FIRST BANCORP /PR/
10-Q, 2000-11-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



                    Quarterly Report Pursuant to Section 130
                     of the Securities Exchange Act of 1934


For the Quarter ended                                Commission File 001-14793
 September 30, 2000


                                 First BanCorp.
             (Exact name of Corporation as specified in its charter)


        Puerto Rico                                              66-0561882
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)


1519 Ponce de Leon Avenue, Stop 23
      Santurce, Puerto Rico                                          00908
  (Address of principal office)                                   (Zip Code)


              Corporation's telephone number, including area code:


                                 (787) 729-8200


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

     Number  of shares  of the  Corporation's  Common  Stock  outstanding  as of
November 13, 2000

                                   26,424,152



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                                                    FIRST BANCORP
                                                      CONTENTS

PART I.  FINANCIAL INFORMATION                                                  PAGE

                  Item 1. Financial Statements:

                  Consolidated Statements of Financial
                      Condition as of September 30, 2000 and
                     December 31, 1999.................................................................3

                  Consolidated Statements of Income for the
                      three and nine months ended on September 30, 2000 and 1999.......................4

                  Consolidated Statements of Cash Flows
                     for the nine months ended on September 30, 2000 and 1999..........................5

                  Consolidated Statements of Changes in
                     Stockholders' Equity..............................................................6

                  Consolidated Statements of Comprehensive Income for the
                      three and nine months ended on September 30, 2000 and 1999.......................7

                  Notes to Consolidated Financial Statements...........................................8

                  Item 2. Management's Discussion and
                            Analysis of Financial Condition
                            and Results of Operations.................................................19

                  Item 3. Quantitative and Qualitative Disclosures About Market Risk..................32

PART II. OTHER INFORMATION

                  Item 1. Legal Proceedings...........................................................33

                  Item 2. Changes in Securities.......................................................33

                  Item 3. Defaults Upon Senior Securities.............................................33

                  Item 4. Submission of Matters to a Vote
                            of Security Holders.......................................................33

                  Item 5. Other Information...........................................................33

                  Item 6. Exhibits and Report on Form 8-K.............................................33

SIGNATURES............................................................................................34
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                                                       FIRST BANCORP
                                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                        September 30, 2000        December 31, 1999
Assets             ........                                                 (Unaudited)
Cash and due from banks                                                 $       52,610,836         $    58,267,929
                                                                        ------------------         ---------------
Money market instruments                                                         2,443,944              35,217,064
                                                                       -------------------        ----------------
Investment securities available for sale, at market:
    United States and Puerto Rico Government obligations                       433,108,066             340,356,015
    Mortgage backed securities                                               1,293,100,684           1,017,176,782
    Other investments                                                           91,340,727              96,541,374
                                                                         -----------------       -----------------

        Total investment securities available for sale                       1,817,549,477           1,454,074,171
                                                                          ----------------         ---------------
Investment securities held to maturity, at cost:
    United States and Puerto Rico Government  obligations                      102,296,143              97,349,381
    Mortgage backed securities                                                 206,941,081             206,696,658
                                                                          ----------------        ----------------
Total investment securities held to maturity                                   309,237,224             304,046,039
                                                                          ----------------        ----------------
Federal Home Loan Bank (FHLB) stock                                             18,536,500              17,826,500
                                                                         -----------------       -----------------
Loans held for sale                                                                                     37,794,078
Loans receivable                                                             3,318,007,924           2,707,574,019
                                                                           ---------------         ---------------
     Total loans                                                             3,318,007,924           2,745,368,097
Allowance for loan losses                                                      (76,445,352)            (71,784,237)
                                                                           ---------------       -----------------
    Total loans - net                                                        3,241,562,572           2,673,583,860
                                                                           ---------------         ---------------
Other real estate owned                                                          3,084,356                 517,405
Premises and equipment - net                                                    69,337,570              61,947,817

Accrued interest receivable                                                     27,213,699              17,917,526
Due from customers on acceptances                                                2,398,540               2,738,176
Other assets                                                                   104,699,173              95,431,678
                                                                         -----------------       -----------------
        Total assets                                                        $5,648,673,891          $4,721,568,165
                                                                            ==============          ==============
Liabilities and Stockholders' Equity
Liabilities:
    Non-interest bearing deposits                                         $    211,681,279          $  211,896,459
    Interest bearing deposits                                                3,010,766,900           2,353,525,177
    Federal funds purchased and securities
      sold under agreements to repurchase                                    1,817,945,308           1,452,151,222
    Other short-term borrowings                                                 14,500,000             152,484,084
    Advances from FHLB                                                          57,600,000              50,000,000
    Notes payable                                                               55,500,000              55,500,000
    Bank acceptances outstanding                                                 2,398,540               2,738,176
    Accounts payable and other liabilities                                      65,083,143              54,776,718
                                                                         -----------------        ----------------
                                                                             5,235,475,170           4,333,071,836
                                                                           ---------------         ---------------
Subordinated notes                                                              92,524,328              93,594,080
                                                                         -----------------       -----------------
Stockholders' equity:
    Preferred Stock, authorized 50,000,000 shares: issued and
     outstanding 3,600,000 shares at $25.00 liquidation value
      per share                                                                 90,000,000              90,000,000
                                                                          ----------------        ----------------
    Common stock, $1.00 par value, authorized 250,000,000 shares;
      issued 29,618,552 shares                                                  29,618,552              29,612,552
    Less: Treasury Stock (at par value)                                         (3,194,400)             (1,552,000)
                                                                         -----------------       -----------------
    Common stock outstanding                                                    26,424,152              28,060,552
                                                                          ----------------        ----------------
    Additional paid-in capital                                                  19,130,016              19,863,466
    Capital reserve                                                             40,000,000              40,000,000
    Legal surplus                                                              126,792,514             126,792,514
    Retained earnings                                                           67,032,021              58,834,676

    Accumulated other comprehensive income - unrealized loss
        on securities available for sale, net of tax                           (48,704,310)            (68,648,959)
                                                                          ----------------       -----------------
                                                                               320,674,393             294,902,249
                                                                           ---------------        ----------------
Contingencies and commitments                                                                        _____________

        Total liabilities and stockholders' equity                          $5,648,673,891          $4,721,568,165
                                                                            ==============          ==============
The accompanying notes are an integral part of these statements.


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34
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                                  FIRST BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                         Three Months Ended                Nine Months Ended
                                                 September 30,      September 30,   September 30,    September 30,
                                                       2000              1999           2000             1999

Interest income:
  Loans                                           $85,418,977        $66,682,290     $240,068,892      $189,612,961
  Investments                                      34,654,795         27,477,878       97,034,570        78,463,053
  Dividends on FHLB stock                             310,258            314,978          908,616           797,529
                                               --------------     --------------  ---------------  ----------------
     Total interest income                        120,384,030         94,475,146      338,012,078       268,873,543
                                                  -----------       ------------    -------------     -------------

Interest expense:
  Deposits                                         41,206,160         24,845,841       108,485,381        63,692,990
  Short term borrowings                            29,386,202         19,622,306        77,729,760        57,255,173
  Long term borrowings                              2,754,188          3,217,907         8,101,813        10,198,160
                                                 ------------      -------------   --------------     --------------
     Total interest expense                        73,346,550         47,686,054       194,316,954       131,146,323
                                                  ------------      ------------     -------------     -------------

Net interest income                                47,037,480         46,789,092       143,695,124       137,727,220

Provision for loan losses                          11,565,500         11,016,500       34,743,500        37,766,000
                                                 ------------        -----------     ------------      ------------

Net interest income after provision
  for loan losses                                  35,471,980         35,772,592      108,951,624        99,961,220
                                                 ------------       ------------     ------------      ------------

Other income:
  Service charges on deposit accounts               2,070,993          2,310,283        6,685,821         6,271,661
  Fees on loans serviced for others                   128,007            193,839          412,338           682,146
  Other fees on loans                               5,605,491          3,524,951       13,348,169         9,441,374
   Mortgage banking activities                         (3,398)            (5,796)          (3,398)            5,753
  Trading income                                                                          419,367            75,000
  Gain on sale of investments                       1,855,368             40,297        6,812,772         1,348,583
  Other operating income                            3,640,679          2,457,510        8,853,986         6,390,820
                                                -------------      -------------   --------------     -------------
     Total other income                            13,297,140          8,521,084       36,529,055        24,215,337
                                                -------------      -------------    -------------      ------------

Other operating expenses:
  Employees' compensation and benefits             12,642,990         12,069,042       38,055,926        34,637,628
  Occupancy and equipment                           5,670,479          5,216,581       16,845,794        14,660,489
  Taxes and insurance                               1,840,870          1,632,098        5,037,206         4,895,071
  Other                                             8,332,502          6,965,809       24,816,453        19,588,595
                                                -------------      -------------    -------------     -------------
     Total other operating expenses                28,486,841         25,883,530       84,755,379        73,781,783
                                                 ------------       ------------    -------------     -------------

Income before income tax provision                 20,282,279         18,410,146       60,725,300        50,394,774
Income tax provision                                3,583,067          2,202,000       11,197,649         4,651,900
                                                 ------------       ------------     ------------     -------------

Net income                                        $16,699,212       $ 16,208,146      $49,527,651       $45,742,874
                                                  ===========       ============      ===========       ===========

Net income per common share - basic            $        0.56     $          0.50 $           1.65    $         1.48
                                               =============     =============== ================    ==============
Net income per common share - diluted          $        0.56     $          0.50 $           1.64    $         1.47
                                               =============     =============== ================    ==============

The accompanying notes are an integral part of these statements.
</TABLE>


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                                  FIRST BANCORP
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                                                               Nine Months        Nine Months
                                                                                   Ended           Ended
                                                                            September 30, 2000  September 30, 1999

Cash flows from operating activities:
  Net income                                                                   $  49,527,651    $  45,742,874
                                                                               -------------    -------------
  Adjustments to reconcile net income to net cash:
    Depreciation                                                                   6,661,739        5,573,257
    Provision for loan losses                                                     34,743,500       37,766,000
    Increase (decrease) in taxes payable                                         (17,868,623)       3,556,881
    Increase in deferred tax assets                                               (3,425,535)      (5,650,996)
    Increase  in accrued interest receivable                                      (9,296,174)      (7,570,793)
    Increase in accrued interest payable                                           9,567,608        6,231,229
    Amortization of deferred net loan fees                                          (123,418)        (776,174)
    Net gain on sale of investments securities                                    (6,812,772)      (1,348,583)
    Origination of loans available for sale                                                       (12,961,662)
    Proceeds from sale of loans                                                                     1,266,787
    Decrease (increase)  in other assets                                           2,313,808       18,385,011
    Increase in other liabilities                                                 17,840,587       13,089,273
                                                                                  ----------       ----------
       Total adjustments                                                          33,600,720       57,560,230
                                                                                 -------------    -----------
       Net cash provided by operating activities                                  83,128,371      103,303,104
                                                                              --------------    -------------
Cash flows from investing activities:
  Principal collected on loans                                                   311,376,874      513,486,123
  Loans originated                                                              (930,730,675)    (952,964,932)
  Purchase of loans                                                                                  (196,247)
  Proceeds from sale of investments                                               53,576,672        9,570,777
  Purchase of securities held to maturity                                         (5,191,185)    (275,390,518)
  Principal repayments and maturities of securities held to maturity                                  (63,183)
  Purchase of securities available for sale                                   (3,619,717,784)  (3,490,060,290)
  Principal repayments of securities available for sale                         3,236,071,442   3,783,062,863
  Additions to premises and equipment - net                                      (14,051,494)     (10,942,585)
  Investment in FHLB stock                                                          (710,000)      (7,555,900)
                                                                            ---------------- ----------------
       Net cash used in investing activities                                    (969,376,150)    (431,053,892)
                                                                               -------------   --------------
Cash flows from financing activities:
  Net increase in deposits                                                       657,026,542      555,269,108
  Net increase (decrease) in federal funds purchased and securities sold
     under repurchase agreement                                                  366,221,305     (181,680,573)
  FHLB-NY advances taken (paid)                                                    7,600,000       (2,600,000)
  Payments of  notes payable                                                      (1,069,753)     (38,518,750)
  Decrease in other borrowings                                                  (137,984,084)     (36,561,782)
  Increase (decrease)  in debt securities issuance cost                             (276,288)         823,284
  Dividends                                                                      (13,707,316)     (10,518,154)
  Exercise of stock options                                                           93,750          176,313
  Issuance of preferred stock                                                                      86,819,350
  Treasury stock acquired                                                        (30,086,590)     (22,304,851)
                                                                            ----------------   --------------
       Net cash provided by financing activities                                 847,817,566      350,903,945
                                                                                ------------   --------------
  Net increase (decrease) in cash and cash equivalents                           (38,430,213)      23,153,157
  Cash and cash equivalents at beginning of period                                93,484,993       39,941,766
                                                                                ------------   --------------
  Cash and cash equivalents at end of period                                  $   55,054,780      $63,094,923
                                                                              ==============      ===========

  Cash and cash equivalents include:
       Cash and due from banks                                                 $  52,610,836     $ 43,460,680
       Money market instruments                                                    2,443,944       19,634,243
                                                                              --------------    -------------
                                                                                $ 55,054,780     $ 63,094,923
                                                                                ============     ============
Supplemental  disclosures  of cash flow  information:  Cash paid during the year
  for:
    Interest                                                                    $184,749,346     $124,915,094
    Income taxes                                                                  25,151,900        5,618,337
The accompanying notes are an integral part of these statements.

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                                  FIRST BANCORP
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                                                                                                      Unrealized
                                                                                                                       gain(loss)
                                                             Additional                                              on securities
                             Preferred         Common         paid-in      Capital       Legal           Retained      available
                              stock            stock          capital      reserve      surplus          earnings      for sale

December 31, 1997         $                  $14,901,826    $38,453,561  $20,000,000    $53,454,469     $97,537,900   $12,031,444

Net income                                                                                               51,812,387
Change in valuation of
  securities available for sale                                                                                        (3,281,513)
Addition to capital reserve                                               10,000,000                    (10,000,000)
Repurchase of common stock                      (108,800)      (217,600)                                 (3,330,024)
Treasury stock                                  (100,000)       (50,000)                                 (2,061,250)
Stock option exercised                            10,000        186,501
Cash dividends-common stock                                                                              (8,870,833)
Common stock split
 on May 29, 1998                              14,796,526    (14,796,526)  __________     __________    ___________     __________
                         -----------------  ------------    -----------
December 31, 1998                             29,499,552     23,575,936   30,000,000     53,454,469     125,088,180     8,749,931


Net income                                                                                               62,074,949
Change in valuation of
  securities available for sale                                                                                       (77,398,890)
Issuance of preferred stock     90,000,000                   (3,149,783)
Addition to legal surplus                                                                73,338,045     (73,338,045)
Addition to capital reserve                                               10,000,000                    (10,000,000)
Treasury stock                                (1,452,000)      (726,000)                                (30,332,611)
Stock options exercised                           13,000        163,313
Cash dividends:
    Common stock                                                                                        (10,382,797)
    Preferred stock              _________     _________      _________    _________     __________      (4,275,000)   __________
                                                                                                      -------------
December 31, 1999               90,000,000    28,060,552     19,863,466   40,000,000    126,792,514      58,834,676   (68,648,959)

Net income                                                                                               49,527,651
Change in valuation of
  securities available for sale                                                                                        19,944,649
Treasury stock                                (1,642,400)      (821,200)                                (27,622,990)
Stock option exercised                             6,000         87,750
Cash dividends:
    Common stock                                                                                         (8,897,941)
    Preferred stock             __________    __________     __________   __________    ___________      (4,809,375)   __________
                                                                                                      -------------
September 30, 2000             $90,000,000   $26,424,152    $19,130,016  $40,000,000   $126,792,514     $67,032,021  $(48,704,310)
                               ===========   ===========    ===========  ===========   ============     ===========  ============


The accompanying notes are an integral part of these statements.
</TABLE>


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                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)
                                                         Three Months Ended                 Nine Months Ended
                                                     September 30,     September 30,      September 30,    September 30,
                                                         2000              1999               2000             1999

Net Income                                            $16,699,212      $ 16,208,146       $49,527,651      $ 45,742,874
                                                      -----------      ------------       -----------      ------------

Other comprehensive income net of tax:
 Unrealized gain (losses) on securities:
     Unrealized holding gains (losses)                  7,447,646       (10,487,271)       21,361,509       (61,373,043)
       arising during the period
     Less: reclassification adjustment
       for gains included in net income                 1,116,050         _________         1,416,860           897,218
                                                     ------------                        ------------    --------------

Total other comprehensive income                        6,331,596       (10,487,271)       19,944,649       (62,270,261)
                                                     ------------       -----------       -----------       -----------

Comprehensive income                                  $23,030,808        $5,720,875       $69,472,300      $(16,527,387)
                                                      ===========        ==========       ===========      ============

</TABLE>
The accompanying notes are an integral part of these statements.


<PAGE>


                                  FIRST BANCORP

               PART I - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1 - NATURE OF BUSINESS

         First BanCorp (the  Corporation) is a financial holding company subject
to the Federal Bank Holding Company Act and to the regulations, supervision, and
examination of the Federal Reserve Board.

         FirstBank  Puerto  Rico  (FirstBank  or the  Bank),  the  Corporation's
subsidiary, is a commercial bank chartered under the laws of the Commonwealth of
Puerto Rico.  Its main office is located in San Juan,  Puerto  Rico,  and has 44
full  service  banking  branches  in  Puerto  Rico and  four in the U.S.  Virgin
Islands.  It also has loan  origination  offices  in  Puerto  Rico  focusing  on
consumer  loans.  Early in the  year  2000 the  Bank  began  offering  brokerage
services in selected branches through a new alliance with Paine Webber of Puerto
Rico, the largest brokerage firm in the Island. In addition,  through its wholly
owned subsidiaries, FirstBank operates other offices in Puerto Rico specializing
in small personal loans,  finance leases and vehicle rental. The Bank is subject
to the supervision, examination and regulation of the Office of the Commissioner
of  Financial  Institutions  of Puerto  Rico and the Federal  Deposit  Insurance
Corporation  (FDIC),  which insures its deposits through the Savings Association
Insurance Fund (SAIF).

         On September 25, 2000 First Virgin Islands  Federal  Savings Bank (FVI)
was merged with and into FirstBank, which resulted in an additional full service
banking branch located in the U.S. Virgin Islands.

2 - ACCOUNTING POLICIES

         The  accounting  and  reporting  policies  of the  Corporation  and its
subsidiaries  conform with generally  accepted  accounting  principles,  and, as
such,  include  amounts based on judgments,  estimates and  assumptions  made by
Management  that  affect the  reported  amounts of assets  and  liabilities  and
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those  estimates.  The  accompanying  unaudited
financial  statements have been prepared in accordance with the instructions for
Form 10-Q. Complete information  regarding the financial statements can be found
in the notes to the financial  statements  for the year ended  December 31, 1999
contained in the annual report of the Corporation.

         In the opinion of Management,  the accompanying  unaudited consolidated
statements  of financial  condition and the related  consolidated  statements of
income, of cash flows, of changes in stockholders'  equity, and of comprehensive
income,  include all  adjustments  (principally  consisting of normal  recurring
accruals)  necessary  for a fair  presentation  of the  Corporation's  financial
position at September 30, 2000, and the results of operations and the cash flows
for the three and nine months ended on September 30, 2000 and 1999.  The results
of operations  for the three and nine months ended on September 30, 2000 are not
necessarily indicative of the results to be expected for the entire year.


<PAGE>


         Accounting for derivative instruments and hedging activities

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 133  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  This  statement  establishes
accounting  and  reporting  standards  for  derivative  instruments,   including
derivative  instruments  that are embedded in other  contracts,  and for hedging
activities.  SFAS No. 133  standardizes  accounting for derivative  instruments,
including those embedded in other contracts, by requiring the recognition of all
derivatives (both assets and liabilities) in the statement of financial position
at fair value.  In  accordance  with SFAS No. 133,  changes in the fair value of
derivative  instruments  are generally  accounted for as current income or other
comprehensive income, depending on their designation.

         SFAS No. 133 generally  provides for the matching of the timing of gain
or loss  recognition on the hedging  instruments  with the recognition of either
the changes in the fair value of the hedged asset or liability,  or the earnings
effect of the hedged forecasted transaction.

     On July 7, 1999, the FASB issued SFAS No. 137,  "Accounting  for Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  Date of FASB
Statement No. 133". SFAS No. 137 delays the effective date of SFAS No. 133. SFAS
No. 133 would be effective for all fiscal quarters of all fiscal years beginning
after June 15, 2000. On June 19, 2000, the FASB issued SFAS No. 138, "Accounting
for Certain  Derivative  Instruments and Certain Hedging Activities an Amendment
of FASB  Statement No. 133",  which amends certain of the provisions of SFAS No.
133.

         As part of the  interest  rate risk  management,  the  Corporation  has
entered  into  interest  rate  swap   agreements   with  a  notional  amount  of
$1,026,000,000  at September 30, 2000. These swap agreements are used to hedge a
portfolio  of brokered  certificates  of deposit.  Most of the swaps are used to
convert the cost of the  certificates of deposit from fixed to variable,  with a
hedge  relationship,  which  is  estimated  to  be  100  percent  effective.  In
accordance  with SFAS No. 133 there will be no impact on the statement of income
nor on comprehensive  income, since the gain or loss on the swap agreements will
completely  offset  the  loss  or  gain  on the  certificates  of  deposit.  The
application of SFAS No. 133 will result in a grossing up of the balance sheet to
reflect the swap and the certificates of deposit at fair value. At September 30,
2000  the  fair  value  (or  replacement  cost) of  these  swap  agreements  was
approximately  $51,000,000. If the Corporation had implemented SFAS No.133 as of
September 30, 2000, a swap asset of $51,000,000  would have been recognized with
an increase in certificate of deposits by the same amount.

     The Corporation also has interest rate protection  agreements (caps) with a
notional amount of  $800,000,000  at September 30, 2000.  These caps are used to
limit the Corporation exposure to rising interest rates on its borrowings. Under
these  agreements the Corporation paid an up front premium of $1,800,000 for the
right to receive cash flows  payments in excess of the  predetermined  cap rate;
thus,  effectively  capping  its  interest  rate  cost for the  duration  of the
agreement.  In  accordance  with SFAS No. 133,  management  expects to designate
these caps as cash-flow  hedges.  For a qualifying  cash flow hedge, an interest
rate cap will be carried on the balance  sheet at fair value with the time value
change reflected  through the current  statement of income.  Any intrinsic value
will be reflected through  comprehensive  income and will be reflected in future
statements of income when payments are received from the counter  party.  If the
Corporation  had  implemented  SFAS No. 133 as of  September  30, 2000 a loss of
approximately  $700,000 would have been recognized in the statement of income as
a cumulative effect of a change in accounting principle.

     SFAS No. 133 supersedes SFAS No. 80 for cash flow hedge  accounting.  Under
SFAS No. 80, the cost of caps to reduce  interest  rate risk is  amortized  on a
straight-line method over the term of coverage as a prepaid expense.  Under SFAS
No. 80, the  amortization  for the third  quarter  ended  September 30, 2000 was
approximately $200,000.

   Transfer and Servicing of Financial Assets and Extinguishment of Liabilities

         The FASB  recently  issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,  a replacement
of SFAS No. 125." SFAS No. 140 revises the standards for accounting for security
transactions and other transfers of financial assets and collateral and requires
certain  disclosures,  but it  carries  over most of SFAS No.  125's  provisions
without  reconsideration.  SFAS No. 140 is effective on  transactions  occurring
after March 31, 2000.  Management  estimates that the adoption of this statement
will not have a material effect on the consolidated  financial statements of the
Corporation.

3 - STOCKHOLDERS' EQUITY

         Authorized  common stock shares at September  30, 2000 and December 31,
1999 were  250,000,000,  with a par value of $1.00.  At  September  30, 2000 the
Corporation had 26,424,152 shares issued and outstanding of common stock.

         Preferred stock

         The  Corporation  has 50,000,000  shares of authorized  preferred stock
with a par value of $1.  This  stock may be issued in series  and the  shares of
each  series  shall have such  rights and  preferences  as shall be fixed by the
Board of Directors when authorizing the issuance of that particular  series.  On
April 30, 1999, the Corporation  issued 3,600,000 shares of preferred stock. The
liquidation  value per share is $25.00.  Annual dividends of $1.78125 per share,
are payable monthly, if declared by the board of directors.

4 - EARNINGS PER COMMON SHARE
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

     The calculations of earnings per common share for the three and nine months
ended on September 30, 2000 and 1999 are as follows:

                                                                      Three months ended            Nine months ended
                                                                         September  30,                 September  30,
                                                                     2000           1999            2000            1999
(In thousands, except per share data)

Net income                                                          $16,699        $16,208         $49,528      $45,743

Less: Preferred stock dividend                                       (1,603)        (1,603)         (4,809)      (2,672)
                                                                   --------       --------        --------     --------

Net income - attributable to common stockholders                    $15,096        $14,605         $44,718      $43,071
                                                                    =======        =======         =======      =======

    Earnings per common share - basic:

Weighted average common shares outstanding                           26,725         28,971          27,117       29,123
                                                                   --------       --------        --------      -------

Earnings per common share - basic                                  $   0.56      $    0.50        $   1.65     $   1.48
                                                                   ========      =========        ========     ========

    Earnings per common share - diluted:

Weighted average common shares and share equivalents:
    Average common shares outstanding                                26,725         28,971          27,117       29,123
    Common stock equivalents - Options                                  202            243             192          265
                                                                 ----------      ---------      ----------     --------
         Total                                                       26,927         29,214          27,309       29,388
                                                                   --------       --------        --------      -------

Earnings per common share - diluted                               $    0.56       $   0.50       $    1.64      $  1.47
                                                                  =========       ========       =========      =======
</TABLE>

         Stock options outstanding under the Corporation's stock option plan for
officers  are  common  stock  equivalents  and,  therefore,  considered  in  the
computation  of earnings  per common share - diluted.  Common stock  equivalents
were computed using the treasury stock method.

         The stock option plan must be recognized either by the fair value based
method or the intrinsic value based method.  The Corporation  uses the intrinsic
value based  method of  accounting.  Under the  intrinsic  value  based  method,
compensation cost is the excess, if any, of the quoted market price of the stock
at grant date or other  measurement date over the amount an employee must pay to
acquire the stock. If material,  entities using the intrinsic value based method
on awards granted to employees must make pro forma disclosures of net income and
earnings  per share,  as if the fair value based method of  accounting  had been
applied. Under the fair value based method, compensation cost is measured at the
grant date based on the value of the award and is  recognized  over the  service
period, which is usually the vesting period.

         During the three and nine months  periods  ended on September 30, 1999,
the Corporation granted 15,000 and 20,500 options,  respectively,  to buy shares
of the Corporation's common stock. Each option granted during the three and nine
months  ended on September  30, 1999 has an exercise  price of $22.56 and $23.55
respectively,  equal to the quoted  market price of the stock at the grant date,
therefore no compensation cost was recognized on the options granted. No options
were granted during the nine months ended on September 30, 2000.

         Had  compensation  cost for the stock options  granted been  determined
based on the fair  value at the grant  date the  Corporation's  net  income  and
earnings  per share would have been reduced to the pro forma  amounts  indicated
below:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Pro forma earnings per common share                               Three months ended             Nine months ended
                                                                        September 30,                 September 30,
(In thousands except per share data)                              2000              1999           2000             1999
                                                               ---------         --------       ---------        -------

Net income - attributable to common stockholders                $15,096          $14,482         $44,718        $42,887

Earnings per common share - basic                                 $0.56            $0.50           $1.65          $1.47

Earnings per common share - diluted                               $0.56            $0.50           $1.64          $1.46
</TABLE>

         The Corporation uses the binomial model for the computation of the fair
value of each option  granted to buy shares of the  Corporation's  common stock.
The fair value of each  option  granted  during the three and nine month  period
ended on  September  30, 1999 was  estimated  using the  following  assumptions:
dividend  growth of 22.4% and 22.3%,  respectively;  expected  life of 10 years;
expected  volatility of 31.8% and 33.0%,  respectively,  and risk-free  interest
rate of 5.8% and 5.6%,  respectively.  The  estimated  fair value of the options
granted was $8.17 and $8.98 per option, respectively.

5- INVESTMENT SECURITIES HELD FOR TRADING

     At September 30, 2000 and December 31, 1999,  there were no securities held
for trading purposes or options on such securities.

         The net results from the sale of trading securities  amounted to a gain
of $419,367  during the nine months  ended on September  30, 2000.  The net gain
from the sale of trading  securities  amounted to $75,000 during the nine months
ended on September 30, 1999. These earnings were included as trading income.  No
net revenue from the sale of trading  securities  was recorded  during the third
quarter of 2000 and 1999.

6 - INVESTMENT SECURITIES

         The amortized  cost,  gross  unrealized  gains and losses,  approximate
market value,  weighted  average yield and  maturities of investment  securities
were as follows:



<PAGE>


Investment securities available for sale
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                   (Dollars in thousands)
                                            September 30, 2000                             December 31, 1999
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%
U.S. Treasury Securities:
     After 1 to 5 years     $   3,129             $ (2)     $3,127    6.40
     After 5 to 10 years       39,612           (2,581)     37,031    4.90     $39,577           $(4,302)     $35,275  4.90
     After 10 years            67,533           (4,691)     62,842    5.50      67,468            (9,621)      57,847  5.51
Obligations of other U.S.
 Government Agencies:
     Within 1 year            208,093             (139)    207,954    6.51     219,065      $53      (58)     219,060  5.68
     After 1 to 5 years        40,135   $146                40,281    7.65
     After 5 to 10 years       29,988     12                30,000    7.81
     After 10 years            29,882           (5,007)     24,875    7.10      27,457            (5,127)      22,330  7.05
Puerto Rico Government
 Obligations:
     After 5 to 10 years       20,000                       20,000    7.81
     After 10 years             7,388      2      (391)      6,998    6.44       5,880      ___      (36)       5,844  6.83
                          ---------------------------- -----------         -----------         ----------- ----------
Total                        $445,760   $160  $(12,811)   $433,108    6.49    $359,447      $53 $(19,144)    $340,356  5.69
                             ========   ====  ========    ========            ========      === ========     ========

Mortgage  backed  securities-  Federal Home Loan  Mortgage  Corporation  (FHLMC)
certificates:
     After 1 to 5 years        $  911            $  (7)  $     904    7.04   $     997             $ (25)     $   972  6.87
     After 5 to 10 years        8,512             (148)      8,364    6.23       9,905              (255)       9,650  6.23
     After 10 years            19,656      6      (142)     19,520    7.62      22,872      $11     (155)      22,728  6.38
                            ---------  -----  --------    --------              ------      ---     ----       ------
                               29,079      6      (296)     28,789    7.20      33,774       11     (435)      33,350  6.35
                             --------- ------ --------    --------              ------     ----     ----       ------
Government National
 Mortgage Association
(GNMA) certificates:
     After 5 to 10 years        4,569              (47)      4,522    6.23       3,674               (46)       3,628  5.85
     After 10 years         1,294,762    661   (48,665)  1,246,757    6.52   1,039,069    1,410  (76,054)     964,425  6.19
                            ---------   ----  ---------  ---------           ---------    -----  -------      -------
                            1,299,330    661   (48,712)  1,251,279    6.52   1,042,743    1,410  (76,100)     968,053  6.19
                           ----------   ----  --------   ---------           ---------    -----   ------      -------
Federal National
 Mortgage Association
(FNMA) certificates:
     After 1 to 5 years           432               (1)        431    7.10         644                (7)         637  7.29
     After 5 to 10 years          134                          134    6.85         188                (6)         182  6.88
     After 10 years             9,883    236       (29)     10,088    8.30      11,109      299      (46)      11,362  8.26
                         ------------  -----   -------    --------          ----------    -----    -----     --------
                               10,448    236       (30)     10,652    8.23      11,941      299      (59)      12,181  8.19
                          -----------  -----   -------    --------          ----------    -----    -----     --------
Mortgage pass through
 certificates:
     After 10 years             2,315     66                 2,380    9.23       2,463      757     ____        3,220  9.09
                        --------------------              --------         -----------    -----              --------
Real Estate Mortgage
 Interest Conduit:
     Within 1 year          _________   ____   _______   _________                 361       12  _______      ___ 373 12.52
                                                                        --------------  -------          ------------
Total                      $1,341,172   $969  $(49,038) $1,293,100    6.55  $1,091,282   $2,489 $(76,594)  $1,017,177  6.23
                           ==========   ====  ========  ==========          ==========   ====== ========   ==========
Other investments:
    Within 1 year             $56,230   $436   $(4,150)    $52,516    4.17$     67,359   $1,914               $69,273  6.03
    After 1 to 5 years         28,099    308                28,407    7.96      14,750            $  (88)      14,662  7.76
    After 5 to 10 years         9,490     96                 9,586    7.13      11,779              (162)      11,617  7.25
    After 10 years                842   ____        (9)        833    7.06         990    _____     ____        990    7.06
                      ---------------       -----------  ----------       --------------                    ---------
Total                    $     94,661   $840   $(4,159)    $91,341    5.62$     94,878   $1,914    $(250)     $96,542  6.46
                         ============   ====   =======     =======        ============   ======    =====      =======
</TABLE>

         Maturities for mortgage  backed  securities are based upon  contractual
terms  assuming  no  repayments.   The  weighted  average  yield  on  investment
securities held for sale is based on amortized cost,  therefore it does not give
effect to changes in fair value.

<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Investment securities held to maturity

                                                                   (Dollars in thousands)
                                            September 30, 2000                             December 31, 1999
                                                                    Weighted                                          Weighted
                            Amortized     Unrealized        Market   Average  Amortized       Unrealized      Market   average
                              cost       gains  (losses)    value    yield%     cost        gains( losses)    value     yield%
Obligations of U.S.
   Government Agencies:
     After 1 to 5 years         $10,000           $    (42)  $  9,958    7.04
     After 5 to 10 years         88,526             (8,702)    79,824    7.53    $10,000          $  (166)    $9,834    7.04
     After 10 years                                                               83,756           (9,255)    74,501    7.53
Puerto Rico Government
    Obligations:
    After 10 years                3,770               (190)     3,580    6.50      3,593     $57   ______      3,650    6.50
                            -----------          ---------  ---------          ---------     ---           ---------
   Total                       $102,296            $(8,934)   $93,362    7.44    $97,349     $57  $(9,421)   $87,985    7.44
                               ========            =======    =======            =======     ===  =======    =======
Mortgage backed securities:
Government National
   Mortgage Association
   (GNMA) certificates
      After 10 years           $206,941            $(3,287)  $203,654    6.93   $206,697          $(7,851)  $198,845    6.94
                               ========            =======   ========           ========          =======   ========
</TABLE>

   Expected   maturities  of  mortgage  backed   securities  and  certain  other
securities might differ from contractual  maturities  because borrowers may have
the right to call or  prepay  obligations  with or  without  call or  prepayment
penalties.

7 - INVESTMENT IN FHLB STOCK

         At September 30, 2000 and December 31, 1999,  there were investments in
FHLB stock with book value of $18,536,500  and  $17,826,500,  respectively.  The
estimated market value of such investments is its redemption value.

8- IMPAIRED LOANS

         At September 30 2000, the  Corporation  had $13.3 million ($4.4 million
at  December  31,  1999) in  commercial  and real estate  loans over  $1,000,000
considered  impaired  with an allowance  of  approximately  $5.6  million  ($1.3
million at December  31,  1999).  There were no consumer  loans over  $1,000,000
considered  impaired as of September 30, 2000 and December 31, 1999. The average
recorded  investment  in impaired  loans  amounted to $8.9  million for the nine
months ended on September 30, 2000 (1999 - $9.4 million). Interest income in the
amount of approximately  $142,000 and $267,000 were recognized on impaired loans
for the period ended on September 30, 2000 and 1999, respectively.


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


9 - LOANS RECEIVABLE

         The following is a detail of the loan portfolio:
                                                                           September 30,            December 31,
                                                                                2000                    1999
                                                                         ------------------        --------------
Residential real estate loans:
Secured by first mortgages:
    Conventional                                                           $ 613,575,251           $ 395,884,613
    Insured by government agencies:
       Federal Housing Administration and Veterans
         Administration                                                       19,757,246               6,543,487
       Puerto Rico Housing Bank and Finance Agency                            29,180,881              32,928,102
Secured by second mortgages                                                    8,121,056               5,706,225
                                                                         ---------------          --------------
                                                                             670,634,434             441,062,427
    Deferred net loan fees                                                    (5,457,787)             (5,293,370)
                                                                         ---------------          --------------
Residential real estate loans                                                665,176,647             435,769,057
                                                                          --------------           -------------

Commercial loans:
    Construction, land acquisition and land improvements                     374,745,713             288,301,904
    Undisbursed portion of loans in process                                 (192,939,236)           (156,233,791)
                                                                           -------------          --------------
    Construction loans                                                       181,806,477             132,068,113

    Commercial loans                                                         880,083,937             655,417,037
    Commercial mortgage                                                      450,407,485             371,642,698
                                                                          --------------          --------------
Commercial loans                                                           1,512,297,899           1,159,127,848
                                                                           -------------           -------------

Finance leases                                                               111,086,090              85,692,482
                                                                         ---------------         ---------------

Consumer and other loans:
    Personal                                                                 396,114,358             422,722,624
    Personal lines of credit                                                  11,759,227              13,029,258
    Auto                                                                     528,506,406             532,242,160
    Boat                                                                      34,752,074              37,018,313
    Credit card                                                              171,782,789             168,045,087
    Home equity reserve loans                                                  3,452,159               2,656,713
    Other                                                                                                106,292
    Unearned interest                                                       (116,919,725)           (148,835,815)
                                                                        ----------------         ---------------
Consumer and other loans                                                   1,029,447,288           1,026,984,632
                                                                         ---------------          --------------
Loans receivable                                                           3,318,007,924           2,707,574,019
Loans held for sale                                                        _____________              37,794,078
                                                                                                ----------------
Total loans                                                                3,318,007,924           2,745,368,097
Allowance for loan losses                                                    (76,445,352)            (71,784,237)
                                                                       -----------------       -----------------
Total loans-net                                                           $3,241,562,572          $2,673,583,860
                                                                          ==============          ==============
</TABLE>

     Loans held for sale were  reclassified to loans receivable during the third
quarter of 2000 since the Corporation has no
intent to sell those loans.


<PAGE>


10 - SEGMENT INFORMATION

          The  Corporation  has  three  reportable  segments:  Retail  business,
Treasury  and  Investments,   and  Commercial  Corporate  business.   Management
determined  the  reportable  segments  based on the internal  reporting  used to
evaluate  performance and to assess where to allocate  resources.  Other factors
such  as  the  Corporation's  organizational  chart,  nature  of  the  products,
distribution channels and the economic characteristics of the products were also
considered in the determination of the reportable segments.

          The Retail business segment is composed of the Corporation's  branches
and loan  centers  together  with the retail  products of deposits  and consumer
loans. Certain small commercial loans originated by the branches are included in
the Retail business. Consumer loans include loans such as personal,  residential
real estate, auto, credit card and small loans. Finance leases are also included
in Retail business.  The Commercial  Corporate segment is composed of commercial
loans and corporate services such as letters of credit and cash management.  The
Treasury and Investment  segment is responsible for the  Corporation  investment
portfolio and treasury functions.

     The accounting  policies of the segments are the same as those described in
Note 2 - "Summary of Significant Accounting
Policies."

          The Corporation evaluates the performance of the segments based on net
interest income after the estimated  provision for loan losses. The segments are
also  evaluated  based on the  average  volume of its  earning  assets  less the
allowance for loan losses.

          The only intersegment transaction is the net transfer of funds between
the  segments  and  the  Treasury  and  Investment  segment.  The  Treasury  and
Investment  segment sells funds to the Retail and Commercial  Corporate segments
to finance  their  lending  activities  and  purchases  funds  gathered by those
segments.  The  interest  rates charge or credit by  Investment  and Treasury is
based on market rates.



<PAGE>


          The following table presents information about the reportable segments
(in thousands):
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                               Treasury and        Commercial
                                                                   Retail      Investments         Corporate        Total
For the quarter ended September 30, 2000:
Interest income                                                    $56,707           $34,967         $28,710      $120,384
Net (charge) credit for transfer of funds                           (3,724)           23,181         (19,457)
Interest expense                                                   (18,779)          (54,567)                      (73,346)
Net interest income                                                 34,204             3,581           9,253        47,038
Provision for loan losses                                           (5,974)                           (5,592)      (11,566)
Segment income                                                      28,230             3,581           3,661        35,472
Average earning assets                                          $1,939,139        $2,048,439      $1,170,986    $5,158,564

For the period ended September 30, 2000:
Interest income                                                   $163,871           $97,938         $76,203      $338,012
Net (charge) credit for transfer of funds                           (7,949)           59,466         (51,517)
Interest expense                                                   (53,550)         (140,767)                     (194,317)
Net interest income                                                102,372            16,637          24,686       143,695
Provision for loan losses                                          (20,567)                          (14,177)      (34,744)
Segment income                                                      81,805            16,637          10,509       108,951
Average earning assets                                          $1,834,965        $1,929,671      $1,067,127    $4,831,763

                                                                               Treasury and        Commercial
                                                                   Retail      Investments         Corporate      Total

For the quarter ended September 30, 1999:
Interest income                                                    $47,155           $27,795         $19,525       $94,475
Net (charge) credit for transfer of funds                            2,185             9,682         (11,868)
Interest expense                                                   (16,094)          (31,591)                      (47,685)
Net interest income                                                 33,246             5,886           7,657        46,790
Provision for loan losses                                          (10,323)                             (694)      (11,017)
Segment income                                                      22,923             5,886           6,963        35,773
Average earning assets                                          $1,511,691        $1,720,446        $883,674    $4,115,811

For the period ended September 30, 1999:
Interest income                                                   $133,850           $79,267         $55,756      $268,873
Net (charge) credit for transfer of funds                            3,176            28,017         (31,194)
Interest expense                                                   (43,584)          (87,562)                     (131,146)
Net interest income                                                 93,442            19,722          24,562       137,727
Provision for loan losses                                          (35,560)                           (2,207)      (37,767)
Segment income                                                      57,882            19,722          22,355        99,960
Average earning assets                                          $1,427,073        $1,682,673        $780,189    $3,889,935


</TABLE>

<PAGE>


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS.
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

      SELECTED FINANCIAL DATA
                                                                    Three Months Ended       Nine Months Ended
                                                                       September  30,          September 30,
                                                                   2000          1999        2000           1999
Condensed income statements (in thousands):
      Interest income                                            $120,384      $94,475     $338,012     $268,874
      Interest expense                                             73,347       47,686      194,317      131,146
                                                               ----------     --------    ---------     --------
      Net interest income                                          47,037       46,789      143,695      137,727
      Provision for loan losses                                    11,566       11,017       34,744       37,766
                                                               ----------     --------   ----------    ---------
      Net interest income after provision
       for loan losses                                             35,472       35,773      108,952       99,961
      Other income                                                 11,442        8,481       29,716       22,866
      Gain on sale of investments                                   1,855           40        6,813        1,349
      Other operating expenses                                     28,487       25,884       84,755       73,782
                                                                ---------      -------     --------     --------
      Net income before income tax expense                         20,282       18,410       60,725       50,395
      Income tax expense                                            3,583        2,202       11,198        4,652
                                                               ----------     --------     --------    ---------
      Net income                                                 $ 16,699      $16,208      $49,528      $45,743
                                                                 ========      =======      =======      =======
Per common share results:
      Net income per common share - basic                          $0.56         $0.50        $1.65        $1.48
      Net income per common share - diluted                        $0.56         $0.50        $1.64        $1.47
      Cash dividends declared                                      $0.11         $0.09        $0.33        $0.27
Selected financial ratios (in percent):
      Average yield on earning assets (1)                           9.18          9.13         9.25         9.36
      Cost of interest bearing liabilities                          6.02          4.94         5.73         4.91
      Interest rate spread (1)                                      3.16          4.19         3.52         4.45
      Net interest margin (1)                                       3.69          4.70         4.06         4.98
      Net income to average total assets                            1.23          1.51         1.30         1.50
      Net income to average equity                                 21.26         21.02        22.25        20.95
      Net income to average common equity                          26.94         26.74        28.83        23.89
      Average equity to average total assets                        5.80          7.16         5.84         7.15
      Dividend payout ratio                                        19.45         17.80        19.90        18.22
      Efficiency ratio (2)                                         47.21         46.80        47.03        45.56

                                                                                 September 30        December 31,
                                                                                       2000              1999
                                                                                       ----              ----
Regulatory capital ratios (in percent):
      Total capital to risk weighted assets                                              13.51           16.16
      Tier 1 capital to risk weighted assets                                              9.61           11.64
      Tier 1 capital to average assets                                                    6.18            7.47
Balance sheet data (in thousands):
       Loans and loans held for sale                                                $3,318,008          $2,745,368
       Allowance for loan losses                                                        76,445              71,784
       Investments                                                                   2,147,767           1,811,164
       Total assets                                                                  5,648,674           4,721,568
       Deposits                                                                      3,222,448           2,565,422
       Borrowings                                                                    2,038,070           1,803,729
       Total capital                                                                   320,674             294,902

         Number of full service branches                                                    48                  48
         Loan origination offices                                                           41                  41

  (1) On a taxable equivalent basis.
  (2) Other  operating  expenses  to the sum of net  interest  income  and other
income.
</TABLE>


<PAGE>


        RESULTS OF OPERATIONS

        First  BanCorp's  results of operations  depend  primarily  upon its net
interest income,  which is the difference  between the interest income earned on
its earning assets,  including investment securities and loans, and the interest
expense on its interest bearing  liabilities  including deposits and borrowings.
The  Corporation's  results of operations  also depend on the provision for loan
losses;  other  income,  mainly  service  charges  and fees on loans;  operating
expenses, such as personnel, occupancy and other costs; and on gains on sales of
securities.

        For the quarter ended on September 30, 2000,  the  Corporation  recorded
earnings of  $16,699,212  or $0.56 per common share (basic and  diluted),  a per
share increase of 12% as compared to earnings of $16,208,146 or $0.50 per common
share (basic and diluted) for the third  quarter of 1999.  Earnings for the nine
months ended on September 30, 2000 amounted to  $49,527,651  or $1.65 per common
share (basic) and $1.64 per common share  (diluted),  as compared to earnings of
$45,742,874  or $1.48 per  common  share  (basic)  and $1.47  per  common  share
(diluted)  for the same period of 1999. On a per share  basis-diluted,  earnings
for the nine months ended on September  30, 2000  increased by 11.6% as compared
to earnings for the nine months ended on September 30, 1999.

Net Interest Income

        Net interest income for the three and nine months ended on September 30,
2000 increased by $248,000 and by $6.0 million,  respectively,  as compared with
the same periods in 1999. On a taxable equivalent basis, net interest income for
the three and nine months ended on September 30, 2000  decreased by $1.6 million
and  increased by $3.0 million,  respectively.  The interest rate spread and net
interest margin,  on a taxable  equivalent  basis,  amounted to 3.16% and 3.69%,
respectively,  for the third  quarter  of 2000 as  compared  to 4.19% and 4.70%,
respectively,  for the third  quarter of 1999.  The interest rate spread and net
interest margin,  on a taxable  equivalent  basis,  amounted to 3.52% and 4.06%,
respectively,  for the nine months  ended on  September  30, 2000 as compared to
4.45% and 4.98%, respectively,  for the nine months ended on September 30, 1999.
The reduction in the interest  rate spread and net interest  margin is primarily
attributed to the increase in the average volume of total  investments and total
commercial loans when compared to the increase in the average volume of consumer
loans.  The interest rate spread for investments  and commercial  loans is lower
than the spread for consumer loans.

        Part I of the following  table presents  average  volumes and rates on a
taxable  equivalent  basis and Part II describes the respective  extent to which
changes in interest rates and changes in volume of  interest-related  assets and
liabilities have affected the Corporation's interest income and interest expense
during the periods  indicated.  For each category of earning assets and interest
bearing  liabilities,  information  is provided on changes  attributable  to (i)
changes in volume (changes in volume  multiplied by old rates),  (ii) changes in
rate (changes in rate multiplied by old volumes). Rate-volume variances (changes
in rate  multiplied by the changes in volume) have been allocated to the changes
in volume and  changes in rate based  upon their  respective  percentage  of the
combined totals.



<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>




PART I                                                               Three months ended September 30,
                                                                              Interest  income (1) /
                                                  Average volume                   expense                Average rate (1)
                                           2000              1999           2000             1999          2000     1999
                                           ----              ----           ----             ----          ----     ----
                                                                                 (Dollars in Thousands)
Earning assets:
  Deposits at banks and other
    short-term investments            $       7,444      $     14,276      $     122        $   138      6.52%      3.83%
  Government obligations                    542,217           454,848          9,506          7,012      6.97%      6.12%
  Mortgage backed securities              1,495,698         1,300,171         25,502         23,285      6.78%      7.11%
  FHLB stock                                 17,827            17,827            311            315      6.94%      7.01%
  Other investment                           56,123             9,667          1,216            231      8.62%      9.46%
                                       ------------     -------------      ---------      ---------

   Total investments                      2,119,309         1,796,789         36,657         30,980      6.88%      6.84%
                                         ----------        ----------       --------       --------

  Residential real estate loans             589,007           330,821         12,519          8,061      8.46%      9.67%
  Construction loans                        174,344           113,753          5,552          2,406     12.67%      8.39%
  Commercial loans                        1,291,676           938,913         29,592         20,142      9.11%      8.51%
  Finance leases                            107,734            72,855          3,251          2,292     12.00%     12.48%
  Consumer loans                          1,026,181         1,015,549         34,978         34,351     13.56%     13.42%
                                        -----------        ----------      ---------        -------
 Total loans (2)                          3,188,942         2,471,891         85,892         67,252     10.72%     10.79%
                                        -----------       -----------      ---------       --------
    Total earning assets                 $5,308,251        $4,268,680       $122,549        $98,232      9.18%      9.13%
                                         ==========        ==========       ========        =======

Interest-bearing liabilities:
  Deposits                               $2,866,624        $2,120,869      $  41,206        $24,846      5.72%      4.65%
  Other borrowed funds                    1,928,504         1,710,421         31,325         22,839      6.46%      5.30%
  FHLB advances                              49,308                43            815        _______      6.58%      0.00%
                                       ------------ -----------------    -----------

    Total interest-bearing liabilities   $4,844,436        $3,831,333        $73,346        $47,685      6.02%      4.94%
                                         ==========       ===========        =======        =======
Net interest income                                                          $49,203        $50,547
                                                                             =======        =======
Interest rate spread                                                                                     3.16%      4.19%
Net interest margin                                                                                      3.69%      4.70%


PART II                                                            Nine months ended September 30,
                                                                              Interest  income (1) /
                                                  Average volume                   expense               Average rate (1)
                                           2000              1999           2000             1999          2000     1999
                                           ----              ----           ----             ----          ----     ----
                                                                                 (Dollars in Thousands)

Earning assets:
  Deposits at banks and other
    short-term investments              $    10,241        $   10,068     $      420     $      346      5.48%      4.59%

  Government obligations                    514,030           396,644         26,080         17,595      6.78%      5.93%
  Mortgage backed securities              1,427,710         1,292,108         74,160         69,560      6.94%      7.20%
  FHLB stock                                 17,827            15,612            909            798      6.81%      6.83%
  Other investment                           48,725             4,552          3,111            381      8.53%     11.19%
                                        -----------     -------------      ---------     ----------
   Total investments                      2,018,533         1,718,984        104,680         88,680      6.93%      6.90%
                                         ----------        ----------       --------       --------
  Residential real estate loans             529,374           317,813         34,003         23,867      8.58%     10.04%
  Construction loans                        162,493            84,424         13,320          5,437     10.95%      8.61%
  Commercial loans                        1,166,625           805,969         79,601         53,956      9.11%      8.95%
  Finance leases                             98,292            64,341          8,947          6,215     12.16%     12.91%
  Consumer loans                          1,022,790         1,009,201        105,695        101,928     13.80%     13.50%
                                       ------------        ----------      ---------      ---------
   Total loans(2)                         2,979,574         2,281,748        241,566        191,403     10.83%     11.22%
                                        -----------       -----------      ---------      ---------

   Total earning assets                  $4,998,107        $4,000,732       $346,246      $ 280,083      9.25%      9.36%
                                         ==========        ==========       ========      =========
Interest-bearing liabilities:
  Deposits                               $2,677,409        $1,842,494       $108,485      $  63,693      5.41%      4.62%

  Other borrowed funds                    1,812,064         1,729,546         83,901         67,417      6.18%      5.21%
  FHLB advances                              40,538             1,000          1,931             36      6.36%      4.81%
                                      -------------    --------------    -----------  -------------
    Total interest-bearing liabilities   $4,530,011        $3,573,040       $194,317       $131,146      5.73%      4.91%
                                         ==========        ==========       ========       ========
Net interest income                                                         $151,929       $148,937
                                                                            ========       ========
Interest rate spread                                                                                     3.52%      4.45%
Net interest margin                                                                                      4.06%      4.98%

(1)  On a tax equivalent  basis. The tax equivalent yield was computed  dividing
     the interest  rate spread on exempt  assets by (1-  statutory tax rate) and
     adding to it the cost of interest bearing  liabilities.  When adjusted to a
     tax equivalent basis, yields on taxable and exempt assets are comparative.
(2) Non-accruing loans are included in the average balances.

</TABLE>


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


PART II                                 Three months ended on September 30,       Nine months ended on September 30,
                                                2000 compared to 1999              2000 compared to 1999
                                        ----------------------------------        -------------------------------

                                           Variance        Variance                  Variance    Variance
                                            due to         due to     Total           due to      due to       Total
                                             volume         rate     variance         volume       rate      variance
                                                                          (In thousands)
Interest income on earning assets:
  Deposits at banks and other
   short-term investments                   $    (89)     $    73    $    (16)       $      6    $     68    $     74
  Government obligations                       1,441        1,053       2,494           5,725       2,759       8,484
  Mortgage backed securities                   3,369       (1,151)      2,218           7,216      (2,616)      4,600
  FHLB stock                                                   (4)         (4)            114          (3)        111
  Other investment                             1,002          (17)        985           3,199        (469)      2,730
                                             -------      -------     -------        --------     -------     -------
     Total investments                         5,723          (46)      5,677          16,260        (261)     15,999
                                             -------      -------      ------         -------     -------      ------
  Real estate loans                            5,850       (1,392)      4,458          14,775      (4,640)     10,135
  Construction loans                           1,608        1,538       3,146           6,093       1,790       7,883
  Commercial loans                             7,950        1,500       9,450          24,639       1,006      25,645
  Finance leases                               1,067         (108)        959           3,193        (461)      2,732
  Consumer loans                                 314          314         628           1,420       2,347       3,767
                                            --------      -------     -------       ---------     -------    --------
     Total loans                              16,789        1,852      18,641          50,120          42      50,162
                                              ------       ------      ------        --------   ---------     -------
     Total interest income                    22,512        1,806      24,318          66,380        (219)     66,161
                                              ------       ------      ------        --------     -------     -------

Interest expense on interest bearing liabilities:
  Deposits                                     9,884        6,476      16,360          32,518      12,274      44,792
  Other borrowed funds                         3,115        5,371       8,486           3,354      13,130      16,484
  FHLB advances                                  815                      815           1,879          16       1,895
                                            ----------------------  ---------       ---------------------    --------
     Total interest expense                   13,814       11,847      25,661          37,751      25,420      63,171
                                              ------    ---------     -------        --------   ---------      ------
Change in net interest income                $ 8,698     $(10,041)    $(1,343)        $28,521    $(25,531)    $ 2,990
                                             =======     ========     =======         =======    ========     =======
</TABLE>


        Total interest income includes tax equivalent  adjustments  based on the
Puerto Rico income tax rate of $2.2  million and $8.2  million for the three and
nine months ended on September  30, 2000,  and of $3.8 million and $11.2 million
for the three and nine months ended on September 30, 1999. The adjustments  have
been made on debt securities (primarily United States and Puerto Rico government
obligations) and on loans guaranteed by United States and Puerto Rico government
agencies.  The  computation  considers  the  interest  expense  disallowance  as
required by the Puerto Rico tax law.

        Interest Income

        Interest  income  increased by $25.9  million and $69.1  million for the
three and nine  months  ended on  September  30,  2000 as  compared  to the same
periods for 1999. When adjusted to a taxable  equivalent basis,  interest income
increased by $24.3 million and $66.2 million for the three and nine months ended
on  September  30, 2000 as compared  to the same  periods in 1999.  The yield on
earning assets, on a taxable  equivalent basis,  amounted to 9.18% and 9.13% for
the three months ended on September 30, 2000 and 1999,  respectively,  and 9.25%
and  9.36%  for  the  nine  months  ended  on  September   30,  2000  and  1999,
respectively.  The growth in interest income for the periods analyzed was due to
the  increase in the average  volume of earning  assets.  The average  volume of
earning  assets  increased by $1,039.6  million and $997.4 million for the three
and nine months ended on September  30, 2000, as compared to the same periods in
1999.

        The average volume of total investments  increased by $322.5 million and
$299.5  million for the three and nine months period ended on September 30, 2000
as  compared  with the same  periods in 1999,  mostly  concentrated  in mortgage
backed securities and government obligations.

        The average volume of the loan portfolio increased by $717.1 million and
$697.8  million for the three and nine  months  ended on  September  30, 2000 as
compared  with the same  periods in 1999,  due to an  increase  in real  estate,
construction and commercial loans. Residential real estate,  construction loans,
commercial loans, finance leases and consumer loans increased by $211.6 million,
$78.1 million,  $360.7 million,  $34.0 million and $13.6 million,  respectively,
for the nine months ended on  September  30, 2000 as compared to the same period
in 1999.

        Interest Expense

        Interest  expense  increased by $25.7  million and $63.2 million for the
three and nine months ended on September  30, 2000 as compared  with the amounts
recorded in the same periods of 1999.  The  increase in interest  expense due to
volume amounted to $13.8 million and $37.8 million for the three and nine months
ended on September  30, 2000 as compared to the same periods  ended on September
30, 1999. The increase in interest expense due to rate amounted to $11.8 million
and $25.4  million for the three and nine months ended on September  30, 2000 as
compared to the same periods ended on September  30, 1999.  The cost of interest
bearing liabilities increased from 4.94% and 4.91% for the three and nine months
period  ended on  September  30,  1999 to 6.02% and 5.73% for the three and nine
months period ended on September 30, 2000.

Provision for Loan Losses

         For the  three  and  nine  months  ended on  September  30,  2000,  the
Corporation provided $11.6 million and $34.7 million, respectively, for possible
loan losses as compared to $11.0 million and $37.8 million, for the same periods
of 1999.  The  provision for loan losses  recorded  during 2000 reflects a lower
provision need due to lower charge-offs.  This decrease was achieved even though
non-performing  assets  increased at September  30, 2000 by $16.1  million.  The
increase was due to the merger with FVI,  which at  September  30, 2000 had $6.8
million in  non-performing  assets  with a reserve of $1.4  million.  (See Other
adjustment in the analysis of the allowance for possible loan losses table).  In
addition, a $9.9 million commercial loan became non-performing in September 2000
for which the estimated  allowance  for possible loan losses was allocated  from
reserves  previously  allocated  to consumer  loans.  The reserve  allocated  to
consumer  loans has  decreased as a result of the decrease in the loss ratio due
to the significant improvement in the credit quality of this portfolio.

        The Corporation  maintains an allowance for loan losses on its portfolio
at a level that Management considers adequate to provide for potential losses in
the  portfolio  based  upon an  evaluation  of known  and  inherent  risks.  The
Corporation establishes a quarterly allowance for loan losses based on the asset
classification  report to cover the total amount of any assets  classified  as a
"loss," the potential loss exposure of other classified assets, and a percentage
of the assets not  classified.  The adequacy of the allowance for loan losses is
also based upon a number of additional  factors  including  historical loan loss
experience,  current economic  conditions,  value of the underlying  collateral,
financial  condition of the  borrowers  and other  pertinent  factors.  Although
Management  believes  that the  allowance  for loan losses is adequate,  factors
beyond the  Corporation's  control,  including factors affecting the Puerto Rico
economy,  may  contribute  to  delinquencies  and  defaults  thus  necessitating
additional reserves.


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


     The following table sets forth an analysis of the activity in the allowance
for loan losses during the periods indicated:


                                                                   Three months ended                  Nine months ended
                                                                     September 30,                   September 30,
                                                               2000               1999            2000            1999
                                                               ----               ----            ----            ----
                                                                                  (Dollars in thousands)

Allowance for loan losses, beginning of period                $74,100           $70,762          $71,784        $67,854
Provision for loan losses                                      11,566            11,017           34,744         37,766
                                                             --------           -------          -------        -------

Loans charged-off:
   Residential real estate
   Commercial                                                    (850)               (1)          (2,650)          (744)
   Finance leases                                                (702)                            (1,928)          (465)
   Consumer                                                   (11,327)          (12,876)         (34,676)       (38,627)
   Other assets                                                    (1)             (155)             (32)          (569)
                                                          -----------         ---------       ----------      ---------
   Total charge-offs                                          (12,880)          (13,032)         (39,286)       (40,405)
                                                              -------           -------          -------        -------
Recoveries of loans previously charged-off:
  Residential real estate
  Commercial                                                      209                35              346            111
  Finance leases                                                   52               175              168            226
  Consumer                                                      1,956             2,346            7,230          5,529
  Other assets                                                      2                46               20            267
                                                         ------------       -----------       ----------     ----------
Total recoveries                                                2,219             2,602            7,763          6,134
                                                            ---------          --------         --------      ---------
Net charge-offs                                               (10,661)          (10,430)         (31,523)       (34,272)
                                                             --------           -------          -------        -------
Other adjustment                                                1,440               787            1,440            787
                                                            ---------         ---------        ---------     ----------
Allowance for loan losses, end of period                      $76,445           $72,136          $76,445        $72,136
                                                              =======           =======          =======        =======
Allowance for loan losses to total loans and loans
   held for sale                                                2.30%             2.86%            2.30%          2.86%
Net charge-offs annualized to average loans
  outstanding during the period                                 1.34%             1.69%            1.41%          2.00%


</TABLE>


<PAGE>
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


Other Income
                                                                Three months ended                      Nine months ended
                                                                     September 30,                        September 30,
                                                                 2000             1999                2000             1999
                                                           ---------------    ------------     ---------------    -------------
       Service charges on deposit accounts                    $2,070,993        $2,310,283         $6,685,821        $6,271,661
       Other fees on loans                                     5,605,491         3,524,951         13,348,169         9,441,374
       Fees on loans serviced for others                         128,007           193,839            412,338           682,146
       Mortgage banking activities                                (3,398)           (5,796)            (3,398)            5,753
       Rental income                                             704,907           665,816          1,739,520         1,902,523
       Other operating income                                  2,935,772         1,791,694          7,114,466         4,488,297
                                                           -------------       -----------       ------------      ------------
           Subtotal                                           11,441,772         8,480,787         29,296,916        22,791,754
       Gain on sale of investments                             1,855,368            40,297          6,812,772         1,348,583
       Trading income                                _                                                419,367            75,000
                                                     -------------------------------------     --------------   ---------------

           Total                                             $13,297,140        $8,521,084        $36,529,055       $24,215,337
                                                             ===========        ==========        ===========       ===========
</TABLE>

         Other income primarily consists of service charges on deposit accounts,
fees on loans, commissions derived from various banking activities,  the results
of  trading  activities  and gains on sale of  investments.  Service  charges on
deposit  accounts  represent an important  and stable source of other income for
the Corporation. Other fees on loans consist mainly of credit card fees and late
charges  collected on loans.  Total other income also  increased due to the fees
generated by the new business  acquired during the second semester of 1999. (See
following section on Other Operating Expenses).

         The  Corporation's  second tier  subsidiary,  First  Leasing and Rental
Corporation, generates income on the rental of various types of motor vehicles.

         The other operating income category is composed of  miscellaneous  fees
such as check fees and rental of safe deposit boxes.

         The Corporation recorded $1.9 million and $6.8 million during the three
and nine months ended September 30, 2000 and $40,297 and $1.3 million during the
three and nine months ended September 30, 1999 from gains on sale of investments
securities.  These gains reflect market opportunities that arose and that are in
consonance to the Corporation's investment policies.


<PAGE>


Other Operating Expenses

        The following table presents the detail of other operating  expenses for
the periods indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                         Three months ended                   Nine months ended
                                                               September 30,                       September 30,
                                                   ------------------------------------------------------------------
                                                          2000             1999             2000             1999
                                                   ---------------    ------------     ------------     ------------
   Employees' compensation and benefits               $12,642,990      $12,069,042      $38,055,926       $34,637,628

   Occupancy and equipment                              5,670,479        5,216,582       16,845,794        14,660,489
   Taxes and insurance                                  1,840,870        1,632,098        5,037,206         4,895,071
   Net cost  (gain) of operations and
    disposition of other real estate owned                (34,130)          14,715           20,491          (285,661)
   Amortization of debt issuance costs                     88,878          159,701          263,720           471,557
   Professional fees                                      619,794          550,781        1,967,435         1,607,727
   Servicing and processing fees                        1,607,515        1,206,360        4,565,018         3,291,018
   Communications                                       1,453,743        1,228,700        4,190,636         3,434,792
   Supplies and printing                                  250,024          295,772          868,397           994,467
   Other                                                4,346,678        3,509,779       12,940,756        10,074,695
                                                    -------------    -------------     ------------      ------------
       Total                                          $28,486,841      $25,883,530      $84,755,379       $73,781,783
                                                      ===========      ===========      ===========       ===========
</TABLE>

         Operating expenses increased to $28.5 million and $84.8 million for the
three and nine months ended  September 30, 2000 as compared to $25.9 million and
$73.8 million for the same periods in 1999.  Management's  goal has been to make
only  expenditures  that  contribute   clearly  and  directly  to  increase  the
efficiency  and  profitability  of the  Corporation.  This  control  over  other
operating expenses has been an important factor  contributing to the improvement
in earnings in recent years.  The best measure of the success of this program is
the efficiency ratio,  which is the ratio of other operating expenses to the sum
of net interest income and other income. The Corporation's  efficiency ratio was
47.0% and 45.6% for the nine months period ended on September 30, 2000 and 1999,
respectively.

         The increase in operating expenses for 2000 is mainly the result of the
investments made in new technology,  the expansion of the  Corporation's  branch
network,  the  acquisition  of new business and branches and the staffing of the
commercial lending business to support the growth in the portfolio.  During 1999
the Corporation opened a new full-service  branch and two in-store branches.  In
July of 1999,  the  Corporation  acquired the Royal Bank's  operations in Puerto
Rico including its full service branch in the financial district of Hato Rey. In
August of 1999,  the  Corporation  acquired the credit card portfolio of Western
Auto. In December of 1999, the Corporation acquired four branches from CitiBank.
To emphasize the commercial lending area, the Corporation recruited new officers
for the origination of loans to the middle market throughout selected branches.

Provision for Income Tax

        The  provision  for income tax  amounted to $11.2  million (or 18.44% of
pretax  earnings) for the nine months ended on September 30, 2000 as compared to
$4.7  million (or 9.23% of pretax  earnings)  for the same  period in 1999.  The
increase  in the  effective  tax rate is  attributed  to the  growth in the loan
portfolio  resulting  in an  increase in taxable  income.  The  Corporation  has
effectively  reduced  the  enacted  tax rate of 39%,  through  the  strategy  of
investing in tax exempt securities.

        FINANCIAL CONDITION

Assets

        Total assets  amounted to $5,648.7  million as of September 30, 2000, an
increase of $927.10  million as compared to total assets of $4,721.6  million as
of December 31, 1999.  This increase was primarily  attributed to an increase of
$336.6 million in total investments and $572.6 million in total loans.

        The composition of loans receivable and loans available for sale:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                     September 30,            December 31,                Increase
                                                          2000                        1999                (Decrease)
                                                     --------------          --------------------          --------
                                                                             (In thousands)
    Residential real estate loans                       $  665,177               $   473,563              $  191,614
                                                        ----------               -----------              ----------
    Commercial real estate loans                           450,407                   371,643                  78,764
    Construction loans                                     181,806                   132,068                  49,738
    Commercial loans                                       880,084                   655,417                 224,667
                                                       -----------              ------------               ---------
      Total commercial                                   1,512,297                 1,159,128                 353,169
                                                        ----------               -----------               ---------
    Finance leases                                         111,086                    85,692                  25,394
                                                       -----------             -------------              ----------
    Consumer and other loans                             1,029,447                 1,026,985                   2,462
                                                       -----------               -----------             -----------
      Total                                             $3,318,008                $2,745,368                $572,640
                                                        ==========                ==========                ========
</TABLE>

        The  fluctuation  in the loans  receivable  category  represents the net
effect of total loan  origination  of $930.7  million and  repayments  and other
adjustments  of $358.1  million.  The  Corporation  continued  its  strategy  of
diversifying  its  loan  portfolio   composition   through  the  origination  of
commercial  loans,  resulting in an increase of $353.2 million in the commercial
loan portfolio.  Residential  real estate loans increased by $191.6 million as a
result of new resources added to this line of business.  Finance  leases,  which
are mostly  composed of loans to  individuals  to finance the  acquisition of an
auto, increased by $25.4 million.

     As a result of the merger  with FVI,  FirstBank  acquired  total  assets of
$56.3 million,  including  $459 million on loans  receivable and $7.5 million on
investments.

Non-performing Assets

         Total  non-performing  assets are the sum of non-accruing loans, OREO's
and  other  repossessed  properties.  Non-accruing  loans  are loans as to which
interest  is no longer  being  recognized.  When  loans  fall into  non-accruing
status,  all  previously  accrued and  uncollected  interest is charged  against
interest income.

         At September 30, 2000,  total  non-performing  assets amounted to $73.5
million  (1.30% of total  assets) as compared to $57.4  million  (1.22% of total
assets)  at  December  31,  1999 and $62.9  million  (1.57% of total  assets) at
December 31, 1998.

         The increase of $16.1 million in non-performing  assets as of September
30,  2000 when  compared  to  December  31, 1999 was due to the merger with FVI,
which at  September  30,  2000 had $6.8  million in  non-performing  assets.  In
addition, a $9.9 million commercial loan was reclassified to non-accruing status
during the third quarter of 2000.

         Past due  loans are loans  delinquent  90 days or more as to  principal
and/or interest and still accruing interest.

         The  following  table  presents  non-performing  assets  at  the  dates
indicated:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                 September 30,                    December 31,
                                                                      2000                 1999               1998
                                                                  -----------          ----------         --------
                                                                                 (Dollars in thousands)
Non-accruing loans:
      Residential real estate                                        $13,556             $ 8,633            $  9,151
      Commercial and commercial real estate                           34,759              17,975              19,355
      Finance leases                                                   1,754               2,482               1,716
      Consumer                                                        17,167              24,726              26,736
                                                                    --------              ------            --------
                                                                      67,236              53,816              56,958
Other real estate owned (OREO)                                         3,084                 517               3,642
Other repossessed property                                             3,160               3,112               2,277
                                                                   ---------           ---------           ---------
Total non-performing assets                                          $73,480             $57,445             $62,877
                                                                     =======             =======             =======
Past due loans                                                       $15,090             $13,781             $15,110
Non-performing assets to total assets                                  1.30%               1.22%               1.57%
Non-performing loans to total loans                                    2.03%               1.96%               2.69%
Allowance for loan losses                                            $76,445             $71,784             $67,854
Allowance to total non-performing loans                              113.70%             133.39%             119.13%
</TABLE>

         Non-accruing Loans

         Residential  Real  Estate  Loans  -  The  Corporation   classifies  all
residential real estate loans delinquent 90 days or more in non-accruing status.
Even though these loans are in non-accruing  status,  Management considers based
on the value of the underlying  collateral and the loan to value ratios, that no
material losses will be incurred in this portfolio.  Management's  understanding
is  based  on  the  historical  experience  of  the  Corporation.   Non-accruing
residential  real  estate  loans  amounted  to  $13.6  million  (2.04%  of total
residential  real  estate  loans) at  September  30,  2000,  as compared to $8.6
million (1.82% of total  residential  real estate loans) and $9.2 million (3.02%
of total  residential  real  estate  loans)  at  December  31,  1999  and  1998,
respectively.

         Commercial  Loans  -  The  Corporation   places  all  commercial  loans
(including  commercial real estate and construction loans) 90 days delinquent as
to principal  and interest in  non-accruing  status.  The risk  exposure of this
portfolio  is  diversified.  Non-accruing  commercial  loans  amounted  to $34.8
million (2.30% of total  commercial  loans) at September 30, 2000 as compared to
$18.0 million  (1.55% of total  commercial  loans) and $19.4  million  (2.53% of
total commercial loans) at December 31, 1999 and 1998, respectively.

         Finance Leases - Finance leases are classified as  non-accruing  status
when they are delinquent 90 days or more.  Non-accruing  finance leases amounted
to $1.8  million  (1.58% of total  finance  leases) at September  30,  2000,  as
compared to $2.5 million (2.90% of total finance leases) and $1.7 million (3.29%
of total finance leases) at December 31, 1999 and 1998, respectively.

         Consumer  Loans - Consumer loans are  classified as  non-accruing  when
they are delinquent 90 days in auto,  boat and home equity  reserve  loans,  120
days in personal loans  (including small loans) and 180 days in credit cards and
personal lines of credit.

         Non-accruing  consumer  loans  amounted to $17.2 million  (1.67% of the
total consumer loan portfolio) at September 30, 2000, $24.7 million (or 2.41% of
the total  consumer  loan  portfolio) at December 31, 1999 and $26.7 million (or
2.67% of the total  consumer loan  portfolio) at December 31, 1998. The decrease
in the ratio and amount of non-accruing  loans was the result of the improvement
on the credit quality of the portfolio.

         Other Real Estate Owned (OREO)

         OREO  acquired in  settlement  of loans is carried at the lower of cost
(carrying  value of the loan) or fair value less  estimated cost to sell off the
real estate at the date of acquisition.

         Other Repossessed Property

         The other repossessed  property category includes repossessed boats and
autos  acquired in  settlement of loans.  Repossessed  boats are recorded at the
lower of cost or  estimated  fair value.  Repossessed  autos are recorded at the
principal  balance of the loans less an  estimated  loss on the  disposition  of
certain units.

         Past Due Loans

         Past due loans are accruing  commercial and consumer  loans,  which are
contractually  delinquent 90 days or more. Past due commercial loans are current
as to interest but  delinquent  in the payment of  principal.  Past due consumer
loans include  personal lines of credit and credit card loans delinquent 90 days
up to 179 days and personal loans (including small loans)  delinquent 90 days up
to 119 days.

 Sources of Funds

         Total  liabilities  amounted to $5,328.0  million as of  September  30,
2000,  an  increase of $901.3  million as  compared  to  $4,426.7  million as of
December 31, 1999. The increase in total  liabilities  was primarily due to: (1)
an increase  in total  deposits  of $657.0  million;  (2) an increase in federal
funds and securities sold under agreements to repurchase of $365.8 million;  (3)
an increase in advances from FHLB of $7.6  million;  (4) an increase in accounts
payable and other  liabilities of $10.0 million;  net of (5) a decrease in other
short term borrowings of $138.0 million.

         The Corporation  maintains unsecured standby lines of credit with other
banks.  At September 30, 2000,  the  Corporation's  total unused lines of credit
with these banks amounted to approximately  $121,500,000  (1999 - $123,500,000).
At September 30, 2000, the  Corporation has an available line of credit with the
FHLB guaranteed  with excess  collateral,  in the amount of $79,490,687  (1999 -
$2,812,126).

Capital

         Total  stockholders'  equity amounted to $320.7 million as of September
30, 2000, an increase of $25.8 million from the balance as of December 31, 1999.
This increase was primarily  attributed to $49.5 million in net income generated
for the period ended on  September  30,  2000,  an increase in the  valuation on
securities available for sale of $19.9 million, dividends paid of $13.7 million,
and the repurchase of 1,642,400  shares of common stock at a total cost of $30.1
million.

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

         Capital standards established by regulations require the Corporation to
maintain  minimum  amounts and ratios of Tier 1 capital to total average  assets
(leverage ratio) and ratios of Tier 1 and total capital to risk-weighted assets,
as defined  in the  regulations.  The total  amount of  risk-weighted  assets is
computed by applying risk weighting factors to the Corporation's  assets,  which
vary from 0% to 100% depending on the nature of the asset.

         At September 30, 2000 and December 31, 1999, the  Corporation  exceeded
the requirements for an adequately capitalized institution.

         At September 30, 2000 and December 31, 1999, the Corporation also was a
well  capitalized   institution  under  the  regulatory   framework  for  prompt
corrective  action.  To be categorized as well  capitalized the Corporation must
maintain minimum total risk based,  Tier 1 risk based and Tier 1 leverage ratios
as set forth in the  following  table.  Management  believes  that  there are no
conditions or events that have changed that classification.



<PAGE>

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

         The Corporation's regulatory capital position was as follows:
                                                                                           Regulatory requirements

                                                                                   Regulatory requirements
                                                                                 For capital
                                                           Actual             adequacy purposes    To  be  well capitalized
                                                     Amount       Ratio       Amount      Ratio       Amount      Ratio
At September 30, 2000                                                               (Dollars in thousands)
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                 $473,459    13.51%        $280,292       8%      $350,364       10%
      FirstBank                                      437,105    12.60%         277,577       8%       346,971       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                 $336,827     9.61%        $140,146       4%      $210,219        6%
      FirstBank                                      300,893     8.67%         138,788       4%       208,183        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                 $336,827     6.18%        $163,408       3%      $272,346        5%
      FirstBank                                      300,893     5.57%         162,010       3%       270,017        5%

At December 31, 1999
   Total Capital (to Risk-Weighted Assets):
      First BanCorp                                $468,261     16.16%        $231,758       8%      $289,697       10%
      FirstBank                                     409,173     14.26%         229,608       8%       287,010       10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                $337,284     11.64%        $115,879       4%      $173,818        6%
      FirstBank                                     279,383      9.73%         114,804       4%       172,206        6%

   Tier I Capital (to Average Assets):
      First BanCorp                                $337,284      7.47%        $135,473       3%      $225,789        5%
      FirstBank                                     279,383      6.26%         133,953       3%       223,255        5%
</TABLE>

Dividends

         During the period ended on September 30, 2000, the Corporation declared
three  quarterly  cash  dividends of $0.11 per common share  representing  a 22%
increase  over the three  quarterly  cash  dividends  of $0.09 per common  share
declared  during the same period ended on September  30, 1999.  Total  dividends
declared  per common  share  amounted to $8.9  million  for the period  ended on
September 30, 2000 for an annualized dividend payout ratio of 19.90% as compared
to $7.8 million for the period ended  September  30, 1999 (or a 18.22%  dividend
payout ratio).  Dividends  declared on preferred  stock amounted to $4.8 million
for the period ended on  September  30, 2000 as compared to $2.7 million for the
period ended on September 30, 1999.


<PAGE>



Liquidity

         Liquidity refers to the level of cash and eligible  investments readily
available to meet loan and investment  commitments,  potential  deposit outflows
and debt repayments.  The Corporation's liquidity position and liquidity targets
are reviewed on a weekly basis by the Asset Liability  Management and Investment
Committee, using measures of liquidity developed by Management.

         The  Corporation's  principal  sources  of  short-term  funds  are loan
repayments,  deposits, securities sold under agreements to repurchase, and lines
of  credit  with the FHLB  and  other  financial  institutions.  The  Investment
Committee  reviews  credit  availability  on a regular basis.  In addition,  the
Corporation  has securitized and sold auto and mortgage loans as a supplementary
source of funding.  The Corporation has obtained  long-term  funding through the
issuance of notes and  long-term  institutional  certificates  of  deposit.  The
Corporation's  principal  uses  of  funds  are  the  origination  of  loans  and
investments, and the repayment of maturing deposit accounts and borrowings.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information  required herein is incorporated by reference from page 33
of the annual report to security holders for the year ended December 31, 1999.


<PAGE>


         PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Corporation is a defendant in a number of legal proceedings arising
out of, and incidental to its business.  Based on its review with counsel on the
development  of these  matters to date,  Management  is of the opinion  that the
ultimate aggregate  liability,  if any, resulting from these pending proceedings
will  not  have a  material  adverse  effect  on the  accompanying  consolidated
financial statements.

ITEM 2.  CHANGES IN SECURITIES

         Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable.

ITEM 5.  OTHER INFORMATION

         On October 27, 2000 the Corporation filed a report on Form 8-A, for the
registration  of the 8.35%  Noncumulative  Perpetual  Monthly  Income  Preferred
Stock,  Series B,  $1.00 par value  per  share to be issued  during  the  fourth
quarter of 2000. On October 31, 2000, the Corporation issued 2,620,000 shares of
preferred stock for a total amount of $65.5 million.

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

         a)  None

         b) On September 25, 2000, the  Corporation  filed a report on Form 8-K,
reporting  under Item 5, the merger of First Virgin Islands Federal Savings Bank
with and into FirstBank  Puerto Rico,  after obtaining all required  shareholder
and regulatory approvals.


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the  Corporation  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized:
<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                            First BanCorp.
                                                                                   Name of the Corporation





Date: November 14, 2000                                          By:       /s/ Angel Alvarez-Perez, Esq.
                                                                          ------------------------------
                                                                             Angel Alvarez-Perez, Esq.
                                                                          Chairman, President and Chief
                                                                               Executive Officer



Date:  November 14, 2000                                          By:      /s/ Annie Astor de Carbonell
                                                                           -----------------------------
                                                                               Annie Astor de Carbonell
                                                                            Senior Executive Vice President
                                                                              and Chief Financial Officer

</TABLE>




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