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FIRST BANCORP PR

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 9, 2024

FBP$26.09+0.3%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 6. Exhibits

SIGNATURES

Forward-Looking Statements

This Quarterly

Form 10-Q

(this “Form

10-Q”) contains

meaning of

Section 27A

of the Securities Act of 1933, as

amended (the “Securities Act”), and

Section 21E of the Securities Exchange

Act of 1934, as amended

(the “Exchange Act”),

which are subject to

the safe harbor created

by such sections. When

used in this Form

10-Q or future

filings by

First

(the

“Corporation,”

“we,”

“us,”

or

“our”)

with

the

U.S.

and

Exchange

Commission

(the

“SEC”),

in

the

Corporation’s press

releases or in other public or

stockholder communications made by

the Corporation, or in oral statements

made on

behalf

of

the

by,

or

with

the

of,

an

authorized

executive

officer

of

the

the

words

or

phrases

“would,”

“intends,”

“will,”

“expect,”

“should,”

“plans,”

“forecast,”

“anticipate,”

“look

forward,”

“believes,”

and

other

terms

of

similar meaning or import, or the

negatives of these terms or variations

of them, in connection with any discussion

of future operating,

financial or other performance are meant to identify “forward-looking

statements.”

The Corporation cautions readers

not to place undue reliance on

any such “forward-looking statements,” which

speak only as of the

date made

or,

with respect

to such

contained in

this Form

10-Q, the

date hereof,

and advises readers

that

any such

are not

guarantees of

future performance

and involve

certain risks,

uncertainties, estimates,

and

by us

difficult

to predict

.

Various

factors, some

are beyond

our

control,

could cause

actual results

to

differ materially from those expressed in, or implied by,

such forward-looking statements.

Factors

that

could

cause

results

to

differ

materially

from

those

expressed

in,

or

implied

by,

the

statements include, but are not

limited to, risks described or

referenced in Part I, Item 1A,

“Risk Factors,” in the Corporation’s

Annual

Report on Form 10-K for the fiscal year ended December 31, 2023 (the

“2023 Annual Report on Form 10-K”), Part II, Item 1A., “Risk

Factors,” in the Corporation’s Quarterly

Report on Form 10-Q for the quarter ended March 31, 2024, and the following:

the

effect

of

the

current

global

rate

environment

and

inflation

levels

or

changes

in

rates

on

the

level,

and performance

of the

liabilities, and

corresponding

effects on

net

interest income, net interest margin, loan originations,

deposit attrition, overall results of operations, and liquidity position;

the effects

of changes in the interest rate environment, including any adverse

change in the Corporation’s ability

to attract and

retain

clients

and

gain

acceptance

from

current

and

prospective

customers

for

new

and

services,

those

related to the offering of digital banking and financial services;

volatility in the

financial services industry,

including failures or

rumored failures of

other depository institutions,

and actions

taken

by

governmental

to

stabilize

the

system,

which

could

result

in,

among

other

things,

bank

deposit

runoffs, liquidity constraints, and increased regulatory

requirements and costs;

the

effect

of

changes

in

the

fiscal

and

monetary

and

of

the

United

States

(“U.S.”)

federal

government,

Rico government

and other governments,

including those

determined by

the Board

of the Governors

of

the

Federal

Reserve

System

(the

“Federal

Reserve

Board”),

the

Federal

Reserve

Bank

of

New

York

(the

“FED”),

the

Federal Deposit Insurance

Corporation (the “FDIC”),

government-sponsored housing agencies

and regulators in

the U.S.,

and the

U.S. Virgin

Islands (the

“USVI”) and

British Virgin

Islands (the

“BVI”), that

may affect

the future

results

of the Corporation;

to the

ability of

FirstBank Puerto

Rico (“FirstBank”

or the

“Bank”), to

retain its core

deposits and

generate sufficient

cash flow through

its wholesale funding

sources, such as

securities sold under

to

repurchase,

Federal

Home

Loan

Bank

(“FHLB”)

advances,

and

certificates

of

deposit

(“brokered

CDs”), which may require us to sell investment securities at a loss;

adverse changes

in general political

and economic

conditions in Puerto

Rico, the U.S.,

and the USVI

and the BVI,

in the interest rate environment,

unemployment rates, market liquidity,

housing absorption rates, real estate

markets, and U.S.

capital markets, which may affect

funding sources, loan portfolio performance

and credit quality,

market prices of investment

and

demand

for

and services,

and which

may

reduce

the

revenues and

earnings and the value of the Corporation’s

assets;

of government

financial assistance

for hurricane

recovery and

other disaster

relief on

economic activity

in Puerto

Rico, and the timing and pace of disbursements of funds earmarked for disaster

relief;

the ability

of the

FirstBank,

and

third-party

service providers

to identify

and prevent

cyber-security

incidents,

such

as

data

breaches,

ransomware,

malware,

“denial

of

service”

attacks,

“hacking,”

identity

theft,

and

state-

sponsored

cyberthreats,

and

the

of

and

response

to

any

incidents

that

occur,

which

may

result

in

misuse

or

misappropriation

of

confidential

or

proprietary

information,

disruption,

or

damage

to

our

systems

or

those

of

third-party

service providers on which we rely,

increased costs and losses and/or adverse effects

to our reputation;

general

competitive

factors

and

other

market

risks

as

well

as

the

implementation

of

existent

or

planned

growth

opportunities,

risks,

uncertainties,

and

other

factors

or

events

related

to

any

acquisitions,

dispositions,

partnerships,

operational

investments,

systems

conversions,

and

any

anticipated

efficiencies

or

other expected results related thereto;

to the

implementation of

the debt

restructuring plan

Rico (“Plan

of Adjustment”

or “PoA”)

and the

fiscal

plan

for

Puerto

Rico

as certified

on

June 5,

(the “2024

Fiscal Plan”)

by

the oversight

board

by the

Oversight, Management,

and Economic

Stability Act

(“PROMESA”),

or any

revisions to

it, on

our clients

and

loan portfolios, and any potential impact from future economic or political

developments and tax regulations in Puerto Rico;

the

impact

of

changes

in

or

determinations

and

in

applying

those

and

of

forecasts of economic variables considered for the determination of the

allowance for credit losses (“ACL”);

the ability of FirstBank to realize the benefits of its net deferred tax assets;

the ability of FirstBank to generate sufficient cash flow to pay dividends

to the Corporation;

environmental, social, and governance matters, including our climate-related

initiatives and commitments;

the impacts

of natural

or man-made

disasters, the

emergence or

continuation of

widespread health

emergencies, geopolitical

conflicts (including

sanctions, war or

armed conflict, such

as the ongoing

conflict in Ukraine,

the conflict between

Israel and

Hamas, and

the possible

expansion of

such conflicts

in surrounding

areas and

potential geopolitical

consequences),

terrorist

attacks,

or

other

catastrophic external

events,

impacts of

such

events on

general economic

and

on the

Corporation’s assumptions regarding

forecasts of economic variables;

the

risk

that

portions

of

the

losses in

the

debt

are

to

be

credit-related, resulting

in additional

charges to

the provision

losses on

and

the

for

credit

losses

that

could

emerge

from

the

downgrade

of

the

U.S.’s

Long-Term

Foreign-

Currency Issuer Default Rating to ‘AA+’ from ‘AAA’

in August 2023 and subsequent negative ratings outlooks;

the

impacts

of

legislative,

tax,

or

changes

or

changes

in

legislative,

tax,

or

priorities,

shutdowns, and

political impasses,

uncertainties regarding

debt ceiling

and federal

budget,

as

well

as

of

the

U.S.

and

Puerto

Rico

general

election,

on

the

or

performance;

the

risk

of

possible

failure

or

circumvention

of

the

internal

controls

and

and

the

risk

that

the

Corporation’s risk management

policies may not be adequate;

the risk that the FDIC may

further increase the deposit insurance

premium and/or require further special assessments,

causing

an additional increase in the Corporation’s

non-interest expenses;

any need to recognize impairments on the Corporation’s

financial instruments, goodwill, and other intangible assets;

the risk

impact

of the

of any

of

these uncertainties

on the

capital would

preclude

further

growth of FirstBank and preclude the Corporation’s

Board of Directors (the “Board”) from declaring dividends; and

to whether

FirstBank will

be able

to continue

to satisfy

its regulators

regarding,

among other

things, its

asset

plans,

of

capital

levels,

and

with

laws,

and

related

The

does

not

undertake

to,

and

specifically

disclaims

any

to

update

any

“forward-looking

statements”

to

reflect

occurrences

or

unanticipated

events

or

circumstances

after

the

date

of

such

except

as

by

the

federal

securities laws.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except for share information)

ASSETS

$

581,843

$

661,925

Money market investments:

Time deposits with other financial institutions

Other short-term investments

3,939

Total money market investments

4,439

1,239

Available-for-sale debt securities, at fair value (amortized cost of $

5,595,164

as of June 30, 2024 and

$

5,863,294

as of December 31, 2023; ACL of $

as of December 31, 2023)

Held-to-maturity debt securities, at amortized cost, net of ACL

of $

1,267

2,197

as of December 31, 2023 (fair value of $

333,690

346,132

as of December 31, 2023)

343,168

351,981

Equity securities

51,037

49,675

Total investment securities

5,351,516

5,631,640

Loans, net of ACL of $

254,532

261,843

as of December 31, 2023

Mortgage loans held for sale, at lower of cost or market

10,392

7,368

Total loans, net

12,141,368

11,931,008

Accrued interest receivable on loans and investments

77,895

77,716

Premises and equipment, net

138,554

142,016

Other real estate owned (“OREO”)

21,682

32,669

Deferred tax asset, net

142,725

150,127

38,611

38,611

9,700

13,383

373,041

229,215

Total assets

$

$

LIABILITIES

Non-interest-bearing deposits

$

5,406,054

$

5,404,121

Interest-bearing deposits

11,122,902

11,151,864

Total deposits

Long-term advances from the FHLB

500,000

500,000

Other long-term borrowings

161,700

161,700

Accounts payable and other liabilities

199,258

194,255

Total liabilities

17,389,914

17,411,940

Commitments and contingencies (See Note 21)

(nil)

(nil)

STOCKHOLDERS’ EQUITY

Common stock, $

0.10

par value,

2,000,000,000

shares authorized;

223,663,116

shares issued;

shares outstanding as of June 30, 2024 and

169,302,812

as of December 31, 2023

22,366

22,366

Additional paid-in capital

961,254

965,707

Retained earnings, includes legal surplus reserve of

$

199,576

as of each of June 30, 2024 and December 31, 2023

1,846,112

Treasury stock (at cost),

shares as of June 30, 2024 and

54,360,304

shares as of December 31, 2023

(697,406)

Accumulated other comprehensive loss, net of tax of

$

8,581

as of each of June 30, 2024 and December 31, 2023

(639,170)

Total stockholders’ equity

Total liabilities and stockholders’ equity

$

$

CONSOLIDATED STATEMENTS OF INCOME

Interest and dividend income:

Loans

$

239,927

$

218,066

$

477,056

$

428,702

Investment securities

23,258

26,258

47,380

53,368

Money market investments and interest-bearing cash accounts

9,060

7,880

16,314

12,530

Total interest and dividend income

272,245

252,204

540,750

494,600

Interest expense:

Deposits

63,671

41,604

126,696

71,489

Short-term securities sold under agreements to repurchase

1,328

2,397

Advances from the FHLB:

Short-term

4,776

5,610

5,613

11,220

8,448

Other long-term borrowings

3,336

3,409

6,686

6,790

Total interest expense

72,617

52,389

144,602

93,900

Net interest income

199,628

199,815

396,148

400,700

Provision for credit losses - expense (benefit):

Loans and finance leases

11,930

20,770

24,847

37,026

Unfunded loan commitments

(417)

(136)

Debt securities

(939)

Provision for credit losses - expense

11,605

22,230

23,772

37,732

Net interest income after provision for credit losses

188,023

177,585

372,376

362,968

Non-interest income:

9,725

9,287

19,387

18,828

Mortgage banking activities

3,419

2,860

6,301

5,672

1,605

1,605

2,786

2,747

8,293

7,594

11,523

11,135

22,835

22,053

Other non-interest income

4,585

8,637

9,205

13,037

32,038

36,271

66,021

68,789

Non-interest expenses:

Employees’ compensation and benefits

57,456

54,314

116,962

110,736

Occupancy and equipment

21,851

21,097

43,232

42,283

Business promotion

4,359

4,167

8,201

8,142

Professional service fees

12,431

11,596

25,107

23,569

Taxes, other than income taxes

5,408

5,124

10,537

10,236

FDIC deposit insurance

2,316

2,143

5,418

4,276

Net gain on OREO operations

(3,609)

(1,984)

(5,061)

(3,980)

Credit and debit card processing expenses

7,607

6,540

13,358

11,858

Communications

2,261

1,992

4,358

4,208

Other non-interest expenses

8,602

7,928

17,493

16,857

Total non-interest expenses

118,682

112,917

239,605

228,185

Income before income taxes

101,379

100,939

198,792

203,572

25,541

30,284

49,496

62,219

$

75,838

$

70,655

$

149,296

$

141,353

Net income attributable to common stockholders

$

75,838

$

70,655

$

149,296

$

141,353

Net income per common share:

Basic

$

0.46

$

0.39

$

0.90

$

0.79

Diluted

$

0.46

$

0.39

$

0.90

$

0.78

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

$

75,838

$

70,655

$

149,296

$

141,353

Other comprehensive income (loss), net of tax:

Available-for-sale debt securities:

Net unrealized holding gains (losses) on debt securities

(1)

10,560

(4,505)

32,391

Other comprehensive income (loss) for the period

10,560

(4,505)

32,391

Total comprehensive income

$

86,398

$

15,818

$

144,791

$

173,744

(1)

Net unrealized holding gains (losses) on available-for-sale debt securities have no tax effect because securities are either tax-exempt, held by an International Banking Entity (“IBE”), or have a full deferred tax asset

valuation allowance.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

$

149,296

$

141,353

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation and amortization

9,313

10,071

Amortization of intangible assets

3,683

4,026

Provision for credit losses

23,772

37,732

Deferred income tax expense

7,402

2,419

Stock-based compensation

4,847

3,997

(1,605)

Unrealized gain on derivative instruments

(353)

(291)

Net gain on disposals or sales, and impairments of premises

and equipment and other assets

(69)

(235)

Net gain on sales of loans and loans held-for-sale valuation adjustments

(1,599)

(989)

Net amortization of discounts, premiums, and deferred loan fees

and costs

Originations and purchases of loans held for sale

(76,592)

(88,696)

Sales and repayments of loans held for sale

74,222

85,398

Amortization of broker placement fees

Net amortization of premiums and discounts on investment securities

2,181

2,117

(Increase) decrease in accrued interest receivable

(142)

1,849

Increase in accrued interest payable

9,351

9,369

Increase in other assets

(2,889)

(5,566)

Decrease in other liabilities

(13,656)

(35,307)

Net cash provided by operating activities

189,389

166,456

Cash flows from investing activities:

Net disbursements on loans held for investment

(307,677)

(226,714)

Proceeds from sales of loans held for investment

10,162

3,183

Proceeds from sales of repossessed assets

37,499

26,360

Purchases of available-for-sale debt securities

(28,037)

(961)

Proceeds from principal repayments and maturities of available-for-sale

293,931

217,745

Proceeds from principal repayments of held-to-maturity debt securities

10,726

13,832

Additions to premises and equipment

(5,857)

(16,211)

Proceeds from sales of premises and equipment and other assets

1,317

Net (purchases) redemptions of other investment securities

(1,388)

7,219

Proceeds from the settlement of insurance claims - investing activities

Net cash provided by investing activities

11,346

25,031

Cash flows from financing activities:

Net (decrease) increase in deposits

(122,546)

675,911

Net repayments of short-term borrowings

(476,199)

Repayments of long-term borrowings

(19,795)

Proceeds from long-term borrowings

300,000

Repurchase of outstanding common stock

(101,599)

(53,217)

Dividends paid on common stock

(53,472)

(51,158)

Net cash (used in) provided by financing activities

(277,617)

375,542

Net (decrease) increase in cash and cash equivalents

(76,882)

567,029

Cash and cash equivalents at beginning of year

663,164

480,505

Cash and cash equivalents at end of period

$

586,282

$

1,047,534

Cash and cash equivalents include:

$

581,843

$

1,046,534

Money market investments

4,439

1,000

$

586,282

$

1,047,534

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

EQUITY

Common Stock

$

22,366

$

22,366

$

22,366

$

22,366

Additional Paid-In Capital:

959,319

959,912

965,707

970,722

Stock-based compensation expense

1,922

1,922

4,847

3,997

(11)

(9,347)

(13,139)

961,254

962,229

961,254

962,229

Retained Earnings:

1,892,714

1,688,176

1,846,112

1,644,209

Impact of adoption of Accounting Standards Update (“ASU”) 2022-02

(1,357)

75,838

70,655

149,296

141,353

Dividends on common stock ($

0.16

per share and $

0.14

per share for the quarters ended

June 30, 2024 and 2023, respectively; $

0.32

per share and $

0.28

per share for the

six-month periods ended June 30, 2024 and 2023, respectively)

(26,572)

(25,334)

(53,428)

(50,708)

1,733,497

1,733,497

Treasury Stock (at cost):

(740,447)

(547,311)

(697,406)

(506,979)

Common stock repurchases (See Note 13)

(50,005)

(102,359)

(53,217)

9,347

13,139

(24)

(395)

(47)

(649)

(547,706)

(547,706)

Accumulated Other Comprehensive Loss, net

of tax:

(654,235)

(717,550)

(639,170)

(804,778)

Other comprehensive income (loss), net of tax

10,560

(4,505)

32,391

(772,387)

(772,387)

Total stockholders’ equity

$

$

1,397,999

$

$

1,397,999

INDEX TO NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

PAGE

Note 1 –

Basis of Presentation and Significant Accounting Policies

Note 2 –

Note 3 –

Loans Held for Investment

Note 4

–

Allowance for Credit Losses for Loans and Finance Leases

Note 5 –

Other Real Estate Owned (“OREO”)

Note 6 –

Goodwill and Other Intangibles

Note 7 –

Non-Consolidated Variable Interest Entities (“VIEs”) and Servicing Assets

Note 8 –

Deposits

Note 9 –

Advances from the Federal Home Loan Bank (“FHLB”)

Note 10 –

Other Long-Term Borrowings

Note 11 –

Earnings per Common Share

Note 12 –

Stock-Based Compensation

Note 13 –

Stockholders’ Equity

Note 14 –

Accumulated Other Comprehensive Loss

Note 15 –

Employee Benefit Plans

Note 16 –

Income Taxes

Note 17

–

Note 18

–

Revenue from Contracts with Customers

Note 19 –

Segment Information

Note 20 –

Supplemental Statement of Cash Flows Information

Note 21 –

Regulatory Matters, Commitments, and Contingencies

Note 22 –

First BanCorp. (Holding Company Only) Financial Information

STATEMENTS

NOTE 1 – BASIS

OF PRESENTATION AND

SIGNIFICANT

ACCOUNTING

POLICIES

The

(unaudited)

for

the

quarter

and

period

ended

June

30,

(the

“unaudited

statements”) of

(the “Corporation”)

prepared in

conformity with

the accounting

stated

in

the

Audited

for

the

fiscal

year

ended

31,

(the

“audited

statements”) included

in the

2023 Annual

Form 10-K,

as updated

by the

information contained

in this

report.

Certain

and

note

normally

in

the

prepared

in

with

accepted accounting principles in the United States of America

(“GAAP”) have been condensed or omitted from these statements pursuant

to

the

rules

and

of

the

SEC

and,

accordingly,

these

should

be

read

in

with

the

audited

consolidated financial statements, which are included in the 2023 Annual Report on Form 10-K. All adjustments (consisting only of normal

recurring adjustments) that are, in the opinion of management,

necessary for a fair presentation of the statement of

financial position, results

of operations and cash flows

for the interim periods have

been reflected. All significant

intercompany accounts and transactions

eliminated in consolidation. The Corporation evaluates subsequent events through

the date of filing with the SEC.

The results

of operations

for the

are not

necessarily indicative

of the

results to

be

for the

entire year.

Adoption of New Accounting Requirements

The Corporation was not impacted by the adoption

of the following ASU during 2024:

ASU

2023-02,

“Investments

Equity

Method

and

Joint

Ventures

(Topic

323):

for

in

Tax

Credit

Structures Using the Proportional Amortization Method”

ASU 2023-01, “Leases (Topic 842):

Common Control Arrangements”

ASU 2022-03,

“Fair Value

Measurements (Topic

820): Fair

Value Measurement

of Equity

Securities Subject

to Contractual

Sale Restrictions”

Recently Issued Accounting Standards Not Yet

Effective or Not Yet

Adopted

The Corporation does not expect to be impacted by the following ASUs

issued during 2024 that are not yet effective

or have not yet been

adopted:

ASU 2024-02, “Codification Improvements – Amendments to

Remove References to the Concepts Statements”

ASU 2024-01, “Compensation – Stock Compensation (Topic 718):

Stock Application of Profits Interest and Similar Awards”

For

other

issued

standards

not

yet

or

not

yet

adopted,

see

Note

–

of

and

Summary

of

Significant Accounting Policies”, to the audited consolidated financial

statements included in the 2023 Annual Report on Form 10-K.

NOTE 2 – DEBT SECURITIES

Available-for-Sale

The amortized

cost, gross

unrealized gains

and losses,

ACL, estimated

fair value,

and weighted-average

yield of

debt securities by contractual maturities as of June 30, 2024 and December

31, 2023 were as follows:

(1)

Gross Unrealized

ACL

(2)

Gains

Losses

U.S. Treasury securities:

$

100,370

$

$

2,156

$

$

98,214

0.70

19,901

1,042

18,859

0.65

U.S. government-sponsored entities' (“GSEs”) obligations:

782,777

16,859

765,918

0.91

1,564,870

111,755

1,453,166

0.82

8,850

8,100

2.64

8,228

8,243

5.69

Puerto Rico government obligation:

(3)

3,084

1,166

1,532

United States and Puerto Rico government obligations

2,488,080

133,728

2,354,032

0.86

Mortgage-backed securities (“MBS”):

Freddie Mac (“FHLMC”) certificates:

4.31

16,204

15,450

2.06

138,723

12,739

125,984

1.55

948,539

172,740

775,805

1.41

1,103,470

186,233

917,243

1.44

Ginnie Mae (“GNMA”) certificates:

3.29

11,837

11,189

0.93

31,168

2,783

28,387

1.77

191,483

25,966

165,618

2.65

235,329

29,405

206,027

2.45

Fannie Mae (“FNMA”) certificates:

26,921

1,236

25,685

2.11

272,851

23,789

249,062

1.74

988,450

165,091

823,361

1.36

1,288,222

190,116

1,098,108

1.45

Collateralized mortgage obligations (“CMOs”) issued

or guaranteed by the FHLMC, FNMA, and GNMA:

259,830

54,810

205,020

1.52

Private label:

1,322

1,000

8.93

5,359

1,634

3,567

7.34

6,681

1,951

4,567

7.65

2,893,532

462,515

2,430,965

1.55

44,240

7,121

37,128

2.18

22,121

2,795

19,326

2.16

146,191

31,331

114,860

1.98

212,552

41,247

171,314

2.04

3,106,084

503,762

2,602,279

1.58

Other:

2.35

2.35

1,000

1,000

2.35

Total available-for-sale debt securities

$

5,595,164

$

$

637,490

$

$

1.26

(1)

Excludes accrued interest receivable on available-for-sale debt securities that totaled $

10.0

million as of June 30, 2024 reported as part of accrued interest receivable on loans and investment securities in the consolidated

statements of financial condition, and excluded from the estimate of credit losses.

(2)

465.5

million (amortized cost - $

538.5

million) that was pledged at the FHLB as collateral for borrowings and letters of credit as well as $

2.7

billion (amortized cost - $

3.1

billion) pledged as collateral for the

uninsured portion of government deposits. The secured parties are not permitted to sell or repledge the collateral.

(3)

Consists of a residential pass-through MBS issued by the Puerto Rico Housing Finance Authority (the “PRHFA”) that is collateralized by certain second mortgages originated under a program launched by the Puerto Rico

government in 2010 and is in nonaccrual status based on the delinquency status of the underlying second mortgage loans collateral.

(1)

Gross Unrealized

ACL

(2)

Gains

Losses

U.S. Treasury securities:

$

80,314

$

$

2,144

$

$

78,170

0.66

60,239

3,016

57,223

0.75

U.S. GSEs’ obligations:

542,847

15,832

527,015

0.77

1,899,620

135,347

1,764,322

0.86

8,850

8,163

2.64

8,891

8,897

5.49

Puerto Rico government obligation:

(3)

3,156

1,346

1,415

United States and Puerto Rico government obligations

2,603,917

158,374

2,445,205

0.85

MBS:

19,561

18,693

2.06

153,308

12,721

140,587

1.55

991,060

161,197

829,878

1.41

1,163,929

174,786

989,158

1.44

3.27

16,882

16,010

1.19

27,916

2,247

25,677

1.62

206,254

22,786

183,555

2.57

251,306

25,908

225,493

2.38

32,489

1,423

31,066

2.11

293,492

23,146

270,346

1.70

1,047,298

156,344

891,037

1.37

1,373,279

180,913

1,192,449

1.46

CMOs issued or guaranteed by the FHLMC, FNMA,

and GNMA:

273,539

52,263

221,276

1.54

Private label:

7,086

2,185

4,785

7.66

3,069,139

436,055

2,633,161

1.55

45,022

6,898

38,124

2.17

22,386

2,685

19,701

2.16

122,830

29,037

93,793

1.36

190,238

38,620

151,618

1.64

3,259,377

474,675

2,784,779

1.55

Total available-for-sale debt securities

$

5,863,294

$

$

633,049

$

$

1.24

(1)

Excludes accrued interest receivable on available-for-sale debt securities that totaled $

10.6

million as of December 31, 2023 reported as part of accrued interest receivable on loans and investment securities in the

consolidated statements of financial condition, and excluded from the estimate of credit losses.

(2)

477.9

million (amortized cost - $

527.2

million) that was pledged at the FHLB as collateral for borrowings and letters of credit as well as $

2.8

billion (amortized cost - $

3.2

billion) pledged as collateral for the

uninsured portion of government deposits. The secured parties are not permitted to sell or repledge the collateral.

(3)

Consists of a residential pass-through MBS issued by the PRHFA that is collateralized by certain second mortgages originated under a program launched by the Puerto Rico government in 2010 and is in nonaccrual

status based on the delinquency status of the underlying second mortgage loans collateral.

During

the

second

quarter

of

2024,

the

$

28.0

million

of

Community

Reinvestment

Act

qualified investments, which were classified as available-for-sale debt securities.

Maturities

of

debt

are

based

on

the

period

of

final

maturity.

Expected

might

differ

from

because

they

may

be

subject

to

and/or

call

options.

The

yield

on

debt

is

based

on

cost

and,

therefore,

does

not

give

effect

to

changes

in

fair

value.

The

net

unrealized loss

on available-for-sale

is presented

as part

of accumulated

other comprehensive

loss in

the consolidated

statements of financial condition.

The

tables

present

the

fair

value

and

gross

losses

of

the

debt

aggregated by

investment category

and length of

time that individual

securities have

been in a

continuous unrealized

loss position, as

of June 30, 2024 and December 31, 2023. The tables also include debt securities for

which an ACL was recorded.

Total

Losses

Losses

Losses

U.S. Treasury and U.S. GSEs’

$

$

$

2,338,381

$

132,562

$

2,339,256

$

132,562

1,532

1,166

(1)

1,532

1,166

MBS:

FHLMC

1,191

915,156

186,218

916,347

186,233

GNMA

11,188

188,231

29,282

199,419

29,405

FNMA

8,135

1,088,394

190,017

1,096,529

190,116

CMOs issued or guaranteed by the FHLMC,

202,963

54,810

202,963

54,810

4,567

1,951

(1)

4,567

1,951

28,715

136,652

40,819

165,367

41,247

$

50,104

$

$

4,875,876

$

636,825

$

4,925,980

$

637,490

(1)

Unrealized losses do not include the credit loss component recorded

as part of the ACL. As of June 30, 2024, the PRHFA

bond and private label MBS had an ACL of $

0.4

$

0.2

Total

Losses

Losses

Losses

U.S. Treasury and U.S. GSEs’

$

2,544

$

$

2,428,784

$

157,026

$

2,431,328

$

157,028

1,415

1,346

(1)

1,415

1,346

MBS:

FHLMC

988,092

174,786

988,101

174,786

GNMA

12,257

202,390

25,808

214,647

25,908

FNMA

1,183,275

180,913

1,183,275

180,913

CMOs issued or guaranteed by the FHLMC,

221,276

52,263

221,276

52,263

4,785

2,185

(1)

4,785

2,185

11,370

140,248

38,602

151,618

38,620

$

26,180

$

$

5,170,265

$

632,929

$

5,196,445

$

633,049

(1)

Unrealized losses do not include the credit loss component recorded

as part of the ACL. As of December 31, 2023, the

PRHFA bond and private label MBS

had an ACL of $

0.4

million

and $

0.1

Assessment for Credit Losses

Debt securities

issued by

U.S. government

agencies,

U.S. GSEs,

and

Treasury,

notes and

MBS, accounted

for

substantially

all

of

the

total

as

of

June

30,

2024,

and

the

expects

no

credit

losses

on

these

given

the

explicit

and

implicit

guarantees

by

the

U.S.

federal

Because

the

decline

in

fair

value

is

attributable

to

changes

in

rates,

and

not

credit

and

because,

as

of

June

30,

2024,

the

did

not

have

the

intent to

sell these

U.S. government

and agencies

and determined

that it

was likely

that it

will not

be required

to sell

these

before

their

anticipated

recovery,

the

does

not

consider

impairments

on

these

to

be

credit

related. The Corporation’s

credit loss assessment was

concentrated mainly on

private label MBS and

on Puerto Rico government

debt

securities, for which credit losses are evaluated on a quarterly basis.

held as part

available for sale

portfolio consist of

trust certificates issued

by an unaffiliated

party

backed

by

fixed-rate,

single-family

loans

in

the

U.S.

mainland

with

FICO

scores

over

and

moderate

ratios (under

%), as

well

as moderate

levels.

The interest

rate

on

these

private label

MBS is

variable, tied

to 3-month

CME Term

Secured Overnight

Financing Rate

(“SOFR”) plus

a tenor

spread adjustment

of

0.26161

% and

the

spread

limited

to

the

coupon

of

the

collateral.

The

the

ACL

for

private

label

MBS

based

on

a

risk-adjusted

discounted

cash

flow

methodology

that

considers

the

and

terms

of

the

instruments.

The

utilized

probability

of default

(“PDs”)

and

loss-given

default

(“LGDs”)

that

considered,

among

other

things, historical

payment performance,

loan-to-value attributes,

and relevant

macroeconomic variables,

such as

rates and

the housing

price index.

Under this

approach, expected

(interest and

principal)

were discounted

at the U.S.

Treasury yield

curve as of

the reporting

date. See

Note 17 –

“Fair Value

”

for the significant

used in the valuation of the private label MBS as of June 30, 2024 and December

31 2023.

For the residential

pass-through MBS issued by

the PRHFA

held as part of

available-for-sale portfolio

backed by

second

loans

in

Puerto

Rico,

the

ACL

was

based

on

a

discounted

cash

flow

methodology

that

considered the structure and

terms of the debt security.

The expected cash flows were

discounted at the U.S. Treasury

yield curve plus

a spread as of

the reporting date and

amortized cost. The

Corporation utilized PDs and

LGDs that considered,

among

other

things,

payment

attributes,

and

relevant

current

and

variables, such as

rates, the housing

price index,

and expected recovery

from the PRHFA

guarantee. PRHFA,

not the

government, provides

a guarantee

in the event

of default

and subsequent

foreclosure of

the properties underlying

the

second

loans.

In

the

event

that

the

second

loans

default

and

the

is

insufficient

to

satisfy

the

balance

of

this

MBS,

PRHFA’s

ability

to

honor

such

will

depend

on,

among

other

its

at

the

time

such

becomes

due

and

payable.

Deterioration

of

the

Puerto

Rico

economy

or

fiscal health of the PRHFA

could impact the value of this security,

resulting in additional losses to the Corporation.

a roll-forward

of the ACL

on available-for-sale

debt securities by

major security

type for

MBS

Obligation

Total

MBS

Obligation

Total

$

$

$

$

$

$

Provision for credit losses – expense (benefit)

(16)

(16)

Net recoveries

ACL on available-for-sale debt securities

$

$

$

$

$

$

MBS

Obligations

Total

MBS

Obligations

Total

$

$

$

$

$

$

Provision for credit losses - benefit

(9)

(9)

(25)

(25)

Net recoveries

ACL on available-for-sale debt securities

$

$

$

$

$

$

Held-to-Maturity Debt Securities

The

cost,

gross

gains

and

losses,

fair

value,

ACL,

yield

and

maturities of held-to-maturity debt securities as of June 30, 2024

and December 31, 2023 were as follows:

(1) (2)

Gross Unrecognized

Gains

Losses

ACL

Puerto Rico municipal bonds:

$

3,178

$

$

$

3,160

$

9.30

51,424

51,776

7.72

36,253

3,393

39,445

7.03

16,595

16,945

8.78

Total Puerto Rico municipal bonds

107,450

4,715

111,326

1,267

7.70

MBS:

14,243

13,665

3.03

17,879

1,146

16,733

4.35

32,122

1,724

30,398

3.76

15,047

14,096

3.30

64,591

3,927

60,664

4.19

CMOs issued or guaranteed by

FHLMC, FNMA, and GNMA:

26,855

1,640

25,215

3.49

138,615

8,242

130,373

3.86

9,352

9,051

3.48

89,018

6,078

82,940

3.15

98,370

6,379

91,991

3.18

236,985

14,621

222,364

3.58

$

344,435

$

4,715

$

15,460

$

333,690

$

1,267

4.86

(1)

Excludes accrued interest receivable on held-to-maturity debt securities that totaled $

4.8

million as of June 30, 2024 reported as part of accrued interest receivable on loans and investment securities in the consolidated

statements of financial condition, and excluded from the estimate of credit losses.

(2)

189.7

million (fair value - $

184.4

million) that serves as collateral for the uninsured portion of government deposits. The secured parties are not permitted to sell or repledge the collateral.

(1) (2)

Gross Unrecognized

Gains

Losses

ACL

Puerto Rico municipal bonds:

$

3,165

$

$

$

3,135

$

9.30

51,230

51,514

1,266

7.78

36,050

3,540

39,380

7.13

16,595

16,864

8.87

Total Puerto Rico municipal bonds

107,040

4,811

110,893

2,197

7.78

MBS:

16,469

15,913

3.03

18,324

17,610

4.32

34,793

1,270

33,523

3.71

16,265

15,476

3.32

67,271

2,486

64,785

4.18

CMOs issued or guaranteed by

FHLMC, FNMA, and GNMA:

28,139

1,274

26,865

3.49

146,468

5,819

140,649

3.84

9,444

9,147

3.48

91,226

5,783

85,443

3.15

100,670

6,080

94,590

3.18

247,138

11,899

235,239

3.57

$

354,178

$

4,811

$

12,857

$

346,132

$

2,197

4.84

(1)

Excludes accrued interest receivable on held-to-maturity debt securities that totaled $

4.8

million as of December 31, 2023 reported as part of accrued interest receivable on loans and investment securities in the

consolidated statements of financial condition, and excluded from the estimate of credit losses.

(2)

126.6

million (fair value - $

125.9

million) that serves as collateral for the uninsured portion of government deposits. The secured parties are not permitted to sell or repledge the collateral.

The

tables

present

the

debt

securities’

fair

value

and

gross

losses,

aggregated by

category and

length of

time that

individual securities

in a

continuous unrecognized

loss position,

as of

June

30, 2024 and December 31, 2023, including debt securities for which

an ACL was recorded:

Total

Losses

Losses

Losses

$

$

$

26,147

$

$

26,147

$

MBS:

FHLMC certificates

30,398

1,724

30,398

1,724

GNMA certificates

14,096

14,096

FNMA certificates

60,664

3,927

60,664

3,927

CMOs issued or guaranteed by FHLMC,

25,215

1,640

25,215

1,640

91,991

6,379

91,991

6,379

$

$

$

248,511

$

15,460

$

248,511

$

15,460

Total

Losses

Losses

Losses

$

$

$

34,682

$

$

34,682

$

MBS:

FHLMC certificates

33,523

1,270

33,523

1,270

GNMA certificates

15,476

15,476

FNMA certificates

64,785

2,486

64,785

2,486

CMOs issued or guaranteed by FHLMC,

26,865

1,274

26,865

1,274

94,590

6,080

94,590

6,080

$

$

$

269,921

$

12,857

$

269,921

$

12,857

The

classifies

the

debt

into

the

major

types:

MBS

issued

or

guaranteed by

GSEs and

underlying collateral

and Puerto

bonds. The

Corporation does

not recognize

an ACL

for MBS

issued or guaranteed by GSEs since they are highly rated by major rating agencies and have a long history of no credit losses. In the case of

Puerto Rico municipal

bonds, the Corporation

determines the ACL

based on the product

of a cumulative

PD and LGD, and

the amortized

cost

basis

of

the

bonds

over

their

life

as

in

Note

–

of

and

Summary

of

Significant

Accounting Policies,” to the audited financial statements included in the

2023 Annual Report on Form 10-K.

performs periodic

credit quality

reviews on

these issuers.

All of

bonds were

current as

to

scheduled contractual

payments as

of June

30, 2024.

The ACL

bonds decreased

to $

1.3

of June

30,

2024, from $

2.2

million as of December 31, 2023, mostly related to updated financial information

of a bond issuer received during the first

quarter

The following tables present

the activity in the

ACL for held-to-maturity

debt securities by major

security type for the

six-month periods ended June 30, 2024 and 2023:

Puerto Rico Municipal Bonds

$

1,235

$

7,646

Provision for credit losses – expense

$

1,267

$

8,401

Puerto Rico Municipal Bonds

$

2,197

$

8,286

(930)

$

1,267

$

8,401

of 2019,

the oversight

board established

by PROMESA

the designation

as

covered

instrumentalities

under

PROMESA.

Municipalities

may

be

by

the

negative

and

other

effects

from

expense,

revenue,

or

cash

taken

by

the

Puerto

Rico

to

address

its

fiscal

situation, or measures included

in its fiscal plan or

fiscal plans of other

government entities. Given the inherent

uncertainties about the

fiscal situation of the Puerto

Rico central government and

the measures taken, or to

be taken, by other government

entities in response

to

and

fiscal

challenges,

the

cannot be

certain

whether

future charges

to

the ACL

on

these

securities will

be

required.

From

time

to

time,

the

has

with

an

of

three

months

or

less

that

are

cash

and

cash

equivalents

and

are

as

money

market

in

the

of

condition. As

of

June

30,

and

31,

2023,

the

had

no

that

were

classified as cash and cash equivalents.

Credit Quality Indicators:

The held-to-maturity debt securities

portfolio consisted of GSEs’

MBS and financing arrangements

with Puerto Rico municipalities

issued in

bond form.

As previously

mentioned, the

Corporation expects

no credit

losses on

GSEs’ MBS.

The Puerto

bonds

are

for

as

but

are

underwritten

as

loans

with

features

that

are

found

in

loans.

Accordingly, the

Corporation monitors the credit quality of these municipal bonds through the use of

internal credit-risk ratings, which

are generally updated

on a quarterly basis.

The Corporation considers

a municipal bond

as a criticized asset

if its risk rating

is Special

Mention,

Substandard,

Doubtful,

or

Loss.

Puerto

Rico

bonds

that

do

not

meet

the

criteria

for

classification

as

criticized

assets are considered to be Pass-rated

securities. For the definitions of

the internal-credit ratings, see Note 3

– “Debt Securities,” to the

audited consolidated financial statements included in the 2023 Annual

Report on Form 10-K.

The

periodically

reviews

its Puerto

Rico

bonds

to

if

they are

properly

classified,

and to

measure

credit losses on

these securities. The

frequency of these

reviews will depend

on the amount

of the aggregate

outstanding debt, and

the

risk rating classification of the obligor.

The

has

a

Loan

Review

Group

that

reports

directly

to

the

Risk

and

administratively

to

the

Chief

Risk

Officer.

The

Loan

Review

Group

performs

annual

credit

process

reviews

of

the

loan

portfolios,

the

above-mentioned

Puerto

Rico

bonds

for

as

debt

The objective

of

these

loan

reviews is

to

assess accuracy

of the

and

of

loan

risk

rating

and

its

adherence

to

lending

practices

and

procedures.

The

performed

by

this

group

contributes

to

the

of

with

credit

and

underwriting

the

of

the

current

level

of

credit

risk,

the

evaluation of

the effectiveness

of the credit

management process,

and the identification

of any deficiency

that may arise

in the credit-

granting process. Based

on its findings, the

Loan Review Group recommends

corrective actions, if

necessary,

that help in maintaining

a sound credit process. The Loan Review Group reports the results of the credit

process reviews to the Risk Management Committee.

As of June 30, 2024 and December 31, 2023, all Puerto Rico municipal bonds classified

as held-to-maturity were classified as Pass.

No

held-to-maturity debt

securities were

on nonaccrual

status, 90

days past

due and

still accruing,

or past

due as

of June

and

31,

A

is

to

be

past

due

once

it

is

days

contractually

past

due

under

the

terms

of

the

agreement.

NOTE 3 – LOANS HELD FOR INVESTMENT

The

following table

provides information

about

the

loan

portfolio held

for

investment by

portfolio segment

and

disaggregated by

geographic locations

as of the indicated

dates:

As of December 31,

Puerto Rico and Virgin Islands region:

$

2,324,302

$

2,356,006

163,774

115,401

1,760,760

1,790,637

Commercial and Industrial (“C&I”) loans

2,311,945

2,249,408

3,703,929

3,651,770

$

10,264,710

$

10,163,222

Florida region:

$

485,364

$

465,720

22,183

99,376

662,549

526,446

942,632

924,824

8,070

5,895

$

$

Total:

$

$

185,957

214,777

(1)

(2)

ACL on loans and finance leases

(254,532)

(261,843)

Loans held for investment, net

$

$

(1)

As of June 30, 2024 and December 31, 2023, includes $

785.5

787.5

million, respectively, of commercial loans that were secured by real estate and for

which the primary source of repayment at origination was

not dependent upon such real estate.

(2)

Includes accretable fair value net purchase discounts of $

22.9

24.7

million as of June 30, 2024 and December 31, 2023, respectively.

Various

loans

were

as

for

time

accounts,

and

related

unused

The

value

of

loans

pledged

as

to

$

5.4

billion

and

$

4.6

billion

as

of

June

30,

and

As of

loans pledged

as collateral

include $

1.9

billion

and

$

1.8

that

were

pledged

at

the

FHLB

as

for

borrowings

and

letters

of

credit;

$

3.2

billion

pledged

as

collateral to secure

borrowing capacity

at the FED

Discount Window,

$

2.5

2023; and $

165.4

million pledged

to secure

as collateral

for the uninsured

government deposits,

$

166.9

.

aging of

the loan

portfolio held

for investment,

as well

as information

about nonaccrual

no ACL,

by

portfolio classes as of June 30, 2024 and December 31, 2023 are as follows:

Days Past Due and Accruing

Current

30-59

60-89

90+

(1) (2) (3)

(4)

Total loans held

Loans with no

ACL

(5)

Residential mortgage loans, mainly secured by first mortgages:

FHA/VA government-guaranteed

loans

(1) (3) (6)

$

70,479

$

$

2,753

$

22,911

$

$

96,143

$

(2) (6)

2,644,019

29,506

8,602

31,396

2,713,523

1,453

181,215

4,742

185,957

(2) (6)

2,409,272

1,047

1,189

11,736

6,795

3,217,351

1,157

1,112

7,296

27,661

1,580

1,895,003

60,591

11,760

14,669

1,982,023

861,235

14,271

2,229

2,577

880,312

367,140

6,183

2,643

1,999

377,965

304,688

5,275

3,181

7,175

320,319

144,352

3,840

1,795

1,393

151,380

Total loans held for investment

$

12,094,754

$

92,364

$

55,044

$

47,173

$

96,173

$

$

11,304

(1)

It is the Corporation’s policy to report delinquent Federal Housing Authority (“FHA”)/U.S. Department of Veterans

Affairs (“VA”) government-guaranteed residential mortgage loans as past-due loans 90 days and still

accruing as opposed to nonaccrual loans. The Corporation continues accruing interest on these loans until they have passed the 15-month delinquency mark, taking into consideration the FHA interest curtailment

process. These balances include $

11.0

million of residential mortgage loans guaranteed by the FHA that were over 15 months delinquent as of June 30,2024.

(2)

Includes purchased credit deteriorated (“PCD”) loans previously accounted for under ASC Subtopic 310-30 for which the Corporation made the accounting policy election of maintaining pools of loans as “units of

account” both at the time of adoption of the current expected credit loss (“CECL”) methodology on January 1, 2020 and on an ongoing basis for credit loss measurement. These loans will continue to be excluded from

nonaccrual loan statistics as long as the Corporation can reasonably estimate the timing and amount of cash flows expected to be collected on the loan pools. The portion of such loans contractually past due 90 days or

more, amounting to $

7.4

million as of June 30, 2024 ($

6.5

million conventional residential mortgage loans and $

0.9

million commercial mortgage loans), is presented in the loans past due 90 days or more and still

accruing category in the table above.

(3)

Include rebooked loans, which were previously pooled into GNMA securities, amounting to $

6.8

million as of June 30,2024. Under the GNMA program, the Corporation has the option but not the obligation to

repurchase loans that meet GNMA’s

specified delinquency criteria. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements with an offsetting

(4)

Nonaccrual loans in the Florida region amounted to $

8.1

million as of June 30,2024, primarily residential mortgage loans.

(5)

no

nonaccrual loans with no ACL in the Florida region as of June 30,2024.

(6)

According to the Corporation’s delinquency policy and consistent with the instructions for the preparation of the Consolidated Financial Statements for Bank Holding Companies (FR Y-9C)

required by the Federal

Reserve Board, residential mortgage, commercial mortgage, and construction loans are considered past due when the borrower is in arrears on two or more monthly payments. FHA/VA

government-guaranteed loans,

conventional residential mortgage loans, and commercial mortgage loans past due 30-59 days, but less than two payments in arrears, as of June 30, 2024 amounted to $

7.8

million, $

67.7

million, and $

1.2

Days Past Due and Accruing

Current

30-59

60-89

90+

(1)(2)(3)

(4)

Total loans held

Loans with no

ACL

(5)

Residential mortgage loans, mainly secured by first mortgages:

FHA/VA government-guaranteed

loans

(1) (3) (6)

$

68,332

$

$

2,592

$

29,312

$

$

100,236

$

(2) (6)

2,644,344

33,878

11,029

32,239

2,721,490

1,742

210,911

2,297

1,569

214,777

(2) (6)

2,303,753

1,108

12,205

2,536

3,148,254

1,130

1,143

8,455

15,250

1,687

1,846,652

60,283

13,753

15,568

1,936,256

837,881

13,786

1,861

3,287

856,815

370,746

5,873

2,815

1,841

381,275

313,360

5,012

3,589

7,251

329,212

147,278

3,084

1,997

1,748

154,107

Total loans held for investment

$

11,891,511

$

89,185

$

61,628

$

59,452

$

83,707

$

$

6,953

(1)

It is the Corporation’s policy to report delinquent FHA/VA

government-guaranteed residential mortgage loans as past-due loans 90 days and still accruing as opposed to nonaccrual loans. The Corporation continues

accruing interest on these loans until they have passed the 15-month delinquency mark, taking into consideration the FHA interest curtailment process. These balances include $

15.4

million of residential mortgage loans

guaranteed by the FHA that were over 15 months delinquent as of December 31, 2023.

(2)

Includes PCD loans previously accounted for under ASC Subtopic 310-30 for which the Corporation made the accounting policy election of maintaining pools of loans as “units of account” both at the time of adoption of

CECL on January 1, 2020 and on an ongoing basis for credit loss measurement. These loans will continue to be excluded from nonaccrual loan statistics as long as the Corporation can reasonably estimate the timing and

amount of cash flows expected to be collected on the loan pools. The portion of such loans contractually past due 90 days or more, amounting to $

8.3

million as of December 31, 2023 ($

7.4

million conventional

residential mortgage loans, and $

0.9

million commercial mortgage loans), is presented in the loans past due 90 days or more and still accruing category in the table above.

(3)

Include rebooked loans, which were previously pooled into GNMA securities, amounting to $

7.9

million as of December 31, 2023. Under the GNMA program, the Corporation has the option but not the obligation to

repurchase loans that meet GNMA’s

specified delinquency criteria. For accounting purposes, these loans subject to the repurchase option are required to be reflected on the financial statements with an offsetting liability.

(4)

Nonaccrual loans in the Florida region amounted to $

8.0

million as of December 31, 2023, primarily nonaccrual residential mortgage loans and C&I loans.

(5)

no

loans with no ACL in the Florida region as of December 31, 2023.

(6)

According to the Corporation’s delinquency policy and consistent with the instructions for the preparation of the Consolidated Financial Statements for Bank Holding Companies (FR Y-9C)

required by the Federal

Reserve Board, residential mortgage, commercial mortgage, and construction loans are considered past due when the borrower is in arrears on two or more monthly payments. FHA/VA

government-guaranteed loans,

conventional residential mortgage loans, and commercial mortgage loans past due 30-59 days, but less than two payments in arrears, as of December 31, 2023 amounted to $

8.2

million, $

69.9

million, and $

1.1

When

a

loan

is placed

in

status,

any

accrued

but uncollected

income

is reversed

and

charged

against interest

income

and the

amortization of

any net

deferred fees

is suspended.

The amount

of accrued

interest reversed

against interest

income

totaled $

0.7

$

1.5

compared $

0.5

million

and

$

1.1

million

for

the

same

periods

in

2023,

For

the

quarter

and

period

ended

June

30,

2024,

the

cash

interest income recognized on nonaccrual

loans amounted to $

0.3

0.9

compared to $

0.5

$

1.0

million for the same periods in 2023, respectively.

As of

June

30,

2024,

the recorded

on

loans collateralized

by

real

that

were in

the process

of foreclosure

$

35.1

million, including

$

12.8

FHA/VA

government-guaranteed

loans, and

$

5.2

acquired prior

to the

adoption, on

January 1,

2020, of

CECL. The

Corporation commences

the

foreclosure

process

on

real

estate

loans

when

a

borrower

becomes

days

delinquent.

Foreclosure

and

timelines

vary

depending

on

whether

the

is

located

in

a

judicial

or

non-judicial

state.

Occasionally,

foreclosures

may

be

delayed due to, among other reasons, mandatory mediations, bankruptcy,

court delays, and title issues.

Credit Quality Indicators:

categorizes loans

into risk

categories based

on relevant

about the

ability of

the borrowers

to service

their debt

such as

current financial

information, historical

payment experience,

credit documentation,

public information,

and current

trends,

among

other

factors.

The

analyzes

non-homogeneous

loans,

such

as commercial

C&I,

and

loans

individually

to

classify

the

loans’

credit

risk.

As

mentioned

above,

the

periodically

reviews

its

and

loans

to

if

they

are

properly

classified.

The

frequency

of

these

reviews

will

depend

on

the

the aggregate

outstanding debt,

and the

risk rating

classification of

the obligor.

renewal and

annual

review process of

applicable credit facilities, the

Corporation evaluates the

corresponding loan grades.

The Corporation uses

definition

for

risk

ratings

as

those

for

Puerto

Rico

bonds

for

as

debt

as

discussed in Note

3 – “Debt Securities,”

included in the 2023

Annual Report on Form

10-K.

For residential mortgage and consumer loans, the Corporation evaluates credit

quality based on its interest accrual status.

Based on

the most

recent analysis

performed, the

loans by portfolio

classes and

by

year based

on the

internal credit

-risk category

as of

gross charge

-offs for

2024 by

portfolio classes

and by

origination year,

and the

loans by

classes based on the internal credit-risk category as of December 31,

2023, were as follows:

Puerto Rico and Virgin Islands Regions

As of

(1)

Prior

Loans

Total

Total

Pass

$

12,154

$

88,978

$

41,129

$

9,748

$

$

3,655

$

$

155,664

$

113,170

2,881

3,300

1,929

8,110

2,231

Loss

$

12,154

$

91,859

$

44,429

$

9,748

$

$

5,584

$

$

163,774

$

115,401

$

$

$

$

$

$

$

$

Pass

$

99,566

$

172,589

$

375,881

$

140,689

$

313,516

$

473,812

$

5,640

$

1,581,693

$

1,618,404

3,758

4,284

30,168

110,922

149,132

146,626

29,817

29,935

25,607

Loss

$

99,566

$

176,347

$

380,283

$

140,689

$

343,684

$

614,551

$

5,640

$

1,760,760

$

1,790,637

$

$

$

$

$

$

$

$

C&I

Pass

$

87,957

$

417,655

$

288,105

$

141,237

$

150,596

$

336,955

$

804,023

$

2,226,528

$

2,173,939

2,466

33,981

37,628

40,376

13,984

28,662

4,384

47,789

35,093

Loss

$

88,153

$

420,122

$

288,105

$

155,759

$

151,158

$

366,260

$

842,388

$

2,311,945

$

2,249,408

$

$

$

$

$

$

$

$

As of

Florida Region

(1)

Prior

Loans

Basis

Total

Total

Pass

$

$

2,978

$

$

$

$

$

17,626

$

22,183

$

99,376

Loss

$

$

2,978

$

$

$

$

$

17,626

$

22,183

$

99,376

$

$

$

$

$

$

$

$

Pass

$

47,220

$

28,888

$

227,461

$

105,696

$

39,272

$

178,650

$

22,070

$

649,257

$

525,453

12,299

12,299

Loss

$

47,220

$

28,888

$

239,760

$

105,696

$

40,265

$

178,650

$

22,070

$

662,549

$

526,446

$

$

$

$

$

$

$

$

C&I

Pass

$

124,032

$

147,761

$

226,861

$

159,672

$

39,165

$

79,980

$

153,687

$

931,158

$

879,195

11,474

11,474

42,046

3,583

Loss

$

124,032

$

147,761

$

226,861

$

159,672

$

39,165

$

91,454

$

153,687

$

942,632

$

924,824

$

$

$

$

$

$

$

$

As of

Total

(1)

Prior

Loans

Total

Total

Pass

$

12,967

$

91,956

$

41,129

$

10,514

$

$

3,655

$

17,626

$

177,847

$

212,546

2,881

3,300

1,929

8,110

2,231

Loss

$

12,967

$

94,837

$

44,429

$

10,514

$

$

5,584

$

17,626

$

185,957

$

214,777

$

$

$

$

$

$

$

$

Pass

$

146,786

$

201,477

$

603,342

$

246,385

$

352,788

$

652,462

$

27,710

$

2,230,950

$

2,143,857

3,758

16,583

30,168

110,922

161,431

146,626

29,817

30,928

26,600

Loss

$

146,786

$

205,235

$

620,043

$

246,385

$

383,949

$

793,201

$

27,710

$

$

$

$

$

$

$

$

$

$

C&I

Pass

$

211,989

$

565,416

$

514,966

$

300,909

$

189,761

$

416,935

$

957,710

$

3,157,686

$

3,053,134

2,466

12,117

33,981

49,102

82,422

13,984

28,662

4,384

47,789

38,676

Loss

$

212,185

$

567,883

$

514,966

$

315,431

$

190,323

$

457,714

$

996,075

$

$

$

$

$

$

$

$

$

$

tables present the

amortized cost of

loans by portfolio

classes and by

origination year

accrual

status as

of June

30,

2024,

the gross

for the

2024 by

origination year,

and

the

amortized cost of residential mortgage loans by portfolio classes based on accrual

status as of December 31, 2023:

As of

(1)

Prior

Loans

Total

Total

Puerto Rico and Virgin Islands Regions:

$

$

$

$

1,165

$

$

92,407

$

$

95,451

$

99,293

$

$

$

$

1,165

$

$

92,407

$

$

95,451

$

99,293

$

79,507

$

169,119

$

158,182

$

65,952

$

28,397

$

1,704,353

$

$

2,205,510

$

2,231,701

23,273

23,341

25,012

$

79,507

$

169,119

$

158,250

$

65,952

$

28,397

$

1,727,626

$

$

2,228,851

$

2,256,713

Total

$

79,507

$

169,591

$

159,074

$

67,117

$

28,912

$

1,796,760

$

$

2,300,961

$

2,330,994

23,273

23,341

25,012

$

79,507

$

169,591

$

159,142

$

67,117

$

28,912

$

1,820,033

$

$

2,324,302

$

2,356,006

$

$

$

$

$

$

$

$

1,007

(1)

As of

(1)

Prior

Loans

Total

Total

Florida Region:

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

45,841

$

88,172

$

75,703

$

43,001

$

28,195

$

195,705

$

$

476,617

$

457,550

7,807

8,055

7,227

$

45,841

$

88,172

$

75,951

$

43,001

$

28,195

$

203,512

$

$

484,672

$

464,777

Total

$

45,841

$

88,172

$

75,703

$

43,001

$

28,195

$

196,397

$

$

477,309

$

458,493

7,807

8,055

7,227

$

45,841

$

88,172

$

75,951

$

43,001

$

28,195

$

204,204

$

$

485,364

$

465,720

$

$

$

$

$

$

$

$

(1)

As of

(1)

Prior

Loans

Total

Total

Total:

$

$

$

$

1,165

$

$

93,099

$

$

96,143

$

100,236

$

$

$

$

1,165

$

$

93,099

$

$

96,143

$

100,236

$

125,348

$

257,291

$

233,885

$

108,953

$

56,592

$

1,900,058

$

$

2,682,127

$

2,689,251

31,080

31,396

32,239

$

125,348

$

257,291

$

234,201

$

108,953

$

56,592

$

1,931,138

$

$

2,713,523

$

2,721,490

Total

$

125,348

$

257,763

$

234,777

$

110,118

$

57,107

$

1,993,157

$

$

2,778,270

$

2,789,487

31,080

31,396

32,239

$

125,348

$

257,763

$

235,093

$

110,118

$

57,107

$

2,024,237

$

$

$

$

$

$

$

$

$

$

$

1,007

(1)

The

the

cost

of

loans

by

classes

and

by origination

year

accrual

status as of

the gross charge

-offs for

the six-month period

2024 by portfolio

classes and by

year, and the amortized cost of consumer loans

by portfolio classes based on accrual status as of December 31,2023:

As of

(1)

Prior

Loans

Total

Total

Puerto Rico and Virgin Islands Regions:

$

324,653

$

568,467

$

465,596

$

326,080

$

145,856

$

136,207

$

$

1,966,859

$

1,919,583

3,506

3,353

2,835

1,280

3,419

14,665

15,556

$

324,925

$

571,973

$

468,949

$

328,915

$

147,136

$

139,626

$

$

1,981,524

$

1,935,139

$

$

4,897

$

5,248

$

2,891

$

$

1,964

$

$

16,027

$

130,114

$

290,290

$

221,226

$

132,985

$

54,545

$

48,575

$

$

877,735

$

853,528

2,577

3,287

$

130,114

$

290,790

$

221,939

$

133,426

$

54,713

$

49,330

$

$

880,312

$

856,815

$

$

1,053

$

1,841

$

$

$

$

$

4,526

$

73,338

$

143,064

$

94,185

$

23,833

$

11,961

$

27,005

$

$

373,386

$

379,161

1,999

1,841

$

73,379

$

143,745

$

94,983

$

24,052

$

12,002

$

27,224

$

$

375,385

$

381,002

$

$

3,668

$

5,253

$

1,099

$

$

1,078

$

$

11,517

$

$

$

$

$

$

$

320,319

$

320,319

$

329,212

$

$

$

$

$

$

$

320,319

$

320,319

$

329,212

$

$

$

$

$

$

$

12,426

$

12,426

$

39,101

$

55,374

$

23,186

$

7,070

$

4,479

$

5,821

$

9,997

$

145,028

$

147,913

1,361

1,689

$

39,152

$

55,932

$

23,498

$

7,163

$

4,516

$

5,991

$

10,137

$

146,389

$

149,602

$

$

5,039

$

2,820

$

$

$

$

$

9,393

Total

$

567,206

$

1,057,195

$

804,193

$

489,968

$

216,841

$

217,608

$

330,316

$

3,683,327

$

3,629,397

5,245

5,176

3,588

1,526

4,563

20,602

22,373

$

567,570

$

1,062,440

$

809,369

$

493,556

$

218,367

$

222,171

$

330,456

$

3,703,929

$

3,651,770

$

$

14,657

$

15,162

$

5,415

$

1,697

$

3,972

$

12,751

$

53,889

(1)

As of

(1)

Prior

Loans

Total

Total

Florida Region:

$

$

$

$

$

$

$

$

$

1,105

$

$

$

$

$

$

$

$

$

1,117

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

2,460

$

$

$

$

$

$

$

2,580

$

$

2,460

$

$

$

$

$

$

$

2,580

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

$

2,067

$

1,706

$

4,959

$

4,446

$

$

$

$

$

$

2,084

$

1,721

$

4,991

$

4,505

$

$

$

$

$

$

$

$

Total

$

3,007

$

$

$

$

$

2,562

$

1,706

$

8,034

$

5,824

$

3,007

$

$

$

$

$

2,583

$

1,721

$

8,070

$

5,895

$

$

$

$

$

$

$

$

(1)

As of

(1)

Prior

Loans

Total

Total

Total:

$

324,653

$

568,467

$

465,596

$

326,080

$

145,856

$

136,702

$

$

1,967,354

$

1,920,688

3,506

3,353

2,835

1,280

3,423

14,669

15,568

$

324,925

$

571,973

$

468,949

$

328,915

$

147,136

$

140,125

$

$

1,982,023

$

1,936,256

$

$

4,897

$

5,248

$

2,891

$

$

2,030

$

$

16,093

$

130,114

$

290,290

$

221,226

$

132,985

$

54,545

$

48,575

$

$

877,735

$

853,528

2,577

3,287

$

130,114

$

290,790

$

221,939

$

133,426

$

54,713

$

49,330

$

$

880,312

$

856,815

$

$

1,053

$

1,841

$

$

$

$

$

4,526

$

75,798

$

143,113

$

94,185

$

23,904

$

11,961

$

27,005

$

$

375,966

$

379,434

1,999

1,841

$

75,839

$

143,794

$

94,983

$

24,123

$

12,002

$

27,224

$

$

377,965

$

381,275

$

$

3,668

$

5,253

$

1,099

$

$

1,078

$

$

11,517

$

$

$

$

$

$

$

320,319

$

320,319

$

329,212

$

$

$

$

$

$

$

320,319

$

320,319

$

329,212

$

$

$

$

$

$

$

12,426

$

12,426

$

39,648

$

55,427

$

23,232

$

7,289

$

4,800

$

7,888

$

11,703

$

149,987

$

152,359

1,393

1,748

$

39,699

$

55,985

$

23,544

$

7,382

$

4,837

$

8,075

$

11,858

$

151,380

$

154,107

$

$

5,039

$

2,820

$

$

$

$

$

9,393

Total

$

570,213

$

1,057,297

$

804,239

$

490,258

$

217,162

$

220,170

$

332,022

$

3,691,361

$

3,635,221

5,245

5,176

3,588

1,526

4,584

20,638

22,444

$

570,577

$

1,062,542

$

809,415

$

493,846

$

218,688

$

224,754

$

332,177

$

$

$

$

14,657

$

15,162

$

5,415

$

1,697

$

4,038

$

12,751

$

53,955

(1)

As of June 30, 2024 and December 31, 2023, the balance of revolving loans

converted to term loans was

no

t material.

Accrued

on

loans

totaled

$

63.1

million

as

of

June

30,

($

62.3

million

as

of

31,

2023),

was

reported as part

of accrued interest receivable

on loans and

investment securities in

of financial condition,

and is excluded from the estimate of credit losses.

The

tables

present

about

loans

that

were

individually

for

purposes

of

determining the ACL as of June 30, 2024 and December 31, 2023

:

Collateral Dependent Loans -

With Allowance

Collateral Dependent

Loans - With No

Related Allowance

Collateral Dependent Loans - Total

Related

Related

Residential mortgage loans:

$

24,449

$

1,103

$

$

24,449

$

1,103

3,300

4,256

43,708

43,708

22,549

2,642

6,618

29,167

2,642

$

50,449

$

4,015

$

51,282

$

101,731

$

4,015

Collateral Dependent Loans -

With Allowance

Collateral Dependent

Loans - With No

Related Allowance

Collateral Dependent Loans - Total

Related

Related

Residential mortgage loans:

$

25,355

$

1,732

$

$

25,355

$

1,732

4,454

40,683

45,137

9,390

1,563

6,780

16,170

1,563

$

39,350

$

3,443

$

48,419

$

87,769

$

3,443

The

for

and

loans consisted

of

single-family

properties,

and for

construction loans

consisted primarily

of office

buildings, multifamily

residential properties,

and

retail

establishments.

The

coverage

for

loans

as

of

June

30,

was

%,

% as of

2023, mainly

a $

16.5

million nonaccrual

commercial relationship

in the Puerto

Rico

region in the food retail industry,

with a loan-to-value over

%, classified as collateral dependent.

Purchases and Sales of Loans

In

the

ordinary

course

of

the

enters

into

and

whole

loan

sales

with

GNMA

and

GSEs, such

as FNMA

and FHLMC.

2024, loans

GNMA MBS

$

59.9

million, compared to

$

66.4

million, for the

first six months

of 2023, for

which the Corporation

recognized a net

gain on sale

of

$

2.3

$

1.4

Also, during

of 2024

and 2023,

sold approximately

$

15.1

million

and

$

22.8

of

loans

to

FNMA,

for

which

the

recognized a net

gain on sale of

$

0.3

0.6

continuing involvement with

the loans

that it

sells consists

primarily of

servicing the

loans. In

addition, the

Corporation agrees

loans if

it breaches

any of

the

representations

and

warranties

in

the

sale

agreement.

These

representations

and

warranties

are

consistent

with

the

GSEs’

selling and servicing guidelines (

i.e.

, ensuring that the mortgage was properly underwritten according to established

guidelines).

For loans

GNMA MBS,

the Corporation,

as servicer,

holds an

option to

repurchase individual

delinquent loans

issued

on or after

January 1, 2003,

when certain delinquency

criteria are met. This

option gives the

Corporation the unilateral

ability,

but not

the obligation, to

repurchase the delinquent

loans at par without

prior authorization from

GNMA. Since the

Corporation is considered

to

have

regained

control

over

the

loans,

it

is

to

recognize

the

loans

and

a

corresponding

regardless of

its intent

the loans.

As of

2023, rebooked

GNMA delinquent

loans that

were included in the residential mortgage loan portfolio amounted

to $

6.8

7.9

During the first

and 2023, the Corporation

repurchased, pursuant to

the aforementioned repurchase

option, $

0.9

million

and

$

1.9

of

loans

pooled

into

GNMA

MBS.

The

balance

of

these

loans

is

fully

guaranteed,

and the

risk of

loss related

to the

repurchased loans

is generally

limited to

the difference

between the

delinquent interest

payment advanced

to GNMA, which

is computed at

the loan’s

interest rate,

and the interest

payments reimbursed

by FHA, which

are

computed

at a

pre-determined

debenture

rate.

of GNMA

loans allow

the

among

other

things, to

acceptable

rates

on

GNMA

pools

and

remain

as

a

seller

and

servicer

in

good

standing

with

GNMA.

Historically, losses

on these repurchases of

GNMA delinquent loans have

been immaterial and no provision has

been made at the time

of sale.

Loan sales to FNMA and FHLMC are without recourse in relation

to the future performance of the loans.

The Corporation’s risk of

loss

with

respect

to

these

loans

is

also

minimal

as

these

loans

are

loans

with

documentation

deficiencies.

purchased commercial

loan participations

in the

totaling $

79.1

million, which consisted

of approximately $

13.7

million in the commercial

mortgage portfolio and $

65.4

million in the C&I portfolio.

In addition, during the first six

months of 2023, the Corporation

purchased C&I loan participations in

the Florida region totaling $

28.0

During

the

first

six

months

of

2024,

the

a

$

9.5

million

with

the

bulk

sale

of

fully

loans,

net

of

a

$

0.5

million

There

were

no

sales

of

loans

during

the

first

six

months of 2023, other than those sales of conforming residential mortgage

loans mentioned above.

Loan Portfolio Concentration

primary

lending area

is Puerto

Rico. The

FirstBank, also

lends in

the USVI

and the BVI markets and

in the United States (principally

in the state of Florida).

Of the total gross loans held

for investment portfolio

of $

12.4

credit risk concentration

was approximately

% in Puerto

Rico,

% in the

U.S., and

% in the

USVI and the BVI.

As

of

June

30,

2024,

the

had

$

206.2

million

in

loans

to

the

Puerto

Rico

government,

its

and

public

to

$

187.7

million

as

of

31,

As

of

June

30,

2024,

$

129.4

million

of

loans

to

in

Puerto

Rico

that

are

general

by

tax

revenues,

and $

25.7

million

of

loans which

are supported

by one

or

more

specific sources

of municipal

revenues. The

vast

majority

of

of the

in

the

loan

are

independent

of

budgetary

subsidies

by

the

Puerto

Rico

central

These

are

by

law

to

levy

special

taxes

in

such

amounts

as

are

to

satisfy

the

payment

of

all

of

their

respective

general

bonds

and

notes.

In

to

loans

to municipalities,

to the

Puerto

Rico government

as of

2024 included

$

8.8

million

in

loans granted

to an

affiliate of

Rico Electric

Power Authority

(“PREPA”)

and $

42.3

loans to

agencies or

public

corporations of the Puerto Rico government.

In addition, as of

June 30, 2024, the Corporation

had $

74.9

million in exposure to

residential mortgage loans that

are guaranteed by

the PRHFA,

a government

instrumentality that

has been designated

as a covered

entity under PROMESA,

$

77.7

million

as

of

31,

loans

by

the

PRHFA

are

secured

by

the

properties

and

the

guarantees serve to cover shortfalls in collateral in the event of a borrower default.

The Corporation also

has credit exposure

to USVI government entities.

had

$

105.0

loans to

USVI government

public corporations,

$

90.5

As of

2024, all

loans

were currently performing and up to date on principal and interest payments.

Loss Mitigation Program for Borrowers Experiencing

Financial Difficulty

The Corporation provides assistance to

its customers through a loss mitigation

program. Depending upon the

nature of a borrower’s

condition,

or

loan

through

this

program

are

provided,

as

well

as

other

of

C&I,

construction,

and

loans.

The

may

also

modify

terms to comply with regulations regarding the treatment of certain bankruptcy

filings and discharge situations.

The

loan

granted

to

that

are

with

payment

delays

include the following:

Forbearance plans –

Payments of either interest

and/or principal are

deferred for a pre-established

period of time, generally

not

exceeding

six

months

in

any

given

year.

The

and/or

is

repaid

as

either

a

lump

sum

payment

at

maturity date or by extending the loan’s

maturity date by the number of forbearance months granted.

Payment

plans

–

Borrowers

are

allowed

to

pay

the

regular

monthly

payment

plus

the

pre-established

delinquent

amounts

during a period generally not exceeding

six months.

At the end of the payment plan, the

borrower is required to resume making

its regularly scheduled loan payments.

Trial modifications

– These types of loan

modifications are granted for

residential mortgage loans. Borrower

s

continue making

reduced monthly payments during

the trial period, which is

generally of up to six

months. The reduced payments

that are made

by the

borrower during

the trial

period will

result in

a payment

delay with

respect to

contractual terms

of the

loan

since

the

loan

has

not

yet

been

contractually

modified.

After

successful

completion

of

the

trial

period,

the

loan

is

contractually modified.

Modifications

in

the

form

of

a

in

rate,

term

extension,

an

other-than-insignificant

payment

delay,

or

any

combination

of

these

types

of

loan

that

have

occurred

in

the

current

period

for

a

borrower

are

disclosed

in

the

tables

below.

Many

factors

are

when

whether

there

is

an

other-than-

insignificant

payment

delay,

such as

the significance

of the

restructured

payment

amount relative

to the

unpaid

principal balance

or

collateral value of the loan or the relative significance of the delay to

the original loan terms.

The

below

relate

to

loan

granted

to

in

which

there

was

a

change

in

the

timing

and/or

amount

of

cash

flows

in

the

form

of

any

of

the

types

of

modifications,

that

in

a

more-than-insignificant

payment

delay.

These

exclude

$

2.3

million

and

$

3.8

million in restructured residential

mortgage loans that are

government-guaranteed (e.g.,

FHA/VA

loans) and were modified

quarter

and

period

ended

June

30,

2024,

to

$

1.6

million

and

$

2.5

for

the

comparable periods in 2023.

the amortized

cost basis

as of

2023 of

loans modified

to borrowers

during

the

and

periods

ended

June

30,

and

2023,

by

classes

and

type

of

modification granted, and

the percentage of these

modified loans relative

to the total period-end

amortized cost basis of

receivables in

the portfolio class:

Trial

Term

Rate

Term

Other

Total

Classes

$

$

$

$

$

$

$

$

0.02%

115,981

115,981

4.79%

(1)

1,148

0.06%

0.02%

(2)

0.28%

(1)

0.21%

$

$

$

$

$

116,305

$

$

$

118,860

Trial

Term

Rate

Term

Other

Total

Classes

$

$

$

$

$

$

$

$

0.01%

30,170

30,170

1.30%

0.01%

(1)

0.04%

0.03%

(2)

0.15%

(1)

0.13%

$

$

$

$

$

$

30,350

$

$

32,263

Trial

Term

Rate

Term

Other

Total

Classes

$

$

$

$

$

$

$

$

0.03%

115,981

115,981

4.79%

0.00%

1,926

(1)

2,397

0.12%

0.03%

1,406

(2)

1,406

0.44%

(1)

0.32%

$

$

$

$

1,418

$

116,622

$

$

1,964

$

121,365

Trial

Term

Rate

Term

Other

Total

Classes

$

$

$

$

$

$

$

$

1,139

0.04%

30,170

30,170

1.30%

0.01%

1,155

(1)

1,425

0.08%

0.04%

(2)

0.23%

(1)

0.27%

$

$

$

$

$

1,198

$

30,549

$

1,187

$

34,208

(1)

Modification consists of court mandated reduction to 0% interest rate for remaining loan term to borrowers in bankruptcy proceedings unless dismissal occurs.

(2)

Modification consists of reduction in interest rate and revocation of revolving line privileges.

The

tables

present

by

classes

the

effects

of

the

granted

to

financial difficulty,

other than those associated to

payment delay,

during the quarters and

six-month periods ended

June 30, 2024 and

  1. The financial

effects of the

modifications associated to

payment delay were

discussed above and,

as such, were

excluded from

the tables below:

(%)

(%)

%

0.50

%

%

%

%

%

%

%

%

3.29

%

%

2.99

%

17.55

%

%

%

3.34

%

(%)

(%)

%

%

%

%

%

0.25

%

%

%

%

3.96

%

%

5.41

%

16.26

%

%

%

1.87

%

(%)

(%)

%

3.50

%

%

%

%

%

13.00

%

%

%

2.57

%

%

3.44

%

17.11

%

%

%

3.31

%

(%)

(%)

%

2.40

%

%

%

%

0.25

%

%

%

%

3.64

%

%

5.11

%

16.15

%

%

%

1.92

%

The following tables present by portfolio classes the performance of loans modified

during the last twelve months ended June 30,

2024 and during the six-month period ended June 30, 2023 that were granted

to borrowers experiencing financial difficulty:

Last Twelve Months Ended June 30, 2024

30-59

60-89

90+

Total

Delinquency

Current

Total

$

$

$

$

$

1,424

$

1,424

118,190

118,190

3,323

3,546

1,749

2,008

$

$

$

$

$

125,695

$

126,308

30-59

60-89

90+

Total

Delinquency

Current

Total

$

$

$

$

$

1,139

$

1,139

30,170

30,170

1,415

1,425

$

$

$

$

$

34,096

$

34,208

$

0.2

$

0.3

loans modified

to borrowers

experiencing financial

difficulty which

had a

payment default

during

and had

been modified

last twelve

months preceding

the payment

default.

No

loans modified to borrowers experiencing financial difficulty

had a payment default during the quarter

and six-month period ended June

30, 2023.

NOTE 4 – ALLOWANCE

FOR CREDIT LOSSES FOR LOANS AND FINANCE LEASES

The following tables present the activity in the ACL on loans and finance leases by portfolio

segment for the indicated periods:

Loans

Loans

C&I

Loans

Total

ACL:

$

56,689

$

6,186

$

32,661

$

34,490

$

133,566

$

263,592

(10,593)

(554)

(2,976)

(668)

26,721

11,930

(491)

(332)

(25,591)

(26,414)

3,613

5,424

$

46,051

$

5,646

$

30,078

$

34,448

$

138,309

$

254,532

Loans

Loans

C&I

Loans

Total

ACL:

$

64,403

$

3,231

$

36,460

$

31,235

$

130,238

$

265,567

(3,500)

1,202

5,999

2,997

14,072

20,770

(1,146)

(38)

(88)

(6,350)

(16,462)

(24,084)

3,451

4,805

$

60,514

$

4,804

$

42,427

$

28,014

$

131,299

$

267,058

Loans

Loans

C&I

Loans

Total

ACL:

$

57,397

$

5,605

$

32,631

$

33,190

$

133,020

$

261,843

(11,057)

(2,986)

(4,028)

42,901

24,847

(1,007)

(791)

(53,955)

(55,753)

6,077

16,343

(1)

23,595

$

46,051

$

5,646

$

30,078

$

34,448

$

138,309

$

254,532

(1) Includes recoveries totaling $

9.5

million associated with the bulk sale of fully charged-off consumer loans.

Loans

Loans

C&I

Loans

Total

ACL:

$

62,760

$

2,308

$

35,064

$

32,906

$

127,426

$

260,464

Impact of adoption of ASU 2022-02

(1)

2,056

2,116

(3,427)

2,062

7,245

1,347

29,799

37,026

(2,129)

(38)

(106)

(6,468)

(33,260)

(42,001)

1,254

7,281

9,453

$

60,514

$

4,804

$

42,427

$

28,014

$

131,299

$

267,058

(1) Recognized as a result of the adoption of ASU 2022-02, for which the Corporation elected to discontinue the use of a discounted cash flow methodology for restructured accruing loans, which had a corresponding

decrease, net of applicable taxes, in beginning retained earnings as of January 1, 2023.

The

the

ACL

the

methodologies

in

Note

–

of

and

Summary

of

Significant Accounting

Policies” to

the audited

statements included

in the

2023 Annual

Form 10-K,

as updated by the information contained in this report, for each portfolio segment

.

generally applies

probability weights

to the

baseline and

alternative downside

economic scenarios

the

ACL with

the

the highest

weight.

The

chosen each

quarter

and

the

weighting

given

to

each

for

the

loan

categories

depend

on

a

variety

of

factors

recent

events,

leading

national and

regional economic indicators,

and industry

trends. As of

31, 2023, the

Corporation applied

the

for

the

and

loan

portfolios

since

it

expects

a

more

favorable

outlook

with

real

particularly

in

At least every other

year, the

Corporation reviews the

credit models used

in determining the

ACL. Such exercise

consists primarily

in

updating

the

model

with

recent

losses

and

determining

if

other

changes

are

for

purposes

of

estimating

credit

losses.

During

the

second

quarter

the

the

review

for

the residential

auto

loan,

lease

portfolios,

for

Rico

region.

The residential

loan

which

has

recently

experienced a

historically low level

losses, as a

result of

high collateral

values in the

resulted in a

lower

required reserve

level. For the

auto loan

lease portfolios historical

loss trends were

updated and

resulted in an

the required reserve levels as the loss experience in such portfolios have been

trending higher towards historical loss experience.

As of June 30, 2024, the ACL for loans and finance

leases was $

254.5

million, a decrease of $

7.3

million, from $

261.8

31,

The

ACL

for

loans

by

$

11.3

mainly

driven

by

updated

loss

in a

downward

revision

loss severities

and

lower

reserve

levels,

offset

by

newly

originated

loans

that

have

a

longer

life.

The

ACL

for

and

loans

decreased by $

1.3

million, mainly due to an improvement on the economic outlook of

certain macroeconomic variables, particularly in

variables associated with commercial real estate property performance,

partially offset by increased

volume.

the

ACL

for

loans

by

$

5.3

million

mainly

driven

by

in

levels,

mainly

in

credit cards;

increases in

portfolio volumes

in the

auto loan

portfolio;

and, to

a lesser

extent, updated

historical loss

experience used

for determining the

ACL estimate resulting

in an upward revision

of estimated loss

severities and higher

required reserve levels

in the

auto loan and finance lease portfolios.

Net charge-offs were

$

21.0

32.2

million for the second quarter

and first six months of 2024,

respectively, compared

to

$

19.3

32.5

for the same periods in 2023. The $

1.7

million increase in net charge-offs for

an increase in

leases charge-offs

across all major

portfolio classes,

partially offset by

a $

6.2

million charge-off

recorded on a C&I participated

loan in the Florida region

in the power generation industry

during the second

quarter of 2023.

The $

0.3

net charge-offs

for the first

the

$

9.5

million

with

the

bulk

sale of

fully

a

$

5.0

million

with a

C&I loan

in the

region recorded

2024, and

$

6.2

million charge-

off recorded

on a

C&I participated

loan in

the Florida

region during

  1. This

increase was

by

the aforementioned increase in consumer loans and finance leases charge-offs.

The tables below

present the ACL

related to loans

and finance leases

and the carrying

values of loans

by portfolio segment

as of

June 30, 2024 and December 31, 2023:

Loans

Loans

Commercial Mortgage

Loans

C&I

Loans

Total

$

$

185,957

$

$

$

$

46,051

5,646

30,078

34,448

138,309

254,532

Allowance for credit losses to

1.64

%

3.04

%

1.24

%

1.06

%

3.73

%

2.06

%

Loans

Loans

Commercial Mortgage

Loans

C&I

Loans

Total

$

$

214,777

$

$

$

$

57,397

5,605

32,631

33,190

133,020

261,843

Allowance for credit losses to

2.03

%

2.61

%

1.41

%

1.05

%

3.64

%

2.15

%

In

the

credit

losses

over

the

period

in

which

the

is

exposed

to

credit

risk

via

a

to

extend

credit,

such

as

unfunded

loan

and

standby

letters

of

credit

for

and

loans,

unless

the

is

unconditionally

cancellable

by

the

Corporation.

See

Note

–

“Regulatory

Matters,

and

Contingencies”

for

on

sheet

exposures

as

of

June

30,

and

Corporation estimates

the ACL

for these

sheet exposures

following the

methodology described

in

Note

1 –

of Business

and

Summary

of Significant

Policies”

to

the audited

on Form 10-K.

2024, the ACL

for off-balance

sheet credit exposures

$

4.5

million, compared to $

4.6

million as of December 31, 2023.

table presents

the activity

in the

ACL for

unfunded loan

commitments and

standby letters

for the

$

4,919

$

4,168

$

4,638

$

4,273

(417)

(136)

$

4,502

$

4,889

$

4,502

$

4,889

NOTE 5

–

OTHER REAL ESTATE

OWNED (“OREO”)

The following table presents the OREO inventory as of the indicated dates:

OREO balances, carrying value:

(1)

$

15,468

$

20,261

1,658

1,601

(2)

4,556

10,807

Total

$

21,682

$

32,669

(1)

Excludes $

11.3

16.6

million as of June

30, 2024 and December

31, 2023, respectively,

of foreclosures that met

the conditions of ASC

Subtopic 310-40 “Reclassification

of

Residential Real

Estate Collateralized Consumer

Mortgage Loans upon

Foreclosure,” and

are presented as

a receivable as

part of other

condition.

(2)

Decrease was mainly associated with the sale of a $

5.3

million commercial real estate OREO property in Puerto Rico during the

second quarter of 2024 at a gain of $

2.3

See Note 17 – “Fair

Value”

for information on subsequent measurement

adjustments recorded on OREO properties

reported as part

of “Net gain on OREO operations”

in the consolidated statements of

income during the quarters and six-month

periods ended June 30,

2024 and 2023.

NOTE 6 – GOODWILL AND OTHER INTANGIBLES

as of

each

of

and

31,

to

$

38.6

The Corporation’s policy is to assess

goodwill and other intangibles for impairment on an annual basis during the fourth quarter of each year, and more frequently if events

or circumstances lead management to believe that the values of goodwill or other intangibles may be impaired. During the fourth

quarter of 2023, management performed a qualitative analysis of the carrying amount of each relevant reporting units’ goodwill and

concluded that it is more-likely-than-not that the fair value of the reporting units exceeded their carrying value. This assessment

involved identifying the inputs and assumptions that most affect fair value, including evaluating significant and relevant events

impacting each reporting entity, and evaluating such factors to determine if a positive assertion can be made that it is more-likely-

than-not that the fair value of the reporting units exceeded their carrying amount. As of December 31, 2023, the Corporation

concluded that it is more-likely-than-not that the fair value of the reporting units exceeded their carrying value. The Corporation

determined that there have been no significant events since the last annual assessment that could indicate potential goodwill

impairment on reporting units for which the goodwill is allocated. As a result, no impairment charges for goodwill were recorded

during the first six months of 2024.

There

were

no

changes

in

the

amount

of

during

the

and

periods

ended

June

30,

and

Other Intangible Assets

The

table

presents

the

gross

amount

and

of

the

intangible

assets

subject

to

amortization as of the indicated dates:

As of

As of

Core deposit intangible:

Gross amount

$

87,544

$

87,544

Accumulated amortization

(77,844)

(74,161)

Net carrying amount

$

9,700

$

13,383

Remaining amortization period (in years)

5.5

6.0

During

the

quarter

and

period

ended

June

30,

2024,

the

$

1.9

million

and

$

3.7

in amortization

expense

on its

other intangibles

amortization,

$

2.0

million

and $

4.0

the same periods in 2023, respectively

The Corporation amortizes core deposit intangibles based on the projected useful lives of the related deposits. Core deposit

intangibles are analyzed annually for impairment, or sooner if events and circumstances indicate possible impairment. Factors that

may suggest impairment include customer attrition and run-off. Management is unaware of any events and/or circumstances that

would indicate a possible impairment to the core deposit intangibles as of June 30, 2024.

The estimated

aggregate annual

amortization expense

related to the

intangible assets

subject to amortization

for future periods

was

as follows as of June 30, 2024

:

$

2,733

3,509

2029 and after

NOTE 7 – NON-CONSOLIDATED

VARIABLE

INTEREST ENTITIES (“VIEs”) AND SERVICING

ASSETS

transfers residential

mortgage loans

in sale

or securitization

transactions in

which it

has continuing

involvement,

responsibilities

and

arrangements.

All

such

have

been

for

as

sales

as

by

applicable accounting guidance.

When

the

need

to

consolidate

counterparties

to

which

the

has

transferred

assets,

or

with

which

the

entered into

other transactions,

first determines

if the

counterparty is

an entity

for which

a variable

exists.

If

no

scope

exception

is

and

a

exists,

the

then

evaluates

whether

it

is

the

primary beneficiary of the VIE and whether the entity should be consolidated

or not.

Below is a summary of transactions with VIEs for which the Corporation has retained

some level of continuing involvement:

Trust-Preferred

Securities (“TRuPs”)

In April 2004,

FBP Statutory Trust

I, a financing

trust that is wholly

owned by the

Corporation, sold to

institutional investors $

million of its variable

-rate TRuPs. FBP Statutory

Trust I used

the proceeds of the

issuance, together with the

proceeds of the purchase

by

the

of

$

3.1

million

of

FBP

Statutory

Trust

I

variable-rate

common

securities, to

purchase

$

103.1

million

aggregate

amount

of

the

Junior

Subordinated

Deferrable

Debentures.

In

2004,

FBP

Statutory

Trust

II,

a

trust that

is wholly

owned by

the Corporation,

sold to

institutional investors

$

its variable-rate

TRuPs. FBP

Statutory Trust

II used

the proceeds of

the issuance,

together with

the proceeds of

the purchase by

of $

3.9

Trust

II variable-rate

common securities,

to purchase

$

128.9

million aggregate

principal amount

of the

Junior

Subordinated

Deferrable

Debentures.

The

net

of

related

issuance

costs,

are

presented

in

the

consolidated statements of financial

condition as other long-term borrowings.

These TRuPs are variable-rate

instruments indexed to

3-

month CME Term SOFR

plus a

tenor spread

adjustment of

0.26161

% and the

original spread

of

2.75

% for the

Trust I

and

2.50

% for

the FBP

Statutory Trust

II.

The Junior Subordinated Deferrable Debentures mature on June 17, 2034, and September

20, 2034, respectively; however, under certain circumstances, the maturity of Junior Subordinated Deferrable Debentures may be

shortened (such shortening would result in a mandatory redemption of the variable-rate TRuPs).

As

of

each

of

June

30,

and

December 31, 2023, these Junior Subordinated Deferrable Debentures amounted

to $

161.7

Under the indentures of these instruments,

the Corporation has the right, from

time to time, and without causing

an event of default,

to defer

payments of

interest on

the Junior

Subordinated Deferrable

Debentures by

extending the

interest payment

period at

any time

and from

time to

time during

the term

of the

subordinated debentures

for up

to twenty

consecutive quarterly

periods. As

of June

30,

2024,

the Corporation was current on all interest payments due on its subordinated debt.

On

July

22,

2024,

the

as

part

of

its

capital

actions

the

of

a

new

program

of

$

million

that could

include the

of junior

debentures.

13 –

Equity” to

the unaudited

consolidated financial statements herein for additional details of capital actions.

Private Label MBS

During

and

2005,

an unaffiliated

party,

referred

to in

this subsection

as the

seller,

a

series of

trusts

to

effect

the

of

loans

and

the

sale

of

trust

certificates

(“private

label

MBS”).

The

seller

initially

the

servicing for

a fee, which

is senior to

the obligations to

pay private label

MBS holders. The

seller then entered

into a sales

through

which

it sold

and

issued

the

private

label

MBS in

favor

of

the

banking

subsidiary,

FirstBank.

Currently,

the

Bank is

the sole

owner of

these private

label MBS;

the servicing

of the

residential mortgages

that generate

the principal

and interest

cash flows is

performed by

another third

party,

which receives

a servicing

fee. These

private label

MBS are variable

-rate

securities indexed

to

plus a

tenor

spread

adjustment

of

0.26161

% and

spread

limited to

the

coupon

of

the

collateral.

The

from

the

loans

are

remitted

to

a

paying

agent

(servicer),

who

then

remits

to

the

Bank.

Interest

income

is

shared

to

a

certain

extent

with

the

FDIC,

which

has

an

interest only strip (“IO”) tied to the

cash flows of the underlying loans

and is entitled to receive the excess

of the interest income less a

fee

over

the

rate

income

that

the

Bank

earns

on

the

The

FDIC

became

the

owner

of

the

IO

upon

its

intervention of the seller,

a failed financial institution.

No recourse agreement exists, and

the Bank, as the sole

holder of the securities,

absorbs all risks

from losses on

non-accruing loans

and repossessed collateral.

the amortized cost

and fair

value

of these private

label MBS amounted to

$

6.7

4.6

with a weighted-average yield

of

7.65

%, which is

included as part

available-for-sale debt

securities portfolio.

As described

in Note 2

– “Debt Securities,”

the ACL

on these private label MBS amounted to $

0.2

million as of June 30, 2024.

Servicing Assets, or Mortgage Servicing Rights (“MSRs”)

The

first

lien

loans in

with

GNMA

in

which the

loans are

exchanged for

cash or

securities that

are readily

redeemed for

cash proceeds

and servicing

rights. The

issued

through

these

are

by

GNMA

and,

under

seller/servicer

agreements,

the

is

to

service

the

loans

in

with

the

issuers’

and

standards.

As of

June

30,

2024,

serviced

loans

securitized

through

GNMA

with

a

balance

of

$

2.1

billion.

Also,

certain

conventional

conforming

loans

are

sold

to

FNMA

or

FHLMC

with

retained.

The

recognizes

as

separate

assets

the

rights

to

service

loans

for

others,

whether those servicing

assets are originated or

purchased. MSRs are included

as part of other

assets in the consolidated

statements of

financial condition.

The changes in MSRs are shown below for the indicated periods:

$

26,355

$

28,431

$

26,941

$

29,037

Capitalization of servicing assets

1,107

1,238

Amortization

(1,038)

(1,102)

(2,075)

(2,230)

Temporary impairment

Other

(1)

(12)

(2)

(21)

(16)

$

25,952

$

28,034

$

25,952

$

28,034

(1)

Mainly represents adjustments related to the repurchase

of loans serviced for others.

Impairment

charges

are

through

a

for

each

stratum

of

assets.

The

is adjusted

to reflect

the amount,

if any,

by which

the cost

basis of

the servicing

asset for

a given

stratum of

loans being

serviced exceeds its fair value. Any fair value in excess of the cost basis of the servicing

asset for a given stratum is not recognized.

Changes in the impairment allowance were as follows for the indicated periods:

$

$

$

$

Temporary impairment

(1)

(5)

$

$

$

$

The components

of net servicing

income, included as

part of mortgage

banking activities in

of income,

are shown below for the indicated periods:

Servicing fees

$

2,605

$

2,660

$

5,178

$

5,378

Late charges and prepayment penalties

Other

(1

)

(12)

(2)

(21)

(16)

Servicing income, gross

2,774

2,869

5,527

5,772

Amortization and impairment of servicing assets

(1,038)

(1,101)

(2,075)

(2,225)

Servicing income, net

$

1,736

$

1,768

$

3,452

$

3,547

(1)

Mainly represents adjustments related to the repurchase of loans serviced

for others.

MSRs are subject

to prepayment

and interest rate

risks. Key economic

assumptions used

in determining

value at the time of sale of the related mortgages for the indicated periods

ranged as follows:

Weighted Average

Maximum

Minimum

Constant prepayment rate:

6.8

%

17.1

%

3.2

%

6.8

%

15.9

%

2.9

%

6.2

%

7.6

%

4.4

%

Discount rate:

11.5

%

11.5

%

11.5

%

9.5

%

9.5

%

9.5

%

11.5

%

12.5

%

11.0

%

Constant prepayment rate:

6.7

%

11.6

%

4.8

%

7.4

%

16.0

%

3.8

%

5.9

%

9.0

%

2.1

%

Discount rate:

11.5

%

11.5

%

11.5

%

9.5

%

9.5

%

9.5

%

12.9

%

14.0

%

11.5

%

The weighted

averages of the

key economic

assumptions that the

Corporation used

in its valuation

model and the

sensitivity of the

current

fair

value

to

immediate

%

and

%

adverse

changes

in

those

for

loans

were

as

follows

as

of

the

indicated dates:

Carrying amount of servicing assets

$

25,952

$

26,941

$

44,590

$

45,244

Weighted-average

expected life (in years)

7.69

7.79

Constant prepayment rate (weighted-average annual

rate)

6.30

%

6.27

%

Decrease in fair value due to 10% adverse change

$

$

Decrease in fair value due to 20% adverse change

$

1,720

$

1,731

Discount rate (weighted-average annual rate)

10.70

%

10.68

%

Decrease in fair value due to 10% adverse change

$

1,890

$

1,927

Decrease in fair value due to 20% adverse change

$

3,641

$

3,712

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10%

variation in assumptions generally cannot be extrapolated because the relationship between the change in assumption and the change

in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the MSR is

calculated without changing any other assumption. In reality, changes in one factor may result in changes in another (for example,

increases in market interest rates may result in lower prepayments), which may magnify or counteract the sensitivities

.

NOTE 8 – DEPOSITS

The following table summarizes deposit balances as of the indicated dates:

Type of account:

Non-interest-bearing deposit accounts

$

5,406,054

$

5,404,121

Interest-bearing checking accounts

3,831,677

3,937,945

Interest-bearing saving accounts

3,629,326

3,596,855

3,037,120

2,833,730

Brokered certificates of deposits ("CDs")

624,779

783,334

Total

$

$

The following table presents the remaining contractual maturities of time deposits,

including brokered CDs, as of June 30, 2024:

Total

Three months or less

$

966,977

Over three months to six months

829,519

1,102,165

Over one year to two years

474,119

Over two years to three years

70,269

Over three years to four years

126,118

Over four years to five years

70,897

Over five years

21,835

Total

$

3,661,899

Total

Puerto Rico and

U.S. time deposits

with balances of

more than $250,000

amounted to $

1.6

billion and $

1.4

June

30,

and

31,

2023,

This

amount

does

not

include

CDs

that

are

participated

out

by

brokers in

less than

the FDIC

insurance limit.

As of

2023, unamortized

broker placement

fees amounted

to $

1.2

$

1.0

which are

amortized over

the contractual

maturity of

the brokered

CDs

under the interest method.

NOTE 9 – ADVANCES

FROM THE FEDERAL HOME LOAN BANK (“FHLB”)

The following is a summary of the advances from the FHLB as of the indicated dates:

Fixed

-rate advances from the FHLB

(1)

$

500,000

$

500,000

(1)

Weighted-average interest rate of

4.45

% as of each of June 30, 2024 and December 31, 2023, respectively.

Advances from the FHLB mature as follows as of the indicated date:

$

180,000

Over one to five years

320,000

Total

(1)

$

500,000

(1) Average remaining term to maturity of

1.99

years.

NOTE 10 – OTHER LONG-TERM BORROWINGS

Junior Subordinated Debentures

Junior subordinated debentures, as of the indicated dates, consisted of:

Long-term floating rate junior subordinated debentures (FBP Statutory Trust I)

(1) (3)

$

43,143

$

43,143

Long-term floating rate junior subordinated debentures (FBP Statutory Trust II)

(2) (3)

118,557

118,557

$

161,700

$

161,700

(1)

Amount represents junior subordinated interest-bearing debentures

due in 2034 with a floating interest rate of

2.75

% over

plus a

0.26161

% tenor spread

adjustment as of June 30, 2024 and December 31, 2023 (

8.35

% as of June 30,2024 and

8.39

% as of December 31, 2023).

(2)

Amount represents junior subordinated interest-bearing debentures

due in 2034 with a floating interest rate of

2.50

% over

plus a

0.26161

% tenor spread

adjustment as of June 30, 2024 and December 31, 2023 (

8.11

% as of June 30, 2024 and

8.13

% as of December 31, 2023).

(3)

See Note 7 - “Non-Consolidated Variable

Interest Entities (“VIEs”) and Servicing Assets,”

for additional information on these debentures.

See

Note

–

Equity”

to

the

herein

for

details

of

capital

actions

that

include

the

of

a

new

program

of

$

million

that

could

include

of

common

stock

or

junior subordinated debentures.

NOTE 11 – EARNINGS PER COMMON

.

SHARE

The

calculations

of

per

common

share

for

the

and

periods

ended

June

30,

and

are

as

follows:

Net income attributable to common stockholders

$

75,838

$

70,655

$

149,296

$

141,353

Shares:

Average common

shares outstanding

164,945

178,926

166,043

179,567

Average potential

dilutive common shares

Average common

shares outstanding - assuming dilution

165,543

179,277

166,670

180,253

Earnings per common share:

Basic

$

0.46

$

0.39

$

0.90

$

0.79

Diluted

$

0.46

$

0.39

$

0.90

$

0.78

Earnings

per

common

share

is

computed

by

dividing

net

income

attributable

to

common

stockholders

by

the

number

of

common

shares

issued

and

outstanding.

Basic

common

shares

exclude

unvested shares

of

restricted stock that do not contain non-forfeitable dividend rights

.

Potential dilutive

common

shares consist

of unvested

stock

and

units (if

any

of the

are

met

as

of

the

end

of

the

period)

that

do

not

contain

non-forfeitable

or

equivalent

rights

using the

treasury stock

method. This

method assumes

that proceeds

equal to

of compensation

cost attributable

to future

is

used

to

shares

on

the

open

market

at

the

average

market

price

for

the

period.

The

between

the

number

of

dilutive

shares

issued

and

the

shares

is

added

as

incremental

shares

to

the

actual

number

of

shares

to

compute

diluted

per

share.

Unvested

shares

of

stock

during

the

period

that

result

in

lower potentially

dilutive shares issued

than shares purchased

treasury stock method

are not included

in the computation

of

dilutive

per

share

since

their

inclusion

would

have an

antidilutive

effect

on

per

share.

There

were

no

antidilutive

shares of common stock during the quarters and six-month periods ended

June 30, 2024 and 2023.

NOTE 12 – STOCK-BASED

.

COMPENSATION

The First Bancorp

Omnibus Incentive

Plan (the “Omnibus

Plan”), which is

effective until

May 24, 2026,

provides for equity-based

and non-equity-based

compensation incentives

(the “awards”).

The Omnibus

Plan authorizes

the issuance

of up

to

14,169,807

shares

of

common

stock, subject

to adjustments

for

stock splits,

reorganizations

and

other

similar events.

As of

2024,

there

were

2,593,029

authorized shares

stock available

for issuance

Omnibus Plan.

Directors,

the recommendation

of the

Compensation

and Benefits

Committee of

the Board,

has the

power and

authority to

determine

those

eligible

to

receive

awards

and

to

establish

the

terms

and

of

any

awards,

subject

to

various

limits

and

vesting

restrictions that apply to individual and aggregate awards.

Restricted Stock

Under the

Omnibus Plan,

may grant

to plan

participants, subject

to forfeiture

events until

the dates

specified in

the participant’s

award agreement.

While the

is subject

to forfeiture

and

does

not

contain

non-forfeitable

rights,

participants

may

exercise

full

voting

rights

with

respect

to

the

shares

of

stock

granted

to

them.

The

fair

value

of

the

shares

of

stock

granted

was

based

on

the

market

price

of

the

common

stock on

of the

respective grant.

The shares

of restricted

stocks granted

to employees

to the

vesting period:

fifty percent

(

%) of

those shares

vest on

the two-year

anniversary of

the grant

date and

the remaining

% vest

on

the three-year

anniversary of

the grant

date. The

granted to

directors are

generally subject

to vesting

on the

one-year

anniversary

of the

grant

date.

issued

398,569

shares during

in

connection with restricted stock awards, which were reissued from

treasury shares.

The following table

summarizes the restricted stock

activity under the Omnibus

Plan during the six-month

periods ended June 30,

2024 and 2023:

Number of

Number of

Average

Average

stock

stock

Unvested shares outstanding at beginning of year

889,642

$

12.30

938,491

$

9.14

Granted (1)

398,569

17.35

495,891

11.99

Forfeited

(3,464)

13.30

(57,491)

11.29

Vested

(253,504)

12.26

(481,536)

5.93

Unvested shares outstanding at end of period

1,031,243

$

14.26

895,355

$

12.31

(1)

For the six-month period ended June 30, 2024,

2,280

shares of restricted stock awarded to independent

directors and

396,289

shares of restricted stock awarded to employees,

of

which

84,122

shares were granted to retirement-eligible employees

and thus charged to earnings as of the grant date.

For the six-month period ended June 30, 2023,

3,502

shares

of restricted stock awarded

to independent directors

and

492,389

shares of restricted

stock awarded to

employees, of which

33,718

shares were granted

to retirement-eligible employees

and thus charged to earnings as of the grant date.

For the quarter

recognized $

1.3

3.7

of stock-based compensation expense related to restricted

stock awards, compared to $

1.4

3.0

million for the same period

30, 2024, there

was $

7.0

total unrecognized

compensation cost

unvested shares

of restricted

stock that the Corporation expects to recognize over a weighted-average period

of

1.8

years.

Performance Units

Under the Omnibus Plan, the Corporation may award

performance units to participants, with each unit representing

the value of one

share

of

the

common

stock.

These awards, which are granted to executives, do not contain non-forfeitable rights to

dividend equivalent amounts and can only be settled in shares of the Corporation’s common stock.

Performance units granted during the six-month periods ended June 30, 2024 and 2023 vest on the third anniversary of the effective

date of the award based on actual achievement of two performance metrics weighted equally: relative total shareholder return

(“Relative TSR”), compared to companies that comprise the KBW Nasdaq Regional Banking Index, and the achievement of a tangible

book value per share (“TBVPS”) goal, which is measured based upon the growth in the tangible book value during the performance

cycle, adjusted for certain allowable non-recurring transactions. The participant may earn 50% of their target opportunity for threshold

level performance and up to 150% of their target opportunity for maximum level performance, based on the individual achievement of

each performance goal during a three-year performance cycle. Amounts between threshold, target and maximum performance will

vest in a proportional amount.

table summarizes

the performance

units activity

Omnibus Plan

during

periods ended

June

30, 2024 and 2023:

Number

Number

of

Average

of

Average

Performance

Performance

Units

Units

Performance units at beginning of year

534,261

$

12.25

791,923

$

7.36

Additions

(1)

165,487

18.39

216,876

12.24

Vested

(2)

(150,716)

11.26

(474,538)

4.08

Performance units at end of period

549,032

$

14.37

534,261

$

12.25

(1)

Units granted during the six-month periods ended June 30, 2024 and 2023 are based on the achievement of the Relative TSR and TBVPS performance goals during a three-year performance cycle beginning January 1,

2024 and January 1, 2023, respectively, and ending on December 31, 2026 and December 31, 2025, respectively.

(2)

Units vested during the six-month periods ended June 30, 2024 and 2023 are related to performance units granted in 2021 and 2020, respectively, that met the pre-established target and were settled with shares of

common stock reissued from treasury shares.

The fair value of the performance units awarded during the six-month periods ended June 30, 2024 and 2023, that was based on the

TBVPS goal component, was calculated based on the market price of the Corporation’s common stock on the respective date of the

grant and assuming attainment of 100% of target opportunity. As of June 30, 2024, there have been no changes in management’s

assessment of the probability that the pre-established TBVPS goal will be achieved; as such, no cumulative adjustment to

compensation expense has been recognized. The fair value of the performance units awarded, that was based on the Relative TSR

component, was calculated using a Monte Carlo simulation. Since the Relative TSR component is considered a market condition, the

fair value of the portion of the award based on Relative TSR is not revised subsequent to grant date based on actual performance.

table summarizes

the valuation

assumptions used

to calculate

the Relative

TSR component

of the

performance units granted under the Omnibus Plan during the six-month

periods ended June 30, 2024 and 2023:

Risk-free interest rate

(1)

4.41

%

3.98

%

Correlation coefficient

73.80

77.16

Expected dividend yield

(2)

Expected volatility

(3)

34.65

41.37

Expected life (in years)

2.78

2.79

(1)

Based on the yield on zero-coupon U.S. Treasury

Separate Trading of Registered Interest and

Principal of Securities as of the grant date for a period equal to the simulation

term.

(2)

Assumes that dividends are reinvested at each ex-dividend date.

(3)

Calculated based on the historical volatility of the Corporation's

stock price with a look-back period equal to the simulation term

using daily stock prices.

For the quarter

recognized $

0.6

1.1

of stock-based

compensation expense related

to performance units,

compared to $

0.5

1.0

million for the

same periods in

  1. As of

there was $

4.9

million of total

unrecognized compensation

cost related to unvested

performance units that

the Corporation expects to recognize over a weighted-average period of

2.1

years.

Shares withheld

During

six

months

withheld

136,308

shares (first

six

months

of

2023 –

287,835

shares)

of the

stock

and

units

that vested

during

such

period to

cover

the participants’

payroll

and

income

tax withholding

liabilities;

these

shares

are

held

as

treasury

shares.

The

paid

in

cash

any

fractional

share

of

salary

stock

to

which

an

officer

was entitled.

In

the consolidated

the

presents shares

withheld

for

tax purposes

as common

stock repurchases.

NOTE 13 –

STOCKHOLDERS’

EQUITY

Stock Repurchase Programs

On

July

24,

2023,

the

that

its Board

a stock

under

which

may repurchase up

to $

million of its outstanding

common stock, which commenced

in the fourth quarter

of 2023. During the

first

half of 2024,

the Corporation repurchased

5,846,872

shares of common

stock through open

market transactions at

an average price

of

$

17.10

for a

total cost

$

100.0

million under

this stock

2,840,321

common

stock

at

an

average

price

of

$

17.60

for

a

total

cost

of

$

50.0

million

were

during

the

second

quarter

of

  1. As

remaining authorization

approximately $

50.0

million of common

stock

under this program.

Furthermore, on July

22, 2024, the

Corporation announced that

its Board of

Directors approved a new

under which

may

up to

an

$

million

that

could

include

of

common

stock or junior subordinated debentures,

which it expects to execute through the end of the fourth quarter of 2025.

under

these

may

be

through

open

market

share

or plans,

plans complying

with Rule

10b5-1

under

Act, and/or

redemption of

junior

debentures, and

will be

in accordance

with applicable

legal and

regulatory requirements

.

repurchase program

s

to various

factors, including

capital position,

financial performance

and

alternative uses

of capital, stock

trading price, and

general market conditions.

do not obligate

it to acquire any

specific number of shares

and do not have

an expiration date. The

may be modified, suspended,

or

at

any

time

at

the

The

holding

company

has

no

and

depends

on

dividends,

and

other

from

its

to

fund

payments,

stock

and

to

fund

all

payments on its obligations, including debt obligations.

Common Stock

table shows

the change

in shares

stock outstanding

for the

30, 2024 and 2023:

Total

Number of Shares

Common stock outstanding, beginning balance

166,707,047

179,788,698

169,302,812

182,709,059

Common stock repurchased

(1)

(2,840,591)

(5,983,180)

(3,865,375)

549,285

970,429

(1,559)

(32,076)

(3,464)

(57,491)

Common stock outstanding, ending balance

179,756,622

179,756,622

(1)

For the quarter and six-month period ended June

30, 2024 includes

and

136,308

shares, respectively of common stock surrendered to cover plan participants'

payroll and income taxes.

For the six-month period ended June 30, 2023 includes

287,835

shares of common stock surrendered to cover plan participants' payroll

and income taxes.

For the

total cash

dividends declared

on shares

stock amounted

to

$

26.6

million

($

0.16

per

share)

and

$

53.4

million

($

0.32

per

share),

to

$

25.3

million

($

0.14

per

share)

and

$

50.7

million ($

0.28

per share),

for the

same periods

On

July 22, 2024

, the

declared

a

cash

of

$

0.16

per

common

share.

The

is payable

on

September 13, 2024

to

shareholders

of

record at the

close of business on

August 29, 2024

. The Corporation

intends to continue

to pay quarterly dividends

on common stock.

However,

dividends, including

the declaration,

timing, and

amount, remain

and approval by the Corporation’s

Board Directors at the relevant times.

Preferred Stock

has

50,000,000

authorized shares of

preferred stock with

a par value

of $

1.00

, subject to

certain terms. This

stock

may

be

issued

in

series

and

the

shares

of

each

series

have

such

rights

and

preferences

as

are

fixed

by

the

Board

of

when

authorizing

the

issuance

of

that

particular

series

and

are

redeemable

at

the

option.

No

shares

of

preferred stock were outstanding as of June 30, 2024 and December 31, 2023.

Treasury Stock

The following table shows the change in shares of treasury stock for the quarters and six-month

periods ended June 30, 2024 and

2023:

Total

Number of Shares

Treasury stock, beginning balance

56,956,069

43,874,418

54,360,304

40,954,057

Common stock repurchased

2,840,591

5,983,180

3,865,375

(556)

(549,285)

(970,429)

1,559

32,076

3,464

57,491

Treasury stock, ending balance

43,906,494

43,906,494

FirstBank Statutory Reserve (Legal Surplus)

The

Puerto

Rico

Banking

Law

of

1933,

as

amended

(the

“Puerto

Rico

Banking

Law”),

that

a

minimum

of

%

of

net income

for

be transferred

to a

reserve

until such

surplus

equals the

total of

paid-in-capital

on

common and preferred

stock. Amounts transferred

to the legal surplus

reserve from retained

earnings are not available

for distribution

to the Corporation without the

prior consent of the Puerto

Rico Commissioner of Financial Institutions.

The Puerto Rico Banking Law

provides that, when the expenditures of a Puerto Rico commercial bank are greater than receipts, the excess of the expenditures over

receipts must be charged against the undistributed profits of the bank, and the balance, if any, must be charged against the legal

surplus reserve, as a reduction thereof. If the legal surplus reserve is not sufficient to cover such balance in whole or in part, the

outstanding amount must be charged against the capital account and the Bank cannot pay dividends until it can replenish the legal

surplus reserve to an amount of at least 20% of the original capital contributed.

reserve, included

as part

of

retained earnings

in the

condition, amounted

to $

199.6

of each

of June

30, 2024 and December 31, 2023. There were

no

transfers to the legal surplus reserve during the first half of 2024.

NOTE 14 – ACCUMULATED

OTHER COMPREHENSIVE LOSS

The

table

presents the

changes

in

other

loss for

and

periods

ended

June 30, 2024 and 2023:

Changes in Accumulated Other Comprehensive

Loss by Component

(1)

Unrealized net holding losses on available-for-sale

$

(655,617)

$

(718,744)

$

(640,552)

$

(805,972)

Other comprehensive income (loss)

(2)

10,560

(4,505)

32,391

$

(645,057)

$

(773,581)

$

(645,057)

$

(773,581)

Adjustment of pension and postretirement

benefit plans:

$

1,382

$

1,194

$

1,382

$

1,194

Other comprehensive income (loss)

$

1,382

$

1,194

$

1,382

$

1,194

(1)

All amounts presented are net of tax.

(2)

Net unrealized holding gains (losses) on available-for-sale debt securities have no tax effect because securities are either tax-exempt, held by an IBE, or have a full deferred tax asset valuation allowance.

NOTE 15 – EMPLOYEE BENEFIT PLANS

maintains two frozen

qualified noncontributory

defined benefit pension

plans (the “Pension

Plans”), and

a related

complementary

post-retirement

benefit

plan

(the

“Postretirement

Benefit

Plan”)

covering

medical

benefits

and

life

after

retirement

that

it

obtained

in

the

Banco

Santander

Puerto

Rico

(“BSPR”)

acquisition

on

1,

One

defined

benefit

pension

plan covers

substantially all

of BSPR’s

former

employees who

were active

before January

1, 2007,

while the

other defined

benefit pension plan covers personnel of an institution previously acquired

by BSPR. Benefits are based on salary and years of service.

The accrual of benefits under the Pension Plans is frozen to all participants.

The following table presents the components of net periodic (benefit) cost for

the indicated periods:

Affected Line Item

in the Consolidated

Statements of Income

Net periodic (benefit) cost, pension plans:

Interest cost

$

$

$

1,802

$

1,900

Expected return on plan assets

(1,018)

(885)

(2,036)

(1,771)

Net periodic (benefit) cost, pension plans

(117)

(234)

Net periodic cost, postretirement plan

Net periodic (benefit) cost

$

(101)

$

$

(202)

$

NOTE 16 –

INCOME TAXES

The Corporation is subject to Puerto Rico income tax on

its income from all sources. Under the Puerto Rico Internal

Revenue Code,

as amended (the “PR Tax

Code”), the Corporation and its subsidiaries are treated as

separate taxable entities and are not entitled to file

consolidated tax returns. However,

certain subsidiaries that are

organized as limited liability

companies with a partnership

election are

treated as

pass-through entities

for Puerto

Rico tax

purposes. Furthermore,

conducts business

through certain

entities

that

have

special

tax

treatments,

doing

through

an

IBE

unit

of

the

Bank

and

through

Overseas

each

of

which

are

exempt

from

Puerto

Rico

income

taxation

under

the

International

Banking

Entity

Act

of

(“IBE Act”),

and through

a wholly-owned

subsidiary that

engages in

certain Puerto

Rico qualified

investing and

lending

activities that have certain tax advantages under Act 60 of 2019.

For the second quarter

of 2024, the Corporation

recorded an income tax

expense of $

25.5

million, compared to $

30.3

million in the

  1. For the first

recorded an income

tax expense of

$

49.5

to $

62.2

million for the

  1. The decrease

in income

tax expense for

the second quarter

and first six

a lower

effective tax

rate as

a result of

engaging in

certain business

activities with

tax treatment under

the PR Tax

Code during the

fourth quarter of

2023 which resulted

in a lower effective

tax rate for

the second half

of 2023

and for

  1. The

maintained an

lower than

Rico maximum

rate of

37.5

%. The

estimated annual

tax rate,

excluding entities

with pre-tax

losses from

which a

tax benefit

cannot be recognized and discrete items, was

24.1

% for the first six months of 2024, compared to

30.1

% for the same period in 2023.

Income

tax

expense

also

USVI

income

taxes,

as

well

as

U.S.

federal

and

state

taxes.

As

a

Puerto

Rico

corporation, FirstBank

is treated as

a foreign corporation

for U.S. and

USVI income tax

purposes and is

generally subject to

U.S. and

USVI income

tax only

on its

income from

sources within

and USVI

or income

effectively

connected with

the conduct

of a

trade or business in those jurisdictions.

Such tax paid in the U.S. and USVI

is also creditable against the Corporation’s

Puerto Rico tax

liability,

certain conditions

and limitations.

For the

FirstBank incurred

current income

tax expense

$

2.9

$

5.1

its U.S.

operations, compared

to

$

1.5

4.0

for the comparable periods in 2023.

30, 2024, the

a net deferred

tax asset of

$

142.7

million, net of

a valuation allowance

of $

141.1

million

against the deferred tax asset, compared to a net deferred tax asset of $

150.1

million, net of a valuation allowance of $

139.2

The net deferred

tax asset

of the

FirstBank, amounted

to $

142.7

of

June

30,

2024,

net

of

a

of

$

113.2

to

a

net

tax

asset

of

$

150.1

net

of

a

valuation allowance

of $

111.4

in the

net deferred

tax asset was

mainly related

to the

usage of alternative minimum tax

credits and the decrease in

the ACL. Meanwhile, the increase

in the valuation allowance was

related

primarily to changes

in the market

value of available-for-sale

debt securities which

resulted in an

equal change in

the net deferred

tax

asset

without

impacting

earnings.

The

a

full

for

its

tax

assets

with

capital loss carryforwards, NOL carryforwards and unrealized losses of available

-for-sale debt securities.

See Note 22

– “Income Taxes,”

on Form 10-K

on the

tax treatment

of net

operating loss

(“NOL”) carryforwards

and dividend

received deduction

PR Tax

Code and the limitation under Section 382 of the U.S. Internal Revenue

Code.

The

for

uncertain

tax

positions

under

the

provisions

of

ASC

Topic

740,

Income

Taxes.

The

policy

is

to

report

and

penalties

related

to

tax

positions

in

income

tax

As

of

June

30,

2024,

the

$

0.2

accrued interest

and penalties

uncertain tax

positions in

of $

0.8

million that

it

from

BSPR,

which,

if

recognized,

would

the

income

tax

rate

in

future

The

amount

of

tax benefits

may increase

or decrease

in the

future

for various

reasons,

adding

amounts for

current tax

year

positions, expiration of open income

tax returns due to the statute of limitations,

changes in management’s

judgment about the level of

uncertainty,

the

status of

examinations,

litigation

and

legislative

activity,

and

the

or

elimination

of uncertain

tax

positions.

The

statute

of

limitations

under

the

PR

Tax

Code

is

four

years

after

a

tax

return

is

due

or

filed,

whichever

is

later;

the

statute

of

limitations for

U.S. and USVI

income tax

purposes is three

years after

a tax return

is due or

filed, whichever

is later.

The completion

of an audit by

the taxing authorities or

the expiration of the statute

of limitations for a

given audit period could

result in an adjustment

to

the

for

income

taxes.

Any

such

adjustment

could

be

to

the

results

of

for

any

given

quarterly or annual

period based, in

part, upon the

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.