ASC Subtopic 820-10 “Fair Value Measurements and Disclosures” establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels in order to increase consistency and comparability in fair value measurements and disclosures. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Fair value is based upon quoted market prices when available. If listed prices or quotes are not available, the Corporation employs internally-developed models that primarily use market-based inputs including yield curves, interest rates, volatilities, and credit curves, among others. Valuation adjustments are limited to those necessary to ensure that the financial instrument's fair value is adequately representative of the price that would be received or paid in the marketplace. These adjustments include amounts that reflect counterparty credit quality, the Corporation's credit standing, constraints on liquidity and unobservable parameters that are applied consistently. There have been no changes in the Corporation's methodologies used to estimate the fair value of assets and liabilities since December 31, 2012. Refer to the Critical Accounting Policies / Estimates in the 2012 Annual Report for additional information on the accounting guidance and the Corporation's policies or procedures related to fair value measurements.

The estimated fair value may be subjective in nature and may involve uncertainties and matters of significant judgment for certain financial instruments. Changes in the underlying assumptions used in calculating fair value could significantly affect the results.

The following fair value hierarchy tables present information about the Corporation's assets and liabilities measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012 and on a nonrecurring basis in periods subsequent to initial recognition for the six months ended June 30, 2013 and 2012:

At June 30, 2013

(In thousands)	Level 1		Level 2		Level 3		Total

RECURRING FAIR VALUE MEASUREMENTS

Assets
Investment securities available-for-sale:
U.S. Treasury securities	$	-	$	44,233	$	-	$	44,233
Obligations of U.S. Government sponsored entities		-		1,135,118		-		1,135,118
Obligations of Puerto Rico, States and political subdivisions		-		47,258		-		47,258
Collateralized mortgage obligations - federal agencies		-		2,656,207		-		2,656,207
Collateralized mortgage obligations - private label		-		1,205		-		1,205
Mortgage-backed securities		-		1,202,661		6,756		1,209,417
Equity securities		5,006		3,636		-		8,642
Other		-		12,556		-		12,556
Total investment securities available-for-sale	$	5,006	$	5,102,874	$	6,756	$	5,114,636

Trading account securities, excluding derivatives:
Obligations of Puerto Rico, States and political subdivisions	$	-	$	17,199	$	-	$	17,199
Collateralized mortgage obligations		-		484		1,653		2,137
Mortgage-backed securities - federal agencies		-		242,385		10,335		252,720
Other		-		19,731		2,042		21,773
Total trading account securities	$	-	$	279,799	$	14,030	$	293,829
Mortgage servicing rights	$	-	$	-	$	153,444	$	153,444
Derivatives		-		37,950		-		37,950
Total assets measured at fair value on a recurring basis	$	5,006	$	5,420,623	$	174,230	$	5,599,859
Liabilities
Derivatives	$	-	$	(33,866)	$	-	$	(33,866)
Contingent consideration		-		-		(119,253)		(119,253)
Total liabilities measured at fair value on a recurring basis	$	-	$	(33,866)	$	(119,253)	$	(153,119)

At December 31, 2012

(In thousands)	Level 1		Level 2		Level 3		Total

RECURRING FAIR VALUE MEASUREMENTS

Assets
Investment securities available-for-sale:
U.S. Treasury securities	$	-	$	37,238	$	-	$	37,238
Obligations of U.S. Government sponsored entities		-		1,096,318		-		1,096,318
Obligations of Puerto Rico, States and political subdivisions		-		54,981		-		54,981
Collateralized mortgage obligations - federal agencies		-		2,367,065		-		2,367,065
Collateralized mortgage obligations - private label		-		2,473		-		2,473
Mortgage-backed securities		-		1,476,077		7,070		1,483,147
Equity securities		3,827		3,579		-		7,406
Other		-		35,573		-		35,573
Total investment securities available-for-sale	$	3,827	$	5,073,304	$	7,070	$	5,084,201

Trading account securities, excluding derivatives:
Obligations of Puerto Rico, States and political subdivisions	$	-	$	24,801	$	-	$	24,801
Collateralized mortgage obligations		-		618		2,499		3,117
Mortgage-backed securities - federal agencies		-		251,046		11,817		262,863
Other		-		21,494		2,240		23,734
Total trading account securities	$	-	$	297,959	$	16,556	$	314,515
Mortgage servicing rights	$	-	$	-	$	154,430	$	154,430
Derivatives		-		41,935		-		41,935
Total assets measured at fair value on a recurring basis	$	3,827	$	5,413,198	$	178,056	$	5,595,081
Liabilities
Derivatives	$	-	$	(42,585)	$	-	$	(42,585)
Contingent consideration		-		-		(112,002)		(112,002)
Total liabilities measured at fair value on a recurring basis	$	-	$	(42,585)	$	(112,002)	$	(154,587)

Six months ended June 30, 2013

(In thousands)	Level 1		Level 2		Level 3		Total

NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans^[1]	$	-	$	-	$	40,801	$	40,801	$	(22,048)
Loans held-for-sale^[2]		-		-		-		-		(364,820)
Other real estate owned^[3]		-		14,788		44,405		59,193		(22,164)
Other foreclosed assets^[3]		-		-		230		230		(69)
Total assets measured at fair value on a nonrecurring basis	$	-	$	14,788	$	85,436	$	100,224	$	(409,101)

1] Relates mostly to certain impaired collateral dependent loans. The impairment was measured 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 Section 310-10-35.

[2] Relates to lower of cost or fair value adjustments on loans held-for-sale and loans transferred from loans held-in-portfolio to loans held-for-sale.

[3] Represents the fair value of foreclosed real estate and other collateral owned that were written down to their fair value. Costs to sell excluded from the reported fair value amount were $3 million at June 30, 2013.

Six months ended June 30, 2012

(In thousands)	Level 1		Level 2		Level 3		Total

NONRECURRING FAIR VALUE MEASUREMENTS
Assets										Write-downs
Loans^[1]	$	-	$	-	$	24,151	$	24,151	$	(2,769)
Loans held-for-sale^[2]		-		-		177,460		177,460		(38,244)
Other real estate owned^[3]		-		5,944		81,241		87,185		(22,748)
Other foreclosed assets^[3]		-		-		144		144		(208)
Long-lived assets held-for-sale^[4]		-		-		1,100		1,100		(123)
Total assets measured at fair value on a nonrecurring basis	$	-	$	5,944	$	284,096	$	290,040	$	(64,092)

[1] Relates mostly to certain impaired collateral dependent loans. The impairment was measured 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 Section 310-10-35.

[2] Relates to lower of cost or fair value adjustments on loans held-for-sale and loans transferred from loans held-in-portfolio to loans held-for-sale.

[4] Represents the fair value of long-lived assets held-for-sale that were written down to their fair value.

The following tables present the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the quarters and six months ended June 30, 2013 and 2012.

	Quarter ended June 30, 2013
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration		liabilities
Balance at March 31, 2013		$	7,043	$	2,025	$	10,937	$	2,143	$	153,949	$	176,097	$	(118,777)	$	(118,777)
Gains (losses) included in earnings			(2)		(3)		(83)		(101)		(5,126)		(5,315)		(476)		(476)
Gains (losses) included in OCI			(85)		-		-		-		-		(85)		-		-
Purchases			-		20		231		-		5,050		5,301		-		-
Sales			-		(324)		-		-		-		(324)		-		-
Settlements			(200)		(65)		(750)		-		(429)		(1,444)		-		-
Balance at June 30, 2013		$	6,756	$	1,653	$	10,335	$	2,042	$	153,444	$	174,230	$	(119,253)	$	(119,253)
Changes in unrealized gains
	(losses) included in earnings
	relating to assets still held
	at June 30, 2013	$	-	$	1	$	(14)	$	48	$	2,569	$	2,604	$	(476)	$	(476)

	Six months ended June 30, 2013
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration		liabilities
Balance at January 1, 2013		$	7,070	$	2,499	$	11,818	$	2,240	$	154,430	$	178,057	$	(112,002)	$	(112,002)
Gains (losses) included in earnings			(3)		1		(174)		(198)		(10,741)		(11,115)		(7,251)		(7,251)
Gains (losses) included in OCI			(86)		-		-		-		-		(86)		-		-
Purchases			-		25		258		-		10,197		10,480		-		-
Sales			-		(699)		-		-		-		(699)		-		-
Settlements			(225)		(173)		(1,567)		-		(442)		(2,407)		-		-
Balance at June 30, 2013		$	6,756	$	1,653	$	10,335	$	2,042	$	153,444	$	174,230	$	(119,253)	$	(119,253)
Changes in unrealized gains
	(losses) included in earnings
	relating to assets still held
	at June 30, 2013	$	-	$	3	$	(45)	$	(7)	$	4,013	$	3,964	$	(7,251)	$	(7,251)

	Quarter ended June 30, 2012
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration		liabilities
Balance at March 31, 2012		$	7,226	$	2,750	$	16,363	$	3,988	$	156,331	$	186,658	$	(100,834)	$	(100,834)
Gains (losses) included in earnings			(1)		(4)		39		12		(5,575)		(5,529)		(179)		(179)
Gains (losses) included in OCI			207		-		-		-		-		207		-		-
Purchases			-		546		2,955		2,054		4,993		10,548		-		-
Sales			-		(251)		(1,377)		(1,743)		-		(3,371)		-		-
Settlements			(50)		(186)		(275)		(1,955)		(38)		(2,504)		-		-
Balance at June 30, 2012		$	7,382	$	2,855	$	17,705	$	2,356	$	155,711	$	186,009	$	(101,013)	$	(101,013)
Changes in unrealized gains
	(losses) included in earnings
	relating to assets still held
	at June 30, 2012	$	-	$	51	$	60	$	(4)	$	(236)	$	(129)	$	(179)	$	(179)

	Six months ended June 30, 2012
		MBS						Other
		classified		CMOs				securities
		as investment		classified		MBS		classified
		securities		as trading		classified as		as trading		Mortgage
		available-		account		trading account		account		servicing		Total		Contingent		Total
(In thousands)		for-sale		securities		securities		securities		rights		assets		consideration		liabilities
Balance at January 1, 2012		$	7,435	$	2,808	$	21,777	$	4,036	$	151,323	$	187,379	$	(99,762)	$	(99,762)
Gains (losses) included in earnings			(3)		57		977		49		(4,791)		(3,711)		(1,251)		(1,251)
Gains (losses) included in OCI			200		-		-		-		-		200		-		-
Purchases			-		607		6,313		2,060		9,224		18,204		-		-
Sales			-		(251)		(5,455)		(1,834)		-		(7,540)		-		-
Settlements			(250)		(366)		(696)		(1,955)		(45)		(3,312)		-		-
Transfers into Level 3			-		-		2,405		-		-		2,405		-		-
Transfers out of Level 3			-		-		(7,616)		-		-		(7,616)		-		-
Balance at June 30, 2012		$	7,382	$	2,855	$	17,705	$	2,356	$	155,711	$	186,009	$	(101,013)	$	(101,013)
Changes in unrealized gains
	(losses) included in earnings
	relating to assets still held
	at June 30, 2012	$	-	$	51	$	31	$	70	$	5,519	$	5,671	$	(1,251)	$	(1,251)

There were no transfers in and / or out of Level 1, Level 2, or Level 3 for financial instruments measured at fair value on a recurring basis during the quarters ended June 30, 2013 and 2012, and six months ended June 30, 2013. There were no transfers in and / or out of Level 1 for financial instruments measured at fair value on a recurring basis during the six months ended June 30, 2012. There were $ 2 million in transfers from Level 2 to Level 3 and $ 8 million in transfers from Level 3 to Level 2 for financial instruments measured at fair value on a recurring basis during the six months ended June 30, 2012. The transfers from Level 2 to Level 3 of trading mortgage-backed securities were the result of a change in valuation technique to a matrix pricing model, based on indicative prices provided by brokers. The transfers from Level 3 to Level 2 of trading mortgage-backed securities resulted from observable market data becoming available for these securities. The Corporation's policy is to recognize transfers as of the end of the reporting period.

Gains and losses (realized and unrealized) included in earnings for the quarter and six months ended June 30, 2013 and 2012 for Level 3 assets and liabilities included in the previous tables are reported in the consolidated statement of operations as follows:

	Quarter ended June 30, 2013				Six months ended June 30, 2013
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
Interest income	$	(2)	$	-	$	(3)	$	-
FDIC loss share (expense) income		(476)		(476)		(7,251)		(7,251)
Other service fees		(5,126)		2,569		(10,741)		4,013
Trading account profit (loss)		(187)		35		(371)		(49)
Total	$	(5,791)	$	2,128	$	(18,366)	$	(3,287)

	Quarter ended June 30, 2012				Six months ended June 30, 2012
			Changes in unrealized				Changes in unrealized
	Total gains		gains (losses) relating to		Total gains		gains (losses) relating to
	(losses) included		assets still held at		(losses) included		assets still held at
(In thousands)	in earnings		reporting date		in earnings		reporting date
Interest income	$	(1)	$	-	$	(3)	$	-
FDIC loss share (expense) income		(236)		(236)		(1,857)		(1,857)
Other service fees		(5,575)		(236)		(4,791)		5,519
Trading account profit (loss)		47		107		1,083		152
Other operating income		57		57		606		606
Total	$	(5,708)	$	(308)	$	(4,962)	$	4,420

The following table includes quantitative information about significant unobservable inputs used to derive the fair value of Level 3 instruments, excluding those instruments for which the unobservable inputs were not developed by the Corporation such as prices of prior transactions and/or unadjusted third-party pricing sources.

			Fair Value at			Weighted
			June 30,	Valuation	Unobservable	Average
(In thousands)			2013	Technique	Inputs	(Range)
Collateralized				Discounted	Weighted average life	2.4 years (0.1 - 5.3 years)
	mortgage			cash flow	Yield	4.1% (0.4% - 4.7%)
	obligations - trading	$	1,653	model	Constant prepayment rate	26.3% (23.0% - 27.6%)
Other - trading				Discounted	Weighted average life	5.6	years
				cash flow	Yield	12.2	%
		$	1,006	model	Constant prepayment rate	10.8	%
Mortgage servicing				Discounted	Prepayment speed	8.9% (5.4% - 25.1%)
	rights			cash flow	Weighted average life	11.2 years (4.0 - 18.7 years)
		$	153,444	model	Discount rate	11.9% (10.0% - 15.5%)
Contingent				Discounted	Credit loss rate on covered loans	17.7% (0.0% - 100.0%)
	consideration			cash flow	Risk premium component
		$	(119,253)	model	of discount rate	4.4	%
Loans held-in-portfolio				External	Haircut applied on
		$	36,330^[1]	Appraisal	external appraisals	20.5% (10.0% - 38.3%)
Other real estate owned				External	Haircut applied on
		$	30,406^[2]	Appraisal	external appraisals	28.4% (12.0% - 40.0%)

[1] Loans held-in-portfolio in which haircuts were not applied to external appraisals were excluded from this table.

[2] Other real estate owned in which haircuts were not applied to external appraisals were excluded from this table.

The significant unobservable inputs used in the fair value measurement of the Corporation's collateralized mortgage obligations and interest-only collateralized mortgage obligation (reported as “other”), which are classified in the “trading” category, are yield, constant prepayment rate, and weighted average life. Significant increases (decreases) in any of those inputs in isolation would result in significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the constant prepayment rate will generate a directionally opposite change in the weighted average life. For example, as the average life is reduced by a higher constant prepayment rate, a lower yield will be realized, and when there is a reduction in the constant prepayment rate, the average life of these collateralized mortgage obligations will extend, thus resulting in a higher yield. These particular financial instruments are valued internally by the Corporation's investment banking and broker-dealer unit utilizing internal valuation techniques. The unobservable inputs incorporated into the internal discounted cash flow models used to derive the fair value of collateralized mortgage obligations and interest-only collateralized mortgage obligation (reported as “other”), which are classified in the “trading” category, are reviewed by the Corporation's Corporate Treasury unit on a quarterly basis. In the case of Level 3 financial instruments which fair value is based on broker quotes, the Corporation's Corporate Treasury unit reviews the inputs used by the broker-dealers for reasonableness utilizing information available from other published sources and validates that the fair value measurements were developed in accordance with ASC Topic 820. The Corporate Treasury unit also substantiates the inputs used by validating the prices with other broker-dealers, whenever possible.

The significant unobservable inputs used in the fair value measurement of the Corporation's mortgage servicing rights are constant prepayment rates and discount rates. Increases in interest rates may result in lower prepayments. Discount rates vary according to products and / or portfolios depending on the perceived risk. Increases in discount rates result in a lower fair value measurement. The Corporation's Corporate Comptroller's unit is responsible for determining the fair value of MSRs, which is based on discounted cash flow methods based on assumptions developed by an external service provider, except for prepayment speeds, which are adjusted internally for the local market based on historical experience. The Corporation's Corporate Treasury unit validates the economic assumptions developed by the external service provider on a quarterly basis. In addition, an analytical review of prepayment speeds is performed quarterly by the Corporate Comptroller's unit. Significant variances in prepayment speeds are investigated by the Corporate Treasury unit. The Corporation's MSR Committee analyzes changes in fair value measurements of MSRs and approves the valuation assumptions at each reporting period. Changes in valuation assumptions must also be approved by the MSR Committee. The fair value of MSRs are compared with those of the external service provider on a quarterly basis in order to validate if the fair values are within the materiality thresholds established by management to monitor and investigate material deviations. Back-testing is performed to compare projected cash flows with actual historical data to ascertain the reasonability of the projected net cash flow results.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-Subparagraph a-d

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15C, 15D

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Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 3, 10, 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 157

-Paragraph 32, 33, 34

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Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 44A, 44B

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Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 10

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14064-108612

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 2

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+ Details