POPULAR INC (Form: 10-Q, Received: 08/07/2018 16:28:34)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2018

Commission File Number: 001-34084

POPULAR, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico

66-0667416

(State or other jurisdiction of

Incorporation or organization)

(IRS Employer
Identification Number)

Popular Center Building

209 Muñoz Rivera Avenue

Hato Rey, Puerto Rico

00918

(Address of principal executive offices)

(Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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 ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.01 par value, 102,318,442 shares outstanding as of August 3, 2018.

POPULAR, INC.

INDEX


	Page

Part I – Financial Information

Item 1. Financial Statements

Unaudited Consolidated Statements of Financial Condition at June 30, 2018 and December 31, 2017		5

Unaudited Consolidated Statements of Operations for the quarters and six months ended June 30, 2018 and 2017		6

Unaudited Consolidated Statements of Comprehensive Income for the quarters and six months ended June 30, 2018 and 2017		7

Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2018 and 2017		8

Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017		9

Notes to Unaudited Consolidated Financial Statements		11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		125

Item 3. Quantitative and Qualitative Disclosures about Market Risk		167

Item 4. Controls and Procedures		167

Part II – Other Information

Item 1. Legal Proceedings		167

Item 1A. Risk Factors		168

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		168

Item 3. Defaults Upon Senior Securities		168

Item 4. Mine Safety Disclosures		168

Item 5. Other Information		168

Item 6. Exhibits		169

Signatures		170

Forward-Looking Information

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

Various factors, some of which are beyond Popular’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Factors that might cause such a difference include, but are not limited to:

•

the rate of growth in the economy and employment levels, as well as general business and economic conditions in the geographic areas we serve;

•

the impact of the current fiscal and economic crisis of the Commonwealth of Puerto Rico (the “Commonwealth” or “Puerto Rico”) and the measures taken and to be taken by the Puerto Rico Government and the Federally-appointed oversight board on the economy, our customers and our business;

•

the impact of the pending debt restructuring proceedings under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) and of other actions taken or to be taken to address Puerto Rico’s fiscal crisis on the value of our portfolio of Puerto Rico government securities and loans to governmental entities and private borrowers that have relationships with the government, and the possibility that these actions may result in credit losses that are higher than currently expected;

•

the impact of Hurricanes Irma and Maria, and the measures taken to recover from these hurricanes (including the availability of relief funds and insurance proceeds), on the economy of Puerto Rico, the U.S. Virgin Islands and the British Virgin Islands, and on our customers and our business;

•

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

•

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

•

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

•

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) on our businesses, business practices and cost of operations;

•

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

•

the ability to successfully integrate the auto finance business acquired from Wells Fargo, as well as unexpected costs, including, without limitation, costs due to exposure to any unrecorded liabilities or issues not identified during the due diligence investigation of the business or that are not subject to indemnification or reimbursement, and risks that the business may suffer as a result of the transaction, including due to adverse effects on relationships with customers, employees and service providers;

•

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

•

the performance of the stock and bond markets;

•

competition in the financial services industry;

•

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

•

possible legislative, tax or regulatory changes; and

•

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

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

•

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

•

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

•

liabilities resulting from litigation and regulatory investigations;

•

changes in accounting standards, rules and interpretations;

•

our ability to grow our core businesses;

•

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

•

management’s ability to identify and manage these and other risks.

Moreover, the outcome of legal proceedings, as discussed in “Part II, Item I. Legal Proceedings,” is inherently uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017 as well as “Part II, Item 1A” of this Form 10-Q for a discussion of such factors and certain risks and uncertainties to which the Corporation is subject.

All forward-looking statements included in this Form 10-Q are based upon information available to Popular as of the date of this Form 10-Q and, other than as required by law, including the requirements of applicable securities laws, we assume no obligation to update or revise any such forward-looking statements or information which speak as of their respective dates.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)


(In thousands, except share information)	June 30, 2018			December 31, 2017
Assets:
Cash and due from banks	$	400,568		$	402,857

Money market investments:
Time deposits with other banks		8,628,442			5,255,119

Total money market investments		8,628,442			5,255,119

Trading account debt securities, at fair value:
Pledged securities with creditors’ right to repledge		610			625
Other trading securities		41,027			33,301
Debt securities available-for-sale, at fair value:
Pledged securities with creditors’ right to repledge		305,934			393,634
Other investment securities available-for-sale		10,236,076			9,783,289
Debt securities held-to-maturity, at amortized cost (fair value 2018 - $107,396; 2017 - $97,501)		104,937			107,019
Equity securities (realizable value 2018 -$163,316); (2017 - $168,417)		159,017			165,103
Loans held-for-sale, at lower of cost or fair value		73,859			132,395

Loans held-in-portfolio:
Loans not covered under loss-sharing agreements with the FDIC		24,752,700			24,423,427
Loans covered under loss-sharing agreements with the FDIC		—			517,274
Less – Unearned income		144,184			130,633
Allowance for loan losses		643,018			623,426

Total loans held-in-portfolio, net		23,965,498			24,186,642

FDIC loss-share asset		—			45,192
Premises and equipment, net		548,432			547,142
Other real estate not covered under loss-sharing agreements with the FDIC		142,063			169,260
Other real estate covered under loss-sharing agreements with the FDIC		—			19,595
Accrued income receivable		165,592			213,844
Mortgage servicing assets, at fair value		164,025			168,031
Other assets		1,940,780			1,991,323
Goodwill		627,294			627,294
Other intangible assets		31,023			35,672

Total assets	$	47,535,177		$	44,277,337

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing	$	9,392,263		$	8,490,945
Interest bearing		29,985,298			26,962,563

Total deposits		39,377,561			35,453,508

Assets sold under agreements to repurchase		306,911			390,921
Other short-term borrowings		1,200			96,208
Notes payable		1,561,663			1,536,356
Other liabilities		998,181			1,696,439

Total liabilities		42,245,516			39,173,432

Commitments and contingencies (Refer to Note 21)
Stockholders’ equity:
Preferred stock, 30,000,000 shares authorized; 2,006,391 shares issued and outstanding		50,160			50,160
Common stock, $0.01 par value; 170,000,000 shares authorized; 104,285,694 shares issued (2017 - 104,238,159) and 102,296,440 shares outstanding (2017 - 102,068,981)		1,043			1,042
Surplus		4,302,946			4,298,503
Retained earnings		1,515,058			1,194,994
Treasury stock - at cost, 1,989,254 shares (2017 - 2,169,178)		(82,754	)		(90,142	)
Accumulated other comprehensive loss, net of tax		(496,792	)		(350,652	)

Total stockholders’ equity		5,289,661			5,103,905

Total liabilities and stockholders’ equity	$	47,535,177		$	44,277,337

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

POPULAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Quarters ended June 30,						Six months ended June 30,
(In thousands, except per share information)	2018			2017			2018			2017
Interest income:
Loans	$	386,277		$	367,669		$	759,861		$	730,805
Money market investments		36,392			11,131			58,677			17,704
Investment securities		58,181			49,933			115,390			96,219

Total interest income		480,850			428,733			933,928			844,728

Interest expense:
Deposits		45,228			34,092			83,916			67,849
Short-term borrowings		1,752			1,115			3,765			2,210
Long-term debt		19,734			19,047			39,064			38,092

Total interest expense		66,714			54,254			126,745			108,151

Net interest income		414,136			374,479			807,183			736,577
Provision for loan losses—non-covered loans		60,054			49,965			129,387			92,022
Provision for loan losses—covered loans		—			2,514			1,730			1,155

Net interest income after provision for loan losses		354,082			322,000			676,066			643,400

Service charges on deposit accounts		37,102			41,073			73,557			80,609
Other service fees		62,876			59,168			123,478			115,343
Mortgage banking activities (Refer to Note 10)		10,071			10,741			22,139			22,110
Other-than-temporary impairment losses on debt securities		—			(8,299	)		—			(8,299	)
Net gain (loss), including impairment on equity securities		234			19			(412	)		181
Net profit (loss) on trading account debt securities		21			(655	)		(177	)		(933	)
Adjustments (expense) to indemnity reserves on loans sold		(527	)		(2,930	)		(3,453	)		(4,896	)
FDIC loss-share income (expense) (Refer to Note 28)		102,752			(475	)		94,725			(8,732	)
Other operating income		22,280			18,151			38,449			37,279

Total non-interest income		234,809			116,793			348,306			232,662

Operating expenses:
Personnel costs		124,332			116,948			250,184			240,688
Net occupancy expenses		22,425			22,265			45,227			43,041
Equipment expenses		17,775			16,250			34,981			32,220
Other taxes		10,876			10,740			21,778			21,709
Professional fees		93,903			72,934			176,888			142,184
Communications		5,382			5,899			11,288			11,848
Business promotion		16,778			13,366			28,787			24,942
FDIC deposit insurance		7,004			6,172			13,924			12,665
Other real estate owned (OREO) expenses		6,947			16,670			13,078			29,488
Other operating expenses		29,922			23,247			58,886			54,679
Amortization of intangibles		2,324			2,344			4,649			4,689

Total operating expenses		337,668			306,835			659,670			618,153

Income before income tax		251,223			131,958			364,702			257,909
Income tax (benefit) expense		(28,560	)		35,732			(6,405	)		68,738

Net Income	$	279,783		$	96,226		$	371,107		$	189,171

Net Income Applicable to Common Stock	$	278,852		$	95,295		$	369,245		$	187,309

Net Income per Common Share – Basic	$	2.74		$	0.94		$	3.63		$	1.83

Net Income per Common Share – Diluted	$	2.73		$	0.94		$	3.62		$	1.83

Dividends Declared per Common Share	$	0.25		$	0.25		$	0.50		$	0.50

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

POPULAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Quarters ended, June 30,						Six months ended, June 30,
(In thousands)	2018			2017			2018			2017
Net income	$	279,783		$	96,226		$	371,107		$	189,171

Reclassification to retained earnings due to cumulative effect of accounting change		—			—			(605	)		—
Other comprehensive (loss) income before tax:
Foreign currency translation adjustment		(3,456	)		(1,588	)		(3,363	)		(1,449	)
Amortization of net losses of pension and postretirement benefit plans		5,385			5,606			10,771			11,213
Amortization of prior service credit of pension and postretirement benefit plans		(868	)		(950	)		(1,735	)		(1,900	)
Unrealized holding (losses) gains on debt securities arising during the period		(36,223	)		8,758			(157,412	)		5,732
Other-than-temporary impairment included in net income		—			8,299			—			8,299
Unrealized holding gains on equity securities arising during the period		—			46			—			165
Reclassification adjustment for gains included in net income		—			(19	)		—			(181	)
Unrealized net (losses) gains on cash flow hedges		(270	)		(377	)		955			(1,014	)
Reclassification adjustment for net losses (gains) included in net income		250			1,035			(1,017	)		1,890

Other comprehensive (loss) income before tax		(35,182	)		20,810			(152,406	)		22,755
Income tax benefit (expense)		1,228			(3,841	)		6,266			(5,412	)

Total other comprehensive (loss) income, net of tax		(33,954	)		16,969			(146,140	)		17,343

Comprehensive income, net of tax	$	245,829		$	113,195		$	224,967		$	206,514


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

	Quarters ended June 30,						Six months ended, June 30,
(In thousands)	2018			2017			2018			2017
Amortization of net losses of pension and postretirement benefit plans	$	(2,099	)	$	(2,185	)	$	(4,200	)	$	(4,371	)
Amortization of prior service credit of pension and postretirement benefit plans		339			370			677			740
Unrealized holding (losses) gains on debt securities arising during the period		2,980			(205	)		9,765			117
Other-than-temporary impairment included in net income		—			(1,559	)		—			(1,559	)
Unrealized holding gains on equity securities arising during the period		—			(9	)		—			(33	)
Reclassification adjustment for gains included in net income		—			4			—			36
Unrealized net (losses) gains on cash flow hedges		105			147			(373	)		395
Reclassification adjustment for net losses (gains) included in net income		(97	)		(404	)		397			(737	)

Income tax benefit (expense)	$	1,228		$	(3,841	)	$	6,266		$	(5,412	)

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

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


(In thousands)	Common stock		Preferred stock		Surplus		Retained earnings			Treasury stock			Accumulated other comprehensive loss			Total
Balance at December 31, 2016	$	1,040	$	50,160	$	4,255,022	$	1,220,307		$	(8,286	)	$	(320,286	)	$	5,197,957
Net income								189,171									189,171
Issuance of stock		1				3,830											3,831
Dividends declared:
Common stock								(51,112	)								(51,112	)
Preferred stock								(1,862	)								(1,862	)
Common stock purchases						4,518					(81,801	)					(77,283	)
Other comprehensive income, net of tax														17,343			17,343

Balance at June 30, 2017	$	1,041	$	50,160	$	4,263,370	$	1,356,504		$	(90,087	)	$	(302,943	)	$	5,278,045

Balance at December 31, 2017	$	1,042	$	50,160	$	4,298,503	$	1,194,994		$	(90,142	)	$	(350,652	)	$	5,103,905
Cumulative effect of accounting change								1,935									1,935
Net income								371,107									371,107
Issuance of stock		1				1,742											1,743
Dividends declared:
Common stock								(51,116	)								(51,116	)
Preferred stock								(1,862	)								(1,862	)
Common stock purchases											(2,344	)					(2,344	)
Common stock reissuance						40					1,297						1,337
Stock based compensation						2,661					8,435						11,096
Other comprehensive income, net of tax														(146,140	)		(146,140	)

Balance at June 30, 2018	$	1,043	$	50,160	$	4,302,946	$	1,515,058		$	(82,754	)	$	(496,792	)	$	5,289,661


Disclosure of changes in number of shares:													June 30, 2018			June 30, 2017
Preferred Stock:
Balance at beginning and end of period														2,006,391			2,006,391

Common Stock – Issued:
Balance at beginning of period														104,238,159			104,058,684
Issuance of stock														47,535			95,942

Balance at end of period														104,285,694			104,154,626
Treasury stock														(1,989,254	)		(2,167,868	)

Common Stock – Outstanding														102,296,440			101,986,758

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

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six months ended June 30,
(In thousands)	2018			2017
Cash flows from operating activities:
Net income	$	371,107		$	189,171

Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		131,117			93,177
Amortization of intangibles		4,649			4,689
Depreciation and amortization of premises and equipment		25,575			23,928
Net accretion of discounts and amortization of premiums and deferred fees		(15,246	)		(13,510	)
Share-based compensation		5,445			—
Impairment losses on long-lived assets		272			—
Other-than-temporary impairment on debt securities		—			8,299
Fair value adjustments on mortgage servicing rights		8,929			14,000
FDIC loss share (income) expense		(94,725	)		8,732
Adjustments (expense) to indemnity reserves on loans sold		3,453			4,896
Earnings from investments under the equity method, net of dividends or distributions		(5,400	)		(6,743	)
Deferred income tax (benefit) expense		(141,066	)		52,354
(Gain) loss on:
Disposition of premises and equipment and other productive assets		(680	)		5,517
Sale of loans, including valuation adjustments on loans held-for-sale and mortgage banking activities		(3,602	)		(12,631	)
Sale of foreclosed assets, including write-downs		566			13,603
Acquisitions of loans held-for-sale		(112,687	)		(153,085	)
Proceeds from sale of loans held-for-sale		29,519			58,857
Net originations on loans held-for-sale		(112,975	)		(224,278	)
Net decrease (increase) in:
Trading debt securities		218,904			334,136
Equity securities		(1,124	)		(80	)
Accrued income receivable		48,252			1,939
Other assets		189,540			(6,747	)
Net increase (decrease) in:
Interest payable		50			(189	)
Pension and other postretirement benefits obligation		2,363			883
Other liabilities		(181,094	)		(16,018	)

Total adjustments		35			191,729

Net cash provided by operating activities		371,142			380,900

Cash flows from investing activities:
Net increase in money market investments		(3,371,774	)		(1,332,447	)
Purchases of investment securities:
Available-for-sale		(2,767,257	)		(1,738,915	)
Equity		(11,176	)		(4,900	)
Proceeds from calls, paydowns, maturities and redemptions of investment securities:
Available-for-sale		2,291,230			541,660
Held-to-maturity		3,030			2,860
Proceeds from sale of investment securities:
Equity		18,387			2,541
Net repayments on loans		61,890			5,088
Acquisition of loan portfolios		(326,503	)		(261,987	)
Net payments (to) from FDIC under loss sharing agreements		(25,012	)		(14,819	)
Return of capital from equity method investments		1,519			3,362
Acquisition of premises and equipment		(31,690	)		(29,992	)
Proceeds from insurance claims		720			—
Proceeds from sale of:
Premises and equipment and other productive assets		5,222			5,186
Foreclosed assets		59,497			60,603

Net cash used in investing activities		(4,091,917	)		(2,761,760	)

Cash flows from financing activities:
Net increase (decrease) in:
Deposits		3,921,033			2,625,731
Assets sold under agreements to repurchase		(84,010	)		(73,040	)
Other short-term borrowings		(95,008	)		—
Payments of notes payable		(115,749	)		(35,074	)
Proceeds from issuance of notes payable		140,000			20,000


Proceeds from issuance of common stock		8,818			3,831
Dividends paid		(52,617	)		(43,045	)
Net payments for repurchase of common stock		(270	)		(75,666	)
Payments related to tax withholding for share-based compensation		(2,162	)		(1,617	)

Net cash provided by financing activities		3,720,035			2,421,120

Net (decrease) increase in cash and due from banks, and restricted cash		(740	)		40,260
Cash and due from banks, and restricted cash at beginning of period		412,629			374,196

Cash and due from banks, and restricted cash at the end of the period	$	411,889		$	414,456

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

Notes to Consolidated Financial

Statements (Unaudited)


Note 1 —	Nature of operations	12
Note 2 —	Basis of presentation and summary of significant accounting policies	13
Note 3 —	New accounting pronouncements	14
Note 4 —	Restrictions on cash and due from banks and certain securities	18
Note 5 —	Debt securities available-for-sale	19
Note 6 —	Debt securities held-to-maturity	23
Note 7 —	Loans	25
Note 8 —	Allowance for loan losses	31
Note 9 —	FDIC loss share asset and true-up payment obligation	49
Note 10 —	Mortgage banking activities	51
Note 11 —	Transfers of financial assets and mortgage servicing assets	52
Note 12 —	Other real estate owned	56
Note 13 —	Other assets	57
Note 14 —	Goodwill and other intangible assets	58
Note 15 —	Deposits	60
Note 16 —	Borrowings	61
Note 17 —	Offsetting of financial assets and liabilities	63
Note 18 —	Stockholders’ equity	65
Note 19 —	Other comprehensive loss	66
Note 20 —	Guarantees	68
Note 21 —	Commitments and contingencies	70
Note 22 —	Non-consolidated variable interest entities	77
Note 23 —	Related party transactions	79
Note 24 —	Fair value measurement	83
Note 25 —	Fair value of financial instruments	90
Note 26 —	Net income per common share	94
Note 27 —	Revenue from contracts with customers	95
Note 28 —	FDIC loss share expense	97
Note 29 —	Pension and postretirement benefits	98
Note 30 —	Stock-based compensation	100
Note 31 —	Income taxes	102
Note 32 —	Supplemental disclosure on the consolidated statements of cash flows	106
Note 33 —	Segment reporting	107
Note 34 —	Subsequent events	112
Note 35 —	Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities	113

Note 1—Nature of operations

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

Prior to April 9, 2018, PB operated under the legal name of Banco Popular North America and conducted business under the assumed name of Popular Community Bank.

Note 2—Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The consolidated interim financial statements have been prepared without audit. The consolidated statement of financial condition data at December 31, 2017 was derived from audited financial statements. The unaudited interim financial statements are, in the opinion of management, a fair statement of the results for the periods reported and include all necessary adjustments, all of a normal recurring nature, for a fair statement of such results.

Certain reclassifications have been made to the 2017 Consolidated Financial Statements and notes to the financial statements to conform to the 2018 presentation.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements should be read in conjunction with the audited Consolidated Financial Statements of the Corporation for the year ended December 31, 2017, included in the Corporation’s 2017 Form 10-K. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3 – New accounting pronouncements

Recently Adopted Accounting Standards Updates

FASB Accounting Standards Update (“ASU”) 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

The FASB issued ASU 2017-07 in March 2017, which requires that an employer disaggregate the service cost component from the other components of net benefit cost of pension and postretirement benefit plans. The amendments also provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization.

As a result of the adoption of this accounting pronouncement, the Corporation recognized $4.4 million during the six months ended June 30, 2018 (June 30, 2017—$3.7 million) as components of net periodic benefit cost other than service cost in the other operating expenses caption, which would have otherwise previously been recognized as personnel cost. The presentation for prior periods has been adjusted to reflect the new classification. Effective January 1, 2018, these expenses are no longer capitalized as part of loan origination costs.

FASB Accounting Standards Update (“ASU”) 2017-05, Other Income– Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

The FASB issued ASU 2017-05 in February 2017, which, among other things, clarifies the scope of the derecognition of nonfinancial assets, the definition of in substance financial assets, and impacts the accounting for partial sales of nonfinancial assets by requiring full gain recognition upon the sale.

The adoption of this standard during the first quarter of 2018 did not have a material impact on the Corporation’s financial statements.

FASB Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business

The FASB issued ASU 2017-01 in January 2017, which revises the definition of a business by providing an initial screen to determine when an integrated set of assets and activities (“set”) is not a business. Also, the amendments, among other things, specify the minimum inputs and processes required for a set to meet the definition of a business when the initial screen is not met and narrow the definition of the term output so that the term is consistent with Topic 606.

The Corporation adopted ASU 2017-01 during the first quarter of 2018. As such, the Corporation will consider this guidance in any business combinations completed after the effective date.

FASB Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash

The FASB issued ASU 2016-18 in November 2016, which require entities to present the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new guidance also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet if restricted cash and restricted cash equivalents are presented in a different line item in the balance sheet.

As a result of the adoption of this accounting pronouncement, the Corporation included restricted cash and restricted cash equivalents within money market investments of $11.3 million at June 30, 2018 (June 30, 2017—$8.8 million) in the Consolidated Statements of Cash Flows. In addition, the Corporation presented a reconciliation of the totals in the Consolidated Statements of Cash Flows to the related captions in the Consolidated Statements of Condition in Note 32, Supplemental disclosure on the consolidated statements of cash flows.

FASB Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory

The FASB issued ASU 2016-16 in October 2016, which eliminates the exception for all intra-entity sales of assets other than inventory that requires deferral of the tax effects until the transferred asset is sold to a third party or otherwise recovered through use. The new guidance requires a reporting entity to recognize the tax impact from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer.

As a result of the adoption of this accounting pronouncement during the first quarter of 2018, the Corporation recorded a positive cumulative effect adjustment of $1.3 million to retained earnings to reflect the net tax benefit resulting from intra-entity sales of assets.

FASB Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

The FASB issued ASU 2016-15 in August 2016, which addresses specific cash flow issues with the objective of reducing existing diversity in practice, which may lead to a difference in the classification of transactions between operating, financing or investing activities. Among other things, the guidance provides an accounting policy election for classifying distributions received from equity method investees and clarifies the application of the predominance principle.

As a result of the adoption of this accounting pronouncement, the Corporation reclassified from investing to operating activities $0.5 million in the Consolidated Statements of Cash Flows for the six months ended June 30, 2017 as a result of electing the cumulative earnings approach for classifying distributions received from equity investees.

FASB Accounting Standards Updates (“ASUs”), Revenue from Contracts with Customers (Topic 606)

The FASB has issued a series of ASUs which, among other things, clarify the principles for recognizing revenue and develop a common revenue standard. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services, that is, the satisfaction of performance obligations, to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step process is defined to achieve this core principle. The new guidance also requires disclosures to enable users of financial statements to understand the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Corporation adopted this accounting pronouncement during the first quarter of 2018 using the modified retrospective approach. The Corporation elected the practical expedient that permits an entity to expense incremental costs of obtaining contracts, given the amortization periods were one year or less. There were no material changes in the presentation and timing of when revenues are recognized. ASC Topic 606 was applied to contracts that were not completed as of January 1, 2018. There was no impact in the evaluation of these contracts. Refer to additional disclosures on Note 27, Revenue from contracts with customers.

FASB Accounting Standards Update (“ASU”) 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities

The FASB issued ASU 2016-01 in January 2016, which primarily affects the accounting for equity investments and financial liabilities under the fair value option as follows: require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; simplify the impairment assessment of equity investments without readily determinable fair values; require changes in fair value due to instrument-specific credit risk to be presented separately in other comprehensive income for financial liabilities under the fair value option; and clarify that the need for a valuation allowance on a deferred tax asset related to available-for-sale securities should be evaluated in combination with the entity’s other deferred tax assets. In addition, the ASU also impacts the presentation and disclosure requirements of financial instruments.

As a result of the adoption of this accounting pronouncement during the first quarter of 2018, the Corporation aggregated $11 million previously classified as available-for-sale and as trading to those under the other investment securities caption and reclassified under the caption of equity securities. In addition, a positive cumulative effect adjustment of $0.6 million was recognized due to the reclassification of unrealized gains of equity securities available-for-sale, net of tax, from accumulated other comprehensive loss to retained earnings.

The adoption of FASB Accounting Standards Update (“ASU”) 2017-09, Compensation– Stock Compensation (Topic 718): Scope of Modification Accounting, effective during the first quarter of 2018, did not have a significant impact on the Consolidated Financial Statements.

Recently Issued Accounting Standards Updates

FASB Accounting Standards Update (“ASU”) 2018-11, Leases (Topic 842): Targeted Improvements

The FASB issued ASU 2018-11 in July 2018, which provides entities with an additional and optional transition method that allows entities to apply the transition provisions of the new leases standard at the adoption date, instead of at the earliest comparative period presented. If elected, comparative periods will continue to be presented in accordance with ASC Topic 840. Also, the amendments provide lessors with a practical expedient, by class of underlying asset, to not separate nonlease components, subject to certain circumstances.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Corporation will elect this optional transition method to initially apply the new leases standard as of January 1, 2019. On the other hand, the Corporation does not expect to elect the practical expedient provided to lessors.

FASB Accounting Standards Update (“ASU”) 2018-10, Codification Improvements to Topic 842, Leases

The FASB issued ASU 2018-10 in July 2018, which makes various technical corrections to clarify how to apply certain aspects of the new leases standard such as lease reassessment of lease classification, variable lease payments that depend on an index or a rate, lease term and purchase option, certain transition adjustments, among others.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Corporation does not expect to be materially impacted by these Codification improvements.

FASB Accounting Standards Update (“ASU”) 2018-09, Codification Improvements

The FASB issued ASU 2018-09 in July 2018, which makes various codification improvements in the areas of excess tax benefits on share-based compensation awards, income tax accounting for business combinations, derivatives offsetting, liability or equity-classified financial instruments, among others.

The amendments in this Update are effective immediately, except for amendments that require transition guidance, which are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018; and amendments to guidance not yet effective which are effective on the same date as the original Updates.

The Corporation does not expect to be materially impacted by these Codification improvements.

FASB Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting

The FASB issued ASU 2018-07 in June 2018, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees, although differences remain in the accounting for attribution and a contractual term election for valuing nonemployee equity share options.

The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.

The Corporation does not expect to be impacted by these amendments since it does not enter into share-based payment transactions for acquiring goods and services from nonemployees.

FASB Accounting Standards Update (“ASU”) 2018-06, Codification Improvements to Topic 942, Financial Services – Depository and Lending

The FASB issued ASU 2018-06 in May 2018, which removes outdated guidance related to the Comptroller of the Currency’s Banking Circular 202, “Accounting for Net Deferred Taxes” in ASC Topic 942.

The amendments in this Update were effective upon issuance of the Update. The Corporation was not impacted by this Codification improvement.

FASB Accounting Standards Update (“ASU”) 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities

The FASB issued ASU 2018-03 in February 2018, which clarifies certain aspects of the guidance in ASU 2016-01, principally related to equity securities without a readily determinable fair value.

The amendments in this Update are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018. Early adoption is permitted.

The Corporation does not expect to be significantly impacted by these technical corrections and improvements.

FASB Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842)

The FASB issued ASU 2016-02 in February 2016, which supersedes ASC Topic 840 and sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessors and lessees. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset (“ROU”) and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases.

The amendments of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted.

The ASU is expected to impact the Corporation’s Consolidated Financial Statements since the Corporation has operating and land lease arrangements for which it is the lessee. The Corporation expects to recognize lease liabilities of approximately $0.2 billion, with a corresponding recognition of ROU assets on its operating leases.

For other recently issued Accounting Standards Updates not yet effective, refer to Note 4 to the Consolidated Financial Statements included in the 2017 Form 10-K.

Note 4—Restrictions on cash and due from banks and certain securities

The Corporation’s banking subsidiaries, BPPR and PB, are required by federal and state regulatory agencies to maintain average reserve balances with the Federal Reserve Bank of New York (the “Fed”) or other banks. Those required average reserve balances amounted to $1.5 billion at June 30, 2018 (December 31, 2017 - $1.4 billion). Cash and due from banks, as well as other highly liquid securities, are used to cover the required average reserve balances.

At June 30, 2018, the Corporation held $43 million in restricted assets in the form of funds deposited in money market accounts, debt securities available for sale and equity securities (December 31, 2017 - $41 million). The amounts held in debt securities available for sale and equity securities consist primarily of restricted 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 5—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 June 30, 2018 and December 31, 2017.


	At June 30, 2018
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Weighted average yield
U.S. Treasury securities
Within 1 year	$	1,277,840	$	30	$	4,517	$	1,273,353		1.42	%
After 1 to 5 years		3,372,451		977		58,687		3,314,741		1.93
After 5 to 10 years		394,072		—		5,201		388,871		2.50

Total U.S. Treasury securities		5,044,363		1,007		68,405		4,976,965		1.85

Obligations of U.S. Government sponsored entities
Within 1 year		288,749		10		937		287,822		1.37
After 1 to 5 years		248,546		—		4,492		244,054		1.50

Total obligations of U.S. Government sponsored entities		537,295		10		5,429		531,876		1.43

Obligations of Puerto Rico, States and political subdivisions
After 1 to 5 years		6,796		—		153		6,643		1.76

Total obligations of Puerto Rico, States and political subdivisions		6,796		—		153		6,643		1.76

Collateralized mortgage obligations - federal agencies
After 1 to 5 years		1,075		—		8		1,067		1.93
After 5 to 10 years		124,736		—		6,214		118,522		1.69
After 10 years		721,252		1,389		32,561		690,080		2.09

Total collateralized mortgage obligations - federal agencies		847,063		1,389		38,783		809,669		2.03

Mortgage-backed securities
Within 1 year		962		8		—		970		4.25
After 1 to 5 years		6,768		38		202		6,604		2.70
After 5 to 10 years		333,026		1,558		9,239		325,345		2.24
After 10 years		4,029,804		11,325		157,872		3,883,257		2.43

Total mortgage-backed securities		4,370,560		12,929		167,313		4,216,176		2.42

Other
After 5 to 10 years		677		4		—		681		3.62

Total other		677		4		—		681		3.62

Total debt securities available-for-sale ^[1]	$	10,806,754	$	15,339	$	280,083	$	10,542,010		2.07	%

[1]	Includes $8.2 billion pledged to secure public 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 $7.5 billion serve as collateral for public funds.


	At December 31, 2017
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Weighted average yield
U.S. Treasury securities
Within 1 year	$	1,112,791	$	8	$	2,101	$	1,110,698		1.06	%
After 1 to 5 years		2,550,116		—		26,319		2,523,797		1.55
After 5 to 10 years		293,579		281		191		293,669		2.24

Total U.S. Treasury securities		3,956,486		289		28,611		3,928,164		1.46

Obligations of U.S. Government sponsored entities
Within 1 year		276,304		21		818		275,507		1.26
After 1 to 5 years		336,922		22		3,518		333,426		1.48

Total obligations of U.S. Government sponsored entities		613,226		43		4,336		608,933		1.38

Obligations of Puerto Rico, States and political subdivisions
After 1 to 5 years		6,668		—		59		6,609		2.30

Total obligations of Puerto Rico, States and political subdivisions		6,668		—		59		6,609		2.30

Collateralized mortgage obligations—federal agencies
Within 1 year		40		—		—		40		2.60
After 1 to 5 years		16,972		173		75		17,070		2.90
After 5 to 10 years		36,186		57		526		35,717		2.31
After 10 years		914,568		2,789		26,431		890,926		2.01

Total collateralized mortgage obligations—federal agencies		967,766		3,019		27,032		943,753		2.03

Mortgage-backed securities
Within 1 year		484		8		—		492		4.23
After 1 to 5 years		14,599		206		211		14,594		3.50
After 5 to 10 years		339,161		2,390		3,765		337,786		2.21
After 10 years		4,385,368		19,493		69,071		4,335,790		2.46

Total mortgage-backed securities		4,739,612		22,097		73,047		4,688,662		2.44

Other
After 5 to 10 years		789		13		—		802		3.62

Total other		789		13		—		802		3.62

Total debt securities available-for-sale ^[1]	$	10,284,547	$	25,461	$	133,085	$	10,176,923		1.96	%

[1]	Includes $6.6 billion pledged to secure public 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 $5.6 billion serve as collateral for public funds.

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

Securities not due on a single contractual maturity date, such as mortgage-backed securities and collateralized mortgage obligations, are classified based on the period of final contractual maturity. The expected maturities of collateralized mortgage obligations, mortgage-backed securities and certain other securities may differ from their contractual maturities because they may be subject to prepayments or may be called by the issuer.

There were no securities sold during the six months ended June 30, 2018 and 2017.

The following tables present the Corporation’s fair value and gross unrealized losses of debt securities available-for-sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2018 and December 31, 2017.


	At June 30, 2018
	Less than 12 months				12 months or more				Total
(In thousands)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
U.S. Treasury securities	$	2,742,979	$	50,265	$	1,264,938	$	18,140	$	4,007,917	$	68,405
Obligations of U.S. Government sponsored entities		147,211		847		381,273		4,582		528,484		5,429
Obligations of Puerto Rico, States and political subdivisions		6,643		153		—		—		6,643		153
Collateralized mortgage obligations—federal agencies		195,626		4,469		541,559		34,314		737,185		38,783
Mortgage-backed securities		1,360,340		43,508		2,544,264		123,805		3,904,604		167,313

Total debt securities available-for-sale in an unrealized loss position	$	4,452,799	$	99,242	$	4,732,034	$	180,841	$	9,184,833	$	280,083


	At December 31, 2017
	Less than 12 months				12 months or more				Total
(In thousands)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
U.S. Treasury securities	$	2,608,473	$	14,749	$	1,027,066	$	13,862	$	3,635,539	$	28,611
Obligations of U.S. Government sponsored entities		214,670		1,108		376,807		3,228		591,477		4,336
Obligations of Puerto Rico, States and political subdivisions		6,609		59		—		—		6,609		59
Collateralized mortgage obligations—federal agencies		153,336		2,110		595,339		24,922		748,675		27,032
Mortgage-backed securities		1,515,295		12,529		2,652,359		60,518		4,167,654		73,047

Total debt securities available-for-sale in an unrealized loss position	$	4,498,383	$	30,555	$	4,651,571	$	102,530	$	9,149,954	$	133,085

As of June 30, 2018, the portfolio of available-for-sale debt securities reflects gross unrealized losses of approximately $280 million, driven mainly by mortgage-backed securities, U.S. Treasury securities, and collateralized mortgage obligations.

Management evaluates debt securities for other-than-temporary (“OTTI”) declines in fair value on a quarterly basis. Once a decline in value is determined to be other-than-temporary, the value of a debt security is reduced and a corresponding charge to earnings is recognized for anticipated credit losses. The OTTI analysis requires management to consider various factors, which include, but are not limited to: (1) the length of time and the extent to which fair value has been less than the amortized cost basis, (2) the financial condition of the issuer or issuers, (3) actual collateral attributes, (4) the payment structure of the debt security and the likelihood of the issuer being able to make payments, (5) any rating changes by a rating agency, (6) adverse conditions specifically related to the security, industry, or a geographic area, and (7) management’s intent to sell the debt security or whether it is more likely than not that the Corporation would be required to sell the debt security before a forecasted recovery occurs.

At June 30, 2018, management performed its quarterly analysis of all debt securities in an unrealized loss position. Based on the analysis performed, management concluded that no individual debt security was other-than-temporarily impaired as of such date. At June 30, 2018, the Corporation did not have the intent to sell debt securities in an unrealized loss position and it was not more likely than not that the Corporation would have to sell the debt securities prior to recovery of their amortized cost basis.

The following table states the name of issuers, and the aggregate amortized cost and fair value of the debt securities of such issuer (includes available-for-sale and held-to-maturity debt securities), in which the aggregate amortized cost of such securities exceeds 10% of stockholders’ equity. This information excludes debt securities backed by the full faith and credit of the U.S. Government. Investments in obligations issued by a state of the U.S. and its political subdivisions and agencies, which are payable and secured by the same source of revenue or taxing authority, other than the U.S. Government, are considered securities of a single issuer.


	June 30, 2018				December 31, 2017
(In thousands)	Amortized cost		Fair value		Amortized cost		Fair value
FNMA	$	3,330,286	$	3,207,410	$	3,621,537	$	3,572,474
Freddie Mac		1,212,413		1,164,737		1,358,708		1,335,685

Note 6—Debt securities held-to-maturity

The following tables present the amortized cost, gross unrealized gains and losses, approximate fair value, weighted average yield and contractual maturities of debt securities held-to-maturity at June 30, 2018 and December 31, 2017.


	At June 30, 2018
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Weighted average yield
Obligations of Puerto Rico, States and political subdivisions
Within 1 year	$	3,445	$	—	$	7	$	3,438		5.98	%
After 1 to 5 years		16,195		89		144		16,140		6.06
After 5 to 10 years		26,140		317		1,369		25,088		3.62
After 10 years		45,148		3,636		60		48,724		1.90

Total obligations of Puerto Rico, States and political subdivisions		90,928		4,042		1,580		93,390		3.29

Collateralized mortgage obligations—federal agencies
After 5 to 10 years		61		4		—		65		5.44

Total collateralized mortgage obligations—federal agencies		61		4		—		65		5.44

Trust preferred securities
After 5 to 10 years		1,637		—		—		1,637		8.33
After 10 years		11,561		—		—		11,561		6.51

Total trust preferred securities		13,198		—		—		13,198		6.73

Other
Within 1 year		250		—		—		250		3.52
After 1 to 5 years		500		—		7		493		2.97

Total other		750		—		7		743		3.15

Total debt securities held-to-maturity ^[1]	$	104,937	$	4,046	$	1,587	$	107,396		3.72	%

[1]	Includes $90.9 million pledged to secure public and trust deposits that the secured parties are not permitted to sell or repledge the collateral.


	At December 31, 2017
(In thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Weighted average yield
Obligations of Puerto Rico, States and political subdivisions
Within 1 year	$	3,295	$	—	$	79	$	3,216		5.96	%
After 1 to 5 years		15,485		—		4,143		11,342		6.05
After 5 to 10 years		29,240		—		8,905		20,335		3.89
After 10 years		44,734		3,834		222		48,346		1.93

Total obligations of Puerto Rico, States and political subdivisions		92,754		3,834		13,349		83,239		3.38

Collateralized mortgage obligations—federal agencies
After 5 to 10 years		67		4		—		71		5.45

Total collateralized mortgage obligations—federal agencies		67		4		—		71		5.45

Trust preferred securities
After 5 to 10 years		1,637		—		—		1,637		8.33
After 10 years		11,561		—		—		11,561		6.51

Total trust preferred securities		13,198		—		—		13,198		6.73

Other
Within 1 year		500		—		7		493		1.96
After 1 to 5 years		500		—		—		500		2.97

Total other		1,000		—		7		993		2.47

Total debt securities held-to-maturity ^[1]	$	107,019	$	3,838	$	13,356	$	97,501		3.79	%

[1]	Includes $92.8 million pledged to secure public and trust deposits that the secured parties are not permitted to sell or repledge the collateral.

Debt securities not due on a single contractual maturity date, such as collateralized mortgage obligations, are classified in the period of final contractual maturity. The expected maturities of collateralized mortgage obligations and certain other securities may differ from their contractual maturities because they may be subject to prepayments or may be called by the issuer.

The following tables present the Corporation’s fair value and gross unrealized losses of debt securities held-to-maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2018 and December 31, 2017.


	At June 30, 2018
	Less than 12 months				12 months or more				Total
(In thousands)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
Obligations of Puerto Rico, States and political subdivisions	$	7,236	$	19	$	29,524	$	1,561	$	36,760	$	1,580
Other		250		—		493		7		743		7

Total debt securities held-to-maturity in an unrealized loss position	$	7,486	$	19	$	30,017	$	1,568	$	37,503	$	1,587


	At December 31, 2017
	Less than 12 months				12 months or more				Total
(In thousands)	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
Obligations of Puerto Rico, States and political subdivisions	$	—	$	—	$	35,696	$	13,349	$	35,696	$	13,349
Other		—		—		743		7		743		7

Total debt securities held-to-maturity in an unrealized loss position	$	—	$	—	$	36,439	$	13,356	$	36,439	$	13,356

As indicated in Note 5 to these Consolidated Financial Statements, management evaluates debt securities for OTTI declines in fair value on a quarterly basis.

The “Obligations of Puerto Rico, States and political subdivisions” classified as held-to-maturity at June 30, 2018 are primarily associated with securities issued by municipalities of Puerto Rico and are generally not rated by a credit rating agency. This includes $47 million of general and special obligation bonds issued by three municipalities of Puerto Rico, which are payable primarily from, and have a lien on, certain property taxes imposed by the issuing municipality. In the case of general obligations, they also benefit from a pledge of the full faith, credit and unlimited taxing power of the issuing municipality and issuing municipalities are required by law to levy property taxes in an amount sufficient for the payment of debt service on such general obligations bonds.

The portfolio also includes $44 million in securities for which the underlying source of payment is not the central government, but in which a government instrumentality provides a guarantee in the event of default. The Corporation performs periodic credit quality reviews on these issuers. Based on the quarterly analysis performed, management concluded that no individual debt security held-to-maturity was other-than-temporarily impaired at June 30, 2018. Further deterioration of the Puerto Rico economy or of the fiscal crisis of the Government of Puerto Rico (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. The Corporation does not have the intent to sell debt securities held-to-maturity and it is more likely than not that the Corporation will not have to sell these investment securities prior to recovery of their amortized cost basis.

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

Note 7—Loans

For a summary of the accounting policies related to loans, interest recognition and allowance for loan losses refer to Note 2—Summary of significant accounting policies of the 2017 Form 10-K.

The Corporation has presented the loans covered by the loss-sharing agreements with the FDIC separately as “covered loans” since the risk of loss was significantly different than those not covered under the loss-sharing agreements, due to the loss protection provided by the FDIC. As discussed in Note 9, on May 22, 2018, the Corporation entered into a Termination Agreement with the FDIC to terminate all loss-share arrangements in connection with the Westernbank FDIC-assisted transaction. As a result of the Termination Agreement, assets that were covered by the loss share agreement, including covered loans in the amount of approximately $514.6 million as of March 31, 2018, were reclassified as non-covered. The Corporation now recognizes entirely all future credit losses, expenses, gains, and recoveries related to the formerly covered assets with no offset due to or from the FDIC.

During the quarter and six months ended June 30, 2018, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $177 million and $333 million, respectively and consumer loans of $53 million and $105 million, respectively. During the quarter and six months ended June 30, 2017, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $124 million and $260 million, respectively; consumer loans of $108 million and $150 million, respectively; and leases of $2 million, for the six months ended June 30, 2017.

The Corporation performed whole-loan sales involving approximately $16 million and $26 million of residential mortgage loans during the quarter and six months ended June 30, 2018, respectively (June 30, 2017—$26 million and $54 million, respectively). Also, the Corporation securitized approximately $97 million and $210 million of mortgage loans into Government National Mortgage Association (“GNMA”) mortgage-backed securities during the quarter and six months ended June 30, 2018, respectively (June 30, 2017— $136 million and $283 million, respectively). Furthermore, the Corporation securitized approximately $20 million and $46 million of mortgage loans into Federal National Mortgage Association (“FNMA”) mortgage-backed securities during the quarter and six months ended June 30, 2018, respectively (June 30, 2017 - $37 million and $65 million, respectively).

Delinquency status

The following table presents the composition 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 accruing interest but are past due 90 days or more at June 30, 2018 and December 31, 2017.


June 30, 2018
Puerto Rico
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Loans HIP		Non-accrual loans		Accruing loans ^[1]
Commercial multi-family	$	331	$	—	$	2,274	$	2,605	$	144,860	$	147,465	$	790	$	—
Commercial real estate:
Non-owner occupied		3,703		126,456		34,861		165,020		2,148,452		2,313,472		27,506		—
Owner occupied		28,402		9,722		112,786		150,910		1,584,275		1,735,185		86,000		—
Commercial and industrial		3,308		3,004		49,058		55,370		2,796,106		2,851,476		48,485		573
Construction		—		—		2,559		2,559		94,616		97,175		2,559		—
Mortgage		308,128		132,591		1,389,963		1,830,682		4,812,444		6,643,126		373,257		871,011
Leasing		6,392		2,008		3,696		12,096		860,002		872,098		3,696		—
Consumer:
Credit cards		9,997		7,700		29,024		46,721		1,032,813		1,079,534		—		29,024
Home equity lines of credit		54		176		349		579		5,044		5,623		12		337
Personal		11,757		8,066		21,051		40,874		1,198,261		1,239,135		19,910		32
Auto		24,984		7,377		12,855		45,216		869,847		915,063		12,855		—
Other		169		143		15,264		15,576		132,189		147,765		14,768		496

Total	$	397,225	$	297,243	$	1,673,740	$	2,368,208	$	15,678,909	$	18,047,117	$	589,838	$	901,473

[1]

Loans HIP of $183 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.


June 30, 2018
Popular U.S.
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Loans HIP		Non-accrual loans		Accruing loans ^[1]
Commercial multi-family	$	633	$	19	$	—	$	652	$	1,319,746	$	1,320,398	$	—	$	—
Commercial real estate:
Non-owner occupied		—		10,852		365		11,217		1,865,077		1,876,294		365		—
Owner occupied		1,587		1,918		1,435		4,940		279,742		284,682		1,435		—
Commercial and industrial		222		1,661		82,738		84,621		976,400		1,061,021		368		—
Construction		4,428		—		17,901		22,329		779,819		802,148		17,901		—
Mortgage		1,051		3,804		11,398		16,253		717,332		733,585		11,398		—
Legacy		471		15		3,663		4,149		25,101		29,250		3,663		—
Consumer:
Credit cards		1		—		12		13		56		69		12		—
Home equity lines of credit		1,287		425		15,900		17,612		140,181		157,793		15,900		—
Personal		2,075		1,666		2,318		6,059		289,889		295,948		2,318		—
Other		—		—		1		1		210		211		1		—

Total	$	11,755	$	20,360	$	135,731	$	167,846	$	6,393,553	$	6,561,399	$	53,361	$	—

[1]

Loans HIP of $82 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.


June 30, 2018
Popular, Inc.
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Loans HIP ^{[3] [4]}		Non-accrual loans		Accruing loans ^[5]
Commercial multi-family	$	964	$	19	$	2,274	$	3,257	$	1,464,606	$	1,467,863	$	790	$	—
Commercial real estate:
Non-owner occupied		3,703		137,308		35,226		176,237		4,013,529		4,189,766		27,871		—
Owner occupied		29,989		11,640		114,221		155,850		1,864,017		2,019,867		87,435		—
Commercial and industrial		3,530		4,665		131,796		139,991		3,772,506		3,912,497		48,853		573
Construction		4,428		—		20,460		24,888		874,435		899,323		20,460		—
Mortgage ^[1]		309,179		136,395		1,401,361		1,846,935		5,529,776		7,376,711		384,655		871,011
Leasing		6,392		2,008		3,696		12,096		860,002		872,098		3,696		—
Legacy ^[2]		471		15		3,663		4,149		25,101		29,250		3,663		—
Consumer:
Credit cards		9,998		7,700		29,036		46,734		1,032,869		1,079,603		12		29,024
Home equity lines of credit		1,341		601		16,249		18,191		145,225		163,416		15,912		337
Personal		13,832		9,732		23,369		46,933		1,488,150		1,535,083		22,228		32
Auto		24,984		7,377		12,855		45,216		869,847		915,063		12,855		—
Other		169		143		15,265		15,577		132,399		147,976		14,769		496

Total	$	408,980	$	317,603	$	1,809,471	$	2,536,054	$	22,072,462	$	24,608,516	$	643,199	$	901,473

[1]	It is the Corporation’s policy to report delinquent residential mortgage loans insured by FHA or guaranteed by the VA as accruing loans past due 90 days or more as opposed to non-performing since the principal repayment is insured.

[2]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

[3]	Loans held-in-portfolio are net of $144 million in unearned income and exclude $74 million in loans held-for-sale.

[4]

Includes $7.3 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.7 billion were pledged at the Federal Home Loan Bank (“FHLB”) as collateral for borrowings, $2.2 billion at the Federal Reserve Bank (“FRB”) for discount window borrowings and $0.4 billion serve as collateral for public funds.

[5]

Loans HIP of $265 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.


December 31, 2017
Puerto Rico
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Non-covered loans HIP		Non-accrual loans		Accruing loans ^[1]
Commercial multi-family	$	—	$	426	$	1,210	$	1,636	$	144,763	$	146,399	$	1,115	$	—
Commercial real estate:
Non-owner occupied		39,617		131		28,045		67,793		2,336,766		2,404,559		18,866		—
Owner occupied		7,997		2,291		123,929		134,217		1,689,397		1,823,614		101,068		—
Commercial and industrial		3,556		1,251		40,862		45,669		2,845,658		2,891,327		40,177		685
Construction		—		—		170		170		95,199		95,369		—		—
Mortgage		217,890		77,833		1,596,763		1,892,486		4,684,293		6,576,779		306,697		1,204,691
Leasing		10,223		1,490		2,974		14,687		795,303		809,990		2,974		—
Consumer:
Credit cards		7,319		4,464		18,227		30,010		1,063,211		1,093,221		—		18,227
Home equity lines of credit		438		395		257		1,090		4,997		6,087		—		257
Personal		13,926		6,857		19,981		40,764		1,181,548		1,222,312		19,460		141
Auto		24,405		5,197		5,466		35,068		815,745		850,813		5,466		—
Other		537		444		16,765		17,746		139,842		157,588		15,617		1,148

Total	$	325,908	$	100,779	$	1,854,649	$	2,281,336	$	15,796,722	$	18,078,058	$	511,440	$	1,225,149

[1]

Non-covered loans HIP of $118 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.


December 31, 2017
Popular U.S.
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Non-covered loans HIP		Non-accrual loans		Accruing loans ^[1]
Commercial multi-family	$	395	$	—	$	784	$	1,179	$	1,209,514	$	1,210,693	$	784	$	—
Commercial real estate:
Non-owner occupied		4,028		1,186		1,599		6,813		1,681,498		1,688,311		1,599		—
Owner occupied		2,684		—		862		3,546		315,429		318,975		862		—
Commercial and industrial		1,121		5,278		97,427		103,826		901,157		1,004,983		594		—
Construction		—		—		—		—		784,660		784,660		—		—
Mortgage		13,453		6,148		14,852		34,453		659,175		693,628		14,852		—
Legacy		291		417		3,039		3,747		29,233		32,980		3,039		—
Consumer:
Credit cards		3		2		11		16		84		100		11		—
Home equity lines of credit		4,653		3,675		14,997		23,325		158,760		182,085		14,997		—
Personal		3,342		2,149		2,779		8,270		289,732		298,002		2,779		—
Other		—		—		—		—		319		319		—		—

Total	$	29,970	$	18,855	$	136,350	$	185,175	$	6,029,561	$	6,214,736	$	39,517	$	—

[1]

Non-covered loans HIP of $97 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.


December 31, 2017
Popular, Inc.
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Non-covered loans HIP ^{[3] [4]}		Non-accrual loans		Accruing loans ^[5]
Commercial multi-family	$	395	$	426	$	1,994	$	2,815	$	1,354,277	$	1,357,092	$	1,899	$	—
Commercial real estate:
Non-owner occupied		43,645		1,317		29,644		74,606		4,018,264		4,092,870		20,465		—
Owner occupied		10,681		2,291		124,791		137,763		2,004,826		2,142,589		101,930		—
Commercial and industrial		4,677		6,529		138,289		149,495		3,746,815		3,896,310		40,771		685
Construction		—		—		170		170		879,859		880,029		—		—
Mortgage ^[1]		231,343		83,981		1,611,615		1,926,939		5,343,468		7,270,407		321,549		1,204,691
Leasing		10,223		1,490		2,974		14,687		795,303		809,990		2,974		—
Legacy ^[2]		291		417		3,039		3,747		29,233		32,980		3,039		—
Consumer:
Credit cards		7,322		4,466		18,238		30,026		1,063,295		1,093,321		11		18,227
Home equity lines of credit		5,091		4,070		15,254		24,415		163,757		188,172		14,997		257
Personal		17,268		9,006		22,760		49,034		1,471,280		1,520,314		22,239		141
Auto		24,405		5,197		5,466		35,068		815,745		850,813		5,466		—
Other		537		444		16,765		17,746		140,161		157,907		15,617		1,148

Total	$	355,878	$	119,634	$	1,990,999	$	2,466,511	$	21,826,283	$	24,292,794	$	550,957	$	1,225,149

[1]	It is the Corporation’s policy to report delinquent residential mortgage loans insured by FHA or guaranteed by the VA as accruing loans past due 90 days or more as opposed to non-performing since the principal repayment is insured.

[2]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

[3]	Loans held-in-portfolio are net of $131 million in unearned income and exclude $132 million in loans held-for-sale.

[4]

Includes $7.1 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.6 billion were pledged at the FHLB as collateral for borrowings, $2.0 billion at the FRB for discount window borrowings and $0.5 billion serve as collateral for public funds.

[5]

Non-covered loans HIP of $215 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis.

At June 30, 2018, mortgage loans held-in-portfolio include $1.5 billion of loans insured by the Federal Housing Administration (“FHA”), or guaranteed by the U.S. Department of Veterans Affairs (“VA”) of which $877 million are 90 days or more past due, including $298 million of loans rebooked under the GNMA buyback option, discussed below (December 31, 2017—$1.8 billion, $1.2 billion and $840 million, respectively). Within this portfolio, loans in a delinquency status of 90 days or more are reported as accruing loans as opposed to non-performing since the principal repayment is insured. These balances include $216 million of residential mortgage loans in Puerto Rico that are no longer accruing interest as of June 30, 2018 (December 31, 2017—$178 million). Additionally, the Corporation has approximately $66 million in reverse mortgage loans in Puerto Rico which are guaranteed by FHA, but which are currently not accruing interest at June 30, 2018 (December 31, 2017—$58 million).

Loans with a delinquency status of 90 days past due as of June 30, 2018 include $298 million in loans previously pooled into GNMA securities (December 31, 2017—$840 million). Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements of the Bank with an offsetting liability.

Covered loans

The following table presents the composition of covered loans held-in-portfolio by past due status, and by loan class that are in non-performing status or are accruing interest but are past due 90 days or more at December 31, 2017.


December 31, 2017
	Past due												Past due 90 days or more
(In thousands)	30-59 days		60-89 days		90 days or more		Total past due		Current		Covered loans HIP ^[2]		Non-accrual loans		Accruing loans
Mortgage	$	16,640	$	5,453	$	59,018	$	81,111	$	421,818	$	502,929	$	3,165	$	—
Consumer		518		147		988		1,653		12,692		14,345		188		—

Total covered loans ^[1]	$	17,158	$	5,600	$	60,006	$	82,764	$	434,510	$	517,274	$	3,353	$	—

[1]	Covered loans accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses.

[2]	Includes $279 million pledged to secure credit facilities at the FHLB which are not permitted to sell or repledge the collateral.

Loans acquired with deteriorated credit quality accounted for under ASC 310-30

The following provides information of loans acquired with evidence of credit deterioration as of the acquisition date, accounted for under the guidance of ASC 310-30.

The outstanding principal balance of acquired loans accounted pursuant to ASC Subtopic 310-30, amounted to $2.3 billion at June 30, 2018 (December 31, 2017—$2.5 billion). The carrying amount of these loans consisted of loans determined to be impaired at the time of acquisition, which are accounted for in accordance with ASC Subtopic 310-30 (“credit impaired loans”), and loans that were considered to be performing at the acquisition date, accounted for by analogy to ASC Subtopic 310-30 (“non-credit impaired loans”), as detailed in the following table.

At June 30, 2018, none of the acquired loans accounted for under ASC Subtopic 310-30 were considered non-performing loans. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, was recognized on all acquired loans.

Changes in the carrying amount and the accretable yield for the loans accounted pursuant to the ASC Subtopic 310-30, for the quarters ended June 30, 2018 and 2017, were as follows:


Carrying amount of acquired loans accounted for pursuant to ASC 310-30
	For the quarter ended						For the six months ended
(In thousands)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Beginning balance	$	2,085,191		$	2,245,624		$	2,108,993		$	2,301,024
Additions		—			4,298			5,272			9,879
Accretion		40,806			44,910			82,866			90,638
Collections / loan sales / charge-offs		(92,540	)		(126,168	)		(163,674	)		(232,877	)

Ending balance ^[1]	$	2,033,457		$	2,168,664		$	2,033,457		$	2,168,664
Allowance for loan losses		(156,328	)		(103,597	)		(156,328	)		(103,597	)

Ending balance, net of ALLL	$	1,877,129		$	2,065,067		$	1,877,129		$	2,065,067

[1]	At June 30, 2018, includes $1.5 billion of loans considered non-credit impaired at the acquisition date (June 30, 2017—$1.6 billion).


Activity in the accretable yield of acquired loans accounted for pursuant to ASC 310-30
	For the quarter ended						For the six months ended
(In thousands)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Beginning balance	$	1,204,726		$	1,290,984		$	1,214,488		$	1,288,983
Additions		—			2,601			3,437			5,855
Accretion		(40,806	)		(44,910	)		(82,866	)		(90,638	)
Change in expected cash flows		14,122			(3,003	)		42,983			41,472

Ending balance ^[1]	$	1,178,042		$	1,245,672		$	1,178,042		$	1,245,672

[1]	At June 30, 2018, includes $0.9 billion of loans considered non-credit impaired at the acquisition date (June 30, 2017—$0.9 billion).

Note 8—Allowance for loan losses

The Corporation follows a systematic methodology to establish and evaluate the adequacy of the allowance for loan losses (“ALLL”) to provide for inherent losses in the loan portfolio. This methodology includes the consideration of factors such as current economic conditions, portfolio risk characteristics, prior loss experience and results of periodic credit reviews of individual loans. The provision for loan losses charged to current operations is based on this methodology. Loan losses are charged and recoveries are credited to the allowance for loan losses.

The Corporation’s assessment of the allowance for loan losses is determined in accordance with the guidance of loss contingencies in ASC Subtopic 450-20 and loan impairment guidance in ASC Section 310-10-35. Also, the Corporation determines the allowance for loan losses on purchased impaired loans and purchased loans accounted for under ASC Subtopic 310-30, by evaluating decreases in expected cash flows after the acquisition date.

The accounting guidance provides for the recognition of a loss allowance for groups of homogeneous loans. The determination for general reserves of the allowance for loan losses includes the following principal factors:

•

Base net loss rates, which are based on the moving average of annualized net loss rates computed over a 5-year historical loss period for the commercial and construction loan portfolios, and an 18-month period for the consumer and mortgage loan portfolios. The base net loss rates are applied by loan type and by legal entity.

•

Recent loss trend adjustment, which replaces the base loss rate with a 12-month average loss rate, when these trends are higher than the respective base loss rates. The objective of this adjustment is to allow for a more recent loss trend to be captured and reflected in the ALLL estimation process.

For the period ended June 30, 2018, 78% (June 30, 2017—39%) of the ALLL for non-covered BPPR segment loan portfolios utilized the recent loss trend adjustment instead of the base loss. The effect of replacing the base loss with the recent loss trend adjustment was mainly concentrated in the mortgage, leasing and overall consumer portfolios for 2018 and in the personal, other consumer and commercial and industrial portfolios for 2017.

For the period ended June 30, 2018, 6% (June 30, 2017—2 %) of our Popular U.S. segment loan portfolios utilized the recent loss trend adjustment instead of the base loss. The effect of replacing the base loss with the recent loss trend adjustment was concentrated in the consumer portfolios for 2018 and commercial multifamily and legacy portfolios for 2017.

•

Environmental factors, which include credit and macroeconomic indicators such as unemployment rate, economic activity index and delinquency rates, adopted to account for current market conditions that are likely to cause estimated credit losses to differ from historical losses. The Corporation reflects the effect of these environmental factors on each loan group as an adjustment that, as appropriate, increases the historical loss rate applied to each group. Environmental factors provide updated perspective on credit and economic conditions. Regression analysis is used to select these indicators and quantify the effect on the general reserve of the allowance for loan losses.

The following tables present the changes in the allowance for loan losses, loan ending balances and whether such loans and the allowance pertain to loans individually or collectively evaluated for impairment for the quarters and six months ended June 30, 2018 and 2017.


For the quarter ended June 30, 2018
Puerto Rico - Non-covered loans
(In thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	188,522		$	2,657		$	153,301		$	12,912		$	176,203		$	533,595
Provision (reversal of provision)		10,364			(2,193	)		6,955			2,530			26,749			44,405
Charge-offs		(11,502	)		(18	)		(12,847	)		(1,803	)		(31,151	)		(57,321	)
Recoveries		3,542			319			1,272			646			7,077			12,856
Allowance transferred from covered loans ^[1]		—			—			33,422			—			188			33,610

Ending balance	$	190,926		$	765		$	182,103		$	14,285		$	179,066		$	567,145

Specific ALLL	$	46,626		$	—		$	45,039		$	362		$	23,553		$	115,580

General ALLL	$	144,300		$	765		$	137,064		$	13,923		$	155,513		$	451,565

Loans held-in-portfolio:
Impaired non-covered loans	$	359,447		$	2,559		$	507,580		$	1,130		$	105,922		$	976,638
Non-covered loans held-in-portfolio excluding impaired loans		6,688,151			94,616			6,135,546			870,968			3,281,198			17,070,479

Total non-covered loans held-in-portfolio	$	7,047,598		$	97,175		$	6,643,126		$	872,098		$	3,387,120		$	18,047,117

[1]	Represents the allowance transferred from covered to non-covered loans at June 30, 2018, due to the Termination Agreement with the FDIC.


For the quarter ended June 30, 2018
Puerto Rico - Covered loans
(In thousands)	Commercial		Construction		Mortgage			Leasing		Consumer			Total
Allowance for credit losses:
Beginning balance	$	—	$	—	$	33,422		$	—	$	188		$	33,610
Provision		—		—		—			—		—			—
Charge-offs		—		—		—			—		—			—
Recoveries		—		—		—			—		—			—
Allowance transferred to non-covered loans		—		—		(33,422	)		—		(188	)		(33,610	)

Ending balance	$	—	$	—	$	—		$	—	$	—		$	—

Specific ALLL	$	—	$	—	$	—		$	—	$	—		$	—

General ALLL	$	—	$	—	$	—		$	—	$	—		$	—

Loans held-in-portfolio:
Impaired covered loans	$	—	$	—	$	—		$	—	$	—		$	—
Covered loans held-in-portfolio excluding impaired loans		—		—		—			—		—			—

Total covered loans held-in-portfolio	$	—	$	—	$	—		$	—	$	—		$	—


For the quarter ended June 30, 2018
Popular U.S.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Consumer			Total
Allowance for credit losses:
Beginning balance	$	47,859		$	7,092		$	4,727		$	652		$	13,043		$	73,373
Provision (reversal of provision)		13,193			(155	)		(346	)		(229	)		3,186			15,649
Charge-offs		(11,247	)		—			(61	)		(14	)		(4,998	)		(16,320	)
Recoveries		1,115			—			43			291			1,722			3,171

Ending balance	$	50,920		$	6,937		$	4,363		$	700		$	12,953		$	75,873

Specific ALLL	$	—		$	—		$	2,476		$	—		$	1,283		$	3,759

General ALLL	$	50,920		$	6,937		$	1,887		$	700		$	11,670		$	72,114

Loans held-in-portfolio:
Impaired loans	$	—		$	17,901		$	9,728		$	—		$	6,563		$	34,192
Loans held-in-portfolio excluding impaired loans		4,542,395			784,247			723,857			29,250			447,458			6,527,207

Total loans held-in-portfolio	$	4,542,395		$	802,148		$	733,585		$	29,250		$	454,021		$	6,561,399


For the quarter ended June 30, 2018
Popular, Inc.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	236,381		$	9,749		$	191,450		$	652		$	12,912		$	189,434		$	640,578
Provision (reversal of provision)		23,557			(2,348	)		6,609			(229	)		2,530			29,935			60,054
Charge-offs		(22,749	)		(18	)		(12,908	)		(14	)		(1,803	)		(36,149	)		(73,641	)
Recoveries		4,657			319			1,315			291			646			8,799			16,027

Ending balance	$	241,846		$	7,702		$	186,466		$	700		$	14,285		$	192,019		$	643,018

Specific ALLL	$	46,626		$	—		$	47,515		$	—		$	362		$	24,836		$	119,339

General ALLL	$	195,220		$	7,702		$	138,951		$	700		$	13,923		$	167,183		$	523,679

Loans held-in-portfolio:
Impaired loans	$	359,447		$	20,460		$	517,308		$	—		$	1,130		$	112,485		$	1,010,830
Loans held-in-portfolio excluding impaired loans		11,230,546			878,863			6,859,403			29,250			870,968			3,728,656			23,597,686

Total loans held-in-portfolio	$	11,589,993		$	899,323		$	7,376,711		$	29,250		$	872,098		$	3,841,141		$	24,608,516


For the six months ended June 30, 2018
Puerto Rico - Non-covered loans
(In thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	171,531		$	1,286		$	159,081		$	11,991		$	174,215		$	518,104
Provision (reversal of provision)		31,298			(1,030	)		14,419			5,444			50,992			101,123
Charge-offs		(18,291	)		30			(26,638	)		(4,316	)		(59,523	)		(108,738	)
Recoveries		6,388			479			1,819			1,166			13,194			23,046
Allowance transferred from covered loans ^[1]		—			—			33,422			—			188			33,610

Ending balance	$	190,926		$	765		$	182,103		$	14,285		$	179,066		$	567,145

Specific ALLL	$	46,626		$	—		$	45,039		$	362		$	23,553		$	115,580

General ALLL	$	144,300		$	765		$	137,064		$	13,923		$	155,513		$	451,565

Loans held-in-portfolio:
Impaired non-covered loans	$	359,447		$	2,559		$	507,580		$	1,130		$	105,922		$	976,638
Non-covered loans held-in-portfolio excluding impaired loans		6,688,151			94,616			6,135,546			870,968			3,281,198			17,070,479

Total non-covered loans held-in-portfolio	$	7,047,598		$	97,175		$	6,643,126		$	872,098		$	3,387,120		$	18,047,117

[1]	Represents the allowance transferred from covered to non-covered loans at June 30, 2018, due to the Termination Agreement with the FDIC.


For the six months ended June 30, 2018
Puerto Rico - Covered loans
(In thousands)	Commercial		Construction		Mortgage			Leasing		Consumer			Total
Allowance for credit losses:
Beginning balance	$	—	$	—	$	32,521		$	—	$	723		$	33,244
Provision (reversal of provision)		—		—		2,265			—		(535	)		1,730
Charge-offs		—		—		(1,446	)		—		(2	)		(1,448	)
Recoveries		—		—		82			—		2			84
Allowance transferred to non-covered loans		—		—		(33,422	)		—		(188	)		(33,610	)

Ending balance	$	—	$	—	$	—		$	—	$	—		$	—

Specific ALLL	$	—	$	—	$	—		$	—	$	—		$	—

General ALLL	$	—	$	—	$	—		$	—	$	—		$	—

Loans held-in-portfolio:
Impaired covered loans	$	—	$	—	$	—		$	—	$	—		$	—
Covered loans held-in-portfolio excluding impaired loans		—		—		—			—		—			—

Total covered loans held-in-portfolio	$	—	$	—	$	—		$	—	$	—		$	—


For the six months ended June 30, 2018
Popular U.S.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Consumer			Total
Allowance for credit losses:
Beginning balance	$	44,134		$	7,076		$	4,541		$	798		$	15,529		$	72,078
Provision (reversal of provision)		23,748			(139	)		(464	)		(706	)		5,825			28,264
Charge-offs		(19,643	)		—			(143	)		(171	)		(11,314	)		(31,271	)
Recoveries		2,681			—			429			779			2,913			6,802

Ending balance	$	50,920		$	6,937		$	4,363		$	700		$	12,953		$	75,873

Specific ALLL	$	—		$	—		$	2,476		$	—		$	1,283		$	3,759

General ALLL	$	50,920		$	6,937		$	1,887		$	700		$	11,670		$	72,114

Loans held-in-portfolio:
Impaired loans	$	—		$	17,901		$	9,728		$	—		$	6,563		$	34,192
Loans held-in-portfolio excluding impaired loans		4,542,395			784,247			723,857			29,250			447,458			6,527,207

Total loans held-in-portfolio	$	4,542,395		$	802,148		$	733,585		$	29,250		$	454,021		$	6,561,399


For the six months ended June 30, 2018
Popular, Inc.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	215,665		$	8,362		$	196,143		$	798		$	11,991		$	190,467		$	623,426
Provision (reversal of provision)		55,046			(1,169	)		16,220			(706	)		5,444			56,282			131,117
Charge-offs		(37,934	)		30			(28,227	)		(171	)		(4,316	)		(70,839	)		(141,457	)
Recoveries		9,069			479			2,330			779			1,166			16,109			29,932

Ending balance	$	241,846		$	7,702		$	186,466		$	700		$	14,285		$	192,019		$	643,018

Specific ALLL	$	46,626		$	—		$	47,515		$	—		$	362		$	24,836		$	119,339

General ALLL	$	195,220		$	7,702		$	138,951		$	700		$	13,923		$	167,183		$	523,679

Loans held-in-portfolio:
Impaired loans	$	359,447		$	20,460		$	517,308		$	—		$	1,130		$	112,485		$	1,010,830
Loans held-in-portfolio excluding impaired loans		11,230,546			878,863			6,859,403			29,250			870,968			3,728,656			23,597,686

Total loans held-in-portfolio	$	11,589,993		$	899,323		$	7,376,711		$	29,250		$	872,098		$	3,841,141		$	24,608,516


For the quarter ended June 30, 2017
Puerto Rico - Non-covered loans
(In thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	187,631		$	1,961		$	144,937		$	7,897		$	124,091		$	466,517
Provision (reversal of provision)		(1,697	)		(2,858	)		23,682			1,544			21,502			42,173
Charge-offs		(21,575	)		(68	)		(21,493	)		(1,956	)		(28,002	)		(73,094	)
Recoveries		9,830			2,438			740			518			5,313			18,839

Ending balance	$	174,189		$	1,473		$	147,866		$	8,003		$	122,904		$	454,435

Specific ALLL	$	41,982		$	—		$	47,954		$	487		$	21,999		$	112,422

General ALLL	$	132,207		$	1,473		$	99,912		$	7,516		$	100,905		$	342,013

Loans held-in-portfolio:
Impaired non-covered loans	$	333,936		$	—		$	505,244		$	1,668		$	103,798		$	944,646
Non-covered loans held-in-portfolio excluding impaired loans		6,822,150			96,904			5,313,039			741,935			3,157,991			16,132,019

Total non-covered loans held-in-portfolio	$	7,156,086		$	96,904		$	5,818,283		$	743,603		$	3,261,789		$	17,076,665


For the quarter ended June 30, 2017
Puerto Rico - Covered Loans
(In thousands)	Commercial		Construction		Mortgage			Leasing		Consumer			Total
Allowance for credit losses:
Beginning balance	$	—	$	—	$	27,341		$	—	$	430		$	27,771
Provision		—		—		2,405			—		109			2,514
Charge-offs		—		—		(606	)		—		(17	)		(623	)
Recoveries		—		—		1,144			—		2			1,146

Ending balance	$	—	$	—	$	30,284		$	—	$	524		$	30,808

Specific ALLL	$	—	$	—	$	—		$	—	$	—		$	—

General ALLL	$	—	$	—	$	30,284		$	—	$	524		$	30,808

Loans held-in-portfolio:
Impaired covered loans	$	—	$	—	$	—		$	—	$	—		$	—
Covered loans held-in-portfolio excluding impaired loans		—		—		521,066			—		15,275			536,341

Total covered loans held-in-portfolio	$	—	$	—	$	521,066		$	—	$	15,275		$	536,341


For the quarter ended June 30, 2017
Popular U.S.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Consumer			Total
Allowance for credit losses:
Beginning balance	$	21,053		$	8,036		$	4,282		$	1,166		$	15,671		$	50,208
Provision (reversal of provision)		6,623			(1,508	)		302			(471	)		2,846			7,792
Charge-offs		(151	)		—			(845	)		(542	)		(4,786	)		(6,324	)
Recoveries		794			—			383			840			1,078			3,095

Ending balance	$	28,319		$	6,528		$	4,122		$	993		$	14,809		$	54,771

Specific ALLL	$	—		$	—		$	2,194		$	—		$	694		$	2,888

General ALLL	$	28,319		$	6,528		$	1,928		$	993		$	14,115		$	51,883

Loans held-in-portfolio:
Impaired loans	$	—		$	—		$	8,896		$	—		$	3,229		$	12,125
Loans held-in-portfolio excluding impaired loans		3,891,273			687,485			725,617			39,067			486,039			5,829,481

Total loans held-in-portfolio	$	3,891,273		$	687,485		$	734,513		$	39,067		$	489,268		$	5,841,606


For the quarter ended June 30, 2017
Popular, Inc.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	208,684		$	9,997		$	176,560		$	1,166		$	7,897		$	140,192		$	544,496
Provision (reversal of provision)		4,926			(4,366	)		26,389			(471	)		1,544			24,457			52,479
Charge-offs		(21,726	)		(68	)		(22,944	)		(542	)		(1,956	)		(32,805	)		(80,041	)
Recoveries		10,624			2,438			2,267			840			518			6,393			23,080

Ending balance	$	202,508		$	8,001		$	182,272		$	993		$	8,003		$	138,237		$	540,014

Specific ALLL	$	41,982		$	—		$	50,148		$	—		$	487		$	22,693		$	115,310

General ALLL	$	160,526		$	8,001		$	132,124		$	993		$	7,516		$	115,544		$	424,704

Loans held-in-portfolio:
Impaired loans	$	333,936		$	—		$	514,140		$	—		$	1,668		$	107,027		$	956,771
Loans held-in-portfolio excluding impaired loans		10,713,423			784,389			6,559,722			39,067			741,935			3,659,305			22,497,841

Total loans held-in-portfolio	$	11,047,359		$	784,389		$	7,073,862		$	39,067		$	743,603		$	3,766,332		$	23,454,612


For the six months ended June 30, 2017
Puerto Rico - Non-covered loans
(In thousands)	Commercial			Construction			Mortgage			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	189,686		$	1,353		$	143,320		$	7,662		$	125,963		$	467,984
Provision (reversal of provision)		(1,114	)		(2,394	)		38,854			2,592			35,713			73,651
Charge-offs		(32,646	)		(3,655	)		(36,476	)		(3,297	)		(49,814	)		(125,888	)
Recoveries		18,263			6,169			2,168			1,046			11,042			38,688

Ending balance	$	174,189		$	1,473		$	147,866		$	8,003		$	122,904		$	454,435

Specific ALLL	$	41,982		$	—		$	47,954		$	487		$	21,999		$	112,422

General ALLL	$	132,207		$	1,473		$	99,912		$	7,516		$	100,905		$	342,013

Loans held-in-portfolio:
Impaired non-covered loans	$	333,936		$	—		$	505,244		$	1,668		$	103,798		$	944,646
Non-covered loans held-in-portfolio excluding impaired loans		6,822,150			96,904			5,313,039			741,935			3,157,991			16,132,019

Total non-covered loans held-in-portfolio	$	7,156,086		$	96,904		$	5,818,283		$	743,603		$	3,261,789		$	17,076,665


For the six months ended June 30, 2017
Puerto Rico - Covered Loans
(In thousands)	Commercial		Construction		Mortgage			Leasing		Consumer			Total
Allowance for credit losses:
Beginning balance	$	—	$	—	$	30,159		$	—	$	191		$	30,350
Provision		—		—		715			—		440			1,155
Charge-offs		—		—		(1,837	)		—		(110	)		(1,947	)
Recoveries		—		—		1,247			—		3			1,250

Ending balance	$	—	$	—	$	30,284		$	—	$	524		$	30,808

Specific ALLL	$	—	$	—	$	—		$	—	$	—		$	—

General ALLL	$	—	$	—	$	30,284		$	—	$	524		$	30,808

Loans held-in-portfolio:
Impaired covered loans	$	—	$	—	$	—		$	—	$	—		$	—
Covered loans held-in-portfolio excluding impaired loans		—		—		521,066			—		15,275			536,341

Total covered loans held-in-portfolio	$	—	$	—	$	521,066		$	—	$	15,275		$	536,341


For the six months ended June 30, 2017
Popular U.S.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Consumer			Total
Allowance for credit losses:
Beginning balance	$	12,968		$	8,172		$	4,614		$	1,343		$	15,220		$	42,317
Provision (reversal of provision)		14,245			(1,644	)		(134	)		(1,136	)		7,040			18,371
Charge-offs		(221	)		—			(951	)		(583	)		(9,519	)		(11,274	)
Recoveries		1,327			—			593			1,369			2,068			5,357

Ending balance	$	28,319		$	6,528		$	4,122		$	993		$	14,809		$	54,771

Specific ALLL	$	—		$	—		$	2,194		$	—		$	694		$	2,888

General ALLL	$	28,319		$	6,528		$	1,928		$	993		$	14,115		$	51,883

Loans held-in-portfolio:
Impaired loans	$	—		$	—		$	8,896		$	—		$	3,229		$	12,125
Loans held-in-portfolio excluding impaired loans		3,891,273			687,485			725,617			39,067			486,039			5,829,481

Total loans held-in-portfolio	$	3,891,273		$	687,485		$	734,513		$	39,067		$	489,268		$	5,841,606


For the six months ended June 30, 2017
Popular, Inc.
(In thousands)	Commercial			Construction			Mortgage			Legacy			Leasing			Consumer			Total
Allowance for credit losses:
Beginning balance	$	202,654		$	9,525		$	178,093		$	1,343		$	7,662		$	141,374		$	540,651
Provision (reversal of provision)		13,131			(4,038	)		39,435			(1,136	)		2,592			43,193			93,177
Charge-offs		(32,867	)		(3,655	)		(39,264	)		(583	)		(3,297	)		(59,443	)		(139,109	)
Recoveries		19,590			6,169			4,008			1,369			1,046			13,113			45,295

Ending balance	$	202,508		$	8,001		$	182,272		$	993		$	8,003		$	138,237		$	540,014

Specific ALLL	$	41,982		$	—		$	50,148		$	—		$	487		$	22,693		$	115,310

General ALLL	$	160,526		$	8,001		$	132,124		$	993		$	7,516		$	115,544		$	424,704

Loans held-in-portfolio:
Impaired loans	$	333,936		$	—		$	514,140		$	—		$	1,668		$	107,027		$	956,771
Loans held-in-portfolio excluding impaired loans		10,713,423			784,389			6,559,722			39,067			741,935			3,659,305			22,497,841

Total loans held-in-portfolio	$	11,047,359		$	784,389		$	7,073,862		$	39,067		$	743,603		$	3,766,332		$	23,454,612

Impaired loans

The following tables present loans individually evaluated for impairment at June 30, 2018 and December 31, 2017.


June 30, 2018
Puerto Rico
	Impaired Loans–With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Commercial multi-family	$	698	$	698	$	5	$	—	$	—	$	698	$	698	$	5
Commercial real estate non-owner occupied		93,221		93,998		21,784		38,684		53,175		131,905		147,173		21,784
Commercial real estate owner occupied		130,312		178,448		7,253		21,064		28,347		151,376		206,795		7,253
Commercial and industrial		68,643		77,399		17,584		6,825		9,462		75,468		86,861		17,584
Construction		—		—		—		2,559		2,559		2,559		2,559		—
Mortgage		447,479		507,294		45,039		60,101		78,901		507,580		586,195		45,039
Leasing		1,130		1,130		362		—		—		1,130		1,130		362
Consumer:
Credit cards		33,321		33,321		5,363		—		—		33,321		33,321		5,363
Personal		70,591		70,591		17,847		—		—		70,591		70,591		17,847
Auto		1,035		1,035		200		—		—		1,035		1,035		200
Other		975		975		143		—		—		975		975		143

Total Puerto Rico	$	847,405	$	964,889	$	115,580	$	129,233	$	172,444	$	976,638	$	1,137,333	$	115,580


June 30, 2018
Popular U.S.
	Impaired Loans–With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Construction	$	—	$	—	$	—	$	17,901	$	18,128	$	17,901	$	18,128	$	—
Mortgage		7,520		8,264		2,476		2,208		2,404		9,728		10,668		2,476
Consumer:
HELOCs		4,670		4,685		1,043		1,122		1,147		5,792	$	5,832	$	1,043
Personal		550		550		240		221		221		771	$	771	$	240

Total Popular U.S.	$	12,740	$	13,499	$	3,759	$	21,452	$	21,900	$	34,192	$	35,399	$	3,759


June 30, 2018
Popular, Inc.
	Impaired Loans – With an Allowance						Impaired Loans With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Commercial multi-family	$	698	$	698	$	5	$	—	$	—	$	698	$	698	$	5
Commercial real estate non-owner occupied		93,221		93,998		21,784		38,684		53,175		131,905		147,173		21,784
Commercial real estate owner occupied		130,312		178,448		7,253		21,064		28,347		151,376		206,795		7,253
Commercial and industrial		68,643		77,399		17,584		6,825		9,462		75,468		86,861		17,584
Construction		—		—		—		20,460		20,687		20,460		20,687		—
Mortgage		454,999		515,558		47,515		62,309		81,305		517,308		596,863		47,515
Leasing		1,130		1,130		362		—		—		1,130		1,130		362
Consumer:
Credit Cards		33,321		33,321		5,363		—		—		33,321		33,321		5,363
HELOCs		4,670		4,685		1,043		1,122		1,147		5,792		5,832		1,043
Personal		71,141		71,141		18,087		221		221		71,362		71,362		18,087
Auto		1,035		1,035		200		—		—		1,035		1,035		200
Other		975		975		143		—		—		975		975		143

Total Popular, Inc.	$	860,145	$	978,388	$	119,339	$	150,685	$	194,344	$	1,010,830	$	1,172,732	$	119,339


December 31, 2017
Puerto Rico
	Impaired Loans – With an Allowance						Impaired Loans With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Commercial multi-family	$	206	$	206	$	32	$	—	$	—	$	206	$	206	$	32
Commercial real estate non-owner occupied		101,485		102,262		23,744		11,454		27,522		112,939		129,784		23,744
Commercial real estate owner occupied		127,634		153,495		10,221		24,634		57,219		152,268		210,714		10,221
Commercial and industrial		43,493		46,918		2,985		14,549		23,977		58,042		70,895		2,985
Mortgage		450,226		504,006		46,354		58,807		75,228		509,033		579,234		46,354
Leasing		1,456		1,456		475		—		—		1,456		1,456		475
Consumer:
Credit cards		33,676		33,676		5,569		—		—		33,676		33,676		5,569
Personal		62,488		62,488		15,690		—		—		62,488		62,488		15,690
Auto		2,007		2,007		425		—		—		2,007		2,007		425
Other		1,009		1,009		165		—		—		1,009		1,009		165

Total Puerto Rico	$	823,680	$	907,523	$	105,660	$	109,444	$	183,946	$	933,124	$	1,091,469	$	105,660


December 31, 2017
Popular U.S.
	Impaired Loans – With an Allowance						Impaired Loans With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Mortgage	$	6,774	$	8,439	$	2,478	$	2,468	$	3,397	$	9,242	$	11,836	$	2,478
Consumer:
HELOCs		3,530		3,542		722		761		780		4,291		4,322		722
Personal		542		542		231		224		224		766		766		231

Total Popular U.S.	$	10,846	$	12,523	$	3,431	$	3,453	$	4,401	$	14,299	$	16,924	$	3,431


December 31, 2017
Popular, Inc.
	Impaired Loans – With an Allowance						Impaired Loans With No Allowance				Impaired Loans - Total
(In thousands)	Recorded investment		Unpaid principal balance		Related allowance		Recorded investment		Unpaid principal balance		Recorded investment		Unpaid principal balance		Related allowance
Commercial multi-family	$	206	$	206	$	32	$	—	$	—	$	206	$	206	$	32
Commercial real estate non-owner occupied		101,485		102,262		23,744		11,454		27,522		112,939		129,784		23,744
Commercial real estate owner occupied		127,634		153,495		10,221		24,634		57,219		152,268		210,714		10,221
Commercial and industrial		43,493		46,918		2,985		14,549		23,977		58,042		70,895		2,985
Mortgage		457,000		512,445		48,832		61,275		78,625		518,275		591,070		48,832
Leasing		1,456		1,456		475		—		—		1,456		1,456		475
Consumer:
Credit Cards		33,676		33,676		5,569		—		—		33,676		33,676		5,569
HELOCs		3,530		3,542		722		761		780		4,291		4,322		722
Personal		63,030		63,030		15,921		224		224		63,254		63,254		15,921
Auto		2,007		2,007		425		—		—		2,007		2,007		425
Other		1,009		1,009		165		—		—		1,009		1,009		165

Total Popular, Inc.	$	834,526	$	920,046	$	109,091	$	112,897	$	188,347	$	947,423	$	1,108,393	$	109,091

The following tables present the average recorded investment and interest income recognized on impaired loans for the quarters and six months ended June 30, 2018 and 2017.


For the quarter ended June 30, 2018
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized
Commercial multi-family	$	414	$	—	$	—	$	—	$	414	$	—
Commercial real estate non-owner occupied		132,842		1,681		—		—		132,842		1,681
Commercial real estate owner occupied		153,007		1,596		—		—		153,007		1,596
Commercial and industrial		69,493		702		—		—		69,493		702
Construction		3,426		—		8,951		—		12,377		—
Mortgage		509,215		3,789		9,401		43		518,616		3,832
Leasing		1,246		—		—		—		1,246		—
Consumer:
Credit cards		33,293		—		—		—		33,293		—
Helocs		—		—		5,436		—		5,436		—
Personal		65,796		115		773		—		66,569		115
Auto		1,399		—		—		—		1,399		—
Other		1,338		—		—		—		1,338		—

Total Popular, Inc.	$	971,469	$	7,883	$	24,561	$	43	$	996,030	$	7,926


For the quarter ended June 30, 2017
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized
Commercial multi-family	$	78	$	1	$	—	$	—	$	78	$	1
Commercial real estate non-owner occupied		117,744		1,341		—		—		117,744		1,341
Commercial real estate owner occupied		160,001		1,534		—		—		160,001		1,534
Commercial and industrial		63,558		502		—		—		63,558		502
Mortgage		503,446		4,814		8,909		22		512,355		4,836
Leasing		1,736		—		—		—		1,736		—
Consumer:
Credit cards		36,812		—		—		—		36,812		—
Helocs		—		—		2,570		—		2,570		—
Personal		65,394		—		435		—		65,829		—
Auto		2,075		—		—		—		2,075		—
Other		736		—		—		—		736		—

Total Popular, Inc.	$	951,580	$	8,192	$	11,914	$	22	$	963,494	$	8,214


For the six months ended June 30, 2018
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized
Commercial multi-family	$	344	$	—	$	—	$	—	$	344	$	—
Commercial real estate non-owner occupied		126,208		3,104		—		—		126,208		3,104
Commercial real estate owner occupied		152,761		3,195		—		—		152,761		3,195
Commercial and industrial		65,676		1,397		—		—		65,676		1,397
Construction		2,284		25		5,967		—		8,251		25
Mortgage		509,154		10,229		9,348		87		518,502		10,316
Leasing		1,316		—		—		—		1,316		—
Consumer:
Credit cards		33,421		—		—		—		33,421		—
HELOCs		—		—		5,054		—		5,054		—
Personal		64,693		254		770		—		65,463		254
Auto		1,602		—		—		—		1,602		—
Other		1,228		—		—		—		1,228		—

Total Popular, Inc.	$	958,687	$	18,204	$	21,139	$	87	$	979,826	$	18,291


For the six months ended June 30, 2017
	Puerto Rico				Popular U.S.				Popular, Inc.
(In thousands)	Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized		Average recorded investment		Interest income recognized
Commercial multi-family	$	79	$	3	$	—	$	—	$	79	$	3
Commercial real estate non-owner occupied		118,514		2,697		—		—		118,514		2,697
Commercial real estate owner occupied		161,199		3,198		—		—		161,199		3,198
Commercial and industrial		60,602		1,144		—		—		60,602		1,144
Mortgage		501,460		8,184		8,898		66		510,358		8,250
Leasing		1,763		—		—		—		1,763		—
Consumer:
Credit cards		37,029		—		—		—		37,029		—
HELOCs		—		—		2,620		—		2,620		—
Personal		65,610		—		329		—		65,939		—
Auto		2,089		—		—		—		2,089		—
Other		821		—		—		—		821		—

Total Popular, Inc.	$	949,166	$	15,226	$	11,847	$	66	$	961,013	$	15,292

Modifications

Troubled debt restructurings (“TDRs”) amounted to $1.4 billion at June 30, 2018 (December 31, 2017 - $1.3 billion). The amount of outstanding commitments to lend additional funds to debtors owing receivables whose terms have been modified in TDRs amounted to $17 million related to the commercial loan portfolio at June 30, 2018 (December 31, 2017 - $8 million).

At June 30, 2018, the mortgage loan TDRs include $474 million guaranteed by U.S. sponsored entities at BPPR, compared to $449 million at December 31, 2017.

A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession. For a summary of the accounting policy related to TDRs, refer to the Summary of Significant Accounting Policies included in Note 3 to the 2017 Form 10-K.

The following table presents the non-covered and covered loans classified as TDRs according to their accruing status and the related allowance at June 30, 2018 and December 31, 2017.


Popular, Inc.
	June 30, 2018								December 31, 2017
(In thousands)	Accruing		Non- Accruing		Total		Related Allowance		Accruing		Non- Accruing		Total		Related Allowance
Non-covered loans held-in-portfolio:
Commercial	$	225,599	$	104,440	$	330,039	$	45,277	$	161,220	$	59,626	$	220,846	$	32,472
Construction		—		2,559		2,559		—		—		—		—		—
Mortgage		825,372		141,753		967,125		47,515		803,278		126,798		930,076		48,832
Leases		764		366		1,130		362		863		393		1,256		475
Consumer		95,308		13,768		109,076		23,989		93,916		12,233		106,149		22,802

Non-covered loans held-in-portfolio		1,147,043	$	262,886	$	1,409,929	$	117,143	$	1,059,277	$	199,050	$	1,258,327	$	104,581

Covered loans held-in-portfolio:
Mortgage	$	—	$	—	$	—	$	—	$	2,658	$	3,227	$	5,885	$	—

Covered loans held-in-portfolio	$	—	$	—	$	—	$	—	$	2,658	$	3,227	$	5,885	$	—

The following tables present the loan count by type of modification for those loans modified in a TDR during the quarters and six months ended June 30, 2018 and 2017. Loans modified as TDRs for the U.S. operations are considered insignificant to the Corporation.


Popular, Inc.
	For the quarter ended June 30, 2018								For the six months ended June 30, 2018
	Reduction in interest rate		Extension of maturity date		Combination of reduction in interest rate and extension of maturity date		Other		Reduction in interest rate		Extension of maturity date		Combination of reduction in interest rate and extension of maturity date		Other
Commercial multi-family		—		1		—		—		—		1		—		—
Commercial real estate non-owner occupied		—		6		—		—		2		11		—		—
Commercial real estate owner occupied		3		23		—		—		3		42		—		—
Commercial and industrial		1		31		—		—		4		50		—		—
Construction		—		—		—		—		1		—		—		—
Mortgage		26		6		67		22		45		10		103		45
Leasing		—		—		1		—		—		—		1		—
Consumer:
Credit cards		180		—		3		160		311		—		3		310
HELOCs		—		7		3		—		—		12		7		—
Personal		468		1		—		—		628		3		—		—
Auto		—		2		1		—		—		2		2		—
Other		13		—		—		—		20		—		1		—

Total		691		77		75		182		1,014		131		117		355


Popular, Inc.
	For the quarter ended June 30, 2017								For the six months ended June 30, 2017
	Reduction in interest rate		Extension of maturity date		Combination of reduction in interest rate and extension of maturity date		Other		Reduction in interest rate		Extension of maturity date		Combination of reduction in interest rate and extension of maturity date		Other
Commercial real estate non-owner occupied		4		—		—		—		4		1		—		—
Commercial real estate owner occupied		1		8		—		—		3		9		—		—
Commercial and industrial		—		15		—		—		2		21		—		—
Mortgage		18		15		114		32		32		21		218		100
Leasing		—		1		2		—		—		1		5		—
Consumer:
Credit cards		159		—		—		152		285		—		1		310
HELOCs		—		1		1		—		—		1		1		—
Personal		250		—		—		—		512		4		—		1
Auto		—		3		1		1		—		4		2		1
Other		8		1		—		1		16		1		—		1

Total		440		44		118		186		854		63		227		413

The following tables present by class, quantitative information related to loans modified as TDRs during the quarters and six months ended June 30, 2018 and 2017.


Popular, Inc.
For the quarter ended June 30, 2018
(Dollars in thousands)	Loan count		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial multi-family		1	$	567	$	567	$	43
Commercial real estate non-owner occupied		6		4,460		4,464		(46	)
Commercial real estate owner occupied		26		15,096		14,639		845
Commercial and industrial		32		36,153		35,971		13,934
Mortgage		121		15,325		14,016		777
Leasing		1		23		23		7
Consumer:
Credit cards		343		3,478		3,503		398
HELOCs		10		860		817		107
Personal		469		7,253		7,251		1,720
Auto		3		60		59		10
Other		13		46		46		5

Total		1,025	$	83,321	$	81,356	$	17,800


Popular, Inc.
For the quarter ended June 30, 2017
(Dollars in thousands)	Loan count		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial real estate non-owner occupied		4	$	1,928	$	1,762	$	156
Commercial real estate owner occupied		9		1,546		1,535		87
Commercial and industrial		15		509		535		49
Mortgage		179		20,017		18,819		1,226
Leasing		3		122		120		34
Consumer:
Credit cards		311		2,502		2,757		332
HELOCs		2		486		483		13
Personal		250		4,436		4,443		998
Auto		5		1,965		1,920		348
Other		10		1,891		1,891		55

Total		788	$	35,402	$	34,265	$	3,298


Popular, Inc.
For the six months ended June 30, 2018
(Dollars in thousands)	Loan count		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial multi-family		1	$	567	$	567	$	43
Commercial real estate non-owner occupied		13		27,446		27,387		6,754
Commercial real estate owner occupied		45		20,070		18,908		983
Commercial and industrial		54		47,222		46,494		13,824
Construction		1		4,210		4,293		474
Mortgage		203		25,598		22,935		1,234
Leasing		1		23		23		7
Consumer:
Credit cards		624		6,404		6,804		852
HELOCs		19		1,725		1,673		374
Personal		631		10,325		10,321		2,730
Auto		4		194		191		33
Other		21		203		201		31

Total		1,617	$	143,987	$	139,797	$	27,339


Popular, Inc.
For the six months ended June 30, 2017
(Dollars in thousands)	Loan count		Pre-modification outstanding recorded investment		Post-modification outstanding recorded investment		Increase (decrease) in the allowance for loan losses as a result of modification
Commercial real estate non-owner occupied		5	$	2,069	$	1,901	$	145
Commercial real estate owner occupied		12		2,703		2,682		143
Commercial and industrial		23		828		2,923		468
Mortgage		371		41,085		38,332		2,240
Leasing		6		236		235		66
Consumer:
Credit cards		596		4,904		5,400		644
HELOCs		2		486		483		13
Personal		517		9,034		9,038		2,031
Auto		7		2,001		1,957		354
Other		18		1,956		1,956		64

Total		1,557	$	65,302	$	64,907	$	6,168

The following tables present by class, TDRs that were subject to payment default and that had been modified as a TDR during the twelve months preceding the default date. Payment default is defined as a restructured loan becoming 90 days past due after being modified, foreclosed or charged-off, whichever occurs first. The recorded investment at June 30, 2018 is inclusive of all partial paydowns and charge-offs since the modification date. Loans modified as a TDR that were fully paid down, charged-off or foreclosed upon by period end are not reported.


Popular, Inc.
	Defaulted during the quarter ended June 30, 2018				Defaulted during the six months ended June 30, 2018
(Dollars in thousands)	Loan count		Recorded investment as of first default date		Loan count		Recorded investment as of first default date
Commercial real estate non-owner occupied		1	$	17		1	$	17
Commercial real estate owner occupied		1		50		3		136
Commercial and industrial		1		4		6		76
Mortgage		15		1,668		32		4,240
Consumer:
Credit cards		102		1,073		125		2,155
Personal		38		578		55		1,438
Auto		1		22		1		22
Other		2		8		2		8

Total		161	$	3,420		225	$	8,092


Popular, Inc.
	Defaulted during the quarter ended June 30, 2017				Defaulted during the six months ended June 30, 2017
(Dollars in thousands)	Loan count		Recorded investment as of first default date		Loan count		Recorded investment as of first default date
Commercial real estate non-owner occupied		1	$	195		2	$	457
Commercial real estate owner occupied		2		1,483		3		1,749
Commercial and industrial		1		21		3		565
Mortgage		30		2,542		62		5,896
Consumer:
Credit cards		27		349		46		648
HELOCs		1		97		2		140
Personal		55		1,095		82		2,070
Auto		1		19		3		54
Other		1		9		1		9

Total		119	$	5,810		204	$	11,588

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

Credit Quality

The following table presents the outstanding balance, net of unearned income, of loans held-in-portfolio based on the Corporation’s assignment of obligor risk ratings as defined at June 30, 2018 and December 31, 2017.


June 30, 2018
(In thousands)	Watch		Special Mention		Substandard		Doubtful		Loss		Sub-total		Pass/Unrated		Total
Puerto Rico
Commercial multi-family	$	1,047	$	3,851	$	3,835	$	—	$	—	$	8,733	$	138,732	$	147,465
Commercial real estate non-owner occupied		445,886		289,659		347,391		—		—		1,082,936		1,230,536		2,313,472
Commercial real estate owner occupied		291,656		123,521		410,384		2,376		—		827,937		907,248		1,735,185
Commercial and industrial		614,880		110,201		209,893		375		92		935,441		1,916,035		2,851,476

Total Commercial		1,353,469		527,232		971,503		2,751		92		2,855,047		4,192,551		7,047,598
Construction		—		889		3,896		—		—		4,785		92,390		97,175
Mortgage		4,104		2,481		198,249		—		—		204,834		6,438,292		6,643,126
Leasing		—		—		3,662		—		34		3,696		868,402		872,098
Consumer:
Credit cards		—		—		29,024		—		—		29,024		1,050,510		1,079,534
HELOCs		—		—		349		—		—		349		5,274		5,623
Personal		480		444		20,846		—		—		21,770		1,217,365		1,239,135
Auto		—		—		12,755		—		100		12,855		902,208		915,063
Other		92		—		15,081		—		235		15,408		132,357		147,765

Total Consumer		572		444		78,055		—		335		79,406		3,307,714		3,387,120

Total Puerto Rico	$	1,358,145	$	531,046	$	1,255,365	$	2,751	$	461	$	3,147,768	$	14,899,349	$	18,047,117

Popular U.S.
Commercial multi-family	$	41,569	$	6,260	$	6,749	$	—	$	—	$	54,578	$	1,265,820	$	1,320,398
Commercial real estate non-owner occupied		71,105		9,113		38,540		—		—		118,758		1,757,536		1,876,294
Commercial real estate owner occupied		37,527		7,691		8,459		—		—		53,677		231,005		284,682
Commercial and industrial		4,041		101		100,741		—		—		104,883		956,138		1,061,021

Total Commercial		154,242		23,165		154,489		—		—		331,896		4,210,499		4,542,395
Construction		67,845		15,180		63,106		—		—		146,131		656,017		802,148
Mortgage		—		—		11,398		—		—		11,398		722,187		733,585
Legacy		600		368		2,737		—		—		3,705		25,545		29,250
Consumer:
Credit cards		—		—		—		—		—		—		69		69
HELOCs		—		—		4,243		—		11,657		15,900		141,893		157,793
Personal		—		—		1,409		—		909		2,318		293,630		295,948
Other		—		—		1		—		—		1		210		211

Total Consumer		—		—		5,653		—		12,566		18,219		435,802		454,021

Total Popular U.S.	$	222,687	$	38,713	$	237,383	$	—	$	12,566	$	511,349	$	6,050,050	$	6,561,399

Popular, Inc.
Commercial multi-family	$	42,616	$	10,111	$	10,584	$	—	$	—	$	63,311	$	1,404,552	$	1,467,863
Commercial real estate non-owner occupied		516,991		298,772		385,931		—		—		1,201,694		2,988,072		4,189,766
Commercial real estate owner occupied		329,183		131,212		418,843		2,376		—		881,614		1,138,253		2,019,867
Commercial and industrial		618,921		110,302		310,634		375		92		1,040,324		2,872,173		3,912,497

Total Commercial		1,507,711		550,397		1,125,992		2,751		92		3,186,943		8,403,050		11,589,993
Construction		67,845		16,069		67,002		—		—		150,916		748,407		899,323
Mortgage		4,104		2,481		209,647		—		—		216,232		7,160,479		7,376,711
Legacy		600		368		2,737		—		—		3,705		25,545		29,250
Leasing		—		—		3,662		—		34		3,696		868,402		872,098
Consumer:
Credit cards		—		—		29,024		—		—		29,024		1,050,579		1,079,603
HELOCs		—		—		4,592		—		11,657		16,249		147,167		163,416
Personal		480		444		22,255		—		909		24,088		1,510,995		1,535,083
Auto		—		—		12,755		—		100		12,855		902,208		915,063
Other		92		—		15,082		—		235		15,409		132,567		147,976

Total Consumer		572		444		83,708		—		12,901		97,625		3,743,516		3,841,141

Total Popular, Inc.	$	1,580,832	$	569,759	$	1,492,748	$	2,751	$	13,027	$	3,659,117	$	20,949,399	$	24,608,516

The following table presents the weighted average obligor risk rating at June 30, 2018 for those classifications that consider a range of rating scales.


Weighted average obligor risk rating	(Scales 11 and 12)		(Scales 1 through 8)
Puerto Rico:	Substandard		Pass
Commercial multi-family		11.21		5.76
Commercial real estate non-owner occupied		11.11		6.92
Commercial real estate owner occupied		11.21		7.19
Commercial and industrial		11.24		7.06

Total Commercial		11.18		7.02

Construction		11.66		7.83


Popular U.S. :	Substandard		Pass
Commercial multi-family		11.00		7.29
Commercial real estate non-owner occupied		11.01		6.71
Commercial real estate owner occupied		11.17		7.42
Commercial and industrial		11.84		6.45

Total Commercial		11.56		6.86

Construction		11.28		7.78

Legacy		11.15		7.94


December 31, 2017
(In thousands)	Watch		Special Mention		Substandard		Doubtful		Loss		Sub-total		Pass/Unrated		Total
Puerto Rico ^[1]
Commercial multi-family	$	1,387	$	1,708	$	6,831	$	—	$	—	$	9,926	$	136,473	$	146,399
Commercial real estate non-owner occupied		327,811		335,011		307,579		—		—		970,401		1,434,158		2,404,559
Commercial real estate owner occupied		243,966		215,652		354,990		2,124		—		816,732		1,006,882		1,823,614
Commercial and industrial		453,546		108,554		241,695		471		126		804,392		2,086,935		2,891,327

Total Commercial		1,026,710		660,925		911,095		2,595		126		2,601,451		4,664,448		7,265,899
Construction		110		4,122		1,545		—		—		5,777		89,592		95,369
Mortgage		2,748		3,564		155,074		—		—		161,386		6,415,393		6,576,779
Leasing		—		—		1,926		—		1,048		2,974		807,016		809,990
Consumer:
Credit cards		—		—		18,227		—		—		18,227		1,074,994		1,093,221
HELOCs		—		—		257		—		—		257		5,830		6,087
Personal		429		659		20,790		—		—		21,878		1,200,434		1,222,312
Auto		—		—		5,446		—		20		5,466		845,347		850,813
Other		—		—		16,324		—		440		16,764		140,824		157,588

Total Consumer		429		659		61,044		—		460		62,592		3,267,429		3,330,021

Total Puerto Rico	$	1,029,997	$	669,270	$	1,130,684	$	2,595	$	1,634	$	2,834,180	$	15,243,878	$	18,078,058

Popular U.S.
Commercial multi-family	$	11,808	$	6,345	$	7,936	$	—	$	—	$	26,089	$	1,184,604	$	1,210,693
Commercial real estate non-owner occupied		46,523		16,561		37,178		—		—		100,262		1,588,049		1,688,311
Commercial real estate owner occupied		28,183		30,893		8,590		—		—		67,666		251,309		318,975
Commercial and industrial		4,019		603		123,935		—		—		128,557		876,426		1,004,983

Total Commercial		90,533		54,402		177,639		—		—		322,574		3,900,388		4,222,962
Construction		36,858		8,294		54,276		—		—		99,428		685,232		784,660
Mortgage		—		—		14,852		—		—		14,852		678,776		693,628
Legacy		688		426		3,302		—		—		4,416		28,564		32,980
Consumer:
Credit cards		—		—		11		—		—		11		89		100
HELOCs		—		—		6,084		—		8,914		14,998		167,087		182,085
Personal		—		—		2,069		—		704		2,773		295,229		298,002
Other		—		—		—		—		—		—		319		319

Total Consumer		—		—		8,164		—		9,618		17,782		462,724		480,506

Total Popular U.S.	$	128,079	$	63,122	$	258,233	$	—	$	9,618	$	459,052	$	5,755,684	$	6,214,736

Popular, Inc.
Commercial multi-family	$	13,195	$	8,053	$	14,767	$	—	$	—	$	36,015	$	1,321,077	$	1,357,092
Commercial real estate non-owner occupied		374,334		351,572		344,757		—		—		1,070,663		3,022,207		4,092,870
Commercial real estate owner occupied		272,149		246,545		363,580		2,124		—		884,398		1,258,191		2,142,589
Commercial and industrial		457,565		109,157		365,630		471		126		932,949		2,963,361		3,896,310

Total Commercial		1,117,243		715,327		1,088,734		2,595		126		2,924,025		8,564,836		11,488,861
Construction		36,968		12,416		55,821		—		—		105,205		774,824		880,029
Mortgage		2,748		3,564		169,926		—		—		176,238		7,094,169		7,270,407
Legacy		688		426		3,302		—		—		4,416		28,564		32,980
Leasing		—		—		1,926		—		1,048		2,974		807,016		809,990
Consumer:
Credit cards		—		—		18,238		—		—		18,238		1,075,083		1,093,321
HELOCs		—		—		6,341		—		8,914		15,255		172,917		188,172
Personal		429		659		22,859		—		704		24,651		1,495,663		1,520,314
Auto		—		—		5,446		—		20		5,466		845,347		850,813
Other		—		—		16,324		—		440		16,764		141,143		157,907

Total Consumer		429		659		69,208		—		10,078		80,374		3,730,153		3,810,527

Total Popular, Inc.	$	1,158,076	$	732,392	$	1,388,917	$	2,595	$	11,252	$	3,293,232	$	20,999,562	$	24,292,794

The following table presents the weighted average obligor risk rating at December 31, 2017 for those classifications that consider a range of rating scales.


Weighted average obligor risk rating	(Scales 11 and 12)		(Scales 1 through 8)
Puerto Rico: ^[1]	Substandard		Pass
Commercial multi-family		11.16		5.89
Commercial real estate non-owner occupied		11.06		6.99
Commercial real estate owner occupied		11.28		7.14
Commercial and industrial		11.16		7.11

Total Commercial		11.17		7.06

Construction		11.00		7.76


Popular U.S.:	Substandard		Pass
Commercial multi-family		11.00		7.28
Commercial real estate non-owner occupied		11.04		6.74
Commercial real estate owner occupied		11.10		7.14
Commercial and industrial		11.82		6.17

Total Commercial		11.59		6.80

Construction		11.00		7.70

Legacy		11.11		7.93

[1]	Excludes covered loans acquired in the Westernbank FDIC-assisted transaction.

Note 9—FDIC loss-share asset and true-up payment obligation

In connection with the Westernbank FDIC-assisted transaction, BPPR entered into loss-share arrangements with the FDIC with respect to the covered loans and other real estate owned. Pursuant to the terms of the loss-share arrangements, the FDIC’s obligation to reimburse BPPR for losses with respect to covered assets began with the first dollar of loss incurred. The FDIC reimbursed BPPR for 80% of losses with respect to covered assets, and BPPR reimbursed the FDIC for 80% of recoveries with respect to losses for which the FDIC paid reimbursement under loss-share arrangements. The loss-share component of the arrangements applicable to commercial (including construction) and consumer loans expired during the quarter ended June 30, 2015, but the arrangement provided for reimbursement of recoveries to the FDIC to continue through the quarter ending June 30, 2018, and for the single family mortgage loss-share component of such agreement to expire in the quarter ended June 30, 2020.

As of March 31, 2018, the Corporation had an FDIC loss share asset of $45.6 million, net of amounts owed to the FDIC of $1.1 million, related to the covered assets. As part of the loss-share agreements, BPPR had agreed to make a true-up payment to the FDIC 45 days following the last day (such day, the “true-up measurement date”) of the final shared-loss month, or upon the final disposition of all covered assets under the loss-share agreements, in the event losses on the loss-share agreements fail to reach expected levels. The estimated fair value of such true-up payment obligation at March 31, 2018 was approximately $171 (December 31, 2017 – $165 million) million and was included as a contingent consideration within the caption of other liabilities in the Consolidated Statements of Financial Condition.

On May 22, 2018, the Corporation entered into a Termination Agreement (the “Termination Agreement”) with the FDIC to terminate all loss-share arrangements in connection with the Westernbank FDIC-assisted transaction. Under the terms of the Termination Agreement, Banco Popular made a payment of approximately $23.7 million (the “Termination Payment”) to the FDIC as consideration for the termination of the loss-share agreements. Popular recorded a gain of $102.8 million within the FDIC loss share income (expense) caption in the Consolidated Statement of Operations calculated based on the difference between the Termination Payment and the net amount of the true-up payment obligation and the FDIC loss share asset.

The following table sets forth the activity in the FDIC loss-share asset for the periods presented.


	Quarters ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Balance at beginning of period	$	45,659		$	64,077		$	46,316		$	69,334
FDIC loss-share Termination Agreement		(45,659	)		—			(45,659	)		—
Accretion (amortization)		—			147			(934	)		(629	)
Credit impairment losses to be covered under loss-sharing agreements		—			2,126			104			2,274
Reimbursable expenses		—			723			537			1,644
Net payments from FDIC under loss-sharing agreements		—			(14,003	)		(364	)		(14,003	)
Other adjustments attributable to FDIC loss-sharing agreements		—			—			—			(5,550	)

Balance at end of period	$	—		$	53,070		$	—		$	53,070

Balance due to the FDIC for recoveries on covered assets		—			(487	)		—			(487	)

Balance at end of period	$	—		$	52,583		$	—		$	52,583

As a result of the Termination Agreement, assets that were covered by the loss share agreement, including covered loans in the amount of approximately $514.6 million and covered real estate owned assets in the amount of approximately $15.3 million as of March 31, 2018, were reclassified as non-covered. The Corporation now recognizes entirely all future credit losses, expenses, gains, and recoveries related to the formerly covered assets with no offset due to or from the FDIC.

Note 10 – Mortgage banking activities

Income from mortgage banking activities includes mortgage servicing fees earned in connection with administering residential mortgage loans and valuation adjustments on mortgage servicing rights. It also includes gain on sales and securitizations of residential mortgage loans and trading gains and losses on derivative contracts used to hedge the Corporation’s securitization activities. In addition, lower-of-cost-or-market valuation adjustments to residential mortgage loans held for sale, if any, are recorded as part of the mortgage banking activities.

The following table presents the components of mortgage banking activities:


	Quarters ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Mortgage servicing fees, net of fair value adjustments:
Mortgage servicing fees	$	12,425		$	13,021		$	24,881		$	26,473
Mortgage servicing rights fair value adjustments		(4,622	)		(8,046	)		(8,929	)		(14,000	)

Total mortgage servicing fees, net of fair value adjustments		7,803			4,975			15,952			12,473

Net gain on sale of loans, including valuation on loans held-for-sale		2,460			7,250			3,517			12,631

Trading account (loss) profit:
Unrealized gains (losses) on outstanding derivative positions		45			83			(176	)		43
Realized (losses) gains on closed derivative positions		(237	)		(1,567	)		2,846			(3,037	)

Total trading account (loss) profit		(192	)		(1,484	)		2,670			(2,994	)

Total mortgage banking activities	$	10,071		$	10,741		$	22,139		$	22,110

Note 11—Transfers of financial assets and mortgage servicing assets

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

No liabilities were incurred as a result of these securitizations during the quarters and six months ended June 30, 2018 and 2017 because they did not contain any credit recourse arrangements. During the quarter and six months ended June 30, 2018, the Corporation recorded a net gain of $2.3 million and $3.3 million, respectively (June 30, 2017—$6.1 million and $11.1 million, respectively) related to the residential mortgage loans securitized.

The following tables present the initial fair value of the assets obtained as proceeds from residential mortgage loans securitized during the quarters and six months ended June 30, 2018 and 2017:


	Proceeds Obtained During the Quarter Ended June 30, 2018
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Debt securities available-for-sale:
Mortgage-backed securities—FNMA	$	—	$	1,238	$	—	$	1,238

Total debt securities available-for-sale	$	—	$	1,238	$	—	$	1,238

Trading account debt securities:
Mortgage-backed securities—GNMA	$	—	$	97,363	$	—	$	97,363
Mortgage-backed securities—FNMA		—		19,203		—		19,203

Total trading account debt securities	$	—	$	116,566	$	—	$	116,566

Mortgage servicing rights	$	—	$	—	$	2,158	$	2,158

Total	$	—	$	117,804	$	2,158	$	119,962


	Proceeds Obtained During the Six Months Ended June 30, 2018
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Debt securities available-for-sale:
Mortgage-backed securities—FNMA	$	—	$	6,960	$	—	$	6,960

Total debt securities available-for-sale	$	—	$	6,960	$	—	$	6,960

Trading account debt securities:
Mortgage-backed securities—GNMA	$	—	$	209,858	$	—	$	209,858
Mortgage-backed securities—FNMA		—		39,228		—		39,228

Total trading account debt securities	$	—	$	249,086	$	—	$	249,086

Mortgage servicing rights	$	—	$	—	$	4,573	$	4,573

Total	$	—	$	256,046	$	4,573	$	260,619


	Proceeds Obtained During the Quarter Ended June 30, 2017
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Debt securities available-for-sale:
Mortgage-backed securities—FNMA	$	—	$	6,968	$	—	$	6,968

Total debt securities available-for-sale	$	—	$	6,968	$	—	$	6,968

Trading account debt securities:
Mortgage-backed securities—GNMA	$	—	$	135,961	$	—	$	135,961
Mortgage-backed securities—FNMA		—		30,455		—		30,455

Total trading account debt securities	$	—	$	166,416	$	—	$	166,416

Mortgage servicing rights	$	—	$	—	$	2,708	$	2,708

Total	$	—	$	173,384	$	2,708	$	176,092


	Proceeds Obtained During the Six Months Ended June 30, 2017
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Debt securities available-for-sale:
Mortgage-backed securities—FNMA	$	—	$	11,720	$	—	$	11,720

Total debt securities available-for-sale	$	—	$	11,720	$	—	$	11,720

Trading account debt securities:
Mortgage-backed securities—GNMA	$	—	$	282,938	$	—	$	282,938
Mortgage-backed securities—FNMA		—		53,346		—		53,346

Total trading account debt securities	$	—	$	336,284	$	—	$	336,284

Mortgage servicing rights	$	—	$	—	$	5,178	$	5,178

Total	$	—	$	348,004	$	5,178	$	353,182

During the six months ended June 30, 2018, the Corporation retained servicing rights on whole loan sales involving approximately $24 million in principal balance outstanding (June 30, 2017—$42 million), with realized gains of approximately $0.3 million (June 30, 2017—gains of $1.5 million). All loan sales performed during the six months ended June 30, 2018 and 2017 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 (“MSR”) are measured at fair value.

The Corporation uses a discounted cash flow model to estimate the fair value of MSRs. The discounted cash flow model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late fees, among other considerations. Prepayment speeds are adjusted for the Corporation’s loan characteristics and portfolio behavior.

The following table presents the changes in MSRs measured using the fair value method for the six months ended June 30, 2018 and 2017.


Residential MSRs
(In thousands)	June 30, 2018			June 30, 2017
Fair value at beginning of period	$	168,031		$	196,889
Additions		4,923			5,839
Changes due to payments on loans ^[1]		(6,852	)		(9,276	)
Reduction due to loan repurchases		(2,077	)		(1,102	)
Changes in fair value due to changes in valuation model inputs or assumptions		—			(3,622	)

Fair value at end of period	$	164,025		$	188,728

[1]	Represents changes due to collection / realization of expected cash flows over time.

Residential mortgage loans serviced for others were $16.1 billion at June 30, 2018 and December 31, 2017.

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 June 30, 2018 and 2017, those weighted average mortgage servicing fees were 0.30%. Under these servicing agreements, the banking subsidiaries do not generally earn significant prepayment penalty fees on the underlying loans serviced.

The section below includes information on assumptions used in the valuation model of the MSRs, originated and purchased.

Key economic assumptions used in measuring the servicing rights derived from loans securitized or sold by the Corporation during the quarters and six months ended June 30, 2018 and 2017 were as follows:


	Quarters ended						Six months ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Prepayment speed		4.4	%		4.4	%		4.4	%		4.0	%
Weighted average life (in years)		11.4			10.9			11.4			11.1
Discount rate (annual rate)		11.1	%		11.0	%		11.1	%		11.0	%

Key economic assumptions used to estimate the fair value of MSRs derived from sales and securitizations of mortgage loans performed by the banking subsidiaries and servicing rights purchased from other financial institutions, and the sensitivity to immediate changes in those assumptions, were as follows as of the end of the periods reported:


	Originated MSRs						Purchased MSRs
(In thousands)	June 30, 2018			December 31, 2017			June 30, 2018			December 31, 2017
Fair value of servicing rights	$	69,232		$	73,951		$	94,793		$	94,080
Weighted average life (in years)		7.6			7.3			6.9			6.5
Weighted average prepayment speed (annual rate)		4.4	%		5.1	%		4.9	%		5.7	%
Impact on fair value of 10% adverse change	$	(1,231	)	$	(1,503	)	$	(1,761	)	$	(2,070	)
Impact on fair value of 20% adverse change	$	(2,430	)	$	(2,976	)	$	(3,473	)	$	(3,999	)
Weighted average discount rate (annual rate)		11.5	%		11.5	%		11.0	%		11.0	%
Impact on fair value of 10% adverse change	$	(3,108	)	$	(3,091	)	$	(4,101	)	$	(3,785	)
Impact on fair value of 20% adverse change	$	(5,985	)	$	(5,971	)	$	(7,902	)	$	(7,235	)

The sensitivity analyses presented in the tables 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 June 30, 2018, the Corporation serviced $1.4 billion (December 31, 2017—$1.5 billion) in residential mortgage loans with credit recourse to the Corporation.

Under the GNMA securitizations, the Corporation, as servicer, has the right to repurchase (but not the obligation), at its option and without GNMA’s prior authorization, any loan that is collateral for a GNMA guaranteed mortgage-backed security when certain delinquency criteria are met. At the time that individual loans meet GNMA’s specified delinquency criteria and are eligible for repurchase, the Corporation is deemed to have regained effective control over these loans if the Corporation was the pool issuer. At June 30, 2018, the Corporation had recorded $298 million in mortgage loans on its Consolidated Statements of Financial Condition related to this buy-back option program (December 31, 2017—$840 million). As long as the Corporation continues to service the loans that continue to be collateral in a GNMA guaranteed mortgage-backed security, the MSR is recognized by the Corporation. During the six months ended June 30, 2018, the Corporation repurchased approximately $189 million (June 30, 2017—$77 million) of mortgage loans under the GNMA buy-back option program. 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. Furthermore, due to their guaranteed nature, the risk associated with the loans is minimal. The Corporation places these loans under its loss mitigation programs and once brought back to current status, these may be either retained in portfolio or re-sold in the secondary market.

Note 12—Other real estate owned

The following tables present the activity related to Other Real Estate Owned (“OREO”), for the quarters and six months ended June 30, 2018 and 2017.


	For the quarter ended June 30, 2018
	Non-covered			Non-covered			Covered
	OREO			OREO			OREO
(In thousands)	Commercial/Construction			Mortgage			Mortgage			Total
Balance at beginning of period	$	25,635		$	127,426		$	15,333		$	168,394
Write-downs in value		(748	)		(4,025	)		—			(4,773	)
Additions		2,638			2,546			—			5,184
Sales		(2,234	)		(24,450	)		—			(26,684	)
Other adjustments		(29	)		(29	)		—			(58	)
Transfer to non-covered status ^[1]		—			15,333			(15,333	)		—

Ending balance	$	25,262		$	116,801		$	—		$	142,063

[1]	Represents the reclassification of OREOs to the non-covered category, pursuant to the Termination Agreement of all shared-loss agreements with the Federal Deposit Insurance Corporation related to loans acquired from Westernbank, that was completed on May 22, 2018.


	For the six months ended June 30, 2018
	Non-covered			Non-covered			Covered
	OREO			OREO			OREO
(In thousands)	Commercial/Construction			Mortgage			Mortgage			Total
Balance at beginning of period	$	21,411		$	147,849		$	19,595		$	188,855
Write-downs in value		(1,402	)		(6,539	)		(287	)		(8,228	)
Additions		7,041			5,530			—			12,571
Sales		(2,623	)		(44,755	)		(3,282	)		(50,660	)
Other adjustments		835			(617	)		(693	)		(475	)
Transfer to non-covered status ^[1]		—			15,333			(15,333	)		—

Ending balance	$	25,262		$	116,801		$	—		$	142,063

[1]	Represents the reclassification of OREOs to the non-covered category, pursuant to the Termination Agreement of all shared-loss agreements with the Federal Deposit Insurance Corporation related to loans acquired from Westernbank, that was completed on May 22, 2018.


	For the quarter ended June 30, 2017
	Non-covered			Non-covered			Covered
	OREO			OREO			OREO
(In thousands)	Commercial/Construction			Mortgage			Mortgage			Total
Balance at beginning of period	$	22,554		$	163,282		$	29,926		$	215,762
Write-downs in value		(720	)		(9,104	)		(1,974	)		(11,798	)
Additions		3,084			24,662			4,106			31,852
Sales		(971	)		(22,474	)		(5,392	)		(28,837	)
Other adjustments		2			781			(1,316	)		(533	)

Ending balance	$	23,949		$	157,147		$	25,350		$	206,446


	For the six months ended June 30, 2017
	Non-covered			Non-covered			Covered
	OREO			OREO			OREO
(In thousands)	Commercial/Construction			Mortgage			Mortgage			Total
Balance at beginning of period	$	20,401		$	160,044		$	32,128		$	212,573
Write-downs in value		(1,979	)		(11,859	)		(2,746	)		(16,584	)
Additions		7,622			50,916			8,215			66,753
Sales		(1,964	)		(42,883	)		(10,789	)		(55,636	)
Other adjustments		(131	)		929			(1,458	)		(660	)

Ending balance	$	23,949		$	157,147		$	25,350		$	206,446

Note 13—Other assets

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


(In thousands)	June 30, 2018		December 31, 2017
Net deferred tax assets (net of valuation allowance)	$	1,185,302	$	1,035,110
Investments under the equity method		215,576		215,349
Prepaid taxes		42,038		168,852
Other prepaid expenses		89,462		84,771
Derivative assets		15,763		16,539
Trades receivable from brokers and counterparties		38,552		7,514
Receivables from investments maturities		50,000		70,000
Principal, interest and escrow servicing advances		87,577		107,299
Guaranteed mortgage loan claims receivable		104,712		163,819
Others		111,798		122,070

Total other assets	$	1,940,780	$	1,991,323

Note 14—Goodwill and other intangible assets

Goodwill

There were no changes in the carrying amount of goodwill for the quarters and six months ended June 30, 2018 and 2017.

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


June 30, 2018
	Balance at January 1, 2018		Accumulated impairment		Balance at January 1, 2018		Balance at June 30, 2018		Accumulated impairment		Balance at June 30, 2018
(In thousands)	(gross amounts)		losses		(net amounts)		(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	280,221	$	3,801	$	276,420	$	280,221	$	3,801	$	276,420
Popular U.S.		515,285		164,411		350,874		515,285		164,411		350,874

Total Popular, Inc.	$	795,506	$	168,212	$	627,294	$	795,506	$	168,212	$	627,294


December 31, 2017
	Balance at January 1, 2017		Accumulated impairment		Balance at January 1, 2017		Balance at December 31, 2017		Accumulated impairment		Balance at December 31, 2017
(In thousands)	(gross amounts)		losses		(net amounts)		(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	280,221	$	3,801	$	276,420	$	280,221	$	3,801	$	276,420
Popular U.S.		515,285		164,411		350,874		515,285		164,411		350,874

Total Popular, Inc.	$	795,506	$	168,212	$	627,294	$	795,506	$	168,212	$	627,294

Other Intangible Assets

At June 30, 2018 and December 31, 2017, the Corporation had $ 6.1 million of identifiable intangible assets with indefinite useful lives, mostly associated with the E-LOAN trademark.

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


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
June 30, 2018
Core deposits	$	37,224	$	24,208	$	13,016
Other customer relationships		35,632		23,789		11,843

Total other intangible assets	$	72,856	$	47,997	$	24,859

December 31, 2017
Core deposits	$	37,224	$	22,347	$	14,877
Other customer relationships		35,683		21,051		14,632

Total other intangible assets	$	72,907	$	43,398	$	29,509

During the quarter ended June 30, 2018, the Corporation recognized $ 2.3 million in amortization expense related to other intangible assets with definite useful lives (June 30, 2017 - $ 2.3 million). During the six months ended June 30, 2018, the Corporation recognized $ 4.6 million in amortization related to other intangible assets with definite useful lives (June 30, 2017 - $ 4.7 million).

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


(In thousands)
Remaining 2018	$	4,636
Year 2019		9,042
Year 2020		4,967
Year 2021		2,157
Year 2022		1,281
Year 2023		1,281
Later years		1,495

Note 15—Deposits

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


(In thousands)	June 30, 2018		December 31, 2017
Savings accounts	$	9,922,817	$	8,561,718
NOW, money market and other interest bearing demand deposits		12,639,394		10,885,967

Total savings, NOW, money market and other interest bearing demand deposits		22,562,211		19,447,685

Certificates of deposit:
Under $100,000		3,400,596		3,446,575
$100,000 and over		4,022,491		4,068,303

Total certificates of deposit		7,423,087		7,514,878

Total interest bearing deposits	$	29,985,298	$	26,962,563

A summary of certificates of deposit by maturity at June 30, 2018 follows:


(In thousands)
2018	$	2,762,840
2019		1,676,796
2020		1,254,178
2021		824,573
2022		528,468
2023 and thereafter		376,232

Total certificates of deposit	$	7,423,087

At June 30, 2018, the Corporation had brokered deposits amounting to $ 0.5 billion (December 31, 2017 - $ 0.5 billion).

The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans was $5 million at June 30, 2018 (December 31, 2017 - $4 million).

Note 16—Borrowings

The following table presents the balances of assets sold under agreements to repurchase at June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018		December 31, 2017
Assets sold under agreements to repurchase	$	306,911	$	390,921

Total assets sold under agreements to repurchase	$	306,911	$	390,921

The following table presents information related to the Corporation’s repurchase transactions accounted for as secured borrowings that are collateralized with debt securities available-for-sale, other assets held-for-trading purposes or which have been obtained under agreements to resell. It is the Corporation’s policy to maintain effective control over assets sold under agreements to repurchase; accordingly, such securities continue to be carried on the Consolidated Statements of Financial Condition.

Repurchase agreements accounted for as secured borrowings


	June 30, 2018		December 31, 2017
(In thousands)	Repurchase liability		Repurchase liability
U.S. Treasury securities
Within 30 days	$	147,318	$	148,516
After 30 to 90 days		64,413		87,357
After 90 days		46,703		43,500

Total U.S. Treasury securities		258,434		279,373

Obligations of U.S. government sponsored entities
Within 30 days		5,152		30,656
After 30 to 90 days		5,000		19,463
After 90 days		6,000		15,937

Total obligations of U.S. government sponsored entities		16,152		66,056

Mortgage-backed securities
Within 30 days		22,642		31,383

Total mortgage-backed securities		22,642		31,383

Collateralized mortgage obligations
Within 30 days		9,683		14,109

Total collateralized mortgage obligations		9,683		14,109

Total	$	306,911	$	390,921

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.

The following table presents information related to the Corporation’s other short-term borrowings for the periods ended June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018		December 31, 2017
Advances with the FHLB	$	—	$	95,000
Others		1,200		1,208

Total other short-term borrowings	$	1,200	$	96,208

Note: Refer to the Corporation’s 2017 Form 10-K for rates information at December 31, 2017.

The following table presents the composition of notes payable at June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018		December 31, 2017
Advances with the FHLB with maturities ranging from 2018 through 2029 paying interest at monthly fixed rates ranging from 0.89% to 4.19 %	$	602,262	$	572,307
Advances with the FHLB with maturities ranging from 2018 through 2019 paying interest monthly at a floating rate ranging from 0.22% to 0.34% over the 1 month LIBOR		34,164		34,164
Advances with the FHLB with maturities ranging from 2018 through 2019 paying interest quarterly at a floating rate from 0.12% to 0.24% over the 3 month LIBOR		19,724		25,019
Unsecured senior debt securities maturing on 2019 paying interest semiannually at a fixed rate of 7.00%, net of debt issuance costs of $2,085		447,915		446,873
Junior subordinated deferrable interest debentures (related to trust preferred securities) with maturities ranging from 2027 to 2034 with fixed interest rates ranging from 6.125% to 8.327%, net of debt issuance costs of $436		439,364		439,351
Others		18,234		18,642

Total notes payable	$	1,561,663	$	1,536,356

Note: Refer to the Corporation’s 2017 Form 10-K for rates information at December 31, 2017.

A breakdown of borrowings by contractual maturities at June 30, 2018 is included in the table below.


(In thousands)	Assets sold under agreements to repurchase		Short-term borrowings		Notes payable		Total
2018	$	300,911	$	1,200	$	139,597	$	441,708
2019		6,000		—		649,793		655,793
2020		—		—		112,035		112,035
2021		—		—		21,877		21,877
2022		—		—		105,175		105,175
Later years		—		—		533,186		533,186

Total borrowings	$	306,911	$	1,200	$	1,561,663	$	1,869,774

At June 30, 2018 and December 31, 2017, the Corporation had FHLB borrowing facilities whereby the Corporation could borrow up to $3.5 billion and $3.9 billion, respectively, of which $656 million and $726 million, respectively, were used. In addition, at June 30, 2018 and December 31, 2017, the Corporation had placed $335 million and $260 million, respectively, of the available FHLB credit facility as collateral for a municipal letter of credit to secure deposits. The FHLB borrowing facilities are collateralized with loans held-in-portfolio, and do not have restrictive covenants or callable features.

Also, at June 30, 2018, the Corporation has a borrowing facility at the discount window of the Federal Reserve Bank of New York amounting to $1.2 billion (2017 - $1.1 billion), which remained unused at June 30, 2018 and December 31, 2017. The facility is a collateralized source of credit that is highly reliable even under difficult market conditions.

Note 17—Offsetting of financial assets and liabilities

The following tables present the potential effect of rights of setoff associated with the Corporation’s recognized financial assets and liabilities at June 30, 2018 and December 31, 2017.


As of June 30, 2018
							Gross Amounts Not Offset in the Statement of Financial Position
(In thousands)	Gross Amount of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Financial Instruments		Securities Collateral Received		Cash Collateral Received		Net Amount
Derivatives	$	15,763	$	—	$	15,763	$	41	$	—	$	—	$	15,722

Total	$	15,763	$	—	$	15,763	$	41	$	—	$	—	$	15,722


As of June 30, 2018
							Gross Amounts Not Offset in the Statement of Financial Position
(In thousands)	Gross Amount of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Financial Instruments		Securities Collateral Pledged		Cash Collateral Pledged		Net Amount
Derivatives	$	14,223	$	—	$	14,223	$	41	$	—	$	—	$	14,182
Repurchase agreements		306,911		—		306,911		—		306,911		—		—

Total	$	321,134	$	—	$	321,134	$	41	$	306,911	$	—	$	14,182


As of December 31, 2017
							Gross Amounts Not Offset in the Statement of Financial Position
(In thousands)	Gross Amount of Recognized Assets		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets Presented in the Statement of Financial Position		Financial Instruments		Securities Collateral Received		Cash Collateral Received		Net Amount
Derivatives	$	16,719	$	—	$	16,719	$	121	$	—	$	—	$	16,598

Total	$	16,719	$	—	$	16,719	$	121	$	—	$	—	$	16,598


As of December 31, 2017
							Gross Amounts Not Offset in the Statement of Financial Position
(In thousands)	Gross Amount of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Financial Instruments		Securities Collateral Pledged		Cash Collateral Pledged		Net Amount
Derivatives	$	14,431	$	—	$	14,431	$	121	$	8	$	—	$	14,302
Repurchase agreements		390,921		—		390,921		—		390,921		—		—

Total	$	405,352	$	—	$	405,352	$	121	$	390,929	$	—	$	14,302

The Corporation’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. In addition, the Corporation’s Repurchase Agreements and Reverse Repurchase Agreements have a right of set-off with the respective counterparty under the supplemental terms of the Master Repurchase Agreements. In an event of default each party has a right of set-off against the other party for amounts owed in the related agreement and any other amount or obligation owed in respect of any other agreement or transaction between them.

Note 18—Stockholders’ equity

As of June 30, 2018, stockholder’s equity totaled $5.3 billion. During the six months ended June 30, 2018, the Corporation declared dividends on its common stock of $ 51.1 million. The quarterly dividend declared to shareholders of record as of the close of business on May 9, 2018, which amounted to $25.6 million, was paid on July 2, 2018.

On July 23, 2018, the Corporation announced that the Corporation’s Board of Directors had authorized a common stock repurchase of up to $125 million. Common stock repurchases may be executed in the open market or in privately negotiated transactions. The timing and exact amount of the share repurchase will be subject to various factors, including the Corporation’s capital position, financial performance and market conditions.

Note 19—Other comprehensive loss

The following table presents changes in accumulated other comprehensive loss by component for the quarters and six months ended June 30, 2018 and 2017.


	Changes in Accumulated Other Comprehensive Loss by Component [1]
		Quarters ended June 30,						Six months ended June 30,
(In thousands)		2018			2017			2018			2017
Foreign currency translation	Beginning Balance	$	(42,941	)	$	(39,817	)	$	(43,034	)	$	(39,956	)

	Other comprehensive loss		(3,456	)		(1,588	)		(3,363	)		(1,449	)

	Net change		(3,456	)		(1,588	)		(3,363	)		(1,449	)

	Ending balance	$	(46,397	)	$	(41,405	)	$	(46,397	)	$	(41,405	)

Adjustment of pension and postretirement benefit plans	Beginning Balance	$	(202,652	)	$	(208,769	)	$	(205,408	)	$	(211,610	)

	Amounts reclassified from accumulated other comprehensive loss for amortization of net losses		3,286			3,421			6,571			6,842
	Amounts reclassified from accumulated other comprehensive loss for amortization of prior service credit		(529	)		(580	)		(1,058	)		(1,160	)

	Net change		2,757			2,841			5,513			5,682

	Ending balance	$	(199,895	)	$	(205,928	)	$	(199,895	)	$	(205,928	)

Unrealized net holding losses on debt securities	Beginning Balance	$	(217,179	)	$	(71,707	)	$	(102,775	)	$	(69,003	)

	Other comprehensive (loss) income before reclassifications		(33,243	)		8,553			(147,647	)		5,849
	Other-than-temporary impairment amount reclassified from accumulated other comprehensive loss		—			6,740			—			6,740

	Net change		(33,243	)		15,293			(147,647	)		12,589

	Ending balance	$	(250,422	)	$	(56,414	)	$	(250,422	)	$	(56,414	)

Unrealized holding gains on equity securities	Beginning Balance	$	—		$	650		$	605		$	685

	Reclassification to retained earnings due to cumulative effect adjustment of accounting change		—			—			(605	)		—
	Other comprehensive income before reclassifications		—			37			—			132
	Amounts reclassified from accumulated other comprehensive income for gains on securities		—			(15	)		—			(145	)

	Net change		—			22			(605	)		(13	)

	Ending balance	$	—		$	672		$	—		$	672

Unrealized net (losses) gains on cash flow hedges	Beginning Balance	$	(66	)	$	(269	)	$	(40	)	$	(402	)


Other comprehensive (loss) income before reclassifications		(165	)		(230	)		582			(619	)
Amounts reclassified from accumulated other comprehensive (loss) income		153			631			(620	)		1,153

Net change		(12	)		401			(38	)		534

Ending balance	$	(78	)	$	132		$	(78	)	$	132

Total	$	(496,792	)	$	(302,943	)	$	(496,792	)	$	(302,943	)

[1]	All amounts presented are net of tax.

The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss during the quarters and six months ended June 30, 2018 and 2017.


	Reclassifications Out of Accumulated Other Comprehensive Loss
	Affected Line Item in the	Quarters ended June 30,						Six months ended June 30,
(In thousands)	Consolidated Statements of Operations	2018			2017			2018			2017
Adjustment of pension and postretirement benefit plans
Amortization of net losses	Personnel costs	$	(5,385	)	$	(5,606	)	$	(10,771	)	$	(11,213	)
Amortization of prior service credit	Personnel costs		868			950			1,735			1,900

	Total before tax		(4,517	)		(4,656	)		(9,036	)		(9,313	)

	Income tax benefit		1,760			1,815			3,523			3,631

	Total net of tax	$	(2,757	)	$	(2,841	)	$	(5,513	)	$	(5,682	)

Unrealized holding losses on debt securities
Other-than-temporary impairment	Other-than-temporary impairment losses on available-for-sale debt securities	$	—		$	(8,299	)	$	—		$	(8,299	)

	Total before tax		—			(8,299	)		—			(8,299	)

	Income tax benefit		—			1,559			—			1,559

	Total net of tax	$	—		$	(6,740	)	$	—		$	(6,740	)

Unrealized holding gains on equity securities
Realized gain on sale of equity securities	Net gain on equity securities	$	—		$	19		$	—		$	181

	Total before tax		—			19			—			181

	Income tax expense		—			(4	)		—			(36	)

	Total net of tax	$	—		$	15		$	—		$	145

Unrealized net (losses) gains on cash flow hedges
Forward contracts	Mortgage banking activities	$	(250	)	$	(1,035	)	$	1,017		$	(1,890	)

	Total before tax		(250	)		(1,035	)		1,017			(1,890	)

	Income tax benefit (expense)		97			404			(397	)		737

	Total net of tax	$	(153	)	$	(631	)	$	620		$	(1,153	)

	Total reclassification adjustments, net of tax	$	(2,910	)	$	(10,197	)	$	(4,893	)	$	(13,430	)

Note 20—Guarantees

At June 30, 2018, the Corporation recorded a liability of $0.4 million (December 31, 2017 - $0.3 million), which represents the unamortized balance of the obligations undertaken in issuing the guarantees under the standby letters of credit. Management does not anticipate any material losses related to these instruments.

From time to time, the Corporation securitized mortgage loans into guaranteed mortgage-backed securities subject to limited, and in certain instances, lifetime credit recourse on the loans that serve as collateral for the mortgage-backed securities. The Corporation has not sold any mortgage loans subject to credit recourse since 2009. At June 30, 2018, the Corporation serviced $1.4 billion (December 31, 2017 - $1.5 billion) in residential mortgage loans subject to credit recourse provisions, principally loans associated with FNMA and FHLMC residential mortgage loan securitization programs. In the event of any customer default, pursuant to the credit recourse provided, the Corporation is required to repurchase the loan or reimburse the third party investor for the incurred loss. The maximum potential amount of future payments that the Corporation would be required to make under the recourse arrangements in the event of nonperformance by the borrowers is equivalent to the total outstanding balance of the residential mortgage loans serviced with recourse and interest, if applicable. During the quarter and six months ended June 30, 2018, the Corporation repurchased approximately $1 million and $9 million, respectively, of unpaid principal balance in mortgage loans subject to the credit recourse provisions (June 30, 2017 - $6 million and $15 million, respectively). In the event of nonperformance by the borrower, the Corporation has rights to the underlying collateral securing the mortgage loan. The Corporation suffers ultimate losses on these loans when the proceeds from a foreclosure sale of the property underlying a defaulted mortgage loan are less than the outstanding principal balance of the loan plus any uncollected interest advanced and the costs of holding and disposing the related property. At June 30, 2018, the Corporation’s liability established to cover the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $57 million (December 31, 2017 - $59 million).

The following table shows the changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse provisions during the quarters and six months ended June 30, 2018 and 2017.


	Quarters ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Balance as of beginning of period	$	57,425		$	51,540		$	58,820		$	54,489
Provision (reversal) for recourse liability		(9	)		2,595			2,991			4,729
Net recoveries (charge-offs)		9			(4,740	)		(4,386	)		(9,823	)

Balance as of end of period	$	57,425		$	49,395		$	57,425		$	49,395

When the Corporation sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the characteristics of the loans sold. To the extent the loans do not meet specified characteristics, the Corporation may be required to repurchase such loans or indemnify for losses and bear any subsequent loss related to the loans. During the quarter and six months ended June 30, 2018, BPPR repurchased $1 million and $10 million, respectively, in loans under representation and warranty arrangements (there were no loan repurchases during the same period of the prior year). A substantial amount of these loans reinstate to performing status or have mortgage insurance, and thus the ultimate losses on the loans are not deemed significant.

From time to time, the Corporation sells loans and agrees to indemnify the purchaser for credit losses or any breach of certain representations and warranties made in connection with the sale. The following table presents the changes in the Corporation’s liability for estimated losses associated with indemnifications and representations and warranties related to loans sold by BPPR for the quarters and six months ended June 30, 2018 and 2017.


	Quarters ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Balance as of beginning of period	$	11,418		$	10,537		$	11,742		$	10,936
Provision (reversal) for representation and warranties		450			18			298			(381	)
Net charge-offs		(715	)		(10	)		(887	)		(10	)

Balance as of end of period	$	11,153		$	10,545		$	11,153		$	10,545

Servicing agreements relating to the mortgage-backed securities programs of FNMA and GNMA, and to mortgage loans sold or serviced to certain other investors, including FHLMC, require the Corporation to advance funds to make scheduled payments of principal, interest, taxes and insurance, if such payments have not been received from the borrowers. At June 30, 2018, the Corporation serviced $16.1 billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31, 2017 - $16.1 billion). The Corporation generally recovers funds advanced pursuant to these arrangements from the mortgage owner, from liquidation proceeds when the mortgage loan is foreclosed or, in the case of FHA/VA loans, under the applicable FHA and VA insurance and guarantees programs. However, in the meantime, the Corporation must absorb the cost of the funds it advances during the time the advance is outstanding. The Corporation must also bear the costs of attempting to collect on delinquent and defaulted mortgage loans. In addition, if a defaulted loan is not cured, the mortgage loan would be canceled as part of the foreclosure proceedings and the Corporation would not receive any future servicing income with respect to that loan. At June 30, 2018, the outstanding balance of funds advanced by the Corporation under such mortgage loan servicing agreements was approximately $88 million (December 31, 2017 - $107 million). To the extent the mortgage loans underlying the Corporation’s servicing portfolio experience increased delinquencies, the Corporation would be required to dedicate additional cash resources to comply with its obligation to advance funds as well as incur additional administrative costs related to increases in collection efforts.

Popular, Inc. Holding Company (“PIHC”) fully and unconditionally guarantees certain borrowing obligations issued by certain of its wholly-owned consolidated subsidiaries amounting to $149 million at June 30, 2018 and December 31, 2017. In addition, at June 30, 2018 and December 31, 2017, PIHC fully and unconditionally guaranteed on a subordinated basis $427 million of capital securities (trust preferred securities) issued by wholly-owned issuing trust entities to the extent set forth in the applicable guarantee agreement. Refer to Note 22 to the Consolidated Financial Statements in the 2017 Form 10-K for further information on the trust preferred securities.

Note 21—Commitments and contingencies

Off-balance sheet risk

The Corporation is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financial needs of its customers. These financial instruments include loan commitments, letters of credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.

The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit and financial guarantees is represented by the contractual notional amounts of those instruments. The Corporation uses the same credit policies in making these commitments and conditional obligations as it does for those reflected on the consolidated statements of financial condition.

Financial instruments with off-balance sheet credit risk, whose contract amounts represent potential credit risk as of the end of the periods presented were as follows:


(In thousands)	June 30, 2018		December 31, 2017
Commitments to extend credit:
Credit card lines	$	4,420,602	$	4,303,256
Commercial and construction lines of credit		2,500,468		3,011,673
Other consumer unused credit commitments		252,075		250,029
Commercial letters of credit		3,835		2,116
Standby letters of credit		28,107		33,633
Commitments to originate or fund mortgage loans		31,690		15,297

At June 30, 2018 and December 31, 2017, the Corporation maintained a reserve of approximately $9 million and $10 million, respectively, for potential losses associated with unfunded loan commitments related to commercial and consumer lines of credit.

Business concentration

Since the Corporation’s business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition are dependent upon the general trends of the Puerto Rico economy and, in particular, the residential and commercial real estate markets. The concentration of the Corporation’s operations in Puerto Rico exposes it to greater risk than other banking companies with a wider geographic base. Its asset and revenue composition by geographical area is presented in Note 33 to the Consolidated Financial Statements.

Puerto Rico is in the midst of a profound fiscal and economic crisis. In response to such crisis, the U.S. Congress enacted the Puerto Rico Oversight Management and Economic Stability Act (“PROMESA”) on June 30, 2016. PROMESA, among other things, (i) established a seven-member federally-appointed oversight board (the “Oversight Board”) with broad powers over the finances of the Commonwealth, its instrumentalities and municipalities, (ii) requires the Commonwealth (and any instrumentality thereof designated by the Oversight Board as a “covered entity” under PROMESA) to submit its budgets, and if the Oversight Board so requests, a fiscal plan for certification by the Oversight Board, and (iii) established two separate processes for the restructuring of the outstanding obligations of the Commonwealth, its instrumentalities and municipalities: (a) Title VI, a largely out-of-court process through which a government entity and its financial creditors can agree on terms to restructure such entity’s debts, and (b) Title III, a court-supervised process for a comprehensive restructuring similar to Chapter 9 of the U.S. Bankruptcy Code.

The Oversight Board has designated a number of entities as “covered entities” under PROMESA, including the Commonwealth and all of its instrumentalities. While the Oversight Board has the power to designate any of the Commonwealth’s municipalities as covered entities under PROMESA, it has not done so as of the date hereof. Pursuant to PROMESA, the Oversight Board certified fiscal plans for certain of these “covered entities,” including the Commonwealth, Government Development Bank for Puerto Rico (“GDB”) and several other public corporations in 2017. However, following the passage of Hurricanes Irma and Maria, the Oversight Board requested the submission of new fiscal plans for such entities. The Oversight Board certified revised fiscal plans for the Commonwealth, GDB, the Puerto Rico Highways and Transportation Authority (“HTA”), the Puerto Rico Electric Power Authority (“PREPA”), the Puerto Rico Aqueduct and Sewer Authority and the University of Puerto Rico in 2018. Both last year’s fiscal plans and the new certified fiscal plans indicate that the applicable government entities are unable to pay their outstanding obligations as currently scheduled, thus recognizing a need for a significant debt restructuring and/or write downs.

On May 3, 2017, the Oversight Board, on behalf of the Commonwealth, filed a petition in the U.S. District Court for the District of Puerto Rico to restructure the Commonwealth’s obligations under Title III of PROMESA. The Oversight Board has subsequently filed analogous petitions with respect to the Puerto Rico Sales Tax Financing Corporation, the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, HTA and PREPA. The Oversight Board has also authorized GDB to pursue a restructuring of its financial indebtedness under Title VI of PROMESA. As of the date hereof, these entities are the only entities for which the Oversight Board has sought to use the restructuring authority provided by PROMESA. However, the Oversight Board may use the restructuring authority of Title III or Title VI of PROMESA for other Commonwealth government entities, including its municipalities, in the future.

At June 30, 2018, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities amounted to $481 million, which was fully outstanding at quarter-end (compared to a direct exposure of approximately $484 million, which was fully outstanding at December 31, 2017). Of this amount, $434 million consists of loans and $47 million are securities ($435 million and $49 million at December 31, 2017). The entire amount outstanding at June 30, 2018 was obligations from various Puerto Rico municipalities. In most cases, these are “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 June 30, 2018, 74% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. On July 2, 2018 the Corporation received principal payments amounting to $23 million from various obligations from Puerto Rico municipalities.

The following table details the loans and investments representing the Corporation’s direct exposure to the Puerto Rico government according to their maturities:


(In thousands)	Investment Portfolio		Loans		Total Outstanding		Total Exposure
Central Government
After 1 to 5 years	$	4	$	—	$	4	$	4
After 5 to 10 years		9		—		9		9
After 10 years		47		—		47		47

Total Central Government		60		—		60		60

Government Development Bank (GDB)
Within 1 year		3		—		3		3

Total Government Development Bank (GDB)		3		—		3		3

Puerto Rico Highways and Transportation Authority
After 5 to 10 years		4		—		4		4

Total Puerto Rico Highways and Transportation Authority		4		—		4		4

Municipalities
Within 1 year		3,445		9,454		12,899		12,899
After 1 to 5 years		16,195		196,369		212,564		212,564
After 5 to 10 years		26,140		106,573		132,713		132,713
After 10 years		1,025		122,038		123,063		123,063

Total Municipalities		46,805		434,434		481,239		481,239

Total Direct Government Exposure	$	46,872	$	434,434	$	481,306	$	481,306

In addition, at June 30, 2018, the Corporation had $378 million in loans or securities issued or guaranteed by Puerto Rico governmental entities whose principal source of repayment is non-governmental. In such obligations, the Puerto Rico government entity guarantees any shortfall in collateral in the event of borrower default ($386 million at December 31, 2017). These included $303 million in residential mortgage loans guaranteed by the Puerto Rico Housing Finance Authority (“HFA”), an entity that has been designated as a covered entity under PROMESA (December 31, 2017 - $310 million). These mortgage loans are secured

by the underlying properties and the HFA guarantee serve to cover shortfalls in collateral in the event of a borrower default. Although the Governor is currently authorized by local legislation to impose a temporary moratorium on the financial obligations of the HFA, he has not exercised this power as of the date hereof. Also, at June 30, 2018 and December 31, 2017, the Corporation had $44 million in Puerto Rico housing bonds issued by HFA, which are secured by second mortgage loans on Puerto Rico residential properties, and for which HFA also provides a guarantee to cover shortfalls, $7 million in pass-through securities issued by HFA that have been economically defeased and refunded and for which collateral including U.S. agencies and Treasury obligations has been escrowed, and $24 million of commercial real estate notes issued by government entities, but payable from rent paid by third parties at June 30, 2018 (December 31, 2017—$25 million).

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

The Corporation has operations in the United States Virgin Islands (the “USVI”) and has approximately $79 million in direct exposure to USVI government entities. 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.

Legal Proceedings

The nature of Popular’s business ordinarily results in a certain number of claims, litigation, investigations, and legal and administrative cases and proceedings (“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 both the Corporation and its shareholders to do so.

On at least a quarterly basis, Popular assesses its liabilities and contingencies relating to outstanding Legal Proceedings utilizing the latest 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 as appropriate to reflect any relevant developments. For matters where a material loss is not probable, or the amount of the loss cannot be reasonably estimated, no accrual is established.

In certain cases, exposure to loss exists in excess of the accrual to the extent such loss is reasonably possible, but not probable. Management believes and estimates that the aggregate 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 ranges from $0 to approximately $26.4 million as of June 30, 2018. For certain other 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 Corporation’s 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, if unfavorable, may be material to the Corporation’s consolidated financial position in a particular period.

Set forth below is a description of the Corporation’s significant legal proceedings.

BANCO POPULAR DE PUERTO RICO

Hazard Insurance Commission-Related Litigation

Popular, Inc., BPPR and Popular Insurance, LLC (the “Popular Defendants”) have been named defendants in a putative class action complaint captioned Perez Dĺaz v. Popular, Inc., et al, filed before the Court of First Instance, Arecibo Part. The complaint seeks damages and preliminary and permanent injunctive relief on behalf of the purported class against the Popular Defendants, as well as Antilles Insurance Company and MAPFRE-PRAICO Insurance Company (the “Defendant Insurance Companies”). Plaintiffs allege that the Popular Defendants have been unjustly enriched by failing to reimburse them for commissions paid by the Defendant Insurance Companies to the insurance agent and/or mortgagee for policy years when no claims were filed against their hazard insurance policies. They demand the reimbursement to the purported “class” of an estimated $400 million plus legal interest, for the “good experience” commissions allegedly paid by the Defendant Insurance Companies during the relevant time period, as well as injunctive relief seeking to enjoin the Defendant Insurance Companies from paying commissions to the insurance agent/mortgagee and ordering them to pay those fees directly to the insured. A hearing on the request for preliminary injunction and other matters was held on February 15, 2017, as a result of which plaintiffs withdrew their request for preliminary injunctive relief. A motion for dismissal on the merits, which the Defendant Insurance Companies filed shortly before hearing, was denied with a right to replead following limited targeted discovery. On March 24, 2017, the Popular Defendants filed a certiorari petition with the Puerto Rico Court of Appeals seeking a review of the lower court’s denial of the motion to dismiss. The Court of Appeals denied the Popular Defendant’s request, and the Popular Defendants appealed this determination to the Puerto Rico Supreme Court, which declined review. Separately, a class certification hearing was held in June and the Court requested post-hearing briefs on this issue. On October 26, 2017, the Court entered an order whereby it broadly certified the class. At a hearing held on November 2, 2017, the Court encouraged the parties to reach agreement on discovery and class notification procedures. The Court further allowed defendants until January 4, 2018 to answer the complaint. On December 21, 2017, the Popular Defendants filed a certiorari petition before the Puerto Rico Court of Appeals in relation to the class certification, which plaintiffs opposed on January 9, 2018. On March 4, 2018, the Court of Appeals declined to entertain the certiorari petition. Plaintiffs sought to amend the complaint and defendants filed an answer thereto. A follow-up hearing was held on March 6, 2018 where discovery procedures were discussed; another hearing is set for August 2018. The case is now in its discovery stage.

BPPR has separately been named a defendant in a putative class action complaint captioned Ramirez Torres, et al. v. Banco Popular de Puerto Rico, et al, filed before the Puerto Rico Court of First Instance, San Juan Part. The complaint seeks damages and preliminary and permanent injunctive relief on behalf of the purported class against the same Popular Defendants, as well as other financial institutions with insurance brokerage subsidiaries in Puerto Rico. Plaintiffs essentially contend that in November 2015, Antilles Insurance Company obtained approval from the Puerto Rico Insurance Commissioner to market an endorsement that allowed its customers to obtain reimbursement on their insurance deductible for good experience, but that defendants failed to offer this product or disclose its existence to their customers, favoring other products instead, in violation of their duties as insurance brokers. Plaintiffs seek a determination that defendants unlawfully failed to comply with their duty to disclose the existence of this new insurance product, as well as double or treble damages (the latter subject to a determination that defendants engaged in anti-monopolistic practices in failing to offer this product). Between late March and early April, co-defendants filed motions to dismiss the complaint and opposed the request for preliminary injunctive relief. A co-defendant filed a third-party Complaint against Antilles Insurance Company. A preliminary injunction and class certification hearing originally scheduled for April 6th was subsequently postponed, pending resolution of the motions to dismiss. On July 31, 2017, the Court dismissed the complaint with prejudice. In August 2017, plaintiffs appealed this judgment and, on March 21, 2018, the Court of Appeals reversed the Court of First Instance’s dismissal. On May 18, 2018, defendants each filed Petitions of Certiorari to the Puerto Rico Supreme Court. The Petitions of Certiorari were all denied on June 26, 2018 and all parties but BPPR filed a timely Motion for Reconsideration of such denial. Those Motions for Reconsideration are still pending.

Mortgage-Related Litigation and Claims

BPPR has been named a defendant in a putative class action captioned Lilliam González Camacho, et al. v. Banco Popular de Puerto Rico, et al., filed before the United States District Court for the District of Puerto Rico on behalf of mortgage-holders who have allegedly been subjected to illegal foreclosures and/or loan modifications through their mortgage servicers. Plaintiffs maintain that when they sought to reduce their loan payments, defendants failed to provide them with such reduced loan payments, instead subjecting them to lengthy loss mitigation processes while filing foreclosure claims against them in parallel. Plaintiffs assert that such actions violate the Home Affordable Modification Program (“HAMP”), the Home Affordable Refinance Program (“HARP”) and other federally sponsored loan modification programs, as well as the Puerto Rico Mortgage Debtor Assistance Act and the Truth in Lending Act (“TILA”). For the alleged violations stated above, Plaintiffs request that all Defendants (over 20, including all local banks), be held jointly and severally liable in an amount no less than $400 million. BPPR waived service of process in June and filed a motion to dismiss in August 2017, as did most co-defendants. On March 28, 2018, the Court dismissed the complaint in its entirety. On April 9, 2018, plaintiffs filed a motion for reconsideration of such dismissal, which is still pending before the Court.

BPPR has also been named a defendant in two separate putative class actions captioned Costa Dorada Apartment Corp., et al. v. Banco Popular de Puerto Rico, et al., and Yiries Josef Saad Maura v. Banco Popular, et al., filed by the same counsel who filed the González Camacho action referenced above, on behalf of commercial and residential customers of the defendant banks who have allegedly been subject to illegal foreclosures and/or loan modifications through their mortgage servicers. As in González Camacho, plaintiffs contend that when they sought to reduce their loan payments, defendants failed to provide them with such reduced loan payments, instead subjecting them to lengthy loss mitigation processes while filing foreclosure claims against them in parallel (dual tracking), all in violation of TILA, the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act (“ECOA”), the Fair Credit Reporting Act (“FCRA”), the Fair Debt Collection Practices Act (“FDCPA”) and other consumer-protection laws and regulations. They demand approximately $1 billion (in Costa Dorada) and unspecified damages (in Saad Maura). Banco Popular was never served with summons in relation to the Costa Dorada Matter and Plaintiffs filed a notice of voluntary dismissal on March 12, 2018. On January 3, 2018, plaintiffs in the Saad Maura case requested that Banco Popular waive service of process, which it agreed to do on February 1, 2018. BPPR subsequently filed a motion to dismiss the complaint on the same grounds as those asserted in the Gonzalez Camacho action (as did most co-defendants, separately). BPPR further filed a motion to oppose class certification. These motions are still pending.

BPPR has been named a defendant in a complaint for damages and breach of contract captioned Héctor Robles Rodriguez et al. v. Municipio de Ceiba, et al. Plaintiffs are residents of a development called Hacienda Las Lomas. Through the Doral Bank-FDIC assisted transaction, BPPR acquired a significant number of mortgage loans within this development and is currently the primary creditor in the project. Plaintiffs claim damages against the developer, contractor, the relevant insurance companies, and most recently, their mortgage lenders, because of a landslide that occurred in October 2015, affecting various streets and houses within the development. Plaintiffs specifically allege that the mortgage lenders, including BPPR, should be deemed liable for their alleged failure to properly inspect the subject properties. Plaintiffs demand in excess of $30 million in damages and the annulment of their mortgage deeds. BPPR extended plaintiffs three consecutive six-month payment forbearances, the last of which is still in effect, and has recently engaged in preliminary settlement discussions with plaintiffs. In November 2017, the FDIC notified BPPR that it had agreed to indemnify the Bank in connection with its Doral-related exposure, pursuant to the terms of the relevant Purchase and Assumption Agreement. The FDIC filed a Notice of Removal to the United States District Court (“USDC”) on March 27, 2018, and, on April 11th, the state court stayed these proceedings in response thereto. On April 13, 2018, the FDIC requested the USDC to stay the proceedings until Plaintiffs have exhausted administrative remedies. This motion is still pending, along with several motions for remand to state court filed by plaintiffs.

Mortgage-Related Investigations

The Corporation and its subsidiaries from time to time receive requests for information from departments of the U.S. government that investigate mortgage-related conduct. In particular, BPPR has received subpoenas and other requests for information from the Federal Housing Finance Agency’s Office of the Inspector General, the Civil Division of the Department of Justice, the Special Inspector General for the Troubled Asset Relief Program and the Federal Department of Housing and Urban Development’s Office of the Inspector General mainly concerning real estate appraisals and residential and construction loans in Puerto Rico. The Corporation is cooperating with these requests and is in discussions with the relevant U.S. government departments regarding the resolution of such matters. There can be no assurances as to the outcome of those discussions.

Separately, in July 2017, management learned that certain letters generated by the Corporation to comply with Consumer Financial Protection Bureau (“CFPB”) rules requiring written notification to borrowers who have submitted a loss mitigation application were not mailed to borrowers over a period of up to approximately three-years due to a systems interface error. Loss mitigation is a process whereby creditors work with mortgage loan borrowers who are having difficulties making their loan payments on their debt. The loss mitigation process applies both to mortgage loans held by the Corporation and to mortgage loans serviced by the Corporation for third parties. The Corporation has corrected the systems interface error that caused the letters not to be sent.

The Corporation notified applicable regulators and conducted a review of its mortgage files to assess the scope of potential customer impact. The review has been completed. The review found that while the mailing error extended to approximately 23,000 residential mortgage loans (approximately 50% of which are serviced by the Corporation for third parties), the number of borrowers actually harmed by the mailing error was substantially lower. This was due to, among other things, the fact that the Corporation regularly uses means other than the mail to communicate with borrowers, including email and hand delivery of written notices at our mortgage servicing centers or bank branches. Importantly, more than half of all borrowers potentially subject to such error actually closed on a loss mitigation alternative.

During the fourth quarter of 2017, the Corporation began outreach to potentially affected borrowers with outstanding loans. These efforts are substantially complete; however, outreach to certain borrowers whose loans require special handling is still in progress. Such borrowers include for example, those in bankruptcy. The Corporation is engaged in ongoing dialogue with applicable regulators with respect to this matter, including remediation plans. At this point, we are not able to estimate the financial impact of the failure to mail the loss mitigation notices.

Other Significant Proceedings

In June 2017, a syndicate comprised of BPPR and other local banks (the “Lenders”) filed an involuntary Chapter 11 bankruptcy proceeding against Betteroads Asphalt and Betterecycling Corporation (the “Involuntary Debtors”). This filing followed attempts by the Lenders to restructure and resolve the Involuntary Debtors’ obligations and outstanding defaults under a certain credit agreement, first through good faith negotiations and subsequently, through the filing of a collection action against the Involuntary Debtors in local court. The involuntary debtors subsequently counterclaimed, asserting damages in excess of $900 million. The Lenders ultimately joined in the commencement of these involuntary bankruptcy proceedings against the Debtors in order to preserve and recover the Involuntary Debtors’ assets, having confirmed that the Involuntary Debtors were transferring assets out of their estate for little or no consideration. The Involuntary Debtors subsequently filed a motion to dismiss the proceedings and for damages against the syndicate, arguing both that this petition was filed in bad faith and that there was a bona fide dispute as to the petitioners’ claims, as set forth in the counterclaim filed by the Involuntary Debtors in local court. The court allowed limited discovery to take place prior to an evidentiary hearing to determine the merits of debtors’ motion to dismiss. At a hearing held in November 2017, the Court determined that it was inclined to rule against the dismissal of the complaint but requested that the parties submit supplemental briefs on the subject, which the parties did; however, no decision has been rendered to date. Discovery is ongoing.

POPULAR SECURITIES

Puerto Rico Bonds and Closed-End Investment Funds

The volatility in prices and declines in value that Puerto Rico municipal bonds and closed-end investment companies that invest primarily in Puerto Rico municipal bonds have experienced since August 2013 have led to regulatory inquiries, customer complaints and arbitrations for most broker-dealers in Puerto Rico, including Popular Securities. Popular Securities has received customer complaints and is named as a respondent (among other broker-dealers) in 130 arbitration proceedings with aggregate claimed amounts of approximately $255 million, including one arbitration with claimed damages of approximately $78 million in which another Puerto Rico broker-dealer is a co-defendant. While Popular Securities believes it has meritorious defenses to the claims asserted in these proceedings, it has often determined that it is in its best interest to settle such claims rather than expend the money and resources required to see such cases to completion. The Government’s defaults and non-payment of its various debt obligations, as well as the Commonwealth’s and the Financial Oversight Management Board’s decision to pursue restructurings under Title III and Title VI of PROMESA, have increased and may continue to increase the number of customer complaints (and claimed damages) filed against Popular Securities concerning Puerto Rico bonds, including bonds issued by COFINA and GDB, and closed-end investment companies that invest primarily in Puerto Rico bonds. An adverse result in the arbitration proceedings described above, or a significant increase in customer complaints, could have a material adverse effect on Popular.

Subpoenas for Production of Documents in relation to PROMESA Title III Proceedings

Popular Securities has, together with Popular, Inc. and BPPR (collectively, the “Popular Companies”) filed an appearance in connection with the Commonwealth of Puerto Rico’s pending Title III bankruptcy proceeding. Its appearance was prompted by a request by the Commonwealth’s Unsecured Creditors’ Committee (“UCC”) to allow a broad discovery program under Rule 2004 to investigate, among other things, the causes of the Puerto Rico financial crisis. The Rule 2004 request sought broad discovery not only from the Popular Companies, but also from Banco Santander de Puerto Rico (“Santander”) and others, spanning in excess of eleven (11) years. The PROMESA Oversight Board, as well as the Popular Companies and Santander, opposed the UCC’s request. Magistrate Dein denied the UCC’s request without prejudice to allow the law firm of Kobre & Kim to carry out its own independent investigation on behalf of the PROMESA Oversight Board.

The Popular Companies have separately been served with additional requests for the preservation and voluntary production of certain documents and witnesses from the UCC and the COFINA Agents in connection with the COFINA-Commonwealth adversary complaint, as well as from the Oversight Board’s Independent Investigator, Kobre & Kim, with respect to its ongoing independent investigation. The Popular Companies are cooperating with all such requests but have asked that such requests be submitted in the form of a subpoena to address privacy and confidentiality considerations pertaining to some of the documents involved in the production. At a hearing held on July 25th, 2018, Judge Swain ratified Kobre & Kim’s exit plan with respect to documents gathered in the course of its independent investigation, including those materials produced by the Popular Companies. Kobre & Kim’s final report is due in August 2018.

POPULAR BANK

Josefina Valle v. Popular Community Bank (now Popular Bank)

PB has been named a defendant in a putative class action complaint captioned Josefina Valle, et al. v. Popular Community Bank, filed in November 2012 in the New York State Supreme Court (New York County). Plaintiffs, PB customers, allege among other things that PB has engaged in unfair and deceptive acts and trade practices in connection with the assessment of overdraft fees and payment processing on consumer deposit accounts. The complaint further alleges that PB improperly disclosed its consumer overdraft policies and that the overdraft rates and fees assessed by PB violate New York’s usury laws. Plaintiffs seek unspecified damages, including punitive damages, interest, disbursements, and attorneys’ fees and costs.

A motion to dismiss was filed on September 9, 2013. After several procedural steps that included a ruling partially granting PB’s motion to dismiss and the filing of an amended complaint that was also partially dismissed, on August 12, 2015, Plaintiffs filed a second amended complaint. On September 17, 2015, PB filed a motion to dismiss the second amended complaint and on February 18, 2016, the Court granted it in part and denied it in part, dismissing plaintiffs’ unfair and deceptive acts and trade practices claim to the extent it sought to recover overdraft fees incurred prior to September 2011. On March 28, 2016, PB filed an answer to the second amended complaint. On April 7, 2016, PB filed a notice of appeal on the partial denial of PB’s motion to dismiss and after briefing and the holding of oral argument, on April 25, 2017, the Appellate Division issued an order denying PB’s appeal. On November 13, 2017, the parties reached an agreement in principle. Under this agreement, subject to certain customary conditions including court approval of a final settlement agreement in consideration for the full settlement and release of defendant, an amount up to $5.2 million will be paid to qualified claimants. In March 2018, the Court entered an order for the preliminary approval of the settlement. On July 23, 2018, the claims process closed and, on August 6, 2018, the Court granted its final approval of the settlement agreement.

Eugene Duncan v. Popular North America

Popular North America was named a defendant in a putative class action complaint captioned Duncan v. Popular North America, filed on January 29, 2018 in the United States District Court for the Eastern District of New York. The complaint generally asserted that Popular North America (“PNA”) failed to design, construct, maintain and operate its website to be fully accessible to and independently usable by plaintiff and other blind or visually-impaired people, and that PNA’s denial of full and equal access to its website, and therefore to its products and services, violates the Americans with Disabilities Act. Plaintiff sought a permanent injunction to cause a change in defendant’s allegedly unlawful corporate policies, practices and procedures so that its website becomes and remains accessible to blind and visually impaired customers. The parties reached a final settlement regarding this matter in the second quarter of 2018.

Note 22—Non-consolidated variable interest entities

The Corporation is involved with four statutory trusts which it created to issue trust preferred securities to the public. These trusts are deemed to be variable interest entities (“VIEs”) since the equity investors at risk have no substantial decision-making rights. The Corporation does not hold any variable interest in the trusts, and therefore, cannot be the trusts’ primary beneficiary. Furthermore, the Corporation concluded that it did not hold a controlling financial interest in these trusts since the decisions of the trusts are predetermined through the trust documents and the guarantee of the trust preferred securities is irrelevant since in substance the sponsor is guaranteeing its own debt.

Also, the Corporation is involved with various special purpose entities mainly in guaranteed mortgage securitization transactions, including GNMA and FNMA. These special purpose entities are deemed to be VIEs since they lack equity investments at risk. The Corporation’s continuing involvement in these guaranteed loan securitizations includes owning certain beneficial interests in the form of securities as well as the servicing rights retained. The Corporation is not required to provide additional financial support to any of the variable interest entities to which it has transferred the financial assets. The mortgage-backed securities, to the extent retained, are classified in the Corporation’s Consolidated Statements of Financial Condition as available-for-sale or trading securities. The Corporation concluded that, essentially, these entities (FNMA and GNMA) control the design of their respective VIEs, dictate the quality and nature of the collateral, require the underlying insurance, set the servicing standards via the servicing guides and can change them at will, and can remove a primary servicer with cause, and without cause in the case of FNMA. Moreover, through their guarantee obligations, agencies (FNMA and GNMA) have the obligation to absorb losses that could be potentially significant to the VIE.

The Corporation holds variable interests in these VIEs in the form of agency mortgage-backed securities and collateralized mortgage obligations, including those securities originated by the Corporation and those acquired from third parties. Additionally, the Corporation holds agency mortgage-backed securities and agency collateralized mortgage obligations issued by third party VIEs in which it has no other form of continuing involvement. Refer to Note 24 to the Consolidated Financial Statements for additional information on the debt securities outstanding at June 30, 2018 and December 31, 2017, which are classified as available-for-sale and trading securities in the Corporation’s Consolidated Statements of Financial Condition. In addition, the Corporation holds variable interests in the form of servicing fees, since it retains the right to service the transferred loans in those government-sponsored special purpose entities (“SPEs”) and may also purchase the right to service loans in other government-sponsored SPEs that were transferred to those SPEs by a third-party.

The following table presents the carrying amount and classification of the assets related to the Corporation’s variable interests in non-consolidated VIEs and the maximum exposure to loss as a result of the Corporation’s involvement as servicer of GNMA and FNMA loans at June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018		December 31, 2017
Assets
Servicing assets:
Mortgage servicing rights	$	132,404	$	132,692

Total servicing assets	$	132,404	$	132,692

Other assets:
Servicing advances	$	35,184	$	47,742

Total other assets	$	35,184	$	47,742

Total assets	$	167,588	$	180,434

Maximum exposure to loss	$	167,588	$	180,434

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 $11.0 billion at June 30, 2018 (December 31, 2017—$11.7 billion).

The Corporation determined that the maximum exposure to loss includes the fair value of the MSRs and the assumption that the servicing advances at June 30, 2018 and December 31, 2017, will not be recovered. The agency debt securities are not included as part of the maximum exposure to loss since they are guaranteed by the related agencies.

In September of 2011, BPPR sold construction and commercial real estate loans to a newly created joint venture, PRLP 2011 Holdings, LLC. In March of 2013, BPPR completed a sale of commercial and construction loans, and commercial and single family real estate owned to a newly created joint venture, PR Asset Portfolio 2013-1 International, LLC.

These joint ventures were created for the limited purpose of acquiring the loans from BPPR; servicing the loans through a third-party servicer; ultimately working out, resolving and/or foreclosing the loans; and indirectly owning, operating, constructing, developing, leasing and selling any real properties acquired by the joint ventures through deed in lieu of foreclosure, foreclosure, or by resolution of any loan.

BPPR provided financing to PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC for the acquisition of the assets in an amount equal to the acquisition loan of $86 million and $182 million, respectively. The acquisition loans have a 5-year maturity and bear a variable interest at 30-day LIBOR plus 300 basis points and are secured by a pledge of all of the acquiring entity’s assets. In addition, BPPR provided these joint ventures with a non-revolving advance facility (the “advance facility”) of $69 million and $35 million, respectively, to cover unfunded commitments and costs-to-complete related to certain construction projects, and a revolving working capital line (the “working capital line”) of $20 million and $30 million, respectively, to fund certain operating expenses of the joint venture. As part of these transactions, BPPR received $ 48 million and $92 million, respectively, in cash and a 24.9% equity interest in each joint venture. The Corporation is not required to provide any other financial support to these joint ventures.

BPPR accounted for both transactions as a true sale pursuant to ASC Subtopic 860-10.

The Corporation has determined that PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC are VIEs but it is not the primary beneficiary. All decisions are made by Caribbean Property Group (“CPG”) (or an affiliate thereof) (the “Manager”), except for certain limited material decisions which would require the unanimous consent of all members. The Manager is authorized to execute and deliver on behalf of the joint ventures any and all documents, contracts, certificates, agreements and instruments, and to take any action deemed necessary in the benefit of the joint ventures.

The Corporation holds variable interests in these VIEs in the form of the 24.9% equity interests and the financing provided to these joint ventures. The equity interest is accounted for under the equity method of accounting pursuant to ASC Subtopic 323-10.

The following tables present the carrying amount and classification of the assets and liabilities related to the Corporation’s variable interests in the non-consolidated VIEs, PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC, and their maximum exposure to loss at June 30, 2018 and December 31, 2017.


	PRLP 2011 Holdings, LLC						PR Asset Portfolio 2013-1 International, LLC
(In thousands)	June 30, 2018			December 31, 2017			June 30, 2018			December 31, 2017
Assets
Other assets:
Equity investment	$	6,887		$	7,199		$	6,443		$	12,874

Total assets	$	6,887		$	7,199		$	6,443		$	12,874

Liabilities

Deposits	$	(831	)	$	(20	)	$	(10,625	)	$	(10,501	)

Total liabilities	$	(831	)	$	(20	)	$	(10,625	)	$	(10,501	)

Total net assets	$	6,056		$	7,179		$	(4,182	)	$	2,373

Maximum exposure to loss	$	6,056		$	7,179		$	—		$	2,373

The Corporation determined that the maximum exposure to loss under a worst case scenario at June 30, 2018 would be not recovering the net assets held by the Corporation as of the reporting date.

ASU 2009-17 requires that an ongoing primary beneficiary assessment should be made to determine whether the Corporation is the primary beneficiary of any of the VIEs it is involved with. The conclusion on the assessment of these non-consolidated VIEs has not changed since their initial evaluation. The Corporation concluded that it is still not the primary beneficiary of these VIEs, and therefore, these VIEs are not required to be consolidated in the Corporation’s financial statements at June 30, 2018.

Note 23—Related party transactions

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

EVERTEC

The Corporation has an investment in EVERTEC, Inc. (“EVERTEC”), which provides various processing and information technology services to the Corporation and its subsidiaries and gives BPPR access to the ATH network owned and operated by EVERTEC. As of June 30, 2018, the Corporation’s stake in EVERTEC was 16.03%. The Corporation continues to have significant influence over EVERTEC. Accordingly, the investment in EVERTEC is accounted for under the equity method and is evaluated for impairment if events or circumstances indicate that a decrease in value of the investment has occurred that is other than temporary.

During the six months ended June 30, 2018, there were no dividend distributions received by the Corporation from its investments in EVERTEC’s holding company (June 30, 2017 - $ 2.3 million). The Corporation’s equity in EVERTEC is presented in the table which follows and is included as part of “other assets” in the Consolidated Statements of Financial Condition.


(In thousands)	June 30, 2018		December 31, 2017
Equity investment in EVERTEC	$	55,347	$	47,532

The Corporation had the following financial condition balances outstanding with EVERTEC at June 30, 2018 and December 31, 2017. Items that represent liabilities to the Corporation are presented with parenthesis.


(In thousands)	June 30, 2018			December 31, 2017
Accounts receivable (Other assets)	$	6,527		$	6,830
Deposits		(20,924	)		(22,284	)
Accounts payable (Other liabilities)		(3,257	)		(2,040	)

Net total	$	(17,654	)	$	(17,494	)

The Corporation’s proportionate share of income or loss from EVERTEC is included in other operating income in the consolidated statements of operations. The following table presents the Corporation’s proportionate share of EVERTEC’s income (loss) and changes in stockholders’ equity for the quarters and six months ended June 30, 2018 and 2017.


(In thousands)	Quarter ended June 30, 2018		Six months ended June 30, 2018
Share of income from the investment in EVERTEC	$	3,200	$	6,904
Share of other changes in EVERTEC’s stockholders’ equity		506		635

Share of EVERTEC’s changes in equity recognized in income	$	3,706	$	7,539


(In thousands)	Quarter ended June 30, 2017		Six months ended June 30, 2017
Share of income from the investment in EVERTEC	$	3,243	$	6,943
Share of other changes in EVERTEC’s stockholders’ equity		1,049		1,668

Share of EVERTEC’s changes in equity recognized in income	$	4,292	$	8,611

The following tables present the transactions and service payments between the Corporation and EVERTEC (as an affiliate) and their impact on the results of operations for the quarters and six months ended June 30, 2018 and 2017. Items that represent expenses to the Corporation are presented with parenthesis.


(In thousands)	Quarter ended June 30, 2018			Six months ended June 30, 2018			Category
Interest expense on deposits	$	(14	)	$	(25	)	Interest expense
ATH and credit cards interchange income from services to EVERTEC		8,472			16,454		Other service fees
Rental income charged to EVERTEC		1,751			3,516		Net occupancy
Processing fees on services provided by EVERTEC		(48,525	)		(94,083	)	Professional fees
Other services provided to EVERTEC		291			605		Other operating expenses

Total	$	(38,025	)	$	(73,533	)


(In thousands)	Quarter ended June 30, 2017			Six months ended June 30, 2017			Category
Interest expense on deposits	$	(12	)	$	(21	)	Interest expense
ATH and credit cards interchange income from services to EVERTEC		7,929			15,595		Other service fees
Rental income charged to EVERTEC		1,623			3,382		Net occupancy
Processing fees on services provided by EVERTEC		(46,064	)		(88,434	)	Professional fees
Other services provided to EVERTEC		343			609		Other operating expenses

Total	$	(36,181	)	$	(68,869	)

PRLP 2011 Holdings LLC

As indicated in Note 22 to the Consolidated Financial Statements, the Corporation holds a 24.9% equity interest in PRLP 2011 Holdings LLC and currently holds certain deposits from the entity.

The Corporation’s equity in PRLP 2011 Holdings, LLC is presented in the table which follows and is included as part of “other assets” in the Consolidated Statements of Financial Condition.


(In thousands)	June 30, 2018		December 31, 2017
Equity investment in PRLP 2011 Holdings, LLC	$	6,887	$	7,199

The Corporation had the following financial condition balances outstanding with PRLP 2011 Holdings, LLC at June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018			December 31, 2017
Deposits (non-interest bearing)	$	(831	)	$	(20	)

The Corporation’s proportionate share of income or loss from PRLP 2011 Holdings, LLC is included in other operating income in the Consolidated Statements of Operations. The following table presents the Corporation’s proportionate share of loss from PRLP 2011 Holdings, LLC for the quarters and six months ended June 30, 2018 and 2017.


(In thousands)	Quarter ended June 30, 2018			Six months ended June 30, 2018
Share of loss from the equity investment in PRLP 2011 Holdings, LLC	$	(53	)	$	(312	)

(In thousands)	Quarter ended June 30, 2017			Six months ended June 30, 2017
Share of loss from the equity investment in PRLP 2011 Holdings, LLC	$	(398	)	$	(909	)

No capital distributions were received by the Corporation from its investment in PRLP 2011 Holdings, LLC during the six months ended June 30, 2018 and 2017. There were no transactions between the Corporation and PRLP 2011 Holdings, LLC during the quarters ended June 30, 2018 and 2017.

PR Asset Portfolio 2013-1 International, LLC

As indicated in Note 22 to the Consolidated Financial Statements, effective March 2013 the Corporation holds a 24.9% equity interest in PR Asset Portfolio 2013-1 International, LLC and currently provides certain financing to the joint venture as well as holds certain deposits from the entity.

The Corporation’s equity in PR Asset Portfolio 2013-1 International, LLC is presented in the table which follows and is included as part of “other assets” in the Consolidated Statements of Financial Condition.


(In thousands)	June 30, 2018		December 31, 2017
Equity investment in PR Asset Portfolio 2013-1 International, LLC	$	6,443	$	12,874

The Corporation had the following financial condition balances outstanding with PR Asset Portfolio 2013-1 International, LLC at June 30, 2018 and December 31, 2017.


(In thousands)	June 30, 2018			December 31, 2017
Deposits	$	(10,625	)	$	(10,501	)

The Corporation’s proportionate share of income or loss from PR Asset Portfolio 2013-1 International, LLC is included in other operating income in the consolidated statements of operations. The following table presents the Corporation’s proportionate share of income (loss) from PR Asset Portfolio 2013-1 International, LLC for the quarters and six months ended June 30, 2018 and 2017.


(In thousands)	Quarter ended June 30, 2018			Six months ended June 30, 2018
Share of loss from the equity investment in PR Asset Portfolio 2013-1 International, LLC	$	(53	)	$	(5,409	)

(In thousands)	Quarter ended June 30, 2017			Six months ended June 30, 2017
Share of income from the equity investment in PR Asset Portfolio 2013-1 International, LLC	$	302		$	149

During the six months ended June 30, 2018, the Corporation received $ 1.0 million in capital distributions from its investment in PR Asset Portfolio 2013-1 International, LLC (June 30, 2017—$ 3.4 million). The Corporation received $0.7 million in dividend distributions during the six months ended June 30, 2017, which were declared by PR Asset Portfolio 2013-1 International, LLC during the quarter ended December 31, 2016. The following table presents transactions between the Corporation and PR Asset Portfolio 2013-1 International, LLC and their impact on the Corporation’s results of operations for the quarters and six months ended June 30, 2018 and 2017.


(In thousands)	Quarter ended June 30, 2018			Six months ended June 30, 2018			Category
Interest expense on deposits		(5	)		(11	)		Interest expense

Total	$	(5	)	$	(11	)


(In thousands)	Quarter ended June 30, 2017			Six months ended June 30, 2017			Category
Interest income on loan to PR Asset Portfolio 2013-1 International, LLC	$	—		$	9			Interest income
Interest expense on deposits		(11	)		(15	)		Interest expense

Total	$	(11	)	$	(6	)

Centro Financiero BHD León

At June 30, 2018, the Corporation had a 15.84% stake in Centro Financiero BHD Leon, S.A. (“BHD Leon”), one of the largest banking and financial services groups in the Dominican Republic. During the six months ended June 30, 2018, the Corporation recorded $ 15.8 million in earnings from its investment in BHD Leon (June 30, 2017—$ 11.8 million), which had a carrying amount of $ 134.3 million at June 30, 2018 (December 31, 2017—$ 135.0 million). As of December 31, 2016, BPPR had extended a credit facility of $ 50 million to BHD León with an outstanding balance of $ 25 million. This credit facility was repaid and expired during March 2017. On December 2017, BPPR extended a credit facility of $ 40 million to BHD León. This credit facility was repaid during the quarter ended March 31, 2018. The Corporation received $ 12.6 million in dividend distributions during the six months ended June 30, 2018 from its investment in BHD Leon (June 30, 2017—$ 11.8 million).

On June 30, 2017, BPPR extended an $8 million credit facility to Grupo Financiero Leon, S.A. Panamá (“GFL”), a shareholder of BHD Leon. The sources of repayment for this loan were the dividends to be received by GFL from its investment in BHD Leon. BPPR’s credit facility ranked pari passu with another $8 million credit facility extended to GFL by BHD International Panama, an affiliate of BHD Leon. This credit facility was repaid during the quarter ended June 30, 2018.

Puerto Rico Investment Companies

The Corporation provides advisory services to several Puerto Rico investment companies in exchange for a fee. The Corporation also provides administrative, custody and transfer agency services to these investment companies. These fees are calculated at an annual rate of the average net assets of the investment company, as defined in each agreement. Due to its advisory role, the Corporation considers these investment companies as related parties.

For the six months ended June 30, 2018 administrative fees charged to these investment companies amounted to $ 3.4 million (June 30, 2017 - $ 3.9 million) and waived fees amounted to $ 1.1 million (June 30, 2017 - $ 1.1 million), for a net fee of $ 2.3 million (June 30, 2017 - $ 2.8 million).

The Corporation, through its subsidiary Banco Popular de Puerto Rico, has also entered into lines of credit facilities with these companies. As of June 30, 2018, the available lines of credit facilities amounted to $341 million (December 31, 2017 - $356 million). The aggregate sum of all outstanding balances under all credit facilities that may be made available by BPPR, from time to time, to those Puerto Rico investment companies for which BPPR acts as investment advisor or co-investment advisor, shall never exceed the lesser of $200 million or 10% of BPPR’s capital. At June 30, 2018 there was no outstanding balance for these credit facilities.

Note 24—Fair value measurement

ASC Subtopic 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels in order to increase consistency and comparability in fair value measurements and disclosures. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

•

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

•

Level 2 - Quoted prices other than those included in Level 1 that are observable either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or that can be corroborated by observable market data for substantially the full term of the financial instrument.

•

Level 3 - Inputs are unobservable and significant to the fair value measurement. Unobservable inputs reflect the Corporation’s own assumptions about assumptions that market participants would use in pricing the asset or liability.

The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Fair value is based upon quoted market prices when available. If listed prices or quotes are not available, the Corporation employs internally-developed models that primarily use market-based inputs including yield curves, interest rates, volatilities, and credit curves, among others. Valuation adjustments are limited to those necessary to ensure that the financial instrument’s fair value is adequately representative of the price that would be received or paid in the marketplace. These adjustments include amounts that reflect counterparty credit quality, the Corporation’s credit standing, constraints on liquidity and unobservable parameters that are applied consistently. There have been no changes in the Corporation’s methodologies used to estimate the fair value of assets and liabilities from those disclosed in the 2017 Form 10-K.

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

Fair Value on a Recurring and Nonrecurring Basis

The following fair value hierarchy tables present information about the Corporation’s assets and liabilities measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017:


At June 30, 2018
(In thousands)	Level 1		Level 2			Level 3		Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	552,388	$	4,424,577		$	—	$	4,976,965
Obligations of U.S. Government sponsored entities		—		531,876			—		531,876
Obligations of Puerto Rico, States and political subdivisions		—		6,643			—		6,643
Collateralized mortgage obligations—federal agencies		—		809,669			—		809,669
Mortgage-backed securities		—		4,214,912			1,264		4,216,176
Other		—		681			—		681

Total debt securities available-for-sale	$	552,388	$	9,988,358		$	1,264	$	10,542,010

Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	4,956	$	—		$	—	$	4,956
Obligations of Puerto Rico, States and political subdivisions		—		180			—		180
Collateralized mortgage obligations		—		50			670		720
Mortgage-backed securities		—		32,256			43		32,299
Other		—		2,976			506		3,482

Total trading account debt securities, excluding derivatives	$	4,956	$	35,462		$	1,219	$	41,637

Equity securities	$	—	$	12,798		$	—	$	12,798
Mortgage servicing rights		—		—			164,025		164,025
Derivatives		—		15,763			—		15,763

Total assets measured at fair value on a recurring basis	$	557,344	$	10,052,381		$	166,508	$	10,776,233

Liabilities
Derivatives	$	—	$	(14,223	)	$	—	$	(14,223	)

Total liabilities measured at fair value on a recurring basis	$	—	$	(14,223	)	$	—	$	(14,223	)


At December 31, 2017
(In thousands)	Level 1		Level 2			Level 3			Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	503,385	$	3,424,779		$	—		$	3,928,164
Obligations of U.S. Government sponsored entities		—		608,933			—			608,933
Obligations of Puerto Rico, States and political subdivisions		—		6,609			—			6,609
Collateralized mortgage obligations—federal agencies		—		943,753			—			943,753
Mortgage-backed securities		—		4,687,374			1,288			4,688,662
Other		—		802			—			802

Total debt securities available-for-sale	$	503,385	$	9,672,250		$	1,288		$	10,176,923

Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	261	$	—		$	—		$	261
Obligations of Puerto Rico, States and political subdivisions		—		159			—			159
Collateralized mortgage obligations		—		—			529			529
Mortgage-backed securities		—		29,237			43			29,280
Other		—		2,988			529			3,517

Total trading account debt securities, excluding derivatives	$	261	$	32,384		$	1,101		$	33,746

Equity securities	$	—	$	11,076		$	—		$	11,076
Mortgage servicing rights		—		—			168,031			168,031
Derivatives		—		16,719			—			16,719

Total assets measured at fair value on a recurring basis	$	503,646	$	9,732,429		$	170,420		$	10,406,495

Liabilities
Derivatives	$	—	$	(14,431	)	$	—		$	(14,431	)
Contingent consideration		—		—			(164,858	)		(164,858	)

Total liabilities measured at fair value on a recurring basis	$	—	$	(14,431	)	$	(164,858	)	$	(179,289	)

The fair value information included in the following tables is not as of period end, but as of the date that the fair value measurement was recorded during the quarters and six months ended June 30, 2018 and 2017 and excludes nonrecurring fair value measurements of assets no longer outstanding as of the reporting date.


Six months ended June 30, 2018
(In thousands)	Level 1		Level 2		Level 3		Total
NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans ^[1]	$	—	$	—	$	84,075	$	84,075	$	(18,767	)
Other real estate owned ^[2]		—		—		33,457		33,457		(6,967	)
Other foreclosed assets ^[2]		—		—		2,597		2,597		(970	)

Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	120,129	$	120,129	$	(26,704	)

[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, in accordance with the provisions of ASC Section 310-10-35. Costs to sell are excluded from the reported fair value amount.

[2]	Represents the fair value of foreclosed real estate and other collateral owned that were written down to their fair value. Costs to sell are excluded from the reported fair value amount.


Six moths ended June 30, 2017
(In thousands)	Level 1		Level 2		Level 3		Total
NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans ^[1]	$	—	$	—	$	61,328	$	61,328	$	(16,546	)
Other real estate owned ^[2]		—		—		110,676		110,676		(14,760	)
Other foreclosed assets ^[2]		—		—		1,682		1,682		(185	)

Total assets measured at fair value on a nonrecurring basis	$	—	$	—	$	173,686	$	173,686	$	(31,491	)

[1]

[2]	Represents the fair value of foreclosed real estate and other collateral owned that were written down to their fair value. Costs to sell are excluded from the reported fair value amount.

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters and six months ended June 30, 2018 and 2017.


Quarter ended June 30, 2018
(In thousands)	MBS classified as debt securities available- for-sale		CMOs classified as trading account debt securities			MBS classified as trading account debt securities		Other securities classified as trading account debt securities			Mortgage servicing rights			Total assets			Contingent consideration ^[1]			Total liabilities
Balance at March 31, 2018	$	1,263	$	488		$	43	$	519		$	166,281		$	168,594		$	(170,970	)	$	(170,970	)
Gains (losses) included in earnings		—		6			—		(13	)		(4,622	)		(4,629	)		—			—
Gains (losses) included in OCI		1		—			—		—			—			1			—			—
Additions		—		237			—		—			2,366			2,603			—			—
Settlements		—		(61	)		—		—			—			(61	)		170,970			170,970

Balance at June 30, 2018	$	1,264	$	670		$	43	$	506		$	164,025		$	166,508		$	—		$	—

Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2018	$	—	$	6		$	—	$	6		$	—		$	12		$	—		$	—

[1]	Effective May 22, 2018, the Corporation entered into a Termination Agreement with the FDIC to terminate the Corporation’s loss share arrangement ahead of their contractual maturities. Refer to Note 9 for additional information.


Six months ended June 30, 2018
(In thousands)	MBS classified as investment securities available- for-sale			CMOs classified as trading account securities			MBS classified as trading account securities		Other securities classified as trading account securities			Mortgage servicing rights			Total assets			Contingent consideration ^[1]			Total liabilities
Balance at January 1, 2018	$	1,288		$	529		$	43	$	529		$	168,031		$	170,420		$	(164,858	)	$	(164,858	)
Gains (losses) included in earnings		—			6			—		(23	)		(8,929	)		(8,946	)		(6,112	)		(6,112	)
Gains (losses) included in OCI		2			—			—		—			—			2			—			—
Additions		—			253			—		—			4,923			5,176			—			—
Settlements		(26	)		(118	)		—		—			—			(144	)		170,970			170,970

Balance at June 30, 2018	$	1,264		$	670		$	43	$	506		$	164,025		$	166,508		$	—		$	—

Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2018	$	—		$	6		$	—	$	11		$	—		$	17		$	—		$	—

[1]	Effective May 22, 2018, the Corporation entered into a Termination Agreement with the FDIC to terminate the Corporation’s loss share arrangement ahead of their contractual maturities. Refer to Note 9 for additional information.


Quarter ended June 30, 2017
(In thousands)	MBS classified as debt securities available- for-sale		CMOs classified as trading account debt securities			MBS classified as trading account debt securities			Other securities classified as trading account debt securities			Mortgage servicing rights			Total assets			Contingent consideration			Total liabilities
Balance at March 31, 2017	$	1,289	$	1,061		$	4,345		$	583		$	193,698		$	200,976		$	(160,543	)	$	(160,543	)
Gains (losses) included in earnings		—		(1	)		(4	)		(26	)		(8,046	)		(8,077	)		(3,125	)		(3,125	)
Additions		—		8			168			—			3,076			3,252			—			—
Sales		—		(160	)		—			—			—			(160	)		—			—
Settlements		—		(50	)		(175	)		—			—			(225	)		—			—

Balance at June 30, 2017	$	1,289	$	858		$	4,334		$	557		$	188,728		$	195,766		$	(163,668	)	$	(163,668	)

Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2017	$	—	$	(2	)	$	4		$	12		$	(2,899	)	$	(2,885	)	$	(3,125	)	$	(3,125	)


Six months ended June 30, 2017
(In thousands)	MBS classified as investment securities available- for-sale			CMOs classified as trading account securities			MBS classified as trading account securities			Other securities classified as trading account securities			Mortgage servicing rights			Total assets			Contingent consideration			Total liabilities
Balance at January 1, 2017	$	1,392		$	1,321		$	4,755		$	602		$	196,889		$	204,959		$	(153,158	)	$	(153,158	)
Gains (losses) included in earnings		—			(5	)		(47	)		(45	)		(14,000	)		(14,097	)		(10,510	)		(10,510	)
Gains (losses) included in OCI		10			—			—			—			—			10			—			—
Additions		—			8			332			—			5,839			6,179			—			—
Sales		—			(365	)		(156	)		—			—			(521	)		—			—
Settlements		(25	)		(101	)		(550	)		—			—			(676	)		—			—
Transfers out of Level 3		(88	)		—			—			—			—			(88	)		—			—

Balance at June 30, 2017	$	1,289		$	858		$	4,334		$	557		$	188,728		$	195,766		$	(163,668	)	$	(163,668	)

Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2017	$	—		$	(6	)	$	(23	)	$	21		$	(3,622	)	$	(3,630	)	$	(10,510	)	$	(10,510	)

There were no transfers in and / or out of Level 1, Level 2, or Level 3 for financial instruments measured at fair value on a recurring basis during the quarter and six months ended June 30, 2018. There were no transfers in and /or out Level 1, Level 2, or Level 3 for financial instruments measured at fair value on a recurring basis during the quarter June 30, 2017. During the six months ended June 30, 2017, certain MBS amounting to $88 thousand, were transferred from Level 3 to Level 2 due to a change in valuation technique from an internally-prepared pricing matrix to a bond’s theoretical value.

Gains and losses (realized and unrealized) included in earnings for the quarters and six months ended June 30, 2018 and 2017 for Level 3 assets and liabilities included in the previous tables are reported in the consolidated statement of operations as follows:


	Quarter ended June 30, 2018					Six months ended June 30, 2018
(In thousands)	Total gains (losses) included in earnings			Changes in unrealized gains (losses) relating to assets still held at reporting date		Total gains (losses) included in earnings			Changes in unrealized gains (losses) relating to assets still held at reporting date
FDIC loss share expense	$	—		$	—	$	(6,112	)	$	—
Mortgage banking activities		(4,622	)		—		(8,929	)		—
Trading account profit (loss)		(7	)		12		(17	)		17

Total	$	(4,629	)	$	12	$	(15,058	)	$	17


	Quarter ended June 30, 2017						Six months ended June 30, 2017
(In thousands)	Total gains (losses) included in earnings			Changes in unrealized gains (losses) relating to assets still held at reporting date			Total gains (losses) included in earnings			Changes in unrealized gains (losses) relating to assets still held at reporting date
FDIC loss share expense	$	(3,125	)	$	(3,125	)	$	(10,510	)	$	(10,510	)
Mortgage banking activities		(8,046	)		(2,899	)		(14,000	)		(3,622	)
Trading account profit (loss)		(31	)		14			(97	)		(8	)

Total	$	(11,202	)	$	(6,010	)	$	(24,607	)	$	(14,140	)

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


(In thousands)	Fair value at June 30, 2018			Valuation technique	Unobservable inputs	Weighted average (range)
CMO’s—trading	$	670		Discounted cash flow model	Weighted average life	2.0 years (1.4—2.2 years)
					Yield	3.8% (3.7%—4.2%)
					Prepayment speed	19.3% (16.6%—21.4%)
Other—trading	$	506		Discounted cash flow model	Weighted average life	5.2 years
					Yield	12.2%
					Prepayment speed	10.8%
Mortgage servicing rights	$	164,025		Discounted cash flow model	Prepayment speed	4.7% (0.2%—15.9%)
					Weighted average life	7.1 years (0.1—16.6 years)
					Discount rate	11.2% (9.5%—15.0%)
Loans held-in-portfolio	$	76,984	^[1]	External appraisal	Haircut applied on
					external appraisals	12.1% (10.0%-15.0%)
Other real estate owned	$	30,053	^[2]	External appraisal	Haircut applied on
					external appraisals	23.7% (15.0%—30.0%)

[1]	Loans held-in-portfolio in which haircuts were not applied to external appraisals were excluded from this table.

[2]	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. These particular financial instruments are valued internally by the Corporation’s investment banking and broker-dealer unit utilizing internal valuation techniques. The unobservable inputs incorporated into the internal discounted cash flow models used to derive the fair value of collateralized mortgage obligations and interest-only collateralized mortgage obligation (reported as “other”), which are classified in the “trading” category, are reviewed by the Corporation’s Corporate Treasury unit on a quarterly basis. In the case of Level 3 financial instruments which fair value is based on broker quotes, the Corporation’s Corporate Treasury unit reviews the inputs used by the broker-dealers for reasonableness utilizing information available from other published sources and validates that the fair value measurements were developed in accordance with ASC Topic 820. The Corporate Treasury unit also substantiates the inputs used by validating the prices with other broker-dealers, whenever possible.

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. The Corporation’s Corporate Comptroller’s unit is responsible for determining the fair value of MSRs, which is based on discounted cash flow methods based on assumptions developed by an external service provider, except for prepayment speeds, which are adjusted internally for the local market based on historical experience. The Corporation’s Corporate Treasury unit validates the economic assumptions developed by the external service provider on a quarterly basis. In addition, an analytical review of prepayment speeds

is performed quarterly by the Corporate Comptroller’s unit. The Corporation’s MSR Committee analyzes changes in fair value measurements of MSRs and approves the valuation assumptions at each reporting period. Changes in valuation assumptions must also be approved by the MSR Committee. The fair value of MSRs are compared with those of the external service provider on a quarterly basis in order to validate if the fair values are within the materiality thresholds established by management to monitor and investigate material deviations. Back-testing is performed to compare projected cash flows with actual historical data to ascertain the reasonability of the projected net cash flow results.

Note 25—Fair value of financial instruments

The fair value of financial instruments is the amount at which an asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For those financial instruments with no quoted market prices available, fair values have been estimated using present value calculations or other valuation techniques, as well as management’s best judgment with respect to current economic conditions, including discount rates, estimates of future cash flows, and prepayment assumptions. Many of these estimates involve various assumptions and may vary significantly from amounts that could be realized in actual transactions.

The fair values reflected herein have been determined based on the prevailing rate environment at June 30, 2018 and December 31, 2017, as applicable. In different interest rate environments, fair value estimates can differ significantly, especially for certain fixed rate financial instruments. In addition, the fair values presented do not attempt to estimate the value of the Corporation’s fee generating businesses and anticipated future business activities, that is, they do not represent the Corporation’s value as a going concern. There have been no changes in the Corporation’s valuation methodologies and inputs used to estimate the fair values for each class of financial assets and liabilities not measured at fair value, but for which the fair value is disclosed from those disclosed in the 2017 Form 10-K.

The following tables present the carrying amount and estimated fair values of financial instruments with their corresponding level in the fair value hierarchy. The aggregate fair value amounts of the financial instruments disclosed do not represent management’s estimate of the underlying value of the Corporation.


June 30, 2018
(In thousands)	Carrying amount		Level 1		Level 2		Level 3		Fair value
Financial Assets:
Cash and due from banks	$	400,568	$	400,568	$	—	$	—	$	400,568
Money market investments		8,628,442		8,617,121		11,321		—		8,628,442
Trading account debt securities, excluding derivatives ^[1]		41,637		4,956		35,462		1,219		41,637
Debt securities available-for-sale ^[1]		10,542,010		552,388		9,988,358		1,264		10,542,010
Debt securities held-to-maturity:
Obligations of Puerto Rico, States and political subdivisions	$	90,928	$	—	$	—	$	93,390	$	93,390
Collateralized mortgage obligation-federal agency		61		—		—		65		65
Trust preferred securities		13,198		—		13,198		—		13,198
Other		750		—		743		—		743

Total debt securities held-to-maturity	$	104,937	$	—	$	13,941	$	93,455	$	107,396

Equity securities:
FHLB stock	$	56,099	$	—	$	56,099	$	—	$	56,099
FRB stock		88,817		—		88,817		—		88,817
Other investments		14,101		—		12,798		5,602		18,400

Total equity securities	$	159,017	$	—	$	157,714	$	5,602	$	163,316

Loans held-for-sale	$	73,859	$	—	$	—	$	74,719	$	74,719
Loans not covered under loss sharing agreement with the FDIC		23,965,498		—		—		21,825,495		21,825,495
Mortgage servicing rights		164,025		—		—		164,025		164,025
Derivatives		15,763		—		15,763		—		15,763


June 30, 2018
(In thousands)	Carrying amount		Level 1		Level 2		Level 3		Fair value
Financial Liabilities:
Deposits:
Demand deposits	$	31,954,476	$	—	$	31,954,476	$	—	$	31,954,476
Time deposits		7,423,085		—		7,220,074		—		7,220,074

Total deposits	$	39,377,561	$	—	$	39,174,550	$	—	$	39,174,550

Assets sold under agreements to repurchase	$	306,911	$	—	$	306,941	$	—	$	306,941
Other short-term borrowings ^[2]	$	1,200	$	—	$	1,200	$	—	$	1,200
Notes payable:
FHLB advances	$	656,150	$	—	$	649,118	$	—	$	649,118
Unsecured senior debt securities		447,915		—		460,463		—		460,463
Junior subordinated deferrable interest debentures (related to trust preferred securities)		439,364		—		416,875		—		416,875
Others		18,234		—		—		18,234		18,234

Total notes payable	$	1,561,663	$	—	$	1,526,456	$	18,234	$	1,544,690

Derivatives	$	14,223	$	—	$	14,223	$	—	$	14,223

[1]	Refer to Note 24 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.

[2]	Refer to Note 16 to the Consolidated Financial Statements for the composition of other short-term borrowings.


	December 31, 2017
(In thousands)	Carrying amount		Level 1		Level 2		Level 3		Fair value
Financial Assets:
Cash and due from banks	$	402,857	$	402,857	$	—	$	—	$	402,857
Money market investments		5,255,119		5,245,346		9,773		—		5,255,119
Trading account debt securities, excluding derivatives ^[1]		33,746		261		32,384		1,101		33,746
Debt securities available-for-sale ^[1]		10,176,923		503,385		9,672,250		1,288		10,176,923
Debt securities held-to-maturity:
Obligations of Puerto Rico, States and political subdivisions	$	92,754	$	—	$	—	$	83,239	$	83,239
Collateralized mortgage obligation-federal agency		67		—		—		71		71
Trust preferred securities		13,198		—		13,198		—		13,198
Other		1,000		—		750		243		993

Total debt securities held-to-maturity	$	107,019	$	—	$	13,948	$	83,553	$	97,501

Equity securities:
FHLB stock	$	57,819	$	—	$	57,819	$	—	$	57,819
FRB stock		94,308		—		94,308		—		94,308
Other investments		12,976		—		11,076		5,214		16,290

Total equity securities	$	165,103	$	—	$	163,203	$	5,214	$	168,417

Loans held-for-sale	$	132,395	$	—	$	—	$	134,839	$	134,839
Loans not covered under loss sharing agreement with the FDIC		23,702,612		—		—		21,883,003		21,883,003
Loans covered under loss sharing agreements with the FDIC		484,030		—		—		465,893		465,893
FDIC loss share asset		45,192		—		—		33,323		33,323
Mortgage servicing rights		168,031		—		—		168,031		168,031
Derivatives		16,719		—		16,719		—		16,719


	December 31, 2017
(In thousands)	Carrying amount		Level 1		Level 2		Level 3		Fair value
Financial Liabilities:
Deposits:
Demand deposits	$	27,938,630	$	—	$	27,938,630	$	—	$	27,938,630
Time deposits		7,514,878		—		7,381,232		—		7,381,232

Total deposits	$	35,453,508	$	—	$	35,319,862	$	—	$	35,319,862

Assets sold under agreements to repurchase	$	390,921	$	—	$	390,752	$	—	$	390,752
Other short-term borrowings ^[2]	$	96,208	$	—	$	96,208	$	—	$	96,208
Notes payable:
FHLB advances	$	631,490	$	—	$	628,839	$	—	$	628,839
Unsecured senior debt		446,873		—		463,554		—		463,554
Junior subordinated deferrable interest debentures (related to trust preferred securities)		439,351		—		406,883		—		406,883
Others		18,642		—		—		18,642		18,642

Total notes payable	$	1,536,356	$	—	$	1,499,276	$	18,642	$	1,517,918


Derivatives	$	14,431	$	—	$	14,431	$	—	$	14,431

Contingent consideration	$	164,858	$	—	$	—	$	164,858	$	164,858

[1]	Refer to Note 24 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level.

[2]	Refer to Note 16 to the Consolidated Financial Statements for the composition of other short-term borrowings.

The notional amount of commitments to extend credit at June 30, 2018 and December 31, 2017 is $7.2 billion and $7.6 billion, respectively, and represents the unused portion of credit facilities granted to customers. The notional amount of letters of credit at June 30, 2018 and December 31, 2017 is $32 million and $36 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 26—Net income per common share

The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the quarters and six months ended June 30, 2018 and 2017:


	Quarters ended June 30,						Six months ended June 30,
(In thousands, except per share information)	2018			2017			2018			2017
Net income	$	279,783		$	96,226		$	371,107		$	189,171
Preferred stock dividends		(931	)		(931	)		(1,862	)		(1,862	)

Net income applicable to common stock	$	278,852		$	95,295		$	369,245		$	187,309

Average common shares outstanding		101,892,402			101,601,552			101,794,914			102,263,593
Average potential dilutive common shares		139,553			107,151			137,563			123,653

Average common shares outstanding—assuming dilution		102,031,955			101,708,703			101,932,477			102,387,246

Basic EPS	$	2.74		$	0.94		$	3.63		$	1.83

Diluted EPS	$	2.73		$	0.94		$	3.62		$	1.83

For the quarter and six months ended June 30, 2018, the Corporation calculated the impact of potential dilutive common shares under the treasury method, consistent with the method used for the preparation of the financial statements for the year ended December 31, 2017. For a discussion of the calculation under the treasury stock method, refer to Note 35 of the Consolidated Financial Statements included in the 2017 Form 10-K.

For the quarters and six months ended June 30, 2018 and 2017, there were no stock options outstanding.

Note 27—Revenue from contracts with customers

The following tables present the Corporation’s revenue streams from contracts with customers by reportable segment for the quarters and six months ended June 30, 2018 and 2017:


	Quarter ended June 30,				Six months ended June 30,
(In thousands)	2018				2018
	BPPR		Popular U.S.		BPPR		Popular U.S.
Service charges on deposit accounts	$	33,776	$	3,326	$	66,955	$	6,602
Other service fees:
Debit card fees		11,425		259		22,820		502
Insurance fees, excluding reinsurance		8,650		833		15,887		1,455
Credit card fees, excluding late fees and membership fees		18,681		237		35,484		477
Sale and administration of investment products		5,020		—		10,375		—
Trust fees		5,218		—		10,559		—

Total revenue from contracts with customers [1]	$	82,770	$	4,655	$	162,080	$	9,036

[1]	The amounts include intersegment transactions of $1.3 million and $1.7 million, respectively, for the quarter and six months ended June 30, 2018.


	Quarter ended June 30,				Six months ended June 30,
(In thousands)	2017				2017
	BPPR		Popular U.S.		BPPR		Popular U.S.
Service charges on deposit accounts	$	37,730	$	3,343	$	74,006	$	6,603
Other service fees:
Debit card fees		11,341		235		22,683		436
Insurance fees, excluding reinsurance		8,958		860		16,315		1,442
Credit card fees, excluding late fees and membership fees		15,480		248		29,864		432
Sale and administration of investment products		5,799		—		10,881		—
Trust fees		5,111		—		10,148		—

Total revenue from contracts with customers [1]	$	84,419	$	4,686	$	163,897	$	8,913

[1]	The amounts include intersegment transactions of $1.5 million and $1.7 million, respectively, for the quarter and six months ended June 30, 2017.

Revenue from contracts with customers is recognized when, or as, the performance obligations are satisfied by the Corporation by transferring the promised services to the customers. A service is transferred to the customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized based on the services that have been rendered to date. Revenue from a performance obligation satisfied at a point in time is recognized when the customer obtains control over the service. The transaction price, or the amount of revenue recognized, reflects the consideration the Corporation expects to be entitled to in exchange for those promised services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Corporation is the principal in a transaction if it obtains control of the specified goods or services before they are transferred to the customer. If the Corporation acts as principal, revenues are presented in the gross amount of consideration to which it expects to be entitled and are not netted with any related expenses. On the other hand, the Corporation is an agent if it does not control the specified goods or services before they are transferred to the customer. If the Corporation acts as an agent, revenues are presented in the amount of consideration to which it expects to be entitled, net of related expenses.

Following is a description of the nature and timing of revenue streams from contracts with customers:

Service charges on deposit accounts

Service charges on deposit accounts are earned on retail and commercial deposit activities and include, but are not limited to, nonsufficient fund fees, overdraft fees and checks stop payment fees. These transaction-based fees are recognized at a point in time, upon occurrence of an activity or event or upon the occurrence of a condition which triggers the fee assessment. The Corporation is acting as principal in these transactions.

Debit card fees

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

Insurance fees

Insurance fees include, but are not limited to, commissions and contingent commissions. Commissions and fees are recognized when related policies are effective since the Corporation does not have an enforceable right to payment for services completed to date. An allowance is created for expected adjustments to commissions earned related to policy cancellations. Contingent commissions are recorded on an accrual basis when the amount to be received is notified by the insurance company. The Corporation is acting as an agent since it arranges for the sale of the policies and receives commissions if, and when, it achieves the sale.

Credit card fees

Credit card fees include, but are not limited to, interchange fees, additional card fees, cash advance fees, balance transfer fees, foreign transaction fees, and returned payments fees. Credit card fees are recognized at a point in time, upon the occurrence of an activity or an event. Interchange fees are recognized upon settlement of the credit card payment transactions. The Corporation is acting as principal in these transactions.

Sale and administration of investment products

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

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

Asset management fees are satisfied over time and are recognized in arrears. At contract inception, the estimate of the asset management fee is constrained from the inclusion in the transaction price since the promised consideration is dependent on the market and thus is highly susceptible to factors outside the manager’s influence. As advisor, the broker-dealer subsidiary is acting as principal.

Underwriting fees are recognized at a point in time, when the investment products are sold in the open market at a markup. When the broker-dealer subsidiary is lead underwriter, it is acting as an agent. In turn, when it is a participating underwriter, it is acting as principal.

Mutual fund fees, such as distribution fees, are considered variable consideration and are recognized over time, as the uncertainty of the fees to be received is resolved as NAV is determined and investor activity occurs. The promise to provide distribution-related services is considered a single performance obligation as it requires the provision of a series of distinct services that are substantially the same and have the same pattern of transfer. When the broker-dealer subsidiary is acting as a distributor, it is acting as principal. In turn, when it acts as third-party dealer, it is acting as an agent.

Trust fees

Trust fees are recognized from retirement plan, mutual fund administration, investment management, trustee, escrow, and custody and safekeeping services. These asset management services are considered a single performance obligation as it requires the provision of a series of distinct services that are substantially the same and have the same pattern of transfer. The performance obligation is satisfied over time, except for optional services and certain other services that are satisfied at a point in time. Revenues are recognized in arrears, when, or as, the services are rendered. The Corporation is acting as principal since, as asset manager, it has the obligation to provide the specified service to the customer and has the ultimate discretion in establishing the fee paid by the customer for the specified services.

Note 28—FDIC loss share income (expense)

The caption of FDIC loss-share income (expense) in the Consolidated Statements of Operations consists of the following major categories:


	Quarters ended June 30,					Six months ended June 30,
(In thousands)	2018		2017			2018			2017
Accretion (amortization)	$	—	$	147		$	(934	)	$	(629	)
80% mirror accounting on credit impairment losses		—		2,126			104			2,274
80% mirror accounting on reimbursable expenses		—		723			537			1,644
80% mirror accounting on recoveries on covered assets, including rental income on OREOs, subject to reimbursement to the FDIC		—		(400	)		(1,658	)		4,433
Change in true-up payment obligation		—		(3,125	)		(6,112	)		(10,510	)
Gain on FDIC loss-share Termination Agreement ^[1]		102,752		—			102,752			—
Other		—		54			36			(5,944	)

Total FDIC loss-share income (expense)	$	102,752	$	(475	)	$	94,725		$	(8,732	)

[1]	Refer to Note 9 for additional information of the Termination Agreement with the FDIC.

Note 29—Pension and postretirement benefits

The Corporation has a non-contributory defined benefit pension plan and supplementary pension benefit restoration plans for regular employees of certain of its subsidiaries. The accrual of benefits under the plans is frozen to all participants.

The components of net periodic pension cost for the periods presented were as follows:


	Pension Plan						Benefit Restoration Plans
	Quarters ended June 30,						Quarters ended June 30,
(In thousands)	2018			2017			2018			2017
Other operating expenses:
Interest cost	$	6,029		$	6,120		$	344		$	352
Expected return on plan assets		(9,551	)		(10,186	)		(509	)		(502	)
Amortization of net loss		4,715			5,053			349			411

Total net periodic pension cost (benefit)	$	1,193		$	987		$	184		$	261


	Pension Plans						Benefit Restoration Plans
	Six months ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Other operating expenses:
Interest cost	$	12,058		$	12,240		$	688		$	705
Expected return on plan assets		(19,101	)		(20,372	)		(1,018	)		(1,005	)
Amortization of net loss		9,431			10,107			699			822

Total net periodic pension cost (benefit)	$	2,388		$	1,975		$	369		$	522

During the quarter ended June 30, 2018 the Corporation made a contribution to the pension and benefit restoration plans of $59 thousand. The total contributions expected to be paid during the year 2018 for the pension and benefit restoration plans amount to approximately $235 thousand.

During the quarters ended June 30, 2018 and 2017, there is no service cost recognized as part of the net periodic pension cost since the accrual of benefits for all participants has been frozen. As part of the implementation of ASU 2017-07, the other components of net periodic pension cost were reclassified from “Personnel costs” to “Other operating expenses” in the consolidated statement of operations in the amount of $1.2 million for the quarter ended June 30, 2017 and $2.5 million for the six months ended June 30, 2017.

The Corporation also provides certain postretirement health care benefits for retired employees of certain subsidiaries. The table that follows presents the components of net periodic postretirement benefit cost.


	Postretirement Benefit Plan
	Quarters ended June 30,						Six months ended June 30,
(In thousands)	2018			2017			2018			2017
Personnel Costs:
Service cost	$	257		$	256		$	514		$	513
Other operating expenses:
Interest cost		1,390			1,426			2,780			2,851
Amortization of prior service cost		(868	)		(950	)		(1,735	)		(1,900	)
Amortization of net loss		321			142			641			284

Total postretirement cost	$	1,100		$	874		$	2,200		$	1,748

Contributions made to the postretirement benefit plan for the quarter ended June 30, 2018 amounted to approximately $1.3 million. The total contributions expected to be paid during the year 2018 for the postretirement benefit plan amount to approximately $6.3 million.

As part of the implementation of ASU 2017-07, the other components of net periodic postretirement benefit cost other than the service cost components were reclassified from “Personnel costs” to “Other operating expenses” in the consolidated statement of operations in the amount of $0.6 million for the quarter ended June 30, 2017 and $1.2 million for the six months ended June 30, 2017.

Note 30—Stock-based compensation

Incentive Plan

In April 2004, the Corporation’s shareholders adopted the Popular, Inc. 2004 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan permits the granting of incentive awards in the form of Annual Incentive Awards, Long-term Performance Unit Awards, Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Units or Performance Shares. Participants in the Incentive Plan are designated by the Compensation Committee of the Board of Directors (or its delegate as determined by the Board). Employees and directors of the Corporation and/or any of its subsidiaries are eligible to participate in the Incentive Plan.

Under the Incentive Plan, the Corporation has issued restricted shares, which become vested based on the employees’ continued service with Popular. Unless otherwise stated in an agreement, the compensation cost associated with the shares of restricted stock is determined based on a two-prong vesting schedule. The first part is vested ratably over five years commencing at the date of grant (the “graduated vesting portion”) and the second part is vested at termination of employment after attainment of 55 years of age and 10 years of service (the “retirement vesting portion”). The graduated vesting portion is accelerated at termination of employment after attaining 55 years of age and 10 years of service. The vesting schedule for restricted shares granted on or after 2014 was modified as follows, the first part is vested ratably over four years commencing at the date of the grant (the “graduated vesting portion”) and the second part is vested at termination of employment after attainment of the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service (the “retirement vesting portion”). The graduated vesting portion is accelerated at termination of employment after attaining 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 consist of the opportunity to receive shares of Popular, Inc.’s common stock provided that the Corporation achieves certain goals during a three-year performance cycle. The goals will be based on two metrics weighted equally: the Relative Total Shareholder Return (“TSR”) and the Absolute Earnings per Share (“EPS”) goals. The TSR metric is considered to be a market condition under ASC 718. For equity settled awards based on a market condition, the fair value is determined as of the grant date and is not subsequently revised based on actual performance. The EPS performance metric is considered to be a performance condition under ASC 718. The fair value is determined based on the probability of achieving the EPS goal as of each reporting period. The TSR and EPS metrics are equally weighted and work independently. The number of shares that will ultimately vest ranges from 50% to a 150% of target based on both market (TSR) and performance (EPS) conditions. The performance shares vest at the end of the three-year performance cycle. The vesting 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 following table summarizes the restricted stock and performance shares activity under the Incentive Plan for members of management.


(Not in thousands)	Shares			Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2016		383,982		$	26.35
Granted		212,200			42.57
Performance Shares Quantity Adjustment		(232,989	)		29.10
Vested		(67,853	)		48.54

Non-vested at December 31, 2017		295,340		$	30.75
Granted		227,720			45.48
Performance Shares Quantity Adjustment		160,693			30.24
Vested		(280,733	)		34.48
Forfeited		(2,326	)		33.07

Non-vested at June 30, 2018		400,694		$	36.29

During the quarter ended June 30, 2018, 70,690 shares of restricted stock (June 30, 2017—74,037) were awarded to management under the Incentive Plan. During the quarters ended June 30, 2018 and 2017, no performance shares were awarded to management under the Incentive Plan. For the six months ended June 30, 2018, 155,306 shares of restricted stock (June 30, 2017 – 138,516) and 72,414 performance shares (June 30, 2017— 73,684) were awarded to management under the incentive plan.

100

During the quarter ended June 30, 2018, the Corporation recognized $2.1 million of restricted stock expense related to management incentive awards, with a tax benefit of $0.4 million (June 30, 2017 - $1.9 million, with a tax benefit of $0.5 million). For the six months ended June 30, 2018, the Corporation recognized $4.8 million of restricted stock expense related to management incentive awards, with a tax benefit of $0.8 million (June 30, 2017 - $3.8 million, with a tax benefit of $0.6 million). For the six months ended June 30, 2018, the fair market value of the restricted stock and performance shares vested was $6 million at grant date and $8 million at vesting date. This triggers a windfall of $0.7 million that was recorded as a reduction on income tax expense. During the quarter ended June 30, 2018 the Corporation recognized $0.6 million of performance shares expense, with a tax benefit of $12 thousand (June 30, 2017 - $0.3 million, with a tax benefit of $42 thousand). For the six months ended June 30, 2018, the Corporation recognized $3.2 million of performance shares expense, with a tax benefit of $0.3 million (June 30, 2017 - $2.1 million, with a tax benefit of $0.2 million). The total unrecognized compensation cost related to non-vested restricted stock awards and performance shares to members of management at June 30, 2018 was $9.6 million and is expected to be recognized over a weighted-average period of 2.4 years.

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


(Not in thousands)	Restricted Stock			Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2016		—		$	—
Granted		25,771			38.42
Vested		(25,771	)		38.42
Forfeited		—			—

Non-vested at December 31, 2017		—		$	—
Granted		22,394			46.90
Vested		(22,394	)		46.90
Forfeited		—			—

Non-vested at June 30, 2018		—		$	—

During the quarter ended June 30, 2018, the Corporation granted 22,394 shares of restricted stock to members of the Board of Directors of Popular, Inc (June 30, 2017 - 25,771). During this period, the Corporation recognized $1.2 million of restricted stock expense related to these restricted stock grants, with a tax benefit of $0.2 million (June 30, 2017 - $0.3 million, with a tax benefit of $36 thousand). For the six months ended June 30, 2018, the Corporation granted 22,394 shares of restricted stock to members of the Board of Directors of Popular, Inc., which became vested at grant date (June 30, 2017 – 25,771). During this period, the Corporation recognized $1.5 million of restricted stock expense related to these restricted stock grants, with a tax benefit of $0.2 million (June 30, 2017 - $0.6 million, with a tax benefit of $68 thousand). The fair value at vesting date of the restricted stock vested during the six months ended June 30, 2018 for directors was $1.1 million.

101

Note 31—Income taxes

The reason for the difference between the income tax expense applicable to income before provision for income taxes and the amount computed by applying the statutory tax rate in Puerto Rico, were as follows:


	Quarters ended
	June 30, 2018						June 30, 2017
(In thousands)	Amount			% of pre-tax income			Amount			% of pre-tax income
Computed income tax expense at statutory rates	$	97,977			39	%	$	51,464			39	%
Net benefit of tax exempt interest income		(22,407	)		(9	)		(18,841	)		(14	)
Deferred tax asset valuation allowance		4,186			2			5,064			4
Difference in tax rates due to multiple jurisdictions		(2,238	)		(1	)		(831	)		(1	)
Effect of income subject to preferential tax rate ^[1]		(103,008	)		(41	)		(3,493	)		(3	)
State and local taxes		1,718			1			1,585			1
Others		(4,788	)		(2	)		784			1

Income tax (benefit) expense	$	(28,560	)		(11	)%	$	35,732			27	%

[1]	For the quarter ended June 30, 2018, includes the impact of the Tax Closing Agreement entered into in connection with the Westernbank FDIC-assisted Transaction.


	Six months ended
	June 30, 2018						June 30, 2017
(In thousands)	Amount			% of pre-tax income			Amount			% of pre-tax income
Computed income tax expense at statutory rates	$	142,234			39	%	$	100,585			39	%
Net benefit of tax exempt interest income		(45,400	)		(12	)		(36,845	)		(14	)
Deferred tax asset valuation allowance		11,412			3			10,120			4
Difference in tax rates due to multiple jurisdictions		(5,197	)		(2	)		(1,790	)		(1	)
Effect of income subject to preferential tax rate ^[1]		(106,056	)		(29	)		(6,512	)		(2	)
State and local taxes		3,081			1			2,864			1
Others		(6,479	)		(2	)		316			—

Income tax (benefit) expense	$	(6,405	)		(2	)%	$	68,738			27	%

[1]	For the six months ended June 30, 2018, includes the impact of the Tax Closing Agreement entered into in connection with the Westernbank FDIC-assisted Transaction.

The income tax benefit of $28.6 million reflects the impact of the Termination Agreement with the FDIC, discussed in Note 9. In June 2012, the Puerto Rico Department of the Treasury and the Corporation entered into a Tax Closing Agreement (the “Tax Closing Agreement”) to clarify the tax treatment related to the loans acquired in the FDIC Transaction in accordance with the provisions of the Puerto Rico Tax Code. The Tax Closing Agreement provides that these loans are capital assets and any principal amount collected in excess of the amount paid for such loans will be taxed as a capital gain. The Tax Closing Agreement further provides that the Corporation’s tax liability upon the termination of the Shared-Loss Agreements be calculated based on the “deemed sale” of the underlying loans. As a result, in connection with the Termination Agreement with the FDIC, the Corporation recognized an additional income tax expense of $49.8 million associated with the “deemed sale” incremental tax liability at the capital gains rate per the Tax Closing Agreement. In addition, the Corporation recognized an income tax benefit of $158.7 million related to the increase in deferred tax assets due to increase in the tax basis of the loans as a result of the “deemed sale” for a net tax benefit of $108.9 million. Also, the Corporation recorded an income tax expense of $45.0 million related to the gain resulting from the Termination Agreement, mainly related to the reversal of net deferred tax liability of the true-up payment obligation and the FDIC Loss Share Asset.

102

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


	June 30, 2018
(In thousands)	PR		US			Total
Deferred tax assets:
Tax credits available for carryforward	$	16,500	$	7,859		$	24,359
Net operating loss and other carryforward available		119,578		739,724			859,302
Postretirement and pension benefits		82,886		—			82,886
Deferred loan origination fees		3,583		(348	)		3,235
Allowance for loan losses		586,457		23,741			610,198
Deferred gains		—		2,733			2,733
Accelerated depreciation		1,300		7,461			8,761
FDIC-assisted transaction		108,327		—			108,327
Intercompany deferred (loss) gains		1,512		—			1,512
Difference in outside basis from pass-through entities		28,257		—			28,257
Other temporary differences		27,869		6,978			34,847

Total gross deferred tax assets		976,269		788,148			1,764,417

Deferred tax liabilities:
Indefinite-lived intangibles		33,713		38,199			71,912
Unrealized net gain (loss) on trading and available-for-sale securities		15,949		(16,861	)		(912	)
Other temporary differences		10,735		845			11,580

Total gross deferred tax liabilities		60,397		22,183			82,580

Valuation allowance		78,676		419,408			498,084

Net deferred tax asset	$	837,196	$	346,557		$	1,183,753


	December 31, 2017
(In thousands)	PR		US			Total
Deferred tax assets:
Tax credits available for carryforward	$	16,069	$	7,979		$	24,048
Net operating loss and other carryforward available		115,512		708,158			823,670
Postretirement and pension benefits		85,488		—			85,488
Deferred loan origination fees		3,669		958			4,627
Allowance for loan losses		603,462		20,708			624,170
Deferred gains		—		2,670			2,670
Accelerated depreciation		1,300		7,083			8,383
Intercompany deferred (loss) gains		224		—			224
Difference in outside basis from pass-through entities		30,424		—			30,424
Other temporary differences		25,084		6,901			31,985

Total gross deferred tax assets		881,232		754,457			1,635,689

Deferred tax liabilities:
FDIC-assisted transaction		60,402		—			60,402
Indefinite-lived intangibles		31,973		33,009			64,982
Unrealized net gain (loss) on trading and available-for-sale securities		26,364		(7,961	)		18,403
Other temporary differences		9,876		386			10,262

Total gross deferred tax liabilities		128,615		25,434			154,049

Valuation allowance		67,263		380,561			447,824

Net deferred tax asset	$	685,354	$	348,462		$	1,033,816

The net deferred tax asset shown in the table above at June 30, 2018 is reflected in the consolidated statements of financial condition as $1.2 billion in net deferred tax assets in the “Other assets” caption (December 31, 2017—$1.0 billion) and $1.5 million in deferred tax liabilities in the “Other liabilities” caption (December 31, 2017—$1.3 million), reflecting the aggregate deferred tax assets or liabilities of individual tax-paying subsidiaries of the Corporation in their respective tax jurisdiction, Puerto Rico or the United States.

103

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

At June 30, 2018 the net deferred tax asset of the U.S. operations amounted to $766 million with a valuation allowance of approximately $419 million, for a net deferred tax asset of approximately $347 million. As of June 30, 2018, management estimated that the U.S. operations would earn enough pre-tax Income during the carryover period to realize the total amount of net deferred tax asset after valuation allowance. After weighting all available positive and negative evidence, management concluded that is more likely than not that a portion of the deferred tax asset from the U.S. operation, amounting to approximately $347 million, will be realized. Management will continue to evaluate the realization of the deferred tax asset each quarter and adjust as any changes arises.

At June 30, 2018, the Corporation’s net deferred tax assets related to its Puerto Rico operations amounted to $837 million.

The Corporation’s Puerto Rico Banking operation is not in a cumulative three year loss position and has sustained profitability for the three year period ended June 30, 2018. This is considered a strong piece of objectively verifiable positive evidence that outweights any negative evidence considered by management in the evaluation of the realization of the deferred tax asset. Based on this evidence and management’s estimate of future taxable income, the Corporation has concluded that it is more likely than not that such net deferred tax asset of the Puerto Rico Banking operations will be realized.

The Popular, Inc., holding company (“PIHC”) operation is in a cumulative loss position taking into account taxable income exclusive of reversing temporary differences, for the three year period ended June 30, 2018. Management expects these losses will be a trend in future years. This objectively verifiable negative evidence is considered by management as strong negative evidence that will suggest that income in future years will be insufficient to support the realization of all deferred tax asset. After weighting of all positive and negative evidence management concluded, as of the reporting date, that it is more likely than not that the PIHC will not be able to realize any portion of the deferred tax assets, considering the criteria of ASC Topic 740. Accordingly, a valuation allowance is recorded on the deferred tax asset at the PIHC, which amounted to $79 million as of June 30, 2018.

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


(In millions)	2018		2017
Balance at January 1	$	7.3	$	7.4
Additions for tax positions—January through March		0.2		0.2

Balance at March 31	$	7.5	$	7.6
Additions for tax positions—April through June		0.3		0.3
Reduction as a result of settlements—April through June		—		(0.3	)

Balance at June 30	$	7.8	$	7.6

At June 30, 2018, the total amount of accrued interest recognized in the statement of financial condition approximated $3.1 million (December 31, 2017 - $2.7 million). The total interest expense recognized at June 30, 2018 was $328 thousand (June 30, 2017 - $307 thousand). Management determined that at June 30, 2018 and December 31, 2017 there was no need to accrue for the payment of penalties. The Corporation’s policy is to report interest related to unrecognized tax benefits in income tax expense, while the penalties, if any, are reported in other operating expenses in the consolidated statements of operations.

104

After consideration of the effect on U.S. federal tax of unrecognized U.S. state tax benefits, the total amount of unrecognized tax benefits, including U.S. and Puerto Rico, that if recognized, would affect the Corporation’s effective tax rate, was approximately $10.2 million at June 30, 2018 (December 31, 2017 - $9.0 million).

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions.

The Corporation and its subsidiaries file income tax returns in Puerto Rico, the U.S. federal jurisdiction, various U.S. states and political subdivisions, and foreign jurisdictions. At June 30, 2018, the following years remain subject to examination in the U.S. Federal jurisdiction: 2014 and thereafter; and in the Puerto Rico jurisdiction, 2013 and thereafter. The Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which could amount to approximately $4.7 million.

105

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

Additional disclosures on cash flow information and non-cash activities for the six months ended June 30, 2018 and June 30, 2017 are listed in the following table:


(In thousands)	June 30, 2018		June 30, 2017
Non-cash activities:
Loans transferred to other real estate	$	10,862	$	62,474
Loans transferred to other property		18,545		15,812

Total loans transferred to foreclosed assets		29,407		78,286
Financed sales of other real estate assets		8,576		7,318
Financed sales of other foreclosed assets		6,885		4,227

Total financed sales of foreclosed assets		15,461		11,545
Transfers from loans held-for-sale to loans held-in-portfolio		15,717		1,558
Loans securitized into investment securities ^[1]		256,046		348,004
Trades receivable from brokers and counterparties		38,552		60,511
Trades payable to brokers and counterparties		8,569		3,291
Receivables from investments maturities		50,000		—
Recognition of mortgage servicing rights on securitizations or asset transfers		4,923		5,839
Interest capitalized on loans subject to the temporary payment moratorium		481		—
Loans booked under the GNMA buy-back option		352,774		221
Gain from the FDIC Termination Agreement		102,752		—

[1]	Includes loans securitized into trading securities and subsequently sold before quarter end.

The following table provides a reconciliation of cash and due from banks, and restricted cash reported within the Consolidated Statement of Financial Condition that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows.


(In thousands)	June 30, 2018		June 30, 2017
Cash and due from banks	$	383,518	$	335,868
Restricted cash and due from banks		17,050		69,820
Restricted cash in money market investments		11,321		8,768

Total cash and due from banks, and restricted cash ^[2]	$	411,889	$	414,456

[2]	Refer to Note 4—Restrictions on cash and due from banks and certain securities for nature of restrictions.

106

Note 33—Segment reporting

The Corporation’s corporate structure consists of two reportable segments – Banco Popular de Puerto Rico and Popular U.S. These reportable segments pertain only to the continuing operations of Popular, Inc.

Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. The segments were determined based on the organizational structure, which focuses primarily on the markets the segments serve, as well as on the products and services offered by the segments.

Banco Popular de Puerto Rico:

Given that Banco Popular de Puerto Rico constitutes a significant portion of the Corporation’s results of operations and total assets at June 30, 2018, additional disclosures are provided for the business areas included in this reportable segment, as described below:

•

Commercial banking represents the Corporation’s banking operations conducted at BPPR, which are targeted mainly to corporate, small and middle size businesses. It includes aspects of the lending and depository businesses, as well as other finance and advisory services. BPPR allocates funds across business areas based on duration matched transfer pricing at market rates. This area also incorporates income related with the investment of excess funds, as well as a proportionate share of the investment function of BPPR.

•

Consumer and retail banking represents the branch banking operations of BPPR which focus on retail clients. It includes the consumer lending business operations of BPPR, as well as the lending operations of Popular Auto and Popular Mortgage. Popular Auto focuses on auto and lease financing, while Popular Mortgage focuses principally on residential mortgage loan originations. The consumer and retail banking area also incorporates income related with the investment of excess funds from the branch network, as well as a proportionate share of the investment function of BPPR.

•

Other financial services include the trust and asset management service units of BPPR, the brokerage and investment banking operations of Popular Securities, and the insurance agency and reinsurance businesses of Popular Insurance, Popular Insurance V.I., Popular Risk Services, and Popular Life Re. Most of the services that are provided by these subsidiaries generate profits based on fee income.

Popular U.S.:

Popular U.S. reportable segment consists of the banking operations of PB, E-LOAN, Inc., Popular Equipment Finance, Inc. and Popular Insurance Agency, U.S.A. PB operates through a retail branch network in the U.S. mainland under the name of Popular, while E-LOAN, Inc. supported PB’s deposit gathering through its online platform until March 31, 2017, when said operations were transferred to Popular Direct, a division of PB. During 2017, the E-LOAN brand was transferred to BPPR and is being used to offer personal loans through an online platform. Popular Equipment Finance, Inc. also holds a running-off loan portfolio as this subsidiary ceased originating loans during 2009. Popular Insurance Agency, U.S.A. offers investment and insurance services across the PB branch network.

The Corporate group consists primarily of the holding companies Popular, Inc., Popular North America, Popular International Bank and certain of the Corporation’s investments accounted for under the equity method, including EVERTEC and Centro Financiero BHD, Leon. The Corporate group also includes the expenses of certain corporate areas that are identified as critical to the organization including: Finance, Risk Management and Legal.

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

107

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


2018
For the quarter ended June 30, 2018
(In thousands)	Banco Popular de Puerto Rico			Popular Bank		Intersegment Eliminations
Net interest income	$	352,721		$	75,477	$	(2	)
Provision for loan losses		44,425			15,649		—
Non-interest income		220,190			5,139		(140	)
Amortization of intangibles		2,158			166		—
Depreciation expense		10,406			2,163		—
Other operating expenses		254,921			45,806		(137	)
Income tax (benefit) expense		(24,180	)		4,231		—

Net income	$	285,181		$	12,601	$	(5	)

Segment assets	$	37,883,250		$	9,468,740	$	(110,936	)


For the quarter ended June 30, 2018
(In thousands)	Reportable Segments			Corporate			Eliminations			Total Popular, Inc.
Net interest income (expense)	$	428,196		$	(14,060	)	$	—		$	414,136
Provision (reversal) for loan losses		60,074			(20	)		—			60,054
Non-interest income		225,189			10,790			(1,170	)		234,809
Amortization of intangibles		2,324			—			—			2,324
Depreciation expense		12,569			173			—			12,742
Other operating expenses		300,590			22,689			(677	)		322,602
Income tax (benefit) expense		(19,949	)		(8,423	)		(188	)		(28,560	)

Net income (loss)	$	297,777		$	(17,689	)	$	(305	)	$	279,783

Segment assets	$	47,241,054		$	5,344,785		$	(5,050,662	)	$	47,535,177


For the six months ended June 30, 2018
(In thousands)	Banco Popular de Puerto Rico		Popular Bank		Intersegment Eliminations
Net interest income	$	684,989	$	150,470	$	2
Provision for loan losses		102,894		28,264		—
Non-interest income		316,815		9,480		(279	)
Amortization of intangibles		4,317		332		—
Depreciation expense		20,934		4,281		—
Other operating expenses		495,450		91,026		(273	)
Income tax expense		1,667		5,320		—

Net income	$	376,542	$	30,727	$	(4	)

Segment assets	$	37,883,250	$	9,468,740	$	(110,936	)


For the six months ended June 30, 2018
(In thousands)	Reportable Segments		Corporate			Eliminations			Total Popular, Inc.
Net interest income (expense)	$	835,461	$	(28,278	)	$	—		$	807,183
Provision (reversal) for loan losses		131,158		(41	)		—			131,117
Non-interest income		326,016		23,738			(1,448	)		348,306
Amortization of intangibles		4,649		—			—			4,649
Depreciation expense		25,215		360			—			25,575
Other operating expenses		586,203		44,771			(1,528	)		629,446
Income tax expense (benefit)		6,987		(13,435	)		43			(6,405	)

Net income (loss)	$	407,265	$	(36,195	)	$	37		$	371,107

Segment assets	$	47,241,054	$	5,344,785		$	(5,050,662	)	$	47,535,177

108


2017
For the quarter ended June 30, 2017
(In thousands)	Banco Popular de Puerto Rico		Popular Bank		Intersegment Eliminations
Net interest income	$	319,667	$	69,702	$	(50	)
Provision for loan losses		50,373		7,791		—
Non-interest income		102,140		5,204		(146	)
Amortization of intangibles		2,178		166		—
Depreciation expense		9,812		2,160		—
Other operating expenses		233,729		40,267		(138	)
Income tax expense		31,652		10,029		(23	)

Net income	$	94,063	$	14,493	$	(35	)

Segment assets	$	32,004,896	$	8,974,157	$	(14,533	)



For the quarter ended June 30, 2017
(In thousands)	Reportable Segments		Corporate			Eliminations			Total Popular, Inc.
Net interest income (expense)	$	389,319	$	(14,840	)	$	—		$	374,479
Provision for loan losses		58,164		270			(5,955	)		52,479
Non-interest income		107,198		10,912			(1,317	)		116,793
Amortization of intangibles		2,344		—			—			2,344
Depreciation expense		11,972		157			—			12,129
Other operating expenses		273,858		19,275			(771	)		292,362
Income tax expense (benefit)		41,658		(8,036	)		2,110			35,732

Net income (loss)	$	108,521	$	(15,594	)	$	3,299		$	96,226

Segment assets	$	40,964,520	$	5,013,932		$	(4,735,783	)	$	41,242,669



For the six months ended June 30, 2017
(In thousands)	Banco Popular de Puerto Rico		Popular Bank		Intersegment Eliminations
Net interest income	$	629,879	$	136,821	$	(214	)
Provision for loan losses		80,491		18,371		—
Non-interest income		201,872		10,135		(290	)
Amortization of intangibles		4,357		332		—
Depreciation expense		19,545		4,063		—
Other operating expenses		470,030		81,980		(276	)
Income tax expense		65,650		17,319		(93	)

Net income	$	191,678	$	24,891	$	(135	)

Segment assets	$	32,004,896	$	8,974,157	$	(14,533	)



For the six months ended June 30, 2017
(In thousands)	Reportable Segments		Corporate			Eliminations			Total Popular, Inc.
Net interest income (expense)	$	766,486	$	(29,909	)	$	—		$	736,577
Provision for loan losses		98,862		270			(5,955	)		93,177
Non-interest income		211,717		22,339			(1,394	)		232,662
Amortization of intangibles		4,689		—			—			4,689
Depreciation expense		23,608		320			—			23,928
Other operating expenses		551,734		39,201			(1,399	)		589,536
Income tax expense (benefit)		82,876		(16,459	)		2,321			68,738

Net income (loss)	$	216,434	$	(30,902	)	$	3,639		$	189,171

Segment assets	$	40,964,520	$	5,013,932		$	(4,735,783	)	$	41,242,669

109

Additional disclosures with respect to the Banco Popular de Puerto Rico reportable segment are as follows:


2018
For the quarter ended June 30, 2018
Banco Popular de Puerto Rico
(In thousands)	Commercial Banking		Consumer and Retail Banking		Other Financial Services		Eliminations and Other Adjustments [1]			Total Banco Popular de Puerto Rico
Net interest income	$	145,674	$	205,795	$	1,258	$	(6	)	$	352,721
Provision for loan losses		9,754		34,671		—		—			44,425
Non-interest income		23,930		69,967		23,764		102,529			220,190
Amortization of intangibles		51		1,071		1,036		—			2,158
Depreciation expense		4,341		5,912		153		—			10,406
Other operating expenses		60,639		172,031		14,367		7,884			254,921
Income tax expense (benefit)		24,697		11,732		3,279		(63,888	)		(24,180	)

Net income	$	70,122	$	50,345	$	6,187	$	158,527		$	285,181

Segment assets	$	26,355,657	$	21,007,705	$	536,164	$	(10,016,276	)	$	37,883,250

[1]

Includes the impact of the Termination Agreement with the FDIC and the Tax Closing Agreement entered into in connection with the FDIC transaction. These transactions resulted in a gain of $102.8 million reported in the non-interest income line, other operating expenses of $8.1 million and a net tax benefit of $63.9 million. Refer to Notes 9 and 31 to the Consolidated Financial Statements for additional information.


For the six months ended June 30, 2018
Banco Popular de Puerto Rico
(In thousands)	Commercial Banking		Consumer and Retail Banking		Other Financial Services		Eliminations and Other Adjustments [1]			Total Banco Popular de Puerto Rico
Net interest income	$	284,944	$	397,229	$	2,834	$	(18	)	$	684,989
Provision for loan losses		30,447		72,447		—		—			102,894
Non-interest income		36,492		131,824		46,213		102,286			316,815
Amortization of intangibles		103		2,140		2,074		—			4,317
Depreciation expense		8,630		11,997		307		—			20,934
Other operating expenses		120,900		334,521		32,400		7,629			495,450
Income tax expense (benefit)		41,572		19,189		4,794		(63,888	)		1,667

Net income	$	119,784	$	88,759	$	9,472	$	158,527		$	376,542

Segment assets	$	26,355,657	$	21,007,705	$	536,164	$	(10,016,276	)	$	37,883,250

[1]


2017
For the quarter ended June 30, 2017
Banco Popular de Puerto Rico
(In thousands)	Commercial Banking		Consumer and Retail Banking		Other Financial Services		Eliminations			Total Banco Popular de Puerto Rico
Net interest income	$	128,364	$	189,997	$	1,295	$	11		$	319,667
Provision for loan losses		896		49,477		—		—			50,373
Non-interest income		21,335		58,520		22,346		(61	)		102,140
Amortization of intangibles		50		1,073		1,055		—			2,178
Depreciation expense		4,346		5,285		181		—			9,812
Other operating expenses		54,602		166,694		12,505		(72	)		233,729
Income tax expense		26,779		1,068		3,805		—			31,652

Net income	$	63,026	$	24,920	$	6,095	$	22		$	94,063

Segment assets	$	19,409,235	$	18,254,883	$	468,540	$	(6,127,762	)	$	32,004,896

110


For the six months ended June 30, 2017
Banco Popular de Puerto Rico
(In thousands)	Commercial Banking		Consumer and Retail Banking		Other Financial Services		Eliminations			Total Banco Popular de Puerto Rico
Net interest income	$	248,660	$	378,129	$	3,082	$	8		$	629,879
Provision for loan losses		323		80,168		—		—			80,491
Non-interest income		40,763		116,591		44,657		(139	)		201,872
Amortization of intangibles		104		2,140		2,113		—			4,357
Depreciation expense		8,608		10,552		385		—			19,545
Other operating expenses		115,435		327,958		26,797		(160	)		470,030
Income tax expense		48,855		10,051		6,744		—			65,650

Net income	$	116,098	$	63,851	$	11,700	$	29		$	191,678

Segment assets	$	19,409,235	$	18,254,883	$	468,540	$	(6,127,762	)	$	32,004,896

Geographic Information


	Quarter ended				Six months ended
(in thousands)	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Revenues:
Puerto Rico	$	542,173	$	394,086	$	941,587	$	778,534
United States		87,045		78,283		173,573		153,126
Other		19,727		18,903		40,329		37,579

Total consolidated revenues	$	648,945	$	491,272	$	1,155,489	$	969,239

[1]

Total revenues include net interest income (expense), service charges on deposit accounts, other service fees, mortgage banking activities, net gain (loss) and valuation adjustments on investment securities, trading account (loss) profit, net (loss) gain on sale of loans and valuation adjustments on loans held-for-sale, adjustments to indemnity reserves on loans sold, FDIC loss share (expense) income and other operating income.

Selected Balance Sheet Information:


(In thousands)	June 30, 2018		December 31, 2017
Puerto Rico
Total assets	$	36,721,033	$	33,705,624
Loans		17,036,052		17,591,078
Deposits		30,748,039		27,575,292
United States
Total assets	$	9,921,233	$	9,648,865
Loans		6,937,782		6,608,056
Deposits		7,086,447		6,635,153
Other
Total assets	$	892,911	$	922,848
Loans		708,541		743,329
Deposits ^[1]		1,543,075		1,243,063

[1]	Represents deposits from BPPR operations located in the U.S. and British Virgin Islands.

111

Note 34—Subsequent events

Acquisition of Wells Fargo’s Auto Finance Business in Puerto Rico

On August 1, 2018, Popular Auto, LLC (“Popular Auto”), Banco Popular de Puerto Rico’s auto finance subsidiary, completed the previously announced acquisition of certain assets and the assumption of certain liabilities related to Wells Fargo & Company’s (“Wells Fargo”) auto finance business in Puerto Rico (“Reliable”).

Popular Auto acquired approximately $1.6 billion in retail auto loans and $360 million in primarily auto-related commercial loans. Reliable will continue operating as a Division of Popular Auto in parallel with Popular Auto’s existing operations for a period of time after closing to provide continuity of service to Reliable customers while allowing Popular to assess best practices before completing the integration of the two operations. Substantially all Reliable employees have received and accepted offers of employment from Popular Auto.

Wells Fargo retained approximately $385 million in retail auto loans as part of the transaction and has entered into a loan servicing agreement with Popular Auto with respect to such loans.

The Corporation will account for this transaction as a business combination under U.S. GAAP, in accordance with ASC 805.

Redemption of Trust Preferred Securities

On August 6, 2018, Popular North America, Inc. delivered a redemption notice to the Property Trustee for BanPonce Trust I, which will result in the redemption of its $52,865,000 liquidation amount of 8.327% Capital Securities, Series A ($1,000 liquidation amount per security), CUSIP No. 066915AA7 (being all of its 8.327% Capital Securities, Series A outstanding), on September 7, 2018. The redemption price of each security will be equal to 100% of the liquidation amount of the securities plus accumulated and unpaid distributions up to and excluding the redemption date.

112

Note 35—Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities

The following condensed consolidating financial information presents the financial position of Popular, Inc. Holding Company (“PIHC”) (parent only), Popular North America, Inc. (“PNA”) and all other subsidiaries of the Corporation at June 30, 2018 and December 31, 2017, and the results of their operations and cash flows for periods ended June 30, 2018 and 2017.

PNA is an operating, wholly-owned subsidiary of PIHC and is the holding company of its wholly-owned subsidiaries: Equity One, Inc. and Popular Bank (“PB”), including PB’s wholly-owned subsidiaries Popular Equipment Finance, Inc., Popular Insurance Agency, U.S.A., and E-LOAN, Inc.

PIHC fully and unconditionally guarantees all registered debt securities issued by PNA.

113

Condensed Consolidating Statement of Financial Condition (Unaudited)


	At June 30, 2018
(In thousands)	Popular Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Assets:
Cash and due from banks	$	62,429		$	—		$	400,576		$	(62,437	)	$	400,568
Money market investments		211,494			1,920			8,627,948			(212,920	)		8,628,442
Trading account debt securities, at fair value		—			—			41,637			—			41,637
Debt securities available-for-sale, at fair value		—			—			10,542,010			—			10,542,010
Debt securities held-to-maturity, at amortized cost		8,725			4,472			91,740			—			104,937
Equity securities		5,849			20			153,281			(133	)		159,017
Investment in subsidiaries		5,385,074			1,644,224			—			(7,029,298	)		—
Loans held-for-sale, at lower of cost or fair value		—			—			73,859			—			73,859

Loans held-in-portfolio:
Loans not covered under loss-sharing agreements with the FDIC		37,260			—			24,713,786			1,654			24,752,700
Less—Unearned income		—			—			144,184			—			144,184
Allowance for loan losses		225			—			642,793			—			643,018

Total loans held-in-portfolio, net		37,035			—			23,926,809			1,654			23,965,498

Premises and equipment, net		3,396			—			545,036			—			548,432
Other real estate not covered under loss-sharing agreements with the FDIC		—			—			142,063			—			142,063
Accrued income receivable		556			112			165,324			(400	)		165,592
Mortgage servicing assets, at fair value		—			—			164,025			—			164,025
Other assets		370,895			35,100			1,850,389			(315,604	)		1,940,780
Goodwill		—			—			627,295			(1	)		627,294
Other intangible assets		6,114			—			24,909			—			31,023

Total assets	$	6,091,567		$	1,685,848		$	47,376,901		$	(7,619,139	)	$	47,535,177

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing	$	—		$	—		$	9,454,700		$	(62,437	)	$	9,392,263
Interest bearing		—			—			30,198,218			(212,920	)		29,985,298

Total deposits		—			—			39,652,918			(275,357	)		39,377,561

Assets sold under agreements to repurchase		—			—			306,911			—			306,911
Other short-term borrowings		—			4,301			1,200			(4,301	)		1,200
Notes payable		738,727			148,552			674,384			—			1,561,663
Other liabilities		63,092			6,308			1,244,962			(316,181	)		998,181

Total liabilities		801,819			159,161			41,880,375			(595,839	)		42,245,516

Stockholders’ equity:
Preferred stock		50,160			—			—			—			50,160
Common stock		1,043			2			56,307			(56,309	)		1,043
Surplus		4,294,419			4,100,893			5,726,578			(9,818,944	)		4,302,946
Retained earnings (accumulated deficit)		1,523,585			(2,516,565	)		208,906			2,299,132			1,515,058
Treasury stock, at cost		(82,667	)		—			—			(87	)		(82,754	)
Accumulated other comprehensive loss, net of tax		(496,792	)		(57,643	)		(495,265	)		552,908			(496,792	)

Total stockholders’ equity		5,289,748			1,526,687			5,496,526			(7,023,300	)		5,289,661

Total liabilities and stockholders’ equity	$	6,091,567		$	1,685,848		$	47,376,901		$	(7,619,139	)	$	47,535,177

114

Condensed Consolidating Statement of Financial Condition (Unaudited)


	At December 31, 2017
(In thousands)	Popular, Inc. Holding Co.		PNA Holding Co.			All other subsidiaries and eliminations		Elimination entries			Popular, Inc. Consolidated
Assets:
Cash and due from banks	$	47,663	$	462		$	402,910	$	(48,178	)	$	402,857
Money market investments		246,457		2,807			5,254,662		(248,807	)		5,255,119
Trading account debt securities, at fair value		—		—			33,926		—			33,926
Debt securities available-for-sale, at fair value		—		—			10,176,923		—			10,176,923
Debt securities held-to-maturity, at amortized cost		8,726		4,472			93,821		—			107,019
Equity securities		5,109		20			160,075		(101	)		165,103
Investment in subsidiaries		5,494,410		1,646,287			—		(7,140,697	)		—
Loans held-for-sale, at lower of cost or fair value		—		—			132,395		—			132,395

Loans held-in-portfolio:
Loans not covered under loss-sharing agreements with the FDIC		33,221		—			24,384,251		5,955			24,423,427
Loans covered under loss-sharing agreements with the FDIC		—		—			517,274		—			517,274
Less—Unearned income		—		—			130,633		—			130,633
Allowance for loan losses		266		—			623,160		—			623,426

Total loans held-in-portfolio, net		32,955		—			24,147,732		5,955			24,186,642

FDIC loss-share asset		—		—			45,192		—			45,192
Premises and equipment, net		3,365		—			543,777		—			547,142
Other real estate not covered under loss-sharing agreements with the FDIC		—		—			169,260		—			169,260
Other real estate covered under loss-sharing agreements with the FDIC		—		—			19,595		—			19,595
Accrued income receivable		369		112			213,574		(211	)		213,844
Mortgage servicing assets, at fair value		—		—			168,031		—			168,031
Other assets		61,319		34,312			1,912,727		(17,035	)		1,991,323
Goodwill		—		—			627,294		—			627,294
Other intangible assets		6,114		—			29,558		—			35,672

Total assets	$	5,906,487	$	1,688,472		$	44,131,452	$	(7,449,074	)	$	44,277,337

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing	$	—	$	—		$	8,539,123	$	(48,178	)	$	8,490,945
Interest bearing		—		—			27,211,370		(248,807	)		26,962,563

Total deposits		—		—			35,750,493		(296,985	)		35,453,508

Assets sold under agreements to repurchase		—		—			390,921		—			390,921
Other short-term borrowings		—		—			96,208		—			96,208
Notes payable		737,685		148,539			650,132		—			1,536,356
Other liabilities		64,813		5,276			1,641,383		(15,033	)		1,696,439

Total liabilities		802,498		153,815			38,529,137		(312,018	)		39,173,432

Stockholders’ equity:
Preferred stock		50,160		—			—		—			50,160
Common stock		1,042		2			56,307		(56,309	)		1,042
Surplus		4,289,976		4,100,848			5,728,978		(9,821,299	)		4,298,503
Retained earnings (accumulated deficit)		1,203,521		(2,536,707	)		165,878		2,362,302			1,194,994

115


Treasury stock, at cost		(90,058	)		—			—			(84	)		(90,142	)
Accumulated other comprehensive loss, net of tax		(350,652	)		(29,486	)		(348,848	)		378,334			(350,652	)

Total stockholders’ equity		5,103,989			1,534,657			5,602,315			(7,137,056	)		5,103,905

Total liabilities and stockholders’ equity	$	5,906,487		$	1,688,472		$	44,131,452		$	(7,449,074	)	$	44,277,337

Condensed Consolidating Statement of Operations (Unaudited)


	Quarter ended June 30, 2018
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Interest and dividend income:
Dividend income from subsidiaries	$	325,000		$	—		$	—		$	(325,000	)	$	—
Loans		539			—			385,759			(21	)		386,277
Money market investments		996			1			36,391			(996	)		36,392
Investment securities		150			80			57,951			—			58,181

Total interest and dividend income		326,685			81			480,101			(326,017	)		480,850

Interest expense:
Deposits		—			—			46,224			(996	)		45,228
Short-term borrowings		—			21			1,752			(21	)		1,752
Long-term debt		13,117			2,691			3,926			—			19,734

Total interest expense		13,117			2,712			51,902			(1,017	)		66,714

Net interest income (expense)		313,568			(2,631	)		428,199			(325,000	)		414,136
Provision (reversal) for loan losses- non-covered loans		(20	)		—			60,074			—			60,054

Net interest income (expense) after provision for loan losses		313,588			(2,631	)		368,125			(325,000	)		354,082

Service charges on deposit accounts		—			—			37,102			—			37,102
Other service fees		—			—			64,024			(1,148	)		62,876
Mortgage banking activities		—			—			10,071			—			10,071
Net gain, including impairment on equity securities		46			—			198			(10	)		234
Net profit on trading account debt securities		—			—			21			—			21
Adjustments (expense) to indemnity reserves on loans sold		—			—			(527	)		—			(527	)
FDIC loss-share income		—			—			102,752			—			102,752
Other operating income (expense)		3,751			(355	)		18,895			(11	)		22,280

Total non-interest income (expense)		3,797			(355	)		232,536			(1,169	)		234,809

Operating expenses:
Personnel costs		12,651			—			111,681			—			124,332
Net occupancy expenses		1,107			—			21,318			—			22,425
Equipment expenses		1,036			1			16,738			—			17,775
Other taxes		56			—			10,820			—			10,876
Professional fees		5,712			77			88,192			(78	)		93,903
Communications		124			—			5,258			—			5,382
Business promotion		405			—			16,373			—			16,778
FDIC deposit insurance		—			—			7,004			—			7,004
Other real estate owned (OREO) expenses		—			—			6,947			—			6,947
Other operating expenses		(22,588	)		40			53,069			(599	)		29,922
Amortization of intangibles		—			—			2,324			—			2,324

Total operating expenses		(1,497	)		118			339,724			(677	)		337,668

116


Income (loss) before income tax and equity in earnings (losses) of subsidiaries		318,882			(3,104	)		260,937			(325,492	)		251,223
Income tax expense (benefit)		—			349			(28,721	)		(188	)		(28,560	)

Income (loss) before equity in earnings (losses) of subsidiaries		318,882			(3,453	)		289,658			(325,304	)		279,783
Equity in undistributed (losses) earnings of subsidiaries		(39,099	)		10,198			—			28,901			—

Net Income	$	279,783		$	6,745		$	289,658		$	(296,403	)	$	279,783

Comprehensive income, net of tax	$	245,829		$	770		$	256,093		$	(256,863	)	$	245,829

117

Condensed Consolidating Statement of Operations (Unaudited)


	Six months ended June 30, 2018
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Interest and dividend income:
Dividend income from subsidiaries	$	350,000		$	—		$	—		$	(350,000	)	$	—
Loans		1,064			—			758,824			(27	)		759,861
Money market investments		1,838			2			58,676			(1,839	)		58,677
Investment securities		297			161			114,932			—			115,390

Total interest and dividend income		353,199			163			932,432			(351,866	)		933,928

Interest expense:
Deposits		—			—			85,755			(1,839	)		83,916
Short-term borrowings		—			27			3,765			(27	)		3,765
Long-term debt		26,235			5,383			7,446			—			39,064

Total interest expense		26,235			5,410			96,966			(1,866	)		126,745

Net interest income (expense)		326,964			(5,247	)		835,466			(350,000	)		807,183
Provision (reversal) for loan losses- non-covered loans		(41	)		—			129,428			—			129,387
Provision for loan losses- covered loans		—			—			1,730			—			1,730

Net interest income (expense) after provision for loan losses		327,005			(5,247	)		704,308			(350,000	)		676,066

Service charges on deposit accounts		—			—			73,557			—			73,557
Other service fees		—			—			124,871			(1,393	)		123,478
Mortgage banking activities		—			—			22,139			—			22,139
Net gain (loss), including impairment on equity securities		4			—			(386	)		(30	)		(412	)
Net loss on trading account debt securities		—			—			(177	)		—			(177	)
Adjustments (expense) to indemnity reserves on loans sold		—			—			(3,453	)		—			(3,453	)
FDIC loss-share income		—			—			94,725			—			94,725
Other operating income		7,496			396			30,582			(25	)		38,449

Total non-interest income		7,500			396			341,858			(1,448	)		348,306

Operating expenses:
Personnel costs		27,562			—			222,622			—			250,184
Net occupancy expenses		2,097			—			43,130			—			45,227
Equipment expenses		1,544			2			33,435			—			34,981
Other taxes		97			1			21,680			—			21,778
Professional fees		9,356			108			167,747			(323	)		176,888
Communications		236			—			11,052			—			11,288
Business promotion		803			—			27,984			—			28,787
FDIC deposit insurance		—			—			13,924			—			13,924
Other real estate owned (OREO) expenses		—			—			13,078			—			13,078
Other operating expenses		(40,752	)		54			100,789			(1,205	)		58,886
Amortization of intangibles		—			—			4,649			—			4,649

Total operating expenses		943			165			660,090			(1,528	)		659,670

Income (loss) before income tax and equity in earnings of subsidiaries		333,562			(5,016	)		386,076			(349,920	)		364,702
Income tax expense (benefit)		—			892			(7,340	)		43			(6,405	)

Income (loss) before equity in earnings of subsidiaries		333,562			(5,908	)		393,416			(349,963	)		371,107
Equity in undistributed earnings of subsidiaries		37,545			26,050			—			(63,595	)		—

Net income	$	371,107		$	20,142		$	393,416		$	(413,558	)	$	371,107

Comprehensive income (loss), net of tax	$	224,967		$	(8,015	)	$	246,999		$	(238,984	)	$	224,967

118

Condensed Consolidating Statement of Operations (Unaudited)


	Quarter ended June 30, 2017
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Interest and dividend income:
Dividend income from subsidiaries	$	27,500		$	—		$	—		$	(27,500	)	$	—
Loans		114			—			367,555			—			367,669
Money market investments		609			18			11,132			(628	)		11,131
Investment securities		141			81			49,711			—			49,933

Total interest and dividend income		28,364			99			428,398			(28,128	)		428,733

Interest expense:
Deposits		—			—			34,720			(628	)		34,092
Short-term borrowings		—			—			1,115			—			1,115
Long-term debt		13,117			2,691			3,239			—			19,047

Total interest expense		13,117			2,691			39,074			(628	)		54,254

Net interest income (expense)		15,247			(2,592	)		389,324			(27,500	)		374,479
Provision for loan losses- non-covered loans		269			—			55,651			(5,955	)		49,965
Provision for loan losses- covered loans		—			—			2,514			—			2,514

Net interest income (expense) after provision for loan losses		14,978			(2,592	)		331,159			(21,545	)		322,000

Service charges on deposit accounts		—			—			41,073			—			41,073
Other service fees		—			—			60,473			(1,305	)		59,168
Mortgage banking activities		—			—			10,741			—			10,741
Other-than-temporary impairment losses on debt securities		—			—			(8,299	)		—			(8,299	)
Net gain, including impairment on equity securities		—			—			19			—			19
Net profit (loss) on trading account debt securities		280			—			(932	)		(3	)		(655	)
Adjustments (expense) to indemnity reserves on loans sold		—			—			(2,930	)		—			(2,930	)
FDIC loss-share expense		—			—			(475	)		—			(475	)
Other operating income		4,520			416			13,223			(8	)		18,151

Total non-interest income		4,800			416			112,893			(1,316	)		116,793

Operating expenses:
Personnel costs		11,974			—			104,974			—			116,948
Net occupancy expenses		1,035			—			21,230			—			22,265
Equipment expenses		485			—			15,765			—			16,250
Other taxes		46			—			10,694			—			10,740
Professional fees		3,675			33			69,433			(207	)		72,934
Communications		130			—			5,769			—			5,899
Business promotion		540			—			12,826			—			13,366
FDIC deposit insurance		—			—			6,172			—			6,172
Other real estate owned (OREO) expenses		—			—			16,670			—			16,670
Other operating expenses		(16,865	)		13			40,662			(563	)		23,247
Amortization of intangibles		—			—			2,344			—			2,344

Total operating expenses		1,020			46			306,539			(770	)		306,835

Income (loss) before income tax and equity in earnings of subsidiaries		18,758			(2,222	)		137,513			(22,091	)		131,958
Income tax expense (benefit)		—			(777	)		34,399			2,110			35,732

119


Income (loss) before equity in earnings of subsidiaries		18,758		(1,445	)		103,114		(24,201	)		96,226
Equity in undistributed earnings of subsidiaries		77,468		12,995			—		(90,463	)		—

Net Income	$	96,226	$	11,550		$	103,114	$	(114,664	)	$	96,226

Comprehensive income, net of tax	$	113,195	$	13,459		$	120,441	$	(133,900	)	$	113,195

120

Condensed Consolidating Statement of Operations (Unaudited)


	Six months ended June 30, 2017
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Interest and dividend income:
Dividend income from subsidiaries	$	156,500		$	—		$	—		$	(156,500	)	$	—
Loans		129			—			730,676			—			730,805
Money market investments		1,090			39			17,704			(1,129	)		17,704
Investment securities		283			161			95,775			—			96,219

Total interest and dividend income		158,002			200			844,155			(157,629	)		844,728

Interest expense:
Deposits		—			—			68,978			(1,129	)		67,849
Short-term borrowings		—			—			2,210			—			2,210
Long-term debt		26,235			5,383			6,474			—			38,092

Total interest expense		26,235			5,383			77,662			(1,129	)		108,151

Net interest income (expense)		131,767			(5,183	)		766,493			(156,500	)		736,577
Provision for loan losses- non-covered loans		269			—			97,708			(5,955	)		92,022
Provision for loan losses- covered loans		—			—			1,155			—			1,155

Net interest income (expense) after provision for loan losses		131,498			(5,183	)		667,630			(150,545	)		643,400

Service charges on deposit accounts		—			—			80,609			—			80,609
Other service fees		—			—			116,731			(1,388	)		115,343
Mortgage banking activities		—			—			22,110			—			22,110
Other-than-temporary impairment losses on debt securities		—			—			(8,299	)		—			(8,299	)
Net gain, including impairment on equity securities		—			—			181			—			181
Net profit (loss) on trading account debt securities		160			—			(1,101	)		8			(933	)
Adjustments (expense) to indemnity reserves on loans sold		—			—			(4,896	)		—			(4,896	)
FDIC loss-share expense		—			—			(8,732	)		—			(8,732	)
Other operating income		9,175			1,225			26,893			(14	)		37,279

Total non-interest income		9,335			1,225			223,496			(1,394	)		232,662

Operating expenses:
Personnel costs		25,788			—			214,900			—			240,688
Net occupancy expenses		1,949			—			41,092			—			43,041
Equipment expenses		1,067			—			31,153			—			32,220
Other taxes		92			—			21,617			—			21,709
Professional fees		6,188			(492	)		136,778			(290	)		142,184
Communications		282			—			11,566			—			11,848
Business promotion		959			—			23,983			—			24,942
FDIC deposit insurance		—			—			12,665			—			12,665
Other real estate owned (OREO) expenses		—			—			29,488			—			29,488
Other operating expenses		(35,655	)		26			91,417			(1,109	)		54,679
Amortization of intangibles		—			—			4,689			—			4,689

Total operating expenses		670			(466	)		619,348			(1,399	)		618,153

Income (loss) before income tax and equity in earnings of subsidiaries		140,163			(3,492	)		271,778			(150,540	)		257,909
Income tax expense (benefit)		—			(1,222	)		67,639			2,321			68,738

Income (loss) before equity in earnings of subsidiaries		140,163			(2,270	)		204,139			(152,861	)		189,171
Equity in undistributed earnings of subsidiaries		49,008			21,628			—			(70,636	)		—

Net Income	$	189,171		$	19,358		$	204,139		$	(223,497	)	$	189,171

Comprehensive income, net of tax	$	206,514		$	21,286		$	221,490		$	(242,776	)	$	206,514

121

Condensed Consolidating Statement of Cash Flows (Unaudited)


	Six months ended June 30, 2018
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Cash flows from operating activities:
Net income	$	371,107		$	20,142		$	393,416		$	(413,558	)	$	371,107

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of dividends or distributions		(37,545	)		(26,050	)		—			63,595			—
Dividends receivable from subsidiaries		(300,000	)		—			—			300,000			—
Provision for loan losses		(41	)		—			131,158			—			131,117
Amortization of intangibles		—			—			4,649			—			4,649
Depreciation and amortization of premises and equipment		360			—			25,215			—			25,575
Net accretion of discounts and amortization of premiums and deferred fees		1,043			14			(16,303	)		—			(15,246	)
Share-based compensation		3,711			—			1,734			—			5,445
Impairment losses on long-lived assets		—			—			272			—			272
Fair value adjustments on mortgage servicing rights		—			—			8,929			—			8,929
FDIC loss-share income		—			—			(94,725	)		—			(94,725	)
Adjustments to indemnity reserves on loans sold		—			—			3,453			—			3,453
Earnings from investments under the equity method, net of dividends or distributions		(7,497	)		(396	)		2,493			—			(5,400	)
Deferred income tax (benefit) expense		—			(933	)		(140,176	)		43			(141,066	)
(Gain) loss on:
Disposition of premises and equipment and other productive assets		(5	)		—			(675	)		—			(680	)
Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities		—			—			(3,602	)		—			(3,602	)
Sale of foreclosed assets, including write-downs		—			—			566			—			566
Acquisitions of loans held-for-sale		—			—			(112,687	)		—			(112,687	)
Proceeds from sale of loans held-for-sale		—			—			29,519			—			29,519
Net originations on loans held-for-sale		—			—			(112,975	)		—			(112,975	)
Net decrease (increase) in:
Trading securities		—			—			219,005			(101	)		218,904
Equity securities		(739	)		—			(385	)		—			(1,124	)
Accrued income receivable		(187	)		—			48,250			189			48,252
Other assets		(847	)		44			189,494			849			189,540
Net increase (decrease) in:
Interest payable		—			25			214			(189	)		50
Pension and other postretirement benefits obligations		—			—			2,363			—			2,363
Other liabilities		(2,082	)		1,006			(179,060	)		(958	)		(181,094	)

Total adjustments		(343,829	)		(26,290	)		6,726			363,428			35

Net cash provided (used in) by operating activities		27,278			(6,148	)		400,142			(50,130	)		371,142

Cash flows from investing activities:
Net decrease (increase) in money market investments		35,000			888			(3,371,774	)		(35,888	)		(3,371,774	)
Purchases of investment securities:
Available-for-sale		—			—			(2,767,257	)		—			(2,767,257	)
Equity		—			—			(11,309	)		133			(11,176	)
Proceeds from calls, paydowns, maturities and redemptions of investment securities:
Available-for-sale		—			—			2,291,230			—			2,291,230
Held-to-maturity		—			—			3,030			—			3,030
Proceeds from sale of investment securities:
Equity		—			—			18,387			—			18,387
Net (disbursements) repayments on loans		(4,040	)		—			61,629			4,301			61,890
Acquisition of loan portfolios		—			—			(326,503	)		—			(326,503	)
Net payments (to) from FDIC under loss-sharing agreements		—			—			(25,012	)		—			(25,012	)

122


Return of capital from equity method investments		—			497			1,022			—			1,519
Capital contribution to subsidiary		(10,000	)		—			—			10,000			—
Return of capital from wholly-owned subsidiaries		13,000			—			—			(13,000	)		—
Acquisition of premises and equipment		(405	)		—			(31,285	)		—			(31,690	)
Proceeds from insurance claims		—			—			720			—			720
Proceeds from sale of:
Premises and equipment and other productive assets		9			—			5,213			—			5,222
Foreclosed assets		—			—			59,497			—			59,497

Net cash provided by (used in) investing activities		33,564			1,385			(4,092,412	)		(34,454	)		(4,091,917	)

Cash flows from financing activities:
Net increase (decrease) in:
Deposits		—			—			3,899,404			21,629			3,921,033
Assets sold under agreements to repurchase		—			—			(84,010	)		—			(84,010	)
Other short-term borrowings		—			4,301			(95,008	)		(4,301	)		(95,008	)
Payments of notes payable		—			—			(115,749	)		—			(115,749	)
Proceeds from issuance of notes payable		—			—			140,000			—			140,000
Proceeds from issuance of common stock		9,007			—			(189	)		—			8,818
Dividends paid to parent company		—			—			(50,000	)		50,000			—
Dividends paid		(52,617	)		—			—			—			(52,617	)
Net payments for repurchase of common stock		(267	)		—			—			(3	)		(270	)
Return of capital to parent company		—			—			(13,000	)		13,000			—
Capital contribution from parent		—			—			10,000			(10,000	)		—
Payments related to tax withholding for share-based compensation		(2,162	)		—			—			—			(2,162	)

Net cash (used in) provided by financing activities		(46,039	)		4,301			3,691,448			70,325			3,720,035

Net increase (decrease) in cash and due from banks, and restricted cash		14,803			(462	)		(822	)		(14,259	)		(740	)
Cash and due from banks, and restricted cash at beginning of period		48,120			462			412,225			(48,178	)		412,629

Cash and due from banks, and restricted cash at end of period	$	62,923		$	—		$	411,403		$	(62,437	)	$	411,889

123

Condensed Consolidating Statement of Cash Flows (Unaudited)


	Six months ended June 30, 2017
(In thousands)	Popular, Inc. Holding Co.			PNA Holding Co.			All other subsidiaries and eliminations			Elimination entries			Popular, Inc. Consolidated
Cash flows from operating activities:
Net income	$	189,171		$	19,358		$	204,139		$	(223,497	)	$	189,171

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of dividends or distributions		(49,008	)		(21,628	)		—			70,636			—
Provision for loan losses		269			—			92,908			—			93,177
Amortization of intangibles		—			—			4,689			—			4,689
Depreciation and amortization of premises and equipment		320			—			23,608			—			23,928
Net accretion of discounts and amortization of premiums and deferred fees		1,043			13			(14,566	)		—			(13,510	)
Other-than-temporary impairment on debt securities		—			—			8,299			—			8,299
Fair value adjustments on mortgage servicing rights		—			—			14,000			—			14,000
FDIC loss-share expense		—			—			8,732			—			8,732
Adjustments (expense) to indemnity reserves on loans sold		—			—			4,896			—			4,896
(Earnings) losses from investments under the equity method, net of dividends or distributions		(6,338	)		(1,225	)		820			—			(6,743	)
Deferred income tax (benefit) expense		—			(1,222	)		53,578			(2	)		52,354
(Gain) loss on:
Disposition of premises and equipment and other productive assets		(16	)		—			5,533			—			5,517
Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities		—			—			(12,631	)		—			(12,631	)
Sale of foreclosed assets, including write-downs		—			—			13,603			—			13,603
Acquisitions of loans held-for-sale		—			—			(153,085	)		—			(153,085	)
Proceeds from sale of loans held-for-sale		—			—			58,857			—			58,857
Net originations on loans held-for-sale		—			—			(224,278	)		—			(224,278	)
Net decrease (increase) in:
Trading debt securities		—			—			334,136			—			334,136
Equity securities		(630	)		—			558			(8	)		(80	)
Accrued income receivable		(94	)		6			2,002			25			1,939
Other assets		(4,120	)		37			(6,466	)		3,802			(6,747	)
Net (decrease) increase in:
Interest payable		—			—			(164	)		(25	)		(189	)
Pension and other postretirement benefits obligations		—			—			883			—			883
Other liabilities		(201	)		(564	)		(13,777	)		(1,476	)		(16,018	)

Total adjustments		(58,775	)		(24,583	)		202,135			72,952			191,729

Net cash provided by (used in) operating activities		130,396			(5,225	)		406,274			(150,545	)		380,900

Cash flows from investing activities:
Net decrease (increase) in money market investments		35,001			5,096			(1,330,648	)		(41,896	)		(1,332,447	)
Purchases of investment securities:
Available-for-sale		—			—			(1,738,915	)		—			(1,738,915	)
Equity		—			—			(4,900	)		—			(4,900	)
Proceeds from calls, paydowns, maturities and redemptions of investment securities:
Available-for-sale		—			—			541,660			—			541,660
Held-to-maturity		—			—			2,860			—			2,860
Proceeds from sale of investment securities:
Equity		—			—			2,541			—			2,541
Net repayments on loans		53			—			5,035			—			5,088
Proceeds from sale of loans		—			—			37,864			(37,864	)		—
Acquisition of loan portfolios		(31,909	)		—			(267,942	)		37,864			(261,987	)
Acquisition of trademark		(5,560	)		—			5,560			—			—

124


Net payments from FDIC under loss-sharing agreements		—			—			(14,819	)		—			(14,819	)
Return of capital from equity method investments		—			—			3,362			—			3,362
Capital contribution to subsidiary		(5,955	)		—			5,955			—			—
Acquisition of premises and equipment		(275	)		—			(29,717	)		—			(29,992	)
Proceeds from sale of:
Premises and equipment and other productive assets		21			—			5,165			—			5,186
Foreclosed assets		—			—			60,603			—			60,603

Net cash (used in) provided by investing activities		(8,624	)		5,096			(2,716,336	)		(41,896	)		(2,761,760	)

Cash flows from financing activities:
Net increase (decrease) in:
Deposits		—			—			2,589,253			36,478			2,625,731
Assets sold under agreements to repurchase		—			—			(73,040	)		—			(73,040	)
Payments of notes payable		—			—			(35,074	)		—			(35,074	)
Proceeds from issuance of notes payable		—			—			20,000			—			20,000
Proceeds from issuance of common stock		3,831			—			—			—			3,831
Dividends paid to parent company		—			—			(156,500	)		156,500			—
Dividends paid		(43,045	)		—			—			—			(43,045	)
Net payments for repurchase of common stock		(75,666	)		—			—			—			(75,666	)
Capital contribution from parent		—			—			5,955			(5,955	)		—
Payments related to tax withholding for share-based compensation		(1,617	)		—			—			—			(1,617	)

Net cash (used in) provided by financing activities		(116,497	)		—			2,350,594			187,023			2,421,120

Net increase (decrease) in cash and due from banks		5,275			(129	)		40,532			(5,418	)		40,260
Cash and due from banks, and restricted cash at beginning of period		48,130			591			373,556			(48,081	)		374,196

Cash and due from banks, and restricted cash at end of period	$	53,405		$	462		$	414,088		$	(53,499	)	$	414,456

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

This report includes management’s discussion and analysis (“MD&A”) of the consolidated financial position and financial performance of Popular, Inc. (the “Corporation” or “Popular”). All accompanying tables, financial statements and notes included elsewhere in this report should be considered an integral part of this analysis.

The Corporation is a diversified, publicly-owned financial holding company subject to the supervision and regulation of the Board of Governors of the Federal Reserve System. The Corporation has operations in Puerto Rico, the United States (“U.S.”) mainland, and the U.S. and British Virgin Islands. In Puerto Rico, the Corporation provides retail, mortgage, and commercial banking services through its principal banking subsidiary, Banco Popular de Puerto Rico (“BPPR”), as well as investment banking, broker-dealer, auto and equipment leasing and financing, and insurance services through specialized subsidiaries. The Corporation’s mortgage origination business is conducted under the brand name Popular Mortgage, a division of BPPR. In the U.S. mainland, the Corporation provides retail, mortgage and commercial banking services through its New York-chartered banking subsidiary, Popular Bank (“PB”), which has branches located in New York, New Jersey and Florida. Note 33 to the Consolidated Financial Statements presents information about the Corporation’s business segments.

The Corporation has several investments which it accounts for under the equity method. As of June 30, 2018, the Corporation had a 16.03% interest in the holding company of EVERTEC, which provides transaction processing services throughout the Caribbean and Latin America, and services many of the Corporation’s systems infrastructure and transaction processing businesses. During the quarter ended June 30, 2018, the Corporation recorded $ 3.7 million in earnings from its investment in EVERTEC, which had a carrying amount of $55 million as of the end of the quarter. Also, the Corporation had a 15.84% stake in Centro Financiero BHD Leon, S.A. (“BHD Leon”), one of the largest banking and financial services groups in the Dominican Republic. During the quarter ended June 30, 2018, the Corporation recorded $7.3 million in earnings from its investment in BHD Leon, which had a carrying amount of $134 million, as of the end of the quarter.

125

SIGNIFICANT EVENTS

Early Termination of FDIC Shared-Loss Agreements

On May 22, 2018, BPPR entered into a Termination Agreement (the “Termination Agreement”) with the Federal Deposit Insurance Corporation (the “FDIC”) to terminate all Shared-Loss Agreements entered into in connection with the acquisition of certain assets and assumption of certain liabilities of Westernbank Puerto Rico through an FDIC-assisted transaction in 2010 (the “FDIC Transaction”).

As a result of the Termination Agreement, assets that were covered by the Shared-Loss Agreements, including covered loans in the amount of approximately $514.6 million and covered real estate owned assets in the amount of approximately $15.3 million as of March 31, 2018, were reclassified as non-covered. Banco Popular now recognizes entirely all credit losses, expenses, gains, and recoveries related to the formerly covered assets with no offset due to or from the FDIC.

As of March 31, 2018, the Corporation had an FDIC Loss Share Asset in its financial statements of $44.5 million related to the covered assets. Additionally, as part of the Shared-Loss Agreements, Banco Popular also had agreed to make a true-up payment to the FDIC on the date that is 45 days following the last day of the final shared-loss month, or upon the final disposition of all covered assets under the Shared-Loss Agreements, in the event losses on the Shared-Loss Agreements failed to reach expected levels. The estimated fair value of such true-up payment obligation at March 31, 2018 was approximately $171.0 million.

Under the terms of the Termination Agreement, Banco Popular made a payment of approximately $23.7 million (the “Termination Payment”) to the FDIC as consideration for the termination of the Shared-Loss Agreements. Popular recorded a pre-tax gain of approximately $94.6 million, calculated based on the difference between the Termination Payment and the net amount of the true-up payment obligation and the FDIC Loss Share Asset, less related professional and advisory fees of $8.1 million associated with the Termination Agreement. Net of income tax expense of $45.0 million, the Termination Agreement contributed $49.6 million to net income. See Note 9 for additional information.

In June 2012, the Puerto Rico Department of the Treasury and the Corporation entered into a Tax Closing Agreement (the “Tax Closing Agreement”) to clarify the tax treatment related to the loans acquired in the FDIC Transaction in accordance with the provisions of the Puerto Rico Tax Code. The Tax Closing Agreement provides that these loans are capital assets and any principal amount collected in excess of the amount paid for such loans will be taxed as a capital gain. The Tax Closing Agreement further provides that the Corporation’s tax liability upon the termination of the Shared-Loss Agreements be calculated based on the “deemed sale” of the underlying loans. As a result, the Corporation recognized an income tax benefit of $108.9 million during the second quarter of 2018. This income tax benefit is composed of an increase in the deferred tax asset balance of $158.7 million related to the increase in tax basis as a result of the “deemed sale”, net of the additional income tax expense of $49.8 million associated with the “deemed sale” incremental tax liability at the capital gains rate per the Tax Closing Agreement. See Note 31 for additional information.

The combined effect of the Termination Agreement and the Tax Closing Agreement was a contribution of $158.5 million to net income for the quarter ended June 30, 2018.

Acquisition of Wells Fargo’s Auto Finance Business in Puerto Rico

Wells Fargo retained approximately $385 million in retail auto loans as part of the transaction and has entered into a loan servicing agreement with Popular Auto with respect to such loans.

Taking into account the impact of this transaction on a pro forma basis, as of June 30, 2018, the Common equity tier 1 capital ratio would have decreased from 17.47% to 16.0% and Total capital ratio would have decreased from 20.41% to 18.83%.

126

Common Stock Repurchase Plan

On July 23, 2018, the Corporation announced that the Corporation’s Board of Directors had authorized a common stock repurchase of up to $125 million. Common stock repurchases may be executed in the open market or in privately negotiated transactions. The timing and exact amount of the share repurchase will be subject to various factors, including the Company’s capital position, financial performance and market conditions.

Redemption of Trust Preferred Securities

OVERVIEW

Table 1 provides selected financial data and performance indicators for the quarters and six months ended June 30, 2018 and 2017.

Adjusted results of operations – Non-GAAP financial measure

Adjusted net income

The Corporation prepares its Consolidated Financial Statements using accounting principles generally accepted in the United States (“U.S. GAAP” or the “reported basis”). In addition to analyzing the Corporation’s results on a reported basis, management monitors “Adjusted net income” of the Corporation and excludes the impact of certain transactions on the results of its operations. Adjusted net income is a non-GAAP financial measure. Management believes that Adjusted net income provides meaningful information about the underlying performance of the Corporation’s ongoing operations. Refer to Table 27 for a reconciliation of net income to Adjusted net income for the quarter and six months period ended June 30, 2018.

Net interest income on a taxable equivalent basis

Net interest income, on a taxable equivalent basis, is presented with its different components in Tables 2 and 3 for the quarters and six months periods ended June 30, 2018 as compared with the same period in 2017, segregated by major categories of interest earning assets and interest-bearing liabilities.

The interest earning assets include investment securities and loans that are exempt from income tax, principally in Puerto Rico. The main sources of tax-exempt interest income are certain investments in obligations of the U.S. Government, its agencies and sponsored entities, and certain obligations of the Commonwealth of Puerto Rico and its agencies and municipalities and assets held by the Corporation’s international banking entities. To facilitate the comparison of all interest related to these assets, the interest income has been converted to a taxable equivalent basis, using the applicable statutory income tax rates for each period. The taxable equivalent computation considers the interest expense and other related expense disallowances required by the Puerto Rico tax law. Under this law, the exempt interest can be deducted up to the amount of taxable income. Net interest income on a taxable equivalent basis is a non-GAAP financial measure. Management believes that this presentation provides meaningful information since it facilitates the comparison of revenues arising from taxable and exempt sources.

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

127

Financial highlights for the quarter ended June 30, 2018

•

For the quarter ended June 30, 2018, the Corporation recorded net income of $ 279.8 million, compared to net income of $ 96.2 million for the same quarter of the previous year. Excluding the $158.5 million combined positive impact of the Termination Agreement and the Tax Closing Agreement, mentioned above, the net income for the quarter ended June 30, 2018 was of $121.3 million, an increase of $25.1 million, when compared to the same quarter of the previous year. The results for the quarter reflect a higher net interest income by $39.7 million mainly due to higher volume of money market and investment securities and the increase in interest rates. Commercial loan growth in Popular U.S. also contributed to the increase. The total provision for loan losses increased by approximately $7.6 million mainly due to the reserves for the taxi medallion portfolio in the U.S. Non-interest income was higher mainly due to the other-than temporary impairment of $8.3 million recorded in the second quarter of 2017. Operating expenses were higher by $30.8 million mainly from higher professional services expenses, including $8 million in costs associated with the Termination Agreement.

•

Total assets at June 30, 2018 amounted to $47.5 billion, compared to $44.3 billion, at December 31, 2017. The increase of approximately $3.5 billion was mainly due to higher money market investments and debt securities available-for-sale. Refer to the Statement of Condition Analysis section of this MD&A for additional information.

•

Total deposits at June 30, 2018 increased by $3.9 billion when compared to deposits at December 31, 2017, mainly due to an increase in public, retail and commercial deposits at BPPR, including an increase of $1.8 billion from Puerto Rico government deposits.

•

Capital ratios continued to be strong. As of June 30, 2018, the Corporation’s common equity tier 1 capital ratio was 17.47%, while the total capital ratio was 20.41%. Refer to Table 8 for capital ratios.

Refer to the Operating Results Analysis and Financial Condition Analysis within this MD&A for additional discussion of significant quarterly variances and items impacting the financial performance of the Corporation.

As a financial services company, the Corporation’s earnings are significantly affected by general business and economic conditions in the markets which we serve. Lending and deposit activities and fee income generation are influenced by the level of business spending and investment, consumer income, spending and savings, capital market activities, competition, customer preferences, interest rate conditions and prevailing market rates on competing products.

The Corporation continuously monitors general business and economic conditions, industry-related indicators and trends, competition, interest rate volatility, credit quality indicators, loan and deposit demand, operational and systems efficiencies, revenue enhancements and changes in the regulation of financial services companies.

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

The description of the Corporation’s business contained in Item 1 of the Corporation’s 2017 Form 10-K, while not all inclusive, discusses additional information about the business of the Corporation and risk factors, many beyond the Corporation’s control that, in addition to the other information in this Form 10-Q, readers should consider. Also, refer to Item 1A—Risk Factors, of this Form 10-Q for additional information.

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

128

Table 1—Financial Highlights


Financial Condition Highlights
	Ending balances at								Average for the six months ended
(In thousands)	June 30, 2018			December 31, 2017		Variance			June 30, 2018			June 30, 2017		Variance
Money market investments	$	8,628,442		$	5,255,119	$	3,373,323		$	6,942,416		$	3,758,272	$	3,184,144
Investment securities		10,847,601			10,482,971		364,630			11,067,767			9,466,410		1,601,357
Loans		24,682,375			24,942,463		(260,088	)		24,146,632			23,330,780		815,852
Earning assets		44,158,418			40,680,553		3,477,865			42,156,815			36,555,462		5,601,353
Total assets		47,535,177			44,277,337		3,257,840			45,557,670			40,312,848		5,244,822
Deposits		39,377,561			35,453,508		3,924,053			37,372,794			32,144,189		5,228,605
Borrowings		1,869,774			2,023,485		(153,711	)		2,001,276			1,980,184		21,092
Stockholders’ equity		5,289,661			5,103,905		185,756			5,329,958			5,306,170		23,788

Operating Highlights	Quarters ended June 30,								Six months ended June 30,
(In thousands, except per share information)	2018			2017		Variance			2018			2017		Variance
Net interest income	$	414,136		$	374,479	$	39,657		$	807,183		$	736,577	$	70,606
Provision for loan losses—non-covered loans		60,054			49,965		10,089			129,387			92,022		37,365
Provision for loan losses—covered loans		—			2,514		(2,514	)		1,730			1,155		575
Non-interest income		234,809			116,793		118,016			348,306			232,662		115,644
Operating expenses		337,668			306,835		30,833			659,670			618,153		41,517

Income before income tax		251,223			131,958		119,265			364,702			257,909		106,793
Income tax (benefit) expense		(28,560	)		35,732		(64,292	)		(6,405	)		68,738		(75,143	)

Net income	$	279,783		$	96,226	$	183,557		$	371,107		$	189,171	$	181,936

Net income applicable to common stock	$	278,852		$	95,295	$	183,557		$	369,245		$	187,309	$	181,936

Net income per common share – Basic	$	2.74		$	0.94	$	1.80		$	3.63		$	1.83	$	1.80

Net income per common share – Diluted	$	2.73		$	0.94	$	1.79		$	3.62		$	1.83	$	1.79

Dividends declared per common share – Basic	$	0.25		$	0.25	$	—		$	0.50		$	0.50	$	—



	Quarters ended June 30,						Six months ended June 30,
Selected Statistical Information	2018			2017			2018			2017
Common Stock Data
Market price
High	$	47.87		$	42.69		$	47.87		$	45.75
Low		41.91			37.18			35.64			37.18
End		45.21			41.71			45.21			41.71
Book value per common share at period end		51.22			51.26			51.22			51.26

Profitability Ratios
Return on assets		2.40	%		0.94	%		1.64	%		0.95	%
Return on common equity		20.84			7.24			14.10			7.19
Net interest spread		3.58			3.81			3.63			3.84
Net interest spread (taxable equivalent) - Non-GAAP		3.88			4.10			3.93			4.13
Net interest margin		3.81			4.02			3.85			4.05
Net interest margin (taxable equivalent) - Non-GAAP		4.11			4.31			4.15			4.34

129


Capitalization Ratios
Average equity to average assets	11.56	%	12.97	%	11.70	%	13.16	%
Common equity Tier 1 capital	17.47		16.68		17.47		16.68
Tier I capital	17.47		16.68		17.47		16.68
Total capital	20.41		19.66		20.41		19.66
Tier 1 leverage	9.82		10.48		9.82		10.48

CRITICAL ACCOUNTING POLICIES / ESTIMATES

The accounting and reporting policies followed by the Corporation and its subsidiaries conform to generally accepted accounting principles in the United States of America and general practices within the financial services industry. Various elements of the Corporation’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. These estimates are made under facts and circumstances at a point in time and changes in those facts and circumstances could produce actual results that differ from those estimates.

Management has discussed the development and selection of the critical accounting policies and estimates with the Corporation’s Audit Committee. The Corporation has identified as critical accounting policies those related to: (i) Fair Value Measurement of Financial Instruments; (ii) Loans and Allowance for Loan Losses; (iii) Acquisition Accounting for Loans; (iv) Income Taxes; (v) Goodwill, and (vi) Pension and Postretirement Benefit Obligations. For a summary of these critical accounting policies and estimates, refer to that particular section in the MD&A included in Popular, Inc.’s 2017 Form 10-K. Refer to Note 3 to the Consolidated Financial Statements included in the 2017 Form 10-K for a summary of the Corporation’s significant accounting policies and to Note 3 to the Consolidated Financial Statements included in this Form 10Q for information on recently adopted accounting standard updates.

OPERATING RESULTS ANALYSIS

NET INTEREST INCOME

Net interest income was $414.1 million for the second quarter of 2018, an increase of $39.6 million when compared to $374.5 million for the same quarter of 2017. Taxable equivalent net interest income was $446.0 million for the second quarter of 2018, an increase of $44.3 million when compared to $401.6 million for the same quarter of 2017. The increase in $4.7 million in the taxable equivalent adjustment is directly related to a higher volume of tax exempt investments in P.R. Net interest margin for the second quarter of 2018 was 3.81%, a decrease of 21 basis points when compared to 4.02% for the same quarter of the previous year. Net Interest margin, on a taxable equivalent basis, for the second quarter of 2018 was 4.11%, a decrease of 20 basis points when compared to 4.31% for the same quarter of 2017. The decrease in net interest margin is mostly related to the mix in asset composition, due to higher proportion of money market and investment securities to total earning assets (44% this quarter versus 38% in the second quarter of 2017) which have a lower yield when compared to the proportion of loans to earning assets which carry a higher yield. The main reasons for the increase in net interest income are described below:

Positive variances:

•

Higher interest income from money market investments due to an increase in volume of funds available to invest, related to higher average balance of deposits by $5.7 billion, mostly government deposits in Puerto Rico and also an increase in retail and commercial deposits. Also, since March 2017 the U.S. Federal Reserve has increased the federal funds rate five times or 125 basis points. The average rate of the money market portfolios for the second quarter of 2018 increased 75 basis points when compared to the same period in 2017;

•

Higher interest income from investment securities mainly due to higher volumes from U.S. Treasuries related to recent purchases, in part to deploy excess liquidity. Most of these securities interest income is exempt from income tax in P.R. therefore improving the return on investment;

•

Higher income from commercial and construction loans, driven by higher volume of loans, mainly in the U.S. and improved yields related to the effect on the variable rate portfolio of the abovementioned rise in interest rates;

•

Higher income from consumer loans mostly from the auto loan business in P.R. and from acquired loans.

130

Negative variances:

•

Lower interest income from mortgage loans due to lower average balances driven by lower lending activity and portfolio run-off in P.R. and the U.S. and lower yields in P.R. impacted by borrowers who did not make payments after the end of the moratorium period and entered into non-accrual status;

•

Higher interest expense on deposits mainly due to higher volumes in most categories, predominantly the increase in deposits from the Puerto Rico government and higher volumes in the U.S. to fund loan growth, as well as higher cost of deposits.

Interest income for the quarter ended June 30, 2018, included the amortization of deferred loans fees, prepayment penalties, late fees and the amortization of premium/discounts, amounting to $4.7 million income, compared with $6.1 million income for the same period in 2017.

131

Table 2—Analysis of Levels & Yields on a Taxable Equivalent Basis for Continuing Operations (Non-GAAP)

Quarters ended June 30,


Average Volume							Average Yields / Costs										Interest							Variance Attributable to
2018		2017		Variance			2018			2017			Variance				2018		2017		Variance			Rate			Volume
(In millions)																	(In thousands)
$	8,048	$	4,214	$	3,834			1.81	%		1.06	%		0.75	%	Money market investments	$	36,392	$	11,131	$	25,261		$	11,088		$	14,173
	11,133		9,705		1,428			2.86			2.74			0.12		Investment securities		79,523		66,401		13,122			6,917			6,205
	76		98		(22	)		7.58			7.52			0.06		Trading securities		1,433		1,837		(404	)		16			(420	)

	19,257		14,017		5,240			2.44			2.27			0.17		Total money market, investment and trading securities		117,348		79,369		37,979			18,021			19,958

																Loans:
	11,537		10,918		619			5.94			5.70			0.24		Commercial		170,768		155,256		15,512			6,484			9,028
	918		813		105			6.28			5.53			0.75		Construction		14,360		11,206		3,154			1,620			1,534
	850		727		123			5.99			6.48			(0.49	)	Leasing		12,732		11,791		941			(943	)		1,884
	7,109		7,128		(19	)		5.36			5.51			(0.15	)	Mortgage		95,194		98,152		(2,958	)		(2,699	)		(259	)
	3,805		3,724		81			10.78			10.78			—		Consumer		102,270		100,116		2,154			(340	)		2,494

	24,219		23,310		909			6.54			6.47			0.07		Total loans		395,324		376,521		18,803			4,122			14,681

$	43,476	$	37,327	$	6,149			4.73	%		4.89	%		(0.16	)%	Total earning assets	$	512,672	$	455,890	$	56,782		$	22,143		$	34,639

																Interest bearing deposits:
$	12,476	$	9,941	$	2,535			0.51	%		0.36	%		0.15	%	NOW and money market [1]	$	15,748	$	8,899	$	6,849		$	5,031		$	1,818
	9,472		8,134		1,338			0.33			0.24			0.09		Savings		7,760		4,962		2,798			1,759			1,039
	7,749		7,661		88			1.12			1.06			0.06		Time deposits		21,720		20,231		1,489			1,372			117

	29,697		25,736		3,961			0.61			0.53			0.08		Total deposits		45,228		34,092		11,136			8,162			2,974

	361		389		(28	)		1.94			1.15			0.79		Short-term borrowings		1,752		1,115		637			625			12
	1,601		1,547		54			4.94			4.94			—		Other medium and long-term debt		19,734		19,047		687			495			192

	31,659		27,672		3,987			0.85			0.79			0.06		Total interest bearing liabilities		66,714		54,254		12,460			9,282			3,178

	8,966		7,204		1,762											Demand deposits
	2,851		2,451		400											Other sources of funds

$	43,476	$	37,327	$	6,149			0.62	%		0.58	%		0.04	%	Total source of funds		66,714		54,254		12,460			9,282			3,178

								4.11	%		4.31	%		(0.20	) %	Net interest margin/ income on a taxable equivalent basis (Non-GAAP)		445,958		401,636		44,322		$	12,861		$	31,461

								3.88	%		4.10	%		(0.22	) %	Net interest spread

																Taxable equivalent adjustment		31,822		27,157		4,665

								3.81	%		4.02	%		(0.21	) %	Net interest margin/ income non-taxable equivalent basis (GAAP)	$	414,136	$	374,479	$	39,657

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]	Includes interest bearing demand deposits corresponding to certain government entities in Puerto Rico.

132

Net interest income for the period ended June 30, 2018 was $807.2 million compared to $736.6 million for the same period of 2017. Taxable equivalent net interest income was $871.0 million for the six months ended June 30, 2018, an increase of $81.7 million when compared to the $789.3 million for the same period of 2017. Net interest margin was 3.85%, a decrease of 20 basis points when compared to 4.05% for the same period in 2017. Net interest margin, on a taxable equivalent basis, for the six months ended June 30, 2018 was 4.15%, a decrease of 19 basis points when compared to the 4.34% for the same period of 2017. The drivers of the variances in net interest income for the six-month period are similar to the quarterly variances described above:

Positive variances:

•

Higher interest income from money market investments related to a higher volume of deposits mostly P.R. government deposits, retail and commercial deposits;

•

Higher interest income from investment securities mainly due to higher average volumes from U.S. Treasuries related to purchases during the past year, in part to deploy excess liquidity;

•

Higher interest income from commercial and construction loans, driven by higher volumes of loans, mainly in the U.S.;

•

Improved yields of the variable rate portfolio due to increase in market rates as mentioned above;

•

Higher interest income from the increase in volumes in the leasing and auto loans portfolio in P.R.

Negative variances:

•

Lower fees collected on past due mortgage loans due to the moratorium;

•

Increase in deposits cost due to higher volumes to fund the loan growth in the U.S. and the increase in P.R. government deposits, as well as higher cost of deposits.

Interest income for the six months ended June 30, 2018, included the amortization of deferred loans fees, prepayment penalties, late fees and the amortization of premium/discounts, amounting to $8.0 million income, compared with $12.2 million income for the same period in 2017.

133

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

Six months ended June 30,


Average Volume							Average Yields / Costs										Interest							Variance Attributable to
2018		2017		Variance			2018			2017			Variance				2018		2017		Variance			Rate			Volume
(In millions)																	(In thousands)
$	6,942	$	3,758	$	3,184			1.70	%		0.95	%		0.75	%	Money market investments	$	58,677	$	17,704	$	40,973		$	19,837		$	21,136
	10,990		9,365		1,625			2.88			2.72			0.16		Investment securities		158,065		127,220		30,845			15,431			15,414
	78		102		(24	)		7.38			7.33			0.05		Trading securities		2,834		3,710		(876	)		25			(901	)

	18,010		13,225		4,785			2.45			2.25			0.20		Total money market, investment and trading securities		219,576		148,634		70,942			35,293			35,649

																Loans:
	11,503		10,885		618			5.91			5.69			0.22		Commercial		337,078		307,345		29,733			11,941			17,792
	911		818		93			6.18			5.44			0.74		Construction		27,931		22,053		5,878			3,192			2,686
	835		718		117			5.99			6.51			(0.52	)	Leasing		25,009		23,380		1,629			(1,976	)		3,605
	7,091		7,182		(91	)		5.32			5.50			(0.18	)	Mortgage		188,601		197,404		(8,803	)		(6,329	)		(2,474	)
	3,806		3,727		79			10.57			10.74			(0.17	)	Consumer		199,579		198,590		989			(4,210	)		5,199

	24,146		23,330		816			6.48			6.46			0.02		Total loans		778,198		748,772		29,426			2,618			26,808

$	42,156	$	36,555	$	5,601			4.76	%		4.94	%		(0.18	)%	Total earning assets	$	997,774	$	897,406	$	100,368		$	37,911		$	62,457

																Interest bearing deposits:
$	11,838	$	9,232	$	2,606			0.46	%		0.38	%		0.08	%	NOW and money market [1]	$	27,245	$	17,413	$	9,832		$	5,705		$	4,127
	9,110		8,088		1,022			0.29			0.25			0.04		Savings		12,962		9,858		3,104			1,615			1,489
	7,723		7,708		15			1.14			1.06			0.08		Time deposits		43,709		40,578		3,131			3,276			(145	)

	28,671		25,028		3,643			0.59			0.55			0.04		Total deposits		83,916		67,849		16,067			10,596			5,471

	421		422		(1	)		1.80			1.06			0.74		Short-term borrowings		3,765		2,210		1,555			1,351			204
	1,580		1,558		22			4.97			4.90			0.07		Other medium and long-term debt		39,064		38,092		972			496			476

	30,672		27,008		3,664			0.83			0.81			0.02		Total interest bearing liabilities		126,745		108,151		18,594			12,443			6,151

	8,702		7,116		1,586											Demand deposits
	2,782		2,431		351											Other sources of funds

$	42,156	$	36,555	$	5,601			0.61	%		0.60	%		0.01	%	Total source of funds		126,745		108,151		18,594			12,443			6,151

								4.15	%		4.34	%		(0.19	) %	Net interest margin/ income on a taxable equivalent basis (Non-GAAP)		871,029		789,255		81,774		$	25,468		$	56,306

								3.93	%		4.13	%		(0.20	) %	Net interest spread

																Taxable equivalent adjustment		63,846		52,678		11,168

								3.85	%		4.05	%		(0.20	) %	Net interest margin/ income non-taxable equivalent basis (GAAP)	$	807,183	$	736,577	$	70,606

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]	Includes interest bearing demand deposits corresponding to certain government entities in Puerto Rico.

134

Provision for Loan Losses

The following discussion includes the provision for loans previously classified as “covered” as a result of the Shared-Loss Agreements entered into in connection with the FDIC Transaction and terminated during the second quarter of 2018 pursuant to the Termination Agreement.

The provision for loan losses for the portfolio previously classified as covered amounted to $1.7 million for the six months period ended June 30, 2018 and $1.2 million for the same period of prior year.

The Corporation’s total provision for loan losses was $60.1 million for the quarter ended June 30, 2018, compared to $52.5 million for the quarter ended June 30, 2017, an increase of $7.6 million, mostly reflected at the Popular U.S. segment. Total net charge-offs remained flat at approximately $57 million each quarter.

The provision for loan losses for Puerto Rico remained flat at $44.4 million, compared to $44.7 million for the same quarter in 2017. The provision for the second quarter of 2018 includes an incremental reserve of $16.1 million for a commercial borrower classified as non-accrual during the quarter, offset by a downward adjustment of $8.6 million to the environmental reserves associated with Hurricane Maria, and lower net charge-offs by $9.3 million, mainly from the mortgage portfolio. Management continues to evaluate the impact of the hurricanes on its loan portfolios and the effect on its credit metrics after the end of the payment moratorium granted to certain customers and commercial borrowers as a result of the hurricanes.

The Popular U.S. segment continued to reflect strong growth and favorable credit quality metrics, except in the case of the taxi medallion portfolio acquired from the FDIC in the assisted sale of Doral Bank, which continues to reflect the pressure on medallion collateral values, particularly in the New York City metro area. The provision for loan losses for the Popular U.S. segment amounted to $15.6 million, compared to $7.8 million for the same quarter in 2017, an increase of $7.8 million. Net charge-offs increased $9.9 million when compared to the quarter ended June 30, 2017. These increases were mainly related to the taxi medallion portfolio with a provision of $9.8 million and charge offs amounting to $10.4 million for the second quarter of 2018.

The Corporation’s total provision for loan losses was $131.1 million for the six months ended June 30, 2018, compared to $93.2 million for the six months ended June 30, 2017, an increase of $37.9 million. Total net charge-offs increased by $17.7 million, mainly driven by the taxi medallion portfolio at the Popular U.S. segment.

The provision for loan losses for Puerto Rico totaled $102.9 million for the six months ended June 30, 2018, compared to $75.0 million for the same period in 2017, an increase of $27.9 million. The increase in the provision for the six months ended June 30, 2018 is due to the incremental reserve of $37.7 million for two commercial borrowers, partially offset by a downward adjustment of $16.1 million to the hurricane-related reserves.

The provision for loan losses for the Popular U.S. segment amounted to $28.3 million, for the six months ended June 30, 2018, compared to $18.4 million for the same period in 2017, an increase of $9.9 million. Net charge-offs increased $18.6 million when compared to the six months ended June 30, 2017, mostly in the commercial portfolio. During the six months ended June 30, 2018, the Corporation recorded a provision of $21.7 million and charge offs amounting to $18.0 million related to the taxi medallion portfolio.

Refer to the Credit Risk section of this MD&A for a detailed analysis of net charge-offs, non-performing assets, the allowance for loan losses and selected loan losses statistics.

NON-INTEREST INCOME

Non-interest income increased by $118.0 million for the quarter ended June 30, 2018, compared with the same quarter of the previous year. The increase in non-interest income was principally due to the gain of $102.8 million recorded during the second quarter as a result of the Termination Agreement with the FDIC. Excluding the favorable variance on the FDIC loss share income (expense) of $103.2 million, non-interest income increased by $14.8 million primarily driven by:

•

Higher other service fees by $3.7 million, mainly in credit card fees at BPPR, as a result of higher credit card interchange income resulting from higher transactional volumes;

•

The other-than-temporary impairment charge of $8.3 million recorded during the second quarter of 2017 on senior Puerto Rico Sales Tax Financing Corporation (“COFINA”) bonds classified as available-for-sale, which were subsequently sold in the third quarter of 2017;

135

•

Favorable variance in adjustments to indemnity reserves of $2.4 million related to loans previously sold with credit recourse at BPPR; and

•

Higher other operating income by $4.1 million mainly due to modification fees received from FNMA for the successful completion of loss mitigation alternatives related to hurricane relief measures of $2.7 million and higher daily auto rental revenues.

These increases were partially offset by lower service charges on deposit accounts by $4.0 million due to lower fees on transactional cash management services.

Non-interest income increased by $115.6 million for the six months ended June 30, 2018, compared with the same period of the previous year. Excluding the favorable variance on the FDIC loss share income (expense) of $103.5 million as a result of the Termination Agreement, non-interest income increased by $12.1 million primarily driven by:

•

Higher other service fees by $8.1 million, mainly in credit card fees at BPPR, as a result of higher credit card interchange income resulting from higher transactional volumes and higher credit card late fees due to higher delinquencies during the first quarter of 2018;

•

The previously mentioned other-than-temporary impairment charge of $8.3 million recorded during the second quarter of 2017;

•

Favorable variance in adjustments to indemnity reserves of $1.4 million related to loans previously sold with credit recourse at BPPR; and

•

Higher other operating income by $1.2 million due to the previously mentioned modification fees received from FNMA and higher daily auto rental revenues, partially offset by lower net earnings from investments under the equity method by $3.4 million, principally in PR Asset Portfolio 2013-1 International, LLC, a commercial real estate joint venture.

These favorable variances were partially offset by lower service charges on deposit accounts by $7.1 million due to lower fees on transactional cash management services.

Operating Expenses

Operating expenses increased by $30.8 million for the quarter ended June 30, 2018, compared with the same quarter of the previous year. Refer to Table 4 for a breakdown of operating expenses by major categories. The increase in operating expenses was driven primarily by:

•

Higher personnel cost by $7.4 million mainly due to higher commission, incentive and other bonuses and higher other compensation;

•

Higher equipment expense by $1.5 million due to higher software and maintenance expenses;

•

Higher professional fees by $21.0 million mainly due to professional and advisory expenses associated with the Termination Agreement with the FDIC of $8.1 million; higher advisory services by $4.1 million at BPPR for regulatory related initiatives; higher programming, processing and other technology expenses by $3.0 million and higher legal fees excluding collections by $2.6 million;

•

Higher business promotions by $3.4 million due to higher customer reward program and advertising expense; and

•

Higher other operating expenses by $6.7 million due to higher credit and debit card processing fees by $3.2 million due to higher volume of transactions and higher reserves for legal contingencies.

These increases were partially offset by:

•

Lower OREO expenses by $9.7 million as a result of lower write-downs on valuation of mortgage properties by $7.0 million.

Operating expenses increased by $41.5 million for the six months ended June 30, 2018, when compared to the same period in 2017. The increase in operating expenses was driven primarily by:

•

Higher personnel cost by $9.5 million mainly due to higher commission, incentive and other bonuses and higher other personnel costs;

136

•

Higher net occupancy expense by $2.2 million mainly due to higher repair and maintenance expenses related to damages from hurricanes Irma and Maria;

•

Higher equipment expense by $2.8 million mainly due to higher software and maintenance expenses;

•

Higher professional fees by $34.7 million mainly due to professional and advisory expenses associated with the Termination Agreement with the FDIC of $8.1 million; higher advisory services by $11.7 million at BPPR for regulatory related initiatives; higher programming, processing and other technology expenses by $6.2 million and higher legal fees excluding collections by $5.1 million;

•

Higher business promotion by $3.8 million due to higher advertising and higher credit card rewards program expense; and

•

Higher other operating expenses by $4.2 million mainly as a result of higher credit and debit card processing fees, higher operational losses and higher reserves for legal contingencies, partially offset by the write-down of $7.6 million recognized during the first quarter of 2017, related to capitalized software costs for a project which was discontinued by the Corporation.

These increases were partially offset by:

•

Lower OREO expenses by $16.4 million as a result of lower write-downs on valuation of mortgage properties by $7.7 million and higher gain on sales by $4.0 million.

Table 4—Operating Expenses


	Quarters ended June 30,							Six months ended June 30,
(In thousands)	2018		2017		Variance			2018		2017		Variance
Personnel costs:
Salaries	$	78,008	$	77,703	$	305		$	156,405	$	156,079	$	326
Commissions, incentives and other bonuses		20,004		18,295		1,709			41,320		38,373		2,947
Pension, postretirement and medical insurance		9,363		10,723		(1,360	)		19,292		20,100		(808	)
Other personnel costs, including payroll taxes		16,957		10,227		6,730			33,167		26,136		7,031

Total personnel costs		124,332		116,948		7,384			250,184		240,688		9,496

Net occupancy expenses		22,425		22,265		160			45,227		43,041		2,186
Equipment expenses		17,775		16,250		1,525			34,981		32,220		2,761
Other taxes		10,876		10,740		136			21,778		21,709		69
Professional fees:
Collections, appraisals and other credit related fees		4,228		3,779		449			7,286		7,602		(316	)
Programming, processing and other technology services		54,547		51,569		2,978			105,852		99,660		6,192
Legal fees, excluding collections		4,907		2,314		2,593			10,670		5,610		5,060
Other professional fees		30,221		15,272		14,949			53,080		29,312		23,768

Total professional fees		93,903		72,934		20,969			176,888		142,184		34,704

Communications		5,382		5,899		(517	)		11,288		11,848		(560	)
Business promotion		16,778		13,366		3,412			28,787		24,942		3,845
FDIC deposit insurance		7,004		6,172		832			13,924		12,665		1,259
Other real estate owned (OREO) expenses		6,947		16,670		(9,723	)		13,078		29,488		(16,410	)
Other operating expenses:
Credit and debit card processing, volume and interchange expenses		9,635		6,441		3,194			14,243		11,973		2,270
Operational losses		9,001		7,215		1,786			18,925		14,751		4,174
All other		11,286		9,591		1,695			25,718		27,955		(2,237	)

Total other operating expenses		29,922		23,247		6,675			58,886		54,679		4,207

Amortization of intangibles		2,324		2,344		(20	)		4,649		4,689		(40	)

Total operating expenses	$	337,668	$	306,835	$	30,833		$	659,670	$	618,153	$	41,517

INCOME TAXES

For the quarter ended June 30, 2018, the Corporation recorded income tax benefit of $28.6 million, compared to an income tax expense of $35.7 million for the same quarter of the previous year. The reduction in income tax expense was primarily due to an income tax benefit of $108.9 million related to the Tax Closing Agreement entered into in connection with the FDIC Transaction, net of an income tax expense of $45.0 million from the gain resulting from the Termination Agreement with the FDIC. Refer to additional information on Note 31, Income Taxes.

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In December 2017, the Federal Tax Cuts and Jobs Act (“TCJA”) was enacted, which reduced the U.S. federal corporate income tax rate from a maximum rate of 35% to a single tax rate of 21%. The Act contains other provisions, which became effective on January 1, 2018 and which may impact the Corporation’s tax calculations and related income tax expense in future years. The effective tax rate reflects the impact to our U.S. operations of the reduction in the federal income tax rate, from 35% to 21%, pursuant to the TCJA.

Puerto Rico’s recently Certified Fiscal Plan (as hereinafter defined) proposes to enact a comprehensive tax reform with the intention of spurring economic development, lowering the cost of doing business and making Puerto Rico more competitive. The proposed tax reform seeks to, among other things, reduce individual and corporate income tax rates and gradually eliminate, over a two year period, the business-to-business sales and use tax. Maximum corporate tax rates in particular would be reduced from a current rate of 39% to 31%. According to the Certified Fiscal Plan, any tax reform should be revenue-neutral, with stabilizing mechanisms to offset revenue shortfalls. The tax reform, including the reduction in the maximum corporate tax rates referenced above, requires legislative action and are thus subject to approval by the Legislative Assembly and the Governor. The PROMESA Oversight Board could also assert the power to veto any tax reform legislation that in their view is consistent with the Certified Fiscal Plan.

A reduction in corporate tax rates to 31%, if approved, would result in a write down of the Corporation’s deferred tax asset (“DTA”) related to its P.R. operations of approximately $161 million, with a corresponding charge to the Corporation’s income tax expense. If such a reduction in the Corporation’s DTA from its P.R. operations would have occurred as of June 30, 2018, Common Equity Tier 1 Capital and Total Regulatory Capital would have been reduced by approximately 16 bps. On a forward-looking basis, a reduction of the maximum corporate income tax rate to 31% could result in a reduction in the Corporation’s effective tax rate of between 2% and 4% on an annual basis.

At June 30, 2018, the Corporation had a DTA amounting to $1.2 billion, net of a valuation allowance of $0.5 billion. The DTA related to the U.S. operations was $0.3 billion, net of a valuation allowance of $0.4 billion.

Refer to Note 31 to the Consolidated Financial Statements for a reconciliation of the statutory income tax rate to the effective tax rate and additional information on DTA balances.

REPORTABLE SEGMENT RESULTS

The Corporation’s reportable segments for managerial reporting purposes consist of Banco Popular de Puerto Rico and Popular U.S. (previously Banco Popular North America). A Corporate group has been defined to support the reportable segments. For managerial reporting purposes, the costs incurred by the Corporate group are not allocated to the reportable segments.

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

The Corporate group reported a net loss of $17.7 million for the quarter ended June 30, 2018, compared with a net loss of $15.6 million for the same quarter of the previous year. The change was mostly driven by higher professional services expenses by $2.0 million, including legal and technology services, and higher personnel costs.

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

Banco Popular de Puerto Rico

The Banco Popular de Puerto Rico reportable segment’s net income amounted to $285.2 million for the quarter ended June 30, 2018, compared with net income of $94.1 million for the same quarter of the previous year. As previously mentioned, the results for the second quarter include a gain of $102.8 million resulting from the Termination Agreement with the FDIC, recorded within the FDIC loss share income (expense) line, the related expenses of $8.1 million and the resulting income tax expense of $45.0 million. The results also include an income tax benefit of $108.9 million related to the Tax Closing Agreement entered into in connection with the FDIC Transaction. Excluding the $158.5 million combined positive impact of these items, the net income for the BPPR segment for the second quarter of 2018 was of $126.7 million, an increase of $32.6 million, when compared to the same quarter of the previous year. The principal factors that contributed to the variance in the financial results included the following:

•

Higher net interest income by $33.1 million due to:

•

higher income from money market investments by $24.5 million due to an increase in volume of funds available to invest related to higher average balance of deposits, and the increases in interest rates by the Federal Reserve since March 2017, which totaled 125 basis points;

138

•

higher interest income from investments securities by $8.8 million driven by higher volume and yields of U.S. Treasuries; and

•

higher income from commercial loans by $6.6 million, mainly from variable rate loans due to the increase in market rates.

Partially offset by:

•

higher cost of public and private deposits by $7.3 million driven by the increase in average balances and higher cost of deposits.

The net interest margin for the quarter ended June 30, 2018 was 4.07% compared to 4.36% for the same period in previous year. The reduction in net margins is driven by earning assets mix due to higher proportion of money market and investment securities to total earning assets (49% this quarter versus 40% in the second quarter of 2017) which have a lower yield when compared to the proportion of loans to earning assets which carry a higher yield.;

•

The total provision expense for the second quarter of 2018 was $44.4 million, compared $50.4 million for the same quarter of the previous year. The decrease is due to the provision of $6.0 million recorded in 2017 related to an inter-company transfer of a loan from BPPR to Popular, Inc, which is eliminated in the consolidated results of the Corporation, a downward adjustment to the estimated losses associated with Hurricane Maria by $8.6 million during this quarter, partially offset by an incremental reserve of $16.1 million for a commercial borrower.

•

Higher non-interest income by $15.3 million due to:

•

the other-than-temporary impairment of $8.3 million recorded in June 2017 on the COFINA bonds;

•

higher other service fees by $3.6 million mainly from credit card fees;

•

lower reserves for loans previously sold with credit recourse by $2.4 million; and

•

higher other income by $4.1 million mainly due to the incentive payments of $2.7 million received from FNMA for loss mitigation initiatives related to hurricane relief measures.

Partially offset by:

•

lower service charges on deposit accounts by $4.0 million.

•

Higher operating expenses by $13.6 million due to:

•

higher personnel costs by $4.3 million, due in part to higher incentives;

•

higher professional services expenses by $10.1 million, mainly from higher consulting and advisory fees, and technology services;

•

higher business promotion expenses by $2.3 million due to higher customer rewards programs expense; and

•

higher other operating expenses by $4.4 million due mainly to credit and debit card processing fees.

Partially offset by:

•

lower OREO expenses of $9.1 million due to lower write-downs on valuation of mortgage properties; and

139

•

higher other operating expenses by $4.4 million mostly due to higher credit and debit card processing fees due to higher volume of transactions; and

•

Higher income tax expense by $8.1 million due to higher taxable income, excluding the impact of the net benefit of the Termination Agreement and Tax Closing Agreement mentioned above.

Net income for the six months ended June 30, 2018 amounted to $376.5 million, compared to $191.7 million for the same period of the previous year. Excluding the $158.5 million combined positive impact of the Termination Agreement and the Tax Closing Agreement, mentioned above, the net income for the BPPR segment for the six months ended June 30, 2018 was of $218.0 million, an increase of $26.3 million, when compared to the same period of the previous year. The principal factors that contributed to the variance in the financial results included the following:

•

Higher net interest income by $55.1 million, due mainly to higher volume of money market and investment securities, from higher balance of funds available to invest and the increase in interest rates, partially offset by higher cost of deposits, as mentioned above;

Net interest margin was 4.11% compared to 4.41% for the same period of the previous year.

•

Higher provision for loan losses by $22.4 million due mainly to specific reserve for commercial loans, partially offset by the release of the hurricane related reserves and the provision for the inter-company loan transfer recorded in 2017, discussed above;

•

Higher non-interest income of $12.2 million due to higher other service fees by $8.0 million mainly from credit card fees and the $8.3 million other-than-temporary impairment charge on the COFINA bonds in the second quarter of 2017; partially offset by lower service charges on deposit accounts by $7.1 million, mainly due to higher deposit balances;

•

Higher operating expenses by $18.7 million due to higher personnel costs by $4.0 million due to higher incentives salaries; higher professional service expenses by $21.3 million due to higher legal expenses and advisory services; higher operational losses and legal contingency reserves; partially offset by lower OREO expenses by $15.9 million due to lower write-downs on mortgage properties and the $7.6 million write down on capitalized software costs recorded in 2017, as mentioned above; and

•

A provision for income tax of $65.6 million, relatively flat when compared to the previous year, excluding the impact of the net benefit of the Termination Agreement and Tax Closing Agreement mentioned above.

Popular U.S.

For the quarter ended June 30, 2018, the reportable segment of Popular U.S. reported a net income of $12.6 million, compared to net income of $14.5 million for the same quarter of the previous year. The factors that contributed to the variance in the financial results included the following:

•

Higher net interest income by $5.8 million impacted by higher income from commercial and construction loans by $11.1 million driven by loan portfolio growth and higher yields, partially offset by higher interest expense on deposits to fund loan growth by $4.6 million.

For the second quarter of 2018, the net interest margin for the Popular U.S. segment was 3.47%, compared to 3.54% for the same period in 2017;

•

Higher provision for loan losses by $7.9 million, when compared to the same quarter of the previous year, mostly related to higher impairments on the taxi medallion loan portfolio;

140

•

Higher operating expenses by $5.5 million mainly due to higher business promotion by $1.2 million due in part to the rebranding initiatives, and higher other operating expenses by $3.9 million, mainly related to legal contingency reserves; and

•

Income tax favorable variance of $5.8 million primarily driven by lower taxable income and the enacted changes in federal tax rates.

Net income for the six months ended June 30, 2018 amounted to $30.7 million, compared to $24.9 million for the same period of the previous year. The main factors that contributed to the variance in the financial results included the following:

•

Higher net interest income by $13.6 million, mainly due to higher income from commercial and construction loans due to portfolio growth and the increase in interest rates, partially offset by higher costs of deposits to fund loan growth;

Net interest margin remained flat at 3.53%, when compared for the same period of the previous year.

•

Higher provision for loan losses by $9.9 million mainly related to the taxi medallion portfolio;

•

Higher operating expenses by $9.3 million due mainly to higher business promotion and other expenses related to the rebranding initiatives and higher sundry losses by $2.9 million due in part to legal contingencies; and

•

Lower provision for income tax by $12.0 million due to lower taxable income and the changes in enacted tax rates.

FINANCIAL CONDITION ANALYSIS

Assets

The Corporation’s total assets were $47.5 billion at June 30, 2018, compared to $44.3 billion at December 31, 2017. Refer to the Consolidated Statements of Financial Condition included in this report for additional information.

Money market investments, trading and investment securities

Money market investments totaled $8.6 billion at June 30, 2018, compared to $5.3 billion at December 31, 2017. The increase was mainly at BPPR due to higher liquidity driven by an increase in deposits.

Trading account debt securities amounted to $42 million at June 30, 2018, compared to $34 million at December 31, 2017. Refer to the Market Risk section of this MD&A for a table that provides a breakdown of the trading portfolio by security type.

Debt securities available-for-sale amounted to $10.5 billion at June 30, 2018, compared to $10.2 billion at December 31, 2017. The increase of $0.3 billion was mainly at BPPR due to purchases of U.S. Treasury securities, partially offset by pay-downs of mortgage-backed securities and collateralized mortgage obligations. Refer to Note 5 to the Consolidated Financial Statements for additional information with respect to the Corporation’s debt securities AFS.

Loans

Refer to Table 5 for a breakdown of the Corporation’s loan portfolio, the principal category of earning assets. Also, refer to Note 7 for detailed information about the Corporation’s loan portfolio composition and loan purchases and sales.

Loans held-in-portfolio decreased by $0.2 billion to $ 24.6 billion at June 30, 2018, mainly due to a decrease of $0.4 billion in mortgage loans principally related to a reduction of $0.5 billion in mortgage loans rebooked at BPPR which are subject to the GNMA repurchase option and a decrease in commercial loans at BPPR of $0.2 billion, partially offset by growth in commercial loans at PB by $0.3 billion.

The loans held-for-sale portfolio decreased by $59 million from December 31, 2017 due to a higher volume of securitization activity of mortgage loans held-for-sale at BPPR.

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Table 5—Loans Ending Balances


(In thousands)	June 30, 2018		December 31, 2017		Variance
Loans not covered under FDIC loss sharing agreements:
Commercial	$	11,589,993	$	11,488,861	$	101,132
Construction		899,323		880,029		19,294
Legacy ^[1]		29,250		32,980		(3,730	)
Lease financing		872,098		809,990		62,108
Mortgage		7,376,711		7,270,407		106,304
Consumer		3,841,141		3,810,527		30,614

Total non-covered loans held-in-portfolio		24,608,516		24,292,794		315,722

Loans covered under FDIC loss sharing agreements:
Mortgage		—		502,930		(502,930	)
Consumer		—		14,344		(14,344	)

Total covered loans held-in-portfolio		—		517,274		(517,274	)

Total loans held-in-portfolio		24,608,516		24,810,068		(201,552	)

Loans held-for-sale:
Mortgage		73,859		132,395		(58,536	)

Total loans held-for-sale		73,859		132,395		(58,536	)

Total loans	$	24,682,375	$	24,942,463	$	(260,088	)

[1]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

FDIC loss share asset

The FDIC loss share asset of $45 million was eliminated as a result of the Termination Agreement with the FDIC. Refer to Note 9 to the Consolidated Financial Statements for additional information on the Termination Agreement.

Other real estate owned

Other real estate owned (“OREO”) represents real estate property received in satisfaction of debt. At June 30, 2018, OREO decreased to $142 million from $189 million at December 31, 2017 mainly due to a decrease in residential properties at BPPR. Refer to Note 12 to the Consolidated Financial Statements for the activity in other real estate owned.

Accrued income receivable

Accrued income receivable decreased by $48 million principally in consumer and mortgage loans due to collections and capitalizations of interest deferred as part of hurricane relief loan modification programs.

Other assets

Other assets decreased by $51 million mainly due to a decline in guaranteed mortgage loan claims of $59 million as a result of the foreclosure moratorium on FHA-insured mortgages and a decrease in prepaid taxes of $127 million, partially offset by an increase in net deferred tax assets of $150 million in part related to the income tax benefit of $108.9 million recorded during the second quarter related to the Tax Closing Agreement entered into in connection with the FDIC Transaction. Refer to Note 13 for a breakdown of the principal categories that comprise the caption of “Other Assets” in the Consolidated Statements of Financial Condition at June 30, 2018 and December 31, 2017.

Liabilities

The Corporation’s total liabilities were $42.2 billion at June 30, 2018, compared to $39.2 billion at December 31, 2017.

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Deposits and Borrowings

The composition of the Corporation’s financing sources to total assets at June 30, 2018 and December 31, 2017 is included in Table 6.

Table 6—Financing to Total Assets


	June 30,		December 31,		% increase (decrease)			% of total assets
(In millions)	2018		2017		from 2017 to 2018			2018			2017
Non-interest bearing deposits	$	9,392	$	8,491		10.6	%		19.8	%		19.2	%
Interest-bearing core deposits		25,460		22,394		13.7			53.6			50.6
Other interest-bearing deposits		4,525		4,569		(1.0	)		9.5			10.3
Repurchase agreements		307		391		(21.5	)		0.6			0.9
Other short-term borrowings		1		96		N.M.			—			0.2
Notes payable		1,562		1,536		1.7			3.3			3.5
Other liabilities		998		1,696		(41.2	)		2.1			3.8
Stockholders’ equity		5,290		5,104		3.6			11.1			11.5

N.M. - Not meaningful.

Deposits

The Corporation’s deposits totaled $39.4 billion at June 30, 2018, compared to $35.5 billion at December 31, 2017. The deposits increase of $3.9 billion was mainly at BPPR due to an increase of $1.8 billion in Puerto Rico public demand deposits and an increase of $1.4 billion in commercial and retail demand deposits. Refer to Table 7 for a breakdown of the Corporation’s deposits at June 30, 2018 and December 31, 2017.

Table 7—Deposits Ending Balances


(In thousands)	June 30, 2018		December 31, 2017		Variance
Demand deposits [1]	$	15,813,188	$	12,460,081	$	3,353,107
Savings, NOW and money market deposits (non-brokered)		15,751,376		15,054,242		697,134
Savings, NOW and money market deposits (brokered)		389,912		424,307		(34,395	)
Time deposits (non-brokered)		7,284,697		7,411,140		(126,443	)
Time deposits (brokered CDs)		138,388		103,738		34,650

Total deposits	$	39,377,561	$	35,453,508	$	3,924,053

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

Borrowings

The Corporation’s borrowings amounted to $1.9 billion at June 30, 2018, a decrease of $0.1 billion when compared to December 31, 2017. The variance is mainly driven by a decrease in other short-term borrowings and assets sold under agreements to repurchase. Refer to Note 16 to the Consolidated Financial Statements for detailed information on the Corporation’s borrowings. Also, refer to the Liquidity section in this MD&A for additional information on the Corporation’s funding sources.

Other liabilities

The Corporation’s other liabilities amounted to $1.0 billion at June 30, 2018, a decrease of $0.7 billion when compared to December 31, 2017, due to a decrease in the liability for rebooked GNMA loan sold with an option to repurchase of $0.5 billion and the elimination of the true-up payment obligation with the FDIC of $0.2 billion as a result of the Termination Agreement with the FDIC.

143

Stockholders’ Equity

Stockholders’ equity totaled $5.3 billion at June 30, 2018, an increase of $186 million from $5.1 billion at December 31, 2017, principally due to net income of $371.1 million for the six months ended June 30, 2018 and a cumulative effect of accounting change of $1.9 million, partially offset by higher unrealized losses on debt securities available-for-sale by $148.3 million, declared dividends of $51.1 million on common stock ($0.25 per share) and $1.9 million in dividends on preferred stock. Refer to the Consolidated Statements of Financial Condition, Comprehensive Income and of Changes in Stockholders’ Equity for information on the composition of stockholders’ equity.

REGULATORY CAPITAL

The Corporation, BPPR and PB are subject to regulatory capital requirements established by the Federal Reserve Board. The current risk-based capital standards applicable to the Corporation, BPPR and PB (“Basel III capital rules”), which have been effective since January 1, 2015, are based on the final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee on Banking Supervision. As of June 30, 2018, the Corporation’s, BPPR’s and PB’s capital ratios continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

The risk-based capital ratios presented in Table 8, which include common equity tier 1, Tier 1 capital, total capital and leverage capital as of June 30, 2018 and December 31, 2017, are calculated based on the Basel III capital rules related to the measurement of capital, risk-weighted assets and average assets.

Table 8—Capital Adequacy Data


(Dollars in thousands)	June 30, 2018			December 31, 2017
Common equity tier 1 capital:
Common stockholders equity – GAAP basis	$	5,239,501		$	5,053,745
AOCI related adjustments due to opt-out election		450,395			307,618
Goodwill, net of associated deferred tax liability (DTL)		(554,581	)		(561,604	)
Intangible assets, net of associated DTLs		(31,023	)		(28,538	)
Deferred tax assets and other deductions [1]		(609,783	)		(544,702	)

Common equity tier 1 capital	$	4,494,509		$	4,226,519

Additional tier 1 capital:
Preferred stock		50,160			50,160
Other additional tier 1 capital deductions [1]		(50,160	)		(50,160	)

Additional tier 1 capital	$	—		$	—

Tier 1 capital	$	4,494,509		$	4,226,519

Tier 2 capital:
Trust preferred securities subject to phase in as tier 2		426,602			426,602
Other inclusions (deductions), net [2]		330,319			332,144

Tier 2 capital	$	756,921		$	758,746

Total risk-based capital	$	5,251,430		$	4,985,265

Minimum total capital requirement to be well capitalized	$	2,572,634		$	2,593,570

Excess total capital over minimum well capitalized	$	2,678,796		$	2,391,695

Total risk-weighted assets	$	25,726,340		$	25,935,696

Total assets for leverage ratio	$	45,750,751		$	42,185,805

Risk-based capital ratios:
Common equity tier 1 capital		17.47	%		16.30	%
Tier 1 capital		17.47			16.30
Total capital		20.41			19.22
Tier 1 leverage		9.82			10.02

[1]

The total regulatory capital deductions for deferred tax assets and other adjustments at June 30, 2018 include $426 million related to carried forward net operating losses (NOL’s), net of related valuation allowance (December 31, 2017 - $435 million).

[2]

Out of the total allowance for loan losses of $643 million at June 30, 2018 (December 31, 2017 - $623 million), only $330 million (December 31, 2017 - $332 million), qualifies as Tier 2 Capital, due to the Basell III limitations of 1.25% of risk weighted assets.

144

The Basel III capital rules provide that a depository institution will be deemed to be well capitalized if it maintains a leverage ratio of at least 5%, a common equity Tier 1 ratio of at least 6.5%, a Tier 1 capital ratio of at least 8% and a total risk-based ratio of at least 10%. Management has determined that as of June 30, 2018, the Corporation, BPPR and PB continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

The increase in the common equity tier I capital ratio, tier I capital ratio and total capital ratio as of June 30, 2018 as compared to December 31, 2017 was mainly attributed to the six months period earnings, and lower risk-weighted assets driven by a decrease in loans held-in-portfolio. The decrease in the leverage ratio was mainly attributed to the increase in average total assets. Refer to Table 1, Financial Condition Highlights, for information of average assets and to the Financial Condition Analysis section of this MD&A for a discussion of significant variances in assets.

Non-GAAP financial measures

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

Table 9 provides a reconciliation of total stockholders’ equity to tangible common equity and total assets to tangible assets as of June 30, 2018, and December 31, 2017.

Table 9—Reconciliation of Tangible Common Equity and Tangible Assets


(In thousands, except share or per share information)	June 30, 2018			December 31, 2017
Total stockholders’ equity	$	5,289,661		$	5,103,905
Less: Preferred stock		(50,160	)		(50,160	)
Less: Goodwill		(627,294	)		(627,294	)
Less: Other intangibles		(31,023	)		(35,672	)

Total tangible common equity	$	4,581,184		$	4,390,779

Total assets	$	47,535,177		$	44,277,337
Less: Goodwill		(627,294	)		(627,294	)
Less: Other intangibles		(31,023	)		(35,672	)

Total tangible assets	$	46,876,860		$	43,614,371

Tangible common equity to tangible assets		9.77	%		10.07	%
Common shares outstanding at end of period		102,296,440			102,068,981
Tangible book value per common share	$	44.78		$	43.02

OFF-BALANCE SHEET ARRANGEMENTS AND OTHER COMMITMENTS

In the ordinary course of business, the Corporation engages in financial transactions that are not recorded on the balance sheet, or may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a provider of financial services, the Corporation routinely enters into commitments with off-balance sheet risk to meet the financial needs of its customers. These commitments may include loan commitments and standby letters of credit. These commitments are subject to the same credit policies and approval process used for on-balance sheet instruments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position. Other types of off-balance sheet arrangements that the Corporation enters in the ordinary course of business include derivatives, operating leases and provision of guarantees, indemnifications, and representation and warranties. Refer to Note 20 for a detailed discussion related to the Corporation’s obligations under credit recourse and representation and warranties arrangements.

145

Contractual Obligations and Commercial Commitments

The Corporation has various financial obligations, including contractual obligations and commercial commitments, which require future cash payments on debt and lease agreements. Also, in the normal course of business, the Corporation enters into contractual arrangements whereby it commits to future purchases of products or services from third parties. Obligations that are legally binding agreements, whereby the Corporation agrees to purchase products or services with a specific minimum quantity defined at a fixed, minimum or variable price over a specified period of time, are defined as purchase obligations.

Purchase obligations include major legal and binding contractual obligations outstanding at June 30, 2018, primarily for services, equipment and real estate construction projects. Services include software licensing and maintenance, facilities maintenance, supplies purchasing, and other goods or services used in the operation of the business. Generally, these contracts are renewable or cancelable at least annually, although in some cases the Corporation has committed to contracts that may extend for several years to secure favorable pricing concessions. Purchase obligations amounted to $343 million at June 30, 2018 of which approximately 43% mature in 2018, 27% in 2019, 15% in 2020 and 15% thereafter.

The Corporation also enters into derivative contracts under which it is required either to receive or pay cash, depending on changes in interest rates. These contracts are carried at fair value on the Consolidated Statement of Financial Condition with the fair value representing the net present value of the expected future cash receipts and payments based on market rates of interest as of the statement of condition date. The fair value of the contract changes daily as interest rates change. The Corporation may also be required to post additional collateral on margin calls on the derivatives and repurchase transactions.

Refer to Note 16 for a breakdown of long-term borrowings by maturity.

The Corporation utilizes lending-related financial instruments in the normal course of business to accommodate the financial needs of its customers. The Corporation’s exposure to credit losses in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit and commercial letters of credit is represented by the contractual notional amount of these instruments. The Corporation uses credit procedures and policies in making those commitments and conditional obligations as it does in extending loans to customers. Since many of the commitments may expire without being drawn upon, the total contractual amounts are not representative of the Corporation’s actual future credit exposure or liquidity requirements for these commitments.

Table 10 presents the contractual amounts related to the Corporation’s off-balance sheet lending and other activities at June 30, 2018.

Table 10—Off-Balance Sheet Lending and Other Activities


	Amount of commitment - Expiration Period
(In thousands)	2018		Years 2019 - 2020		Years 2021 - 2022		Years 2023 - thereafter		Total
Commitments to extend credit	$	5,730,499	$	1,191,458	$	163,533	$	87,655	$	7,173,145
Commercial letters of credit		3,835		—		—		—		3,835
Standby letters of credit		12,324		15,783		—		—		28,107
Commitments to originate or fund mortgage loans		28,844		2,846		—		—		31,690

Total	$	5,775,502	$	1,210,087	$	163,533	$	87,655	$	7,236,777

At June 30, 2018 and December 31, 2017, the Corporation maintained a reserve of approximately $9 million and $10 million, respectively, for probable losses associated with unfunded loan commitments related to commercial and consumer lines of credit. The estimated reserve is principally based on the expected draws on these facilities using historical trends and the application of the corresponding reserve factors determined under the Corporation’s allowance for loan losses methodology. This reserve for unfunded loan commitments remains separate and distinct from the allowance for loan losses and is reported as part of other liabilities in the consolidated statement of financial condition.

Refer to Note 21 to the Consolidated Financial Statements for additional information on credit commitments and contingencies.

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RISK MANAGEMENT

Market / Interest Rate Risk

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

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

Most of the assets subject to market valuation risk are securities in the debt securities portfolio classified as available-for-sale. Refer to Notes 5 and 6 for further information on the debt securities available for sale and held to maturity portfolio. Debt securities classified as available-for-sale amounted to $10.5 billion as of June 30, 2018. Other assets subject to market risk include loans held-for-sale, which amounted to $74 million, mortgage servicing rights (“MSRs”) which amounted to $164 million and securities classified as “trading”, which amounted to $42 million, as of June 30, 2018.

Management believes that market risk is currently not a material source of risk at the Corporation.

Interest Rate Risk (“IRR’)

The Corporation’s net interest income is subject to various categories of interest rate risk, including repricing, basis, yield curve and option risks. In managing interest rate risk, management may alter the mix of floating and fixed rate assets and liabilities, change pricing schedules, adjust maturities through sales and purchases of investment securities, and enter into derivative contracts, among other alternatives.

Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of interest rate risk begins with understanding the dynamic characteristics of assets and liabilities and determining the appropriate rate risk position given line of business forecasts, management objectives, market expectations and policy constraints.

Management utilizes various tools to assess IRR, including Net Interest Income (“NII“) simulation modeling, static gap analysis, and Economic Value of Equity (EVE). The three methodologies complement each other and are used jointly in the evaluation of the Corporation’s IRR. NII simulation modeling is prepared for a five-year period, which in conjunction with the EVE analysis, provides management a better view of long term IRR.

Net interest income simulation analysis performed by legal entity and on a consolidated basis is a tool used by the Corporation in estimating the potential change in net interest income resulting from hypothetical changes in interest rates. Sensitivity analysis is calculated using a simulation model which incorporates actual balance sheet figures detailed by maturity and interest yields or costs.

Management assesses interest rate risk by comparing various NII simulations under different interest rate scenarios that differ in direction of interest rate changes, the degree of change and the projected shape of the yield curve. For example, the types of rate scenarios processed during the quarter include flat rates, implied forwards, parallel and non-parallel rate shocks. Management also performs analyses to isolate and measure basis and prepayment risk exposures.

The asset and liability management group performs validation procedures on various assumptions used as part of the simulation analyses as well as validations of results on a monthly basis. In addition, the model and processes used to assess IRR are subject to independent validations according to the guidelines established in the Model Governance and Validation policy.

The Corporation processes NII simulations under interest rate scenarios in which the yield curve is assumed to rise and decline by the same amount (parallel shifts). The rate scenarios considered in these market risk simulations reflect parallel changes of -200, +200 and +400 basis points during the succeeding twelve-month period. Simulation analyses are based on many assumptions, including relative levels of market interest rates across all yield curve points and indexes, interest rate spreads, loan prepayments and deposit elasticity. Thus, they should not be relied upon as indicative of actual results. Further, the estimates do not contemplate actions that management could take to respond to changes in interest rates. By their nature, these forward-looking computations are only estimates and may be different from what may actually occur in the future. The following table presents the results of the simulations at June 30, 2018 and December 31, 2017, assuming a static balance sheet and parallel changes over flat spot rates over a one-year time horizon:

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


	June 30, 2018						December 31, 2017
(Dollars in thousands)	Amount Change			Percent Change			Amount Change			Percent Change
Change in interest rate
+400 basis points	$	276,387			16.34	%	$	227,970			14.26	%
+200 basis points		138,340			8.18			114,943			7.19
-200 basis points		(279,355	)		(16.51	)		(176,095	)		(11.01	)

The results of the NII simulations at December 31, 2017 in the table above have been adjusted from those reported in the Corporation’s Form 10-K to align the assumptions used with respect to interest rates on non-maturity public funds deposits to contractual terms of their related depository agreements. Previously, in the Corporation’s Form 10-K the assumptions with respect to such deposits had been based on the historical behavior of commercial and public deposits in the aggregate and did not consider the fact that contracts governing such non-maturity public deposits contained provisions that require BPPR, in certain circumstances, to make adjustments to the interest rate payable on such deposits based upon changes in market interest rates. Although as a result of such adjustment the magnitude of the Corporation’s sensitivity to increases in interest rates becomes lower, the Corporation continues to be in an asset sensitive position due mainly to, among other reasons: (i) a high level of money market investments that are highly sensitive to changes in interest rates, (ii) approximately 34% of the Corporation’s loan portfolio being comprised of Prime and Libor-based loans and (iii) low elasticity of the Corporation’s core deposit base.

At June 30, 2018, the simulations showed that the Corporation maintains an asset-sensitive position. The increase in sensitivity from December 31, 2017 in the +200 and +400 scenarios is mainly driven by an increase in money market investments of $3.3 billion, from $5.3 billion at December 31, 2017 to $8.6 billion at June 30, 2018, primarily due to growth in interest-bearing non-maturity deposits. The increase in sensitivity in the -200 scenario is also driven by the increase in money market investments, which are subject to immediate repricing as rates change across all scenarios, combined with the increases in the Federal Funds Target Rate in March and June 2018 by the Federal Reserve, which led to an increase in the magnitude of the -200 basis points scenario.

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

Trading

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

At June 30, 2018, the Corporation held trading securities with a fair value of $42 million, representing approximately 0.1% of the Corporation’s total assets, compared with $34 million and 0.1%, respectively, at December 31, 2017. As shown in Table 12, the trading portfolio consists principally of mortgage-backed securities which at June 30, 2018 were investment grade securities. As of June 30, 2018, the trading portfolio also included $5 million in U.S. Treasury securities and $0.2 million in Puerto Rico government obligations ($0.3 million and $0.2 million as of December 31, 2017, respectively). Trading instruments are recognized at fair value, with changes resulting from fluctuations in market prices, interest rates or exchange rates reported in current period earnings. The Corporation recognized a net trading account gain of $21 thousand for the quarter ended June 30, 2018 and a net trading account loss of $0.7 million for the quarter ended June 30, 2017.

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Table 12—Trading Portfolio


	June 30, 2018					December 31, 2017
(Dollars in thousands)	Amount		Weighted Average Yield ^[1]			Amount		Weighted Average Yield ^[1]
Mortgage-backed securities	$	32,299		5.16	%	$	29,280		5.40	%
U.S. Treasury securities		4,956		1.48			261		1.31
Collateralized mortgage obligations		720		5.62			529		5.74
Puerto Rico government obligations		180		0.27			159		0.28
Interest-only strips		506		12.19			529		12.58
Other ^[2]		2,976		3.19			3,168		2.43

Total	$	41,637		4.65	%	$	33,926		5.18	%

[1]	Not on a taxable equivalent basis.

[2]	Includes trading derivatives at December 31, 2017.

The Corporation’s trading activities are limited by internal policies. For each of the two subsidiaries, the market risk assumed under trading activities is measured by the 5-day net value-at-risk (“VAR”), with a confidence level of 99%. The VAR measures the maximum estimated loss that may occur over a 5-day holding period, given a 99% probability.

The Corporation’s trading portfolio had a 5-day VAR of approximately $0.3 million for the last week in June 2018. There are numerous assumptions and estimates associated with VAR modeling, and actual results could differ from these assumptions and estimates. Backtesting is performed to compare actual results against maximum estimated losses, in order to evaluate model and assumptions accuracy.

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

FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

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

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

Refer to Note 24 to the Consolidated Financial Statements for information on the Corporation’s fair value measurement required by the applicable accounting standard.

A description of the Corporation’s valuation methodologies used for the assets and liabilities measured at fair value is included in Note 31 to the Consolidated Financial Statements in the 2017 Form 10-K. Also, refer to the Critical Accounting Policies / Estimates in the 2017 Form 10-K for additional information on the accounting guidance and the Corporation’s policies or procedures related to fair value measurements.

Liquidity

The objective of effective liquidity management is to ensure that the Corporation has sufficient liquidity to meet all of its financial obligations, finance expected future growth and maintain a reasonable safety margin for cash commitments under both normal and stressed market conditions. The Board is responsible for establishing the Corporation’s tolerance for liquidity risk, including approving relevant risk limits and policies. The Board has delegated the monitoring of these risks to the RMC and the ALCO. The management

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of liquidity risk, on a long-term and day-to-day basis, is the responsibility of the Corporate Treasury Division. The Corporation’s Corporate Treasurer is responsible for implementing the policies and procedures approved by the Board and for monitoring the Corporation’s liquidity position on an ongoing basis. Also, the Corporate Treasury Division coordinates corporate wide liquidity management strategies and activities with the reportable segments, oversees policy breaches and manages the escalation process. The Financial and Operational Risk Management Division is responsible for the independent monitoring and reporting of adherence with established policies.

An institution’s liquidity may be pressured if, for example, its credit rating is downgraded, it experiences a sudden and unexpected substantial cash outflow, or some other event causes counterparties to avoid exposure to the institution. Factors that the Corporation does not control, such as the economic outlook, adverse ratings of its principal markets and regulatory changes, could also affect its ability to obtain funding.

Liquidity is managed by the Corporation at the level of the holding companies that own the banking and non-banking subsidiaries. It is also managed at the level of the banking and non-banking subsidiaries. The Corporation has adopted policies and limits to monitor more effectively the Corporation’s liquidity position and that of the banking subsidiaries. Additionally, contingency funding plans are used to model various stress events of different magnitudes and affecting different time horizons that assist management in evaluating the size of the liquidity buffers needed if those stress events occur. However, such models may not predict accurately how the market and customers might react to every event, and are dependent on many assumptions.

Deposits, including customer deposits, brokered deposits and public funds deposits, continue to be the most significant source of funds for the Corporation, funding 83% of the Corporation’s total assets at June 30, 2018 and 80% at December 31, 2017. The ratio of total ending loans to deposits was 63% at June 30, 2018, compared to 70% at December 31, 2017. In addition to traditional deposits, the Corporation maintains borrowing arrangements. At June 30, 2018, these borrowings consisted primarily of $ 307 million in assets sold under agreement to repurchase, $656 million in advances with the FHLB, $439 million in junior subordinated deferrable interest debentures (net of debt issuance cost) related to trust preferred securities and $447 million in term notes (net of debt issuance cost). A detailed description of the Corporation’s borrowings, including their terms, is included in Note 16 to the Consolidated Financial Statements. Also, the Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements provide information on the Corporation’s cash inflows and outflows.

The Corporation’s Board of Directors has authorized a common stock repurchase of up to $125 million. Common stock repurchases may be executed in the open market or in privately negotiated transactions. The timing and exact amount of the share repurchase will be subject to various factors, including the Company’s capital position, financial performance and market conditions.

The following sections provide further information on the Corporation’s major funding activities and needs, as well as the risks involved in these activities. A detailed description of the Corporation’s borrowings and available lines of credit, including its terms, is included in Note 16 to the Consolidated Financial Statements. Also, the Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements provide information on the Corporation’s cash inflows and outflows.

Banking Subsidiaries

Primary sources of funding for the Corporation’s banking subsidiaries (BPPR and PB), or “the banking subsidiaries,” include retail and commercial deposits, brokered deposits, unpledged investment securities, mortgage loan securitization, and, to a lesser extent, loan sales. In addition, the Corporation maintains borrowing facilities with the FHLB and at the discount window of the Federal Reserve Board (the “FRB”), and has a considerable amount of collateral pledged that can be used to quickly raise funds under these facilities.

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), and operational expenses. Also, the banking subsidiaries assume liquidity risk related to collateral posting requirements for certain activities mainly in connection with contractual commitments, recourse provisions, servicing advances, derivatives, credit card licensing agreements and support to several mutual funds administered by BPPR.

During the six months ended June 30, 2018, BPPR paid cash dividends of $46 million, a portion of which was used by Popular, Inc. for the payments of the cash dividends on its outstanding common stock. In addition, BPPR declared an additional dividend of $300 million to Popular, Inc. that was paid in July 2, 2018.

Note 35 to the Consolidated Financial Statements provides a consolidating statement of cash flows which includes the Corporation’s banking subsidiaries as part of the “All other subsidiaries and eliminations” column.

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The banking subsidiaries maintain sufficient funding capacity to address large increases in funding requirements such as deposit outflows. This capacity is comprised mainly of available liquidity derived from secured funding sources, as well as on-balance sheet liquidity in the form of cash balances maintained at the Fed and unused secured lines held at the FRB and FHLB, in addition to liquid unpledged securities. The Corporation has established liquidity guidelines that require the banking subsidiaries to have sufficient liquidity to cover all short-term borrowings and a portion of deposits.

The Corporation’s ability to compete successfully in the marketplace for deposits, excluding brokered deposits, depends on various factors, including pricing, service, convenience and financial stability as reflected by operating results, credit ratings (by nationally recognized credit rating agencies), and importantly, FDIC deposit insurance. Although a downgrade in the credit ratings of the Corporation’s banking subsidiaries may impact their ability to raise retail and commercial deposits or the rate that it is required to pay on such deposits, management does not believe that the impact should be material. Deposits at all of the Corporation’s banking subsidiaries are federally insured (subject to FDIC limits) and this is expected to mitigate the potential effect of a downgrade in the credit ratings.

Deposits are a key source of funding as they tend to be less volatile than institutional borrowings and their cost is less sensitive to changes in market rates. Refer to Table 7 for a breakdown of deposits by major types. Core deposits are generated from a large base of consumer, corporate and institutional customers. Core deposits include all non-interest bearing deposits, savings deposits and certificates of deposit under $100,000, excluding brokered deposits with denominations under $100,000. Core deposits have historically provided the Corporation with a sizable source of relatively stable and low-cost funds. Core deposits totaled $ 34.9 billion, or 89% of total deposits, at June 30, 2018, compared with $30.9 billion, or 87% of total deposits, at December 31, 2017. Core deposits financed 79% of the Corporation’s earning assets at June 30, 2018, compared with 76% at December 31, 2017.

Certificates of deposit with denominations of $100,000 and over at June 30, 2018 totaled $ 4.0 billion, or 10% of total deposits (December 31, 2017 - $4.1 billion, or 11% of total deposits). Their distribution by maturity at June 30, 2018 is presented in the table that follows:

Table 13—Distribution by Maturity of Certificate of Deposits of $100,000 and Over


(In thousands)
3 months or less	$	1,613,280
3 to 6 months		389,477
6 to 12 months		588,757
Over 12 months		1,430,977

Total	$	4,022,491

At June 30, 2018 and December 31, 2017, approximately 1% of the Corporation’s assets were financed by brokered deposits. The Corporation had $ 0.5 billion in brokered deposits at June 30, 2018 and December 31, 2017. In the event that any of the Corporation’s banking subsidiaries’ regulatory capital ratios fall below those required by a well-capitalized institution or are subject to capital restrictions by the regulators, that banking subsidiary faces the risk of not being able to raise or maintain brokered deposits and faces limitations on the rate paid on deposits, which may hinder the Corporation’s ability to effectively compete in its retail markets and could affect its deposit raising efforts.

To the extent that the banking subsidiaries are unable to obtain sufficient liquidity through core deposits, the Corporation may meet its liquidity needs through short-term borrowings by pledging securities for borrowings under repurchase agreements, by pledging additional loans and securities through the available secured lending facilities, or by selling liquid assets. These measures are subject to availability of collateral.

The Corporation’s banking subsidiaries have the ability to borrow funds from the FHLB. At June 30, 2018 the banking subsidiaries had credit facilities authorized with the FHLB aggregating to $3.5 billion, based on assets pledged with the FHLB at those dates (December 31, 2017 - $3.9 billion). Outstanding borrowings under these credit facilities totaled $656 million at June 30, 2018 and $726 million at December 31, 2017. Such advances are collateralized by loans held-in-portfolio, do not have restrictive covenants and do not have any callable features. At June 30, 2018 the credit facilities authorized with the FHLB were collateralized by $4.7 billion in loans held-in-portfolio (December 31, 2017 - $4.9 billion). Refer to Note 16 to the Consolidated Financial Statements for additional information on the terms of FHLB advances outstanding.

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At June 30, 2018 and December 31, 2017, the Corporation’s borrowing capacity at the Fed’s Discount Window amounted to approximately $1.2 billion and $1.1 billion, respectively, which remained unused as of both dates. The amount available under this borrowing facility is dependent upon the balance of performing loans, securities pledged as collateral and the haircuts assigned to such collateral. At June 30, 2018, this credit facility with the Fed was collateralized by $2.2 billion of loans held-in-portfolio (December 31, 2017 - $2.0 billion).

At June 30, 2018, 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 its banking subsidiaries are unable to maintain access to funding or if adequate financing is not available to accommodate future financing needs at acceptable interest rates. The banking subsidiaries also are required to deposit cash or qualifying securities to meet margin requirements. To the extent that the value of securities previously pledged as collateral declines because of market changes, the Corporation will be required to deposit additional cash or securities to meet its margin requirements, thereby adversely affecting its liquidity. Finally, if management is required to rely more heavily on more expensive funding sources to meet its future growth, revenues may not increase proportionately to cover costs. In this case, profitability would be adversely affected.

Bank Holding Companies

The principal sources of funding for the bank holding companies (the “BHC’s”), which are Popular, Inc. (holding company only) (“PIHC”) and Popular North America, Inc. (“PNA”), include cash on hand, investment securities, dividends received from banking and non-banking subsidiaries (subject to regulatory limits and authorizations) asset sales, credit facilities available from affiliate banking subsidiaries and proceeds from potential securities offerings.

Additionally, PIHC, as borrower, has an available secured uncommitted credit facility with BPPR, as lender, of $90 million. The terms of the uncommitted credit facility are subject to the rules of Section 23A of the Federal Reserve Act including collateral requirements and restrictions. At June 30, 2018, the entire amount of the uncommitted credit facility was available. PIHC did not utilize this credit facility during the six months period ended June 30, 2018.

The principal use of these funds include the repayment of debt, and interest payments to holders of senior debt and junior subordinated deferrable interest (related to trust preferred securities) and capitalizing its banking subsidiaries.

During the six months ended June 30, 2018, PIHC received $46 million in dividends from BPPR, $13 million in dividends from PNA and $4 million in dividends from its non-banking subsidiaries. Additionally, during the quarter ended June 30, 2018, BPPR declared a dividend of $300 million to PIHC, which was paid on July 2, 2018.

Another use of liquidity at the parent holding company is the payment of dividends on its outstanding stock. During the six ended June 30, 2018, the Corporation declared quarterly dividends on its outstanding common stock of $0.25 per share, for a total of $ 51.1 million. Refer to additional information on Note 18– Stockholder’s equity. The dividends for the Corporation’s Series A and Series B preferred stock amounted to $ 1.9 million for the six months ended June 30, 2018.

The BHC’s have in the past borrowed in the money markets and in the corporate debt market primarily to finance their non-banking subsidiaries, however, the cash needs of the Corporation’s non-banking subsidiaries other than to repay indebtedness and interest are now minimal. These sources of funding have become more costly due to the reductions in the Corporation’s credit ratings. The Corporation’s principal credit ratings are below “investment grade”, which affects the Corporation’s ability to raise funds in the capital markets. 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.

Note 35 to the Consolidated Financial Statements provides a statement of condition, of operations and of cash flows for the two BHC’s. The loans held-in-portfolio in such financial statements is principally associated with intercompany transactions.

The outstanding balance of notes payable at the BHC’s amounted to $887 million at June 30, 2018, compared with $886 million at December 31, 2017. The repayment of the BHC’s obligations represents a potential cash need which is expected to be met with a combination of internal liquidity resources stemming mainly from future dividend receipts and new borrowings.

The contractual maturities of the BHC’s notes payable at June 30, 2018 are presented in Table 14.

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Table 14 —Distribution of BHC’s Notes Payable by Contractual Maturity


Year	(In thousands)
2018	$	—
2019		447,915
2020		—
2021		—
2022		—
Later years		439,364

Total	$	887,279

As indicated previously, the BHC did not issue new registered debt in the capital markets during the six months ended June 30, 2018.

The BHCs liquidity position continues to be adequate with sufficient cash on hand, investments and other sources of liquidity which are expected to be enough to meet all BHCs obligations during the foreseeable future.

Non-banking subsidiaries

The principal sources of funding for the non-banking subsidiaries include internally generated cash flows from operations, loan sales, repurchase agreements, capital injection 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 from their holding companies, BPPR or PB.

Other Funding Sources and Capital

The debt securities portfolio provides an additional source of liquidity, which may be realized through either securities sales or repurchase agreements. The Corporation’s debt securities portfolio consists primarily of liquid U.S. government investment securities, sponsored U.S. agency securities, government sponsored mortgage-backed securities, and collateralized mortgage obligations that can be used to raise funds in the repo markets. The availability of the repurchase agreement would be subject to having sufficient unpledged collateral available at the time the transactions are to be consummated, in addition to overall liquidity and risk appetite of the various counterparties. The Corporation’s unpledged debt securities, amounted to $2.1 billion at June 30, 2018 and $3.2 billion at December 31, 2017. A substantial portion of these debt securities could be used to raise financing quickly in the U.S. money markets or from secured lending sources.

Additional liquidity may be provided through loan maturities, prepayments and sales. The loan portfolio can also be used to obtain funding in the capital markets. In particular, mortgage loans and some types of consumer loans, have secondary markets which the Corporation could use.

Risks to Liquidity

Total lines of credit outstanding are not necessarily a measure of the total credit available on a continuing basis. Some of these lines could be subject to collateral requirements, standards of creditworthiness, leverage ratios and other regulatory requirements, among other factors. Derivatives, such as those embedded in long-term repurchase transactions or interest rate swaps, and off-balance sheet exposures, such as recourse, performance bonds or credit card arrangements, are subject to collateral requirements. As their fair value increases, the collateral requirements may increase, thereby reducing the balance of unpledged securities.

The importance of the Puerto Rico market for the Corporation is an additional risk factor that could affect its financing activities. In the case of a deterioration in economic and fiscal conditions in Puerto Rico, the credit quality of the Corporation could be affected and result in higher credit costs. The Puerto Rico economy continues to face various challenges, including significant pressures in some sectors of the residential real estate market and the recent impact of two major hurricanes. Refer to the Geographic and Government Risk section of this MD&A for some highlights on the current status of the Puerto Rico economy and the ongoing fiscal crisis.

Factors that the Corporation does not control, such as the economic outlook and credit ratings of its principal markets and regulatory changes, could also affect its ability to obtain funding. In order to prepare for the possibility of such scenario, management has adopted contingency plans for raising financing under stress scenarios when important sources of funds that are usually fully available are temporarily unavailable. These plans call for using alternate funding mechanisms, such as the pledging of certain asset classes and accessing secured credit lines and loan facilities put in place with the FHLB and the FRB.

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

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. At the BHCs, the volume of capital market borrowings has declined substantially, as the non-banking lending businesses that it had historically funded have been shut down and the need to raise unsecured senior debt has been substantially reduced.

Obligations Subject to Rating Triggers or Collateral Requirements

The Corporation’s banking subsidiaries currently do not use borrowings that are rated by the major rating agencies, as these banking subsidiaries are funded primarily with deposits and secured borrowings. The banking subsidiaries had $12 million in deposits at June 30, 2018 that are subject to rating triggers.

In addition, certain mortgage servicing and custodial agreements that BPPR has with third parties include rating covenants. In the event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for escrow deposits and/or increase collateral levels securing the recourse obligations. Also, as discussed in Note 20 to the Consolidated Financial Statements, the Corporation services residential mortgage loans subject to credit recourse provisions. Certain contractual agreements require the Corporation to post collateral to secure such recourse obligations if the institution’s required credit ratings are not maintained. Collateral pledged by the Corporation to secure recourse obligations amounted to approximately $62 million at June 30, 2018. The Corporation could be required to post additional collateral under the agreements. Management expects that it would be able to meet additional collateral requirements if and when needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s liquidity resources and impact its operating results.

Credit Risk

Geographic and Government Risk

The Corporation is exposed to geographic and government risk. The Corporation’s assets and revenue composition by geographical area and by business segment reporting are presented in Note 33 to the Consolidated Financial Statements.

Commonwealth of Puerto Rico

A significant portion of our financial activities and credit exposure is concentrated in the Commonwealth of Puerto Rico (the “Commonwealth” or “Puerto Rico”), which continues to be in a severe economic and fiscal crisis.

Economic Performance

The Commonwealth’s economy entered a recession in the fourth quarter of fiscal year 2006, and the Commonwealth’s gross national product (“GNP”) has contracted (in real terms) every fiscal year between 2007 and 2017, with the exception of fiscal year 2012. Pursuant to the latest Puerto Rico Planning Board (the “Planning Board”) estimates, published in January 2018, the Commonwealth’s real GNP for fiscal years 2016 and 2017 decreased by 1.3% and 2.4%, respectively. The Planning Board’s GNP forecast for fiscal year 2018, which was released in April 2017 and has not been revised, projects a contraction of 1.5%. This analysis does not account for the impact of hurricanes Irma and María in September 2017, which is expected to have a materially adverse effect on the Commonwealth’s GNP in fiscal year 2018. The Revised Commonwealth Fiscal Plan (as hereinafter defined), which accounts for the impact of hurricanes Irma and María, estimates a 13.3% contraction in real GNP in fiscal year 2018, and projects relatively steady macroeconomic growth after fiscal year 2018.

Fiscal Crisis

The Commonwealth is in the midst of a profound fiscal crisis affecting the central government and many of its instrumentalities, public corporations and municipalities. The fiscal crisis is primarily the result of continuing economic contraction, persistent and significant budget deficits, a high debt burden, unfunded legacy obligations, and lack of access to the capital markets, among other factors. As

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a result of the crisis, the Commonwealth and certain of its instrumentalities have been unable to make debt service payments on their outstanding bonds and notes since 2016. The escalating fiscal and economic crisis and the imminent widespread defaults prompted the U.S. Congress to enact the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) in June 2016, which, as further discussed below, established two mechanisms for the restructuring of the obligations of the Commonwealth, its public corporations, instrumentalities and municipalities. The Commonwealth and several of its instrumentalities are currently in the process of restructuring their debts through such mechanisms.

PROMESA

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

The Oversight Board has designated the Commonwealth and all of its public corporations and instrumentalities as “covered entities” under PROMESA. None of the Commonwealth’s municipalities have been designated as covered entities as of the date of this report, but may be designated as such in the future. Covered entities are required to submit their annual budgets and, if the Oversight Board so requests, their fiscal plans, to the Oversight Board for its review and approval. They are also required to seek Oversight Board approval to issue, guarantee or modify their debts and to enter into contracts with an aggregate value of $10 million or more. Finally, covered entities are also potentially eligible to avail themselves of the restructuring processes provided by PROMESA. One of such restructuring processes, Title VI, is a largely out-of-court process through which a government entity and its financial creditors can agree on terms to restructure such entity’s debt. If a supermajority of creditors of a certain category agrees, that agreement can bind all other creditors in such category. The other one, Title III, draws on the federal bankruptcy code and provides a court-supervised process for a comprehensive restructuring led by the Oversight Board. Access to either of these procedures is dependent on compliance with certain requirements established in PROMESA, including the approval of the Oversight Board.

Fiscal Plans

Commonwealth Fiscal Plan . As required by PROMESA, the government submitted a fiscal plan to the Oversight Board, which the Oversight Board certified, with certain amendments, in March 2017 (the “Original Fiscal Plan”). As a result of the aftermath of hurricanes Irma and María, on October 31, 2017, the Oversight Board announced a process to revise the Original Fiscal Plan.

As requested by the Oversight Board, the Commonwealth prepared and presented the Oversight Board with various drafts of a revised fiscal plan for the Commonwealth and certain of its instrumentalities. Notwithstanding the Commonwealth’s efforts, on June 29, 2018, the Oversight Board certified a new, revised fiscal plan for the Commonwealth (the “Revised Commonwealth Fiscal Plan”). Although the Revised Commonwealth Fiscal Plan borrows heavily from the draft fiscal plans presented by the Commonwealth, it differs in certain significant aspects from the Commonwealth’s proposals.

The Revised Commonwealth Fiscal Plan estimates a 13.3% contraction in real GNP in fiscal year 2018, and projects relatively steady macroeconomic growth after fiscal year 2018, assuming the successful implementation of the fiscal and structural reforms outlined in the Revised Commonwealth Fiscal Plan. This macroeconomic growth projection takes into account a projected population decline during the six-year period covered by the Revised Commonwealth Fiscal Plan of approximately 12%. Without the fiscal and structural measures included in the Revised Commonwealth Fiscal Plan, the six-year deficit is expected to total $5.9 billion, before the payment of any debt service. After the application of the fiscal measures provided for under the Revised Commonwealth Fiscal Plan, and the fiscal impact of the structural reforms described therein, the Revised Commonwealth Fiscal Plan projects a surplus of approximately $6.7 billion for the applicable six-year period, before the payment of any debt service. In addition, the Revised Commonwealth Fiscal Plan projects increased revenues buoyed by a positive macroeconomic trajectory resulting from significant disaster relief funding stimulus, as well as federal Medicaid funding. The Revised Commonwealth Fiscal Plan includes illustrative estimates of the implied debt capacity of the Commonwealth and the instrumentalities covered by the plan, based on a range of interest rates and assuming a 30-year term for such debt. These estimates confirm the need for significant debt restructuring and write-downs. The Revised Fiscal Plan, however, does not take any position as to the allocation of debt repayments to any particular class of creditors.

The Revised Commonwealth Fiscal Plan does not contemplate a restructuring of the debt of the Commonwealth’s municipalities. It does, however, contemplate the gradual reduction and the ultimate elimination of budgetary subsidies provided by the Commonwealth to municipalities, which constitute a material portion of the operating revenues of certain municipalities. Commonwealth appropriations

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to municipalities were reduced by $150 million in fiscal year 2018 (from approximately $370 million in fiscal year 2017 to approximately $220 million in fiscal year 2018). The Revised Commonwealth Fiscal Plan provides for additional reductions in such appropriations every fiscal year, holding appropriations constant at approximately 55-60% of current levels starting in fiscal year 2022, before ultimately phasing out all subsidies in fiscal year 2024. The Revised Commonwealth Fiscal Plan contemplates appropriations to municipalities of approximately $175 million in fiscal year 2019.

On August 1, 2018, the Oversight Board announced that it will commence a process to further revise the Revised Commonwealth Fiscal Plan to, among other things, include fiscal year 2018 actuals, revised federal disaster estimates, and correct a recently discovered forecasting error.

Other Fiscal Plans . Pursuant to PROMESA, in 2017, the Oversight Board also requested and certified fiscal plans for several public corporations and instrumentalities. However, following the hurricanes, the Oversight Board requested that the government submit new fiscal plans for such entities. The Oversight Board certified revised fiscal plans for said entities in 2018, all of which reaffirm the need for significant debt restructuring.

The certified fiscal plan for the Puerto Rico Electric Power Authority (“PREPA”), Puerto Rico’s electric power utility, assumes changes to the treatment of the municipal contribution in lieu of taxes, which could result in increased electricity expenses for municipalities.

The certified fiscal plan for Government Development Bank for Puerto Rico (“GDB”) contemplates the wind-down of GDB and the distribution of the cash flows of GDB’s loan portfolio among its creditors (including its municipal depositors) through a debt restructuring procedure under Title VI of PROMESA, which contemplates significant reductions in creditor recoveries.

Pending Title III and Title VI Proceedings

On May 3, 2017, the Oversight Board, on behalf of the Commonwealth, filed a petition in the U.S. District Court for the District of Puerto Rico to restructure the Commonwealth’s liabilities under Title III of PROMESA. The Oversight Board has subsequently filed analogous petitions with respect to the Puerto Rico Sales Tax Financing Corporation, the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, the Puerto Rico Highways and Transportation Authority and PREPA. As of the date of this report, the plans of adjustment for said entities’ debts have not been filed. Based on the projection of funds available for debt service under the applicable fiscal plans, however, the restructuring is expected to result in significant discounts on creditor recoveries.

On July 12, 2017, the Oversight Board conditionally authorized GDB to pursue the modification of its financial obligations outlined in the GDB RSA pursuant to Title VI of PROMESA.

Exposure of the Corporation

The credit quality of BPPR’s loan portfolio reflects, among other things, the general economic conditions in Puerto Rico and other adverse conditions affecting Puerto Rico consumers and businesses. The effects of the prolonged recession are reflected in limited loan demand, an increase in the rate of foreclosures and delinquencies on loans granted in Puerto Rico. While PROMESA provides a process to address the Commonwealth’s fiscal crisis, the length and complexity of the Title III proceedings for the Commonwealth and various of its instrumentalities, the adjustment measures required by the fiscal plans and the impact of Hurricanes Irma and Maria suggest a risk of further significant economic contraction. In addition, the measures taken to address the fiscal crisis and those that will have to be taken in the near future will likely affect many of our individual customers and customers’ businesses, which could cause credit losses that adversely affect us and may negatively affect consumer confidence. This, in turn, results in reductions in consumer spending that may also adversely impact our interest and non-interest revenues. If global or local economic conditions worsen or the Government of Puerto Rico and the Oversight Board are unable to adequately manage the Commonwealth’s fiscal and economic crisis, including by consummating an orderly restructuring of its debt obligations while continuing to provide essential services, these adverse effects could continue or worsen in ways that we are not able to predict.

At June 30, 2018 and December 31, 2017, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities amounted to $481 million and $484 million, respectively which is fully outstanding at June 30, 2018 and December 31, 2017. Deterioration of the Commonwealth’s fiscal and economic situation, including any negative ratings implications, could further adversely affect the value of our Puerto Rico government obligations, resulting in losses to us. Of the amount outstanding, $434 million consists of loans and $47 million are securities ($435 million and $49 million, respectively, at December 31, 2017). All of the amount outstanding at June 30, 2018 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. On July 2, 2018, the Corporation

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received principal payments amounting to $23 million from various obligations from Puerto Rico municipalities. At June 30, 2018, 74% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. Although the Oversight Board has not designated any of the Commonwealth’s 78 municipalities as covered entities under PROMESA, it may decide to do so in the future. For a more detailed description of the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities, refer to Note 21 – Commitments and contingencies.

In addition, at June 30, 2018, the Corporation had $378 million in loans or securities issued or guaranteed by Puerto Rico governmental entities, but whose principal source of repayment are non-governmental entities. In such obligations, the Puerto Rico governmental entity guarantees any shortfall in collateral in the event of borrower default ($386 million at December 31, 2017). These included $303 million in residential mortgage loans guaranteed by the Puerto Rico Housing Finance Authority (“HFA”), an entity that has been designated as a covered entity under PROMESA (December 31, 2017—$310 million). These mortgage loans are secured by the underlying properties and the HFA guarantee serves to cover shortfalls in collateral in the event of a borrower default. Although the Governor is currently authorized by local legislation to impose a temporary moratorium on the financial obligations of HFA, he has not exercised this power as of the date hereof. Also, at June 30, 2018, the Corporation had $44 million in Puerto Rico housing bonds issued by HFA, which are secured by second mortgage loans on Puerto Rico residential properties, and for which HFA also provides a guarantee to cover shortfalls, $7 million in pass-through securities issued by HFA that have been economically defeased and refunded and for which collateral including U.S. agencies and Treasury obligations has been escrowed, and $24 million of commercial real estate notes issued by government entities, but payable from rent paid by private parties ($44 million, $7 million and $25 million at December 31, 2017, respectively).

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

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

United States Virgin Islands

The Corporation has operations in the United States Virgin Islands (the “USVI”) and has credit exposure to USVI government entities.

The USVI has been experiencing a number of fiscal and economic challenges that could adversely affect the ability of its public corporations and instrumentalities to service their outstanding debt obligations, and was also severely impacted by Hurricanes Irma and María. PROMESA does not apply to the USVI and, as such, there is currently no federal legislation permitting the restructuring of the debts of the USVI and its public corporations and instrumentalities.

To the extent that the fiscal condition of the USVI continues to deteriorate, the U.S. Congress or the Government of the USVI may enact legislation allowing for the restructuring of the financial obligations of USVI government entities or imposing a stay on creditor remedies, including by making PROMESA applicable to the USVI.

At June 30, 2018, the Corporation’s direct exposure to USVI instrumentalities and public corporations amounted to approximately $79 million, of which $71 million is outstanding (compared to $82 million and $73 million, respectively, at December 31, 2017). Of the amount outstanding, approximately $43 million represents loans to the West Indian Company LTD, a government-owned company that owns and operates a cruise ship pier and shopping mall complex in St. Thomas, (ii) $14 million represents loans to the Virgin Islands Water and Power Authority, a public corporation of the USVI that operates USVI’s water production and electric generation plants, and (iii) $14 million represents loans to the Virgin Islands Public Finance Authority, a public corporation of the USVI created for the purpose of raising capital for public projects (compared to $43 million, $14 million and $16 million, respectively, at December 31, 2017).

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U.S. Government

As further detailed in Notes 5 and 6 to the Consolidated Financial Statements, a substantial portion of the Corporation’s investment securities represented exposure to the U.S. Government in the form of U.S. Government sponsored entities, as well as agency mortgage-backed and U.S. Treasury securities. In addition, $1.2 billion of residential mortgages and $83 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at June 30, 2018 (compared to $1.7 billion and $88 million, respectively, at December 31, 2017).

Non-Performing Assets

The Puerto Rico market continued to show signs of recovery after the devastation caused by Hurricanes Irma and María approximately 10 months ago. The second quarter results reflect some normalization, with some of the metrics near or better than pre-hurricane levels. Nonetheless, the Corporation continues to closely monitor its loan portfolios and related credit metrics, since uncertainties remain regarding Puerto Rico’s fiscal and economic outlook and the full effect of the hurricanes.

The U.S. operations continued to reflect strong growth and favorable credit quality metrics, except for the U.S. taxi medallion portfolio acquired from the FDIC in the assisted sale of Doral Bank, which continues to reflect the pressure on medallion collateral values, particularly in the New York City metro area.

As a result of the Termination Agreement with the FDIC, assets that were covered by the Shared-Loss Agreements, including covered loans in the amount of approximately $514.6 million and covered real estate owned assets in the amount of approximately $15.3 million as of March 31, 2018, were reclassified as non-covered. Banco Popular now recognizes entirely all credit losses, expenses, gains, and recoveries related to the formerly covered assets with no offset due to or from the FDIC. Refer to Note 9 of the Consolidated Financial Statements for additional information.

Non-performing assets 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 15.

Total non-performing assets increased by $42 million when compared with December 31, 2017, mainly attributed to higher mortgage non-performing loans (“NPLs”) at BPPR and higher construction NPLs at Popular U.S. by $67 million and $18 million respectively, partially offset by lower BPPR segment OREOs of $48 million, mainly related to lower inflow activity and the sales activity. The increase in mortgage NPLs was primarily due to loans which failed to make a payment after the end of the moratorium and the reclassification of $3 million of loans previously classified as covered. The increase in Popular U.S. construction NPLs was driven by a single $18 million relationship.

At June 30, 2018, non-performing loans secured by real estate held-in-portfolio, amounted to $506 million in the Puerto Rico operations and $51 million in the U.S. operations. These figures compare to $449 million in the Puerto Rico operations and $36 million in the U.S. operations at December 31, 2017. In addition to the non-performing loans included in Table 15, at June 30, 2018, there were $177 million of performing loans, mostly commercial loans, which in management’s opinion, are currently subject to potential future classification as non-performing and are considered impaired, compared with $155 million of performing loans at December 31, 2017.

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Table 15—Non-Performing Assets


	June 30, 2018										December 31, 2017
(Dollars in thousands)	BPPR		Popular U.S.		Popular, Inc.			As a % of loans HIP by category [4]			BPPR		Popular U.S.		Popular, Inc.			As a % of loans HIP by category [4]
Commercial	$	162,781	$	2,168	$	164,949			1.4	%	$	161,226	$	3,839	$	165,065			1.4	%
Construction		2,559		17,901		20,460			2.3			—		—		—			—
Legacy ^[1]		—		3,663		3,663			12.5			—		3,039		3,039			9.2
Leasing		3,696		—		3,696			0.4			2,974		—		2,974			0.4
Mortgage		373,257		11,398		384,655			5.2			306,697		14,852		321,549			4.4
Consumer		47,545		18,231		65,776			1.7			40,543		17,787		58,330			1.5

Total non-performing loans held-in-portfolio, excluding covered loans		589,838		53,361		643,199			2.6	%		511,440		39,517		550,957			2.3	%
Other real estate owned (“OREO”), excluding covered OREO		138,814		3,250		142,063						167,253		2,007		169,260

Total non-performing assets, excluding covered assets	$	728,652	$	56,611	$	785,262					$	678,693	$	41,524	$	720,217
Covered loans and OREO ^[2]		—		—		—						22,948		—		22,948

Total non-performing assets ^[3]	$	728,652	$	56,611	$	785,262					$	701,641	$	41,524	$	743,165

Accruing loans past due 90 days or more ^[5] [6]	$	901,473	$	—	$	901,473					$	1,225,149	$	—	$	1,225,149

Ratios excluding covered loans: ^[7]
Non-performing loans held-in-portfolio to loans held-in-portfolio		3.27		0.81		2.61	%					2.83		0.64		2.27	%
Allowance for loan losses to loans held-in-portfolio		3.14		1.16		2.61						2.87		1.16		2.43
Allowance for loan losses to non-performing loans, excluding held-for-sale		96.15		142.19		99.97						101.30		182.40		107.12

Ratios including covered loans:
Non-performing assets to total assets		1.94		0.57		1.65	%					2.03		0.43		1.68	%
Non-performing loans held-in-portfolio to loans held-in-portfolio		3.27		0.81		2.61						2.77		0.64		2.23
Allowance for loan losses to loans held-in-portfolio		3.14		1.16		2.61						2.96		1.16		2.51
Allowance for loan losses to non-performing loans, excluding held-for-sale		96.15		142.19		99.97						107.10		182.40		112.47

HIP = “held-in-portfolio”

[1]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

[2]

The amount consists of $3 million in non-performing covered loans accounted for under ASC Subtopic 310-20 and $20 million in covered OREO as of December 2017. It excludes covered loans accounted for under ASC Subtopic 310-30 as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses.

[3]	There were no non-performing loans held-for-sale as of June 30, 2018 and December 31, 2017.

[4]	Loans held-in-portfolio used in the computation exclude $517 million in covered loans at December 2017.

[5]

The carrying value of loans accounted for under ASC Sub-topic 310-30 that are contractually 90 days or more past due was $265 million at June 30, 2018 (December 31, 2017—$272 million). This amount is excluded from the above table as the loans’ accretable yield interest recognition is independent from the underlying contractual loan delinquency status.

[6]

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 $216 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of June 30, 2018 (December 31, 2017—$178). These balances also include approximately $298 million of loans rebooked due to a repurchase option with GNMA liability (December 31, 2017—$840). The Corporation has approximately $66 million in reverse mortgage loans which are guaranteed by FHA, but which are currently not accruing interest. Due to the guaranteed nature of the loans, it is the Corporation’s policy to exclude these balances from non-performing assets (December 31, 2017—$58 million).

[7]

These asset quality ratios have been adjusted to remove the impact of covered loans and covered foreclosed property. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of acquired loans in certain asset quality ratios that include non-performing assets, past due loans or net charge-offs in the numerator and denominator results in distortions of these ratios and they may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting.

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Accruing loans past due 90 days or more are composed primarily of credit cards, residential mortgage loans insured by FHA / VA, and delinquent mortgage loans included in the Corporation’s financial statements pursuant to GNMA’s buy-back option program. Under the GNMA program, issuers such as BPPR have the option, but not the obligation, to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements of the issuer with an offsetting liability. As of June 30, 2018, and December 31, 2017, loans past due 90 days or more include approximately $298 million and $840 million, respectively, in loans previously pooled into GNMA securities with a buy-back option. While the borrowers for our serviced GNMA portfolio benefited from the loan payment moratorium as part of the hurricane relief efforts, the delinquency status of these loans continued to be reported to GNMA without considering the moratorium. Also, accruing loans past due 90 days or more include residential conventional loans purchased from other financial institutions that, although delinquent, the Corporation has received timely payment from the sellers / servicers, and, in some instances, have partial guarantees under recourse agreements.

The Corporation’s commercial loan portfolio secured by real estate (“CRE”) amounted to $7.7 billion at June 30, 2018, of which $2.0 billion was secured with owner occupied properties, compared with $7.6 billion and $2.1 billion, respectively, at December 31, 2017. CRE non-performing loans amounted to $116 million at June 30, 2018, compared with $124 million at December 31, 2017. The CRE non-performing loans ratios for the BPPR and Popular U.S. segments were 2.72% and 0.05%, respectively, at June 30, 2018, compared with 2.77% and 0.10%, respectively, at December 31, 2017.

For the quarter ended June 30, 2018, total non-performing loan inflows, excluding consumer loans, increased by $81 million, or 79%, when compared to the inflows for the same quarter in 2017. Inflows of non-performing loans held-in-portfolio at the BPPR segment increased by $63 million, or 66%, compared to the inflows for the second quarter of 2017, mostly related to higher commercial inflows of $41 million, driven by two borrowers with an aggregate amount of $46 million. Inflows of non-performing loans held-in-portfolio at the U.S. segment increased by $18 million, or 287%, from the same quarter in 2017, mostly driven by higher construction inflows by a single borrower.

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Table 16—Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)


	For the quarter ended June 30, 2018									For the six months ended June 30, 2018
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	519,392		$	15,931		$	535,323		$	467,923		$	21,730		$	489,653
Plus:
New non-performing loans		157,638			23,797			181,435			285,069			27,560			312,629
Advances on existing non-performing loans		647			2			649			763			6			769
Reclassification from covered loans		3,413			—			3,413			3,413			—			3,413
Less:
Non-performing loans transferred to OREO		(2,926	)		—			(2,926	)		(8,112	)		—			(8,112	)
Non-performing loans charged-off		(18,393	)		(49	)		(18,442	)		(34,656	)		(313	)		(34,969	)
Loans returned to accrual status / loan collections		(121,174	)		(4,551	)		(125,725	)		(175,803	)		(13,853	)		(189,656	)

Ending balance NPLs	$	538,597		$	35,130		$	573,727		$	538,597		$	35,130		$	573,727

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


	For the quarter ended June 30, 2017									For the six months ended June 30, 2017
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	494,927		$	18,988		$	513,915		$	477,849		$	18,743		$	496,592
Plus:
New non-performing loans		95,391			6,131			101,522			211,140			12,239			223,379
Advances on existing non-performing loans		—			12			12			—			59			59
Less:
Non-performing loans transferred to OREO		(14,671	)		—			(14,671	)		(29,437	)		(46	)		(29,483	)
Non-performing loans charged-off		(33,307	)		(613	)		(33,920	)		(47,888	)		(730	)		(48,618	)
Loans returned to accrual status / loan collections		(72,835	)		(4,877	)		(77,712	)		(142,159	)		(10,624	)		(152,783	)

Ending balance NPLs	$	469,505		$	19,641		$	489,146		$	469,505		$	19,641		$	489,146

Table 18—Activity in Non-Performing Commercial Loans Held-in-Portfolio


	For the quarter ended June 30, 2018									For the six months ended June 30, 2018
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	157,132		$	1,147		$	158,279		$	161,226		$	3,839		$	165,065
Plus:
New non-performing loans		53,794			1,294			55,088			68,973			1,974			70,947
Advances on existing non-performing loans		647			—			647			647			—			647
Less:
Non-performing loans transferred to OREO		(1,831	)		—			(1,831	)		(4,505	)		—			(4,505	)
Non-performing loans charged-off		(9,758	)		—			(9,758	)		(14,547	)		(231	)		(14,778	)
Loans returned to accrual status / loan collections		(37,203	)		(273	)		(37,476	)		(49,013	)		(3,414	)		(52,427	)

Ending balance NPLs	$	162,781		$	2,168		$	164,949		$	162,781		$	2,168		$	164,949

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Table 19—Activity in Non-Performing Commercial Loans Held-in-Portfolio (Excluding Covered Loans)


	For the quarter ended June 30, 2017									For the six months ended June 30, 2017
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	175,477		$	3,764		$	179,241		$	159,655		$	3,693		$	163,348
Plus:
New non-performing loans		13,809			1,027			14,836			47,409			2,382			49,791
Advances on existing non-performing loans		—			4			4			—			4			4
Less:
Non-performing loans transferred to OREO		(2,442	)		—			(2,442	)		(5,952	)		—			(5,952	)
Non-performing loans charged-off		(19,184	)		(22	)		(19,206	)		(24,337	)		(68	)		(24,405	)
Loans returned to accrual status / loan collections		(4,797	)		(772	)		(5,569	)		(13,912	)		(2,010	)		(15,922	)

Ending balance NPLs	$	162,863		$	4,001		$	166,864		$	162,863		$	4,001		$	166,864

Table 20—Activity in Non-Performing Construction Loans Held-in-Portfolio


	For the quarter ended June 30, 2018 [1]								For the six months ended June 30, 2018 [1]
(Dollars in thousands)	BPPR			Popular U.S.		Popular, Inc.			BPPR			Popular U.S.		Popular, Inc.
Beginning balance	$	4,293		$	—	$	4,293		$	—		$	—	$	—
Plus:
New non-performing loans		—			17,901		17,901			4,177			17,901		22,078
Advances on existing non-covered loans		—			—		—			116			—		116
Less:
Loans returned to accrual status / loan collections		(1,734	)		—		(1,734	)		(1,734	)		—		(1,734	)

Ending balance NPLs	$	2,559		$	17,901	$	20,460		$	2,559		$	17,901	$	20,460

[1]	There were no non-performing construction loans at June 30, 2017.

Table 21—Activity in Non-Performing Mortgage Loans Held-in-Portfolio


	For the quarter ended June 30, 2018									For the six months ended June 30, 2018
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	357,967		$	11,647		$	369,614		$	306,697		$	14,852		$	321,549
Plus:
New non-performing loans		103,844			3,658			107,502			211,919			6,613			218,532
Reclassification from covered loans		3,413			—			3,413			3,413			—			3,413
Less:
Non-performing loans transferred to OREO		(1,095	)		—			(1,095	)		(3,607	)		—			(3,607	)
Non-performing loans charged-off		(8,635	)		(49	)		(8,684	)		(20,109	)		(82	)		(20,191	)
Loans returned to accrual status / loan collections		(82,237	)		(3,858	)		(86,095	)		(125,056	)		(9,985	)		(135,041	)

Ending balance NPLs	$	373,257		$	11,398		$	384,655		$	373,257		$	11,398		$	384,655

162

Table 22—Activity in Non-Performing Mortgage loans Held-in-Portfolio (Excluding Covered Loans)


	For the quarter ended June 30, 2017									For the six months ended June 30, 2017
(Dollars in thousands)	BPPR			Popular U.S.			Popular, Inc.			BPPR			Popular U.S.			Popular, Inc.
Beginning balance	$	319,450		$	11,889		$	331,339		$	318,194		$	11,713		$	329,907
Plus:
New non-performing loans		81,582			4,990			86,572			163,731			9,743			173,474
Less:
Non-performing loans transferred to OREO		(12,229	)		—			(12,229	)		(23,485	)		(46	)		(23,531	)
Non-performing loans charged-off		(14,123	)		(580	)		(14,703	)		(23,551	)		(649	)		(24,200	)
Loans returned to accrual status / loan collections		(68,038	)		(4,019	)		(72,057	)		(128,247	)		(8,481	)		(136,728	)

Ending balance NPLs	$	306,642		$	12,280		$	318,922		$	306,642		$	12,280		$	318,922

Allowance for Loan Losses

The allowance for loan losses, which represents management’s estimate of credit losses inherent in the loan portfolio, is maintained at a sufficient level to provide for estimated credit losses on individually evaluated loans as well as estimated credit losses inherent in the remainder of the loan portfolio. The Corporation’s management evaluates the adequacy of the allowance for loan losses on a quarterly basis. In this evaluation, management considers current economic conditions and the resulting impact on Popular Inc.’s loan portfolio, the composition of the portfolio by loan type and risk characteristics, historical loss experience, results of periodic credit reviews of individual loans, regulatory requirements and loan impairment measurement, among 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 the years of historical data when estimating losses, changes in underwriting standards, financial accounting standards and loan impairment measurements, among others. Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the condition of the various markets in which collateral may be sold may all affect the required level of the allowance for loan losses. Consequently, the business financial condition, liquidity, capital and results of operations could also be affected. Refer to the Critical Accounting Policies / Estimates section of this MD&A for a description of the Corporation’s allowance for loans losses methodology.

At June 30, 2018, the allowance for loan losses, amounted to $643 million, an increase of $53 million when compared with December 31, 2017, mostly driven by an increase in the BPPR segment of $49 million, principally driven by the reclassification of $34 million allowance from loans previously classified as covered. The provision for loan losses for the quarter was of $60.1 million, compared to $52.5 million in the same period in the prior year. Refer to the Provision for Loan Losses section of this MD&A for additional information.

The following table presents annualized net charge-offs to average loans held-in-portfolio (“HIP”) for the non-covered portfolio by loan category for the quarters and six months ended June 30, 2018 and 2017.

163

Table 23—Annualized Net Charge-offs (Recoveries) to Average Non-covered Loans Held-in-Portfolio


	Quarters ended
	June 30, 2018									June 30, 2017
	BPPR			BPNA			Popular Inc.			BPPR			BPNA			Popular Inc.
Commercial		0.45	%		0.91	%		0.63	%		0.67	%		(0.07	)%		0.41	%
Construction		(1.25	)		—			(0.13	)		(10.18	)		—			(1.19	)
Leases		0.54			—			0.54			0.79			—			0.79
Legacy		—			(3.66	)		(3.66	)		—			(2.89	)		(2.89	)
Mortgage		0.73			0.02			0.68			1.43			0.25			1.30
Consumer		2.88			1.83			2.69			2.81			3.12			2.85

Total annualized net charge-offs to average non-covered loans held-in-portfolio		1.01	%		0.81	%		0.95	%		1.28	%		0.22	%		1.01	%


	Six months ended
	June 30, 2018									June 30, 2017
	BPPR			BPNA			Popular Inc.			BPPR			BPNA			Popular Inc.
Commercial		0.33	%		0.78	%		0.50	%		0.40	%		(0.06	)%		0.24	%
Construction		(1.06	)		—			(0.11	)		(5.53	)		—			(0.63	)
Leases		0.76			—			0.76			0.63			—			0.63
Legacy		—			(3.93	)		(3.93	)		—			(3.61	)		(3.61	)
Mortgage		0.82			(0.08	)		0.72			1.18			0.09			1.05
Consumer		2.78			3.63			2.88			2.40			3.11			2.49

Total annualized net charge-offs to average non-covered loans held-in-portfolio		0.98	%		0.77	%		0.92	%		1.03	%		0.21	%		0.82	%

Net charge-offs for the quarter ended June 30, 2018 remained relatively flat at $57.6 million when compared to the same quarter in 2017, as higher Popular U.S. commercial net charge-offs related to the taxi medallion portfolio were offset by lower mortgage net charge-offs in the BPPR segment.

164

Table 24—Composition of ALLL


June 30, 2018
(Dollars in thousands)	Commercial			Construction			Legacy ^[1]			Leasing			Mortgage			Consumer			Total ^[3]
Specific ALLL non-covered loans	$	46,626		$	—		$	—		$	362		$	47,515		$	24,836		$	119,339
Impaired non-covered loans	$	359,447		$	20,460		$	—		$	1,130		$	517,308		$	112,485		$	1,010,830
Specific ALLL to non-covered impaired loans		12.97	%		—	%		—	%		32.04	%		9.19	%		22.08	%		11.81	%

General ALLL non-covered loans	$	195,220		$	7,702		$	700		$	13,923		$	138,951		$	167,183		$	523,679
Non-covered loans held-in-portfolio, excluding impaired loans	$	11,230,546		$	878,863		$	29,250		$	870,968		$	6,859,403		$	3,728,656		$	23,597,686
General ALLL to non-covered loans held-in-portfolio, excluding impaired loans		1.74	%		0.88	%		2.39	%		1.60	%		2.03	%		4.48	%		2.22	%

Total ALLL non-covered loans	$	241,846		$	7,702		$	700		$	14,285		$	186,466		$	192,019		$	643,018
Total non-covered loans held-in-portfolio	$	11,589,993		$	899,323		$	29,250		$	872,098		$	7,376,711		$	3,841,141		$	24,608,516
ALLL to non-covered loans held-in-portfolio		2.09	%		0.86	%		2.39	%		1.64	%		2.53	%		5.00	%		2.61	%

[1]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

Table 25—Composition of ALLL


December 31, 2017
(Dollars in thousands)	Commercial			Construction			Legacy ^[1]			Leasing			Mortgage			Consumer			Total
Specific ALLL non-covered loans	$	36,982		$	—		$	—		$	475		$	48,832		$	22,802		$	109,091
Impaired non-covered loans	$	323,455		$	—		$	—		$	1,456		$	518,275		$	104,237		$	947,423
Specific ALLL to non-covered impaired loans		11.43	%		—	%		—	%		32.62	%		9.42	%		21.88	%		11.51	%

General ALLL non-covered loans	$	178,683		$	8,362		$	798		$	11,516		$	114,790		$	166,942		$	481,091
Non-covered loans held-in-portfolio, excluding impaired loans	$	11,165,406		$	880,029		$	32,980		$	808,534		$	6,752,132		$	3,706,290		$	23,345,371
General ALLL to non-covered loans held-in-portfolio, excluding impaired loans		1.60	%		0.95	%		2.42	%		1.42	%		1.70	%		4.50	%		2.06	%

Total ALLL non-covered loans	$	215,665		$	8,362		$	798		$	11,991		$	163,622		$	189,744		$	590,182
Total non-covered loans held-in-portfolio	$	11,488,861		$	880,029		$	32,980		$	809,990		$	7,270,407		$	3,810,527		$	24,292,794
ALLL to non-covered loans held-in-portfolio		1.88	%		0.95	%		2.42	%		1.48	%		2.25	%		4.98	%		2.43	%

[1]	The legacy portfolio is comprised of commercial loans, construction loans and lease financings related to certain lending products exited by the Corporation as part of restructuring efforts carried out in prior years at the Popular U.S. segment.

Troubled debt restructurings

The Corporation’s TDR loans amounted to $1.4 billion at June 30, 2018, increasing by $152 million, or approximately 12%, from December 31, 2017, driven by higher commercial and mortgage TDRs in the BPPR segment of $109 million and $37 million, respectively. TDRs in accruing status increased by $88 million from December 31, 2017, while non-accruing TDRs increased by $64 million.

Refer to Note 8 to the Consolidated Financial Statements for additional information on modifications considered troubled debt restructurings, including certain qualitative and quantitative data about troubled debt restructurings performed in the past twelve months.

165

The following tables present the approximate amount and percentage of non-covered commercial impaired loans for which the Corporation relied on appraisals dated more than one year old for purposes of impairment requirements at June 30, 2018 and December 31, 2017.

Appraisals may be adjusted due to their age and the type, location and condition of the property, area or general market conditions to reflect the expected change in value between the effective date of the appraisal and the impairment measurement date. Refer to the Allowance for Loan Losses section of Note 3, “Summary of significant accounting policies” of the Corporation’s 2017 Form 10-K for more information.

Table 26—Non-Covered Impaired Loans with Appraisals Dated 1 year or Older


June 30, 2018
	Total Impaired Loans – Held-in-portfolio (HIP)
(In thousands)	Loan Count		Outstanding Principal Balance		Impaired Loans with Appraisals Over One- Year Old [1]
Commercial		118	$	299,288		22	%
Construction		1		2,559		—

[1]	Based on outstanding balance of total impaired loans.


December 31, 2017
	Total Impaired Loans – Held-in-portfolio (HIP)
(In thousands)	Loan Count		Outstanding Principal Balance		Impaired Loans with Appraisals Over One- Year Old [1]
Commercial		112	$	267,302		30	%

[1]	Based on outstanding balance of total impaired loans.

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.

166

Adjusted net income – Non-GAAP Financial Measure

The Corporation prepares its Consolidated Financial Statements using accounting principles generally accepted in the United States (“U.S. GAAP” or the “reported basis”). In addition to analyzing the Corporation’s results on a reported basis, management monitors the “adjusted net income” of the Corporation and excludes the impact of certain transactions on the results of its operations. Adjusted net income is a non-GAAP financial measure. Management believes that the adjusted net income provides meaningful information to investors about the underlying performance of the Corporation’s ongoing operations.

Table 27 present a reconciliation of reported results to Adjusted net income for the quarter and six months ended June 30, 2018. No adjustments are reflected for the quarter and six months ended June 30, 2017.

Table 27—Adjusted Net Income for the Quarter and Six Months Ended June 30, 2018 (Non-GAAP)


(Unaudited)	For the quarter ended June 30, 2018									For the six months ended June 30,2018
(In thousands)	Pre-tax			Income tax effect			Impact on net income			Pre-tax			Income tax effect			Impact on net income
U.S. GAAP Net income							$	279,783								$	371,107
Non-GAAP adjustments:
Termination of FDIC Shared-Loss Agreements ^[1]		(94,633	)		45,059			(49,574	)		(94,633	)		45,059			(49,574	)
Tax Closing Agreement ^[2]		—			(108,946	)		(108,946	)		—			(108,946	)		(108,946	)
Adjusted net income (Non-GAAP)							$	121,263								$	212,587

^[1]

On May 22, 2018, BPPR entered into a Termination Agreement with the FDIC to terminate all Shared-Loss Agreements in connection with the acquisition of certain assets and assumption of certain liabilities of Westernbank Puerto Rico in 2010. As a result, BPPR recognized a pre-tax gain of $94.6 million, net of the related professional and advisory fees of $8.1 million associated with the Termination Agreement. Refer to Note 9—FDIC Loss-Share Asset and True Up Payment Obligation for additional information.

^[2]

Represents the impact of the Termination Agreement on income taxes. In June 2012, the Corporation entered into a Tax Closing Agreement with the Puerto Rico Department of the Treasury to clarify the tax treatment related to the loans acquired in the FDIC Transaction in accordance with the provisions of the Puerto Rico Tax Code. Based on the provisions of this Tax Closing Agreement, the Corporation recognized a net income tax benefit of $108.9 million during the second quarter of 2018. Refer to Note 31- Income Taxes for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures for the current period can be found in the Market Risk section of this report, which includes changes in market risk exposures from disclosures presented in the Corporation’s 2017 Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Corporation’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act and such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

There have been no changes in the Corporation’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Part II—Other Information

Item 1. Legal Proceedings

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

167

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed under “Part I—Item 1A—Risk Factors” in our 2017 Form 10-K. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report. Also refer to the discussion in “Part I—Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report for additional information that may supplement or update the discussion of risk factors below and in our 2017 Form 10-K.

There have been no material changes to the risk factors previously disclosed under Item 1A of the Corporation’s 2017 Form 10-K.

The risks described in our 2017 Form 10-K and in this report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity, results of operations and capital position.

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

Issuer Purchases of Equity Securities

In April 2004, the Corporation’s shareholders adopted the Popular, Inc. 2004 Omnibus Incentive Plan. As of June 30, 2018, the maximum number of shares of common stock that may have been granted under this plan was 3,500,000.

The following table sets forth the details of purchases of Common Stock during the quarter ended June 30, 2018 under the 2004 Omnibus Incentive Plan:


Issuer Purchases of Equity Securities
Not in thousands
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1- April 30						—		—
May 1- May 31		21,701	$	46.67		—		—
June 1- June 30		—		—		—		—

Total June 30, 2018		21,701	$	46.67		—		—

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

168

Item 6. Exhibits

Exhibit Index


Exhibit No.		Exhibit Description

3.1		Restated Certificate of Incorporation of Popular, Inc. ⁽¹⁾

10.1		Director Compensation Letter, Election Form and Restricted Stock Agreement for Myrna M. Soto, dated June 22, 2018. ⁽¹⁾

12.1		Computation of the ratios of earnings to fixed charges and preferred stock dividends ⁽¹⁾

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾

32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾

101.INS XBRL Instance Document ⁽¹⁾

101.SCH XBRL Taxonomy Extension Schema Document ⁽¹⁾

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document ⁽¹⁾

101.DEF XBRL Taxonomy Extension Definitions Linkbase Document ⁽¹⁾

101.LAB XBRL Taxonomy Extension Label Linkbase Document ⁽¹⁾

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document ⁽¹⁾

(1)	Included herewith

169

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	POPULAR, INC.

	(Registrant)

Date: August 7, 2018	By:	/s/ Carlos J. Vázquez
	Carlos J. Vázquez
	Executive Vice President &
	Chief Financial Officer

170

EXHIBIT 3.1

RESTATED

CERTIFICATE OF INCORPORATION OF

POPULAR, INC.

Popular, Inc., a corporation organized under the laws of the Commonwealth of Puerto Rico, does hereby certify pursuant to Article 8.05 of the Puerto Rico General Corporation Law, as follow:

WHEREAS, the name of the Corporation is Popular, Inc. (the “Corporation”). The Corporation was originally incorporated under the name Ponce Bancorporation, Inc., which name was subsequently amended to BanPonce Corporation on February 22, 1985 and to Popular, Inc. on April 28, 1997.

WHEREAS, the original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the Commonwealth of Puerto Rico on December 20, 1984 (Reg. No. 59,124).

WHEREAS, this Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation in accordance with Article 8.05 of the Puerto Rico General Corporation Law. It restates and integrates, and does not further amend, the provisions of the Corporation’s Certificate of Incorporation, as amended, and there are no discrepancies between those provisions and this Restated Certificate of Incorporation.

WHEREAS, pursuant to Article 8.05 of the Puerto Rico General Corporation Law, the text of the Certificate of Incorporation of Popular, Inc., as amended to date, is hereby restated to read in full, as follows:

FIRST: The name of the Corporation is Popular, Inc.

SECOND: The principal office of the Corporation shall be at the Popular Center Building, 209 Muñoz Rivera Avenue, Hato Rey, Puerto Rico 00918 and its resident agent at such address is the Corporation itself.

THIRD: The nature of the business and the purposes of the Corporation are to engage in, carry out and conduct, for profit, to the extent permitted by law, the following activities:

1. To purchase, subscribe for, or otherwise acquire and own, hold, use, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of, and deal in and with the personal or mixed property of every kind and description, including shares of stock, bonds, debentures, notes, evidences of indebtedness and other securities, or other interests in debentures, notes, mortgages, or other contracts or obligations and any certificates, receipts or other instruments representing options. rights or warrants to receive, purchase or subscribe for the same or representing any other rights or interests therein or in any property or assets of or created or issued by any person, or persons, corporation or corporations, association or associations, domestic or foreign, including

agencies, instrumentalities, authorities, administrations, corporations or other public governmental bodies or subdivisions thereof, and to pay therefor, in whole or in part, in cash or by exchanging therefor, stocks, bonds, or other evidences of indebtedness or securities of this or other corporation, and while the owner or holder of any such personal or mixed property, stocks, bonds, debentures, notes, evidences of indebtedness or other securities, contracts or obligations, to receive, collect and dispose of the interest, dividends, and income arising from such property and to possess and exercise in respect thereof all the rights, powers and privileges of ownership, including all voting powers on any stocks so owned to the same extent as a natural person might or could do.

2. To purchase or otherwise acquire and own, hold, use, sell, assign, transfer, exchange and convey, pledge, lease, rent, remodel, improve, reconstruct, mortgage and otherwise encumber or dispose of real estate whether improved or unimproved, and any right, privilege or interest of any kind whatsoever therein, and to manage, operate, own, hold, deal in and dispose of all or any part of such property and assets whether real, personal or mixed, as may be necessary or desirable for the successful conduct and operation of such business and to possess and exercise in respect thereof all the rights, powers and privileges of ownership, to the same extent as a natural person might or could do; provided, however, that the Corporation shall not he authorized, as respects real property located within the Commonwealth of Puerto Rico, to conduct the business of buying and selling real estate, and shall in all other respects be subject to the provisions of Section 14 of Article VI of the Constitution of the Commonwealth of Puerto Rico.

3. To aid either by loans or by guaranty of securities or in any other manner, any corporation, domestic or foreign, any shares of stock, or any bonds, debentures, evidences of indebtedness or other securities whereof are held by this corporation or in which it shall have any interest, and to do any acts designed to protect, preserve, improve, or enhance the value of any property at any time held or controlled by this Corporation or in which it at the same time may be interested.

4. To endorse or guarantee the payment of principal, interest, or dividends on securities and to guarantee the performance of sinking funds or other obligations of, and to guarantee in any way permitted by law the performance of any contracts or obligations of every kind and description with or of any person, firm, association, corporation or of the government or subdivisions thereof.

5. To lend its surplus or uninvested funds from time to time to such extent, to such persons, firms, associations, corporations or governmental bodies or subdivisions, agencies or instrumentalities thereof, and on such terms and on such security, if any, as the Board of Directors of the Corporation may determine.

6. To borrow money for any of the purposes of the Corporation, from time to time, and without limit as to amount; from time to time, to issue and sell its own securities in such amounts, on such terms and conditions, for such purposes and for such consideration, as may now be or hereafter shall be permitted by the laws of the Commonwealth of Puerto Rico; and to secure the same by mortgage upon, or the pledge, or the conveyance or assignment in trust of, the whole or any part of the properties, assets, business and good will of the Corporation then owned or thereafter acquired.

7. To merge into or consolidate with, and to enter into agreements and cooperative relations, not in contravention of law, with any person, firm, association or corporation; to purchase or otherwise acquire and to hold, cancel, reissue, sell, exchange, transfer or otherwise deal in its own shares of capital stock or other securities from time to time to the extent and upon such terms as shall be permitted by the laws of the Commonwealth of Puerto Rico; provided, however, that shares of its own capital stock so purchased or held shall not be directly or indirectly voted, nor shall they be entitled to the payment of dividends during such period or periods as they shall be held by the Corporation.

8. To manufacture, process, purchase, sell and generally to trade and deal in and with goods, wares and merchandise of every kind, nature and description, and to engage and participate in any mercantile, industrial or trading business of any kind or character whatsoever.

9. To apply for, register, obtain, purchase, lease, take licenses in respect of or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal with and contract with reference to:

(a) inventions, devices, formulas, processes and any improvements and modifications thereof,

(b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-marks, trade symbols and other indications of origin and ownership granted by or recognized under the laws of the Commonwealth of Puerto Rico, the Government of the United States of America or of any state or subdivision thereof, or of any foreign country or subdivision thereof, and all rights connected therewith or appertaining thereunto;

10. To acquire by purchase, exchange or otherwise, all or any part of, or any interest in, the properties, assets, business and good will of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which a corporation may now or hereafter be organized under the laws of the Commonwealth of Puerto Rico; to pay for the same in cash, property or its own or other securities; to hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole or any part thereof; and in connection therewith, to assume or guarantee performance of any liabilities, obligations or contracts of such persons, firms, associations or corporations, and to conduct the whole or any part of any business thus acquired.

11. To draw, make, accept, endorse, discount, execute, and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or transferable instruments and evidences of indebtedness whether secured by mortgage or otherwise, as well as to secure the same by mortgage or otherwise, so far as may be permitted by the laws of the Commonwealth of Puerto Rico.

12. To the extent permitted by law, and subject to obtaining the license required under the provisions of Section 9.060 of the Insurance Code of Puerto Rico (26 LPRA 906), to act as agent for insurance companies in soliciting and receiving applications for property, marine and transportation, vehicle, casualty surety and title insurance, and all other kinds of insurance except life and disability insurance, the collection of premiums, and doing such other business as may be delegated to agents by such companies, and to conduct a general insurance agency business.

13. To organize or cause to be organized under the laws of the Commonwealth of Puerto Rico, or of any other State of the United States of America, or of the District of Columbia, or of any territory, dependency, colony or possession of the United States of America, or of any foreign country, a corporation or corporations for the purpose of transacting, promoting or carrying on any or all of the objects or purposes for which the corporation is organized, and to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the same to be dissolved, wound up, liquidated, merged or consolidated.

14. To conduct its business in any and all of its branches and maintain offices both within and without the Commonwealth of Puerto Rico, in any and all States of the United States of America, in the District of Columbia, in any or all territories, dependencies, colonies or possessions of the United States of America, and in foreign countries.

15. To such extent as a corporation organized under the laws of the Commonwealth of Puerto Rico may now or hereafter lawfully do, to do, either as principal or agent and either alone or through subsidiaries or in connection with other persons, firms, associations or corporations, all and everything necessary, suitable, convenient or proper for, or in connection with or incident to, the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of the Corporation or to enhance the value of its properties; and in general to do any and all things and exercise any and all powers, rights, and privileges which a corporation may now or hereafter be organized to do or to exercise under the laws of the Commonwealth of Puerto Rico.

The foregoing provisions of this Article THIRD shall be construed both as purposes and powers and each as an independent purpose and power. The foregoing enumeration of specific purposes and powers shall not be held to limit or restrict in any manner the purposes and powers of the Corporation and the purposes and powers herein specified shall, except when otherwise provided in this Article THIRD, be in no way limited or restricted by reference to, or interference from, the terms of any provisions of this or any other Article of this Certificate of Incorporation.

FOURTH: The Corporation is to have perpetual existence.

FIFTH: The minimum amount of capital with which the Corporation shall commence business shall be $1,000.00.

The total number of shares of all classes of capital stock that the Corporation shall have authority to issue, upon resolutions approved by the Board of Directors from time to time, is two hundred million shares (200,000,000), of which one hundred seventy million shares (170,000,000) shall be shares of Common Stock of the par value of $0.01, per share (hereinafter called “Common Stock”), and thirty million (30,000,000) shall be shares of Preferred Stock without par value (hereinafter called “Preferred Stock”).

The amount of the authorized capital stock of any class or classes of stock may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Preferred Stock shall be as follows:

(1) The Board of Directors is expressly authorized at any time, and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and with such voting powers, full or limited but not to exceed one vote per share, or without voting powers, and with such designations, preferences, and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors and as are not otherwise expressed in this Certificate of Incorporation or any amendment thereto, including (but without limiting the generality of the foregoing) the following:

(a)

the designation of such series;

(b)

the purchase price that the Corporation shall receive for each share of such series;

(c)

the dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the preference or relation that such dividends shall bear to the dividends payable on any other class or classes or on any other series of any class or classes of capital stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative;

(d)

whether the shares of such series shall be subject to redemption by the Corporation, and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

(e)

the terms and amounts of any sinking fund provided for the purchase or redemption of the shares of such series;

(f)

whether the shares of such series shall be convertible into or exchangeable for shares of any other class of classes or of any other series of any class or classes of capital stock of the Corporation, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

(g)

the extent, if any, to which the holders of the shares of such series shall he entitled to vote as a class or otherwise with respect to the election of directors or otherwise;

(h)

the restrictions and conditions, if any, upon the reissue of any additional Preferred Stock ranking on a parity with or prior to such shares as to dividends or upon dissolution;

(i)

the rights of the holders of the shares of such series upon the dissolution of or upon the distribution of assets of, the Corporation, which rights may be different in the case of a voluntary dissolution than in the case of an involuntary dissolution.

(2) Except as otherwise required by law and except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power whatsoever.

(3) Pursuant to the authority conferred by this Article FIFTH, the Board of Directors or a duly appointed committee thereof, has created the following series of Preferred Stock, with the number of shares included in each such series, and the designation, powers, preferences and rights, qualifications, limitations or restrictions thereof fixed as stated and expressed with respect to each such series in the respective appendix attached hereto and incorporated herein by reference and made a part of this Restated Certificate of Incorporation for all purposes:

Annex A 6.375% Non-cumulative Monthly Income Preferred Stock, Series A

Annex B 8.25% Non-cumulative Monthly Income Preferred Stock, Series B

SIXTH : The Board of Directors shall have the power, whenever it may deem necessary to so act, from time to time, to authorize the issue of new shares of stock. The common stockholders of record on any date designated by resolution of the Board of Directors shall preference for the subscription for common stock on a pro rata basis unless the Board of Directors unanimously resolves otherwise, but the stockholders shall have no preference to subscribe therefor in the event of new issues of shares of stock which may be authorized pursuant to any Dividend Reinvestment and Stock Purchase Plan of the Corporation or which may be authorized in order to exchange such new shares of stock for property which the Board of Directors may consider convenient or necessary for the Corporation to acquire, nor shall the stockholders have any right of preference therefore in the event of new issues of stock in payment of services rendered to the Corporation, or of shares of stock to be issued for sale to officers or employees, on the basis of options, as an incentive either to commence or to continue rendering services for the Corporation.

SEVENTH : (1) The Board shall be composed of such number of directors as are established from time to time by the Board of Directors and approved by an absolute majority of directors; provided, however, that the total number of directors shall always be not less than nine (9) nor more than twenty-five (25). The Board of Directors shall be divided into three classes as nearly equal in number as possible, with each class having at least three members and with the term of office of one class expiring each year. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting at which such director was elected; provided, however, that each initial director in Class 1 shall hold office until the annual meeting of stockholders in 1991; each initial director in Class 2 shall hold office until the annual meeting of stockholders in 1992; and each initial director in Class 3 shall hold office until the annual meeting of stockholders in 1993. Except as provided in this Article SEVENTH, a director shall be elected by a majority of the votes cast by stockholders present in person or represented by proxy at the meeting and entitled to vote in the election of directors, provided that if the number of nominees exceeds the number of directors to be elected, the director nominees shall be elected by a plurality of the votes cast.

(2) Any vacancies in the Board of Directors, by reason of an increase in the number of directors or otherwise, shall be filled solely by the Board of Directors, by majority vote of the directors then in office, though less than a quorum, but any such director so elected shall hold office only until the next succeeding annual meeting of stockholders. At such annual meeting, such director shall be elected and qualified in the class in which such director is assigned to hold office for the term or remainder of the term of such class. Directors shall continue in office until others are chosen and qualified in their stead. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so assigned among the classes by a majority of the directors then in office, though less than a quorum, so as to make all classes as nearly equal in number as possible. To the extent of any inequality within the limits of the foregoing, the class of directorships shall be the class or classes then having the last date or the later dates for the expiration of its or their terms. No decrease in the number of directors shall shorten the term of any incumbent director.

(3) Any director may be removed from office as a director but only for cause by the affirmative vote of the holders of two-third (2/3) of the combined voting power of the then outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which to the extent provided in the resolution or in the by-laws of the Corporation, shall have and may exercise the powers of the Board of Directors (other than the power to remove or elect officers) in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

The Board of Directors may from time to time, in the manner provided for in the by-laws of the Corporation, hold its regular or extraordinary meetings outside of Puerto Rico.

EIGHTH: The Board of Directors may, upon resolution approved by an absolute majority thereof from time to time (after adoption of the original by-laws of the Corporation) adopt, amend or repeal the by-laws of the Corporation; provided, that any by-laws adopted, amended or repealed by the Board of Directors may be amended or repealed, and any by-laws may be adopted, by the stockholders of the Corporation.

NINTH: The affirmative vote of the holders of not less than seventy-five percent (75%) of the total number of outstanding shares of the Corporation shall be required (i) to amend this Article NINTH, (ii) to approve any Business Combination for which stockholder approval is required by applicable law or (iii) to approve the voluntary dissolution of the Corporation, notwithstanding that applicable law would otherwise permit any of the above with the approval of fewer shares or without the approval of any shares.

For purposes of this Article NINTH, the term “Business Combination” shall mean:

(a)

a merger, reorganization or consolidation in which the Corporation is a constituent corporation; or

(b)

the sale, lease, or hypothecation of substantially all the assets of the Corporation.

Other than with respect to this Article NINTH, the affirmative vote of the holders of not less than two-thirds of the total number of outstanding shares of the Corporation shall be required to amend these Articles of Incorporation, notwithstanding, that applicable law would otherwise permit such amendment with the approval of fewer shares or without the approval of any shares.

TENTH: (1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigate (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or-suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3) To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph 1 or 2 of this Article TENTH, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith.

(4) Any indemnification under paragraph 1 or 2 of this Article TENTH (unless ordered by a court) shall be made by the Corporation only as authorized in the specific ease upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth therein. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

(5) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article TENTH.

(6) The indemnification provided by this Article TENTH shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(7) By action of its Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of this status as such, whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article TENTH or of the General Corporation Law of the Commonwealth of Puerto Rico or of any other State of the United States or foreign country as may be applicable.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Restated Certificate of Incorporation to be signed by Javier D. Ferrer, its Secretary, this 22 day of June, 2018.

/s/ Javier D. Ferrer

Secretary

ANNEX A

CERTIFICATE OF DESIGNATION

OF THE BOARD OF DIRECTORS OF POPULAR, INC.

6.375% NONCUMULATIVE MONTHLY INCOME PREFERRED STOCK, 2003 SERIES A

(Pursuant to Article 5.01 of the General Corporation Law of the Commonwealth of Puerto Rico)

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation and delegated to the Funding Committee in accordance with the provisions of its Certificate of Incorporation, a series of Serial Preferred Stock of the Corporation be and it hereby is created.

FURTHER RESOLVED, that the Funding Committee designated by the Board of Directors, acting through Richard L. Carrión, David H. Chafey, Jr. and Jorge A. Junquera, has determined that the preferences and relative, participating, optional or other special rights of the shares of such series of Preferred Stock, and the qualifications, limitations or restrictions thereof, as stated and expressed herein, are under the circumstances prevailing on the date hereof fair and equitable to all the existing shareholders of the Corporation.

FURTHER RESOLVED, that the designation and amount of such series and the voting powers, preferences and relative, participating, optional or other special rights of the shares of such series of Preferred Stock, and the qualifications, limitations or restrictions thereof are as follows:

A. Designation and Amount

The shares of such series of Preferred Stock shall be designated as the “6.375% Noncumulative Monthly Income Preferred Stock, 2003 Series A” (hereinafter called the “2003 Series A Preferred Stock”), and the number of authorized shares constituting such series shall be 7,475,000.

B. Dividends

1. Holders of record of the 2003 Series A Preferred Stock (“Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof (the “Board of Directors”), out of funds of the Corporation legally available therefor, noncumulative cash dividends at the annual rate per share of 6.375% of their liquidation preferences, or $0.1328125 per share per month, with each aggregate payment made to each record holder of the 2003 Series A Preferred Stock being rounded to the next lowest cent.

2. Dividends on the 2003 Series A Preferred Stock will accrue from their date of original issuance and will be payable (when, as and if declared by the Board of Directors of the Corporation out of funds of the Corporation legally available therefor) monthly in arrears in United States dollars commencing on March 31, 2003, and on the last day of each calendar month of each year thereafter to the holders of record of the 2003 Series A Preferred Stock as they appear on the books of the Corporation on the fifteenth day of the month for which the dividends are payable, unless the Board of Directors or a committee thereof shall establish a different record date. In the case of the dividend payable on March 31, 2003, such dividend shall cover the period from the date of issuance of the 2003 Series A Preferred Stock to March 31, 2003. In the event that any date on which dividends are payable is not a Business Day (as defined below), then payment of the dividend payable on such date will be made on the next succeeding Business Day without any interest or other payment in respect of any such delay, except that, if such Business Day is in the next succeeding calendar year, such payment will be made on the Business Day immediately preceding the relevant date of payment, in each case with the same force and effect as if made on such date. A “Business Day” is a day other than a Saturday, Sunday or a general bank holiday in San Juan, Puerto Rico or New York, New York.

3. Dividends on the 2003 Series A Preferred Stock will be noncumulative. The Corporation is not obligated or required to declare or pay dividends on the 2003 Series A Preferred Stock, even if it has funds available for the payment of such dividends. If the Board of Directors of the Corporation or a committee thereof does not declare a dividend payable on a dividend payment date in respect of the 2003 Series A Preferred Stock, then the holders of such 2003 Series A Preferred Stock shall have no right to receive a dividend in respect of the monthly dividend period ending on such dividend payment date and the Company will have no obligation to pay the dividend accrued for such monthly dividend period or to pay any interest thereon, whether or not dividends on such 2003 Series A Preferred Stock are declared for any future monthly dividend period.

4. The amount of dividends payable for any monthly dividend period will be computed on the basis of twelve 30-day months and a 360-day year. The amount of dividends payable for any period shorter than a full monthly dividend period will be computed on the basis of the actual number of days elapsed in such period.

5. Subject to any applicable fiscal or other laws and regulations, each dividend payment will be made by dollar check drawn on a bank in New York, New York or San Juan, Puerto Rico and mailed to the record holder thereof at such holder’s address as it appears on the register for such 2003 Series A Preferred Stock.

6. So long as any shares of the 2003 Series A Preferred Stock remain outstanding, the Corporation shall not declare, set apart or pay any dividend or make any other distribution of assets (other than dividends paid or other distributions made in stock of the Corporation ranking junior to the 2003 Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation) on, or redeem, purchase, set apart or otherwise acquire (except upon conversion or exchange for stock of the Corporation ranking junior to the 2003 Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation), shares of common stock or

of any other class of stock of the Corporation ranking junior to the 2003 Series A Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation, unless (i) all accrued and unpaid dividends on the 2003 Series A Preferred Stock for the twelve monthly dividend periods ending on the immediately preceding dividend payment date shall have been paid or are paid contemporaneously, (ii) the full monthly dividend on the 2003 Series A Preferred Stock for the then current month has been or is contemporaneously declared and paid or declared and set apart for payment, and (iii) the Corporation has not defaulted in the payment of the redemption price of any shares of 2003 Series A Preferred Stock called for redemption.

7. When dividends are not paid in full on the 2003 Series A Preferred Stock and any other shares of stock of the Corporation ranking on a parity as to the payment of dividends with the 2003 Series A Preferred Stock, all dividends declared upon the 2003 Series A Preferred Stock and any such other shares of stock of the Corporation will be declared pro rata so that the amount of dividends declared per share on the 2003 Series A Preferred Stock and any such other shares of stock will in all cases bear to each other the same ratio that the accrued dividends per share on the 2003 Series A Preferred Stock for the then current dividend period bears to the accrued dividends per share on such other shares of stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend).

8. Holders of record of the 2003 Series A Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of the dividends provided for herein on the shares of 2003 Series A Preferred Stock.

C. Conversion

1. The 2003 Series A Preferred Stock will not be convertible into or exchangeable for any other securities of the Corporation.

D. Redemption at the Option of the Corporation

1. The shares of the 2003 Series A Preferred Stock are not redeemable prior to March 31, 2008. On and after that date, the shares of the 2003 Series A Preferred Stock will be redeemable in whole or in part from time to time at the option of the Corporation, with the consent of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to the extent required by Section D. 8 below, upon not less than thirty nor more than sixty days’ notice by mail, at the redemption prices set forth below, during the periods set forth below, plus accrued and unpaid dividends from the dividend payment date immediately preceding the redemption date (without any cumulation for unpaid dividends for prior dividend periods on the 2003 Series A Preferred Stock) to the date fixed for redemption.


Period	Redemption Price
March 31, 2008 to March 30, 2009	$	25.50
March 31, 2009 to March 30, 2010	$	25.25
March 31, 2010 and thereafter	$	25.00

2. In the event that less than all of the outstanding shares of the 2003 Series A Preferred Stock are to be redeemed in any redemption at the option of the Corporation, the total number of shares to be redeemed in such redemption shall be determined by the Board of Directors and the shares to be redeemed shall be allocated pro rata or by lot as may be determined by the Board of Directors or by such other method as the Board of Directors may approve and deem equitable, including any method to conform to any rule or regulation of any national or regional stock exchange or automated quotation system upon which the shares of the 2003 Series A Preferred Stock may at the time be listed or eligible for quotation.

3. Notice of any proposed redemption shall be given by the Corporation by mailing a copy of such notice to the holders of record of the shares of 2003 Series A Preferred Stock to be redeemed, at their address of record, not more than sixty nor less than thirty days prior to the redemption date. The notice of redemption to each holder of shares of 2003 Series A Preferred Stock shall specify the number of shares of 2003 Series A Preferred Stock to be redeemed, the redemption date and the redemption price payable to such holder upon redemption, and shall state that from and after said date dividends thereon will cease to accrue. If less than all the shares owned by a holder are then to be redeemed at the option of the Corporation, the notice shall also specify the number of shares of 2003 Series A Preferred Stock which are to be redeemed and the numbers of the certificates representing such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holders of any stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of 2003 Series A Preferred Stock.

4. Notice having been mailed as aforesaid, from and after the redemption date (unless the Corporation shall default in the payment of the redemption price for any shares to be redeemed), all dividends on the shares of 2003 Series A Preferred Stock called for redemption shall cease to accrue and all rights of the holders of such shares as stockholders of the Corporation by reason of the ownership of such shares (except the right to receive the redemption price, on presentation and surrender of the respective certificates representing the redeemed shares), shall cease on the redemption date, and such shares shall not after the redemption date be deemed to be outstanding. In case less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued without cost to the holder thereof representing the unredeemed shares.

5. At its option, the Corporation may, on or prior to the redemption date, irrevocably deposit the aggregate amount payable upon redemption of the shares of the 2003 Series A Preferred Stock to be redeemed with a bank or trust company designated by the Board of Directors (which may include a banking subsidiary of the Corporation) having its principal office in New York, New York, San Juan, Puerto Rico, or any other city in which the Corporation shall at that time maintain a transfer agency with respect to its capital stock, and having a combined capital and surplus (as

shown by its latest published statement) of at least $50,000,000 (hereinafter referred to as the “Depositary”), to be held in trust by the Depositary for payment to the holders of the shares of the 2003 Series A Preferred Stock then to be redeemed. If such deposit is made and the funds so deposited are made immediately available to the holders of the shares of the 2003 Series A Preferred Stock to be redeemed, the Corporation shall thereupon be released and discharged (subject to the provisions of Section D.6) from any obligation to make payment of the amount payable upon redemption of the shares of the 2003 Series A Preferred Stock to be redeemed, and the holders of such shares shall look only to the Depositary for such payment.

6. Any funds remaining unclaimed at the end of two years from and after the redemption date in respect of which such funds were deposited shall be returned to the Corporation forthwith and thereafter the holders of shares of the 2003 Series A Preferred Stock called for redemption with respect to which such funds were deposited shall look only to the Corporation for the payment of the redemption price thereof. Any interest accrued on any funds deposited with the Depositary shall belong to the Corporation and shall be paid to it from time to time on demand.

7. Any shares of the 2003 Series A Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors.

8. To the extent required to have the 2003 Series A Preferred Stock treated as Tier 1 capital for bank regulatory purposes or otherwise required by applicable regulations of the Federal Reserve Board, the shares of 2003 Series A Preferred Stock may not be redeemed by the Corporation without the prior consent of the Federal Reserve Board.

E. Liquidation Preference

1. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the then record holders of shares of 2003 Series A Preferred Stock will be entitled to receive, out of the assets of the Corporation available for distribution to shareholders, before any distribution is made to holders of common stock or any other equity securities of the Corporation ranking junior upon liquidation to the 2003 Series A Preferred Stock, distributions upon liquidation in the amount of $25 per share plus an amount equal to any accrued and unpaid dividends (without any cumulation for unpaid dividends for prior dividend periods on the 2003 Series A Preferred Stock) for the current monthly dividend period to the date of payment. Such amount shall be paid to the holders of the 2003 Series A Preferred Stock prior to any payment or distribution to the holders of the common stock of the Corporation or of any other class of stock or series thereof of the Corporation ranking junior to the 2003 Series A Preferred Stock in respect of dividends or as to the distribution of assets upon liquidation.

2. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the 2003 Series A Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the 2003 Series A Preferred Stock are not paid in full, the holders of the 2003 Series A Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Corporation in

proportion to the full liquidation preferences to which each is entitled. After payment of the full amount of the liquidation preference to which they would otherwise be entitled, the holders of shares of 2003 Series A Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation.

3. Neither the consolidation or merger of the Corporation with any other corporation, nor any sale, lease or conveyance of all or any part of the property or business of the Corporation, shall be deemed to be a liquidation, dissolution, or winding up of the Corporation.

F. Voting Rights

1. Except as described in this Section F, or except as required by applicable law, holders of the 2003 Series A Preferred Stock will not be entitled to receive notice of or attend or vote at any meeting of stockholders of the Corporation on any matter.

2. If the Corporation does not pay dividends in full on the 2003 Series A Preferred Stock for eighteen monthly dividend periods, whether consecutive or not, the holders of outstanding shares of the 2003 Series A Preferred Stock, together with the holders of any other shares of stock of the Corporation having the right to vote for the election of directors solely in the event of any failure to pay dividends, acting as a single class without regard to series, will be entitled, by written notice to the Corporation given by the holders of a majority in liquidation preference of such shares or by ordinary resolution passed by the holders of a majority in liquidation preference of such shares present in person or by proxy at a separate general meeting of such holders convened for the purpose, to appoint two additional members of the Board of Directors of the Corporation, to remove any such member from office and to appoint another person in place of such member. Not later than 30 days after such entitlement arises, if written notice by a majority of the holders of such shares has not been given as provided for in the preceding sentence, the Board of Directors or an authorized committee thereof will convene a separate general meeting for the above purpose. If the Board of Directors or such authorized committee fails to convene such meeting within such 30-day period, the holders of 10% of the outstanding shares of the 2003 Series A Preferred Stock and any such other stock will be entitled to convene such meeting. The provisions of the Restated Certificate of Incorporation and By-laws of the Corporation relating to the convening and conduct of general meetings of stockholders will apply with respect to any such separate general meeting. Any member of the Board of Directors so appointed shall vacate office if, following the event which gave rise to such appointment, the Corporation shall have resumed the payment of dividends in full on the 2003 Series A Preferred Stock and each such other series of stock for twelve consecutive monthly dividend periods. Thereafter, the right to appoint two directors as described above would only arise if the Corporation does not pay dividends in full on the 2003 Series A Preferred Stock for eighteen additional monthly dividend periods.

3. Any amendment, alteration or repeal of the terms of the 2003 Series A Preferred Stock by way of amendment of the Corporation’s Restated Certificate of Incorporation whether by merger or otherwise (including, without limitation, the authorization or issuance of any shares of the Corporation ranking, as to dividend rights or rights on liquidation, winding up and dissolution, senior to the 2003 Series A Preferred Stock) which would adversely affect the powers, preferences or rights of the 2003 Series A Preferred Stock shall not be effective (unless otherwise required by

applicable law) except with the consent in writing of the holders of at least two thirds of the outstanding aggregate liquidation preference of the outstanding shares of the 2003 Series A Preferred Stock or with the sanction of a special resolution passed at a separate general meeting by the holders of at least two thirds of the aggregate liquidation preference of the outstanding shares of the 2003 Series A Preferred Stock. Notwithstanding the foregoing, the Corporation may, without the consent or sanction of the holders of the 2003 Series A Preferred Stock, authorize and issue shares of the Corporation ranking, as to dividend rights and rights on liquidation, winding up and dissolution, on a parity with or junior to the 2003 Series A Preferred Stock.

The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of the 2003 Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

4. No vote of the holders of the 2003 Series A Preferred Stock will be required for the Corporation to redeem or purchase and cancel the 2003 Series A Preferred Stock in accordance with the Restated Certificate of Incorporation of the Corporation.

5. The Corporation will cause a notice of any meeting at which holders of any series of Preferred Stock are entitled to vote to be mailed to each record holder of such series of Preferred Stock. Each such notice will include a statement setting forth (i) the date of such meeting, (ii) a description of any resolution to be proposed for adoption at such meeting on which such holders are entitled to vote and (iii) instructions for deliveries of proxies.

6. Except as set forth in this Section F, holders of 2003 Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote as set forth herein) for taking any corporate action.

G. Rank

The 2003 Series A Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock of the Corporation, to the Corporation’s Series A Participating Cumulative Preferred Stock and to all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank junior to the 2003 Series A Preferred Stock (or to a number of series of Preferred Stock which includes the 2003 Series A Preferred Stock); (ii) on a parity with all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank on a parity with the 2003 Series A Preferred Stock (or with a number of series of Preferred Stock which includes the 2003 Series A Preferred Stock); and (iii) subject to the provisions of Section F.3 hereof, junior to all equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank senior to the 2003 Series A Preferred Stock (or to a number of series of Preferred Stock which includes the 2003 Series A Preferred Stock). For this purpose, the term “equity securities” does not include debt securities convertible into or exchangeable for equity securities.

H. Form of Certificate for 2003 Series A Preferred Stock; Transfer and Registration

1. The 2003 Series A Preferred Stock shall be issued in registered form only. The Corporation may treat the record holder of a share of 2003 Series A Preferred Stock, including the Depository Trust Company and its nominee and any other holder that holds such share on behalf of any other person, as such record holder appears on the books of the registrar for the 2003 Series A Preferred Stock, as the sole owner of such share for all purposes.

2. The transfer of a share of 2003 Series A Preferred Stock may be registered upon the surrender of the certificate evidencing the share of 2003 Series A Preferred Stock to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the office of the transfer agent and registrar.

3. Registration of transfers of shares of 2003 Series A Preferred Stock will be effected without charge by or on behalf of the Corporation, but upon payment (or the giving of such indemnity as the transfer agent and registrar may require) in respect of any tax or other governmental charges which may be imposed in relation to it.

4. The Corporation will not be required to register the transfer of a share of 2003 Series A Preferred Stock after such share has been called for redemption.

I. Replacement of Lost Certificates

If any certificate for a share of 2003 Series A Preferred Stock is mutilated or alleged to have been lost, stolen or destroyed, a new certificate representing the same share shall be issued to the holder upon request subject to delivery of the old certificate or, if alleged to have been lost, stolen or destroyed, compliance with such conditions as to evidence, indemnity and the payment of out-of-pocket expenses of the Corporation in connection with the request as the Board of Directors of the Corporation may determine.

J. No Preemptive Rights

Holders of the 2003 Series A Preferred Stock will have no preemptive or preferential rights to purchase any securities of the Corporation.

K. No Repurchase at the Option of Holders; Miscellaneous

Holders of the 2003 Series A Preferred Stock will have no right to require the Corporation to redeem or repurchase any shares of 2003 Series A Preferred Stock, and the shares of 2003 Series A Preferred Stock are not subject to any sinking fund or similar obligation. The Corporation may, at its option, purchase shares of the 2003 Series A Preferred Stock from holders thereof from time to time, by tender, in privately negotiated transactions or otherwise.

ANNEX B

CERTIFICATE OF DESIGNATION

OF THE BOARD OF DIRECTORS OF

POPULAR, INC.

8.25% NON-CUMULATIVE MONTHLY INCOME PREFERRED STOCK, SERIES B

RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of Popular, Inc. (the “Corporation”) and delegated to the Pricing Committee consisting of Richard L. Carrión, Manuel Morales, Jr. and Frederic V. Salerno (the “Pricing Committee”), in accordance with the provisions of its Certificate of Incorporation, a series of Serial Preferred Stock of the Corporation be and it hereby is created.

A.	Designation and Amount

The shares of such series of Preferred Stock shall be designated as the “8.25% Non-cumulative Monthly Income Preferred Stock, Series B” (hereinafter called the “Series B Preferred Stock”), and the number of authorized shares constituting such series shall be 16,000,000.

B.	Dividends

1. Holders of record of the Series B Preferred Stock (“Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof (the “Board of Directors”), out of funds of the Corporation legally available therefor, non-cumulative cash dividends at the annual rate per share of $2.0625, which is equivalent to 8.25% of their liquidation preference of $25.00 per share, or $0.171875 per share per month, with each aggregate payment made to each record holder of the Series B Preferred Stock being rounded to the next lowest cent.

2. Dividends on the Series B Preferred Stock will accrue from their date of original issuance and will be payable (when, as and if declared by the Board of Directors of the Corporation out of funds of the Corporation legally available therefor) monthly in arrears in United States dollars commencing on June 30, 2008, and on the last day of each calendar month of each year thereafter to the holders of record of the Series B Preferred Stock as they appear on the books of the Corporation on the fifteenth day of the month, whether or not a Business Day, for which the dividends are payable, unless the Board of Directors or a committee thereof shall establish a different record date. In the case of the dividend payable on June 30, 2008, such dividend shall cover the period from the date of issuance of the Series B Preferred Stock to June 30, 2008. In the event that any date on which dividends are payable is not a Business Day (as defined below), then payment of the dividend payable on such date will be made on the next succeeding Business Day without any interest or other payment in respect of any such delay, except that, if such Business

Day is in the next succeeding calendar year, such payment will be made on the Business Day immediately preceding the relevant date of payment, in each case with the same force and effect as if made on such date. A “Business Day” is a day other than a Saturday, Sunday or a general bank holiday in San Juan, Puerto Rico or New York, New York.

3. Dividends on the Series B Preferred Stock will be non-cumulative. The Corporation is not obligated or required to declare or pay dividends on the Series B Preferred Stock, even if it has funds available for the payment of such dividends. If the Board of Directors of the Corporation or a committee thereof does not declare a dividend payable on a dividend payment date in respect of the Series B Preferred Stock, then the holders of such Series B Preferred Stock shall have no right to receive a dividend in respect of the monthly dividend period ending on such dividend payment date and the Company will have no obligation to pay the dividend accrued for such monthly dividend period or to pay any interest thereon, whether or not dividends on such Series B Preferred Sock are declared for any future monthly dividend period.

6. So long as any shares of the Series B Preferred Stock remain outstanding, the Corporation shall not declare, set apart or pay any dividend or make any other distribution of assets (other than dividends paid or other distributions made in stock of the Corporation ranking junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation) on, or redeem, purchase, set apart or otherwise acquire (except upon conversion or exchange for stock of the Corporation ranking junior to the Series B Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up of the Corporation), shares of common stock or of any other class of stock of the Corporation ranking junior to the Series B Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Corporation, unless (i) all accrued and unpaid dividends on the Series B Preferred Stock for the twelve monthly dividend periods ending on the immediately preceding dividend payment date shall have been paid or are paid contemporaneously, (ii) the full monthly dividend on the Series B Preferred Stock for the then current month has been or is contemporaneously declared and paid or declared and set apart for payment, and (iii) the Corporation has not defaulted in the payment of the redemption price of any shares of Series B Preferred Stock called for redemption.

7. When dividends are not paid in full on the Series B Preferred Stock and any other shares of stock of the Corporation ranking on a parity as to the payment of dividends with the Series B Preferred Stock, all dividends declared upon the Series B Preferred Stock and any such other shares of stock of the Corporation will be declared pro rata so that the amount of dividends declared per

share on the Series B Preferred Stock and any such other shares of stock will in all cases bear to each other the same ratio that the accrued dividends per share on the Series B Preferred Stock for the then current dividend period bears to the accrued dividends per share on such other shares of stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend).

8. Holders of record of the Series B Preferred Stock will not be entitled to any dividend, whether payable in cash, property or stock, in excess of the dividends provided for herein on the shares of Series B Preferred Stock.

C.	Conversion

1. The Series B Preferred Stock will not be convertible into or exchangeable for any other securities of the Corporation.

D.	Redemption at the Option of the Corporation

1. The shares of the Series B Preferred Stock are not redeemable prior to May 28, 2013. On and after that date, the shares of the Series B Preferred Stock will be redeemable in whole or in part for cash from time to time at the option of the Corporation, with the consent of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) to the extent required by Section D.8 below, upon not less than thirty nor more than sixty days’ notice by mail, at the redemption prices set forth below, during the periods set forth below, plus accrued and unpaid dividends from the dividend payment date immediately preceding the redemption date (without any cumulation for unpaid dividends for prior dividend periods on the Series B Preferred Stock) to the date fixed for redemption.


Period	Redemption Price
May 28, 2013 to May 28, 2014	$	25.50
March 29, 2014 to May 28, 2015	$	25.25
May 29, 2015 and thereafter	$	25.00

2. In the event that less than all of the outstanding shares of the Series B Preferred Stock are to be redeemed in any redemption at the option of the Corporation, the total number of shares to be redeemed in such redemption shall be determined by the Board of Directors and the shares to be redeemed shall be allocated pro rata or by lot as may be determined by the Board of Directors or by such other method as the Board of Directors may approve and deem equitable, including any method to conform to any rule or regulation of any national or regional stock exchange or automated quotation system upon which the shares of the Series B Preferred Stock may at the time be listed or eligible for quotation.

3. Notice of any proposed redemption shall be given by the Corporation by mailing a copy of such notice to the holders of record of the shares of Series B Preferred Stock to be redeemed, at their address of record, not more than sixty nor less than thirty days prior to the redemption date. The notice of redemption to each holder of shares of Series B Preferred Stock shall specify the number of shares of Series B Preferred Stock to be redeemed, the redemption date and the redemption price payable to such holder upon redemption, and shall state that from and after said date dividends thereon will cease to accrue. If less than all the shares owned by a holder are then to be redeemed at the option of the Corporation, the notice shall also specify the number of shares of Series B Preferred Stock which are to be redeemed and the numbers of the certificates representing such shares. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not the stockholder receives such notice; and failure duly to give such notice by mail, or any defect in such notice, to the holders of any stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock

4. Notice having been mailed as aforesaid, from and after the redemption date (unless the Corporation shall default in the payment of the redemption price for any shares to be redeemed), all dividends on the shares of Series B Preferred Stock called for redemption shall cease to accrue and all rights of the holders of such shares as stockholders of the Corporation by reason of the ownership of such shares (except the right to receive the redemption price, on presentation and surrender of the respective certificates representing the redeemed shares), shall cease on the redemption date, and such shares shall not after the redemption date be deemed to be outstanding. In case less than all the shares represented by any such certificate are redeemed, a new certificate shall be issued without cost to the holder thereof representing the unredeemed shares.

5. At its option, the Corporation may, on or prior to the redemption date, irrevocably deposit the aggregate amount payable upon redemption of the shares of the Series B Preferred Stock to be redeemed with a bank or trust company designated by the Board of Directors (which may include a banking subsidiary of the Corporation) having its principal office in New York, New York, San Juan, Puerto Rico, or any other city in which the Corporation shall at that time maintain a transfer agency with respect to its capital stock, and having a combined capital and surplus (as shown by its latest published statement) of at least $50,000,000 (hereinafter referred to as the “Depositary”), to be held in trust by the Depositary for payment to the holders of the shares of the Series B Preferred Stock then to be redeemed. If such deposit is made and the funds so deposited are made immediately available to the holders of the shares of the Series B Preferred Stock to be redeemed, the Corporation shall thereupon be released and discharged (subject to the provisions of Section D.6) from any obligation to make payment of the amount payable upon redemption of the shares of the Series B Preferred Stock to be redeemed, and the holders of such shares shall look only to the Depositary for such payment.

6. Any funds remaining unclaimed at the end of two years from and after the redemption date in respect of which such funds were deposited shall be returned to the Corporation forthwith and thereafter the holders of shares of the Series B Preferred Stock called for redemption with respect to which such funds were deposited shall look only to the Corporation for the payment of the redemption price thereof. Any interest accrued on any funds deposited with the Depositary shall belong to the Corporation and shall be paid to it from time to time on demand.

7. Any shares of the Series B Preferred Stock which shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued shares of Preferred Stock, without designation as to series, until such shares are once more designated as part of a particular series by the Board of Directors.

8. To the extent required to have the Series B Preferred Stock treated as Tier 1 capital for bank regulatory purposes or otherwise required by applicable regulations of the Federal Reserve Board, the shares of Series B Preferred Stock may not be redeemed by the Corporation without the prior consent of the Federal Reserve Board.

E.	Liquidation Preference

1. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the then record holders of shares of Series B Preferred Stock will be entitled to receive, out of the assets of the Corporation available for distribution to shareholders, before any distribution is made to holders of common stock or any other equity securities of the Corporation ranking junior upon liquidation to the Series B Preferred Stock, distributions upon liquidation in the amount of $25.00 per share plus an amount equal to any accrued and unpaid dividends (without any cumulation for unpaid dividends for prior dividend periods on the Series B Preferred Stock) for the current monthly dividend period to the date of payment. Such amount shall be paid to the holders of the Series B Preferred Stock prior to any payment or distribution to the holders of the common stock of the Corporation or of any other class of stock or series thereof of the Corporation ranking junior to the Series B Preferred Stock in respect of dividends or as to the distribution of assets upon liquidation.

2. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Series B Preferred Stock and any other shares of stock of the Corporation ranking as to any such distribution on a parity with the Series B Preferred Stock are not paid in full, the holders of the Series B Preferred Stock and of such other shares will share ratably in any such distribution of assets of the Corporation in proportion to the full liquidation preferences to which each is entitled. After payment of the full amount of the liquidation preference to which they would otherwise be entitled, the holders of shares of Series B Preferred Stock will not be entitled to any further participation in any distribution of assets of the Corporation.

F.	Voting Rights

1. Except as described in this Section F, or except as required by applicable law, holders of the Series B Preferred Stock will not be entitled to receive notice of or attend or vote at any meeting of stockholders of the Corporation on any matter.

2. If the Corporation does not pay dividends in full on the Series B Preferred Stock for eighteen monthly dividend periods, whether consecutive or not, the holders of outstanding shares of the Series B Preferred Stock, together with the holders of any other shares of stock of the Corporation having the right to vote for the election of directors solely in the event of any failure to pay dividends, acting as a single class without regard to series, will be entitled, by written notice to the Corporation given by the holders of a majority in liquidation preference of such shares or by ordinary resolution passed by the holders of a majority in liquidation preference of such shares present in person or by proxy at a separate general meeting of such holders convened for the purpose, to appoint two additional members of the Board of Directors of the Corporation, to remove any such member from office and to appoint another person in place of such member. Not later than 30 days after such entitlement arises, if written notice by a majority of the holders of such shares has not been given as provided for in the preceding sentence, the Board of Directors or an authorized committee thereof will convene a separate general meeting for the above purpose. If the Board of Directors or such authorized committee fails to convene such meeting within such 30-day period, the holders of 10% of the outstanding shares of the Series B Preferred Stock and any such other stock will be entitled to convene such meeting. The provisions of the Restated Certificate of Incorporation and By-laws of the Corporation relating to the convening and conduct of general meetings of stockholders will apply with respect to any such separate general meeting. Any member of the Board of Directors so appointed shall vacate office if, following the event which gave rise to such appointment, the Corporation shall have resumed the payment of dividends in full on the Series B Preferred Stock and each such other series of stock for twelve consecutive monthly dividend periods. Thereafter, the right to appoint two directors as described above would only arise if the Corporation does not pay dividends in full on the Series B Preferred Stock for eighteen additional monthly dividend periods.

3. Any amendment, alteration or repeal of the terms of the Series B Preferred Stock by way of amendment of the Corporation’s Restated Certificate of Incorporation whether by merger or otherwise (including, without limitation, the authorization or issuance of any shares of the Corporation ranking, as to dividend rights or rights on liquidation, winding up and dissolution, senior to the Series B Preferred Stock) which would adversely affect the powers, preferences or rights of the Series B Preferred Stock shall not be effective (unless otherwise required by applicable law) except with the consent in writing of the holders of at least two thirds of the outstanding aggregate liquidation preference of the outstanding shares of the Series B Preferred Stock or with the sanction of a special resolution passed at a separate general meeting by the holders of at least two thirds of the aggregate liquidation preference of the outstanding shares of the Series B Preferred Stock. Notwithstanding the foregoing, the Corporation may, without the consent or sanction of the holders of the Series B Preferred Stock, authorize and issue shares of the Corporation ranking, as to dividend rights and rights on liquidation, winding up and dissolution, on a parity with or junior to the Series B Preferred Stock.

The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding shares of the Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption.

4. No vote of the holders of the Series B Preferred Stock will be required for the Corporation to redeem or purchase and cancel the Series B Preferred Stock in accordance with the Restated Certificate of Incorporation of the Corporation.

6. Except as set forth in this Section F, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote as set forth herein) for taking any corporate action.

Rank

1. The Series B Preferred Stock will, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank (i) senior to all classes of common stock of the Corporation, to the Corporation’s Series A Participating Cumulative Preferred Stock and to all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank junior to the Series B Preferred Stock (or to a number of series of Preferred Stock which includes the Series B Preferred Stock); (ii) on a parity with all other equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank on a parity with the Series B Preferred Stock (or with a number of series of Preferred Stock which includes the Series B Preferred Stock), and, in particular, with the 6.375% Noncumulative Monthly Income Preferred Stock, 2003 Series A; and (iii) subject to the provisions of Section F.3 hereof, junior to all equity securities issued by the Corporation the terms of which specifically provide that such equity securities will rank senior to the Series B Preferred Stock (or to a number of series of Preferred Stock which includes the Series B Preferred Stock). For this purpose, the term “equity securities” does not include debt securities convertible into or exchangeable for equity securities.

H.	Form of Certificate for Series B Preferred Stock; Transfer and Registration

1. The Series B Preferred Stock shall be issued in registered form only. The Corporation may treat the record holder of a share of Series B Preferred Stock, including the Depository Trust Company and its nominee and any other holder that holds such share on behalf of any other person, as such record holder appears on the books of the registrar for the Series B Preferred Stock, as the sole owner of such share for all purposes.

2. The transfer of a share of Series B Preferred Stock may be registered upon the surrender of the certificate evidencing the share of Series B Preferred Stock to be transferred, together with the form of transfer endorsed on it duly completed and executed, at the office of the transfer agent and registrar.

3. Registration of transfers of shares of Series B Preferred Stock will be effected without charge by or on behalf of the Corporation, but upon payment (or the giving of such indemnity as the transfer agent and registrar may require) in respect of any tax or other governmental charges which may be imposed in relation to it.

4. The Corporation will not be required to register the transfer of a share of Series B Preferred Stock after such share has been called for redemption.

I.	Replacement of Lost Certificates

1. If any certificate for a share of Series B Preferred Stock is mutilated or alleged to have been lost, stolen or destroyed, a new certificate representing the same share shall be issued to the holder upon request subject to delivery of the old certificate or, if alleged to have been lost, stolen or destroyed, compliance with such conditions as to evidence, indemnity and the payment of out-of-pocket expenses of the Corporation in connection with the request as the Board of Directors of the Corporation may determine.

J.	No Preemptive Rights

1. Holders of the Series B Preferred Stock will have no preemptive or preferential rights to purchase any securities of the Corporation.

K.	No Repurchase at the Option of Holders; Miscellaneous

1. Holders of the Series B Preferred Stock will have no right to require the Corporation to redeem or repurchase any shares of Series B Preferred Stock, and the shares of Series B Preferred Stock are not subject to any sinking fund or similar obligation. The Corporation may, at its option, purchase shares of the Series B Preferred Stock from holders thereof from time to time, by tender, in privately negotiated transactions or otherwise.

Exhibit 10.1


				PO Box 362708
				San Juan, Puerto Rico 00936-2708
				Telephone 787-765-9800

June 22, 2018

PERSONAL AND CONFIDENTIAL

Dear Ms. Soto:

We are very pleased to welcome you to the Board of Directors (the “Board”) of Popular, Inc. (the “Corporation”), and are writing to set forth the general terms of your compensation as a Director of the Corporation and certain of its wholly owned subsidiaries. These terms are subject to future modification by the Board.

As compensation for your services you will receive:

•

A grant of $83,334 (the “Restricted Stock Grant”) payable in Restricted Stock of the Corporation (the “Restricted Stock”) under the Popular, Inc. 2004 Omnibus Incentive Plan (the “Omnibus Plan”); and

•

A retainer fee (the “Annual Retainer”) of $41,667 (payable in cash or in shares of Restricted Stock, at your option);

The aforementioned compensation is attributable to the period commencing on July 1, 2018 and ending on the day before the 2019 annual shareholders’ meeting. The total cash and Restricted Stock compensation will be paid and/or delivered on or before July 15, 2018.

The Annual Retainer will be paid in cash, unless you elect to receive payment in Restricted Stock under the Omnibus Plan. In order to make such election, you must return to us the attached Director Compensation Election Form within 5 days from the date of this letter. If you do not submit the Director Compensation Election Form within said 5-day period, the Annual Retainer will be payable to you in cash. An election to receive the Annual Retainer in the form of Restricted Stock will result in deferral of taxation of those amounts until such later year as the restrictions lapse.

The number of shares of Restricted Stock to be delivered in payment of the Restricted Stock Grant and the Annual Retainer will be determined by dividing the corresponding amount of the payment in cash by the closing price of the Corporation’s common stock on June 29, 2018. The Restricted Stock will be subject to the terms and conditions of the Restricted Stock Agreement attached hereto. Any dividends paid on your Restricted Stock will be reinvested in your name in the Popular, Inc. Dividend Reinvestment and Stock Purchase Plan. Dividends will be subject to Puerto Rico income taxes in the year paid by the Corporation.

Please note that, if you are a Puerto Rico resident, cash payments and a subsequent vesting of Restricted Stock may impose an obligation on you to collect and remit to the Puerto Rico Department of the Treasury any value added tax imposed on the Corporation in connection with the compensation received by you as a director.

We have enclosed the following documents regarding the foregoing:

Director Compensation Election Form;

Restricted Stock Agreement; and

Omnibus Plan.

Please complete and sign the Director Compensation Election Form and the Restricted Stock Agreement where indicated, and return the executed documents.. Please retain a copy of the documents for your records.

Cordially,

/s/ Javier D. Ferrer

Javier D. Ferrer

Executive Vice President,

Chief Legal Officer & Secretary

R ESTRICTED S TOCK A GREEMENT

This Restricted Stock Agreement (“Agreement”) by and between Popular, Inc. (the “Corporation”) and Myrna M. Soto (“Director”), whereby the Corporation in consideration of Director’s services as a member of the Board of Directors of the Corporation and/or certain of its wholly-owned subsidiaries, grants to the Director a number of restricted shares of the Corporation’s Common Stock (the “Restricted Stock”) subject to the terms and conditions hereinafter set forth and the terms and conditions of the Popular, Inc. 2004 Omnibus Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A . Capitalized terms not otherwise defined herein shall having the meaning ascribed them in the Plan.

1. N UMBER OF S HARES . Pursuant to the terms of the Director’s compensation letter dated June 22, 2018 and the Director’s election thereunder, the Corporation has agreed to grant to the Director Restricted Stock in the amount stated in the compensation letter and election form, as may be amended from time to time. The number of shares of Restricted Stock to be granted will be based on the closing price of the Corporation’s common stock on June 29, 2018, the Grant Date. For all purposes the Grant Price shall be zero ($0).

The Restricted Stock shall be subject to all the terms, conditions, and restrictions set forth in this Agreement and the Plan. In the event any stock dividend, stock split, recapitalization or other change affecting the outstanding common stock of the Corporation as a class is effected without consideration, then any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) that is by reason of any such transaction distributed with respect to shares of Restricted Stock will be immediately subject to the provisions of this Agreement in the same manner and to the same extent as the Restricted Stock with respect to which such change was effected. Cash dividends paid on the Restricted Stock shall be reinvested in Common Stock through the Popular, Inc. Dividend Reinvestment and Stock Purchase Plan.

2. V ESTING , F ORFEITURE AND T RANSFER R ESTRICTIONS . All Restricted Stock granted to Director shall become vested and not subject to restrictions upon the termination of service as a Director for any reason other than for Cause (as defined in the Plan). In the event Director’s relationship with the Corporation, is terminated for Cause (as defined in the Plan), or if Director, Director’s legal representative, or other holder of the Restricted Stock attempts to sell, exchange, transfer, pledge, or otherwise dispose of any Restricted Stock, all Restricted Stock will be immediately forfeited without any further action by the Corporation.

Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of in any way other than by the Last Will and Testament of the Director or the laws of descent and distribution, subject to the bylaws of the Corporation. Any Restricted Stock held by a beneficiary shall be subject to the restrictions imposed on such Restricted Stock. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.

3. S ECURITIES L AW C OMPLIANCE . Notwithstanding anything to the contrary contained herein, no shares under this Agreement may be granted unless the shares of Restricted Stock issuable upon such grant are then registered under the Securities Act of 1933, as amended

(the “Securities Act”) or, if such shares of Restricted Stock are not then so registered, the Corporation has determined that such grant and issuance would be exempt from the registration requirements of the Securities Act. The grant of shares must also comply with other applicable laws and regulations governing the grant, and no grant of shares will be permitted if the Corporation determines that such purchase would not be in material compliance with such laws and regulations.

4. S TOCK L EGEND . The Corporation and Director agree that, to the extent certificates representing shares of Restricted Stock are issued by the Corporation, during such time as such Restricted Stock are subject to the provisions of this Agreement and the Plan, such certificates will have endorsed upon them in bold-faced type a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF THE RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE INITIAL HOLDER OF THE SHARES. THE RESTRICTED STOCK AGREEMENT MAY GRANT CERTAIN PURCHASE OPTIONS TO THE CORPORATION, PROVIDES FOR FORFEITURE OF THE STOCK IN CERTAIN CIRCUMSTANCES, AND IMPOSES RESTRICTIONS ON THE TRANSFER OF THESE SHARES. A COPY OF THE RESTRICTED STOCK AGREEMENT IS ON DEPOSIT AT THE PRINCIPAL OFFICE OF THE CORPORATION AND WILL BE FURNISHED BY THE CORPORATION TO THE REGISTERED HOLDER HEREOF UPON WRITTEN REQUEST.

5. A GREEMENT NOT A S ERVICE C ONTRACT . This Agreement is not an employment or service contract, and nothing in this Agreement nor the Plan shall be deemed to create in any way whatsoever any obligation for the Director to continue his relationship with the Corporation or its subsidiaries, as applicable, or of the Corporation or its subsidiaries, as applicable, to continue the relationship with the Director.

6. S ECTION 83( b ) E LECTION . Director acknowledges that if he is subject to taxation under the United States Internal Revenue Code of 1986, as amended (the “Code”), under Section 83(b) of the Code, the difference between the Grant Price and its fair market value at the time any forfeiture restrictions applicable to such Restricted Stock lapse is reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the forfeiture provisions, and restrictions described in Section 2 of this Agreement.

Notwithstanding the preceding, Director understands that he or she may elect to be taxed at the time the Restricted Stock is acquired hereunder, rather than when and as such Restricted Stock ceases to be subject to such forfeiture restrictions, by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days after the Grant Date. If the Grant Price equals the fair market value of the Restricted Stock on such date, or if it is likely that the fair market value of the Restricted Stock at the time any forfeiture restrictions lapse will exceed the Grant Price, the election may avoid adverse tax consequences in the future. Director understands that the failure to make this filing within said 30 day period will result in the recognition of ordinary income by Director (in the event the fair market value of the Restricted Stock increases after Grant

Date) as the forfeiture restrictions lapse. Director acknowledges that it is his or her sole responsibility, and not the Corporation’s, to file a timely election under Section 83(b) of the Code. Director further acknowledges that the election under Section 83(b) of the Code is an election that must be made with respect to each separate grant of Restricted Stock that is subject to this Agreement and that, immediately after filing the election with the Internal Revenue Service, Director will deliver a copy of such election to the Corporation.

7. Section 409A . The Restricted Stock granted under this Agreement is intended to be exempt from Section 409A of the Code, to the extent applicable, and this Agreement is intended to, and shall be interpreted, administered and construed consistent therewith.

8. N OTICES . Any notices provided for in this Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Corporation to the Director, five (5) days after deposit in the United States mail, postage prepaid, addressed to the Director at the last address the Director provided to the Corporation. Notice to the Corporation shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail to the Corporation by the Director, five (5) days after deposit in the United States mail, postage prepaid, addressed to Chief Legal Officer, Popular, Inc. Board of Directors (751), PO Box 362708, San Juan, Puerto Rico 00936-2708.

9. R IGHTS AS A S HAREHOLDER . Except for the restrictions set forth in this Agreement and the Plan and unless otherwise determined by the Corporation, the Director shall be entitled to all of the rights of a shareholder with respect to the shares of Restricted Stock awarded pursuant to this Agreement including the right to vote such shares of Restricted Stock and to receive dividends and other distributions (if any) payable with respect to such shares. Provided, however, that cash dividends paid on Restricted Stock shall be reinvested in common stock of the Corporation through the Popular, Inc. Dividend Reinvestment and Stock Purchase Plan.

10. T AX W ITHHOLDING . The Corporation may withhold or cause to be withheld from any Restricted Stock grant (or Director’s compensation) any Federal, Puerto Rico, state or local taxes required by law to be withheld with respect to such Restricted Stock grant. By acceptance of this Agreement, Director agrees to such deductions.

11. G OVERNING L AW . All questions arising with respect to this Agreement and the provisions of the Plan shall be determined by application of the laws of the Commonwealth of Puerto Rico except to the extent such governing law is preempted by Federal law. The obligation of the Corporation to grant and deliver Restricted Stock under this Agreement is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Restricted Stock.

12 . S EVERABILITY . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Agreement, but such provision shall be fully severable and the Agreement shall be construed and enforced as if the illegal or invalid provision had never been included in the Agreement.

13 . S UCCESSORS . This Agreement shall be binding upon the Director, his legal representatives, heirs, legatees, distributees, and shall be binding upon the Corporation and its successors and assigns.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of June 22, 2018.


POPULAR, INC.

By:		/s/ Javier D. Ferrer
Name:		Javier D. Ferrer
Title:		Executive Vice President, Chief Legal Officer and Secretary

DIRECTOR:

/s/ Myrna M. Soto

Name: Myrna M. Soto


				PO Box 362708
				San Juan, Puerto Rico 00936-2708
				Telephone 787-765-9800

DIRECTOR COMPENSATION ELECTION FORM

I have received the letter informing me of my compensation as a member of the Board of Directors of Popular, Inc. and some of its subsidiaries. I am in agreement with the terms set forth therein.

In connection therewith, I hereby make the following election with respect to my future compensation as a member of the Board of Directors of Popular, Inc. and some of its subsidiaries:

ANNUAL RETAINER FEE


CASH	RESTRICTED STOCK
		X

I understand that an election to receive restricted stock will not change the nature of the compensation income to be received. Amounts received in cash will be taxed as ordinary income when received. Compensation income received in the form of restricted stock will be taxed as ordinary income on the date the restrictions lapse and I am free to sale, transfer or otherwise dispose of the shares based on the fair market value of the shares on the date the restrictions lapse.

/s/ Myrna M. Soto

Name: Myrna M. Soto

Date: 6/22/18

Exhibit 12.1

POPULAR, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in thousands)


	Six months ended				Years ended December 31,
	June 30,		June 30,
	2018		2017		2017		2016		2015		2014			2013
Income (loss) from continuing operations before income taxes and cumulative effect of accounting changes (1)	$	359,398	$	250,762	$	319,954	$	280,009	$	388,604	($	156,892	)	$	279,796
Fixed charges :
Interest expense and capitalized interest		126,649		108,055		223,789		212,327		193,840		688,280			315,685
Estimated interest component of net rental payments		4,438		4,919		9,514		10,009		11,391		11,665			9,874
Total fixed charges including interest on deposits		131,087		112,974		233,303		222,336		205,231		699,945			325,559
Less: Interest on deposits		83,916		67,849		141,864		127,577		107,533		105,087			137,364
Total fixed charges excluding interest on deposits		47,171		45,125		91,439		94,759		97,698		594,858			188,195
Income before income taxes and fixed charges (including interest on deposits)	$	490,485	$	363,736	$	553,257	$	502,345	$	593,835	$	543,053		$	605,355
Income before income taxes and fixed charges (excluding interest on deposits)	$	406,569	$	295,887	$	411,393	$	374,768	$	486,302	$	437,966		$	467,991
Ratio of earnings to fixed charges
Including interest on deposits		3.7		3.2		2.4		2.3		2.9		(A	)		1.9
Excluding interest on deposits		8.6		6.6		4.5		4.0		5.0		(A	)		2.5
Ratio of earnings to fixed charges and preferred stock dividends
Including interest on
deposits		3.7		3.2		2.4		2.2		2.8		(A	)		1.8
Excluding interest on deposits		8.3		6.4		4.4		3.8		4.8		(A	)		2.4

(1)	The computation of earnings to fixed charges and preferred stock dividends excludes the results of discontinued operations.

(A)	During 2014, earnings were not sufficient to cover fixed charges or preferred stock dividends and the ratios were less than 1:1. The Corporation would have had to generate additional earnings of approximately $161 million to achieve ratios of 1:1 in the corresponding period of 2014.

LOGO

EXHIBIT 31.1

CERTIFICATION

I, Ignacio Alvarez, certify that:

1. I have reviewed this report on Form 10-Q of Popular, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 7, 2018


By:		/s/ Ignacio Alvarez
		Ignacio Alvarez
		Chief Executive Officer

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EXHIBIT 31.2

CERTIFICATION

I, Carlos J. Vázquez, certify that:

1. I have reviewed this report on Form 10-Q of Popular, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 7, 2018


By:		/s/ Carlos J. Vázquez
		Carlos J. Vázquez
		Chief Financial Officer

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of Popular, Inc. (the “Company”), hereby certifies that the Company’s Report on Form 10-Q for the quarter ended June 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2018



By:		/s/ Ignacio Alvarez
Name: Ignacio Alvarez
Title: Chief Executive Officer

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

LOGO

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.