XML 58 R44.htm IDEA: XBRL DOCUMENT v3.4.0.3
Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities
3 Months Ended
Mar. 31, 2016
Disclosure Text Block  
Condensed Consolidating Financial Information of Guarantor and Issuers of Registeres Guranteed Securities

Note 36 – 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, 2016 and 2015, and the results of their operations and cash flows for periods ended March 31, 2016 and December 31, 2015.

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.

Condensed Consolidating Statement of Financial Condition (Unaudited)
At March 31, 2016
All other
Popular Inc.PNAsubsidiaries andEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.eliminationsentriesConsolidated
Assets:
Cash and due from banks$21,133$598$409,315$(21,423)$409,623
Money market investments255,25118,5191,917,209(273,519)1,917,460
Trading account securities, at fair value2,121-69,163-71,284
Investment securities available-for-sale, at
fair value227-6,649,603-6,649,830
Investment securities held-to-maturity, at
amortized cost--99,216-99,216
Other investment securities, at lower of cost
or realizable value9,8504,492149,682-164,024
Investment in subsidiaries5,679,3851,819,384-(7,498,769)-
Loans held-for-sale, at lower of cost or
fair value--125,315-125,315
Loans held-in-portfolio:
Loans not covered under loss-sharing
agreements with the FDIC1,167-22,617,321-22,618,488
Loans covered under loss-sharing
agreements with the FDIC--625,130-625,130
Less - Unearned income--110,751-110,751
Allowance for loan losses2-538,470-538,472
Total loans held-in-portfolio, net1,165-22,593,230-22,594,395
FDIC loss-share asset--219,448-219,448
Premises and equipment, net2,999-524,494-527,493
Other real estate not covered under loss-
sharing agreements with the FDIC566-165,394-165,960
Other real estate covered under loss-
sharing agreements with the FDIC--36,397-36,397
Accrued income receivable7336120,229(30)120,308
Mortgage servicing assets, at fair value--205,051-205,051
Other assets57,67023,4532,091,857(16,950)2,156,030
Goodwill--631,095-631,095
Other intangible assets553-53,527-54,080
Total assets$6,030,993$1,866,482$36,060,225$(7,810,691)$36,147,009
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest bearing$-$-$6,405,516$(21,423)$6,384,093
Interest bearing--21,416,019(273,519)21,142,500
Total deposits--27,821,535(294,942)27,526,593
Federal funds purchased and assets
sold under agreements to repurchase--760,154-760,154
Other short-term borrowings--6,370-6,370
Notes payable734,036148,492700,940-1,583,468
Other liabilities46,6573,591985,598(17,537)1,018,309
Liabilities from discontinued operations--1,815-1,815
Total liabilities780,693152,08330,276,412(312,479)30,896,709
Stockholders' equity:
Preferred stock50,160---50,160
Common stock1,039256,307(56,309)1,039
Surplus4,222,7064,111,2085,712,604(9,815,285)4,231,233
Retained earnings (accumulated deficit)1,165,003(2,409,905)195,1812,206,1971,156,476
Treasury stock, at cost(6,858)---(6,858)
Accumulated other comprehensive loss,
net of tax(181,750)13,094(180,279)167,185(181,750)
Total stockholders' equity5,250,3001,714,3995,783,813(7,498,212)5,250,300
Total liabilities and stockholders' equity$6,030,993$1,866,482$36,060,225$(7,810,691)$36,147,009

Condensed Consolidating Statement of Financial Condition (Unaudited)
At December 31, 2015
All other
Popular, Inc.PNAsubsidiaries andEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.eliminationsentriesConsolidated
Assets:
Cash and due from banks$24,298$600$363,620$(24,844)$363,674
Money market investments262,20423,9312,179,887(285,930)2,180,092
Trading account securities, at fair value2,020-69,639-71,659
Investment securities available-for-sale, at
fair value216-6,062,776-6,062,992
Investment securities held-to-maturity, at
amortized cost--100,903-100,903
Other investment securities, at lower of cost
or realizable value9,8504,492157,906-172,248
Investment in subsidiaries5,539,3251,789,512-(7,328,837)-
Loans held-for-sale, at lower of cost or
fair value--137,000-137,000
Loans held-in-portfolio:
Loans not covered under loss-sharing
agreements with the FDIC1,176-22,452,637-22,453,813
Loans covered under loss-sharing
agreements with the FDIC--646,115-646,115
Less - Unearned income--107,698-107,698
Allowance for loan losses3-537,108-537,111
Total loans held-in-portfolio, net1,173-22,453,946-22,455,119
FDIC loss-share asset--310,221-310,221
Premises and equipment, net2,823-499,788-502,611
Other real estate not covered under loss-
sharing agreements with the FDIC532-154,699-155,231
Other real estate covered under loss-
sharing agreements with the FDIC--36,685-36,685
Accrued income receivable85115124,070(36)124,234
Mortgage servicing assets, at fair value--211,405-211,405
Other assets54,90823,5962,132,616(17,958)2,193,162
Goodwill--626,388-626,388
Other intangible assets554-57,555-58,109
Total assets$5,897,988$1,842,246$35,679,104$(7,657,605)$35,761,733
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Non-interest bearing$-$-$6,426,359$(24,844)$6,401,515
Interest bearing--21,094,138(285,930)20,808,208
Total deposits--27,520,497(310,774)27,209,723
Federal funds purchased and assets sold
under agreements to repurchase--762,145-762,145
Other short-term borrowings--1,200-1,200
Notes payable733,516148,483780,509-1,662,508
Other liabilities59,1486,659971,429(18,218)1,019,018
Liabilities from discontinued operations--1,815-1,815
Total liabilities792,664155,14230,037,595(328,992)30,656,409
Stockholders' equity:
Preferred stock50,160---50,160
Common stock1,038256,307(56,309)1,038
Surplus4,220,6294,111,2085,712,635(9,815,316)4,229,156
Retained earnings (accumulated deficit)1,096,484(2,416,251)128,4592,279,2651,087,957
Treasury stock, at cost(6,101)---(6,101)
Accumulated other comprehensive
loss, net of tax(256,886)(7,855)(255,892)263,747(256,886)
Total stockholders' equity5,105,3241,687,1045,641,509(7,328,613)5,105,324
Total liabilities and stockholders' equity$5,897,988$1,842,246$35,679,104$(7,657,605)$35,761,733

Condensed Consolidating Statement of Operations (Unaudited)
Quarter ended March 31, 2016
All other
Popular, Inc.PNAsubsidiaries andEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.eliminationsentriesConsolidated
Interest and dividend income:
Dividend income from subsidiaries$29,700$-$-$(29,700)$-
Loans19-363,178-363,197
Money market investments255212,863(276)2,863
Investment securities2388035,953-36,271
Trading account securities--1,689-1,689
Total interest and dividend income30,212101403,683(29,976)404,020
Interest expense:
Deposits--30,150(276)29,874
Short-term borrowings--1,861-1,861
Long-term debt13,1172,6934,063-19,873
Total interest expense13,1172,69336,074(276)51,608
Net interest income (expense) 17,095(2,592)367,609(29,700)352,412
Provision (reversal) for loan losses- non-covered loans(34)-47,974-47,940
Provision (reversal) for loan losses- covered loans--(3,105)-(3,105)
Net interest income (expense)
after provision for loan losses17,129(2,592)322,740(29,700)307,577
Service charges on deposit accounts--39,862-39,862
Other service fees--53,439(57)53,382
Mortgage banking activities--10,551-10,551
Trading account profit (loss)24-(186)-(162)
Net loss on sale of loans, including valuation
adjustments on loans held-for-sale--(304)-(304)
Adjustments (expense) to indemnity reserves
on loans sold--(4,098)-(4,098)
FDIC loss-share expense--(3,146)-(3,146)
Other operating income 3,256(1,303)13,599(7)15,545
Total non-interest income3,280(1,303)109,717(64)111,630
Operating expenses:
Personnel costs15,421-111,670-127,091
Net occupancy expenses916-19,514-20,430
Equipment expenses445-14,103-14,548
Other taxes47-10,148-10,195
Professional fees2,8813072,605(57)75,459
Communications137-6,183-6,320
Business promotion465-10,645-11,110
FDIC deposit insurance--7,370-7,370
Other real estate owned (OREO) expenses --9,141-9,141
Other operating expenses(20,428)3938,106(552)17,165
Amortization of intangibles--3,114-3,114
Total operating expenses(116)69302,599(609)301,943
Income (loss) before income tax and equity in
earnings of subsidiaries20,525(3,964)129,858(29,155)117,264
Income tax expense (benefit)3(1,387)33,43621332,265
Income (loss) before equity in earnings of
subsidiaries20,522(2,577)96,422(29,368)84,999
Equity in undistributed earnings of
subsidiaries64,4778,923-(73,400)-
Net Income$84,999$6,346$96,422$(102,768)$84,999
Comprehensive income, net of tax$160,135$27,295$172,035$(199,330)$160,135

Condensed Consolidating Statement of Operations (Unaudited)
Quarter ended March 31, 2015
All other
Popular, Inc.PNAsubsidiaries andEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.eliminationsentriesConsolidated
Interest income:
Dividend income from subsidiaries$1,500$-$-$(1,500)$-
Loans140-355,613(122)355,631
Money market investments221,444(2)1,446
Investment securities1438130,077-30,301
Trading account securities--2,696-2,696
Total interest income1,78583389,830(1,624)390,074
Interest expense:
Deposits--25,866(2)25,864
Short-term borrowings-1011,755(122)1,734
Long-term debt13,1182,6953,468-19,281
Total interest expense13,1182,79631,089(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
Trading account profit40-374-414
Net loss 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 income3,008(828)113,159(104)115,235
Operating expenses:
Personnel costs11,908-104,550-116,458
Net occupancy expenses980-20,729-21,709
Equipment expenses545-12,866-13,411
Other taxes(1,458)-10,032-8,574
Professional fees2,77441072,432(88)75,528
Communications117-6,059-6,176
Business promotion436-10,377-10,813
FDIC deposit insurance--6,398-6,398
Other real estate owned (OREO) expenses --23,069-23,069
Other operating expenses(16,935)10934,819(644)17,349
Amortization of intangibles--2,104-2,104
Restructuring cost--10,753-10,753
Total operating expenses(1,633)519314,188(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 47-32,27624532,568
(Loss) income before equity in earnings of subsidiaries(6,739)(4,060)85,401(1,117)73,485
Equity in undistributed earnings
of subsidiaries80,2241,269-(81,493)-
Income (loss) from continuing operations73,485(2,791)85,401(82,610)73,485
Income from discontinued operations, net of tax--1,341-1,341
Equity in undistributed earnings of
discontinued operations1,3411,341-(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 Cash Flows

Quarter ended March 31,2016
All other
Popular, Inc.PNAsubsidiariesEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.and eliminationsentriesConsolidated
Cash flows from operating activities:
Net income $84,999$6,346$96,422$(102,768)$84,999
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiaries(64,477)(8,923)-73,400-
Provision (reversal) for loan losses (34)-44,869-44,835
Amortization of intangibles--3,114-3,114
Depreciation and amortization of premises and
equipment177-11,530-11,707
Net accretion of discounts and amortization
of premiums and deferred fees 5218(11,687)-(11,158)
Fair value adjustments on mortgage servicing rights--8,477-8,477
FDIC loss-share income--3,146-3,146
Adjustments (expense) to indemnity reserves on
loans sold--4,098-4,098
(Earnings) losses from investments under the
equity method(3,256)1,303(5,136)-(7,089)
Deferred income tax expense (benefit)3(1,387)24,38921323,218
(Gain) loss on:
Disposition of premises and equipment and other
productive assets--(1,946)-(1,946)
Sale of loans, including valuation adjustments on
loans held for sale and mortgage banking activities--(7,101)-(7,101)
Sale of foreclosed assets, including write-downs--2,802-2,802
Acquisitions of loans held-for-sale--(66,451)-(66,451)
Proceeds from sale of loans held-for-sale--22,253-22,253
Net originations on loans held-for-sale--(110,528)-(110,528)
Net (increase) decrease in:
Trading securities(101)-176,699-176,598
Accrued income receivable12793,842(7)3,926
Other assets12122,194(1,220)20,996
Net (decrease) increase in:
Interest payable(7,875)(2,685)(1,708)7(12,261)
Pension and other postretirement benefits
obligations--1,536-1,536
Other liabilities(4,622)(382)(12,681)675(17,010)
Total adjustments(79,651)(11,966)111,71173,06893,162
Net cash provided by (used in) operating activities5,348(5,620)208,133(29,700)178,161
Cash flows from investing activities:
Net decrease in money market investments 6,9525,412262,679(12,411)262,632
Purchases of investment securities:
Available-for-sale--(742,859)-(742,859)
Other--(59,786)-(59,786)
Proceeds from calls, paydowns, maturities and
redemptions of investment securities:
Available-for-sale--239,399-239,399
Held-to-maturity--2,108-2,108
Other--41,664-41,664
Proceeds from sale of investment securities:
Other--26,346-26,346
Net repayments on loans 8-13,327-13,335
Proceeds from sale of loans--1,128-1,128
Acquisition of loan portfolios --(212,798)-(212,798)
Net payments from FDIC under loss-sharing
agreements--88,588-88,588
Return of capital from equity method investments-206--206
Acquisition of premises and equipment(398)-(38,421)-(38,819)
Proceeds from sale of:
Premises and equipment and other productive assets46-5,046-5,092
Foreclosed assets--14,513-14,513
Net cash provided by (used in) investing activities6,6085,618(359,066)(12,411)(359,251)
Cash flows from financing activities:
Net increase (decrease) in:
Deposits--302,71815,832318,550
Federal funds purchased and assets sold
under agreements to repurchase--(1,991)-(1,991)
Other short-term borrowings--5,170-5,170
Payments of notes payable --(108,452)-(108,452)
Proceeds from issuance of notes payable--28,883-28,883
Proceeds from issuance of common stock2,109---2,109
Dividends paid to parent company--(29,700)29,700-
Dividends paid(16,473)---(16,473)
Net payments for repurchase of common stock(757)---(757)
Net cash (used in) provided by financing activities(15,121)-196,62845,532227,039
Net (decrease) increase in cash and due from banks(3,165)(2)45,6953,42145,949
Cash and due from banks at beginning of period24,298600363,620(24,844)363,674
Cash and due from banks at end of period$21,133$598$409,315$(21,423)$409,623
During the quarter ended March 31, 2016 there have not been any cash flows associated with discontinued operations.

Condensed Consolidating Statement of Cash Flows

Quarter ended March 31,2015
All other
Popular, Inc.PNAsubsidiariesEliminationPopular, Inc.
(In thousands)Holding Co.Holding Co.and eliminationsentriesConsolidated
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
equipment194-11,725-11,919
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--23,13524523,380
(Gain) loss on:
Disposition of premises and equipment--(978)-(978)
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 assets3,71628(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 equipment3-3,090-3,093
Foreclosed assets--40,161-40,161
Net cash provided by (used in) investing activities10,115(1,457)519,909(8,929)519,638
Cash flows from financing activities:
Net increase (decrease) in:
Deposits--250,58215,324265,906
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 stock1,405---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)114,77716,781114,681
Cash and due from banks at beginning of period20,448608380,890(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.