POPULAR, INC. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

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8-K - POPULAR, INC. 8-K - POPULAR, INC.	a50734476.htm

Exhibit 99.1

Popular, Inc. Announces Third Quarter Financial Results

Reports net income of $229.1 million for the quarter ended September 30, 2013; Net interest margin of 4.49% in Q3 2013, vs. 4.46% in Q2 2013
- Sale of EVERTEC shares in connection with their secondary public offering, resulted in an after-tax gain of $167.8 million for Popular
- Adjusted net income of $61.3 million, excluding the effect of the EVERTEC secondary public offering
Continued progress in credit quality (excluding covered loans):
- Non-performing assets declined by $28.3 million, or 3.6%, quarter over quarter;
- Inflows of non-performing loans held-in-portfolio, excluding consumer loans, for Q3 2013 declined by $24.1 million, or 12.9%, from Q2 2013, down 83% from peak in Q2 2009;
- Net charge-offs decreased by $21.3 million, or 26.9%, from Q2 2013; NCO ratio decreased to 1.08% from 1.47% in Q2 2013, lowest level since Q3 2007.

Common Equity Tier 1 ratio of 14.2% and Tangible Book Value per Share of $35.32 at September 30, 2013; capital exceeds well-capitalized threshold by $2.1 billion

SAN JUAN, Puerto Rico--(BUSINESS WIRE)--October 23, 2013--Popular, Inc. (the “Corporation” or “Popular”) (NASDAQ:BPOP) reported net income of $229.1 million for the quarter ended September 30, 2013, compared to net income of $327.5 million for the quarter ended June 30, 2013.

Mr. Richard L. Carrión, Chairman of the Board and Chief Executive Officer, said: “We continue to generate strong revenues from our core businesses with a net interest margin and capital levels above peer averages. Credit metrics continue to improve, reaching new lows despite the sluggish environment on the island. As a result of our strong capital position, improved asset quality and solid financial performance, I am pleased to mention that we have filed an application to repay TARP. While we are hopeful our application will be approved, we cannot speculate on the timing or the conditionality, if any, of an approval.”


Earnings Highlights
(Unaudited)
	Quarters ended						Nine months ended
(Dollars in thousands, except per share information)	30-Sep-13		30-Jun-13		30-Sep-12		30-Sep-13		30-Sep-12
Net interest income	$ 354,206		$ 355,719		$ 344,439		$ 1,056,238		$ 1,025,216
Provision for loan losses – non-covered loans	55,230		223,908		83,589		485,438		247,846
Provision for loan losses – covered loans [1]	17,433		25,500		22,619		60,489		78,284
Net interest income after provision for loan losses	281,543		106,311		238,231		510,311		699,086
FDIC loss share expense	(14,866	)	(3,755	)	(6,707	)	(44,887	)	(19,387	)
Other non-interest income [2]	306,825		297,118		138,081		664,266		400,119
Operating expenses [2]	326,599		309,586		307,033		969,883		964,800
Income before income tax	246,903		90,088		62,572		159,807		115,018
Income tax expense (benefit)	17,768		(237,380	)	15,384		(276,489	)	(46,317	)
Net income	$ 229,135		$ 327,468		$ 47,188		$ 436,296		$ 161,335
Net income applicable to common stock	$ 228,204		$ 326,537		$ 46,257		$ 433,504		$ 158,543
Net income per common share - basic	$ 2.22		$ 3.18		$ 0.45		$ 4.22		$ 1.55
Net income per common share - diluted	$ 2.22		$ 3.17		$ 0.45		$ 4.21		$ 1.55

[1] Covered loans represent loans acquired in the Westernbank FDIC-assisted transaction that are covered under FDIC loss sharing agreements.
[2] During the second quarter of 2013, the Corporation discontinued the elimination of its proportionate ownership share of intercompany transactions with EVERTEC from their respective revenue and expense categories to reflect them as an equity pick-up adjustment in Other Operating Income. This results in a gross up of operating expenses with a corresponding increase in other operating income. The results of operations for all periods presented have been adjusted to reflect this change.

Recent significant events

On September 18, 2013, EVERTEC, Inc. (“EVERTEC”) completed a secondary public offering (“SPO”) of 20.0 million shares of common stock to the public at $22.50 per share. Apollo Global Management LLC (“Apollo”) sold 10,808,759 shares and Popular sold 9,057,000 shares of EVERTEC, retaining respective stakes after the sale of 14.9% and 21.3%.

As a result of this transaction, Popular recognized an after-tax gain of approximately $167.8 million during the third quarter of 2013 and received proceeds of approximately $197 million. As of September 30, 2013, Popular’s investment in EVERTEC had a remaining book value of $42.4 million.

The following tables reflect the results of operations for the third and second quarters of 2013, with adjustments to exclude the impact of certain significant events. Adjustments for the third quarter of 2013 include the effect of the gain related to EVERTEC’s SPO. Adjustments for the second quarter of 2013 include: 1) the effect of the bulk sales of NPLs during the second quarter 2) the effect of the gain recorded related to EVERTEC’s IPO during the second quarter, 3) the impact of the Puerto Rico Tax Reform enacted during the second quarter which resulted in an additional expense for gross receipts tax and a net benefit from the increase in the deferred tax asset, offset by an increase in the current tax expense, as the corporate tax rate was changed from 30% to 39% and 4) the adjustment in the tax rate on distributions from EVERTEC from 15% to 4% and an adjustment to the deferred tax liability related to the covered loan portfolio.


	Quarter ended
(Unaudited)	30-Sep-13
(In thousands)	Actual Results (US GAAP)			Impact of EVERTEC's SPO		Adjusted Results (Non-GAAP)
Net interest income	$	354,206		$	-	$	354,206
Provision for loan losses – non-covered loans		55,230			-		55,230
Provision for loan losses – covered loans [1]		17,433			-		17,433
Net interest income after provision for loan losses		281,543			-		281,543
Service charges on deposit accounts and other service fees		101,680			-		101,680
Mortgage banking activities		18,896			-		18,896
Net gain (loss) and valuation adjustments on investment securities		-			-		-
Trading account loss		(6,607	)		-		(6,607	)
Net gain on sale of loans, including valuation adjustments on loans held-for-sale		3,454			-		3,454
Adjustments (expense) to indemnity reserves on loans sold		(2,387	)		-		(2,387	)
FDIC loss share expense		(14,866	)		-		(14,866	)
Other non-interest income		191,789			175,867		15,922
Total non-interest income		291,959			175,867		116,092
Other taxes		17,749			-		17,749
Professional fees		72,039			250		71,789
OREO expense		17,175			-		17,175
Other operating expenses		219,636			-		219,636
Total operating expenses		326,599			250		326,349
Income before income tax		246,903			175,617		71,286
Income tax expense		17,768			7,789		9,979
Net income	$	229,135		$	167,828	$	61,307
[1] Covered loans represent loans acquired in the Westernbank FDIC-assisted transaction that are covered under FDIC loss sharing agreements.


	Quarter ended
(Unaudited)	30-Jun-13
(In thousands)	Actual Results (US GAAP)			Impact of Sale of NPLs			Impact of EVERTEC's IPO		Income Tax Adjustment [2] [3]			Adjusted Results (Non-GAAP)
Net interest income	$	355,719		$	-		$	1,502	$	-		$	354,217
Provision for loan losses – non-covered loans		223,908			169,248			-		-			54,660
Provision for loan losses – covered loans [1]		25,500			-			-		-			25,500
Net interest income after provision for loan losses		106,311			(169,248	)		1,502		-			274,057
Service charges on deposit accounts and other service fees		102,819			-			-		-			102,819
Mortgage banking activities		18,085			-			-		-			18,085
Net gain and valuation adjustments on investment securities		5,856			-			5,856		-			-
Trading account loss		(4,345	)		-			-		-			(4,345	)
Net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale		4,733			(3,865	)		-		-			8,598
Adjustments (expense) to indemnity reserves on loans sold		(11,632	)		(3,047	)		-		-			(8,585	)
FDIC loss share expense		(3,755	)		-			-		-			(3,755	)
Other non-interest income		181,602			-			162,091		-			19,511
Total non-interest income		293,363			(6,912	)		167,947		-			132,328
Other taxes		15,288			-			-		1,656			13,632
Professional fees		69,964			-			856		-			69,108
OREO expense		5,762			-			-		-			5,762
Other operating expenses		218,572			-			-		-			218,572
Total operating expenses		309,586			-			856		1,656			307,074
Income (loss) before income tax		90,088			(176,160	)		168,593		(1,656	)		99,311
Income tax (benefit) expense		(237,380	)		(68,987	)		11,988		(211,588	)		31,207
Net income (loss)	$	327,468		$	(107,173	)	$	156,605	$	209,932		$	68,104
[1] Covered loans represent loans acquired in the Westernbank FDIC-assisted transaction that are covered under FDIC loss sharing agreements.
[2] Represents the impact of the gross receipt tax corresponding to the first quarter 2013, recorded during the second quarter after enactment.
[3] Represents the net benefit of $215.6 million for the increase on the net deferred tax asset from the change of the corporate tax rate from 30% to 39%, $7.9 million resulting from the adjustment in tax rate for distributions from EVERTEC from 15% to 4%, offset by an adjustment of $11.9 million on the deferred tax liability related to the covered loans portfolio.


	Quarters ended
(Unaudited)	Adjusted Results Non-GAAP
(In thousands)	30-Sep-13			30-Jun-13			Variance
Net interest income	$	354,206		$	354,217		$	(11	)
Provision for loan losses – non-covered loans		55,230			54,660			570
Provision for loan losses – covered loans [1]		17,433			25,500			(8,067	)
Net interest income after provision for loan losses		281,543			274,057			7,486
Service charges on deposit accounts and other service fees		101,680			102,819			(1,139	)
Mortgage banking activities		18,896			18,085			811
Net gain and valuation adjustments on investment securities		-			-			-
Trading account loss		(6,607	)		(4,345	)		(2,262	)
Net gain on sale of loans, including valuation adjustments on loans held-for-sale		3,454			8,598			(5,144	)
Adjustments (expense) to indemnity reserves on loans sold		(2,387	)		(8,585	)		6,198
FDIC loss share expense		(14,866	)		(3,755	)		(11,111	)
Other non-interest income		15,922			19,511			(3,589	)
Total non-interest income		116,092			132,328			(16,236	)
Other taxes		17,749			13,632			4,117
Professional fees		71,789			69,108			2,681
OREO expense		17,175			5,762			11,413
Other operating expenses		219,636			218,572			1,064
Total operating expenses		326,349			307,074			19,275
Income before income tax		71,286			99,311			(28,025	)
Income tax expense		9,979			31,207			(21,228	)
Net income	$	61,307		$	68,104		$	(6,797	)
[1] Covered loans represent loans acquired in the Westernbank FDIC-assisted transaction that are covered under FDIC loss sharing agreements.

Net interest income

Net interest margin for the third quarter of 2013 increased three basis points to 4.49% when compared with the second quarter of 2013. Net interest income for the quarter was $354.2 million, decreasing slightly by $1.5 million from the previous quarter. During the third quarter the Corporation reversed interest income of approximately $5.9 million related to a portion of a portfolio of reverse mortgages at BPPR for which interest had been accrued in excess of the amount insured by FHA. Excluding the impact of this adjustment, the net interest margin would have been 4.56%. The main drivers of the increase in the adjusted net interest margin are:

An increase in the interest income from commercial loans of $3.2 million, or four basis points, due to higher yields mainly driven by the partial prepayment of one large commercial relationship at BPNA, as well as higher volume of originations at higher yields during the quarter at BPPR.

Interest from covered loans increased by $1.5 million, or fifty three basis points, due to an increase in yield to 9.13% upon Q3 recasting mainly as a result of higher expected cash flows which are reflected in the accretable yield and recognized over the life of the loans, partially offset by lower levels as the portfolio continues to run-off.
Interest expense on deposits decreased by $4.0 million, or seven basis points, due mainly to the lower cost of certificates of deposits and money market accounts and lower levels of brokered and non-brokered certificates of deposits.

These positive variances were partially offset by:

A decrease of $2.7 million, or twelve basis points, on money market, trading and investment securities due to lower average volumes and reinvestments in a lower interest rate scenario.
A decrease of $3.6 million in mortgage interest income, excluding the reversal of $5.9 million related to reverse mortgages, due to lower origination and purchase activity in the quarter at BPPR.

BPPR’s net interest margin remained flat from the previous quarter at 5.26%. Net interest income amounted to $309.9 million for the quarter ended September 30, 2013, compared with $314.7 million for the previous quarter. Excluding the reversal of $5.9 million of interest from reverse mortgages, the net interest margin would have been 5.36%, or ten basis points higher than the previous quarter driven by the impact of the sale of non-performing assets during the second quarter. The net interest income, excluding the adjustment mentioned above, would have been $315.8 million, remaining relatively flat to the previous quarter. BPPR reflected lower income from investment securities due to reinvestments at lower interest rates and lower volumes, lower income from mortgage loans mostly due to lower volumes, offset by higher income from commercial loans and from covered loans and lower cost of deposits.
BPNA earned $73.2 million in net interest income for the quarter ended September 30, 2013, compared with $67.8 million in the previous quarter. The increase in the net interest margin of twenty three basis points to 3.66% was mainly related to higher income from commercial loans due to the partial prepayment of one large relationship and collections from loans in non-accrual status, higher levels of mortgage loans and lower cost of interest bearing deposits.

Non-interest income

Non-interest income decreased by $1.4 million compared with the second quarter of 2013. Excluding the impact of the previously outlined significant events, non-interest income decreased by $16.2 million compared with the second quarter of 2013, driven primarily by the following items:

An increase of $11.1 million in FDIC loss-share expense mainly due to lower mirror accounting on credit impairment losses, higher recoveries on covered assets, including rental income, on OREOs of $5.6 million, 80% of which are reimbursed to the FDIC and the impact of fair value adjustments in the true-up payment obligation, offset by higher mirror accounting on reimbursable expenses. See additional details about covered portfolio and FDIC indemnity asset in Table O.
Higher trading account loss by $2.3 million mainly at BPPR segment due to higher losses on Puerto Rico government obligations and closed-end funds by $6.4 million, offset by the net impact of activities on the trading mortgage backed securities portfolio.
Lower net gain on sale of loans, including valuation adjustments on loans held-for-sale, of $5.1 million is mostly due to lower gains on sale of loans at BPPR and BPNA segments, related to workout activity and sales of non-performing loans.
Lower other operating income of $3.6 million is mainly due to lower net earnings on the portfolio of investments under the equity method and lower fees related to a consulting agreement with EVERTEC which was terminated during the second quarter.

These decreases were partially offset by:

Lower adjustments (expenses) to indemnity reserves on loans sold by $6.2 million mainly due to reserves release at BPNA and BPPR segments resulting from the portfolio amortization and revisions to the loss assumptions in the reserve models.

Refer to table B for further details.


Financial Impact of FDIC-Assisted Transaction

(Unaudited)	Quarters ended
(In thousands)	30-Sep-13			30-Jun-13			30-Sep-12

Income Statement
Interest income on covered loans	$	71,631		$	70,136		$	70,584
Total FDIC loss share (expense) income		(14,866	)		(3,755	)		(6,707	)
Other non-interest income		109			242			310
Provision for loan losses		17,433			25,500			22,619
Total revenues less provision for loan losses	$	39,441		$	41,123		$	41,568

Balance Sheet
Loans covered under loss-sharing agreements with FDIC	$	3,076,009		$	3,199,998		$	3,903,867
FDIC loss share asset		1,324,711			1,379,342			1,559,057
FDIC true-up payment obligation		124,092			118,770			103,189

See additional details on accounting for FDIC-Assisted transaction in Table O.

Operating expenses

Operating expenses increased by $17.0 million when compared with the second quarter of 2013. Excluding the impact of the significant events previously outlined, operating expenses increased by $19.3 million versus the second quarter of 2013, driven primarily by:

Higher personnel cost by $2.2 million mostly at BPPR due to higher salaries, health and life insurance expenses and lower deferred salaries due to lower mortgage loan origination volumes at BPPR.
Higher other taxes by $4.1 million principally as a result of the gross receipts tax enacted earlier in the year in Puerto Rico, imposed as one percent of gross revenues, as defined, with a corresponding income tax credit of one half percent. During the third quarter the Corporation reclassified the year to date income tax credit from the operating expenses line to income taxes.
Higher professional services by $2.7 million due to legal fees at BPPR and higher consulting service fees at the Corporate segment related to regulatory compliance matters.
Higher loss on early extinguishment of debt of $3.4 million as a result of an early cancellation of $233.2 million in senior notes during the third quarter.
Higher other real estate owned (OREO) expenses by $11.4 million due mainly to higher fair value adjustments of $8.5 million related to commercial and construction OREO, consisting primarily of covered assets which are subject to 80% reimbursement from the FDIC, and lower net gains on sale of mortgage properties at BPPR.

These increases were partially offset by:

A decrease in FDIC deposit insurance expenses by $3.4 million, driven by the reduced volume of higher risk assets as a result of the sale of non-performing loans during the second quarter.

Non-personnel credit-related costs, which include collections, appraisals, credit related fees, and OREO expenses, amounted to $25.2 million for the third quarter of 2013, compared with $14.6 million for the second quarter of 2013. The increase was principally due to the increase in covered OREO expenses mentioned above, partially offset by a decrease in appraisals and collection costs by $0.8 million.

Full-time equivalent employees (“FTEs”) were 8,094 as of September 30, 2013, compared with 8,117 as of June 30, 2013, and 8,074 as of September 30, 2012. The decrease of 23 FTEs from the second quarter of 2013 is mainly related to the operations of Tranred Venezuela which were sold during this quarter.

For a breakdown of operating expenses by category refer to table B.

Income taxes

Excluding the effect of the sale of EVERTEC shares discussed above, the income tax expense amounted to approximately $10.0 million compared to $31.2 million for the second quarter. During the third quarter, the Corporation recorded a favorable adjustment of approximately $7.7 million in connection with filing its tax returns for the year 2012 during the quarter, mainly related to the distributions received from EVERTEC. The Corporation reclassified $3.3 million of income tax credit related to the gross receipt tax enacted earlier in the year from the operating expenses line to income taxes. Also, the Corporation reversed approximately $7.7 million for uncertain tax positions due to the expiration of the statute of limitations in the Puerto Rico operations. Excluding these adjustments, the income tax expense would have been $28.7 million, for an effective tax rate of approximately 40%.

Credit Quality

The following table presents non-performing assets information:


Non-Performing Assets
(Unaudited)
(In thousands)	30-Sep-13			30-Jun-13			30-Sep-12
Total non-performing loans held-in-portfolio, excluding covered loans	$	617,573		$	613,867		$	1,550,500
Non-performing loans held-for-sale		2,099			10,697			108,886
Other real estate owned (“OREO”), excluding covered OREO		135,502			158,920			252,024
Total non-performing assets, excluding covered assets		755,174			783,484			1,911,410
Covered loans and OREO		188,353			208,993			208,235
Total non-performing assets	$	943,527		$	992,477		$	2,119,645
Net charge-offs for the quarter (excluding covered loans)^[1]	$	57,892		$	79,145		$	95,791
[1] Excludes write-downs of $199,502 of loans sold during the quarter ended June 30, 2013.

Ratios (excluding covered loans):
Non-performing loans held-in-portfolio to loans held-in-portfolio		2.88	%		2.85	%		7.47	%
Allowance for loan losses to loans held-in-portfolio		2.46			2.46			3.07
Allowance for loan losses to non-performing loans, excluding loans held-for-sale		85.19			86.14			41.04


Provision for Loan Losses

(Unaudited)	Quarters ended
(In thousands)	30-Sep-13		30-Jun-13			30-Sep-12
Provision (reversal) for loan losses - non-covered loans:
BPPR	$	50,475	$	230,464		$	69,738
BPNA		4,755		(6,556	)		13,851
Total provision for loan losses - non-covered loans		55,230		223,908			83,589
Provision for loan losses - covered loans		17,433		25,500			22,619
Total provision for loan losses	$	72,663	$	249,408		$	106,208

While continuing to operate in a challenging economic environment, overall asset quality continued to improve during the third quarter of 2013, as non-performing assets and net charge-offs were at their lowest in over five years. This steady progress is reflective of the Corporation’s efforts to reduce its high risk assets and improve the risk profile of its portfolios. The following presents credit quality performance for the third quarter of 2013 for the Corporation’s non-covered portfolio.

Non-performing assets decreased by $28.3 million, or 3.6%, from the second quarter of 2013, primarily driven by OREO reductions of $23.4 million, or 14.7%, mainly in the BPPR segment, reflective of continued disposition of properties.
Non-performing loans held-in-portfolio increased slightly by $3.7 million from the previous quarter, mainly due to mortgage loans at BPPR due to the lower starting balance of the mortgage NPLs resulting from the bulk sale completed in the second quarter leading to reduced levels of outflows, partly offset by improvements in all BPNA segment portfolios and in the construction portfolio of the BPPR segment. NPLs have decreased 74% from its peak in the third quarter of 2010, primarily driven by NPA sales, distressed assets resolution, and lower inflows to NPLs.
Inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by $24.1 million, or 12.9%, from the previous quarter, principally led by improvements in the commercial and residential mortgage NPL inflows in the BPPR segment. NPL inflows are down 83% from $943 million peak in the second quarter of 2009.
Net charge-offs for the third quarter amounted to $57.9 million, or 1.08% on an annualized basis, of average non-covered loans held-in portfolio, compared to $79.1 million, or 1.47% of average loans held-in-portfolio in the second quarter 2013, the lowest level since the third quarter of 2007, mainly driven by the commercial portfolios in both, BPPR and BPNA segments. Refer to Table J for further information on net charge-offs and related ratios.
The allowance for loan losses decreased by $2.7 million from the second quarter of 2013, mainly driven by overall improvements in the BPNA segment. The general and specific reserves related to non-covered loans totaled $418.0 million and $108.1 million, respectively, at quarter-end, compared with $422.7 million and $106.1 million, respectively, as of June 30, 2013. The ratio of the allowance for loan losses to loans held-in-portfolio stood at 2.46% in the third quarter of 2013, unchanged from the previous quarter.
The ratio of allowance for loan losses to non-performing loans held-in-portfolio remained stable at 85.2% from the previous quarter.
The provision for loan losses for the third quarter of 2013 amounted to $55.2 million, decreasing by $168.7 million versus the previous quarter. The second quarter included an incremental provision of $169.2 million related to the sale of non-performing residential mortgage loans. Excluding the impact of the sale, the provision for the third quarter remained relatively flat from the second quarter.

BPPR Segment

Total NPLs held-in-portfolio increased by $21.8 million, or 5.2%, from the second quarter of 2013, largely driven by higher residential mortgage NPLs of $33.1 million, in part offset by a decrease of $16.0 million in construction NPLs. Although mortgage NPL inflows have decreased, the net increase from the previous quarter stems from the lower starting balance of the mortgage NPLs resulting from the bulk sale completed in the second quarter leading to reduced levels of outflows. Mortgage NPLs had fallen to their lowest levels in the credit cycle as a result of the bulk sale. Construction NPLs decrease is due to the resolution of a significant borrower.
Inflows of NPLs held-in-portfolio, excluding consumer loans, decreased by $22.3 million, or 14.1%, from the second quarter of 2013, reflecting improvements in the commercial and mortgage inflows of $19.5 million and $4.8 million, respectively.
Net charge-offs decreased by $16.7 million, or 27.2%, from the second quarter of 2013 driven by improvements in commercial net charge-offs of $13.8 million. The ratio of net charge-offs to average loans held-in-portfolio fell to 1.15% on an annualized basis, from 1.55% in the previous quarter.
The allowance for loan losses increased by $5.8 million from the second quarter of 2013. The increase in the ALLL was mostly influenced by environmental factors in the allowance methodology considering economic conditions in Puerto Rico, despite improvements in the portfolio’s credit quality trends. The allowance for loan losses as a percentage of loans held-in-portfolio increased to 2.55% from 2.51% in the second quarter of 2013.
The ratio of allowance for loan losses to non-performing loans held-in-portfolio remained relatively stable at 90.5%, compared to 93.8% in the previous quarter.
The provision for loan losses for the third quarter of 2013 amounted to $50.5 million, decreasing by $180.0 million from the previous quarter. Excluding the impact of the sale, the provision for the third quarter decreased by $10.8 million, mainly due to lower commercial loan net charge-offs.

BPNA Segment

Total non-performing loans held-in-portfolio decreased by $18.1 million, or 9.3%, from the second quarter of 2013, reflecting improved credit performance and loan resolutions. Total inflows of non-performing loans held-in-portfolio, excluding consumer loans, decreased slightly by $1.8 million, or 6.3%, from the second quarter of 2013.
Net charge-offs decreased by $4.5 million, or 25.5%, from the second quarter of 2013. The ratio of net charge-offs to average loans held-in-portfolio was 0.91% on an annualized basis, compared to 1.24% in the previous quarter.
The allowance for loan losses as a percentage of loans held-in-portfolio decreased to 2.20% from 2.32% in the second quarter of 2013. The decline in the allowance for loan losses reflects the sustained improvement in the overall quality of the loan portfolios.
The provision for loan losses in the third quarter of 2013 increased by $11.3 million due to the negative provision of $6.6 million in the previous quarter. The provision for the second quarter of 2013 was impacted by a reserve release associated with the enhancements to the allowance for loan losses methodology.


Financial Condition Highlights

(Unaudited)
(In thousands)	30-Sep-13		30-Jun-13		30-Sep-12
Total loans held-in-portfolio (net)	$	23,860,264	$	24,086,438	$	23,896,548
Total assets		36,052,116		36,684,594		36,503,366
Deposits		26,395,054		26,759,428		26,319,499
Borrowings		4,164,104		4,694,671		5,017,141
Total liabilities		31,658,231		32,489,558		32,434,382
Stockholders’ equity		4,393,885		4,195,036		4,068,984

Total assets decreased by approximately $632.5 million from June 30, 2013 driven by:

A $94.5 million decrease in non-covered loans held-in-portfolio mainly due to the early repayment of one large commercial relationship for approximately $74.3 million coupled with a decrease in mortgage loan purchase and origination activity in BPPR.
Non-covered loans held-for sale decreased by $66.3 million due mainly to decreased originations of mortgage loans for sale in the secondary market in BPPR.
The covered loan portfolio balance decreased by approximately $124.0 million due to the continuation of loan resolutions and the normal portfolio run-off.
Other assets decreased by $131.9 million due mainly to $74.6 million in accounts receivable for unsettled trade transactions.

Total liabilities decreased by $831.3 million from June 30, 2013, driven by:

A decrease of $364.4 million in deposits, primarily due to demand deposits, brokered and non-brokered certificates of deposits, offset by an increase in savings accounts. Refer to Table G for details of deposit accounts.
A decrease in notes payable and other short-term borrowings of $651.1 million, mainly due to a decrease in advances from the Federal Home Loan Bank of NY and a prepayment of $233.2 million in senior notes.

These decreases were partially offset by:

An increase in repurchase agreements of $120.5 million, part of the Corporation’s normal funding activities.
An increase of $63.6 million in other liabilities mainly due to unsettled purchases of trading securities.

Stockholders’ equity increased by $198.8 million from June 30, 2013, mainly as a result of the net income for the quarter of $229.1 million, offset by a change of $29.5 million from net unrealized gains to net unrealized losses on investment securities available-for-sale. Refer to Table A for capital ratios.

Refer to Table C for the Statements of Financial Condition.

Forward-Looking Statements

The information included in this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors that might cause such a difference include, but are not limited to (i) the rate of growth in the economy and employment levels, as well as general business and economic conditions; (ii) changes in interest rates, as well as the magnitude of such changes; (iii) the fiscal and monetary policies of the federal government and its agencies; (iv) changes in federal bank regulatory and supervisory policies, including required levels of capital and the impact of proposed capital standards on our capital ratios; (v) the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on our businesses, business practices and cost of operations; (vi) regulatory approvals that may be necessary to undertake certain actions or consummate strategic transactions such as acquisitions and dispositions; (vii) 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; (viii) the performance of the stock and bond markets; (ix) competition in the financial services industry; (x) additional Federal Deposit Insurance Corporation assessments; and (xi) possible legislative, tax or regulatory changes. For a discussion of such factors and certain risks and uncertainties to which the Corporation is subject, see the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, as well as its filings with the U.S. Securities and Exchange Commission. Other than to the extent required by applicable law, including the requirements of applicable securities laws, the Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks 36th by assets among U.S. banks. In the United States, Popular has established a community-banking franchise, doing business as Popular Community Bank, providing a broad range of financial services and products with branches in New York, New Jersey, Illinois, Florida and California.

An electronic version of this press release can be found at the Corporation’s website: www.popular.com.

Popular will hold a conference call to discuss the financial results today Wednesday, October 23, 2013 at 10:00 a.m. Eastern time. The call will be broadcast live over the Internet and can be accessed through the investor relations section of the Corporation’s website: www.popular.com.

Listeners are recommended to go to the website at least 15 minutes prior to the call to download and install any necessary audio software. The call may also be accessed through a dial-in telephone number 877-515-3183 or 857-244-7326. The conference code is 27118445.

A replay of the webcast will be archived in Popular’s website. A telephone replay will be available from 12:00 p.m. on Wednesday, October 23, 2013 to 11:59 p.m. on Wednesday, October 30, 2013, at 888-286-8010 or 617-801-6888. The replay passcode is 60477997.

Popular, Inc.

Financial Supplement to Third Quarter 2013 Earnings Release

Table A - Selected Ratios and Other Information

Table B - Consolidated Statement of Operations

Table C - Consolidated Statement of Financial Condition

Table D - Consolidated Average Balances and Yield / Rate Analysis - QUARTER

Table E - Consolidated Average Balances and Yield / Rate Analysis - YEAR-TO-DATE

Table F - Mortgage Banking Activities and Other Service Fees

Table G - Loans and Deposits

Table H - Non-Performing Assets

Table I - Activity in Non-Performing Loans

Table J - Allowance for Credit Losses, Net Charge-offs and Related Ratios

Table K - Allowance for Loan Losses - Breakdown of General and Specific Reserves - CONSOLIDATED

Table L - Allowance for Loan Losses - Breakdown of General and Specific Reserves - PUERTO RICO OPERATIONS

Table M - Allowance for Loan Losses - Breakdown of General and Specific Reserves - U.S. MAINLAND OPERATIONS

Table N - Reconciliation to GAAP Financial Measures

Table O - Financial Information - Westernbank Covered Loans


POPULAR, INC.
Financial Supplement to Third Quarter 2013 Earnings Release
Table A - Selected Ratios and Other Information
(Unaudited)


	Quarters ended									Nine months ended
	30-Sep-13			30-Jun-13			30-Sep-12			30-Sep-13			30-Sep-12
Net income per common share:
Basic	$	2.22		$	3.18		$	0.45		$	4.22		$	1.55
Diluted	$	2.22		$	3.17		$	0.45		$	4.21		$	1.55
Average common shares outstanding		102,714,262			102,620,295			102,451,410			102,666,570			102,363,099
Average common shares outstanding - assuming dilution		103,017,443			102,917,347			102,484,960			103,014,674			102,545,474
Common shares outstanding at end of period		103,327,146			103,276,131			103,097,143			103,327,146			103,097,143

Market value per common share	$	26.25		$	30.37		$	17.45		$	26.25		$	17.45

Market capitalization - (In millions)	$	2,712		$	3,136		$	1,799		$	2,712		$	1,799

Return on average assets		2.51	%		3.60	%		0.52	%		1.60	%		0.59	%

Return on average common equity		21.64	%		32.77	%		4.81	%		14.38	%		5.63	%

Net interest margin [2]		4.49	%		4.46	%		4.38	%		4.45	%		4.33	%

Common equity per share	$	42.04		$	40.13		$	38.98		$	42.04		$	38.98

Tangible common book value per common share (non-GAAP) [1]	$	35.32		$	33.38		$	32.15		$	35.32		$	32.15

Tangible common equity to tangible assets (non-GAAP) [1]		10.32	%		9.58	%		9.26	%		10.32	%		9.26	%

Tier 1 risk-based capital [3]		18.54	%		17.30	%		16.81	%		18.54	%		16.81	%

Total risk-based capital [3]		19.82	%		18.58	%		18.09	%		19.82	%		18.09	%

Tier 1 leverage [3]		12.26	%		11.46	%		11.40	%		12.26	%		11.40	%

Tier 1 common equity to risk-weighted assets (non-GAAP) [1] [3]		14.20	%		13.04	%		12.72	%		14.20	%		12.72	%
[1] Refer to Table N for Non-GAAP reconciliations.
[2] Not on a taxable equivalent basis.
[3] Capital ratios for the current quarter are estimated.


POPULAR, INC.
Financial Supplement to Third Quarter 2013 Earnings Release
Table B - Consolidated Statement of Operations
(Unaudited)
		Quarters ended						Variance			Quarter ended			Variance			Nine months ended
(In thousands, except per share information)		30-Sep-13			30-Jun-13			Q3 2013 vs.Q2 2013			30-Sep-12			Q3 2013 vs.Q3 2012			30-Sep-13			30-Sep-12
Interest income:
	Loans	$	392,195		$	394,925		$	(2,730	)	$	387,949		$	4,246		$	1,173,046		$	1,166,393
	Money market investments		848			829			19			862			(14	)		2,632			2,774
	Investment securities		33,561			36,106			(2,545	)		40,412			(6,851	)		107,490			130,212
	Trading account securities		5,242			5,456			(214	)		5,815			(573	)		16,212			17,669
	Total interest income		431,846			437,316			(5,470	)		435,038			(3,192	)		1,299,380			1,317,048
Interest expense:
	Deposits		31,848			35,764			(3,916	)		43,022			(11,174	)		105,968			143,297
	Short-term borrowings		9,564			9,767			(203	)		9,876			(312	)		29,113			36,503
	Long-term debt		36,228			36,066			162			37,701			(1,473	)		108,061			112,032
	Total interest expense		77,640			81,597			(3,957	)		90,599			(12,959	)		243,142			291,832
Net interest income			354,206			355,719			(1,513	)		344,439			9,767			1,056,238			1,025,216
Provision for loan losses - non-covered loans			55,230			223,908			(168,678	)		83,589			(28,359	)		485,438			247,846
Provision for loan losses - covered loans			17,433			25,500			(8,067	)		22,619			(5,186	)		60,489			78,284
Net interest income after provision for loan losses			281,543			106,311			175,232			238,231			43,312			510,311			699,086
Service charges on deposit accounts			43,096			43,937			(841	)		45,858			(2,762	)		130,755			138,577
Other service fees			58,584			58,882			(298	)		57,954			630			173,559			172,582
Mortgage banking activities			18,896			18,085			811			21,847			(2,951	)		57,281			60,418
Net gain (loss) and valuation adjustments on investment securities			-			5,856			(5,856	)		64			(64	)		5,856			(285	)
Trading account (loss) profit			(6,607	)		(4,345	)		(2,262	)		5,443			(12,050	)		(11,936	)		6,040
Net gain (loss) on sale of loans, including valuation adjustments on loans held-for-sale			3,454			4,733			(1,279	)		(1,205	)		4,659			(54,532	)		(30,459	)
Adjustments (expense) to indemnity reserves on loans sold			(2,387	)		(11,632	)		9,245			(8,717	)		6,330			(30,162	)		(17,990	)
FDIC loss share (expense) income			(14,866	)		(3,755	)		(11,111	)		(6,707	)		(8,159	)		(44,887	)		(19,387	)
Other operating income			191,789			181,602			10,187			16,837			174,952			393,445			71,236
	Total non-interest income		291,959			293,363			(1,404	)		131,374			160,585			619,379			380,732
Operating expenses:
Personnel costs
	Salaries		76,735			74,392			2,343			74,339			2,396			224,472			227,119
	Commissions, incentives and other bonuses		14,457			15,540			(1,083	)		12,800			1,657			45,472			39,885
	Pension, postretirement and medical insurance		14,724			14,748			(24	)		15,984			(1,260	)		44,710			50,523
	Other personnel costs, including payroll taxes		10,923			9,999			924			8,427			2,496			32,853			31,850
	Total personnel costs		116,839			114,679			2,160			111,550			5,289			347,507			349,377
Net occupancy expenses			24,711			24,108			603			23,615			1,096			72,292			71,143
Equipment expenses			11,768			11,843			(75	)		11,447			321			35,561			33,688
Other taxes			17,749			15,288			2,461			12,666			5,083			44,623			38,178
Professional fees			72,039			69,964			2,075			70,952			1,087			212,500			206,692
Communications			6,558			6,644			(86	)		6,500			58			20,034			20,276
Business promotion			14,982			15,562			(580	)		14,924			58			43,461			44,754
FDIC deposit insurance			16,100			19,503			(3,403	)		24,173			(8,073	)		44,883			72,006
Loss on early extinguishment of debt			3,388			-			3,388			43			3,345			3,388			25,184
Other real estate owned (OREO) expenses			17,175			5,762			11,413			5,896			11,279			69,678			22,441
Credit and debit card processing, volume, interchange and other expenses			5,076			5,352			(276	)		5,442			(366	)		15,403			15,083
Other operating expenses			17,746			18,414			(668	)		17,344			402			53,150			58,373
Amortization of intangibles			2,468			2,467			1			2,481			(13	)		7,403			7,605
	Total operating expenses		326,599			309,586			17,013			307,033			19,566			969,883			964,800
Income before income tax			246,903			90,088			156,815			62,572			184,331			159,807			115,018
Income tax expense (benefit)			17,768			(237,380	)		255,148			15,384			2,384			(276,489	)		(46,317	)
Net income		$	229,135		$	327,468		$	(98,333	)	$	47,188		$	181,947		$	436,296		$	161,335
Net income applicable to common stock		$	228,204		$	326,537		$	(98,333	)	$	46,257		$	181,947		$	433,504		$	158,543
Net income per common share - basic		$	2.22		$	3.18		$	(0.96	)	$	0.45		$	1.77		$	4.22		$	1.55
Net income per common share - diluted		$	2.22		$	3.17		$	(0.95	)	$	0.45		$	1.77		$	4.21		$	1.55


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table C - Consolidated Statement of Financial Condition
(Unaudited)
												Variance
												Q3 2013 vs.
(In thousands)			30-Sep-13			30-Jun-13			30-Sep-12			Q2 2013
Assets:
Cash and due from banks			$	368,590		$	388,041		$	477,342		$	(19,451	)
Money market investments				961,788			1,071,939			925,663			(110,151	)
Trading account securities, at fair value				338,848			294,082			226,918			44,766
Investment securities available-for-sale, at fair value				5,136,618			5,114,636			5,120,301			21,982
Investment securities held-to-maturity, at amortized cost				140,355			141,632			122,072			(1,277	)
Other investment securities, at lower of cost or realizable value				198,864			218,582			213,389			(19,718	)
Loans held-for-sale, at lower of cost or fair value				124,532			190,852			337,049			(66,320	)
Loans held-in-portfolio:
		Loans not covered under loss sharing agreements with the FDIC		21,520,054			21,615,754			20,851,108			(95,700	)
		Loans covered under loss sharing agreements with the FDIC		3,076,009			3,199,998			3,903,867			(123,989	)
		Less: Unearned income		92,871			94,095			97,255			(1,224	)
		Allowance for loan losses		642,928			635,219			761,172			7,709
		Total loans held-in-portfolio, net		23,860,264			24,086,438			23,896,548			(226,174	)
FDIC loss share asset				1,324,711			1,379,342			1,559,057			(54,631	)
Premises and equipment, net				519,623			527,014			525,733			(7,391	)
Other real estate not covered under loss sharing agreements with the FDIC				135,502			158,920			252,024			(23,418	)
Other real estate covered under loss sharing agreements with the FDIC				159,968			183,225			125,514			(23,257	)
Accrued income receivable				122,881			143,905			133,943			(21,024	)
Mortgage servicing assets, at fair value				161,445			153,444			158,367			8,001
Other assets				1,803,478			1,935,426			1,724,927			(131,948	)
Goodwill				647,757			647,757			647,757			-
Other intangible assets				46,892			49,359			56,762			(2,467	)
Total assets			$	36,052,116		$	36,684,594		$	36,503,366		$	(632,478	)
Liabilities and Stockholders’ Equity:
Liabilities:
	Deposits:
		Non-interest bearing	$	5,762,554		$	5,856,066		$	5,404,470		$	(93,512	)
		Interest bearing		20,632,500			20,903,362			20,915,029			(270,862	)
		Total deposits		26,395,054			26,759,428			26,319,499			(364,374	)
Federal funds purchased and assets sold under agreements to repurchase				1,793,208			1,672,705			1,944,564			120,503
Other short-term borrowings				826,200			1,226,200			1,206,200			(400,000	)
Notes payable				1,544,696			1,795,766			1,866,377			(251,070	)
Other liabilities				1,099,073			1,035,459			1,097,742			63,614
Total liabilities				31,658,231			32,489,558			32,434,382			(831,327	)
Stockholders’ equity:
Preferred stock				50,160			50,160			50,160			-
Common stock				1,034			1,033			1,031			1
Surplus				4,155,244			4,153,525			4,131,681			1,719
Retained earnings				445,330			217,126			(54,183	)		228,204
Treasury stock				(877	)		(769	)		(270	)		(108	)
Accumulated other comprehensive loss				(257,006	)		(226,039	)		(59,435	)		(30,967	)
		Total stockholders’ equity		4,393,885			4,195,036			4,068,984			198,849
Total liabilities and stockholders’ equity			$	36,052,116		$	36,684,594		$	36,503,366		$	(632,478	)


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table D - Consolidated Average Balances and Yield / Rate Analysis - QUARTER
(Unaudited)

			Quarter ended					Quarter ended					Quarter ended					Variance							Variance
($ amounts in millions; yields not on a taxable equivalent basis)			30-Sep-13					30-Jun-13					30-Sep-12					Q3 2013 vs. Q2 2013							Q3 2013 vs. Q3 2012
			Average balance		Income/ Expense	Yield/ Rate		Average balance		Income/ Expense	Yield/ Rate		Average balance		Income/ Expense	Yield/ Rate		Average balance		Income/ Expense		Yield/ Rate			Average balance		Income/ Expense		Yield/ Rate
Assets:
Interest earning assets:
	Money market, trading and investment securities		$6,813		$39.7	2.32	%	$6,943		$42.4	2.44	%	$6,625		$47.1	2.84	%	($130	)	($2.7	)	(0.12	)	%	$188		($7.4	)	(0.52	)	%

	Loans not covered under loss sharing agreements with the FDIC:
		Commercial	10,107		126.0	4.95		10,022		122.8	4.91		10,024		123.7	4.91		85		3.2		0.04			83		2.3		0.04
		Construction	319		4.3	5.30		316		3.6	4.62		435		3.3	3.02		3		0.7		0.68			(116	)	1.0		2.28
		Mortgage	6,633		81.7	4.93		7,019		91.2	5.20		5,915		80.7	5.46		(386	)	(9.5	)	(0.27	)		718		1.0		(0.53	)
		Consumer	3,906		97.6	9.91		3,849		96.3	10.03		3,855		97.9	10.10		57		1.3		(0.12	)		51		(0.3	)	(0.19	)
		Lease financing	537		10.9	8.08		542		10.9	8.02		540		11.7	8.67		(5	)	-		0.06			(3	)	(0.8	)	(0.59	)
		Total loans not covered under loss sharing agreements with the FDIC	21,502		320.5	5.93		21,748		324.8	5.98		20,769		317.3	6.09		(246	)	(4.3	)	(0.05	)		733		3.2		(0.16	)
	Loans covered under loss sharing agreements with the FDIC		3,119		71.6	9.13		3,269		70.1	8.60		3,952		70.6	7.12		(150	)	1.5		0.53			(833	)	1.0		2.01
	Total loans		24,621		392.1	6.33		25,017		394.9	6.33		24,721		387.9	6.25		(396	)	(2.8	)	-			(100	)	4.2		0.08
	Total interest earning assets		31,434		$431.8	5.47	%	31,960		$437.3	5.48	%	31,346		$435.0	5.53	%	(526	)	($5.5	)	(0.01	)	%	88		($3.2	)	(0.06	)	%
		Allowance for loan losses	(632	)				(673	)				(757	)				41							125
		Other non-interest earning assets	5,372					5,215					5,396					157							(24	)
	Total average assets		$36,174					$36,502					$35,985					($328	)						$189


Liabilities and Stockholders' Equity:
	Interest bearing deposits:
		NOW and money market	$5,766		$4.1	0.29	%	$5,838		$5.2	0.36	%	$5,709		$6.2	0.43	%	($72	)	($1.1	)	(0.07	)	%	$57		($2.1	)	(0.14	)	%
		Savings	6,828		3.7	0.21		6,748		4.2	0.25		6,561		4.5	0.27		80		(0.5	)	(0.04	)		267		(0.8	)	(0.06	)
		Time deposits	8,231		24.0	1.16		8,619		26.4	1.23		9,003		32.3	1.43		(388	)	(2.4	)	(0.07	)		(772	)	(8.3	)	(0.27	)
		Total interest bearing deposits	20,825		31.8	0.61		21,205		35.8	0.68		21,273		43.0	0.80		(380	)	(4.0	)	(0.07	)		(448	)	(11.2	)	(0.19	)
	Borrowings		4,404		45.8	4.15		4,488		45.8	4.09		4,426		47.6	4.29		(84	)	-		0.06			(22	)	(1.8	)	(0.14	)
		Total interest bearing liabilities	25,229		77.6	1.23		25,693		81.6	1.27		25,699		90.6	1.41		(464	)	(4.0	)	(0.04	)		(470	)	(13.0	)	(0.18	)
		Net interest spread				4.24	%				4.21	%				4.12	%					0.03	%						0.12	%
	Non-interest bearing deposits		5,741					5,749					5,319					(8	)						422
	Other liabilities		969					1,013					1,091					(44	)						(122	)
	Stockholders' equity		4,235					4,047					3,876					188							359
		Total average liabilities and stockholders' equity	$36,174					$36,502					$35,985					($328	)						$189

Net interest income / margin non-taxable equivalent basis					$354.2	4.49	%			$355.7	4.46	%			$344.4	4.38	%			($1.5	)	0.03	%				$9.8		0.11	%


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table E - Consolidated Average Balances and Yield / Rate Analysis - YEAR-TO-DATE
(Unaudited)

			Nine months ended					Nine months ended
			30-Sep-13					30-Sep-12					Variance
($ amounts in millions; yields not on a taxable equivalent basis)			Average		Income/	Yield/		Average		Income/	Yield/		Average		Income/		Yield/
			balance		Expense	Rate		balance		Expense	Rate		balance		Expense		Rate
Assets:
Interest earning assets:
	Money market, trading and investment securities		$6,908		$126.3	2.44	%	$6,735		$150.7	2.98	%	$173		($24.4	)	(0.54	)	%
	Loans not covered under loss sharing agreements with the FDIC:
		Commercial	10,070		368.7	4.90		10,234		377.6	4.93		(164	)	(8.9	)	(0.03	)
		Construction	334		11.5	4.58		484		13.3	3.66		(150	)	(1.8	)	0.92
		Mortgage	6,688		256.2	5.11		5,698		233.9	5.47		990		22.3		(0.36	)
		Consumer	3,870		289.6	10.01		3,719		281.6	10.11		151		8.0		(0.10	)
		Lease financing	541		33.1	8.16		547		35.5	8.66		(6	)	(2.4	)	(0.50	)
		Total loans not covered under loss sharing agreements with the FDIC	21,503		959.1	5.96		20,682		941.9	6.08		821		17.2		(0.12	)
	Loans covered under loss sharing agreements with the FDIC		3,299		214.0	8.67		4,124		224.4	7.27		(825	)	(10.4	)	1.40
	Total loans		24,802		1,173.1	6.32		24,806		1,166.3	6.28		(4	)	6.8		0.04
	Total interest earning assets		31,710		$1,299.4	5.47	%	31,541		$1,317.0	5.57	%	169		($17.6	)	(0.10	)	%
		Allowance for loan losses	(654	)				(779	)				125
		Other non-interest earning assets	5,289					5,490					(201	)
	Total average assets		$36,345					$36,252					$93

Liabilities and Stockholders' Equity:
	Interest bearing deposits:
		NOW and money market	$5,767		$15.2	0.35	%	$5,504		$18.5	0.45	%	$263		($3.3	)	(0.10	)	%
		Savings	6,765		12.2	0.24		6,543		17.0	0.35		222		(4.8	)	(0.11	)
		Time deposits	8,559		78.6	1.23		9,680		107.8	1.49		(1,121	)	(29.2	)	(0.26	)
		Total interest bearing deposits	21,091		106.0	0.67		21,727		143.3	0.88		(636	)	(37.3	)	(0.21	)
	Borrowings		4,461		137.2	4.10		4,319		148.5	4.59		142		(11.3	)	(0.49	)
		Total interest bearing liabilities	25,552		243.2	1.27		26,046		291.8	1.50		(494	)	(48.6	)	(0.23	)
		Net interest spread				4.20	%				4.07	%					0.13		%
	Non-interest bearing deposits		5,694					5,281					413
	Other liabilities		1,018					1,113					(95	)
	Stockholders' equity		4,081					3,812					269
		Total average liabilities and stockholders' equity	$36,345					$36,252					$93

Net interest income / margin non-taxable equivalent basis					$1,056.2	4.45	%			$1,025.2	4.33	%			$31.0		0.12		%


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table F - Mortgage Banking Activities and Other Service Fees
(Unaudited)

Mortgage Banking Activities											Variance
		Quarters ended									Q3 2013 vs.			Q3 2013 vs.			Nine months ended						Variance
(In thousands)		30-Sep-13			30-Jun-13			30-Sep-12			Q2 2013			Q3 2012			30-Sep-13			30-Sep-12			2013 vs. 2012
Mortgage servicing fees, net of fair value adjustments:
	Mortgage servicing fees	$	11,547		$	11,317		$	12,282		$	230		$	(735	)	$	34,110		$	36,339		$	(2,229	)
	Mortgage servicing rights fair value adjustments		3,879			(5,126	)		(2,426	)		9,005			6,305			(6,862	)		(7,217	)		355
Total mortgage servicing fees, net of fair value adjustments			15,426			6,191			9,856			9,235			5,570			27,248			29,122			(1,874	)
Net gain (loss) on sale of loans, including valuation on loans			3,559			(351	)		19,700			3,910			(16,141	)		16,968			49,028			(32,060	)
Trading account profit (loss):
	Unrealized gain (losses) on outstanding derivative positions		(865	)		622			(58	)		(1,487	)		(807	)		(265	)		(154	)		(111	)
	Realized gain (losses) on closed derivative positions		776			11,623			(7,651	)		(10,847	)		8,427			13,330			(17,578	)		30,908
Total trading account (loss) profit			(89	)		12,245			(7,709	)		(12,334	)		7,620			13,065			(17,732	)		30,797
Total mortgage banking activities		$	18,896		$	18,085		$	21,847		$	811		$	(2,951	)	$	57,281		$	60,418		$	(3,137	)


Other Service Fees											Variance
		Quarters ended									Q3 2013 vs.			Q3 2013 vs.			Nine months ended						Variance
(In thousands)		30-Sep-13			30-Jun-13			30-Sep-12			Q2 2013			Q3 2012			30-Sep-13			30-Sep-12			2013 vs. 2012
Other service fees:
	Debit card fees	$	11,005		$	10,736		$	10,752		$	269		$	253		$	32,138		$	33,223		$	(1,085	)
	Insurance fees		13,255			12,465			12,322			790			933			37,793			36,775			1,018
	Credit card fees		16,890			16,406			15,623			484			1,267			48,981			44,383			4,598
	Sale and administration of investment products		8,981			10,243			9,511			(1,262	)		(530	)		27,941			28,045			(104	)
	Trust fees		4,148			4,154			3,977			(6	)		171			12,760			12,127			633
	Processing fees		-			-			1,406			-			(1,406	)		-			4,819			(4,819	)
	Other fees		4,305			4,878			4,363			(573	)		(58	)		13,946			13,210			736
Total other service fees		$	58,584		$	58,882		$	57,954		$	(298	)	$	630		$	173,559		$	172,582		$	977


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table G - Loans and Deposits
(Unaudited)

Loans - Ending Balances
							Variance
(In thousands)	30-Sep-13		30-Jun-13		30-Sep-12		Q3 2013 vs. Q2 2013			Q3 2013 vs. Q3 2012
Loans not covered under FDIC loss sharing agreements:
Commercial	$	9,845,477	$	9,917,840	$	9,628,631	$	(72,363	)	$	216,846
Construction		293,220		297,010		258,453		(3,790	)		34,767
Legacy [1]		235,645		262,228		465,848		(26,583	)		(230,203	)
Lease financing		539,290		538,348		538,014		942			1,276
Mortgage		6,613,133		6,603,587		6,022,422		9,546			590,711
Consumer		3,900,418		3,902,646		3,840,485		(2,228	)		59,933
Total non-covered loans held-in-portfolio	$	21,427,183	$	21,521,659	$	20,753,853	$	(94,476	)	$	673,330
Loans covered under FDIC loss sharing agreements		3,076,009		3,199,998		3,903,867		(123,989	)		(827,858	)
Total loans held-in-portfolio	$	24,503,192	$	24,721,657	$	24,657,720	$	(218,465	)	$	(154,528	)
Loans held-for-sale:
Commercial	$	-	$	2,594	$	17,696	$	(2,594	)	$	(17,696	)
Construction		-		-		88,030		-			(88,030	)
Legacy [1]		1,680		1,680		3,107		-			(1,427	)
Mortgage		122,852		186,578		228,216		(63,726	)		(105,364	)
Total loans held-for-sale	$	124,532	$	190,852	$	337,049	$	(66,320	)	$	(212,517	)
Total loans	$	24,627,724	$	24,912,509	$	24,994,769	$	(284,785	)	$	(367,045	)
[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 BPNA segment.

Deposits - Ending Balances
							Variance
(In thousands)	30-Sep-13		30-Jun-13		30-Sep-12		Q3 2013 vs. Q2 2013			Q3 2013 vs. Q3 2012
Demand deposits [1]	$	6,410,458	$	6,655,895	$	6,091,400	$	(245,437	)	$	319,058
Savings, NOW and money market deposits (non-brokered)		11,335,441		11,253,707		11,046,595		81,734			288,846
Savings, NOW and money market deposits (brokered)		552,053		509,415		455,309		42,638			96,744
Time deposits (non-brokered)		6,181,676		6,299,760		6,614,153		(118,084	)		(432,477	)
Time deposits (brokered CDs)		1,915,426		2,040,651		2,112,042		(125,225	)		(196,616	)
Total deposits	$	26,395,054	$	26,759,428	$	26,319,499	$	(364,374	)	$	75,555
[1] Includes interest and non-interest demand bearing deposits.


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table H - Non-Performing Assets
(Unaudited)
																Variance
(Dollars in thousands)	30-Sep-13			As a % of loans HIP by category		30-Jun-13			As a % of loans HIP by category		30-Sep-12			As a % of loans HIP by category		Q3 2013 vs. Q2 2013			Q3 2013 vs. Q3 2012
Non-accrual loans:
Commercial	$	316,040		3.2	%	$	323,155		3.3	%	$	772,217		8.0	%	$	(7,115	)	$	(456,177	)
Construction		28,782		9.8			44,878		15.1			49,933		19.3			(16,096	)		(21,151	)
Legacy [1]		24,206		10.3			28,434		10.8			48,735		10.5			(4,228	)		(24,529	)
Lease financing		3,716		0.7			4,511		0.8			4,837		0.9			(795	)		(1,121	)
Mortgage		203,208		3.1			171,822		2.6			632,052		10.5			31,386			(428,844	)
Consumer		41,621		1.1			41,067		1.1			42,726		1.1			554			(1,105	)
Total non-performing loans held-in-portfolio, excluding covered loans		617,573		2.9	%		613,867		2.9	%		1,550,500		7.5	%		3,706			(932,927	)
Non-performing loans held-for-sale [2]		2,099					10,697					108,886					(8,598	)		(106,787	)
Other real estate owned (“OREO”), excluding covered OREO		135,502					158,920					252,024					(23,418	)		(116,522	)
Total non-performing assets, excluding covered assets		755,174					783,484					1,911,410					(28,310	)		(1,156,236	)
Covered loans and OREO		188,353					208,993					208,235					(20,640	)		(19,882	)
Total non-performing assets	$	943,527				$	992,477				$	2,119,645				$	(48,950	)	$	(1,176,118	)
Accruing loans past due 90 days or more [3]	$	414,189				$	414,055				$	379,051				$	134		$	35,138
Ratios excluding covered loans:
Non-performing loans held-in-portfolio to loans held-in-portfolio		2.88	%				2.85	%				7.47	%
Allowance for loan losses to loans held-in-portfolio		2.46					2.46					3.07
Allowance for loan losses to non-performing loans, excluding loans held-for-sale		85.19					86.14					41.04
Ratios including covered loans:
Non-performing assets to total assets		2.62	%				2.71	%				5.81	%
Non-performing loans held-in-portfolio to loans held-in-portfolio		2.64					2.59					6.63
Allowance for loan losses to loans held-in-portfolio		2.62					2.57					3.09
Allowance for loan losses to non-performing loans, excluding loans held-for-sale		99.53					99.31					46.61
[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 BPNA segment.
[2] Non-performing loans held-for-sale as of September 30, 2013 consisted of $1.7 million in legacy loans and $0.4 million in mortgage loans (June 30, 2013 - $3 million in commercial loans, $2 million in legacy loans and $6 million in mortgage loans; September 30, 2012 - $88 million in construction loans, $18 million in commercial loans, $3 million in legacy loans and $53 thousand in mortgage loans).
[3] 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 nonperforming since the principal repayment is insured. These balances include $113 million of residential mortgage loans insured by FHA or guaranteed by the VA that are no longer accruing interest as of September 30, 2013.


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table I - Activity in Non-Performing Loans
(Unaudited)

Commercial loans held-in-portfolio:
		Quarter ended									Quarter ended
		30-Sep-13									30-Jun-13
(In thousands)		BPPR			BPNA			Popular, Inc.			BPPR			BPNA			Popular, Inc.
Beginning balance NPLs		$	199,720		$	123,435		$	323,155		$	186,808		$	133,979		$	320,787
Plus:
	New non-performing loans		40,257			17,898			58,155			59,736			15,763			75,499
	Advances on existing non-performing loans		-			304			304			-			1,226			1,226
	Other		-			-			-			-			4,310			4,310
Less:
	Non-performing loans transferred to OREO		(811	)		(1,036	)		(1,847	)		(2,191	)		(532	)		(2,723	)
	Non-performing loans charged-off		(17,773	)		(9,572	)		(27,345	)		(32,511	)		(9,890	)		(42,401	)
	Loans returned to accrual status / loan collections		(16,824	)		(19,073	)		(35,897	)		(12,122	)		(18,827	)		(30,949	)
	Loans transferred to held-for-sale		-			(485	)		(485	)		-			(2,594	)		(2,594	)
Ending balance NPLs		$	204,569		$	111,471		$	316,040		$	199,720		$	123,435		$	323,155

Construction loans held-in-portfolio:
		Quarter ended									Quarter ended
		30-Sep-13									30-Jun-13
(In thousands)		BPPR			BPNA			Popular, Inc.			BPPR			BPNA			Popular, Inc.
Beginning balance NPLs		$	39,044		$	5,834		$	44,878		$	45,036		$	5,884		$	50,920
Plus:
	New non-performing loans		2,000			-			2,000			-			-			-
Less:
	Non-performing loans transferred to OREO		(775	)		-			(775	)		-			-			-
	Non-performing loans charged-off		(1,442	)		-			(1,442	)		(2,175	)		-			(2,175	)
	Loans returned to accrual status / loan collections		(15,808	)		(71	)		(15,879	)		(3,817	)		(50	)		(3,867	)
Ending balance NPLs		$	23,019		$	5,763		$	28,782		$	39,044		$	5,834		$	44,878


Mortgage loans held-in-portfolio:
		Quarter ended									Quarter ended
		30-Sep-13									30-Jun-13
(In thousands)		BPPR			BPNA			Popular, Inc.			BPPR			BPNA			Popular, Inc.
Beginning balance NPLs		$	144,717		$	27,105		$	171,822		$	572,731		$	27,993		$	600,724
Plus:
	New non-performing loans		93,867			5,265			99,132			98,682			6,888			105,570
Less:
	Non-performing loans transferred to OREO		(3,161	)		(1,236	)		(4,397	)		(19,800	)		(1,106	)		(20,906	)
	Non-performing loans charged-off		(5,539	)		(1,791	)		(7,330	)		(6,365	)		(2,653	)		(9,018	)
	Loans returned to accrual status / loan collections		(52,049	)		(3,970	)		(56,019	)		(50,956	)		(4,017	)		(54,973	)
	Loans transferred to held-for-sale		-			-			-			(14,968	)		-			(14,968	)
	Non-performing loans sold^[1]		-			-			-			(434,607	)		-			(434,607	)
Ending balance NPLs		$	177,835		$	25,373		$	203,208		$	144,717		$	27,105		$	171,822
[1] Includes write-downs of $199,502 of loans sold at BPPR during the quarter ended June 30, 2013.

Legacy loans held-in-portfolio:
		Quarter ended									Quarter ended
		30-Sep-13									30-Jun-13
(In thousands)		BPPR			BPNA			Popular, Inc.			BPPR			BPNA			Popular, Inc.
Beginning balance NPLs		$	-		$	28,434		$	28,434		$	-		$	35,830		$	35,830
Plus:
	New non-performing loans		-			3,168			3,168			-			4,640			4,640
	Advances on existing non-performing loans		-			97			97			-			4			4
Less:
	Non-performing loans charged-off		-			(5,013	)		(5,013	)		-			(5,358	)		(5,358	)
	Loans returned to accrual status / loan collections		-			(2,480	)		(2,480	)		-			(2,373	)		(2,373	)
	Other		-			-			-			-			(4,309	)		(4,309	)
Ending balance NPLs		$	-		$	24,206		$	24,206		$	-		$	28,434		$	28,434


Total non-performing loans held-in-portfolio (excluding consumer loans):
		Quarter ended									Quarter ended
		30-Sep-13									30-Jun-13
(In thousands)		BPPR			BPNA			Popular, Inc.			BPPR			BPNA			Popular, Inc.
Beginning balance NPLs		$	383,481		$	184,808		$	568,289		$	804,575		$	203,686		$	1,008,261
Plus:
	New non-performing loans		136,124			26,331			162,455			158,418			27,291			185,709
	Advances on existing non-performing loans		-			401			401			-			1,230			1,230
	Other		-			-			-			-			4,310			4,310
Less:
	Non-performing loans transferred to OREO		(4,747	)		(2,272	)		(7,019	)		(21,991	)		(1,638	)		(23,629	)
	Non-performing loans charged-off		(24,754	)		(16,376	)		(41,130	)		(41,051	)		(17,901	)		(58,952	)
	Loans returned to accrual status / loan collections		(84,681	)		(25,594	)		(110,275	)		(66,895	)		(25,267	)		(92,162	)
	Loans transferred to held-for-sale		-			(485	)		(485	)		(14,968	)		(2,594	)		(17,562	)
	Non-performing loans sold^[1]		-			-			-			(434,607	)		-			(434,607	)
	Other		-			-			-			-			(4,309	)		(4,309	)
Ending balance NPLs		$	405,423		$	166,813		$	572,236		$	383,481		$	184,808		$	568,289
[1] Includes write-downs of $199,502 of loans sold at BPPR during the quarter ended June 30, 2013.


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table J - Allowance for Credit Losses, Net Charge-offs and Related Ratios
(Unaudited)


	Quarter ended								Quarter ended										Quarter ended
	30-Sep-13								30-Jun-13										30-Sep-12
(Dollars in thousands)	Non-covered loans			Covered loans		Total			Non-covered loans			Covered loans			Total				Non-covered loans			Covered loans		Total
Balance at beginning of period	$	528,762		$	106,457	$	635,219		$	583,501		$	99,867		$	683,368			$	648,535		$	117,495	$	766,030
Provision for loan losses		55,230			17,433		72,663			223,908			25,500			249,408				83,589			22,619		106,208
		583,992			123,890		707,882			807,409			125,367			932,776				732,124			140,114		872,238
Net loans charged-off (recovered):
BPPR
Commercial		16,145			2,533		18,678			29,968			1,108			31,076				37,019			7,013		44,032
Construction		(4,906	)		2,893		(2,013	)		(2,294	)		15,702			13,408				(527	)		7,483		6,956
Lease financing		470			-		470			1,213			-			1,213				265			-		265
Mortgage		11,393			1,579		12,972			12,589			2,255			14,844				12,431			736		13,167
Consumer		21,576			57		21,633			19,928			(155	)		19,773				21,853			9		21,862
Total BPPR		44,678			7,062		51,740			61,404			18,910			80,314				71,041			15,241		86,282

BPNA
Commercial		4,543			-		4,543			9,808			-			9,808				9,611			-		9,611
Legacy [1]		2,321			-		2,321			(917	)		-			(917	)			3,952			-		3,952
Mortgage		1,334			-		1,334			3,018			-			3,018				3,541			-		3,541
Consumer		5,016			-		5,016			5,832			-			5,832				7,646			-		7,646
Total BPNA		13,214			-		13,214			17,741			-			17,741				24,750			-		24,750
Total loans charged-off (recovered) - Popular, Inc.		57,892			7,062		64,954			79,145			18,910			98,055				95,791			15,241		111,032
Net write-downs [3]		-			-		-			(199,502	)		-			(199,502	)			(34	)		-		(34	)
Balance at end of period	$	526,100		$	116,828	$	642,928		$	528,762		$	106,457		$	635,219			$	636,299		$	124,873	$	761,172

POPULAR, INC.
Annualized net charge-offs to average loans held-in-portfolio		1.08	%				1.06	%		1.47	%					1.58	%			1.87	%				1.82	%
Provision for loan losses to net charge-offs [2]		0.95	x				1.12	x		0.69	x					0.82	x			0.87	x				0.96	x

BPPR
Annualized net charge-offs to average loans held-in-portfolio		1.15	%				1.11	%		1.55	%					1.68	%			1.92	%				1.84	%
Provision for loan losses to net charge-offs [2]		1.13	x				1.31	x		1.00	x					1.08	x			0.98	x				1.07	x

BPNA
Annualized net charge-offs to average loans held-in-portfolio							0.91	%								1.24	%								1.74	%
Provision (reversal) for loan losses to net charge-offs							0.36	x								(0.37	)	x							0.56	x
[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 BPNA segment.
[2] Excluding provision for loan losses and net write-down related to the asset sale during the quarter ended June 30, 2013.
[3] Net write-downs for the quarter ended June 30, 2013 are related to loans sold.


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table K - Allowance for Loan Losses - Breakdown of General and Specific Reserves - CONSOLIDATED
(Unaudited)


30-Sep-13
(Dollars in thousands)		Commercial		Construction		Legacy [3]		Mortgage		Lease financing		Consumer		Total [2]
Specific ALLL		$ 20,836		$ 588		$ -		$ 53,782		$ 1,197		$ 31,662		$ 108,065
Impaired loans	[1]	$ 338,829		$ 27,492		$ 11,597		$ 443,186		$ 3,159		$ 129,859		$ 954,122
Specific ALLL to impaired loans	[1]	6.15	%	2.14	%	-	%	12.14	%	37.89	%	24.38	%	11.33	%
General ALLL		$ 136,476		$ 9,032		$ 16,696		$ 107,941		$ 9,494		$ 138,396		$ 418,035
Loans held-in-portfolio, excluding impaired loans	[1]	$ 9,506,648		$ 265,728		$ 224,048		$ 6,169,947		$ 536,131		$ 3,770,559		$ 20,473,061
General ALLL to loans held-in-portfolio, excluding impaired loans	[1]	1.44	%	3.40	%	7.45	%	1.75	%	1.77	%	3.67	%	2.04	%
Total ALLL		$ 157,312		$ 9,620		$ 16,696		$ 161,723		$ 10,691		$ 170,058		$ 526,100
Total non-covered loans held-in-portfolio	[1]	$ 9,845,477		$ 293,220		$ 235,645		$ 6,613,133		$ 539,290		$ 3,900,418		$ 21,427,183
ALLL to loans held-in-portfolio	[1]	1.60	%	3.28	%	7.09	%	2.45	%	1.98	%	4.36	%	2.46	%
[1] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction.
[2] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. As of September 30, 2013, the general allowance on the covered loans amounted to $113 million, while the specific reserve amounted to $4 million.
[3] 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 BPNA reportable segment.

30-Jun-13
(Dollars in thousands)		Commercial		Construction		Legacy [3]		Mortgage		Lease financing		Consumer		Total [2]
Specific ALLL		$ 18,719		$ 1,401		$ -		$ 53,278		$ 1,399		$ 31,254		$ 106,051
Impaired loans	[1]	$ 334,861		$ 45,376		$ 13,368		$ 435,205		$ 3,818		$ 130,166		$ 962,794
Specific ALLL to impaired loans	[1]	5.59	%	3.09	%	-	%	12.24	%	36.64	%	24.01	%	11.01	%
General ALLL		$ 145,762		$ 8,009		$ 19,978		$ 102,702		$ 7,524		$ 138,736		$ 422,711
Loans held-in-portfolio, excluding impaired loans	[1]	$ 9,582,979		$ 251,634		$ 248,860		$ 6,168,382		$ 534,530		$ 3,772,480		$ 20,558,865
General ALLL to loans held-in-portfolio, excluding impaired loans	[1]	1.52	%	3.18	%	8.03	%	1.66	%	1.41	%	3.68	%	2.06	%
Total ALLL		$ 164,481		$ 9,410		$ 19,978		$ 155,980		$ 8,923		$ 169,990		$ 528,762
Total non-covered loans held-in-portfolio	[1]	$ 9,917,840		$ 297,010		$ 262,228		$ 6,603,587		$ 538,348		$ 3,902,646		$ 21,521,659
ALLL to loans held-in-portfolio	[1]	1.66	%	3.17	%	7.62	%	2.36	%	1.66	%	4.36	%	2.46	%
[1] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction.
[2] Excludes covered loans acquired on the Westernbank FDIC-assisted transaction. As of June 30, 2013, the general allowance on the covered loans amounted to $103 million, while the specific reserve amounted to $3 million.
[3] 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 BPNA reportable segment.



Variance
(Dollars in thousands)	Commercial		Construction		Legacy		Mortgage	Lease financing		Consumer		Total
Specific ALLL	$ 2,117		$ (813	)	$ -		$ 504	$ (202	)	$ 408		$ 2,014
Impaired loans	$ 3,968		$ (17,884	)	$ (1,771	)	$ 7,981	$ (659	)	$ (307	)	$ (8,672	)
General ALLL	$ (9,286	)	$ 1,023		$ (3,282	)	$ 5,239	$ 1,970		$ (340	)	$ (4,676	)
Loans held-in-portfolio, excluding impaired loans	$ (76,331	)	$ 14,094		$ (24,812	)	$ 1,565	$ 1,601		$ (1,921	)	$ (85,804	)
Total ALLL	$ (7,169	)	$ 210		$ (3,282	)	$ 5,743	$ 1,768		$ 68		$ (2,662	)
Total non-covered loans held-in-portfolio	$ (72,363	)	$ (3,790	)	$ (26,583	)	$ 9,546	$ 942		$ (2,228	)	$ (94,476	)


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table L - Allowance for Loan Losses - Breakdown of General and Specific Reserves - PUERTO RICO OPERATIONS
(Unaudited)

30-Sep-13
Puerto Rico
(In thousands)		Commercial		Construction		Mortgage		Lease financing		Consumer		Total
Allowance for credit losses:
	Specific ALLL non-covered loans	$ 20,836		$ 588		$ 36,227		$ 1,197		$ 31,338		$ 90,186
	General ALLL non-covered loans	82,468		8,718		95,668		9,494		112,839		309,187
ALLL - non-covered loans		103,304		9,306		131,895		10,691		144,177		399,373
	Specific ALLL covered loans	1,683		1,944		-		-		-		3,627
	General ALLL covered loans	56,813		16,674		32,175		-		7,539		113,201
ALLL - covered loans		58,496		18,618		32,175		-		7,539		116,828
Total ALLL		$ 161,800		$ 27,924		$ 164,070		$ 10,691		$ 151,716		$ 516,201
Loans held-in-portfolio:
	Impaired non-covered loans	$ 276,824		$ 21,729		$ 390,319		$ 3,159		$ 127,389		$ 819,420
	Non-covered loans held-in-portfolio, excluding impaired loans	5,978,200		230,141		4,953,363		536,131		3,147,132		14,844,967
Non-covered loans held-in-portfolio		6,255,024		251,870		5,343,682		539,290		3,274,521		15,664,387
	Impaired covered loans	35,264		-		-		-		-		35,264
	Covered loans held-in-portfolio, excluding impaired loans	1,818,587		201,437		965,779		-		54,942		3,040,745
Covered loans held-in-portfolio		1,853,851		201,437		965,779		-		54,942		3,076,009
Total loans held-in-portfolio		$ 8,108,875		$ 453,307		$ 6,309,461		$ 539,290		$ 3,329,463		$ 18,740,396


30-Jun-13
Puerto Rico
(In thousands)		Commercial		Construction		Mortgage		Lease financing		Consumer		Total
Allowance for credit losses:
	Specific ALLL non-covered loans	$ 18,719		$ 1,401		$ 35,715		$ 1,399		$ 30,904		$ 88,138
	General ALLL non-covered loans	93,433		7,671		87,200		7,524		109,610		305,438
ALLL - non-covered loans		112,152		9,072		122,915		8,923		140,514		393,576
	Specific ALLL covered loans	1,981		750		-		-		-		2,731
	General ALLL covered loans	63,576		6,603		27,001		-		6,546		103,726
ALLL - covered loans		65,557		7,353		27,001		-		6,546		106,457
Total ALLL		$ 177,709		$ 16,425		$ 149,916		$ 8,923		$ 147,060		$ 500,033
Loans held-in-portfolio:
	Impaired non-covered loans	$ 271,177		$ 39,542		$ 382,398		$ 3,818		$ 127,643		$ 824,578
	Non-covered loans held-in-portfolio, excluding impaired loans	6,052,606		216,960		4,931,072		534,530		3,131,734		14,866,902
Non-covered loans held-in-portfolio		6,323,783		256,502		5,313,470		538,348		3,259,377		15,691,480
	Impaired covered loans	25,092		-		-		-		-		25,092
	Covered loans held-in-portfolio, excluding impaired loans	1,875,378		240,365		999,578		-		59,585		3,174,906
Covered loans held-in-portfolio		1,900,470		240,365		999,578		-		59,585		3,199,998
Total loans held-in-portfolio		$ 8,224,253		$ 496,867		$ 6,313,048		$ 538,348		$ 3,318,962		$ 18,891,478


Variance
(In thousands)		Commercial		Construction		Mortgage		Lease financing		Consumer		Total
Allowance for credit losses:
	Specific ALLL non-covered loans	$ 2,117		$ (813	)	$ 512		$ (202	)	$ 434		$ 2,048
	General ALLL non-covered loans	(10,965	)	1,047		8,468		1,970		3,229		3,749
ALLL - non-covered loans		(8,848	)	234		8,980		1,768		3,663		5,797
	Specific ALLL covered loans	(298	)	1,194		-		-		-		896
	General ALLL covered loans	(6,763	)	10,071		5,174		-		993		9,475
ALLL - covered loans		(7,061	)	11,265		5,174		-		993		10,371
Total ALLL		$ (15,909	)	$ 11,499		$ 14,154		$ 1,768		$ 4,656		$ 16,168
Loans held-in-portfolio:
	Impaired non-covered loans	$ 5,647		$ (17,813	)	$ 7,921		$ (659	)	$ (254	)	$ (5,158	)
	Non-covered loans held-in-portfolio, excluding impaired loans	(74,406	)	13,181		22,291		1,601		15,398		(21,935	)
Non-covered loans held-in-portfolio		(68,759	)	(4,632	)	30,212		942		15,144		(27,093	)
	Impaired covered loans	10,172		-		-		-		-		10,172
	Covered loans held-in-portfolio, excluding impaired loans	(56,791	)	(38,928	)	(33,799	)	-		(4,643	)	(134,161	)
Covered loans held-in-portfolio		(46,619	)	(38,928	)	(33,799	)	-		(4,643	)	(123,989	)
Total loans held-in-portfolio		$ (115,378	)	$ (43,560	)	$ (3,587	)	$ 942		$ 10,501		$ (151,082	)


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table M - Allowance for Loan Losses - Breakdown of General and Specific Reserves - U.S. MAINLAND OPERATIONS
(Unaudited)

30-Sep-13
U.S. Mainland
(In thousands)		Commercial		Construction		Legacy		Mortgage		Consumer		Total
Allowance for credit losses:
	Specific ALLL	$ -		$ -		$ -		$ 17,555		$ 324		$ 17,879
	General ALLL	54,008		314		16,696		12,273		25,557		108,848
Total ALLL		$ 54,008		$ 314		$ 16,696		$ 29,828		$ 25,881		$ 126,727
Loans held-in-portfolio:
	Impaired loans	$ 62,005		$ 5,763		$ 11,597		$ 52,867		$ 2,470		$ 134,702
	Loans held-in-portfolio, excluding impaired loans	3,528,448		35,587		224,048		1,216,584		623,427		5,628,094
Total loans held-in-portfolio		$ 3,590,453		$ 41,350		$ 235,645		$ 1,269,451		$ 625,897		$ 5,762,796


30-Jun-13
U.S. Mainland
(In thousands)		Commercial		Construction		Legacy		Mortgage		Consumer		Total
Allowance for credit losses:
	Specific ALLL	$ -		$ -		$ -		$ 17,563		$ 350		$ 17,913
	General ALLL	52,329		338		19,978		15,502		29,126		117,273
Total ALLL		$ 52,329		$ 338		$ 19,978		$ 33,065		$ 29,476		$ 135,186
Loans held-in-portfolio:
	Impaired loans	$ 63,684		$ 5,834		$ 13,368		$ 52,807		$ 2,523		$ 138,216
	Loans held-in-portfolio, excluding impaired loans	3,530,373		34,674		248,860		1,237,310		640,746		5,691,963
Total loans held-in-portfolio		$ 3,594,057		$ 40,508		$ 262,228		$ 1,290,117		$ 643,269		$ 5,830,179


Variance
(In thousands)		Commercial		Construction		Legacy		Mortgage		Consumer		Total
Allowance for credit losses:
	Specific ALLL	$ -		$ -		$ -		$ (8	)	$ (26	)	$ (34	)
	General ALLL	1,679		(24	)	(3,282	)	(3,229	)	(3,569	)	(8,425	)
Total ALLL		$ 1,679		$ (24	)	$ (3,282	)	$ (3,237	)	$ (3,595	)	$ (8,459	)
Loans held-in-portfolio:
	Impaired loans	$ (1,679	)	$ (71	)	$ (1,771	)	$ 60		$ (53	)	$ (3,514	)
	Loans held-in-portfolio, excluding impaired loans	(1,925	)	913		(24,812	)	(20,726	)	(17,319	)	(63,869	)
Total loans held-in-portfolio		$ (3,604	)	$ 842		$ (26,583	)	$ (20,666	)	$ (17,372	)	$ (67,383	)


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table N - Reconciliation to GAAP Financial Measures
(Unaudited)


(In thousands, except share or per share information)	30-Sep-13		30-Jun-13		30-Sep-12
Total stockholders’ equity	$ 4,393,885		$ 4,195,036		$ 4,068,984
Less: Preferred stock	(50,160	)	(50,160	)	(50,160	)
Less: Goodwill	(647,757	)	(647,757	)	(647,757	)
Less: Other intangibles	(46,892	)	(49,359	)	(56,762	)
Total tangible common equity	$ 3,649,076		$ 3,447,760		$ 3,314,305
Total assets	$ 36,052,116		$ 36,684,594		$ 36,503,366
Less: Goodwill	(647,757	)	(647,757	)	(647,757	)
Less: Other intangibles	(46,892	)	(49,359	)	(56,762	)
Total tangible assets	$ 35,357,467		$ 35,987,478		$ 35,798,847
Tangible common equity to tangible assets	10.32	%	9.58	%	9.26	%
Common shares outstanding at end of period	103,327,146		103,276,131		103,097,143
Tangible book value per common share	$ 35.32		$ 33.38		$ 32.15



(In thousands)	30-Sep-13		30-Jun-13		30-Sep-12
Common stockholders’ equity	$ 4,343,725		$ 4,144,876		$ 4,018,824
Less: Unrealized losses (gains) on available-for-sale securities, net of tax^[1]	5,514		(23,990	)	(175,769	)
Less: Disallowed deferred tax assets^[2]	(643,716	)	(647,010	)	(365,954	)
Less: Disallowed goodwill and other intangible assets	(646,464	)	(650,452	)	(666,166	)
Less: Aggregate adjusted carrying value of all non-financial equity investments	(1,398	)	(1,357	)	(1,154	)
Add: Pension liability adjustment, net of tax and accumulated net gains (losses) on cash flow hedges^[3]	216,274		216,823		205,309
Total Tier 1 common equity	$ 3,273,935		$ 3,038,890		$ 3,015,090
Tier 1 common equity to risk-weighted assets	14.20	%	13.04	%	12.72	%

[1] In accordance with regulatory risk-based capital guidelines, Tier 1 capital excludes net unrealized gains (losses) on available-for-sale debt securities and net unrealized gains on available-for-sale equity securities with readily determinable fair values. In arriving at Tier 1 capital, institutions are required to deduct net unrealized losses on available-for-sale equity securities with readily determinable fair values, net of tax.

[2] Approximately $160 million of the Corporation’s $844 million of net deferred tax assets at September 30, 2013 (June 30, 2013 - $178 million and $864 million, respectively; September 30, 2012 - $153 million and $546 million, respectively), were included without limitation in regulatory capital pursuant to the risk-based capital guidelines, while approximately $644 million of such assets at September 30, 2013 (June 30, 2013 - $647 million; September 30, 2012 - $366 million) exceeded the limitation imposed by these guidelines and, as “disallowed deferred tax assets”, were deducted in arriving at Tier 1 capital. The remaining $40 million of the Corporation’s other net deferred tax assets at September 30, 2013 (June 30, 2013 - $39 million; September 30, 2012 - $27 million) represented primarily the following items (a) the deferred tax effects of unrealized gains and losses on available-for-sale debt securities, which are permitted to be excluded prior to deriving the amount of net deferred tax assets subject to limitation under the guidelines; (b) the deferred tax asset corresponding to the pension liability adjustment recorded as part of accumulated other comprehensive income; and (c) the deferred tax liability associated with goodwill and other intangibles.

[3] The Federal Reserve Bank has granted interim capital relief for the impact of pension liability adjustment.


Popular, Inc.
Financial Supplement to Third Quarter 2013 Earnings Release
Table O - Financial Information - Westernbank Covered Loans
(Unaudited)


Revenues
		Quarters ended
(In thousands)		30-Sep-13			30-Jun-13			Variance
Interest income on covered loans		$	71,631		$	70,136		$	1,495
FDIC loss share expense:
Amortization of indemnification asset			(37,681	)		(38,557	)		876
80% mirror accounting on credit impairment losses [1]			13,946			25,338			(11,392	)
80% mirror accounting on discount accretion on unfunded commitments			(87	)		(193	)		106
80% mirror accounting on reimbursable expenses			25,641			12,131			13,510
80% mirror accounting on recoveries on covered assets, including rental income on OREOs, subject to reimbursement to the FDIC			(11,533	)		(2,168	)		(9,365	)
Change in true-up payment obligation			(5,322	)		(476	)		(4,846	)
Other			170			170			-
	Total FDIC loss share expense		(14,866	)		(3,755	)		(11,111	)
Other non-interest income			109			242			(133	)
Total revenues			56,874			66,623			(9,749	)
Provision for loan losses			17,433			25,500			(8,067	)
Total revenues less provision for loan losses		$	39,441		$	41,123		$	(1,682	)
[1]	Reductions in expected cash flows for ASC 310-30 loans, which may impact the provision for loan losses, may consider reductions in both principal and interest cash flow expectations. The amount covered under the FDIC loss sharing agreements for interest not collected from borrowers is limited under the agreements (approximately 90 days); accordingly, these amounts are not subject fully to the 80% mirror accounting.

Quarterly average assets
		Quarters ended
(In millions)		30-Sep-13			30-Jun-13			Variance
Covered loans		$	3,119		$	3,269		$	(150	)
FDIC loss share asset			1,348			1,376			(28	)

Activity in the carrying amount and accretable yield of covered loans accounted for under ASC 310-30
		Quarters ended
		30-Sep-13						30-Jun-13
(In thousands)		Accretable yield			Carrying amount of loans			Accretable yield			Carrying amount of loans
Beginning balance		$	1,379,612		$	3,012,866		$	1,372,135		$	3,157,663
Accretion			(68,529	)		68,529			(62,536	)		62,536
Changes in expected cash flows			(1,465	)		-			70,013			-
Collections / charge-offs			-			(190,346	)		-			(207,333	)
Ending balance			1,309,618			2,891,049			1,379,612			3,012,866
	Allowance for loan losses - ASC 310-30 covered loans		-			(108,874	)		-			(91,195	)
Ending balance, net of allowance for loan losses		$	1,309,618		$	2,782,175		$	1,379,612		$	2,921,671


Activity in the carrying amount of the FDIC indemnity asset
					Quarters ended
(In thousands)					30-Sep-13						30-Jun-13
Balance at beginning of period					$	1,379,342					$	1,380,592
Amortization						(37,681	)					(38,557	)
Credit impairment losses to be covered under loss sharing agreements						13,946						25,338
Decrease due to reciprocal accounting on the discount accretion on unfunded commitments						(87	)					(193	)
Reimbursable expenses to be covered under loss sharing agreements						25,641						12,131
Net payments to (from) FDIC under loss sharing agreements						(52,865	)					-
Other adjustments attributable to FDIC loss sharing agreements						(3,585	)					31
Balance at end of period					$	1,324,711					$	1,379,342


Activity in the remaining FDIC loss share asset amortization

					Quarters ended
(In thousands)					30-Sep-13						30-Jun-13
Balance at beginning of period					$	122,124					$	128,682
Amortization						(37,681	)					(38,557	)
Impact of lower projected losses						38,053						31,999
Balance at end of period					$	122,496					$	122,124

CONTACT:
Popular, Inc.
Investor Relations:
Brett Scheiner, 212-417-6721
Investor Relations Officer
or
Media Relations:
Teruca Rullán, 787-281-5170
Mobile: 917-679-3596
Senior Vice President, Corporate Communications

POPULAR, INC. - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - October 23, 2013

Attached files