POPULAR, INC. - Quarter Report: 2019 June (Form 10-Q)

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

	Form 10-Q

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

	For the quarterly period ended June 30, 2019
	Or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	Commission File Number: 001-34084

POPULAR, INC.
(Exact name of registrant as specified in its charter)

Puerto Rico			66-0667416
(State or other jurisdiction of Incorporation or			(IRS Employer Identification Number)
organization)

Popular Center Building
209 Muñoz Rivera Avenue
Hato Rey, Puerto Rico			00918
(Address of principal executive offices)			(Zip code)

(787) 765-9800
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)


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

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)		BPOP	The NASDAQ Stock Market
6.70% Cumulative Monthly Income Trust Preferred Securities		BPOPN	The NASDAQ Stock Market
6.125% Cumulative Monthly Income Trust Preferred Securities		BPOPM	The NASDAQ Stock Market


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

	[X] Yes	[ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

	[X] Yes	[ ] No

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

Large accelerated filer [X]		Accelerated filer [ ]	Non-accelerated filer [ ]

Smaller reporting company [ ]		Emerging growth company [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

	[ ] Yes	[X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $0.01 par value, 96,647,087 shares outstanding as of August 6, 2019.

POPULAR INC
INDEX

Part I – Financial Information	Page

Item 1. Financial Statements

Unaudited Consolidated Statements of Financial Condition at June 30, 2019 and
December 31, 2018	6

Unaudited Consolidated Statements of Operations for the quarters
and six months ended June 30, 2019 and 2018	7

Unaudited Consolidated Statements of Comprehensive Income for the
quarters and six months ended June 30, 2019 and 2018	8

Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the
quarters and six months ended June 30, 2019 and 2018	9


Unaudited Consolidated Statements of Cash Flows for the six months
ended June 30, 2019 and 2018	11

Notes to Unaudited Consolidated Financial Statements	13

Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations	120

Item 3. Quantitative and Qualitative Disclosures about Market Risk	166

Item 4. Controls and Procedures	166

Part II – Other Information

Item 1. Legal Proceedings	166

Item 1A. Risk Factors	167

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	167

Item 3. Defaults Upon Senior Securities	167
Item 4. Mine Safety Disclosures	167
Item 5. Other Information	168
Item 6. Exhibits	168
Signatures	169

Forward-Looking Information

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

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

the rate of growth or decline in the economy and employment levels, as well as general business and economic conditions in the geographic areas we serve and, in particular, in the Commonwealth of Puerto Rico (the “Commonwealth” or “Puerto Rico”), where a significant portion of our business is concentrated;

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

the impact of the pending debt restructuring proceedings under Title III of the Puerto Rico Oversight, Management and Economic Stability Act (“PROMESA”) and of other actions taken or to be taken to address Puerto Rico’s fiscal challenges on the value of our portfolio of Puerto Rico government securities and loans to governmental entities and of our commercial, mortgage and consumer loan portfolios where private borrowers could be directly affected by governmental action;

the 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;

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

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

hurricanes and other weather-related events, as well as man-made disasters, which could cause a disruption in our operations or other adverse consequences for our business;

the ability to successfully integrate the auto finance business acquired from Wells Fargo & Company, as well as unexpected costs, including as a result of any unrecorded liabilities or issues not identified during the due diligence investigation of the business or, that may not be subject to indemnification or reimbursement under the acquisition agreement, 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;

possible legislative, tax or regulatory changes; and

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

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

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

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

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 and regulatory proceedings, as discussed in “Part II, Item 1. Legal Proceedings,” is inherently uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, 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 to reflect occurrences or unanticipated events or circumstances after the date of such statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)

			June 30,		December 31,
(In thousands, except share information)			2019		2018
Assets:
Cash and due from banks			$	391,703	$	394,035
Money market investments:
		Time deposits with other banks		3,172,116		4,171,048
		Total money market investments		3,172,116		4,171,048
Trading account debt securities, at fair value:
		Pledged securities with creditors’ right to repledge		605		598
		Other trading account debt securities		35,018		37,189
Debt securities available-for-sale, at fair value:
		Pledged securities with creditors’ right to repledge		245,276		280,502
		Other debt securities available-for-sale		16,489,446		13,019,682
Debt securities held-to-maturity, at amortized cost (fair value 2019 - $105,834; 2018 - $102,653)				99,599		101,575
Equity securities (realizable value 2019 -$173,771); (2018 - $159,821)				168,154		155,584
Loans held-for-sale, at lower of cost or fair value				54,028		51,422
Loans held-in-portfolio				27,171,467		26,663,713
		Less – Unearned income		165,722		155,824
		Allowance for loan losses		543,666		569,348
		Total loans held-in-portfolio, net		26,462,079		25,938,541
Premises and equipment, net				554,614		569,808
Other real estate				118,851		136,705
Accrued income receivable				170,886		166,022
Mortgage servicing assets, at fair value				153,021		169,777
Other assets				1,806,825		1,714,134
Goodwill				671,122		671,122
Other intangible assets				23,878		26,833
Total assets			$	50,617,221	$	47,604,577
Liabilities and Stockholders’ Equity
Liabilities:
	Deposits:
		Non-interest bearing	$	8,955,304	$	9,149,036
		Interest bearing		33,104,533		30,561,003
		Total deposits		42,059,837		39,710,039
Assets sold under agreements to repurchase				233,091		281,529
Other short-term borrowings				160,000		42
Notes payable				1,211,579		1,256,102
Other liabilities				1,232,880		921,808
		Total liabilities		44,897,387		42,169,520
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;104,357,428 shares issued (2018 - 104,320,303) and 96,703,351 shares outstanding (2018 - 99,942,845)				1,044		1,043
Surplus				4,316,225		4,365,606
Retained earnings				1,935,826		1,651,731
Treasury stock - at cost, 7,654,077 shares (2018 - 4,377,458)				(392,208)		(205,509)
Accumulated other comprehensive loss, net of tax				(191,213)		(427,974)
		Total stockholders’ equity		5,719,834		5,435,057
Total liabilities and stockholders’ equity			$	50,617,221	$	47,604,577
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)			2019		2018		2019		2018
Interest income:
	Loans		$	454,204	$	386,277	$	901,917	$	759,861
	Money market investments			22,534		36,392		51,754		58,677
	Investment securities			94,241		58,181		175,277		115,390
		Total interest income		570,979		480,850		1,128,948		933,928
Interest expense:
	Deposits			78,449		45,228		149,275		83,916
	Short-term borrowings			1,656		1,752		3,256		3,765
	Long-term debt			14,558		19,734		29,138		39,064
		Total interest expense		94,663		66,714		181,669		126,745
Net interest income				476,316		414,136		947,279		807,183
Provision for loan losses - non-covered loans				40,191		60,054		82,016		129,387
Provision for loan losses - covered loans				-		-		-		1,730
Net interest income after provision for loan losses				436,125		354,082		865,263		676,066
Service charges on deposit accounts				39,617		37,102		78,308		73,557
Other service fees				74,031		62,876		138,338		123,478
Mortgage banking activities (Refer to Note 11)				(1,773)		10,071		8,153		22,139
Net gain (loss), including impairment on equity securities				528		234		1,961		(412)
Net profit (loss) on trading account debt securities				422		21		682		(177)
Adjustments (expense) to indemnity reserves on loans sold				1,840		(527)		1,747		(3,453)
FDIC loss-share income (Refer to Note 29)				-		102,752		-		94,725
Other operating income				23,661		22,280		45,567		38,449
		Total non-interest income		138,326		234,809		274,756		348,306
Operating expenses:
Personnel costs				141,499		124,332		284,616		250,184
Net occupancy expenses				23,299		22,425		46,836		45,227
Equipment expenses				21,323		17,775		41,028		34,981
Other taxes				12,577		10,876		24,239		21,778
Professional fees				95,248		93,903		182,714		176,888
Communications				5,955		5,382		11,804		11,288
Business promotion				19,119		16,778		33,793		28,787
FDIC deposit insurance				5,278		7,004		10,084		13,924
Other real estate owned (OREO) expenses				1,237		6,947		3,914		13,078
Other operating expenses				35,109		29,922		66,724		58,886
Amortization of intangibles				2,371		2,324		4,683		4,649
		Total operating expenses		363,015		337,668		710,435		659,670
Income before income tax				211,436		251,223		429,584		364,702
Income tax expense (benefit)				40,330		(28,560)		90,553		(6,405)
Net Income			$	171,106	$	279,783	$	339,031	$	371,107
Net Income Applicable to Common Stock			$	170,175	$	278,852	$	337,169	$	369,245
Net Income per Common Share – Basic			$	1.77	$	2.74	$	3.46	$	3.63
Net Income per Common Share – Diluted			$	1.76	$	2.73	$	3.45	$	3.62
The accompanying notes are an integral part of these Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

		Quarters ended,				Six months ended,
		June 30,				June 30,
(In thousands)		2019		2018		2019		2018
Net income		$	171,106	$	279,783	$	339,031	$	371,107
Reclassification to retained earnings due to cumulative effect of accounting change			-		-		(50)		(605)
Other comprehensive income (loss) before tax:
Foreign currency translation adjustment			(1,204)		(3,456)		(2,442)		(3,363)
Amortization of net losses of pension and postretirement benefit plans			5,876		5,385		11,752		10,771
Amortization of prior service credit of pension and postretirement benefit plans			-		(868)		-		(1,735)
Unrealized holding gains (losses) on debt securities arising during the period			143,441		(36,223)		253,304		(157,412)
Unrealized net (losses) gains on cash flow hedges			(1,138)		(270)		(1,820)		955
	Reclassification adjustment for net losses (gains) included in net income		891		250		1,921		(1,017)
Other comprehensive income (loss) before tax			147,866		(35,182)		262,665		(152,406)
Income tax (expense) benefit			(15,100)		1,228		(25,904)		6,266
Total other comprehensive income (loss), net of tax			132,766		(33,954)		236,761		(146,140)
Comprehensive income, net of tax		$	303,872	$	245,829	$	575,792	$	224,967

Tax effect allocated to each component of other comprehensive income (loss):
		Quarters ended				Six months ended,
		June 30,				June 30,
(In thousands)		2019		2018		2019		2018
Amortization of net losses of pension and postretirement benefit plans		$	(2,204)	$	(2,099)	$	(4,407)	$	(4,200)
Amortization of prior service credit of pension and postretirement benefit plans			-		339		-		677
Unrealized holding gains (losses) on debt securities arising during the period			(12,989)		2,980		(21,449)		9,765
Unrealized net (losses) gains on cash flow hedges			427		105		672		(373)
	Reclassification adjustment for net losses (gains) included in net income		(334)		(97)		(720)		397
Income tax (expense) benefit		$	(15,100)	$	1,228	$	(25,904)	$	6,266
The accompanying notes are an integral part of the Consolidated Financial Statements.

POPULAR, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)


												Accumulated
												other
		Common		Preferred				Retained		Treasury		comprehensive
(In thousands)		stock		stock		Surplus		earnings		stock		loss		Total
Balance at March 31, 2018		$	1,043	$	50,160	$	4,300,936	$	1,261,775	$	(86,167)	$	(462,838)	$	5,064,909
Net income									279,783						279,783
Issuance of stock							862								862
Dividends declared:
	Common stock^[1]								(25,569)						(25,569)
	Preferred stock								(931)						(931)
Common stock purchases											(1,016)				(1,016)
Common stock reissuance							56				559				615
Stock based compensation							1,092				3,870				4,962
Other comprehensive loss, net of tax													(33,954)		(33,954)
Balance at June 30, 2018		$	1,043	$	50,160	$	4,302,946	$	1,515,058	$	(82,754)	$	(496,792)	$	5,289,661
Balance at March 31, 2019		$	1,043	$	50,160	$	4,313,040	$	1,794,644	$	(394,848)	$	(323,979)	$	5,440,060
Net income									171,106						171,106
Issuance of stock			1				930								931
Dividends declared:
	Common stock^[1]								(28,993)						(28,993)
	Preferred stock								(931)						(931)
Common stock purchases											(1,520)				(1,520)
Common stock reissuance							46				697				743
Stock based compensation							2,209				3,463				5,672
Other comprehensive income, net of tax													132,766		132,766
Balance at June 30, 2019		$	1,044	$	50,160	$	4,316,225	$	1,935,826	$	(392,208)	$	(191,213)	$	5,719,834
[1]	Dividends declared per common share during the quarter ended June 30, 2019 - $0.30 (2018 - $0.25).


												Accumulated
												other
		Common		Preferred				Retained		Treasury		comprehensive
(In thousands)		stock		stock		Surplus		earnings		stock		loss		Total
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^[1]								(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 loss, 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
Balance at December 31, 2018		$	1,043	$	50,160	$	4,365,606	$	1,651,731	$	(205,509)	$	(427,974)	$	5,435,057
Cumulative effect of accounting change									4,905						4,905
Net income									339,031						339,031
Issuance of stock			1				1,723								1,724
Dividends declared:
	Common stock^[1]								(57,979)						(57,979)
	Preferred stock								(1,862)						(1,862)
Common stock purchases^[2]							(52,670)				(201,969)				(254,639)
Common stock reissuance							224				2,702				2,926
Stock based compensation							1,342				12,568				13,910
Other comprehensive income, net of tax													236,761		236,761
Balance at June 30, 2019		$	1,044	$	50,160	$	4,316,225	$	1,935,826	$	(392,208)	$	(191,213)	$	5,719,834
[1]	Dividends declared per common share during the six months ended June 30, 2019 - $0.60 (2018 - $0.50).
[2]	On February 28, 2019, the Corporation entered into a $250 million accelerated share repurchase transaction with respect to its common stock, which was accounted for as a treasury stock transaction. Refer to Note 18 for additional information.


		June 30,		June 30,
Disclosure of changes in number of shares:		2019		2018
Preferred Stock:
	Balance at beginning and end of period		2,006,391		2,006,391
Common Stock – Issued:
	Balance at beginning of period		104,320,303		104,238,159
	Issuance of stock		37,125		47,535
	Balance at end of period		104,357,428		104,285,694
	Treasury stock		(7,654,077)		(1,989,254)
Common Stock – Outstanding			96,703,351		102,296,440


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)				2019		2018
Cash flows from operating activities:
Net income			$	339,031	$	371,107
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses			82,016		131,117
	Amortization of intangibles			4,683		4,649
	Depreciation and amortization of premises and equipment			28,724		25,575
	Net accretion of discounts and amortization of premiums and deferred fees			(82,053)		(15,246)
	Share-based compensation			10,408		5,445
	Impairment losses on long-lived assets			-		272
	Fair value adjustments on mortgage servicing rights			21,011		8,929
	FDIC loss share income			-		(94,725)
	Adjustments (expense) to indemnity reserves on loans sold			(1,747)		3,453
	Earnings from investments under the equity method, net of dividends or distributions			(7,257)		(5,400)
	Deferred income tax expense (benefit)			75,083		(141,066)
	(Gain) loss on:
		Disposition of premises and equipment and other productive assets		(4,141)		(680)
		Sale of loans, including valuation adjustments on loans held-for-sale and mortgage banking activities		(5,939)		(3,602)
		Sale of foreclosed assets, including write-downs		(9,826)		566
	Acquisitions of loans held-for-sale			(103,233)		(112,687)
	Proceeds from sale of loans held-for-sale			31,063		29,519
	Net originations on loans held-for-sale			(125,707)		(112,975)
	Net decrease (increase) in:
		Trading debt securities		215,569		218,904
		Equity securities		(5,911)		(1,124)
		Accrued income receivable		(4,864)		48,252
		Other assets		(3,563)		189,540
	Net increase (decrease) in:
		Interest payable		913		50
		Pension and other postretirement benefits obligation		10,399		2,363
		Other liabilities		(125,317)		(181,094)
Total adjustments				311		35
Net cash provided by operating activities				339,342		371,142
Cash flows from investing activities:
	Net decrease (increase) in money market investments			997,694		(3,371,774)
	Purchases of investment securities:
		Available-for-sale		(9,684,912)		(2,767,257)
		Equity		(12,706)		(11,176)
	Proceeds from calls, paydowns, maturities and redemptions of investment securities:
		Available-for-sale		6,789,265		2,291,230
		Held-to-maturity		2,980		3,030
	Proceeds from sale of investment securities:
		Equity		6,047		18,387
	Net (disbursements) repayments on loans			(324,067)		61,890
	Proceeds from sale of loans			29,943		-
	Acquisition of loan portfolios			(312,752)		(326,503)
	Payments to acquire other intangible			(793)		-
	Net payments (to) from FDIC under loss sharing agreements			-		(25,012)
	Return of capital from equity method investments			1,397		1,519
	Acquisition of premises and equipment			(37,926)		(31,690)
	Proceeds from insurance claims			-		720
	Proceeds from sale of:
		Premises and equipment and other productive assets		14,815		5,222
		Foreclosed assets		59,304		59,497
Net cash used in investing activities				(2,471,711)		(4,091,917)

Cash flows from financing activities:
	Net increase (decrease) in:
		Deposits		2,348,495		3,921,033
		Assets sold under agreements to repurchase		(48,439)		(84,010)
		Other short-term borrowings		159,959		(95,008)
	Payments of notes payable			(99,758)		(115,749)
	Principal payments of finance leases			(837)		-
	Proceeds from issuance of notes payable			75,000		140,000
	Proceeds from issuance of common stock			4,650		8,818
	Dividends paid			(55,631)		(52,617)
	Net payments for repurchase of common stock			(250,410)		(270)
	Payments related to tax withholding for share-based compensation			(4,229)		(2,162)
Net cash provided by financing activities				2,128,800		3,720,035
Net decrease in cash and due from banks, and restricted cash				(3,569)		(740)
Cash and due from banks, and restricted cash at beginning of period				403,251		412,629
Cash and due from banks, and restricted cash at the end of the period			$	399,682	$	411,889
The accompanying notes are an integral part of these Consolidated Financial Statements.

Notes to Consolidated Financial

Statements (Unaudited)

Note 1 -	Nature of operations	14
Note 2 -	Basis of presentation and summary of significant accounting policies	15
Note 3 -	New accounting pronouncements	16
Note 4 -	Business combination	19
Note 5 -	Restrictions on cash and due from banks and certain securities	20
Note 6 -	Debt securities available-for-sale	21
Note 7 -	Debt securities held-to-maturity	24
Note 8 -	Loans	26
Note 9 -	Allowance for loan losses	31
Note 10 -	FDIC loss share asset and true-up payment obligation	49
Note 11 -	Mortgage banking activities	50
Note 12 -	Transfers of financial assets and mortgage servicing assets	51
Note 13 -	Other real estate owned	54
Note 14 -	Other assets	55
Note 15 -	Goodwill and other intangible assets	56
Note 16 -	Deposits	58
Note 17 -	Borrowings	59
Note 18 -	Stockholders’ equity	61
Note 19 -	Other comprehensive loss	62
Note 20 -	Guarantees	64
Note 21 -	Commitments and contingencies	66
Note 22-	Non-consolidated variable interest entities	73
Note 23 -	Related party transactions	75
Note 24 -	Fair value measurement	78
Note 25 -	Fair value of financial instruments	84
Note 26 -	Net income per common share	87
Note 27 -	Revenue from contracts with customers	88
Note 28 -	Leases	90
Note 29 -	FDIC loss share expense	92
Note 30 -	Pension and postretirement benefits	93
Note 31 -	Stock-based compensation	94
Note 32 -	Income taxes	96
Note 33 -	Supplemental disclosure on the consolidated statements of cash flows	100
Note 34 -	Segment reporting	101
Note 35 -	Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities	106

Note 1 – Nature of operations

Popular, Inc. (the “Corporation” or “Popular”) is a diversified, publicly-owned financial holding company subject to the supervision and regulation of the Board of Governors of the Federal Reserve System. The Corporation has operations in Puerto Rico, the mainland United States 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.

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, 2018 was derived from audited financial statements. The unaudited interim financial statements are, in the opinion of management, a fair statement of the results for the periods reported and include all necessary adjustments, all of a normal recurring nature, for a fair statement of such results.

Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted from the unaudited financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, these financial statements should be read in conjunction with the audited Consolidated Financial Statements of the Corporation for the year ended December 31, 2018, included in the Corporation’s 2018 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 Updates (“ASUs”), Leases (Topic 842)

The FASB has issued a series of ASUs which, among other things, supersede ASC Topic 840 and set out the principles for the recognition, measurement, presentation and disclosure of leases for both lessors and lessees. The new guidance 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 asset”) 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 previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases.

In addition, the new leases standard requires lessors, among other things, to present lessor costs paid by the lessee to the lessor on a gross basis.

The Corporation adopted the new leases standard during the first quarter of 2019 using the modified retrospective approach. The Corporation elected the practical expedients to not reassess at the date of adoption whether any existing contracts were or contained leases, their lease classification, and initial direct costs. The Corporation also elected the optional transition method that allows application of the transition provisions of the new leases standard at the adoption date, instead of at the earliest comparative period presented. Therefore, comparative periods will continue to be presented in accordance with ASC Topic 840. The Corporation also elected the optional practical expedients that permit the use of hindsight in evaluating lessee options to extend or terminate a lease, and to not apply ASC Topic 842 to all classes of short-term leases. On the other hand, the Corporation did not elect the practical expedient on not separating lease components from nonlease components.

As of January 1, 2019, the Corporation recognized ROU assets of $139 million, net of deferred rent liability of $15 million and lease liabilities of $154 million on its operating leases. In addition, the Corporation recorded a positive cumulative effect adjustment of $4.8 million to retained earnings as a result of the reclassification of previously deferred gains on sale and operating lease back transactions.

In addition, the Corporation early adopted ASU 2019-01 which, among other things, reinstates the specific fair value guidance in ASC Topic 840 for lessors that are not manufacturers or dealers to continue to measure the fair value of an underlying asset at its cost and clarifies that lessors that are depository or lending institutions in the scope of ASC Topic 942 are required to present the principal portion of lessee payments received from sales-type or direct financing leases as cash flows from investing activities. The Corporation was not impacted by the adoption of ASU 2019-01.

FASB Accounting Standards Update (“ASU”) 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

The FASB issued ASU 2018-16 in October 2018 which permits use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to other permissible U.S. benchmark rates.

The Corporation adopted ASU 2018-16 during the first quarter of 2019. As such, the Corporation will consider this guidance for qualifying new hedging relationships entered into on or after the effective date.

FASB Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income

The FASB issued ASU 2018-02 in February 2018, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. These stranded tax effects result from recognizing in income the impact of changes in tax rates even when the related tax effects were recognized in accumulated other comprehensive income. The amendments also require certain disclosures about stranded tax effects.

The Corporation adopted ASU 2018-02 during the first quarter of 2019. As of December 31, 2018, the Corporation maintained a full valuation allowance on the deferred tax assets, which were recognized in accumulated other comprehensive income related to its U.S. operations. As such, the Corporation was not impacted by the adoption of this accounting pronouncement during the first quarter of 2019.

FASB Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities

The FASB issued ASU 2017-12 in August 2017, which makes more financial and nonfinancial hedging strategies eligible for hedge accounting and changes how companies assess effectiveness by, among other things, eliminating the requirement for entities to recognize hedge ineffectiveness each reporting period for cash flow hedges and requiring presentation of the changes in fair value of cash flow hedges in the same income statement line item(s) as the earnings effect of the hedged items when the hedged item affects earnings.

The Corporation adopted ASU 2017-12 during the first quarter of 2019. The cumulative effect adjustment recorded to retained earnings to reverse the hedge ineffectiveness as of December 31, 2018 was not significant. There were no changes in presentation since the earnings effect of the hedges and the hedged items are already presented in the same income statement line item. In addition, the Corporation elected to continue to perform subsequent assessments of hedge effectiveness quantitatively.

Additionally, adoption of the following standards effective during the first quarter of 2019 did not have a significant impact on the Corporation’s Consolidated Financial Statements:

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

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

FASB Accounting Standards Update (“ASU”) 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): Part I: Accounting for Certain Financial Instruments with Down Round Features; Part II: Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception

FASB Accounting Standards Update (“ASU”) 2017-08, Receivables– Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities

Recently Issued Accounting Standards Updates

FASB Accounting Standards Update (“ASUs”) 2019-07, Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates

The FASB issued ASU 2019-07 in July 2019, which updates the SEC portion of its codification literature with already effective SEC final rules that simplified disclosures and modernized the reporting and disclosure of information by registered investment companies.

FASB Accounting Standards Updates (“ASUs”), Financial Instruments – Credit Losses (Topic 326)

The FASB issued ASU 2016-13 in June 2016, which replaces the incurred loss model with a current expected credit loss (“CECL”) model. The CECL model applies to financial assets subject to credit losses and measured at amortized cost and certain off-balance sheet exposures. Under current U.S. GAAP, an entity reflects credit losses on financial assets measured on an amortized cost basis only when losses are probable and have been incurred, generally considering only past events and current conditions in making these determinations. ASU 2016-13 prospectively replaces this approach with a forward-looking methodology that reflects the expected credit losses over the lives of financial assets, starting when such assets are first acquired. Under the revised

methodology, credit losses will be measured based on past events, current conditions and reasonable and supportable forecasts that affect the collectability of financial assets. ASU 2016-13 also revises the approach to recognizing credit losses for available-for-sale securities by replacing the direct write-down approach with the allowance approach and limiting the allowance to the amount at which the security’s fair value is less than the amortized cost. In addition, ASU 2016-13 provides that the initial allowance for credit losses on purchased credit impaired financial assets will be recorded as an increase to the purchase price, with subsequent changes to the allowance recorded as a credit loss expense.

ASU 2016-13 also expands disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for credit losses.

The FASB issued ASU 2019-05 in May 2019, which provides entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for financial instruments within the scope of Topic 326, except for held-to-maturity debt securities, upon adoption of Topic 326.

The FASB issued ASU 2019-04 in April 2019, which clarifies areas of guidance related to the recently issued standards on credit losses (Topic 326), derivatives and hedging (Topic 815), and recognition and measurement of financial instruments (Topic 825). Amendments to Topic 326 are mainly in the areas of accrued interest receivable, transfers of loans and debt securities between classifications, inclusion of expected recoveries in the allowance for credit losses and permitting a prepay-adjusted effective interest rate except for TDRs. Amendments to Topic 815 and Topic 825 are mainly in the areas of fair value hedges and equity securities accounted for under the measurement alternative, respectively.

The FASB issued ASU 2018-19 in November 2018 which, among other things, clarifies that receivables arising from operating leases are not within the scope of ASC Topic 326.

The amendments of these updates are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as of January 1, 2019.

The Corporation has continued its evaluation and implementation efforts with respect to CECL. Model development related to CECL has been substantially completed and is currently undergoing third-party validation procedures. Other implementation efforts are underway, including fulfillment of additional data needs for new disclosures and reporting requirements, related software implementation and the drafting of accounting policies.

The ultimate impact of the adoption of CECL will depend on the composition of the Corporation’s portfolios as well as the economic conditions and forecast at the time of adoption. While day one estimates are still in process, based on preliminary analysis and the information currently available, the Corporation expects that its allowance for loan and lease losses would increase driven by the Puerto Rico mortgage and auto loans portfolio. This increase would be reflected as a decrease to the opening balance of retained earnings, net of income taxes, at adoption on January 1, 2020. The Corporation will avail itself of the option to phase in over a period of three years the day one effects on regulatory capital from the adoption of CECL and expects to continue to be well capitalized under the Basel III regulatory framework after the adoption of this standard.

The day one preliminary estimate is subject to further work and analysis by the Corporation as part of its implementation efforts, including the consideration of qualitative factors, which may impact reserves, review of significant assumptions and the finalization of the model validation process.

For other recently issued Accounting Standards Updates not yet effective, refer to Note 3 to the Consolidated Financial Statements included in the 2018 Form 10-K.

Note 4 – Business combination

On August 1, 2018, Popular, Inc., through its subsidiary Popular Auto, LLC (“Popular Auto”), acquired and assumed from Reliable Financial Services, Inc. and Reliable Finance Holding Co. (“Reliable”), subsidiaries of Wells Fargo & Company, certain assets and liabilities related to their auto finance business in Puerto Rico (the “Reliable Transaction” or “Transaction”). Popular Auto acquired approximately $1.6 billion in retail auto loans and $341 million in primarily auto-related commercial loans. Reliable has continued operating as a Division of Popular Auto in parallel with Popular Auto’s existing operations to provide continuity of service to Reliable customers while allowing Popular to assess best practices before completing the integration of the two operations. The Corporation expects to complete the integration of these operations during the third quarter of 2019 and continue to operate this business under the name of Popular Auto.

Wells Fargo retained approximately $398 million in retail auto loans as part of the Transaction and subsequently sold the same to a third party. Popular Auto has entered into a separate servicing agreement with respect to such loans.

Popular entered into the Transaction as part of its growth strategy to increase its market share in the auto finance business in Puerto Rico.

The following table presents the fair values of the consideration and major classes of identifiable assets acquired and liabilities assumed by the Corporation as of August 1, 2018, net of cumulative measurement period adjustments as of period end.

		Book value prior to
		purchase accounting			Fair value			Measurement		As recorded by
(In thousands)		adjustments			adjustments			period adjustments		Popular, Inc.
Cash consideration		$	1,843,256	$	-		$	-		$	1,843,256
Assets:
Loans		$	1,912,866	$	(126,908)	^[1]	$	16,505	^[1]	$	1,802,463
Premises and equipment			1,246		-			-			1,246
Accrued income receivable			1,466		-			-			1,466
Other assets			5,020		-			(91)			4,929
Trademark			-		488			-			488
Total assets		$	1,920,598	$	(126,420)		$	16,414		$	1,810,592
Liabilities:
Other liabilities		$	11,164	$	-		$	-		$	11,164
Total liabilities		$	11,164	$	-		$	-		$	11,164
Net assets acquired		$	1,909,434	$	(126,420)		$	16,414		$	1,799,428
Goodwill on acquisition										$	43,828
[1]	The fair value discount is comprised of $106 million related to the retail auto loans portfolio and $ 4 million related to the commercial loans portfolio.

During the fourth quarter of 2018, measurement period adjustments amounting to $16.5 million, were made to the estimated fair values of the loans acquired as part of the Transaction to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The increase in the fair value of retail auto loans and commercial loans by $12.2 million and $4.3 million, respectively, was mainly attributed to decreases in credit loss expectations. The related cumulative adjustment to the amortization of the fair value discounts for the retail and commercial portfolios offset each other, resulting in an immaterial impact to the Corporation’s results.

Contractual cash flows for retail auto loans and commercial loans amounted to $1.8 billion and $348 million, respectively, from which $105 million and $3 million, respectively, are not expected to be collected.

For a description of the methods used to determine the fair values of significant assets acquired on the Reliable Transaction, refer to Note 4 of the Consolidated Statements included in the 2018 Form 10-K.

Note 5 - 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 $ 1.6 billion at June 30, 2019 (December 31, 2018 - $ 1.6 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, 2019, the Corporation held $ 51 million in restricted assets in the form of funds deposited in money market accounts, debt securities available for sale and equity securities (December 31, 2018 - $ 62 million). The restricted assets held in debt securities available for sale and equity securities consist primarily of assets held for the Corporation’s non-qualified retirement plans and fund deposits guaranteeing possible liens or encumbrances over the title of insured properties.

Note 6 – Debt securities available-for-sale

The following tables present the amortized cost, gross unrealized gains and losses, approximate fair value, weighted average yield and contractual maturities of debt securities available-for-sale at June 30, 2019 and December 31, 2018.

		At June 30, 2019
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
U.S. Treasury securities
	Within 1 year	$	6,143,915	$	3,097	$	2,697	$	6,144,315	2.08	%
	After 1 to 5 years		4,265,188		76,531		1,669		4,340,050	2.34
	After 5 to 10 years		7,064		235		-		7,299	2.41
Total U.S. Treasury securities			10,416,167		79,863		4,366		10,491,664	2.19
Obligations of U.S. Government sponsored entities
	Within 1 year		186,092		1		527		185,566	1.45
	After 1 to 5 years		60,752		2		373		60,381	1.54
Total obligations of U.S. Government sponsored entities			246,844		3		900		245,947	1.47
Obligations of Puerto Rico, States and political subdivisions
	Within 1 year		6,975		-		97		6,878	-
Total obligations of Puerto Rico, States and political subdivisions			6,975		-		97		6,878	-
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		902		1		2		901	2.01
	After 5 to 10 years		98,268		22		1,851		96,439	1.66
	After 10 years		577,850		4,278		8,300		573,828	2.10
Total collateralized mortgage obligations - federal agencies			677,020		4,301		10,153		671,168	2.04
Mortgage-backed securities
	Within 1 year		69		1		-		70	2.37
	After 1 to 5 years		42,319		841		1		43,159	3.32
	After 5 to 10 years		301,619		1,755		2,148		301,226	2.04
	After 10 years		4,969,253		46,278		41,325		4,974,206	2.61
Total mortgage-backed securities			5,313,260		48,875		43,474		5,318,661	2.59
Other
	After 5 to 10 years		396		8		-		404	3.62
Total other			396		8		-		404	3.62
Total debt securities available-for-sale^[1]		$	16,660,662	$	133,050	$	58,990	$	16,734,722	2.30	%
[1]	Includes $11.5 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 $10.3 billion serve as collateral for public funds.

		At December 31, 2018
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
U.S. Treasury securities
	Within 1 year	$	3,565,571	$	108	$	5,319	$	3,560,360	2.10	%
	After 1 to 5 years		4,483,741		13,647		35,213		4,462,175	2.25
	After 5 to 10 years		245,891		3,770		-		249,661	2.84
Total U.S. Treasury securities			8,295,203		17,525		40,532		8,272,196	2.21
Obligations of U.S. Government sponsored entities
	Within 1 year		212,951		-		1,406		211,545	1.44
	After 1 to 5 years		123,857		1		2,094		121,764	1.51
Total obligations of U.S. Government sponsored entities			336,808		1		3,500		333,309	1.47
Obligations of Puerto Rico, States and political subdivisions
	After 1 to 5 years		6,926		-		184		6,742	0.70
Total obligations of Puerto Rico, States and political subdivisions			6,926		-		184		6,742	0.70
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		749		-		7		742	1.92
	After 5 to 10 years		115,744		1		4,715		111,030	1.71
	After 10 years		638,995		1,584		23,680		616,899	2.10
Total collateralized mortgage obligations - federal agencies			755,488		1,585		28,402		728,671	2.04
Mortgage-backed securities
	Within 1 year		431		4		-		435	4.30
	After 1 to 5 years		6,762		43		1		6,804	2.74
	After 5 to 10 years		365,727		1,090		8,499		358,318	2.19
	After 10 years		3,710,731		10,679		128,189		3,593,221	2.45
Total mortgage-backed securities			4,083,651		11,816		136,689		3,958,778	2.43
Other
	After 5 to 10 years		486		2		-		488	3.62
Total other			486		2		-		488	3.62
Total debt securities available-for-sale^[1]		$	13,478,562	$	30,929	$	209,307	$	13,300,184	2.25	%
[1]	Includes $8.9 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 $7.9 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, 2019 and 2018.

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, 2019 and December 31, 2018.

	At June 30, 2019
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses
U.S. Treasury securities	$	746,094	$	102	$	1,094,470	$	4,264	$	1,840,564	$	4,366
Obligations of U.S. Government sponsored entities		-		-		230,782		900		230,782		900
Obligations of Puerto Rico, States and political subdivisions		-		-		6,878		97		6,878		97
Collateralized mortgage obligations - federal agencies		-		-		455,372		10,153		455,372		10,153
Mortgage-backed securities		2,472		21		2,840,618		43,453		2,843,090		43,474
Total debt securities available-for-sale in an unrealized loss position	$	748,566	$	123	$	4,628,120	$	58,867	$	5,376,686	$	58,990

	At December 31, 2018
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses
U.S. Treasury securities	$	3,189,007	$	4,188	$	2,607,276	$	36,343	$	5,796,283	$	40,531
Obligations of U.S. Government sponsored entities		14,847		46		318,271		3,454		333,118		3,500
Obligations of Puerto Rico, States and political subdivisions		-		-		6,742		184		6,742		184
Collateralized mortgage obligations - federal agencies		66,652		489		587,869		27,913		654,521		28,402
Mortgage-backed securities		125,872		2,280		3,478,635		134,410		3,604,507		136,690
Total debt securities available-for-sale in an unrealized loss position	$	3,396,378	$	7,003	$	6,998,793	$	202,304	$	10,395,171	$	209,307

As of June 30, 2019, the portfolio of available-for-sale debt securities reflects gross unrealized losses of approximately $59 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, 2019, 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, 2019, 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, 2019				December 31, 2018

(In thousands)	Amortized cost		Fair value		Amortized cost		Fair value
FNMA	$	3,502,643	$	3,494,538	$	2,999,110	$	2,901,904
Freddie Mac		1,770,076		1,774,321		1,095,855		1,058,013

Note 7 –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, 2019 and December 31, 2018.

		At June 30, 2019
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
Obligations of Puerto Rico, States and political subdivisions
	Within 1 year	$	3,670	$	-	$	1	$	3,669	6.01	%
	After 1 to 5 years		17,255		-		19		17,236	6.10
	After 5 to 10 years		20,585		-		1,360		19,225	3.19
	After 10 years		45,978		7,613		-		53,591	1.74
Total obligations of Puerto Rico, States and political subdivisions			87,488		7,613		1,380		93,721	3.12
Collateralized mortgage obligations - federal agencies
	After 1 to 5 years		50		2		-		52	6.44
Total collateralized mortgage obligations - federal agencies			50		2		-		52	6.44
Securities in wholly owned statutory business trusts
	After 10 years		11,561		-		-		11,561	6.51
Total securities in wholly owned statutory business trusts			11,561		-		-		11,561	6.51
Other
	After 1 to 5 years		500		-		-		500	2.97
Total other			500		-		-		500	2.97
Total debt securities held-to-maturity		$	99,599	$	7,615	$	1,380	$	105,834	3.51	%

		At December 31, 2018
				Gross		Gross				Weighted
		Amortized		unrealized		unrealized		Fair		average
(In thousands)		cost		gains		losses		value		yield
Obligations of Puerto Rico, States and political subdivisions
	Within 1 year	$	3,510	$	-	$	36	$	3,474	5.99	%
	After 1 to 5 years		16,505		-		1,081		15,424	6.07
	After 5 to 10 years		23,885		-		1,704		22,181	3.61
	After 10 years		45,559		3,943		47		49,455	1.79
Total obligations of Puerto Rico, States and political subdivisions			89,459		3,943		2,868		90,534	3.23
Collateralized mortgage obligations - federal agencies
	After 5 to 10 years		55		3		-		58	5.45
Total collateralized mortgage obligations - federal agencies			55		3		-		58	5.45
Securities in wholly owned statutory business trusts
	After 10 years		11,561		-		-		11,561	6.51
Total securities in wholly owned statutory business trusts			11,561		-		-		11,561	6.51
Other
	After 1 to 5 years		500		-		-		500	2.97
Total other			500		-		-		500	2.97
Total debt securities held-to-maturity		$	101,575	$	3,946	$	2,868	$	102,653	3.60	%

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, 2019 and December 31, 2018.

	At June 30, 2019
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses
Obligations of Puerto Rico, States and political subdivisions	$	3,873	$	7	$	11,247	$	1,373	$	15,120	$	1,380
Total debt securities held-to-maturity in an unrealized loss position	$	3,873	$	7	$	11,247	$	1,373	$	15,120	$	1,380

	At December 31, 2018
	Less than 12 months				12 months or more				Total
			Gross				Gross				Gross
	Fair		unrealized		Fair		unrealized		Fair		unrealized
(In thousands)	value		losses		value		losses		value		losses

Obligations of Puerto Rico, States and political subdivisions	$	27,471	$	1,165	$	13,307	$	1,703	$	40,778	$	2,868
Total debt securities held-to-maturity in an unrealized loss position	$	27,471	$	1,165	$	13,307	$	1,703	$	40,778	$	2,868

As indicated in Note 6 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, 2019 are primarily associated with securities issued by municipalities of Puerto Rico and are generally not rated by a credit rating agency. This includes $42 million of general and special obligation bonds issued by three municipalities of Puerto Rico, which are payable primarily from 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, which is required by law to levy property taxes in an amount sufficient for the payment of debt service on such general obligation bonds.

The portfolio also includes $45 million in securities for which the underlying source of payment is second mortgage loans in Puerto Rico residential properties, not the central government, but in which a government instrumentality provides a guarantee in the event of default and subsequent foreclosure of the underlying property. 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, 2019. A deterioration of the Puerto Rico economy or of the fiscal health of the Government of Puerto Rico and/or its instrumentalities (including if any of the issuing municipalities become subject to a debt restructuring proceeding under PROMESA) could further affect the value of these securities, resulting in losses to the Corporation. 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 debt 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 8 – 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 2018 Form 10-K.

As previously disclosed in Note 4, as a result of the Reliable Transaction completed on August 1, 2018, Popular Auto, LLC, acquired approximately $1.6 billion in retail auto loans and $341 million in primarily auto-related commercial loans. These loans are included in the information presented in this note.

During the quarter and six months ended June 30, 2019, the Corporation recorded purchases (including repurchases) of mortgage loans amounting to $104 million and $185 million, respectively; consumer loans of $89 million and $158 million, respectively and commercial loans (including loan participations) of $29 million and $43 million, respectively. 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; consumer loans of $53 million and $105 million, respectively.

The Corporation performed whole-loan sales involving approximately $15 million and $28 million of residential mortgage loans during the quarter and six months ended June 30, 2019, respectively (June 30, 2018 - $16 million and $26 million, respectively). Also, the Corporation securitized approximately $ 88 million and $ 159 million of mortgage loans into Government National Mortgage Association (“GNMA”) mortgage-backed securities during the quarter and six months ended June 30, 2019, respectively (June 30, 2018 - $ 97 million and $ 210 million, respectively). Furthermore, the Corporation securitized approximately $ 31 million and $ 52 million of mortgage loans into Federal National Mortgage Association (“FNMA”) mortgage-backed securities during the quarter and six months ended June 30, 2019, respectively (June 30, 2018 - $ 20 million and $ 46 million, respectively). During the quarter and six months ended June 30, 2019, the Corporation performed sales of commercial and construction loans, including loan participations amounting to $25 million and $33 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 are accruing interest but are past due 90 days or more at June 30, 2019 and December 31, 2018.

June 30, 2019
Puerto Rico

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP		loans		loans^[1]
Commercial multi-family		$	333	$	1,362	$	679	$	2,374	$	147,588	$	149,962	$	636	$	-
Commercial real estate:
	Non-owner occupied		33,253		89		88,539		121,881		2,114,022		2,235,903		36,748		-
	Owner occupied		12,888		5,515		89,503		107,906		1,552,633		1,660,539		74,038		-
Commercial and industrial			3,308		402		37,963		41,673		3,251,772		3,293,445		37,717		246
Construction			-		-		1,788		1,788		107,170		108,958		1,788		-
Mortgage			304,366		140,585		912,089		1,357,040		4,945,918		6,302,958		309,046		477,442
Leasing			8,116		2,809		2,830		13,755		977,791		991,546		2,830		-
Consumer:
	Credit cards		9,277		5,758		16,272		31,307		1,001,920		1,033,227		-		16,272
	Home equity lines of credit		13		-		58		71		4,990		5,061		-		58
	Personal		13,615		7,426		17,927		38,968		1,282,519		1,321,487		17,364		17
	Auto		69,020		14,056		28,095		111,171		2,685,232		2,796,403		28,085		10
	Other		332		115		14,716		15,163		127,009		142,172		14,273		443
Total		$	454,521	$	178,117	$	1,210,459	$	1,843,097	$	18,198,564	$	20,041,661	$	522,525	$	494,488
[1]	Loans HIP of $ 193 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, 2019
Popular U.S.

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP		loans		loans^[1]
Commercial multi-family		$	-	$	1,477	$	3,058	$	4,535	$	1,471,893	$	1,476,428	$	3,058	$	-
Commercial real estate:
	Non-owner occupied		21,659		687		304		22,650		1,895,263		1,917,913		304		-
	Owner occupied		2,871		-		1,805		4,676		305,240		309,916		1,805		-
Commercial and industrial			1,455		6,735		55,796		63,986		1,108,511		1,172,497		1,042		-
Construction			22,200		-		12,060		34,260		682,201		716,461		12,060		-
Mortgage			1,369		3,652		9,350		14,371		881,630		896,001		9,350		-
Legacy			18		17		2,469		2,504		21,389		23,893		2,469		-
Consumer:
	Credit cards		-		-		5		5		140		145		5		-
	Home equity lines of credit		1,954		59		10,165		12,178		115,569		127,747		10,165		-
	Personal		1,843		1,628		1,575		5,046		317,582		322,628		1,575		-
	Other		-		6		-		6		449		455		-		-
Total		$	53,369	$	14,261	$	96,587	$	164,217	$	6,799,867	$	6,964,084	$	41,833	$	-
[1]	Loans HIP of $ 55 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, 2019
Popular, Inc.

			Past due											Past due 90 days or more
		30-59		60-89		90 days		Total						Non-accrual			Accruing
(In thousands)		days		days		or more		past due		Current		Loans HIP^{[3] [4]}		loans		loans^[5]
Commercial multi-family		$	333	$	2,839	$	3,737	$	6,909	$	1,619,481	$	1,626,390	$	3,694	$	-
Commercial real estate:
	Non-owner occupied		54,912		776		88,843		144,531		4,009,285		4,153,816		37,052		-
	Owner occupied		15,759		5,515		91,308		112,582		1,857,873		1,970,455		75,843		-
Commercial and industrial			4,763		7,137		93,759		105,659		4,360,283		4,465,942		38,759		246
Construction			22,200		-		13,848		36,048		789,371		825,419		13,848		-
Mortgage^[1]			305,735		144,237		921,439		1,371,411		5,827,548		7,198,959		318,396		477,442
Leasing			8,116		2,809		2,830		13,755		977,791		991,546		2,830		-
Legacy^[2]			18		17		2,469		2,504		21,389		23,893		2,469		-
Consumer:
	Credit cards		9,277		5,758		16,277		31,312		1,002,060		1,033,372		5		16,272
	Home equity lines of credit		1,967		59		10,223		12,249		120,559		132,808		10,165		58
	Personal		15,458		9,054		19,502		44,014		1,600,101		1,644,115		18,939		17
	Auto		69,020		14,056		28,095		111,171		2,685,232		2,796,403		28,085		10
	Other		332		121		14,716		15,169		127,458		142,627		14,273		443
Total		$	507,890	$	192,378	$	1,307,046	$	2,007,314	$	24,998,431	$	27,005,745	$	564,358	$	494,488

[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 $ 166 million in unearned income and exclude $ 54 million in loans held-for-sale.
[4]	Includes $6.5 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.5 billion were pledged at the Federal Home Loan Bank ("FHLB") as collateral for borrowings and $2.0 billion at the Federal Reserve Bank ("FRB") for discount window borrowings.
[5]	Loans HIP of $248.0 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, 2018
Puerto Rico

			Past due											Past due 90 days or more
			30-59		60-89		90 days	Total						Non-accrual			Accruing
(In thousands)			days		days		or more	past due		Current		Loans HIP		loans		loans^[1]
Commercial multi-family		$	1,441	$	112	$	598	$	2,151	$	143,477	$	145,628	$	546	$	-
Commercial real estate:
	Non-owner occupied		92,075		839		45,691		138,605		2,183,996		2,322,601		39,257		-
	Owner occupied		6,681		10,839		99,235		116,755		1,605,498		1,722,253		88,069		-
Commercial and industrial			4,137		641		55,321		60,099		3,122,062		3,182,161		55,078		243
Construction			-		-		1,788		1,788		84,167		85,955		1,788		-
Mortgage			275,367		128,104		1,043,607		1,447,078		4,986,245		6,433,323		323,565		595,525
Leasing			7,663		1,827		3,313		12,803		921,970		934,773		3,313		-
Consumer:
	Credit cards		9,504		7,391		16,035		32,930		1,014,343		1,047,273		-		16,035
	Home equity lines of credit		-		97		165		262		5,089		5,351		11		154
	Personal		13,069		7,907		18,515		39,491		1,211,134		1,250,625		17,887		35
	Auto		52,204		9,862		24,177		86,243		2,522,542		2,608,785		24,050		127
	Other		566		288		14,958		15,812		128,932		144,744		14,534		424
Total		$	462,707	$	167,907	$	1,323,403	$	1,954,017	$	17,929,455	$	19,883,472	$	568,098	$	612,543
[1]	Non-covered loans HIP of $143 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, 2018
Popular U.S.

			Past due											Past due 90 days or more
			30-59		60-89		90 days		Total					Non-accrual			Accruing
(In thousands)			days		days		or more		past due		Current		Loans HIP	loans		loans^[1]
Commercial multi-family		$	3,163	$	-	$	-	$	3,163	$	1,398,377	$	1,401,540	$	-	$	-
Commercial real estate:
	Non-owner occupied		707		288		365		1,360		1,880,384		1,881,744		365		-
	Owner occupied		5,125		1,728		381		7,234		291,705		298,939		381		-
Commercial and industrial			2,354		995		73,726		77,075		1,011,078		1,088,153		330		-
Construction			-		-		12,060		12,060		681,434		693,494		12,060		-
Mortgage			13,615		3,197		11,033		27,845		774,090		801,935		11,033		-
Legacy			195		445		2,627		3,267		22,682		25,949		2,627		-
Consumer:
	Credit cards		2		-		-		2		36		38		-		-
	Home equity lines of credit		886		464		13,579		14,929		128,123		143,052		13,579		-
	Personal		2,319		1,723		2,610		6,652		282,697		289,349		2,610		-
	Other		-		-		4		4		220		224		4		-
Total		$	28,366	$	8,840	$	116,385	$	153,591	$	6,470,826	$	6,624,417	$	42,989	$	-
[1]	Non-covered loans HIP of $ 73 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, 2018
Popular, Inc.

			Past due											Past due 90 days or more
			30-59		60-89		90 days		Total					Non-accrual			Accruing
(In thousands)			days		days		or more		past due	Current		Loans HIP^{[3] [4]}		loans		loans^[5]
Commercial multi-family		$	4,604	$	112	$	598	$	5,314	$	1,541,854	$	1,547,168	$	546	$	-
Commercial real estate:
	Non-owner occupied		92,782		1,127		46,056		139,965		4,064,380		4,204,345		39,622		-
	Owner occupied		11,806		12,567		99,616		123,989		1,897,203		2,021,192		88,450		-
Commercial and industrial			6,491		1,636		129,047		137,174		4,133,140		4,270,314		55,408		243
Construction			-		-		13,848		13,848		765,601		779,449		13,848		-
Mortgage^[1]			288,982		131,301		1,054,640		1,474,923		5,760,335		7,235,258		334,598		595,525
Leasing			7,663		1,827		3,313		12,803		921,970		934,773		3,313		-
Legacy^[2]			195		445		2,627		3,267		22,682		25,949		2,627		-
Consumer:
	Credit cards		9,506		7,391		16,035		32,932		1,014,379		1,047,311		-		16,035
	Home equity lines of credit		886		561		13,744		15,191		133,212		148,403		13,590		154
	Personal		15,388		9,630		21,125		46,143		1,493,831		1,539,974		20,497		35
	Auto		52,204		9,862		24,177		86,243		2,522,542		2,608,785		24,050		127
	Other		566		288		14,962		15,816		129,152		144,968		14,538		424
Total		$	491,073	$	176,747	$	1,439,788	$	2,107,608	$	24,400,281	$	26,507,889	$	611,087	$	612,543

[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 $ 156 million in unearned income and exclude $ 51 million in loans held-for-sale.
[4]	Includes $6.9 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.8 billion were pledged at the FHLB as collateral for borrowings and $2.1 billion at the FRB for discount window borrowings.
[5]	Non-covered loans HIP of $216 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, 2019, mortgage loans held-in-portfolio include $1.4 billion of loans insured by the Federal Housing Administration (“FHA”), or guaranteed by the U.S. Department of Veterans Affairs (“VA”) of which $479 million are 90 days or more past due, including $96 million of loans rebooked under the GNMA buyback option, discussed below (December 31, 2018 - $1.4 billion, $598 million and $134 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 $262 million of residential mortgage loans in Puerto Rico that are no longer accruing interest as of June 30, 2019 (December 31, 2018 - $283 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, 2019 (December 31, 2018 - $69 million).

Loans with a delinquency status of 90 days past due as of June 30, 2019 include $96 million in loans previously pooled into GNMA securities (December 31, 2018 - $134 million). Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements of BPPR with an offsetting liability.

Loans 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 $2.1 billion at June 30, 2019 (December 31, 2018 - $2.2 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”).

The following table provides the carrying amount of acquired loans accounted for under ASC 310-30 by portfolio at June 30, 2019 and December 31, 2018.

Carrying amount
(In thousands)		June 30, 2019		December 31, 2018
Commercial real estate	$	757,710	$	801,774
Commercial and industrial		135,833		84,465
Mortgage		882,761		982,821
Consumer		12,933		14,496
Carrying amount		1,789,237		1,883,556
Allowance for loan losses		(120,818)		(122,135)
Carrying amount, net of allowance	$	1,668,419	$	1,761,421

At June 30, 2019, 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, 2019 and 2018, 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, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Beginning balance		$	1,831,257	$	2,085,191	$	1,883,556	$	2,108,993
Additions			10,528		-		15,748		5,272
Accretion			38,177		40,806		75,581		82,866
Collections / loan sales / charge-offs			(90,725)		(92,540)		(185,648)		(163,674)
Ending balance^[1]		$	1,789,237	$	2,033,457	$	1,789,237	$	2,033,457
Allowance for loan losses			(120,818)		(156,328)		(120,818)		(156,328)
Ending balance, net of ALLL		$	1,668,419	$	1,877,129	$	1,668,419	$	1,877,129
[1]	At June 30, 2019, includes $1.3 billion of loans considered non-credit impaired at the acquisition date (June 30, 2018 - $1.5 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, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Beginning balance		$	1,068,167	$	1,204,726	$	1,092,504	$	1,214,488
Additions			8,976		-		11,866		3,437
Accretion			(38,177)		(40,806)		(75,581)		(82,866)
Change in expected cash flows			3,441		14,122		13,618		42,983
Ending balance^[1]		$	1,042,407	$	1,178,042	$	1,042,407	$	1,178,042
[1]	At June 30, 2019, includes $ 0.7 billion of loans considered non-credit impaired at the acquisition date (June 30, 2018 - $ 0.9 billion).

Note 9 – 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 ALLL.

The Corporation’s assessment of the ALLL 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 ALLL 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 of the general ALLL 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, 2019, 56% (June 30, 2018 - 78%) of the ALLL for the 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 commercial, mortgage and credit cards portfolios for 2019 and in the mortgage, leasing and overall consumer portfolios for 2018.

For the period ended June 30, 2019, 5% (June 30, 2018 - 6 %) of the 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 legacy and construction portfolios for 2019 and in the consumer portfolios for 2018.

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 ALLL. The Corporation’s methodology also includes qualitative judgmental reserves based on stressed credit quality assumptions to provide for probable losses in the loan portfolios not embedded in the historical loss rates.

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, 2019 and 2018.

For the quarter ended June 30, 2019
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses:
Beginning balance		$	188,931	$	822	$	137,856	$	9,109	$	147,665	$	484,383
	Provision (reversal of provision)		1,480		2,120		(1,213)		(572)		27,160		28,975
	Charge-offs		(5,395)		(30)		(9,996)		(2,331)		(37,920)		(55,672)
	Recoveries		5,211		84		1,283		701		11,226		18,505
Ending balance		$	190,227	$	2,996	$	127,930	$	6,907	$	148,131	$	476,191
Specific ALLL		$	31,698	$	90	$	41,158	$	234	$	22,592	$	95,772
General ALLL		$	158,529	$	2,906	$	86,772	$	6,673	$	125,539	$	380,419
Loans held-in-portfolio:
Impaired loans		$	386,310	$	1,788	$	521,257	$	865	$	98,901	$	1,009,121
Loans held-in-portfolio excluding impaired loans			6,953,539		107,170		5,781,701		990,681		5,199,449		19,032,540
Total loans held-in-portfolio		$	7,339,849	$	108,958	$	6,302,958	$	991,546	$	5,298,350	$	20,041,661

For the quarter ended June 30, 2019
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage		Legacy		Consumer		Total
Allowance for credit losses:
Beginning balance		$	35,558	$	6,674	$	4,442	$	829	$	18,742	$	66,245
	Provision (reversal of provision)		5,535		213		374		(332)		5,426		11,216
	Charge-offs		(6,344)		-		(343)		(20)		(5,609)		(12,316)
	Recoveries		553		-		113		297		1,367		2,330
Ending balance		$	35,302	$	6,887	$	4,586	$	774	$	19,926	$	67,475
Specific ALLL		$	-	$	-	$	2,392	$	-	$	1,863	$	4,255
General ALLL		$	35,302	$	6,887	$	2,194	$	774	$	18,063	$	63,220
Loans held-in-portfolio:
Impaired loans		$	3,961	$	12,060	$	9,393	$	-	$	9,950	$	35,364
Loans held-in-portfolio excluding impaired loans			4,872,793		704,401		886,608		23,893		441,025		6,928,720
Total loans held-in-portfolio		$	4,876,754	$	716,461	$	896,001	$	23,893	$	450,975	$	6,964,084

For the quarter ended June 30, 2019
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Legacy		Leasing		Consumer		Total
Allowance for credit losses:
Beginning balance		$	224,489	$	7,496	$	142,298	$	829	$	9,109	$	166,407	$	550,628
	Provision (reversal of provision)		7,015		2,333		(839)		(332)		(572)		32,586		40,191
	Charge-offs		(11,739)		(30)		(10,339)		(20)		(2,331)		(43,529)		(67,988)
	Recoveries		5,764		84		1,396		297		701		12,593		20,835
Ending balance		$	225,529	$	9,883	$	132,516	$	774	$	6,907	$	168,057	$	543,666
Specific ALLL		$	31,698	$	90	$	43,550	$	-	$	234	$	24,455	$	100,027
General ALLL		$	193,831	$	9,793	$	88,966	$	774	$	6,673	$	143,602	$	443,639
Loans held-in-portfolio:
Impaired loans		$	390,271	$	13,848	$	530,650	$	-	$	865	$	108,851	$	1,044,485
Loans held-in-portfolio excluding impaired loans			11,826,332		811,571		6,668,309		23,893		990,681		5,640,474		25,961,260
Total loans held-in-portfolio		$	12,216,603	$	825,419	$	7,198,959	$	23,893	$	991,546	$	5,749,325	$	27,005,745

For the six months ended June 30, 2019
Puerto Rico


(In thousands)		Commercial		Construction		Mortgage		Leasing		Consumer		Total
Allowance for credit losses:
Beginning balance		$	207,214	$	886	$	142,978	$	11,486	$	144,594	$	507,158
	Provision (reversal of provision)		(209)		2,039		4,848		(1,463)		55,214		60,429
	Charge-offs		(24,856)		(52)		(23,170)		(4,427)		(73,789)		(126,294)
	Recoveries		8,078		123		3,274		1,311		22,112		34,898
Ending balance		$	190,227	$	2,996	$	127,930	$	6,907	$	148,131	$	476,191
Specific ALLL		$	31,698	$	90	$	41,158	$	234	$	22,592	$	95,772
General ALLL		$	158,529	$	2,906	$	86,772	$	6,673	$	125,539	$	380,419
Loans held-in-portfolio:
Impaired loans		$	386,310	$	1,788	$	521,257	$	865	$	98,901	$	1,009,121
Loans held-in-portfolio excluding impaired loans			6,953,539		107,170		5,781,701		990,681		5,199,449		19,032,540
Total loans held-in-portfolio		$	7,339,849	$	108,958	$	6,302,958	$	991,546	$	5,298,350	$	20,041,661

For the six months ended June 30, 2019
Popular U.S.


(In thousands)		Commercial		Construction		Mortgage		Legacy		Consumer		Total
Allowance for credit losses:
Beginning balance		$	31,901	$	6,538	$	4,434	$	969	$	18,348	$	62,190
	Provision (reversal of provision)		12,026		341		611		(1,187)		9,796		21,587
	Charge-offs		(9,825)		-		(594)		144		(11,260)		(21,535)
	Recoveries		1,200		8		135		848		3,042		5,233
Ending balance		$	35,302	$	6,887	$	4,586	$	774	$	19,926	$	67,475
Specific ALLL		$	-	$	-	$	2,392	$	-	$	1,863	$	4,255
General ALLL		$	35,302	$	6,887	$	2,194	$	774	$	18,063	$	63,220
Loans held-in-portfolio:
Impaired loans		$	3,961	$	12,060	$	9,393	$	-	$	9,950	$	35,364
Loans held-in-portfolio excluding impaired loans			4,872,793		704,401		886,608		23,893		441,025		6,928,720
Total loans held-in-portfolio		$	4,876,754	$	716,461	$	896,001	$	23,893	$	450,975	$	6,964,084

For the six months ended June 30, 2019
Popular, Inc.


(In thousands)		Commercial		Construction		Mortgage		Legacy		Leasing		Consumer		Total
Allowance for credit losses:
Beginning balance		$	239,115	$	7,424	$	147,412	$	969	$	11,486	$	162,942	$	569,348
	Provision (reversal of provision)		11,817		2,380		5,459		(1,187)		(1,463)		65,010		82,016
	Charge-offs		(34,681)		(52)		(23,764)		144		(4,427)		(85,049)		(147,829)
	Recoveries		9,278		131		3,409		848		1,311		25,154		40,131
Ending balance		$	225,529	$	9,883	$	132,516	$	774	$	6,907	$	168,057	$	543,666
Specific ALLL		$	31,698	$	90	$	43,550	$	-	$	234	$	24,455	$	100,027
General ALLL		$	193,831	$	9,793	$	88,966	$	774	$	6,673	$	143,602	$	443,639
Loans held-in-portfolio:
Impaired loans		$	390,271	$	13,848	$	530,650	$	-	$	865	$	108,851	$	1,044,485
Loans held-in-portfolio excluding impaired loans			11,826,332		811,571		6,668,309		23,893		990,681		5,640,474		25,961,260
Total loans held-in-portfolio		$	12,216,603	$	825,419	$	7,198,959	$	23,893	$	991,546	$	5,749,325	$	27,005,745

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		-		-		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

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		-		-		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

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

The following table provides the activity in the allowance for loan losses related to loans accounted for pursuant to ASC Subtopic 310-30.

	ASC 310-30
	For the quarters ended				For the six months ended
(In thousands)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Balance at beginning of period	$	124,147	$	146,120	$	122,135	$	119,505
Provision		4,884		23,129		12,610		60,464
Net charge-offs		(8,213)		(12,921)		(13,927)		(23,641)
Balance at end of period	$	120,818	$	156,328	$	120,818	$	156,328

Impaired loans

The following tables present loans individually evaluated for impairment at June 30, 2019 and December 31, 2018.

June 30, 2019
Puerto Rico
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal			Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance			allowance
Commercial multi-family	$	1,032	$	1,055	$	5	$	-	$	-	$	1,032	$	1,055	$	5
Commercial real estate non-owner occupied		82,188		86,534		22,487		95,053		108,100		177,241		194,634		22,487
Commercial real estate owner occupied		110,682		129,882		5,932		26,795		58,970		137,477		188,852		5,932
Commercial and industrial		43,034		47,655		3,274		27,526		46,950		70,560		94,605		3,274
Construction		1,788		1,788		90		-		-		1,788		1,788		90
Mortgage		418,352		472,550		41,158		102,905		138,655		521,257		611,205		41,158
Leasing		865		865		234		-		-		865		865		234
Consumer:
Credit cards		26,643		26,643		3,512		-		-		26,643		26,643		3,512
Personal		70,058		70,058		18,706		-		-		70,058		70,058		18,706
Auto		1,150		1,150		232		-		-		1,150		1,150		232
Other		1,050		1,050		142		-		-		1,050		1,050		142
Total Puerto Rico	$	756,842	$	839,230	$	95,772	$	252,279	$	352,675	$	1,009,121	$	1,191,905	$	95,772

June 30, 2019
Popular U.S.
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal		Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance		allowance
Commercial multi-family	$	-	$	-	$	-	$	2,521	$	2,539	$	2,521	$	2,539	$	-
Commercial real estate owner occupied		-		-		-		1,440		1,713		1,440		1,713		-
Construction		-		-		-		12,060		18,127		12,060		18,127		-
Mortgage		6,894		7,245		2,392		2,499		2,864		9,393		10,109		2,392
Consumer:
HELOCs		8,132		8,133		1,859		1,705		1,787		9,837		9,920		1,859
Personal		28		28		4		85		85		113		113		4
Total Popular U.S.	$	15,054	$	15,406	$	4,255	$	20,310	$	27,115	$	35,364	$	42,521	$	4,255

June 30, 2019
Popular, Inc.
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal		Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance		allowance
Commercial multi-family	$	1,032	$	1,055	$	5	$	2,521	$	2,539	$	3,553	$	3,594	$	5
Commercial real estate non-owner occupied		82,188		86,534		22,487		95,053		108,100		177,241		194,634		22,487
Commercial real estate owner occupied		110,682		129,882		5,932		28,235		60,683		138,917		190,565		5,932
Commercial and industrial		43,034		47,655		3,274		27,526		46,950		70,560		94,605		3,274
Construction		1,788		1,788		90		12,060		18,127		13,848		19,915		90
Mortgage		425,246		479,795		43,550		105,404		141,519		530,650		621,314		43,550
Leasing		865		865		234		-		-		865		865		234
Consumer:
Credit Cards		26,643		26,643		3,512		-		-		26,643		26,643		3,512
HELOCs		8,132		8,133		1,859		1,705		1,787		9,837		9,920		1,859
Personal		70,086		70,086		18,710		85		85		70,171		70,171		18,710
Auto		1,150		1,150		232		-		-		1,150		1,150		232
Other		1,050		1,050		142		-		-		1,050		1,050		142
Total Popular, Inc.	$	771,896	$	854,636	$	100,027	$	272,589	$	379,790	$	1,044,485	$	1,234,426	$	100,027

December 31, 2018
Puerto Rico
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal			Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance			allowance
Commercial multi-family	$	932	$	932	$	4	$	-	$	-	$	932	$	932	$	4
Commercial real estate non-owner occupied		85,583		86,282		27,494		96,005		138,378		181,588		224,660		27,494
Commercial real estate owner occupied		113,592		132,677		7,857		26,474		60,485		140,066		193,162		7,857
Commercial and industrial		65,208		67,094		16,835		10,724		20,968		75,932		88,062		16,835
Construction		1,788		1,788		56		-		-		1,788		1,788		56
Mortgage		408,767		458,010		38,760		100,701		135,084		509,468		593,094		38,760
Leasing		1,099		1,099		320		-		-		1,099		1,099		320
Consumer:
Credit cards		28,829		28,829		4,571		-		-		28,829		28,829		4,571
Personal		72,989		72,989		19,098		-		-		72,989		72,989		19,098
Auto		1,161		1,161		228		-		-		1,161		1,161		228
Other		1,256		1,256		186		-		-		1,256		1,256		186
Total Puerto Rico	$	781,204	$	852,117	$	115,409	$	233,904	$	354,915	$	1,015,108	$	1,207,032	$	115,409

December 31, 2018
Popular U.S.
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal		Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance		allowance
Construction	$	-	$	-	$	-	$	12,060	$	18,127	$	12,060	$	18,127	$	-
Mortgage		7,237		8,899		2,451		2,183		3,127		9,420		12,026		2,451
Consumer:
HELOCs		6,236		6,285		1,558		1,498		1,572		7,734		7,857		1,558
Personal		631		631		252		142		143		773		774		252
Total Popular U.S.	$	14,104	$	15,815	$	4,261	$	15,883	$	22,969	$	29,987	$	38,784	$	4,261

December 31, 2018
Popular, Inc.
	Impaired Loans – With an						Impaired Loans
	Allowance						With No Allowance				Impaired Loans - Total
			Unpaid						Unpaid				Unpaid
	Recorded		principal		Related		Recorded		principal		Recorded		principal		Related
(In thousands)	investment		balance		allowance		investment		balance		investment		balance		allowance
Commercial multi-family	$	932	$	932	$	4	$	-	$	-	$	932	$	932	$	4
Commercial real estate non-owner occupied		85,583		86,282		27,494		96,005		138,378		181,588		224,660		27,494
Commercial real estate owner occupied		113,592		132,677		7,857		26,474		60,485		140,066		193,162		7,857
Commercial and industrial		65,208		67,094		16,835		10,724		20,968		75,932		88,062		16,835
Construction		1,788		1,788		56		12,060		18,127		13,848		19,915		56
Mortgage		416,004		466,909		41,211		102,884		138,211		518,888		605,120		41,211
Leasing		1,099		1,099		320		-		-		1,099		1,099		320
Consumer:
Credit Cards		28,829		28,829		4,571		-		-		28,829		28,829		4,571
HELOCs		6,236		6,285		1,558		1,498		1,572		7,734		7,857		1,558
Personal		73,620		73,620		19,350		142		143		73,762		73,763		19,350
Auto		1,161		1,161		228		-		-		1,161		1,161		228
Other		1,256		1,256		186		-		-		1,256		1,256		186
Total Popular, Inc.	$	795,308	$	867,932	$	119,670	$	249,787	$	377,884	$	1,045,095	$	1,245,816	$	119,670

The following tables present the average recorded investment and interest income recognized on impaired loans for the quarters and six months ended June 30, 2019 and 2018.

For the quarter ended June 30, 2019
	Puerto Rico				Popular U.S.				Popular, Inc.
	Average		Interest		Average		Interest		Average		Interest
	recorded		income		recorded		income		recorded		income
(In thousands)	investment		recognized		investment		recognized		investment		recognized
Commercial multi-family	$	978	$	12	$	1,261	$	-	$	2,239	$	12
Commercial real estate non-owner occupied		176,552		2,512		-		-		176,552		2,512
Commercial real estate owner occupied		138,552		1,671		1,566		-		140,118		1,671
Commercial and industrial		67,976		725		-		-		67,976		725
Construction		1,788		-		12,060		-		13,848		-
Mortgage		518,311		4,026		9,416		34		527,727		4,060
Leasing		942		-		-		-		942		-
Consumer:
Credit cards		27,261		-		-		-		27,261		-
HELOCs		-		-		9,013		-		9,013		-
Personal		70,833		69		456		-		71,289		69
Auto		1,157		-		-		-		1,157		-
Other		1,144		-		-		-		1,144		-
Total Popular, Inc.	$	1,005,494	$	9,015	$	33,772	$	34	$	1,039,266	$	9,049

For the quarter ended June 30, 2018
	Puerto Rico				Popular U.S.				Popular, Inc.
	Average		Interest		Average		Interest		Average		Interest
	recorded		income		recorded		income		recorded		income
(In thousands)	investment		recognized		investment		recognized		investment		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 six months ended June 30, 2019
	Puerto Rico				Popular U.S.				Popular, Inc.
	Average		Interest		Average		Interest		Average		Interest
	recorded		income		recorded		income		recorded		income
(In thousands)	investment		recognized		investment		recognized		investment		recognized
Commercial multi-family	$	963	$	24	$	840	$	-	$	1,803	$	24
Commercial real estate non-owner occupied		178,230		4,361		-		-		178,230		4,361
Commercial real estate owner occupied		139,056		3,173		1,044		-		140,100		3,173
Commercial and industrial		70,628		1,512		-		-		70,628		1,512
Construction		1,788		-		12,060		-		13,848		-
Mortgage		515,363		8,025		9,417		73		524,780		8,098
Leasing		994		-		-		-		994		-
Consumer:
Credit cards		27,784		-		-		-		27,784		-
HELOCs		-		-		8,586		-		8,586		-
Personal		71,551		144		562		-		72,113		144
Auto		1,158		-		-		-		1,158		-
Other		1,181		-		-		-		1,181		-
Total Popular, Inc.	$	1,008,696	$	17,239	$	32,509	$	73	$	1,041,205	$	17,312

For the six months ended June 30, 2018
	Puerto Rico				Popular U.S.				Popular, Inc.
	Average		Interest		Average		Interest		Average		Interest
	recorded		income		recorded		income		recorded		income
(In thousands)	investment		recognized		investment		recognized		investment		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

Modifications

A modification of a loan constitutes a troubled debt restructuring when a borrower is experiencing financial difficulty and the modification constitutes a concession. For a summary of the accounting policy related to troubled debt restructurings (“TDRs”), refer to the Summary of Significant Accounting Policies included in Note 2 to the 2018 Form 10-K.

TDRs amounted to $ 1.6 billion at June 30, 2019 (December 31, 2018 - $ 1.5 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, 2019 (December 31, 2018 - $16 million).

At June 30, 2019, the mortgage loan TDRs include $595 million guaranteed by U.S. sponsored entities at BPPR, compared to $543 million at December 31, 2018.

The following table presents the loans classified as TDRs according to their accruing status and the related allowance at June 30, 2019 and December 31, 2018.

	June 30, 2019								December 31, 2018
(In thousands)		Accruing		Non-Accruing		Total		Related Allowance		Accruing		Non-Accruing		Total		Related Allowance
Loans held-in-portfolio:
Commercial	$	230,424	$	112,170	$	342,594	$	27,651	$	229,758	$	130,921	$	360,679	$	46,889
Construction		-		1,788		1,788		90		-		1,788		1,788		56
Mortgage		970,084		136,572		1,106,656		42,666		906,712		135,758		1,042,470		41,211
Leases		532		315		847		234		668		440		1,108		320
Consumer		89,430		16,621		106,051		23,952		94,193		15,651		109,844		24,523
Loans held-in-portfolio	$	1,290,470	$	267,466	$	1,557,936	$	94,593	$	1,231,331	$	284,558	$	1,515,889	$	112,999

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, 2019 and 2018. Loans modified as TDRs for the U.S. operations are considered insignificant to the Corporation.

	Popular, Inc.
	For the quarter ended June 30, 2019				For the six months ended June 30, 2019
	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	-	2	-	-	-	3	-	-
Commercial real estate owner occupied	1	5	-	-	1	15	-	-
Commercial and industrial	-	18	-	-	-	34	-	-
Mortgage	25	28	130	2	31	55	287	2
Leasing	-	-	1	-	-	-	1	-
Consumer:
Credit cards	161	-	-	54	283	-	1	120
HELOCs	-	6	5	-	-	12	9	-
Personal	192	1	-	1	344	3	-	1
Auto	-	2	1	-	-	4	1	-
Other	9	-	-	-	15	-	-	-
Total	388	63	137	57	674	127	299	123

	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

The following tables present by class, quantitative information related to loans modified as TDRs during the quarters and six months ended June 30, 2019 and 2018.

For the quarter ended June 30, 2019
(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	$	154	$	116	$	(5)
Commercial real estate non-owner occupied	2		2,253		2,246		789
Commercial real estate owner occupied	6		1,393		1,178		38
Commercial and industrial	18		4,370		4,356		471
Mortgage	185		20,218		18,320		687
Leasing	1		27		28		7
Consumer:
Credit cards	215		1,772		1,938		186
HELOCs	11		1,389		1,389		265
Personal	194		3,143		3,142		830
Auto	3		38		43		8
Other	9		133		133		23
Total	645	$	34,890	$	32,889	$	3,299

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 six months ended June 30, 2019
(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	$	154	$	116	$	(5)
Commercial real estate non-owner occupied	3		2,567		2,557		807
Commercial real estate owner occupied	16		3,412		3,151		57
Commercial and industrial	34		8,313		8,835		785
Mortgage	375		40,950		36,911		1,358
Leasing	1		27		28		7
Consumer:
Credit cards	404		3,315		3,468		357
HELOCs	21		2,083		2,010		320
Personal	348		6,290		6,295		1,635
Auto	5		63		66		12
Other	15		146		146		25
Total	1,223	$	67,320	$	63,583	$	5,358

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

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

Popular, Inc.
	Defaulted during the quarter endedJune 30, 2019			Defaulted during the six months ended June 30, 2019
(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	$	47
Commercial real estate owner occupied	-		-	2		427
Commercial and industrial	2		6,998	3		7,048
Mortgage	11		602	19		1,347
Leasing	-		-	1		22
Consumer:
Credit cards	105		1,051	185		1,853
Personal	84		2,273	124		3,624
Other	1		2	1		2
Total	203	$	10,926	336	$	14,370

Popular, Inc.
	Defaulted during the quarter endedJune 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

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, 2019 and December 31, 2018. For the definitions of the obligor risk ratings, refer to the Credit Quality section of Note 9 to the Consolidated Financial Statements included in the Corporation’s Form 10K for the year ended December 31, 2018.

June 30, 2019
				Special										Pass/
(In thousands)		Watch		Mention		Substandard		Doubtful		Loss		Sub-total		Unrated		Total
Puerto Rico
Commercial multi-family		$	1,511	$	4,440	$	2,205	$	-	$	-	$	8,156	$	141,806	$	149,962
Commercial real estate non-owner occupied			469,046		174,073		326,755		12,419		-		982,293		1,253,610		2,235,903
Commercial real estate owner occupied			270,246		212,976		211,659		1,753		-		696,634		963,905		1,660,539
Commercial and industrial			739,067		105,380		143,894		181		4		988,526		2,304,919		3,293,445
	Total Commercial		1,479,870		496,869		684,513		14,353		4		2,675,609		4,664,240		7,339,849
Construction			20,468		-		1,788		-		-		22,256		86,702		108,958
Mortgage			2,147		1,382		144,544		-		-		148,073		6,154,885		6,302,958
Leasing			-		-		2,714		-		116		2,830		988,716		991,546
Consumer:
	Credit cards		-		-		16,272		-		-		16,272		1,016,955		1,033,227
	HELOCs		-		-		58		-		-		58		5,003		5,061
	Personal		87		-		17,397		-		-		17,484		1,304,003		1,321,487
	Auto		-		-		27,719		-		371		28,090		2,768,313		2,796,403
	Other		509		11		15,140		-		439		16,099		126,073		142,172
	Total Consumer		596		11		76,586		-		810		78,003		5,220,347		5,298,350
Total Puerto Rico		$	1,503,081	$	498,262	$	910,145	$	14,353	$	930	$	2,926,771	$	17,114,890	$	20,041,661
Popular U.S.
Commercial multi-family		$	63,631	$	13,830	$	5,414	$	-	$	-	$	82,875	$	1,393,553	$	1,476,428
Commercial real estate non-owner occupied			96,809		68,142		70,588		-		-		235,539		1,682,374		1,917,913
Commercial real estate owner occupied			36,067		41,532		11,024		-		-		88,623		221,293		309,916
Commercial and industrial			22,262		79		65,399		-		-		87,740		1,084,757		1,172,497
	Total Commercial		218,769		123,583		152,425		-		-		494,777		4,381,977		4,876,754
Construction			36,246		21,169		53,708		-		-		111,123		605,338		716,461
Mortgage			-		-		9,349		-		-		9,349		886,652		896,001
Legacy			489		213		2,038		-		-		2,740		21,153		23,893
Consumer:
	Credit cards		-		-		-		-		-		-		145		145
	HELOCs		-		-		2,183		-		7,983		10,166		117,581		127,747
	Personal		-		-		1,191		-		384		1,575		321,053		322,628
	Other		-		-		-		-		-		-		455		455
	Total Consumer		-		-		3,374		-		8,367		11,741		439,234		450,975
Total Popular U.S.		$	255,504	$	144,965	$	220,894	$	-	$	8,367	$	629,730	$	6,334,354	$	6,964,084
Popular, Inc.
Commercial multi-family		$	65,142	$	18,270	$	7,619	$	-	$	-	$	91,031	$	1,535,359	$	1,626,390
Commercial real estate non-owner occupied			565,855		242,215		397,343		12,419		-		1,217,832		2,935,984		4,153,816
Commercial real estate owner occupied			306,313		254,508		222,683		1,753		-		785,257		1,185,198		1,970,455
Commercial and industrial			761,329		105,459		209,293		181		4		1,076,266		3,389,676		4,465,942
	Total Commercial		1,698,639		620,452		836,938		14,353		4		3,170,386		9,046,217		12,216,603
Construction			56,714		21,169		55,496		-		-		133,379		692,040		825,419
Mortgage			2,147		1,382		153,893		-		-		157,422		7,041,537		7,198,959
Legacy			489		213		2,038		-		-		2,740		21,153		23,893
Leasing			-		-		2,714		-		116		2,830		988,716		991,546
Consumer:
	Credit cards		-		-		16,272		-		-		16,272		1,017,100		1,033,372
	HELOCs		-		-		2,241		-		7,983		10,224		122,584		132,808
	Personal		87		-		18,588		-		384		19,059		1,625,056		1,644,115
	Auto		-		-		27,719		-		371		28,090		2,768,313		2,796,403
	Other		509		11		15,140		-		439		16,099		126,528		142,627
	Total Consumer		596		11		79,960		-		9,177		89,744		5,659,581		5,749,325
Total Popular, Inc.		$	1,758,585	$	643,227	$	1,131,039	$	14,353	$	9,297	$	3,556,501	$	23,449,244	$	27,005,745

The following table presents the weighted average obligor risk rating at June 30, 2019 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				11.29		6.02
Commercial real estate non-owner occupied				11.12		6.87
Commercial real estate owner occupied				11.33		7.21
Commercial and industrial				11.25		7.06
	Total Commercial			11.21		7.02
Construction				12.00		7.62

Popular U.S. :			Substandard			Pass
Commercial multi-family				11.56		7.35
Commercial real estate non-owner occupied				11.00		6.91
Commercial real estate owner occupied				11.16		7.40
Commercial and industrial				11.01		6.68
	Total Commercial			11.04		7.02
Construction				11.22		7.78
Legacy				11.29		7.94

December 31, 2018
				Special										Pass/
(In thousands)		Watch		Mention		Substandard		Doubtful		Loss		Sub-total		Unrated		Total
Puerto Rico
Commercial multi-family		$	1,634	$	4,548	$	3,590	$	-	$	-	$	9,772	$	135,856	$	145,628
Commercial real estate non-owner occupied			470,506		233,173		342,962		-		-		1,046,641		1,275,960		2,322,601
Commercial real estate owner occupied			262,476		174,510		291,468		2,078		-		730,532		991,721		1,722,253
Commercial and industrial			655,092		130,641		156,515		177		73		942,498		2,239,663		3,182,161
	Total Commercial		1,389,708		542,872		794,535		2,255		73		2,729,443		4,643,200		7,372,643
Construction			147		634		1,788		-		-		2,569		83,386		85,955
Mortgage			3,057		2,182		154,506		-		-		159,745		6,273,578		6,433,323
Leasing			-		-		3,301		-		12		3,313		931,460		934,773
Consumer:
	Credit cards		-		-		16,035		-		-		16,035		1,031,238		1,047,273
	HELOCs		-		-		165		-		-		165		5,186		5,351
	Personal		849		19		18,827		-		-		19,695		1,230,930		1,250,625
	Auto		-		-		24,093		-		84		24,177		2,584,608		2,608,785
	Other		-		-		14,743		-		215		14,958		129,786		144,744
	Total Consumer		849		19		73,863		-		299		75,030		4,981,748		5,056,778
Total Puerto Rico		$	1,393,761	$	545,707	$	1,027,993	$	2,255	$	384	$	2,970,100	$	16,913,372	$	19,883,472
Popular U.S.
Commercial multi-family		$	85,901	$	7,123	$	6,979	$	-	$	-	$	100,003	$	1,301,537	$	1,401,540
Commercial real estate non-owner occupied			152,635		9,839		46,555		-		-		209,029		1,672,715		1,881,744
Commercial real estate owner occupied			49,415		23,963		2,394		-		-		75,772		223,167		298,939
Commercial and industrial			5,825		1,084		76,459		-		-		83,368		1,004,785		1,088,153
	Total Commercial		293,776		42,009		132,387		-		-		468,172		4,202,204		4,670,376
Construction			35,375		37,741		58,005		-		-		131,121		562,373		693,494
Mortgage			-		-		11,032		-		-		11,032		790,903		801,935
Legacy			534		224		2,409		-		-		3,167		22,782		25,949
Consumer:
	Credit cards		-		-		-		-		-		-		38		38
	HELOCs		-		-		2,615		-		10,964		13,579		129,473		143,052
	Personal		-		-		1,910		-		701		2,611		286,738		289,349
	Other		-		-		4		-		-		4		220		224
	Total Consumer		-		-		4,529		-		11,665		16,194		416,469		432,663
Total Popular U.S.		$	329,685	$	79,974	$	208,362	$	-	$	11,665	$	629,686	$	5,994,731	$	6,624,417
Popular, Inc.
Commercial multi-family		$	87,535	$	11,671	$	10,569	$	-	$	-	$	109,775	$	1,437,393	$	1,547,168
Commercial real estate non-owner occupied			623,141		243,012		389,517		-		-		1,255,670		2,948,675		4,204,345
Commercial real estate owner occupied			311,891		198,473		293,862		2,078		-		806,304		1,214,888		2,021,192
Commercial and industrial			660,917		131,725		232,974		177		73		1,025,866		3,244,448		4,270,314
	Total Commercial		1,683,484		584,881		926,922		2,255		73		3,197,615		8,845,404		12,043,019
Construction			35,522		38,375		59,793		-		-		133,690		645,759		779,449
Mortgage			3,057		2,182		165,538		-		-		170,777		7,064,481		7,235,258
Legacy			534		224		2,409		-		-		3,167		22,782		25,949
Leasing			-		-		3,301		-		12		3,313		931,460		934,773
Consumer:
	Credit cards		-		-		16,035		-		-		16,035		1,031,276		1,047,311
	HELOCs		-		-		2,780		-		10,964		13,744		134,659		148,403
	Personal		849		19		20,737		-		701		22,306		1,517,668		1,539,974
	Auto		-		-		24,093		-		84		24,177		2,584,608		2,608,785
	Other		-		-		14,747		-		215		14,962		130,006		144,968
	Total Consumer		849		19		78,392		-		11,964		91,224		5,398,217		5,489,441
Total Popular, Inc.		$	1,723,446	$	625,681	$	1,236,355	$	2,255	$	12,049	$	3,599,786	$	22,908,103	$	26,507,889

The following table presents the weighted average obligor risk rating at December 31, 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				11.20		6.02
Commercial real estate non-owner occupied				11.11		6.93
Commercial real estate owner occupied				11.29		7.25
Commercial and industrial				11.33		7.15
	Total Commercial			11.22		7.09
Construction				12.00		7.64

Popular U.S.:			Substandard			Pass
Commercial multi-family				11.00		7.39
Commercial real estate non-owner occupied				11.01		6.82
Commercial real estate owner occupied				11.16		7.55
Commercial and industrial				11.96		7.26
	Total Commercial			11.56		7.14
Construction				11.21		7.85
Legacy				11.17		7.94

Note 10 – 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 $44.5 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 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, BPPR 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 caption in the Consolidated Statements 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 quarter and six months ended June 30, 2018.

	Quarter ended		Six months ended
(In thousands)		June 30, 2018		June 30, 2018
Balance at beginning of period	$	45,659	$	46,316
FDIC loss-share Termination Agreement		(45,659)		(45,659)
Amortization		-		(934)
Credit impairment losses to be covered under loss-sharing agreements		-		104
Reimbursable expenses		-		537
Net payments from FDIC under loss-sharing agreements		-		(364)
Balance at end of period	$	-	$	-
Balance due to the FDIC for recoveries on covered assets		-		-
Balance at end of period	$	-	$	-

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 11 – 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)			2019		2018		2019		2018
Mortgage servicing fees, net of fair value adjustments:
	Mortgage servicing fees	$	11,916	$	12,425	$	23,603	$	24,881
	Mortgage servicing rights fair value adjustments		(17,186)		(4,622)		(21,011)		(8,929)
Total mortgage servicing fees, net of fair value adjustments			(5,270)		7,803		2,592		15,952
Net gain on sale of loans, including valuation on loans held-for-sale			5,215		2,460		9,232		3,517
Trading account (loss) profit:
	Unrealized (losses) gains on outstanding derivative positions		(227)		45		(227)		(176)
	Realized (losses) gains on closed derivative positions		(1,491)		(237)		(3,444)		2,846
Total trading account (loss) profit			(1,718)		(192)		(3,671)		2,670
Total mortgage banking activities		$	(1,773)	$	10,071	$	8,153	$	22,139

Note 12 – 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, 2019 and 2018 because they did not contain any credit recourse arrangements. During the quarter and six months ended June 30, 2019, the Corporation recorded a net gain of $4.8 million and $8.5 million, respectively (June 30, 2018 - $2.3 million and $3.3 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, 2019 and 2018:

		Proceeds Obtained During the Quarter Ended June 30, 2019
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	87,803	$	-	$	87,803
Mortgage-backed securities - FNMA		-		30,584		-		30,584
Total trading account debt securities	$	-	$	118,387	$	-	$	118,387
Mortgage servicing rights	$	-	$	-	$	2,154	$	2,154
Total	$	-	$	118,387	$	2,154	$	120,541

		Proceeds Obtained During the Six Months Ended June 30, 2019
(In thousands)	Level 1		Level 2		Level 3		Initial Fair Value
Assets
Trading account debt securities:
Mortgage-backed securities - GNMA	$	-	$	158,952	$	-	$	158,952
Mortgage-backed securities - FNMA		-		51,502		-		51,502
Total trading account debt securities	$	-	$	210,454	$	-	$	210,454
Mortgage servicing rights	$	-	$	-	$	3,812	$	3,812
Total	$	-	$	210,454	$	3,812	$	214,266

		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

During the six months ended June 30, 2019, the Corporation retained servicing rights on whole loan sales involving approximately $27 million in principal balance outstanding (June 30, 2018 - $24 million), with realized gains of approximately $0.8 million (June 30, 2018 - gains of $0.3 million). All loan sales performed during the six months ended June 30, 2019 and 2018 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, 2019 and 2018.

Residential MSRs
(In thousands)		June 30, 2019		June 30, 2018
Fair value at beginning of period		$	169,777	$	168,031
Additions			4,255		4,923
Changes due to payments on loans^[1]			(5,586)		(6,852)
Reduction due to loan repurchases			(1,007)		(2,077)
Changes in fair value due to changes in valuation model inputs or assumptions			(14,418)		-
Fair value at end of period		$	153,021	$	164,025
[1]	Represents changes due to collection / realization of expected cash flows over time.

Residential mortgage loans serviced for others were $15.3 billion at June 30, 2019 (December 31, 2018 -$15.7 billion).

Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows. The banking subsidiaries receive servicing fees based on a percentage of the outstanding loan balance. These servicing fees are credited to income when they are collected. At June 30, 2019, those weighted average mortgage servicing fees were 0.30% (June 30, 2018 - 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, 2019 and 2018 were as follows:

	Quarters ended				Six months ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Prepayment speed	7.5	%	4.4	%	6.9	%	4.4	%
Weighted average life (in years)	9.3		11.4		9.6		11.4
Discount rate (annual rate)	11.0	%	11.1	%	11.0	%	11.1	%

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
		June 30,			December 31,			June 30,			December 31,
(In thousands)		2019			2018			2019			2018
Fair value of servicing rights		$	61,210		$	69,400		$	91,811		$	100,377
Weighted average life (in years)			6.7			7.1			6.3			6.6
Weighted average prepayment speed (annual rate)			5.8	%		5.1	%		6.2	%		5.5	%
	Impact on fair value of 10% adverse change	$	(1,389)		$	(1,430)		$	(2,225)		$	(2,200)
	Impact on fair value of 20% adverse change	$	(2,733)		$	(2,817)		$	(4,367)		$	(4,328)
Weighted average discount rate (annual rate)			11.4	%		11.5	%		10.9	%		11.0	%
	Impact on fair value of 10% adverse change	$	(2,473)		$	(3,125)		$	(3,597)		$	(4,354)
	Impact on fair value of 20% adverse change	$	(4,773)		$	(6,019)		$	(6,943)		$	(8,394)

The sensitivity analyses presented in the table above for servicing rights are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10 and 20 percent variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the sensitivity tables included herein, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.

At June 30, 2019, the Corporation serviced $1.3 billion (December 31, 2018 - $1.3 billion) in residential mortgage loans with credit recourse to the Corporation. Refer to Note 20 for information on changes in the Corporation’s liability of estimated losses related to loans serviced with credit recourse.

Under the GNMA securitizations, the Corporation, as servicer, has the right to repurchase (but not the obligation), at its option and without GNMA’s prior authorization, any loan that is collateral for a GNMA guaranteed mortgage-backed security when certain delinquency criteria are met. At the time that individual loans meet GNMA’s specified delinquency criteria and are eligible for repurchase, the Corporation is deemed to have regained effective control over these loans if the Corporation was the pool issuer. At June 30, 2019, the Corporation had recorded $96 million in mortgage loans on its Consolidated Statements of Financial Condition related to this buy-back option program (December 31, 2018 - $134 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, 2019, the Corporation repurchased approximately $65 million (June 30, 2018 - $189 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, the risk associated with the loans is reduced due to their guaranteed nature. 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 13 – 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, 2019 and 2018.

		For the quarter ended June 30, 2019
		Non-covered		Non-covered
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	20,879	$	104,599	$	125,478
Write-downs in value		(408)		(1,541)		(1,949)
Additions		2,009		16,706		18,715
Sales		(3,932)		(19,227)		(23,159)
Other adjustments		-		(234)		(234)
Ending balance	$	18,548	$	100,303	$	118,851

		For the six months ended June 30, 2019
		Non-covered		Non-covered
		OREO		OREO
(In thousands)		Commercial/Construction		Mortgage		Total
Balance at beginning of period	$	21,794	$	114,911	$	136,705
Write-downs in value		(979)		(3,151)		(4,130)
Additions		3,179		24,470		27,649
Sales		(5,446)		(35,560)		(41,006)
Other adjustments		-		(367)		(367)
Ending balance	$	18,548	$	100,303	$	118,851

			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.

Note 14 − Other assets

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

(In thousands)	June 30, 2019		December 31, 2018
Net deferred tax assets (net of valuation allowance)	$	948,964	$	1,049,895
Investments under the equity method		232,359		228,072
Prepaid taxes		48,141		33,842
Other prepaid expenses		85,236		82,742
Derivative assets		14,792		13,603
Trades receivable from brokers and counterparties		51,723		40,088
Principal, interest and escrow servicing advances		88,929		88,371
Guaranteed mortgage loan claims receivable		80,796		59,613
Operating ROU assets (Note 28)		136,790		-
Finance ROU assets (Note 28)		13,085		-
Others		106,010		117,908
Total other assets	$	1,806,825	$	1,714,134

Note 15 – 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, 2019 and 2018.

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

June 30, 2019
	Balance at				Balance at		Balance at				Balance at
	January 1,		Accumulated		January 1,		June 30,		Accumulated		June 30,
	2019		impairment		2019		2019		impairment		2019
(In thousands)	(gross amounts)		losses		(net amounts)		(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	324,049	$	3,801	$	320,248	$	324,049	$	3,801	$	320,248
Popular U.S.		515,285		164,411		350,874		515,285		164,411		350,874
Total Popular, Inc.	$	839,334	$	168,212	$	671,122	$	839,334	$	168,212	$	671,122

December 31, 2018
	Balance at				Balance at		Balance at				Balance at
	January 1,		Accumulated		January 1,		December 31,		Accumulated		December 31,
	2018		impairment		2018		2018		impairment		2018
(In thousands)	(gross amounts)		losses		(net amounts)		(gross amounts)		losses		(net amounts)
Banco Popular de Puerto Rico	$	280,221	$	3,801	$	276,420	$	324,049	$	3,801	$	320,248
Popular U.S.		515,285		164,411		350,874		515,285		164,411		350,874
Total Popular, Inc.	$	795,506	$	168,212	$	627,294	$	839,334	$	168,212	$	671,122

Other Intangible Assets

At June 30, 2019 and December 31, 2018, 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:

		Gross Carrying			Accumulated		Net Carrying
(In thousands)			Amount		Amortization		Value
June 30, 2019
	Core deposits	$	37,224	$	27,931	$	9,293
	Other customer relationships		36,644		28,621		8,023
	Trademark		488		89		399
Total other intangible assets		$	74,356	$	56,641	$	17,715
December 31, 2018
	Core deposits	$	37,224	$	26,070	$	11,154
	Other customer relationships		34,915		25,847		9,068
	Trademark		488		41		447
Total other intangible assets		$	72,627	$	51,958	$	20,669

During the quarter ended June 30, 2019, the Corporation recognized $ 2.4 million in amortization expense related to other intangible assets with definite useful lives (June 30, 2018 - $ 2.3 million). During the six months ended June 30, 2019, the Corporation recognized $ 4.7 million in amortization related to other intangible assets with definite useful lives (June 30, 2018 - $ 4.6 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 2019	$	4,687
Year 2020		5,410
Year 2021		2,600
Year 2022		1,724
Year 2023		1,684
Later years		1,610

Note 16 – Deposits

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

(In thousands)		June 30, 2019		December 31, 2018
Savings accounts		$	10,010,003	$	9,722,824
NOW, money market and other interest bearing demand deposits			15,181,266		13,221,415
Total savings, NOW, money market and other interest bearing demand deposits			25,191,269		22,944,239
Certificates of deposit:
	Under $100,000		3,240,635		3,260,330
	$100,000 and over		4,672,629		4,356,434
Total certificates of deposit			7,913,264		7,616,764
Total interest bearing deposits		$	33,104,533	$	30,561,003

A summary of certificates of deposit by maturity at June 30, 2019 follows:

(In thousands)
2019	$	3,118,353
2020		2,063,993
2021		1,028,172
2022		695,152
2023		531,392
2024 and thereafter		476,202
Total certificates of deposit	$	7,913,264

At June 30, 2019, the Corporation had brokered deposits amounting to $ 0.5 billion (December 31, 2018 - $ 0.5 billion).

The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans was $4 million at June 30, 2019 (December 31, 2018 - $5 million).

Note 17 – Borrowings

The following table presents the balances of assets sold under agreements to repurchase at June 30, 2019 and December 31, 2018.


(In thousands)	June 30, 2019		December 31, 2018
Assets sold under agreements to repurchase	$	233,091	$	281,529
Total assets sold under agreements to repurchase	$	233,091	$	281,529

The Corporation’s repurchase transactions are overcollateralized with the securities detailed in the table below. The Corporation’s repurchase agreements have a right of set-off with the respective counterparty under the supplemental terms of the master repurchase agreements. In an event of default each party has a right of set-off against the other party for amounts owed in the related agreement and any other amount or obligation owed in respect of any other agreement or transaction between them.

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, 2019		December 31, 2018
			Repurchase		Repurchase
(In thousands)			liability		liability
U.S. Treasury securities
	Within 30 days	$	56,485	$	138,689
	After 30 to 90 days		47,531		79,374
	After 90 days		81,653		19,558
Total U.S. Treasury securities			185,669		237,621
Obligations of U.S. government sponsored entities
	After 30 to 90 days		-		6,055
Total obligations of U.S. government sponsored entities			-		6,055
Mortgage-backed securities
	Within 30 days		26,527		6,859
	After 90 days		20,000		20,465
Total mortgage-backed securities			46,527		27,324
Collateralized mortgage obligations
	Within 30 days		895		10,529
Total collateralized mortgage obligations			895		10,529
Total		$	233,091	$	281,529

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, 2019 and December 31, 2018.

(In thousands)	June 30, 2019		December 31, 2018
Advances with the FHLB	$	160,000	$	-
Others		-		42
Total other short-term borrowings	$	160,000	$	42

The following table presents the composition of notes payable at June 30, 2019 and December 31, 2018.

(In thousands)	June 30, 2019		December 31, 2018
Advances with the FHLB with maturities ranging from 2019 through 2029 paying interest at monthly fixed rates ranging from 1.04% to 4.19%	$	517,587	$	524,052
Advances with the FHLB paying interest monthly at a floating rate		-		13,000
Advances with the FHLB maturing on 2019 paying interest quarterly at a floating rate of 0.24% over the 3 month LIBOR		14,430		19,724
Unsecured senior debt securities maturiting on 2023 paying interest semiannually at a fixed rate of 6.125%, net of debt issuance costs of $ 5,327		294,673		294,039
Junior subordinated deferrable interest debentures (related to trust preferred securities) with maturities ranging from 2033 to 2034 with fixed interest rates ranging from 6.125% to 6.7%, net of debt issuance costs of $409		384,889		384,875
Capital lease obligations		-		20,412
Total notes payable	$	1,211,579	$	1,256,102
Note: Refer to the Corporation's 2018 Form 10-K for rates information at December 31, 2018.

A breakdown of borrowings by contractual maturities at June 30, 2019 is included in the table below.

	Assets sold under			Short-term
(In thousands)	agreements to repurchase			borrowings	Notes payable		Total
2019	$	151,438	$	160,000	$	110,466	$	421,904
2020		81,653		-		140,073		221,726
2021		-		-		50,040		50,040
2022		-		-		103,147		103,147
2023		-		-		317,934		317,934
Later years		-		-		489,919		489,919
Total borrowings	$	233,091	$	160,000	$	1,211,579	$	1,604,670

At June 30, 2019 and December 31, 2018, the Corporation had FHLB borrowing facilities whereby the Corporation could borrow up to $3.5 billion and $3.4 billion, respectively, of which $0.7 billion and $0.6 billion, respectively, were used. In addition, at June 30, 2019 and December 31, 2018, the Corporation had placed $0.9 billion and $0.9 billion, 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 LHIP, and do not have restrictive covenants or callable features.

Also, at June 30, 2019, the Corporation has a borrowing facility at the discount window of the Federal Reserve Bank of New York amounting to $1.1 billion (2018 - $1.2 billion), which remained unused at June 30, 2019 and December 31, 2018. The facility is a collateralized source of credit that is highly reliable even under difficult market conditions.

Note 18 – Stockholders’ equity

As of June 30, 2019, stockholder’s equity totaled $5.7 billion. During the six months ended June 30, 2019, the Corporation declared cash dividends on its common stock of $ 58.0 million (June 30, 2018 - $51.1 million).

The quarterly dividend declared to shareholders of record as of the close of business on May 7, 2019, which amounted to $29.0 million, was paid on July 1, 2019.

Dividends per share declared for the quarter and six months ended June 30, 2019 were $0.30 and $0.60, respectively (2018 - $0.25 and $0.50, respectively).

On February 28, 2019, the Corporation entered into a $250 million accelerated share repurchase (“ASR”) transaction with respect to its common stock, which was accounted for as a treasury stock transaction. As a result of the receipt of the initial shares, the Corporation recognized in shareholders’ equity approximately $200 million in treasury stock and $50 million as a reduction in capital surplus. The Corporation expects to further adjust its treasury stock and capital surplus accounts to reflect the delivery or receipt of cash or shares upon the termination of the ASR agreement, which will depend on the average price of the Corporation’s shares during the term of the ASR.

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, 2019 and 2018.

		Changes in Accumulated Other Comprehensive Loss by Component [1]
			Quarters ended				Six months ended
			June 30,				June 30,
(In thousands)				2019		2018		2019		2018
Foreign currency translation		Beginning Balance	$	(51,174)	$	(42,941)	$	(49,936)	$	(43,034)
		Other comprehensive loss		(1,204)		(3,456)		(2,442)		(3,363)
		Net change		(1,204)		(3,456)		(2,442)		(3,363)
		Ending balance	$	(52,378)	$	(46,397)	$	(52,378)	$	(46,397)
Adjustment of pension and postretirement benefit plans		Beginning Balance	$	(200,163)	$	(202,652)	$	(203,836)	$	(205,408)
		Amounts reclassified from accumulated other comprehensive loss for amortization of net losses		3,672		3,286		7,345		6,571
		Amounts reclassified from accumulated other comprehensive loss for amortization of prior service credit		-		(529)		-		(1,058)
		Net change		3,672		2,757		7,345		5,513
		Ending balance	$	(196,491)	$	(199,895)	$	(196,491)	$	(199,895)
Unrealized net holding gains (losses) on debt securities		Beginning Balance	$	(72,408)	$	(217,179)	$	(173,811)	$	(102,775)
		Other comprehensive income (loss)		130,452		(33,243)		231,855		(147,647)
		Net change		130,452		(33,243)		231,855		(147,647)
		Ending balance	$	58,044	$	(250,422)	$	58,044	$	(250,422)
Unrealized holding gains on equity securities		Beginning Balance	$	-	$	-	$	-	$	605
		Reclassification to retained earnings due to cumulative effect adjustment of accounting change		-		-		-		(605)
		Net change		-		-		-		(605)
		Ending balance	$	-	$	-	$	-	$	-
Unrealized net losses on cash flow hedges		Beginning Balance	$	(234)	$	(66)	$	(391)	$	(40)
		Reclassification to retained earnings due to cumulative effect adjustment of accounting change		-		-		(50)		-
		Other comprehensive (loss) income before reclassifications		(711)		(165)		(1,148)		582
		Amounts reclassified from accumulated other comprehensive loss		557		153		1,201		(620)
		Net change		(154)		(12)		3		(38)
		Ending balance	$	(388)	$	(78)	$	(388)	$	(78)
		Total	$	(191,213)	$	(496,792)	$	(191,213)	$	(496,792)
[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, 2019 and 2018.

		Reclassifications Out of Accumulated Other Comprehensive Loss
			Quarters ended				Six months ended
		Affected Line Item in the	June 30,				June 30,
(In thousands)		Consolidated Statements of Operations		2019		2018		2019		2018
Adjustment of pension and postretirement benefit plans
	Amortization of net losses	Personnel costs	$	(5,876)	$	(5,385)	$	(11,752)	$	(10,771)
	Amortization of prior service credit	Personnel costs		-		868		-		1,735
		Total before tax		(5,876)		(4,517)		(11,752)		(9,036)
		Income tax benefit		2,204		1,760		4,407		3,523
		Total net of tax	$	(3,672)	$	(2,757)	$	(7,345)	$	(5,513)
Unrealized net losses on cash flow hedges
	Forward contracts	Mortgage banking activities	$	(891)	$	(250)	$	(1,921)	$	1,017
		Total before tax		(891)		(250)		(1,921)		1,017
		Income tax benefit (expense)		334		97		720		(397)
		Total net of tax	$	(557)	$	(153)	$	(1,201)	$	620
		Total reclassification adjustments, net of tax	$	(4,229)	$	(2,910)	$	(8,546)	$	(4,893)

Note 20 – Guarantees

At June 30, 2019, the Corporation recorded a liability of $0.4 million (December 31, 2018 - $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, 2019, the Corporation serviced $1.3 billion (December 31, 2018 - $1.3 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, 2019, the Corporation repurchased approximately $14 million and $23 million, respectively, of unpaid principal balance in mortgage loans subject to the credit recourse provisions (June 30, 2018 - $1 million and $9 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, 2019, the Corporation’s liability established to cover the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $48 million (December 31, 2018 - $56 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, 2019 and 2018.

		Quarters ended June 30,				Six months ended June 30,
(In thousands)	2019		2018		2019		2018
Balance as of beginning of period	$	52,011	$	57,425	$	56,230	$	58,820
Provision for recourse liability		1,267		(9)		956		2,991
Net charge-offs (recoveries)		(5,178)		9		(9,086)		(4,386)
Balance as of end of period	$	48,100	$	57,425	$	48,100	$	57,425

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. There were no repurchases of loans under representation and warranty arrangements during the quarter and six months period ended June 30, 2019, compared to $1 million and $10 million, respectively for the same periods of last year. A substantial amount of these loans reinstates 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, 2019 and 2018.

		Quarters ended June 30,				Six months ended June 30,
(In thousands)		2019		2018		2019		2018
Balance as of beginning of period	$	10,866	$	11,418	$	10,837	$	11,742
Provision (reversal) for representation and warranties		(4,511)		450		(4,407)		298
Net charge-offs		-		(715)		(75)		(887)
Settlements paid		(2,530)		-		(2,530)		-
Balance as of end of period	$	3,825	$	11,153	$	3,825	$	11,153

During the second quarter of 2019, the Corporation recorded the release of a $4.4 million reserve taken in connection with a sale of loans completed during the year 2013.

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, 2019, the Corporation serviced $15.3 billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31, 2018 - $15.7 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, 2019, the outstanding balance of funds advanced by the Corporation under such mortgage loan servicing agreements was approximately $89 million (December 31, 2018 - $88 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 $94 million at June 30, 2019 and December 31, 2018. In addition, at June 30, 2019 and December 31, 2018, PIHC fully and unconditionally guaranteed on a subordinated basis $374 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 20 to the Consolidated Financial Statements in the 2018 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, 2019		December 31, 2018
Commitments to extend credit:
	Credit card lines	$	4,540,990	$	4,468,481
	Commercial and construction lines of credit		2,709,185		2,751,390
	Other consumer unused credit commitments		259,017		254,491
Commercial letters of credit			1,852		2,695
Standby letters of credit			78,946		26,479
Commitments to originate or fund mortgage loans			27,323		22,629

At June 30, 2019 and December 31, 2018, the Corporation maintained a reserve of approximately $9 million and $8 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 34 to the Consolidated Financial Statements.

Puerto Rico remains 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”) in 2016, which, among other things, established a Fiscal Oversight and Management Board for Puerto Rico (the “Oversight Board”) and a framework for the restructuring of the debts of the Commonwealth, its instrumentalities and municipalities. The Commonwealth and several of its instrumentalities have commenced debt restructuring proceedings under PROMESA. As of the date of this report, while municipalities have been recently designated as covered entities under PROMESA, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such debt restructuring proceeding under PROMESA.

At June 30, 2019 and December 31, 2018, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities totaled $455 million and $458 million, respectively, which amounts were fully outstanding on such dates. Of this amount, $413 million consists of loans and $42 million are securities ($413 million and $ 45 million at December 31, 2018). Substantially all of the amount outstanding at June 30, 2019 were obligations from various Puerto Rico municipalities. In most cases, these were “general obligations” of a municipality, to which the applicable municipality has pledged its good faith, credit and unlimited taxing power, or “special obligations” of a municipality, to which the applicable municipality has pledged other revenues. At June 30, 2019, 75% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. On July 1, 2019 the Corporation received principal payments amounting to $22 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	$	7	$	-	$	7	$	7
After 5 to 10 years		31		-		31		31
After 10 years		30		-		30		30
Total Central Government		68		-		68		68
Government Development Bank (GDB)
After 10 years		3		-		3		3
Total Government Development Bank (GDB)		3		-		3		3
Puerto Rico Highways and Transportation Authority
After 5 to 10 years		3		-		3		3
Total Puerto Rico Highways and Transportation Authority		3		-		3		3
Municipalities
Within 1 year		3,670		15,265		18,935		18,935
After 1 to 5 years		17,255		197,987		215,242		215,242
After 5 to 10 years		20,585		101,663		122,248		122,248
After 10 years		845		98,185		99,030		99,030
Total Municipalities		42,355		413,100		455,455		455,455
Total Direct Government Exposure	$	42,429	$	413,100	$	455,529	$	455,529

In addition, at June 30, 2019, the Corporation had $359 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental ($368 million at December 31, 2018). These included $285 million in residential mortgage loans insured by the Puerto Rico Housing Finance Authority (“HFA”), a governmental instrumentality that has been designated as a covered entity under PROMESA (December 31, 2018 - $293 million). These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA insurance covers losses in the event of a borrower default and subsequent foreclosure of the underlying property. The Corporation also had at June 30, 2019, $45 million in bonds issued by HFA which are secured by second mortgage loans on Puerto Rico residential properties, and for which HFA also provides insurance to cover losses in the event of a borrower default and subsequent foreclosure of the underlying property (December 31, 2018 - $45 million). In the event that the mortgage loans insured by HFA and held by the Corporation directly or those serving as collateral for the HFA bonds default and the collateral is insufficient to satisfy the outstanding balance of these loans, HFA’s ability to honor its insurance will depend, among other factors, on the financial condition of HFA at the time such obligations become due and payable. 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. In addition, at June 30, 2019, the Corporation had $7 million in securities issued by HFA that have been economically defeased and refunded and for which securities consisting of U.S. agencies and Treasury obligations have been escrowed (December 31, 2018 - $7 million), and $22 million of commercial real estate notes issued by government entities but that are payable from rent paid by non-governmental parties (December 31, 2018 - $23 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 $74 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 range of reasonably possible losses (with respect to those matters where such limits may be determined, in excess of amounts accrued) for current Legal Proceedings ranged from $0 to approximately $31.9 million as of June 30, 2019. 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 Legal Proceedings in matters in which a loss amount can be reasonably estimated will not have a material adverse effect on the Corporation’s consolidated financial position. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters in a reporting period, if unfavorable, could have a material adverse effect on the Corporation’s consolidated financial position for that 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 Pérez Díaz 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 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. The Court of Appeals and then the Puerto Rico Supreme Court, both denied the Popular Defendants’ request to review the lower court’s denial of the motion to dismiss. In December 2017, plaintiffs amended the complaint and, on January 2018, defendants filed an answer thereto. Separately, in October 2017, the Court entered an order whereby it broadly certified the class after which the Popular Defendants filed a certiorari petition before the Puerto Rico Court of Appeals in relation to the class certification, which the Court declined to entertain. In November 2018 and in January 2019, Plaintiffs filed voluntary dismissal petitions against MAPFRE-PRAICO Insurance Company and Antilles Insurance Company, respectively. Hence, now the Popular Defendants remain the sole defendants in this action.

On April 8, 2019, the plaintiffs submitted proposed changes to the certified class definition as well as the scope of the remedies requested by the plaintiffs, which were timely opposed by Popular. In April 24, 2019, the Court amended the class definition to limit it to individual homeowners whose residential units were subject to a mortgage from BPPR who, in turn, obtained risk insurance policies with Antilles Insurance or MAPFRE Insurance through Popular Insurance from 2002 to 2015, and who did not make insurance claims against said policies during their effective term. A status and settlement conference is set for October 22, 2019.

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 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 monopolistic practices in failing to offer this product). In July 2017, after co-defendants filed motions to dismiss the complaint and opposed the request for preliminary injunctive relief, the Court dismissed the complaint with prejudice. In August 2017, plaintiffs appealed this judgment and, in March 2018, the Court of Appeals reversed the Court of First Instance’s dismissal. In May 2018, all defendants filed their respective Petitions of Certiorari to the Puerto Rico Supreme Court, which denied review. On May 2, 2019, a hearing was held in the Court of First Instance, where the parties requested that the Court first determine the validity of the endorsement obtained by Antilles Insurance Company and approved by the Puerto Rico Insurance Commissioner, which had been challenged by a co-defendant in a third-party complaint against Antilles Insurance Company. Although the Court had agreed to first rule on the validity of the endorsement and set an injunction hearing for September 2019 in case the validity of said endorsement is upheld, on July 24, 2019 the Court issued an Order whereby it ordered plaintiffs to brief certain threshold questions of law before ruling on the validity of the endorsement.

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 (or dual tracking). 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 filed a motion to dismiss in August 2017, as did most co-defendants, and, in March 2018, the District Court dismissed the complaint in its entirety. After being denied reconsideration by the District Court, on August 2018, plaintiffs filed a Notice of Appeal to the U.S. Court of Appeals for the First Circuit. The Court of Appeals has entered an order where it consolidated three pending appeals related to the same subset of facts. On July 29, 2019, the Appellants filed their brief; Appellees’ brief is due on August 28, 2019.

BPPR has also been named a defendant in another putative class action captioned 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 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, 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. Plaintiffs did not include a specific amount of damages in their complaint. After waiving service of process, BPPR filed a motion to dismiss the complaint on the same grounds as those asserted in the González Camacho action (as did most co-defendants, separately). BPPR further filed a motion to oppose class certification, which the Court granted in September 2018. On April 5, 2019, the Court entered an Opinion and Order granting BPPR’s and several other defendants’ motions

to dismiss with prejudice. Plaintiffs filed a Motion for Reconsideration on April 15, 2019, which Popular timely opposed. The Court held a hearing on May 14, 2019 but has yet to issue a new Opinion and Order covering the Motion for Reconsideration and the defendants’ motion to dismiss, as well as several other pending motions.

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 mortgage lender 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 $30 million in damages plus attorney’s fees, costs and the annulment of their mortgages. BPPR extended plaintiffs four consecutive six-month payment forbearances, the last of which is still in effect, and it is engaged in settlement discussions with plaintiffs. In November 2017, the FDIC notified BPPR that it had agreed to indemnify the Bank in connection with its Doral Bank-related exposure, pursuant to the terms of the relevant Purchase and Assumption Agreement with the FDIC. The FDIC filed a Notice of Removal to the United States District Court for the District of Puerto Rico (“USDC”) on March 2018 and, in April 2018, the state court stayed the proceedings in response thereto. In October 2018, the Court granted FDIC’s motion to stay the proceedings until plaintiffs have exhausted administrative remedies and, thereafter, the FDIC filed a motion to dismiss all claims for lack of subject matter jurisdiction due to plaintiffs’ failure to properly make any applicable administrative claims. Such motion was referred to a Magistrate Judge, which on May 17, 2019 recommended that the motion be granted and all claims against the FDIC be dismissed. A group of plaintiffs objected to the Report and Recommendation of the Magistrate Judge, but the District Judge has yet to rule on with respect to those objections or with respect to the motion to dismiss. If the FDIC’s Motion to Dismiss is granted, all claims against BPPR related to mortgage loans acquired pursuant to the Doral Bank-FDIC assisted transaction in 2015 would be also dismissed; the remaining claims related to mortgage loans not acquired from Doral (approximately eight (8) loans) could then be remanded to state court for further proceedings.

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 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 Bureau of Consumer Financial Protection (“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 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 those borrowers potentially subject to such error actually closed on a loss mitigation alternative. Furthermore, the Corporation’s outreach and remediation efforts with respect to potentially affected borrowers are substantially complete.

The Corporation has also engaged in remediation with respect to other printing and mailings incidents and other servicing matters in its mortgage servicing operation.

The Corporation is engaged in ongoing dialogue with applicable regulators with respect to the aforementioned mortgage servicing matters and there can be no assurances as to the outcome thereof. At this point, we are not able to estimate the financial impact of the foregoing.

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.

On November 30, 2018, the Court issued an order where it ruled that: (1) the Lenders, as petitioning creditors, satisfied the three-prong requirement for filing an involuntary petition; (2) nonetheless, bad faith is an independent cause for dismissal of an involuntary petition under section 303(b) of the Bankruptcy Code; and (3) the Involuntary Debtors failed to show that dismissal pursuant to section 305(a)(1) abstention is in the best interest of both the creditors and the debtors. Hearings to consider whether the involuntary petitions were filed in bad faith, that is, for an improper purpose that constitutes an abuse of the bankruptcy process were held during June and July 2019. On July 18, 2019, the Court ordered the parties to brief several questions that seek to determine whether the alleged debtors met their burden of proof with respect to their allegation of bad faith. The parties have filed their respective briefs and the Court’s determination is pending.

POPULAR BANK

Employment-Related Litigation

On July 30, 2019, Popular Bank (“PB”) was served in a putative class complaint in which it was named as a defendant along with five (5) current PB employees (collectively, the “AB Defendants”), captioned Aileen Betances, et al. v. Popular Bank, et al., filed before the Supreme Court of the State of New York (the “AB Action”). The complaint, filed by five (5) current and former PB employees, seeks to recover damages for the AB Defendants' alleged violation of local and state sexual harassment, discrimination and retaliation laws. Additionally, on July 30, 2019, PB was served in a putative class complaint in which it was named as a defendant along with six (6) current PB employees (collectively, the “DR Defendants”), captioned Damian Reyes, et al. v. Popular Bank, et al., filed before the Supreme Court of the State of New York (the “DR Action”). The DR Action, filed by three (3) current and former PB employees, seeks to recover damages for the DR Defendants’ alleged violation of local and state discrimination and retaliation laws. Plaintiff in both complaints are represented by the same legal counsel, and five of the six named individual defendants in the DR Action are the same named individual defendants in the AB Action. Both complaints are related, among other things, to allegations of purported sexual harassment and/or misconduct by a former PB employee as well as PB’s actions in connection thereto and seek no less than $100 million in damages each. The current deadline to file a response to both complaints is on or before September 19, 2019.

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 170 arbitration proceedings with aggregate claimed amounts of approximately $227 million, including one arbitration with claimed damages of approximately $30 million. While Popular Securities believes it has meritorious defenses to the claims asserted in these proceedings, it has often determined that it is in its

best interest to settle certain claims rather than expend the money and resources required to see such cases to completion. The Puerto Rico Government’s defaults and non-payment of its various debt obligations, as well as the Commonwealth’s and the Financial Oversight Management Board’s (the “Oversight Board”) decision to pursue restructurings under Title III and Title VI of PROMESA, have increased and may continue to increase the number of customer complaints (and claimed damages) filed against Popular Securities concerning Puerto Rico bonds and closed-end investment companies that invest primarily in Puerto Rico bonds. An adverse result in the arbitration proceedings described above, or a significant increase in customer complaints, could have a material adverse effect on Popular.

PROMESA Title III Proceedings

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

On August 20, 2018, Kobre & Kim issued its Final Report, which contained various references to the Popular Companies, including an allegation that Popular Securities participated as an underwriter in Commonwealth’s 2014 issuance of government obligation bonds notwithstanding having allegedly advised against it. The report discussed that such allegation could give rise to an unjust enrichment claim against the Corporation and could also serve as a basis to equitably subordinate claims filed by the Corporation in the Title III proceeding to other third-party claims.

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

Note 22 – Non-consolidated variable interest entities

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

Also, the Corporation is involved with various special purpose entities mainly in guaranteed mortgage securitization transactions, including GNMA and FNMA. 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, 2019 and December 31, 2018, 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, 2019 and December 31, 2018.

(In thousands)		June 30, 2019		December 31, 2018
Assets
Servicing assets:
	Mortgage servicing rights	$	116,206	$	136,280
Total servicing assets		$	116,206	$	136,280
Other assets:
	Servicing advances	$	33,556	$	37,988
Total other assets		$	33,556	$	37,988
Total assets		$	149,762	$	174,268
Maximum exposure to loss		$	149,762	$	174,268

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 $10.1 billion at June 30, 2019 (December 31, 2018 - $10.6 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, 2019 and December 31, 2018, 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 these entities for the acquisition of the assets. In addition, BPPR provided these joint ventures with a non-revolving advance facility to cover unfunded commitments and costs-to-complete related to certain construction projects, and a revolving working capital line to fund certain operating expenses of the joint venture. As part of these transactions, BPPR received $ 48 million and $92 million, for PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC, 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 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. All financing facilities extended by BPPR to these joint ventures have been repaid in full. The Corporation maintains a variable interests in these VIEs in the form of the 24.9% equity interest. 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, 2019 and December 31, 2018.

		PRLP 2011 Holdings, LLC				PR Asset Portfolio 2013-1 International, LLC
(In thousands)		June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Assets
Other assets:
	Equity investment	$	6,458	$	6,469	$	4,995	$	5,794
Total assets		$	6,458	$	6,469	$	4,995	$	5,794
Liabilities
Deposits		$	(932)	$	(2,566)	$	(7,750)	$	(7,994)
Total liabilities		$	(932)	$	(2,566)	$	(7,750)	$	(7,994)
Total net assets		$	5,526	$	3,903	$	(2,755)	$	(2,200)
Maximum exposure to loss		$	5,526	$	3,903	$	-	$	-

The Corporation determined that the maximum exposure to loss under a worst case scenario at June 30, 2019 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, 2019.

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, 2019, the Corporation held 11,654,803 shares of EVERTEC, an ownership stake of 16.20%. The Corporation continues to have significant influence over EVERTEC. Accordingly, the investment in EVERTEC is accounted for under the equity method and is evaluated for impairment if events or circumstances indicate that a decrease in value of the investment has occurred that is other than temporary.

The Corporation received $ 1.2 million in dividend distributions during the six months ended June 30, 2019, from its investments in EVERTEC’s holding company. During the six months ended June 30, 2018, there were no dividend distributions received by the Corporation. 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, 2019		December 31, 2018
Equity investment in EVERTEC	$	66,411	$	60,591

The Corporation had the following financial condition balances outstanding with EVERTEC at June 30, 2019 and December 31, 2018. Items that represent liabilities to the Corporation are presented with parenthesis.

(In thousands)	June 30, 2019		December 31, 2018
Accounts receivable (Other assets)	$	2,817	$	6,829
Deposits		(22,509)		(28,606)
Accounts payable (Other liabilities)		(1,305)		(3,671)
Net total	$	(20,997)	$	(25,448)

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, 2019 and 2018.

		Quarter ended		Six months ended
(In thousands)		June 30, 2019		June 30, 2019
Share of income from the investment in EVERTEC	$	1,432	$	8,700
Share of other changes in EVERTEC's stockholders' equity		2,157		81
Share of EVERTEC's changes in equity recognized in income	$	3,589	$	8,781

		Quarter ended		Six months ended
(In thousands)		June 30, 2018		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

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, 2019 and 2018. Items that represent expenses to the Corporation are presented with parenthesis.

		Quarter ended		Six months ended
(In thousands)	June 30, 2019			June 30, 2019			Category
Interest expense on deposits		$	(15)		$	(32)	Interest expense
ATH and credit cards interchange income from services to EVERTEC			8,457			16,676	Other service fees
Rental income charged to EVERTEC			1,796			3,593	Net occupancy
Processing fees on services provided by EVERTEC			(54,491)			(108,353)	Professional fees
Other services provided to EVERTEC			350			626	Other operating expenses
Total		$	(43,903)		$	(87,490)

	Quarter ended		Six months ended
(In thousands)	June 30, 2018		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)

PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, 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 PR Asset Portfolio 2013-1 International, LLC.

The Corporation’s equity in PRLP 2011 Holdings, LLC and 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.

		PRLP 2011 Holdings, LLC				PR Asset Portfolio 2013-1 International, LLC
(In thousands)		June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Equity investment	$	6,458	$	6,469	$	4,995	$	5,794

The Corporation held deposits from these entities, as follows:

	PRLP 2011 Holdings, LLC				PR Asset Portfolio 2013-1 International, LLC
(In thousands)	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018
Deposits (non-interest bearing)	$	(932)	$	(2,566)	$	(7,750)	$	(7,994)

The Corporation’s proportionate share of income or loss from these entities is presented in the following table and is included in other operating income in the Consolidated Statements of Operations.

		PRLP 2011 Holdings, LLC								PR Asset Portfolio 2013-1 International, LLC
		Quarter ended				Six months ended				Quarter ended				Six months ended
(In thousands)		June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Share of income (loss) from the equity investment	$	109	$	(53)	$	(11)	$	(312)	$	247	$	(53)	$	543	$	(5,409)

During the six months ended June 30, 2019, the Corporation received $ 1.3 million in capital distributions from its investment in PR Asset Portfolio 2013-1 International, LLC (June 30, 2018 - $ 1.0 million). There were no transactions between the Corporation and PRLP 2011 Holdings, LLC during the six months ended June 30, 2019 and 2018.

Centro Financiero BHD León

At June 30, 2019, the Corporation had a 15.84% equity interest in Centro Financiero BHD León, S.A. (“BHD León”), one of the largest banking and financial services groups in the Dominican Republic. During the six months ended June 30, 2019, the Corporation recorded $ 12.3 million in earnings from its investment in BHD León (June 30, 2018 - $ 15.8 million), which had a carrying amount of $ 143.4 million at June 30, 2019 (December 31, 2018 - $ 143.5 million). 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, 2019 from its investment in BHD León (June 30, 2018 - $ 12.6 million).

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

Investment Companies

The Corporation provides advisory services to several investment companies registered under the Puerto Rico Investment Companies Act 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, 2019 administrative fees charged to these investment companies amounted to $ 3.1 million (June 30, 2018 - $ 3.4 million) and waived fees amounted to $ 1.0 million (June 30, 2018 - $ 1.1 million), for a net fee of $ 2.1 million (June 30, 2018 - $ 2.3 million).

The Corporation, through its subsidiary BPPR, has also entered into certain uncommitted credit facilities with those investment companies. As of June 30, 2019, the available lines of credit facilities amounted to $ 310 million (December 31, 2018 - $ 330 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 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, 2019 there was no outstanding balance for these credit facilities.

Other related party transactions

On August 2018, BPPR acquired certain assets and assumed certain liabilities of Reliable Financial Services and Reliable Finance Holding Company, Puerto Rico-based subsidiaries of Wells Fargo & Company engaged in the auto finance business in Puerto Rico. Refer to Note 4 for additional information on this transaction. As part of the acquisition transaction, the Corporation entered into an agreement with Reliable Financial Services to sublease the space necessary to continue the acquired operations. Reliable Financial Services’ lease agreement is with the entity in which the Corporation’s Executive Chairman and his family members hold an ownership interest. During the quarter ended March 31, 2019, the Corporation paid to Reliable Financial Services approximately $0.4 million under the sublease. The lease expired as of April 30, 2019.

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 2018 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, 2019 and December 31, 2018:

At June 30, 2019
(In thousands)	Level 1		Level 2		Level 3		Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	5,130,255	$	5,361,409	$	-	$	10,491,664
Obligations of U.S. Government sponsored entities		-		245,947		-		245,947
Obligations of Puerto Rico, States and political subdivisions		-		6,878		-		6,878
Collateralized mortgage obligations - federal agencies		-		671,168		-		671,168
Mortgage-backed securities		-		5,317,426		1,235		5,318,661
Other		-		404		-		404
Total debt securities available-for-sale	$	5,130,255	$	11,603,232	$	1,235	$	16,734,722
Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	3,279	$	2	$	-	$	3,281
Obligations of Puerto Rico, States and political subdivisions		-		133		-		133
Collateralized mortgage obligations		-		80		618		698
Mortgage-backed securities		-		28,015		26		28,041
Other		-		3,002		468		3,470
Total trading account debt securities, excluding derivatives	$	3,279	$	31,232	$	1,112	$	35,623
Equity securities	$	-	$	19,206	$	-	$	19,206
Mortgage servicing rights		-		-		153,021		153,021
Derivatives		-		14,792		-		14,792
Total assets measured at fair value on a recurring basis	$	5,133,534	$	11,668,462	$	155,368	$	16,957,364
Liabilities
Derivatives	$	-	$	(14,233)	$	-	$	(14,233)
Total liabilities measured at fair value on a recurring basis	$	-	$	(14,233)	$	-	$	(14,233)

At December 31, 2018
(In thousands)	Level 1		Level 2		Level 3		Total
RECURRING FAIR VALUE MEASUREMENTS
Assets
Debt securities available-for-sale:
U.S. Treasury securities	$	2,719,740	$	5,552,456	$	-	$	8,272,196
Obligations of U.S. Government sponsored entities		-		333,309		-		333,309
Obligations of Puerto Rico, States and political subdivisions		-		6,742		-		6,742
Collateralized mortgage obligations - federal agencies		-		728,671		-		728,671
Mortgage-backed securities		-		3,957,545		1,233		3,958,778
Other		-		488		-		488
Total debt securities available-for-sale	$	2,719,740	$	10,579,211	$	1,233	$	13,300,184
Trading account debt securities, excluding derivatives:
U.S. Treasury securities	$	6,278	$	-	$	-	$	6,278
Obligations of Puerto Rico, States and political subdivisions		-		134		-		134
Collateralized mortgage obligations		-		48		611		659
Mortgage-backed securities		-		27,214		43		27,257
Other		-		2,974		485		3,459
Total trading account debt securities, excluding derivatives	$	6,278	$	30,370	$	1,139	$	37,787
Equity securities	$	-	$	13,296	$	-	$	13,296
Mortgage servicing rights		-		-		169,777		169,777
Derivatives		-		13,603		-		13,603
Total assets measured at fair value on a recurring basis	$	2,726,018	$	10,636,480	$	172,149	$	13,534,647
Liabilities
Derivatives	$	-	$	(12,320)	$	-	$	(12,320)
Total liabilities measured at fair value on a recurring basis	$	-	$	(12,320)	$	-	$	(12,320)

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, 2019 and 2018 and excludes nonrecurring fair value measurements of assets no longer outstanding as of the reporting date.

Six months ended June 30, 2019
(In thousands)		Level 1		Level 2		Level 3		Total
NONRECURRING FAIR VALUE MEASUREMENTS
Assets											Write-downs
Loans^[1]		$	-	$	-	$	41,793	$	41,793	$	(10,605)
Other real estate owned^[2]			-		-		15,065		15,065		(2,937)
Other foreclosed assets^[2]			-		-		1,220		1,220		(135)
Total assets measured at fair value on a nonrecurring basis		$	-	$	-	$	58,078	$	58,078	$	(13,677)
[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 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.

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, 2019 and 2018.

	Quarter ended June 30, 2019
		MBS		CMOs				Other
		classified		classified				securities
		as debt		as trading		MBS		classified
		securities		account		classified as		as trading		Mortgage
		available-		debt		trading account		account debt		servicing		Total
(In thousands)		for-sale		securities		debt securities		securities		rights		assets
Balance at March 31, 2018		$	1,235	$	595	$	43	$	478	$	167,813	$	170,164
Gains (losses) included in earnings			-		1		(1)		(10)		(17,186)		(17,196)
Additions			-		50		25		-		2,394		2,469
Settlements			-		(28)		(41)		-		-		(69)
Balance at June 30, 2019		$	1,235	$	618	$	26	$	468	$	153,021	$	155,368
Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2019		$	-	$	1	$	1	$	5	$	(13,671)	$	(13,664)

	Six months ended June 30, 2019
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets
Balance at January 1, 2019		$	1,233	$	611	$	43	$	485	$	169,777	$	172,149
Gains (losses) included in earnings			-		1		(1)		(17)		(21,011)		(21,028)
Gains (losses) included in OCI			2		-		-		-		-		2
Additions			-		64		25		-		4,255		4,344
Settlements			-		(58)		(41)		-		-		(99)
Balance at June 30, 2019		$	1,235	$	618	$	26	$	468	$	153,021	$	155,368
Changes in unrealized gains (losses) included in earnings relating to assets still held at June 30, 2019		$	-	$	1	$	1	$	8	$	(14,418)	$	(14,408)

	Quarter ended June 30, 2018
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration [1]		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 10 for additional information.

	Six months ended June 30, 2018
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration [1]		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 10 for additional information.

Gains and losses (realized and unrealized) included in earnings for the quarters and six months ended June 30, 2019 and 2018 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, 2019				Six months ended June 30, 2019
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
Mortgage banking activities	$	(17,186)	$	(13,671)	$	(21,011)	$	(14,418)
Trading account profit (loss)		(10)		7		(17)		10
Total	$	(17,196)	$	(13,664)	$	(21,028)	$	(14,408)

	Quarter ended June 30, 2018				Six months ended June 30, 2018
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
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

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.

			Fair value
			at June 30,
(In thousands)			2019		Valuation technique	Unobservable inputs	Weighted average (range) [1]
CMO's - trading		$	618		Discounted cash flow model	Weighted average life	1.7 years (1.1 - 1.9 years)
						Yield	4.0% (3.9% - 4.4%)
						Prepayment speed	18.5% (15.2% - 20.9%)
Other - trading		$	468		Discounted cash flow model	Weighted average life	5.2 years
						Yield	12.0%
						Prepayment speed	10.8%
Mortgage servicing rights		$	153,021		Discounted cash flow model	Prepayment speed	6.1% (0.2% - 23.3%)
						Weighted average life	7.4 years (0.1 - 15.1 years)
						Discount rate	11.2% (9.5% - 14.7%)
Loans held-in-portfolio		$	38,161	^[2]	External appraisal	Haircut applied on
						external appraisals	10.2% (10.0% - 35.0%)
Other real estate owned		$	12,596	^[3]	External appraisal	Haircut applied on
						external appraisals	24.0% (10.0% - 35.0%)
[1]	Weighted average of significant unobservable inputs used to develop Level 3 fair value measurements were calculated by relative fair value.
[2]	Loans held-in-portfolio in which haircuts were not applied to external appraisals were excluded from this table.
[3]	Other real estate owned in which haircuts were not applied to external appraisals were excluded from this table.

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

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, 2019 and December 31, 2018, as applicable. In different interest rate environments, fair value estimates can differ significantly, especially for certain fixed rate financial instruments. In addition, the fair values presented do not attempt to estimate the value of the Corporation’s fee generating businesses and anticipated future business activities, that is, they do not represent the Corporation’s value as a going concern. There have been no changes in the Corporation’s valuation methodologies and inputs used to estimate the fair values for each class of financial assets and liabilities not measured at fair value.

The following tables present the carrying amount and estimated fair values of financial instruments with their corresponding level in the fair value hierarchy. The aggregate fair value amounts of the financial instruments disclosed do not represent management’s estimate of the underlying value of the Corporation.

		June 30, 2019
		Carrying
(In thousands)		amount		Level 1		Level 2		Level 3		Fair value
Financial Assets:
Cash and due from banks		$	391,703	$	391,703	$	-	$	-	$	391,703
Money market investments			3,172,116		3,164,137		7,979		-		3,172,116
Trading account debt securities, excluding derivatives^[1]			35,623		3,279		31,232		1,112		35,623
Debt securities available-for-sale^[1]			16,734,722		5,130,255		11,603,232		1,235		16,734,722
Debt securities held-to-maturity:
	Obligations of Puerto Rico, States and political subdivisions	$	87,488	$	-	$	-	$	93,721	$	93,721
	Collateralized mortgage obligation-federal agency		50		-		-		52		52
	Securities in wholly owned statutory business trusts		11,561		-		11,561		-		11,561
	Other		500		-		500		-		500
Total debt securities held-to-maturity		$	99,599	$	-	$	12,061	$	93,773	$	105,834
Equity securities:
	FHLB stock	$	55,965	$	-	$	55,965	$	-	$	55,965
	FRB stock		91,680		-		91,680		-		91,680
	Other investments		20,509		-		19,206		6,920		26,126
Total equity securities		$	168,154	$	-	$	166,851	$	6,920	$	173,771
Loans held-for-sale		$	54,028	$	-	$	-	$	55,338	$	55,338
Loans held-in-portfolio			26,462,079		-		-		24,459,100		24,459,100
Mortgage servicing rights			153,021		-		-		153,021		153,021
Derivatives			14,792		-		14,792		-		14,792
		June 30, 2019
		Carrying
(In thousands)		amount		Level 1		Level 2		Level 3		Fair value
Financial Liabilities:
Deposits:
	Demand deposits	$	34,146,573	$	-	$	34,146,573	$	-	$	34,146,573
	Time deposits		7,913,264		-		7,777,200		-		7,777,200
Total deposits		$	42,059,837	$	-	$	41,923,773	$	-	$	41,923,773
Assets sold under agreements to repurchase		$	233,091	$	-	$	232,709	$	-	$	232,709
Other short-term borrowings^[2]		$	160,000	$	-	$	160,000	$	-	$	160,000
Notes payable:
	FHLB advances	$	532,017	$	-	$	538,784	$	-	$	538,784
	Unsecured senior debt securities		294,673		-		313,647		-		313,647
	Junior subordinated deferrable interest debentures (related to trust preferred securities)		384,889		-		397,722		-		397,722
Total notes payable		$	1,211,579	$	-	$	1,250,153	$	-	$	1,250,153
Derivatives		$	14,233	$	-	$	14,233	$	-	$	14,233
[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 17 to the Consolidated Financial Statements for the composition of other short-term borrowings.

		December 31, 2018
		Carrying
(In thousands)		amount		Level 1		Level 2		Level 3		Fair value
Financial Assets:
Cash and due from banks		$	394,035	$	394,035	$	-	$	-	$	394,035
Money market investments			4,171,048		4,161,832		9,216		-		4,171,048
Trading account debt securities, excluding derivatives^[1]			37,787		6,278		30,370		1,139		37,787
Debt securities available-for-sale^[1]			13,300,184		2,719,740		10,579,211		1,233		13,300,184
Debt securities held-to-maturity:
	Obligations of Puerto Rico, States and political subdivisions	$	89,459	$	-	$	-	$	90,534	$	90,534
	Collateralized mortgage obligation-federal agency		55		-		-		58		58
	Securities in wholly owned statutory business trusts		11,561		-		11,561		-		11,561
	Other		500		-		500		-		500
Total debt securities held-to-maturity		$	101,575	$	-	$	12,061	$	90,592	$	102,653
Equity securities:
	FHLB stock	$	51,628	$	-	$	51,628	$	-	$	51,628
	FRB stock		89,358		-		89,358		-		89,358
	Other investments		14,598		-		13,296		5,539		18,835
Total equity securities		$	155,584	$	-	$	154,282	$	5,539	$	159,821
Loans held-for-sale		$	51,422	$	-	$	-	$	52,474	$	52,474
Loans held-in-portfolio			25,938,541		-		-		23,143,027		23,143,027
Mortgage servicing rights			169,777		-		-		169,777		169,777
Derivatives			13,603		-		13,603		-		13,603
		December 31, 2018
		Carrying
(In thousands)		amount		Level 1		Level 2		Level 3		Fair value
Financial Liabilities:
Deposits:
	Demand deposits	$	32,093,274	$	-	$	32,093,274	$	-	$	32,093,274
	Time deposits		7,616,765		-		7,392,698		-		7,392,698
Total deposits		$	39,710,039	$	-	$	39,485,972	$	-	$	39,485,972
Assets sold under agreements to repurchase		$	281,529	$	-	$	281,535	$	-	$	281,535
Other short-term borrowings^[2]		$	42	$	-	$	42	$	-	$	42
Notes payable:
	FHLB advances	$	556,776	$	-	$	553,111	$	-	$	553,111
	Unsecured senior debt		294,039		-		302,664		-		302,664
	Junior subordinated deferrable interest debentures (related to trust preferred securities)		384,875		-		381,079		-		381,079
	Capital lease obligations		20,412		-		-		20,412		20,412
Total notes payable		$	1,256,102	$	-	$	1,236,854	$	20,412	$	1,257,266
Derivatives		$	12,320	$	-	$	12,320	$	-	$	12,320
[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 17 to the Consolidated Financial Statements for the composition of other short-term borrowings.

The notional amount of commitments to extend credit at June 30, 2019 and December 31, 2018 is $ 7.5 billion and $ 7.5 billion, respectively, and represents the unused portion of credit facilities granted to customers. The notional amount of letters of credit at June 30, 2019 and December 31, 2018 is $ 81 million and $ 29 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, 2019 and 2018:

	Quarters ended June 30,				Six months ended June 30,
(In thousands, except per share information)	2019		2018		2019		2018
Net income	$	171,106	$	279,783	$	339,031	$	371,107
Preferred stock dividends		(931)		(931)		(1,862)		(1,862)
Net income applicable to common stock	$	170,175	$	278,852	$	337,169	$	369,245
Average common shares outstanding		96,305,118		101,892,402		97,437,141		101,794,914
Average potential dilutive common shares		152,330		139,553		154,848		137,563
Average common shares outstanding - assuming dilution		96,457,448		102,031,955		97,591,989		101,932,477
Basic EPS	$	1.77	$	2.74	$	3.46	$	3.63
Diluted EPS	$	1.76	$	2.73	$	3.45	$	3.62

As disclosed in Note 18, during the quarter ended March 31, 2019, the Corporation entered into a $250 million accelerated share repurchase transaction (“ASR”) and, in connection therewith, received an initial delivery of 3,500,000 shares of common stock. The initial share delivery was accounted for as a treasury stock transaction. As part of this transaction, the Corporation entered into a forward contract, which remains outstanding as of June 30, 2019, for which the Corporation expects to receive additional shares upon termination of the ASR agreement. The diluted EPS computation for the quarter and six months ended June 30, 2019 excludes 1,153,318 and 1,180,649 antidilutive shares, respectively, related to the ASR.

For the quarter and six months ended June 30, 2019, the Corporation calculated the impact of potential dilutive common shares under the treasury stock method, consistent with the method used for the preparation of the financial statements for the year ended December 31, 2018. For a discussion of the calculation under the treasury stock method, refer to Note 32 of the Consolidated Financial Statements included in the 2018 Form 10-K.

Note 27 – Revenue from contracts with customers

The following table presents the Corporation’s revenue streams from contracts with customers by reportable segment for the quarters and six months ended June 30, 2019 and 2018:

		Quarter ended June 30,				Six months ended June 30,
(In thousands)		2019					2019
			BPPR		Popular U.S.		BPPR		Popular U.S.
Service charges on deposit accounts		$	36,035	$	3,582	$	71,099	$	7,209
Other service fees:
	Debit card fees		11,752		282		22,651		553
	Insurance fees, excluding reinsurance		13,420		831		20,865		1,601
	Credit card fees, excluding late fees and membership fees		21,392		223		39,678		439
	Sale and administration of investment products		5,732		-		10,991		-
	Trust fees		5,752		-		10,567		-
Total revenue from contracts with customers [1]		$	94,083	$	4,918	$	175,851	$	9,802
[1]	The amounts include intersegment transactions of $ 1.9 million and $ 2.1 million, respectively, for the quarter and six months ended June 30, 2019.

		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.

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 – Leases

The Corporation enters in the ordinary course of business into operating and finance leases for land, buildings and equipment. These contracts generally do not include purchase options or residual value guarantees. The remaining lease terms of 0.1 to 34.5 years considers options to extend the leases for up to 20.0years. The Corporation identifies leases when it has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

The Corporation recognizes right-of-use assets (“ROU assets”) and lease liabilities related to operating and finance leases in its Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. At June 30, 2019, ROU assets related to operating and finance lease amounted to $137 million and $13 million, respectively, and lease liabilities related to operating and finance leases amounted to $152 million and $20 million, respectively.

The Corporation uses the incremental borrowing rate for purposes of discounting lease payments for operating and finance leases, since it does not have enough information to determine the rates implicit in the leases. The discount rates are based on fixed-rate and fully amortizing borrowing facilities of its banking subsidiaries that are collateralized. For leases held by non-banking subsidiaries, a credit spread is added to this rate based on financing transactions with a similar credit risk profile.

The following table presents the undiscounted cash flows of operating and finance leases for each of the following periods:

(In thousands)		Remaining 2019		2020		2021		2022		2023		Later Years		Total Lease Payments		Less: Imputed Interest		Total
Operating Leases	$	14,927	$	27,345	$	24,759	$	21,019	$	18,862	$	72,861	$	179,773	$	(27,467)	$	152,306
Finance Leases		1,466		3,003		3,093		3,187		3,284		11,186		25,219		(5,182)		20,037

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

		Quarter ended		Six months ended
(In thousands)		June 30, 2019		June 30, 2019
Finance lease cost:
	Amortization of ROU assets	$	385	$	843
	Interest on lease liabilities		284		605
Operating lease cost			7,768		15,923
Short-term lease cost			51		75
Variable lease cost			2		2
Sublease income			(30)		(55)
Total lease cost		$	8,460	$	17,393

Total rental expense for all operating leases, except those with terms of a month or less that were not renewed, for the quarter and six months ended June 30, 2018 was $7.6 million and $15.0 million, respectively, which is included in net occupancy, equipment and communication expenses, according to their nature. Total amortization and interest expense for capital leases for the quarter ended June 30, 2018 was $0.4 million and $0.2 million, respectively. Total amortization and interest expense for capital leases for the six months ended June 30, 2018 was $0.7 million and $0.5 million, respectively.

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

			Six months ended
(Dollars in thousands)			June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
	Operating cash flows from operating leases	$	14,976
	Operating cash flows from finance leases		611
	Financing cash flows from finance leases		837
ROU assets obtained in exchange for new lease obligations:
	Operating leases	$	4,008
Weighted-average remaining lease term:
	Operating leases		8.5	years
	Finance leases		7.7	years
Weighted-average discount rate:
	Operating leases		3.7	%
	Finance leases		6.0	%

As of June 30, 2019, the Corporation has additional operating leases contracts that have not yet commenced with an undiscounted contract amount of $26 million, which will have lease terms ranging from 10 to 20 years.

Note 29 – FDIC loss share income

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. Refer to Note 10 for additional information of the Termination Agreement with the FDIC. The caption of FDIC loss-share income in the Consolidated Statements of Operations consists of the following major categories:

		Quarter ended			Six months ended
(In thousands)		June 30, 2018			June 30, 2018
Amortization			$	-		$	(934)
80% mirror accounting on credit impairment losses				-			104
80% mirror accounting on reimbursable expenses				-			537
80% mirror accounting on recoveries on covered assets, including rental income on OREOs, subject to reimbursement to the FDIC				-			(1,658)
Change in true-up payment obligation				-			(6,112)
Gain on FDIC loss-share Termination Agreement^[1]				102,752			102,752
Other				-			36
Total FDIC loss-share income			$	102,752		$	94,725
[1]	Refer to Note 10 for additional information of the Termination Agreement with the FDIC.

Note 30 – Pension and postretirement benefits

The Corporation has a non-contributory defined benefit pension plan and supplementary pension benefit restoration plans for regular employees of certain of its subsidiaries (the “Pension Plans”). The accrual of benefits under the Pension Plans is frozen to all participants. The Corporation also provides certain postretirement health care benefits for retired employees of certain subsidiaries (the “OPEB Plan”)

The components of net periodic cost for the Pension Plans and the OPEB Plan for the periods presented were as follows:


		Pension Plans				OPEB Plan
		Quarters ended June 30,				Quarters ended June 30,
(In thousands)		2019		2018		2019		2018
Personnel Cost:
Service cost	$	-	$	-	$	190	$	257
Other operating expenses:
Interest cost		7,110		6,373		1,489		1,390
Expected return on plan assets		(8,096)		(10,060)		-		-
Amortization of prior service cost/(credit)		-		-		-		(868)
Amortization of net loss		5,876		5,064		-		321
Total net periodic pension cost	$	4,890	$	1,377	$	1,679	$	1,100

		Pension Plans				OPEB Plan
		Six months ended June 30,				Six months ended June 30,
(In thousands)		2019		2018		2019		2018
Personnel Cost:
Service cost	$	-	$	-	$	380	$	514
Other operating expenses:
Interest cost		14,219		12,746		2,977		2,780
Expected return on plan assets		(16,192)		(20,119)		-		-
Amortization prior service cost/(credit)		-		-		-		(1,735)
Amortization of net loss		11,752		10,130		-		641
Total net periodic pension cost	$	9,779	$	2,757	$	3,357	$	2,200

The Corporation paid the following contributions to the plans during the quarter ended June 30, 2019 and expects to pay the following contributions for the year ending December 31, 2019.

	For the quarters ended		For the year ending
(In thousands)	30-Jun-19		31-Dec-19
Pension Plans	$	57	$	229
OPEB Plan	$	1,464	$	8,128

Note 31 - Stock-based compensation

Incentive Plan

The Popular, Inc. 2004 Omnibus Incentive Plan (the “Incentive Plan”) permits the issuance of several types of stock based compensation for employees and directors of the Corporation and/or any of its subsidiaries. Participants in the Incentive Plan are designated by the Compensation Committee of the Board of Directors (or its delegate as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stocks and performance shares for its employees and restricted stocks and restricted stock units (“RSU”) to its directors.

The restricted shares for employees, will 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. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance cycle.

The following table summarizes the restricted stock and performance shares activity under the Incentive Plan for members of management.

(Not in thousands)	Shares		Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2017	295,340	$	30.75
Granted	239,062		45.81
Performance Shares Quantity Adjustment	234,076		33.09
Vested	(372,271)		35.83
Forfeited	(14,021)		37.35
Non-vested at December 31, 2018	382,186	$	36.41
Granted	217,550		55.56
Performance Shares Quantity Adjustment	22,973		55.51
Vested	(246,508)		45.01
Non-vested at June 30, 2019	376,201	$	43.02

During the quarter ended June 30, 2019, 67,564 shares of restricted stock (June 30, 2018 – 70,690) were awarded to management under the Incentive Plan. During the quarters ended June 30, 2019 and 2018, no performance shares were awarded to management under the Incentive Plan. For the six months ended June 30, 2019, 152,154 shares of restricted stock (June 30, 2018 – 155,306) and 65,396 performance shares (June 30, 2018 - 72,414) were awarded to management under the incentive plan.

During the quarter ended June 30, 2019, the Corporation recognized $2.0 million of restricted stock expense related to management incentive awards, with a tax benefit of $0.5 million (June 30, 2018 - $2.1 million, with a tax benefit of $0.4 million). For the six months ended June 30, 2019, the Corporation recognized $5.8 million of restricted stock expense related to management incentive awards, with a tax benefit of $0.9 million (June 30, 2018 - $4.8 million, with a tax benefit of $0.8 million). For the six months ended June 30, 2019, the fair market value of the restricted stock and performance shares vested was $8.1 million at grant date and $14.5 million at vesting date. This triggers a windfall of $2.4 million that was recorded as a reduction on income tax expense. During the quarter ended June 30, 2019 the Corporation recognized $0.4 million of performance shares expense, with a tax benefit of $23 thousand (June 30, 2018 - $0.6 million, with a tax benefit of $12 thousand). For the six months ended June 30, 2019, the Corporation recognized $3.9 million of performance shares expense, with a tax benefit of $0.3 million (June 30, 2018 - $3.2 million, with a tax benefit of $0.3 million). The total unrecognized compensation cost related to non-vested restricted stock awards and performance shares to members of management at June 30, 2019 was $10.4 million and is expected to be recognized over a weighted-average period of 2.5 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 shares		Weighted-Average Grant Date Fair Value per Share	Restricted Stock units		Weighted-Average Grant Date Fair Value per Unit
Non-vested at December 31, 2017	-	$	-	-	$	-
Granted	25,159		46.71	-		-
Vested	(25,159)		46.71	-		-
Forfeited	-		-	-		-
Non-vested at December 31, 2018	-	$	-	-	$	-
Granted	1,052		49.25	25,460		57.75
Vested	(1,052)		49.25	(25,460)		57.75
Forfeited	-		-	-		-
Non-vested at June 30, 2019	-	$	-	-	$	-

On May 2019, all equity awards granted to the directors may be paid in either restricted stocks or RSU, at the directors’ election. For the year 2019, all directors elected RSU. The directors’ equity awards will vest and become non-forfeitable on the grant date of such award. At the director’s option, the shares of common stocks underlying the RSU award shall be delivered to the director after its retirement, either on a fix date or in annual installments. To the extent that cash dividends are paid on the Corporation’s outstanding common stocks, the director will receive an additional number of RSU that reflect reinvested dividend equivalent.

During the quarter ended June 30, 2019, no shares of restricted stock were granted to members of the Board of Directors of Popular, Inc. (June 30, 2018 - 22,394) and 25,460 RSU were granted to members of the Board of Directors of Popular, Inc. During this period, the Corporation did not recognized any expense related to these restricted stock shares, (June 30, 2018 - $1.2 million, with a tax benefit of $0.2 million) and did recognize $1.5 million of restricted stock expense related to these RSU, with a tax benefit of $0.2 million. For the six months ended June 30, 2019, the Corporation granted 1,052 shares of restricted stock to members of the Board of Directors of Popular, Inc., which became vested at grant date (June 30, 2018 – 22,394) and 25,460 RSU to members of the Board of Directors of Popular, Inc., which became vested at grant date. During this period, the Corporation recognized $52 thousand of restricted stock expense related to these restricted stock shares, with a tax benefit of $6 thousand (June 30, 2018 - $1.5 million, with a tax benefit of $0.2 million) and $1.5 million of restricted stock expense related to these RSU, with a tax benefit of $0.2 million. The fair value at vesting date of the restricted stock shares and RSU vested during the six months ended June 30, 2019 for directors was $52 thousand and $1.5 million respectively.

Note 32 – 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, 2019				June 30, 2018
(In thousands)			Amount	% of pre-tax income			Amount	% of pre-tax income
Computed income tax expense at statutory rates		$	79,289	38	%	$	97,977	39	%
Net benefit of tax exempt interest income			(30,939)	(15)			(22,407)	(9)
Deferred tax asset valuation allowance			1,263	1			4,186	2
Difference in tax rates due to multiple jurisdictions			(2,756)	(2)			(2,238)	(1)
Effect of income subject to preferential tax rate^[1]			(2,287)	(1)			(103,008)	(41)
State and local taxes			1,731	1			1,718	1
Others			(5,971)	(3)			(4,788)	(2)
Income tax (benefit) expense		$	40,330	19	%	$	(28,560)	(11)	%
[1]	For the quarter ended June 30, 2018, includes the impact of the Tax Closing Agreement entered into in connection with the FDIC Transaction.

			Six months ended
			June 30, 2019				June 30, 2018
(In thousands)			Amount	% of pre-tax income			Amount	% of pre-tax income
Computed income tax expense at statutory rates		$	161,094	38	%	$	142,234	39	%
Net benefit of tax exempt interest income			(57,883)	(14)			(45,400)	(12)
Deferred tax asset valuation allowance			6,745	2			11,412	3
Difference in tax rates due to multiple jurisdictions			(5,618)	(2)			(5,197)	(2)
Effect of income subject to preferential tax rate^[1]			(5,215)	(1)			(106,056)	(29)
State and local taxes			3,355	1			3,081	1
Others			(11,925)	(3)			(6,479)	(2)
Income tax (benefit) expense		$	90,553	21	%	$	(6,405)	(2)	%
[1]	For the six months ended June 30, 2018, includes the impact of the Tax Closing Agreement entered into in connection with the FDIC Transaction.

During the second quarter of 2018, as result of 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 entered between the Puerto Rico Department of the Treasury and the Corporation. 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.

Effective for taxable years beginning after December 31, 2018, Act No.257 of 2018, which amended the Puerto Rico Internal Revenue Code reduce the Puerto Rico corporate income tax rate from 39% to 37.5%.

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

			June 30, 2019
(In thousands)			PR		US		Total
Deferred tax assets:
Tax credits available for carryforward		$	15,900	$	7,757	$	23,657
Net operating loss and other carryforward available			122,413		714,253		836,666
Postretirement and pension benefits			82,650		-		82,650
Deferred loan origination fees			2,816		(2,267)		549
Allowance for loan losses			449,995		19,864		469,859
Deferred gains			-		2,479		2,479
Accelerated depreciation			1,963		5,687		7,650
FDIC-assisted transaction			88,821		-		88,821
Intercompany deferred gains			1,638		-		1,638
Difference in outside basis from pass-through entities			15,399		-		15,399
Other temporary differences			29,792		8,006		37,798
	Total gross deferred tax assets		811,387		755,779		1,567,166
Deferred tax liabilities:
Indefinite-lived intangibles			35,746		41,975		77,721
Unrealized net gain (loss) on trading and available-for-sale securities			38,225		(1,567)		36,658
Other temporary differences			11,832		1,109		12,941
	Total gross deferred tax liabilities		85,803		41,517		127,320
Valuation allowance			96,596		395,239		491,835
Net deferred tax asset		$	628,988	$	319,023	$	948,011

			December 31, 2018
(In thousands)			PR		US		Total
Deferred tax assets:
Tax credits available for carryforward		$	15,900	$	7,757	$	23,657
Net operating loss and other carryforward available			116,154		720,933		837,087
Postretirement and pension benefits			83,390		-		83,390
Deferred loan origination fees			3,216		(1,280)		1,936
Allowance for loan losses			516,643		18,612		535,255
Deferred gains			-		2,551		2,551
Accelerated depreciation			1,963		5,786		7,749
FDIC-assisted transaction			95,851		-		95,851
Intercompany deferred gains			1,518		-		1,518
Difference in outside basis from pass-through entities			20,209		-		20,209
Other temporary differences			24,957		7,522		32,479
	Total gross deferred tax assets		879,801		761,881		1,641,682
Deferred tax liabilities:
Indefinite-lived intangibles			34,081		39,597		73,678
Unrealized net gain (loss) on trading and available-for-sale securities			23,823		(12,783)		11,040
Other temporary differences			10,579		1,109		11,688
	Total gross deferred tax liabilities		68,483		27,923		96,406
Valuation allowance			89,852		406,455		496,307
Net deferred tax asset		$	721,466	$	327,503	$	1,048,969

The net deferred tax asset shown in the table above at June 30, 2019 is reflected in the consolidated statements of financial condition as $0.9 billion in net deferred tax assets in the “Other assets” caption (December 31, 2018 - $1.0 billion) and $953 thousand in deferred tax liabilities in the “Other liabilities” caption (December 31, 2018 - $926 thousand), reflecting the aggregate deferred tax assets or liabilities of individual tax-paying subsidiaries of the Corporation in their respective tax jurisdiction, Puerto Rico or the United States.

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, 2019 the net deferred tax asset of the U.S. operations amounted to $714 million with a valuation allowance of approximately $395 million, for a net deferred tax asset of approximately $319 million. As of June 30, 2019, 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 $319 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, 2019, the Corporation’s net deferred tax assets related to its Puerto Rico operations amounted to $629 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, 2019. 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, 2019. 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 $96.6 million as of June 30, 2019.

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

(In millions)		2019		2018
Balance at January 1	$	7.2	$	7.3
Additions for tax positions - January through March		0.3		0.2
Balance at March 31	$	7.5	$	7.5
Additions for tax positions - April through June		0.2		0.3
Balance at June 30	$	7.7	$	7.8

At June 30, 2019, the total amount of accrued interest recognized in the statement of financial condition approximated $3.0 million (December 31, 2018 - $2.8 million). The total interest expense recognized at June 30, 2019 was $287 thousand (June 30, 2018 - $328 thousand). Management determined that at June 30, 2019 and December 31, 2018 there was no need to accrue for the payment of penalties. The Corporation’s policy is to report interest related to unrecognized tax benefits in income tax expense, while the penalties, if any, are reported in other operating expenses in the consolidated statements of operations.

After consideration of the effect on U.S. federal tax of unrecognized U.S. state tax benefits, the total amount of unrecognized tax benefits, including U.S. and Puerto Rico, that if recognized, would affect the Corporation’s effective tax rate, was approximately $10.1 million at June 30, 2019 (December 31, 2018 - $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 federal jurisdiction, various states and political subdivisions, and foreign jurisdictions. At June 30, 2019, the following years remain subject to examination in the U.S. Federal jurisdiction: 2015 and thereafter; and in the Puerto Rico jurisdiction, 2014 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 $3.2 million.

Note 33 – 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, 2019 and June 30, 2018 are listed in the following table:


(In thousands)			June 30, 2019		June 30, 2018
Non-cash activities:
Loans transferred to other real estate		$	27,153	$	10,862
Loans transferred to other property			25,281		18,545
Total loans transferred to foreclosed assets			52,434		29,407
Loans transferred to other assets			12,466		6,441
Financed sales of other real estate assets			8,427		8,576
Financed sales of other foreclosed assets			12,016		6,885
Total financed sales of foreclosed assets			20,443		15,461
Transfers from loans held-for-sale to loans held-in-portfolio			7,406		15,717
Loans securitized into investment securities^[1]			210,454		256,046
Trades receivable from brokers and counterparties			46,009		38,552
Trades payable to brokers and counterparties			256,993		8,569
Receivables from investments maturities			-		50,000
Recognition of mortgage servicing rights on securitizations or asset transfers			4,255		4,923
Interest capitalized on loans subject to the temporary payment moratorium			-		481
Loans booked under the GNMA buy-back option			26,710		352,774
Capitalization of lease right of use asset			162,768		-
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, 2019		June 30, 2018
Cash and due from banks		$	366,583	$	380,175
Restricted cash and due from banks			25,120		20,393
Restricted cash in money market investments			7,979		11,321
Total cash and due from banks, and restricted cash^[2]		$	399,682	$	411,889
[2]	Refer to Note 5 - Restrictions on cash and due from banks and certain securities for nature of restrictions.

100

Note 34 – Segment reporting

The Corporation’s corporate structure consists of two reportable segments – Banco Popular de Puerto Rico and Popular U.S.

Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. The segments were determined based on the organizational structure, which focuses primarily on the markets the segments serve, as well as on the products and services offered by the segments.

Banco Popular de Puerto Rico:

Given that Banco Popular de Puerto Rico constitutes a significant portion of the Corporation’s results of operations and total assets at June 30, 2019, 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. During 2018, the Reliable brand was transferred to Popular, Inc. and is being used by Popular Auto. 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 Insurance V.I. was dissolved on December 31, 2018.

Popular U.S.:

Popular U.S. reportable segment consists of the banking operations of Popular Bank (PB) and Popular Insurance Agency, U.S.A. PB operates through a retail branch network in the U.S. mainland under the name of Popular. Popular Insurance Agency, U.S.A. offers investment and insurance services across the PB branch network.

The Corporate group consists primarily of the holding companies Popular, Inc., Popular North America, Popular International Bank and certain of the Corporation’s investments accounted for under the equity method, including EVERTEC and Centro Financiero BHD, León.

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

Effective on January 1, 2019, the Corporation’s management changed the measurement basis for its reportable segments. Historically, for management reporting purposes, the Corporation had reversed the effect of the intercompany billings from Popular Inc., holding company, to its subsidiaries for certain services or expenses incurred on their behalf. In addition, the Corporation used to reflect an income tax expense allocation for several of its subsidiaries which are Limited Liability Companies (“LLCs”) and had made an election to be treated as a pass through entities for income tax purposes. The Corporation’s management has determined to discontinue making these adjustments, effective on January 1, 2019, for purposes of its management and reportable segment reporting. The Corporation reflected these changes in the measurement of the reportable segments’ results prospectively beginning on January 1, 2019. For the quarter ended June 30, 2018, the intercompany billings from Popular, Inc to the Banco Popular de Puerto Rico and Popular U.S. reportable segments amounted to $20.6 million and $3.4 million, respectively. For the six months

101

ended June 30, 2018, the intercompany billings from Popular, Inc to the Banco Popular de Puerto Rico and Popular U.S. reportable segments amounted to $37.5 million and $6.2 million, respectively.

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

2019
For the quarter ended June 30, 2019
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	411,549	$	74,637	$	(61)
Provision for loan losses				28,821		11,216		-
Non-interest income				123,388		5,492		(140)
Amortization of intangibles				2,180		166		-
Depreciation expense				12,243		2,001		-
Other operating expenses				297,428		51,741		(137)
Income tax expense				36,751		4,097		-
Net income			$	157,514	$	10,908	$	(64)
Segment assets			$	40,698,293	$	9,723,815	$	(114,605)

For the quarter ended June 30, 2019
		Reportable
(In thousands)		Segments		Corporate		Eliminations		Total Popular, Inc.
Net interest income (expense)	$	486,125	$	(9,809)	$	-	$	476,316
Provision for loan losses		40,037		154		-		40,191
Non-interest income		128,740		11,339		(1,753)		138,326
Amortization of intangibles		2,346		25		-		2,371
Depreciation expense		14,244		185		-		14,429
Other operating expenses		349,032		(1,944)		(873)		346,215
Income tax expense (benefit)		40,848		(180)		(338)		40,330
Net income (loss)	$	168,358	$	3,290	$	(542)	$	171,106
Segment assets	$	50,307,503	$	5,062,632	$	(4,752,914)	$	50,617,221

For the six months ended June 30, 2019
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		Eliminations
Net interest income			$	818,906	$	147,465	$	(57)
Provision for loan losses				60,170		21,587		-
Non-interest income				244,158		11,356		(281)
Amortization of intangibles				4,302		332		-
Depreciation expense				24,182		4,169		-
Other operating expenses				578,126		100,350		(273)
Income tax expense				82,127		9,312		-
Net income			$	314,157	$	23,071	$	(65)
Segment assets			$	40,698,293	$	9,723,815	$	(114,605)

For the six months ended June 30, 2019
		Reportable
(In thousands)		Segments		Corporate		Eliminations		Total Popular, Inc.
Net interest income (expense)	$	966,314	$	(19,035)	$	-	$	947,279
Provision for loan losses		81,757		259		-		82,016
Non-interest income		255,233		21,400		(1,877)		274,756
Amortization of intangibles		4,634		49		-		4,683
Depreciation expense		28,351		373		-		28,724
Other operating expenses		678,203		414		(1,589)		677,028
Income tax expense (benefit)		91,439		(766)		(120)		90,553
Net income	$	337,163	$	2,036	$	(168)	$	339,031
Segment assets	$	50,307,503	$	5,062,632	$	(4,752,914)	$	50,617,221

102

2018
For the quarter ended June 30, 2018
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		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
		Reportable
(In thousands)		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
				Banco Popular				Intersegment
(In thousands)				de Puerto Rico		Popular U.S.		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
		Reportable
(In thousands)		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

Additional disclosures with respect to the Banco Popular de Puerto Rico reportable segment are as follows:

103

2019
For the quarter ended June 30, 2019
Banco Popular de Puerto Rico
				Consumer		Other				Total Banco
		Commercial		and Retail		Financial				Popular de
(In thousands)		Banking		Banking		Services		Eliminations		Puerto Rico
Net interest income	$	152,943	$	257,301	$	1,327	$	(22)	$	411,549
Provision for loan losses		2,855		25,966		-		-		28,821
Non-interest income		25,696		68,806		29,654		(768)		123,388
Amortization of intangibles		48		1,074		1,058		-		2,180
Depreciation expense		4,897		7,191		155		-		12,243
Other operating expenses		74,021		207,925		16,263		(781)		297,428
Income tax expense		27,819		5,486		3,446		-		36,751
Net income	$	68,999	$	78,465	$	10,059	$	(9)	$	157,514
Segment assets	$	32,240,745	$	23,582,849	$	381,020	$	(15,506,321)	$	40,698,293

For the six months ended June 30, 2019
Banco Popular de Puerto Rico
				Consumer		Other				Total Banco
		Commercial		and Retail		Financial				Popular de
(In thousands)		Banking		Banking		Services		Eliminations		Puerto Rico
Net interest income	$	304,403	$	511,969	$	2,645	$	(111)	$	818,906
Provision for loan losses		863		59,307		-		-		60,170
Non-interest income		49,285		144,210		52,188		(1,525)		244,158
Amortization of intangibles		97		2,146		2,059		-		4,302
Depreciation expense		9,551		14,318		313		-		24,182
Other operating expenses		146,950		400,595		32,090		(1,509)		578,126
Income tax expense		59,013		17,229		5,885		-		82,127
Net income	$	137,214	$	162,584	$	14,486	$	(127)	$	314,157
Segment assets	$	32,240,745	$	23,582,849	$	381,020	$	(15,506,321)	$	40,698,293

	2018
	For the quarter ended June 30, 2018
	Banco Popular de Puerto Rico
					Consumer		Other		Eliminations		Total Banco
			Commercial		and Retail		Financial		and Other		Popular de
(In thousands)			Banking		Banking		Services		Adjustments [1]		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			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 10 and 32 to the Consolidated Financial Statements for additional information.

104

	For the six months ended June 30, 2018
	Banco Popular de Puerto Rico
					Consumer		Other		Eliminations		Total Banco
			Commercial		and Retail		Financial		and Other		Popular de
(In thousands)			Banking		Banking		Services		Adjustments [1]		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			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]	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 10 and 32 to the Consolidated Financial Statements for additional information.

Geographic Information
			Quarter ended				Six months ended
(In thousands)			June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Revenues:^[1]
Puerto Rico		$	501,640	$	542,173	$	1,001,778	$	941,587
United States			93,964		87,045		183,820		173,573
Other			19,038		19,727		36,437		40,329
Total consolidated revenues		$	614,642	$	648,945	$	1,222,035	$	1,155,489
[1]	Total revenues include net interest income, service charges on deposit accounts, other service fees, mortgage banking activities, net gain (loss), including impairment on equity securities, net profit (loss) on trading account debt securities, adjustments (expense) to indemnity reserves on loans sold, FDIC loss share income and other operating income.

Selected Balance Sheet Information:
(In thousands)			June 30, 2019		December 31, 2018
Puerto Rico
	Total assets	$	39,417,569	$	36,863,930
	Loans		18,879,047		18,837,742
	Deposits		33,574,495		31,237,529
United States
	Total assets	$	10,324,391	$	9,847,944
	Loans		7,511,132		7,034,075
	Deposits		6,951,081		6,878,599
Other
	Total assets	$	875,261	$	892,703
	Loans		669,594		687,494
	Deposits^[1]		1,534,261		1,593,911
[1]	Represents deposits from BPPR operations located in the U.S. and British Virgin Islands.

105

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, 2019 and December 31, 2018, and the results of their operations and cash flows for periods ended June 30, 2019 and 2018.

PNA is an operating, 100% 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.

106

Condensed Consolidating Statement of Financial Condition (Unaudited)

		At June 30, 2019
							All other
			Popular Inc.		PNA		subsidiaries and		Elimination		Popular, Inc.
(In thousands)			Holding Co.		Holding Co.		eliminations		entries		Consolidated
Assets:
Cash and due from banks			$	78,578	$	-	$	392,050	$	(78,925)	$	391,703
Money market investments				101,428		12,245		3,171,688		(113,245)		3,172,116
Trading account debt securities, at fair value				-		-		35,623		-		35,623
Debt securities available-for-sale, at fair value				-		-		16,734,722		-		16,734,722
Debt securities held-to-maturity, at amortized cost				8,726		2,835		88,038		-		99,599
Equity securities				9,653		20		158,663		(182)		168,154
Investment in subsidiaries				6,040,200		1,767,382		-		(7,807,582)		-
Loans held-for-sale, at lower of cost or fair value				-		-		54,028		-		54,028
Loans held-in-portfolio				32,293		-		27,133,219		5,955		27,171,467
	Less - Unearned income			-		-		165,722		-		165,722
	Allowance for loan losses			414		-		543,252		-		543,666
	Total loans held-in-portfolio, net			31,879		-		26,424,245		5,955		26,462,079
Premises and equipment, net				3,651		-		550,963		-		554,614
Other real estate				146		-		118,705		-		118,851
Accrued income receivable				329		116		170,531		(90)		170,886
Mortgage servicing assets, at fair value				-		-		153,021		-		153,021
Other assets				90,780		27,727		1,711,633		(23,315)		1,806,825
Goodwill				-		-		671,123		(1)		671,122
Other intangible assets				6,512		-		17,366		-		23,878
Total assets			$	6,371,882	$	1,810,325	$	50,452,399	$	(8,017,385)	$	50,617,221
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	9,034,229	$	(78,925)	$	8,955,304
	Interest bearing			-		-		33,217,778		(113,245)		33,104,533
	Total deposits			-		-		42,252,007		(192,170)		42,059,837
Assets sold under agreements to repurchase				-		-		233,091		-		233,091
Other short-term borrowings				-		-		160,000		-		160,000
Notes payable				585,485		94,077		532,017		-		1,211,579
Other liabilities				66,634		3,191		1,186,483		(23,428)		1,232,880
Total liabilities				652,119		97,268		44,363,598		(215,598)		44,897,387
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,044		2		56,307		(56,309)		1,044
Surplus				4,307,520		4,173,070		5,791,073		(9,955,438)		4,316,225
Retained earnings (accumulated deficit)				1,944,353		(2,454,515)		427,708		2,018,280		1,935,826
Treasury stock, at cost				(392,101)		-		-		(107)		(392,208)
Accumulated other comprehensive loss,net of tax				(191,213)		(5,500)		(186,287)		191,787		(191,213)
Total stockholders' equity				5,719,763		1,713,057		6,088,801		(7,801,787)		5,719,834
Total liabilities and stockholders' equity			$	6,371,882	$	1,810,325	$	50,452,399	$	(8,017,385)	$	50,617,221

107

Condensed Consolidating Statement of Financial Condition (Unaudited)

		At December 31, 2018
							All other
			Popular, Inc.		PNA		subsidiaries and		Elimination		Popular, Inc.
(In thousands)			Holding Co.		Holding Co.		eliminations		entries		Consolidated
Assets:
Cash and due from banks			$	68,022	$	-	$	394,035	$	(68,022)	$	394,035
Money market investments				176,256		15,288		4,170,792		(191,288)		4,171,048
Trading account debt securities, at fair value				-		-		37,787		-		37,787
Debt securities available-for-sale, at fair value				-		-		13,300,184		-		13,300,184
Debt securities held-to-maturity, at amortized cost				8,726		2,835		90,014		-		101,575
Equity securities				6,693		20		149,012		(141)		155,584
Investment in subsidiaries				5,704,119		1,700,082		-		(7,404,201)		-
Loans held-for-sale, at lower of cost or fair value				-		-		51,422		-		51,422
Loans held-in-portfolio				32,678		-		26,625,080		5,955		26,663,713
	Less - Unearned income			-		-		155,824		-		155,824
	Allowance for loan losses			155		-		569,193		-		569,348
	Total loans held-in-portfolio, net			32,523		-		25,900,063		5,955		25,938,541
Premises and equipment, net				3,394		-		566,414		-		569,808
Other real estate				146		-		136,559		-		136,705
Accrued income receivable				284		116		165,767		(145)		166,022
Mortgage servicing assets, at fair value				-		-		169,777		-		169,777
Other assets				76,073		27,639		1,626,119		(15,697)		1,714,134
Goodwill				-		-		671,123		(1)		671,122
Other intangible assets				6,559		-		20,274		-		26,833
Total assets			$	6,082,795	$	1,745,980	$	47,449,342	$	(7,673,540)	$	47,604,577
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	9,217,058	$	(68,022)	$	9,149,036
	Interest bearing			-		-		30,752,291		(191,288)		30,561,003
	Total deposits			-		-		39,969,349		(259,310)		39,710,039
Assets sold under agreements to repurchase				-		-		281,529		-		281,529
Other short-term borrowings				-		-		42		-		42
Notes payable				584,851		94,063		577,188		-		1,256,102
Other liabilities				62,799		3,287		871,733		(16,011)		921,808
Total liabilities				647,650		97,350		41,699,841		(275,321)		42,169,520
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,043		2		56,307		(56,309)		1,043
Surplus				4,357,079		4,172,983		5,790,324		(9,954,780)		4,365,606
Retained earnings (accumulated deficit)				1,660,258		(2,479,503)		327,713		2,143,263		1,651,731
Treasury stock, at cost				(205,421)		-		-		(88)		(205,509)
Accumulated other comprehensive loss,net of tax				(427,974)		(44,852)		(424,843)		469,695		(427,974)
Total stockholders' equity				5,435,145		1,648,630		5,749,501		(7,398,219)		5,435,057
Total liabilities and stockholders' equity			$	6,082,795	$	1,745,980	$	47,449,342	$	(7,673,540)	$	47,604,577

108

Condensed Consolidating Statement of Operations (Unaudited)

			Quarter ended June 30, 2019
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest and dividend income:
	Dividend income from subsidiaries	$	52,000		$	-		$	-		$	(52,000)		$	-
	Loans		497			-			453,707			-			454,204
	Money market investments		618			55			22,533			(672)			22,534
	Investment securities		159			47			94,035			-			94,241
	Total interest and dividend income		53,274			102			570,275			(52,672)			570,979
Interest expense:
	Deposits		-			-			79,121			(672)			78,449
	Short-term borrowings		-			-			1,656			-			1,656
	Long-term debt		9,632			1,558			3,368			-			14,558
	Total interest expense		9,632			1,558			84,145			(672)			94,663
Net interest income (expense)			43,642			(1,456)			486,130			(52,000)			476,316
Provision for loan losses			153			-			40,038			-			40,191
Net interest income (expense) after provision for loan losses			43,489			(1,456)			446,092			(52,000)			436,125
Service charges on deposit accounts			-			-			39,617			-			39,617
Other service fees			1			-			75,766			(1,736)			74,031
Mortgage banking activities			-			-			(1,773)			-			(1,773)
Net gain, including impairment on equity securities			283			-			254			(9)			528
Net profit on trading account debt securities			-			-			422			-			422
Adjustments to indemnity reserves on loans sold			-			-			1,840			-			1,840
Other operating income			3,636			633			19,401			(9)			23,661
	Total non-interest income		3,920			633			135,527			(1,754)			138,326
Operating expenses:
Personnel costs			14,376			-			127,123			-			141,499
Net occupancy expenses			1,178			-			22,119			2			23,299
Equipment expenses			1,027			1			20,295			-			21,323
Other taxes			62			1			12,514			-			12,577
Professional fees			4,721			28			90,728			(229)			95,248
Communications			219			-			5,736			-			5,955
Business promotion			899			-			18,220			-			19,119
FDIC deposit insurance			-			-			5,278			-			5,278
Other real estate owned (OREO) expenses			-			-			1,237			-			1,237
Other operating expenses			(24,453)			16			60,193			(647)			35,109
Amortization of intangibles			25			-			2,346			-			2,371
	Total operating expenses		(1,946)			46			365,789			(874)			363,015
Income (loss) before income tax and equity in (losses) earnings of subsidiaries			49,355			(869)			215,830			(52,880)			211,436
Income tax (benefit) expense			-			(183)			40,852			(339)			40,330

109

Income (loss) before equity in (losses) earnings of subsidiaries		49,355		(686)		174,978		(52,541)		171,106
Equity in undistributed earnings of subsidiaries		121,751		10,893		-		(132,644)		-
Net income	$	171,106	$	10,207	$	174,978	$	(185,185)	$	171,106
Comprehensive income, net of tax	$	303,872	$	31,499	$	308,913	$	(340,412)	$	303,872

110

Condensed Consolidating Statement of Operations (Unaudited)

			Six months ended June 30, 2019
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest and dividend income:
	Dividend income from subsidiaries	$	254,300		$	-		$	-		$	(254,300)		$	-
	Loans		1,085			-			900,832			-			901,917
	Money market investments		1,740			106			51,753			(1,845)			51,754
	Investment securities		313			93			174,871			-			175,277
	Total interest and dividend income		257,438			199			1,127,456			(256,145)			1,128,948
Interest expense:
	Deposits		-			-			151,120			(1,845)			149,275
	Short-term borrowings		-			-			3,256			-			3,256
	Long-term debt		19,264			3,115			6,759			-			29,138
	Total interest expense		19,264			3,115			161,135			(1,845)			181,669
Net interest income (expense)			238,174			(2,916)			966,321			(254,300)			947,279
Provision for loan losses			259			-			81,757			-			82,016
Net interest income (expense) after provision for loan losses			237,915			(2,916)			884,564			(254,300)			865,263
Service charges on deposit accounts			-			-			78,308			-			78,308
Other service fees			2			-			140,172			(1,836)			138,338
Mortgage banking activities			-			-			8,153			-			8,153
Net gain, including impairment on equity securities			870			-			1,113			(22)			1,961
Net gain on trading account debt securities			-			-			682			-			682
Adjustments to indemnity reserves on loans sold			-			-			1,747			-			1,747
Other operating income (expense)			8,805			(634)			37,416			(20)			45,567
	Total non-interest income (expense)		9,677			(634)			267,591			(1,878)			274,756
Operating expenses:
Personnel costs			32,703			-			251,913			-			284,616
Net occupancy expenses			2,225			-			44,654			(43)			46,836
Equipment expenses			1,699			2			39,327			-			41,028
Other taxes			124			1			24,114			-			24,239
Professional fees			7,410			55			175,578			(329)			182,714
Communications			333			-			11,471			-			11,804
Business promotion			1,681			-			32,112			-			33,793
FDIC deposit insurance			-			-			10,084			-			10,084
Other real estate owned (OREO) expenses			-			-			3,914			-			3,914
Other operating expenses			(45,792)			29			113,705			(1,218)			66,724
Amortization of intangibles			49			-			4,634			-			4,683
	Total operating expenses		432			87			711,506			(1,590)			710,435
Income (loss) before income tax and equity in earnings of subsidiaries			247,160			(3,637)			440,649			(254,588)			429,584
Income tax (benefit) expense			-			(764)			91,438			(121)			90,553

111

Income (loss) before equity in earnings of subsidiaries		247,160		(2,873)		349,211		(254,467)		339,031
Equity in undistributed earnings of subsidiaries		91,871		23,038		-		(114,909)		-
Net income	$	339,031	$	20,165	$	349,211	$	(369,376)	$	339,031
Comprehensive income, net of tax	$	575,792	$	59,517	$	587,767	$	(647,284)	$	575,792

112

Condensed Consolidating Statement of Operations (Unaudited)

				Quarter ended June 30, 2018
								All other
		Popular, Inc.			PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.			Holding Co.			eliminations			entries			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				(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
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)

113

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

114

Condensed Consolidating Statement of Operations (Unaudited)

			Six months ended June 30, 2018
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			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)

115

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

116

Condensed Consolidating Statement of Cash Flows (Unaudited)

				Six months ended June 30, 2019
								All other
				Popular, Inc.		PNA		subsidiaries		Elimination		Popular, Inc.
(In thousands)				Holding Co.		Holding Co.		and eliminations		entries		Consolidated

Cash flows from operating activities:
Net income			$	339,031	$	20,165	$	349,211	$	(369,376)	$	339,031
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
	Equity in earnings of subsidiaries, net of dividends or distributions			(91,871)		(23,038)		-		114,909		-
	Provision for loan losses			259		-		81,757		-		82,016
	Amortization of intangibles			49		-		4,634		-		4,683
	Depreciation and amortization of premises and equipment			373		-		28,351		-		28,724
	Net accretion of discounts and amortization of premiums and deferred fees			624		13		(82,690)		-		(82,053)
	Share-based compensation			6,925		-		3,483		-		10,408
	Fair value adjustments on mortgage servicing rights			-		-		21,011		-		21,011
	Adjustments to indemnity reserves on loans sold			-		-		(1,747)		-		(1,747)
	Earnings from investments under the equity method, net of dividends or distributions			(7,640)		634		(251)		-		(7,257)
	Deferred income tax (benefit) expense			-		(764)		75,968		(121)		75,083
	Loss (gain) on:
		Disposition of premises and equipment and other productive assets		39		-		(4,180)		-		(4,141)
		Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities		-		-		(5,939)		-		(5,939)
		Sale of foreclosed assets, including write-downs		-		-		(9,826)		-		(9,826)
	Acquisitions of loans held-for-sale			-		-		(103,233)		-		(103,233)
	Proceeds from sale of loans held-for-sale			-		-		31,063		-		31,063
	Net originations on loans held-for-sale			-		-		(125,707)		-		(125,707)
	Net decrease (increase) in:
		Trading debt securities		-		-		215,569		-		215,569
		Equity securities		(2,960)		-		(2,951)		-		(5,911)
		Accrued income receivable		(45)		-		(4,764)		(55)		(4,864)
		Other assets		81		42		(11,425)		7,739		(3,563)
	Net increase (decrease) in:
		Interest payable		-		-		858		55		913
		Pension and other postretirement benefits obligations		-		-		10,399		-		10,399
		Other liabilities		(4,883)		(95)		(112,867)		(7,472)		(125,317)
Total adjustments				(99,049)		(23,208)		7,513		115,055		311
Net cash provided by (used in) operating activities				239,982		(3,043)		356,724		(254,321)		339,342
Cash flows from investing activities:
	Net decrease in money market investments			75,000		3,043		997,694		(78,043)		997,694
	Purchases of investment securities:
		Available-for-sale		-		-		(9,684,912)		-		(9,684,912)
		Equity		-		-		(12,747)		41		(12,706)
	Proceeds from calls, paydowns, maturities and redemptions of investment securities:
		Available-for-sale		-		-		6,789,265		-		6,789,265
		Held-to-maturity		-		-		2,980		-		2,980
	Proceeds from sale of investment securities:
		Equity		-		-		6,047		-		6,047
	Net repayments (disbursements) on loans			394		-		(324,461)		-		(324,067)
	Proceeds from sale of loans			-		-		29,943		-		29,943
	Acquisition of loan portfolios			-		-		(312,752)		-		(312,752)
	Payments to acquire other intangible			-		-		(793)		-		(793)
	Return of capital from equity method investments			-		-		1,397		-		1,397
	Acquisition of premises and equipment			(671)		-		(37,255)		-		(37,926)

117

	Proceeds from sale of:
		Premises and equipment and other productive assets		3		-		14,812		-		14,815
		Foreclosed assets		-		-		59,304		-		59,304
Net cash provided by (used in) investing activities				74,726		3,043		(2,471,478)		(78,002)		(2,471,711)
Cash flows from financing activities:
	Net increase (decrease) in:
		Deposits		-		-		2,281,355		67,140		2,348,495
		Assets sold under agreements to repurchase		-		-		(48,439)		-		(48,439)
		Other short-term borrowings		-		-		159,959		-		159,959
	Payments of notes payable			-		-		(99,758)		-		(99,758)
	Principal payments of finance leases			-		-		(837)		-		(837)
	Proceeds from issuance of notes payable			-		-		75,000		-		75,000
	Proceeds from issuance of common stock			6,121		-		(1,471)		-		4,650
	Dividends paid to parent company			-		-		(254,300)		254,300		-
	Dividends paid			(55,631)		-		-		-		(55,631)
	Net payments for repurchase of common stock			(250,393)		-		3		(20)		(250,410)
	Payments related to tax withholding for share-based compensation			(4,077)		-		(152)		-		(4,229)
Net cash (used in) provided by financing activities				(303,980)		-		2,111,360		321,420		2,128,800
Net decrease in cash and due from banks, and restricted cash				10,728		-		(3,394)		(10,903)		(3,569)
Cash and due from banks, and restricted cash at beginning of period				68,278		-		402,995		(68,022)		403,251
Cash and due from banks, and restricted cash at end of period			$	79,006	$	-	$	399,601	$	(78,925)	$	399,682

118

Condensed Consolidating Statement of Cash Flows (Unaudited)

				Six months ended June 30, 2018
								All other
				Popular, Inc.		PNA		subsidiaries		Elimination		Popular, Inc.
(In thousands)				Holding Co.		Holding Co.		and eliminations		entries		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 (reversal) 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			-		(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 debt 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 by (used in) 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)
	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)		-

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	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

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 34 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, 2019, the Corporation had a 16.20% interest in EVERTEC, Inc., whose operating subsidiaries provide 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, 2019, the Corporation recorded $ 3.6 million in earnings from its investment in EVERTEC, which had a carrying amount of $66 million as of the end of the quarter. Also, the Corporation had a 15.84% equity interest in Centro Financiero BHD León, S.A. (“BHD León”), one of the largest banking and financial services groups in the Dominican Republic. During the quarter ended June 30, 2019, the Corporation recorded $6.8 million in earnings from its investment in BHD León, which had a carrying amount of $143 million, as of the end of the quarter.

OVERVIEW

Table 1 provides selected financial data and performance indicators for the quarters and six months periods ended June 30, 2019 and 2018.

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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. No adjustments to net income are reflected for the quarter and six months period ended June 30, 2019. Refer to Table 29 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 month periods ended June 30, 2019 as compared with the same period in 2018, 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/or its agencies and municipalities and assets held by the Corporation’s international banking entities. To facilitate the comparison of all interest related to these assets, the interest income has been converted to a taxable equivalent basis, using the applicable statutory income tax rates for each period. The taxable equivalent computation considers the interest expense and other related expense disallowances required by Puerto Rico tax law. Thereunder, the exempt interest can be deducted up to the amount of taxable income. Net interest income on a taxable equivalent basis is a non-GAAP financial measure. Management believes that this presentation provides meaningful information since it facilitates the comparison of revenues arising from taxable and tax exempt sources.

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

Financial highlights for the quarter ended June 30, 2019

For the quarter ended June 30, 2019, the Corporation recorded net income of $ 171.1 million, compared to net income of $ 279.8 million for the same quarter of the previous year. The results for the second quarter of 2018, included the positive impact to net income of $158.5 million related to the FDIC Termination Agreement, as detailed in Table 29. Excluding the impact of the FDIC Termination Agreement, the adjusted net income for the second quarter of 2018 was $121.3 million. The results for the second quarter of 2019 reflect higher net interest income by $62.2 million mainly due to higher volume of debt securities and higher income from the auto loans portfolio, which increased as result of the acquisition and assumption from Reliable Financial Services, Inc. and Reliable Finance Holding Co. (“Reliable”), subsidiaries of Wells Fargo & Company, of certain assets and liabilities related to their auto finance business in Puerto Rico (the “Reliable Transaction”), discussed in Note 4 to the Consolidated Financial Statements, partially offset by higher interest expense on deposits. The provision for loan losses decreased by $19.9 million mainly in the BPPR segment as a result of improvements in the loss trends in the mortgage portfolio. Non-interest income was lower by $96.5 million mostly driven by the termination of the FDIC Shared-Loss Agreements during the second quarter of 2018. Operating expenses were higher by $25.3 million mainly due to personnel costs reflecting our increase in headcount, higher incentive related compensation and the effect of the Corporation’s profit sharing program.

Total assets at June 30, 2019 amounted to $50.6 billion, compared to $47.6 billion, at December 31, 2018. The increase of $3.0 billion was mainly due to higher investments in debt securities available-for-sale mostly due to purchases of mortgage-backed securities at BPPR, and a higher loan portfolio balance mostly driven by the growth in the auto loan portfolio.

Total deposits at June 30, 2019 increased by $2.3 billion when compared to deposits at December 31, 2018, mainly due to an increase in deposits from Puerto Rico public and private sectors at BPPR.

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Capital ratios continued to be strong. As of June 30, 2019, the Corporation’s common equity tier 1 capital ratio was 16.80%, while the total capital ratio was 19.39%. Refer to Table 8 for capital ratios.

Refer to the Operating Results Analysis and Financial Condition Analysis within this MD&A for additional discussion of significant quarterly variances and items impacting the financial performance of the Corporation.

As a financial services company, the Corporation’s earnings are significantly affected by general business and economic conditions in the markets which we serve. Lending and deposit activities and fee income generation are influenced by the level of business spending and investment, consumer income, spending and savings, capital market activities, competition, customer preferences, interest rate conditions and prevailing market rates on competing products.

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

The Corporation continuously monitors general business and economic conditions, industry-related indicators and trends, competition, interest rate volatility, credit quality indicators, loan and deposit demand, operational and systems efficiencies, revenue enhancements and changes in the regulation of financial services companies.

The description of the Corporation’s business contained in Item 1 of the Corporation’s 2018 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 Part II, 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.

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Table 1 - Financial Highlights

Financial Condition Highlights
		Ending balances at								Average for the six months ended
(In thousands)		June 30, 2019	December 31, 2018				Variance			June 30, 2019			June 30, 2018			Variance
Money market investments	$	3,172,116	$	4,171,048		$	(998,932)		$	4,312,815		$	6,942,416		$	(2,629,601)
Investment securities		17,038,098		13,595,130			3,442,968			14,908,256			11,067,767			3,840,489
Loans		27,059,773		26,559,311			500,462			26,612,951			24,146,632			2,466,319
Earning assets		47,269,987		44,325,489			2,944,498			45,834,022			42,156,815			3,677,207
Total assets		50,617,221		47,604,577			3,012,644			49,203,858			45,557,670			3,646,188
Deposits		42,059,837		39,710,039			2,349,798			41,123,717			37,372,794			3,750,923
Borrowings		1,604,670		1,537,673			66,997			2,301,207			2,001,276			299,931
Stockholders’ equity		5,719,834		5,435,057			284,777			5,605,181			5,329,958			275,223

Operating Highlights	Quarters ended June 30,								Six months ended June 30,
(In thousands, except per share information)		2019		2018			Variance			2019			2018			Variance
Net interest income	$	476,316	$	414,136		$	62,180		$	947,279		$	807,183		$	140,096
Provision for loan losses - non-covered loans		40,191		60,054			(19,863)			82,016			129,387			(47,371)
Provision for loan losses - covered loans		-		-			-			-			1,730			(1,730)
Non-interest income		138,326		234,809			(96,483)			274,756			348,306			(73,550)
Operating expenses		363,015		337,668			25,347			710,435			659,670			50,765
Income before income tax		211,436		251,223			(39,787)			429,584			364,702			64,882
Income tax expense (benefit)		40,330		(28,560)			68,890			90,553			(6,405)			96,958
Net income	$	171,106	$	279,783		$	(108,677)		$	339,031		$	371,107		$	(32,076)
Net income applicable to common stock	$	170,175	$	278,852		$	(108,677)		$	337,169		$	369,245		$	(32,076)
Net income per common share – Basic	$	1.77	$	2.74		$	(0.97)		$	3.46		$	3.63		$	(0.17)
Net income per common share – Diluted	$	1.76	$	2.73		$	(0.97)		$	3.45		$	3.62		$	(0.17)
Dividends declared per common share - Basic	$	0.30	$	0.25		$	0.05		$	0.60		$	0.50		$	0.10

				Quarters ended June 30,							Six months ended June 30,
Selected Statistical Information				2019			2018						2019			2018
Common Stock Data
End market price			$	54.24			45.21					$	54.24			45.21
Book value per common share at period end				58.63			51.22						58.63			51.22
Profitability Ratios
Return on assets				1.38	%		2.40	%					1.39	%		1.64	%
Return on common equity				12.31			20.84						12.24			14.10
Net interest spread				3.82			3.58						3.87			3.63
Net interest spread (taxable equivalent) - Non-GAAP				4.21			3.88						4.24			3.93
Net interest margin				4.11			3.81						4.16			3.85
Net interest margin (taxable equivalent) - Non-GAAP				4.50			4.11						4.53			4.15
Capitalization Ratios
Average equity to average assets				11.24	%		11.56	%					11.39	%		11.70	%
Common equity Tier 1 capital				16.80			17.47						16.80			17.47
Tier I capital				16.80			17.47						16.80			17.47
Total capital				19.39			20.41						19.39			20.41
Tier 1 leverage				9.75			9.82						9.75			9.82

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CRITICAL ACCOUNTING POLICIES / ESTIMATES

The accounting and reporting policies followed by the Corporation and its subsidiaries conform to generally accepted accounting principles in the United States of America and general practices within the financial services industry. Various elements of the Corporation’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. These estimates are made under facts and circumstances at a point in time and changes in those facts and circumstances could produce actual results that differ from those estimates.

Management has discussed the development and selection of the critical accounting policies and estimates with the Corporation’s Audit Committee. The Corporation has identified as critical accounting policies those related to: (i) Fair Value Measurement of Financial Instruments; (ii) Loans and Allowance for Loan Losses; (iii) Loans Acquired with Deteriorated Credit Quality Accounted for Under ASC 310-30; (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 2018 Form 10-K. Also, refer to Note 2 to the Consolidated Financial Statements included in the 2018 Form 10-K for a summary of the Corporation’s significant accounting policies, including those related to business combinations, and to Note 3 to the Consolidated Financial Statements included in this Form 10Q for information on recently adopted accounting standard updates.

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OPERATING RESULTS ANALYSIS

NET INTEREST INCOME

Net interest income was $476.3 million for the second quarter of 2019, an increase of $62.2 million when compared to $414.1 million for the same quarter of 2018. Taxable equivalent net interest income was $521.6 million for the second quarter of 2019, an increase of $75.6 million when compared to $446.0 million for the same quarter of 2018. The increase in $13.4 million in the taxable equivalent adjustment is directly related to a higher volume of tax-exempt investments acquired in P.R. Net interest margin for the second quarter of 2019 was 4.11%, an increase of 30 basis points when compared to 3.81% for the same quarter of the previous year. Net Interest margin, on a taxable equivalent basis, for the second quarter of 2019 was 4.50%, an increase of 39 basis points when compared to 4.11% for the same quarter of 2018.The increase in net interest margin is mostly related to the deployment of excess liquidity to acquire the Reliable portfolio and the increase of approximately $4.7 billion in investment securities, thereby improving the asset yield. The detailed variances of the increase in net interest income are described below:

Positive variances:

Higher interest income from investment securities due to a higher volume of U.S. Treasuries and agencies related to recent purchases to deploy liquidity and benefit from the Puerto Rico tax exemption of these assets and higher yield, driven mostly by the interest rate environment; and

Higher interest income from loans:

Commercial loans, driven by higher volume of loans mainly in the U.S. portfolio and the commercial loans acquired in the Reliable Transaction. Also improved yields related to the effect on the variable rate portfolio of the above-mentioned rise in interest rates and the origination in a higher interest rate environment and the amortization of the fair value discount of the portfolio acquired;

Lease portfolio due to improved origination activity at Popular Auto; and

Higher volume of auto loans mainly due to the Reliable Transaction, including the amortization of the fair value discount of $10.3 million, and improved activity in auto loan financing in Puerto Rico.

Negative variances:

Lower interest income from money market investments due to the the use of excess liquidity to acquire the Reliable portfolio and investment securities, partially offset by higher yield related to the cumulative impact of the four Federal Reserve interest rate increases that occurred in 2018. The average yield of the money market investments portfolio increased 59 basis points when compared to the same period in 2018, partially offset by lower volume by $4.3 billion, due to, as mentioned above, the acquisition of the Reliable portfolio and investment securities, mostly in Puerto Rico; and

Higher interest expense on deposits mainly due to higher cost in the U.S. by 42 basis points and 34 basis points in P.R. driven by higher volume through the direct digital channel at Popular Bank and higher cost of P.R. government deposits.

Interest income for the quarter ended June 30, 2019, included the amortization of deferred loans fees, prepayment penalties, late fees and the amortization of premium/discounts, amounting to $14.3 million or an increase of $9.6 million mainly due to the fair value discount amortization related to the Reliable Transaction.

Due to the Corporation’s current asset sensitive position, the recent drop of 25 bps of the fed funds rate by the Federal Open Market Committee (“FOMC”) on July 31, 2019 and further expectation of lower interest rates will negatively impact our future results. See the Risk Management: Market / Interest Rate Risk section of this MD&A for additional information related to the Corporation’s interest rate risk.

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	Table 2 - Analysis of Levels & Yields on a Taxable Equivalent Basis for Continuing Operations (Non-GAAP)
	Quarters ended June 30,
																					Variance
	Average Volume					Average Yields / Costs								Interest							Attributable to
	2019		2018	Variance		2019		2018		Variance					2019		2018		Variance		Rate		Volume
	(In millions)														(In thousands)
$	3,759	$	8,048	$	(4,289)	2.40	%	1.81	%	0.59	%	Money market investments		$	22,535	$	36,392	$	(13,857)	$	9,457	$	(23,314)
	15,835		11,133		4,702	3.29		2.86		0.43		Investment securities			129,852		79,523		50,329		13,421		36,908
	70		76		(6)	7.24		7.58		(0.34)		Trading securities			1,265		1,433		(168)		(64)		(104)
												Total money market,
													investment and trading
	19,664		19,257		407	3.13		2.44		0.69			securities		153,652		117,348		36,304		22,814		13,490
												Loans:
	12,156		11,537		619	6.14		5.94		0.20			Commercial		186,005		170,768		15,237		5,875		9,362
	806		918		(112)	6.74		6.28		0.46			Construction		13,544		14,360		(816)		1,014		(1,830)
	972		850		122	6.07		5.99		0.08			Leasing		14,758		12,732		2,026		177		1,849
	7,113		7,109		4	5.36		5.36		-			Mortgage		95,250		95,194		56		12		44
	2,864		2,856		8	11.95		11.52		0.43			Consumer		85,292		82,040		3,252		2,792		460
	2,822		949		1,873	9.62		8.55		1.07			Auto		67,722		20,230		47,492		2,842		44,650
	26,733		24,219		2,514	6.94		6.54		0.40		Total loans			462,571		395,324		67,247		12,712		54,535
$	46,397	$	43,476	$	2,921	5.32	%	4.73	%	0.59	%	Total earning assets		$	616,223	$	512,672	$	103,551	$	35,526	$	68,025
												Interest bearing deposits:
$	14,953	$	12,476	$	2,477	1.05	%	0.51	%	0.54	%		NOW and money market [1]	$	39,252	$	15,748	$	23,504	$	20,052	$	3,452
	10,067		9,472		595	0.42		0.33		0.09			Savings		10,452		7,760		2,692		2,058		634
	7,827		7,749		78	1.47		1.12		0.35			Time deposits		28,745		21,720		7,025		7,246		(221)
	32,847		29,697		3,150	0.96		0.61		0.35		Total deposits			78,449		45,228		33,221		29,356		3,865
	242		361		(119)	2.75		1.94		0.81		Short-term borrowings			1,656		1,752		(96)		574		(670)
												Other medium and
	1,206		1,601		(395)	4.85		4.94		(0.09)			long-term debt		14,558		19,734		(5,176)		(620)		(4,556)
												Total interest bearing
	34,295		31,659		2,636	1.11		0.85		0.26			liabilities		94,663		66,714		27,949		29,310		(1,361)
	8,868		8,966		(98)							Demand deposits
	3,234		2,851		383							Other sources of funds
$	46,397	$	43,476	$	2,921	0.82	%	0.62	%	0.20	%	Total source of funds			94,663		66,714		27,949		29,310		(1,361)
												Net interest margin/
						4.50	%	4.11	%	0.39	%		income on a taxable equivalent basis (Non-GAAP)		521,560		445,958		75,602	$	6,216	$	69,386
						4.21	%	3.88	%	0.33	%	Net interest spread
												Taxable equivalent adjustment			45,245		31,822		13,423
												Net interest margin/ income
						4.11	%	3.81	%	0.30	%		non-taxable equivalent basis (GAAP)	$	476,315	$	414,136	$	62,179
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.

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Net interest income for the six months period ended June 30, 2019 was $947.3 million, compared to $807.2 million for the same period of 2018. Taxable equivalent net interest income was $1.0 billion for the six months ended June 30, 2019, an increase of $161.1 million when compared to the $871.0 million for the same period of 2018. Net interest margin was 4.16%, an increase of 31 basis points when compared to 3.85% for the same period in 2018. Net interest margin, on a taxable equivalent basis, for the six months ended June 30, 2019 was 4.53%, an increase of 38 basis points when compared to the 4.15% for the same period of 2018. 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 investment securities mainly due to the acquisition of U.S. Treasuries and agencies, in part to deploy excess liquidity and benefit from the Puerto Rico tax exemption of these assets;

Higher interest income from commercial loans, driven by higher volumes in the U.S. and loans acquired in the Reliable Transaction; and

Higher interest income in the auto and lease portfolios in P.R. due to both the loans acquired in 2018 and the organic growth at Popular Auto.

Negative variances:

Lower interest income from money market investments due to the use of excess liquidity to acquire the Reliable portfolio and investment securities; and

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.

Interest income for the six months ended June 30, 2019, included the amortization of deferred loans fees, prepayment penalties, late fees and the amortization of premium/discounts, amounting to $30.5 million income, compared with $8.0 million income for the same period in 2018. The increase is driven by $22.8 million of fair value discount amortization related to the Reliable Transaction.

127

Table 3 - Analysis of Levels & Yields on a Taxable Equivalent Basis from Continuing Operations (Non-GAAP)
Six months ended June 30,
																					Variance
Average Volume						Average Yields / Costs								Interest							Attributable to
	2019		2018	Variance		2019		2018		Variance					2019		2018		Variance		Rate		Volume
	(In millions)														(In thousands)
$	4,313	$	6,942	$	(2,629)	2.42	%	1.70	%	0.72	%	Money market investments		$	51,755	$	58,677	$	(6,922)	$	19,730	$	(26,652)
	14,840		10,990		3,850	3.26		2.88		0.38		Investment securities			240,662		158,065		82,597		24,908		57,689
	68		78		(10)	7.62		7.38		0.24		Trading securities			2,554		2,834		(280)		86		(366)
												Total money market,
													investment and trading
	19,221		18,010		1,211	3.09		2.45		0.64			securities		294,971		219,576		75,395		44,724		30,671
												Loans:
	12,110		11,503		607	6.14		5.91		0.23			Commercial		368,742		337,078		31,664		13,479		18,185
	806		911		(105)	6.79		6.18		0.61			Construction		27,168		27,931		(763)		2,625		(3,388)
	958		835		123	6.07		5.99		0.08			Leasing		29,089		25,009		4,080		349		3,731
	7,124		7,091		33	5.35		5.32		0.03			Mortgage		190,418		188,601		1,817		968		849
	2,839		2,871		(32)	11.94		11.27		0.67			Consumer		168,073		160,392		7,681		8,855		(1,174)
	2,776		935		1,841	9.83		8.45		1.38			Auto		135,305		39,187		96,118		7,396		88,722
	26,613		24,146		2,467	6.95		6.48		0.47		Total loans			918,795		778,198		140,597		33,672		106,925
$	45,834	$	42,156	$	3,678	5.33	%	4.76	%	0.57	%	Total earning assets		$	1,213,766	$	997,774	$	215,992	$	78,396	$	137,596
												Interest bearing deposits:
$	14,504	$	11,838	$	2,666	1.02	%	0.46	%	0.56	%		NOW and money market [1]	$	73,028	$	27,245	$	45,783	$	38,383	$	7,400
	9,958		9,110		848	0.41		0.29		0.12			Savings		20,361		12,962		7,399		5,535		1,864
	7,752		7,723		29	1.45		1.14		0.31			Time deposits		55,886		43,709		12,177		12,877		(700)
	32,214		28,671		3,543	0.93		0.59		0.34		Total deposits			149,275		83,916		65,359		56,795		8,564
	245		421		(176)	2.68		1.80		0.88		Short-term borrowings			3,256		3,765		(509)		1,417		(1,926)
												Other medium and
	1,213		1,580		(367)	4.82		4.97		(0.15)			long-term debt		29,138		39,064		(9,926)		(1,901)		(8,025)
												Total interest bearing
	33,672		30,672		3,000	1.09		0.83		0.26			liabilities		181,669		126,745		54,924		56,311		(1,387)
	8,910		8,702		208							Demand deposits
	3,252		2,782		470							Other sources of funds
$	45,834	$	42,156	$	3,678	0.80	%	0.61	%	0.19	%	Total source of funds			181,669		126,745		54,924		56,311		(1,387)
						4.53	%	4.15	%	0.38	%	Net interest margin/ income on a taxable equivalent basis (Non-GAAP)			1,032,097		871,029		161,068	$	22,085	$	138,983
						4.24	%	3.93	%	0.31	%	Net interest spread
												Taxable equivalent adjustment			84,818		63,846		20,972
						4.16	%	3.85	%	0.31	%	Net interest margin/ income		$	947,279	$	807,183	$	140,096
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.

128

Provision for Loan Losses

The following discussion with respect to the provision for loan losses includes the provision for loans previously classified as “covered” as a result of the FDIC Shared-Loss Agreements, which were terminated during the second quarter of 2018.

The Corporation’s provision for loan losses was $40.2 million for the quarter ended June 30, 2019, compared to $60.1 million for the quarter ended June 30, 2018, a decrease of $19.9 million, mostly related to the BPPR segment.

The provision for loan losses for the BPPR segment was $29.0 million for the quarter ended June 30, 2019, compared to $44.4 million for the quarter ended June 30, 2018, a decrease of $15.4 million The decrease in the provision was mostly due to improvements in the loss trends of the mortgage portfolio.

The Popular U.S. segment continued to reflect strong growth and favorable credit quality metrics. The provision for loan losses for this segment amounted to $11.2 million for the quarter ended June 30, 2019, compared to $15.6 million for the same quarter in 2018.

The Corporation’s total provision for loan losses was $82.0 million for the six months ended June 30, 2019, compared to $131.1 million for the six months ended June 30, 2018, a decrease of $49.1 million.

The provision for loan losses for the BPPR segment totaled $60.4 million for the six months ended June 30, 2019, compared to $102.9 million for the same period in 2018, a decrease of $42.5 million. The decrease in the provision for the six months ended June 30, 2019 was mainly due to incremental reserves for two large commercial borrowers in the same period in 2018, coupled with the above-mentioned improvement in the mortgage portfolio.

The provision for loan losses for the Popular U.S. segment amounted to $21.6 million for the six months ended June 30, 2019, compared to $28.3 million for the same period in 2018, a decrease of $6.7 million, mostly related to lower charge-offs from 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.

129

Non-Interest Income

Non-interest income amounted to $138.3 million for the quarter ended June 30, 2019, compared to $234.8 million for the same quarter of the previous year. Excluding the variance resulting from the FDIC loss share income of $102.8 million recognized as a result of the termination of the FDIC Shared-Loss Agreements in May 2018, discussed in Note 10, non-interest income increased by $6.3 million primarily driven by:

higher service charges on deposit accounts by $2.5 million due to higher fees on transactional cash management services at BPPR;

higher other service fees by $11.2 million mainly due to higher credit card fees by $2.1 million as a result of higher interchange transactional volumes, higher insurance fees by $4.2 million mainly due to $3.5 million in contingent commissions received during the second quarter of 2019, and higher other fees by $3.4 million mainly due to retail auto loan servicing fee income resulting from the servicing agreement entered into in connection with the Reliable Transaction, as discussed in Note 4;

favorable variance in adjustments to indemnity reserves of $2.4 million due to the release of a $4.4 million reserve established in connection with a 2013 transaction, partially offset by higher provision related to other loans previously sold with credit recourse at BPPR; and

higher other operating income by $1.4 million mainly due to $1.8 million in other income related to recoveries of previously charged-off loans from the portfolio acquired as part of the Reliable Transaction and higher net earnings from the portfolio of investments under the equity method by $0.8 million, partially offset by lower modification fees received from FNMA;

Partially offset by:

lower income from mortgage banking activities by $11.8 million mainly due to higher unfavorable fair value adjustments on mortgage servicing rights driven in part by an increase in estimated prepayments and lower earnings rate due to lower interest rates as well as the combined effect of an improvement in early delinquency composition of the serviced portfolio resulting in lower late fees and delays in foreclosure activity.

Non-interest income amounted to $274.8 million for the six months ended June 30, 2019, compared to $348.3 million for the same period of the previous year. Excluding the unfavorable variance on the FDIC loss share income of $94.7 million, non-interest income increased by $21.2 million primarily driven by:

higher service charges on deposit accounts by $4.8 million due to higher fees on transactional cash management services at BPPR;

higher other service fees by $14.9 million mainly due to higher credit card fees by $2.7 million as a result of higher interchange transactional volumes, higher insurance fees by $4.4 million mainly due to $3.5 million in contingent commissions received during the second quarter of 2019, and higher other fees by $7.2 million mainly due to retail auto loan servicing fee income;

favorable variance in adjustments to indemnity reserves of $5.2 million due to the aforementioned reserve release of $4.4 million and lower provision related to other loans previously sold with credit recourse at BPPR; and

higher other operating income by $7.1 million mainly due to $3.4 million in other income related to recoveries of previously charged-off loans from the portfolio acquired as part of the Reliable Transaction and higher net earnings from the portfolio of investments under the equity method by $3.0 million;

Partially offset by:

lower income from mortgage banking activities by $14.0 million mainly due to higher unfavorable fair value adjustments on mortgage servicing rights as previously indicated.

130

Operating Expenses

Operating expenses amounted to $363.0 million for the quarter ended June 30, 2019, an increase of $25.3 million when compared with the same quarter of 2018, driven primarily by:

Higher personnel cost by $17.2 million, largely impacted by a higher headcount mainly due to the Reliable Transaction, reflecting higher salaries by $8.2 million, higher commission, incentives and other bonuses by $2.6 million and higher other personnel cost by $5.3 million, which includes the impact of the increase in profit-sharing plan accrual of $3.3 million;

Higher equipment expenses by $3.5 million due to higher technology initiatives, software and maintenance expenses;

Higher business promotions by $2.3 million due to higher seasonal advertising cost, expenses associated with the transition of the Reliable brand and higher customer reward program expense; and

Higher other operating expenses by $5.2 million due to higher pension plan costs by $3.5 million and higher provision for unused commitments by $2.2 million.

These increases were partially offset by:

Lower OREO expenses by $5.7 million due to higher gains on sale of mortgage properties at BPPR by $3.5 million and lower write-downs on valuation of mortgage properties by $2.6 million.

Operating expenses amounted to $710.4 million for the six months ended June 30, 2019, increased by $50.8 million when compared with the same period of 2018, driven primarily by:

Higher personnel cost by $34.4 million, largely impacted by a higher headcount mainly due to the Reliable Transaction, due to higher salaries by $14.2 million, higher commission, incentives and other bonuses by $7.1 million and higher other personnel cost by $12.3 million, which includes the impact of the increase in profit-sharing plan accrual of $6.9 million;

Higher equipment expenses by $6.0 million due to higher technology initiatives, software and maintenance expenses;

Higher professional fees by $5.8 million due to higher programing, processing and other technology by $15.4 million, partially offset by lower legal fees by $2.7 million and lower professional and advisory expenses as a result of $8.1 million associated with the Termination Agreement with the FDIC during 2018;

Higher business promotions by $5.0 million due to higher advertising cost, expenses associated with the transition of the Reliable brand and higher customer reward program expense; and

Higher other operating expenses by $7.8 million mostly due to higher pension plan costs by $7.0 million, higher credit and debit card processing expenses by $3.9 million as a result of incentive received during 2018 from exceeding volume targets, higher provision for unused commitments by $1.4 million and $1.3 million related to post-retirement healthcare benefits, partially offset by lower operational losses by $9.3 million.

These increases were partially offset by:

Lower FDIC deposit insurance by $3.8 million due to the termination of the temporary surcharge assessed by the FDIC to raise its Reserve Ratio; and

Lower OREO expenses by $9.2 million due to higher gains by $5.6 million mainly on sale on mortgage properties and lower write-downs on valuation of mortgage properties by $3.7 million.

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Table 4 - Operating Expenses
		Quarters ended June 30,							Six months ended June 30,
(In thousands)		2019		2018		Variance			2019		2018		Variance
Personnel costs:
	Salaries	$	86,161	$	78,008	$	8,153	$	170,611	$	156,405	$	14,206
	Commissions, incentives and other bonuses		22,636		20,004		2,632		48,397		41,320		7,077
	Pension, postretirement and medical insurance		10,406		9,363		1,043		20,167		19,292		875
	Other personnel costs, including payroll taxes		22,296		16,957		5,339		45,441		33,167		12,274
	Total personnel costs		141,499		124,332		17,167		284,616		250,184		34,432
Net occupancy expenses			23,299		22,425		874		46,836		45,227		1,609
Equipment expenses			21,323		17,775		3,548		41,028		34,981		6,047
Other taxes			12,577		10,876		1,701		24,239		21,778		2,461
Professional fees:
	Collections, appraisals and other credit related fees		4,741		4,228		513		8,465		7,286		1,179
	Programming, processing and other technology services		61,033		54,547		6,486		121,211		105,852		15,359
	Legal fees, excluding collections		4,446		4,907		(461)		7,935		10,670		(2,735)
	Other professional fees		25,028		30,221		(5,193)		45,103		53,080		(7,977)
	Total professional fees		95,248		93,903		1,345		182,714		176,888		5,826
Communications			5,955		5,382		573		11,804		11,288		516
Business promotion			19,119		16,778		2,341		33,793		28,787		5,006
FDIC deposit insurance			5,278		7,004		(1,726)		10,084		13,924		(3,840)
Other real estate owned (OREO) expenses			1,237		6,947		(5,710)		3,914		13,078		(9,164)
Other operating expenses:
	Credit and debit card processing, volume and interchange expenses		9,900		9,635		265		18,123		14,243		3,880
	Operational losses		4,778		9,001		(4,223)		9,666		18,925		(9,259)
	All other		20,431		11,286		9,145		38,935		25,718		13,217
	Total other operating expenses		35,109		29,922		5,187		66,724		58,886		7,838
Amortization of intangibles			2,371		2,324		47		4,683		4,649		34
Total operating expenses		$	363,015	$	337,668	$	25,347	$	710,435	$	659,670	$	50,765

INCOME TAXES

For the quarter ended June 30, 2019, the Corporation recorded income tax expense of $40.3 million, compared to an income tax benefit of $28.6 million for the same quarter of the previous year. The increase in income tax expense was primarily due to an income tax benefit of $108.9 million recognized during the second quarter of 2018 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.

For the six months period ended June 30, 2019 income tax expense amounted to $90.6 million, compared to an income tax benefit of $6.4 million for the same period of 2018. The increase in income tax expense is mainly due to the impact of the Tax Closing Agreement entered into in connection with the FDIC transaction during 2018, as explained above.

Effective for taxable years beginning after December 31,2018, Act No. 257 of 2018, which amended the Puerto Rico Internal Revenue Code reduce the Puerto Rico income tax rate from 39% to 37.5%.

At June 30, 2019, the Corporation had a DTA amounting to $0.9 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 32 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.

132

REPORTABLE SEGMENT RESULTS

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

For a description of the Corporation’s reportable segments, including additional financial information and the underlying management accounting process, refer to Note 34 to the Consolidated Financial Statements.

As discussed in Note 34, effective on January 1, 2019, the Corporation’s management changed the measurement basis for its reportable segments. Historically, for management reporting purposes, the Corporation had reversed the effect of the intercompany billings from itself, as holding company, to its subsidiaries for certain services or expenses incurred on their behalf. In addition, the Corporation used to reflect an income tax expense allocation for several of its subsidiaries which are Limited Liability Companies (“LLCs”) and had made an election to be treated as pass through entities for income tax purposes. The Corporation’s management has determined to discontinue making these adjustments, effective on January 1, 2019, for purposes of its management and reportable segment reporting. The Corporation reflected these changes in the measurement of the reportable segments’ results prospectively beginning on January 1, 2019.

The Corporate group reported a net income of $3.3 million for the quarter ended June 30, 2019, compared with a net loss of $17.7 million for the same quarter of the previous year. The change was mostly driven by lower operating expenses by $24.6 million due to the corporate expense allocations to its subsidiaries as a result of the change in the segment reporting measurement discussed above. The Corporate group also recorded lower net interest expense by $4.3 million due to the repayment in 2018 of the $450 million, 7% Senior Notes due on 2019, net of the issuance of $300 million, 6.125% Senior Notes due on 2023, during the third quarter of 2018. For the six months ended June 30, 2019, the Corporate group reported a net income of $2.0 million, compared to a net loss of $36.2 million. The favorable variance is mainly due to lower operating expenses by $44.3 million, due to the change in segment reporting, and lower interest expense by $9.2 million due to the aforementioned changes in notes payable.

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 $157.5 million for the quarter ended June 30, 2019, compared with net income of $285.2 million for the same quarter of the previous year. Excluding the positive adjustments, net of tax, of $158.5 million resulting from the FDIC Termination Agreement in May 2018, discussed in Note 10 and detailed in Table 29, the net income for the BPPR segment increased by $30.8 million when compared to the same quarter of the previous year. The principal factors that contributed to the variance in the financial results include the following:

Higher net interest income by $58.8 million due to:

higher income from auto loans by $47.5 million mainly related to the portfolio acquired from Reliable, including the amortization of the fair value discount of $10.3 million, and the sustained growth of the auto loan portfolio in P.R.;

higher income from commercial loans by $10.0 million, mainly related to the portfolio acquired from Reliable and variable rate loans due to the increase in interest rates;

higher income from consumer loans by $2.8 million mainly related to higher volume and yields on the personal loans portfolio;

higher income from the lease portfolio by $2.0 million due to improved origination activity at Popular Auto; and

higher interest income from investments in debt securities by $36.4 million driven by higher volume and yields of U.S. Treasuries and mortgage backed securities;

Partially offset by:

133

lower income from money market investments by $12.9 million due to the deployment to acquire investment securities; and

higher cost of deposits by $26.6 million driven by the increase in average balances and higher cost of deposits, particularly from the public sector.

The net interest margin for the quarter ended June 30, 2019 was 4.37% compared to 4.07% for the same period in the previous year. The increase in net interest margin is driven by earning assets mix due to the deployment of excess liquidity to acquire the Reliable portfolio and the purchase of investment securities.

The total provision expense for the second quarter of 2019 was $28.8 million, compared to $44.4 million for the same quarter of the previous year. The decrease was mainly due to the improvements in the loss trends of the mortgage portfolio.

Non-interest income was lower by $96.8 million. Excluding the variance on the FDIC loss share income of $102.8 million, due to the termination of the FDIC Shared-Loss Agreements discussed in Note 10, non-interest income increased by $6.0 million. Significant variances were as follows:

Higher service charges on deposit accounts by $2.3 million due to due to higher fees on transactional cash management services;

higher other service fees by $11.8 million mainly due to retail auto loan servicing fee income resulting from the servicing agreement entered into in connection with the Reliable Transaction, higher credit card fees and higher contingent insurance commissions; and

positive variance in adjustments to indemnity reserves of $2.4 million due to the release of a $4.4 million reserve established in connection with a 2013 transaction, offset by higher provision related to other loans previously sold with credit recourse; partially offset by:

lower income from mortgage banking activities by $11.8 million, mainly due to an unfavorable variance in the fair value of the mortgage servicing rights.

Higher operating expenses by $44.4 million due to:

higher personnel costs by $11.2 million, due to a higher headcount mainly due to the Reliable Transaction, higher incentives and the impact of the profit sharing plan;

higher equipment expenses by $3.3 million due to higher technology initiatives, software and maintenance expenses;

higher professional services expenses by $3.1 million, mainly due to programming, processing and other technology services, partially offset by lower legal and consulting fees related to the FDIC Termination Agreement in 2018; and

higher other operating expenses by $30.6 million due to pension plan costs, higher provision for unused commitments and the variance of $23.5 million due to the change in segment reporting described above; partially offset by:

lower FDIC deposit insurance expense by $2.4 million due to the termination of the temporary surcharge assessed by the FDIC to raise its Reserve Ratio; and

lower OREO expenses by $5.8 million due to higher gains on sales and lower write-downs on the valuation of mortgage properties.

Higher income tax expense by $60.9 million mainly due to the net tax benefit of $63.9 million recorded in 2018 in connection with the FDIC Termination Agreements, as discussed in Note 32 to the Consolidated Financial Statements.

134

For the BPPR segment, net income for the six months ended June 30, 2019 amounted to $314.2 million, compared with net income of $376.5 million for the same period of the previous year. Excluding the positive adjustments, net of tax, of $158.5 million resulting from the FDIC Termination Agreement discussed above, the net income for the BPPR segment increased by $96.2 million when compared to the same period of the previous year. The principal factors that contributed to the variance in the financial results include the following:

Higher net interest income by $133.9 million due to:

higher income from commercial loans by $21.6 million, mainly related to the portfolio acquired from Reliable and variable rate loans due to the increase in interest rates;

higher income from the consumer loans portfolio by $7.8 million due to higher volume and yields from personal loans and higher yields from credit cards;

higher income from the lease portfolio by $4.1 million due to improved origination activity at Popular Auto;

higher income from auto loans by $96.1 million mainly related to the portfolio acquired from Reliable, including the amortization of the fair value discount of $22.0 million, and the sustained growth of the auto loan portfolio in P.R.; and

higher interest income from investments in debt securities by $61.0 million driven by higher volume and yields of U.S. Treasuries and mortgage backed securities;

Partially offset by:

lower income from money market investments by $6.5 million due to the deployment to acquire investment securities; and

higher cost of deposits by $51.5 million driven by the increase in average balances and higher cost of deposits, particularly from the public sector.

The net interest margin for the six months ended June 30, 2019 was 4.43% compared to 4.11% for the same period in the previous year. The increase in net interest margin is driven by earning assets mix due to the deployment of excess liquidity to acquire the Reliable portfolio and the purchase of investment securities.

The total provision expense for the six months ended June 30, 2019 was $60.2 million, compared to $102.9 million for the same period of the previous year. The decrease was mainly due to incremental reserves for two large commercial borrowers in 2018, coupled with the improvements in the loss trends of the mortgage portfolio, mentioned above.

Non-interest income of $244.2 million was lower by $72.7 million, compared to 2018. Excluding the variance on the FDIC loss share income of $94.7 million, due to the termination of the FDIC Shared-Loss Agreements discussed in Note 10, non-interest income increased by $22.0 million. Significant variances were as follows:

Higher service charges on deposit accounts by $4.1 million due to higher fees on transactional cash management services;

higher other service fees by $15.2 million mainly due to retail auto loan servicing fees received, higher credit card fees and higher contingent insurance commissions;

positive variance in adjustments to indemnity reserves of $5.2 million due to the $4.4 million reserve release discussed above; and

higher other operating income by $10.2 million due mainly to $3.4 million in other income related to recoveries of previously charged-off loans from the portfolio acquired as part of the Reliable Transaction and higher net earnings from the portfolio of investments under the equity method by $6.3 million;

135

Partially offset by:

lower income from mortgage banking activities by $14.0 million, due to the unfavorable variance in the fair value of the mortgage servicing rights.

Higher operating expenses by $85.9 million due to:

higher personnel costs by $22.7 million, due to a higher headcount mainly due to the Reliable Transaction, higher incentives and the impact of the profit sharing plan;

higher equipment expenses by $5.8 million due to higher technology initiatives, software and maintenance expenses;

higher professional services expenses by $8.5 million due to programming, processing and other technology expenses, partially offset by lower legal, consulting and advisory fees, including those related to the FDIC Termination Agreement in 2018;

higher business promotion expenses by $5.2 million due to advertising costs and customer rewards program expense; and

higher other operating expenses by $54.1 million due to higher pension plan costs, higher credit and debit card processing expenses as a result of a volume incentive received during 2018 and the variance of $43.8 million due to the change in segment reporting described above; partially offset by:

lower FDIC deposit insurance expense by $4.8 million due to the termination of the temporary surcharge assessed by the FDIC to raise its Reserve Ratio; and

lower OREO expenses by $8.6 million due to higher gains on sales and lower write-downs on the valuation of mortgage properties.

Higher income tax expense by $80.5 million mainly due to higher taxable income and the net tax benefit of $63.9 million recorded in 2018 in connection with the FDIC Termination Agreements, as discussed above.

Popular U.S.

For the quarter ended June 30, 2019, the reportable segment of Popular U.S. reported a net income of $10.9 million, compared with a net income of $12.6 million for the same quarter of the previous year. The factors that contributed to the variance in the financial results included the following:

Lower net interest income by $0.8 million due to higher interest expense on deposits, mainly from the digital deposit channel, partially offset by higher interest income from commercial loans due to continued loan growth. For the second quarter of 2019, the net interest margin for the Popular U.S. segment was 3.43%, compared to 3.47% for the same period of the previous year.

Lower provision for loan losses by $4.4 million; and

Higher operating expenses by $5.8 million mainly due to higher personnel costs by $4.2 million driven by higher salaries and incentives, including the impact of the profit sharing plan.

For the six months ended June 30, 2019, the reportable segment of Popular U.S. reported a net income of $23.1 million, compared with a net income of $30.7 million for the same period of the previous year. The factors that contributed to the variance in the financial results included the following:

Lower net interest income by $3.0 million due to higher interest expense on deposits, offset by higher interest income from commercial loans, as discussed above. For the six months ended June 30, 2019, the net interest margin for the Popular U.S. segment was 3.41%, compared to 3.53% for the same period of the previous year.

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Lower provision for loan losses by $6.7 million;

Higher operating expenses by $9.2 million mainly due to higher personnel costs by $6.6 million due to the factors mentioned above and higher other operating expenses due to the change in reportable segments discussed above; and

Income tax unfavorable variance of $4.0 million due mainly to higher taxable income.

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FINANCIAL CONDITION ANALYSIS

Assets

The Corporation’s total assets were $50.6 billion at June 30, 2019, compared to $47.6 billion at December 31, 2018. 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 $3.2 billion at June 30, 2019, compared to $4.2 billion at December 31, 2018. The decrease was mainly due to the deployment of liquidity to purchase debt securities available-for-sale.

Debt securities available-for-sale increased by $3.4 billion to $16.7 billion at June 30, 2019. The increase was mainly due to the purchases of mortgage-backed securities and U.S. Treasury securities at BPPR, partially offset by maturities and paydowns. Refer to Note 6 to the Consolidated Financial Statements for additional information with respect to the Corporation’s debt securities available-for-sale.

Loans

Refer to Table 5 for a breakdown of the Corporation’s loan portfolio, the principal category of earning assets. Also, refer to Note 8 for detailed information about the Corporation’s loan portfolio composition and loan purchases and sales.

Loans held-in-portfolio increased by $0.5 billion to $ 27.0 billion at June 30, 2019 mainly driven by growth of auto loans and leases at the BPPR segment coupled with an increase of commercial loans at PB.

Table 5 - Loans Ending Balances
(In thousands)		June 30, 2019		December 31, 2018		Variance
Loans held-in-portfolio:
Commercial	$	12,216,603	$	12,043,019	$	173,584
Construction		825,419		779,449		45,970
Legacy^[1]		23,893		25,949		(2,056)
Lease financing		991,546		934,773		56,773
Mortgage		7,198,959		7,235,258		(36,299)
Auto		2,796,403		2,608,785		187,618
Consumer		2,952,922		2,880,656		72,266
Total loans held-in-portfolio		27,005,745		26,507,889		497,856
Loans held-for-sale:
Mortgage		54,028		51,422		2,606
Total loans held-for-sale		54,028		51,422		2,606
Total loans	$	27,059,773	$	26,559,311	$	500,462
[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.

Other assets

Other assets increased by $0.1 billion mainly due to the recognition of right-of-use assets as a result of the implementation of the new lease accounting standard, as discussed in Note 3, which required balance sheet recognition of operating lease contracts. Refer to Note 14 for a breakdown of the principal categories that comprise the caption of “Other Assets” in the Consolidated Statements of Financial Condition at June 30, 2019 and December 31, 2018.

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Liabilities

The Corporation’s total liabilities were $44.9 billion at June 30, 2019, compared to $42.2 billion at December 31, 2018.

Deposits and Borrowings

The composition of the Corporation’s financing sources to total assets at June 30, 2019 and December 31, 2018 is included in Table 6.

Table 6 - Financing to Total Assets
	June 30,		December 31,		% increase (decrease)		% of total assets
(In millions)		2019		2018	from 2018 to 2019		2019		2018
Non-interest bearing deposits	$	8,955	$	9,149	(2.1)	%	17.7	%	19.2	%
Interest-bearing core deposits		27,968		25,714	8.8		55.3		54.0
Other interest-bearing deposits		5,137		4,847	6.0		10.1		10.2
Repurchase agreements		233		282	(17.4)		0.5		0.6
Other short-term borrowings		160		-	N.M.		0.3		-
Notes payable		1,211		1,256	(3.6)		2.4		2.7
Other liabilities		1,233		922	33.7		2.4		1.9
Stockholders’ equity		5,720		5,435	5.2		11.3		11.4
N.M. - Not meaningful.

Deposits

The Corporation’s deposits totaled $42.1 billion at June 30, 2019, compared to $39.7 billion at December 31, 2018. The deposits increase of $2.4 billion was mainly due to an increase of $2.0 billion in Puerto Rico public sector deposits at BPPR. Refer to Table 7 for a breakdown of the Corporation’s deposits at June 30, 2019 and December 31, 2018.

Table 7 - Deposits Ending Balances
(In thousands)		June 30, 2019		December 31, 2018		Variance
Demand deposits^[1]		$	17,750,676	$	16,077,023	$	1,673,653
Savings, NOW and money market deposits (non-brokered)			16,011,646		15,616,247		395,399
Savings, NOW and money market deposits (brokered)			384,251		400,004		(15,753)
Time deposits (non-brokered)			7,816,939		7,500,544		316,395
Time deposits (brokered CDs)			96,325		116,221		(19,896)
Total deposits		$	42,059,837	$	39,710,039	$	2,349,798
[1]	Includes interest and non-interest bearing demand deposits.

Borrowings

The Corporation’s borrowings amounted to $1.6 billion at June 30, 2019, an increase of $0.1 billion from December 31, 2018, mainly due to an increase of $0.2 billion in other short-term borrowings due to Federal Home Loan Bank advances at PB, partially offset by a decrease in repurchase agreements. Refer to Note 17 to the Consolidated Financial Statements for detailed information on the Corporation’s borrowings. Also, refer to the Liquidity section in this MD&A for additional information on the Corporation’s funding sources.

Other liabilities

The Corporation’s other liabilities amounted to $1.2 billion at June 30, 2019, an increase of $0.3 billion when compared to December 31, 2018, mainly due to the recognition of operating lease liabilities, as discussed above, and unsettled purchases of securities transactions, partially offset by a decrease in the liability for rebooked GNMA loans sold with an option to repurchase.

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Stockholders’ Equity

Stockholders’ equity totaled $5.7 billion at June 30, 2019, an increase of $0.3 billion, principally due to the net income of $0.3 billion for the six months ended June 30, 2019 and higher unrealized gains on debt securities available-for-sale by $0.2 billion, offset by the impact of the $250 million accelerated share repurchase transaction and declared dividends of $58.0 million on common 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.

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REGULATORY CAPITAL

The Corporation, BPPR and PB are subject to regulatory capital requirements established by the Federal Reserve Board. The risk-based capital standards applicable to the Corporation, BPPR and PB (“Basel III capital rules”) are based on the final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee on Banking Supervision. As of June 30, 2019, 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, 2019 and December 31, 2018, 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, 2019			December 31, 2018
Common equity tier 1 capital:
	Common stockholders equity - GAAP basis	$	5,669,674		$	5,384,897
	AOCI related adjustments due to opt-out election		138,835			378,038
	Goodwill, net of associated deferred tax liability (DTL)		(592,622)			(596,695)
	Intangible assets, net of associated DTLs		(23,878)			(26,833)
	Deferred tax assets and other deductions		(437,537)			(507,896)
Common equity tier 1 capital		$	4,754,472		$	4,631,511
Additional tier 1 capital:
	Preferred stock		50,160			50,160
	Other additional tier 1 capital deductions		(50,160)			(50,160)
Additional tier 1 capital		$	-		$	-
Tier 1 capital		$	4,754,472		$	4,631,511
Tier 2 capital:
	Trust preferred securities subject to phase in as tier 2		373,737			373,737
	Other inclusions (deductions), net		358,791			348,951
Tier 2 capital		$	732,528		$	722,688
Total risk-based capital		$	5,487,000		$	5,354,199
Minimum total capital requirement to be well capitalized		$	2,829,859		$	2,740,372
Excess total capital over minimum well capitalized		$	2,657,141		$	2,613,827
Total risk-weighted assets		$	28,298,589		$	27,403,718
Total assets for leverage ratio		$	48,786,337		$	46,876,424
Risk-based capital ratios:
	Common equity tier 1 capital		16.80	%		16.90	%
	Tier 1 capital		16.80			16.90
	Total capital		19.39			19.54
	Tier 1 leverage		9.75			9.88

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, 2019, the Corporation, BPPR and PB continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

The decrease in the common equity Tier I capital ratio, Tier I capital ratio, total capital ratio, and leverage ratio as of June 30, 2019 as compared to December 31, 2018 was mainly attributed to higher risk weighted assets driven by the growth in auto loans and

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leases, the recognition of right-of-use assets as a result of the implementation of the new lease accounting standard, and higher available-for-sale debt securities. Also contributing to the decrease in capital ratios is the accelerated share repurchase transaction of $250 million completed on the first quarter of 2019, partially offset by the six months period earnings.

Simplifications to the Capital Rule Pursuant to the Economic Growth and Regulatory Paperwork Reduction Act of 1996

On July 9, 2019, the federal banking regulatory agencies issued a final rule that simplified several requirements in the agencies' regulatory capital rules. These rules, effective on April 1, 2020, simplify the regulatory capital requirement for mortgage servicing assets (MSAs), deferred tax assets arising from temporary differences and investments in the capital of unconsolidated financial institutions by raising the CET1 deduction threshold from 10% to 25%. The 15% CET 1 deduction threshold which applies to aggregate amount of such items would be eliminated. The rule also requires, among other changes, increasing from 100% to 250% the risk weight to MSAs and temporary difference DTAs not deducted from capital. For investments in the capital of unconsolidated financial institutions, the risk weight would be based on the exposure category of the investment. As a result of these rules, the Corporation’s risk-based capital ratios are expected to decrease driven by the change in risk weighting. On a pro forma basis as of June 30, 2019, the impact would have been a reduction of approximately 55 bps.

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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, 2019, and December 31, 2018.

Table 9 - Reconciliation of Tangible Common Equity and Tangible Assets

(In thousands, except share or per share information)		June 30, 2019			December 31, 2018
Total stockholders’ equity	$	5,719,834		$	5,435,057
Less: Preferred stock		(50,160)			(50,160)
Less: Goodwill		(671,122)			(671,122)
Less: Other intangibles		(23,878)			(26,833)
Total tangible common equity	$	4,974,674		$	4,686,942
Total assets	$	50,617,221		$	47,604,577
Less: Goodwill		(671,122)			(671,122)
Less: Other intangibles		(23,878)			(26,833)
Total tangible assets	$	49,922,221		$	46,906,622
Tangible common equity to tangible assets		9.96	%		9.99	%
Common shares outstanding at end of period		96,703,351			99,942,845
Tangible book value per common share	$	51.44		$	46.90

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OFF-BALANCE SHEET ARRANGEMENTS AND OTHER COMMITMENTS

In the ordinary course of business, the Corporation engages in financial transactions that are not recorded on the balance sheet, or may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a provider of financial services, the Corporation routinely enters into commitments with off-balance sheet risk to meet the financial needs of its customers. These commitments may include loan commitments and standby letters of credit. These commitments are subject to the same credit policies and approval process used for on-balance sheet instruments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position. Other types of off-balance sheet arrangements that the Corporation enters in the ordinary course of business include derivatives 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.

Contractual Obligations and Commercial Commitments

The Corporation has various financial obligations, including contractual obligations and commercial commitments, which require future cash payments on debt 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, 2019, 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 $361 million at June 30, 2019 of which approximately 41% mature in 2019, 31% in 2020, 13% in 2021 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 17 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, 2019.

Table 10 - Off-Balance Sheet Lending and Other Activities
		Amount of commitment - Expiration Period
(In thousands)	2019		Years 2020 - 2021		Years 2022 - 2023		Years 2024 - thereafter		Total
Commitments to extend credit	$	5,961,886	$	1,271,304	$	154,363	$	121,639	$	7,509,192
Commercial letters of credit		1,852		-		-		-		1,852
Standby letters of credit		15,743		63,203		-		-		78,946
Commitments to originate or fund mortgage loans		18,991		8,332		-		-		27,323
Total	$	5,998,472	$	1,342,839	$	154,363	$	121,639	$	7,617,313

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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 6 and 7 for further information on the debt securities available-for-sale and held-to-maturity portfolios. Debt securities classified as available-for-sale amounted to $16.7 billion as of June 30, 2019. Other assets subject to market risk include loans held-for-sale, which amounted to $54 million, mortgage servicing rights (“MSRs”) which amounted to $153 million and securities classified as “trading”, which amounted to $36 million, as of June 30, 2019.

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 -100, -200, +100, +200 and +400 basis points during the succeeding twelve-month period. Simulation analyses are based on many assumptions, including relative levels of market interest rates across all yield curve points and indexes, interest rate spreads, loan prepayments and deposit elasticity. Thus, they should not be relied upon as indicative of actual results. Further, the estimates do not contemplate actions that management could take to respond to changes in interest rates. By their nature, these forward-looking computations are only estimates and may be different from what may actually occur in the future. The following table presents the results of the simulations at June 30, 2019 and December 31, 2018, 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, 2019					December 31, 2018
(Dollars in thousands)		Amount Change	Percent Change			Amount Change	Percent Change
Change in interest rate
+400 basis points	$	120,997	6.36	%	$	151,871	8.12	%
+200 basis points		61,201	3.21			76,479	4.09
+100 basis points		31,546	1.66			39,234	2.10
-100 basis points		(18,893)	(0.99)			(26,305)	(1.41)
-200 basis points		(138,467)	(7.27)			(145,819)	(7.80)

At June 30, 2019, the simulations showed that the Corporation maintains an asset-sensitive position. This is primarily due to (i) a high level of money market and short-term investments that are highly sensitive to changes in interest rates, (ii) approximately 30% of the Corporation’s loan portfolio was comprised of variable rate loans, and (iii) low elasticity of the Corporation’s core deposit base. The asset sensitive position is more asymmetric in the more extreme -200 basis point scenario, as the Company does not expect it could lower deposit costs below zero. Due to the Corporation’s current asset sensitive position as detailed above, the recent drop of 25 bps of the fed funds rate by the FOMC and further expectation of lower interest rates will negatively impact our future results. However, other factors like balance sheet size, asset mix and the shape of the yield curve will also impact these results.

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, 2019, the Corporation held trading securities with a fair value of $36 million, representing approximately 0.1% of the Corporation’s total assets, compared with $38 million and 0.1%, respectively, at December 31, 2018. As shown in Table 12, the trading portfolio consists principally of mortgage-backed securities which at June 30, 2019 were investment grade securities. As of June 30, 2019, the trading portfolio also included $3 million in U.S. Treasury securities and $0.1 million in Puerto Rico government obligations ($6 million and $0.1 million as of December 31, 2018, 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 $422 thousand for the quarter ended June 30, 2019 and a net trading account gain of $21 thousand for the quarter ended June 30, 2018.

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Table 12 - Trading Portfolio
		June 30, 2019				December 31, 2018
(Dollars in thousands)		Amount	Weighted Average Yield^[1]			Amount	Weighted Average Yield^[1]
Mortgage-backed securities	$	28,041	5.37	%	$	27,257	5.49	%
U.S. Treasury securities		3,281	1.36			6,278	2.13
Collateralized mortgage obligations		698	5.74			659	5.62
Puerto Rico government obligations		133	0.62			134	0.26
Interest-only strips		468	12.05			484	12.05
Other		3,002	3.38			2,975	3.54
Total	$	35,623	4.91	%	$	37,787	4.85	%
[1] Not on a taxable equivalent basis.

The Corporation’s trading activities are limited by internal policies. For each of the two subsidiaries, the market risk assumed under trading activities is measured by the 5-day net value-at-risk (“VAR”), with a confidence level of 99%. The VAR measures the maximum estimated loss that may occur over a 5-day holding period, given a 99% probability.

The Corporation’s trading portfolio had a 5-day VAR of approximately $0.2 million for the last week in June 2019. 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 29 to the Consolidated Financial Statements in the 2018 Form 10-K. Also, Refer to the Critical Accounting Policies / Estimates in the 2018 Form 10-K for additional information on the accounting guidance and the Corporation’s policies or procedures related to fair value measurements.

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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 of Directors is responsible for establishing the Corporation’s tolerance for liquidity risk, including approving relevant risk limits and policies. The Board of Directors has delegated the monitoring of these risks to the Risk Management Committee and the Asset/Liability Management Committee. The management of liquidity risk, on a long-term and day-to-day basis, is the responsibility of the Corporate Treasury Division. The Corporation’s Corporate Treasurer is responsible for implementing the policies and procedures approved by the Board of Directors and for monitoring the Corporation’s liquidity position on an ongoing basis. Also, the Corporate Treasury Division coordinates corporate wide liquidity management strategies and activities with the reportable segments, oversees policy breaches and manages the escalation process. The Financial and Operational Risk Management Division is responsible for the independent monitoring and reporting of adherence with established policies.

An institution’s liquidity may be pressured if, for example, 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, 2019 and 83% at December 31, 2018. The ratio of total ending loans to deposits was 64% at June 30, 2019, compared to 67% at December 31, 2018. In addition to traditional deposits, the Corporation maintains borrowing arrangements, which amounted to approximately $1.6 billion at June 30, 2019 (December 31, 2018 - $1.5 billion). A detailed description of the Corporation’s borrowings, including their terms, is included in Note 17 to the Consolidated Financial Statements. Also, the Consolidated Statements of Cash Flows in the accompanying Consolidated Financial Statements provide information on the Corporation’s cash inflows and outflows.

The following sections provide further information on the Corporation’s major funding activities and needs, as well as the risks involved in these activities. Note 35 to the Consolidated Financial Statements provides consolidating statements of condition, of operations and of cash flows which separately presents the Corporation’s bank holding companies and its subsidiaries as part of the “All other subsidiaries and eliminations” column.

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.

Refer to Note 17 to the Consolidated Financial Statements, for additional information of the Corporation’s borrowing facilities available through its banking subsidiaries.

The principal uses of funds for the banking subsidiaries include loan originations, investment portfolio purchases, loan purchases and repurchases, repayment of outstanding obligations (including deposits), advances on certain serviced portfolios, and operational expenses. Also, the banking subsidiaries assume liquidity risk related to collateral posting requirements for certain activities mainly in connection with contractual commitments, recourse provisions, servicing advances, derivatives, credit card licensing agreements and support to several mutual funds administered by BPPR.

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

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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 $ 36.9 billion, or 88% of total deposits, at June 30, 2019, compared with $34.9 billion, or 88% of total deposits, at December 31, 2018. Core deposits financed 78% of the Corporation’s earning assets at June 30, 2019, compared with 79% at December 31, 2018.

The distribution by maturity of certificates of deposits with denominations of $100,000 and over at June 30, 2019 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	$	2,086,400
3 to 6 months		357,789
6 to 12 months		640,843
Over 12 months		1,587,597
Total	$	4,672,629

The Corporation had $ 0.5 billion in brokered deposits at June 30, 2019 and December 31, 2018, which financed approximately 1%, of its total assets. 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.

At June 30, 2019, 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) and 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.

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The principal use of these funds includes the repayment of debt, and interest payments to holders of senior debt and junior subordinated deferrable interest (related to trust preferred securities) and capitalizing its banking subsidiaries.

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.

The outstanding balance of notes payable at the BHC’s amounted to $680 million at June 30, 2019 and $679 million at December 31, 2018.

The contractual maturities of the BHC’s notes payable at June 30, 2019 are presented in Table 14.

Table 14 - Distribution of BHC's Notes Payable by Contractual Maturity

Year		(In thousands)
2023	$	294,673
Later years		384,889
Total	$	679,562

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. On July 1, 2019, Popular Securities received a capital contribution amounting to $4 million from Popular, Inc.

Dividends

During the six months ended June 30, 2019, the Corporation declared quarterly dividends on its outstanding common stock of $0.30 per share, for a year to date total of $58.0 million. The dividends for the Corporation’s Series A and Series B preferred stock amounted to $1.9 million. During the six months ended June 30, 2019, the BHC’s received dividends amounting to $250 million from BPPR, $5 million in dividends from its non-banking subsidiaries and $2 million in dividends from EVERTEC’s parent company.

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 $5.1 billion at June 30, 2019 and $4.3 billion at December 31, 2018. 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.

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Risks to Liquidity

Total lines of credit outstanding are not necessarily a measure of the total credit available on a continuing basis. Some of these lines could be subject to collateral requirements, standards of creditworthiness, leverage ratios and other regulatory requirements, among other factors. Derivatives, such as those embedded in long-term repurchase transactions or interest rate swaps, and off-balance sheet exposures, such as recourse, performance bonds or credit card arrangements, are subject to collateral requirements. As their fair value increases, the collateral requirements may increase, thereby reducing the balance of unpledged securities.

The importance of the Puerto Rico market for the Corporation is an additional risk factor that could affect its financing activities. In the case of a deterioration in economic and fiscal conditions in Puerto Rico, the credit quality of the Corporation could be affected and result in higher credit costs. The Puerto Rico economy continues to face various challenges, including significant pressures in some sectors of the residential real estate market. Refer to the Geographic and Government Risk section of this MD&A for some highlights on the current status of the Puerto Rico economy and the ongoing fiscal crisis.

Factors that the Corporation does not control, such as the economic outlook and credit ratings of its principal markets and regulatory changes, could also affect its ability to obtain funding. In order to prepare for the possibility of such scenario, management has adopted contingency plans for raising financing under stress scenarios when important sources of funds that are usually fully available are temporarily unavailable. These plans call for using alternate funding mechanisms, such as the pledging of certain asset classes and accessing secured credit lines and loan facilities put in place with the FHLB and the FRB.

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

The Corporation’s banking subsidiaries have historically not used unsecured capital market borrowings to finance its operations, and therefore are less sensitive to the level and changes in the Corporation’s overall credit ratings.

Obligations Subject to Rating Triggers or Collateral Requirements

The Corporation’s banking subsidiaries currently do not use borrowings that are rated by the major rating agencies, as these banking subsidiaries are funded primarily with deposits and secured borrowings. The banking subsidiaries had $9 million in deposits at June 30, 2019 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 $71 million at June 30, 2019. 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 34 to the Consolidated Financial Statements.

Commonwealth of Puerto Rico

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A significant portion of our financial activities and credit exposure is concentrated in the Commonwealth of Puerto Rico (the “Commonwealth” or “Puerto Rico”), which has endured a decade-long recession and continues to face severe economic and fiscal challenges.

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 2018, with the exception of fiscal year 2012. Pursuant to the latest Puerto Rico Planning Board (the “Planning Board”) estimates, published in May 3, 2019, the Commonwealth’s real GNP for fiscal years 2017 and 2018 decreased by 3% and 4.7%, respectively. The Planning Board’s report also projects that real GNP will increase approximately 2% and 3.6% in fiscal years 2019 and 2020, respectively, in part due to the influx of federal funds and private insurance payments to repair damage caused by Hurricanes Irma and María. For information regarding the economic projections of the 2019 Commonwealth Fiscal Plan, see Fiscal Plans, Commonwealth Fiscal Plan, below.

Recent Political Developments

In June 2019, two former senior Puerto Rico government officials were indicted by federal law enforcement agencies on fraud and other charges. This and other recent scandals involving Puerto Rico Governor, Ricardo Rosselló Nevares, and other senior government officials led to massive protests and, ultimately, to Mr. Rosselló’s resignation, which became effective on August 2, 2019. Mr. Pedro Pierluisi, a former Resident Commissioner of Puerto Rico in the U.S. Congress was nominated by former Governor Rosselló on July 31, 2019 to serve as the Puerto Rico Secretary of State (who under the Puerto Rico Constitution is first in line to succeed the Governor in the event of a vacancy) and was sworn in as Governor after Mr. Rosselló’s resignation became effective. However, on August 7, 2019, Mr. Pierluisi’s accession to the governorship was declared unconstitutional by the Puerto Rico Supreme Court and Wanda Vázquez Garced, Secretary of Justice, was sworn in as Governor. It is still too early to assess whether the current political instability will continue for a prolonged period, as well as its effect on the Commonwealth’s economic or fiscal condition, including its impact on the receipt of federal funding and ongoing debt restructuring efforts pursuant to the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”).

Fiscal Crisis

The Commonwealth remains in the midst of a profound fiscal crisis affecting the central government and many of its instrumentalities, public corporations and municipalities. This fiscal crisis has been primarily the result of economic contraction, persistent and significant budget deficits, a high debt burden, unfunded legacy obligations, and lack of access to the capital markets, among other factors. As a result 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 imminent widespread defaults prompted the U.S. Congress to enact 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. In August 2016, President Obama appointed the seven voting members of the Oversight Board through the process established in PROMESA, which authorized the President to select the members from several lists required to be submitted by congressional leaders. On February 15, 2019, however, the First Circuit of the U.S. Court of Appeals (the “First Circuit”) declared such appointments unconstitutional on the grounds that they did not comply with the Appointments Clause of the U.S. Constitution, which requires that principal federal officers be appointed by the President, with the advice and consent of the U.S. Senate. However, the First Circuit’s mandate is stayed pending review of the decision by the U.S. Supreme Court, which has accepted to review the decision during the next term. Moreover, U.S. President Donald Trump

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recently nominated the current Oversight Board members to serve their terms through the end of August. Such appointments, however, are pending confirmation by the U.S. Senate.

In October 2016, the Oversight Board designated the Commonwealth and all of its public corporations and instrumentalities as “covered entities” under PROMESA. The only Commonwealth government entities that were not subject to such initial designation were the Commonwealth’s municipalities. On May 9, 2019, however, the Oversight Board designated all of the Commonwealth’s municipalities as covered entities. It also announced that it will launch a pilot initiative requiring the development of fiscal plans and budgets for ten municipalities. Further, it requested the development of a fiscal plan for the Municipal Revenue Collection Center, the entity primarily responsible for the collection of property taxes on behalf of municipalities.

At the Oversight Board’s request, covered entities are required to submit fiscal plans and annual budgets to the Oversight Board for its review and approval. They are also required to seek Oversight Board approval to issue, guarantee or modify their debts and to enter into contracts with an aggregate value of $10 million or more. Finally, covered entities are potentially eligible to avail themselves of the 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. The Oversight Board has certified several versions of fiscal plans for the Commonwealth since 2017. The most recent fiscal plan for the Commonwealth certified by the Oversight Board is dated as of May 9, 2019 (the “2019 Commonwealth Fiscal Plan”).

The 2019 Commonwealth Fiscal Plan estimates a 4.7% contraction in real GNP in fiscal year 2018, after accounting for the impact of disaster relief funding and the measures and structural reforms contemplated by the plan. It also projects that disaster relief spending will have a short-term stimulative effect on the economy, which, combined with the estimated effects of the proposed fiscal measures and structural reforms, will result in real GNP growth of approximately 4% and 1.5% in fiscal years 2019 and 2020.The Commonwealth’s population is estimated to steadily decline at rates of approximately 1% to 2% annually through fiscal year 2024.

Before accounting for the impact of the measures and structural reforms contemplated therein, the 2019 Commonwealth Fiscal Plan projects a pre-contractual debt service surplus in fiscal years 2018 through 2020. This surplus is not projected to continue after fiscal year 2020, as federal disaster relief funding slows down. The 2019 Commonwealth Fiscal Plan projects that, without major Government action, the Commonwealth would suffer an annual primary deficit starting in fiscal year 2021. The Oversight Board estimates that the fiscal measures contemplated by the 2019 Commonwealth Fiscal Plan will drive approximately $13.6 billion in savings and extra revenue through fiscal year 2024. However, even after accounting for the impact of the fiscal measures and structural reforms and before contractual debt service, the projections reflect an annual deficit starting in fiscal year 2038. After contractual debt service, the surplus projected in fiscal years 2019 to 2024 drops significantly and annual deficits begin in fiscal year 2027. Based on such long-term projections, the 2019 Commonwealth Fiscal Plan concludes that the Commonwealth cannot afford to meet all of its contractual debt obligations, even with aggressive implementation of the structural reforms and measures contemplated by the plan.

The 2019 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 to municipalities were reduced by $150 million in fiscal year 2018 and by an additional $45 million in 2019 (from approximately $370 million in fiscal year 2017 to approximately $220 million in fiscal year 2018 (exclusive of one-time hurricane related appropriations) and approximately $175 in fiscal year 2019). The 2019 Commonwealth Fiscal Plan provides for additional reductions in such appropriations every fiscal year, holding appropriations constant at approximately 45-50% of current levels starting in fiscal year 2022, before ultimately phasing out all subsidies in fiscal year 2024.

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Other Fiscal Plans. Pursuant to PROMESA, the Oversight Board has also requested and certified fiscal plans for several public corporations and instrumentalities. Such plans conclude that such entities cannot afford to meet all of their contractual obligations as currently scheduled.

The certified fiscal plan for the Puerto Rico Electric Power Authority (“PREPA”), Puerto Rico’s electric power utility, contemplates the transformation of Puerto Rico’s electric system through, among other things, the establishment of a public-private partnership with respect to PREPA’s transmission and distribution system, and calls for significant structural reforms at PREPA. The plan also contemplates 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”) contemplated 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 proceeding under Title VI of PROMESA. Such restructuring was approved by the U.S. District Court for the District of Puerto Rico (the “U.S. District Court”) and subsequently consummated on November 29, 2018.

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 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 (“COFINA”), the Employees Retirement System of the Government of the Commonwealth of Puerto Rico, the Puerto Rico Highways and Transportation Authority and PREPA.

On October 19, 2018, the Oversight Board filed a plan of adjustment for COFINA (as subsequently amended, the “COFINA Plan of Adjustment”), as well as a motion to approve a settlement of certain disputes between the Commonwealth and COFINA regarding the ownership of a portion of the sales and use tax pledged to the payment of COFINA’s bonds (the “COFINA Settlement”). The COFINA Plan of Adjustment provided for the restructuring of COFINA’s bonds based on the COFINA Settlement, which contemplated that the Commonwealth would receive approximately 46.35% of the yearly revenues previously allocated to COFINA. The COFINA Settlement and the COFINA Plan of Adjustment were confirmed by the U.S. District Court on February 4, 2019 and the restructuring transaction contemplated thereby was consummated on February 12, 2019. As of the date of this report, the plans of adjustment for the other Title III debtors have not been filed.

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 long-term impact of Hurricanes Irma and Maria present significant economic risks. 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, could result 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 challenges, 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, 2019 and December 31, 2018, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities totaled to $455 million and $458 million, respectively, which amounts were fully outstanding on such dates. Further deterioration of the Commonwealth’s fiscal and economic situation could adversely affect the value of our Puerto Rico government obligations, resulting in losses to us. Of the amount outstanding, $413 million consists of loans and $42 million are securities ($413 million and $45 million, respectively, at December 31, 2018). Substantially all of the amount outstanding at June 30, 2019 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

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municipality, to which the applicable municipality has pledged other revenues. On July 1, 2019 the Corporation received principal payments amounting to $22 million from various obligations from Puerto Rico municipalities. At June 30, 2019, 75% of the Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. As discussed above, the Oversight Board recently designated all Commonwealth’s municipalities as covered entities under PROMESA and requested the development of fiscal plans and budgets from ten municipalities as part of a new pilot initiative. The Corporation does not have direct exposure to any of the municipalities that are currently part of such pilot initiative. 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, 2019, the Corporation had $359 million in loans insured or securities issued by Puerto Rico governmental entities, but for which the principal source of repayment is non-governmental ($368 million at December 31, 2018). These included $285 million in residential mortgage loans insured by the Puerto Rico Housing Finance Authority (“HFA”), a governmental instrumentality that has been designated as a covered entity under PROMESA (December 31, 2018 - $293 million). These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA insurance covers losses in the event of a borrower default and subsequent foreclosure of the underlying property. The Corporation also had, at June 30, 2019, $45 million in bonds issued by HFA which are secured by second mortgage loans on Puerto Rico residential properties, and for which HFA also provides insurance to cover losses in the event of a borrower default, and subsequent foreclosure of the underlying property (December 31, 2018 - $45 million). In the event that the mortgage loans insured by HFA and held by the Corporation directly or those serving as collateral for the HFA bonds default and the collateral is insufficient to satisfy the outstanding balance of this loans, HFA’s ability to honor its insurance will depend, among other factors, on the financial condition of HFA at the time such obligations become due and payable. 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. In addition, at June 30, 2019, the Corporation had $7 million in securities issued by HFA that have been economically defeased and refunded and for which securities consisting of U.S. agencies and Treasury obligations have been escrowed (December 31, 2018 - $7 million), and $22 million of commercial real estate notes issued by government entities, but that are payable from rent paid by non-governmental parties (December 31, 2018 - $23 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 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.

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

United States Virgin Islands

The Corporation has operations in the United States Virgin Islands (the “USVI”) and has credit exposure to USVI government entities.

The USVI has been experiencing a number of fiscal and economic challenges 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.

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At June 30, 2019, the Corporation’s direct exposure to USVI instrumentalities and public corporations amounted to approximately $74 million, of which $66 million is outstanding (compared to $76 million and $68 million, respectively, at December 31, 2018). Of the amount outstanding, approximately (i) $42 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) $10 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 $42 million, $14 million and $12 million, respectively, at December 31, 2018).

U.S. Government

As further detailed in Notes 6 and 7 to the Consolidated Financial Statements, a substantial portion of the Corporation’s investment securities represented exposure to the U.S. Government in the form of U.S. Government sponsored entities, as well as agency mortgage-backed and U.S. Treasury securities. In addition, $1.2 billion of residential mortgages and $70 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at June 30, 2019 (compared to $1.2 billion and $74 million, respectively, at December 31, 2018).

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Non-Performing Assets

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.

During the second quarter of 2019, the Puerto Rico segment continued to reflect positive credit quality trends. Non-performing loans continued to improve, and net charge-offs were at 0.75% of the portfolio. The credit quality metrics of our U.S. operation also remained favorable. The Corporation continues to be attentive to the performance of its portfolios and related credit metrics. The following presents credit quality results for the second quarter of 2019.

Total non-performing assets (“NPAs”) decreased by $65 million when compared with December 31, 2018. This decrease was primarily driven by lower non-performing loans (‘NPLs”) in the Puerto Rico segment by $46 million, mostly due to lower commercial NPLs by $34 million, mainly related to a $12.0 million charge-off during the first quarter of 2019 and loan collections, combined with lower other real estate owned (“OREOs”) by $18 million.

At June 30, 2019, NPLs secured by real estate amounted to $435 million in the Puerto Rico operations and $39 million in the Popular U.S. operations. These figures were $459 million and $49 million, respectively, at December 31, 2018.

The Corporation’s commercial loan portfolio secured by real estate (“CRE”) amounted to $7.8 billion at June 30, 2019, of which $2.0 billion was secured with owner occupied properties, compared with $7.8 billion and $2.0 billion, respectively, at December 31, 2018. CRE NPLs amounted to $117 million at June 30, 2019, compared with $129 million at December 31, 2018. The CRE NPL ratios for the BPPR and Popular U.S. segments were 2.75% and 0.14%, respectively, at June 30, 2019, compared with 3.05% and 0.02%, respectively, at December 31, 2018.

In addition to the NPLs included in Table 15, at June 30, 2019, there were $197 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 (December 31, 2018 - $153 million).

For the quarter ended June 30, 2019, total inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by $123 million, or 68%, when compared to the inflows for the same quarter in 2018. Inflows of NPLs held-in-portfolio at the BPPR segment decreased by $106 million, or 67%, compared to the second quarter of 2018, as the inflows in that quarter were impacted by two commercial borrowers with an aggregate amount of $46 million, coupled with a decrease of $54 million in the mortgage NPL inflows. Inflows of NPLs held-in-portfolio at the Popular U.S. segment decreased by $18 million, or 74%, from the same quarter in 2018, as the inflows of the second quarter of 2018 included one large construction relationship.

157

Table 15 - Non-Performing Assets
	June 30, 2019										December 31, 2018
(Dollars in thousands)		BPPR		Popular U.S.		Popular, Inc.		As a % of loans HIP by category			BPPR		Popular U.S.		Popular, Inc.		As a % of loans HIP by category
Commercial	$	149,139	$	6,209	$	155,348		1.3	%	$	182,950	$	1,076	$	184,026		1.5	%
Construction		1,788		12,060		13,848		1.7			1,788		12,060		13,848		1.8
Legacy^[1]		-		2,469		2,469		10.3			-		2,627		2,627		10.1
Leasing		2,830		-		2,830		0.3			3,313		-		3,313		0.4
Mortgage		309,046		9,350		318,396		4.4			323,565		11,033		334,598		4.6
Auto		28,085		-		28,085		1.0			24,050		-		24,050		0.9
Consumer		31,637		11,745		43,382		1.5			32,432		16,193		48,625		1.7
Total non-performing loans held-in-portfolio		522,525		41,833		564,358		2.1	%		568,098		42,989		611,087		2.3	%
Other real estate owned (“OREO”)		116,222		2,629		118,851					134,063		2,642		136,705
Total non-performing assets^[2]	$	638,747	$	44,462	$	683,209				$	702,161	$	45,631	$	747,792
Accruing loans past due 90 days or more^{[3] [4]}	$	494,488	$	-	$	494,488				$	612,543	$	-	$	612,543
Ratios:
Non-performing assets to total assets		1.59	%	0.43	%	1.35	%				1.86	%	0.46	%	1.57	%
Non-performing loans held-in-portfolio to loans held-in-portfolio		2.61		0.60		2.09					2.86		0.65		2.31
Allowance for loan losses to loans held-in-portfolio		2.38		0.97		2.01					2.55		0.94		2.15
Allowance for loan losses to non-performing loans, excluding held-for-sale		91.13		161.30		96.33					89.27		144.66		93.17

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] There were no non-performing loans held-for-sale as of June 30, 2019 and December 31, 2018.

[3] The carrying value of loans accounted for under ASC Sub-topic 310-30 that are contractually 90 days or more past due was $248 million at June 30, 2019 (December 31, 2018 - $216 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.

[4] 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 $262 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of June 30, 2019 (December 31, 2018 - $283 million). These balances also include approximately $96 million of loans rebooked due to a repurchase option with GNMA liability (December 31, 2018 - $134 million). 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, 2018 - $69 million).

158

Table 16 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer Loans)

		For the quarter ended June 30, 2019							For the six months ended June 30, 2019
(Dollars in thousands)			BPPR		Popular U.S.	Popular, Inc.			BPPR		Popular U.S.	Popular, Inc.
Beginning balance		$	485,931	$	27,312	$	513,243	$	508,303	$	26,796	$	535,099
Plus:
	New non-performing loans		52,414		6,190		58,604		110,196		10,440		120,636
	Advances on existing non-performing loans		-		11		11		-		90		90
Less:
	Non-performing loans transferred to OREO		(8,654)		(169)		(8,823)		(12,771)		(293)		(13,064)
	Non-performing loans charged-off		(9,293)		(1,022)		(10,315)		(32,945)		(1,269)		(34,214)
	Loans returned to accrual status / loan collections		(60,425)		(2,234)		(62,659)		(112,810)		(5,676)		(118,486)
Ending balance NPLs^[1]		$	459,973	$	30,088	$	490,061	$	459,973	$	30,088	$	490,061
[1] Includes $2.5 million of NPLs related to the legacy portfolio.

Table 17 - 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^[1]		$	538,597	$	35,130	$	573,727	$	538,597	$	35,130	$	573,727
[1] Includes $3.7 million of NPLs related to the legacy portfolio.

Table 18 - Activity in Non-Performing Commercial Loans Held-in-Portfolio

		For the quarter ended June 30, 2019						For the six months ended June 30, 2019
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	166,293	$	2,861	$	169,154	$	182,950	$	1,076	$	184,026
Plus:
	New non-performing loans		2,209		4,362		6,571		12,763		6,582		19,345
Less:
	Non-performing loans transferred to OREO		(1,749)		-		(1,749)		(2,711)		-		(2,711)
	Non-performing loans charged-off		(2,931)		(680)		(3,611)		(20,849)		(730)		(21,579)
	Loans returned to accrual status / loan collections		(14,683)		(334)		(15,017)		(23,014)		(719)		(23,733)
Ending balance NPLs		$	149,139	$	6,209	$	155,348	$	149,139	$	6,209	$	155,348

159

Table 19 - 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

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

	For the quarter ended June 30, 2019						For the six months ended June 30, 2019
(Dollars in thousands)		BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance	$	1,788	$	12,060	$	13,848	$	1,788	$	12,060	$	13,848
Ending balance NPLs	$	1,788	$	12,060	$	13,848	$	1,788	$	12,060	$	13,848
There was no activity in the construction NPLs during the quarter and six months ended June 30, 2019.

Table 21 - Activity in Non-Performing Construction 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		$	4,293	$	-	$	4,293	$	-	$	-	$	-
Plus:
	New non-performing loans		-		17,901		17,901		4,177		17,901		22,078
	Advances on existing non-performing 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

160

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

		For the quarter ended June 30, 2019						For the six months ended June 30, 2019
(Dollars in thousands)			BPPR		Popular U.S.		Popular, Inc.		BPPR		Popular U.S.		Popular, Inc.
Beginning balance		$	317,850	$	9,808	$	327,658	$	323,565	$	11,033	$	334,598
Plus:
	New non-performing loans		50,205		1,828		52,033		97,433		3,648		101,081
	Advances on existing non-performing loans		-		10		10		-		82		82
Less:
	Non-performing loans transferred to OREO		(6,905)		(169)		(7,074)		(10,060)		(293)		(10,353)
	Non-performing loans charged-off		(6,362)		(342)		(6,704)		(12,096)		(539)		(12,635)
	Loans returned to accrual status / loan collections		(45,742)		(1,785)		(47,527)		(89,796)		(4,581)		(94,377)
Ending balance NPLs		$	309,046	$	9,350	$	318,396	$	309,046	$	9,350	$	318,396

Table 23 - 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

Loan Delinquencies

Another key measure used to evaluate and monitor the Corporation’s asset quality is loan delinquencies. Loans delinquent 30 days or more and delinquencies, as a percentage of their related portfolio category at June 30, 2019 and December 31 2018, are presented below.

Table 24 - Loan Delinquencies

(Dollars in thousands)		June 30, 2019							December 31, 2018
	Loans delinquent 30 days or more		Total loans		Total delinquencies as a percentage of total loans			Loans delinquent 30 days or more		Total loans		Total delinquencies as a percentage of total loans
Commercial	$	369,681	$	12,216,603		3.03	%	$	406,442	$	12,043,019		3.37	%
Construction		36,048		825,419		4.37			13,848		779,449		1.78
Legacy		2,504		23,893		10.48			3,267		25,949		12.59
Leasing		13,755		991,546		1.39			12,803		934,773		1.37
Mortgage		1,371,411		7,198,959		19.05			1,474,923		7,235,258		20.39
Consumer		213,915		5,749,325		3.72			196,325		5,489,441		3.58
Loans held-for-sale		87		54,028		0.16			173		51,422		0.34
Total	$	2,007,401	$	27,059,773		7.42	%	$	2,107,781	$	26,559,311		7.94	%

161

Allowance for Loan Losses

The allowance for loan and lease losses (“ALLL”), 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 ALLL 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 also 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 Note 2 to the Consolidated Financial Statements included in the 2018 Form 10-K for a description of the Corporation’s allowance for loans losses methodology.

At June 30, 2019, the ALLL amounted to $544 million, a decrease of $26 million when compared with December 31, 2018. The BPPR ALLL decreased by $31 million, mostly due to commercial charge-offs amounting to $16.6 million during the first quarter of 2019, principally from impaired loans, coupled with continuous improvement in the credit loss trends from the mortgage portfolio. This decrease was offset in part by an increase of $5 million in the Popular U.S. segment, primarily related to incremental reserves for the commercial real estate portfolio. The provision for loan losses for the second quarter of 2019 amounted to $40.2 million, compared to $60.1 million in the same period in the prior year. Refer to the Provision for Loan Losses section of this MD&A for additional information.

Preliminary impact estimate of the adoption of FASB Accounting Standards Updates (“ASUs”), Financial Instruments – Credit Losses ( Topic 326)

Refer to Note 3 to the Consolidated Financial Statements included in this Form 10-Q for an update on the Corporation’s implementation efforts for the current expected credit loss model (“CECL”), pursuant to FASB Accounting Standards Updates ( “ASUs”), Financial Instruments – Credit Losses ( Topic 326).

Annualized net charge offs

The following table presents annualized net charge-offs to average loans held-in-portfolio (“HIP”) by loan category for the quarters and six months periods ended June 30, 2019 and June 30, 2018.

162

Table 25 - Annualized Net Charge-offs (Recoveries) to Average Non-covered Loans Held-in-Portfolio

	Quarters ended
	June 30, 2019						June 30, 2018
	BPPR		Popular U.S.		Popular Inc.		BPPR		Popular U.S.		Popular Inc.
Commercial	0.01	%	0.48	%	0.20	%	0.45	%	0.91	%	0.63	%
Construction	(0.21)		―		(0.03)		(1.25)		―		(0.13)
Leases	0.67		―		0.67		0.54		―		0.54
Legacy	―		(4.60)		(4.60)		―		(3.66)		(3.66)
Mortgage	0.56		0.11		0.51		0.73		0.02		0.68
Consumer	2.04		3.81		2.18		2.88		1.83		2.69
Total annualized net charge-offs to average non-covered loans held-in-portfolio	0.75	%	0.59	%	0.71	%	1.01	%	0.81	%	0.95	%

	Six months ended
	June 30, 2019						June 30, 2018
	BPPR		Popular U.S.		Popular Inc.		BPPR		Popular U.S.		Popular Inc.
Commercial	0.45	%	0.37	%	0.42	%	0.33	%	0.78	%	0.50	%
Construction	(0.15)		―		(0.02)		(1.06)		―		(0.11)
Leases	0.65		―		0.65		0.76		―		0.76
Legacy	―		(8.04)		(8.04)		―		(3.93)		(3.93)
Mortgage	0.64		0.11		0.57		0.82		(0.08)		0.72
Consumer	2.00		3.77		2.13		2.78		3.63		2.88
Total annualized net charge-offs to average non-covered loans held-in-portfolio	0.92	%	0.49	%	0.81	%	0.98	%	0.77	%	0.92	%

Net charge-offs for the quarter ended June 30, 2019 amounted to $47.2 million, decreasing by $10.5 million when compared to the same quarter in 2018, driven by lower BPPR commercial net charge-offs by $7.8 million.

Net charge-offs for the six months ended June 30, 2019 amounted to $107.7 million, decreasing by $3.8 million when compared to the same period in 2018, mainly driven by a decrease of $6.3 million in BPPR’s mortgage NCOs, reflective of the improvements in late stage delinquency, coupled with lower commercial NCOs by $3.5 million. These decreases were partially offset by a $5.3 million increase in BPPR’s consumer NCOs, mostly related to Reliable acquired auto loans.

163

Table 26 - Composition of ALLL
June 30, 2019
(Dollars in thousands)	Commercial			Construction				Legacy ^[1]		Leasing		Mortgage			Consumer			Total^[3]
Specific ALLL	$	31,698		$	90		$	-	$	234		$	43,550		$	24,455		$	100,027
Impaired loans	$	390,271		$	13,848		$	-	$	865		$	530,650		$	108,851		$	1,044,485
Specific ALLL to impaired loans		8.12	%		0.65	%		-	%	27.05	%		8.21	%		22.47	%		9.58	%
General ALLL	$	193,831		$	9,793		$	774	$	6,673		$	88,966		$	143,602		$	443,639
Loans held-in-portfolio, excluding impaired loans	$	11,826,332		$	811,571		$	23,893	$	990,681		$	6,668,309		$	5,640,474		$	25,961,260
General ALLL to loans held-in-portfolio, excluding impaired loans		1.64	%		1.21	%		3.24	%	0.67	%		1.33	%		2.55	%		1.71	%
Total ALLL	$	225,529		$	9,883		$	774	$	6,907		$	132,516		$	168,057		$	543,666
Total loans held-in-portfolio	$	12,216,603		$	825,419		$	23,893	$	991,546		$	7,198,959		$	5,749,325		$	27,005,745
ALLL to loans held-in-portfolio		1.85	%		1.20	%		3.24	%	0.70	%		1.84	%		2.92	%		2.01	%
[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 27 - Composition of ALLL
December 31, 2018
(Dollars in thousands)	Commercial			Construction				Legacy^[1]		Leasing		Mortgage			Consumer			Total
Specific ALLL	$	52,190		$	56		$	-	$	320		$	41,211		$	25,893		$	119,670
Impaired loans	$	398,518		$	13,848		$	-	$	1,099		$	518,888		$	112,742		$	1,045,095
Specific ALLL to impaired loans		13.10	%		0.40	%		-	%	29.12	%		7.94	%		22.97	%		11.45	%
General ALLL	$	186,925		$	7,368		$	969	$	11,166		$	106,201		$	137,049		$	449,678
Loans held-in-portfolio, excluding impaired loans	$	11,644,501		$	765,601		$	25,949	$	933,674		$	6,716,370		$	5,376,699		$	25,462,794
General ALLL to loans held-in-portfolio, excluding impaired loans		1.61	%		0.96	%		3.73	%	1.20	%		1.58	%		2.55	%		1.77	%
Total ALLL	$	239,115		$	7,424		$	969	$	11,486		$	147,412		$	162,942		$	569,348
Total loans held-in-portfolio	$	12,043,019		$	779,449		$	25,949	$	934,773		$	7,235,258		$	5,489,441		$	26,507,889
ALLL to loans held-in-portfolio		1.99	%		0.95	%		3.73	%	1.23	%		2.04	%		2.97	%		2.15	%
[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 $1.6 billion at June 30, 2019, increasing by $42 million, or approximately 2.77%, from December 31, 2018, mainly driven by higher TDRs in the BPPR segment by $40 million. The increase in BPPR was mostly related to higher mortgage TDRs by $64 million, of which $53 million were government guaranteed loans, partially offset by a decrease in BPPR commercial TDRs of $18 million. TDRs in accruing status increased by $59 million from December 31, 2018, while non-accruing TDRs decreased by $17 million.

Refer to Note 9 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.

The following tables present the approximate amount and percentage of commercial impaired loans for which the Corporation relied on appraisals dated more than one year old for purposes of impairment requirements at June 30, 2019 and December 31, 2018.

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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 2, “Summary of significant accounting policies" of the Corporation’s 2018 Form 10-K for more information.

Table 28 - Impaired Loans with Appraisals Dated 1 year or Older

June 30, 2019
	Total Impaired Loans – Held-in-portfolio (HIP)
(In thousands)	Loan Count		Outstanding Principal Balance	Impaired Loans with Appraisals Over One-Year Old [1]
Commercial	120	$	324,295	14	%
Construction	1		1,788	100
[1] Based on outstanding balance of total impaired loans.

December 31, 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	110	$	335,044	3	%
Construction	1		1,788	-
[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.

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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 from such calculation the impact of certain transactions on the results of its operations. Management believes that the “Adjusted net income” provides meaningful information to investors about the underlying performance of the Corporation’s ongoing operations. “Adjusted net income” is a non-GAAP financial measure.

No adjustments are reflected for the quarter and six months ended June 30, 2019. The following table describes adjustments to net income for the quarter and six months ended June 30, 2018.

Table 29 - Adjusted Net Income for the Six Months Ended June 30, 2019 (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 10 - 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 32- 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 2018 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, 2019 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

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed under “Part I - Item 1A - Risk Factors” in our 2018 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 2018 Form 10-K.

There have been no material changes to the risk factors previously disclosed under Item 1A of the Corporation’s 2018 Form 10-K.

The risks described in our 2018 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, 2019, the maximum number of shares of common stock remaining available for future issuance under this plan was 782,691. During the quarter ended June 30, 2019, the Corporation added to treasury stock 27,050 shares of common stock related to shares that were withheld under Popular’s employee restricted share awards to satisfy tax requirements.

The following table sets forth the details of purchases of Common Stock during the quarter ended June 30, 2019:

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	5,801	$	54.61	-	$52,670,000
May 1- May 31	18,470		57.68	-	52,670,000
June 1- June 30	2,779		54.52	-	52,670,000
Total June 30, 2019	27,050	$	56.70	-	$52,670,000

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Index

Exhibit No	Exhibit Description

31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽¹⁾
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽¹⁾
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽¹⁾
101. INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline Document.
101.SCH	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⁾
104	The cover page of Popular, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments)⁽¹⁾

(1)Included herewith

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POPULAR, INC.
	(Registrant)

Date: August 9, 2019	By: /s/ Carlos J. Vázquez
	Carlos J. Vázquez
	Executive Vice President &
	Chief Financial Officer

Date: August 9, 2019	By: /s/ Jorge J. García
	Jorge J. García
	Senior Vice President & Corporate Comptroller

169