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Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities | 3 Months Ended
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Mar. 31, 2020
Disclosure Text Block |
Condensed Consolidating Financial Information of Guarantor and Issuers of Registeres Guranteed Securities | Note 34 – Condensed consolidating financial information of guarantor and issuers of registered guaranteed securities The following condensed consolidating financial information presents the financial position of Popular, Inc. Holding Company (“PIHC”) (parent only), Popular North America, Inc. (“PNA”) and all other subsidiaries of the Corporation at March 31, 2020 and December 31, 2019, and the results of their operations and cash flows for periods ended March 31, 2020 and 2019. PNA is an operating, 100% owned subsidiary of PIHC and is the holding company of its wholly-owned subsidiaries: Equity One, Inc. and Popular Bank (“PB”), including PB’s wholly-owned subsidiaries Popular Equipment Finance, Inc., Popular Insurance Agency, U.S.A., and E-LOAN, Inc. PIHC fully and unconditionally guarantees, joint and severally, all registered debt securities issued by PNA. Condensed Consolidating Statement of Financial Condition
| At March 31, 2020
|  |  |  |  |  | All other |  |  |  |
|  | Popular Inc. | PNA |  | subsidiaries and |  | Elimination |  | Popular, Inc.
(In thousands) |  | Holding Co. | Holding Co. |  | eliminations |  | entries |  | Consolidated
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 76,617 | $ | - |  | $ | 445,553 |  | $ | (76,619) |  | $ | 445,551
Money market investments |  |  | 211,343 |  | 13,099 |  |  | 5,941,374 |  |  | (224,100) |  |  | 5,941,716
Trading account debt securities, at fair value |  |  | - |  | - |  |  | 42,545 |  |  | - |  |  | 42,545
Debt securities available-for-sale, at fair value |  |  | - |  | - |  |  | 15,813,301 |  |  | - |  |  | 15,813,301
Debt securities held -to maturity, at amortized cost |  |  | 8,726 |  | 2,835 |  |  | 83,702 |  |  | - |  |  | 95,263
| Less - Allowance for credit losses |  |  | - |  | - |  |  | 13,390 |  |  | - |  |  | 13,390
| Debt securities held-to-maturity, net |  |  | 8,726 |  | 2,835 |  |  | 70,312 |  |  | - |  |  | 81,873
Equity securities |  |  | 11,284 |  | 20 |  |  | 151,873 |  |  | (119) |  |  | 163,058
Investment in subsidiaries |  |  | 5,880,938 |  | 1,746,263 |  |  | - |  |  | (7,627,201) |  |  | -
Loans held-for-sale, at lower of cost or fair value |  |  | - |  | - |  |  | 87,855 |  |  | - |  |  | 87,855
Loans held-in-portfolio |  |  | 31,888 |  | - |  |  | 27,809,997 |  |  | 5,955 |  |  | 27,847,840
| Less - Unearned income |  |  | - |  | - |  |  | 185,568 |  |  | - |  |  | 185,568
| Allowance for credit losses |  |  | 374 |  | - |  |  | 919,342 |  |  | - |  |  | 919,716
| Total loans held-in-portfolio, net |  |  | 31,514 |  | - |  |  | 26,705,087 |  |  | 5,955 |  |  | 26,742,556
Premises and equipment, net |  |  | 4,371 |  | - |  |  | 547,636 |  |  | - |  |  | 552,007
Other real estate |  |  | 146 |  | - |  |  | 123,776 |  |  | - |  |  | 123,922
Accrued income receivable |  |  | 272 |  | 12 |  |  | 175,873 |  |  | (79) |  |  | 176,078
Mortgage servicing assets, at fair value |  |  | - |  | - |  |  | 147,311 |  |  | - |  |  | 147,311
Other assets |  |  | 95,083 |  | 21,614 |  |  | 1,691,922 |  |  | (20,182) |  |  | 1,788,437
Goodwill |  |  | - |  | - |  |  | 671,123 |  |  | (1) |  |  | 671,122
Other intangible assets |  |  | 6,439 |  | - |  |  | 19,868 |  |  | - |  |  | 26,307
Total assets |  | $ | 6,326,733 | $ | 1,783,843 |  | $ | 52,635,409 |  | $ | (7,942,346) |  | $ | 52,803,639
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Non-interest bearing |  | $ | - | $ | - |  | $ | 9,473,068 |  | $ | (76,619) |  | $ | 9,396,449
| Interest bearing |  |  | - |  | - |  |  | 35,624,827 |  |  | (224,100) |  |  | 35,400,727
|  | Total deposits |  |  | - |  | - |  |  | 45,097,895 |  |  | (300,719) |  |  | 44,797,176
Assets sold under agreements to repurchase |  |  | - |  | - |  |  | 178,766 |  |  | - |  |  | 178,766
Other short-term borrowings |  |  | - |  | - |  |  | 100,000 |  |  | - |  |  | 100,000
Notes payable |  |  | 586,435 |  | 94,097 |  |  | 377,599 |  |  | - |  |  | 1,058,131
Other liabilities |  |  | 70,844 |  | 1,651 |  |  | 948,224 |  |  | (20,758) |  |  | 999,961
Total liabilities |  |  | 657,279 |  | 95,748 |  |  | 46,702,484 |  |  | (321,477) |  |  | 47,134,034
Stockholders' equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | 22,143 |  | - |  |  | - |  |  | - |  |  | 22,143
Common stock |  |  | 1,044 |  | 2 |  |  | 56,307 |  |  | (56,309) |  |  | 1,044
Surplus |  |  | 4,357,512 |  | 4,173,039 |  |  | 5,847,100 |  |  | (10,011,351) |  |  | 4,366,300
Retained earnings (accumulated deficit) |  |  | 1,948,697 |  | (2,516,370) |  |  | (189,242) |  |  | 2,697,085 |  |  | 1,940,170
Treasury stock, at cost |  |  | (870,565) |  | - |  |  | - |  |  | (110) |  |  | (870,675)
Accumulated other comprehensive income, net of tax |  |  | 210,623 |  | 31,424 |  |  | 218,760 |  |  | (250,184) |  |  | 210,623
Total stockholders' equity |  |  | 5,669,454 |  | 1,688,095 |  |  | 5,932,925 |  |  | (7,620,869) |  |  | 5,669,605
Total liabilities and stockholders' equity |  | $ | 6,326,733 | $ | 1,783,843 |  | $ | 52,635,409 |  | $ | (7,942,346) |  | $ | 52,803,639
Condensed Consolidating Statement of Financial Condition (Unaudited) |  |  |  |  |  |  |  |
|  |  | At December 31, 2019
|  |  |  |  |  |  | All other |  |  |  |
|  |  |  | Popular, Inc. | PNA |  | subsidiaries and |  | Elimination |  | Popular, Inc.
(In thousands) |  | Holding Co. | Holding Co. |  | eliminations |  | entries |  | Consolidated
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 55,956 | $ | - |  | $ | 388,363 |  | $ | (56,008) |  | $ | 388,311
Money market investments |  |  | 221,598 |  | 16,029 |  |  | 3,261,688 |  |  | (237,029) |  |  | 3,262,286
Trading account debt securities, at fair value |  |  | - |  | - |  |  | 40,321 |  |  | - |  |  | 40,321
Debt securities available-for-sale, at fair value |  |  | - |  | - |  |  | 17,648,473 |  |  | - |  |  | 17,648,473
Debt securities held-to-maturity, at amortized cost |  |  | 8,726 |  | 2,835 |  |  | 86,101 |  |  | - |  |  | 97,662
Equity securities |  |  | 10,744 |  | 20 |  |  | 149,322 |  |  | (199) |  |  | 159,887
Investment in subsidiaries |  |  | 6,243,065 |  | 1,806,583 |  |  | - |  |  | (8,049,648) |  |  | -
Loans held-for-sale, at lower of cost or fair value |  |  | - |  | - |  |  | 59,203 |  |  | - |  |  | 59,203
Loans held-in-portfolio |  |  | 32,027 |  | - |  |  | 27,549,874 |  |  | 5,955 |  |  | 27,587,856
| Less - Unearned income |  |  | - |  | - |  |  | 180,983 |  |  | - |  |  | 180,983
| Allowance for loan losses |  |  | 410 |  | - |  |  | 477,298 |  |  | - |  |  | 477,708
| Total loans held-in-portfolio, net |  |  | 31,617 |  | - |  |  | 26,891,593 |  |  | 5,955 |  |  | 26,929,165
Premises and equipment, net |  |  | 3,893 |  | - |  |  | 552,757 |  |  | - |  |  | 556,650
Other real estate |  |  | 146 |  | - |  |  | 121,926 |  |  | - |  |  | 122,072
Accrued income receivable |  |  | 382 |  | 108 |  |  | 180,630 |  |  | (249) |  |  | 180,871
Mortgage servicing assets, at fair value |  |  | - |  | - |  |  | 150,906 |  |  | - |  |  | 150,906
Other assets |  |  | 93,835 |  | 21,324 |  |  | 1,722,839 |  |  | (18,383) |  |  | 1,819,615
Goodwill |  |  | - |  | - |  |  | 671,123 |  |  | (1) |  |  | 671,122
Other intangible assets |  |  | 6,463 |  | - |  |  | 22,317 |  |  | - |  |  | 28,780
Total assets |  | $ | 6,676,425 | $ | 1,846,899 |  | $ | 51,947,562 |  | $ | (8,355,562) |  | $ | 52,115,324
Liabilities and Stockholders' Equity |  |  |  |  |  |  |  |  |  |  |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Non-interest bearing |  | $ | - | $ | - |  | $ | 9,216,181 |  | $ | (56,008) |  | $ | 9,160,173
| Interest bearing |  |  | - |  | - |  |  | 34,835,462 |  |  | (237,029) |  |  | 34,598,433
|  | Total deposits |  |  | - |  | - |  |  | 44,051,643 |  |  | (293,037) |  |  | 43,758,606
Assets sold under agreements to repurchase |  |  | - |  | - |  |  | 193,378 |  |  | - |  |  | 193,378
Notes payable |  |  | 586,119 |  | 94,090 |  |  | 421,399 |  |  | - |  |  | 1,101,608
Other liabilities |  |  | 73,596 |  | 3,200 |  |  | 986,865 |  |  | (18,708) |  |  | 1,044,953
Total liabilities |  |  | 659,715 |  | 97,290 |  |  | 45,653,285 |  |  | (311,745) |  |  | 46,098,545
Stockholders' equity: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock |  |  | 50,160 |  | - |  |  | - |  |  | - |  |  | 50,160
Common stock |  |  | 1,044 |  | 2 |  |  | 56,307 |  |  | (56,309) |  |  | 1,044
Surplus |  |  | 4,438,706 |  | 4,173,169 |  |  | 5,847,389 |  |  | (10,011,852) |  |  | 4,447,412
Retained earnings (accumulated deficit) |  |  | 2,156,442 |  | (2,425,429) |  |  | 555,398 |  |  | 1,861,504 |  |  | 2,147,915
Treasury stock, at cost |  |  | (459,704) |  | - |  |  | - |  |  | (110) |  |  | (459,814)
Accumulated other comprehensive (loss) income, net of tax |  |  | (169,938) |  | 1,867 |  |  | (164,817) |  |  | 162,950 |  |  | (169,938)
Total stockholders' equity |  |  | 6,016,710 |  | 1,749,609 |  |  | 6,294,277 |  |  | (8,043,817) |  |  | 6,016,779
Total liabilities and stockholders' equity |  | $ | 6,676,425 | $ | 1,846,899 |  | $ | 51,947,562 |  | $ | (8,355,562) |  | $ | 52,115,324
Condensed Consolidating Statement of Operations (Unaudited) |  |  |  |  |  |  |  |  |
|  |  |  | Quarter ended March 31, 2020
|  |  |  |  |  |  |  | All other |  |  |  |  |  |
|  |  | Popular, Inc. | PNA | subsidiaries and | Elimination | Popular, Inc.
(In thousands) |  | Holding Co. | Holding Co. | eliminations | entries | Consolidated
Interest and dividend income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Dividend income from subsidiaries |  | $ | 580,000 |  | $ | - |  | $ | - |  | $ | (580,000) |  | $ | -
| Loans |  |  | 562 |  |  | - |  |  | 449,884 |  |  | - |  |  | 450,446
| Money market investments |  |  | 1,151 |  |  | 45 |  |  | 12,001 |  |  | (1,197) |  |  | 12,000
| Investment securities |  |  | 158 |  |  | 47 |  |  | 87,707 |  |  | - |  |  | 87,912
| Total interest and dividend income |  |  | 581,871 |  |  | 92 |  |  | 549,592 |  |  | (581,197) |  |  | 550,358
Interest expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Deposits |  |  | - |  |  | - |  |  | 63,298 |  |  | (1,197) |  |  | 62,101
| Short-term borrowings |  |  | - |  |  | - |  |  | 1,048 |  |  | - |  |  | 1,048
| Long-term debt |  |  | 9,632 |  |  | 1,557 |  |  | 2,925 |  |  | - |  |  | 14,114
| Total interest expense |  |  | 9,632 |  |  | 1,557 |  |  | 67,271 |  |  | (1,197) |  |  | 77,263
Net interest income (expense) |  |  | 572,239 |  |  | (1,465) |  |  | 482,321 |  |  | (580,000) |  |  | 473,095
Provision for credit losses - loan portfolios |  |  | 158 |  |  | - |  |  | 188,837 |  |  | - |  |  | 188,995
Provision for credit losses - investment securities |  |  | - |  |  | - |  |  | 736 |  |  | - |  |  | 736
Net interest income (expense) after provision for credit losses |  |  | 572,081 |  |  | (1,465) |  |  | 292,748 |  |  | (580,000) |  |  | 283,364
Service charges on deposit accounts |  |  | - |  |  | - |  |  | 41,659 |  |  | - |  |  | 41,659
Other service fees |  |  | - |  |  | - |  |  | 64,899 |  |  | (126) |  |  | 64,773
Mortgage banking activities |  |  | - |  |  | - |  |  | 6,420 |  |  | - |  |  | 6,420
Net loss, including impairment on equity securities |  |  | (1,543) |  |  | - |  |  | (1,266) |  |  | 81 |  |  | (2,728)
Net profit on trading account debt securities |  |  | - |  |  | - |  |  | 491 |  |  | - |  |  | 491
Net gain on sale of loans, including valuation adjustments on loans held-for-sale |  |  | - |  |  | - |  |  | 957 |  |  | - |  |  | 957
Indemnity reserves on loans sold expense |  |  | - |  |  | - |  |  | (4,793) |  |  | - |  |  | (4,793)
Other operating income (expense) |  |  | 4,169 |  |  | - |  |  | 15,701 |  |  | (6) |  |  | 19,864
| Total non-interest income |  |  | 2,626 |  |  | - |  |  | 124,068 |  |  | (51) |  |  | 126,643
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Personnel costs |  |  | 18,273 |  |  | - |  |  | 128,558 |  |  | - |  |  | 146,831
Net occupancy expenses |  |  | 1,053 |  |  | - |  |  | 24,105 |  |  | - |  |  | 25,158
Equipment expenses |  |  | 873 |  |  | 1 |  |  | 20,731 |  |  | - |  |  | 21,605
Other taxes |  |  | 62 |  |  | 1 |  |  | 13,618 |  |  | - |  |  | 13,681
Professional fees |  |  | 6,466 |  |  | 30 |  |  | 94,701 |  |  | (126) |  |  | 101,071
Communications |  |  | 127 |  |  | - |  |  | 5,827 |  |  | - |  |  | 5,954
Business promotion |  |  | 816 |  |  | - |  |  | 13,381 |  |  | - |  |  | 14,197
FDIC deposit insurance |  |  | - |  |  | - |  |  | 5,080 |  |  | - |  |  | 5,080
Other real estate owned (OREO) expenses |  |  | - |  |  | - |  |  | 2,479 |  |  | - |  |  | 2,479
Other operating expenses |  |  | (26,583) |  |  | 13 |  |  | 61,346 |  |  | (697) |  |  | 34,079
Amortization of intangibles |  |  | 24 |  |  | - |  |  | 2,449 |  |  | - |  |  | 2,473
| Total operating expenses |  |  | 1,111 |  |  | 45 |  |  | 372,275 |  |  | (823) |  |  | 372,608
Income (loss) before income tax and equity in (losses) earnings of subsidiaries |  |  | 573,596 |  |  | (1,510) |  |  | 44,541 |  |  | (579,228) |  |  | 37,399
Income tax (benefit) expense |  |  | - |  |  | (317) |  |  | 3,145 |  |  | 269 |  |  | 3,097
Income (loss) before equity in losses of subsidiaries |  |  | 573,596 |  |  | (1,193) |  |  | 41,396 |  |  | (579,497) |  |  | 34,302
Equity in undistributed losses of subsidiaries |  |  | (539,294) |  |  | (43,452) |  |  | - |  |  | 582,746 |  |  | -
Net income (loss) |  | $ | 34,302 |  | $ | (44,645) |  | $ | 41,396 |  | $ | 3,249 |  | $ | 34,302
Comprehensive income (loss), net of tax |  | $ | 414,863 |  | $ | (15,088) |  | $ | 424,973 |  | $ | (409,885) |  | $ | 414,863
Condensed Consolidating Statement of Operations (Unaudited)
|  |  |  | Quarter ended March 31, 2019
|  |  |  |  |  |  |  | All other |  |  |  |  |  |
|  | Popular, Inc. | PNA | subsidiaries and | Elimination | Popular, Inc.
(In thousands) | Holding Co. | Holding Co. | eliminations | entries | Consolidated
Interest and dividend income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Dividend income from subsidiaries |  | $ | 202,300 |  | $ | - |  | $ | - |  | $ | (202,300) |  | $ | -
| Loans |  |  | 588 |  |  | - |  |  | 447,125 |  |  | - |  |  | 447,713
| Money market investments |  |  | 1,122 |  |  | 51 |  |  | 29,220 |  |  | (1,173) |  |  | 29,220
| Investment securities |  |  | 154 |  |  | 46 |  |  | 80,836 |  |  | - |  |  | 81,036
| Total interest and dividend income |  |  | 204,164 |  |  | 97 |  |  | 557,181 |  |  | (203,473) |  |  | 557,969
Interest expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Deposits |  |  | - |  |  | - |  |  | 71,999 |  |  | (1,173) |  |  | 70,826
| Short-term borrowings |  |  | - |  |  | - |  |  | 1,600 |  |  | - |  |  | 1,600
| Long-term debt |  |  | 9,632 |  |  | 1,557 |  |  | 3,391 |  |  | - |  |  | 14,580
| Total interest expense |  |  | 9,632 |  |  | 1,557 |  |  | 76,990 |  |  | (1,173) |  |  | 87,006
Net interest income (expense) |  |  | 194,532 |  |  | (1,460) |  |  | 480,191 |  |  | (202,300) |  |  | 470,963
Provision for credit losses - loan portfolios |  |  | 106 |  |  | - |  |  | 41,719 |  |  | - |  |  | 41,825
Net interest income (expense) after provision for credit losses |  |  | 194,426 |  |  | (1,460) |  |  | 438,472 |  |  | (202,300) |  |  | 429,138
Service charges on deposit accounts |  |  | - |  |  | - |  |  | 38,691 |  |  | - |  |  | 38,691
Other service fees |  |  | 1 |  |  | - |  |  | 64,406 |  |  | (100) |  |  | 64,307
Mortgage banking activities |  |  | - |  |  | - |  |  | 9,926 |  |  | - |  |  | 9,926
Net gain, including impairment on equity securities |  |  | 587 |  |  | - |  |  | 859 |  |  | (13) |  |  | 1,433
Net profit on trading account debt securities |  |  | - |  |  | - |  |  | 260 |  |  | - |  |  | 260
Adjustments (expense) to indemnity reserves on loans sold |  |  | - |  |  | - |  |  | (93) |  |  | - |  |  | (93)
Other operating income (expense) |  |  | 5,169 |  |  | (1,267) |  |  | 18,015 |  |  | (11) |  |  | 21,906
| Total non-interest income (expense) |  |  | 5,757 |  |  | (1,267) |  |  | 132,064 |  |  | (124) |  |  | 136,430
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Personnel costs |  |  | 18,327 |  |  | - |  |  | 124,790 |  |  | - |  |  | 143,117
Net occupancy expenses |  |  | 1,047 |  |  | - |  |  | 22,535 |  |  | (45) |  |  | 23,537
Equipment expenses |  |  | 672 |  |  | 1 |  |  | 19,032 |  |  | - |  |  | 19,705
Other taxes |  |  | 62 |  |  | - |  |  | 11,600 |  |  | - |  |  | 11,662
Professional fees |  |  | 2,689 |  |  | 27 |  |  | 84,850 |  |  | (100) |  |  | 87,466
Communications |  |  | 114 |  |  | - |  |  | 5,735 |  |  | - |  |  | 5,849
Business promotion |  |  | 782 |  |  | - |  |  | 13,892 |  |  | - |  |  | 14,674
FDIC deposit insurance |  |  | - |  |  | - |  |  | 4,806 |  |  | - |  |  | 4,806
Other real estate owned (OREO) expenses |  |  | - |  |  | - |  |  | 2,677 |  |  | - |  |  | 2,677
Other operating expenses |  |  | (21,339) |  |  | 13 |  |  | 53,512 |  |  | (571) |  |  | 31,615
Amortization of intangibles |  |  | 24 |  |  | - |  |  | 2,288 |  |  | - |  |  | 2,312
| Total operating expenses |  |  | 2,378 |  |  | 41 |  |  | 345,717 |  |  | (716) |  |  | 347,420
Income (loss) before income tax and equity in (losses) earnings of subsidiaries |  |  | 197,805 |  |  | (2,768) |  |  | 224,819 |  |  | (201,708) |  |  | 218,148
Income tax (benefit) expense |  |  | - |  |  | (581) |  |  | 50,586 |  |  | 218 |  |  | 50,223
Income (loss) before equity in (losses) earnings of subsidiaries |  |  | 197,805 |  |  | (2,187) |  |  | 174,233 |  |  | (201,926) |  |  | 167,925
Equity in undistributed (losses) earnings of subsidiaries |  |  | (29,880) |  |  | 12,145 |  |  | - |  |  | 17,735 |  |  | -
Net income |  | $ | 167,925 |  | $ | 9,958 |  | $ | 174,233 |  | $ | (184,191) |  | $ | 167,925
Comprehensive income, net of tax |  | $ | 271,920 |  | $ | 28,018 |  | $ | 278,854 |  | $ | (306,872) |  | $ | 271,920
Condensed Consolidating Statement of Cash Flows
|  |  |  |  |  | Quarter ended March 31, 2020
|  |  |  |  |  |  |  |  |  | All other |  |  |  |
|  |  |  |  |  | Popular, Inc. |  | PNA |  | subsidiaries |  | Elimination |  | Popular, Inc.
(In thousands) |  | Holding Co. |  | Holding Co. |  | and eliminations |  | entries |  | Consolidated
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |
Net income (loss) | $ | 34,302 | $ | (44,645) | $ | 41,396 | $ | 3,249 | $ | 34,302
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |  |  |  |  |  |  |  |  |
| Equity in earnings of subsidiaries, net of dividends or distributions |  | 539,294 |  | 43,452 |  | - |  | (582,746) |  | -
| Provision for credit losses |  | 158 |  | - |  | 189,573 |  | - |  | 189,731
| Amortization of intangibles |  | 24 |  | - |  | 2,449 |  | - |  | 2,473
| Depreciation and amortization of premises and equipment |  | 247 |  | - |  | 14,239 |  | - |  | 14,486
| Net accretion of discounts and amortization of premiums and deferred fees |  | 308 |  | 7 |  | (27,584) |  | - |  | (27,269)
| Share-based compensation |  | 4,200 |  | - |  | 1,131 |  | - |  | 5,331
| Fair value adjustments on mortgage servicing rights |  | - |  | - |  | 5,229 |  | - |  | 5,229
| Indemnity reserves on loans sold expense |  | - |  | - |  | 4,793 |  | - |  | 4,793
| Earnings from investments under the equity method, net of dividends or distributions |  | (3,586) |  | - |  | (6,130) |  | - |  | (9,716)
| Deferred income tax benefit |  | - |  | (317) |  | (23,104) |  | 269 |  | (23,152)
| (Gain) loss on: |  |  |  |  |  |  |  |  |  |
|  |  | Disposition of premises and equipment and other productive assets |  | - |  | - |  | (1,369) |  | - |  | (1,369)
|  |  | Proceeds from insurance claims |  | - |  | - |  | (366) |  | - |  | (366)
|  |  | Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities |  | - |  | - |  | (4,944) |  | - |  | (4,944)
|  |  | Sale of foreclosed assets, including write-downs |  | - |  | - |  | (4,850) |  | - |  | (4,850)
| Acquisitions of loans held-for-sale |  | - |  | - |  | (51,163) |  | - |  | (51,163)
| Proceeds from sale of loans held-for-sale |  | - |  | - |  | 12,135 |  | - |  | 12,135
| Net originations on loans held-for-sale |  | - |  | - |  | (58,166) |  | - |  | (58,166)
| Net decrease (increase) in: |  |  |  |  |  |  |  |  |  |
|  |  | Trading debt securities |  | - |  | - |  | 117,276 |  | - |  | 117,276
|  |  | Equity securities |  | (540) |  | - |  | 267 |  | - |  | (273)
|  |  | Accrued income receivable |  | 110 |  | 95 |  | 4,759 |  | (170) |  | 4,794
|  |  | Other assets |  | 2,437 |  | 27 |  | 51,653 |  | 1,527 |  | 55,644
| Net (decrease) increase in: |  |  |  |  |  |  |  |  |  |
|  |  | Interest payable |  | (4,594) |  | (1,550) |  | (3,514) |  | 170 |  | (9,488)
|  |  | Pension and other postretirement benefits obligations |  | - |  | - |  | 3,276 |  | - |  | 3,276
|  |  | Other liabilities |  | (5,974) |  | 1 |  | (57,543) |  | (2,219) |  | (65,735)
Total adjustments |  | 532,084 |  | 41,715 |  | 168,047 |  | (583,169) |  | 158,677
Net cash provided by (used in) operating activities |  | 566,386 |  | (2,930) |  | 209,443 |  | (579,920) |  | 192,979
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |
| Net decrease (increase) in money market investments |  | 10,000 |  | 2,930 |  | (2,679,671) |  | (12,930) |  | (2,679,671)
| Purchases of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Available-for-sale |  | - |  | - |  | (1,550,746) |  | - |  | (1,550,746)
|  |  | Equity |  | - |  | - |  | (15,140) |  | (79) |  | (15,219)
| Proceeds from calls, paydowns, maturities and redemptions of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Available-for-sale |  | - |  | - |  | 3,838,754 |  | - |  | 3,838,754
|  |  | Held-to-maturity |  | - |  | - |  | 2,877 |  | - |  | 2,877
| Proceeds from sale of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Equity |  | - |  | - |  | 12,321 |  | - |  | 12,321
| Net repayments (disbursements) on loans |  | 147 |  | - |  | (192,986) |  | - |  | (192,839)
| Proceeds from sale of loans |  | - |  | - |  | 1,884 |  | - |  | 1,884
| Acquisition of loan portfolios |  | - |  | - |  | (96,153) |  | - |  | (96,153)
| Return of capital from equity method investments |  | - |  | - |  | 131 |  | - |  | 131
| Payments to acquire equity method investments |  | - |  | - |  | (440) |  | - |  | (440)
| Acquisition of premises and equipment |  | (901) |  | - |  | (14,232) |  | - |  | (15,133)
| Proceeds from insurance claims |  | - |  | - |  | 366 |  | - |  | 366
| Proceeds from sale of: |  |  |  |  |  |  |  |  |  |
|  |  | Premises and equipment and other productive assets |  | 12 |  | - |  | 6,647 |  | - |  | 6,659
|  |  | Foreclosed assets |  | - |  | - |  | 19,413 |  | - |  | 19,413
Net cash provided by (used in) investing activities |  | 9,258 |  | 2,930 |  | (666,975) |  | (13,009) |  | (667,796)
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |
| Net increase (decrease) in: |  |  |  |  |  |  |  |  |  |
|  |  | Deposits |  | - |  | - |  | 1,055,023 |  | (7,682) |  | 1,047,341
|  |  | Assets sold under agreements to repurchase |  | - |  | - |  | (14,612) |  | - |  | (14,612)
|  |  | Other short-term borrowings |  | - |  | - |  | 100,000 |  | - |  | 100,000
| Payments of notes payable |  | - |  | - |  | (43,800) |  | - |  | (43,800)
| Principal payments of finance leases |  | - |  | - |  | (538) |  | - |  | (538)
| Proceeds from issuance of common stock |  | 3,969 |  | - |  | - |  | - |  | 3,969
| Payments for repurchase of reedemable preferred stock |  | (28,017) |  | - |  | - |  | - |  | (28,017)
| Dividends paid to parent company |  | - |  | - |  | (580,000) |  | 580,000 |  | -
| Dividends paid |  | (29,726) |  | - |  | - |  | - |  | (29,726)
| Net payments for repurchase of common stock |  | (500,183) |  | - |  | (39) |  | - |  | (500,222)
| Payments related to tax withholding for share-based compensation |  | (1,281) |  | - |  | (1,298) |  | - |  | (2,579)
Net cash (used in) provided by financing activities |  | (555,238) |  | - |  | 514,736 |  | 572,318 |  | 531,816
Net decrease in cash and due from banks, and restricted cash |  | 20,406 |  | - |  | 57,204 |  | (20,611) |  | 56,999
Cash and due from banks, and restricted cash at beginning of period |  | 56,554 |  | - |  | 393,777 |  | (56,008) |  | 394,323
Cash and due from banks, and restricted cash at end of period | $ | 76,960 | $ | - | $ | 450,981 | $ | (76,619) | $ | 451,322
Condensed Consolidating Statement of Cash Flows
|  |  |  |  |  | Quarter ended March 31, 2019
|  |  |  |  |  |  |  |  |  | All other |  |  |  |
|  |  |  |  |  | Popular, Inc. |  | PNA |  | subsidiaries |  | Elimination |  | Popular, Inc.
(In thousands) |  | Holding Co. |  | Holding Co. |  | and eliminations |  | entries |  | Consolidated
Cash flows from operating activities: |  |  |  |  |  |  |  |  |  |
Net income | $ | 167,925 | $ | 9,958 | $ | 174,233 | $ | (184,191) | $ | 167,925
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |  |  |  |  |  |  |  |  |
| Equity in earnings of subsidiaries, net of dividends or distributions |  | 29,880 |  | (12,145) |  | - |  | (17,735) |  | -
| Provision for loan losses |  | 106 |  | - |  | 41,719 |  | - |  | 41,825
| Amortization of intangibles |  | 24 |  | - |  | 2,288 |  | - |  | 2,312
| Depreciation and amortization of premises and equipment |  | 188 |  | - |  | 14,107 |  | - |  | 14,295
| Net accretion of discounts and amortization of premiums and deferred fees |  | 316 |  | 7 |  | (39,136) |  | - |  | (38,813)
| Share-based compensation |  | 5,369 |  | - |  | 1,561 |  | - |  | 6,930
| Fair value adjustments on mortgage servicing rights |  | - |  | - |  | 3,825 |  | - |  | 3,825
| Adjustments to indemnity reserves on loans sold |  | - |  | - |  | 93 |  | - |  | 93
| Earnings from investments under the equity method, net of dividends or distributions |  | (4,587) |  | 1,267 |  | (5,707) |  | - |  | (9,027)
| Deferred income tax (benefit) expense |  | - |  | (581) |  | 46,159 |  | 218 |  | 45,796
| Loss (gain) on: |  |  |  |  |  |  |  |  |  |
|  |  | Disposition of premises and equipment and other productive assets |  | 40 |  | - |  | (2,305) |  | - |  | (2,265)
|  |  | Sale of loans, including valuation adjustments on loans held for sale and mortgage banking activities |  | - |  | - |  | (4,058) |  | - |  | (4,058)
|  |  | Sale of foreclosed assets, including write-downs |  | - |  | - |  | (3,772) |  | - |  | (3,772)
| Acquisitions of loans held-for-sale |  | - |  | - |  | (44,748) |  | - |  | (44,748)
| Proceeds from sale of loans held-for-sale |  | - |  | - |  | 13,802 |  | - |  | 13,802
| Net originations on loans held-for-sale |  | - |  | - |  | (53,231) |  | - |  | (53,231)
| Net decrease (increase) in: |  |  |  |  |  |  |  |  |  |
|  |  | Trading debt securities |  | - |  | - |  | 105,838 |  | - |  | 105,838
|  |  | Equity securities |  | (2,374) |  | - |  | (1,988) |  | - |  | (4,362)
|  |  | Accrued income receivable |  | (99) |  | 97 |  | 3,326 |  | (100) |  | 3,224
|  |  | Other assets |  | (1,337) |  | 26 |  | 24,028 |  | 5,992 |  | 28,709
| Net (decrease) increase in: |  |  |  |  |  |  |  |  |  |
|  |  | Interest payable |  | (4,594) |  | (1,551) |  | (870) |  | 100 |  | (6,915)
|  |  | Pension and other postretirement benefits obligations |  | - |  | - |  | 5,297 |  | - |  | 5,297
|  |  | Other liabilities |  | (9,019) |  | (98) |  | (84,870) |  | (6,598) |  | (100,585)
Total adjustments |  | 13,913 |  | (12,978) |  | 21,358 |  | (18,123) |  | 4,170
Net cash provided by (used in) operating activities |  | 181,838 |  | (3,020) |  | 195,591 |  | (202,314) |  | 172,095
Cash flows from investing activities: |  |  |  |  |  |  |  |  |  |
| Net decrease (increase) in money market investments |  | 45,000 |  | 3,020 |  | (643,117) |  | (48,020) |  | (643,117)
| Purchases of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Available-for-sale |  | - |  | - |  | (3,123,508) |  | - |  | (3,123,508)
|  |  | Equity |  | - |  | - |  | (1,297) |  | 58 |  | (1,239)
| Proceeds from calls, paydowns, maturities and redemptions of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Available-for-sale |  | - |  | - |  | 3,006,779 |  | - |  | 3,006,779
|  |  | Held-to-maturity |  | - |  | - |  | 2,587 |  | - |  | 2,587
| Proceeds from sale of investment securities: |  |  |  |  |  |  |  |  |  |
|  |  | Equity |  | - |  | - |  | 2,679 |  | - |  | 2,679
| Net repayments (disbursements) on loans |  | 252 |  | - |  | (79,221) |  | - |  | (78,969)
| Proceeds from sale of loans |  | - |  | - |  | 7,806 |  | - |  | 7,806
| Acquisition of loan portfolios |  | - |  | - |  | (129,875) |  | - |  | (129,875)
| Return of capital from equity method investments |  | - |  | - |  | 1,371 |  | - |  | 1,371
| Acquisition of premises and equipment |  | (231) |  | - |  | (19,207) |  | - |  | (19,438)
| Proceeds from sale of: |  |  |  |  |  |  |  |  |  |
|  |  | Premises and equipment and other productive assets |  | 3 |  | - |  | 5,972 |  | - |  | 5,975
|  |  | Foreclosed assets |  | - |  | - |  | 26,119 |  | - |  | 26,119
Net cash provided by (used in) investing activities |  | 45,024 |  | 3,020 |  | (942,912) |  | (47,962) |  | (942,830)
Cash flows from financing activities: |  |  |  |  |  |  |  |  |  |
| Net increase (decrease) in: |  |  |  |  |  |  |  |  |  |
|  |  | Deposits |  | - |  | - |  | 1,073,526 |  | 96,180 |  | 1,169,706
|  |  | Assets sold under agreements to repurchase |  | - |  | - |  | (80,659) |  | - |  | (80,659)
|  |  | Other short-term borrowings |  | - |  | - |  | 1 |  | - |  | 1
| Payments of notes payable |  | - |  | - |  | (59,526) |  | - |  | (59,526)
| Principal payments of finance leases |  | - |  | - |  | (439) |  | - |  | (439)
| Proceeds from issuance of common stock |  | 3,981 |  | - |  | (1,005) |  | - |  | 2,976
| Dividends paid to parent company |  | - |  | - |  | (202,300) |  | 202,300 |  | -
| Dividends paid |  | (25,713) |  | - |  | - |  | - |  | (25,713)
| Net payments for repurchase of common stock |  | (250,271) |  | - |  | 2 |  | (45) |  | (250,314)
| Payments related to tax withholding for share-based compensation |  | (2,805) |  | - |  | - |  | - |  | (2,805)
Net cash (used in) provided by financing activities |  | (274,808) |  | - |  | 729,600 |  | 298,435 |  | 753,227
Net decrease in cash and due from banks, and restricted cash |  | (47,946) |  | - |  | (17,721) |  | 48,159 |  | (17,508)
Cash and due from banks, and restricted cash at beginning of period |  | 68,278 |  | - |  | 402,995 |  | (68,022) |  | 403,251
Cash and due from banks, and restricted cash at end of period | $ | 20,332 | $ | - | $ | 385,274 | $ | (19,863) | $ | 385,743

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