Popular, Inc. (“the Corporation” or “Popular”) (NASDAQ: BPOP) reported net income of $48.4 million for the quarter ended March 31, 2012, compared with net income of $3.0 million for the quarter ended December 31, 2011, and net income of $10.1 million for the quarter ended March 31, 2011.

Refer to the accompanying “Financial Supplement to First Quarter 2012 Earnings Release” for detailed financial information and key performance ratios.

Mr. Richard L. Carrión, Chairman of the Board and Chief Executive Officer, said: “Our results for the first quarter were in line with our expectations. We continue to see an improvement in credit quality metrics and revenue generation was again solid. Given these trends and our current efforts in various areas, we are reaffirming the earnings guidance we provided in the beginning of the year.”

Earnings Highlights – First Quarter 2012 compared to Fourth Quarter 2011

Net interest income

• The net interest margin was 4.27% for the first quarter of 2012, compared with 4.30% for the fourth quarter of 2011. The decrease in net interest income of $7.2 million for the first quarter of 2012, compared with the fourth quarter of 2011, was principally due to a reduction in the yield of the covered loan portfolio, partially offset by further reduction in the cost of deposits and borrowings. Refer to Table D for detailed information on average financial condition balances and an analysis of yield / rates by main categories.
• The principal variance in interest income on loans was a reduction in the interest derived from covered loans by $13.6 million, or 99 basis points. This reduction was primarily attributed to revisions in the average life of certain pools, which causes the accretable yield to be recognized over an extended period, reducing the interest income for the first quarter of 2012 compared with the last quarter in 2011. Additionally, the reduction in interest income was associated with collections in excess of the carrying value of a commercial one-loan pool in the fourth quarter of 2011, which resulted in additional income in that quarter of approximately $5.8 million.
• The decrease in interest income on non-covered commercial loans of $4.9 million was principally due to lower rates in newly originated loans and renewal activity, coupled with a lower average loan volume of $152 million, principally at the U.S. mainland operations.
• Partially offsetting these unfavorable variances in interest income was an increase in the yield on construction loans by 344 basis points or $4.2 million, principally related to the Corporation’s U.S. Mainland operations’ full recovery of certain large loan relationships that had been in non-accrual. Additionally, there was a positive variance in interest income on mortgage loans by $5.0 million, mostly influenced by the partial reversal during the fourth quarter of 2011 of the interest receivable on delinquent residential mortgage loans insured by FHA or guaranteed by the VA that were over 18-months past due.
• The Corporation’s interest expense on interest bearing deposits decreased by $4.4 million, or 5 basis points, reflecting the continuing progress in repricing the Corporation’s deposit base. Additionally, the interest expense on borrowings declined $1.9 million, principally due to lower average balances mainly associated with the payoff in the fourth quarter of 2011 of the note that was issued to the FDIC as part of the Westernbank FDIC-assisted transaction.

Provision for loan losses

• The provision for loan losses for the quarter ended March 31, 2012 amounted to $100.7 million, a decrease of $79.1 million compared with the fourth quarter of 2011. During the first quarter of 2012, the Corporation revised its estimation process for establishing and evaluating the adequacy of its allowance for loan losses. The provision for loan losses for the quarter includes a $25.3 million net benefit of such revision. Refer to the Credit Quality section for a summary of the changes and the impact on the Corporation’s allowance for loan losses. The total allowance for loan losses to loans held-in-portfolio ratio stood at 3.25% as of March 31, 2012 compared with 3.27% as of December 31, 2011.
• The provision for loan losses for the non-covered portfolio decreased by $41.4 million, of which $20.3 million was related to the Banco Popular de Puerto Rico (“BPPR”) reportable segment and $21.1 million to the Banco Popular North America (“BPNA”) reportable segment. In the BPPR reportable segment, the reduction in provision for loan losses was primarily driven by lower losses in the commercial and construction loan portfolios. In the BPNA reportable segment, the decrease in the provision for loan losses was driven by the combination of lower losses and the effect of the enhancement to the allowance for loan losses methodology.
• The provision for loan losses on the covered portfolio decreased by $37.7 million primarily due to lower level of impairments on loans accounted for pursuant to ASC 310-20 and ASC 310-30. The provision for loan losses related to loans accounted for pursuant to ASC 310-20 amounted to $6.8 million for the first quarter of 2012, compared with $34.7 million for the quarter ended December 31, 2011, a decrease of $27.9 million. During the fourth quarter of 2011, there were two particular credit relationships accounted for pursuant to ASC 310-20 which required specific reserves of $28.2 million. For the quarter ended March 31, 2012, there was only one newly impaired credit relationship with an outstanding principal balance of $13.2 million and a specific reserve requirement of $9.8 million. The provision for loan losses for loans accounted under ASC 310-30, amounted to $11.4 million for the first quarter of 2012, compared with $21.2 million for the quarter ended December 31, 2011. The decrease of $9.8 million in the provision for loan losses on these loans was prompted by an improvement in actual and expected cash flows.

Non-interest income

Non-interest income for the quarter ended March 31, 2012 decreased by $25.5 million compared with the quarter ended December 31, 2011. The principal unfavorable variances were as follows:

• FDIC loss share expense of $15.3 million was recognized in the first quarter of 2012, compared with FDIC loss share income of $17.4 million for the fourth quarter of 2011. This variance was principally associated with $37.7 million of lower provision for loan losses on covered loans recorded during the first quarter of 2012. Refer to Table N for financial information on the covered loans and the composition of the FDIC loss share (expense) income.
• Trading account losses amounted to $2.1 million for the first quarter of 2012, compared with trading account profits of $2.6 million in the fourth quarter of 2011.

The above unfavorable variances in non-interest income were partially offset by the following categories:

• The category of other operating income in Table B shows an increase of $9.5 million mostly due to higher income from investments accounted for under the equity method (approximately $9.0 million), principally driven by $6.7 million from the equity investment in PRLP 2011 Holdings, LLC, which holds the commercial and construction loans sold by BPPR during 2011, of which BPPR holds a 24.9% equity participation.
• Other service fees increased by $5.9 million, mostly due to a quarter-over-quarter favorable variance in valuation adjustments on mortgage servicing rights of $11.5 million, partially offset by lower insurance fees by $4.1 million since the fourth quarter of 2011 included the recognition of an annual contingent insurance commission related to the dwelling and flood insurance businesses. Refer to Table E in the Financial Supplement for a breakdown of other service fees.

Operating expenses

Operating expenses decreased by $14.9 million for the first quarter of 2012 compared with the fourth quarter of 2011. Refer to Table B which provides a breakdown of operating expenses by main categories. The principal favorable variances were as follows:

• Business promotion expense decreased by $6.4 million, mainly due to higher marketing efforts during the fourth quarter of 2011 related to credit cards, client relationship campaigns during the holidays and costs associated with the continued BPNA rebranding initiative.
• The provision for losses on unfunded credit commitments, which is included in the category of other operating expenses in Table B, resulted in a positive variance of $9.5 million in the first quarter of 2012 compared with the fourth quarter of 2011, mainly due to a combination of lower expected disbursements and loss rate.
• Personnel costs decreased by $3.1 million as shown in Table B, principally due to a decrease in the category of pension, postretirement and medical insurance costs of $7.6 million, partially offset by an increase in commissions, incentives and other bonuses of $1.9 million and in other personnel costs, including payroll taxes, of $2.9 million. The latter variance includes approximately $1.4 million in severance accruals related to a voluntary employee exit program as part of the Corporation’s efficiency efforts.

The slight variance in the salaries category in Table B consists of a reduction of $2.0 million in base salaries for full-time equivalent employees (FTEs), primarily related to the reduction in headcount associated with the voluntary retirement program effective on February 1, 2012, offset by increases in vacation expense, seasonal salaries and other compensation benefits. FTEs were 8,074 as of March 31, 2012, compared with 8,329 as of December 31, 2011.

Pension, postretirement and medical insurance costs were $7.6 million lower in the current quarter as pension costs decreased $12.1 million due to the effect of the $15.6 million cost of the voluntary retirement program recognized in the fourth quarter of 2011, partially offset by the impact of a decrease in the assumed discount rate of the remaining pension benefit obligation. The decrease in pension costs was partially offset by an increase in medical insurance costs of $4.6 million reflecting claims activity and revised premiums.

These favorable variances were partially offset by an increase in the category of other real estate owned costs by $4.3 million, principally due to downward adjustments to collateral values of residential mortgage properties in the BPPR reportable segment.

Income taxes

Income tax expense amounted to $16.2 million for the quarter ended March 31, 2012, compared with $263 thousand for the fourth quarter of 2011. The increase in income tax expense was mainly due to higher taxable income in the Corporation’s Puerto Rico operations.

Credit Quality

• The allowance for loan losses to loans held-in-portfolio ratio, excluding covered loans, stood at 3.25% as of March 31, 2012 compared with 3.35% as of December 31, 2011. During the first quarter of 2012, in order to better reflect current market conditions, the Corporation revised the estimation process for evaluating the adequacy of its allowance for loan losses for the Corporation’s commercial and construction loan portfolios by (i) establishing a more granular stratification of the commercial and construction loan portfolios focusing on certain risk characteristics and (ii) increasing the look-back period for assessing the trends applicable to the determination of net charge-offs from 6 months to 12 months (recognizing that a longer period is more appropriate when assessing those trends, consistent with the Corporation’s recent experience). The net charge-off trend factor is an adjustment to the base loss rate to account for inherent imprecision in reserve estimates due to recent loss trends. The trend factor replaces the base-loss period when it is higher than base loss up to a determined cap. As part of the process, the Corporation also reassessed environmental factors reserves applied to the commercial loan portfolio at the BPPR reportable segment. Environmental factors account for current market conditions that are likely to cause estimated credit losses to differ from historical loss experience. These environmental factors increase or decrease the historical loss rate applied to each loan segment. The net effect of these changes amounted to a $25.3 million reduction in the Corporation’s allowance for loan losses, resulting from a reduction of $40.4 million due to the enhancements to the allowance for loan losses methodology, offset in part by a $15.1 million increase in environmental factor reserves due to the Corporation’s decision to monitor recent trends in its commercial loan portfolio at the BPPR reportable segment that although improving, continue to warrant additional scrutiny. The general and specific reserves related to non-covered loans amounted to $589 million and $76 million, respectively, as of March 31, 2012, compared with $631 million and $59 million, respectively, as of December 31, 2011. Refer to Tables G through L for detailed credit quality information, including the activity in the allowance for loan losses.
• Non-performing loans, excluding loans held-for-sale and covered loans, decreased by $56 million from December 31, 2011 to March 31, 2012, driven principally by the commercial, construction and mortgage loan portfolios, resulting from the steps taken by the Corporation to reduce the overall credit risks of its loan portfolios. Non-performing construction loans decreased by $27 million, driven by the BPNA reportable segment which decreased by $29 million when compared with December 31, 2011. Non-performing commercial loans decreased by $11 million, when compared with December 31, 2011, driven by the BPPR reportable segment which decreased by $10 million, as one commercial loan with an outstanding principal balance of $20.1 million classified as a troubled-debt restructuring (“TDR”) in 2011 was returned to accrual status. Non-performing loans from the Corporation’s residential mortgage loan portfolio as of March 31, 2012 amounted to $667 million, a decrease of $19 million compared with December 31, 2011. The decrease was principally driven by non-performing loans from the residential mortgage loan portfolio of the BPPR reportable segment, prompted by (i) a reduction of loan repurchases under credit recourse arrangements, (ii) a higher level of residential mortgage TDRs returned to accrual status, and (iii) higher charge-offs. Nevertheless, the residential mortgage loan portfolio of the BPPR reportable segment continues to be impacted by the economic conditions in Puerto Rico. Refer to Table H for the activity in non-performing commercial, construction and mortgage loans, excluding covered loans and loans held-for-sale.
• Annualized net charge-offs to average non-covered loans held-in-portfolio decreased 33 basis points, from 2.46% for the quarter ended December 31, 2011 to 2.13% for the quarter ended March 31, 2012. Excluding covered loans, net charge-offs for the first quarter of 2012 declined by $17.9 million, compared with the quarter ended December 31, 2011. The reduction was driven principally by lower net charge-offs from the commercial and construction loan portfolios for the quarter ended March 31, 2012, which decreased by $17.1 million and $5.1 million, respectively, when compared with the quarter ended December 31, 2011. Net charge-offs from the BPPR and BPNA reportable segments’ commercial loan portfolios decreased by $10.9 million and $6.2 million respectively, from $48.4 million and $23.1 million, respectively, for the quarter ended December 31, 2011 to $37.5 million and $16.9 million, respectively, for the first quarter of 2012.

These favorable variances were offset in part by an increase in net charge-offs of $8.7 million in the residential mortgage loan portfolio mostly due to revisions to the charge-off policy in the BPPR reportable segment. During the first quarter of 2012, the Corporation revised its charge-off policy for the residential mortgage loan portfolio by including historical losses on recent other real estate owned (“OREO”) sales to determine the net realizable value to assess charge-offs once a loan becomes 180 days past due; previously, this was only done once the loan was foreclosed. As a result of the implementation of this new practice, net charge-offs from the residential mortgage loan portfolio at the BPPR reportable segment increased by $5.0 million during the quarter ended March 31, 2012. This increase was the main driver of a higher ratio of annualized net charge-offs to average non-covered mortgage loans held-in-portfolio at the BPPR reportable segment, which increased by 61 basis points, from 0.46% for the quarter ended December 31, 2011 to 1.07% for the quarter ended March 31, 2012.

Net charge-offs on the covered loan portfolio decreased by $6.7 million, driven principally by one particular credit relationship that was charged-off during the fourth quarter of 2011. Refer to Table I for further information on the Corporation’s net charge-offs and related ratios.

Refer to the section below for explanations on the main variances.

BPPR Reportable Segment

• The provision for loan losses for non-covered loans of the BPPR reportable segment totaled $67.8 million or 92.0% of net charge-offs, for the first quarter of 2012, compared with $88.1 million or 112.5% of net charge-offs, for the fourth quarter of 2011. The decrease in the provision for loan losses was mainly driven by lower levels of commercial and construction net-charge offs by $15.1 million, when compared with the quarter ended December 31, 2011. These improvements were partially offset by higher reserve requirements for the consumer and residential mortgage loan portfolios due to higher net charge-offs and specific reserve requirements for loans restructured under loss mitigation programs. The reduction also includes a $7.5 million impact related to the net effect of revisions made to the general reserve estimation process for the commercial and construction loan portfolios.

• Annualized net charge-offs to average non-covered loans held-in-portfolio ratio for the BPPR reportable segment decreased 13 basis points, from 2.14% for the quarter ended December 31, 2011 to 2.01% for the quarter ended March 31, 2012. The decrease was driven by lower net charge-offs from the commercial and construction loan portfolios, prompted by the steps taken by the Corporation to reduce the overall credit risks of these loans portfolio; therefore, reducing the level of problem loans remaining at the reportable segment. Net charge-offs from the residential mortgage loan portfolio of the BPPR reportable segment increased by $7.0 million, from $5.2 million for the quarter ended December 31, 2011 to $12.2 million for the first quarter of 2012, primarily due to the aforementioned enhancement to the charge-off policy.
• Non-performing loans of the BPPR reportable segment, excluding loans held-for-sale and covered loans, decreased by $28 million as of March 31, 2012, when compared with December 31, 2011. The decrease in non-performing commercial loans at the BPPR reportable segment was mainly driven by one commercial loan relationship with an outstanding principal balance of $20.1 million as of March 31, 2012, which was restructured and placed in non-accrual status during the third quarter of 2011. This commercial loan relationship was returned to accrual status during the first quarter of 2012, as explained previously. Non-performing residential mortgage loans of the BPPR reportable segment decreased by $16 million, mainly due to (i) a reduction of loan repurchases under credit recourse arrangements, (ii) a higher level of residential mortgage TDRs returned to accrual status, and (iii) higher charge-offs. Non-performing consumer loans of the BPPR reportable segment decreased to $27 million as of March 31 2012, from $31 million as of December 31, 2011, a decrease of $4 million. This portfolio continues to show stabilization in terms of credit quality.
• Refer to Table K for information on the allowance for loan losses of the Corporation’s Puerto Rico operations. The decrease in the allowance for loan losses from December 31, 2011 to March 31, 2012, excluding the impact related to the revisions made to the general reserve estimation process for the commercial and construction loan portfolios, reflects a lower general reserve component for the commercial loan portfolio mostly driven by a lower loss trend. This decrease was partially offset by an increase in the general reserve for the residential mortgage loan portfolio, coupled with higher specific reserves for residential mortgage loans restructured under loss mitigation programs.

BPNA Reportable Segment

• The provision for loan losses for the BPNA reportable segment amounted to $14.7 million, or 42.7% of net charge-offs, for the first quarter of 2012, compared with $35.8 million or 75.0% of net charge-offs for the fourth quarter of 2011. This reduction includes a $17.8 million impact related to the revisions made to the general reserve estimation process for the commercial and construction loan portfolios. Excluding this impact, the decrease in the provision for loan losses in the BPNA reportable segment was mainly due to lower net charge-offs during the first quarter of 2012 compared with the fourth quarter of 2011, principally from the commercial and consumer loan portfolios.
• Annualized net charge-offs to average loans held-in-portfolio ratio for the BPNA reportable segment decreased 84 basis points, from 3.27% for the quarter ended December 31, 2011 to 2.43% for the first quarter of 2012. As explained above, the decrease in net charge-offs was mainly observed in the commercial and consumer loan portfolios. These decreases were prompted by the continued credit stabilization at the BPNA reportable segment.
• Non-performing loans held-in-portfolio at the BPNA reportable segment amounted to $338 million as of March 31, 2012, a decrease of $28 million compared with December 31, 2011. The decrease was mainly driven by a reduction of $29 million in non-performing construction loans, driven by the resolution of three large construction loans, unit sales on several projects and minimal inflows of new construction non-performing loans.
• Refer to Table L for information on the allowance for loan losses of the BPNA reportable segment. The decline in the allowance for loan losses from December 31, 2011 to March 31, 2012 reflects an overall decrease in the general reserve component, partially offset by a slight increase in the specific reserve for the commercial loans portfolio. The decline in the general reserve component included the aforementioned impact related to the revisions made to the general reserve estimation process for the commercial and construction loan portfolios.

Financial Condition Highlights – March 31, 2012 compared to December 31, 2011

• Total assets amounted to $37.0 billion as of March 31, 2012, compared with $37.3 billion as of December 31, 2011. Refer to Table C for a detailed presentation of the Corporation’s Consolidated Statements of Condition.

• Total investment securities, including trading securities and other investment securities, amounted to $5.9 billion as of March 31, 2012, compared with $5.8 billion as of December 31, 2011.
• Total loans held-in-portfolio amounted to $24.7 billion as of March 31, 2012, compared with $25.0 billion as of December 31, 2011. Refer to Table F for a breakdown by loan categories. The decrease of $129 million in non-covered commercial loans held-in-portfolio from December 31, 2011 to March 31, 2012 was mostly associated with the Corporation’s U.S. mainland operations mainly due to pay-downs and charge-offs exceeding current year originations. The increase in mortgage loans held-in-portfolio was principally due to (i) loan repurchases under recourse credit agreements, (ii) loans purchased and originated at the Corporation’s Puerto Rico operations, and (iii) mortgage loan purchases at BPNA during the first quarter of 2012 of approximately $21 million. The decline in total covered loans of $127 million was principally due to collections.
• Deposits amounted to $27.2 billion as of March 31, 2011, compared with $27.9 billion as of December 31, 2011. Table F presents a breakdown of deposits by major categories. The decrease in demand deposits from December 31, 2011 to March 31, 2012 of $244 million was principally related to lower balance of deposits in trust by $561 million, partially offset by an increase in commercial accounts. The deposits in trust outstanding as of December 31, 2011 were of a short-term nature and were mostly associated with certain Puerto Rico government bond issuances. The decrease in time deposits was primarily at BPPR. These decreases were partially offset by an increase in savings, NOW and money market deposits, both from the retail and commercial sectors.
• The Corporation’s borrowings amounted to $4.7 billion as of March 31, 2012, compared with $4.3 billion as of December 31, 2011. The increase in borrowings was principally in short-term debt by approximately $455 million mostly associated with FHLB advances.

• Stockholders’ equity was $4.0 billion as of March 31, 2012, compared with $3.9 billion as of December 31, 2011. The increase was principally related to earnings retention. Refer to Table A for capital ratios and Table M for Non-GAAP reconciliations.

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; (v) 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; (vi) the performance of the stock and bond markets; (vii) competition in the financial services industry; (viii) possible legislative, tax or regulatory changes; (ix) the impact of the Dodd-Frank Act on our businesses, business practice and cost of operations; and (x) additional Federal Deposit Insurance Corporation assessments. 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, 2011, 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 37th by assets among U.S. banks. In the United States, Popular has established a community-banking franchise 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.

Financial Supplement follows