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Commitments and contingencies
9 Months Ended
Sep. 30, 2025
Commitments and Contingencies Disclosure  
Commitments And Contingencies
Note 18 – Commitments and contingencies
Off-balance sheet risk
The Corporation
 
is a
 
party to
 
financial instruments
 
with off-balance
 
sheet credit
 
risk in
 
the normal
 
course of
 
business to
 
meet the
financial needs of its customers. These financial instruments
 
include loan commitments, letters of credit and standby
 
letters of credit.
These instruments involve,
 
to varying
 
degrees, elements of
 
credit and
 
interest rate
 
risk in
 
excess of
 
the amount
 
recognized in
 
the
Consolidated Statements of Financial Condition.
The
 
Corporation’s
 
exposure
 
to
 
credit
 
loss
 
in
 
the
 
event
 
of
 
nonperformance
 
by
 
the
 
other
 
party
 
to
 
the
 
financial
 
instrument
 
for
commitments to extend credit, standby
 
letters of credit and financial
 
guarantees is represented by the
 
contractual notional amounts
of those instruments. The
 
Corporation uses the same
 
credit policies in
 
making these commitments and conditional
 
obligations as it
does for those reflected on the Consolidated Statements
 
of Financial Condition.
Financial instruments with
 
off-balance sheet credit
 
risk, whose contract
 
amounts represent potential credit
 
risk as of
 
the end of
 
the
periods presented were as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
September 30, 2025
December 31, 2024
Commitments to extend credit:
Credit card lines
$
6,266,974
$
5,599,823
Commercial lines of credit
4,422,977
3,971,331
Construction lines of credit
1,126,310
1,131,824
Other consumer unused credit commitments
 
275,462
260,121
Commercial letters of credit
14,920
5,002
Standby letters of credit
130,856
144,845
Commitments to originate or fund mortgage loans
16,091
29,604
At September 30, 2025
 
and December 31, 2024,
 
the Corporation maintained a
 
reserve of $
14
 
million and $
15
 
million, respectively,
for potential losses associated with unfunded loan
 
commitments related to commercial and construction
 
lines of credit.
Other commitments
At
 
September
 
30,
 
2025
 
and
 
December 31,
 
2024,
 
the
 
Corporation
 
also
 
maintained
 
other
 
non-credit
 
commitments
 
for
 
$
6
 
million,
primarily for the acquisition of other investments.
 
Business concentration
Since the Corporation’s business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition
are dependent
 
upon the
 
general trends
 
of the
 
Puerto Rico
 
economy and,
 
in particular,
 
the residential
 
and commercial
 
real estate
markets. The concentration
 
of the Corporation’s
 
operations in Puerto Rico
 
exposes it to
 
greater risk than other
 
banking companies
with a wider geographic base. Its
 
asset and revenue composition by geographical area
 
is presented in Note 28
 
to the Consolidated
Financial Statements.
 
Puerto
 
Rico
 
has
 
faced
 
significant
 
fiscal
 
and
 
economic
 
challenges
 
for
 
over
 
a
 
decade.
 
In
 
response
 
to
 
such
 
challenges,
 
the
 
U.S.
Congress
 
enacted
 
PROMESA
 
in
 
2016,
 
which,
 
among
 
other
 
things,
 
established
 
the
 
Oversight
 
Board
 
and
 
a
 
framework
 
for
 
the
restructuring
 
of
 
the
 
debts
 
of
 
the
 
Commonwealth,
 
its
 
instrumentalities
 
and
 
municipalities.
 
The
 
Commonwealth
 
and
 
several
 
of
 
its
instrumentalities have
 
availed themselves
 
of debt
 
restructuring proceedings
 
under PROMESA.
 
As of
 
the date
 
of this
 
report, while
municipalities have been designated as covered entities under PROMESA, no municipality has commenced or has been authorized
by the Oversight Board to commence, any such debt
 
restructuring proceeding under PROMESA.
At September 30, 2025, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities
totaled
 
$
391
 
million,
 
of
 
which
 
$
342
 
million
 
were
 
outstanding
 
($
336
 
million
 
and
 
$
336
 
million
 
at
 
December
 
31,
 
2024).
 
The
Corporation’s
 
exposure
 
at
 
September
 
30,
 
2025,
 
included
 
up
 
to
 
$
47.4
 
million
 
in
 
Automated
 
Clearing
 
House
 
(“ACH”)
 
transaction
settlement exposure, none
 
of which was
 
outstanding. Of the
 
amount outstanding, $
333
 
million consists of
 
loans and $
9
 
million are
securities ($
323
 
million and $
13
 
million at December
 
31, 2024). Substantially all
 
of the amount
 
outstanding at September 30,
 
2025
and December 31, 2024 were obligations from various Puerto Rico
 
municipalities. In most cases, these were “general obligations” of
a
 
municipality,
 
to
 
which
 
the
 
applicable
 
municipality
 
has
 
pledged
 
its
 
good
 
faith,
 
credit
 
and
 
unlimited
 
taxing
 
power,
 
or
 
“special
obligations”
 
of
 
a
 
municipality,
 
to
 
which
 
the
 
applicable
 
municipality
 
has
 
pledged
 
other
 
revenues.
 
At
 
September
 
30,
 
2025,
approximately
76
% of
 
the Corporation’s
 
exposure 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 September 30, 2025
:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
Investment
Portfolio
Loans
Total Outstanding
Total Exposure
Central Government
Within 1 year
$
-
$
-
$
-
$
47,400
After 10 years
41
-
41
41
Total Central
 
Government
41
-
41
47,441
Municipalities
Within 1 year
2,605
11,574
14,179
16,179
After 1 to 5 years
5,660
166,515
172,175
172,175
After 5 to 10 years
450
124,087
124,537
124,537
After 10 years
-
30,991
30,991
30,991
Total Municipalities
8,715
333,167
341,882
343,882
Total Direct Government
 
Exposure
$
8,756
$
333,167
$
341,923
$
391,323
 
 
 
 
 
 
 
 
 
 
 
 
 
In
 
addition,
 
at
 
September
 
30,
 
2025,
 
the
 
Corporation
 
had
 
$
208
 
million
 
in
 
loans
 
insured
 
or
 
securities
 
issued
 
by
 
Puerto
 
Rico
governmental entities
 
but for
 
which the
 
principal source
 
of repayment
 
is non-governmental
 
($
220
 
million at
 
December 31,
 
2024).
These
 
included
 
$
165
 
million
 
in
 
residential
 
mortgage
 
loans
 
insured
 
by
 
the
 
Puerto
 
Rico
 
Housing
 
Finance
 
Authority
 
(“HFA”),
 
a
governmental instrumentality that
 
has been
 
designated as a
 
covered entity under
 
PROMESA (December 31,
 
2024 -
 
$
176
 
million).
These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA
 
insurance covers losses in
the event
 
of a
 
borrower default
 
and upon
 
the satisfaction
 
of certain
 
other conditions.
 
The Corporation
 
also had
 
at September
 
30,
2025, $
36
 
million in bonds
 
issued by HFA
 
which are secured by
 
second mortgage loans on
 
Puerto Rico residential properties,
 
and
for which HFA
 
also provides insurance to
 
cover losses in
 
the event of
 
a borrower default
 
and upon the
 
satisfaction of certain
 
other
conditions (December
 
31, 2024
 
- $
38
 
million). In
 
the event
 
that the
 
mortgage loans
 
insured by
 
HFA
 
and held
 
by the
 
Corporation
directly or those serving as collateral for the HFA
 
bonds default and the collateral is insufficient to satisfy the
 
outstanding balance of
these loans, HFA’s
 
ability to honor its insurance will depend, among other factors, on the financial condition of HFA
 
at the time such
obligations
 
become
 
due
 
and
 
payable. The
 
Corporation does
 
not consider
 
the
 
government guarantee
 
when
 
estimating the
 
credit
losses
 
associated
 
with
 
this
 
portfolio.
 
Although
 
the
 
Governor
 
is
 
currently
 
authorized
 
by
 
local
 
legislation
 
to
 
impose
 
a
 
temporary
moratorium on the financial obligations of the HFA, a moratorium on
 
such obligations has not been imposed as of
 
the date hereof.
 
BPPR’s
 
commercial loan
 
portfolio also
 
includes loans
 
to
 
private borrowers
 
who
 
are service
 
providers, lessors,
 
suppliers or
 
have
other relationships with the government. These
 
borrowers could be negatively affected by
 
the Commonwealth’s fiscal crisis and
 
the
ongoing
 
Title
 
III
 
proceedings
 
under
 
PROMESA.
 
Similarly,
 
BPPR’s
 
mortgage
 
and
 
consumer
 
loan
 
portfolios
 
include
 
loans
 
to
government
 
employees
 
and
 
retirees,
 
which
 
could
 
also
 
be
 
negatively
 
affected
 
by
 
fiscal
 
measures
 
such
 
as
 
employee
 
layoffs
 
or
furloughs or reductions in pension benefits.
 
In
 
addition,
 
$
2.4
 
billion
 
of
 
residential
 
mortgages
 
and
 
$
80.9
 
million
 
commercial
 
loans
 
were
 
insured
 
or
 
guaranteed
 
by
 
the
 
U.S.
Government
 
or
 
its
 
agencies
 
at
 
September
 
30,
 
2025
 
(compared
 
to
 
$
2.1
 
billion
 
and
 
$
87.4
 
million,
 
respectively,
 
at
 
December
 
31,
2024). 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 5
 
and
 
6 to
 
the Consolidated
Financial Statements.
At September 30, 2025, the Corporation had operations in the United States Virgin Islands (the “USVI”) and had $
28
 
million in direct
exposure to USVI government
 
entities (December 31, 2024
 
- $
28
 
million). The USVI has
 
been experiencing a number of
 
fiscal and
economic challenges that could adversely affect the ability
 
of its public corporations and instrumentalities
 
to service their outstanding
debt
 
obligations.
 
PROMESA
 
does
 
not
 
apply
 
to
 
the
 
USVI
 
and,
 
as
 
such,
 
there
 
is
 
currently
 
no
 
federal
 
legislation
 
permitting
 
the
restructuring of the debts of the USVI and
 
its public corporations and instrumentalities.
At September 30, 2025,
 
the Corporation had operations
 
in the British Virgin
 
Islands (“BVI”) and it
 
had a loan portfolio
 
amounting to
$
193
 
million comprised of various retail and commercial
 
clients, compared to a loan portfolio
 
of $
196
 
million at December 31, 2024.
At September 30, 2025, the Corporation had
no
 
significant exposure to a single borrower in the BVI.
FDIC Special Assessment
 
On
 
November 16,
 
2023, the
 
Federal Deposit
 
Insurance Corporation
 
(“FDIC”)
 
imposed a
 
special
 
assessment (the
 
“FDIC Special
Assessment”) amount to
 
recover the losses
 
to the
 
deposit insurance fund
 
resulting from the
 
FDIC’s funds
 
used, in March
 
2023, in
connection with the systemic risk exception, to the least-cost resolution
 
test, under the Federal Deposit Insurance Act to manage the
receiverships of several failed banks. In connection with this assessment, the Corporation accrued $
71.4
 
million, $
45.3
 
million net of
tax, in the fourth quarter of 2023, representing
 
the full amount of the assessment.
During the first quarter of 2024, the Corporation recorded an additional expense of $
14.3
 
million, $
9.1
 
million net of tax, to reflect the
FDIC's higher loss estimate communicated
 
by the FDIC. The
 
special assessment amount and collection
 
period may change as
 
the
estimated loss is
 
periodically adjusted or
 
if the total
 
amount collected varies.
 
The last payment
 
for the FDIC
 
special assessment is
projected to be in the third quarter, September 2026.
Legal Proceedings
The nature of Popular’s
 
business ordinarily generates claims, litigation, arbitration,
 
regulatory and governmental investigations, and
legal
 
and
 
administrative
 
cases
 
and
 
proceedings
 
(collectively,
 
“Legal
 
Proceedings”).
 
Popular’s
 
Legal
 
Proceedings
 
may
 
involve
various lines
 
of business
 
and include
 
claims relating
 
to contract,
 
torts, consumer
 
protection, securities,
 
antitrust, employment,
 
tax
and
 
other
 
laws.
 
The
 
recovery
 
sought
 
in
 
Legal
 
Proceedings
 
may
 
include
 
substantial
 
or
 
indeterminate
 
compensatory
 
damages,
punitive
 
damages,
 
injunctive
 
relief,
 
or
 
recovery
 
on
 
a
 
class-wide
 
basis.
 
When
 
the
 
Corporation
 
determines
 
that
 
it
 
has
 
meritorious
defenses to the claims
 
asserted, it vigorously defends
 
itself. The Corporation will
 
consider the settlement of
 
cases (including cases
where it has meritorious defenses) when, in management’s judgment,
 
it is in the best interest of the Corporation and
 
its stockholders
to do so.
 
On at least
 
a quarterly basis,
 
Popular assesses its
 
liabilities and contingencies
 
relating to outstanding Legal
 
Proceedings
utilizing the most current information available. For
 
matters where it is probable that the Corporation will
 
incur a material loss and the
amount can be reasonably estimated, the Corporation establishes an accrual for
 
the loss. Once established, the accrual is
 
adjusted
on at least a quarterly basis to reflect any relevant
 
developments, as appropriate. For matters where a material loss is not probable,
or the amount of the loss cannot be reasonably
 
estimated, no accrual is established.
In certain cases,
 
exposure to loss
 
exists in
 
excess of 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 $
0
 
to approximately $
7.2
 
million as of
September
 
30,
 
2025.
 
In
 
certain
 
cases,
 
management
 
cannot
 
reasonably
 
estimate
 
the
 
possible
 
loss
 
at
 
this
 
time.
 
Any
 
estimate
involves significant judgment, given the
 
varying stages of the
 
Legal Proceedings (including the fact
 
that many of them
 
are currently
in preliminary stages), the
 
existence of multiple
 
defendants in several of
 
the current Legal Proceedings
 
whose share of liability
 
has
yet to be determined, the numerous unresolved issues in
 
many of the Legal Proceedings, and the inherent uncertainty
 
of the various
potential
 
outcomes
 
of
 
such
 
Legal
 
Proceedings.
 
Accordingly,
 
management’s
 
estimate
 
will
 
change
 
from
 
time-to-time,
 
and
 
actual
losses may be more or less than the current estimate.
While the
 
outcome of
 
Legal Proceedings
 
is inherently
 
uncertain, based
 
on information
 
currently available,
 
advice of
 
counsel, and
available
 
insurance
 
coverage,
 
management
 
believes
 
that
 
the
 
amount
 
it
 
has
 
already
 
accrued
 
is
 
adequate
 
and
 
any
 
incremental
liability arising from
 
the Legal Proceedings
 
in matters in
 
which a loss
 
amount can be
 
reasonably estimated will not
 
have a material
adverse effect
 
on the Corporation’s
 
consolidated financial position.
 
However, in
 
the event
 
of unexpected future
 
developments, it is
possible that
 
the ultimate
 
resolution of
 
these matters
 
in a
 
reporting period, if
 
unfavorable, could have
 
a material
 
adverse effect
 
on
the Corporation’s consolidated financial position for that period.