The FASB authoritative guidance for fair value measurement defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This guidance also establishes a fair value hierarchy for classifying financial instruments. The hierarchy is based on whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. Three levels of inputs may be used to measure fair value:

Level 1 Valuations of Level 1 assets and liabilities are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 1 assets and liabilities include equity securities that trade in an active exchange market, as well as certain U.S. Treasury and other U.S. government and agency securities and corporate debt securities that are traded by dealers or brokers in active markets.

Level 2 Valuations of Level 2 assets and liabilities are based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include (i) mortgage-backed securities for which the fair value is estimated based on the value of identical or comparable assets, (ii) debt securities with quoted prices that are traded less frequently than exchange-traded instruments, and (iii) derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 Valuations of Level 3 assets and liabilities are based on unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models for which the determination of fair value requires significant management judgment or estimation.

For 2014, there have been no transfers into or out of Level 1, Level 2, or Level 3 of the fair value hierarchy.

The fair value of investment securities was the market value based on quoted market prices (as is the case with equity securities, Treasury notes, and non-callable U.S. Agency debt securities), when available (Level 1), or market prices for identical or comparable assets (as is the case with MBS and callable U.S. agency debt) that are based on observable market parameters, including benchmark yields, reported trades, quotes from brokers or dealers, issuer spreads, bids, offers and reference data including market research operations (Level 2). Observable prices in the market already consider the risk of nonperformance. If listed prices or quotes are not available, fair value is based upon models that use unobservable inputs due to the limited market activity of the instrument, as is the case with certain private label mortgage-backed securities held by the Corporation (Level 3).

Private label MBS are collateralized by fixed-rate mortgages on single-family residential properties in the United States; the interest rate on the securities is variable, tied to 3-month LIBOR and limited to the weighted average coupon of the underlying collateral. The market valuation represents the estimated net cash flows over the projected life of the pool of underlying assets applying a discount rate that reflects market observed floating spreads over LIBOR, with a widening spread based on a nonrated security. The market valuation is derived from a model that utilizes relevant assumptions such as the prepayment rate, default rate, and loss severity on a loan level basis. The Corporation modeled the cash flow from the fixed-rate mortgage collateral using a static cash flow analysis according to collateral attributes of the underlying mortgage pool (i.e., loan term, current balance, note rate, rate adjustment type, rate adjustment frequency, rate caps, and others) in combination with prepayment forecasts obtained from a commercially available prepayment model (ADCO). The variable cash flow of the security is modeled using the 3-month LIBOR forward curve. Loss assumptions were driven by the combination of default and loss severity estimates, taking into account loan credit characteristics (loan-to-value, state, origination date, property type, occupancy, loan purpose, documentation type, debt-to-income ratio, and other) to provide an estimate of default and loss severity.

Refer to the table below for further information regarding qualitative information for all assets and liabilities measured at fair value using significant unobservable inputs (Level 3).

The fair value of most of the Corporation's derivative instruments is based on observable market parameters and takes into consideration the credit risk component of paying counterparties when appropriate, except when collateral is pledged. That is, on interest rate swaps, the credit risk of both counterparties is included in the valuation; and, on options and caps, only the seller's credit risk is considered. The derivative instruments, namely swaps and caps, were valued using a discounted cash flow approach using the related LIBOR and swap rate for each cash flow. Derivatives include interest rate swaps used for protection against rising interest rates. For these interest rate swaps, a credit component was not considered in the valuation since the Corporation has fully collateralized with investment securities any mark-to-market loss with the counterparty and, if there were market gains, the counterparty had to deliver collateral to the Corporation.

Although most of the derivative instruments are fully collateralized, a credit spread is considered for those that are not secured in full. The cumulative mark-to-market effect of credit risk in the valuation of derivative instruments in 2014, 2013 and 2012 was immaterial.

Assets and liabilities measures at fair value on a recurring basis are summarized below:

	As of December 31, 2014								As of December 31, 2013
	Fair Value Measurements Using								Fair Value Measurements Using
(In thousands)	Level 1		Level 2		Level 3		Assets/Liabilities at Fair Value		Level 1		Level 2		Level 3		Assets/Liabilities at Fair Value

Assets:
Securities available for sale :
Equity securities	$	-	$	-	$	-	$	-	$	33	$	-	$	-	$	33
U.S. Treasury Securities		7,499		-		-		7,499		7,499		-		-		7,499
Noncallable U.S. agency debt		-		228,157		-		228,157		-		200,903		-		200,903
Callable U.S. agency debt and MBS		-		1,653,140		-		1,653,140		-		1,677,651		-		1,677,651
Puerto Rico government obligations		-		40,658		2,564		43,222		-		48,904		2,426		51,330
Private label MBS		-		-		33,648		33,648		-		-		40,866		40,866
Derivatives, included in assets:
Interest rate swap agreements		-		33		-		33		-		162		-		162
Purchased interest rate cap agreements		-		6		-		6		-		58		-		58
Forward contracts		-		-		-		-		-		174		-		174
Liabilities:
Derivatives, included in liabilities:
Interest rate swap agreements		-		33		-		33		-		3,965		-		3,965
Written interest rate cap agreement		-		6		-		6		-		58		-		58
Forward contracts		-		148		-		148		-		-		-		-


	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 years ended December 31, 2014, 2013, and 2012:

		2014		2013		2012
	Level 3 Instruments Only (In thousands)	Securities Available for Sale (1)		Securities Available for Sale (1)		Securities Available for Sale (1)
	Beginning balance	$	43,292	$	54,617	$	65,463
	Total gain (losses) (realized/unrealized):
	Included in earnings		(388)		(117)		(2,002)
	Included in other comprehensive income		2,404		2,795		6,036
	Held-to-maturity investment securities
	Purchases		5,123		-		-
	Sales		(4,855)		-		(1,450)
	Principal repayments and amortization		(9,364)		(14,003)		(13,430)
	Ending balance	$	36,212	$	43,292	$	54,617

	___________________
(1)	Amounts mostly related to private label mortgage-backed securities.

The table below presents qualitative information for all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2014:

	December 31, 2014
(In thousands)	Fair Value		Valuation Technique	Unobservable Input	Range

Investment securities available for sale:

Private label MBS	$	33,648	Discounted cash flows	Discount rate	14.5%

				Prepayment rate	19.89% -100% (Weighted Average 32%)
				Projected Cumulative Loss Rate	0.64% - 80.0% (Weighted Average 7.9%)


Puerto Rico Government Obligations		2,564	Discounted cash flows	Prepayment rate	5.61%

Private label MBS: The significant unobservable inputs in the valuation include probability of default, the loss severity assumption and prepayment rates. Shifts in those inputs would result in different fair value measurements. Increases in the probability of default, loss severity assumptions, and prepayment rates in isolation would generally result in an adverse effect on the fair value of the instruments. Meaningful and possible shifts of each input were modeled to assess the effect on the fair value estimation.

Puerto Rico Government Obligations: The significant unobservable input used in the fair value measurement is the assumed prepayment rate. A significant increase (decrease) in the assumed rate would lead to a higher (lower) fair value estimate. Loss severity and probability of default are not included as significant unobservable variables because the note is guaranteed by the Puerto Rico Housing Finance Authority (“PRHFA”). The PRHFA credit risk is modeled by discounting the cash flows using a curve appropriate to the PRHFA credit rating.

The table below summarizes changes in unrealized gains and losses recorded in earnings for the years ended December 31, 2014, 2013, and 2012 for Level 3 assets and liabilities that are still held at the end of each year:

	Changes in Unrealized Losses (Year Ended December 31, 2014)		Changes in Unrealized Losses (Year Ended December 31, 2013)		Changes in Unrealized Losses (Year Ended December 31, 2012)
Level 3 Instruments Only	Securities Available for Sale		Securities Available for Sale		Securities Available for Sale
(In thousands)
Changes in unrealized losses relating to assets
still held at reporting date:
Net impairment losses on available-for-sale investment
securities (credit component)	$	(388)	$	(117)	$	(2,002)

Additionally, fair value is used on a nonrecurring basis to evaluate certain assets in accordance with GAAP. Adjustments to fair value usually result from the application of lower-of-cost or market accounting (e.g., loans held for sale carried at the lower-of-cost or fair value and repossessed assets) or write-downs of individual assets (e.g., goodwill, loans).

	As of December 31, 2014, impairment or valuation adjustments were recorded for assets recognized at fair value on a non-recurring basis as shown in the following table:

		Carrying value as of December 31, 2014						(Losses) Gain recorded for the Year Ended December 31, 2014
		Level 1		Level 2		Level 3
			(In thousands)

	Loans receivable (1)	$	-	$	-	$	446,816	$	(43,318)
	OREO (2)		-		-		124,003		(9,656)
	Mortgage servicing rights (3)		-		-		22,838		(228)
	Loans Held for Sale (4)		-		-		54,641		-

(1)	Mainly impaired commercial and construction loans. The impairment was generally measured based on the fair value of the
	collateral. The fair values were derived from external appraisals that take into consideration prices in observed transactions
	involving similar assets in similar locations but adjusted for specific characteristics and assumptions of the collateral
	(e.g., absorption rates), which are not market observable.
(2)	The fair value was derived from appraisals that take into consideration prices in observed transactions involving similar
	assets in similar locations but adjusted for specific characteristics and assumptions of the properties (e.g., absorption
	rates and net operating income of income producing properties), which are not market observable. Losses
	were related to market valuation adjustments after the transfer of the loans to the OREO portfolio.
(3)	Fair value adjustments to mortgage servicing rights were mainly due to assumptions associated with mortgage
	prepayment rates. The Corporation carries its mortgage servicing rights at the lower of cost or market, measured at
	fair value on a non-recurring basis. Assumptions for the value of mortgage servicing rights include: Prepayment rate
	9.74%, Discount rate 10.60%.
(4)	The value of these loans was derived from external appraisals, adjusted for specific characteristics of the loans, and for
	loans with signed sale agreements, the value was determined based on the sales price on such agreements.

	As of December 31, 2013, impairment or valuation adjustments were recorded for assets recognized at fair value on a nonrecurring basis as shown in the following table:

		Carrying value as of December 31, 2013						(Losses) Gain recorded for the Year Ended December 31, 2013
		Level 1		Level 2		Level 3
			(In thousands)

	Loans receivable (1)	$	-	$	-	$	465,191	$	(13,928)
	OREO (2)		-		-		160,193		(25,698)
	Mortgage servicing rights (3)		-		-		21,987		460
	Loans Held For Sale (4)		-		-		54,801		(338)

(1)	Mainly impaired commercial and construction loans. The impairment was generally measured based on the fair value of the
	collateral. The fair values were derived from external appraisals that take into consideration prices in observed transactions
	involving similar assets in similar locations but adjusted for specific characteristics and assumptions of the collateral (e.g.,
	absorption rates), which are not market observable.
(2)	The fair value was derived from appraisals that take into consideration prices in observed transactions involving similar assets in
	similar locations but adjusted for specific characteristics and assumptions of the properties (e.g., absorption rates and net operating
	income of income producing properties), which are not market observable. Losses were related to market valuation adjustments
	after the transfer of the loans to the OREO portfolio.
(3)	Fair value adjustments to the mortgage servicing rights were mainly due to assumptions associated with mortgage prepayments
	rates. The Corporation carries its mortgage servicing rights at the lower of cost or market, measured at fair value on a non-
	recurring basis. Assumptions for the value of mortgage servicing rights include: Prepayment rate 8.90%, Discount rate 10.60%.
(4)	The value of these loans was derived from external appraisals, adjusted for specific characteristics of the loans, and for loans
	with signed sale agreements, the value was determined based on the sales price on such agreements.

	As of December 31, 2012, impairment or valuation adjustments were recorded for assets recognized at fair value on a nonrecurring basis as shown in the following table:

		Carrying value as of December 31, 2012						(Losses) Gain recorded for the Year Ended December 31, 2012
		Level 1		Level 2		Level 3
			(In thousands)

	Loans receivable (1)	$	-	$	-	$	757,152	$	(110,457)
	OREO (2)		-		-		185,764		(8,851)
	Mortgage servicing rights (3)		-		-		17,524		(394)
	Loans Held For Sale (4)		-		-		2,641		(2,168)

(1)	Mainly impaired commercial and construction loans. The impairment was generally measured based on the fair value of the
	collateral. The fair values were derived from external appraisals that take into consideration prices in observed transactions
	involving similar assets in similar locations but adjusted for specific characteristics and assumptions of the collateral (e.g.,
	absorption rates), which are not market observable.
(2)	The fair value was derived from appraisals that take into consideration prices in observed transactions involving similar assets in
	similar locations but adjusted for specific characteristics and assumptions of the properties (e.g., absorption rates and net operating
	income of income producing properties), which are not market observable. Losses were related to market valuation adjustments
	after the transfer of the loans to the OREO portfolio.
(3)	Fair value adjustments to the mortgage servicing rights were mainly due to assumptions associated with mortgage prepayments
	rates. The Corporation carries its mortgage servicing rights at the lower of cost or market, measured at fair value on a non-recurring
	basis. Assumptions for the value of mortgage servicing rights include: Prepayment rate 11.15%, Discount rate 12.08%.
(4)	Relates to $5.2 million Commercial and Industrial and Commercial Mortgage Loans transferred to held for sale during the fourth
	quarter of 2012, which were recorded at a value of $2.6 million.

Qualitative information regarding the fair value measurements for Level 3 financial instruments are as follows:

	December 31, 2014
	Method	Inputs
Loans	Income, Market, Comparable Sales, Discounted Cash Flows	External appraised values; probability weighting of broker price opinions; management assumptions regarding market trends or other relevant factors
OREO	Income, Market, Comparable Sales, Discounted Cash Flows	External appraised values; probability weighting of broker price opinions; management assumptions regarding market trends or other relevant factors
Mortgage servicing rights	Discounted Cash Flows	Weighted average prepayment rate of 9.74%; weighted average discount rate of 10.60%

The following is a description of the valuation methodologies used for instruments that are not measured or reported at fair value on a recurring basis or reported at fair value on a non-recurring basis. The estimated fair value was calculated using certain facts and assumptions, which vary depending on the specific financial instrument.

The carrying amounts of cash and due from banks and money market investments are reasonable estimates of their fair value. Money market investments include held-to-maturity securities, which have a contractual maturity of three months or less. The fair value of these securities is based on quoted market prices in active markets that incorporate the risk of nonperformance.

Equity or other securities that do not have a readily available fair value are stated at their net realizable value, which management believes is a reasonable proxy for their fair value. This category is principally composed of stock that is owned by the Corporation to comply with FHLB regulatory requirements. The realizable value of the FHLB stock equals its cost as this stock can be freely redeemed at par.

The fair value of loans held for investment and of mortgage loans held for sale was estimated using discounted cash flow analyses, based on interest rates currently being offered for loans with similar terms and credit quality and with adjustments that the Corporation's management believes a market participant would consider in determining fair value. Loans were classified by type, such as commercial, residential mortgage, and automobile. These asset categories were further segmented into fixed-and adjustable-rate categories. Valuations are carried out based on categories and not on a loan-by-loan basis. The fair values of performing fixed-rate and adjustable-rate loans were calculated by discounting expected cash flows through the estimated maturity date. 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. The fair value of credit card loans was estimated using a discounted cash flow method and excludes any value related to a customer account relationship. Other loans with no stated maturity, like credit lines, were valued at book value. Prepayment assumptions were considered for non-residential loans. For residential mortgage loans, prepayment estimates were based on a prepayments model that combined both a historical calibration and current market prepayment expectations. Discount rates were based on the U.S. Treasury and LIBOR/Swap Yield Curves at the date of the analysis, and included appropriate adjustments for expected credit losses and liquidity. For impaired collateral dependent loans, the impairment was primarily measured based on the fair value of the collateral, which is derived from appraisals that take into consideration prices in observable transactions involving similar assets in similar locations. The market valuation of the loans acquired from Doral in the second quarter of 2014 was derived from a model that utilizes relevant assumptions such as prepayment rate, default rate, and loss severity on a loan level basis. The cash flows were modeled using a static cash flow analysis discounted by yields observed in the secondary market and in combination with prepayment forecasts. Loss assumptions were driven by a combination of default and loss severity estimates, taking into account loan credit characteristics (loan-to-value, Puerto Rico market, loan type, delinquency status, loan terms, and other), with higher default rates applied to loans acquired with evidence of credit deterioration.

The estimated fair value of demand deposits and savings accounts, which are deposits with no defined maturities, equals the amount payable on demand at the reporting date. The fair values of retail fixed-rate time deposits, with stated maturities, are based on the present value of the future cash flows expected to be paid on the deposits. The cash flows were based on contractual maturities; no early repayments were assumed. Discount rates were based on the LIBOR yield curve.

The estimated fair value of total deposits excludes the fair value of core deposit intangibles, which represent the value of the customer relationship measured by the value of demand deposits and savings deposits that bear a low or zero rate of interest and do not fluctuate in response to changes in interest rates. The fair value of brokered CDs, which are included within deposits, is determined using discounted cash flow analyses over the full term of the CDs.

The fair value of the CDs is computed using the outstanding principal amount. The discount rates used were based on brokered CD market rates as of the end of the year. The fair value does not incorporate the risk of nonperformance, since interests in brokered CDs are generally sold by brokers in amounts of less than $250,000 and, therefore, insured by the FDIC.

Some repurchase agreements reprice at least quarterly, and their outstanding balances are estimated to be their fair value. Where longer commitments are involved, fair value is estimated using exit price indications of the cost of unwinding the transactions as of the end of the reporting period. The brokers who are the counterparties provide these indications. Securities sold under agreements to repurchase are fully collateralized by investment securities.

The fair value of advances from the FHLB with fixed maturities is determined using discounted cash flow analyses over the full term of the borrowings, using indications of the fair value of similar transactions. The cash flows assume no early repayment of the borrowings. Discount rates are based on the LIBOR yield curve. Advances from the FHLB are fully collateralized by mortgage loans and, to a lesser extent, investment securities.

Other borrowings consist of junior subordinated debentures. Projected cash flows from the debentures were discounted using the Bloomberg BB Finance curve plus a credit spread. This credit spread was estimated using the difference in yield curves between swap rates and a yield curve that considers the industry and credit rating of the Corporation as issuer of the note at a tenor comparable to the time to maturity of the debentures.

The following table presents the estimated fair value and carrying value of financial instruments as of December 31, 2014 and 2013:

	Total Carrying Amount in Statement of Financial Condition December 31, 2014		Fair Value Estimate December 31, 2014		Level 1		Level 2		Level 3

	(In thousands)

Assets:
Cash and due from banks and money
market investments	$	796,108	$	796,108	$	796,108	$	-	$	-
Investment securities available
for sale		1,965,666		1,965,666		7,499		1,921,955		36,212
Other equity securities		25,752		25,752		-		25,752		-
Loans held for sale		76,956		77,888		-		23,247		54,641
Loans, held for investment		9,262,436
Less: allowance for loan and lease losses		(222,395)
Loans held for investment, net of
allowance	$	9,040,041		8,844,659		-		-		8,844,659
Derivatives included in assets		39		39		-		39		-

Liabilities:
Deposits		9,483,945		9,486,325		-		9,486,325		-
Securities sold under agreements to
repurchase		900,000		958,715		-		958,715		-
Advances from FHLB		325,000		324,376		-		324,376		-
Other borrowings		231,959		162,344		-		-		162,344
Derivatives included in liabilities		187		187		-		187		-

	Total Carrying Amount in Statement of Financial Condition December 31, 2013		Fair Value Estimate December 31, 2013			Level 1		Level 2		Level 3

	(In thousands)

Assets:
Cash and due from banks and money
market investments	$	655,671	$	655,671	$	655,671	$	-	$	-
Investment securities available
for sale		1,978,282		1,978,282		7,532		1,927,458		43,292
Other equity securities		28,691		28,691		-		28,691		-
Loans held for sale		75,969		76,684		-		21,883		54,801
Loans, held for investment		9,636,170
Less: allowance for loan and lease
losses		(285,858)
Loans held for investment, net of
allowance	$	9,350,312		9,127,234		-		-		9,127,234
Derivatives included in assets		394		394		-		394		-

Liabilities:
Deposits		9,879,924		9,898,615		-		9,898,615		-
Securities sold under agreements to
repurchase		900,000		976,151		-		976,151		-
Advances from FHLB		300,000		297,523		-		297,523		-
Other borrowings		231,959		106,772		-		-		106,772
Derivatives included in liabilities		4,023		4,023		-		4,023		-