts to such holders. Each guarantee does not apply to any payment of distributions
 by
the
trust
except
to
the
such
trust
has
funds
for
such
payments.
If
PIHC
does
not
make
 payments on the
debentures held by such
trust, such trust
will not pay
distributions on the applicable
capital securities and
will not
 have
funds
for
such
payments.
PIHC's
of
PNA's
junior
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
and
not
of
collection,
which means
that
the
guaranteed party
may
sue
the
guarantor to
enforce its
 respective guarantee without suing any other person
or entity.
 The
of
for
PIHC
and
PNA
have
from
their
and
non-banking
 subsidiaries, asset
sales and
proceeds from
the issuance
of debt
and equity.
As further
described below,
Risk to
 section, various statutory
provisions limit the
amount of dividends
an insured depository
institution may pay
to its holding
 without regulatory approval.

 The
summarized
the
of
the
group,
on
a
combined
basis
at
31,
2023
and
31,
2022,
and
the
of
their
for
the
years
ended
31,
2023
and
 December 31, 2022. Investments in and equity in the earnings from the other subsidiaries and affiliates that
are not members of the
 obligor group have been excluded.
 The
summarized
of
the
group
is
on
a
combined
basis
with
intercompany
balances
and
in
the
group
eliminated.
The
group's
due
from,
due
to
and
 transactions with
subsidiaries and
affiliates
presented in
separate line
items, if
they are
material.
In
addition, related
 parties transactions are presented separately.

 Table 21 - Summarized Statement
of Condition
 Cash and money market investments
 $
 388,025
 $
 203,083
 Investment securities
 29,973
 24,815
 Accounts receivables from non-obligor subsidiaries
 14,469
 16,853
 Other loans (net of allowance for credit losses of $51 (2022
- $370))
 26,906
 27,826
 Investment in equity method investees
 5,265
 5,350
 51,315
 45,278
 $
 515,953
 $
 323,205
 Liabilities and Stockholders' deficit
 Accounts payable to non-obligor subsidiaries
 $
 7,023
 $
 3,709
 592,283
 497,428
 114,660
 112,847
 Stockholders' deficit
 (198,013)
 (290,779)
 Total liabilities and
stockholders' deficit
 $
 515,953
 $
 323,205
 Table 22 - Summarized Statement
of Operations
 For the years ended
 Income:
 Dividends from non-obligor subsidiaries
 $
 208,000
 $
 458,000
 Interest income from non-obligor subsidiaries and affiliates
 15,579
 (Losses) earnings from investments in equity method investees
 (84)
 15,688
 4,664
 145,295
 Total income
 $
 228,159
 $
 619,688
 Expenses:
 Services provided by non-obligor subsidiaries and affiliates
(net of
 reimbursement by subsidiaries for services provided by parent
of
 $215,479 (2022 - $222,935))
 $
 13,513
 $
 18,467
 34,978
 23,607
 Total expenses
 $
 48,491
 $
 42,074
 $
 179,668
 $
 577,614
 During the year ended December 31, 2023,
the obligor group recorded in aggregate
$64.0 million of dividend distributions
 from non-obligor subsidiaries which were
recorded as a reduction to
the investment (2022 - $72.0
million). During the year
 ended December 31, 2022, the Obligor group recorded
$1.5 million of distributions from its direct equity
method investees.
 In addition, during the year ended December 31, 2022,
the Obligor group recorded $228.1 million in
proceeds from the sale
 of two of its direct equity method investees.

 Risks to Liquidity
 Total lines of credit outstanding, or available borrowing capacity under lines of credit are not necessarily
a measure of the total credit
on
a
Some
of
these
lines
could
be
to
to
the
value
of
the
 collateral, standards of
creditworthiness, leverage ratios
and other regulatory
requirements, among other factors.
Derivatives, such
 as
those
embedded
in
or
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
Corporation could be
 and result
in higher
credit costs.
the Geographic
and Government
Risk section
of this
MD&A for
some highlights
 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
its
obtain funding.
In
prepare for
the
possibility of
such scenario,
has
 adopted
contingency
plans
for
raising
financing
under
stress
when
important
of
funds
that
are
usually
fully
are
temporarily
unavailable. These
plans call
for
using
alternate
mechanisms,
such
as
the
pledging
of
 asset classes
and accessing
secured credit
lines and
loan facilities
put in
place with
the FHLB
FRB. The
Corporation is
positive tangible
requirements to
utilize secured
loan facilities
FHLB that
could
a limitation
of
 borrowing amounts or maturity terms, even if the Corporation
exceeds well-capitalized regulatory capital levels.

 The credit
ratings of
Popular's debt
obligations are
a relevant
factor for
liquidity because
they impact
 borrow
in
the
its
cost
and
to
sources.
ratings
are
based
on
the
strength,
 quality and
concentrations in
the loan
portfolio, the
level and
volatility of
earnings, capital
adequacy,
the quality
of management,
 geographic concentration
Rico, the
liquidity of
the balance
sheet, the
availability of
base of
core retail
and
 commercial deposits, and the Corporation's ability to access
a broad array of wholesale funding sources,
among other factors.

provisions
limit
the
of
an
may
pay
to
its
 company without
regulatory approval. A
member bank must
obtain the
approval of
Reserve Board
for any
dividend, if
 the total
of all
dividends declared
member bank
calendar year
would exceed
the total
for that
 year,
combined with
its retained
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, 2023, BPPR
 declared cash dividends of $200 million. At December 31, 2023, BPPR can declare a dividend of approximately $387 million without
 prior approval of the Federal Reserve Board due to its retained
income, declared dividend activity and transfers
to statutory reserves
 over
the
measurement
period.
In
a
member
bank
may
not
declare
or
pay
a
dividend
in
an
greater
than
its
 undivided
profits
as
in
its
Report
of
Condition
and
Income,
unless
the
member
bank
has
the
of
the
Board.
A
member
bank
also
may
not
permit
any
of
its
permanent
to
be
withdrawn
unless
the
 withdrawal
has
been
by
the
Board.
Pursuant
to
these
PB
may
not
declare
or
pay
a
 dividend without
the prior
approval of
Reserve Board
NYSDFS. The
a bank
subsidiary to
up-stream
 dividends to its BHC could
thus be impacted by
its financial performance and capital, including
tangible and regulatory capital, thus
 potentially limiting
of cash
moving up
BHCs from
the banking
subsidiaries. This
could, in
turn, affect
the BHCs
 ability to declare dividends on its outstanding common and preferred stock, repurchase its securities or meet its debt obligations, for
 example.

 The Corporation's banking subsidiaries have historically not
used unsecured capital market borrowings to finance
its operations, and
 therefore are less sensitive to the level and
changes in the Corporation's overall credit ratings.
 Obligations Subject to Rating Triggers or Collateral Requirements
 The
do
not
issue
unsecured
debt,
as
these
are
funded
 primarily with
deposits and
secured borrowings.
The banking
subsidiaries had
$7.8 million
in deposits
that
 are subject to rating triggers.

 In addition,
certain mortgage servicing
and custodial agreements
that BPPR
has with
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
securing
the
obligations.
Also,
as
in
Note
to
the
Statements,
the
loans
to
provisions.

 Certain
the
to
post
to
secure
such
if
the
ratings
are
not
maintained.
Collateral
pledged
by
the
to
secure
to
$27.1
at
31,
2023.
The
could
be
to
post
under
the
 agreements.
expects
that
it
would
be
able
to
meet
if
and
when
needed.
The
to
post
collateral under
agreements or
the
loss
of
escrow deposits
could
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 37 to the Consolidated Financial Statements.
 Commonwealth of Puerto Rico
 A
significant portion
of
our financial
activities and
exposure is
concentrated in
the
Commonwealth of
("Puerto
 Rico"), which has faced severe economic and fiscal
challenges in the past and may face additional
challenges in the future.

 Economic Performance.

Rico's
economy suffered
a
severe and
prolonged recession
from
2007
to
2017,
with real
gross national
product ("GNP")
 contracting approximately 15%
during this
period. In 2017,
Hurricane Mar a caused
significant damage and
destruction across the
 island, resulting in further economic contraction. Puerto Rico's
economy has been gradually recovering since 2018, in
part aided by
 the large amount
of federal disaster
relief and recovery
assistance funds injected
into the Puerto
Rico economy in
 Hurricane Mar a
recent natural
disasters. This
growth was
interrupted by
the economic
shock caused
COVID-19
 pandemic in 2020, but has since resumed, in part
aided by additional federal assistance from
pandemic-related stimulus measures.
 The
latest
Rico
Economic Activity
Index,
published
by
the
Economic
Development Bank
for
Rico
(the
"Economic
 Activity
Index"),
a
5.9%
year-over-year
and
a
0.2%
month-over-month
in
2023.
The
 Economic Activity Index is a coincident indicator of ongoing economic activity but not
a direct measurement of real GNP. The Puerto
 Rico Planning Board estimates
that Puerto Rico's
real GNP grew 0.8%
during fiscal year 2023
(July 2022-June 2023) and
projects
 1.8% real GNP growth for fiscal year 2024 (July
2023-June-2024).
 While the
economy has
not directly
tracked the
economy in
recent years,
many of
the external
 that impact
Rico economy
are affected
policies and performance
economy.
These external
 factors include
the level
of interest
rates and
the rate
of inflation.
Inflation in
the United
States, as
measured by the
Price
(published
by
the
U.S.
Bureau
of
Labor
Statistics),
3.4%
the
12-month
ended
 December 2023.
Inflation in Puerto Rico,
as measured by the
Puerto Rico Consumer Price
Index (published by the
Department of
 Labor
and
Human
Resources
of
Rico),
2.0%
the
12-month
ended
2023.
The
rate
of
 inflation
gradually
from
a
mid-2022
peak,
as
the
implemented
a
series
of
benchmark
rate
 increases.

 Fiscal Challenges.

 As the
economy contracted, the
government's public
debt rose
rapidly,
in part
from borrowing to
cover deficits
to pay
 debt service,
pension benefits and
other government expenditures.
By 2016,
Rico government had
over $120
 combined debt and unfunded pension liabilities, had
lost access to the capital markets, and was in
the midst of a fiscal crisis.
Rico's
escalating fiscal
and economic
challenges
and imminent
widespread defaults
in
its
public debt
prompted the
U.S.
 Congress to
enact the
Oversight, Management,
and Economic
Stability Act
("PROMESA") in
June 2016.
PROMESA
 created the "Oversight Board" with ample powers over Puerto Rico's fiscal and economic affairs and those of its public corporations,
 instrumentalities and municipalities (collectively,
"PR Government Entities"). Pursuant
to PROMESA, the
Oversight Board will be
in

 place
until
is
restored
and
balanced
budgets
are
produced
for
at
least
four
consecutive
PROMESA
also
 established two
mechanisms for
the restructuring
obligations of
PR Government
Entities: (a)
Title III,
which provides
an in-
 court process that incorporates many of the
powers and provisions of the U.S. Bankruptcy Code
and permits adjustment of a broad
 range of obligations, and
(b) Title VI,
which provides for a
largely out-of-court process through which
modifications to financial debt
 can be accepted by a supermajority of creditors
and bind holdouts.
 Since 2017, Puerto Rico and several
of its instrumentalities have availed themselves
of the debt restructuring mechanisms of Titles
 III and VI of PROMESA. The Puerto Rico government emerged from Title III of PROMESA in March 2022. Several instrumentalities,
Development
Bank
for
Rico,
the
Rico
Sales
Tax
Corporation,
the
Rico
 Highways
and
Transportation
Authority,
and
the
Rico
Industrial
Development
Company,
have
also
completed
debt
 restructurings
under
Titles
III
or
VI
of
PROMESA.
While
the
majority
of
the
debt
has
already
been
restructured,
some
PR
Entities
still
face
challenges.
For
example,
the
Rico
Electric
Power
Authority
is
still
in
the
 process of restructuring its debts under Title III of PROMESA.
 Municipalities.

 Puerto Rico's fiscal and economic challenges have
also adversely impacted its municipalities. Budgetary subsidies to municipalities
 have
gradually declined
in recent
years
and
were scheduled
to
be ultimately
eliminated by
fiscal year
2025
as
part
 measures required
by
the Oversight
Board. However,
over the
past
years, the
Oversight Board
has
authorized and
funded
new
 appropriations
and
to
the
decline
in
intergovernmental
transfers
to
municipalities.
Beyond
those
of
 alternate funding, municipalities have
also received significant federal
disaster and COVID-relief funding in
recent years. According
latest Puerto
Rico fiscal
plan certified
Oversight Board,
taken together,
the funding
municipalities in
the
 near-term is substantial. The fiscal
plan notes, however, that
the desired progress to achieve
fiscal discipline and implement critical
 reforms has not been achieved,
and that municipalities must work with
the Executive branch to analyze
the financial needs of
each
 individual municipality and focus on the necessary enhancements in municipal shared services
and other municipal and government
 initiatives. Pursuant to
the fiscal plan,
once the transformational measures
and milestones related to
these initiatives are
achieved,
 additional funding from the central government may be
made available to municipalities to improve fiscal
sustainability.
 Municipalities
are
to
PROMESA
and,
at
the
Board's
request,
are
to
submit
plans
and
 budgets
to
the
Board
for
its
and
approval.
They
are
also
seek
Board
to
issue,
or
their
debts
and
to
enter
into
with an
aggregate
value
of
$10
or
more.
With
the
 Board's approval, municipalities are also eligible to avail themselves of the debt restructuring processes provided by PROMESA. To
 date, however, no municipality has been subject to any such debt
restructuring process.
 Exposure of the Corporation

 The credit
quality of BPPR's
loan portfolio
reflects, among other
things, the
general economic conditions
Rico and
other
 adverse conditions affecting Puerto
Rico consumers and businesses.
Deterioration in the Puerto
Rico economy has resulted
 past, and could
result in the future,
in higher delinquencies, greater
charge-offs and increased losses,
which could materially affect
 our financial condition and results of operations.

 At
Corporation's direct
PR Government
Entities totaled
$362
million, of
which $333
 were
outstanding,
to
$374
at
31,
2022,
of
which
$327
were
outstanding.
A
deterioration
in
 Puerto Rico's fiscal
and economic situation could adversely
affect the value of
our Puerto Rico government
obligations, resulting in
 losses to us. Of
the amount outstanding, $314 million
consists of loans and
$19 million are securities ($302
million and $25 million,
31, 2022).
All of
direct exposure
outstanding at
2023 were
 from various
municipalities. In
most cases,
these were
"general obligations"
of a
municipality,
to which
the applicable
has
pledged its
good
faith, credit
and unlimited
taxing power,
or
"special obligations"
of
a municipality,
to
has
pledged basic
property tax
or
sales
tax
revenues. At
2023,
76%
of
the
municipal loans
and securities
was concentrated
municipalities of
San Juan,
Guaynabo, Carolina
and Caguas.
 For
discussion
of
the
to
the
Rico
and
its
and
 municipalities, refer to Note 24 – Commitments and
Contingencies to the Consolidated Financial
Statements.

 In
at
31,
2023,
the
had
$238
in
loans
or
by
Rico
 governmental entities,
but for
principal source
of repayment
is non-governmental
($251 million at
December 31, 2022).
 These
$191
in
loans
insured by
the
Rico
Housing
Finance Authority
("HFA"),
a PR

Entity
31,
2022
-
$209 million).
These
loans
are
by
first
mortgages
on
Rico
 residential properties
HFA insurance
covers losses
event of
a borrower
default and
upon the
satisfaction of
 other conditions. The Corporation also had at December
31, 2023, $40 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
other
31,
2022
-
$42
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
loans, HFA's
honor its
insurance will
depend, among
 other factors,
of HFA
time such
obligations become
due and
payable. The
Corporation does
not
 consider the government guarantee when estimating
the credit losses associated with this portfolio.

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 a deterioration in the fiscal and
 situation
of
PR
Entities.
Similarly,
and
loan
loans
to
and
retirees,
which
could
also
be
by
measures,
such
as
layoffs
or
furloughs
or
 reductions in pension benefits, if the fiscal and economic
situation deteriorates.
 As
of
31,
2023,
BPPR
had
$18.1
in
from
the
Rico
government,
its
instrumentalities,
and
 municipalities. The rate at
which public deposit balances may
decline is uncertain and
difficult to predict. The
amount and timing of
 any such
reduction is
likely to
be impacted
by,
for example,
the speed
at which
federal assistance
is distributed
 condition, liquidity
and cash
management practices of
such entities,
as on
the ability
of BPPR
to maintain
these customer
 relationships.
 The
Corporation may
also have
exposure with
regards to
avoidance and
other causes
of
action initiated
 Board on behalf of the Commonwealth or other Title III debtors. For additional information regarding such exposure, refer to Note 24
 to the Consolidated Financial Statements.
 United States Virgin Islands
 The
has
in
the
(the
"USVI")
and
has
to
USVI
 entities.
 The USVI has
been experiencing a
number of fiscal
and economic challenges,
which could adversely
affect the
ability of its
 corporations and instrumentalities to service their outstanding
debt obligations. PROMESA does not apply to the USVI
and, as such,
 there
is
no
legislation
permitting
the
restructuring
of
the
debts
of
the
USVI
and
its
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.
had approximately $28
direct exposure to
USVI government
entities (December
 31, 2022 - $28 million).

 British Virgin Islands
 The
Corporation has
in
the
British Virgin
("BVI"),
which
was
affected by
the
COVID-19
pandemic,
 particularly as
a reduction
tourism activity
which accounts
for a
significant portion
economy.
Although the
 has
no
to
a
in
the
BVI,
at
31,
2023,
it
has
a
loan
amounting
to
$205
comprised
of
retail
and
to
a
loan
of
$214
at
 December 31, 2022.
 U.S. Government
 As further detailed in Notes
6 and 7 to the
Consolidated Financial Statements, a substantial portion of the
Corporation's investment
represented exposure
to
the
U.S.
Government in
the
form
of
U.S. Government
sponsored entities,
as
well
as
 mortgage-backed and U.S. Treasury securities. In addition, $1.9 billion of residential mortgages, $9.2 million of SBA loans under the
 Paycheck Protection Program ("PPP") and $80 million
commercial loans were insured or guaranteed by
the U.S. Government or its
 agencies at December 31, 2023 (compared
to $1.6 billion, $38 million and $72 million,
respectively, at December 31, 2022).

 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 23.
 During 2023,
continued to
reflect credit
quality normalization.
Non-performing loans
("NPLs") and
net charge
offs
 ("NCOs")
below
pre-pandemic
averages.
portfolios,
 deterioration,
particularly
the
loans
and
cards
portfolios,
with
delinquencies
and
NCOs
near
or
exceeding
pre-
 pandemic levels. The auto loans
portfolio also showed credit normalization, however,
metrics remained below pre-pandemic levels.
 The commercial and mortgage portfolios continue
to operate with historically low
levels of NCOs and NPLs.
We continue to closely
 monitor
in
the
and
on
given
rates
and
inflationary
 pressures.
management believes
that
the
improvements over
recent years
in
practices and
the
risk
 profile of the Corporation's loan portfolios position Popular
to continue to operate successfully under the
current environment.
 Total
NPAs
by
$91
when
with
31,
2022.
Total
non-performing
loans
 ("NPLs")
by
$82
from
31,
2022.
NPLs
by
$73
by
lower
NPLs
by
$67
U.S.
NPLs
by
$9
from
31,
2022,
by
lower
 mortgage NPLs.
At December 31, 2023, the ratio of NPLs
to total loans held-in-portfolio was 1.0% compared to
1.4%, at December
 31, 2022. Other
real estate owned
loans ("OREOs") decreased by
$9 million. At
NPLs secured by
$231 million
operations and
$24 million
in Popular
U.S. These
figures were
$303 million
and $33
 million, respectively, at December 31, 2022.
 The
Corporation's commercial
loan portfolio
secured by
("CRE") amounted
to
$10.6 billion
at
2023, of
 which
$3.1
was
with
owner
properties,
with
$9.9
and
$3.1
billion,
at
 December 31, 2022. CRE NPLs amounted to
$48 million at December 31, 2023, compared
with $54 million at December 31,
2022.
 The
CRE
NPL
ratios
for
the
BPPR
and
U.S.
segments
were
0.86%
and
0.13%,
at
31,
2023,
 compared with 1.04% and 0.12%, respectively, at December 31, 2022.
 In addition to the NPLs included in Table 23, at December 31, 2023, there were $510 million of performing loans, mostly commercial
 loans, which in management's opinion, are currently subject to potential future classification as non-performing (December 31, 2022
 - $374 million).
2023, total
inflows of
NPLs held-in-portfolio,
excluding consumer
loans, remained
flat at
$213
 million, when compared to the inflows for the same period in 2022. Inflows of NPLs held-in-portfolio at the BPPR segment increased
 by $22
million compared
same period
in 2022,
higher commercial
and construction
inflows by
$25 million
and $9
in
part
by
lower
inflows
by
$12
Commercial increase
incudes
an
$18
inflow
fourth quarter of
2023. Inflows of
NPLs held-in-portfolio at
the Popular U.S.
segment decreased by
$21 million from
the
 same period in 2022, mainly driven by lower
commercial inflows.

 Table 23 - Non-Performing
 BPPR
 BPPR
 Non-accrual loans:
 $
 1,991
 $
 -
 $
 1,991
 $
 $
 -
 $
 Commercial real estate non-owner
 8,745
 1,117
 9,862
 23,662
 1,454
 25,116
 29,430
 6,274
 35,704
 23,990
 5,095
 29,085

 32,826
 3,772
 36,598
 34,277
 4,319
 38,596

 72,992
 11,163
 84,155
 82,171
 10,868
 93,039
 6,378
 -
 6,378
 -
 -
 -
 8,632
 -
 8,632
 5,941
 -
 5,941
 175,106
 11,191
 186,297
 242,391
 20,488
 262,879

 -
 3,733
 3,733
 -
 4,110
 4,110

 19,031
 2,805
 21,836
 18,082
 1,958
 20,040

Auto
 -
 -

Other Consumer

 12,446
 12,454

 65,610
 6,539
 72,149
 71,506
 6,076
 77,582
 Total non-performing
loans held-in-portfolio
 328,718
 28,893
 357,611
 402,009
 37,432
 439,441
 Other real estate owned ("OREO")
 80,176
 80,416
 88,773
 Total non-performing
 [1]
 $
 408,894
 $
 29,133
 $
 438,027
 $
 490,782
 $
 37,785
 $
 528,567
 Accruing loans past due 90 days or more
 [2]
 $
 268,362
 $
 $
 268,471
 $
 351,248
 $
 $
 351,614
 Non-performing loans
to loans held-in-

 1.02
 %
 %
 1.37
 Interest Lost

 18,697
 27,920
 [1] There were no non-performing loans held-for-sale
as of December 31, 2023 and December 31, 2022.
 [2] It is the Corporation's policy to report delinquent
residential mortgage loans insured by FHA or guaranteed
by the VA as accruing
loans past due 90
 days or
more as
opposed to
non-performing since
the principal
repayment is
insured.
These balances
include $106
 loans insured
by FHA
or guaranteed
VA
no longer
accruing interest
as of
2023 (December
- $190
at
the
had
$38
in
reverse
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, 2022 - $42 million).

 Table 24 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
 BPPR
 Beginning balance
- NPLs
 $
 324,562
 $
 31,356
 $
 355,918
 Plus:
 180,426
 31,484
 211,910
 -
 Less:
 (36,684)
 (58)
 (36,742)
 (10,128)
 (4,837)
 (14,965)
 (203,700)
 (36,272)
 (239,972)
 $
 254,476
 $
 22,354
 $
 276,830
 Table 25 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
 BPPR
 $
 454,419
 $
 27,501
 $
 481,920
 Plus:
 158,128
 50,754
 208,882
 -
 2,825
 2,825
 Less:
 (38,580)
 (85)
 (38,665)
 (7,413)
 (9,062)
 (16,475)
 (241,992)
 (40,577)
 (282,569)
 Ending balance -
NPLs
 $
 324,562
 $
 31,356
 $
 355,918

 Table 26 - Activity in Non
-Performing Commercial Loans Held-In-Portfolio
 BPPR
 $82,171
 $10,868
 $93,039
 Plus:
 44,542
 15,533
 60,075
 -
 Less:
 (5,930)
 -
 (5,930)
 (7,664)
 (4,837)
 (12,501)
 (40,127)
 (10,951)
 (51,078)
 $72,992
 $11,163
 $84,155
 Table 27 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
 BPPR
 $120,047
 5,532
 $125,579
 Plus:
 19,476
 33,861
 53,337
 -
 2,525
 2,525
 Less:
 (4,763)
 -
 (4,763)
 (5,872)
 (8,935)
 (14,807)
 (46,717)
 (22,115)
 (68,832)
 $82,171
 $10,868
 $93,039
 Table 28
-
Activity in Non-Performing Construction Loans Held-In
-Portfolio
 BPPR
 $-
 $-
 $-
 9,284
 -
 9,284
 Less:
 (2,537)
 -
 (2,537)
 (369)
 -
 (369)
 $6,378
 $-
 $6,378

 Table 29 -
Activity in Non-Performing Construction Loans Held-in
-Portfolio
 BPPR
 $485
 $-
 $485
 Less:
 (485)
 -
 (485)
 $-
 $-
 $-
 Table 30 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
 For the year ended December 31,
2023
 BPPR
 $242,391
 $20,488
 $262,879
 Plus:
 126,600
 15,951
 142,551
 -
 Less:
 (30,754)
 (58)
 (30,812)
 -
 (163,204)
 (25,321)
 (188,525)
 $175,106
 $11,191
 $186,297
 Table 31 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
 For the year ended December 31,
2022
 BPPR
 $333,887
 $21,969
 $355,856
 Plus:
 138,652
 16,893
 155,545
 -
 Less:
 (33,817)
 (85)
 (33,902)
 (1,541)
 (127)
 (1,668)
 (194,790)
 (18,462)
 (213,252)
 $242,391
 $20,488
 $262,879

 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
category
at
31,
2023
and
2022,
are
 below.
 Table 32 - Loan Delinquencies
 2023
 2022
 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

 $
 13,657
 $
 0.57
 %
 $
 2,844
 $
 0.12
 %
 Commercial real estate
 non-owner occupied
 17,051
 0.34
 26,969
 0.60
 Commercial real estate
 69,239
 2.25
 30,059
 0.98
 58,953
 0.83
 59,604
 1.02

 158,900
 17,709,797
 0.90
 119,476
 15,739,132
 0.76

 6,378
 0.66
 -
 -
 35,491
 2.05
 21,487
 1.36
 [1]
 859,537
 11.17
 937,253
 12.67

 46,436
 4.09
 24,065
 2.31
 5,465
 8.29
 4,684
 6.51

 59,682
 3.07
 45,299
 2.48
 Auto

 173,119
 4.73
 129,089
 3.68
 Other
 3,063
 1.91
 13,264
 8.99

 287,765
 6,968,168
 4.13
 216,401
 6,597,443
 3.28
 Loans held-for-sale
 -
 4,301
 -
 -
 5,381
 -
 Total

 $
 1,348,071
 $
 3.84
 %
 $
 1,294,617
 $
 32,083,150
 4.04
 %
 [1]
Loans delinquent 30 days or more includes $0.5 billion
of residential mortgage loans insured by FHA or guaranteed
by the VA as of December
 31, 2023 (December 31, 2022 - $0.5 billion). Refer to Note
8 to the Consolidated Financial Statements for additional information
of guaranteed loans.
 Allowance for Credit Losses ("ACL")
 The
for
("ACL"),
represents
of
the
 contractual life
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
loans modified
for borrowers
with financial
difficulties
 separately
from
the
remainder
of
the
loan
portfolio.
The
the
of
the
ACL
on
a
In
this
evaluation,
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
used
to
calculate
lifetime
in
 accounting standards and loan impairment measurements,
among others. Changes in the financial condition
of individual borrowers,
 in economic
conditions, and
condition of
the various
markets in
which collateral
sold, may
also affect
the required
the allowance
losses. Consequently,
the business
financial condition,
liquidity,
capital, and
 could also be affected.

the allowance
losses amounted
to $729
million, an
increase of
$9 million,
when compared
with
ACL for
BPPR increased
by $24
million to
$640 million,
when compared
to December
by
in
the
scenario,
loan
volumes
and
in
quality.
The
ACL
for
U.S.
 decreased by $15
million to $89
million, when compared to
December 31, 2022, due
to the implementation of
a new model
 U.S. commercial real estate
portfolio. The new model
is based on more
granular regional information for the
Corporation's portfolio
 and accounted for $15 million of PB's reduction in ACL.
 Given that any one
economic outlook is inherently uncertain, the
Corporation leverages multiple scenarios to estimate
its ACL. The
 baseline scenario continues to be assigned the highest probability, followed by the pessimistic scenario. The Corporation evaluates,
 at
least
on
an
the
tied
to
the
CECL
framework.
These
the
and
 supportable period as well as the reversion window.

 GDP growth is expected to slow during 2024 for both
regions, when compared to 2023, as a
result of the Fed's monetary policy. The
 2024 GDP growth is expected to
be 1.2% for Puerto Rico
and 1.7% for the United
States. The average 2024 unemployment rate is
 expected to increase to 6.79% in Puerto Rico and
3.95% in the United States.
 The provision
losses for
$201.5 million,
compared to
an expense
of
 $83.3 million for the year ended December 31, 2022, mostly related to higher NCOs.
Refer to Note 9 – Allowance for credit losses –
 loans held-in-portfolio
Statements, and
to
the Provision
for Credit
Losses section
of this
MD&A for
 additional information.

net charge-offs
to average
loans held-in-portfolio
("HIP") ratios
by loan
category for
the years
ended
 December 31, 2023 and 2022:
 Table 33 - Net Charge-Offs
(Recoveries) to Average Loans HIP
 BPPR
 BPPR

 (0.10)
 %
 0.02
 %
 (0.05)
 %
 (0.14)
 %
 0.11
 %
 (0.02)
 %

 1.59
 -
 0.32
 (0.48)
 (0.19)
 (0.25)

 (0.22)
 (0.02)
 (0.19)
 (0.26)
 -
 (0.22)
 0.43
 -
 0.43
 0.26
 -
 0.26

 2.18
 6.20
 2.35
 1.22
 1.33
 1.22
 Total

 0.55
 %
 0.19
 %
 0.44
 %
 0.23
 %
 0.12
 %
 0.20
 %
 NCOs for the year
ended December 31, 2023 amounted to
$146.4 million, increasing by $87.1
million when compared to the same
 period in 2022. The
BPPR segment increased by
$78.6 million mainly driven
by higher consumer NCOs
by $68.3 million, reflective
 of certain credit
quality deterioration, particularly
the personal loans
and credit cards
portfolios, with delinquencies
and NCOs near
 or exceeding pre-pandemic levels. The auto loans portfolio also showed credit normalization, however, metrics remained below pre-
 pandemic levels. The PB segment NCOs increased by
$8.5 million, mainly driven by higher consumer
NCOs by $13.5 million.

 Table 34 - Allowance for Credit
Losses - Loan Portfolios
 Total ACL
 Total loans held-
 in-portfolio
 ACL to loans held-
 in-portfolio
 Total non-
 performing loans
 ACL to non-
 performing loans

 $
 13,740
 $
 0.57
 %
 1,991
 690.11
 %

 65,453
 1.29
 %
 9,862
 663.69
 %

 56,864
 1.85
 %
 35,704
 159.27
 %

 122,356
 1.72
 %
 36,598
 334.32
 %

 $
 258,413
 $
 17,709,797
 1.46
 %
 84,155
 307.07
 %
 12,686
 1.32
 %
 6,378
 198.90
 %
 9,708
 0.56
 %
 8,632
 112.47
 %
 83,214
 1.08
 %
 186,297
 44.67
 %

 80,487
 7.09
 %
 -
 N.M.

 1,978
 3.00
 %
 3,733
 52.99
 %

 117,790
 6.06
 %
 21,836
 539.43
 %

Auto
 157,931
 4.31
 %
 346.23
 %

Other Consumer

 7,134
 4.45
 %
 739.27
 %

 $
 365,320
 $
 6,968,168
 5.24
 %
 72,149
 506.34
 %
 Total
 $
 $
 35,064,971
 2.08
 %
 357,611
 203.95
 %
 N.M - Not meaningful.
 Table 35 - Allowance for Credit
Losses - Loan Portfolios
 Total ACL
 Total loans held-
 in-portfolio
 ACL to loans held-
 in-portfolio
 Total non-
 performing loans
 ACL to non-
 performing loans

 $
 26,311
 $
 1.13
 %
 N.M.

 71,540
 1.59
 %
 25,116
 284.84
 %

 57,081
 1.85
 %
 29,085
 196.26
 %

 80,444
 1.38
 %
 38,596
 208.43
 %

 $
 235,376
 $
 15,739,132
 1.50
 %
 93,039
 252.99
 %
 4,246
 0.56
 %
 -
 N.M.
 1.30
 %
 5,941
 347.05
 %
 135,254
 1.83
 %
 262,879
 51.45
 %

 5.63
 %
 -
 N.M.

 2,542
 3.53
 %
 4,110
 61.85
 %

 118,426
 6.49
 %
 20,040
 590.95
 %

Auto
 3.69
 %
 316.60
 %

Other Consumer

 15,435
 10.46
 %
 12,454
 123.94
 %

 $
 324,808
 $
 6,597,443
 4.92
 %
 77,582
 418.66
 %
 Total
 $
 $
 32,077,769
 2.25
 %
 439,441
 163.91
 %
 N.M - Not meaningful.
 Table
details
the
breakdown
of
the
for
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.

 Table 36 - Allocation of the
Allowance for Credit Losses - Loans
 2023
 2022
 % of loans
 % of loans
 in each
 in each
 category to
 category to
 (Dollars in millions)
 ACL
 total loans
 ACL
 total loans

 $13.7
 6.9
 %
 $26.3
 7.2
 %

 65.4
 14.5
 71.5
 14.0

 56.9
 8.8
 57.1
 9.6

 122.4
 20.3
 80.5
 18.3

 $258.4
 50.5
 %
 $235.4
 49.1
 %
 12.7
 2.7
 4.2
 2.4
 9.7
 5.0
 20.6
 4.9

 83.2
 21.9
 135.3
 23.1

 80.5
 3.2
 58.7
 3.2

 2.0
 0.2
 2.5
 0.2

 117.8
 5.5
 118.4
 5.7

Auto
 157.9
 10.4
 129.7
 11.0

Other Consumer

 7.1
 0.6
 15.5
 0.4

 $365.3
 19.9
 %
 $324.8
 20.5
 %
 Total
 [1]
 $729.3
 100.0
 %
 $720.3
 100.0
 %
 [1] Note: For purposes of this table the term loans refers to
loans held-in-portfolio excluding loans held-for-sale.
 Loan Modifications
 For the twelve months ended December 31, 2023,
modified loans to borrowers with financial difficulty
amounted to $466 million, of
 which $424 million were in accruing status. The
BPPR segment's modifications to borrowers with financial
difficulty amounted to
 $379 million, mainly comprised of commercial and mortgage
loans of $283 million and $91 million, respectively. A total of $60
 of the mortgage modifications were related to government
guaranteed loans. The Popular U.S. segment's modifications
to
 borrowers with financial difficulty amounted to $87 million,
of which $75 million were commercial loans.
 Refer
to
Note
to
the
for
on
modifications
made
to
 experiencing financial difficulties.
 Enterprise Risk Management
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
has
a
three
lines
of
framework:
(a)
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
Group,
among
others,
act
as
the
second
line
of
by,
among
other
measuring
and
 reporting on the Corporation's risk activities, and (c) the Corporate Auditing Division
,

as the third line of defense, reporting directly to
 the Audit Committee of the Board, by independently providing
assurance regarding the effectiveness of the risk
framework.

 The Enterprise Risk Management Committee (the "ERM Committee")
is a management committee whose purpose is to oversee and
 monitor Market, Interest, Liquidity,
Regulatory and Financial Compliance, BSA/AML & Sanctions, Regulatory,
Strategic, Operational
 (including
Fraud
and
Third
Party
Risk,
among
others),
Technology
and
Cyber
Security,
Legal,
Credit,
Climate
and
 Reputational risks, as defined in the Risk Appetite Statement of
the Risk Management Policy and within the Corporation's Enterprise
 Risk Management ("ERM") framework. The ERM Committee and the
Enterprise Risk Management Department in the Financial
and
 Operational Risk Management
Division (the
"FORM Division"), in
coordination with the
Chief Risk
Officer, create
the framework
to
 identify and manage multiple and cross-enterprise risks,
and to articulate the RAS and supporting
metrics.
 The
Enterprise
Risk
Department
has
a
to
that
an
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
 functions, and the Corporate Finance Group, are responsible for planning and executing the
Corporation's market, interest rate risk,
and
strategy,
as
well
as
for
implementing
and
procedures.
The
ALCO
also
reviews
the
and
the
attainment
of
the
objectives.
In
the
Risk,
 Insurance & Advisory Department independently measures,
monitors and reports compliance with
liquidity and market risk policies,
 and oversees controls surrounding interest risk measurements.
 The Corporate Compliance
Committee, comprised of
senior management team
members and representatives
from the Regulatory
 and Financial
Compliance Division
Financial Crimes
Compliance Division,
among others,
are responsible
for overseeing
 and
assessing
the
of
the
risk
that
underlie
for
identifying,
 assessing,
measuring,
monitoring,
testing,
mitigating,
and
They
also
supervise
under
the
to
the
adequacy,
consistency
and
timeliness
of
the
of
compliance-
 related risks across the Corporation.

 The Regulatory Affairs team is responsible for maintaining an open dialog with the banking regulatory agencies 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
Strategy
Committee,
composed
of
level
representatives
from
the
lines
and
 functions, and the Corporate Credit Risk Management Division,
are responsible for monitoring credit risk management
activities both
 at
the
level
and
across
all
to
the
and
consistent
of
risk
 policies, processes
and procedures
that measure,
limit and
manage credit
risks, while
seeking to
maintain the
effectiveness and
 efficiency of the operating and businesses processes.

 The Corporation's Operational Risk Committee ("ORCO") composed of senior
level management representatives from the business
 lines
and
functions,
executive
of
the
risk
of
and
its
to
the
and
consistent
of
risk
policies,
processes,
and
that
 measure,
limit,
and
manage
risks
while
the
and
efficiency
of
the
and
 processes.
The
FORM
Division,
the
Risk
Group,
serves
as
ORCO's
arm
and
is
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
Corporation's and
our customers'
data and

 The Information Technology
and Cyber Risk
Committee, composed of senior
management representatives from the
business lines
 and
functions,
the
Technology
and
the
CSG,
are
for
the
and
of
and
mitigation
strategies,
and
controls,
key
risk
metrics,
and
 technology and cyber incidents that may result in operational, compliance and reputational risks.
 The Chief Security Officer also co-
 chairs the Information Technology & Cyber Security Risk Committee along with the Chief Information
& Digital Strategy Officer.
 The Corporate Legal Division, in this context, has the responsibility
of assessing, monitoring, managing and reporting with respect to
 legal risks, including those related to litigation, investigations
and other material legal matters.

has also
established an
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 ESG
Committee also assesses
ESG-related considerations in
the credit
approval process of
 commercial credit applications.
 The processes
of strategic
risk planning
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
 Strategy and
Transformation Division,
which reports to
Chief Operations Officer,
performs periodic assessments
 regarding corporate
strategic priority
initiatives, such as
transformation initiative
emerging issues.
The
 Acquisitions
and
Investments
continuously
assesses
strategic
The
is
for
the
monitoring,
and
implementation
of
action
plans
with
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
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
 function.
Through our Code
of Ethics, the
Corporation provides a framework
for all our
employees to conduct themselves
 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.

 Statistical Summary 2023-2022
 Statements of Financial Condition
 2023
 2022
 Assets:

 $
 $
 Money market investments:

 Time deposits with other banks

 Total money market investments
 Trading account debt securities, at fair value
 Debt securities available-for-sale, at fair
value
 Debt securities held-to-maturity, at amortized cost
 8,194,335
 8,525,366
 Less – Allowance for credit losses
 5,780
 6,911
 Debt securities held-to-maturity, net
 8,188,555
 8,518,455
 193,726
 195,854
 Loans held-for-sale, at fair value
 4,301
 5,381
 Loans held-in-portfolio:
 35,420,879
 32,372,925
 Less – Unearned income
 355,908
 295,156

Allowance for credit losses
 Total loans held-in-portfolio, net
 34,335,630
 31,357,467
 Premises and equipment, net
 565,284
 498,711
 Other real estate

 80,416
 Accrued income receivable
 263,433
 240,195
 Mortgage servicing rights, at fair value
 2,014,564
 1,847,813
 804,428
 Other intangible assets
 9,764
 12,944
 $
 $
 Liabilities and Stockholders' Equity
 Liabilities:

 Non-interest bearing
 $
 $
 15,960,557
 Interest bearing
 48,198,619
 45,266,670
 148,609
 -
 886,710
 916,946
 Total liabilities
 65,611,202
 63,544,492
 Stockholders' equity:
 Preferred stock
 1,048
 1,047
 Surplus
 4,843,399
 4,790,993
 Retained earnings
 4,194,851
 3,834,348
 Treasury stock – at cost
 (2,018,957)
 (2,030,178)
 Accumulated other comprehensive loss, net
of tax
 (1,895,531)
 (2,524,928)
 Total stockholders' equity

 Total liabilities and stockholders' equity
 $
 $

 Statistical Summary 2021-2023
 Statements of Operations
 For the years ended December 31,
 2023
 2022
 2021
 Interest income:
 Loans
 $
 2,331,654
 $
 1,876,166
 $
 1,747,827
 366,625
 118,080
 21,147
 Investment securities
 547,028
 471,665
 353,663
 Total interest income
 3,245,307
 2,465,911
 2,122,637
 Less - Interest expense
 165,047
 (193,464)
 Net interest income after provision for
credit losses (benefit)
 1,922,915
 2,084,329
 2,151,054
 21,497
 42,450
 50,133
 Net gain on sale of debt securities
 -
 -
 Net gain (loss), including impairment, on
equity securities
 3,482
 (7,334)
 Net gain (loss) on trading account debt securities
 1,382
 (784)
 (389)
 Net loss on sale of loans, including valuation
adjustments on loans held-for-sale
 (115)
 -
 (73)
 Adjustment to indemnity reserves on loans
sold
 2,319
 4,406
 Other non-interest income
 622,159
 861,811
 587,897
 Total non-interest income
 650,724
 897,062
 642,128
 Operating expenses:

 Personnel costs
 778,045
 719,764
 631,802
 All other operating expenses
 1,120,055
 1,026,656
 917,473
 Total operating expenses
 1,898,100
 1,746,420
 1,549,275
 Income before income tax

 675,539
 1,234,971
 1,243,907
 Net Income
 $
 $
 $
 Net Income Applicable to Common Stock

 $
 539,930
 $
 1,101,229
 $
 933,477

 Statistical Summary 2020-2022
 Average Balance Sheet and Summary of
Net Interest Income
 On a Taxable Equivalent
Basis*
 2023
 2022
 2021

 Rate

 Rate

 Rate

 Interest earning assets:
 $
 7,051,718
 $
 366,625
 5.20
 %
 $
 9,530,698
 $
 118,079
 1.24
 %
 $
 15,999,741
 $
 21,147
 0.13
 %
 U.S.
Treasury securities
 20,305,488
 441,179
 2.17
 21,141,431
 448,961
 2.12
 12,396,773
 266,670
 2.16
 Obligations of U.S.

 sponsored entities
 -
 -
 -
 5.66
 7,972
 1.50
 Obligations of Puerto Rico, States
 and political subdivisions
 64,682
 5,863
 9.06
 67,965
 7,824
 11.51
 75,607
 7,608
 10.06
 Collateralized mortgage obligations and

mortgage-backed securities
 7,360,071
 157,196
 2.14
 8,342,672
 198,566
 2.38
 10,255,525
 224,706
 2.19
 Other

 196,226
 11,519
 5.87
 190,489
 8,925
 4.68
 194,640
 9,027
 4.64
 Total investment securities
 27,926,467
 615,757
 2.20
 29,742,598
 664,278
 2.23
 22,930,517
 508,131
 2.22
 Trading account securities
 31,876
 1,377
 4.32
 51,357
 3,049
 5.94
 84,380
 4,339
 5.16
 Loans (net of unearned income)
 33,164,961
 2,387,351
 7.20
 30,405,280
 1,924,895
 6.33
 29,074,036
 1,794,789
 6.19
 Total interest earning
assets/Interest
 $
 68,175,022
 $
 3,371,110
 4.94
 %
 $
 69,729,933
 $
 2,710,301
 3.89
 %
 $
 68,088,674
 $
 2,328,406
 3.43
 %
 Total non-interest
earning assets
 3,059,214
 3,078,671
 3,079,976
 $
 71,234,236
 $
 72,808,604
 $
 71,168,650
 Liabilities and Stockholders' Equity

 Interest bearing liabilities:
 Savings, NOW,
money market and
 other

interest bearing demand accounts
 $
 39,463,481
 $
 862,981
 2.19
 %
 $
 41,769,576
 $
 191,064
 0.46
 %
 $
 41,387,504
 $
 59,034
 0.15
 %
 Time deposits
 7,775,846
 187,043
 2.41
 6,853,127
 61,781
 0.90
 7,028,334
 52,587
 0.75
 Federal funds purchased
 -
 5.25
 -
 3.92
 -
 0.25
 Securities purchased under agreement
 to resell
 115,808
 6,019
 5.20
 107,305
 2,309
 2.15
 91,394
 0.35
 27,302
 1,310
 4.80
 99,083
 3,428
 3.46
 0.35

 1,109,163
 56,430
 5.09
 938,778
 39,970
 4.26
 1,184,737
 53,107
 4.49

liabilities/Interest
 48,491,606
 2.30
 49,767,876
 0.60
 49,692,313
 165,046
 0.33

 Total non-interest
bearing liabilities
 16,142,027
 17,031,503
 15,698,685
 Total liabilities
 64,633,633
 66,799,379
 65,390,998
 Stockholders' equity

 6,600,603
 6,009,225
 5,777,652
 Total liabilities and
stockholders' equity
 $
 71,234,236
 $
 72,808,604
 $
 71,168,650
 Net interest income on a taxable
 equivalent basis
 $
 2,257,327
 $
 2,411,749
 $
 2,163,360
 Cost of funding earning assets
 1.63
 %
 0.43
 %
 0.24
 %
 Net interest margin
 3.31
 %
 3.46
 %
 3.19
 %
 Effect of the taxable equivalent
 125,803
 244,390
 205,770
 Net interest income per books
 $
 $
 $
 *
Shows
the
of
the
tax
exempt
status
of
some
loans
and
on
their
yield,
using
the
tax
rates.
The
 computation considers
the interest
expense disallowance
required by
Rico Internal
Revenue Code.
This adjustment
is shown
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
policy.
balances
exclude
gains
or
on
debt
and
on
debt
 securities transfer to held-to-maturities.

 Report of Management on Internal Control Over Financial
Reporting
 The management of
(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
with
principles
accepted
in
the
of
America,
and
over
the
 preparation of
financial statements
in accordance
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
detail,
accurately
and
fairly
the
and
 dispositions of the assets of the Corporation;
 (ii)
that
are
as
necessary
to
permit
preparation
of
 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,
over
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
31,
2023.
In
making
this
assessment,
used
the
set
forth
in
the
Control-Integrated
 Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

 Based on our assessment, management concluded that the Corporation maintained effective internal control over financial reporting
 as of December 31, 2023 based on the
criteria referred to above.
independent registered
public accounting
firm,
 PricewaterhouseCoopers LLP
,
has audited
the effectiveness
of
 the Corporation's internal control over financial reporting as of December 31, 2023,
as stated in their report dated February 29, 2024
 which appears herein.
 Ignacio Alvarez
 Carlos J. V zquez
 President and
 Executive Vice President
 Chief Executive Officer
 and Chief Financial Officer

 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
of
of
Inc.
and
its
(the
"Corporation")
as
of
31,
2023
and
2022,
and
the
of
 operations, comprehensive income (loss),
changes in stockholders' equity
and cash flows for
each of the three
years
 in
the
ended
31,
2023,
the
notes
(collectively
referred
to
as
the
"consolidated
statements").
We
also
have
audited
the
over
as
of
established in
Internal Control
- Integrated
Framework (2013)
 Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 In
our
opinion,
the
referred
to
above
fairly,
in
all
respects,
the
 financial position of the Corporation as of
December 31, 2023 and 2022, and the
results of its operations and its cash
 flows
for
each
of
the
three
years
in
the
ended
31,
2023
in
conformity with
principles
 generally accepted
of America.
Also in
our opinion,
maintained,
in all
 respects, effective
internal control over
financial reporting as
of December 31,
2023, based on
criteria established
in
 Internal Control - Integrated Framework (2013) issued by the COSO.
 Basis for Opinions

 The
Corporation's management
is responsible
for these
financial statements,
for maintaining
 internal control
over financial
reporting, and
for its
assessment of
the effectiveness
of internal
control over
 reporting,
in
the
accompanying
Report
of
on
Control
over
Reporting.
Our
 responsibility is
to express opinions
Corporation's consolidated
financial statements and
over
based
on
our
audits.
We
are
a
firm
registered
with
the
 Public
Company
Accounting
Board
(United
States)
(PCAOB)
and
are
to
be
independent
with
to
the
in
with
the
U.S.
laws
and
the
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
misstatement,
whether due
to error
or
fraud, and
internal control
over financial
 was maintained in all material respects.

 Our
audits
of
the
to
the
risks of
 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
in
the
Our
audits
also
the
principles
 used
and
made
by
as
well
as
the
of
the
Our
audit
of
over
obtaining
an
 understanding
of
over
reporting,
assessing
the
risk
that
a
weakness
exists,
and
 testing
and
the
design
and
of
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.

 Definition and Limitations of Internal Control over Financial Reporting

 A
company's
over
is
a
designed
to
the
reliability
of
and
the
preparation
of
for
external
purposes
in
with
accepted
principles.
Management's
and
our
audit
of
 Inc.'s
over
also
over
the
preparation
of
in
 accordance with the instructions
to the Consolidated Financial Statements
for Bank Holding Companies
(Form FR Y-
 9C)
to
with
the
of
of
the
 Improvement
Act
(FDICIA).
A
company's
over
those
and
that (i)
pertain to
the maintenance
of records
that, in
reasonable detail,
accurately
and fairly
reflect the
 transactions and
dispositions of
the assets
company; (ii)
provide reasonable
assurance that
transactions are
as
necessary
to
permit
preparation
of
in
with
accepted
principles, and
that receipts
and expenditures
company are
being made
only
in accordance
with
 authorizations
of
and
directors
of
the
company;
and
(iii)
 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
policies or
procedures may
 deteriorate.
 Critical Audit Matters

 The
critical
audit
matter
communicated
below
is
a
matter
arising
from
the
audit
of
the
that
was
communicated
or
to
be
communicated
to
the
audit
committee
and
that
(i)
 relates
to
or
that
are
to
the
and
(ii)
involved
our
 especially challenging,
subjective, or
complex judgments.
The communication
of critical
audit matters
alter
 in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating
 the
critical
audit
matter
below,
a
separate
opinion
on
the
critical
audit
matter
or
on
the
or
 disclosures to which it relates.
for
Losses
on
Loans
Held-in-Portfolio
-
Quantitative
Models,
and
Qualitative
Adjustments
to
the
 Puerto Rico Commercial Portfolios
 As described in
Notes 2 and
9 to the
consolidated financial statements,
the Corporation follows
the current expected
loss
("CECL")
model,
to
and
evaluate
the
of
the
for
("ACL")
to
 provide for expected
losses in the loan
portfolio. As of December
31, 2023, the allowance
for credit losses
was $729
on
total
loans
of
$34
billion.
This
CECL model
establishes
a
forward-looking
methodology
that
reflects
the
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
 severity.
As
part
of
this
scenarios,
and
may
apply
to
the
of
the
selected
scenarios.
The
ACL
also
a
that
 addresses losses
expected but
not captured
quantitative modeling
framework. In
identify
not captured
through the
models, management
evaluated model
limitations 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
considerations
for
our
that
relating
to
the
for
on
loans
models,
and
to
the
Rico
 portfolios is
a critical
audit matter
are (i)
the significant
judgment by
management in
determining the
 credit losses, including
qualitative adjustments to
the
Puerto Rico commercial
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
for
selection
of
and
 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
forming our
opinion
on
the
These
testing
the
of
 controls relating
for loans
held-in-portfolio, including
qualitative adjustments
 Puerto Rico commercial 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)
the
reasonableness
of
selection
of
to
the
loss
of
the
selected
scenarios;
(iii)
the
reasonableness
of
the
to
Rico
portfolios allowance
losses;
and (iv)
testing the
data used
credit losses.
 Professionals
with
skill
and
knowledge
were
used
to
assist
in
the
appropriateness
of
the
 methodology
and
models,
the
reasonableness
of
selection
and
weighting
of
used
to
and
reasonableness
of
the
to
 Puerto Rico commercial portfolios allowance for credit losses.
 San Juan, Puerto Rico
 February 29, 2024
 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, 2025
 Stamp E548240 of the P.R. Society of
 Certified Public Accountants has been
 affixed to the file copy of this report

OF FINANCIAL CONDITION
 [UNAUDITED]
 (In thousands, except share information)
 2023
 2022
 Assets:
 $
 $
 Money market investments:

 Time deposits with other banks

 Total money market investments
 Trading account debt securities, at fair value:

 Other trading account debt securities
 Debt securities available-for-sale, at fair
value:
 Pledged securities with creditors' right to repledge

 72,827
 129,203
 Other debt securities available-for-sale
 16,656,217
 17,675,171
 Debt securities held-to-maturity, at amortized cost:
 Pledged securities with creditors' right to repledge

 27,083
 26,496
 Other debt securities held-to-maturity
 8,167,252
 8,498,870
 Debt securities held-to-maturity (fair
value 2023 - $
 8,159,385
; 2022 - $
 8,440,196
)
 8,194,335
 8,525,366
 Less – Allowance for credit losses
 5,780
 6,911
 Debt securities held-to-maturity, net
 8,188,555
 8,518,455
 Equity securities (realizable value 2023 -
$
 194,641
; 2022 - $
 196,665
)
 193,726
 195,854
 Loans held-for-sale, at fair value
 4,301
 5,381
 35,420,879
 32,372,925
 Less – Unearned income
 355,908
 295,156

Allowance for credit losses
 Total loans held-in-portfolio, net
 34,335,630
 31,357,467
 Premises and equipment, net
 565,284
 498,711
 Other real estate
 80,416
 Accrued income receivable
 263,433
 240,195
 Mortgage servicing rights, at fair value
 2,014,564
 1,847,813
 804,428
 Other intangible assets
 9,764
 12,944
 $
 $
 Liabilities and Stockholders' Equity
 Liabilities:

 Non-interest bearing
 $
 $
 15,960,557
 Interest bearing
 48,198,619
 45,266,670
 148,609
 -
 886,710
 916,946
 Total liabilities
 65,611,202
 63,544,492
 Commitments and contingencies (Refer
to Note 24)

 Stockholders' equity:

 Preferred stock,
 30,000,000

shares authorized;

shares issued and outstanding (2022
 -
)
 Common stock, $
 0.01

par value;
 170,000,000

shares authorized;
 104,767,348

shares issued (2022 -
 104,657,522
) and
 72,153,621

shares outstanding (2022 -
 71,853,720
)
 1,048
 1,047
 Surplus
 4,843,399
 4,790,993
 Retained earnings
 4,194,851
 3,834,348
 Treasury stock - at cost,
 32,613,727

shares (2022 -
 32,803,802
)

 ( 2,018,957)
 ( 2,030,178)
 Accumulated other comprehensive loss, net
of tax

 ( 1,895,531)
 ( 2,524,928)
 Total stockholders' equity

 Total liabilities and stockholders' equity
 $
 $
 The accompanying notes are an integral part of
these Consolidated Financial Statements.

OF OPERATIONS
 (In thousands, except per share information)
 2023
 2022
 2021
 Interest income:
 Loans
 $
 2,331,654
 $
 1,876,166
 $
 1,747,827
 366,625
 118,080
 21,147
 Investment securities
 547,028
 471,665
 353,663
 Total interest income
 3,245,307
 2,465,911
 2,122,637
 Interest expense:
 1,050,024
 252,845
 111,621
 Short-term borrowings
 7,329
 5,737
 Long-term debt
 56,430
 39,970
 53,107
 Total interest expense
 165,047
 ( 193,464)
 Net interest income after provision for credit losses
 1,922,915
 2,084,329
 2,151,054
 Service charges on deposit accounts
 147,476
 157,210
 162,698
 Other service fees
 374,440
 334,009
 311,248
 Mortgage banking activities (Refer to Note 10)
 21,497
 42,450
 50,133
 Net gain on sale of debt securities
 -
 -
 Net gain (loss), including impairment on equity securities
 3,482
 ( 7,334)
 Net profit (loss) on trading account debt securities
 1,382
 ( 784)
 ( 389)
 Net loss on sale of loans, including valuation adjustments
on loans held-for-
 sale
 ( 115)
 -
 ( 73)
 Adjustments to indemnity reserves on loans sold
 2,319
 4,406
 100,243
 370,592
 113,951
 Total non-interest income
 650,724
 897,062
 642,128
 Operating expenses:
 Personnel costs
 778,045
 719,764
 631,802
 Net occupancy expenses
 111,586
 106,169
 102,226
 Equipment expenses
 37,057
 35,626
 32,919
 Other taxes
 55,926
 63,603
 56,783
 161,142
 172,043
 126,721
 Technology and software expenses
 290,615
 291,902
 Processing and transactional services
 138,070
 127,145
 16,664
 14,885
 14,029
 Business promotion
 94,926
 88,918
 72,981
 FDIC deposit insurance
 105,985
 26,787
 25,579
 Other real estate owned (OREO) income
 ( 15,375)
 ( 22,143)
 ( 14,414)
 97,279
 109,446
 92,169
 3,180
 3,275
 9,134
 9,000
 -
 Total operating expenses
 1,898,100
 1,746,420
 1,549,275
 Income before income tax
 675,539
 1,234,971
 1,243,907
 Net Income
 $
 $
 $
 Net Income Applicable to Common Stock
 $
 539,930
 $
 1,101,229
 $
 933,477
 Net Income per Common Share – Basic
 $
 7.53
 $
 14.65
 $
 11.49
 Net Income per Common Share – Diluted
 $
 7.52
 $
 14.63
 $
 11.46
 The accompanying notes are an integral part of
these consolidated financial statements.

OF COMPREHENSIVE INCOME (LOSS)
 (UNAUDITED)

 2023
 2022
 2021
 $
 $
 $
 Other comprehensive income (loss) before
tax:
 Foreign currency translation adjustment
 ( 7,793)
 10,572
 3,947
 Adjustment of pension and postretirement
benefit plans
 23,052
 7,811
 36,950
 Amortization of net losses
 19,253
 15,644
 20,749
 Unrealized net holding gains (losses) on debt
securities arising during the period

 391,633
 ( 2,539,421)
 ( 619,470)
 Reclassification adjustment for gains included
in net income
 -
 -
 ( 23)
 Amortization of unrealized losses of debt
securities transfer from available-for-sale
to
 held-to-maturity [1]
 172,883
 41,642
 -
 Unrealized net gains (losses) on cash flow
 ( 30)
 3,719
 Reclassification adjustment for net (gains)
losses included in net income
 ( 41)
 ( 960)
 1,847
 Other comprehensive income (loss) before
tax
 598,957
 ( 2,460,993)
 ( 555,461)
 Income tax benefit

 30,440
 261,134
 40,401
 Total other comprehensive income (loss), net of tax
 629,397
 ( 2,199,859)
 ( 515,060)
 Comprehensive income (loss), net of tax
 $
 1,170,739
 $
 ( 1,097,218)
 $
 419,829
 Tax effect allocated to each component of other comprehensive
income (loss):

 2023
 2022
 2021
 Adjustment of pension and postretirement
benefit plans
 $
 ( 8,644)
 $
 ( 2,929)
 $
 ( 13,856)
 Amortization of net losses
 ( 7,219)
 ( 5,867)
 ( 7,781)
 Unrealized net holding gains (losses) on debt
securities arising during the period

 80,854
 278,324
 62,468
 Reclassification adjustment for gains included
in net income
 -
 -
 Amortization of unrealized losses of debt
securities transferred from available-for-sale
to
 held-to-maturity [1]
 ( 34,577)
 ( 8,328)
 -
 Unrealized net gains (losses) on cash flow
 ( 612)
 ( 172)
 Reclassification adjustment for net (gains)
losses included in net income
 ( 263)
 Income tax benefit
 $
 30,440
 $
 261,134
 $
 40,401
 [1] In October 2022, the Corporation transferred
U.S. Treasury securities with a fair value of $
 6.5

billion (par value of $
 7.4

billion) from its available-
 for-sale portfolio to its held-to-maturity portfolio.
Refer to Note 7 to the Consolidated Financial
Statements for additional information.
 The accompanying notes are an integral
part of these consolidated financial statements.

OF CHANGES IN STOCKHOLDERS' EQUITY

other
 Common

 Preferred
 Retained
 stock
 stock
 Surplus
 stock
 income (loss)
 Total
 Balance at December 31, 2020
 $
 1,045
 $
 $
 4,571,534
 $
 2,260,928
 $
 ( 1,016,954)
 $
 189,991
 $
 6,028,687
 Issuance of stock
 4,673
 4,674
 Dividends declared:
 [1]
 ( 142,290)
 ( 142,290)
 Preferred stock
 Common stock purchases
 [2]
 ( 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
 $
 $
 4,650,182
 $
 2,973,745
 $
 ( 1,352,650)
 $
 ( 325,069)
 $
 5,969,397
 Issuance of stock
 5,836
 5,837
 Dividends declared:
 [1]
 ( 163,693)
 ( 163,693)
 Preferred stock
 Common stock purchases
 [3]
 53,592
 ( 691,256)
 ( 637,664)
 Stock based compensation
 4,450
 13,728
 18,178
 Other comprehensive loss, net of tax
 ( 2,199,859)
 ( 2,199,859)
 Transfer to statutory reserve
 76,933
 ( 76,933)
 -
 Balance at December 31, 2022
 $
 1,047
 $
 $
 4,790,993
 $
 3,834,348
 $
 ( 2,030,178)
 $
 ( 2,524,928)
 $
 Cumulative effect of accounting change
 28,752
 28,752
 Issuance of stock
 6,310
 6,311
 Dividends declared:
 [1]
 ( 163,664)
 ( 163,664)
 Preferred stock
 Common stock purchases
 ( 4,550)
 ( 4,550)
 Stock based compensation
 1,581
 15,771
 17,352
 Other comprehensive income, net of tax
 629,397
 629,397
 Transfer to statutory reserve
 44,515
 ( 44,515)
 -
 Balance at December 31, 2023
 $
 1,048
 $
 $
 4,843,399
 $
 4,194,851
 $
 ( 2,018,957)
 $
 ( 1,895,531)
 $
 [1]
 Dividends declared per common share during the year ended
December 31, 2023 - $
 2.27

 2.20
; 2021 - $
 1.75
).
 [2]
 During the year ended December 31, 2021, the Corporation
completed a $

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, 2022, the Corporation
completed two accelerated share repurchase transactions
with respect to its common
 stock, which were accounted for as a treasury stock transactions.
The aggregate amount of both transactions was $

million. Refer to Note 20
 for additional information.
31,
 Disclosure of changes in number of shares:
 2023
 2022
 2021
 Preferred Stock:
 Balance at beginning and end of year
 Common Stock:
 Balance at beginning of year
 104,657,522
 104,579,334
 104,508,290
 Issuance of stock
 109,826
 78,188
 71,044
 Balance at end of year
 104,767,348
 104,657,522
 104,579,334
 Treasury stock
 ( 32,613,727)
 ( 32,803,802)
 ( 24,728,165)
 Common Stock – Outstanding
 72,153,621
 71,853,720
 79,851,169
 The accompanying notes are an integral part of these consolidated
financial statements.

OF CASH FLOWS
31,
 2023
 2022
 2021
 Cash flows from operating activities:
 $
 $
 $
 Adjustments to reconcile net income to net cash provided
by operating activities:
 ( 193,464)
 Goodwill impairment losses
 9,000
 -
 3,180
 3,275
 9,134
 Depreciation and amortization of premises and equipment
 58,507
 55,107
 55,104
 Net accretion of discounts and amortization of premiums and
deferred fees

 ( 45,249)
 29,120
 ( 21,962)
 Interest capitalized on loans subject to the temporary payment
moratorium or loss mitigation
 alternatives
 ( 9,868)
 ( 11,521)
 ( 15,567)
 Share-based compensation
 16,773
 16,727
 17,774
 Impairment losses on right-of-use and long-lived assets
 -
 2,233
 5,320
 Fair value adjustments on mortgage servicing rights
 12,339
 ( 166)
 10,206
 Fair value adjustment for contingent consideration
 -
 -
 Adjustments to indemnity reserves on loans sold
 ( 2,319)
 ( 919)
 ( 4,406)
 Earnings from investments under the equity method, net
of dividends or distributions
 ( 27,450)
 ( 29,522)
 ( 50,942)
 Deferred income tax (benefit) expense
 ( 43,139)
 ( 33,129)
 229,371
 (Gain) loss on:
 Disposition of premises and equipment and other productive
 ( 12,756)
 ( 9,453)
 ( 18,393)
 Proceeds from insurance claims
 ( 145)
 -
 -
 Sale of debt securities
 -
 -
 ( 23)
 Sale of loans, including valuation adjustments on loans
held-for-sale and mortgage banking
 ( 21,611)
 Sale of equity method investment

 ( 152)
 ( 8,198)
 -
 Disposition of stock as part of the Evertec Transactions
 -
 ( 240,412)
 -
 Sale of foreclosed assets, including write-downs
 ( 22,665)
 ( 33,008)
 ( 30,098)
 Acquisitions of loans held-for-sale
 ( 7,639)
 ( 122,363)
 ( 251,336)
 Proceeds from sale of loans held-for-sale
 44,734
 64,542
 95,100
 Net originations on loans held-for-sale
 ( 68,310)
 ( 202,913)
 ( 527,585)
 Net decrease (increase) in:
 Trading debt securities
 33,500
 353,301
 741,465
 ( 11,341)
 ( 2,336)
 Accrued income receivable

 ( 23,238)
 ( 62,932)
 6,193
 24,200
 76,589
 25,022
 Net increase (decrease) in:
 Interest payable
 19,814
 6,061
 ( 5,395)
 Pension and other postretirement benefits obligation
 16,092
 ( 2,893)
 ( 4,104)
 ( 41,410)
 ( 20,724)
 22,802
 Total adjustments
 145,270
 ( 88,103)
 70,269
 Net cash provided by operating activities
 686,612
 1,014,538
 1,005,158
 Cash flows from investing activities:

 Net (increase) decrease in money market investments
 ( 1,383,821)
 11,922,703
 ( 5,895,789)
 Purchases of investment securities:
 Available-for-sale
 ( 16,707,264)
 ( 22,232,278)
 ( 14,672,856)
 Held-to-maturity
 ( 8,615)
 ( 1,879,443)
 -
 ( 18,477)
 ( 48,921)
 ( 16,196)
 Proceeds from calls, paydowns, maturities and redemptions
of investment securities:
 Available-for-sale
 18,215,910
 20,143,921
 9,602,430
 Held-to-maturity
 458,806
 9,826
 15,700
 Proceeds from sale of investment securities:
 Available-for-sale
 -
 -
 235,992
 31,946
 42,990
 2,904
 Net (disbursements) repayments on loans
 ( 2,475,837)
 ( 2,237,084)
 469,268
 Proceeds from sale of loans
 135,231
 141,314
 203,179
 Acquisition of loan portfolios
 ( 770,493)
 ( 753,684)
 ( 348,179)
 Payments to acquire other intangible
 -
 -
 ( 905)
 Payments to acquire businesses, net of cash acquired
 -
 -
 ( 155,828)
 Return of capital from equity method investments
 6,362
 Payments to acquire equity method investments
 ( 1,500)
 ( 1,625)
 ( 375)
 Proceeds from sale of equity method investment
 8,198
 -
 Proceeds from disposition of stock as part of the Evertec Transactions
 -
 219,883
 -

 Acquisition of premises and equipment
 ( 208,044)
 ( 103,789)
 ( 72,781)
 Proceeds from insurance claims
 -
 -
 Proceeds from sale of:
 Premises and equipment and other productive assets
 8,658
 10,305
 21,482
 Foreclosed assets
 109,547
 107,203
 86,942
 Net cash (used in) provided by investing activities
 ( 2,613,407)
 5,350,200
 ( 10,518,650)
 Cash flows from financing activities:

 Net increase (decrease) in:
 2,365,451
 ( 5,770,261)
 10,138,617

 ( 57,225)
 57,006
 ( 29,700)
 ( 365,000)
 290,000
 75,000
 Payments of notes payable
 ( 343,261)
 ( 103,147)
 ( 237,713)
 Principal payments of finance leases
 ( 5,360)
 ( 3,346)
 ( 2,852)
 Proceeds from issuance of notes payable
 441,705
 -
 -
 Proceeds from issuance of common stock
 6,311
 5,837
 4,674
 Dividends paid
 ( 159,860)
 ( 161,516)
 ( 141,466)
 Net payments for repurchase of common stock
 ( 461)
 ( 631,893)
 ( 350,535)
 Payments related to tax withholding for share-based compensation
 ( 4,089)
 ( 5,771)
 ( 5,115)
 Net cash provided by (used in) financing activities
 1,878,211
 ( 6,323,091)
 9,450,910
 Net (decrease) increase in cash and due from banks, and
restricted cash
 ( 48,584)
 41,647
 ( 62,582)
 Cash and due from banks, and restricted cash at beginning
of period
 476,159
 434,512
 497,094
 Cash and due from banks, and restricted cash at end of period
 $
 427,575
 $
 476,159
 $
 434,512
 The accompanying notes are an integral part of these consolidated
financial statements.

 Notes to Consolidated Financial Statements

 Note 1 -
 Nature of Operations and Basis of Presentation
 Note 2 -
 Summary of Significant Accounting Policies
 Note 3 -
 New Accounting Pronouncements
 Note 4 -
 Business Combinations
 Note 5 -
 Restrictions on Cash and Due from Banks and Certain Securities
 Note 6 -
 Debt Securities Available-For-Sale
 Note 7 -
 Debt Securities Held-to-Maturity
 Note 8 -
 Loans
 Note 9 -
 Allowance for Credit Losses – Loans Held-In-Portfolio
 Note 10 -
 Mortgage Banking Activities
 Note 11 -
 Transfers of Financial Assets and Mortgage
Servicing Assets
 Note 12 -
 Premises and Equipment
 Note 13 -
 Other Real Estate Owned
 Note 14 -
 Other Assets
 Note 15 -
 Goodwill and Other Intangible Assets

 Note 16 -
 Note 17 -
 Borrowings
 Note 18 -
 Trust Preferred Securities
 Note 19 -
 Other Liabilities
 Note 20 -
 Stockholders' Equity
 Note 21 -
 Regulatory Capital Requirements
 Note 22 -
 Other Comprehensive Income (Loss)

 Note 23 -
 Guarantees
 Note 24 -
 Commitments and Contingencies
 Note 25-
 Non-consolidated Variable Interest
Entities
 Note 26 -
 Derivative Instruments and Hedging Activities
 Note 27 -
 Related Party Transactions
 Note 28 -
 Fair Value Measurement
 Note 29 -
 Fair Value of Financial Instruments
 Note 30 -
 Employee Benefits

 Note 31 -
 Net Income per Common Share
 Note 32 -
 Revenue from Contracts with Customers
 Note 33 -
 Leases
 Note 34 -
 Stock-Based Compensation
 Note 35 -
 Income Taxes
 Note 36 -
 Supplemental Disclosure on the Consolidated Statements of Cash
Flows
 Note 37 -
 Segment Reporting
 Note 38 -
 Popular, Inc. (Holding company only)
Financial Information

 Note 1 – Nature of Operations and basis of
Presentation

 Nature of Operations

Inc. (the
"Corporation" or
"Popular") is
a diversified,
publicly-owned financial
the supervision
 and
regulation
of
the
Board
of
Governors
of
the
System.
The
has
in
Rico,
the
 mainland United
States ("U.S.")
U.S. and
British Virgin
Islands. In
Puerto Rico,
provides retail,
mortgage,
 and
its
subsidiary,
Banco
de
Rico
("BPPR"),
as
well
as
banking,
broker-dealer,
auto
and
leasing
and
financing,
and
In
the
mainland
U.S.,
the
retail,
and
its
New
 York-chartered
banking subsidiary,
Popular Bank
("PB" or
"Popular U.S."),
which has
branches located
in New
York,
New Jersey
 and Florida, investment and insurance services and equipment
leasing and financing services through specialized

 Basis of Presentation

 Leveraging
the
completion
of
the
Transactions,
as
in
Note
to
the
Statements,
the
 Corporation embarked
on a
broad-based multi-year,
technological and
business process
transformation during
the second
half of
 2022.
The
needs
and
of
our
as
well
as
the
landscape,
have
evolved,
us
to
make
 important
in
our
infrastructure
and
adopt
more
agile
practices.
Our
and
 transformation will be a significant priority for the Corporation
over the next three years and beyond.
 As part of this transformation, we aim to expand our digital capabilities,
modernize our technology platform, and implement agile and
 efficient
business processes
across the
entire Corporation.
To
facilitate
the transparency
progress with
the transformation
 initiative and
to better
portray the
technology related
expenses categorized
nature of
the expense,
effective in
the
 fourth quarter of 2022, the
Corporation has separated technology,
professional fees and transactional and items
processing related
 expenses as standalone expense categories in the accompanying Consolidated statement of operations. There were no changes to
 the
total
presented.
Prior
in
the
and
have
been
 reclassified to conform to the current presentation.
 The following table provides the detail of
the reclassifications for the year.

 Year ended December 31,
 2021
 Financial statement line item
 As reported
 Adjustments
 Adjusted
 Equipment expenses
 $
 92,097
 $
 ( 59,178)
 $
 32,919
 410,865
 ( 284,144)
 126,721
 Technology and
software expenses
 -
 Processing and transactional services
 -
 25,234
 ( 11,205)
 14,029
 136,988
 ( 44,819)
 92,169
 Net effect on operating expenses
 $
 665,184
 $
 -
 $
 665,184

 Note 2 – Summary of significant accounting

 The
and
of
Inc.
and
its
(the
"Corporation") conform
with
 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
the
of
Inc.
and
its
Intercompany
and
 transactions have been
eliminated in consolidation. In
accordance with the
consolidation guidance for variable
interest entities, the
would
also
consolidate
any
variable
("VIEs")
for
which
it
has
a
controlling
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
 Unconsolidated investments, in
which there is
20% ownership and
/ or
the Corporation exercises
significant influence, are
for
by
the
with
in
other
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
and
policies.
These
are
in
other
and
the
 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
acquisition date
are measured
at their
fair values
as of
the acquisition
date. The
date
is
the
date
the
acquirer
obtains
control.
Transaction
costs
are
expensed
as
incurred.
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
the contingent
consideration are
recognized in
earnings unless
the arrangement
is a
hedging instrument
 changes are
initially recognized
in other
comprehensive income
(loss). Refer
to
Note 4
for information
of
business combinations
 completed by the Corporation for the years presented.

 Use of estimates in the preparation of financial
 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
and
at
the
date
of
the
statements,
and
the
of
and
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 Accounting
Standards Codification ("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
for
the
asset
or
in
an
orderly
participants
on
the
measurement
date.
The
standard
 describes three
levels of
inputs that
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)
that
are
not
corroborated
by
data.
The
fair
value
hierarchy
ranks
the
and
reliability
of
the
 information used to determine fair values.

 The
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
liabilities may
not be
determinative of
when
 transactions are not
orderly, and
thus, may require
adjustments to estimate fair
value. Price quotes
based on transactions
 not orderly should be given
little, if any,
weight in measuring fair value. Price
quotes based on transactions that are
orderly shall be
in
determining
fair
value,
and
the
weight
given
is
based
on
facts
and
circumstances.
If
is
not
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
 qualitative factors,
including internal credit
ratings and
the underlying source
of repayment
in determining
of
losses.
Debt
are
written-off
the
ACL
when
a
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
by
leveraging
the
loss
for
mortgages
in
the
case
of
 collateralized by
 nd

lien loans
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
loss
experience.
The
modeling
a
2-year
and
gradually
 reverting, over a
3-years horizon, to
historical information at
the model input
level. The Corporation's
portfolio of held-to-
 maturity
notes
and
obligations from
the
U.S.
Government. These
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.
applies a
zero-credit loss
assumption and
no ACL
for these
 has been established. The
Corporation may not sell
or transfer held-to-maturity securities without
calling into question its
 intent
to
hold
other
debt
to
maturity,
unless
a
nonrecurring
or
unusual
event
that
could
not
have
been
 reasonably anticipated has occurred.

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

Debt
as
are
at
fair
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,
taxes. If
the Corporation intends
to sell
or believes
it is
more likely than
not that it
required to sell
the debt
 security,
it is
written down
to
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
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
of
notes
and
obligations from
the
U.S.
Government.
 These
have
an
explicit
or
implicit
from
the
U.S.
government,
are
highly
rated
by
major
 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
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
through the
life of
the asset.
The specific
identification method
is used
to
 realized
gains
and
on
debt
available-for-sale,
which
are
in
net
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
orderly transactions
identical or
a similar
investment of
issuer.
Stock that
is owned
to
with
such
as
Bank
and
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
 income.
 The
of
premiums is
deducted
and
the
accretion of
discounts is
added to
net
the
over the
outstanding period
of
the
Purchases and
sales
of
are
on
a
trade
date

 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
for
multiple
derivative
executed
with
the
same
counterparty
under
a
master
netting

 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,
in
the
fair
value
of
the
derivative
instrument
are
net
of
taxes
in
other
 comprehensive income (loss) and subsequently reclassified
to net income 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
formally
documents
the
relationship
hedging
and
 hedged
items,
as
well
as
the
risk
management objective
and
strategy for
undertaking various
hedge
This
linking all
derivative instruments
to
specific assets
and
liabilities on
the Statements
of
Financial Condition
or to
 forecasted transactions
or firm
commitments along
formal assessment,
at both
inception of
the hedge
and on
an ongoing
as
to
the
derivative instrument
in
offsetting
in
fair
or
cash
flows
of
the
hedged
item.
 Hedge accounting
is discontinued
when the
derivative instrument
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.

 Effective on
January 1,
Corporation discontinued
the hedge
accounting treatment
forward contracts
 the
in
fair
value
were
recorded,
net
of
taxes,
in
other
and
subsequently
 reclassified to net income in the same period that the hedged
transaction impacted earnings. As a result of this change, the changes
forward contracts
are being
recorded through
net income.
utilizes forward
contracts to
 hedge
the
sale
of
with
duration
terms
over
one
month.
rate
forwards
are
for
the
 delayed
delivery
of
which
the
seller
agrees
to
deliver
on
a
specified
date
at
a
specified
price
or
yield.
These
 forward contracts are hedging a forecasted transaction
and thus qualify for cash flow hedge accounting.

 Based
on
the
election
to
apply
fair
value
for
its
loans
held
for
sale,
on
1,
2023,
the
 Corporation discontinued
the hedge
accounting since
the changes
be offset
 changes in the fair value of the forward
contract, both of which are now recorded through
net income.
 For non-exchange
traded contracts,
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
as
loans
held-in-portfolio when
management has
the
intent
and
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
 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
deterioration
since
origination
are
at
fair
value
upon
acquisition.
 discounts are included in the determination of fair

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
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.
 Loans held-for-sale,
except for
originated as
held-for-sale, are
stated at
the lower
of cost
or fair
value, cost
being
 determined based
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
 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
determination of
period in
change occurs.
 Effective
on
1,
2023,
newly
loans
held-for-sale
are
at
fair
value,
with
 through earnings.
 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
accrued
and
unpaid interest
is
charged against
and
the
loan
is
accounted for
either
on
a cash-basis
 method or
cost-recovery method.
Loans designated
as non-accruing
are returned
to accrual
status when
 expects repayment of the remaining contractual principal
and interest.

 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
loan
uncollectible
is
charged-off
no
later
than
days
past
due.
in
the
case
of
a
loan,
the
excess
of
the
over
the
fair
value
of
the
(portion
uncollectible)
is
promptly charged-off,
but
in
any
event,
not
later
than
the
the
in
which
such
excess was
first
 recognized.
unsecured
loans
are
charged-off
no
later
than
days
past
due.
Recognition
of
on
loans
is
discontinued
when
loans
are
days
or
more
in
arrears
on
of
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
insured by
Housing Administration
("FHA") or
guaranteed by
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
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
charged-off.
Recognition of
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
modified with
financial difficulties
is typically
in non-accrual
status at
the time
modification. These
loans continue
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.
 Loan modifications
 In
the
implementation of
the Accounting
Standards Update
("ASU") 2022-02,
modified its
loan modifications.
As discussed
in Note
3, the
new accounting
guidance eliminates
the recognition
and measurement
 principle of troubled debt restructurings (TDRs).
 A
modification is
disclosure under
the new
ASU when
separately concludes
that both
 conditions exist: 1) the
debtor is experiencing financial difficulties
and 2) the modification
constitutes a reduction in
the interest rate
 on
the
loan,
a
extension,
a
forgiveness
of
principal,
or
a
more-than-insignificant
delay.
Determination
that
a
 borrower is experiencing financial difficulties involves a degree
of judgment.
 The identification of loan modifications to debtors with financial difficulties is critical in the determination of the adequacy of the ACL.
 The
ASU
2022-02
eliminates
the
requirement
to
use
a
cash
flow
("DCF")
approach
to
for
loans
with borrowers
experiencing financial
difficulties.
The
entity can
apply
a methodology
to
the
one
used
for
 loans that
were not
modified. The
Corporation applied
a modified
retrospective transition
method for
the implementation
of
ASU
 2022-02 which resulted in a
reduction of approximately $

million ($

million net of tax)
in the reserve which was
recorded as an
 adjustment to the beginning balance of retained earnings.
 Refer
to
Note
to
the
for
on
loan
modifications
and
the
 Corporation's determination of the ACL.

 Lease financing

 The
Corporation leases
passenger and
vehicles
and
to
and
customers.
The
 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
 receivable.
Unearned
is
using
a
which
in
approximate
level
rates
of
on
the
 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
 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
loan are
recorded as
an ACL
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
Changes
in
are
recorded as
an
or
to
the
ACL
with
a
corresponding
(reverse)
to
the
for
in
the
of
Operations.
These
loans
follow
the
same
 nonaccrual policies 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
basis
for
loans
and
in
debt
is
exclusive
of
accrued
receivable.
The
 Corporation has elected
not to establish
an ACL for
accrued interest receivable for
loans and investments
in debt securities,
given
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
 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
provision for
credit losses,
except for
PCD loans
the ACL
at acquisition
is
as
an
to
the
price
with
subsequent
in
earnings.
Loan
are
charged
and
 recoveries are credited to the ACL.
 The
follows
a
methodology
to
the
ACL
which
a
and
forecast
for
 estimating
and
as
well
as
the
outlook.
As
part
of
this
by
third
parties.
At
31,
2023,
to
the
of
the
selected
scenarios.
This
evaluation
benchmarking
as
well
as
careful
analysis of
the
underlying assumptions
build the
scenarios. The
application of
 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
macroeconomic scenarios
as
part
of
its
 adjustment framework.

 The
macroeconomic variables
chosen
to
estimate credit
were selected
by
combining
procedures with
expert
 judgment.
These
variables
were
to
be
the
best
predictors
of
the
loan
 portfolios and
include drivers such
as unemployment rate,
different measures
of employment levels,
house prices,
gross domestic
 product
and
of
disposable
amongst
The
loss
estimation
a
and
 supportable period of 2 years for PR portfolios, gradually
reverting, over a 3-years horizon, to historical macroeconomic variables at
 the
model
input
level.
For
the
US
the
and
the
life
of
the
asset,
by
prepayments, except
US
CRE portfolio.
The US
CRE portfolio
utilizes a
2-year reasonable
and supportable
 period gradually reverting, over a 3-years horizon,
to historical information at the output level.

 The
developed
loan
level
distributed
by
geography
and
loan
type.
This
segmentation
was
by
their
risk
characteristics,
which
default
patterns,
source
of
repayment,
type
of
collateral,
and

channels,
amongst
The
modeling
competing
risk
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
by
combining
risk
with
 expectations. In
generate the
expected credit
losses, the
output of
these models
is combined
with loan
level repayment
 information.
The
risk
contemplated
the
may
borrowers'
scores,
loan-to-value,
 delinquency status, risk ratings, interest rate, loan
term, loan age and type of collateral, amongst

 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,
model
limitations
as
well
as
the
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
 there are sectors
that have low
levels of historical
defaults, but current
conditions show the
potential for future
losses. This type
of
is
more
prevalent
in
the
portfolios.
The
model
imprecision
component
of
the
is
after
model
for
these
time
periods.
This
type
of
 qualitative adjustment mainly impacts consumer portfolios.
 The
has
as
loans
by
when
foreclosure
is
probable
or
when
 foreclosure is
not probable but
the practical expedient
is used.
The practical expedient
is used
when repayment is
be
substantially
by
the
sale
or
operation
of
the
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
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.

 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
behavior
based
on
historical data.
These payment
 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
in
the
last
months.
The
paydown
curves
generated
for
each
sub-category
are
to
the
 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.

 Reserve for unfunded commitments
establishes a
reserve for
unfunded commitments,
losses over
the remaining
term of
the
 facility.
An allowance
established for
commitments that
are unconditionally
cancellable by
the Corporation.
no
is
for
unfunded commitments
its
cards
portfolio.
Reserve for
the
unfunded
of
 commitments
is
other
in
the
Consolidated Statements
of
Net
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, 2023 and 2022.

 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
transfers
and
the
transfer
fails
any
one
of
these
criteria,
the
is
prevented
from
 derecognizing the transferred financial
assets and the
transaction is accounted for
as a secured
borrowing. For federal and
 Rico income
tax purposes,
treats the
transfers of
loans which
qualify as
"true sales"
 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
 servicing liabilities, if
applicable; initially measures
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
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
the inherent
equitable powers
of a
bankruptcy
 court, as
the unsettled
state of
the common
law.
Once the
legal isolation
test has
been met,
other factors
concerning the
 nature
and
of
the
transferor's
over
the
are
taken
into
in
order
to
 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
sheet
as
well
as
an
offsetting
liability,
regardless of
the
intent
to
 repurchase the loan.

 Servicing assets
 The
periodically
sells
or
securitizes
loans
while
retaining
the
to
perform
the
of
such
loans.
In
the
may
or
assume
the
right
to
loans
by
Whenever
the
 undertakes an
obligation to
service a
loan, management
assesses whether
a servicing
asset or
liability should
be recognized.
A
asset
is
whenever
the
for
is
to
more
than
adequately
compensate
the
 servicer
for
the
servicing.
Likewise,
a
would
be
in
the
event
that
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

 All separately recognized servicing assets are initially recognized at fair value. For subsequent measurement of
servicing rights, the
has
elected
the
fair
value
for
loans
("MSRs").
Under
the
fair
value
measurement
 method,
MSRs
are
at
fair
value
each
period,
and
in
fair
value
are
in
 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
activities in
the
Consolidated Statement
of
Operations. Loan
 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
useful lives
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.
capitalizes interest
cost
incurred in
the construction
of
significant real
estate projects,
which consist
primarily of
for
its
own
use
or
intended for
lease.
The
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, 2023, 2022 and 2021 was not
significant.

 The
recognizes
right-of-use
("ROU
assets")
and
lease
relating
to
and
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
 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.
 Note 33 to the Consolidated Financial Statements
for additional information on operating and finance
lease arrangements.

 Impairment of long-lived assets
 The
for
its
long-lived
to
be
held
and
used,
and
long-lived
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,
in
satisfaction
of
a
loan,
is
at
fair
value
less
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
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
due
to
age,
inspections,
property
profiles,
or
conditions.
The
 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
amortized but
is tested
for impairment
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
unit,
the
uses
a
combination
of
methods,
price
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
cash
inflows
and
legal,
regulatory,
contractual,
competitive,
and
other
which
 could limit the intangible asset's useful life.

 Other
identifiable
intangible
with
a
finite
useful
life,
core
are
using
methods
over
the
benefited,
which
range
from
to
These
intangibles are
periodically for
when
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
over
such
and
accordingly
those
are
not
in
the
 Corporation's Consolidated Statements
of Financial
Condition. The Corporation
monitors the
the underlying
 as compared to the related receivable, including accrued
interest.

 It
is
the
to
over
sold
under
to
repurchase;
accordingly,
such
 securities continue to be carried on the Consolidated
 The Corporation may require counterparties to deposit
additional collateral or return collateral pledged,
when appropriate.

 Software

 Capitalized
is
stated
at
cost,
less
amortization.
Capitalized
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
of
Operations)
throughout
the
life
of
the
loan,
as
necessary,
when
becomes
available.
The
methodology
used
to
the
 macroeconomic expectations through a 2-years reasonable and supportable period, gradually reverting to historical macroeconomic
 variables
at
the
model
input
level
over
a
3-years,
composition
by
risk
characteristics,
amongst
other
factors.
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
for
the
under
the
arrangements
is
separately
other
in
the
 Consolidated Statements of
Financial Condition. Refer
to Note
23 to
the Consolidated Financial
Statements for further
 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
At the
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
for
a
of
the
on
the
recognition
and
of
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
are
translated using
rates
for
the
period.
The
 foreign currency translation adjustment
from operations for which
the functional currency is
other than the U.S.
dollar is reported in
other comprehensive
(loss), except
for
highly inflationary
environments in
are
included in
 other operating expenses.
holds interests
in Centro
Financiero BHD
Le n, S.A.
("BHD Le n")
Dominican Republic.
The business
of
 BHD Le n 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) income (loss).

 Refer to the disclosure of accumulated other comprehensive
income (loss) included in Note 22.

 Income taxes
recognizes deferred tax
liabilities for
the expected
future tax
consequences of
events that
 recognized in
financial statements
or tax
returns. Deferred
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
to
in
which
the
are
 expected to be recovered or settled.

 The
guidance for
taxes
requires a
reduction of
the
carrying
of
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.
the
need
to
allowances
for
tax
is
assessed
periodically
by
the
based
on
the
more
than
not
realization
threshold
criterion.
In
the
for
a
allowance,
 appropriate consideration
is given
to all
positive and
negative evidence
the realization
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.

 The valuation
of deferred
requires judgment
in assessing
the likely
future tax
consequences of
events that
 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
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,
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).
tax
or
for
the
year
is
allocated
among
discontinued
and
other
 comprehensive income (loss), 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
in
judgment
about
the
realization
of
tax
in
years,
(b)
in
tax
laws
or
rates,
(c)
 changes in tax status, and (d) tax-deductible
dividends paid to stockholders, 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
period, interest
costs and
return on
plan assets,
as deferral
and amortization
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
that
these
are
fully
covered
by
in
the
plan,
a
contribution
may
not
be
made
in
a
 particular year.
 The cost
of postretirement
benefits, which
is determined
actuarial assumptions
and estimates
costs of
 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
plan,
retiree
care
and
other
postretirement
plans
on
the
of

 Stock-based compensation
 The
opted
to
use
the
fair
value
of
recording
stock-based
as
described
in
the
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
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.

 Note 3 - New accounting pronouncements

 Recently Adopted Accounting Standards Updates
 Standard
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-04,
 Liabilities (Topic 405) -
 Amendments to SEC
 Paragraphs Pursuant to
 SEC Staff Accounting
 Bulletin No. 121
 The
Financial Accounting
Standards Board
 ("FASB")
Accounting
Standards
 Update
("ASU")
2023-04
in
2023
 which
paragraphs
ASC
 Topic
to
clarify
the
and
for
to
safeguard
 Crypto-Assets
held
by
an
entity
for
its
 platform users.
 August 2023
 The
was
not
by
 the
adoption of
this
ASU
since
it does
 not
hold
crypto-assets
for
its
platform
 users.
 FASB ASU 2023-03,
 Presentation of Financial
 Statements (Topic 205),
 Income Statement—
 Reporting Comprehensive
 Income (Topic 220),
 Distinguishing Liabilities
 from Equity
(Topic 480),
 Equity (Topic 505), and
 Compensation—Stock
 Compensation (Topic 718)
 - Amendments to SEC
 Paragraphs Pursuant to
 SEC Staff Accounting
 Bulletin No. 120, SEC
 Staff Announcement at the
 March 24, 2022 EITF
 Meeting, and Staff
 Accounting Bulletin Topic
 6.B, Accounting Series
 Release 280—General
 Revision of Regulation S-
 X: Income or Loss
 Applicable to Common
 Stock
 The
FASB
ASU
2023-03
in
July
 2023 which
amends or
supersedes various
 SEC
paragraphs
the
Codification
to
 conform
to
past
SEC
announcements
and
which
updated
SAB
Topics
5.T,
 14, and 6. B.
 July 1, 2023
 The
was
not
by
 the
of
this
ASU
since
it
 codifies previous guidance.

 FASB ASU 2022-05,
 Financial Services -
 Insurance (Topic 944) -

 Transition for Sold
 Contracts
 The
FASB
ASU
2022-05
in
 December 2022, which
allows an insurance
 entity to make an
accounting policy election
 of
applying
the
Long-Duration
Contracts
 (LDTI) transition guidance
on a transaction-
 by-transaction
basis
if
the
have
 been
derecognized
because
of
a
sale
or
 disposal
and
the
entity
has
no
involvement
with
the
 derecognized contract.
 The
was
not
by
 the
of
ASU
2022-05
 the
first
of
2023
since
it
does
 not
hold
Long-Duration
Contracts
 (LDTI).

 FASB ASU 2022-04,
 Liabilities—Supplier
 Finance Programs
 (Subtopic 405-50) -

 Disclosure of Supplier
 Finance Program
 Obligations
 The
FASB
ASU
2022-04
in
 September 2022, which requires to disclose
about
the
use
of
supplier
in
with
the
 purchase of goods and services.
 The
was
not
by
 the
of
ASU
2022-04
since
it
 does
not
use
supplier
 programs.

 Recently Adopted Accounting Standards Updates
 Standard
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2022-02,
 Financial Instruments—
 Credit Losses (Topic 326)
 - Troubled Debt
 Restructurings and
 Vintage Disclosures
 The
FASB
ASU
2022-02
in
March
 2022,
which
eliminates
the
for
troubled
debt
restructurings
 ("TDRs")
in
ASC
Subtopic
310-40
 Receivables—Troubled Debt Restructurings
 by Creditors
and requires creditors
to apply
 the
loan
refinancing
and
restructuring
to
a
 modification
in
a
new
loan
or
a
 continuation of an
existing loan. In
 the
ASU
enhances
the
for
loan
refinancing
 and
restructurings
by
creditors
when
a
is
difficulty
 and
enhances
the
vintage
by
the
of
current-period
 gross
by
year
of
origination
for
 financing
receivables
and
net
 in leases.

 The Corporation adopted
ASU 2022-02
the
first
of
2023.
The
of
this
standard
resulted
in
 enhanced disclosure for
loans modified
 to
with
difficulties
 and
the
of
gross
offs
by
vintage
year.
The
anticipates
that
there
will
 be loans subject to disclosure under the
 new standard that
did not qualify
under
 the prior guidance
given the removal
of
 the
concession
requirement
for
such
 disclosures.
The
amended
 eliminated the
requirement to
 the effect of the concession from a
loan
 modification, for
 used
a
cash
flow
("DCF")
 model. The
discontinuing the
 use
of
the
DCF model
to
measure the
 concession resulted
in a
release of
the
for
("ACL")
of
 $

million, mainly
 loans
for
which
modifications
a
in
rates
and
given
the
extended
 maturity
term
of
these
this
 resulted
in
an
in
the
ACL
in
 the
of
modification.
For
the
to
the
 recognition and measurement of TDRs,
 the
has
elected
to
apply
 the modified
retrospective approach for
 the
of
this
standard.
this
an
 adjustment increase
of $

million, net
 of
tax
effect,
to
the
beginning
 of
retained
on
1,
 2023.
 FASB ASU 2022-01,
 Derivatives and Hedging
 (Topic 815) – Fair Value
 Hedging—Portfolio Layer
 Method
 The
FASB
ASU
2022-01
in
March
 2022,
which
ASC
Topic
by
 allowing
non
prepayable
 also
to
be
in
a
closed
 hedged
using
the
layer
 This
amendment permits
an entity
to
apply
 fair
value
hedging to
a
stated
of
a
 closed
of
prepayable
and
non-
 prepayable
prepayment
risk
or
risk
 when measuring those assets.
 The
was
not
by
 the
of
ASU
2022-01
since
it
 does not hold derivatives designated as
 fair value hedges.
 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
 2021,
which
ASC
Topic
by
contract
and
contract
 liabilities arising
from revenue
contract with
to
be
in
 with ASC
Topic
606 on
the acquisition date
 instead of fair value.
 The
was
not
by
 the adoption of ASU 2021-08, however,
 it
will
consider
this
for
 revenue
with
as
part
of
 combinations
entered
into
on
or
after
 the effective date.

 Accounting Standards Updates Not Yet Adopted
 Standard
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-09,
 Income Tax ( Topic
740) -
 Improvements to Income
 Tax Disclosures
 The
FASB
ASU
2023-09
in
2023,
which
amends ASC
topic

by
enhancing
 rate
reconciliation
and
the
 disclosure of
income taxes paid, income (or
 loss)
from
tax
and
tax
disaggregated
by
national,
state
 and foreign level. Disclosures that no longer
 were considered
cost
beneficial or
 were removed from ASC topic 740
 January 1, 2025
is currently
 the
that
the
of
this
will
have
on
its
and
and
 disclosures.
 FASB ASU 2023-08,
 Intangibles - Goodwill and
 Other - Crypto Assets
 (Subtopic 350-60) -
 Accounting for and
 Disclosure of Crypto

 The
FASB
ASU
2023-08
in
2023,
which
ASC
 subtopic
350-60
by
that
crypto
are
measured
at
fair
value
in
the
 statement
of
each
with
from
 remeasurement
being
in
net
 income.
The
ASU
also
enhanced
for
both
and
interim

to
investors
with
 relevant information
to
analyze and
 the
and
risk
of
 individual crypto asset holdings.
 January 1, 2025
 The Corporation does not expect to be
 impacted by the adoption of this ASU
 since it
hold crypto-assets
for
 its platform users.
 FASB ASU 2023-07,
 Segment Reporting (Topic
 280) - Improvements to
 Reportable Segment
 Disclosures
 The
FASB
ASU
2023-07
in
2023,
which
amends ASC
topic

by
 about significant segment expenses.
 For fiscal years
 beginning on
 January 1, 2024
 For interim periods
 within fiscal years
 beginning after
 January 1, 2025
is currently
 the
that
the
of
this
will
have
on
its
and
and
 disclosures.

 FASB ASU 2023-06,
 Disclosure Improvements -
 Codification Amendments
 in Response to the SEC's

 Disclosure Update and
 Simplification Initiative
 The FASB
issued ASU
2023-06 in
 2023
which
modifies
the
or
of
 subtopics
in
the
Codification
with
the
 purpose of aligning U.S.
GAAP requirement
 with those of the SEC under Regulation S-X
 and S-K.

 The date on which
 the SEC removes
 related disclosure
 requirements from
 Regulation S-X or
 Regulation S-K. If by
 June 30, 2027, the
 SEC has not
 removed the
 requirement from
 Regulation S-X or
 Regulation S-K, the
 pending content of
 the related
 amendment will be
 removed from the
 Codification and will
 not become

 effective for any
 entity.
expect to
be
by
the
of
this
ASU
 since
it
is
to
SEC's
and
 requirements under Regulation S-X and
 S-K.
 FASB ASU 2023-05,
 Business Combinations -
 Joint Venture Formations
 (Subtopic 805-60) -
 Recognition and initial
 measurement
 The
FASB
ASU
2023-05
in
 2023,
which
amends ASC
subtopic
805-60
 to include specific
guidance about how
joint
 ventures
recognize
and
initially
contributed
and
 assumed.
The
amendments
that
a
 joint venture, upon formation, recognize and
 initially
its
and
liabilities at
 fair value.
 January 1, 2025
 Upon
of
this
ASU,
the
 Corporation will
consider this
 for
the
of
and
of
newly
created
joint
 ventures.
 FASB ASU 2023-02,
 Investments—Equity
 Method and Joint
 Ventures (Topic 323) -
 Accounting for
 Investments in Tax Credit
 Structures Using the
 Proportional Amortization
 Method
 The
FASB
ASU
2023-02
in
March
 2023,
which
amend
ASC
topic
by
 permitting
the
election
to
apply
the
 proportional amortization method to account
 for
tax
that
generate
tax
credits
in
 low-income-housing
tax
(LIHTC)
 structures
and
other
tax
if
are
met.
The
ASU
also
 eliminates
the
of
the
ASC
 subtopic
323-740
to
LIHTC
not
for
using
the
proportional
and
instead
 the use of other guidance.
 January 1, 2024
expect to
be
by
the
of
this
ASU
 since
it
does
not
hold
in
 tax equity investments.

 Accounting Standards Updates Not Yet Adopted
 Standard
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-01,
 Leases (Topic 842) -
 Common Control
 Arrangements
 The
FASB
ASU
2023-01
in
March
 2023,
which
ASC
Topic
and
the
 improvements
with
over
the
useful
life
of
the
improvements
to
the
 control group as long
as the lessee controls
 the
use
of
the
underlying assets
through a
 lease.
In
the
ASU
to
for
 improvements
with
 control leases as a transfer between entities
 under
an
to
if,
and
when,
the
 lessee
no
longer
the
use
of
the
 underlying asset.
 January 1, 2024
expect to
be
by
the
of
this
ASU
 since
it
hold common
improvements,
it
 will consider this guidance to
 the
for
and
treatment
of
 improvements associated with common
leases acquired
on
or
after the
 effective date.

 FASB ASU 2022-03, Fair
 Value Measurement
 (Topic 820) - Fair Value
 Measurement of Equity
 Securities Subject to
 Contractual Sale
 Restriction
 The
FASB
ASU
2022-03
in
June
 2022,
which
clarifies
that
a
 restriction that prohibits the sale of an equity
 security is
not considered part
of the unit
of
of
the equity
security,
therefore, is
 not
in
measuring
its
fair
 The
ASU
also
enhanced
 disclosures for equity securities
subject to a
 contractual sale restriction.
 January 1, 2024
 The
does
not
anticipate
 that
the
of
this
 pronouncement
will
have
a
in
its
statement
of
and
of

 Note 4
 –

Business combinations
 Acquisition of key customer channels and business
from Evertec
 On July
1,
2022, BPPR
completed its
previously announced
acquisition of
certain assets
used by
Evertec Group,
LLC ("Evertec
 Group"),
a
wholly
owned
of
Evertec,
Inc.
("Evertec"),
to
BPPR
channels
("Business
Acquisition
 Transaction").
 As
a
of
the closing
of
the Business
Acquisition Transaction,
BPPR
from
Evertec Group
certain critical
channels,
retail
and
digital
and
cash
applications.
In
with
the
 Business Acquisition Transaction, BPPR
also entered into amended and
restated service agreements with Evertec Group
pursuant
 to
which
Group
will
to
and
processing
to
 BPPR and their respective subsidiaries.
amended service
agreements, Evertec
Group no
longer has
exclusive rights
to provide
certain of
Popular's technology
 services. The
amended service
agreements include
discounted pricing
and lowered
caps on
contractual pricing
escalators tied
to
 the Consumer Price Index. As
part of the transaction, BPPR and Evertec
also entered into a revenue sharing
structure for BPPR in
with
its
merchant
acquiring
relationship
with
Evertec.
Under
the
terms
of
the
amended
and
restated
Master
Service
 Agreement ("MSA"), Evertec will be entitled to receive monthly payments
from the Corporation to the extent that Evertec's revenues,
 covered under the MSA, fall below certain agreed
annualized minimum amounts.
 As consideration for the
Business Acquisition Transaction, BPPR delivered
to Evertec Group
 4,589,169

shares of Evertec common
 stock valued at closing at $
 169.2

million (based on Evertec's stock price on June 30, 2022 of $
 36.88
). A total of $
 144.8

million of the
 consideration for
the transaction
was attributed
acquisition of
the critical
channels of
which $
 28.7

million were
attributed to
 Software
Intangible
and
$
 116.1

were
attributed
to
goodwill.
The
was
for
as
a
 combination.
The
$
 24.2

was
attributed
to
the
renegotiation of
the
MSA
with
and
was
as
an
 expense. The Corporation also recorded a credit of $
 6.9

million in Evertec billings under the MSA during the third quarter of 2022 as
 a result of the Business Acquisition Transaction, resulting in a net
expense charge of $
 17.3

 On
15,
2022,
the
completed
the
sale
of
its
 7,065,634

of
stock
of
(the
 "Evertec Stock Sale", and collectively
with the Business Acquisition Transaction,
the "Evertec Transactions"). Following
the Evertec
 Stock
Sale, Popular
no longer
owns any
Evertec common
stock. The
the
gain on
the sale
of
Evertec shares
used as
 consideration
for
the
Business
Acquisition
Transaction
in
exchange
for
the
applications
on
July
1,
2022
and
the
net
 expense associated with the renegotiation of the MSA, together with the Evertec Stock Sale and the related accounting adjustments
 of the Evertec Transactions, resulted in an aggregate after-tax gain
of $
 226.6

million, recorded during the third quarter of 2022.

values of
the consideration
and major
classes of
identifiable assets
acquired by
BPPR as
of
 July 1, 2022.

 Fair Value
 Stock consideration
 $
 144,785
 Total consideration
 $
 144,785
 Assets:
 Developed technology - Software intangible assets

 $
 28,650

 $
 28,650
 Net assets acquired
 $
 28,650
 Goodwill on acquisition
 $
 116,135

 The
is
a
of
the
methods
used
to
the
fair
of
in
the
Business
 Acquisition Transaction:

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

 The goodwill
residual difference
between the consideration
transferred to
Evertec and
the assets
acquired,
the liabilities assumed,
if any.
The entire amount
of goodwill is
deductible for income
tax purposes pursuant
to P.R.
 Revenue Code ("IRC") section 1033.07 over a
 -year period.
 The Corporation believes
that given the
amount of assets
acquired and the
size of
the operations acquired
in relation to
 operations, the historical results of Evertec are not
material to Popular's results, and thus
no pro forma information is presented.

 Note 5 - Restrictions on cash and due from
banks and certain securities
 BPPR is
required by
regulatory agencies
to maintain
average reserve
balances with
Reserve Bank
of New
York
(the
 "Fed") or
other banks.
Those required
average reserve
balances amounted
to
$
 2.7

2023 (December
31,
 2022
-
$
 2.8

billion). Cash
and
due from
banks, as
well
as
other highly
liquid securities,
are
cover
the required
 reserve balances.

 At
31,
2023,
the
held
$

in
in
the
form
of
funds
deposited
in
money
 accounts, debt
securities available for
sale and
equity securities (December
- $

The restricted
assets held
in
 debt securities available for
sale and equity securities
consist primarily of assets
held for the Corporation's
non-qualified retirement
 plans and fund deposits guaranteeing possible liens
or encumbrances over the title of insured
properties.

 Note 6 – Debt securities available-for-sale

 The following tables present
the amortized cost, gross
unrealized gains and losses,
approximate fair value, weighted average
yield
 and contractual maturities of debt securities available-for-sale
at December 31, 2023 and December 31, 2022.

 Gross
 Gross
 Fair

 cost
 gains

 value
 yield
 $
 7,103,518
 $
 $
 59,415
 $
 7,044,629
 3.51
 %
 3,598,209
 170,209
 3,428,084
 1.35
 307,512
 -
 33,164
 274,348
 1.63
 11,009,239
 262,788
 10,747,061
 2.75
 Collateralized mortgage obligations - federal agencies
 17,899
 -
 17,061
 1.55
 20,503
 1,321
 19,184
 2.28
 108,280
 9,868
 98,441
 2.54
mortgage obligations - federal agencies
 146,682
 12,027
 134,686
 2.38
 -
 3.72
 82,310
 3,536
 78,785
 2.34
 792,431
 48,250
 744,256
 2.28
 6,067,353
 1,046,909
 5,021,111
 1.64
 Total mortgage-backed

 6,942,731
 1,098,698
 5,844,786
 1.72
 Other
 1,011
 -
 -
 1,011
 4.00
 1,500
 -
 -
 1,500
 8.50
 Total other

 2,511
 -
 -
 2,511
 6.69
 [1]
 $
 18,101,163
 $
 1,394
 $
 1,373,513
 $
 2.35
 %
 [1]

billion pledged to secure government and trust deposits,
assets sold under agreements to repurchase, credit facilities
and loan
 servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
 11.1

billion serve as collateral for
 public funds.
The Corporation had unpledged Available
for Sale securities with a fair value of
$
 4.6

billion that could be used to increase its
 borrowing facilities.

 Gross

 Gross

 Fair

 cost
 gains

 value
 yield

 $
 4,576,127
 $
 $
 47,156
 $
 4,529,477
 2.42
 %
 6,793,739
 -
 410,858
 6,382,881
 1.35
 308,854
 -
 40,264
 268,590
 1.63
 11,678,720
 498,278
 11,180,948
 1.78
 Collateralized mortgage obligations - federal agencies
 3,914
 -
 3,701
 1.77
 47,979
 -
 3,428
 44,551
 1.73
 127,639
 10,719
 116,944
 2.53
mortgage obligations - federal agencies
 179,532
 14,360
 165,196
 2.30
 74,328
 3,428
 70,911
 2.33
 866,757
 58,997
 807,803
 2.16
 6,762,150
 1,184,626
 5,578,456
 1.61
 Total mortgage-backed

 7,703,235
 1,247,051
 6,457,170
 1.68
 Other
 1,062
 -
 1,060
 3.98
 Total other

 1,062
 -
 1,060
 3.98
 [1]
 $
 19,562,549
 $
 1,516
 $
 1,759,691
 $
 1.75
 %
 [1]
 11.3

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 $
 10.3

billion serve as collateral for
 public funds. The Corporation had unpledged Available
for Sale securities with a fair value of
$
 6.4

billion that could be used to increase its
 borrowing facilities.

 The weighted
average yield
on debt
securities available-for-sale
on amortized
cost; therefore,
it
give
effect to
 changes in fair value.
 Securities
not
due
on
a
maturity
date,
such
as
and
 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, 2023
 by contractual maturity.

 Amortized cost

 $
 7,105,166
 $
 7,046,274
 3,699,918
 3,525,430
 1,120,446
 1,037,788
 6,175,633
 5,119,552
 $
 18,101,163
 $

 At December 31, 2023,
the Corporation did not intend
to sell or believed
it was more likely than
not that it would be
required to sell
 debt
as
available-for-sale.
There
were
 no

debt
sold
the
years
ended
 December 31, 2023 and December 31, 2022. During the year ended December 31, 2021, the Corporation sold U.S Treasury Notes.
 The proceeds from
these sales were
$

million. Gross realized
gains and losses on
the sale of
debt securities available-for-sale
 for the years ended December 31, 2023, 2022 and
2021 were as follows:

 2023
 2022
 2021
 Gross realized gains
 $
 -
 $
 -
 $
 Gross realized losses
 -
 -
 ( 672)
 Net realized gains (losses) on sale of debt securities available
-for-sale
 $
 -
 $
 -
 $

 The
tables
the
fair
value
and
gross
of
debt
available-for-sale,
 aggregated by investment category
and length of time
that individual securities have been
in a continuous unrealized loss
position,
 at December 31, 2023 and 2022.

 Less than 12 months
 12 months or more
 Total
 Gross
 Gross
 Gross
 Fair

 Fair

 Fair

 value

 value

 value

 $
 244,925
 $
 5,126
 $
 6,550,941
 $
 257,662
 $
 6,795,866
 $
 262,788
 Collateralized mortgage obligations - federal agencies

 5,234
 124,930
 11,992
 130,164
 12,027
 37,118
 5,779,260
 1,098,293
 5,816,378
 1,098,698
available-for-sale in an unrealized loss position

 $
 287,277
 $
 5,566
 $
 12,455,131
 $
 1,367,947
 $
 12,742,408
 $
 1,373,513

 Less than 12 months
 12 months or more
 Total
 Gross
 Gross
 Gross
 Fair

 Fair

 Fair

 value

 value

 value

 $
 6,027,786
 $
 288,582
 $
 3,244,572
 $
 209,696
 $
 9,272,358
 $
 498,278
 Collateralized mortgage obligations - federal agencies

 139,845
 10,655
 22,661
 3,705
 162,506
 14,360
 1,740,214
 138,071
 4,662,195
 1,108,980
 6,402,409
 1,247,051
 Other
 -
 -
available-for-sale in an unrealized loss position

 $
 7,907,905
 $
 437,310
 $
 7,929,428
 $
 1,322,381
 $
 15,837,333
 $
 1,759,691

 As of
portfolio of
available-for-sale debt
securities reflects
gross unrealized
losses of
$
 1.4

billion, driven
 mainly by fixed-rate U.S.
Treasury Securities and
mortgage-backed securities, which have been
impacted by a decline
in fair value
 as
a
of
the
rising
rate
environment.
The
of
debt
is
comprised
of
U.S
 Treasuries and obligations from the U.S. Government, its agencies or government sponsored entities, including FNMA, FHMLC and
 GNMA. As
discussed in
Note 2
Statements, these
securities carry
an explicit
or implicit
 from the U.S.
Government, are highly
rated by major
rating agencies, and
have a long
history of no
credit losses. Accordingly,
the
 Corporation applies a zero-credit loss assumption and
no ACL for these securities has been established.

 In October 2022, the
Corporation transferred U.S. Treasury securities
with a fair value
of $
 6.5

billion (par value of
$
 7.4

billion) from
 its available-for-sale portfolio to its held-to-maturity portfolio.
Management changed its intent, given its ability to hold these securities
 to maturity
liquidity position
intention to
reduce the
impact on
accumulated other
 income (loss) ("AOCI") and
tangible capital of further
increases in interest rates.
The securities were reclassified
at fair value at
the
 time of the transfer. At the date of the transfer,
these securities had pre-tax unrealized losses of $

million recorded in AOCI. This
discount is
being accreted
to
unrealized loss
remaining in
AOCI is
being amortized,
offsetting
 each other through the remaining life of the securities.
There were no realized gains or losses recorded
as a result of this transfer.

 Note 7 –Debt securities held-to-maturity

tables present
the amortized
cost, allowance
losses, gross
unrealized gains
and losses,
approximate fair
 value, weighted average yield and contractual
maturities of debt securities held-to-maturity at December
31, 2023 and 2022.

 Value

 Gross

 Gross

 Book
 [1]
 for Credit
 Net of

 Fair

 cost
 Value
 Losses
 gains

 value
 yield

 $
 597,768
 $
 597,768
 $
 -
 $
 597,768
 $
 -
 $
 7,526
 $
 590,242
 2.58
 %
 7,971,072
 7,335,159
 -
 7,335,159
 21,996
 7,313,800
 1.39
 211,061
 188,484
 -
 188,484
 -
 188,297
 1.50
 8,779,901
 8,121,411
 -
 8,121,411
 29,709
 8,092,339
 1.47
 Obligations of Puerto Rico, States and
 political subdivisions
 4,820
 4,820
 4,811
 -
 4,814
 6.17
 20,171
 20,171
 20,024
 19,995
 3.80
 -
 5.80
 39,572
 39,572
 5,596
 33,976
 2,814
 2,766
 34,024
 1.41
 Total obligations of
Puerto Rico, States and
 political subdivisions
 65,408
 65,408
 5,780
 59,628
 2,941
 2,891
 59,678
 2.55
 Collateralized mortgage obligations - federal
 -
 -
 -
 6.44
 1,543
 1,543
 -
 1,543
 -
 1,395
 2.87
mortgage obligations -
 federal agencies
 1,556
 1,556
 -
 1,556
 -
 1,408
 2.90
 Securities in wholly owned statutory business
 trusts
 5,960
 5,960
 -
 5,960
 -
 -
 5,960
 6.33
 Total securities
in wholly owned statutory
 business trusts
 5,960
 5,960
 -
 5,960
 -
 -
 5,960
 6.33
held-to-maturity [2]
 $
 8,852,825
 $
 8,194,335
 $
 5,780
 $
 8,188,555
 $
 3,578
 $
 32,748
 $
 8,159,385
 1.48
 %
 [1]
 Book value includes $

million of net unrealized loss which remains in
Accumulated other comprehensive (loss) income
(AOCI) related to
 certain securities transferred from available-for-sale securities
portfolio to the held-to-maturity securities portfolio as discussed
in Note 6.
 [2]
 8.1

billion pledged to secure public and trust deposits that
the secured parties are not permitted to sell or
repledge the collateral.
The
 Corporation had unpledged held-to-maturities securities with
a fair value of
$
 67.3

million that could be used to increase
its borrowing facilities.

 Value

 Gross

 Gross

 Book
 [1]
 for Credit
 Net of
 Fair

 cost
 Value
 Losses
 gains

 value
 yield

 $
 499,034
 $
 499,034
 $
 -
 $
 499,034
 $
 -
 $
 6,203
 $
 492,831
 2.83
 %
 6,147,568
 5,640,767
 -
 5,640,767
 -
 59,806
 5,580,961
 1.49
 2,638,238
 2,313,666
 -
 2,313,666
 -
 14,857
 2,298,809
 1.41
 9,284,840
 8,453,467
 -
 8,453,467
 -
 80,866
 8,372,601
 1.54
 Obligations of Puerto Rico, States and
 political subdivisions
 `
 4,530
 4,530
 4,522
 -
 4,527
 6.08
 %
 19,105
 19,105
 18,871
 18,939
 4.24
 1,025
 1,025
 -
 1,025
 5.80
 41,261
 41,261
 6,635
 34,626
 4,729
 2,229
 37,126
 1.40
 Total obligations of
Puerto Rico, States and
 political subdivisions
 65,921
 65,921
 6,911
 59,010
 4,918
 2,311
 61,617
 2.61
 Collateralized mortgage obligations - federal
 -
 -
 -
 6.44
mortgage obligations -
 federal agencies
 -
 -
 -
 6.44
 Securities in wholly owned statutory business
 trusts
 5,959
 5,959
 -
 5,959
 -
 -
 5,959
 6.33
 Total securities
in wholly owned statutory
 business trusts
 5,959
 5,959
 -
 5,959
 -
 -
 5,959
 6.33
held-to-maturity [2]
 $
 9,356,739
 $
 8,525,366
 $
 6,911
 $
 8,518,455
 $
 4,918
 $
 83,177
 $
 8,440,196
 1.55
 %
 [1]
 Book value includes $

million of net unrealized loss which remains in Accumulated
other comprehensive (loss) income (AOCI)
 certain securities transferred from available-for-sale securities
portfolio to the held-to-maturity securities portfolio as discussed
in Note 6.
 [2]
 6.9

billion pledged to secure public and trust deposits that
the secured parties are not permitted to sell or repledge
the collateral. The
 Corporation had unpledged held-to-maturities securities with
a fair value of
$
 1.5

billion that could be used to increase its borrowing
facilities.

 Securities not due
on a single
contractual maturity date,
such as collateralized
mortgage obligations, are classified
 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.
table presents the
aggregate amortized cost
and fair value
of debt securities
held-to-maturity at December
 by contractual maturity.

 Amortized cost

 Book Value
 $
 602,601
 $
 602,601
 $
 595,069
 7,991,243
 7,355,330
 7,333,795
 211,906
 189,329
 189,142
 47,075
 47,075
 41,379
 $
 8,852,825
 $
 8,194,335
 $
 8,159,385

 Credit Quality Indicators
 The following describes the credit quality
indicators by major security type that
the Corporation considers in its' estimate
to develop
 the allowance for credit losses for investment securities
held-to-maturity.
 As discussed in Note 2 to the Consolidated Financial Statements, U.S. Treasury securities carry
an explicit guarantee from the U.S.
 Government are
highly rated
by major
rating agencies,
and have
a long
history of
no credit
losses. Accordingly,
 applies a zero-credit loss assumption and no ACL
for these securities has been established.

 At December 31, 2023 and December 31, 2022, the "Obligations
of Puerto Rico, States and political subdivisions" classified
as held-
 to-maturity,
includes securities
issued by
municipalities of
generally not
rated by
a credit
rating agency.
This
 includes $

million of general and special obligation bonds issued by three municipalities of Puerto Rico, that
are payable primarily
 from
property
taxes
imposed
by
the
issuing
31,
2022
-
$

In
the
case
of
 obligations, they
also benefit
from a
pledge of
the full
faith, credit
and unlimited
taxing power
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
 these
For
the
definitions
of
the
risk
ratings,
refer
to
the
Quality
of
Note
to
the
 Financial Statements.
 The
the
cost
basis
of
held
by
the
by
municipalities
of
Rico
 aggregated by the internally assigned standardized
credit risk rating:

 Securities issued by Puerto Rico municipalities
 Watch
 $
 2,255
 $
 13,735
 Pass
 16,565
 10,925
 Total
 $
 18,820
 $
 24,660

the portfolio
of "Obligations
of Puerto
Rico, States
and political
subdivisions" also
includes $

by
the
Rico
Housing
Finance
Authority
("HFA"),
a
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
event of default
and upon the
satisfaction of certain
other conditions (December
31, 2022 -
$

million). These
are
not
rated
by
a
agency.
The
Corporation assesses
the
risk
with
these
by
 evaluating the refreshed
FICO scores of
a representative sample of
the underlying borrowers.
2023, the average
 refreshed
FICO score
representative sample,
comprised of
 %
of
the
nominal value
securities, used
loss
 estimate was
of

(compared to
 %
and
,
31, 2022).
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
deterioration
of
the
Rico
economy
or
of
the
of
the
of
Rico
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.

Note 24
 for additional
 Rico Government.
 At
portfolio of
"Obligations of
Rico, States
and
political subdivisions"
also
$

in
issued by
the HFA
the
underlying source
of
payment is
securities. The
Corporation applies
a
 zero
 -credit loss
assumption for
these securities,
and
no ACL
established for
these securities
given that
 securities carry an explicit
guarantee from the U.S. Government, are
highly rated by major rating
agencies, and have a
long history
 of no credit losses. Refer to Note 2 to the Consolidated
Financial Statements
for further details.

 Delinquency status
 At December 31, 2023 and December 31, 2022,
there were
 no

securities held-to-maturity in past due or non-performing
status.

 Allowance for credit losses on debt securities held-to-maturity
 The following table provides the
activity in the allowance for
credit losses related to debt securities
held-to-maturity by security type
 at December 31, 2023 and December 31, 2022:

 For the year ended December 31,

 2023
 2022
 Obligations of Puerto Rico, States and political subdivisions
 Allowance for credit losses:
 Beginning balance
 $
 6,911
 $
 8,096
 ( 1,131)
 ( 1,185)
 Securities charged-off
 -
 -
 -
 -
 $
 5,780
 $
 6,911

 The
for
for
the
Obligations
of
Rico,
and
political
$
 0.2

for
 securities issued by municipalities of
Puerto Rico, and $
 5.6

million for bonds issued by
the Puerto Rico HFA,
which are secured by
 second mortgage loans on
Puerto Rico residential properties (compared to
$
 0.3

 6.6

million, respectively, at
 31, 2022).

 Note 8 – Loans

 For a summary of the
accounting policies related to loans, interest recognition
and allowance for credit losses refer to
Note 2 to the
 Consolidated Financial Statement.
 During the year ended December 31, 2023, the Corporation recorded purchases (including repurchases) of mortgage loans
of $
 million, which
include $

Purchased Credit
Deteriorated ("PCD")
loans, consumer
loans of
$

million and
 loans of $

million; compared to purchases (including repurchases) of mortgage loans of
$

million, which include $

 PCD loans, consumer loans of $

million, and commercial loans of $

million during the year ended December 31, 2022.

 The
performed
whole-loan
sales
involving
$

of
$

of
 consumer loans,
and $

commercial and construction
loans during
2023 (December
31,
 2022
-
$

of
loans
and
$

commercial and
construction loans).
Also,
year
 ended
31,
2023,
the
securitized
$

of
loans
into
National
Association
("GNMA") mortgage-backed
and $

of
loans
into
National Mortgage
 Association ("FNMA") mortgage-backed securities, compared to $

million, respectively, during the year ended
31,
2022.
Also,
the
securitized
$

of
loans
into
Home
Loan
 Mortgage Corporation ("FHLMC") mortgage-backed securities
during the year ended December 31, 2022.
 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, 2023 and December 31, 2022.

 BPPR
 30-59
 60-89
 Total

 days
 days
 loans
 loans
 $
 $
 -
 $
 1,991
 $
 2,515
 $
 289,427
 $
 291,942
 $
 1,991
 $
 -
 5,510
 8,745
 14,332
 2,990,922
 3,005,254
 8,745
 -
 2,726
 29,430
 32,405
 1,365,978
 1,398,383
 29,430
 -
 6,998
 3,352
 36,210
 46,560
 4,749,666
 4,796,226
 32,826
 3,384
 -
 -
 6,378
 6,378
 163,479
 169,857
 6,378
 -
 260,897
 114,282
 416,528
 791,707
 5,600,117
 6,391,824
 175,106
 241,422
 20,140
 6,719
 8,632
 35,491
 1,696,318
 8,632
 -
 13,243
 9,912
 23,281
 46,436
 1,089,292
 1,135,728
 -
 23,281
 -
 2,392
 2,648
 -
 19,065
 14,611
 19,031
 52,707
 1,723,603
 1,776,310
 19,031
 -
 Auto
 100,061
 27,443
 173,119
 3,487,661
 -
 Other
 1,641
 1,213
 3,058
 147,104
 150,162
 Total
 $
 431,035
 $
 176,849
 $
 597,080
 $
 1,204,964
 $
 23,305,959
 $
 24,510,923
 $
 328,718
 $
 268,362

 30-59
 60-89
 Total

 days
 days
 loans
 loans
 $
 9,141
 $
 2,001
 $
 -
 $
 11,142
 $
 2,112,536
 $
 2,123,678
 $
 -
 $
 -
 1,036
 1,117
 2,719
 2,079,448
 2,082,167
 1,117
 -
 30,560
 -
 6,274
 36,834
 1,645,418
 1,682,252
 6,274
 -
 7,815
 3,881
 12,393
 2,317,502
 2,329,895
 3,772
 -
 -
 -
 -
 789,423
 789,423
 -
 -
 48,818
 7,821
 11,191
 67,830
 1,236,263
 1,304,093
 11,191
 -
 -
 -
 -
 -
 -
 -
 Home equity lines of
 1,472
 3,733
 5,209
 58,096
 63,305
 3,733
 -
 2,222
 1,948
 2,805
 6,975
 161,962
 168,937
 2,805
 -
 Other
 -
 10,274
 10,279
 -
 Total
 $
 100,598
 $
 13,507
 $
 29,002
 $
 143,107
 $
 10,410,941
 $
 10,554,048
 $
 28,893
 $

 30-59
 60-89
 Total
 days
 days
 [2] [3]
 loans
 loans
 $
 9,665
 $
 2,001
 $
 1,991
 $
 13,657
 $
 2,401,963
 $
 $
 1,991
 $
 -
 6,076
 1,113
 9,862
 17,051
 5,070,370
 9,862
 -
 33,286
 35,704
 69,239
 3,011,396
 35,704
 -
 14,813
 4,049
 40,091
 58,953
 7,067,168
 36,598
 3,493
 -
 -
 6,378
 6,378
 952,902
 6,378
 -
 [1]
 309,715
 122,103
 427,719
 859,537
 6,836,380
 186,297
 241,422
 20,140
 6,719
 8,632
 35,491
 1,696,318
 8,632
 -
 13,243
 9,912
 23,281
 46,436
 1,089,311
 -
 23,281
 1,702
 3,759
 5,465
 60,488
 3,733
 21,287
 16,559
 21,836
 59,682
 1,885,565
 21,836
 -
 Auto
 100,061
 27,443
 173,119
 3,487,661
 -
 Other
 1,645
 1,214
 3,063
 157,378
 Total
 $
 531,633
 $
 190,356
 $
 626,082
 $
 1,348,071
 $
 33,716,900
 $
 35,064,971
 $
 357,611
 $
 268,471

 [1]
 It is the Corporation's policy to report delinquent residential
mortgage loans insured by Federal Housing Administration
("FHA") or guaranteed by
 the U.S. Department of Veterans Affairs
("VA") as accruing loans past
due 90 days or more as opposed to non-performing
since the principal
 repayment is insured.
These balances include $

million of residential mortgage loans insured by
FHA or guaranteed by the VA
that are no
 longer accruing interest as of December 31, 2023. Furthermore,
as of December 31, 2023, the Corporation had approximately
$

 reverse mortgage loans which are guaranteed by FHA,
but which are currently not accruing interest. Due to the
guaranteed nature of the loans, it
 is the Corporation's policy to exclude these balances
from non-performing assets.
 [2]
 Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.
 [3]
 14.2

billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or repledge
the collateral,
 of which $
 7.0

billion were pledged at the Federal Home Loan Bank
("FHLB") as collateral for borrowings and $
 7.2

billion at the Federal Reserve
 Bank ("FRB") for discount window borrowings. As of December
31, 2023, the Corporation had an available borrowing
facility with the FHLB and
 the discount window of Federal Reserve Bank of New York
of $
 3.5

 4.4

billion, respectively.

 BPPR
 30-59
 60-89

 Total

days

days
 loans
 loans
 $
 $
 -
 $
 $
 $
 280,706
 $
 281,373
 $
 $
 -
 23,662
 25,031
 2,732,296
 2,757,327
 23,662
 -
 23,990
 24,964
 1,563,092
 1,588,056
 23,990
 -
 3,036
 35,777
 39,754
 3,756,754
 3,796,508
 34,277
 1,500
 -
 -
 -
 -
 147,041
 147,041
 -
 -
 222,926
 91,881
 579,993
 894,800
 5,215,479
 6,110,279
 242,391
 337,602
 11,983
 3,563
 5,941
 21,487
 1,564,252
 5,941
 -
 7,106
 5,049
 11,910
 24,065
 1,017,766
 1,041,831
 -
 11,910
 -
 -
 -
 -
 2,954
 2,954
 -
 -
 13,232
 8,752
 18,082
 40,066
 1,545,621
 1,585,687
 18,082
 -
 Auto
 68,868
 19,243
 129,089
 3,383,441
 -
 Other
 12,682
 13,256
 124,324
 137,580
 12,446
 Total
 $
 329,733
 $
 130,189
 $
 753,257
 $
 1,213,179
 $
 21,333,726
 $
 22,546,905
 $
 402,009
 $
 351,248

 30-59
 60-89

 Total

days

days
 loans
 loans
 $
 2,177
 $
 -
 $
 -
 $
 2,177
 $
 2,038,163
 $
 2,040,340
 $
 -
 $
 -
 -
 1,454
 1,938
 1,740,405
 1,742,343
 1,454
 -
 -
 -
 5,095
 5,095
 1,485,398
 1,490,493
 5,095
 -
 12,960
 2,205
 4,685
 19,850
 2,022,842
 2,042,692
 4,319
 -
 -
 -
 -
 610,943
 610,943
 -
 -
 16,131
 5,834
 20,488
 42,453
 1,244,739
 1,287,192
 20,488
 -
 -
 -
 -
 -
 -
 -
 4,110
 4,684
 64,278
 68,962
 4,110
 -

 1,808
 1,467
 1,958
 5,233
 232,659
 237,892
 1,958
 -
 Other
 -
 -
 9,960
 9,968
 -
 Total
 $
 33,973
 $
 9,667
 $
 37,798
 $
 81,438
 $
 9,449,426
 $
 9,530,864
 $
 37,432
 $

 30-59
 60-89

 Total

days

days
 [2]
 [3]
 loans
 loans
 $
 2,602
 $
 -
 $
 $
 2,844
 $
 2,318,869
 $
 $
 $
 -
 1,425
 25,116
 26,969
 4,472,701
 25,116
 -
 29,085
 30,059
 3,048,490
 29,085
 -
 15,996
 3,146
 40,462
 59,604
 5,779,596
 38,596
 1,866
 -
 -
 -
 -
 -
 -
 [1]
 239,057
 97,715
 600,481
 937,253
 6,460,218
 262,879
 337,602
 11,983
 3,563
 5,941
 21,487
 1,564,252
 5,941
 -
 7,106
 5,049
 11,910
 24,065
 1,017,805
 -
 11,910
 4,110
 4,684
 67,232
 4,110
 -
 15,040
 10,219
 20,040
 45,299
 1,778,280
 20,040
 -
 Auto
 68,868
 19,243
 129,089
 3,383,441
 -
 Other
 12,690
 13,264
 134,284
 12,454
 Total
 $
 363,706
 $
 139,856
 $
 791,055
 $
 1,294,617
 $
 30,783,152
 $
 32,077,769
 $
 439,441
 $
 351,614

 [1]
 It is the Corporation's policy to report delinquent residential
mortgage loans insured by FHA or guaranteed
by the VA as accruing loans
 90 days or more as opposed to non-performing since
the principal repayment is insured.
These balances also include $

million of residential
 mortgage loans insured by FHA or guaranteed by the VA
that are no longer accruing interest as of December
31, 2022. Furthermore, as of
 December 31,2022, the Corporation had approximately $

million in reverse mortgage loans which are guaranteed
by FHA, but which are
 currently not accruing interest. Due to the guaranteed nature
of the loans, it is the Corporation's policy to exclude
these balances from non-
 performing assets.
 [2]
 Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.
 [3]
 7.4

billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or
repledge the collateral,
 of which $
 4.8

billion were pledged at the Federal Home Loan Bank
(FHLB) as collateral for borrowings and $
 2.6

billion at the Federal Reserve
 Bank (FRB) for discount window borrowings. As of December
31, 2022, the Corporation had an available borrowing
facility with the FHLB and the
 discount window of Federal Reserve Bank of New York
of $
 2.1

 1.4

billion, respectively.

 Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments
 of principal or interest. The Corporation discontinues the recognition of interest income on residential mortgage loans insured by the
 FHA or
guaranteed by
VA
when 15
months delinquent
as to
principal or
interest, since
the principal
repayment on
these loans
is
 insured.
31, 2023, mortgage
loans held-in-portfolio include
$
 2.2

billion (December 31,
2022 -
$
 2.0

billion) of loans
insured by
 the FHA, or guaranteed by the VA
of which $
 241.6

 337.8

million) are 90 days or more past
due. The
 portfolio of guaranteed loans includes
$

million of residential mortgage loans
in Puerto Rico that
are no longer accruing
 as of December
31, 2023 (December 31,
2022 - $

million). The Corporation has

million in reverse mortgage
 loans in Puerto Rico which
are guaranteed by FHA, but which
are currently not accruing interest at
December 31, 2023 (December
 31, 2022 - $

 Loans with
a delinquency status
of 90
days past due
as of
include $

million in loans
previously pooled into
 GNMA securities (December 31, 2022 -
$

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
are
be
reflected on
the
financial statements
of BPPR
with
an
offsetting
liability.
Loans
in
our
GNMA
 portfolio benefit
from payment
forbearance programs
but continue
to reflect
the contractual
delinquency until
the borrower
repays
 deferred payments or completes a payment deferral
modification or other borrower assistance alternative.

 The components of the net financing leases,
including finance leases within the C&I category,
receivable at December 31, 2023 and
 2022 were as follows:

 2023
 2022
 Total minimum lease
 $
 1,499,230
 $
 1,336,173
 Estimated residual value of leased property
 685,757
 605,638
 Deferred origination costs, net of fees
 25,634
 24,909
 Less - Unearned financing income
 351,026
 293,091
 Net minimum lease payments
 1,859,595
 1,673,629
 Less - Allowance for credit losses
 10,920
 22,216
 Net minimum lease payments, net of allowance for credit losses
 $
 1,848,675
 $
 1,651,413

 At December 31, 2023, future minimum lease payments
are expected to be received as follows:

 2024
 $
 69,188
 2025
 92,293
 2026
 138,254
 2027
 249,775
 2028
 339,962
 2029 and thereafter
 609,758
 Total
 $
 1,499,230

 The following tables present the amortized cost basis
of non-accrual loans as of December 31, 2023
and December 31, 2022 by
 class of loans:

 BPPR
 with
 with
 with
 $
 -
 $
 1,991
 $
 -
 $
 -
 $
 -
 $
 1,991
 3,695
 5,050
 -
 1,117
 3,695
 6,167
 20,432
 8,998
 3,877
 2,397
 24,309
 11,395
 6,991
 25,835
 -
 3,772
 6,991
 29,607
 -
 6,378
 -
 -
 -
 6,378
 84,677
 90,429
 11,071
 84,797
 101,500
 8,151
 -
 -
 8,151

 -
 -
 -
 3,733
 -
 3,733

 3,589
 15,442
 -
 2,805
 3,589
 18,247

Auto

 1,833
 43,782
 -
 -
 1,833
 43,782

Other
 -
 Total
 $
 121,961
 $
 206,757
 $
 3,997
 $
 24,896
 $
 125,958
 $
 231,653

 BPPR
 with
 with
 with
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 15,639
 8,023
 1,454
 -
 17,093
 8,023
 9,070
 14,920
 5,095
 -
 14,165
 14,920
 20,227
 14,050
 -
 4,319
 20,227
 18,369
 119,027
 123,364
 20,417
 119,098
 143,781
 5,483
 -
 -
 5,483

 -
 -
 -
 4,110
 -
 4,110

 4,623
 13,459
 -
 1,958
 4,623
 15,417

Auto

 1,177
 39,801
 -
 -
 1,177
 39,801

Other
 12,183
 -
 12,191
 Total
 $
 170,484
 $
 231,525
 $
 6,620
 $
 30,812
 $
 177,104
 $
 262,337

 Loans in non-accrual status with no
allowance at December 31, 2023 include
$

million in collateral dependent loans (December
 31,
2022
-
$

The
Corporation recognized
$

in
on
non-accrual loans
the
year
ended
 December 31, 2023 (December 31, 2022 - $

 The Corporation has
designated loans classified as
collateral dependent for
which the ACL
is measured based
on the fair
 the collateral less
cost to sell,
when foreclosure is
probable or when
the repayment is
expected to be
provided substantially by the
 sale or
operation of
the collateral
borrower is
experiencing financial
difficulty.
The fair
the collateral
on
 appraisals, which may be
adjusted due to their
age, and the
type, location, and condition
of the property
or area or general
 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, 2023 and December 31, 2022:

 Real Estate
 Auto
 Equipment
 Other
 Total
 BPPR
 $
 1,339
 $
 -
 $
 -
 $
 -
 $
 1,339
 160,555
 -
 -
 -
 160,555
 25,848
 -
 -
 -
 25,848
 1,103
 -
 -
 30,287
 31,390
 6,378
 -
 -
 -
 6,378
 85,113
 -
 -
 -
 85,113
 -
 1,373
 -
 -
 1,373
 4,338
 -
 -
 -
 4,338
 Auto
 -
 12,965
 -
 -
 12,965
 Other
 -
 -
 -
 Total BPPR
 $
 284,674
 $
 14,338
 $
 -
 $
 30,592
 $
 329,604
 $
 3,877
 $
 -
 $
 -
 $
 -
 $
 3,877
 -
 -
 5,990
 -
 -
 -
 5,990
 1,303
 -
 -
 -
 1,303
 Total Popular U.S.
 $
 11,170
 $
 -
 $
 $
 $
 11,675
 $
 1,339
 $
 -
 $
 -
 $
 -
 $
 1,339
 160,555
 -
 -
 -
 160,555
 29,725
 -
 -
 -
 29,725
 1,103
 -
 30,687
 31,895
 12,368
 -
 -
 -
 12,368
 86,416
 -
 -
 -
 86,416
 -
 1,373
 -
 -
 1,373
 4,338
 -
 -
 -
 4,338
 Auto
 -
 12,965
 -
 -
 12,965
 Other
 -
 -
 -
Inc.
 $
 295,844
 $
 14,338
 $
 $
 30,992
 $
 341,279

 Real Estate
 Auto
 Equipment
 Accounts
 Receivables
 Other
 Total
 BPPR
 $
 1,329
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,329
 202,980
 -
 -
 -
 -
 202,980
 18,234
 -
 -
 -
 -
 18,234
 1,345
 -
 9,853
 20,985
 32,215
 128,069
 -
 -
 -
 -
 128,069
 -
 1,020
 -
 -
 -
 1,020
 5,381
 -
 -
 -
 -
 5,381
 Auto
 -
 9,556
 -
 -
 -
 9,556
 Other
 -
 -
 -
 -
 Total BPPR
 $
 357,338
 $
 10,576
 $
 $
 9,853
 $
 21,248
 $
 399,047
 $
 1,454
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,454
 5,095
 -
 -
 -
 -
 5,095
 -
 -
 -
 -
 1,104
 -
 -
 -
 -
 1,104
 Total Popular U.S.
 $
 7,653
 $
 -
 $
 $
 -
 $
 -
 $
 7,789
 $
 1,329
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,329
 204,434
 -
 -
 -
 -
 204,434
 23,329
 -
 -
 -
 -
 23,329
 1,345
 -
 9,853
 20,985
 32,351
 129,173
 -
 -
 -
 -
 129,173
 -
 1,020
 -
 -
 -
 1,020
 5,381
 -
 -
 -
 -
 5,381
 Auto
 -
 9,556
 -
 -
 -
 9,556
 Other
 -
 -
 -
 -
Inc.
 $
 364,991
 $
 10,576
 $
 $
 9,853
 $
 21,248
 $
 406,836

 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:

 Purchase price of loans at acquisition
 $
 $
 3,144
 Allowance for credit losses at acquisition
 Non-credit discount / (premium) at acquisition
 Par value of acquired loans at acquisition
 $
 $
 4,199

 Note 9 – Allowance for credit losses – loans

 The
 Corporation follows
the current
expected credit
loss ("CECL")
model, to
establish and
evaluate the
adequacy of
the ACL
to
 provide for
expected losses
loan portfolio.
This model
establishes a forward-looking
methodology that
reflects the
 credit losses over the lives of financial assets, starting when such
assets are first acquired or originated. In addition, CECL provides
 that
the
initial ACL
on PCD
assets be
recorded as
an
increase to
the
purchase price,
with subsequent
changes to
the
as
a
loss
expense.
The
for
in
is
based
on
this
 methodology.
Loan losses
are charged,
and recoveries
are credited
ACL. The
Corporation's modeling
framework includes
 competing risk
models that
generate lifetime
default and
prepayment estimates as
other loan
level techniques
to estimate
 loss
severity.
These
combine
risk
which
the
of
loan
modifications,
with
 expectations to derive the lifetime expected loss.

 As part of
the Corporation's model
governance procedures, a new
model was implemented
during the third
quarter of 2023
 U.S commercial real estate segment.
The new model enhances techniques
used to capture default
activity within the Corporation's
 geographical footprint. As part of the implementation
analysis management evaluated the credit metrics of
the portfolio such as risk
 ratings,
delinquency levels,
and
low exposure
to
the commercial
office
sector.
Qualitative reserves
be maintained
to
 address
risks
the
U.
S.
real
segment.
The
new
model
accounted for
$
 million of PB's reduction in ACL during the third quarter
of 2023.
 At
31,2023,
the
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
outlook
and
downside
risk.
The
weightings
are
to
 evaluation on
a quarterly
basis as
the ACL's
governance process. The
Corporation evaluates, at
least on
an annual
 the
tied
to
the
CECL
framework.
These
the
and
as
well
as
the
 reversion
window.
third
of
2022,
as
part
of
its
evaluation
procedures, the
Corporation decided
to
extend
the
 reversion
window
from
year
to
The
extension
in
the
reversion
window
in
a
better
representation
of
 movements for key
macroeconomic variables that
impact the ACL.
The reasonable and
supportable period assumptions
remained
 unchanged at 2 years.
 The baseline
scenario assumes
a 2024
annualized GDP
growth for
of 1.21%
and 1.65%.
For
 2023, annualized
expected growth
was 2.0%
and 2.4%
for Puerto
Rico and
United States,
The reduction
in 2024
is
 due to the Fed's monetary policy.

 The 2024 average unemployment rate is forecasted at 6.79% and 3.95% for Puerto Rico and United States, respectively, compared
 to 2023 average level 6.1% for Puerto Rico
and 3.7% for the United States.

 The
tables
the
in
the
ACL
of
loans
and
unfunded
commitments
for
the
years
ended
 December 31, 2023 and 2022.

 BPPR
 Impact of
 Allowance for
 Net write
 down
 Adopting
 ASU 2022-02
 PCD Loans
 Charge-off
 $
 5,210
 $
 -
 $
 ( 1,597)
 $
 -
 $
 -
 $
 $
 -
 $
 3,614
 52,475
 -
 -
 ( 1,130)
 1,429
 -
 53,754
 48,393
 ( 1,161)
 ( 5,495)
 -
 ( 4,437)
 3,337
 -
 40,637
 68,217
 ( 552)
 29,911
 -
 ( 7,739)
 17,740
 -
 107,577
 174,295
 ( 1,713)
 23,799
 -
 ( 13,306)
 22,507
 -
 205,582
 2,978
 -
 4,926
 -
 ( 2,611)
 -
 5,294
 117,344
 ( 33,556)
 ( 25,295)
 ( 1,638)
 15,496
 -
 72,440
 ( 35)
 ( 3,836)
 -
 ( 10,879)
 3,840
 -
 9,708

 -
 54,649
 -
 ( 41,007)
 8,776
 80,487

 -
 ( 155)
 -
 ( 213)
 -

 96,369
 ( 7,020)
 74,226
 -
 ( 71,977)
 9,583
 -
 101,181

Auto
 ( 21)
 63,185
 -
 ( 55,306)
 20,338
 -
 157,931

Other
 15,433
 -
 3,335
 -
 ( 12,454)
 -
 7,132
 300,310
 ( 7,041)
 195,240
 -
 ( 180,957)
 39,883
 346,834
 $
 615,545
 $
 ( 42,345)
 $
 194,834
 $
 $
 ( 209,391)
 $
 81,727
 $
 $
 639,858
 $
 4,336
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,062
 2,022
 -
 ( 404)
 -
 -
 -
 -
 1,618
 $
 6,358
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 6,680
 [1]

 Impact of

 Adopting
 ASU 2022-02
 $
 21,101
 $
 -
 $
 ( 10,980)
 $
 -
 $
 $
 10,126
 19,065
 -
 ( 9,222)
 ( 193)
 2,049
 11,699
 8,688
 -
 8,851
 ( 1,395)
 16,227
 12,227
 -
 4,557
 ( 3,875)
 1,870
 14,779
 61,081
 -
 ( 6,794)
 ( 5,463)
 4,007
 52,831
 1,268
 -
 6,124
 -
 -
 7,392
 17,910
 ( 2,098)
 ( 5,248)
 -
 10,774

 -
 -
 ( 1)
 -
 -

 2,439
 -
 ( 1,058)
 ( 471)
 1,875

 22,057
 ( 1,140)
 13,521
 ( 19,971)
 2,142
 16,609

Other
 -
 ( 171)
 24,498
 ( 1,140)
 12,623
 ( 20,614)
 3,119
 18,486
 $
 104,757
 $
 ( 3,238)
 $
 6,705
 $
 ( 26,077)
 $
 7,336
 $
 89,483
 $
 1,175
 $
 -
 $
 $
 -
 $
 -
 $
 1,851
 1,184
 -
 7,262
 -
 -
 8,446
 -
 ( 59)
 -
 -
 $
 2,447
 $
 -
 $
 7,879
 $
 -
 $
 -
 $
 10,326
 [1]

 Impact
 for
 Net write
 down
 of adopting
 ASU 2022-02
 PCD Loans
 $
 26,311
 $
 -
 $
 ( 12,577)
 $
 -
 $
 -
 $
 $
 -
 $
 13,740
 71,540
 -
 ( 8,242)
 -
 ( 1,323)
 3,478
 -
 65,453
 57,081
 ( 1,161)
 3,356
 -
 ( 5,832)
 3,420
 -
 56,864
 80,444
 ( 552)
 34,468
 -
 ( 11,614)
 19,610
 -
 122,356
 235,376
 ( 1,713)
 17,005
 -
 ( 18,769)
 26,514
 -
 258,413
 4,246
 -
 11,050
 -
 ( 2,611)
 -
 12,686
 135,254
 ( 35,654)
 ( 30,543)
 ( 1,638)
 15,706
 -
 83,214
 ( 35)
 ( 3,836)
 -
 ( 10,879)
 3,840
 -
 9,708

 -
 54,650
 -
 ( 41,008)
 8,776
 80,487

 2,542
 -
 ( 1,213)
 -
 ( 684)
 1,333
 -
 1,978

 118,426
 ( 8,160)
 87,747
 -
 ( 91,948)
 11,725
 -
 117,790

Auto
 ( 21)
 63,185
 -
 ( 55,306)
 20,338
 -
 157,931

Other
 15,435
 -
 3,494
 -
 ( 12,625)
 -
 7,134
 324,808
 ( 8,181)
 207,863
 -
 ( 201,571)
 43,002
 365,320
 $
 $
 ( 45,583)
 $
 201,539
 $
 $
 ( 235,468)
 $
 89,063
 $
 $
 $
 5,511
 $
 -
 $
 1,402
 $
 -
 $
 -
 $
 -
 $
 -
 $
 6,913
 3,206
 -
 6,858
 -
 -
 -
 -
 10,064
 -
 ( 59)
 -
 -
 -
 -
 $
 8,805
 $
 -
 $
 8,201
 $
 -
 $
 -
 $
 -
 $
 -
 $
 17,006
 [1]

 BPPR
 Allowance for
 PCD Loans
 $
 3,050
 $
 2,160
 $
 -
 $
 -
 $
 -
 $
 5,210
 45,211
 5,744
 -
 ( 34)
 1,554
 52,475
 54,176
 ( 12,405)
 -
 ( 1,063)
 7,685
 48,393
 49,491
 15,976
 -
 ( 6,141)
 8,891
 68,217
 151,928
 11,475
 -
 ( 7,238)
 18,130
 174,295
 1,641
 -
 -
 2,978
 138,286
 ( 37,600)
 ( 5,105)
 20,848
 117,344
 17,578
 6,832
 -
 ( 7,107)
 3,315

 43,499
 32,582
 -
 ( 26,210)
 8,799

 ( 273)
 -
 ( 191)

 71,022
 54,279
 -
 ( 36,179)
 7,247
 96,369

Auto
 154,498
 -
 ( 42,143)
 16,537

Other
 15,612
 -
 ( 2,029)
 15,433
 284,729
 88,311
 -
 ( 106,752)
 34,022
 300,310
 $
 594,162
 $
 69,544
 $
 $
 ( 126,202)
 $
 77,126
 $
 615,545
 $
 1,751
 $
 2,585
 $
 -
 $
 -
 $
 -
 $
 4,336
 2,388
 ( 366)
 -
 -
 -
 2,022
 $
 4,139
 $
 2,219
 $
 -
 $
 -
 $
 -
 $
 6,358
 [1]

 $
 25,418
 $
 ( 4,338)
 $
 -
 $
 $
 21,101
 22,246
 5,468
 ( 8,671)
 19,065
 6,053
 2,276
 ( 6)
 8,688
 10,160
 1,191
 ( 1,335)
 2,211
 12,227
 63,877
 4,597
 ( 10,012)
 2,619
 61,081
 4,722
 ( 4,586)
 -
 1,132
 1,268
 16,192
 1,706
 ( 68)
 17,910

 -
 ( 13)
 -
 -

 3,708
 ( 3,713)
 ( 430)
 2,874
 2,439

 12,700
 15,619
 ( 7,404)
 1,142
 22,057

Other
 ( 202)
 16,413
 12,046
 ( 8,036)
 4,075
 24,498
 $
 101,204
 $
 13,763
 $
 ( 18,116)
 $
 7,906
 $
 104,757
 $
 1,384
 $
 ( 209)
 $
 -
 $
 -
 $
 1,175
 2,337
 ( 1,153)
 -
 -
 1,184
 -
 -
 $
 3,758
 $
 ( 1,311)
 $
 -
 $
 -
 $
 2,447
 [1]

 Allowance for
 PCD Loans
 $
 28,468
 $
 ( 2,178)
 $
 -
 $
 -
 $
 $
 26,311
 67,457
 11,212
 -
 ( 8,705)
 1,576
 71,540
 60,229
 ( 10,129)
 -
 ( 1,069)
 8,050
 57,081
 59,651
 17,167
 -
 ( 7,476)
 11,102
 80,444
 215,805
 16,072
 -
 ( 17,250)
 20,749
 235,376
 6,363
 ( 4,060)
 -
 -
 1,943
 4,246
 154,478
 ( 35,894)
 ( 5,173)
 20,928
 135,254
 17,578
 6,832
 -
 ( 7,107)
 3,315

 43,499
 32,569
 -
 ( 26,210)
 8,812

 3,806
 ( 3,986)
 -
 ( 621)
 3,343
 2,542

 83,722
 69,898
 -
 ( 43,583)
 8,389
 118,426

Auto
 154,498
 -
 ( 42,143)
 16,537

Other
 15,617
 1,033
 -
 ( 2,231)
 1,016
 15,435
 301,142
 100,357
 -
 ( 114,788)
 38,097
 324,808
 $
 695,366
 $
 83,307
 $
 $
 ( 144,318)
 $
 85,032
 $
 $
 3,135
 $
 2,376
 $
 -
 $
 -
 $
 -
 $
 5,511
 4,725
 ( 1,519)
 -
 -
 -
 3,206
 -
 -
 -
 $
 7,897
 $
 $
 -
 $
 -
 $
 -
 $
 8,805
 [1]

 Modifications
 A
modification
constitutes
a
in
loan
terms
in
the
form
of
forgiveness,
an
rate
reduction,
other
than-
 insignificant payment delay, term extension or combination of the above made
to a borrower experiencing financial difficulty.
 The amount of outstanding commitments to lend additional funds to debtors with financial difficulties owing receivables whose terms
 have been modified during the year ended December 31, 2023 amounted to $

million related to the commercial
and construction
 loan portfolios.

 The following tables show the amortized cost basis of the loans modified to borrowers experiencing financial difficulties at the end of
 the reporting
period disaggregated by
class of
financing receivable
and type
of concession
granted for
 31,2023. Loans modified to borrowers under financial difficulties that were fully paid
down, charged-off or foreclosed upon by period
 end are not reported.

 Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the year ended December 31,2023
 Interest Rate Reduction
 BPPR
 $
 141,291
 10.10
 %
 $
 -
 -
 %
 $
 141,291
 4.59
 %
 -
 %
 -
 -
 %
 -
 %
 -
 %
 -
 -
 %
 -
 %

 0.06
 %
 -
 -
 %
 0.06
 %

 0.04
 %
 -
 %
 0.04
 %

Other
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 143,151
 0.58
 %
 $
 -
 %
 $
 143,153
 0.41
 %
 Term Extension
 BPPR
 $
 33,318
 1.11
 %
 $
 -
 -
 %
 $
 33,318
 0.65
 %
 4,921
 0.35
 %
 60,669
 3.61
 %
 65,590
 2.13
 %
 39,445
 0.82
 %
 0.01
 %
 39,695
 0.56
 %
 -
 -
 %
 5,990
 0.76
 %
 5,990
 0.62
 %
 53,447
 0.84
 %
 5,450
 0.42
 %
 58,897
 0.77
 %

 0.02
 %
 0.08
 %
 0.03
 %

Auto
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 131,635
 0.54
 %
 $
 72,488
 0.69
 %
 $
 204,123
 0.58
 %
 Other-Than-Insignificant Payment Delays
 BPPR
 $
 1,854
 0.06
 %
 $
 -
 -
 %
 $
 1,854
 0.04
 %
 16,068
 1.15
 %
 13,468
 0.80
 %
 29,536
 0.96
 %
 10,545
 0.22
 %
 0.03
 %
 11,359
 0.16
 %
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 28,604
 0.12
 %
 $
 14,282
 0.14
 %
 $
 42,886
 0.12
 %
 Combination - Term extension
and Interest Rate Reduction
 BPPR
 $
 0.02
 %
 $
 -
 -
 %
 $
 -
 %
 19,983
 0.66
 %
 $
 -
 -
 %
 19,983
 0.39
 %
 14,416
 1.03
 %
 -
 -
 %
 14,416
 0.47
 %
 0.01
 %
 -
 -
 %
 -
 %
 37,179
 0.58
 %
 0.03
 %
 37,584
 0.49
 %

 2,318
 0.13
 %
 0.04
 %
 2,380
 0.12
 %

Auto
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 74,323
 0.30
 %
 $
 -
 %
 $
 74,790
 0.21
 %

 Combination - Other-Than-Insignificant Payment Delays
and Interest Rate Reduction
 $
 0.01
 %
 $
 -
 -
 %
 $
 -
 %
 -
 %
 -
 -
 %
 -
 %

 0.07
 %
 -
 -
 %
 0.07
 %
 Total
 $
 1,193
 -
 %
 $
 -
 -
 %
 $
 1,193
 -
 %
 Combination - Other-Than-Insignificant Payment Delays
and Principal Forgiveness
 $
 0.01
 %
 $
 -
 -
 %
 $
 0.01
 %
 Total
 $
 -
 %
 $
 -
 -
 %
 $
 -
 %

 The following table describes the financial effect of the
modifications made to borrowers experiencing
financial difficulties:

 Interest rate reduction
 Loan Type
 Financial Effect
 7.5
 % to
 5.3
 %.
 9.1
 % to
 7.3
 %.
 8.4
 % to
 6.6
 %.
 17.8
 % to
 7.8
 %.
 5.8
 % to
 4.2
 %.
 18.8
 % to
 4.5
 %.
 17.8
 % to
 9.3
 %.
 Auto
 12.64
 % to
 12.62
 %.
 Other
.0% to 0.0%.
 Term extension
 Loan Type
 Financial Effect

year to the life of loans.

year to the life of loans.

 Auto

 Principal forgiveness
 Loan Type
 Financial Effect
 Reduced the amortized cost basis of the loans by $

thousand.
 Other than insignificant payment delay
 Loan Type
 Financial Effect

 The
following table
presents,
by class,
the
performance of
loans
that
have
been
year
ended
 2023.

The past due 90 days or more categories includes all loans modified classified
as non-accruing at the time of the modification.
 These loans will continue in non-accrual status, and presented as past
due 90 days or more, until the borrower has
demonstrated a
 willingness and ability to
make the restructured loan
payments (at least six
months of sustained
performance after the modification
 or one year
for loans providing
for quarterly or
semi-annual payments) and
management has concluded that
it is probable
 borrower would not be in payment default in the
foreseeable future.

 BPPR

 Past Due 90 days or more [1]
 30-59 days
 60-89 days
 Past due 90
 days or more
 Total past
 due
 Total
 With Payment
 Default
 Without
 Payment Default
 $
 -
 $
 -
 $
 $
 $
 -
 $
 $
 -
 $
 -
 -
 2,094
 2,094
 53,241
 55,335
 -
 2,094
 -
 2,267
 2,606
 174,248
 176,854
 -
 2,267
 2,519
 14,881
 17,477
 33,117
 50,594
 14,325
 7,520
 3,358
 28,128
 39,006
 52,058
 91,064
 8,319
 19,809

 1,110
 1,514

 -
 2,557
 3,514

Auto
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 10,577
 $
 3,486
 $
 48,561
 $
 62,624
 $
 316,440
 $
 379,064
 $
 9,114
 $
 39,447
 [1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
 to make the restructured loan payments. 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 with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.

 Past Due 90 days or more [1]
 30-59 days
 60-89 days
 Past due 90
 days or more
 Total past
 due
 Total
 With Payment
 Default
 Without
 Payment Default
 $
 -
 $
 -
 $
 -
 $
 -
 $
 74,137
 $
 74,137
 $
 -
 $
 -
 -
 -
 1,064
 -
 -
 -
 -
 -
 -
 5,990
 5,990
 -
 -
 -
 -
 5,467
 5,855
 -

 -
 -
 -
 Total
 $
 -
 $
 $
 $
 $
 86,476
 $
 87,239
 $
 -
 $
 [1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
 to make the restructured loan payments. 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 with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.

 Past Due 90 days or more [1]
 30-59 days
 60-89 days
 Past due 90
 days or more
 Total past
 due
 Total
 With Payment
 Default
 Without
 Payment Default
 $
 -
 $
 -
 $
 $
 $
 -
 $
 $
 -
 $
 -
 -
 2,094
 2,094
 53,241
 55,335
 -
 2,094
 -
 2,267
 2,606
 248,385
 250,991
 -
 2,267
 2,519
 14,881
 17,727
 33,931
 51,658
 14,325
 -
 -
 -
 -
 5,990
 5,990
 -
 -
 7,520
 3,358
 28,516
 39,394
 57,525
 96,919
 8,319
 20,197

 1,110
 1,514

 -
 1,082
 2,625
 3,707

Auto
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 10,577
 $
 3,736
 $
 49,074
 $
 63,387
 $
 402,916
 $
 466,303
 $
 9,114
 $
 39,960
 [1] Loans that were in non-accrual status at the time
of modification are presented as past due until the borrower
has demonstrated a willingness and ability
 to make the restructured loan payments.
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 with financial difficulty that
were fully paid down, charged-off or foreclosed upon
by period end are not reported.

 Payment
default
is
as
a
restructured
loan
becoming
days
past
due
after
being
modified,
foreclosed
or
charged-off,
 whichever occurs first.
the outstanding
balance of loans
modified for
borrowers under
 financial difficulties that were subject to payment default
during the year ended preceding the default
date was $

2023, extension
of maturity
combination of
reduction of
and extension
of
 maturity
to
$

and
$

of
the
of
loans
for
under
 financial difficulties that were subject to payment default
during the year preceding the default date.

 Legacy TDR Modifications
 A modification of
a loan, prior
to ASU 2022-02,
constituted a troubled
debt restructuring (TDR)
when a borrower
was experiencing
 financial difficulty
modification constituted
a concession.
For a
summary of
the legacy
accounting policy
TDRs,
 refer to the Summary of Significant Accounting Policies
included in Note 2 to the 2022 Form 10-K.
 The outstanding
balance of
loans classified
as TDRs
$
 1.6

 commitments to
lend additional
funds
to
debtors owing
receivables whose
terms have
been modified
in
TDRs amounted
to
$
 million related to the commercial and construction
loan portfolios at
December 31, 2022.

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

 Non-Accruing
 Total
 Related
 Loans held-in-portfolio:

 $
 269,784
 $
 54,641
 $
 324,425
 $
 18,451

 [1]
 1,169,976
 86,790
 1,256,766
 58,819

 1,154
 1,178

 54,395
 7,883
 62,278
 13,577
 $
 1,495,309
 $
 149,338
 $
 1,644,647
 $
 90,890
 [1] At December 31, 2022, accruing mortgage loan TDRs include
$

million guaranteed by U.S. sponsored entities
at BPPR.

 The
table
the
loan
count
by
type
of
modification
for
those
loans
in
a
TDR
the
year
ended
 December 31, 2022. Loans modified as TDRs for the
U.S. operations are considered insignificant
to the Corporation.

 Reduction in interest
 rate
 Extension of maturity
 date
 Combination of reduction in
 interest rate and extension of
 maturity date
 Other
 -
 -

 -
 -

 -
 -
 -

Auto
 -
 -

Other
 -
 -
 -
 Total

 The following table presents, by class, quantitative
information related to loans modified as TDRs
year ended December 31,
 2022.

 Loan count
 Pre-modification outstanding
 recorded investment
 Post-modification
 outstanding recorded
 Increase (decrease) in the
 allowance for loan losses as
 a result of modification
 $
 6,530
 $
 6,527
 $
 19,192
 19,165
 ( 2,078)
 51,139
 50,929
 2,120
 1,110
 128,581
 125,875
 4,447
 1,181
 1,180

 3,581
 3,479

Auto
 1,631
 1,631

Other
 Total
 1,706
 $
 212,954
 $
 209,928
 $
 5,316

 The following table presents, 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
as
of
end
is
inclusive
of
all
partial
 paydowns
and
charge-offs
since
the
modification
date.
Loans
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, 2022
 Loan count
 Recorded investment as of first default date

 $

 6,639

 9,391

 Total

 $
 17,822

 Commercial,
and
loans
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
has
a
risk
to
assign
a
to
all
exposures,
particularly
for
the
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
quality.
In
the
case
of
and
these
loans
are
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
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:
(Scales
and
12)
-
Loans
as
substandard
are
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
doubtful have
all the
weaknesses inherent
substandard,
additional characteristic
weaknesses make
the collection
or liquidation
in full,
basis of
 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
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
conform
to
ratings.
The
assignment
of
the
risk
is
based
on
 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, 2023 and 2022 by vintage year.

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior

 Years
 Total
 BPPR
 Watch
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,068
 $
 5,179
 $
 -
 $
 -
 $
 6,247
 -
 -
 -
 -
 4,780
 -
 -
 5,339
 -
 -
 -
 -
 -
 4,832
 -
 -
 4,832
 Pass
 37,976
 138,619
 21,334
 20,487
 32,554
 24,248
 -
 275,524
 $
 37,976
 $
 139,178
 $
 21,334
 $
 20,487
 $
 33,622
 $
 39,039
 $
 $
 -
 $
 291,942
 Watch
 $
 1,959
 $
 $
 5,205
 $
 22,211
 $
 5,938
 $
 27,015
 $
 -
 $
 -
 $
 63,210
 43,020
 5,413
 24,730
 -
 15,843
 68,368
 -
 -
 157,374
 1,016
 1,307
 2,231
 53,729
 12,968
 4,069
 -
 75,500
 Pass
 305,243
 871,191
 560,785
 359,853
 41,262
 563,794
 7,042
 -
 2,709,170
 $
 351,238
 $
 878,793
 $
 590,900
 $
 384,295
 $
 116,772
 $
 672,145
 $
 11,111
 $
 -
 $
 3,005,254
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 1,130
 Watch
 $
 2,947
 $
 45,106
 $
 9,913
 $
 4,285
 $
 5,017
 $
 62,217
 $
 1,000
 $
 -
 $
 130,485
 -
 16,860
 20,741
 1,462
 44,069
 -
 -
 84,019
 1,316
 15,710
 5,080
 143,696
 87,383
 12,617
 -
 266,647
 -
 -
 -
 -
 -
 -
 -
 Pass
 92,234
 155,819
 227,246
 51,038
 24,184
 357,429
 9,146
 -
 917,096
 $
 96,497
 $
 233,495
 $
 262,980
 $
 200,481
 $
 30,933
 $
 551,234
 $
 22,763
 $
 -
 $
 1,398,383
 $
 -
 $
 $
 -
 $
 -
 $
 $
 4,432
 $
 -
 $
 -
 $
 4,437

 Watch
 $
 28,841
 $
 95,785
 $
 6,111
 $
 4,043
 $
 15,560
 $
 65,360
 $
 182,756
 $
 -
 $
 398,456
 6,401
 3,269
 3,200
 2,088
 41,289
 9,410
 -
 65,933
 1,760
 8,644
 22,065
 1,922
 32,087
 40,670
 -
 107,879
 -
 -
 -
 -
 -
 -
 Pass
 1,109,898
 634,401
 511,912
 241,452
 123,458
 258,872
 1,343,885
 -
 4,223,878
 $
 1,145,871
 $
 735,215
 $
 526,943
 $
 270,814
 $
 143,028
 $
 397,634
 $
 1,576,721
 $
 -
 $
 4,796,226
 $
 $
 $
 $
 $
 $
 1,086
 $
 4,468
 $
 -
 $
 7,739
 Watch
 $
 -
 $
 16,546
 $
 5,458
 $
 -
 $
 -
 $
 -
 $
 9,506
 $
 -
 $
 31,510
 -
 -
 1,009
 -
 -
 -
 -
 1,010
 -
 6,378
 -
 -
 -
 -
 $
 -
 -
 6,378
 Pass
 26,662
 24,462
 27,364
 10,758
 1,944
 1,049
 38,720
 -
 130,959
 $
 26,662
 $
 47,386
 $
 33,831
 $
 10,758
 $
 1,944
 $
 1,049
 $
 48,227
 $
 -
 $
 169,857
 $
 -

 $
 2,611
 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 2,611
 $
 $
 $
 $
 $
 2,606
 $
 71,893
 $
 -
 $
 -
 $
 75,263
 Pass
 751,532
 439,373
 421,297
 259,412
 164,438
 4,280,509
 -
 -
 6,316,561
 $
 751,628
 $
 439,534
 $
 421,459
 $
 259,757
 $
 167,044
 $
 4,352,402
 $
 -
 $
 -
 $
 6,391,824
 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 1,638
 $
 -
 $
 -
 $
 1,638

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior

 Years
 Total
 BPPR
 $
 $
 2,516
 $
 3,053
 $
 $
 $
 $
 -
 $
 -
 $
 8,616
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 647,659
 488,506
 313,133
 163,189
 88,983
 21,706
 -
 -
 1,723,176
 Total leasing
 $
 648,465
 $
 491,022
 $
 316,186
 $
 164,095
 $
 89,801
 $
 22,240
 $
 -
 $
 -
 $
 $
 1,065
 $
 4,424
 $
 2,878
 $
 $
 $
 $
 -
 $
 -
 $
 10,879
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 23,259
 $
 -
 $
 23,259
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 -
 1,112,447
 -
 1,112,447
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,135,728
 $
 -
 $
 1,135,728
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 41,007
 $
 -
 $
 41,007
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,622
 $
 -
 $
 2,622
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,648
 $
 -
 $
 2,648
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 1,815
 $
 4,985
 $
 1,939
 $
 $
 $
 8,322
 $
 -
 $
 1,006
 $
 19,493
 Loss
 -
 -
 -
 -
 -
 Pass
 859,434
 480,771
 181,483
 57,227
 58,849
 96,956
 -
 22,034
 1,756,754
 $
 861,249
 $
 485,756
 $
 183,436
 $
 57,720
 $
 59,794
 $
 105,315
 $
 -
 $
 23,040
 $
 1,776,310
 $
 4,458
 $
 35,915
 $
 18,076
 $
 4,210
 $
 4,891
 $
 2,952
 $
 -
 $
 1,475
 $
 71,977
 Auto
 $
 6,980
 $
 14,049
 $
 11,916
 $
 9,157
 $
 7,051
 $
 3,199
 $
 -
 $
 -
 $
 52,352
 Loss
 -
 -
 Pass
 1,210,622
 899,797
 711,439
 405,768
 260,355
 120,318
 -
 -
 3,608,299
 Total Auto
 $
 1,217,611
 $
 913,890
 $
 723,400
 $
 414,941
 $
 267,415
 $
 123,523
 $
 -
 $
 -
 $
 $
 10,170
 $
 23,849
 $
 11,820
 $
 5,914
 $
 3,553
 $
 -
 $
 -
 $
 -
 $
 55,306
 $
 $
 $
 -
 $
 $
 $
 $
 $
 -
 $
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 36,144
 24,238
 14,942
 5,618
 3,433
 2,753
 61,796
 -
 148,924
 $
 36,388
 $
 24,263
 $
 15,079
 $
 5,691
 $
 3,449
 $
 3,247
 $
 62,045
 $
 -
 $
 150,162
 $
 $
 $
 $
 $
 $
 11,876
 $
 -
 $
 -
 $
 12,454
 Total BPPR
 $
 5,173,585
 $
 4,388,532
 $
 3,095,548
 $
 1,789,039
 $
 913,802
 $
 6,267,828
 $
 2,859,549
 $
 23,040
 $
 24,510,923

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Watch
 $
 -
 $
 116,794
 $
 39,319
 $
 71,237
 $
 93,239
 $
 98,365
 $
 -
 $
 -
 $
 418,954
 -
 -
 1,171
 -
 3,377
 -
 -
 5,410
 -
 -
 -
 -
 5,545
 20,780
 -
 -
 26,325
 Pass
 166,410
 417,169
 326,047
 164,887
 182,528
 410,836
 5,112
 -
 1,672,989
 $
 166,410
 $
 533,963
 $
 366,228
 $
 237,295
 $
 281,312
 $
 533,358
 $
 5,112
 $
 -
 $
 2,123,678
 Watch
 $
 -
 $
 39,721
 $
 38,713
 $
 43,705
 $
 39,908
 $
 91,922
 $
 4,557
 $
 -
 $
 258,526
 -
 -
 -
 -
 1,327
 63,365
 -
 -
 64,692
 -
 -
 -
 8,054
 1,702
 3,730
 -
 -
 13,486
 Pass
 396,712
 490,316
 170,074
 201,225
 86,595
 394,455
 6,086
 -
 1,745,463
 $
 396,712
 $
 530,037
 $
 208,787
 $
 252,984
 $
 129,532
 $
 553,472
 $
 10,643
 $
 -
 $
 2,082,167
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Watch
 $
 -
 $
 69,894
 $
 84,218
 $
 53,066
 $
 14,057
 $
 98,502
 $
 1,905
 $
 -
 $
 321,642
 -
 -
 77,912
 4,955
 6,074
 11,224
 -
 -
 100,165
 -
 2,430
 -
 21,763
 107,675
 -
 -
 132,345
 Pass
 303,202
 278,380
 226,289
 58,505
 47,083
 204,888
 9,753
 -
 1,128,100
 $
 303,202
 $
 348,751
 $
 390,849
 $
 116,526
 $
 88,977
 $
 422,289
 $
 11,658
 $
 -
 $
 1,682,252
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,395
 $
 -
 $
 -
 $
 1,395

 Watch
 $
 $
 37,022
 $
 47,299
 $
 44,939
 $
 23,493
 $
 93,299
 $
 32,497
 $
 -
 $
 278,747
 1,021
 8,674
 -
 11,012
 1,152
 1,841
 1,517
 -
 6,656
 Pass
 196,959
 278,238
 346,428
 268,835
 148,502
 379,635
 414,883
 -
 2,033,480
 $
 198,001
 $
 316,777
 $
 394,900
 $
 314,956
 $
 172,876
 $
 474,814
 $
 457,571
 $
 -
 $
 2,329,895
 $
 $
 $
 1,994
 $
 $
 1,320
 $
 -
 $
 $
 -
 $
 3,875
 Watch
 $
 -
 $
 22,867
 $
 12,869
 $
 -
 $
 21,896
 $
 $
 -
 $
 -
 $
 58,414
 2,120
 13,151
 -
 -
 -
 -
 -
 -
 15,271
 -
 13,997
 3,895
 -
 36,593
 -
 -
 54,486
 Pass
 280,188
 251,627
 89,450
 14,733
 25,254
 -
 -
 -
 661,252
 $
 282,308
 $
 287,646
 $
 116,316
 $
 18,628
 $
 47,150
 $
 37,375
 $
 -
 $
 -
 $
 789,423
 $
 -
 $
 $
 -
 $
 $
 2,102
 $
 8,208
 $
 -
 $
 -
 $
 11,191
 Pass
 99,296
 229,720
 288,767
 233,805
 177,245
 264,069
 -
 -
 1,292,902
 $
 99,296
 $
 229,955
 $
 288,767
 $
 234,451
 $
 179,347
 $
 272,277
 $
 -
 $
 -
 $
 1,304,093

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,849
 $
 -
 $
 $
 2,815
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 7,394
 39,925
 12,253
 59,572
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 9,342
 $
 39,925
 $
 14,038
 $
 63,305
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 $
 $
 1,630
 $
 $
 $
 $
 $
 -
 $
 -
 $
 2,675
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 41,016
 93,759
 23,325
 2,993
 3,597
 1,441
 -
 -
 166,131
 $
 41,349
 $
 95,389
 $
 23,650
 $
 3,043
 $
 3,724
 $
 1,782
 $
 -
 $
 -
 $
 168,937
 $
 $
 13,136
 $
 4,450
 $
 $
 $
 $
 -
 $
 -
 $
 19,971
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 -
 -
 -
 -
 -
 10,259
 -
 10,278
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 10,260
 $
 -
 $
 10,279
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Total Popular U.S.
 $
 1,487,297
 $
 2,342,518
 $
 1,789,497
 $
 1,177,883
 $
 902,918
 $
 2,304,709
 $
 535,188
 $
 14,038
 $
 10,554,048

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Watch
 $
 -
 $
 116,794
 $
 39,319
 $
 71,237
 $
 94,307
 $
 103,544
 $
 -
 $
 -
 $
 425,201
 -
 1,171
 -
 8,157
 -
 -
 10,749
 -
 -
 -
 -
 5,545
 25,612
 -
 -
 31,157
 Pass
 204,386
 555,788
 347,381
 185,374
 215,082
 435,084
 5,418
 -
 1,948,513
 $
 204,386
 $
 673,141
 $
 387,562
 $
 257,782
 $
 314,934
 $
 572,397
 $
 5,418
 $
 -
 $
 Watch
 $
 1,959
 $
 40,603
 $
 43,918
 $
 65,916
 $
 45,846
 $
 118,937
 $
 4,557
 $
 -
 $
 321,736
 43,020
 5,413
 24,730
 -
 17,170
 131,733
 -
 -
 222,066
 1,016
 1,307
 10,285
 55,431
 16,698
 4,069
 -
 88,986
 Pass
 701,955
 1,361,507
 730,859
 561,078
 127,857
 958,249
 13,128
 -
 4,454,633
 $
 747,950
 $
 1,408,830
 $
 799,687
 $
 637,279
 $
 246,304
 $
 1,225,617
 $
 21,754
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 1,323
 Watch
 $
 2,947
 $
 115,000
 $
 94,131
 $
 57,351
 $
 19,074
 $
 160,719
 $
 2,905
 $
 -
 $
 452,127
 -
 16,860
 98,653
 6,417
 6,961
 55,293
 -
 -
 184,184
 1,316
 16,187
 7,510
 143,696
 22,608
 195,058
 12,617
 -
 398,992
 -
 -
 -
 -
 -
 -
 -
 Pass
 395,436
 434,199
 453,535
 109,543
 71,267
 562,317
 18,899
 -
 2,045,196
 $
 399,699
 $
 582,246
 $
 653,829
 $
 317,007
 $
 119,910
 $
 973,523
 $
 34,421
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 $
 5,827
 $
 -
 $
 -
 $
 5,832
 Watch
 $
 29,039
 $
 132,807
 $
 53,410
 $
 48,982
 $
 39,053
 $
 158,659
 $
 215,253
 $
 -
 $
 677,203
 6,609
 4,158
 1,297
 3,230
 2,239
 41,328
 18,084
 -
 76,945
 1,367
 2,388
 8,796
 23,217
 2,652
 33,928
 42,187
 -
 114,535
 -
 -
 -
 -
 -
 -
 Pass
 1,306,857
 912,639
 858,340
 510,287
 271,960
 638,507
 1,758,768
 -
 6,257,358
 $
 1,343,872
 $
 1,051,992
 $
 921,843
 $
 585,770
 $
 315,904
 $
 872,448
 $
 2,034,292
 $
 -
 $
 $
 1,143
 $
 $
 2,209
 $
 $
 1,875
 $
 1,086
 $
 4,517
 $
 -
 $
 11,614

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Watch
 $
 -
 $
 39,413
 $
 18,327
 $
 -
 $
 21,896
 $
 $
 9,506
 $
 -
 $
 89,924
 2,120
 13,151
 1,009
 -
 -
 -
 -
 16,281
 -
 6,379
 13,997
 3,895
 -
 36,593
 -
 -
 60,864
 Pass
 306,850
 276,089
 116,814
 25,491
 27,198
 1,049
 38,720
 -
 792,211
 $
 308,970
 $
 335,032
 $
 150,147
 $
 29,386
 $
 49,094
 $
 38,424
 $
 48,227
 $
 -
 $
 $
 -
 $
 2,611
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,611
 $
 $
 $
 $
 $
 4,708
 $
 80,101
 $
 -
 $
 -
 $
 86,454
 Pass
 850,828
 669,093
 710,064
 493,217
 341,683
 4,544,578
 -
 -
 7,609,463
 $
 850,924
 $
 669,489
 $
 710,226
 $
 494,208
 $
 346,391
 $
 4,624,679
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,638
 $
 -
 $
 -
 $
 1,638
 $
 $
 2,516
 $
 3,053
 $
 $
 $
 $
 -
 $
 -
 $
 8,616
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 647,659
 488,506
 313,133
 163,189
 88,983
 21,706
 -
 -
 1,723,176
 Total leasing
 $
 648,465
 $
 491,022
 $
 316,186
 $
 164,095
 $
 89,801
 $
 22,240
 $
 -
 $
 -
 $
 $
 1,065
 $
 4,424
 $
 2,878
 $
 $
 $
 $
 -
 $
 -
 $
 10,879

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 23,259
 $
 -
 $
 23,259
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 -
 1,112,466
 -
 1,112,466
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 41,008
 $
 -
 $
 41,008
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,849
 $
 $
 $
 2,841
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 7,394
 42,547
 12,253
 62,194
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 9,342
 $
 42,573
 $
 14,038
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 $
 -
 $
 $
 2,148
 $
 6,615
 $
 2,264
 $
 $
 1,059
 $
 8,533
 $
 -
 $
 1,006
 $
 22,168
 Loss
 -
 -
 -
 -
 -
 Pass
 900,450
 574,530
 204,808
 60,220
 62,446
 98,397
 -
 22,034
 1,922,885
 $
 902,598
 $
 581,145
 $
 207,086
 $
 60,763
 $
 63,518
 $
 107,097
 $
 -
 $
 23,040
 $
 $
 5,193
 $
 49,051
 $
 22,526
 $
 4,828
 $
 5,763
 $
 3,112
 $
 -
 $
 1,475
 $
 91,948
 Auto
 $
 6,980
 $
 14,049
 $
 11,916
 $
 9,157
 $
 7,051
 $
 3,199
 $
 -
 $
 -
 $
 52,352
 Loss
 -
 -
 Pass
 1,210,622
 899,797
 711,439
 405,768
 260,355
 120,318
 -
 -
 3,608,299
 Total Auto
 $
 1,217,611
 $
 913,890
 $
 723,400
 $
 414,941
 $
 267,415
 $
 123,523
 $
 -
 $
 -
 $
 $
 10,170
 $
 23,849
 $
 11,820
 $
 5,914
 $
 3,553
 $
 -
 $
 -
 $
 -
 $
 55,306
 $
 $
 $
 -
 $
 $
 $
 $
 $
 -
 $
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 36,163
 24,238
 14,942
 5,618
 3,433
 2,753
 72,055
 -
 159,202
 $
 36,407
 $
 24,263
 $
 15,079
 $
 5,691
 $
 3,449
 $
 3,247
 $
 72,305
 $
 -
 $
 $
 $
 $
 $
 $
 $
 11,876
 $
 $
 -
 $
 12,625
 Total Popular Inc.
 $
 6,660,882
 $
 6,731,050
 $
 4,885,045
 $
 2,966,922
 $
 1,816,720
 $
 8,572,537
 $
 3,394,737
 $
 37,078
 $
 35,064,971

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior

 Years
 Total
 BPPR
 Watch
 $
 -
 $
 -
 $
 -
 $
 18,508
 $
 -
 $
 4,687
 $
 -
 $
 -
 $
 23,195
 -
 -
 -
 -
 -
 2,692
 -
 -
 2,692
 -
 -
 -
 -
 -
 3,326
 -
 3,426
 Pass
 137,411
 22,850
 20,821
 16,145
 24,640
 30,193
 -
 -
 252,060
 $
 137,411
 $
 22,850
 $
 20,821
 $
 34,653
 $
 24,640
 $
 40,898
 $
 $
 -
 $
 281,373
 Watch
 $
 $
 36,228
 $
 14,045
 $
 14,942
 $
 7,777
 $
 99,269
 $
 -
 $
 -
 $
 172,434
 -
 4,361
 19,970
 7,517
 -
 25,540
 -
 -
 57,388
 8,933
 -
 3,209
 19,004
 25,490
 21,064
 -
 -
 77,700
 Pass
 855,839
 585,690
 294,086
 94,056
 35,105
 568,893
 16,136
 -
 2,449,805
 $
 864,945
 $
 626,279
 $
 331,310
 $
 135,519
 $
 68,372
 $
 714,766
 $
 16,136
 $
 -
 $
 2,757,327
 Watch
 $
 2,296
 $
 5,271
 $
 9,447
 $
 4,275
 $
 31,649
 $
 71,568
 $
 -
 $
 -
 $
 124,506
 1,684
 6,578
 1,076
 61,460
 -
 -
 71,092
 16,205
 6,177
 84,205
 -
 -
 108,959
 -
 -
 -
 -
 -
 -
 -
 Pass
 227,404
 258,473
 274,333
 30,691
 68,029
 407,322
 16,742
 -
 1,282,994
 $
 245,915
 $
 270,205
 $
 286,266
 $
 42,344
 $
 101,524
 $
 625,060
 $
 16,742
 $
 -
 $
 1,588,056

 Watch
 $
 32,376
 $
 2,185
 $
 15,493
 $
 18,829
 $
 15,483
 $
 51,602
 $
 56,508
 $
 -
 $
 192,476
 2,537
 2,479
 5,770
 1,139
 6,767
 46,040
 6,283
 -
 71,015
 1,276
 1,600
 3,138
 11,536
 40,636
 46,226
 -
 105,201
 -
 -
 -
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 793,662
 684,647
 211,013
 177,265
 65,197
 292,173
 1,203,536
 -
 3,427,493
 $
 829,364
 $
 690,587
 $
 233,905
 $
 200,371
 $
 99,058
 $
 430,526
 $
 1,312,697
 $
 -
 $
 3,796,508
 Watch
 $
 35,446
 $
 3,116
 $
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 38,801
 -
 -
 9,629
 -
 -
 -
 -
 -
 9,629
 Pass
 13,044
 34,387
 15,961
 2,262
 -
 -
 32,957
 -
 98,611
 $
 48,490
 $
 37,503
 $
 25,688
 $
 2,262
 $
 -
 $
 -
 $
 33,098
 $
 -
 $
 147,041
 $
 -
 $
 $
 $
 3,926
 $
 4,227
 $
 93,959
 $
 -
 $
 -
 $
 103,373
 Pass
 449,286
 451,027
 285,026
 204,170
 237,007
 4,380,390
 -
 -
 6,006,906
 $
 449,286
 $
 451,601
 $
 285,713
 $
 208,096
 $
 241,234
 $
 4,474,349
 $
 -
 $
 -
 $
 6,110,279
 $
 $
 1,491
 $
 $
 1,172
 $
 1,127
 $
 $
 -
 $
 -
 $
 5,899
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 672,294
 428,889
 237,939
 146,231
 79,451
 14,994
 -
 -
 1,579,798
 Total leasing
 $
 673,247
 $
 430,380
 $
 238,880
 $
 147,424
 $
 80,578
 $
 15,230
 $
 -
 $
 -
 $

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior

 Years
 Total
 BPPR
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,907
 $
 -
 $
 11,907
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 -
 1,029,921
 -
 1,029,921
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,041,831
 $
 -
 $
 1,041,831
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,954
 $
 -
 $
 2,954
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,954
 $
 -
 $
 2,954
 $
 1,330
 $
 2,001
 $
 $
 1,774
 $
 $
 10,831
 $
 -
 $
 1,285
 $
 18,488
 Loss
 -
 -
 -
 Pass
 841,564
 320,809
 103,337
 117,568
 46,555
 109,543
 -
 27,708
 1,567,084
 $
 842,894
 $
 322,810
 $
 104,154
 $
 119,362
 $
 47,089
 $
 120,384
 $
 -
 $
 28,994
 $
 1,585,687
 Auto
 $
 6,764
 $
 11,171
 $
 10,466
 $
 10,243
 $
 4,597
 $
 2,382
 $
 -
 $
 -
 $
 45,623
 Loss
 -
 -
 Pass
 1,156,654
 961,571
 588,200
 426,169
 248,328
 85,827
 -
 -
 3,466,749
 Total Auto
 $
 1,163,441
 $
 972,783
 $
 598,714
 $
 436,437
 $
 252,932
 $
 88,223
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 $
 $
 $
 $
 10,902
 $
 -
 $
 12,380
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 29,557
 17,439
 6,967
 4,201
 4,553
 1,942
 60,238
 -
 124,897
 $
 29,557
 $
 17,439
 $
 7,067
 $
 4,794
 $
 5,359
 $
 2,224
 $
 71,140
 $
 -
 $
 137,580
 Total BPPR
 $
 5,284,550
 $
 3,842,437
 $
 2,132,518
 $
 1,331,262
 $
 920,786
 $
 6,511,660
 $
 2,494,698
 $
 28,994
 $
 22,546,905

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior
 Years
 Total
 Watch
 $
 $
 $
 6,218
 $
 85,579
 $
 9,633
 $
 52,835
 $
 -
 $
 -
 $
 155,932
 -
 -
 1,198
 -
 14,491
 8,372
 -
 -
 24,061
 -
 -
 -
 9,305
 7,373
 2,941
 -
 -
 19,619
 Pass
 503,010
 399,397
 238,903
 210,295
 138,723
 347,615
 2,785
 -
 1,840,728
 $
 503,760
 $
 400,314
 $
 246,319
 $
 305,179
 $
 170,220
 $
 411,763
 $
 2,785
 $
 -
 $
 2,040,340
 Watch
 $
 -
 $
 2,167
 $
 13,622
 $
 3,355
 $
 26,931
 $
 29,849
 $
 -
 $
 -
 $
 75,924
 -
 -
 -
 1,353
 -
 75,269
 -
 -
 76,622
 -
 2,864
 2,149
 3,220
 1,429
 4,722
 -
 -
 14,384
 Pass
 552,258
 209,338
 211,449
 109,781
 100,065
 383,409
 9,113
 -
 1,575,413
 $
 552,258
 $
 214,369
 $
 227,220
 $
 117,709
 $
 128,425
 $
 493,249
 $
 9,113
 $
 -
 $
 1,742,343
 Watch
 $
 -
 $
 -
 $
 1,197
 $
 1,079
 $
 6,095
 $
 55,005
 $
 -
 $
 -
 $
 63,376
 -
 -
 3,886
 -
 -
 -
 -
 4,787
 -
 -
 -
 7,403
 11,165
 33,586
 -
 -
 52,154
 Pass
 363,655
 422,959
 114,988
 82,971
 119,565
 258,881
 7,157
 -
 1,370,176
 $
 363,655
 $
 422,959
 $
 120,071
 $
 91,453
 $
 136,825
 $
 348,373
 $
 7,157
 $
 -
 $
 1,490,493

 Watch
 $
 12,328
 $
 2,218
 $
 2,022
 $
 2,049
 $
 8,438
 $
 $
 4,291
 $
 -
 $
 31,878
 1,262
 1,130
 -
 -
 3,013
 4,278
 1,829
 1,408
 -
 9,099
 Loss
 -
 -
 1,088
 Pass
 185,318
 341,855
 368,398
 202,301
 171,528
 376,045
 352,169
 -
 1,997,614
 $
 199,460
 $
 346,663
 $
 370,809
 $
 208,947
 $
 180,533
 $
 378,409
 $
 357,871
 $
 -
 $
 2,042,692
 Watch
 $
 -
 $
 12,085
 $
 -
 $
 6,979
 $
 18,310
 $
 34,126
 $
 -
 $
 -
 $
 71,500
 -
 -
 -
 -
 -
 -
 -
 -
 -
 1,423
 -
 6,540
 2,095
 -
 -
 10,058
 Pass
 164,272
 146,062
 91,486
 93,118
 10,863
 23,581
 -
 -
 529,382
 $
 164,272
 $
 158,150
 $
 92,909
 $
 100,097
 $
 35,713
 $
 59,802
 $
 -
 $
 -
 $
 610,943
 $
 -
 $
 2,009
 $
 3,478
 $
 4,048
 $
 1,156
 $
 9,798
 $
 -
 $
 -
 $
 20,489
 Pass
 236,595
 303,204
 243,468
 183,846
 58,026
 241,564
 -
 -
 1,266,703
 $
 236,595
 $
 305,213
 $
 246,946
 $
 187,894
 $
 59,182
 $
 251,362
 $
 -
 $
 -
 $
 1,287,192

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,146
 $
 $
 1,402
 $
 3,568
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 9,169
 41,724
 13,959
 64,852
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,319
 $
 41,744
 $
 15,899
 $
 68,962
 $
 $
 $
 $
 $
 $
 $
 -
 $
 -
 $
 1,538
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 165,153
 46,320
 7,339
 13,443
 2,021
 1,657
 -
 -
 235,933
 $
 165,774
 $
 46,774
 $
 7,488
 $
 13,681
 $
 2,091
 $
 2,084
 $
 -
 $
 -
 $
 237,892
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 -
 -
 -
 -
 -
 -
 9,960
 -
 9,960
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 9,968
 $
 -
 $
 9,968
 Total Popular U.S.
 $
 2,185,774
 $
 1,894,442
 $
 1,311,762
 $
 1,024,960
 $
 712,989
 $
 1,956,361
 $
 428,677
 $
 15,899
 $
 9,530,864

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior
 Years
 Total
 Watch
 $
 $
 $
 6,218
 $
 104,087
 $
 9,633
 $
 57,522
 $
 -
 $
 -
 $
 179,127
 -
 -
 1,198
 -
 14,491
 11,064
 -
 -
 26,753
 -
 -
 -
 9,305
 7,373
 6,267
 -
 23,045
 Pass
 640,421
 422,247
 259,724
 226,440
 163,363
 377,808
 2,785
 -
 2,092,788
 $
 641,171
 $
 423,164
 $
 267,140
 $
 339,832
 $
 194,860
 $
 452,661
 $
 2,885
 $
 -
 $
 Watch
 $
 $
 38,395
 $
 27,667
 $
 18,297
 $
 34,708
 $
 129,118
 $
 -
 $
 -
 $
 248,358
 -
 4,361
 19,970
 8,870
 -
 100,809
 -
 -
 134,010
 8,933
 2,864
 5,358
 22,224
 26,919
 25,786
 -
 -
 92,084
 Pass
 1,408,097
 795,028
 505,535
 203,837
 135,170
 952,302
 25,249
 -
 4,025,218
 $
 1,417,203
 $
 840,648
 $
 558,530
 $
 253,228
 $
 196,797
 $
 1,208,015
 $
 25,249
 $
 -
 $
 Watch
 $
 2,296
 $
 5,271
 $
 10,644
 $
 5,354
 $
 37,744
 $
 126,573
 $
 -
 $
 -
 $
 187,882
 5,570
 6,578
 1,076
 62,361
 -
 -
 75,879
 16,205
 6,177
 8,203
 11,935
 117,791
 -
 -
 161,113
 -
 -
 -
 -
 -
 -
 -
 Pass
 591,059
 681,432
 389,321
 113,662
 187,594
 666,203
 23,899
 -
 2,653,170
 $
 609,570
 $
 693,164
 $
 406,337
 $
 133,797
 $
 238,349
 $
 973,433
 $
 23,899
 $
 -
 $
 Watch
 $
 44,704
 $
 4,403
 $
 17,515
 $
 20,878
 $
 23,921
 $
 52,134
 $
 60,799
 $
 -
 $
 224,354
 3,799
 3,609
 6,084
 1,383
 6,827
 46,040
 6,286
 -
 74,028
 1,049
 2,211
 1,674
 7,416
 11,851
 42,465
 47,634
 -
 114,300
 -
 -
 -
 -
 -
 Loss
 -
 1,232
 Pass
 978,980
 1,026,502
 579,411
 379,566
 236,725
 668,218
 1,555,705
 -
 5,425,107
 $
 1,028,824
 $
 1,037,250
 $
 604,714
 $
 409,318
 $
 279,591
 $
 808,935
 $
 1,670,568
 $
 -
 $

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior
 Years
 Total
 Watch
 $
 35,446
 $
 15,201
 $
 $
 6,979
 $
 18,310
 $
 34,126
 $
 $
 -
 $
 110,301
 -
 -
 -
 -
 -
 -
 -
 -
 -
 11,052
 -
 6,540
 2,095
 -
 -
 19,687
 Pass
 177,316
 180,449
 107,447
 95,380
 10,863
 23,581
 32,957
 -
 627,993
 $
 212,762
 $
 195,653
 $
 118,597
 $
 102,359
 $
 35,713
 $
 59,802
 $
 33,098
 $
 -
 $
 $
 -
 $
 2,583
 $
 4,165
 $
 7,974
 $
 5,383
 $
 103,757
 $
 -
 $
 -
 $
 123,862
 Pass
 685,881
 754,231
 528,494
 388,016
 295,033
 4,621,954
 -
 -
 7,273,609
 $
 685,881
 $
 756,814
 $
 532,659
 $
 395,990
 $
 300,416
 $
 4,725,711
 $
 -
 $
 -
 $
 $
 $
 1,491
 $
 $
 1,172
 $
 1,127
 $
 $
 -
 $
 -
 $
 5,899
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 672,294
 428,889
 237,939
 146,231
 79,451
 14,994
 -
 -
 1,579,798
 Total leasing
 $
 673,247
 $
 430,380
 $
 238,880
 $
 147,424
 $
 80,578
 $
 15,230
 $
 -
 $
 -
 $

 Loans
 Loans
 2022
 2021
 2020
 2019
 2018
 Prior
 Years
 Total
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,907
 $
 -
 $
 11,907
 Loss
 -
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 -
 1,029,960
 -
 1,029,960
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,146
 $
 $
 1,402
 $
 3,568
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 -
 -
 -
 -
 -
 9,169
 44,678
 13,959
 67,806
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,319
 $
 44,698
 $
 15,899
 $
 $
 1,951
 $
 2,455
 $
 $
 2,012
 $
 $
 10,837
 $
 -
 $
 1,285
 $
 20,026
 Loss
 -
 -
 -
 Pass
 1,006,717
 367,129
 110,676
 131,011
 48,576
 111,200
 -
 27,708
 1,803,017
 $
 1,008,668
 $
 369,584
 $
 111,642
 $
 133,043
 $
 49,180
 $
 122,468
 $
 -
 $
 28,994
 $
 Auto
 $
 6,764
 $
 11,171
 $
 10,466
 $
 10,243
 $
 4,597
 $
 2,382
 $
 -
 $
 -
 $
 45,623
 Loss
 -
 -
 Pass
 1,156,654
 961,571
 588,200
 426,169
 248,328
 85,827
 -
 -
 3,466,749
 Total Auto
 $
 1,163,441
 $
 972,783
 $
 598,714
 $
 436,437
 $
 252,932
 $
 88,223
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 $
 $
 $
 $
 10,910
 $
 -
 $
 12,388
 Loss
 -
 -
 -
 -
 -
 -
 Pass
 29,557
 17,439
 6,967
 4,201
 4,553
 1,942
 70,198
 -
 134,857
 $
 29,557
 $
 17,439
 $
 7,067
 $
 4,794
 $
 5,359
 $
 2,224
 $
 81,108
 $
 -
 $
 Total Popular Inc.
 $
 7,470,324
 $
 5,736,879
 $
 3,444,280
 $
 2,356,222
 $
 1,633,775
 $
 8,468,021
 $
 2,923,375
 $
 44,893
 $
 32,077,769

 Note 10 – Mortgage banking activities
from
fees
earned
in
with
administering
loans
and
on
rights.
It
also
gain
on
sales
and
securitizations
of
loans, losses
on repurchased
loans, including
interest advances,
and trading
gains and
losses on
derivative
used
to
hedge
the
securitization
activities.
In
fair
value
to
 mortgage loans held for sale, if any, are recorded as part of the mortgage
banking activities.
 The following table presents the components of mortgage
banking activities:

31,
 2023
 2022
 2021
 Mortgage servicing fees, net of fair value adjustments:
 Mortgage servicing fees
 $
 32,981
 $
 36,487
 $
 38,105
 Mortgage servicing rights fair value adjustments
 ( 11,589)
 ( 10,206)
servicing fees, net of fair value adjustments
 21,392
 36,723
 27,899
 Net (loss) gain on sale of loans, including valuation on
loans held for sale
 ( 88)
 ( 251)
 21,684
 Trading account profit:
 Unrealized loss on outstanding derivative positions
 ( 138)
 -
 -
 Realized gains on closed derivative positions
 6,635
 1,323
profit
 6,635
 1,323
 Losses on repurchased loans, including interest advances [1]
 ( 283)
 ( 657)
 ( 773)
banking activities
 $
 21,497
 $
 42,450
 $
 50,133
 [1]
 Effective on January 1, 2023, loans held-for-sale
are stated at fair value. Prior to such date, loans held-for-sale
were stated at lower -of-cost-or-
 market.

 Note 11 – Transfers of financial assets and mortgage servicing assets

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

 No

liabilities were incurred
as a result
of these securitizations
during the years
ended December 31, 2023
and 2022 because
they
 did not contain any credit recourse arrangements.

 The
following tables
present the
initial fair
the
assets obtained
as
proceeds from
loans securitized
 during the years ended December 31, 2023 and
2022:

 Proceeds Obtained During the Year
Ended December 31, 2023
 Initial fair value
 Trading account debt securities:
 Mortgage-backed securities - GNMA
 $
 -
 $
 2,488
 $
 -
 $
 2,488
 Mortgage-backed securities - FNMA
 -
 34,857
 -
 34,857
 $
 -
 $
 37,345
 $
 -
 $
 37,345
 $
 -
 $
 -
 $
 $
 Total

 $
 -
 $
 37,345
 $
 $
 38,332

 Proceeds Obtained During the Year
Ended December 31, 2022
 Initial fair value
 Trading account debt securities:
 Mortgage-backed securities - GNMA
 $
 -
 $
 169,352
 $
 -
 $
 169,352
 Mortgage-backed securities - FNMA
 -
 122,422
 -
 122,422
 Mortgage-backed securities - FHLMC
 -
 8,505
 -
 8,505
 $
 -
 $
 300,279
 $
 -
 $
 300,279
 $
 -
 $
 -
 $
 5,318
 $
 5,318
 Total

 $
 -
 $
 300,279
 $
 5,318
 $
 305,597

Corporation retained
servicing rights
on whole
loan sales
involving approximately
 $

million in principal balance
outstanding (2022 - $

million), with net realized
gains of approximately $
 0.7

 1.8
 million). All loan sales performed during the
years ended December 31, 2023 and 2022 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
 The
uses
a
cash
flow
model
to
the
fair
value
of
MSRs.
The
cash
flow
model
 incorporates
that
participants
would
use
in
estimating
net
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
 and 2022.

 Residential MSRs
 Fair value at beginning of period
 $
 $
 121,570
 2,097
 6,614
 Changes due to payments on loans

[1]
 ( 9,934)
 ( 11,063)
 Reduction due to loan repurchases
 ( 606)
 ( 779)
 Changes in fair value due to changes in valuation model inputs
or assumptions
 ( 529)
 12,845
 Other
 ( 1,269)
 ( 837)
 Fair value at end of period

[2]
 $
 $
 [1] Represents changes due to collection / realization
of expected cash flows over time.
 [2] At December 31, 2023, PB had MSRs amounting to $
 1.9

 2.0

quarter ended June
30, 2023
the Corporation terminated
a servicing agreement,
in which it
acted as sub-servicer
for a
 third
party,
for
a
with
an
unpaid
of
$

and
a
MSR
fair
value
of

The transaction did not result in a material
effect on the financial results of the Corporation.
 Residential mortgage loans serviced for others were $
 9.9

billion at December 31, 2023 (2022 - $
 11.1

billion).
 Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the
 changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows.
 The banking
subsidiaries receive servicing
fees based
on a
percentage of the
outstanding loan balance.
These servicing fees
are
 credited to
income when they
are collected. At
2023, those
weighted average mortgage
servicing fees
were
 0.31
 %
 (2022 –
 0.31
 %). Under these
servicing agreements, the
banking subsidiaries do
not generally earn
significant prepayment penalty
 fees on the underlying loans serviced.
 The section
below includes
assumptions used
valuation model
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, 2023 and 2022 were
as follows:

 Years ended

 BPPR
 PB
 BPPR
 PB
 7.0
 %
 6.8
 %
 5.4
 %
 8.1
 %
 Weighted average life (in years)
 9.1
 8.3
 9.5
 7.8
 Discount rate (annual rate)
 9.6
 %
 11.1
 %
 10.5
 %
 9.9
 %

 Key
used
to
the
fair
value
of
MSRs
derived
from
sales
and
securitizations
of
loans
 performed
by
the
and
from
other
institutions,
and
the
sensitivity
to
 immediate changes in those assumptions, were as follows
as of the end of the periods reported:

 Originated MSRs
 Purchased MSRs

 2023
 2022
 2023
 2022
 Fair value of servicing rights
 $
 39,757
 $
 41,548
 $
 78,352
 $
 86,802
 Weighted average life (in years)
 6.6
 6.8
 6.8
 6.9
 Weighted average prepayment speed (annual
rate)
 5.9
 %
 5.9
 %
 7.0
 %
 7.0
 %
 Impact on fair value of 10% adverse change
 $
 ( 696)
 $
 ( 730)
 $
 ( 1,440)
 $
 ( 1,602)
 Impact on fair value of 20% adverse change
 $
 ( 1,365)
 $
 ( 1,433)
 $
 ( 2,827)
 $
 ( 3,143)
 Weighted average discount rate (annual rate)
 11.3
 %
 11.2
 %
 10.9
 %
 11.0
 %
 Impact on fair value of 10% adverse change
 $
 ( 1,387)
 $
 ( 1,485)
 $
 ( 2,871)
 $
 ( 3,256)
 Impact on fair value of 20% adverse change
 $
 ( 2,686)
 $
 ( 2,876)
 $
 ( 5,562)
 $
 ( 6,304)

 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, 2023, the Corporation serviced $

million) in residential mortgage loans with credit recourse
 to the Corporation, from
which $

million was 60
days or more past
due (2022 - $

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
GNMA's
prior
authorization,
any
loan
that
is
for
a
GNMA
guaranteed
when
 delinquency
are
met.
At
the
time
that
loans
meet
GNMA's
specified
delinquency
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
31,
2023,
the
had
$

in
loans
on
its
of
 Condition related to this
buy-back option program (2022 -
$

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.

the
year
ended
31,
2023,
the
repurchased
$

of
loans
from
its
 GNMA servicing portfolio (2022 - $

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 modification
programs offered by
FHA, VA
or United States
Department of Agriculture (USDA)
or other loss
mitigation
 programs offered by the Corporation, and once brought back to
current status, these may be either retained in portfolio or
re-sold in
 the secondary market.

 Note 12 - Premises and equipment
 Premises and equipment are stated at cost less accumulated
depreciation and amortization as follows:

 Useful life in years
 2023
 2022
 Premises and equipment:
 Land
 $
 90,275
 $
 90,625
 Buildings
 10-50
 487,053
 482,030
 Equipment
 2-10
 421,513
 388,911
 Leasehold improvements
 3-10
 90,333
 89,693
 998,899
 960,634

Less - Accumulated depreciation and amortization
 605,178
 586,479
 Subtotal
 393,721
 374,155
 Construction in progress
 81,288
 33,931
 Premises and equipment, net
 $
 565,284
 $
 498,711

 Depreciation and
amortization of premises
and equipment for
the year 2023
was $
 58.5

million (2022 -
$
 55.1

million; 2021
- $
 55.1
 million), of
which $
 26.5

million (2022
- $
 24.8

million; 2021
- $
 25.2

million) was
charged to
occupancy expense
and $
 32.0

 (2022
-
$
 30.3

2021
-
$
 29.8

million)
was charged
to
equipment, technology
and
and
other
operating expenses.
 Occupancy expense of premises and equipment
is net of rental income
of $
 13.1

 13.1

 13.4

 For information related to the amortization expense
of finance leases, refer to Note 33 - Leases.

 Note 13 – Other real estate owned

tables present
the activity
Other Real
Estate Owned
("OREO"), for
the years
 2022 and 2021.

 OREO
 OREO
 Commercial/Construction
 Total
 Balance at beginning of period
 $
 12,500
 $
 76,626
 $
 Write-downs in value
 ( 607)
 ( 2,179)
 ( 2,786)
 2,707
 68,582
 71,289
 Sales
 ( 3,428)
 ( 73,548)
 ( 76,976)
 Other adjustments
 ( 254)
 ( 237)
 $
 11,189
 $
 69,227
 $
 80,416

 OREO
 OREO
 Commercial/Construction
 Total
 Balance at beginning of period
 $
 15,017
 $
 70,060
 $
 85,077
 Write-downs in value
 ( 959)
 ( 1,517)
 ( 2,476)
 5,787
 70,069
 75,856
 Sales
 ( 7,453)
 ( 61,453)
 ( 68,906)
 Other adjustments
 ( 533)
 ( 425)
 $
 12,500
 $
 76,626
 $

 For the year ended December 31, 2021
 OREO
 OREO
 Commercial/ Construction
 Total
 Balance at beginning of period
 $
 13,214
 $
 69,932
 $
 83,146
 Write-downs in value
 ( 1,058)
 ( 2,161)
 ( 3,219)
 9,746
 55,898
 65,644
 Sales
 ( 7,282)
 ( 52,666)
 ( 59,948)
 Other adjustments
 ( 943)
 ( 546)
 $
 15,017
 $
 70,060
 $
 85,077

 Note 14 - Other assets
 The caption of other assets in the consolidated
statements of financial condition consists of the following
major categories:

 Net deferred tax assets (net of valuation allowance)
 $
 1,009,068
 $
 953,676
 Investments under the equity method
 236,485
 210,001
 Prepaid taxes
 39,052
 39,405
 Other prepaid expenses
 29,338
 33,384
 Capitalized software costs
 93,404
 81,862
 Derivative assets
 Trades receivable from brokers and counterparties
 23,102
 35,099
 Receivables from investments maturities
 176,000
 125,000
 Principal, interest and escrow servicing advances
 48,557
 41,916
 Guaranteed mortgage loan claims receivable
 29,648
 59,659
 Operating ROU assets (Note 33)

 116,106
 125,573
 Finance ROU assets (Note 33)

 21,093
 18,884
 Assets for pension benefit
 23,404
 -
 Others
 144,888
 104,125
 Total other assets
 $
 2,014,564
 $
 1,847,813

 The Corporation regularly incurs in
capitalizable costs associated with software development or
licensing which are recorded within
 the Other Assets line item in the accompanying Consolidated Statements of Financial Condition.
In addition, the Corporation incurs
 costs
with
hosting
arrangements
that
are
that
are
also
Other
Assets.
The
hosting
 arrangements can
include capitalizable
implementation costs
amortized during
the term
hosting arrangement.

 The
table
summarizes
the
composition
of
or
developed
costs
as
well
as
costs
to
hosting
 arrangements:

 Gross Carrying
 Net
 Amortization
 Value
 Software development costs
 $
 76,497
 $
 22,086
 $
 54,411
 Software license costs
 42,868
 18,048
 24,820
 Cloud computing arrangements
 23,623
 9,450
 14,173
 Total Capitalized
software costs [1] [2]
 $
 142,988
 $
 49,584
 $
 93,404
 Software development costs
 $
 63,609
 $
 16,803
 $
 46,806
 Software license costs
 37,165
 14,164
 23,001
 Cloud computing arrangements
 20,745
 8,690
 12,055
 Total Capitalized
software costs [1] [2]
 $
 121,519
 $
 39,657
 $
 81,862
 [1]
 Software intangible assets are presented as part of Other
Assets in the Consolidated Statements of Financial Condition.
 [2]
 The tables above excludes assets that have been fully
amortized.

 Total
amortization expense for
all capitalized software
and hosting arrangement
cost, reflected as
technology and software
 expenses in the consolidated statement of operations,
is as follows:

31,
 2023
 2022
 2021
 Software development and license costs
 $
 66,233

 $
 55,011
 $
 45,577
 Cloud computing arrangements
 3,324

 3,805
 3,867
 Total amortization
 $
 69,557

 $
 58,816
 $
 49,444

 Note 15 – Goodwill and other intangible assets

 The changes in the carrying amount of goodwill for the year ended
December 31, 2023 and 2022, allocated by reportable
segments,
 were as follows (refer to Note 37 for the definition
of the Corporation's reportable segments):

 Goodwill on

 $
 $
 -
 $
 -
 $
 391,045
 -
 ( 23,000)
 368,045
Inc.

 $
 $
 -
 $
 ( 23,000)
 $
 804,428

 Goodwill on
 January 1, 2022

 $
 320,248
 $
 116,135
 $
 -
 $
 400,045
 -
 ( 9,000)
 391,045
Inc.

 $
 720,293
 $
 116,135
 $
 ( 9,000)
 $

 The goodwill recognized during
the year ended
December 31, 2022 in
the reportable segment of
Banco Popular de Puerto
Rico of
 $
 116.1

million was
the Evertec
Business Acquisition
Transaction. Refer
to Note
4, Business
combination, for
 information related to the assets acquired and liabilities assumed
as a result of business combinations, including goodwill and
other
 intangible assets.

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

 Gross
 Net
 Amortization
 Value
 Core deposits
 $
 12,810
 $
 11,315
 $
 1,495
 Other customer relationships
 14,286
 6,777
 7,509
 Total other intangible
 $
 27,096
 $
 18,092
 $
 9,004
 Core deposits
 $
 12,810
 $
 10,034
 $
 2,776
 Other customer relationships
 14,286
 4,878
 9,408
 Total other intangible
 $
 27,096
 $
 14,912
 $
 12,184

the
year
ended
31,
2023,
the
$
 3.2

in
to
other
 intangible assets with definite useful lives (2022
- $
 3.3

 9.1

amortization of
the intangible
assets with
definite useful
lives for
each of
the following
 periods:

 Year 2024
 $
 2,938
 Year 2025
 1,750
 Year 2026
 1,440
 Year 2027
 Year 2028
 Later years

 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,
 annually and
on a
more frequent basis
if events
or circumstances indicate
impairment could have
taken place. Such
events could
 include,
among others,
adverse change
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.

or
in
circumstances
tests
to
if
these
or
in
 circumstances would more likely than not reduce
the fair value of its reporting units below their carrying
amounts.
performed the
annual goodwill
impairment evaluation
entire organization
third quarter
of 2023
 using July 31, 2023 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
of
comparable
and
transactions,
as
well
as
cash
flow
analysis.
the
 particular circumstances
of each
reporting unit
to determine
the most
appropriate valuation methodology
to
each
as
applicable.
The
the
obtained
under
each
 methodology to
identify and
understand the
key
value drivers
to
ascertain that
the
results obtained
are
reasonable and
under
the
circumstances.
Elements
and
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
 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
to
the
value
drivers
of
the
unit.
uses
judgment
in
the
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
reporting unit's
value
 drivers.

 For purposes
market comparable transactions'
approach, valuations had
been previously determined
Corporation by
 calculating
price
of
value
drivers
from
a
group
of
for
which
the
target
are
 comparable to the reporting unit being analyzed and
applying those price multiples to the value drivers
of the reporting unit.
 For purposes
discounted cash flows
("DCF") approach, the
valuation is
estimated future cash
flows. The
 projections
used
in
the
DCF
analysis
for
each
unit
are
based
on
the
most
recent
(as
of
the
date)
projections presented
to
the
Corporation's Asset
/
Liability Management
Committee ("ALCO").
The
growth assumptions

in
these
projections
are
based
on
expectations for
each
unit's
prospects
 economic and industry conditions as well
as particular plans of each entity
(i.e. restructuring plans, de-leveraging, etc.). The cost
of
 equity used to
discount the cash flows
was calculated using the
Ibbotson Build-Up Method and
ranged from
 12.30
 % to
 16.96
 % for
 the 2023 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.
 The results of the BPPR annual goodwill impairment test as of July 31, 2023
indicated that the average estimated fair value using all
 valuation methodologies exceeded BPPR's equity value by approximately $
 3.7

 % compared to $
 3.1

 %, for
 the annual
goodwill impairment test
completed as
of July
31, 2022. 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 $
 million or
 %, compared to $

million or
 %, for the annual goodwill impairment test completed as of July 31, 2022. Accordingly,
 no impairment was recognized for BPPR or PB. The goodwill balance of BPPR and PB, as legal entities, represented approximately
 % of the Corporation's total goodwill balance as of
the July 31, 2023 valuation date.
 An
impairment of
$

million was
recognized by
annual test
as of
July 31,
2023 related
to PEF
 lower forecasted
cash flows
and an
the rate
discount cash
flows.
During 2022
recognized a
 goodwill impairment of $

million related to PEF,
as a result of
a decrease in the
projected earnings of this
business unit. The PEF
 goodwill balance as of December 31, 2023 amounted
to $

as
part
of
the
analyses,
performed
a
reconciliation
of
the
aggregate
fair
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, 2023 annual assessment were reasonable.
 The goodwill
impairment evaluation
process requires
to
make estimates
and assumptions
with regard
fair
 value
of
the
units.
Actual
may
from
these
estimates.
Such
could
in
 impairment of goodwill that would, in turn, negatively
impact the Corporation's results of operations and the
reporting units where the
 goodwill is recorded. Particularly for reporting units with recognized impairments or where the
estimated fair value approximates the
 equity value,
future decreases
in fair
value estimates
could result
in additional
impairment charges.
declines in
the
capitalization and
adverse economic
sustained
over
a
longer
time
affecting
 forecasted earnings could increase the risk of goodwill
impairment in the future.

 A decline in
the Corporation's stock
price related to
global and/or regional macroeconomic
conditions, a deterioration in
 Rico
or
the
U.S.
economies,
increases
in
the
rate
to
discount
cash
flows,
and
lower
could,
 individually or
aggregate, have a
material impact on
the determination of
the fair value
of our reporting
units, which could
in
 turn
in
an
impairment of
goodwill in
the
future.
An
impairment of
goodwill would
in
a non-cash
expense,
net
of
tax
 impact. A charge to earnings related to a goodwill
impairment would not materially impact regulatory
capital calculations.

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

 2023

 2023

(gross amounts)

(net amounts)
 $
 440,184
 $
 3,801
 $
 564,456
 196,411
 368,045
Inc.

 $
 1,004,640
 $
 200,212
 $
 804,428

 2022

 2022

(gross amounts)

(net amounts)
 $
 440,184
 $
 3,801
 $
 564,456
 173,411
 391,045
Inc.

 $
 1,004,640
 $
 177,212
 $

 Note 16 – Deposits
 Total deposits as of the end of the periods presented consisted of:

 Savings accounts
 $
 14,602,411
 $
 14,746,329
 NOW, money market and other interest
bearing demand deposits
 25,094,316
 23,738,940
 Total savings, NOW,
money market and other interest bearing demand
 39,696,727
 38,485,269
 Certificates of deposit:
 Under $250,000
 5,443,062
 4,235,651
 $250,000 and over
 3,058,830
 2,545,750

Total certificates
of deposit
 8,501,892
 6,781,401
 $
 48,198,619
 $
 45,266,670
 Non- interest bearing deposits
 $
 $
 15,960,557
 $
 $

 A summary of certificates of deposits by maturity at
December 31, 2023 follows:

 2024
 $
 5,440,688
 2025
 1,136,539
 2026
 809,921
 2027
 391,601
 2028
 642,747
 2029 and thereafter
 80,396
 Total certificates of
 $
 8,501,892

 At December 31, 2023, the Corporation had brokered
deposits amounting to $
 1.7

billion (December 31, 2022 - $
 1.1

billion).
 The aggregate amount
of overdrafts in
demand deposit accounts
that were reclassified
to loans
was $
 9.1

million at
 2023 (December 31, 2022 - $
 6.3

 At December 31, 2023, Puerto Rico public sector deposits amounted to $
 18.1

billion. Puerto Rico public sector deposits are interest
 bearing accounts.
These public
funds deposits
are indexed
to short-term
market rates
and fluctuate
in cost
with changes
 rates, in
accordance with contractual
terms. Public
deposit balances are
difficult to
predict. For example,
the receipt
by the Puerto
 Rico
of
hurricane
assistance
and
seasonal
tax
collections
could
 balances at BPPR.
On the other hand,
the amount and
timing of reductions
in balances are
likely to be
impacted by,
for example,
 the speed at
which federal assistance
is distributed,
the financial condition,
liquidity and cash
management practices of the
 Rico
and
its
and
the
implementation
of
and
debt
plans
pursuant
to
 PROMESA or
other
mandated by
the
Fiscal
Oversight and
Management Board
for Puerto
Rico
(the
"Oversight Board").
 Generally, these deposits require that
the bank pledge high credit quality securities as collateral, therefore,
liquidity risk arising from
 public sector deposit outflows are lower.

 Note 17 – Borrowings
 Assets sold under agreements to repurchase amounted
to $

million at December 31, 2023 and $

million at December 31,
 2022.

repurchase transactions are
overcollateralized with the
securities detailed in
the table
below.
have
a
right
of
set-off
with
the
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
and
any
other
or
owed
in
of
any
other
or
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, debt securities
held-to-maturity, other assets
held-for-trading purposes
 or which have been obtained under agreements to resell.
It is the Corporation's policy to maintain effective control over assets sold
 under agreements
to repurchase;
accordingly,
such securities
be carried
Consolidated Statements
of Financial

 Repurchase agreements accounted for as secured borrowings

 Repurchase liability
 Repurchase liability
 Repurchase

weighted average
 Repurchase

weighted average

Within 30 days
 $
 16,931
 5.56
 %
 $
 4.40
 %

After 30 to 90 days
 18,369
 5.60
 30,739
 3.79

After 90 days
 8,292
 5.73
 17,521
 4.39
 43,592
 5.61
 48,670
 4.01

Within 30 days
 27,171
 5.49
 98,984
 4.27

After 30 to 90 days
 20,394
 5.71
 3.27
 Total mortgage-backed
 47,565
 5.58
 99,775
 4.26
 Collateralized mortgage obligations

Within 30 days
 5.25
 4.25
mortgage obligations
 5.25
 4.25
 Total
 $
 5.59
 %
 $
 148,609
 4.18
 %

 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.

 2023
 2022
 Maximum aggregate balance outstanding at any month-end
 $
 150,692
 $
 162,450
 Average monthly aggregate balance outstanding
 $
 115,808
 $
 107,305
 Weighted average interest rate:
 For the year
 5.20
 %
 2.15
 %
 At December 31
 5.68
 %
 4.23
 %

 There were
 no

other short-term borrowings at December 31, 2023,
compared to $

million in FHLB advances at December 31,
 2022.

 The following table presents additional information related
to the Corporation's other short-term borrowings for the years
 ended December 31, 2023 and December 31, 2022.

 2023
 2022
 Maximum aggregate balance outstanding at any month-end
 $
 65,000
 $
 375,000
 Average monthly aggregate balance outstanding
 $
 27,302
 $
 99,083
 Weighted average interest rate:
 For the year
 4.80
 %
 3.46
 %
 At December 31
 5.60
 %
 4.47
 %

 Notes Payable
 The following table presents the composition of notes
payable at December 31, 2023 and December

 Advances with the FHLB with maturities ranging from
 2024

 2029

paying interest at monthly
 fixed rates ranging from
 0.41
 % to
 5.26
 %
(2022 -
 0.39
 % to
 3.18
 %)
 $
 394,665
 $
 389,282
 Unsecured senior debt securities maturing on
 2028

paying interest
 semiannually

at a fixed rate of
 7.25
 % (2022-
 6.125
 %), net of debt issuance costs of $
 6,063

)
 [1]
 393,937
 299,109
 Junior subordinated deferrable interest debentures (related to
trust preferred securities) maturing on
 2034

with fixed interest rates ranging from
 6.125
 % to
 6.564
 % (2022 -
 6.125
 % to
 6.564
 %), net of debt
 issuance costs of $

)
 198,346
 198,319
 Total notes payable
 $
 $
 886,710
 [1] On March 13, 2023, the Corporation issued $

million aggregate principal amount of
 7.25
 % Senior Notes due
 2028

(the "2028 Notes") in an
 underwritten public offering. The Corporation used a
portion of the net proceeds of the 2028 Notes offering
to redeem, on August 14, 2023, the
 outstanding $

million aggregate principal amount of its
 6.125
 % Senior Notes which were due on September
 2023
. The redemption price was
 equal to
 % of the principal amount plus accrued and unpaid
interest through the redemption date.

 A breakdown of borrowings by contractual maturities
at December 31, 2023 is included in
the table below.

 Assets sold under

 agreements to
 Total
 2024
 $
 $
 91,943
 $
 183,327
 2025
 -
 144,214
 144,214
 2026
 -
 74,500
 74,500
 2028
 -
 438,288
 438,288
 Later years
 -
 238,003
 238,003
 Total borrowings
 $
 $
 $
 1,078,332

 At
31,
2023
and
31,
2022,
the
Corporation had
FHLB
whereby
the
Corporation could
 borrow up to
$
 4.2

 3.3

billion, respectively,
of which $
 0.4

 0.8

billion, respectively,
were used. In
addition, at
 December 31, 2023 and
December 31, 2022, the
Corporation had placed $
 0.3

 0.4

billion, respectively,
of the available
 FHLB credit
facility as
collateral for
municipal letters
of credit
to secure
deposits. The
FHLB borrowing
facilities are
 with securities and loans held-in-portfolio, and do
not have restrictive covenants or callable
features.

 Also, at
the Corporation has
borrowing facilities at
the discount
window of the
Federal Reserve Bank
of New
 York amounting to $
 4.4

billion (December 31, 2022 - $
 1.4

billion), which remained unused at December 31, 2023
and December 31,
 2022.
The facilities are a collateralized source
of credit that is highly reliable even under difficult
market conditions.

 Note 18 – Trust preferred securities
 Statutory trusts established by the Corporation (Popular North America
Capital Trust I and Popular
Capital Trust II) had issued
trust
(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

 The sole
assets of
the trusts
consisted of
the junior
subordinated debentures
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
issuer trusts
are included
securities held-to-maturity.
The common
 securities of each trust are wholly-owned, or indirectly
wholly-owned, by the Corporation.

 The following table presents financial data pertaining
to the different trusts at December 31, 2023 and 2022.

 December 31, 2023 and 2022

 North America

 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.

 At
31,
2023,
the
$

in
trust
do
not
qualify
for
Tier
 treatment, but instead qualify for Tier 2 capital treatment compared
to $

million at December 31, 2022.

 Note 19 - Other liabilities
 The caption of other liabilities in the consolidated
statements of financial condition consists of the following
major categories:

 Accrued expenses
 $
 337,695
 $
 337,284
 Accrued interest payable
 59,102
 39,288
 Accounts payable
 89,339
 76,456
 Dividends payable
 44,741
 39,525
 Trades payable
 9,461
 Liability for GNMA loans sold with an option to repurchase
 10,960
 14,271
 Reserves for loan indemnifications
 4,408
 7,520
 Reserve for operational losses
 27,994
 39,266
 Operating lease liabilities (Note 33)

 126,946
 137,290
 Finance lease liabilities (Note 33)

 25,778
 24,737
 Pension benefit obligation
 6,772
 8,290
 Postretirement benefit obligation
 117,045
 Others
 63,816
 65,222
 Total other liabilities
 $
 $
 916,946

 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
Dividends
on
stock
are
payable
if
declared.
The
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
 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.
common stock
trades on
the Nasdaq
Global Select
Market (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, 2023 consisted of:

 6.375
 % non-cumulative monthly income preferred stock, 2003 Series
A, no par value, liquidation
preference value of $
 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
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
of
stock
are
perpetual,
nonconvertible,
have
no
preferential
to
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
System.
The
redemption
price
per
share
is
$
 25.00
.
The
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
$
 1.4

the years
2022 and
2021.
 Outstanding shares of 2003 Series A Preferred Stock amounted
to

at December 31, 2023, 2022 and 2021.
 Dividends
the
year
2023,
cash
of
$
 2.27

(2022
-
$
 2.20
;
2021
-
$
 1.75
)
per
share
were
declared
 amounting to $
 163.7

 163.7

million; 2021 -
$
 142.3

million) of which
$
 44.7

million were payable to
stockholders of
stock
at
31,
2023
(2022
-
$
 39.5

2021
-
$
 35.9

The
dividend
of
$
 0.62

per
share
 declared to stockholders of record as of the close of business on
 December 7, 2023
, was paid on
 January 2, 2024
. On February 23,
 2024, the Corporation's Board of Directors approved a quarterly cash dividend of $
 0.62

per share on its outstanding common stock,
 payable on
 April 1, 2024

to stockholders of record at the close of business
on
 March 14, 2024
.
 Accelerated share repurchase transaction ("ASR")
 On August
24, 2022,
entered into
a $

million ASR
transaction with
respect to
its common
stock (the
"August
 ASR Agreement"), which was accounted for as
a treasury transaction. As a result of the
receipt of the initial

 2,339,241

shares,
the
 Corporation recognized in stockholders' equity approximately $

million in treasury stock and $

million as a reduction of capital
 surplus. The Corporation completed the transaction on December 7, 2022 and received
 840,024

additional shares of common stock
 and
$

as
treasury
stock
with
a
corresponding
in
its
surplus.
In
total
the
 Corporation repurchase a total of
 3,179,265

shares at an average purchased price of $
 72.6583

under the August ASR Agreement.
 On
March
1,
2022,
the
announced
that
on
February 28,
2022
it
entered
into
a
$

ASR
with
 respect to
its common
stock (the
"March ASR
Agreement"), which was
accounted for
as a
treasury transaction. As
a result
 receipt
of
the
 3,483,942

shares,
the
Corporation recognized
in
stockholders'

in
treasury
 stock and
$

million as
a reduction
of capital
surplus. The
Corporation completed the
transaction on
July 12,
2022 and
 1,582,922

additional shares
of common
stock and
recognized $

treasury stock
corresponding increase
 capital surplus. In
total the Corporation
repurchased a total
of
 5,066,864

shares at an
average purchased price
of $
 78.9443

under
 the March ASR Agreement.

 On
May
3,
2021,
the
entered
into
a
$

ASR
with
to
its
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 $

million in treasury stock
and $

million as a
reduction in capital surplus.
 completed the
transaction on
September 9,
2021 and
 828,965

additional shares
of
common stock
and
recognized $
 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.
 Statutory reserve
 The
Banking
Act
of
the
Commonwealth of
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
fund
may
not
be
used
to
pay
the
prior
consent
of
the
Rico
Commissioner
of
 Institutions.
The
to
reserves
would
preclude
BPPR
from
paying
dividends.
 reserve fund
amounted to $

million at

million; 2021 -
$

million). During
2023, $

 was transferred to the statutory reserve account (2022 - $

million, 2021 - $

million). BPPR was in compliance with the statutory
 reserve requirement in 2023, 2022 and 2021.

 Note 21 – Regulatory capital requirements
 The Corporation,
PB are
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
Corporation's consolidated financial
statements. Popular,
Inc., BPPR
and
 PB are
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
 %, a
CET1 ratio of
 6.5
 %, a Tier
1 risk-based capital
ratio of at
least
 % and
a total risk-based
ratio of
 %.
has
that
at
31,
2023
and
2022,
the
exceeded
all
 requirements to which it is subject.
has
been designated
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
as
permitted
in
the
final
interim
rules
March
31,
2020.
The
five-year
 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
26,
2020,
a
final
rule
to
the
Basel
III
rules
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
have
clarified
that
organizations,
the
and
its
Bank
 subsidiaries, are permitted to
assign a zero
percent risk weight to
PPP loans for
purposes of determining risk-weighted
 risk-based
ratios.
in
order
to
facilitate
use
of
the
Paycheck
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,
2023,
 the Corporation has $

million in PPP loans and
 no

loans were pledged as collateral for PPPL
Facilities.
 At December 31, 2023 and 2022, BPPR and
PB were well-capitalized under the regulatory
framework for prompt corrective action.

tables present
risk-based capital
and leverage
ratios at
2022 under
the
 Basel III regulatory guidance.

 Actual

 Capital adequacy minimum
 requirement (including
 conservation capital buffer) [1]

 Ratio
 Ratio
 2023
 Total Capital (to Risk-Weighted
 $
 6,733,964
 18.13
 %
 $
 3,900,365
 10.50
 %
 BPPR
 4,811,675
 18.15
 2,782,976
 10.50
 PB
 1,491,549
 14.38
 1,088,754
 10.50
 Common Equity Tier I Capital (to Risk-Weighted
 $
 6,053,315
 16.30
 %
 $
 2,600,243
 7.00
 %
 BPPR
 4,478,033
 16.90
 1,855,317
 7.00
 PB
 1,426,037
 13.75
 725,836
 7.00
 Tier I Capital (to Risk-Weighted Assets):
 $
 6,075,458
 16.36
 %
 $
 3,157,438
 8.50
 %
 BPPR
 4,478,033
 16.90
 2,252,885
 8.50
 PB
 1,426,037
 13.75
 881,372
 8.50
 Tier I Capital (to Average Assets):

 $
 6,075,458
 8.51
 %
 $
 2,854,127
 4.00
 %

 BPPR
 4,478,033
 7.64
 2,343,174
 4.00
 PB
 1,426,037
 11.23
 507,942
 4.00
 [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
 % is presented.

 Actual

 Capital adequacy minimum
 requirement (including
 conservation capital buffer)

 Ratio
 Ratio
 2022
 Total Capital (to Risk-Weighted
 $
 6,285,648
 18.26
 %
 $
 3,613,668
 10.500
 %
 BPPR
 4,541,915
 18.34
 2,599,872
 10.500
 PB
 1,463,511
 15.59
 985,510
 10.500
 Common Equity Tier I Capital (to Risk-Weighted
 $
 5,639,686
 16.39
 %
 $
 2,409,112
 7.000
 %
 BPPR
 4,230,820
 17.09
 1,733,248
 7.000
 PB
 1,395,272
 14.87
 657,007
 7.000
 Tier I Capital (to Risk-Weighted Assets):
 $
 5,661,829
 16.45
 %
 $
 2,925,351
 8.500
 %
 BPPR
 4,230,820
 17.09
 2,104,658
 8.500
 PB
 1,395,272
 14.87
 797,794
 8.500
 Tier I Capital (to Average Assets):

 $
 5,661,829
 8.06
 %
 $
 2,811,504
 %
 BPPR
 4,230,820
 7.10
 2,383,478
 PB
 1,395,272
 13.08
 426,832

 The following table presents the minimum amounts
and ratios for the Corporation's banks to be categorized
as well-capitalized.

 2023
 2022

 Ratio

 Ratio
 Total Capital (to Risk-Weighted
 BPPR
 $
 2,650,453
 %
 $
 2,476,068
 %
 PB
 1,036,909
 938,581
 Common Equity Tier I Capital (to Risk-Weighted
 BPPR
 $
 1,722,795
 6.5
 %
 $
 1,609,444
 6.5
 %
 PB
 673,991
 6.5
 610,078
 6.5
 Tier I Capital (to Risk-Weighted Assets):
 BPPR
 $
 2,120,363
 %
 $
 1,980,855
 %
 PB
 829,527
 750,865
 Tier I Capital (to Average Assets):
 BPPR
 $
 2,928,968
 %
 $
 2,979,348
 %
 PB
 634,927
 533,540

 Note 22 – Other comprehensive income (loss)

 The
table
in
other
by
component
for
the
years
ended
 December 31, 2023, 2022 and 2021.

 Changes in Accumulated Other Comprehensive (Loss) Income
by Component [1]
31,
 2023
 2022
 2021
 Foreign currency translation
 Beginning Balance
 $
 ( 56,735)
 $
 ( 67,307)
 $
 ( 71,254)
 Other comprehensive (loss) income
 ( 7,793)
 10,572
 3,947
 Net change
 ( 7,793)
 10,572
 3,947
 $
 ( 64,528)
 $
 ( 56,735)
 $
 ( 67,307)
 Adjustment of pension and
 postretirement benefit plans
 Beginning Balance
 $
 ( 144,335)
 $
 ( 158,994)
 $
 ( 195,056)
 Other comprehensive income (loss) before reclassifications
 14,408
 4,882
 23,094
 Amounts reclassified from accumulated other comprehensive loss
for
 amortization of net losses
 12,034
 9,777
 12,968
 Net change
 26,442
 14,659
 36,062
 $
 ( 117,893)
 $
 ( 144,335)
 $
 ( 158,994)
 Unrealized net holding
 (losses) gains on debt
 Beginning Balance
 $
 ( 2,323,903)
 $
 ( 96,120)
 $
 460,900
 Other comprehensive income (loss) before reclassifications
 472,487
 ( 2,261,097)
 ( 557,002)
 Amounts reclassified from accumulated other comprehensive
 income for gains on securities
 -
 -
 ( 18)
 Amounts reclassified from accumulated other comprehensive
 income for amortization of net unrealized losses of debt securities
 transferred from available-for-sale to held-to-maturity
 138,306
 33,314
 -
 Net change
 610,793
 ( 2,227,783)
 ( 557,020)
 $
 ( 1,713,110)
 $
 ( 2,323,903)
 $
 ( 96,120)
 Unrealized net gains (losses)
 on cash flow hedges
 Beginning Balance
 $
 $
 ( 2,648)
 $
 ( 4,599)
 Other comprehensive (loss) income before reclassifications
 ( 19)
 3,107
 Amounts reclassified from accumulated other comprehensive income
 ( 26)
 ( 414)
 1,584
 Net change
 ( 45)
 2,693
 1,951
 $
 -
 $
 $
 ( 2,648)
 Total

 $
 ( 1,895,531)
 $
 ( 2,524,928)
 $
 ( 325,069)
 [1] All amounts presented are net of tax.

 The following table presents the amounts reclassified out of each component of accumulated other comprehensive (loss) income for
 the years ended December 31, 2023, 2022, and
2021.

 Reclassifications Out of Accumulated Other Comprehensive
(Loss) Income
 Affected Line Item in the

31,
 Consolidated Statements of Operations
 2023
 2022
 2021
 Adjustment of pension and postretirement benefit plans
 Amortization of net losses
 $
 ( 19,253)
 $
 ( 15,644)
 $
 ( 20,749)
 Total before tax
 ( 19,253)
 ( 15,644)
 ( 20,749)
 Income tax benefit
 7,219
 5,867
 7,781
 Total net of tax
 $
 ( 12,034)
 $
 ( 9,777)
 $
 ( 12,968)
 Unrealized net holding (losses) gains on debt securities
 Realized gain on sale of debt securities
 Net gain (loss) on sale of debt securities
 $
 -
 $
 -
 $
 Amortization of unrealized net losses of debt
 securities transferred to held-to-maturity
 Investment securities [1]
 ( 172,883)
 ( 41,642)
 -
 Total before tax
 ( 172,883)
 ( 41,642)
 Income tax benefit (expense)
 34,577
 8,328
 ( 5)
 Total net of tax
 $
 ( 138,306)
 $
 ( 33,314)
 $
 Unrealized net gains (losses) losses on cash flow
 $
 $
 1,458
 $
 ( 704)
 Interest rate swaps
 -
 ( 498)
 ( 1,143)
 Total before tax
 ( 1,847)
 Income tax (expense) benefit
 ( 15)
 ( 546)
 Total net of tax
 $
 $
 $
 ( 1,584)
 Total reclassification
adjustments, net of tax
 $
 ( 150,314)
 $
 ( 42,677)
 $
 ( 14,534)
 [1]

 In October 2022, the Corporation transferred U.S. Treasury
securities with a fair value of $
 6.5

billion (par value of $
 7.4

billion) from its available-for-
 sale portfolio to its held-to-maturity portfolio. Refer to Note 6 to
the Consolidated Financial Statements for additional
information.

 Note 23 – Guarantees

has obligations
upon the
occurrence of
certain events
under financial
guarantees provided
in certain
 agreements as summarized below.
 The
issues
standby
letters
of
and
has
risk
participation
in
standby
letters
of
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
contract, then,
upon their
request, the
 would be obligated to
make the payment to
the guaranteed party.
2023, the Corporation recorded a
liability of $
 million (December
- $
 0.3

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
 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,
2023 and 2022,
shown in Note
24 to the
Consolidated Financial Statements,
 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
are
used
by
the
as
a
 enhancement and typically expire without
being drawn upon. The Corporation's
standby letters of credit
are generally secured, and
event of
nonperformance by the
customers, the
Corporation has
rights to
the underlying
collateral provided, which
normally
cash,
marketable
real
estate,
receivables,
and
does
not
anticipate
any
 related to these instruments.
 Also, from
time to
time, the
Corporation securitized mortgage
loans into
guaranteed mortgage-backed securities
subject in
 instances, to lifetime
credit recourse on
the loans that
serve as collateral
mortgage-backed securities. The Corporation
has
 not sold
any mortgage
loans subject
to credit
recourse since
2009. Also,
from time
to time,
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.
 may be required to repurchase the loans under
the credit recourse agreements or representation
and warranties.
 At
Corporation serviced
$

(December 31,
2022
- $

million) in
loans
credit recourse
provisions, principally loans
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
that
the
would
be
to
make
under
the
arrangements
in
the
event
of
nonperformance
by
the
is
to
the
total
of
the
loans
with
and
interest,
if
applicable.
 During 2023,
repurchased approximately
$

unpaid principal
balance in
the
 credit recourse
provisions (2022
- $

million). In
the event
of nonperformance
borrower,
has rights
 underlying
securing
the
loan.
The
suffers
on
these
loans
when
the
proceeds
from
a
 foreclosure sale
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
 Corporation's liability
established to cover
the estimated credit
loss exposure
related to loans
sold or serviced
with credit
$

million (December
31,
2022 -
$

table shows
the changes
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, 2023 and 2022.

 Years ended
 2023
 2022
 Balance as of beginning of period
 $
 6,897
 $
 11,800
 Provision (benefit) for recourse liability
 ( 1,989)
 ( 1,715)
 Net charge-offs
 ( 698)
 ( 3,188)
 Balance as of end of period
 $
 4,211
 $
 6,897

 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
of
operations)
throughout
the
life
of
the
loan,
as
necessary,
when
 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
probability that
a loan
would be
delinquent. Statistical
methods are
estimate the
recourse liability.
 Expected loss
rates are
applied to
different loan
segmentations. The
expected loss,
which represents
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
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
loans sold. The
Corporation's mortgage operations
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
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
the
 loans. The
amount purchased
under representation
and warranty
arrangements during
the years
and

 December 31, 2022 was not considered material
for the Corporation.
 From
time
to
time, the
Corporation sells
loans and
agrees to
indemnify the
purchaser for
or
any
breach
of
 representations and warranties made in connection
with the sale.

 Servicing agreements
relating to
the mortgage-backed
programs of
FNMA and
GNMA, and
to
sold
or
 serviced to
certain other
investors, including
FHLMC, require
to
advance funds
to make
scheduled payments
of
 principal, interest, taxes
and insurance,
if such
payments have not
been received
borrowers. At
 Corporation serviced $
 9.9

billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31,
 2022
-
$
 11.1

billion).
The
recovers
funds
advanced
pursuant
to
these
arrangements
from
the
 owner, from
liquidation proceeds when the
mortgage loan is foreclosed
or, in
the case of
FHA/VA loans,
under the applicable FHA
 and
VA
and
guarantees
programs.
in
the
meantime,
the
must
absorb
the
cost
of
the
funds
it
 advances
the
time
the
advance
is
outstanding.
The
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
and
the
Corporation would
not
any
with
to
that
loan.
At
31,
2023,
the
of
funds
advanced
by
the
under
such
loan
was approximately
$

(December 31,
2022
- $

To
the extent
the mortgage
loans underlying
the
 Corporation's servicing portfolio experience increased delinquencies, the
Corporation would be required to dedicate
additional cash
to
with
its
obligation to
advance
funds
as
incur
administrative costs
to
increases
in
 collection efforts.

Inc. Holding
Company ("PIHC") fully
and unconditionally guarantees
certain borrowing
obligations issued by
certain of
its
 % owned consolidated subsidiaries amounting to
$

million at both December 31,
2023 and December 31, 2022, respectively.
 In addition, at both December 31, 2023 and December 31, 2022, PIHC
fully and unconditionally guaranteed on a subordinated basis
 $

million of capital securities (trust preferred securities) issued by wholly-owned issuing trust entities to the extent set forth in the
agreement.
Refer
to
Note
to
the
for
on
the
trust
 preferred securities.

 Note 24 – Commitments and contingencies

 Off-balance sheet risk
is a
party to
financial instruments
with off-balance
sheet credit
risk in
the normal
course of
business to
meet the
 financial needs of its customers. These financial instruments
include loan commitments, letters of credit and standby
letters of credit.
 These instruments involve,
to varying
degrees, elements of
credit and
risk in
excess of
recognized in
the
 consolidated statements of financial condition.
 The
to
loss
in
the
event
of
nonperformance
by
the
other
party
to
the
instrument
for
 commitments to extend credit, standby
letters of credit and financial
guarantees is represented by the
contractual notional amounts
 of those instruments. The
Corporation uses the same
credit policies in
making these commitments and conditional
obligations as it
 does for those reflected on the consolidated statements
of financial condition.

 Financial instruments with
off-balance sheet credit
risk, whose contract
amounts represent potential credit
risk as of
the end of
the
 periods presented were as follows:

 Commitments to extend credit:
 Credit card lines
 $
 6,108,939
 $
 5,853,990
 Commercial lines of credit
 3,626,269
 3,523,930
 Construction lines of credit
 1,287,679
 901,895
 Other consumer unused credit commitments

 256,610
 250,271
 Commercial letters of credit
 1,404
 3,351
 Standby letters of credit
 80,889
 27,868
 Commitments to originate or fund mortgage loans
 32,968
 45,170

 At December 31, 2023 and December 31, 2022, the Corporation maintained a reserve of approximately $

 8.8

 respectively, for potential losses associated with unfunded loan commitments
related to commercial
and construction lines of credit.
 Other commitments
and December 31,
2022, the
Corporation also maintained
other non-credit
commitments for
 $
 3.3

 4.8

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
economy and,
in particular,
the residential
and commercial
 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.

Rico
has
faced
and
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
the
Board
and
a
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
this report,
while municipalities
designated as
covered entities
under
 PROMESA,
no
has
commenced,
or
has
been
authorized
by
the
Board
to
commence,
any
such
debt
 restructuring proceeding under PROMESA.
 At December 31, 2023, the Corporation's direct exposure to the
Puerto Rico government and its instrumentalities and municipalities
 totaled $

million, of which
$

million were outstanding
($

million at December
31, 2022). Of
 outstanding,
$

of
loans
and
$

are
($

and
$

at
2022).
 Substantially all
amount outstanding
and December
were obligations
from various
 Rico
municipalities.
In
most
cases,
these
were
"general
obligations"
of
a
municipality,
to
which
the
has
 pledged
its
good
faith,
and
unlimited
taxing
power,
or
"special
obligations"
of
a
municipality,
to
which
the
has
pledged
other
revenues.
At
31,
2023,
 %
of
the
to
municipal
loans
and
 securities was concentrated in the municipalities of
San Juan, Guaynabo, Carolina and Caguas.

 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, 2023:

 Investment
 Portfolio
 Loans
 Total Outstanding
 Total Exposure
 Central Government
 $
 $
 -
 $
 $
 -
 -
 Total Central
 -
 Municipalities
 4,820
 13,218
 18,038
 47,038
 13,155
 141,519
 154,674
 154,674
 112,169
 113,014
 113,014
 -
 46,823
 46,823
 46,823
 Total Municipalities
 18,820
 313,729
 332,549
 361,549
 Total Direct Government
Exposure
 $
 18,875
 $
 313,729
 $
 332,604
 $
 361,604

 In
at
31,
2023,
the
had
$

in
loans
or
by
Rico
 governmental entities
but for
principal source
of repayment
is non-governmental
($

million at
2022).
 These
$

in
loans
by
the
Rico
Housing
Finance
Authority
("HFA"),
a
 governmental instrumentality that
designated as a
covered entity under
PROMESA (December 31,
2022 -
$

 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
other conditions.
also had
31,
 2023, $

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
- $

million). In
the event
insured by
HFA
and held
 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
become
due
and
payable. The
Corporation does
not consider
the
government guarantee
when
estimating the
with
this
portfolio.
Although
the
Governor
is
authorized
by
local
legislation
to
impose
a
 moratorium on the financial obligations of the HFA, a moratorium on
such obligations has not been imposed as of
the date hereof.

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
under
PROMESA.
Similarly,
and
loan
loans
to
and
retirees,
which
could
also
be
by
such
as
layoffs
or
 furloughs or reductions in pension benefits.

 In addition,
$
 1.9

billion of
residential mortgages,
$
 9.2

Small Business
Administration ("SBA")
loans under
the Paycheck
 Protection Program ("PPP") and
$

million commercial loans were
insured or guaranteed
by the U.S.
Government or its agencies
 at December 31, 2023 (compared to
$
 1.6

billion, $

million, respectively, at
December 31, 2022). The Corporation
 also had U.S. Treasury and obligations from the U.S. Government,
its agencies or government sponsored entities
within the portfolio
 of available-for-sale and held-to-maturity securities as described
in Note 6 and 7 to the Consolidated
Financial Statements.
2023, the Corporation has
operations in the United
States Virgin Islands
(the "USVI") and
has approximately $
in
to
USVI
31,
2022
-
$

The
USVI
has
been
a
 number of
fiscal and
economic challenges
adversely affect
the ability
public corporations
and instrumentalities
to
 service their outstanding debt obligations.

 At December 31, 2023, the Corporation has operations
in the British Virgin Islands ("BVI"), which islands were negatively
affected by
 the
COVID-19
pandemic,
particularly
due
to
a
in
the
tourism
which
for
a
of
their
 economy. Although the
Corporation has no significant exposure to
a single borrower in the
BVI, it has a
loan portfolio amounting to

$

comprised
of
retail
and
to
a
loan
of
$

at
 December 31, 2022.
 FDIC Special Assessment

 On
16,
2023,
the
("FDIC")
a
final
rule
that
a
 assessment (the "FDIC
Special Assessment") to
recover the losses
to the deposit
insurance fund ("DIF")
resulting from the
 use,
in
March
2023,
of
the
systemic
risk
exception
to
the
least-cost resolution
test
under
the
Act
in
 connection with the receiverships of several failed banks.
 Under the final rule, the assessment base for
the special assessment is equal to an insured depository institution's
("IDI") estimated
 uninsured deposits,
as reported
IDI's
2022 Call
Report, excluding
the first
$

estimated uninsured
 deposits. For a holding company that has more than one IDI subsidiary, such as Popular, the $

billion exclusion is allocated among
 the company's IDI
subsidiaries in proportion to
each IDI's estimated
uninsured deposits. The special
assessments will be collected
 at an annual
rate of approximately
 13.4

basis points per year
(
 3.35

basis points per quarter)
over eight quarters
in 2024 and
2025,
 with
the
first
beginning
1,
2024.
In
their
31,
2022
Call
Reports,
BPPR
and
PB
 estimated uninsured deposits of
 28.1

billion, including $
 16.2

billion in fully
collateralized public sector deposits,
and
 $
 3.5

billion, respectively.
recorded an
expense of
$
 71.4

million, $
 45.3

million net
of tax,
fourth quarter
of
 2023, representing the full amount of the assessment.
 By statute, the FDIC is required to recover the loss
arising from the use of a systemic risk determination
through one or more special
 assessments. As of
the FDIC's
loss estimate described
final rule
had increased by
 4.1
 billion to $
 20.4

billion, or approximately
 %.
The exact amount of losses will
be determined when the FDIC terminates the
 receiverships considered
final rule.
the special
assessment amount
and collection
period may
change as
the
loss
is
periodically
or
if
the
total
collected
varies.
If
the most recent
in
the
 estimate remains unchanged and is assessed
in the same manner,
the Corporation estimates that
the incremental expense for
the
 FDIC Special Assessment could be approximately
$

 Legal Proceedings
 The
nature
of
ordinarily
generates
claims,
litigation,
investigations,
and
legal
and
administrative
cases
and
(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
available.
For
matters
where
it
is
probable
that
the
will
incur
a
loss
and
the
can
be
 reasonably estimated,
establishes an
accrual for
the loss.
Once established,
the accrual
is adjusted
on at
least a
basis
to
any
developments,
as
appropriate.
For
matters
where
a
loss
is
not
probable,
or
the
 amount of the loss cannot be reasonably estimated,
no accrual is established.

 In certain cases,
exposure to loss
exists in
excess of any
accrual to the
extent such loss
is reasonably possible,
but not
probable.
 Management believes and
estimates that the
range of reasonably
possible losses (with
respect to those
matters where such
limits
 may be determined, in excess of amounts accrued)
for current Legal Proceedings ranged from $

to approximately $
 16.3

million as
 of
31,
2023.
In
cases,
management cannot
reasonably
the
possible
loss
at
this
time.
Any
 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
outcomes
of
such
Legal
Proceedings.
will
from
time-to-time,
and
 losses may be more or less than the current estimate.

 While the
outcome of
Legal Proceedings
is inherently
uncertain, based
on information
currently available,
advice of
counsel, and
coverage,
believes
that
the
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
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
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
 Insufficient Funds and Overdraft Fees Class Actions
was
named
as
a
defendant on
a
putative class
action
complaint captioned
Golden
v.
Inc.
filed
in
March
2020
the
U.S.
Court
for
the
Southern
of
New
York,
seeking
damages,
restitution
and
injunctive
relief.
Plaintiff
 alleged breach
of contract,
violation
of
the covenant
of
good faith
and
fair
dealing, unjust
enrichment and
violation
of
protection law
due
to
Popular's purported
practice of
charging
overdraft fees
("OD
Fees") on
transactions that,
under
 plaintiffs' theory,
overdraw the
account. Plaintiff
described Popular's purported
practice of
charging OD
Fees as
"Authorize
 Positive,
Purportedly
Settle
Negative"
("APPSN")
and
alleged
that
assesses
OD
Fees
over
authorized
for
which
funds
are
held
for
settlement.
In
2020,
filed
a
Motion
to
Dismiss
on
several
 grounds,
to
state
a
claim
Inc.
and
improper
venue.
In
2020,
Plaintiff
filed
a
Notice
of
 Voluntary
Dismissal
the
U.S.
Court
for
the
Southern
of
New
York
and,
simultaneously,
filed
an
identical
 complaint in
District Court for
the District
Virgin Islands
against Popular,
Inc., Popular Bank
and Banco
Popular de
Rico
("BPPR"). In
November 2020,
Plaintiff
filed
a
Notice of
Voluntary
Dismissal against
Inc.
and Popular
Bank
 following a Motion to
Dismiss filed on behalf
of such entities, which argued
failure to state
a claim and lack
of minimum contacts of
 such parties with the U.S.V.I.
district court jurisdiction. BPPR, the only defendant remaining in
the case, was served with process in
 November 2020 and filed a Motion to Dismiss
in January 2021.
 In
2021,
the
Court,
notwithstanding that
Motion
to
Dismiss
remained
pending
resolution,
held
an
 scheduling
conference
and,
thereafter,
a
trial
order
where
it
scheduled
the
deadline
for
all
discovery
for
2022,
and
several
other
trial-related
deadlines
for
June
2023.
a
mediation
hearing held
in
2022,
the
 parties
reached a
settlement in
principle on
a class-wide
basis subject
to
final
court
approval. In
January 2023,
the
parties filed
 before the Court a
motion for preliminary approval
of the settlement agreement
and, on March 31,
2023, the Court issued
an order
 granting preliminary approval of the settlement agreement.
The Court scheduled the final approval hearing
for September 8, 2023.
 On
September
8,
2023,
the
Court
held
a
hearing
to
consider
the
final
of
the
class
and,
on
 September 29, 2023, the Court issued an Opinion and Order granting final approval to the
settlement agreement. On December 19,
 2023, the Court
issued an Order staying
all deadlines in the
settlement agreement regarding payment
of benefit until further
notice
 after
the
parties
informed
the
Court
that
the
administrator
had
mistakenly
failed
to
send
the
notice
to
 approximately 3,000 class members. The parties expect
to file a supplemental notice plan for court approval
by February 29, 2024.
 On January
Popular was
also named
as a
defendant on a
putative class
action complaint captioned
Lipsett v.
 Inc. d/b/a Banco Popular, filed before the U.S. District Court for the Southern District
of New York, seeking damages, restitution and
 injunctive relief. Similar to the claims set forth in the
aforementioned Golden complaint, Plaintiff alleges breach of contract, including
 violations of the covenant of good faith and
fair dealing, as a result of Popular's purported practice of
charging OD Fees for APPSN
 transactions. The complaint
further alleged that
Popular assesses OD
Fees over
authorized transactions for
which sufficient funds
 are held for settlement. Popular waived service of process
and filed a Motion to Compel Arbitration. In response to Popular's
motion,
 Plaintiff filed a Notice of Voluntary Dismissal in April 2022.

 On May
13, 2022,
Plaintiff in
the Lipsett
complaint filed
a new
complaint captioned
Lipsett v.
North America
d/b/a
 Popular Community Bank
with the same
allegations of his
previous complaint against
Popular. In
June 2022, after
serving Plaintiff
 with a written notice of election to arbitrate the claims asserted in the complaint which went unanswered, Popular Bank ("PB") filed a
 Pre-Motion Conference motion related to a new Motion to Compel Arbitration. After Plaintiff responded to the Pre-Motion
conference
 motion, the Court allowed PB
to file its Motion
to Compel Arbitration, which it
did in September 2022. Plaintiff
opposed such motion
 in October 2022, and PB filed its reply in November
2022.

 On December 9, 2022, the
Court issued a Decision and
Order denying PB's Motion to
Compel Arbitration. On December 20, 2022,
 PB filed a Notice of
Appeal with the United States
Court of Appeals for the Second
Circuit. PB filed its appeal brief
on April 5, 2023
 and Plaintiff filed his opposition brief on July 5, 2023.
PB filed its reply brief on July 26, 2023.

 The Court of
Appeals held an
oral argument on
December 4, 2023.
On January 10,
2024, the Court of
Appeals entered judgment
 affirming
the
trial
court's
decision
denying
PB's
Motion
to
Compel
Arbitration.
The
formal
mandate
of
the
Court
of
Appeals
 remanding the case to
the lower court was
issued on January 31,
2024. PB expects to
file a responsive allegation
to the complaint
 on or before March 16, 2024.

 Note 25 – Non-consolidated variable interest

 The Corporation is
involved with
 three

statutory trusts which
it created to
issue trust preferred
securities to the
public. These trusts
 are deemed to be variable interest entities ("VIEs") since the equity investors at risk have no substantial decision-making rights. The
 Corporation does not
hold any variable
interest in the
trusts, and therefore,
cannot be the
trusts' primary beneficiary.
 the
Corporation concluded
that
it did
not
hold
a
controlling financial
in
these
trusts
since the
decisions
of
the
trusts
are
 predetermined through
the trust
documents and the
guarantee of
the trust
preferred securities is
irrelevant since
in substance
the
 sponsor is guaranteeing its own debt.
 Also, the
Corporation is
involved with
various special
purpose entities
mainly in
guaranteed mortgage
securitization transactions,
GNMA
and
FNMA.
The
has
also
engaged
in
securitization
with
FHLMC,
but
its
 exposure in the
form of servicing
fees and servicing
advances not to be
significant at December
31, 2023.
These special purpose
are
to
be
VIEs
since
they
lack
at
risk.
The
involvement
in
these
 guaranteed loan
securitizations includes
owning certain
beneficial interests in
the form
of securities as
the servicing
 retained. The Corporation is not required to provide additional financial support to
any of the variable interest entities to which it has
the
The
to
the
retained,
are
in
the
of
Condition
as
or
The
concluded
that,
 essentially,
these
(FNMA
and
GNMA)
the
design
of
their
VIEs,
dictate
the
and
nature
of
the
 collateral, require
the underlying
insurance, set
the servicing
standards via
the servicing
guides and
can change
them at
will, and
 can remove a
primary servicer with cause,
and without cause in
the case of
FNMA. Moreover, through
their guarantee obligations,
 agencies (FNMA and GNMA) have the obligation
to absorb losses that could be potentially significant
to the VIE.
 The
holds
variable
interests
in
these
VIEs
in
the
form
of
and
 mortgage obligations, including those securities originated by the Corporation and those acquired from
third parties. Additionally, the
 Corporation holds agency mortgage-backed securities
and agency collateralized mortgage obligations
issued by third party
VIEs in
 which
it
has
no
other
form
of
involvement.
Refer
to
Note
to
the
for
on
the
debt
at
31,
2023
and
2022,
which
are
as
and
 trading securities
Corporation's Consolidated
Statements of
Financial Condition.
In addition,
holds variable
 interests
in
the
form
of
servicing fees,
since
it
retains
the
right
to
the
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 carrying
amount and
classification of
the assets
variable interests
in
 non-consolidated VIEs
maximum exposure
to loss
as a
result of
involvement as
servicer of
GNMA and
 FNMA loans at December 31, 2023 and 2022.

 2023
 2022
 Servicing assets:
 $
 92,999
 $
 99,614
 Total servicing

 $
 92,999
 $
 99,614
 Other assets:
 Servicing advances
 $
 6,291
 $
 6,157
 Total other assets
 $
 6,291
 $
 6,157
 $
 99,290
 $
 105,771
 Maximum exposure to loss
 $
 99,290
 $
 105,771

 The size of
the non-consolidated VIEs,
in which the
Corporation has a
variable interest in
the form
of servicing fees,
measured as
 the total unpaid principal balance of the loans,
amounted to $
 7.2

billion at December 31, 2023 (December
31, 2022 - $
 7.7

billion).
determined that
the maximum
loss includes
the MSRs
assumption that
the
 servicing advances
at December 31,
2022 will
not be
recovered. The agency
debt securities are
not included as
 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
evaluation.
The
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,
2023.

 Note 26 – Derivative instruments and hedging
 The
use
of
is
incorporated
as
part
of
the
rate
risk
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
balance sheet assets
and liabilities
 so
net interest
income is
not materially
by movements
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
 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
derivatives. Additionally,
 the
of
the
Corporation's own
standing is
considered in
value
derivative liabilities.
year
2023, inclusion of
the credit risk
the derivatives resulted
in a
gain of
$
 0.4

million from the
 Corporation's credit standing adjustment.
During the years ended December 31,
2022 and 2021, the Corporation recognized a
loss
 of $
 0.5

million and a loss of $
 0.3

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
is
not
with
the
fair
value
of
other
held
with
the
same
counterparty
even
if
these
 agreements allow
a right
of set-off.
In
derivatives is
not offset
amounts for
the right
to
reclaim
 financial collateral or the obligation to return financial
collateral.

designated as
cash
flow
or
non-hedging derivatives
outstanding at
2023
and
2022
 were as follows:

 Notional amount
 Derivative assets
 Derivative liabilities

 Statement of
 Fair value at
 Statement of
 Fair value at
 2023
 2022
 classification
 2023
 2022
 classification
 2023
 2022
 Derivatives designated as

hedging instruments:
 $
 -
 $
 15,100
 $
 -
 $

 $
 -
 $
 Total derivatives designated

as hedging instruments
 $
 -
 $
 15,100
 $
 -
 $
 $
 -
 $
 Derivatives not designated

as hedging instruments:
 $
 14,930
 $
 -
 -
 $
 -
 $
 -
 $
 $
 -
 Interest rate caps
 528,125
 150,000
 2,195
 1,045
 2,213
 1,045
 Indexed options on deposits

 89,730
 85,414
 22,224
 18,091
 -
 -
 -
 Bifurcated embedded options
 82,118
 78,972
 -
 -
 -
 bearing
 18,752
 15,933
 Total derivatives not

designated as

hedging instruments
 $
 714,903
 $
 314,386
 $
 $
 19,136
 $
 $
 16,978
 Total derivative assets

and liabilities

 $
 714,903
 $
 329,486
 $
 $
 $
 $
 17,000

 Cash Flow Hedges
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
these
forward
as
cash
flow
are
in
other
 comprehensive income (loss).
 Effective on
January 1,
Corporation discontinued
the hedge
accounting treatment
forward contracts
 the
in
fair
value
were
recorded,
net
of
taxes,
in
other
and
subsequently
 reclassified to net
income (loss) in
period that the
hedged transaction impacted
earnings. As a
result of this
change, the
 changes in the
these forward contracts are
being recorded through net
income. At December 31,
2023, there were
no
 derivatives designated as cash flow hedges.

 For cash flow hedges, net gains (losses) on derivative
contracts that are reclassified from accumulated other
comprehensive income
 (loss) 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.

 Amount of net gain (loss)
 recognized in OCI on
 derivatives (effective
 Classification in the statement of
 operations of the net gain (loss)
 reclassified from AOCI into income
 (effective portion and ineffective
 (loss) reclassified from
 AOCI into income
 (effective portion)
 (loss) recognized in
 income on derivatives
 (ineffective portion)
 $
 ( 30)
 $
 $
 -
 Total
 $
 ( 30)
 $
 $
 -

 Amount of net gain (loss)
 recognized in OCI on
 derivatives (effective
 Classification in the statement of
 operations of the net gain (loss)
 reclassified from AOCI into income
 (effective portion and ineffective
 (loss) reclassified from
 AOCI into income
 (effective portion)
 (loss) recognized in
 income on derivatives
 (ineffective portion)
 $
 1,636
 $
 1,458
 $
 -
 Total
 $
 1,636
 $
 1,458
 $
 -

31, 2021
 Amount of net gain (loss)
 recognized in OCI on
 derivatives (effective
 Classification in the statement of
 operations of the net gain (loss)
 reclassified from AOCI into income
 (effective portion and ineffective
 (loss) reclassified from
 AOCI into income
 (effective portion)
 (loss) recognized in
 income on derivatives
 (ineffective portion)
 $
 $
 ( 704)
 $
 -
 Total
 $
 $
 ( 704)
 $
 -

 Fair Value Hedges
 At December 31, 2023 and 2022, there were
 no

derivatives designated as fair value hedges.
 Non-Hedging Activities
 For the year ended December 31, 2023, the Corporation recognized a
gain of $
 1.5

million (2022 –gain of $
 7.7

million; 2021 – gain
 of $
 2.3

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)
 Recognized in Income on Derivatives
 2023
 2022
 2021
 $
 $
 8,094
 $
 2,027
 Interest rate caps
 ( 18)
 -
 -
 Indexed options on deposits
 6,201
 ( 5,290)
 6,824
 Bifurcated embedded options

 ( 5,326)
 4,942
 ( 6,538)
 Total

 $
 1,512
 $
 7,746
 $
 2,313

 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
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
indexes,
and
other
whose
are
tied
to
other
stock
indexes
or
other
 performance. The
Corporation bifurcated the
related options embedded
within these
customers' deposits from
the host
contract in
 accordance with
ASC Subtopic
815-15. In
limit the
Corporation's exposure
to changes
in these
indexes, the
 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.

 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:

 Balance at December 31, 2021
 $
 102,579
 New loans
 11,090
 Payments
 ( 15,402)
 Other changes, including existing loans to new related parties
 27,070
 Balance at December 31, 2022
 $
 125,337
 New loans
 23,381
 Payments
 ( 9,731)
 Other changes, including existing loans to new related parties
 7,030
 Balance at December 31, 2023
 $
 146,017
 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
below,
the extensions
of
have not
involved and
involve more
than normal
risks of
collection
or
 present other unfavorable features.

 In 2010,
as part
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
The
loans
were
by
real
and
personally
 guaranteed
by
the
director's
brother-in-law.
The
loans
were
by
Westernbank
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

 with
a
 %
annual interest
rate
("Notes A")
and
(ii)
 five

notes
with
an
aggregate outstanding
of
$
 13.5

 %
 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.
On April
2022,
 one of
these interim
extensions decreased the
applicable to the
Notes A to
 4.25
 % and
maintained the
Notes B
at an
 interest rate of
 %. In November 2022, BPPR and related parties of the Corporation's director entered into a three-year extension of
 the
until
2025,
which,
among
other
things:
(i)
the
rate
to
Notes
A
to
 5.25
 %
and
 maintained the Notes
B at
an interest rate
of
 % and
(ii) established a
principal repayment schedule
for Notes
A, including a
$
 0.7
 million mandatory prepayment. The three-year extension of the
loans was approved by the Audit Committee
in accordance with the
 Related Party Policy. The aggregate outstanding balance on the loans as of December 31, 2023 was approximately
$
 28.5

million, of
 which
$
 15.0

corresponded
to
Notes
A
and
$
 13.5

to
Notes
B.
2023,
the
paid
 0.8

 0.8

million in principal and interest, respectively.

 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
Chairman, at
that time
the Chief
 Executive Officer,
as certain
of his
family members,
are the
owners. In
addition, the
Chairman's sister
owner of
an
 entity
that
holds
an
ownership interest
in
the
borrower.
At
the
time
the
loan
was
by
BPPR,
it
had
an
unpaid
 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
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 August
 2017, the
credit facility
was refinanced
stated maturity
in February
2019.
During 2017,
the facility
was subject
loan
moratorium
as
part
of
the
hurricane
relief
efforts.
As
such,
amounting to
 0.5

were
and
capitalized
as
part
of
the
loan
balance.
In
February
2019,
the
Audit
approved,
under
the
 Related Party Policy, a
 -month renewal of the loan at an interest rate of
 5.75
 % and a
 -year amortization schedule. In
 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
 -year amortization schedule. Payments
of principal and
interest of approximately
$
 1.2

million and
 $
 1.5

were
made
2023.
As
of
31,
2023,
the
of
the
loan
was
 32.4

million. The borrower is current on its payments.

2023, the Corporation's
banking subsidiaries held deposits
from related parties
amounting to approximately $

 From
time
to
time,
the
Corporation,
in
the
ordinary
course
of
obtains
from
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
31,
2023,
the
Corporation made
contributions
of
$
 2.6

to
Fundaci n
Banco
 Popular and
Popular Bank
Foundation, which
are not-for-profit
corporations dedicated
to philanthropic
work (2022
- $
 4.8

 The Corporation also provided
human and operational resources to
support the activities of
the Fundaci n Banco Popular
which in
 2023 amounted to approximately $
 1.4

million (2022- $
 1.5

 Related party transactions with Evertec,
as an affiliate
 Until
15,
2022,
the
had
an
in
Evertec,
Inc.
("Evertec")
which
processing
and
technology services
to
the
Corporation and
its
and
gave
BPPR
access to
the
ATH
network owned
and
 operated
by
Evertec.
This
was
for
under
the
The
$
 1.5

in
 dividends from its investment in Evertec during
the year ended December 31, 2022.
 On July 1, 2022, BPPR completed its previously announced
acquisition of certain assets from Evertec Group,
LLC ("Evertec Group")
 to
BPPR
channels,
in
exchange
for
of
held
by
BPPR.
The
was
for
as
a
 business combination. In
connection with this
transaction, BPPR also
entered into amended
and restated service
agreements with
 Evertec Group pursuant to
which Evertec Group will continue
to provide various information technology
and transaction processing
 services to Popular,
BPPR and their
respective subsidiaries. As
part of the
transaction, BPPR and
Evertec entered into
a revenue
 sharing structure for BPPR in connection with its merchant acquiring relationship with Evertec. On August 15, 2022, the Corporation
 completed the sale of
its remaining shares of common
stock of Evertec, together with
the aforementioned business acquisition (the
 "Evertec Transactions".
As a
result, the
Corporation discontinued accounting
for its
proportionate share of
Evertec's income
 and changes in stockholder's equity under the equity method of accounting in
the third quarter of 2022. The Corporation recorded a
 pre-tax gain of $
 257.7

million considering the initial exchange of
Evertec shares as well as the sale of
the remaining shares.

proportionate share
of Evertec's
income (loss)
and changes
in stockholders'
 for the years ended December 31, 2022 and 2021.

31,
 2022
 2021
 Share of Evertec income and Gain from the Evertec
 Transactions and related accounting adjustments
[1]
 $
 269,539
 $
 26,096
 Share of other changes in Evertec's stockholders' equity
 3,168
 Share of Evertec's changes in equity recognized in income
and
 Gain from the Evertec Transaction and
related accounting

 $
 272,707
 $
 26,149
 [1]
The
Gain
from
the
Transactions
and
are
other
in
the
accompanying
As
in
Note
4,
the
an
$
 17.3

as
an
in
 connection with the Business Acquisition Transaction.

 The following table presents
the impact of transactions and
service payments between the Corporation and Evertec
(as an affiliate)
 and their
impact on the
results of operations
years ended
and 2021. Items
that represent expenses
to
 the Corporation are presented with parenthesis.

31,
 2022 [1]
 2021
 Category
 Interest expense on deposits
 $
 ( 267)
 $
 ( 388)
 ATH and credit cards interchange
income from services to Evertec
 13,955
 27,384
 Other service fees
 Rental income charged to Evertec
 3,258
 6,593
 Net occupancy
 Fees on services provided by Evertec
 ( 128,681)
 ( 245,945)
 Other services provided to Evertec
 Total
 $
 ( 111,315)
 $
 ( 211,616)
 [1] Includes activity through June 30, 2022.

 Centro Financiero BHD, S.A.
had a
 15.84
 % equity
interest in
Centro Financiero
BHD, S.A.
("BHD"), one
largest
and
groups
in
the
Dominican
Republic.
the
year
ended
31,
2023,
the
$
 40.1

in
pickup
from
its
in
BHD
31,
2022
-
$
 31.2

million),
which
had
a
carrying
$
 225.9

million at
2023 (December
- $
 199.8

million). The
Corporation received
$
 14.1

 cash dividend distributions and $
 2.1

million in stock dividends during the year ended December 31, 2023
from its investment in BHD
 (December 31, 2022 - $

million cash dividends).

 Investment Companies
 The Corporation,
through its subsidiary Popular
Asset Management LLC ("PAM"),
provides advisory services to several
 companies registered
Investment Company
Act of
1940 in
exchange for
a fee.
The Corporation,
through its
 BPPR, also
provides transfer
agency services to
these investment companies.
These fees
are calculated
at an
annual rate
 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
31,
2023
administrative
fees
charged
to
these
to
$
 2.3

 (December 31, 2022 -
 2.5

million) and waived fees amounted to $
 0.9

 0.9

million), for a net fee of $
 1.4
 1.6

 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
measure fair
value into
three levels
to increase
consistency and
comparability in
 measurements and disclosures. The hierarchy is broken
down into three levels based on the reliability
of inputs as follows:

 - 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.

 - Quoted prices other than those included in Level 1 that are observable either directly or indirectly.
Level 2 inputs
for
or
in
for
identical
or
or
 liabilities in
markets that
are
not active,
or other
inputs that
are
observable or
that can
be corroborated
by
 market data for substantially the full term of the
financial instrument.

 Level
 -
Inputs
are
and
to
the
fair
value
measurement.
Unobservable
the
 Corporation's own judgements about assumptions that
market participants would use in pricing the asset
or liability.
 The
maximizes
the
use
of
and
minimizes
the
use
of
by
that
the
 observable inputs be used when
available. Fair value is
based upon quoted market prices
when available. If listed prices
or quotes
 are
not
available,
the
employs
internally-developed
that
use
market-based
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
 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, 2023 and
2022:

 Measured at NAV
 Total
 RECURRING FAIR VALUE

 Debt securities available-for-sale:
 $
 3,936,036
 $
 6,811,025
 $
 -
 $
 -
 $
 10,747,061
 Collateralized mortgage obligations - federal
 -
 134,686
 -
 -
 134,686
 -
 5,844,180
 -
 5,844,786
 Other
 -
 2,500
 -
 2,511
 $
 3,936,036
 $
 12,789,902
 $
 3,106
 $
 -
 $
 Trading account debt securities, excluding
 derivatives:
 $
 $
 -
 $
 -
 $
 -
 $
 Obligations of Puerto Rico, States and political
 -
 -
 -
 Collateralized mortgage obligations
 -
 -
 -
 14,261
 -
 14,373
 Other
 -
 -
 -
debt securities, excluding
 $
 $
 14,425
 $
 $
 -
 $
 $
 -
 $
 37,965
 $
 -
 $
 $
 38,275
 -
 -
 -
 Loans held-for-sale
 -
 3,239
 -
 -
 3,239

 -
 -
 -
at fair value on a
 $
 3,952,895
 $
 12,869,950
 $
 121,499
 $
 $
 16,944,654
 Liabilities
 $
 -
 $
 ( 21,103)
 $
 -
 $
 -
 $
 ( 21,103)
 Total liabilities measured
at fair value on a
 $
 -
 $
 ( 21,103)
 $
 -
 $
 -
 $
 ( 21,103)

 Measured at NAV
 Total
 RECURRING FAIR VALUE

 Debt securities available-for-sale:
 $
 1,908,589
 $
 9,272,359
 $
 -
 $
 -
 $
 11,180,948
 Collateralized mortgage obligations - federal
 -
 165,196
 -
 -
 165,196
 -
 6,456,459
 -
 6,457,170
 Other
 -
 1,000
 -
 1,060
 $
 1,908,589
 $
 15,894,074
 $
 1,711
 $
 -
 $
 Trading account debt securities, excluding
 derivatives:
 $
 $
 -
 $
 -
 $
 -
 $
 Obligations of Puerto Rico, States and political
 -
 -
 -
 Collateralized mortgage obligations
 -
 -
 -
 14,008
 -
 14,223
 Other
 -
 -
 -
debt securities, excluding
 $
 $
 14,119
 $
 $
 -
 $
 $
 -
 $
 29,302
 $
 -
 $
 $
 29,632
 -
 -
 -

 -
 -
 -
at fair value on a
 $
 1,921,658
 $
 15,956,724
 $
 130,596
 $
 $
 18,009,308
 Liabilities

 $
 -
 $
 ( 17,000)
 $
 -
 $
 -
 $
 ( 17,000)
 Total liabilities measured
at fair value on a
 $
 -
 $
 ( 17,000)
 $
 -
 $
 -
 $
 ( 17,000)

 Beginning in the first quarter of 2023, the Corporation has elected the fair value option for
newly originated mortgage loans held-for-
 sale. This
election better
aligns with
the management
portfolio from
a business
perspective. As
the
 Corporation had not elected the fair value option
for any of the loans in the held for sale portfolio.
 Loans held-for-sale measured at fair value

 Loans held-for-sale measured at fair value were priced
based on secondary market prices. These loans
are classified as Level 2.

 The
table summarizes
the difference
between the
aggregate fair
value
aggregate unpaid
for
 mortgage loans originated as held-for-sale measured
at fair value as of December 31,2023.

 Aggregate Unpaid
 Fair Value
 Principal Balance
 Difference
 Loans held for sale
 $
 3,239
 $
 3,202
 $

 No

loans held-for-sale were 90 or more days past
due or on nonaccrual status as of December 31,2023.
 For the year ended
December 31,2023, changes in the
fair value of mortgage
loans held-for-sale for which the
Corporation elected
 the fair value option, were not considered material.

 The fair value information included in the following
tables is not as of period end, but as
of the date that the fair value measurement
 was recorded during the years ended December 31, 2023,
2022 and 2021
and excludes nonrecurring fair value measurements
of
 assets no longer outstanding
as of the reporting date.

 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 10,091
 $
 10,091
 $
 ( 3,157)
 [2]
 -
 -
 6,560
 6,560
 ( 1,516)
 Other foreclosed assets
 [2]
 -
 -
 ( 28)
at fair value on a nonrecurring basis
 $
 -
 $
 -
 $
 16,753
 $
 16,753
 $
 ( 4,701)
 [1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
 derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
 [2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are

 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 11,215
 $
 11,215
 $
 ( 2,067)
 [2]
 -
 -
 3,992
 3,992
 ( 1,026)
 Other foreclosed assets
 [2]
 -
 -
 ( 1)
 Long-lived assets held-for-sale
 [3]
 -
 -
 1,178
 1,178
 ( 2,155)
at fair value on a nonrecurring basis
 $
 -
 $
 -
 $
 16,398
 $
 16,398
 $
 ( 5,249)
 [1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
 derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
 [2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
 [3] Represents the fair value of long-lived assets held-for-sale
that were written down to their fair value.

31, 2021
 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 21,167
 $
 21,167
 $
 ( 3,721)
 [2]
 -
 -
 7,727
 7,727
 ( 1,579)
 Other foreclosed assets
 [2]
 -
 -
 ( 33)
 Long-lived assets held-for-sale
 [3]
 -
 -
 9,007
 9,007
 ( 5,320)
 Trademark
 [4]
 -
 -
 ( 5,404)
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
 [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
 [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.

 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, 2023, 2022, and 2021.

 MBS
 Other
 CMOs
 MBS

 Other
 trading account
 Total
 Total
 Consideration
 Balance at January 1,
2023
 $
 $
 1,000
 $
 $
 $
 $
 $
 130,596
 $
 -
 $
 -
 Gains (losses) included in
 -
 -
 -
 ( 2)
 ( 40)
 ( 11,589)
 ( 11,631)
 -
 -
 Gains (losses) included in OCI
 ( 5)
 -
 -
 -
 -
 -
 ( 5)
 -
 -
 -
 1,500
 -
 -
 2,097
 3,601
 -
 -
 Sales
 -
 -
 -
 -
 -
 ( 1,269)
 ( 1,269)
 -
 -
 Settlements
 ( 100)
 -
 ( 112)
 ( 101)
 -
 -
 -
 Balance at December 31, 2023
 $
 $
 2,500
 $
 $
 $
 $
 $
 121,499
 $
 -
 $
 -
 Changes in unrealized gains
 (losses) included in earnings
 relating to assets still held at
 $
 -
 $
 -
 $
 -
 $
 ( 1)
 $
 $
 ( 529)
 $
 ( 512)
 $
 -
 $
 -

 MBS
 Other
 Other
 CMOs
 MBS

 Total
 Total
 Consideration
 Balance at January 1, 2022
 $
 $
 -
 $
 $
 -
 $
 $
 121,570
 $
 122,874
 $
 $
 Gains (losses) included in
 -
 -
 ( 2)
 ( 73)
 9,241
 9,241
 Gains (losses) included in OCI
 ( 15)
 -
 -
 -
 -
 -
 ( 15)
 -
 -
 -
 1,000
 -
 6,614
 7,830
 -
 -
 Settlements
 ( 100)
 -
 ( 88)
 -
 -
 -
 ( 188)
 -
 -
 Balance at December 31, 2022
 $
 $
 1,000
 $
 $
 $
 $
 $
 130,596
 $
 -
 $
 -
 Changes in unrealized gains
 (losses) included in earnings
 relating to assets still held at
 $
 -
 $
 -
 $
 ( 2)
 $
 $
 ( 23)
 $
 11,964
 $
 11,943
 $
 -
 $
 -

31, 2021
 MBS
 Other
 CMOs

 Total
 Total
 Consideration
 Balance at January 1,
2021
 $
 1,014
 $
 $
 $
 118,395
 $
 120,068
 $
 -
 $
 -
 Gains (losses) included in earnings
 -
 ( 1)
 ( 101)
 ( 10,216)
 ( 10,318)
 -
 -
 Gains (losses) included in OCI
 ( 13)
 -
 -
 -
 ( 13)
 -
 -
 -
 -
 13,391
 13,419
 Settlements
 ( 175)
 ( 107)
 -
 -
 ( 282)
 -
 -
 Balance at December 31, 2021
 $
 $
 $
 $
 121,570
 $
 122,874
 $
 $
 Changes in unrealized gains (losses) included in
 earnings relating to assets still held at December 31,
 2021
 $
 -
 $
 ( 1)
 $
 ( 45)
 $
 6,410
 $
 6,364
 $
 -
 $
 -

 Gains and losses (realized and
unrealized) included in earnings for the
years ended December 31, 2023,
2022, and 2021 for Level
 3 assets and liabilities included in the previous
tables are reported in the consolidated statement
of operations as follows:

 2023
 2022
 2021
 Total
 Changes in unrealized
 Total
 Changes in unrealized
 Total
 Changes in unrealized

 relating to assets still
 relating to assets still
 relating to assets still

 in earnings
 held at reporting date
 in earnings
 held at reporting date
 in earnings
 held at reporting date
 $
 ( 11,589)
 $
 ( 529)
 $
 $
 11,964
 $
 ( 10,216)
 $
 6,410
 Trading account (loss) profit

 ( 42)
 ( 71)
 ( 21)
 ( 102)
 ( 46)
 -
 -
 9,241
 -
 -
 -
 Total

 $
 ( 11,631)
 $
 ( 512)
 $
 9,336
 $
 11,943
 $
 ( 10,318)
 $
 6,364

tables include
quantitative information
about significant
unobservable inputs
derive the
of Level
 instruments, excluding those instruments
for which the
unobservable inputs were not
developed by the
Corporation such as
 of prior transactions and/or unadjusted third-party pricing
sources at December 31, 2023 and 2022.

 Fair value at

 2023
 Valuation technique
 Unobservable inputs
 Weighted average (range) [1]
 CMO's - trading
 $
 Discounted cash flow model
 Weighted average life
 0.2

years (
 0.1

-
 0.2

years)
 Yield
 4.9
 %
 14.5
 %
 Other - trading
 $
 Discounted cash flow model
 Weighted average life
 2.3

years
 Yield
 12.0 %
 10.8 %
 $
 10,023
 [2]
 External appraisal
 Haircut applied on
 external appraisals
 6.9
 % (
 5.0
 % -
 10.0
 %)
 $
 [3]
 External appraisal
 Haircut applied on
 external appraisals
.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

 2022
 Valuation technique
 Unobservable inputs
 Weighted average (range) [1]
 CMO's - trading
 $
 Discounted cash flow model
 Weighted average life
 0.4

years (
 0.1

-
 0.6

years)
 Yield
 4.9
 % (
 4.9
 % -
 5.4
 %)
 10.2
 % (
 9.1
 % -
 %)
 Other - trading
 $
 Discounted cash flow model
 Weighted average life
 2.5

years
 Yield
 12.0 %
 10.8 %
 $
 5,087
 [2]
 External appraisal
 Haircut applied on
 external appraisals
 8.3
 % (
.0% -
 10.4
 %)
 $
 [3]
 External appraisal
 Haircut applied on
 external appraisals
 18.4
 % (
.0% -
.0%)
 [1]

 Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
 [2]
 Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.

 [3]
 Other real estate owned in which haircuts were not applied
to external appraisals were excluded from this table.

 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
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.
bills are classified as
Level 1 given the
 high volume of trades and pricing based on those
trades.

Obligations of U.S.
Government sponsored entities: The
Obligations of U.S. Government
sponsored entities include U.S.
which
fair
value
is
based
on
an
exchange
and
on
for
 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
municipal
bonds.
The
bonds
are
segregated
and
the
like
divided
into
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
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
bonds
by
and
sector.
Their
fair
value
incorporates
an
 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

Collateralized mortgage
obligations: Agency
collateralized mortgage
obligations ("CMOs")
are priced
a bond's
 theoretical
value
derived
from
bonds
by
and
sector
and
for
which
fair
value
 incorporates
an
spread.
The
spread
model
prepayment
and
volatility
 assumptions,
ratings
(whole
loans
collateral)
and
spread
adjustments.
These
CMOs
are
as
Level
2.
Other
 CMOs, due
to their
limited liquidity,
are classified
as Level
3 due
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
 fair
value
was
based
on
a
cash
flow
model
using
inputs,
interest-only
strips
are

are
comprised principally
of
in
closed-ended and
open-ended mutual
funds
and
other
 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
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.

("MSRs")
do
not
trade
in
an
with
readily
prices.
MSRs
are
priced
using
a
 discounted cash
flow model
valuation performed
by a
third party.
The discounted
cash flow
model incorporates
assumptions that
participants
would
use
in
estimating
net
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
loans' characteristics
and portfolio
behavior.
Due to
the unobservable
 nature of certain valuation inputs, the MSRs are

rate
caps
and
indexed
options
are
traded
in
over-the-counter
markets.
These
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
using
inputs.
Other
are
liquid
and
have
prices,
such
as
forward
 contracts or
"to be
announced securities"
("TBAs"). All
derivatives are
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
 The fair
the contingent
consideration, which
relates to
earnout payments
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
in
observed
involving
in
locations
and
which
could
be
to
adjustments.
 These collateral dependent loans are classified as Level
3.

 Loans measured at fair value or measured at
the lower of cost or market
 Loans
held-for-sale measured
value
or measured
lower of
cost
or market
were priced
based
on secondary
 prices. These loans are classified as Level 2.

 Other real estate owned and other foreclosed assets

 Other
real
owned
real
properties
securing
mortgage,
consumer,
and
loans.
Other
foreclosed
 assets include primarily automobiles
securing auto loans. The
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
 Long-lived assets held-for-sale
 The
for
its
long-lived
whenever
or
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

 Note 29 – Fair value of financial instruments

 The fair
financial instruments
amount at
which an
asset or
obligation could
be exchanged
in a
current transaction
willing
parties,
other
than
in
a
forced
or
liquidation
sale.
For
those
with
no
 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
herein
have
been
based
on
the
prevailing
rate
at
31,
2023
and
 December 31, 2022, as
applicable. In different interest
rate environments, fair value
estimates can differ significantly,
especially for
fixed
rate
instruments.
In
the
fair
do
not
attempt
to
the
value
of
the
 Corporation's fee
generating businesses and
anticipated future business
activities, that
is, they
represent the
 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
value hierarchy.
The aggregate
amounts of
instruments disclosed
represent management's
 estimate of the underlying value of the Corporation.

 Financial Assets:
 $
 $
 $
 -
 $
 -
 $
 -
 $
 6,991,758
 7,113
 -
 -
 Trading account debt securities, excluding
 [1]
 14,425
 -
 Debt securities available-for-sale
 [1]
 3,936,036
 12,789,902
 3,106
 -
 Debt securities held-to-maturity:
 $
 8,121,411
 $
 -
 $
 8,092,339
 $
 -
 $
 -
 $
 8,092,339
 Obligations of Puerto Rico, States and political
 59,628
 -
 7,007
 52,671
 -
 59,678
 Collateralized mortgage obligation-federal agency
 1,556
 -
 1,395
 -
 1,408
 Securities in wholly owned statutory business trusts
 5,960
 -
 5,960
 -
 -
 5,960
 $
 8,188,555
 $
 -
 $
 8,106,701
 $
 52,684
 $
 -
 $
 8,159,385
 Equity securities:
 FHLB stock
 $
 49,549
 $
 -
 $
 49,549
 $
 -
 $
 -
 $
 49,549
 FRB stock
 98,948
 -
 98,948
 -
 -
 98,948
 Other investments
 45,229
 -
 37,965
 7,869
 46,144
 Total equity securities
 $
 193,726
 $
 -
 $
 186,462
 $
 7,869
 $
 $
 194,641
 Loans held-for-sale
 $
 4,301
 $
 -
 $
 4,328
 $
 -
 $
 -
 $
 4,328
 34,335,630
 -
 -
 33,376,255
 -
 33,376,255
 -
 -
 -
 -
 -
 -

 Financial Liabilities:
 Demand deposits
 $
 55,116,351
 $
 -
 $
 55,116,351
 $
 -
 $
 -
 $
 55,116,351
 Time deposits
 8,501,892
 -
 8,154,823
 -
 -
 8,154,823
 $
 $
 -
 $
 63,271,174
 $
 -
 $
 -
 $
 63,271,174
 $
 $
 -
 $
 91,386
 $
 -
 $
 -
 $
 91,386
 Notes payable:
 FHLB advances
 $
 394,665
 $
 -
 $
 377,851
 $
 -
 $
 -
 $
 377,851
 Unsecured senior debt securities
 393,937
 -
 400,848
 -
 -
 400,848
 Junior subordinated deferrable interest debentures
 (related to trust preferred securities)
 198,346
 -
 180,076
 -
 -
 180,076
 Total notes payable
 $
 $
 -
 $
 958,775
 $
 -
 $
 -
 $
 958,775
 $
 $
 -
 $
 $
 -
 $
 -
 $
 [1]
 Refer to Note 28 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.

 Financial Assets:
 $
 $
 $
 -
 $
 -
 $
 -
 $
 5,607,937
 6,658
 -
 -
 Trading account debt securities, excluding
 [1]
 14,119
 -
 Debt securities available-for-sale
 [1]
 1,908,589
 15,894,074
 1,711
 -
 Debt securities held-to-maturity:
 $
 8,453,467
 $
 -
 $
 8,372,601
 $
 -
 $
 -
 $
 8,372,601
 Obligations of Puerto Rico, States and political
 59,010
 -
 -
 61,617
 -
 61,617
 Collateralized mortgage
obligation-federal agency
 -
 -
 -
 Securities in wholly owned statutory business trusts
 5,959
 -
 5,959
 -
 -
 5,959
 $
 8,518,455
 $
 -
 $
 8,378,560
 $
 61,636
 $
 -
 $
 8,440,196
 Equity securities:
 FHLB stock
 $
 65,861
 $
 -
 $
 65,861
 $
 -
 $
 -
 $
 65,861
 FRB stock
 96,206
 -
 96,206
 -
 -
 96,206
 Other investments
 33,787
 -
 29,302
 4,966
 34,598
 Total equity securities
 $
 195,854
 $
 -
 $
 191,369
 $
 4,966
 $
 $
 196,665
 Loans held-for-sale
 $
 5,381
 $
 -
 $
 -
 $
 5,404
 $
 -
 $
 5,404
 31,357,467
 -
 -
 29,366,365
 -
 29,366,365
 -
 -
 -
 -
 -
 -

 Financial Liabilities:
 Demand deposits
 $
 54,445,825
 $
 -
 $
 54,445,825
 $
 -
 $
 -
 $
 54,445,825
 Time deposits
 6,781,402
 -
 6,464,943
 -
 -
 6,464,943
 $
 $
 -
 $
 60,910,768
 $
 -
 $
 -
 $
 60,910,768
 $
 148,609
 $
 -
 $
 148,566
 $
 -
 $
 -
 $
 148,566
 [2]
 -
 -
 -
 Notes payable:
 FHLB advances
 $
 389,282
 $
 -
 $
 361,951
 $
 -
 $
 -
 $
 361,951
 Unsecured senior debt securities
 299,109
 -
 300,027
 -
 -
 300,027
 Junior subordinated deferrable interest debentures
 (related to trust preferred securities)
 198,319
 -
 173,938
 -
 -
 173,938
 Total notes payable
 $
 886,710
 $
 -
 $
 835,916
 $
 -
 $
 -
 $
 835,916
 $
 17,000
 $
 -
 $
 17,000
 $
 -
 $
 -
 $
 17,000
 [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.

 The notional amount of commitments to extend credit at December 31,
2023 and December 31, 2022 is $

 10.5

billion,
and represents the
unused portion of
credit facilities
granted to customers.
The notional amount
of letters of
credit at
 December 31, 2023 and December 31, 2022 is $

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.

 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
accrual of
benefits are
frozen to
all participants. The
Pension Plans'
 benefit formula
on a
percentage of
average final
compensation and
years of
service as
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
Employee Retirement
Income Security
Act of
1974 ("ERISA").
Benefits under
the Pension
Plans are
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
Retirement Plan
U.S. and
Internal Revenue
Code limits
and a
compensation definition
that excludes
amounts deferred pursuant
to nonqualified
 arrangements.

 In
to
pension
benefits,
BPPR
care
benefits
for
retired
(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
policy is
to
make
annual contributions
to
the
Pension 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
investments include
U.S. Government
and
other U.S.
agencies' obligations,
bonds, mortgage
 mortgage-backed securities
and index
funds, among
others. A
designated committee
periodically reviews
the performance
 pension
plans'
and
allocation.
The
Trustee
and
the
money
managers
are
allowed
to
exercise
 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
rate-of-return-on-assets assumption
reflects
the
average rate
of
on
the funds
 invested or
to
be invested
to provide
benefits included
benefit obligation.
The assumption
determined by
 reflecting
rates
of
for
the
plan
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
asset
allocation
as
of
31,
2023
and
2022
and
the
asset
allocation
 ranges, by asset category, are summarized in the table below.

 Minimum allotment
 Maximum allotment
 2023
 2022
 %
 %
 %
 %
 Debt securities
 %
 %
 %
 %
 Popular related securities
 %
 %
 %
 %
 Cash and cash equivalents
 %
 %
 %
 %

 The following table sets
forth by level, within
the fair value hierarchy,
the Pension Plans' assets at
fair value at December
 and 2022. 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.

 2023
 2022
 Total

 Total

 Obligations of the U.S.
 Government, its agencies,
 states and political
 $
 -
 $
 3,711
 $
 -
 $
 154,459
 $
 158,170
 $
 -
 $
 8,113
 $
 -
 $
 130,397
 $
 138,510
 Corporate bonds and
 debentures
 -
 295,141
 -
 7,042
 302,183
 -
 268,641
 -
 6,291
 274,932
 Equity securities - Common
 Stock
 34,334
 -
 -
 -
 34,334
 32,906
 -
 -
 -
 32,906
 Equity securities - ETF's
 42,798
 17,173
 -
 -
 59,971
 51,836
 20,276
 -
 -
 72,112
 Foreign commingled trust
 funds
 -
 -
 -
 51,392
 51,392
 -
 -
 -
 64,630
 64,630
 Mutual fund
 -
 1,610
 -
 22,642
 24,252
 -
 3,471
 -
 22,106
 25,577
 -
 9,289
 -
 -
 9,289
 -
 -
 -
 -
 -
 Cash and cash equivalents
 8,908
 -
 -
 -
 8,908
 7,637
 -
 -
 -
 7,637
 Accrued investment income

 -
 -
 3,927
 -
 3,927
 -
 -
 3,581
 -
 3,581

 $
 86,040
 $
 326,924
 $
 3,927
 $
 235,535
 $
 652,426
 $
 92,379
 $
 300,501
 $
 3,581
 $
 223,424
 $

 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
-
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
incorporates an
option adjusted spread
in deriving
their fair
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
 c
 orporate bond
 funds that are measured at NAV.

Equity securities – common stock
- 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.

Cash and cash equivalents - The carrying amount of
cash and cash equivalents is a reasonable estimate of the
 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
methodologies
or
assumptions to
the
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.

 2023
 2022
 Balance at beginning of year
 $
 3,581
 $
 4,566
 Purchases, sales, issuance and settlements (net)
 ( 985)
 Balance at end of year
 $
 3,927
 $
 3,581

 There were
 no

transfers in
and/or out
of Level
3 for
financial instruments
measured at
on a
 years ended
2022. There
were
 no

transfers in
and/or out
of Level
1 and
years ended
 December 31, 2023 and 2022.

 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)
 2023
 2022
 Shares of Popular, Inc. common stock
 178,611
 171,931
 Fair value of shares of Popular, Inc. common
stock
 $
 14,659
 $
 11,402
 Dividends paid on shares of Popular,
Inc. common stock held by the plan
 $
 $

 The following table presents the components of net
periodic benefit cost for the years ended
December 31, 2023, 2022 and 2021.

 2023
 2022
 2021
 2023
 2022
 2021
 (in thousands)
 Service cost
 $
 -
 $
 -
 $
 -
 $
 $
 $
 Other operating expenses:
 Interest cost
 31,548
 19,199
 15,993
 6,082
 3,931
 3,573
 Expected return on plan assets
 ( 34,365)
 ( 35,388)
 ( 38,679)
 -
 -
 -
 Recognized net actuarial loss
 21,465
 15,644
 18,876
 ( 2,212)
 -
 1,873
 Net periodic cost (benefit)
 $
 18,648
 $
 ( 545)
 $
 ( 3,810)
 $
 4,061
 $
 4,416
 $
 6,088
 Other Adjustments
 -
 -
 -
 -
 -
 Total cost (benefit)

 $
 18,648
 $
 ( 545)
 $
 ( 3,810)
 $
 4,061
 $
 4,476
 $
 6,088

 The following table sets forth the aggregate status of the plans and the amounts recognized in the consolidated financial statements
 at December 31, 2023 and 2022.

 2023
 2022
 2023
 2022
 Change in benefit obligation:
 Benefit obligation at beginning of year
 $
 628,175
 $
 851,471
 $
 $
 159,958
 Service cost

 -
 -
 Interest cost

 31,548
 19,199
 6,082
 3,931
 Actuarial (gain)/loss
 [1]
 16,861
 ( 194,473)
 ( 1,180)
 ( 39,479)
 Benefits paid
 ( 40,790)
 ( 48,022)
 ( 6,384)
 ( 6,619)
 Other adjustments
 -
 -
 -
 Benefit obligation at end of year
 $
 635,794
 $
 628,175
 $
 117,045
 $
 Change in fair value of plan assets:
 Fair value of plan assets at beginning of year
 $
 $
 860,484
 $
 -
 $
 -
 Actual return on plan assets
 73,101
 ( 192,807)
 -
 -
 Employer contributions
 6,384
 6,619
 Benefits paid
 ( 40,790)
 ( 48,022)
 ( 6,384)
 ( 6,619)
 Fair value of plan assets at end of year
 $
 652,426
 $
 $
 -
 $
 -
 Funded status of the plan:
 Benefit obligation at end of year
 $
 ( 635,794)
 $
 ( 628,175)
 $
 ( 117,045)
 $
 ( 118,336)
 Fair value of plan assets at end of year
 652,426
 -
 -
 Funded status at year end
 $
 16,632
 $
 ( 8,290)
 $
 ( 117,045)
 $
 ( 118,336)
 Amounts recognized in accumulated other comprehensive
loss:
 Net loss/(gain)
 200,094
 ( 25,454)
 Accumulated other comprehensive loss (AOCL)
 $
 200,094
 $
 $
 ( 25,454)
 $
 Reconciliation of net (liabilities) assets:
 Net liabilities at beginning of year
 $
 ( 8,290)
 $
 9,013
 $
 ( 118,336)
 $
 ( 159,958)
 Amount recognized in AOCL at beginning of year,
pre-tax
 225,356
 12,993
 Amount prepaid (liability) at beginning of year
 235,144
 234,369
 ( 144,822)
 ( 146,965)
 Total benefit
cost
 ( 18,648)
 ( 4,061)
 ( 4,476)
 Contributions
 6,384
 6,619
 Amount prepaid (liability) at end of year
 216,726
 235,144
 ( 142,499)
 ( 144,822)
 Amount recognized in AOCL
 ( 200,094)
 ( 243,434)
 25,454
 26,486
 Net asset/(liabilities) at end of year
 $
 16,632
 $
 ( 8,290)
 $
 ( 117,045)
 $
 ( 118,336)
 [1]
 For 2023, the significant component of the Pension Plans
actuarial gain were mainly related to a higher return on the
fair value of plan assets partially
 offset by an increase in the obligation due to a
decrease in the single weighted-average discount rates.
For OPEB plans, significant components of
 the actuarial gain that changed the benefit obligation were
mainly related to the per capita assumption at year
end that improved the funded position
 and the gain associated with census data updates and plan
experience better than expected offset by the
decrease in discount rates. For 2022,
 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 partially offset
by the health care cost trend assumption which was updated
to reflect inflationary pressures in the
 health care industry.

 The following table presents the change in accumulated other
comprehensive loss ("AOCL"), pre-tax, for the years ended December
 31, 2023 and 2022.

 2023
 2022
 2023
 2022
 Accumulated other comprehensive loss at beginning of year
 $
 $
 225,356
 $
 $
 12,993
 Increase (decrease) in AOCL:
 Recognized during the year:
 Amortization of actuarial losses
 ( 21,465)
 ( 15,644)
 2,212
 -
 Occurring during the year:
 Net actuarial (gains)/losses
 ( 21,875)
 33,722
 ( 1,180)
 ( 39,479)
 Total (decrease) increase
in AOCL
 ( 43,340)
 18,078
 1,032
 ( 39,479)
 Accumulated other comprehensive loss at end of year
 $
 200,094
 $
 $
 ( 25,454)
 $

 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
at
year
end,
the
used
a
of
spot
rates
to
 expected cash flows for years ended December 31, 2023
and 2022.
the discount
rate and
assumed health
care cost
trend rates
determine the
benefit obligation
 and net periodic benefit cost for the plans:

 Pension Plan
 Weighted average assumptions used to
 determine net periodic benefit cost for the
 years ended December 31:
 2023
 2022
 2021
 2023
 2022
 2021
 Discount rate for benefit obligation
 5.34

-
 5.37
 %
 2.79

-
 2.83
 %
 2.41

-
 2.48
 %
 5.42
 %
 2.94
 %
 2.65
 %
 Discount rate for service cost
 N/A
 N/A
 N/A
 5.66
 %
 3.21
 %
 3.09
 %
 Discount rate for interest cost
 5.23

-
 5.24
 %
 2.3
 0 -
 2.33
 %
 1.76

-
 1.80
 %
 5.28
 %
 2.51
 %
 2.03
 %
 Expected return on plan assets
 5.9
 0 -
 6.50
 %
 4.3
 0 -
 5.40
 %
 4.6
 0 -
 5.5
 %
 N/A
 N/A
 N/A
 Initial health care cost trend rate
 N/A
 N/A
 N/A
 7.50
 %
 4.75
 %
 5.00
 %
 Ultimate health care cost trend rate
 N/A
 N/A
 N/A
 4.50
 %
 4.50
 %
 4.50
 %
 Year that the ultimate trend
rate is reached
 N/A
 N/A
 N/A
 2035
 2023
 2023
 Weighted average assumptions used to determine
benefit obligation at
 December 31:
 2023
 2022
 2023
 2022
 Discount rate for benefit obligation
 5.02
 -
 5.05
 %
 5.34
 -
 5.37
 %
 5.10
 %
 5.42
 %
 Initial health care cost trend rate
 N/A
 N/A
 7.25
 %
 7.50
 %
 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
 2035
 2035

 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,
2023 and 2022.

 2023
 2022
 2023
 2022
 Projected benefit obligation
 $
 35,965
 $
 628,175
 $
 117,045
 $
 Accumulated benefit obligation

 36,965
 628,175
 117,045
 Fair value of plan assets

 29,193
 -
 -

 The
following table
presents information
for plans
with plan
assets in
excess of
its
projected benefit
obligation and
 benefit obligation for the years ended December 31,
2023 and 2022.

 2023
 2022
 2023
 2022
 Projected benefit obligation
 $
 599,829
 $
 -
 $
 -
 $
 -
 Accumulated benefit obligation

 599,829
 -
 -
 -
 Fair value of plan assets

 623,233
 -
 -
 -

 The Corporation expects to pay the following contributions
to the plans during the year ended December
31, 2024.

 2024
 $
 $
 5,744

 Benefit payments projected to be made from the
plans during the next ten years are presented
in the table below.

 2024
 $
 49,072
 $
 5,744
 2025
 45,790
 6,003
 2026
 45,906
 6,301
 2027
 45,907
 6,582
 2028
 45,818
 6,865
 2029 - 2033
 223,097
 37,503

 The table below presents a breakdown of the
plans' assets and liabilities at December
31, 2023 and 2022.

 2023
 2022
 2023
 2022
 Non-current assets
 $
 23,404
 $
 -
 $
 -
 $
 -
 Current liabilities

 5,595
 5,779
 Non-current liabilities
 6,550
 8,068
 111,451
 112,557

 Savings plans
 The
also
contribution
savings
plans
pursuant
to
1081.01(d)
of
the
Rico
 Revenue
Code
and
401(k)
of
the
U.S.
Revenue Code,
as
applicable, for
substantially
all
the
of
the
 Corporation. Investments
plans are
participant-directed, and employer
matching contributions
are determined
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, 2023 was $
 20.3

 18.7

million, 2021 - $
 13.3

 The
plans held
 1,253,702

(2022 –
 1,246,519
) shares
of common
stock
of
the
Corporation with
a market
 $
 102.9

million at December 31, 2023 (2022 - $
 82.7

 Note 31 – Net income per common share

 The
following table
sets
forth the
computation of
net
income per
common share
("EPS"), basic
and diluted,
years
ended
 December 31, 2023, 2022 and 2021:

 (In thousands, except per share information)
 2023
 2022
 2021
 $
 $
 $
 Preferred stock dividends
 Net income applicable to common stock
 $
 539,930
 $
 1,101,229
 $
 933,477
 Average common shares outstanding
 71,710,265
 75,147,263
 81,263,027
 Average potential dilutive common shares

 81,427
 126,740
 157,127
 Average common shares outstanding - assuming dilution
 71,791,692
 75,274,003
 81,420,154
 Basic EPS
 $
 7.53
 $
 14.65
 $
 11.49
 Diluted EPS
 $
 7.52
 $
 14.63
 $
 11.46

 Potential common shares consist of shares of common stock issuable under the assumed exercise of stock options, restricted stock
 and
share
awards
using
the
treasury
stock
This
assumes
that
the
are
 issued and
the proceeds
from exercise,
in addition
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
per
share.
Warrants,
stock
options,
stock
and
performance share
awards,
if
any,
that
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.

 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, 2023, 2022

and 2021.

31,
 2023
 2022
 2021
 BPPR
 BPPR
 BPPR
 Service charges on deposit accounts
 $
 137,297
 $
 10,179
 $
 146,073
 $
 11,137
 $
 151,453
 $
 11,245
 Other service fees:
 Debit card fees
 53,434
 49,297
 47,681
 Insurance fees, excluding reinsurance
 46,903
 5,602
 40,545
 5,018
 40,929
 3,798
 Credit card fees, excluding late fees and membership
fees
 147,559
 1,597
 136,295
 1,275
 117,418
 1,052
 Sale and administration of investment products
 26,316
 -
 23,553
 -
 23,634
 -
 Trust fees
 26,160
 -
 23,614
 -
 24,855
 -
 Total revenue from
contracts with customers
 [1]
 $
 437,669
 $
 18,231
 $
 419,377
 $
 18,306
 $
 405,970
 $
 17,051
 [1] The amounts include intersegment transactions of $
.0
million, $
.0 million and $
 4.1

million, respectively, for the years
 2023, 2022 and 2021.

 Revenue from contracts with
customers is recognized when,
or as, the performance
obligations are satisfied by
the Corporation by
 transferring the
promised services
to
the customers.
A
service is
transferred to
the customer
when, or
as, the
customer obtains
of
that
service.
A
performance obligation
may
be
satisfied over
time
or
at
a
point
in
time.
Revenue from
a
 obligation satisfied
over time
is recognized
the services
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
transaction price
only to
the extent
it is
probable that a
significant reversal
cumulative revenue
 recognized will
not occur.
principal in
a transaction
if it
obtains control
specified goods
or services
 before they
are transferred
to
the customer.
If the
Corporation acts
as principal,
revenues are
presented in
the gross
 consideration to which it expects to
be entitled and are not
netted with any related expenses. On the
other hand, the Corporation is
 an agent if it does not control
the specified goods or services before they are transferred
to the customer. If
the Corporation acts as
 an agent, revenues are presented in the amount
of consideration to which it expects to be entitled,
net of related expenses.

 Following is a description of the nature and timing
of revenue streams from contracts with customers:
 Service charges on deposit accounts
 Service
charges
on
are
earned
on
retail
and
and
include,
but
are
not
limited
to,
 nonsufficient fund
fees, overdraft
fees and
checks stop
payment fees.
These transaction-based
fees are
recognized at
a point
in
 time,
upon
occurrence
of
an
or
event
or
upon
the
occurrence
of
a
which
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
upon
of
the
debit
card
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
 when related
policies are effective
since the Corporation
have an enforceable
right to
payment for services
completed to
 date.
An
is
created
for
to
commissions
earned
to
cancellations.
 commissions
are
on
an
accrual
basis
when
the
to
be
is
notified
by
the
company.
The

 Corporation is acting
as an
agent since it
arranges for the
sale of
the policies and
receives commissions if,
and when, it
achieves
 the sale.

 Credit card fees
 Credit card
fees include,
but are
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
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
fees
are
satisfied
over
time
and
are
in
arrears.
At
contract
inception,
the
of
the
asset
 management fee
is constrained
inclusion in
the transaction
price since
the promised
consideration is
dependent on
the
 market and thus
is highly susceptible
to factors
outside the manager's
influence. As advisor,
the broker-dealer subsidiary
is acting
 as principal.
 Underwriting fees are
recognized at a point
in time, when
the investment products
are sold in
the open market at
a markup. When
 the broker-dealer subsidiary is lead
underwriter, it is
acting as an agent. In
turn, when it is
a participating underwriter, it
is acting as
 principal.
 Mutual fund fees,
such as distribution fees,
are considered variable consideration
and are recognized over
time, as the
uncertainty
 of the fees to be
received is resolved as NAV
is determined and investor activity occurs. The
promise to provide distribution-related
is
a
as
it
the
of
a
series
of
distinct
that
are
 substantially the same and have the same pattern of
transfer. When the broker-dealer subsidiary is acting as a distributor, it is acting
 as principal. In turn, when it acts as third-party dealer, it is acting
as an agent.
 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
a
performance obligation
as
it
requires the
 provision of
a series
of distinct
services that
are substantially
and have
pattern of
transfer.
The performance
is
satisfied
over
time,
except
for
optional
and
other
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.

 Note 33 – Leases
 The
Corporation enters
in
the
ordinary course
of
into
operating and
for
land,
buildings
and
equipment.
 These contracts generally do
not include purchase options
or residual value guarantees.
The remaining lease terms
of
 0.1

to
 31.0
 years
considers options
to
extend the
leases for
up
to

years. The
Corporation identifies
leases when
it
has
both the
right to
 obtain substantially all of the economic benefits from
the use of the asset and the right to direct
the use of the asset.
recognizes right-of-use
assets ("ROU
assets") and
lease liabilities
operating and
finance leases
 Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. Refer to Note 14
 and
Note
to
the
Statements,
for
on
the
balances of
these
lease
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
of
its
that
are
collateralized.
For
held
by
non-banking
 subsidiaries, a credit spread is added to this rate
based on financing transactions with a
similar credit risk profile.

 The following table presents the undiscounted
cash flows of operating and finance leases for
each of the following periods:

 2024
 2025
 2026
 2027
 2028
 Later
 Years
 Total Lease
 Payments
 Less: Imputed
 Total
 Operating Leases
 $
 30,652
 $
 28,042
 $
 19,600
 $
 14,357
 $
 11,902
 40,648
 $
 145,201
 $
 ( 18,255)
 $
 126,946
 Finance Leases
 4,498
 4,605
 4,374
 3,017
 2,344
 10,434
 29,272
 ( 3,494)
 25,778

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

31,
 2023
 2022
 2021
 Finance lease cost:
 Amortization of ROU assets
 $
 4,192
 $
 2,938
 $
 2,006
 Interest on lease liabilities
 1,063
 1,117
 1,044
 Operating lease cost
 31,596
 30,534
 29,970
 Short-term lease cost
 Variable lease cost
 Sublease income
 ( 66)
 ( 37)
 ( 70)
 Net gain recognized from sale and leaseback transaction
 [1]
 -
 -
 ( 7,007)
 Total lease cost
 [2]
 $
 37,452
 $
 35,181
 $
 26,683
 [1]
 During the quarter ended September 30, 2021, the Corporation
recognized the transfer of two corporate office
buildings as a sale. Since these
 sale and partial leaseback transactions were considered to
be at fair value, no portion of the gain on sale was deferred.
 [2]
 Total lease cost
is recognized as part of net occupancy expense, except
for the net gain recognized from sale and leaseback
transactions which
 was included as part of other operating income.

 The
table
supplemental
cash
flow
and
other
to
and
 leases.

31,
 2023
 2022
 2021
 Cash paid for amounts included in the measurement of
lease liabilities:
 Operating cash flows from operating leases
 [1]
 $
 31,124
 $
 29,985
 $
 38,288
 Operating cash flows from finance leases
 1,063
 1,117
 1,044
 Financing cash flows from finance leases
 [1]
 5,360
 3,346
 2,852
 ROU assets obtained in exchange for new lease obligations:
 Operating leases
 [2]
 $
 8,048
 $
 14,564
 $
 24,136
 Finance leases
 6,198
 -
 Weighted-average remaining lease term:
 Operating leases
 7.3
 years
 7.5
 years
 7.9
 years
 Finance leases
 8.3
 years
 8.2
 years
 8.3
 years
 Weighted-average discount rate:
 Operating leases
 3.3
 %
 3.0
 %
 2.7
 %
 Finance leases
 3.9
 %
 4.2
 %
 5.0
 %
 [1]
 During the quarter ended March 31, 2021, the Corporation made
base lease termination payments amounting to $
 7.8

million in connection with
 the closure of nine branches as a result of the strategic realignment
of PB's New York
Metro branch network.
 [2]
 During the quarter ended September 30, 2021, the Corporation
recognized a lease liability of $
 16.8

million and a corresponding ROU asset for
 the same amount as a result of the partial leaseback of
two corporate office buildings.

 As
of
31,
2023,
the
has
that
have
not
yet
commenced
with
an
 undiscounted contract amount of $3.9 million, which
will have lease terms ranging from

to

 Note 34 - Stock-based compensation

 Incentive Plan

On May 12, 2020, the stockholders of the Corporation approved the
Popular, Inc. 2020 Omnibus Incentive Plan, which
permits
 the Corporation to issue several types of stock-based compensation to employees and directors of
the Corporation and/or any of its
 subsidiaries (the
"2020 Incentive
Plan"). The
2020 Incentive
Plan replaced
the Popular,
Inc. 2004
Omnibus Incentive
Plan, which
 was in effect
prior to the adoption of
the 2020 Incentive Plan (the
"2004 Incentive Plan" and, together
with the 2020 Incentive
Plan,
 the "Incentive Plan"). Participants under the Incentive Plan are designated by the Talent and Compensation Committee of the Board
 of Directors (or its delegate, as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stock and
 performance shares to its employees and restricted
stock and restricted stock units ("RSUs")
to its directors.
 The restricted
stock granted
Incentive Plan
to employees
becomes vested
the employees'
continued service
 with
Popular.
Unless
stated
in
an
agreement,
 the compensation cost associated with the shares of restricted stock
 granted prior to 2021 was determined based on a two-prong vesting schedule. The first part is vested ratably over five or four years
 commencing at the date of grant (the "graduated vesting portion") and the second part is vested at termination of employment after
 attaining 55 years of age and 10 years of service or 60 years of age and 5 years of service (the "retirement vesting portion"). The
 graduated vesting portion is accelerated at termination of employment after attaining 55 years of age and 10 years of service or 60
 years of age and 5 years of service. Restricted stock granted on or after 2021 will vest ratably in equal annual installments over a
 period of 4 years or 3 years, depending in the classification of the employee. The vesting schedule is accelerated at termination of
 employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service.

 The
performance share
awards
granted
under
the
Incentive
Plan
consist
of
the
opportunity
to
of
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
equally:
the
Relative
Total
Shareholder
Return
("TSR")
and
the
Absolute
Return
on
Tangible
 Common
Equity ("ROATCE")
goal.
The
TSR
metric is
considered to
be
a market
condition under
ASC
718.
For
equity settled
 awards based
on a
market condition,
value is
determined as
grant date
and is
not subsequently
revised based
on
performance.
The
ROATCE
metric
is
to
be
a
under
ASC
718.
The
fair
value
is
 determined based on the probability of achieving the ROATCE goal as of each reporting period.
The TSR and ROATCE metrics are
 equally
weighted and
work independently.

 The number of shares that will ultimately vest ranges from 50 % to a 150 % of target
 based on both market (TSR) and performance (ROATCE) conditions. The performance shares vest at the end of the three-year
 performance cycle. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60
 years of age and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance
 cycle.
 The
table
summarizes
the
stock
and
under
the
Incentive
Plan
for
members
of

 (Not in thousands)
 Shares
 Weighted-average
 grant date fair value
 Non-vested at January 1, 2021
 358,512
 $
 41.23
 191,479
 69.38
 Performance Shares Quantity Adjustment
 54,306
 54.21

 ( 273,974)
 55.11
 ( 8,440)
 43.48
 Non-vested at December 31, 2021
 321,883
 $
 47.98
 194,791
 84.29
 Performance Shares Quantity Adjustment
 6,947
 78.02

 ( 240,033)
 66.11
 ( 1,625)
 78.86
 Non-vested at December 31, 2022
 281,963
 $
 56.50
 257,757
 66.01
 Performance Shares Quantity Adjustment
 19,753
 75.32

 ( 243,133)
 66.31
 ( 16,444)
 55.82
 Non-vested at December 31, 2023
 299,896
 $
 58.20

the
year
ended
31,
2023,
 200,303

of
stock
(2022
-
 137,934
;
2021
-
 120,105
)
and
 57,454
 performance shares (2022 -
 56,857
; 2021 -
 71,374
) were awarded to management under the
Incentive Plan.
the
year
ended
31,
2023,
the
$
 11.5

of
stock
to
 management incentive awards, with a
tax benefit of $
 1.9

 10.3

million, with a tax
benefit of $
 1.8

 8.6
 million, with
a tax
benefit of
$
 1.6

million). During
market value
restricted stock
 and performance shares vested was $
 11.4

million at grant date and $
 14.3

million at vesting date. This differential triggers
a windfall
 of $
 1.1

million that was recorded as a reduction in income tax expense.
During the year ended December 31, 2023, the Corporation
 recognized $
 3.5

million of performance
shares expense, with
a tax benefit
of $
 0.1

million (2022 -
$
 4.8

million, with a
tax benefit of
 $
 0.4

 5.8

million, with a tax benefit of $
 0.5

The total unrecognized compensation cost related to non-vested
stock
awards
and
to
members
of
at
31,
2023
was
$
 10.4

and
is
 expected to be recognized over a weighted-average
 1.76

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

 (Not in thousands)
 Units/Stocks
 Weighted-average
grant
 date fair value
 Non-vested at January 1, 2021
 -
 -
 20,638
 $
 78.20

 ( 20,638)
 78.20
 -
 -
 Non-vested at December 31, 2021
 -
 -
 25,321
 $
 77.48

 ( 25,321)
 77.48
 -
 -
 Non-vested at December 31, 2022
 -
 -
 39,104
 $
 55.30

 ( 39,104)
 55.30
 -
 -
 Non-vested at December 31, 2023
 -
 -

 The
awards
granted
to
members
of
the
Board
of
of
Inc.
(the
"Directors")
will
vest
and
become
non-
 forfeitable on the
grant date of
such award. Effective
in May 2019,
all equity awards
granted to the
Directors may be
paid in either
stock
or
RSUs
at
each
election.
If
RSUs
are
elected,
the
may
defer
the
delivery
of
the
of
 common stock
underlying the
RSUs award
until their
retirement. To
the extent
that cash
dividends are
paid on
 outstanding common stock, the Directors will
receive an additional number of RSUs
that reflect a reinvested dividend equivalent.

 For 2023, 2021 and
2021, Directors elected RSUs and
common stock.
For the year ended December
 36,804

RSUs and
 2,300

shares of common stock were
granted to the Directors (2022
-
 25,321

RSUs and no shares of common
stock; 2021 -
 20,638
 RSUs and no shares of common stock).
For the year ended December 31, 2023, $
 2.2

million of restricted stock expense related to
 these RSUs and unrestricted stocks were recognized, with a tax
benefit of $
 0.4

 2.0

million with a tax benefit of $
 0.4
 million; 2021
- $
 1.9

million with
a tax
benefit of
$
 0.4

The fair
value at
vesting date
RSUs vested
year
 ended December 31, 2023 for the Directors was
$
 2.2

 Note 35 – Income taxes

 The components of income
tax expense for the
years ended December 31, 2023,
2022, and 2021 are
summarized in the following
 table.

 2023
 2022
 2021
 Current income tax expense:
 $
 168,001
 $
 156,425
 $
 69,415
 Federal and States
 9,335
 9,034
 10,232

Subtotal
 177,336
 165,459
 79,647
 Deferred income tax (benefit) expense:
 ( 50,871)
 ( 4,373)
 179,688
 Federal and States
 7,732
 ( 28,756)
 49,683

Subtotal
 ( 43,139)
 ( 33,129)
 229,371
 Total income tax
 $
 $
 $

 The reasons
difference between
the income
tax expense
applicable to
income before
provision for
income taxes
 amount computed by applying the statutory tax rate
in Puerto Rico were as follows:

 2023
 2022
 2021

 % of pre-tax
 % of pre-tax
 % of pre-tax
 Computed income tax at statutory rates

 $
 253,327
 %
 $
 463,114
 %
 $
 466,465
 %
 Net benefit of tax exempt interest income
 ( 95,222)
 ( 14)
 ( 165,065)
 ( 13)
 ( 139,426)
 ( 12)
 Effect of income subject to preferential tax rate
 ( 1,854)
 -
 ( 86,797)
 ( 7)
 ( 11,981)
 ( 1)
 Deferred tax asset valuation allowance
 2,304
 -
 ( 21,469)
 ( 2)
 20,932
 NOL Adjustments
 -
 -
 ( 34,817)
 ( 3)
 -
 -
 Difference in tax rates due to multiple jurisdictions
 ( 12,857)
 ( 2)
 ( 26,887)
 ( 2)
 ( 30,719)
 ( 3)
 Change in tax rates
 ( 18,714)
 ( 3)
 -
 -
 -
 -
 Unrecognized tax benefits
 ( 1,529)
 -
 ( 1,503)
 -
 ( 5,484)
 -
 Other tax benefits
 ( 2,925)
 -
 -
 -
 -
 -
 State and local taxes
 25,401
 14,981
 14,629
 Others
 ( 13,734)
 ( 2)
 ( 9,227)
 ( 1)
 ( 5,398)
 -
 $
 %
 $
 %
 $
 %

 For the year ended December 31, 2023, the Corporation
recorded income tax expense of $
 134.2

million, compared to $
 132.3

 for
net increase
of
$
 1.9

expense reflects
the impact
of
the composition
and
 source of taxable
income between both
For the year
2023, the income
before tax
was lower than
for
 the year ended
December 31, 2022,
which would have
resulted in a
lower income tax
expense; however, the
income tax expense
 for 2022 benefited from:
the reversal of a portion of the deferred tax
assets valuation allowance of the U. S. operations, resulting in
 an income tax benefit of $
 68.2

million, higher exempt income, net of disallowance,
and the gain on sale of Evertec shares, taxable at
 a preferential tax rate.
 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
liabilities at
 December 31, 2023 and 2022 were as follows:

 PR
 US
 Total
 Deferred tax assets:
 Tax credits available
for carryforward
 $
 $
 10,281
 $
 10,544
 Net operating loss and other carryforward available

 122,634
 620,982
 743,616
 Postretirement and pension benefits
 38,121
 -
 38,121
 Allowance for credit losses
 244,956
 28,222
 273,178
 Depreciation
 6,774
 6,578
 13,352
 FDIC-assisted transaction
 152,665
 -
 152,665
 Lease liability
 29,070
 20,492
 49,562
 Unrealized net loss on investment securities
 312,583
 19,037
 331,620
 Difference in outside basis from pass-through entities
 46,056
 -
 46,056
 Mortgage Servicing Rights
 14,085
 -
 14,085
 Other temporary differences
 47,679
 9,625
 57,304
 Total gross deferred
 1,014,886
 715,217
 1,730,103
 Deferred tax liabilities:
 Intangibles
 84,635
 51,944
 136,579
 Right of use assets
 26,648
 18,030
 44,678
 Deferred loan origination fees/cost
 ( 1,056)
 1,486
 Loans acquired
 20,430
 -
 20,430
 Other temporary differences
 6,402
 6,824

 Total gross deferred
tax liabilities
 137,059
 71,882
 208,941
 Valuation allowance
 139,347
 374,035
 513,382
 Net deferred tax asset
 $
 738,480
 $
 269,300
 $
 1,007,780

 PR
 US
 Total
 Deferred tax assets:
 Tax credits available
for carryforward
 $
 $
 2,781
 $
 3,042
 Net operating loss and other carryforward available

 121,742
 661,144
 782,886
 Postretirement and pension benefits
 47,122
 -
 47,122
 Allowance for credit losses
 250,615
 32,688
 283,303
 Depreciation
 5,972
 6,309
 12,281
 FDIC-assisted transaction
 152,665
 -
 152,665
 Lease liability
 28,290
 23,521
 51,811
 Unrealized net loss on investment securities
 265,955
 23,913
 289,868
 Difference in outside basis from pass-through entities
 40,602
 -
 40,602
 Mortgage Servicing Rights
 13,711
 -
 13,711
 Other temporary differences
 17,122
 7,815
 24,937
 Total gross deferred
 944,057
 758,171
 1,702,228
 Deferred tax liabilities:
 Intangibles
 81,174
 54,623
 135,797
 Right of use assets
 26,015
 20,262
 46,277
 Deferred loan origination fees/cost
 1,076
 2,961
 4,037
 Loans acquired
 23,353
 -
 23,353
 Other temporary differences
 1,531
 -
 1,531

 Total gross deferred
tax liabilities
 133,149
 77,846
 210,995
 Valuation allowance
 137,863
 402,333
 540,196
 Net deferred tax asset
 $
 673,045
 $
 277,992
 $
 951,037

 The net deferred
tax asset shown
table above at
is reflected in
the consolidated statements
of financial
 condition as $
 1.0

billion in net deferred tax assets (in the
"other assets" caption) (December 31, 2022 - $
 1.0

billion) and $
 1.3

 in deferred
tax liabilities
(in the
"other liabilities"
caption) (December
31, 2022-
$
 2.6

million), reflecting
the aggregate
or
of
tax-paying subsidiaries
of
the
in
their
respective tax
jurisdiction, Puerto
Rico
or
the
 United States.
 The net reduction in the valuation
allowance of approximately $

million during the year ended December 31,
2023
 was due primarily to the change in the blended
state tax rate applicable to net operating losses
of the U.S. operation.
 The deferred tax asset related to the NOLs and
other carryforwards as of December 31, 2023, expires
as follows:

 2024
 $
 9,234
 2025
 13,516
 2026
 13,367
 2027
 15,202
 2028
 244,706
 2029
 111,307
 2030
 137,344
 2031
 106,295
 2032
 51,302
 2033
 8,198
 2034
 2035
 32,244
 $
 743,616

the net
asset of
operations amounted
to $

million with
a valuation
allowance of
 $

for
a
net
tax
asset
of
$

The
Corporation evaluates
on
a
basis
the
realization of
the
 deferred tax asset by taxing jurisdiction.
The U. S. operations sustained profitability for the three years
period ended December 31,
 2023.
The financial results for year
2023 were lower than prior
year; however, this
additional component of negative evidence was
positive evidence of
recent historical results,
still demonstrating financial
stability for the
U. S.
Operations.
The historical
 financial results are objectively verifiable positive evidence, evaluated together
with the positive evidence of stable
credit metrics, in
 combination with
the
length
of
the expiration
of
the
NOLs.
On
the other
hand,
the
Corporation evaluated
the
negative evidence
 accumulated over
the years,
including financial
results lower
than expectations
and challenges
economy due
to inflationary
 pressures and global geopolitical uncertainty that have
resulted in a reduction of pre-tax
income for the year 2023.
As of December
 31,
2023,
after
weighting
all
positive
and
negative
evidence,
the
concluded
that
it
is
more
than
not
that

asset from
the
U.S. operations,
comprised mainly
of net
operating losses,
will
be
 realized.
The
based
this
on
its
to
realize
the
tax
asset
for
the
 remaining carryforward
period, together
historical level
of book
income adjusted
by permanent
differences. Management
 will
to
monitor
and
the
U.S.
operation's
results,
the
pre-tax
forecast,
and
other
net
 income versus
forecast, targeted
loan growth,
net interest
income margin,
deposits costs,
credit losses,
 charge offs, NPLs inflows and NPA balances, to assess the future realization
of the deferred tax asset.
net deferred
its Puerto
Rico operations
$

Banking operation
has strong
historical record
of profitability.
This is
considered a
strong piece
of
 objectively verifiable
positive evidence
that
outweigh 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
 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
exclusive
of
reversing
 temporary differences,
three years
period ended
2023. Management expects
these losses
a trend
in
 future years. This
objectively verifiable negative evidence is
considered by management strong negative
evidence that will suggest
 that income
in future
years will
be insufficient
to support
the realization
of all
asset. After
weighting 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
of
the
tax
the
has
maintained
a
full
 allowance on the deferred tax asset of $

million as of December 31, 2023.
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, 2022
 $
 3.5
 Reduction as a result of lapse of statute of limitations
 ( 1.0)
 Balance at December 31, 2022
 $
 2.5
 Reduction as a result of change in tax position
 ( 1.0)
 Balance at December 31, 2023
 $
 1.5

 At
total amount
of
interest recognized
statement of
approximated
$
 2.3

 (2022 -
$
 2.6

million). The
total interest
expense recognized
during 2023
was $

thousand net
of a
reduction of
$

thousand
 due
to
the
expiration
of
the
statute
of
limitation
(2022
-
$

thousand
net
of
a
of
$

thousand).
 determined that, as of
December 31, 2023 and
2022, there was no
need to accrue for
the payment of penalties.
 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

 After consideration
effect on
U.S. federal
tax of
unrecognized U.S.
state tax
benefits, the
total amount
of unrecognized
tax
 benefits, including U.S. and Puerto Rico that, if recognized, would affect the Corporation's effective tax rate, was approximately $
 2.9
 million at December 31, 2023 (2022 - $
 4.3

 The amount of
unrecognized tax benefits
may increase or
decrease in the
future for various
reasons including adding amounts
for
tax
year
positions,
expiration
of
open
tax
due
to
the
statute
of
limitations,
in
 judgment about
the level
of uncertainty,
status of
examinations, litigation
and legislative
activity,
addition or
elimination of
 uncertain tax positions.
 The
Corporation and
its subsidiaries
file
returns in
Rico, the
U.S. federal
jurisdiction, various
U.S. states
and
 political subdivisions, and
foreign jurisdictions. As
of December 31,
following years remain
examination in the
 U.S. Federal jurisdiction – 2020 and thereafter and
in the Puerto Rico jurisdiction – 2018 and thereafter.

 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, 2023, 2022 and 2021 are
 listed in the following table:

 2023
 2022
 2021
 Income taxes paid
 $
 185,423
 $
 178,808
 $
 64,997
 Interest paid
 1,093,968
 292,491
 170,442
 Non-cash activities:

Loans transferred to other real estate
 60,976
 64,953
 57,638

Loans transferred to other property
 72,069
 51,642
 45,144

Total loans transferred
to foreclosed assets
 133,045
 116,595
 102,782

Loans transferred to other assets
 28,616
 8,664
 7,219

Financed sales of other real estate assets
 10,378
 8,535
 13,014

Financed sales of other foreclosed assets
 49,361
 38,467
 43,060

Total financed sales
of foreclosed assets
 59,739
 47,002
 56,074

Financed sale of premises and equipment
 88,537
 47,697
 31,085

Transfers from premises and equipment to
long-lived assets held-for-sale
 -
 1,739
 32,103

Transfers from loans held-in-portfolio to
loans held-for-sale
 57,526
 11,531
 69,890

Transfers from loans held-for-sale to loans
 5,354
 26,425
 9,762

Transfers from available-for-sale to held-to-maturity
 -
 6,531,092
 -

Loans securitized into investment securities
 [1]
 37,345
 300,279
 732,533

Trades receivables from brokers and
counterparties
 9,461
 64,824

Trades payable to brokers and counterparties
 9,461
 13,789

Net change in receivables from investments securities
 51,000
 125,000
 -

Recognition of mortgage servicing rights on securitizations
or asset transfers
 2,097
 6,614
 13,391

Loans booked under the GNMA buy-back option
 6,014
 9,799
 19,798

Capitalization of right of use assets
 23,991
 17,932
 35,683

Acquisition of software intangible assets
 -
 28,650
 -

Goodwill on acquisition
 -
 116,135
 -

Total stock consideration
related to Evertec transactions
 -
 144,785
 -
 [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.

 December 31, 2021
 $
 383,385
 $
 423,233
 $
 411,346
 Restricted cash and due from banks
 37,077
 46,268
 17,087
 Restricted cash in money market investments
 7,113
 6,658
 6,079
 Total cash and due
from banks, and restricted cash
 [2]
 $
 427,575
 $
 476,159
 $
 434,512
 [2]

 Refer to Note 5 - Restrictions on cash and due from banks
and certain securities for nature of restrictions.

 Note 37 – Segment reporting
 The
structure
of
 two

reportable
segments
–
 Banco Popular de Puerto Rico and Popular U.S.
 Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess
 where to allocate resources.

The segments were
determined based on the
organizational structure, which focuses
primarily on the
 markets the segments serve, as well as on the products
and services offered by the segments.
 Banco Popular de Puerto Rico:

 The Banco Popular de
Puerto Rico reportable segment
includes commercial, consumer and retail
banking operations conducted at
 BPPR, including
U.S. based
activities conducted
through its
Branch. It
also includes
the lending
operations of
 Auto
and
Mortgage.
Other
the
BPPR
segment
the
trust
units
of
BPPR,
asset
 management services of Popular Asset
Management, the brokerage and investment
banking operations of Popular Securities,
and
 the insurance agency and reinsurance businesses
of Popular Insurance, Popular Risk Services, Popular
Life Re, and Popular Re.
 Popular U.S.:

 Popular U.S. reportable segment
consists of the
banking operations of Popular
Bank (PB), Popular Insurance
Agency, U.S.A.,
and
 PEF.
PB
operates through
a retail
branch network
U.S. mainland
name of
and equipment
leasing and
 financing services through PEF.
Popular Insurance Agency,
U.S.A. offers investment and insurance
services across the PB
branch
 network.

 The Corporate group
consists primarily of
the holding companies
Popular, Inc.,
Popular North America,
Popular International Bank
 and certain of
investments accounted for
under the equity
method, including Evertec,
until August 15,
2022, and
 Centro Financiero BHD, Le n.

 The
of
the
segments
are
the
same
as
those
of
the
Transactions
 reportable segments are primarily conducted at market rates, resulting
in profits that are eliminated for reporting consolidated results
 The tables that follow present the results of operations
and total assets by reportable segments:

 Intersegment

 BPPR
 $
 1,811,655
 $
 350,645
 $
 Provision for credit losses
 194,325
 14,584
 -

 586,677
 24,868
 ( 404)
 1,937
 1,243
 -
 -
 -
 49,135
 7,888
 -
 1,563,571
 254,253
 ( 404)
 117,412
 18,198
 -
 $
 471,952
 $
 56,347
 $
 $
 57,023,071
 $
 13,812,158
 $
 ( 426,058)

 Reportable
 Total

Segments
 Net interest income (expense)
 $
 2,162,302
 $
 ( 30,778)
 $
 -
 $
 208,909
 ( 300)
 -
 611,141
 44,410
 ( 4,827)
 650,724
 3,180
 -
 -
 3,180
 -
 -
 57,023
 1,484
 -
 58,507
 1,817,420
 ( 4,525)
 1,813,413
 Income tax expense (benefit)
 135,610
 ( 1,333)
 ( 80)
 $
 528,301
 $
 13,263
 $
 ( 222)
 $
 $
 70,409,171
 $
 5,607,833
 $
 ( 5,258,849)
 $

 Intersegment
 BPPR

 $
 1,823,517
 $
 372,988
 $
 Provision for credit losses
 70,304
 12,452
 -

 680,276
 31,958
 ( 547)
 1,937
 1,338
 -
 -
 9,000
 -
 47,003
 6,919
 -
 1,454,187
 230,136
 ( 543)
 148,351
 ( 25,205)
 -
 $
 782,011
 $
 170,306
 $
 ( 1)
 $
 56,190,260
 $
 11,558,280
 $
 ( 421,781)

 Reportable
 Total

Segments
 Net interest income (expense)
 $
 2,196,508
 $
 ( 29,149)
 $
 -
 $
 Provision for credit losses
 82,756
 -
 711,687
 189,835
 ( 4,460)
 897,062
 3,275
 -
 -
 3,275
 9,000
 -
 -
 9,000
 53,922
 1,185
 -
 55,107
 1,683,780
 ( 4,822)
 1,679,038
 123,146
 9,074
 $
 952,316
 $
 150,073
 $
 $
 $
 67,326,759
 $
 5,390,122
 $
 ( 5,078,964)
 $

 December 31, 2021

 Intersegment
 de Puerto Rico

 $
 1,674,589
 $
 321,154
 $
 ( 136,352)
 ( 56,897)
 -

 565,310
 24,518
 ( 548)
 2,813
 -
 46,539
 7,415
 -
 1,285,959
 203,892
 ( 544)
 253,479
 56,538
 -
 $
 787,461
 $
 134,059
 $
 $
 64,336,681
 $
 10,399,066
 $
 ( 31,528)

December 31, 2021
 Reportable
 Total

Segments
 Net interest income (expense)
 $
 1,995,749
 $
 ( 38,159)
 $
 -
 $
 ( 193,249)
 ( 215)
 -
 ( 193,464)
 589,280
 56,535
 ( 3,687)
 642,128
 3,478
 5,656
 -
 9,134
 53,954
 1,150
 -
 55,104
 1,489,307
 ( 545)
 ( 3,725)
 1,485,037
 Income tax expense (benefit)
 310,017
 ( 1,085)
 $
 921,522
 $
 13,415
 $
 ( 48)
 $
 $
 74,704,219
 $
 5,458,718
 $
 ( 5,065,038)
 $
 75,097,899

 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
in
the
U.S.
Islands,
the
British
and
New
York.
 operations in
the mainland
include commercial
lending activities.
BPPR's commercial
lending activities
U.S.,
its
New
York
Branch,
periodic
loan
participations
with
PB.
the
year
ended
31,
2023,
BPPR
 participated
in
loans
by
PB
totaling
$
(2022
-
$

2021
-
$

Total
for
the
BPPR
 segment
to
its
in
the
to
$
 1.5

(2022
-
$
 1.2

billion),
$

in
 multifamily loans (2022 - $

million), $

million in commercial real estate loans

million), $

million in C&I loans
 (2022 -
$

million), and
$

unsecured personal
loans (2022
- $

million). During
31,
BPPR segment
generated approximately $
 117.7

million (2022
- $
 67.8

million, 2021
- $
 50.6

million) in
revenues from its
 operations in the United States, including net interest income and other service fees. In the Virgin Islands, the BPPR segment offers
products, including
loans and
deposits. The
BPPR segment
generated $
 45.0

in revenues
year
ended
 December 31, 2023 (2022 - $
 46.6

million, 2021 - $
 45.4

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

 2023
 2022
 2021
 Revenues:
 [1]

 $
 2,175,938
 $
 2,505,988
 $
 2,136,481
 518,805
 480,545
 390,201
 Other
 87,505
 77,888
 73,036
 Total consolidated
 $
 2,782,248
 $
 3,064,421
 $
 2,599,718
 [1]
 Total revenues include
net interest income, service charges on deposit accounts,
other service fees, mortgage banking activities, net
gain on sale
 of debt securities, net gain (loss), including impairment
on equity securities, net profit (loss) on trading account debt
securities, net loss on sale of
 loans, including valuation adjustments on loans held-for-sale,
adjustments to indemnity reserves on loans sold, and
other operating income.

 Selected Balance Sheet Information
 2023
 2022
 2021
 $
 54,181,300
 $
 53,541,427
 $
 63,221,282
 Loans
 22,519,961
 20,884,442
 19,770,118
 51,282,007
 51,138,790
 57,211,608
 $
 15,343,156
 $
 12,718,775
 $
 10,986,055
 Loans
 12,006,012
 10,643,964
 8,903,493
 10,643,602
 8,182,702
 7,777,232
 Other
 $
 1,233,699
 $
 1,377,715
 $
 890,562
 Loans
 543,299
 554,744
 626,115
 [1]
 1,692,634
 1,905,735
 2,016,248
 [1]
 Represents deposits from BPPR operations located in the
U.S. and British Virgin Islands.

 Note 38 - Popular, Inc. (holding company only) financial information
condensed financial
information presents
position of
Inc. Holding
Company only
 31, 2023 and 2022, and the results of its
operations and cash flows for the years ended
December 31, 2023, 2022 and 2021.

 Condensed Statements of Condition
 2023
 2022
 ASSETS
 Cash and due from banks (includes $
 126,388

due from bank subsidiary (2022 - $
 101,753
))
 $
 126,388
 $
 101,753
 243,459
 77,180
 Debt securities held-to-maturity,
at amortized cost (includes $
 3,125

in common

 securities from statutory trusts (2022 - $
 3,125
))
 [1]
 3,125
 3,125
 Equity securities, at lower of cost or realizable value
 23,993
 18,835
 Investment in BPPR and subsidiaries, at equity
 3,006,768
 2,120,503
 Investment in Popular North America and subsidiaries,
at equity
 1,899,546
 1,879,123
 Investment in other non-bank subsidiaries, at equity
 385,033
 335,552
 Other loans

 26,957
 28,196
 Less - Allowance for credit losses
 Premises and equipment
 7,035
 6,411
 Investment in equity method investees
 5,266
 5,350
 Other assets (includes $
 3,639

due from subsidiaries and affiliate (2022 - $
 6,115
))
 36,531
 34,841

 $
 5,764,050
 $
 4,610,499
 LIABILITIES AND STOCKHOLDERS' EQUITY
 $
 498,085
 $
 403,257
 Other liabilities (includes $
 6,078

due to subsidiaries and affiliate (2022 - $
 2,764
))
 118,899
 113,772
 Stockholders' equity
 5,147,066
 4,093,470
 Total liabilities and
stockholders' equity

 $
 5,764,050
 $
 4,610,499
 [1] Refer to Note 18 to the consolidated financial statements
for information on the statutory trusts.

 Condensed Statements of Operations
 2023
 2022
 2021
 Income:
 Dividends from subsidiaries
 $
 208,000
 $
 458,000
 $
 792,000
 Interest income (includes $
 15,401

due from subsidiaries and affiliates (2022
- $
; 2021 -
 $
))
 17,715
 2,846
 4,303
 Losses (earnings) from investments in equity method investees
 ( 84)
 15,688
 29,387
 -
 139,191
 -
 Net gains (losses), including impairment, on equity securities
 2,012
 ( 4,446)
 ( 525)
 Total income

 227,643
 611,279
 825,165
 Expenses:
 42,691
 26,021
 36,444
 ( 300)
 ( 215)
 Operating expense (includes expenses for services provided
by subsidiaries and affiliate of
 $
 13,463

 18,414

; 2021 - $
 13,546
)), net of reimbursement by subsidiaries for services
 provided by parent of $
 215,479

 222,935

; 2021 - $
 162,019
)
 5,432
 Total expenses
 43,315
 26,518
 41,661
 Income before income taxes and equity in undistributed
earnings of subsidiaries
 184,328
 584,761
 783,504
 -
 8,723
 Income before equity in undistributed earnings of subsidiaries
 184,328
 576,038
 783,152
 Equity in undistributed earnings of subsidiaries
 357,014
 526,603
 151,737
 $
 $
 $
 Comprehensive income (loss), net of tax
 $
 1,170,739
 $
 ( 1,097,218)
 $
 419,829

 Condensed Statements of Cash Flows
 2023
 2022
 2021
 Cash flows from operating activities:
 $
 $
 $
 Adjustments to reconcile net income to net cash provided
by operating activities:
 Equity in earnings of subsidiaries, net of dividends or
distributions
 ( 357,014)
 ( 526,603)
 ( 151,737)
 Provision for credit (benefit) losses
 ( 300)
 ( 215)
 -
 -
 5,656
 Net accretion of discounts and amortization of premiums and
deferred fees

 1,754
 1,250
 1,241
 Share-based compensation
 9,735
 9,440
 8,895
 Losses (earnings) from investments under the equity method,
net of dividends or distributions
 ( 14,170)
 ( 26,360)
 (Gain) loss on:
 Disposition of stock as part of the Evertec Transactions
 -
 ( 137,813)
 -
 Sale of foreclosed assets, including write-downs
 -
 -
 Net increase in:
 ( 5,158)
 ( 339)
 ( 3,662)
 ( 62)
 ( 1,952)
 ( 1,970)
 Net increase (decrease) in:
 Interest payable
 3,239
 -
 ( 1,042)
 ( 3,377)
 8,257
 19,095
 Total adjustments
 ( 351,099)
 ( 661,656)
 ( 150,040)
 Net cash provided by operating activities
 190,243
 440,985
 784,849
 Cash flows from investing activities:

 Net (increase) decrease in money market investments
 ( 165,000)
 129,000
 ( 94,000)
 Proceeds from calls, paydowns, maturities and redemptions
of investment securities held-to-maturity
 -
 -
 5,601
 Net repayments on other loans
 1,252
 1,267
 1,879
 Capital contribution to subsidiaries
 ( 4,150)
 ( 54,188)
 ( 12,900)
 Return of capital from wholly owned subsidiaries
 64,000
 72,000
 -
 Proceeds from disposition of stock as part of the Evertec Transactions
 -
 219,883
 -
 Acquisition of premises and equipment
 ( 2,266)
 ( 2,224)
 ( 1,788)
 Proceeds from sale of premises and equipment
 1,678
 Proceeds from sale of foreclosed assets
 -
 -
 Net cash (used in) provided by investing activities
 ( 106,096)
 367,416
 ( 101,038)
 Cash flows from financing activities:

 Payments of notes payable
 ( 300,000)
 -
 ( 186,664)
 Proceeds from issuance of notes payable
 393,061
 -
 -
 Proceeds from issuance of common stock
 14,045
 13,479
 10,493
 Dividends paid
 ( 159,860)
 ( 161,516)
 ( 141,466)
 Net payments for repurchase of common stock
 ( 1,396)
 ( 631,965)
 ( 350,656)
 Payments related to tax withholding for share-based compensation
 ( 4,083)
 ( 5,771)
 ( 5,107)
 Net cash used in financing activities
 ( 58,233)
 ( 785,773)
 ( 673,400)
 Net increase in cash and due from banks, and restricted
cash

 25,914
 22,628
 10,411
 Cash and due from banks, and restricted cash at beginning
of period
 102,933
 80,305
 69,894
 Cash and due from banks, and restricted cash at end of period
 $
 128,847
 $
 102,933
 $
 80,305

the
year
ended
31,
2023,
Inc.
(parent
only)
dividend
distributions
from
PNA
 amounting to $
 50.0

 53.5

million) and from PIBI's amounting to $
 14.0

 18.5

 2021 - $

million). PIBI's main source of income is its investment in BHD. Also, during the year ended December 31, 2022, Popular,
 Inc.
distributions from
its
investees amounting
to
$
 1.5

(2021
-
$
 3.0

million),
of
which
$
 1.5
 million were related to dividend distributions (2021
- $
 2.3

 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
these
 junior subordinated
debentures. The following
the aggregate amounts
by contractual maturities
of notes
payable at
 December 31, 2023:

 Year
 2024
 $
 -
 2025
 -
 2026
 -
 2027
 -
 2028
 393,937
 Later years
 104,148
 Total

 $
 498,085

 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 February 29, 2024.
 (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. CARRI N
 Chairman of the Board
 Richard L. Carri n
 Chairman of the Board
 /S/ IGNACIO ALVAREZ
 President, Chief Executive Officer
 Ignacio Alvarez
 and Director
 President and Chief Executive Officer
 /S/ CARLOS J. V ZQUEZ
 Principal Financial Officer
 Carlos J. V zquez
 Executive Vice President
 /S/ JORGE J. GARC A
 Principal Accounting Officer
 Jorge J. Garc a
 Senior Vice President and Comptroller
 /S/ ALEJANDRO M. BALLESTER
 Alejandro M. Ballester
 S/ MAR A LUISA FERR
 Mar a Luisa Ferr
 /S/ C. KIM GOODWIN
 C. Kim Goodwin
 /S/ JOAQU N E. BACARD, III
 Joaqu n E. Bacardi, III
 /S/ CARLOS A. UNANUE
 Carlos A. Unanue
 /S/ JOHN W. DIERCKSEN
 John W. Diercksen
 /S/ MYRNA M. SOTO
 Myrna M. Soto
 /S/ ROBERT CARRADY
 Robert Carrady
 /S/ JOS R. RODR GUEZ
 Jos R. Rodr guez
 /S/ BETTY DEVITA
 Betty Devita
 /S/ ALEJANDRO M. S NCHEZ
 Alejandro M. S nchez