OFG 10-Q Quarterly Report Sept. 30, 2016 | Alphaminr

OFG 10-Q Quarter ended Sept. 30, 2016

OFG BANCORP
10-Ks and 10-Qs
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
PROXIES
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
10-Q 1 ofg10q9302016.htm FORM 10-Q UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 001-12647

OFG Bancorp

Incorporated in the Commonwealth of Puerto Rico, IRS Employer Identification No. 66-0538893

Principal Executive Offices :

254 Muñoz Rivera Avenue

San Juan, Puerto Rico 00918

Telephone Number: (787) 771-6800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer Accelerated Filer ý Non-Accelerated Filer Smaller Reporting Company (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x

Number of shares outstanding of the registrant’s common stock, as of the latest practicable date:

43,913,719  common shares ($1.00 par value per share) outstanding as of October 31, 2016


TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Page

Item 1.

Financial Statements

Unaudited Consolidated Statements of Financial Condition

1

Unaudited Consolidated Statements of Operations

2

Unaudited Consolidated Statements of Comprehensive Income (Loss)

3

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

4

Unaudited Consolidated Statements of Cash Flows

5

Notes to Unaudited Consolidated Financial Statements

Note 1 – Organization, Consolidation and Basis of Presentation

7

Note 2 – Restricted Cash

8

Note 3 – Investment Securities

8

Note 4 – Loans

15

Note 5 – Allowance for Loan and Lease Losses

41

Note 6 – FDIC Indemnification Asset, True-Up Payment Obligation, and FDIC                                         Shared-Loss Expense

51

Note 7 – Derivatives

53

Note 8 – Accrued Interest Receivable and Other Assets

55

Note 9 – Deposits and Related Interest

56

Note 10 – Borrowings and Related Interest

57

Note 11 – Offsetting of  Financial Assets and Liabilities

60

Note 12 – Related Party Transactions

61

Note 13 – Income Taxes

62

Note 14 – Regulatory Capital Requirements

63

Note 15 – Stockholders’ Equity

65

Note 16 – Accumulated Other Comprehensive Income

66

Note 17 – Earnings (Loss) per Common Share

69

Note 18 – Guarantees

69

Note 19 – Commitments and Contingencies

71

Note 20 – Fair Value of Financial Instruments

73

Note 21 – Business Segments

82

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

85

Critical Accounting Policies and  Estimates

85

Overview of Financial Performance:

86

Selected Financial Data

86

Financial Highlights of the Third Quarter of 2016

88

Analysis of Results of Operations

89

Analysis of Financial Condition

106

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

131

Item 4.

Controls and Procedures

135

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

136

Item 1A.

Risk Factors

136

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

136

Item 3.

Default upon Senior Securities

136

Item 4.

Mine Safety Disclosures

136

Item 5.

Other Information

136

Item 6.

Exhibits

137

SIGNATURES

138

EXHIBIT INDEX


FORWARD-LOOKING STATEMENTS

The information included in this quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may relate to the financial condition, results of operations, plans, objectives, future performance and business of OFG Bancorp (“we,” “our,” “us” or the “Company”), including, but not limited to, statements with respect to the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes, capital markets conditions, capital adequacy and liquidity, and the effect of legal proceedings and new accounting standards on the Company’s financial condition and results of operations. 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.

These statements are not guarantees of future performance and involve certain risks, uncertainties, estimates and assumptions by management that are difficult to predict. Various factors, some of which by their nature are beyond the Company’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Factors that might cause such a difference include, but are not limited to:

· additional credit defaults or a restructuring by the Commonwealth of Puerto Rico or any of its agencies, municipalities or instrumentalities;

· possible legislative, tax or regulatory changes;

· the rate of growth in the economy and employment levels, as well as general business and economic conditions;

· the relative strength or weakness of the consumer and commercial credit sectors and of the real estate market in

Puerto Rico;

· competition in the financial services industry;

· the fiscal and monetary policies of the federal government and its agencies;

· changes in interest rates, as well as the magnitude of such changes;

· changes in federal bank regulatory and supervisory policies, including required levels of capital;

· the impact of the industry regulations on the Company’s businesses, business practices and cost of operations;

· the performance of the securities markets; and

· additional Federal Deposit Insurance Corporation (“FDIC”) assessments.

Other possible events or factors that could cause results or performance to differ materially from those expressed in these forward-looking statements include the following: negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of non-performing assets, charge-offs and provision expense; changes in interest rates and market liquidity which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; adverse movements and volatility in debt and equity capital markets; changes in market rates and prices which may adversely impact the value of financial assets and liabilities; liabilities resulting from litigation and regulatory investigations; changes in accounting standards, rules and interpretations; increased competition; the Company’s ability to grow its core businesses; decisions to downsize, sell or close units or otherwise change the Company’s business mix; and management’s ability to identify and manage these and other risks.

All forward-looking statements included in this quarterly report on Form 10-Q are based upon information available to the Company as of the date of this report, and other than as required by law, including the requirements of applicable securities laws, the Company assumes no obligation to update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

ITEM 1. FINANCIAL STATEMENTS


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF SEPTEMBER 30, 2016 AND DECEMBER 31, 2015

September 30,

December 31,

2016

2015

(In thousands)

ASSETS

Cash and cash equivalents:

Cash and due from banks

$

503,805

$

532,010

Money market investments

5,460

4,699

Total cash and cash equivalents

509,265

536,709

Restricted cash

3,030

3,349

Investments:

Trading securities, at fair value, with amortized cost of $667 (December 31, 2015 - $667)

380

288

Investment securities available-for-sale, at fair value, with amortized cost of $623,994 (December 31, 2015 - $955,646)

642,683

974,609

Investment securities held-to-maturity, at amortized cost, with fair value of $650,023 (December 31, 2015 - $614,679)

641,890

620,189

Federal Home Loan Bank (FHLB) stock, at cost

12,712

20,783

Other investments

3

3

Total investments

1,297,668

1,615,872

Loans:

Mortgage loans held-for-sale, at lower of cost or fair value

26,362

13,614

Other loans held-for-sale, at lower of cost or fair value

123,137

-

Loans, net of allowance for loan and lease losses of $119,012 (December 31, 2015 - $234,132)

4,149,466

4,420,599

Total loans

4,298,965

4,434,213

Other assets:

FDIC indemnification asset

16,670

22,599

Foreclosed real estate

45,740

58,176

Accrued interest receivable

17,966

20,637

Deferred tax asset, net

131,061

145,901

Premises and equipment, net

71,105

74,590

Customers' liability on acceptances

18,043

14,582

Servicing assets

8,393

7,455

Derivative assets

1,503

3,025

Goodwill

86,069

86,069

Other assets

86,635

75,972

Total assets

$

6,592,113

$

7,099,149

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:

Demand deposits

$

2,012,255

$

1,862,572

Savings accounts

1,184,081

1,179,229

Time deposits

1,558,435

1,675,950

Total deposits

4,754,771

4,717,751

Borrowings:

Securities sold under agreements to repurchase

658,232

934,691

Advances from FHLB

105,944

332,476

Subordinated capital notes

36,083

102,633

Other borrowings

40

1,734

Total borrowings

800,299

1,371,534

Other liabilities:

Derivative liabilities

4,306

6,162

Acceptances executed and outstanding

18,043

14,582

Accrued expenses and other liabilities

89,760

92,043

Total liabilities

5,667,179

6,202,072

Commitments and contingencies (See Note 19)

Stockholders’ equity:

Preferred stock; 10,000,000 shares authorized;

1,340,000 shares of Series A, 1,380,000 shares of Series B, and 960,000 shares of Series D

issued and outstanding, (December 31, 2015 - 1,340,000 shares; 1,380,000 shares; and 960,000 shares)

$25 liquidation value

92,000

92,000

84,000 shares of Series C issued and outstanding (December 31, 2015 - 84,000 shares); $1,000 liquidation value

84,000

84,000

Common stock, $1 par value; 100,000,000 shares authorized; 52,625,869 shares issued;

43,913,719 shares outstanding (December 31, 2015 - 52,625,869; 43,867,909)

52,626

52,626

Additional paid-in capital

540,692

540,512

Legal surplus

74,788

70,435

Retained earnings

169,858

148,886

Treasury stock, at cost, 8,712,150 shares (December 31, 2015 - 8,757,960 shares)

(104,874)

(105,379)

Accumulated other comprehensive income, net of tax of $43 (December 31, 2015 - $1,182)

15,844

13,997

Total stockholders’ equity

924,934

897,077

Total liabilities and stockholders’ equity

$

6,592,113

$

7,099,149

See notes to unaudited consolidated financial statements

1


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE QUARTERS AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands, except per share data)

Interest income:

Loans

$

82,604

$

97,264

$

243,431

$

285,251

Mortgage-backed securities

6,997

9,137

23,215

25,724

Investment securities and other

983

846

3,152

2,686

Total interest income

90,584

107,247

269,798

313,661

Interest expense:

Deposits

7,331

6,651

21,822

20,359

Securities sold under agreements to repurchase

4,272

7,605

14,629

22,163

Advances from FHLB and other borrowings

1,237

2,283

5,574

6,766

Subordinated capital notes

817

885

2,559

2,623

Total interest expense

13,657

17,424

44,584

51,911

Net interest income

76,927

89,823

225,214

261,750

Provision for loan and lease losses, net

23,469

51,579

51,703

109,311

Net interest income after provision for loan and lease losses

53,458

38,244

173,511

152,439

Non-interest income:

Banking service revenue

10,330

10,826

30,667

31,243

Wealth management revenue

6,526

6,885

19,719

21,325

Mortgage banking activities

1,421

992

3,300

4,717

Total banking and financial service revenues

18,277

18,703

53,686

57,285

Net impairment losses recognized in earnings

-

(246)

-

(246)

FDIC shared-loss expense, net

(3,296)

(2,079)

(10,745)

(38,408)

Reimbursement from FDIC shared-loss coverage in sale of loans

-

20,000

-

20,000

Net gain (loss) on:

Sale of securities

-

-

12,207

2,572

Derivatives

17

(208)

4

(223)

Early extinguishment of debt

-

-

(12,000)

-

Other non-interest income (loss)

5,217

(193)

5,721

(2,778)

Total non-interest income, net

20,215

35,977

48,873

38,202

Non-interest expense:

Compensation and employee benefits

19,191

21,015

58,006

60,455

Professional and service fees

3,744

4,000

10,881

12,324

Occupancy and equipment

7,484

8,556

23,413

26,075

Insurance

1,242

2,263

7,547

6,467

Electronic banking charges

5,077

5,496

15,613

16,714

Information technology expenses

1,862

1,364

5,124

4,360

Advertising, business promotion, and strategic initiatives

1,347

1,577

4,133

4,763

Foreclosure, repossession and other real estate expenses

5,279

16,601

13,250

32,384

Loan servicing and clearing expenses

2,804

1,976

6,811

6,923

Taxes, other than payroll and income taxes

2,385

2,649

7,386

6,831

Communication

617

774

2,017

2,234

Printing, postage, stationary and supplies

602

624

1,927

1,842

Director and investor relations

233

246

812

829

Other

3,059

1,949

6,688

7,658

Total non-interest expense

54,926

69,090

163,608

189,859

Income before income taxes

18,747

5,131

58,776

782

Income tax expense

3,627

562

15,146

2,310

Net income (loss)

15,120

4,569

43,630

(1,528)

Less: dividends on preferred stock

(3,465)

(3,465)

(10,396)

(10,396)

Net income (loss) available to common shareholders

$

11,655

$

1,104

$

33,234

$

(11,924)

Earnings (loss) per common share:

Basic

$

0.27

$

0.03

$

0.76

(0.27)

Diluted

$

0.26

$

0.03

$

0.76

(0.27)

Average common shares outstanding and equivalents

51,111

51,146

51,091

51,609

Cash dividends per share of common stock

$

0.06

$

0.10

$

0.18

0.30

See notes to unaudited consolidated financial statements

2


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE QUARTERS AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

Net income (loss)

$

15,120

$

4,569

$

43,630

$

(1,528)

Other comprehensive income (loss) before tax:

Unrealized gain (loss) on securities available-for-sale

(315)

3,958

12,049

(1,582)

Realized gain on investment securities included in net loss

-

-

(12,207)

(2,572)

Other-than-temporary impairment included in net income

-

246

-

246

Unrealized gain on cash flow hedges

853

119

1,504

2,190

Other comprehensive income (loss) before taxes

538

4,323

1,346

(1,718)

Income tax effect

(499)

(468)

501

163

Other comprehensive income (loss) after taxes

39

3,855

1,847

(1,555)

Comprehensive income (loss)

$

15,159

$

8,424

$

45,477

$

(3,083)

See notes to unaudited consolidated financial statements

3


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

Nine-Month Period Ended September 30,

2016

2015

(In thousands)

Preferred stock:

Balance at beginning of period

$

176,000

$

176,000

Balance at end of period

176,000

176,000

Common stock:

Balance at beginning of period

52,626

52,626

Balance at end of period

52,626

52,626

Additional paid-in capital:

Balance at beginning of period

540,512

539,311

Stock-based compensation expense

1,014

1,213

Lapsed restricted stock units

(834)

(436)

Balance at end of period

540,692

540,088

Legal surplus:

Balance at beginning of period

70,435

70,467

Transfer from (to) retained earnings

4,353

(44)

Balance at end of period

74,788

70,423

Retained earnings:

Balance at beginning of period

148,886

181,152

Net income (loss)

43,630

(1,528)

Cash dividends declared on common stock

(7,909)

(13,298)

Cash dividends declared on preferred stock

(10,396)

(10,396)

Transfer (to) from legal surplus

(4,353)

44

Balance at end of period

169,858

155,974

Treasury stock:

Balance at beginning of period

(105,379)

(97,070)

Stock repurchased

-

(8,950)

Lapsed restricted stock units

505

641

Balance at end of period

(104,874)

(105,379)

Accumulated other comprehensive income, net of tax:

Balance at beginning of period

13,997

19,711

Other comprehensive income (loss), net of tax

1,847

(1,555)

Balance at end of period

15,844

18,156

Total stockholders’ equity

$

924,934

$

907,888

See notes to unaudited consolidated financial statements

4


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

Nine-Month Period Ended September 30,

2016

2015

(In thousands)

Cash flows from operating activities:

Net income (loss)

$

43,630

$

(1,528)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Amortization of deferred loan origination fees, net of costs

2,849

2,515

Amortization of fair value premiums, net of discounts, on acquired loans

39

2,972

Amortization of investment securities premiums, net of accretion of discounts

6,541

9,312

Amortization of core deposit and customer relationship intangibles

1,258

1,429

Amortization of fair value premiums on acquired deposits

268

569

FDIC shared-loss expense, net

10,745

38,408

Other-than-temporary impairment on securities

-

246

Reimbursement from the FDIC shared-loss coverage in sale of loans

-

(20,000)

Depreciation and amortization of premises and equipment

7,229

8,538

Deferred income tax expense (benefit), net

15,176

(1,329)

Provision for loan and lease losses, net

51,703

109,311

Stock-based compensation

1,014

1,213

(Gain) loss on:

Sale of securities

(12,207)

(2,572)

Sale of mortgage loans held-for-sale

(1,294)

(2,595)

Derivatives

78

(26)

Early extinguishment of debt

12,000

-

Foreclosed real estate

10,580

30,608

Sale of other repossessed assets

(1,498)

4,585

Sale of premises and equipment

12

193

Originations of loans held-for-sale

(134,189)

(165,333)

Proceeds from sale of mortgage loans held-for-sale

51,238

76,953

Net (increase) decrease in:

Trading securities

(92)

1,011

Accrued interest receivable

2,671

2,720

Servicing assets

(938)

544

Other assets

(13,394)

(18,263)

Net increase (decrease) in:

Accrued interest on deposits and borrowings

(1,013)

(745)

Accrued expenses and other liabilities

(5,594)

(11,923)

Net cash provided by operating activities

46,812

66,813

Cash flows from investing activities:

Purchases of:

Investment securities available-for-sale

(676)

(3,747)

Investment securities held-to-maturity

(81,261)

(458,229)

FHLB stock

(20,398)

-

Maturities and redemptions of:

Investment securities available-for-sale

112,444

187,052

Investment securities held-to-maturity

56,058

24,753

FHLB stock

28,469

365

Proceeds from sales of:

Investment securities available-for-sale

300,483

103,831

Foreclosed real estate and other repossessed assets, including write-offs

36,983

63,959

Proceeds from sale of loans held-for-investment

1,149

30,669

Premises and equipment

48

(76)

Mortgage servicing rights

-

5,927

Origination and purchase of loans, excluding loans held-for-sale

(555,658)

(611,815)

Principal repayment of loans, including covered loans

616,518

722,579

Reimbursements from the FDIC on shared-loss agreements

824

46,356

Additions to premises and equipment

(3,804)

(3,402)

Net change in restricted cash

319

4,058

Net cash provided by investing activities

491,498

112,280

5


OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTHS PERIODS ENDED SEPTEMBER 30, 2016 AND 2015 – (CONTINUED)

Nine-Month Period Ended September 30,

2016

2015

(In thousands)

Cash flows from financing activities:

Net increase (decrease) in:

Deposits

35,449

(211,637)

Securities sold under agreements to repurchase

(287,865)

20,717

FHLB advances, federal funds purchased, and other borrowings

(228,157)

(3,676)

Subordinated capital notes

(66,550)

787

Exercise of stock options and restricted units lapsed, net

(329)

204

Purchase of treasury stock

-

(8,950)

Dividends paid on preferred stock

(10,396)

(10,396)

Dividends paid on common stock

(7,906)

(13,373)

Net cash used in financing activities

$

(565,754)

$

(226,324)

Net change in cash and cash equivalents

(27,444)

(47,231)

Cash and cash equivalents at beginning of period

536,709

573,427

Cash and cash equivalents at end of period

$

509,265

$

526,196

Supplemental Cash Flow Disclosure and Schedule of Non-cash Activities:

Interest paid

$

44,316

$

51,471

Income taxes paid

$

7,389

$

10,598

Mortgage loans securitized into mortgage-backed securities

$

71,315

$

87,609

Transfer from loans to foreclosed real estate and other repossessed assets

$

32,535

$

56,510

Reclassification of loans held-for-investment to loans held-for-sale

$

123,137

$

1,453

Reclassification of loans held-for-sale to loans held-for-investment

$

182

$

156

See notes to unaudited consolidated financial statements

6


OFG BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION, CONSOLIDATION AND BASIS OF PRESENTATION

Nature of Operations

OFG Bancorp (the “Company”) is a publicly-owned financial holding company incorporated under the laws of the Commonwealth of Puerto Rico. The Company operates through various subsidiaries including, a commercial bank, Oriental Bank (the “Bank”), a securities broker-dealer, Oriental Financial Services Corp. (“Oriental Financial Services”), an insurance agency, Oriental Insurance, LLC (“Oriental Insurance”) and a retirement plan administrator, Oriental Pension Consultants, Inc. (“OPC”). Through these subsidiaries and their respective divisions, the Company provides a wide range of banking and financial services such as commercial, consumer and mortgage lending, auto loans, financial planning, insurance sales, money management and investment banking and brokerage services, as well as corporate and individual trust services.

On April 30, 2010, the Bank acquired certain assets and assumed certain deposits and other liabilities of Eurobank, a Puerto Rico commercial bank, in an FDIC-assisted acquisition. On December 18, 2012, the Company acquired a group of Puerto Rico-based entities that included Banco Bilbao Vizcaya Argentaria Puerto Rico (“BBVAPR”), a Puerto Rico commercial bank, as well as a securities broker-dealer and an insurance agency, which is referred to herein as the “BBVAPR Acquisition.” The businesses acquired in these acquisitions have been integrated with the Company’s existing business.

Recent Accounting Developments

In August 2016, the Financial Accounting Standards Board (FASB) issued new accounting guidance that addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The amendments in this update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230.  The amendments in this update clarifies whether the following items should be categorized as operating, investing or financing in the statement of cash flows: (i) debt prepayments and extinguishment costs, (ii) settlement of zero-coupon debt, (iii) settlement of contingent consideration, (iv) insurance proceeds, (v) settlement of corporate-owned life insurance (COLI) and bank-owned life insurance (BOLI) policies, (vi) distributions from equity method investees, (vii) beneficial interests in securitization transactions, and (viii) receipts and payments with aspects of more than one class of cash flows. The new guidance is effective on January 1, 2018. The Company does not expect the new accounting guidance to have a material impact on its statement of cash flows.

In June 2016, the FASB issued new accounting guidance that will require the earlier recognition of credit losses on loans and other financial instruments based on an expected loss model, replacing the incurred loss model that is currently in use. Under the new guidance, an entity will measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The expected loss model will apply to loans and leases, unfunded lending commitments, held-to-maturity (HTM) debt securities and other debt instruments measured at amortized cost. The impairment model for available-for-sale (AFS) debt securities will require the recognition of credit losses through a valuation allowance when fair value is less than amortized cost, regardless of whether the impairment is considered to be other-than-temporary. The new guidance is effective on January 1, 2020, with early adoption permitted on January 1, 2019. The Company is in the process of evaluating the impact of the provisions of this new accounting guidance .

In March 2016, the FASB issued new accounting guidance that simplifies certain aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective on January 1, 2017, with early adoption permitted. The Company does not expect the provisions of this new accounting guidance to have a material impact on its consolidated financial position or results of operations.

In February 2016, the FASB issued new accounting guidance that requires substantially all leases to be recorded as assets and liabilities on the balance sheet. This new accounting guidance is effective on January 1, 2019, with early adoption permitted. Upon adoption, the Company will record a right of use asset and a lease payment obligation associated with arrangements previously accounted for as operating leases. The Company is in the process of evaluating the impact of the provisions of this new accounting guidance on its consolidated financial position.

In January 2016, the FASB issued new accounting guidance on recognition and measurement of financial instruments. The new guidance makes targeted changes to existing Generally Accepted Accounting Principles (GAAP) including, among other provisions, requiring certain equity investments to be measured at fair value with changes in fair value reported in earnings and requiring changes

7


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

in instrument-specific credit risk. The new guidance is effective on January 1, 2018. The Company does not expect the provisions of this new accounting guidance to have a material impact on its consolidated financial position or results of operations.

In May 2014, the FASB issued new accounting guidance to clarify the principles for recognizing revenue from contracts with customers. This new accounting guidance is effective on January 1, 2018. The Company does not expect the provisions of this new accounting guidance to have a material impact on its consolidated financial position or results of operations.

NOTE 2 – RESTRICTED CASH

The following table includes the composition of the Company’s restricted cash :

September 30,

December 31,

2016

2015

(In thousands)

Cash pledged as collateral to other financial institutions to secure:

Derivatives

$

1,980

$

1,980

Obligations under agreement of loans sold with recourse

1,050

1,369

$

3,030

$

3,349

At September 30, 2016 and December 31, 2015, the Bank’s international banking entities, Oriental International Bank Inc. (“OIB”) and Oriental Overseas, a division of the Bank, each held unencumbered certificates of deposit in the amount of $ 300 thousand as the legal reserve required for international banking entities under Puerto Rico law. Each certificate of deposit cannot be withdrawn by OIB or Oriental Overseas without prior written approval of the Office of the Commissioner of Financial Institutions of Puerto Rico.

As part of its derivative activities, the Company has entered into collateral agreements with certain financial counterparties. At September 30, 2016 and December 31, 2015, the Company had delivered $2.0 million of cash as collateral for such derivatives activities.

As part of the BBVA Acquisition, the Company assumed a contract with FNMA which required collateral to guarantee the repurchase, if necessary, of loans sold with recourse. At September 30, 2016 and December 31, 2015, the Company delivered as collateral cash amounting to $1.1 million and $1.4 million, respectively.

The Bank is required by Puerto Rico law to maintain average weekly reserve balances to cover demand deposits. The amount of those minimum average reserve balances for the week that covered September 30, 2016 was $ 157.5 million (December 31, 2015 - $ 148.3 million). At September 30, 2016 and December 31, 2015, the Bank complied with such requirement. Cash and due from bank as well as other short-term, highly liquid securities are used to cover the required average reserve balances.

NOTE 3 – INVESTMENT SECURITIES

Money Market Investments

The Company considers as cash equivalents all money market instruments that are not pledged and that have maturities of three months or less at the date of acquisition. At September 30, 2016 and December 31, 2015, money market instruments included as part of cash and cash equivalents amounted to $5.5 million and $4.7 million, respectively.

8


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Investment Securities

The amortized cost, gross unrealized gains and losses, fair value, and weighted average yield of the securities owned by the Company at September 30, 2016 and December 31, 2015 were as follows:

September 30, 2016

Gross

Gross

Weighted

Amortized

Unrealized

Unrealized

Fair

Average

Cost

Gains

Losses

Value

Yield

(In thousands)

Available-for-sale

Mortgage-backed securities

FNMA and FHLMC certificates

$

376,242

$

13,365

$

-

$

389,607

2.60%

GNMA certificates

125,188

5,797

-

130,985

3.02%

CMOs issued by US government-sponsored agencies

111,808

398

370

111,836

1.88%

Total mortgage-backed securities

613,238

19,560

370

632,428

2.56%

Investment securities

Obligations of US government-sponsored agencies

4,170

-

5

4,165

1.37%

Obligations of Puerto Rico government and

public instrumentalities

4,680

-

607

4,073

5.55%

Other debt securities

1,906

111

-

2,017

2.94%

Total investment securities

10,756

111

612

10,255

3.47%

Total securities available for sale

$

623,994

$

19,671

$

982

$

642,683

2.57%

Held-to-maturity

Mortgage-backed securities

FNMA and FHLMC certificates

$

616,883

8,141

18

625,006

2.17%

Investment securities

US Treasury securities

25,007

10

-

25,017

0.49%

Total securities held to maturity

641,890

8,151

18

650,023

2.11%

Total

$

1,265,884

$

27,822

$

1,000

$

1,292,706

2.34%

December 31, 2015

Gross

Gross

Weighted

Amortized

Unrealized

Unrealized

Fair

Average

Cost

Gains

Losses

Value

Yield

(In thousands)

Available-for-sale

Mortgage-backed securities

FNMA and FHLMC certificates

$

735,363

$

25,791

$

1,509

$

759,645

2.97%

GNMA certificates

57,129

1,366

-

58,495

3.19%

CMOs issued by US government-sponsored agencies

137,787

27

2,741

135,073

1.85%

Total mortgage-backed securities

930,279

27,184

4,250

953,213

2.82%

Investment securities

Obligations of US government-sponsored agencies

5,122

-

29

5,093

1.36%

Obligations of Puerto Rico government and

political subdivisions

17,801

-

4,070

13,731

6.24%

Other debt securities

2,444

128

-

2,572

2.98%

Total investment securities

25,367

128

4,099

21,396

4.94%

Total securities available-for-sale

$

955,646

$

27,312

$

8,349

$

974,609

2.87%

Held-to-maturity

Mortgage-backed securities

FNMA and FHLMC certificates

595,157

426

5,865

589,718

2.24%

Investment securities

US Treasury securities

25,032

-

71

24,961

0.49%

Total securities held to maturity

620,189

426

5,936

614,679

2.17%

Total

$

1,575,835

$

27,738

$

14,285

$

1,589,288

2.60%

9


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The amortized cost and fair value of the Company’s investment securities at September 30, 2016, by contractual maturity, are shown in the next table. Securities not due on a single contractual maturity date, such as collateralized mortgage obligations, are classified in the period of final contractual maturity. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2016

Available-for-sale

Held-to-maturity

Amortized Cost

Fair Value

Amortized Cost

Fair Value

(In thousands)

(In thousands)

Mortgage-backed securities

Due from 1 to 5 years

FNMA and FHLMC certificates

$

11,294

$

11,629

$

-

$

-

Total due from 1 to 5 years

11,294

11,629

-

-

Due from 5 to 10 years

CMOs issued by US Government-sponsored agencies

2,244

2,245

-

-

FNMA and FHLMC certificates

27,173

27,837

-

-

Total due from 5 to 10 years

29,417

30,082

-

-

Due after 10 years

FNMA and FHLMC certificates

337,775

350,141

616,883

625,006

GNMA certificates

125,188

130,985

-

-

CMOs issued by US government-sponsored agencies

109,564

109,591

-

-

Total due after 10 years

572,527

590,717

616,883

625,006

Total  mortgage-backed securities

613,238

632,428

616,883

625,006

Investment securities

US Treasury securities

-

-

25,007

25,017

Total due in less than one year

-

-

25,007

25,017

Due from 1 to 5 years

Obligations of Puerto Rico government and

public instrumentalities

4,680

4,073

-

-

Total due from 1 to 5 years

4,680

4,073

-

-

Due from 5 to 10 years

Obligations of US government and sponsored agencies

4,170

4,165

-

-

Other debt securities

1,906

2,017

-

-

Total due from 5 to 10 years

6,076

6,182

-

-

Total  investment securities

10,756

10,255

25,007

25,017

Total securities available-for-sale and held-to-maturity

$

623,994

$

642,683

$

641,890

$

650,023

10


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company, as part of its asset/liability management, may purchase U.S. Treasury securities and U.S. government-sponsored agency discount notes close to their maturities as alternatives to cash deposits at correspondent banks or as a short term vehicle to reinvest the proceeds of sale transactions until investment securities with attractive yields can be purchased. During the nine-month period ended September 30, 2016, the Company retained securitized Government National Mortgage Association ("GNMA") pools totaling $ 71.8 million amortized cost, at a yield of 2.99 % from its own originations. Previously, the Company was selling all securitized GNMA pools. The GNMA pools were sold until June 2015. During the first half of 2015, the Company sold $63.5 million of available-for-sale GNMA certificates as part of its recurring mortgage loan origination and securitization activities. These sales did not realize any gains or losses during such period.

During the nine-month period ended September 30 , 2016, the Company sold $277.2 million of mortgage-backed securities and $11.1 million of Puerto Rico government bonds, and  recorded a net gain on sale of securities of $12.2 million. Among the 2016 sales, the Company sold all but one of the Puerto Rico government bonds it held. The Company had other-than-temporary impairment charges on such securities sold totaling $1.5 million during the second half of 2015. During the nine-month period ended September 30 , 2015, the Company sold $101.3 million of mortgage-backed securities and recorded a net gain on sale of securities of $2.6 million. T he table below presents the gross realized gains and gross realized losses by category for such periods .

Nine-Month Period Ended September 30, 2016

Book Value

Description

Sale Price

at Sale

Gross Gains

Gross Losses

(In thousands)

Sale of securities available-for-sale

Mortgage-backed securities

FNMA and FHLMC certificates

$

293,505

$

277,181

$

16,324

$

-

Investment securities

Obligations of Puerto Rico government and

public instrumentalities

6,978

11,095

-

4,117

Total

$

300,483

$

288,276

$

16,324

$

4,117

Nine-Month Period Ended September 30, 2015

Book Value

Description

Sale Price

at Sale

Gross Gains

Gross Losses

(In thousands)

Sale of securities available-for-sale

Mortgage-backed securities

FNMA and FHLMC certificates

$

40,307

$

37,736

$

2,571

$

-

GNMA certificates

63,524

63,523

1

-

Total

$

103,831

$

101,259

$

2,572

$

-

11


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables show the Company’s gross unrealized losses and fair value of investment securities available-for-sale and held-to-maturity, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position at September 30, 2016 and December 31, 2015:

September 30, 2016

12 months or more

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

CMOs issued by US government-sponsored agencies

$

37,579

$

320

$

37,259

Obligations of Puerto Rico government and public instrumentalities

4,680

607

4,073

$

42,259

$

927

$

41,332

Less than 12 months

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

CMOs issued by US Government-sponsored agencies

13,181

50

13,131

Obligations of US government and sponsored agencies

4,170

5

4,165

Securities held to maturity

FNMA and FHLMC certificates

21,240

18

21,222

$

38,591

$

73

$

38,518

Total

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

CMOs issued by US government-sponsored agencies

$

50,760

$

370

$

50,390

Obligations of Puerto Rico Government and political subdivisions

4,680

607

4,073

Obligations of US government and sponsored agencies

4,170

5

4,165

Securities held to maturity

FNMA and FHLMC certificates

21,240

18

21,222

$

80,850

$

1,000

$

79,850

At September 30, 2016 there were no securities held-to-maturity in a continuous unrealized loss position for twelve months or more.

12


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

12 months or more

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

Obligations of Puerto Rico Government and public instrumentalities

$

17,801

$

4,070

$

13,731

CMOs issued by US government-sponsored agencies

103,340

2,410

100,930

$

121,141

$

6,480

$

114,661

Less than 12 months

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

CMOs issued by US government-sponsored agencies

25,736

331

25,405

FNMA and FHLMC certificates

149,480

1,509

147,971

Obligations of US government and sponsored agencies

5,122

29

5,093

Securities held to maturity

FNMA and FHLMC certificates

468,487

5,865

462,622

US Treausury Securities

25,032

71

24,961

$

673,857

$

7,805

$

666,052

Total

Amortized

Unrealized

Fair

Cost

Loss

Value

(In thousands)

Securities available-for-sale

CMOs issued by US government-sponsored agencies

129,076

2,741

126,335

FNMA and FHLMC certificates

149,480

1,509

147,971

Obligations of Puerto Rico Government and public instrumentalities

17,801

4,070

13,731

Obligations of US government and sponsored agencies

5,122

29

5,093

$

301,479

$

8,349

$

293,130

Securities held to maturity

FNMA and FHLMC certificates

468,487

5,865

462,622

US Treasury Securities

25,032

71

24,961

$

794,998

$

14,285

$

780,713

The Company performs valuations of the investment securities on a monthly basis. Moreover, the Company conducts quarterly reviews to identify and evaluate each investment in an unrealized loss position for other-than-temporary impairment. Any portion of a decline in value associated with credit loss is recognized in the statements of operations with the remaining noncredit-related component recognized in other comprehensive income (loss). A credit loss is determined by assessing whether the amortized cost basis of the security will be recovered by comparing the present value of cash flows expected to be collected from the security, discounted at the rate equal to the yield used to accrete current and prospective beneficial interest for the security. The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is considered to be the “credit loss.” Other-than-temporary impairment analysis is based on estimates that depend on market conditions and are subject to further change over time. In addition, while the Company believes that the methodology used to value these exposures is reasonable, the methodology is subject to continuing refinement, including those made as a result of market developments. Consequently, it is reasonably possible that changes in estimates or conditions could result in the need to recognize additional other-than-temporary impairment charges in the future.

13


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Most of the investments ($ 76.2 million, amortized cost, or 94 %) with an unrealized loss position at September 30, 2016 consist of securities issued or guaranteed by the U.S. Treasury or U.S. government-sponsored agencies, all of which are highly liquid securities that have a large and efficient secondary market. Their aggregate losses and their variability from period to period are the result of changes in market conditions, and not due to the repayment capacity or creditworthiness of the issuers or guarantors of such securities.

The remaining investments ($ 4.7 million, amortized cost, or 6 %) with an unrealized loss position at September 30, 2016 consist of obligations issued or guaranteed by the government of Puerto Rico and its public instrumentalities. The decline in the market value of this security is mainly attributed to an increase in volatility as a result of changes in market conditions that reflect the significant economic and fiscal challenges that Puerto Rico is facing, including the government's credit default, a protracted economic recession, sizable government debt-service obligations and structural budget deficits, high unemployment and a shrinking population.

The only obligation issued or guaranteed by the government of Puerto Rico and its instrumentalities held at the end of the third quarter of 2016 by the Company was the Puerto Rico Highways and Transportation Authority (“PRHTA”) – Teodoro Moscoso Bridge revenue bond. The pledged income of this bond comes from gross revenues from Teodoro Moscoso Bridge operations. Although PRHTA is included in the Puerto Rico Governor's executive order of November 30, 2015 ordering the '"clawback" of certain government revenues, the toll bridge revenues for the repayment of such bonds were not subject to the “clawback." All other Puerto Rico government securities were sold during the first quarter of 2016. The PRHTA bond with a principal amount of  $ 4.6 million had an aggregate fair value of $ 4.1 million at September 30, 2016 ( 87 % of the bond's cost). The discounted cash flow analysis for the investments showed a cumulative default probability at maturity of 8.9 %, thus reflecting that it is more likely than not that the bond will not default during its remaining term. Based on this analysis, the Company determined that it is more likely than not that it will recover all interest and principal invested in this Puerto Rico government bond and is, therefore, not required to recognize a credit loss as of September 30, 2016. Also, the Company’s conclusion is based on the assessment of the specific source of repayment of the outstanding bond, which continues to perform. PRHTA started principal repayments on July 1, 2014. All scheduled principal and interest payments to date have been collected. On July 1, 2016, the Company received the scheduled principal payment of $ 2.0 million. The next payment is due on July 1, 2017. As a result of the aforementioned analysis, no other-than-temporary losses were recorded during the quarter ended September 30, 2016 .

As of September 30, 2016, the Company applied a discounted cash flow analysis to the bond guaranteed by the government of Puerto Rico to calculate the cash flows expected to be collected and determine if any portion of the decline in market value of these investments was considered an other-than-temporary impairment. The analysis derives an estimate of value based on the present value of risk-adjusted future cash flows of the underlying investments, and included the following components:

· The contractual future cash flows of the bonds are projected based on the key terms as set forth in the official statements for each investment. Such key terms include among others the interest rate, amortization schedule, if any, and maturity date.

· The risk-adjusted cash flows are calculated based on a monthly default probability and recovery rate assumptions based on the credit rating of each investment. Constant monthly default rates are assumed throughout the life of the bonds which are based on the respective security’s credit rating as of the date of the analysis.

· The adjusted future cash flows are then discounted at the original effective yield of each investment based on the purchase price and expected risk-adjusted future cash flows as of the purchase date of each investment.

The following table presents a roll-forward of credit-related impairment losses recognized in earnings for the nine-month period ended September 30, 2016 and 2015 on available-for-sale securities:

Nine-Month Period Ended September 30,

2016

2015

Balance at beginning of period

$

1,490

$

-

Reductions for securities sold during the period (realized)

(1,490)

-

Additions from credit losses recognized on available-for-sale securities that had no previous impairment losses

-

246

Balance at end of period

$

-

$

246

14


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 4 - LOANS

The Company’s loan portfolio held for investment is composed of two segments, loans initially accounted for under the amortized cost method (referred to as "originated and other" loans) and loans acquired (referred to as "acquired" loans). Acquired loans are further segregated between acquired BBVAPR loans and acquired Eurobank loans. Acquired Eurobank loans were purchased subject to loss-sharing agreements with the FDIC. The FDIC loss-share coverage related to commercial and other-non single family acquired Eurobank loans expired on June 30, 2015 . Notwithstanding the expiration of loss share coverage of commercial loans, on July 2, 2015, the Company entered into an agreement with the FDIC pursuant to which the FDIC concurred with a potential sale of a pool of loss-share assets covered under the commercial loss-sharing agreement. Pursuant to such agreement, and as further discussed below, the FDIC agreed to and paid $20 million in loss share coverage with respect to the aggregate loss resulting from any portfolio sale within 120 days of the agreement. This sale was completed on September 28, 2015 . Covered loans are no longer a material amount. Therefore, the Company changed its loan disclosures during 2015. Loans held for sale are presented separately.

The coverage for the single family residential loans will expire on June 30, 2020 . At September 30, 2016 , the remaining covered loans, amounting to $ 62.8 million, net carrying amount ($ 75.0 million gross amount), are included as part of acquired Eurobank loans under the name "loans secured by 1-4 family residential properties." At December 31, 2015 , covered loans amounted to $ 67.2 million, net carrying amount ($ 92.3 million gross amount). Interest income recognized for covered loans during the nine-month periods ended September 30, 2016 and 2015 was $ 6.4 million and $ 31.4 million, respectively. The decrease in interest income recognized for covered loans is mainly due to the expiration of the FDIC loss-share coverage related to commercial and other-non single family residential loans on June 30, 2015.

Effective June 30, 2016, pursuant to supervisory direction, the Company changed the purchase credit impaired policy for all loans accounted for under ASC 310-30 ( Loans and Debt Securities Acquired with Deteriorated Credit Quality ). Under the revised policy, the Company writes-off the loan’s recorded investment and derecognizes the associated allowance for loan and lease losses for loans that exit the acquired pools. The revised policy was implemented prospectively due to the immaterial impact of retrospective adoption. Prior to June 30, 2016, the pool’s carrying value and allowance was determined by discounting expected cash flows at the pool’s effective yield. The allowance for loan and lease losses was maintained until all of the loans in the pool were paid off or charged-off.  The transition to this revised policy during the second quarter of 2016 resulted in the de-recognition of $ 8.9 million and $ 73.1 million in the recorded investment balance and associated allowance for loans that had exited the pools, for acquired BBVAPR loans and acquired Eurobank loans, respectively, with no impact to the provision for loan and lease losses. Refer to Note 5 Allowances for Loan and Lease Losses .

During the third quarter of 2016, the Company entered into an agreement to sell its outstanding $ 200.0 million participation in the Puerto Rico Electric Power Authority ("PREPA") line of credit for $ 123.5 million, slightly lower than the adjusted book balance, net of reserves. As a result of this transaction, the Company recognized a $56.2 million charge-off and $2.9 million provision for loan and lease losses during the quarter ended September 30, 2016. At September 30, 2016, this line of credit was reported as other loans held for sale, at fair value of $123.1 million. The sale transaction settled on October 7, 2016.

15


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The composition of the Company’s loan portfolio at September 30, 2016 and December 31, 2015 was as follows :

September 30,

December 31,

2016

2015

(In thousands)

Originated and other loans and leases held for investment:

Mortgage

$

735,367

$

757,828

Commercial (c)

1,267,177

1,441,649

Consumer

278,666

242,950

Auto and leasing

730,589

669,163

3,011,799

3,111,590

Allowance for loan and lease losses on originated and other loans and leases

(62,168)

(112,626)

2,949,631

2,998,964

Deferred loan costs, net

5,421

4,203

Total originated and other loans loans held for investment, net

2,955,052

3,003,167

Acquired loans:

Acquired BBVAPR loans:

Accounted for under ASC 310-20 (Loans with revolving feature and/or

acquired at a premium)

Commercial

5,755

7,457

Consumer

34,215

38,385

Auto

64,393

106,911

104,363

152,753

Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-20 (b)

(4,213)

(5,542)

100,150

147,211

Accounted for under ASC 310-30 (Loans acquired with deteriorated

credit quality, including those by analogy) (a)

Mortgage

579,769

608,294

Commercial

230,163

287,311

Construction

71,436

88,180

Consumer

5,768

11,843

Auto

100,475

153,592

987,611

1,149,220

Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-30

(29,819)

(25,785)

957,792

1,123,435

Total acquired BBVAPR loans, net

1,057,942

1,270,646

Acquired Eurobank loans: (a)

Loans secured by 1-4 family residential properties

75,043

92,273

Commercial and construction

82,753

142,377

Consumer

1,488

2,314

Total Eurobank loans

159,284

236,964

Allowance for loan and lease losses on Eurobank loans (b)

(22,812)

(90,178)

Total Eurobank loans, net

136,472

146,786

Total acquired loans, net

1,194,414

1,417,432

Total held for investment, net

4,149,466

4,420,599

Mortgage loans held for sale

26,362

13,614

Other loans held for sale (c)

123,137

-

Total loans, net

$

4,298,965

$

4,434,213

(a) Current period amounts have been re-measured using the revised de-recognition policy for purchased credit impaired loans implemented in the second quarter of 2016.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans implemented during the second quarter of 2016.

(c) During the third quarter of 2016, the Company entered into an agreement to sell its outstanding participation in the PREPA line of credit. At September 30, 2016 this line of credit was reported as other loans held for sale, at fair value of $123.1 million.

16


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Originated and Other Loans and Leases Held for Investment

The Company’s originated and other loans held for investment are encompassed within four portfolio segments: mortgage, commercial, consumer, and auto and leasing.

The following tables present the aging of the recorded investment in gross originated and other loans held for investment as of September 30, 2016 and December 31, 2015 by class of loans. Mortgage loans past due include delinquent loans in the GNMA buy-back option program. Servicers of loans underlying GNMA mortgage-backed securities must report as their own assets the defaulted loans that they have the option (but not the obligation) to repurchase, even when they elect not to exercise that option .

September 30, 2016

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Mortgage

Traditional (by origination year):

Up to the year 2002

$

190

$

1,607

$

3,388

$

5,185

$

92

$

47,169

$

52,446

$

114

Years 2003 and 2004

249

4,271

6,142

10,662

332

81,915

92,909

-

Year 2005

123

1,810

3,930

5,863

202

44,617

50,682

-

Year 2006

781

3,434

7,045

11,260

321

60,358

71,939

-

Years 2007, 2008

and 2009

929

2,182

11,283

14,394

46

66,407

80,847

569

Years 2010, 2011, 2012, 2013

452

2,777

10,497

13,726

-

129,710

143,436

571

Years 2014, 2015 and 2016

-

430

1,150

1,580

47

102,789

104,416

-

2,724

16,511

43,435

62,670

1,040

532,965

596,675

1,254

Non-traditional

-

301

5,002

5,303

-

19,036

24,339

-

Loss mitigation program

10,908

6,571

18,315

35,794

2,704

65,918

104,416

2,120

13,632

23,383

66,752

103,767

3,744

617,919

725,430

3,374

Home equity secured personal loans

-

-

-

-

-

339

339

-

GNMA's buy-back option program

-

-

9,598

9,598

-

-

9,598

-

Total mortgage

13,632

23,383

76,350

113,365

3,744

618,258

735,367

3,374

Commercial

Commercial secured by real estate:

Corporate

-

-

-

-

-

240,458

240,458

-

Institutional

-

-

-

-

1,495

27,265

28,760

-

Middle market

-

205

3,114

3,319

1,406

232,088

236,813

-

Retail

672

707

6,477

7,856

3,710

236,983

248,549

-

Floor plan

-

-

-

-

-

2,793

2,793

-

Real estate

-

-

-

-

-

15,783

15,783

-

672

912

9,591

11,175

6,611

755,370

773,156

-

Other commercial and industrial:

Corporate

-

-

-

-

-

126,325

126,325

-

Institutional

500

-

-

500

1,345

172,988

174,833

-

Middle market

-

-

-

-

1,350

85,349

86,699

-

Retail

1,112

311

1,060

2,483

210

71,252

73,945

-

Floor plan

670

-

119

789

-

31,430

32,219

-

2,282

311

1,179

3,772

2,905

487,344

494,021

-

Total commercial

2,954

1,223

10,770

14,947

9,516

1,242,714

1,267,177

-

17


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

September 30, 2016

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Consumer

Credit cards

486

264

510

1,260

-

24,204

25,464

-

Overdrafts

12

3

3

18

-

178

196

-

Personal lines of credit

38

18

37

93

-

2,199

2,292

-

Personal loans

2,154

1,657

926

4,737

778

229,480

234,995

-

Cash collateral personal loans

162

2

30

194

-

15,525

15,719

-

Total consumer

2,852

1,944

1,506

6,302

778

271,586

278,666

-

Auto and leasing

46,564

18,738

8,407

73,709

115

656,765

730,589

-

Total

$

66,002

$

45,288

$

97,033

$

208,323

$

14,153

$

2,789,323

$

3,011,799

$

3,374

18


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Mortgage

Traditional (by origination year):

Up to the year 2002

$

80

$

2,217

$

3,889

$

6,186

$

41

$

51,562

$

57,789

$

144

Years 2003 and 2004

251

5,036

5,536

10,823

-

88,623

99,446

-

Year 2005

79

2,553

3,549

6,181

-

48,040

54,221

-

Year 2006

551

2,878

7,934

11,363

176

66,864

78,403

-

Years 2007, 2008

and 2009

170

2,053

14,733

16,956

-

74,590

91,546

526

Years 2010, 2011, 2012, 2013

662

1,673

10,519

12,854

141

137,749

150,744

72

Years 2014 and 2015

-

65

663

728

-

85,128

85,856

-

1,793

16,475

46,823

65,091

358

552,556

618,005

742

Non-traditional

-

977

5,079

6,056

13

23,483

29,552

-

Loss mitigation program

9,958

6,887

14,930

31,775

5,593

64,548

101,916

3,083

11,751

24,339

66,832

102,922

5,964

640,587

749,473

3,825

Home equity secured personal loans

-

-

64

64

-

346

410

-

GNMA's buy-back option program

-

-

7,945

7,945

-

-

7,945

-

Total mortgage

11,751

24,339

74,841

110,931

5,964

640,933

757,828

3,825

Commercial

Commercial secured by real estate:

Corporate

-

-

-

-

-

227,557

227,557

-

Institutional

213

-

-

213

-

33,594

33,807

-

Middle market

1,174

712

9,113

10,999

1,730

194,219

206,948

-

Retail

686

466

6,921

8,073

1,177

231,840

241,090

-

Floor plan

-

-

-

-

-

2,892

2,892

-

Real estate

-

-

-

-

-

16,662

16,662

-

2,073

1,178

16,034

19,285

2,907

706,764

728,956

-

Other commercial and industrial:

Corporate

-

-

-

-

-

108,582

108,582

-

Institutional

-

-

-

-

190,290

190,695

380,985

-

Middle market

-

-

-

-

1,565

105,748

107,313

-

Retail

282

639

604

1,525

783

75,489

77,797

-

Floor plan

238

51

39

328

-

37,688

38,016

-

520

690

643

1,853

192,638

518,202

712,693

-

Total commercial

2,593

1,868

16,677

21,138

195,545

1,224,966

1,441,649

-

19


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Consumer

Credit cards

449

182

369

1,000

-

21,766

22,766

-

Overdrafts

24

-

-

24

-

166

190

-

Personal lines of credit

74

-

45

119

19

2,106

2,244

-

Personal loans

2,078

1,179

627

3,884

414

196,858

201,156

-

Cash collateral personal loans

125

17

2

144

-

16,450

16,594

-

Total consumer

2,750

1,378

1,043

5,171

433

237,346

242,950

-

Auto and leasing

53,566

16,898

8,293

78,757

49

590,357

669,163

-

Total

$

70,660

$

44,483

$

100,854

$

215,997

$

201,991

$

2,693,602

$

3,111,590

$

3,825

During 2015, the Company changed its early delinquency reporting on mortgage loans from one scheduled payment due to two scheduled payments due to be comparable with local peers, except for troubled-debt restructured loans which continue using one scheduled payment due for delinquency reporting. During the quarter ended June 30, 2016, the Company changed its early delinquency reporting on consumer and auto loans from one scheduled payment due to two scheduled payments to report consistently its retail portfolio. The change resulted in a $ 19 thousand and $ 5.9 million reduction in early and total delinquency for consumer and auto loans, respectively.

At September 30, 2016 and December 31, 2015, the Company had carrying balances of $ 136.8 million and $ 334.6 million, respectively, in originated and other loans held for investment granted to the Puerto Rico government, including its instrumentalities, public corporations and municipalities as part of the institutional commercial loan segment. All loans granted to the Puerto Rico government were current at September 30, 2016 and December 31, 2015 .

20


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Acquired Loans

Acquired loans were initially measured at fair value and subsequently accounted for under either ASC 310-30 or ASC 310-20 ( Non-refundable fees and Other Costs ). We have acquired loans in two bank acquisitions, BBVAPR and Eurobank.

Acquired BBVAPR Loans

Accounted for under ASC 310-20 (Loans with revolving feature and/or acquired at a premium)

Credit cards, retail and commercial revolving lines of credits, floor plans and performing auto loans with FICO scores over 660 acquired at a premium , excluding the acquired Eurobank loan portfolio, are accounted for under the guidance of ASC 310-20, which requires that any contractually required loan payment receivable in excess of the Company’s initial investment in the loans be accreted into interest income on a level-yield basis over the life of the loan. Loans accounted for under ASC 310-20 are placed on non-accrual status when past due in accordance with the Company’s non-accrual policy, and any accretion of discount or amortization of premium is discontinued. Acquired BBVAPR loans that were accounted for under the provisions of ASC 310-20 are removed from the acquired loan category at the end of the reporting period upon refinancing, renewal or normal re-underwriting.

The following tables present the aging of the recorded investment in gross acquired BBVAPR loans accounted for under ASC 310-20 as of September 30, 2016 and December 31, 2015, by class of loans:

September 30, 2016

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Commercial

Commercial secured by real estate

Retail

$

-

$

-

$

150

$

150

$

-

$

-

$

150

$

-

Floor plan

969

-

227

1,196

-

1,286

2,482

-

969

-

377

1,346

-

1,286

2,632

-

Other commercial and industrial

Retail

67

56

78

201

-

2,919

3,120

-

Floor plan

-

-

3

3

-

-

3

-

67

56

81

204

-

2,919

3,123

-

1,036

56

458

1,550

-

4,205

5,755

-

Consumer

Credit cards

827

443

641

1,911

-

29,452

31,363

-

Personal loans

95

15

62

172

-

2,680

2,852

-

922

458

703

2,083

-

32,132

34,215

-

Auto

4,321

1,608

739

6,668

4

57,721

64,393

-

Total

$

6,279

$

2,122

$

1,900

$

10,301

$

4

$

94,058

$

104,363

$

-

21


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

Loans 90+

Days Past

Current

Due and

30-59 Days

60-89 Days

90+ Days

Total Past

in Non-

Current

Still

Past Due

Past Due

Past Due

Due

Accrual

Accruing

Total Loans

Accruing

(In thousands)

Commercial

Commercial secured by real estate

Retail

$

-

$

-

$

228

$

228

$

-

$

-

$

228

$

-

Floor plan

-

-

467

467

-

2,422

2,889

-

-

-

695

695

-

2,422

3,117

-

Other commercial and industrial

Retail

186

29

178

393

-

3,331

3,724

-

Floor plan

-

-

7

7

-

609

616

-

186

29

185

400

-

3,940

4,340

-

186

29

880

1,095

-

6,362

7,457

-

Consumer

Credit cards

930

384

489

1,803

-

33,414

35,217

-

Personal loans

14

29

46

89

-

3,079

3,168

-

944

413

535

1,892

-

36,493

38,385

-

Auto

7,553

2,279

831

10,663

-

96,248

106,911

-

Total

$

8,683

$

2,721

$

2,246

$

13,650

$

-

$

139,103

$

152,753

$

-

Acquired BBVAPR Loans Accounted for under ASC 310-30 (including those accounted for under ASC 310-30 by analogy)

Acquired BBVAPR loans, except for credit cards, retail and commercial revolving lines of credits, floor plans and performing auto loans with FICO scores over 660 acquired at a premium, are accounted for by the Company in accordance with ASC 310-30.

The carrying amount corresponding to acquired BBVAPR loans with deteriorated credit quality, including those accounted under ASC 310-30 by analogy, in the statements of financial condition at September 30, 2016 and December 31, 2015 is as follows:

September 30,

December 31,

2016

2015

(In thousands)

Contractual required payments receivable (a)

$

1,716,721

$

1,945,098

Less: Non-accretable discount

367,754

434,190

Cash expected to be collected

1,348,967

1,510,908

Less: Accretable yield

361,356

361,688

Carrying amount, gross

987,611

1,149,220

Less: allowance for loan and lease losses (b)

29,819

25,785

Carrying amount, net

$

957,792

$

1,123,435

(a) Current period amounts have been re-measured using the revised de-recognition policy for purchased credit impaired loans implemented in the second quarter of 2016.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans implemented during the second quarter of 2016.

At September 30, 2016 and December 31, 2015, the Company had $ 65.6 million and $ 80.9 million, respectively, in loans granted to the Puerto Rico government, including its instrumentalities, public corporations and municipalities as part of its acquired BBVAPR loans accounted for under ASC 310-30.

22


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables describe the accretable yield and non-accretable discount activity of acquired BBVAPR loans accounted for under ASC 310-30 for the quarters and nine-month periods ended September 30, 2016 and 2015:

Quarter Ended September 30, 2016

Mortgage

Commercial

Construction

Auto

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

283,823

$

37,059

$

15,248

$

14,103

$

4,885

$

355,118

Accretion

(8,197)

(5,201)

(1,485)

(3,107)

(662)

(18,652)

Change in expected cash flows

(1)

1,764

(1)

618

(241)

2,139

Transfer from (to) non-accretable discount

24,056

(1,296)

283

(525)

233

22,751

Balance at end of period

$

299,681

$

32,326

$

14,045

$

11,089

$

4,215

$

361,356

Non-Accretable Discount Activity:

Balance at beginning of period

$

336,153

$

10,582

$

7,419

$

22,121

$

18,225

$

394,500

Change in actual and expected losses

(2,591)

(1,215)

(1)

(309)

121

(3,995)

Transfer (to) from accretable yield

(24,056)

1,296

(283)

525

(233)

(22,751)

Balance at end of period

$

309,506

$

10,663

$

7,135

$

22,337

$

18,113

$

367,754

Nine-Month Period Ended September 30, 2016

Mortgage

Commercial

Construction

Auto

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

268,794

$

45,411

$

19,615

$

21,578

$

6,290

$

361,688

Accretion

(24,798)

(16,312)

(4,661)

(10,934)

(2,470)

(59,175)

Change in expected cash flows

(1)

4,954

(209)

1,249

(242)

5,751

Transfer from (to) non-accretable discount

55,686

(1,727)

(700)

(804)

637

53,092

Balance at end of period

$

299,681

$

32,326

$

14,045

$

11,089

$

4,215

$

361,356

Non-Accretable Discount Activity:

Balance at beginning of period

$

374,772

$

11,781

$

6,764

$

22,039

$

18,834

$

434,190

Change in actual and expected losses

(9,580)

(2,845)

(329)

(506)

(84)

(13,344)

Transfer (to) from accretable yield

(55,686)

1,727

700

804

(637)

(53,092)

Balance at end of period

$

309,506

$

10,663

$

7,135

$

22,337

$

18,113

$

367,754

23


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Mortgage

Commercial

Construction

Auto

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

275,880

$

71,563

$

24,613

$

31,531

$

8,461

$

412,048

Accretion

(8,614)

(12,693)

(2,719)

(5,463)

(1,207)

(30,696)

Change in actual and expected losses

-

6,134

1,396

(1)

(1)

7,528

Transfer from (to) non-accretable discount

75

(6,450)

(4,075)

148

35

(10,267)

Balance at end of period

$

267,341

$

58,554

$

19,215

$

26,215

$

7,288

$

378,613

Non-Accretable Discount Activity:

Balance at beginning of period

$

389,107

$

10,770

$

6,994

$

23,690

$

19,356

$

449,917

Change in actual and expected losses

(2,184)

(12,090)

(2,937)

(555)

(315)

(18,081)

Transfer (to) from accretable yield

(75)

6,450

4,075

(148)

(35)

10,267

Balance at end of period

$

386,848

$

5,130

$

8,132

$

22,987

$

19,006

$

442,103

Nine-Month Period Ended September 30, 2015

Mortgage

Commercial

Construction

Auto

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

298,364

$

61,196

$

25,829

$

53,998

$

6,559

$

445,946

Accretion

(26,414)

(33,049)

(8,672)

(18,614)

(3,420)

(90,169)

Change in actual and expected losses

-

6,134

1,396

(1)

(1)

7,528

Transfer (to) from non-accretable discount

(4,609)

24,273

662

(9,168)

4,150

15,308

Balance at end of period

$

267,341

58,554

19,215

26,215

7,288

378,613

Non-Accretable Discount Activity:

Balance at beginning of period

$

389,839

$

23,069

$

3,486

$

16,215

$

24,018

$

456,627

Change in actual and expected losses

(7,600)

6,334

5,308

(2,396)

(862)

784

Transfer from (to) accretable yield

4,609

(24,273)

(662)

9,168

(4,150)

(15,308)

Balance at end of period

$

386,848

$

5,130

$

8,132

$

22,987

$

19,006

$

442,103

24


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Acquired Eurobank Loans

The carrying amount of acquired Eurobank loans at September 30, 2016 and December 31, 2015 is as follows:

September 30

December 31

2016

2015

(In thousands)

Contractual required payments receivable (a)

$

243,873

$

342,511

Less: Non-accretable discount

7,934

21,156

Cash expected to be collected

235,939

321,355

Less: Accretable yield

76,655

84,391

Carrying amount, gross

159,284

236,964

Less: Allowance for loan and lease losses (b)

22,812

90,178

Carrying amount, net

$

136,472

$

146,786

(a) Current period amounts have been re-measured using the revised de-recognition policy for purchased credit impaired loans implemented in the second quarter of 2016.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans implemented during the second quarter of 2016.

The following tables describe the accretable yield and non-accretable discount activity of acquired Eurobank loans for the quarters and nine-month periods ended September 30, 2016 and 2015:

Quarter Ended September 30, 2016

Loans Secured by 1-4 Family Residential Properties

Commercial and Other Construction

Construction & Development Secured by 1-4 Family Residential Properties

Leasing

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

48,336

$

29,142

$

2,204

$

-

$

-

$

79,682

Accretion

(2,217)

(6,570)

-

(62)

(490)

(9,339)

Change in expected cash flows

646

1,719

(8)

62

490

2,909

Transfer from (to) non-accretable discount

3,737

(188)

(146)

-

-

3,403

Balance at end of year

$

50,502

$

24,103

$

2,050

$

-

$

-

$

76,655

Non-Accretable Discount Activity:

Balance at beginning of period

$

11,555

$

-

$

-

$

-

$

-

$

11,555

Change in actual and expected losses

(845)

617

10

-

-

(218)

Transfer from (to) accretable yield

(3,737)

188

146

-

-

(3,403)

Balance at end of period

$

6,973

$

805

$

156

$

-

$

-

$

7,934

25


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Nine-Month Period Ended September 30, 2016

Loans Secured by   1-4 Family Residential Properties

Commercial and Other Construction

Construction & Development Secured by 1-4 Family Residential Properties

Leasing

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

51,954

$

26,970

$

2,255

$

-

$

3,212

$

84,391

Accretion

(6,746)

(15,193)

(47)

(60)

(1,751)

(23,797)

Change in expected cash flows

1,432

14,431

(31)

(15)

(1,456)

14,361

Transfer from (to) non-accretable discount

3,862

(2,105)

(127)

75

(5)

1,700

Balance at end of period

$

50,502

$

24,103

$

2,050

$

-

$

-

$

76,655

Non-Accretable Discount Activity:

Balance at beginning of period

$

12,869

$

-

$

-

$

-

$

8,287

$

21,156

Change in actual and expected losses

(2,034)

(1,300)

29

75

(8,292)

(11,522)

Transfer (to) from accretable yield

(3,862)

2,105

127

(75)

5

(1,700)

Balance at end of period

$

6,973

$

805

$

156

$

-

$

-

$

7,934

26


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Loans Secured by   1-4 Family Residential Properties

Commercial and Other Construction

Construction & Development Secured by 1-4 Family Residential Properties

Leasing

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

55,806

$

27,473

$

18,349

$

1,103

$

1,910

$

104,641

Accretion

(3,543)

(10,100)

(1,446)

(711)

(214)

(16,014)

Change in expected cash flows

4,320

43,775

(10,749)

270

118

37,734

Transfer from non-accretable discount

(2,188)

(30,400)

175

307

1,603

(30,503)

Balance at end of period

$

54,395

$

30,748

$

6,329

$

969

$

3,417

$

95,858

Non-Accretable Discount Activity:

Balance at beginning of period

$

11,402

$

-

$

-

$

-

$

9,730

$

21,132

Change in actual and expected losses

(8)

(30,400)

175

307

(34)

(29,960)

Transfer to accretable yield

2,188

30,400

(175)

(307)

(1,603)

30,503

Balance at end of period

$

13,582

$

-

$

-

$

-

$

8,093

$

21,675

Nine-Month Period Ended September 30, 2015

Loans Secured by   1-4 Family Residential Properties

Commercial and Other Construction

Construction & Development Secured by 1-4 Family Residential Properties

Leasing

Consumer

Total

(In thousands)

Accretable Yield Activity:

Balance at beginning of period

$

47,636

$

37,919

$

20,753

$

2,479

$

1,072

$

109,859

Accretion

(10,337)

(28,002)

(2,470)

(3,040)

(427)

(44,276)

Change in Expected Cash Flows

4,320

43,775

(10,749)

270

118

37,734

Transfer from (to) non-accretable discount

12,776

(22,944)

(1,205)

1,260

2,654

(7,459)

Balance at end of period

$

54,395

$

30,748

$

6,329

$

969

$

3,417

$

95,858

Non-Accretable Discount Activity:

Balance at beginning of period

$

27,348

$

24,464

$

-

$

-

$

10,598

$

62,410

Change in actual and expected cash flows

(990)

(47,408)

(1,205)

1,260

149

(48,194)

Transfer (to) from accretable yield

(12,776)

22,944

1,205

(1,260)

(2,654)

7,459

Balance at end of period

$

13,582

$

-

$

-

$

-

$

8,093

$

21,675

27


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Non-accrual Loans

The following table presents the recorded investment in loans in non-accrual status by class of loans as of September 30, 2016 and December 31, 2015:

September 30,

December 31,

2016

2015

(In thousands)

Originated and other loans and leases held for investment

Mortgage

Traditional (by origination year):

Up to the year 2002

$

3,436

$

3,786

Years 2003 and 2004

6,474

5,737

Year 2005

4,367

3,627

Year 2006

7,412

8,189

Years 2007, 2008 and 2009

10,931

14,625

Years 2010, 2011, 2012, 2013

10,059

10,588

Years 2014, 2015 and 2016

1,197

663

43,876

47,215

Non-traditional

5,002

5,092

Loss mitigation program

21,485

20,172

70,363

72,479

Home equity loans, secured personal loans

-

64

70,363

72,543

Commercial

Commercial secured by real estate

Middle market

4,726

12,729

Retail

11,040

8,726

15,766

21,455

Other commercial and industrial

Institutional

1,845

190,290

Middle market

1,350

1,565

Retail

2,101

1,932

Floor plan

790

39

6,086

193,826

21,852

215,281

Consumer

Credit cards

510

369

Personal lines of credit

37

100

Personal loans

1,890

1,146

Cash collateral personal loans

30

16

2,467

1,631

Auto and leasing

9,477

8,418

Total non-accrual originated loans

$

104,159

$

297,873

28


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

September 30,

December 31,

2016

2015

(In thousands)

Acquired BBVAPR loans accounted for under ASC 310-20

Commercial

Commercial secured by real estate

Retail

$

150

$

228

Floor plan

227

467

377

695

Other commercial and industrial

Retail

78

178

Floor plan

3

7

81

185

458

880

Consumer

Credit cards

641

489

Personal loans

62

46

703

535

Auto

777

831

Total non-accrual acquired BBVAPR loans accounted for under ASC 310-20

1,938

2,246

Total non-accrual loans

$

106,097

$

300,119

Loans accounted for under ASC 310-30 are excluded from the above table as they are considered to be performing due to the application of the accretion method, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses or are accounted for under the cost recovery method.

Delinquent residential mortgage loans insured or guaranteed under applicable Federal Housing Administration ("FHA") and U.S. Department of Veterans Affairs ("VA") programs are classified as non-performing loans when they become 90 days or more past due, but are not placed in non-accrual status until they become 18 months or more past due, since they are insured loans. Therefore, these loans are included as non-performing loans but excluded from non-accrual loans. In addition, these loans are excluded from the impairment analysis.

During the first quarter of 2015, the participation in the PREPA line of credit was classified as non-accrual. At December 31, 2015, this participation had an unpaid principal balance of $ 190.3 million. During the third quarter of 2016, the Company agreed to sell its participation with a settlement on October 7, 2016. Therefore, at September 30, 2016 this line of credit was reported as other loans held for sale, at fair value of $123.1 million .

At September 30, 2016 and December 31, 2015, loans whose terms have been extended and which are classified as troubled-debt restructurings that are not included in non-accrual loans amounted to $ 100.3 million and $ 93.6 million, respectively, as they are performing under their new terms.

29


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Impaired Loans

The Company evaluates all loans, some individually and others as homogeneous groups, for purposes of determining impairment. The total investment in impaired commercial loans was $ 36.6 million and $ 235.8 million at September 30, 2016 and December 31, 2015, respectively. Impaired commercial loans at December 31, 2015 included the PREPA line of credit with an unpaid principal balance of $ 190.3 million. The impaired commercial loans were measured based on the fair value of collateral or the present value of cash flows, including those identified as troubled-debt restructurings. The valuation allowance for impaired commercial loans amounted to $ 5.6 million at September 30, 2016 and $ 55.9 million at December 31, 2015.  The valuation allowance for impaired commercial loans at December 31, 2015 included $ 53.3 million of specific allowance for PREPA. The total investment in impaired mortgage loans was $ 92.3 million and $ 90.0 million at September 30, 2016 and December 31, 2015, respectively. Impairment on mortgage loans assessed as troubled-debt restructurings was measured using the present value of cash flows. The valuation allowance for impaired mortgage loans amounted to $ 8.7 million at September 30, 2016 and $ 9.2 million at December 31, 2015.

Originated and Other Loans and Leases Held for Investment

The Company’s recorded investment in commercial and mortgage loans categorized as originated and other loans and leases held for investment that were individually evaluated for impairment and the related allowance for loan and lease losses at September 30, 2016 and December 31, 2015 are as follows:

September 30, 2016

Unpaid

Recorded

Related

Principal

Investment

Allowance

Coverage

(In thousands)

Impaired loans with specific allowance:

Commercial

$

16,915

$

14,949

$

5,572

38%

Residential impaired and troubled-debt restructuring

100,390

92,343

8,725

9%

Impaired loans with no specific allowance:

Commercial

27,908

21,420

-

0%

Total investment in impaired loans

$

145,213

$

128,712

$

14,297

11%

December 31, 2015

Unpaid

Recorded

Related

Principal

Investment

Allowance

Coverage

(In thousands)

Impaired loans with specific allowance:

Commercial

$

210,718

$

199,366

$

55,947

28%

Residential impaired and troubled-debt restructuring

97,424

89,973

9,233

10%

Impaired loans with no specific allowance

Commercial

42,110

35,928

-

0%

Total investment in impaired loans

$

350,252

$

325,267

$

65,180

20%

30


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Acquired BBVAPR Loans

Loans Accounted for under ASC 310-20 (Loans with revolving feature and/or acquired at a premium)

The Company’s recorded investment in acquired BBVAPR commercial loans accounted for under ASC 310-20 that were individually evaluated for impairment and the related allowance for loan and lease losses at September 30, 2016 and December 31, 2015 are as follows:

September 30, 2016

Unpaid

Recorded

Related

Principal

Investment

Allowance

Coverage

(In thousands)

Impaired loans with no specific allowance

Commercial

$

251

$

230

$

-

0%

Total investment in impaired loans

$

251

$

230

$

-

0%

December 31, 2015

Unpaid

Recorded

Specific

Principal

Investment

Allowance

Coverage

(In thousands)

Impaired loans with no specific allowance

Commercial

$

486

$

474

$

-

0%

Total investment in impaired loans

$

486

$

474

$

-

0%

Loans Accounted for under ASC 310-30 (including those accounted for under ASC 310-30 by analogy)

The Company’s recorded investment in acquired BBVAPR loan pools accounted for under ASC 310-30 that have recorded impairments and their related allowance for loan and lease losses at September 30, 2016 and December 31, 2015 are as follows :

September 30, 2016

Coverage

Unpaid

Recorded

to Recorded

Principal

Investment

Allowance

Investment

(In thousands)

Impaired loan pools with specific allowance: (a)(b)

Mortgage

$

608,751

$

579,770

$

2,664

0%

Commercial

168,980

164,061

17,878

11%

Construction

52,775

51,271

4,120

8%

Auto

107,358

100,475

5,157

5%

Total investment in impaired loan pools

$

937,864

$

895,577

$

29,819

3%

(a) Current period amounts have been re-measured using the revised derecognition policy for purchased credit impaired loans implemented in the second quarter of 2016.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was derecognized due to the revision in the derecognition policy for these loans implemented during the second quarter of 2016.

31


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31 , 2015

Coverage

Unpaid

Recorded

to Recorded

Principal

Investment

Allowance

Investment

(In thousands)

Impaired loan pools with specific allowance:

Mortgage

$

608,294

$

608,294

$

1,761

0%

Commercial

287,311

168,107

15,455

9%

Construction

88,180

87,983

5,707

6%

Auto

153,592

153,592

2,862

2%

Total investment in impaired loan pools

$

1,137,377

$

1,017,976

$

25,785

3%

The tables above only present information with respect to acquired BBVAPR loans and pools accounted for under ASC 310-30 if there is a recorded impairment to such loans or loan pools and a specific allowance for loan losses.

Acquired Eurobank Loans

The Company’s recorded investment in acquired Eurobank loan pools that have recorded impairments and their related allowance for loan and lease losses as of September 30, 2016 and December 31, 2015 are as follows :

September 30, 2016

Coverage

Unpaid

Recorded

to Recorded

Principal

Investment

Allowance

Investment

(In thousands)

Impaired loan pools with specific allowance: (a)(b)

Loans secured by 1-4 family residential properties

$

83,216

$

70,337

$

12,268

17%

Commercial and construction

57,889

53,445

10,544

20%

Consumer

-

1,488

-

0%

Total investment in impaired loan pools

$

141,105

$

125,270

$

22,812

18%

(a) Current period amounts have been re-measured using the revised derecognition policy for purchased credit impaired loans implemented in the second quarter of 2016.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was derecognized due to the revision in the derecognition policy for these loans implemented during the second quarter of 2016.

December 31, 2015

Coverage

Unpaid

Recorded

Specific

to Recorded

Principal

Investment

Allowance

Investment

(In thousands)

Impaired loan pools with specific allowance

Loans secured by 1-4 family residential properties

$

101,444

$

92,273

$

22,570

24%

Commercial and construction

133,148

142,377

67,365

47%

Consumer

6,713

2,314

243

11%

Total investment in impaired loan pools

$

241,305

$

236,964

$

90,178

38%

The tables above only present information with respect to acquired Eurobank loans and loan pools accounted for under ASC 310-30 if there is a recorded impairment to such loans or loan pools and a specific allowance for loan losses.

32


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents the interest recognized in commercial and mortgage loans that were individually evaluated for impairment, excluding loans accounted for under ASC 310-30 for the quarters and nine-month periods ended September 30, 2016 and 2015:

Quarter Ended September 30,

2016

2015

Interest Income Recognized

Average Recorded Investment

Interest Income Recognized

Average Recorded Investment

(In thousands)

Originated and other loans held for investment:

Impaired loans with specific allowance

Commercial

$

162

$

73,729

$

37

$

207,610

Residential troubled-debt restructuring

765

91,345

788

90,278

Impaired loans with no specific allowance

Commercial

259

62,946

365

31,159

1,186

228,020

1,190

329,047

Acquired loans accounted for under ASC 310-20:

Impaired loans with specific allowance

Commercial

$

15

$

323

$

-

$

-

Impaired loans with no specific allowance

Commercial

-

952

-

1,077

Total interest income from impaired loans

$

1,201

$

229,295

$

1,190

$

330,124

Nine-Month Period Ended September 30,

2016

2015

Interest Income Recognized

Average Recorded Investment

Interest Income Recognized

Average Recorded Investment

(In thousands)

Originated and other loans held for investment:

Impaired loans with specific allowance

Commercial

$

202

$

155,094

$

73

$

166,633

Residential troubled-debt restructuring

2,321

90,881

2,381

90,903

Impaired loans with no specific allowance

Commercial

749

42,050

727

74,247

Total interest income from impaired loans

$

3,272

$

288,025

$

3,181

$

331,783

Aquired loans accounted for under SC 310-20:

Impaired loans with specific allowance

Commercial

$

45

$

108

$

-

$

-

Impaired loans with no specific allowance

Commercial

-

736

-

1,641

Total interest income from impaired loans

$

3,317

$

288,869

$

3,181

$

333,424

33


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Modifications

The following tables present the troubled-debt restructurings during the quarters and nine-month periods ended September 30, 2016 and 2015.

Quarter Ended September 30, 2016

Number of contracts

Pre-Modification Outstanding Recorded Investment

Pre-Modification Weighted Average Rate

Pre-Modification Weighted Average Term (in Months)

Post-Modification Outstanding Recorded Investment

Post-Modification Weighted Average Rate

Post-Modification Weighted Average Term (in Months)

(Dollars in thousands)

Mortgage

20

$

2,737

6.28%

297

$

2,768

4.72%

387

Commercial

5

7,352

5.31%

65

7,352

5.89%

130

Consumer

20

183

14.73%

72

210

12.72%

54

Nine-Month Period Ended September 30, 2016

Number of contracts

Pre-Modification Outstanding Recorded Investment

Pre-Modification Weighted Average Rate

Pre-Modification Weighted Average Term (in Months)

Post-Modification Outstanding Recorded Investment

Post-Modification Weighted Average Rate

Post-Modification Weighted Average Term (in Months)

(Dollars in thousands)

Mortgage

72

$

9,558

6.00%

347

$

9,284

4.69%

462

Commercial

13

8,675

5.53%

63

8,676

5.95%

120

Consumer

67

739

13.63%

74

813

11.12%

67

Quarter Ended September 30, 2015

Number of contracts

Pre-Modification Outstanding Recorded Investment

Pre-Modification Weighted Average Rate

Pre-Modification Weighted Average Term (in Months)

Post-Modification Outstanding Recorded Investment

Post-Modification Weighted Average Rate

Post-Modification Weighted Average Term (in Months)

(Dollars in thousands)

Mortgage

30

$

3,846

6.34%

338

$

3,992

4.45%

180

Commercial

3

1,001

6.50%

12

8,511

3.19%

12

Consumer

27

170

12.41%

70

400

12.32%

52

Nine-Month Period Ended September 30, 2015

Number of contracts

Pre-Modification Outstanding Recorded Investment

Pre-Modification Weighted Average Rate

Pre-Modification Weighted Average Term (in Months)

Post-Modification Outstanding Recorded Investment

Post-Modification Weighted Average Rate

Post-Modification Weighted Average Term (in Months)

(Dollars in thousands)

Mortgage

127

$

15,455

5.07%

346

$

15,586

4.21%

306

Commercial

7

5,534

6.77%

67

13,045

4.52%

57

Consumer

59

567

13.87%

71

840

13.33%

60

Auto

1

64

12.95%

72

65

12.95%

72

34


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents troubled-debt restructurings for which there was a payment default during the twelve-month periods ended September 30, 2016 and 2015:

Twelve-Month Period Ended September 30,

2016

2015

Number of Contracts

Recorded Investment

Number of Contracts

Recorded Investment

(Dollars in thousands)

Mortgage

23

$

3,437

49

$

5,396

Commercial

2

$

157

-

$

-

Consumer

7

$

68

8

$

177

Auto

-

$

-

1

$

64

Credit Quality Indicators

The Company categorizes originated and other loans and acquired loans accounted for under ASC 310-20 into risk categories based on relevant information about the ability of borrowers to service their debt, such as economic conditions, portfolio risk characteristics, prior loss experience, and the results of periodic credit reviews of individual loans.

The Company uses the following definitions for risk ratings:

Pass: Loans classified as “pass” have a well-defined primary source of repayment very likely to be sufficient, with no apparent risk, strong financial position, minimal operating risk, profitability, liquidity and capitalization better than industry standards.

Special Mention: Loans classified as “special mention” have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

Substandard: Loans classified as “substandard” are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as “doubtful” have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, questionable and improbable.

Loss: Loans classified as “loss” are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this worthless loan even though partial recovery may be effected in the future.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

35


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of September 30, 2016 and December 31, 2015 , and based on the most recent analysis performed, the risk category of gross originated and other loans and BBVAPR acquired loans accounted for under ASC 310-20 subject to risk rating by class of loans is as follows:

September 30, 2016

Risk Ratings

Individually

Balance

Special

Measured for

Outstanding

Pass

Mention

Substandard

Doubtful

Impairment

(In thousands)

Commercial - originated and other loans held for investment

Commercial secured by real estate:

Corporate

$

240,458

$

225,559

$

14,899

$

-

$

-

$

-

Institutional

28,760

25,745

-

-

-

3,015

Middle market

236,813

200,191

23,628

517

-

12,477

Retail

248,549

224,865

6,486

4,435

-

12,763

Floor plan

2,793

1,824

-

-

-

969

Real estate

15,783

15,783

-

-

-

-

773,156

693,967

45,013

4,952

-

29,224

Other commercial and industrial:

Corporate

126,325

126,325

-

-

-

-

Institutional

174,833

172,749

239

-

-

1,845

Middle market

86,699

80,606

4,582

161

-

1,350

Retail

73,945

68,670

863

1,328

-

3,084

Floor plan

32,219

27,396

3,876

81

-

866

494,021

475,746

9,560

1,570

-

7,145

Total

1,267,177

1,169,713

54,573

6,522

-

36,369

Commercial - acquired loans

(under ASC 310-20)

Commercial secured by real estate:

Retail

150

-

-

150

-

-

Floor plan

2,482

1,899

356

-

-

227

2,632

1,899

356

150

-

227

Other commercial and industrial:

Retail

3,120

3,096

-

24

-

-

Floor plan

3

-

-

-

-

3

3,123

3,096

-

24

-

3

Total

5,755

4,995

356

174

-

230

Total

$

1,272,932

$

1,174,708

$

54,929

$

6,696

$

-

$

36,599

36


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

Risk Ratings

Individually

Balance

Special

Measured for

Outstanding

Pass

Mention

Substandard

Doubtful

Impairment

(In thousands)

Commercial - originated and other loans held for investment

Commercial secured by real estate:

Corporate

$

227,557

$

212,410

$

15,147

$

-

$

-

$

-

Institutional

33,807

25,907

-

-

-

7,900

Middle market

206,948

181,916

9,697

-

-

15,335

Retail

241,090

217,836

7,936

5,097

-

10,221

Floor plan

2,892

2,892

-

-

-

-

Real estate

16,662

16,662

-

-

-

-

728,956

657,623

32,780

5,097

-

33,456

Other commercial and industrial:

Corporate

108,582

100,826

-

-

-

7,756

Institutional

380,985

190,695

-

-

-

190,290

Middle market

107,313

97,288

8,052

-

-

1,973

Retail

77,797

73,757

1,076

1,184

-

1,780

Floor plan

38,016

35,862

2,115

-

-

39

712,693

498,428

11,243

1,184

-

201,838

Total

1,441,649

1,156,051

44,023

6,281

-

235,294

Commercial - acquired loans

(under ASC 310-20)

Commercial secured by real estate:

Retail

228

-

-

228

-

-

Floor plan

2,889

602

1,820

-

-

467

3,117

602

1,820

228

-

467

Other commercial and industrial:

Retail

3,724

3,637

-

87

-

-

Floor plan

616

609

-

-

-

7

4,340

4,246

-

87

-

7

Total

7,457

4,848

1,820

315

-

474

Total

$

1,449,106

$

1,160,899

$

45,843

$

6,596

$

-

$

235,768

37


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At September 30, 2016 and December 31, 2015, the Company had outstanding credit facilities held for investment of approximately $ 202.4 million and $ 415.4 million, respectively, granted to the Puerto Rico government, including its instrumentalities, public corporations and municipalities, included within the portfolios of originated and other loans and acquired BBVAPR loans accounted for under ASC 310-30. A substantial portion of the Company’s credit exposure to Puerto Rico’s government consists of collateralized loans or obligations that have a specific source of income or revenues identified for their repayment. Approximately $ 191.2 million of these loans are general obligations of municipalities secured by ad valorem taxation, without limitation as to rate or amount, on all taxable property within the issuing municipalities.  The good faith, credit and unlimited taxing power of each issuing municipality are pledged for the payment of its general obligations.

At September 30, 2016 , we had approximately $ 11.2 million of credit facilities to central government and public corporations of the Commonwealth, consisting of a participation in a loan to the Puerto Rico Housing Finance Authority ("PRHFA") with an outstanding balance of $ 10.9 million to be repaid from abandoned or unclaimed funds at financial institutions that revert to the government under a Puerto Rico escheat law. The loan to PRHFA defaulted on an annual principal payment in the third quarter of 2016.

The outstanding balance of credit facilities to the central government and public corporations decreased by $ 200.8 million during 2016 mainly as a result of the sale of the PREPA fuel line of credit which had an outstanding balance of $190.3 million at December 31, 2015. At September 30, 2016, this fuel line of credit was reported as othe r loans held for sale, at fair value. The sale settled on October 7, 2016.

38


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For residential and consumer loan classes, the Company evaluates credit quality based on the delinquency status of the loan. As of September 30, 2016 and December 31, 2015, and based on the most recent analysis performed, the risk category of gross originated and other loans and acquired BBVAPR loans accounted for under ASC 310-20 not subject to risk rating by class of loans is as follows:

September 30, 2016

Delinquency

Individually

Balance

Measured for

Outstanding

0-29 days

30-59 days

60-89 days

90-119 days

120-364 days

365+ days

Impairment

(In thousands)

Originated and other loans and leases held for investment

Mortgage

Traditional

(by origination year)

Up to the year 2002

$

52,446

$

46,884

$

-

$

1,607

$

304

$

1,296

$

1,646

$

709

Years 2003 and 2004

92,909

81,218

-

4,003

1,492

1,806

2,442

1,948

Year 2005

50,682

44,294

123

1,810

790

910

1,797

958

Year 2006

71,939

58,195

231

3,380

955

1,283

4,173

3,722

Years 2007, 2008

and 2009

80,847

64,798

171

1,779

863

2,212

7,068

3,956

Years 2010, 2011, 2012

2013

143,436

131,227

292

2,398

717

809

3,954

4,039

Years 2014, 2015 and 2016

104,416

102,788

-

430

244

447

460

47

596,675

529,404

817

15,407

5,365

8,763

21,540

15,379

Non-traditional

24,339

19,036

-

301

-

1,904

3,098

-

Loss mitigation program

104,416

17,991

2,086

1,598

1,150

1,233

3,394

76,964

725,430

566,431

2,903

17,306

6,515

11,900

28,032

92,343

Home equity secured

personal loans

339

339

-

-

-

-

-

-

GNMA's buy-back

option program

9,598

-

-

-

1,872

4,065

3,661

-

735,367

566,770

2,903

17,306

8,387

15,965

31,693

92,343

Consumer

Credit cards

25,464

24,204

486

264

251

259

-

-

Overdrafts

196

178

12

3

2

1

-

-

Unsecured personal lines of credit

2,292

2,199

38

18

21

13

3

-

Unsecured personal loans

234,995

230,259

2,154

1,657

889

36

-

-

Cash collateral personal loans

15,719

15,525

162

2

30

-

-

-

278,666

272,365

2,852

1,944

1,193

309

3

-

Auto and Leasing

730,589

656,880

46,564

18,738

6,015

2,392

-

-

1,744,622

1,496,015

52,319

37,988

15,595

18,666

31,696

92,343

Acquired loans (accounted for under ASC 310-20)

Consumer

Credit cards

31,363

29,452

827

443

238

403

-

-

Personal loans

2,852

2,679

95

15

22

41

-

-

34,215

32,131

922

458

260

444

-

-

Auto

64,393

57,725

4,321

1,608

588

151

-

-

98,608

89,856

5,243

2,066

848

595

-

-

Total

$

1,843,230

$

1,585,871

$

57,562

$

40,054

$

16,443

$

19,261

$

31,696

$

92,343

39


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2015

Delinquency

Individually

Balance

Measured for

Outstanding

0-29 days

30-59 days

60-89 days

90-119 days

120-364 days

365+ days

Impairment

(In thousands)

Originated and other loans and leases held for investment

Mortgage

Traditional

(by origination year)

Up to the year 2002

$

57,789

$

50,912

$

82

$

2,218

$

530

$

1,504

$

1,858

$

685

Years 2003 and 2004

99,446

87,060

251

4,867

1,261

1,353

2,921

1,733

Year 2005

54,221

47,197

79

2,553

292

1,068

2,189

843

Year 2006

78,403

63,659

318

2,878

1,168

1,895

4,871

3,614

Years 2007, 2008

and 2009

91,546

71,439

170

1,665

685

2,972

10,725

3,890

Years 2010, 2011, 2012

2013

150,744

134,945

569

1,611

434

1,982

6,737

4,466

Year 2014 and 2015

85,856

85,128

-

65

148

281

234

-

618,005

540,340

1,469

15,857

4,518

11,055

29,535

15,231

Non-traditional

29,552

23,497

-

977

552

2,621

1,905

-

Loss mitigation program

101,916

16,031

4,173

1,977

727

1,728

2,538

74,742

749,473

579,868

5,642

18,811

5,797

15,404

33,978

89,973

Home equity secured

personal loans

410

346

-

-

-

64

-

-

GNMA's buy-back

option program

7,945

-

-

-

1,593

3,578

2,774

-

757,828

580,214

5,642

18,811

7,390

19,046

36,752

89,973

Consumer

Credit cards

22,766

21,766

449

182

179

190

-

-

Overdrafts

190

166

24

-

-

-

-

-

Unsecured personal lines of credit

2,244

2,125

74

-

17

28

-

-

Unsecured personal loans

201,156

197,339

2,083

1,107

621

6

-

-

Cash collateral personal loans

16,594

16,450

125

17

2

-

-

-

242,950

237,846

2,755

1,306

819

224

-

-

Auto and Leasing

669,163

590,482

53,549

16,839

5,708

2,585

-

-

1,669,941

1,408,542

61,946

36,956

13,917

21,855

36,752

89,973

Acquired loans (accounted for under ASC 310-20)

Consumer

Credit cards

35,217

33,414

930

384

186

303

-

-

Personal loans

3,168

3,079

14

29

1

45

-

-

38,385

36,493

944

413

187

348

-

-

Auto

106,911

96,247

7,553

2,279

623

209

-

-

145,296

132,740

8,497

2,692

810

557

-

-

Total

$

1,815,237

$

1,541,282

$

70,443

$

39,648

$

14,727

$

22,412

$

36,752

$

89,973

40


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 5 – ALLOWANCE FOR LOAN AND LEASE LOSSES

The composition of the Company’s allowance for loan and lease losses at September 30, 2016 and December 31, 2015 was as follows :

September 30,

December 31,

2016

2015

(In thousands)

Allowance for loans and lease losses on non-acquired loans:

Originated and other loans and leases held for investment:

Mortgage

$

18,527

$

18,352

Commercial

12,307

64,791

Consumer

12,289

11,197

Auto and leasing

19,002

18,261

Unallocated

43

25

Total allowance for originated and other loans and lease losses

62,168

112,626

Acquired loans:

Acquired BBVAPR loans:

Accounted for under ASC 310-20 (Loans with revolving feature and/or

acquired at a premium)

Commercial

18

26

Consumer

2,946

3,429

Auto

1,249

2,087

4,213

5,542

Accounted for under ASC 310-30 (Loans acquired with deteriorated

credit quality, including those by analogy) (a)

Mortgage

2,664

1,762

Commercial

21,998

21,161

Auto

5,157

2,862

29,819

25,785

Total allowance for acquired BBVAPR loans and lease losses

34,032

31,327

Acquired Eurobank loans: (a)

Loans secured by 1-4 family residential properties

12,268

22,570

Commercial and other construction

10,544

67,365

Consumer

-

243

Total allowance for acquired Eurobank loan and lease losses (a)

22,812

90,178

Total allowance for loan and lease losses (a)

$

119,012

$

234,131

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016 .

The Company maintains an allowance for loan and lease losses at a level that management considers adequate to provide for probable losses based upon an evaluation of known and inherent risks. The Company’s allowance for loan and lease losses policy provides for a detailed quarterly analysis of probable losses. The analysis includes a review of historical loan loss experience, value of underlying collateral, current economic conditions, financial condition of borrowers and other pertinent factors. While management uses available information in estimating probable loan losses, future additions to the allowance may be required based on factors beyond the Company’s control. We also maintain an allowance for loan losses on acquired loans when: (i) for loans accounted for under ASC 310-30, there is deterioration in credit quality subsequent to acquisition, and (ii) for loans accounted for under ASC 310-20, the inherent losses in the loans exceed the remaining credit discount recorded at the time of acquisition.

41


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Effective June 30, 2016, pursuant to supervisory direction, the Company revised its purchase credit impaired policy for all loans accounted for under ASC 310-30. Under the revised policy, the Company writes-off the loan’s recorded investment and derecognizes the associated allowance for loan and lease losses for loans that exit the pools. The revised policy was implemented prospectively due to the immaterial impact of retrospective adoption. Prior to June 30, 2016, the pool’s carrying value and allowance was determined by discounting expected cash flows at the pool’s effective yield. The allowance for loa n and lease losses was maintained until all of the loans in the pool were paid off or charged-off. During the nine-month period ended September 30, 2016, the Company de-recognized $8.9 million and $73.1 million in the recorded investment balance and associated allowance for loans that had exited the pools for acquired BBVAPR loans and acquired Eurobank loans, respectively, with no impact to the provision for loan and lease losses.

Allowance for Originated and Other Loan and Lease Losses Held for Investment

The following tables present the activity in our allowance for loan and lease losses and the related recorded investment of the originated and other loans held for investment by segment for the periods indicated:

Quarter Ended September 30, 2016

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses for originated and other loans:

Balance at beginning of period

$

18,537

$

63,144

$

11,771

$

19,259

$

101

$

112,812

Charge-offs

(1,656)

(56,700)

(3,173)

(7,804)

-

(69,333)

Recoveries

21

93

120

3,747

-

3,981

Provision (recapture) for originated and

other loans and lease losses

1,625

5,770

3,571

3,800

(58)

14,708

Balance at end of period

$

18,527

$

12,307

$

12,289

$

19,002

$

43

$

62,168

Nine-Month Period Ended September 30, 2016

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses for originated and other loans:

Balance at beginning of period

$

18,352

$

64,791

$

11,197

$

18,261

$

25

$

112,626

Charge-offs

(4,692)

(58,544)

(8,310)

(24,267)

-

(95,813)

Recoveries

204

407

355

9,969

-

10,935

Provision for originated and

other loans and lease losses

4,663

5,653

9,047

15,039

18

34,420

Balance at end of period

$

18,527

$

12,307

$

12,289

$

19,002

$

43

$

62,168

42


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

September 30, 2016

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses on originated and other loans:

Ending allowance balance attributable

to loans:

Individually evaluated for impairment

$

8,725

$

5,572

$

-

$

-

$

-

$

14,297

Collectively evaluated for impairment

9,802

6,735

12,289

19,002

43

47,871

Total ending allowance balance

$

18,527

$

12,307

$

12,289

$

19,002

$

43

$

62,168

Loans:

Individually evaluated for impairment

$

92,343

$

36,369

$

-

$

-

$

-

$

128,712

Collectively evaluated for impairment

643,024

1,230,808

278,666

730,589

-

2,883,087

Total ending loan balance

$

735,367

$

1,267,177

$

278,666

$

730,589

$

-

$

3,011,799

43


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses for originated and other loans:

Balance at beginning of period

$

18,076

$

34,779

$

10,464

$

15,064

$

606

$

78,989

Charge-offs

(1,058)

(828)

(2,471)

(8,510)

-

(12,867)

Recoveries

270

63

186

3,251

-

3,770

Provision (recapture) for originated and

other loans and lease losses

4

1,510

2,637

6,869

(561)

10,459

Balance at end of period

$

17,292

$

35,524

$

10,816

$

16,674

$

45

$

80,351

Nine-Month Period Ended September 30, 2015

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses for originated and other loans:

Balance at beginning of year

$

19,679

$

8,432

$

9,072

$

14,255

$

1

$

51,439

Charge-offs

(3,829)

(2,317)

(6,456)

(24,307)

-

(36,909)

Recoveries

338

372

729

10,060

-

11,499

Provision for originated and

other loans and lease losses

1,104

29,037

7,471

16,666

44

54,322

Balance at end of year

$

17,292

$

35,524

$

10,816

$

16,674

$

45

$

80,351

December 31, 2015

Mortgage

Commercial

Consumer

Auto and Leasing

Unallocated

Total

(In thousands)

Allowance for loan and lease losses on originated and other loans:

Ending allowance balance attributable

to loans:

Individually evaluated for impairment

$

9,233

$

55,947

$

-

$

-

$

-

$

65,180

Collectively evaluated for impairment

9,119

8,844

11,197

18,261

25

47,446

Total ending allowance balance

$

18,352

$

64,791

$

11,197

$

18,261

$

25

$

112,626

Loans:

Individually evaluated for impairment

$

89,973

$

235,294

$

-

$

-

$

-

$

325,267

Collectively evaluated for impairment

667,855

1,206,355

242,950

669,163

-

2,786,323

Total ending loan balance

$

757,828

$

1,441,649

$

242,950

$

669,163

$

-

$

3,111,590

During the third quarter of 2016, the Company entered into an agreement to sell its outstanding participation in the PREPA line of credit. As a result of this transaction, the Company recognized a $ 56.2 million charge-off and a $ 2.9 million provision for loan and lease losses during the quarter ended September 30, 2016 .

44


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Allowance for BBVAPR Acquired Loan Losses

Loans accounted for under ASC 310-20 (Loans with revolving feature and/or acquired at a premium)

The following tables present the activity in our allowance for loan losses and related recorded investment of the associated loans in our BBVAPR acquired loan portfolio, excluding loans accounted for under ASC 310-30, for the periods indicated:

Quarter Ended September 30, 2016

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Balance at beginning of period

$

21

$

3,002

$

1,464

$

-

$

4,487

Charge-offs

(2)

(889)

(475)

-

(1,366)

Recoveries

16

67

461

-

544

Provision (recapture) for acquired BBVAPR

loan and lease losses accounted for

under ASC 310-20

(17)

766

(201)

-

548

Balance at end of period

$

18

$

2,946

$

1,249

$

-

$

4,213

Nine-Month Period Ended September 30, 2016

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Balance at beginning of year

$

26

$

3,429

$

2,087

$

-

$

5,542

Charge-offs

(21)

(2,714)

(1,783)

-

(4,518)

Recoveries

56

236

1,505

-

1,797

Provision (recapture) for acquired BBVAPR

loan and lease losses accounted for

under ASC 310-20

(43)

1,995

(560)

-

1,392

Balance at end of year

$

18

$

2,946

$

1,249

$

-

$

4,213

September 30, 2016

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Ending allowance balance attributable

to loans:

Collectively evaluated for impairment

$

18

$

2,946

$

1,249

$

-

$

4,213

Total ending allowance balance

$

18

$

2,946

$

1,249

$

-

$

4,213

Loans:

Collectively evaluated for impairment

5,755

34,215

64,393

-

104,363

Total ending loan balance

$

5,755

$

34,215

$

64,393

$

-

$

104,363

45


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Balance at beginning of period

$

54

$

2,616

$

2,859

$

-

$

5,529

Charge-offs

(22)

(1,103)

(1,150)

-

(2,275)

Recoveries

7

59

502

-

568

Provision (recapture) for acquired

loan and lease losses accounted for

under ASC 310-20

(17)

1,485

183

-

1,651

Balance at end of period

$

22

$

3,057

$

2,394

$

-

$

5,473

Nine-Month Period Ended September 30, 2015

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Balance at beginning of year

$

65

$

1,211

$

3,321

$

-

$

4,597

Charge-offs

(38)

(3,789)

(3,454)

-

(7,281)

Recoveries

24

622

1,574

-

2,220

Provision (recapture) for acquired

loan and lease losses accounted for

under ASC 310-20

(29)

5,013

953

-

5,937

Balance at end of period

$

22

$

3,057

$

2,394

$

-

$

5,473

December 31, 2015

Commercial

Consumer

Auto

Unallocated

Total

(In thousands)

Allowance for loan and lease losses

for acquired BBVAPR loans

accounted for under ASC 310-20:

Ending allowance balance attributable

to loans:

Collectively evaluated for impairment

$

26

$

3,429

$

2,087

$

-

$

5,542

Total ending allowance balance

$

26

$

3,429

$

2,087

$

-

$

5,542

Loans:

Individually evaluated for impairment

$

474

$

-

$

-

$

-

$

474

Collectively evaluated for impairment

6,983

38,385

106,911

-

152,279

Total ending loan balance

$

7,457

$

38,385

$

106,911

$

-

$

152,753

46


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Loans Accounted for under ASC 310-30 (including those accounted for under ASC 310-30 by analogy)

The following tables present the activity in our allowance for loan losses and related recorded investment of the acquired BBVAPR loan portfolio accounted for under ASC 310-30, for the periods indicated :

Quarter Ended September 30, 2016

Mortgage

Commercial

Consumer

Auto

Total

(In thousands)

Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-30:

Balance at beginning of period

$

1,585

$

15,863

$

-

$

5,353

$

22,801

Provision for BBVAPR loans and

lease losses accounted for

under ASC 310-30

1,079

6,324

-

-

7,403

Allowance de-recognition (a)

-

(189)

-

(196)

(385)

Balance at end of period

$

2,664

$

21,998

$

-

$

5,157

$

29,819

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

Nine-Month Period Ended September 30, 2016

Mortgage

Commercial

Consumer

Auto

Total

(In thousands)

Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-30:

Balance at beginning of period

$

1,678

$

21,245

$

-

$

2,862

$

25,785

Provision for BBVAPR loans

and lease losses accounted for

under ASC 310-30

1,000

9,552

-

2,693

13,245

Loan pools fully charged-off

(14)

(66)

-

(202)

(282)

Allowance de-recognition (a)

-

(8,733)

-

(196)

(8,929)

Balance at end of period

$

2,664

$

21,998

$

-

$

5,157

$

29,819

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

47


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Mortgage

Commercial

Consumer

Auto

Total

(In thousands)

Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-30:

Balance at beginning of period

$

473

$

14,940

$

84

$

2,862

$

18,359

Provision for acquired BBVAPR loans and lease losses accounted for under ASC 310-30

-

5,979

-

-

5,979

Loan pools fully charged-off

-

(4,352)

-

-

(4,352)

Balance at end of period

$

473

$

16,567

$

84

$

2,862

$

19,986

Nine-Month Period Ended September 30, 2015

Mortgage

Commercial

Consumer

Auto

Total

(In thousands)

Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-30:

Balance at beginning of period

$

-

$

13,476

$

5

$

-

$

13,481

Provision for acquired BBVAPR loans and lease losses accounted for under ASC 310-30

473

7,443

79

2,862

10,857

Loan pools fully charged-off

-

(4,352)

-

-

(4,352)

Balance at end of period

$

473

$

16,567

$

84

$

2,862

$

19,986

48


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Allowance for Acquired Eurobank Loan Losses

For loans accounted for under ASC 310-30, as part of the evaluation of actual versus expected cash flows, the Company assesses on a quarterly basis the credit quality of these loans based on delinquency, severity factors and risk ratings, among other assumptions.  Migration and credit quality trends are assessed at the pool level, by comparing information from the latest evaluation period through the end of the reporting period.

The changes in the allowance for loan and lease losses on acquired Eurobank loans for the quarters and nine-month periods ended September 30, 2016 and 2015 were as follows:

Quarter Ended September 30, 2016

Loans Secured by   1-4 Family Residential Properties

Commercial and Construction

Consumer

Total

(In thousands)

Allowance for loan and lease losses for acquired Eurobank loans:

Balance at beginning of period

$

11,016

$

11,096

$

4

$

22,116

Provision (recapture) for acquired Eurobank loans and

lease losses, net

893

(74)

-

819

FDIC shared-loss portion of provision for covered

loan and lease losses, net

818

-

-

818

Allowance de-recognition (a)

(459)

(478)

(4)

(941)

Balance at end of period

$

12,268

$

10,544

$

-

$

22,812

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

Nine-Month Period Ended September 30, 2016

Loans Secured by   1-4 Family Residential Properties

Commercial and Construction

Consumer

Total

(In thousands)

Allowance for loan and lease losses for acquired Eurobank loans:

Balance at beginning of period

$

22,570

$

67,365

$

243

$

90,178

Provision (recapture) for acquired Eurobank loans and

lease losses, net

1,077

1,585

(7)

2,655

FDIC shared-loss portion of provision for covered

loan and lease losses, net

3,213

-

-

3,213

Loan pools fully charged-off

-

(134)

-

(134)

Allowance de-recognition (a)

(14,592)

(58,272)

(236)

(73,100)

Balance at end of year

$

12,268

$

10,544

$

-

$

22,812

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

49


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Quarter Ended September 30, 2015

Mortgage

Commercial and Construction

Consumer

Total

(In thousands)

Allowance for loan and lease losses for acquired Eurobank loans:

Balance at beginning of period

$

17,593

$

53,470

$

389

$

71,452

Provision for Eurobank loans and lease losses, net

15,813

17,398

279

33,490

Loans pools fully charged-off

(721)

(13,588)

(301)

(14,610)

Balance at end of period

$

32,685

$

57,280

$

367

$

90,332

Nine-Month Period Ended September 30, 2015

Mortgage

Commercial and Construction

Consumer

Total

(In thousands)

Allowance for loan and lease losses for Eurobank loans:

Balance at beginning of year

$

15,522

$

48,334

$

389

$

64,245

Provision for Eurobank loans and lease losses, net

17,779

20,136

279

38,194

FDIC shared-loss portion of provision for covered

loan and lease losses, net

105

2,398

-

2,503

Loans pools fully charged-off

(721)

(13,588)

(301)

(14,610)

Balance at end of year

$

32,685

$

57,280

$

367

$

90,332

The FDIC shared-loss portion of provision for acquired Eurobank loans and lease losses, net, represents the credit impairment losses to be covered under the FDIC loss-share agreement which is increasing the FDIC loss-share indemnification asset.

The FDIC loss sharing obligation, related to commercial and other-non single family acquired Eurobank loans expired on June 30, 2015. The coverage for the single family residential loans will expire on June 30, 2020 . The remaining covered loans are included as part of acquired Eurobank loans under the name "loans secured by 1-4 family residential properties." At September 30, 2016 and December 31, 2015 , allowance for loan losses on loans covered by the FDIC shared-loss agreement amounted to $ 12.3 million and $ 22.6 million, respectively. The provision for covered loan and lease losses for the quarters ended September 30, 2016 and 2015 was $ 893 thousand and $ 15.8 million, respectively. The provision for covered loan and lease losses for the nine-month periods ended September 30, 2016 and 2015 was $ 1.1 million and $ 20.5 million, respectively.

50


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 6- FDIC INDEMNIFICATION ASSET, TRUE-UP PAYMENT OBLIGATION, AND FDIC SHARED-LOSS EXPENSE

In connection with the FDIC-assisted acquisition, the Bank and the FDIC entered into shared-loss agreements pursuant to which the FDIC covers a substantial portion of any losses on loans (and related unfunded loan commitments), foreclosed real estate and other repossessed properties covered by the agreements.

The acquired loans, foreclosed real estate, and other repossessed properties subject to the shared-loss agreements are collectively referred to as “covered assets.” Under the terms of the shared-loss agreements, the FDIC absorbs 80 % of losses and shares in 80 % of loss recoveries on covered assets. The term of the shared-loss agreement covering single family residential mortgage loans is ten years with respect to losses and loss recoveries, while the term of the shared-loss agreement covering commercial loans is five years with respect to losses and eight years with respect to loss recoveries, from the end of the quarter of the acquisition. The coverage under the commercial shared-loss agreement expired on June 30, 2015. The shared-loss agreements also provide for certain costs directly related to the collection and preservation of covered assets to be reimbursed at an 80% level. The FDIC indemnification asset represents the portion of estimated losses covered by the shared-loss agreements between the Bank and the FDIC.

The following table presents the activity in the FDIC indemnification asset and true-up payment obligation for the quarters and nine-month periods ended September 30, 2016 and 2015 :

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

FDIC indemnification asset:

Balance at beginning of period

$

18,426

$

22,704

$

22,599

$

97,378

Shared-loss agreements reimbursements from the FDIC

(87)

-

(824)

(17,171)

Shared-loss agreements reimbursements expected from the FDIC

-

-

-

(20,917)

Increase in expected credit losses to be

covered under shared-loss agreements, net

818

-

3,213

2,503

FDIC indemnification asset expense

(1,910)

(1,215)

(6,179)

(35,948)

Net expenses (reimbursed) incurred under shared-loss agreement

(577)

1,406

(2,139)

(2,950)

Balance at end of period

$

16,670

$

22,895

$

16,670

$

22,895

True-up payment obligation:

Balance at beginning of period

$

25,771

$

23,577

$

24,658

$

21,981

Change in true-up payment obligation

508

864

1,621

2,460

Balance at end of period

$

26,279

$

24,441

$

26,279

$

24,441

The FDIC shared-loss expense bears an inverse relationship with a change in the yield of covered loan pools in accordance with ASC 310-30. ASC 310-30 dictates that such pools should be subject to increases in their yield when the present value of the expected cash flows is higher than the pool’s carrying balance. When the increases in cash flow expectations are driven by reductions in the expected credit losses, the Bank recognizes that such losses are no longer expected to be collected from the FDIC. Accordingly, the Bank reduces the FDIC indemnification asset by amortizing the reduction in expected collections throughout the remaining life of the underlying pools. This amortization is recognized in the FDIC shared-loss expense account.

The underlying factors that caused an increase in the expected cash flows and resulting reduction in projected losses are derived from the pool-level cash flow forecasts. Credit loss assumptions used to develop each pool-level cash flow forecast are based on the behavior of defaults, recoveries and losses of the corresponding pool of covered loans.

51


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The FDIC indemnification asset shared-loss expense for the quarters ended September 30, 2016 and 2015 amounted to $1.9 million and $1.2 million, respectively. The expense for the nine-month periods ended September 30, 2016 and 2015 amounted to of $6.2 million and $35.9 million, respectively. The FDIC loss-share coverage for the commercial loans was in effect until June 30, 2015. Accordingly, the Company amortized the remaining portion of the FDIC indemnification asset attributable to non-single family loans at the close of the second quarter of 2015. At September 30, 2016 and December 31, 2015, the FDIC indemnification asset reflects only the balance for single family residential mortgage loans.

The Company has owed payments to the FDIC for the recovery of prior claims for non-single family loans. At September 30, 2016 , the liability for these payments amounted to $ 278 thousand and is recorded in other liabilities in the consolidated statements of financial condition until cash is paid to the FDIC. There was no liability at September 30, 2015 .

Also in connection with the FDIC-assisted acquisition, the Bank agreed to make a true-up payment, also known as clawback liability or clawback provision, to the FDIC on the date that is 45 days following the last day (such day, the “True-Up Measurement Date”) of the final shared-loss month, or upon the final disposition of all covered assets under the shared-loss agreements in the event losses thereunder fail to reach expected levels. Under the shared-loss agreements, the Bank will pay to the FDIC 50% of the excess, if any, of: (i) 20% of the Intrinsic Loss Estimate of $906.0 million (or $181.2 million) (as determined by the FDIC) less (ii) the sum of: (A) 25% of the asset discount (per bid) (or $227.5 million); plus (B) 25% of the cumulative shared-loss payments (defined as the aggregate of all of the payments made or payable to the Bank minus the aggregate of all of the payments made or payable to the FDIC); plus (C) the sum of the period servicing amounts for every consecutive twelve-month period prior to and ending on the True-Up Measurement Date in respect of each of the shared-loss agreements during which the shared-loss provisions of the applicable shared-loss agreement is in effect (defined as the product of the simple average of the principal amount of shared-loss loans and shared-loss assets at the beginning and end of such period times 1%). The estimated liability is included within accrued expenses and other liabilities in the unaudited consolidated statements of financial condition.

This true-up payment obligation may increase if actual and expected losses decline. The Company measures the true-up payment obligation at fair value. The changes in fair value are included as a change in true-up payment obligation within the FDIC shared-loss expense, net, in the unaudited consolidated statements of operations.

The following table provides the fair value and the undiscounted amount of the true-up payment obligation at September 30, 2016 and December 31, 2015:

September 30,

December 31,

2016

2015

(In thousands)

Carrying amount (fair value)

$

26,279

$

24,658

Undiscounted amount

$

33,661

$

34,956

In connection with the FDIC-assisted acquisition, the Company recognized an FDIC shared-loss expense, net, in the unaudited consolidated statements of operations, which consists of the following for the quarters and nine-month periods ended September 30, 2016 and 2015 :

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

FDIC indemnification asset expense

$

1,910

$

1,215

$

6,179

$

35,948

Change in true-up payment obligation

508

864

1,621

2,460

Reimbursement to FDIC for recoveries

878

-

2,945

-

Total FDIC shared-loss expense, net

$

3,296

$

2,079

$

10,745

$

38,408

52


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 7 DERIVATIVES

The following table presents the Company’s derivative assets and liabilities at September 30, 2016 and December 31, 2015:

September 30,

December 31,

2016

2015

(In thousands)

Derivative assets:

Interest rate swaps not designated as hedges

$

1,481

$

1,819

Interest rate caps

22

32

Options tied to S&P 500 Index

-

1,170

Other

-

4

$

1,503

$

3,025

Derivative liabilities:

Interest rate swaps designated as cash flow hedges

$

2,803

$

4,307

Interest rate swaps not designated as hedges

1,481

1,819

Interest rate caps

22

32

Other

-

4

$

4,306

$

6,162

Interest Rate Swaps

The Company enters into interest rate swap contracts to hedge the variability of future interest cash flows of forecasted wholesale borrowings attributable to changes in a predetermined variable index rate. The interest rate swaps effectively fix the Company’s interest payments on an amount of forecasted interest expense attributable to the variable index rate corresponding to the swap notional stated rate. These swaps are designated as cash flow hedges for the forecasted wholesale borrowing transactions, are properly documented as such, and therefore, qualify for cash flow hedge accounting. Any gain or loss associated with the effective portion of the cash flow hedges is recognized in other comprehensive income (loss) and is subsequently reclassified into operations in the period during which the hedged forecasted transactions affect earnings. Changes in the fair value of these derivatives are recorded in accumulated other comprehensive income to the extent there is no significant ineffectiveness in the cash flow hedging relationships. Currently, the Company does not expect to reclassify any amount included in other comprehensive income (loss) related to these interest rate swaps to operations in the next twelve months.

The following table shows a summary of these swaps and their terms at September 30, 2016:

Notional

Fixed

Variable

Trade

Settlement

Maturity

Type

Amount

Rate

Rate Index

Date

Date

Date

(In thousands)

Interest Rate Swaps

$

36,938

2.4210%

1-Month LIBOR

07/03/13

07/03/13

08/01/23

An accumulated unrealized loss of $ 2.8 million and $ 4.3 million was recognized in accumulated other comprehensive income related to the valuation of these swaps at September 30, 2016 and December 31, 2015, respectively, and the related liability is being reflected in the accompanying unaudited consolidated statements of financial condition.

At September 30, 2016 and December 31, 2015 , interest rate swaps not designated as hedging instruments that were offered to clients represented an asset of $1.5 million and $1.8 million, respectively, and were included as part of derivative assets in the unaudited consolidated statements of financial position. The credit risk to these clients stemming from these derivatives, if any, is not material. At September 30, 2016 and December 31, 2015 , interest rate swaps not designated as hedging instruments that are the mirror-images of the derivatives offered to clients represented a liability of $1.5 million and $1.8 million, respectively, and were included as part of derivative liabilities in the unaudited consolidated statements of financial condition.

53


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table shows a summary of these interest rate swaps not designated as hedging instruments and their terms at September 30, 2016:

Notional

Fixed

Variable

Settlement

Maturity

Type

Amount

Rate

Rate Index

Date

Date

(In thousands)

Interest Rate Swaps - Derivatives Offered to Clients

$

12,500

5.5050%

1-Month LIBOR

04/11/09

04/11/19

Interest Rate Swaps - Mirror Image Derivatives

$

12,500

5.5050%

1-Month LIBOR

04/11/09

04/11/19

Interest Rate Caps

The Company has entered into interest rate cap transactions with various clients with floating-rate debt who wish to protect their financial results against increases in interest rates. In these cases, the Company simultaneously enters into mirror-image interest rate cap transactions with financial counterparties. None of these cap transactions qualify for hedge accounting, and therefore, they are marked to market through earnings. As of September 30, 2016 and December 31, 2015 , t he outstanding total notional amount of interest rate caps was $ 124.4 million and $ 109.8 million, respectively. At September 30, 2016 and December 31, 2015, the interest rate caps sold to clients represented a liability of $22 thousand and $32 thousand, respectively, and were included as part of derivative liabilities in the unaudited consolidated statements of financial condition. At September 30, 2016 and December 31, 2015, the interest rate caps purchased as mirror-images represented an asset of $22 thousand and $32 thousand, respectively, and were included as part of derivative assets in the unaudited consolidated statements of financial condition.

Options Tied to Standard & Poor’s 500 Stock Market Index

In the past, the Company offered its customers certificates of deposit with an option tied to the performance of the S&P 500 Index. The Company used option agreements with major broker-dealers to manage its exposure to changes in this index. Under the terms of the option agreements, the Company received the average increase in the month-end value of the index in exchange for a fixed premium. The changes in fair value of the option agreements used to manage the exposure in the stock market in the certificates of deposit were recorded in earnings. At September 30, 2016  there were no transactions outstanding.  At December 31, 2015, the purchased options used to manage exposure to the S&P 500 Index on stock indexed deposits represented an asset of $1.2 million (notional amount of $ 3.4 million), and the options sold to customers embedded in the certificates of deposit and recorded as deposits in the unaudited consolidated statements of financial condition, represented a liability of $ 1.1 million (notional amount of $ 3.2 million).

54


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 8 ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS

Accrued interest receivable at September 30, 2016 and December 31, 2015 consists of the following:

September 30,

December 31,

2016

2015

(In thousands)

Loans, excluding acquired loans

$

14,644

$

16,020

Investments

3,322

4,617

$

17,966

$

20,637

Other assets at September 30, 2016 and December 31, 2015 consist of the following :

September 30,

December 31,

2016

2015

(In thousands)

Prepaid expenses

19,514

11,762

Other repossessed assets

3,449

6,226

Core deposit and customer relationship intangibles

6,579

7,838

Mortgage tax credits

6,277

6,277

Investment in Statutory Trust

1,083

1,083

Accounts receivable and other assets

49,733

42,786

$

86,635

$

75,972

Prepaid expenses amounting to $19.5 million and $11.8 million at September 30, 2016 and December 31, 2015, respectively, include prepaid municipal, property and income taxes aggregating to $ 14.1 million and $ 7.0 million, respectively.

In connection with the FDIC-assisted acquisition and the BBVAPR Acquisition, the Company recorded a core deposit intangible representing the value of checking and savings deposits acquired. At September 30, 2016 and December 31, 2015 this core deposit intangible amounted to $ 4.5 million and $ 5.3 million, respectively. In addition, the Company recorded a customer relationship intangible representing the value of customer relationships acquired with the acquisition of the securities broker-dealer and insurance agency in the BBVAPR Acquisition. At September 30, 2016 and December 31, 2015 this customer relationship intangible amounted to $ 2.1 million and $ 2.5 million, respectively.

Other repossessed assets totaled $3.4 million at September 30, 2016 and $6.2 million at December 31, 2015, include repossessed automobiles amounting to $ 3.1 million and $ 5.5 million, respectively, which are recorded at their net realizable value.

At September 30, 2016 and December 31, 2015, mortgage tax credits for the Company totaled $6.3 million for both periods. These tax credits do not have an expiration date.

55


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 9 DEPOSITS AND RELATED INTEREST

Total deposits, including related accrued interest payable, as of September 30, 2016 and December 31, 2015 consists of the following:

September 30,

December 31,

2016

2015

(In thousands)

Non-interest bearing demand deposits

$

818,153

$

762,009

Interest-bearing savings and demand deposits

2,312,885

2,208,180

Individual retirement accounts

267,955

268,799

Retail certificates of deposit

549,945

441,998

Institutional certificates of deposit

224,672

253,791

Total core deposits

4,173,610

3,934,777

Brokered deposits

581,161

782,974

Total deposits

$

4,754,771

$

4,717,751

Brokered deposits include $ 515.9 million in certificates of deposits and $ 65.3 million in money market accounts at September 30, 2016, and $ 711.4 million in certificates of deposits and $ 71.6 million in money market accounts at December 31, 2015.

The weighted average interest rate of the Company’s deposits was 0.62 % and 0.57 % at September 30, 2016 and December 31, 2015, respectively. Interest expense for the quarters and nine-month periods ended September 30, 2016 and 2015 was as follows:

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

Demand and savings deposits

$

3,035

$

2,987

$

9,061

$

9,469

Certificates of deposit

4,296

3,664

12,761

10,890

$

7,331

$

6,651

$

21,822

$

20,359

At September 30, 2016 and December 31, 2015, demand and interest-bearing deposits and certificates of deposit included deposits of the Puerto Rico Cash & Money Market Fund, Inc., which amounted to $ 114.8 million and $ 103.7 million, respectively, with a weighted average rate of 0.77 % for both periods, and were collateralized with investment securities with a fair value of $ 87.4 million and $ 81.6 million, respectively.

At September 30, 2016 and December 31, 2015, time deposits in denominations of $250 thousand or higher, excluding accrued interest and unamortized discounts, amounted to $ 371.3 million and $ 376.8 million, respectively. Such amounts include public fund time deposits from various Puerto Rico government municipalities, agencies, and corporations of $ 9.2 million and $ 7.6 million at a weighted average rate of 0.45 % and 0.49 % at September 30, 2016 and December 31, 2015, respectively.

At September 30, 2016 and December 31, 2015, total public fund deposits from various Puerto Rico government municipalities, agencies, and corporations amounted to $ 165.0 million and $ 99.0 million, respectively. These public funds were collateralized with commercial loans amounting to $ 209.3 million and $ 410.9 million at September 30, 2016 and December 31, 2015, respectively.

56


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Excluding accrued interest of $ 1.5 million and unamortized deposit discount in the amount of $ 72 thousand at September 30, 2016, and accrued interest of $ 1.5 million, unamortized deposit discount of $ 311 thousand and equity indexed options of $ 1.1 million at December 31, 2015, the scheduled maturities of certificates of deposit are as follows:

September 30, 2016

December 31, 2015

(In thousands)

Within one year:

Three (3) months or less

$

197,615

$

474,051

Over 3 months through 1 year

592,382

501,551

789,997

975,602

Over 1 through 2 years

514,665

454,906

Over 2 through 3 years

165,838

176,406

Over 3 through 4 years

42,569

32,396

Over 4 through 5 years

43,816

33,715

$

1,556,885

$

1,673,025

The table of scheduled maturities of certificates of deposits above includes brokered-deposits and individual retirement accounts.

The aggregate amount of overdrafts in demand deposit accounts that were reclassified to loans amounted to $ 780 thousand as of September 30, 2016 and $ 1.5 million as of December 31, 2015.

NOTE 10 BORROWINGS AND RELATED INTEREST

Securities Sold under Agreements to Repurchase

At September 30, 2016, securities underlying agreements to repurchase were delivered to, and are being held by, the counterparties with whom the repurchase agreements were transacted. The counterparties have agreed to resell to the Company the same or similar securities at the maturity of these agreements.

At September 30, 2016 and December 31, 2015, securities sold under agreements to repurchase (classified by counterparty), excluding accrued interest in the amount of $ 1.6 million and $ 2.2 million, respectively, were as follows:

September 30,

December 31,

2016

2015

Fair Value of

Fair Value of

Borrowing

Underlying

Borrowing

Underlying

Balance

Collateral

Balance

Collateral

(In thousands)

Federal Home Loan Bank of NY

42,135

44,883

-

-

JP Morgan Chase Bank NA

$

212,500

$

231,967

$

262,500

$

283,483

Credit Suisse Securities (USA) LLC

402,000

429,111

670,000

737,887

Total

$

656,635

$

705,961

$

932,500

$

1,021,370

57


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table shows a summary of the Company’s repurchase agreements and their terms, excluding accrued interest in the amount of $1.6 million, at September 30, 2016 :

Weighted-

Borrowing

Average

Maturity

Year of Maturity

Balance

Coupon

Settlement Date

Date

(In thousands)

2016

$

21,635

0.570%

09/20/16

10/07/16

20,500

0.510%

09/30/16

10/07/16

170,000

1.500%

12/06/12

12/08/16

2017

232,000

4.780%

3/2/2007

3/2/2017

2018

212,500

1.420%

12/10/2012

04/29/18

$

656,635

2.57%

A repurchase agreement in the original amount of $ 500 million with an original term of ten years, maturing on March 2, 2017, was modified in February 2016 to terminate, before maturity, $ 268.0 million of this repurchase agreement at a cost of $12.0 million, included as a loss on early extinguishment of debt in the unaudited statements of operations.  The remaining balance of this repurchase agreement was $ 232.0 million at September 30, 2016.

The following table presents the repurchase liability associated with the repurchase agreement transactions (excluding accrued interest) by maturity. Also, it includes the carrying value and approximate market value of collateral (excluding accrued interest) at September 30, 2016 and December 31, 2015. There was no cash collateral at September 30, 2016 and December 31, 2015.

September 30, 2016

Market Value of Underlying Collateral

Weighted

FNMA and

US Treasury

Repurchase

Average

FHLMC

GNMA

Treasury

Liability

Rate

Certificates

Certificates

Notes

Total

(Dollars in thousands)

Less than 90 days

$

212,135

1.31%

$

197,936

$

437

$

23,817

$

222,190

Over 90 days

$

444,500

3.17%

$

481,455

$

1,115

$

1,201

$

483,771

Total

$

656,635

2.57%

$

679,391

$

1,552

$

25,018

$

705,961

December 31, 2015

Market Value of Underlying Collateral

Weighted

FNMA and

US Treasury

Repurchase

Average

FHLMC

GNMA

Treasury

Liability

Rate

Certificates

Certificates

Notes

Total

(Dollars in thousands)

Less than 90 days

$

30,000

0.70%

$

31,961

$

-

$

-

$

31,961

Over 90 days

902,500

3.18%

974,698

2,131

12,580

989,409

Total

$

932,500

3.10%

$

1,006,659

$

2,131

$

12,580

$

1,021,370

58


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Advances from the Federal Home Loan Bank of New York

Advances are received from the Federal Home Loan Bank of New York (the “FHLB-NY”) under an agreement whereby the Company is required to maintain a minimum amount of qualifying collateral with a fair value of at least 110% of the outstanding advances. At September 30, 2016 and December 31, 2015, these advances were secured by mortgage and commercial loans amounting to $ 1.5 billion and $ 1.3 billion, respectively. Also, at September 30, 2016 and December 31, 2015, the Company had an additional borrowing capacity with the FHLB-NY of $ 1.1 billion and $ 770.6 million, respectively. At September 30, 2016 and December 31, 2015, the weighted average remaining maturity of FHLB’s advances was 12.5 months and 6.3 months , respectively. The original terms of these advances ranges between one month and seven years, and the FHLB-NY does not have the right to exercise put options at par on any advances outstanding as of September 30, 2016 .

The following table shows a summary of these advances and their terms, excluding accrued interest in the amount of $ 293 thousand, at September 30, 2016:

Weighted-

Borrowing

Average

Maturity

Year of Maturity

Balance

Coupon

Settlement Date

Date

(In thousands)

2016

$

36,938

0.57%

9/1/2016

10/3/2016

2017

4,091

1.24%

4/3/2012

4/3/2017

2018

30,000

2.19%

1/16/2013

1/16/2018

25,000

2.18%

1/16/2013

1/16/2018

55,000

2020

9,623

2.59%

7/19/2013

7/20/2020

$

105,652

1.61%

All of the advances referred to above with maturity dates up to the date of this report were renewed as one-month short-term advances.

Subordinated Capital Notes

Outstanding subordinated capital notes amounted to $36.1 million and $102.6 million at September 30, 2016 and December 31, 2015, respectively. On September 29, 2016, the Company repaid $ 67.0 million of subordinated capital notes at maturity.

59


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 11 – OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES

The Company’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. In addition, the Company’s securities purchased under agreements to resell and securities sold under agreements to repurchase have a right of set-off with the respective counterparty under the supplemental terms of the master repurchase agreements. In an event of default, each party has a right of set-off against the other party for amounts owed in the related agreements and any other amount or obligation owed in respect of any other agreement or transaction between them. Security collateral posted to open and maintain a master netting agreement with a counterparty, in the form of cash and securities, may from time to time be segregated in an account at a third-party custodian pursuant to a an account control agreement.

The following table presents the potential effect of rights of set-off associated with the Company’s recognized financial assets and liabilities at September 30, 2016 and December 31, 2015:

September 30, 2016

Gross Amounts Not Offset in the Statement of Financial Condition

Gross Amounts

Net Amount of

Offset in the

Assets Presented

Gross Amount

Statement of

in Statement

Cash

of Recognized

Financial

of Financial

Financial

Collateral

Net

Assets

Condition

Condition

Instruments

Received

Amount

(In thousands)

Derivatives

$

1,503

$

-

$

1,503

$

2,005

$

-

$

(502)

December 31, 2015

Gross Amounts Not Offset in the Statement of Financial Condition

Gross Amounts

Net amount of

Offset in the

Assets Presented

Gross Amount

Statement of

in Statement

Cash

of Recognized

Financial

of Financial

Financial

Collateral

Net

Assets

Condition

Condition

Instruments

Received

Amount

(In thousands)

Derivatives

$

3,025

$

-

$

3,025

$

2,000

$

-

$

1,025

60


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

September 30, 2016

Gross Amounts Not Offset in the Statement of Financial Condition

Net Amount of

Gross Amounts

Liabilities

Offset in the

Presented

Gross Amount

Statement of

in Statement

Cash

of Recognized

Financial

of Financial

Financial

Collateral

Net

Liabilities

Condition

Condition

Instruments

Provided

Amount

(In thousands)

Derivatives

$

4,306

$

-

$

4,306

$

-

$

1,980

$

2,326

Securities sold under agreements to repurchase

656,635

-

656,635

705,961

-

(49,326)

Total

$

660,941

$

-

$

660,941

$

705,961

$

1,980

$

(47,000)

December 31, 2015

Gross Amounts Not Offset in the Statement of Financial Condition

Net Amount of

Gross Amounts

Liabilities

Offset in the

Presented

Gross Amount

Statement of

in Statement

Cash

of Recognized

Financial

of Financial

Financial

Collateral

Net

Liabilities

Condition

Condition

Instruments

Provided

Amount

(In thousands)

Derivatives

$

7,257

$

-

$

7,257

$

-

$

1,980

$

5,277

Securities sold under agreements to repurchase

932,500

-

932,500

1,021,370

-

(88,870)

Total

$

939,757

$

-

$

939,757

$

1,021,370

$

1,980

$

(83,593)

NOTE 12 RELATED PARTY TRANSACTIONS

The Bank grants loans to its directors, executive officers and certain related individuals or organizations in the ordinary course of business. These loans are offered at the same terms as loans to unrelated third parties. The activity and balance of these loans for the quarters and nine-month periods ended September 30, 2016 and  2015 was as follows:

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

Balance at the beginning of year

$

30,696

$

33,318

$

31,475

$

27,011

New loans and disbursements

225

5,866

727

13,489

Repayments

(2,376)

(7,450)

(3,657)

(8,766)

Balance at the end of period

$

28,545

$

31,734

$

28,545

$

31,734

61


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 13 INCOME TAXES

At September 30, 2016 and December 31, 2015, the Company’s net deferred tax asset amounted to $131.1 million and $145.9 million, respectively. In assessing the realizability of the deferred tax asset, management considers whether it is more likely than not that some portion or the entire deferred tax asset will not be realized. The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax asset are deductible, management believes it is more likely than not that the Company will realize the deferred tax asset, net of any existing valuation allowances recorded at September 30, 2016 and December 31, 2015 . The amount of the deferred tax asset that is considered realizable could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

At September 30, 2016 and December 31, 2015 OIB, the Bank’s international banking entity subsidiary, had $ 117 thousand and $ 141 thousand, respectively, in income tax effect of unrecognized gain on available-for-sale securities included in other comprehensive income. Following the change in OIB’s applicable tax rate from 5% to 0% as a result of a Puerto Rico law adopted in 2011, this remaining tax balance will flow through income as these securities are repaid or sold in future periods. During the quarters ended September 30, 2016 and 2015, $ 9 thousand and $ 11 thousand, respectively, related to this residual tax effect from OIB was reclassified from accumulated other comprehensive income into income tax provision. During the nine-month periods ended September 30, 2016 and 2015, $ 24 thousand and $ 33 thousand, respectively, related to this residual tax effect from OIB was reclassified from accumulated other comprehensive income into income tax provision.

The Company classifies unrecognized tax benefits in other liabilities. These gross unrecognized tax benefits would affect the effective tax rate if realized. The balance of unrecognized tax benefits was $ 2.0 million at September 30, 2016 and $ 2.2 million at December 31, 2015. The Company had accrued $ 112 thousand at September 30, 2016 and $ 175 thousand at December 31, 2015 for the payment of interest and penalties relating to unrecognized tax benefits. During the quarter ended September 30, 2016, the Company increased unrecognized tax benefits by $ 1.1 million and released $ 1.3 million due to the expiration of the statute of limitations.

Income tax expense for the quarters ended September 30, 2016 and 2015 was $3.6 million and $562 thousand, respectively. Income tax expense for the nine-month periods ended September 30, 2016 and 2015 was $15.1 million and $2.3 million, respectively.

62


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 14 — REGULATORY CAPITAL REQUIREMENTS

Regulatory Capital Requirements

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by federal and Puerto Rico banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Pursuant to the Dodd-Frank Act, federal banking regulators have adopted new capital rules that became effective January 1, 2015 for the Company and the Bank (subject to certain phase-in periods through January 1, 2019) and that replaced their general risk-based capital rules, advanced approaches rule, market risk rule, and leverage rules. Among other matters, the new capital rules: (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and adjustments to capital as compared to prior regulations. The new capital rules prescribe a new standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the assets, and resulting in higher risk weights for a variety of asset classes.

Pursuant to the new capital rules, the minimum capital ratios requirements as of January 1, 2015 are as follows:

4.5% CET1 to risk-weighted assets;

6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;

8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and

4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known

as the “leverage ratio”).

As of September 30, 2016 and December 31, 2015 , the Company and the Bank met all capital adequacy requirements to which they are subject. As of September 30, 2016 and December 31, 2015 , the Bank is “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” an institution must maintain minimum CET1 risk-based, Tier 1 risk-based, total risk-based, and Tier 1 leverage ratios as set forth in the tables presented below.

The New Capital Rules also introduce a new 2.5% “capital conservation buffer”, composed entirely of CET1, on top of the three minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. Thus, when fully phased-in on January 1, 2019, the Company and the Bank will be required to maintain such an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019. At September 30, 2016 the Company and the Bank met the capital buffer requirement.

63


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s and the Bank’s actual capital amounts and ratios as of September 30, 2016 and December 31, 2015 are as follows:

Minimum Capital

Minimum to be Well

Actual

Requirement

Capitalized

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

Company Ratios

As of September 30, 2016

Total capital to risk-weighted assets

$

860,581

18.71%

$

367,907

8.00%

$

459,884

10.00%

Tier 1 capital to risk-weighted assets

$

801,882

17.44%

$

275,930

6.00%

$

367,907

8.00%

Common equity tier 1 capital to risk-weighted assets

$

612,792

13.32%

$

206,948

4.50%

$

298,924

6.50%

Tier 1 capital to average total assets

$

801,882

12.35%

$

259,711

4.00%

$

324,639

5.00%

As of December 31, 2015

Total capital to risk-weighted assets

$

846,748

17.29%

$

391,723

8.00%

$

489,654

10.00%

Tier 1 capital to risk-weighted assets

$

782,912

15.99%

$

293,792

6.00%

$

391,723

8.00%

Common equity tier 1 capital to risk-weighted assets

$

594,482

12.14%

$

220,344

4.50%

$

318,275

6.50%

Tier 1 capital to average total assets

$

782,912

11.18%

$

280,009

4.00%

$

350,011

5.00%

Minimum Capital

Minimum to be Well

Actual

Requirement

Capitalized

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

Bank Ratios

As of September 30, 2016

Total capital to risk-weighted assets

$

841,599

18.33%

$

367,256

8.00%

$

459,070

10.00%

Tier 1 capital to risk-weighted assets

$

783,151

17.06%

$

275,442

6.00%

$

367,256

8.00%

Common equity tier 1 capital to risk-weighted assets

$

783,151

17.06%

$

206,582

4.50%

$

298,396

6.50%

Tier 1 capital to average total assets

$

783,151

12.11%

$

258,600

4.00%

$

323,250

5.00%

As of December 31, 2015

Total capital to risk-weighted assets

$

815,458

16.70%

$

390,688

8.00%

$

488,360

10.00%

Tier 1 capital to risk-weighted assets

$

751,886

15.40%

$

293,016

6.00%

$

390,688

8.00%

Common equity tier 1 capital to risk-weighted assets

$

751,886

15.40%

$

219,762

4.50%

$

317,434

6.50%

Tier 1 capital to average total assets

$

751,886

10.80%

$

278,399

4.00%

$

347,999

5.00%

64


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 15 – STOCKHOLDERS’ EQUITY

Additional Paid-in Capital

Additional paid-in capital represents contributed capital in excess of par value of common and preferred stock net of the costs of issuance. As of September 30, 2016 and December 31, 2015 accumulated issuance costs charged against additional paid-in capital amounted to $ 13.6 million and $ 10.1 million for preferred and common stock, respectively.

Legal Surplus

The Puerto Rico Banking Act requires that a minimum of 10% of the Bank’s net income for the year be transferred to a reserve fund until such fund (legal surplus) equals the total paid-in capital on common and preferred stock. At September 30, 2016 and December 31, 2015, the Bank’s legal surplus amounted to $ 74.8 million and $ 70.4 million, respectively. The amount transferred to the legal surplus account is not available for the payment of dividends to shareholders.

Treasury Stock

Under the Company’s current stock repurchase program it is authorized to purchase in the open market up to $ 70 million of its outstanding shares of common stock, of which approximately $ 7.7 million of authority remains. The shares of common stock repurchased are to be held by the Company as treasury shares. There were no repurchases during the nine-month period ended September 30, 2016. During the nine-month period ended September 30, 2015, the Company purchased 803,985 shares under this program for a total of $ 8.9 million at an average price of $ 11.10 per share.

The number of shares that may yet be purchased under the $70 million program is estimated at 764,674 and was calculated by dividing the remaining balance of $ 7.7 million by $ 10.11 (closing price of the Company common stock at September 30, 2016 ). The Company did not purchase any shares of its common stock during the nine-month period ended September 30, 2016 and 2015, other than through its publicly announced stock purchase program.

The activity in connection with common shares held in treasury by the Company for the nine-month periods ended September 30, 2016 and 2015 is set forth below :

Nine-Month Period Ended September 30,

2016

2015

Dollar

Dollar

Shares

Amount

Shares

Amount

(In thousands, except shares data)

Beginning of period

8,757,960

$

105,379

8,012,254

$

97,070

Common shares used upon lapse of restricted stock units

(45,810)

(505)

(58,279)

(641)

Common shares repurchased as part of the stock repurchase program

-

-

803,985

8,950

End of period

8,712,150

$

104,874

8,757,960

$

105,379

65


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income, net of income tax, as of September 30, 2016 and December 31, 2015 consisted of:

September 30,

December 31,

2016

2015

(In thousands)

Unrealized gain on securities available-for-sale which are not

other-than-temporarily impaired

$

18,689

$

22,044

Unrealized gain on securities available-for-sale which are

other-than-temporarily impaired

-

(3,196)

Income tax effect of unrealized gain on securities available-for-sale

(1,136)

(1,924)

Net unrealized gain on securities available-for-sale which are not

other-than-temporarily impaired, net of tax

17,553

16,924

Unrealized loss on cash flow hedges

(2,803)

(4,307)

Income tax effect of unrealized loss on cash flow hedges

1,094

1,380

Net unrealized loss on cash flow hedges

(1,709)

(2,927)

Accumulated other comprehensive income, net of taxes

$

15,844

$

13,997

66


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents changes in accumulated other comprehensive income by component, net of taxes, for the quarters and nine-month periods ended September 30, 2016 and 2015:

Quarter Ended September 30,

2016

2015

Net unrealized

Net unrealized

Accumulated

Net unrealized

Net unrealized

Accumulated

gains on

loss on

other

gains on

loss on

other

securities

cash flow

comprehensive

securities

cash flow

comprehensive

available-for-sale

hedges

income

available-for-sale

hedges

income

(In thousands)

Beginning balance

$

18,085

$

(2,280)

$

15,805

$

18,832

$

(4,531)

$

14,301

Other comprehensive income (loss) before reclassifications

(469)

(144)

(613)

3,175

(1,346)

1,829

Other-than-temporary impairment amount reclassified from accumulated other comprehensive income

-

-

-

584

-

584

Amounts reclassified out of accumulated other comprehensive (loss) income

(63)

715

652

(105)

1,547

1,442

Other comprehensive income (loss)

(532)

571

39

3,654

201

3,855

Ending balance

$

17,553

$

(1,709)

$

15,844

$

22,486

$

(4,330)

$

18,156

Nine-Month Period Ended September 30,

2016

2015

Net unrealized

Net unrealized

Accumulated

Net unrealized

Net unrealized

Accumulated

gains on

loss on

other

gains on

loss on

other

securities

cash flow

comprehensive

securities

cash flow

comprehensive

available-for-sale

hedges

income

available-for-sale

hedges

income

(In thousands)

Beginning balance

$

16,924

$

(2,927)

$

13,997

$

25,765

$

(6,054)

$

19,711

Other comprehensive (loss) before reclassifications

(1,732)

(2,550)

(4,282)

(4,037)

(2,894)

(6,931)

Other-than-temporary impairment amount reclassified from accumulated other comprehensive income

2,557

-

2,557

584

-

584

Amounts reclassified out of accumulated other comprehensive income (loss)

(196)

3,768

3,572

174

4,618

4,792

Other comprehensive income (loss)

629

1,218

1,847

(3,279)

1,724

(1,555)

Ending balance

$

17,553

$

(1,709)

$

15,844

$

22,486

$

(4,330)

$

18,156

67


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents reclassifications out of accumulated other comprehensive income for the quarters and nine-month periods ended September 30, 2016 and 2015:

Amount reclassified out of accumulated

other comprehensive income

Affected Line Item in

Quarter Ended September 30,

Consolidated Statement

2016

2015

of Operations

(In thousands)

Cash flow hedges:

Interest-rate contracts

$

664

$

1,622

Net interest expense

Tax effect from increase in capital gains tax rate

51

(75)

Income tax expense

Available-for-sale securities:

Residual tax effect from OIB's change in applicable tax rate

9

11

Income tax expense

Other-than-temporary impairment losses on available for sale securities realized during the period

-

(246)

Net impairment losses recognized in earnings

Tax effect from increase in capital gains tax rate

(72)

130

Income tax expense

$

652

$

1,442

Amount reclassified out of accumulated

other comprehensive income

Affected Line Item in

Nine-Month Period Ended September 30,

Consolidated Statement

2016

2015

of Operations

(In thousands)

Cash flow hedges:

Interest-rate contracts

$

3,468

$

4,842

Net interest expense

Tax effect from increase in capital gains tax rate

300

(224)

Income tax expense

Available-for-sale securities:

Residual tax effect from OIB's change in applicable tax rate

24

33

Income tax expense

Other-than-temporary impairment losses on available for sale securities

-

(246)

Net impairment losses recognized in earnings

Tax effect from increase in capital gains tax rate

(220)

387

Income tax expense

$

3,572

$

4,792

68


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 17 – EARNINGS (LOSS) PER COMMON SHARE

The calculation of earnings (loss) per common share for the quarters and nine-month periods ended September 30, 2016 and 2015 is as follows:

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands, except per share data)

(In thousands, except per share data)

Net income (loss)

$

15,120

$

4,569

$

43,630

$

(1,528)

Less: Dividends on preferred stock

Non-convertible preferred stock (Series A, B, and D)

(1,627)

(1,627)

(4,883)

(4,884)

Convertible preferred stock (Series C)

(1,838)

(1,838)

(5,513)

(5,512)

Income (loss) available to common shareholders

$

11,655

$

1,104

$

33,234

$

(11,924)

Effect of assumed conversion of the convertible preferred stock

1,838

1,838

5,513

5,512

Income (loss) available to common shareholders assuming conversion

$

13,493

$

2,942

$

38,747

$

(6,412)

Weighted average common shares and share equivalents:

Average common shares outstanding

43,926

43,929

43,913

44,353

Effect of dilutive securities:

Average potential common shares-options

47

46

40

85

Average potential common shares-assuming conversion of convertible preferred stock

7,138

7,171

7,138

7,171

Total weighted average common shares outstanding and equivalents

51,111

51,146

51,091

51,609

Earnings (loss) per common share - basic

$

0.27

$

0.03

$

0.76

$

(0.27)

Earnings (loss) per common share - diluted

$

0.26

$

0.03

$

0.76

$

(0.27)

In computing diluted earnings (loss) per common share, the 84,000 shares of convertible preferred stock, which remain outstanding at September 30, 2016, with a conversion rate, subject to certain conditions, of 86.4225 shares of common stock per share, were included as average potential common shares from the date they were issued and outstanding. Moreover, in computing diluted earnings (loss) per common share, the dividends declared during the quarters ended September 30, 2016 and 2015 on the convertible preferred stock were added back as income available to common shareholders.

For the quarters ended September 30, 2016 and 2015 , weighted-average stock options with an anti-dilutive effect on earnings (loss) per share not included in the calculation amounted to 927,069 and 973,200 , respectively. For the nine-month periods ended September 30, 2016 and 2015, weighted-average stock options with an anti-dilutive effect on earnings (loss) per share not included in the calculation amounted to 957,670 and 648,563, respectively.

NOTE 18 – GUARANTEES

At September 30, 2016, the unamortized balance of the obligations undertaken in issuing the guarantees under standby letters of credit represented a liability of $ 2.4 million (December 31, 2015 - $ 14.7 million).

As a result of the BBVAPR Acquisition, the Company assumed a liability for residential mortgage loans sold subject to credit recourse pursuant to FNMA’s residential mortgage loan sales and securitization programs. At September 30, 2016 and December 31, 2015, the unpaid principal balance of residential mortgage loans sold subject to credit recourse was $ 20.4 million and $ 22.4 million, respectively.

69


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table shows the changes in the Company’s liability for estimated losses from these credit recourse agreements, included in the unaudited consolidated statements of financial condition during the quarters and nine-month periods ended September 30, 2016 and 2015.

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

Balance at beginning of period

$

162

$

289

$

439

$

927

Net (charge-offs/terminations) recoveries

29

140

(248)

(498)

Balance at end of period

$

191

$

429

$

191

$

429

The estimated losses to be absorbed under the credit recourse arrangements were recorded as a liability when the credit recourse was assumed, and are updated on a quarterly basis. The expected loss, which represents the amount expected to be lost on a given loan, considers the probability of default and loss severity. The probability of default represents the probability that a loan in good standing would become 120 days delinquent, in which case the Company is obligated to repurchase the loan. The recourse obligation will be fully extinguished before the end of 2017.

If a borrower defaults, pursuant to the credit recourse provided, the Company is required to repurchase the loan or reimburse the third party investor for the incurred loss. The maximum potential amount of future payments that the Company would be required to make under the recourse arrangements is equivalent to the total outstanding balance of the residential mortgage loans serviced with recourse and interest, if applicable. During the quarter and nine-month period ended September 30, 2016, the Company repurchased approximately $ 133 thousand and $ 421 thousand, respectively of unpaid principal balance in mortgage loans subject to the credit recourse provisions.  During the quarter and nine-month period ended September 30, 2015, the Company repurchased approximately $ 165 thousand and $ 3.4 million, respectively of unpaid principal balance in mortgage loans subject to the credit recourse provisions.  If a borrower defaults, the Company has rights to the underlying collateral securing the mortgage loan. The Company suffers losses on these mortgage loans when the proceeds from a foreclosure sale of the collateral property are less than the outstanding principal balance of the loan, any uncollected interest advanced, and the costs of holding and disposing the related property. At September 30, 2016, the Company’s liability for estimated credit losses related to loans sold with credit recourse amounted to $ 191 thousand (December 31, 2015– $ 439 thousand).

When the Company sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the characteristics of the loans sold. The Company's mortgage operations division groups conforming mortgage loans into pools which are exchanged for FNMA and GNMA mortgage-backed securities that are generally sold to private investors, or are sold directly to FNMA or other private investors for cash. As required under such mortgage backed securities programs, quality review procedures are performed by the Company to ensure that asset guideline qualifications are met. To the extent the loans do not meet specified characteristics, the Company may be required to repurchase such loans or indemnify for losses and bear any subsequent loss related to the loans. During the quarter and nine-month period ended September 30, 2016, the Company repurchased $ 791 thousand and $ 3.1 million, respectively, of unpaid principal balance in mortgage loans, excluding mortgage loans subject to credit recourse provisions referred to above. During the quarter and nine-month period ended September 30, 2015, the Company repurchased $ 7.7 million and $ 19.5 million, respectively, of unpaid principal balance in mortgage loans, excluding mortgage loans subject to credit recourse provisions referred to above.

During the quarter and nine-month period ended September 30, 2016, the Company recognized $ 202 thousand and $ 313 thousand, respectively, in losses from the repurchase of residential mortgage loans sold subject to credit recourse, and $ 208 thousand and $ 1.0 million, respectively, in losses from the repurchase of residential mortgage loans as a result of breaches of the customary representations and warranties. During the quarter and nine -month period ended September 30, 2015, the Company recognized $ 418 thousand and $ 1.0 million, respectively, in losses from the repurchase of residential mortgage loans sold subject to credit recourse, and $ 500 thousand and $ 2.0 million, respectively, in losses from the repurchase of residential mortgage loans as a result of breaches of the customary representations and warranties.

70


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Servicing agreements relating to the mortgage-backed securities programs of FNMA and GNMA, and to mortgage loans sold or serviced to certain other investors, including the Federal Home Loan Mortgage Corporation (“FHLMC”), require the Company to advance funds to make scheduled payments of principal, interest, taxes and insurance, if such payments have not been received from the borrowers. At September 30, 2016, the Company serviced $ 752.5 million in mortgage loans for third-parties. The Company generally recovers funds advanced pursuant to these arrangements from the mortgage owner, from liquidation proceeds when the mortgage loan is foreclosed or, in the case of FHA/VA loans, under the applicable FHA and VA insurance and guarantees programs. However, in the meantime, the Company must absorb the cost of the funds it advances during the time the advance is outstanding. The Company must also bear the costs of attempting to collect on delinquent and defaulted mortgage loans. In addition, if a defaulted loan is not cured, the mortgage loan would be canceled as part of the foreclosure proceedings and the Company would not receive any future servicing income with respect to that loan. At September 30, 2016, the outstanding balance of funds advanced by the Company under such mortgage loan servicing agreements was approximately $ 330 thousand (December 31, 2015 - $ 301 thousand). To the extent the mortgage loans underlying the Company's servicing portfolio experience increased delinquencies, the Company would be required to dedicate additional cash resources to comply with its obligation to advance funds as well as incur additional administrative costs related to increases in collection efforts.

NOTE 19 COMMITMENTS AND CONTINGENCIES

Loan Commitments

In the normal course of business, the Company becomes a party to credit-related financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby and commercial letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated statements of financial condition. The contract or notional amount of those instruments reflects the extent of the Company’s involvement in particular types of financial instruments.

The Company’s exposure to credit losses in the event of nonperformance by the counterparty to the financial instrument for commitments to extend credit, including commitments under credit card arrangements, and commercial letters of credit is represented by the contractual notional amounts of those instruments, which do not necessarily represent the amounts potentially subject to risk. In addition, the measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are identified. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Credit-related financial instruments at September 30, 2016 and December 31, 2015 were as follows:

September 30,

December 31,

2016

2015

(In thousands)

Commitments to extend credit

$

516,134

$

456,720

Commercial letters of credit

1,386

1,508

Commitments to extend credit represent agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon the extension of credit, is based on management’s credit evaluation of the counterparty.

At September 30, 2016 and December 31, 2015, commitments to extend credit consisted mainly of undisbursed available amounts on commercial lines of credit, construction loans, and revolving credit card arrangements. Since many of the unused commitments are expected to expire unused or be only partially used, the total amount of these unused commitments does not necessarily represent future cash requirements. These lines of credit had a reserve of $ 667 thousand at both September 30, 2016 and December 31, 2015.

71


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Commercial letters of credit are issued or confirmed to guarantee payment of customers’ payables or receivables in short-term international trade transactions. Generally, drafts will be drawn when the underlying transaction is consummated as intended. However, the short-term nature of this instrument serves to mitigate the risk associated with these contracts.

The summary of instruments that are considered financial guarantees in accordance with the authoritative guidance related to guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others, at September 30, 2016 and December 31, 2015, is as follows:

September 30,

December 31,

2016

2015

(In thousands)

Standby letters of credit and financial guarantees

$

4,809

$

14,656

Loans sold with recourse

20,394

22,374

Standby letters of credit and financial guarantees are written conditional commitments issued by the Company to guarantee the payment and/or performance of a customer to a third party (“beneficiary”). If the customer fails to comply with the agreement, the beneficiary may draw on the standby letter of credit or financial guarantee as a remedy. The amount of credit risk involved in issuing letters of credit in the event of nonperformance is the face amount of the letter of credit or financial guarantee. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.

Lease Commitments

The Company has entered into various operating lease agreements for branch facilities and administrative offices. Rent expense for the quarters ended September 30, 2016 and 2015, amounted to $ 2.0 million and $ 2.3 million, respectively. For the nine-month periods ended September 30, 2016 and 2015, rent expense amounted to $ 6.5 million and $ 7.0 million, respectively, and is included in the “occupancy and equipment” caption in the unaudited consolidated statements of operations. Future rental commitments under leases in effect at September 30, 2016 exclusive of taxes, insurance, and maintenance expenses payable by the Company, are summarized as follows:

Minimum Rent

Year Ending December 31,

(In thousands)

2016

$

1,864

2017

7,051

2018

6,512

2019

6,471

2020

5,744

Thereafter

12,563

$

40,205

72


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Contingencies

The Company and its subsidiaries are defendants in a number of legal proceedings incidental to their business. In the ordinary course of business, the Company and its subsidiaries are also subject to governmental and regulatory examinations. Certain subsidiaries of the Company, including the Bank (and its subsidiary OIB), Oriental Financial Services, and Oriental Insurance, are subject to regulation by various U.S., Puerto Rico and other regulators.

The Company seeks to resolve all litigation and regulatory matters in the manner management believes is in the best interests of the Company and its shareholders, and contests allegations of liability or wrongdoing and, where applicable, the amount of damages or scope of any penalties or other relief sought as appropriate in each pending matter.

Subject to the accounting and disclosure framework under the provisions of ASC 450, it is the opinion of the Company’s management, based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters would not be likely to have a material adverse effect on the consolidated statements of financial condition of the Company. Nonetheless, given the substantial or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material adverse effect on the Company’s consolidated results of operations or cash flows in particular quarterly or annual periods. The Company has evaluated all litigation and regulatory matters where the likelihood of a potential loss is deemed reasonably possible. The Company has determined that the estimate of the reasonably possible loss is not significant.

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 September 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.

73


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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. In the past, the Company offered its customers certificates of deposit with an option tied to the performance of the S&P Index and used equity indexed option agreements with major broker-dealers to manage its exposure to changes in this index. Their fair value was 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 was linked to the average value of the S&P Index on a specific set of dates during the life of the option. The methodology used an average rate option or a cash-settled option whose payoff was 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 were uncertain and required a degree of judgment, included primarily S&P Index volatility, forward interest rate projections, estimated index dividend payout, and leverage. At September 30, 2016  there were no transaction outstanding.

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.

74


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

September 30, 2016

Fair Value Measurements

Level 1

Level 2

Level 3

Total

(In thousands)

Recurring fair value measurements:

Investment securities available-for-sale

$

-

$

642,683

$

-

$

642,683

Trading securities

-

380

-

380

Money market investments

5,460

-

-

5,460

Derivative assets

-

1,503

-

1,503

Servicing assets

-

-

8,393

8,393

Derivative liabilities

-

(4,306)

-

(4,306)

$

5,460

$

640,260

$

8,393

$

654,113

Non-recurring fair value measurements:

Impaired commercial loans

$

-

$

-

$

36,601

$

36,601

Foreclosed real estate

-

-

45,740

45,740

Other repossessed assets

-

-

3,449

3,449

$

-

$

-

$

85,790

$

85,790

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

-

1,853

1,172

3,025

Servicing assets

-

-

7,455

7,455

Derivative liabilities

-

(6,162)

(1,095)

(7,257)

$

4,699

$

970,588

$

7,532

$

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

75


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 nine-month periods ended September 30, 2016 and  2015 :

Quarter Ended September 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

$

187

$

7,932

$

(181)

$

7,938

Gains (losses) included in earnings

(187)

-

181

(6)

New instruments acquired

-

466

-

466

Principal repayments

-

(123)

(1)

(124)

Amortization

-

-

1

1

Changes in fair value of servicing assets

-

118

-

118

Balance at end of period

$

-

$

8,393

$

-

$

8,393

Nine-Month Period Ended September 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

$

1,170

$

7,455

$

(1,095)

$

7,530

Gains (losses) included in earnings

(1,170)

-

1,067

(103)

New instruments acquired

-

1,740

-

1,740

Principal repayments

-

(347)

-

(347)

Amortization

-

-

28

28

Changes in fair value of servicing assets

-

(455)

-

(455)

Balance at end of period

$

-

$

8,393

$

-

$

8,393

Quarter Ended September 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

$

2,138

$

5,791

$

(2,044)

$

5,885

(Losses) gains included in earnings

(1,023)

-

972

(51)

New instruments acquired

-

748

-

748

Changes due to payments on loans

-

(242)

-

(242)

Amortization

-

-

31

31

Changes in fair value of servicing assets

-

166

-

166

Balance at end of period

$

1,115

$

6,463

$

(1,041)

$

6,537

76


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Nine-Month Period Ended September 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

$

5,555

$

13,992

$

(5,477)

$

14,070

(Losses) gains included in earnings

(4,440)

-

4,271

(169)

Sale of mortgage servicing rights held-for-sale

-

(6,985)

-

(6,985)

Changes due to payments on loans

-

(974)

-

(974)

New instruments acquired

-

2,808

-

2,808

Amortization

-

-

165

165

Changes in fair value related to price of MSRs held for sale

-

(2,716)

-

(2,716)

Changes in fair value of servicing assets

-

338

-

338

Balance at end of period

$

1,115

$

6,463

$

(1,041)

$

6,537

During the quarters and nine-month periods ended September 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.

77


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 September 30, 2016:

September 30, 2016

Fair Value

Valuation Technique

Unobservable Input

Range

(In thousands)

Servicing assets

$

8,393

Cash flow valuation

Constant prepayment rate

5.18% - 10.49%

Discount rate

10.00% - 12.00%

Collateral dependant

impaired loans

$

23,759

Fair value of property

or collateral

Appraised value less disposition costs

29.20% - 46.20%

Non-collateral dependant  impaired loans

$

12,840

Cash flow valuation

Discount rate

4.25%-10.50%

Foreclosed real estate

$

45,740

Fair value of property

or collateral

Appraised value less disposition costs

29.20% - 46.20%

Other repossessed assets

$

3,449

Fair value of property

or collateral

Appraised value less disposition costs

29.20% - 46.20%

78


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Information about Sensitivity to Changes in Significant Unobservable Inputs

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 were 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.

79


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

September 30,

December 31,

2016

2015

Fair

Carrying

Fair

Carrying

Value

Value

Value

Value

(In thousands)

Level 1

Financial Assets:

Cash and cash equivalents

$

509,265

$

509,265

$

536,709

$

536,709

Restricted cash

3,030

3,030

3,349

3,349

Level 2

Financial Assets:

Trading securities

380

380

288

288

Investment securities available-for-sale

642,683

642,683

974,609

974,609

Investment securities held-to-maturity

650,023

641,890

614,679

620,189

Federal Home Loan Bank (FHLB) stock

12,712

12,712

20,783

20,783

Other investments

3

3

3

3

Derivative assets

1,503

1,503

1,855

1,855

Financial Liabilities:

Derivative liabilities

4,306

4,306

6,162

6,162

Level 3

Financial Assets:

Total loans (including loans held-for-sale)

4,041,684

4,298,965

4,101,219

4,434,213

Derivative assets

-

-

1,170

1,170

FDIC indemnification asset

10,585

16,670

17,786

22,599

Accrued interest receivable

17,966

17,966

20,637

20,637

Servicing assets

8,393

8,393

7,455

7,455

Accounts receivable and other assets

49,733

49,733

42,786

42,786

Financial Liabilities:

Deposits

4,738,963

4,754,771

4,705,878

4,716,656

Securities sold under agreements to repurchase

662,027

658,232

955,859

934,691

Advances from FHLB

106,811

105,944

335,812

332,476

Other borrowings

40

40

2,593

1,734

Subordinated capital notes

32,831

36,083

94,940

102,633

Accrued expenses and other liabilities

89,760

89,760

92,043

92,043

Derivative liabilities embedded in deposits

-

-

1,095

1,095

80


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following methods and assumptions were used to estimate the fair values of significant financial instruments at September 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. In the past, the Company offered its customers certificates of deposit with an option tied to the performance of the S&P Index and used equity indexed option agreements with major broker-dealers to manage its exposure to changes in this index. Their fair value was 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 was linked to the average value of the S&P Index on a specific set of dates during the life of the option. The methodology used an average rate option or a cash-settled option whose payoff was 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 were uncertain and required a degree of judgment, included primarily S&P Index volatility, forward interest rate projections, estimated index dividend payout, and leverage. At September 30, 2016, there were no transactions outstanding.

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, subordinated capital notes, and other long term borrowings 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.

81


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 21 BUSINESS SEGMENTS

The Company segregates its businesses into the following major reportable segments of business: Banking, Wealth Management, and Treasury. Management established the reportable segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. Other factors such as the Company’s organization, nature of its products, distribution channels and economic characteristics of the products were also considered in the determination of the reportable segments. The Company measures the performance of these reportable segments based on pre-established goals of different financial parameters such as net income, net interest income, loan production, and fees generated. The Company’s methodology for allocating non-interest expenses among segments is based on several factors such as revenue, employee headcount, occupied space, dedicated services or time, among others. These factors are reviewed on a periodical basis and may change if the conditions warrant.

Banking includes the Bank’s branches and traditional banking products such as deposits and commercial, consumer and mortgage loans. Mortgage banking activities are carried out by the Bank’s mortgage banking division, whose principal activity is to originate mortgage loans for the Company’s own portfolio. As part of its mortgage banking activities, the Company may sell loans directly into the secondary market or securitize conforming loans into mortgage-backed securities.

Wealth Management is comprised of the Bank’s trust division, Oriental Financial Services, Oriental Insurance, and OPC. The core operations of this segment are financial planning, money management and investment banking, brokerage services, insurance sales activity, corporate and individual trust and retirement services, as well as retirement plan administration services.

The Treasury segment encompasses all of the Company’s asset/liability management activities, such as purchases and sales of investment securities, interest rate risk management, derivatives, and borrowings. Intersegment sales and transfers, if any, are accounted for as if the sales or transfers were to third parties, that is, at current market prices.

82


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Following are the results of operations and the selected financial information by operating segment for the quarters and nine-month periods ended September 30, 2016 and 2015 :

Quarter Ended September 30, 2016

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

82,564

$

15

$

8,005

$

90,584

$

-

$

90,584

Interest expense

(6,733)

-

(6,924)

(13,657)

-

(13,657)

Net interest income

75,831

15

1,081

76,927

-

76,927

Provision for loan and lease losses

(23,469)

-

-

(23,469)

-

(23,469)

Non-interest income

8,918

6,379

4,918

20,215

-

20,215

Non-interest expenses

(50,095)

(3,757)

(1,074)

(54,926)

-

(54,926)

Intersegment revenue

375

-

86

461

(461)

-

Intersegment expenses

(86)

(272)

(103)

(461)

461

-

Income before income taxes

$

11,474

$

2,365

$

4,908

$

18,747

$

-

$

18,747

Total assets

$

5,715,958

$

19,433

$

1,801,752

$

7,537,143

$

(945,030)

$

6,592,113

Quarter Ended September 30, 2015

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

97,264

$

25

$

9,958

$

107,247

$

-

$

107,247

Interest expense

(7,036)

-

(10,388)

(17,424)

-

(17,424)

Net interest income

90,228

25

(430)

89,823

-

89,823

Provision for loan and  lease losses

(51,579)

-

-

(51,579)

-

(51,579)

Non-interest (loss) income

30,098

6,513

(634)

35,977

-

35,977

Non-interest expenses

(63,106)

(5,063)

(921)

(69,090)

-

(69,090)

Intersegment revenue

351

-

69

420

(420)

-

Intersegment expenses

(69)

(252)

(99)

(420)

420

-

Income (loss) before income taxes

$

5,923

$

1,223

$

(2,015)

$

5,131

$

-

$

5,131

Total assets

$

5,990,125

$

20,594

$

2,117,569

$

8,128,288

$

(924,466)

$

7,203,822

83


OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Nine-Month Period Ended September 30, 2016

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

243,389

$

49

$

26,360

$

269,798

$

-

$

269,798

Interest expense

(20,840)

-

(23,744)

(44,584)

-

(44,584)

Net interest income

222,549

49

2,616

225,214

-

225,214

Provision for loan and lease losses

(51,703)

-

-

(51,703)

-

(51,703)

Non-interest income

24,927

19,309

4,637

48,873

-

48,873

Non-interest expenses

(147,881)

(11,610)

(4,117)

(163,608)

-

(163,608)

Intersegment revenue

1,162

-

235

1,397

(1,397)

-

Intersegment expenses

(235)

(849)

(313)

(1,397)

1,397

-

Income before income taxes

$

48,819

$

6,899

$

3,058

$

58,776

$

-

$

58,776

Nine-Month Period Ended September 30, 2015

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

285,251

$

71

$

28,339

$

313,661

$

-

$

313,661

Interest expense

(21,600)

-

(30,311)

(51,911)

-

(51,911)

Net interest income

263,651

71

(1,972)

261,750

-

261,750

Provision for loan and  lease losses

(109,311)

-

-

(109,311)

-

(109,311)

Non-interest income

16,136

20,416

1,650

38,202

-

38,202

Non-interest expenses

(169,264)

(16,586)

(4,009)

(189,859)

-

(189,859)

Intersegment revenue

1,058

-

228

1,286

(1,286)

-

Intersegment expenses

(228)

(770)

(288)

(1,286)

1,286

-

Income (loss) before income taxes

$

2,042

$

3,131

$

(4,391)

$

782

$

-

$

782

84


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the “Selected Financial Data” and the Company’s unaudited consolidated financial statements and related notes. This discussion and analysis contains forward-looking statements. Please see “Forward-Looking Statements” and the risk factors set forth in our Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”), for discussion of the uncertainties, risks and assumptions associated with these statements.

The Company is a publicly-owned financial holding company that provides a full range of banking and financial services through its subsidiaries, including commercial, consumer, auto and mortgage lending; checking and savings accounts; financial planning, insurance and securities brokerage services; and corporate and individual trust and retirement services. The Company operates through three major business segments: Banking, Wealth Management, and Treasury, and distinguishes itself based on quality service. The Company has 48 branches in Puerto Rico and a subsidiary in Boca Raton, Florida. The Company’s long-term goal is to strengthen its banking and financial services franchise by expanding its lending businesses, increasing the level of integration in the marketing and delivery of banking and financial services, maintaining effective asset-liability management, growing non-interest revenue from banking and financial services, and improving operating efficiencies.

The Company’s diversified mix of businesses and products generates both the interest income traditionally associated with a banking institution and non-interest income traditionally associated with a financial services institution (generated by such businesses as securities brokerage, fiduciary services, investment banking, insurance agency, and retirement plan administration). Although all of these businesses, to varying degrees, are affected by interest rate and financial market fluctuations and other external factors, the Company’s commitment is to continue producing a balanced and growing revenue stream.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in the consolidated financial statements. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We provide a summary of our significant accounting policies in “Note 1—Summary of Significant Accounting Policies” of our 2015 Form 10-K.

In the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” section of our 2015 Form 10-K, we identified the following accounting policies as critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition:

Loans and lease receivables

Allowance for loan and lease losses

Financial instruments

We evaluate our critical accounting estimates and judgments on an ongoing basis and update them as necessary based on changing conditions. Management has reviewed and approved these critical accounting policies and has discussed its judgments and assumptions with the Audit Committee of our Board of Directors. E ffective June 30, 2016, pursuant to supervisory direction, the Company changed the purchase credit impaired policy for all loans accounted for under ASC 310-30. Under the revised policy, the Company writes-off the loan’s recorded investment and derecognizes the associated allowance for loan and lease losses for loans that exit the pools. The revised policy implementation was performed prospectively due to the immaterial impact for retrospective adoption. Prior to June 30, 2016, the pool’s carrying value and allowance was determined by discount expected cash flows at the pool’s effective yield. The allowance for loan and lease losses was maintained until all of the loans in the pool were paid off or charged-off.  The transition to this revised policy on June 30, 2016 resulted in the de-recognition of loans recorded investment balance and associated allowance for loans that had exited the pools, with no impact to provision for loan and lease losses. Other than this change, t here have been no material changes in the methods used to formulate these critical accounting estimates from those discussed in our 2015 Form 10-K.

85


OVERVIEW OF FINANCIAL PERFORMANCE

SELECTED FINANCIAL DATA

Quarter Ended September 30,

Nine-Month Period Ended September 30,

Variance

Variance

2016

2015

%

2016

2015

%

EARNINGS DATA:

(In thousands, except per share data)

Interest income

$

90,584

$

107,247

-15.5%

$

269,798

$

313,661

-14.0%

Interest expense

13,657

17,424

-21.6%

44,584

51,911

-14.1%

Net interest income

76,927

89,823

-14.4%

225,214

261,750

-14.0%

Provision for loan and lease losses

23,469

51,579

-54.5%

51,703

109,311

-52.7%

Net interest income after provision for loan

and lease losses

53,458

38,244

39.8%

173,511

152,439

13.8%

Non-interest income

20,215

35,977

-43.8%

48,873

38,202

27.9%

Non-interest expenses

54,926

69,090

-20.5%

163,608

189,859

-13.8%

Income before taxes

18,747

5,131

265.4%

58,776

782

7416.1%

Income tax expense

3,627

562

545.4%

15,146

2,310

555.7%

Net income (loss)

15,120

4,569

230.9%

43,630

(1,528)

2955.4%

Less: dividends on preferred stock

(3,465)

(3,465)

0.0%

(10,396)

(10,396)

0.0%

Income (loss) available to common shareholders

$

11,655

$

1,104

955.7%

$

33,234

$

(11,924)

378.7%

PER SHARE DATA:

Basic

$

0.27

$

0.03

956.0%

$

0.76

$

(0.27)

381.5%

Diluted

$

0.26

$

0.03

950.7%

$

0.76

$

(0.27)

381.5%

Average common shares outstanding

43,926

43,929

0.0%

43,913

44,353

-1.0%

Average common shares outstanding and equivalents

51,111

51,146

-0.1%

51,091

51,609

-1.0%

Cash dividends declared per common share

$

0.06

$

0.10

-40.6%

$

0.18

$

0.30

-40.6%

Cash dividends declared on common shares

$

2,637

$

4,378

-39.8%

$

7,909

$

13,298

-40.5%

PERFORMANCE RATIOS:

Return on average assets (ROA)

0.91%

0.25%

264.4%

0.85%

-0.03%

2933.3%

Return on average tangible common equity

7.06%

0.68%

942.6%

6.82%

-2.38%

386.9%

Return on average common equity (ROE)

6.19%

0.59%

946.8%

5.96%

-2.08%

386.6%

Equity-to-assets ratio

14.03%

12.60%

11.3%

14.03%

12.60%

11.3%

Efficiency ratio

57.69%

63.66%

-9.4%

58.66%

59.51%

-1.4%

Interest rate spread

4.87%

5.21%

-6.5%

4.68%

5.11%

-8.4%

Interest rate margin

4.95%

5.29%

-6.4%

4.77%

5.19%

-8.1%

86


SELECTED FINANCIAL DATA - (Continued)

September 30,

December 31,

Variance

2016

2015

%

PERIOD END BALANCES AND CAPITAL RATIOS:

(In thousands, except per share data)

Investments and loans

Investment securities

$

1,297,668

$

1,615,872

-19.7%

Loans and leases, net

4,298,965

4,434,213

-3.1%

Total investments and loans

$

5,596,633

$

6,050,085

-7.5%

Deposits and borrowings

Deposits

$

4,754,771

$

4,717,751

0.8%

Securities sold under agreements to repurchase

658,232

934,691

-29.6%

Other borrowings

142,067

436,843

-67.5%

Total deposits and borrowings

$

5,555,070

$

6,089,285

-8.8%

Stockholders’ equity

Preferred stock

$

176,000

$

176,000

0.0%

Common stock

52,626

52,626

0.0%

Additional paid-in capital

540,692

540,512

0.0%

Legal surplus

74,788

70,435

6.2%

Retained earnings

169,858

148,886

14.1%

Treasury stock, at cost

(104,874)

(105,379)

0.5%

Accumulated other comprehensive income

15,844

13,997

13.2%

Total stockholders' equity

$

924,934

$

897,077

3.1%

Per share data

Book value per common share

$

17.29

$

16.67

3.7%

Tangible book value per common share

$

15.18

$

14.53

4.5%

Market price at end of period

$

10.11

$

7.32

38.1%

Capital ratios

Leverage capital

12.35%

11.18%

10.5%

Common equity Tier 1 capital

13.32%

12.14%

9.7%

Tier 1 risk-based capital

17.44%

15.99%

9.1%

Total risk-based capital

18.71%

17.29%

8.2%

Financial assets managed

Trust assets managed

$

2,866,741

$

2,691,423

6.5%

Broker-dealer assets gathered

$

2,419,050

$

2,374,709

1.9%

87


FINANCIAL HIGHLIGHTS OF THE THIRD QUARTER OF 2016

Net income available to shareholders totaled $11.7 million, or $0.26 per share fully diluted, compared to $1.1 million, or $0.03 per share fully diluted in the year ago quarter.

Oriental Bank’s overall business performance continued strong. New loan generation totaled $226.8 million. Banking and wealth management fee revenues decreased slightly versus the year ago quarter. Retail and commercial deposits totaled $4.8 billion. Net new customer accounts continued to increase at a 4% annualized rate.

Major credit exposure eliminated. As previously announced, the Company entered into an agreement to sell its $200.0 million participation in PREPA fuel line of credit, with the transaction settling after quarter end. The sale eliminated $183.0 million of non-performing assets. At September 30, 2016, this line of credit was reported as other loans held for sale, at its fair value of $123.1 million. As a result of the sale, the Company recognized a $56.2 million charge-off and a $2.9 million provision for loan and lease losses during the quarter ended September 30, 2016.

Credit quality improved, mainly from aforementioned PREPA selling agreement. Non-performing loan rates at 3.68% decreased significantly compared with 9.09% at September 30, 2015. Separately, early and total delinquencies of non-acquired loans were below year-ago levels.

Capital continued to build. Tangible book value per common share increased to $15.18 from $14.53 at December 31, 2015. Tangible common equity ratio increased to 10.25% from 9.10%.

Net Interest Margin (NIM) decreased to 4.95% compared to 5.29% in the year ago quarter, but increased 26 basis points from previous quarter.

Costs remained under control. The operating efficiency ratio improved to 57.69%, the best level in the last five quarters, as a result of continued focus on optimizing the expense base.

88


ANALYSIS OF RESULTS OF OPERATIONS

The following tables show major categories of interest-earning assets and interest-bearing liabilities, their respective interest income, expenses, yields and costs, and their impact on net interest income due to changes in volume and rates for the quarters and nine-month periods ended September 30, 2016 and 2015:

TABLE 1 - QUARTERLY ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE

FOR THE QUARTERS ENDED SEPTEMBER 30, 2016 AND 2015

Interest

Average rate

Average balance

September

September

September

September

September

September

2016

2015

2016

2015

2016

2015

(Dollars in thousands)

A - NORMAL SPREAD

Interest-earning assets:

Investments:

Investment securities

$

7,319

$

9,674

2.25%

2.39%

$

1,293,251

$

1,603,838

Interest bearing cash and money market investments

661

308

0.55%

0.25%

477,968

482,959

Total investments

7,980

9,982

1.79%

1.90%

1,771,219

2,086,797

Non-acquired loans

Mortgage

10,159

10,059

5.40%

5.26%

746,613

758,689

Commercial

15,976

14,623

4.44%

4.30%

1,426,216

1,349,511

Consumer

7,044

5,432

10.77%

10.22%

259,535

210,933

Auto and leasing

17,390

15,922

9.48%

9.86%

727,727

640,828

Total non-acquired loans

50,569

46,036

6.35%

6.17%

3,160,091

2,959,961

Acquired loans:

Acquired BBVAPR

Mortgage

8,197

8,614

5.60%

5.50%

580,786

621,706

Commercial

6,732

14,654

9.40%

13.16%

284,225

441,876

Consumer

2,993

3,335

18.02%

16.90%

65,902

78,306

Auto

4,801

8,612

11.24%

9.56%

169,423

357,511

Total acquired BBVAPR loans

22,723

35,215

8.19%

9.32%

1,100,336

1,499,399

Acquired Eurobank

9,313

16,014

26.85%

32.62%

137,605

194,775

Total loans

82,605

97,265

7.45%

8.29%

4,398,032

4,654,135

Total interest earning assets

90,585

107,247

5.83%

6.31%

6,169,251

6,740,932

Interest-bearing liabilities:

Deposits:

NOW Accounts

$

1,314

$

1,034

0.42%

0.37%

$

1,243,640

$

1,110,804

Savings and money market

1,351

1,592

0.48%

0.51%

1,113,649

1,234,772

Individual retirement accounts

482

564

0.71%

0.82%

268,467

274,387

Retail certificates of deposits

1,632

1,411

1.30%

1.40%

497,917

400,698

Institutional deposits

621

638

1.00%

0.96%

247,521

263,990

Total core deposits

5,400

5,239

0.64%

0.63%

3,371,194

3,284,651

Brokered deposits

1,751

1,211

1.26%

0.74%

549,371

648,083

7,151

6,450

0.72%

0.65%

3,920,565

3,932,734

Non-interest bearing deposits

-

-

0.00%

0.00%

801,833

772,545

Deposits fair value premium amortization

(78)

(91)

0.00%

0.00%

-

-

Core deposit intangible amortization

258

292

0.00%

0.00%

-

-

Total deposits

7,331

6,651

0.62%

0.56%

4,722,398

4,705,279

Borrowings:

Securities sold under agreements to repurchase

4,272

7,605

2.73%

2.66%

620,353

1,132,373

Advances from FHLB and other borrowings

1,237

2,283

2.51%

2.68%

195,278

337,829

Subordinated capital notes

818

885

3.19%

3.44%

101,581

102,198

Total borrowings

6,327

10,773

2.74%

2.72%

917,212

1,572,400

Total interest bearing liabilities

13,658

17,424

0.96%

1.10%

$

5,639,610

$

6,277,679

Net interest income / spread

$

76,927

$

89,823

4.87%

5.21%

Interest rate margin

4.95%

5.29%

Excess of average interest-earning assets over

average interest-bearing liabilities

$

529,641

$

463,253

Average interest-earning assets to average

interest-bearing liabilities ratio

109.39%

107.38%

89


B - CHANGES IN NET INTEREST INCOME DUE TO:

Volume

Rate

Total

(In thousands)

Interest Income:

Investments

$

(1,510)

$

(492)

$

(2,002)

Loans

(10,959)

(3,701)

(14,660)

Total interest income

(12,469)

(4,193)

(16,662)

Interest Expense:

Deposits

24

656

680

Repurchase agreements

(3,439)

106

(3,333)

Other borrowings

(1,031)

(82)

(1,113)

Total interest  expense

(4,446)

680

(3,766)

Net Interest Income

$

(8,023)

$

(4,873)

$

(12,896)

Interest

Average rate

Average balance

September

September

September

September

September

September

2016

2015

2016

2015

2016

2015

(Dollars in thousands)

C - TAX EQUIVALENT SPREAD (GAAP to Non-GAAP)

Interest-earning assets (GAAP)

$

90,585

$

107,247

5.83%

6.31%

$

6,169,251

$

6,740,932

Tax equivalent adjustment

1,163

1,130

0.07%

0.07%

-

-

Interest-earning assets - tax equivalent

91,748

108,377

5.90%

6.38%

6,169,251

6,740,932

Interest-bearing liabilities (GAAP)

13,658

17,424

0.96%

1.10%

5,639,609

6,277,679

Tax equivalent net interest income / spread

78,090

90,953

4.94%

5.28%

529,642

463,253

Tax equivalent interest rate margin

5.02%

5.35%

90


TABLE 1A - YEAR-TO-DATE ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE

FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2016 AND 2015

Interest

Average rate

Average balance

September

September

September

September

September

September

2016

2015

2016

2015

2016

2015

(Dollars in thousands)

A - NORMAL SPREAD

Interest-earning assets:

Investments:

Investment securities

$

24,448

$

27,457

2.41%

2.48%

$

1,351,402

$

1,476,057

Interest bearing cash and money market investments

1,919

953

0.51%

0.25%

497,795

508,598

Total investments

26,367

28,410

1.90%

1.91%

1,849,197

1,984,655

Non-acquired loans

Mortgage

29,615

29,967

5.27%

5.16%

748,755

776,152

Commercial

47,214

45,953

4.40%

4.66%

1,428,499

1,317,591

Consumer

19,778

14,970

10.68%

10.26%

246,641

195,098

Auto and leasing

50,985

45,669

9.62%

9.88%

705,956

618,280

Total non-acquired loans

147,592

136,559

6.28%

6.28%

3,129,851

2,907,121

Acquired loans:

Acquired BBVAPR

Mortgage

24,798

26,414

5.59%

5.56%

591,401

635,299

Commercial

20,985

40,996

8.94%

11.19%

312,571

489,767

Consumer

9,283

9,970

18.17%

16.03%

68,076

83,132

Auto

16,976

27,037

11.37%

8.91%

198,845

405,581

Total acquired BBVAPR loans

72,042

104,417

8.20%

8.65%

1,170,893

1,613,779

Acquired Eurobank

23,798

44,275

22.50%

25.19%

140,921

234,960

Total loans

243,432

285,251

7.30%

8.02%

4,441,665

4,755,860

Total interest earning assets

269,799

313,661

5.71%

6.22%

6,290,862

6,740,515

Interest-bearing liabilities:

Deposits:

NOW Accounts

3,914

3,388

0.43%

0.39%

1,208,943

1,171,679

Savings and money market

4,057

4,988

0.49%

0.52%

1,111,012

1,282,753

Individual retirement accounts

1,448

1,935

0.72%

0.91%

268,315

284,657

Retail certificates of deposits

4,446

4,144

1.28%

1.35%

461,685

411,247

Institutional deposits

1,895

2,134

1.00%

1.06%

253,618

269,958

Total core deposits

15,760

16,589

0.64%

0.65%

3,303,573

3,420,294

Brokered deposits

5,555

3,462

1.17%

0.76%

631,643

607,575

21,315

20,051

0.72%

0.67%

3,935,216

4,027,869

Non-interest bearing deposits

-

-

0.00%

0.00%

784,099

765,863

Deposits fair value premium amortization

(268)

(569)

0.00%

0.00%

-

-

Core deposit intangible amortization

775

877

0.00%

0.00%

-

-

Total deposits

21,822

20,359

0.62%

0.57%

4,719,315

4,793,732

Borrowings:

Securities sold under agreements to repurchase

14,629

22,163

2.86%

2.87%

682,326

1,031,316

Advances from FHLB and other borrowings

5,574

6,766

2.62%

2.66%

282,957

339,738

Subordinated capital notes

2,560

2,623

3.33%

3.44%

102,379

101,939

Total borrowings

22,763

31,552

2.84%

2.86%

1,067,662

1,472,993

Total interest bearing liabilities

44,585

51,911

1.03%

1.11%

5,786,977

6,266,725

Net interest income / spread

$

225,214

$

261,750

4.68%

5.11%

Interest rate margin

4.77%

5.19%

Excess of average interest-earning assets

over average interest-bearing liabilities

$

503,885

$

473,791

Average interest-earning assets to average

interest-bearing liabilities ratio

108.71%

107.56%

91


B - CHANGES IN NET INTEREST INCOME DUE TO:

Volume

Rate

Total

(In thousands)

Interest Income:

Investments

$

(1,939)

$

(104)

$

(2,043)

Loans

(29,455)

(12,364)

(41,819)

Total interest income

(31,394)

(12,468)

(43,862)

Interest Expense:

Deposits

(316)

1,779

1,463

Repurchase agreements

(7,500)

(34)

(7,534)

Other borrowings

(1,198)

(57)

(1,255)

Total interest  expense

(9,014)

1,688

(7,326)

Net Interest Income

$

(22,380)

$

(14,156)

$

(36,536)

Interest

Average rate

Average balance

September

September

September

September

September

September

2016

2015

2016

2015

2016

2015

(Dollars in thousands)

C - TAX EQUIVALENT SPREAD (GAAP to Non-GAAP)

Interest-earning assets (GAAP)

$

269,799

$

313,661

5.71%

6.22%

$

6,290,861

$

6,740,516

Tax equivalent adjustment

3,499

5,734

0.07%

0.11%

-

-

Interest-earning assets - tax equivalent

273,298

319,395

5.78%

6.33%

6,290,861

6,740,516

Interest-bearing liabilities (GAAP)

44,585

51,911

1.03%

1.11%

5,786,977

6,266,725

Tax equivalent net interest income / spread

228,713

267,484

4.75%

5.22%

503,884

473,791

Tax equivalent interest rate margin

4.84%

5.31%

92


Net Interest Income

Net interest income is a function of the difference between rates earned on the Company’s interest-earning assets and rates paid on its interest-bearing liabilities (interest rate spread) and the relative amounts of its interest earning assets and interest-bearing liabilities (interest rate margin). The Company constantly monitors the composition and re-pricing of its assets and liabilities to maintain its net interest income at adequate levels.

Comparison of quarters ended September 30, 2016 and 2015

Table 1 above shows the major categories of interest-earning assets and interest-bearing liabilities, their respective interest income, expenses, yields and costs, and their impact on net interest income due to changes in volume and rates for the quarters ended September 30, 2016 and 2015.

Net interest income of $76.9 million decreased 14.4% compared with $89.8 million reported in the third quarter of 2015, primarily reflecting a decrease of 15.1% in interest income from loans.

Interest rate spread decreased 34 basis points from 5.21% to 4.87%. This decrease is mainly due to the net effect of a 48 basis points decrease in the average yield of interest-earning assets from 6.31% to 5.83% and a 14 basis point decrease in the average cost of interest-bearing liabilities from 1.10% to 0.96%.

Interest income decreased to $90.6 million from $107.2 million. Such decrease reflects decreases of $12.5 million and $4.2 million in the volume and interest rate, respectively, of interest-earning assets. Interest income from investments decreased 20.1% to $8.0 million, reflecting decreases in volume and interest rate of $1.5 million and $492 thousand, respectively. Interest income from loans decreased 15.1% to $82.6 million, reflecting a decrease in volume and interest rate of $11.0 million and $3.7 million, respectively, primarily due to lower acquired loan balances and yields. Our loan portfolio is transitioning as originated loans with normal yields grow at a slower pace than higher-yielding acquired loans decrease due to repayments and maturities.

Originated loans interest income increased 9.8% to $50.6 million as average balances grew 6.8% and yields increased 18 basis points to 6.35%. Acquired BBVAPR loans interest income declined 35.5% to $22.7 million as average balances declined 26.6% and yields decreased 113 basis points to 8.19%. Acquired Eurobank loans interest income fell 41.8% to $9.3 million as average balances declined 29.4% and yields decreased 577 basis points to 26.85%.

The average balance of total interest-earning assets was $6.169 billion, a decrease of 8.5% from the same period in 2015. The decrease in average balance of interest-earning assets was mainly attributable to a decrease of 5.5% in average loans, and a decrease of 15.1% in average investments. The decrease in average loans is mostly related to the bulk sale on September 28, 2015, of a portion of covered non-performing commercial loans amounting to $ 197.1 million unpaid principal balance ($ 100.0 million carrying amount), the strategic decrease of government exposures, and the repayment and maturities of acquired loans.

Interest expense decreased 21.6% to $13.7 million, primarily because of a $4.4 million decrease in the volume of interest-bearing liabilities, partially offset by an increase of $680 thousand in interest rate. The decrease in interest-bearing liabilities is mostly due to the decrease in repurchase agreements and other borrowings volume of $3.4 million and $1.0 million, respectively. During the first quarter of 2016, the Company made a partial unwinding of a repurchase agreement amounting to $268.0 million, which carried a cost of 4.78%. In addition, during the third quarter of 2016, $227.0 million in short term FHLB advances were repaid at maturity. The cost of deposits increased 6 basis points to 0.62% for the third quarter of 2016, compared to 0.56% for the third quarter of 2015. The cost of borrowings increased 2 basis points to 2.74% from 2.72%.

93


Comparison of nine-month periods ended September 30, 2016 and 2015

Table 1A above shows the major categories of interest-earning assets and interest-bearing liabilities, their respective interest income, expenses, yields and costs, and their impact on net interest income due to changes in volume and rates for the nine-month periods ended September 30, 2016 and 2015. Net interest income of $225.2 million decreased 14.0% compared with $261.8 million reported during the same period in 2015 , reflecting a decrease of 14.7% in interest income from loans.

Interest rate spread decreased 43 basis points from 5.11% to 4.68%. This decrease is mainly due to the net effect of a 51 basis point decrease in the average yield of interest-earning assets from 6.22% to 5.71% and an 8 basis point decrease in average costs of interest-bearing liabilities from 1.11% to 1.03%.

Interest income decreased to $269.8 million from $313.7 million in the same period in 2015. Such decrease reflects decreases of $31.4 million and $12.5 million in the volume and interest rate, respectively, of interest-earning assets. Interest income from loans decreased 14.7% to $243.4 million, reflecting a decrease in volume and interest rate of $29.5 million and $12.4 million, respectively, primarily due to lower acquired loan balances and yields. Our loan portfolio is transitioning as originated loans with normal yields grow at a slower pace than higher-yielding acquired loans decrease due to repayments and maturities.

Originated loans interest income increased 8.1% to $147.6 million as average balances grew 7.7% and yields remained at 6.28%. Acquired BBVAPR loans interest income declined 31.0% to $72.0 million as average balances declined 27.4% and yields decreased 45 basis points to 8.20%. Acquired Eurobank loans interest income fell 46.2% to $23.8 million as average balances declined 40.0% and yields decreased 269 basis points to 22.5%. Interest income from investments decreased 7.2% to $26.4 million, reflecting a decrease in volume of $1.9 million and $104 thousand decrease in interest rate.

The average balance of total interest-earning assets was $6.291 billion, a decrease of 6.7% from the same period in 2015. The decrease in average balance of interest-earning assets was mainly attributable to a decrease of 6.6% in average loans. The decrease in average loans is mostly related to the bulk sale on September 28, 2015, of a portion of covered non-performing commercial loans amounting to $197.1 million unpaid principal balance ($100.0 million carrying amount), the strategic decrease of government exposures, and the repayment and maturities of acquired loans.

Interest expense decreased 14.1% to $44.6 million, primarily because of a $9.0 million decrease in the volume of interest-bearing liabilities, partially offset by an increase of $1.7 million in interest rate. The decrease in interest-bearing liabilities is mostly due to the decrease in repurchase agreements and other borrowings volume of $7.5 million and $1.2 million, respectively, which was partially offset by an increase in deposit interest rate of $1.8 million. During the first quarter of 2016, the Company made a partial unwinding of a repurchase agreement amounting to $268.0 million, which carried a cost of 4.78%. In addition, during the third quarter of 2016, $227.0 million in short term FHLB advances were repaid at maturity. The cost of deposits slightly increased 5 basis point to 0.62%, compared to 0.57% for the same period in 2015. The cost of borrowings decreased 2 basis points to 2.84% from 2.86%.

94


TABLE 2 - NON-INTEREST INCOME SUMMARY

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

Variance

2016

2015

Variance

(Dollars in thousands)

Banking service revenue

$

10,330

$

10,826

-4.6%

$

30,667

$

31,243

-1.8%

Wealth management revenue

6,526

6,885

-5.2%

19,719

21,325

-7.5%

Mortgage banking activities

1,421

992

43.2%

3,300

4,717

-30.0%

Total banking and financial service revenue

18,277

18,703

-2.3%

53,686

57,285

-6.3%

Net impairment losses recognized in earnings

-

(246)

100.0%

-

(246)

100.0%

FDIC shared-loss expense, net

(3,296)

(2,079)

-58.5%

(10,745)

(38,408)

72.0%

Reimbursement from FDIC shared-loss coverage in sale of loans

-

20,000

-100.0%

-

20,000

-100.0%

Net gain (loss) on:

Sale of securities

-

-

0.0%

12,207

2,572

374.6%

Derivatives

17

(208)

108.2%

4

(223)

101.8%

Early extinguishment of debt

-

-

0.0%

(12,000)

-

-100.0%

Other non-interest income (loss)

5,217

(193)

2803.1%

5,721

(2,778)

305.9%

1,938

17,274

-88.8%

(4,813)

(19,083)

74.8%

Total non-interest income, net

$

20,215

$

35,977

-43.8%

$

48,873

$

38,202

27.9%

Non-Interest Income, net

Non-interest income is affected by the level of trust assets under management, transactions generated by clients’ financial assets serviced by the securities broker-dealer and insurance agency subsidiaries, the level of mortgage banking activities, and the fees generated from loans and deposit accounts. It is also affected by the FDIC shared-loss expense, which varies depending on the results of the on-going evaluation of expected cash flows of the loan portfolio acquired in the FDIC-assisted acquisition. In addition, it is affected by the amount of securities, derivatives, trading and other transactions.

Comparison of quarters ended September 30, 2016 and 2015

As shown in Table 2 above, the Company recorded non-interest income, net, in the amount of $20.2 million, compared to $36.0 million for the same period in 2015, a decrease of $15.8 million.

During the third quarter of 2015, the Company entered into an agreement with the FDIC pursuant to which the FDIC concurred with a sale of loss share assets covered under the non-single family loss share agreement. As a result to such agreement, the FDIC agreed to pay up to $20.0 million in loss share coverage with respect to the aggregate loss resulting from the bulk sale of covered non-performing commercial loans, as reflected in table 2, and such receivable was registered as a reimbursement from the FDIC in light of the successful execution of the bulk sale in 2015.  The net FDIC shared-loss expense increased to $3.3 million as compared to $2.1 million for the third quarter of 2015. The increase is related to the ongoing evaluation of expected cash flows of the covered loan portfolio and from changes in the fair value of the true-up payment obligation (also known as a clawback liability).

Other non-interest income increased $5.4 million, as the Company received $5.0 million during the quarter ended September 30, 2016 from a loss in 2009 related to a private label collateralized mortgage obligation.

Banking service revenue, which consists primarily of fees generated by deposit accounts, electronic banking services, and customer services, decreased to $10.3 million, as compared to $10.8 million the same period in 2015. The decrease is mainly driven by lower prepayment loan fees, from the early cancellation of a credit facility to a public corporation in the third quarter of 2015, and lower automatic teller machine network service fees, partially offset by higher debit card interchange income.

95


Wealth management revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, decreased 5.2% to $6.5 million, compared to $6.9 million for the same period in 2015. Such decrease reflects a reduction in some securities brokerage activities and a reduction in fees from the IRA portfolio. Client trading volumes in our broker-dealer subsidiary continued to fall due to general investor uncertainty in the Puerto Rico market.

Income generated from mortgage banking activities increased 43.3% to $1.4 million, compared to $992 thousand for the same period in 2015. Mortgage banking activities increased because of a decrease in losses from repurchased loans and the recognition of mortgage service fees partially offset by a decrease in servicing income.

Comparison of nine-month periods ended September 30, 2016 and 2015

The Company recorded non-interest income, net in the amount of $48.9 million, compared to $38.2 million for the same period in 2015, an increase of 27.9%, or $10.7 million.

During the third quarter of 2015, the Company entered into an agreement with the FDIC pursuant to which the FDIC concurred with a sale of loss share assets covered under the non-single family loss share agreement. As a result to such agreement, the FDIC agreed to pay up to $20.0 million in loss share coverage with respect to the aggregate loss resulting from the bulk sale of covered non-performing commercial loans, as reflected in table 2, and such receivable was registered as a reimbursement from the FDIC in light of the successful execution of the bulk sale. The net FDIC shared-loss expense decreased to $10.7 million as compared to $38.4 million for the same period in 2015, primarily from the expiration of the FDIC commercial and non-single family loans loss share coverage at June 30, 2015.

D uring the first quarter of 2016, the Company capitalized on favorable market conditions to partially unwind a high-rate repurchase agreement amounting to $268.0 million at a cost of $12.0 million, included as a loss on early extinguishment of debt in the unaudited statements of operations. In addition, the Company sold $277.2 million in mortgage backed securities and $11.1 million in Puerto Rico government bonds. As a result, the Company recorded a net gain on sale of securities of $12.2 million. During the nine-month period ended September 30, 2015, the Company recorded a net gain on sale of securities of $2.6 million.

Other non-interest income increased $8.5 million, as the Company received $5.0 million in the third quarter of 2016 from a loss in 2009 related to a private label collateralized mortgage obligation. In addition, during the nine-month period ended September 30, 2015 the Company recognized a $1.9 million loss in the valuation of a mortgage servicing asset sold.

Wealth management revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, decreased 7.5% to $19.7 million, compared to $21.3 million for the same period in 2015. Such decrease reflects a reduction in some securities brokerage activities of $1.1 million and a reduction in fees from the IRA portfolio of $461 thousand.

Income generated from mortgage banking activities decreased 30.0% to $3.3 million, compared to $4.7 million for the same period in 2015. The decrease in mortgage banking activities was mostly due to a decrease in servicing income of $1.5 million, as the Company sold part of its mortgage servicing asset during the second quarter of 2015. In addition, mortgage banking activities were affected by foregone gains on sales, which decreased $1.7 million, as a result of the Company retaining securitized GNMA pools, offset by a decrease of $1.7 million in losses from repurchased loans.

Banking service revenue, which consists primarily of fees generated by deposit accounts, electronic banking services, and customer services, slightly decreased 1.8% to $30.7 million from $31.2 million for the same period in 2015. Such decrease reflects a reduction in loan prepayment fees of $776 thousand from the early cancellation of a credit facilities to a public corporation and a reduction in checking overdraft fees of $278 thousand, partially offset by an increase of $390 thousand in electronic banking fees.

96


TABLE 3 - NON-INTEREST EXPENSES SUMMARY

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

Variance %

2016

2015

Variance %

(Dollars in thousands)

Compensation and employee benefits

$

19,191

$

21,015

-8.7%

$

58,006

$

60,455

-4.1%

Professional and service fees

3,744

4,000

-6.4%

10,881

12,324

-11.7%

Occupancy and equipment

7,484

8,556

-12.5%

23,413

26,075

-10.2%

Insurance

1,242

2,263

-45.1%

7,547

6,467

16.7%

Electronic banking charges

5,077

5,496

-7.6%

15,613

16,714

-6.6%

Information technology expenses

1,862

1,364

36.5%

5,124

4,360

17.5%

Advertising, business promotion, and strategic initiatives

1,347

1,577

-14.6%

4,133

4,763

-13.2%

Foreclosure, repossession and other real estate expenses

5,279

16,601

-68.2%

13,250

32,384

-59.1%

Loan servicing and clearing expenses

2,804

1,976

41.9%

6,811

6,923

-1.6%

Taxes, other than payroll and income taxes

2,385

2,649

-10.0%

7,386

6,831

8.1%

Communication

617

774

-20.3%

2,017

2,234

-9.7%

Printing, postage, stationery and supplies

602

624

-3.5%

1,927

1,842

4.6%

Director and investor relations

233

246

-5.3%

812

829

-2.1%

Other operating expenses

3,059

1,949

57.0%

6,688

7,658

-12.7%

Total non-interest expenses

$

54,926

$

69,090

-20.5%

$

163,608

$

189,859

-13.8%

Relevant ratios and data:

Efficiency ratio

57.69%

63.66%

58.66%

59.51%

Compensation and benefits to

non-interest expense

34.94%

30.42%

35.45%

31.84%

Compensation to average total assets owned

1.15%

1.15%

1.14%

1.10%

Average number of employees

1,435

1,493

1,451

1,504

Average compensation per employee

$

13.4

$

14.1

$

40.0

$

40.2

Average loan balance per average employee

$

3,065

$

3,117

$

3,061

$

3,162

97


Non-Interest Expenses

Comparison of quarters ended September 30, 2016 and 2015

Non-interest expense for the third quarter of 2016 was $54.9 million, representing a decrease of 20.5% compared to $69.1 million in the same quarter of the previous year.

Foreclosure, repossession and other real estate expenses decreased 68.2% to $5.3 million, as compared to $16.6 million in the same period for the previous year, primarily as a result of the bulk sale of non-performing assets in the third quarter of 2015. The third quarter of 2015 included a $3.2 million increase in other real estate owned and other mortgage properties markdowns, as part of 2015 de-risking efforts. In addition, the third quarter of 2015 included a loss of $2.3 million on the sale of repossessed assets, contrasting with 2016 which included a gain of $450 thousand, mainly due to efficiencies in the selling process.

Compensation and employee benefits decreased 8.7%, or $1.8 million, to $19.2 million, mostly due to the decrease in average employees. In addition, during the quarter ended September 30, 2015, the Company offered a voluntary early retirement program for qualified employees and accumulated an additional compensation expense of $917 thousand related to this program.

Occupancy and equipment decreased 12.5%, or $1.1 million, to $7.5 million, reflecting a reduction of $1.0 million in depreciation expense for leasehold improvements, rent expense, security equipment rent and maintenance, and building maintenance, as a result of the closing of seven branches during 2015.

Insurance expense decreased 45.1%, or $1.0 million, to $1.2 million, as a result of a change in the method for calculating the insurance premium for the FDIC Savings Association Insurance Fund (SAIF). The change became effective during the third quarter of 2016.

Other operating expenses increased 57.0%, or $1.1 million, to $3.1 million, which reflects an increase in reserves for regulatory matters.

The efficiency ratio improved to 57.69% from 63.66% for the same period in 2015. The efficiency ratio measures how much of the Company’s revenues is used to pay operating expenses. The Company computes its efficiency ratio by dividing non-interest expenses by the sum of its net interest income and non-interest income, but excluding gains on the sale of investment securities, derivatives gains or losses, FDIC shared-loss expense, losses on the early extinguishment of debt, other gains and losses, and other income that may be considered volatile in nature. Management believes that the exclusion of those items permits consistent comparability. Amounts presented as part of non-interest income that are excluded from the efficiency ratio computation for the quarter ended September 30, 2016 and 2015 amounted to $1.9 million and $17.3 million, respectively.

Comparison of nine-month periods ended September 30, 2016 and 2015

Non-interest expense for the nine-month period ended September 30, 2016 was $163.6 million, representing a decrease of 13.8% compared to $189.9 million in the same period of the previous year.

Foreclosure, repossession and other real estate expenses decreased 59.1% to $13.3 million, as compared to $32.4 million in the same period for the previous year, primarily as a result of the bulk sale of non-performing assets in the third quarter of 2015. The nine-month period ended September 30, 2015 included a $12.7 million increase in other real estate owned and other mortgage properties markdowns, as part of 2015 de-risking efforts. Also, the nine-month period ended September 30, 2015 included a loss of $5.0 million on the sale of repossessed assets, contrasting with 2016 which included a gain of $2.0 million, mainly due to efficiencies in the selling process.

Occupancy and equipment decreased 10.2% to $23.4 million reflecting a reduction of $2.9 million in depreciation of leasehold improvements, rent expense, security equipment rent and maintenance, and building maintenance, as a consequence of the closing of seven branches during 2015.

Compensation and employee benefits decreased 4.1%, or $2.4 million, to $58.0 million, mostly due to the decrease in average employees. In addition, during the nine-month period ended September 30, 2015, the Company offered a voluntary early retirement program for qualified employees and accumulated an additional compensation expense of $917 thousand related to this program.

98


Professional and service fees decreased 11.7%, or $1.4 million, to $10.9 million, mostly due to lower legal expenses from strategic initiatives to reduce costs, lower collection services due to in-house collection efforts, and lower consulting fees due to non-recurring expenses in 2015.

Electronic banking charges decreased 6.6%, or $1.1 million to $15.6 million mostly due the a reduction of $1.6 million in debit card merchant and billing fees, partially offset by $427 thousand in debit and credit card processing service fees.

The decreases in the foregoing non-interest expenses were partially offset by increases in insurance expense and information technology.

Insurance expense increased 16.7% to $7.5 million, as compared to $6.5 million in the same period of 2015, mainly due to an increase in the SAIF premium during the fourth quarter of 2015. This increase was partially offset by a change in the method for calculating the insurance premium for the SAIF, which became effective during the third quarter of 2016.

Information technology expenses increased 17.5% to $5.1 million, as compared to $4.4 million in the same period of 2015, mainly due to an increase in the data processing expenses.

The efficiency ratio improved to 58.66% from 59.51% for the same period in 2015. The efficiency ratio measures how much of the Company’s revenues is used to pay operating expenses. The Company computes its efficiency ratio by dividing non-interest expenses by the sum of its net interest income and non-interest income, but excluding gains on the sale of investment securities, derivatives gains or losses, FDIC shared-loss expense, losses on the early extinguishment of debt, other gains and losses, and other income that may be considered volatile in nature. Management believes that the exclusion of those items permits consistent comparability. Amounts presented as part of non-interest income that are excluded from efficiency ratio computation for the nine-month period ended September 30, 2016 and 2015 amounted to $4.8 million and $19.1 million, respectively.

Provision for Loan and Lease Losses

Comparison of quarters ended September 30, 2016 and 2015

Provision for loan and lease losses decreased 54.5%, or $28.1 million, to $23.5 million. Based on an analysis of the credit quality and the composition of the Company’s loan portfolio, management determined that the provision for the quarter was adequate to maintain the allowance for loan and lease losses at an appropriate level to provide for probable losses based upon an evaluation of known and inherent risks.

Provision for originated and other loan and lease losses increased 40.6%, or $4.2 million, to $14.7 million from $10.5 million when compared with the same period in 2015. Commercial provision increased $4.3 million to $5.8 million, compared to $1.5 million for the same period in 2015. This increase included $2.9 million towards the PREPA credit, which was held for sale, and another $2.9 million for a single commercial loan. Mortgage provision increased to $1.6 million, compared to $4 thousand for the same period in 2015. Consumer provision increased $934 thousand to $3.6 million, from $2.6 million for the same period in 2015. Increases were partially offset by a decrease in the auto and leasing provision of $3.1 million to $3.8 million, from $6.9 million.

Total charge-offs on originated and other loans increased 438.8% to $69.3 million, as compared to $12.9 million for the same period in 2015. Commercial charge-offs increased $55.9 million to $56.7 million, from $828 thousand as a result of a $56.2 million charge-off in connection with the sale of the PREPA credit. Consumer charge-offs increased $702 thousand to $3.2 million. Mortgage charge-offs increased to $1.7 million, from $1.1 million. Auto and leasing charge-offs decreased $706 thousand to $7.8 million. Total recoveries on originated and other loans increased from $3.8 million to $4.0 million. Net charge-off rate increased 704 basis points to 8.27% due to the aforementioned sale of PREPA credit.

99


Provision for acquired loan and lease losses decreased 78.7%, or $32.4 million, to $8.8 million from $41.1 million when compared with the same period in 2015. Provision for acquired BBVAPR loan and lease losses increased $312 thousand to $7.9 million from $7.6 million, when compared to the same period in 2015. Provision for acquired Eurobank loan and lease losses decreased $32.7 million from $33.5 million to $819 thousand. Such decrease reflects an additional provision of $32.9 million during the third quarter of 2015 recorded as a result of the sale of  non-performing commercial acquired Eurobank loans amounting to $197.1 million, unpaid principal balance ($100.0 million carrying amount).

Comparison of nine-month periods ended September 30, 2016 and 2015

Provision for loan and lease losses decreased 52.7%, or $57.6 million, to $51.7 million. Based on an analysis of the credit quality and the composition of the Company’s loan portfolio, management determined that the provision for the quarter was adequate to maintain the allowance for loan and lease losses at an appropriate level to provide for probable losses based upon an evaluation of known and inherent risks.

Provision for originated and other loan and lease losses decreased 36.6%, or $19.9 million, to $34.4 million from $54.3 million when compared with the same period in 2015. The provision was high in the 2015 period because in the first quarter of 2015, the Company changed to non-accrual status the PREPA line of credit and recorded a $24.0 million provision for loan and lease losses related thereto. This decrease was partially offset by a $2.9 million provision related to the sale of the PREPA credit and another $2.9 million provision for a single commercial loan recorded during the quarter ended September 30, 2016.

Total charge-offs on originated and other loans increased 159.6% to $95.8 million, as compared to $36.9 million for the same period in 2015. Commercial charge-offs increased $56.2 million to $58.5 million as a result of a $56.2 million charge-off in connection with the sale of the PREPA credit. Consumer charge-offs increased $1.9 million to $8.3 million. Mortgage charge-offs increased $864 thousand to $4.7 million. Auto and leasing charge-offs decreased $42 thousand to $24.3 million. Total recoveries on originated and other loans decreased from $11.5 million to $10.9 million. Net charge-off rate increased 367 basis points to 5.42% due to the aforementioned sale of PREPA credit.

Provision for acquired loan and lease losses decreased 68.6%, or $37.7 million, to $17.3 million from $55.0 million when compared with the same period in 2015. Provision for acquired BBVAPR loan and lease losses decreased $2.2 million to $14.6 million from $16.8 million, which included a provision of $5.2 million related to the sale of certain non-performing commercial loans during the third quarter of 2015. This decrease was partially offset by a $4.4 million provision during the quarter ended September 30, 2016 in connection with a loan to the Puerto Rico Housing Finance Authority (PRHFA). Provisions for acquired Eurobank loan and lease losses decreased $35.5 million from $38.2 million to $2.7 million. The provision was higher in the 2015 period because of a provision of $32.9 million related to the sale of certain non-performing commercial loans during the third quarter of 2015.

Income Taxes

Comparison of quarters ended September 30, 2016 and 2015

Income tax expense was $3.6 million, compared to $562 thousand for the same period in 2015. Income tax expense reflects the net income before income taxes of $18.7 million for the third quarter of 2016, compared to a net income before taxes of $5.1 million for the year-ago quarter.

Comparison of nine-month periods ended September 30, 2016 and 2015

Income tax expense was $15.1 million, compared to $2.3 million for the same period in 2015. Income tax expense reflects the net income before income taxes of $58.8 million for the nine-month period of 2016, compared to a net income before income taxes of $782 thousand for the year-ago period.

100


Business Segments

The Company segregates its businesses into the following major reportable segments: Banking, Wealth Management, and Treasury. Management established the reportable segments based on the internal reporting used to evaluate performance and to assess where to allocate resources. Other factors such as the Company’s organization, nature of its products, distribution channels and economic characteristics of the products were also considered in the determination of the reportable segments. The Company measures the performance of these reportable segments based on pre-established goals of different financial parameters such as net income, net interest income, loan production, and fees generated. The Company’s methodology for allocating non-interest expenses among segments is based on several factors such as revenue, employee headcount, occupied space, dedicated services or time, among others.  Following are the results of operations and the selected financial information by operating segment for the quarters and nine-month periods ended September 30, 2016 and 2015.

Quarter Ended September 30, 2016

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

82,564

$

15

$

8,005

$

90,584

$

-

$

90,584

Interest expense

(6,733)

-

(6,924)

(13,657)

-

(13,657)

Net interest income

75,831

15

1,081

76,927

-

76,927

Provision for loan and lease losses

(23,469)

-

-

(23,469)

-

(23,469)

Non-interest income

8,918

6,379

4,918

20,215

-

20,215

Non-interest expenses

(50,095)

(3,757)

(1,074)

(54,926)

-

(54,926)

Intersegment revenue

375

-

86

461

(461)

-

Intersegment expenses

(86)

(272)

(103)

(461)

461

-

Income before income taxes

$

11,474

$

2,365

$

4,908

$

18,747

$

-

$

18,747

Total assets

$

5,715,958

$

19,433

$

1,801,752

$

7,537,143

$

(945,030)

$

6,592,113

Quarter Ended September 30, 2015

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

97,264

$

25

$

9,958

$

107,247

$

-

$

107,247

Interest expense

(7,036)

-

(10,388)

(17,424)

-

(17,424)

Net interest income

90,228

25

(430)

89,823

-

89,823

Provision for loan and  lease losses

(51,579)

-

-

(51,579)

-

(51,579)

Non-interest income (loss)

30,098

6,513

(634)

35,977

-

35,977

Non-interest expenses

(63,106)

(5,063)

(921)

(69,090)

-

(69,090)

Intersegment revenue

351

-

69

420

(420)

-

Intersegment expenses

(69)

(252)

(99)

(420)

420

-

Income (loss) before income taxes

$

5,923

$

1,223

$

(2,015)

$

5,131

$

-

$

5,131

Total assets

$

5,990,125

$

20,594

$

2,117,569

$

8,128,288

$

(924,466)

$

7,203,822

101


Nine-Month Period Ended September 30, 2016

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

243,389

$

49

$

26,360

$

269,798

$

-

$

269,798

Interest expense

(20,840)

-

(23,744)

(44,584)

-

(44,584)

Net interest income

222,549

49

2,616

225,214

-

225,214

Provision for loan and lease losses

(51,703)

-

-

(51,703)

-

(51,703)

Non-interest income

24,927

19,309

4,637

48,873

-

48,873

Non-interest expenses

(147,881)

(11,610)

(4,117)

(163,608)

-

(163,608)

Intersegment revenue

1,162

-

235

1,397

(1,397)

-

Intersegment expenses

(235)

(849)

(313)

(1,397)

1,397

-

Income before income taxes

$

48,819

$

6,899

$

3,058

$

58,776

$

-

$

58,776

Nine-Month Period Ended September 30, 2015

Wealth

Total Major

Consolidated

Banking

Management

Treasury

Segments

Eliminations

Total

(In thousands)

Interest income

$

285,251

$

71

$

28,339

$

313,661

$

-

$

313,661

Interest expense

(21,600)

-

(30,311)

(51,911)

-

(51,911)

Net interest income

263,651

71

(1,972)

261,750

-

261,750

Provision for loan and  lease losses

(109,311)

-

-

(109,311)

-

(109,311)

Non-interest income

16,136

20,416

1,650

38,202

-

38,202

Non-interest expenses

(169,264)

(16,586)

(4,009)

(189,859)

-

(189,859)

Intersegment revenue

1,058

-

228

1,286

(1,286)

-

Intersegment expenses

(228)

(770)

(288)

(1,286)

1,286

-

Income (loss) before income taxes

$

2,042

$

3,131

$

(4,391)

$

782

$

-

$

782

102


Comparison of quarters ended September 30, 2016 and 2015

Banking

Net interest income of the Company’s Banking segment de creased $14.4 million for 2016, or 16.0%, reflecting a decrease in interest income from loans of $14.7 million, or 15.1%, to $82.6 million. Such decrease is comprised of $11.0 million and $3.7 million in volume and interest rate, respectively, of loans, primarily due to lower acquired loan balances and yields. Our loan portfolio is transitioning as originated loans with normal yields grow at a slower pace than higher-yielding acquired loans decrease due to repayments and maturities.

Originated loans interest income increased 9.8% to $50.6 million as average balances grew 6.8% and yields increased 18 basis points to 6.35%. Acquired BBVAPR loans interest income declined 35.5% to $22.7 million as average balances declined 26.6% and yields decreased 113 basis points to 8.19%. Acquired Eurobank loans interest income fell 41.8% to $9.3 million as average balances declined 29.4% and yields decreased 577 basis points to 26.85%.

Provision for loan and lease losses decreased 54.4% to $23.5 million.

Provision for originated and other loan and lease losses increased 40.6%, or $4.2 million, to $14.7 million from $10.5 million when compared with the same period in 2015. Commercial loan provision increased $4.3 million to $5.8 million, compared to $1.5 million provision for the same quarter in 2015. This increase included $2.9 million related to the sale of the PREPA credit and another $2.9 million for a single commercial loan. Mortgage loan provision increased to $1.6 million, compared to $4 thousand for the same quarter in 2015. Consumer loan provision increases $934 thousand to $3.6 million, from $2.6 million for the same quarter in 2015. Increases were partially offset by a decrease in auto and leasing portfolio provision of $3.1 million to $3.8 million, from $6.9 million for the same quarter of 2015.

Provision for acquired loan and lease losses decreased 78.7%, or $32.4 million, to $8.8 million from $41.1 million when compared with the same period in 2015. Provision for acquired BBVAPR loan and lease losses increased $312 thousand to $7.9 million from $7.6 million, when compared to the same period in 2015. Provision for acquired Eurobank loan and lease losses decreased $32.7 million from $33.5 million to $819 thousand. Such decrease reflects an additional provision of $32.9 million during the third quarter of 2015 recorded as a result of the sale of  non-performing commercial acquired Eurobank loans amounting to $197.1 million, unpaid principal balance ($100.0 million, carrying amount).

Non-interest income, net, is affected by the level of mortgage banking activities and fees generated from loans and deposit accounts. It is also affected by the FDIC shared-loss expense, which varies depending on the on-going evaluation of expected cash flows of the loan portfolio acquired in the FDIC-assisted acquisition. Non-interest income decreased $21.2 million to $8.9 million from $30.1 million during the same quarter in 2015. During the third quarter of 2015, the Company entered into an agreement with the FDIC pursuant to which the FDIC concurred with a sale of loss share assets covered under the non-single family loss share agreement. As a result to such agreement, the FDIC agreed to pay up to $20.0 million in loss share coverage with respect to the aggregate loss resulting from the bulk sale of covered non-performing commercial loans, and such receivable was registered as a reimbursement from the FDIC in light of the successful execution of the bulk sale. The net FDIC shared-loss expense increased to $3.3 million as compared to $2.1 million for the third quarter of 2015. The increase is related to the ongoing evaluation of expected cash flows of the covered loan portfolio and from changes in the fair value of the true-up payment obligation.

Non-interest expense of $50.1 million decreased 20.6% when compared to the third quarter of 2015. F oreclosure, repossession and other real estate expenses decreased $11.3 million to $5.3 million, as compared to $16.6 million in the same period for the previous year, primarily as a result of the bulk sale of non-performing assets in the third quarter of 2015. The third quarter of 2015 included a $3.2 million increase in other real estate owned and other mortgage properties markdowns, as part of 2015 de-risking efforts. In addition, the third quarter of 2015 included a loss of $2.3 million on the sale of repossessed assets, contrasting with 2016 which included a gain of $450 thousand, mainly due to efficiencies in the selling process. Insurance expense decreased $1.0 million to $1.2 million, as a result of a change in the method for calculating the insurance premium for the SAIF, which became effective during the third quarter of 2016.

103


Wealth Management


Wealth management net revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, increased $1.1 million to $2.4 million, compared to $1.2 million for the same quarter in 2015, mainly due to a decrease of $1.3 million in non-interest expenses, mainly in compensation expense.

Treasury

Treasury net revenue, which consists of the Company's asset/liability management activities, such as purchase and sale of investment securities, interest rate risk management, derivatives, and borrowings, increased to a gain of $4.9 million, compared to a loss of $2.0 million in the third quarter of 2015. This increase is mostly due to an increase in non-interest income from a loss of $634 thousand to a gain of $4.9 million, as the Company received $5.0 million from a loss in 2009 from a private label collateralized mortgage obligation.

Net interest income increased $1.5 million to $1.2 million. I nterest income from investments reflects decreases in volume and interest rate of $1.5 million and $492 thousand, respectively . Interests expense declined $3.5 million to $6.9 million. Decreases in both, interest income and expenses were affected by a partial unwinding of a high-rate repurchase agreement amounting to $268.0 million, which carried a cost of 4.78%, and the sale of $272.1 million of mortgage backed securities and $11.1 million of Puerto Rico government bonds during the first quarter of 2016. Also, during the third quarter of 2016, $227.0 million in short term FHLB advances were repaid at maturity.

Comparison of nine-month periods ended September 30, 2016 and 2015

Banking

Net interest income of the Company’s Banking segment de creased $41.1 million for 2016, or 15.6%, reflecting a decrease in interest income from loans of $41.8 million, or 14.7% , to $243.4 million. Such decrease reflects decreases of $29.5 million and a $12.4 million in volume and interest rate, respectively, of loans, primarily due to lower acquired loan balances and yields. Our loan portfolio is transitioning as originated loans with normal yields grow at a slower pace than higher-yielding acquired loans fall due to repayments and maturities.

Originated loans interest income increased 8.1% to $147.6 million as average balances grew 7.7% and yields remained at 6.28%. Acquired BBVAPR loans interest income declined 31.0% to $72.0 million as average balances declined 27.4% and yields decreased 45 basis points to 8.20%. Acquired Eurobank loans interest income fell 46.2% to $23.8 million as average balances declined 40.0% and yields decreased 269 basis points to 22.5%. Interest income from investments decreased 7.2% to $26.4 million, reflecting a decrease in volume of $1.9 million and a decrease in interest rate of $104 thousand.

Provision for loan and lease losses decreased 52.7%, or $57.6 million, to $51.7 million.

Provision for originated and other loan and lease losses decreased 36.6%, or $19.9 million, to $34.4 million from $54.3 million when compared with the same period in 2015. The provision was high in the 2015 period because in the first quarter of 2015, the Company changed to non-accrual status the PREPA line of credit and recorded a $24.0 million provision for loan and lease losses related thereto. This decrease was partially offset by a $2.9 million provision related to the sale of the PREPA credit and another $2.9 million provision for a single commercial loan recorded during the quarter ended September 30, 2016.

Provision for acquired loan and lease losses decreased 68.6%, or $37.7 million, to $17.3 million from $55.0 million when compared with the same period in 2015. Provision for acquired BBVAPR loan and lease losses decreased $2.2 million to $14.6 million from $16.8 million, when compared to the same period in 2015. An additional provision of $5.2 million was placed as a result of the sale of certain non-performing commercial loans during the third quarter of 2015. This decrease was partially offset by a $4.4 million provision during the quarter ended September 30, 2016 for a loan to the PRHFA. Provision for acquired Eurobank loan and lease losses decreased $35.5 million from $38.2 million to $2.7 million. Such decrease reflects an additional provision of $32.9 million placed as a result of the sale of a certain non-performing commercial acquired Eurobank loans during the third quarter of 2015.

Non-interest income, net, is affected by the level of mortgage banking activities and fees generated from loans and deposit accounts. It is also affected by the FDIC shared-loss expense, which varies depending on the results of the on-going evaluation of expected cash flows of the loan portfolio acquired in the FDIC-assisted acquisition.

104


During the third quarter of 2015, the Company entered into an agreement with the FDIC pursuant to which the FDIC concurred with a sale of loss share assets covered under the non-single family loss share agreement. As a result of such agreement, the FDIC agreed to pay up to $20.0 million in loss share coverage with respect to the aggregate loss resulting from the bulk sale of covered non-performing commercial loans and such receivable was registered as a reimbursement from the FDIC in light of the successful execution of the bulk sale. The net FDIC shared-loss expense decreased to $10.7 million as compared to $38.4 million for the same period in 2015, primarily from the expiration of the FDIC commercial and non-single family loans loss share coverage at June 30, 2015.

Non-interest expense of $147.9 million decreased 12.6%, or $21.4 million, when compared to the same period in 2015, primarily reflecting a decrease in foreclosure, repossession and other real estate expenses of $19.1 million to $13.3 million, as compared to $32.4 million in the same period for the previous year, primarily as a result of the bulk sale of non-performing assets in the third quarter of 2015. The nine-month period ended September 30, 2015 included a $12.7 million increase in other real estate owned and other mortgage properties markdowns, as part of 2015 de-risking efforts. Also, the nine-month period ended September 30, 2015 included a loss of $5.0 million on the sale of repossessed assets, contrasting with 2016 which included a gain of $2.0 million, mainly due to efficiencies in the selling process.

Wealth Management


Wealth management revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, decreased 5.4% to $19.3 million, compared to $20.4 million for the same period in 2015. Such decrease reflects a reduction in some securities brokerage activities and a reduction in fees from the IRA portfolio.

Non-interest expenses decreased by 30.0% to $11.6 million, mainly due to a payment of $2.1 million required by the broker-dealer's regulator during the second quarter of 2015 and a reduction in compensation expense.

Treasury

Treasury net revenue, which consists of the Company's asset/liability management activities, such as purchase and sale of investment securities, interest rate risk management, derivatives, and borrowings, increased to a gain of $3.1 million, compared to a loss of $4.4 million in the same period in 2015. This increase is mostly due to an increase in non-interest income from a loss of $4.0 million to a gain of $4.6 million, as the Company received $5.0 million from a loss in 2009 related to a private label collateralized mortgage obligation.

Net interest income increased $4.6 million to $2.6 million. I nterest income from investments reflects decreases in volume and interest rate of 2.0 million and $104 thousand, respectively . Interests expense decline $6.6 million to $23.7 million. Decreases in both, interest income and expenses were affected by a partial unwinding of a high-rate repurchase agreement amounting to $268.0 million, which carried a cost of 4.78%, and the sale of $272.1 million of mortgage backed securities and $11.1 million of Puerto Rico government bonds during the first quarter of 2016. Also, during the third quarter of 2016, $227.0 million of short term FHLB advances were repaid at maturity.

105


ANALYSIS OF FINANCIAL CONDITION

Assets Owned

At September 30, 2016, the Company’s total assets amounted to $6.592 billion representing a decrease of 7.1% when compared to $7.099 billion at December 31, 2015. This reduction is mainly due to a decrease in the investment portfolio. The investment portfolio decreased $318.2 million from $1.616 billion at December 31, 2015 to $1.298 billion, mainly from the sale of $277.2 million in mortgage backed securities and $11.1 million in Puerto Rico government bonds during the first half of 2016. As a result, a t September 30, 2016, loans represented 77% of total interest-earning assets while investments represented 23%, compared to 73% and 27%, respectively, at December 31, 2015.

The Company’s loan portfolio is comprised of residential mortgage loans, commercial loans collateralized by mortgages on real estate located in Puerto Rico, other commercial and industrial loans, consumer loans, and auto loans. At September 30, 2016, the Company’s loan portfolio decreased by 3.1% to $4.299 billion compared to $4.434 billion at December 31, 2015, primarily due to lower acquired loan balances. Our loan portfolio is transitioning as originated loans grow at a slower pace than acquired loans decrease, due to repayments and maturities.  At September 30, 2016, the originated loan portfolio decreased $48.9 million, mainly from the net transfer of PREPA to held-for-sale during the third quarter of 2016. The acquired BBVAPR loan portfolio decreased $212.7 million, or 16.7%, and the acquired Eurobank loan portfolio decreased $10.3 million, or 7.0%, from December 31, 2015.

Financial Assets Managed

The Company’s financial assets include those managed by the Company’s trust division, retirement plan administration subsidiary, and assets gathered by its broker-dealer subsidiary. The Company’s trust division offers various types of individual retirement accounts ("IRA"s) and manages 401(k) and Keogh retirement plans and custodian and corporate trust accounts, while the retirement plan administration subsidiary, OPC, manages private retirement plans. At September 30, 2016, total assets managed by the Company’s trust division and OPC amounted to $2.867 billion, compared to $2.691 billion at December 31, 2015. Oriental Financial Services offers a wide array of investment alternatives to its client base, such as tax-advantaged fixed income securities, mutual funds, stocks, bonds and money management wrap-fee programs. At September 30, 2016, total assets gathered by Oriental Financial Services from its customer investment accounts increased to $2.419 billion, compared to $2.375 billion at December 31, 2015. Changes in trust and broker-dealer related assets primarily reflect changes in portfolio balances and differences in market values.

106


Goodwill

Goodwill recorded in connection with the BBVAPR Acquisition and the FDIC-assisted Eurobank acquisition is not amortized to expense, but is tested at least annually for impairment. A quantitative annual impairment test is not required if, based on a qualitative analysis, the Company determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. The Company completes its annual goodwill impairment test as of October 31 of each year.  The Company tests for impairment by first allocating its goodwill and other assets and liabilities, as necessary, to defined reporting units. A fair value is then determined for each reporting unit. If the fair values of the reporting units exceed their book values, no write-down of the recorded goodwill is necessary. If the fair values are less than the book values, an additional valuation procedure is necessary to assess the proper carrying value of the goodwill.

Reporting unit valuation is inherently subjective, with a number of factors based on assumptions and management judgments or estimates. Actual values may differ significantly from such estimates. Among these are future growth rates for the reporting units, selection of comparable market transactions, discount rates and earnings capitalization rates. Changes in assumptions and results due to economic conditions, industry factors, and reporting unit performance and cash flow projections could result in different assessments of the fair values of reporting units and could result in impairment charges. If an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, an interim impairment test is required.

Relevant events and circumstances for evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount may include macroeconomic conditions (such as a further deterioration of the Puerto Rico economy or the liquidity for Puerto Rico securities or loans secured by assets in Puerto Rico), adverse changes in legal factors or in the business climate, adverse actions by a regulator, unanticipated competition, the loss of key employees, or similar events. The Company’s loan portfolio, which is the largest component of its interest-earning assets, is concentrated in Puerto Rico and is directly affected by adverse local economic and fiscal conditions. Such conditions have generally affected the market demand for non-conforming loans secured by assets in Puerto Rico and, therefore, affect the valuation of the Company’s assets.

As of September 30, 2016, the Company had $86.1 million of goodwill allocated as follows: $84.1 million to the Banking unit and $2.0 million to the Wealth Management unit. During the last quarter of 2015, based on its annual goodwill impairment test, the Company determined that the Banking unit failed step one of the two-step impairment test and that the Wealth Management unit passed such step. As a result of step one, the Banking unit’s adjusted net book value exceeded its fair value by approximately $263.1 million, or 29.6%. Accordingly, the Company proceeded to perform step two of the analysis. Based on the results of step two, the Company determined that the carrying value of the goodwill allocated to the Banking unit was not impaired as of the valuation date. During the nine month period ended September 30, 2016, the Company performed an assessment of events or circumstances that could trigger reductions in the book value of the goodwill. Based on this assessment, no events were identified that triggered changes in the book value of goodwill at September 30, 2016.

107


TABLE 4 - ASSETS SUMMARY AND COMPOSITION

September 30

December 31,

Variance

2016

2015

%

(Dollars in thousands)

Investments:

FNMA and FHLMC certificates

$

1,006,490

$

1,354,802

-25.7%

Obligations of US government-sponsored agencies

4,165

5,093

-18.2%

US Treasury securities

25,007

25,032

-0.1%

CMOs issued by US government-sponsored agencies

111,836

135,073

-17.2%

GNMA certificates

130,985

58,495

123.9%

Puerto Rico government and public instrumentalities

4,073

13,731

-70.3%

FHLB stock

12,712

20,783

-38.8%

Other debt securities

2,017

2,572

-21.6%

Other investments

383

291

31.6%

Total investments

1,297,668

1,615,872

-19.7%

Loans

4,298,965

4,434,213

-3.1%

Total securities and loans

5,596,633

6,050,085

-7.5%

Other assets:

Cash and due from banks (including restricted cash)

506,835

535,359

-5.3%

Money market investments

5,460

4,699

16.2%

FDIC indemnification asset

16,670

22,599

-26.2%

Foreclosed real estate

45,740

58,176

-21.4%

Accrued interest receivable

17,966

20,637

-12.9%

Deferred tax asset, net

131,061

145,901

-10.2%

Premises and equipment, net

71,105

74,590

-4.7%

Servicing assets

8,393

7,455

12.6%

Derivative assets

1,503

3,025

-50.3%

Goodwill

86,069

86,069

0.0%

Other assets and customers' liability on acceptances

104,678

90,554

15.6%

Total other assets

995,480

1,049,064

-5.1%

Total assets

$

6,592,113

$

7,099,149

-7.1%

Investments portfolio composition:

FNMA and FHLMC certificates

77.6%

83.9%

Obligations of US government-sponsored agencies

0.3%

0.3%

US Treasury securities

1.9%

1.5%

CMOs issued by US government-sponsored agencies

8.6%

8.4%

GNMA certificates

10.1%

3.6%

Puerto Rico government and public instrumentalities

0.3%

0.8%

FHLB stock

1.0%

1.3%

Other debt securities and other investments

0.2%

0.2%

100.0%

100.0%

108


TABLE 5 — LOANS RECEIVABLE COMPOSITION

September 30,

December 31,

Variance

2016

2015

%

(In thousands)

Originated and other loans and leases held for investment: (c)

Mortgage

$

#N/A

$

#N/A

#N/A

Commercial

5,755

7,457

-22.8%

Consumer

34,215

38,385

-10.9%

Auto and leasing

730,589

669,163

9.2%

#N/A

#N/A

#N/A

Allowance for loan and lease losses on originated and other loans and leases

#N/A

#N/A

#N/A

#N/A

#N/A

#N/A

Deferred loan costs, net

5,421

4,203

29.0%

Total originated and other loans loans held for investment, net

#N/A

#N/A

#N/A

Acquired loans:

Acquired BBVAPR loans:

Accounted for under ASC 310-20 (Loans with revolving feature and/or

acquired at a premium)

Commercial

5,755

7,457

-22.8%

Consumer

34,215

38,385

-10.9%

Auto

64,393

106,911

-39.8%

104,363

152,753

-31.7%

Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-20 (b)

(4,213)

(5,542)

24.0%

100,150

147,211

-32.0%

Accounted for under ASC 310-30 (Loans acquired with deteriorated

credit quality, including those by analogy) (a)

Mortgage

579,769

608,294

-4.7%

Commercial

230,163

287,311

-19.9%

Construction

71,436

88,180

-19.0%

Consumer

5,768

11,843

-51.3%

Auto

100,475

153,592

-34.6%

987,611

1,149,220

-14.1%

Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-30

(29,819)

(25,785)

-15.6%

957,792

1,123,435

-14.7%

Total acquired BBVAPR loans, net

1,057,942

1,270,646

-16.7%

Acquired Eurobank loans: (a)

Loans secured by 1-4 family residential properties

75,043

92,273

-18.7%

Commercial and construction

82,753

142,377

-41.9%

Consumer

1,488

2,314

-35.7%

159,284

236,964

-32.8%

Allowance for loan and lease losses on Eurobank loans (b)

(22,812)

(90,178)

74.7%

Total acquired Eurobank loans, net

136,472

146,786

-7.0%

Total acquired loans, net

1,194,414

1,417,432

-15.7%

Total held for investment, net

#N/A

#N/A

#N/A

Mortgage loans held for sale

26,362

13,614

93.6%

Other loans held for sale

123,137

-

100.0%

Total loans, net

$

#N/A

$

#N/A

#N/A

(a) Current period amounts have been re-measured using the revised derecognition policy for purchased credit impaired loans.

(b) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was derecognized due to the revision in the derecognition policy for these loans during the second quarter of 2016.

(c) During the third quarter of 2016, the Company entered into an agreement to sell its outstanding participation in the PREPA line of credit. At September 30, 2016 this line of credit was reported as other loans held for sale, at fair value of $123.1 million.

109


The Company’s loan portfolio is composed of two segments, loans initially accounted for under the amortized cost method (referred as "originated and other" loans) and loans acquired (referred as "acquired" loans). Acquired loans are further segregated between acquired BBVAPR loans and acquired Eurobank loans. Acquired Eurobank loans were purchased subject to loss-sharing agreements with the FDIC. The FDIC loss-sharing coverage, related to acquired Eurobank commercial loans expired on June 30, 2015 . The coverage for the single-family residential loans will expire on June 30, 2020 . At September 30, 2016, the remaining covered loans amounting to $62.8 million, net carrying amount, are included as part of acquired Eurobank loans under the name "loans secured by 1-4 family residential properties." At December 31, 2015, covered loans amounted to $69.7 million, net carrying amount, and also included under the name "loans secured by 1-4 family residential properties." Covered loans are no longer a material amount. Therefore, the Company changed its loan disclosures during 2015.

As shown in Table 5 above, total loans, net, amounted to $4.299 billion at September 30, 2016 and $4.434 billion at December 31, 2015. The Company’s originated and other loans held-for-investment portfolio composition and trends were as follows:

· Mortgage loan portfolio amounted to $735.4 million (24.4% of the gross originated loan portfolio) compared to $757.8 million (24.4% of the gross originated loan portfolio) at December 31, 2015. Mortgage loan production totaled $51.0 million and $157.0 million for the quarter and nine-month period ended September 30, 2016, which represents a decrease of 21.8% and 18.2%, from $65.2 million and $191.8 million, respectively. Mortgage loans included delinquent loans in the GNMA buy-back option program amounting to $9.6 million and $7.9 million at September 30, 2016 and December 31, 2015, respectively. Servicers of loans underlying GNMA mortgage-backed securities must report as their own assets the defaulted loans that they have the option (but not the obligation) to repurchase, even when they elect not to exercise that option.

· Commercial loan portfolio amounted to $1.267 billion (42.1% of the gross originated loan portfolio) compared to $1.442 billion (46.3% of the gross originated loan portfolio) at December 31, 2015. Commercial loan production decreased 24.8% and 28.1% to $62.6 million and $208.2 million for the quarter and nine-month period ended September 30, 2016, from $83.2 million and $289.4 million for the same periods in 2015.

· Consumer loan portfolio amounted to $278.7 million (9.3% of the gross originated loan portfolio) compared to $243.0 million (7.8% of the gross originated loan portfolio) at December 31, 2015. Consumer loan production increased 18.7% and increased 14.3% to $43.6 million and $117.5 million for the quarter and nine-month period ended September 30, 2016, respectively, from $36.8 million and $102.8 million for the same periods in 2015.

· Auto and leasing portfolio amounted to $730.6 million (24.2% of the gross originated loan portfolio) compared to $669.2 million (21.5% of the gross originated loan portfolio) at December 31, 2015. Auto and leasing production increased by 5.7% and 7.2% to $69.5 million and $207.2 million for the quarter and nine-month period ended September 30, 2016, respectively, compared to $65.7 million and $193.2 million for the same periods in 2015.

110


TABLE 6 — HIGHER RISK RESIDENTIAL MORTGAGE LOANS

September 30, 2016

Higher-Risk Residential Mortgage Loans*

High Loan-to-Value Ratio Mortgages

Junior Lien Mortgages

Interest Only Loans

LTV 90% and over

Carrying

Carrying

Carrying

Value

Allowance

Coverage

Value

Allowance

Coverage

Value

Allowance

Coverage

(In thousands)

Delinquency:

0 - 89 days

$

10,903

$

252

2.31%

$

10,829

$

690

6.37%

$

90,613

$

1,571

1.73%

90 - 119 days

14

1

7.14%

281

28

9.96%

1,747

84

4.81%

120 - 179 days

38

4

0.00%

931

90

9.67%

908

49

5.40%

180 - 364 days

134

5

3.73%

895

87

9.72%

3,487

182

5.22%

365+ days

442

99

22.40%

2,024

567

28.01%

9,037

829

9.17%

Total

$

11,531

$

361

3.13%

$

14,960

$

1,462

9.77%

$

105,792

$

2,715

2.57%

Percentage of total loans excluding

acquired loans accounted for under ASC 310-30

0.37%

0.48%

3.39%

Refinanced or Modified Loans:

Amount

$

2,079

$

203

9.76%

$

553

$

52

9.40%

$

19,144

$

1,337

6.98%

Percentage of Higher-Risk Loan

Category

18.03%

3.70%

18.10%

Loan-to-Value Ratio:

Under 70%

$

7,271

$

194

2.67%

$

801

$

51

6.37%

$

-

$

-

-

70% - 79%

2,156

125

5.80%

2,395

174

7.27%

-

-

-

80% - 89%

206

21

10.19%

4,830

506

10.48%

-

-

-

90% and over

1,898

21

1.11%

6,934

731

10.54%

105,792

2,715

2.57%

$

11,531

$

361

3.13%

$

14,960

$

1,462

9.77%

$

105,792

$

2,715

2.57%

* Loans may be included in more than one higher-risk loan category and excludes acquired residential mortgage loans.

111


The following table includes the Company's lending and investment exposure to the Puerto Rico government, including its agencies, instrumentalities, municipalities and public corporations:

TABLE 7 - PUERTO RICO GOVERNMENT RELATED LOANS AND SECURITIES

September 30, 2016

Maturity

Loans and Securities:

Carrying Value

Less than 1 Year

1 to 3 Years

More than 3 Years

Comments

(In thousands)

Central government

$

10,934

$

-

$

-

$

10,934

Repayment sources include abandoned and unclaimed funds escheated to the Commonwealth

Public corporations

239

239

-

-

-

Municipalities

191,189

307

69,188

121,694

Repayment from property taxes

Investment securities

4,073

-

4,073

-

Remaining position is PRHTA security issued for P3 Project Teodoro Moscoso Bridge operated by private companies that have the payment obligation

Total

$

206,435

$

546

$

73,261

$

132,628

Some highlights follow regarding the data included above:

· Loans to municipalities are backed by their unlimited taxing power for real and personal property taxes.

· Deposits from municipalities, central government and other government entities totaled $165.0 million at September 30, 2016.

· The outstanding balance of credit facilities to central government and public corporations decreased by $200.8 million during 2016 mainly as a result of the sale of the PREPA fuel line of credit which had an outstanding balance of $190.3 million at December 31, 2015. At September 30, 2016, this fuel line of credit was reported as other loans held for sale, at fair value. The sale transaction settled on October 7, 2016.

112


Credit Risk Management

Allowance for Loan and Lease Losses

The Company maintains an allowance for loan and lease losses at a level that management considers adequate to provide for probable losses based upon an evaluation of known and inherent risks. The Company’s allowance for loan and lease losses policy provides for a detailed quarterly analysis of probable losses. At September 30, 2016, the Company’s allowance for loan and lease losses amounted to $119.0 million, a $115.1 million decrease from $234.1 million at December 31, 2015, mainly related to the de-recognition of $82.0 million for a portion of the allowance for credit impaired loans due to a revision in policy during the second quarter of 2016 and a $56.2 million charge-off during the quarter ended September 30, 2016 in connection with the sale of PREPA participation.

Effective June 30, 2016, pursuant to supervisory direction, the Company revised the purchase credit impaired policy for all loans accounted for under ASC 310-30. Under the revised policy, the Company writes-off the loan’s recorded investment and derecognizes the associated allowance for loan and lease losses for loans that exit the pools. The revised policy implementation was performed prospectively due to the immaterial impact for retrospective adoption. Prior to June 30, 2016, the pool’s carrying value and allowance was determined by discount expected cash flows at the pool’s effective yield. The allowance for loan and lease losses was maintained until all of the loans in the pool were paid off or charged-off.  The transition to this revised policy on June 30, 2016 resulted in the de-recognition of loans recorded investment balance and associated allowance for loans and lease losses that had exited the pools with no impact to provision for loan and lease losses.

Tables 8 through 12 set forth an analysis of activity in the allowance for loan and lease losses and present selected loan loss statistics. In addition, Table 5 sets forth the composition of the loan portfolio.

At September 30, 2016, $62.2 million of the allowance corresponded to originated and other loans held for investment, or 2.06% of total originated and other loans held for investment, compared to $112.6 million, or 3.62% of total originated and other loans held for investment, at December 31, 2015. The allowance decreased mainly as a result of the recognition of a $56.2 million charge-off in connection with the sale of the PREPA participation during the third quarter of 2016. Provision for loan and lease losses of $34.4 million and recoveries of $10.9 million, were offset by charge-offs of $95.8 million during the nine-month period ended September 30, 2016. The allowance for residential mortgage loans increased by 1.0% (or $175 thousand), when compared with the balances recorded at December 31, 2015. The allowance for consumer loans and auto and leases increased by 9.8% (or $1.1 million) and 4.1% (or $741 thousand), respectively, when compared with the balances recorded at December 31, 2015. The allowance for commercial loans decreased 81.0% (or $52.5 million), when compared with the balances recorded at December 31, 2015, mainly from the sale of the PREPA participation.

Allowance for loan and lease losses recorded for acquired BBVAPR loans accounted for under the provisions of ASC 310-20 at September 30, 2016 was $4.2 million compared to $5.5 million at December 31, 2015, a 24.0% decrease. The allowance decreased as a result of $4.5 million in charge-offs, which were partially offset by a $1.4 million provision for loan and lease losses and $1.8 million of recoveries during the nine-month period ended September 30, 2016. The allowance for commercial loans decreased by 30.8% (or $8 thousand), when compared with the balance recorded at December 31, 2015. The allowance for consumer loans decreased by 14.1% (or $483 thousand) and auto loans decreased by 40.2% (or $838 thousand), respectively, when compared with the balances recorded at December 31, 2015, due to the normal amortization of credit discount of these acquired loans.

Allowance for loan and lease losses recorded for acquired BBVAPR loans accounted for under ASC-310-30 at September 30, 2016 was $29.8 million as compared to $25.8 million at December 31, 2015. The allowance decreased mainly as a result of $8.9 million in allowance de-recognition from revised purchased credit impaired loan policy and by loan pools fully charged-off of $282 thousand, partially offset by a $13.2 million provision for loan and lease losses during the nine-month period ended September 30, 2016.

Allowance for loan and lease losses recorded for acquired Eurobank loans at September 30, 2016 was $22.8 million as compared to $90.2 million at December 31, 2015. The allowance decreased as a result of $73.1 million in allowance de-recognition from revised purchased credit impaired loan policy and by $134 thousand in loan pools fully charged-off, partially offset by a $2.7 million provision for loan and lease losses and by $3.2 million for the FDIC shared-loss portion of provision for covered loan and lease losses. The allowance for loan and lease losses on acquired Eurobank loans is accounted for under the provisions of ASC 310-30. The portion of the loss on covered loans reimbursable from the FDIC is recorded as an offset to the provision for credit losses and increases the FDIC indemnification asset.

113


Please refer to the “Provision for Loan and Lease Losses” section in this MD&A for a more detailed analysis of provisions for loan and lease losses.

Non-performing Assets

The Company’s non-performing assets include non-performing loans and foreclosed real estate (see Tables 11 and 12). At September 30, 2016 and December 31, 2015, the Company had $107.6 million and $300.1 million, respectively, of non-accrual loans, including acquired BBVAPR loans accounted for under ASC 310-20 (loans with revolving feature and/or acquired at a premium). The decline of $193.0 million is directly related to the sale of PREPA participation, which had an outstanding balance of $190.3 million at December 31, 2015. At September 30, 2016, this fuel line of credit was reported as other loans held for sale, at fair value. The sale transaction settled on October 7, 2016 .

At September 30, 2016 and December 31, 2015, loans whose terms have been extended and which are classified as troubled-debt restructuring that are not included in non-performing assets amounted to $100.3 million and $93.6 million, respectively.

Delinquent residential mortgage loans insured or guaranteed under applicable FHA and VA programs are classified as non-performing loans when they become 90 days or more past due, but are not placed in non-accrual status until they become 18 months or more past due, since they are insured loans. Therefore, these loans are included as non-performing loans but excluded from non-accrual loans.

Acquired loans with credit deterioration are considered to be performing due to the application of the accretion method under ASC 310-30, in which these loans will accrete interest income over the remaining life of the loans using estimated cash flow analyses. Credit related decreases in expected cash flows, compared to those previously forecasted are recognized by recording a provision for credit losses on these loans when it is probable that all cash flows expected at acquisition will not be collected.

At September 30, 2016, the Company’s non-performing assets decreased by 56.4% to $160.3 million (2.92% of total assets, excluding acquired loans with deteriorated credit quality) from $367.8 million (6.31% of total assets, excluding acquired loans with deteriorated credit quality) at December 31, 2015. The Company does not expect non-performing loans to result in significantly higher losses. At September 30, 2016, the allowance for originated loan and lease losses to non-performing loans coverage ratio was 56.06% (37.15% at December 31, 2015).

The Company follows a conservative residential mortgage lending policy, with more than 90% of its residential mortgage portfolio consisting of fixed-rate, fully amortizing, fully documented loans that do not have the level of risk associated with subprime loans offered by certain major U.S. mortgage loan originators. Furthermore, the Company has never been active in negative amortization loans or adjustable rate mortgage loans, including those with teaser rates.

114


The following items comprise non-performing assets:

· Originated and other loans held for investment:

Mortgage loans — are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary, based on the specific evaluation of the collateral underlying the loan, except for FHA and VA insured mortgage loans which are placed in non-accrual when they become 18 months or more past due. At September 30, 2016, the Company’s originated non-performing mortgage loans totaled $75.6 million (67.0% of the Company’s non-performing loans), a 2.9% decrease from $77.9 million (25.5% of the Company’s non-performing loans) at December 31, 2015. Non-performing loans in this category are residential mortgage loans.

Commercial loans — are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary, based on the specific evaluation of the underlying collateral, if any. At September 30, 2016, the Company’s originated non-performing commercial loans amounted to $23.3 million (20.7% of the Company’s non-performing loans), a 89.2% decrease from $215.3 million at December 31, 2015 (70.5% of the Company’s non-performing loans), mainly from the sale of PREPA participation. Most of this portfolio is collateralized by commercial real estate properties.

Consumer loans — are placed on non-accrual status when they become 90 days past due and written-off when payments are delinquent 120 days in personal loans and 180 days in credit cards and personal lines of credit. At September 30, 2016, the Company’s originated non-performing consumer loans totaled $2.5 million (2.2% of the Company’s non-performing loans), a 51.4% increase from $1.6 million (0.5% of the Company’s non-performing loans) at December 31, 2015.

Auto loans and leases — are placed on non-accrual status when they become 90 days past due, partially written-off to collateral value when payments are delinquent 120 days, and fully written-off when payments are delinquent 180 days. At September 30, 2016, the Company’s originated non-performing auto loans and leases amounted to $9.5 million (8.4% of the Company’s total non-performing loans), an increase of 12.6% from $8.4 million at December 31, 2015 (2.8% of the Company’s total non-performing loans).

· Acquired BBVAPR loans accounted for under ASC 310-20 (loans with revolving features and/or acquired at premium):

Commercial revolving lines of credit and credit cards — are placed on non-accrual status when they become 90 days or more past due and are written-down, if necessary, based on the specific evaluation of the underlying collateral, if any. At September 30, 2016, the Company’s acquired non-performing commercial lines of credit accounted for under ASC 310-20 amounted to $458 thousand (0.4% of the Company’s non-performing loans), a 48.0% decrease from $880 thousand at December 31, 2015 (0.3% of the Company’s non-performing loans).

Consumer revolving lines of credit and credit cards — are placed on non-accrual status when they become 90 days past due and written-off when payments are delinquent 180 days. At September 30, 2016, the Company’s acquired non-performing consumer lines of credit and credit cards accounted for under ASC 310-20 totaled $703 thousand (0.6% of the Company’s non-performing loans), a 31.4% increase from $535 thousand at December 31, 2015 (0.2% of the Company’s non-performing loans).

Auto loans acquired at premium - are placed on non-accrual status when they become 90 days past due, partially written-off to collateral value when payments are delinquent 120 days, and fully written-off when payments are delinquent 180 days. At September 30, 2016, the Company’s acquired non-performing auto loans accounted for under ASC 310-20 totaled $777 thousand (0.7% of the Company’s non-performing loans), a 6.5% decrease from $831 thousand at December 31, 2015 (0.2% of the Company’s non-performing loans).

115


The Company has two mortgage loan modification programs. These are the Loss Mitigation Program and the Non-traditional Mortgage Loan Program. Both programs are intended to help responsible homeowners to remain in their homes and avoid foreclosure, while also reducing the Company’s losses on non-performing mortgage loans.

The Loss Mitigation Program helps mortgage borrowers who are or will become financially unable to meet the current or scheduled mortgage payments. Loans that qualify under this program are those guaranteed by FHA, VA, PRHFA, (“Puerto Rico Housing Finance Authority”), conventional loans guaranteed by Mortgage Guaranty Insurance Corporation (MGIC), conventional loans sold to FNMA and FHLMC, and conventional loans retained by the Company. The program offers diversified alternatives such as regular or reduced payment plans, payment moratorium, mortgage loan modification, partial claims (only FHA), short sale, and payment in lieu of foreclosure.

The Non-traditional Mortgage Loan Program is for non-traditional mortgages, including balloon payment, interest only/interests first, variable interest rate, adjustable interest rate and other qualified loans. Non-traditional mortgage loan portfolios are segregated into the following categories: performing loans that meet secondary market requirement and are refinanced under the credit underwriting guidelines of FHA/VA/FNMA/ FHLMC, and performing loans not meeting secondary market guidelines processed by the Company’s current credit and underwriting guidelines. The Company achieved an affordable and sustainable monthly payment by taking specific, sequential, and necessary steps such as reducing the interest rate, extending the loan term, capitalizing arrearages, deferring the payment of principal or, if the borrower qualifies, refinancing the loan.

In order to apply for any of the loan modification programs, if the borrower is active in Chapter 13 bankruptcy, they must request an authorization from the bankruptcy trustee to allow for the loan modification.  Borrowers with discharged Chapter 7 bankruptcies may also apply. Loans in these programs are evaluated by designated underwriters for troubled-debt restructuring classification if the Company grants a concession for legal or economic reasons due to the debtor’s financial difficulties.

116


TABLE 8 — ALLOWANCE FOR LOAN AND LEASE LOSSES BREAKDOWN

September 30,

December 31,

2016

2015

Variance %

(Dollars in thousands)

Originated and other loans held for investment

Allowance balance:

Mortgage

$

18,527

$

18,352

1.0%

Commercial

12,307

64,791

-81.0%

Consumer

12,289

11,197

9.8%

Auto and leasing

19,002

18,261

4.1%

Unallocated allowance

43

25

72.0%

Total allowance balance

$

62,168

$

112,626

-44.8%

Allowance composition:

Mortgage

29.8%

16.3%

82.8%

Commercial

19.8%

57.5%

-65.6%

Consumer

19.8%

9.9%

100.0%

Auto and leasing

30.5%

16.2%

88.3%

Unallocated allowance

0.1%

0.1%

0.0%

100.0%

100.0%

Allowance coverage ratio at end of period applicable to:

Mortgage

2.52%

2.42%

4.1%

Commercial

0.97%

4.49%

-78.4%

Consumer

4.41%

4.61%

-4.3%

Auto and leasing

2.60%

2.73%

-4.8%

Total allowance to total originated loans

2.06%

3.62%

-43.1%

Allowance coverage ratio to non-performing loans:

Mortgage

24.51%

23.57%

4.0%

Commercial

52.71%

30.10%

75.1%

Consumer

497.53%

686.51%

-27.5%

Auto and leasing

200.51%

216.93%

-7.6%

Total

56.06%

37.15%

50.9%

Acquired BBVAPR loans accounted for under ASC 310-20

Allowance balance:

Commercial

$

18

$

26

-30.8%

Consumer

2,946

3,429

-14.1%

Auto

1,249

2,087

-40.2%

Total allowance balance

$

4,213

$

5,542

-24.0%

Allowance composition:

Commercial

0.4%

0.5%

-20.0%

Consumer

69.9%

61.9%

12.9%

Auto

29.7%

37.6%

-21.0%

100.0%

100.0%

Allowance coverage ratio at end of period applicable to:

Commercial

0.31%

0.35%

-11.4%

Consumer

8.61%

8.93%

-3.6%

Auto

1.94%

1.95%

-0.5%

Total allowance to total acquired loans

4.04%

3.63%

11.3%

Allowance coverage ratio to non-performing loans:

Commercial

3.93%

2.95%

33.2%

Consumer

419.06%

640.93%

-34.6%

Auto

160.75%

251.14%

-36.0%

Total

217.39%

246.75%

-11.9%

117


TABLE 8 — ALLOWANCE FOR LOAN AND LEASE LOSSES BREAKDOWN (CONTINUED)

September 30,

December 31,

2016

2015

Variance %

(Dollars in thousands)

Acquired BBVAPR loans accounted for under ASC 310-30

Allowance balance:

Mortgage

$

2,664

$

1,762

51.2%

Commercial

21,998

21,161

4.0%

Auto

5,157

2,862

80.2%

Total allowance balance (a)

$

29,819

$

25,785

15.6%

Allowance composition:

Mortgage

8.9%

6.8%

30.9%

Commercial

73.8%

82.1%

-10.1%

Auto

17.3%

11.1%

55.9%

100.0%

100.0%

Acquired Eurobank loans accounted for under ASC 310-30

Allowance balance:

Mortgage

$

12,268

$

22,570

-45.6%

Commercial

10,544

67,365

-84.3%

Consumer

-

243

-100.0%

Total allowance balance (a)

$

22,812

$

90,178

-74.7%

Allowance composition:

Mortgage

53.8%

25.0%

115.2%

Commercial

46.2%

74.7%

-38.2%

Consumer

0.0%

0.3%

-100.0%

100.0%

100.0%

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

118


TABLE 9 — ALLOWANCE FOR LOAN AND LEASE LOSSES SUMMARY

Quarter Ended  September 30,

Nine-Month Period Ended September 30,

Variance

Variance

2016

2015

%

2016

2015

%

(Dollars in thousands)

Originated and other loans:

Balance at beginning of period

$

112,812

$

78,989

42.8%

$

112,626

$

51,439

119.0%

Provision for loan and lease losses

14,708

10,459

40.6%

34,420

54,322

-36.6%

Charge-offs

(69,333)

(12,867)

438.8%

(95,813)

(36,909)

159.6%

Recoveries

3,981

3,770

5.6%

10,935

11,499

-4.9%

Balance at end of period

$

62,168

$

80,351

-22.6%

$

62,168

$

80,351

-22.6%

Acquired loans:

BBVAPR loans

Acquired loans accounted for

under ASC 310-20:

Balance at beginning of period

$

4,487

$

5,529

-18.8%

$

5,542

$

4,597

20.6%

Provision for loan and lease losses

548

1,651

-66.8%

1,392

5,937

-76.6%

Charge-offs

(1,366)

(2,275)

-40.0%

(4,518)

(7,281)

-37.9%

Recoveries

544

568

-4.2%

1,797

2,220

-19.1%

Balance at end of period

$

4,213

$

5,473

-23.0%

$

4,213

$

5,473

-23.0%

Acquired loans accounted for

under ASC 310-30:

Balance at beginning of period

$

22,801

$

18,359

24.2%

$

25,785

$

13,481

91.3%

Provision for loan and lease losses

7,403

5,979

23.8%

13,245

10,857

22.0%

Loan pools fully charged off

-

(4,352)

0.0%

(282)

(4,352)

-100.0%

Allowance de-recognition (a)

(385)

-

-100.0%

(8,929)

-

-100.0%

Balance at end of period

$

29,819

$

19,986

49.2%

$

29,819

$

19,986

49.2%

Eurobank loans

Balance at beginning of period

$

22,116

$

71,452

-69.0%

$

90,178

$

64,245

40.4%

Provision (recapture) for loan and lease losses

819

33,490

-97.6%

2,655

38,194

-93.0%

FDIC shared-loss portion on

provision for covered loan

and lease losses

818

-

100.0%

3,213

-

100.0%

Loan pools fully charged off

-

(14,610)

0.0%

(134)

(14,610)

-100.0%

Allowance de-recognition (a)

(941)

-

-100.0%

(73,100)

-

-100.0%

Balance at end of period

$

22,812

$

90,332

-74.7%

$

22,812

$

87,829

-74.0%

Allowance for loans and lease losses on originated

and other loans to:

Total originated loans

2.06%

2.65%

-22.3%

2.06%

2.65%

-22.3%

Non-performing originated loans

56.06%

25.73%

117.9%

56.06%

25.73%

117.9%

Allowance for loans and lease losses on acquired

loans accounted for under

ASC 310-20 to:

Total acquired loans accounted

for under ASC 310-20

4.04%

3.19%

26.5%

4.04%

3.19%

26.5%

Non-performing acquired loans

accounted for under ASC 310-20

217.39%

186.98%

16.3%

217.39%

186.98%

16.3%

(a) A portion of the allowance for loan and lease losses associated with purchased credit impaired loans was de-recognized due to the revision in the de-recognition policy for these loans during the second quarter of 2016.

119


TABLE 10 — NET CREDIT LOSSES STATISTICS ON LOAN AND LEASES, EXCLUDING LOANS ACCOUNTED FOR UNDER ASC 310-30

Quarter Ended September 30,

Nine-Month Period Ended September 30,

Variance

Variance

2016

2015

%

2016

2015

%

(Dollar in thousands)

Originated and other loans and leases:

Mortgage

Charge-offs

$

(1,656)

$

(1,058)

56.5%

$

(4,692)

$

(3,829)

22.5%

Recoveries

21

270

-92.2%

204

338

-39.6%

Total

(1,635)

(788)

107.5%

(4,488)

(3,491)

28.6%

Commercial

Charge-offs

(56,700)

(828)

6747.8%

(58,544)

(2,317)

2426.7%

Recoveries

93

63

47.6%

407

372

9.4%

Total

(56,607)

(765)

7299.6%

(58,137)

(1,945)

2889.0%

Consumer

Charge-offs

(3,173)

(2,471)

28.4%

(8,310)

$

(6,456)

28.7%

Recoveries

120

186

-35.5%

355

729

-51.3%

Total

(3,053)

(2,285)

33.6%

(7,955)

(5,727)

38.9%

Auto

Charge-offs

(7,804)

(8,510)

-8.3%

(24,267)

$

(24,307)

-0.2%

Recoveries

3,747

3,251

15.3%

9,969

10,060

-0.9%

Total

(4,057)

(5,259)

-22.9%

(14,298)

(14,247)

0.4%

Net credit losses

Total charge-offs

(69,333)

(12,867)

438.8%

(95,813)

(36,909)

159.6%

Total recoveries

3,981

3,770

5.6%

10,935

11,499

-4.9%

Total

$

(65,352)

$

(9,097)

618.4%

$

(84,878)

$

(25,410)

234.0%

Net credit losses to average

loans outstanding:

Mortgage

0.88%

0.42%

109.5%

0.80%

0.60%

33.3%

Commercial

15.88%

0.23%

6804.3%

5.43%

0.20%

2615.0%

Consumer

4.71%

4.33%

8.8%

4.30%

3.91%

10.0%

Auto

2.23%

3.28%

-32.0%

2.70%

3.07%

-12.1%

Total

8.27%

1.23%

572.4%

3.62%

1.17%

209.4%

Recoveries to charge-offs

5.74%

29.30%

-80.4%

11.41%

31.16%

-63.4%

Average originated loans:

Mortgage

$

746,613

$

758,689

-1.6%

$

748,755

$

776,152

-3.5%

Commercial

1,426,216

1,349,511

5.7%

1,428,499

1,317,591

8.4%

Consumer

259,535

210,933

23.0%

246,641

195,098

26.4%

Auto

727,727

640,828

13.6%

705,956

618,280

14.2%

Total

$

3,160,091

$

2,959,961

6.8%

$

3,129,851

$

2,907,121

7.7%

120


TABLE 11 — NON-PERFORMING ASSETS

September 30,

December 31,

Variance

2016

2015

(%)

(Dollars in thousands)

Non-performing assets:

Non-accruing loans

Troubled-Debt Restructuring loans

$

31,395

$

217,691

-85.6%

Other loans

76,200

82,429

-7.6%

Accruing loans

Troubled-Debt Restructuring loans

4,059

4,240

-4.3%

Other loans

1,170

1,091

7.2%

Total non-performing loans

$

112,824

$

305,451

-63.1%

Foreclosed real estate not covered under the

shared-loss agreements with the FDIC

44,071

56,304

-21.7%

Other repossessed assets

3,449

6,034

-42.8%

$

160,344

$

367,789

-56.4%

Non-performing assets to total assets, excluding covered assets and acquired loans with deteriorated credit quality (including those by analogy)

2.92%

6.31%

-53.7%

Non-performing assets to total capital

17.34%

41.00%

-57.7%

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

Interest that would have been recorded in the period if the

loans had not been classified as non-accruing loans

$

960

$

969

$

2,385

$

2,444

121


TABLE 12 — NON-PERFORMING LOANS

September 30,

December 31,

Variance

2016

2015

%

(Dollars in thousands)

Non-performing loans:

Originated and other loans held for investment

Mortgage

$

75,592

$

77,875

-2.9%

Commercial

23,347

215,281

-89.2%

Consumer

2,470

1,631

51.4%

Auto and leasing

9,477

8,418

12.6%

110,886

303,205

-63.4%

Acquired loans accounted for under ASC 310-20 (Loans with

revolving feature and/or acquired at a premium)

Commercial

458

880

-48.0%

Consumer

703

535

31.4%

Auto

777

831

-6.5%

1,938

2,246

-13.7%

Total

$

112,824

$

305,451

-63.1%

Non-performing loans composition percentages:

Originated loans

Mortgage

67.0%

25.5%

Commercial

20.7%

70.5%

Consumer

2.2%

0.5%

Auto and leasing

8.4%

2.8%

Acquired loans accounted for under ASC 310-20 (Loans with

revolving feature and/or acquired at a premium)

Commercial

0.4%

0.3%

Consumer

0.6%

0.2%

Auto

0.7%

0.2%

Total

100.0%

100.0%

Non-performing loans to:

Total loans, excluding loans accounted for

under ASC 310-30 (including those by analogy)

3.62%

9.36%

-61.3%

Total assets, excluding loans accounted for

under ASC 310-30 (including those by analogy)

2.05%

5.24%

-60.9%

Total capital

12.20%

34.05%

-64.2%

Non-performing loans with partial charge-offs to:

Total loans, excluding loans accounted for

under ASC 310-30 (including those by analogy)

1.20%

1.15%

4.3%

Non-performing loans

33.12%

12.25%

170.4%

Other non-performing loans ratios:

Charge-off rate on non-performing loans to non-performing loans

on which charge-offs have been taken

63.22%

61.15%

3.4%

Allowance for loan and lease losses to non-performing

loans on which no charge-offs have been taken

87.98%

44.09%

99.5%

122


FDIC Indemnification Asset

The Company recorded the FDIC indemnification asset, measured separately from the covered loans, as part of the Eurobank FDIC-assisted transaction. Based on the accounting guidance in ASC Topic 805, at each reporting date subsequent to the initial recording of the indemnification asset, the Company measures the indemnification asset on the same basis as the covered loans and assesses its collectability. The amount to be ultimately collected for the indemnification asset is dependent upon the performance of the underlying covered assets, the passage of time, claims submitted to the FDIC and the Corporation’s compliance with the terms of the loss sharing agreements. Refer to Note 6 to the unaudited consolidated financial statements for additional information on the FDIC loss share agreements.

The FDIC loss share coverage for the commercial loans and other non-single family loans was in effect until June 30, 2015. The coverage for the single family residential loans will expire on June 30, 2020. Accordingly, the Company amortized the remaining portion of the FDIC indemnification asset attributable to non-single family loans at the close of the second quarter of 2015. At September 30, 2016, the FDIC indemnification asset only reflects the balance for single family residential mortgage loans.

TABLE 13 - ACTIVITY OF FDIC INDEMNIFICATION ASSET

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

(In thousands)

FDIC indemnification asset:

Balance at beginning of period

$

18,426

$

22,704

$

22,599

$

97,378

Shared-loss agreements reimbursements from the FDIC

(87)

-

(824)

(17,171)

Shared-loss agreements reimbursements expected from the FDIC

-

-

-

(20,917)

Increase in expected credit losses to be

covered under shared-loss agreements, net

818

-

3,213

2,503

FDIC indemnification asset expense

(1,910)

(1,215)

(6,179)

(35,948)

Net expenses (reimbursed) incurred under shared-loss agreement

(577)

1,406

(2,139)

(2,950)

Balance at end of period

$

16,670

$

22,895

$

16,670

$

22,895

TABLE 14 - ACTIVITY IN THE REMAINING FDIC INDEMNIFICATION ASSET DISCOUNT

Quarter Ended September 30,

Nine-Month Period Ended September 30,

2016

2015

2016

2015

(In thousands)

Balance at beginning of period

$

11,065

$

9,957

$

4,814

$

21,682

Amortization of negative discount

(1,910)

(1,215)

(6,179)

(35,967)

Impact of lower projected losses

1,430

2

11,950

23,029

Balance at end of period

$

10,585

$

8,744

$

10,585

$

8,744

123


TABLE 15 - LIABILITIES SUMMARY AND COMPOSITION

September 30,

December 31,

2016

2015

Variance %

(Dollars in thousands)

Deposits:

Non-interest bearing deposits

$

818,153

$

762,009

7.4%

NOW accounts

1,194,079

1,100,541

8.5%

Savings and money market accounts

1,184,080

1,179,229

0.4%

Certificates of deposit

1,556,956

1,674,431

-7.0%

Total deposits

4,753,268

4,716,210

0.8%

Accrued interest payable

1,503

1,541

-2.5%

Total deposits and accrued interest payable

4,754,771

4,717,751

0.8%

Borrowings:

Securities sold under agreements to repurchase

658,232

934,691

-29.6%

Advances from FHLB

105,944

332,476

-68.1%

Subordinated capital notes

36,083

102,633

-64.8%

Other term notes

40

1,734

-97.7%

Total borrowings

800,299

1,371,534

-41.6%

Total deposits and borrowings

5,555,070

6,089,285

-8.8%

Other Liabilities:

Derivative liabilities

4,306

6,162

-30.1%

Acceptances outstanding

18,043

14,582

23.7%

Other liabilities

89,760

92,043

-2.5%

Total liabilities

$

5,667,179

$

6,202,072

-8.6%

Deposits portfolio composition percentages:

Non-interest bearing deposits

17.2%

16.2%

NOW accounts

25.1%

23.3%

Savings and money market accounts

24.9%

25.0%

Certificates of deposit

32.8%

35.5%

100.0%

100.0%

Borrowings portfolio composition percentages:

Securities sold under agreements to repurchase

82.3%

68.2%

Advances from FHLB

13.2%

24.2%

Other term notes

0.0%

0.1%

Subordinated capital notes

4.5%

7.5%

100.0%

100.0%

Securities sold under agreements to repurchase (excluding accrued interest)

Amount outstanding at period-end

$

656,635

$

932,500

Daily average outstanding balance

$

682,326

$

1,012,756

Maximum outstanding balance at any month-end

$

902,500

$

1,158,945

124


Liabilities and Funding Sources

As shown in Table 15 above, at September 30, 2016, the Company’s total liabilities were $5.667 billion, 8.6% less than the $6.202 billion reported at December 31, 2015. Deposits and borrowings, the Company’s funding sources, amounted to $5.555 billion at September 30, 2016 versus $6.089 billion at December 31, 2015, an 8.8% decrease.

At September 30, 2016, deposits represented 86% and borrowings represented 14% of interest-bearing liabilities. At September 30, 2016, deposits, the largest category of the Company’s interest-bearing liabilities, were $4.755 billion, an increase of 0.8% from $4.718 billion at December 31, 2015. Demand and savings deposits increased 5.4% to $3.131 billion, time deposits, excluding brokered deposits, increased 8.1% to $1.043 billion, and brokered deposits decreased 25.8% to $581.2 million, as part of our efforts to reduce the cost of deposits, which averaged 0.62% at September 30, 2016 compared to 0.59% at December 31, 2015.

Borrowings consist mainly of repurchase agreements, FHLB-NY advances and subordinated capital notes. At September 30, 2016, borrowings amounted to $800.3 million, representing a decrease of 41.6% when compared with the $1.372 billion reported at December 31, 2015. The decrease in borrowings is attributed to decreases in repurchases agreements, FHLB-NY advances and  subordinated capital notes. Repurchase agreements at September 30, 2016 decreased $276.5 million to $658.2 million from $934.7 million at December 31, 2015, as the Company partially unwound $268.0 million in repurchase agreements at a cost of $12.0 million during the first quarter of 2016.  As a member of the FHLB-NY, the Bank can obtain advances from the FHLB-NY secured by the FHLB-NY stock owned by the Bank as well as by certain of the Bank’s mortgage loans and investment securities. FHLB-NY advances decreased $226.5 million to $105.9 million at September 30, 2016 as $227.0 million of advances were repaid at maturity during 2016 and not renewed. Also, $67.0 million in subordinated capital notes were repaid at maturity during the third quarter of 2016.

Stockholders’ Equity

At September 30, 2016, the Company’s total stockholders’ equity was $924.9 million, a 3.1% increase when compared to $897.1 million at December 31, 2015. This increase in stockholders’ equity reflects increases in retained earnings of $21.0 million, in legal surplus of $4.4 million, and in accumulated comprehensive income of $1.8 million, which in turn reflects the realized gains on available-for-sale securities for the nine-month period ended September 30, 2016. Book value per share was $17.29 at September 30, 2016 compared to $16.67 at December 31, 2015.

From December 31, 2015 to September 30, 2016, tangible common equity to total assets increased to 10.11% from 8.98%, Tier 1 Leverage capital ratio increased to 12.35% from 11.18%, Common Equity Tier 1 capital ratio increased to 13.32% from $12.14%, Tier 1 Risk-Based capital ratio increased to 17.44% from 15.99%, and Total Risk-Based capital ratio increased to 18.71% from 17.29%.

New Capital Rules to Implement Basel III Capital Requirements

In July 2013, the Board of Governors of the Federal Reserve System (the “Board”), the Office of the Comptroller of the Currency (the “OCC”) and the FDIC (together with the Board and the OCC, the “Agencies”) approved new rules (“New Capital Rules”) to establish a revised comprehensive regulatory capital framework for all U.S. banking organizations. The New Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The New Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including the Company and the Bank, as compared to the previous U.S. general risk-based capital rules. The New Capital Rules revise the definitions and the components of regulatory capital, as well as address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The New Capital Rules also address asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach, which was derived from the Basel Committee’s 1988 “Basel I” capital accords, with a more risk-sensitive approach based, in part, on the “standardized approach” in the Basel Committee’s 2004 “Basel II” capital accords. In addition, the New Capital Rules implement certain provisions of Dodd-Frank Act, including the requirements of Section 939A to remove references to credit ratings from the federal agencies’ rules. The New Capital Rules became effective for the Company and the Bank on January 1, 2015, subject to phase-in periods for certain of their components and other provisions. Among other matters, the New Capital Rules: (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions from and

125


adjustments to capital as compared to existing regulations. Under the New Capital Rules, for most banking organizations, including the Company, the most common form of Additional Tier 1 capital is noncumulative perpetual preferred stock and the most common form of Tier 2 capital is subordinated notes and a portion of the allocation for loan and lease losses, in each case, subject to the New Capital Rules’ specific requirements.

Pursuant to the New Capital Rules, the minimum capital ratios as of January 1, 2015 are as follows:

4.5% CET1 to risk-weighted assets;

6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;

8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and

4% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

The New Capital Rules also introduce a new 2.5% “capital conservation buffer”, composed entirely of CET1, on top of the three minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. Thus, when fully phased-in on January 1, 2019, the Company and the Bank will be required to maintain an additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.

The New Capital Rules provide for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets arising from temporary differences that could not be realized through net operating loss carrybacks and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such items, in the aggregate, exceed 15% of CET1.

In addition (as noted above), under the previous general risk-based capital rules, the effects of AOCI items included in shareholders’ equity (for example, mark-to-market adjustments to the value of securities held in the available for sale portfolio) under U.S. GAAP are reversed for the purposes of determining regulatory capital ratios. Pursuant to the New Capital Rules, the effects of certain AOCI items are not excluded; however, non-advanced approach banking organizations may make a one-time permanent election to continue to exclude these items. The Company and the Bank made the election to continue to exclude these items in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of their securities portfolio, concurrently with the first filing of the Company’s and Oriental Bank’s periodic regulatory reports in the beginning of 2015. The New Capital Rules also preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’ Tier 1 capital, subject to phase-out, in the case of bank holding companies that had $15 billion or more in total consolidated assets as of December 31, 2009. Therefore, the Company is permitted to continue to include its existing trust preferred securities as Tier 1 capital.

Implementation of the deductions and other adjustments to CET1 began on January 1, 2015 and will be phased-in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019.

With respect to the Bank, the New Capital Rules revise the “prompt corrective action” (“PCA”) regulations adopted pursuant to Section 38 of the Federal Deposit Insurance Act by: (i) introducing a CET1 ratio requirement at each PCA category (other than critically undercapitalized), with the required CET1 ratio being 6.5% for well-capitalized status; (ii) increasing the minimum Tier 1 capital ratio requirement for each category, with the minimum Tier 1 capital ratio for well-capitalized status being 8% (as compared to the current 6%); and (iii) eliminating the current provision that provides that a bank with a composite supervisory rating of 1 may have a 3% leverage ratio and still be adequately capitalized. The New Capital Rules do not change the total risk-based capital requirement for any PCA category.

The New Capital Rules prescribe a new standardized approach for risk weightings that expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a larger and more risk-sensitive number of categories, depending on the nature of the assets, and resulting in higher risk weights for a variety of asset classes.

126


The following are the consolidated capital ratios of the Company under the New Capital Rules at September 30, 2016 and December 31, 2015:

TABLE 16 — CAPITAL, DIVIDENDS AND STOCK DATA

September 30,

December 31,

Variance

2016

2015

%

(Dollars in thousands, except per share data)

Capital data:

Stockholders’ equity

$

924,934

$

897,077

3.1%

Regulatory Capital Ratios data:

Common equity tier 1 capital ratio

13.32%

12.14%

9.8%

Minimum common equity tier 1 capital ratio required

4.50%

4.50%

0.0%

Actual common equity tier 1 capital

$

612,792

$

594,482

3.1%

Minimum common equity tier 1 capital required

$

206,948

$

220,344

-6.1%

Excess over regulatory requirement

$

405,844

$

374,138

8.5%

Risk-weighted assets

$

4,598,837

$

4,896,539

-6.1%

Tier 1 risk-based capital ratio

17.44%

15.99%

9.0%

Minimum tier 1 risk-based capital ratio required

6.00%

6.00%

Actual tier 1 risk-based capital

$

801,882

$

782,912

2.4%

Minimum tier 1 risk-based capital required

$

275,930

$

293,792

-6.1%

Excess over regulatory requirement

$

525,952

$

489,120

7.5%

Risk-weighted assets

$

4,598,837

$

4,896,539

-6.1%

Total risk-based capital ratio

18.71%

17.29%

8.2%

Minimum total risk-based capital ratio required

8.00%

8.00%

Actual total risk-based capital

$

860,581

$

846,748

1.6%

Minimum total risk-based capital required

$

367,907

$

391,723

-6.1%

Excess over regulatory requirement

$

492,674

$

455,025

8.3%

Risk-weighted assets

$

4,598,837

$

4,896,539

-6.1%

Leverage capital ratio

12.35%

11.18%

10.5%

Actual tier 1 capital

$

801,882

$

782,912

2.4%

Minimum tier 1 capital required

$

259,711

$

280,009

-7.2%

Excess over regulatory requirement

$

542,171

$

502,903

7.8%

Tangible common equity to total assets

10.11%

8.98%

12.6%

Tangible common equity to risk-weighted assets

14.49%

13.02%

11.3%

Total equity to total assets

14.03%

12.64%

11.0%

Total equity to risk-weighted assets

20.11%

18.32%

9.8%

Stock data:

Outstanding common shares

43,913,719

43,867,909

0.1%

Book value per common share

$

17.29

$

16.67

3.7%

Tangible book value per common share

$

15.18

$

14.53

4.4%

Market price at end of period

$

10.11

$

7.32

38.1%

Market capitalization at end of period

$

443,968

$

321,113

38.3%

127


The following table presents a reconciliation of the Company’s total stockholders’ equity to tangible common equity and total assets to tangible assets at September 30, 2016 and December 31, 2015:

September 30,

December 31,

2016

2015

(In thousands, except share or per

share information)

Total stockholders' equity

$

924,934

$

897,077

Preferred stock

(176,000)

(176,000)

Preferred stock issuance costs

10,130

10,130

Goodwill

(86,069)

(86,069)

Core deposit intangible

(4,518)

(5,294)

Customer relationship intangible

(2,061)

(2,544)

Total tangible common equity

$

666,416

$

637,300

Total assets

6,592,113

7,099,149

Goodwill

(86,069)

(86,069)

Core deposit intangible

(4,518)

(5,294)

Customer relationship intangible

(2,061)

(2,544)

Total tangible assets

$

6,499,465

$

7,005,242

Tangible common equity to tangible assets

10.25%

9.10%

Common shares outstanding at end of period

43,913,719

43,867,909

Tangible book value per common share

$

15.18

$

14.53

The tangible common equity ratio and tangible book value per common share are non-GAAP measures and, unlike Tier 1 capital and Common Equity Tier 1 capital, are not codified in the federal banking regulations. Management and many stock analysts use the tangible common equity ratio and tangible book value per common share in conjunction with more traditional bank capital ratios to compare the capital adequacy of banking organizations. Neither tangible common equity nor tangible assets or related measures should be considered in isolation or as a substitute for stockholders’ equity, total assets or any other measure calculated in accordance with GAAP. Moreover, the manner in which the Company calculates its tangible common equity, tangible assets and any other related measures may differ from that of other companies reporting measures with similar names.

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. To mitigate these limitations, the Company has procedures in place to calculate these measures using the appropriate GAAP or regulatory components. Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.

128


The following table presents the Company’s capital adequacy information under the New Capital Rules:

September 30,

December 31,

2016

2015

(Dollars in thousands)

Risk-based capital:

Common equity tier 1 capital

$

612,792

594,482

Additional tier 1 capital

189,091

188,430

Tier 1 capital

801,883

$

782,912

Additional Tier 2 capital

58,698

63,836

Total risk-based capital

$

860,581

$

846,748

Risk-weighted assets:

Balance sheet items

$

4,439,124

$

4,742,113

Off-balance sheet items

159,713

154,426

Total risk-weighted assets

$

4,598,837

$

4,896,539

Ratios:

Common equity tier 1 capital (minimum required - 4.5%)

13.32%

12.14%

Tier 1 capital (minimum required - 6%)

17.44%

15.99%

Total capital (minimum required - 8%)

18.71%

17.29%

Leverage ratio

12.35%

11.18%

Equity to assets

14.03%

12.64%

Tangible common equity to assets

10.11%

8.98%

The Bank is considered “well capitalized” under the regulatory framework for prompt corrective action. The table below shows the Bank’s regulatory capital ratios at September 30, 2016 and December 31, 2015:

September 30,

December 31,

Variance

2016

2015

%

(Dollars in thousands)

Oriental Bank Regulatory Capital Ratios:

Common Equity Tier 1 Capital to Risk-Weighted Assets

17.06%

15.40%

10.8%

Actual common equity tier 1 capital

$

783,151

$

751,886

4.2%

Minimum capital requirement (4.5%)

$

206,582

$

219,762

-6.0%

Minimum to be well capitalized (6.5%)

$

298,396

$

317,434

-6.0%

Tier 1 Capital to Risk-Weighted Assets

17.06%

15.40%

10.8%

Actual tier 1 risk-based capital

$

783,151

$

751,886

4.2%

Minimum capital requirement (6%)

$

275,442

$

293,016

-6.0%

Minimum to be well capitalized (8%)

$

367,256

$

390,688

-6.0%

Total Capital to Risk-Weighted Assets

18.33%

16.70%

9.8%

Actual total risk-based capital

$

841,599

$

815,458

3.2%

Minimum capital requirement (8%)

$

367,256

$

390,688

-6.0%

Minimum to be well capitalized (10%)

$

459,070

$

488,360

-6.0%

Total Tier 1 Capital to Average Total Assets

12.11%

10.80%

12.2%

Actual tier 1 capital

$

783,151

$

751,886

4.2%

Minimum capital requirement (4%)

$

258,600

$

278,399

-7.1%

Minimum to be well capitalized (5%)

$

323,250

$

347,999

-7.1%

129


The Company’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “OFG.” At September 30, 2016 and December 31, 2015, the Company’s market capitalization for its outstanding common stock was $444.0 million ($10.11 per share) and $321.1 million ($7.32 per share), respectively.

The following table provides the high and low prices and dividends per share of the Company’s common stock for each quarter of the last two calendar years:

Cash

Price

Dividend

High

Low

Per share

2016

September 30, 2016

$

11.09

$

8.07

$

0.06

June 30, 2016

$

9.14

$

6.32

$

0.06

March 31, 2016

$

7.32

$

4.77

$

0.06

2015

December 31, 2015

$

10.52

$

6.39

$

0.06

September 30, 2015

$

10.20

$

6.63

$

0.10

June 30, 2015

$

17.04

$

10.67

$

0.10

March 31, 2015

$

17.70

$

14.88

$

0.10

2014

December 31, 2014

$

16.76

$

14.35

$

0.10

September 30, 2014

$

18.89

$

14.92

$

0.08

June 30, 2014

$

18.88

$

16.38

$

0.08

March 31, 2014

$

17.54

$

14.30

$

0.08

Under the Company’s current stock repurchase program it is authorized to purchase in the open market up to $ 70 million of its outstanding shares of common stock, of which approximately $ 7.7 million of authority remains. The shares of common stock repurchased are to be held by the Company as treasury shares. There were no repurchases during the nine-month period of 2016 and 2015. The number of shares that may yet be purchased under the $70 million program is estimated at 764,674 and was calculated by dividing the remaining balance of $ 7.7 million by $10.11 (closing price of the Company common stock at September 30, 2016).

130


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Background

The Company’s risk management policies are established by its Board of Directors (the “Board”) and implemented by management through the adoption of a risk management program, which is overseen and monitored by the Chief Risk Officer and the Risk Management and Compliance Committee. The Company has continued to refine and enhance its risk management program by strengthening policies, processes and procedures necessary to maintain effective risk management.

All aspects of the Company’s business activities are susceptible to risk. Consequently, risk identification and monitoring are essential to risk management. As more fully discussed below, the Company’s primary risk exposures include, market, interest rate, credit, liquidity, operational and concentration risks.

Market Risk

Market risk is the risk to earnings or capital arising from adverse movements in market rates or prices, such as interest rates or prices. The Company evaluates market risk together with interest rate risk. The Company’s financial results and capital levels are constantly exposed to market risk. The Board and management are primarily responsible for ensuring that the market risk assumed by the Company complies with the guidelines established by policies approved by the Board. The Board has delegated the management of this risk to the Asset/Liability Management Committee (“ALCO”) which is composed of certain executive officers from the business, treasury and finance areas. One of ALCO’s primary goals is to ensure that the market risk assumed by the Company is within the parameters established in such policies.

Interest Rate Risk

Interest rate risk is the exposure of the Company’s earnings or capital to adverse movements in interest rates. It is a predominant market risk in terms of its potential impact on earnings. The Company manages its asset/liability position in order to limit the effects of changes in interest rates on net interest income. ALCO oversees interest rate risk, liquidity management and other related matters.

In executing its responsibilities, ALCO examines current and expected conditions in global financial markets, competition and prevailing rates in the local deposit market, liquidity, unrealized gains and losses in securities, recent or proposed changes to the investment portfolio, alternative funding sources and their costs, hedging and the possible purchase of derivatives such as swaps, and any tax or regulatory issues which may be pertinent to these areas.

On a quarterly basis, the Company performs a net interest income simulation analysis on a consolidated basis to estimate the potential change in future earnings from projected changes in interest rates. These simulations are carried out over a five-year time horizon, assuming certain gradual upward and downward interest rate movements, achieved during a twelve-month period. Instantaneous interest rate movements are also modeled. Simulations are carried out in two ways:

(i) using a static balance sheet as the Company had on the simulation date, and

(ii) using a dynamic balance sheet based on recent growth patterns and business strategies.

The balance sheet is divided into groups of assets and liabilities detailed by maturity or re-pricing and their corresponding interest yields and costs. As interest rates rise or fall, these simulations incorporate expected future lending rates, current and expected future funding sources and costs, the possible exercise of options, changes in prepayment rates, deposits decay and other factors which may be important in projecting the future growth of net interest income.

The Company uses a software application to project future movements in the Company’s balance sheet and income statement. The starting point of the projections generally corresponds to the actual values of the balance sheet on the date of the simulations.

131


These simulations are complex, and use many assumptions that are intended to reflect the general behavior of the Company over the period in question. There can be no assurance that actual events will match these assumptions in all cases. For this reason, the results of these simulations are only approximations of the true sensitivity of net interest income to changes in market interest rates. The following table presents the results of the simulations at  September 30, 2016  for the most likely scenario, assuming a one-year time horizon:

Net Interest Income Risk (one year projection)

Static Balance Sheet

Growing Simulation

Amount

Percent

Amount

Percent

Change

Change

Change

Change

Change in interest rate

(Dollars in thousands)

+ 200 Basis points

$

6,036

2.29%

$

5,796

2.13%

+ 100 Basis points

$

2,928

1.11%

$

2,808

1.03%

- 50 Basis points

$

(929)

-0.35%

$

(876)

-0.32%

The impact of -100 and -200 basis point reductions in interest rates is not presented in view of current level of the federal funds rate and other short-term interest rates.

Future net interest income could be affected by the Company’s investments in callable securities, prepayment risk related to mortgage loans and mortgage-backed securities, and any structured repurchase agreements and advances from the FHLB-NY in which it may enter into from time to time. As part of the strategy to limit the interest rate risk and reduce the re-pricing gaps of the Company’s assets and liabilities, the Company has executed certain transactions which include extending the maturity and the re-pricing frequency of the liabilities to longer terms reducing the amounts of its structured repurchase agreements and entering into hedge-designated swaps to hedge the variability of future interest cash flows of forecasted wholesale borrowings that only consist of advances from the FHLB-NY as of September 30, 2016 .

The Company maintains an overall interest rate risk management strategy that incorporates the use of derivative instruments to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. The Company’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities so that the net interest margin is not, on a material basis, adversely affected by movements in interest rates. As a result of interest rate fluctuations, hedged fixed-rate assets and liabilities will appreciate or depreciate in market value. Also, for some fixed-rate assets or liabilities, the effect of this variability in earnings is expected to be substantially offset by the Company’s gains and losses on the derivative instruments that are linked to the forecasted cash flows of these hedged assets and liabilities. The Company considers its strategic use of derivatives to be a prudent method of managing interest-rate sensitivity as it reduces the exposure of earnings and the market value of its equity to undue risk posed by changes in interest rates. The effect of this unrealized appreciation or depreciation is expected to be substantially offset by the Company’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. Another result of interest rate fluctuations is that the contractual interest income and interest expense of hedged variable-rate assets and liabilities, respectively, will increase or decrease.

Derivative instruments that are used as part of the Company’s interest risk management strategy include interest rate swaps, forward-settlement swaps, futures contracts, and option contracts that have indices related to the pricing of specific balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of fixed and variable-rate interest payments between two parties based on a common notional principal amount and maturity date. Interest rate futures generally involve exchanged-traded contracts to buy or sell U.S. Treasury bonds and notes in the future at specified prices. Interest rate options represent contracts that allow the holder of the option to (i) receive cash or (ii) purchase, sell, or enter into a financial instrument at a specified price within a specified period. Some purchased option contracts give the Company the right to enter into interest rate swaps and cap and floor agreements with the writer of the option. In addition, the Company enters into certain transactions that contain embedded derivatives. When the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract, it is bifurcated and carried at fair value. Please refer to Note 7 to the accompanying unaudited consolidated financial statements for further information concerning the Company’s derivative activities.

132


Following is a summary of certain strategies, including derivative activities, currently used by the Company to manage interest rate risk:

Interest rate swaps — The Company entered into hedge-designated swaps to hedge the variability of future interest cash flows of forecasted wholesale borrowings attributable to changes in the one-month LIBOR rate. Once the forecasted wholesale borrowings transactions occurred, the interest rate swap effectively fixes the Company’s interest payments on an amount of forecasted interest expense attributable to the one-month LIBOR rate corresponding to the swap notional stated rate. A derivative liability of $2.8 million (notional amount of $36.9 million) was recognized at September 30, 2016 related to the valuation of these swaps.

In addition, the Company has certain derivative contracts, including interest rate swaps not designated as hedging instruments, which are utilized to convert certain variable rate loans to fixed-rate loans, and the mirror-images of these interest rate swaps in which the Company enters into to minimize its interest rate risk exposure that results from offering the derivatives to clients. These interest rate swaps are marked to market through earnings. At September 30, 2016 , interest rate swaps offered to clients not designated as hedging instruments represented a derivative asset of $1.4 million (notional amounts of $12.5 million), and the mirror-image interest rate swaps in which the Company entered into represented a derivative liability of $1.4 million (notional amounts of $12.5 million).

Wholesale borrowings — The Company uses interest rate swaps to hedge the variability of interest cash flows of certain advances from the FHLB-NY that are tied to a variable rate index. The interest rate swaps effectively fix the Company’s interest payments on these borrowings. As of September 30, 2016, the Company had $36.9 million in interest rate swaps at an average rate of 2.4% designated as cash flow hedges for $36.9 million in advances from the FHLB-NY that reprice or are being rolled over on a monthly basis.

Credit Risk

Credit risk is the possibility of loss arising from a borrower or counterparty in a credit-related contract failing to perform in accordance with its terms. The principal source of credit risk for the Company is its lending activities. In Puerto Rico, the Company’s principal market, economic conditions are challenging, as they have been for the last ten years, due to a shrinking population, a protracted economic recession, a housing sector that remains under pressure, the Puerto Rico government’s fiscal and liquidity crisis, and the recent credit or payment defaults on certain Puerto Rico government bonds, with additional defaults expected if the Puerto Rico government is unable to restructure its debts and/or access the capital markets to place new debt or refinance its upcoming maturities.

The Company manages its credit risk through a comprehensive credit policy which establishes sound underwriting standards by monitoring and evaluating loan portfolio quality, and by the constant assessment of reserves and loan concentrations. The Company also employs proactive collection and loss mitigation practices.

The Company may also encounter risk of default in relation to its securities portfolio. The securities held by the Company are principally agency mortgage-backed securities. Thus, a substantial portion of these instruments are guaranteed by mortgages, a U.S. government-sponsored entity, or the full faith and credit of the U.S. government.

The Company’s Executive Credit Committee, composed of its Chief Executive Officer, Chief Credit Risk Officer and other senior executives, has primary responsibility for setting strategies to achieve the Company’s credit risk goals and objectives. Those goals and objectives are set forth in the Company’s Credit Policy as approved by the Board.

Liquidity Risk

Liquidity risk is the risk of the Company not being able to generate sufficient cash from either assets or liabilities to meet obligations as they become due without incurring substantial losses. The Board has established a policy to manage this risk. The Company’s cash requirements principally consist of deposit withdrawals, contractual loan funding, repayment of borrowings as these mature, and funding of new and existing investments as required.

133


The Company’s business requires continuous access to various funding sources. While the Company is able to fund its operations through deposits as well as through advances from the FHLB-NY and other alternative sources, the Company’s business is dependent upon other external wholesale funding sources. Although the Company has selectively reduced its use of wholesale funding sources, such as repurchase agreements and brokered deposits, it is still dependent on wholesale funding sources. As of September 30, 2016, the Company had $656.6 million in repurchase agreements, excluding accrued interest, and $581.2 million in brokered deposits .

Brokered deposits are typically offered through an intermediary to small retail investors. The Company’s ability to continue to attract brokered deposits is subject to variability based upon a number of factors, including volume and volatility in the global securities markets, the Company’s credit rating, and the relative interest rates that it is prepared to pay for these liabilities. Brokered deposits are generally considered a less stable source of funding than core deposits obtained through retail bank branches. Investors in brokered deposits are generally more sensitive to interest rates and will generally move funds from one depository institution to another based on small differences in interest rates offered on deposits.

Although the Company expects to have continued access to credit from the foregoing sources of funds, there can be no assurance that such financing sources will continue to be available or will be available on favorable terms. In a period of financial disruption or if negative developments occur with respect to the Company, the availability and cost of the Company’s funding sources could be adversely affected. In that event, the Company’s cost of funds may increase, thereby reducing its net interest income, or the Company may need to dispose of a portion of its investment portfolio, which depending upon market conditions, could result in realizing a loss or experiencing other adverse accounting consequences upon any such dispositions. The Company’s efforts to monitor and manage liquidity risk may not be successful to deal with dramatic or unanticipated changes in the global securities markets or other reductions in liquidity driven by the Company or market-related events. In the event that such sources of funds are reduced or eliminated and the Company is not able to replace these on a cost-effective basis, the Company may be forced to curtail or cease its loan origination business and treasury activities, which would have a material adverse effect on its operations and financial condition.

As of September 30, 2016, the Company had approximately $509.3 million in unrestricted cash and cash equivalents, $494.9 million in investment securities that are not pledged as collateral, and $1.083 million in borrowing capacity at the FHLB-NY available to cover liquidity needs.

Operational Risk

Operational risk is the risk of loss from inadequate or failed internal processes, personnel and systems or from external events. All functions, products and services of the Company are susceptible to operational risk.

The Company faces ongoing and emerging risk and regulatory pressure related to the activities that surround the delivery of banking and financial products and services. Coupled with external influences such as market conditions, security risks, and legal risk, the potential for operational and reputational loss has increased. In order to mitigate and control operational risk, the Company has developed, and continues to enhance, specific internal controls, policies and procedures that are designed to identify and manage operational risk at appropriate levels throughout the organization. The purpose of these policies and procedures is to provide reasonable assurance that the Company’s business operations are functioning within established limits.

The Company classifies operational risk into two major categories: business specific and corporate-wide affecting all business lines. For business specific risks, a risk assessment group works with the various business units to ensure consistency in policies, processes and assessments. With respect to corporate-wide risks, such as information security, business recovery, legal and compliance, the Company has specialized groups, such as Information Security, Enterprise Risk Management, Corporate Compliance, Information Technology, Legal and Operations. These groups assist the lines of business in the development and implementation of risk management practices specific to the needs of the business groups. All these matters are reviewed and discussed in the Information Technology Steering Committee, and the Executive Risk and Compliance Committee.

The Company is subject to extensive United States federal and Puerto Rico regulations, and this regulatory scrutiny has been significantly increasing over the last several years. The Company has established and continues to enhance procedures based on legal

134


and regulatory requirements that are reasonably designed to ensure compliance with all applicable statutory and regulatory requirements. The Company has a corporate compliance function headed by a Chief Compliance Officer who reports to the CEO and the BSA Officer who reports to the Chief Risk Officer. The Chief Compliance Officer is responsible for the oversight of regulatory compliance and implementation of a company-wide compliance program, except for the Bank Secrecy Act/Anti-Money Laundering compliance program, which is overseen and implemented by the BSA Officer.

Concentration Risk

Substantially all of the Company’s business activities and a significant portion of its credit exposure are concentrated in Puerto Rico. As a consequence, the Company’s profitability and financial condition may be adversely affected by an extended economic slowdown, adverse political or economic developments in Puerto Rico or the effects of a natural disaster, all of which could result in a reduction in loan originations, an increase in non-performing assets, an increase in foreclosure losses on mortgage loans, and a reduction in the value of its loans and loan servicing portfolio.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon such evaluation, the CEO and the CFO have concluded that, as of the end of such period, the Company’s disclosure controls and procedures provided reasonable assurance of effectiveness in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2016, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

135


PART - II OTHER INFORMATION

ITEM 1 .   LEGAL PROCEEDINGS

The Company and its subsidiaries are defendants in a number of legal proceedings incidental to their business. The Company is vigorously contesting such claims. Based upon a review by legal counsel and the development of these matters to date, management is of the opinion that the ultimate aggregate liability, if any, resulting from these claims will not have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 1A.   RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2015. In addition to other information set forth in this report, you should carefully consider the risk factors included in the Company’s annual report on Form 10-K, as updated by this report or other filings the Company makes with the SEC under the Exchange Act. Additional risks and uncertainties not presently known to the Company at this time or that the Company currently deems immaterial may also adversely affect the Company’s business, financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

136


ITEM 6. EXHIBITS

Exhibit No. Description of Document:

10       Employment Agreement between the Company and José R. Fernández.

31.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101     The following materials from OFG Bancorp’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 , formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Consolidated Statements of Financial Condition, (ii) Unaudited Consolidated Statements of Operations, (iii) Unaudited Consolidated Statements of Comprehensive Income, (iv) Unaudited Consolidated Statements of Changes in Stockholders’ Equity, (v) Unaudited Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Consolidated Financial Statements.

137


Signatures

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, thereunto duly authorized.

OFG Bancorp

(Registrant)

By:

/s/ José Rafael Fernández

Date: November 4, 2016

José Rafael Fernández

President and Chief Executive Officer

By:

/s/ Ganesh Kumar

Date: November 4, 2016

Ganesh Kumar

Executive Vice President and Chief Financial Officer

By:

/s/ Maritza Arizmendi

Date: November 4, 2016

Maritza Arizmendi

Senior Vice President and Chief Accounting Officer

138


TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Organization, Consolidation and Basis Of Presentation 7Note 1 Organization, Consolidation and Basis Of PresentationNote 2 Restricted Cash 8Note 2 Restricted CashNote 3 Investment Securities 8Note 3 Investment SecuritiesNote 4 Loans 15Note 4 LoansNote 5 Allowance For Loan and Lease Losses 41Note 5 Allowance For Loan and Lease LossesNote 6 Fdic Indemnification Asset, True-up Payment Obligation, and Fdic Shared-loss Expense 51Note 6 Fdic Indemnification Asset, True-up Payment Obligation, and Fdic Shared-loss ExpenseNote 7 Derivatives 53Note 7 DerivativesNote 8 Accrued Interest Receivable and Other Assets 55Note 8 Accrued Interest Receivable and Other AssetsNote 9 Deposits and Related Interest 56Note 9 Deposits and Related InterestNote 10 Borrowings and Related Interest 57Note 10 Borrowings and Related InterestNote 11 Offsetting Of Financial Assets and Liabilities 60Note 11 Offsetting Of Financial Assets and LiabilitiesNote 12 Related Party Transactions 61Note 12 Related Party TransactionsNote 13 Income Taxes 62Note 13 Income TaxesNote 14 Regulatory Capital Requirements 63Note 14 Regulatory Capital RequirementsNote 15 Stockholders Equity 65Note 15 Stockholders EquityNote 16 Accumulated Other Comprehensive Income 66Note 16 Accumulated Other Comprehensive IncomeNote 17 Earnings (loss) Per Common Share 69Note 17 Earnings (loss) Per Common ShareNote 18 Guarantees 69Note 18 GuaranteesNote 19 Commitments and Contingencies 71Note 19 Commitments and ContingenciesNote 20 Fair Value Of Financial Instruments 73Note 20 Fair Value Of Financial InstrumentsNote 21 Business Segments 82Note 21 Business SegmentsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations 85Item 3. Quantitative and Qualitative Disclosures About Market Risk 131Item 4. Controls and Procedures 135Part II Other InformationItem 1. Legal Proceedings 136Item 1A. Risk Factors 136Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds 136Item 3. Default Upon Senior Securities 136Item 4. Mine Safety Disclosures 136Item 5. Other Information 136Item 6. Exhibits 137Note 4 - LoansNote 6- Fdic Indemnification Asset, True-up Payment Obligation, and Fdic Shared-loss ExpenseNote 16 - Accumulated Other Comprehensive IncomeNote 20 - Fair Value Of Financial InstrumentsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart - II Other InformationItem 1 . Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securites and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits