ANNUAL REPORT INFORME ANUAL 2018 CONTENTS ÍNDICE Letter from the President & Chief Executive Officer .................................................. 1 25-Year Historical Financial Summary .............................................................................. 4 Management & Board of Directors..................................................................................... 6 Carta del Presidente y Principal Oficial Ejecutivo....................................................... 7 Resumen Financiero Histórico (25 años) ....................................................................... 10 Gerencia y Junta de Directores ........................................................................................ 12 Popular, Inc. (NASDAQ:BPOP) is a full-service financial provider based in Puerto Rico, with operations in Puerto Rico, the Virgin Islands and the United States. In Puerto Rico, Popular is the leading banking institution, by both assets and deposits, and ranks among the largest 50 banks in the United States by assets. Popular, Inc. (NASDAQ:BPOP) es un proveedor de servicios financieros con sede en Puerto Rico y operaciones en Puerto Rico, Islas Vírgenes y Estados Unidos. En Puerto Rico es la institución bancaria líder, tanto en activos como en depósitos, y se encuentra entre los 50 bancos más grandes de los Estados Unidos por total de activos. CORPORATE INFORMATION Independent Registered Public Accounting Firm: PricewaterhouseCoopers LLP INFORMACIÓN CORPORATIVA Firma registrada de Contabilidad Pública Independiente: PricewaterhouseCoopers LLP The company’s Form 10-K, proxy statement and any other financial information is available on popular.com/en/ investor-relations/annual-reports/ El Formulario 10-K, el proxy y otra información financiera están disponibles en popular.com/ accionistas/informe-anual/ ANNUAL MEETING The 2019 Annual Stockholders’ Meeting of Popular, Inc. will be held on Tuesday, May 7, at 9:00 a.m. at the penthouse of the Popular Center Building, San Juan, Puerto Rico. REUNIÓN ANUAL La Reunión Anual de Accionistas 2019 de Popular, Inc., se llevará a cabo el martes 7 de mayo, a las 9:00 a.m. en el piso PH de Popular Center, San Juan, Puerto Rico. POPULAR, INC. YEAR IN REVIEW Dear Shareholders: The year 2018 marked our 125th anniversary. It was a strong year for Popular, during which we accomplished important milestones and achieved solid financial results. In the beginning of the year, we were addressing remaining hurricane- related issues and faced much uncertainty regarding the recovery of the Puerto Rican economy. Despite these challenges, we remained focused on serving our customers, executing our business strategies and seizing opportunities that arose. • We completed the acquisition of approximately $2 billion in auto and auto-related commercial loans from Reliable, Wells Fargo’s auto finance business in Puerto Rico. We are happy to have brought on board a seasoned and talented team and we are excited about the prospects of our auto business, currently one of the best performing sectors in the Puerto Rican economy. The transaction, which closed on August 1, contributed approximately $30 million to net income. • We successfully negotiated the early termination of our shared- loss agreements with the FDIC, which gives us greater flexibility to manage these assets and simplifies our financial reporting. The termination, combined with a related tax benefit, contributed $159 million to net income. • We executed several capital actions, including a $125 million common stock repurchase. In addition, early in 2019, we announced a series of planned actions for the year, which include an increase in the quarterly common stock dividend from $0.25 to $0.30 per share and a common stock repurchase program of up to $250 million. These actions evidence the strength of our capital position, which allows us to return capital to our shareholders at the same time we invest in our franchise to ensure its continued success. Net income in 2018 reached $618 million, compared with $108 million in 2017. Our 2018 results include the $159 million benefit related to the early termination of the FDIC shared-loss agreements and a $28 million expense related to the impact of the Puerto Rico tax reform on our deferred tax asset (DTA). Net income in 2017 included a $168 million expense resulting from the impact of the U.S. tax reform on our DTA. After excluding the effect of these items, adjusted net income for 2018 was $487 million, compared to $276 million in the previous year. While adjusted results for 2017 were adversely affected by the hurricanes, in 2018 we benefitted from the contribution of the Reliable acquisition, deposit growth and higher interest rates. We remained focused on serving our customers, executing our business strategies and seizing opportunities that arose. 2018 ANNUAL REPORT | 1 Credit quality results for the year were positive. In Puerto Rico, most metrics ended the year better than or close to pre-hurricane levels. In the United States, excluding the taxi medallion portfolio that now has a carrying value of less than $50 million, credit quality was solid throughout the year. Popular’s shares closed 2018 at $47.22, 33% higher than 2017. This performance compares positively against our U.S. peers and the KBW Nasdaq Regional Banking Index (“KRX”), which declined by 18% and 19%, respectively. In fact, Popular was the best performing bank in the KRX, outperforming the Index throughout 2018 due to the Island’s steady economic recovery after the 2017 hurricanes, strong earnings and stable credit quality metrics. We continued to support our communities through Fundación Banco Popular and Popular Foundation, donating $2.3 million to 96 non-profit organizations in Puerto Rico and the United States. We also continued the deployment of funds raised for Embracing Puerto Rico, a program launched immediately after Hurricane Maria to assist those areas most affected by the disaster. While initial efforts centered on providing immediate relief, the fund is now focused on longer-term projects in the areas of education, sustainable infrastructure, access to primary health services, and the promotion of socially innovative ideas. Early in 2018, I encouraged our employees to preserve the spirit and the attitudes that allowed us to overcome the previous year’s challenges and become a better organization as a result of them. Once again, they rose to the occasion. Their energy and dedication made possible the accomplishments that I have shared with you. In recognition of our results and achievements, our Board of Directors approved the maximum possible award under our Profit Sharing Plan. We want to extend our most sincere gratitude to our Directors for their support. Late last year, David E. Goel retired from the Board to devote more time to other professional endeavors. We are very grateful for David’s thoughtful contributions during his six years of service. We welcomed two new Directors, Myrna Soto and Robert Carrady, whose skills and expertise are an excellent complement to our existing Board. Myrna Soto has many years of experience in cyber security, a field that becomes more critical every day. Myrna is currently a partner at ForgePoint Capital, a venture capital firm concentrating exclusively on cyber security related companies, and was previously the Senior Vice President and Global Chief Information Security Officer of Comcast Corporation. Robert Carrady is the President of Caribbean Cinemas, a family-owned business and the largest movie theater chain in the Caribbean. We are fortunate to count on his entrepreneurial perspective, as well as his thorough understanding of the Caribbean region, one of the markets where Popular operates. It is a privilege to have a first-rate Board of Directors which is an important source of leadership, guidance and support. We begin 2019 on a solid footing and excited about our prospects for the year. The strength of our franchise in Puerto Rico has provided meaningful earnings power, even in the most difficult of times, and puts us in a strong position to take advantage of the opportunities stemming from the economic recovery on the Island. Our growth initiatives in the United States have good traction, and we expect to see further progress. We are determined to make the most of this positive momentum to continue delivering solid results and creating value for our shareholders. 2 | POPULAR, INC. IGNACIO ALVAREZ President and Chief Executive Officer Popular, Inc. Sustainable and profitable growth Simplicity Customer focus Fit for the Future During 2018 we also made progress in each of the strategic pillars we established last year. In Puerto Rico, we completed the Reliable acquisition, increased consumer loan originations, particularly in the auto business, grew deposits by 14% and maintained a strong margin. We also increased our customer base by 50,000, not including approximately 30,000 new unique customers brought in with the Reliable transaction. In the United States, we grew commercial loans by 7%, driven by healthy growth in niche businesses in which we have developed a competitive advantage, and increased our margin. We advanced projects to streamline our organization, leveraging technology and process optimization to reduce costs, improve quality and agility, enable a superior customer and employee experience, and provide a platform for future growth. For example, we implemented a project to improve the mortgage origination process and advanced the deployment of robotic process automation (RPA) technology to handle tasks that are costly, repetitive, and do not contribute to the customer or employee experience. We enhanced our processes to measure our customers’ experience and implemented targeted initiatives to improve it. We continued to make progress in the migration of transactions to digital channels. In 2018, 47% of our deposit transactions in Puerto Rico and 45% in the United States were processed through smart ATMs and mobile devices, a figure that has been increasing consistently. We also advanced the transformation of our retail network in the United States, a multidimensional effort we embarked on several years ago in order to create a superior customer experience, streamline and reengineer branch processes and use our real estate in a more efficient manner. Approximately half of our U.S. branches have been transformed to the new model. Convinced that the success of our business strategies requires a solid foundation, we continued to bolster our talent management and risk management frameworks. We increased our minimum base salary in all our markets, enhanced our wellness initiatives and strengthened our leadership development programs. In addition, we executed a voluntary retirement program to facilitate our colleagues’ transition to retirement and to provide talent development opportunities and facilitate mobility within the organization. With respect to risk management, we continued to invest in our compliance area and created the Corporate Security Group. This group, led by Betina Castellví as the Chief Security Officer, consolidates all corporate efforts related to cyber security and enterprise fraud. Betina’s career at Popular, which spans over 20 years, includes leadership roles in several areas, such as financial, operational and market risk and, most recently, the position of General Auditor. This strategic framework keeps us focused on our priorities and ensures we balance present and future needs. 2018 ANNUAL REPORT | 3 25-YEAR HISTORICAL FINANCIAL SUMMARY (Dollars in millions, except per share data) 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 Selected Financial Information Net Income (Loss) Assets Gross Loans Deposits Stockholders’ Equity Market Capitalization $146.4 $185.2 $209.6 $232.3 $257.6 $276.1 $304.5 $351.9 $470.9 $489.9 12,778.4 15,675.5 16,764.1 19,300.5 23,160.4 25,460.5 28,057.1 30,744.7 33,660.4 36,434.7 44,401.6 7,781.3 9,012.4 1,002.4 8,677.5 9,876.7 1,141.7 9,779.0 11,376.6 13,078.8 14,907.8 16,057.1 18,168.6 19,582.1 22,602.2 28,742.3 10,763.3 11,749.6 13,672.2 14,173.7 14,804.9 16,370.0 17,614.7 18,097.8 20,593.2 1,262.5 1,503.1 1,709.1 1,661.0 1,993.6 2,272.8 2,410.9 2,754.4 3,104.6 $923.7 $1,276.8 $2,230.5 $3,350.3 $4,611.7 $3,790.2 $3,578.1 $3,965.4 $4,476.4 $5,960.2 $7,685.6 Return on Average Assets (ROAA) 1.02% 1.04% 1.14% 1.14% 1.14% 1.08% 1.04% 1.09% 1.11% 1.36% 1.23% Return on Average Common Equity (ROACE) Per Common Share1 Net Income (Loss) - Basic Net Income (Loss) - Diluted Dividends (Declared) Book Value Market Price Assets by Geographical Area Puerto Rico United States Caribbean and Latin America Total Traditional Delivery System Banking Branches Puerto Rico Virgin Islands United States2 Subtotal Non-Banking Offices Popular Financial Holdings Popular Cash Express Popular Finance Popular Auto (including Reliable) Popular Leasing, U.S.A. Popular Mortgage Popular Securities Popular One Popular Insurance and Popular Risk Services Popular Insurance Agency, U.S.A. Popular Insurance V.I. E-LOAN EVERTEC Subtotal Total Electronic Delivery System ATMs Owned Puerto Rico Virgin Islands United States Total 13.80% 14.22% 16.17% 15.83% 15.41% 15.45% 15.00% 14.84% 16.29% 19.30% 17.60% $4.59 $5.24 4.59 1.25 34.35 35.16 76% 20% 4% 5.24 1.54 39.52 48.44 75% 21% 4% $6.69 6.69 1.83 43.98 84.38 74% 22% 4% $7.51 7.51 2.00 51.83 $8.26 8.26 2.50 59.32 $9.19 9.19 3.00 57.54 123.75 170.00 139.69 74% 23% 3% 71% 25% 4% 71% 25% 4% $9.85 $10.87 $13.05 $17.36 $17.95 9.85 3.20 69.62 131.56 72% 26% 2% 10.87 3.80 79.67 13.05 4.00 91.02 17.36 5.05 17.92 6.20 96.60 109.45 145.40 169.00 224.25 288.30 68% 30% 2% 66% 32% 2% 62% 36% 2% 55% 43% 2% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 166 8 34 208 73 28 10 111 319 262 8 26 296 166 8 40 214 91 31 9 3 134 348 281 8 38 327 178 8 44 230 102 39 8 3 1 153 383 327 9 53 389 201 8 63 272 117 44 10 7 3 2 183 455 391 17 71 479 198 8 89 295 128 51 48 10 8 11 2 258 553 421 59 94 574 199 8 91 298 137 102 47 12 10 13 2 4 327 625 442 68 99 609 199 8 95 302 136 132 61 12 11 21 3 2 4 382 684 478 37 109 624 196 8 96 300 149 154 55 20 13 25 4 2 1 4 427 727 524 39 118 681 195 8 96 299 153 195 36 18 13 29 7 2 1 1 5 460 759 539 53 131 723 193 8 97 298 181 129 43 18 11 32 8 2 1 1 5 431 729 557 57 129 743 192 8 128 328 183 114 43 18 15 30 9 2 1 1 5 421 749 568 59 163 790 Employees (full-time equivalent) 7,606 7,815 7,996 8,854 10,549 11,501 10,651 11,334 11,037 11,474 12,139 4 | POPULAR, INC. 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 $540.7 $357.7 $(64.5) $(1,243.9) $(573.9) $137.4 $151.3 $245.3 $599.3 $(313.5) $895.3 $216.7 $107.7 $618.2 48,623.7 47,404.0 44,411.4 38,882.8 34,736.3 38,815.0 37,348.4 36,506.9 35,748.8 33,086.8 35,761.7 38,661.6 44,277.3 47,604.6 31,710.2 32,736.9 29,911.0 26,268.9 23,803.9 26,458.9 25,314.4 25,093.6 24,706.7 22,053.2 23,129.2 23,435.4 24,942.5 26,559.3 22,638.0 24,438.3 28,334.4 27,550.2 25,924.9 26,762.2 27,942.1 27,000.6 26,711.1 24,807.5 27,209.7 30,496.2 35,453.5 39,710.0 3,449.2 3,620.3 3,581.9 3,268.4 2,538.8 3,800.5 3,918.8 4,110.0 4,626.2 4,267.4 5,105.3 5,198.0 5,103.9 5,435.1 $5,836.5 $5,003.4 $2,968.3 $1,455.1 $1,445.4 $3,21 1.4 $1,426.0 $2,144.9 $2,970.6 $3,523.4 $2,936.6 $4,548.1 $3,622.4 $4,719.3 1.17% 0.74% -0.14% -3.04% -1.57% 0.36% 0.40% 0.68% 1.65% -0.89% 2.54% 0.58% 0.26% 1.33% 17.12% 9.73% -2.08% -44.47% -32.95% 4.37% 4.01% 6.37% 14.43% -7.04% 19.16% 4.07% 1.96% 11.39% $19.78 $12.41 $(2.73) $(45.51) $2.39 $(0.62) 19.74 6.40 118.22 211.50 53% 45% 2% 12.41 6.40 123.18 (2.73) 6.40 121.24 179.50 106.00 52% 45% 3% 59% 38% 3% (45.51) 4.80 63.29 51.60 64% 33% 3% 2.39 0.20 38.91 22.60 65% 32% 3% (0.62) - 36.67 31.40 74% 23% 3% $1.44 1.44 - 37.71 13.90 74% 23% 3% $2.36 2.35 - 39.35 20.79 73% 24% 3% $5.80 $(3.08) 5.78 (3.08) - 44.26 28.73 72% 25% 3% - 40.76 34.05 80% 17% 3% $8.66 8.65 0.30 48.79 28.34 75% 22% 3% $2.06 2.06 0.60 49.60 43.82 75% 23% 2% $1.02 1.02 1.00 49.51 35.49 76% 22% 2% $6.07 6.06 1.00 53.88 47.22 77% 21% 2% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 194 8 136 338 212 4 49 17 14 33 12 2 1 1 1 5 351 689 583 61 181 825 191 8 142 341 158 52 15 11 32 12 2 1 1 1 7 292 633 605 65 192 862 196 8 147 351 134 51 12 24 32 13 2 1 1 1 9 280 631 615 69 187 871 179 8 139 326 2 9 12 22 32 7 1 1 1 1 9 97 423 605 74 176 855 173 8 101 282 10 33 6 1 1 1 9 61 343 571 77 136 784 185 8 96 289 10 36 6 1 1 1 183 9 94 286 10 37 4 4 1 1 1 175 9 92 276 10 37 4 5 1 1 1 171 9 90 168 9 47 173 9 50 171 9 51 168 9 51 163 9 51 270 224 232 231 228 223 9 38 3 6 1 1 1 9 25 3 6 1 1 1 9 24 3 6 2 1 1 9 17 2 5 2 1 1 9 14 2 5 2 1 1 55 344 58 344 59 335 59 329 46 270 46 278 37 268 34 262 624 17 138 779 613 20 135 768 597 20 134 751 599 22 132 753 602 21 83 706 622 21 87 730 635 20 101 756 633 22 110 765 12 14 2 5 2 1 36 259 619 22 115 756 13,210 12,508 12,303 10,587 9,407 8,277 8,329 8,072 8,059 7,752 7,810 7,828 7,784 8,474 1 Per common share data adjusted for stock splits and reverse stock split executed in May 2012. 2 Excludes a Banco Popular de Puerto Rico branch operating in New York. 2018 ANNUAL REPORT | 5 POPULAR, INC. MANAGEMENT & BOARD OF DIRECTORS Senior Management Team RICHARD L. CARRIÓN Executive Chairman Popular, Inc. IGNACIO ALVAREZ President & Chief Executive Officer Popular, Inc. CAMILLE BURCKHART Executive Vice President, Chief Information & Digital Strategy Officer Innovation, Technology & Operations Group, Popular, Inc. BEATRIZ CASTELLVÍ ARMAS Executive Vice President & Chief Security Officer Corporate Security Group Popular, Inc. LUIS CESTERO Executive Vice President Retail Banking Group Banco Popular de Puerto Rico MANUEL A. CHINEA Executive Vice President Popular, Inc. Chief Operating Officer Popular Bank JAVIER D. FERRER Executive Vice President, Chief Legal Officer & Corporate Secretary General Counsel & Corporate Matters Group Popular, Inc. JUAN O. GUERRERO Executive Vice President Financial & Insurance Services Group Banco Popular de Puerto Rico GILBERTO MONZÓN Executive Vice President Individual Credit Group Banco Popular de Puerto Rico EDUARDO J. NEGRÓN Executive Vice President Administration Group Popular, Inc. ELI S. SEPÚLVEDA Executive Vice President Commercial Credit Group Banco Popular de Puerto Rico LIDIO V. SORIANO Executive Vice President & Chief Risk Officer Corporate Risk Management Group Popular, Inc. CARLOS J. VÁZQUEZ Executive Vice President & Chief Financial Officer Popular, Inc. Board of Directors RICHARD L. CARRIÓN Executive Chairman Popular, Inc. IGNACIO ALVAREZ President and Chief Executive Officer Popular, Inc. JOAQUÍN E. BACARDÍ, III Chairman Edmundo B. Fernández, Inc. ALEJANDRO M. BALLESTER President Ballester Hermanos, Inc. ROBERT CARRADY President Caribbean Cinemas JOHN W. DIERCKSEN Principal Greycrest, LLC MARÍA LUISA FERRÉ President & Chief Executive Officer FRG, Inc. C. KIM GOODWIN Private Investor MYRNA M. SOTO Partner at ForgePoint Capital WILLIAM J. TEUBER JR. Senior Operating Principal Bridge Growth Partners CARLOS A. UNANUE President Goya de Puerto Rico 6 | POPULAR, INC. POPULAR, INC. RESUMEN DEL AÑO Estimados accionistas: En el 2018 celebramos nuestro 125 aniversario. Fue un excelente año para Popular, durante el cual alcanzamos logros importantes y resultados financieros sólidos. A principios de año, nos encontrábamos abordando los problemas que quedaban relacionados con los huracanes y enfrentábamos mucha incertidumbre con respecto a la recuperación de la economía de Puerto Rico. A pesar de estos desafíos, nos mantuvimos enfocados en servir a nuestros clientes, ejecutar nuestras estrategias comerciales y aprovechar las oportunidades que se presentaron. • Completamos la adquisición de aproximadamente $2,000 millones en préstamos de automóviles y préstamos comerciales de Reliable, el negocio de financiamiento de automóviles de Wells Fargo en Puerto Rico. Nos complace haber incorporado a un equipo experimentado y talentoso, y estamos entusiasmados con las perspectivas de nuestro negocio de financiamiento de autos, que actualmente es uno de los sectores con mejor desempeño en la economía de Puerto Rico. La transacción, que se cerró el 1 de agosto, contribuyó aproximadamente $30 millones al ingreso neto. • Negociamos, exitosamente, la terminación anticipada de los acuerdos de participación en pérdidas con la FDIC, lo que nos brinda una mayor flexibilidad para administrar estos activos y simplifica nuestros informes financieros. La terminación, combinada con un beneficio contributivo relacionado, contribuyó $159 millones al ingreso neto. • Ejecutamos varias acciones de capital, incluyendo la recompra de $125 millones en acciones comunes. Además, a principios de 2019, anunciamos una serie de acciones planificadas para el año, que incluyen un aumento en el dividendo trimestral de $0.25 a $0.30 por acción común y un programa de recompra de acciones comunes de hasta $250 millones. Estas acciones evidencian la fortaleza de nuestra posición de capital, que nos permite devolver capital a nuestros accionistas a la vez que invertimos en nuestro negocio para garantizar su éxito futuro. El ingreso neto para el 2018 alcanzó $618 millones, comparado con $108 millones en el 2017. Nuestros resultados en el 2018 incluyen el beneficio de $159 millones relacionado con la terminación anticipada de los acuerdos de participación en pérdidas con la FDIC, y un gasto de $28 millones relacionado al impacto de la reforma contributiva en Puerto Rico en nuestro activo de contribuciones diferidas. El ingreso neto en 2017 incluyó un gasto de $168 millones como resultado del impacto de la reforma fiscal de los Estados Unidos en nuestro activo de contribuciones diferidas. Nos mantuvimos enfocados en servir a nuestros clientes, ejecutar nuestras estrategias comerciales y aprovechar las oportunidades que se presentaron. 2018 INFORME ANUAL | 7 Excluyendo estas partidas, el ingreso neto ajustado en el 2018 fue $487 millones, comparado con $276 millones en el año anterior. Mientras que los resultados ajustados del 2017 se impactaron negativamente por los huracanes, en el 2018 nos beneficiamos de la contribución de la adquisición de Reliable, el crecimiento en nuestros depósitos y aumentos en las tasas de interés. Los resultados de calidad crediticia del año fueron positivos. En Puerto Rico, la mayoría de los indicadores terminaron el año mejor que o cerca de los niveles previos a los huracanes. En los Estados Unidos, excluyendo la cartera de licencias taxis que ahora tiene un valor en libros de menos de $50 millones, la calidad crediticia se mantuvo sólida durante todo el año. Las acciones de Popular cerraron el 2018 en $47.22, 33% más alto que en el 2017. Este desempeño compara positivamente con nuestros bancos pares en los Estados Unidos y con el Índice Regional de Bancos de KBW (“KRX”), que disminuyeron 18% y 19%, respectivamente. De hecho, Popular fue el banco con mejor desempeño en el KRX, superando al Índice a lo largo del 2018 debido a la recuperación económica sostenida de la Isla después de los huracanes del 2017, ganancias sólidas y calidad crediticia estable. Continuamos apoyando a nuestras comunidades a través de la Fundación Banco Popular y la Popular Foundation, donando $2.3 millones a 96 organizaciones sin fines de lucro en Puerto Rico y los Estados Unidos. También continuamos con la distribución de los fondos recaudados para Abrazando a Puerto Rico, un programa que iniciamos inmediatamente después del huracán María para ayudar a las áreas más afectadas por el fenómeno atmosférico. Mientras que los esfuerzos iniciales se centraron en brindar ayuda inmediata, el fondo ahora está enfocado en proyectos a más largo plazo en las áreas de educación, infraestructura sostenible, acceso a servicios de salud y la promoción de ideas socialmente innovadoras. A principios del 2018, exhorté a nuestros empleados a preservar el espíritu y las actitudes que nos permitieron superar los desafíos del año anterior y, como resultado, convertirnos en una mejor organización. Una vez más, estuvieron a la altura de las circunstancias. Su energía y dedicación hicieron posible los logros que he compartido con ustedes. Como reconocimiento de nuestros resultados y logros, nuestra Junta de Directores aprobó el mayor incentivo posible bajo nuestro Plan de Participación en Ganancias. Queremos expresar nuestro más sincero agradecimiento a nuestros Directores por su apoyo. A finales del año pasado, David E. Goel se retiró de la Junta para dedicar más tiempo a otros esfuerzos profesionales. Estamos muy agradecidos por sus contribuciones durante sus seis años de servicio. Dimos la bienvenida a dos nuevos Directores, Myrna Soto y Robert Carrady, cuyas destrezas y experiencia son un excelente complemento a nuestra Junta existente. Myrna Soto tiene muchos años de experiencia en seguridad cibernética, un campo que se vuelve más crítico cada día. Myrna es actualmente socia de ForgePoint Capital, una firma de capital de riesgo que se concentra exclusivamente en compañías relacionadas con la seguridad cibernética, y anteriormente fue Vicepresidente Senior y Directora Global de Seguridad de Información de Comcast Corporation. Robert Carrady es el Presidente de Caribbean Cinemas, una empresa familiar y la mayor cadena de cines en el Caribe, con operaciones en Puerto Rico, República Dominicana y varias otras islas del Caribe, así como en Guyana, Panamá y Bolivia. Somos afortunados de contar con su perspectiva empresarial, así como con su conocimiento de la región del Caribe, uno de los mercados donde opera Popular. Es un privilegio tener una Junta de Directores de primer nivel, que es una fuente importante de liderazgo, orientación y apoyo. Comenzamos el 2019 en una base sólida y entusiasmados con nuestras perspectivas para el año. La fortaleza de nuestra franquicia en Puerto Rico se ha traducido en ganancias significativas, incluso en los momentos más difíciles, y nos coloca en una excelente posición para aprovechar las oportunidades relacionadas a la recuperación económica en la Isla. Nuestras iniciativas de crecimiento en los Estados Unidos tienen buena tracción y confiamos que seguirán progresando. Estamos decididos a aprovechar al máximo este impulso positivo para continuar alcanzando resultados sólidos, y creando valor para nuestros accionistas. 8 | POPULAR, INC. IGNACIO ÁLVAREZ Presidente y Principal Oficial Ejecutivo Popular, Inc. Crecimiento sostenible y rentable Sencillez Enfoque en el cliente Preparados para el futuro Durante el 2018 también progresamos en cada uno de los pilares estratégicos que establecimos el año pasado. En Puerto Rico, completamos la adquisición de Reliable, aumentamos las originaciones de préstamos de consumo, particularmente en el negocio de financiamiento de autos, crecimos los depósitos por un 14% y mantuvimos un margen fuerte. Además, aumentamos nuestra base de clientes por 50,000, sin incluir aproximadamente 30,000 clientes nuevos que se unieron a Popular con la adquisición de Reliable. En los Estados Unidos, aumentamos los préstamos comerciales por un 7%, impulsados por un crecimiento saludable en nichos específicos en los que hemos desarrollado una ventaja competitiva, y ampliamos nuestro margen. Adelantamos proyectos para simplificar nuestra organización, aprovechando la tecnología y el rediseño de procesos para reducir costos, mejorar la calidad y agilidad, permitir una experiencia superior a clientes y empleados, y proporcionar una plataforma para el crecimiento futuro. Por ejemplo, implementamos un proyecto para mejorar el proceso de originación de hipotecas y avanzamos en el despliegue de la tecnología de automatización robótica de procesos para manejar tareas que son costosas, repetitivas y no contribuyen a la experiencia del cliente o empleado. implementamos Mejoramos nuestros procesos para medir la experiencia de nuestros clientes e iniciativas específicas para mejorarla. Continuamos progresando en la migración de transacciones a canales digitales. En el 2018, el 47% de nuestras transacciones de depósito en Puerto Rico y el 45% en los Estados Unidos se procesaron a través de cajeros automáticos inteligentes y dispositivos móviles, una cifra que ha aumentado consistentemente. También, avanzamos en la transformación de nuestra red de sucursales en los Estados Unidos, un esfuerzo multidimensional que emprendimos hace varios años, para mejorar la experiencia de nuestros clientes, rediseñar los procesos de las sucursales y utilizar nuestros bienes raíces de una manera más eficiente. Aproximadamente la mitad de nuestras sucursales en los Estados Unidos se han transformado al nuevo modelo. Convencidos de que el éxito de nuestras estrategias de negocio requiere una base sólida, continuamos fortaleciendo las estructuras de gestión de talento y de manejo de riesgos. Aumentamos el salario base en todos nuestros mercados, reforzamos las iniciativas de bienestar y fortalecimos los programas de desarrollo de liderazgo. Además, llevamos a cabo un programa de retiro voluntario para facilitar la transición de nuestros colegas al retiro y brindar oportunidades de desarrollo de talento y movilidad dentro de la organización. Con respecto al manejo de riesgos, continuamos invirtiendo en el área de cumplimiento y creamos el Grupo de Seguridad Corporativa. Este grupo, liderado por Betina Castellví como la Principal Oficial de Seguridad, consolida todos los esfuerzos corporativos relacionados con la seguridad cibernética y el fraude. La carrera de Betina en Popular, que abarca más de 20 años, incluye roles de liderazgo en varias áreas, tales como riesgo financiero, operacional y de mercado y, más recientemente, la posición de Auditora General. Este marco estratégico nos mantiene enfocados en nuestras prioridades y asegura que equilibramos las necesidades presentes y futuras. 2018 INFORME ANUAL | 9 25 AÑOS RESUMEN FINANCIERO HISTÓRICO (Dólares en millones, excepto información por acción) Información Financiera Seleccionada Ingreso neto (Pérdida Neta) Activos Préstamos Brutos Depósitos Capital de Accionistas Valor agregado en el mercado Rendimiento de Activos Promedio (ROAA) Rendimiento de Capital Común Promedio (ROACE) Por Acción Común1 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 $124.7 $146.4 $185.2 $209.6 $232.3 $257.6 $276.1 $304.5 $351.9 $470.9 $489.9 12,778.4 15,675.5 16,764.1 19,300.5 23,160.4 25,460.5 28,057.1 30,744.7 33,660.4 36,434.7 44,401.6 7,781.3 9,012.4 1,002.4 8,677.5 9,779.0 11,376.6 13,078.8 14,907.8 16,057.1 18,168.6 19,582.1 22,602.2 28,742.3 9,876.7 10,763.3 11,749.6 13,672.2 14,173.7 14,804.9 16,370.0 17,614.7 18,097.8 20,593.2 1,141.7 1,262.5 1,503.1 1,709.1 1,661.0 1,993.6 2,272.8 2,410.9 2,754.4 3,104.6 $923.7 $1,276.8 $2,230.5 $3,350.3 $4,611.7 $3,790.2 $3,578.1 $3,965.4 $4,476.4 $5,960.2 $7,685.6 1.02% 1.04% 1.14% 1.14% 1.14% 1.08% 1.04% 1.09% 1.11% 1.36% 1.23% 13.80% 14.22% 16.17% 15.83% 15.41% 15.45% 15.00% 14.84% 16.29% 19.30% 17.60% Ingreso neto (Pérdida Neta) - Básico $4.59 $5.24 $6.69 4.59 1.25 34.35 35.16 76% 20% 4% 5.24 1.54 39.52 48.44 75% 21% 4% 6.69 1.83 43.98 84.38 74% 22% 4% $7.51 7.51 2.00 51.83 $8.26 8.26 2.50 59.32 $9.19 9.19 3.00 57.54 123.75 170.00 139.69 74% 23% 3% 71% 25% 4% 71% 25% 4% $9.85 $10.87 $13.05 $17.36 $17.95 9.85 3.20 69.62 131.56 72% 26% 2% 10.87 3.80 79.67 13.05 4.00 91.02 17.36 5.05 17.92 6.20 96.60 109.45 145.40 169.00 224.25 288.30 68% 30% 2% 66% 32% 2% 62% 36% 2% 55% 43% 2% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 166 8 34 208 73 28 10 111 319 262 8 26 296 166 8 40 214 91 31 9 3 134 348 281 8 38 327 178 8 44 230 102 39 8 3 1 153 383 327 9 53 389 201 8 63 272 117 44 10 7 3 2 183 455 391 17 71 479 198 8 89 295 128 51 48 10 8 11 2 258 553 421 59 94 574 199 8 91 298 137 102 47 12 10 13 2 4 327 625 442 68 99 609 199 8 95 302 136 132 61 12 11 21 3 2 4 382 684 478 37 109 624 196 8 96 300 149 154 55 20 13 25 4 2 1 4 427 727 524 39 118 681 195 8 96 299 153 195 36 18 13 29 7 2 1 1 5 460 759 539 53 131 723 193 8 97 298 181 129 43 18 11 32 8 2 1 1 5 431 729 557 57 129 743 192 8 128 328 183 114 43 18 15 30 9 2 1 1 5 421 749 568 59 163 790 7,606 7,815 7,996 8,854 10,549 11,501 10,651 11,334 11,037 11,474 12,139 Ingreso neto (Pérdida Neta) - Diluido Dividendos (Declarados) Valor en los Libros Precio en el Mercado Activos por Área Geográfica Puerto Rico Estados Unidos Caribe y Latinoamérica Total Sistema de Distribución Tradicional Sucursales Bancarias Puerto Rico Islas Vírgenes Estados Unidos2 Subtotal Oficinas No Bancarias Popular Financial Holdings Popular Cash Express Popular Finance Popular Auto (incluyendo Reliable) Popular Leasing, U.S.A. Popular Mortgage Popular Securities Popular One Popular Insurance y Popular Risk Services Popular Insurance Agency, U.S.A. Popular Insurance V.I. E-LOAN EVERTEC Subtotal Total Sistema Electrónico de Distribución Cajeros Automáticos Propios y Administrados Puerto Rico Islas Vírgenes Estados Unidos Total Empleados (equivalente a tiempo completo) 10 | POPULAR, INC. 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 $540.7 $357.7 $(64.5) $(1,243.9) $(573.9) $137.4 $151.3 $245.3 $599.3 $(313.5) $895.3 $216.7 $107.7 $618.2 48,623.7 47,404.0 44,411.4 38,882.8 34,736.3 38,815.0 37,348.4 36,506.9 35,748.8 33,086.8 35,761.7 38,661.6 44,277.3 47,604.6 31,710.2 32,736.9 29,911.0 26,268.9 23,803.9 26,458.9 25,314.4 25,093.6 24,706.7 22,053.2 23,129.2 23,435.4 24,942.5 26,559.3 22,638.0 24,438.3 28,334.4 27,550.2 25,924.9 26,762.2 27,942.1 27,000.6 26,711.1 24,807.5 27,209.7 30,496.2 35,453.5 39,710.0 3,449.2 3,620.3 3,581.9 3,268.4 2,538.8 3,800.5 3,918.8 4,110.0 4,626.2 4,267.4 5,105.3 5,198.0 5,103.9 5,435.1 $5,836.5 $5,003.4 $2,968.3 $1,455.1 $1,445.4 $3,21 1.4 $1,426.0 $2,144.9 $2,970.6 $3,523.4 $2,936.6 $4,548.1 $3,622.4 $4,719.3 1.17% 0.74% -0.14% -3.04% -1.57% 0.36% 0.40% 0.68% 1.65% -0.89% 2.54% 0.58% 0.26% 1.33% 17.12% 9.73% -2.08% -44.47% -32.95% 4.37% 4.01% 6.37% 14.43% -7.04% 19.16% 4.07% 1.96% 11.39% $(2.73) $(45.51) $2.39 $(0.62) $19.78 19.74 6.40 118.22 211.50 53% 45% 2% $12.41 12.41 6.40 123.18 (2.73) 6.40 121.24 179.50 106.00 52% 45% 3% 59% 38% 3% (45.51) 4.80 63.29 51.60 64% 33% 3% 2.39 0.20 38.91 22.60 65% 32% 3% (0.62) - 36.67 31.40 74% 23% 3% $1.44 1.44 - 37.71 13.90 74% 23% 3% $2.36 2.35 - 39.35 20.79 73% 24% 3% $5.80 $(3.08) $8.66 $2.06 5.78 (3.08) - 44.26 28.73 72% 25% 3% - 40.76 34.05 80% 17% 3% 8.65 0.30 48.79 28.34 75% 22% 3% 2.06 0.60 49.60 43.82 75% 23% 2% $1.02 1.02 1.00 49.51 35.49 76% 22% 2% $6.07 6.06 1.00 53.88 47.22 77% 21% 2% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 179 8 139 173 8 101 185 8 96 183 9 94 175 9 92 171 9 90 326 282 289 286 276 270 171 9 51 168 9 51 163 9 51 231 228 223 194 8 136 338 212 4 49 17 14 33 12 2 1 1 1 5 191 8 142 341 196 8 147 351 158 134 52 15 11 32 12 2 1 1 1 7 51 12 24 32 13 2 1 1 1 9 351 689 292 633 280 631 583 61 181 825 605 65 192 862 615 69 187 871 2 9 12 22 32 7 1 1 1 1 9 97 423 605 74 176 855 10 33 6 1 1 1 9 61 343 571 77 136 784 168 9 47 224 9 25 3 6 1 1 1 173 9 50 232 9 24 3 6 2 1 1 10 36 6 1 1 1 10 37 4 4 1 1 1 10 37 4 5 1 1 1 9 38 3 6 1 1 1 9 17 2 5 2 1 1 9 14 2 5 2 1 1 55 344 58 344 59 335 59 329 46 270 46 278 37 268 34 262 624 17 138 779 613 20 135 768 597 20 134 751 599 22 132 753 602 21 83 706 622 21 87 730 635 20 101 756 633 22 110 765 12 14 2 5 2 1 36 259 619 22 115 756 13,210 12,508 12,303 10,587 9,407 8,277 8,329 8,072 8,059 7,752 7,810 7,828 7,784 8,474 1Los datos de las acciones comunes han sido ajustados por las divisiones en acciones y la división de acciones a la inversa realizada en mayo 2012. 2Excluye una sucursal de Banco Popular de Puerto Rico en Nueva York. 2018 INFORME ANUAL | 11 POPULAR, INC. GERENCIA Y JUNTA DE DIRECTORES Gerencia RICHARD L. CARRIÓN Presidente Ejecutivo de la Junta de Directores Popular, Inc. IGNACIO ÁLVAREZ Presidente y Principal Oficial Ejecutivo Popular, Inc. CAMILLE BURCKHART Vicepresidenta Ejecutiva, Principal Oficial de Informática y Estrategia Digital Grupo de Innovación, Tecnología y Operaciones Popular, Inc. BEATRIZ CASTELLVÍ ARMAS Vicepresidenta Ejecutiva y Principal Oficial de Seguridad Grupo de Seguridad Corporativa Popular, Inc. LUIS CESTERO Vicepresidente Ejecutivo Grupo de Banca Individual Banco Popular de Puerto Rico MANUEL A. CHINEA Vicepresidente Ejecutivo Popular, Inc. Principal Oficial de Operaciones Popular Bank JAVIER D. FERRER Vicepresidente Ejecutivo, Principal Oficial Legal y Secretario Corporativo Grupo de Consejería General y Asuntos Corporativos Popular, Inc. JUAN O. GUERRERO Vicepresidente Ejecutivo Grupo de Servicios Financieros y Seguros Banco Popular de Puerto Rico GILBERTO MONZÓN Vicepresidente Ejecutivo Grupo de Crédito a Individuo Banco Popular de Puerto Rico EDUARDO J. NEGRÓN Vicepresidente Ejecutivo Grupo de Administración Popular, Inc. ELI S. SEPÚLVEDA Vicepresidente Ejecutivo Grupo de Crédito Comercial Banco Popular de Puerto Rico LIDIO V. SORIANO Vicepresidente Ejecutivo y Principal Oficial de Riesgo Grupo Corporativo de Manejo de Riesgo Popular, Inc. CARLOS J. VÁZQUEZ Vicepresidente Ejecutivo y Principal Oficial Financiero Popular, Inc. Junta de Directores RICHARD L. CARRIÓN Presidente Ejecutivo de la Junta de Directores Popular, Inc. IGNACIO ÁLVAREZ Presidente y Principal Oficial Ejecutivo Popular, Inc. JOAQUÍN E. BACARDÍ, III Presidente Edmundo B. Fernández, Inc. ALEJANDRO M. BALLESTER Presidente Ballester Hermanos, Inc. ROBERT CARRADY Presidente Caribbean Cinemas JOHN W. DIERCKSEN Principal Greycrest, LLC MARÍA LUISA FERRÉ Presidenta y Principal Oficial Ejecutiva FRG, Inc. 12 | POPULAR, INC. C. KIM GOODWIN Inversionista Privada MYRNA M. SOTO Socio ForgePoint Capital WILLIAM J. TEUBER JR. Principal Oficial de Operaciones Bridge Growth Partners CARLOS A. UNANUE Presidente Goya de Puerto Rico Financial Review and Supplementary Information Management’s Discussion and Analysis of Financial Condition and Results of Operations Statistical Summaries Report of Management on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition as of December 31, 2018 and 2017 Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements 2 57-61 62 63 65 66 67 68 69 70 POPULAR, INC. 2018 ANNUAL REPORT 1 Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements Overview Critical Accounting Policies / Estimates Statement of Operations Analysis Net Interest Income Provision for Loan Losses Non-Interest Income Operating Expenses Income Taxes Fourth Quarter Results Reportable Segment Results Statement of Financial Condition Analysis Assets Liabilities Stockholders’ Equity Regulatory Capital Off-Balance Sheet Arrangements and Other Commitments Contractual Obligations and Commercial Commitments Risk Management Market / Interest Rate Risk Liquidity Credit Risk Enterprise Risk and Operational Risk Management Adoption of New Accounting Standards and Issued But Not Yet Effective Accounting Standards Adjusted net income – Non-GAAP Financial Measure Statistical Summaries Statements of Financial Condition Statements of Operations Average Balance Sheet and Summary of Net Interest Income Quarterly Financial Data 2 POPULAR, INC. 2018 ANNUAL REPORT 3 4 9 14 14 19 19 21 22 22 23 26 26 27 28 28 30 30 32 32 38 42 54 54 54 57 58 59 61 Inc. and its following Management’s Discussion The and Analysis (“MD&A”) provides information which management believes is necessary for understanding the financial performance of Popular, (the “Corporation” or subsidiaries “Popular”). All accompanying tables, consolidated financial statements, and corresponding notes included in this “Financial Review and Supplementary Information - 2018 Annual Report” (“the report”) should be considered an integral part of this MD&A. Inc.’s limitation, statements about Popular FORWARD-LOOKING STATEMENTS The information included in this report contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including, (the without “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 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 the Puerto Rico Oversight, proceedings under Title III of Management and Economic Stability Act 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 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, without limitation, costs due to exposure to any unrecorded liabilities or issues not identified during the due diligence investigation of the business or that are not subject to indemnification or reimbursement, and risks that the business may suffer as a result of the transaction, including due to adverse effects on relationships with customers, employees and service providers; the relative strength or weakness of the consumer and commercial credit sectors and of the real estate markets in Puerto Rico and the other markets in which borrowers are located; the performance of the stock and bond markets; competition in the financial services industry; 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, 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 denial-of-services e-fraud, and POPULAR, INC. 2018 ANNUAL REPORT 3 the value of financial assets and liabilities; liabilities resulting in from litigation and regulatory investigations; changes 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 I, Item 3. Legal Proceedings” of the Corporation’s Form 10-K for the year ended December 31, 2018, is inherently uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. All forward-looking statements included in this report are based upon information available to the Corporation as of the date of this report, 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. The description of the Corporation’s business and risk factors contained in Item 1 and 1A of its Form 10-K for the year ended December 31, 2018 discusses additional information about the business of the Corporation and the material risk factors that, in addition to the other information in this report, readers should consider. OVERVIEW 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. 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 39 to the Consolidated Financial Statements presents business segments. information about the Corporation’s The Corporation has several investments which it accounts for under the equity method. These include the 16.10% interest in EVERTEC, a 15.84% interest in Centro Financiero BHD Leon, S.A. (“BHD Leon”), a 24.9% interest in PR Asset Portfolio 2013-1 International, LLC and a 24.9% interest in PRLP 2011 Holdings LLP, among other investments in limited partnerships which mainly hold securities. EVERTEC provides transaction processing services throughout the Caribbean and Latin America, including servicing many of and transaction the Corporation’s infrastructure investment systems 4 POPULAR, INC. 2018 ANNUAL REPORT processing businesses. BHD León is a diversified financial services institution operating in the Dominican Republic. PR Asset Portfolio 2013-1 International, LLC is a joint venture to which the Corporation sold construction and commercial loans and commercial and residential real estate owned assets, most of which were non-performing during the year 2013. PRLP 2011 Holdings LLP is a joint venture to which the Corporation sold construction and commercial loans, most of which were non-performing during the year 2011. For the year ended December 31, 2018, the Corporation recorded approximately $38.0 million in earnings from these investments on an aggregate basis. The carrying amounts of these investments as of December 31, 2018 were $228.1 million. Refer to Note 16 to the consolidated financial statements for additional information of the Corporation’s investments under the equity method. SIGNIFICANT EVENTS DURING THE YEAR 2018 Name Change and rebranding of Popular’s U.S. Operations the Corporation’s New York-chartered On April 9, 2018, banking subsidiary changed its legal name from Banco Popular North America to Popular Bank. Formerly operating as “Popular Community Bank”, Popular Bank will use the brand “Popular” to market its businesses. As a result of the rebranding initiative, the Corporation now operates under a single brand, “Popular”, its regions – the United States mainland, Puerto Rico and the U.S. and British Virgin Islands – for the first time in the Corporation’s history. throughout all Early Termination of FDIC Shared-Loss Agreements On May 22, 2018, BPPR entered into a Termination Agreement (the “Termination Agreement”) with the Federal Deposit Insurance Corporation (the “FDIC”) to terminate all Shared- Loss Agreements entered into in connection with the acquisition of certain assets and assumption of certain liabilities of Westernbank Puerto Rico through an FDIC-assisted transaction in 2010 (the “FDIC Transaction”). The Corporation recorded a pre-tax gain of $94.6 million in connection to the Termination Agreement. The Corporation also recorded a net tax benefit, considering the related Tax entered into with the Puerto Rico Closing Agreement Department of Treasury (the “Tax Closing Agreement”) of $63.9 million. The combined effect of the Termination Agreement and the Tax Closing Agreement was a contribution ended of $158.5 million to net December 31, 2018. the year income for The Reliable Acquisition On August 1, 2018, Popular Auto, LLC (“Popular Auto”), Banco Popular de Puerto Rico’s auto finance subsidiary, completed the acquisition of approximately $1.6 billion in retail and $341 million in primarily auto-related auto loans loans from Wells Fargo & Company’s (“Wells commercial Fargo”) auto finance business in Puerto Rico (“Reliable”). The Corporation recorded goodwill of $ 43.8 million in connection with this transaction. Redemption of Senior Notes On October 15, 2018, the Corporation redeemed $450 million aggregate principal amount of its outstanding 7.00% Senior Notes due 2019 (the “2019 Notes”), funded with available cash and the proceeds from the issuance of $300 million aggregate principal amount of 6.125% Senior Notes due 2023. The Corporation recognized $12.5 million in expenses associated with the accelerated amortization of debt issuance costs and the redemption price of the 2019 Notes. Redemption of Trust Preferred Securities On September 7, 2018, Popular North America, Inc. (“PNA”) completed the redemption of all outstanding 8.327% Capital Securities, Series A (liquidation amount $1,000 per security and $52,865,000 in the aggregate) issued by BanPonce Trust I, a Delaware statutory trust established by PNA. The redemption price of each security was equal to 100% of the liquidation amount of the securities plus accumulated and unpaid distributions up to and excluding the redemption date. Common Stock Repurchase Plan The Corporation completed a $125 million accelerated share repurchase transaction (“ASR”) with respect to its common the Corporation received stock. 2,438,180 shares of common stock, based on a price of $51.27. The Corporation accounted for this as a treasury stock transaction. In connection therewith, Profit Sharing Plan In 2016, the Corporation established a broad-based Profit Sharing Plan (the “Plan”) where employees receive incentive compensation if the Corporation’s earnings results exceed the targets set by the Board of Directors. As a result of Corporation’s earnings for the year ended December 31, 2018, eligible employees received incentive payments of up to $5,600 per employee, half of which was paid in cash and the other half as a contribution to their 401(K) Savings and Investment Plan. The Corporation recorded $25.5 million in personnel costs for the year ended December 31, 2018 as a result of the Profit Sharing Plan. Voluntary Retirement Program The Corporation has offered to eligible Puerto Rico, U.S. Virgin Islands and British Virgin Island employees the opportunity to participate in a Voluntary Retirement Program (the “VRP”). The VRP offered such employees monetary and other incentives in exchange for electing to retire, effective February 1, 2019. To qualify for the VRP, eligible employees must have attained 58 years of age and at least 10 years of service. A total of 314 eligible employees elected to participate in the VRP. the Corporation recognized $19.5 million in Accordingly, personnel costs related to compensation arrangements for VRP participants. The Corporation expects annual personnel costs savings of approximately $11 million as a result of the VRP. Puerto Rico Tax Reform The Corporation recognized a $27.7 million non-cash income tax expense as a result of a reduction in the net deferred tax asset (“DTA”) related to its Puerto Rico operations from the reduction in the Corporate tax rate from 39% to 37.5%. This adjustment resulted in a reduction to Common Equity Tier 1 Capital and Total Regulatory Capital of approximately 3 basis points. Planned Capital Actions for 2019 On January 23, 2019, the Corporation announced the following actions as part of its capital plan for 2019: (i) an increase in its quarterly common stock dividend from $0.25 per share to $0.30 per share, and (ii) up to $250 million in common stock repurchases. On February 15, 2019, the Corporation’s Board of Directors approved a quarterly cash dividend of $0.30 per share on its outstanding common stock, payable on April 1, 2019 to shareholders of record at the close of business on March 8, 2019. On February 28, 2019, the Corporation entered into an accelerated share repurchase transaction of $250 million with respect to its common stock, which was accounted for as a treasury stock transaction. Accordingly, 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 of 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. Refer to Table 1 for selected financial data for the past five years. POPULAR, INC. 2018 ANNUAL REPORT 5 Table 1 - Selected Financial Data (Dollars in thousands, except per common share data) CONDENSED STATEMENTS OF OPERATIONS 2018 Years ended December 31, 2016 2015 2017 2014 Interest income Interest expense Net interest income Provision (reversal) for loan losses: Non-covered loans Covered loans Non-interest income Operating expenses Income tax expense (benefit) Income (loss) from continuing operations Income (loss) from discontinued operations, net of tax Net income (loss) Net income (loss) applicable to common stock PER COMMON SHARE DATA Net income (loss): Basic: From continuing operations From discontinued operations Total Diluted: From continuing operations From discontinued operations Total Dividends declared Common equity per share Market value per common share Outstanding shares: Average - basic Average - assuming dilution End of period AVERAGE BALANCES Net loans [1] Earning assets Total assets Deposits Borrowings Total stockholders’ equity PERIOD END BALANCE Net loans [1] Allowance for loan losses Earning assets Total assets Deposits Borrowings Total stockholders’ equity SELECTED RATIOS $ 2,021,848 $ 1,725,944 $ 1,634,573 $ 1,603,014 $ 1,633,543 688,471 945,072 286,971 1,734,877 223,980 1,501,964 194,031 1,408,983 212,518 1,422,055 226,342 1,730 652,494 1,421,562 119,579 618,158 – 319,682 5,742 419,167 1,257,196 230,830 107,681 – 618,158 $ 614,435 $ 107,681 $ 103,958 $ 171,126 (1,110) 297,936 1,255,635 78,784 215,556 1,135 216,691 $ 212,968 $ 217,458 24,020 519,541 1,288,221 (495,172) 893,997 1,347 895,344 $ 891,621 $ 223,999 46,135 386,515 1,193,684 58,279 (190,510) (122,980) (313,490) (317,213) 6.07 $ – 6.07 $ 6.06 $ – 6.06 $ 1.00 $ 53.88 47.22 1.02 $ – 1.02 $ 1.02 $ – 1.02 $ 1.00 $ 49.51 35.49 2.05 $ 0.01 2.06 $ 2.05 $ 0.01 2.06 $ 0.60 $ 49.60 43.82 8.65 $ 0.01 8.66 $ 8.64 $ 0.01 8.65 $ 0.30 $ 48.79 28.34 (1.88) (1.20) (3.08) (1.88) (1.20) (3.08) – 40.76 34.05 101,142,258 101,308,643 99,942,845 101,966,429 102,045,336 102,068,981 103,275,264 103,377,283 103,790,932 102,967,186 103,124,309 103,618,976 102,848,792 102,848,792 103,476,847 $ $ $ $ $ $ $ $ 25,062,730 $ 23,511,293 $ 23,062,242 $ 23,045,308 $ 22,366,750 29,897,273 33,713,158 35,181,857 37,613,742 24,647,355 29,066,010 3,514,203 2,339,399 4,555,752 5,278,477 37,668,573 41,404,139 33,182,522 2,000,840 5,345,244 31,451,081 35,186,305 26,778,582 2,757,334 4,704,862 43,275,366 46,639,858 38,487,422 1,879,229 5,444,152 $ 26,559,311 $ 24,942,463 $ 23,435,446 $ 23,129,230 $ 22,053,217 601,792 29,594,365 33,086,771 24,807,535 2,994,761 4,267,382 540,651 34,861,193 38,661,609 30,496,224 2,055,477 5,197,957 623,426 40,680,553 44,277,337 35,453,508 2,023,485 5,103,905 569,348 44,325,489 47,604,577 39,710,039 1,537,673 5,435,057 537,111 31,717,124 35,761,733 27,209,723 2,425,853 5,105,324 Net interest margin (taxable equivalent basis) [2] Return on average total assets Return on average common stockholders’ equity Tier I Capital to risk-adjusted assets Total Capital to risk-adjusted assets 4.34% 1.33 11.39 16.90 19.54 4.28% 0.26 1.96 16.30 19.22 4.48% 0.58 4.07 16.48 19.48 4.74% 2.54 19.16 16.21 18.78 3.45% (0.89) (7.04) 18.13 19.41 Includes loans held-for-sale and covered loans. [1] [2] Net interest margin for the year ended December 31, 2014 includes the impact of the cost associated with the refinancing of structured repos at BPNA and the accelerated amortization of the discount related to the TARP funds amounting to $39.2 million and $414.1 million, respectively. 6 POPULAR, INC. 2018 ANNUAL REPORT prepares its Consolidated Adjusted results of operations – Non-GAAP financial measure Adjusted net income The Corporation 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 the basis, management monitors Adjusted net Corporation and excludes the impact of certain transactions on the results of its operations. Management believes that Adjusted net income provides meaningful information to investors about the Corporation’s ongoing the underlying performance of operations. Adjusted net income is a non-GAAP financial measure. Refer to tables 37 to 39 for a reconciliation of net income ended to Adjusted net December 31, 2018, 2017 and 2016. income of the years income for Net interest income on a taxable equivalent basis Net interest income, on a taxable equivalent basis, is presented with its different components on Tables 3 and 4 for the years ended December 31, 2018 as compared with the same periods in 2017 and 2016, segregated by major categories of interest earning assets and interest bearing liabilities. The interest earning assets include investment securities and loans that are exempt from income tax, principally in Puerto Rico. The main sources of tax-exempt interest income are certain investments in obligations of the U.S. Government, its agencies and sponsored entities, and certain obligations of the Commonwealth of Puerto Rico and its agencies and assets held by the Corporation’s international banking entities. To facilitate the comparison of all interest related to these assets, the interest income has been converted to a taxable equivalent basis, using the applicable statutory income tax rates for each period. The taxable equivalent computation considers the interest expense and other related expense disallowances required by the Puerto Rico tax law. Under this law, the exempt interest can be deducted up to the amount of taxable income. Net interest income on a taxable equivalent basis is a non-GAAP financial measure. Management believes that this presentation provides meaningful information since it facilitates the comparison of revenues arising from taxable and exempt sources. Non-GAAP financial measures used by the Corporation may not be comparable to similarly named Non-GAAP financial measures used by other companies. Financial highlights for the year ended December 31, 2018 In 2018 we benefited from deposit growth and higher interest rates, as well as the contribution of the Reliable acquisition, of to a net income while in 2017 we had the negative effects of the Hurricanes Irma and Maria. The Corporation’s net income for the year ended December 31, 2018 amounted to $618.2 million, compared $107.7 million and $216.7 million, for 2017 and 2016, respectively. The results for the year ended December 31, 2018 include a pre-tax gain of $94.6 million resulting from the Termination Agreement with the FDIC previously disclosed; a net income tax benefit of $63.9 million resulting from the impact of the Termination Agreement and the related Tax Closing Agreement; and $27.7 million non-cash income tax expense as a result of a reduction in the Corporation’s net deferred tax asset related to the Puerto Rico operations due to the reduction in tax rates as a result of an amendment to the Puerto Rico Internal Revenue Code. Net the year ended December 31, 2017 amounted to $107.7 million. The Corporation’s results for the year 2017, include the impact of an income tax expense of $168.4 million related to the impact of the Federal Tax Cuts and Job Act on the Corporation’s U.S. deferred tax asset during the fourth quarter of 2017 and the expenses related to Hurricanes Irma and Maria of approximately $88 million, on a pre-tax basis, during the third and fourth quarters of 2017. income for Net income for the year ended December 31, 2016 amounted to $216.7 million. The Corporation’s results include the impact of two unfavorable arbitration review board decisions in disputes with the FDIC, which resulted in a pre-tax charge of $171.8 million related to unreimbursed losses considered in the arbitrations, the related adjustment to the true-up obligation owed to the FDIC and recoveries previously incorporated in the net damages claimed in the arbitration. Excluding the impact of the above mentioned transactions, detailed in Tables 37 through 39, the Adjusted net income for the year ended December 31, 2018 was $487.3 million, compared to $276.0 million for 2017 and $358.1 million for 2016. Refer to Tables 37 through 39 for the reconciliation to the Adjusted net income. The discussion that follows provides highlights of for the Corporation’s ended December 31, 2018 compared to the results of operations of 2017. It also provides some highlights with respect to the Corporation’s financial condition, credit quality, capital and liquidity. Table 2 presents a five-year the components of net income (loss) as a percentage of average total assets. results of operations summary of the year POPULAR, INC. 2018 ANNUAL REPORT 7 Table 2 - Components of Net Income (Loss) as a Percentage of Average Total Assets 2018 2017 2016 2015 2014 Net interest income Provision for loan losses Mortgage banking activities Other-than-temporary impairment losses on debt securities Net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves Net (loss) profit trading account on debt securities FDIC loss share income (expense) Other non-interest income Total net interest income and non-interest income, net of provision for loan losses Operating expenses Income (loss) from continuing operations before income tax Income tax expense (benefit) Income (loss) from continuing operations Loss from discontinued operations, net of tax Net income (loss) 3.72% 3.63% 3.78% 4.00% 2.69% (0.45) (0.49) 0.15 0.11 – – 0.02 – (0.05) (0.03) – – (0.55) 0.20 1.22 1.12 (0.79) 0.06 (0.02) – (0.05) – (0.02) 1.05 (0.69) 0.23 (0.04) – (0.05) (0.01) 0.06 1.29 (0.77) 0.09 – 0.12 (0.12) 0.01 (0.29) 1.29 4.63 (3.05) 3.86 (3.04) 4.12 (3.34) 1.58 0.26 1.32 – 0.82 0.56 0.26 – 0.78 0.20 0.58 – 4.79 (3.66) 1.13 (1.41) 2.54 – 3.02 (3.39) (0.37) 0.17 (0.54) (0.35) 1.32% 0.26% 0.58% 2.54% (0.89)% Net interest income for the year ended December 31, 2018 was $1.7 billion, an increase of $232.9 million when compared to 2017. The increase in net interest income was mainly driven by the acquisition of $1.9 billion of loans from the Reliable Transaction, the increase in the bond and money market portfolio, and the related positive impact due to the change in interest rates in those assets, partially offset by an increase in total interest-bearing liabilities and its funding costs. Refer to the Net Interest Income section of this MD&A for additional information. The Corporation’s total provision for loan losses totaled the year ended December 31, 2018, $228.1 million for compared with $325.4 million for 2017. The decrease was mainly due to last year’s incremental provision of $67.7 million due to Hurricanes Irma and Maria. Non-performing assets totaled $748 million at December 31, 2018, reflecting a slight increase of $5 million when compared to December 31, 2017. Refer to the Provision for Loan Losses and Credit Risk sections of this MD&A for information on the allowance for loan losses, restructurings, net non-performing assets, charge-offs and credit quality metrics. troubled debt Non-interest income for the year ended December 31, 2018 amounted to $652.5 million, an increase of $233.3 million, when compared with 2017. The increase was mainly due to a favorable variance on the FDIC loss share income (expense) of $104.8 million as a result of the Termination Agreement with the FDIC during the year, higher income from mortgage banking activities by $27.3 million and higher other operating income by $47.1 million mainly resulting from insurance recoveries related to Hurricane Maria. Refer to the Non-Interest Income section of this MD&A for additional information on the the different categories of non-interest major variances of income. Total operating expenses amounted to $1.4 billion for the year 2018, compared with $1.3 billion at December 31, 2017. for 2018 were impacted by higher Operating expenses personnel cost by $86.2 million mainly related to the VRP, profit sharing expenses and other incentive compensation, higher professional including those related to the Termination Agreement with the FDIC, an expense of $12.5 million related to the redemption of the 2019 Senior Notes and the write-down of $19.6 million of capitalized software costs for a project discontinued by the Corporation. Refer to the Operating Expenses section of this MD&A for additional information. fees, Income tax expense amounted to $119.6 million for the year ended December 31, 2018 compared with an income tax expense of $230.8 million for the previous year. For the year 2018, the Corporation recognized a net income tax benefit of $63.9 million related to the impact of the Termination Agreement, discussed above, and an income tax expense of $27.7 million due to a reduction in the Puerto Rico corporate tax rate from 39% to 37.5%. During 2017, the Corporation recognized an income tax expense of $168.4 million resulting from the impact of the Federal Tax Cuts and Jobs Act in the Corporation’s income tax expense. Refer to the Income Taxes section in this MD&A and Note 37 to the consolidated financial statements for additional information on income taxes. At December 31, 2018, the Corporation’s total assets were $47.6 billion, compared with $44.3 billion at December 31, 2017, an increase of $3.3 billion, mainly driven by an increase in the Corporation’s debt securities available-for-sale portfolio by $3.1 billion and the acquisition of the Reliable loan portfolio, partially offset by a reduction in cash and money market investments. Refer to the Statement of Condition Analysis section of this MD&A for additional information. 8 POPULAR, INC. 2018 ANNUAL REPORT Deposits amounted to $39.7 billion at December 31, 2018, compared with $35.5 billion at December 31, 2017. Table 8 presents a breakdown of deposits by major categories. The increase in deposits was mainly due to higher Puerto Rico public sector and private demand deposits at BPPR. The Corporation’s borrowings totaled $1.5 billion at December 31, 2018, compared to $2.0 billion at December 31, 2017. Refer to Note 19 to the Consolidated Financial Statements for detailed information on the Corporation’s borrowings. Refer to Table 7 in the Statement of Financial Condition Analysis section of this MD&A for the percentage allocation of the composition of the Corporation’s financing to total assets. Stockholders’ equity totaled $5.4 billion at December 31, 2018, compared with $5.1 billion at December 31, 2017. The increase was mainly due to net income of $618.2 million for the year ended December 31, 2018 and a cumulative effect of accounting change of $1.9 million, partially offset by the recognition of $125 million in treasury stock as part of the accelerated share repurchase transaction, higher unrealized losses on debt securities available-for-sale by $71.6 million, declared dividends of $101.3 million on common stock ($0.25 per share) and $3.7 million in dividends on preferred stock. The Corporation and its banking subsidiaries continue to be well-capitalized at December 31, 2018. The Common Equity Tier 1 Capital ratio at December 31, 2018 was 16.90%, compared to 16.30% at December 31, 2017. For financial further discussion of operating results, condition and business risks refer to the narrative and tables included herein. The shares of the Corporation’s common stock are traded on the NASDAQ Global Select Market under the symbol BPOP. CRITICAL ACCOUNTING POLICIES / ESTIMATES followed by the The accounting and reporting policies Corporation and its subsidiaries conform with generally accepted accounting principles in the United States of America (“GAAP”) and general practices within the financial services industry. The Corporation’s significant accounting policies are described in detail in Note 2 to the Consolidated Financial Statements and should be read in conjunction with this section. Critical accounting policies require management to make estimates and assumptions, which involve significant judgment about the effect of matters that are inherently uncertain and that involve a high degree of subjectivity. 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. The following MD&A section is a summary of what management considers the Corporation’s critical accounting policies and estimates. Fair Value Measurement of Financial Instruments The Corporation currently measures at fair value on a recurring securities basis securities, trading debt debt its available-for-sale, certain equity securities, derivatives and mortgage servicing rights. 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 lower of cost or fair value result accounting or write-downs of individual assets. 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. The Corporation categorizes from the application of its The Corporation requires the use of observable inputs when available, in order to minimize the use of unobservable inputs to determine fair value. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The amount of judgment involved in estimating the fair value of a financial instrument depends upon the availability of quoted market prices or observable market parameters. In addition, it may be affected by other factors such as the type of instrument, the liquidity of the market for the instrument, transparency around the inputs the contractual characteristics of the instrument. to the valuation, as well as Broker quotes used for fair value measurements inherently reflect any lack of liquidity in the market since they represent an exit price from the perspective of the market participants. Financial assets that were fair valued using broker quotes amounted to $7 million at December 31, 2018, of which $1 million were Level 3 assets and $ 6 million were Level 2 assets. Level 3 assets consisted principally of tax-exempt GNMA mortgage-backed securities. Fair value for these securities was based on an internally-prepared matrix derived from local broker quotes. The main input used in the matrix pricing was non-binding local broker quotes obtained from limited trade activity. Therefore, these securities were classified as Level 3. Trading Debt Securities and Debt Securities Available-for-Sale The majority of the values for trading debt securities and debt securities available-for-sale are obtained from third-party pricing services and are validated with alternate pricing sources when available. Securities not priced by a secondary pricing source are documented and validated internally according to their significance to the Corporation’s financial statements. Management has established materiality thresholds according to the investment class to monitor and investigate material deviations in prices obtained from the primary pricing service provider and the secondary pricing source used as support for the valuation results. During the year ended December 31, 2018, the Corporation did not adjust any prices obtained from pricing service providers or broker dealers. POPULAR, INC. 2018 ANNUAL REPORT 9 including the relative liquidity of Inputs are evaluated to ascertain that they consider current the market conditions, market. When a market quote for a specific security is not available, the pricing service provider generally uses observable data to derive an exit price for the instrument, such as benchmark yield curves and trade data for similar products. To the extent trading data is not available, the pricing service provider relies on specific information including dialogue with brokers, buy side clients, credit ratings, spreads to established benchmarks and transactions on similar securities, to draw the evaluated correlations based on the characteristics of instrument. If for any reason the pricing service provider cannot observe data required to feed its model, it discontinues pricing the instrument. During the year ended December 31, 2018, none of the Corporation’s debt securities were subject to pricing discontinuance by the pricing service providers. The pricing methodology and approach of our primary pricing service providers is concluded to be consistent with the fair value measurement guidance. Furthermore, management assesses the fair value of its portfolio of investment securities at least on a quarterly basis, which includes analyzing changes in fair value that have resulted in losses that may be considered other-than-temporary. Factors considered include, for example, the nature of the investment, severity and duration of possible impairments, industry reports, sector credit ratings, economic environment, creditworthiness of the issuers and any guarantees. Securities are classified in the fair value hierarchy according to product type, characteristics and market liquidity. At the end of each period, management assesses the valuation hierarchy for each asset or liability measured. The fair value measurement analysis performed by the Corporation includes validation procedures pricing review of market methodology, assumption and level hierarchy changes, and evaluation of distressed transactions. changes, and Refer to Note 29 to the Consolidated Financial Statements for a description of the Corporation’s valuation methodologies used for the assets and liabilities measured at fair value. Loans and Allowance for Loan Losses Interest on loans is accrued and recorded as interest income based upon the principal amount outstanding. Non-accrual loans are those loans on which the accrual of interest is discontinued. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income and the loan is accounted for either on a cash- basis method or on the cost-recovery method. Loans designated as non-accruing are returned to accrual status when the Corporation expects repayment of the remaining contractual principal and interest. The determination as to the ultimate collectability of the loan’s balance may involve management’s judgment in the evaluation of the borrower’s financial condition and prospects for repayment. 10 POPULAR, INC. 2018 ANNUAL REPORT Refer to the MD&A section titled Credit Risk, particularly a detailed the Non-performing description of the Corporation’s non-accruing and charge-off policies by major loan categories. sub-section, assets for One of the most critical and complex accounting estimates is associated with the determination of the allowance for loan losses. The provision for loan losses charged to current operations is based on this determination. The Corporation’s assessment of the allowance for loan losses is determined in accordance with accounting guidance, specifically guidance of in ASC Subtopic 450-20 and loan loss impairment guidance in ASC Section 310-10-35. contingencies For a detailed description of the principal factors used to determine the general reserves of the allowance for loan losses and for the principal enhancements Management made to its methodology, refer to Note 9. terms of According to the loan impairment accounting guidance in ASC Section 310-10-35, a loan is impaired when, based on current information and events, it is probable that the principal and/or interest are not going to be collected according to the original contractual the loan agreement. Current information and events include “environmental” factors, e.g. existing industry, geographical, economic and political factors. Probable means the future event or events which will confirm the loss or impairment of the loan is likely to occur. The collateral dependent method is generally used for the impairment determination on commercial and construction loans since the expected realizable value of the loan is based upon the proceeds received from the liquidation of the collateral property. For commercial properties, the “as is” value or the “income approach” value is used depending on the financial condition of the subject borrower and/or the nature of the subject collateral. In most cases, impaired commercial loans do not have reliable or sustainable cash flow to use the discounted cash flow valuation method. As a general rule, the appraisal valuation used by the Corporation for impaired construction loans is based on discounted value to a single purchaser, discounted sell out or “as is” depending on the condition and status of the project and the performance of the same. Appraisals may be adjusted due to their age, property conditions, geographical area or general market conditions. The adjustments applied are based upon internal information, like other appraisals and/or loss severity information that can provide historical trends in the real estate market. Discount rates used may change to time based on management’s estimates. from time For additional information on the Corporation’s policy of its impaired loans, refer to Note 2. In addition, refer to the Credit Risk section of this MD&A for detailed information on the Corporation’s collateral value estimation for other real estate. The Corporation’s management evaluates the adequacy of the allowance for loan losses on a quarterly basis following a systematic methodology in order to provide for known and that risks factors or markets. Other in the loan portfolio. inherent In developing its assessment of the adequacy of the allowance for loan losses, 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 can affect management’s estimates are the years of historical data to include when estimating losses, the level of volatility of losses in a specific portfolio, changes in underwriting standards, financial impairment measurement, among others. Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the condition of the various markets in which collateral may be sold may all affect the required level of the business, the allowance for loan losses. Consequently, financial condition, liquidity, capital and results of operations could also be affected. accounting standards loan and A restructuring constitutes a TDR when the Corporation the restructuring constitutes a separately concludes concession and the debtor is experiencing financial difficulties. For information on the Corporation’s TDR policy, refer to Note 2. that Loans Acquired with Deteriorated Credit Quality Accounted for Under ASC 310-30 ASC Subtopic 310-30 provides two specific criteria that have to be met in order for a loan to be within its scope: (1) credit deterioration on the loan from its the acquisition date and (2) that it is probable that not all of the contractual cash flows will be collected on the loan. Once in the scope of ASC Subtopic 310-30, the credit portion of the fair value discount on an acquired loan cannot be accreted into income until the acquirer has assessed that it expects to receive more cash flows on the loan than initially anticipated. inception until include a significant amount of Generally, acquired loans that meet the definition for nonaccrual status fall within the Corporation’s definition of impaired loans under ASC Subtopic 310-30. Also, for acquisitions that impaired loans, an election can be made for non-impaired loans included in such transactions to apply the accretable yield method (expected cash flow model of ASC Subtopic 310-30), by analogy, to those loans. Those loans are disclosed as a loan that was acquired with credit deterioration and impairment. that have based on loans Under ASC Subtopic 310-30, impaired loans are aggregated into pools common risk characteristics. Each loan pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Characteristics considered in pooling loans include loan type, interest rate type, accruing status, amortization type, rate index and source type. Once the pools are defined, the Corporation maintains the integrity of the pool of multiple loans accounted for as a single asset. the pool reasonably Under ASC Subtopic 310-30, the difference between the undiscounted cash flows expected at acquisition and the fair value of the loans, or the “accretable yield,” is recognized as interest income using the effective yield method over the estimated life of the loan if the timing and amount of the future cash flows of estimable. The is non-accretable difference represents the difference between contractually required principal and interest and the cash flows expected to be collected. Subsequent to the acquisition date, increases in cash flows over those expected at the acquisition date are recognized as interest income prospectively as an adjustment to accretable yield over the pool’s remaining life. Decreases in expected cash flows after the acquisition date are generally recognized by recording an allowance for loan losses. Over the life of the acquired loans that are accounted under ASC Subtopic 310-30, the Corporation continues to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics. The Corporation evaluates at each balance sheet date whether the present value of its loans determined using the effective interest rates has decreased based on revised estimated cash flows and if so, recognizes a provision for loan loss in its Consolidated Statement of Operations and an allowance for loan losses in its Consolidated Statement of Financial Condition. For any increases in cash flows expected to be collected from borrowers, the Corporation adjusts the amount of accretable yield recognized on the loans on a prospective basis over the pool’s remaining life. future recognized based on the Income Taxes Income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and attributable to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the changes are enacted. The calculation of periodic income taxes is complex and requires the use of estimates and judgments. The Corporation has recorded two accruals for income taxes: (i) the net estimated amount currently due or to be received from taxing jurisdictions, including any reserve for potential examination issues, and (ii) a deferred income tax that represents the estimated impact of temporary differences between how the Corporation recognizes assets and liabilities under accounting principles generally accepted in the United States (GAAP), and how such assets and liabilities are recognized under the tax POPULAR, INC. 2018 ANNUAL REPORT 11 code. Differences in the actual outcome of these future tax consequences could impact the Corporation’s financial position or its results of operations. In estimating taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions taking into consideration statutory, judicial and regulatory guidance. 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 realization of deferred tax assets requires the consideration of all sources of taxable income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable reversing temporary differences and income exclusive of carryforwards, and taxable tax-planning strategies. in carryback years income Management evaluates the realization of the deferred tax asset by taxing jurisdiction. The U.S. mainland operations are evaluated as a whole since a consolidated income tax return is filed; on the other hand, the deferred tax asset related to the Puerto Rico operations is evaluated on an entity by entity basis, since no consolidation is allowed in the income tax filing. three major this evaluation is composed of Accordingly, components: U.S. mainland operations, Puerto Rico banking operations and Holding Company. For the evaluation of the realization of the deferred tax asset by taxing jurisdiction, refer to Note 37. Under the Puerto Rico Internal Revenue Code, the Corporation and its subsidiaries are treated as separate taxable entities and are not entitled to file consolidated tax returns. The Code provides a dividends-received deduction of 100% on dividends received from “controlled” subsidiaries subject to taxation in Puerto Rico and 85% on dividends received from other taxable domestic corporations. Changes in the Corporation’s estimates can occur due to changes in tax rates, new business strategies, newly enacted guidance, and resolution of issues with taxing authorities regarding previously taken tax positions. Such changes could affect the amount of accrued taxes. The Corporation has made tax payments in accordance with estimated tax payments rules. Any remaining payment will not have any significant impact on liquidity and capital resources. The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have 12 POPULAR, INC. 2018 ANNUAL REPORT profitability. The been recognized in the financial statements or tax returns and tax future consequences represents management’s best estimate of those future events. Changes in management’s current estimates, due to unanticipated events, could have a material impact on the Corporation’s financial condition and results of operations. accounting deferred for tax law, In evaluating a tax position, the position. The Corporation’s estimate of The Corporation establishes tax liabilities or reduces tax assets for uncertain tax positions when, despite its assessment that its tax return positions are appropriate and supportable under local the Corporation believes it may not succeed in realizing the tax benefit of certain positions if challenged. the Corporation determines whether it is more-likely-than-not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the ultimate tax liability contains assumptions based on past experiences, and judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by taxing jurisdictions. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Corporation evaluates these uncertain tax positions each quarter and adjusts the related tax liabilities or assets in light of changing facts and circumstances, such as the progress of a tax audit or the expiration of a statute of the estimates and limitations. The Corporation believes assumptions used to support its evaluation of uncertain tax positions are reasonable. 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 $9.0 million at December 31, 2018 and 2017. Refer to Note 37 to the consolidated financial statements for further information on this subject matter. The Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which could amount to approximately $4.7 million. 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. Although the outcome of tax audits is uncertain, the Corporation believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that are expected to result from open years. From time to time, the Corporation is audited by various federal, state and local authorities regarding income tax its approach in matters. Although management believes determining the appropriate tax treatment is supportable and in if any, accordance with the accounting standards, it is possible that the final tax authority will take a tax position that is different than the tax position reflected in the Corporation’s income tax provision and other tax reserves. As each audit is conducted, adjustments, appropriately recorded in the consolidated financial statement in the period determined. Such differences could have an adverse effect on the Corporation’s income tax provision or benefit, or other tax reserves, in the reporting period in which such determination is made and, consequently, on the Corporation’s results of operations, financial position and / or cash flows for such period. are Under applicable standards, the reporting unit for each reporting unit Goodwill The Corporation’s goodwill and other identifiable intangible assets having an indefinite useful life are tested for impairment. Intangibles with indefinite lives are evaluated for impairment at least annually, and on a more frequent basis, if events or circumstances indicate impairment could have taken place. Such events could include, among others, a significant adverse change in the business climate, an adverse action by a regulator, an unanticipated change in the competitive environment and a decision to change the operations or dispose of a reporting unit. goodwill accounting impairment analysis is a two-step test. The first step of the goodwill impairment test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of is not considered impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed. The second step involves calculating an implied fair value of for which the first step goodwill indicated possible impairment. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual assets, liabilities and identifiable intangibles (including any unrecognized intangible assets, such as unrecognized core deposits and trademark) as if the reporting unit was being acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The Corporation estimates the fair values of the assets and liabilities of a reporting unit, consistent with the requirements of the fair value measurements accounting standard, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of the assets and liabilities reflects market conditions, thus volatility in prices could have a material impact on the determination of the implied fair value of the reporting unit test date. The adjustments to goodwill at measure the assets, liabilities and intangibles at fair value are the impairment for the purpose of measuring the implied fair value of goodwill and such adjustments are not reflected in the Consolidated Statement of Condition. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted under applicable accounting standards. BPPR and PB passed Step 1 in the annual test as of July 31, 2018. For a detailed description of the annual goodwill impairment evaluation performed by the Corporation during the third quarter of 2018, refer to Note 17. At December 31, 2018, goodwill amounted to $671 million. Note 17 to the Consolidated Financial Statements provides the assignment of goodwill by reportable segment. Pension and Postretirement Benefit Obligations The Corporation provides pension and restoration benefit plans for certain employees of various subsidiaries. The Corporation also provides certain health care benefits for retired employees of BPPR. The non-contributory defined pension and benefit restoration plans (“the Pension Plans”) are frozen with regards to all future benefit accruals. recorded amounts, The estimated benefit costs and obligations of the Pension Plans and Postretirement Health Care Benefit Plan (“OPEB Plan”) are impacted by the use of subjective assumptions, which can materially affect including expected returns on plan assets, discount rates, termination rates, retirement rates and health care trend rates. Management applies judgment in the determination of these factors, which normally undergo evaluation against current industry practice and the actual experience of the Corporation. The Corporation uses an independent actuarial firm for assistance in the determination of the Pension Plans and OPEB Plan costs and obligations. Detailed information on the Plans and related valuation assumptions are included in Note 31 to the Consolidated Financial Statements. 31, fair value assets at December The Corporation periodically reviews its assumption for the long-term expected return on Pension Plans assets. The Pension 2018 was Plans’ $685.8 million. The expected return on plan assets is determined by considering various factors, including a total fund return estimate based on a weighted-average of estimated returns for each asset class in each plan. Asset class returns are estimated using current and projected economic and market factors such as real rates of return, inflation, credit spreads, equity risk premiums and excess return expectations. As part of the review, the Corporation’s independent consulting actuaries performed an analysis of expected returns based on each plan’s expected asset allocation for the year 2019 using the Willis Towers Watson US Expected Return Estimator. POPULAR, INC. 2018 ANNUAL REPORT 13 This analysis is reviewed by the Corporation and used as a tool to develop expected rates of return, together with other data. This forecast reflects the actuarial firm’s view of expected long- term rates of return for each significant asset class or economic indicator; for example, 8.5% for large cap stocks, 8.8% for small cap stocks, 9.0% for international stocks, 4.2% for aggregate fixed-income securities and 4.5% for long government/credit at January 1, 2019. A range of expected investment returns is developed, and this range relies both on forecasts and on broad- market returns, correlations, and volatilities for each asset class. benchmarks historical expected for reviews, As a consequence of the Corporation recent decreased its expected return on plan assets for year 2019 to 5.3% and 6.0% for the Pension Plans. Expected rates of return of 5.5% and 6.0% had been used for 2018 and 6.50% had been used for 2017 for the Pension Plans. Since the expected return assumption is on a long-term basis, it is not materially impacted by the yearly fluctuations (either positive or negative) in the actual return on assets. The expected return can be materially impacted by a change in the plan’s asset allocation. Net Periodic Benefit Cost (“pension expense”) for the Pension Plans amounted to $5.5 million in 2018. The total pension expense included a benefit of $40.2 million for the expected return on assets. Pension expense is sensitive to changes in the expected return on assets. For example, decreasing the expected rate of return for 2019 from 5.3% to 5.05% would increase the projected 2019 pension expense for the Banco Popular de Puerto Rico Retirement Plan, the Corporation’s largest plan, by approximately $1.6 million. If the projected benefit obligation exceeds the fair value of plan assets, the Corporation shall recognize a liability equal to the unfunded projected benefit obligation and vice versa, if the fair value of plan assets exceeds the projected benefit obligation, the Corporation recognizes an asset equal to the overfunded projected benefit obligation. This asset or liability may result in a taxable or deductible temporary difference and its tax effect shall be recognized as an income tax expense or benefit which shall be allocated to various components of the financial statements, including other comprehensive income. The determination of the fair value of pension plan obligations involves judgment, and any changes in those estimates could impact the Corporation’s Consolidated Statement of Financial Condition. Management believes that the fair value estimates of the Pension Plans assets are reasonable given the valuation methodologies used to measure the investments at fair value as described in Note 29. Also, the compositions of the plan assets are primarily in equity and debt securities, which have readily determinable quoted market prices. The Corporation had recorded a liability for the underfunded pension benefit obligation of $68.7 million at December 31, 2018. The Corporation uses the spot rate yield curve from the Willis Towers Watson RATE: Link (10/90) Model to discount 14 POPULAR, INC. 2018 ANNUAL REPORT the expected projected cash flows of the plans. The Corporation used an equivalent single weighted average discount rate which ranged from 4.20% to 4.23% for the Pension Plans and 4.30% for the OPEB Plan to determine the benefit obligations at December 31, 2018. A 50 basis point decrease to each of the rates in the December 31, 2018 Willis Towers Watson RATE: Link (10/90) Model as of the beginning of 2019 would increase the projected 2019 expense for the Banco Popular de Puerto Rico Retirement Plan by approximately $2.1 million. The change would not affect the minimum required contribution to the Pension Plans. The OPEB Plan was unfunded (no assets were held by the plan) at December 31, 2018. The Corporation had recorded a liability for the underfunded postretirement benefit obligation of $153.4 million at December 31, 2018. Assumed health care trend rates may have significant effects on the amounts reported for the OPEB Plan. Note 31 to the Consolidated Financial Statements provides information on the assumed rates considered by the Corporation and on the sensitivity that a one-percentage point change in the assumed rate may have on specified cost components and the postretirement benefit obligation of the Corporation. interest influence net including loan fees, STATEMENT OF OPERATIONS ANALYSIS Net Interest Income Net interest income is the difference between the revenue less the generated from earning assets, interest cost of deposits and borrowed money. Several risk factors might income including the economic environment in which we operate, market driven events, changes in volumes, repricing characteristics, loans fees collected, moratoriums granted on loan payments and delay charges, loans, as well as strategic decisions made by the Corporation’s management. Net interest income for the year ended December 31, 2018 was $1.7 billion compared to $1.5 billion in 2017. Net interest income, on a taxable equivalent basis, for the year ended December 31, 2018 was $1.9 billion compared to $1.6 billion in 2017. interest collected on nonaccrual As a result of the May 2018 termination of the loss share agreements (the “FDIC Shared-Loss Agreements”) entered into with the Federal Deposit Insurance Corporation in connection with the acquisition of certain assets and assumption of certain interest liabilities of Westernbank, income has been adjusted to present the balances and income from the loans acquired from Westernbank (the “WB Loans”) in their respective loan segments. Previously, the Corporation presented the income associated with the WB Loans aggregated into a single line in its analysis of average balances and yields (Tables 3 and 4). The presentation for prior periods has been adjusted accordingly, for comparative purposes. the presentation of net The average key index rates for the years 2016 through 2018 were as follows: Prime rate Fed funds rate 3-month LIBOR 3-month Treasury Bill 10-year Treasury FNMA 30-year 2018 2017 2016 4.91% 4.10% 3.51% 1.00 1.82 1.26 2.31 0.94 1.96 2.33 2.91 3.09 3.60 0.39 0.74 0.31 1.84 2.57 Table 3 presents Average outstanding securities balances are based upon amortized cost excluding any unrealized gains or losses on loans have been securities available-for-sale. Non-accrual included in the respective average loans and leases categories. Loan fees collected, and costs incurred in the origination of loans are deferred and amortized over the term of the loan as an adjustment to interest yield. Prepayment penalties, late fees collected and the amortization of premiums / discounts on purchased loans are also included as part of the loan yield. Interest income for the period ended December 31, 2018 included a favorable impact, excluding the discount accretion on covered loans accounted for under ASC Subtopic 310-30, of $47.2 million, related to those items, compared to $19.0 million for the same period in 2017. The increase of $28.2 million is mainly due to the amortization of the fair value discount related to the Reliable acquisition during the third quarter of 2018. components of the the different Corporation’s net interest income, on a taxable equivalent basis, for the year ended December 31, 2018, as compared with the same period in 2017, segregated by major categories of interest earning assets and interest-bearing liabilities. Net interest margin increased by 2 basis points to 4.01% in 2018, compared to 3.99% in 2017. The increase in net interest margin is mainly driven by the acquisition of $1.9 billion of loans in the Reliable transaction, the increase in the bond and money market portfolio, and the related positive impact due to the change in interest rates in those assets. These positive drivers were partially offset by the increase in total interest-bearing liabilities and its funding costs. On a taxable equivalent basis, net interest margin was 4.34% in 2018, compared to 4.28% in 2017. Net interest income increased by $232.9 million year over year. On a taxable equivalent basis, net interest income increased by $265.0 million. The increase of $32.1 million in the taxable equivalent adjustment is directly related to a higher volume of tax-exempt investments in Puerto Rico. The main reasons for the variances in net interest income on a taxable equivalent basis were as follows: • Higher interest income from money market investments due to both an increase in volume of funds available to invest, mainly related to an increase in Puerto Rico government, retail and corporate deposits, and to the increase in market interest rates experienced in the last two years. Average rate of such portfolios increased 72 basis points when compared to the same period in 2017; • Higher interest income from investment securities mainly from higher volumes, particularly on U.S. Treasuries related to recent purchases to deploy liquidity and benefit from the Puerto Rico tax exemption of these assets; • Higher income from commercial and construction loans due to a higher volume of loans in the U.S. and improved yields in Puerto Rico mostly related to the effect on the variable rate portfolio of the above-mentioned rise in interest rates and the commercial loans acquired in the Reliable transaction; and • Higher income from auto loans mainly due to the Reliable acquisition, which contributed $89.2 million to interest income, the fair value discount of $28.1 million, and improved activity in auto loan financing in Puerto Rico during 2018. including the amortization of These positive variances were partially offset by: • Lower interest income from mortgage loans due to lower yields in Puerto Rico impacted by a reduction in fees collected from delayed mortgages due to the moratorium period related to the hurricanes; and • Higher interest expense on deposits mainly due to higher volumes in most categories, predominantly the increase in deposits from the Puerto Rico government, retail and corporate deposits and higher volumes in the U.S. to fund loan growth. components of Table 4 presents the the different Corporation’s net interest income, on a taxable equivalent basis, for the year ended December 31, 2017, as compared with the same period in 2016, segregated by major categories of interest interest earning assets and interest-bearing liabilities. Net margin decreased by 23 basis points to 3.99% in 2017, compared to 4.22% in 2016 mainly due to the mix in the asset composition, as balances have increased in lower yielding bond and money market investments. On a taxable equivalent basis, net interest margin was 4.28% in 2017, compared to 4.48% in 2016. In the low interest rate environment that has prevailed in the past years, the mix and overall size of our earning assets and the cost of funding those assets, although accretive to net interest income, has negatively impacted the Corporation’s net interest margin. Net interest income increased by $79.9 million year over year. On a taxable equivalent basis, net interest increase of income $21.4 million in the taxable equivalent adjustment is directly related to a higher volume of investments in Puerto Rico. increased by $101.3 million. The tax-exempt As a mentioned above, as a result of termination of the FDIC Shared-Loss Agreements, the May 2018 the POPULAR, INC. 2018 ANNUAL REPORT 15 presentation of net interest income has been adjusted to present the balances and income from the loans acquired from WB loans in their respective loan segments and adjusted for prior periods. The main variances in net interest income on a taxable equivalent basis for the years 2017 versus 2016 were as follows: • Higher interest income from money market investments due to both an increase in volume of funds available to invest, mainly related to an increase in Puerto Rico government deposits, and to increases in rates by the U.S. Federal Reserve. Average rate of such portfolios for the year increased 62 basis points when compared to the same period in 2016; • Higher interest income from investment securities mainly from higher volumes, particularly on U.S. Treasuries and mortgage-backed securities related to recent purchases; and • Higher income from commercial and construction loans; due to a higher volume of loans in the U.S. and improved yields in Puerto Rico mostly related to the effect on the variable rate portfolio of the above-mentioned rise in interest rates. These positive variances were partially offset by: • Lower interest income from mortgage loans due to lower average balances driven by lower lending activity, the above-mentioned waiver of late payment fees to clients and portfolio run-off in Puerto Rico and the U.S.; and • Higher interest expense on deposits mainly due to higher volumes in most categories, predominantly the increase in deposits from the Puerto Rico government and higher volumes in the U.S. to fund loan growth. These increases were partially offset by a lower average volume of brokered certificates of deposits and lower cost of interest- bearing deposits resulting from a higher proportion of low-cost deposits both in Puerto Rico and the U.S. 16 POPULAR, INC. 2018 ANNUAL REPORT Table 3 - Analysis of Levels & Yields on a Taxable Equivalent Basis from Continuing Operations (Non-GAAP) Average Volume Average Yields / Costs 2018 2017 Variance 2018 2017 Variance Year ended December 31, (In millions) $ 5,943 12,193 76 $ 4,481 $1,462 2,592 – 9,601 76 1.87% 1.15% 0.72% Money market investments 2.99 7.55 Investment securities Trading securities 0.25 (0.08) 2.74 7.63 Interest 2017 2018 Variance (In thousands) Variance Attributable to Rate Volume $ 111,289 $ 364,362 5,772 51,496 $ 59,793 101,670 262,692 43 5,729 $ 39,377 $ 20,416 57,204 102 44,466 (59) 18,212 14,158 4,054 2.64 2.26 0.38 trading securities 481,423 319,917 161,506 83,784 77,722 Total money market, investment and 11,698 915 867 7,119 4,464 11,065 830 742 7,110 3,764 633 85 125 9 700 6.03 6.37 5.98 5.30 10.96 5.69 5.61 6.35 5.44 10.77 25,063 23,511 1,552 6.71 6.44 0.34 0.76 (0.37) (0.14) 0.19 0.27 Loans: Commercial Construction Leasing Mortgage Consumer Total loans 705,190 58,270 51,868 377,139 489,073 629,240 46,593 47,120 386,790 405,349 75,950 11,677 4,748 (9,651) 83,724 38,937 6,631 (2,864) (10,126) 14,043 37,013 5,046 7,612 475 69,681 1,681,540 1,515,092 166,448 46,621 119,827 $43,275 $37,669 $5,606 5.00% 4.87% 0.13% Total earning assets $2,162,963 $1,835,009 $327,954 $130,405 $197,549 $12,688 9,439 7,570 $10,116 $2,572 1,336 (55) 8,103 7,625 29,697 25,844 3,853 358 1,521 452 1,549 (94) (28) 31,576 27,845 3,731 8,790 2,909 7,339 2,485 1,451 424 0.64% 0.37% 0.27% 0.34 1.21 0.09 0.11 0.25 1.10 Interest bearing deposits: NOW and money market [1] Savings Time deposits $ 80,665 $ 31,878 91,722 37,497 $ 43,168 11,661 20,217 7,572 84,150 $ 33,778 $ 6,932 4,701 9,390 4,729 2,871 0.69 2.01 4.96 0.91 0.55 1.27 4.93 0.80 0.14 0.74 0.03 0.11 Total deposits 204,265 141,864 62,401 45,411 16,990 Short-term borrowings Other medium and long-term debt 7,210 75,496 5,725 76,392 1,485 (896) 2,910 703 (1,425) (1,599) Total interest bearing liabilities 286,971 223,981 62,990 49,024 13,966 Demand deposits Other sources of funds $43,275 $37,669 $5,606 0.66% 0.59% 0.07% Total source of funds 286,971 223,981 62,990 49,024 13,966 4.34% 4.28% 0.06% taxable equivalent basis (Non-GAAP) 1,875,992 1,611,028 264,964 $ 81,381 $183,583 Net interest margin/ income on a 4.09% 4.07% 0.02% Net interest spread Taxable equivalent adjustment 141,116 109,065 32,051 4.01% 3.99% 0.02% equivalent basis (GAAP) $1,734,876 $1,501,963 $232,913 Net interest margin/ income non-taxable 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. POPULAR, INC. 2018 ANNUAL REPORT 17 Table 4 - Analysis of Levels & Yields on a Taxable Equivalent Basis from Continuing Operations (Non-GAAP) Average Volume Average Yields / Costs 2017 2016 Variance 2017 2016 Variance Years ended December 31, (In millions) $ 4,481 9,601 76 $ 3,104 $1,377 2,172 (42) 7,429 118 1.15% 0.53% 0.62% Money market investments 2.74 7.63 Investment securities Trading securities 0.02 0.80 2.72 6.83 Interest 2016 2017 Variance (In thousands) Variance Attributable to Rate Volume $ 51,496 $ 262,692 5,729 16,428 $ 35,068 60,577 202,115 (2,354) 8,083 $25,835 $ 9,233 52,069 (3,213) 8,508 859 14,158 10,651 3,507 2.26 2.13 0.13 trading securities 319,917 226,626 93,291 35,202 58,089 Total money market, investment and 11,065 830 742 7,110 3,764 10,434 736 660 7,380 3,852 23,511 23,062 631 94 82 (270) (88) 449 5.69 5.61 6.35 5.44 10.77 5.75 5.56 6.71 5.44 10.63 6.44 6.49 (0.06) 0.05 (0.36) – 0.14 (0.05) Loans: Commercial Construction Leasing Mortgage Consumer Total loans 629,240 46,593 47,120 386,790 405,349 599,935 40,922 44,287 401,146 409,349 29,305 5,671 2,833 (14,356) (4,000) (6,612) 412 (2,475) 352 2,451 35,917 5,259 5,308 (14,708) (6,451) 1,515,092 1,495,639 19,453 (5,872) 25,325 $37,669 $33,713 $3,956 4.87% 5.11% (0.24)% Total earning assets $1,835,009 $1,722,265 $112,744 $29,330 $ 83,414 $10,116 8,103 7,625 $ 7,159 $2,957 714 (285) 7,389 7,910 25,844 22,458 3,386 452 1,549 763 1,576 (311) (27) 27,845 24,797 3,048 7,339 2,485 6,608 2,308 731 177 0.37% 0.38% (0.01)% 0.25 1.10 0.24 1.04 0.01 0.06 Interest bearing deposits: NOW and money market [1] Savings Time deposits 0.55 1.27 4.93 0.80 0.57 1.02 4.89 0.86 (0.02) Total deposits 0.25 0.04 Short-term borrowings Other medium and long-term debt $ 37,497 $ 20,217 84,150 27,548 $ 18,002 82,027 9,949 2,215 2,123 $ 784 $ 9,165 2,103 112 (5,577) 7,700 141,864 127,577 14,287 5,725 76,392 7,812 77,129 (2,087) (737) 8,596 1,212 365 5,691 (3,299) (1,102) (0.06) Total interest bearing liabilities 223,981 212,518 11,463 10,173 1,290 Non-interest bearing demand deposits Other sources of funds $37,669 $33,713 $3,956 0.59% 0.63% (0.04)% Total source of funds 223,981 212,518 11,463 10,173 1,290 4.28% 4.48% (0.20)% taxable equivalent basis (Non-GAAP) 1,611,028 1,509,747 101,281 $19,157 $ 82,124 Net interest margin/income on a 4.07% 4.25% (0.18)% Net interest spread Taxable equivalent adjustment 109,065 87,692 21,373 3.99% 4.22% (0.23)% non-taxable equivalent basis (GAAP) $1,501,963 $1,422,055 $ 79,908 Net interest margin/ income [1] Includes interest bearing demand deposits corresponding to certain government entities in Puerto Rico. 18 POPULAR, INC. 2018 ANNUAL REPORT Provision for Loan Losses The following discussion includes the provision for loans previously classified as “covered” as a result of the Shared-Loss Agreements entered into in connection with the acquisition of Westernbank Puerto Rico through an FDIC-assisted transaction in 2010 and terminated during the second quarter of 2018. provision The Corporation’s losses was $228.1 million for the year ended December 31, 2018, compared to $325.4 million for the year ended December 31, 2017, a decrease of $97.3 million. loan for The provision for loan losses for the Puerto Rico segment was $196.5 million, compared to $241.7 million for the year ended December 31, 2017, a decrease of $45.2 million. This decrease was mainly related to the incremental provision expense of $69.9 million recorded in 2017, based on management’s best estimate of the impact of Hurricanes Irma and María (“the hurricanes”) on the Corporation’s loan portfolios. During 2018, the Corporation recorded downward adjustments to the hurricane-related reserve and released $5.9 million related to the 2018 annual allowance for loan and lease losses (“ALLL”) review and recalibration. These positive variances were in part offset by higher Puerto Rico commercial net charge-offs by $43.5 million. The hurricane-related reserve was substantially eliminated during 2018, however, the ALLL balance at December 31, 2018 included $50 million in qualitative judgmental reserves to account for probable losses in the portfolios not embedded in our historical loss rates. 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 $29.9 million, compared to $77.9 million for the same period in 2017, a decrease of $48.0 million mainly related to the taxi medallion portfolio acquired from the FDIC in the assisted sale of Doral Bank, as medallion collateral values significantly decreased during 2017. As of December 31, 2018, the balance of this portfolio was down to $73.4 million from $114.3 million for the same period in 2017. The effect of the annual recalibration was immaterial to the U.S. portfolio. The Corporation’s provision for totaled the year ended December 31, 2017, $325.4 million for compared to $170.0 million for 2016, an increase of $155.4 million. loan losses The provision for loan losses for the Puerto Rico segment amounted to $247.5 million for the year ended December 31, 2017, compared to $154.8 million for the year ended December 31, 2016. The increase of $92.7 million was mainly related to the $69.9 million incremental provision for the hurricane-related reserve, coupled with higher net charge-offs by $28.4 million, driven by an increase of $13.8 million and $10.6 million in the consumer and mortgage portfolios, respectively, which were impacted by the interruption of payment channels, collection efforts and loss mitigation operations after the hurricanes. The consumer net charge-offs increase also included the effect of a $7.1 million recovery in 2016 from the sale of previously charged-off credit cards and personal loans. The provision for loan losses for the U.S. segment amounted to $77.9 million for the year ended December 31, 2017, compared to $15.3 million for the year ended December 31, 2016. The increase of $62.6 million was largely related to higher reserves for the U.S. taxi medallion purchased credit impaired portfolio. Refer to the Credit Risk section of this MD&A for a detailed the assets, analysis of net allowance for loan losses and selected loan losses statistics. charge-offs, non-performing Non-Interest Income For the year ended December 31, 2018, non-interest income increased by $233.3 million, when compared with the previous year. Excluding the favorable variance on the FDIC loss share income (expense) of $104.8 million as a result of the income increased by Termination Agreement, non-interest $128.5 million primarily driven by: • Higher other service fees by $40.8 million mainly due to higher credit card and debit card fees by $22.1 million and $3.5 million, respectively, as a result of higher interchange income resulting from higher transactional volumes; higher other fees by $12.4 million in part due to retail auto loan servicing fees received from Wells Fargo; and higher insurance fees by $3.1 million; • Higher income from mortgage banking activities by $27.3 million mainly due to lower unfavorable fair value adjustments by servicing $28.0 million, net of portfolio amortization; on mortgage rights • The impairment other-than-temporary of $8.3 million recorded during the second quarter of 2017 on senior Puerto Rico Sales Tax Financing Corporation (“COFINA”) bonds classified as available-for-sale, which were subsequently sold in the third quarter of 2017; charge • Favorable variance in adjustments to indemnity reserves of $9.4 million related to loans previously sold with credit recourse at BPPR; and • Higher other operating income by $47.1 million mainly resulting from insurance recoveries related to Hurricane Maria of $19.0 million, modification fees received for the successful completion of loss mitigation alternatives of $14.8 million, $5.5 million in other income related to the Reliable operations mostly associated to recoveries of previously charged-off loans, higher aggregated net earnings from investments under the equity method by $3.9 million and higher daily auto rental revenues. These favorable variances were partially offset by lower service charges on deposit accounts by $3.0 million mainly due to lower fees on transactional cash management services. POPULAR, INC. 2018 ANNUAL REPORT 19 For the year ended December 31, 2017, non-interest income increased by $121.2 million, when compared with the previous year, principally due to: • Favorable variance in FDIC loss share income (expense) of $197.7 million as a result of a charge of $136.2 million related to the adverse arbitration award recorded during 2016 and lower fair value adjustments to the true-up payment obligation which were mainly impacted by changes in the discount rate. This positive variance was partially offset by the following: • Lower service charges on deposit accounts by $7.1 million due to lower transactional cash management services primarily due to the effects of Hurricane Maria; • Lower other service fees by $17.5 million mainly due lower insurance fees as a result of lower contingency commissions of $7.5 million, lower debit card fees at BPPR due to lower volume of transactions, and lower credit card fees due to transaction activity and late fee waivers offered as part of the hurricanes relief efforts; • Lower income from mortgage banking activities by $31.0 million in part due to $9.9 million in lower mortgage servicing fees, which are recognized as loan payments are collected, due to lower mortgage payments from the moratoriums offered as part of the hurricanes relief efforts; higher unfavorable fair value adjustments on mortgage servicing rights by $11.2 million; and lower net gain on sale of loans; • Higher other-than-temporary impairment losses on debt securities by $8.1 million due to the previously mentioned other-than-temporary impairment charge of $8.3 million recorded during the second quarter of 2017; and • Unfavorable variance in gain on loans held-for-sale of $8.7 million as a result of the sale of a non-accrual public sector loan during 2016. 20 POPULAR, INC. 2018 ANNUAL REPORT Operating Expenses Table 5 provides a breakdown of operating expenses by major categories. Table 5 - Operating Expenses (In thousands) Personnel costs: Salaries Commissions, incentives and other bonuses Pension, postretirement and medical insurance Other personnel costs, including payroll taxes Total personnel costs Net occupancy expenses Equipment expenses Other taxes Professional fees: Collections, appraisals and other credit related fees Programming, processing and other technology services Legal fees, excluding collections Other professional fees Total professional fees Communications Business promotion FDIC deposit insurance Loss on early extinguishment of debt Other real estate owned (OREO) expenses Other operating expenses: Credit and debit card processing, volume, interchange and other expenses Operational losses All other Total other operating expenses Amortization of intangibles Goodwill and trademark impairment losses Restructuring costs Total operating expenses Personnel costs to average assets Operating expenses to average assets Employees (full-time equivalent) Average assets per employee (in millions) Operating expenses for the year ended December 31, 2018 increased by $164.4 million, when compared with the previous year, mostly due to: • Higher personnel cost by $86.2 million, transaction, mainly due including $1.3 million of direct acquisition costs related to the Reliable to $19.5 million recognized in connection with the implementation of the voluntary retirement program and the recognition of $25.5 million related to annual incentives tied to the Corporation’s financial performance; higher commissions, incentives and other bonuses by $19.9 million and higher salaries by $13.1 million; Years ended December 31, 2018 2017 2016 2015 2014 $ 326,509 90,000 39,660 106,819 $ 313,394 70,099 40,065 53,204 $ 308,135 73,684 41,203 54,373 $ 304,618 79,305 36,743 49,537 $ 281,252 59,138 38,305 45,873 562,988 476,762 477,395 470,203 424,568 88,329 71,788 46,284 14,700 216,128 19,072 99,944 349,844 23,107 65,918 27,757 12,522 23,338 89,194 65,142 43,382 14,415 199,873 11,763 66,437 292,488 22,466 58,445 26,392 – 48,540 85,653 62,225 42,304 14,607 205,466 42,393 60,577 323,043 23,897 53,014 24,512 – 47,119 86,888 60,110 39,797 23,098 191,895 26,122 67,870 308,985 25,146 52,076 27,626 – 85,568 27,979 35,798 76,584 26,201 39,612 59,194 20,796 35,995 43,737 22,854 20,663 58,874 140,361 125,007 100,528 102,391 9,326 – – 9,378 – – 12,144 3,801 – 11,019 – 18,412 86,707 48,917 56,918 26,257 173,814 28,305 53,679 282,055 25,684 54,016 40,307 532 49,611 21,588 18,543 49,353 89,484 8,160 – 26,725 $1,421,562 $1,257,196 $1,255,635 $1,288,221 $1,193,684 1.21% 3.05 8,474 5.50 $ 1.15% 3.04 7,784 5.32 $ 1.27% 3.34 7,828 4.81 $ 1.34% 3.66 7,810 4.51 $ 1.21% 3.39 7,752 4.54 $ • Higher equipment expense by $6.6 million due to higher software and maintenance expenses; • Higher professional fees by $57.4 million mainly due to professional and advisory expenses associated with the termination of the FDIC Shared-Loss Agreements of $8.1 million; higher advisory services by $12.0 million at BPPR for regulatory related initiatives; higher audit and tax services by $2.2 million; higher temporary services by $2.4 million to address certain strategic initiatives; higher programming, processing and other technology expenses fees excluding by $16.3 million and higher collections fees by $7.3 million; legal POPULAR, INC. 2018 ANNUAL REPORT 21 • Higher business promotions by $7.5 million mainly due to higher customer reward program expense and higher advertising cost; • A loss of $12.5 million resulting from the early extinguishment of the 2019 Notes; and • Higher other operating expenses by $15.4 million mainly resulting from a $19.6 million write-down related to a capitalized software technology project cost of discontinued by the Corporation during the third quarter of 2018. a These negative variances were partially offset by: • Lower OREO expenses by $25.2 million due to lower write-downs on valuation of mortgage, commercial and construction properties by $11.5 million; higher gain on sales by $9.2 million and $3.3 million in insurance reimbursement related to recoveries for hurricane-related claims. Operating expenses for the year ended December 31, 2017 increased by $1.6 million, when compared with the previous year, mostly due to: • Higher net occupancy expenses by $3.5 million due to higher repair and maintenance expense and higher energy costs due to the hurricanes impact; • Higher equipment expense by $2.9 million due to higher software and maintenance expenses; • Higher business promotions by $5.4 million mainly due to higher sponsorship, promotion and donations related to disaster relief activities and communications in response to the hurricanes and higher credit card reward expense; and • Higher other operating expenses by $27.1 million as a result of a write-down of $7.6 million recognized during the first quarter of 2017, related to capitalized software that was discontinued by the cost Corporation; higher sundry losses by $3.6 million; higher provision for unused commitments by $2.6 million; a write-down of $3.6 million on premises and equipment and other costs related to Hurricanes Irma and Maria. a project for These negative variances were partially offset by: • Lower professional fees by $30.6 million mainly due to lower related to the FDIC arbitration proceedings, which were resolved during 2016, and lower expenses related to programming, processing and other technology services; legal fees • Lower amortization of intangibles by $2.8 million mainly due to core deposits intangible fully amortized in 2016 at BPPR; and • A goodwill impairment charge of $3.8 million at the securities subsidiary during 2016, recorded as part of the Corporation’s annual goodwill impairment analysis. 22 POPULAR, INC. 2018 ANNUAL REPORT INCOME TAXES Income tax expense amounted to $119.6 million for the year ended December 31, 2018, compared with income tax expense of $230.8 million for the previous year. On December 10, 2018, the Governor of Puerto Rico signed into law Act No. 257 of 2018, which amended the Puerto Rico Internal Revenue Code to, among other things, reduce the Puerto Rico corporate income tax rate from 39% to 37.5%. The Corporation recognized a $27.7 million non-cash income tax expense as a result of a reduction in the Corporation’s net deferred tax asset (“DTA”) related to its Puerto Rico operations, due to the aforementioned reduction in tax rates at which it expects to realize the benefit of the DTA. During 2018, the Corporation also recorded a net in connection with the Termination Agreement with the FDIC discussed in Note 10 to the Consolidated to $63.9 million, considering the related Tax Closing Agreement. The income tax expense for the year ended December 31, 2017 includes $168.4 million related to the write down of the DTA of the Corporation’s U.S. operations, as a result of the Tax Cuts and Jobs Act, which reduced the maximum federal corporate tax rate from 35% to 21%. tax benefit amounting Statements Financial At December 31, 2018, the Corporation had a DTA amounting to $1.0 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 37 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. Fourth Quarter Results The Corporation recognized a net income of $106.4 million for the quarter ended December 31, 2018, compared with a net loss of $102.2 million for the same quarter of 2017. Net interest income for the fourth quarter of 2018 amounted to $476.2 million, compared with $387.2 million for the fourth quarter of 2017. The increase in net interest income was primarily due to higher income from loans acquired as part of the Reliable transaction, higher income from investment securities due to increase in market rates and higher average balances of funds available to invest due to increases in deposit balances, mainly in Puerto Rico. This was partially offset by higher cost of deposits, due to higher average balances as mentioned above. The provision for loan losses amounted to $42.6 million for the quarter compared to ended December 31, 2018, $71.5 million for the fourth quarter of 2017. The decrease of $28.9 million is reflected at PB by $17.9 million mainly related to the taxi medallion portfolio and at BPPR by $11.0 million. Non-interest income (expense) amounted to $153.2 million for the quarter ended December 31, 2018, compared with $86.1 million for the same quarter in 2017. The positive variance was mainly due to higher other service fees by $21.8 million largely impacted by the hurricane-related fees offered in 2017 and lower transaction moratorium of activities at that time, higher mortgage banking activities by $21.2 million mainly due to a favorable variance in the valuation for mortgage servicing rights and higher other operating income by $18.7 million which includes $9.5 million in recoveries from hurricane related claims during the fourth quarter of 2018. Operating expenses totaled $396.5 million for the quarter ended December 31, 2018, compared with $322.0 million for the same quarter in the previous year. The increase is mainly related to higher personnel costs by $54.7 million due to the the voluntary retirement program and higher impact of incentive by higher compensation, $9.6 million and the expense of $12.5 million related to the early redemption of the 2019 Notes. professional fees Income tax expense amounted to $84.0 million for the quarter ended December 31, 2018, compared with income tax expense of $182.1 million for the same quarter of 2017. During the fourth quarter of 2018 the Corporation recognized a $27.7 million non-cash income tax expense as a result of a reduction in the Corporation’s net deferred tax asset (“DTA”) related to its Puerto Rico operations, due to the reduction in Corporate tax rate from 39% to 37.5%. The results for the fourth quarter of 2017 include an income tax expense of $168.4 million from the write down of the Corporation’s U.S. operations, as a result of the Tax Cuts and Jobs Act, which reduced the maximum federal corporate tax rate from 35% to 21%. the DTA of 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 managerial reporting purposes, the costs incurred by the Corporate group are not allocated to the reportable segments. As discussed in Note 39, management has determined to discontinue this practice effective on January 1, 2019. For a description of the Corporation’s reportable segments, including additional financial information and the underlying management accounting process, refer to Note 39 to the Consolidated Financial Statements. The Corporate group reported a net loss of $89.7 million for the year ended December 31, 2018, compared to $60.6 million for the previous year. The increase in the net loss was attributed to the early extinguishment of debt of $12.5 million related to the redemption of the 2019 Notes, higher professional services expense by $6.8 million and higher personnel costs by $12.3 million impacted by the VRP and the profit sharing plan. These negative variances were partially offset by lower borrowing costs by $2.7 million, due to the redemption of the 2019 Notes and the Trust Preferred Securities as discussed in Note 19 to the Consolidated Financial Statements, and higher interest income from loans. 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 $630.3 million for the year ended December 31, 2018, compared with $312.4 million for the year ended December 31, 2017. The principal that contributed to the variance in the financial results included the following: factors • Higher net interest income by $202.3 million impacted by higher interest income on money market investments by $59.4 million and investment securities by $69.6 million due to an increase in volume of funds available to invest and to increases in interest rates. In addition, higher income from loans by $120.8 million due to commercial loans growth and the income from the portfolio acquired from Reliable which contributed $89.2 million to interest income, the fair value discount of $28.1 million. These variances were partially expense on deposits by offset by higher $49.0 million due mainly to higher average balances. The net interest margin in 2018 was 4.27% compared to 4.32% in the prior year. including the amortization of interest • Lower provision for loans losses by $54.6 million driven by the provision related to the estimate of the impact caused by the hurricanes on the Puerto Rico loan portfolios in 2017, for which a downward adjustment was recorded in 2018, and the reserve release related to the allowance for loan losses methodology annual review, discussed in Note 9 to the Consolidated Financial Statements; • Higher non-interest income by $228.8 million mainly due to: income • Higher other service fees by $39.9 million due to higher debit and credit card fees due to higher from higher interchange transactional volumes and the waivers provided as part of the hurricanes relief efforts in 2017; retail auto loan servicing fees received from Wells Fargo; and higher insurance fees; resulting • Higher mortgage banking by $27.4 million due to a favorable variance in the fair value adjustments of mortgage servicing rights; activities • The other-than-temporary impairment charge of $8.3 million recorded during the second quarter of 2017 on senior Puerto Rico Sales Tax bonds Financing Corporation (“COFINA”) POPULAR, INC. 2018 ANNUAL REPORT 23 classified as subsequently sold in the third quarter of 2017; available-for-sale, which were • Favorable variance in adjustments to indemnity reserves of $9.4 million related to loans previously sold with credit recourse at BPPR; • Favorable variance in FDIC loss share (expense) income by $104.8 million driven by the impact of the Termination Agreement with the FDIC discussed in Note 10 to the Consolidated Financial Statements; and resulting from insurance • Higher other operating income by $41.3 million mainly recoveries related to Hurricane Maria of $19.0 million and modification fees received for the successful completion of loss mitigation alternatives of $14.8 million, Partially offset by: • Lower service charges on deposits accounts by $3.3 million driven by lower transactional cash management fees; • Higher operating expenses by $119.3 million, mainly due to: • Higher by personnel $59.3 million, cost including $1.3 million of direct acquisition cost related to the Reliable transaction, mainly due to $19.5 million recognized in connection with the implementation of the voluntary retirement program and the recognition of $21.0 million related to the profit sharing incentive tied to the Corporation’s financial performance; • Higher equipment expense by $6.4 million due to higher software and maintenance expenses; • Unfavorable variance of $48.7 million in professional fees due to legal fees related to the FDIC Termination Agreement, higher advisory services related to regulatory related initiatives and higher expenses related to programming, processing and other technology services; and • Higher business promotions by $7.8 million mainly due to higher customer reward program expense and higher advertising cost; • Higher other operating expenses by $19.0 million resulting from a $19.6 million write-down related to a capitalized software cost of a technology project discontinued by the Corporation during the third quarter of 2018. and construction properties by commercial by $11.5 million; higher $7.8 million and $3.3 million in insurance reimbursement for related hurricane-related claims. gain on sales recoveries to • Unfavorable tax expense variance in income by $48.5 million mainly due the income tax expense of $27.7 million related to the reduction in Puerto Rico corporate income tax rate from 39% to 37.5%, discussed in Note 37 to the Consolidated Financial Statements, and higher taxable income, partially offset by the net benefit related to the Termination Agreement with the FDIC of $63 million, related Tax Closing Agreement, as discussed in Note 10. considering the The Banco Popular de Puerto Rico reportable segment’s net income amounted to $312.4 million for the year ended December 31, 2017, compared with $230.1 million for the year that ended December 31, 2016. The principal contributed to the variance in the financial results included the following: factors • Higher net interest income by $55.1 million impacted by higher interest income on money market investments by $34.2 million due to an increase in volume of funds available to invest, mainly related to an increase in Puerto Rico government deposits, and to recent increases in interest rates. Also, higher interest income on investment securities by $34.7 million driven by higher volumes of mortgage-backed securities and U.S. Treasury securities. These variances were partially offset by lower interest income on loans by $12.6 million driven by normal portfolio run-off of WB loans, lower average balances of mortgage portfolio due to lower lending activity and waiver of late payments fees; offset by improved yields from commercial and construction portfolio driven by the effect on the variable portfolio of the abovementioned rise in rates. The net interest margin in 2017 was 4.32% compared to 4.61% in the prior year. The reduction in margin is driven by earning asset allocation; • Higher provision for loans losses by $98.2 million driven by the provision related to the estimate of the impact caused by the hurricanes on the Puerto Rico loan portfolios, higher net charge-offs, mainly in consumer and mortgage portfolios, and the impact of adjusting cash flows the aforementioned payment moratorium. These unfavorable variances were partially offset by a decrease related to the allowance for loan losses methodology annual review; portfolio covered reflect the to of • Higher non-interest income by $120.8 million mainly due Partially offset by: to: • Lower OREO expense by $23.7 million due to lower write-downs on valuation of mortgage, • Favorable variance in FDIC loss share (expense) income by $197.7 million driven by the impact of 24 POPULAR, INC. 2018 ANNUAL REPORT arbitration award charges of $136.2 million recorded in prior year and by lower fair value adjustment to the true-up payment obligation, which were mainly impacted by changes in the discount rate; Partially offset by: • Higher net occupancy expense by $3.2 million mostly driven by higher energy costs and higher repairs and maintenance expense associated with hurricanes impact; Partially offset by: • Lower service charges on deposits accounts by $7.5 million driven by lower transactional cash management fees primarily related to the effects of Hurricane Maria; • Lower other service fees by $17.6 million mostly due to lower insurance fees resulting from lower contingency commissions of $7.5 million, lower debit card fees driven by lower volume of transactions, and lower credit card fees due to waivers provided as part of the hurricanes relief efforts; • Lower income from mortgage banking activities by $31.1 million driven by a higher unfavorable fair value adjustment on MSRs, lower mortgage from fees, servicing securitization transactions; and lower net gains • Unfavorable variance in gain (loss) on sale and valuation adjustment on investment securities of $8.0 million principally resulting from other- than-temporary impairment losses on senior Puerto Rico Sales Tax Financing Corporation (COFINA) bonds; • Lower net gain on sale of loans by $8.7 million mainly due to the gain on the sale of a non-accrual public sector loan during 2016; and • Unfavorable variance in expense to indemnity reserves of $3.4 million driven by higher credit recourse reserve, including the estimated impact of the Hurricane Maria; • Lower operating expenses by $1.9 million, mainly due to: • Lower personnel cost by $3.4 million mostly driven by lower commissions expense; • Favorable variance $29.9 million in of professional fees due to lower legal fees related to the FDIC arbitration proceedings resolved in 2016, to programming, processing and other technology services; and expenses related lower and • Lower amortization of intangibles by $6.7 million mainly due to the impact in 2016 results of the core deposits intangible fully amortized and goodwill impairment charge; due • An increase of $2.9 million in business promotions sponsorship, to promotions and donations related to disaster relief activities and communications in response to the hurricanes, and higher credit cards reward expenses; higher • Unfavorable variance of $3.1 million in FDIC deposit insurance due to asset growth; • Higher OREO expense by $3.1 million due to higher write-downs on commercial and mortgage properties and higher mortgage properties expenses; partially offset by a favorable variance in net gains on sale of foreclosed asset; and • Increase of $24.8 million in other operating expenses driven by a write-down of $7.6 million related to capitalized software cost charged-off on a discontinued project, higher sundry losses by $6.5 million due to higher operational and mortgage servicing losses, and $5.0 million of other costs related to Hurricanes Irma and Maria, including a premises and equipment write-down of $3.6 million; • Favorable variance in income tax expense by $2.9 million mainly due to a lesser amount of reversal of reserves for uncertain tax positions than in previous year. Popular U.S. For the year ended December 31, 2018, the reportable segment of Popular U.S. reported net income of $77.5 million, compared with a net the year ended December 31, 2017. The principal factors that contributed to the variance in the financial results included the following: loss of $147.6 million for • Higher net interest income by $23.6 million mainly due to income from loans by $44.9 million higher interest principally driven higher volume from commercial and construction loans, partially offset by lower higher by $18.7 million driven by higher volume and cost of money market deposits and time deposits. The Popular U.S. reportable segment’s net interest margin was 3.54% for 2018 compared with 3.51% for the same period in 2017; from deposits and yields expense interest • Favorable variance in the provision for loan losses by $48.1 million driven by lower reserves for the U.S. taxi medallion purchased credit impaired portfolio; POPULAR, INC. 2018 ANNUAL REPORT 25 • Non-interest income of $20.0 million was relatively flat when compared to the previous year’s results; • Higher operating expenses by $12.6 million driven by higher personnel costs by $7.2 million mainly due to higher salaries and commissions and $2.9 million related to the profit-sharing incentive tied to the Corporation’s financial performance and higher other operating expenses by $3.9 million mainly due to higher reserves for contingencies; and • Income taxes favorable variance of $166.5 million mainly driven by the partial write-down of $168.4 million recorded in 2017 of the deferred tax asset due to the impact of the Tax Cuts and Jobs Act, which reduced the maximum federal Corporate tax rate. For the year ended December 31, 2017, the reportable segment of Popular U.S. reported net loss of $147.6 million, compared with a net income of $47.3 million for the year ended December 31, 2016. The principal factors that contributed to the variance in the financial results included the following: • Higher net interest income by $22.5 million mainly due to higher interest income from loans by $30.5 million principally driven by higher volume from commercial and higher volume and yield from construction loans, and higher interest income from investment securities by $4.6 million due to higher average balances and yield. These favorable variances were partially offset by lower yields from commercial loans and higher interest expense from deposits by $12.4 million driven by higher volume and cost of money market deposits and time deposits. The Popular U.S. reportable segment’s net interest margin was 3.51% for 2017 compared with 3.64% for the same period in 2016; • Unfavorable variance in the provision for loan losses by $62.7 million driven by portfolio growth, higher net charge-offs and higher reserves for the U.S. taxi medallion purchased credit impaired portfolio; • Lower non-interest income by $1.2 million mostly due to the reversal of a loan indemnification reserve recorded in 2016; • Lower operating expenses by $2.7 million driven by a decrease in other operating expenses by $3.5 million due to lower operational losses, and lower OREO expense by $1.6 million due lower commercial properties expenses, including the impact of insurance reimbursements of $1.0 million. These favorable variances were partially offset by higher business promotion by $2.8 million driven including advertising, promotions and direct mailing due to new initiatives; and higher marketing expenses, by 26 POPULAR, INC. 2018 ANNUAL REPORT • Income taxes unfavorable variance of $155.0 million mainly driven by the partial write-down of the deferred tax asset because of the impact of the Tax Cuts and Jobs Act. The Act reduces the maximum federal Corporate tax rate, thus resulting in lower realizable benefit at lower taxable rates. total assets were STATEMENT OF FINANCIAL CONDITION ANALYSIS Assets The Corporation’s billion at December 31, 2018, compared to $44.3 billion at December 31, 2017. Refer to the Corporation’s Consolidated Statements of Financial Condition at December 31, 2018 and 2017 included in this 2018 Annual Report. Also, refer to the Statistical Summary 2014-2018 in this MD&A for Condensed Statements of Financial Condition for the past five years. $47.6 Money market, trading and investment securities Money market investments totaled $4.2 billion at December 31, 2018 compared to $5.3 billion at December 31, 2017. The decrease was mainly due to the repayment of the 2019 Notes and the cash consideration of $1.8 billion paid in connection with the Reliable Transaction, partially offset by an increase in deposits. Debt and held-to-maturity amounted to $13.4 billion at December 31, 2018, compared to $10.2 billion at 2017. The increase of $3.2 billion was mainly at BPPR due to purchases of U.S. Treasury securities, partially offset by maturities and calls of U.S. agencies and pay-downs of mortgage-backed collateralized mortgage obligations. Notes 6 and 7 to the Consolidated Financial Statements provide additional information with respect to the Corporation’s debt securities AFS and HTM. available-for-sale securities securities and Loans Refer to Table 6 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 $1.7 billion to $26.5 billion at December 31, 2018 due to $1.8 billion in retail auto and commercial loans recognized as part of the Reliable Transaction and growth in commercial loans at PB by $0.4 billion, partially offset by a reduction of $0.7 billion in mortgage loans rebooked at BPPR which are subject to the GNMA repurchase option, discussed in Note 8, and the regular portfolio amortization. The loans held-for-sale decreased by $81 million from December 31, 2017 due to a higher volume of securitization activity of mortgage loans held-for-sale at BPPR. Table 6 - Loans Ending Balances (in thousands) Loans not covered under FDIC loss sharing agreements: Commercial Construction Legacy [1] Lease financing Mortgage Consumer 2018 2017 At December 31, 2016 2015 2014 $12,043,019 779,449 25,949 934,773 7,235,258 5,489,441 $11,488,861 880,029 32,980 809,990 7,270,407 3,810,527 $10,798,507 776,300 45,293 702,893 6,696,361 3,754,393 $10,099,163 681,106 64,436 627,650 7,036,081 3,837,679 $ 8,134,267 251,820 80,818 564,389 6,502,886 3,870,271 Total non-covered loans held-in-portfolio 26,507,889 24,292,794 22,773,747 22,346,115 19,404,451 Loans covered under FDIC loss sharing agreements: Commercial Construction Mortgage Consumer Loans covered under FDIC loss sharing agreements – – – – – – – 502,930 14,344 517,274 – – 556,570 16,308 572,878 – – 627,102 19,013 646,115 1,614,781 70,336 822,986 34,559 2,542,662 Total loans held-in-portfolio 26,507,889 24,810,068 23,346,625 22,992,230 21,947,113 Loans held-for-sale: Commercial Construction Legacy [1] Mortgage Consumer Total loans held-for-sale Total loans – – – 51,422 – 51,422 – – – 132,395 – 132,395 – – – 88,821 – 88,821 45,074 95 – 91,831 – 137,000 309 – 319 100,166 5,310 106,104 $26,559,311 $24,942,463 $23,435,446 $23,129,230 $22,053,217 [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. reportable segment. FDIC loss share asset The FDIC loss share asset of $45 million was eliminated as a result of the Termination Agreement with the FDIC. Refer to Note 10 to the Consolidated Financial Statements for additional information on the Termination Agreement. Other real estate owned Other real estate owned (“OREO”) represents real estate property received in satisfaction of debt. At December 31, 2018, OREO decreased to $137 million from $189 million at December 31, 2017 mainly due to a decrease in residential properties at BPPR. Refer to Note 14 to the Consolidated Financial Statements for the activity in other real estate owned. Accrued income receivable Accrued income receivable decreased by $48 million principally in consumer and mortgage loans due to collections and capitalizations of interest deferred as part of hurricane relief loan modification programs. by the impacted mortgage loan claims of $104.2 million as a result of the lower inflows foreclosure moratorium on FHA-insured mortgages and resolution of claims. Refer to Note 15 for a breakdown of the principal categories that comprise the caption of “Other Assets” in the Consolidated Statements of Financial Condition at December 31, 2018 and 2017. Goodwill Goodwill increased by $44 million due to the goodwill recognized, net of purchase accounting adjustments, as a result of the Reliable Transaction. Liabilities The Corporation’s liabilities were $42.2 billion at December 31, 2018, compared to $39.2 billion at December 31, 2017. Refer to the Corporation’s Consolidated Statements of Financial Condition included in this Form 10-K. total Other assets Other assets decreased by $277 million due mostly to a decrease in prepaid taxes of $135.0 million and a decline in Deposits and Borrowings The composition of the Corporation’s financing to total assets at December 31, 2018 and 2017 is included in Table 7. POPULAR, INC. 2018 ANNUAL REPORT 27 Table 7 - Financing to Total Assets (In millions) Non-interest bearing deposits Interest-bearing core deposits Other interest-bearing deposits Repurchase agreements Other short-term borrowings Notes payable Other liabilities Stockholders’ equity N.M. – Not meaningful. Deposits The Corporation’s at December 31, 2018, compared to $35.5 billion at December 31, 2017. The deposits increase of $4.2 billion was mainly due to deposits totaled billion $39.7 Table 8 - Deposits Ending Balances (In thousands) Demand deposits [1] Savings, NOW and money market deposits (non-brokered) Savings, NOW and money market deposits (brokered) Time deposits (non-brokered) Time deposits (brokered CDs) Total deposits [1] Includes interest and non-interest bearing demand deposits. December 31, December 31, % increase (decrease) % of total assets 2017 from 2017 to 2018 2017 2018 2018 $ 9,149 25,714 4,847 282 – 1,256 922 5,435 $ 8,491 22,394 4,569 391 96 1,536 1,696 5,104 7.7% 14.8 6.1 (27.9) N.M. (18.2) (45.6) 6.5 19.2% 19.2% 54.0 10.2 0.6 – 2.7 1.9 11.4 50.6 10.3 0.9 0.2 3.5 3.8 11.5 an increase of $2.5 billion in Puerto Rico public sector deposits and an increase of $1.1 billion in private demand deposits at BPPR. Refer to Table 8 for a breakdown of the Corporation’s deposits at December 31, 2018 and 2017. 2018 2017 2016 2015 2014 $16,077,023 15,616,247 400,004 7,500,544 116,221 $12,460,081 15,054,242 424,307 7,411,140 103,738 $ 9,053,897 13,327,298 405,487 7,486,717 222,825 $ 7,221,238 11,440,693 382,424 7,274,157 891,211 $ 6,606,060 10,320,782 406,248 5,960,401 1,514,044 $39,710,039 $35,453,508 $30,496,224 $27,209,723 $24,807,535 Borrowings The Corporation’s borrowings amounted to $1.5 billion at December 31, 2018, a decrease of $0.5 billion when compared to December 31, 2017, mainly due to the redemption on October 15, 2018 of the 2019 Notes. Refer to Note 19 to the Consolidated Financial Statements for detailed information on the Corporation’s borrowings. Also, refer to the Off-Balance Sheet Arrangements and Other Commitments section in this MD&A for additional information on the Corporation’s contractual obligations. Other liabilities The Corporation’s other liabilities amounted to $0.9 billion at December 31, 2018, a decrease of $0.8 billion when compared to December 31, 2017, due to a decrease in the liability for rebooked GNMA loans sold with an option to repurchase of $0.7 billion and the elimination of the true-up payment obligation with the FDIC of $0.2 billion as a result of the Termination Agreement with the FDIC. Stockholders’ Equity Stockholders’ equity totaled $5.4 billion at December 31, 2018, compared to $5.1 billion at December 31, 2017. The increase was mainly due to net income of $618.2 million for the year ended December 31, 2018 and a cumulative effect of accounting change of $1.9 million, partially offset by the recognition of $125 million in treasury stock as part of the accelerated share repurchase transaction, higher unrealized losses on debt securities available-for-sale by $71.6 million, declared dividends of $101.3 million on common stock and $3.7 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. Also, refer to Note 23 for a detail of accumulated other comprehensive loss, an integral component of stockholders’ equity. REGULATORY CAPITAL The Corporation and its bank subsidiaries are subject to capital adequacy standards established by the Federal Reserve. The current risk-based capital standards applicable to Popular, Inc. and the Banks, BPPR and PB, are based on the final capital framework of Basel III. The capital rules of Basel III which became effective on January 1, 2015, established a “Common Equity Tier 1” (“CET1”) capital measure and specified that 28 POPULAR, INC. 2018 ANNUAL REPORT the risk-based capital Tier 1 capital consist of CET1 and “Additional Tier 1 Capital” instruments meeting specified requirements. Prior to January 1, 2015, standards applicable to the Corporation and the Banks were based on Basel I. Table 9 presents the Corporation’s capital adequacy information for the the regulatory guidance years 2014 through 2018 under Table 9 - Capital Adequacy Data statements presents applicable during those years. Note 22 to the consolidated information on the financial Corporation’s regulatory capital requirements, including the regulatory capital ratios of its depository institutions, BPPR and PB. The Corporation continues to exceed the well-capitalized guidelines under the federal banking regulations. further (Dollars in thousands) Risk-based capital: Common Equity Tier 1 capital Tier 1 capital Supplementary (Tier 2) capital Total capital Total risk-weighted assets Adjusted average quarterly assets Ratios: Common Equity Tier 1 capital Tier 1 capital Total capital Leverage ratio Average equity to assets Average tangible equity to assets Average equity to loans 2018 2017 At December 31, 2016 2015 2014 $ 4,631,511 $ 4,226,519 $ 4,121,208 $ 4,049,576 (A) $ 4,631,511 722,688 $ 4,226,519 758,746 $ 4,121,208 748,007 $ 4,049,576 642,833 $ 3,849,891 272,347 $ 5,354,199 $ 4,985,265 $ 4,869,215 $ 4,692,409 $ 4,122,238 $27,403,718 $25,935,696 $25,001,334 $24,987,144 $21,233,902 $46,876,424 $42,185,805 $37,785,070 $34,253,625 $32,250,173 16.90% 16.90 19.54 9.88 11.67 10.37 21.72 16.30% 16.30 19.22 10.02 12.91 11.48 22.73 16.48% 16.48 19.48 10.91 14.03 12.45 22.89 16.21% 16.21 18.78 11.82 13.37 11.95 20.42 (A) 18.13% 19.41 11.94 12.95 11.45 19.17 (A) Common equity tier 1 capital measured was introduced by the Basel III Capital Rules which became effective on January 1, 2015. Common equity tier 1 capital is not applicable under the previous Basel 1 capital rules that were applicable in the previous years. The increase in the CET1 capital ratio, Tier 1 capital ratio and total capital ratio on December 31, 2018 compared to December 31, 2017 was mostly due to the year’s earnings, partially offset by the accelerated common stock repurchase of $125 million and the increase in risk weighted assets driven by the increase in auto loans from the Reliable acquisition. The decrease in leverage ratio compared to 2017 was mainly due to higher average total assets driven by increases in investments in debt securities and the aforementioned increase in auto loans. An institution is considered “well-capitalized” if it maintains a total capital ratio of 10%, a Tier 1 capital ratio of 8%, a CET1 ratio of 6.5% and a leverage ratio of 5%. The capital Corporation’s ratios presented in Table 9 show that the Corporation was “well capitalized” for regulatory purposes, the highest classification, under Basel III for years 2015 through 2018 and under Basel I for prior years. BPPR and PB were also well-capitalized for all years presented. The Basel III Capital Rules also introduce a new 2.5% “capital conservation buffer”, composed entirely of CET1, on top of the three minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. As of January 1, 2019, Popular, BPPR and PB are required to maintain an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. POPULAR, INC. 2018 ANNUAL REPORT 29 Table 10 reconciles the Corporation’s total common stockholders’ equity to common equity Tier 1 capital. Table 11 - Reconciliation Tangible Common Equity and Assets Table 10 - Reconciliation Common Equity Tier 1 Capital (In thousands) At December 31, 2017 2018 Common stockholders’ equity $5,384,897 $5,053,745 AOCI related adjustments due to opt-out election Goodwill, net of associated deferred 378,038 307,619 (In thousands, except share or per share information) Total stockholders’ equity Less: Preferred stock Less: Goodwill Less: Other intangibles At December 31, 2018 2017 $ 5,435,057 (50,160) (671,122) (26,833) $ 5,103,905 (50,160) (627,294) (35,672) Total tangible common equity $ 4,686,942 $ 4,390,779 tax liability (DTL) (596,695) (561,604) Intangible assets, net of associated DTLs Deferred tax assets and other deductions (26,833) (28,538) (507,896) (544,703) Total assets Less: Goodwill Less: Other intangibles Total tangible assets $47,604,577 (671,122) (26,833) $ 44,277,337 (627,294) (35,672) $46,906,622 $ 43,614,371 9.99% 10.07% Tangible common equity to tangible assets at end of period Common shares outstanding at end of period 99,942,845 102,068,981 Tangible book value per common share $ 46.90 $ 43.02 the financial needs of 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 customers. These commitments may include loan commitments and standby letters of credit. These commitments are subject to the same credit policies and approval process used for on-balance sheet instruments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the statement of financial position. Other types of off-balance sheet arrangements that the Corporation enters in the ordinary course of business include derivatives, operating indemnifications, and leases and provision of guarantees, representation and warranties. Refer to Note 24 for a detailed discussion related to the Corporation’s obligations under credit recourse and representation and warranties arrangements. its Contractual Obligations and Commercial Commitments The Corporation has various financial obligations, including contractual obligations and commercial commitments, which require future cash payments on debt and lease agreements. Also, in the normal course of business, the Corporation enters into contractual arrangements whereby it commits to future purchases of products or from third parties. Obligations that are legally binding agreements, whereby the Corporation agrees to purchase products or services with a services Common equity tier 1 capital $4,631,511 $4,226,519 Common equity tier 1 capital to risk- weighted assets 16.90% 16.30% Non-GAAP financial measures The tangible common equity ratio 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, 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 generally accepted accounting principles in the United States of America (“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. typically stemming from the use of Table 11 provides a reconciliation of total stockholders’ equity to tangible common equity and total assets to tangible assets at December 31, 2018 and 2017. 30 POPULAR, INC. 2018 ANNUAL REPORT specific minimum quantity defined at a fixed, minimum or variable price over a specified period of time, are defined as purchase obligations. Purchase obligations legal and binding include major contractual obligations outstanding at the end of 2018, primarily for services, equipment and real estate construction projects. Services include software licensing and maintenance, facilities maintenance, supplies purchasing, and other goods or services used in the operation of the business. Generally, these contracts are renewable or cancelable at least annually, although in some cases the Corporation has committed to contracts that may extend for several years to secure favorable pricing concessions. As previously indicated, the Corporation also enters into derivative contracts under which it is required either to receive Table 12 - Contractual Obligations or pay cash, depending on changes in interest rates. These fair value on the consolidated contracts are carried at statements of value condition with the financial 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. fair At December 31, 2018, the aggregate contractual cash obligations, including purchase obligations and borrowings, by maturities, are presented in Table 12. (In thousands) Certificates of deposits Federal funds purchased and repurchase agreements Other short-term borrowings Long-term debt Purchase obligations Annual rental commitments under operating leases Capital leases Less than 1 year $4,191,832 281,529 42 210,073 190,364 33,347 1,690 Payments Due by Period 3 to 5 years 1 to 3 years After 5 years $2,294,839 – – 160,264 97,250 56,409 3,967 $1,069,076 – – 400,448 34,569 44,427 4,851 $ 61,017 – – 464,905 2,270 77,899 9,904 Total $7,616,764 281,529 42 1,235,690 324,453 212,082 20,412 Total contractual cash obligations $4,908,877 $2,612,729 $1,553,371 $615,995 $9,690,972 Under the Corporation’s repurchase agreements, Popular is required to deposit cash or qualifying securities to meet margin the value of securities requirements. To the extent previously pledged as collateral declines because of changes in interest rates, the Corporation will be required to deposit additional cash or securities to meet its margin requirements, thereby adversely affecting its liquidity. that At December 31, 2018, the Corporation’s liability on its pension, restoration and postretirement benefit plans amounted to approximately $222 million, compared with $220 million at December 31, 2017. The Corporation’s expected contributions to the pension and benefit restoration plans are minimal, while the expected contributions to the postretirement benefit plan to fund current benefit payment requirements are estimated at $6.5 million for 2019. Obligations to these plans are based on current and projected obligations of the plans, performance of the plan assets, if applicable, and any participant contributions. Refer to Note 31 to the consolidated financial statements for further information on these plans. Management believes that the effect of the pension and postretirement plans on liquidity is not financial condition. The BPPR’s non-contributory defined pension and benefit restoration plans are frozen with regards to all future benefit accruals. to the Corporation’s overall significant At December 31, 2018, the liability for uncertain tax positions was $7.2 million, compared with $7.3 million as of the end of 2017. This liability represents an estimate of tax positions that the Corporation has taken in its tax returns which may ultimately not be sustained upon examination by the tax authorities. The ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty. Under the statute of limitations, the liability for uncertain tax positions expires as follows: 2019 - $1.1 million, 2020 - $1.5 million, 2021 - $1.1 million, 2022 - $1.1 million and 2023 - $1.1 million. Additionally, $1.4 million is not subject to the statute of limitations. As a result of examinations, the Corporation anticipates a reduction in the total amount of unrecognized tax benefits within the next 12 months, which including could amount interests. to approximately $4.7 million, The Corporation also utilizes lending-related financial instruments in the normal course of business to accommodate its customers. The Corporation’s the financial needs of 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 POPULAR, INC. 2018 ANNUAL REPORT 31 commitments in making those policies and conditional obligations as it does in extending loans to customers. Since many of the commitments expire without being drawn upon or a default occurring, the total contractual amounts are not representative of credit the Corporation’s exposure or liquidity requirements for these commitments. future actual The following table presents the contractual amounts related lending and other to the Corporation’s off-balance sheet activities at December 31, 2018: Table 13 - Off-Balance Sheet Lending and Other Activities (In thousands) Commitments to extend credit Commercial letters of credit Standby letters of credit Commitments to originate or fund mortgage loans 2019 $6,907,211 2,695 26,084 18,529 Total $6,954,519 $383,645 Amount of commitment - Expiration Period Years 2024 - Years 2022 - Years 2020 - thereafter 2023 2021 $379,150 – 395 4,100 $146,391 – – – $146,391 $41,609 – – – $41,609 Total $7,474,361 2,695 26,479 22,629 $7,526,164 Refer to Note 25 to the Consolidated Financial Statements and information on credit commitments additional for contingencies. 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 in the debt the assets subject securities portfolio to market valuation risk are securities 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 $13.3 billion as of December 31, 2018. Other assets subject to market risk include loans held-for-sale, which amounted to $51 million, mortgage servicing rights (“MSRs”) which amounted to $170 million and securities classified as “trading”, which amounted to $38 million, as of December 31, 2018. Management believes that market risk is currently not a material source of risk at the Corporation. Interest Rate Risk (“IRR”) The Corporation’s net interest income is subject to various categories of interest rate risk, including repricing, basis, yield curve and option risks. 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. In managing interest Interest rate risk management is an active process that encompasses monitoring loan and deposit flows complemented by investment and funding activities. Effective management of 32 POPULAR, INC. 2018 ANNUAL REPORT 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 and policy constraints. expectations 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 simulation the evaluation of modeling is prepared for a five-year period, which in conjunction with the EVE analysis, provides management a better view of long-term IRR. the Corporation’s IRR. NII Net interest income simulation analysis performed by legal entity and on a consolidated basis is a tool used by the Corporation in estimating the potential change in net interest income resulting from hypothetical changes in interest rates. Sensitivity analysis is calculated using a simulation model which incorporates actual balance sheet figures detailed by maturity and interest yields or costs. Management assesses interest rate risk by comparing various NII simulations under different interest rate scenarios that differ in direction of interest rate changes, the degree of change and the projected shape of the yield curve. For example, the types of rate scenarios processed during the quarter include flat rates, implied forwards, parallel and non-parallel rate shocks. Management also performs analyses to isolate and measure basis and prepayment risk exposures. The asset and liability management group performs validation procedures on various assumptions used as part of the simulation analyses as well as validations of results on a monthly basis. In addition, the model and processes used to assess IRR are subject to independent validations according to the guidelines established in the Model Governance and Validation policy. The Corporation processes NII simulations under interest rate scenarios in which the yield curve is assumed to rise and decline by the same amount (parallel shifts). The rate scenarios considered in these market risk simulations reflect parallel changes of -200, +200 and +400 basis points during the succeeding twelve-month period. Simulation analyses are based including relative levels of market on many assumptions, interest rates across all yield curve points and indexes, interest rate spreads, loan prepayments and deposit elasticity. Thus, the estimates do not contemplate actions they should not be relied upon as indicative of actual results. that Further, 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 December 31, 2018 and December 31, 2017, assuming a static balance sheet and parallel changes over flat spot rates over a one-year time horizon: Table 14 - Net Interest Income Sensitivity (One Year Projection) (Dollars in thousands) Change in interest rate +400 basis points +200 basis points -200 basis points December 31, 2018 December 31, 2017 Amount Change Percent Change Amount Change Percent Change $ 151,871 76,479 (145,819) 8.12% 4.09 (7.80) $ 227,970 114,943 (176,095) 14.26% 7.19 (11.01) The results of the NII simulations at December 31, 2017 in the table above have been adjusted from those reported in the Corporation’s Form 10-K to align the assumptions used with respect to interest rates on non-maturity public funds deposits to contractual terms of their related depository agreements. Previously, in the Corporation’s Form 10-K the assumptions with respect to such deposits had been based on the historical behavior of commercial and public deposits in the aggregate and did not consider the fact that contracts governing such non-maturity public deposits contained provisions that require BPPR, in certain circumstances, to make adjustments to the interest rate payable on such deposits based upon changes in market interest rates. Although as a result of such adjustment the magnitude of the Corporation’s sensitivity to increases in interest the Corporation remained in an asset sensitive position due mainly to, among other reasons: (i) a high level of money market investments that are highly sensitive to changes in interest rates, (ii) approximately 34% of the Corporation’s loan portfolio was comprised of Prime and Libor-based loans at December 31, rates became lower at December 31, 2017, 2017 and (iii) low elasticity of the Corporation’s core deposit base. At December 31, 2018, the simulations showed that the Corporation maintains an asset-sensitive position. The overall decrease in sensitivity from December 31, 2017 in the -200, +200 and +400 scenarios is mainly driven by a larger net interest income base due to increases in consumer loans, commercial loans and investment securities and a reduction in money market investments. These effects were partially offset by increases in interest bearing non-maturity deposits, including more elastic public sector deposits, which are more sensitive to increases in market rates. 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 collateralized mortgage mortgage-backed obligations, lower prepayments could extend) the weighted average life of these portfolios. securities since prepayments could shorten (or and POPULAR, INC. 2018 ANNUAL REPORT 33 Table 15 - Interest Rate Sensitivity (Dollars in thousands) 0-30 days After three months but within six months Within 31 - 90 days At December 31, 2018 By repricing dates After nine months but within one year After one year but within two years After six months but within nine months After two years Non-interest bearing funds Total Assets: Money market investments Investment and trading securities Loans Other assets Total Liabilities and stockholders’ equity: Savings, NOW and money market and other interest bearing demand deposits Certificates of deposit Federal funds purchased and assets sold under agreements to repurchase Notes payable Non-interest bearing deposits Other non-interest bearing liabilities Stockholders’ equity $ 4,169,404 $ 1,500 $ – $ 144 $ – $ – $ – $ – $ 4,171,048 871,904 5,582,776 – 1,541,230 1,963,301 – 1,207,502 1,220,606 – 542,503 1,063,790 – 492,475 1,053,278 – 2,002,149 6,902,989 3,557,240 12,118,320 – – 34,378 13,595,130 – 26,559,311 3,279,088 3,279,088 10,624,084 3,506,031 2,428,108 1,606,437 1,545,753 5,559,389 19,021,309 3,313,466 47,604,577 9,341,212 1,808,839 624,128 544,622 868,546 758,033 794,291 647,626 727,236 606,648 2,355,086 1,528,971 8,233,740 1,722,025 – 22,944,239 7,616,764 – 156,077 44,001 85,429 29,724 40,023 40,000 – 45,000 – 51,348 – 140,225 – 905,846 – – 281,529 1,256,144 – – – – – – – – – – – – – – – – – – – – – 9,149,036 9,149,036 921,808 5,435,057 921,808 5,435,057 Total $11,350,129 $1,283,903 $1,706,602 $1,486,917 $1,385,232 $4,024,282 $10,861,611 $ 15,505,901 $47,604,577 Interest rate sensitive gap Cumulative interest rate (726,045) 2,222,128 721,506 119,520 160,521 1,535,107 8,159,698 (12,192,435) sensitive gap (726,045) 1,496,083 2,217,589 2,337,109 2,497,630 4,032,737 12,192,435 Cumulative interest rate sensitive gap to earning assets (1.64)% 3.38% 5.01% 5.28% 5.64% 9.11% 27.53% – – – – – 34 POPULAR, INC. 2018 ANNUAL REPORT Table 16, which presents the maturity distribution of earning assets, takes into consideration prepayment assumptions. Table 16 - Maturity Distribution of Earning Assets As of December 31, 2018 Maturities After one year through five years Fixed interest rates Variable interest rates After five years Fixed interest rates Variable interest rates – $ 7,150,158 $ – 26,951 – $1,632,716 $ – 22,682 2,914,487 7,716 564,021 2,598,256 2,171,488 8,255,968 $15,406,126 3,059,265 132,424 – 299,371 76,719 3,567,779 $3,594,730 1,337,621 – – 112,175 4,403,878 5,853,674 $7,486,390 1,371,793 6,008 – 731,379 74,214 2,183,394 $2,206,076 One year or less $ 4,171,048 4,607,039 3,385,802 633,301 370,752 1,748,260 560,381 6,698,496 $15,476,583 Total $ 4,171,048 13,439,546 12,068,968 779,449 934,773 5,489,441 7,286,680 26,559,311 $44,169,905 (In thousands) Money market securities Investment and trading securities Loans: Commercial Construction Lease financing Consumer Mortgage Subtotal loans Total earning assets Note: Equity securities available-for-sale and other investment securities, including Federal Reserve Bank stock and Federal Home Loan Bank stock held by the Corporation, are not included in this table. Loans held-for-sale have been allocated according to the expected sale date. trading activities to meet Securities’ Trading The Corporation engages in trading activities in the ordinary its subsidiaries, BPPR and Popular course of business at consist Securities. Popular primarily of market-making activities 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 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. to benefit At December 31, 2018, the Corporation held trading securities with a fair value of $38 million, representing approximately 0.1% of the Corporation’s total assets, compared with $34 million and 0.1%, respectively, at December 31, 2017. As shown in Table 17, the trading portfolio consists principally of mortgage-backed securities which at December 31, 2018 were investment grade securities. As of December 31, 2018, the trading portfolio also included $6 million in U.S. Treasury securities and $0.1 million in Puerto Rico government obligations ($0.3 million and $0.2 million as of December 31, 2017, respectively). Trading instruments are recognized at fair value, with changes resulting from fluctuations in market prices, interest rates or exchange rates reported in current period earnings. The Corporation recognized a net trading account loss of $208 thousand for the year ended December 31, 2018 and a net trading account loss of $817 thousand for the year ended December 31, 2017. POPULAR, INC. 2018 ANNUAL REPORT 35 Table 17 - Trading Portfolio (Dollars in thousands) Mortgage-backed securities U.S. Treasury securities Collateralized mortgage obligations Puerto Rico government obligations Interest-only strips Other [2] Total [1] Not on a taxable equivalent basis. [2] Includes trading derivatives at December 31, 2017. The Corporation’s trading activities are limited by internal policies. For each of the two subsidiaries, the market risk assumed under trading activities is measured by the 5-day net value-at-risk (“VAR”), with a confidence level of 99%. The VAR measures the maximum estimated loss that may occur over a 5-day holding period, given a 99% probability. are numerous The Corporation’s trading portfolio had a 5-day VAR of approximately $0.2 million for the last week in December 31, 2018. There 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. assumptions 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. Derivatives Derivatives may be used by the Corporation as part of its overall interest rate risk management strategy to minimize significant unexpected fluctuations in earnings and cash flows that are caused by fluctuations in interest rates. Derivative instruments that the Corporation may use include, among others, interest rate swaps, caps, floors, indexed options, and forward contracts. The Corporation does not use highly leveraged derivative instruments rate risk management strategy. The Corporation enters into interest rate swaps, interest rate caps and foreign exchange contracts for the benefit of commercial customers. Credit risk embedded in these transactions is reduced by requiring appropriate collateral from counterparties and entering into netting agreements whenever possible. All outstanding derivatives are recognized in the Corporation’s consolidated statement of condition at their fair value. Refer to Note 27 to the consolidated financial statements for further information on the Corporation’s involvement in derivative instruments and hedging activities. interest in its The Corporation’s derivative activities are entered primarily to offset the impact of market volatility on the economic value 36 POPULAR, INC. 2018 ANNUAL REPORT December 31, 2018 Weighted Average Yield [1] Amount December 31, 2017 Weighted Average Yield [1] Amount $27,257 6,278 659 134 484 2,975 $37,787 5.49% 2.13 5.62 0.26 12.05 3.54 4.85% $29,280 261 529 159 529 3,168 $33,926 5.40% 1.31 5.74 0.28 12.58 2.43 5.18% of assets or liabilities. The net effect on the market value of potential changes in interest rates of derivatives and other financial instruments is analyzed. The effectiveness of these the Corporation is hedges is monitored to ascertain that reducing market risk as expected. Derivative transactions are generally executed with instruments with a high correlation to the hedged asset or liability. The underlying index or the derivatives used by the Corporation is instrument of selected based on its similarity to the asset or liability being hedged. As a result of interest rate fluctuations, fixed and variable interest rate hedged assets and liabilities will appreciate this unrealized or depreciate in fair value. The effect of appreciation or depreciation is expected to be substantially offset by the Corporation’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. Management will assess if circumstances warrant replacing the derivatives position in the liquidating or hypothetical event that high correlation is reduced. Based on the Corporation’s derivative at December 31, 2018, it is not anticipated that such a scenario would have a material impact on the Corporation’s financial condition or results of operations. instruments outstanding Certain derivative contracts also present credit risk and liquidity risk because the counterparties may not comply with the terms of the contract, or the collateral obtained might be illiquid or become so. The Corporation controls credit risk through approvals, limits and monitoring procedures, and through master netting and collateral agreements whenever possible. Further, as the applicable under the terms of Corporation may obtain collateral, where appropriate, to reduce credit risk. The credit risk attributed to the counterparty’s nonperformance risk is incorporated in the fair value of the value derivatives. Additionally, measurements guidance, the fair value of the Corporation’s own credit standing is considered in the fair value of the derivative liabilities. For information on the gain (loss) resulting from the inclusion of the credit risk in the fair value of the derivatives, refer to Note 27 to the consolidated financial statements. the master agreements, required by fair the as the financial The Corporation performs appropriate due diligence and that condition of monitors represent a significant volume of credit exposure. Additionally, the Corporation has exposure limits to prevent any undue funding exposure. counterparties Cash Flow Hedges The Corporation manages the variability of cash payments due to interest rate fluctuations by the effective use of derivatives designated as cash flow hedges and that are linked to specified hedged assets and liabilities. The cash flow hedges relate to forward contracts or TBA mortgage-backed securities that are sold and bought for future settlement to hedge mortgage- backed securities and loans prior to securitization. The seller agrees to deliver on a specified future date a specified instrument at a specified price or yield. These securities are hedging a forecasted transaction and are designated for cash flow hedge accounting. The notional amount of derivatives designated as cash flow hedges at December 31, 2018 amounted to $ 90 million (2017 - $ 99 million). Refer to Note 27 to the consolidated financial statements for information on these derivative quantitative additional contracts. Fair Value Hedges The Corporation did not have any derivatives designated as fair value hedges during the years ended December 31, 2018 and 2017. Trading and Non-Hedging Derivative Activities The Corporation enters into derivative positions based on from price differentials market expectations or to benefit between financial to economically hedge a related asset or liability. The Corporation also enters into various derivatives to provide these types of free-standing derivative derivatives are carried at fair value with changes in fair value recorded as part of the results of operations for the period. and markets mostly customers. These instruments products to Following is a description of the most significant of the Corporation’s derivative activities that are not designated for hedge accounting. Refer to Note 27 to the consolidated financial statements for additional quantitative and qualitative information on these derivative instruments. The Corporation has over-the-counter option contracts which are utilized in order to limit the Corporation’s exposure on customer deposits whose returns are tied to the S&P 500 or to certain other equity securities or commodity indexes. The Corporation offers certificates of deposit with returns linked to these indexes to its retail customers, principally in connection with individual retirement accounts (IRAs), and certificates of deposit. At December 31, 2018, these deposits amounted to $63 million (2017 - $ 66 million), or less than 1% (2017 – less In these than 1%) of the Corporation’s total deposits. the customer’s principal certificates, is guaranteed by the Corporation and insured by the FDIC to the maximum extent permitted by law. The instruments pay a return based on the increase of these indexes, as applicable, during the term of the instrument. Accordingly, this product gives customers the opportunity to invest in a product that protects the principal invested but allows the customer the potential to earn a return based on the performance of the indexes. is indexes applicable The risk of issuing certificates of deposit with returns tied to the economically hedged by the Corporation. Indexed options are purchased from financial institutions with strong credit standings, whose return is designed to match the return payable on the certificates of deposit issued. By hedging the risk in this manner, the effective cost of these deposits is fixed. The contracts have a maturity and an index equal to the terms of the pool of retail deposits that they are economically hedging. The purchased option contracts are initially accounted for at cost (i.e., amount of premium paid) and recorded as a derivative asset. The derivative asset is marked-to-market on a quarterly basis with changes in fair value charged to earnings. The deposits are hybrid instruments containing embedded options that must be bifurcated in accordance with the derivatives and hedging activities guidance. The initial value of the embedded option (component of the deposit contract that pays a return based on changes in the applicable indexes) is bifurcated from the related certificate of deposit and is initially recorded as a derivative liability and a corresponding discount on the certificate of deposit is recorded. Subsequently, the discount on the deposit is accreted and included as part of interest expense while the bifurcated option is marked-to-market with changes in fair value charged to earnings. The purchased indexed options are used to economically hedge the bifurcated embedded option. These option contracts do not qualify for hedge accounting, and therefore, cannot be designated as accounting hedges. At December 31, 2018, the notional indexed options on deposits approximated $ 69 million (2017 - $ 70 million) with a fair value of $ 13 million (asset) (2017 - $ 16 million) while the embedded options had a notional value of $ 63 million (2017 - $ 66 million) with a fair value of $ 11 million (liability) (2017 - $ 14 million). amount of the Refer to Note 27 to the consolidated financial statements for a description of other non-hedging derivative activities utilized by the Corporation during 2018 and 2017. Foreign Exchange The Corporation holds an interest in BHD León in the Dominican Republic, which is an investment accounted for under the equity method. The Corporation’s carrying value of the equity interest in BHD León approximated $144 million at December 31, 2018. This business is conducted in the country’s POPULAR, INC. 2018 ANNUAL REPORT 37 foreign currency. The resulting foreign currency translation adjustment, from operations for which the functional currency is other than the U.S. dollar, is reported in accumulated other comprehensive loss in the consolidated statements of condition, except for highly-inflationary environments in which the effects would be included in the consolidated statements of operations. At December 31, 2018, the Corporation had approximately $50 million in an unfavorable foreign currency translation adjustment as part of accumulated other comprehensive loss, compared with an unfavorable adjustment of $43 million at December 31, 2017 and $40 million at December 31, 2016. Liquidity The objective of effective liquidity management is to ensure that the Corporation has sufficient liquidity to meet all of its financial obligations, finance expected future growth and maintain a reasonable safety margin for cash commitments under both normal and stressed market conditions. The Board is responsible for establishing the Corporation’s tolerance for liquidity risk, including approving relevant risk limits and policies. The Board has delegated the monitoring of these risks to the RMC and the ALCO. The management of liquidity risk, on a long-term and day-to-day basis, is the responsibility of the Corporate Treasury Division. The Corporation’s Corporate Treasurer is responsible for implementing the policies and procedures approved by the Board and for monitoring the Corporation’s liquidity position on an ongoing basis. Also, the Corporate Treasury Division coordinates corporate wide liquidity management and activities with the reportable segments, oversees policy breaches and manages the escalation process. The Financial and Operational Risk the independent Management Division is monitoring and reporting of adherence with established policies. responsible for strategies 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 the banking subsidiaries. liquidity position and that of 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 38 POPULAR, INC. 2018 ANNUAL REPORT the market and customers might react to every event, and are dependent on many assumptions. Deposits, funds for the Corporation, including customer deposits, brokered deposits and public funds deposits, continue to be the most significant source of funding 83% of the Corporation’s total assets at December 31, 2018 and 80% at December 31, 2017. The ratio of total ending loans to deposits was 67% at December 31, 2018, compared to 70% at December 31, 2017. In addition to traditional deposits, the Corporation maintains arrangements, which borrowing amounted to approximately $1.5 billion at December 31, 2018. the Corporation’s borrowings, A detailed description of included in Note 19 to the including their is terms, 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. As previously mentioned, the Corporation executed several actions corresponding to its capital and liquidity strategic plans. These include the redemption by Popular North America of all outstanding 8.327% Capital Securities, Series A issued by BanPonce Trust I, which had an aggregate liquidation amount of $52.9 million; entering into an accelerated share repurchase plan of $125 million; and the issuance of $300 million of 6.125% Senior Notes due 2023, the proceeds of which, along with cash-on-hand, were used to redeem $450 million of 7% to Senior Notes due 2019, on October 15, 2018. Refer additional details of these transactions in the Overview section of this MD&A and to Notes 19, Borrowings, and 21, Stockholder’s Equity, to the accompanying financial statements. 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 41 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 subsidiaries and eliminations” column. the “All other 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 19 to the Consolidated Financial Statements, the Corporation’s borrowing for additional facilities available through its banking subsidiaries. information of of and repayment repurchases, expenses. Also, and operational The principal uses of funds for the banking subsidiaries include loan originations, investment portfolio purchases, loan purchases outstanding obligations (including deposits), advances on certain serviced portfolios, the banking subsidiaries assume liquidity risk related to collateral posting requirements for certain activities mainly in connection with contractual 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. recourse provisions, commitments, 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 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 recognized credit agencies), rating 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. $100,000, 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 8 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 deposits with denominations under $100,000. Core deposits have historically provided the Corporation with a sizable source of relatively stable and low-cost funds. Core deposits totaled $ 34.9 billion, or 88% of total deposits, at December 31, 2018, compared with $30.9 billion, or 87% of total deposits, at December 31, 2017. Core deposits financed 79% of the Corporation’s earning assets at December 31, 2018, compared with 76% at December 31, 2017. excluding brokered The distribution by maturity of certificates of deposits with denominations of $100,000 and over at December 31, 2018 is presented in the table that follows: Table 18 - Distribution by Maturity of Certificate of Deposits of $100,000 and Over (In thousands) 3 months or less 3 to 6 months 6 to 12 months Over 12 months Total $1,840,954 302,497 731,886 1,481,097 $4,356,434 Average deposits, including brokered deposits, for the year ended December 31, 2018 represented 89% of average earning assets, compared with 88% and 86% for the years ended December 31, 2017 and 2016, respectively. Table 19 summarizes average deposits for the past five years. Table 19 - Average Total Deposits (In thousands) 2018 For the years ended December 31, 2015 2016 2017 2014 Non-interest bearing demand deposits $ 8,790,314 $ 7,338,455 $ 6,607,639 $ 6,146,504 $ 5,533,649 Savings accounts 9,621,162 8,268,969 7,528,057 7,027,238 6,733,195 NOW, money market and other interest bearing demand accounts 12,516,921 9,958,772 7,024,810 5,446,933 4,824,402 Certificates of deposit: Under $100,000 $100,000 and over Certificates of deposit Other time deposits Total interest bearing deposits Total average deposits 1,924,723 4,371,151 6,295,874 1,263,150 2,455,073 4,127,668 6,582,741 1,033,585 2,525,448 4,240,008 6,765,456 1,140,048 3,537,307 3,755,412 7,292,719 865,189 3,708,622 3,107,735 6,816,357 739,752 29,697,107 25,844,067 22,458,371 20,632,079 19,113,706 $38,487,421 $33,182,522 $29,066,010 $26,778,583 $24,647,355 POPULAR, INC. 2018 ANNUAL REPORT 39 The Corporation had $ 0.5 billion in brokered deposits at December 31, 2018 and December 31, 2017, 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 December 31, 2018, management believes that the banking subsidiaries had sufficient current and projected liquidity sources to meet their anticipated cash flow obligations, as well as special needs and off-balance sheet commitments, in the ordinary course of business and have sufficient liquidity resources to address a stress event. Although the banking subsidiaries have historically been able to replace maturing deposits and advances, no assurance can be given that they would be able to replace those funds in the future if the Corporation’s financial condition or general market conditions were to deteriorate. The Corporation’s financial flexibility will be severely constrained if its banking subsidiaries are unable to maintain access to funding or if adequate financing is not available to accommodate future financing needs at acceptable interest rates. The banking subsidiaries also are required to to meet margin cash or qualifying deposit requirements. To the extent 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 is adversely affecting its liquidity. Finally, 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. securities that if management sources of funding for Bank Holding Companies The principal the bank holding companies (the “BHC’s”), which are Popular, Inc. (holding company only) (“PIHC”) and PNA, include cash on hand, investment securities, dividends received from banking and to regulatory limits and non-banking subsidiaries (subject facilities available from sales, credit authorizations) asset affiliate banking subsidiaries and proceeds from potential securities offerings. 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 the non-banking subsidiaries, however, the cash needs of 40 POPULAR, INC. 2018 ANNUAL REPORT 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 $679 million at December 31, 2018, compared with $886 million at December 31, 2017. The decrease is related to the redemption of Senior Notes, as mentioned above. The contractual maturities of the BHC’s notes payable at December 31, 2018 are presented in Table 20. Table 20 - Distribution of BHC’s Notes Payable by Contractual Maturity Year 2023 Later years Total (In thousands) $294,039 384,875 $678,914 The BHCs liquidity position continues to be adequate with investments and other sources of sufficient cash on hand, liquidity which are expected to be enough to meet all BHCs obligations during the foreseeable future. sources of funding for Non-banking subsidiaries the non-banking The principal subsidiaries include internally generated cash flows from operations, loan sales, repurchase agreements, capital injection and borrowed funds from their direct parent companies or the the holding companies. The principal uses of 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. funds for Dividends During the year ended December 31, 2018, the Corporation declared quarterly dividends on its outstanding common stock of $0.25 per share, for a total of $101.3 million. The dividends for the Corporation’s Series A and Series B preferred stock amounted to $3.7 million. The BHC’s received dividends amounting to $446 million from BPPR, $8 million in dividends from its non-banking subsidiaries, $1 million in dividends from EVERTEC’s parent company, $6 million from an investment in an equity investee and $13 million in dividend from its investment in BHD Leon. A portion of these dividends was used by Popular, Inc. for the payments of the cash dividends on its outstanding common stock, the $125 million accelerated stock repurchase, to partially fund the redemption of $450 million, 7% senior notes and the redemption of $53 million in trust preferred securities. On January 23, 2019, the Corporation announced an increase in its quarterly common stock dividend from $0.25 per share to $0.30 per share, beginning in the second quarter of 2019, subject to approval by its Board of Directors. On the Corporation’s Board of Directors February 15, 2019, approved a quarterly cash dividend of $0.30 per share on its outstanding common stock, payable on April 1, 2019 to shareholders of record at the close of business on March 8, 2019. agency liquid U.S. sponsored U.S. sponsored mortgage-backed 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 government portfolio consists primarily of securities, investment securities, and government 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 the time the transactions are to be collateral available at consummated, in addition to overall liquidity and risk appetite of the various counterparties. The Corporation’s unpledged debt securities, amounted to $4.3 billion at December 31, 2018 and $3.2 billion at December 31, 2017. A substantial portion of these debt securities could be used to raise financing quickly in the U.S. money markets or from secured lending sources. securities, 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. leverage 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 regulatory creditworthiness, 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 the collateral requirements may increase, thereby reducing the balance of unpledged securities. requirements. As their fair value increases, ratios other and The importance of the Corporation is an additional risk factor that could affect its the Puerto Rico market for financing activities. In the case of a deterioration in economic and fiscal conditions in Puerto Rico, the credit quality of the Corporation could be affected and result in higher credit costs. The Puerto Rico economy continues to face various challenges, including significant pressures in some sectors of the residential real estate market and the impact of two major hurricanes in September 2017. 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 raising financing under stress scenarios when important sources of funds temporarily fully are 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. adopted contingency plans are usually available that for 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 and the Corporation’s ability to access a broad array of wholesale funding sources, among other factors. and commercial deposits, retail core 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 $10 million in deposits at December 31, 2018 that are subject to rating triggers. In addition, certain mortgage servicing and custodial agreements that BPPR has with third parties include rating covenants. In the event of a credit rating downgrade, the third parties have the right to require the institution to engage a substitute cash custodian for escrow deposits and/or increase collateral levels securing the recourse obligations. Also, as discussed in Note 24 to the Consolidated Financial Statements, the Corporation services residential mortgage loans subject to credit recourse provisions. Certain contractual agreements POPULAR, INC. 2018 ANNUAL REPORT 41 recourse obligations 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 amounted to approximately $62 million at December 31, 2018. The Corporation could be required to post additional collateral under the agreements. Management expects that it would be able to meet additional collateral requirements if and when needed. The requirements to post collateral under certain agreements or the loss of escrow deposits could reduce the Corporation’s liquidity resources and impact its operating results. Credit Risk Geographic and Government Risk The Corporation is exposed to geographic and government risk. The Corporation’s composition by geographical area and by business segment reporting are presented in Note 39 to the Consolidated Financial Statements. and revenue assets Commonwealth of Puerto Rico A significant portion of our financial activities and credit exposure is concentrated in the Commonwealth of Puerto Rico (the “Commonwealth” or “Puerto Rico”), which 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 April 2018, the Commonwealth’s real GNP for fiscal years 2017 and 2018 decreased by 2.4% and 5.6%, respectively. The Planning Board estimates that real GNP will increase approximately 3.5% in fiscal year 2019, in part due to the influx of federal funds and private insurance payments in connection with Hurricane Maria. For information regarding the economic projections of the Revised Commonwealth Fiscal Plan, see Fiscal Plans, Commonwealth Fiscal Plan, below. 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 42 POPULAR, INC. 2018 ANNUAL REPORT and economic crisis and the imminent widespread defaults prompted the U.S. Congress to enact the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”) in June 2016, which, as further discussed below, established two mechanisms for the restructuring of the obligations of the Commonwealth, its public corporations, instrumentalities and its municipalities. The Commonwealth and several of instrumentalities are currently in the process of restructuring their debts through such mechanisms. a corporations, seven-member PROMESA PROMESA created federally-appointed oversight board (the “Oversight Board”) with ample powers over the fiscal and economic affairs of the Commonwealth, its and municipalities. instrumentalities public 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 U.S. Constitution, which the Appointments Clause of requires that principal federal officers be appointed by the President, with the advice and consent of the U.S. Senate. The First Circuit’s decision provides that its mandate will not issue for 90 days, so as to allow the President and the U.S. Senate to validate the currently defective appointments or reconstitute the Oversight Board in accordance with the Appointments Clause. Such process may delay the Commonwealth’s efforts to restructure its debts and create additional uncertainty regarding fiscal and economic the Commonwealth’s prospects recovery. for The Oversight Board has designated the Commonwealth and all of its public corporations and instrumentalities as “covered the Commonwealth’s entities” under PROMESA. None of municipalities have been designated as covered entities as of the date of this report but may be designated as such in the future. Covered entities are required to submit their annual budgets and, if the Oversight Board so requests, their fiscal plans, to the Oversight Board for its review and approval. They are also required to seek Oversight Board approval to issue, guarantee or modify their debts and to enter into contracts with an aggregate value of $10 million or more. Finally, covered entities are also potentially eligible to avail 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 themselves of 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 October 23, 2018 (the “Revised Commonwealth Fiscal Plan”). The Revised Commonwealth Fiscal Plan estimates an 8.0% 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 variable GNP growth from fiscal years 2019 through 2022, followed by GNP contraction in fiscal year 2023 as disaster relief funding drops off considerably. The Commonwealth’s population is estimated to steadily decline at a rate of approximately 1% annually through the projection period. the reforms therein, contemplated reforms contemplated therein, Before accounting for the impact of the measures and structural Revised 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 Revised Commonwealth Fiscal Plan projects that, without major Government action, the Commonwealth would suffer an annual primary deficit starting in fiscal year 2021. After the application of the fiscal measures and structural the Revised Commonwealth Fiscal Plan projects a pre-contractual debt service surplus of approximately $17 billion from fiscal years 2018 through 2023. However, after the payment of contractual debt service, the surplus projected for such period drops significantly and annual deficits begin in fiscal year 2027. Moreover, even after the implementation of the fiscal measures and structural reforms contemplated by the plan and before contractual debt service, the Revised Commonwealth Fiscal Plan projects an annual deficit starting in fiscal year 2034. Based on such long-term projections, the Revised Commonwealth Fiscal Plan concludes that the Commonwealth cannot afford to meet all of its contractual debt obligations. The Revised Commonwealth Fiscal Plan does not contemplate a restructuring of the debt of the Commonwealth’s It does, however, contemplate the gradual municipalities. reduction and the ultimate elimination of budgetary subsidies $45 million 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 (from approximately $370 million in fiscal year 2017 to approximately $220 million in fiscal year 2018 and approximately $175 in fiscal year 2019). The Revised 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. 2019 in 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. the Oversight Board, on behalf of Pending Title III and Title VI Proceedings On May 3, 2017, 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 POPULAR, INC. 2018 ANNUAL REPORT 43 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. its conditions instrumentalities, affecting Puerto Rico consumers 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 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 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. to the and Rico Puerto government respectively, which amounts were At December 31, 2018 and 2017, the Corporation’s direct its exposure instrumentalities and municipalities totaled to $458 million and $484 million, fully outstanding at December 31, 2018 and 2017. Further the Commonwealth’s fiscal and economic deterioration of 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 $45 million are respectively, at securities ($435 million and $49 million, December 31, 2017). Substantially all of the amount outstanding at December 31, 2018 were obligations from various Puerto Rico municipalities. In most cases, these were “general obligations” of a municipality, to which the applicable municipality has pledged its good faith, credit and unlimited taxing power, or “special obligations” of a municipality, to which the applicable municipality has pledged other revenues. At December 31, 2018 loans and 75% of the Corporation’s exposure to municipal securities was concentrated in the municipalities of San Juan, 44 POPULAR, INC. 2018 ANNUAL REPORT Guaynabo, Carolina and Bayamón. Although the Oversight the Commonwealth’s 78 Board has not designated any of municipalities as covered entities under PROMESA, it may decide to do so in the future. For a more detailed description of the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and municipalities, refer to Note 25 – Commitments and contingencies. In addition, at December 31, 2018, the Corporation had $368 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental ($386 million at December 31, 2017). These included $293 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, 2017 - $310 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 December 31, 2018, $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, 2017 - $44 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 December 31, 2018, 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, 2017 - $7 million), and $23 million of commercial real estate notes issued by government entities but that are payable from rent paid by non-governmental parties (December 31, 2017 - $25 million). BPPR’s commercial loan portfolio also includes loans to private borrowers who are service providers, lessors, suppliers or have other relationships with the government. These borrowers could be negatively affected by the fiscal measures to be implemented to address the Commonwealth’s fiscal crisis and the ongoing Title III proceedings under PROMESA described above. Similarly, BPPR’s mortgage and consumer loan portfolios include loans to current and former government employees which could also be negatively affected by fiscal measures such as employee layoffs or furloughs or reductions in pension benefits. BPPR also has a significant amount of deposits from the Commonwealth, its instrumentalities, and municipalities. The amount of such deposits may fluctuate depending on the financial condition and liquidity of such entities, as well as on the ability of BPPR to maintain these customer relationships. United States Virgin Islands The Corporation has operations in the United States Virgin (the “USVI”) and has credit exposure to USVI Islands 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. 31, the amount 2017). Of At December 31, 2018, the Corporation’s direct exposure to USVI instrumentalities and public corporations amounted to approximately $76 million, of which $68 million is outstanding (compared to $82 million and $73 million, respectively, at outstanding, December 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) $12 million represents loans to the Virgin Islands Public Finance Authority, a public corporation of the USVI created for the purpose of raising capital for public projects (compared to $43 million, $14 million and $16 million, respectively, at December 31, 2017). 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 $74 million commercial loans were insured or guaranteed by the U.S. Government or its agencies at December 31, 2018 (compared to $1.7 billion and $88 million, respectively, at December 31, 2017). 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 21. Credit metrics for 2017 were impacted by the relief initiatives implemented by the Corporation related to the hurricanes, including the loan payment moratorium. Overall, the Puerto Rico segment continued to reflect a positive credit quality trend during 2018, with metrics better than, or improving to levels equal to, those prevailing prior to the impact of Hurricanes Irma and Maria in September 2017. The Corporation continues to closely monitor its portfolios and related credit metrics given Puerto Rico’s ongoing economic and fiscal challenges. The results of the U.S. operations also remained solid with strong growth and favorable credit quality metrics. The U.S. taxi medallion portfolio acquired from the FDIC in the assisted sale of Doral Bank continued to reflect the pressure on medallion collateral values, particularly in the New York City metro area. (“NPAs”) Total non-performing increased by assets $5 million when compared with December 31, 2017. The Puerto Rico operations reflect an increase in non-performing loans (“NPLs”) of $53 million, as the prior year included the impact of the moratorium offered to our clients as part of the hurricane relief efforts, coupled with additions of $13 million related to the Reliable auto business. The increase in Puerto Rico NPLs was offset by lower other real estate owned by $53 million related to increased sales activity, and lower inflows as a result of the temporary suspension of foreclosures after the hurricanes. The U.S. operations NPLs increased by $3 million, principally driven by the classification as non-performing of a single construction borrower. At December 31, 2018, NPLs secured by real estate, amounted to $459 million in the Puerto Rico operations and $49 million in the U.S. operations, compared to $449 million in the Puerto Rico operations and $36 million in the U.S. operations at December 31, 2017. The Corporation’s commercial loan portfolio secured by real estate (“CRE”), amounted to $7.8 billion at December 31, 2018, of which $2.0 billion was secured with owner occupied properties, compared with $7.6 billion and $2.1 billion, respectively, at December 31, 2017. CRE non-performing loans, amounted to $129 million at December 31, 2018, compared with $124 million at December 31, 2017. The CRE non-performing loans ratios for the BPPR and Popular U.S. segments were 3.05% and 0.02%, respectively, at December 31, 2018, compared with 2.77% and 0.10%, respectively, at December 31, 2017. In addition to the NPLs included in Table 21, at December 31, 2018, there were $153 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, 2017 - $155 million). POPULAR, INC. 2018 ANNUAL REPORT 45 Table 21 - Non-Performing Assets (Dollars in thousands) Non-accrual loans: Commercial Construction Legacy [1] Leasing Mortgage Consumer Total non-performing loans held-in-portfolio, excluding covered loans Other real estate owned (“OREO”), excluding covered OREO Total non-performing assets, excluding covered assets Covered loans and OREO [3] Total non-performing assets [2] Accruing loans past-due 90 days or more [4] [5] Excluding covered loans: [6] Non-performing loans to loans held-in-portfolio Including covered loans: Non-performing loans to loans held-in-portfolio Interest lost December 31, 2018 Popular U.S. Popular, Inc. BPPR December 31, 2017 Popular U.S. Popular, Inc. BPPR December 31, 2016 Popular U.S. Popular, Inc. BPPR $182,950 1,788 – 3,313 323,565 56,482 $ 1,076 12,060 2,627 – 11,033 16,193 $184,026 13,848 2,627 3,313 334,598 72,675 $ 161,226 – – 2,974 306,697 40,543 $ 3,839 – 3,039 – 14,852 17,787 $ 165,065 – 3,039 2,974 321,549 58,330 $159,655 – – 3,062 318,194 51,597 $ 3,693 – 3,337 – 11,713 6,664 $163,348 – 3,337 3,062 329,907 58,261 568,098 42,989 611,087 511,440 39,517 550,957 532,508 25,407 557,915 134,063 2,642 136,705 167,253 2,007 169,260 177,412 3,033 180,445 $702,161 – $45,631 – $747,792 – $ 678,693 22,948 $41,524 – $ 720,217 22,948 $709,920 36,044 $28,440 – $738,360 36,044 $702,161 $45,631 $747,792 $ 701,641 $41,524 $ 743,165 $745,964 $28,440 $774,404 $612,543 $ – $612,543 $1,225,149 $ – $1,225,149 $426,652 $ – $426,652 2.31% 2.27% 2.45% 2.31% $ 35,170 2.23% $ 29,920 2.41% $ 29,385 [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. reportable segment. [2] There were no non-performing loans held-for-sale as of December 31, 2018, 2017 and 2016. [3] The amount consists of $3 million in non-performing loans accounted for under ASC Subtopic 310-20 and $20 million in covered OREO at December 31, 2017 and $4 million and $32 million at December 31, 2016, respectively. It excludes covered loans accounted for under ASC Subtopic 310-30 as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses. [5] [4] The carrying value of loans accounted for under ASC Subtopic 310-30 that are contractually 90 days or more past due was $216 million at December 31, 2018 (December 31, 2017 - $272 million; December 31, 2016 - $282 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. 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. The balance of these loans includes $134 million at December 31, 2018 related to the rebooking of loans previously pooled into GNMA securities, in which the Corporation had a buy-back option as further described below (December 31, 2017 - $840 million). These balances include $283 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of December 31, 2018 (December 31, 2017 - $178 million; December 31, 2016 - $181 million). Furthermore, the Corporation has approximately $69 million in reverse mortgage loans which are guaranteed by FHA, but which are currently not accruing interest. Due to the guaranteed nature of the loans, it is the Corporation’s policy to exclude these balances from non-performing assets (December 31, 2017 - $58 million; December 31, 2016 - $68 million). [6] These asset quality ratios have been adjusted to remove the impact of covered loans. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of acquired loans in certain asset quality ratios that include non-performing assets, past due loans or net charge-offs in the numerator and denominator results in distortions of these ratios and they may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting. 46 POPULAR, INC. 2018 ANNUAL REPORT Table 21 (continued) - Non-Performing Assets (Dollars in thousands) Non-accrual loans: Commercial Construction Legacy [1] Leasing Mortgage Consumer Total non-performing loans held-in-portfolio, excluding covered loans Non-performing loans held-for-sale [2] Other real estate owned (“OREO”), excluding covered OREO Total non-performing assets, excluding covered assets Covered loans and OREO [3] Total non-performing assets December 31, 2015 Popular U.S. Popular, Inc. BPPR December 31, 2014 Popular U.S. Popular, Inc. BPPR $177,902 3,550 – 3,009 337,933 52,440 574,834 44,696 151,439 $ 3,914 – 3,649 – 13,538 5,864 26,965 473 3,792 $181,816 3,550 3,649 3,009 351,471 58,304 601,799 45,169 155,231 $257,910 13,812 – 3,102 295,629 40,930 611,383 225 119,144 $ 2,315 – 1,545 – 9,284 5,956 19,100 18,674 16,356 $260,225 13,812 1,545 3,102 304,913 46,886 630,483 18,899 135,500 $770,969 40,571 $31,230 – $802,199 40,571 $730,752 148,099 $54,130 – $784,882 148,099 $811,540 $31,230 $842,770 $878,851 $54,130 $932,981 Accruing loans past-due 90 days or more [4] [5] $446,725 $ – $446,725 $447,990 $ – $447,990 Excluding covered loans: [6] Non-performing loans to loans held-in-portfolio Including covered loans: Non-performing loans to loans held-in-portfolio Interest lost 2.69% 2.63% $ 27,644 3.25% 2.95% $ 23,413 [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. reportable segment. [2] Non-performing loans held-for-sale at December 31, 2015 consist of $45 million in commercial loans and $95 thousand in construction loans. Non-performing loans held-for-sale at December 31, 2014 consist of $14 million in mortgage loans, $309 thousand in commercial loans and $4.5 million in consumer loans. [3] The amount consists of $4 million in non-performing loans accounted for under ASC Subtopic 310-20 and $37 million in covered OREO at December 31, 2015 (December 31, 2014 - $18 million and $130 million, respectively). It excludes covered loans accounted for under ASC Subtopic 310-30 as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses. [5] [4] The carrying value of loans accounted for under ASC Subtopic 310-30 that are contractually 90 days or more past due was $349 million at December 31, 2015 (December 31, 2014 - $516 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. 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 $164 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of December 31, 2015 (December 31, 2014 - $125 million). Furthermore, the Corporation has approximately $70 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. [6] These asset quality ratios have been adjusted to remove the impact of covered loans. Appropriate adjustments to the numerator and denominator have been reflected in the calculation of these ratios. Management believes the inclusion of acquired loans in certain asset quality ratios that include non-performing assets, past due loans or net charge-offs in the numerator and denominator results in distortions of these ratios and they may not be comparable to other periods presented or to other portfolios that were not impacted by purchase accounting. 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 December 31, 2018 and 2017, are presented below. POPULAR, INC. 2018 ANNUAL REPORT 47 Table 22 - Loan Delinquencies (Dollars in thousands) 2018 2017 Loans delinquent 30 days or more $ 406,442 13,848 3,267 12,803 1,474,923 196,325 – 173 $2,107,781 Total loans $12,043,019 779,449 25,949 934,773 7,235,258 5,489,441 – 51,422 $26,559,311 Total delinquencies as a percentage of total loans 3.37% 1.78 12.59 1.37 20.39 3.58 – 0.34 7.94% Loans delinquent 30 days or more $ 364,679 170 3,747 14,687 1,926,939 156,289 82,764 1,829 $2,551,104 Total loans $11,488,861 880,029 32,980 809,990 7,270,407 3,810,527 517,274 132,395 $24,942,463 Total delinquencies as a percentage of total loans 3.17% 0.02 11.36 1.81 26.50 4.10 16.00 1.38 10.23% Commercial Construction Legacy Leasing Mortgage Consumer Covered loans Loans held-for-sale Total 31, the For year ended December total 2018, non-performing loan inflows, excluding consumer loans, increased by $91 million, or 25%, when compared to the inflows for the year 2017. Inflows of non-performing loans held-in-portfolio at the BPPR segment increased by $85 million, or 25%, compared to the inflows for the year 2017, mostly related to higher commercial and mortgage inflows of $40 million, each. Mortgage inflows for the year 2017 were lower as it were affected by the payment moratorium granted after the hurricanes. On the other hand, higher commercial inflows for the year 2018 were associated with the addition of two borrowers with an aggregate amount of $45.5 million. the Inflows of non-performing loans held-in-portfolio at Popular U.S. segment increased by $7 million, or 22%, from the same period in 2017, mostly driven by higher construction inflows of $18 million, partially offset by lower mortgage inflows of $9 million. Table 23 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer and Covered Loans) (In thousands) Beginning balance Plus: New non-performing loans Advances on existing non-performing loans Reclassification from construction loans to commercial loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance NPLs For the year ended December 31, 2018 BPPR $ 467,923 Popular U.S. Popular, Inc. $ 21,730 $ 489,653 424,969 763 3,413 37,197 178 – (30,613) (71,283) (286,869) $ 508,303 (686) (6,211) (25,412) $ 26,796 462,166 941 3,413 (31,299) (77,494) (312,281) $ 535,099 Table 24 - Activity in Non-Performing Loans Held-in-Portfolio (Excluding Consumer and Covered Loans) (In thousands) Beginning balance Plus: New non-performing loans Advances on existing non-performing loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance NPLs 48 POPULAR, INC. 2018 ANNUAL REPORT For the year ended December 31, 2017 BPPR $ 477,849 Popular U.S. Popular, Inc. $ 18,743 $ 496,592 341,196 – 29,899 785 371,095 785 (40,260) (89,896) (220,966) $ 467,923 (46) (919) (26,732) $ 21,730 (40,306) (90,815) (247,698) $ 489,653 Table 25 - Activity in Non-Performing Commercial Loans Held-In-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Advances on existing non-performing loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance - NPLs For the year ended December 31, 2018 BPPR Popular U.S. Popular, Inc. $161,226 $ 3,839 $165,065 118,233 647 (7,060) (23,208) (66,888) 4,795 – – (266) (7,292) 123,028 647 (7,060) (23,474) (74,180) $182,950 $ 1,076 $184,026 Table 26 - Activity in Non-Performing Commercial Loans Held-in-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Advances on existing non-performing loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance - NPLs For the year ended December 31, 2017 BPPR Popular U.S. Popular, Inc. $159,655 $ 3,693 $163,348 78,469 – (6,282) (37,380) (33,236) 8,071 4 – (117) (7,812) 86,540 4 (6,282) (37,497) (41,048) $161,226 $ 3,839 $165,065 Table 27 - Activity in Non-Performing Construction Loans Held-In-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Advances on existing non-performing loans Less: Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance - NPLs For the year ended December 31, 2018 BPPR Popular U.S. Popular, Inc. $ – $ – $ – 4,177 116 – (2,505) 17,901 – (5,806) (35) 22,078 116 (5,806) (2,540) $ 1,788 $12,060 $13,848 Table 28 - Activity in Non-Performing Construction Loans Held-in-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Less: Loans returned to accrual status / loan collections Ending balance - NPLs For the year ended December 31, 2017 BPPR Popular U.S. Popular, Inc. $ – 99 (99) $ – $– – – $– $ – 99 (99) $ – POPULAR, INC. 2018 ANNUAL REPORT 49 Table 29 – Activity in Non-Performing Mortgage Loans Held-in-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Advances on existing non-performing loans Reclassification from covered loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance - NPLs For the year ended December 31, 2018 BPPR Popular U.S. Popular, Inc. $ 306,697 $ 14,852 $ 321,549 302,559 – 3,413 (23,553) (48,075) (217,476) 13,371 150 – (686) (152) (16,502) 315,930 150 3,413 (24,239) (48,227) (233,978) $ 323,565 $ 11,033 $ 334,598 Table 30 – Activity in Non-Performing Mortgage Loans Held-in-Portfolio (Excluding Covered Loans) (In thousands) Beginning balance - NPLs Plus: New non-performing loans Advances on existing non-performing loans Less: Non-performing loans transferred to OREO Non-performing loans charged-off Loans returned to accrual status / loan collections Ending balance - NPLs Allowance for Loan and Lease Losses (“ALLL”) The allowance for loan and lease losses, which represents management’s estimate of credit losses inherent in the loan portfolio, is maintained at a sufficient level to provide for estimated credit losses on individually evaluated loans as well as estimated credit losses inherent in the remainder of the loan portfolio. The Corporation’s management the adequacy of the ALLL for loan losses on a quarterly basis. In this evaluation, management considers current economic conditions and the resulting impact on Popular Inc.’s loan portfolio, the composition of the portfolio by loan type and results of risk characteristics, historical regulatory periodic requirements and loan impairment measurement, among other factors. loss experience, loans, reviews of individual evaluates credit 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, 50 POPULAR, INC. 2018 ANNUAL REPORT For the year ended December 31, 2017 BPPR Popular U.S. Popular, Inc. $ 318,194 $ 11,713 $ 329,907 262,628 – (33,978) (52,516) (187,631) 21,714 662 (46) (775) (18,416) 284,342 662 (34,024) (53,291) (206,047) $ 306,697 $ 14,852 $ 321,549 among others. Changes in the financial condition of individual borrowers, in economic conditions, in historical loss experience and in the condition of the various markets in which collateral may be sold may all affect the required level of the allowance for loan losses. Consequently, the business financial condition, liquidity, capital and results of operations could also be affected. Refer to the Critical Accounting Policies / Estimates section of this MD&A for a description of the Corporation’s ALLL methodology. At December 31, 2018, the ALLL amounted to $569 million, a decrease of $54 million when compared with December 31, 2017. The provision for loan losses for the non-covered portfolio for the year ended December 31, 2018 amounted to $226 million, compared to $320 million in the same period in the prior year, a decrease of $94 million. The third quarter of 2017 included a charge of $64.3 million related to hurricane María’s estimated impact on the Puerto Rico loan portfolios, coupled with downward adjustments to the hurricane-related reserve during 2018, as portfolios performed better than the assumptions used to create this reserve. Refer to the Provision this MD&A for additional for Loan Losses information. section of The following table presents net charge-offs to average loans held-in-portfolio (“HIP”) ratios by loan category for the years ended December 31, 2018, 2017 and 2016: Table 31 - Net Charge-Offs (Recoveries) to Average Loans HIP (Non-covered loans) December 31, 2018 December 31, 2017 December 31, 2016 BPPR Popular U.S. Popular Inc. BPPR Popular U.S. Popular Inc. BPPR Popular U.S. Popular Inc. Commercial Construction Leasing Legacy Mortgage Consumer Total 0.91% 0.44% 0.73% 0.31% 0.88% 0.51% 0.28% (0.11)% 0.17% – (1.54) – 0.70 (4.30) – 0.03 1.05 3.17 2.64 (0.28) 0.59 (3.67) 0.98 2.23 0.71 – (6.89) (0.05) 3.68 (0.32) 0.91 (4.30) 1.15 2.82 (1.98) 0.59 – 1.09 2.31 0.49 0.70 (6.89) 0.93 2.74 – – (3.67) 0.23 1.74 (2.88) 0.91 – 1.30 2.77 1.31% 0.61% 1.13% 1.13% 0.82% 1.05% 0.95% 0.12% 0.76% for net the charge-offs Non-covered ended December 31, 2018 amounted to $280.8 million, increasing by $41.0 million when compared to the year ended December 31, 2017, driven by higher BPPR commercial and consumer net charge-offs. Commercial NCOs increase includes the impact of the charge-offs from two large commercial relationships during year the fourth quarter of 2018. Consumer NCOs increase was mostly due to post-moratorium effects, accounted for in the hurricane-related reserve. Refer to Note 9 to the consolidated financial statements for more information on the changes in the allowance for loan losses, Table 32 - Composition of ALLL December 31, 2018 (Dollars in thousands) Commercial Construction Legacy [1] Leasing Mortgage Consumer Total Specific ALLL Impaired loans Specific ALLL to impaired loans General ALLL Loans held-in-portfolio, excluding impaired $ $ $ 52,190 398,518 56 $ $ 13,848 13.10% 0.40% 186,925 $ 7,368 $ $ $ – – –% 320 $ $ 1,099 41,211 $ $ 518,888 25,893 $ $ 112,742 119,670 $ $ 1,045,095 29.12% 7.94% 22.97% 11.45% 969 $ 11,166 $ 106,201 $ 137,049 $ 449,678 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 Total ALLL Total non-covered loans held-in-portfolio ALLL to loans held-in-portfolio 1.61% 0.96% 3.73% 1.20% 1.58% 2.55% 1.77% 239,115 $ $12,043,019 $ 7,424 $779,449 969 $ $25,949 $ 11,486 $934,773 $ 147,412 $7,235,258 $ 162,942 $5,489,441 569,348 $ $26,507,889 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. reportable segment. POPULAR, INC. 2018 ANNUAL REPORT 51 Table 33 - Composition of ALLL December 31, 2017 (Dollars in thousands) Commercial Construction Legacy [2] Leasing Mortgage Consumer Total [3] Specific ALLL Impaired loans [1] Specific ALLL to impaired loans [1] General ALLL Loans held-in-portfolio, excluding impaired $ $ $ 36,982 323,455 11.43% $ $ – – –% 178,683 $ 8,362 $ $ $ – – –% $ 475 $ 1,456 $ 48,832 $ 518,275 $ 22,802 $ 104,237 32.62% 9.42% 21.88% 798 $ 11,516 $ 114,790 $ 166,942 $ $ $ 109,091 947,423 11.51% 481,091 loans [1] $11,165,406 $880,029 $32,980 $808,534 $6,752,132 $3,706,290 $23,345,371 General ALLL to loans held-in-portfolio, excluding impaired loans [1] Total ALLL Total non-covered loans held-in-portfolio [1] 1.60% 0.95% 2.42% 1.42% 1.70% 4.50% 2.06% $ 215,665 $ 8,362 $ 798 $ 11,991 $ 163,622 $ 189,744 $ 590,182 $11,488,861 $880,029 $32,980 $809,990 $7,270,407 $3,810,527 $24,292,794 ALLL to loans held-in-portfolio [1] 1.88% 0.95% 2.42% 1.48% 2.25% 4.98% 2.43% [1] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. [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. reportable segment. [3] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. At December 31, 2017, the general allowance on the covered loans amounted to $33.2 million. Table 34 - Composition of ALLL December 31, 2016 (Dollars in thousands) Commercial Construction Legacy [2] Leasing Mortgage Consumer Total [3] Specific ALLL Impaired loans [1] Specific ALLL to impaired loans [1] General ALLL Loans held-in-portfolio, excluding impaired $ $ $ 42,375 338,422 12.52% $ $ $ $ – – –% – – –% $ 535 $ 1,817 $ 44,610 $ 506,364 $ 23,857 $ 109,454 29.44% 8.81% 21.80% 160,279 $ 9,525 $ 1,343 $ 7,127 $ 103,324 $ 117,326 $ $ $ 111,377 956,057 11.65% 398,924 loans [1] $10,460,085 $776,300 $45,293 $701,076 $6,189,997 $3,644,939 $21,817,690 General ALLL to loans held-in-portfolio, excluding impaired loans [1] Total ALLL Total non-covered loans held-in-portfolio [1] 1.53% 1.23% 2.97% 1.02% 1.67% 3.22% 1.83% $ 202,654 $ 9,525 $ 1,343 $ 7,662 $ 147,934 $ 141,183 $ 510,301 $10,798,507 $776,300 $45,293 $702,893 $6,696,361 $3,754,393 $22,773,747 ALLL to loans held-in-portfolio [1] 1.88% 1.23% 2.97% 1.09% 2.21% 3.76% 2.24% [1] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. [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. reportable segment. [3] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. At December 31, 2016, the general allowance on the covered loans amounted to $30.4 million. 52 POPULAR, INC. 2018 ANNUAL REPORT Table 35 details the breakdown of the allowance for loan losses by loan categories. The breakdown is made for analytical purposes, and it is not necessarily indicative of the categories in which future loan losses may occur. Table 35 - Allocation of the Allowance for Loan Losses 2018 2017 At December 31, 2016 2015 2014 % of loans in each category to total loans ALLL % of loans in each category to total loans ALLL % of loans in each category to total loans ALLL % of loans in each category to total loans ALLL % of loans in each category to total loans 45.5% $215.7 8.4 2.9 0.8 0.1 12.0 3.5 163.6 27.3 189.7 20.7 47.3% $202.7 9.5 3.6 1.3 0.2 7.7 3.3 147.9 29.9 141.2 15.7 47.4% $196.8 8.9 3.4 2.7 0.2 11.0 3.1 133.3 29.4 150.2 16.5 45.2% $211.2 6.7 3.0 3.0 0.3 7.1 2.8 123.3 31.5 168.4 17.2 41.9% 1.3 0.4 2.9 33.5 20.0 100.0% $590.2 100.0% $510.3 100.0% $502.9 100.0% $519.7 100.0% (Dollars in millions) Commercial Construction Legacy Leasing Mortgage Consumer Total [1] ALLL $239.1 7.4 1.0 11.5 147.4 162.9 $569.3 [1] Note: For purposes of this table the term loans refers to loans held-in-portfolio excluding covered loans and held-for-sale. 31, 2018, Troubled debt restructurings The Corporation’s TDR loans amounted to $1.5 billion at or increasing December approximately 20%, from December 31, 2017, driven by higher commercial and mortgage TDRs in the BPPR segment of $140 million and $113 million, respectively. TDRs in accruing status increased by $172 million from December 31, 2017, while non-accruing TDRs increased by $86 million. $258 million, by Refer to Note 9 for additional information on modifications including certain troubled debt considered troubled debt qualitative and quantitative data restructurings performed in the past twelve months. restructurings, about The following tables present the approximate amount and percentage of non-covered commercial impaired loans for which the Corporation relied on appraisals dated more than one year old for purposes of impairment requirements at December 31, 2018 and December 31, 2017. Appraisals may be adjusted due to their age and the type, location and condition of the property, area or general market conditions to reflect the expected change in value between the effective date of the appraisal and the impairment measurement date. Refer to the Allowance for Loan Losses section of Note 2, “Summary of significant accounting policies” for additional information. Table 36 - Non-Covered Impaired Loans With Appraisals Dated 1 Year Or Older (In thousands) Commercial Construction [1] Based on outstanding balance of total impaired loans. (In thousands) Commercial [1] Based on outstanding balance of total impaired loans. December 31, 2018 Total Impaired Loans – Held-in-portfolio (HIP) Count 110 1 Outstanding Principal Balance Impaired Loans with Appraisals Over One- Year Old [1] $335,044 1,788 3% – December 31, 2017 Total Impaired Loans – Held-in-portfolio (HIP) Count 112 Outstanding Principal Balance Impaired Loans with Appraisals Over One- Year Old [1] $267,302 30% POPULAR, INC. 2018 ANNUAL REPORT 53 is for as well overseeing responsible Enterprise Risk and Operational Risk Management The Financial and Operational Risk Management Division (the “FORM Division”) the implementation of the Enterprise Risk Management (ERM) framework, as developing and overseeing the implementation of risk programs and reporting that facilitate a broad integrated view of risks. The FORM Division also leads the ongoing development of a strong risk management culture and the framework that support effective risk governance. For new products and initiatives, the Corporate Compliance to ensure that an in place processes Division has put appropriate standard readiness assessment is performed before launching a new product or initiative. Similar procedures are followed with the Treasury Division for transactions involving the purchase and sale of assets. itself Operational risk can manifest in various ways, including errors, fraud, cyber attacks, business interruptions, inappropriate behavior of employees, and failure to perform in a timely manner, among others. These events can potentially result in financial losses and other damages to the Corporation, including reputational harm. The successful management of operational to a diversified financial services company like Popular because of the nature, volume and complexity of its various businesses. risk is particularly important To monitor and control operational risk and mitigate related losses, the Corporation maintains a system of comprehensive policies and controls. The Corporation’s Operational Risk Committee (ORCO) and the Cyber Security Committee which are composed of senior level representatives from the business lines and corporate functions, provide executive oversight to facilitate consistency of effective policies, best practices, controls and monitoring tools for managing and assessing all types of operational risks across the Corporation. The FORM Division, within the Corporation’s Risk Management Group, serves as ORCO’s operating arm and is responsible for establishing baseline processes to measure, monitor, limit and manage operational risk. In addition, the Auditing Division provides oversight about policy compliance and ensures adequate attention is paid to correct the identified issues. Effective May 2018, the Corporation created the Corporate Security Group (“CSG”) , under the direction of the Chief Security Officer (“CSO”). The CSG now leads all efforts pertaining to cyber and technology related security safeguards and enterprise fraud. The CSG is also responsible for the development and oversight of policies and programs intended for the mitigation and/or reduction of compliance, operational, strategic, financial and reputational risk strategies relating to the protection of data and Corporate assets. The CSG oversees and coordinates fraud and cyber security efforts and controls across the Corporation’s various units,and leads the Cyber Security Committee. Operational risks fall into two major categories: business specific and corporate-wide affecting all business lines. The 54 POPULAR, INC. 2018 ANNUAL REPORT include segment primary responsibility for the day-to-day management of business specific risks relies on business unit managers. Accordingly, business unit managers are responsible for ensuring that appropriate risk containment measures, including corporate-wide or business specific policies and procedures, controls and monitoring tools, are in place to minimize risk occurrence and loss exposures. Examples of these data personnel management reconciliation processes, transaction processing monitoring and analysis and contingency plans for systems interruptions. To manage corporate-wide risks, specialized functions, such as Legal, Cyber Security, Business Continuity and Outsourcing Risk Management, and Finance and Compliance, among others, assist and implementation of risk management practices specific to the needs of the individual businesses. development practices, business units the the in Operational risk management plays a different role in each category. For business specific risks, the FORM Division works with the segments to ensure consistency in policies, processes, and assessments. With respect to corporate-wide risks, such as cyber and information security, business continuity and outsourcing risk management, legal and compliance, the risks are assessed, and a consolidated corporate view is developed and communicated to the business level. Procedures exist that are designed to ensure that policies relating to conduct, ethics, and business practices are followed. We continually monitor the system of internal controls, data processing systems, and corporate-wide processes and procedures to manage operational risk at appropriate, cost-effective levels. An additional level of review is applied to current and potential regulation and its impact on business processes, to ensure that appropriate controls are put in place to address regulation requirements. Today’s threats to customer information and information systems are complex, more wide spread, continually emerging, and increasing at a rapid pace. The Corporation continuously monitors these threats and, to date, we have not experienced any material losses as a result of cyber attacks. 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. prepares its Consolidated Adjusted net income – Non-GAAP Financial Measure The Corporation 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 its operations. certain transactions on the Management believes that the “Adjusted net income” provides results of meaningful information to investors about the underlying performance of the Corporation’s ongoing operations. “Adjusted net income” is a non-GAAP financial measure. The following tables describes adjustments to net income for the years ended 2018, 2017 and 2016. Table 37 - Adjusted Net Income for the Year Ended December 31, 2018 (Non-GAAP) (In thousands) U.S. GAAP Net income Non-GAAP Adjustments: Termination of FDIC Shared-Loss Agreements [1] Tax Closing Agreement [2] Impact of Law Act No.257 [3] Adjusted net income (Non-GAAP) Pre-tax Income tax effect Impact on net income $(94,633) – – $ 45,059 (108,946) 27,686 $ 618,158 (49,574) (108,946) 27,686 $ 487,324 [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 37 - Income Taxes for additional information. [3] On December 10, 2018, the Governor of Puerto Rico signed into law Act No.257 of 2018, which amended the Puerto Rico Internal Revenue Code, to among other things, reduce the Puerto Rico corporate tax rate from 39% to 37.5%. The resulting adjustments reduced the DTA related to the Corporation’s P.R. operations as a result of a lower realizable benefit at the lower tax rate. Refer to Note 37 - Income Taxes for additional information. Table 38 - Adjusted Net Income for the Year Ended December 31, 2017 (Non-GAAP) (In thousands) U.S. GAAP Net income Non-GAAP Adjustments: Impact of the Tax Cuts and Jobs Act [1] Adjusted net income (Non-GAAP) Pre-tax Income tax effect Impact on net income $– $168,358 $107,681 168,358 $276,039 [1] On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”) was signed into law by the President of the United States. The Act, among other things, reduced the maximum federal Corporate Tax rate from 35% to 21%. The adjustments reduced the DTA related to the Corporation’s U.S. operations as a result of lower realizable benefit at the lower tax rate. POPULAR, INC. 2018 ANNUAL REPORT 55 Table 39 - Adjusted Net Income for the Year Ended December 31, 2016 (Non-GAAP) (In thousands) U.S. GAAP Net income Non-GAAP Adjustments: Impact of EVERTEC restatement [1] Bulk sale of WB loans and OREO [2] FDIC arbitration award [3] Goodwill impairment charge [5] Other FDIC - LSA adjustments [6] Income from discontinued operations [7] Adjusted net income (Non-GAAP) Pre-tax Income tax effect Impact on net income $ 2,173 (891) 171,757 3,801 8,806 (2,015) $ – 347[4] (41,108)[4] – (2,380)[4] 880 $216,691 2,173 (544) 130,649 3,801 6,426 (1,135) $358,061 [1] Represents Popular Inc.‘s proportionate share of the cumulative impact of EVERTEC restatement and other corrective adjustments to its financial statements, as disclosed in EVERTEC’s 2015 Annual Report on Form 10K. Due to the preferential tax rate on the income from EVERTEC, the tax effect of this transaction was insignificant tot he Corporation. [2] Represents the impact of the bulk sale of Westernbank loans and OREO. Gains and losses related to assets acquired from Westernbank as part of the FDIC assisted transaction are subject to the capital gains tax rate of 20%. [3] Represents the arbitration decision denying BPPR’s request for reimbursement in certain shared loss claims. Gains and losses related to assets acquired from Westernbank as part of the FDIC assisted transactions are subject to the capital gains tax rate of 20%. [4] Gains and losses related to assets acquired from Westernbank as part of the FDIC assisted transaction are subject to the capital gains tax rate of 20%. Other items related to the FDIC loss-sharing agreements are subject to the statutory tax rate of 39%. [5] Represents goodwill impairment charge in the Corporation’s securities subsidiary. The securities subsidiary is a limited liability company with a partnership election. Accordingly, its earnings flow through Popular, Inc., holding company, for income tax purpose. Since Popular, Inc. has a full valuation allowance on its deferred tax assets, this results in a effective tax rate of 0%. [6] Additional adjustments, including prior periods recoveries, related to restructured commercial loans to reduce the indemnification asset to its expected realizable value. [7] Represents income from the discontinued operations associated with the PB reorganization. 56 POPULAR, INC. 2018 ANNUAL REPORT Statistical Summary 2014-2018 Statements of Financial Condition (In thousands) Assets: Cash and due from banks Money market investments: Securities purchased under agreements to resell Time deposits with other banks Total money market investments Trading account debt securities, at fair value Debt securities available-for-sale, at fair value Debt securities held-to-maturity, at amortized cost Equity securities Loans held-for-sale, at lower of cost or fair value Loans held-in-portfolio: Loans not covered under loss-sharing agreements with the FDIC Loans covered under loss-sharing agreements with the FDIC Less – Unearned income Allowance for loan losses Total loans held-in-portfolio, net FDIC loss-share asset Premises and equipment, net Other real estate not covered under loss-sharing agreements with the FDIC Other real estate covered under loss-sharing agreements with the FDIC Accrued income receivable Mortgage servicing assets, at fair value Other assets Goodwill Other intangible assets Total assets Liabilities and Stockholders’ Equity Liabilities: Deposits: Non-interest bearing Interest bearing Total deposits Federal funds purchased and assets sold under agreements to repurchase Other short-term borrowings Notes payable Other liabilities Liabilities from discontinued operations Total liabilities Stockholders’ equity: Preferred stock Common stock Surplus Retained earnings Treasury stock – at cost Accumulated other comprehensive loss, net of tax Total stockholders’ equity Total liabilities and stockholders’ equity 2018 2017 At December 31, 2016 2015 2014 $ 394,035 $ 402,857 $ 362,394 $ 363,674 $ 381,095 – 4,171,048 4,171,048 37,787 13,300,184 101,575 155,584 51,422 26,663,713 – 155,824 569,348 25,938,541 – 569,808 – 5,255,119 5,255,119 33,926 10,176,923 107,019 165,103 132,395 24,423,427 517,274 130,633 623,426 24,186,642 45,192 547,142 23,637 2,866,580 2,890,217 52,034 8,207,684 111,299 164,513 88,821 96,338 2,083,754 2,180,092 64,527 6,060,594 114,101 168,580 137,000 151,134 1,671,252 1,822,386 131,334 5,312,537 116,367 158,524 106,104 22,895,172 572,878 121,425 540,651 22,805,974 69,334 543,981 22,453,813 646,115 107,698 537,111 22,455,119 310,221 502,611 19,498,286 2,542,662 93,835 601,792 21,345,321 542,454 494,581 136,705 169,260 180,445 155,231 135,500 – 166,022 169,777 1,714,134 671,122 26,833 $47,604,577 19,595 213,844 168,031 1,991,323 627,294 35,672 $44,277,337 32,128 138,042 196,889 2,145,510 627,294 45,050 $38,661,609 36,685 124,234 211,405 2,193,162 626,388 58,109 $35,761,733 130,266 121,818 148,694 1,636,519 465,676 37,595 $33,086,771 $ 9,149,036 30,561,003 39,710,039 $ 8,490,945 26,962,563 35,453,508 $ 6,980,443 23,515,781 30,496,224 $ 6,401,515 20,808,208 27,209,723 $ 5,783,748 19,023,787 24,807,535 281,529 42 1,256,102 921,808 – 42,169,520 390,921 96,208 1,536,356 1,696,439 – 39,173,432 479,425 1,200 1,574,852 911,951 – 33,463,652 762,145 1,200 1,662,508 1,019,018 1,815 30,656,409 1,271,657 21,200 1,701,904 1,012,029 5,064 28,819,389 50,160 1,043 4,365,606 1,651,731 (205,509) (427,974) 5,435,057 $47,604,577 50,160 1,042 4,298,503 1,194,994 (90,142) (350,652) 5,103,905 $44,277,337 50,160 1,040 4,255,022 1,220,307 (8,286) (320,286) 5,197,957 $38,661,609 50,160 1,038 4,229,156 1,087,957 (6,101) (256,886) 5,105,324 $35,761,733 50,160 1,036 4,196,458 253,717 (4,117) (229,872) 4,267,382 $33,086,771 POPULAR, INC. 2018 ANNUAL REPORT 57 2014 $1,478,750 4,224 150,569 1,633,543 688,471 945,072 223,999 46,135 674,938 30,615 (669) – (201) 4,358 40,591 (40,629) (103,024) 455,474 386,515 Statistical Summary 2014-2018 Statements of Operations (In thousands) Interest income: Loans Money market investments Investment securities Total interest income Less - Interest expense Net interest income Provision for loan losses - non-covered loans Provision (reversal) for loan losses - covered loans 2018 For the years ended December 31, 2015 2016 2017 $1,645,736 111,288 264,824 $1,478,765 51,495 195,684 $1,459,720 16,428 158,425 $1,458,706 7,243 137,065 2,021,848 286,971 1,734,877 226,342 1,730 1,725,944 223,980 1,501,964 319,682 5,742 1,634,573 212,518 1,422,055 171,126 (1,110) 1,603,014 194,031 1,408,983 217,458 24,020 Net interest income after provision for loan losses 1,506,805 1,176,540 1,252,039 1,167,505 Mortgage banking activities Net gain (loss) on sale of debt securities Other-than-temporary impairment losses on debt securities Net (loss) gain, including impairment on equity securities Trading (loss) profit on trading account debt securities Net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves FDIC loss-share income (expense) Other non-interest income Total non-interest income Operating expenses: Personnel costs All other operating expenses Total operating expenses 52,802 – – (2,081) (208) 33 (12,959) 94,725 520,182 652,494 25,496 83 (8,299) 251 (817) (420) (22,377) (10,066) 435,316 419,167 56,538 38 (209) 1,924 (785) 8,245 (17,285) (207,779) 457,249 297,936 81,802 141 (14,445) – (4,723) 542 (18,628) 20,062 454,790 519,541 562,988 858,574 476,762 780,434 477,395 778,240 470,203 818,018 424,568 769,116 1,421,562 1,257,196 1,255,635 1,288,221 1,193,684 Income (loss) from continuing operations, before income tax Income tax expense (benefit) 737,737 119,579 338,511 230,830 294,340 78,784 398,825 (495,172) (132,231) 58,279 Income (loss) from continuing operations Income (loss) from discontinued operations, net of income tax $ 618,158 – $ 107,681 – $ 215,556 1,135 $ 893,997 1,347 $ (190,510) (122,980) Net Income (Loss) $ 618,158 $ 107,681 $ 216,691 $ 895,344 $ (313,490) Net Income (Loss) Applicable to Common Stock $ 614,435 $ 103,958 $ 212,968 $ 891,621 $ (317,213) 58 POPULAR, INC. 2018 ANNUAL REPORT Statistical Summary 2014-2018 Average Balance Sheet and Summary of Net Interest Income On a Taxable Equivalent Basis* (Dollars in thousands) Assets Interest earning assets: Money market investments U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations and mortgage-backed securities Other Total investment securities Trading account securities Loans (net of unearned income) Total interest earning assets/ Interest income Total non-interest earning assets Total assets from continuing operations Total assets from discontinued operations Total assets Liabilities and Stockholders’ Equity Interest bearing liabilities: Savings, NOW, money market and other interest bearing demand accounts Time deposits Short-term borrowings Notes payable Total interest bearing liabilities/ Interest expense Total non-interest bearing liabilities Total liabilities from continuing operations Total liabilities from discontinued operations Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity 2018 2017 2016 Average Balance Interest Average Rate Average Balance Interest Average Rate Average Balance Interest Average Rate $ 5,943,442 $ 111,289 1.87% $ 4,480,651 $ 6,189,239 168,885 2.73 2,969,635 51,496 1.15% $ 3,103,390 $ 49,916 1.68 1,567,364 16,428 0.53% 21,835 1.39 515,870 10,664 2.07 667,140 13,593 2.04 810,568 15,743 1.94 96,801 6,816 7.04 111,455 7,409 6.65 127,694 8,496 6.65 5,216,728 174,095 12,192,733 76,461 168,565 3.23 9,432 5.42 364,362 2.99 5,772 7.55 25,062,730 1,681,540 6.71 5,667,586 185,672 9,601,488 75,111 182,485 3.22 9,290 5.00 262,693 2.74 5,728 7.63 23,511,293 1,515,092 6.44 4,735,418 188,145 7,429,189 118,341 147,097 3.11 8,944 4.75 202,115 2.72 8,083 6.83 23,062,242 1,495,639 6.49 $43,275,366 $2,162,963 5.00% $37,668,543 $1,835,009 4.87% $33,713,162 $1,722,265 5.11% 3,364,492 $46,639,858 – $46,639,858 3,735,596 $41,404,139 – $41,404,139 – – 3,900,580 $37,613,742 – $37,613,742 – – – – $22,127,223 $ 112,543 0.51% $18,218,583 $ 91,722 1.21 7,210 2.01 75,496 4.96 7,625,484 452,205 1,548,635 7,569,884 358,418 1,520,812 57,714 0.32% $14,548,307 $ 84,150 1.10 5,725 1.27 76,392 4.93 7,910,063 763,496 1,575,903 45,550 0.31% 82,027 1.04 7,812 1.02 77,129 4.89 286,971 0.91 – – 31,576,337 9,621,378 41,197,715 – 41,197,715 5,442,143 223,981 0.80 – – 27,844,907 8,214,703 36,059,610 – 36,059,610 5,344,529 212,518 0.86 – – 24,797,769 7,535,742 32,333,511 1,754 32,335,265 5,278,477 $46,639,858 $41,404,139 $37,613,742 Net interest income on a taxable equivalent basis Cost of funding earning assets Net interest margin Effect of the taxable equivalent adjustment Net interest income per books $1,875,992 $1,611,028 $1,509,747 0.66% 4.34% 0.59% 4.28% 0.63% 4.48% 141,116 $1,734,876 109,065 $1,501,963 87,692 $1,422,055 * Shows the effect of the tax exempt status of some loans and investments on their yield, using the applicable statutory income tax rates. The computation considers the interest expense disallowance required by the Puerto Rico Internal Revenue Code. This adjustment is shown in order to compare the yields of the tax exempt and taxable assets on a taxable basis. Note: Average loan balances include the average balance of non-accruing loans. No interest income is recognized for these loans in accordance with the Corporation’s policy. POPULAR, INC. 2018 ANNUAL REPORT 59 Statistical Summary 2014-2018 Average Balance Sheet and Summary of Net Interest Income On a Taxable Equivalent Basis (Dollars in thousands) Assets Interest earning assets: Money market investments U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations and mortgage-backed securities Other Total investment securities Trading account securities Loans (net of unearned income) Average Balance 2015 Interest Average Rate Average Balance 2014 Interest Average Rate $ 2,382,045 $ 7,243 0.30% $ 1,305,326 $ 921,249 1,278,469 13,559 21,962 1.47 1.72 264,393 2,006,170 4,224 4,730 31,913 0.32% 1.79 1.59 159,110 11,776 7.40 188,125 13,450 7.15 3,275,702 188,849 5,823,379 200,349 105,562 9,758 162,617 13,067 23,045,308 1,503,493 3.22 5.17 2.79 6.52 6.52 3,231,806 203,944 5,894,438 330,758 101,650 10,276 162,019 20,903 22,366,751 1,533,079 3.15 5.04 2.75 6.32 6.85 Total interest earning assets/Interest income $ 31,451,081 $ 1,686,420 5.36% $ 29,897,273 $ 1,720,225 5.75% Total non-interest earning assets Total assets from continuing operations Total assets from discontinued operations 3,735,224 $ 35,186,305 3,758,897 $ 33,656,170 – – – 1,525,687 – – Total assets $ 35,186,305 $ 35,181,857 Liabilities and Stockholders’ Equity Interest bearing liabilities: Savings, NOW, money market and other interest bearing demand accounts Time deposits Short-term borrowings Notes payable $ $ 12,474,170 8,157,908 1,028,406 1,728,928 36,290 71,243 7,512 78,986 $ 0.29% $ 11,557,597 7,556,109 0.87 1,886,662 0.73 1,627,541 4.57 Total interest bearing liabilities/Interest expense 23,389,412 194,031 0.83 Total non-interest bearing liabilities Total liabilities from continuing operations Total liabilities from discontinued operations Total liabilities Stockholders’ equity 7,089,940 30,479,352 2,091 30,481,443 4,704,862 Total liabilities and stockholders’ equity $ 35,186,305 – – 22,627,909 6,409,810 29,037,719 1,588,386 30,626,105 4,555,752 $ 35,181,857 30,692 74,395 67,376 516,008 688,471 0.27% 0.98 3.57 31.70 3.04 – – Net interest income on a taxable equivalent basis $ 1,492,389 $ 1,031,754 Cost of funding earning assets Net interest margin Effect of the taxable equivalent adjustment Net interest income per books 0.62% 4.74% 2.30% 3.45% 83,406 $ 1,408,983 86,682 $ 945,072 * Shows the effect of the tax exempt status of loans and investments on their yield, using the applicable statutory income tax rates. The computation considers the interest expense disallowance required by the Puerto Rico Internal Revenue Code. This adjustment is shown in order to compare the yield of the tax exempt and taxable assets on a taxable basis. Note: Average loan balances include the average balance of non-accruing loans. No interest income is recognized for these loans in accordance with the Corporation’s policy. 60 POPULAR, INC. 2018 ANNUAL REPORT Statistical Summary 2017-2018 Quarterly Financial Data (In thousands, except per common share information) Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Third Quarter Second Quarter First Quarter 2018 2017 Summary of Operations Interest income Interest expense Net interest income Provision for loan losses - non-covered loans Provision (reversal) for loan losses - covered loans Mortgage banking activities Net gain on sale of debt securities Other-than-temporary impairment losses on debt securities Net (loss) gain, including impairment on equity securities Net profit (loss) on trading account debt securities Net gain (loss) on sale of loans, including valuation $559,555 $528,365 $480,850 $453,078 $ 445,333 $435,883 $428,733 $415,995 53,897 60,031 83,330 58,117 57,712 54,254 76,896 66,714 476,225 42,568 – 19,394 – 451,469 54,387 – 11,269 – 414,136 60,054 – 10,071 – 393,047 69,333 1,730 12,068 – 387,216 70,001 1,487 (1,853) – 378,171 157,659 3,100 5,239 83 374,479 49,965 2,514 10,741 – 362,098 42,057 (1,359) 11,369 – – (2,039) 91 – 370 (122) – 234 21 – – (646) (198) – 50 (137) – 20 253 (8,299) 19 (655) – 162 (278) – – (420) – – adjustments on loans held-for-sale 33 – Adjustments (expense) to indemnity reserves on loans sold FDIC loss-share income (expense) Other non-interest income Operating expenses Income before income tax Income tax expense (benefit) Net income (loss) (6,477) – 142,165 396,455 (3,029) – 142,533 365,437 (527) 102,752 122,258 337,668 (2,926) (8,027) 113,226 322,002 190,369 83,966 182,666 42,018 251,223 (28,560) 113,479 22,155 (11,075) 2,614 96,532 321,955 79,904 182,058 (6,406) (3,948) 105,553 317,088 (2,930) (475) 118,392 306,835 (1,966) (8,257) 114,839 311,318 698 (19,966) 131,958 35,732 125,951 33,006 $106,403 $140,648 $279,783 $ 91,324 $(102,154) $ 20,664 $ 96,226 $ 92,945 Net income (loss) applicable to common stock $105,472 $139,718 $278,852 $ 90,393 $(103,085) $ 19,734 $ 95,295 $ 92,014 Net income (loss) per common share - basic Net income (loss) per common share - diluted Dividends Declared per Common Share $ $ $ 1.06 $ 1.38 $ 2.74 $ 0.89 $ (1.01) $ 0.19 $ 0.94 $ 1.05 $ 1.38 $ 2.73 $ 0.89 $ (1.01) $ 0.19 $ 0.94 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.89 0.89 0.25 Selected Average Balances (In millions) Total assets Loans Interest earning assets Deposits Interest bearing liabilities Selected Ratios Return on assets Return on equity $ 47,920 $ 47,490 $ 46,851 $ 44,250 $ 43,252 $ 41,703 $ 41,071 $ 39,546 23,353 35,775 31,340 26,330 25,591 44,138 39,277 32,267 23,830 39,496 34,905 29,075 23,309 37,327 32,940 27,665 24,073 40,821 36,068 29,663 26,337 44,615 39,890 32,642 24,219 43,477 38,663 31,650 23,548 38,031 33,503 28,243 0.88% 1.17% 2.40% 0.84% (0.94)% 0.20% 0.94% 0.95% 7.57 (7.67) 20.84 10.10 7.24 7.13 7.06 1.47 Note: Because each reporting period stands on its own the sum of the net income (loss) per common share for the quarters may not equal to the net income (loss) per common share for the year. POPULAR, INC. 2018 ANNUAL REPORT 61 Report of Management on Internal Control Over Financial Reporting The management of Popular, Inc. (the “Corporation”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a - 15(f) and 15d - 15(f) under the Securities Exchange Act of 1934 and for our assessment of internal control over financial reporting. The Corporation’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America, and includes controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA). The Corporation’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Corporation; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Corporation are being made only in accordance with authorizations of management and directors of the Corporation; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Corporation’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The management of Popular, Inc. has assessed the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). On August 1, 2018 the Corporation completed the acquisition of certain assets and the assumption of certain liabilities from Reliable Financial Services, Inc. and Reliable Finance Holding Co. (“Reliable”), subsidiaries of Wells Fargo & Company related to their auto finance business in Puerto Rico. The Reliable business’ total assets and total revenues represented approximately 4% and 4%, respectively, of the related consolidated financial statements as of and for the period ended December 31, 2018. The Corporation has excluded the acquired business from its assessment of the design and effectiveness of internal controls over financial reporting for the fiscal year 2018. The Corporation made this determination in accordance with the SEC’s guidance which permits the exclusion of a recently acquired business from the scope of this assessment in the year of acquisition. Based on our assessment, management concluded that the Corporation maintained effective internal control over financial reporting as of December 31, 2018 based on the criteria referred to above. The Corporation’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2018, as stated in their report dated March 1, 2019 which appears herein. Ignacio Alvarez President and Chief Executive Officer Carlos J. Vázquez Executive Vice President and Chief Financial Officer 62 POPULAR, INC. 2018 ANNUAL REPORT Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Popular, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial condition of Popular, Inc. and its subsidiaries (the “Corporation”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Corporation’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Corporation as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Corporation’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Corporation’s consolidated financial statements and on the Corporation’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in the Report of Management on Internal Control over Financial Reporting, management has excluded the Reliable business from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Corporation in a purchase business combination during 2018. We have also excluded the Reliable business from our audit of internal control over financial reporting. Reliable is a wholly owned business of the Corporation whose total assets and total POPULAR, INC. 2018 ANNUAL REPORT 63 revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 4% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management’s assessment and our audit of Popular, Inc.’s internal control over financial reporting also included controls over the preparation of financial statements in accordance with the instructions to the Consolidated Financial Statements for Bank Holding Companies (Form FR Y-9C) to comply with the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Improvement Act (FDICIA). A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. San Juan, Puerto Rico March 1, 2019 CERTIFIED PUBLIC ACCOUNTANTS (OF PUERTO RICO) License No. LLP-216 Expires Dec. 1, 2019 Stamp E356159 of the P.R. Society of Certified Public Accountants has been affixed to the file copy of this report We have served as the Corporation’s auditor since 1971, which includes periods before the Corporation became subject to SEC reporting requirements. 64 POPULAR, INC. 2018 ANNUAL REPORT POPULAR, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION December 31, 2018 (In thousands, except share information) December 31, 2017 Assets: Cash and due from banks Money market investments: Time deposits with other banks Total money market investments Trading account debt securities, at fair value: Pledged securities with creditors’ right to repledge Other trading account debt securities Debt securities available-for-sale, at fair value: Pledged securities with creditors’ right to repledge Other debt securities available-for-sale Debt securities held-to-maturity, at amortized cost (fair value 2018 - $102,653; 2017 - $97,501) Equity securities (realizable value 2018 - $159,821); (2017 - $168,417) Loans held-for-sale, at lower of cost or fair value Loans held-in-portfolio: Loans not covered under loss-sharing agreements with the FDIC Loans covered under loss-sharing agreements with the FDIC Less – Unearned income Allowance for loan losses Total loans held-in-portfolio, net FDIC loss-share asset Premises and equipment, net Other real estate not covered under loss-sharing agreements with the FDIC Other real estate covered under loss-sharing agreements with the FDIC Accrued income receivable Mortgage servicing assets, at fair value Other assets Goodwill Other intangible assets Total assets Liabilities and Stockholders’ Equity Liabilities: Deposits: Non-interest bearing Interest bearing Total deposits Assets sold under agreements to repurchase Other short-term borrowings Notes payable Other liabilities Total liabilities Commitments and contingencies (Refer to Note 25) Stockholders’ equity: Preferred stock, 30,000,000 shares authorized; 2,006,391 shares issued and outstanding Common stock, $0.01 par value; 170,000,000 shares authorized; 104,320,303 shares issued (2017 - 104,238,159) and 99,942,845 shares outstanding (2017 - 102,068,981) Surplus Retained earnings Treasury stock - at cost, 4,377,458 shares (2017 - 2,169,178) Accumulated other comprehensive loss, net of tax Total stockholders’ equity Total liabilities and stockholders’ equity The accompanying notes are an integral part of these Consolidated Financial Statements. $ 394,035 $ 402,857 4,171,048 4,171,048 598 37,189 280,502 13,019,682 101,575 155,584 51,422 26,663,713 – 155,824 569,348 25,938,541 – 569,808 136,705 – 166,022 169,777 1,714,134 671,122 26,833 5,255,119 5,255,119 625 33,301 393,634 9,783,289 107,019 165,103 132,395 24,423,427 517,274 130,633 623,426 24,186,642 45,192 547,142 169,260 19,595 213,844 168,031 1,991,323 627,294 35,672 $47,604,577 $44,277,337 $ 9,149,036 30,561,003 $ 8,490,945 26,962,563 39,710,039 35,453,508 281,529 42 1,256,102 921,808 390,921 96,208 1,536,356 1,696,439 42,169,520 39,173,432 50,160 50,160 1,043 4,365,606 1,651,731 (205,509) (427,974) 5,435,057 1,042 4,298,503 1,194,994 (90,142) (350,652) 5,103,905 $47,604,577 $44,277,337 POPULAR, INC. 2018 ANNUAL REPORT 65 POPULAR, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share information) Interest income: Loans Money market investments Investment securities Total interest income Interest expense: Deposits Short-term borrowings Long-term debt Total interest expense Net interest income Provision for loan losses - non-covered loans Provision (reversal) for loan losses - covered loans Net interest income after provision for loan losses Service charges on deposit accounts Other service fees Mortgage banking activities (Refer to Note 11) Net gain on sale of debt securities Other-than-temporary impairment losses on debt securities Net (loss) gain, including impairment on equity securities Net loss on trading account debt securities Net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves on loans sold FDIC loss-share income (expense) (Refer to Note 35) Other operating income Total non-interest income Operating expenses: Personnel costs Net occupancy expenses Equipment expenses Other taxes Professional fees Communications Business promotion FDIC deposit insurance Loss on early extinguishment of debt Other real estate owned (OREO) expenses Other operating expenses Amortization of intangibles Goodwill impairment charge Total operating expenses Income from continuing operations before income tax Income tax expense Income from continuing operations Income from discontinued operations, net of tax Net Income Net Income Applicable to Common Stock Net Income per Common Share – Basic Net income from continuing operations Net income from discontinued operations Net Income per Common Share – Basic Net Income per Common Share – Diluted Net income from continuing operations Net income from discontinued operations Net Income per Common Share – Diluted The accompanying notes are an integral part of these consolidated financial statements. 66 POPULAR, INC. 2018 ANNUAL REPORT Years ended December 31, 2017 2016 2018 $1,645,736 111,288 264,824 2,021,848 $1,478,765 51,495 195,684 1,725,944 $1,459,720 16,428 158,425 1,634,573 204,265 7,210 75,496 286,971 1,734,877 226,342 1,730 1,506,805 150,677 258,020 52,802 – – (2,081) (208) 33 (12,959) 94,725 111,485 652,494 562,988 88,329 71,788 46,284 349,844 23,107 65,918 27,757 12,522 23,338 140,361 9,326 – 1,421,562 737,737 119,579 618,158 – $ 618,158 141,864 5,724 76,392 223,980 1,501,964 319,682 5,742 1,176,540 153,709 217,267 25,496 83 (8,299) 251 (817) (420) (22,377) (10,066) 64,340 419,167 476,762 89,194 65,142 43,382 292,488 22,466 58,445 26,392 – 48,540 125,007 9,378 – 1,257,196 338,511 230,830 107,681 – $ 107,681 127,577 7,812 77,129 212,518 1,422,055 171,126 (1,110) 1,252,039 160,836 234,770 56,538 38 (209) 1,924 (785) 8,245 (17,285) (207,779) 61,643 297,936 477,395 85,653 62,225 42,304 323,043 23,897 53,014 24,512 – 47,119 100,528 12,144 3,801 1,255,635 294,340 78,784 215,556 1,135 $ 216,691 $ 614,435 $ 103,958 $ 212,968 6.07 – 6.07 6.06 – 6.06 $ $ 1.02 – 1.02 1.02 – 1.02 $ $ 2.05 0.01 2.06 2.05 0.01 2.06 $ $ POPULAR, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years ended December 31, 2017 (In thousands) 2018 2016 Net income Reclassification to retained earnings due to cumulative effect of accounting change Other comprehensive loss before tax: Foreign currency translation adjustment Adjustment of pension and postretirement benefit plans Amortization of net losses Amortization of prior service credit Unrealized holding losses on debt securities arising during the period Other-than-temporary impairment included in net income Reclassification adjustment for gains included in net income Unrealized holding gains on equity securities arising during the period Reclassification adjustment for gains included in net income Unrealized net gains (losses) on cash flow hedges Reclassification adjustment for net (gains) losses included in net income Other comprehensive loss before tax Income tax (expense) benefit Total other comprehensive loss, net of tax Comprehensive income, net of tax Tax effect allocated to each component of other comprehensive loss: (In thousands) Adjustment of pension and postretirement benefit plans Amortization of net losses Amortization of prior service credit Unrealized holding losses on debt securities arising during the period Other-than-temporary impairment included in net income Reclassification adjustment for gains included in net income Unrealized holding gains on equity securities arising during the period Reclassification adjustment for gains included in net income Unrealized net gains (losses) on cash flow hedges Reclassification adjustment for net (gains) losses included in net income Income tax (expense) benefit The accompanying notes are an integral part of these consolidated financial statements. $618,158 $107,681 $216,691 (605) – – (6,902) (15,497) 21,542 (3,470) (71,255) – – – – 536 (1,110) (76,761) (561) (77,322) (3,078) (8,465) 22,428 (3,800) (45,307) 8,299 (83) 151 (251) (1,295) 1,888 (29,513) (853) (30,366) (4,026) (18,691) 21,948 (3,800) (59,830) 209 (38) 164 (341) (3,612) 3,149 (64,868) 1,468 (63,400) $540,836 $ 77,315 $153,291 Years ended December 31, 2017 2016 2018 $ 6,044 (8,401) 1,354 219 – – – – (210) 433 $ (561) $ 3,301 (8,744) 1,482 4,861 (1,559) 17 (30) 50 505 (736) $ (853) $ 7,289 (8,562) 1,482 872 (42) 8 209 31 1,409 (1,228) $ 1,468 POPULAR, INC. 2018 ANNUAL REPORT 67 POPULAR, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (In thousands) Balance at December 31, 2015 Net income Issuance of stock Tax windfall benefit on vesting of restricted stock Dividends declared: Common stock Preferred stock Common stock purchases Common stock reissuance Other comprehensive loss, net of tax Transfer to statutory reserve Balance at December 31, 2016 Net income Issuance of stock Dividends declared: Common stock Preferred stock Common stock purchases Common stock reissuance Stock based compensation Other comprehensive loss, net of tax Transfer to statutory reserve Balance at December 31, 2017 Cumulative effect of accounting change Net income Issuance of stock Dividends declared: Common stock Preferred stock Common stock purchases Common stock reissuance Stock based compensation Other comprehensive loss, net of tax Transfer to statutory reserve Balance at December 31, 2018 Disclosure of changes in number of shares: Preferred Stock: Balance at beginning and end of year Common Stock: Balance at beginning of year Issuance of stock Balance at end of year Treasury stock Common Stock – Outstanding Common stock Preferred stock Surplus Retained earnings Treasury stock Accumulated other comprehensive loss $1,038 $50,160 $4,229,156 $1,087,957 $ (6,101) $(256,886) 2 7,435 47 216,691 (62,234) (3,723) (2,202) 17 (63,400) 18,384 (18,384) Total $5,105,324 216,691 7,437 47 (62,234) (3,723) (2,202) 17 (63,400) – $1,040 $50,160 $4,255,022 $1,220,307 $ (8,286) $(320,286) $5,197,957 2 6,945 107,681 (102,136) (3,723) 4,518 (13) 4,896 (81,938) 82 27,135 (27,135) (30,366) 107,681 6,947 (102,136) (3,723) (77,420) 69 4,896 (30,366) – $1,042 $50,160 $4,298,503 $1,194,994 $ (90,142) $(350,652) $5,103,905 1 3,340 1,935 618,158 (101,293) (3,723) (86) 351 5,158 (127,379) 3,576 8,436 58,340 (58,340) (77,322) 1,935 618,158 3,341 (101,293) (3,723) (127,465) 3,927 13,594 (77,322) – $1,043 $50,160 $4,365,606 $1,651,731 $(205,509) $(427,974) $5,435,057 Years ended December 31, 2016 2017 2018 2,006,391 2,006,391 2,006,391 104,238,159 82,144 104,058,684 179,475 103,816,185 242,499 104,320,303 (4,377,458) 104,238,159 (2,169,178) 104,058,684 (267,752) 99,942,845 102,068,981 103,790,932 The accompanying notes are an integral part of these consolidated financial statements. 68 POPULAR, INC. 2018 ANNUAL REPORT POPULAR, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses Goodwill impairment losses Amortization of intangibles Depreciation and amortization of premises and equipment Net accretion of discounts and amortization of premiums and deferred fees Share-based compensation Impairment losses on long-lived assets Other-than-temporary impairment on debt securities Fair value adjustments on mortgage servicing rights FDIC loss-share (income) expense Adjustments (expense) to indemnity reserves on loans sold Earnings from investments under the equity method, net of dividends or distributions Deferred income tax (benefit) expense Loss (gain) on: Disposition of premises and equipment and other productive assets Proceeds from insurance claims Early extinguishment of debt Sale and valuation adjustments of debt securities Sale of loans, including valuation adjustments on loans held-for-sale and mortgage banking activities Sale of foreclosed assets, including write-downs Acquisitions of loans held-for-sale Proceeds from sale of loans held-for-sale Net originations on loans held-for-sale Net decrease (increase) in: Trading debt securities Equity securities Accrued income receivable Other assets Net (decrease) increase in: Interest payable Pension and other postretirement benefits obligation Other liabilities Total adjustments Net cash provided by operating activities Cash flows from investing activities: Net decrease (increase) in money market investments Purchases of investment securities: Available-for-sale Equity Proceeds from calls, paydowns, maturities and redemptions of investment securities: Available-for-sale Held-to-maturity Equity Proceeds from sale of investment securities: Available-for-sale Equity Net disbursements on loans Proceeds from sale of loans Acquisition of loan portfolios Net payments (to) from FDIC under loss sharing agreements Payments to acquire businesses, net of cash acquired Return of capital from equity method investments Acquisition of premises and equipment Proceeds from insurance claims Proceeds from sale of: Premises and equipment and other productive assets Foreclosed assets Net cash used in investing activities Cash flows from financing activities: Net increase (decrease) in: Deposits Assets sold under agreements to repurchase Other short-term borrowings Payments of notes payable Payments for debt extinguishment Proceeds from issuance of notes payable Proceeds from issuance of common stock Dividends paid Net payments for repurchase of common stock Payments related to tax withholding for share-based compensation Net cash provided by financing activities Net (decrease) increase in cash and due from banks, and restricted cash Cash and due from banks, and restricted cash at beginning of period Cash and due from banks, and restricted cash at end of period The accompanying notes are an integral part of these consolidated financial statements. Years ended December 31, 2018 2017 2016 $ 618,158 $ 107,681 $ 216,691 228,072 – 9,326 53,300 (87,154) 10,521 272 – 8,477 (94,725) 12,959 (24,217) (12,320) 15,984 (20,147) 12,522 – (9,681) 6,833 (232,264) 66,687 (254,582) 458,447 (1,622) 49,288 264,841 (9,786) 4,558 (226,244) 229,345 847,503 325,424 – 9,378 48,364 (22,310) – 4,784 8,299 36,519 10,066 22,377 (18,247) 207,428 4,281 – – (83) (16,670) 21,715 (244,385) 69,464 (315,522) 503,108 (1,269) (75,802) (65,844) 2,549 (13,100) 28,279 528,803 636,484 170,016 3,801 12,144 46,874 (40,786) – – 209 25,336 207,779 17,285 (14,405) 61,574 4,094 – – (39) (35,517) 19,357 (310,217) 89,887 (510,783) 754,478 8,487 (13,808) (47,130) 165 (55,678) (13,241) 379,882 596,573 1,083,515 (2,366,932) (713,538) (10,050,165) (13,068) (4,139,650) (29,672) (3,407,779) (14,130) 6,946,209 7,280 – – 24,209 (6,665) 29,669 (601,550) (25,012) (1,843,333) 4,090 (80,549) 20,147 9,185 105,371 (4,390,667) 4,259,651 (109,391) (96,167) (755,966) (12,522) 473,819 7,268 (105,441) (125,264) (2,201) 3,533,786 (9,378) 412,629 403,251 $ 2,023,295 6,232 – 1,227,966 4,588 9,539 14,423 30,250 (398,676) 415 (535,534) (7,679) – 8,194 (62,697) – 4,815 – (267,205) 141,363 (535,445) 98,518 – 4,848 (100,320) – 9,753 96,540 (5,351,738) 8,897 83,357 (3,454,526) 4,954,105 (88,505) 95,008 (95,607) – 55,000 7,016 (95,910) (75,664) (1,756) 4,753,687 38,433 374,196 412,629 $ 3,286,428 (282,719) – (254,816) – 165,047 7,437 (65,932) (563) (1,623) 2,853,259 (4,694) 378,890 374,196 $ POPULAR, INC. 2018 ANNUAL REPORT 69 Note 1 - Nature of Operations Note 2 - Summary of Significant Accounting Policies Note 3 - New Accounting Pronouncements Note 4 - Business Combination Note 5 - Restrictions on Cash and Due from Banks and Certain Securities Note 6 - Debt Securities Available-For-Sale Note 7 - Debt Securities Held-to-Maturity Note 8 - Loans Note 9 - Allowance for Loan Losses Note 10 - FDIC Loss Share Asset and True-Up Payment Obligation Note 11 - Mortgage Banking Activities Note 12 - Transfers of Financial Assets and Mortgage Servicing Assets Note 13 - Premises and Equipment Note 14 - Other Real Estate Owned Note 15 - Other Assets Note 16 - Investment in Equity Investees Note 17 - Goodwill and Other Intangible Assets Note 18 - Deposits Note 19 - Borrowings Note 20 - Trust Preferred Securities Note 21 - Stockholders’ Equity Note 22 - Regulatory Capital Requirements Note 23 - Other Comprehensive Loss Note 24 - Guarantees Note 25 - Commitments and Contingencies Note 26 - Non-consolidated Variable Interest Entities Note 27 - Derivative Instruments and Hedging Activities Note 28 - Related Party Transactions Note 29 - Fair Value Measurement Note 30 - Fair Value of Financial Instruments Note 31 - Employee Benefits Note 32 - Net Income per Common Share Note 33 - Revenue from Contracts with Customers Note 34 - Rental Expense and Commitments Note 35 - FDIC Loss Share Income (Expense) Note 36 - Stock-Based Compensation Note 37 - Income Taxes Note 38 - Supplemental Disclosure on the Consolidated Statements of Cash Flows Note 39 - Segment Reporting Note 40 - Popular, Inc. (Holding company only) Financial Information Note 41 - Condensed Consolidating Financial Information of Guarantor and Issuers of Registered Guaranteed Securities Note 42 - Subsequent Events 71 71 80 86 87 88 91 93 98 115 116 116 119 120 121 121 121 124 124 127 128 130 132 133 135 140 142 145 150 156 159 164 165 167 167 167 169 172 173 175 179 188 Notes to Consolidated Financial Statements 70 POPULAR, INC. 2018 ANNUAL REPORT 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. Prior to April 9, 2018, PB operated under the legal name of Banco Popular North America and conducted business under the assumed name of Popular Community Bank. Note 39 to the Consolidated Financial Statements presents the Corporation’s information about business segments. Note 2 - Summary of significant accounting policies The accounting and financial reporting policies of Popular, Inc. and its conform with accounting principles generally accepted in the United States of America and with prevailing practices within the financial services industry. “Corporation”) subsidiaries (the The following is a description of the most significant of these policies: Principles of consolidation The consolidated financial statements include the accounts of Popular, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. In accordance with the consolidation guidance for variable interest entities, the Corporation would also consolidate any variable interest entities (“VIEs”) for which it has a controlling financial interest; and therefore, it is the primary beneficiary. Assets held in a fiduciary capacity are not assets of the Corporation and, accordingly, are not included in the Consolidated Statements of Financial Condition. Unconsolidated investments, in which there is at least 20% ownership and the Corporation exercises significant influence, are generally accounted for by the equity method with earnings recorded in other operating income. These investments are included in other assets and the Corporation’s proportionate share of income or loss is included in other operating income. Those investments in which there is less than 20% ownership, are generally carried under the cost method of accounting, unless the cost method, the Corporation recognizes income when dividends are received. Limited partnerships are accounted for by the influence is exercised. Under significant equity method unless the investor’s interest is so “minor” that the limited partner may have virtually no influence over partnership operating and financial policies. Statutory business trusts that are wholly-owned by the Corporation and are issuers of trust preferred securities are not consolidated in the Corporation’s Consolidated Financial Statements. liabilities control. Also, in the acquiree at Business combinations Business combinations are accounted for under the acquisition method. Under this method, assets acquired, liabilities assumed and any noncontrolling interest the acquisition date are measured at their fair values as of the acquisition date. The acquisition date is the date the acquirer arising from assets or obtains noncontractual contingencies are measured at their acquisition date at fair value only if it is more likely than not that they meet the definition of an asset or liability. Acquisition-related restructuring costs that do not meet certain criteria of exit or disposal activities are expensed as incurred. Transaction costs are expensed as incurred. Changes in income tax valuation allowances for acquired deferred tax assets are recognized in to the measurement period as an earnings adjustment to income tax expense. Contingent consideration classified as an asset or a liability is remeasured to fair value at each reporting date until the contingency is resolved. The the contingent consideration are changes in fair value of recognized in earnings unless the arrangement is a hedging instrument for which changes are initially recognized in other comprehensive income. subsequent On August 1, 2018, Popular, Inc., through its subsidiary Popular Auto, LLC, 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”). The Corporation determined that this acquisition constituted a business combination as defined by the Financial Accounting Standards Board (“FASB”) Codification (“ASC”) Topic 805 Business “Business Combinations”. Refer combination, for further details on the Reliable Transaction. to Note 4, There were no significant business combinations during 2017 and 2016. requires management 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 and America 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. to make estimates POPULAR, INC. 2018 ANNUAL REPORT 71 Fair value measurements The Corporation determines the fair values of its financial instruments based on the fair value framework established in the guidance for Fair Value Measurements in ASC Subtopic 820-10, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard describes three levels of inputs that may be used to measure fair value which are (1) quoted market prices for active markets, (2) observable market-based inputs or unobservable inputs that are corroborated by market data, and (3) unobservable inputs that are not corroborated by market data. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. liabilities identical assets or in The guidance in ASC Subtopic 820-10 also addresses measuring fair value in situations where markets are inactive and transactions are not orderly. Transactions or quoted prices for assets and liabilities may not be determinative of fair value when transactions are not orderly, and thus, may require adjustments to estimate fair value. Price quotes based on transactions that are not orderly should be given little, if any, in measuring fair value. Price quotes based on weight transactions that are orderly shall be considered in determining fair value, and the weight given is based on facts and circumstances. If sufficient information is not available to determine if price quotes are based on orderly transactions, less weight should be given to the price quote relative to other transactions that are known to be orderly. Investment securities Investment securities are classified in four categories and accounted for as follows: • Debt securities that the Corporation has the intent and ability to hold to maturity are classified as debt securities held-to-maturity and reported at amortized cost. The Corporation may not sell or transfer held-to-maturity securities without calling into question its intent to hold other debt securities to maturity, unless a nonrecurring or that could not have been reasonably unusual event anticipated has occurred. An investment in debt securities is considered impaired if the fair value of the investment is less than its amortized cost. For other-than-temporary impairments, the Corporation assesses if it has both the intent and the ability to hold the security for a period of time sufficient to allow for an anticipated recovery in its fair value to its amortized cost. An other-than-temporary impairment not related to a credit loss (defined as the difference between the present value of the cash flows 72 POPULAR, INC. 2018 ANNUAL REPORT comprehensive expected to be collected and the amortized cost basis) for a held-to-maturity security is recognized in accumulated other the remaining life of the debt security. The amortized cost basis for a debt security is adjusted by the credit loss amount of other-than-temporary impairments. and amortized over loss • Debt securities classified as trading securities are reported at fair value, with unrealized gains and losses included in non-interest income. is loss. The income or comprehensive recorded in non-interest • Debt securities not classified as either held-to-maturity or trading, and which have a readily available fair value, are classified as debt securities available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of taxes, in accumulated other specific identification method is used to determine realized gains and losses on debt securities available-for-sale, which are included in net gain (loss) on sale of debt securities in the Consolidated Statements of Operations. Declines in the value of debt securities that are considered other-than- temporary reduce the value of the asset, and the estimated loss income. For debt securities, the Corporation assesses whether (a) it has the intent to sell the debt security, or (b) it is more likely than not that it will be required to sell the debt security before its anticipated recovery. If either of these conditions is met, an other-than-temporary impairment on the security is recognized. In instances in which a determination is made that a credit loss (defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis) exists but the entity does not intend to sell the debt security and it is not more likely than not that the entity will be required to sell the debt security before the anticipated recovery of its remaining amortized cost basis (i.e., the amortized cost basis less any current-period credit loss), the impairment is separated into (a) the amount of the total impairment related to the credit loss, and (b) the amount of the total impairment related to all other factors. The amount of the total impairment related to the credit loss is recognized in the Consolidated Statements of Operations. The amount of the total impairment related to all other factors is recognized in other comprehensive loss. The other-than- temporary impairment analyses for debt securities are performed on a quarterly basis. • Equity securities that have readily available fair values are reported at fair value. Equity securities that do not have readily available fair values are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Stock is owned by the Corporation to comply with that regulatory requirements, such as Federal Reserve Bank and Federal Home Loan Bank (“FHLB”) stock, is included in this category, and their realizable value equals their cost. Unrealized gains and losses of equity securities are included in net gain (loss), including impairment on equity securities in the Consolidated Statements of Operations. The amortization of premiums is deducted and the accretion of discounts is added to net interest income based on the interest method over the outstanding period of the related securities. Purchases and sales of securities are recognized on a trade date basis. Derivative financial instruments All derivatives are recognized on the Statements of Financial Condition at fair value. The Corporation’s policy is not to offset the fair value amounts recognized for multiple derivative instruments executed with the same counterparty under a master netting arrangement nor to offset the fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from the same master netting arrangement as the derivative instruments. For a cash flow hedge, changes in the fair value of the derivative instrument, to the extent that it is effective, are recorded net of taxes in accumulated other comprehensive income/(loss) and subsequently reclassified to net income (loss) in the same period(s) that the hedged transaction impacts earnings. The ineffective portion of cash flow hedges is immediately recognized in current earnings. For free-standing derivative instruments, changes in fair values are reported in current period earnings. the includes documents relationship and strategy for undertaking Prior to entering a hedge transaction, the Corporation formally between hedging instruments and hedged items, as well as the risk management various hedge objective transactions. This process linking all derivative instruments to specific assets and liabilities on the Statements of Financial Condition or to specific forecasted transactions or firm commitments along with a formal assessment, at both inception of the hedge and on an ongoing basis, as to the effectiveness of the derivative instrument in offsetting changes in fair values or cash flows of the hedged item. Hedge accounting is discontinued when the derivative instrument is not highly effective as a hedge, a derivative expires, is sold, terminated, when it is unlikely that a forecasted transaction will occur or when it is determined that it is no longer appropriate. accounting is discontinued the derivative When hedge continues to be carried at fair value with changes in fair value included in earnings. For non-exchange traded contracts, fair value is based on flow the pricing models, or cash for which dealer methodologies discounted techniques quotes, similar determination of fair value may require significant management judgment or estimation. The fair value of derivative instruments considers the risk of non-performance by the counterparty or the Corporation, as applicable. The Corporation obtains or pledges collateral in connection the with its derivative activities when applicable under agreement. as are loans classified Loans held-in-portfolio when Loans management has the intent and ability to hold the loan for the foreseeable future, or until maturity or payoff. The foreseeable future is a management judgment which is determined based loan, business strategies, current market upon the type of conditions, balance sheet management and liquidity needs. Management’s view of the foreseeable future may change based on changes in these conditions. When a decision is made to sell or securitize a loan that was not originated or initially acquired with the intent to sell or securitize, the loan is reclassified from held-in-portfolio into held-for-sale. Due to changing market conditions or other strategic initiatives, management’s intent with respect to the disposition of the loan may change, and accordingly, loans previously classified as held-for-sale may be reclassified into held-in-portfolio. Loans transferred between loans held-for-sale and held-in-portfolio classifications are recorded at the lower of cost or fair value at the date of transfer. value upon acquisition. Credit discounts are included in the determination of fair value; therefore, an allowance for loan losses is not recorded at the acquisition date. Purchased loans accounted at fair are Loans held-for-sale are stated at the lower of cost or fair value, cost being determined based on the outstanding loan balance less unearned income, and fair value determined, generally in the aggregate. Fair value is measured based on current market prices for similar loans, outstanding investor commitments, prices of recent sales or discounted cash flow analyses which utilize inputs and assumptions which are believed to be consistent with market participants’ views. The cost basis also includes consideration of deferred origination fees and costs, which are recognized in earnings at the time of sale. Upon reclassification to held-for-sale, credit related fair value adjustments are recorded as a reduction in the allowance for loan losses (“ALLL”). To the extent that the loan’s reduction in value has not already been provided for in the allowance for loan losses, an additional loan loss provision is recorded. Subsequent to reclassification to held-for-sale, the amount, by which cost exceeds fair value, if any, is accounted for as a valuation allowance with changes therein included in the determination of net income (loss) for the period in which the change occurs. Loans held-in-portfolio are reported at their outstanding principal balances net of any unearned income, charge-offs, POPULAR, INC. 2018 ANNUAL REPORT 73 unamortized deferred fees and costs on originated loans, and premiums or discounts on purchased loans. Fees collected and costs incurred in the origination of new loans are deferred and amortized using the interest method or a method which approximates the interest method over the term of the loan as an adjustment to interest yield. The past due status of a loan is determined in accordance with its contractual repayment terms. Furthermore, loans are reported as past due when either interest or principal remains unpaid for 30 days or more in accordance with its contractual repayment terms. interest impairment, income on commercial Non-accrual loans are those loans on which the accrual of interest is discontinued. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is charged against income and the loan is accounted for either on a cash- basis method or on the cost-recovery method. Loans designated as non-accruing are returned to accrual status when the Corporation expects repayment of the remaining contractual principal and interest. Recognition of in the case of a collateral dependent the excess of and construction loans is discontinued when the loans are 90 days or more in arrears on payments of principal or interest or when other factors indicate that the collection of principal and interest is doubtful. The impaired portion of secured loan past due as to principal and interest is charged-off not later than 365 days past loan due. However, the individually evaluated for recorded investment over the fair value of the collateral (portion deemed uncollectible) is generally promptly charged-off, but in any event, not later than the quarter following the quarter in which such excess was first recognized. Commercial unsecured than 180 days past due. loans are charged-off no later Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments of principal or interest. The impaired portion of a mortgage loan is charged-off when the loan is 180 days past due. The Corporation discontinues the recognition of interest on residential mortgage loans insured by the Federal Housing Administration (“FHA”) or guaranteed by the U.S. Department of Veterans Affairs (“VA”) when 15-months delinquent as to principal or interest. The principal repayment on these loans is insured. Recognition of interest income on closed-end consumer loans and home equity lines of credit is discontinued when the loans are 90 days or more in arrears on payments of principal or interest. Income is generally recognized on open-end consumer loans, except for home equity lines of credit, until the loans are charged-off. Recognition of interest income for lease financing is ceased when loans are 90 days or more in arrears. Closed-end consumer loans and leases are charged-off when they are 120 days in arrears. Open-end (revolving credit) consumer loans are charged-off when 180 days in arrears. Commercial and consumer overdrafts are generally charged-off no later than 60 days past their due date. 74 POPULAR, INC. 2018 ANNUAL REPORT A loan classified as a troubled debt restructuring (“TDR”) is typically in non-accrual status at the time of the modification. The TDR loan continues in non-accrual status until the borrower has demonstrated a willingness and ability to make the restructured loan payments (at least six months of sustained performance after the modification (or one year for loans and providing for quarterly or management has concluded that the borrower would not be in payment default in the foreseeable future. semi-annual payments)) is probable that it Lease financing The Corporation leases passenger and commercial vehicles and equipment to individual and corporate customers. The finance method of accounting is used to recognize revenue on lease contracts that meet the criteria specified in the guidance for leases in ASC Topic 840. Aggregate rentals due over the term of the leases less unearned income are included in finance lease contracts receivable. Unearned income is amortized using a method which results in approximate level rates of return on the principal amounts outstanding. Finance lease origination fees and costs are deferred and amortized over the average life of the lease as an adjustment to the interest yield. Revenue for other leases is recognized as it becomes due under the terms of the agreement. Loans acquired with deteriorated credit quality accounted for under ASC 310-30 Loans accounted for under ASC Subtopic 310-30 represent loans showing evidence of credit deterioration and that it is probable, at the date of acquisition, that the Corporation would not collect all contractually required principal and interest payments. Generally, acquired loans that meet the definition for nonaccrual status fall within the Corporation’s definition of impaired loans under ASC Subtopic 310-30. Also, for impaired acquisitions that loans, an election can be made for non-impaired loans included in such transactions to apply the accretable yield method (expected cash flow model of ASC Subtopic 310-30), by analogy, to those loans. Those loans are disclosed as a loan that was acquired with credit deterioration and impairment. include a significant amount of that have based on loans Under ASC Subtopic 310-30, impaired loans are aggregated into pools common risk characteristics. Each loan pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Characteristics considered in pooling loans include loan type, interest rate type, accruing status, amortization type, rate index and source type. Once the pools are defined, the Corporation maintains the integrity of the pool of multiple loans accounted for as a single asset. Under ASC Subtopic 310-30, the difference between the undiscounted cash flows expected at acquisition and the fair value in the loans, or the “accretable yield,” is recognized as interest income using the effective yield method over the estimated life of the loan if the timing and amount of the future cash flows of the pool is reasonably estimable. Therefore, these loans are not considered non-performing. The non-accretable difference represents the difference between contractually required principal and interest and the cash flows expected to be collected. Subsequent to the acquisition date, increases in cash flows over those expected at the acquisition date are recognized as a reduction of any allowance for loan losses established after the acquisition and then as an increase in the accretable yield for the loans prospectively. Decreases in expected cash flows after the acquisition date are recognized by recording an allowance for loan losses. Loans charged-off against the non-accretable difference established in purchase accounting are not reported as charge-offs. Charge-offs on loans accounted under ASC Subtopic 310-30 are recorded only to the extent exceed the non-accretable difference established with purchase accounting. losses that Refer to Note 8 to the Consolidated Financial Statements for information with respect to loans acquired with additional deteriorated credit quality under ASC 310-30. losses inherent Allowance for loan losses The Corporation follows a systematic methodology to establish and evaluate the adequacy of the allowance for loan losses to in the loan portfolio. This provide for factors such as methodology includes the consideration of current economic conditions, portfolio risk characteristics, prior loss experience and results of periodic credit reviews of individual loans. The provision for loan losses charged to current operations is based on this methodology. Loan losses are charged and recoveries are credited to the allowance for loan losses. The Corporation’s assessment of the allowance for loan losses is determined in accordance with the guidance of loss contingencies in ASC Subtopic 450-20 and loan impairment guidance in ASC Section 310-10-35. Also, the Corporation determines the allowance for loan losses on purchased impaired loans and purchased loans accounted for under ASC Subtopic 310-30, by evaluating decreases in expected cash flows after the acquisition date. For a detailed description of the principal factors used to determine the general reserves of the allowance for loan losses and for the principal enhancements Management made to its methodology, refer to Note 9 to the Consolidated Financial Statements. According to the loan impairment accounting guidance in ASC Section 310-10-35, a loan is impaired when, based on current information and events, it is probable that the principal and/or interest are not going to be collected according to the original contractual the loan agreement. Current information and events include “environmental” factors, e.g. existing industry, geographical, economic and political factors. terms of Probable means the future event or events which will confirm the loss or impairment of the loan is likely to occur. for thus loans evaluated impairment impairment. Commercial smaller balance homogeneous The Corporation defines commercial and construction impaired loans as borrowers with total debt greater than or equal to $1 million with 90 days or more past due, as well as all loans whose terms have been modified in a troubled debt larger commercial and restructuring (“TDRs”). In addition, construction loans ($1 million and over) that exhibit probable or observed credit weaknesses are subject to individual review and and the Corporation’s that originally met construction loans threshold for impairment identification in a prior period, but due to charge-offs or payments are currently below the $1 million threshold and are still 90 days past due, except for TDRs, are accounted for under the Corporation’s general reserve methodology. Although the accounting codification guidance for specific impairment of a loan excludes large groups of that are (e.g. mortgage and collectively evaluated for consumer loans), it specifically requires that loan modifications considered troubled debt restructurings (“TDRs”) be analyzed under its provisions. An allowance for loan impairment is recognized to the extent that the carrying value of an impaired loan exceeds the present value of the expected future cash flows discounted at the loan’s effective rate, the observable market price of the loan, if available, or the fair value of the collateral if the loan is collateral dependent. The fair value of the collateral is generally based on appraisals. Appraisals may be adjusted due to their age, and the type, location, and condition of the property or area or general market conditions to reflect the expected change in value between the effective date of the impairment measurement date. The appraisal Corporation from pre-approved appraisers for loans that are considered impaired following the Corporation’s reappraisals policy. This policy requires updated appraisals for loans secured by real estate (including construction loans) every two years depending on the total exposure of the borrower. As a general procedure, the Corporation internally reviews appraisals as part of the underwriting and approval process and also for credits considered impaired. annually or and the appraisal requests updated reports either Troubled debt restructurings A restructuring constitutes a TDR when the Corporation separately concludes that both of the following conditions exist: 1) the restructuring constitute a concession and 2) the debtor is experiencing financial difficulties. The concessions stem from an agreement between the Corporation and the debtor or are imposed by law or a court. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection. A concession has been granted when, as a result of the restructuring, the Corporation does not expect to POPULAR, INC. 2018 ANNUAL REPORT 75 including interest accrued at collect all amounts due, the original contract rate. If the payment of principal is dependent on the value of collateral, the current value of the collateral is taken into consideration in determining the amount of principal to be collected; therefore, all factors that changed are considered to determine if a concession was granted, including the change in the fair value of the underlying collateral that may be used to repay the loan. Classification of loan modifications as TDRs involves a degree of judgment. Indicators that the debtor is experiencing financial difficulties which are considered include: (i) the borrower is currently in default on any of its debt or it is probable that the borrower would be in payment default on any of its debt in the foreseeable future without the modification; (ii) the borrower has declared or is in the process of declaring bankruptcy; (iii) there is significant doubt as to whether the borrower will continue to be a going concern; (iv) the borrower has securities that have been delisted, are in the process of being delisted, or are under threat of being delisted from an exchange; (v) based on estimates and projections that only encompass the borrower’s current business capabilities, it is forecasted that the entity-specific cash flows will be insufficient to service the debt (both interest and principal) in accordance with the contractual through maturity; and terms of (vi) absent the current modification, the borrower cannot obtain funds from sources other than the existing creditors at an effective interest rate equal to the current market interest rate for similar debt for a non-troubled debtor. The identification of TDRs is critical in the determination of the adequacy of the allowance for loan losses. Loans classified as TDRs may be excluded from TDR status if performance under the restructured terms exists for a reasonable period (at least twelve months of sustained performance) and the loan yields a market rate. the existing agreement A loan may be restructured in a troubled debt restructuring into two (or more) loan agreements, for example, Note A and Note B. Note A represents the portion of the original loan principal amount that is expected to be fully collected along with contractual interest. Note B represents the portion of the original loan that may be considered uncollectible and charged-off, but the obligation is not forgiven to the borrower. Note A may be returned to accrual status provided all of the conditions for a TDR to be returned to accrual status are met. The modified loans are considered TDRs and thus, are evaluated under the framework of ASC Section 310-10-35 as long as the loans are not part of a pool of loans accounted for under ASC Subtopic 310-30. Refer to Note 9 to the Consolidated Financial Statements for the additional Corporation’s determination of the allowance for loan losses. information on TDRs qualitative and Reserve for unfunded commitments The reserve for unfunded commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to unfunded credit facilities and is 76 POPULAR, INC. 2018 ANNUAL REPORT included in other liabilities in the Consolidated Statements of Financial Condition. The determination of the adequacy of the reserve is based upon an evaluation of the unfunded credit facilities. Net adjustments to the reserve for unfunded commitments are included in other operating expenses in the Consolidated Statements of Operations. Transfers and servicing of financial assets The transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the Corporation surrenders control over the assets is accounted for as a sale if all of the following conditions set forth in ASC Topic 860 are met: (1) the assets must be isolated from creditors of the transferor, (2) the transferee must obtain the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the transferor cannot maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. When the Corporation transfers financial assets and the transfer fails any one of these criteria, the Corporation is prevented from derecognizing the transferred financial assets and the transaction is accounted for as a secured borrowing. For federal and Puerto Rico income tax purposes, the Corporation treats the transfers of loans which do not qualify as “true sales” under the applicable accounting guidance, as sales, recognizing a deferred tax asset or liability on the transaction. sold; For transfers of financial assets that satisfy the conditions to be accounted for as sales, the Corporation derecognizes all assets recognizes all assets obtained and liabilities incurred in consideration as proceeds of the sale, including servicing assets and servicing liabilities, if applicable; initially measures at fair value assets obtained and liabilities incurred in a sale; and recognizes in earnings any gain or loss on the sale. The guidance on transfer of financial assets requires a true sale analysis of the treatment of the transfer under state law as if the Corporation was a debtor under the bankruptcy code. A true sale legal analysis includes several legally relevant factors, such as the nature and level of recourse to the transferor, and the nature of retained interests in the loans sold. The analytical conclusion as to a true sale is never absolute and unconditional, but contains qualifications based on the inherent equitable powers of a bankruptcy court, as well as the unsettled state of the common law. Once the legal isolation test has been met, other the factors concerning the nature and extent of transferor’s control over the transferred assets are taken into account in order to determine whether derecognition of assets is warranted. The Corporation sells mortgage loans to the Government National Mortgage Association (“GNMA”) in the normal course of business and retains the servicing rights. The GNMA programs under which the loans are sold allow the Corporation to repurchase individual delinquent loans that meet certain the criteria. At the Corporation’s option, and without GNMA’s prior authorization, the Corporation may repurchase the delinquent loan for an amount equal to 100% of the remaining principal balance of the unconditional ability to repurchase the delinquent loan, the Corporation is deemed to have regained effective control over the loan and recognizes the loan on its balance sheet as well as an offsetting liability, regardless of the Corporation’s intent to repurchase the loan. the Corporation has loan. Once the servicer loans originated by others. Whenever Servicing assets The Corporation periodically sells or securitizes loans while retaining the obligation to perform the servicing of such loans. In addition, the Corporation may purchase or assume the right the to service Corporation undertakes an obligation to service a loan, management assesses whether a servicing asset or liability should be recognized. A servicing asset is recognized whenever the compensation for servicing is expected to more than adequately compensate for performing the servicing. Likewise, a servicing liability would be recognized in the event that servicing fees to be received are not expected to adequately compensate the Corporation for its expected cost. Mortgage servicing assets recorded at fair value are separately presented on the Consolidated Statements of Financial Condition. All separately recognized servicing assets are initially recognized at fair value. For subsequent measurement of servicing rights, the Corporation has elected the fair value method for mortgage loans servicing rights (“MSRs”). Under the fair value measurement method, MSRs are recorded at fair value each reporting period, and changes in fair value are reported in mortgage banking activities in the Consolidated Statement of Operations. Contractual servicing fees including ancillary income and late fees, as well as fair value adjustments, and impairment losses, if any, are reported in mortgage banking activities in the Consolidated Statement of Operations. Loan servicing fees, which are based on a percentage of the principal balances of the loans serviced, are credited to income as loan payments are collected. The fair value of servicing rights is estimated by using a cash flow valuation model which calculates the present value of estimated future net taking into consideration actual and expected loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions. servicing cash flows, Premises and equipment Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful life of each type of asset. Amortization of leasehold improvements is computed over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Costs of maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Costs of renewals and betterments are capitalized. When assets are disposed of, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in earnings as realized or incurred, respectively. incurred during The Corporation capitalizes interest cost incurred in the construction of significant real estate projects, which consist primarily of facilities for its own use or intended for lease. The amount of interest cost capitalized is to be an allocation of the the period required to interest cost substantially complete for interest capitalization purposes is to be based on a weighted average rate on the Corporation’s outstanding borrowings, unless there is a specific new borrowing associated with the asset. Interest cost capitalized for the years ended December 31, 2018, 2017 and 2016 was not significant. asset. The rate the The Corporation has operating lease arrangements primarily associated with the rental of premises to support its branch these network or rent arrangements on escalations non-cancellable operating leases with scheduled rent increases are recognized on a straight-line basis over the lease term. space. Certain of for and provide expense Rent for general office are non-cancellable options. renewal and Impairment of long-lived assets The Corporation evaluates for impairment its long-lived assets to be held and used, and long-lived assets to be disposed of, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Other real estate Other real estate, received in satisfaction of a loan, is recorded at fair value less estimated costs of disposal. The difference between the carrying amount of the loan and the fair value less cost to sell is recorded as an adjustment to the allowance for loan losses. Subsequent to foreclosure, any losses in the carrying value arising from periodic re-evaluations of the properties, and any gains or losses on the sale of these properties are credited or charged to expense in the period incurred and are included as OREO expenses. The cost of maintaining and operating such properties is expensed as incurred. Updated appraisals are obtained to adjust the value of the other real estate assets. The frequency depends on the loan type and total credit exposure. The appraisal for a commercial or construction other real estate property with a book value equal to or greater than $1 million is updated annually and if lower than $1 million it is updated every two years. For residential mortgage properties, the Corporation requests appraisals annually. Appraisals may be collateral inspections, property profiles, or general market conditions. adjusted due to age, POPULAR, INC. 2018 ANNUAL REPORT 77 The adjustments applied are based upon internal information such as other appraisals for the type of properties and/or loss severity information that can provide historical trends in the real estate market, and may change from time to time based on market conditions. over such securities, and accordingly those securities are not reflected in the Corporation’s Consolidated Statements of Financial Condition. The Corporation monitors the fair value of the underlying securities as compared to the related receivable, including accrued interest. Goodwill and other intangible assets Goodwill is recognized when the purchase price is higher than the fair value of net assets acquired in business combinations under the purchase method of accounting. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or circumstances indicate possible impairment using a two-step process at each reporting unit level. The first step of the goodwill impairment test, used to impairment, compares the fair value of a identify potential reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered impaired and the second step of the impairment test is unnecessary. If needed, the second step consists of comparing the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. In determining the fair value of a reporting unit, the Corporation generally uses a combination of methods, which include market price multiples of comparable companies and the discounted cash flow analysis. Goodwill impairment losses are recorded as part of operating expenses in the Consolidated Statement of Operations. Other intangible assets deemed to have an indefinite life are not amortized, but are tested for impairment using a one-step process which compares the fair value with the carrying amount of the asset. In determining that an intangible asset has an indefinite life, the Corporation considers expected cash inflows competitive, economic and other factors, which could limit the intangible asset’s useful life. contractual, and legal, regulatory, Other identifiable intangible assets with a finite useful life, mainly core deposits, are amortized using various methods over the periods benefited, which range from 5 to 10 years. These intangibles are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments on intangible assets with a finite useful life are evaluated under the guidance for impairment or disposal of long-lived assets. Assets sold / purchased under agreements to repurchase / resell Repurchase and resell agreements are treated as collateralized financing transactions and are carried at the amounts at which the assets will be subsequently reacquired or resold as specified in the respective agreements. It is the Corporation’s policy to take possession of securities the purchased under counterparties to such agreements maintain effective control resell. However, agreements to 78 POPULAR, INC. 2018 ANNUAL REPORT 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. The Corporation may require counterparties to deposit return collateral pledged, when collateral or additional appropriate. stated at cost, Software less accumulated Capitalized software is amortization. Capitalized software includes purchased software and capitalizable application development costs associated with internally-developed software. Amortization, computed on a the straight-line method, estimated useful life of the software. Capitalized software is included in “Other assets” in the Consolidated Statement of Financial Condition. is charged to operations over Guarantees, including indirect guarantees of indebtedness of others The Corporation, as a guarantor, recognizes at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. Refer to Note 24 to the Consolidated Financial Statements for further disclosures on guarantees. Treasury stock Treasury stock is recorded at cost and is carried as a reduction of stockholders’ equity in the Consolidated Statements of Financial Condition. At the date of retirement or subsequent reissue, the treasury stock account is reduced by the cost of such stock. At retirement, the excess of the cost of the treasury stock over its par value is recorded entirely to surplus. At reissuance, the difference between the consideration received upon issuance and the specific cost is charged or credited to surplus. Revenues from contract with customers Refer to Note 33 for a detailed description of the Corporation’s policies on the recognition and presentation of revenues from contract with customers. Foreign exchange Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using prevailing rates of exchange at the end of the period. Revenues, expenses, gains and losses are translated using weighted average rates for the period. The from resulting translation adjustment foreign currency operations for which the functional currency is other than the U.S. dollar is reported in accumulated other comprehensive loss, except for highly inflationary environments in which the effects are included in other operating expenses. The Corporation holds interests in Centro Financiero BHD León, S.A. (“BHD León”) in the Dominican Republic. The business of BHD León is mainly conducted in their country’s foreign currency. The resulting foreign currency translation adjustment from these operations is reported in accumulated other comprehensive loss. Refer to the disclosure of accumulated other comprehensive loss included in Note 23. Income taxes The Corporation recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Corporation’s financial statements or tax returns. Deferred income are determined for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. The computation is based on enacted tax laws and rates applicable to periods in which the temporary differences are expected to be recovered or settled. and liabilities tax assets The guidance for income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50 percent) that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically by the Corporation based on the more likely than not realization threshold criterion. In the assessment for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, all sources of taxable income available to realize the including the future reversal of existing deferred tax asset, temporary differences, the future taxable income exclusive of taxable reversing temporary differences and carryforwards, income in carryback years and tax-planning strategies. In is given to making such assessments, evidence that can be objectively verified. significant weight The valuation of deferred tax assets requires judgment in assessing the likely future tax consequences of events that have been recognized in the Corporation’s financial statements or tax returns and future profitability. The Corporation’s accounting for deferred tax consequences represents management’s best estimate of those future events. to by challenge Positions taken in the Corporation’s tax returns may be subject authorities upon the examination. Uncertain tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax and authorities. Such tax positions are both initially taxing subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Interest on income tax uncertainties is classified within income tax expense in the Statement of Operations; while the penalties, if any, are accounted for as other operating expenses. The Corporation accounts for the taxes collected from customers and remitted to governmental authorities on a net basis (excluded from revenues). Income tax expense or benefit for the year is allocated among continuing operations, discontinued operations, and other comprehensive income, as applicable. The amount allocated to continuing operations is the tax effect of the pre-tax income or loss from continuing operations that occurred during the year, plus or minus income tax effects of (a) changes in circumstances that cause a change in judgment about the realization of deferred tax assets in future years, (b) changes in tax laws or rates, (c) changes in tax status, and (d) tax-deductible dividends paid to shareholders, subject to certain exceptions. Employees’ retirement and other postretirement benefit plans Pension costs are computed on the basis of accepted actuarial methods and are charged to current operations. Net pension costs are based on various actuarial assumptions regarding future experience under the plan, which include costs for services rendered during the period, interest costs and return on plan assets, as well as deferral and amortization of certain items such as actuarial gains or losses. The funding policy is to contribute to the plan, as necessary, to provide for services to date and for those expected to be earned in the future. To the extent that these requirements are fully covered by assets in the plan, a contribution may not be made in a particular year. The cost of postretirement benefits, which is determined based on actuarial assumptions and estimates of the costs of providing these benefits in the future, is accrued during the years that the employee renders the required service. The guidance for compensation retirement benefits of ASC Topic 715 requires the recognition of the funded status of each defined pension benefit plan, retiree health care and other postretirement benefit plans on the Statement of Financial Condition. Stock-based compensation The Corporation opted to use the fair value method of recording stock-based compensation as described in the guidance for employee share plans in ASC Subtopic 718-50. Comprehensive income (loss) Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and POPULAR, INC. 2018 ANNUAL REPORT 79 other events and circumstances, except those resulting from investments by owners and distributions to owners. The presentation of comprehensive income (loss) is included in separate Consolidated Statements of Comprehensive Income (Loss). Net income (loss) per common share Basic income (loss) per common share is computed by dividing net income (loss) adjusted for preferred stock dividends, including undeclared or unpaid dividends if cumulative, and charges or credits related to the extinguishment of preferred stock or induced conversions of preferred stock, by the weighted average number of common shares outstanding during the year. Diluted income per common share takes into consideration the weighted average common shares adjusted for the effect of stock options, restricted stock, performance shares and warrants, if any, using the treasury stock method. Statement of cash flows For purposes of reporting cash flows, cash includes cash on hand and amounts due from banks, including restricted cash. Note 3 - New accounting pronouncements Recently Adopted Accounting Standards Updates FASB Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement The FASB issued ASU 2018-13 in August 2018, which modifies the disclosure requirements on fair value measurements. The the most significant changes include, among other things, removal of the requirements to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation processes for Level 3 fair value measurements. In addition, certain disclosure requirements were added, which include but are not limited to, how the weighted average of significant unobservable inputs used to develop Level 3 fair value measurements was calculated. early accounting pronouncement as of December 31, 2018 and was principally impacted by value measurements. simplified disclosures on fair Corporation adopted The this the FASB Accounting Standards Update (“ASU”) 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities The FASB issued ASU 2018-03 in February 2018, which clarifies certain aspects of the guidance in ASU 2016-01, principally related to equity securities without a readily determinable fair value. 80 POPULAR, INC. 2018 ANNUAL REPORT The Corporation was not impacted by these technical corrections and improvements upon adoption of this ASU. FASB Accounting Standards Update (“ASU”) 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost The FASB issued ASU 2017-07 in March 2017, which requires that an employer disaggregate the service cost component from the other components of net benefit cost of pension and postretirement benefit plans. The amendments also provide guidance on how to present the service cost component and the other components of net benefit cost in the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization. accounting a the result pronouncement, the Corporation recognized $8.9 million during the year ended December 31, 2018 (2017 - $7.5 million; 2016 - $10.1 million) as components of net periodic benefit cost other than service cost in the other operating expenses caption, which would have otherwise previously been recognized as personnel cost. The presentation for prior periods has been adjusted to reflect the new classification. Effective January 1, 2018, these expenses are no longer capitalized as part of loan origination costs. adoption of this As of FASB Accounting Standards Update (“ASU”) 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets The FASB issued ASU 2017-05 in February 2017, which, among other the derecognition of the scope of nonfinancial assets, the definition of in substance financial assets, and impacts the accounting for partial sales of nonfinancial assets by requiring full gain recognition upon the sale. things, clarifies The adoption of this standard during the first quarter of impact on the Corporation’s 2018 did not have a material financial statements. FASB Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business The FASB issued ASU 2017-01 in January 2017, which revises the definition of a business by providing an initial screen to determine when an integrated set of assets and activities (“set”) is not a business. Also, the amendments, among other things, specify the minimum inputs and processes required for a set to meet the definition of a business when the initial screen is not met and narrow the definition of the term output so that the term is consistent with Topic 606. The Corporation adopted ASU 2017-01 during the first quarter of 2018. As such, the Corporation will consider this guidance in any business combinations completed after the for effective date. Refer to Note 4, Business combination, additional information on assets acquired and liabilities assumed in connection with the Reliable Transaction. FASB Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash The FASB issued ASU 2016-18 in November 2016, which requires entities to present the changes in total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new guidance also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet if restricted cash and restricted cash equivalents are presented in a different line item in the balance sheet. a of As the this result adoption of accounting pronouncement, the Corporation included restricted cash and restricted cash equivalents within money market investments of $9.2 million at December 31, 2018 (December 31, 2017 - $9.8 million) in the Consolidated Statements of Cash Flows. In addition, the Corporation presented a reconciliation of the totals in the Consolidated Statements of Cash Flows to the related captions in the Consolidated Statements of Condition in Note 38, consolidated Supplemental disclosure on the statements of cash flows. FASB Accounting Standards Update (“ASU”) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory The FASB issued ASU 2016-16 in October 2016, which eliminates the exception for all intra-entity sales of assets other than inventory that requires deferral of the tax effects until the transferred asset is sold to a third party or otherwise recovered through use. The new guidance requires a reporting entity to recognize the tax impact from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. accounting pronouncement during the Corporation recorded a positive cumulative effect adjustment of $1.3 million to retained earnings to reflect the net tax benefit resulting from intra-entity sales of assets. first quarter of 2018, transaction are adoption of eliminated effects result that this the the As of of a FASB Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The FASB issued ASU 2016-15 in August 2016, which addresses specific cash flow issues with the objective of reducing existing diversity in practice, which may lead to a transactions between difference operating, financing or investing activities. Among other things, classification of in the the guidance provides an accounting policy election for classifying distributions received from equity method investees and clarifies the application of the predominance principle. a of As the this result adoption of accounting pronouncement, the Corporation reclassified from investing to operating activities $0.5 million in the Consolidated Statements of Cash Flows for the year ended December 31, 2017 as a result of electing the cumulative earnings approach for classifying distributions received from equity investees. FASB Accounting Standards Updates (“ASUs”), Revenue from Contracts with Customers (Topic 606) The FASB has issued a series of ASUs which, among other things, clarify the principles for recognizing revenue and develop a common revenue standard. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services, the satisfaction of performance obligations, to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. A five-step process is defined to achieve this core principle. The new guidance also requires disclosures to enable users of financial statements to understand the nature, timing, and uncertainty of revenue and cash flows arising from contracts with customers. that is, The Corporation adopted this accounting pronouncement during the first quarter of 2018 using the modified retrospective approach. The Corporation elected the practical expedient that permits an entity to expense incremental costs of obtaining contracts, given the amortization periods were one year or less. There were no material changes in the presentation and timing of when revenues are recognized. ASC Topic 606 was applied to contracts that were not completed as of January 1, 2018. There was no impact in the evaluation of these contracts. Refer to additional disclosures on Note 33, Revenue from contracts with customers. FASB Accounting Standards Update (“ASU”) 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities The FASB issued ASU 2016-01 in January 2016, which primarily affects the accounting for equity investments and liabilities under the fair value option as follows: financial require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; simplify the impairment assessment of equity investments without readily determinable fair values; require changes in fair value due to instrument-specific credit risk to be presented separately in other comprehensive income for financial liabilities under the fair value option; and clarify that the need for a valuation POPULAR, INC. 2018 ANNUAL REPORT 81 allowance on a deferred tax asset related to available-for-sale securities should be evaluated in combination with the entity’s other deferred tax assets. In addition, the ASU also impacts the presentation financial instruments. requirements disclosure and of a of As the the this result adoption of first quarter of 2018, accounting the pronouncement during Corporation aggregated $11 million previously classified as available-for-sale and as trading to those under the other investment securities caption and reclassified under the caption of equity securities. In addition, a positive cumulative effect recognized due to the adjustment of $0.6 million was reclassification of unrealized gains of securities equity available-for-sale, net from accumulated other comprehensive loss to retained earnings. tax, of The adoption of FASB Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, effective during the first quarter of 2018, did not have a significant impact on the Consolidated Financial Statements. Recently Issued Accounting Standards Updates FASB Accounting Standards Update (“ASU”) 2018-19, Codification Improvements to Topic 326 - Financial Instruments - Credit Losses 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 in this ASU are effective on January 1, 2020. The Corporation will consider this guidance upon adoption of ASC Topic 326. FASB Accounting Standards Update (“ASU”) 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 The FASB issued ASU 2018-18 in November 2018 which, among other things, provides guidance on how to assess whether certain collaborative arrangement transactions should be accounted for under Topic 606. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Corporation does not expect to be impacted by these amendments since it does not have collaborative arrangements. FASB Accounting Standards Update (“ASU”) 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities The FASB issued ASU 2018-17 in October 2018, which requires interests held through related entities to consider indirect 82 POPULAR, INC. 2018 ANNUAL REPORT parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety when determining whether a decision-making fee is a variable interest. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. These applied retrospectively with a amendments cumulative-effect adjustment the to retained earnings at beginning of the earliest period presented. should be The Corporation does not expect to be materially impacted by these amendments. 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 permit 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 amendments in this ASU are required to be adopted concurrently with the amendments in ASU 2017-12, which are effective in the first quarter of 2019. The amendments should be adopted on a prospective basis for qualifying new or re-designated hedging relationships entered into on or after the date of adoption. The Corporation will consider this guidance for qualifying new hedging relationships entered into on or after the effective date. FASB Accounting Standards Update (“ASU”) 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract The FASB issued ASU 2018-15 in August 2018 which, among other capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, and clarifies the term over which such capitalized implementation costs should be amortized. requirements things, aligns the for The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Corporation does not expect to be materially impacted by these amendments. FASB Accounting Standards Update (“ASU”) 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans The FASB issued ASU 2018-14 in August 2018, which modifies the disclosure requirements for employers that sponsor defined benefit pension or postretirement plans. The most significant changes include the removal of the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost over the next fiscal year and the effects of a one-percentage point change in assumed health care cost trend rates on the aggregate of the service and interest cost components of net periodic benefit costs and benefit obligation for postretirement health care benefits. In addition, certain disclosure requirements were added which include, but are not limited to, an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period. The amendments in this ASU are effective for fiscal years ending after December 15, 2020, with early adoption permitted. The amendments in this ASU should be applied on a retrospective basis to all periods presented. Upon adoption of this standard, the Corporation will be impacted principally by the simplified disclosures on defined benefit plans. FASB Accounting Standards Update (“ASU”) 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts The FASB issued ASU 2018-12 in August 2018, which makes recognition, targeted measurement, presentation, and disclosure requirements for long-duration contracts issued by an insurance entity. improvements existing the to The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Corporation does not anticipate that the adoption of this accounting pronouncement will have a significant impact on its Consolidated Financial Statements. FASB Accounting Standards Update (“ASU”) 2018-09, Codification Improvements The FASB issued ASU 2018-09 in July 2018, which makes various codification improvements in the areas of excess tax benefits on share-based compensation awards, income tax accounting for business combinations, derivatives offsetting, instruments, among liability or equity-classified financial others. The amendments in this ASU are effective immediately, except for amendments that require transition guidance, which are effective for fiscal years, and interim periods within those and fiscal after December 15, 2018; years, beginning amendments to guidance not yet effective which are effective on the same date as the original Updates. The Corporation does not expect to be materially impacted by these Codification improvements. FASB Accounting Standards Update (“ASU”) 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting The FASB issued ASU 2018-07 in June 2018, which expands the scope of Topic 718 to include share-based payment transactions from nonemployees, although differences remain in the accounting for attribution and a contractual term election for valuing nonemployee equity share options. acquiring services goods and for The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. The Corporation does not expect to be impacted by these amendments since it does not enter into share-based payment transactions from nonemployees. acquiring services goods and for FASB Accounting Standards Update (“ASU”) 2018-06, Codification Improvements to Topic 942, Financial Services - Depository and Lending The FASB issued ASU 2018-06 in May 2018, which removes outdated guidance related to the Comptroller of the Currency’s Banking Circular 202, “Accounting for Net Deferred Taxes” in ASC Topic 942. The amendments in this ASU were effective upon issuance of the Update. The Corporation was not impacted by this Codification improvement. 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 allow 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 amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. 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 does not POPULAR, INC. 2018 ANNUAL REPORT 83 anticipate that the adoption of this accounting pronouncement will have a material impact on its consolidated statements of financial condition and results of operations. accounting 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 assess the other effectiveness requirement for entities to recognize hedge ineffectiveness each reporting period for 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. and changes how companies cash flow hedges eliminating things, among by, The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The amendments in this Update should be applied using a modified retrospective approach as of the adoption date. The Corporation will be impacted by the simplified application of hedge accounting. The Corporation does not anticipate that the adoption of this accounting pronouncement will have a material effect on its consolidated statements of financial condition and results of operations since hedge ineffectiveness has been immaterial to the Corporation and the earnings effect of the hedges and the hedged items are already presented in the same income statement line item. 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 The FASB issued ASU 2017-11 in July 2017, which changes the classification financial instruments with down round features. When determining whether these instruments should be classified as liabilities or equity, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. For EPS purposes, the effect of the down round feature should be recognized as a dividend when triggered. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The amendments in this Update may be applied using either a equity-linked analysis certain of modified retrospective approach. approach or a full retrospective The Corporation does not anticipate that the adoption of this accounting pronouncement will have a material effect on its consolidated statements of financial condition and results of operations since it does not have any outstanding equity-linked financial instruments with a down round feature. FASB Accounting Standards Update (“ASU”) 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities The FASB issued ASU 2017-08 in March 2017, which amends the amortization period for certain callable debt securities held at a premium by shortening such period to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The amendments in this Update should be applied on a modified to retrospective basis with a cumulative-effect adjustment retained earnings as of the beginning of the period of adoption. The Corporation does not anticipate that the adoption of this accounting pronouncement will have a material effect on its consolidated statements of financial condition and results of operations since the premium of purchased callable debt securities is not significant. FASB Accounting Standards Update (“ASU”) 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment The FASB issued ASU 2017-04 in January 2017, which simplifies the accounting for goodwill impairment by removing Step 2 of the two-step goodwill impairment test under the current guidance. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The amendments of this Update, which should be applied on a prospective basis, are effective for annual or any interim tests in fiscal years beginning after goodwill December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. impairment Upon adoption of this standard, if the carrying amount of any of the Corporation would be required to record an impairment charge for the difference up to the amount of the goodwill. the reporting units exceeds fair value, its 84 POPULAR, INC. 2018 ANNUAL REPORT FASB Accounting Standards Update (“ASU”) 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update) The FASB issued ASU 2017-03 in January 2017, which incorporates into the Accounting Standards Codification recent SEC guidance about certain investments in qualified affordable housing and disclosing under SEC SAB Topic 11.M the effect on financial statements of adopting the revenue, leases and credit losses standards. The Corporation has considered the guidance in this Update related to the disclosure on the effect on financial statements of in the adopting the leases and credit preparation of the consolidated financial statements. standards losses these conditions in making FASB Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 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 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 requirements regarding an entity’s assumptions, models and methods for estimating the allowance for credit losses. expands disclosure also The amendments of this Update 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. for efforts continued its ASU 2016-13, The Corporation has evaluation and Financial implementation Instruments - Credit Losses, and has established a cross- discipline governance structure. A CECL Working Group, with members from different areas within the organization, has been created and assigned the responsibility of assessing the impact of the standard, evaluating interpretative issues, evaluating the the new guidance to current credit determine related other implementation activities. The Working Group provides periodic updates to the CECL Steering Committee, which has oversight responsibilities for the implementation efforts. loss models against necessary changes and any The Corporation plans to adopt ASU 2016-13 on January 1, 2020 using a modified retrospective approach. Although early adoption is permitted beginning in the first quarter of 2019, the Corporation does not expect to make that election. The Corporation expects an increase in its allowance for loan and lease losses due to the consideration of lifetime credit losses as part of the calculation. 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”) and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires leases using an approach that lessors to account is for substantially equivalent to existing 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 does not expect to be materially impacted by these amendments. Upon adoption of the Corporation will elect this accounting pronouncement on January 1, 2019, the practical expedients to not reassess at the date of adoption whether any lease existing contracts were or contained leases, classification, and initial direct costs. The Corporation will also elect 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 their POPULAR, INC. 2018 ANNUAL REPORT 85 presented. Therefore, comparative periods will continue to be presented in accordance with ASC Topic 840. As of January 1, 2019, the Corporation will recognize ROU assets of $139 million, net of deferred rent liability of $15 million and lease liabilities of $154 million on its operating leases. 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, Note 4 - Business combination On August 1, 2018, Popular Auto, LLC (“Popular Auto”), BPPR’s auto finance subsidiary, completed the acquisition of certain assets and the assumption of certain liabilities related to Wells Fargo & Company’s (“Wells Fargo”) auto finance business in Puerto Rico (“Reliable”). Popular Auto acquired approximately $1.6 billion in retail auto loans and $341 million loans. Reliable will in primarily auto-related commercial continue operating as a Division of Popular Auto in parallel with Popular Auto’s existing operations for a period after closing to provide continuity of service to Reliable customers while to assess best practices before completing the integration of the two operations. allowing Popular 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 fair values of The following table presents 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. (In thousands) Cash consideration Assets: Loans Premises and equipment Accrued income receivable Other assets Trademark Total assets Liabilities: Other liabilities Total liabilities Net assets acquired Goodwill on acquisition Book value prior to purchase accounting adjustments Fair value adjustments Measurement period adjustments As recorded by Popular, Inc. $1,843,256 $ – $ – $1,843,256 $1,912,866 1,246 1,466 5,020 – $1,920,598 $ $ 11,164 11,164 $1,909,434 $(126,908)[1] $16,505 [1] – – – 488 – – (91) – $(126,420) $16,414 $ $ – – $ $ – – $(126,420) $16,414 $1,802,463 1,246 1,466 4,929 488 $1,810,592 $ $ 11,164 11,164 $1,799,428 $ 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. The fair values initially assigned to the assets acquired and liabilities assumed are preliminary and are subject to refinement for up to one year after the closing date of the acquisition as new information relative to closing date fair values becomes available. The Corporation continues to analyze its estimates of fair value on loans acquired. As the Corporation finalizes its analyses, there may continue to be adjustments to the recorded carrying values, and thus the recognized goodwill may increase or decrease. 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 from the preliminary estimated amounts by $12.2 million respectively, was mainly attributed to and $4.3 million, 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. Following is a description of the methods used to determine the fair values of significant assets acquired on the Reliable Transaction: Loans Retail Auto Loans Fair values for retail auto loans were based on a discounted cash flow methodology. Aggregation into pools considered 86 POPULAR, INC. 2018 ANNUAL REPORT characteristics such as payment terms, remaining terms, and credit quality. Principal and interest projections considered prepayment rates and credit loss expectations. The discount rates were developed based on the relative risk of the cash flows as of the valuation date, taking into account the expected life of the loans. Retail auto loans were accounted for under ASC Subtopic 310-20. As of August 1, 2018, contractual cash flows amounted to $1.8 billion, from which $105 million are not expected to be collected. Commercial Loans Fair values for commercial loans were based on a probability of default/loss given default (“PD/LGD”) methodology. The PD was determined based on characteristics such as payment terms, remaining terms, and credit quality. Commercial loans were accounted for under ASC Subtopic 310-20. As of August 1, 2018, amounted to $348 million, from which $3 million are not expected to be collected. cash flows contractual Goodwill The amount of goodwill is the residual difference between the consideration transferred to Wells Fargo and the fair value of the assets acquired, net of the liabilities assumed. The goodwill is deductible for income tax purposes. Trademark The fair value of the Reliable trademark was calculated using the relief-from-royalty method. The Reliable trademark is subject to amortization, since Popular intends to use the trademark for a limited period of time. The operating results of the Corporation for the year ended December 31, 2018 include the operating results produced by the acquired assets and liabilities assumed for the period of includes August 1, 2018 to December 31, 2018. This approximately $84.5 million in gross revenues, including $28.1 million in accretion of the fair value discount, and approximately $20.3 million in operating expenses, including $3.8 million of transaction-related expenses. The Corporation believes that given the amount of assets and liabilities assumed and the size of the operations acquired in relation to Popular’s operations, the historical results of Reliable are not significant to Popular’s results, and thus no pro forma information is presented. 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 December 31, 2018 (December 31, 2017 - $1.4 billion). Cash and due from banks, as well as other highly liquid securities, are used to cover the required average reserve balances. At December 31, 2018, the Corporation held $62 million in restricted assets in the form of funds deposited in money market accounts, debt securities available for sale and equity securities (December 31, 2017 - $41 million). The 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. POPULAR, INC. 2018 ANNUAL REPORT 87 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 December 31, 2018 and 2017. (In thousands) U.S. Treasury securities Within 1 year After 1 to 5 years After 5 to 10 years Total U.S. Treasury securities Obligations of U.S. Government sponsored entities Within 1 year After 1 to 5 years Total obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions After 1 to 5 years Total obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies After 1 to 5 years After 5 to 10 years After 10 years Total collateralized mortgage obligations - federal agencies Mortgage-backed securities Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total mortgage-backed securities Other After 5 to 10 years Total other At December 31, 2018 Gross unrealized losses Gross unrealized gains Fair value Weighted average yield Amortized cost $ 3,565,571 4,483,741 245,891 $ 108 13,647 3,770 $ 5,319 35,213 – $ 3,560,360 4,462,175 249,661 2.10% 2.25 2.84 8,295,203 17,525 40,532 8,272,196 2.21 212,951 123,857 336,808 6,926 6,926 749 115,744 638,995 755,488 431 6,762 365,727 3,710,731 4,083,651 486 486 – 1 1 – – – 1 1,584 1,585 4 43 1,090 10,679 11,816 2 2 1,406 2,094 3,500 184 184 7 4,715 23,680 28,402 – 1 8,499 128,189 136,689 211,545 121,764 333,309 6,742 6,742 742 111,030 616,899 728,671 435 6,804 358,318 3,593,221 3,958,778 – – 488 488 1.44 1.51 1.47 0.70 0.70 1.92 1.71 2.10 2.04 4.30 2.74 2.19 2.45 2.43 3.62 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. 88 POPULAR, INC. 2018 ANNUAL REPORT (In thousands) U.S. Treasury securities Within 1 year After 1 to 5 years After 5 to 10 years Total U.S. Treasury securities Obligations of U.S. Government sponsored entities Within 1 year After 1 to 5 years Total obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions After 1 to 5 years Total obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total collateralized mortgage obligations - federal agencies Mortgage-backed securities Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total mortgage-backed securities Other After 5 to 10 years Total other At December 31, 2017 Gross unrealized losses Gross unrealized gains Fair value Weighted average yield $ 8 – 281 289 21 22 43 – – – 173 57 2,789 3,019 8 206 2,390 19,493 22,097 13 13 $ 2,101 26,319 191 $ 1,110,698 2,523,797 293,669 1.06% 1.55 2.24 28,611 3,928,164 1.46 818 3,518 4,336 59 59 – 75 526 26,431 27,032 – 211 3,765 69,071 73,047 – – 275,507 333,426 608,933 6,609 6,609 40 17,070 35,717 890,926 943,753 492 14,594 337,786 4,335,790 4,688,662 802 802 1.26 1.48 1.38 2.30 2.30 2.60 2.90 2.31 2.01 2.03 4.23 3.50 2.21 2.46 2.44 3.62 3.62 Amortized cost $ 1,112,791 2,550,116 293,579 3,956,486 276,304 336,922 613,226 6,668 6,668 40 16,972 36,186 914,568 967,766 484 14,599 339,161 4,385,368 4,739,612 789 789 Total debt securities available-for-sale [1] $10,284,547 $25,461 $133,085 $10,176,923 1.96% [1] Includes $6.6 billion pledged to secure public and trust deposits, assets sold under agreements to repurchase, credit facilities and loan servicing agreements that the secured parties are not permitted to sell or repledge the collateral, of which $5.6 billion serve as collateral for public funds. The weighted securities available-for-sale is based on amortized cost; therefore, it does not give effect to changes in fair value. average yield debt on The following table presents the aggregate amortized cost at available-for-sale value of debt and fair December 31, 2018 by contractual maturity. securities Securities not due on a single contractual maturity date, such as mortgage-backed securities and collateralized mortgage obligations, are classified in 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. (In thousands) Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total debt securities available-for-sale Amortized cost Fair value $ 3,778,953 4,622,035 727,848 4,349,726 $ 3,772,340 4,598,227 719,497 4,210,120 $13,478,562 $13,300,184 POPULAR, INC. 2018 ANNUAL REPORT 89 There were no debt securities sold during the year ended December 31, 2018. During the year ended December 31, 2017, the Corporation sold obligations from the Puerto Rico government and its political subdivisions. The proceeds from these sales were $14.4 million. Gross realized gains and losses on the sale of debt securities available-for-sale for the years ended December 31, 2018, 2017 and 2016 were as follows: (In thousands) Gross realized gains Gross realized losses Net realized gains on sale of debt securities available-for-sale Years ended December 31, 2016 2017 2018 $– – $– $ 95 (12) $38 – $ 83 $38 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 December 31, 2018 and 2017. (In thousands) Less than 12 months Gross unrealized losses Fair value At December 31, 2018 12 months or more Gross unrealized losses Fair value Fair value Total U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies Mortgage-backed securities $3,189,007 14,847 – 66,652 125,872 $4,188 46 – 489 2,280 $2,607,276 318,271 6,742 587,869 3,478,635 $ 36,343 3,454 184 27,913 134,410 $ 5,796,283 333,118 6,742 654,521 3,604,507 Gross unrealized losses $ 40,531 3,500 184 28,402 136,690 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 (In thousands) Less than 12 months Gross unrealized losses Fair value U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies Mortgage-backed securities $2,608,473 214,670 6,609 153,336 1,515,295 $14,749 1,108 59 2,110 12,529 Total debt securities available-for-sale in an unrealized loss At December 31, 2017 12 months or more Gross unrealized losses Fair value $1,027,066 376,807 – 595,339 2,652,359 $ 13,862 3,228 – 24,922 60,518 Total Fair value $3,635,539 591,477 6,609 748,675 4,167,654 Gross unrealized losses $ 28,611 4,336 59 27,032 73,047 position $4,498,383 $30,555 $4,651,571 $102,530 $9,149,954 $133,085 securities Management evaluates debt As of December 31, 2018, the portfolio of available-for-sale debt securities reflects gross unrealized losses of approximately $209 million, driven mainly by mortgage-backed securities, U.S. Treasury securities and collateralized mortgage obligations. for other-than- temporary (“OTTI”) declines in fair value on a quarterly basis. Once a decline in value is determined to be other-than- the value of a debt security is reduced and a temporary, corresponding charge to earnings is recognized for anticipated credit 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 losses. The OTTI analysis requires management 90 POPULAR, INC. 2018 ANNUAL REPORT issuers, the issuer or condition of (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 the Corporation would be required to sell the debt security before a forecasted recovery occurs. is more likely than not that At December 31, 2018, management performed its quarterly analysis of all debt securities in an unrealized loss position. Based on the analysis performed, management concluded that security was other-than-temporarily no individual debt such date. At December 31, 2018, impaired as of 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. 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. 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 equity. This information excludes debt securities backed by the full faith stockholders’ 10% of exceeds 2018 2017 (In thousands) FNMA Freddie Mac Amortized cost $2,999,110 1,095,855 Fair value $2,901,904 1,058,013 Amortized cost $3,621,537 1,358,708 Fair value $3,572,474 1,335,685 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 December 31, 2018 and 2017. (In thousands) Obligations of Puerto Rico, States and political subdivisions Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies After 5 to 10 years Total collateralized mortgage obligations - federal agencies Securities in wholly owned statutory business trusts After 10 years Total securities in wholly owned statutory business trusts Other After 1 to 5 years Total other Amortized cost $ 3,510 16,505 23,885 45,559 89,459 55 55 11,561 11,561 500 500 At December 31, 2018 Gross unrealized losses Gross unrealized gains Fair value Weighted average yield $ – – – 3,943 3,943 $ 36 1,081 1,704 47 2,868 $ 3,474 15,424 22,181 49,455 5.99% 6.07 3.61 1.79 90,534 3.23 3 3 – – – – – – – – – – 58 58 11,561 11,561 500 500 5.45 5.45 6.51 6.51 2.97 2.97 Total debt securities held-to-maturity $101,575 $3,946 $2,868 $102,653 3.60% POPULAR, INC. 2018 ANNUAL REPORT 91 (In thousands) Obligations of Puerto Rico, States and political subdivisions Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies After 5 to 10 years Total collateralized mortgage obligations - federal agencies Securities in wholly owned statutory business trusts After 5 to 10 years After 10 years Total securities in wholly owned statutory business trusts Other Within 1 year After 1 to 5 years Total other Total debt securities held-to-maturity [1] At December 31, 2017 Amortized cost Gross unrealized gains Gross unrealized losses $ 3,295 15,485 29,240 44,734 92,754 67 67 1,637 11,561 13,198 $ – – – 3,834 3,834 $ 79 4,143 8,905 222 13,349 4 4 – – – – – – – – 500 500 1,000 $107,019 – – – $3,838 7 – 7 $13,356 Fair value $ 3,216 11,342 20,335 48,346 83,239 71 71 1,637 11,561 13,198 493 500 993 $97,501 Weighted average yield 5.96% 6.05 3.89 1.93 3.38 5.45 5.45 8.33 6.51 6.73 1.96 2.97 2.47 3.79% [1] Includes $92.8 million pledged to secure public and trust deposits that the secured parties are not permitted to sell or repledge the collateral. 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 table presents the aggregate amortized cost and fair value of debt securities held-to-maturity at December 31, 2018 by contractual maturity. (In thousands) Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total debt securities held-to-maturity Amortized cost Fair value $ 3,474 15,924 22,239 61,016 $102,653 $ 3,510 17,005 23,940 57,120 $101,575 The following tables present the Corporation’s fair value and gross unrealized losses of investment securities held-to-maturity, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2018 and 2017. (In thousands) Obligations of Puerto Rico, States and political subdivisions Total debt securities held-to-maturity in an unrealized loss position (In thousands) Obligations of Puerto Rico, States and political subdivisions Other Total debt securities held-to-maturity in an unrealized loss position 92 POPULAR, INC. 2018 ANNUAL REPORT Less than 12 months Fair value $27,471 $27,471 Gross unrealized losses $1,165 $1,165 Less than 12 months At December 31, 2018 12 months or more Fair value $13,307 $13,307 Gross unrealized losses $1,703 $1,703 At December 31, 2017 12 months or more Total Fair value $40,778 $40,778 Gross unrealized losses $2,868 $2,868 Total Fair value $– – $– Gross unrealized losses $– – $– Fair value $35,696 743 $36,439 Gross unrealized losses $13,349 7 $13,356 Fair value $35,696 743 $36,439 Gross unrealized losses $13,349 7 $13,356 As indicated in Note 6 to these Consolidated Financial Statements, management evaluates debt securities for OTTI declines in fair value on a quarterly basis. 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. The “Obligations of Puerto Rico, States and political subdivisions” classified as held-to-maturity at December 31, 2018 are primarily associated with securities issued by municipalities of Puerto Rico and are generally not rated by a credit rating agency. This includes $45 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 and issuing municipalities are required by law to levy property taxes in an amount sufficient for the payment of debt service on such general obligation bonds. in which a government The portfolio also includes $45 million in securities for which the underlying source of payment is not the central instrumentality government, but provides a guarantee in the event of default. The Corporation performs periodic credit quality reviews on these issuers. Based on the quarterly analysis performed, management concluded that no individual debt security held-to-maturity was other- than-temporarily impaired at December 31, 2018. Further deterioration of the Puerto Rico economy or of the fiscal crisis of the Government of Puerto Rico (including if any of the issuing municipalities become subject to a debt restructuring proceeding under PROMESA) could further affect the value of these securities, resulting in losses to the Corporation. The Corporation does not have the intent to sell debt securities held-to-maturity and it the Corporation will not have to sell these debt securities prior to recovery of their amortized cost basis. is more likely than not that Refer to Note 25 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 this Form 10-K. The Corporation has presented the loans covered by the loss-sharing agreements with the FDIC separately as “covered loans” since the risk of loss was significantly different than those not covered under the loss-sharing agreements, due to the loss protection provided by the FDIC. As discussed in Note 10, on May 22, 2018, the Corporation entered into a Termination loss-share Agreement with the FDIC to terminate arrangements in connection with the Westernbank FDIC- assisted transaction. As a result of the Termination Agreement, assets that were covered by the loss share agreement, including covered loans in the amount of approximately $514.6 million as of March 31, 2018, were reclassified as non-covered. The all 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. to $624 million and During the year ended December 31, 2018, the Corporation recorded purchases (including repurchases) of mortgage loans of amounting $205 million, compared to purchases (including repurchases) of mortgage loans of $460 million, consumer loans of $311 million, commercial loans of $2 million and leases of $2 million, during the year ended December 31, 2017. consumer loans The Corporation performed whole-loan sales involving approximately $59 million of residential mortgage loans and $30 million of commercial loans during the year ended December 31, 2018 (December 31, 2017 - $64 million of residential mortgage loans). Also, during the year ended December 31, 2018, the Corporation securitized approximately $413 million of mortgage loans into Government National Mortgage Association (“GNMA”) mortgage-backed securities and $94 million of mortgage loans into Federal National Mortgage Association (“FNMA”) mortgage-backed securities, compared to $376 million and $86 million, respectively, during the year ended December 31, 2017. following table presents Delinquency status The loans held-in-portfolio (“HIP”), net of unearned income, by past due including those that are in status, and by loan class non-performing status or that are accruing interest but are past due 90 days or more at December 31, 2018 and 2017. the composition of POPULAR, INC. 2018 ANNUAL REPORT 93 December 31, 2018 Puerto Rico Past due 30-59 days 60-89 days 90 days or more Total past due Current Loans HIP Past due 90 days or more Accruing Non-accrual loans [1] loans $ 1,441 $ 112 $ 598 $ 2,151 $ 143,477 $ 145,628 $ 546 $ – 92,075 6,681 4,137 – 275,367 7,663 9,504 – 13,069 52,204 566 839 10,839 641 – 128,104 1,827 7,391 97 7,907 9,862 288 45,691 99,235 55,321 1,788 1,043,607 3,313 138,605 116,755 60,099 1,788 1,447,078 12,803 16,035 165 18,515 24,177 14,958 32,930 262 39,491 86,243 15,812 2,183,996 1,605,498 3,122,062 84,167 4,986,245 921,970 1,014,343 5,089 1,211,134 2,522,542 128,932 2,322,601 1,722,253 3,182,161 85,955 6,433,323 934,773 1,047,273 5,351 1,250,625 2,608,785 144,744 39,257 88,069 55,078 1,788 323,565 3,313 – 11 17,887 24,050 14,534 – – 243 – 595,525 – 16,035 154 35 127 424 (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards Home equity lines of credit Personal Auto Other Total $462,707 $167,907 $1,323,403 $1,954,017 $17,929,455 $19,883,472 $568,098 $612,543 [1] 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. (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage Legacy Consumer: Credit cards Home equity lines of credit Personal Other December 31, 2018 Popular U.S. Past due 30-59 days 60-89 days 90 days or more Total past due Current Loans HIP Past due 90 days or more Accruing Non-accrual loans [1] loans $ 3,163 $ – $ – $ 3,163 $1,398,377 $1,401,540 $ – $– 707 5,125 2,354 – 13,615 195 2 886 2,319 – 288 1,728 995 – 3,197 445 – 464 1,723 – 365 381 73,726 12,060 11,033 2,627 – 13,579 2,610 4 1,360 7,234 77,075 12,060 27,845 3,267 2 14,929 6,652 4 1,880,384 291,705 1,011,078 681,434 774,090 22,682 36 128,123 282,697 220 1,881,744 298,939 1,088,153 693,494 801,935 25,949 38 143,052 289,349 224 365 381 330 12,060 11,033 2,627 – 13,579 2,610 4 – – – – – – – – – – Total $28,366 $8,840 $116,385 $153,591 $6,470,826 $6,624,417 $42,989 $– [1] 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. 94 POPULAR, INC. 2018 ANNUAL REPORT December 31, 2018 Popular, Inc. Past due 30-59 days 60-89 days 90 days or more Total past due Current Loans HIP [3] [4] Past due 90 days or more Accruing Non-accrual loans [5] loans $ 4,604 $ 112 $ 598 $ 5,314 $ 1,541,854 $ 1,547,168 $ 546 $ – 92,782 11,806 6,491 – 288,982 7,663 195 9,506 886 15,388 52,204 566 1,127 12,567 1,636 – 131,301 1,827 445 7,391 561 9,630 9,862 288 46,056 99,616 129,047 13,848 1,054,640 3,313 2,627 16,035 13,744 21,125 24,177 14,962 139,965 123,989 137,174 13,848 1,474,923 12,803 3,267 32,932 15,191 46,143 86,243 15,816 4,064,380 1,897,203 4,133,140 765,601 5,760,335 921,970 22,682 1,014,379 133,212 1,493,831 2,522,542 129,152 4,204,345 2,021,192 4,270,314 779,449 7,235,258 934,773 25,949 1,047,311 148,403 1,539,974 2,608,785 144,968 39,622 88,450 55,408 13,848 334,598 3,313 2,627 – 13,590 20,497 24,050 14,538 – – 243 – 595,525 – – 16,035 154 35 127 424 (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage [1] Leasing Legacy [2] Consumer: Credit cards Home equity lines of credit Personal Auto Other 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 [3] [4] [5] of restructuring efforts carried out in prior years at the Popular U.S. segment. Loans held-in-portfolio are net of $156 million in unearned income and exclude $51 million in loans held-for-sale. 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 Federal Home Loan Bank (“FHLB”) as collateral for borrowings and $2.1 billion at the Federal Reserve Bank (“FRB”) for discount window borrowings. 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. December 31, 2017 Puerto Rico Past due 30-59 days 60-89 days 90 days or more Total past due Current Non-covered loans HIP Past due 90 days or more Accruing Non-accrual loans [1] loans $ – $ 426 $ 1,210 $ 1,636 $ 144,763 $ 146,399 $ 1,115 $ – 39,617 7,997 3,556 – 217,890 10,223 7,319 438 13,926 24,405 537 131 2,291 1,251 – 77,833 1,490 4,464 395 6,857 5,197 444 28,045 123,929 40,862 170 1,596,763 2,974 67,793 134,217 45,669 170 1,892,486 14,687 18,227 257 19,981 5,466 16,765 30,010 1,090 40,764 35,068 17,746 2,336,766 1,689,397 2,845,658 95,199 4,684,293 795,303 1,063,211 4,997 1,181,548 815,745 139,842 2,404,559 1,823,614 2,891,327 95,369 6,576,779 809,990 1,093,221 6,087 1,222,312 850,813 157,588 18,866 101,068 40,177 – 306,697 2,974 – – 19,460 5,466 15,617 – – 685 – 1,204,691 – 18,227 257 141 – 1,148 (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards Home equity lines of credit Personal Auto Other Total $325,908 $100,779 $1,854,649 $2,281,336 $15,796,722 $18,078,058 $511,440 $1,225,149 [1] Non-covered loans HIP of $118 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis. POPULAR, INC. 2018 ANNUAL REPORT 95 December 31, 2017 Popular U.S. Past due 30-59 days 60-89 days 90 days or more Total past due Current Non-covered loans HIP Past due 90 days or more Accruing Non-accrual loans [1] loans $ 395 $ – $ 784 $ 1,179 $1,209,514 $1,210,693 $ 784 $– 4,028 2,684 1,121 – 13,453 291 3 4,653 3,342 – 1,186 – 5,278 – 6,148 417 2 3,675 2,149 – 1,599 862 97,427 – 14,852 3,039 11 14,997 2,779 – 6,813 3,546 103,826 – 34,453 3,747 16 23,325 8,270 – 1,681,498 315,429 901,157 784,660 659,175 29,233 84 158,760 289,732 319 1,688,311 318,975 1,004,983 784,660 693,628 32,980 100 182,085 298,002 319 1,599 862 594 – 14,852 3,039 11 14,997 2,779 – – – – – – – – – – – (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage Legacy Consumer: Credit cards Home equity lines of credit Personal Other Total $29,970 $18,855 $136,350 $185,175 $6,029,561 $6,214,736 $39,517 $– [1] Non-covered loans HIP of $97 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis. December 31, 2017 Popular, Inc. Past due 30-59 days 60-89 days 90 days or more Total past due Current Non-covered loans HIP [3] [4] Past due 90 days or more Accruing Non-accrual loans [5] loans $ 395 $ 426 $ 1,994 $ 2,815 $ 1,354,277 $ 1,357,092 $ 1,899 $ – 43,645 10,681 4,677 – 231,343 10,223 291 1,317 2,291 6,529 – 83,981 1,490 417 29,644 124,791 138,289 170 1,611,615 2,974 3,039 74,606 137,763 149,495 170 1,926,939 14,687 3,747 4,018,264 2,004,826 3,746,815 879,859 5,343,468 795,303 29,233 4,092,870 2,142,589 3,896,310 880,029 7,270,407 809,990 32,980 20,465 101,930 40,771 – 321,549 2,974 3,039 – – 685 – 1,204,691 – – 7,322 4,466 18,238 30,026 1,063,295 1,093,321 11 18,227 5,091 17,268 24,405 537 4,070 9,006 5,197 444 15,254 22,760 5,466 16,765 24,415 49,034 35,068 17,746 163,757 1,471,280 815,745 140,161 188,172 1,520,314 850,813 157,907 14,997 22,239 5,466 15,617 257 141 – 1,148 $355,878 $119,634 $1,990,999 $2,466,511 $21,826,283 $24,292,794 $550,957 $1,225,149 (In thousands) Commercial multi-family Commercial real estate: Non-owner occupied Owner occupied Commercial and industrial Construction Mortgage [1] Leasing Legacy [2] Consumer: Credit cards Home equity lines of credit Personal Auto Other Total [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 [3] [4] of restructuring efforts carried out in prior years at the Popular U.S. segment. Loans held-in-portfolio are net of $131 million in unearned income and exclude $132 million in loans held-for-sale. Includes $7.1 billion pledged to secure credit facilities and public funds that the secured parties are not permitted to sell or repledge the collateral, of which $4.6 billion were pledged at the FHLB as collateral for borrowings, $2.0 billion at the FRB for discount window borrowings and $0.5 billion serve as collateral for public funds. [5] Non-covered loans HIP of $215 million accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analysis. 96 POPULAR, INC. 2018 ANNUAL REPORT At December 31, 2018, 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 $598 million are 90 days or more past due, including $134 million of loans rebooked under the GNMA buyback option, discussed below (December 31, 2017 - $1.8 billion, $1.2 billion and $840 million, respectively). Within this portfolio, loans in a delinquency status of 90 days or more are reported as accruing loans as opposed to non-performing since the principal repayment is insured. These balances include $283 million of residential mortgage loans in Puerto Rico that are no longer accruing interest as of December 31, 2018 (December 31, 2017 - $178 million). Additionally, the Corporation has approximately $69 million in reverse mortgage loans in Puerto Rico which are guaranteed by FHA, but which are currently not accruing interest at December 31, 2018 (December 31, 2017 - $58 million). Loans with a delinquency status of 90 days past due as of December 31, 2018 include $134 million in loans previously pooled into GNMA securities (December 31, 2017 - $840 million). Under the GNMA program, issuers such as BPPR have the option but not the obligation to repurchase loans that are 90 days or more past due. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements of the Bank with an offsetting liability. The components of the net financing leases receivable at December 31, 2018 and 2017 were as follows: (In thousands) Total minimum lease payments Estimated residual value of leased property (unguaranteed) Deferred origination costs, net of fees Less - Unearned financing income Net minimum lease payments Less - Allowance for loan losses Net minimum lease payments, net of allowance for loan losses 2018 2017 $781,060 $681,198 293,495 12,261 151,881 934,935 11,487 246,248 9,496 126,797 810,145 12,000 $923,448 $798,145 At December 31, 2018, future minimum lease payments are expected to be received as follows: (In thousands) 2019 2020 2021 2022 2023 and thereafter Total $ 34,012 83,797 137,297 197,996 327,958 $781,060 Covered loans The following table presents the composition of loans by past due status, and by loan class including those that are in non-performing status or are accruing interest but are past due 90 days or more at December 31, 2017. (In thousands) Mortgage Consumer December 31, 2017 Past due 30-59 days $16,640 518 60-89 days $5,453 147 90 days or more $59,018 988 Total past due $81,111 1,653 Current $421,818 12,692 Total covered loans [1] $17,158 $5,600 $60,006 $82,764 $434,510 Covered loans HIP [2] $502,929 14,345 $517,274 Past due 90 days or more Accruing Non-accrual loans loans $3,165 188 $3,353 $– – $– [1] Covered loans accounted for under ASC Subtopic 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses. Includes $279 million pledged to secure credit facilities at the FHLB which are not permitted to sell or repledge the collateral. [2] 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 $2.2 billion at December 31, 2018 (December 31, 2017 - $2.5 billion). The carrying amount of these loans consisted of loans determined to be impaired at the time of acquisition, which are accounted for in accordance with ASC Subtopic 310-30 (“credit impaired loans”), and loans that were considered to be performing at the acquisition date, accounted for by analogy to ASC Subtopic 310-30 (“non-credit impaired loans”). The following table provides the carrying amount of acquired loans accounted for under ASC 310-30 by portfolio at December 31, 2018 and 2017. POPULAR, INC. 2018 ANNUAL REPORT 97 Carrying amount (In thousands) Commercial real estate Commercial and industrial Construction Mortgage Consumer Carrying amount Allowance for loan losses Carrying amount, net of allowance At December 31, 2018, none of the acquired loans accounted for under ASC Subtopic 310-30 were considered non-performing loans. Therefore, through accretion of the difference between the carrying amount of the loans and the expected cash flows, was recognized on all acquired loans. income, interest December 31, 2018 December 31, 2017 $ 801,774 84,465 – 982,821 14,496 1,883,556 (122,135) $1,761,421 $ 923,424 88,130 170 1,079,611 17,658 2,108,993 (119,505) $1,989,488 Changes in the carrying amount and the accretable yield for the loans accounted pursuant to the ASC Subtopic 310-30, for the years ended December 31, 2018 and 2017, were as follows: Carrying amount of acquired loans accounted for pursuant to ASC 310-30 (In thousands) Beginning balance Additions Accretion Collections / loan sales / charge-offs Ending balance [1] Allowance for loan losses Ending balance, net of ALLL For the year ended December 31, 2018 December 31, 2017 $2,108,993 16,645 166,272 (408,354) $1,883,556 (122,135) $1,761,421 $2,301,024 18,824 175,121 (385,976) $2,108,993 (119,505) $1,989,488 [1] At December 31, 2018, includes $1.4 billion of loans considered non-credit impaired at the acquisition date (December 31, 2017 - $1.6 billion). Activity in the accretable yield of acquired loans accounted for pursuant to ASC 310-30 (In thousands) Beginning balance Additions Accretion Change in expected cash flows Ending balance [1] For the years ended December 31, 2018 December 31, 2017 $1,214,488 6,535 (166,272) 37,753 $1,092,504 $1,288,983 11,218 (175,121) 89,408 $1,214,488 [1] At December 31, 2018, includes $0.8 billion for loans considered non-credit impaired at the acquisition date (December 31, 2017 - $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 loans. The provision for loan losses charged to individual 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. 98 POPULAR, INC. 2018 ANNUAL REPORT The accounting guidance provides for the recognition of a loans. The for groups of homogeneous the general ALLL includes the following allowance loss determination of 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 December 31, 2018, 26% (December 31, 2017 – 69%) of the ALLL for the BPPR segment loan portfolios utilized the recent loss trend adjustment instead of the base loss. The recent loss trends were impacted by charge-off activity related to the impact of Hurricanes Irma and Maria. The effect of replacing the base loss with the recent loss trend adjustment was mainly concentrated in the commercial, mortgage and overall consumer portfolios for 2018 and in the leasing, credit cards, personal, auto and mortgage loan portfolios for 2017. For the period ended December 31, 2018, 28% (December 31, 2017 – 3 %) 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 trend adjustment was loss concentrated in the consumer portfolio for 2018 and 2017. recent • Environmental and macroeconomic indicators such as unemployment rate, factors, which include credit the effect of factors on each loan group as 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 these losses. The Corporation reflects environmental 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. During the third quarter of 2018, management completed the annual review of the components of the ALLL models. As part of this review, management updated core metrics related to the estimation process for evaluating the adequacy of the general ALLL. These updates to the ALLL models, which are described in the paragraph below, were implemented as of September 30, 2018 and resulted in a net decrease to the ALLL of $6.1 million. Management made the following revisions to the ALLL models during the third quarter of 2018: adjustments. environmental • Annual review and recalibration of the environmental factors The factors adjustments are developed by performing regression analyses on selected credit and economic indicators for each applicable loan segment. During the third quarter of 2018, the environmental factor models used to account and macroeconomic for conditions were reviewed and recalibrated based on the latest applicable trends. in current changes credit The effect of the recalibration to the environmental factors adjustments resulted in a decrease to the ALLL of $5.9 million and $0.2 million at the BPPR and Popular U.S. segments, respectively. 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 years ended December 31, 2018 and 2017. POPULAR, INC. 2018 ANNUAL REPORT 99 For the year ended December 31, 2018 Puerto Rico - Non-covered loans (In thousands) Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Allowance transferred from covered loans [1] Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired non-covered loans Non-covered loans held-in-portfolio excluding impaired Commercial Construction Mortgage Leasing Consumer Total $ 171,531 101,614 (82,352) 16,421 – $ 207,214 $ 52,190 $ 155,024 $ 1,286 (1,754) (9) 1,363 – $ $ $ 886 56 830 $ 159,081 15,297 (69,393) 4,571 33,422 $ 11,991 5,525 (8,297) 2,267 – $ 174,215 75,779 (138,161) 32,573 188 $ 142,978 $ 11,486 $ 144,594 $ 38,760 $ 320 $ 24,083 $ 104,218 $ 11,166 $ 120,511 $ $ $ $ 518,104 196,461 (298,212) 57,195 33,610 507,158 115,409 391,749 $ 398,518 $ 1,788 $ 509,468 $ 1,099 $ 104,235 $ 1,015,108 loans Total non-covered loans held-in-portfolio 6,974,125 $7,372,643 84,167 $85,955 5,923,855 933,674 4,952,543 18,868,364 $6,433,323 $934,773 $5,056,778 $19,883,472 [1] Represents the allowance transferred from covered to non-covered loans at June 30, 2018, due to the Termination Agreement with the FDIC. For the year ended December 31, 2018 Puerto Rico - Covered loans (In thousands) Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Allowance transferred to non-covered loans 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 Commercial Construction Mortgage Leasing Consumer Total $ $ $ $ $ $ – – – – – – – – – – – $ $ $ $ $ $ – – – – – – – – – – – $ $ $ $ $ $ 32,521 2,265 (1,446) 82 (33,422) – – – – – – $ $ $ $ $ $ – – – – – – – – – – – $ $ $ $ $ $ 723 (535) (2) 2 (188) – – – – – – $ $ $ $ $ $ 33,244 1,730 (1,448) 84 (33,610) – – – – – – For the year ended December 31, 2018 Popular U.S. Commercial Construction Mortgage Legacy Consumer Total $ $ $ $ 44,134 7,551 (24,920) 5,136 31,901 $ 7,076 5,268 (5,806) – $ 6,538 – $ – 31,901 $ 6,538 $ 4,541 (478) (232) 603 $ 4,434 $ 2,451 $ 1,983 $ $ $ $ 798 (1,861) 114 1,918 969 $ 15,529 19,401 (22,118) 5,536 $ 18,348 – $ 1,810 969 $ 16,538 $ $ $ $ 72,078 29,881 (52,962) 13,193 62,190 4,261 57,929 $ – 4,670,376 $4,670,376 $ 12,060 681,434 $693,494 $ 9,420 792,515 $ – 25,949 $ 8,507 424,156 $ 29,987 6,594,430 $801,935 $25,949 $432,663 $6,624,417 (In thousands) Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired loans Loans held-in-portfolio excluding impaired loans Total loans held-in-portfolio 100 POPULAR, INC. 2018 ANNUAL REPORT (In thousands) Commercial Construction Mortgage Legacy Leasing Consumer Total For the year ended December 31, 2018 Popular, Inc. Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired loans Loans held-in-portfolio excluding impaired $ $ $ $ $ 215,665 109,165 (107,272) 21,557 $ 8,362 3,514 (5,815) 1,363 $ 196,143 17,084 (71,071) 5,256 239,115 $ 7,424 $ 147,412 52,190 $ 56 $ 41,211 186,925 $ 7,368 $ 106,201 398,518 $ 13,848 $ 518,888 $ $ $ $ $ 798 (1,861) 114 1,918 $ 11,991 5,525 (8,297) 2,267 $ 190,467 94,645 (160,281) 38,111 969 $ 11,486 $ 162,942 – $ 320 $ 25,893 969 $ 11,166 $ 137,049 $ $ $ $ 623,426 228,072 (352,622) 70,472 569,348 119,670 449,678 – $ 1,099 $ 112,742 $ 1,045,095 loans 11,644,501 765,601 6,716,370 25,949 933,674 5,376,699 25,462,794 Total loans held-in-portfolio $12,043,019 $779,449 $7,235,258 $25,949 $934,773 $5,489,441 $26,507,889 For the year ended December 31, 2017 Puerto Rico - Non-covered loans (In thousands) Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired non-covered loans Non-covered loans held-in-portfolio excluding impaired Commercial Construction Mortgage Leasing Consumer Total $ 189,686 4,240 (49,591) 27,196 $ 171,531 $ 36,982 $ 134,549 $ 1,353 (2,690) (3,588) 6,211 $ 1,286 $ – $ 1,286 $ 143,320 90,705 (78,121) 3,177 $ 7,662 11,099 (8,407) 1,637 $ 125,963 138,385 (109,252) 19,119 $ 159,081 $ 11,991 $ 174,215 $ 46,354 $ 475 $ 21,849 $ 112,727 $ 11,516 $ 152,366 $ 323,455 $ – $ 509,033 $ 1,456 $ 99,180 $ $ $ $ $ 467,984 241,739 (248,959) 57,340 518,104 105,660 412,444 933,124 loans Total non-covered loans held-in-portfolio 6,942,444 $7,265,899 95,369 $95,369 6,067,746 808,534 3,230,841 17,144,934 $6,576,779 $809,990 $3,330,021 $18,078,058 For the year ended December 31, 2017 Puerto Rico - Covered Loans Commercial Construction Mortgage Leasing Consumer Total (In thousands) Allowance for credit losses: Beginning balance Provision Charge-offs Recoveries 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 $– – – – $– $– $– $– – $– $– – – – $– $– $– $– – $– $ 30,159 5,098 (4,049) 1,313 $ 32,521 $ – $ 32,521 $ – 502,929 $502,929 $– – – – $– $– $– $– – $– $ $ $ $ 191 644 (122) 10 $ 30,350 5,742 (4,171) 1,323 723 $ 33,244 – $ – 723 $ 33,244 $ – 14,345 $ – 517,274 $14,345 $517,274 POPULAR, INC. 2018 ANNUAL REPORT 101 (In thousands) Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired loans Loans held-in-portfolio excluding impaired loans Total loans held-in-portfolio For the year ended December 31, 2017 Popular U.S. Commercial Construction Mortgage Legacy Consumer Total $ $ $ $ 12,968 65,323 (36,399) 2,242 $ 8,172 (1,103) – 7 $ 4,614 167 (1,223) 983 $ 1,343 (2,275) (897) 2,627 $ 15,220 15,831 (19,926) 4,404 44,134 $ 7,076 $ 4,541 – $ – 44,134 $ 7,076 $ 2,478 $ 2,063 $ $ $ 798 $ 15,529 – $ 953 798 $ 14,576 $ $ $ $ 42,317 77,943 (58,445) 10,263 72,078 3,431 68,647 $ – 4,222,962 $4,222,962 $ – 784,660 $784,660 $ 9,242 684,386 $ – 32,980 $ 5,057 475,449 $ 14,299 6,200,437 $693,628 $32,980 $480,506 $6,214,736 (In thousands) Commercial Construction Mortgage Legacy Leasing Consumer Total For the year ended December 31, 2017 Popular, Inc. Allowance for credit losses: Beginning balance Provision (reversal of provision) Charge-offs Recoveries Ending balance Specific ALLL General ALLL Loans held-in-portfolio: Impaired loans Loans held-in-portfolio excluding impaired $ $ $ $ $ 202,654 69,563 (85,990) 29,438 $ 9,525 (3,793) (3,588) 6,218 $ 178,093 95,970 (83,393) 5,473 $ 1,343 (2,275) (897) 2,627 $ 7,662 11,099 (8,407) 1,637 $ 141,374 154,860 (129,300) 23,533 215,665 $ 8,362 $ 196,143 36,982 $ – $ 48,832 178,683 $ 8,362 $ 147,311 323,455 $ – $ 518,275 $ $ $ $ 798 $ 11,991 $ 190,467 – $ 475 $ 22,802 798 $ 11,516 $ 167,665 – $ 1,456 $ 104,237 $ $ $ $ $ 540,651 325,424 (311,575) 68,926 623,426 109,091 514,335 947,423 loans 11,165,406 880,029 7,255,061 32,980 808,534 3,720,635 23,862,645 Total loans held-in-portfolio $11,488,861 $880,029 $7,773,336 $32,980 $809,990 $3,824,872 $24,810,068 The following table provides the activity in the allowance for loan losses related to loans accounted for pursuant to ASC Subtopic 310-30. (In thousands) Balance at beginning of period Provision Net charge-offs Balance at end of period 102 POPULAR, INC. 2018 ANNUAL REPORT ASC 310-30 For the years ended December 31, 2018 December 31, 2017 $119,505 61,270 (58,640) $122,135 $ 91,308 81,877 (53,680) $119,505 Impaired loans The following tables present loans individually evaluated for impairment at December 31, 2018 and 2017. December 31, 2018 Puerto Rico (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards Personal Auto Other Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance Impaired Loans With No Allowance Recorded investment Unpaid principal balance Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $ 932 $ 932 $ 4 $ – $ – $ 932 $ 932 $ 4 85,583 86,282 27,494 96,005 138,378 181,588 224,660 27,494 113,592 65,208 1,788 408,767 1,099 28,829 72,989 1,161 1,256 132,677 67,094 1,788 458,010 1,099 28,829 72,989 1,161 1,256 7,857 16,835 56 38,760 320 4,571 19,098 228 186 26,474 10,724 – 100,701 – 60,485 20,968 – 135,084 – – – – – – – – – 140,066 75,932 1,788 509,468 1,099 28,829 72,989 1,161 1,256 193,162 88,062 1,788 593,094 1,099 28,829 72,989 1,161 1,256 7,857 16,835 56 38,760 320 4,571 19,098 228 186 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. (In thousands) Construction Mortgage Consumer: HELOCs Personal Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance $ – 7,237 $ – 8,899 $ – 2,451 Impaired Loans With No Allowance Recorded investment $12,060 2,183 Unpaid principal balance $18,127 3,127 Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $12,060 9,420 $18,127 12,026 $ – 2,451 6,236 631 6,285 631 1,558 252 1,498 142 1,572 143 7,734 773 7,857 774 1,558 252 Total Popular U.S. $14,104 $15,815 $4,261 $15,883 $22,969 $29,987 $38,784 $4,261 POPULAR, INC. 2018 ANNUAL REPORT 103 December 31, 2018 Popular, Inc. Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance Impaired Loans With No Allowance Recorded investment Unpaid principal balance Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $ 932 $ 932 $ 4 $ – $ – $ 932 $ 932 $ 4 85,583 86,282 27,494 96,005 138,378 181,588 224,660 27,494 113,592 65,208 1,788 416,004 1,099 28,829 6,236 73,620 1,161 1,256 132,677 67,094 1,788 466,909 1,099 28,829 6,285 73,620 1,161 1,256 7,857 16,835 56 41,211 320 4,571 1,558 19,350 228 186 26,474 10,724 12,060 102,884 – – 1,498 142 – – 60,485 20,968 18,127 138,211 – – 1,572 143 – – 140,066 75,932 13,848 518,888 1,099 28,829 7,734 73,762 1,161 1,256 193,162 88,062 19,915 605,120 1,099 28,829 7,857 73,763 1,161 1,256 7,857 16,835 56 41,211 320 4,571 1,558 19,350 228 186 (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit Cards HELOCs Personal Auto Other Total Popular, Inc. $795,308 $867,932 $119,670 $249,787 $377,884 $1,045,095 $1,245,816 $119,670 December 31, 2017 Puerto Rico (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit cards Personal Auto Other Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance Impaired Loans With No Allowance Recorded investment Unpaid principal balance Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $ 206 $ 206 $ 32 $ – $ – $ 206 $ 206 $ 32 101,485 102,262 23,744 11,454 27,522 112,939 129,784 23,744 127,634 43,493 450,226 1,456 33,676 62,488 2,007 1,009 153,495 46,918 504,006 1,456 33,676 62,488 2,007 1,009 10,221 2,985 46,354 475 5,569 15,690 425 165 24,634 14,549 58,807 – 57,219 23,977 75,228 – – – – – – – – – 152,268 58,042 509,033 1,456 33,676 62,488 2,007 1,009 210,714 70,895 579,234 1,456 33,676 62,488 2,007 1,009 10,221 2,985 46,354 475 5,569 15,690 425 165 Total Puerto Rico $823,680 $907,523 $105,660 $109,444 $183,946 $933,124 $1,091,469 $105,660 104 POPULAR, INC. 2018 ANNUAL REPORT December 31, 2017 Popular U.S. Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance Impaired Loans With No Allowance Recorded investment Unpaid principal balance Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $ 6,774 $ 8,439 $2,478 $2,468 $3,397 $ 9,242 $11,836 $2,478 3,530 542 3,542 542 722 231 761 224 780 224 4,291 766 4,322 766 722 231 (In thousands) Mortgage Consumer: HELOCs Personal Total Popular U.S. $10,846 $12,523 $3,431 $3,453 $4,401 $14,299 $16,924 $3,431 December 31, 2017 Popular, Inc. (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit Cards HELOCs Personal Auto Other Impaired Loans - With an Allowance Unpaid principal balance Recorded investment Related allowance Impaired Loans With No Allowance Recorded investment Unpaid principal balance Impaired Loans - Total Unpaid principal balance Recorded investment Related allowance $ 206 $ 206 $ 32 $ – $ – $ 206 $ 206 $ 32 101,485 102,262 23,744 11,454 27,522 112,939 129,784 23,744 127,634 43,493 457,000 1,456 33,676 3,530 63,030 2,007 1,009 153,495 46,918 512,445 1,456 33,676 3,542 63,030 2,007 1,009 10,221 2,985 48,832 475 5,569 722 15,921 425 165 24,634 14,549 61,275 – – 761 224 – – 57,219 23,977 78,625 – – 780 224 – – 152,268 58,042 518,275 1,456 33,676 4,291 63,254 2,007 1,009 210,714 70,895 591,070 1,456 33,676 4,322 63,254 2,007 1,009 10,221 2,985 48,832 475 5,569 722 15,921 425 165 Total Popular, Inc. $834,526 $920,046 $109,091 $112,897 $188,347 $947,423 $1,108,393 $109,091 POPULAR, INC. 2018 ANNUAL REPORT 105 The following tables present the average recorded investment and interest income recognized on impaired loans for the years ended December 31, 2018 and 2017. For the year ended December 31, 2018 (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Puerto Rico Popular U.S. Popular, Inc. Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized $ 693 138,832 148,967 69,406 2,094 509,038 1,195 31,953 – 68,237 1,413 1,248 $ 50 5,742 6,528 4,097 25 17,663 – – – 415 – – $ – – – – 9,565 9,258 – – 5,904 770 – – $ – – – – – 165 – – – – – – $ 693 138,832 148,967 69,406 11,659 518,296 1,195 31,953 5,904 69,007 1,413 1,248 $ 50 5,742 6,528 4,097 25 17,828 – – – 415 – – Total Popular, Inc. $973,076 $34,520 $25,497 $165 $998,573 $34,685 For the year ended December 31, 2017 Puerto Rico Popular U.S. Popular, Inc. Average recorded investment Interest income recognized Average recorded investment Interest income recognized Average recorded investment Interest income recognized $ 130 117,182 156,890 60,466 504,709 1,642 36,109 – 64,467 2,065 915 $ 4 4,745 4,939 1,899 12,661 – – – – – – $ – – – – 9,006 – – 2,964 505 – – $ – – – – 200 – – – – – – $ 130 117,182 156,890 60,466 513,715 1,642 36,109 2,964 64,972 2,065 915 $ 4 4,745 4,939 1,899 12,861 – – – – – – $944,575 $24,248 $12,475 $200 $957,050 $24,448 commitments to lend additional funds to debtors owing receivables whose terms have been modified in TDRs amounted loan portfolio at to $16 million related to the commercial December 31, 2018 (December 31, 2017 - $8 million). At December 31, 2018, the mortgage loan TDRs include $543 million guaranteed by U.S. sponsored entities at BPPR, compared to $449 million at December 31, 2017. (In thousands) Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Popular, Inc. Modifications A modification of a loan constitutes a troubled debt is experiencing financial restructuring when a borrower 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 these Consolidated Financial Statements. TDRs amounted to $1.5 billion at December 31, 2018 (December 31, 2017 - $1.3 billion). The amount of outstanding 106 POPULAR, INC. 2018 ANNUAL REPORT The following table presents the non-covered and covered loans classified as TDRs according to their accruing status and the related allowance at December 31, 2018 and 2017. (In thousands) Accruing Non-Accruing Total Allowance Accruing Non-Accruing Total December 31, 2018 December 31, 2017 Popular, Inc. Related Related Allowance Non-covered loans held-in-portfolio: Commercial Construction Mortgage Leases Consumer $ 229,758 – 906,712 668 94,193 $130,921 1,788 135,758 440 15,651 $ 360,679 $ 46,889 $ 161,220 – 803,278 863 93,916 1,788 1,042,470 1,108 109,844 56 41,211 320 24,523 $ 59,626 – 126,798 393 12,233 $ 220,846 $ 32,472 – – 48,832 930,076 475 1,256 22,802 106,149 Non-covered loans held-in-portfolio $1,231,331 $284,558 $1,515,889 $112,999 $1,059,277 $199,050 $1,258,327 $104,581 Covered loans held-in-portfolio: Mortgage Covered loans held-in-portfolio $ $ – – $ $ – – $ $ – $ – $ – $ – $ 2,658 2,658 $ 3,227 $ 3,227 $ $ 5,885 $ 5,885 $ – – The following tables present the loan count by type of modification for those loans modified in a TDR during the years ended December 31, 2018 and 2017. Loans modified as TDRs for the U.S. operations are considered insignificant to the Corporation. Popular, Inc. For the year ended December 31, 2018 Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Reduction in interest rate Extension of maturity date Combination of reduction in interest rate and extension of maturity date Other – 3 4 6 1 85 – 579 – 1,356 – 25 2,059 2 17 64 87 – 49 – – 27 6 7 – 259 – – – – – 359 4 4 11 – 3 2 383 – – – – – 57 – 432 1 2 – – 492 POPULAR, INC. 2018 ANNUAL REPORT 107 Popular, Inc. For the year ended December 31, 2017 Reduction in interest rate Extension of maturity date Combination of reduction in interest rate and extension of maturity date Other 4 4 3 55 – 491 – 757 – 32 2 17 40 39 1 – 14 6 5 1 1,346 125 – – – 348 9 5 8 2 4 – 376 – – – 125 – 537 1 3 1 1 668 Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total The following tables present, by class, quantitative information related to loans modified as TDRs during the years ended December 31, 2018 and 2017. (Dollars in thousands) Loan count Pre-modification outstanding recorded investment Post-modification outstanding recorded investment Increase (decrease) in the allowance for loan losses as a result of modification Popular, Inc. For the year ended December 31, 2018 Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Construction Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total 2 20 68 93 1 550 4 1,015 39 1,364 10 27 3,193 $ 1,377 109,081 31,233 52,653 4,210 67,518 98 10,065 3,961 21,976 173 601 $ 1,375 79,695 29,962 51,855 4,293 59,919 96 10,671 3,891 21,979 152 599 $302,946 $264,487 $ 106 6,230 1,170 13,981 474 2,696 30 1,331 935 6,320 26 99 $33,398 108 POPULAR, INC. 2018 ANNUAL REPORT Popular, Inc. For the year ended December 31, 2017 (Dollars in thousands) Loan count Pre-modification outstanding recorded investment Post-modification outstanding recorded investment Increase (decrease) in the allowance for loan losses as a result of modification Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total 6 21 43 567 10 1,033 23 768 10 34 2,515 $ 2,172 5,356 2,655 69,084 347 9,283 2,504 12,884 2,043 2,014 $ 2,032 5,346 4,786 64,552 347 10,196 2,421 12,911 1,999 2,014 $ 146 313 507 4,108 101 1,241 299 3,027 362 72 $108,342 $106,604 $10,176 During the year ended December 31, 2018, six loans with an aggregate unpaid principal balance of $82.1 million were restructured into multiple notes (“Note A / B split”). The Corporation recorded $29.6 million charge -offs as part of those loan restructurings. The post-modification outstanding recorded investment in the tables above is presented net of these charge-offs. The restructuring of those loans was made after analyzing the borrowers’ capacity to repay the debt, collateral and ability to perform under the modified terms. The recorded investment on those commercial TDRs amounted to approximately $52.5 million at December 31, 2018 with a related allowance for loan losses amounting to approximately $105 thousand. 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. (Dollars in thousands) Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Consumer: Credit cards HELOCs Personal Auto Other Total Popular, Inc. Defaulted during the year ended December 31, 2018 Loan count Recorded investment as of first default date 2 5 8 161 236 2 107 5 1 527 $11,245 480 7,208 12,362 2,098 205 2,300 115 7 $36,020 POPULAR, INC. 2018 ANNUAL REPORT 109 Popular, Inc. Defaulted during the year ended December 31, 2017 Loan count Recorded investment as of first default date (Dollars in thousands) Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Commercial, consumer and mortgage loans modified in a TDR are closely monitored for delinquency as an early indicator loans modified in a TDR If of possible future default. 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 Corporation has defined a risk rating system to assign a rating to all credit exposures, particularly for the commercial and construction loan portfolios. Risk ratings in the aggregate provide the Corporation’s management the asset quality profile for the loan portfolio. The risk rating system provides for the assignment of ratings at the obligor level based on the financial condition of the borrower. The Corporation’s consumer and mortgage loans are not subject to the risk rating system. Consumer and mortgage loans are classified substandard or loss based on their delinquency status. All other consumer and mortgage loans that are not classified as substandard or loss would be considered “unrated”. The Corporation’s obligor risk rating scales range from rating 1 (Excellent) to rating 14 (Loss). The obligor risk rating reflects the risk of payment default of a borrower in the ordinary course of business. Pass Credit Classifications: Pass (Scales 1 through 8) - Loans classified as pass have a well defined primary source of repayment, with no apparent risk, strong financial position, minimal operating risk, profitability, liquidity and strong capitalization. Watch (Scale 9) - Loans classified as watch have acceptable business credit, but borrower’s operations, cash flow or financial condition evidence more than levels of average supervision and attention from Loan Officers. requires average above risk, 110 POPULAR, INC. 2018 ANNUAL REPORT 3 4 5 110 4 369 1 139 5 1 641 $ 543 1,912 636 10,112 146 3,286 97 3,461 103 9 $20,305 Special Mention (Scale 10) - Loans classified as special mention have potential weaknesses that deserve left uncorrected, management’s close attention. these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Corporation’s credit position at some future date. If Adversely Classified Classifications: Substandard (Scales 11 and 12) - Loans classified as substandard are deemed to be inadequately protected by the current net worth and payment capacity of the if any. Loans obligor or of the collateral pledged, classified as such have well-defined weaknesses that the debt. They are jeopardize the liquidation of characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. the weaknesses inherent Doubtful (Scale 13) - Loans classified as doubtful have all in those classified as substandard, with the additional characteristic that the weaknesses make the collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loss (Scale 14) - Uncollectible and of such little value that continuance as a bankable asset is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this asset even though partial recovery may be effected in the future. Risk ratings scales 10 through 14 conform to regulatory ratings. The assignment of the obligor risk rating is based on relevant information about the ability of borrowers to service their debts such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation periodically reviews its loans classification to evaluate if they are properly classified, and to determine impairment, if any. The frequency of these reviews will depend on the amount of the aggregate outstanding debt, and the risk rating classification of the obligor. In addition, during the renewal and annual review process of applicable credit facilities, the Corporation evaluates the corresponding loan grades. The Corporation has a Commercial Loan Review department within the Corporate Risk Reviews Division that reports directly to the Corporation’s Risk Management Committee and administratively to the Chief Risk Officer, which performs annual comprehensive credit process reviews of all lending groups in BPPR. This group evaluates the credit risk profile of credit each along with originating unit’s each unit level of credit administration effectiveness, including the assessment of the risk rating representative of the current credit quality of the loans, and the evaluation of collateral documentation. The monitoring performed by this group contributes to assess compliance with credit policies and underwriting standards, determine the current risk, evaluate the effectiveness of the credit management process and identify control deficiencies that may arise in the credit-granting process. Based on its findings, Commercial Loan Review recommends corrective actions, that help in maintaining a sound credit process. The Loan Review Group reports the results of the credit process reviews to the Risk Management Committee of the Corporation’s Board of Directors. if necessary, POPULAR, INC. 2018 ANNUAL REPORT 111 The following tables present the outstanding balance, net of unearned income, of non-covered loans held-in-portfolio based on the Corporation’s assignment of obligor risk ratings as defined at December 31, 2018 and 2017. December 31, 2018 Watch Special Mention Substandard Doubtful Loss Sub-total Pass/ Unrated Total $ 1,634 $ 4,548 $ 3,590 $ 470,506 233,173 342,962 $ – – 262,476 655,092 1,389,708 147 3,057 – – – 849 – – 849 $1,393,761 174,510 130,641 542,872 634 2,182 – – – 19 – – 19 $545,707 291,468 156,515 794,535 1,788 154,506 3,301 16,035 165 18,827 24,093 14,743 73,863 $1,027,993 2,078 177 2,255 – – – – – – – – – $2,255 $ 85,901 $ 7,123 $ 6,979 $ $ $ 152,635 9,839 46,555 49,415 5,825 293,776 35,375 – 534 23,963 1,084 42,009 37,741 – 224 2,394 76,459 132,387 58,005 11,032 2,409 – – – – – $ 329,685 – – – – – $ 79,974 – 2,615 1,910 4 4,529 $ 208,362 $ 87,535 $ 11,671 $ 10,569 623,141 243,012 389,517 311,891 660,917 1,683,484 35,522 3,057 534 – – – 849 – – 849 $1,723,446 198,473 131,725 584,881 38,375 2,182 224 – – – 19 – – 19 $625,681 293,862 232,974 926,922 59,793 165,538 2,409 3,301 16,035 2,780 20,737 24,093 14,747 78,392 $1,236,355 – – – – – – – – – – – – – – – – $ $ 2,078 177 2,255 – – – – – – – – – – $2,255 – – – 73 73 – – 12 – – – 84 215 299 384 – – – – – – – – $ 9,772 $ 135,856 $ 145,628 1,046,641 1,275,960 2,322,601 730,532 942,498 2,729,443 2,569 159,745 3,313 16,035 165 19,695 24,177 14,958 75,030 $2,970,100 991,721 2,239,663 4,643,200 83,386 6,273,578 931,460 1,722,253 3,182,161 7,372,643 85,955 6,433,323 934,773 1,031,238 5,186 1,230,930 2,584,608 129,786 4,981,748 $16,913,372 1,047,273 5,351 1,250,625 2,608,785 144,744 5,056,778 $19,883,472 $ 100,003 $ 1,301,537 $ 1,401,540 209,029 1,672,715 1,881,744 75,772 83,368 468,172 131,121 11,032 3,167 223,167 1,004,785 4,202,204 562,373 790,903 22,782 298,939 1,088,153 4,670,376 693,494 801,935 25,949 – 10,964 701 – 11,665 $11,665 – 13,579 2,611 4 16,194 $ 629,686 38 129,473 286,738 220 416,469 $ 5,994,731 38 143,052 289,349 224 432,663 $ 6,624,417 $ – – – 73 73 – – – 12 – 10,964 701 84 215 11,964 $12,049 $ 109,775 $ 1,437,393 $ 1,547,168 1,255,670 2,948,675 4,204,345 806,304 1,025,866 3,197,615 133,690 170,777 3,167 3,313 16,035 13,744 22,306 24,177 14,962 91,224 $3,599,786 1,214,888 3,244,448 8,845,404 645,759 7,064,481 22,782 931,460 1,031,276 134,659 1,517,668 2,584,608 130,006 5,398,217 $22,908,103 2,021,192 4,270,314 12,043,019 779,449 7,235,258 25,949 934,773 1,047,311 148,403 1,539,974 2,608,785 144,968 5,489,441 $26,507,889 (In thousands) Puerto Rico Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Consumer Total Puerto Rico Popular U.S. Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Legacy Consumer: Credit cards HELOCs Personal Other Total Consumer Total Popular U.S. Popular, Inc. Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Legacy Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Consumer Total Popular, Inc. 112 POPULAR, INC. 2018 ANNUAL REPORT 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 Puerto Rico: Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Popular U.S. : Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Legacy (Scales 11 and 12) Substandard (Scales 1 through 8) Pass 11.20 11.11 11.29 11.33 11.22 12.00 Substandard 11.00 11.01 11.16 11.96 11.56 11.21 11.17 6.02 6.93 7.25 7.15 7.09 7.64 Pass 7.39 6.82 7.55 7.26 7.14 7.85 7.94 POPULAR, INC. 2018 ANNUAL REPORT 113 December 31, 2017 Watch Special Mention Substandard Doubtful Loss Sub-total Pass/ Unrated Total $ 1,387 $ 1,708 $ 6,831 $ $ 11,808 $ 6,345 $ 7,936 $ 327,811 335,011 307,579 243,966 453,546 1,026,710 110 2,748 – 215,652 108,554 660,925 4,122 3,564 – 354,990 241,695 911,095 1,545 155,074 1,926 – – 429 – – 429 – – 659 – – 659 $1,029,997 $669,270 18,227 257 20,790 5,446 16,324 61,044 $1,130,684 46,523 16,561 37,178 28,183 4,019 90,533 36,858 – 688 30,893 603 54,402 8,294 – 426 8,590 123,935 177,639 54,276 14,852 3,302 – – – – – – – – – – $ 128,079 $ 63,122 11 6,084 2,069 – 8,164 $ 258,233 $ 13,195 $ 8,053 $ 14,767 374,334 351,572 344,757 272,149 457,565 1,117,243 36,968 2,748 688 – 246,545 109,157 715,327 12,416 3,564 426 – – – 429 – – 429 – – 659 – – 659 $1,158,076 $732,392 363,580 365,630 1,088,734 55,821 169,926 3,302 1,926 18,238 6,341 22,859 5,446 16,324 69,208 $1,388,917 – – 2,124 471 2,595 – – – – – – – – – $2,595 – – – – – – – – – – – – – – – – $ $ 2,124 471 2,595 – – – – – – – – – – $2,595 $ – $ 9,926 $ 136,473 $ 146,399 – 970,401 1,434,158 2,404,559 – 126 126 – – 1,048 816,732 804,392 2,601,451 5,777 161,386 2,974 1,006,882 2,086,935 4,664,448 89,592 6,415,393 807,016 1,823,614 2,891,327 7,265,899 95,369 6,576,779 809,990 – – – 20 440 460 1,093,221 6,087 1,222,312 850,813 157,588 3,330,021 $ 1,634 $2,834,180 $15,243,878 $18,078,058 1,074,994 5,830 1,200,434 845,347 140,824 3,267,429 18,227 257 21,878 5,466 16,764 62,592 $ – $ 26,089 $ 1,184,604 $ 1,210,693 – – – – – – – 100,262 1,588,049 1,688,311 67,666 128,557 322,574 99,428 14,852 4,416 251,309 876,426 3,900,388 685,232 678,776 28,564 318,975 1,004,983 4,222,962 784,660 693,628 32,980 – 8,914 704 – 9,618 100 182,085 298,002 319 480,506 $ 9,618 $ 459,052 $ 5,755,684 $ 6,214,736 89 167,087 295,229 319 462,724 11 14,998 2,773 – 17,782 $ – $ 36,015 $ 1,321,077 $ 1,357,092 – 1,070,663 3,022,207 4,092,870 – 126 126 – – – 1,048 884,398 932,949 2,924,025 105,205 176,238 4,416 2,974 1,258,191 2,963,361 8,564,836 774,824 7,094,169 28,564 807,016 2,142,589 3,896,310 11,488,861 880,029 7,270,407 32,980 809,990 1,093,321 – 188,172 8,914 1,520,314 704 850,813 20 157,907 440 10,078 3,810,527 $11,252 $3,293,232 $20,999,562 $24,292,794 1,075,083 172,917 1,495,663 845,347 141,143 3,730,153 18,238 15,255 24,651 5,466 16,764 80,374 (In thousands) Puerto Rico [1] Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Consumer Total Puerto Rico Popular U.S. Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Legacy Consumer: Credit cards HELOCs Personal Other Total Consumer Total Popular U.S. Popular, Inc. Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Mortgage Legacy Leasing Consumer: Credit cards HELOCs Personal Auto Other Total Consumer Total Popular, Inc. 114 POPULAR, INC. 2018 ANNUAL REPORT The following table presents the weighted average obligor risk rating at December 31, 2017 for those classifications that consider a range of rating scales. Weighted average obligor risk rating Puerto Rico:[1] Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Popular U.S.: Commercial multi-family Commercial real estate non-owner occupied Commercial real estate owner occupied Commercial and industrial Total Commercial Construction Legacy [1] Excludes covered loans acquired in the Westernbank FDIC-assisted transaction. 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 losses with respect to FDIC reimbursed BPPR for 80% of 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 the arrangements applicable to commercial component of (including construction) and consumer loans expired during the quarter ended June 30, 2015, but the arrangement provided for reimbursement of recoveries to the FDIC to continue through the quarter ending June 30, 2018, and for the single family mortgage loss-share component of such agreement to expire in the quarter ended June 30, 2020. As of March 31, 2018, the Corporation had an FDIC loss share asset of $45.6 million, net of amounts owed to the FDIC of $1.1 million, related to the covered assets. As part of the loss- share agreements, BPPR had agreed to make a true-up payment to the FDIC 45 days following the last day (such day, the “true-up measurement date”) of the final shared-loss month, or (Scales 11 and 12) Substandard (Scales 1 through 8) Pass 11.16 11.06 11.28 11.16 11.17 11.00 Substandard 11.00 11.04 11.10 11.82 11.59 11.00 11.11 5.89 6.99 7.14 7.11 7.06 7.76 Pass 7.28 6.74 7.14 6.17 6.80 7.70 7.93 in the event upon the final disposition of all covered assets under the loss- share agreements, 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 (December 31, 2017 - $165 million) and was included as a contingent consideration within the caption of other liabilities in the Consolidated Statements of Financial Condition. all loss-share arrangements On May 22, 2018, the Corporation entered into a Termination Agreement (the “Termination Agreement”) with the FDIC to terminate 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 recorded a gain of $102.8 million within the FDIC loss share income (expense) 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. agreements. Popular loss-share The following table sets forth the activity in the FDIC loss- share asset for the periods presented. POPULAR, INC. 2018 ANNUAL REPORT 115 (In thousands) Balance at beginning of year FDIC loss-share Termination Agreement Amortization Credit impairment losses (reversal) to be covered under loss sharing agreements Reimbursable expenses Net payments from FDIC under loss-sharing agreements Arbitration decision charge Other adjustments attributable to FDIC loss-sharing agreements Balance at end of period Balance due to the FDIC for recoveries on covered assets Balance at end of period Years ended December 31, 2018 2017 2016 $ 46,316 (45,659) (934) 104 537 (364) – – – – $ $ 69,334 – (469) 3,136 2,454 (22,589) – (5,550) $ 46,316 (1,124) $ 310,221 – (10,201) (239) 8,433 (102,596) (136,197) (87) $ 69,334 (27,578) $ – $ 45,192 $ 41,756 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 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. amount of in the 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 the and losses on derivative Corporation’s 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. contracts used to hedge securitization activities. In The following table presents the components of mortgage banking activities: (In thousands) Mortgage servicing fees, net of fair value adjustments: Mortgage servicing fees Mortgage servicing rights fair value adjustments Total mortgage servicing fees, net of fair value adjustments Net gain on sale of loans, including valuation on loans held for sale Trading account profit (loss): Unrealized (losses) gains on outstanding derivative positions Realized gains (losses) on closed derivative positions Total trading account profit (loss) Total mortgage banking activities Years ended December 31, 2016 2017 2018 $49,532 (8,477) $ 48,300 (36,519) $ 58,208 (25,336) 41,055 9,424 11,781 17,088 32,872 26,976 (253) 2,576 2,323 184 (3,557) (3,373) (1) (3,309) (3,310) $52,802 $ 25,496 $ 56,538 Note 12 - Transfers of financial assets and mortgage servicing assets Consolidated Financial Statements for a description of such arrangements. The Corporation typically transfers conforming residential mortgage loans in conjunction with GNMA and FNMA securitization transactions whereby the loans are exchanged for the cash or 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 24 to the and servicing rights. As securities seller, a result of incurred as No liabilities were these securitizations during the years ended December 31, 2018 and 2017 because they did not contain any credit recourse arrangements. The Corporation recorded a net gain of $8.9 million and $15.2 million, respectively, during the years ended December 31, 2018 and 2017 related to the residential mortgage loans securitized. 116 POPULAR, INC. 2018 ANNUAL REPORT The following tables present the initial fair value of the assets obtained as proceeds from residential mortgage loans securitized during the years ended December 31, 2018 and 2017: (In thousands) Assets Debt securities available for sale: Mortgage-backed securities - FNMA Total debt securities available - for-sale Trading account debt securities: Mortgage-backed securities - GNMA Mortgage-backed securities - FNMA Total trading account debt securities Mortgage servicing rights Total (In thousands) Assets Debt securities available for sale: Mortgage-backed securities - FNMA Total debt securities available-for-sale Trading account debt securities: Mortgage-backed securities - GNMA Mortgage-backed securities - FNMA Total trading account debt securities Mortgage servicing rights Total During the year ended December 31, 2018, the Corporation retained servicing rights on whole loan sales involving approximately $57 million in principal balance outstanding (2017 - $49 million), with net realized gains of approximately $0.8 million (2017 - $1.7 million). All loan sales performed during the years ended December 31, 2018 and 2017 were without credit recourse agreements. The Corporation recognizes as assets the rights to service loans for others, whether these rights are purchased or result from asset transfers such as sales and securitizations. These mortgage servicing rights (“MSR”) are measured at fair value. The Corporation uses a discounted cash flow model to estimate the fair value of MSRs. The discounted cash flow model incorporates assumptions that market participants would use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment considerations. Prepayment speeds are adjusted for the Corporation’s loan characteristics and portfolio behavior. among other and late fees, Proceeds Obtained During the Year Ended December 31, 2018 Level 1 Level 2 Level 3 Initial fair value $– $– $– – $– $– $– $ 11,865 $ 11,865 $412,500 82,320 $494,820 $ – $506,685 $ $ $ $ – – – – – $9,337 $9,337 $ 11,865 $ 11,865 $412,500 82,320 $494,820 $ 9,337 $516,022 Proceeds Obtained During the Year Ended December 31, 2017 Level 1 Level 2 Level 3 Initial fair value $– $– $– – $– $– $– $ 16,049 $ 16,049 $376,186 69,798 $445,984 $ – $462,033 $ $ $ – – – – – $6,898 $6,898 $ 16,049 $ 16,049 $376,186 69,798 $445,984 $ 6,898 $468,931 The following table presents the changes in MSRs measured using the fair value method for the years ended December 31, 2018 and 2017. (In thousands) Fair value at beginning of period Additions Changes due to payments on loans [1] Reduction due to loan repurchases Changes in fair value due to changes in valuation model inputs or assumptions Fair value at end of period Residential MSRs December 31, 2018 December 31, 2017 $168,031 10,223 $196,889 7,661 (13,459) (3,721) (15,308) (2,225) 8,703 (18,986) $169,777 $168,031 [1] Represents changes due to collection / realization of expected cash flows over time. POPULAR, INC. 2018 ANNUAL REPORT 117 Residential mortgage loans serviced for others were $15.7 billion at December 31, 2018 (2017 - $16.1 billion). activities Statements Net mortgage servicing fees, a component of mortgage banking of in the Consolidated 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 December 31, 2018, those weighted average mortgage servicing fees were 0.30% (2017 - 0.28%). 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 years ended December 31, 2018 and 2017 were as follows: Years ended December 31, 2018 December 31, 2017 Prepayment speed Weighted average life (in years) Discount rate (annual rate) 5.0% 10.8 11.0% 4.5% 10.8 11.0% Key economic assumptions used to estimate the fair value of MSRs derived from sales and securitizations of mortgage loans performed by the banking subsidiaries and servicing rights purchased from other financial institutions, and the sensitivity to immediate changes in those assumptions, were as follows as of the end of the periods reported: (In thousands) Fair value of servicing rights Weighted average life (in years) Weighted average prepayment speed (annual rate) Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change Weighted average discount rate (annual rate) Impact on fair value of 10% adverse change Impact on fair value of 20% adverse change The sensitivity analyses presented in the tables above for servicing rights are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10 and 20 percent variation in assumptions generally cannot be the change in extrapolated because the relationship of 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 December 31, 2018, the Corporation serviced $1.3 billion (2017 - $1.5 billion) in residential mortgage loans with credit recourse to the Corporation. Under the GNMA securitizations, the Corporation, as servicer, has the right to repurchase (but not the obligation), at its option and without GNMA’s prior authorization, any loan that is collateral for a GNMA guaranteed mortgage-backed security when certain delinquency criteria are met. At the time loans meet GNMA’s specified delinquency that individual 118 POPULAR, INC. 2018 ANNUAL REPORT Originated MSRs Purchased MSRs December 31, December 31, December 31, December 31, 2018 $69,400 7.1 5.1% $ (1,430) $ (2,817) 11.5% $ (3,125) $ (6,019) 2017 $73,951 7.3 5.1% $ (1,503) $ (2,976) 11.5% $ (3,091) $ (5,971) 2018 $100,377 6.6 5.5% $ (2,200) $ (4,328) 11.0% $ (4,354) $ (8,394) 2017 $94,080 6.5 5.7% $ (2,070) $ (3,999) 11.0% $ (3,785) $ (7,235) 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 December 31, 2018, the Corporation had recorded $134 million in mortgage loans on its Consolidated Statements of Financial Condition related to this buy-back option program (2017 - $840 million). As long as the Corporation continues to service the loans that continue to be collateral in a GNMA guaranteed mortgage-backed security, the MSR is recognized by the Corporation. During the year ended December 31, 2018, the Corporation repurchased approximately $321 million of mortgage loans under the GNMA buy-back option program (2017 - $160 million). 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 these 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. Quantitative information about delinquencies, net credit losses, and components of securitized financial assets and other assets managed together with them by the Corporation, ended including its own loan portfolio, the years for December 31, 2018 and 2017, are disclosed in the following tables. Loans securitized/sold represent loans in which the Corporation has continuing involvement in the form of credit recourse. (In thousands) Loans (owned and managed): Commercial Construction Legacy Lease financing Mortgage Consumer Less: Loans securitized / sold Loans held-for-sale Loans held-in-portfolio (In thousands) Loans (owned and managed): Commercial Construction Legacy Lease financing Mortgage Consumer Covered loans Less: Loans securitized / sold Loans held-for-sale Loans held-in-portfolio 2018 Total principal amount of loans, net of unearned Principal amount 60 days or more past due Net credit losses (recoveries) $12,043,019 779,449 25,949 934,773 8,620,667 5,489,441 1,333,987 51,422 $26,507,889 $ 290,759 13,848 3,072 5,140 1,315,384 117,775 129,443 – $1,616,535 $ 85,715 4,452 (2,032) 6,030 66,209 122,170 394 – $282,150 2017 Total principal amount of loans, net of unearned Principal amount 60 days or more past due Net credit losses (recoveries) $11,488,861 880,029 32,980 809,990 8,891,107 3,810,527 517,274 1,488,305 132,395 $24,810,068 $ 305,281 170 3,456 4,464 2,193,772 101,666 65,606 497,304 872 $2,176,239 $ 56,552 (2,630) (1,730) 6,770 76,235 105,655 2,848 1,051 – $242,649 Note 13 - Premises and equipment Premises and equipment are stated at cost less accumulated depreciation and amortization as follows: (In thousands) Premises and equipment: Land Buildings Equipment Leasehold improvements Less - Accumulated depreciation and amortization Subtotal Construction in progress Premises and equipment, net Other premises and equipment: Buildings under capital leases Less - Accumulated amortization Other premises and equipment, net Total premises and equipment, net Useful life in years 2018 2017 10-50 2-10 3-10 7-20 $120,519 $120,519 515,985 336,722 84,244 936,951 533,930 498,208 319,394 78,242 895,844 512,094 403,021 383,750 32,334 30,777 $555,874 $535,046 $ 28,264 14,330 $ 24,903 12,807 $ 13,934 $ 12,096 $569,808 $547,142 POPULAR, INC. 2018 ANNUAL REPORT 119 Depreciation and amortization of premises and equipment for the year 2018 was $52.5 million (2017 -$47.1 million; 2016 - $45.7 million), of which $24.3 million (2017 - $22.4 million; 2016 - $21.4 million) was charged to occupancy expense and $28.2 million (2017 - $24.7 million; 2016 - $24.3 million) was charged to equipment, communications and other operating expenses. Occupancy expense of premises and equipment is net of rental income of $28.2 million (2017 - $26.6 million; 2016 - $27.8 million). For information related to the amortization expense of capital leases, refer to Note 34, Rental expense and commitments. Note 14 - Other real estate owned The following tables present the activity related to Other Real Estate Owned (“OREO”), for the years ended December 31, 2018, 2017 and 2016. (In thousands) Balance at beginning of period Write-downs in value Additions Sales Other adjustments Transfer to non-covered status [1] Ending balance (In thousands) Balance at beginning of period Write-downs in value [1] Additions Sales Other adjustments Ending balance For the year ended December 31, 2018 Non-covered OREO Commercial/Construction Non-covered OREO Mortgage Covered OREO Mortgage $147,849 (10,380) 41,167 (78,330) (728) 15,333 $ 19,595 (287) – (3,282) (693) (15,333) Total $188,855 (13,641) 51,855 (89,720) (644) – $114,911 $ – $136,705 For the year ended December 31, 2017 Non-covered OREO Commercial/Construction Non-covered OREO Mortgage Covered OREO Mortgage $160,044 (16,876) 70,763 (68,145) 2,063 $ 32,128 (3,311) 9,912 (16,273) (2,861) Total $212,573 (25,198) 89,593 (87,183) (930) $147,849 $ 19,595 $188,855 $21,411 (2,974) 10,688 (8,108) 777 – $21,794 $20,401 (5,011) 8,918 (2,765) (132) $21,411 [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. [1] Includes $2.7 million related to the damages from Hurricane Maria, of which $1.3 million were for commercial and $1.4 million for residential. For the year ended December 31, 2016 Non-covered OREO Commercial/Construction Non-covered OREO Mortgage Covered OREO Mortgage $ 32,471 (2,909) 7,372 (15,894) (639) $ 20,401 $122,760 (9,889) 105,140 (56,826) (1,141) $ 36,685 (2,273) 17,588 (18,206) (1,666) Total $191,916 (15,071) 130,100 (90,926) (3,446) $160,044 $ 32,128 $212,573 (In thousands) Balance at beginning of period Write-downs in value Additions Sales Other adjustments Ending balance 120 POPULAR, INC. 2018 ANNUAL REPORT Note 16 - Investments in equity investees During the year ended December 31, 2018, the Corporation recorded earnings of $38.0 million, from its equity investments, compared to $34.1 million for the year ended December 31, 2017. The carrying value of the Corporation’s equity method investments was $ 228 million and $ 215 million at December 31, 2018 and 2017, respectively. following table presents information of aggregated summarized the Corporation’s equity method The financial investees: Note 15 - Other assets The caption of other assets in the consolidated statements of financial condition consists of the following major categories: (In thousands) Net deferred tax assets (net of valuation allowance) Investments under the equity method Prepaid taxes Other prepaid expenses Derivative assets Trades receivable from brokers and counterparties Receivables from investments maturities Principal, interest and escrow servicing advances Guaranteed mortgage loan claims receivable Others Total other assets December 31, 2018 December 31, 2017 $1,049,895 $1,035,110 228,072 33,842 82,742 13,603 215,349 168,852 84,771 16,539 40,088 7,514 – 70,000 Years ended December 31, (In thousands) Operating results: Total revenues Total expenses Income tax expense 88,371 107,299 Net income 59,613 117,908 163,819 122,070 $1,714,134 $1,991,323 At December 31, (In thousands) Balance Sheet: Total assets Total liabilities 2018 2017 2016 $1,074,055 673,632 65,817 $931,627 663,069 42,799 $852,160 634,173 47,434 $ 334,606 $225,759 $170,553 2018 2017 $8,652,539 $6,090,722 $8,439,622 $6,009,911 Summarized financial information for these investees may be presented on a lag, due to the unavailability of information for the investees, at the respective balance sheet dates. Note 17 - Goodwill and other intangible assets The changes in the carrying amount of goodwill for the year ended December 31, 2018, allocated by reportable segments, were as follows (refer to Note 39 for the definition of the Corporation’s reportable segments): (In thousands) Banco Popular de Puerto Rico Popular U.S. Total Popular, Inc. 2018 Balance at January 1, 2018 Goodwill on acquisition $276,420 350,874 $627,294 $60,242 – $60,242 Purchase accounting adjustments $(16,414) – $(16,414) Goodwill impairment Balance at December 31, 2018 $– – $– $320,248 350,874 $671,122 The goodwill recognized during the year ended December 31, 2018 in the reportable segment of Banco Popular de Puerto Rico of $43.8 million, net of purchase accounting adjustments, was related to the Reliable Transaction. Refer to Note 4, Business combination, for additional information. There were no changes in the carrying amount of goodwill for the year ended December 31, 2017. At December 31, 2018 and 2017, the Corporation had $ 6.1 million of identifiable intangible assets with indefinite useful lives, mostly associated with the E-LOAN trademark. POPULAR, INC. 2018 ANNUAL REPORT 121 The following table reflects the components of other intangible assets subject to amortization: (In thousands) December 31, 2018 Core deposits Other customer relationships Trademark Total other intangible assets December 31, 2017 Core deposits Other customer relationships Total other intangible assets Gross Carrying Amount $37,224 34,915 488 $72,627 $37,224 35,683 $72,907 Accumulated Amortization $26,070 25,847 41 $51,958 $22,347 21,051 $43,398 Net Carrying Value $11,154 9,068 447 $20,669 $14,877 14,632 $29,509 The trademark recognized ended December 31, 2018 of $0.5 million was related to the Reliable Transaction. Refer for additional information. to Note 4, Business combination, during year the During the year ended December 31, 2018, the Corporation recognized $9.3 million in amortization expense related to other intangible assets with definite useful lives (2017 - $9.4 million; 2016 - $12.1 million). The following table presents the estimated amortization of the intangible assets with definite useful lives for each of the following periods: (In thousands) Year 2019 Year 2020 Year 2021 Year 2022 Year 2023 Later years $9,140 5,065 2,254 1,378 1,338 1,494 Results of the Annual Goodwill Impairment Test The Corporation’s goodwill and other identifiable intangible assets having an indefinite useful life are tested for impairment, at least annually and on a more frequent basis if events or circumstances indicate impairment could have taken place. Such events could include, among others, a significant adverse change in the business climate, an adverse action by a regulator, an unanticipated change in the competitive environment and a decision to change the operations or dispose of a reporting unit. goodwill accounting impairment analysis is a two-step test. The first step of the goodwill impairment test involves comparing the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed. The the reporting unit standards, applicable Under 122 POPULAR, INC. 2018 ANNUAL REPORT for each reporting unit second step involves calculating an implied fair value of goodwill for which the first step indicated possible impairment. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual liabilities and identifiable intangibles (including any assets, unrecognized intangible assets, such as unrecognized core deposits and trademark) as if the reporting unit was being acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. The Corporation estimates the fair values of the assets and liabilities of a reporting unit, consistent with the requirements of the fair value measurements accounting standard, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of the assets and liabilities reflects market conditions, thus volatility in prices could have a material impact on the determination of the implied fair value of the reporting unit goodwill at test date. The adjustments to measure the assets, liabilities and intangibles at fair value are for the purpose of measuring the implied fair value of goodwill and such adjustments are not reflected in the consolidated statement of condition. If the implied fair value of goodwill exceeds the goodwill assigned to the reporting unit, there is no impairment. If the goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted under applicable accounting standards. the impairment The Corporation performed the annual goodwill impairment evaluation for the entire organization during the third quarter of 2018 using July 31, 2018 as the annual evaluation date. The as well reporting units utilized for this evaluation were those that are one level below the business segments, which are the legal entities within the reportable segment. The Corporation follows push-down accounting, as such all goodwill is assigned to the reporting units when carrying out a business combination. In determining the fair value of a reporting unit, the combination of methods, a Corporation generally uses including market price multiples of comparable companies and transactions, as discounted cash flow analysis. Management evaluates the particular circumstances of each reporting unit in order to determine the most appropriate valuation methodology. The Corporation evaluates the results obtained under each valuation methodology to identify and understand the key value drivers in order to ascertain that the results obtained are reasonable and appropriate under the circumstances. Elements considered include current market and economic conditions, developments in specific lines of business, and any particular features in the individual reporting units. The computations require management to make estimates and assumptions. Critical assumptions that are used as part of these evaluations include: • a selection of comparable publicly traded companies, based on nature of business, location and size; • a selection of comparable acquisition and capital raising transactions; • the discount rate applied to future earnings, based on an estimate of the cost of equity; • the potential future earnings of the reporting unit; and • the market growth and new business assumptions. For purposes of the market comparable approach, valuations were determined by calculating average price multiples of relevant value drivers from a group of companies that are comparable to the reporting unit being analyzed and applying those price multiples to the value drivers of the reporting unit. Multiples used are minority based multiples and thus, no control premium adjustment is made to the comparable companies market multiples. While the market price multiple is not an assumption, a presumption that it provides an indicator of the value of the reporting unit is inherent in the valuation. The determination of the market comparables also involves a degree of judgment. For purposes of the discounted cash flows (“DCF”) approach, the valuation is based on estimated future cash flows. The financial projections used in the DCF valuation analysis for each reporting unit are based on the most recent (as of the valuation date) the / Liability Management Committee Corporation’s Asset (“ALCO”). The growth assumptions included in these projections are based on management’s expectations for each reporting unit’s financial prospects considering economic and financial projections presented to industry conditions as well as particular plans of each entity (i.e. restructuring plans, de-leveraging, etc.). The cost of equity used to discount the cash flows was calculated using the Ibbotson Build-Up Method and ranged from 11.42% to 13.93% for the 2018 analysis. The Ibbotson Build-Up Method builds up a cost of equity starting with the rate of return of a “risk-free” asset (20-year U.S. Treasury note) and adds to it additional risk elements such as equity risk premium, size premium and industry risk premium. The resulting discount rates were analyzed in terms of reasonability given the current market conditions and adjustments were made when necessary. BPPR passed Step 1 in the annual test as of July 31, 2018. The results indicated that the average estimated fair value calculated in Step 1 using all valuation methodologies exceeded BPPR’s equity value by approximately $2.4 billion or 77%. Accordingly, there was no indication of impairment on the goodwill recorded in BPPR at July 31, 2018 and there was no need for a Step 2 analysis. PB also passed Step 1 in the annual test as of July 31, 2018. The results indicated that the average estimated fair value calculated in Step 1 using all valuation methodologies exceeded PB’s equity value by approximately $407 million or 28%. Accordingly, there was no indication of impairment on the goodwill recorded in PB at July 31, 2018 and there was no need for a Step 2 analysis. The goodwill balance of BPPR and PB, as legal entities, the Corporation’s total represented approximately 98% of goodwill balance as of the July 31, 2018 valuation date. the as part of Furthermore, analyses, management performed a reconciliation of the aggregate fair values determined for the reporting units to the market capitalization the fair value results of determined for the reporting units in the July 31, 2018 annual assessment were reasonable. the Corporation concluding that The goodwill impairment evaluation process requires the Corporation to make estimates and assumptions with regard to the fair value of the reporting units. Actual values may differ significantly from these estimates. Such differences could result in future impairment of goodwill that would, in turn, negatively impact the Corporation’s results of operations and the reporting units where the goodwill in the is Corporation’s market capitalization could increase the risk of goodwill impairment in the future. recorded. Declines Management monitors events or changes in circumstances between annual tests to determine if these events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying amount. POPULAR, INC. 2018 ANNUAL REPORT 123 The following tables present the gross amount of goodwill and accumulated impairment losses by reportable segments. (In thousands) Banco Popular de Puerto Rico Popular U.S. Total Popular, Inc. (In thousands) Banco Popular de Puerto Rico Popular U.S. Total Popular, Inc. December 31, 2018 Balance at January 1, 2018 (gross amounts) $280,221 515,285 $795,506 Accumulated impairment losses $ 3,801 164,411 $168,212 Balance at January 1, 2018 (net amounts) Balance at December 31, 2018 (gross amounts) $276,420 350,874 $627,294 $324,049 515,285 $839,334 Accumulated impairment losses $ 3,801 164,411 $168,212 Balance at December 31, 2018 (net amounts) $320,248 350,874 $671,122 December 31, 2017 Balance at January 1, 2018 (gross amounts) $280,221 515,285 $795,506 Accumulated impairment losses $ 3,801 164,411 $168,212 Balance at January 1, 2018 (net amounts) Balance at December 31, 2018 (gross amounts) $276,420 350,874 $627,294 $280,221 515,285 $795,506 Accumulated impairment losses $ 3,801 164,411 $168,212 Balance at December 31, 2018 (net amounts) $276,420 350,874 $627,294 Note 18 - Deposits Total interest bearing deposits as of the end of the periods presented consisted of: December 31, 2018 December 31, 2017 $ 9,722,824 $ 8,561,718 13,221,415 10,885,967 At December 31, 2018, the Corporation had brokered deposits amounting to $0.5 billion (December 31, 2017 - $0.5 billion). The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans was $5 million at December 31, 2018 (December 31, 2017 - $4 million). Note 19 - Borrowings The following table presents the balances of assets sold under agreements to repurchase at December 31, 2018 and 2017. (In thousands) December 31, 2018 December 31, 2017 22,944,239 19,447,685 Assets sold under agreements to 3,260,330 4,356,434 7,616,764 3,446,575 4,068,303 7,514,878 repurchase $281,529 $390,921 Total assets sold under agreements to repurchase $281,529 $390,921 (In thousands) Savings accounts NOW, money market and other interest bearing demand deposits Total savings, NOW, money market and other interest bearing demand deposits Certificates of deposit: Under $100,000 $100,000 and over Total certificates of deposit The repurchase transactions Corporation’s 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. Total interest bearing deposits $30,561,003 $26,962,563 A summary of December 31, 2018 follows: certificates of deposit by maturity at (In thousands) 2019 2020 2021 2022 2023 2024 and thereafter Total certificates of deposit 124 POPULAR, INC. 2018 ANNUAL REPORT $4,191,832 1,460,072 834,767 492,480 576,596 61,017 $7,616,764 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 (Dollars in thousands) U.S. Treasury securities Within 30 days After 30 to 90 days After 90 days Total U.S. Treasury securities Obligations of U.S. government sponsored entities Within 30 days After 30 to 90 days After 90 days Total obligations of U.S. government sponsored entities Mortgage-backed securities Within 30 days After 90 days Total mortgage-backed securities Collateralized mortgage obligations Within 30 days Total collateralized mortgage obligations Total December 31, 2018 December 31, 2017 Repurchase liability Repurchase liability weighted average interest rate Repurchase liability Repurchase liability weighted average interest rate $138,689 79,374 19,558 237,621 – 6,055 – 6,055 6,859 20,465 27,324 10,529 10,529 $281,529 2.56% 2.47 2.72 2.54 – 2.45 – 2.45 1.15 2.75 2.35 0.25 0.25 2.43% $148,516 87,357 43,500 279,373 30,656 19,463 15,937 66,056 31,383 – 31,383 14,109 14,109 $390,921 1.70% 1.70 2.00 1.75 1.77 1.48 1.60 1.64 1.51 – 1.51 0.28 0.28 1.66% POPULAR, INC. 2018 ANNUAL REPORT 125 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 of counterparties, providing a range of securities collateral and pursuing longer durations, when appropriate. from a globally funding diverse group Assets sold under agreements to repurchase: Also, during the quarter ended September 30, 2018, the Corporation issued an aggregate of $300 million principal amount of its 6.125% senior notes due 2023 and recorded debt issuance costs of $6.3 million. On October 15, 2018, the Corporation used the net proceeds, together with available cash, to redeem $450 million of its outstanding 7.00% senior notes due 2019. The following table presents the composition of notes (Dollars in thousands) 2018 2017 payable at December 31, 2018 and 2017. Maximum aggregate balance outstanding at any month-end $401,606 $471,083 Average monthly aggregate balance outstanding Weighted average interest rate: For the year At December 31 $330,585 $399,422 2.01% 2.44% 1.22% 1.50% The following table presents information related to the Corporation’s other short-term borrowings for the periods ended December 31, 2018 and 2017. Other short-term borrowings: (Dollars in thousands) 2018 2017 Advances with the FHLB (2017 - 1.43% to 1.66%) Others Balance outstanding at the end of the period Maximum aggregate balance outstanding at $ $ – 42 42 $ 95,000 1,208 $ 96,208 any month-end $186,200 $240,598 Average monthly aggregate balance outstanding Weighted average interest rate: For the year At December 31 $ 27,833 $ 52,784 2.04% 2.53% 1.61% 1.55% During the quarter ended September 30, 2018, Popular North America, Inc. (“PNA”), a wholly-owned subsidiary of the Corporation, redeemed all outstanding capital securities issued by BanPonce Trust I (the “Trust”), a statutory trust established by PNA, along with the common securities issued by the Trust, which resulted in the concurrent extinguishment of the related junior subordinated debentures with an aggregate book value of $55 million. Refer to Note 20 for additional information on the redemption of these trust preferred securities. (In thousands) Advances with the FHLB with maturities ranging from 2019 through 2029 paying interest at monthly fixed rates ranging from 0.95% to 4.19 % (2017 - 0.84% to 4.19%) Advances with the FHLB maturing on 2019 paying interest monthly at a floating rate of 0.34% over the 1 month LIBOR (2017 - 0.22% to 0.34%) Advances with the FHLB maturing on 2019 paying interest quarterly at floating rates ranging from 0.12% to 0.24% over the 3 month LIBOR (2017 - 0.09% to 0.24%) Unsecured senior debt securities maturing on 2023 paying interest semiannually at a fixed rate of 6.125% (2017 - 7.00%), net of debt issuance costs of $5,961 (2017 - $3,127) 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 $423 (2017 - $449) Capital lease obligations December 31, 2018 December 31, 2017 $ 524,052 $ 572,307 13,000 34,164 19,724 25,019 294,039 446,873 384,875 20,412 439,351 18,642 Total notes payable $1,256,102 $1,536,356 126 POPULAR, INC. 2018 ANNUAL REPORT A breakdown of borrowings by contractual maturities at December 31, 2018 is included in the table below. (In thousands) 2019 2020 2021 2022 2023 Later years No stated maturity Total borrowings At December 31, 2018 and 2017, the Corporation had FHLB borrowing facilities whereby the Corporation could borrow up respectively, of which to $3.4 billion and $3.9 billion, $0.6 billion and $0.7 billion, respectively, were used. In addition, at December 31, 2018 and 2017, the Corporation had the placed $0.9 billion and $0.3 billion, respectively, of available FHLB credit facility as collateral for a municipal letter of credit to secure deposits. The FHLB borrowing facilities are collateralized with loans held-in-portfolio, and do not have restrictive covenants or callable features. At December 31, 2018, the Corporation has a borrowing facility at the discount window of the Federal Reserve Bank of New York amounting to $1.2 billion (2017 - $1.1 billion), which remained unused at December 31, 2018 and 2017. The facility is a collateralized source of credit that is highly reliable even under difficult market conditions. Note 20 - Trust preferred securities Statutory trusts established by the Corporation (BanPonce Trust I, Popular Capital Trust I, Popular North America Capital Trust I and Popular Capital Trust II) had issued trust preferred securities (also referred to as “capital securities”) to the public. The proceeds from such issuances, together with the proceeds of the related issuances of common securities of the trusts (the “common securities”), were used by the trusts to purchase Assets sold under agreements to repurchase Short-term borrowings Notes payable $281,529 – – – – – – $281,529 $ – – – – – – 42 $42 $ 211,763 142,105 22,126 105,455 299,844 474,809 – Total $ 493,292 142,105 22,126 105,455 299,844 474,809 42 $1,256,102 $1,537,673 junior subordinated deferrable interest debentures (the “junior subordinated debentures”) issued by the Corporation. The sole assets of the trusts consisted of the junior subordinated debentures of the Corporation and the related accrued interest receivable. These trusts are not consolidated by the Corporation pursuant to accounting principles generally accepted in the United States of America. The junior subordinated debentures are included by the Corporation as notes payable in the Consolidated Statements of Financial Condition, while the common securities issued by the issuer trusts are included as other investment securities. The common securities of each trust are wholly-owned, or indirectly wholly-owned, by the Corporation. During the quarter ended September 30, 2018, Popular North America, Inc. (“PNA”), a wholly-owned subsidiary of the Corporation, redeemed all outstanding capital securities issued by BanPonce Trust I (the “Trust”), a statutory trust established by PNA, with an aggregate book value of $53 million, along with the common securities issued by the Trust, which resulted the related junior in the concurrent extinguishment of subordinated debentures as discussed in Note 19. amounting to $55 million, The following tables present financial data pertaining to the different trusts at December 31, 2018 and 2017. POPULAR, INC. 2018 ANNUAL REPORT 127 (Dollars in thousands) Issuer Capital securities Distribution rate Common securities Junior subordinated debentures aggregate liquidation amount Stated maturity date Reference notes As of December 31, 2018 Popular North America Capital Trust I Popular Capital Trust I Popular Capital Trust Il $181,063 6.700% $91,651 6.564% $101,023 6.125% $ 5,601 $186,664 November 2033 [2],[4],[5] $ 2,835 $94,486 $ 3,125 $104,148 September 2034 December 2034 [2],[4],[5] [1],[3],[5] Statutory business trust that is wholly-owned by PNA and indirectly wholly-owned by the Corporation. Statutory business trust that is wholly-owned by the Corporation. [1] [2] [3] The obligations of PNA under the junior subordinated debentures and its guarantees of the capital securities under the trust are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the applicable guarantee agreement. [4] These capital securities are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the applicable guarantee agreement. [5] The Corporation has the right, subject to any required prior approval from the Federal Reserve, to redeem after certain dates or upon the occurrence of certain events mentioned below, the junior subordinated debentures at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. The maturity of the junior subordinated debentures may be shortened at the option of the Corporation prior to their stated maturity dates (i) on or after the stated optional redemption dates stipulated in the agreements, in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event as set forth in the indentures relating to the capital securities, in each case subject to regulatory approval. (Dollars in thousands) Issuer Capital securities Distribution rate Common securities Junior subordinated debentures aggregate liquidation amount Stated maturity date Reference notes As of December 31, 2017 Popular North America Capital Trust I Popular Capital Trust I BanPonce Trust I Popular Capital Trust Il $52,865 8.327% $181,063 6.700% $91,651 6.564% $101,023 6.125% $ 1,637 $54,502 $ 5,601 $186,664 February 2027 November 2033 [2],[4],[5] [1],[3],[6] $ 2,835 $94,486 $ 3,125 $104,148 September 2034 December 2034 [2],[4],[5] [1],[3],[5] Statutory business trust that is wholly-owned by PNA and indirectly wholly-owned by the Corporation. Statutory business trust that is wholly-owned by the Corporation. [1] [2] [3] The obligations of PNA under the junior subordinated debentures and its guarantees of the capital securities under the trust are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the applicable guarantee agreement. [4] These capital securities are fully and unconditionally guaranteed on a subordinated basis by the Corporation to the extent set forth in the applicable guarantee agreement. [5] The Corporation has the right, subject to any required prior approval from the Federal Reserve, to redeem after certain dates or upon the occurrence of certain events mentioned below, the junior subordinated debentures at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. The maturity of the junior subordinated debentures may be shortened at the option of the Corporation prior to their stated maturity dates (i) on or after the stated optional redemption dates stipulated in the agreements, in whole at any time or in part from time to time, or (ii) in whole, but not in part, at any time within 90 days following the occurrence and during the continuation of a tax event, an investment company event or a capital treatment event as set forth in the indentures relating to the capital securities, in each case subject to regulatory approval. Same as [5] above, except that the investment company event does not apply for early redemption. [6] At December 31, 2018, the Corporation had $374 million in trust preferred securities outstanding which do not qualify for Tier 1 capital treatment, but instead qualify for Tier 2 capital treatment, compared to $427 million at December 31, 2017, as a result of the previously mentioned redemption by PNA. Note 21 - Stockholders’ equity The Corporation has 30,000,000 shares of authorized preferred stock that may be issued in one or more series, and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series. The Corporation’s shares of preferred stock issued and outstanding at December 31, 2018 and 2017 consisted of: • 6.375% non-cumulative monthly income preferred stock, 2003 Series A, no par value, liquidation preference value of $25 per share. Holders on record of the 2003 Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof, out of funds legally available, non-cumulative cash dividends at the annual rate per share of 6.375% of their liquidation preference value, or $0.1328125 per share per month. These shares of preferred stock are perpetual, nonconvertible, have no 128 POPULAR, INC. 2018 ANNUAL REPORT preferential rights to purchase any securities of the Corporation and are redeemable solely at the option of the Corporation with the consent of the Board of Governors of the Federal Reserve System. The redemption price per share is $25.00. The shares of 2003 Series A Preferred Stock have no voting rights, except for certain rights in instances when the Corporation does not pay dividends for a defined period. These shares are not subject to any sinking fund requirement. Cash dividends declared and paid on the 2003 Series A Preferred Stock amounted to $1.4 million for the year ended December 31, 2018, 2017 and 2016. Outstanding shares of 2003 Series A Preferred Stock amounted to 885,726 at December 31, 2018, 2017 and 2016. • 8.25% non-cumulative monthly income preferred stock, 2008 Series B, no par value, liquidation preference value of $25 per share. The shares of 2008 Series B Preferred Stock were issued in May 2008. Holders of record of the 2008 Series B Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Corporation or an authorized committee thereof, out of funds legally available, non-cumulative cash dividends at the annual rate per share of 8.25% of their liquidation preferences, or $0.171875 per share per month. These shares of preferred stock are perpetual, nonconvertible, have no preferential rights to purchase any securities of the Corporation and are redeemable solely at the option of the Corporation with the consent of the Board of Governors of the Federal Reserve System beginning on May 28, 2013. The redemption price per share is $25.00. Cash dividends declared and paid on the 2008 Series B Preferred Stock amounted to $2.3 million for the year ended December 31, 2018, 2017 and 2016. Outstanding shares of 2008 Series B Preferred Stock amounted to 1,120,665 at December 31, 2018, 2017 and 2016. The Corporation’s common stock trades on the NASDAQ Stock Market LLC (the “NASDAQ”) under the symbol BPOP. The 2003 Series A and 2008 Series B Preferred Stock are not listed on NASDAQ. The Corporation’s common stock ranks junior to all series of preferred stock as to dividend rights and / or as to rights on liquidation, dissolution or winding up of the Corporation. Dividends on each series of preferred stocks are payable if declared. The Corporation’s ability to declare or pay dividends on, or purchase, redeem or otherwise acquire, its common stock is subject to certain restrictions in the event that the Corporation fails to pay or set aside full dividends on the preferred stock for the latest dividend period. The ability of the Corporation to pay dividends in the future is limited by regulatory requirements, legal availability of funds, recent and projected financial results, capital levels and liquidity of the Corporation, general business conditions and other factors deemed relevant by the Corporation’s Board of Directors. common share On January 23, 2017, the Corporation’s Board of Directors approved an increase in the Company’s quarterly common stock dividend from $0.15 per share to $0.25 per share. During the year 2018, cash dividends of $1.00 (2017 - $1.00; 2016 - outstanding were declared $0.60) per amounting to $101.3 million (2017 - $102.1 million; 2016 - $62.2 million) of which $25.1 million were payable to shareholders of common stock at December 31, 2018 (2017 - $25.5 million; 2016 - $15.6 million). The quarterly dividend declared to shareholders of record as of the close of business on December 5, 2018, was paid on January 2, 2019. During the first quarter of 2017, the Corporation completed a $75 million privately negotiated accelerated share repurchase transaction, transaction (“ASR”). As part of the Corporation received 1,847,372 and recognized $79.5 million in treasury stock, based on the stock’s spot price, offset by a $4.5 million adjustment to capital surplus, resulting from the decline in the Corporation’s stock price during the term of the ASR. this shares During the fourth quarter of 2018, the Corporation completed a $125 million ASR. In connection therewith, the Corporation had received an initial delivery of 2,000,000 shares of common stock during the third quarter of 2018 and received 438,180 additional shares of common stock during the fourth quarter of 2018. The final number of shares delivered at settlement was based on the average daily volume weighted average price (“VWAP”) of its common stock, net of a discount, during the term of the ASR of $51.27. On January 23, 2019, the Corporation announced the following actions as part of its capital plan for 2019: (i) an increase in its quarterly common stock dividend from $0.25 per share to $0.30 per share, beginning in the second quarter of 2019, subject to approval by its Board of Directors, and (ii) up to $250 million in common stock repurchases. On February 15, 2019, the Corporation’s Board of Directors approved a quarterly cash dividend of $0.30 per share on its outstanding common stock, payable on April 1, 2019 to shareholders of record at the close of business on March 8, 2019. The Banking Act of the Commonwealth of Puerto Rico requires that a minimum of 10% of BPPR’s net income for the year be transferred to a statutory reserve account until such statutory reserve equals the total of paid-in capital on common and preferred stock. Any losses incurred by a bank must first be charged to retained earnings and then to the reserve fund. Amounts credited to the reserve fund may not be used to pay the Puerto Rico the prior consent of dividends without Commissioner of Financial Institutions. The failure to maintain sufficient statutory reserves would preclude BPPR from paying dividends. BPPR’s fund amounted to $599 million at December 31, 2018 (2017 - $540 million; 2016 - $513 million). During 2018, $58 million was transferred statutory reserve POPULAR, INC. 2018 ANNUAL REPORT 129 to the statutory reserve account (2017 - $27 million, 2016 - $18 million). BPPR was in compliance with the statutory reserve requirement in 2018, 2017 and 2016. Note 22 - Regulatory capital requirements The Corporation, BPPR and PB are subject to various regulatory capital requirements imposed by the federal banking agencies. Failure to meet minimum capital requirements can lead to certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s consolidated financial statements. Popular Inc, BPPR and PB are subject to Basel III capital requirements, including also revised minimum and well capitalized regulatory capital ratios and compliance with the standardized approach for determining risk-weighted assets. The Basel III Capital Rules established a Common Equity Tier I (“CET1”) capital measure and related regulatory capital ratio CET1 to risk-weighted assets. The Basel III Capital Rules provide that a depository institution will be deemed to be well capitalized if it maintained a leverage ratio of at least 5%, a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8% and a total risk- based ratio of at least 10%. Management has determined that at December 31, 2018 and 2017, the Corporation exceeded all capital adequacy requirements to which it is subject. The Corporation has been designated by the Federal Reserve Board as a Financial Holding Company (“FHC”) and is eligible to engage in certain financial activities permitted under the Gramm-Leach-Bliley Act of 1999. At December 31, 2018 and 2017, BPPR and PB were well- regulatory framework for prompt the capitalized under corrective action. The following tables present the Corporation’s risk-based capital and leverage ratios at December 31, 2018 and 2017 under the Basel III regulatory guidance. 130 POPULAR, INC. 2018 ANNUAL REPORT Capital adequacy minimum requirement (including conservation capital buffer) Actual (Dollars in thousands) Amount Ratio Amount Ratio 2018 Total Capital (to Risk- Weighted Assets): Corporation BPPR PB Common Equity Tier I Capital (to Risk- Weighted Assets): Corporation BPPR PB Tier I Capital (to Risk- Weighted Assets): Corporation BPPR PB Tier I Capital (to Average Assets): Corporation BPPR PB $5,354,199 19.54% $2,706,117 2,027,005 3,900,536 19.00 636,450 1,148,253 17.82 9.875% 9.875 9.875 $4,631,511 16.90% $1,746,987 1,308,573 3,638,009 17.72 410,873 1,085,829 16.85 6.375% 6.375 6.375 $4,631,511 16.90% $2,158,043 1,616,473 3,638,009 17.72 507,549 1,085,829 16.85 7.875% 7.875 7.875 $4,631,511 9.88% $1,875,057 1,512,568 3,638,009 9.62 349,580 1,085,829 12.42 4% 4 4 Capital adequacy minimum requirement (including conservation capital buffer) Actual (Dollars in thousands) Amount Ratio Amount Ratio 2017 Total Capital (to Risk- Weighted Assets): Corporation BPPR PB Common Equity Tier I Capital (to Risk- Weighted Assets): Corporation BPPR PB Tier I Capital (to Risk- Weighted Assets): Corporation BPPR PB Tier I Capital (to Average Assets): $4,985,265 19.22% $2,399,052 1,778,498 3,793,268 19.73 587,809 1,083,171 17.05 9.250% 9.250 9.250 $4,226,519 16.30% $1,491,303 1,105,553 3,546,121 18.44 365,395 1,010,232 15.90 $4,226,519 16.30% $1,880,338 1,393,958 3,546,121 18.44 460,715 1,010,232 15.90 5.750% 5.750 5.750 7.250% 7.250 7.250 Corporation BPPR PB $4,226,519 10.02% $1,687,432 1,328,818 3,546,121 10.67 345,681 1,010,232 11.69 4% 4 4 The final Basel III capital rules require the phase out of trust non-qualifying Tier 1 capital preferred securities. At December 31, 2018 the Corporation had $374 million in trust preferred securities outstanding which does not qualify for Tier 1 capital instead qualified for Tier 2 capital treatment. treatment, but instruments such as The Basel III final rules also includes a phase-in capital conservation buffer of 2.5% of risk-weighted assets that is effectively layered on top of the minimum capital risk-based ratios, which places restrictions on the amount of retained earnings that may be used for distributions or discretionary bonus payments as risk-based capital ratios approach their respective “adequately capitalized minimums.” The following table presents the minimum amounts and ratios for the Corporation’s banks to be categorized as well- capitalized. (Dollars in thousands) Amount Ratio Amount Ratio 2018 2017 Total Capital (to Risk- Weighted Assets): BPPR PB Common Equity Tier I Capital (to Risk-Weighted Assets): BPPR PB Tier I Capital (to Risk- Weighted Assets): BPPR PB Tier I Capital (to Average Assets): BPPR PB $2,052,664 644,506 10% $1,922,700 635,469 10 10% 10 $1,334,231 418,929 6.5% $1,249,755 413,055 6.5 6.5% 6.5 $1,642,131 515,605 8% $1,538,160 508,375 8 $1,890,709 436,975 5% $1,661,023 432,102 5 8% 8 5% 5 The following table presents the capital requirements for a standardized approach banking organization under Basel III final rules. Minimum Capital Well-Capitalized 2018 2019 2020 2021 Minimum Capital Plus Capital Conservation Buffer Common Equity Tier 1 to Risk-Weighted Assets Tier 1 Capital to Risk-Weighted Assets Total Capital to Risk-Weighted Assets Leverage Ratio 4.5% 6.0 8.0 4.0 6.5% 8.0 10.0 5.0 6.375% 7.875 9.875 N/A 7.000% 8.500 10.500 N/A 7.000% 8.500 10.500 N/A 7.000% 8.500 10.500 N/A POPULAR, INC. 2018 ANNUAL REPORT 131 Note 23 - Other comprehensive loss The following table presents changes in accumulated other comprehensive loss by component for the years ended December 31, 2018, 2017 and 2016. Changes in Accumulated Other Comprehensive Loss by Component [1] (In thousands) Foreign currency translation Beginning Balance Other comprehensive loss Net change Ending balance Adjustment of pension and postretirement benefit plans Beginning Balance Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss for amortization of net losses Amounts reclassified from accumulated other comprehensive loss for amortization of prior service credit Net change Ending balance Unrealized net holding losses on debt securities Beginning Balance Other comprehensive loss before reclassifications Other-than-temporary impairment amounts reclassified from accumulated other comprehensive loss Amounts reclassified from accumulated other comprehensive loss for gains on securities Net change Ending balance Unrealized net holding gains on equity securities Beginning Balance Reclassification to retained earnings due to cumulative effect adjustment of accounting change Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income for gains on securities Net change Ending balance Unrealized net losses on cash flow hedges Beginning Balance Other comprehensive income (loss) before reclassifications Amounts reclassified from accumulated other comprehensive loss Net change Ending balance Total [1] All amounts presented are net of tax. 132 POPULAR, INC. 2018 ANNUAL REPORT Years ended December 31, 2017 2018 2016 $ (43,034) $ (39,956) $ (35,930) (6,902) (6,902) (3,078) (3,078) (4,026) (4,026) $ (49,936) $ (43,034) $ (39,956) $(205,408) $(211,610) $(211,276) (9,453) (5,164) (11,402) 13,141 13,684 13,386 (2,116) 1,572 (2,318) 6,202 (2,318) (334) $(203,836) $(205,408) $(211,610) $(102,775) $ (69,003) $ (10,182) (71,036) (40,446) (58,958) – – 6,740 (66) 167 (30) (71,036) (33,772) (58,821) $(173,811) $(102,775) $ (69,003) $ 605 $ 685 $ 622 (605) – – (605) – (40) 326 (677) (351) (391) $ $ $ – 121 (201) (80) 605 (402) (790) 1,152 362 (40) – 373 (310) 63 685 (120) (2,203) 1,921 (282) (402) $ $ $ $ $ $ $(427,974) $(350,652) $(320,286) The following table presents the amounts reclassified out of each component of accumulated other comprehensive loss for the years ended December 31, 2018, 2017, and 2016. (In thousands) Adjustment of pension and postretirement benefit plans Amortization of net losses Amortization of prior service credit Unrealized holding losses on debt securities Realized gain on sale of debt securities Unrealized holding gains on equity securities Realized gain on sale of equity securities Unrealized net losses on cash flow hedges Forward contracts Reclassifications Out of Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Operations Years ended December 31, 2016 2017 2018 Personnel costs Personnel costs Total before tax Income tax benefit Total net of tax Net gain on sale and valuation adjustments of investment securities Other-than-temporary impairment losses on available-for-sale debt securities Total before tax Income tax benefit Total net of tax Net gain on sale and valuation adjustments of investment securities Total before tax Income tax expense Total net of tax $(21,542) $(22,428) $(21,948) 3,800 3,800 3,470 (18,072) (18,628) (18,148) 7,047 7,262 7,080 $(11,025) $(11,366) $(11,068) $ $ $ $ – – – – – – – – – $ 83 $ 38 (8,299) (8,216) 1,542 (209) (171) 34 $ (6,674) $ (137) $ $ 251 251 (50) $ 201 $ 341 341 (31) 310 Mortgage banking activities $ 1,110 $ (1,888) $ (3,149) Total before tax Income tax (expense) benefit Total net of tax 1,110 (433) (1,888) (3,149) 736 1,228 $ 677 $ (1,152) $ (1,921) Total reclassification adjustments, net of tax $(10,348) $(18,991) $(12,816) Note 24 - Guarantees The Corporation has obligations upon the occurrence of certain events under guarantees provided in certain contractual agreements as summarized below. financial institutions, The Corporation issues financial standby letters of credit and has risk participation in standby letters of credit issued by in each case to guarantee the other financial performance of various customers to third parties. the customers failed to meet its financial or performance obligation to the third party under the terms of the contract, then, upon their request, the Corporation would be obligated to make the payment to the guaranteed party. At December 31, 2018, the Corporation recorded a liability of $0.3 million (December 31, 2017 - $0.3 million), which represents the unamortized balance of the obligations undertaken in issuing the guarantees under the standby letters of credit. In accordance with the provisions of ASC Topic 460, the Corporation recognizes at fair value the If of letters outstanding in standby future payments that obligation at inception of the standby letters of credit. The fair value approximates the fee received from the customer for issuing such commitments. These fees are deferred and are the commitment period. The contracted recognized over at credit amounts December 31, 2018 and 2017, shown in Note 25, represent the maximum potential amount of the Corporation could be required to make under the guarantees in the event of nonperformance by the customers. These standby letters of credit are used by the customers as a credit enhancement and typically expire without being drawn upon. The Corporation’s standby letters of credit are generally secured, and in the event of nonperformance by the customers, the Corporation has to the underlying collateral provided, which normally includes cash, marketable securities, real estate, receivables, and others. Management does not anticipate any material losses related to these instruments. rights POPULAR, INC. 2018 ANNUAL REPORT 133 Also, from time to time, from time to time, the Corporation securitized mortgage loans into guaranteed mortgage-backed securities subject in certain instances, to 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. Also, the in bulk sale transactions, residential Corporation may sell, mortgage loans and Small Business Administration (“SBA”) commercial to credit recourse or to certain representations and warranties from the Corporation to the purchaser. These representations and warranties may relate, for example, to borrower creditworthiness, loan documentation, collateral, prepayment and early payment defaults. The Corporation may be required to repurchase the loans under the credit recourse agreements or representation and warranties. loans subject the recourse arrangements At December 31, 2018, the Corporation serviced $1.3 billion (December 31, 2017 - $1.5 billion) in residential mortgage loans subject to credit recourse provisions, principally loans associated with FNMA and FHLMC residential mortgage loan securitization programs. In the event of any customer default, pursuant to the credit recourse provided, the Corporation is required to repurchase the loan or reimburse the third party investor for the incurred loss. The maximum potential amount of future payments that the Corporation would be required to make under 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 2018, the Corporation repurchased approximately $ 27 million of unpaid principal balance in mortgage loans subject to the credit recourse provisions (2017 - $ 29 million). In the event of nonperformance by the borrower, the Corporation has rights to the underlying collateral securing the mortgage loan. The Corporation suffers 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 December 31, 2018, the estimated credit loss exposure related to loans sold or serviced with credit recourse amounted to $ 56 million (December 31, 2017 - $ 59 million). The following table shows the changes in the Corporation’s liability of estimated losses from these credit recourses agreements, included in the consolidated statements of financial condition during the years ended December 31, 2018 and 2017. the Corporation’s liability established to cover 134 POPULAR, INC. 2018 ANNUAL REPORT (In thousands) Balance as of beginning of period Provision for recourse liability Net charge-offs Balance as of end of period Years ended December 31, 2017 2018 $ 58,820 12,200 (14,790) $ 54,489 20,446 (16,115) $ 56,230 $ 58,820 sold” in the relevant The estimated losses to be absorbed under the credit recourse arrangements are recorded as a liability when the loans are sold and are updated by accruing or reversing expense (categorized in the line item “Adjustments (expense) to indemnity reserves on loans consolidated statements of operations) throughout the life of the loan, as information becomes necessary, when additional available. The methodology used to estimate the recourse liability is a function of the recourse arrangements given and considers a variety of factors, which include actual defaults and loss experience, foreclosure rate, estimated future historical defaults and the probability that a loan would be delinquent. Statistical methods are used to estimate the recourse liability. Expected loss rates are applied to different loan segmentations. The expected loss, which represents the amount expected to be lost on a given loan, considers the probability of default and loss the probability that a loan in good standing would become 90 days twelve-month period. following delinquent within the Regression analysis quantifies the relationship between the default event and loan-specific characteristics, including credit scores, loan-to-value ratios, and loan aging, among others. severity. The probability of default represents the loans characteristics When the Corporation sells or securitizes mortgage loans, it generally makes customary representations and warranties the regarding sold. The of Corporation’s mortgage operations in Puerto Rico group conforming mortgage loans into pools which are exchanged for FNMA and GNMA mortgage-backed securities, which are generally sold to private investors, or are sold directly to FNMA for cash. As required under the government agency programs, quality review procedures are performed by the Corporation to ensure that asset guideline qualifications are met. 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 $12 million in repurchases under BPPR’s representation and warranty ended December 31, 2018 and $0.1 million during the year ended December 31, 2017. A substantial amount of these loans reinstate to performing status or have mortgage insurance, and thus the ultimate losses on the loans are not deemed significant. in the Corporation’s liability for estimated losses associated with the indemnifications and representations and warranties related to arrangements following presents changes during table year The the the loans sold by BPPR during the years ended December 31, 2018 and 2017. financial statements for preferred securities. further information on the trust (In thousands) Balance as of beginning of period Provision for representation and warranties Net charge-offs Balance as of end of period Years ended December 31, 2017 2018 $11,742 78 (983) $10,936 874 (68) $10,837 $11,742 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 December 31, 2018, the Corporation serviced $15.7 billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31, 2017 - $16.1 billion). The Corporation generally recovers funds advanced pursuant to these arrangements from the mortgage owner, from liquidation proceeds when the mortgage loan is foreclosed or, in the case of FHA/VA loans, under the applicable FHA and VA insurance and guarantees programs. However, 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 December 31, 2018, the outstanding balance of funds advanced by the Corporation under such mortgage loan servicing agreements was approximately $88 million (December 31, 2017 - $107 million). To the extent the mortgage loans underlying the Corporation’s servicing portfolio experience increased delinquencies, the Corporation would be required to dedicate additional cash resources to comply with its obligation to advance funds as well as incur additional administrative costs related to increases in collection efforts. in the meantime, guarantees Inc. Holding Company (“PIHC”) fully and Popular, unconditionally certain borrowing obligations issued by certain of its wholly-owned consolidated subsidiaries amounting to $ 94 million and $ 149 million at December 31, 2018 and December 31, 2017, respectively. In addition, at December 31, 2018 and December 31, 2017, PIHC fully and basis unconditionally a $374 million and $ 427 million, respectively, 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 subordinated guaranteed on the financial needs of Note 25 - 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 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) December 31, 2018 December 31, 2017 Commitments to extend credit: Credit card lines Commercial and construction lines of credit Other consumer unused credit commitments Commercial letters of credit Standby letters of credit Commitments to originate or fund mortgage loans $4,468,481 $4,303,256 2,751,390 3,011,673 254,491 2,695 26,479 250,029 2,116 33,633 22,629 15,297 At December 31, 2018 and 2017, the Corporation maintained a reserve of approximately $8 million and $10 million, respectively, for potential losses associated with unfunded loan commitments related to commercial and consumer lines of credit. Business concentration Since the Corporation’s business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition are dependent upon the general trends of the Puerto and in particular, Rico economy the commercial real estate markets. The concentration of residential and, the POPULAR, INC. 2018 ANNUAL REPORT 135 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 39 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 its the restructuring of instrumentalities and municipalities. The Commonwealth and several commenced debt restructuring proceedings under PROMESA. As of the date of this report, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such debt restructuring proceeding under PROMESA. instrumentalities have the Commonwealth, the debts of its of totaled $458 million, which was municipalities fully outstanding at year end (compared to a direct exposure of approximately $484 million, which was fully outstanding at December 31, 2017). Of this amount, $413 million consists of loans and $45 million are securities ($435 million and $49 million at December 31, 2017). Substantially all of the amount outstanding at December 31, 2018 was obligations from various Puerto Rico municipalities. In most cases, these are “general obligations” of a municipality, to which the applicable municipality has pledged its good faith, credit and a unlimited taxing power, or municipality, to which the applicable municipality has pledged other the revenues. At December 31, 2018, 75% of Corporation’s exposure to municipal loans and securities was concentrated in the municipalities of San Juan, Guaynabo, Carolina and Bayamón. “special obligations” of At December 31, 2018, the Corporation’s direct exposure to the Puerto Rico government and its instrumentalities and 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) Central Government After 1 to 5 years After 5 to 10 years After 10 years Total Central Government Government Development Bank (GDB) After 10 years Total Government Development Bank (GDB) Puerto Rico Highways and Transportation Authority After 5 to 10 years Total Puerto Rico Highways and Transportation Authority Municipalities Within 1 year After 1 to 5 years After 5 to 10 years After 10 years Total Municipalities Total Direct Government Exposure Investment Portfolio Loans Total Outstanding Total Exposure $ 5 39 26 70 3 3 5 5 $ – – – – – – – – $ 5 39 26 70 3 3 5 5 $ 5 39 26 70 3 3 5 5 3,510 16,505 23,885 845 44,745 15,265 198,022 101,693 98,185 413,165 18,775 214,527 125,578 99,030 457,910 18,775 214,527 125,578 99,030 457,910 $44,823 $413,165 $457,988 $457,988 In addition, at December 31, 2018, the Corporation had $368 million in loans insured or securities issued by Puerto Rico governmental entities but for which the principal source of repayment is non-governmental ($386 million at December 31, 2017). These included $293 million in residential mortgage loans insured by the Puerto Rico Housing Finance Authority (“HFA”), instrumentality that has been designated as a covered entity under PROMESA (December 31, 2017 - $310 million). These mortgage loans are secured by first a governmental foreclosure of mortgages on Puerto Rico residential properties and the HFA insurance covers losses in the event of a borrower default and subsequent the underlying property. The Corporation also had at December 31, 2018, $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, 2017 - $44 million). In the event that 136 POPULAR, INC. 2018 ANNUAL REPORT 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. 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, 2017 - $7 million), and issued by $23 million of commercial government entities but that are payable from rent paid by non- governmental parties (December 31, 2017 - $25 million). In addition, at December 31, 2018, real estate notes 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 $76 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 their outstanding debt obligations. to service it litigation, has meritorious Legal Proceedings The nature of Popular’s business ordinarily results in a certain number of claims, investigations, and legal and administrative cases and proceedings (“Legal Proceedings”). it has meritorious When the Corporation determines that defenses to the claims asserted, it vigorously defends itself. The Corporation will consider the settlement of cases (including cases where 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 relevant quarterly basis loss is not developments. For matters where a material defenses) when, appropriate to reflect any as probable, or the amount of the loss cannot be reasonably estimated, no accrual is established. In certain cases, exposure to loss exists in excess of the accrual to the extent such loss is reasonably possible, but not probable. Management believes and estimates that the aggregate range of reasonably possible losses (with respect to those matters where such limits may be determined, in excess of amounts accrued), for current Legal Proceedings ranges from $0 to approximately $27.1 million as of December 31, 2018. For certain other cases, management cannot reasonably estimate the possible loss at this time. Any estimate involves significant judgment, given the varying stages of the Legal Proceedings (including the fact that many of them are currently in preliminary stages), the existence of multiple defendants in several of the current Legal Proceedings whose share of liability has yet to be determined, the numerous unresolved issues in many of the Legal Proceedings, and the inherent uncertainty of the various potential outcomes of such Legal Proceedings. from Accordingly, management’s time-to-time, and actual losses may be more or less than the current estimate. estimate will change and available While the outcome of Legal Proceedings is inherently uncertain, based on information currently available, advice of counsel, coverage, management insurance 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 “Defendant MAPFRE-PRAICO Insurance Company (the 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 POPULAR, INC. 2018 ANNUAL REPORT 137 commissions allegedly paid by Insurance Companies during the relevant the “good experience” time Defendant 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. On December 21, 2017, plaintiffs sought to amend the complaint and, on January 2018, defendants filed an answer thereto. Separately, on October 26, 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. The parties have not yet reached an agreement as to the class notification procedures. On November 14, 2018 and on January 30, 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. A status and settlement conference is scheduled for March 27, 2019. insurance deductible BPPR has separately been named a defendant in a putative class action complaint captioned Ramirez Torres, et al. v. Banco Popular de Puerto Rico, et al, filed before the Puerto Rico Court of First Instance, San Juan Part. The complaint seeks damages and preliminary and permanent injunctive relief on behalf of the purported class against the same Popular Defendants, as well as other financial institutions with insurance brokerage subsidiaries in Puerto Rico. Plaintiffs essentially contend that in November 2015, Antilles Insurance Company obtained approval from the Puerto Rico Insurance Commissioner to market an endorsement that allowed its customers to obtain reimbursement on their for good experience, but that defendants failed to offer this product or disclose its existence to their customers, favoring other their duties as insurance products instead, 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 to a determination that treble damages (the latter subject defendants engaged in anti-monopolistic practices in failing to offer this product). Between late March and early April of 2017, co-defendants filed motions to dismiss the complaint and for preliminary injunctive relief. A opposed the request co-defendant filed a third-party Complaint against Antilles Insurance Company. A preliminary injunction and class certification hearing originally scheduled for April 6, 2017 was subsequently postponed, pending resolution of the motions to dismiss. On July 2017, the Court dismissed the complaint with in violation of 138 POPULAR, INC. 2018 ANNUAL REPORT prejudice. In August 2017, plaintiffs appealed this judgment and, on March 2018, the Court of Appeals reversed the Court of First Instance’s dismissal. On May 2018, all defendants filed their respective Petitions of Certiorari to the Puerto Rico Supreme Court, which denied review. The case is pending scheduling of status conference, class certification or injunctive relief hearings. 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 them in processes while filing foreclosure claims against 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 waived service of process in June 2017 and filed a motion to dismiss in August 2017, as did most co-defendants. On 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. On January 22, 2019, the Appellants filed their brief. Appellees’ filed a request for extension of time to file their brief, which if granted, would become due on March 27, 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, denying the motion for class certification in September 2018. In October 2018, plaintiffs filed a Motion for Reconsideration of such denial, which BPPR opposed. Those motions are still pending. the relevant in a complaint BPPR has been named a defendant 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, 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 the FDIC discussions with plaintiffs. 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, on April 2018, the state court stayed the proceedings in response thereto. On October 18, 2018, the Court granted FDIC’s motion to stay the proceedings until plaintiffs have exhausted administrative remedies. In November 2017, for that information from departments of investigate mortgage-related conduct. Mortgage-Related Investigations The Corporation and its subsidiaries from time to time receive the U.S. requests government 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 and concerning 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. residential appraisals estate real Separately, in July 2017, management learned that certain letters generated by the Corporation to comply with Consumer Financial Protection Bureau (“CFPB”) rules requiring written notification to borrowers who have submitted a loss mitigation application were not mailed to borrowers over a period of up to approximately three-years due to a systems interface error. Loss mitigation is a process whereby creditors work with mortgage loan borrowers who are having difficulties making their loan payments on their debt. The loss mitigation process applies both to mortgage loans held by the Corporation and to mortgage loans serviced by the Corporation for third parties. The Corporation has corrected the systems interface error that caused the letters not to be sent. The Corporation notified 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. the This was due to, among other things, Corporation regularly uses means other than the mail to including email and hand communicate with borrowers, 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. applicable regulators the fact that 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. (the “Lenders”) proceeding Other Significant Proceedings In June 2017, a syndicate comprised of BPPR and other local filed an involuntary Chapter 11 banks bankruptcy and against Betteroads Asphalt 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 counterclaimed, asserting damages in excess of $900 million. The Lenders ultimately joined in the commencement of these involuntary to bankruptcy proceedings against preserve and recover the Involuntary Debtors’ assets, having subsequently the Debtors involuntary in order debtors POPULAR, INC. 2018 ANNUAL REPORT 139 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 the of an involuntary petition under 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. An evidentiary hearing is set for May 23, 2019 to consider whether or not the involuntary petitions were filed in bad faith, that is, for an improper purpose that constitutes an abuse of the bankruptcy process. section 303(b) of one claimed damages arbitration with 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 169 arbitration proceedings with aggregate claimed amounts of approximately $201 million, including 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. 140 POPULAR, INC. 2018 ANNUAL REPORT Subpoenas for Production of Documents in relation to PROMESA Title III Proceedings Popular Securities has, together with Popular, Inc. and BPPR (collectively, the “Popular Companies”) filed an appearance in connection with the Commonwealth of Puerto Rico’s pending Title III bankruptcy proceeding. Its appearance was prompted by a request by the Commonwealth’s Unsecured Creditors’ Committee (“UCC”) to allow a broad discovery program under Rule 2004 to investigate, among other things, the causes of the Puerto Rico financial crisis. The Rule 2004 request sought broad discovery not only from the Popular Companies, but also from others, spanning in excess of eleven (11) years. The Oversight Board, as well as the Popular Companies and others, opposed the UCC’s request. Magistrate Dein denied the UCC’s request without prejudice and allowed the law firm of Kobre & Kim to carry out its own independent investigation on behalf of the Oversight Board. for requests The Popular Companies have separately been served with the preservation and voluntary additional production of certain documents and witnesses from the UCC and the COFINA Agents in connection with the COFINA- Commonwealth adversary complaint, as well as from the Oversight Board’s Independent Investigator, Kobre & Kim, with respect investigation. The Popular Companies cooperated with all such requests and asked that such requests be submitted in the form of a subpoena to address privacy and confidentiality considerations pertaining to some of the documents involved in the production. independent its to On August 20, 2018, Kobre & Kim issued its Final Report, which contained various references to the Popular Companies, including allegations 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 Popular Companies and could also serve as a basis to equitably subordinate any claim it files in the Title III proceeding to other claims. The Oversight Board also created a special claims committee as a result of the Final Report and such committee, along with the UCC, filed in January 14, 2019 a joint objection seeking the disallowance of more than $6 billion in Commonwealth G.O. bonds issued in or after March 2012, including issuances in which Popular Securities participated as underwriter, alleging that such bonds were unconstitutional. Note 26 - Non-consolidated variable interest entities The Corporation is involved with three statutory trusts which it established 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 in the trusts, and therefore, cannot be the trusts’ interest primary beneficiary. Furthermore, the Corporation concluded that it did not hold a controlling financial interest in these the trusts are predetermined trusts since the decisions of 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 includes owning in these guaranteed loan securitizations 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. these entities The Corporation concluded that, essentially, (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, agency collateralized mortgage obligations and private label collateralized mortgage obligations issued by third party VIEs in which it has no other form of continuing involvement. Refer to Note 29 to the consolidated financial statements for additional information on the debt securities outstanding at December 31, 2018 and 2017, which are classified as available-for-sale and trading securities in the Corporation’s consolidated statements of financial condition. In addition, the Corporation holds variable interests in the form of servicing fees, since it retains the right to service the transferred loans in those government-sponsored special purpose entities (“SPEs”) and may also purchase the right to service loans in other government-sponsored SPEs that were transferred to those SPEs by a third-party. The following table presents the carrying amount and classification of the assets related to the Corporation’s variable interests in non-consolidated VIEs and the maximum exposure to loss as a result of the Corporation’s involvement as servicer of GNMA and FNMA loans at December 31, 2018 and 2017. (In thousands) Assets Servicing assets: Mortgage servicing rights Total servicing assets Other assets: Servicing advances Total other assets Total assets Maximum exposure to loss December 31, 2018 December 31, 2017 $136,280 $136,280 $ 37,988 $ 37,988 $174,268 $174,268 $132,692 $132,692 $ 47,742 $ 47,742 $180,434 $180,434 The size of in which the the non-consolidated VIEs, Corporation has a variable interest in the form of servicing fees, measured as the total unpaid principal balance of the loans, amounted to $10.6 billion at December 31, 2018 (December 31, 2017 - $11.7 billion). The Corporation determined that the maximum exposure to loss includes the fair value of the MSRs and the assumption that the servicing advances at December 31, 2018 and 2017 will not be recovered. The agency debt securities are not included as part of the maximum exposure to loss since they are guaranteed by the related agencies. In September of 2011, BPPR sold construction and commercial real estate loans to a newly created joint venture, PRLP 2011 Holdings, LLC. In March of 2013, BPPR completed a sale of commercial and construction loans, and commercial and single family real estate owned to a newly created joint venture, PR Asset Portfolio 2013-1 International, LLC. These joint ventures were created for the limited purpose of acquiring the loans from BPPR; servicing the loans through a third-party servicer; ultimately working out, resolving and/or foreclosing the loans; and indirectly owning, operating, constructing, developing, leasing and selling any real properties acquired by the joint ventures through deed in lieu of foreclosure, foreclosure, or by resolution of any loan. BPPR provided financing to PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC for the acquisition of the assets in an amount equal to the acquisition loan of $86 million and $182 million, respectively. The acquisition loans have a 5-year maturity and bear a variable interest at 30-day LIBOR plus 300 basis points and are secured by a pledge of all of In addition, BPPR provided these joint ventures with a non-revolving advance facility (the “advance facility”) of $69 million and $35 million, respectively, and costs-to-complete related to certain construction projects, and a revolving working capital line (the “working capital line”) of to fund certain $20 million and $30 million, respectively, the acquiring entity’s assets. commitments unfunded cover to POPULAR, INC. 2018 ANNUAL REPORT 141 the joint venture. As part of operating expenses of these transactions, BPPR received $48 million and $92 million, respectively, in cash and a 24.9% equity interest in each joint venture. The Corporation is not required to provide any other financial support to these joint ventures. BPPR accounted for both transactions as a true sale pursuant 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 December 31, 2018. to ASC Subtopic 860-10. The Corporation has determined that PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013-1 International, LLC are VIEs but it is not the primary beneficiary. All decisions are made by Caribbean Property Group (“CPG”) (or an affiliate thereof) (the “Manager”), except for certain limited material decisions which would require the unanimous consent of all members. The Manager is authorized to execute and deliver on behalf of the joint ventures any and all documents, contracts, certificates, agreements and instruments, and to take any action deemed necessary in the benefit of the joint ventures. The Corporation holds variable interests in these VIEs in the form of the 24.9% equity interests and the financing provided to these joint ventures. The equity interest is accounted for under the equity method of accounting pursuant to ASC Subtopic 323-10. The following tables present the carrying amount and classification of related to the the assets and liabilities Corporation’s variable interests in the non-consolidated VIEs, PRLP 2011 Holdings, LLC and PR Asset Portfolio 2013- International, LLC, and their maximum exposure to loss at December 31, 2018 and 2017. PRLP 2011 Holdings, LLC PR Asset Portfolio 2013-1 International, LLC December 31, 2018 December 31, 2017 December 31, 2018 December 31, 2017 $ 6,469 $ 6,469 $(2,566) $(2,566) $ 3,903 $7,199 $7,199 $ (20) $ (20) $7,179 $ 5,794 $ 5,794 $ 12,874 $ 12,874 $(7,994) $(7,994) $(10,501) $(10,501) $(2,200) $ 2,373 (In thousands) Assets Other assets: Equity investment Total assets Liabilities Deposits Total liabilities Total net assets Maximum exposure to loss $ 3,903 $7,179 $ – $ 2,373 The Corporation determined that the maximum exposure to loss under a worst case scenario at December 31, 2018 would be not recovering the net assets held by the Corporation as of the reporting date. ASU 2009-17 requires that an ongoing primary beneficiary the assessment Corporation is the primary beneficiary of any of the VIEs it is to determine whether should be made 142 POPULAR, INC. 2018 ANNUAL REPORT Note 27 - Derivative instruments and hedging activities The use of derivatives the incorporated as part of is Corporation’s overall interest rate risk management strategy to minimize significant unplanned fluctuations in earnings and cash flows that are caused by interest rate volatility. The Corporation’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that the net interest income is not materially affected by movements in interest rates. The Corporation uses derivatives in its trading activities to facilitate customer transactions, and as a means of risk management. As a result of interest rate fluctuations, hedged fixed and variable interest rate assets and liabilities will appreciate or depreciate in fair value. The effect of this unrealized appreciation or depreciation is expected to be substantially offset by the Corporation’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. As a matter of policy, the Corporation does not use highly leveraged derivative instruments for interest rate risk management. Market risk is the adverse effect that a change in interest rates, currency exchange rates, or implied volatility rates might have on the value of a financial instrument. The Corporation manages the market risk associated with interest rates and, to a limited extent, with fluctuations in foreign currency exchange rates by establishing and monitoring limits for the types and degree of risk that may be undertaken. the fair value of By using derivative instruments, the Corporation exposes itself to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, the Corporation’s credit risk will equal the derivative asset. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes risk for the the Corporation, Corporation. To manage the risk, the Corporation deals with counterparties of good credit standing, enters into master netting agreements whenever possible and, when appropriate, obtains collateral. On the other hand, when the fair value of a derivative contract the Corporation owes the counterparty and, therefore, the fair value of derivatives liabilities incorporates nonperformance risk or the risk that the obligation will not be fulfilled. thus creating a repayment is negative, level of credit risk The credit attributed counterparty’s nonperformance risk is incorporated in the fair value of the fair value derivatives. Additionally, measurements guidance, the fair value of the Corporation’s own required by the the to as credit standing is considered in the fair value of the derivative liabilities. During the year ended December 31, 2018, inclusion of the credit risk in the fair value of the derivatives resulted in a loss of $0.6 million from the Corporation’s credit standing adjustment. During the years ended December 31, 2017 and 2016, the Corporation recognized a gain of $ 0.2 million and a loss of $ 0.9 million, respectively, from the Corporation’s credit standing adjustment and a loss of $ 0.1 million and a gain of $0.4 million, the counterparties’ credit risk. assessment of respectively, from the 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. Pursuant to the Corporation’s accounting policy, the fair value of derivatives is not offset with the fair value of other derivatives held with the same counterparty even if these agreements allow a right of set-off. In addition, the fair value of derivatives is not offset with the amounts for the right to reclaim financial collateral or the obligation to return financial collateral. The Corporation’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. Financial instruments designated as cash flow hedges or non-hedging derivatives outstanding at December 31, 2018 and 2017 were as follows: Notional amount Derivative assets Derivative liabilities At December 31, 2017 2018 Statement of condition classification Fair value at December 31, 2017 2018 Statement of condition classification Fair value at December 31, 2017 2018 $ $ $ $ $ $ 734 734 – – 119 – 132 132 19 10 87 – 11,467 14,183 (In thousands) Derivatives designated as hedging instruments: Forward contracts Total derivatives designated as hedging instruments $ 89,590 $ 98,850 Derivatives not designated as hedging instruments: $ 89,590 $ 98,850 Other assets $ $ 12 12 $ $ 76 76 Other liabilities Forward contracts Interest rate swaps Interest rate caps Indexed options on deposits $ – – 177,826 69,254 $ 70,850 2,252 185,596 70,306 Trading account securities Other assets Other assets Other assets $ – – 125 13,466 $ 180 10 97 16,356 Bifurcated embedded options 62,902 66,077 – – – Total derivatives not designated as Other liabilities Other liabilities Other liabilities – Interest bearing deposits hedging instruments $309,982 $395,081 $13,591 $16,643 $11,586 $14,299 Total derivative assets and liabilities $399,572 $493,931 $13,603 $16,719 $12,320 $14,431 POPULAR, INC. 2018 ANNUAL REPORT 143 Cash Flow Hedges The Corporation utilizes forward contracts to hedge the sale of mortgage-backed securities with duration terms over one month. Interest rate forwards are contracts for the delayed delivery of securities, which the seller agrees to deliver on a specified future date at a specified price or yield. These forward contracts are hedging a forecasted transaction and thus qualify for cash flow hedge accounting. Changes in the fair value of the derivatives are recorded in other comprehensive income (loss). The amount included in accumulated other comprehensive income (loss) corresponding to these forward contracts is expected to be reclassified to earnings in the next twelve months. These contracts have a maximum remaining maturity of 80 days at December 31, 2018. For cash flow hedges, net gains (losses) on derivative contracts that are reclassified from accumulated other comprehensive income (loss) to current period earnings are included in the line item in which the hedged item is recorded and during the period in which the forecasted transaction impacts earnings, as presented in the tables below. Year ended December 31, 2018 Amount of net gain (loss) recognized in OCI on derivatives (effective portion) $536 $536 (In thousands) Forward contracts Total Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion) Mortgage banking activities Amount of net gain (loss) reclassified from AOCI into income (effective portion) Amount of net gain (loss) recognized in income on derivatives (ineffective portion) $1,202 $1,202 $(92) $(92) Year ended December 31, 2017 Amount of net gain (loss) recognized in OCI on derivatives (effective portion) $(1,295) $(1,295) (In thousands) Forward contracts Total Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion) Mortgage banking activities Amount of net gain (loss) reclassified from AOCI into income (effective portion) Amount of net gain (loss) recognized in income on derivatives (ineffective portion) $(1,920) $(1,920) $32 $32 Year ended December 31, 2016 Amount of net gain (loss) recognized in OCI on derivatives (effective portion) $(3,612) $(3,612) (In thousands) Forward contracts Total Classification in the statement of operations of the net gain (loss) reclassified from AOCI into income (effective portion and ineffective portion) Mortgage banking activities Amount of net gain (loss) reclassified from AOCI into income (effective portion) Amount of net gain (loss) recognized in income on derivatives (ineffective portion) $(3,148) $(3,148) $ (1) $ (1) Fair Value Hedges At December 31, 2018 and 2017, there were no derivatives designated as fair value hedges. 144 POPULAR, INC. 2018 ANNUAL REPORT Non-Hedging Activities For the year ended December 31, 2018, the Corporation recognized a gain of $ 1.3 million (2017 – loss of $ 0.9 million; 2016 – loss of $ 0.1 million) related to its non-hedging derivatives, as detailed in the table below. (In thousands) Forward contracts Interest rate swaps Foreign currency forward contracts Foreign currency forward contracts Interest rate caps Indexed options on deposits Bifurcated embedded options Total Amount of Net Gain (Loss) Recognized in Income on Derivatives Classification of Net Gain (Loss) Recognized in Income on Derivatives Year ended December 31, 2018 Year ended December 31, 2017 Year ended December 31, 2016 Mortgage banking activities Other operating income Other operating income Interest expense Other operating income Interest expense Interest expense $1,213 – – – (4) 114 (50) $1,273 $(1,484) 51 67 (14) (48) 5,934 (5,429) $ (923) $ (160) 333 27 12 57 1,981 (2,374) $ (124) Forward Contracts The Corporation has forward contracts to sell mortgage-backed securities, which are accounted for as trading derivatives. Changes in their fair value are recognized in mortgage banking activities. tied to the same indexes from major broker dealer companies in the embedded the over the counter market. Accordingly, options and the related indexed options are marked-to-market through earnings. Interest Rates Swaps and Foreign Currency and Exchange Rate Commitments In addition to using derivative instruments as part of its interest rate risk management strategy, the Corporation also utilizes derivatives, such as interest rate swaps and foreign exchange forward contracts, in its capacity as an intermediary on behalf of its customers. The Corporation minimizes its market risk and credit risk by taking offsetting positions under the same terms and monitoring procedures. Market value changes on these swaps and other derivatives are recognized in earnings in the period of change. and conditions with credit approvals limit Interest Rate Caps The Corporation enters an intermediary on behalf of its customers and simultaneously takes offsetting positions under the same terms and conditions, thus minimizing its market and credit risks. into interest caps rate as Indexed and Embedded Options The Corporation offers certain customers’ deposits whose return are tied to the performance of the Standard and Poor’s (“S&P 500”) stock market indexes, and other deposits whose returns are tied to other stock market indexes or other equity securities performance. The Corporation bifurcated the related options embedded within these customers’ deposits from the host contract in accordance with ASC Subtopic 815-15. In order to limit the Corporation’s exposure to changes in these indexes, the Corporation purchases indexed options which returns are Note 28 - Related party transactions The Corporation grants loans to its directors, executive officers, including certain related individuals or organizations, and affiliates in the ordinary course of business. The activity and balance of these loans were as follows: (In thousands) Balance at December 31, 2016 New loans Payments Other changes Balance at December 31, 2017 New loans Payments Other changes, including existing loans to new related parties Balance at December 31, 2018 $136,551 17,608 (22,796) 51,626 $182,989 1,068 (12,040) (38,698) $133,319 New loans and payments include disbursements and collections from existing lines of credit. In June 2006, family members of a director of the Corporation, obtained a $0.8 million mortgage loan from Popular Mortgage, Inc., now a division of BPPR, secured by a residential property. The director was not a director of the Corporation at the time the loan was made. In March, 2012 the loan was restructured under BPPR’s loss mitigation program. During 2017, the borrower defaulted on his payment obligations under the restructured loan and as of December 31, 2018 the loan was 670 days past due. The balance due on the loan at December 31, 2018 was approximately $0.9 million. POPULAR, INC. 2018 ANNUAL REPORT 145 In 2010, as part of the Westernbank FDIC assisted transaction, BPPR acquired (i) four commercial loans made to entities that were wholly owned by one brother-in-law of a director of the Corporation and (ii) one commercial loan made to an entity that was owned by the same brother-in-law together with this director’s father-in-law and another brother- in-law. The loans were secured by real estate and personally guaranteed by the owners of each entity. The loans were originated by Westernbank between 2001 and 2005 and had an aggregate outstanding principal balance of approximately $33.5 million when they were acquired by BPPR in 2010. Between 2011 and 2014, the loans were restructured to consist of (i) five notes with an aggregate outstanding principal balance of $19.8 million with a 6% annual interest rate (“Notes A”) and (ii) five notes with an aggregate outstanding balance of $13.5 million with a 1% annual interest rate, to be paid upon maturity (“Notes B”). The restructured notes had a maturity of September 30, 2016 and, thereafter, various interim renewals were approved, with the last two renewals occurring in May and November 2018. The May renewal included a six-month payment plan reduction of principal and interest from $36 thousand to $5 thousand plus accrued interest commencing on January 2018 on one of the Notes A. The November 2018 renewal included a change in interest rate on all of the five Notes A and an increase in the monthly principal payments of the Note A that had been modified in May from $5 thousand to $10 thousand effective December 2018. The renewed loans mature on June 30, 2019. The aggregate outstanding balance of the loans as of December 31, 2018 was of approximately $31.7 million. The brother of an executive officer of the Corporation and his wife have three outstanding loans, each secured by the borrowers’ principal residence, where BPPR acts as either lender or servicer. The aggregate original amount of these loans was of $0.7 million, comprised of one mortgage loan of approximately $0.5 million, which is owned by a third-party investor and in which BPPR is the servicer, one mortgage loan of $0.1 million secured by a second mortgage and another mortgage loan of $0.1 million secured by a third mortgage. As of December 31, 2018 the borrowers were in default with their respective obligations under all of these loan agreements. In February 2019, and pursuant to the terms of the Related Party Policy, the Audit Committee approved a series of transactions related to the aforementioned mortgages. With respect to the first mortgage, the parties will enter into a deed in lieu of foreclosure pursuant to which the property will be transferred to the investor free and clear of liens. In connection therewith, BPPR will also release the second and third mortgages over the residential property, subject to the following conditions. The borrowers will be required to make a cash contribution of $20 thousand to reduce the principal amount of the second mortgage loan and issue, for the benefit of BPPR, a promissory note in the amount of $82 thousand in order to grant BPPR the 146 POPULAR, INC. 2018 ANNUAL REPORT right to collect from borrowers the balance of such debt. With respect to the third mortgage loan, the borrowers will issue an unsecured promissory note with a maturity date of June 30, 2019 that will benefit from a corporate guaranty from the entity under which the Corporation’s brother operates a property appraisal business. Borrowers will be required to make monthly payments of $500 until the maturity date of the promissory note, when the financial capacity of borrowers will be re-evaluated, and a new payment plan is expected to be entered into. In April 2010, in connection with the acquisition of the Westernbank assets from the FDIC, as receiver, BPPR acquired a term loan to a corporate borrower partially owned by an investment corporation in which the Corporation’s Executive Chairman, at that time the Chief Executive Officer, as well as certain of his family members, are the owners. In addition, the officer’s sister and brother-in-law are owners of an entity that holds an ownership interest in the borrower. At the time the loan was acquired by BPPR, it had an unpaid principal balance of $40.2 million. In May 2017, this loan was sold by BPPR to Popular, Inc., holding company (“PIHC”). At the time of sale, the loan had an unpaid principal balance of $37.9 million. PIHC paid $37.9 million to BPPR for the loan, of which $6.0 million was recognized by BPPR as a capital contribution representing the difference between the fair value and the book value of the loan at the time of transfer. Immediately upon being acquired by PIHC, the loan’s maturity was extended by 90 days (under the same terms as originally contracted) to provide the PIHC additional time to evaluate a refinancing or long-term extension of the loan. In August 2017, the credit facility was refinanced with a stated maturity in February 2019. During 2017, the facility was subject to the loan payment moratorium offered as part of the hurricane relief efforts. As such, approximately $0.5 million were deferred and capitalized as part of the loan balance. In February 2019, the Audit Committee approved, under the Related Party Policy, a 36-month renewal of the loan at an interest rate of 5.75% and a 30-year amortization schedule. As of December 31, 2018, the unpaid principal balance amounted to $37.7 million. amounting payments interest to 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 agreed to enter in an agreement with Reliable Financial Services to sublease the space necessary to continue the acquired operations. Reliable Financial Services’ lease is with the entity in which the Corporation’s agreement Executive Chairman and his family members hold an ownership interest, described in the preceeding paragraph as having a loan with the Corporation. Since February 2018, the lease agreement has been amended three times, most recently in January 2019 to reduce the square footage and rent payments due under the lease (and as a result, the sublease) as a result of the gradual transfer out of the building of the Corporation’s operations. Rents paid pursuant to the sublease will be a source of repayment of, and serve as collateral to, the commercial loan. the Corporation paid to Reliable Financial During 2018, Services approximately $0.8 million under the sublease. The Corporation has had loan transactions with the Corporation’s directors, executive officers, including certain related individuals or organizations, and affiliates, and proposes to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with third parties, except as disclosed above. Except as discussed above, the extensions of credit have not involved and do not currently involve more than normal risks of collection or present other unfavorable features. 31, 2018, the Corporation’s banking subsidiaries held deposits from related parties, excluding EVERTEC, Inc. (“EVERTEC”) amounting to $632 million (2017 - $431 million). At December From time to time, the Corporation, in the ordinary course of business, obtains services from related parties that have some association with the Corporation. Management believes the terms of such arrangements are consistent with arrangements entered into with independent third parties. For the year ended December 31, 2018, the Corporation made contributions of approximately $2.1 million to Fundación Banco Popular and Popular Bank Foundation, which are not-for-profit corporations dedicated to philanthropic work (2017 - $1.0 million and $1.5 million in connection with programs sponsored by the Foundations). The Corporation also the provided human and operational resources to support (In thousands) Equity investment in EVERTEC activities of amounted to approximately $1.3 million (2017- $1.2 million). the Fundación Banco Popular which in 2018 in EVERTEC, various processing Related party transactions with EVERTEC, as an affiliate Inc. The Corporation has an investment (“EVERTEC”), which provides 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 December 31, 2018, the Corporation’s stake in EVERTEC was 16.10%. The Corporation influence over EVERTEC. continues 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. to have significant for the On May 26, 2016, EVERTEC, Inc. filed its Annual Report on Form 10-K for the year ended December 31, 2015, which included restated audited results ended December 31, 2014 and 2013, correcting certain errors involved with the accounting for tax positions taken by EVERTEC in the 2010 tax year and other miscellaneous accounting adjustments. The Corporation’s proportionate share of the cumulative impact of the EVERTEC restatement and other corrective adjustments to its financial statements was approximately $2.2 million and is reflected as part of other non-interest income. years The Corporation received $1.2 million in dividend distributions during the year ended December 31, 2018 from its investments in EVERTEC’s holding company (December 31, 2017 - $3.5 million). During 2018, BPPR extended a letter of credit of $ 19 million to EVERTEC, which was cancelled on December 17, 2018. The Corporation’s equity in EVERTEC is presented in the table which follows and is included as part of “other assets” in the consolidated statement of financial condition. December 31, 2018 December 31, 2017 $60,591 $47,532 The Corporation had the following financial condition balances outstanding with EVERTEC at December 31, 2018 and December 31, 2017. Items that represent liabilities to the Corporation are presented with parenthesis. (In thousands) Accounts receivable (Other assets) Deposits Accounts payable (Other liabilities) Net total December 31, 2018 December 31, 2017 $ 6,829 (28,606) (3,671) $(25,448) $ 6,830 (22,284) (2,040) $(17,494) POPULAR, INC. 2018 ANNUAL REPORT 147 The Corporation’s proportionate share of income 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 and changes in stockholders’ equity for the years ended December 31, 2018, 2017 and 2016. (In thousands) Share of income from investment in EVERTEC Share of other changes in EVERTEC’s stockholders’ equity Share of EVERTEC’s changes in equity recognized in income Years ended December 31, 2016 2017 2018 $13,892 1,659 $ 8,924 2,659 $11,796 (573) $15,551 $11,583 $11,223 The following tables present the impact of transactions and service payments between the Corporation and EVERTEC (as an affiliate) and their impact on the results of operations for the years ended December 31, 2018, 2017 and 2016. Items that represent expenses to the Corporation are presented with parenthesis. (In thousands) Years ended December 31, 2017 2016 2018 Category Interest expense on deposits ATH and credit cards interchange income from services to EVERTEC Rental income charged to EVERTEC Fees on services provided by EVERTEC Other services provided to EVERTEC $ (79) $ (44) $ 33,658 7,271 (174,048) 1,059 28,136 6,855 (176,971) 1,236 (64) 29,739 6,995 (178,524) Interest expense Other service fees Net occupancy Professional fees 1,052 Other operating expenses Total $(132,139) $(140,788) $(140,802) PRLP 2011 Holdings, LLC As indicated in Note 26 to the Consolidated Financial Statements, the Corporation holds a 24.9% equity interest in PRLP 2011 Holdings, LLC and currently holds certain deposits from the entity. The Corporation’s equity in PRLP 2011 Holdings, LLC is presented in the table which follows and is included as part of “other assets” in the Consolidated Statements of Financial Condition. (In thousands) Equity investment in PRLP 2011 Holdings, LLC December 31, 2018 December 31, 2017 $6,469 $7,199 The Corporation had the following financial condition balances outstanding with PRLP 2011 Holdings, LLC at December 31, 2018 and December 31, 2017. (In thousands) Deposits (non-interest bearing) December 31, 2018 December 31, 2017 $(2,566) $(20) The Corporation’s proportionate share of income or loss from PRLP 2011 Holdings, LLC is included in other operating income in the Consolidated Statements of Operations. The following table presents the Corporation’s proportionate share of loss from PRLP 2011 Holdings, LLC for the years ended December 31, 2018, 2017 and 2016. (In thousands) Years ended December 31, 2017 2018 2016 Share of loss from the equity investment in PRLP 2011 Holdings, LLC $(356) $(972) $(502) During the year ended December 31, 2018, the Corporation received $0.4 million in capital distributions from its investment in PRLP 2011 Holdings, LLC (December 31, 2017 - $ 1.0 million). There were no transactions between the Corporation and PRLP 2011 Holdings, LLC during the years ended December 31, 2018 and 2017. The loan granted to PRLP 2011 Holdings, LLC was repaid during the year ended December 31, 2016. 148 POPULAR, INC. 2018 ANNUAL REPORT PR Asset Portfolio 2013-1 International, LLC indicated in Note 26 to the Consolidated Financial As Statements, effective March 2013 the Corporation holds a 24.9% equity 2013-1 International, LLC and currently provides certain financing to the joint venture as well as holds certain deposits from the entity. in PR Asset Portfolio interest The Corporation’s equity in PR Asset Portfolio 2013-1 International, LLC is presented in the table which follows and is included as part of “other assets” in the Consolidated Statements of Financial Condition. (In thousands) December 31, 2018 December 31, 2017 Equity investment in PR Asset Portfolio 2013-1 International, LLC $5,794 $12,874 The Corporation had the following financial condition balances outstanding with PR Asset Portfolio 2013-1 International, LLC at December 31, 2018 and December 31, 2017. (In thousands) December 31, 2018 December 31, 2017 Deposits $(7,994) $(10,501) The Corporation’s proportionate share of income or loss from PR Asset Portfolio 2013-1 International, LLC is included in other operating income in the Consolidated Statements of Operations. The following table presents the Corporation’s proportionate share of loss from PR Asset Portfolio 2013-1 International, LLC for years ended December 31, 2018, 2017 and 2016. (In thousands) Share of loss from the equity investment in PR Asset Portfolio 2013-1 International, LLC Years ended December 31, 2016 2017 2018 $(5,073) $(2,444) $(2,057) During the year ended December 31, 2018, the Corporation received $ 2.0 million in capital distributions from its investment in PR Asset Portfolio 2013-1 International, LLC (December 31, 2017 - $ 7.1 million). The Corporation received $0.7 million in dividend distributions during the year ended December 31, 2017, which were declared by PR Asset Portfolio 2013-1 International, LLC during the year ended December 31, 2016. The following table presents transactions between the Corporation and PR Asset Portfolio 2013-1 International, LLC and their impact on the Corporation’s results of operations for the years ended December 31, 2018, 2017 and 2016. (In thousands) Interest income on loan to PR Asset Portfolio 2013-1 International, LLC Interest expense on deposits Total Years ended December 31, 2017 2018 2016 Category $ – $ 9 $1,011 Interest income (12) $(12) (31) $(22) (4) Interest expense 1,007 Centro Financiero BHD León At December 31, 2018, the Corporation had a 15.84% stake in Centro Financiero BHD Leon, S.A. (“BHD Leon”), one of the largest banking and financial services groups in the Dominican Republic. During the year ended December 31, 2018, the Corporation recorded $ 27.2 million in earnings from its investment in BHD Leon (December 31, 2017 - $ 24.8 million), which had a carrying amount of $ 143.5 million at December 31, 2018 (December 31, 2017 - $ 135.0 million). As of December 31, 2016, BPPR had extended a credit facility of $50 million to BHD León with an outstanding balance of $25 million. This credit facility was repaid and expired during March 2017. On December 2017, BPPR extended a credit facility of $ 40 million to BHD León. This credit facility was repaid during the quarter ended March 31, 2018. The Corporation received $ 12.6 million in dividend distributions during the year ended December 31, 2018 from its investment in BHD Leon (December 31, 2017 - $ 11.8 million). On June 30, 2017, BPPR extended an $8 million credit facility to Grupo Financiero Leon, S.A. Panamá (“GFL”), a shareholder of BHD Leon. The sources of repayment for this loan were the dividends to be received by GFL from its investment in BHD Leon. BPPR’s credit facility ranked pari passu with another $8 million credit facility extended to GFL by BHD International Panama, an affiliate of BHD Leon. This credit facility was repaid during the quarter ended June 30, 2018. Puerto Rico Investment Companies The Corporation provides advisory services to several Puerto in exchange for a fee. The Rico investment companies 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 year ended December 31, 2018 administrative fees amounted to charged to $6.7 million (December 31, 2017 - $ 7.7 million) and waived investment companies these POPULAR, INC. 2018 ANNUAL REPORT 149 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 can be corroborated by observable market data for substantially the full term of the financial instrument. are observable or inputs that that • Level 3 - Inputs are unobservable and significant to the fair value measurement. Unobservable inputs the Corporation’s own assumptions about assumptions that market participants would use in pricing the asset or liability. reflect 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 interest rates, volatilities, and credit including yield curves, 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 the counterparty amounts Corporation’s credit standing, constraints on liquidity and unobservable parameters that are applied consistently. quality, reflect credit that 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. fees amounted to $ 2.1 million (December 31, 2017 - $2.2 million), for a net fee of $ 4.6 million (December 31, 2017 - $ 5.5 million). the available lines of credit The Corporation, through its subsidiary BPPR, has also entered into lines of credit facilities with these companies. As of December 31, 2018, facilities amounted to $ 330 million (December 31, 2017 - $ 356 million). The aggregate sum of all outstanding balances under all credit facilities that may be made available by BPPR, from time to time, to those Puerto Rico investment companies for which BPPR acts as investment advisor or co-investment advisor, shall never exceed the lesser of $200 million or 10% of BPPR’s capital. At December 31, 2018 there was no outstanding balance for these credit facilities. 820-10 “Fair Value Measurements Note 29 - Fair value measurement ASC Subtopic and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels 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: in order • 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. 150 POPULAR, INC. 2018 ANNUAL REPORT 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 December 31, 2018 and 2017 and on a nonrecurring basis in periods subsequent to initial recognition for the years ended December 31, 2018, 2017, and 2016: At December 31, 2018 (In thousands) RECURRING FAIR VALUE MEASUREMENTS Assets Debt securities available-for-sale: U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations - federal agencies Mortgage-backed securities Other Total debt securities available-for-sale Trading account debt securities, excluding derivatives: U.S. Treasury securities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations Mortgage-backed securities Other Total trading account debt securities, excluding derivatives Equity securities Mortgage servicing rights Derivatives Total assets measured at fair value on a recurring basis Liabilities Derivatives Total liabilities measured at fair value on a recurring basis At December 31, 2017 (In thousands) RECURRING FAIR VALUE MEASUREMENTS Assets Debt securities available-for-sale: U.S. Treasury securities Obligations of U.S. Government sponsored entities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations- federal agencies Mortgage-backed securities Other Total debt securities available-for-sale Trading account debt securities, excluding derivatives: U.S. Treasury securities Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligations Mortgage-backed securities Other Total trading account debt securities, excluding derivatives Equity securities Mortgage servicing rights Derivatives Total assets measured at fair value on a recurring basis Liabilities Derivatives Contingent consideration Total liabilities measured at fair value on a recurring basis Level 1 Level 2 Level 3 Total $2,719,740 – – – – – $2,719,740 $ 5,552,456 333,309 6,742 728,671 3,957,545 488 $10,579,211 $ 6,278 – – – – 6,278 – – – $2,726,018 $ $ $ – 134 48 27,214 2,974 30,370 13,296 – 13,603 $10,636,480 $ $ $ – – – – 1,233 – $ 1,233 $ – – 611 43 485 $ 1,139 – $ 169,777 – $172,149 $ 8,272,196 333,309 6,742 728,671 3,958,778 488 $13,300,184 $ 6,278 134 659 27,257 3,459 37,787 13,296 169,777 13,603 $13,534,647 $ $ $ $ – – $ $ (12,320) $ (12,320) $ – – $ $ (12,320) (12,320) Level 1 Level 2 Level 3 Total $503,385 – – – – – $503,385 $3,424,779 608,933 6,609 943,753 4,687,374 802 $9,672,250 $ $ – – – – 1,288 – 1,288 $ 3,928,164 608,933 6,609 943,753 4,688,662 802 $10,176,923 $ 261 – – – – 261 – – – $503,646 $ $ $ $ – – – $ – 159 – 29,237 2,988 32,384 11,076 – 16,719 $9,732,429 $ $ $ – – 529 43 529 1,101 – 168,031 – $ 170,420 $ $ $ 261 159 529 29,280 3,517 33,746 11,076 168,031 16,719 $10,406,495 $ $ $ (14,431) $ (14,431) – (164,858) (164,858) $ (14,431) $(164,858) $ (179,289) – $ POPULAR, INC. 2018 ANNUAL REPORT 151 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 years ended December 31, 2018, 2017 and 2016 and excludes nonrecurring fair value measurements of assets no longer outstanding as of the reporting date. (In thousands) Level 1 Level 2 Level 3 Total NONRECURRING FAIR VALUE MEASUREMENTS Year ended December 31, 2018 Assets Loans [1] Other real estate owned [2] Other foreclosed assets [2] Total assets measured at fair value on a nonrecurring basis Write-downs $– – – $– $– – – $– $ 73,893 43,463 1,349 $ 73,893 43,463 1,349 $ $118,705 $118,705 $ (25,745) (9,189) (722) (35,656) [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. (In thousands) Level 1 Level 2 Level 3 Total NONRECURRING FAIR VALUE MEASUREMENTS Year ended December 31, 2017 Assets Loans [1] Other real estate owned [2] [3] Other foreclosed assets [2] Total assets measured at fair value on a nonrecurring basis Write-downs $– – – $– $– – – $– $ 64,041 89,743 2,176 $ 64,041 89,743 2,176 $ $155,960 $155,960 $ (16,807) (19,085) (890) (36,782) [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. [3] Write-downs include $2.7 million related to estimated damages caused by Hurricanes Irma and Maria based on the sample of properties examined. (In thousands) Level 1 Level 2 Level 3 Total NONRECURRING FAIR VALUE MEASUREMENTS Year ended December 31, 2016 Assets Loans [1] Other real estate owned [2] Other foreclosed assets [2] Total assets measured at fair value on a nonrecurring basis Write-downs $– – – $– $– – – $– $ 79,175 44,735 25 $ 79,175 44,735 25 $ $123,935 $123,935 $ (26,272) (10,260) (12) (36,544) [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. 152 POPULAR, INC. 2018 ANNUAL REPORT The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2018, 2017, and 2016. Year ended December 31, 2018 MBS classified as debt securities available- for-sale $1,288 – (5) – (50) $1,233 CMOs classified as trading account debt securities $ 529 2 – 260 (180) $ 611 Other securities classified as trading account debt securities $529 (44) – – – $485 MBS classified as trading account debt securities $43 – – – – $43 Mortgage servicing rights Total assets $168,031 $170,420 (8,519) (8,477) (5) – 10,483 10,223 – (230) $169,777 $172,149 Contingent consideration [1] $(164,858) (6,112) – – 170,970 – $ Total liabilities $(164,858) (6,112) – – 170,970 – $ $ – $ 2 $ – $ 20 $ 8,703 $ 8,725 $ – $ – (In thousands) Balance at January 1, 2018 Gains (losses) included in earnings Gains (losses) included in OCI Additions Settlements Balance at December 31, 2018 Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2018 [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. (In thousands) Balance at January 1, 2017 Gains (losses) included in earnings Gains (losses) included in OCI Additions Sales Settlements Transfers out of Level 3 Balance at December 31, 2017 Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2017 (In thousands) Balance at January 1, 2016 Gains (losses) included in earnings Gains (losses) included in OCI Additions Sales Settlements Balance at December 31, 2016 Changes in unrealized gains (losses) included in earnings relating to assets still held at December 31, 2016 Year ended December 31, 2017 MBS classified as debt securities available- for-sale $1,392 – 9 – – (25) (88) $1,288 CMOs classified as trading account debt securities $1,321 – – 44 (365) (195) (276) $ 529 Other securities classified as trading account debt securities $602 (73) – – – – – $529 MBS classified as trading account debt securities $ 4,755 (124) – 332 (156) (876) (3,888) 43 $ Mortgage servicing rights Total assets (36,519) – 7,661 – – – $ 196,889 $ 204,959 (36,716) 9 8,037 (521) (1,096) (4,252) $ 168,031 $ 170,420 Contingent consideration $(153,158) (11,700) – – – – – $(164,858) Total liabilities $(153,158) (11,700) – – – – – $(164,858) $ – $ – $ (3) $ 42 $(18,986) $(18,947) $ (11,700) $ (11,700) Year ended December 31, 2016 MBS classified as debt securities available- for-sale $1,434 (3) 11 – – (50) $1,392 CMOs classified as trading account debt securities $1,831 (4) – 233 (309) (430) $1,321 Other securities classified as trading account debt securities $687 (85) – – – – $602 MBS classified as trading account debt securities $ 6,454 (86) – 1,128 (1,852) (889) $ 4,755 Mortgage servicing rights Total assets (25,336) – 10,835 – (15) $211,405 $221,811 (25,514) 11 12,196 (2,161) (1,384) $196,889 $204,959 Contingent consideration $(120,380) (32,778) – – – – $(153,158) Total liabilities $(120,380) (32,778) – – – – $(153,158) $ – $ 2 $ (84) $ 39 $ (4,745) $ (4,788) $ (32,778) $ (32,778) POPULAR, INC. 2018 ANNUAL REPORT 153 During the year ended December 31, 2017, certain MBS and CMO’s were transferred from Level 3 to Level 2 due to a change in valuation technique from an internally-prepared pricing matrix and discounted cash flow models, respectively, to a bond’s theoretical value. Gains and losses (realized and unrealized) included in earnings for the years ended December 31, 2018, 2017, and 2016 for Level 3 assets and liabilities included in the previous tables are reported in the consolidated statement of operations as follows: 2018 2017 2016 Total gains (losses) included in earnings Changes in unrealized gains (losses) relating to assets still held at reporting date Total gains (losses) included in earnings Changes in unrealized gains (losses) relating to assets still held at reporting date Total gains (losses) included in earnings Changes in unrealized gains (losses) relating to assets still held at reporting date $ – $ – $ – $ – $ (3) $ – (6,112) (8,477) (42) – – 8,703 22 – (11,700) (36,519) (197) – (11,700) (18,986) 39 – (33,413) (25,336) (175) 635 (33,413) (4,745) (43) 635 (In thousands) Interest income FDIC loss share (expense) income Mortgage banking activities Trading account (loss) profit Other operating income Total $(14,631) $8,725 $(48,416) $(30,647) $(58,292) $(37,566) The following table includes quantitative information about significant unobservable inputs used to derive the fair value of Level 3 instruments, excluding those instruments for which the unobservable inputs were not developed by the Corporation such as prices of prior transactions and/or unadjusted third-party pricing sources. (In thousands) CMO’s - trading Other - trading Fair value at December 31, 2018 Valuation technique Unobservable inputs Weighted average (range) [1] $ $ 611 Discounted cash flow model Weighted average life Yield Prepayment speed 485 Discounted cash flow model Weighted average life Yield Prepayment speed 1.9 years (1.3 - 2.1 years) 4.1% (3.9% - 4.4%) 18.9% (16.3% - 20.7%) 5.2 years 12.0% 10.8% Mortgage servicing rights $169,777 Discounted cash flow model Loans held-in-portfolio $ 61,020 [2] External appraisal Other real estate owned $ 35,233 [3] External appraisal Prepayment speed Weighted average life Discount rate 5.3% (0.2% - 17.8%) 6.8 years (0.1 - 17.4 years) 11.2% (9.5% - 15.0%) Haircut applied on external appraisals Haircut applied on external appraisals 10.3% (10.0% - 20.0%) 24.7% (15.0% - 30.0%) [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. 154 POPULAR, INC. 2018 ANNUAL REPORT the constant prepayment The significant unobservable inputs used in the fair value the Corporation’s collateralized mortgage measurement of 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 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. Following is a description of the Corporation’s valuation methodologies used for assets and liabilities measured at fair value. The disclosure requirements exclude certain financial instruments and all non-financial instruments. Accordingly, the instruments aggregate fair value amounts of the disclosed do not represent management’s estimate of underlying value of the Corporation. the financial Trading account debt securities and debt securities available-for-sale • U.S. Treasury securities: The fair value of U.S. Treasury notes is based on yields that are interpolated from the constant maturity treasury curve. These securities are classified as Level 2. U.S. Treasury bills are classified as Level 1 given the high volume of trades and pricing based on those trades. • Obligations of U.S. Government sponsored entities: The sponsored entities Obligations of U.S. Government include U.S. agency securities, which fair value is based on an active exchange market and on quoted market prices for similar securities. The U.S. agency securities are classified as Level 2. • Obligations and States of Puerto Rico, political subdivisions: Obligations of Puerto Rico, States and political subdivisions include municipal bonds. The bonds are segregated and the like characteristics divided into specific sectors. Market inputs used in the evaluation process include all or some of the following: trades, bid price or spread, two sided markets, quotes, benchmark curves including but not limited to Treasury benchmarks, LIBOR and swap curves, market data feeds such as those obtained from municipal market sources, discount and capital rates, and trustee reports. The municipal bonds are classified as Level 2. • Mortgage-backed securities: Certain agency mortgage- backed securities (“MBS”) are priced based on a bond’s theoretical value derived from similar bonds defined by credit quality and market fair value incorporates an option adjusted spread. The agency MBS are classified as Level 2. Other agency MBS such as GNMA Puerto Rico Serials are priced using an internally- prepared pricing matrix with quoted prices from local brokers dealers. These particular MBS are classified as Level 3. sector. Their • Collateralized mortgage obligations: Agency collateralized mortgage obligations (“CMOs”) are priced based on a bond’s theoretical value derived from similar bonds defined by credit quality and market sector and for which fair value incorporates an option adjusted spread. The option adjusted spread model includes prepayment and volatility assumptions, ratings (whole loans collateral) and spread adjustments. These CMOs are classified as Level 2. Other CMOs, due to their limited liquidity, are classified as Level 3 due to the insufficiency of inputs such as broker quotes, executed trades, credit information and cash flows. • Corporate securities (included as in the “available-for-sale” category): Given that the quoted prices are for similar instruments, these securities are classified as Level 2. “other” important variables • Mutual funds, other equity securities, corporate securities, U.S. Treasury bills, and interest-only strips (included as “other” in the “trading account debt securities” category): For corporate securities and mutual funds, quoted prices for these security types are obtained from broker dealers. Given that the quoted prices are for similar instruments or do not trade in highly liquid markets, these securities are classified as Level 2. The in determining the prices of Puerto Rico tax-exempt mutual fund shares are net asset value, dividend yield and type of assets in the fund. All funds trade based on a relevant dividend the aforementioned variables. In addition, demand and supply also affect the price. Other equity securities that do not trade in highly liquid markets are classified as Level 2. U.S. Treasury bills are classified as Level 1 given the high volume of trades and pricing based on those trades. Given that the fair value was estimated based on a discounted cash flow model using unobservable inputs, interest-only strips are classified as Level 3. consideration taking yield into POPULAR, INC. 2018 ANNUAL REPORT 155 Equity securities Equity securities are comprised principally of shares in closed- ended and open-ended mutual funds. Closed-end funds are traded on the secondary market at the shares’ market value. Open-ended funds are considered to be liquid, as investors can sell their shares continually to the fund and are priced at NAV. These equity securities are classified as Level 2. incorporates assumptions Mortgage servicing rights Mortgage servicing rights (“MSRs”) do not trade in an active market with readily observable prices. MSRs are priced internally using a discounted cash flow model. The discounted cash flow model that market participants would use in estimating future net servicing characteristics, prepayments income, assumptions, discount rates, delinquency and foreclosure rates, late charges, other ancillary revenues, cost to service and other economic factors. Prepayment speeds are adjusted for the Corporation’s loan characteristics and portfolio behavior. Due to the unobservable nature of certain valuation inputs, the MSRs are classified as Level 3. including portfolio Derivatives Interest rate swaps, interest rate caps and indexed options are traded in over-the-counter active markets. These derivatives are indexed to an observable interest rate benchmark, such as LIBOR or equity indexes, and are priced using an income approach based on present value and option pricing models using observable inputs. Other derivatives are liquid and have quoted prices, such as forward contracts or “to be announced securities” (“TBAs”). All of these derivatives are classified as Level 2. The non-performance risk is determined using internally-developed models that consider the collateral held, the remaining term, and the creditworthiness of the entity that bears the risk, and uses available public data or internally- developed data related to current spreads that denote their probability of default. Contingent consideration liability The fair value of the true-up payment obligation (contingent consideration) to the FDIC as it relates to the Westernbank FDIC-assisted transaction was estimated using projected cash flows related to the loss sharing agreements at the true-up measurement date. It took into consideration the intrinsic loss estimate, asset premium/discount, cumulative shared loss payments, and the cumulative servicing amount related to the loan portfolio. On a quarterly basis, management evaluated and revised the estimated credit loss rates that are used to determine expected cash flows on the covered loan pools. The expected credit losses on the loan pools are used to determine the loss share cash flows expected to be paid to the FDIC when the true-up payment is due. 156 POPULAR, INC. 2018 ANNUAL REPORT The true-up payment obligation was discounted using a term rate consistent with the time remaining until the payment is due. The discount rate was an estimate of the sum of the risk- free benchmark rate for the term remaining before the true-up payment is due and a risk premium to account for the credit risk profile of BPPR. The risk premium was calculated based on the Corporation’s a volume weighted average spread of outstanding senior unsecured debt over the equivalent T Note. The true-up payment obligation was classified as Level 3. As disclosed in Note 10, this true-up payment obligation ended as part of the Termination Agreement with the FDIC. Loans held-in-portfolio considered impaired under ASC Section 310-10-35 that are collateral dependent The impairment is 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, and which could be subject to internal adjustments based on the age of the appraisal. Currently, the associated loans considered impaired are classified as Level 3. Loans measured at fair value pursuant to lower of cost or fair value adjustments Loans measured at fair value on a nonrecurring basis pursuant to lower of cost or fair value were priced based on secondary market prices and discounted cash flow models which incorporate internally-developed assumptions for prepayments and credit loss estimates. These loans are classified as Level 3. Other real estate owned and other foreclosed assets Other real estate owned includes real estate properties securing mortgage, consumer, and commercial loans. Other foreclosed assets include primarily automobiles securing auto loans. The fair value of foreclosed assets may be determined using an external appraisal, broker price opinion, or an internal valuation. These foreclosed assets are classified as Level 3 since they are subject to internal adjustments. Note 30 - 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 to current as management’s best economic conditions, including discount rates, estimates of future cash flows, and prepayment assumptions. Many of these estimates vary significantly from amounts that could be realized in actual transactions. judgment with respect assumptions and may involve various The fair values reflected herein have been determined based on the prevailing rate environment at December 31, 2018 and December 31, 2017, as applicable. In different interest rate fair value estimates can differ significantly, environments, In especially for certain fixed rate financial instruments. addition, the fair values presented do not attempt to estimate the value of the Corporation’s fee generating businesses and anticipated future business activities, they do not represent the Corporation’s value as a going concern. that is, 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. (In thousands) Financial Assets: Cash and due from banks Money market investments Trading account debt securities, excluding derivatives [1] Debt securities available-for-sale [1] Debt securities held-to-maturity: Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligation-federal agency Securities in wholly owned statutory business trusts Other Total debt securities held-to-maturity Equity securities: FHLB stock FRB stock Other investments Total equity securities Loans held-for-sale Loans not covered under loss sharing agreement with the FDIC Mortgage servicing rights Derivatives (In thousands) Financial Liabilities: Deposits: Demand deposits Time deposits Total deposits Assets sold under agreements to repurchase Other short-term borrowings [2] Notes payable: FHLB advances Unsecured senior debt securities Junior subordinated deferrable interest debentures (related to trust preferred securities) Capital lease obligations Total notes payable Derivatives December 31, 2018 Carrying amount Level 1 Level 2 Level 3 Fair value $ 394,035 4,171,048 37,787 13,300,184 $ 394,035 4,161,832 6,278 2,719,740 $ – 9,216 30,370 10,579,211 $ $ $ $ $ $ – – 1,139 1,233 $ 394,035 4,171,048 37,787 13,300,184 90,534 58 – – 90,592 – – 5,539 5,539 52,474 23,143,027 169,777 – $ $ $ $ $ 90,534 58 11,561 500 102,653 51,628 89,358 18,835 159,821 52,474 23,143,027 169,777 13,603 $ $ $ $ $ – – – – – – – – – – – – – – – 11,561 500 12,061 51,628 89,358 13,296 154,282 – – – 13,603 December 31, 2018 Level 1 Level 2 Level 3 Fair value – – – – – – – – – – – $32,093,274 7,392,698 $39,485,972 $ $ $ 281,535 42 553,111 302,664 381,079 – $ 1,236,854 $ 12,320 $ $ $ $ $ $ $ – – – – – – – – 20,412 $32,093,274 7,392,698 $39,485,972 $ $ $ 281,535 42 553,111 302,664 381,079 20,412 20,412 $ 1,257,266 – $ 12,320 $ $ $ $ $ 89,459 55 11,561 500 101,575 51,628 89,358 14,598 155,584 51,422 25,938,541 169,777 13,603 Carrying amount $32,093,274 7,616,765 $39,710,039 $ $ $ 281,529 42 556,776 294,039 384,875 20,412 $ 1,256,102 $ 12,320 $ $ $ $ $ $ $ $ $ $ $ $ [1] Refer to Note 29 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level. [2] Refer to Note 19 to the Consolidated Financial Statements for the composition of other short-term borrowings. POPULAR, INC. 2018 ANNUAL REPORT 157 (In thousands) Financial Assets: Cash and due from banks Money market investments Trading account debt securities, excluding derivatives [1] Debt securities available-for-sale [1] Debt securities held-to-maturity: Obligations of Puerto Rico, States and political subdivisions Collateralized mortgage obligation-federal agency Securities in wholly owned statutory business trusts Other Total debt securities held-to-maturity Equity securities: FHLB stock FRB stock Other investments Total equity securities Loans held-for-sale Loans not covered under loss sharing agreement with the FDIC Loans covered under loss sharing agreements with the FDIC FDIC loss share asset Mortgage servicing rights Derivatives (In thousands) Financial Liabilities: Deposits: Demand deposits Time deposits Total deposits Assets sold under agreements to repurchase Other short-term borrowings [2] Notes payable: FHLB advances Unsecured senior debt Junior subordinated deferrable interest debentures (related to trust preferred securities) Capital lease obligations Total notes payable Derivatives Contingent consideration December 31, 2017 Carrying amount Level 1 Level 2 Level 3 Fair value $ 402,857 5,255,119 33,746 10,176,923 $ 402,857 5,245,346 261 503,385 $ $ $ $ $ $ $ $ $ $ $ $ – 9,773 32,384 9,672,250 – – 13,198 750 13,948 57,819 94,308 11,076 163,203 – – – – – 16,719 – – 1,101 1,288 83,239 71 – 243 83,553 – – 5,214 5,214 134,839 21,883,003 465,893 33,323 168,031 – $ $ $ $ $ $402,857 5,255,119 33,746 10,176,923 83,239 71 13,198 993 97,501 57,819 94,308 16,290 168,417 134,839 21,883,003 465,893 33,323 168,031 16,719 – – – – – – – – – – – – – – – December 31, 2017 Level 1 Level 2 Level 3 Fair value – – – – – – – – – – – – $27,938,630 7,381,232 $35,319,862 $ $ $ 390,752 96,208 628,839 463,554 406,883 – $ 1,499,276 $ $ 14,431 – $ $ $ $ $ $ $ $ – – – – – – – – 18,642 $27,938,630 7,381,232 $35,319,862 $ $ $ 390,752 96,208 628,839 463,554 406,883 18,642 18,642 $ 1,517,918 – 164,858 $ $ 14,431 164,858 $ $ $ $ $ 92,754 67 13,198 1,000 107,019 57,819 94,308 12,976 165,103 132,395 23,702,612 484,030 45,192 168,031 16,719 Carrying amount $27,938,630 7,514,878 $35,453,508 $ $ $ 390,921 96,208 631,490 446,873 439,351 18,642 $ 1,536,356 $ $ 14,431 164,858 $ $ $ $ $ $ $ $ $ $ $ $ $ [1] Refer to Note 29 to the Consolidated Financial Statements for the fair value by class of financial asset and its hierarchy level. [2] Refer to Note 19 to the Consolidated Financial Statements for the composition of other short-term borrowings. 158 POPULAR, INC. 2018 ANNUAL REPORT The notional amount of commitments to extend credit at December 31, 2018 and December 31, 2017 is $ 7.5 billion and $ 7.6 billion, respectively, and represents the unused portion of credit facilities granted to customers. The notional amount of letters of credit at December 31, 2018 and December 31, 2017 is $ 29 million and $ 36 million respectively, and represents the contractual amount that is required to be paid in the event of nonperformance. The fair value of commitments to extend credit and letters of credit, which are based on the fees charged to enter into those agreements, are not material to Popular’s financial statements. Note 31 - Employee benefits Certain employees of BPPR are covered by three non- contributory defined benefit pension plans, the Banco Popular de Puerto Rico Retirement Plan and two Restoration Plans. Pension benefits are based on age, years of credited service, and final average compensation (the “Pension Plans”). The Pension Plans are currently closed to new hires and the accrual of benefits are frozen to all participants. The Pension Plan’s benefit formula is based on a percentage of average final compensation and years of service as of the plan freeze date. Normal retirement age under the retirement plan is age 65 with 5 years of service. Pension costs are funded in accordance with minimum funding standards under the Employee Retirement Income Security Act of 1974 (“ERISA”). Benefits under the Pension Plans are subject to the U.S. and Puerto Rico Internal Revenue Code limits on compensation and benefits. Benefits under restoration plans restore benefits to selected employees that are limited under the Banco Popular de Puerto Rico Retirement Plan due to U.S. and Puerto Rico Internal Revenue Code limits and a compensation definition that excludes amounts deferred pursuant to nonqualified arrangements. In addition to providing pension benefits, BPPR provides certain health care benefits for certain retired employees (the “OPEB Plan”). Regular employees of BPPR, hired before February 1, 2000, may become eligible for health care benefits, provided they reach retirement age while working for BPPR. The Corporation’s funding policy is to make annual Equity Debt securities Popular related securities Cash and cash equivalents N.M - Not meaningful, less than 1% contributions to the plans, when necessary, in amounts which fully provide for all benefits as they become due under the plans. The Corporation’s pension fund investment strategy is to invest in a prudent manner for the exclusive purpose of providing benefits to participants. A well defined internal structure has been established to develop and implement a risk- controlled investment strategy that is targeted to produce a total return that, when combined with BPPR contributions to the fund, will maintain the fund’s ability to meet all required benefit obligations. Risk is controlled through diversification of asset types, such as investments in domestic and international equities and fixed income. Equity investments include various types of stock and index funds. Also, this category includes Popular, Inc.’s common stock. Fixed income investments include U.S. Government securities and other U.S. agencies’ obligations, corporate bonds, mortgage loans, mortgage-backed securities and index funds, among others. A designated committee periodically reviews the performance of investments and assets allocation. The Trustee and the money managers are allowed to exercise limitations established by the pension plans’ investment policies. The plans forbid money managers to enter into derivative transactions, unless approved by the Trustee. the pension plans’ investment discretion, subject to The overall expected long-term rate-of-return-on-assets assumption reflects the average rate of earnings expected on the funds invested or to be invested to provide for the benefits included in the benefit obligation. The assumption has been determined by reflecting expectations regarding future rates of return for the plan assets, with consideration given to the distribution of the investments by asset class and historical rates of return for each individual asset class. This process is reevaluated at least on an annual basis and if market, actuarial and economic conditions change, adjustments to the rate of return may come into place. The Pension Plans weighted average asset allocation as of December 31, 2018 and 2017 and the approved asset allocation ranges, by asset category, are summarized in the table below. Minimum allotment Maximum allotment 2018 2017 0% 0% 0% 0% 70% 100% 5% 100% 40% 57% 32% 65% 1% N.M. 2% 3% POPULAR, INC. 2018 ANNUAL REPORT 159 The following table sets forth by level, within the fair value hierarchy, the Pension Plans’ assets at fair value at December 31, 2018 and 2017. Investments measured at net asset value per share (“NAV”) as a practical expedient have not been classified in the fair value hierarchy, but are presented in order to permit reconciliation of the plans’ assets. 2018 2017 (In thousands) Level 1 Level 2 Level 3 Measured at NAV Total Level 1 Level 2 Level 3 Measured at NAV Total Obligations of the U.S. Government and its agencies $ Corporate bonds and debentures Equity securities - Common Stocks Equity securities - ETF’s Foreing commingled trust funds Mutual fund Mortgage-backed securities Private equity investments Cash and cash equivalents Accrued investment income – $165,832 $ 256,657 – – 90,175 29,635 39,394 – – – 3,630 11,349 – – – – 10,573 – – – – – – – – – 68 – 5,024 $ 7,137 $172,969 $ 6,987 – – 59,362 – – – – – 263,644 90,175 69,029 59,362 3,630 11,349 68 10,573 5,024 – $130,721 $ 283,947 – – 123,052 49,779 54,110 – – 4,510 – 4,539 – – – – 22,686 – – – – – – – – – 182 – 4,576 $ 7,566 $138,287 291,805 123,052 103,889 74,013 4,510 4,539 182 22,686 4,576 7,858 – – 74,013 – – – – – Total assets $140,142 $467,103 $5,092 $73,486 $685,823 $199,848 $473,496 $4,758 $89,437 $767,539 The closing prices reported in the active markets in which the securities are traded are used to value the investments. Following is a description of the valuation methodologies • Mutual funds - Mutual funds are valued at the NAV of shares held by the plan at year end. Mutual funds are classified as Level 2. used for investments measured at fair value: • Obligations of U.S. Government and its agencies - The fair value of Obligations of U.S. Government and agencies obligations is based on an active exchange market and is based on quoted market prices for similar securities. These securities are classified as Level 2. U.S. agency structured notes are priced based on a bond’s theoretical value from similar bonds defined by credit quality and market sector and for which the fair value incorporates an option adjusted spread in deriving their fair value. These securities are classified as Level 2, except the for governmental index funds that are measured at NAV. • Corporate bonds and debentures - Corporate bonds and debentures are valued at fair value at the closing price reported in the active market in which the bond is traded. These securities are classified as Level 2, except for the corporate bond funds that are measured at NAV. • Equity securities - common stocks - Equity securities with quoted market prices obtained from an active exchange market and high liquidity are classified as Level 1. • Equity securities - ETF’s - Exchange Traded Funds shares with quoted market prices obtained from an active exchange market. Highly liquid ETF’s are classified as Level 1 while less liquid ETF’s are classified as Level 2. • Foreign commingled trust fund - Collective investment funds are valued at the NAV of shares held by the plan at year end. 160 POPULAR, INC. 2018 ANNUAL REPORT regularly instruments • Mortgage-backed securities - The fair value is based on trade data from brokers and exchange platforms where trade. Certain agency these mortgage and other asset backed securities (“MBS”) are priced based on a bond’s theoretical value from similar bonds defined by credit quality and market sector. Their fair value incorporates an option adjusted spread and prepayment projections. The agency MBS are classified as Level 2. • Private equity investments - Private equity investments include an investment in a private equity fund. The fund value is recorded at its net realizable value which is affected by the changes in the fair market value of the investments held in the fund. This fund is classified as Level 3. • Cash and cash equivalents - The carrying amount of cash and cash equivalents is a reasonable estimate of the fair value since it is available on demand or due to their short- term maturity. Cash and cash equivalents are classified as Level 1. • Accrued investment income - Given the short-term nature of these assets, their carrying amount approximates fair value. Since there is a lack of observable inputs related to instrument these are reported as Level 3. specific attributes, The preceding valuation methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. the use There were no transfers in and/or out of Level 3 for financial instruments measured at fair value on a recurring basis during the years ended December 31, 2018 and 2017. There were no transfers in and/or out of Level 1 and Level 2 during the years ended December 31, 2018 and 2017. Information on the shares of common stock held by the The following table presents the change in Level 3 assets pension plans is provided in the table that follows. measured at fair value. (In thousands) Balance at beginning of year Actual return on plan assets: 2018 2017 $4,758 $3,555 Change in unrealized (loss) gain relating to instruments still held at the reporting date – – Purchases, sales, issuance, settlements, paydowns and maturities (net) Balance at end of year 334 1,203 $5,092 $4,758 (In thousands, except number of shares information) Shares of Popular, Inc. common stock Fair value of shares of Popular, Inc. common stock 2018 2017 152,804 149,127 $ 7,215 $ 5,293 Dividends paid on shares of Popular, Inc. common stock held by the plan $ 151 $ 132 The following table sets forth the aggregate status of the plans and the amounts recognized in the consolidated financial statements at December 31, 2018 and 2017. (In thousands) Change in benefit obligation: Benefit obligation at beginning of year Service cost Interest cost Termination benefit loss Actuarial (gain) loss Benefits paid Benefit obligation at end of year Change in fair value of plan assets: Fair value of plan assets at beginning of year Actual return on plan assets Employer contributions Benefits paid Fair value of plan assets at end of year Amounts recognized in accumulated other comprehensive loss: Net prior service cost Net loss Accumulated other comprehensive loss (AOCL) Reconciliation of net (liabilities) assets: Net (liabilities) assets at beginning of year Amount recognized in AOCL at beginning of year, pre-tax Amount prepaid at beginning of year Net periodic benefit income (cost) Additional benefit cost Contributions Amount prepaid at end of year Amount recognized in AOCL Net (liabilities) assets at end of year Pension Plans OPEB Plan 2018 2017 2018 2017 $ 816,988 – 25,493 – (47,549) (40,374) $ 778,658 – 25,889 – 52,125 (39,684) $ 170,720 1,028 5,562 1,790 (20,547) (5,138) $ 162,365 1,026 5,703 – 6,983 (5,357) $ 754,558 $ 816,988 $ 153,415 $ 170,720 $ 767,539 (41,572) 230 (40,374) $ 697,129 93,857 16,237 (39,684) $ 685,823 $ 767,539 $ – 304,330 $ – 290,327 $ 304,330 $ 290,327 $ $ $ $ – – 5,138 (5,138) – – 5,720 $ $ $ – – 5,357 (5,357) – (3,470) 27,549 5,720 $ 24,079 $ (49,449) $ (81,529) $(170,720) $(162,365) 13,865 290,327 311,166 24,079 240,878 (5,513) – 230 229,637 (4,996) – 16,237 235,595 (304,330) 240,878 (290,327) (146,641) (4,402) (1,790) 5,138 (147,695) (5,720) (148,500) (3,498) – 5,357 (146,641) (24,079) $ (68,735) $ (49,449) $(153,415) $(170,720) POPULAR, INC. 2018 ANNUAL REPORT 161 The table below presents a breakdown of the plans’ assets and liabilities at December 31, 2018 and 2017. (In thousands) Current liabilities Non-current liabilities Pension Plans 2017 2018 OPEB Plan 2018 2017 $ 225 68,510 $ 232 49,217 $ 8,007 145,408 $ 6,202 164,518 The following table presents the funded status of the plans at December 31, 2018 and 2017. (In thousands) Benefit obligation at end of year Fair value of plan assets at end of year Funded status at year end Pension Plans OPEB Plan 2018 2017 2018 2017 $(754,558) $(816,988) $(153,415) – 767,539 685,823 $(170,720) – $ (68,735) $ (49,449) $(153,415) $(170,720) The following table presents the change in accumulated other comprehensive loss (“AOCL”), pre-tax, for the years ended December 31, 2018 and 2017. (In thousands) Accumulated other comprehensive loss at beginning of year Increase (decrease) in AOCL: Recognized during the year: Prior service (cost) credit Amortization of actuarial losses\ Occurring during the year: Net actuarial (gains) losses Total (decrease) increase in AOCL Accumulated other comprehensive loss at end of year Pension Plans OPEB Plan 2018 2017 2018 2017 $290,327 $311,166 $ 24,079 $13,865 – (20,260) – (21,859) 3,470 (1,282) 3,800 (569) 34,263 14,003 1,020 (20,547) (20,839) (18,359) 6,983 10,214 $304,330 $290,327 $ 5,720 $24,079 The following table presents the amounts in accumulated other comprehensive loss that are expected to be recognized as components of net periodic benefit cost during 2019. (In thousands) Net prior service cost Net actuarial loss Pension Plans OPEB Plan – $ $23,506 $– $– The following table presents information for plans with a projected benefit obligation in excess of plan assets for the years ended December 31, 2018 and 2017. Pension Plans OPEB Plan 2018 2017 2018 2017 $754,558 754,558 685,823 $816,988 816,988 767,539 $153,415 153,415 – $170,720 170,720 – (In thousands) Projected benefit obligation Accumulated benefit obligation Fair value of plan assets 162 POPULAR, INC. 2018 ANNUAL REPORT The Corporation estimates the service and interest cost components utilizing a full yield curve approach in the estimation of these components by applying the specific spot rates along the yield curve used in the determination of the benefit obligation to their underlying projected cash flows. To determine benefit obligation at year end, the Corporation used a weighted average of annual spot rates applied to future expected cash flows for years ended December 31, 2018 and 2017. The following table presents the discount rate and assumed health care cost trend rates used to determine the benefit obligation and net periodic benefit cost for the plans: Weighted average assumptions used to determine benefit obligation at December 31: 2018 2017 2018 2017 Pension Plans OPEB Plan Discount rate for benefit obligation Initial health care cost trend rate Ultimate health care cost trend rate Year that the ultimate trend rate is reached 4.20 - 4.23% 3.54 - 3.56% 4.30% 5.00% 5.00% N/A N/A N/A N/A 3.62% 5.50% 5.00% N/A N/A 2019 2019 Pension Plans OPEB Plan Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31: 2018 2017 2016 2018 Discount rate for benefit obligation Discount rate for service cost Discount rate for interest cost Expected return on plan assets Initial health care cost trend rate Ultimate health care cost trend rate Year that the ultimate trend rate is reached N/A 3.54 - 3.56% 3.98 - 4.02% 4.20 - 4.27% 3.62% 3.74% 3.16 - 3.20% 3.35 - 3.42% 3.39 - 3.52% 3.32% 5.50 - 6.00% N/A N/A 6.50% N/A N/A 6.88% N/A N/A N/A 5.50% 5.00% N/A N/A 2019 N/A N/A N/A 2017 4.10% 4.30% 3.58% N/A 6.00% 5.00% 2019 2016 4.37% 4.63% 3.70% N/A 6.50% 5.00% 2019 The following table presents the components of net periodic benefit cost for the years ended December 31, 2018 and 2017. (In thousands) Personnel costs: Service cost Other operating expenses: Interest cost Expected return on plan assets Amortization of prior service cost (credit) Recognized net actuarial loss Pension Plans 2017 2018 2016 2018 OPEB Plan 2017 2016 $ – $ – $ – $ 1,028 $ 1,026 $ 1,156 25,493 (40,240) – 20,260 25,889 (42,752) – 21,859 26,558 (40,646) – 20,849 5,562 – (3,470) 1,282 5,703 – (3,800) 569 6,021 – (3,800) 1,099 Net periodic benefit (credit) cost $ 5,513 $ 4,996 $ 6,761 $ 4,402 $ 3,498 $ 4,476 Termination benefit loss Total benefit cost – – – 1,790 – – $ 5,513 $ 4,996 $ 6,761 $ 6,192 $ 3,498 $ 4,476 The termination benefit loss of $1.8 million related to the additional health care benefits provided to the eligible employees that accepted to participate in the “VRP” was recorded as “Personnel costs” in the consolidated statement of operations. During the years ended December 31, 2018, 2017 and 2016, there is no service cost recognized as part of the net periodic cost for the Pension Plans since the accrual of benefits for all participants has been frozen. As part of the implementation of ASU 2017-07, the other components of net periodic cost other than the service cost components were reclassified from “Personnel costs” to “Other operating expenses” in the consolidated statement of operations in the amount of $5.0 million for the year ended December 31, 2017 and $6.8 million for the year ended December 31, 2016 for Pension Plans and $2.5 million for the year ended December 31, 2017 and $3.3 million for the year ended December 31, 2016 for the OPEB Plan. POPULAR, INC. 2018 ANNUAL REPORT 163 The Corporation expects to pay the following contributions Benefit payments projected to be made from the plans to the plans during the year ended December 31, 2019. during the next ten years are presented in the table below. (In thousands) Pension Plans OPEB Plan 2019 $ 229 $8,128 The Corporation customarily has made contributions to the Pension Plan to maintain a fully funded status for purposes of determining Pension Benefit Guaranty Corporation (“PBGC”) variable rate premiums. If such practice is continued during 2019, the expected contribution to the Pension Plan would increase by up to $44 million. Assumed health care trend rates generally have a significant effect on the amounts reported for a health care plan. The following table presents the effects of changes in the assumed health care cost trend rates. (In thousands) Effect on total service cost and interest cost components for the year ended Effect on accumulated postretirement benefit obligation at year end December 31, 2018 1-percentage point increase 1-percentage point decrease $ 189 $ (288) $4,870 $(7,114) (In thousands) Pension Plans OPEB Plan 2019 2020 2021 2022 2023 2024 - 2028 $ 46,976 44,435 44,616 44,883 45,175 226,988 $ 8,128 6,645 6,834 7,026 7,244 39,774 Savings plans The Corporation also provides defined contribution savings plans pursuant the Puerto Rico to Section 1081.01(d) of Internal Revenue Code and Section 401(k) of the U.S. Internal Revenue Code, as applicable, for substantially all the employees of the Corporation. Investments in the plans are participant- directed, and employer matching contributions are determined based on the specific provisions of each plan. Employees are fully vested in the employer’s contribution after five years of service. The cost of providing these benefits in the year ended December 31, 2018 was $12.7 million (2017 - $10 million, 2016 - $8.8 million). The plans held 1,490,253 (2017 – 1,644,706) shares of common stock of the Corporation with a market value of approximately $70.4 million at December 31, 2018 (2017 - $58.4 million). Note 32 - Net income per common share The following table sets forth the computation of net income per common share (“EPS”), basic and diluted, for the years ended December 31, 2018, 2017 and 2016: (In thousands, except per share information) Net income from continuing operations Net income from discontinued operations Preferred stock dividends Net income applicable to common stock Average common shares outstanding Average potential dilutive common shares Average common shares outstanding - assuming dilution Basic EPS from continuing operations Basic EPS from discontinued operations Total Basic EPS Diluted EPS from continuing operations Diluted EPS from discontinued operations Total Diluted EPS 164 POPULAR, INC. 2018 ANNUAL REPORT 2018 2017 2016 $ 618,158 – (3,723) $ 107,681 – (3,723) 215,556 1,135 (3,723) 614,435 $ 103,958 $ 212,968 101,142,258 166,385 101,966,429 78,907 103,275,264 102,019 101,308,643 102,045,336 103,377,283 6.07 – 6.07 6.06 – 6.06 $ $ $ $ $ $ 1.02 – 1.02 1.02 – 1.02 $ $ $ $ $ $ 2.05 0.01 2.06 2.05 0.01 2.06 $ $ $ $ $ $ $ $ As disclosed in Note 21, as of December 31, 2018, the Corporation completed a $125 million accelerated share repurchase transaction (“ASR”) and, in connection therewith, received an initial delivery of 2,000,000 shares of common stock during the third quarter of 2018 and 438,180 additional shares of common stock during the fourth quarter of 2018. The final number of shares delivered at settlement was based on the average daily volume weighted average price (“VWAP”) of its common stock, net of a discount, during the term of the ASR, which amounted to $51.27. Potential common shares consist of common stock issuable under the assumed exercise of stock options, restricted stock and performance shares awards using the treasury stock method. This method assumes that the potential common shares are issued and the proceeds from exercise, in addition to the amount of compensation cost attributed to future services, are used to purchase common stock at the exercise date. The difference between the number of potential shares issued and the shares purchased is added as incremental shares to the actual number of shares outstanding to compute diluted earnings per share. Warrants, stock options, restricted stock and performance shares awards, if any, that result in lower potential shares issued than shares purchased under the treasury stock method are not included in the computation of dilutive earnings per share since their inclusion would have an antidilutive effect in earnings per common share. Note 33 - Revenue from contracts with customers The following table presents the Corporation’s revenue streams from contracts with customers by reportable segment for the years ended December 31, 2018, 2017 and 2016: (In thousands) Service charges on deposit accounts Other service fees: Debit card fees Insurance fees, excluding reinsurance Credit card fees, excluding late fees and membership fees Sale and administration of investment products Trust fees 2018 Years ended December 31, 2017 2016 BPPR Popular U.S. BPPR Popular U.S. BPPR Popular U.S. $137,062 $13,615 $140,342 $13,367 $147,874 $12,962 45,139 33,951 74,609 21,895 20,351 1,035 3,667 921 – – 41,851 31,030 56,938 21,958 20,408 870 3,060 890 – – 45,203 43,356 56,231 21,450 19,223 1,038 2,842 687 – – Total revenue from contracts with customers [1] $333,007 $19,238 $312,527 $18,187 $333,337 $17,529 [1] The amounts include intersegment transactions of $3.2 million, $3.3 million and $3.3 million, respectively, for the years ended December 31, 2018, 2017 and 2016. 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 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 it 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. POPULAR, INC. 2018 ANNUAL REPORT 165 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 broker-dealer influence. As the manager’s subsidiary is acting as principal. advisor, 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. 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 foreign transaction fees, and returned payments fees. 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 fees, underwriting fees, and mutual fund fees. asset management investment products, of 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 166 POPULAR, INC. 2018 ANNUAL REPORT Note 34 - Rental expense and commitments At December 31, 2018, the Corporation was obligated under a number of non-cancelable operating and capital leases for land, buildings, and equipment which require rentals as follows: (In thousands) Operating Leases [1] Capital Leases [2] 2019 2020 2021 2022 2023 Later Years Total $33,347 1,690 $29,517 1,881 $26,892 2,086 $23,280 2,307 $21,147 2,544 $77,899 9,904 $212,082 20,412 [1] Minimum payments of operating leases have not been reduced by minimum non-cancelable sublease rentals due in the future of $ 0.1 million at December 31, 2018. Imputed interest necessary to reduce the minimum lease payments to present value amounted to $6.3 million. [2] Total rental expense for all operating leases, except those with terms of a month or less that were not renewed, for the year ended December 31, 2018 was $ 31.2 million (2017 - $ 32.1 million; 2016 - $ 32.4 million), which is included in net occupancy, equipment and communication expenses, according to their nature. Total amortization expense for capital leases for the year ended December 31, 2018 was $1.5 million (2017 - $1.3 million; 2016 - $1.2 million), and total interest expense for capital leases for the year ended December 31, 2018 was $1.2 million (2017 - $1.2 million; 2016 - $1.2 million). Note 35 - FDIC loss share income (expense) The caption of FDIC loss-share income (expense) in the Consolidated Statements of Operations consists of the following major categories: (In thousands) Amortization 80% mirror accounting on credit impairment losses 80% mirror accounting on reimbursable expenses 80% mirror accounting on recoveries on covered assets, including rental income on OREOs, subject to reimbursement to the FDIC Change in true-up payment obligation Arbitration decision charge Gain on FDIC loss-share Termination Agreement[1] Other Total FDIC loss share income Years ended December 31, 2016 2017 2018 $ (934) $ (469) $ (10,201) 104 537 3,136 2,454 (239) 8,433 (1,658) 2,405 (31,338) (6,112) – (11,700) – (33,413) (136,197) 102,752 36 – (5,892) – (4,824) (expense) $ 94,725 $(10,066) $(207,779) [1] Refer to Note 10 for additional information of the Termination Agreement with the FDIC. Note 36 - Stock-based compensation Incentive Plan In April 2004, the Corporation’s shareholders adopted the Popular, Inc. 2004 Omnibus Incentive Plan (the Incentive Plan”). The Incentive Plan permits the granting of incentive awards in the form of Annual Incentive Awards, Long-term Performance Unit Awards, Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Units or Performance Shares. Participants in the Incentive Plan are designated by the Compensation Committee of the Board of Directors (or its delegate as determined by the Board). Employees and directors of the Corporation and/or any of its subsidiaries are eligible to participate in the Incentive Plan. Under the Incentive Plan, the Corporation has issued restricted shares, which become vested based on the employees’ continued service with Popular. Unless otherwise stated in an agreement, the compensation cost associated with the shares of restricted stock is determined based on a two-prong vesting schedule. The first part is vested ratably over five years the date of grant (the “graduated vesting commencing at portion”) and the second part is vested at termination of employment after attaining 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 attaining 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. POPULAR, INC. 2018 ANNUAL REPORT 167 The performance share awards consist of the opportunity to receive shares of Popular, Inc.’s common stock provided that the Corporation achieves certain goals during a three-year performance cycle. The goals will be based on two metrics weighted equally: the Relative Total Shareholder Return (“TSR”) and the Absolute Earnings per Share (“EPS”) goals. The TSR metric is considered to be a market condition under ASC 718. For equity settled awards based on a market condition, the fair value is determined as of the grant date and is not subsequently revised based on actual performance. The EPS performance metric is considered to be a performance condition under ASC 718. The fair value is determined based on the probability of achieving the EPS goal as of each reporting period. The TSR and EPS metrics are equally weighted and work independently. The number of shares that will ultimately vest ranges from 50% to a 150% of target based on both market (TSR) and performance (EPS) conditions. The performance shares vest at the end of the three-year performance cycle. The termination of employment after vesting is accelerated at attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of service. The following table summarizes the restricted stock and performance shares activity under the Incentive Plan for members of management. (Not in thousands) Non-vested at January 1, 2016 Granted Performance Shares Quantity Adjustment Vested Forfeited Non-vested at December 31, 2016 Granted Performance Shares Quantity Adjustment Vested Non-vested at December 31, 2017 Granted Performance Shares Quantity Adjustment Vested Forfeited Shares 495,731 344,488 39,566 (487,784) (8,019) 383,982 212,200 (232,989) (67,853) 295,340 239,062 234,076 (372,271) (14,021) Non-vested at December 31, 2018 382,186 Weighted-average grant date fair value $28.25 25.86 24.37 27.72 29.13 $26.35 42.57 29.10 48.54 $30.75 45.81 33.09 35.83 37.35 $36.41 During the year ended December 31, 2018, 166,648 shares of restricted stock (2017 - 138,516; 2016 - 279,890) were awarded to management under the Incentive Plan. During the year ended December 31, 2018, 72,414 performance shares (2017 - 73,684; 2016 - 64,598) were awarded to management under the incentive plan. 168 POPULAR, INC. 2018 ANNUAL REPORT incentive awards, with a During the year ended December 31, 2018, the Corporation recognized $ 6.9 million of restricted stock expense related to management tax benefit of $1.1 million (2017 - $ 5.6 million, with a tax benefit of $1.1 million; 2016 - $ 7.3 million, with a tax benefit of $1.4 million). During the year ended December 31, 2018, the fair market value of the restricted stock vested was $6.0 million at grant date and $8.0 million at vesting date. This triggers a windfall of $0.7 million that was recorded as a reduction on income tax expense. During the year ended December 31, 2018 the Corporation recognized $5.6 million of performance shares expense, with a tax benefit of $ 0.4 million (2017 - $1.2 million, with a tax benefit of $ 0.1 million; 2016 - $1.5 million, with a tax benefit of $0.1 million). The total unrecognized compensation cost related to non-vested restricted stock awards to members of management at December 31, 2018 was $ 8.3 million and is expected to be recognized over a weighted- average period of 2.3 years. The following table summarizes the restricted stock activity under the Incentive Plan for members of the Board of Directors: Restricted stock Weighted-average grant date fair value (Not in thousands) Non-vested at January 1, 2016 Granted Vested Forfeited Non-vested at December 31, 2016 Granted Vested Forfeited Non-vested at December 31, 2017 Granted Vested Forfeited – 40,517 (40,517) – – 25,771 (25,771) – – 25,159 (25,159) – Non-vested at December 31, 2018 – – $29.77 29.77 – – $38.42 38.42 – – $46.71 46.71 – – During the year ended December 31, 2018, the Corporation granted 25,159 shares of restricted stock to members of the Board of Directors of Popular, Inc., which became vested at grant date (2017 - 25,771; 2016 – 40,517). During this period, the Corporation recognized $1.6 million of restricted stock expense related to these restricted stock grants, with a tax benefit of $0.2 million (2017 - $1.3 million, with a tax benefit of $ 0.1 million; 2016 - $1.1 million, with a tax benefit of $0.1 million). The fair value at vesting date of the restricted stock vested during the year ended December 31, 2018 for directors was $ 1.2 million. Note 37 - Income taxes The components of income tax expense for the years ended December 31, are summarized in the following table. (In thousands) Current income tax expense: Puerto Rico Federal and States Subtotal Deferred income tax expense (benefit): Puerto Rico Federal and States Adjustment for enacted changes in income tax laws Subtotal Total income tax expense 2018 2017 2016 $126,700 6,841 $ 17,356 6,046 $11,031 7,059 133,541 23,402 18,090 (62,601) 20,953 27,686 31,132 7,938 168,358 (13,962) 207,428 36,423 24,271 – 60,694 $119,579 $230,830 $78,784 The reasons 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: 2018 (In thousands) Computed income tax at statutory rates Benefit of net tax exempt interest income Effect of income subject to preferential tax rate [1] Deferred tax asset valuation allowance Difference in tax rates due to multiple jurisdictions Adjustment in net deferred tax due to change in tax law Unrecognized tax benefits State and local taxes Others Income tax expense Amount $ 287,717 (97,199) (111,738) 27,336 (16,324) 27,686 (1,621) 8,772 (5,050) $ 119,579 % of pre-tax income 39% (13) (15) 4 (3) 4 – 1 (1) 16% Amount $132,020 (76,815) (13,104) 20,882 (2,217) 168,358 (1,185) 4,123 (1,232) $230,830 2017 % of pre-tax income 39% (23) (4) 6 (1) 50 – 1 – 68% 2016 % of pre-tax income 39% (22) 4 6 (1) – (2) 3 – 27% Amount $114,792 (63,053) 11,155 16,585 (4,092) – (4,442) 9,081 (1,242) $ 78,784 [1] For the year ended December 31,2018, includes the impact of the Tax Closing Agreement entered into in connection with the Westernbank FDIC-assisted Transaction. Income tax expense of $119.6 million for the year ended December 31, 2018 reflects the impact of the Termination Agreement with the FDIC. In June 2012, the Puerto Rico Department of the Treasury and the Corporation entered into a Tax Closing Agreement (the “Tax Closing Agreement”) to clarify the tax treatment related to the loans acquired in the FDIC Transaction in accordance with the provisions of the Puerto Rico Tax Code. The Tax Closing Agreement provides that these loans are capital assets and any principal amount collected in excess of the amount paid for such loans will be taxed as a capital gain. The Tax Closing Agreement further provides tax liability upon the termination of the Shared-Loss Agreements be calculated based on the “deemed sale” of the underlying loans. As a result, in connection with the Termination Agreement with the FDIC, the Corporation recognized an additional income tax expense of $49.8 million associated with the “deemed sale” incremental tax liability at the capital gains rate per the Tax Closing the Corporation’s that Agreement. In addition, the Corporation recognized an income tax benefit of $158.7 million related to the increase in deferred tax assets due to increase in the tax basis of the loans as a result of the “deemed sale” for a net tax benefit of $108.9 million. Also, the Corporation recorded an income tax expense of $45.0 million related to the gain resulting from the Termination Agreement, mainly related to the reversal of net deferred tax liability of the true-up payment obligation and the FDIC Loss Share Asset. On December 10, 2018, the Governor of Puerto Rico signed into law Act No. 257 of 2018, which amended the Puerto Rico Internal Revenue Code to, among other things, reduce the Puerto Rico corporate income tax rate from 39% to 37.5%. The Corporation recognized $27.7 million of income tax expense as a result of a reduction in the Corporation’s net deferred tax asset to aforementioned reduction in tax rate at which it expects to realize the benefit of the deferred tax asset. its Puerto Rico operations, due related to POPULAR, INC. 2018 ANNUAL REPORT 169 On December 22, 2017, the President of the United States signed into law the “Tax Cuts and Job Acts” (the “Act”), which resulted in a reduction in the U.S. operations net deferred tax asset with a corresponding charge to income tax expense of $168.4 million primarily for a reduction in the marginal significant corporate income tax rate. Among the most provisions of the 2017 Federal Tax Reform was the reduction of the U.S. federal income tax rate from a maximum rate of 35% to a single tax rate of 21%. The Corporation has completed its evaluation of the impact of the Act and has recorded all of the corresponding adjustments. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Significant components of the Corporation’s deferred tax assets and liabilities at December 31 were as follows: (In thousands) Deferred tax assets: Tax credits available for carryforward Net operating loss and other carryforward available Postretirement and pension benefits Deferred loan origination fees Allowance for loan losses Deferred gains Accelerated depreciation FDIC-assisted transaction Intercompany deferred (loss) gains Difference in outside basis from pass-through entities Other temporary differences Total gross deferred tax assets Deferred tax liabilities: Indefinite-lived intangibles Unrealized net gain (loss) on trading and available-for-sale securities Other temporary differences Total gross deferred tax liabilities Valuation allowance Net deferred tax asset (In thousands) Deferred tax assets: Tax credits available for carryforward Net operating loss and other carryforward available Postretirement and pension benefits Deferred loan origination fees Allowance for loan losses Deferred gains Accelerated depreciation Intercompany deferred (loss) gains Difference in outside basis from pass-through entities Other temporary differences Total gross deferred tax assets Deferred tax liabilities: FDIC-assisted transaction Indefinite-lived intangibles Unrealized net gain (loss) on trading and available-for-sale securities Other temporary differences Total gross deferred tax liabilities Valuation allowance Net deferred tax asset 170 POPULAR, INC. 2018 ANNUAL REPORT December 31, 2018 US Total PR $ 15,900 116,154 83,390 3,216 516,643 – 1,963 95,851 1,518 20,209 24,957 879,801 34,081 23,823 10,579 68,483 89,852 $721,466 $ 7,757 720,933 – (1,280) 18,612 2,551 5,786 – – – 7,522 761,881 39,597 (12,783) 1,109 27,923 406,455 $327,503 $ 23,657 837,087 83,390 1,936 535,255 2,551 7,749 95,851 1,518 20,209 32,479 1,641,682 73,678 11,040 11,688 96,406 496,307 $1,048,969 December 31, 2017 US Total PR $ 16,069 115,512 85,488 3,669 603,462 – 1,300 224 30,424 25,084 881,232 60,402 31,973 26,364 9,876 128,615 67,263 $685,354 $ 7,979 708,158 – 958 20,708 2,670 7,083 – – 6,901 754,457 – 33,009 (7,961) 386 25,434 380,561 $348,462 $ 24,048 823,670 85,488 4,627 624,170 2,670 8,383 224 30,424 31,985 1,635,689 60,402 64,982 18,403 10,262 154,049 447,824 $1,033,816 The net deferred tax asset shown in the table above at December 31, 2018 is reflected in the consolidated statements of financial condition as $1.0 billion in net deferred tax assets (in the “other assets” caption) (2017 - $1.0 billion in deferred tax asset in the “other assets” caption) and $926 thousands in deferred tax liabilities (in the “other liabilities” caption) (2017 - $1.3 million in deferred tax liabilities in the “other liabilities” reflecting the aggregate deferred tax assets or caption), liabilities the of Corporation. subsidiaries tax-paying individual of Included as part of the other carryforwards available are $42.2 million related to contributions to BPPR’s qualified pension plan that have no expiration date. Additionally, the deferred tax asset related to the NOLs outstanding at December 31, 2018 expires as follows: (In thousands) 2019 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2037 2038 $ 662 10,125 13,516 11,126 29,021 327,166 99,182 105,048 94,434 16,694 96 78,632 7,489 1,642 $794,833 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. At December 31, 2018 the net deferred tax asset of the U.S. operations amounted to $734 million with a valuation allowance of approximately $406 million, for a net deferred tax asset after valuation allowance of approximately $328 million. As of December 31, 2018, after weighting all positive and negative evidence, the Corporation concluded that it is more likely than not that approximately $328 million of the deferred tax asset from the U.S. operations, comprised mainly of net operating losses, will be realized. The Corporation based this determination on its estimated earnings available to realize the deferred tax asset for the remaining carryforward period, together with the historical level of book income adjusted by permanent differences. Management will continue to evaluate the realization of the deferred tax asset each quarter and adjust as any changes arise. At December 31, 2018, the Corporation’s net deferred tax assets related to its Puerto Rico operations amounted to $721 million. The Corporation’s Puerto Rico Banking operation is not in a cumulative loss position and has sustained profitability for the three year period ended December 31, 2018. This is considered a strong piece of objectively verifiable positive evidence that out weights 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. taking into account The Holding Company operation is in a cumulative loss taxable income exclusive of position, reversing temporary differences, for the three years period ending December 31, 2018. Management expect these losses will be a trend in future years. This objectively verifiable negative evidence is considered by management a 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 Holding Company will not be able to realize any portion of the deferred tax assets, considering the criteria of ASC Topic 740. Accordingly, the Corporation has maintained a full valuation allowance on the deferred tax asset of $90 million as of December 2018. Under the Puerto Rico Internal Revenue Code, the Corporation and its subsidiaries are treated as separate taxable entities and are not entitled to file consolidated tax returns. However, certain subsidiaries that are organized as limited liability companies with a partnership election are treated as pass-through entities for Puerto Rico tax purposes. The Code provides a dividends-received deduction of 100% on dividends received from “controlled” subsidiaries subject to taxation in Puerto Rico and 85% on dividends received from other taxable domestic corporations. The Corporation’s subsidiaries in the United States file a consolidated federal income tax return. The intercompany settlement of taxes paid is based on tax sharing agreements which generally allocate taxes to each entity based on a separate return basis. POPULAR, INC. 2018 ANNUAL REPORT 171 The table unrecognized tax benefits. following presents a reconciliation of (In millions) Balance at January 1, 2017 Additions for tax positions related to 2017 Reduction as a result of lapse of statute of limitations Reduction as a result of settlements Balance at December 31, 2017 Additions for tax positions related to 2018 Reduction as a result of lapse of statute of limitations Balance at December 31, 2018 $ 7.4 1.1 (0.9) (0.3) $ 7.3 1.1 (1.2) $ 7.2 of in the financial statement the total amount of At December 31, 2018, interest condition recognized approximated $2.8 million (2017 - $2.7 million). The total interest expense recognized during 2018 was $615 thousand net of the reduction of $483 thousand due to the expiration of the statute of limitations (2017 - $598 thousand). Management determined that, as of December 31, 2018 and 2017, there was the payment of penalties. The no need to accrue for Corporation’s to interest to is unrecognized tax benefits in income tax expense, while the penalties, if any, are reported in other operating expenses in the consolidated statements of operations. related report policy After consideration of the effect on U.S. federal tax of the total amount of unrecognized U.S. state tax benefits, unrecognized tax benefits, including U.S. and Puerto Rico that, if recognized, would affect the Corporation’s effective tax rate, was approximately $9.0 million at December 31, 2018 (2017 - $9.0 million). The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statute of limitations, changes in management’s judgment about the level of uncertainty, status of examinations, and the addition or elimination of uncertain tax positions. litigation and legislative activity, The Corporation and its subsidiaries file income tax returns in Puerto Rico, the U.S. federal jurisdiction, various U.S. states and political subdivisions, and foreign jurisdictions. As of December 31, 2018, 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 $4.7 million. Note 38 - Supplemental disclosure on the consolidated statements of cash flows Additional disclosures on cash flow information and non-cash activities for the years ended December 31, 2018, 2017 and 2016 are listed in the following table: (In thousands) Income taxes paid Interest paid Non-cash activities: Loans transferred to other real estate Loans transferred to other property Total loans transferred to foreclosed assets Loans transferred to other assets Financed sales of other real estate assets Financed sales of other foreclosed assets Total financed sales of foreclosed assets Transfers from loans held-in-portfolio to loans held-for-sale Transfers from loans held-for-sale to loans held-in-portfolio Loans securitized into investment securities [1] Trades receivables from brokers and counterparties Trades payable to brokers and counterparties Receivables from investments securities Recognition of mortgage servicing rights on securitizations or asset transfers Interest capitalized on loans subject to the temporary payment moratorium Loans booked under the GNMA buy-back option Gain from the FDIC Termination Agreement [1] Includes loans securitized into trading securities and subsequently sold before year end. 172 POPULAR, INC. 2018 ANNUAL REPORT 2018 2017 2016 $ 4,116 296,757 $ 2,433 221,432 $ 3,763 212,353 47,965 43,645 91,610 16,843 16,779 17,867 34,646 – 20,938 506,685 40,088 64 70,000 10,223 481 384,371 102,752 82,035 27,407 109,442 7,514 11,237 8,435 19,672 2,472 1,705 462,033 7,514 2 70,000 7,661 46,944 790,942 – 117,334 28,614 145,948 4,319 15,452 17,351 32,803 7,249 5,947 775,612 46,630 102 – 10,884 – 91,255 – 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) Cash and due from banks Restricted cash and due from banks Restricted cash in money market investments Total cash and due from banks, and restricted cash [2] December 31, 2018 December 31, 2017 December 31, 2016 $353,936 40,099 9,216 $403,251 $381,289 21,568 9,772 $412,629 $351,532 10,862 11,803 $374,197 [2] Refer to Note 5—Restrictions on cash and due from banks and certain securities for nature of restrictions. Note 39 - Segment reporting The Corporation’s two reportable segments – Banco Popular de Puerto Rico and Popular U.S. These reportable segments pertain only to the continuing operations of Popular, Inc. consists of corporate structure 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 December 31, 2018, additional disclosures are provided for the business areas included in this reportable segment, as described below: • Commercial It banking represents includes aspects of the Corporation’s banking operations conducted at BPPR, which are targeted mainly to corporate, small and middle size the lending and businesses. 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. financing, while • 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 focuses principally on residential mortgage loan originations. the Reliable brand was transferred to During 2018, 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. Popular Mortgage • 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.: the banking reportable segment consists of Popular U.S. operations of Popular Bank (PB), E-LOAN, Inc., Popular Equipment Finance, Inc. and Popular Insurance Agency, U.S.A. PB operates through a retail branch network in the U.S. mainland under the name of Popular, while E-LOAN, Inc. supported PB’s deposit gathering through its online platform until March 31, 2017, when said operations were transferred to Popular Direct, a division of PB. During 2017, the E-LOAN brand was transferred to Popular Inc. and is being used by BPPR to offer personal loans through an online platform. Popular Equipment Finance, Inc. also holds a running-off loan portfolio as this subsidiary ceased originating loans during 2009. Popular Insurance Agency, U.S.A. offers investment and insurance services across the PB branch network. The Corporate group consists primarily of the holding companies Popular, Inc., Popular North America, Popular International Bank and certain of the Corporation’s investments accounted for under the equity method, including EVERTEC and Centro Financiero BHD, Leon. The Corporate group also includes the expenses of certain corporate areas that are identified as critical to the organization including: Finance, Risk Management and Legal. are accounting policies of The segments the Transactions between reportable conducted at market eliminated for reporting consolidated results of operations. individual operating the Corporation. are primarily that are segments resulting in profits the those of rates, same as Effective on January 1, 2019, the Corporation’s management changed the measurement basis for its reportable segments. the Historically, for management purposes, reporting POPULAR, INC. 2018 ANNUAL REPORT 173 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 will reflect these changes in the measurement of the reportable segments’ results prospectively beginning on January 1, 2019. The tables that follow present the results of operations and total assets by reportable segments: (In thousands) Net interest income Provision for loan losses Non-interest income Amortization of intangibles Depreciation expense Other operating expenses Income tax expense Net income Segment assets December 31, 2018 Banco Popular de Puerto Rico $ 1,482,178 198,442 592,938 8,620 43,504 1,073,012 121,195 Popular U.S. $ 304,576 29,881 19,988 665 9,053 182,154 25,294 Intersegment Eliminations $ (2) – (560) – – (546) – (16) $ 630,343 $ 77,517 $ $38,037,696 $9,381,636 $(114,923) December 31, 2018 December 31, 2017 Reportable Segments Corporate Eliminations Total Popular, Inc. (In thousands) Net interest income (expense) Provision for loan losses Non-interest income Amortization of intangibles Depreciation expense Other operating expenses Income tax expense $ 1,560,573 $ (58,609) $ 330,976 384,022 9,378 47,715 1,127,415 403 37,949 – 649 74,731 (benefit) 264,397 (35,835) Net income (loss) $ 164,714 $ (60,608) $ – (5,955) (2,804) – – (2,692) $ 1,501,964 325,424 419,167 9,378 48,364 1,199,454 2,268 3,575 230,830 $ 107,681 Segment assets $43,994,932 $5,046,153 $(4,763,748) $44,277,337 (In thousands) Net interest income Provision for loan losses Non-interest income Amortization of intangibles Goodwill impairment charge Depreciation expense Other operating expenses Income tax expense Net income Segment assets December 31, 2016 Banco Popular de Puerto Rico $ 1,224,771 154,785 243,368 11,479 3,801 39,505 952,894 75,615 Popular U.S. $ 258,416 15,266 21,651 665 – 6,715 174,585 36,712 Intersegment Eliminations $ (474) – (119) – – – (779) 92 $ 230,060 $ 46,124 $ 94 $29,841,854 $8,629,439 $(31,397) (In thousands) Net interest income (expense) Reportable Segments Corporate Eliminations Total Popular, Inc. Provision (reversal) for $ 1,786,752 $ (51,875) $ – $ 1,734,877 228,323 612,366 (251) 42,914 – (2,786) 9,285 52,557 41 743 – – 228,072 652,494 9,326 53,300 loan losses Non-interest income Amortization of intangibles Goodwill impairment charge Depreciation expense Other operating expenses Income tax expense December 31, 2016 Reportable Segments Corporate Eliminations Total Popular, Inc. $ 1,482,713 $ (60,658) $ – $ 1,422,055 170,051 264,900 (35) 35,705 – (2,669) 170,016 297,936 12,144 – – 12,144 3,801 46,220 1,126,700 – 654 68,694 – – (2,578) 3,801 46,874 1,192,816 – 1,254,620 12,522 94,640 – (2,846) 12,522 1,346,414 (benefit) 112,419 (33,617) Net income (loss) $ 276,278 $ (60,649) $ (18) (73) 78,784 $ 215,556 Segment assets $38,439,896 $4,982,113 $(4,760,400) $38,661,609 (In thousands) Net interest income (expense) Provision (reversal) for loan losses Non-interest income Amortization of intangibles Depreciation expense Loss on early extinguishment of debt Other operating expenses Income tax expense (benefit) 146,489 (26,947) Net income (loss) $ 707,844 $ (89,709) $ 37 23 119,579 $ 618,158 Segment assets $47,304,409 $5,099,491 $(4,799,323) $47,604,577 (In thousands) Net interest income Provision for loan losses Non-interest income Amortization of intangibles Depreciation expense Other operating expenses Income tax expense Net income (loss) Segment assets December 31, 2017 Banco Popular de Puerto Rico $ 1,279,844 253,032 364,164 8,713 39,162 957,924 72,741 Popular U.S. $ 280,946 77,944 20,430 665 8,553 170,042 191,749 Intersegment Eliminations $ (217) – (572) – – (551) (93) (145) $ 312,436 $ (147,577) $ $34,843,668 $9,168,256 $(16,992) 174 POPULAR, INC. 2018 ANNUAL REPORT Additional disclosures with respect to the Banco Popular de Puerto Rico reportable segment are as follows: December 31, 2018 Banco Popular de Puerto Rico Commercial Banking Consumer and Retail Banking Other Financial Services Eliminations and Other Adjustments [1] Total Banco Popular de Puerto Rico $ 584,293 $ 892,735 $ 5,201 $ (51) $ 1,482,178 105,604 92,838 – – 198,442 84,762 311,775 95,199 101,202 592,938 208 4,275 4,137 17,668 25,222 614 – – 8,620 43,504 (In thousands) Net interest income Provision for loan losses Non-interest income Amortization of intangibles Depreciation expense Other operating expenses Income tax expense December 31, 2016 Banco Popular de Puerto Rico (In thousands) Commercial Banking Consumer and Retail Banking Other Financial Services Eliminations Total Banco Popular de Puerto Rico Net interest income $ Provision for loan losses Non-interest income Amortization of intangibles Goodwill impairment charge Depreciation expense Other operating expenses Income tax expense 472,948 $ 742,854 $ 6,172 $ 2,797 $ 1,224,771 12,884 141,901 – – 154,785 (91,411) 232,113 103,005 (339) 243,368 145 7,042 4,292 – – 3,801 16,956 21,684 865 – – – 11,479 3,801 39,505 251,375 41,639 631,234 24,068 70,624 9,908 (339) – 952,894 75,615 276,158 718,990 71,344 6,520 1,073,012 Net income $ 58,538 $ 149,038 $ 19,687 $ 2,797 $ 230,060 76,255 100,925 7,903 (63,888) 121,195 Segment assets $15,263,278 $17,592,743 $406,429 $(3,420,596) $29,841,854 Net income $ 193,162 $ 262,260 $ 16,402 $ 158,519 $ 630,343 Segment assets $27,712,852 $22,712,950 $376,992 $(12,765,098) $38,037,696 Geographic Information [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 37 to the Consolidated Financial Statements for additional information. December 31, 2017 Banco Popular de Puerto Rico (In thousands) Commercial Banking Consumer and Retail Banking Other Financial Services Eliminations Total Banco Popular de Puerto Rico Net interest income $ Provision for loan 518,404 $ 753,922 $ 7,499 $ 19 $ 1,279,844 8,911 244,121 – – 253,032 (In thousands) Revenues: [1] Puerto Rico United States Other 2018 2017 2016 $1,953,671 357,680 76,020 $1,527,758 318,093 75,280 $1,361,663 283,349 74,979 Total consolidated revenues $2,387,371 $1,921,131 $1,719,991 [1] Total revenues include net interest income, service charges on deposit accounts, other service fees, mortgage banking activities, net gain on sale of debt securities, net loss on trading account debt securities, other-than- temporary impairment losses on debt securities, net (loss) gain, including impairment on equity securities, net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale, adjustments (expense) to indemnity reserves on loans sold, FDIC loss share income (expense) and other operating income. 79,630 194,741 90,222 (429) 364,164 Selected Balance Sheet Information losses Non-interest income Amortization of intangibles Depreciation expense Other operating expenses Income tax expense (benefit) Net income 211 4,274 4,228 17,338 21,120 704 – – 8,713 39,162 239,369 656,998 62,030 (473) 957,924 93,378 (31,404) 10,767 – 72,741 $ 238,827 $ 53,554 $ 19,992 $ 63 $ 312,436 Segment assets $21,735,909 $20,180,173 $520,717 $(7,593,131) $34,843,668 (In thousands) Puerto Rico Total assets Loans Deposits United States Total assets Loans Deposits Other Total assets Loans Deposits [1] 2018 2017 2016 $36,863,930 18,837,742 31,237,529 $33,705,624 17,591,078 27,575,292 $28,813,289 16,880,868 23,185,551 $9,847,944 7,034,075 6,878,599 $9,648,865 6,608,056 6,635,153 $8,928,475 5,799,562 6,266,473 $892,703 687,494 1,593,911 $922,848 743,329 1,243,063 $919,845 755,017 1,044,200 [1] Represents deposits from BPPR operations located in the U.S. and British Virgin Islands. Note 40 - Popular, Inc. (holding company only) financial information The following condensed financial information presents the financial position of Popular, Inc. Holding Company only at December 31, 2018 and 2017, and the results of its operations and cash flows for the years ended December 31, 2018, 2017 and 2016. POPULAR, INC. 2018 ANNUAL REPORT 175 Condensed Statements of Condition (In thousands) ASSETS Cash and due from banks (includes $68,022 due from bank subsidiary (2017 – $47,663)) Money market investments Debt securities held-to-maturity, at amortized cost (includes $8,726 in common securities from statutory trusts (2017 – $8,726)) Equity securities, at lower of cost or realizable value [1] Investment in BPPR and subsidiaries, at equity Investment in Popular North America and subsidiaries, at equity Investment in other non-bank subsidiaries, at equity Other loans Less – Allowance for loan losses Premises and equipment Investment in equity method investees Other assets (includes $1,355 due from subsidiaries and affiliate (2017 – $1,096)) Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Notes payable Other liabilities (includes $3,110 due to subsidiaries and affiliate (2017 – $2,033)) Stockholders’ equity Total liabilities and stockholders’ equity [1] Refer to Note 20 to the consolidated financial statements for information on the statutory trusts. December 31, 2018 2017 $ 68,022 176,256 $ 47,663 246,457 8,726 6,693 3,813,640 1,648,577 241,902 32,678 155 3,394 62,781 20,281 8,726 5,109 3,727,383 1,534,640 232,387 33,221 266 3,365 49,777 18,025 $6,082,795 $5,906,487 $ 584,851 62,799 5,435,145 $ 737,685 64,813 5,103,989 $6,082,795 $5,906,487 176 POPULAR, INC. 2018 ANNUAL REPORT Condensed Statements of Operations (In thousands) Income: Dividends from subsidiaries Interest income (includes $6,121 due from subsidiaries and affiliates (2017 – $3,183; 2016 – $1,965)) Earnings from investments in equity method investees Other operating income Net (loss) gain, including impairment, on equity securities Net gain on trading account debt securities Total income Expenses: Interest expense Provision (reversal) for loan losses Loss on early extinguishment of debt Operating expenses (includes expenses for services provided by subsidiaries and affiliate of $10,511 (2017 – $8,225 ; 2016 – $8,160)), net of reimbursement by subsidiaries for services provided by parent of $90,807 (2017 – $76,720 ; 2016 – $74,573) Total expenses Income before income taxes and equity in undistributed earnings of subsidiaries Income tax expense Income before equity in undistributed earnings of subsidiaries Equity in undistributed earnings (losses) of subsidiaries Income from continuing operations Equity in undistributed earnings of discontinued operations Net income Comprehensive income, net of tax Years ended December 31, 2016 2017 2018 $453,200 8,366 15,498 253 (777) – $211,500 4,238 11,761 86 – 266 $102,300 2,141 12,352 – 1,767 90 476,540 227,851 118,650 51,218 (251) 12,522 52,470 403 – 52,470 (35) – 3,656 67,145 409,395 – 409,395 208,763 618,158 – (1,773) (4,208) 51,100 176,751 – 176,751 (69,070) 107,681 – 48,227 70,423 19 70,404 145,152 215,556 1,135 $618,158 $107,681 $216,691 $540,836 $ 77,315 $153,291 POPULAR, INC. 2018 ANNUAL REPORT 177 Condensed Statements of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Equity in (earnings) losses of subsidiaries, net of dividends or distributions Provision (reversal) for loan losses Amortization of intangibles Net accretion of discounts and amortization of premiums and deferred fees Share-based compensation Earnings from investments under the equity method, net of dividends or distributions Deferred income tax expense Loss on early extinguishment of debt Net (increase) decrease in: Equity securities Other assets Net (decrease) increase in: Interest payable Other liabilities Total adjustments Net cash provided by operating activities Cash flows from investing activities: Net decrease in money market investments Capital contribution to subsidiaries Net repayments on other loans Return of capital from equity method investments Return of capital from wholly owned subsidiaries Acquisition of loans portfolio Acquisition of trademark Acquisition of premises and equipment Proceeds from sale of: Premises and equipment Foreclosed assets Net cash (used in) provided by investing activities Cash flows from financing activities: Payments of notes payable Payments of debt extinguishment Proceeds from issuance of notes payable Proceeds from issuance of common stock Dividends paid Net payments for repurchase of common stock Payments related to tax withholding for share-based compensation Net cash used in financing activities Net increase (decrease) in cash and due from banks, and restricted cash Cash and due from banks, and restricted cash at beginning of period Cash and due from banks, and restricted cash at end of period Years ended December 31, 2017 2016 2018 $ 618,158 $ 107,681 $ 216,691 (208,763) (251) 41 2,022 7,441 (14,333) – 12,522 (1,583) 344 69,070 403 – 2,086 – (7,765) – – (1,346) 8,696 (10,288) 8,059 – 3,230 (146,287) (35) – 2,087 – (7,572) 19 – (524) (190) – (3,854) (204,789) 74,374 (156,356) 413,369 182,055 60,335 70,000 (87,000) 536 – 13,000 – – (1,099) 293 – 6,000 (5,955) 181 – 22,400 (31,909) (5,560) (965) 23 38 10,008 – 35 315 14,000 – – (953) 56 434 (4,270) (15,747) 23,895 (448,518) (12,522) 293,819 11,653 (105,441) (125,731) (2,201) – – – 7,016 (95,910) (75,668) (1,756) – – – 7,437 (65,932) (475) (1,623) (388,941) (166,318) (60,593) 20,158 48,120 (10) 48,130 23,637 24,493 $ 68,278 $ 48,120 $ 48,130 Popular, Inc. (parent company only) received dividend distributions from its direct equity method investees amounting to $1.2 million for the year ended December 31, 2018 (2017 - $3.5 million). 178 POPULAR, INC. 2018 ANNUAL REPORT Notes payable include junior subordinated debentures issued by the Corporation that are associated to capital securities issued by the Popular Capital Trust I, Popular Capital Trust II and Popular Capital Trust III and medium-term notes. Refer to Note 20 for a description of significant provisions related to these junior subordinated debentures. The following table presents the aggregate amounts by contractual maturities of notes payable at December 31, 2018: Year 2019 2020 2021 2022 2023 Later years No stated maturity Total (In thousands) $ – – – – 294,039 290,812 – $584,851 Note 41 - Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities the financial position of Popular, The following condensed consolidating financial information presents Inc. Holding Company (“PIHC”) (parent only), Popular North America, Inc. the Corporation at (“PNA”) and all other subsidiaries of December 31, 2018 and 2017, and the results of their operations and cash flows for the periods ended December 31, 2018, 2017 and 2016. PNA is an operating, wholly-owned subsidiary of PIHC and is the holding company of its wholly-owned subsidiaries: Equity One, Inc. and Popular Bank, including Popular Bank’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, INC. 2018 ANNUAL REPORT 179 Condensed Consolidating Statement of Financial Condition (In thousands) Assets: Cash and due from banks Money market investments Trading account debt securities, at fair value Debt securities available-for-sale, at fair value Debt securities held-to-maturity, at amortized cost Equity securities Investment in subsidiaries Loans held-for-sale, at lower of cost or fair value Loans held-in-portfolio: Loans not covered under loss-sharing agreements with the FDIC Less - Unearned income Allowance for loan losses Total loans held-in-portfolio, net Premises and equipment, net Other real estate not covered under loss-sharing agreements with the FDIC Accrued income receivable Mortgage servicing assets, at fair value Other assets Goodwill Other intangible assets Total assets Liabilities and Stockholders’ Equity Liabilities: Deposits: Non-interest bearing Interest bearing Total deposits Assets sold under agreements to repurchase Other short-term borrowings Notes payable Other liabilities Total liabilities Stockholders’ equity: Preferred stock Common stock Surplus Retained earnings (accumulated deficit) Treasury stock, at cost Accumulated other comprehensive loss, net of tax Total stockholders’ equity At December 31, 2018 All other subsidiaries and eliminations PNA Holding Co. Elimination entries Popular, Inc. Consolidated $ – 15,288 – – 2,835 20 1,700,082 – $ 394,035 4,170,792 37,787 13,300,184 90,014 149,012 – 51,422 $ (68,022) (191,288) – – – (141) (7,404,201) – $ 394,035 4,171,048 37,787 13,300,184 101,575 155,584 – 51,422 – – – – – – 116 – 27,639 – – 26,625,080 155,824 569,193 25,900,063 566,414 136,559 165,767 169,777 1,626,119 671,123 20,274 5,955 – – 5,955 – – (145) – (15,697) (1) – 26,663,713 155,824 569,348 25,938,541 569,808 136,705 166,022 169,777 1,714,134 671,122 26,833 Popular Inc. Holding Co. $ 68,022 176,256 – – 8,726 6,693 5,704,119 – 32,678 – 155 32,523 3,394 146 284 – 76,073 – 6,559 $6,082,795 $ 1,745,980 $47,449,342 $ (7,673,540) $47,604,577 $ $ – – – – – – $ 9,217,058 30,752,291 39,969,349 $ (68,022) (191,288) $ 9,149,036 30,561,003 (259,310) 39,710,039 – – 584,851 62,799 647,650 – – 94,063 3,287 97,350 281,529 42 577,188 871,733 – – – (16,011) 281,529 42 1,256,102 921,808 41,699,841 (275,321) 42,169,520 50,160 1,043 4,357,079 1,660,258 (205,421) (427,974) – 2 4,172,983 (2,479,503) – (44,852) 5,435,145 1,648,630 – 56,307 5,790,324 327,713 – (424,843) 5,749,501 – (56,309) (9,954,780) 2,143,263 (88) 469,695 50,160 1,043 4,365,606 1,651,731 (205,509) (427,974) (7,398,219) 5,435,057 Total liabilities and stockholders’ equity $6,082,795 $ 1,745,980 $47,449,342 $(7,673,540) $47,604,577 180 POPULAR, INC. 2018 ANNUAL REPORT Condensed Consolidating Statement of Financial Condition (In thousands) Assets: Cash and due from banks Money market investments Trading account debt securities, at fair value Debt securities available-for-sale, at fair value Debt securities held-to-maturity, at amortized cost Equity securities Investment in subsidiaries Loans held-for-sale, at lower of cost or fair value Loans held-in-portfolio: Loans not covered under loss-sharing agreements with the FDIC Loans covered under loss-sharing agreements with the FDIC Less - Unearned income Allowance for loan losses Total loans held-in-portfolio, net FDIC loss-share asset Premises and equipment, net Other real estate not covered under loss-sharing agreements with the FDIC Other real estate covered under loss-sharing agreements with the FDIC Accrued income receivable Mortgage servicing assets, at fair value Other assets Goodwill Other intangible assets Total assets Liabilities and Stockholders’ Equity Liabilities: Deposits: Non-interest bearing Interest bearing Total deposits Assets sold under agreements to repurchase Other short-term borrowings Notes payable Other liabilities Total liabilities Stockholders’ equity: Preferred stock Common stock Surplus Retained earnings (accumulated deficit) Treasury stock, at cost Accumulated other comprehensive loss, net of tax Total stockholders’ equity Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated At December 31, 2017 All other subsidiaries and eliminations $ 47,663 246,457 – – 8,726 5,109 5,494,410 – $ 462 2,807 – – 4,472 20 1,646,287 – $ 402,910 5,254,662 33,926 10,176,923 93,821 160,075 – 132,395 $ (48,178) (248,807) – – – (101) (7,140,697) – $ 402,857 5,255,119 33,926 10,176,923 107,019 165,103 – 132,395 33,221 – – 266 32,955 – 3,365 – – 369 – 61,319 – 6,114 – – – – – – – – – 112 – 34,312 – – 24,384,251 5,955 24,423,427 517,274 130,633 623,160 – – – 517,274 130,633 623,426 24,147,732 5,955 24,186,642 45,192 543,777 169,260 19,595 213,574 168,031 1,912,727 627,294 29,558 – – – – (211) – (17,035) – – 45,192 547,142 169,260 19,595 213,844 168,031 1,991,323 627,294 35,672 $5,906,487 $ 1,688,472 $44,131,452 $ (7,449,074) $44,277,337 $ $ – – – – – 737,685 64,813 802,498 50,160 1,042 4,289,976 1,203,521 (90,058) (350,652) 5,103,989 – – – – – 148,539 5,276 153,815 – 2 4,100,848 (2,536,707) – (29,486) 1,534,657 $ 8,539,123 27,211,370 35,750,493 390,921 96,208 650,132 1,641,383 $ (48,178) (248,807) $ 8,490,945 26,962,563 (296,985) 35,453,508 – – – (15,033) 390,921 96,208 1,536,356 1,696,439 38,529,137 (312,018) 39,173,432 – 56,307 5,728,978 165,878 – (348,848) 5,602,315 – (56,309) (9,821,299) 2,362,302 (84) 378,334 50,160 1,042 4,298,503 1,194,994 (90,142) (350,652) (7,137,056) 5,103,905 Total liabilities and stockholders’ equity $5,906,487 $ 1,688,472 $44,131,452 $(7,449,074) $44,277,337 POPULAR, INC. 2018 ANNUAL REPORT 181 Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated Year ended December 31, 2018 All other subsidiaries and eliminations Condensed Consolidating Statement of Operations (In thousands) Interest and dividend income: Dividend income from subsidiaries Loans Money market investments Investment securities Total interest and dividend income Interest expense: Deposits Short-term borrowings Long-term debt Total interest expense Net interest income (expense) Provision (reversal) for loan losses- non-covered loans Provision for loan losses- covered loans Net interest income (expense) after provision for loan losses Service charges on deposit accounts Other service fees Mortgage banking activities Net loss, including impairment on equity securities Net loss on trading account debt securities Net gain on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves on loans sold FDIC loss-share income Other operating income Total non-interest income Operating expenses: Personnel costs Net occupancy expenses Equipment expenses Other taxes Professional fees Communications Business promotion FDIC deposit insurance Loss on early extinguishment of debt Other real estate owned (OREO) expenses Other operating expenses Amortization of intangibles Total operating expenses $453,200 2,115 5,555 696 461,566 $ – – 69 279 348 – – 51,218 51,218 410,348 (251) – 410,599 – – – (777) – – – – 15,751 14,974 59,821 4,055 3,433 233 18,159 485 2,236 – 12,522 – (84,807) 41 16,178 – 49 9,330 9,379 (9,031) – – (9,031) – – – – – – – – 737 737 – – 3 1 178 – – – – – 80 – 262 Income (loss) before income tax and equity in earnings of subsidiaries Income tax expense Income (loss) before equity in earnings of subsidiaries Equity in undistributed earnings of subsidiaries Net income Comprehensive income, net of tax 409,395 – 409,395 208,763 $618,158 $540,836 (8,556) 3,267 (11,823) 69,027 $ 57,204 $ 41,838 182 POPULAR, INC. 2018 ANNUAL REPORT $ – 1,643,670 111,287 263,849 2,018,806 209,888 7,210 14,948 232,046 1,786,760 226,593 1,730 1,558,437 150,677 260,730 52,802 (1,268) (208) 33 (12,959) 94,725 95,037 639,569 503,167 84,274 68,352 46,050 331,978 22,622 63,682 27,757 – 23,338 227,463 9,285 1,407,968 790,038 116,275 673,763 – $(453,200) (49) (5,623) – $ – 1,645,736 111,288 264,824 (458,872) 2,021,848 (5,623) (49) – (5,672) (453,200) – – (453,200) 204,265 7,210 75,496 286,971 1,734,877 226,342 1,730 1,506,805 – (2,710) – (36) – – – – (40) (2,786) – – – – (471) – – – – – (2,375) – (2,846) (453,140) 37 (453,177) (277,790) 150,677 258,020 52,802 (2,081) (208) 33 (12,959) 94,725 111,485 652,494 562,988 88,329 71,788 46,284 349,844 23,107 65,918 27,757 12,522 23,338 140,361 9,326 1,421,562 737,737 119,579 618,158 – $ 673,763 $(730,967) $ 618,158 $ 597,768 $(639,606) $ 540,836 Condensed Consolidating Statement of Operations (In thousands) Interest and dividend income: Dividend income from subsidiaries Loans Money market investments Investment securities Total interest and dividend income Interest expense: Deposits Short-term borrowings Long-term debt Total interest expense Net interest income (expense) Provision for loan losses- non-covered loans Provision for loan losses- covered loans Net interest income (expense) after provision for loan losses Service charges on deposit accounts Other service fees Mortgage banking activities Net gain on sale of debt securities Other-than-temporary impairment losses on debt securities Net gain on equity securities Net profit (loss) on trading account debt securities Net loss on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves on loans sold FDIC loss-share expense Other operating income Total non-interest income Operating expenses: Personnel costs Net occupancy expenses Equipment expenses Other taxes Professional fees Communications Business promotion FDIC deposit insurance Other real estate owned (OREO) expenses Other operating expenses Amortization of intangibles Total operating expenses Income (loss) before income tax and equity in earnings of subsidiaries Income tax (benefit) expense Income (loss) before equity in earnings of subsidiaries Equity in undistributed (losses) earnings of subsidiaries Net income (loss) Comprehensive income (loss), net of tax Popular, Inc. Holding Co. $211,500 1,056 2,616 566 215,738 – – 52,470 52,470 163,268 403 – 162,865 – – – – – – 266 – – – 11,847 12,113 47,561 3,876 2,925 217 11,766 549 2,014 – 42 (70,723) – (1,773) 176,751 – 176,751 (69,070) $107,681 $ 77,315 Year ended December 31, 2017 All other subsidiaries and eliminations PNA Holding Co. Elimination entries Popular, Inc. Consolidated $ – – 54 322 376 – – 10,767 10,767 (10,391) – – (10,391) – – – – – – – – – – 921 921 – – 2 – (427) – – – – 51 – (374) (9,096) (8,382) (714) (153,944) $ – 1,477,713 51,495 194,796 1,724,004 144,534 5,728 13,155 163,417 1,560,587 325,234 5,742 1,229,611 153,709 220,073 25,496 83 (8,299) 251 (1,110) (420) (22,377) (10,066) 51,598 408,938 429,201 85,318 62,215 43,165 281,585 21,917 56,431 26,392 48,498 197,935 9,378 1,262,035 376,514 236,944 139,570 – $(211,500) (4) (2,670) – $ – 1,478,765 51,495 195,684 (214,174) 1,725,944 (2,670) (4) – (2,674) (211,500) (5,955) – (205,545) – (2,806) – – – – 27 – – – (26) 141,864 5,724 76,392 223,980 1,501,964 319,682 5,742 1,176,540 153,709 217,267 25,496 83 (8,299) 251 (817) (420) (22,377) (10,066) 64,340 (2,805) 419,167 – – – – (436) – – – – (2,256) – (2,692) (205,658) 2,268 (207,926) 223,014 476,762 89,194 65,142 43,382 292,488 22,466 58,445 26,392 48,540 125,007 9,378 1,257,196 338,511 230,830 107,681 – $(154,658) $ 139,570 $ 15,088 $ 107,681 $(162,195) $ 108,663 $ 53,532 $ 77,315 POPULAR, INC. 2018 ANNUAL REPORT 183 Condensed Consolidating Statement of Operations (In thousands) Interest and dividend income: Dividend income from subsidiaries Loans Money market investments Investment securities Total interest and dividend income Interest Expense: Deposits Short-term borrowings Long-term debt Total interest expense Net interest income (expense) Provision (reversal) for loan losses- non-covered loans Provision (reversal) for loan losses- covered loans Net interest income (expense) after provision for loan losses Service charges on deposit accounts Other service fees Mortgage banking activities Net gain on sale of debt securities Othe-than-temporary impairment losses on debt securities Net gain on equity securities Net profit (loss) on trading account debt securities Net gain on sale of loans, including valuation adjustments on loans held-for-sale Adjustments (expense) to indemnity reserves on loans sold FDIC loss-share expense Other operating income (loss) Total non-interest income (loss) Operating expenses: Personnel costs Net occupancy expenses Equipment expenses Other taxes Professional fees Communications Business promotion FDIC deposit insurance Other real estate owned (OREO) expenses Other operating expenses Amortization of intangibles Goodwill impairment charge Total operating expenses Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated Year ended December 31, 2016 All other subsidiaries and eliminations $102,300 78 1,399 664 104,441 $ – – 101 322 423 $ – 1,459,642 16,428 157,439 1,633,509 $(102,300) – (1,500) – (103,800) $ – 1,459,720 16,428 158,425 1,634,573 – – 52,470 52,470 51,971 (35) – 52,006 – – – – – 1,767 90 – – – 12,352 14,209 48,032 3,630 2,807 187 10,817 520 2,261 – 52 (72,514) – (4,208) – – 10,769 10,769 (10,346) – – (10,346) – – – – – – – – – – (2,559) (2,559) – – – 1 122 – – – – 60 – 183 129,077 7,812 13,890 150,779 1,482,730 171,161 (1,110) 1,312,679 160,836 237,342 56,538 38 (209) 157 (831) 8,245 (17,285) (207,779) 51,903 288,955 429,363 82,023 59,418 42,116 312,517 23,377 50,753 24,512 47,067 175,147 12,144 3,801 1,262,238 (1,500) – – (1,500) (102,300) – – (102,300) – (2,572) – – – – (44) – – – (53) (2,669) – – – – (413) – – – – (2,165) – – (2,578) 127,577 7,812 77,129 212,518 1,422,055 171,126 (1,110) 1,252,039 160,836 234,770 56,538 38 (209) 1,924 (785) 8,245 (17,285) (207,779) 61,643 297,936 477,395 85,653 62,225 42,304 323,043 23,897 53,014 24,512 47,119 100,528 12,144 3,801 1,255,635 Income (loss) before income tax and equity in earnings of subsidiaries Income tax expense (benefit) Income (loss) before equity in earnings of subsidiaries Equity in undistributed earnings of subsidiaries Income from continuing operations Income from discontinued operations, net of tax Equity in undistributed earnings of discontinued operations Net Income Comprehensive income, net of tax 70,423 19 70,404 145,152 215,556 – 1,135 $216,691 $153,291 (13,088) (4,581) (8,507) 41,574 $ 33,067 – 1,135 $ 34,202 $ 20,108 339,396 83,364 256,032 – 256,032 1,135 – $ 257,167 $ 195,118 (102,391) (18) (102,373) (186,726) (289,099) – (2,270) $(291,369) 294,340 78,784 215,556 – 215,556 1,135 – $ 216,691 $(215,226) $ 153,291 184 POPULAR, INC. 2018 ANNUAL REPORT Condensed Consolidating Statement of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of dividends or distributions Provision (reversal) for loan losses Amortization of intangibles Depreciation and amortization of premises and equipment Net accretion of discounts and amortization of premiums and deferred fees Share-based compensation Impairment losses on long-lived assets Fair value adjustments on mortgage servicing rights FDIC loss-share income Adjustments to indemnity reserves on loans sold Earnings from investments under the equity method, net of dividends or distributions Deferred income tax expense (benefit) Loss (gain) on: Disposition of premises and equipment and other productive assets Proceeds from insurance claims Early extinguishment of debt Sale of loans, including valuation adjustments on loans held for sale and mortgage banking Proceeds from calls, paydowns, maturities and redemptions of investment securities: activities Sale of foreclosed assets, including write-downs Acquisitions of loans held-for-sale Proceeds from sale of loans held-for-sale Net originations on loans held-for-sale Net decrease (increase) in: Trading securities Equity securities Accrued income receivable Other assets Net (decrease) increase in: Interest payable Pension and other postretirement benefits obligations Other liabilities Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Net decrease (increase) in money market investments Purchases of investment securities: Available-for-sale Equity Available-for-sale Held-to-maturity Equity Proceeds from sale of investment securities: Net repayments (disbursements) on loans Proceeds from sale of loans Acquisition of loan portfolios Net payments (to) from FDIC under loss-sharing agreements Payments to acquire businesses, net of cash acquired Return of capital from equity method investments Capital contribution to subsidiary Return of capital from wholly-owned subsidiaries Acquisition of premises and equipment Proceeds from insurance claims Proceeds from sale of: Premises and equipment and other productive assets Foreclosed assets Net cash used in investing activities Cash flows from financing activities: Net increase (decrease) in: Deposits Assets sold under agreements to repurchase Other short-term borrowings Payments of notes payable Payments of debt extinguishment Proceeds from issuance of notes payable Proceeds from issuance of common stock Dividends paid to parent company Dividends paid Net payments for repurchase of common stock Return of capital to parent company Capital contribution from parent Payments related to tax withholding for share-based compensation Net cash (used in) provided by financing activities Net increase (decrease) in cash and due from banks, and restricted cash Cash and due from banks, and restricted cash at beginning of period Cash and due from banks, and restricted cash at end of period Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated Year ended December 31, 2018 All other subsidiaries and eliminations $ 618,158 $ 57,204 $ 673,763 $(730,967) $ 618,158 (208,763) (251) 41 743 2,022 7,441 – – – – (14,333) – 22 – 12,522 – – – – – – (1,583) 85 (506) (10,288) – 8,059 (204,789) 413,369 (69,027) – – – 27 – – – – – (737) 1,531 – – – – – – – – – – (4) (83) (1,891) – (99) (70,283) (13,079) – 228,323 9,285 52,557 (89,203) 3,080 272 8,477 (94,725) 12,959 (9,147) (13,888) 15,962 (20,147) – (9,681) 6,833 (232,264) 66,687 (254,582) 458,548 (39) 49,273 264,482 2,327 4,558 (233,160) 226,787 900,550 277,790 – – – – – – – – – – 37 – – – – – – – – (101) – (66) 948 66 – (1,044) 277,630 (453,337) – 228,072 9,326 53,300 (87,154) 10,521 272 8,477 (94,725) 12,959 (24,217) (12,320) 15,984 (20,147) 12,522 (9,681) 6,833 (232,264) 66,687 (254,582) 458,447 (1,622) 49,288 264,841 (9,786) 4,558 (226,244) 229,345 847,503 70,000 (12,481) 1,083,515 (57,519) 1,083,515 – – – – – 536 – – – – – (87,000) 13,000 (1,099) – 293 – (4,270) – – – (448,518) (12,522) 293,819 11,653 – (105,441) (125,731) – – (2,201) (388,941) 20,158 48,120 $ 68,278 – – – 1,637 – – – – – – 5,963 – – – – – – (4,881) – – – (54,502) – – – – – – – 72,000 – 17,498 (462) 462 – $ (10,050,165) (13,208) 6,946,209 5,643 24,209 (7,201) 29,669 (601,550) (25,012) (1,843,333) (1,873) – – (79,450) 20,147 8,892 105,371 (4,398,137) 4,221,975 (109,391) (96,167) (252,946) – 180,000 (4,385) (453,200) – 471 (13,000) 15,000 – 3,488,357 (9,230) 412,225 402,995 $ – 140 – – – – – – – – – 87,000 (13,000) – – – – 16,621 37,676 – – – – – – 453,200 – (4) 13,000 (87,000) – 416,872 (19,844) (48,178) $ (68,022) (10,050,165) (13,068) 6,946,209 7,280 24,209 (6,665) 29,669 (601,550) (25,012) (1,843,333) 4,090 – – (80,549) 20,147 9,185 105,371 (4,390,667) 4,259,651 (109,391) (96,167) (755,966) (12,522) 473,819 7,268 – (105,441) (125,264) – – (2,201) 3,533,786 (9,378) 412,629 403,251 $ POPULAR, INC. 2018 ANNUAL REPORT 185 Condensed Consolidating Statement of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of dividends or distributions Provision for loan losses Amortization of intangibles Depreciation and amortization of premises and equipment Net accretion of discounts and amortization of premiums and deferred fees Impairment losses on long-lived assets Other-than-temporary impairment on debt securities Fair value adjustments on mortgage servicing rights FDIC loss-share expense Adjustments (expense) to indemnity reserves on loans sold Earnings from investments under the equity method, net of dividends or distributions Deferred income tax (benefit) expense (Gain) loss on: Disposition of premises and equipment and other productive assets Sale and valuation adjustments of debt securities Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities Sale of foreclosed assets, including write-downs Acquisitions of loans held-for-sale Proceeds from sale of loans held-for-sale Net originations on loans held-for-sale Net decrease (increase) in: Trading debt securities Equity securities Accrued income receivable Other assets Net increase (decrease) in: Interest payable Pension and other postretirement benefits obligations Other liabilities Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Net decrease (increase) in money market investments Purchases of investment securities: Available-for-sale Equity Proceeds from calls, paydowns, maturities and redemptions of investment securities: Available-for-sale Held-to-maturity Proceeds from sale of investment securities: Available for sale Equity Net repayments (disbursements) on loans Proceeds from sale of loans Acquisition of loan portfolios Acquisition of trademark Net payments (to) from FDIC under loss-sharing agreements Return of capital from equity method investments Capital contribution to subsidiary Return of capital from wholly-owned subsidiaries Acquisition of premises and equipment Proceeds from sale of: Premises and equipment and other productive assets Foreclosed assets Net cash (used in) provided by investing activities Cash flows from financing activities: Net increase (decrease) in: Deposits Assets sold under agreements to repurchase Other short-term borrowings Payments of notes payable Proceeds from issuance of notes payable Proceeds from issuance of common stock Dividends paid to parent company Dividends paid Net payments for repurchase of common stock Return of capital to parent company Capital contribution from parent Payments related to tax withholding for share-based compensation Net cash (used in) provided by financing activities Net (decrease) increase in cash and due from banks, and restricted cash Cash and due from banks, and restricted cash at beginning of period Cash and due from banks, and restricted cash at end of period 186 POPULAR, INC. 2018 ANNUAL REPORT Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated Year ended December 31, 2017 All other subsidiaries and eliminations $ 107,681 $(154,658) $ 139,570 $ 15,088 $ 107,681 69,070 403 – 649 2,086 – – – – – (7,765) – (8) – – 42 – – – – (1,346) (748) 8,761 – – 3,230 74,374 182,055 153,944 – – – 27 – – – – – (921) (8,382) – – – – – – – – – 26 – – – (758) 143,936 (10,722) – 325,021 9,378 47,715 (24,423) 4,784 8,299 36,519 10,066 22,377 (9,561) 215,864 4,289 (83) (16,670) 21,673 (244,385) 69,464 (315,522) 503,108 108 (75,201) (76,727) 2,670 (13,100) 25,466 531,129 670,699 (223,014) – – – – – – – – – – (54) – – – – – – – – (31) 121 2,122 (121) – 341 (220,636) (205,548) – 325,424 9,378 48,364 (22,310) 4,784 8,299 36,519 10,066 22,377 (18,247) 207,428 4,281 (83) (16,670) 21,715 (244,385) 69,464 (315,522) 503,108 (1,269) (75,802) (65,844) 2,549 (13,100) 28,279 528,803 636,484 6,000 10,455 (2,365,132) (18,255) (2,366,932) – – – – – – 181 – (31,909) (5,560) – – (5,955) 22,400 (965) 23 38 (15,747) – – – – – 7,016 – (95,910) (75,668) – – (1,756) (166,318) (10) 48,130 $ 48,120 – – – – – – – – – – – 138 – 10,400 – – – 20,993 – – – – – – – – – (10,400) – – (10,400) (129) 591 462 $ (4,139,650) (29,672) 2,023,295 6,232 14,423 30,250 (398,857) 38,279 (541,489) 5,560 (7,679) 8,056 5,955 – (61,732) 9,730 96,502 (5,305,929) 4,935,948 (88,505) 95,008 (95,607) 55,000 – (211,500) – – (22,400) 5,955 – 4,673,899 38,669 373,556 412,225 $ – – – – – – – (37,864) 37,864 – – – – (32,800) – – – (51,055) 18,157 – – – – – 211,500 – 4 32,800 (5,955) – 256,506 (97) (48,081) $ (48,178) (4,139,650) (29,672) 2,023,295 6,232 14,423 30,250 (398,676) 415 (535,534) – (7,679) 8,194 – – (62,697) 9,753 96,540 (5,351,738) 4,954,105 (88,505) 95,008 (95,607) 55,000 7,016 – (95,910) (75,664) – – (1,756) 4,753,687 38,433 374,196 412,629 $ Condensed Consolidating Statement of Cash Flows (In thousands) Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed losses of subsidiaries, net of dividends or distributions Provision (reversal) for loan losses Goodwill impairment losses Amortization of intangibles Depreciation and amortization of premises and equipment Net accretion of discounts and amortization of premiums and deferred fees Other-than-temporary impairment on debt securities Fair value adjustments on mortgage servicing rights FDIC loss share expense Adjustments (expense) to indemnity reserves on loans sold (Earnings) losses from investments under the equity method, net of dividends or distributions Deferred income tax expense (benefit) (Gain) loss on: Disposition of premises and equipment and other productive assets Sale and valuation adjustments of debt securities Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities Sale of foreclosed assets, including write-downs Acquisitions of loans held-for-sale Proceeds from sale of loans held-for-sale Net originations on loans held-for-sale Net decrease (increase) in: Trading debt securities Equity securities Accrued income receivable Other assets Net increase (decrease) in: Interest payable Pension and other postretirement benefits obligations Other liabilities Total adjustments Net cash provided by (used in) operating activities Cash flows from investing activities: Net increase (decrease) in money market investments Purchases of investment securities: Available-for-sale Equity Proceeds from calls, paydowns, maturities and redemptions of investment securities: Available-for-sale Held-to-maturity Equity Proceeds from sale of investment securities: Available-for-sale Net repayments (disbursements) on loans Proceeds from sale of loans Acquisition of loan portfolios Net payments (to) from FDIC under loss-sharing agreements Return of capital from equity method investments Return of capital from wholly-owned subsidiaries Acquisition of premises and equipment Proceeds from sale of: Premises and equipment and other productive assets Foreclosed assets Net cash provided by (used in) investing activities Cash flows from financing activities: Net increase (decrease) in: Deposits Assets sold under agreements to repurchase Payments of notes payable Proceeds from issuance of notes payable Proceeds from issuance of common stock Dividends paid to parent company Dividends paid Net payments for repurchase of common stock Return of capital to parent company Payments related to tax withholding for share-based compensation Net cash (used in) provided by financing activities Net increase (decrease) in cash and due from banks, and restricted cash Cash and due from banks, and restricted cash at beginning of period Cash and due from banks, and restricted cash at end of period Popular, Inc. Holding Co. PNA Holding Co. Elimination entries Popular, Inc. Consolidated Year ended December 31, 2016 All other subsidiaries and eliminations $ 216,691 $ 34,202 $ 257,167 $(291,369) $ 216,691 (146,287) (35) – – 654 2,087 – – – – (7,572) 19 (2) – – 52 – – – – (524) (27) (867) (42,709) – – – – 28 – – – – 2,559 (4,581) – – – – – – – – – (23) (3) – – (3,854) (156,356) 60,335 – – (624) (45,353) (11,151) – 170,051 3,801 12,144 46,220 (42,901) 209 25,336 207,779 17,285 (9,392) 66,154 4,096 (39) (35,517) 19,305 (310,217) 89,887 (510,783) 754,478 8,878 (13,812) (43,288) 219 (55,678) (11,781) 392,434 649,601 188,996 – – – – – – – – – – (18) – – – – – – – – 133 54 (2,972) (54) – 3,018 189,157 (102,212) – 170,016 3,801 12,144 46,874 (40,786) 209 25,336 207,779 17,285 (14,405) 61,574 4,094 (39) (35,517) 19,357 (310,217) 89,887 (510,783) 754,478 8,487 (13,808) (47,130) 165 (55,678) (13,241) 379,882 596,573 10,008 10,668 (715,346) (18,868) (713,538) – – – – – – 35 – – – 315 14,000 (953) 56 434 23,895 – – – – 7,437 – (65,932) (475) – (1,623) (60,593) 23,637 24,493 $ 48,130 – – – – – – – – – – 474 – – – – 11,142 – – – – – – – – – – – (9) 600 591 $ (3,407,779) (14,130) 1,227,966 4,588 9,539 4,815 (267,240) 141,363 (535,445) 98,518 4,059 – (99,367) 8,841 82,923 (3,456,695) 3,290,797 (282,719) (254,816) 165,047 – (102,300) – – (14,000) – 2,802,009 (5,085) 378,641 373,556 $ – – – – – – – – – – – (14,000) – – – (32,868) (4,369) – – – – 102,300 – (88) 14,000 – 111,843 (23,237) (24,844) $ (48,081) (3,407,779) (14,130) 1,227,966 4,588 9,539 4,815 (267,205) 141,363 (535,445) 98,518 4,848 – (100,320) 8,897 83,357 (3,454,526) 3,286,428 (282,719) (254,816) 165,047 7,437 – (65,932) (563) – (1,623) 2,853,259 (4,694) 378,890 374,196 $ The Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2016 includes the cash flows from operating, investing and financing activities associated with discontinued operations. POPULAR, INC. 2018 ANNUAL REPORT 187 Note 42 - Subsequent events the Corporation entered into an On February 28, 2019, accelerated share repurchase transaction of $250 million with respect to its common stock, which was accounted for as a treasury stock transaction. Accordingly, 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 of 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. 188 POPULAR, INC. 2018 ANNUAL REPORT P.O. Box 362708 | San Juan, Puerto Rico 00936-2708