8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2018

POPULAR, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico	001-34084	66-0667416
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)
209 Munoz Rivera Avenue Hato Rey, Puerto Rico		00918
(Address of principal executive offices)		(Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure

Popular, Inc. is furnishing information regarding its conference call to discuss its financial results for the quarter ended September 30, 2018. A copy of the presentation to be used by Popular, Inc. on the conference call is attached hereto as Exhibit 99.1.

Popular, Inc. does not intend for this Item 7.01 or Exhibit 99.1 to be treated as “filed” under the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

The following exhibit shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Exhibit 99.1-Popular, Inc. Conference Call Presentation – Third Quarter 2018 Financial Results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		POPULAR, INC.
		(Registrant)
Date: October 24, 2018	By:	/s/ Jorge J. García
		Jorge J. García Senior Vice President and Corporate Comptroller

EX-99.1

Exhibit 99.1

Investor

Presentation

Third Quarter

2018

This presentation contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation

Reform

Act

of

1995,

including

without

limitation

those

about

Popular’s

business,

financial

condition,

results

of

operations, plans, objectives, and future performance. These statements are not guarantees of future performance, are

based on management’s current expectations and, by their nature, involve risks, uncertainties, estimates and

assumptions. Potential factors, some of which are beyond the Corporation’s control, could cause actual results to differ

materially from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include

without limitation the effect of competitive and economic factors, and our reaction to those factors, the adequacy of the

allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes, capital market

conditions, capital adequacy and liquidity, the effect of legal proceedings and new accounting standards on the

Corporation’s financial condition and results of operations, the impact of Hurricanes Irma and Maria on us, our ability to

successfully integrate the auto finance business acquired from Wells Fargo & Company, as well as the unexpected costs,

including, without limitation, costs due to exposure to any unrecorded liabilities or issues not identified during due

diligence investigation of the business or that are not subject to indemnification or reimbursement, and risks that the

business may suffer as a result of the transaction, including due to adverse effects on relationships with customers,

employees and service providers.

All statements contained herein that are not clearly historical in nature, are forward-

looking, and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar

expressions, and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar

expressions, are generally intended to identify forward-looking statements.

More information on the risks and important factors that could affect the Corporation’s future results and financial

condition is included in our Annual Report on Form 10-K for the year ended December 31, 2017, our Quarterly Report on

Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, and  our Form 10-Q for the quarter

ended

September 30, 2018 to be filed with the SEC. Our filings are available on the Corporation’s website

(www.popular.com) and on the Securities and Exchange Commission website (www.sec.gov). The Corporation assumes

no

obligation

to

update

or

revise

any

forward-looking

statements

or

information

which

speak

as

of

their

respective

dates.

Cautionary Note Regarding Forward-Looking Statements

2

•

NPLs decreased by $11 million QoQ; ratio at 2.4%

•

NCO ratio increased to 1.00% from 0.95% in the previous quarter

Credit

Metrics

•

Net income of $140.6 million

•

Strong margins: Popular, Inc. 4.07%, BPPR 4.35%

Earnings

•

Robust capital; Common Equity Tier 1 Capital ratio of 16.2%

•

Tangible book value per share of $44.62 compared to $44.78 in Q2

2018

Capital

•

Acquired Wells Fargo’s auto finance business in P.R. (“Reliable”); net

income contribution of $12 million for the quarter

•

Executed previously announced capital actions

•

Issued $300 million of senior debt with a 2023 maturity and a coupon

of 6.125%

•

Called $450 million of senior debt with a 2019 maturity and a coupon

of  7%

Quarter

Events

Q3 2018 Highlights

3

Reliable Transaction Overview

•

Acquired

$1.6

billion

in

retail

auto

loans

and

$341

million

in

commercial loans at a 4.5% discount

Portfolio

•

Average loan rate for the quarter of 7.3% and effective yield of 12%,

including discount amortization

Yield

•

Original estimate of $36 million in net income for the first twelve

months, excluding servicing fees and transaction related costs

•

Revised estimate of approximately $55 million in net income for 2019,

including servicing income and conversion costs

•

Approximately $40 million in operating expenses for 2019

Financial

Performance

•

Acquisition treated as a business combination for accounting purposes

•

$60 million goodwill recorded as a result of the transaction

Goodwill /

Purchase

Accounting

4

Financial Summary (GAAP)

1

1

See slide 6 for Q2 2018 adjusted Non-GAAP results

5

(Unaudited)

($ in thousands)

Q3 2018

Q2 2018

Net interest income

451,469

$            

414,136

$         

37,333

$    

Service charges on deposits

38,147

37,102

1,045

Other service fees

64,316

62,876

1,440

Mortgage banking activities

11,269

10,071

1,198

Adjustments (expense) to indemnity reserves on loans sold

(3,029)

(527)

(2,502)

FDIC loss-share income

-

102,752

(102,752)

Other non-interest income

40,318

22,535

17,783

Gross revenues

602,490

648,945

(46,455)

Provision for loan losses

54,387

60,054

(5,667)

Net revenues

548,103

588,891

(40,788)

Personnel costs

139,757

124,332

15,425

Professional fees

83,860

93,903

(10,043)

Business promotion

15,478

16,778

(1,300)

OREO expenses

7,950

6,947

1,003

Other operating expenses

118,392

95,708

22,684

Total operating expenses

365,437

337,668

27,769

Income before income tax

182,666

251,223

(68,557)

Income tax expense (benefit)

42,018

(28,560)

70,578

Net income

140,648

$            

279,783

$         

(139,135)

$ 

Variance

GAAP Reconciliation

6

1

Refer to the Company's Q3 2018 earnings release for more detailed information

(Unaudited)

($ in thousands)

Pre-tax

Impact on

net income

U.S. GAAP Net income

279,783

$ 

Non-GAAP Adjustments

1

:

Termination of FDIC Shared-Loss Agreements

(94,633)

$

45,059

$

(49,574)

Tax Closing Agreement

-

(108,946)

(108,946)

Adjusted net income (Non-GAAP)

121,263

$ 

Q2 2018

Income tax

effect

7

Popular, Inc.

(%)

•

Robust capital levels; Common Equity Tier 1 of 16.2%

•

Tangible book value per share of $44.62 compared to $44.78 in Q2 2018

•

Entered into a $125 million accelerated share repurchase transaction

•

Redeemed $53 million of Trust Preferred Securities

Capital

Note: Estimated for the current period

17.5

17.5

20.4

9.8

16.2

16.2

18.8

9.6

Common Equity Tier 1

Capital

Tier 1 Risk-Based Capital

Total Risk-Based Capital

Tier 1 Leverage

Q2 2018

Q3 2018

8

Municipalities

Obligations

of

municipalities

are

backed

by

real

and

personal

property

taxes,

municipal

excise

taxes,

and/or

a

percentage

of

the

sales

and

use

tax.

Indirect

exposure

includes

loans

or

securities

that

are

payable

by

non-governmental

entities,

but

which

carry

a

government

guarantee

to

cover

any

shortfall

in

collateral

in

the

event

of

borrower

default.

Majority

are

single-family

mortgage

related.

Indirect Exposure

The Corporation has no direct exposure to debt of the P.R. central government or its public corporations. Our

direct exposure to P.R. municipalities is $458 million, decreasing by $23 million QoQ, due to principal repayments.

P.R. Public Sector Exposure

Outstanding P.R. government exposure

($ in millions)

Loans

Securities

Total

Municipalities

413

$                   

45

$          

458

$              

Indirect Exposure

323

$                   

51

$          

374

$              

9

Highlights

•

NPAs

decreased

by

$19

million

QoQ

•

NPLs

decreased

by

$11

million

QoQ

P.R.

NPLs

at

$581

million,

or

2.9%

of

loans,

down

by

$9

million,

mainly

driven

by:

-

lower

mortgage

NPLs

of

$24

million,

primarily

due

to

lower

inflows,

offset

by

-

higher

P.R.

consumer

NPLs

of

$8

million

related

to

the

Reliable

acquisition

-

higher

commercial

NPLs

of

$8

million,

driven

by

a

single

borrower

of

$16

million

U.S.

NPLs

at

$52

million,

or

0.8%

of

loans,

down

by

$2

million

QoQ

•

OREOs

down

by

$8

million

QoQ,

driven

by

sales

activity,

in

part

offset

by

the

resumption

of

foreclosure

activity

after

the

hurricanes

Non-Performing Assets

($ in millions)

Non-Performing Assets

Differences due to rounding

Non-Performing Loans

(excluding covered loans for prior periods)

($ in millions)

$771

$1,203

$2,276

$1,572

$1,738

$1,425

$598

$630

$602

$558

$551

$607

$643

$632

2.8%

4.7%

9.6%

7.6%

8.4%

6.8%

2.8%

3.3%

2.7%

2.5%

2.3%

2.5%

2.6%

2.4%

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Q1 18

Q2 18

Q3 18

Mortgage

Commercial & Construction

Other

NPL/Loans (HIP)

$852

$1,293

$2,402

$2,489

$2,365

$2,002

$932

$933

$843

$774

$743

$779

$785

$766

1.9%

3.3%

6.9%

6.4%

6.3%

5.5%

2.6%

2.8%

2.4%

2.0%

1.7%

1.7%

1.7%

1.6%

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

Q1 18

Q2 18

Q3 18

NPLs

OREOs

NPL HFS

NPAs/Total Assets

10

NPL Inflows

Total NPL Inflows 

($ in millions)

Highlights

•

Total

NPL

inflows

down

by

$108

million

QoQ

P.R.

mortgage

inflows

down

$59

million,

significantly

lower

than

pre-hurricane

levels,

reflective

of

lower

early

delinquencies

post-moratorium

P.R.

commercial

inflows

down

by

$31

million,

driven

by

the

impact

of

two

large

customers

with

an

aggregate

amount

of

$46

million

in

the

previous

quarter

U.S.

construction

inflows

down

by

$18

million,

driven

by

a

single

borrower,

in

the

previous

quarter

Mortgage NPL Inflows 

($ in millions)

Commercial, Construction and Legacy NPL Inflows

($ in millions)

Beginning in Q2 2018 figures include loans previously classified as covered

Differences due to rounding

16

12

23

9

9

6

6

6

9

9

4

24

6

185

103

101

106

101

94

116

95

105

25

128

158

68

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

U.S. Inflows

P.R. Inflows

6

7

7

7

7

5

5

5

5

7

3

4

4

94

85

79

80

87

76

82

82

97

2

108

104

44

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

U.S. Inflows

P.R. Inflows

11

5

16

3

2

2

1

1

4

2

1

20

2

91

18

22

26

14

17

34

14

8

23

19

54

24

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

U.S. Inflows

P.R. Inflows

11

NCOs and NCO-to-Loan Ratio

($ in millions)

Provision and Provision-to-NCO Ratio

($ in millions)

Highlights

•

Net

charge-offs

(NCOs)

increased

by

$6

million,

driven

by

higher

P.R.

mortgage

and

consumer

NCOs

of

$10

million

and

$9

million,

respectively,

mostly

due

to

post-moratorium

effects,

offset

by

lower

commercial

NCOs

of

$14

million,

mostly

related

to

higher

taxi

medallion

charge-offs

in

the

previous

quarter

NCO

ratio

at

1.00%

vs.

0.95%

in

Q2

2018

•

Allowance

for

loan

and

lease

losses

(ALLL)

decreased

by

$9

million

QoQ

P.R.

ALLL

decreased

by

$7

million.

ALLL-to-Loans

ratio

at

2.39%

vs.

2.61%

in

Q2

2018

ALLL-to-NPL

stood

at

100%,

flat

QoQ

•

Provision

decreased

by

$6

million

from

Q2

2018

P.R.

provision

up

by

$7

million

U.S.

provision

down

by

$13

million

Provision-to-NCO

ratio

of

85.4%,

compared

to

104.2%

in

Q2

2018

Beginning in Q2 2018 figures include loans previously classified as covered

Differences due to rounding

ALLL, ALLL-to-NCO and ALLL-to-NPL Ratios

($ in millions)

Additional Credit Metrics

46

83

42

35

35

56

36

57

53

94

53

58

64

8

-5

0.83%

1.00%

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

NCO

Loan Sales Write-downs/(recoveries)

NCO%

59

47

48

45

43

41

42

50

158

70

69

60

54

10

11

-5

0

128%

85%

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

Q3 15

Q4 15

Q1 16

Q2 16

Q3 16

Q4 16

Q1 17

Q2 17

Q3 17

Q4 17

Q1 18

Q2 18

Q3 18

PLLL

Loan Sales PLLL

PLLL/NCO

12

Driving Shareholder Value

Capital

•

Robust capital with Common Equity Tier 1 Capital of 16.2%

•

Tangible book value per share of $44.62

•

Executed capital actions

Earnings

•

Franchise in P.R. uniquely positioned to take advantage of

improving economic trends

•

Acquisition of Reliable’s

auto finance business

Additional Value

•

Investment in Evertec and Banco BHD León

Investor

Presentation

Third Quarter

2018

Appendix

Industry

Financial services

Headquarters

San Juan, Puerto Rico

Assets

$48 billion (among top

50 BHCs in the U.S.)

Loans

$27 billion

Deposits

$40

billion

Banking branches

164 in Puerto Rico, 51 in

the U.S. and 9 in the 

Virgin Islands

NASDAQ ticker symbol

BPOP

Market Cap

$5

billion

14

Banco Popular

de Puerto Rico

Popular Auto,

LLC

Popular

Securities LLC

Popular’s

Insurance

Subsidaries

Popular North

America, Inc.

Popular

Bank

1

Holding

Companies

(Including Equity

Investments)

Franchise

Summary Corporate Structure

Assets = $38 billion

Assets = $9

billion

Puerto Rico Operations

United States Operations

Assets = $48 billion

Corporate Structure –

Popular, Inc. 

Information as of September 30, 2018

¹ Doing business as Popular

Selected equity investments

EVERTEC and  Banco BHD León under Corporate segment and joint ventures under BPPR segment

•

Transaction processing,

business processes        

outsourcing

•

16.03% stake

•

Adjusted EBITDA of  $54

million for the quarter

ended June 30, 2018

•

Dominican

Republic bank

•

15.84% stake

•

2017 net

income of $164

million

•

Construction and

commercial loans vehicle

•

24.9% stake

•

Construction, commercial

loans and OREOs vehicle

•

24.9% stake

PRLP 2011 Holdings, LLC

PR Asset Portfolio 2013-1

International, LLC

De-Risked Loan Portfolios

•

The

Corporation

has

de-risked

its

loan

portfolios

by

reducing

its

exposure

to

asset

classes

with

historically

high

loss

content

•

The

P.R.

commercial

portfolio

reductions

include:

Commercial

portfolio,

including

construction,

has

decreased

from

55%

of

total

loans

held-in-

portfolio

to

38%

Construction

portfolio

is

down

by

94%

since

Q4

2007

SME

lending

is

down

by

55%

from

Q4

2007

•

Collateralized

exposure

now

represents

a

larger

portion

of

consumer

loan

portfolio

•

Unsecured

loan

credit

quality

has

improved

as

overall

FICO

scores

have

increased

15

Differences due to rounding

($

in

millions)

Highlights

1

Small and Medium Enterprise

2

NCOs distribution represents the percentage allocation of net charge-offs from Q1 2008 through Q3 2018 per each loan category,

excluding net charge-offs from previously covered loans up to Q2 2015.

NCOs

($mm)

(%)

($mm)

(%)

($mm)

(%)

Distribution

CRE SME

$2,938

33%

$1,628

22%

($1,310)

-45%

27%

C&I SME

2,287

25%

735

10%

(1,552)

-68%

28%

C&I Corp

1,592

18%

2,430

32%

838

53%

6%

Construction

1,231

14%

78

1%

(1,153)

-94%

33%

CRE Corp

892

10%

2,466

33%

1,574

176%

5%

Multifamily

64

1%

148

2%

84

132%

1%

Total

$9,004

$7,485

($1,519)

-17%

100%

P.R. Commercial & Construction Distribution

Q4 2007

Q3 2018

Variance

1

1

1

2

$ in millions

Q4 2007

Q3 2018

Q4 2007

Q3 2018

Q4 2007

Q3 2018

Variance

Commercial

$7,774

$7,407

$4,515

$4,586

$12,288

$11,994

($295)

Consumer

3,552

4,903

1,698

437

5,249

5,340

91

Mortgage

2,933

6,531

3,139

773

6,071

7,304

1,233

Construction

1,231

78

237

866

1,468

943

(525)

Leases

814

904

-

-

814

904

89

Legacy

-

-

2,130

28

2,130

28

(2,102)

Total

$16,304

$19,823

$11,718

$6,689

$28,021

$26,512

($1,509)

Loan Composition (Held-in Portfolio)

P.R.

U.S.

Total

16

Business Segments (GAAP)

¹ Non-fully taxable equivalent

(Unaudited)

($ in millions)

Financial Results

Q3 2018

Q2 2018

Variance

Q3 2018

Q2 2018

Variance

Net interest income

389

$    

353

$    

36

$        

76

$      

76

$      

-

$     

Non-interest income

136

220

(84)

6

5

1

Gross revenues

525

573

(48)

82

81

1

Provision for loan losses

52

44

8

3

16

(13)

Operating expenses

296

268

28

47

48

(1)

Income before income tax

177

261

(84)

32

17

15

Income tax expense (benefit)

39

(24)

63

10

4

6

Net income

138

$    

285

$    

(147)

$    

22

$      

13

$      

9

$        

($ in millions)

Balance Sheet Highlights

Total assets

38,339

$

37,883

$

456

$      

9,389

$ 

9,469

$ 

(80)

$     

Total loans

19,836

18,082

1,754

6,689

6,561

128

Total deposits

33,453

32,704

749

7,006

7,058

(52)

Asset Quality

(including covered assets)

Q3 2018

Q2 2018

Variance

Q3 2018

Q2 2018

Variance

Non-performing loans held-in-portfolio / Total

loans

2.93%

3.26%

(0.33)%

0.77%

0.81%

(0.04)%

Non-performing assets / Total assets

1.85%

1.92%

(0.07)%

0.58%

0.60%

(0.02)%

Allowance for loan losses / Total loans

2.82%

3.14%

(0.32)%

1.10%

1.16%

(0.06)%

Net interest margin¹

4.35%

4.07%

0.28%

3.50%

3.47%

0.03%

BPPR

Popular U.S.

Q3 2018

Q2 2018

Variance

Q3 2018

Q2 2018

Variance

Consolidated Credit Summary

17

1

Beginning in Q2 2018 figures include loans previously classified as covered

Differences due to rounding

$ in millions

Q3 18

Q2 18

1

Q1 18

Q4 17

Q3 17

Loans Held in Portfolio (HIP)

$26,512

$24,609

$24,088

$24,293

$23,173

Performing HFS

$52

$74

$78

$132

$69

NPL HFS

$0

$0

$0

$0

$0

Total Non Covered Loans

26,564

$  

24,682

$  

24,166

$  

24,425

$  

23,242

$  

Non-performing loans (NPLs)

$632

$643

$607

$551

$586

Commercial

$173

$165

$158

$165

$165

Construction

$20

$20

$4

$0

$0

Legacy

$3

$4

$3

$3

$3

Mortgage

$361

$385

$370

$322

$352

Consumer

$73

$66

$68

$58

$62

Leases

$3

$4

$4

$3

$3

NPLs HIP to loans HIP

2.39%

2.61%

2.52%

2.27%

2.53%

Net charge-offs (NCOs)

$64

$58

$53

$94

$53

Commercial

$4

$18

$11

$39

$4

Construction

($0)

($0)

($0)

$0

($0)

Legacy

($1)

($0)

($0)

($1)

($0)

Mortgage

$22

$12

$13

$24

$17

Consumer

$37

$27

$27

$28

$31

Leases

$2

$1

$2

$3

$1

Write-downs/(recoveries)

NCOs to average loans HIP

1.00%

0.95%

0.90%

1.61%

0.92%

Provision for loan losses (PLL)

$54

$60

$69

$70

$158

PLL to average loans HIP

0.85%

0.99%

1.18%

1.21%

2.75%

PLL to NCOs

0.85x

1.04x

1.32x

0.75x

2.97x

Allowance for loan losses (ALL)

$634

$643

$607

$590

$614

ALL to loans HIP

2.39%

2.61%

2.52%

2.43%

2.65%

ALL to NPLs HIP

100.19%

99.97%

100.03%

107.12%

104.77%

Popular, Inc. Credit Ratings

18

Our senior unsecured ratings have remained stable

Moody’s

B2

Stable Outlook

Fitch

BB-

Stable Outlook

S&P

BB-

Negative Outlook

February

Moody’s

changes 

outlook to 

stable  from

negative

April

S&P upgrades

to BB-

from B+

revised outlook

to stable

2017

February

S&P placed BPOP on

credit watch negative

due to the general

economic

environment in

Puerto Rico

2015

May

Moody’s, as part of a

recalibration of their

bank rating model,

upgraded BPOP from

B2 to B1 with a stable

outlook

July

On 7/10 S&P

affirmed BPOP’s

rating while

maintaining a

negative outlook

March

Moody’s placed

BPOP on review

for possible

upgrade due to a

change in their

bank rating

methodology

September

Moody’s

downgraded BPOP

to B2; outlook

negative

2016

April

S&P revised

outlook to

positive

October

Fitch and S&P

change outlook

to  negative

from stable

2018

May

Fitch revised

outlook to

stable

Investor

Presentation

Third Quarter

2018