Annual Report

                            Balanced Diversification
                           for Successful Performance


                                                           [LOGO] First BanCorp










[PHOTO] Yagrumo Leaf



Table of Content

                                          Financial Highlights                 2
                                          Offices                              4
                                          Business Profile                     5
                                          President's Letter                   7
                                          Achievements in 2000                12
                                          The Puerto Rico Economy             15
                                          Board of Directors                  16
                                          Officers                            18
                                          Financial Review                    21
                                          Stockholders' Information           77


     The Yagrumo leaf featured in the 2000 Annual Report,  symbolizes our beleif
in  conservation of natural  resources and our commitment to customers'  banking
needs. We have made a commitment to promote the  enviromental  quality of Puerto
Rico by suporting the Puerto Rico Conservation Trust

     The Yagrumo tree grows  abundantly,  as our commitment to serve  customers.
The  flexibility  of its wood is a symbol of our capability to adapt to changing
needs. Its umbrella-like  leaves represent our diversification of services.  Its
capacity  to bloom and give  fruit year  round,  is a symbol of  innovation  and
constant evolution.  The harmony of its leaves, shows our determination to offer
the best quality, personal service.

     At First  BanCorp we beleive in keeping a perfect  balance with our mission
as a leading financial institution and the well-being of the community.

                                       1




                         


F i n a n c i a l  H i g h l i g h t s

- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
In Thousands (Except for per share results)                         2000                 1999

Operating Results:
Net interest income                                                 $190,773         $185,733
Provision for loan losses                                             45,718           47,960
Other income                                                          50,032           32,862
Other operating expenses                                             113,050          101,272
Income tax provision                                                  14,761            7,288
Net income                                                            67,276           62,075
Per common share:
  Net income - basic                                                    2.22             2.00
  Net income - diluted                                                  2.21             1.98
Weighted Average Common Shares:
Basic                                                                 26,943           28,941
Diluted                                                               27,145           29,199


[GRAPHS]

                                       2




                         

                                                                      2000                1999
At Year End:
Assets                                                            $5,919,657       $4,721,568
Loans                                                              3,498,198        2,745,368
Allowance for loan losses                                             76,919           71,784
Investments                                                        2,233,216        1,811,164
Deposits                                                           3,345,984        2,565,422
Borrowings                                                         2,069,484        1,803,729
Capital                                                              434,461          294,902

[GRAPHS]




                                       3



Offices                       (P.R. GEOGRAPHIC MAP)


Branches - 48 Offices
Aguada         1
San Sebastian  1
Arecibo        1
Manati         1
Dorado         1
Bayamon        5
Guaynabo       1
San Juan       12
Carolina       5
Humacao        1
Caguas         4
Aguas Buenas   1
Cidra          1
Guayama        1
Cayey          1
Barranquitas   1
Ponce          2
Yauco          1
Cabo Rojo      1
Mayaguez       2
Saint Thomas   3
Saint Croix    1

Money Express - 26 Offices
Aguadilla      1
Isabela        1
San Sebastian  1
Arecibo        1
Manati         1
Vega Baja      1
Toa Baja       1
Bayamon        3
San Juan       3
Carolina       1
Rio Grande     1
Fajardo        1
Humacao        1
Caguas         1
Guayama        1
Cayey          1
Ponce          1
Barranquitas   1
Utuado         1
Yauco          1
Mayaguez       1
Caguas         1

First Leasing & Rental Corp - 6 Offices
Isabela        1
Bayamon        1
San Juan       2
Caguas         1
Guaynabo       1

Auto Loan Center - 1 Office
Mayaguez       1

Loan Center - 1 Office
Fajardo        1

Mortgage Loan Center - 4 Offices
Manati         1
San Juan       2
Carolina       1

Total 86 Offices


                                       4




Business Profile


                                                                         [PHOTO]
                                                                    Yagrumo Leaf

         First BanCorp (the  Corporation),  incorporated  in Puerto Rico, is the
holding  company for  FirstBank  (the Bank),  the second  largest  locally owned
commercial bank in Puerto Rico. First BanCorp, a Financial Holding Company which
operates  primarily in the Puerto Rico banking market,  had total assets of $5.9
billion as of December 31, 2000.  First BanCorp.  The Corporation  offers a wide
selection of financial  services to a growing  number of consumer and commercial
customers.  Commercial  loans,  consumer  loans,  mortgage  loans and investment
operations are the most important areas of its business.

         The  Corporation  has a $1.6  billion  portfolio of  commercial  loans,
commercial mortgages,  construction loans and other related commercial products.
Its commercial  clients include businesses of all sizes covering a wide range of
economic  activities.  First BanCorp has a $747 million portfolio of residential
mortgages. The institution also has $1.2 billion in consumer loans, concentrated
in auto loans and leases,  personal  loans and credit  cards.  Its $2.2  billion
investment portfolio consists mostly of U.S. government  securities and mortgage
backed securities. Through a strategic alliance with Paine Webber, First BanCorp
offers  brokerage  services  in  its  largest  branches.   Approximately   1,650
professionals   and  a  sophisticated   computer  system  support  the  business
activities of the Corporation.

         First  chartered  in 1948,  First  BanCorp was the first  savings  bank
established in Puerto Rico,  under the name of "First  Federal  Savings and Loan
Association".  It has  been a  stockholder  owned  institution  since  1987.  In
October, 1994, it became a Puerto Rico chartered commercial bank and assumed the
name of "FirstBank".  Effective  October 1, 1998, the Bank  reorganized,  making
FirstBank a subsidiary of the holding company First BanCorp.

         First BanCorp,  which is a  well-capitalized  institution under federal
standards,  operates 48 full service branches including four offices in the U.S.
Virgin Islands. The Corporation also has one auto loan center, one personal loan
center and four mortgage  loan centers in Puerto Rico. A second tier  subsidiary
of First  BanCorp,  Money  Express,  operates 26 small loan  offices  through

                                       5



     out Puerto Rico.  First BanCorp also has a second tier subsidiary  known as
First  Leasing and Rental Corp.  which rents and leases motor  vehicles from its
six offices in Puerto Rico.

         First  BanCorp  has  distinguished   itself  by  providing   innovative
marketing  strategies  and novel products to attract  clients.  Besides its main
branches  and  specialized  lending  offices,  the  Corporation  has  offered  a
telephone  information service called "Telebanco" since 1983. This was the first
telebanking service offered in Puerto Rico. First BanCorp clients have access to
an extensive ATM network covering the U.S. Virgin Islands, the U.S. mainland and
the rest of the world. The Corporation was also the first in Puerto Rico to open
on  weekends  and the first to offer  in-store  branches to its  clients.  First
BanCorp was also the first banking institution in Puerto Rico with a presence on
the internet. The Corporation offers a wide menu of internet banking services to
its clients.

         First  BanCorp  and  its   subsidiaries  are  subject  to  supervision,
examination  and regulation by the Federal  Reserve Board,  the Federal  Deposit
Insurance  Corporation and the Commissioner of Financial  Institutions of Puerto
Rico.

         First  BanCorp is committed to providing  the most  efficient  and cost
effective  banking  services  possible.  Management's  goal is to be the premier
financial  institution  in Puerto Rico and a leader in  financial  products  and
services.  First BanCorp's Management work constantly to exceed the expectations
of its stockholders, clients and employees.


                                       6



President's Letter



                                                                         [PHOTO]
                                                  Angel Alvarez-Perez, President

To our stockholders:

         On  behalf of the Board of  Directors  and staff of First  BanCorp I am
pleased to submit our annual  report for 2000,  another  record  year.  In 2000,
First BanCorp earned $67.3 million,  representing $2.22 per common share (basic)
and $2.21 per common share  (diluted).  These  earnings  compare  favorably with
1999, when the Corporation earned $62.1 million,  which came to $2.00 per common
share (basic) or $1.98 per common share (diluted). Net income increased 8.4% and
diluted earnings per share rose 11.6% in 2000. These achievements  continued our
record of consistent earnings growth.

                                       7



Growth and Diversification

         Profits grew in spite of high interest rates during 2000. The growth of
the loan portfolio, strict controls over operating costs, and increases in other
income all helped to make this performance possible.

         Our business grew  substantially  in 2000.  Total assets  increased 25%
from $4.7 billion at the end of 1999 to $5.9 billion on December 31, 2000. Loans
grew by $753 million. Much of this growth took place in commercial, construction
and commercial  mortgage  lending,  which expanded by $431 million.  Residential
mortgage loans also grew $27 million. This pattern of growth provides additional
diversification in the loan portfolio, which used to be concentrated in consumer
lending.  Consumer loans and leases were 57% of the loan portfolio at the end of
1997,  compared  with  33%  at  December  31,  2000.  We  are  maintaining  high
underwriting standards in all lending areas.

         To  support  future  growth,   First  BanCorp  issued  $75  million  of
additional  preferred  stock during 2000.  This issuance  brings total preferred
stock to $165  million,  allowing the  Corporation  to maintain  strong  capital
ratios as it continues growing.

         During the past year our efficiency ratio averaged  46.95%,  almost the
same as the very  favorable  46.33% of 1999.  Other  income  increased  by $17.2
million,  of which  $6.5  million  were  gains on the sale of  investments.  The
remaining  $10.7  million  represented   additional  services  provided  by  the
Corporation  including  investment  banking  services,  services  to  commercial
clients,  and  others.  We  expect  fee  income  to  grow  as  we  increase  the
sophistication  of the services  offered while delivering them to a growing base
of clients.

Improving Service to Corporate Clients

         During  1999,  we took  several  steps to  expand  commercial  lending,
including the  recruitment  of senior  executives  from major money center banks
with local experience and established relationships. In mid-1999 the Corporation
acquired  the  Puerto  Rico  operations  of  the  Royal  Bank  of  Canada.  This
transaction gave us a seasoned  portfolio of commercial loans and an established
branch in Hato Rey, the commercial and financial center of the Island.

         In 2000 we  built  on  these  achievements,  expanding  the  commercial
portfolio and improving corporate services.  The Corporation offers an extensive
menu of services  to  corporate  clients.  We provide  international  letters of
credit, a VISA corporate credit card offer,  direct deposit of payroll,  service
point  of  sale  transactions,  and a  selection  of cash  management  accounts.
Achieving  this level of service has required  continual  investments in new and
more  sophisticated  technology.  We are committed to providing state of the art
services to all of our corporate customers.

Remaking Retail Operations

         We  continue  remaking  the  Corporation's   retail   operations.   The
Corporation  relocated three branches during 2000, mainly to shopping malls. The
strategy  has been to make our  facilities  more  accessible  by adding  parking
space,  drive through lanes and extending  branch  operating  hours. In 2001 the
Corporation will relocate one office while opening a new branch in Guaynabo,  an
upper middle class suburb of San Juan.


                                       8




         In 1999 the  Corporation  introduced  two innovative  deposit  accounts
which reward clients for transactions such as loans and ATM transactions. During
2000 the  Corporation  promoted this account,  and these deposits  reached $77.9
million by year end.

         We are also inaugurating an internet banking system so that our clients
can do their banking from home.  Customers who want personal  attention can take
advantage  of our  extensive  telephone  services  or visit one of our 48 branch
offices.

         During  2000  the   Corporation   began   upgrading  the  software  and
communications  tools which record routine transactions in our branches and link
them to the central  offices.  Similar upgrades have also been done for our call
centers.  As part of this  process we carried out a thorough  analysis of branch
work flow and  procedures.  When this process is completed at the end of 2001 we
will have a state of the art  communications  and data processing system for our
branches.  These changes  should  significantly  increase the  efficiency of our
tellers.

         We have also made a commitment to promote the environmental  quality of
Puerto Rico by supporting the Puerto Rico  Conservation  Trust.  As part of this
program we launched a new savings account for children which includes membership
in the  Conservation  Trust.  We  also  added  an  affinity  card  which  allows
cardholders to contribute to the Conservation Trust by using their cards.

                                                                         [PHOTO]
                                                                    Yagrumo Leaf


         The  Corporation  has  placed  commercial  and  mortgage  loan desks in
certain key branch  offices.  Many of our clients have also taken advantage of a
business  arrangement in which Paine Webber places brokers in certain  branches.
At the end of 2000 these brokerage  accounts  totaled $34 million.  Paine Webber
currently maintains offices in 12 FirstBank branches.

Laying the Groundwork for Diversification

     In September First BanCorp  purchased First Virgin Islands Savings and Loan
Corp, a $56 million bank in St. Thomas.  This acquisition  builds on last year's
purchase of a Citibank branch in the same area, giving the Bank four branches in
the U.S. Virgin Islands.

         In investment  banking,  First BanCorp  reached an agreement  last year
with Goldman,  Sachs & Co. to participate in issuance of bonds by the Government
Development Bank of Puerto Rico. During 2000 the Corporation participated in six
transactions  totaling $3.8 billion,  including the first  issuance of municipal
bonds through the internet.

                                       9



         During 2000 First BanCorp  reorganized as a Financial  Holding Company.
This change will allow us to enter new lines of  business.  We expect to open an
insurance  agency in Puerto  Rico during  2001.  This change is part of our long
term strategy to diversify sources of revenue.

Enhancing Shareholder Value

                  These  efforts  have paid off in strong  earnings  growth  for
2000,  with a return on equity of  21.22%,  compared  with  21.06% in 1999.  The
return on common  equity was  27.83%,  well above the 24.68% of 1999.  The stock
price has reflected these strong  results,  and our  shareholders  experienced a
total return of 16.35% on their investment during 2000. Investors who held First
BanCorp  stock over the ten year period  from  year-end  1990 to  year-end  2000
received a cumulative total return of 2,970%,  for an average annual growth rate
of 40.82% on their investment.

         The Corporation began a stock repurchase program five years ago. During
2000 First BanCorp  repurchased  1,642,400 shares,  bringing total activity over
the course of the program to 4,757,850 shares,  adjusted for splits, for a total
investment  of $84.4  million.  In  addition,  officers  and  directors of First
BanCorp own approximately 21 percent of its shares. This shows our confidence in
First BanCorp's future and our commitment to keep its fundamentals sound.

     As  First  BanCorp  begins  another  year of  growth  and  service,  we are
confident that the  Corporation is stronger and better  positioned than ever. We
have a truly  outstanding  group of  employees,  officers  and  directors.  I am
confident  that we can meet the challenges  ahead,  and that we will continue to
provide  outstanding  service to our clients,  while  benefiting  employees  and
stockholders in the years to come.


                                            /s/ Angel Alvarez-Perez
                                            Angel Alvarez-Perez
                                            Chairman
                                            President
                                            Chief Executive Officer


                                       10




[PHOTO]
Yagrumo Leaf


                                       11





Achievements in 2000

         Record  profits made 2000 a successful  year for First  BanCorp.  Total
assets grew 25% to $5.9 billion.  In September the  Corporation  purchased First
Virgin Islands  Federal  Savings Bank, a $56 million  institution in St. Thomas,
U.S. Virgin Islands.  The Corporation acquired $44 million in loans, $38 million
in deposits  and one branch  office from this  transaction.  First  BanCorp also
introduced internet banking to supplement its 48 branch offices.

         Profits  continued  their growth as First BanCorp earned $67.3 million,
which  comes to $2.22  per  common  share  (basic)  or $2.21  per  common  share
(diluted). In 1999 the Corporation earned $62.1 million, the equivalent of $2.00
(basic) or $1.98  (diluted)  per common share.  Net income  increased by 8.4% in
2000, or 11.6% per share on a diluted  basis.  Net interest  income grew by $5.0
million.  Gains on sale of  investments  and trading  added $8.3  million to net
income in 2000.

         First  BanCorp's loans increased by $753 million for the year, of which
$431 million were commercial and construction  loans.  The investment  portfolio
grew by $422 million.  First BanCorp was able to maintain an efficiency ratio of
only 46.95% during 2000, almost the same as the 46.33% in 1999.

         During 2000 deposits  grew from $2.565  billion to $3.346  billion,  an
increase of $781 million.  Management  worked  intensively to improve the branch
network and upgrade its data  processing  systems.  Management  has been placing
commercial  loan  desks,  mortgage  officers  and  brokers in certain key branch
offices. The Corporation also began offering internet services for those clients
who like the convenience of banking from their homes.

                                       12





Diversifying Income

         Management  has  been  taking  steps  to  diversify  the  Corporation's
revenues by moving  toward fee based  activities  in some  areas.  In 2000 First
BanCorp began offering  brokerage  services in selected  branches  through a new
alliance with Paine Webber. This arrangement gives the Corporation's clients the
broadest  range of brokerage  and  financial  management  services  available in
Puerto Rico.  By year-end  accounts  managed  under this program had reached $34
million in 12 branches.

         Early in 2000 Management entered an agreement with Goldman, Sachs & Co.
to participate in bond issues by the Government Development Bank of Puerto Rico.
During 2000 the  Corporation  participated  in six  transactions  totaling  $3.8
billion.

         Finally,  First BanCorp  reorganized as a financial  holding company in
2000,  opening  the way for the  Corporation  to enter  new  lines  of  business
permitted by the Gramm Leach  Bliley Act.  Early in 2001  Management  expects to
open an insurance agency in Puerto Rico.

Improvements in the Balance Sheet

         Contributing to higher profits in 2000 was a significant improvement in
asset quality.  Three years ago Management  substantially improved its system of
underwriting consumer loans, introduced tighter approval procedures and improved
the  Corporation's  computer  systems.  The  quality of the loan  portfolio  has
improved  substantially as a result.  Loan write-offs net of recoveries amounted
to $42.0 million in 2000, as compared to $44.6 million in 1999 and $66.2 million
in 1998. The provision for loan losses has followed a similar trend,  from $76.0
million in 1998 to $48.0  million  in 1999  followed  by $45.7  million in 2000.
These  reductions took place even as the overall loan portfolio was growing from
$2.1 billion at the end of 1998 to $3.5 billion at the end of 2000.

         On  December  31,  2000  nonperforming  loans  totaled  $67.7  million,
compared to $53.8  million on the same date in 1999 and $57.0 million at the end
of 1998.  The increase in 2000 was  basically due to one large  commercial  loan
combined  with  nonperforming  loans in the  portfolio of First  Virgin  Islands
Federal Savings,  which First BanCorp acquired in September.  At the end of 2000
the ratio of non-performing  loans to total loans had fallen to 1.94%,  compared
with 1.96% at the end of 1999 and 2.69% at year-end 1998.

         Loan loss reserves have increased from $67.9 million at the end of 1998
to $71.8 million at year-end  1999 and $76.9  million on December 31, 2000.  The
reserve   coverage  ratio   (allowance  for  loan  losses  as  a  percentage  of
non-performing loans) has remained above 100%. It was 119.1% at the end of 1998,
133.4% at year-end  1999 and 113.6% at the end of 2000.  Management is committed
to continuing improvements in loan quality in coming years.

         During the fourth  quarter of 2000  Management  also  strengthened  the
capital  structure of First  BanCorp by issuing $75 million in preferred  stock.
This  transaction  brings total  preferred  stock to $165  million,  helping the
Corporation to maintain a solid and  conservative  capital  structure.



                                       13



     Although assets grew  substantially  during 2000 the Corporation's  capital
ratios  remained  strong.  The core  capital  ratio was 7.28% and the risk based
capital ratio was 14.43% as of December 31, 2000.

Increasing Shareholder Value

         The financial results reported here continue a trend of earnings growth
that has produced  excellent value for  shareholders.  First BanCorp's return on
average equity was 21.22% in 2000, while the return on average assets was 1.28%.
The return on common equity was 27.83%.  Dividends  were  increased in 2000, but
the payout ratio remained at a conservative 19.72% compared with 17.96% in 1999.
During 2000 the Corporation repurchased 1,642,400 common shares.

         First  BanCorp  shareholders  experienced  a total  return of 16.35% on
their  investment  during 2000.  Investors who held First BanCorp stock over the
ten year period from year-end 1990 to year-end 2000 received a cumulative  total
return of 2,970%.  This is equivalent to an average annual growth rate of 40.82%
on the original investment.

         Management is optimistic  about the future of First BanCorp.  The range
of  services  it  offers,   its  effective   network  of  offices  and  branches
supplemented  by new sales methods,  its dedicated staff and its reputation with
clients will all contribute to future earnings growth.  Management will continue
its efforts to improve First BanCorp's excellent  performance in 2001 and in the
years to come.

                                    [PHOTO]
                                  Yagrumo Leaf


                                       14




The Puerto Rico Economy


         The Island of Puerto Rico is a U.S.  Commonwealth  with a population of
3.8 million, located in the Caribbean approximately 1,600 miles southeast of New
York.  Puerto  Rico has been  enjoying  solid  economic  growth over most of the
1990's.  Real  GNP  grew  by  3.1%  in the  2000  fiscal  year.  Economists  are
forecasting a slowdown  during 2001 in line with  mainland  growth  trends.  The
Puerto Rico Planning Board projects real GNP growth in the range of 2.1% to 2.6%
for this fiscal year.

     Puerto Rico's  economic  performance is a natural result of its integration
with the U.S.  economy.  Puerto Ricans are U.S. citizens and serve in the United
States armed forces,  and the Island has several large U.S.  military bases. The
Island uses U.S. currency and forms part of the U.S.  financial system.  Federal
courts  enforce  U.S.  laws here.  Since  Puerto Rico falls  within the U.S. for
purposes of customs and migration,  there is full mobility of funds,  people and
goods between Puerto Rico and the U.S.  mainland.  Puerto Rico banks are subject
to the same  Federal  laws,  regulations  and  supervision  as  other  financial
institutions in the rest of the U.S. The Federal Deposit  Insurance  Corporation
insures the  deposits  of Puerto  Rico  chartered  commercial  banks,  including
FirstBank, the banking subsidiary of First BanCorp.

         Puerto  Rico made a rapid  transition  from  poverty  in the  immediate
postwar  period to  prosperity  today.  Throughout  this  process the Island has
attracted  industry using tax exemption.  Many  multinational  corporations have
substantial  operations here.  During 1996 Congress  repealed Section 936 of the
Internal  Revenue  Code,  which  provided  Federal tax  exemption  for companies
operating in Puerto Rico. However, Congress also provided a ten-year grandfather
clause for companies  already  operating here.  Because Puerto Rico has a fiscal
system independent from that of the U.S., it can fashion local tax incentives to
attract or retain businesses.

         Puerto Rico is becoming  somewhat less dependent on manufacturing  than
it was in the early postwar period.  Manufacturing attracted by tax exemption is
still an important part of the Island's economy.  Nevertheless,  Puerto Rico has
been  diversifying its economic base to include tourism,  business  services and
transportation.  As part of these  changes  the Island has been  receiving  U.S.
private investment in diverse areas such as hotels, financial services and large
retail  stores.  During the past year a  slowdown  in  manufacturing  growth was
balanced by strong construction activity, both private and public. Management is
optimistic about Puerto Rico's economic future.

                                       15





Board of Directors


[PHOTO}
From left to right: Angel Alvarez-Perez, Esq., Chairman
and German E. Malaret, M.D.

                                                                         [PHOTO]
                             From left to right: Annie Astor-Carbonell, C.P.A.,
                                     Angel L. Umpierre, C.P.A. and Jose Teixidor

                                       16



[PHOTO]
From left to right: Antonio Pavia Villamil, M.D.
Francisco D. Fernandez, Eng. and Rafael Bouet, Eng.

                                                                         [PHOTO]
             From left to right: Jorge L. Diaz Irizarry, Hector M. Nevares, Esq.
                                                         and Jose Julian Alvarez


                                       17


First  BanCorp  Officers

[PHOTO] From left to right:  Josianne M. Rosello,
Randolfo Rivera, Luis Cabrera, Miguel Mejias and Aida Garcia




                         

PRESIDENT

Angel Alvarez-Perez
Chief Executive Officer


SENIOR EXECUTIVE VICE PRESIDENTS

Annie Astor-Carbonell                     Luis M. Beauchamp
Chief Financial Officer                   Chief Lending Officer

EXECUTIVE VICE PRESIDENTS

Aurelio Aleman                            Fernando L. Batlle
Retail Banking                            Branch Banking, Mortgages

Ricardo N.Ramos                           Randolfo Rivera
First Securities                          Corporate Services

SENIOR VICE PRESIDENTS

Miguel Babilonia                          Luis Cabrera                                  Eva Candelario
Credit Policy & Portfolio Management      Treasury & Investments                        Corporate Business Development

Jim Crites                                Aida M. Garcia                                Michael Garcia
Sales and Distribution                    Human Resources                               Consumer Collection
Virgin Islands

Fernando Iglesias                         Roger Lay                                     Miguel Mejias
Special Loans & Credit Administration     Internal Audit                                Information Systems

John Ortiz                                Haydee Rivera                                 Julio Rivera
Remote Banking                            Branch Banking Operations                     Construction Lending

Carmen Rocafort
Structure Financing

Josianne M. Rosello                       Demetrio Santiago                             Hector Santiago
Marketing & Public Relations              Auto Wholesale Business                       Auto Business

Denisse Segarra                           Laura Villarino
Sales & Distribution                      Controller

                                       18


 [PHOTO] From left to right: Ricardo N.Ramos, Annie  Astor-Carbonell,  Aurelio
Aleman, Angel Alvarez-Perez, Laura Villarino, Luis M. Beauchamp and Fernando
L. Batlle


VICE PRESIDENTS

William Alvarez                           Jose H. Aponte
Area Business                             Commercial Mortgage

Beverly Bachetti                          Ana Colon                                  Lenitzia Delgado
Private Banking                           Centralized Accounting                     Corporate Services


David Gonzalez                            Wanda Cooper
Corporate Business Development            Customer Care Center

Nelson Gonzalez                           Eric Lopez                                    Marcelo Lopez
Structure Financing                       Corporate Banking                             Regional Sales Manager



Juanita Marrero                           Ivan Martinez                                 Jose Negron
First Mortgage                            Project Manager                               Auto Asset & Disposition

Luis Orengo                               Eduardo Ortiz                                 Maria Cristina Oruna
Commercial Loans                          Auto Wholesale                                Customer Relationship Management

Osvaldo Padilla
Corporate Business

Reynaldo Padilla                          Miguel Pimentel
Auto Finance                              Corporate Business Development

Dionisio Ramirez                          Jorge Rendon                                  Migdalia Rivera
Construction Loans                        Operational Support                           Community Banking

Sandra Rivera                             Belinda Rodriguez                             Jose L. Rodriguez
Auto Collection                           Remote Sales                                  Information Systems


Elizabeth Sanchez                         Roberto Sanchez                               Ramon Santiago
Marine Financing                          Credit Risk                                   Asset Based Unit

Miguel Santin                             Carmen Szendrey
Corporate Banking                         Legal Counsel

Carmen Torres                             Raphael Torres
Senior Sales Manager                      Regional Sales Manager



                                       19




                                                                    SUBSIDIARIES



FIRST FEDERAL FINANCE CORPORATION
DBA MONEY EXPRESS "LA FINANCIERA"

     Angel Alvarez-Perez
      Chief Executive Officer

     Aurelio Aleman
     President and Chief Operating
      Officer

      Carlos Power
     Vice President and General Manager


FIRST LEASING AND RENTAL CORPORATION

       Angel Alvarez-Perez, Esq.
      Chief Executive Officer

       Aurelio Aleman
      President and Chief Operating
       Officer

       Agustin Davila
      General Manager



                                       20





                                    [PHOTO]
                                  Yagrumo Leaf

                                       21





                         

SELECTED FINANCIAL DATA
Year ended December 31,                                        2000                    1999                 1998          1997
                                                                      (In thousands except for per share results)
Condensed Income Statements:
    Total interest income                                    $463,388                $369,063               $321,298      $285,160
    Total interest expense                                    272,615                 183,330                155,130       130,429
    Net interest income                                       190,773                 185,733                166,168       154,731
    Provision for loan losses                                  45,719                  47,961                 76,000        55,676
    Other income                                               50,032                  32,862                 58,240        39,866
    Other operating expenses                                  113,049                 101,271                 91,798        83,268
    Unusual item - SAIF assessment
    Income before income tax provision, extraordinary item
      and cumulative effect of accounting change               82,037                  69,363                 56,610        55,653
    Provision for income tax                                   14,761                   7,288                  4,798         8,125
    Income before extraordinary item and
      cumulative effect of accounting change                   67,276                  62,075                 51,812        47,528
    Extraordinary item
    Cumulative effect of accounting change
    Net income                                                 67,276                  62,075                 51,812        47,528
Per Common Share Results (1):
    Income before extraordinary item and
     cumulative effect of accounting change                     $2.21                   $1.98                  $1.74         $1.58
    Extraordinary item
    Cumulative effect of accounting change
    Net income per common share - diluted                       $2.21                   $1.98                  $1.74         $1.58
    Cash dividends declared                                     $0.44                   $0.36                  $0.30         $0.24
    Average shares outstanding                                 26,943                  28,941                 29,586        30,036
    Average shares outstanding - diluted                       27,145                  29,199                 29,858        30,204
Balance Sheet Data:
    Loans and loans held for sale                          $3,498,198              $2,745,368             $2,120,054    $1,959,301
    Allowance for possible loan losses                         76,919                  71,784                 67,854        57,712
    Investments                                             2,233,216               1,811,164              1,800,489     1,276,900
    Total assets                                            5,919,657               4,721,568              4,017,352     3,327,436
    Deposits                                                3,345,984               2,565,422              1,775,045     1,594,635
    Borrowings                                              2,069,484               1,803,729              1,930,488     1,458,148
    Total common equity                                       269,461                 204,902                270,368       236,379
    Total equity                                              434,461                 294,902                270,368       236,379
    Book value per common share, end of year                    10.20                    7.30                   9.17          7.93
Regulatory Capital Ratios (In Percent):
    Total capital to risk weighted assets                       14.43                   16.16                  17.39         17.26
    Tier 1 capital to risk weighted assets                      11.23                   11.64                  11.55         11.07
    Tier 1 capital to average assets                             7.28                    7.47                   6.59          7.44
Selected Financial Ratios (In Percent):
    Net income to average total assets                           1.28                    1.49                   1.48          1.63
    Interest rate spread (2)                                     3.38                    4.29                   4.76          5.30
    Net interest income to average earning assets (2)            3.91                    4.85                   5.27          5.83
    Yield on average earning assets (2)                          9.21                    9.29                   9.83         10.45
    Cost on average interest bearing liabilities                 5.83                    5.00                   5.07          5.15
    Net income to average total equity                          21.22                   21.06                  20.54         22.30
    Net income to average common equity                         27.81                   24.68                  20.54         22.30
    Average total equity to average total assets                 6.05                    7.07                   7.22          7.32
    Dividend payout ratio                                       19.72                   17.96                  17.12         15.14
    Efficiency ratio (3)                                        46.95                   46.33                  40.91         42.79
Offices:
    Number of full service branches                                48                      48                     40            36
    Loan origination offices                                       38                      41                     45            44
(1) Amounts  presented were  recalculated,  when  applicable,  to  retroactively
consider the effect of common stock splits.
(2) Ratios for 1993 and  thereafter
were computed on a taxable equivalent basis.
(3) Other operating expenses to the
sum of net interest income and other income.



                                       22





                         


                          1996                1995             1994                1993             1992           1991


                       $256,523            $208,488          $180,309           $159,433          $158,993       $171,789
                        113,027              96,838            76,674             72,413            85,986        109,942
                        143,496             111,650           103,635             87,020            73,007         61,847
                         31,582              30,894            17,674             18,669            13,596         16,444
                         29,614              48,268            18,169             17,123            13,563         18,895
                         82,498              65,628            60,760             56,994            54,745         51,423
                          9,115

                         49,915              63,396            43,370             28,480            18,229         12,875
                         12,281              14,295            12,385              6,525             2,879          1,420

                         37,634              49,101            30,985             21,955            15,350         11,455
                                                                 (429)                                (870)        (1,400)
                                                                                   6,840
                         37,634              49,101            30,556             28,795            14,480         10,055


                          $1.22               $1.58             $1.01              $0.63             $0.37          $0.26
                                                                (0.02)                               (0.02)         (0.04)
                                                                                    0.21
                          $1.22               $1.58             $0.99              $0.84             $0.35          $0.22
                          $0.20               $0.08               N/A                N/A               N/A            N/A
                         30,794              30,592            29,977             29,322            28,584         28,584
                         30,952              31,118            30,859             32,946            34,065         33,237

                     $1,896,074          $1,556,606        $1,501,273         $1,237,928        $1,182,409     $1,264,380
                         55,254              55,009            37,413             30,453            30,474         29,001
                        830,980             785,747           595,555            603,373           636,781        564,431
                      2,822,147           2,432,816         2,174,692          1,913,902         1,888,754      1,898,399
                      1,703,926           1,518,367         1,493,445          1,398,247         1,359,448      1,396,066
                        884,741             698,097           536,278            399,442           413,403        405,885
                        191,142             171,202           120,015             92,785            50,194         38,410
                        191,142             171,202           120,015             92,785            88,622         74,146
                           6.32                5.51              3.99               3.14              1.75           1.35

                          15.25               16.17              9.76               9.05              9.32           7.08
                           9.32                9.93              8.50               7.79              8.06           5.75
                           6.65                6.82              5.74               4.70              4.60           3.74

                           1.48                2.22              1.53               1.53               .78            .53
                           5.46                5.07              5.23               4.73              3.66           3.19
                           6.03                5.59              5.65               5.10              4.04           3.39
                          10.63               10.12              9.63               9.10              8.80           9.41
                           5.17                5.05              4.40               4.37              5.14           6.22
                          20.49               33.19             29.07              30.36             17.70          14.38
                          20.49               33.19             29.07              39.68             26.37          20.20
                           7.23                6.68              5.27               5.05              4.38           3.67
                          16.32                5.06               N/A                N/A               N/A            N/A
                          47.66               41.04             49.88              54.73             63.24          63.69

                             36                  36                32                 33                33             33
                             47                  43                23                  9                 4              1




                                       23



     MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

FINANCIAL REVIEW SUMMARY

         For the year 2000, First BanCorp (the Corporation) recorded earnings of
$67,275,609  or $2.22 per  common  share  (basic)  and $2.21  per  common  share
(diluted),  compared to  $62,074,949 or $2.00 per common share (basic) and $1.98
per common share  (diluted) for 1999, and  $51,812,387 or $1.75 per common share
(basic) and $1.74 per common share (diluted) for 1998.

         The increase in the  Corporation's  earnings are  attributed to the net
interest  income  earned on the  growing  portfolio  of  earning  assets,  other
operating  income,  improvements in asset quality resulting in a lower provision
for loan losses, and controls over operating  expenses.  For 2000 as compared to
1999,  net income  increased by $5,200,660 or $0.23 per common share  (diluted),
and for 1999 as  compared  to 1998,  by  $10,262,562  or $0.24 per common  share
(diluted).

         Return on average  assets was 1.28% for 2000,  1.49% for 1999 and 1.48%
for 1998.  Return on average  equity  was  21.22% for 2000,  21.06% for 1999 and
20.54% for 1998. Return on average common equity was 27.81% for 2000, 24.68% for
1999 and 20.54% for 1998.

RESULTS OF OPERATIONS

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

Net Interest Income

         Net  interest  income  increased  to $191  million  for 2000  from $186
million in 1999 and $166  million in 1998.  This  improvement  results  from the
continuous  increase in the average volume of interest  earning assets net of an
increase in the average  volume of interest  bearing  liabilities  to fund those
assets.  This is  reflected  in an increase  in the  average  volume of interest
earning  assets  of  $1,023  million  for 2000 as  compared  to 1999 and of $721
million for 1999 as compared to 1998. Interest bearing liabilities  increased by
$1,007  million  for 2000 as  compared  to 1999 and by $606  million for 1999 as
compared to 1998.

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


                                       24





                         


Part I                                  Average volume             Interest income (1) / expense     Average rate (1)
Year ended December 31,          2000         1999          1998       2000       1999   1998     2000     1999      1998
                                                                  (Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------
Earning Assets:
Deposits at banks and other
 short-term investments      $      9,293  $   27,344  $   40,766   $    527   $   450  $  2,028  5.67%    1.65%    4.97%
Government obligations            528,903     415,742     319,777     36,043    24,997    19,984  6.81%    6.01%    6.25%
Mortgage backed securities      1,457,044   1,294,195   1,032,632    100,415    92,157    77,463  6.89%    7.12%    7.50%
Other investment                   51,508      18,646       1,150      4,366     1,598       186  8.48%    8.57%   16.14%
FHLB stock                         18,008      16,170      10,252      1,249     1,101       743  6.94%    6.81%    7.25%
                              -----------  ----------------------  ---------  -------- -----------
  Total investments             2,064,756   1,772,097   1,404,577    142,600   120,303   100,404  6.91%    6.79%    7.15%
                                ---------   --------- -----------    -------   -------  --------
Consumer loans                  1,026,044   1,013,782   1,032,704    140,635   138,130   139,309 13.71%   13.63%   13.49%
Residential real estate loans     573,866     327,700     290,564     49,115    30,754    30,807  8.56%    9.38%   10.60%
Construction loans                169,257      94,940      19,169     18,251     9,216     1,852 10.78%    9.71%    9.66%
Commercial loans                1,210,783     847,917     613,697    110,808    75,879    56,239  9.15%    8.95%    9.16%
Finance leases                    103,114      68,577      43,108     12,499     9,080     6,022 12.12%   13.24%   13.97%
                             ------------  ---------- ----------- -------------------- ---------
   Total loans (2)              3,083,064   2,352,916   1,999,242    331,308   263,059   234,229 10.75%   11.18%   11.72%
                              ----------- ----------- -----------  --------- ---------  --------
   Total earning assets        $5,147,820  $4,125,013  $3,403,819   $473,908  $383,362  $334,633  9.21%    9.29%    9.83%
                               ==========  ==========  ==========   ========  ========  ========
Interest Bearing Liabilities:
Interest bearing checking
 accounts                   $     162,456 $   140,690 $   123,847  $   5,546 $   4,931  $  4,487  3.41%    3.50%    3.62%
Savings accounts                  433,937     413,662     398,249     12,792    12,381    11,717  2.94%    2.99%    2.94%
Certificate accounts            2,173,244   1,373,263     972,433    134,945    73,177    54,214  6.20%    5.33%    5.58%
                             ------------   --------- -----------   --------    ------    ------
Interest bearing deposits       2,769,637   1,927,615   1,494,529    153,283    90,489    70,418  5.53%    4.69%    4.71%
Other borrowed funds            1,851,524   1,728,913   1,559,892    116,130    92,370    84,460  6.27%    5.34%    5.41%
FHLB advances                      51,053       8,451       4,515      3,201       471       252  6.27%    5.57%    5.58%
                          -------------------------------------------------------------------------
  Total interest bearing
     liabilities             $  4,672,214  $3,664,979  $3,058,936   $272,614  $183,330  $155,130  5.83%    5.00%    5.07%
                             ============  ==========  ==========   ========  ========  ========

Net interest income                                                 $201,294  $200,032  $179,503
                                                                    ========  ========  ========
Interest rate spread                                                                              3.38%    4.29%    4.76%
Net interest margin                                                                               3.91%    4.85%    5.27%

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



                                       25





                         

Part II                                          2000 compared to 1999               1999 compared to 1998
                                                   Increase (decrease)                  Increase (decrease)
                                                         Due to:                              Due to:
                                              Volume       Rate         Total      Volume     Rate        Total
                                                                          (In thousands)
                                             ----------------------------------------------------------------------
Earning assets:
Deposits at banks and other
 short-term investments                     $   (661)     $   738    $    77      $  (521)   $(1,057)    $(1,578)
Government obligations                         7,413        3,633     11,046        5,884       (871)      5,013
Mortgage backed securities                    11,410       (3,152)     8,258       19,123     (4,429)     14,694
Other investment                               2,742           26      2,768        2,143       (731)      1,412
FHLB stock                                       128           20        148          416        (58)        358
                                            --------     --------    -------     --------   --------  ----------
   Total investments                          21,032        1,265     22,297       27,045     (7,146)     19,899
                                              ------      -------     ------       ------     -------   --------
Consumer loans                                 1,678          827      2,505       (2,565)     1,386      (1,179)
Residential real estate loans                 22,086       (3,724)    18,362        3,711     (3,765)        (54)
Construction loans                             7,915        1,120      9,035        7,355          9       7,364
Commercial loans                              33,172        1,757     34,929       21,212     (1,572)     19,640
Finance leases                                 4,380         (961)     3,419        3,465       (406)      3,059
                                            --------      -------   --------      -------    -------     -------
    Total loans                               69,231         (981)    68,250       33,178     (4,348)     28,830
                                             -------      -------    -------       ------     ------      ------
    Total interest income                     90,263          284     90,547       60,223    (11,494)     48,729
                                             -------      -------    -------       ------    -------      -------
Interest bearing liabilities:
Deposits                                      44,546       18,248     62,794       20,368       (297)      20,071
Other borrowed funds                           6,881       16,879     23,760        9,091     (1,181)       7,910
FHLB advances                                  2,664           66      2,730          219          0          219
                                           --------- ------------   --------    --------------------     --------
    Total interest expense                    54,091       35,193     89,284       29,678     (1,478)      28,200
                                            --------    ---------    -------     --------   --------       ------
Change in net interest income                $36,172     $(34,909)   $ 1,263      $30,545   $(10,016)     $20,529
                                             =======     ========    =======      =======   ========      =======


         Total  interest  income  includes  tax  equivalent  adjustments  of $11
million, $14 million and $13 million for 2000, 1999, and 1998, respectively.  On
a tax equivalent  basis,  net interest income increased to $201 million for 2000
from $200 million for 1999,  and $180 million for 1998. The interest rate spread
and net interest margin amounted to 3.38% and 3.91%, respectively,  for 2000, as
compared  to 4.29% and  4.85%,  respectively,  for 1999 and to 4.76% and  5.27%,
respectively,  for 1998.  The  reduction  in the  interest  rate  spread and net
interest  margin for 2000 is mainly due to the increase in the average volume of
lower yielding  investments,  commercial loans and residential real estate loans
when  compared to the  average  volume of higher  yielding  consumer  loans.  In
addition,  the interest  rate spread and margin were also affected by the higher
interest rates on funding costs, which prevailed throughout the year.

         2000 compared to 1999

         On a tax equivalent  basis interest income increased by $91 million for
2000 as compared to 1999. On a tax equivalent  basis the yield on earning assets
was 9.21% for 2000 as  compared  to 9.29% for 1999.  The  increase  in  interest
income results from the growth in the average volume of interest  earning assets
of $1,023 million in 2000.

         For the loan  portfolio,  the  growth  in 2000 of $363  million  in the
average  volume of commercial  loans  (including  commercial  real estate loans)
represented an increase of $33 million in interest income due to volume,  and an
increase of $2 million in interest income due to rate. The average  portfolio of
construction  loans  increased by $74 million for 2000,  representing a positive
volume  variance of $8 million and a positive rate  variance of $1 million.  The
average  portfolio of residential  mortgage loans  increased by $246 million for
2000,  representing  a positive  volume  variance  of $22  million.  The average
finance lease

                                       26




     portfolio  (mostly  composed of consumer loans) increased by $35 million in
2000, representing a positive volume variance of $4 million. The increase of $12
million in the average volume of consumer loans in 2000,  represented a positive
variance in interest  income due to volume of $2  million.  The  increase in the
commercial real estate,  construction  and commercial  loans portfolio  resulted
from  the  Corporation's  strategy  to  diversify  its  asset  base,  which  was
concentrated in higher risk consumer loans.

         For the investment  portfolio,  the average  volume of mortgage  backed
securities  increased  by $163  million  in 2000.  The tax  equivalent  yield on
mortgage backed securities was 6.89% in 2000 and 7.12% in 1999. The portfolio of
mortgage  backed  securities  contributed  $11 million in interest income due to
volume net of $3 million  decrease in interest  income due to rate.  The average
volume of government  obligations increased by $113 million for 2000 as compared
to 1999, causing a total increase in interest income of $11 million.

         Interest expense increased by $89 million for 2000 as compared to 1999.
This was the result of the  increase in the average  volume of interest  bearing
liabilities  of $1,007  million for 2000 as  compared to 1999 which  generated a
volume  variance  of $54  million,  together  with an  increase  in the  cost of
interest bearing  liabilities from 5.00% for 1999 to 5.83% for 2000 which caused
a rate variance of $35 million for 2000 as compared to 1999.

         1999 compared to 1998

         On a tax equivalent  basis interest income increased by $49 million for
1999 as compared to 1998. On a tax equivalent  basis the yield on earning assets
was 9.29% for 1999 as  compared  to 9.83% for 1998.  The  increase  in  interest
income results from the growth in the average of interest earning assets of $721
million in 1999.

         For the loan  portfolio,  the  growth  in 1999 of $234  million  in the
average  volume of commercial  loans  (including  commercial  real estate loans)
represented an increase of $21 million in income due to volume, partially offset
by a  reduction  of $2  million in  interest  income  due to rate.  The  average
portfolio of construction loans increased by $76 million for 1999,  representing
a positive volume variance of $7 million.  The average  portfolio of residential
mortgage loans increased by $37 million for 1999, representing a positive volume
variance of $4 million.  The average finance lease portfolio (mostly composed of
consumer loans) increased by $26 million in 1999, representing a positive volume
variance of $4  million.  The  decrease of $19 million in the average  volume of
consumer  loans in 1999 caused a negative  variance  in  interest  income due to
volume of $3 million.  The increase in the commercial real estate,  construction
and  commercial  loans  portfolio  resulted from the  Corporation's  strategy to
diversify its asset base, which was concentrated in consumer loans. The consumer
loan  portfolio  decreased  as a result  of the  tighter  underwriting  policies
implemented during 1997.

         For the investment  portfolio,  the average  volume of mortgage  backed
securities  increased  by $262  million  in 1999.  The tax  equivalent  yield on
mortgage backed securities was 7.12% in 1999 and 7.50% in 1998. The portfolio of
mortgage  backed  securities  contributed  $19 million in interest income due to
volume net of $4 million  decrease in interest  income due to rate.  The average
volume of government  obligations  increased by $96 million for 1999 as compared
to 1998, causing a total increase in interest income of $5 million.

         Interest expense increased by $28 million for 1999 as compared to 1998.
This was the result of the  increase in the average  volume of interest  bearing
liabilities of $606 million for 1999 as compared to 1998 with a volume  variance
of $30  million.  However,  the  increase  in volume was  partially  offset by a
decrease  in the cost of  interest  bearing  liabilities  from 5.07% for 1998 to
5.00% for 1999  causing a  positive  rate  variance  of $2  million  for 1999 as
compared to 1998.


                                       27






Provision for Loan Losses

     During 2000,  the  Corporation  provided  $46 million for loan  losses,  as
compared to $48 million in 1999 and $76 million in 1998.  The provision for loan
losses  recorded  in  2000  reflects  the  decrease  in net  charge-offs  due to
improvements in the credit quality of the loan portfolio.  The reserve allocated
to consumer  loans has  decreased as a result of the decrease in the loss ratio.
Net charge offs for 2000 amounted to $42 million, as compared to net charge offs
for 1999 of $45 million and of $66 million for 1998.  Net charge offs to average
loans  outstanding has improved to 1.36% as compared to 1.90% and 3.31% for 1999
and 1998, respectively.

         The  allowance  activity  for  2000,  and  previous  four  years was as
follows:

                         

Year ended December 31,                                           2000            1999          1998           1997        1996
                                                                                         (Dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------------------------
Allowance for loan losses, beginning of period                 $71,784         $67,854       $57,712        $55,254     $55,009
Provision for loan losses                                       45,719          47,960        76,000         55,675      31,582
                                                              --------         -------      --------        -------    --------
Loans charged off:
       Commercial                                               (3,463)           (825)         (880)          (881)     (1,273)
       Finance leases                                           (2,145)           (793)       (3,438)        (1,399)       (161)
       Consumer                                                (46,223)        (52,047)      (67,906)       (57,311)    (33,295)
Recoveries                                                       9,807           9,048         6,034          6,374       3,292
                                                              --------        --------      --------      ---------   ---------
Net charge offs                                                (42,024)        (44,617)      (66,190)       (53,217)    (31,437)
                                                               -------         -------       -------       --------    --------
Other adjustments                                                1,440             587           332        _______         100
                                                              --------      ----------    ----------                 ----------
Allowance for loan losses, end of period                       $76,919         $71,784       $67,854        $57,712     $55,254
                                                               =======         =======       =======        =======     =======
Allowance for loan losses to year end total
 loans and loans held for sale                                   2.20%           2.61%         3.20%          2.95%       2.91%
Net charge offs to average loans
 outstanding during the period                                   1.36%           1.90%         3.31%          2.79%       1.80%


         The Corporation maintains the allowance for loan losses at a level that
Management  considers  adequate to absorb losses inherent in the loan portfolio.
The adequacy of the allowance  for loan losses is reviewed on a quarterly  basis
as  part  of the  continuing  evaluation  of the  quality  of the  assets.  This
evaluation  is  based  upon a  number  of  factors,  including  the  followings:
historical  loan  loss  experience,   projected  loan  losses,   loan  portfolio
composition,   current  economic  conditions,   fair  value  of  the  underlying
collateral, financial condition of the borrowers, and, as such, includes amounts
based on judgments and estimates made by Management.




                                       28




                         

Other Income

         The following table presents the composition of other income.

Year ended December 31,                                   2000              1999              1998
                                                                     (In thousands)
- -------------------------------------------------------------------------------------------------------
Other fees on loans                                    $19,913          $ 12,887          $11,158
Service charges on deposit accounts                      8,898             8,540            7,844
Fees on loans serviced for others                          524               864            1,617
Rental income                                            2,434             2,610            2,292
Other commissions                                        1,340
Other operating income                                   8,654             6,592            5,137
                                                      --------          --------          -------
Other income before gain on
 sale of investments and trading                        41,763            31,493           28,048
Gain on sale of investments                              7,850             1,377           26,827
Trading income(loss)                                       419                (8)           3,365
                                                    ----------      ------------        ---------
    Total                                              $50,032           $32,862          $58,240
                                                       =======           =======          =======


         Other income primarily consists of service charges on deposit accounts,
fees on loans,  servicing  income,  commissions  derived  from  various  banking
activities, the results of trading activities and gains on sale of investments.

         Other fees on loans consist mainly of credit card fees and late charges
collected on loans. The increase in this source of income to $20 million in 2000
from  $13  million  in 1999  and $11  million  in 1998  was  mainly  due to fees
generated on the increased  portfolio of loans,  and to the  elimination  on the
prohibition of certain credit card fees in Puerto Rico.

         Service charges on deposit  accounts  represent an important and stable
source of other income for the Corporation, amounting to $9 million for 2000 and
1999, and to $8 million for 1998.

         Fees on loans serviced for others primarily  reflect the servicing fees
on residential  mortgage loans  originated by the Corporation  and  subsequently
securitized.  The decrease in this account is due to the total repayment in 1999
of the auto loan portfolio securitized in 1995.

         The  Corporation's  second tier  subsidiary,  First  Leasing and Rental
Corporation,  generates income on the rental of various types of motor vehicles.
This source of income has  averaged  approximately  $2 million in the past three
years.

         In 2000 the  Corporation  earned $1 million in other  commissions  as a
result of the agreement with Goldman, Sachs & Co., to participate in bond issues
by the Government Development Bank of Puerto Rico.

     The other operating income category is composed of various types of service
fee such as check fees and rental of safe deposit boxes.  Other operating income
also includes  earned  discounts on tax credits  purchased and utilized  against
income tax  payments,  and other fees  generated on the  increased  portfolio of
commercial loans.

         Gains on sale of investment  securities amounted to $8 million in 2000,
$1  million  in 1999  and $27  million  in  1998.  These  gains  reflect  market
opportunities  that  arose  and  that  are in  consonance  to the  Corporation's
investment policies.


                                       29





                         

Other Operating Expense

         Other operating  expenses amounted to $113 million for 2000 as compared
to $101 million for 1999 and $92 million for 1998. The following  table presents
the components of other operating expenses.

Year ended December 31,                                   2000              1999             1998
                                                                     (In thousands)
- ---------------------------------------------------------------------------------------------------------
Salaries and benefits                                $  50,014          $ 48,546          $43,185
Occupancy and equipment                                 22,792            20,137           18,155
Deposit insurance premium                                  547             1,096              971
Other taxes and insurance                                6,355             5,683            5,607
Professional and service fees                            8,740             6,672            5,820
Business promotion                                       8,468             5,896            5,922
Communications                                           5,573             4,667            4,330
Real estate owned operations                                79              (303)              42
Amortization of debt issue costs                           320               612              691
Expense of rental equipment                              1,525             1,478            1,226
Other                                                    8,637             6,789            5,849
                                                   -----------        ----------        ---------                  -
    Total                                             $113,050          $101,273          $91,798
                                                      ========          ========          =======


         Management's   goal  has  been  to  make   expenditures  that  directly
contribute to increase the efficiency and profitability of the Corporation. This
control over other operating expenses has been an important factor  contributing
to the increase in earnings in recent years. The Corporation's efficiency ratio,
which is the ratio of other operating expenses to the sum of net interest income
and other income,  was 46.95% for 2000 as compared to 46.33% and 40.91% for 1999
and 1998, respectively.

     The  increase in  operating  expenses  for 2000 is mainly the result of the
investments made in new technology and  infrastructure  to provide the latest in
delivery channels for its commercial and consumer lending business. In addition,
the increase in operating  expenses  during 2000 was affected by the acquisition
in  July  of 1999  of the  Royal  Bank's  operations  in  Puerto  Rico,  and the
acquisition  of four  branches of CitiBank in December of 1999.  During 2000 the
Corporation  relocated  three  branches  mainly to  shopping  malls  making  the
facilities  more  accessible  to  its  customers.  In  September  of  2000,  the
Corporation  purchased First Virgin Island Federal Savings Bank (FVI),  adding a
fourth branch in the U.S. Virgin Islands.

         In  addition  to  the  above-mentioned  acquisitions,  the  salary  and
benefits  category  was also  affected by annual  increases in salary and fringe
benefits.  The occupancy and equipment category consists of expenses  associated
with  premises,  office and  computer  equipment,  and other  automated  banking
equipment.  The  increase  in  the  past  three  years  results  also  from  the
enhancement  of hardware and software  through  system  conversions,  which have
enabled the Corporation to offer new products,  and improve customer service and
portfolio servicing.

         The increase in the  professional  and service fee category for 2000 is
primarily attributed to the credit card processing and assessment fees resulting
from the increase in the credit card portfolio and the increase in the number of
accounts  managed,  including the effect of the  acquisition of the Western Auto
portfolio in 1999.

         Business promotion costs amounted to $8 million for 2000 as compared to
$6 million in 1999 and 1998.  Business  promotion expenses have been incurred to
increase loan and deposit  volumes.  During 2000, the  Corporation  promoted the
innovative deposit account, the "Bonus Account", launched in 1999.


                                       30





Income Tax Expense

     The  provision  for income tax  amounted  to $15 million (or 18% of pre-tax
earnings)  for 2000 as compared to $7 million  (or 11% of pre-tax  earnings)  in
1999,  and $5 million (or 8% of pre-tax  earnings) in 1998.  The increase in the
effective  tax  rate  results  from  a  higher  growth  in  the  commercial  and
residential estate line of business, which are fully taxable, when compared with
the increase in exempt investment securities. In addition, the total increase in
other operating income is fully taxable. However, the Corporation has maintained
an effective tax rate lower than the  statutory  rate of 39% mainly by investing
in  obligations  and loans  exempt from  federal and Puerto Rico income tax. For
additional  information  relating  to  taxes,  see Note 28 of the  Corporation's
financial statements - "Income Taxes."

                                       31



FINANCIAL CONDITION


                         

       The following table presents an average balance sheet for the following
years:

December 31,                                                      2000                         1999                1998
(In thousands)
Assets
Interest earning assets:
Deposits at banks and other
 short-term investments                                       $      9,293                 $  27,344              $    40,766
Government obligations                                             528,903                   415,742                  319,777
Mortgage backed securities                                       1,457,044                 1,294,195                1,032,632
Other investment                                                    51,508                    18,646                    1,150
FHLB stock                                                          18,008                    16,170                   10,252
                                                              ------------                ----------             ------------
  Total investments                                              2,064,756                 1,772,097                1,404,577
                                                                ----------                 ---------              -----------
Commercial loans                                                 1,210,783                   847,917                  613,697
Consumer loans                                                   1,026,044                 1,013,782                1,032,704
Residential real estate loans                                      573,866                   327,700                  290,564
Construction loans                                                 169,257                    94,940                   19,169
Finance leases                                                     103,114                    68,577                   43,108
                                                              ------------              ------------             ------------
   Total loans                                                   3,083,064                 2,352,916                1,999,242
                                                               -----------               -----------              -----------
   Total interest earning assets                                 5,147,820                 4,125,013                3,403,819
Total non-interest earning assets (1)                               91,556                    47,768                   89,717
                                                             -------------             -------------            -------------
Total assets                                                    $5,239,376                $4,172,781               $3,493,536
                                                                ==========                ==========               ==========
Liabilities and stockholders' equity
Interest bearing liabilities:
Interest bearing checking accounts                            $    162,456                $  140,690                $ 123,847
Savings accounts                                                   433,937                   413,662                  398,249
Certificate accounts                                             2,173,244                 1,373,263                  972,433
                                                               -----------                 ---------              -----------
Interest bearing deposits                                        2,769,637                 1,927,615                1,494,529
Other borrowed funds                                             1,851,524                 1,728,913                1,559,892
FHLB advances                                                       51,053                     8,451                    4,515
                                                              ------------              ------------            -------------
    Total interest bearing liabilities                           4,672,214                 3,664,979                3,058,936
Total non-interest bearing liabilities                             250,135                   212,993                  182,369
                                                               -----------               -----------             ------------
Total liabilities                                                4,922,349                 3,877,972                3,241,305
Stockholders' equity                                               317,027                   294,809                  252,231
                                                              ------------              ------------             ------------
Total liabilities and stockholders' equity                      $5,239,376                $4,172,781               $3,493,536
                                                                ==========                ==========               ==========

(1) Net of the  allowance  for loan  losses  and the  valuation  on  investments
securities available for sale.




                                       32




Assets

                         

         The Corporation's  total assets at December 31, 2000 amounted to $5,920
million, $1,198 million over the $4,722 million at December 31, 1999.

         The following table presents the composition of the loan portfolio at year-end for each of the last five years.
                                       % of              % of                 % of               % of               % of
December 31,                  2000    Total     1999    Total        1998    Total     1997     Total       1996    Total
                                                                               (Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------

Residential real
   estate loans            $  746,792   21    $  473,563    17    $  303,011    14   $  292,604   15     $  297,246   16
                           ----------  ---    ----------    --    ----------    --   ----------   --     ----------   --
Commercial real
   estate loans               438,321   13       371,643    14       332,219    16      306,734   15        256,227   14
Construction loans            203,955    6       132,068     5        62,963     3        9,279    1         10,209    1
Commercial loans              947,709   27       655,417    24       368,549    17      235,571   12        174,770    9
                          -----------  ---   -----------    --    ----------    --  -----------   --    -----------  ---
Total commercial            1,589,985   46     1,159,128    43       763,731    36      551,584   28        441,206   24
                           ----------  ---    ----------    --   -----------    --  -----------   --    -----------   --
Finance leases                122,883    3        85,692     3        52,214     3       42,500    2         58,481    3
Consumer loans              1,038,538   30     1,026,985    37     1,001,098    47    1,072,613   55      1,099,141   57
                          ----------- ----    ----------  ----   -----------  ----  -----------  ---    ----------- ----
Total                      $3,498,198  100    $2,745,368   100    $2,120,054   100   $1,959,301  100     $1,896,074  100
                           ==========  ===    ==========   ===    ==========   ===   ==========  ===     ==========  ===



         Total loans receivable  increased by $753 million in 2000 when compared
with 1999.  During 2000 the  Corporation  continued its strategy of diversifying
its  loan  portfolio   composition  through  the  origination  and  purchase  of
commercial  loans  and  residential  real  estate  loans.  This  resulted  in  a
significant  increase of $431 million in the  commercial  loan  portfolio and of
$273 million in residential real estate loans.  Finance leases, which are mostly
composed  of  loans  to  individuals  to  finance  the  acquisition  of an auto,
increased by $37 million.  Consumer loans  increased by $12 million in 2000. The
allowance  for loan  losses  amounted  to $77  million at  December  31, 2000 as
compared to $72 million at December 31, 1999.

         The Corporation's investment portfolio at December 31, 2000 amounted to
$2,233  million,  an increase of $422 million when compared with the  investment
portfolio of $1,811 million at December 31, 1999.

         As a result of the merger  with FVI,  the  Corporation  acquired  total
assets of $56 million,  including $46 million on loans receivable and $8 million
on investments.


         The composition and tax equivalent  weighted  average interest rates of
the Corporation's earning assets at December 31, 2000 were as follows:

                                       33



                         

                                                                      Amount              Weighted
                                                                  (In thousands)        Average Rate
Money market instruments                                           $       2,020                6.35%
Government obligations                                                   595,274                7.24%
Mortgage backed securities                                             1,530,795                6.84%
FHLB of N.Y. stock                                                        18,537                7.32%
Other investment                                                          86,590                5.45%
                                                                    ------------
         Total investments                                             2,233,216                6.90%
                                                                      ----------
Consumer loans                                                         1,038,538               13.59%
Residential real estate loans                                            746,792                8.69%
Construction loans                                                       203,955               10.32%
Commercial and commercial real estate loans                            1,386,030                9.33%
Finance leases                                                           122,883               11.79%
                                                                    ------------
         Total loans(1)                                                3,498,198               10.61%
                                                                     -----------
         Total earning assets                                         $5,731,414                9.16%
                                                                      ==========
(1)  Excludes the reserve for loan losses.  Generally,  non-accruing  loans were
included in this analysis as if they were accruing interest.


Non-performing Assets

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

         At December  31,  2000,  total  non-performing  assets  amounted to $74
million  (1.25% of total  assets) as  compared  to $57  million  (1.22% of total
assets) at December 31, 1999 and $63 million (1.57% of total assets) at December
31,  1998.  The  Corporation's  reserve  to  non-performing  loans was 113.6% at
December  31, 2000 as  compared  to 133.4% and 119.1% at  December  31, 1999 and
1998, respectively.

         The increase of $17 million in non-performing assets as of December 31,
2000 when  compared to December 31, 1999 was mostly due to one large  commercial
loan and to the addition of  non-performing  loans of FVI,  acquired  during the
third quarter of 2000.

                                       34



         The  following  table  presents  non-performing  assets  at  the  dates
indicated.

                         

December 31,                                              2000               1999            1998           1997           1996
                                                                                            (Dollars in thousands)
- --------------------------------------------------------------------------------------------------------

Non-accruing loans:
   Residential real estate                             $15,977          $   8,633        $  9,151       $  6,963       $  8,814
   Commercial and commercial real estate                31,913             17,975          19,355         16,869         11,568
   Finance leases                                        2,032              2,482           1,716          4,560          5,125
   Consumer                                             17,794             24,726          26,736         24,547         25,655
                                                      --------           --------        --------       --------       --------
                                                        67,716             53,816          56,958         52,939         51,162
                                                      --------           --------        --------       --------       --------
Other real estate owned (OREO)                           2,981                517           3,642          1,132          1,696
Other repossessed property                               3,374              3,112           2,277          8,702          7,566
                                                     ---------          ---------      ----------      ---------      ---------
Total non-performing assets                            $74,071            $57,445         $62,877        $62,773        $60,424
                                                       =======            =======         =======        =======        =======
Past due loans                                         $16,358            $13,781         $15,110        $11,544       $  9,752
Non-performing assets to total assets                    1.25%              1.22%           1.57%          1.89%          2.14%
Non-performing loans to total loans                      1.94%              1.96%           2.69%          2.70%          2.70%
Allowance for loan losses                              $76,919            $71,784         $67,854        $57,712        $55,254
Allowance to total non-performing loans                113.59%            133.39%         119.13%        109.02%        108.00%



        Non-accruing Loans

     Residential Real Estate Loans - The Corporation  classifies all real estate
loans delinquent 90 days or more in non-accruing status. Even though these loans
are in  non-accruing  status,  Management  considers  based on the  value of the
underlying collateral and the loan to value ratios, that no material losses will
be incurred in this portfolio.  Management's estimate is based on the historical
experience of the  Corporation.  Non-accruing  real estate loans amounted to $16
million (2.14% of total  residential real estate loans) at December 31, 2000, as
compared to $9 million  (1.82% of total  residential  real estate  loans) and $9
million (3.02% of total  residential real estate loans) at December 31, 1999 and
1998, respectively.  The increase for year 2000 is due to the portfolio acquired
from FVI.

         Commercial  Loans  -  The  Corporation   places  all  commercial  loans
(including  commercial real estate and construction loans) 90 days delinquent as
to principal  and interest in  non-accruing  status.  The risk  exposure of this
portfolio is diversified.  Non-accruing commercial loans amounted to $32 million
(2.30% of total  commercial  loans) at  December  31,  2000 as  compared  to $18
million  (1.55%  of total  commercial  loans)  and $19  million  (2.53% of total
commercial loans) at December 31, 1999 and 1998,  respectively.  At December 31,
2000, there was only one non-accruing  commercial loan of over $1 million, which
is a $10 million loan.

         Finance  Leases - Finance leases are  classified as  non-accruing  when
they are delinquent 90 days or more.  Non-accruing finance leases amounted to $2
million  (1.65% of total  finance  leases) at December 31, 2000,  compared to $3
million  (2.90% of total  finance  leases) at December 31, 1999,  and $2 million
(3.29% of total finance leases) at December 31, 1998.

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

         Non-accruing consumer loans amounted to $18 million (1.71% of the total
consumer  loan  portfolio)  at December 31,  2000,  $25 million (or 2.41% of the
total consumer loan portfolio) at December 31, 1999 and $27 million (or 2.67% of
the total  consumer loan  portfolio)  at December 31, 1998.  The decrease in the
ratio and amount of non-accruing  loans was the result of the improvement on the
credit  quality of the  portfolio.  This  improvement  resulted in a decrease in
charge off of  consumer  loans to $46  million in 2000 from $52 million in 1999,
and $68 million in 1998.

                                       35



         Other Real Estate Owned (OREO)

     OREO  acquired  in  settlement  of loans is  carried  at the  lower of cost
(carrying  value of the loan) or fair value less  estimated cost to sell off the
real estate at the date of  acquisition.  The  increase  for year 2000 is due to
OREOs acquired from FVI.

         Repossessed Property

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

         Past Due Loans

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

Sources of Funds

         The Corporation's  principal funding sources are branch-based deposits,
retail  brokered  deposits,  institutional  deposit,  federal  funds  purchased,
securities sold under agreements to repurchase, and notes.

         Deposits

         Total  deposits  amounted to $3,346  million at December 31,  2000,  as
compared  to $2,565  million and $1,775  million at December  31, 1999 and 1998,
respectively.



                         

         The following table presents the composition of total deposits.

December 31,                                         2000                   1999                   1998
                                                                     (Dollars in thousands)
- ---------------------------------------------------------------------------------------------------------------

Savings accounts                                 $   430,298            $   447,946           $   416,424
Interest bearing checking accounts                   170,631                162,601               130,883
Certificates of deposit                            2,512,891              1,742,978             1,054,634
                                                 -----------             ----------           -----------
Interest bearing deposits                          3,113,820              2,353,525             1,601,941
Non-interest bearing deposits                        232,164                211,896               173,104
                                                ------------           ------------          ------------
   Total                                          $3,345,984             $2,565,421            $1,775,045
                                                  ==========             ==========            ==========
Weighted average rate during the
  period on interest bearing deposit                   5.53%                  4.69%                 4.71%
Interest bearing deposits:
  Average balance outstanding                     $2,769,637             $1,927,614            $1,494,529
Non-interest bearing deposits:
  Average balance outstanding                        213,728                179,478               145,357


         Total  deposits are composed of  branch-based  deposits,  institutional
deposits and brokered  deposits.  Institutional  deposits  include  certificates
issued to agencies of the Government of Puerto Rico.

         Total interest bearing  deposits  increased by $760 million at December
31, 2000 when compared to December 31, 1999. This fluctuation was mainly due to:
(1) an increase in  branch-based  deposits of $114  million;  (2) an increase of
$656  million in  brokered  certificates  of  deposits;  (3) an  increase of $39
million in certificates issued to the agencies of the Government of Puerto Rico;
net of (4) a decrease  of $49  million in  certificates  issued to  corporations
operating under Section 936 of the Internal Revenue Code.  Non-interest  bearing
deposits increased by $20 million in 2000.

                                       36


         Borrowings

         At December  31, 2000 total  borrowings  amounted to $2,069  million as
compared  to $1,804  million and $1,931  million at December  31, 1999 and 1998,
respectively. The following table presents the composition of borrowings.



                         


December 31,                                                         2000                  1999             1998
                                                                                 (Dollars in thousands)
- -----------------------------------------------------------------------------------------------------------------------------------

Federal funds purchased and securities
  sold under agreements to repurchase                              $1,856,436         $1,452,151        $1,623,698
Other short term borrowings                                                              152,484            86,595
Advances from FHLB                                                     67,000             50,000             2,600
Notes payable                                                          55,500             55,500           118,100
Subordinated notes                                                     90,548             93,594            99,496
                                                                -------------      -------------      ------------
    Total                                                          $2,069,484         $1,803,729        $1,930,489
                                                                   ==========         ==========        ==========

Weighted average rate during the period                                 6.27%              5.34%             5.41%

         The Corporation  uses federal funds purchased,  repurchase  agreements,
advances  from  FHLB and  notes  payable  as  additional  funding  sources.  The
borrowings of the Corporation  consist  primarily of federal funds purchased and
securities sold under agreements to repurchase (repurchase  agreements) which at
December  31,  2000  amounted  to  $1,856  million  or 90% of total  borrowings.
Repurchase  agreements  had a total weighted  average cost of 6.23% during the
year ended December 31, 2000. For more information on borrowings please refer to
Notes 20 through 24 of the Corporation's financial statements.

         The composition and weighted average interest rates of interest bearing liabilities at December 31, 2000, were as follows:
                                                                      Amount                  Weighted
                                                                  (In thousands)            Average rate
         Interest bearing deposits                                    $3,113,820                5.83%
         Borrowed funds                                                2,069,484                6.39%
                                                                     -----------
                                                                      $5,183,304                6.05%
                                                                     ===========


Capital

         During 2000,  the  Corporation  increased  its total  capital from $295
million at December 31, 1999 to $435 million at December 31, 2000. Total capital
increased  by $140  million  due to  earnings of $67  million,  the  issuance of
3,000,000 shares of preferred stock at $72 million, the issuance of 6,000 shares
of common stock  through the exercise of stock  options at a cost of $93,750,  a
positive  fluctuation  in the valuation of securities  available for sale of $49
million,  reduced by the  repurchased  shares of common stock at a total cost of
$30 million, and cash dividends of $19 million.

         The  Corporation's  objective is to maintain a solid  capital  position
above  the  "well   capitalized"   classification   under  the  federal  banking
regulations.   The  Corporation   continues  to  exceed  the  well   capitalized
guidelines.  To be in a "well capitalized" position, an institution should have:
(i) a leverage ratio of 5% or greater;  (ii) a total risk based capital ratio of
10% or greater; and (iii) a Tier 1 risk-based capital ratio of 6% or greater. At
December 31, 2000 the  Corporation  had a leverage  ratio of 7.28%; a total risk
based capital ratio of 14.43%; and a Tier 1 risk-based capital ratio of 11.23%.


                                       37




Dividends

         In 2000,  1999 and 1998 the  Corporation  declared four  quarterly cash
dividends  of $0.11,  $0.09 and $0.075 per common  share,  respectively,  for an
annual dividend of $0.44,  $0.36 and $0.30,  respectively.  Total cash dividends
paid on common  shares  amounted to $12  million for 2000 (or a 19.72%  dividend
payout ratio),  $10 million for 1999 (or a 17.96%  dividend payout ratio) and $9
million for 1998 (or a 17.12%  dividend  payout  ratio).  Dividends  declared on
preferred stock amounted to $7 million in 2000 and $4 million in 1999.

Asset/Liability Management

         The Corporation  has a formal system of interest rate risk  management.
Management  recognizes  that it may  sometimes be  necessary  to forego  earning
opportunities  in order to maintain a stable  stream of net  interest  income as
interest rates rise and fall.

         Management  monitors  the  Corporation's  interest  rate risk  position
primarily  through  computer  simulations  of the effect of rising  and  falling
interest rates on net interest income.  Two sets of simulations are carried out,
both of which cover a two year time  horizon:  one assuming a flat balance sheet
with a constant  asset/liability  mix and another assuming a balance sheet which
grows according to expected loan  originations  and funding.  These  simulations
also incorporate  expected changes in prepayment rates as interest rates rise or
fall, repricing characteristics of variable rate assets and liabilities, current
and expected lending rates, funding sources and costs. Other factors,  which may
be potentially important in determining the future growth of net interest income
(i.e. planned  securitizations  and liquidity  requirements),  are considered in
these simulations.

         Management also uses one year GAP analysis as a secondary technique for
evaluating interest rate risk. The Corporation's one year GAP fluctuated between
a negative 5% and a negative  30% of assets  during 2000.  Management  considers
that the ranges of the GAP ratio achieved during 2000 are adequate,  considering
the Corporation's net interest margin and capital ratios.

         The  Corporation's  interest  rate  risk  position  is  measured  on  a
quarterly  basis  and  is  evaluated  by  the  Asset  Liability  Management  and
Investment  Committee.  This  Committee  is in charge,  among other  things,  of
informing  Management  as to the current  levels of interest rate risk and, when
necessary,  managing the repricing of the Corporation's assets,  liabilities and
off balance  sheet  contracts to maintain  that risk at  reasonable  and prudent
levels.

Liquidity

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

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


Impact of Inflation and Changing Prices

         The financial  statements and related data  presented  herein have been
prepared in conformity  with generally  accepted  accounting  principles,  which
require the measurement of financial  position and operating results in terms of
historical dollars without  considering changes in the relative purchasing power
of money over time due to inflation.

                                       38




         Unlike most industrial  companies,  substantially all of the assets and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates have a greater impact on a financial  institution's  performance
than the effects of general levels of inflation. Interest rate movements are not
necessarily correlated with changes in the prices of goods and services.

Market Prices and Stock Data

         The Corporation's common stock is traded in the New York Stock Exchange
(NYSE)  under the symbol FBP. On December  31,  2000,  there were 717 holders of
record of the Corporation's common stock.

         The  following  table  sets  forth  the  high  and  low  prices  of the
Corporation's  common  stock for the periods  indicated as reported by the NYSE.
Common stock prices were adjusted to give retroactive  effect to the stock split
declared in May 1998.

         Quarter ended                   High               Low

         2000:
          December                       $24.69            $20.50
          September                       24.50             18.00
          June                            18.75             16.69
          March                           21.00             16.25

         1999:
          December                       $22.81            $19.25
          September                       24.75             19.75
          June                            28.50             22.00
          March                           30.38             22.69

         1998:
          December                       $30.50            $21.38
          September                       29.50             23.63
          June                            29.63             22.72
          March                           23.88             16.50

                                       39



           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


         First BanCorp  manages its  asset/liability  position in order to limit
the  effects of changes in interest  rates on net  interest  income,  subject to
other  goals of  Management  and  within  guidelines  set  forth by the Board of
Directors.

         The  day-to-day  management of interest rate risk, as well as liquidity
management  and other  related  matters,  is  assigned  to the  Asset  Liability
Management  and  Investment  Committee  (ALCO).  The  ALCO  is  composed  of the
following officers: President and CEO, the Executive Vice Presidents, the Senior
Vice President of  Investments,  and the  Economist.  The ALCO meets on a weekly
basis. The Economist also acts as secretary, keeping minutes of all meetings.

         Committee  meetings focus on, among other things,  current and expected
conditions in world financial  markets,  competition and prevailing rates in the
local  deposit  market,  reviews of  liquidity,  unrealized  gains and losses in
securities, recent or proposed changes to the investment portfolio,  alternative
funding  sources  and  their  costs,   hedging  and  the  possible  purchase  of
derivatives  such as swaps and caps, and any tax or regulatory  issues which may
be pertinent to these areas. The ALCO approves funding decisions in the light of
the Corporation's overall growth strategies and objectives. On a quarterly basis
the ALCO performs a comprehensive asset/liability review, examining the measures
of interest  rate risk  described  below  together  with other  matters  such as
liquidity and capital.

         The  Corporation  uses  simulations  to measure the effects of changing
interest  rates on net interest  income.  These  measures are carried out in two
ways, assuming upward and downward interest rate movements of 200 basis points:

(1) using a balance sheet which is assumed to be flat at the levels  existing on
the simulation date, and (2) using a balance sheet which has growth patterns and
strategies similar to those which have occurred in the recent past.

         Assuming a flat balance sheet,  tax equivalent net interest  income for
2001 would be $238 million under flat rates (2000 - $203 million),  $218 million
under rising rates (2000 - $184  million),  and $242 million under falling rates
(2000 - $222  million).  Assuming a growing  balance  sheet,  tax equivalent net
interest  income for 2001 would be $255  million  under flat rates  (2000 - $214
million), $231 million under rising rates (2000 - $193 million) and $271 million
under falling rates (2000 - $228 million).  These simulations do not necessarily
represent what actual  results would be, since interest rate risk  management is
dynamic, and can be adjusted depending on the Committee's interest rate outlook.

         These  simulations  assume  gradual  upward or  downward  movements  of
interest rates over one year,  with the change  totaling 200 basis points at the
end of the twelve  month  period.  The balance  sheet is divided  into groups of
similar assets and  liabilities in order to simplify the process of carrying out
these projections. As interest rates rise or fall, these simulations incorporate
expected  future lending rates,  current and expected future funding sources and
cost,  the  possible  exercise of  options,  liquidity  requirements,  and other
factors which may be important in determining  the future growth of net interest
income.  Only interest and fee income is included in these projections;  profits
on the  sale  of  assets  are  excluded.  All  computations  are  done  on a tax
equivalent  basis,  including  the effects of the changing  cost of funds on the
tax-exempt spreads of certain  investments.  The projections are carried out for
First BanCorp on a fully consolidated basis.

         These  simulations  are highly complex,  and they use many  simplifying
assumptions   which  are  intended  to  reflect  the  general  behavior  of  the
Corporation  over the period in  question,  but there can be no  assurance  that
actual events will parallel these assumptions in all cases. For this reason, the
results of these simulations are only  approximations of the true sensitivity of
net interest income to changes in market interest rates.


                                       40


                       Report of Independent Accountants



To the Board of Directors and Stockholders of First BanCorp:

In our opinion, the accompanying  consolidated statements of financial condition
and the related consolidated statements of income, comprehensive income, changes
in  stockholders'  equity,  and  cash  flows  present  fairly,  in all  material
respects,  the  financial  position  of First  BanCorp and its  subsidiaries  at
December 31, 2000 and 1999,  and the results of their  operations and their cash
flows for each of the three  years in the  period  ended  December  31,  2000 in
conformity with accounting principles generally accepted in the United States of
America.  These  financial  statements are the  responsibility  of the Company's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our audits.  We conducted our audits of these statements in
accordance with auditing  standards  generally  accepted in the United States of
America,  which require that we plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP
February 23, 2001


CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 216 Expires Dec. 1, 2001
Stamp 1685006 of the P. R. Society of
Certified Public Accountants has been
affixed to the file copy of this report





                                       41




                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


                         

                                                                                      December 31,
                                                                               2000                  1999
                                                                     -------------------------------------
Assets
Cash and due from banks                                             $      63,372,591      $    58,267,929
                                                                    -----------------      ---------------
Money market instruments                                                    2,020,348           35,217,064
                                                                  -------------------     ----------------
Investment securities available for sale, at market:
    Securities pledged that can be repledged                            1,621,457,451        1,206,162,230
    Other investment securities                                           280,205,723          247,911,941
                                                                   ------------------    -----------------
        Total investment securities available for sale                  1,901,663,174        1,454,074,171
                                                                     ----------------      ---------------
Investment securities held to maturity, at cost:
    Securities pledged that can be repledged                              268,432,581          263,898,324
    Other investment securities                                            42,562,921           40,147,715
                                                                    -----------------     ----------------
        Total investment securities held to maturity                      310,995,502          304,046,039
                                                                    -----------------     ----------------
Federal Home Loan Bank (FHLB) stock                                        18,536,500           17,826,500
                                                                   ------------------    -----------------
Loans held for sale                                                                             37,794,078
Loans receivable                                                        3,498,198,207        2,707,574,019
                                                                     ----------------      ---------------
Total loans                                                             3,498,198,207        2,745,368,097
Allowance for loan losses                                                 (76,918,973)         (71,784,237)
                                                                    -----------------    -----------------
    Total loans - net                                                   3,421,279,234        2,673,583,860
                                                                      ---------------      ---------------
Other real estate owned                                                     2,981,472              517,405
Premises and equipment - net                                               72,087,346           61,947,817
Accrued interest receivable                                                27,969,551           17,917,526
Due from customers on acceptances                                           2,177,043            2,738,176
Other assets                                                               96,573,820           95,431,678
                                                                    -----------------    -----------------
        Total assets                                                   $5,919,656,581       $4,721,568,165
                                                                       ==============       ==============
Liabilities and Stockholders' Equity
Liabilities:
    Non-interest bearing deposits                                     $   232,164,469       $  211,896,459
    Interest bearing deposits                                           3,113,819,927        2,353,525,177
    Federal funds purchased and securities
      sold under agreements to repurchase                               1,856,436,127        1,452,151,222
    Other short-term borrowings                                                                152,484,084
    Advances from FHLB                                                     67,000,000           50,000,000
    Notes payable                                                          55,500,000           55,500,000
    Bank acceptances outstanding                                            2,177,043            2,738,176
    Accounts payable and other liabilities                                 67,550,152           54,776,718
                                                                    -----------------     ----------------
                                                                        5,394,647,718        4,333,071,836
                                                                    -----------------     ----------------
Subordinated notes                                                         90,548,314           93,594,080
                                                                    -----------------     ----------------
Stockholders' equity:
    Preferred stock, authorized 50,000,000 shares: issued and
     outstanding 6,600,000 shares (1999 - 3,600,000 shares)
     at $25.00 liquidation value per share                                165,000,000           90,000,000
                                                                    -----------------     ----------------
    Common stock, $1.00 par value, authorized 250,000,000 shares;
      issued 29,618,552 shares (1999 - 29,612,552 shares)                  29,618,552           29,612,552
    Less: Treasury stock (at par value)                                    (3,194,400)          (1,552,000)
                                                                   ------------------    -----------------
    Common stock outstanding                                               26,424,152           28,060,552
                                                                   ------------------     ----------------
    Additional paid-in capital                                             16,567,516           19,863,466
    Capital reserve                                                        50,000,000           40,000,000
    Legal surplus                                                         126,792,514          126,792,514
    Retained earnings                                                      69,275,152           58,834,676
    Accumulated other comprehensive income - unrealized loss
        on securities available for sale, net of tax                      (19,598,785)         (68,648,959)
                                                                    -----------------    -----------------
                                                                          434,460,549          294,902,249
                                                                    -----------------    -----------------
Contingencies and commitments                                           _____________        _____________
        Total liabilities and stockholders' equity                   $  5,919,656,581     $  4,721,568,165
                                                                     ================     ================
The accompanying notes are an integral part of these statements.



                                       42



                                  FIRST BANCORP
                        CONSOLIDATED STATEMENTS OF INCOME

                         

                                                                                  Year  ended December 31,
                                                                   2000                  1999              1998
                                                           ----------------------------------------------------------------

Interest income:
  Loans                                                     $329,007,974         $260,741,177       $231,513,730
  Investment securities                                      132,603,596          106,770,856         88,312,096
  Short-term investments                                         527,155              450,248            729,417
  Dividends on FHLB stock                                      1,248,755            1,100,823            743,161
                                                           -------------        -------------   ----------------
Total interest income                                        463,387,480          369,063,104        321,298,404
                                                             -----------          -----------      -------------

Interest expense:
  Deposits                                                   153,283,358           90,489,121         70,418,359
  Short-term borrowings                                      105,326,693           79,455,499         69,494,151
  Notes payable                                               10,803,634           12,914,538         14,965,751
  Advances from FHLB                                           3,200,940              470,590            251,707
                                                           -------------        -------------   ----------------
Total interest expense                                       272,614,625          183,329,748        155,129,968
                                                             -----------          -----------      -------------
Net interest income                                          190,772,855          185,733,356        166,168,436

Provision for loan losses                                     45,718,500           47,960,500         76,000,000
                                                            ------------         ------------      -------------
Net interest income after provision for loan losses          145,054,355          137,772,856         90,168,436
                                                             -----------          -----------      -------------

Other income:
  Other fees on loans                                         19,913,340           12,886,541         11,157,852
  Service charges on deposit accounts                          8,898,170            8,540,291          7,843,837
  Trading income (loss)                                          419,367               (7,946)         3,364,843
  Fees on loans serviced for others                              523,903              864,278          1,617,292
  Gain on sale of investments                                  7,850,472            1,376,672         26,827,417
  Rental income                                                2,433,664            2,609,657          2,291,814
  Other operating income                                       9,993,144            6,592,940          5,136,795
                                                            ------------         ------------      -------------
Total other income                                            50,032,060           32,862,433         58,239,850
                                                            ------------         ------------       ------------

Other operating expenses:
  Employees' compensation and benefits                        50,014,110           48,545,839         43,185,324
  Occupancy and equipment                                     22,791,863           20,137,354         18,154,663
  Taxes and insurance                                          6,901,732            6,778,354          6,577,894
  Net cost (gain) of operations and disposition of
   other real estate owned                                        78,509             (303,359)            42,359
  Amortization of debt issuance costs                            319,899              612,404            691,411
  Other                                                       32,943,391           25,501,303         23,146,048
                                                            ------------         ------------       ------------
Total other operating expenses                               113,049,504          101,271,895         91,797,699
                                                             -----------          -----------       ------------

Income before income tax provision                            82,036,911           69,363,394         56,610,587
Income tax provision                                          14,761,302            7,288,445          4,798,200
                                                            ------------        -------------      -------------
Net income                                                   $67,275,609          $62,074,949       $ 51,812,387
                                                             ===========          ===========       ============

Earnings per common share - basic                                  $2.22                $2.00              $1.75
Earnings per common share - diluted                                $2.21                $1.98              $1.74

The accompanying notes are an integral part of these statements.




                                       43




                         


                                  FIRST BANCORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                            Year ended December 31,
                                                                                  1999              1998                1997

Cash flows from (for) operating activities:
  Net income                                                                $   67,275,609      $   62,074,949  $      51,812,387
                                                                            --------------      --------------  -----------------
 Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation                                                                 9,014,068           7,645,035          7,827,866
    Provision for loan losses                                                   45,718,500          47,960,500         76,000,000
    Amortization of deferred loan (fees) costs                                    (144,768)           (680,735)           881,411
    Net gain on sale of investments securities                                  (7,850,472)         (1,376,673)       (26,827,417)
    Originations of loans held for sale                                                            (18,222,990)        (9,086,622)
    Proceeds from sale of loans                                                                      1,266,787
    (Decrease) increase taxes payable                                          (19,474,679)          2,345,647          3,454,049
    Increase in deferred tax asset                                              (3,917,506)         (6,702,849)       (11,454,033)
    (Increase) decrease in accrued interest receivable                         (10,052,025)         (7,179,454)         2,297,862
    Increase in accrued interest payable                                        11,677,924          10,056,988          1,072,485
    Decrease in other assets                                                     5,084,972          12,950,921         20,776,413
    Increase in other liabilities                                               20,740,407           5,012,929          1,718,242
                                                                        ------------------  ------------------ ------------------
    Total adjustments                                                           50,796,421          53,076,106         66,660,256
                                                                        ------------------   -----------------  -----------------
         Net cash provided by operating activities                             118,072,030         115,151,055        118,472,643
                                                                         -----------------   -----------------  -----------------
Cash flows from (for) investing activities:
  Principal collected on loans                                                 646,581,300         719,964,127        559,726,839
  Loans originated                                                          (1,222,590,263)     (1,270,442,873)      (797,256,751)
  Purchase of loans                                                           (238,055,000)       (118,603,000)        (1,330,497)
  Sales of investment securities                                                58,452,236           9,630,866        302,128,585
  Purchase of securities held-to-maturity                                       (6,949,462)       (277,624,203)
  Purchase of securities available-for-sale                                 (5,125,184,351)     (6,069,805,410)    (6,899,653,771)
  Principal repayments and maturities of securities held-to-maturity                                   500,000         34,782,596
  Principal repayments of securities available-for-sale                      4,692,427,578       6,267,048,544      6,061,838,410
  Additions to premises and equipment                                          (19,153,597)        (18,055,660)       (10,917,891)
  Purchase of FHLB stock                                                          (710,000)         (7,555,900)          (120,300)
                                                                       ------------------- -------------------   ----------------
         Net cash used in investing activities                              (1,215,181,559)       (764,943,509)      (750,802,780)
                                                                           ---------------   ------------------     -------------
Cash flows from (for) financing activities:
  Net increase in deposits                                                     780,562,759         790,376,740        180,410,210
  Net increase (decrease) in federal funds purchased and
   securities sold under repurchase agreements                                 403,553,556        (172,898,023)       654,760,505
  Net (decrease) increase in other short-term borrowings                      (152,484,084)         65,889,375       (144,910,185)
  FHLB advances taken (paid)                                                    17,000,000          47,400,000        (26,400,000)
  Payments of notes payable                                                     (3,045,766)        (68,501,750)       (14,177,660)
  Decrease (increase) in debt securities issuance cost                             198,493           1,211,219         (1,049,270)
  Dividends                                                                    (19,212,141)        (14,657,799)        (8,870,832)
  Repurchase of common stock                                                                                           (3,656,420)
  Issuance of preferred stock                                                  72,437,500          86,850,217
  Treasury stock acquired                                                      (30,086,592)        (32,510,611)        (2,211,250)
  Exercise of stock options                                                         93,750              176,313           196,501
                                                                        --------------------------------------- -----------------
         Net cash provided  by financing activities                          1,069,017,475         703,335,681        634,091,599
                                                                             -------------  ------------------      -------------
  Net (decrease) increase in cash and cash equivalents                         (28,092,054)         53,543,227          1,761,462
  Cash and cash equivalents at beginning of year                                93,484,993          39,941,766         38,180,304
                                                                            ----------------------------------  -----------------
  Cash and cash equivalents at end of year                                   $  65,392,939 $        93,484,993   $     39,941,766
                                                                             ============= ===================   ================
Cash and cash equivalents include:
Cash and due from banks                                                      $  63,372,591 $        58,267,929   $     39,416,097
Money market instruments                                                         2,020,348          35,217,064            525,669
                                                                           --------------- ---------------------------------------
                                                                             $  65,392,939 $        93,484,993   $     39,941,766
                                                                             ============= ===================   ================


The accompanying notes are integral part of these statements.

                                       44



                                    FIRST BANCORP

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


                         

                                                                                                                       Unrealized
                                                                                                                      gain (loss)on
                                                             Additional                                                securities
                                 Preferred     Common         paid-in     Capital          Legal          Retained     available
                                   stock       stock          capital     reserve         surplus         earnings     for sale
December 31, 1997                            $14,901,826    $38,453,561  $20,000,000    $53,454,469     $97,537,900   $12,031,444

Net income                                                                                               51,812,387
Change in valuation of
  securities available for sale                                                                                        (3,281,513)
Addition to capital reserve                                               10,000,000                    (10,000,000)
Repurchase of common stock                      (108,800)      (217,600)                                 (3,330,025)
Treasury stock acquired                         (100,000)       (50,000)                                 (2,061,250)
Stock options exercised                           10,000        186,501
Cash dividends-common stock                                                                              (8,870,832)
Common stock split
 on May 29, 1998                              14,796,526    (14,796,526)  __________     __________    ___________     __________
                         -----------------  ------------    -----------
December 31, 1998                             29,499,552     23,575,936   30,000,000     53,454,469     125,088,180     8,749,931


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

Net income                                                                                               67,275,609
Change in valuation of
  securities available for sale                                                                                        49,050,174
Issuance of preferred stock     75,000,000                   (2,562,500)
Addition to capital reserve                                               10,000,000                    (10,000,000)
Treasury stock acquired                       (1,642,400)      (821,200)                                (27,622,992)
Stock options exercised                            6,000         87,750
Cash dividends:
    Common stock                                                                                        (11,804,599)
    Preferred stock            ___________    __________     __________   __________    ___________      (7,407,542)   __________
                                                                                                      -------------
December 31, 2000             $165,000,000   $26,424,152    $16,567,516  $50,000,000   $126,792,514     $69,275,152  $(19,598,785)
                              ============   ===========    ===========  ===========   ============     ===========  ============


The accompanying notes are an integral part of these statements.


                                       45



                                  FIRST BANCORP
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


                                                                                  Year ended December 31,
                                                                   2000                   1999                    1998
                                                             --------------         ----------------       -----------------
Net income                                                    $67,275,609            $62,074,949            $51,812,387
                                                              -----------            -----------            -----------
Other comprehensive income net of tax:
Unrealized gains (losses) on securities:
     Unrealized holding gains (losses)
       arising during the period                               54,938,028            (76,366,386)            16,839,050
     Less: reclassification adjustment
       for gains included in net income                         5,887,854              1,032,504             20,120,563
                                                           --------------          -------------            -----------
Total other comprehensive income (loss)                        49,050,174            (77,398,890)            (3,281,513)
                                                            -------------            -----------          -------------

Comprehensive income (loss)                                  $116,325,783           $(15,323,941)           $48,530,874
                                                             ============           ============            ===========

The accompanying notes are an integral part of these statements.





                                       46




                                  FIRST BANCORP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1 - Nature of Business

         First BanCorp (the  Corporation)  was incorporated on October 1st, 1998
under  the laws of the  Commonwealth  of Puerto  Rico to serve as the  financial
holding  company for FirstBank  Puerto Rico (FirstBank or the Bank). As a result
of this  reorganization,  each of the Bank's  outstanding shares of common stock
was  converted  into one share of common stock of the new bank holding  company.
First  BanCorp is subject to the  Federal  Bank  Holding  Company Act and to the
regulations, supervision, and examination of the Federal Reserve Board.

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

Note 2 - Summary of Significant Accounting Policies

         The  accounting  and  reporting  policies  of the  Corporation  and its
subsidiaries  conform with generally  accepted  accounting  principles,  and, as
such,  include  amounts based on judgments,  estimates and  assumptions  made by
Management  that  affect the  reported  amounts of assets  and  liabilities  and
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues and expenses  during the  reporting  periods.
Actual results could differ from those estimates.  Following is a description of
the more significant accounting policies followed by the Corporation:

         Principles of consolidation

         The  consolidated  financial  statements  include  the  accounts of the
Corporation and its subsidiaries, all of which are wholly-owned. All significant
intercompany balances and transactions have been eliminated in consolidation.

         Statement of cash flows

         For purposes of reporting cash flows, cash and cash equivalents include
cash on hand,  amounts due from banks and  short-term  money market  instruments
with maturities of 90 days or less.

         Securities purchased under agreements to resell

         The Corporation  purchases  securities  under  agreements to resell the
same securities.  The counterparties to these agreements retain control over the
securities  sold to the  Corporation,  accordingly,  the amounts  advanced under
these agreements  represent  short-term loans and are reflected as assets in the
statements of financial condition.  The Corporation monitors the market value of
the  underlying  securities  as compared to the  related  receivable,  including
accrued interest,  and requests additional  collateral where deemed appropriate.
It is the Corporation's policy to take possession of the underlying security.

         Investment securities

         The   Corporation   classifies  its  investments  in  debt  and  equity
securities into one of three categories:

                                       47


                  Held  to  maturity  -  Securities  which  the  entity  has the
         positive intent and ability to hold to maturity.  These  securities are
         carried at amortized cost.

                  Trading - Securities that are bought and held  principally for
         the  purpose of selling  them in the near term.  These  securities  are
         carried at fair value,  with  unrealized  gains and losses  reported in
         earnings.

                  Available for sale - Securities  not  classified as trading or
         as held to maturity.  These securities are carried at fair value,  with
         unrealized  holding  gains and  losses,  net of deferred  tax  effects,
         reported  in other  comprehensive  income as a  separate  component  of
         stockholders' equity.

         Premiums  and  discounts  are  amortized as an  adjustment  to interest
income over the life of the related  securities using a method that approximates
the interest  method.  Realized  gains or losses on  securities  are reported in
earnings.  When computing  realized  gains or losses,  the cost of securities is
determined on the specific identification method.

         Loans and allowance for loan losses

         Loans are stated at their  outstanding  balance less unearned  interest
and  net  deferred  loan  origination  fees  and  costs.  Unearned  interest  on
installment  loans  (i.e.,  personal and auto) is  recognized  as income under a
method which approximates the interest method.

         The Corporation  measures impairment  individually for those commercial
loans  with a  principal  balance  exceeding  $1  million,  and  for  delinquent
residential  real estate loans. An allowance is established  when the collateral
value of an impaired loan is lower than the carrying  value of the loan.  Groups
of small balance,  homogeneous loans are collectively  evaluated for impairment.
The portfolios of consumer  loans,  auto loans and finance leases are considered
homogeneous and are evaluated collectively for impairment.

         Loans on which the recognition of interest income has been discontinued
are designated as  non-accruing.  When loans are placed on non-accruing  status,
any accrued but  uncollected  interest  income is reversed  and charged  against
interest  income.  Consumer loans are classified as  non-accruing  when they are
delinquent:  90 days or more for auto,  boat and home equity reserve loans,  120
days or more for  personal  loans,  and 180 days or more for  credit  cards  and
personal  lines of credit.  Commercial  and  mortgage  loans are  classified  as
non-accruing  when  they are  delinquent  90 days or more.  This  policy is also
applied to all impaired loans.

         The Corporation  provides for estimated losses on mortgage,  commercial
and consumer loans upon an evaluation of the risk characteristics of said loans,
loss experience,  economic  conditions and other pertinent factors.  Loan losses
are charged and recoveries are credited to the allowance for loan losses.

         Loan fees and costs

         Loan fees and costs  incurred in the  origination of loans are deferred
and amortized using the interest method or under a method that  approximates the
interest method over the life of the loans as an adjustment to interest  income.
When a loan is paid off or sold,  any  unamortized  net  deferred  fee (cost) is
credited (charged) to income.

         Other real estate owned

         Other real estate owned,  acquired in settlement of loans,  is recorded
at the lower of cost (carrying  value of the loan) or fair value minus estimated
cost to sell the real estate.  Gains or losses  resulting from the sale of these
properties  and  losses  recognized  on  the  periodic  reevaluations  of  these
properties  are  credited  or  charged  to net cost  (gain)  of  operations  and
disposition of other real estate owned.  The cost of  maintaining  and operating
these properties is expensed as incurred.

                                       48



         Premises and equipment

         Premises   and   equipment   are  carried  at  cost  less   accumulated
depreciation.  Depreciation  is  provided on the  straight-line  method over the
estimated  useful  lives of the  individual  assets.  Depreciation  of leasehold
improvements  is  computed  on the  straight-line  method  over the terms of the
leases or  estimated  useful  lives of the  improvements,  whichever is shorter.
Costs of maintenance  and repairs which do not improve or extend the life of the
respective  assets are expensed as incurred.  Costs of renewals and  betterments
are  capitalized.  When assets are sold or disposed  of,  their cost and related
accumulated  depreciation  are removed from the accounts and any gain or loss is
reflected in earnings.

         Securities sold under agreements to repurchase

         The Corporation  sells  securities  under  agreements to repurchase the
same or similar  securities.  Generally,  similar securities are securities from
the same issuer,  with  identical  form and type,  similar  maturity,  identical
contractual  interest rates, similar assets as collateral and the same aggregate
unpaid  principal  amount.  The Corporation  retains control over the securities
sold under  these  agreements,  accordingly,  these  agreements  are  considered
financing  transactions and the securities  underlying the agreements  remain in
the asset accounts. The counterparty to certain agreements may have the right to
repledge  the  collateral  by  contract  or custom.  Such  assets are  presented
separately  in the  statements of financial  condition as securities  pledged to
creditors that can be repledged.

         Accounting for income taxes

         Deferred   taxes  arise  because   certain   transactions   affect  the
determination  of taxable  income for  financial  reporting  purposes in periods
different  from the  period in which the  transactions  affect  taxable  income.
Deferred  taxes have been recorded based upon the Puerto Rico enacted tax rates.
Current tax expense has been provided  based upon the estimated tax liability to
be incurred for tax return purposes.

         Amortization of debt issuance costs

     Costs  related to the issuance of debt are  amortized  under a method which
approximates the interest method.

         Treasury stock

         The  Corporation  accounts for treasury stock at par value.  Under this
method,  the treasury  stock account is increased by the par value of each share
of common  stock  reacquired.  Any  excess  paid per share over the par value is
debited  to  additional  paid-in  capital  for the  amount per share that it was
originally credited. Any remaining excess is charged to retained earnings.


         Stock option plan

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

         Earnings per common share

         Earnings per share-basic is calculated by dividing income  available to
common stockholders by the weighted average number of outstanding common shares.
The computation of earnings per  share-diluted  is similar to the computation of
earnings per  share-basic  except


                                       49



     that the weighted average common shares are increased to include the number
of  additional  common shares that would have been  outstanding  if the dilutive
potential  common shares had been issued.  Stock options  outstanding  under the
Corporation's stock option plan are considered in the earnings per share-diluted
by application of the treasury stock method, which assumes that proceeds for the
exercise of options are used to repurchase common stock in the open market.  Any
stock splits or stock  dividends  are  retroactively  recognized  in all periods
presented in financial statements.

         Comprehensive income

         Comprehensive  income  includes net income and several other items that
current  accounting  standards  require to be recognized  outside of net income,
primarily the  unrealized  gain (loss) on securities  available for sale, net of
tax.

         Accounting for derivative instruments and hedging activities

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  This  statement  establishes
accounting  and  reporting  standards  for  derivative  instruments,   including
derivative  instruments  that are embedded in other  contracts,  and for hedging
activities. In June 2000, the Board issued SFAS No. 138, "Accounting for Certain
Derivative  Instruments and Certain Hedging  Activities",  which amends SFAS No.
133. The provisions of these statements must be adopted on January 1, 2001.

         SFAS No.  133,  as  amended,  standardizes  accounting  for  derivative
instruments  by requiring the  recognition of all  derivatives  (both assets and
liabilities)  in the statement of financial  position at fair value.  Under SFAS
No. 133,  changes in the fair value of derivative  instruments are accounted for
as current income or other comprehensive income, depending on their intended use
and designation.  For transactions that qualify for hedge  accounting,  SFAS No.
133  provides  for a matching of the timing of gain or loss  recognition  on the
hedging  instrument  with the  recognition in earnings of (a) the changes in the
fair  value  of the  hedged  asset,  liability,  or a firm  commitment  that are
attributable  to the  hedged  risk  or (b) the  effect  of the  exposure  to the
variability  of cash flows  from the  hedged  asset,  liability,  or  forecasted
transaction.  Note 32 to the financial statements provides additional details of
the adoption of SFAS No. 133.


    Transfer  and  servicing  of  financial   assets  and   extinguishment   of
liabilities

         The FASB recently  issued SFAS No. 140,  "Accounting  for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,  a replacement
of SFAS No. 125." SFAS No. 140 revises the standards for accounting for security
transactions and other transfers of financial assets and collateral and requires
certain  disclosures,  but it  carries  over most of SFAS No.  125's  provisions
without  reconsideration.  SFAS No. 140 is generally  effective for transactions
occurring  after  March 31,  2001.  However,  the  provisions  with  respect  to
recognition and  reclassification of collateral and for disclosures  relating to
securitization  transactions and collateral are required for fiscal years ending
after December 15, 2000.  Management  understands  that the adoption of SFAS No.
140 will not have a material  effect,  if any,  on the  Corporation's  financial
position or results of operations.

Note 3 - Stockholders' Equity

         Common stock

         On April 30, 1998, the  Corporation  declared a two for one stock split
on its then outstanding  14,796,526 shares of common stock. As a result, a total
of 14,796,526  additional shares of common stock were issued on May 29, 1998. In
addition,  13,000 and 6,000 shares of common  stock were issued  during 1999 and
2000 as part of the  exercise of stock  options  under the  Corporation's  stock
option plan.

         The  Corporation  declared cash  dividends on its common stock of $0.44
per share in 2000, of $0.36 per share in 1999, and of $0.30 per share in 1998.

                                       50




         Stock repurchase plan and treasury stock

         In 1996 a stock  repurchase  program was established (the 1996 Program)
where the Corporation is authorized to repurchase in the open market, and retire
from  circulation or hold as treasury stock, up to ten percent of the 31,083,502
issued  and  outstanding  shares of  common  stock at the time the  program  was
approved by the stockholders. In 1997 an additional stock repurchase program was
established  whereby the Corporation may repurchase in the open market shares of
common stock,  which amount represents 10% of the issued and outstanding  shares
after all shares authorized under the 1996 Program have been repurchased.  Under
these  programs,  the  Corporation  repurchased  a total of 1,642,400  shares of
common stock at a cost of $30,086,590  during 2000,  1,452,000  shares of common
stock at a cost of  $32,510,611  during 1999, and 317,600 shares of common stock
at a cost of  $5,867,674  during  1998.  The number of shares  were  adjusted to
recognize  the May 1998  stock  split.  From the total  amount  of common  stock
repurchased,  3,194,400  shares were held as treasury stock at December 31, 2000
(1999 - 1,552,000 shares) and were available for general corporate purposes.

         Preferred stock

         The Corporation has 50,000,000 shares of authorized  non-cumulative and
non-convertible  preferred  stock  with a par  value  of $1,  redeemable  at the
Corporation's  option  subject  to  certain  terms.  This stock may be issued in
series and the shares of each series shall have such rights and  preferences  as
shall be fixed by the Board of Directors when  authorizing  the issuance of that
particular  series.  During 2000, the  Corporation  issued  3,000,000  shares of
preferred stock (3,600,000 shares-1999). The liquidation value per share is $25.
Annual  dividends  of $2.0875 per share  (issuance  of 2000) and of $1.78125 per
share  (issuance  of 1999),  are  payable  monthly,  if declared by the Board of
Directors.

         Capital reserve

         The capital  reserve  account was  established  to comply with  certain
regulatory   requirements  of  the  Office  of  the  Commissioner  of  Financial
Institutions  of Puerto Rico  related to the issuance of  subordinated  notes by
FirstBank in 1995.  An amount equal to 10% of the  principal of the notes is set
aside  each year from  retained  earnings  until the  reserve  equals  the total
principal  amount. At the notes repayment date the balance in capital reserve is
to be  transferred to the legal surplus  account or retained  earnings after the
approval of the Commissioner of Financial Institutions of Puerto Rico.

         Legal surplus

         The Banking Act of the  Commonwealth  of Puerto  Rico  requires  that a
minimum of 10% of  FirstBank's  net income for the year be  transferred to legal
surplus,  until such  surplus  equals the total of paid in capital on common and
preferred  stock.  Amounts  transferred  to the legal  surplus  account from the
retained   earnings   account  are  not  available  for   distribution   to  the
stockholders.

         Dividend restrictions

         The Corporation is subject to certain restrictions generally imposed on
Puerto Rico  corporations  (i.e.,  that  dividends may be paid out only from the
Corporation's  net assets in excess of capital or in the absence of such excess,
from the  Corporation's  net earnings for such fiscal year and/or the  preceding
fiscal year).  The Federal Reserve Board has also issued a policy statement that
provides that bank holding  companies should generally pay dividends only out of
current operating earnings.

Note 4 - Regulatory Capital Requirements

         The Corporation is subject to various regulatory  capital  requirements
imposed  by the  federal  banking  agencies.  Failure  to meet  minimum  capital
requirements   can  initiate   certain   mandatory   and   possibly   additional
discretionary  actions by regulators  that, if  undertaken,  could have a direct
material  effect  on  the  Corporation's  financial  statements.  Under  capital
adequacy  guidelines and the regulatory  framework for prompt corrective action,


                                       51



the Corporation must meet specific capital guidelines that involve  quantitative
measures of the Corporation's assets, liabilities, and certain off-balance sheet
items as calculated under regulatory  accounting  practices.  The  Corporation's
capital amounts and classification  are also subject to qualitative  judgment by
the regulators about components, risk weightings and other factors.

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

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

         The  Corporation's  and its  banking  subsidiary's  regulatory  capital
positions were as follows:


                         


                                                                                             Regulatory requirements
                                                                                    ------------------------------------------------
                                                                                      For capital                To be well
                                                                Actual              adequacy purposes           capitalized
                                                        --------------------------------------------------------------------------
                                                          Amount         Ratio         Amount   Ratio          Amount       Ratio
At December 31, 2000  (Dollars in  thousands)  Total  Capital (to  Risk-Weighted
   Assets):
      First BanCorp                                          $536,402    14.43%          $297,280  8%         $371,600        10%
      FirstBank                                               469,774    12.76%           294,516  8%          368,145        10%

   Tier I Capital (to Risk-Weighted Assets):
      First BanCorp                                          $417,203    11.23%          $148,640  4%         $222,960         6%
      FirstBank                                               351,001     9.53%           147,258  4%          220,887         6%

   Tier I Capital (to Average Assets):
      First BanCorp                                          $417,203     7.28%          $172,042  3%         $286,736         5%
      FirstBank                                               351,001     6.18%           170,307  3%          283,846         5%

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

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

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


                                       52



Note 5 - Stock Option Plan

         The Corporation has a stock option plan covering certain employees. The
options  granted under the plan cannot exceed 20% of the number of common shares
outstanding.  Each option provides for the purchase of one share of common stock
at a price  not less  than the fair  market  value of the  stock on the date the
option is granted.  Stock  options are fully vested upon  issuance.  The maximum
term to exercise the options is ten years.  The stock option plan provides for a
proportionate adjustment in the exercise price and the number of shares that can
be purchased in the event of a stock dividend, stock split,  reclassification of
stock, merger or reorganization and certain other issuance and distributions.




                         


         Following is a summary of the  activity  related to stock  options,  as
adjusted retroactively for the May 1998 stock split:
                                                                       Number            Weighted Average
                                                                     of Options      Exercise Price per Option

At December 31, 1997                                                     474,000                 $10.68
   Granted                                                               296,000                 $24.85
   Exercised                                                             (13,500)                $14.56
                                                                         -------
At December 31, 1998                                                     756,500                 $16.16
   Granted                                                               223,000                 $19.99
   Exercised                                                             (13,000)                $13.56
                                                                       ---------
At December 31, 1999                                                     966,500                 $17.07
   Granted                                                               318,000                 $22.31
   Exercised                                                              (6,000)                $15.63
   Canceled                                                               (2,000)                $26.00
                                                                     -----------
At December 31, 2000                                                   1,276,500                 $18.37
                                                                       =========

         The  options   outstanding  at  December  31,  2000  have  an  original
expiration term of ten years and all of them are exercisable. The exercise price
of the options  outstanding at December 31, 2000 ranges from $5.79 to $28.38 and
the weighted average remaining contractual life is approximately seven years.

         Following  is  additional  information  concerning  the  stock  options
outstanding at December 31, 2000. The data included herein have been adjusted to
reflect the May 1998 stock split.

                         Number of                 Exercise Price           Contractual
                           Options                  per Option                 Maturity
                          ---------                ------------           -------------------

                             234,000               $  5.79                November 2004
                             207,500                $15.63                November 2007
                              60,000                $19.19                February 2008
                               7,000                $28.38                April 2008
                              40,000                $27.09                May 2008
                              12,000                $26.56                June 2008
                             175,000                $26.00                November 2008
                               2,000                $25.94                February 2009
                               3,500                $26.44                April 2009
                              15,000                $22.56                August 2009
                             202,500                $19.63                November 2009
                             318,000                $22.31                December 2010
                          ----------
                           1,276,500
                          ==========



                                       53





                         

Note 6 - Earnings Per Common Share

         The calculations of earnings per common share for the years ended December 31, 2000, 1999 and 1998 follow:
                                                                                  Year ended December 31,
                                                                        --------------------------------------
                                                                         2000             1999             1998
                                                                        ------           ------            ----
                                                                        (In thousands, except per share data)
Net income                                                               $67,276          $62,075           $51,812
Less: Preferred stock dividend                                            (7,408)          (4,275)           ______
                                                                       ---------        ---------
Net income-attributable to common stockholders                           $59,868          $57,800           $51,812
                                                                         =======          =======           =======

Earnings per common share-basic:
- -------------------------------

  Net income - available to common stockholders                          $59,868          $57,800           $51,812
                                                                         -------          -------           -------
  Weighted average common shares outstanding                              26,943           28,941            29,586
                                                                        --------         --------           -------
  Earnings per common share-basic                                       $   2.22        $    2.00          $   1.75
                                                                        ========        =========          ========

Earnings per common share-diluted:
- ---------------------------------

  Net income - available to common stockholders                          $59,868          $57,800           $51,812
                                                                         -------          -------           -------
  Weighted average common shares and share equivalents:
    Average common shares outstanding                                     26,943           28,941            29,586
    Common stock equivalents - Options                                       202              258               272
                                                                       ---------         --------         ---------
   Total                                                                  27,145           29,199            29,858
                                                                         -------           ------           -------
Earnings per common share-diluted                                       $   2.21         $   1.98         $    1.74
                                                                        ========         ========         =========


         Had  compensation  cost for the stock options  granted been  determined
based  on the fair  value at the  grant  date  (as a result  of the  requirement
explained  in Note 2 - Stock  option  plan),  the  Corporation's  net income and
earnings  per  common  share  would have been  reduced to the pro forma  amounts
indicated, as follow:

                         


                                                                                         Year ended December 31,
                                                                                 ----------------------------------------
Pro forma earnings per common share:                                                 2000            1999           1998
- -----------------------------------                                              ----------       ---------       ----------
                                                                                 (In thousands, except per share data)
Net income-available to common stockholders                                        $58,119           $56,341       $48,592
Earnings per common share-basic                                                      $2.16             $1.95         $1.64
Earnings per common share-diluted                                                    $2.14             $1.93         $1.63




         Management  uses the  binomial  model for the  computation  of the fair
value of each option  granted to buy shares of the  Corporation's  common stock.
The fair value of each option granted  during 2000,  1999 and 1998 was estimated
using the following  assumptions:  weighted dividend growth of 0% (2000), 22.38%
(1999) and 21.97% (1998);  expected life of 3.11 years (2000) and 10 years (1999
and 1998);  weighted expected  volatility of 31.74% (2000),  29.46% (1999),  and
36.08%  (1998),  and weighted  risk-free  interest rate of 5.36%  (2000),  6.04%
(1999) and 5.10%  (1998).  The  weighted  estimated  fair  value of the  options
granted was $5.50 (2000), $6.54 (1999) and $10.95 (1998) per option.

Note 7 - Cash and Due from Banks

         The Corporation is required by law to maintain  minimum average reserve
balances.  The  amount  of those  reserve  average  balances  was  approximately
$45,107,600 at December 31, 2000 (1999 - $40,975,700).

                                       54




Note 8 - Securities Purchased Under Agreements To Resell

         At December 31, 2000 and 1999, there were no securities purchased under
agreements to resell. The maximum aggregate balance outstanding at any month-end
during 2000 was  approximately  $10,425,000  (1999 -  $17,421,000).  The average
aggregate balance during 2000 was $882,992 (1999 - $1,577,504).

Note 9 - Investment Securities Held For Trading

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

         All  trading  instruments  are  subject to market  risk,  the risk that
future changes in market  conditions,  such as  fluctuations in market prices or
interest  rates,  may make an  instrument  less  valuable or more  onerous.  The
instruments  are accounted  for at market value,  and their changes are reported
directly in earnings. The Corporation may write options on trading securities as
part of its trading  activities.  Also the Corporation may enter in transactions
of securities sold not yet purchased for trading  purposes.  These  transactions
are  carried  at market  value.  Net  gains  and  losses  resulting  from  these
transactions are recorded in the trading income or loss account.

         The net gain from the sale of trading  securities  amounted to $419,367
for the year ended  December  31,  2000 (a loss of $7,946 for 1999 and a gain of
$3,364,843 for 1998), and were included in earnings as trading income.

Note 10 - Investment Securities Held To Maturity

         The amortized  cost,  gross  unrealized  gains and losses,  approximate
market value,  weighted  average yield and  maturities of investment  securities
held to maturity at December 31, 2000 and 1999 were as follows:

                         


                                                   December 31, 2000                                 December 31, 1999
                              ------------------------------------------------  ----------------------------------------------------
                                                                      Weighted                                          Weighted
                              Amortized       Unrealized     Market    average    Amortized     Unrealized     Market    average
                              cost            gains(losses)  value     yield%       cost       gains(losses)   value      yield%
                              --------------  ----------    --------   -------      -------   ------------     --------  --------

                                                                 (Dollars in thousands)
Obligations of U.S.
  Government Agencies:
     After 1 to 5 years       $  10,000               $(12) $   9,988    7.04
     After 5 to 10 years                                                         $10,000          $  (166)    $9,834    7.04
     After 10 years              90,176   $1,340    (5,119)    86,397    7.53     83,756           (9,255)    74,501    7.53
Puerto Rico Government
  Obligations:
    After 10 years                3,831                (56)      3,775   6.50      3,593     $57               3,650    6.50
                            -----------    ----- ---------- -----------         ---------    ---  -------   ---------
   Total                       $104,007   $1,340   $(5,187)  $100,160    7.44    $97,349     $57  $(9,421)   $87,985    7.44
                               ========   ======   =======   ========            =======     ===  =======    =======
Mortgage backed securities:
Government National
    Mortgage Association
    (GNMA) certificates
    After 10 years             $206,989   $1,326             $208,315    6.94   $206,697          $(7,851)  $198,845    6.94
                               ========   ======             ========           ========          =======   ========



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



                         

Note 11 -Investment Securities Held For Sale

         The amortized  cost,  gross  unrealized  gains and losses,  approximate
market value,  weighted  average yield and  maturities of investment  securities
held for sale at December 31, 2000 and 1999 were as follows:

                                       55



                                                     December 31, 2000                          December 31, 1999
                              ------------------------------------------------  ----------------------------------------------
                                                                     Weighted                                        Weighted
                              Amortized       Unrealized    Market   average  Amortized   Unrealized         Market  average
                                cost        gains (losses)  value    yield%    cost     gains (losses)       value   yield%
Obligations of U.S.
  U.S. Treasury Securities:                                       (Dollars in thousands)
     Within 1 year            $   499   $  2               $   501    6.04
     After 1 to 5 years         2,630     33                 2,663    6.49
     After 5 to 10 years       39,624            $(718)     38,906    4.89     $39,577           $(4,302)      $35,275    4.90
     After 10 years            67,555             (455)     67,100    5.50      67,468            (9,621)       57,847    5.51
Obligations of other U.S.
 Government Agencies:
     Within 1 year            240,341     46               240,387    6.76     219,065      $53      (58)      219,060    5.68
     After 1 to 5 years        31,705    144                31,849    7.86
     After 5 to 10 years       29,988    217                30,205    7.81
     After 10 years            53,593    322    (3,302)     50,613    7.66      27,457            (5,127)       22,330    7.05
Puerto Rico Government
 Obligations:
     After 1 to 5 years        20,000                       20,000    7.41
     After 5 to 10 years          429              (11)        418    6.65
     After 10 years             8,840     39      (254)      8,625    6.51       5,880                (36)       5,844    6.83
                          ----------- ------ --------- -----------         -----------           ---------      --------
Total                        $495,204   $803   $(4,740)   $491,267    6.69    $359,447      $53  $(19,144)     $340,356    5.69
                             ========   ====   =======    ========            ========      ===  =========      ========
Mortgage  backed  securities:
Federal Home Loan  Mortgage  Corporation
   (FHLMC) certificates:
     After 1 to 5 years     $     834   $  6              $    840    7.02   $     997             $ (25)      $   972    6.87
     After 5 to 10 years        8,088     27                 8,115    6.22       9,905              (255)        9,650    6.23
     After 10 years            18,829    282                19,111    7.00      22,872      $11     (155)       22,728    6.38
                            ---------  -----               --------            --------      ---     ----        ------
                               27,751    315                28,066    6.77      33,774       11     (435)       33,350    6.35
                            ---------  -----               --------             -------     ----    ----        ------
Government National
 Mortgage Association
(GNMA) certificates:
     After 5 to 10 years        4,484               (81)     4,403    6.22       3,674               (46)        3,628    5.85
     After 10 years         1,291,460    593    (13,229) 1,278,824    6.50   1,039,069    1,410  (76,054)      964,425    6.19
                           ----------  -----   ---------  --------            ---------   -----   -------       -------
                            1,295,944    593    (13,310) 1,283,227    6.50   1,042,743    1,410  (76,100)      968,053    6.19
                           ----------  -----   --------- ---------           ---------    -----   -------       -------
Federal National
 Mortgage Association
(FNMA) certificates:
     After 1 to 5 years          375      2                   377     7.29         644                (7)          637    7.29
     After 5 to 10 years         125      1                   126     6.84         188                (6)          182    6.88
     After 10 years            9,402    270       (14)      9,658     8.16      11,109      299      (46)       11,362    8.26
                         ------------  -----   -------  ----------              --------   -----    -----      --------
                                9,902    273      (14)     10,161     8.11      11,941      299      (59)       12,181    8.19
                         ------------  -----   -------   ---------              --------   -----    -----      --------
Mortgage pass through
 certificates:
     After 10 years             2,286     66                 2,352    8.96       2,463      757                  3,220    9.09
                         ------------  -----           -----------           ---------     -----               --------
Real Estate Mortgage
 Interest Conduit:
     Within 1 year         ---------- ------  --------  ----------                 361       12                    373   12.52
                                                                            -----------  -------              ----------
Total                      $1,335,883 $1,247  $(13,324) $1,323,806    6.52  $1,091,282   $2,489  $(76,594)  $1,017,177    6.23
                           ========== ======  ========  ==========          ==========   =======    =======   ==========
Other investments:
    Within 1 year        $     55,559 $   84  $(10,407) $   45,235    3.83  $   67,359   $1,914                 $69,273   6.03
    After 1 to 5 years         27,416    295      (105)     27,606    7.97      14,750            $    (88)      14,662   7.76
    After 5 to 10 years        10,522     76                10,598    7.21      11,779                (162)      11,617   7.25
    After 10 years              3,211              (60)      3,151    6.31         990                              990   7.06
                       --------------  ----- ---------------------    -----   ---------   ------      ------     -------
Total                    $     96,708 $  455  $(10,572) $   86,590    5.45  $   94,878   $1,914      $(250)     $96,542   6.46
                         ===================  ======== ===========            =========   ======      ======     =======


                                       56




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

         At December 31, 2000,  the net unrealized  loss of $19,598,785  (1999 -
net unrealized loss of $68,648,959) on securities available for sale, net of the
deferred  income  tax of  $6,532,928  (1999  -  $22,882,986),  was  reported  in
accumulated  other  comprehensive  income.  For  2000,  the  change  in the  net
unrealized  holding  gain on the  available  for  sale  securities  amounted  to
$65,400,232 (1999 - a loss of $103,198,520) before deferred income taxes.

         For  2000,  proceeds  from the  sale of  securities  amounted  to $58.5
million (1999 - $9.6  million,  1998 - $302.1  million)  resulting in a realized
gain of $7.9 million (1999 - $1.4 million,  1998 -$26.8 million). No losses were
recognized on those sales.

Note 12 - Federal Home Loan Bank (FHLB) Stock

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

Note 13 - Interest and Dividend on Investments

         A detail of interest and dividend income on investments follows:

                         


                                                                              Year ended December 31,
- ----------------------------------------------------------------------------------------------------------------
                                                                    2000                  1999                1998
                                                                 -----------           ---------           ----------
                                                                                      (In thousands)
Mortgage-backed securities:
Taxable                                                            $  3,325             $   4,137            $  5,230
Exempt                                                               91,416                77,900              63,131
                                                                   --------              --------            --------
                                                                    $94,741              $ 82,037             $68,361
                                                                    =======              ========             =======
Other investment securities:
Taxable                                                            $  1,577              $  1,528           $     801
Exempt                                                               38,060                24,758              20,621
                                                                   --------               -------            --------
                                                                    $39,637               $26,286             $21,422
                                                                    =======               =======             =======


                                       57




Note 14 - Loans Receivable

         The following is a detail of the loan portfolio:
                                                                                         December 31,
                                                                                2000                     1999
                                                                         ------------------    ---------------------

                                                                                        (In thousands)
Residential real estate loans:
Secured by first mortgages:
    Conventional                                                            $    695,344              $  395,885
    Insured by government agencies:
       Federal Housing Administration and Veterans
         Administration                                                           20,004                   6,543
       Puerto Rico Housing Bank and Finance Agency                                28,037                  32,928
Secured by second mortgages                                                        8,964                   5,706
                                                                           -------------              ----------
                                                                                 752,349                 441,062
    Deferred loan and commitment fees - net                                       (5,557)                 (5,293)
                                                                            ------------              ----------
Residential real estate loans                                                    746,792                 435,769
                                                                              ----------               ---------

Construction, land acquisition and land improvements                             484,986                 288,302
Undisbursed portion of loans in process                                         (281,031)               (156,234)
                                                                             -----------              ----------
Construction loans                                                               203,955                 132,068
                                                                             -----------             -----------

Commercial loans:
    Commercial loans                                                             947,709                 655,417
    Commercial mortgage                                                          438,321                 371,643
                                                                              ----------              ----------
Commercial loans                                                               1,386,030               1,027,060
                                                                               ---------               ---------

Finance leases                                                                   122,883                  85,693
                                                                               ---------              ----------

Consumer and other loans:
    Personal                                                                     388,696                 422,723
    Personal lines of credit                                                      12,852                  13,029
    Auto                                                                         530,534                 532,242
    Boat                                                                          33,954                  37,018
    Credit card                                                                  174,797                 168,045
    Home equity reserve loans                                                      2,134                   2,657
    Other                                                                                                    106
    Unearned interest                                                           (104,429)               (148,836)
                                                                            ------------             -----------
Consumer and other loans                                                       1,038,538               1,026,984
                                                                             -----------              ----------
Loans receivable                                                               3,498,198               2,707,574
Loans held for sale                                                            _________                  37,794
                                                                                                    ------------
Total loans                                                                    3,498,198               2,745,368
Allowance for loan losses                                                        (76,919)                (71,784)
                                                                            ------------           -------------
Total loans-net                                                               $3,421,279              $2,673,584
                                                                              ==========              ==========


         The Corporation's  primary lending area is Puerto Rico. At December 31,
2000 and 1999  there  is no  significant  concentration  of  credit  risk in any
specific industry on the loan portfolio.

         At December 31, 2000, loans in which the accrual of interest income had
been  discontinued   amounted  to  $67,716,000  (1999  -  $53,816,000;   1998  -
$56,958,000). If these loans had been accruing interest, the additional interest
income  realized would have been  approximately  $5,937,000  (1999 - $4,544,000;
1998 - $4,970,000).  There are no material  commitments to lend additional funds
to borrowers whose loans were in non-accruing status at these dates.

                                       58




         At  December  31,  1999  mortgage  loans  held  for  sale  amounted  to
$37,794,078.  All mortgage loans originated and sold during 1999 were sold based
on  pre-established  commitments or at market values,  which in both  situations
were equal or exceeded the carrying  value of the loans.  During 2000 loans held
for sale were  reclassified to loans  receivable  since the Corporation does not
intend to sell those loans.

         At December 31, 2000,  the  Corporation  was servicing  mortgage  loans
owned by others  aggregating  approximately  $144,805,000  (1999 - $134,348,000;
1998 - $147,439,000).

         Various  loans secured by first  mortgages  were assigned as collateral
for term notes,  certificates  of deposit,  advances  from the Federal Home Loan
Bank,  and unused lines of credit.  The  mortgage  loans  pledged as  collateral
amounted  to  $104,739,882  and  $157,612,921  at  December  31,  2000 and 1999,
respectively. At December 31, 1999 a portfolio of personal loans was assigned as
collateral for short-term borrowings as explained in Note 21 - "Other Short-Term
Borrowings." The personal loans pledged as collateral amounted to $186,417,700.

Note 15 - Allowance for Loan Losses

                         


         The changes in the allowance for loan losses were as follows:

                                                                     Year ended December 31,
                                                     -------------------------------------------------------
                                                           2000                 1999              1998
                                                     ---------------     ----------------   ------------------
                                                                           (In thousands)
  Balance at beginning of period                            $71,784             $67,854            $57,712
  Provision charged to income                                45,719              47,961             76,000
  Losses charged against the allowance                      (51,831)            (53,665)           (72,223)
  Recoveries credited to the allowance                        9,807               9,048              6,034
  Other adjustments                                           1,440                 586                331
                                                          ---------          ----------         -----------
  Balance at end of period                                  $76,919             $71,784            $67,854
                                                            =======             =======            =======



             At December 31, 2000,  $13.1  million ($4.4 million at December 31,
1999) in  commercial  and real  estate  loans  over  $1,000,000  was  considered
impaired  with an allowance of $7.8 million ($1.3 million at December 31, 1999).
There were no consumer loans over $1,000,000 considered impaired at December 31,
2000 and 1999.  The average  recorded  investment in impaired  loans amounted to
$8.8 million for 2000 (1999 - $9.4  million).  Interest  income in the amount of
approximately  $227,000  was  recognized  on  impaired  loans  in  2000  (1999 -
approximately $428,000; 1998 - approximately $736,000).

Note 16 - Related Party Transactions

      The Corporation granted loans to its directors,  executive officers and to
certain related individuals or entities in the ordinary course of business.  The
movement and balance of these loans were as follows:


                         
                                                                                   Amount
                                                                                ------------
                                                                               (In thousands)
                  Balance at December 31, 1998                                     $21,529
                  New loans                                                          2,106
                  Payments                                                            (542)
                                                                                  --------
                  Balance at December 31, 1999                                      23,093
                  New loans                                                            279
                  Payments                                                          (3,198)
                                                                                  --------
                  Balance at December 31, 2000                                     $20,174
                                                                                  ========


                                       59




Note 17 - Premises and Equipment

         Premises and equipment are stated at cost less accumulated depreciation
as follows:


                         

                                       Useful life                          December 31,
                                                              --------------------------------------
                                         in years                      2000              1999
                                      -------------               --------------    ---------------
                                                                         (In thousands)
Land                                                               $  7,378              $  6,853
Buildings and improvements                10-40                      35,038                33,433
Leasehold improvements                     1-15                      12,344                14,223
Furniture and equipment                    3-10                      55,654                50,532
                                                                   --------              --------
                                                                    110,414               105,041
Accumulated depreciation                                            (52,086)              (48,233)
                                                                   --------               -------
                                                                     58,328                56,808
Projects in progress                                                 13,759                 5,140
                                                                   --------             ---------
       Total premises and equipment - net                           $72,087               $61,948
                                                                    =======               =======

Note 18 - Other Assets

         Following is a detail of other assets:
                                                                             December 31,
                                                             ----------------------------------------
                                                                   2000                       1999
                                                             ----------------           --------------
                                                                          (In thousands)
Deferred tax asset                                                  $42,651               $54,645
Accounts receivable                                                   9,531                 8,203
Prepaid expenses                                                      9,293                 9,243
Revenue earning vehicles                                              6,572                 5,680
Other                                                                28,527                17,661
                                                                   --------               -------
       Total                                                        $96,574               $95,432
                                                                    =======               =======


Note 19 - Deposits and Related Interest

         Deposits and related interest consist of the following:
                                                                           December 31,
                                                             ------------------------------------------
                                                                 2000                          1999
                                                             -------------                 -----------      -
                                                                          (In thousands)
Type of account and interest rate at:
                                                                                                            -
Savings accounts - 2.75% to 4.00%                              $   430,298               $ 447,946
Interest bearing checking accounts -
  2.75% to 4.50%                                                   170,631                 162,601
Non-interest bearing checking accounts                             232,164                 211,897
Certificate accounts - 4.15% to 7.60%
   (1999 - 3.80% to 8.00%)                                       2,512,891               1,742,978
                                                               -----------              ----------
                                                                $3,345,984              $2,565,422
                                                                ==========              ==========


       The weighted  average  interest rate on total  deposits at December 31,
2000 and 1999 was 5.83% and 4.94%, respectively.


                                       60



         At December  31,  2000,  the  aggregate  amount of  overdraft in demand
deposits  that  were  reclassified  as  loan  amounted  to  $4,106,412  (1999  -
$6,939,685).

         The following table presents a summary of certificates of deposits with
remaining term of more than one year at December 31, 2000:

                         


                                                      Total
                                                   -----------
                                                 (In thousands)
         Over one year to two years               $     97,119
         Over two years to three years                 200,837
         Over three years to four years                105,620
         Over four years to five years                 206,544
         Over five years                               767,966
                                                  ------------
            Total                                   $1,378,086
                                                    ==========


         At December 31, 2000 certificates of deposit (CD's) in denominations of
$100,000 or higher amounted to $1,995,730,680 (1999 - $1,283,083,091)  including
brokered  certificates of deposit of  $1,499,104,222  (1999 - $843,217,222) at a
weighted average rate of 6.60% (1999 - 5.84%).

         At December 31, 2000, there were no certificates of deposit  guaranteed
by irrevocable  standby letters of credits issued by the Federal Home Loan Bank.
At December 31,  1999,  certificates  of deposit  aggregating  $49,000,000  were
guaranteed by irrevocable  standby  letters of credit issued by the Federal Home
Loan Bank and other banks.  At December 31, 1999 certain  mortgage  loans with a
carrying value of  $71,165,714  and estimated  market value of  $58,992,705  and
securities  with a book value of  $5,401,047  and  approximate  market  value of
$5,351,690  were pledged to the Federal Home Loan Bank as part of the agreements
covering the letters of credit.

         At December 31, 2000,  deposit  accounts issued to government  agencies
with a carrying value of $101,661,753  (1999 - $62,378,476) were  collateralized
by securities  with a carrying value of  $106,917,690  (1999 - $78,782,695)  and
estimated  market  value  of  $104,868,113  (1999 -  $75,677,459)  and  specific
mortgage  loans with a carrying  value of  $3,539,882  (1999 -  $3,947,207)  and
estimated market value of $3,882,189 (1999 - $3,758,925).



                         

         A table showing interest expense on deposits follows:

                                                                    Year ended December 31,
                                                     ----------------------------------------------------
                                                           2000                1999              1998
                                                     ---------------     ---------------  ----------------
                                                                          (In thousands)
Savings                                                   $  12,792             $12,381           $11,717
Interest bearing checking accounts                            5,546               4,931             4,487
Certificates                                                134,945              73,177            54,214
                                                          ---------            --------          --------
   Total                                                   $153,283             $90,489           $70,418
                                                           ========             =======           =======

                                       61



Note 20 - Federal Funds Purchased and Securities Sold Under Agreements to Repurchase

     Federal funds purchased and securities sold under  agreements to repurchase
(repurchase agreements) consist of the following:

                                                                                  December 31,
                                                               -----------------------------------------------
                                                                       2000                     1999
                                                               -------------------       ------------------
                                                                               (In thousands)
Repurchase agreements, interest
 ranging from 4.97% to 6.63%
 (1999 - 4.50% to 6.35%)                                                $1,851,286              $1,447,732
Accrued interest payable                                                     5,150                   4,419
                                                                    --------------           -------------
       Total                                                            $1,856,436              $1,452,151
                                                                        ==========              ==========

         Federal funds purchased and repurchase agreements mature as follows:

                                                                                  December 31,
                                                                -----------------------------------------------
                                                                        2000                     1999
                                                                -------------------       ----------------
                                                                                (In thousands)
Repurchase agreements:
    One to thirty days                                                  $1,368,944              $1,229,448
    Over thirty to ninety days                                                                       8,450
    Over ninety days                                                       482,342                 209,834
                                                                       -----------            ------------
    Total                                                               $1,851,286              $1,447,732
                                                                        ==========              ==========

                                       62



The following securities were sold under agreements to repurchase:



                                                                              December 31, 2000
                                                Amortized                              Approximate     Weighted
                                                 cost of                               market value     average
                                                underlying           Balance of       of underlying     interest
                                               securities           borrowing         securities         rate
    Underlying securities                                                    (In thousands)
    U.S. Treasury Securities and
      obligations of other U.S.
     Government Agencies                           $   406,106         $   395,027        $   400,253     6.53%
    Mortgage backed securities                       1,497,102           1,456,259          1,485,816     6.35%
                                                     ---------         -----------        -----------
       Total                                        $1,903,208          $1,851,286         $1,886,069
                                                    ==========          ==========         ==========

    Accrued interest receivable                  $       4,124
                                                 =============

                                                                              December 31, 1999
                                             -------------------------------------------------------------------------------
                                                Amortized                              Approximate      Weighted
                                                cost of                               market value       average
                                                underlying         Balance of        of underlying      interest
    Underlying securities                        securities        borrowing            securities         rate
    ---------------------                    -----------------     ----------        ----------------   -----------
                                                                       (In thousands)
U.S. Treasury Securities and
      obligations of other U.S.
     Government Agencies                           $   325,529         $   296,720        $   303,107     5.77%
    Mortgage backed securities                       1,233,633           1,151,012          1,150,558     6.16%
                                                   -----------         -----------        -----------
       Total                                        $1,559,162          $1,447,732         $1,453,665
                                                    ==========          ==========         ==========

    Accrued interest receivable                  $       3,153
                                                 =============


         The weighted  average  interest  rates of federal  funds  purchased and
repurchase  agreements  at  December  31,  2000 and 1999 was  6.32%  and  5.38%,
respectively.

         At December 31, 2000, the securities  underlying  such  agreements were
delivered  to,  and are being  held by the  dealers  with  which the  repurchase
agreements were transacted,  except for  transactions  where the Corporation has
agreed to repurchase similar but not identical securities. The maximum aggregate
balance  outstanding  at any month-end  during 2000 was  $1,851,285,585  (1999 -
$1,631,913,357).   The   average   balance   during   2000   was   approximately
$1,687,880,000 (1999 - $1,441,486,000).

Note 21 - Other Short-Term Borrowings

         On  March  31,  1997,  the  Corporation  entered  into  a  $250,000,000
financing  arrangement  administered by Credit Suisse First Boston to be renewed
annually  within a term of three years.  During the first  quarter of 2000,  the
Corporation  paid off the outstanding  balance of these  borrowings and canceled
the  financial  arrangement.  At December  31,  1999,  borrowings  through  this
arrangement amounted to $152,484,084.

         The weighted  average  maturity at December  31, 1999 was 36 days.  The
weighted  average  interest  rate of these  borrowings  at December 31, 1999 was
6.20%.  The  maximum  aggregate   balance   outstanding  at  any  month-end  was
approximately $152,484,084. The average aggregate balance outstanding during the
year was  approximately  $97,373,301.  The  aggregate  book  value of the  loans
pledged as collateral at December 31, 1999 amounted to $186,417,700.

                                       63



Note 22 - Advances From The Federal Home Loan Bank (FHLB)

                         


         Following is a detail of the advances from the FHLB:
                                                                          December 31,
                                                          ----------------------------------------
         Maturity                          Interest rate              2000               1999
         --------                          -------------       ----------------   ----------------
                                                                  (In thousands)
January 2, 2001                            6.35%                $  1,000
January 5, 2001                            6.41%                  16,000
August 16, 2005                            6.30%                  50,000
February 3, 2000                           5.86%                                       $20,000
February 28, 2000                          6.03%                                        30,000
                                                                 -------              --------
                                                                 $67,000               $50,000
                                                                 =======               =======



     Advances are received  from the FHLB under an Advances,  Collateral  Pledge
and  Security  Agreement  (the  Collateral  Agreement).   Under  the  Collateral
Agreement,  the  Corporation  is  required  to  maintain  a  minimum  amount  of
qualifying  mortgage  collateral  with a  market  value  at  least  110%  of the
outstanding  advances.  At December 31, 2000,  specific  mortgage  loans with an
estimated market value of $76,485,860  (1999 - $56,303,500)  were pledged to the
FHLB as part of the  Collateral  Agreement.  The carrying value of such loans at
December 31, 2000 amounted to $73,700,000 (1999 - $55,000,000).

Note 23 - Notes Payable


                         

         Following is a detail of notes payable outstanding:

                                                      December 31, 2000                       December 31,
                                                      -----------------          ------------------------------------
Issue date (footnote)                    Maturity           Interest rate                2000              1999
- ---------------------                    --------           -------------           ------------     ----------------
                                                                                              (In thousands)
September 12, 1996 (b)                      2001                  6.12%                $10,000              $10,000
September 20, 1996 (b)                      2001                  6.23%                 20,500               20,500
September 20, 1996 (a)                      2001                  6.10%                 25,000               25,000
                                                                                      --------             --------
     Total                                                                             $55,500              $55,500
                                                                                       =======              =======



Footnotes:

     a. These  notes have the  benefit of a firm  commitment  issued by the FHLB
whereby it will make  advances to pay the principal and interest on the notes as
they become due if the  Corporation  fails to do so. The Corporation is required
to maintain as collateral  with the FHLB securities  having an aggregate  market
value,  determined monthly, equal to 110% of the aggregate outstanding principal
amount of the notes plus interest.  The  collateral  securities may consist of a
combination  of all or some of the  following:  (i) home mortgage loans owned by
the  Corporation  and secured by first  mortgages on real  properties  in Puerto
Rico;  (ii)  obligations  of, or guaranteed by, the United States  Government or
certain agencies; (iii) fully-modified pass-through mortgage backed certificates
guaranteed by GNMA; (iv) mortgage  participation  certificates  issued by FHLMC;
(v)  guaranteed  mortgage  pass-through  certificates  issued by FNMA;  and (vi)
certain certificates of deposit issued by banks approved by the FHLB.

     At  December  31,  2000,  specific  mortgage  loans  with a book  value  of
$27,500,000  (1999 - $27,500,000)  and an estimated  market value of $29,683,500
(1999 - $28,459,750) were pledged to the FHLB as part of the agreement  covering
the above  mentioned firm  commitment.  The estimated  market value was computed
based on parameters given by the Federal Home Loan Bank.

                                       64



     b. The  Corporation is required to maintain with the holder of these notes,
cash or securities with a market value of at least 105% of the aggregate  amount
of the notes.  The aggregate  estimated  market value and carrying  value of the
eligible  collateral  at December  31,  2000  amounted  to  $28,354,135  (1999 -
$30,152,980) and $28,254,750 (1999 - $29,793,954), respectively.

Note 24 - Subordinated Notes

         On December 20, 1995, the Corporation issued 7.63% subordinated capital
notes in the amount of $100,000,000 maturing in 2005. The notes were issued at a
discount.  At December 31, 2000 the  outstanding  balance net of the unamortized
discount and notes repurchased was $90,548,314 (1999 - $93,594,080). Interest on
the notes is payable semiannually and at maturity. The notes represent unsecured
obligations of the  Corporation  ranking  subordinate in right of payment to all
existing and future senior debt  including  the claims of  depositors  and other
general  creditors.  The notes may not be redeemed prior to their  maturity.  At
December 31, 2000, the Corporation has transferred to capital  reserves from the
retained earnings account $50,000,000,  as a result of the requirement explained
in Note 3 - "Stockholders' Equity."

Note 25 - Unused Lines Of Credit

         The Corporation  maintains unsecured standby lines of credit with other
banks. At December 31, 2000, the Corporation's total unused lines of credit with
these banks amounted to approximately  $133,500,000  (1999 -  $123,500,000).  At
December 31, 2000, the Corporation has an available line of credit with the FHLB
guaranteed  with  excess  collateral,  in the  amount  of  $66,841,562  (1999  -
$2,812,126).

Note 26 - Employees' Benefit Plan

         FirstBank  has  a  defined  contribution  retirement  plan  (the  Plan)
qualified under the provisions of the Puerto Rico Internal  Revenue Code Section
1165(e).  All  employees  (excluding  the Bank's  subsidiaries)  are eligible to
participate  in the Plan after one year of service.  Under the provisions of the
Plan,  the Bank  contributes  a quarter  of the  first 4% of each  participant's
compensation. Participants are permitted to contribute up to 10% of their annual
compensation,  limited to $8,000 per year. Additional  contributions to the Plan
are  voluntarily  made by the Bank as determined by its Board of Directors.  The
Bank made a total  contribution of $699,060,  $625,375 and $575,000 during 2000,
1999 and 1998, respectively, to the Plan.

Note 27 - Other Expenses
A detail of other expenses follows:

                         



                                                                        Year ended December 31,
                                                     -----------------------------------------------------------
                                                          2000                    1999               1998
                                                     --------------         ---------------    ----------------
                                                                                (In thousands)
   Professional and service fees                           $  8,740               $ 6,672             $ 5,820
   Advertising and business promotion                         8,468                 5,896               5,922
   Communications                                             5,573                 4,667               4,330
   Revenue earning equipment                                  1,525                 1,479               1,226
   Supplies and printing                                      1,214                 1,361               1,314
   Other                                                      7,423                 5,426               4,534
                                                          ---------             ---------            --------
          Total                                             $32,943               $25,501             $23,146
                                                            =======               =======             =======


 Note 28 - Income Taxes

         The Corporation is subject to Puerto Rico income tax on its income from
all sources.  For United States income tax purposes,  the Corporation is treated
as a foreign corporation.  Accordingly, it is generally subject to United States
income tax only on its income from


                                       65



     sources within the United States or income  effectively  connected with the
conduct  of a trade or  business  within the United  States.  Any United  States
income tax paid by the Corporation is creditable,  within certain conditions and
limitations, as a foreign tax credit against its Puerto Rico tax liability.



                         


         The provision for income taxes was as follows:

                                                         Year ended December 31,
                                                   2000               1999            1998
                                              ----------------------------------------------
                                                                  (In thousands)
                Current                         $19,117            $13,991         $17,845
                Deferred                         (4,356)            (6,703)        (13,047)
                                               --------           --------          ------
                Total                           $14,761           $  7,288         $ 4,798
                                                =======           ========         =======

         Income tax expense applicable to income before provision for income tax
differs from the amount  computed by applying the Puerto Rico  statutory rate of
39% as follows:

                                                                     Year ended December 31,
                                                  -------------------------------------------------------------------------------

                                                    2000                     1999                    1998
                                                                % of                    % of                     % of
                                                               pre-tax                 pre-tax                pre-tax
                                                   Amount       income      Amount     income       Amount     income
                                                 ----------    -------   -----------   -------     -------     -------
                                                                       (Dollars in thousands)
Computed income tax at statutory rate               $31,994        39         $27,052       39       $22,078       39
Benefit of net exempt income                        (12,707)      (15)        (13,959)     (20)      (22,078)     (39)
Other-net                                            (4,526)       (6)         (5,805)      (8)        4,798        8
                                                  ---------       ---        --------      ---     ---------      ----
      Total income tax provision                    $14,761        18        $  7,288       11      $  4,798        8
                                                    =======       ===        ========       ==      ========      ===

         The components of the deferred tax asset and liability were as follows:

                                                                                December 31,
                                                                       ------------------------------
                                                                         2000                1999
                                                                       --------           ----------
                                                                              (In thousands)
Deferred tax asset:
    Allowance for loan losses                                            $29,998            $27,995
    Unrealized loss on available for sale securities                       6,533             22,883
    Other                                                                  6,445              4,114
                                                                       ---------           --------
Deferred tax asset                                                       $42,976            $54,992
                                                                         =======            =======

Deferred tax liability                                                  $   (325)           $  (347)
                                                                        ========            =======



     Due to the above temporary  differences,  a net deferred tax asset resulted
amounting  to $42.7  million at December  31, 2000 (1999 - $54.6  million).  The
primary  timing  difference  was the  effect  of  future  deductions  under  the
charge-offs  method for  deducting  loan  losses.  No  valuation  allowance  was
considered necessary.

         The tax effect of the  unrealized  holding gain or loss for  securities
available  for sale was computed  based on a 25% capital  gain tax rate,  and is
included in accumulated  other  comprehensive  income as a part of stockholders'
equity.



                                       66




Note 29 - Commitments

     At  December  31, 2000  certain  premises  are leased  with terms  expiring
through the year 2011. The Corporation has the option to renew or extend certain
leases from two to ten years  beyond the  original  term.  Some of these  leases
require  the  payment  of  insurance,  increases  in  property  taxes  and other
incidental  costs.  At December 31, 2000,  the  obligation  under various leases
follows:

                          Year                                Amount
                          ----                              -----------
                                                       (In thousands)
                          2001                             $  4,322,520
                          2002                                3,840,526
                          2003                                2,832,795
                          2004                                2,237,197
                          2005                                1,176,828
                          2006 and later years                4,472,947
                                                          -------------
                          Total                             $18,882,813
                                                            ===========

         Rental  expense  included  in  occupancy  and  equipment   expense  was
$4,042,069 in 2000 (1999 - $3,390,786; 1998 - $3,158,156).

Note 30 - Fair Value of Financial Instruments

     The information about the estimated fair values of financial instruments as
required by generally accepted  accounting  principles,  is presented  hereunder
including some items not recognized in the statement of financial condition. The
disclosure  requirements  exclude  certain  financial  instruments  and  all non
financial instruments.  Accordingly,  the aggregate fair value amounts presented
do  not  represent   Management's  estimate  of  the  underlying  value  of  the
Corporation.  A summary  table of estimated  fair values and carrying  values of
financial instruments at December 31, 2000 and 1999 follows:


                         

                                                                                December 31,
                                            ---------------------------------------------------------------------
                                                        2000                                 1999
                                             Estimated         Carrying           Estimated          Carrying
                                             fair value         value            fair value           value
                                          ---------------   ------------        --------------    --------------
                                                                       (In thousands)
Assets:
Money market instruments                      $      2,020        $   2,020        $    35,217       $    35,217
Investment securities                            2,210,138        2,212,659          1,740,905         1,758,120
FHLB stock                                          18,537           18,537             17,827            17,827
Loans receivable, including loans
  held for sale - net                            3,396,324        3,421,279          2,753,597         2,673,584

Liabilities:
Deposits                                         3,351,069        3,345,984          2,554,429         2,565,422
Federal funds, securities sold
 under agreements to repurchase
 and other short-term borrowings                 1,857,651        1,856,436          1,604,635         1,604,635
Advances from FHLB                                  68,607           67,000             50,000            50,000
Notes payable and subordinated notes               144,853          146,048            145,994           149,094



         The estimated fair values were based on judgments regarding current and
future economic  conditions.  The estimates are subjective in nature and involve
uncertainties  and matters of  significant  judgment and,  therefore,  cannot be
determined  with  precision.  Changes  in the  underlying  assumptions  used  in
calculating the fair values could significantly affect the results. In addition,
the fair value estimates are based on outstanding balances

                                       67




     without  attempting to estimate the value of anticipated  future  business.
Therefore,  the estimated fair values may materially differ from the values that
could actually be realized on a sale.

         The  estimated  fair values were  calculated  using  certain  facts and
assumptions  which vary  depending  on the  specific  financial  instrument,  as
follows:

         Money market instruments

         The  carrying  amounts  of  money  market  instruments  are  reasonable
estimates of their fair values.

         Investment securities

         The fair values of investment securities are the market values based on
quoted market prices and dealer quotes.

         FHLB stock

         Investments in FHLB stock are valued at their redemption values.

         Loans receivable, including loans held for sale - net

     The fair value of all loans was estimated by the discounted  present values
of loans with similar financial  characteristics.  Loans were classified by type
such as commercial,  residential  mortgage,  credit card and  automobile.  These
asset  categories  were  further   segmented  into  fixed  and  adjustable  rate
categories and by accruing and  non-accruing  groups.  Performing  floating rate
loans were valued at book if they reprice at least once every three months.  The
fair value of fixed rate performing loans was calculated by discounting expected
cash flows through the estimated maturity date. Recent prepayment experience was
assumed to continue for mortgage  loans,  credit cards,  auto loans and personal
loans.  Other loans assumed little or no prepayment.  Prepayment  estimates were
based on the  Corporation's  historical  data for similar loans.  Discount rates
were based on the  Treasury  Yield  Curve at the date of the  analysis,  with an
offset which reflects the risk and other costs inherent in the loan category. In
certain  cases,  where recent  experience  was  available  regarding the sale of
loans, this information was also incorporated into the fair value estimates.

         Non-accruing  loans  covered by a  specific  loan loss  allowance  were
viewed as immediate  losses and were valued at zero.  Other  non-accruing  loans
were  arbitrarily  assumed to be repaid  after one year.  Presumably  this would
occur  either  because loan is repaid,  collateral  has been sold to satisfy the
loan or because  general  reserves are applied to it. The value of  non-accruing
loans not covered by specific  reserves was discounted for one year at the going
rate for similar new loans.

         Deposits

         The  estimated  fair values of demand  deposits  and savings  accounts,
which are the deposits with no defined  maturities,  equal the amount payable on
demand at the  reporting  date.  For deposits with stated  maturities,  but that
reprice at least quarterly,  the fair values are also estimated to be the amount
payable at the reporting date.

         The fair  values of fixed rate  deposits  with stated  maturities,  are
based on the  present  value of the  future  cash flows  expected  to be paid on
deposits.  The  cash  flows  are  based  on  contractual  maturities;  no  early
repayments are assumed.  Discount rates are based on the LIBOR yield curve.  The
estimated fair values of total deposits  exclude the fair value of core deposits
intangible,  which represent the value of the customer  relationship measured by
the values of demand deposits and savings  deposits that bear a low or zero rate
of interest and do not fluctuate in response to changes in interest rates.


                                       68



         All swaps  currently  held by the  Corporation  form part of structured
broker CD's. In these  instruments a fixed rate CD is matched with a swap of the
same  rate and  maturity,  thereby  converting  the  fixed  rate  broker CD to a
floating rate instrument which reprices  quarterly based on a fixed differential
to three month LIBOR.  For  purposes of fair value  analysis,  these  structured
broker CD's are therefore valued at book.

     Federal  funds,  securities  sold under  agreements to repurchase and other
short-term borrowings

         Federal funds  purchased,  repurchase  agreements and other  short-term
borrowings are mostly  borrowed  funds,  which reprice at least  quarterly,  and
their outstanding  balances are estimated to be their fair values.  Where longer
commitments  are  involved,  fair values are  estimated in the same way as fixed
terms deposits.

         Advances from FHLB

         The fair  value of  advances  approximates  their book value due to its
short time to maturity.

         Notes payable and subordinated notes

         The fair  value of notes  payable  and  subordinated  notes  with fixed
maturities was determined using discounted cash flow analysis over the full term
of the borrowings.  The cash flows assumed no early repayment of the borrowings.
Discount  rates  were  based  on the  LIBOR  yield  curve.  Variable  rate  debt
securities  reprice  at  intervals  of three  months or less,  therefore,  their
outstanding balances are estimated to be their fair values.

Note 31 - Supplemental Cash Flow Information

                         


         Supplemental cash flow information follows:
                                                                           Year ended December 31,
                                                              --------------------------------------------------
                                                                   2000                1999                  1998
                                                              --------------     ----------------      ------------
                                                                                (In thousands)
Cash paid for:
     Interest                                                     $260,937            $173,273            $153,645
     Income tax                                                     30,477               6,271               1,494
Non cash investing and financing activities:
    Additions to other real estate owned                             3,121                 639               2,975



     Note 32 - Financial Instruments With Off-Balance Sheet Risk, Commitments to
Extend Credit and Standby Letters of Credit

                         


         The following table presents a detail of commitments to extend credit and standby letters of credit:
                                                                              December 31,
                                                                      --------------------------
                                                                      2000               1999
                                                                      ----               ----
Financial  instruments  whose contract (In thousands)  amounts  represent credit
 risk:
    Commitments to extend credit:
        To originate loans                                              $281,030         $465,902
        Unused credit card lines                                         267,104          253,463
        Unused personal lines of credit                                   14,467           10,362
        Commercial lines of credit                                       331,785          244,135
    Commercial letters of credit                                          12,387           12,345
    Standby letters of credit                                             22,914           13,754


                                       69




          The   Corporation's   exposure   to  credit   loss  in  the  event  of
nonperformance by the other party to the financial  instrument on commitments to
extend credit and standby  letters of credit is represented  by the  contractual
amount of those instruments.  Management uses the same credit policies in making
commitments  and  conditional  obligations  as  it  does  for  on-balance  sheet
instruments.

          Commitments  to extend credit are  agreements to lend to a customer as
long as there is no  violation of any  condition  established  in the  contract.
These  commitments  generally expire within one year. Since certain  commitments
are expected to expire  without being drawn upon,  the total  commitment  amount
does not necessarily  represent future cash requirements.  In the case of credit
cards and personal lines of credit,  the Corporation can at any time and without
cause, cancel the unused credit facility. The amount of collateral,  obtained if
deemed  necessary  by the  Corporation  upon  extension  of credit,  is based on
Management's credit evaluation of the borrower.  Rates charged on the loans that
are  finally  disbursed  is the rate  being  offered  at the time the  loans are
closed, therefore, no fee is charged on these commitments. The fee is the amount
which is used as the estimate of the fair value of commitments.

          In general,  commercial  and  standby  letters of credit are issued to
facilitate  foreign and domestic trade  transactions.  Normally,  commercial and
standby letters of credit are short-term  commitments used to finance commercial
contracts for the shipment of goods.  The collateral for these letters of credit
include  cash or  available  commercial  lines  of  credit.  The  fair  value of
commercial and standby letters of credit is based on the fees currently  charged
for such agreements, which at December 31, 2000 is not significant.

          Interest rate risk management

          The  operations  of the  Corporation  are  subject  to  interest  rate
fluctuations  to the extent that  interest-earning  assets and  interest-bearing
liabilities  mature or reprice at different  times or in different  amounts.  As
part of the interest rate risk  management,  the  Corporation has entered into a
series of interest  rate swap  agreements.  Under the interest  rate swaps,  the
Corporation agrees with other parties to exchange,  at specified intervals,  the
difference between  fixed-rate and floating-rate  interest amounts calculated by
reference to an agreed notional  principal amount.  Net interest  settlements on
interest rate swaps are recorded as an adjustment to interest expense on deposit
accounts.

          The following table indicates the types of swaps used:

                                                               Notional amount
                                                               ---------------
                                                                (In thousands)
Pay-fixed swaps:
    Balance at December 31, 1998 and 1999                            $    50,000
    Expired contracts                                                     50,000
                                                                     -----------
    Balance at December 31, 2000                                 $             0
                                                                 ===============

Receive-fixed swaps:
    Balance at December 31, 1998                                    $     40,000
    Expired contracts                                                     40,000
    New contracts                                                        185,000
                                                                     -----------
    Balance at December 31, 1999                                         185,000
    Expired contracts                                                     25,000
    New contracts                                                        991,000
                                                                    ------------
    Balance at December 31, 2000                                      $1,151,000
                                                                      ==========

     At December 31, 2000, there are no pay-fixed swaps outstanding  agreements.
Pay-fixed  swaps at December 31, 1999 had a fixed weighted  average rate payment
of 6.48% and a

                                       70




     floating weighted average rate receiving of 6.07%.  Receive-fixed  swaps at
December 31, 2000, have a floating  weighted average rate payment of 6.64% (1999
- - 6.09%) and a fixed  weighted  average rate  receiving of 7.54% (1999 - 7.05%).
Floating  rates  are  based on a 90% to 100% of the  average  of the last  three
months LIBOR rate.

          For swap transactions,  the amounts potentially subject to credit loss
are the net  streams  of  payments  under the  agreements  and not the  notional
principal amounts used to express the volume of the swaps. At December 31, 2000,
the  Corporation  had total net  receivable  of  $5,527,697  (1999 - $1,286,445)
related to the swap  transactions.  The Corporation  controls the credit risk of
its interest rate swap  agreements  through  approvals,  limits,  and monitoring
procedures.   The  Corporation  does  not  anticipate   non-performance  by  the
counterparties. As part of the swap transactions, the Corporation is required to
pledge collateral in the form of deposits in banks or securities. The book value
and aggregate market value of securities pledged as collateral for interest rate
swaps at December 31, 2000 was  approximately  $15.8 million and $15.9  million,
respectively (1999 - $6.6 million and $6.7 million, respectively). The period to
maturity of the swaps at December 31, 2000 ranged from one year through  fifteen
years (1999 - from five months through fifteen years).

          At December  31,  2000,  the  estimated  fair value to  liquidate  the
Corporation's  interest  rate  swaps  was  approximately   $49,621,508  (1999  -
$192,000).

     The  adoption of SFAS No. 133,  effective  January 1, 2001 as  discussed in
Note 2, will result in a grossing up of the statement of financial  condition to
reflect the swap and the certificates of deposit at fair value.  Since the swaps
are use to  convert  the  cost of the  certificates  of  deposit  from  fixed to
variable,  with a hedge  relationship,  which  is  estimated  to be 100  percent
effective,  there  will  be  no  impact  on  the  statement  of  income  nor  on
comprehensive  income,  considering that the gain or loss on the swap agreements
will  completely  offset the loss or gain on the  certificates  of  deposit.  On
January  1,  2001,  a swap  asset of $49.6  million  will be  recognized  with a
corresponding increase in certificates of deposit by the same amount.

          Interest rate protection agreements (Caps)

          The Corporation also issues interest rate protection agreements (Caps)
to limit its  exposure to rising  interest  rates on its  deposits.  Under these
agreements,  the  Corporation  pays an up front  premium or fee for the right to
receive  cash  flow  payments  in excess of the  predetermined  cap rate;  thus,
effectively  capping its interest  rate cost for the duration of the  agreement.
The following  table  indicates the agreements  outstanding at December 31, 2000
(dollars in thousands):

                         

Cap agreements notional amount                  Cap Rate             Current 90 day LIBOR                 Maturity
- ------------------------------                  --------             --------------------              ------------------

           $100,000                                 7.50%                          6.40%               August 17, 2002
            100,000                                 7.50%                          6.40%               August 17, 2002
            200,000                                 7.25%                          6.40%               August 17, 2002
            200,000                                 7.00%                          6.40%               August 17, 2002


     Until December 31, 2000 the Corporation followed the provisions of SFAS No.
80 to  account  for its caps.  The  premium is  amortized  as an  adjustment  to
interest  expense on borrowings.  Under SFAS No. 80, the amortization of premium
in 2000,  1999,  and 1998  amounted to  approximately  $352,000,  $252,000,  and
$147,000, respectively.

         In accordance with SFAS No. 133,  Management  designated  these caps as
cash-flow hedges. For a qualifying cash flow hedge, an interest rate cap will be
carried on the  statement  of  financial  condition  at fair value with the time
value change reflected  through the current  statement of income.  Any intrinsic
value will be reflected  through  comprehensive  income

                                       71





     and will be  reflected  in future  statements  of income when  payments are
received from the counter party. On January 1, 2001 a loss of approximately $1.3
million will be recognized in the statement of income as a cumulative  effect of
the adoption of SFAS No. 133, as a result of  unamortized  premium paid for caps
of $1.5 million less an estimated fair market value of $200,000.

Note 33 - Segment Information

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

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

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

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

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


                                       72




          The  following  table  presents   information   about  the  reportable
segments:

                         

                                                                               Treasury and       Commercial
                                                                   Retail      Investments         Corporate      Total
                                                             --------------------------------------------------------------
                                                                                   (In thousands)
For the year ended December 31, 2000:
Interest income                                                   $222,950          $134,328        $106,110      $463,388
Net (charge) credit for transfer of funds                          (12,582)           85,013         (72,431)
Interest expense                                                   (74,093)         (198,522)                     (272,615)
Net interest income                                                136,275            20,819          33,679       190,773
Provision for loan losses                                          (28,084)                          (17,635)      (45,719)
Segment income                                                     108,191            20,819          16,044       145,054
Average earning assets                                          $1,893,699        $1,985,580      $1,110,608    $4,989,887

For the year ended December 31, 1999:
Interest income                                                   $186,224          $108,332         $74,508      $369,064
Net (charge) credit for transfer of funds                           (4,018)           48,737         (44,719)
Interest expense                                                   (58,665)         (124,665)                     (183,330)
Net interest income                                                123,541            32,404          29,789       185,734
Provision for loan losses                                          (46,802)                           (1,159)      (47,961)
Segment income                                                      76,739            32,404          28,630       137,773
Average earning assets                                          $1,462,311        $1,726,719        $815,569    $4,004,599

For the year ended December 31, 1998:
Interest income                                                $   178,251       $    89,785       $  52,499    $  320,535
Net (charge) credit for transfer of funds                            7,683            20,698         (28,381)
Interest expense                                                   (60,003)          (95,127)                     (155,130)
Net interest income                                                125,931            15,356          24,118       165,405
Provision for loan losses                                          (74,837)                           (1,163)      (76,000)
Segment income                                                      51,094            15,356          22,955        89,405
Average earning assets                                          $1,364,803        $1,418,791        $561,612    $3,345,206




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          The following table presents a reconciliation of the reportable segment financial information to the consolidated totals:

                                                                      Year ended December 31,
                                                             ------------------------------------------
                                                                 2000           1999           1998
                                                             ------------------------------------------
                                                                            (In thousands)
Interest income:
Total interest income for segments                              $463,388      $369,064         $320,535
Interest income credited to expense accounts                     _______       _______              763
                                                                                           ------------
     Total consolidated interest income                         $463,388      $369,064         $321,298
                                                                ========      ========         ========

Net income:
Total income for segments                                       $145,054      $137,773          $89,405
Other income                                                      50,032        32,862           58,240
Operating expenses                                              (113,050)     (101,272)         (91,035)
Income taxes                                                     (14,761)       (7,288)          (4,798)
                                                              ----------    ----------         --------
     Total consolidated net income                             $  67,275      $ 62,075          $51,812
                                                               =========      ========          =======
Average assets:
Total average earning assets for segments                     $4,989,887     $4,004,599      $3,345,206
Average non earning assets                                       249,489        168,182         148,331
                                                            ------------    -----------    ------------
     Total consolidated average assets                        $5,239,376     $4,172,781      $3,493,537

                                                              ==========     ==========      ==========


Note 34 - Litigation

          The  Corporation  is a  defendant  in a number  of  legal  proceedings
arising in the normal  course of  business.  Management  believes,  based on the
opinion of legal counsel,  that the final  disposition of these matters will not
have a  material  adverse  effect on the  Corporation's  financial  position  or
results of operations.

Note 35 - Selected Quarterly Financial Data (Unaudited)

          Financial  data  showing  results  of the 2000 and  1999  quarters  is
presented below. These results are unaudited. In the opinion of Management,  all
adjustments necessary for a fair presentation have been included:

                         

                                                                                    2000
                                        ------------------------------------------------------------------------------------------
                                          March 31              June 30         Sept. 30           Dec. 31
                                        ------------        --------------  ---------------    --------------
                                                      (In thousands, except for per share results)
Interest income                               $105,181            $112,447        $120,384          $125,375
Net interest income                             48,320              48,337          47,038            47,078
Provision for loan losses                       12,020              11,158          11,566            10,975
Net income                                      16,351              16,477          16,699            17,748
Earnings per common share-basic                  $0.53               $0.55           $0.56            $0.57
Earnings per common share-diluted                $0.53               $0.55           $0.56            $0.57
                                                                                    1999
                                        ------------------------------------------------------------------------------------------
                                          March 31              June 30         Sept. 30           Dec. 31
                                        ------------        --------------  ---------------    --------------
                                                      (In thousands, except for per share results)
Interest income                                $87,143             $87,256         $94,475          $100,190
Net interest income                             44,597              46,341          46,789            48,006
Provision for loan losses                       13,800              12,950          11,017            10,195
Net income                                      14,141              15,394          16,208            16,332
Earnings per common share-basic                  $0.48               $0.49           $0.50            $0.52
Earnings per common share-diluted                $0.48               $0.49           $0.50            $0.51


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Note 36 - First BanCorp (Holding Company Only) Financial Information

         The following  condensed financial  information  presents the financial
position  of the  Holding  Company  only at  December  31, 2000 and 1999 and the
results of its operations and its cash flows for the years ended on December 31,
2000 and 1999 and the period from October 1st, 1998 through December 31, 1998.



                        Statements of Financial Condition

                         

                                                                             December 31, 2000            December 31, 1999
                                                                             -----------------             -----------------
                                                                                               (In thousands)
Assets:
Cash and due from depository institutions                                               $  17,026                 $ 13,160
                                                                                        ---------                 --------
Money market instruments                                                                      300                    1,778
                                                                                     ------------               ----------
Investment securities available for sale, at market value:
United States Government obligations                                                       18,951                   24,890
Other investments                                                                          27,347                   21,292
                                                                                        ---------                 --------
         Total investment securities available for sale                                    46,298                   46,182
                                                                                        ---------                 --------
Investment in FirstBank Puerto Rico, at equity                                            368,338                  235,637
Other assets                                                                                2,856                      348
                                                                                       ----------               ----------
Total assets                                                                             $434,818                 $297,105
                                                                                         ========                 ========

Liabilities and Stockholders' Equity:
Other borrowings                                                                                                 $     865
Accounts payable and other liabilities                                                 $      357                    1,338
                                                                                       ----------                ---------
         Total liabilities                                                                    357                    2,203
                                                                                      -----------                ---------
Stockholders' equity                                                                      434,461                  294,902
                                                                                         --------                  -------
Contingencies and commitments                                                             _______                  _______
Total liabilities and stockholders' equity                                               $434,818                 $297,105
                                                                                         ========                 ========




                         


                              Statements of Income

                                                                                                                Period from
                                                                         Year ended December 31,           October 1, 1998 through
                                                                        2000                 1999          December 31, 1998
                                                                        ----                 ----          -----------------
                                                                                             (In thousands)
Income:
         Interest income on investment securities                     $      776          $    1,537
         Interest income on other investments                                289               1,141
         Dividend from subsidiary                                         24,000              10,000                   $10,360
         Other income                                                      8,251                  61                    ______
                                                                      ----------        ------------
                                                                          33,316              12,739                    10,360
                                                                       ---------           ---------                   -------
Expenses:
         Interest expense                                                     25
         Other operating expenses                                            487                 243                        15
                                                                      ----------          ----------                  --------
                                                                             512                 243                        15
                                                                      ----------          ----------                  --------
Income before income taxes and equity in
  undistributed earnings of subsidiary                                    32,804              12,496                    10,345
Income taxes                                                                 209                 374
Equity in undistributed earnings of subsidiary                            34,681              49,953                     3,342
                                                                       ---------            --------                 ---------
Net income                                                                67,276              62,075                    13,687
Other comprehensive income (loss), net of tax                             49,050             (77,399)                    8,750
                                                                       ---------           ---------                  --------
Comprehensive income (loss)                                             $116,326            $(15,324)                  $22,437
                                                                        ========            ========                   =======


         The principal  source of income for the Holding Company consists of the
earnings of FirstBank.

                                       75




                             Statement of Cash Flows

                         

                                                                                                            Period from
                                                                  Year ended December 31,           October 1, 1998 through
                                                                     2000               1999             December 31, 1998
                                                                     ----               ----             -----------------
                                                                                                (In thousands)
Cash flows from operating activities:
Net income                                                             $67,276           $62,075                   $13,686
                                                                       -------           -------                   -------
Adjustments to reconcile net income to net
         cash provided by operating activities:
         Equity in undistributed earnings of subsidiary                (34,403)          (49,953)                   (3,341)
         Net gain on sale of investments securities                     (7,134)
         Net decrease (increase) in other assets                           120              (130)                     (219)
         Net (decrease) increase in other liabilities                     (527)              883                    ______
                                                                    ----------         ---------
         Total adjustments                                             (41,944)          (49,200)                   (3,560)
                                                                      --------           -------                   -------
         Net cash provided by operating activities                      25,332            12,875                    10,126
                                                                      --------          --------                    ------
Cash flows from investing activities:
         Capital contribution to subsidiary                            (40,000)
         Purchases of securities available for sale                     (5,311)          (44,361)
                                                                   -----------           --------
         Net cash used in investing activities                         (45,311)          (44,361)
                                                                    ----------         ---------
Cash flows from financing activities:
         Net (decrease) increase in other borrowings                      (865)              865
         Proceeds from issuance on preferred stock                      72,438            86,850
         Exercise of stock options                                          94               176
         Cash dividends paid                                           (19,212)          (14,658)                   (2,213)
         Treasury stock acquired                                       (30,087)          (32,511)                   (2,211)
                                                                     ---------           -------                   -------
         Net cash provided by financing activities                      22,368            40,722                    (4,424)
                                                                      --------          --------                   -------
Net increase in cash                                                     2,389             9,236                     5,702
Cash and cash equivalents at the beginning of period                    14,937             5,702                     _____
                                                                      --------          --------
Cash and cash equivalents at the end of period                         $17,326           $14,938                    $5,702
                                                                       =======           =======                    ======

Cash and cash equivalents include:
Cash and due from banks                                                $17,026           $13,160                    $5,702
Money market instruments                                                   300             1,778                     _____
                                                                    ----------         ---------
                                                                       $17,326           $14,938                    $5,702
                                                                       =======           =======                    ======






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Stockholders' Information

Independent Certified Public Accountants
PricewaterhouseCoopers LLP

Annual Meeting:
The annual meeting of stockholders will be held on April 26, 2001, at 2:00 p.m.,
at the main  office of the  Corporation  located at 1519  Ponce de Leon  Avenue,
Santurce, Puerto Rico.

Telephone         (787) 729-8200
Internet          http://www.firstbankpr.com

Additional Information and Form 10-K:
Additional  financial  information  about First BanCorp may be requested to Mrs.
Laura Villarino,  Senior Vice President and Controller,  PO Box 9146,  Santurce,
Puerto Rico 00908.  Copies of First  BanCorp's Form 10-K filed with the SEC will
be provided to stockholders  upon written request to Mrs. Laura Villarino at the
same mailing address.

Transfer Agent and Registrar:
The Bank of New York, 101 Barclay Street 12W, New York, NY 10286

General Counsels:
Fiddler, Gonzalez & Rodriguez, LLP
Latimer, Biaggi, Rachid & Godreau
Melendez Perez, Moran & Santiago

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