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

3 Months Ended

Mar. 31, 2015

Notes to Financial Statements [Abstract]

Schedule Condensed Financial Statements [Text Block]

Note 40 – 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 March 31, 2015 and December 31, 2014, and the results of their operations and cash flows for periods ended March 31,2015 and 2014.

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 PIBIprior to that date, became a direct wholly-owned subsidiary of PIHC after an internal reorganization. Since the internal reorganization, PIBI is no longer a bank holding company and is no longer a potential issuer of the Corporation's debt securities. PIBI has no outstanding registered debt securities that would also be guaranteed by PIHC.

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 March 31,2015, BPPR could have declared a dividend of approximately $402 million (December 31, 2014 - $542 million).

Condensed Consolidating Statement of Financial Condition (Unaudited)
		At March 31, 2015
							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			$	3,573	$	606	$	495,667	$	(4,070)	$	495,776
Money market investments				19,785		1,814		2,288,430		(2,814)		2,307,215
Trading account securities, at fair value				1,766		-		132,528		-		134,294
Investment securities available-for-sale, at
	fair value			239		-		5,548,464		-		5,548,703
Investment securities held-to-maturity, at
	amortized cost			-		-		101,595		-		101,595
Other investment securities, at lower of cost
	or realizable value			9,850		4,492		148,696		-		163,038
Investment in subsidiaries				4,995,835		1,369,517		-		(6,365,352)		-
Loans held-for-sale, at lower of cost or
	fair value			-		-		160,602		-		160,602
Loans held-in-portfolio:
	Loans not covered under loss sharing
	agreements with the FDIC			45,093		-		21,108,438		(43,384)		21,110,147
	Loans covered under loss sharing
	agreements with the FDIC			-		-		2,456,552		-		2,456,552
	Less - Unearned income			-		-		97,217		-		97,217
	Allowance for loan losses			49		-		588,648		-		588,697
	Total loans held-in-portfolio, net			45,044		-		22,879,125		(43,384)		22,880,785
FDIC loss share asset				-		-		409,844		-		409,844
Premises and equipment, net				2,558		-		489,733		-		492,291
Other real estate not covered under loss
	sharing agreements with the FDIC			98		-		128,072		-		128,170
Other real estate covered under loss
	sharing agreements with the FDIC			-		-		113,557		-		113,557
Accrued income receivable				132		31		129,558		(82)		129,639
Mortgage servicing assets, at fair value				-		-		149,024		-		149,024
Other assets				67,342		25,657		1,764,436		(14,501)		1,842,934
Goodwill				-		-		508,311		(1)		508,310
Other intangible assets				554		-		58,509		-		59,063
Total assets			$	5,146,776	$	1,402,117	$	35,506,151	$	(6,430,204)	$	35,624,840
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	6,289,272	$	(4,070)	$	6,285,202
	Interest bearing			-		-		20,991,301		(2,814)		20,988,487
	Total deposits			-		-		27,280,573		(6,884)		27,273,689
Federal funds purchased and assets
	sold under agreements to repurchase			-		-		1,132,643		-		1,132,643
Other short-term borrowings				-		15,384		29,200		(43,384)		1,200
Notes payable				740,812		148,988		867,513		-		1,757,313
Other liabilities				28,844		4,235		1,062,895		(15,029)		1,080,945
Liabilities from discontinued operations				-		-		1,930		-		1,930
Total liabilities				769,656		168,607		30,374,754		(65,297)		31,247,720
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,037		2		56,307		(56,309)		1,037
Surplus				4,189,405		4,269,208		5,931,230		(10,191,911)		4,197,932
Retained earnings (accumulated deficit)				336,140		(3,044,927)		(662,460)		3,698,860		327,613
Treasury stock, at cost				(5,222)		-		-		-		(5,222)
Accumulated other comprehensive loss,
	net of tax			(194,400)		9,227		(193,680)		184,453		(194,400)
Total stockholders' equity				4,377,120		1,233,510		5,131,397		(6,364,907)		4,377,120
Total liabilities and stockholders' equity			$	5,146,776	$	1,402,117	$	35,506,151	$	(6,430,204)	$	35,624,840

Condensed Consolidating Statement of Financial Condition (Unaudited)
		At December 31, 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			$	20,448	$	608	$	380,890	$	(20,851)	$	381,095
Money market investments				19,747		357		1,803,639		(1,357)		1,822,386
Trading account securities, at fair value				1,640		-		136,887		-		138,527
Investment securities available-for-sale, at
	fair value			231		-		5,314,928		-		5,315,159
Investment securities held-to-maturity, at
	amortized cost			-		-		103,170		-		103,170
Other investment securities, at lower of cost
	or realizable value			9,850		4,492		147,564		-		161,906
Investment in subsidiaries				4,878,866		1,353,616		-		(6,232,482)		-
Loans held-for-sale, at lower of cost or
	fair value			-		-		106,104		-		106,104
Loans held-in-portfolio:
	Loans not covered under loss sharing
	agreements with the FDIC			55,486		-		19,496,569		(53,769)		19,498,286
	Loans covered under loss sharing
	agreements with the FDIC			-		-		2,542,662		-		2,542,662
	Less - Unearned income			-		-		93,835		-		93,835
	Allowance for loan losses			41		-		601,751		-		601,792
	Total loans held-in-portfolio, net			55,445		-		21,343,645		(53,769)		21,345,321
FDIC loss share asset				-		-		542,454		-		542,454
Premises and equipment, net				2,512		-		492,069		-		494,581
Other real estate not covered under loss
	sharing agreements with the FDIC			90		-		135,410		-		135,500
Other real estate covered under loss
	sharing agreements with the FDIC			-		-		130,266		-		130,266
Accrued income receivable				75		112		121,657		(26)		121,818
Mortgage servicing assets, at fair value				-		-		148,694		-		148,694
Other assets				67,962		26,514		1,570,094		(18,127)		1,646,443
Goodwill				-		-		465,677		(1)		465,676
Other intangible assets				555		-		37,040		-		37,595
Total assets			$	5,057,421	$	1,385,699	$	32,980,188	$	(6,326,613)	$	33,096,695
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
	Non-interest bearing		$	-	$	-	$	5,804,599	$	(20,851)	$	5,783,748
	Interest bearing			-		-		19,025,144		(1,357)		19,023,787
	Total deposits			-		-		24,829,743		(22,208)		24,807,535
Assets sold under agreements to repurchase				-		-		1,271,657		-		1,271,657
Other short-term borrowings				-		8,169		66,800		(53,769)		21,200
Notes payable				740,812		148,988		822,028		-		1,711,828
Other liabilities				49,226		6,872		974,147		(18,216)		1,012,029
Liabilities from discontinued operations				-		-		5,064		-		5,064
Total liabilities				790,038		164,029		27,969,439		(94,193)		28,829,313
Stockholders' equity:
Preferred stock				50,160		-		-		-		50,160
Common stock				1,036		2		56,307		(56,309)		1,036
Surplus				4,187,931		4,269,208		5,931,161		(10,191,842)		4,196,458
Retained earnings (accumulated deficit)				262,244		(3,043,476)		(747,702)		3,782,651		253,717
Treasury stock, at cost				(4,116)		-		(1)		-		(4,117)
Accumulated other comprehensive
	loss, net of tax			(229,872)		(4,064)		(229,016)		233,080		(229,872)
Total stockholders' equity				4,267,383		1,221,670		5,010,749		(6,232,420)		4,267,382
Total liabilities and stockholders' equity			$	5,057,421	$	1,385,699	$	32,980,188	$	(6,326,613)	$	33,096,695

Condensed Consolidating Statement of Operations (Unaudited)
			Quarter ended March 31, 2015
							All other
		Popular, Inc.		PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.		Holding Co.			eliminations			entries			Consolidated
Interest income:
	Dividend income from subsidiaries	$	1,500		$	-		$	-		$	(1,500)		$	-
	Loans		140			-			355,613			(122)			355,631
	Money market investments		2			2			1,444			(2)			1,446
	Investment securities		143			81			30,077			-			30,301
	Trading account securities		-			-			2,696			-			2,696
	Total interest income		1,785			83			389,830			(1,624)			390,074
Interest expense:
	Deposits		-			-			25,866			(2)			25,864
	Short-term borrowings		-			101			1,755			(122)			1,734
	Long-term debt		13,118			2,695			3,468			-			19,281
	Total interest expense		13,118			2,796			31,089			(124)			46,879
Net interest (expense) income			(11,333)			(2,713)			358,741			(1,500)			343,195
Provision for loan losses- non-covered loans			-			-			29,711			-			29,711
Provision for loan losses- covered loans			-			-			10,324			-			10,324
Net interest (expense) income
	after provision for loan losses		(11,333)			(2,713)			318,706			(1,500)			303,160
Service charges on deposit accounts			-			-			39,017			-			39,017
Other service fees			-			-			53,714			(88)			53,626
Mortgage banking activities			-			-			12,852			-			12,852
Net gain and valuation adjustments on
Trading account profit			40			-			374			-			414
Net gain on sale of loans, including valuation
	adjustments on loans held-for-sale		-			-			(79)			-			(79)
Adjustments (expense) to indemnity reserves
	on loans sold		-			-			(4,526)			-			(4,526)
FDIC loss share income			-			-			4,139			-			4,139
Other operating income			2,968			(828)			7,668			(16)			9,792
	Total non-interest income (expense)		3,008			(828)			113,159			(104)			115,235
Operating expenses:
Personnel costs			11,908			-			104,550			-			116,458
Net occupancy expenses			980			-			20,729			-			21,709
Equipment expenses			545			-			12,866			-			13,411
Other taxes			(1,458)			-			10,032			-			8,574
Professional fees			2,774			410			72,432			(88)			75,528
Communications			117			-			6,059			-			6,176
Business promotion			436			-			10,377			-			10,813
FDIC deposit insurance			-			-			6,398			-			6,398
Other real estate owned (OREO) expenses			-			-			23,069			-			23,069
Other operating expenses			(16,935)			109			34,819			(644)			17,349
Amortization of intangibles			-			-			2,104			-			2,104
Restructuring cost			-			-			10,753			-			10,753
	Total operating expenses		(1,633)			519			314,188			(732)			312,342
(Loss) income before income tax and equity in
	earnings of subsidiaries		(6,692)			(4,060)			117,677			(872)			106,053
Income tax expense			47			-			32,276			245			32,568
(Loss) income before equity in earnings of
	subsidiaries		(6,739)			(4,060)			85,401			(1,117)			73,485
Equity in undistributed earnings of
	subsidiaries		80,224			1,269			-			(81,493)			-
Income (loss) from continuing operations			73,485			(2,791)			85,401			(82,610)			73,485
Income from discontinued operations, net of tax			-			-			1,341			-			1,341
Equity in undistributed income of discontinued
	operations		1,341			1,341			-			(2,682)			-
Net Income (loss)		$	74,826		$	(1,450)		$	86,742		$	(85,292)		$	74,826
Comprehensive income, net of tax		$	110,298		$	11,841		$	122,078		$	(133,919)		$	110,298

Condensed Consolidating Statement of Operations (Unaudited)
				Quarter ended March 31, 2014
								All other
		Popular, Inc.			PNA			subsidiaries and			Elimination			Popular, Inc.
(In thousands)		Holding Co.			Holding Co.			eliminations			entries			Consolidated
Interest income:
	Loans		$	562		$	-		$	377,581		$	(541)		$	377,602
	Money market investments			7			3			972			(9)			973
	Investment securities			166			80			34,881			-			35,127
	Trading account securities			-			-			5,257			-			5,257
	Total interest income			735			83			418,691			(550)			418,959
Interest expense:
	Deposits			-			-			26,860			(2)			26,858
	Short-term borrowings			-			217			9,371			(548)			9,040
	Long-term debt			26,054			2,707			3,129			-			31,890
	Total interest expense			26,054			2,924			39,360			(550)			67,788
Net interest (expense) income				(25,319)			(2,841)			379,331			-			351,171
Provision for loan losses- non-covered loans				(208)			-			54,330			-			54,122
Provision for loan losses- covered loans				-			-			25,714			-			25,714
Net interest (expense) income
	after provision for loan losses			(25,111)			(2,841)			299,287			-			271,335
Service charges on deposit accounts				-			-			39,359			-			39,359
Other service fees				-			-			52,885			(67)			52,818
Mortgage banking activities				-			-			3,678			-			3,678
Net gain and valuation adjustments on
Trading account loss				21			-			1,956			-			1,977
Net gain on sale of loans, including valuation
	adjustments on loans held-for-sale			-			-			4,393			-			4,393
Adjustments (expense) to indemnity reserves
	on loans sold			-			-			(10,347)			-			(10,347)
FDIC loss share expense				-			-			(24,206)			-			(24,206)
Other operating income				3,401			661			24,298			-			28,360
	Total non-interest income			3,422			661			92,016			(67)			96,032
Operating expenses:
Personnel costs				8,309			-			95,992			-			104,301
Net occupancy expenses				932			-			20,428			-			21,360
Equipment expenses				941			-			10,471			-			11,412
Other taxes				184			-			13,479			-			13,663
Professional fees				3,046			1,004			63,016			(67)			66,999
Communications				127			-			6,558			-			6,685
Business promotion				411			-			10,975			-			11,386
FDIC deposit insurance				-			-			10,978			-			10,978
Other real estate owned (OREO) expenses				-			-			6,440			-			6,440
Other operating expenses				(13,768)			109			36,651			(643)			22,349
Amortization of intangibles				-			-			2,026			-			2,026
	Total operating expenses			182			1,113			277,014			(710)			277,599
(Loss) income before income tax
	and equity in earnings of subsidiaries			(21,871)			(3,293)			114,289			643			89,768
Income tax (benefit) expense				(834)			-			23,847			251			23,264
(Loss) income before equity in earnings of subsidiaries				(21,037)			(3,293)			90,442			392			66,504
Equity in undistributed earnings
	of subsidiaries			87,541			17,692			-			(105,233)			-
Income from continuing operations				66,504			14,399			90,442			(104,841)			66,504
Income from discontinued operations, net of tax				-			-			19,905			-			19,905
Equity in undistributed earnings of
	discontinued operations			19,905			19,905			-			(39,810)			-
Net Income			$	86,409		$	34,304		$	110,347		$	(144,651)		$	86,409
Comprehensive income, net of tax			$	118,879		$	45,871		$	144,132		$	(190,003)		$	118,879

Condensed ConsolidatingStatementof Cash Flows (UNAUDITED)

						Quarter March 31, 2015
										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 (loss)					$	74,826	$	(1,450)	$	86,742	$	(85,292)	$	74,826
Adjustments to reconcile net income (loss) to net
	cash (used in) provided by operating activities:
	Equity in undistributed (earnings) losses of subsidiaries					(81,565)		(2,610)		-		84,175		-
	Provision for loan losses					-		-		40,035		-		40,035
	Amortization of intangibles					-		-		2,104		-		2,104
	Depreciation and amortization of premises and
		equipment				194		-		11,725		-		11,919
	Net accretion of discounts and amortization
		of premiums and deferred fees				-		-		(19,100)		-		(19,100)
	Fair value adjustments on mortgage servicing rights					-		-		4,929		-		4,929
	FDIC loss share income					-		-		(4,139)		-		(4,139)
	Adjustments (expense) to indemnity reserves on
		loans sold				-		-		4,526		-		4,526
	Earnings from investments under the
		equity method				(2,968)		828		(161)		-		(2,301)
	Deferred income tax expense					-		-		23,135		245		23,380
	Loss (gain) on:
			Disposition of premises and equipment			-		-		(978)		-		(978)
			Sale and valuation adjustments of investment
			Sale of loans, including valuation adjustments on
				loans held for sale and mortgage banking activities		-		-		(7,222)		-		(7,222)
			Sale of foreclosed assets, including write-downs			-		-		14,851		-		14,851
	Acquisitions of loans held-for-sale					-		-		(121,929)		-		(121,929)
	Proceeds from sale of loans held-for-sale					-		-		27,547		-		27,547
	Net originations on loans held-for-sale					-		-		(179,604)		-		(179,604)
	Net (increase) decrease in:
			Trading securities			(126)		-		178,068		-		177,942
			Accrued income receivable			(56)		81		(94)		56		(13)
			Other assets			3,716		28		(27,900)		(3,871)		(28,027)
	Net (decrease) increase in:
			Interest payable			(7,875)		(2,629)		344		(56)		(10,216)
			Pension and other postretirement benefits
				obligations		-		-		1,019		-		1,019
			Other liabilities			(12,816)		(7)		(9,797)		3,243		(19,377)
Total adjustments						(101,496)		(4,309)		(62,641)		83,792		(84,654)
Net cash (used in) provided by operating activities						(26,670)		(5,759)		24,101		(1,500)		(9,828)
Cash flows from investing activities:
	Net (increase) decrease in money market investments					(38)		(1,457)		(484,791)		1,457		(484,829)
	Purchases of investment securities:
			Available-for-sale			-		-		(411,189)		-		(411,189)
			Held-to-maturity			-		-		(250)		-		(250)
			Other			-		-		(2,520)		-		(2,520)
	Proceeds from calls, paydowns, maturities and
		redemptions of investment securities:
			Available-for-sale			-		-		385,672		-		385,672
			Held-to-maturity			-		-		2,231		-		2,231
			Other			-		-		30,785		-		30,785
	Proceeds from sale of investment securities:
			Other			-		-		1,388		-		1,388
	Net repayments on loans					10,392		-		154,788		(10,386)		154,794
	Proceeds from sale of loans					-		-		19,127		-		19,127
	Acquisition of loan portfolios					-		-		(49,510)		-		(49,510)
	Net payments from FDIC under loss sharing
		agreements				-		-		132,265		-		132,265
	Net cash received and acquired from business combination					-		-		711,051		-		711,051
	Mortgage servicing rights purchased					-		-		(2,400)		-		(2,400)
	Acquisition of premises and equipment					(242)		-		(9,989)		-		(10,231)
	Proceeds from sale of:
			Premises and equipment			3		-		3,090		-		3,093
			Foreclosed assets			-		-		40,161		-		40,161
Net cash provided by (used in) investing activities						10,115		(1,457)		519,909		(8,929)		519,638
Cash flows from financing activities:
	Net increase (decrease) in:
			Deposits			-		-		250,582		15,324		265,906
			Federal funds purchased and assets sold
				under agreements to repurchase		-		-		(139,013)		-		(139,013)
			Other short-term borrowings			-		7,214		(165,815)		10,386		(148,215)
	Payments of notes payable					-		-		(419,487)		-		(419,487)
	Proceeds from issuance of notes payable					-		-		46,000		-		46,000
	Proceeds from issuance of common stock					1,405		-		-		-		1,405
	Dividends paid to parent company					-		-		(1,500)		1,500		-
	Dividends paid					(620)		-		-		-		(620)
	Net payments for repurchase of common stock					(1,105)		-		-		-		(1,105)
Net cash (used in) provided by financing activities						(320)		7,214		(429,233)		27,210		(395,129)
Net (decrease) increase in cash and due from banks						(16,875)		(2)		114,777		16,781		114,681
Cash and due from banks at beginning of period						20,448		608		380,890		(20,851)		381,095
Cash and due from banks at end of period					$	3,573	$	606	$	495,667	$	(4,070)	$	495,776
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

						Quarter ended March 31, 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 income					$	86,409	$	34,304	$	110,347	$	(144,651)	$	86,409
Adjustments to reconcile net income to net
	cash (used in) provided by operating activities:
	Equity in undistributed earnings of subsidiaries					(107,446)		(37,597)		-		145,043		-
	Provision for loan losses					(208)		-		73,280		-		73,072
	Amortization of intangibles					-		-		2,504		-		2,504
	Depreciation and amortization of premises and
		equipment				157		-		11,808		-		11,965
	Net accretion of discounts and amortization
		of premiums and deferred fees				265		-		(39,836)		-		(39,571)
	Fair value adjustments on mortgage servicing rights					-		-		8,096		-		8,096
	FDIC loss share expense					-		-		24,206		-		24,206
	Adjustments (expense) to indemnity reserves on
		loans sold				-		-		10,347		-		10,347
	Earnings from investments under the equity
		method				(3,401)		(661)		(12,868)		-		(16,930)
	Deferred income tax (benefit) expense					(1,577)		-		15,224		251		13,898
	Loss (gain) on:
			Disposition of premises and equipment			-		-		(1,671)		-		(1,671)
			Sale and valuation adjustments of investment
			Sale of loans, including valuation adjustments on
				loans held for sale and mortgage banking activities		-		-		(18,953)		-		(18,953)
			Sale of foreclosed assets, including write-downs			-		-		(1,199)		-		(1,199)
	Acquisitions of loans held-for-sale					-		-		(76,125)		-		(76,125)
	Proceeds from sale of loans held-for-sale					-		-		45,115		-		45,115
	Net originations on loans held-for-sale					-		-		(179,057)		-		(179,057)
	Net (increase) decrease in:
			Trading securities			(107)		-		219,104		-		218,997
			Accrued income receivable			(58)		83		5,564		52		5,641
			Other assets			1,488		(7,096)		30,505		(26,360)		(1,463)
	Net increase (decrease) in:
			Interest payable			2,080		(2,632)		(2,076)		(52)		(2,680)
			Pension and other postretirement benefits
				obligations		-		-		(1,562)		-		(1,562)
			Other liabilities			(3,245)		(31,708)		8,043		25,717		(1,193)
Total adjustments						(112,052)		(79,611)		120,449		144,651		73,437
Net cash (used in) provided by operating activities						(25,643)		(45,307)		230,796		-		159,846
Cash flows from investing activities:
	Net (increase) decrease in money market investments					(11,192)		3,986		(763,988)		7,214		(763,980)
	Purchases of investment securities:
			Available-for-sale			-		-		(436,233)		-		(436,233)
			Other			-		-		(34,768)		-		(34,768)
	Proceeds from calls, paydowns, maturities and
		redemptions of investment securities:
			Available-for-sale			-		-		194,949		-		194,949
			Held-to-maturity			-		-		1,888		-		1,888
			Other			-		-		49,964		-		49,964
	Proceeds from sale of investment securities:
	Net repayments on loans					27,886		-		205,955		(28,181)		205,660
	Proceeds from sale of loans					-		-		42,238		-		42,238
	Acquisition of loan portfolios					-		-		(201,385)		-		(201,385)
	Net payments from FDIC under loss sharing
		agreements				-		-		81,327		-		81,327
	Proceeds from sale of sale of stock in
	Acquisition of premises and equipment					(72)		-		(10,945)		-		(11,017)
	Proceeds from sale of:
			Premises and equipment			13		-		6,372		-		6,385
			Foreclosed assets			-		-		38,830		-		38,830
Net cash provided by (used in) investing activities						16,635		3,986		(825,796)		(20,967)		(826,142)
Cash flows from financing activities:
	Net increase (decrease) in:
			Deposits			-		-		547,943		12,029		559,972
			Federal funds purchased and assets sold under agreements to
				repurchase		-		-		560,121		(11,200)		548,921
			Other short-term borrowings			-		41,319		(469,500)		28,181		(400,000)
	Payments of notes payable					-		-		(110,514)		-		(110,514)
	Proceeds from issuance of notes payable					-		-		31,905		-		31,905
	Proceeds from issuance of common stock					1,666		-		-		-		1,666
	Dividends paid					(931)		-		-		-		(931)
	Net payments for repurchase of common stock					(17)		-		-		-		(17)
Net cash provided by financing activities						718		41,319		559,955		29,010		631,002
Net decrease in cash and due from banks						(8,290)		(2)		(35,045)		8,043		(35,294)
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					$	2,305	$	614	$	387,922	$	(2,924)	$	387,917
The Condensed Consolidating Statements of Cash Flows include the cash flows from operating, investing and financing activities associated with discontinued operations.