Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities

9 Months Ended

Sep. 30, 2014

Notes to Financial Statements [Abstract]

Schedule Condensed Financial Statements [Text Block]

Note 38 – 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 September 30, 2014 and December 31, 2013, and the results of their operations and cash flows for periods ended September 30,2014 and 2013.

PNA is an operating, wholly-owned subsidiary of PIHC and is the holding company of its wholly-owned subsidiaries: Equity One, Inc. and Banco Popular North America (“BPNA”), including BPNA'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.

Popular International Bank, Inc. (“PIBI”) is a wholly-owned subsidiary of PIHC and is the holding company of its wholly-owned subsidiaries Popular Insurance V.I., Inc. In July 2013, the Corporation completed the sale of Tarjetas y Transacciones en Red Tranred, C.A., which was a wholly owned subsidiary of PIBI.

A potential source of income for PIHC consists of dividends from BPPR and BPNA. Under existing federal banking regulations any dividend from BPPR or BPNA to the PIHC could be made if the total of all dividends declared by each entity during the calendar year would not exceed the total of its net income for that year, as defined by the Federal Reserve Board, combined with its retained net income for the preceding two years, less any required transfers to surplus or to a fund for the retirement of any preferred stock. At September 30,2014, BPPR could have declared a dividend of approximately $503 million (December 31, 2013 - $504 million). On October 20, 2014, the Memorandum of Understanding (the “MOU”) entered into on July 20, 2011 between Popular, Inc., BPPR, the Federal Reserve Bank of New York (the ”FRB-NY”) and the Office of the Commissioner of Financial Institutions of Puerto Rico was lifted. The MOU provided, among other things, for the Corporation to take steps to improve its credit risk management practices and asset quality, and for the Corporation to develop strategic plans to improve earnings and to develop capital plans. The MOU also required the Corporation to obtain approval from the applicable MOU counterparties prior to, among other things, declaring or paying dividends, purchasing or redeeming any shares of its stock, consummating acquisitions or mergers, or making any distributions on its trust preferred securities or subordinated debentures.The MOU entered into between BPNA, the FRB-NY and the New York State Department of Financial Services (the “NYSDFS”) on July 25, 2011 remains outstanding. BPNA could not declare any dividends without the approval of the Federal Reserve Board and the NYSDFS.

Condensed Consolidating Statement of Financial Condition (Unaudited)
		At September 30, 2014
							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			$	4,329	$	610	$	321,756	$	(4,781)	$	321,914
Money market investments				19,718		1,573		1,034,403		(2,573)		1,053,121
Trading account securities, at fair value				1,600		-		143,743		-		145,343
Investment securities available-for-sale, at
	fair value			217		-		5,727,549		-		5,727,766
Investment securities held-to-maturity, at
	amortized cost			-		-		112,893		-		112,893
Other investment securities, at lower of cost
	or realizable value			9,850		4,492		146,826		-		161,168
Investment in subsidiaries				4,899,799		1,354,550		-		(6,254,349)		-
Loans held-for-sale, at lower of cost or
	fair value			-		-		178,008		-		178,008
Loans held-in-portfolio:
	Loans not covered under loss sharing
	agreements with the FDIC			72,598		-		19,449,005		(70,926)		19,450,677
	Loans covered under loss sharing
	agreements with the FDIC			-		-		2,654,263		-		2,654,263
	Less - Unearned income			-		-		91,461		-		91,461
	Allowance for loan losses			12		-		611,363		-		611,375
	Total loans held-in-portfolio, net			72,586		-		21,400,444		(70,926)		21,402,104
FDIC loss share asset				-		-		681,106		-		681,106
Premises and equipment, net				2,036		-		495,075		-		497,111
Other real estate not covered under loss
	sharing agreements with the FDIC			110		-		135,146		-		135,256
Other real estate covered under loss
	sharing agreements with the FDIC			-		-		151,382		-		151,382
Accrued income receivable				55		31		116,666		(6)		116,746
Mortgage servicing assets, at fair value				-		-		152,282		-		152,282
Other assets				64,584		26,946		1,556,988		(13,699)		1,634,819
Goodwill				-		-		461,247		(1)		461,246
Other intangible assets				554		-		37,223		-		37,777
Assets from discontinued operations				-		-		1,129,053		-		1,129,053
Total assets			$	5,075,438	$	1,388,202	$	33,981,790	$	(6,346,335)	$	34,099,095
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	5,526,196	$	($4,781)	$	5,521,415
	Interest bearing			-		-		18,947,263		($2,573)		18,944,690
	Total deposits			-		-		24,473,459		(7,354)		24,466,105
Federal funds purchased and assets
	sold under agreements to repurchase			-		-		1,650,712		-		1,650,712
Other short-term borrowings				-		8,126		64,000		(70,926)		1,200
Notes payable				740,812		149,663		833,098		-		1,723,573
Other liabilities				36,234		4,580		825,729		(14,192)		852,351
Liabilities from discontinued operations				-		-		1,106,762		-		1,106,762
Total liabilities				777,046		162,369		28,953,760		(92,472)		29,800,703
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,036		2		56,307		(56,309)		1,036
Surplus				4,163,363		4,269,208		5,907,664		(10,168,345)		4,171,890
Retained earnings (accumulated deficit)				237,833		(3,030,906)		(786,679)		3,809,058		229,306
Treasury stock, at cost				(3,933)		-		-		-		(3,933)
Accumulated other comprehensive loss,
	net of tax			(150,067)		(12,471)		(149,262)		161,733		(150,067)
Total stockholders' equity				4,298,392		1,225,833		5,028,030		(6,253,863)		4,298,392
Total liabilities and stockholders' equity			$	5,075,438	$	1,388,202	$	33,981,790	$	(6,346,335)	$	34,099,095

Condensed Consolidating Statement of Financial Condition
		At December 31, 2013
							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			$	10,595	$	616	$	422,967	$	(10,967)	$	423,211
Money market investments				18,721		4,804		839,732		(4,804)		858,453
Trading account securities, at fair value				1,353		-		338,390		-		339,743
Investment securities available-for-sale, at
	fair value			204		-		5,294,596		-		5,294,800
Investment securities held-to-maturity, at
	amortized cost			-		-		140,496		-		140,496
Other investment securities, at lower of cost
	or realizable value			10,850		4,492		166,410		-		181,752
Investment in subsidiaries				4,856,566		1,670,809		-		(6,527,375)		-
Loans held-for-sale, at lower of cost or
	fair value			-		-		110,426		-		110,426
Loans held-in-portfolio:
	Loans not covered under loss sharing
	agreements with the FDIC			521,092		-		21,702,418		(519,500)		21,704,010
	Loans covered under loss sharing
	agreements with the FDIC			-		-		2,984,427		-		2,984,427
	Less - Unearned income			-		-		92,144		-		92,144
	Allowance for loan losses			304		-		640,251		-		640,555
	Total loans held-in-portfolio, net			520,788		-		23,954,450		(519,500)		23,955,738
FDIC loss share asset				-		-		948,608		-		948,608
Premises and equipment, net				2,135		-		517,381		-		519,516
Other real estate not covered under loss
	sharing agreements with the FDIC			-		-		135,501		-		135,501
Other real estate covered under loss
	sharing agreements with the FDIC			-		-		168,007		-		168,007
Accrued income receivable				64		114		131,368		(10)		131,536
Mortgage servicing assets, at fair value				-		-		161,099		-		161,099
Other assets				66,577		19,407		1,642,760		(41,186)		1,687,558
Goodwill				-		-		647,757		-		647,757
Other intangible assets				554		-		44,578		-		45,132
Total assets			$	5,488,407	$	1,700,242	$	35,664,526	$	(7,103,842)	$	35,749,333
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	5,933,649	$	($10,967)	$	5,922,682
	Interest bearing			-		-		20,793,267		($4,804)		20,788,463
	Total deposits			-		-		26,726,916		(15,771)		26,711,145
Assets sold under agreements to repurchase				-		-		1,659,292		-		1,659,292
Other short-term borrowings				-		-		920,700		(519,500)		401,200
Notes payable				822,351		149,663		612,740		-		1,584,754
Other liabilities				39,906		39,245		728,899		(41,258)		766,792
Total liabilities				862,257		188,908		30,648,547		(576,529)		31,123,183
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,034		2		56,079		(56,081)		1,034
Surplus				4,161,625		4,479,208		6,056,774		(10,527,455)		4,170,152
Retained earnings (accumulated deficit)				602,957		(2,940,509)		(907,972)		3,839,954		594,430
Treasury stock, at cost				(881)		-		-		-		(881)
Accumulated other comprehensive
	loss, net of tax			(188,745)		(27,367)		(188,902)		216,269		(188,745)
Total stockholders' equity				4,626,150		1,511,334		5,015,979		(6,527,313)		4,626,150
Total liabilities and stockholders' equity			$	5,488,407	$	1,700,242	$	35,664,526	$	(7,103,842)	$	35,749,333

Condensed Consolidating Statement of Operations (Unaudited)
			Quarter ended September 30, 2014
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest income:
	Loans	$	103		$	-		$	362,569		$	(80)		$	362,592
	Money market investments		5			1			1,005			(4)			1,007
	Investment securities		144			81			32,929			-			33,154
	Trading account securities		-			-			4,446			-			4,446
	Total interest income		252			82			400,949			(84)			401,199
Interest expense:
	Deposits		-			-			26,534			(1)			26,533
	Short-term borrowings		-			33			29,005			(83)			28,955
	Long-term debt		13,337			2,707			3,246			-			19,290
	Total interest expense		13,337			2,740			58,785			(84)			74,778
Net interest (expense) income			(13,085)			(2,658)			342,164			-			326,421
Provision for loan losses- non-covered loans			(19)			-			68,185			-			68,166
Provision for loan losses- covered loans			-			-			12,463			-			12,463
Net interest (expense) income
	after provision for loan losses		(13,066)			(2,658)			261,516			-			245,792
Service charges on deposit accounts			-			-			40,585			-			40,585
Other service fees			-			-			54,894			(55)			54,839
Mortgage banking activities			-			-			14,402			-			14,402
Net gain and valuation adjustments on
	investment securities		-			-			(1,763)			-			(1,763)
Trading account profit			(33)			-			773			-			740
Net gain on sale of loans, including valuation
	adjustments on loans held-for-sale		-			-			15,593			-			15,593
Adjustments (expense) to indemnity reserves
	on loans sold		-			-			(9,480)			-			(9,480)
FDIC loss share expense			-			-			(4,864)			-			(4,864)
Other operating income			2,792			1,058			10,430			(2)			14,278
	Total non-interest income (expense)		2,759			1,058			120,570			(57)			124,330
Operating expenses:
Personnel costs			9,151			-			95,391			-			104,542
Net occupancy expenses			1,029			-			20,174			-			21,203
Equipment expenses			980			-			11,390			-			12,370
Other taxes			840			-			14,529			-			15,369
Professional fees			3,169			312			64,224			(56)			67,649
Communications			138			-			6,317			-			6,455
Business promotion			378			-			12,684			-			13,062
FDIC deposit insurance			-			-			9,511			-			9,511
Other real estate owned (OREO) expenses			-			-			19,745			-			19,745
Other operating expenses			(14,976)			109			45,909			(624)			30,418
Amortization of intangibles			-			-			2,026			-			2,026
Restructuring cost			-			-			8,290			-			8,290
	Total operating expenses		709			421			310,190			(680)			310,640
(Loss) income before income tax and equity in
	earnings of subsidiaries		(11,016)			(2,021)			71,896			623			59,482
Income tax expense			89			-			26,336			242			26,667
(Loss) income before equity in earnings of
	subsidiaries		(11,105)			(2,021)			45,560			381			32,815
Equity in undistributed earnings of
	subsidiaries		43,920			(14,381)			-			(29,539)			-
Income (loss) from continuing operations			32,815			(16,402)			45,560			(29,158)			32,815
Loss from discontinued opeartions, net of tax			-			-			29,758			-			29,758
Equity in undistributed income of discontinued
	operations		29,758			29,758			-			(59,516)			-
Net Income		$	62,573		$	13,356		$	75,318		$	(88,674)		$	62,573
Comprehensive income, net of tax		$	42,797		$	4,510		$	55,418		$	(59,928)		$	42,797

Condensed Consolidating Statement of Operations
			Nine months ended September 30, 2014
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest and dividend income:
	Loans		1,163			-			1,121,116			(1,099)			1,121,180
	Money market investments		17			6			3,108			(20)			3,111
	Investment securities		475			242			101,553			-			102,270
	Trading account securities		-			-			15,047			-			15,047
	Total interest and dividend income		1,655			248			1,240,824			(1,119)			1,241,608
Interest expense:
	Deposits		-			-			79,620			(6)			79,614
	Short-term borrowings		-			339			47,661			(1,113)			46,887
	Long-term debt		479,524			8,120			9,252			-			496,896
	Total interest expense		479,524			8,459			136,533			(1,119)			623,397
Net interest (expense) income			(477,869)			(8,211)			1,104,291			-			618,211
Provision for loan losses- non-covered loans			(195)			-			172,557			-			172,362
Provision for loan losses- covered loans			-			-			49,781			-			49,781
Net interest (expense) income
	after provision for loan losses		(477,674)			(8,211)			881,953			-			396,068
Service charges on deposit accounts			-			-			119,181			-			119,181
Other service fees			-			-			165,498			(1,373)			164,125
Mortgage banking activities			-			-			21,868			-			21,868
Net gain and valuation adjustments on
	investment securities		-			-			(1,763)			-			(1,763)
Trading account profit			40			-			3,732			-			3,772
Net gain on sale of loans, including valuation
	adjustments on loans held-for-sale		-			-			29,645			-			29,645
Adjustments (expense) to indemnity reserves
	on loans sold		-			-			(27,281)			-			(27,281)
FDIC loss share expense			-			-			(84,331)			-			(84,331)
Other operating income			9,301			371			48,265			(2)			57,935
	Total non-interest income		9,341			371			274,814			(1,375)			283,151
Operating expenses:
Personnel costs			25,661			-			282,282			-			307,943
Net occupancy expenses			2,974			-			59,856			-			62,830
Equipment expenses			3,000			-			32,826			-			35,826
Other taxes			1,200			-			41,375			-			42,575
Professional fees			8,481			1,075			192,293			(177)			201,672
Communications			387			-			19,178			-			19,565
Business promotion			1,228			-			39,258			-			40,486
FDIC deposit insurance			-			-			30,969			-			30,969
Other real estate owned (OREO) expenses			-			-			29,595			-			29,595
Other operating expenses			(43,995)			326			118,840			(1,895)			73,276
Amortization of intangibles			-			-			6,077			-			6,077
Restructuring costs			-			-			12,864			-			12,864
	Total operating expenses		(1,064)			1,401			865,413			(2,072)			863,678
(Loss) income before income tax
	and equity in earnings of subsidiaries		(467,269)			(9,241)			291,354			697			(184,459)
Income tax expense			8,239			-			37,296			272			45,807
(Loss) income before equity in
	earnings of subsidiaries		(475,508)			(9,241)			254,058			425			(230,266)
Equity in undistributed earnings of
	subsidiaries		245,242			50,910			-			(296,152)			-
(Loss) Income from continuing operations			(230,266)			41,669			254,058			(295,727)			(230,266)
Loss from discontinued operations, net of tax			-			-			(132,066)			-			(132,066)
Equity in undistributed losses of
	discontinued operations		(132,066)			(132,066)			-			264,132			-
Net (Loss) Income		$	(362,332)		$	(90,397)		$	121,992		$	(31,595)		$	(362,332)
Comprehensive (loss) income , net of tax		$	(323,654)		$	(75,501)		$	161,632		$	(86,131)		$	(323,654)

Condensed Consolidating Statement of Operations (Unaudited)
				Quarter ended September 30, 2013
								All other
		Popular, Inc.			PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.			Holding Co.			eliminations			entries			Consolidated
Interest income:
	Loans		$	416		$	-		$	366,248		$	(397)		$	366,267
	Money market investments			27			1			847			(27)			848
	Investment securities			3,091			81			33,301			(2,912)			33,561
	Trading account securities			-			-			5,242			-			5,242
	Total interest income			3,534			82			405,638			(3,336)			405,918
Interest expense:
	Deposits			-			-			29,116			(1)			29,115
	Short-term borrowings			-			81			9,905			(423)			9,563
	Long-term debt			25,455			7,028			6,657			(2,912)			36,228
	Total interest expense			25,455			7,109			45,678			(3,336)			74,906
Net interest (expense) income				(21,921)			(7,027)			359,960			-			331,012
Provision for loan losses- non-covered loans				52			-			48,663			-			48,715
Provision for loan losses- covered loans				-			-			17,433			-			17,433
Net interest (expense) income
	after provision for loan losses			(21,973)			(7,027)			293,864			-			264,864
Service charges on deposit accounts				-			-			40,517			-			40,517
Other service fees				-			-			57,093			(52)			57,041
Mortgage banking activities				-			-			18,892			-			18,892
Net gain and valuation adjustments on
Trading account loss				64			-			(6,671)			-			(6,607)
Net gain on sale of loans, including valuation
	adjustments on loans held-for-sale			-			-			2,374			-			2,374
Adjustments (expense) to indemnity reserves
	on loans sold			-			-			(2,387)			-			(2,387)
FDIC loss share expense				-			-			(14,866)			-			(14,866)
Other operating income				178,946			578			12,221			-			191,745
	Total non-interest income			179,010			578			107,173			(52)			286,709
Operating expenses:
Personnel costs				8,012			-			100,340			-			108,352
Net occupancy expenses				903			-			20,483			-			21,386
Equipment expenses				1,049			-			10,338			-			11,387
Other taxes				113			-			17,567			-			17,680
Professional fees				4,120			23			65,146			(52)			69,237
Communications				120			-			6,170			-			6,290
Business promotion				385			-			14,424			-			14,809
FDIC deposit insurance				-			-			15,143			-			15,143
Loss on early extinguishment of debt				-			3,388			-			-			3,388
Other real estate owned (OREO) expenses				-			-			16,632			-			16,632
Other operating expenses				(15,305)			108			37,842			(647)			21,998
Amortization of intangibles				-			-			1,990			-			1,990
	Total operating expenses			(603)			3,519			306,075			(699)			308,292
Income (loss) before income tax
	and equity in earnings of subsidiaries			157,640			(9,968)			94,962			647			243,281
Income tax expense (benefit)				(4,797)			-			22,342			223			17,768
Income (loss) before equity in earnings of subsidiaries				162,437			(9,968)			72,620			424			225,513
Equity in undistributed earnings
	of subsidiaries			63,076			14,694			-			(77,770)			-
Income from continuing operations				225,513			4,726			72,620			(77,346)			225,513
Income from discontinued operations, net of tax				-			-			3,622			-			3,622
Equity in undistributed earnings of
	discontinued operations			3,622			3,622			-			(7,244)			-
Net Income			$	229,135		$	8,348		$	76,242		$	(84,590)		$	229,135
Comprehensive income (loss), net of tax			$	198,168		$	3,393		$	45,299		$	(48,692)		$	198,168

Condensed Consolidating Statement of Operations
			Nine months ended September 30, 2013
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest and dividend income:
	Loans		3,342			-			1,094,523			(784)			1,097,081
	Money market investments		113			3			2,630			(114)			2,632
	Investment securities		10,634			242			105,350			(8,736)			107,490
	Trading account securities		-			-			16,212			-			16,212
	Total interest and dividend income		14,089			245			1,218,715			(9,634)			1,223,415
Interest expense:
	Deposits		-			-			96,179			(3)			96,176
	Short-term borrowings		-			81			29,925			(895)			29,111
	Long-term debt		75,312			21,542			19,943			(8,736)			108,061
	Total interest expense		75,312			21,623			146,047			(9,634)			233,348
Net interest (expense) income			(61,223)			(21,378)			1,072,668			-			990,067
Provision for loan losses- non-covered loans			32			-			486,751			-			486,783
Provision for loan losses- covered loans			-			-			60,489			-			60,489
Net interest (expense) income
	after provision for loan losses		(61,255)			(21,378)			525,428			-			442,795
Service charges on deposit accounts			-			-			123,056			-			123,056
Other service fees			-			-			170,715			(1,451)			169,264
Mortgage banking activities			-			-			57,270			-			57,270
Net gain and valuation adjustments on
	investment securities		5,856			-			-			-			5,856
Trading account profit (loss)			134			-			(12,070)			-			(11,936)
Net loss on sale of loans, including valuation
	adjustments on loans held-for-sale		-			-			(56,054)			-			(56,054)
Adjustments (expense) to indemnity reserves
	on loans sold		-			-			(30,162)			-			(30,162)
FDIC loss share expense			-			-			(44,887)			-			(44,887)
Other operating income			345,818			3,427			44,085			-			393,330
	Total non-interest income		351,808			3,427			251,953			(1,451)			605,737
Operating expenses:
Personnel costs			23,152			-			299,140			-			322,292
Net occupancy expenses			2,649			2			60,286			-			62,937
Equipment expenses			3,113			-			31,379			-			34,492
Other taxes			280			-			44,153			-			44,433
Professional fees			9,814			68			194,274			(167)			203,989
Communications			323			-			18,913			-			19,236
Business promotion			1,254			-			41,497			-			42,751
FDIC deposit insurance			-			-			42,056			-			42,056
Loss on early extinguishment of debt			-			3,388			-			-			3,388
Other real estate owned (OREO) expenses			-			-			70,156			-			70,156
Other operating expenses			(40,654)			325			107,911			(1,900)			65,682
Amortization of intangibles			-			-			5,969			-			5,969
	Total operating expenses		(69)			3,783			915,734			(2,067)			917,381
Income (loss) before income tax
	and equity in earnings of subsidiaries		290,622			(21,734)			(138,353)			616			131,151
Income tax expense (benefit)			(1,176)			-			(275,429)			116			(276,489)
Income (loss) before equity in
	earnings of subsidiaries		291,798			(21,734)			137,076			500			407,640
Equity in undistributed earnings of subsidiaries			115,842			31,062			-			(146,904)			-
Income from continuing operations			407,640			9,328			137,076			(146,404)			407,640
Income from discontinued operations, net of tax			-			-			28,656			-			28,656
Equity in undistributed losses of
	discontinued operations		28,656			28,656			-			(57,312)			-
Net Income		$	436,296		$	37,984		$	165,732		$	(203,716)		$	436,296
Comprehensive income (loss), net of tax		$	282,158		$	(18,572)		$	13,013		$	5,559		$	282,158

Condensed ConsolidatingStatementof Cash Flows (Unaudited)

						Nine months ended September 30, 2014
										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 (loss) income					$	(362,332)	$	(90,397)	$	121,992	$	(31,595)	$	(362,332)
Adjustments to reconcile net (loss) income to net
	cash (used in) provided by operating activities:
	Equity in undistributed (earnings) losses of subsidiaries					(113,176)		81,156		-		32,020		-
	Provision for loan losses					(195)		-		215,573		-		215,378
	Goodwill impairment losses					-		-		186,511		-		186,511
	Amortization of intangibles					-		-		7,351		-		7,351
	Depreciation and amortization of premises and
		equipment				490		-		34,917		-		35,407
	Net accretion of discounts and amortization
		of premiums and deferred fees				404,461		-		(106,143)		-		298,318
	Fair value adjustments on mortgage servicing rights					-		-		18,424		-		18,424
	FDIC loss share expense					-		-		84,331		-		84,331
	Adjustments (expense) to indemnity reserves on
		loans sold				-		-		27,281		-		27,281
	Earnings from investments under the
		equity method				(9,301)		(371)		(22,258)		-		(31,930)
	Deferred income tax expense					7,857		-		26,046		272		34,175
	Loss (gain) on:
			Disposition of premises and equipment			1		-		(2,579)		-		(2,578)
			Sale and valuation adjustments of investment
				securities		-		-		1,763		-		1,763
			Sale of loans, including valuation adjustments on
				loans held for sale and mortgage banking activities		-		-		(69,391)		-		(69,391)
			Sale of foreclosed assets, including write-downs			-		-		13,147		-		13,147
			Disposal of discontinued business			-		-		(28,025)		-		(28,025)
	Acquisitions of loans held-for-sale					-		-		(232,430)		-		(232,430)
	Proceeds from sale of loans held-for-sale					-		-		97,638		-		97,638
	Net originations on loans held-for-sale					-		-		(512,521)		-		(512,521)
	Net (increase) decrease in:
			Trading securities			(247)		-		883,282		-		883,035
			Accrued income receivable			9		83		11,349		(4)		11,437
			Other assets			4,554		(7,168)		155,043		(27,760)		124,669
	Net increase (decrease) in:
			Interest payable			(809)		(2,669)		(8,273)		4		(11,747)
			Pension and other postretirement benefits
				obligations		-		-		(4,478)		-		(4,478)
			Other liabilities			(4,954)		(31,996)		43,708		27,063		33,821
Total adjustments						288,690		39,035		820,266		31,595		1,179,586
Net cash (used in) provided by operating activities						(73,642)		(51,362)		942,258		-		817,254
Cash flows from investing activities:
	Net (increase) decrease in money market investments					(997)		3,230		(194,671)		(2,230)		(194,668)
	Purchases of investment securities:
			Available-for-sale			-		-		(1,825,654)		-		(1,825,654)
			Held-to-maturity			-		-		(1,000)		-		(1,000)
			Other			-		-		(97,301)		-		(97,301)
	Proceeds from calls, paydowns, maturities and
		redemptions of investment securities:
			Available-for-sale			-		-		1,327,672		-		1,327,672
			Held-to-maturity			-		-		29,834		-		29,834
			Other			1,000		-		89,530		-		90,530
	Proceeds from sale of investment securities:
			Available for sale			-		-		91,298		-		91,298
			Other			-		-		27,356		-		27,356
	Net repayments on loans					448,285		-		628,860		(448,574)		628,571
	Proceeds from sale of loans					-		-		233,527		-		233,527
	Acquisition of loan portfolios					-		-		(356,710)		-		(356,710)
	Net payments from FDIC under loss sharing
		agreements				-		-		179,250		-		179,250
	Capital contribution to subsidiary					(100,000)		-		-		100,000		-
	Return of capital from wholly-owned subsidiaries					210,000		250,000		-		(460,000)		-
	Net cash disbursed from disposal of discontinued business					-		-		(233,967)		-		(233,967)
	Acquisition of premises and equipment					(415)		-		(39,189)		-		(39,604)
	Proceeds from sale of:
			Premises and equipment			24		-		12,120		-		12,144
			Foreclosed assets			-		-		110,677		-		110,677
Net cash provided by (used in) investing activities						557,897		253,230		(18,368)		(810,804)		(18,045)
Cash flows from financing activities:
	Net increase (decrease) in:
			Deposits			-		-		(220,680)		8,416		(212,264)
			Federal funds purchased and assets sold
				under agreements to repurchase		-		-		(8,580)		-		(8,580)
			Other short-term borrowings			-		8,126		(856,700)		448,574		(400,000)
	Payments of notes payable					(936,000)		-		(111,546)		-		(1,047,546)
	Proceeds from issuance of notes payable					450,000		-		331,905		-		781,905
	Proceeds from issuance of common stock					4,323		-		-		-		4,323
	Dividends paid					(2,792)		-		-		-		(2,792)
	Repurchase of TARP-related warrants					(3,000)		-		-		-		(3,000)
	Net payments for repurchase of common stock					(3,052)		-		-		-		(3,052)
	Return of capital to parent company					-		(210,000)		(250,000)		460,000		-
	Capital contribution from parent					-		-		100,000		(100,000)		-
Net cash used in financing activities						(490,521)		(201,874)		(1,015,601)		816,990		(891,006)
Net decrease in cash and due from banks						(6,266)		(6)		(91,711)		6,186		(91,797)
Cash and due from banks at beginning of period						10,595		616		422,967		(10,967)		423,211
Cash and due from banks at end of period,
	including discontinued operations					4,329		610		331,256		(4,781)		331,414
Less: cash from discontinued operations						-		-		9,500		-		9,500
Cash and due from banks at end of period					$	4,329	$	610	$	321,756	$	(4,781)	$	321,914
The Condensed Consolidating Statements of Cash Flows include the cash flows from operating, investing and financing activities associated with discontinued operations.

Condensed Consolidating Statementof Cash Flows

						Nine months ended September 30, 2013
										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					$	436,296	$	37,984	$	165,732	$	(203,716)	$	436,296
Adjustments to reconcile net income to net
	cash (used in) provided by operating activities:
	Equity in undistributed earnings of subsidiaries					(144,498)		(59,718)		-		204,216		-
	Provision for loan losses					32		-		545,895		-		545,927
	Amortization of intangibles					-		-		7,403		-		7,403
	Depreciation and amortization of premises and
		equipment				482		2		36,572		-		37,056
	Net accretion of discounts and amortization
		of premiums and deferred fees				23,798		444		(72,437)		-		(48,195)
	Fair value adjustments on mortgage servicing rights					-		-		6,862		-		6,862
	FDIC loss share expense					-		-		44,887		-		44,887
	Adjustments (expense) to indemnity reserves on
		loans sold				-		-		30,162		-		30,162
	Earnings from investments under the equity
		method				(23,376)		(3,361)		(16,003)		-		(42,740)
	Deferred income tax benefit					(10,256)		-		(292,898)		116		(303,038)
	Loss (gain) on:
			Disposition of premises and equipment			6		(66)		(3,000)		-		(3,060)
			Sale of loans, including valuation adjustments on
				loans held for sale and mortgage banking activities		-		-		37,564		-		37,564
			Sale of stock in equity method investee			(312,589)		-		-		-		(312,589)
			Sale of foreclosed assets, including write-downs			-		-		45,045		-		45,045
	Acquisitions of loans held-for-sale					-		-		(15,335)		-		(15,335)
	Proceeds from sale of loans held-for-sale					-		-		168,046		-		168,046
	Net originations on loans held-for-sale					-		-		(1,169,094)		-		(1,169,094)
	Net (increase) decrease in:
			Trading securities			(118)		-		1,193,383		-		1,193,265
			Accrued income receivable			1,548		81		1,468		(250)		2,847
			Other assets			2,996		130		(1,562)		(2,174)		(610)
	Net increase (decrease) in:
			Interest payable			-		(3,158)		(6,257)		(65)		(9,480)
			Pension and other postretirement benefits
				obligations		-		-		6,459		-		6,459
			Other liabilities			(5,090)		(2,330)		(17,043)		1,873		(22,590)
Total adjustments						(467,065)		(67,976)		530,117		203,716		198,792
Net cash (used in) provided by operating activities						(30,769)		(29,992)		695,849		-		635,088
Cash flows from investing activities:
	Net (increase) decrease in money market investments					(5,147)		508		124,039		4,392		123,792
	Purchases of investment securities:
			Available-for-sale			-		-		(1,661,080)		-		(1,661,080)
			Held-to-maturity			-		-		(250)		-		(250)
			Other			-		-		(145,691)		-		(145,691)
	Proceeds from calls, paydowns, maturities and
		redemptions of investment securities:
			Available-for-sale			35,000		-		1,541,112		-		1,576,112
			Held-to-maturity			-		-		4,278		-		4,278
			Other			-		-		132,270		-		132,270
	Net (originations) repayments on loans					(327,910)		-		959,455		383,362		1,014,907
	Proceeds from sale of loans					-		-		310,767		-		310,767
	Acquisition of loan portfolios					-		-		(1,727,454)		-		(1,727,454)
	Net payments from FDIC under loss sharing
		agreements				-		-		52,758		-		52,758
	Return of capital from equity method investments					-		438		-		-		438
	Proceeds from sale of sale of stock in
		equity method investee				363,492		-		-		-		363,492
	Capital contribution to subsidiary					(31,500)		-		-		31,500		-
	Mortgage servicing rights purchased					-		-		(45)		-		(45)
	Acquisition of premises and equipment					(285)		-		(26,929)		-		(27,214)
	Proceeds from sale of:
			Premises and equipment			33		180		9,225		-		9,438
			Foreclosed assets			-		-		200,546		-		200,546
Net cash provided by investing activities						33,683		1,126		(226,999)		419,254		227,064
Cash flows from financing activities:
	Net increase (decrease) in:
			Deposits			-		-		(638,820)		(3,607)		(642,427)
			Assets sold under agreements to
				repurchase		-		-		(218,644)		(4,900)		(223,544)
			Other short-term borrowings			-		233,560		339,801		(383,361)		190,000
	Payments of notes payable					-		(236,200)		(95,635)		-		(331,835)
	Proceeds from issuance of notes payable					-		-		73,154		-		73,154
	Proceeds from issuance of common stock					4,952		-		-		-		4,952
	Dividends paid					(2,792)		-		-		-		(2,792)
	Net payments for repurchase of common stock					(433)		-		-		-		(433)
	Capital contribution from parent					-		31,500		-		(31,500)		-
Net cash provided by (used in) financing activities						1,727		28,860		(540,144)		(423,368)		(932,925)
Net increase (decrease) in cash and due from banks						4,641		(6)		(71,294)		(4,114)		(70,773)
Cash and due from banks at beginning of period						1,103		624		439,552		(1,916)		439,363
Cash and due from banks at end of period					$	5,744	$	618	$	368,258	$	(6,030)	$	368,590
The Condensed Consolidating Statements of Cash Flows include the cash flows from operating, investing and financing activities associated with discontinued operations.