OFG BANCORP - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ 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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $1.00 per share	OFG	New York Stock Exchange
7.125% Noncumulative Monthly Income Preferred Stock, Series A ($25.00 liquidation preference per share)	OFG.PRA	New York Stock Exchange
7.0% Noncumulative Monthly Income Preferred Stock, Series B ($25.00 liquidation preference per share)	OFG.PRB	New York Stock Exchange
7.125% Noncumulative Perpetual Preferred Stock, Series D ($25.00 liquidation preference per share)	OFG.PRD	New York Stock Exchange

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 ☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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

Large Accelerated Filer ☐	Accelerated Filer ☑	Non-Accelerated Filer ☐	Smaller Reporting Company ☐
Emerging Growth Company ☐

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

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

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

51,347,056 common shares ($1.00 par value per share) outstanding as of July 31, 2019

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION			Page
Item 1.	Financial Statements
	Unaudited Consolidated Statements of Financial Condition		1
	Unaudited Consolidated Statements of Operations		3
	Unaudited Consolidated Statements of Comprehensive Income		5
	Unaudited Consolidated Statements of Changes in Stockholders’ Equity		6
	Unaudited Consolidated Statements of Cash Flows		7
	Notes to Unaudited Consolidated Financial Statements

		Note 1 – Organization, Consolidation and Basis of Presentation	9
		Note 2 – Significant Events	11
		Note 3 – Restricted Cash	12
		Note 4 – Investment Securities	12
		Note 5 – Loans	18
		Note 6 – Allowance for Loan and Lease Losses	46
		Note 7 – Foreclosed Real Estate	56
		Note 8 – Derivatives	57
		Note 9 – Accrued Interest Receivable and Other Assets	58
		Note 10 – Deposits and Related Interest	59
		Note 11 – Borrowings and Related Interest	61
		Note 12 – Offsetting of Financial Assets and Liabilities	63
		Note 13 – Income Taxes	66
		Note 14 – Regulatory Capital Requirements	67
		Note 15 – Stockholders’ Equity	69
		Note 16 – Accumulated Other Comprehensive Income	70
		Note 17 – Earnings per Common Share	73
		Note 18 – Guarantees	74
		Note 19 – Commitments and Contingencies	75
		Note 20 – Operating Leases	76
		Note 21 – Fair Value of Financial Instruments	78
		Note 22 – Banking and Financial Service Revenues	85
		Note 23 – Business Segments	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		90
		Critical Accounting Policies and Estimates	91
		Selected Financial Data	92
		Financial Highlights of the Second Quarter of 2019	94
		Analysis of Results of Operations	94
		Analysis of Financial Condition	108
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		132
Item 4.	Controls and Procedures		136
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		137
Item 1A.	Risk Factors		137
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		138
Item 3.	Default upon Senior Securities		138
Item 4.	Mine Safety Disclosures		138
Item 5.	Other Information		138
Item 6.	Exhibits		139
Signatures			140

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 “Oriental”), 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 Oriental’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 Oriental’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:

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

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

· a credit default by municipalities of the government of Puerto Rico;

· amendments to the fiscal plan approved by the Financial Oversight and Management Board for Puerto Rico;

· determinations in the court-supervised debt-restructuring process under Title III of PROMESA for the Puerto Rico government and all of its agencies, including some of its public corporations;

· the impact of property, credit and other losses in Puerto Rico as a result of hurricanes, earthquakes and other natural disasters;

· the amount of government, private and philanthropic financial assistance for the reconstruction of Puerto Rico’s critical infrastructure, which suffered catastrophic damages caused by hurricane Maria;

· the pace and magnitude of Puerto Rico’s economic recovery;

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

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

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

· the performance of the stock and bond markets;

· competition in the financial services industry;

· possible legislative, tax or regulatory changes;

· the receipt and timing of regulatory approvals required to consummate the acquisition of Scotiabank Puerto Rico (“SBPR”) and certain branch assets and liabilities in Puerto Rico and the U.S. Virgin Islands operations of The Bank of Nova Scotia (“BNS”) and the acquisition referred to as the “Scotiabank Transaction” and

· difficulties in integrating the operations expected to be acquired in the Scotiabank Transaction (“SBPR”).

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; Oriental’s ability to grow its core businesses; decisions to downsize, sell or close units or otherwise change Oriental’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 Oriental as of the date of this report, and other than as required by law, including the requirements of applicable securities laws, Oriental 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.

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018

	June 30,		December 31,
	2019		2018
	(In thousands)
ASSETS
Cash and cash equivalents:
Cash and due from banks	$	668,896	$	442,103
Money market investments		7,485		4,930
Total cash and cash equivalents		676,381		447,033
Restricted cash		1,049		3,030
Investments:
Trading securities, at fair value, with amortized cost of $511 (December 31, 2018 - $647)		412		360
Investment securities available-for-sale, at fair value, with amortized cost of $860,911 (December 31, 2018 - $854,511)		857,433		841,857
Investment securities held-to-maturity, at amortized cost, with fair value of $410,353 at December 31, 2018		-		424,740
Federal Home Loan Bank (FHLB) stock, at cost		12,821		12,644
Other investments		3		3
Total investments		870,669		1,279,604
Loans:
Loans held-for-sale, at lower of cost or fair value		14,676		10,368
Loans held for investment, net of allowance for loan losses of $162,642 (December 31, 2018 - $164,231)		4,459,821		4,421,226
Total loans		4,474,497		4,431,594
Other assets:
Foreclosed real estate		29,509		33,768
Accrued interest receivable		33,909		34,254
Deferred tax asset, net		111,147		113,763
Premises and equipment, net		71,001		68,892
Customers' liability on acceptances		23,610		16,937
Servicing assets		10,134		10,716
Derivative assets		26		347
Goodwill		86,069		86,069
Operating lease right-of-use assets		20,419		-
Other assets		55,707		57,345
Total assets	$	6,464,127	$	6,583,352

See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AS OF JUNE 30, 2019 AND DECEMBER 31, 2018 (CONTINUED)

	June 30,		December 31,
	2019		2018
	(In thousands)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Demand deposits	$	2,219,911	$	2,191,802
Savings accounts		1,222,109		1,212,259
Time deposits		1,503,117		1,504,054
Total deposits		4,945,137		4,908,115
Borrowings:
Securities sold under agreements to repurchase		240,324		455,508
Advances from FHLB		80,085		77,620
Subordinated capital notes		36,083		36,083
Other borrowings		338		1,214
Total borrowings		356,830		570,425
Other liabilities:
Derivative liabilities		985		333
Acceptances executed and outstanding		23,610		16,937
Operating lease liabilities		22,179		-
Accrued expenses and other liabilities		70,512		87,665
Total liabilities		5,419,253		5,583,475
Commitments and contingencies (See Note 18)
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, 2018 - 1,340,000 shares; 1,380,000 shares; and 960,000 shares) $25 liquidation value		92,000		92,000
Common stock, $1 par value; 100,000,000 shares authorized; 59,885,234 shares issued: 51,330,031 shares outstanding (December 31, 2018 - $59,885,234;
51,293,924)		59,885		59,885
Additional paid-in capital		620,368		619,381
Legal surplus		95,019		90,167
Retained earnings		284,459		253,040
Treasury stock, at cost, 8,555,203 shares (December 31, 2018 - 8,591,310 shares)		(103,171)		(103,633)
Accumulated other comprehensive loss, net of tax of $750 (December 31, 2018 - $1,677)		(3,686)		(10,963)
Total stockholders’ equity		1,044,874		999,877
Total liabilities and stockholders’ equity	$	6,464,127	$	6,583,352

See notes to unaudited consolidated financial statements

OFG BANCORP

UNADUTIED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands, except per share data)
Interest income:
Loans	$	85,080	$	78,429	$	169,199	$	153,041
Mortgage-backed securities		5,987		8,034		13,912		15,085
Investment securities and other		3,188		1,543		5,854		3,050
Total interest income		94,255		88,006		188,965		171,176
Interest expense:
Deposits		9,991		7,651		19,040		14,949
Securities sold under agreements to repurchase		2,106		1,840		4,892		2,918
Advances from FHLB and other borrowings		559		448		1,121		822
Subordinated capital notes		514		479		1,038		905
Total interest expense		13,170		10,418		26,091		19,594
Net interest income		81,085		77,588		162,874		151,582
Provision for loan losses, net		17,705		14,747		29,954		30,207
Net interest income after provision for loan and lease losses		63,380		62,841		132,920		121,375
Non-interest income:
Banking service revenue		10,776		11,144		21,241		21,607
Wealth management revenue		6,669		6,262		12,551		12,281
Mortgage banking activities		629		988		1,835		2,745
Total banking and financial service revenues		18,074		18,394		35,627		36,633

Sale of securities		4,776		-		4,776		-
Early extinguishment of debt		(7)		-		(7)		-
Other non-interest income		105		309		208		584
Total non-interest income, net		22,948		18,703		40,604		37,217
See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018 (CONTINUED)

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands, except per share data)
Non-interest expense:
Compensation and employee benefits		19,875		18,099		40,216		38,707
Occupancy, equipment and infrastructure costs		7,511		9,166		15,257		16,934
Electronic banking charges		5,128		5,415		10,193		10,382
Professional and service fees		3,427		3,146		6,635		5,840
Loss on sale of foreclosed real estate, other repossessed assets and credit related expenses		2,584		2,289		5,950		5,934
Information technology expenses		2,200		2,000		4,707		4,009
Taxes, other than payroll and income taxes		2,142		2,384		4,295		4,645
Advertising, business promotion, and strategic initiatives		1,315		1,024		2,526		2,371
Insurance		1,277		1,482		2,423		2,960
Loan servicing and clearing expenses		1,160		1,227		2,368		2,388
Merger and restructuring charges		1,000		-		1,000		-
Communication		859		815		1,599		1,700
Printing, postage, stationary and supplies		636		605		1,214		1,249
Director and investor relations		330		337		560		577
Other		2,008		4,311		4,661		6,725
Total non-interest expense		51,452		52,300		103,604		104,421
Income before income taxes		34,876		29,244		69,920		54,171
Income tax expense		10,897		9,595		22,471		17,605
Net income		23,979		19,649		47,449		36,566
Less: dividends on preferred stock		(1,628)		(3,465)		(3,256)		(6,930)
Income available to common shareholders	$	22,351	$	16,184	$	44,193	$	29,636
Earnings per common share:
Basic	$	0.44	$	0.36	$	0.86	$	0.67
Diluted	$	0.43	$	0.35	$	0.86	$	0.65
Average common shares outstanding and equivalents		51,680		51,226		51,652		51,157
Cash dividends per share of common stock	$	0.07	$	0.06	$	0.14	$	0.12

See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018


	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)

Net income	$	23,979	$	19,649	$	47,449	$	36,566
Other comprehensive income before tax:
Unrealized gain (loss) on securities available-for-sale		10,578		(3,638)		13,952		(14,964)
Realized gain on sale of securities available-for-sale		(4,776)		-		(4,776)		-
Unrealized (loss) gain on cash flow hedges		(629)		275		(972)		931
Other comprehensive gain (loss) before taxes		5,173		(3,363)		8,204		(14,033)
Income tax effect		(812)		286		(927)		1,720
Other comprehensive income (loss) after taxes		4,361		(3,077)		7,277		(12,313)
Comprehensive income	$	28,340	$	16,572	$	54,726	$	24,253

See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE QUARTERS AND SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018


	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Preferred stock:
Balance at beginning of period	$	92,000	$	176,000	$	92,000	$	176,000
Balance at end of period		92,000		176,000		92,000		176,000
Common stock:
Balance at beginning of period		59,885		52,626		59,885		52,626
Balance at end of period		59,885		52,626		59,885		52,626
Additional paid-in capital:
Balance at beginning of period		619,828		541,404		619,381		541,600
Stock-based compensation expense		540		343		987		635
Stock-based compensation excess tax benefit recognized in income		-		(13)		-		(140)
Lapsed restricted stock units		-		-		-		(361)
Balance at end of period		620,368		541,734		620,368		541,734
Legal surplus:
Balance at beginning of period		92,621		83,138		90,167		81,454
Transfer from retained earnings		2,398		2,111		4,852		3,795
Balance at end of period		95,019		85,249		95,019		85,249
Retained earnings:
Balance at beginning of period		268,101		210,008		253,040		200,878
Lease standard initial adoption		-		-		(736)		-
Net income		23,979		19,649		47,449		36,566
Cash dividends declared on common stock		(3,595)		(2,640)		(7,186)		(5,278)
Cash dividends declared on preferred stock		(1,628)		(3,465)		(3,256)		(6,930)
Transfer to legal surplus		(2,398)		(2,111)		(4,852)		(3,795)
Balance at end of period		284,459		221,441		284,459		221,441
Treasury stock:
Balance at beginning of period		(103,196)		(104,142)		(103,633)		(104,502)
Lapsed restricted stock units and options		25		173		462		533
Balance at end of period		(103,171)		(103,969)		(103,171)		(103,969)
Accumulated other comprehensive loss, net of tax:
Balance at beginning of period		(8,047)		(12,185)		(10,963)		(2,949)
Other comprehensive (loss), net of tax:		4,361		(3,077)		7,277		(12,313)
Balance at end of period		(3,686)		(15,262)		(3,686)		(15,262)
Total stockholders’ equity	$	1,044,874	$	957,819	$	1,044,874	$	957,819

See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018


	Six-Month Period Ended June 30,
	2019		2018
	(In thousands)
Cash flows from operating activities:
Net income	$	47,449	$	36,566
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred loan origination fees and fair value premiums on acquired loans		1,951		2,296
Amortization of investment securities premiums, net of accretion of discounts		2,602		3,045
Amortization of core deposit and customer relationship intangibles		585		659
Net change in operating leases		12		-
Depreciation and amortization of premises and equipment		4,209		4,454
Deferred income tax expense, net		1,689		4,001
Provision for loan losses, net		29,954		30,207
Stock-based compensation		987		635
Stock-based compensation excess tax benefit recognized in income		-		(140)
(Gain) loss on:
Sale of securities		(4,776)		-
Sale of loans		(256)		(185)
Derivatives		1		-
Early extinguishment of repurchase agreements		7		-
Foreclosed real estate and other repossessed assets		1,821		1,436
Sale of other repossessed assets		(55)		(9)
Sale of other assets		(29)		(44)
Originations of loans held-for-sale		(38,290)		(47,929)
Proceeds from sale of loans held-for-sale		9,735		11,306
Net (increase) decrease in:
Trading securities		(52)		(227)
Accrued interest receivable		345		15,493
Servicing assets		582		(1,008)
Other assets		958		6,683
Net (decrease) in:
Accrued interest on deposits and borrowings		(1,034)		(359)
Accrued expenses and other liabilities		(24,027)		(18,419)
Net cash provided by operating activities		34,368		48,461

See notes to unaudited consolidated financial statements

OFG BANCORP

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018 (CONTINUED)

	Six-Month Period Ended June 30,
	2019		2018
	(In thousands)
Cash flows from investing activities:
Purchases of:
Investment securities available-for-sale		(784)		(259,665)
FHLB stock		(1,167)		(99,365)
Maturities and redemptions of:
Investment securities available-for-sale		92,634		54,727
Investment securities held-to-maturity		-		38,640
FHLB stock		990		98,441
Proceeds from sales of:
Investment securities available-for-sale		354,501		-
Foreclosed real estate and other repossessed assets, including write-offs		24,452		25,059
Premises and equipment		42		873
Origination and purchase of loans, excluding loans held-for-sale		(564,647)		(693,586)
Principal repayment of loans		463,287		382,191
Additions to premises and equipment		(6,331)		(3,597)
Net cash provided by (used in) investing activities	$	362,977	$	(456,282)

Cash flows from financing activities:
Net increase (decrease) in:
Deposits		52,745		86,293
Securities sold under agreements to repurchase		(214,730)		194,879
FHLB advances, federal funds purchased, and other borrowings		1,585		28,816
Restricted units lapsed		462		172
Dividends paid on preferred stock		(2,855)		(6,930)
Dividends paid on common stock		(7,185)		(5,277)
Net cash (used in) provided by financing activities	$	(169,978)	$	297,953
Net change in cash, cash equivalents and restricted cash		227,367		(109,868)
Cash, cash equivalents and restricted cash at beginning of period		450,063		488,233
Cash, cash equivalents and restricted cash at end of period	$	677,430	$	378,365
Supplemental Cash Flow Disclosure and Schedule of Non-cash Activities:

Reconciliation of the Consolidated Statements of Cash Flows to the Consolidated Balance Sheets:
Cash and due from banks	$	668,896	$	368,344
Money market investments		7,485		6,991
Restricted cash		1,049		3,030
Total cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	677,430	$	378,365

Interest paid	$	26,324	$	19,095
Income taxes paid	$	29,371	$	8,890
Operating lease liabilities paid	$	3,329	$	-
Mortgage loans securitized into mortgage-backed securities	$	25,837	$	37,618
Transfer from held-to-maturity securities to available-for-sale securities	$	424,740	$	-
Transfer from loans to foreclosed real estate and other repossessed assets	$	22,183	$	25,465
Reclassification of loans held-for-investment portfolio to held-for-sale portfolio	$	1,383	$	-
Reclassification of loans held-for-sale portfolio to held-for-investment portfolio	$	49	$	1,247
Financed sales of foreclosed real estate	$	703	$	667
Loans booked under the GNMA buy-back option	$	11,675	$	14,521
Initial recognition of operating lease right-of-use assets	$	21,930	$	-
Initial recognition of operating lease liabilities	$	23,689	$	-
See notes to unaudited consolidated financial statements

OFG BANCORP

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, CONSOLIDATION AND BASIS OF PRESENTATION

Nature of Operations

OFG Bancorp (“Oriental”) is a publicly-owned financial holding company incorporated under the laws of the Commonwealth of Puerto Rico. Oriental 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”), a retirement plan administrator, Oriental Pension Consultants, Inc. (“OPC”), and two operating subsidiaries of the Bank, OFG USA LLC ("OFG USA") and Oriental International Bank Inc. (“OIB”). Through these subsidiaries and their respective divisions, Oriental 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 February 6, 2017, the Bank and the FDIC agreed to terminate the shared-loss agreements related to the Eurobank Acquisition. On December 18, 2012, Oriental 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.” These acquired businesses have been integrated with Oriental’s existing business.

New Accounting Updates Adopted in 2019

Leases. In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), the FASB issued ASU No. 2016-02, under the new guidance, lessees are required to recognize the following for all leases (with the exception of short-term leases): 1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting under the new guidance remains largely unchanged as it is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases. Leveraged leases have been eliminated, although lessors can continue to account for existing leveraged leases using the current accounting guidance. Other limited changes were made to align lessor accounting with the lessee accounting model and the new revenue recognition standard. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures are required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As Oriental elected the transition option provided in ASU No. 2018-11 (see below), the modified retrospective approach was applied on January 1, 2019 (as opposed to January 1, 2017). Oriental also elected certain relief options offered in ASU 2016-02 including the package of practical expedients and the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with terms of twelve months or less). Oriental also elected the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right-of-use assets. Oriental has several lease agreements, mainly branch locations, which are considered operating leases, and therefore, were not previously recognized on Oriental’s consolidated statements of financial condition. The new guidance requires these lease agreements to be recognized on the consolidated statements of financial condition as a right-of-use asset and a corresponding lease liability. The new guidance did not have a material impact on the consolidated statements of operations or the consolidated statements of cash flows. See Note 19 Leases for more information.

Leases - Targeted Improvements. In July 2018, the FASB issued ASU No. 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU No. 2016-02. Specifically, under the amendments in ASU 2018-11: (1) entities may elect not to recast the comparative periods presented when transitioning to the new leasing standard, and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. The amendments have the same effective date as ASU 2016-02 (January 1, 2019 for Oriental). Oriental adopted ASU 2018-11 on its required effective date of January 1, 2019 and elected both transition options mentioned above. ASU 2018-11 did not have a material impact on Oriental’s consolidated financial statements.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Narrow-Scope Improvements for Lessors. In December 2018, the FASB issued ASU No. 2018-20 which allows lessors to make an accounting policy election of presenting sales taxes and other similar taxes collected from lessees on a net basis, (2) requires a lessor to exclude lessor costs paid directly by a lessee to third parties on the lessor’s behalf and include lessor costs that are paid by the lessor and reimbursed by the lessee in the measurement of variable lease revenue and the associated expense, and (3) clarifies that when lessors allocate variable payments to lease and non-lease components they are required to follow the recognition guidance in the new leases standard for the lease component and other applicable guidance, such as the new revenue standard, for the non-lease component. Oriental adopted ASU 2018-20 on its required effective date of January 1, 2019 and elected to present sales taxes and other similar taxes collected from lessees on a net basis as described in (1) above. ASU 2018-20 did not have a material impact on Oriental’s consolidated financial statements.

Leases: Codification Improvements. In March 2019, the FASB issued ASU No. 2019-01 which states that for lessors that are not manufacturers or dealers, the fair value of the underlying asset is its cost, less any volume or trade discounts, as long as there isn’t a significant amount of time between acquisition of the asset and lease commencement; (2) clarifies that lessors in the scope of ASC 942 (such as Oriental) must classify principal payments received from sales-type and direct financing leases in investing activities in the statement of cash flows; and (3) clarifies the transition guidance related to certain interim disclosures provided in the year of adoption. To coincide with the adoption of ASU No. 2016-02, Oriental elected to early adopt ASU 2019-01 on January 1, 2019. The adoption of this ASU did not have a material impact on Oriental’s consolidated financial statements.

Targeted Improvements to Accounting for Hedging Activities. In August 2017, the FASB issued ASU No. 2017-12 with the objectives to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities; and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. This guideline allows the entity to elect whether to perform quantitative or qualitative assessments for their hedge accounting transactions. In addition, the guideline provides that “an entity may reclassify a debt security from held-to-maturity (HTM) to available-for-sale (AFS) if the debt security is eligible to be hedged under the last-of-layer method in accordance with paragraph 815-20-25-12A. Any unrealized gain or loss at the date of the transfer shall be recorded in accumulated other comprehensive income in accordance with paragraph 320-10-35-10(c).” Transition elections must be adopted within the timeframe outlined in paragraphs 815-20-65-3(f) to 65-3(g). This includes the transition election available for the transfer of eligible securities from the HTM to the AFS category. ASU No. 2017-12 is effective for interim and annual reporting periods beginning after December 15, 2018. Oriental elected to maintain its current quantitative assessment for the existing hedge accounting transaction. In addition, Oriental elected to reclassify all of the securities in its held-to-maturity portfolio amounting to $424.7 million to its available-for-sale portfolio, as they were debt securities that qualified as eligible to be hedged under the last-of-layer method. The new guidance did not have a material impact on the consolidated statements of operations or the consolidated statement of cash flows.

New Accounting Updates Not Yet Adopted

Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force). In August 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Accordingly, ASU 2018-15 requires an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The ASU also requires the entity (customer) to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. This ASU is the final version of Proposed Accounting Standards Update 2018–230—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which has been deleted. This ASU will be applied prospectively for annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted. The effects of this standard on our consolidated statement of financial position, results of operations or cash flows are not expected to be material.

Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, which modifies disclosure requirements related to fair value measurement. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 15, 2019. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. Early adoption is permitted. The standard also allows for early adoption of any removed or modified disclosures upon issuance of this ASU while delaying adoption of the additional disclosures until their effective date.

Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-04, which simplifies the measurement of goodwill impairment. An entity will no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. This ASU will be applied prospectively for annual and interim periods in fiscal years beginning after December 15, 2019. The effects of this standard on our consolidated statement of financial position, results of operations or cash flows are not expected to be material.

Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU No. 2016-13, which includes an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. ASU No. 2016-13 is effective for fiscal years, and interim periods, beginning after December 15, 2019. Oriental will implement ASU No. 2016-13 on January 1, 2020. While we continue to assess the impact of ASU No. 2016-13, we have developed a roadmap with time schedules in place from 2016 to implementation date. Oriental's cross-functional implementation team has developed a project plan to ensure we comply with all updates from this ASU at the time of adoption. We are currently in the implementation of our selected software and are in the process of model development and validation. Oriental will keep disclosing relevant information of concerning implementation process and impact of ASU No. 2016-13, as well as the updating of policies, procedures and internal controls, in preparation for performing a full parallel run during the third quarter of 2019. Oriental’s preliminary evaluation indicates the provisions of ASU No. 2016-13 are expected to impact Oriental’s consolidated financial statements, in particular the level of the reserve for credit losses. Oriental is continuing to evaluate the extent of the potential impact and expects that portfolio composition and economic conditions at the time of adoption will be a factor.

NOTE 2 – SIGNIFICANT EVENTS

On June 26, 2019, Oriental entered into (i) a definitive Stock Purchase Agreement (the “Stock Purchase Agreement”) with The Bank of Nova Scotia (“BNS”), (ii) a definitive Sale and Purchase Agreement (USVI) (the “USVI Purchase Agreement”) with BNS and (iii) a definitive Sale and Purchase Agreement (PR) (the “PR Purchase Agreement” and, together with the Stock Purchase Agreement and the USVI Purchase Agreement, the “Purchase Agreements”) with BNS. This transaction is referred to as the “Scotiabank Transaction.”

Pursuant to the Stock Purchase Agreement, Oriental will acquire all of the issued and outstanding shares of common and preferred stock of Scotiabank de Puerto Rico, a bank chartered under the laws of Puerto Rico (“SBPR”). In addition, the Stock Purchase Agreement contemplates that, immediately following the closing, SBPR will merge with and into Oriental Bank, with Oriental Bank continuing as the surviving bank. Pursuant to the USVI Purchase Agreement, Oriental will acquire the banking operations of BNS in the U.S. Virgin Islands (“USVI”) through an acquisition of certain assets (including loans, ATMs and physical branch locations) and an assumption of certain liabilities (including deposits). Also, pursuant to the PR Purchase Agreement, Oriental agreed to acquire certain loans and other assets, and to assume certain deposits and other liabilities from the Puerto Rico branch of BNS. The unaudited consolidated financial statements do not contemplate the effect of the Scotiabank Transaction, which has not been consummated at June 30, 2019.

Closing of the Scotiabank Transaction is targeted for before year end 2019 and is subject to certain customary conditions, including the receipt of required regulatory approvals as described in the Purchase Agreements.

Under the Purchase Agreements, Oriental may be required to reimburse BNS for its reasonable and documented out-of-pocket transaction expenses not to exceed $2 million if the closing of the Scotiabank Transaction does not occur before one year after execution of the Purchase Agreements, subject to certain conditions. There can be no assurance as to when or whether the Scotiabank Transaction will be consummated and what amounts Oriental may be obligated to pay under the Scotiabank Transaction.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 3 – RESTRICTED CASH

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

	June 30,		December 31,
	2019		2018
	(In thousands)
Cash pledged as collateral to other financial institutions to secure:
Derivatives	$	-	$	1,980
Obligations under agreement of loans sold with recourse		1,049		1,050
	$	1,049	$	3,030

At June 30, 2019 and December 31, 2018, the Bank’s international banking entities, OIB and Oriental Overseas, a division of the Bank, held short-term highly liquid securities in the amount of $305 thousand and $325 thousand, respectively, as the legal reserve required for international banking entities under Puerto Rico law. These instruments cannot be withdrawn or transferred by OIB or Oriental Overseas without prior written approval of the Office of the Commissioner of Financial Institutions of Puerto Rico (the "OCFI").

As part of its derivative activities, Oriental enters into collateral agreements with certain financial counterparties. At June 30, 2019 collateral agreements have expired. At December 31, 2018, Oriental had delivered approximately $2.0 million of cash as collateral for such derivatives activities.

Oriental has a contract with FNMA which requires collateral to guarantee the repurchase, if necessary, of loans sold with recourse. At June 30, 2019 and December 31, 2018, Oriental delivered as collateral cash amounting to approximately $1.0 million and $1.1 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 June 30, 2019 was $208.3 million (December 31, 2018 - $211.6 million). At June 30, 2019 and December 31, 2018, the Bank complied with this 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 4 – INVESTMENT SECURITIES

Money Market Investments

Oriental 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 June 30, 2019 and December 31, 2018, money market instruments included as part of cash and cash equivalents amounted to $7.5 million and $4.9 million, respectively.

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 Oriental at June 30, 2019 and December 31, 2018 were as follows:

	June 30, 2019
			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	$	694,431	$	1,277	$	5,352	$	690,356	2.19%
GNMA certificates		93,126		1,228		7		94,347	2.84%
CMOs issued by US government-sponsored agencies		59,238		-		608		58,630	1.90%
Total mortgage-backed securities		846,795		2,505		5,967		843,333	2.24%
Investment securities
US Treasury securities		10,938		1		32		10,907	1.36%
Obligations of US government-sponsored agencies		2,147		-		16		2,131	1.38%
Other debt securities		1,031		31		-		1,062	2.97%
Total investment securities		14,116		32		48		14,100	1.48%
Total securities available for sale	$	860,911	$	2,537	$	6,015	$	857,433	2.23%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
			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	$	561,878	$	404	$	8,951	$	553,331	2.59%
GNMA certificates		211,947		1,050		2,827		210,170	3.10%
CMOs issued by US government-sponsored agencies		66,230		-		2,166		64,064	1.90%
Total mortgage-backed securities		840,055		1,454		13,944		827,565	2.66%
Investment securities
US Treasury securities		10,924		-		119		10,805	1.36%
Obligations of US government-sponsored agencies		2,325		-		60		2,265	1.38%
Other debt securities		1,207		15		-		1,222	2.99%
Total investment securities		14,456		15		179		14,292	1.50%
Total securities available-for-sale	$	854,511	$	1,469	$	14,123	$	841,857	2.64%

Held-to-maturity
Mortgage-backed securities
FNMA and FHLMC certificates	$	424,740	$	-	$	14,387	$	410,353	2.07%

On January 1, 2019, Oriental adopted the Accounting Standard Update ("ASU") No. 2017-12 and reclassified all of its mortgage backed securities with a carrying value of $424.7 million and unrealized losses of $14.4 million from the held-to-maturity portfolio into the available-for-sale portfolio.

The amortized cost and fair value of Oriental’s investment securities at June 30, 2019, 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.

	June 30, 2019
	Available-for-sale
	Amortized Cost		Fair Value
	(In thousands)
Mortgage-backed securities
Due from 1 to 5 years
FNMA and FHLMC certificates	$	2,509	$	2,536
Total due from 1 to 5 years		2,509		2,536
Due after 5 to 10 years
CMOs issued by US government-sponsored agencies	$	52,094	$	51,538
FNMA and FHLMC certificates		192,744		192,666
Total due after 5 to 10 years		244,838		244,204
Due after 10 years
FNMA and FHLMC certificates	$	499,178	$	495,154
GNMA certificates		93,126		94,347
CMOs issued by US government-sponsored agencies		7,144		7,092
Total due after 10 years		599,448		596,593
Total mortgage-backed securities		846,795		843,333
Investment securities
Due less than one year
US Treasury securities	$	10,938	$	10,907
Total due in less than one year		10,938		10,907
Due from 1 to 5 years
Obligations of US government-sponsored agencies	$	2,147	$	2,131
Other debt securities		100		100
Total due from 1 to 5 years		2,247		2,231
Due from 5 to 10 years
Other debt securities		931		962
Total due after 5 to 10 years		931		962
Total investment securities		14,116		14,100
Total	$	860,911	$	857,433

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During the six-month period ended June 30, 2019, Oriental retained securitized GNMA pools totaling $25.7 million amortized cost, at a yield of 3.69% from its own originations while, during the six-month period ended June 30, 2018 that amount totaled $37.6 million amortized cost, at a yield of 3.45%.

During the quarter ended June 30, 2019 Oriental sold $349.7 million available-for-sale mortgage-backed securities and recognized a gain in the sale of $4.8 million. During the quarters ended June 30, 2019 and 2018 and the six-month period ended June 30, 2018, Oriental did not sell mortgage-backed securities or investment securities.

	Six-Month Period Ended June 30, 2019
			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	$	213,376	$	211,549	$	1,827	$	-
GNMA certificates	$	141,125	$	138,177	$	2,949	$	-
Total	$	354,501	$	349,726	$	4,776	$	-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables show Oriental’s gross unrealized losses and fair value of investment securities available-for-sale and held-to-maturity at June 30, 2019 and December 31, 2018, aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:

	June 30, 2019
	12 months or more
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
CMOs issued by US Government-sponsored agencies	$	59,238	$	608	$	58,630
FNMA and FHLMC certificates		480,959		5,352		475,607
Obligations of US Government and sponsored agencies		2,147		16		2,131
GNMA certificates		4,181		6		4,175
US Treasury Securities		9,990		32		9,958
	$	556,515	$	6,014	$	550,501

	Less than 12 months
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
GNMA certificates		20		1		19
	$	20	$	1	$	19

	Total
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
CMOs issued by US government-sponsored agencies	$	59,238	$	608	$	58,630
FNMA and FHLMC certificates		480,959		5,352		475,607
Obligations of US government and sponsored agencies		2,147		16		2,131
GNMA certificates		4,201		7		4,194
US Treasury Securities		9,990		32		9,958
	$	556,535	$	6,015	$	550,520

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
	12 months or more
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
CMOs issued by US Government-sponsored agencies	$	66,230	$	2,166	$	64,064
FNMA and FHLMC certificates		357,955		8,603		349,352
Obligations of US Government and sponsored agencies		2,325		60		2,265
GNMA certificates		131,044		2,739		128,305
US Treasury Securities		9,977		119		9,858
	$	567,531	$	13,687	$	553,844
Securities held-to-maturity
FNMA and FHLMC certificates	$	424,740	$	14,387	$	410,353

	Less than 12 months
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
FNMA and FHLMC certificates		109,772		348		109,424
GNMA certificates		17,126		88		17,038
US Treasury Securities		323		-		323
	$	127,221	$	436	$	126,785

	Total
	Amortized		Unrealized		Fair
	Cost		Loss		Value
	(In thousands)
Securities available-for-sale
CMOs issued by US Government-sponsored agencies		66,230		2,166		64,064
FNMA and FHLMC certificates		467,727		8,951		458,776
Obligations of US government and sponsored agencies		2,325		60		2,265
GNMA certificates		148,170		2,827		145,343
US Treasury Securities		10,300		119		10,181
	$	694,752	$	14,123	$	680,629
Securities held-to-maturity
FNMA and FHLMC certificates	$	424,740	$	14,387	$	410,353

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental performs valuations of the investment securities on a monthly basis. Moreover, Oriental 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 Oriental believes that the methodology used to value these exposures is reasonable, the methodology is subject to continuing improvement, 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.

All of the investments ($556.5 million, amortized cost) with an unrealized loss position at June 30, 2019 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.

NOTE 5 - LOANS

Oriental’s loan portfolio 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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The composition of Oriental’s loan portfolio at June 30, 2019 and December 31, 2018 was as follows:

	June 30,		December 31,
	2019		2018
	(In thousands)
Originated and other loans and leases held for investment:
Mortgage	$	635,616	$	668,809
Commercial		1,616,973		1,597,588
Consumer		356,110		348,980
Auto and leasing		1,218,070		1,129,695
		3,826,769		3,745,072
Allowance for loan and lease losses on originated and other loans and leases		(89,952)		(95,188)
		3,736,817		3,649,884
Deferred loan costs, net		9,251		7,740
Total originated and other loans held for investment, net		3,746,068		3,657,624
Acquired loans:
Acquired BBVAPR loans:
Accounted for under ASC 310-20 (Loans with revolving feature and/or
acquired at a premium)
Commercial		2,249		2,546
Consumer		21,966		23,988
Auto		996		4,435
		25,211		30,969
Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-20		(1,685)		(2,062)
		23,526		28,907
Accounted for under ASC 310-30 (Loans acquired with deteriorated
credit quality, including those by analogy)
Mortgage		476,081		492,890
Commercial		169,481		182,319
Auto		6,462		14,403
		652,024		689,612
Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-30		(45,427)		(42,010)
		606,597		647,602
Total acquired BBVAPR loans, net		630,123		676,509
Acquired Eurobank loans:
Loans secured by 1-4 family residential properties		61,920		63,392
Commercial		46,421		47,826
Consumer		867		846
Total acquired Eurobank loans		109,208		112,064
Allowance for loan and lease losses on Eurobank loans		(25,578)		(24,971)
Total acquired Eurobank loans, net		83,630		87,093
Total acquired loans, net		713,753		763,602
Total held for investment, net		4,459,821		4,421,226
Mortgage loans held-for-sale		14,676		10,368
Total loans, net	$	4,474,497	$	4,431,594

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Originated and Other Loans and Leases Held for Investment

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

The tables below present the aging of the recorded investment in gross originated and other loans held for investment at June 30, 2019 and December 31, 2018, 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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Mortgage
Traditional (by origination year):
Up to the year 2002	$	291	$	614	$	2,850	$	3,755	$	34,667	$	38,422	$	228
Years 2003 and 2004		82		2,576		4,756		7,414		63,642		71,056		-
Year 2005		83		1,599		2,991		4,673		32,597		37,270		-
Year 2006		-		1,496		4,283		5,779		47,234		53,013		-
Years 2007, 2008 and 2009		224		398		4,305		4,927		50,811		55,738		196
Years 2010, 2011, 2012, 2013		224		784		6,618		7,626		97,428		105,054		320
Years 2014, 2015, 2016, 2017 and 2018		-		491		1,893		2,384		141,205		143,589		-
		904		7,958		27,696		36,558		467,584		504,142		744
Non-traditional		-		115		3,439		3,554		9,339		12,893		-
Loss mitigation program		9,371		5,955		14,926		30,252		76,422		106,674		1,381
		10,275		14,028		46,061		70,364		553,345		623,709		2,125
Home equity secured personal loans		-		-		-		-		232		232		-
GNMA's buy-back option program		-		-		11,675		11,675		-		11,675		-
		10,275		14,028		57,736		82,039		553,577		635,616		2,125
Commercial
Commercial secured by real estate:
Corporate		-		-		8,883		8,883		254,560		263,443		-
Institutional		-		-		-		-		73,213		73,213		-
Middle market		-		500		5,334		5,834		203,853		209,687		-
Retail		913		220		6,543		7,676		230,623		238,299		-
Floor plan		-		-		-		-		3,100		3,100		-
Real estate		-		-		-		-		18,317		18,317		-
		913		720		20,760		22,393		783,666		806,059		-
Other commercial and industrial:
Corporate		-		-		-		-		148,747		148,747		-
Institutional		-		-		-		-		158,462		158,462		-
Middle market		42		250		4,826		5,118		81,754		86,872		-
Retail		562		197		428		1,187		368,766		369,953		-
Floor plan		39		15		6		60		46,820		46,880		-
		643		462		5,260		6,365		804,549		810,914		-
		1,556		1,182		26,020		28,758		1,588,215		1,616,973		-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Consumer
Credit cards	$	709	$	286	$	572	$	1,567	$	26,321	$	27,888	$	-
Overdrafts		30		-		-		30		154		184		-
Personal lines of credit		91		25		28		144		1,859		2,003		-
Personal loans		4,996		2,237		1,225		8,458		301,522		309,980		-
Cash collateral personal loans		233		10		374		617		15,438		16,055		-
		6,059		2,558		2,199		10,816		345,294		356,110		-
Auto and leasing		69,495		29,130		12,021		110,646		1,107,424		1,218,070		-
Total	$	87,385	$	46,898	$	97,976	$	232,259	$	3,594,510	$	3,826,769	$	2,125

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Mortgage
Traditional (by origination year):
Up to the year 2002	$	77	$	1,516	$	2,707	$	4,300	$	36,344	$	40,644	$	168
Years 2003 and 2004		91		2,412		5,632		8,135		67,707		75,842		-
Year 2005		-		552		3,531		4,083		35,004		39,087		-
Year 2006		255		1,693		5,074		7,022		49,213		56,235		-
Years 2007, 2008 and 2009		255		1,059		6,677		7,991		52,781		60,772		56
Years 2010, 2011, 2012, 2013		253		328		8,697		9,278		104,429		113,707		270
Years 2014, 2015, 2016 and 2017		-		483		1,462		1,945		139,500		141,445		-
		931		8,043		33,780		42,754		484,978		527,732		494
Non-traditional		-		116		3,085		3,201		11,072		14,273		-
Loss mitigation program		10,793		6,258		19,389		36,440		70,393		106,833		2,223
		11,724		14,417		56,254		82,395		566,443		648,838		2,717
Home equity secured personal loans		9		-		-		9		241		250		-
GNMA's buy-back option program		-		-		19,721		19,721		-		19,721		-
		11,733		14,417		75,975		102,125		566,684		668,809		2,717
Commercial
Commercial secured by real estate:
Corporate		-		-		-		-		289,052		289,052		-
Institutional		-		-		1,200		1,200		68,413		69,613		-
Middle market		-		1,430		5,202		6,632		200,831		207,463		-
Retail		1,641		463		8,570		10,674		213,440		224,114		-
Floor plan		-		-		-		-		4,184		4,184		-
Real estate		-		-		-		-		19,009		19,009		-
		1,641		1,893		14,972		18,506		794,929		813,435		-
Other commercial and industrial:
Corporate		-		-		-		-		179,885		179,885		-
Institutional		-		-		-		-		156,410		156,410		-
Middle market		917		-		6,020		6,937		81,030		87,967		-
Retail		571		546		817		1,934		308,278		310,212		-
Floor plan		-		-		46		46		49,633		49,679		-
		1,488		546		6,883		8,917		775,236		784,153		-
		3,129		2,439		21,855		27,423		1,570,165		1,597,588		-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Consumer
Credit cards	$	725	$	363	$	411	$	1,499	$	26,535	$	28,034	$	-
Overdrafts		10		-		-		10		204		214		-
Personal lines of credit		57		11		22		90		1,827		1,917		-
Personal loans		3,966		1,740		1,262		6,968		296,151		303,119		-
Cash collateral personal loans		74		339		3		416		15,280		15,696		-
		4,832		2,453		1,698		8,983		339,997		348,980		-
Auto and leasing		58,094		27,945		13,494		99,533		1,030,162		1,129,695		-
Total	$	77,788	$	47,254	$	113,022	$	238,064	$	3,507,008	$	3,745,072	$	2,717

At both June 30, 2019, and December 31, 2018, Oriental had a carrying balance of $91.4 million in current status, 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 originated and other loans granted to the Puerto Rico government 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.

Acquired Loans

Acquired loans were initially measured at fair value and subsequently accounted for under either ASC 310-30 or ASC 310-20. We have acquired loans in the acquisitions of 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 are accounted for under the guidance of ASC 310-20, which requires that any contractually required loan payment receivable in excess of Oriental’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 Oriental’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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables present the aging of the recorded investment in gross acquired BBVAPR loans accounted for under ASC 310-20 as of June 30, 2019 and December 31, 2018, by class of loans:

	June 30, 2019
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Commercial
Commercial secured by real estate
Retail	$	-	$	-	$	28	$	28	$	-	$	28	$	-
Floor plan		-		-		798		798		60		858		-
		-		-		826		826		60		886		-
Other commercial and industrial
Retail		61		24		-		85		1,278		1,363		-
		61		24		-		85		1,278		1,363		-
		61		24		826		911		1,338		2,249		-
Consumer
Credit cards		434		90		276		800		19,073		19,873		-
Personal loans		39		43		11		93		2,000		2,093		-
		473		133		287		893		21,073		21,966		-
Auto		132		90		58		280		716		996		-
Total	$	666	$	247	$	1,171	$	2,084	$	23,127	$	25,211	$	-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
													Loans 90+
													Days Past
													Due and
	30-59 Days		60-89 Days		90+ Days		Total Past						Still
	Past Due		Past Due		Past Due		Due		Current		Total Loans		Accruing
	(In thousands)
Commercial
Commercial secured by real estate
Retail	$	-	$	-	$	54	$	54	$	-	$	54	$	-
Floor plan		-		-		888		888		94		982		-
		-		-		942		942		94		1,036		-
Other commercial and industrial
Retail		30		11		8		49		1,461		1,510		-
		30		11		8		49		1,461		1,510		-
		30		11		950		991		1,555		2,546		-
Consumer
Credit cards		499		147		380		1,026		20,796		21,822		-
Personal loans		64		32		18		114		2,052		2,166		-
		563		179		398		1,140		22,848		23,988		-
Auto		405		241		200		846		3,589		4,435		-
Total	$	998	$	431	$	1,548	$	2,977	$	27,992	$	30,969	$	-

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 Oriental 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 June 30, 2019 and December 31, 2018 is as follows:

	June 30,		December 31,
		2019		2018
		(In thousands)
Contractual required payments receivable:	$	1,250,597	$	1,304,545
Less: Non-accretable discount		346,055		345,423
Cash expected to be collected		904,542		959,122
Less: Accretable yield		252,518		269,510
Carrying amount, gross		652,024		689,612
Less: allowance for loan and lease losses		45,427		42,010
Carrying amount, net	$	606,597	$	647,602

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

At June 30, 2019 and December 31, 2018, Oriental had $44.6 million and $44.5 million, respectively, in loans granted to Puerto Rico municipalities as part of its acquired BBVAPR loans accounted for under ASC 310-30. These loans are primarily secured municipal general obligations.

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 six-month periods ended June 30, 2019 and 2018:

	Quarter Ended June 30, 2019
	Mortgage		Commercial		Auto		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	226,907	$	37,379	$	180	$	427	$	264,893
Accretion		(6,115)		(2,488)		(139)		(190)		(8,932)
Change in expected cash flows		-		1,375		8		190		1,573
Transfer to non-accretable discount		(3,243)		(1,628)		(6)		(139)		(5,016)
Balance at end of period	$	217,549	$	34,638	$	43	$	288	$	252,518

Non-Accretable Discount Activity:
Balance at beginning of period	$	290,100	$	9,911	$	24,056	$	18,835	$	342,902
Change in actual and expected losses		(1,085)		(635)		21		(164)		(1,863)
Transfer from accretable yield		3,243		1,628		6		139		5,016
Balance at end of period	$	292,258	$	10,904	$	24,083	$	18,810	$	346,055

	Six-Month Period Ended June 30, 2019
	Mortgage		Commercial		Auto		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	232,199	$	36,508	$	243	$	560	$	269,510
Accretion		(12,465)		(5,144)		(355)		(488)		(18,452)
Change in expected cash flows		-		4,640		11		488		5,139
Transfer (to) from non-accretable discount		(2,185)		(1,366)		144		(272)		(3,679)
Balance at end of period	$	217,549	$	34,638	$	43	$	288	$	252,518

Non-Accretable Discount Activity:
Balance at beginning of period	$	291,887	$	10,346	$	24,245	$	18,945	$	345,423
Change in actual and expected losses		(1,814)		(808)		(18)		(407)		(3,047)
Transfer from (to) accretable yield		2,185		1,366		(144)		272		3,679
Balance at end of period	$	292,258	$	10,904	$	24,083	$	18,810	$	346,055

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
	Mortgage		Commercial		Auto		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	248,379	$	45,711	$	1,726	$	649	$	296,465
Accretion		(6,915)		(3,597)		(656)		(194)		(11,362)
Change in actual and expected losses		-		2,775		400		73		3,248
Transfer (to) from non-accretable discount		2,439		(2,368)		(399)		(31)		(359)
Balance at end of period	$	243,903	$	42,521	$	1,071	$	497	$	287,992

Non-Accretable Discount Activity:
Balance at beginning of period	$	301,107	$	10,731	$	23,443	$	19,309	$	354,590
Change in actual and expected losses		(2,531)		(1,956)		(197)		(8)		(4,692)
Transfer from accretable yield		(2,439)		2,368		399		31		359
Balance at end of period	$	296,137	$	11,143	$	23,645	$	19,332	$	350,257

	Six-Month Period Ended June 30, 2018
	Mortgage		Commercial		Auto		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	258,498	$	46,764	$	2,766	$	885	$	308,913
Accretion		(13,988)		(7,282)		(1,525)		(450)		(23,245)
Change in actual and expected losses		-		5,931		826		131		6,888
Transfer (to) from non-accretable discount		(607)		(2,892)		(996)		(69)		(4,564)
Balance at end of period	$	243,903	$	42,521	$	1,071	$	497	$	287,992

Non-Accretable Discount Activity:
Balance at beginning of period	$	299,501	$	10,596	$	23,050	$	19,284	$	352,431
Change in actual and expected losses		(3,971)		(2,345)		(401)		(21)		(6,738)
Transfer from (to) accretable yield		607		2,892		996		69		4,564
Balance at end of period	$	296,137	$	11,143	$	23,645	$	19,332	$	350,257

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Acquired Eurobank Loans

The carrying amount of acquired Eurobank loans at June 30, 2019 and December 31, 2018 is as follows:

	June 30		December 31,
	2019		2018
	(In thousands)
Contractual required payments receivable	$	149,401	$	156,722
Less: Non-accretable discount		1,799		2,959
Cash expected to be collected		147,602		153,763
Less: Accretable yield		38,394		41,699
Carrying amount, gross		109,208		112,064
Less: Allowance for loan and lease losses		25,578		24,971
Carrying amount, net	$	83,630	$	87,093

The following tables describe the accretable yield and non-accretable discount activity of acquired Eurobank loans for the quarters and six-months periods ended June 30, 2019 and 2018:

	Quarter Ended June 30, 2019
	Loans Secured by 1-4 Family Residential Properties		Commercial		Construction & Development Secured by 1-4 Family Residential Properties		Leasing		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	36,368		2,260		654		-		-		39,282
Accretion		(1,280)		(1,199)		-		(3)		(17)		(2,499)
Change in expected cash flows		30		910		-		(10)		31		961
Transfer from (to) non-accretable discount		817		(115)		(51)		13		(14)		650
Balance at end of period	$	35,935	$	1,856	$	603	$	-	$	-	$	38,394

Non-Accretable Discount Activity:
Balance at beginning of period	$	875		-		1,551		-		116		2,542
Change in actual and expected losses		21		(115)		-		13		(12)		(93)
Transfer (to) from accretable yield		(817)		115		51		(13)		14		(650)
Balance at end of period	$	79	$	-	$	1,602	$	-	$	118	$	1,799

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Six-Month Period Ended June 30, 2019
	Loans Secured by 1-4 Family Residential Properties		Commercial		Construction & Development Secured by 1-4 Family Residential Properties		Leasing		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	37,734	$	3,310	$	655	$	-	$	-	$	41,699
Accretion		(2,631)		(2,364)		-		(15)		(63)		(5,073)
Change in expected cash flows		(393)		866		-		(41)		118		550
Transfer from (to) non-accretable discount		1,225		44		(52)		56		(55)		1,218
Balance at end of period	$	35,935	$	1,856	$	603	$	-	$	-	$	38,394

Non-Accretable Discount Activity:
Balance at beginning of period	$	1,276	$	-	$	1,550	$	-	$	133	$	2,959
Change in actual and expected losses		28		44		-		56		(70)		58
Transfer from (to) accretable yield		(1,225)		(44)		52		(56)		55		(1,218)
Balance at end of period	$	79	$	-	$	1,602	$	-	$	118	$	1,799

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
	Loans Secured by 1-4 Family Residential Properties		Commercial		Construction & Development Secured by 1-4 Family Residential Properties		Leasing		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	39,622	$	5,616	$	1,356		-	$	-	$	46,594
Accretion		(1,538)		(1,706)		-		(4)		(118)		(3,366)
Change in actual and expected losses		(836)		1,832		-		(111)		236		1,121
Transfer from (to) non-accretable discount		2,021		(1,157)		(132)		115		(118)		729
Balance at end of period	$	39,269	$	4,585	$	1,224	$	-	$	-	$	45,078

Non-Accretable Discount Activity:
Balance at beginning of period	$	4,479	$	-	$	849	$	-	$	219	$	5,547
Change in actual and expected losses		180		(1,157)		-		115		(137)		(999)
Transfer (to) from accretable yield		(2,021)		1,157		132		(115)		118		(729)
Balance at end of period	$	2,638	$	-	$	981	$	-	$	200	$	3,819

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Six-Month Period Ended June 30, 2018
	Loans Secured by 1-4 Family Residential Properties		Commercial		Construction & Development Secured by 1-4 Family Residential Properties		Leasing		Consumer		Total
	(In thousands)
Accretable Yield Activity:
Balance at beginning of period	$	41,474	$	6,751	$	1,447	$	-	$	-	$	49,672
Accretion		(3,143)		(3,312)		-		(38)		(214)		(6,707)
Change in expected cash flows		(980)		2,730		-		(174)		414		1,990
Transfer from (to) non-accretable discount		1,918		(1,584)		(223)		212		(200)		123
Balance at end of period	$	39,269	$	4,585	$	1,224	$	-	$	-	$	45,078

Non-Accretable Discount Activity:
Balance at beginning of period	$	4,576	$	276	$	758	$	-	$	235	$	5,845
Change in actual and expected cash flows		(20)		(1,860)		-		212		(235)		(1,903)
Transfer (to) from accretable yield		(1,918)		1,584		223		(212)		200		(123)
Balance at end of period	$	2,638	$	-	$	981	$	-	$	200	$	3,819

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 June 30, 2019 and December 31, 2018:

	June 30,		December 31
	2019		2018
	(In thousands)
Originated and other loans and leases held for investment
Mortgage
Traditional (by origination year):
Up to the year 2002	$	2,621	$	2,538
Years 2003 and 2004		4,912		5,818
Year 2005		2,991		3,600
Year 2006		4,398		5,140
Years 2007, 2008 and 2009		4,109		6,697
Years 2010, 2011, 2012, 2013		6,298		8,427
Years 2014, 2015, 2016, 2017 and 2018		1,893		1,462
		27,222		33,682
Non-traditional		3,439		3,085
Loss mitigation program		17,822		22,107
		48,483		58,874
Commercial
Commercial secured by real estate
Corporate		8,883		-
Institutional		9,556		9,911
Middle market		6,169		7,266
Retail		13,950		16,123
		38,558		33,300
Other commercial and industrial
Middle market		4,924		6,481
Retail		1,129		2,629
Floor plan		6		46
		6,059		9,156
		44,617		42,456
Consumer
Credit cards		572		411
Personal lines of credit		36		31
Personal loans		1,226		2,909
Cash collateral personal loans		374		3
		2,208		3,354
Auto and leasing		12,024		13,494
Total non-accrual originated loans	$	107,332	$	118,178

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30,		December 31,
	2019		2018
	(In thousands)
Acquired BBVAPR loans accounted for under ASC 310-20
Commercial
Commercial secured by real estate
Retail	$	28	$	54
Floor plan		798		888
		826		942
Other commercial and industrial
Retail		-		8
		-		8
		826		950
Consumer
Credit cards		276		380
Personal loans		11		18
		287		398
Auto		58		200
Total non-accrual acquired BBVAPR loans accounted for under ASC 310-20		1,171		1,548
Total non-accrual loans	$	108,503	$	119,726

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 under the cost recovery method.

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 12 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.

At June 30, 2019 and December 31, 2018, loans whose terms have been extended and which are classified as troubled-debt restructurings that are not included in non-accrual loans amounted to $119.7 million and $112.9 million, respectively, as they are performing under their new terms.

At June 30, 2019 and December 31, 2018, loans that are current in their monthly payments, but placed in non-accrual due to credit deterioration amounted to $20.5 million and $21.2 million, respectively.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Impaired Loans

Oriental evaluates all loans, some individually and others as homogeneous groups, for purposes of determining impairment. The total investment in impaired commercial loans that were individually evaluated for impairment was $83.8 million and $82.0 million at June 30, 2019 and December 31, 2018, respectively. The impairments on these 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 allowance for loan and lease losses for these impaired commercial loans amounted to $9.2 million and $8.4 million at June 30, 2019 and December 31, 2018, respectively. The total investment in impaired mortgage loans that were individually evaluated for impairment was $83.1 million and $84.2 million at June 30, 2019 and December 31, 2018, respectively. Impairment on mortgage loans assessed as troubled-debt restructurings was measured using the present value of cash flows. The allowance for loan losses for these impaired mortgage loans amounted to $10.6 million and $10.2 million at June 30, 2019 and December 31, 2018, respectively.

Originated and Other Loans and Leases Held for Investment

Oriental’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 June 30, 2019 and December 31, 2018 are as follows:

	June 30, 2019
	Unpaid		Recorded		Related
	Principal		Investment		Allowance		Coverage
	(In thousands)
Impaired loans with specific allowance:
Commercial	$	54,895	$	50,524	$	9,168	18%
Residential impaired and troubled-debt restructuring		94,501		83,093		10,615	13%
Impaired loans with no specific allowance:
Commercial		40,465		32,578		N/A	0%
Total investment in impaired loans	$	189,861	$	166,195	$	19,783	12%

	December 31, 2018
	Unpaid		Recorded		Related
	Principal		Investment		Allowance		Coverage
	(In thousands)
Impaired loans with specific allowance:
Commercial	$	54,636	$	49,092	$	8,434	17%
Residential impaired and troubled-debt restructuring		95,659		84,174		10,186	12%
Impaired loans with no specific allowance
Commercial		38,241		32,137		N/A	0%
Total investment in impaired loans	$	188,536	$	165,403	$	18,620	11%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

Oriental’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 June 30, 2019 and December 31, 2018 are as follows:


	June 30, 2019
	Unpaid		Recorded		Related
	Principal		Investment		Allowance		Coverage
	(In thousands)
Impaired loans with specific allowance
Commercial	$	926	$	678	$	27	4%
Impaired loans with no specific allowance
Commercial	$	-	$	-		N/A	0%
Total investment in impaired loans	$	926	$	678	$	27	4%


	December 31, 2018
	Unpaid		Recorded		Specific
	Principal		Investment		Allowance		Coverage
	(In thousands)
Impaired loans with specific allowance
Commercial	$	926	$	747	$	14	2%
Impaired loans with no specific allowance
Commercial	$	-	$	-		N/A	0%
Total investment in impaired loans	$	926	$	747	$	14	2%

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

Oriental’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 June 30, 2019 and December 31, 2018 are as follows:

	June 30, 2019
							Coverage
	Unpaid		Recorded				to Recorded
	Principal		Investment		Allowance		Investment
	(In thousands)
Impaired loan pools with specific allowance:
Mortgage	$	479,998	$	476,080	$	25,208	5%
Commercial		151,265		146,810		17,083	12%
Auto		7,393		6,462		3,136	49%
Total investment in impaired loan pools	$	638,656	$	629,352	$	45,427	7%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31 , 2018
							Coverage
	Unpaid		Recorded				to Recorded
	Principal		Investment		Allowance		Investment
	(In thousands)
Impaired loan pools with specific allowance:
Mortgage	$	498,537	$	492,890	$	15,225	3%
Commercial		188,413		180,790		20,641	11%
Auto		14,551		14,403		6,144	43%
Total investment in impaired loan pools	$	701,501	$	688,083	$	42,010	6%

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

Acquired Eurobank Loans

Oriental’s recorded investment in acquired Eurobank loan pools that have recorded impairments and their related allowance for loan and lease losses as of June 30, 2019 and December 31, 2018 are as follows:

	June 30, 2019
							Coverage
	Unpaid		Recorded				to Recorded
	Principal		Investment		Allowance		Investment
	(In thousands)
Impaired loan pools with specific allowance:
Loans secured by 1-4 family residential properties	$	65,870	$	59,956	$	17,213	29%
Commercial		36,415		38,419		8,365	22%
Total investment in impaired loan pools	$	102,285	$	98,375	$	25,578	26%

	December 31, 2018
							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	$	70,153	$	63,406	$	15,382	24%
Commercial		47,342		47,820		9,585	20%
Consumer		15		4		4	100%
Total investment in impaired loan pools	$	117,510	$	111,230	$	24,971	22%

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

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, which excludes loans accounted for under ASC 310-30, for the quarters and six-month periods ended June 30, 2019 and 2018:

	Quarter Ended June 30,
	2019				2018
	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	$	367	$	53,392	$	129	$	46,976
Residential troubled-debt restructuring		701		83,197		705		84,473
Impaired loans with no specific allowance
Commercial		347		32,002		131		22,129
		1,415		168,591		965		153,578
Acquired loans accounted for under ASC 310-20:
Impaired loans with specific allowance
Commercial		-		701		-		747
Impaired loans with no specific allowance
Commercial		-		-		-		-
Total interest income from impaired loans	$	1,415	$	169,292	$	965	$	154,325

	Six-Month Period Ended June 30,
	2019					2018
	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	$	733	$	52,141	$	250	$	49,154
Residential troubled-debt restructuring		1,373		83,427		1,384		84,613
Impaired loans with no specific allowance
Commercial		687		32,124		262		19,946
Total interest income from impaired loans	$	2,793	$	167,692	$	1,896	$	153,713

Acquired loans accounted for under ASC 310-20:
Impaired loans with specific allowance
Commercial	$	-	$	724	$	-	$	747
Impaired loans with no specific allowance
Total interest income from impaired loans	$	2,793	$	168,416	$	1,896	$	154,460

Modifications

The following tables present the troubled-debt restructurings in all loan portfolios during the quarters and six-month periods ended June 30, 2019 and 2018.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2019
	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	50	$	7,000	6.14%	388	$	6,345	5.45%	341
Commercial	1		1,157	7.00%	55		1,157	5.75%	86
Consumer	70		1,052	15.57%	69		1,082	11.56%	74
Auto	13		193	7.58%	70		200	9.18%	46


	Six-Month Period Ended June 30, 2019
	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	88	$	11,494	5.90%	388	$	10,586	5.11%	346
Commercial	2		1,164	7.03%	55		1,164	5.78%	86
Consumer	141		2,015	15.39%	67		2,049	11.70%	74
Auto	13		193	7.58%	70		200	9.18%	46

	Quarter Ended June 30, 2018
	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	45	$	5,718	5.63%	371	$	5,679	4.85%	325
Commercial	5		5,775	5.55%	39		5,775	6.34%	45
Consumer	21		357	16.49%	56		357	10.26%	72

	Six-Month Period Ended June 30, 2018
	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	83	$	11,466	5.66%	384	$	11,019	4.96%	344
Commercial	8		7,334	5.38%	46		7,330	6.00%	50
Consumer	49		711	16.12%	51		712	10.93%	70

The following table presents troubled-debt restructurings for which there was a payment default during the twelve-month periods ended June 30, 2019 and 2018:

	Twelve month Period Ended June 30,
	2019			2018
	Number of Contracts	Recorded Investment		Number of Contracts	Recorded Investment
	(Dollars in thousands)
Mortgage	22	$	2,830	12	$	1,718
Commercial	3	$	1,935	1	$	235
Consumer	66	$	928	15	$	141
Auto	1	$	27	-	$	-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Credit Quality Indicators

Oriental 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.

Oriental 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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of June 30, 2019 and December 31, 2018, 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:

	June 30, 2019
	Risk Ratings

	Balance				Special
	Outstanding		Pass		Mention		Substandard		Doubtful		Loss
	(In thousands)
Commercial - originated and other loans held for investment
Commercial secured by real estate:
Corporate	$	263,443	$	221,728	$	17,342	$	24,373	$	-	$	-
Institutional		73,213		63,109		361		9,743		-		-
Middle market		209,687		155,069		33,391		21,227		-		-
Retail		238,299		216,971		3,373		17,955		-		-
Floor plan		3,100		1,834		-		1,266		-		-
Real estate		18,317		18,317		-		-		-		-
		806,059		677,028		54,467		74,564		-		-
Other commercial and industrial:
Corporate		148,747		145,929		2,818		-		-		-
Institutional		158,462		158,462		-		-		-		-
Middle market		86,872		76,418		4,124		6,330		-		-
Retail		369,953		361,703		283		7,967		-		-
Floor plan		46,880		43,816		3,058		6		-		-
		810,914		786,328		10,283		14,303		-		-
Total		1,616,973		1,463,356		64,750		88,867		-		-

Commercial - acquired loans (under ASC 310-20)
Commercial secured by real estate:
Retail		28		-		-		28		-		-
Floor plan		858		60		-		798		-		-
		886		60		-		826		-		-
Other commercial and industrial:
Retail		1,363		1,363		-		-		-		-
		1,363		1,363		-		-		-		-
Total		2,249		1,423		-		826		-		-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
	Risk Ratings

	Balance				Special
	Outstanding		Pass		Mention		Substandard		Doubtful		Loss
	(In thousands)
Retail - originated and other loans held for investment
Mortgage:
Traditional		504,142		476,446		-		27,696		-		-
Non-traditional		12,893		9,454		-		3,439		-		-
Loss mitigation program		106,674		91,748		-		14,926		-		-
Home equity secured personal loans		232		232		-		-		-		-
GNMA's buy-back option program		11,675		-		-		11,675		-		-
		635,616		577,880		-		57,736		-		-

Consumer:
Credit cards		27,888		27,316		-		572		-		-
Overdrafts		184		154		-		30		-		-
Unsecured personal lines of credit		2,003		1,975		-		28		-		-
Unsecured personal loans		309,980		308,756		-		1,224		-		-
Cash collateral personal loans		16,055		15,681		-		374		-		-
		356,110		353,882		-		2,228		-		-
Auto and Leasing		1,218,070		1,206,049		-		12,021		-		-
Total		2,209,796		2,137,811		-		71,985		-		-

Retail - acquired loans (accounted for under ASC 310-20)
Consumer:
Credit cards		19,873		19,596		-		277		-		-
Personal loans		2,093		2,082		-		11		-		-
		21,966		21,678		-		288		-		-
Auto		996		938		-		58		-		-
		22,962		22,616		-		346		-		-
	$	3,851,980	$	3,625,206	$	64,750	$	162,024	$	-	$	-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
	Risk Ratings

	Balance				Special
	Outstanding		Pass		Mention		Substandard		Doubtful		Loss
	(In thousands)
Commercial - originated and other loans held for investment
Commercial secured by real estate:
Corporate	$	289,052	$	246,711	$	26,544	$	15,797	$	-	$	-
Institutional		69,613		59,509		-		10,104		-		-
Middle market		207,463		151,638		32,638		23,187		-		-
Retail		224,114		198,402		3,996		21,716		-		-
Floor plan		4,184		2,890		-		1,294		-		-
Real estate		19,009		19,009		-		-		-		-
		813,435		678,159		63,178		72,098		-		-
Other commercial and industrial:
Corporate		179,885		154,629		25,256		-		-		-
Institutional		156,410		156,410		-		-		-		-
Middle market		87,967		63,876		13,737		10,354		-		-
Retail		310,212		307,160		318		2,734		-		-
Floor plan		49,679		47,092		2,541		46		-		-
		784,153		729,167		41,852		13,134		-		-
Total		1,597,588		1,407,326		105,030		85,232		-		-

Commercial - acquired loans (under ASC 310-20)
Commercial secured by real estate:
Retail		54		-		-		54		-		-
Floor plan		982		94		-		888		-		-
		1,036		94		-		942		-		-
Other commercial and industrial:
Retail		1,510		1,510		-		-		-		-
		1,510		1,510		-		-		-		-
Total		2,546		1,604		-		942		-		-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
	Risk Ratings

	Balance				Special
	Outstanding		Pass		Mention		Substandard		Doubtful		Loss
	(In thousands)
Retail - originated and other loans held for investment
Mortgage:
Traditional		527,732		493,952		-		33,780		-		-
Non-traditional		14,273		11,188		-		3,085		-		-
Loss mitigation program		106,833		87,444		-		19,389		-		-
Home equity secured personal loans		250		250		-		-		-		-
GNMA's buy-back option program		19,721		-		-		19,721		-		-
		668,809		592,834		-		75,975		-		-

Consumer:
Credit cards		28,034		27,623		-		411		-		-
Overdrafts		214		204		-		10		-		-
Unsecured personal lines of credit		1,917		1,895		-		22		-		-
Unsecured personal loans		303,119		301,857		-		1,262		-		-
Cash collateral personal loans		15,696		15,693		-		3		-		-
		348,980		347,272		-		1,708		-		-
Auto and Leasing		1,129,695		1,116,201		-		13,494		-		-
Total		2,147,484		2,056,307		-		91,177		-		-

Retail - acquired loans (under ASC 310-20)
Consumer:
Credit cards		21,822		21,442		-		380		-		-
Personal loans		2,166		2,148		-		18		-		-
		23,988		23,590		-		398		-		-
Auto		4,435		4,235		-		200		-		-
Total		28,423		27,825		-		598		-		-
	$	3,776,041	$	3,493,062	$	105,030	$	177,949	$	-	$	-

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 6 – ALLOWANCE FO R LOAN AND LEASE LOSSES

The composition of Oriental’s allowance for loan and lease losses at June 30, 2019 and December 31, 2018 was as follows:

	June 30,		December 31,
	2019		2018
	(In thousands)
Allowance for loans and lease losses:
Originated and other loans and leases held for investment:
Mortgage	$	15,361	$	19,783
Commercial		29,234		30,326
Consumer		15,831		15,571
Auto and leasing		29,526		29,508
Total allowance for originated and other loans and lease losses		89,952		95,188

Acquired BBVAPR loans:
Accounted for under ASC 310-20 (Loans with revolving feature and/or
acquired at a premium)
Commercial		31		22
Consumer		1,617		1,905
Auto		37		135
		1,685		2,062
Accounted for under ASC 310-30 (Loans acquired with deteriorated
credit quality, including those by analogy)
Mortgage		25,208		15,225
Commercial		17,083		20,641
Auto		3,136		6,144
		45,427		42,010
Total allowance for acquired BBVAPR loans and lease losses		47,112		44,072
Acquired Eurobank loans:
Loans secured by 1-4 family residential properties		17,213		15,382
Commercial		8,365		9,585
Consumer		-		4
Total allowance for acquired Eurobank loan and lease losses		25,578		24,971
Total allowance for loan and lease losses	$	162,642	$	164,231

Oriental 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. Oriental’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 Oriental’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.

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 portfolio by segment for the periods indicated:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2019
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses for originated and other loans:
Balance at beginning of period	$	16,689	$	32,154	$	16,085	$	29,107	$	94,035
Charge-offs		(604)		(2,146)		(4,839)		(10,672)		(18,261)
Recoveries		316		177		327		4,877		5,697
Provision for loan and lease losses		(1,040)		(951)		4,258		6,214		8,481
Balance at end of period	$	15,361	$	29,234	$	15,831	$	29,526	$	89,952

	Six-Month Period Ended June 30, 2019
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses for originated and other loans:
Balance at beginning of period	$	19,783	$	30,326	$	15,571	$	29,508	$	95,188
Charge-offs		(1,191)		(3,232)		(8,958)		(22,044)		(35,425)
Recoveries		603		323		590		8,858		10,374
Provision for loan and lease losses		(3,834)		1,817		8,628		13,204		19,815
Balance at end of period	$	15,361	$	29,234	$	15,831	$	29,526	$	89,952

	June 30, 2019
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses on originated and other loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	10,615	$	9,168	$	-	$	-	$	19,783
Collectively evaluated for impairment		4,746		20,066		15,831		29,526		70,169
Total ending allowance balance	$	15,361	$	29,234	$	15,831	$	29,526	$	89,952
Loans:
Individually evaluated for impairment	$	83,093	$	83,102	$	-	$	-	$	166,195
Collectively evaluated for impairment		552,523		1,533,871		356,110		1,218,070		3,660,574
Total ending loan balance	$	635,616	$	1,616,973	$	356,110	$	1,218,070	$	3,826,769

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses for originated and other loans:
Balance at beginning of period	$	18,983	$	33,174	$	18,023	$	26,652	$	96,832
Charge-offs		(1,328)		(1,998)		(4,588)		(13,748)		(21,662)
Recoveries		466		227		240		5,280		6,213
(Recapture) provision for originated and other loan and lease losses		1,202		77		2,517		9,039		12,835
Balance at end of period	$	19,323	$	31,480	$	16,192	$	27,223	$	94,218

	Six-Month Period Ended June 30, 2018
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses for originated and other loans:
Balance at beginning of period	$	20,439	$	30,258	$	16,454	$	25,567	$	92,718
Charge-offs		(2,298)		(3,147)		(8,847)		(22,731)		(37,023)
Recoveries		786		409		479		9,056		10,730
Provision for originated and other loan and lease losses		396		3,960		8,106		15,331		27,793
Balance at end of period	$	19,323	$	31,480	$	16,192	$	27,223	$	94,218

	December 31, 2018
	Mortgage		Commercial		Consumer		Auto and Leasing		Total
	(In thousands)
Allowance for loan and lease losses on originated and other loans:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	10,186	$	8,434	$	-	$	-	$	18,620
Collectively evaluated for impairment		9,597		21,892		15,571		29,508		76,568
Total ending allowance balance	$	19,783	$	30,326	$	15,571	$	29,508	$	95,188
Loans:
Individually evaluated for impairment	$	84,174	$	81,229	$	-	$	-	$	165,403
Collectively evaluated for impairment		584,635		1,516,359		348,980		1,129,695		3,579,669
Total ending loan balance	$	668,809	$	1,597,588	$	348,980	$	1,129,695	$	3,745,072

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 accounted for under ASC 310-20, for the periods indicated:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2019
	Commercial		Consumer		Auto		Total
	(In thousands)
Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-20:
Balance at beginning of period	$	32	$	1,869	$	67	$	1,968
Charge-offs		(80)		(433)		(56)		(569)
Recoveries		2		78		71		151
Provision (recapture) for acquired BBVAPR loan and lease losses accounted for under ASC 310-20		77		103		(45)		135
Balance at end of period	$	31	$	1,617	$	37	$	1,685

	Six-Month Period Ended June 30, 2019
	Commercial		Consumer		Auto		Total
	(In thousands)
Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-20:
Balance at beginning of period	$	22	$	1,905	$	135	$	2,062
Charge-offs		(80)		(873)		(141)		(1,094)
Recoveries		5		118		161		284
Provision (recapture) for acquired BBVAPR loan and lease losses accounted for under ASC 310-20		84		467		(118)		433
Balance at end of period	$	31	$	1,617	$	37	$	1,685

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
	Commercial		Consumer		Auto		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:
Individually evaluated for impairment	$	27	$	-	$	-	$	27
Collectively evaluated for impairment		4		1,617		37		1,658
Total ending allowance balance	$	31	$	1,617	$	37	$	1,685
Loans:
Individually evaluated for impairment	$	678	$	-	$	-	$	678
Collectively evaluated for impairment		1,571		21,966		996		24,533
Total ending loan balance	$	2,249	$	21,966	$	996	$	25,211

	Quarter Ended June 30, 2018
	Commercial		Consumer		Auto		Total
	(In thousands)
Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-20:
Balance at beginning of period	$	37	$	2,659	$	488	$	3,184
Charge-offs		(5)		(420)		(88)		(513)
Recoveries		12		94		244		350
Provision (recapture) for acquired loan and lease losses accounted for under ASC 310-20		42		24		(361)		(295)
Balance at end of period	$	86	$	2,357	$	283	$	2,726

	Six-Month Period Ended June 30, 2018
	Commercial		Consumer		Auto		Total
	(In thousands)
Allowance for loan and lease losses for acquired BBVAPR loans accounted for under ASC 310-20:
Balance at beginning of period	$	42	$	3,225	$	595	$	3,862
Charge-offs		(5)		(1,442)		(213)		(1,660)
Recoveries		15		148		472		635
Provision (recapture) for acquired loan and lease losses accounted for under ASC 310-20		34		426		(571)		(111)
Balance at end of period	$	86	$	2,357	$	283	$	2,726

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	December 31, 2018
	Commercial		Consumer		Auto		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:
Individually evaluated for impairment	$	14	$	-	$	-	$	14
Collectively evaluated for impairment		8		1,905		135		2,048
Total ending allowance balance	$	22	$	1,905	$	135	$	2,062
Loans:
Individually evaluated for impairment	$	747	$	-	$	-	$	747
Collectively evaluated for impairment		1,799		23,988		4,435		30,222
Total ending loan balance	$	2,546	$	23,988	$	4,435	$	30,969

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

For loans accounted for under ASC 310-30, as part of the evaluation of actual versus expected cash flows, Oriental 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.

During the second quarter of 2019, Oriental adjusted to fair value several mortgage loans accounted under ASC 310-30, which are expected to be sold during 2019, with a net increment in provision for acquired BBVAPR and Eurobank loans by $8.5 million.

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:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2019
	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	$	17,901	$	20,733	$	-	$	3,499	42,133
Provision (recapture) for acquired BBVAPR loans and lease losses accounted for under ASC 310-30		7,390		(79)		-		-	7,311
Allowance de-recognition		(83)		(3,571)		-		(363)	(4,017)
Balance at end of period	$	25,208	$	17,083	$	-	$	3,136	45,427


	Six-Month Period Ended June 30, 2019
	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	$	15,225	$	20,641	$	-	$	6,144	42,010
Provision (recapture) for acquired BBVAPR loans and lease losses accounted for under ASC 310-30		10,123		771		-		(2,314)	8,580
Allowance de-recogntion		(140)		(4,329)		-		(694)	(5,163)
Balance at end of period	$	25,208	$	17,083	$	-	$	3,136	45,427

	Quarter Ended June 30, 2018
	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	$	14,331	$	22,047	$	18	$	6,770	$	43,166
Provision for acquired BBVAPR loans and lease losses accounted for under ASC 310-30		236		1,306		-		-		1,542
Allowance de-recognition		-		(334)		-		(198)		(532)
Balance at end of period	$	14,567	$	23,019	$	18	$	6,572	$	44,176


	Six-Month Period Ended June 30, 2018
	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	$	14,085	$	23,691	$	18	$	7,961	$	45,755
Provision for acquired BBVAPR loans and lease losses accounted for under ASC 310-30		550		2,058		-		(887)		1,721
Allowance de-recognition		(68)		(2,730)		-		(502)		(3,300)
Balance at end of period	$	14,567	$	23,019	$	18	$	6,572	$	44,176

Allowance for Acquired Eurobank Loan Losses

The changes in the allowance for loan and lease losses on acquired Eurobank loans for the quarters ended June 30, 2019 and 2018 were as follows:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2019
	Loans Secured by 1-4 Family Residential Properties		Commercial		Consumer		Total
	(In thousands)
Allowance for loan and lease losses for acquired Eurobank loans:
Balance at beginning of period	$	15,110	$	9,242	$	-	$	24,352
Provision (recapture) for loan and lease losses, net		2,502		(724)		-		1,778
Allowance de-recognition		(399)	$	(153)	$	-		(552)
Balance at end of period	$	17,213	$	8,365	$	-	$	25,578


	Six-Month Period Ended June 30, 2019
	Loans Secured by 1-4 Family Residential Properties		Commercial		Consumer		Total
	(In thousands)
Allowance for loan and lease losses for acquired Eurobank loans:
Balance at beginning of period	$	15,382	$	9,585	$	4	$	24,971
Provision (recapture) for loan and lease losses, net		2,300		(1,174)		-		1,126
Allowance de-recognition		(469)		(46)		(4)		(519)
Balance at end of period	$	17,213	$	8,365	$	-	$	25,578

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
	Loans secured by 1-4 Family Residential Properties		Commercial		Consumer		Total
	(In thousands)
Allowance for loan and lease losses for acquired Eurobank loans:
Balance at beginning of period	$	15,414	$	9,992	$	4	$	25,410
Provision (recapture) for acquired Eurobank loan and lease losses, net		605		60		-		665
Allowance de-recognition		(849)		(912)		-		(1,761)
Balance at end of period	$	15,170	$	9,140	$	4	$	24,314

	Six-Month Period Ended June 30, 2018
	Loans secured by 1-4 Family Residential Properties		Commercial		Consumer		Total
	(In thousands)
Allowance for loan and lease losses for Eurobank loans:
Balance at beginning of period	$	15,187	$	9,983	$	4	$	25,174
Provision (recapture) for acquired Eurobank loan and lease losses, net		784		21		-		805
Allowance de-recognition		(801)		(864)		-		(1,665)
Balance at end of period	$	15,170	$	9,140	$	4	$	24,314

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 7 — FORECLOSED REAL ESTATE

The following tables present the activity related to foreclosed real estate for the quarters and six-month periods ended June 30, 2019 and 2018:

	Quarter Ended June 30, 2019
	Originated and other loans and leases held for investment		Acquired BBVAPR loans		Acquired Eurobank loans		Total
		(In thousands)

Balance at beginning of period	$	10,012	$	12,766	$	8,087	$	30,865
Decline in value		(296)		(602)		(523)		(1,421)
Additions		2,412		1,676		252		4,340
Sales		(1,175)		(2,600)		(500)		(4,275)
Balance at end of period	$	10,953	$	11,240	$	7,316	$	29,509


	Six-Month Period Ended June 30, 2019
	Originated and other loans and leases held for investment		Acquired BBVAPR loans		Acquired Eurobank loans		Total
		(In thousands)

Balance at beginning of period	$	9,571	$	14,617		9,580	$	33,768
Decline in value		(589)		(1,789)		(943)		(3,321)
Additions		4,818		2,730		746		8,294
Sales		(2,847)		(4,318)		(2,067)		(9,232)
Balance at end of period	$	10,953	$	11,240	$	7,316	$	29,509

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
	Originated and other loans and leases held for investment		Acquired BBVAPR loans		Acquired Eurobank loans		Total
		(In thousands)

Balance at beginning of year	$	13,365	$	16,495	$	10,454	$	40,314
Decline in value		(170)		(478)		(290)		(938)
Additions		1,782		3,275		1,828		6,885
Sales		(2,791)		(1,800)		(1,119)		(5,710)
Balance at end of year	$	12,186	$	17,492	$	10,873	$	40,551

	Six-Month Period Ended June 30, 2018
	Originated and other loans and leases held for investment		Acquired BBVAPR loans		Acquired Eurobank loans		Total
		(In thousands)

Balance at beginning of year	$	14,283	$	18,347	$	11,544	$	44,174
Decline in value		(658)		(1,514)		(752)		(2,924)
Additions		3,269		4,925		1,941		10,135
Sales		(4,708)		(4,266)		(1,860)		(10,834)
Balance at end of year	$	12,186	$	17,492	$	10,873	$	40,551

NOTE 8 — DERIVATIVES

The following table presents Oriental’s derivative assets and liabilities at June 30, 2019 and December 31, 2018:

	June 30,		December 31,
	2019		2018
	(In thousands)
Derivative assets:
Interest rate swaps designated as cash flow hedges	$	-	$	14
Interest rate swaps not designated as hedges		-		126
Interest rate caps		26		207
	$	26	$	347
Derivative liabilities:
Interest rate swaps designated as cash flow hedges	$	959	$	-
Interest rate swaps not designated as hedges		-		126
Interest rate caps		26		207
	$	985	$	333

Interest Rate Swaps

Oriental 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 Oriental’s interest

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 and are properly documented as such; 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, Oriental 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 June 30, 2019:

Notional

Fixed

Variable

Trade

Settlement

Maturity

Type

Amount

Rate

Rate Index

Date

(In thousands)

Interest Rate Swaps

32,773

2.4210%

1-Month LIBOR

07/03/13

08/01/23

32,773

An accumulated unrealized loss of $959 thousand and a gain of $14 thousand were recognized in accumulated other comprehensive income related to the valuation of these swaps at June 30, 2019 and December 31, 2018, respectively, and the related asset or liability is being reflected in the consolidated statements of financial condition.

At June 30, 2019 Oriental did not have interest rate swaps not designated as hedging instruments offered to clients. At December 31, 2018, interest rate swaps not designated as hedging instruments that were offered to clients represented an asset of $126 thousand and were included as part of derivative assets in the consolidated statements of financial position. The credit risk to these clients stemming from these derivatives, if any, is not material. At December 31, 2018, interest rate swaps not designated as hedging instruments that are the mirror-images of the derivatives offered to clients represented a liability of $126 thousand and were included as part of derivative liabilities in the consolidated statements of financial condition.

Interest Rate Caps

Oriental 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, Oriental 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 June 30, 2019 and December 31, 2018, the outstanding total notional amount of interest rate caps was $42.1 million and $150.9 million, respectively. At June 30, 2019 and December 31, 2018, the interest rate caps sold to clients represented a liability of $26 thousand and $207 thousand, respectively, and were included as part of derivative liabilities in the consolidated statements of financial condition. At June 30, 2019 and December 31, 2018, the interest rate caps purchased as mirror-images represented an asset of $26 thousand and $207 thousand, respectively, and were included as part of derivative assets in the consolidated statements of financial condition.

NOTE 9 — ACCRUED INTEREST RECEIVABLE AND OTHER ASSETS

Accrued interest receivable at June 30, 2019 and December 31, 2018 consists of the following:

	June 30,		December 31,
	2019		2018
	(In thousands)
Loans, excluding acquired loans	$	31,386	$	30,409
Investments		2,523		3,845
	$	33,909	$	34,254

Other assets at June 30, 2019 and December 31, 2018 consist of the following:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30,		December 31,
	2019		2018
	(In thousands)
Prepaid expenses	$	11,613	$	9,788
Other repossessed assets		2,507		2,986
Core deposit and customer relationship intangibles		2,784		3,369
Tax credits		277		2,277
Investment in Statutory Trust		1,083		1,083
Accounts receivable and other assets		37,443		37,842
	$	55,707	$	57,345

Prepaid expenses amounting to $11.6 million and $9.8 million at June 30, 2019 and December 31, 2018, respectively, include prepaid municipal, property and income taxes aggregating to $8.8 million and $5.5 million, respectively.

Other repossessed assets totaled $2.5 million and $3.0 million at June 30, 2019 and December 31, 2018, respectively, that consist mainly of repossessed automobiles, which are recorded at their net realizable value.

In connection with the FDIC-assisted acquisition and the BBVAPR Acquisition, Oriental recorded a core deposit intangible representing the value of checking and savings deposits acquired. At June 30, 2019 and December 31, 2018 this core deposit intangible amounted to $2.1 million and $2.5 million, respectively. In addition, Oriental 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 June 30, 2019 and December 31, 2018, this customer relationship intangible amounted to $704 thousand and $888 thousand, respectively.

At June 30, 2019 and December 31, 2018, tax credits for Oriental totaled $277 thousand and $2.3 million, respectively. These tax credits do not have an expiration date.

NOTE 10— DEPOSITS AND RELATED INTEREST

Total deposits, including related accrued interest payable, as of June 30, 2019 and December 31, 2018 consist of the following:

	June 30,		December 31,
	2019		2018
	(In thousands)
Non-interest bearing demand deposits	$	1,075,744	$	1,105,324
Interest-bearing savings and demand deposits		2,344,576		2,274,423
Retail certificates of deposit		914,358		805,712
Institutional certificates of deposit		222,052		197,559
Total core deposits		4,556,730		4,383,018
Brokered deposits		388,407		525,097
Total deposits	$	4,945,137	$	4,908,115

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Brokered deposits include $366.7 million in certificates of deposits and $21.7 million in money market accounts at June 30, 2019, and $500.8 million in certificates of deposits and $24.3 million in money market accounts at December 31, 2018. As part of the sale $349.7 million available-for-sale mortgage-backed securities during the quarter ended June 30, 2019, the Company reduced $62.8 million brokered deposits.

The weighted average interest rate of Oriental’s deposits was 0.80% and 0.67%, respectively, at June 30, 2019 and December 31, 2018. Interest expense for the quarters and six-month periods ended June 30, 2019 and 2018 was as follows:

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Demand and savings deposits	$	3,948	$	2,956	$	7,359	$	5,768
Certificates of deposit		6,043		4,695		11,681		9,181
	$	9,991	$	7,651	$	19,040	$	14,949

At June 30, 2019 and December 31, 2018, time deposits in denominations of $250 thousand or higher, excluding accrued interest and unamortized discounts, amounted to $403.4 million and $346.0 million, respectively. Such amounts include public funds time deposits from various Puerto Rico government municipalities, agencies and corporations of $29.3 million and $19.6 million at a weighted average rate of 134.3% and 116.4% at June 30, 2019 and December 31, 2018, respectively.

At June 30, 2019 and December 31, 2018, total public fund deposits from various Puerto Rico government municipalities, agencies and corporations amounted to $276.9 million and $207.4 million, respectively. These public funds were collateralized with commercial loans and securities amounting to $310.9 million and $281.2 million at June 30, 2019 and December 31, 2018, respectively.

Excluding accrued interest of approximately $2.5 million, the scheduled maturities of certificates of deposit at June 30, 2019 and December 31, 2018 are as follows:

	June 30,		December 31,
		2019		2018
	(In thousands)
Within one year:
Three (3) months or less	$	288,380	$	305,088
Over 3 months through 1 year		436,659		545,363
		725,039		850,451
Over 1 through 2 years		617,425		484,197
Over 2 through 3 years		81,874		89,340
Over 3 through 4 years		41,005		34,018
Over 4 through 5 years		35,243		42,998
	$	1,500,586	$	1,501,004

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 $995 thousand and $1.1 million as of June 30, 2019 and December 31, 2018, respectively.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 11— BORROWINGS AND RELATED INTEREST

Securities Sold under Agreements to Repurchase

At June 30, 2019, 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 Oriental the same or similar securities at the maturity of these agreements. The purpose of these transactions is to provide financing for Oriental’s securities portfolio.

The following table shows Oriental’s repurchase agreements, excluding accrued interest in the amount of $324 thousand and $785 thousand at June 30, 2019 and December 31, 2018, respectively:

	June 30,		December 31,
	2019		2018
	(In thousands)
Short-term fixed-rate repurchase agreements, interest ranging of 1.72% (December 31, 2018 2.45% to 2.95%)	$	50,000	$	214,723
Long-term fixed-rate repurchase agreements, interest ranging from 1.85% to 2.86% (December 31, 2018; 1.72% to 2.86%)		190,000		240,000
Total assets sold under agreements to repurchase	$	240,000	$	454,723

Repurchase agreements mature as follows:

	June 30,		December 31,
	2019		2018
	(In thousands)
Less than 90 days	$	50,000	$	214,723
Over 90-days		190,000		240,000
Total	$	240,000	$	454,723

As a result of the sale $349.7 million available-for-sale mortgage-backed securities during the quarter ended June 30, 2019, the Company terminated before maturity $191.2 million securities sold under agreements to repurchase, at a cost of $7 thousand, included in the statement of operations of the financial statements. This sale provided opportunity to further reduce wholesale funding outstanding balances.

The following securities were sold under agreements to repurchase:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
	Amortized				Approximate		Weighted
	Cost of				Fair Value		Average
	Underlying		Balance of		of Underlying		Interest Rate
Underlying Securities	Securities		Borrowing		Securities		of Security
	(Dollars in thousands)
FNMA and FHLMC Certificates	$	258,784	$	240,000	$	257,439		3.00%
Total	$	258,784	$	240,000	$	257,439		3.00%


	December 31, 2018
	Amortized				Approximate		Weighted
	Cost of				Fair Value		Average
	Underlying		Balance of		of Underlying		Interest Rate
Underlying Securities	Securities		Borrowing		Securities		of Security
	(Dollars in thousands)
FNMA and FHLMC Certificates	$	496,814	$	454,723	$	487,181		3.01%
Total	$	496,814	$	454,723	$	487,181		3.01%

Advances from the Federal Home Loan Bank of New York

Advances are received from the FHLB-NY under an agreement whereby Oriental is required to maintain a minimum amount of qualifying collateral with a fair value of at least 110% of the outstanding advances. At June 30, 2019 and December 31, 2018, these advances were secured by mortgage and commercial loans amounting to $864.7 million and $847.3 million, respectively. Also, at June 30, 2019 and December 31, 2018, Oriental had an additional borrowing capacity with the FHLB-NY of $784.8 million and $762.0 million, respectively. At June 30, 2019 and December 31, 2018, the weighted average remaining maturity of FHLB’s advances was 26.0 months and 26.6 months, respectively. The original terms of these advances range between one day and seven years, and the FHLB-NY does not have the right to exercise put options at par on any advances outstanding as of June 30, 2019.

The following table shows a summary of the advances and their terms, excluding accrued interest in the amount of $180 thousand and $176 thousand, at June 30, 2019 and December 31, 2018, respectively:


	June 30,		December 31,
		2019		2018
		(In thousands)
Short-term fixed-rate advances from FHLB, with a weighted average interest rate of 2.59% (December 31, 2018 - 2.61%)	$	32,773	$	33,572
Long-term fixed-rate advances from FHLB, with a weighted average interest rate of 2.90% (December 31, 2018 - 2.89%)		47,132		43,872
	$	79,905	$	77,444

Advances from FHLB mature as follows:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


		June 30,
		2019
		(In thousands)
Under 90 days	$	32,773
Over one to three years		8,693
Over three to five years		34,019
Over five years		4,420
	$	79,905

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

Subordinated capital notes amounted to $36.1 million at June 30, 2019 and December 31, 2018.

NOTE 12 – OFFSETTING OF FINANCIAL ASSETS AND LIABILITIES

Oriental’s derivatives are subject to agreements which allow a right of set-off with each respective counterparty. In addition, Oriental’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 an account control agreement.

The following table presents the potential effect of rights of set-off associated with Oriental’s recognized financial assets and liabilities at June 30, 2019 and December 31, 2018:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

June 30, 2019

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

Instruments

Received

Amount

(In thousands)

Derivatives

December 31, 2018

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

Instruments

Received

Amount

(In thousands)

Derivatives

347

2,037

(1,690)

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

June 30, 2019
							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	$	985	$	-	$	985	$	-	$	-	$	985
Securities sold under agreements to repurchase		240,000		-		240,000		257,439		-		(17,439)
Total	$	240,985	$	-	$	240,985	$	257,439	$	-	$	(16,454)


December 31, 2018
							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	$	333	$	-	$	333	$	-		1,980	$	(1,647)
Securities sold under agreements to repurchase		454,723		-		454,723		487,181		-		(32,458)
Total	$	455,056	$	-	$	455,056	$	487,181	$	1,980	$	(34,105)

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 13 — INCOME TAXES

Oriental is subject to the provisions of the Puerto Rico Internal Revenue Code of 2011, as amended (the “Code”), which imposes a maximum statutory corporate tax rate of 37.5% on a corporation’s net taxable income. Under the Code, all corporations are treated as separate taxable entities and are not entitled to file consolidated tax returns. Such entities are subject to Puerto Rico regular income tax or the alternative minimum tax (“AMT”) on income earned from all sources pursuant to the Code. The AMT is payable if it exceeds regular income tax. The excess of AMT over regular income tax paid in any one year may be used to offset regular income tax in future years, subject to certain limitations.

Oriental also has operations in the United States mainland through its wholly owned subsidiary, OPC, a retirement plan administrator based in Florida. In October 2017, Oriental expanded its operations in the United States through the Bank’s wholly owned subsidiary, OFG USA. Both subsidiaries are subject to federal income taxes at the corporate level. In addition, OPC is subject to Florida state taxes and OFG USA is subject to North Carolina state taxes.

At June 30, 2019 and December 31, 2018, Oriental’s net deferred tax asset amounted to $111.1 million and $113.8 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 mainly 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 is deductible, management believes it is more likely than not that Oriental will realize the deferred tax asset, net of the existing valuation allowances recorded at June 30, 2019 and December 31, 2018. The amount of the deferred tax asset that is considered realizable could be reduced in the near term if there are changes in estimates of future taxable income.

Oriental maintained an effective tax rate lower than statutory rate for the six-month periods ended June 30, 2019 and 2018 of 32.1% and 32.4%, respectively, mainly by investing in tax-exempt obligations, doing business through its international banking entity, and by expanding its operations in the U.S, which are taxed at a lower rate.

Oriental classifies unrecognized tax benefits in other liabilities. These gross unrecognized tax benefits would affect the effective tax rate if realized. At June 30, 2019 and December 31, 2018, unrecognized tax benefits amounted at $908 thousand and $875 thousand, respectively. Oriental had accrued $33 thousand at June 30, 2019 (December 31, 2018 - $81 thousand) for the payment of interest and penalties relating to unrecognized tax benefits.

Income tax expense for the quarters ended June 30, 2019 and 2018, was $10.9 million and $9.6 million, respectively. Income tax expense for the six-month periods ended June 30, 2019 and 2018 was $22.5 million and $17.6 million, respectively.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 14 — REGULATORY CAPITAL REQUIREMENTS

Regulatory Capital Requirements

OFG Bancorp (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 Oriental’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Oriental 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 adopted capital rules based on the framework of the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”), which became effective January 1, 2015 for Oriental 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 Basel III 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 Basel III capital rules prescribe a new standardized approach for risk weightings that expand the risk-weighting categories from the previous 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 Basel III capital rules, the minimum capital ratios requirements 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 June 30, 2019 and December 31, 2018, OFG Bancorp and the Bank met all capital adequacy requirements to which they are subject. As of June 30, 2019 and December 31, 2018, 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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

OFG Bancorp’s and the Bank’s actual capital amounts and ratios as of June 30, 2019 and December 31, 2018 are as follows:

				Minimum Capital			Minimum to be Well
	Actual			Requirement			Capitalized
	Amount		Ratio	Amount		Ratio		Amount	Ratio
	(Dollars in thousands)
OFG Bancorp Ratios
As of June 30, 2019
Total capital to risk-weighted assets	$	1,035,109	21.14%	$	391,635	8.00%	$	489,544	10.00%
Tier 1 capital to risk-weighted assets	$	972,537	19.87%	$	293,726	6.00%	$	391,635	8.00%
Common equity tier 1 capital to risk-weighted assets	$	855,667	17.48%	$	220,295	4.50%	$	318,204	6.50%
Tier 1 capital to average total assets	$	972,537	15.20%	$	255,876	4.00%	$	319,845	5.00%
As of December 31, 2018
Total capital to risk-weighted assets	$	990,499	20.48%	$	386,977	8.00%	$	483,721	10.00%
Tier 1 capital to risk-weighted assets	$	928,577	19.20%	$	290,233	6.00%	$	386,977	8.00%
Common equity tier 1 capital to risk-weighted assets	$	811,707	16.78%	$	217,675	4.50%	$	314,419	6.50%
Tier 1 capital to average total assets	$	928,577	14.22%	$	261,125	4.00%	$	326,406	5.00%



				Minimum Capital			Minimum to be Well
	Actual			Requirement			Capitalized
	Amount		Ratio	Amount		Ratio	Amount		Ratio
	(Dollars in thousands)
Bank Ratios
As of June 30, 2019
Total capital to risk-weighted assets	$	984,483	20.19%	$	390,040	8.00%	$	487,550	10.00%
Tier 1 capital to risk-weighted assets	$	922,242	18.92%	$	292,530	6.00%	$	390,040	8.00%
Common equity tier 1 capital to risk-weighted assets	$	922,242	18.92%	$	219,398	4.50%	$	316,908	6.50%
Tier 1 capital to average total assets	$	922,242	14.54%	$	253,721	4.00%	$	317,152	5.00%
As of December 31, 2018
Total capital to risk-weighted assets	$	949,596	19.68%	$	385,992	8.00%	$	482,490	10.00%
Tier 1 capital to risk-weighted assets	$	887,918	18.40%	$	289,494	6.00%	$	385,992	8.00%
Common equity tier 1 capital to risk-weighted assets	$	887,918	18.40%	$	217,120	4.50%	$	313,618	6.50%
Tier 1 capital to average total assets	$	887,918	13.68%	$	259,547	4.00%	$	324,434	5.00%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 15 – STOCKHOLDERS’ EQUITY

Preferred Stock and Common Stock

On October 22, 2018, Oriental completed the conversion of all of its 84,000 shares of Series C preferred stock into common stock. Each share of Series C preferred stock was converted into 86.4225 shares of common stock. Upon conversion, the Series C preferred stock is no longer outstanding and all rights with respect to the Series C preferred stock have ceased and terminated, except the right to receive the number of whole shares of common stock issuable upon conversion of the Series C preferred stock and any required cash-in-lieu of fractional shares. At both June 30, 2019 and December 31, 2018, preferred and common stock paid-in capital amounted $92.0 million and $59.9 million, respectively.

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 both June 30, 2019 and December 31, 2018, accumulated issuance costs charged against additional paid-in capital amounted to $13.6 million and $10.1 million for common and preferred 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 June 30, 2019 and December 31, 2018, the Bank’s legal surplus amounted to $95.0 million and $90.2 million, respectively. The amount transferred to the legal surplus account is not available for the payment of dividends to shareholders.

Treasury Stock

Under Oriental’s current stock repurchase program, it is authorized to purchase in the open market up to $7.7 million of its outstanding shares of common stock. The shares of common stock repurchased are to be held by Oriental as treasury shares. During the six-month periods ended June 30, 2019 and 2018, Oriental did not repurchase any shares under the program.

At June 30, 2019 the number of shares that may yet be purchased under the $70 million program is estimated at 325,236 and was calculated by dividing the remaining balance of $7.7 million by $23.77 (closing price of Oriental's common stock at June 30, 2019).

The activity in connection with common shares held in treasury by Oriental for the six-month periods ended June 30, 2019 and 2018 is set forth below:

	Six-Month Period Ended June 30,
	2019			2018
		Dollar			Dollar
	Shares	Amount		Shares	Amount
	(In thousands, except shares data)
Beginning of period	8,591,310	$	103,633	8,678,427	$	104,502
Common shares used upon lapse of restricted stock units and options	(36,107)		(462)	(35,753)		(533)
End of period	8,555,203	$	103,171	8,642,674	$	103,969

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 16 - ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income, net of income taxes, as of June 30, 2019 and December 31, 2018 consisted of:

	June 30,		December 31,
	2019		2018
	(In thousands)
Unrealized loss on securities available-for-sale which are not other-than-temporarily impaired	$	(3,478)	$	(12,654)
Income tax effect of unrealized loss on securities available-for-sale		391		1,682
Net unrealized gain on securities available-for-sale which are not other-than-temporarily impaired		(3,087)		(10,972)
Unrealized (loss) gain on cash flow hedges		(958)		14
Income tax effect of unrealized (loss) gain on cash flow hedges		359		(5)
Net unrealized (loss) gain on cash flow hedges		(599)		9
Accumulated other comprehensive (loss), net of income taxes	$	(3,686)	$	(10,963)

Unrealized losses on available-for-sale securities includes $14.4 million as effect of the adoption of ASU No. 2017-12 and reclassification of all of its mortgage backed securities with carrying value of $424.7 million, from the held-to-maturity portfolio into the available-for-sale portfolio.

The following table presents changes in accumulated other comprehensive income by component, net of taxes, for the quarters and six-month periods ended June 30, 2019 and 2018:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30,
	2019						2018
	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		(loss) income		available-for-sale		hedges		(loss) income
	(In thousands)
Beginning balance	$	(7,841)	$	(206)	$	(8,047)	$	(12,274)	$	89	$	(12,185)
Other comprehensive income (loss) before reclassifications		(10)		(952)		(962)		(3,178)		(281)		(3,459)
Amounts reclassified out of accumulated other comprehensive (loss) income		4,764		559		5,323		(66)		448		382
Other comprehensive income (loss)		4,754		(393)		4,361		(3,244)		167		(3,077)
Ending balance	$	(3,087)	$	(599)	$	(3,686)	$	(15,518)	$	256	$	(15,262)

	Six-Month Period Ended June 30, 2018
	2019						2018
	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		(loss) income		available-for-sale		hedges		(loss) income
	(In thousands)
Beginning balance	$	(10,972)	$	9	$	(10,963)	$	(2,638)	$	(311)	$	(2,949)
Transfer of securities held to maturity to available-for-sale		(12,041)		-		(12,041)		-		-		-
Other comprehensive (loss) income before reclassifications		15,178		(1,384)		13,794		(12,754)		(255)		(13,009)
Amounts reclassified out of accumulated other comprehensive (loss) income		4,748		776		5,524		(126)		822		696
Other comprehensive income (loss)		7,885		(608)		7,277		(12,880)		567		(12,313)
Ending balance	$	(3,087)	$	(599)	$	(3,686)	$	(15,518)	$	256	$	(15,262)

The following table presents reclassifications out of accumulated other comprehensive income for the quarters and six-month periods ended June 30, 2019 and 2018:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Amount reclassified out of accumulated other comprehensive income				Affected Line Item in Consolidated Statement of Operations

	Quarter Ended June 30,
		2019		2018
	(In thousands)
Cash flow hedges:
Interest-rate contracts	$	559	$	448
Available-for-sale securities:					Net interest expense
Gain on sale of investments		4,776		-	Net gain on sale of securities
Tax effect from changes in tax rates		(13)		(66)	Income tax expense
	$	5,322	$	382


	Amount reclassified out of accumulated other comprehensive income				Affected Line Item in Consolidated Statement of Operations

	Six-Month Period Ended June 30,
		2019		2018
	(In thousands)
Cash flow hedges:
Interest-rate contracts	$	776	$	822
Available-for-sale securities:					Net interest expense
Gain on sale of investments		4,776		-	Income tax expense
Residual tax effect from OIB's change in applicable tax rate		-		5	Income tax expense
Tax effect from changes in tax rates		(29)		(131)	Income tax expense
	$	5,523	$	696

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 17 – EARNINGS PER COMMON SHARE

The calculation of earnings per common share for the quarters and six-month periods ended June 30, 2019 and 2018 is as follows:

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands, except per share data)
Net income	$	23,979	$	19,649	$	47,449	$	36,566
Less: Dividends on preferred stock
Non-convertible preferred stock (Series A, B, and D)		(1,628)		(1,628)		(3,256)		(3,255)
Convertible preferred stock (Series C)		-		(1,837)		-		(3,675)
Income available to common shareholders	$	22,351	$	16,184	$	44,193	$	29,636
Effect of assumed conversion of the convertible preferred stock		-		1,837		-		3,675
Income available to common shareholders assuming conversion	$	22,351	$	18,021	$	44,193	$	33,311

Weighted average common shares and share equivalents:
Average common shares outstanding		51,330		43,975		51,317		43,965
Effect of dilutive securities:
Average potential common shares-options		350		113		335		54
Average potential common shares-assuming conversion of convertible preferred stock		-		7,138		-		7,138
Total weighted average common shares outstanding and equivalents		51,680		51,226		51,652		51,157
Earnings per common share - basic	$	0.44	$	0.36	$	0.86	$	0.67
Earnings per common share - diluted	$	0.43	$	0.35	$	0.86	$	0.65

During the last quarter of 2018, Oriental converted all of its 84,000 outstanding shares of Series C Preferred Stock into common stock. Each Series C Preferred Stock share was converted into 86.4225 shares of common stock. In computing diluted earnings per common share during the first nine months of 2018, the 84,000 shares of Series C Preferred Stock that remained outstanding, 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 per common share, the dividends declared during the quarter and six-month period ended June 30, 2018 on the convertible preferred stock were added back as income available to common shareholders.

For the quarter ended June 30, 2019, Oriental did not have weighted-average stock options with an anti-dilutive effect on earnings per share. For the quarter ended June 30, 2018, weighted-average stock options with an anti-dilutive effect on earnings per share not included in the calculation amounted to 433,493. For the six-month periods ended June 30, 2019 and 2018, weighted-average stock options with an anti-dilutive effect on earnings per share not included in the calculation amounted to 47,420 and 442,221, respectively.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 18 – GUARANTEES

At June 30, 2019 and December 31, 2018, the unamortized balance of the obligations undertaken in issuing the guarantees under standby letters of credit represented a liability of $12.5 million and $23.9 million, respectively.

Oriental has a liability for residential mortgage loans sold subject to credit recourse pursuant to FNMA’s residential mortgage loan sales and securitization programs. At June 30, 2019 and December 31, 2018, the unpaid principal balance of residential mortgage loans sold subject to credit recourse was $5.3 million and $5.4 million, respectively.

The following table shows the changes in Oriental’s liability for estimated losses from these credit recourse agreements, included in the consolidated statements of financial condition during the quarters and six-month periods ended June 30, 2019 and 2018.

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Balance at beginning of period	$	214	$	264	$	346	$	358
Net (charge-offs/terminations) recoveries		11		(75)		(121)		(169)
Balance at end of period	$	225	$	189	$	225	$	189

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 Oriental is obligated to repurchase the loan.

If a borrower defaults, pursuant to the credit recourse provided, Oriental is required to repurchase the loan or reimburse the third-party investor for the incurred loss. The maximum potential amount of future payments that Oriental 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 quarters and six-month periods ended June 30, 2019 and 2018, Oriental did not repurchase any mortgage loans subject to credit recourse provision. If a borrower defaults, Oriental has rights to the underlying collateral securing the mortgage loan. Oriental 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 June 30, 2019, Oriental’s liability for estimated credit losses related to loans sold with credit recourse amounted to $225 thousand (December 31, 2018– $346 thousand).

When Oriental sells or securitizes mortgage loans, it generally makes customary representations and warranties regarding the characteristics of the loans sold. Oriental's mortgage operations division groups conforming mortgage loans into pools which are exchanged for FNMA and GNMA mortgage-backed securities, which 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 Oriental to ensure that asset guideline qualifications are met. To the extent the loans do not meet specified characteristics, Oriental may be required to repurchase such loans or indemnify for losses and bear any subsequent loss related to the loans. During the quarters ended June 30, 2019, Oriental repurchased $8.1 million (June 30, 2018 – $2.4 million) of unpaid principal balance in mortgage loans, excluding mortgage loans subject to credit recourse provision referred above. During the six-month periods ended June 30, 2019, Oriental repurchased $10.0 million (June 30, 2018 – $4.7 million) of unpaid principal balance in mortgage loans, excluding mortgage loans subject to credit recourse provision referred above.

During the quarters ended June 30, 2019 and 2018, Oriental recognized $48 thousand and $375 thousand, respectively, in losses from the repurchase of residential mortgage loans sold subject to credit recourse, and $25 thousand and $31 thousand, respectively, in losses from the repurchase of residential mortgage loans as a result of breaches of customary representations and warranties. During the six-month periods ended June 30, 2019 and 2018, Oriental recognized $68 thousand and $375 thousand, respectively, in losses from the repurchase of residential mortgage loans sold subject to credit recourse, and $42 thousand and $30 thousand, respectively, in losses from the repurchase of residential mortgage loans as a result of breaches of customary representations and warranties.

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 FHLMC, require Oriental to advance funds to make scheduled payments of principal, interest, taxes and insurance, if such payments have not been received from the borrowers. At June 30, 2019, Oriental serviced $892.1 million (December 31, 2018 - $895.6 million) in mortgage loans for third-parties. Oriental 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, Oriental must absorb the cost of the funds it advances during the time the advance is outstanding. Oriental 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 Oriental would not receive any future servicing income with respect to that loan. At June 30, 2019, the outstanding balance of funds advanced by Oriental under such mortgage loan servicing agreements was approximately $607 thousand (December 31, 2018 - $706 thousand). To the extent the mortgage loans underlying Oriental's servicing portfolio experience increased delinquencies, Oriental 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, Oriental 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 Oriental’s involvement in particular types of financial instruments.

Oriental’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. Oriental uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Credit-related financial instruments at June 30, 2019 and December 31, 2018 were as follows:

	June 30,		December 31,
	2019		2018
	(In thousands)
Commitments to extend credit	$	589,551	$	541,423
Commercial letters of credit		483		340

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. Oriental evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by Oriental upon the extension of credit, is based on management’s credit evaluation of the counterparty.

At June 30, 2019 and December 31, 2018, 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 $557 thousand and $627 thousand, at June 30, 2019 and December 31, 2018, respectively.

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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 June 30, 2019 and December 31, 2018, is as follows:

	June 30,		December 31,
	2019		2018
	(In thousands)
Standby letters of credit and financial guarantees	$	12,513	$	23,889
Loans sold with recourse		5,265		5,414

Standby letters of credit and financial guarantees are written conditional commitments issued by Oriental 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 non-performance 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 Oriental upon extension of credit, is based on management’s credit evaluation of the customer.

Contingencies

Oriental and its subsidiaries are defendants in a number of legal proceedings incidental to their business. In the ordinary course of business, Oriental and its subsidiaries are also subject to governmental and regulatory examinations. Certain subsidiaries of Oriental, 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.

Oriental seeks to resolve all arbitration, litigation and regulatory matters in the manner management believes is in the best interests of Oriental 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 Oriental’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 Oriental. 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 Oriental’s consolidated results of operations or cash flows in particular quarterly or annual periods. Oriental has evaluated all arbitration, litigation and regulatory matters where the likelihood of a potential loss is deemed reasonably possible. Oriental has determined that the estimate of the reasonably possible loss is not significant.

NOTE 20— OPERA TING LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, Oriental adopted ASU No. 2016-02 “Leases” (Topic 842) and all subsequent ASUs that modified Topic 842. For Oriental, Topic 842 primarily affected the accounting treatment for operating lease agreements in which Oriental is the lessee. Oriental elected the hindsight practical expedient, which allows entities to use hindsight when determining lease term and impairment of right-of-use assets. As a result of the changes to the lease terms, Oriental reduced its retained earnings by $736 thousand on the effective date, January 1, 2019.

Lessee Accounting

Right of use assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. The right-of-use asset is measured at the amount of the lease liability adjusted for the remaining balance of any lease incentives received, any cumulative prepaid or accrued rent if the lease payments are uneven throughout the lease term, any unamortized initial direct costs, and any impairment of the right-of-use-asset.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Operating lease expense consists of a single lease cost calculated so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis, and any impairment of the right-of-use asset. Variable lease payments are generally expensed as incurred and include certain nonlease components, such as maintenance and other services provided by the lessor, and other charges included in the lease. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term.

Oriental’s leases do not contain residual value guarantees or material variable lease payments. All leases were classified as operating leases.

Substantially all of the leases in which Oriental is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2032. All of our leases are classified as operating leases, and therefore, were previously not recognized on Oriental’s consolidated statements of financial condition. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated statements of financial condition as a right-of-use asset and a corresponding lease liability. Oriental leases to others certain space in its principal offices for terms extending through 2023; all are operating leases.

Operating Lease Cost

	Quarter Ended June 30, 2019		Six-Month Period Ended June 30, 2019
	Quarter Ended June 30, 2019		Six-Month Period Ended June 30, 2019		Statement of Operations Classification
	(In thousands)
Lease costs	$	1,812	$	3,341	Occupancy and equipment
Variable lease costs		665		1,349	Occupancy and equipment
Short-term lease cost		(133)		23	Occupancy and equipment
Lease income		(141)		(296)	Occupancy and equipment
Total lease cost	$	2,203	$	4,417

Rent expenses for the quarter and six-month period ended June 30, 2018, prior to adoption of ASU 2016-02 (Topic 842), were $3.2 million and $5.4 million, respectively, included in the "occupancy and equipment" caption in the unaudited consolidated statements of operations.

Operating Lease Assets and Liabilities

		June 30 2019
		June 30 2019	Statement of Financial Condition Classification
		(In thousands)
Right-of-use assets	$	20,419	Operating lease right-of-use assets
Lease Liabilities	$	22,179	Operating leases liabilities

	June 30, 2019
	June 30, 2019
	(In thousands)
Weighted-average remaining lease term		4 years
Weighted-average discount rate		8.6%

Future minimum payments for operating leases with initial or remaining terms of one year or more as of June 30, 2019 were as follows:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Minimum Rent
Year Ending December 31,	(In thousands)
2019	$	3,322
2020		5,984
2021		5,003
2022		3,869
2023		2,991
Thereafter		8,954
Total lease payments	$	30,123
Less imputed interest		7,944
Present value of lease liabilities	$	22,179

Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2018 were as follows:

	Minimum Rent
Year Ending December 31,	(In thousands)
2019	$	5,618
2020		4,293
2021		3,360
2022		2,494
2023		1,968
Thereafter		6,679
Total future minimum lease payments	$	24,412

NOTE 21 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Oriental follows the fair value measurement framework under U.S. Generally Accepted Accounting Principles (“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 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 valuations obtained from an independent pricing provider, ICE Data Pricing (formerly known as IDC). ICE is a well-recognized pricing company and an established leader in financial information. Such securities are classified as Level 1 or Level 2 depending on the basis for determining fair value. If listed prices or quotes are not available, fair value is based upon externally developed models that use both observable and unobservable inputs depending on the market activity of the instrument, and such securities are classified as Level 3. At June 30, 2019 and December 31, 2018, Oriental did not have investment securities classified as Level 3.

Derivative instruments

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 Oriental. 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.

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 ASC 820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on the fair value of the collateral, which is derived from appraisals that take into consideration prices in observed transactions involving similar assets in similar locations, in accordance with the provisions of ASC 310-10-35 less disposition costs. Currently, the associated loans considered impaired are classified as Level 3.

Foreclosed real estate

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

Other repossessed assets

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

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

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
	(In thousands)
Recurring fair value measurements:
Investment securities available-for-sale	$	-	$	857,433	$	-	$	857,433
Trading securities		-		412		-		412
Money market investments		7,485		-		-		7,485
Derivative assets		-		26		-		26
Servicing assets		-		-		10,134		10,134
Derivative liabilities		-		(985)		-		(985)
	$	7,485	$	856,886	$	10,134	$	874,505
Non-recurring fair value measurements:
Impaired commercial loans	$	-	$	-	$	83,780	$	83,780
Foreclosed real estate		-		-		29,509		29,509
Other repossessed assets		-		-		2,507		2,507
	$	-	$	-	$	115,796	$	115,796

	December 31, 2018
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
	(In thousands)
Recurring fair value measurements:
Investment securities available-for-sale	$	-	$	841,857	$	-	$	841,857
Trading securities		-		360		-		360
Money market investments		4,930		-		-		4,930
Derivative assets		-		347		-		347
Servicing assets		-		-		10,716		10,716
Derivative liabilities		-		(333)		-		(333)
	$	4,930	$	842,231	$	10,716	$	857,877
Non-recurring fair value measurements:
Impaired commercial loans	$	-	$	-	$	81,976	$	81,976
Foreclosed real estate		-		-		33,768		33,768
Other repossessed assets		-		-		2,986		2,986
	$	-	$	-	$	118,730	$	118,730

The table below presents a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the quarters and six-month periods ended June 30, 2019 and 2018:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Level 3 Instruments Only	Servicing Assets
	(In thousands)
	Quarter Ended June 30,
	2019		2018
Balance at beginning of period	$	10,623	$	10,533
New instruments acquired		206		389
Principal repayments		(250)		(210)
Changes in fair value of servicing assets		(445)		117
Balance at end of period	$	10,134	$	10,829


Level 3 Instruments Only	Servicing Assets
	(In thousands)
	Six-Month Period Ended June 30,
	2019		2018
	(In thousands)
Balance at beginning of period	$	10,716	$	9,821
New instruments acquired		508		741
Principal repayments		(451)		(409)
Changes in fair value of servicing assets		(639)		676
Balance at end of period	$	10,134	$	10,829

During the quarters and six-month periods ended June 30, 2019, and 2018, there were purchases and sales of assets and liabilities measured at fair value on a recurring basis. There were no transfers into and out of Level 1 and Level 2 fair value measurements during such periods.

The table below presents quantitative information for all assets and liabilities measured at fair value on a recurring and non-recurring basis using significant unobservable inputs (Level 3) at June 30, 2019:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	June 30, 2019
	Fair Value		Valuation Technique	Unobservable Input	Range
	(In thousands)

Servicing assets	$	10,134	Cash flow valuation	Constant prepayment rate	4.38% -8.96%
				Discount rate	10.00% - 12.00%
Collateral dependent impaired loans	$	41,149	Fair value of property or collateral	Appraised value less disposition costs	16.20% - 36.20%


Other non-collateral dependent impaired loans	$	42,631	Cash flow valuation	Discount rate	4.25% - 12.25%

Foreclosed real estate	$	29,509	Fair value of property or collateral	Appraised value less disposition costs	16.20% - 36.20%

Other repossessed assets	$	2,507	Fair value of property or collateral	Estimated net realizable value less disposition costs	40.00% - 60.00%

Information about Sensitivity to Changes in Significant Unobservable Inputs

Servicing assets – The significant unobservable inputs used in the fair value measurement of Oriental’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.

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 Oriental.

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.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The estimated fair value and carrying value of Oriental’s financial instruments at June 30, 2019 and December 31, 2018 is as follows:

	June 30,				December 31,
	2019				2018
	Fair		Carrying		Fair		Carrying
	Value		Value		Value		Value
	(In thousands)
Level 1
Financial Assets:
Cash and cash equivalents	$	676,381	$	676,381	$	447,033	$	447,033
Restricted cash	$	1,049	$	1,049	$	3,030	$	3,030
Level 2
Financial Assets:
Trading securities	$	412	$	412	$	360	$	360
Investment securities available-for-sale	$	857,433	$	857,433	$	841,857	$	841,857
Investment securities held-to-maturity	$	-	$	-	$	410,353	$	424,740
Federal Home Loan Bank (FHLB) stock	$	12,821	$	12,821	$	12,644	$	12,644
Other investments	$	3	$	3	$	3	$	3
Derivative assets	$	26	$	26	$	347	$	347
Financial Liabilities:
Derivative liabilities	$	985	$	985	$	333	$	333
Level 3
Financial Assets:
Total loans (including loans held-for-sale)	$	4,186,613	$	4,474,497	$	4,106,628	$	4,431,594
Accrued interest receivable	$	33,909	$	33,909	$	34,254	$	34,254
Servicing assets	$	10,134	$	10,134	$	10,716	$	10,716
Accounts receivable and other assets	$	37,443	$	37,443	$	37,842	$	37,842
Financial Liabilities:
Deposits	$	4,941,446	$	4,945,137	$	4,881,903	$	4,908,115
Securities sold under agreements to repurchase	$	239,038	$	240,324	$	453,135	$	455,508
Advances from FHLB	$	81,868	$	80,085	$	78,503	$	77,620
Other borrowings	$	338	$	338	$	1,214	$	1,214
Subordinated capital notes	$	37,076	$	36,083	$	36,184	$	36,083
Accrued expenses and other liabilities	$	70,512	$	70,512	$	87,665	$	87,665

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 June 30, 2019 and December 31, 2018:

• Cash and cash equivalents (including money market investments and time deposits with other banks), restricted cash, accrued interest receivable, accounts receivable and other assets, accrued expenses and other liabilities, and other borrowings 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 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.

• 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 and non-performing loans) is based on the exit market price, which 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. The fair value 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.

• 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, and subordinated capital notes is based on the discounted value of the contractual cash flows using current estimated market discount rates for borrowings with similar terms, remaining maturities and put dates.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 22 – BANKING AND FINANCIAL SERVICE REVENUES

The following table presents the major categories of banking and financial service revenues for the quarters and six-month periods ended June 30, 2019 and 2018:

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Banking service revenues:
Checking accounts fees	$	1,476	$	1,365	$	2,949	$	2,884
Savings accounts fees		141		157		297		312
Electronic banking fees		8,211		8,286		16,103		15,856
Credit life commissions		151		139		268		258
Branch service commissions		345		396		718		723
Servicing and other loan fees		320		618		636		1,220
International fees		129		179		266		349
Miscellaneous income		3		4		4		5
Total banking service revenues		10,776		11,144		21,241		21,607

Wealth management revenue:
Insurance income		1,648		1,405		2,929		2,644
Broker fees		1,966		1,657		3,723		3,447
Trust fees		2,808		2,902		5,412		5,597
Retirement plan and administration fees		247		298		487		584
Investment banking fees		-		-		-		9
Total wealth management revenue		6,669		6,262		12,551		12,281

Mortgage banking activities:
Net servicing fees		615		1,318		1,559		3,072
Net gains on sale of mortgage loans and valuation		88		77		250		80
Other		(74)		(407)		26		(407)
Total mortgage banking activities		629		988		1,835		2,745
Total banking and financial service revenues	$	18,074	$	18,394	$	35,627	$	36,633

In May 2014 FASB issued ASU No. 2014-09 - Revenue from Contracts with Customers (ASC 606) to clarify the principles for recognizing revenue and to develop a common revenue standard that would remove inconsistencies in revenue requirements, provide a more robust framework for addressing the revenue issues, improve comparability in revenue recognition and to simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer.

The standard defines revenue (ASC-606-10-20) as inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations.

Revenue is recognized when (or as) the performance obligation is satisfied by transferring control of a promised good or service to a customer, either at a point in time or over time. Where a performance obligation is satisfied over time, the related revenue is also recognized over time.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental recognizes the revenue from banking services, wealth management and mortgage banking based on the nature and timing of revenue streams from contracts with customer:

Banking Service Revenues

Electronic banking fees are credit and debit card processing services, use of the Bank’s ATMs by non-customers, debit card interchange income and service charges on deposit accounts. Revenue is recorded once the contracted service has been provided.

Service charges on checking and saving accounts as consumer periodic maintenance revenue is recognized once the service is rendered, while overdraft and late charges revenue are recorded after the contracted service has been provided.

Other income as credit life commissions, servicing and other loan fees, international fees, and miscellaneous fees recognized as banking services revenue are out of the scope of the 606 guideline.

Wealth Management Revenue

Insurance income from commissions and sale of annuities are recorded once the sale has been completed.

Brokers fees consist of two categories:

· Sales commissions generated by advisors for their clients’ purchases and sales of securities and other investment products, which are collected once the stand-alone transactions are completed at trade date or as earned, and managed account fees which are fees charged to advisors’ clients’ accounts on the Company corporate advisory platform. These revenues do not cover future services, as a result there is no need to allocate the amount received to any other service.

· Fees for providing distribution services related to mutual funds, net of compensation paid to a service provider who provides such services, as well as trailer fees (also known as 12-b1 fess). These fees are considered variable and are recognized over time, as the uncertainty of the fees to be received is resolved as the net asset value of the mutual fund is determined and investor activity occurs. Fees do not cover future services, as a result there is no need to allocate the amount received to any other service.

Retirement plan and administration fees are revenues related to the payment received from the clients of OPC for assistance with the planning, design and administration of retirement plans, acting as third party administrator for such plans, and daily record keeping services of retirement plans. Fees are collected once the stand-alone transaction was completed at trade date. Fees do not cover future services, as a result there is no need to allocate the amount received to any other service.

Trust fees are revenues related to fiduciary services provided to 401K retirement plans, a unit investment trust, and retirement plans, which include investment management, payment of distributions, if any, safekeeping, custodial services of plan assets, servicing of Trust officers, on-going due diligence of the Trust, and recordkeeping of transactions. Fees are billed based on services contracted. Negotiated fees are detailed in the contract. Fees collected in advance, are amortized over the term of the contract. Fees are collected on a monthly basis once the administrative service has been completed. Monthly fee does not include future services.

Investment banking fees as compensation fees are out of the scope of the 606 guideline.

Mortgage Banking Activities

Mortgage banking activities as servicing fees, gain on sale of mortgage loans valuation and other are out of the scope of the 606 guideline.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 23 – BUSINESS SEGMENTS

Oriental 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 Oriental’s organization, nature of its products, distribution channels and economic characteristics of the products were also considered in the determination of the reportable segments. Oriental 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. Oriental’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 Oriental’s own portfolio. As part of its mortgage banking activities, Oriental 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 Oriental’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.

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 six-month periods ended June 30, 2019 and 2018:

	Quarter Ended June 30, 2019
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	84,475	$	19	$	9,761	$	94,255	$	-	$	94,255
Interest expense		(9,187)		-		(3,983)		(13,170)		-		(13,170)
Net interest income		75,288		19		5,778		81,085		-		81,085
Provision for loan and lease losses, net		(17,675)		-		(30)		(17,705)		-		(17,705)
Non-interest income		11,330		6,834		4,784		22,948		-		22,948
Non-interest expenses		(46,346)		(3,898)		(1,208)		(51,452)		-		(51,452)
Intersegment revenue		587		-		-		587		(587)		-
Intersegment expenses		-		(165)		(422)		(587)		587		-
Income before income taxes	$	23,184	$	2,790	$	8,902	$	34,876	$	-	$	34,876
Income tax expense		9,042		1,088		767		10,897		-		10,897
Net income	$	14,142	$	1,702	$	8,135	$	23,979	$	-	$	23,979
Total assets	$	5,951,860	$	27,067	$	1,532,053	$	7,510,980	$	(1,046,853)	$	6,464,127

	Six-Month Period Ended June 30, 2019
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	167,991	$	37	$	20,937	$	188,965	$	-	$	188,965
Interest expense		(17,823)		-		(8,268)		(26,091)		-		(26,091)
Net interest income		150,168		37		12,669		162,874		-		162,874
Provision for loan and lease losses, net		(29,882)		-		(72)		(29,954)		-		(29,954)
Non-interest income		22,986		12,818		4,800		40,604		-		40,604
Non-interest expenses		(92,829)		(8,225)		(2,550)		(103,604)		-		(103,604)
Intersegment revenue		1,141		-		-		1,141		(1,141)		-
Intersegment expenses		-		(339)		(802)		(1,141)		1,141		-
Income before income taxes	$	51,584	$	4,291	$	14,045	$	69,920	$	-	$	69,920
Income tax expense (benefit)		19,344		1,609		1,518		22,471		-		22,471
Net income	$	32,240	$	2,682	$	12,527	$	47,449	$	-	$	47,449
Total assets	$	5,951,860	$	27,067	$	1,532,053	$	7,510,980	$	(1,046,853)	$	6,464,127

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Quarter Ended June 30, 2018
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	78,133	$	14	$	9,859	$	88,006	$	-	$	88,006
Interest expense		(7,132)		-		(3,286)		(10,418)		-		(10,418)
Net interest income		71,001		14		6,573		77,588		-		77,588
Provision for loan and lease losses, net		(14,744)		-		(3)		(14,747)		-		(14,747)
Non-interest income		12,240		6,448		15		18,703		-		18,703
Non-interest expenses		(46,109)		(5,282)		(909)		(52,300)		-		(52,300)
Intersegment revenue		542		-		-		542		(542)		-
Intersegment expenses		-		(208)		(334)		(542)		542		-
Income before income taxes	$	22,930	$	972	$	5,342	$	29,244	$	-	$	29,244
Income tax expense		8,943		379		273		9,595		-		9,595
Net income	$	13,987	$	593	$	5,069	$	19,649	$	-	$	19,649
Total assets	$	6,006,889	$	29,253	$	1,447,949	$	7,484,091	$	(982,529)	$	6,501,562

	Six-Month Period Ended June 30, 2018
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	152,507	$	26	$	18,643	$	171,176	$	-	$	171,176
Interest expense		(13,422)		-		(6,172)		(19,594)		-		(19,594)
Net interest income		139,085		26		12,471		151,582		-		151,582
Provision for loan and lease losses, net		(30,199)		-		(8)		(30,207)		-		(30,207)
Non-interest income		24,433		12,756		28		37,217		-		37,217
Non-interest expenses		(94,190)		(8,568)		(1,663)		(104,421)		-		(104,421)
Intersegment revenue		903		-		-		903		(903)		-
Intersegment expenses		-		(387)		(516)		(903)		903		-
Income before income taxes	$	40,032	$	3,827	$	10,312	$	54,171	$	-	$	54,171
Income tax expense (benefit)		15,612		1,493		500		17,605		-		17,605
Net income	$	24,420	$	2,334	$	9,812	$	36,566	$	-	$	36,566
Total assets	$	6,006,889	$	29,253	$	1,447,949	$	7,484,091	$	(982,529)	$	6,501,562

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

INTRODUCTION

The following discussion of Oriental’s financial condition and results of operations should be read in conjunction with the “Selected Financial Data” and Oriental’s 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, 2018 (the “2018 Form 10-K”), for discussion of the uncertainties, risks and assumptions associated with these statements.

Oriental 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. Oriental operates through three major business segments: Banking, Wealth Management, and Treasury, and distinguishes itself based on quality service. Oriental has 39 branches in Puerto Rico and a subsidiary in Boca Raton, Florida, and a non-bank operating subsidiary in Cornelius, North Carolina. Oriental’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.

Oriental’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, Oriental’s commitment is to continue producing a balanced and growing revenue stream.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

CRITICAL ACCOUNTING POLIC IES AND ESTIMATES

The preparation of financial statements in accordance with 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 2018 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 2018 Form 10-K, we identified several accounting policies as critical, including the following, 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:

· Fair value measurements of financial instruments

· Interest on loans and allowance for loan and lease losses

· Accounting for purchased credit-impaired loans

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. There have been no material changes in the methods used to formulate these critical accounting estimates from those discussed in our 2018 Form 10-K.

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SELECTED FI NANCIAL DATA

Quarter Ended June 30,

Six-Month Period Ended June 30,

Variance

2019

2018

2019

2018

EARNINGS DATA:

(In thousands, except per share data)

Interest income

94,255

88,006

7.1%

188,965

171,176

10.4%

Interest expense

13,170

10,418

26.4%

26,091

19,594

33.2%

Net interest income

81,085

77,588

4.5%

162,874

151,582

7.4%

Provision for loan and lease losses, net

17,705

14,747

20.1%

29,954

30,207

-0.8%

Net interest income after provision for loan

and lease losses

63,380

62,841

0.9%

132,920

121,375

9.5%

Non-interest income

22,948

18,703

22.7%

40,604

37,217

9.1%

Non-interest expenses

51,452

52,300

-1.6%

103,604

104,421

-0.8%

Income before taxes

34,876

29,244

19.3%

69,920

54,171

29.1%

Income tax expense

10,897

9,595

13.6%

22,471

17,605

27.6%

Net income

23,979

19,649

22.0%

47,449

36,566

29.8%

Less: dividends on preferred stock

(1,628)

(3,465)

53.0%

(3,256)

(6,930)

53.0%

Income available to common shareholders

22,351

16,184

38.1%

44,193

29,636

49.1%

PER SHARE DATA:

Basic

0.44

0.36

22.2%

0.86

0.67

28.4%

Diluted

0.43

0.35

22.9%

0.86

0.65

32.3%

Average common shares outstanding

51,330

43,975

16.7%

51,317

43,965

16.7%

Average common shares outstanding and equivalents

51,680

51,226

0.9%

51,652

51,157

1.0%

Cash dividends declared per common share

0.07

0.06

16.7%

0.14

0.12

16.7%

Cash dividends declared on common shares

3,595

2,640

36.2%

7,186

5,278

36.2%

PERFORMANCE RATIOS:

Return on average assets (ROA)

1.48%

1.23%

20.3%

1.45%

1.16%

25.0%

Return on average tangible common equity

10.32%

9.20%

12.2%

10.32%

8.47%

21.8%

Return on average common equity (ROE)

9.36%

8.15%

14.8%

9.35%

7.50%

24.7%

Efficiency ratio

51.89%

54.49%

-4.8%

52.19%

55.48%

-5.9%

Interest rate spread

5.25%

5.14%

2.1%

5.26%

5.14%

2.3%

Interest rate margin

5.37%

5.23%

2.7%

5.38%

5.23%

2.9%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

SELECTED FINANCIAL DATA - (Continued)

	June 30,		December 31,		Variance
	2019		2018		%
PERIOD END BALANCES AND CAPITAL RATIOS:	(In thousands, except per share data)
Investments and loans
Investment securities	$	870,669	$	1,279,604	-32.0%
Loans and leases, net		4,474,497		4,431,594	1.0%
Total investments and loans	$	5,345,166	$	5,711,198	-6.4%
Deposits and borrowings
Deposits	$	4,945,137	$	4,908,115	0.8%
Securities sold under agreements to repurchase		240,324		455,508	-47.2%
Other borrowings		116,506		114,917	1.4%
Total deposits and borrowings	$	5,301,967	$	5,478,540	-3.2%
Stockholders’ equity
Preferred stock	$	92,000	$	92,000	0.0%
Common stock		59,885		59,885	0.0%
Additional paid-in capital		620,368		619,381	0.2%
Legal surplus		95,019		90,167	5.4%
Retained earnings		284,459		253,040	12.4%
Treasury stock, at cost		(103,171)		(103,633)	0.4%
Accumulated other comprehensive (loss)		(3,686)		(10,963)	-66.4%
Total stockholders' equity	$	1,044,874	$	999,877	4.5%
Per share data
Book value per common share	$	18.76	$	17.90	4.8%
Tangible book value per common share	$	17.03	$	16.15	5.4%
Market price at end of period	$	23.77	$	16.46	44.4%
Capital ratios
Leverage capital		15.20%		14.22%	6.9%
Common equity Tier 1 capital ratio		17.48%		16.78%	4.2%
Tier 1 risk-based capital		19.87%		19.20%	3.5%
Total risk-based capital		21.14%		20.48%	3.2%
Equity to assets ratio		16.16%		15.19%	6.4%
Financial assets managed
Trust assets managed	$	2,992,170	$	2,771,462	8.0%
Broker-dealer assets	$	2,370,402	$	2,116,035	12.0%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We are extremely pleased with our second quarter results as Oriental continues to deliver on all fronts. Our strategies are proving highly effective in capturing the positive economic shift taking place in Puerto Rico as Oriental builds excellent momentum for growth now and into the future. Our levels of small business, auto and consumer loan production; our core deposit growth, credit quality, and capital; and our number of customers confirm the success of our Vive la Diferencia (Live the Difference) strategy.

As a result, we generated a 23% increase in earnings per share on a more than 3% increase in net revenue compared to the year ago quarter, with return on assets, net interest margin, and efficiency ratios all at levels similar to top performing peer mainland banks.

Looking ahead, we will further consolidate our position as the premier retail bank on the island when the recently announced Scotiabank Puerto Rico and U.S. Virgin Island acquisition is closed, and we become the second largest bank in core deposits, branches, automated and interactive teller machines, and mortgage servicing in Puerto Rico and the third largest bank in the U.S. Virgin Islands.

FINANCIAL HIGHLIGHTS

Comparison of the quarters ended June 30, 2019 versus 2018

· Net revenues increased 3.3% to $99.2 million from $96.0 million. Increased interest income from Originated Loans and Cash more than offset pay downs of Acquired Loans and lower Investment Securities balances.

· Earnings per diluted share of $0.43 compared to $0.35, a 22.9% increase. Book value per common share grew 4.2% to $18.76. Tangible Book Value per common share expanded 6.7% to $17.03.

· Loans increased 3.7% to $4.47 billion, while core deposits rose 3.1% to $4.56 billion. New loan origination of $326.6 million included the continued success of our strategic targeting of small business customers.

· Net Interest Margin increased 14 basis points to 5.37%. Credit quality and the efficiency ratio improved. Return on Average Assets increased 25 basis points to 1.48%. Return on Average Tangible Common Equity expanded 112 basis points to 10.32%. Capital metrics continued at new multi-year highs.

Other items during the quarter ended June 30, 2019

· Oriental sold $349.7 million in low-yielding mortgage-backed securities (MBS) in May and reduced related high cost non-core funding. The sale resulted in a $4.8 million gain and the reduction of $191 million of repurchase agreements and $63 million of brokered CDs.

· Oriental decided to sell $53.6 million unpaid principal balance of mostly distressed acquired residential mortgages. The sale is expected to close before year end of 2019 as Oriental takes advantage of improving market conditions in Puerto Rico. This decision resulted in an $8.8 million net increase in provision.

· Oriental entered into an agreement with Scotiabank to acquire its Puerto Rico and U.S. Virgin Islands operations, subject to usual closing conditions. During the quarter, $1.0 million in related expenses were incurred.

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 six-month periods ended June 30, 2019 and 2018:

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 1 - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE
FOR THE QUARTERS ENDED JUNE 30, 2019 AND 2018

	Interest				Average rate		Average balance
	June		June		June	June	June		June
	2019		2018		2019	2018	2019		2018
	(Dollars in thousands)
A - TAX EQUIVALENT SPREAD
Interest-earning assets	$	94,255	$	88,006	6.24%	5.93%	$	6,060,819	$	5,951,906
Tax equivalent adjustment		3,046		1,966	0.20%	0.13%		-		-
Interest-earning assets - tax equivalent		97,301		89,972	6.44%	6.06%		6,060,819		5,951,906
Interest-bearing liabilities		13,171		10,418	0.99%	0.79%		5,339,916		5,311,548
Tax equivalent net interest income / spread		84,130		79,554	5.45%	5.27%		720,903		640,358
Tax equivalent interest rate margin					5.65%	5.40%
B - NORMAL SPREAD
Interest-earning assets:
Investments:
Investment securities		6,271		8,335	2.39%	2.48%		1,050,739		1,344,917
Interest bearing cash and money market investments		2,904		1,242	2.42%	1.72%		481,115		289,227
Total investments		9,175		9,577	2.39%	2.48%		1,531,854		1,634,144
Non-acquired loans
Mortgage		8,708		8,783	5.38%	5.14%		647,254		682,890
Commercial		25,628		20,481	6.49%	5.83%		1,584,363		1,410,300
Consumer		11,225		10,425	12.15%	11.73%		370,461		356,413
Auto and leasing		27,418		23,021	9.18%	9.23%		1,197,959		1,000,028
Total non-acquired loans		72,979		62,710	7.70%	7.29%		3,800,037		3,449,631
Acquired loans:
Acquired BBVAPR
Mortgage		6,114		6,917	5.25%	5.40%		466,241		512,138
Commercial		2,538		3,660	6.55%	7.11%		157,070		208,846
Consumer		703		692	22.21%	20.40%		12,836		13,755
Auto		247		1,084	15.03%	11.43%		6,666		38,454
Total acquired BBVAPR loans		9,602		12,353	5.97%	6.39%		642,813		773,193
Acquired Eurobank		2,499		3,366	11.61%	14.18%		86,115		94,938
Total loans		85,080		78,429	7.54%	7.29%		4,528,965		4,317,762
Total interest-earning assets		94,255		88,006	6.24%	5.93%		6,060,819		5,951,906

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Interest					Average rate		Average balance
	June		June			June	June	June		June
	2019		2018			2019	2018	2019		2018
	(Dollars in thousands)
Interest-bearing liabilities:
Deposits:
NOW Accounts		1,730		968		0.62%	0.37%		1,124,670		1,052,465
Savings and money market		1,882		1,555		0.64%	0.51%		1,180,153		1,230,741
Time deposits		3,652		2,779		1.33%	1.07%		1,065,005		1,012,630
Total core deposits		7,264		5,302		0.86%	0.65%		3,369,828		3,295,836
Brokered deposits		2,526		2,134		2.46%	1.82%		412,383		470,775
		9,790		7,436		1.04%	0.79%		3,782,211		3,766,611
Non-interest bearing deposits		-		-		0.00%	0.00%		1,097,903		1,082,290
Core deposit intangible amortization		201		215		0.00%	0.00%		-		-
Total deposits		9,991		7,651		0.82%	0.63%		4,880,114		4,848,901
Borrowings:
Securities sold under agreements to repurchase		2,106		1,840		2.46%	2.09%		343,370		353,313
Advances from FHLB and other borrowings		559		448		2.79%	2.45%		80,349		73,250
Subordinated capital notes		514		479		5.71%	5.32%		36,083		36,083
Total borrowings		3,179		2,767		2.77%	2.40%		459,802		462,646
Total interest bearing liabilities		13,170		10,418		0.99%	0.79%		5,339,916		5,311,547
Net interest income / spread	$	81,085	$	77,588		5.25%	5.14%
Interest rate margin						5.37%	5.23%
Excess of average interest-earning assets over average interest-bearing liabilities								$	720,903	$	640,358
Average interest-earning assets to average interest-bearing liabilities ratio									113.50%		112.06%

C - CHANGES IN NET INTEREST INCOME DUE TO:
	Volume		Rate		Total
	(In thousands)
Interest Income:
Investments	$	(599)	$	197	$	(402)
Loans		3,974		2,677		6,651
Total interest income		3,375		2,874		6,249
Interest Expense:
Deposits		49		2,291		2,340
Repurchase agreements		(52)		318		266
Other borrowings		60		86		146
Total interest expense		57		2,695		2,752
Net Interest Income	$	3,318	$	179	$	3,497

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 1A - ANALYSIS OF NET INTEREST INCOME AND CHANGES DUE TO VOLUME/RATE
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2019 AND 2018

	Interest				Average rate		Average balance
	June		June		June	June	June		June
	2019		2018		2019	2018	2019		2018
	(Dollars in thousands)
A - TAX EQUIVALENT SPREAD
Interest-earning assets	$	188,965	$	171,176	6.24%	5.90%	$	6,106,868	$	5,847,255
Tax equivalent adjustment		5,384		3,867	0.18%	0.13%		-		-
Interest-earning assets - tax equivalent		194,349		175,043	6.42%	6.03%		6,106,868		5,847,255
Interest-bearing liabilities		26,091		19,594	0.98%	0.76%		5,396,038		5,220,070
Tax equivalent net interest income / spread		168,258		155,449	5.44%	5.28%		710,830		627,185
Tax equivalent interest rate margin					5.62%	5.41%
B - NORMAL SPREAD
Interest-earning assets:
Investments:
Investment securities		14,495		15,686	2.51%	2.43%		1,154,819		1,292,355
Interest bearing cash and money market investments		5,271		2,449	2.44%	1.61%		435,102		306,366
Total investments		19,766		18,135	2.51%	2.43%		1,589,921		1,598,721
Non-acquired loans
Mortgage		17,595		17,795	5.43%	5.21%		648,331		682,938
Commercial		50,776		38,746	6.46%	5.75%		1,584,305		1,359,951
Consumer		22,257		20,433	12.17%	11.58%		368,870		355,700
Auto and leasing		53,649		44,040	9.17%	9.18%		1,180,155		967,446
Total non-acquired loans		144,277		121,014	7.69%	7.25%		3,781,661		3,366,035
Acquired loans:
Acquired BBVAPR
Mortgage		12,465		13,988	5.31%	5.45%		469,879		513,683
Commercial		5,245		7,406	6.69%	6.99%		158,059		213,522
Consumer		1,512		1,452	23.63%	20.66%		12,902		14,174
Auto		627		2,474	15.22%	11.13%		8,309		44,817
Total acquired BBVAPR loans		19,849		25,320	6.12%	6.44%		649,149		786,196
Acquired Eurobank		5,073		6,707	11.78%	13.93%		86,137		96,303
Total loans		169,199		153,041	7.55%	7.26%		4,516,947		4,248,534
Total interest-earning assets		188,965		171,176	6.24%	5.90%		6,106,868		5,847,255

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Interest					Average rate			Average balance
	June		June			June	June		June		June
	2019		2018			2019	2018		2019		2018
	(Dollars in thousands)
Interest-bearing liabilities:
Deposits:
NOW Accounts	$	3,183	$	1,867		0.57%	0.36%	#N/A	$	1,122,155	$	1,055,779
Savings and money market		3,496	$	3,052		0.60%	0.51%			1,180,586	$	1,218,488
Time deposits		6,598	$	5,580		1.29%	1.10%			1,028,870	$	1,018,801
Total core deposits		13,277		10,499		0.80%	0.64%			3,331,611		3,293,068
Brokered deposits		5,362	$	4,020		2.38%	1.47%			455,013		468,718
		18,639		14,519		0.99%	0.78%			3,786,624		3,761,786
Non-interest bearing deposits		-		-		0.00%	0.00%			1,098,720	$	1,050,730
Core deposit intangible amortization		401		429		0.00%	0.00%			-		-
Total deposits		19,040		14,948		0.79%	0.63%			4,885,344		4,812,516
Borrowings:
Securities sold under agreements to repurchase		4,892	$	2,919		2.50%	1.94%			393,826	$	302,728
Advances from FHLB and other borrowings		1,121	$	822		2.80%	2.41%			80,785	$	68,743
Subordinated capital notes		1,038	$	905		5.80%	5.06%			36,083	$	36,083
Total borrowings		7,051		4,646		2.78%	2.30%			510,694		407,554
Total interest-bearing liabilities		26,091		19,594		0.98%	0.76%			5,396,038		5,220,070
Net interest income / spread	$	162,874	$	151,582		5.26%	5.14%
Interest rate margin						5.38%	5.23%
Excess of average interest-earning assets over average interest-bearing liabilities									$	710,832	$	627,185
Average interest-earning assets to average interest-bearing liabilities ratio										113.17%	$	112.01%

C - CHANGES IN NET INTEREST INCOME DUE TO:
	Volume		Rate		Total
	(In thousands)
Interest Income:
Investments	$	(100)	$	1,731	$	1,631
Loans		9,110		7,048		16,158
Total interest income		9,010		8,779		17,789
Interest Expense:
Deposits		226		3,866		4,092
Repurchase agreements		878		1,095		1,973
Other borrowings		198		234		432
Total interest expense		1,302		5,195		6,497
Net Interest Income	$	7,708	$	3,584	$	11,292

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Net Interest Income

Net interest income is a function of the difference between rates earned on Oriental’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). Oriental constantly monitors the composition and re-pricing of its assets and liabilities to maintain its net interest income at adequate levels.

Comparison of the quarters ended June 30, 2019 and 2018

Net interest income of $81.1 million increased $3.5 million from $77.6 million. Interest rate spread increased 11 basis points to 5.25% from 5.14% and net interest margin increased 14 basis points to 5.37% from 5.23%. These increases are mainly due to the net effect of an increase of 31 basis points in the average yield of total interest-earning assets and an increase of 20 basis point in average cost of interest-bearing liabilities.

Net interest income increased as a result of:

· Higher interest income from originated loans by $10.3 million, reflecting higher balances in commercial, consumer and auto portfolios. This increase also reflects higher interest rates in the originated loan portfolio by 41 basis points; and

· Higher interest income from cash and money market investments by $1.7 million, or 70 basis points, mainly due to the increase in Federal Reserve Bank interest rates.

Such increases in net interest income were adversely impacted by:

· Increase in interest expense of $2.8 million, mainly from an increase in cost of customer deposits and brokered deposits of $1.8 million and $400 thousand, respectively, and increase in cost of repurchase agreements of $267 thousand; and

· Decrease in interest income from investment of $2.1 million reflecting the $349.7 million of available-for-sale mortgage-backed securities sale in May 2019.

· Decrease of $3.6 million in the interest income from acquired loans as such loans continue to be repaid.

Comparison of the six-month period ended June 30, 2019 and 2018

Net interest income of $162.9 million increased $11.3 million from $151.6 million. Interest rate spread increased 12 basis points to 5.26% from 5.14% and net interest margin increased 15 basis points to 5.38% from 5.23%. These increases are mainly due to the net effect of an increase of 34 basis points in the average yield of total interest earning assets and 22 basis points in the total average of interest-bearing liabilities.

Net interest income was positively impacted by:

· Higher interest income from originated loans by $23.3 million, reflecting higher balances in commercial, consumer and auto loan portfolios. This increase also reflects higher interest rates in the originated loan portfolio by 44 basis points from higher prices by $8.0 million and volume by $17.0 million; and

· Higher interest income from cash and money market of $2.8 million due to increase in price and volume of $1.6 million and $1.3 million, respectively.

Net interest income was adversely impacted by:

· Increase in interest expense of $6.5 million, mainly from an increase in customer and brokered deposit costs of $2.8 million and $1.3 million, respectively, and increase in cost of repurchase agreements of $2.4 million;

· Decrease in interest income from investment of $1.2 million reflecting mortgage-backed securities sale in May 2019; and

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

· Decrease of $7.1 million in the interest income from acquired loans as such loans continue to be repaid.

TABLE 2 - NON-INTEREST INCOME SUMMARY

	Quarter Ended June 30,					Six-Month Period Ended June 30,
	2019		2018		Variance	2019		2018		Variance
	(Dollars in thousands)
Banking service revenue	$	10,776	$	11,144	-3.3%	$	21,241	$	21,607	-1.7%
Wealth management revenue		6,669		6,262	6.5%		12,551		12,281	2.2%
Mortgage banking activities		629		988	-36.3%		1,835		2,745	-33.2%
Total banking and financial service revenue		18,074		18,394	-1.7%		35,627		36,633	-2.7%
Net gain (loss) on:
Sale of securities available for sale		4,776		-	100.0%		4,776		-	100.0%
Early extinguishment of debt		(7)		-	-100.0%		(7)		-	-100.0%
Other non-interest income		105		309	-66.0%		208		584	-64.4%
Total non-interest income, net	$	22,948	$	18,703	22.7%	$	40,604	$	37,217	9.1%

Non-Interest Income

Non-interest income is affected by the amount of the trust department 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, fees generated from loans and deposit accounts, and gains on sales of assets.

Comparison of quarters ended June 30, 2019 and 2018

Oriental recorded non-interest income, net, in the amount of $22.9 million, compared to $18.7 million, an increase of 22.7%, or $4.2 million. The net increase in non-interest income was mainly due to:

· An increase of $4.8 million from a gain on sale of $349.7 million in mortgage-backed securities during the quarter.

Comparison of six-month periods ended June 30, 2019 and 2018

Oriental recorded non-interest income, net, in the amount of $40.6 million, compared to $37.2 million, an increase of 9.1%, or $3.4 million. The increase in non-interest income was mainly due to:

· An increase of $4.8 million from a gain on sale of $349.7 million in mortgage-backed securities during the six-month period.

The increase in non-interest income was partially offset by:

· A decrease in mortgage banking activities of $910 thousand, mainly reflecting lower mortgage servicing fees.

100

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 3 - NON-INTEREST EXPENSES SUMMARY

	Quarter Ended June 30,					Six-Month Period Ended June 30,
	2019		2018		Variance %	2019		2018		Variance %
	(Dollars in thousands)
Compensation and employee benefits	$	19,875	$	18,099	9.8%	$	40,216	$	38,707	3.9%
Occupancy, equipment and infrastructure costs		7,511		9,166	-18.1%		15,257		16,934	-9.9%
Electronic banking charges		5,128		5,415	-5.3%		10,193		10,382	-1.8%
Professional and service fees		3,427		3,146	8.9%		6,635		5,840	13.6%
Loss on sale of foreclosed real estate, other repossessed assets and credit related expenses		2,584		2,289	12.9%		5,950		5,934	0.3%
Information technology expenses		2,200		2,000	10.0%		4,707		4,009	17.4%
Taxes, other than payroll and income taxes		2,142		2,384	-10.2%		4,295		4,645	-7.5%
Advertising, business promotion, and strategic initiatives		1,315		1,024	28.4%		2,526		2,371	6.5%
Insurance		1,277		1,482	-13.8%		2,423		2,960	-18.1%
Loan servicing and clearing expenses		1,160		1,227	-5.5%		2,368		2,388	-0.8%
Merger and restructuring charges		1,000		-	100.0%		1,000		-	100.0%
Communication		859		815	5.4%		1,599		1,700	-5.9%
Printing, postage, stationery and supplies		636		605	5.1%		1,214		1,249	-2.8%
Director and investor relations		330		337	-2.1%		560		577	-2.9%
Other		2,008		4,311	-53.4%		4,661		6,725	-30.7%
Total non-interest expenses	$	51,452	$	52,300	-1.6%	$	103,604	$	104,421	-0.8%
Relevant ratios and data:
Efficiency ratio		51.89%		54.49%			52.19%		55.48%
Compensation and benefits to non-interest expense		38.63%		34.61%			38.82%		37.07%
Compensation to average total assets owned		1.23%		1.11%			1.24%		1.19%
Average number of employees		1,447		1,354			1,447		1,354
Average compensation per employee	$	13.73	$	13.37		$	27.79	$	28.59
Average loans per average employee	$	3,130	$	3,183		$	3,122	$	3,137

101

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Non-Interest Expenses

Comparison of quarters ended June 30, 2019 and 2018

Non-interest expense was $51.5 million, representing a decrease of 1.6% compared to $52.3 million.

The slight decrease in non-interest expenses was driven by:

· Lower other operating expenses by $2.3 million, mainly attributed to an increase during the quarter ended June 30, 2018 in claims and settlements accruals and other losses, and to minor repairs to physical assets related to the impact of hurricanes, which were not present in the current quarter.

· Lower occupancy, equipment and infrastructure costs by $1.7 million, mainly attributed lower rent expenses due to the termination of several lease contracts and the closure of branches in 2018, partially offset by $478 thousand received in the prior year quarter as an early termination from one of our former tenants; and

· Lower credit related expenses by $666 thousand, mainly attributed to lower foreclosure and repossession expenses.

The decreases in the foregoing non-interest expenses were offset by:

· Higher compensation and employee benefits by $1.8 million, mainly due to an increase in average employees; and

· Merger and restructuring charges incurred amounting to $1.0 million related to the agreements with The Bank Nova Scotia to acquire its Puerto Rico and US Virgin Islands operations.

The efficiency ratio improved from 54.49% to 51.89%. The efficiency ratio measures how much of Oriental’s revenues is used to pay operating expenses. Oriental 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, 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 quarters ended June 30, 2019 and 2018 amounted to $4.9 million and $309 thousand, respectively.

Comparison of six-month periods ended June 30, 2019 and 2018

Non-interest expense was $103.6 million, representing a slight decrease of 0.8% compared to $104.4 million.

The slight decrease in non-interest expenses was driven by:

· Lower other operating expenses by $2.1 million, mainly attributed to increase during the year ago period in claims and settlements accruals and other losses, and to minor repairs to physical assets related to the impact of hurricanes, which were not present in 2019; and

· Lower occupancy, equipment and infrastructure costs by $1.7 million, mainly attributed lower rent expenses due to the termination of several lease contracts and the closure of branches in 2018, partially offset by $478 thousand received in the prior year period as an early termination from one of our former tenants.

The decreases in the foregoing non-interest expenses were partially offset by:

· Higher compensation and employee benefits by $1.5 million, mainly due to an increase in average employees;

· Higher professional and service fees by $795 thousand, mainly consulting and advisory fees.

· Merger and restructuring charges incurred amounting to $1.0 million related to the agreements with The Bank Nova Scotia on June 26, 2019 to acquire its Puerto Rico and US Virgin Islands operations.

102

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The efficiency ratio improved to 52.19% from 55.48%. Amounts presented as part of non-interest income that are excluded from efficiency ratio computation for the six-month periods ended June 30, 2019 and 2018 amounted to $5.0 million and 584 thousand, respectively.

Provision for Loan and Lease Losses

Comparison of quarters ended June 30, 2019 and 2018

Based on an analysis of the credit quality and the composition of Oriental’s loan portfolio, management determined that the provision for the quarters 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 loan and lease losses increased 20.1%, or $3.0 million, to $17.7 million. The increase in the provision was mostly due to a net increase of $8.8 million primarily related to the expected sale before year-end of $54 million unpaid principal balance of mostly distressed acquired residential mortgages. Excluding such provision, there was a decline of $5.8 million reflecting improved asset quality.

Please refer to the "Allowance for Loan and Lease Losses" in the "Credit Risk Management" section of this MD&A for a more detailed analysis of the allowance for loan and lease losses.

Comparison of six-month periods ended June 30, 2019 and 2018

Based on an analysis of the credit quality and the composition of Oriental’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 loan and lease losses decreased 0.8%, or $252 thousand, to $30 million. The decrease in the provision was mostly due to a decrease in the provision for originated loan and lease losses of $8.0 million, mainly due to an additional provision recognized during the year ago quarter from the periodic assessment of loans remaining in these portfolios, offset by $8.8 million provision related to the expected sale of distressed acquired mortgages.

Please refer to the "Allowance for Loan and Lease Losses" in the "Credit Risk Management" section of this MD&A for a more detailed analysis of the allowance for loan and lease losses.

Income Taxes

Comparison of quarters ended June 30, 2019 and 2018

Income tax expense was $10.9 million, compared to $9.6 million, reflecting the effective income tax rate of 31.2% and the net income before income taxes of $34.9 million for the second quarter of 2019.

Comparison of six-month periods ended June 30, 2019 and 2018

Income tax expense was $22.5 million, compared to $17.6 million, reflecting the effective income tax rate of 32.1% and the net income before income taxes of $69.9 million for the same period in 2018, due to a higher proportion of exempt income and income subject to preferential rates.

Business Segments

103

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental 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 Oriental’s organization, nature of its products, distribution channels and economic characteristics of its services were also considered in the determination of the reportable segments. Oriental 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. Oriental’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 six-month periods ended June 30, 2019 and 2018.

	Quarter Ended June 30, 2019
				Wealth				Total Major				Consolidated
	Banking			Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	84,475	$	19	$	9,761	$	94,255	$	-	$	94,255
Interest expense		(9,187)		-		(3,983)		(13,170)		-		(13,170)
Net interest income		75,288		19		5,778		81,085		-		81,085
Provision for loan and lease losses		(17,675)		-		(30)		(17,705)		-		(17,705)
Non-interest income		11,330		6,834		4,784		22,948		-		22,948
Non-interest expenses		(46,346)		(3,898)		(1,208)		(51,452)		-		(51,452)
Intersegment revenue		587		-		-		587		(587)		-
Intersegment expenses		-		(165)		(422)		(587)		587		-
Income before income taxes	$	23,184	$	2,790	$	8,902	$	34,876	$	-	$	34,876
Income tax expense		9,042		1,088		767		10,897		-		10,897
Net income	$	14,142	$	1,702	$	8,135	$	23,979	$	-	$	23,979
Total assets	$	5,951,860	$	27,067	$	1,532,053	$	7,510,980	$	(1,046,853)	$	6,464,127



	Six-Month Period Ended June 30, 2019
				Wealth				Total Major				Consolidated
	Banking			Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	167,991	$	37	$	20,937	$	188,965	$	-	$	188,965
Interest expense		(17,823)		-		(8,268)		(26,091)		-		(26,091)
Net interest income		150,168		37		12,669		162,874		-		162,874
Provision for loan and lease losses		(29,882)		-		(72)		(29,954)		-		(29,954)
Non-interest income		22,986		12,818		4,800		40,604		-		40,604
Non-interest expenses		(92,829)		(8,225)		(2,550)		(103,604)		-		(103,604)
Intersegment revenue		1,141		-		-		1,141		(1,141)		-
Intersegment expenses		-		(339)		(802)		(1,141)		1,141		-
Income before income taxes	$	51,584	$	4,291		14,045	$	69,920	$	-	$	69,920
Income tax expense (benefit)		19,344		1,609		1,518		22,471		-		22,471
Net income	$	32,240	$	2,682	$	12,527	$	47,449	$	-	$	47,449
Total assets	$	5,951,860	$	27,067	$	1,532,053	$	7,510,980	$	(1,046,853)	$	6,464,127

104

	Quarter Ended June 30, 2018
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	78,133	$	14	$	9,859	$	88,006	$	-	$	88,006
Interest expense		(7,132)		-		(3,286)		(10,418)		-		(10,418)
Net interest income		71,001		14		6,573		77,588		-		77,588
Provision for loan and lease losses		(14,744)		-		(3)		(14,747)		-		(14,747)
Non-interest income		12,240		6,448		15		18,703		-		18,703
Non-interest expenses		(46,109)		(5,282)		(909)		(52,300)		-		(52,300)
Intersegment revenue		542		-		-		542		(542)		-
Intersegment expenses		-		(208)		(334)		(542)		542		-
Income before income taxes	$	22,930	$	972	$	5,342	$	29,244	$	-	$	29,244
Income tax expense		8,943		379		273		9,595		-		9,595
Net income	$	13,987	$	593	$	5,069	$	19,649	$	-	$	19,649
Total assets	$	6,006,889	$	29,253	$	1,447,949	$	7,484,091	$	(982,529)	$	6,501,562

	Six-Month Period Ended June 30, 2018
			Wealth				Total Major				Consolidated
	Banking		Management		Treasury		Segments		Eliminations		Total
	(In thousands)
Interest income	$	152,507	$	26	$	18,643	$	171,176	$	-	$	171,176
Interest expense		(13,422)		-		(6,172)		(19,594)		-		(19,594)
Net interest income		139,085		26		12,471		151,582		-		151,582
Provision for loan and lease losses		(30,199)		-		(8)		(30,207)		-		(30,207)
Non-interest income		24,433		12,756		28		37,217		-		37,217
Non-interest expenses		(94,190)		(8,568)		(1,663)		(104,421)		-		(104,421)
Intersegment revenue		903		-		-		903		(903)		-
Intersegment expenses		-		(387)		(516)		(903)		903		-
Income before income taxes	$	40,032	$	3,827	$	10,312	$	54,171	$	-	$	54,171
Income tax expense		15,612		1,493		500		17,605		-		17,605
Net income	$	24,420	$	2,334	$	9,812	$	36,566	$	-	$	36,566
Total assets	$	6,006,889	$	29,253	$	1,447,949	$	7,484,091	$	(982,529)	$	6,501,562

105

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Comparison of quarters ended June 30, 2019 and 2018

Banking

Oriental's banking segment net income before taxes increased $254 thousand from $22.9 million to $23.2 million, mainly reflecting:

· Higher interest income from originated loans of $10.3 million due to higher balances and interest rates, offset by a decrease of $3.6 million in interest income from acquired loans as such loans continue to be repaid;

· Increase in interest expense of $2.1 million mainly from increase in cost of deposits;

· Increase in the provision for loan and lease losses of $3.0 million, mostly due to a net increase of $8.8 million primarily related to the expected sale before year-end of $54 million unpaid principal balance of mostly distressed acquired residential mortgages, which was partially offset by a decline of $5.8 million reflecting improved asset quality; and

· Decrease in mortgage banking activities of $360 thousand, mainly reflecting lower mortgage servicing fees.

Wealth Management

Wealth management segment revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, increased $1.8 million to $2.8 million mainly from the decrease in non-interest expenses of $1.4 million mainly from lower legal expenses related to claims and settlement accruals.

Treasury

Treasury segment net income before taxes increased $3.6 million from $5.3 million to $8.9 million, reflecting:

· Increase of $4.8 million from a gain on sale of $349.7 million in mortgage-backed securities during the quarter; and

· Increase in cost of repurchase agreements of $267 thousand.

Comparison of six-month periods ended June 30, 2019 and 2018

Banking

Oriental's banking segment net income before taxes increased $11.6 million to $51.6 million, reflecting:

· Higher interest income from originated loans of $23.3 million due to higher balances and interest rates, offset by a decrease of $7.1 million in interest income from acquired loans as such loans continue to be repaid;

106

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

· Increase in interest expense of $4.4 million mainly from an increase in costs of deposits; and,

· Decrease in mortgage banking activities of $910 thousand, mainly reflecting lower mortgage servicing fees.

Wealth Management

Wealth management segment revenue, which consists of commissions and fees from fiduciary activities, and securities brokerage and insurance activities, increased $464 thousand to $4.3 million, mainly due to the decrease in non-interest expenses of $343 thousand mainly from lower legal expenses related to claims and settlement accruals.

Treasury

Treasury segment net income before taxes, which consists of Oriental's asset/liability management activities, such as purchase and sale of investment securities, interest rate risk management, derivatives, and borrowings, increased to $14.0 million, compared to $10.3 million, reflecting:

· Increase of $4.8 million from a gain on sale of $349.7 million in mortgage-backed securities in 2019;

· Increase in interest expenses from securities sold under agreement to repurchase of $2.4 million; and

· Decrease in non-interest expenses of $887 thousand as part of cost savings initiatives.

107

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

ANALYSIS OF FINANCIAL CONDITION

Assets Owned

At June 30, 2019, Oriental’s total assets amounted to $6.464 billion representing a decrease of 1.8% when compared to $6.583 billion at December 31, 2018.

During the first quarter of 2019 Oriental reclassified $424.7 million of its held-to-maturity securities into available-for-sale securities as a result of the adoption of ASU 2017-12. During the second quarter of 2019 Oriental sold $349.7 million of its available for sale mortgage-backed securities at a gain of $4.8 million. Cash and the loans portfolio increased $229.3 million and $42.9 million, respectively. In addition, assets reflect the adoption of the Accounting Standard Update (“ASU”) No. 2016-02, under the effective date method, which requires lessees to recognize a right-of-use asset and related lease liability for lease classified as operating leases, prospectively. At June 30, 2019, the right of use assets amounted to $20.4 million.

Cash and cash equivalents increased 51.3% to $676.4 million, mainly from the sale of securities during the second quarter of 2019.

Oriental’s loan portfolio is comprised of residential mortgage loans, commercial loans collateralized by mortgages on real estate, other commercial and industrial loans, consumer loans, and auto loans. At June 30, 2019, Oriental’s loan portfolio increased 1.0%. Loan production during the six-month period ended June 30, 2019, reached $602.9 million compared to $741.5 million in the year ago period, a 18.7% decrease, mainly from lower originations in the US loan program. The non-acquired loan portfolio increased $81.7 million from December 31, 2018 to $3.827 billion at June 30, 2019. From December 31, 2018, the BBVAPR acquired loan portfolio decreased $46.4 million to $630.1 million and the Eurobank acquired loan portfolio decreased $3.5 million to $83.6 million at June 30, 2019.

Financial Assets Managed

Oriental’s financial assets include those managed by Oriental’s trust division, retirement plan administration subsidiary, and assets gathered by its broker-dealer and insurance subsidiaries. Oriental’s trust division offers various types of individual retirement accounts ("IRAs") 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 June 30, 2019, total assets managed by Oriental’s trust division and OPC amounted to $2.992 billion, compared to $2.771 billion at December 31, 2018. 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 June 30, 2019, total assets gathered by Oriental Financial Services and Oriental Insurance from its customer investment accounts amounted to $2.370 billion, compared to $2.116 billion at December 31, 2018. Changes in trust and broker-dealer related assets primarily reflect changes in portfolio balances and differences in market values.

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, Oriental determines that the existence of events and circumstances indicate that it is more likely than not that goodwill is not impaired. Oriental completes its annual goodwill impairment test as of October 31 of each year. Oriental 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.

108

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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. Oriental’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 Oriental’s assets.

As of June 30, 2019, Oriental 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 2018, based on its annual goodwill impairment test, Oriental determined that both units passed step one of the two-step impairment test. As a result of step one, the fair value of both units exceeded its adjusted net book value. Accordingly, Oriental determined that the carrying value of the goodwill allocated to the Banking unit and Wealth Management was not impaired as of the valuation date. There were no events that caused Oriental to perform interim testing in the quarter ended June 30, 2019.

109

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 4 - ASSETS SUMMARY AND COMPOSITION

	June 30		December 31,		Variance
	2019		2018		%
	(Dollars in thousands)
Investments:
FNMA and FHLMC certificates	$	690,356	$	978,071	-29.4%
Obligations of US government-sponsored agencies		2,131		2,265	-5.9%
US Treasury securities		10,907		10,805	0.9%
CMOs issued by US government-sponsored agencies		58,630		64,064	-8.5%
GNMA certificates		94,347		210,169	-55.1%
FHLB stock		12,821		12,644	1.4%
Other debt securities		1,062		1,222	-13.1%
Other investments		415		364	14.0%
Total investments		870,669		1,279,604	-32.0%
Loans		4,474,497		4,431,594	1.0%
Total investments and loans		5,345,166		5,711,198	-6.4%
Other assets:
Cash and due from banks (including restricted cash)		669,945		445,133	50.5%
Money market investments		7,485		4,930	51.8%
Foreclosed real estate		29,509		33,768	-12.6%
Accrued interest receivable		33,909		34,254	-1.0%
Deferred tax asset, net		111,147		113,763	-2.3%
Premises and equipment, net		71,001		68,892	3.1%
Servicing assets		10,134		10,716	-5.4%
Derivative assets		26		347	-92.5%
Goodwill		86,069		86,069	0.0%
Right of use assets		20,419		-	100.0%
Other assets and customers' liability on acceptances		79,317		74,282	6.8%
Total other assets		1,118,961		872,154	28.3%
Total assets	$	6,464,127	$	6,583,352	-1.8%
Investment portfolio composition:
FNMA and FHLMC certificates		79.3%		76.5%
Obligations of US government-sponsored agencies		0.2%		0.2%
US Treasury securities		1.3%		0.8%
CMOs issued by US government-sponsored agencies		6.7%		5.0%
GNMA certificates		10.8%		16.4%
FHLB stock		1.5%		1.0%
Other debt securities and other investments		0.2%		0.1%
		100.0%		100.0%

110

TABLE 5 — LOANS RECEIVABLE COMPOSITION
	June 30		December 31,		Variance
	2019		2018		%
	(In thousands)
Originated and other loans and leases held for investment:
Mortgage	$	635,616	$	668,809	-5.0%
Commercial		1,616,973		1,597,588	1.2%
Consumer		356,110		348,980	2.0%
Auto and leasing		1,218,070		1,129,695	7.8%
		3,826,769		3,745,072	2.2%
Allowance for loan and lease losses on originated and other loans and leases		(89,952)		(95,188)	-5.5%
		3,736,817		3,649,884	2.4%
Deferred loan costs, net		9,251		7,740	19.5%
Total originated and other loans held for investment, net		3,746,068		3,657,624	2.4%
Acquired loans:
Acquired BBVAPR loans:
Accounted for under ASC 310-20 (Loans with revolving feature and/or
acquired at a premium)
Commercial		2,249		2,546	-11.7%
Consumer		21,966		23,988	-8.4%
Auto		996		4,435	-77.5%
		25,211		30,969	-18.6%
Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-20		(1,685)		(2,062)	-18.3%
		23,526		28,907	-18.6%
Accounted for under ASC 310-30 (Loans acquired with deteriorated
credit quality, including those by analogy)
Mortgage		476,081		492,890	-3.4%
Commercial		169,481		182,319	-7.0%
Auto		6,462		14,403	-55.1%
		652,024		689,612	-5.5%
Allowance for loan and lease losses on acquired BBVAPR loans accounted for under ASC 310-30		(45,427)		(42,010)	8.1%
		606,597		647,602	-6.3%
Total acquired BBVAPR loans, net		630,123		676,509	-6.9%
Acquired Eurobank loans:
Loans secured by 1-4 family residential properties		61,920		63,392	-2.3%
Commercial		46,421		47,826	-2.9%
Consumer		867		846	2.5%
		109,208		112,064	-2.5%
Allowance for loan and lease losses on Eurobank loans		(25,578)		(24,971)	2.4%
Total acquired Eurobank loans, net		83,630		87,093	-4.0%
Total acquired loans, net		713,753		763,602	-6.5%
Total held for investment, net		4,459,821		4,421,226	0.9%
Mortgage loans held for sale		14,676		10,368	41.6%
Total loans, net	$	4,474,497	$	4,431,594	1.0%

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As shown in Table 5 above, total loans, net, amounted to $4.474 billion at June 30, 2019 and $4.432 billion at December 31, 2018. Oriental’s originated and other loans held-for-investment portfolio composition and trends were as follows:

· Mortgage loan portfolio amounted to $635.6 million (16.6% of the gross originated loan portfolio) compared to $668.8 million (17.9% of the gross originated loan portfolio) at December 31, 2018. Mortgage loan production totaled $22.2 million and $45.3 million for the quarter and six-month period ended June 30, 2019, which represents a decrease of 30.2% and 22.5% from $31.8 million and $58.5 million, respectively, for the same periods in 2018. Mortgage loans included delinquent loans in the GNMA buy-back option program amounting to $11.6 million and $19.7 million at June 30, 2019 and December 31, 2018, 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 $1.617 billion (42.3% of the gross originated loan portfolio) compared to $1.598 billion (42.7% of the gross originated loan portfolio) at December 31, 2018. Commercial loan production, including the U.S. loan program production of $56.4 million and $88.1 million, respectively, decreased 46.9% and 38.2% to $120.4 million and $212.6 million, respectively, for the quarter and six-month period ended June 30, 2019, from $226.9 million and $344.0 million, for the same periods in 2018.

· Consumer loan portfolio amounted to 356.1 million (9.3% of the gross originated loan portfolio) compared to $349.0 million (9.3% of the gross originated loan portfolio) at December 31, 2018. Consumer loan production increased 11.9% and 10.5% to $47.3 million and $88.2 million, respectively, for the quarter and six-month period ended June 30, 2019 from $42.3 million and $79.8 million, respectively, for the same periods in 2018.

· Auto and leasing portfolio amounted to $1.218 billion (31.8% of the gross originated loan portfolio) compared to $1.130 million (30.1 of the gross originated loan portfolio) at December 31, 2018. Auto production increased by 3.9% to $136.3 million for the quarter ended June 30, 2019, compared to $131.1 million for the same period in 2018. However, the auto production decreased by 1.1% to $256.5 million for the six-month period ended June 30, 2019, when compared to $259.2 million for the same period in 2018.

112

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 6 — HIGHER RISK RESIDENTIAL MORTGAGE LOANS

	June 30, 2019
	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	$	8,165	$	295	3.61%	$	7,538	$	132	1.75%	$	56,576	$	831	1.47%
90 - 119 days		225		22	9.78%		-		-	0.00%		553		27	4.88%
120 - 179 days		145		17	11.72%		-		-	0.00%		268		30	11.19%
180 - 364 days		-		-	0.00%		94		12	12.77%		1,089		109	10.01%
365+ days		220		31	14.09%		1,361		184	13.52%		5,089		399	7.84%
Total	$	8,755	$	365	4.17%	$	8,993	$	328	3.65%	$	63,575	$	1,396	2.20%
Percentage of total loans excluding acquired loans accounted for under ASC 310-30		0.23%					0.23%					1.65%
Refinanced or Modified Loans:
Amount	$	2,163	$	272	12.58%	$	589	$	75	12.73%	$	14,411	$	1,080	7.49%
Percentage of Higher-Risk Loan Category		24.71%					6.55%					22.67%
Loan-to-Value Ratio:
Under 70%	$	5,763	$	245	4.25%	$	1,139	$	20	1.76%	$	-	$	-	-
70% - 79%		1,215		59	4.86%		2,116		44	2.08%		-		-	-
80% - 89%		991		-	0.00%		3,914		121	3.09%		-		-	-
90% and over		786		61	7.76%		1,824		143	7.84%		63,575		1,396	2.20%
	$	8,755	$	365	4.17%	$	8,993	$	328	3.65%	$	63,575	$	1,396	2.20%

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

113

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Deposits from the Puerto Rico government totaled $276.9 million at June 30, 2019. The following table includes the maturities of Oriental's lending and investment exposure to the Puerto Rico government, which is limited solely to loans to 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.

TABLE 7 - PUERTO RICO GOVERNMENT RELATED LOANS AND SECURITIES

June 30, 2019

Maturity

Loans and Securities:

Carrying Value

Less than 1 Year

1 to 3 Years

More than 3 Years

(In thousands)

Municipalities

136,002

23,788

68,224

43,990

114

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Credit Risk Management

Allowance for Loan and Lease 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 Oriental’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 the 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.

At June 30, 2019, Oriental’s allowance for loan and lease losses amounted to $162.6 million, a $1.6 million decrease from $164.2 million at December 31, 2018.

Tables 8 through 10 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.

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

Oriental’s non-performing assets include non-performing loans and foreclosed real estate (see Tables 11 and 12). At June 30, 2019 and December 31, 2018, Oriental had $108.5 million and $119.7 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).

At June 30, 2019 and December 31, 2018, loans whose terms have been extended and which are classified as troubled-debt restructurings that are not included in non-performing assets amounted to $119.7 million and $112.9 million, respectively.

At June 30, 2019 and December 31, 2018, loans that are current in their monthly payments, but placed in non-accrual amounted to $20.5 million and $21.2 million, respectively. During the six-month period ended June 30, 2019, a $9.6 million loan that is current in its monthly payments was placed in non-accrual due to credit deterioration.

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 their remaining life 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 June 30, 2019, Oriental’s non-performing assets decreased by 9.8% to $145.6 million (2.31% of total assets, excluding acquired loans with deteriorated credit quality) from $161.3 million (2.76% of total assets, excluding acquired loans with deteriorated credit quality) at December 31, 2018. Foreclosed real estate and other repossessed assets amounting to $29.5 million and $2.5 million, respectively, at June 30, 2019, and $33.8 million and $3.0 million, respectively, at December 31, 2018, were recorded at fair value. Oriental does not expect non-performing loans to result in significantly higher losses. At June 30, 2019, the allowance coverage ratio for originated loan and lease losses to non-performing loans was 80.04% (77.38% at December 31, 2018). At June 30, 2019, Oriental reclassified to loans held-for-sale $1.4 million commercial loans in non-accrual status. In addition, Oriental decided to sell $46.6 million unpaid principal balance of distressed acquired residential mortgages with and recorded them at fair market value.

115

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental 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, Oriental has never been active in negative amortization loans or adjustable rate mortgage loans, including those with teaser rates.

The following items comprise non-performing assets:

· Originated and other loans held for investment:

Residential 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 12 months or more past due. At June 30, 2019, Oriental’s originated non-performing mortgage loans totaled $53.5 million (47.1% of Oriental’s non-performing loans), a 16.0% decrease from $63.7 million (51.1% of Oriental’s non-performing loans) at December 31, 2018.

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 June 30, 2019, Oriental’s originated non-performing commercial loans amounted to $44.6 million (39.3% of Oriental’s non-performing loans), a 5.1% increase from $42.5 million at December 31, 2018 (34.1% of Oriental’s non-performing loans). This increase is mainly from a $9.6 million loan that is current in its monthly payments but was placed in non-accrual during the six-month period ended June 30, 2019 due to credit deterioration.

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 June 30, 2019, Oriental’s originated non-performing consumer loans amounted to $2.2 million (1.9% of Oriental’s non-performing loans), a 34.2% decrease from $3.4 million at December 31, 2018 (2.7% of Oriental’s non-performing loans).

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 June 30, 2019, Oriental’s originated non-performing auto loans and leases amounted to $12.0 million (10.6% of Oriental’s total non-performing loans), a decrease of 10.9% from $13.5 million at December 31, 2018 (10.8% of Oriental’s total non-performing loans).

Oriental 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 Oriental’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, RURAL, PRHFA, conventional loans guaranteed by Mortgage Guaranty Insurance Corporation (MGIC), conventional loans sold to FNMA and FHLMC, and conventional loans retained by Oriental. 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/interest 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 pursuant Oriental’s current credit and underwriting guidelines. Oriental 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, it 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 Oriental grants a concession for legal or economic reasons due to the debtor’s financial difficulties.

116

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 8 — ALLOWANCE FOR LOAN AND LEASE LOSSES BREAKDOWN

	June 30,		December 31,		Variance
		2019	2018		%
	(Dollars in thousands)
Originated and other loans held for investment
Allowance balance:
Mortgage	$	15,361	$	19,783	-22.4%
Commercial		29,234		30,326	-3.6%
Consumer		15,831		15,571	1.7%
Auto and leasing		29,526		29,508	0.1%
Total allowance balance	$	89,952	$	95,188	-5.5%
Allowance composition:
Mortgage		17.1%		20.8%	-17.8%
Commercial		32.5%		31.9%	2.0%
Consumer		17.6%		16.4%	7.6%
Auto and leasing		32.8%		31.0%	5.9%
		100.0%		100.0%
Allowance coverage ratio at end of period applicable to:
Mortgage		2.42%		2.96%	-18.2%
Commercial		1.81%		1.90%	-4.7%
Consumer		4.45%		4.46%	-0.2%
Auto and leasing		2.42%		2.61%	-7.3%
Total allowance to total originated loans		2.35%		2.54%	-7.5%
Allowance coverage ratio to non-performing loans:
Mortgage		28.69%		31.05%	-7.6%
Commercial		65.52%		71.43%	-8.3%
Consumer		716.98%		464.25%	54.4%
Auto and leasing		245.56%		218.67%	12.3%
Total		80.04%		77.38%	3.4%

117

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

	June 30,			December 31,	Variance
		2019	2018		%
	(Dollars in thousands)
Acquired BBVAPR loans accounted for under ASC 310-20
Allowance balance:
Commercial	$	31	$	22	40.9%
Consumer		1,617		1,905	-15.1%
Auto		37		135	-72.6%
Total allowance balance	$	1,685	$	2,062	-18.3%
Allowance composition:
Commercial		1.8%		1.1%	72.0%
Consumer		96.0%		92.4%	3.9%
Auto		2.2%		6.6%	-66.4%
		100.0%		100.00%
Allowance coverage ratio at end of period applicable to:
Commercial		1.38%		0.86%	60.5%
Consumer		7.36%		7.94%	-7.3%
Auto		3.71%		3.04%	22.0%
Total allowance to total acquired loans		6.68%		6.66%	0.3%
Allowance coverage ratio to non-performing loans:
Commercial		3.75%		2.32%	61.6%
Consumer		563.41%		478.64%	17.7%
Auto		63.79%		67.50%	-5.5%
Total		143.89%		133.20%	8.0%

118

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 8 — ALLOWANCE FOR LOAN AND LEASE LOSSES BREAKDOWN (CONTINUED)
	June 30,			December 31,	Variance
		2019	2018		%
	(Dollars in thousands)
Acquired BBVAPR loans accounted for under ASC 310-30
Allowance balance:
Mortgage	$	25,208	$	15,225	65.6%
Commercial		17,083		20,641	-17.2%
Auto		3,136		6,144	-49.0%
Total allowance balance	$	45,427	$	42,010	8.1%
Allowance composition:
Mortgage		55.5%		36.2%	53.1%
Commercial		37.6%		49.1%	-23.4%
Auto		6.9%		14.6%	-52.8%
		100.0%		100.0%

Acquired Eurobank loans accounted for under ASC 310-30
Allowance balance:
Mortgage	$	17,213	$	15,382	11.9%
Commercial		8,365		9,585	-12.7%
Consumer		-		4	-100.0%
Total allowance balance	$	25,578	$	24,971	2.4%
Allowance composition:
Mortgage		67.3%		61.6%	9.3%
Commercial		32.7%		38.4%	-14.8%
Consumer		0.0%		0.0%	-100.0%
		100.0%		100.0%

119

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 9 — ALLOWANCE FOR LOAN AND LEASE LOSSES SUMMARY

	Quarter Ended June 30,					Six-Month Period Ended June 30,
					Variance					Variance
	2019		2018		%	2019		2018		%
	(Dollars in thousands)
Originated and other loans:
Balance at beginning of period	$	94,035	$	96,832	-2.9%	$	95,188	$	92,718	2.7%
Provision for loan and lease losses		8,481		12,835	-33.9%		19,815		27,793	-28.7%
Charge-offs		(18,261)		(21,662)	-15.7%		(35,425)		(37,023)	-4.3%
Recoveries		5,697		6,213	-8.3%		10,374		10,730	-3.3%
Balance at end of period	$	89,952	$	94,218	-4.5%	$	89,952	$	94,218	-4.5%
Acquired loans:
*BBVAPR loans*
Acquired loans accounted for under ASC 310-20:
Balance at beginning of period	$	1,968	$	3,184	-38.2%	$	2,062	$	3,862	-46.6%
Provision (recapture) for loan and lease losses		135		(295)	-145.8%		433		(111)	-490.1%
Charge-offs		(569)		(513)	10.9%		(1,094)		(1,660)	-34.1%
Recoveries		151		350	-56.9%		284		635	-55.3%
Balance at end of period	$	1,685	$	2,726	-38.2%	$	1,685	$	2,726	-38.2%
Acquired loans accounted for under ASC 310-30:
Balance at beginning of period	$	42,133	$	43,166	-2.4%	$	42,010	$	45,755	-8.2%
Provision for loan and lease losses		7,311		1,542	374.1%		8,580		1,721	398.5%
Allowance de-recognition		(4,017)		(532)	655.1%		(5,163)		(3,300)	56.5%
Balance at end of period	$	45,427	$	44,176	2.8%	$	45,427	$	44,176	2.8%

*Eurobank loans*
Balance at beginning of period	$	24,352	$	25,410	-4.2%	$	24,971	$	25,174	-0.8%
Provision for loan and lease losses		1,778		665	167.4%		1,127		805	40.0%
Allowance de-recognition		(552)		(1,761)	-68.7%		(520)		(1,665)	-68.8%
Balance at end of period	$	25,578	$	24,314	5.2%	$	25,578	$	24,314	5.2%

120

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

	Quarter Ended June 30,					Six-Month Period Ended June 30,
					Variance					Variance
	2019		2018		%	2019		2018		%
	(Dollars in thousands)
Originated and other loans and leases:
Mortgage
Charge-offs	$	(604)	$	(1,328)	-54.5%	$	(1,191)	$	(2,298)	-48.2%
Recoveries		316		466	-32.2%		603		786	-23.3%
Total		(288)		(862)	-66.6%		(588)		(1,512)	-61.1%
Commercial
Charge-offs		(2,146)		(1,998)	7.4%		(3,232)		(3,147)	2.7%
Recoveries		177		227	-22.0%		323		409	-21.0%
Total		(1,969)		(1,771)	11.2%		(2,909)		(2,738)	6.2%
Consumer
Charge-offs		(4,839)		(4,588)	5.5%		(8,958)		(8,847)	1.3%
Recoveries		327		240	36.3%		590		479	23.2%
Total		(4,512)		(4,348)	3.8%		(8,368)		(8,368)	0.0%
Auto
Charge-offs		(10,672)		(13,748)	-22.4%		(22,044)		(22,731)	-3.0%
Recoveries		4,877		5,280	-7.6%		8,858		9,056	-2.2%
Total		(5,795)		(8,468)	-31.6%		(13,186)		(13,675)	-3.6%
Net credit losses
Total charge-offs		(18,261)		(21,662)	-15.7%		(35,425)		(37,023)	-4.3%
Total recoveries		5,697		6,213	-8.3%		10,374		10,730	-3.3%
Total	$	(12,564)	$	(15,449)	-18.7%	$	(25,051)	$	(26,293)	-4.7%
Net credit losses to average loans outstanding:
Mortgage		0.18%		0.50%	-64.0%		0.18%		0.44%	-59.1%
Commercial		0.50%		0.50%	0.0%		0.37%		0.40%	-7.5%
Consumer		4.87%		4.88%	-0.2%		4.54%		4.71%	-3.6%
Auto		1.93%		3.39%	-43.1%		2.23%		2.83%	-21.2%
Total		1.32%		1.79%	-26.3%		1.32%		1.56%	-15.4%
Recoveries to charge-offs		31.20%		28.68%	8.8%		29.28%		28.98%	1.0%
Average originated loans:
Mortgage	$	647,254		682,890	-5.2%	$	648,331		682,938	-5.1%
Commercial		1,584,363		1,410,300	12.3%		1,584,305		1,359,951	16.5%
Consumer		370,461		356,413	3.9%		368,870		355,700	3.7%
Auto		1,197,959		1,000,028	19.8%		1,180,155		967,446	22.0%
Total	$	3,800,037	$	3,449,631	10.2%	$	3,781,661	$	3,366,035	12.3%

121

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

	Quarter Ended June 30,					Six-Month Period Ended June 30,
					Variance					Variance
	2019		2018		%	2019		2018		%
	(Dollars in thousands)
Acquired loans accounted for under ASC 310-20:
Commercial
Charge-offs	$	(80)	$	(5)	1500.0%	$	(80)	$	(5)	1500.0%
Recoveries		2		12	-83.3%		5		15	-66.7%
Total		(78)		7	-1214.3%		(75)		10	-850.0%
Consumer
Charge-offs		(433)		(420)	3.1%		(873)		(1,442)	-39.5%
Recoveries		78		94	-17.0%		118		148	-20.3%
Total		(355)		(326)	8.9%		(755)		(1,294)	-41.7%
Auto
Charge-offs		(56)		(88)	-36.4%		(141)		(213)	-33.8%
Recoveries		71		244	-70.9%		161		472	-65.9%
Total		15		156	-90.4%		20		259	-92.3%
Net credit losses
Total charge-offs		(569)		(513)	10.9%		(1,094)		(1,660)	-34.1%
Total recoveries		151		350	-56.9%		284		635	-55.3%
Total	$	(418)	$	(163)	156.4%	$	(810)	$	(1,025)	-21.0%
Net credit losses to average loans outstanding:
Commercial		13.10%		-0.92%	-1523.9%		6.16%		-0.64%	-1062.5%
Consumer		11.03%		9.98%	10.5%		11.66%		19.53%	-40.3%
Auto		-3.29%		-4.51%	-27.0%		-1.48%		-3.13%	-52.8%
Total		9.79%		2.18%	349.7%		8.96%		6.23%	43.8%
Recoveries to charge-offs		26.54%		68.23%	-61.1%		25.96%		38.25%	-32.1%
Average loans accounted for under ASC 310-20:
Commercial	$	2,381		3,052	-22.0%	$	2,437		3,122	-21.9%
Consumer		12,879		13,068	-1.4%		12,946		13,251	-2.3%
Auto		1,822		13,838	-86.8%		2,707		16,550	-83.6%
Total	$	17,082	$	29,958	-43.0%	$	18,090	$	32,923	-45.1%

122

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 11 — NON-PERFORMING ASSETS

	June 30,		December 31,		Variance
	2019		2018		(%)
	(Dollars in thousands)
Non-performing assets:
Non-accruing loans
Troubled-Debt Restructuring loans	$	33,500	$	41,679	-19.6%
Other loans		75,003		78,047	-3.9%
Accruing loans
Troubled-Debt Restructuring loans		4,269		4,302	-0.8%
Other loans		782		541	44.5%
Total non-performing loans	$	113,554	$	124,569	-8.8%
Foreclosed real estate		29,509		33,768	-12.6%
Other repossessed assets		2,507		2,986	-16.0%
	$	145,570	$	161,323	-9.8%
Non-performing assets to total assets, excluding acquired loans with deteriorated credit quality (including those by analogy)		2.31%		2.76%	-16.3%
Non-performing assets to total capital		14.06%		16.13%	-12.8%

	Quarter Ended June 30,				Six-Month Period Ended June 30,
	2019		2018		2019		2018
	(In thousands)
Interest that would have been recorded in the period if the loans had not been classified as non-accruing loans	$	937	$	1,034	$	1,644	$	1,800

123

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 12 — NON-PERFORMING LOANS

	June 30,		December 31,		Variance
	2019		2018		%
	(Dollars in thousands)
Non-performing loans:
Originated and other loans held for investment
Mortgage	$	53,534	$	63,717	-16.0%
Commercial		44,617		42,456	5.1%
Consumer		2,208		3,354	-34.2%
Auto and leasing		12,024		13,494	-10.9%
		112,383		123,021	-8.6%
Acquired loans accounted for under ASC 310-20 (Loans with revolving feature and/or acquired at a premium)
Commercial		826		950	-13.1%
Consumer		287		398	-27.9%
Auto		58		200	-71.0%
		1,171		1,548	-24.4%
Total	$	113,554	$	124,569	-8.8%
Non-performing loans composition percentages:
Originated loans
Mortgage		47.1%		51.1%
Commercial		39.3%		34.1%
Consumer		1.9%		2.7%
Auto and leasing		10.6%		10.8%
Acquired loans accounted for under ASC 310-20 (Loans with revolving feature and/or acquired at a premium)
Commercial		0.7%		0.8%
Consumer		0.3%		0.3%
Auto		0.1%		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)		2.95%		3.30%	-10.6%
Total assets, excluding loans accounted for under ASC 310-30 (including those by analogy)		1.79%		2.13%	-16.0%
Total capital		10.87%		12.46%	-12.8%
Non-performing loans with partial charge-offs to:
Total loans, excluding loans accounted for under ASC 310-30 (including those by analogy)		0.93%		1.16%	-19.83%
Non-performing loans		31.45%		35.30%	-10.9%
Other non-performing loans ratios:
Charge-off rate on non-performing loans to non-performing loans on which charge-offs have been taken		65.80%		59.20%	11.1%
Allowance for loan and lease losses to non-performing loans on which no charge-offs have been taken		117.73%		120.67%	-2.4%

124

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

TABLE 13 - LIABILITIES SUMMARY AND COMPOSITION
	June 30,		December 31,		Variance
	2019		2018		%
	(Dollars in thousands)
Deposits:
Non-interest bearing deposits	$	1,075,744	$	1,105,324	-2.7%
NOW accounts		1,144,117		1,086,447	5.3%
Savings and money market accounts		1,222,109		1,212,260	0.8%
Certificates of deposit		1,500,588		1,501,002	0.0%
Total deposits		4,942,558		4,905,033	0.8%
Accrued interest payable		2,579		3,082	-16.3%
Total deposits and accrued interest payable		4,945,137		4,908,115	0.8%
Borrowings:
Securities sold under agreements to repurchase		240,324		455,508	-47.2%
Advances from FHLB		80,085		77,620	3.2%
Subordinated capital notes		36,083		36,083	0.0%
Other term notes		338		1,214	-72.2%
Total borrowings		356,830		570,425	-37.4%
Total deposits and borrowings		5,301,967		5,478,540	-3.2%

Other Liabilities:
Derivative liabilities		985		333	195.8%
Acceptances outstanding		23,610		16,937	39.4%
Lease liability		22,179		-	100.0%
Other liabilities		70,512		87,665	-19.6%
Total liabilities	$	5,419,253	$	5,583,475	-2.9%
Deposits portfolio composition percentages:
Non-interest bearing deposits		21.8%		22.5%
NOW accounts		23.1%		22.1%
Savings and money market accounts		24.7%		24.7%
Certificates of deposit		30.4%		30.7%
		100.0%		100.0%
Borrowings portfolio composition percentages:
Securities sold under agreements to repurchase		67.4%		79.9%
Advances from FHLB		22.4%		13.6%
Other term notes		0.1%		0.2%
Subordinated capital notes		10.1%		6.3%
		100.0%		100.0%
Securities sold under agreements to repurchase (excluding accrued interest)
Amount outstanding at period-end	$	240,000	$	454,723
Daily average outstanding balance	$	393,826	$	357,086
Maximum outstanding balance at any month-end	$	461,954	$	457,053

125

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Liabilities and Funding Sources

As shown in Table 15 above, at June 30, 2019, Oriental’s total liabilities were $5.419 billion, 2.9% less than the $5.583 billion reported at December 31, 2018. Deposits and borrowings, Oriental’s funding sources, amounted to $5.302 billion at June 30, 2019 versus $5.479 billion at December 31, 2018, a 3.2% decrease.

Borrowings consist mainly of repurchase agreements, FHLB-NY advances and subordinated capital notes. At June 30, 2019, borrowings amounted to $356.8 million, representing a decrease of 37.5% when compared with the $570.4 million reported at December 31, 2018. The decrease in borrowings reflect the reduction of $191.2 million in repurchase agreements with the proceeds from the sale of $349.7 million of mortgage-backed securities during the quarter ended June 30, 2019.

On January 1, 2019, Oriental adopted the Accounting Standard Update (“ASU”) No. 2016-02, under the effective date method, which requires lessees to recognize a right-of-use asset and related lease liability for leases classified as operating leases prospectively. At June 30, 2019, the lease liability amounted to $22.2 million.

At June 30, 2019, deposits represented 91% and borrowings represented 9% of interest-bearing liabilities. At June 30, 2019, deposits, the largest category of Oriental’s interest-bearing liabilities, were $4.945 billion, a decrease of 0.8% from $4.908 billion at December 31, 2018. Such decrease reflects a reduction of $62.8 million in brokered CD’s with the proceeds from the sale of $349.7 million mortgage-backed securities during the quarter ended June 30, 2019.

Stockholders’ Equity

At June 30, 2019, Oriental’s total stockholders’ equity was $1.045 billion, a 4.50% increase when compared to $999.9 million at December 31, 2018. This increase in stockholders’ equity reflects increases in retained earnings of $31.4 million and legal surplus of $4.9 million; and decreases in accumulated other comprehensive loss, net of tax of $7.3 million and treasury stock, at cost, of $462 thousand. Book value per share was $18.76 at June 30, 2019 compared to $17.90 at December 31, 2018.

From December 31, 2018 to June 30, 2019, tangible common equity to total assets increased from 12.59% to 13.52%, leverage capital ratio increased from 14.22% to 15.20%, common equity tier 1 capital ratio increased from 16.78% to 17.48%, tier 1 risk-based capital ratio increased from 19.20% to 19.87%, and total risk-based capital ratio increased from 20.48% to 21.14%. The increase in these ratios reflect an increase of $23.7 million in total capital.

On October 22, 2018, Oriental completed the conversion of all 84,000 shares of its Series C Preferred Stock into common stock. Each share of Series C Preferred Stock was converted into 86.4225 shares of common stock. Upon conversion, the Series C Preferred Stock is no longer outstanding and all rights with respect to the Series C Preferred Stock have ceased and terminated, except the right to receive the number of whole shares of common stock issuable upon conversion of the Series C Preferred Stock and any required cash-in-lieu of fractional shares.

Capital Rules to Implement Basel III Capital Requirements

Oriental and the Bank are subject to regulatory capital requirements established by the Federal Reserve Board and the FDIC. The current risk-based capital standards applicable to Oriental and the Bank (“Basel III capital rules”), which have been effective since January 1, 2015, are based on the final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee on Banking Supervision. As of June 30, 2019, the capital ratios of Oriental and the Bank continue to exceed the minimum requirements for being “well-capitalized” under the Basel III capital rules.

The risk-based capital ratios presented in Table 14, which include common equity tier 1, tier 1 capital, total capital and leverage capital as of June 30, 2019 and December 31, 2018, are calculated based on the Basel III capital rules related to the measurement of capital, risk-weighted assets and average assets.

126

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following are the consolidated capital ratios of Oriental under the Basel III capital rules at June 30, 2019 and December 31, 2018:

TABLE 14 — CAPITAL, DIVIDENDS AND STOCK DATA
	June 30,		December 31,		Variance
	2019		2018		%
	(Dollars in thousands, except per share data)
Capital data:
Stockholders’ equity	$	1,044,874	$	999,877	4.5%
Regulatory Capital Ratios data:
Common equity tier 1 capital ratio		17.48%		16.78%	4.2%
Minimum common equity tier 1 capital ratio required		4.50%		4.50%	0.0%
Actual common equity tier 1 capital	$	855,667		811,707	5.4%
Minimum common equity tier 1 capital required	$	220,295		217,675	1.2%
Minimum capital conservation buffer required	$	122,386		90,698	34.9%
Excess over regulatory requirement	$	512,986		503,334	1.9%
Risk-weighted assets	$	4,895,441		4,837,214	1.2%
Tier 1 risk-based capital ratio		19.87%		19.20%	3.5%
Minimum tier 1 risk-based capital ratio required		6.00%		6.00%	0.0%
Actual tier 1 risk-based capital	$	972,537	$	928,577	4.7%
Minimum tier 1 risk-based capital required	$	293,726	$	290,233	1.2%
Excess over regulatory requirement	$	678,811	$	638,344	6.3%
Risk-weighted assets	$	4,895,441	$	4,837,214	1.2%
Total risk-based capital ratio		21.14%		20.48%	3.2%
Minimum total risk-based capital ratio required		8.00%		8.00%	0.0%
Actual total risk-based capital	$	1,035,109	$	990,499	4.5%
Minimum total risk-based capital required	$	391,635	$	386,977	1.2%
Excess over regulatory requirement	$	643,474	$	603,522	6.6%
Risk-weighted assets	$	4,895,441	$	4,837,214	1.2%
Leverage capital ratio		15.20%		14.22%	6.9%
Minimum leverage capital ratio required		4.00%		4.00%	0.0%
Actual tier 1 capital	$	972,537	$	928,577	4.7%
Minimum tier 1 capital required	$	255,876	$	261,125	-2.0%
Excess over regulatory requirement	$	716,661	$	667,452	7.4%
Tangible common equity to total assets		13.52%		12.59%	7.4%
Tangible common equity to risk-weighted assets		17.86%		17.13%	4.3%
Total equity to total assets		16.16%		15.19%	6.4%
Total equity to risk-weighted assets		21.34%		20.67%	3.2%
Stock data:
Outstanding common shares		51,330,031		51,293,924	0.1%
Book value per common share	$	18.76	$	17.90	4.8%
Tangible book value per common share	$	17.03	$	16.15	5.4%
Market price at end of period	$	23.77	$	16.46	44.4%
Market capitalization at end of period	$	1,220,115	$	844,298	44.5%

127

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents a reconciliation of Oriental’s total stockholders’ equity to tangible common equity and total assets to tangible assets at June 30, 2019 and December 31, 2018:

	June 30,		December 31,
	2019		2018
	(In thousands, except share or per share information)
Total stockholders' equity	$	1,044,874	$	999,877
Preferred stock		(92,000)		(92,000)
Preferred stock issuance costs		10,130		10,130
Goodwill		(86,069)		(86,069)
Core deposit intangible		(2,080)		(2,480)
Customer relationship intangible		(704)		(888)
Total tangible common equity (non-GAAP)	$	874,151	$	828,570
Total assets		6,464,127		6,583,352
Goodwill		(86,069)		(86,069)
Core deposit intangible		(2,080)		(2,480)
Customer relationship intangible		(704)		(888)
Total tangible assets	$	6,375,274	$	6,493,915
Tangible common equity to tangible assets		13.71%		12.76%
Common shares outstanding at end of period		51,330,031		51,293,924
Tangible book value per common share	$	17.03	$	16.15

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 Oriental 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, Oriental 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

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table presents Oriental’s capital adequacy information under the Basel III capital rules:

	June 30,		December 31,		Variance
	2019		2018		%
	(Dollars in thousands)
Risk-based capital:
Common equity tier 1 capital	$	855,667	$	811,707	5.4%
Additional tier 1 capital		116,870		116,870	0.0%
Tier 1 capital		972,537		928,577	4.7%
Additional Tier 2 capital		62,572		61,922	1.1%
Total risk-based capital	$	1,035,109	$	990,499	4.5%
Risk-weighted assets:
Balance sheet items	$	4,676,905	$	4,641,998	0.8%
Off-balance sheet items		218,536		195,216	11.9%
Total risk-weighted assets	$	4,895,441	$	4,837,214	1.2%
Ratios:
Common equity tier 1 capital (minimum required - 4.5%)		17.48%		16.78%	4.2%
Tier 1 capital (minimum required - 6%)		19.87%		19.20%	3.5%
Total capital (minimum required - 8%)		21.14%		20.48%	3.2%
Leverage ratio (minimum required - 4%)		15.20%		14.22%	6.9%
Equity to assets		16.16%		15.19%	6.4%
Tangible common equity to assets		13.52%		12.59%	7.4%

129

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 June 30, 2019 and December 31, 2018:


	June 30,		December 31,		Variance
	2019		2018		%
	(Dollars in thousands)
Oriental Bank Regulatory Capital Ratios:
Common Equity Tier 1 Capital to Risk-Weighted Assets		18.92%		18.40%	2.8%
Actual common equity tier 1 capital	$	922,242	$	887,918	3.9%
Minimum capital requirement (4.5%)	$	219,398	$	217,120	1.0%
Minimum capital conservation buffer requirement (1.875%)	$	121,888	$	90,467	34.7%
Minimum to be well capitalized (6.5%)	$	316,908	$	313,618	1.0%
Tier 1 Capital to Risk-Weighted Assets		18.92%		18.40%	2.8%
Actual tier 1 risk-based capital	$	922,242	$	887,918	3.9%
Minimum capital requirement (6%)	$	292,530	$	289,494	1.0%
Minimum to be well capitalized (8%)	$	390,040	$	385,992	1.0%
Total Capital to Risk-Weighted Assets		20.19%		19.68%	2.6%
Actual total risk-based capital	$	984,483	$	949,596	3.7%
Minimum capital requirement (8%)	$	390,040	$	385,992	1.0%
Minimum to be well capitalized (10%)	$	487,550	$	482,490	1.0%
Total Tier 1 Capital to Average Total Assets		14.54%		13.68%	6.3%
Actual tier 1 capital	$	922,242	$	887,918	3.9%
Minimum capital requirement (4%)	$	253,721	$	259,547	-2.2%
Minimum to be well capitalized (5%)	$	317,152	$	324,434	-2.2%

130

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “OFG.” At June 30, 2019 and December 31, 2018, Oriental’s market capitalization for its outstanding common stock was $1.220 billion ($23.77 per share) and $844.3 million ($16.46 per share), respectively.

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

					Cash
	Price				Dividend
	High		Low		Per share
2019
June 30, 2019	$	23.77	$	18.78	$	0.07
March 31, 2019	$	21.24	$	16.37	$	0.07
2018
December 31, 2018	$	18.56	$	14.93	$	0.07
September 30, 2018	$	17.60	$	14.45	$	0.06
June 30, 2018	$	14.75	$	10.60	$	0.06
March 31, 2018	$	12.05	$	8.60	$	0.06
2017
December 31, 2017	$	10.25	$	7.90	$	0.06
September 30, 2017	$	10.40	$	8.40	$	0.06
June 30, 2017	$	12.03	$	9.19	$	0.06
March 31, 2017	$	13.80	$	10.90	$	0.06

Under Oriental’s current stock repurchase program, it is authorized to purchase in the open market up to $7.7 million of its outstanding shares of common stock. The shares of common stock repurchased are to be held by Oriental as treasury shares. There were no repurchases during the quarter and six-month period ended June 30, 2019.

At June 30, 2019, the number of shares that may yet be purchased under such program is estimated at 325,236 and was calculated by dividing the remaining balance of $7.7 million by $23.77 (closing price of Oriental's common stock at June 30, 2019).

131

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Background

Oriental’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 and Compliance Officer, the Board’s Risk and Compliance Committee and the executive Risk and Compliance Team. Oriental 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 Oriental’s business activities are susceptible to risk. Consequently, risk identification and monitoring are essential to risk management. As more fully discussed below, Oriental’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. Oriental evaluates market risk together with interest rate risk. Oriental’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 Oriental 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 Oriental is within the parameters established in such policies.

Interest Rate Risk

Interest rate risk is the exposure of Oriental’s earnings or capital to adverse movements in interest rates. It is a predominant market risk in terms of its potential impact on earnings. Oriental 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, Oriental 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 Oriental had on the simulation date, and

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

Oriental uses a software application to project future movements in Oriental’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.

132

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

These simulations are complex and use many assumptions that are intended to reflect the general behavior of Oriental 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 June 30, 2019 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	$	15,667	4.91%	$	16,259	4.73%
+ 100 Basis points	$	7,916	2.48%	$	8,215	2.39%
- 100 Basis points	$	(8,214)	-2.58%	$	(8,489)	-2.47%
- 200 Basis points	$	(16,102)	-5.05%	$	(16,587)	-4.82%

Future net interest income could be affected by Oriental’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 Oriental’s assets and liabilities, Oriental 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 June 30, 2019.

Oriental 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. Oriental’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 Oriental’s gains and losses on the derivative instruments that are linked to the forecasted cash flows of these hedged assets and liabilities. Oriental 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 Oriental’s gains or losses on the derivative instruments that are linked to these hedged assets and liabilities. Another result of interest rate fluctuation 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 Oriental’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 Oriental the right to enter into interest rate swaps and cap and floor agreements with the writer of the option. In addition, Oriental 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 8 to the accompanying consolidated financial statements for further information concerning Oriental’s derivative activities.

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

133

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Interest rate swaps — Oriental 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 borrowing transactions occurred, the interest rate swap effectively fixes Oriental’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 $959 thousand (notional amount of $32.8 million) was recognized at June 30, 2019 related to the valuation of these swaps.

In addition, Oriental 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 Oriental 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 June 30, 2019, Oriental did not have interest rate swaps offered to clients not designated as hedging instruments.

Wholesale borrowings — Oriental 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 Oriental’s interest payments on these borrowings. As of June 30, 2019, Oriental had $32.8 million in interest rate swaps at an average rate of 2.42% designated as cash flow hedges for $32.8 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 Oriental is its lending activities. In Puerto Rico, Oriental’s principal market, economic conditions are very challenging, as they have been for the last twelve 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 payment defaults on various Puerto Rico government bonds, with severe austerity measures expected for the Puerto Rico government to be able to restructure its debts under the supervision of the federally-created Fiscal Oversight and Management Board for Puerto Rico. In addition, as was demonstrated with hurricanes Irma and Maria during the month of September 2017, Puerto Rico is susceptible to natural disasters, such as hurricanes and earthquakes, which can have a disproportionate impact on Puerto Rico because of the logistical difficulties of bringing relief to an island far from the United States mainland. Moreover, the Puerto Rico government's fiscal challenges and Puerto Rico's unique relationship with the United States also complicate any relief efforts after a natural disaster. These events increase credit risk as debtors may no longer be capable of operating their businesses and the collateral securing Oriental's loans may suffer significant damages.

Oriental 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. Oriental also employs proactive collection and loss mitigation practices.

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

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

Liquidity Risk

Liquidity risk is the risk of Oriental 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. Oriental’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.

134

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Oriental’s business requires continuous access to various funding sources. While Oriental is able to fund its operations through deposits as well as through advances from the FHLB-NY and other alternative sources, Oriental’s business is dependent upon other external wholesale funding sources. Oriental has selectively reduced its use of certain wholesale funding sources, such as repurchase agreements and brokered deposits. As of June 30, 2019, Oriental had $240.0 million in repurchase agreements, excluding accrued interest, and $388.4 million in brokered deposits.

Brokered deposits are typically offered through an intermediary to small retail investors. Oriental’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, Oriental’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 Oriental 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 Oriental, the availability and cost of Oriental’s funding sources could be adversely affected. In that event, Oriental’s cost of funds may increase, thereby reducing its net interest income, or Oriental 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. Oriental’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 Oriental or market-related events. In the event that such sources of funds are reduced or eliminated, and Oriental is not able to replace these on a cost-effective basis, Oriental 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 June 30, 2019, Oriental had approximately $676.4 million in unrestricted cash and cash equivalents, $403.2 million in investment securities that are not pledged as collateral, and $784.8 million in borrowing capacity at the FHLB-NY.

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 Oriental are susceptible to operational risk.

Oriental 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 the risk of natural disasters, market conditions, security risks, and legal risks, the potential for operational and reputational loss has increased. In order to mitigate and control operational risk, Oriental 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 Oriental’s business operations are functioning within established limits.

Oriental 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, Oriental 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 executive Risk and Compliance Team. Oriental also has a Business Continuity Plan to address situations where its capacity to perform critical functions is affected. Under such circumstances, a Crisis Management Team is activated to restore such critical functions within established timeframes.

Oriental is subject to extensive United States federal and Puerto Rico regulations, and this regulatory scrutiny has been significantly increasing over the last several years. Oriental has established and continues to enhance procedures based on legal and regulatory requirements that are reasonably designed to ensure compliance with all applicable statutory and regulatory requirements. Oriental has a corporate compliance function headed by a Chief Risk and Compliance Officer who reports to the Chief Executive Officer and supervises the BSA Officer and Regulatory Compliance Officer. The Chief Risk and Compliance Officer is responsible for the oversight of regulatory compliance and implementation of a company-wide compliance program, including the Bank Secrecy Act/Anti-Money Laundering compliance program.

135

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Concentration Risk

Substantially all of Oriental’s business activities and a significant portion of its credit exposure are concentrated in Puerto Rico. As a consequence, Oriental’s profitability and financial condition may be adversely affected by an extended economic slowdown, adverse political, fiscal 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 Oriental’s management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of Oriental’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, Oriental’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 Oriental 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 Oriental to disclose material information otherwise required to be set forth in Oriental’s periodic reports.

Internal Control over Financial Reporting

There have not been any changes in Oriental’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 June 30, 2019, that has materially affected, or is reasonably likely to materially affect, Oriental’s internal control over financial reporting.

136

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

PART - II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Oriental and its subsidiaries are defendants in a number of legal proceedings incidental to their business. Oriental 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 Oriental’s financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Oriental’s annual report on Form 10-K for the year ended December 31, 2018, except as described below. In addition to other information set forth in this report, you should carefully consider the risk factors included in Oriental’s annual report on Form 10-K, as updated by this report or other filings Oriental makes with the SEC under the Exchange Act. Additional risks and uncertainties not presently known to Oriental at this time or that Oriental currently deems immaterial may also adversely affect Oriental’s business, financial condition or results of operations.

Oriental may fail to successfully consummate the Scotiabank Transaction.

While Oriental intends and expects to meet all of the conditions required to consummate the Scotiabank Transaction, there are certain closing conditions, which are beyond our control, required for the consummation of the Purchase Agreements. These factors include the receipt of regulatory approvals from the FDIC, the Federal Reserve Board, the OCFI and the USVI Banking Board (the “Approvals”).

In determining whether to approve the Scotiabank Transaction, federal bank regulators will consider, among other factors, its effect on our competitors, our financial condition and our future prospects. The regulators also review current and projected capital ratios and levels, the competence, experience, and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served (including the acquiring institution’s record of compliance under the Community Reinvestment Act) and the effectiveness of the acquiring institution in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to us, or at all. There can be no assurance as to when or whether these regulatory approvals will be received, or the conditions associated with any approval.

Oriental may fail to realize the anticipated benefits of the Scotiabank Transaction.

The success of the Scotiabank Transaction will depend on, among other things, Oriental’s ability to realize anticipated cost savings and to integrate the assets and operations to be acquired in a manner that permits growth opportunities and does not materially disrupt Oriental’s existing customer relationships or result in decreased revenues resulting from any loss of customers. If Oriental is not able to successfully achieve these objectives, the anticipated benefits of the Scotiabank Transaction may not be realized fully or at all or may take longer to realize than expected. Additionally, Oriental made assumptions and estimates concerning the fair value of assets and liabilities to be acquired in evaluating the Scotiabank Transaction and the purchase price. Actual values of these assets and liabilities could differ from Oriental’s assumptions and estimates, which could result in not achieving the anticipated benefits of the Scotiabank Transaction.

At Closing, BNS and Oriental will enter into a transition services agreement pursuant to which BNS will provide Oriental with services necessary to assist Oriental with the day-to-day operations of the acquired companies and their transition to our infrastructure, and to provide data for the integration of information, for a period of up to eighteen months. The Purchase Agreements contains customary indemnification rights for each of BNS and Oriental, including with respect to breaches of representations, warranties or covenants and certain other specified matters. Certain of the indemnification obligations of each party are subject to a minimum claim size threshold, an aggregate claim threshold, a cap on indemnification and other limitations on liability.

137

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

There can be no assurance that the Scotiabank Transaction will have positive results, including results relating to: correctly assessing the asset quality of the assets acquired; the total cost of integration, including management attention and resources; the time required to complete the integration successfully; the amount of longer-term cost savings; being able to profitably deploy funds acquired in the transaction; or the overall performance of the combined business. Oriental’s future growth and profitability depends, in part, on the ability to successfully manage the combined operations. Integration of an acquired business can be complex and costly, sometimes including combining relevant accounting and data processing systems and management controls, as well as managing relevant relationships with employees, clients, suppliers and other business partners. Integration efforts could divert management attention and resources, which could adversely affect Oriental’s operations or results. The loss of key employees in connection with the Scotiabank Transaction could adversely affect our ability to successfully conduct the combined operations.

Greater than expected credit costs, markdowns and provisions for loan and lease losses concerning the assets to be acquired could adversely affect Oriental’s financial condition and results of operations in the future. There is no assurance that our integration efforts will not result in other unanticipated costs, including the diversion of personnel, or losses.

The Scotiabank Transaction may also result in business disruptions that cause us to lose customers or cause customers to move their accounts or business to competing financial institutions. It is possible that the integration process related to this acquisition could disrupt Oriental’s ongoing business or result in inconsistencies in customer service that could adversely affect Oriental’s ability to maintain relationships with clients, customers, depositors and employees. Our inability to overcome these risks could have a material adverse effect on our business, financial condition, results of operations and future prospects.

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.

138

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

ITEM 6. EXHIBITS

Exhibit No. Description of Document:

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 June 30, 2019, 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.

139

OFG BANCORP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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: August 2, 2019
	José Rafael Fernández
	President and Chief Executive Officer

By:	/s/ Maritza Arizmendi	Date: August 2, 2019
	Maritza Arizmendi
	Executive Vice President, Chief Financial Officer and Chief Accounting Officer
By:	/s/ Krisen Aguirre Torres	Date: August 2, 2019
	Krisen Aguirre Torres
	Vice President Financial Reporting and Accounting Control

140