Fair Value

6 Months Ended

Jun. 30, 2016

NOTE 20 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows the fair value measurement framework under GAAP.

Fair Value Measurement

The fair value measurement framework defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This framework also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Money market investments

The fair value of money market investments is based on the carrying amounts reflected in the unaudited consolidated statements of financial condition as these are reasonable estimates of fair value given the short-term nature of the instruments.

Investment securities

The fair value of investment securities is based on quoted market prices, when available, or market prices provided by Interactive Data Corporation (“IDC”), an independent, well-recognized pricing company. Such securities are classified as Level 1 or Level 2 depending on the basis for determining fair value. If listed prices or quotes are not available, fair value is based upon externally developed models that use both observable and unobservable inputs depending on the market activity of the instrument, and such securities are classified as Level 3. At June 30, 2016 and December 31, 2015, the Company did not have investment securities classified as Level 3.

Derivative instruments

The fair value of the interest rate swaps is largely a function of the financial market’s expectations regarding the future direction of interest rates. Accordingly, current market values are not necessarily indicative of the future impact of derivative instruments on earnings. This will depend, for the most part, on the shape of the yield curve, the level of interest rates, as well as the expectations for rates in the future. The fair value of most of these derivative instruments is based on observable market parameters, which include discounting the instruments’ cash flows using the U.S. dollar LIBOR-based discount rates, and also applying yield curves that account for the industry sector and the credit rating of the counterparty and/or the Company.

Certain other derivative instruments with limited market activity are valued using externally developed models that consider unobservable market parameters. Based on their valuation methodology, derivative instruments are classified as Level 2 or Level 3. The Company has offered its customers certificates of deposit with an option tied to the performance of the S&P Index and uses equity indexed option agreements with major broker-dealers to manage its exposure to changes in this index. Their fair value is obtained through the use of an external based valuation that was thoroughly evaluated and adopted by management as its measurement tool for these options. The payoff of these options is linked to the average value of the S&P Index on a specific set of dates during the life of the option. The methodology uses an average rate option or a cash-settled option whose payoff is based on the difference between the expected average value of the S&P Index during the remaining life of the option and the strike price at inception. The assumptions, which are uncertain and require a degree of judgment, include primarily S&P Index volatility, forward interest rate projections, estimated index dividend payout, and leverage.

Servicing assets

Servicing assets do not trade in an active market with readily observable prices. Servicing assets are priced using a discounted cash flow model. The valuation model considers servicing fees, portfolio characteristics, prepayment assumptions, delinquency rates, late charges, other ancillary revenues, cost to service and other economic factors. Due to the unobservable nature of certain valuation inputs, the servicing rights are classified as Level 3.

Impaired Loans

Impaired loans are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in Accounting Standards Codification (“ASC”) 820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on the fair value of the collateral, which is derived from appraisals that take into consideration prices in observed transactions involving similar assets in similar locations, in accordance with the provisions of ASC 310-10-35 less disposition costs. Currently, the associated loans considered impaired are classified as Level 3.

Foreclosed real estate

Foreclosed real estate includes real estate properties securing residential mortgage and commercial loans. The fair value of foreclosed real estate may be determined using an external appraisal, broker price option or an internal valuation. These foreclosed assets are classified as Level 3 given certain internal adjustments that may be made to external appraisals.

Other repossessed assets

Other repossessed assets include repossessed automobiles. The fair value of the repossessed automobiles may be determined using internal valuation and an external appraisal. These repossessed assets are classified as Level 3 given certain internal adjustments that may be made to external appraisals.

Assets and liabilities measured at fair value on a recurring and non-recurring basis are summarized below:

	June 30, 2016
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
	(In thousands)
Recurring fair value measurements:
Investment securities available-for-sale	$	-	$	664,302	$	-	$	664,302
Trading securities		-		348		-		348
Money market investments		5,740		-		-		5,740
Derivative assets		-		1,739		187		1,926
Servicing assets		-		-		7,932		7,932
Derivative liabilities		-		(5,413)		(181)		(5,594)
	$	5,740	$	660,976	$	7,938	$	674,654
Non-recurring fair value measurements:
Impaired commercial loans	$	-	$	-	$	219,393	$	219,393
Foreclosed real estate		-		-		51,220		51,220
Other repossessed assets		-		-		3,866		3,866
	$	-	$	-	$	274,479	$	274,479

	December 31, 2015
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
	(In thousands)
Recurring fair value measurements:
Investment securities available-for-sale	$	-	$	974,609	$	-	$	974,609
Trading securities		-		288		-		288
Money market investments		4,699		-		-		4,699
Derivative assets		-		1,855		1,170		3,025
Servicing assets		-		-		7,455		7,455
Derivative liabilities		-		(6,162)		(1,095)		(7,257)
	$	4,699	$	970,590	$	7,530	$	982,819
Non-recurring fair value measurements:
Impaired commercial loans	$	-	$	-	$	235,767	$	235,767
Foreclosed real estate		-		-		58,176		58,176
Other repossessed assets		-		-		6,226		6,226
	$	-	$	-	$	300,169	$	300,169

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the quarters and six-month periods ended June 30, 2016 and 2015:

	Quarter Ended June 30, 2016
	Derivative				Derivative
	asset				liability
	(S&P				(S&P
	Purchased			Servicing	Embedded
Level 3 Instruments Only	Options)			assets	Options)		Total

Balance at beginning of period	$	772	$	7,819	$	(746)	$	7,845
Gains (losses) included in earnings		(585)		-		557		(28)
New instruments acquired		-		717		-		717
Principal repayments		-		(121)		-		(121)
Amortization		-		-		8		8
Changes in fair value of servicing assets		-		(483)		-		(483)
Balance at end of period	$	187	$	7,932	$	(181)	$	7,938

	Six-Month Period Ended June 30, 2016
	Derivative					Derivative
	asset					liability
	(S&P					(S&P
	Purchased			Servicing		Embedded
Level 3 Instruments Only	Options)			assets		Options)		Total

Balance at beginning of period	$	1,171	$	7,455	$	(1,095)	$	7,531
Gains (losses) included in earnings		(984)		-		886		(98)
New instruments acquired		-		1,275		-		1,275
Principal repayments		-		(225)		-		(225)
Amortization		-		-		28		28
Changes in fair value of servicing assets		-		(573)		-		(573)
Balance at end of period	$	187	$	7,932	$	(181)	$	7,938

	Quarter Ended June 30, 2015
	Derivative					Derivative
	asset					liability
	(S&P					(S&P
	Purchased			Servicing		Embedded
Level 3 Instruments Only	Options)			assets		Options)		Total

Balance at beginning of period	$	3,734	$	12,164	$	(3,617)	$	12,281
(Losses) included in earnings		(1,596)		-		1,517		(79)
Sale of mortgage servicing rights held-for-sale		-		(6,985)		-		(6,985)
Changes due to payments on loans		-		(313)		-		(313)
New instruments acquired		-		1,529		-		1,529
Changes in fair value related to price of MSRs held for sale		-		(835)		-		(835)
Amortization		-		-		56		56
Changes in fair value of servicing assets		-		231		-		231
Balance at end of period	$	2,138	$	5,791	$	(2,044)	$	5,885

During the quarters and six-month periods ended June 30, 2016 and 2015, there were purchases and sales of assets and liabilities measured at fair value on a recurring basis. There were no transfers into or out of Level 1 and Level 2 fair value measurements during such periods.

The table below presents quantitative information for all assets and liabilities measured at fair value on a recurring and non-recurring basis using significant unobservable inputs (Level 3) at June 30, 2016:

	June 30, 2016
	Fair Value		Valuation Technique	Unobservable Input	Range
	(In thousands)

Derivative assets (S&P Purchased Options)	$	187	Option pricing model	Implied option volatility	41.87%
				Counterparty credit risk (based on 5-year credit default swap ("CDS") spread)	79.96%-89.03%
Servicing assets	$	7,932	Cash flow valuation	Constant prepayment rate	4.41% - 11.40%
				Discount rate	10.00% - 12.00%
Derivative liability (S&P Embedded Options)	$	(181)	Option pricing model	Implied option volatility	41.87%
				Counterparty credit risk (based on 5-year CDS spread)	79.96%-89.03%
Collateral dependant impaired loans	$	28,558	Fair value of property or collateral	Appraised value less disposition costs	29.20% - 43.20%

Puerto Rico Electric Power Authority line of credit, net	$	183,020	Cash flow valuation	Discount rate	7.25%

Other non-collateral dependant impaired loans	$	7,814	Cash flow valuation	Discount rate	4.25%-10.50%

Foreclosed real estate	$	51,220	Fair value of property or collateral	Appraised value less disposition costs	29.20% - 43.20%

Other repossessed assets	$	3,866	Fair value of property or collateral	Appraised value less disposition costs	29.20% - 43.20%

Information about Sensitivity to Changes in Significant Unobservable Inputs

Other debt securities – The significant unobservable inputs used in the fair value measurement of one of the Company’s other debt securities are indicative comparable pricing, option adjusted spread (“OAS”), yield to maturity, and spread to maturity. Significant changes in any of those inputs in isolation would result in a significantly different fair value measurement. Generally, a change in the assumption used for indicative comparable pricing is accompanied by a directionally opposite change in the assumption used for OAS and a directionally, although not equally proportional, opposite change in the assumptions used for yield to maturity and spread to maturity.

Derivative asset (S&P Purchased Options) – The significant unobservable inputs used in the fair value measurement of the Company’s derivative assets related to S&P purchased options are implied option volatility and counterparty credit risk. Significant changes in any of those inputs in isolation would result in a significantly different fair value measurement. Generally, a change in the assumption used for implied option volatility is not necessarily accompanied by directionally similar or opposite changes in the assumption used for counterparty credit risk.

Servicing assets – The significant unobservable inputs used in the fair value measurement of the Company’s servicing assets are constant prepayment rates and discount rates. Changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or offset the sensitivities. Mortgage banking activities, a component of total banking and financial service revenue in the consolidated statements of operations, include the changes from period to period in the fair value of the mortgage loan servicing rights, which may result from changes in the valuation model inputs or assumptions (principally reflecting changes in discount rates and prepayment speed assumptions) and other changes, including changes due to collection/realization of expected cash flows.

Derivative liability (S&P Embedded Options) – The significant unobservable inputs used in the fair value measurement of the Company’s derivative liability related to S&P purchased options are implied option volatility and counterparty credit risk. Significant changes in any of those inputs in isolation would result in a significantly different fair value measurement. Generally, a change in the assumption used for implied option volatility is not necessarily accompanied by directionally similar or opposite changes in the assumption used for counterparty credit risk.

Fair Value of Financial Instruments

The information about the estimated fair value of financial instruments required by GAAP is presented hereunder. The aggregate fair value amounts presented do not necessarily represent management’s estimate of the underlying value of the Company.

The estimated fair value is subjective in nature, involves uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could affect these fair value estimates. The fair value estimates do not take into consideration the value of future business and the value of assets and liabilities that are not financial instruments. Other significant tangible and intangible assets that are not considered financial instruments are the value of long-term customer relationships of retail deposits, and premises and equipment.

The estimated fair value and carrying value of the Company’s financial instruments at June 30, 2016 and December 31, 2015 is as follows:

	June 30,				December 31,
	2016				2015
	Fair		Carrying		Fair		Carrying
	Value		Value		Value		Value
	(In thousands)
Level 1
Financial Assets:
Cash and cash equivalents	$	517,048	$	517,048	$	536,709	$	536,709
Restricted cash		3,030		3,030		3,349		3,349
Level 2
Financial Assets:
Trading securities		348		348		288		288
Investment securities available-for-sale		664,302		664,302		974,609		974,609
Investment securities held-to-maturity		643,530		635,399		614,679		620,189
Federal Home Loan Bank (FHLB) stock		19,838		19,838		20,783		20,783
Other investments		3		3		3		3
Derivative assets		1,739		1,739		1,855		1,855
Financial Liabilities:
Derivative liabilities		5,413		5,413		6,162		6,162
Level 3
Financial Assets:
Total loans (including loans held-for-sale)		4,163,769		4,373,617		4,101,219		4,434,213
Derivative assets		187		187		1,170		1,170
FDIC indemnification asset		11,064		18,426		17,786		22,599
Accrued interest receivable		20,009		20,009		20,637		20,637
Servicing assets		7,932		7,932		7,455		7,455
Accounts receivable and other assets		42,243		42,243		42,786		42,786
Financial Liabilities:
Deposits		4,633,864		4,643,873		4,705,878		4,715,764
Securities sold under agreements to repurchase		630,933		626,109		955,859		934,691
Advances from FHLB		308,583		306,480		335,812		332,476
Other borrowings		2,599		1,753		2,593		1,734
Subordinated capital notes		98,944		102,983		94,940		102,633
Accrued expenses and other liabilities		88,930		88,930		92,935		92,935
Derivative liabilities embedded in deposits		181		181		1,095		1,095

The following methods and assumptions were used to estimate the fair values of significant financial instruments at June 30, 2016 and December 31, 2015:

• Cash and cash equivalents (including money market investments and time deposits with other banks), restricted cash, accrued interest receivable, accounts receivable and other assets and accrued expenses and other liabilities have been valued at the carrying amounts reflected in the consolidated statements of financial condition as these are reasonable estimates of fair value given the short-term nature of the instruments.

• Investments in FHLB-NY stock are valued at their redemption value.

• The fair value of investment securities, including trading securities and other investments, is based on quoted market prices, when available or prices provided from contracted pricing providers, or market prices provided by recognized broker-dealers. If listed prices or quotes are not available, fair value is based upon externally developed models that use both observable and unobservable inputs depending on the market activity of the instrument.

• The fair value of the FDIC indemnification asset represents the present value of the net estimated cash payments expected to be received from the FDIC for future losses on covered assets based on the credit assumptions on estimated cash flows for each covered asset and the loss sharing percentages. The ultimate collectability of the FDIC indemnification asset is dependent upon the performance of the underlying covered loans, the passage of time and claims paid by the FDIC which are impacted by the Bank’s adherence to certain guidelines established by the FDIC.

• The fair value of servicing asset is estimated by using a cash flow valuation model which calculates the present value of estimated future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount rates, servicing costs, and other economic factors, which are determined based on current market conditions.

• The fair values of the derivative instruments are provided by valuation experts and counterparties. Certain derivatives with limited market activity are valued using externally developed models that consider unobservable market parameters. The Company has offered its customers certificates of deposit with an option tied to the performance of the S&P Index, and uses equity indexed option agreements with major broker-dealers to manage its exposure to changes in this index. Their fair value is obtained through the use of an external based valuation that was thoroughly evaluated and adopted by management as its measurement tool for these options. The payoff of these options is linked to the average value of the S&P Index on a specific set of dates during the life of the option. The methodology uses an average rate option or a cash-settled option whose payoff is based on the difference between the expected average value of the S&P Index during the remaining life of the option and the strike price at inception. The assumptions, which are uncertain and require a degree of judgment, include primarily S&P Index volatility, forward interest rate projections, estimated index dividend payout, and leverage.

• Fair value of derivative liabilities, which include interest rate swaps and forward-settlement swaps, are based on the net discounted value of the contractual projected cash flows of both the pay-fixed receive-variable legs of the contracts. The projected cash flows are based on the forward yield curve, and discounted using current estimated market rates.

• The fair value of the loan portfolio (including loans held-for-sale) is estimated by segregating by type, such as mortgage, commercial, consumer, auto and leasing. Each loan segment is further segmented into fixed and adjustable interest rates and by performing and non-performing categories. The fair value of performing loans is calculated by discounting contractual cash flows, adjusted for prepayment estimates (voluntary and involuntary), if any, using estimated current market discount rates that reflect the credit and interest rate risk inherent in the loan. This fair value is not currently an indication of an exit price as that type of assumption could result in a different fair value estimate. Non-performing loans have been valued at the carrying amounts.

• The fair value of demand deposits and savings accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is based on the discounted value of the contractual cash flows, using estimated current market discount rates for deposits of similar remaining maturities.

• The fair value of long-term borrowings, which include securities sold under agreements to repurchase, advances from FHLB-NY, other borrowings, and subordinated capital notes, is based on the discounted value of the contractual cash flows using current estimated market discount rates for borrowings with similar terms, remaining maturities and put dates.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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