e11vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2010 |
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Or |
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TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______ to ______
Commission file number 001-14793
FIRSTBANK 401 (K) RETIREMENT PLAN FOR RESIDENTS OF PUERTO RICO (SECTION 1165(e))
(Full
title of the Plan and address of the Plan, if different from that of
the issuer named below)
FIRST BANCORP.
1519 Ponce de León Avenue, Stop 23
Santurce, Puerto Rico 00908-0146
(Name of issuer of the securities held pursuant to the plan and the address of principal executive
office)
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009
Index
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PAGE(S) |
Report of Independent Registered Public Accounting Firm |
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1 |
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Financial Statements: |
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Statement of Net Assets Available for Benefits at December 31, 2010 and 2009 |
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2 |
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Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2010 |
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3 |
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Notes to the Financial Statements |
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4 |
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Supplemental Schedule:1 |
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Schedule H, Line 4i Schedule of Assets (Held at End of Year) December 31, 2010 |
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12 |
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Signatures |
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13 |
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Ex- 23.1 Consent of PricewatrehouseCoopers LLP |
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1 |
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Other schedules required by Section
2520.103-10 of the Department of Labors Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because they are not applicable. |
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
In our opinion, the accompanying statements of net assets available for benefits and the related
statement of changes in net assets available for benefits present fairly, in all material respects,
the net assets available for benefits of FirstBank 401(k) Retirement Plan for Residents of Puerto
Rico (Section 1165(e)) (the Plan) at December 31, 2010 and 2009, and the changes in its net
assets available for benefits for the year ended December 31, 2010 in conformity with accounting
principles generally accepted in the United States of America. These financial statements are the
responsibility of the Plans 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 the standards of the Public Company Accounting Oversight Board (United States). Those
standards 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.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental Schedule of Assets (Held at Year End) as of December 31, 2010 is
presented for the purpose of additional analysis and is not a required part of the basic financial
statements but is supplementary information required by the Department of Labors Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
This supplemental schedule is the responsibility of the Plans management. The supplemental
schedule has been subjected to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
San Juan, Puerto Rico
June 29, 2011
Certified Public Accountants
(Of Puerto Rico)
License No. 216 Expires Dec. 1, 2013
Stamp 2615742 of P.R. Society of Certified
Public Accountants has been affixed to the
Filed copy of this report.
1
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
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As of December 31, |
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2010 |
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2009 |
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Assets |
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Investments |
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Investments, at fair value |
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$ |
21,365,968 |
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$ |
19,281,137 |
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Total investments |
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21,365,968 |
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19,281,137 |
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Receivables |
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Employer contribution |
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12,811 |
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472,373 |
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Participant contributions |
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71,401 |
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134,078 |
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Participant loans receivable |
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1,648,081 |
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1,459,455 |
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Due from brokers for securities sold |
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11,286 |
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25,321 |
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Loan repayments from participants |
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28,113 |
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49,102 |
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Total receivables |
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1,771,692 |
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2,140,329 |
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Cash and cash equivalents |
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22,953 |
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66,296 |
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Total assets |
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23,160,613 |
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21,487,762 |
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Liabilities |
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Due to brokers for securities purchased |
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169 |
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18,902 |
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Total liabilities |
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169 |
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18,902 |
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Net assets available for benefits |
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$ |
23,160,444 |
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$ |
21,468,860 |
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The accompanying notes are an integral part of these financial statements.
2
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Statement of Changes in Net Assets Available for Benefits
December 31, 2010
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Year ended |
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December 31, |
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2010 |
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Additions to assets attributed to: |
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Investment income |
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Net appreciation in fair value of investments |
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$ |
242,790 |
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Dividends and interest income |
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327,760 |
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Total investment income |
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570,550 |
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Interest
income on participant loans |
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96,487 |
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Contributions |
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Participants |
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1,970,102 |
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Employer |
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335,758 |
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Rollovers from other qualified plans |
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61,147 |
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Total contributions |
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2,367,007 |
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Total additions |
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3,034,044 |
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Deductions from assets attributed to: |
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Benefits and withdrawals paid to participants, including rollover distributions |
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1,332,545 |
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Administrative expenses |
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9,915 |
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Total deductions |
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1,342,460 |
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Net increase in net assets available for benefits |
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1,691,584 |
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Net assets available for benefits |
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Beginning of year |
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21,468,860 |
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End of year |
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$ |
23,160,444 |
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The accompanying notes are an integral part of these financial statements.
3
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
1. Description of the Plan
Reporting Entity
The accompanying financial statements include the assets of the FirstBank 401(k) Retirement Plan
for Residents of Puerto Rico (Section 1165(e)) (the Plan) sponsored by FirstBank Puerto Rico
(the Bank) for its Puerto Rico employees only. The following description of the Plan provides
only general information. Participants should refer to the Plan agreement for a complete
description of the Plans provisions.
General
The Plan is a defined contribution plan, which became effective in 1965, and was amended in
1977, to comply with the requirements of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), and as of January 1, 1985, to comply with the requirements of the Retirement
Equity Act of 1984 (REACT). Accordingly, the Plan is subject to the provisions of ERISA.
Effective September 1, 1991, the Plan was further amended to become a savings plan under the
provisions of the Puerto Rico Code Section 1165(e). The Plan was created for the purpose of
providing retirement benefits to employees and to encourage and assist them in adopting a
regular savings plan that qualifies under the applicable laws of the Commonwealth of Puerto
Rico.
Plan Amendments
There were no plan amendments during plan year 2010.
Eligibility
All full-time employees of the Bank and its wholly owned Puerto Rico subsidiaries are eligible
to participate in the Plan after completion of three months of service for purposes of making
elective deferral contributions and one year of service for purposes of sharing in the Banks
matching, qualified matching and qualified non-elective contributions. Furthermore, regular part
time employees are also eligible if the criteria of 1,000 hours of service is met.
Employees hired on or after September 1, 2007 will be automatically enrolled in the Plan after
completion of three months of services unless the employee makes an election to waive
participation in the Plan by completing an Election Form at least 30 days before the enrollment
date. If the employee does not complete the Election Form within the mentioned period, the
employee will be automatically enrolled in the Plan with an initial pre-tax contribution
equivalent to 2% of his/her period eligible compensation and the contribution will be invested
in a predetermined fund until subsequent election is made by the participant.
Contributions
Participants are permitted to contribute up to an amount not to exceed the maximum deferral
amount specified by the Puerto Rico Code of 1994, as amended (PR Code) of $9,000 for the tax
year ended December 31, 2010. Also, the participant may make voluntary contributions to the Plan
on an after-tax basis. The Bank is required to make a matching contribution of twenty-five cents
for every dollar on the first 4% of the participants eligible compensation that a participant
contributes to the Plan on a pre-tax basis. In addition, the Bank may voluntarily make
additional discretionary contributions to the Plan at the end of the year to be distributed
among the accounts as established in the Plan. Investment of participants and employers
contributions are directed by participants into various investment options, which include
several mutual funds and the common stock of First BanCorp, the Banks parent company. The Plan
allows for rollover contributions from other qualified plans.
Participants over age 50 are permitted to make an additional $1,000 pre-tax contribution after
contributing the Plan limit of $9,000 of their pre- tax annual compensation.
4
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
The Act No. 186 of August 7, 2008 (Act 186) amended section 1165(e) of the PR Code to
gradually increase the maximum allowance contribution as follows:
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For tax years: |
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Amount |
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Beginning on and after January 1, 2011 |
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$ |
10,000 |
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Beginning on and after January 1, 2013 |
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$ |
12,000 |
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Participant Accounts
Each participants account is credited with the participants contributions and allocations of
(a) the Banks contributions and (b) Plan earnings. Allocations are based on (a) the
participants contributions in the case of matching contributions, (b) a discretionary
percentage of the participants contribution in the case of discretionary contributions, and (c)
account balances in each investment option in the case of plan earnings. The benefit to which a
participant is entitled is the benefit that can be provided from the participants vested
account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
Vesting in the Banks contribution portion of their account is based on years of continuous
service. A participant is 100% vested after five years of credited service.
Vesting schedule for the Banks matching and additional discretionary contribution is as
follows:
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Years of |
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Vested |
Service |
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Percentage |
Less than 2
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0% |
2
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20% |
3
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40% |
4
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60% |
5 or more
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100% |
Loans to Participants
Under the terms of the Plan, participants are allowed to borrow from their accounts up to 50% of
their vested account balance or $50,000, whichever is less. Loan transactions are treated as a
transfer to (from) the investment funds from (to) the Participants Loan account. Loans are
secured by the balance in the participants accounts and bear interest at the rate determined by
the Plan administrator at the time the loan is granted. At the end of both December 31, 2010 and
2009 the interest rates of these loans ranged from 5.25% to 10.25% and are due at various
maturity dates through July 23, 2016. Principal and interest is paid ratably through biweekly
payroll deductions.
Payment of Benefits
Plan participants are permitted to make withdrawals from the Plan, subject to provisions in the
Plan agreement. If a participant suffers financial hardship, as defined in the Plan agreement,
the participant may request a withdrawal from his or her contributions. In the case of
participant termination because of death, the entire vested amount is paid to the person or
persons legally entitled thereto.
All distributions from the Plan will be made in a single lump-sum payment. If the value of the
vested account is more than $5,000, the participant may elect to defer any benefit payable under
the Plan until a specified future date.
5
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
Plan Expenses and Administration
Bank and participant contributions were held by Charles Schwab as custodian and managed by
Milliman USA, Inc. as plan recordkeeper, both appointed by the Board of Directors of the Bank.
The custodian invests cash received in accordance with participants directions, credits
interest and dividend income and makes distributions to participants.
Administrative expenses for the custodians and recordkeepers fees are paid by the Bank unless
there are forfeitures available to offset such expenses. For the year ended December 31, 2010
the Bank paid $184,683 in administrative fees and other services rendered by the plan
recordkeeper on behalf of the Plan.
Forfeitures
Forfeited balances of terminated participants non-vested accounts are used to reduce future
Bank contributions or used to cover administrative expenses of the Plan.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) updated the Accounting
Standards Codification (Codification) to provide guidance to improve disclosure requirements
related to fair value measurements and require reporting entities to make new disclosures about
recurring or nonrecurring fair-value measurements including significant transfers into and out
of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances,
and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements.
Currently, entities are only required to disclose activity in Level 3 measurements in the
fair-value hierarchy on a net basis. The FASB also clarified existing fair-value measurement
disclosure guidance about the level of disaggregation, inputs, and valuation techniques.
Entities are required to separately disclose significant transfers into and out of Level 1 and
Level 2 measurements in the fair-value hierarchy and the reasons for the transfers. Significance
will be determined based on earnings and total assets or total liabilities or, when changes in
fair value are recognized in other comprehensive income, based on total equity. A reporting
entity must disclose and consistently follow its policy for determining when transfers between
levels are recognized. Acceptable methods for determining when to recognize transfers include:
(i) actual date of the event or change in circumstances causing the transfer; (ii) beginning of
the reporting period; and (iii) end of the reporting period. The guidance requires disclosure of
fair-value measurements by class instead of major category. A class is generally a subset of
assets and liabilities within a financial statement line item and is based on the specific
nature and risks of the assets and liabilities and their classification in the fair-value
hierarchy. When determining classes, reporting entities must also consider the level of
disaggregated information required by other applicable accounting principles generally accepted
in the United States of America (GAAP). For fair-value measurements using significant
observable inputs (Level 2) or significant unobservable inputs (Level 3), this guidance requires
reporting entities to disclose the valuation technique and the inputs used in determining fair
value for each class of assets and liabilities. If the valuation technique has changed in the
reporting period (e.g., from a market approach to an income approach) or if an additional
valuation technique is used, entities are required to disclose the change and the reason for
making the change. Except for the detailed Level 3 roll forward disclosures, the guidance is
effective for annual and interim reporting periods beginning after December 15, 2009 (first
quarter of 2010 for public companies with calendar year-ends). The new disclosures about
purchases, sales, issuances, and settlements in the roll forward activity for Level 3 fair value
measurements are effective for interim and annual reporting periods beginning after December 15,
2010 (first quarter of 2011 for public companies with calendar year-ends). Early adoption is
permitted. In the initial adoption period, entities are not required to include disclosures for
previous comparative periods; however, comparative disclosures will be required for periods
ending after initial adoption. The adoption of this guidance did not have an impact on the
Plans financial statements.
In September 2010, the FASB amended the existing guidance for reporting loans to participants by
a defined contribution pension plan. The objective of the amendments in this Update is to
clarify how
6
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
loans to participants should be classified and measured by defined contribution
pension benefit plans. The amendments in this Update require that participant loans be
classified as notes receivable from participants, which are segregated from plan investments and
measured at their unpaid principal balance plus any accrued but unpaid interest. This guidance
was effective for interim and annual reporting periods ending after December 15, 2010 on a
retroactive basis. The Plan adopted this guidance; refer to the Statement of Net Assets
Available for Benefits.
Reclassifications
Certain reclassifications have been made to prior year amounts to conform with current year
presentation. On January 7, 2011, First BanCorp effected a
1-for-15 reverse stock split. These notes to the financial statements have been retroactively adjusted to give effect
to that reverse stock split.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared in accordance with accounting policies
generally accepted in the United States of America. A description of the significant accounting
policies of the Plan follows.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and changes
therein, and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Contributions
Employee contributions are recorded in the period in which the Bank makes payroll deductions
from the participants compensation. Matching employers contributions are recorded in the same
period. Discretionary contributions are recorded in the period they are earned by the
participant, as determined by the Banks Board of Directors.
Transfer of Assets to Other Plans
Terminated employees or retirees may elect to transfer their savings to other plans qualified by
the Puerto Rico Department of Treasury.
Investments Valuation and Income Recognition
The Plans investments in mutual funds and common stock of First BanCorp are stated at fair
value. See Note 4 for further information regarding valuation of the Plans investments. The
Plan presents in the statement of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of its investments which consists of the realized
gains or losses and the unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend date.
Loans repayments from participants
Under the terms of the Plan, the participants are allowed to borrow from their accounts up to
50% of their vested account balance or $50,000, whichever is less. Loan transactions are treated
as a transfer to (from) the investment fund from (to) the Participant Loan account at the time
the employee signs for the loan. The outstanding loan amount is reduced with payroll retentions
made by the employer. Loans bear
7
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
interest at the rate determined by the Plan administrator at
the time the loan is granted. Any terminated employee is required to liquidate his loan before
his resignation.
Payment of Benefits
Benefits are recorded when paid.
3. Plan Investments
The following presents the Plans investments:
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2010 |
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2009 |
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Value |
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# of shares |
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Value |
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# of shares |
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First BanCorp. Common stock |
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$ |
496,553 |
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71,964 |
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$ |
1,117,645 |
* |
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32,396 |
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Ameristock Fund |
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1,623,462 |
* |
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43,985 |
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1,472,154 |
* |
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45,227 |
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Dodge & Cox Balanced Fund |
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1,982,950 |
* |
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27,061 |
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1,394,256 |
* |
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21,775 |
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Fidelity Spartan Extended Mkt. Index |
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675,930 |
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17,708 |
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|
485,302 |
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|
15,964 |
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FMI Focus |
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23,030 |
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|
|
759 |
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|
18,430 |
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|
|
787 |
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GE Premier Growth Equity Class A |
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|
752,035 |
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|
35,155 |
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|
|
610,334 |
|
|
|
31,755 |
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Harbor Bond Institutional Class Fund |
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|
1,851,720 |
* |
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|
153,062 |
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|
|
1,591,993 |
* |
|
|
131,136 |
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Harbor Bond
Institutional International Class Fund |
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|
2,762,391 |
* |
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|
45,620 |
|
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2,421,833 |
* |
|
|
44,138 |
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Royce Pennsylvania Mutual Fund |
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|
1,847,521 |
* |
|
|
158,585 |
|
|
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1,439,301 |
* |
|
|
152,307 |
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Schwab Value Advantage Money Fund |
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|
5,807,356 |
* |
|
|
5,807,356 |
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|
|
5,673,003 |
* |
|
|
5,673,003 |
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Vanguard
S&P 500 Index |
|
|
3,543,020 |
* |
|
|
23,870 |
|
|
|
3,056,886 |
* |
|
|
29,774 |
|
|
|
|
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|
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$ |
21,365,968 |
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$ |
19,281,137 |
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* |
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Investment exceeds five percent of net assets available for benefits. |
During 2010, the Plans investments including gains and losses on investments bought and sold
(as well as held during the year) appreciated in value by $242,790 as follows:
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2010 |
|
Mutual Funds |
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$ |
1,454,991 |
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Common stock First BanCorp. |
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(1,212,201 |
) |
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$ |
242,790 |
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4. Fair Value Measurements
The FASB authoritative guidance for fair value measurements defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. The guidance also establishes a fair value
hierarchy which requires an entity to maximize the use of observable inputs when measuring fair
value. The standard describes three levels of inputs that may be used to measure fair value:
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Level 1 |
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Inputs are quoted prices (unadjusted) in active markets for identical assets
or liabilities that the reporting entity has the ability to access at the measurement
date. |
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Level 2 |
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Inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly or indirectly, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other
inputs that are |
8
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
|
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observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities. |
|
Level 3 |
|
Valuations are observed from unobservable inputs that are supported by little
or no market activity and that are significant to the fair value of the assets or
liabilities. |
As of December 31, 2010 and 2009, the Plans investments measured at fair value consisted of
the following instruments and classifications within the fair value hierarchy.
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|
|
|
|
|
|
|
|
|
As of December 31, 2010 |
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
at Fair Value |
|
Investments in mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap |
|
$ |
5,918,517 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,918,517 |
|
Mid Cap |
|
|
675,930 |
|
|
|
|
|
|
|
|
|
|
|
675,930 |
|
Small Cap |
|
|
1,870,551 |
|
|
|
|
|
|
|
|
|
|
|
1,870,551 |
|
International |
|
|
2,762,391 |
|
|
|
|
|
|
|
|
|
|
|
2,762,391 |
|
Fixed Income |
|
|
7,659,076 |
|
|
|
|
|
|
|
|
|
|
|
7,659,076 |
|
Balanced |
|
|
1,982,950 |
|
|
|
|
|
|
|
|
|
|
|
1,982,950 |
|
Investment in First BanCorp. |
|
|
496,553 |
|
|
|
|
|
|
|
|
|
|
|
496,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
21,365,968 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
21,365,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009 |
|
|
|
Fair Value Measurements Using |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
at Fair Value |
|
Investments in mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Cap |
|
$ |
5,139,374 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
5,139,374 |
|
Mid Cap |
|
|
485,302 |
|
|
|
|
|
|
|
|
|
|
|
485,302 |
|
Small Cap |
|
|
1,457,731 |
|
|
|
|
|
|
|
|
|
|
|
1,457,731 |
|
International |
|
|
2,421,833 |
|
|
|
|
|
|
|
|
|
|
|
2,421,833 |
|
Fixed Income |
|
|
7,264,996 |
|
|
|
|
|
|
|
|
|
|
|
7,264,996 |
|
Balanced |
|
|
1,394,256 |
|
|
|
|
|
|
|
|
|
|
|
1,394,256 |
|
Investment in First BanCorp. |
|
|
1,117,645 |
|
|
|
|
|
|
|
|
|
|
|
1,117,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,281,137 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
19,281,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Following is a description of the Plans valuation methodologies used for assets
measured at fair value. There have been no changes in the methodologies used at December 31,
2010 and 2009.
Equity securities: Investment in First BanCorp consists of common stock of First BanCorp and
is valued at its quoted market price obtained from an active exchange market. These
securities are classified as Level 1.
Mutual Funds: Investments in mutual funds consists of open-end mutual funds and the value is
based on the published mutual fund Net Asset Value at the reporting date. These investments
are classified as Level 1.
9
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
The preceding methods may produce a fair value calculation that may not be indicative of net
realizable value or reflective of future fair values. Furthermore, although the Plan
believes its valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the reporting
date. These Levels are not an indication of risk associated with the investments.
There were no transfers in and /or out of Level 3 for financial instruments measured at fair
value on a recurring basis during the years ended December 31, 2009 and 2010. There were no
transfers in and/or out of Level 1 and Level 2 during the years ended December 31, 2009 and
2010.
5. Party In-Interest Transactions
Certain plan investments consist of shares of a mutual fund with market value of $5,807,356 and
cash equivalents of $22,185 managed by The Charles Schwab Trust Company, which is also a
provider of custodial services as defined by the Plan since April 1, 2005. In addition, at
December 31, 2010 and 2009, the Plan held 71,964 and 32,396 units, with a quoted market value of
$496,553 and $1,117,645, respectively, of First BanCorp common stock, the parent company of the
Plan Sponsor. For the year ended December 31, 2010, the Plan did not receive any dividend income
related to First BanCorp common stock and the net depreciation in the fair value of the
investment in First BanCorp common stock amounted to $1,212,201. Plan assets include participant
loans receivable of $1,648,081 and $1,459,455 as of December 31, 2010 and 2009, respectively.
For the year ended December 31, 2010 interest income related to participant loans receivable
amounted to $96,487. These transactions qualify as party-in-interest transactions permitted
under the provisions of ERISA.
6. Tax Status
The Puerto Rico Department of Treasury has determined and informed the Bank under letter dated
October 11, 2010 that the Plan is designed in accordance with the applicable sections of the PR
Code and, therefore, exempt from income taxes. Therefore, no provision for income taxes has been
included in the Plans financial statements.
Accounting principles generally accepted in the United States of America require plan management
to evaluate tax positions taken by the plan and recognize a tax liability (or asset) if the plan
has taken a uncertain tax position that more likely than not would not be sustained upon
examination by federal, state and/ or local taxing authorities. The plan administrator has
analyzed the tax positions by the plan, and has concluded that as of December 31, 2010, there
are no uncertain positions taken or expected to be taken that would require recognition of a
liability (or asset) or disclosure in the financial statements. The plan is subject to routine
audits by taxing jurisdictions; however, there are currently no audits for any tax periods in
progress. The plan administrator believes it is no longer subject to income tax examinations for
years prior to 2010.
7. Plan Termination
Although it has not expressed any intent to do so, the Bank has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100 percent vested in their
accounts and such termination shall not reduce the interest of any participating employee or
their beneficiaries accrued under the Plan up to the date of such termination.
8. Forfeited Amount
Forfeited non-vested accounts amounted to $1,774 at December 31, 2010 ($5,266 at December 31,
2009). These accounts are transferred by the Plan administrator to an unallocated account to be
used
10
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Notes to the Financial Statements
December 31, 2010 and 2009
to cover administrative expenses of the Plan or reduce the Banks future contributions. No
forfeitures were used to reduce the Banks contribution, while $9,915 was used to cover
administrative expenses during 2010.
9. Risks and Uncertainties
The Plans investments are exposed to various risks, such as interest rate, market and credit
risks. Market values of investments may decline for a number of reasons, including changes in
prevailing market and interest rates, increases in defaults and credit rating downgrades. Due to
the level of risk associated with certain investments and the level of uncertainty related to
changes in the values of investments, it is at least reasonably possible that changes in these
factors in the near term would materially affect participants account balances and the amounts
reported in the statement of net assets available for benefits and the statement of changes in
net assets available for benefits.
The Plan is subject to legal proceedings and claims which might arise in the ordinary course of
its activities. At this time, there are no legal proceedings against the Plan that might impact
the financial statements.
10. Additional Contributions
The Board of Directors of the Bank approved in 2010 additional contributions of $447,470, based
on the Banks results for the year ended December 31, 2009. No additional discretionary
contributions were made for the year ended December 31, 2010. In addition, as a result of the
Plans non-compliance with its non-discrimination test for the years ended December 31, 2010 and
2009, the Bank agreed to contribute $1,066 and $2,876, respectively, to non-highly compensated
participants to satisfy contribution requirements. At December 31, 2010 and 2009, these
additional contributions were recorded as employer contribution receivables in the statement of
net assets available for benefits and as contributions from employer in the statement of changes
in net assets available for benefits.
11. Reconciliation of Financial Statements to Form 5500
For purposes of Form 5500, interest-bearing cash equivalents which consist of money-market
instruments, are classified as plan investments. The amount of interest-bearing cash equivalent
classified as investment on the Form 5500 was $22,185 and $61,934 as of December 31, 2010 and
2009, respectively. In addition, non-interest bearing cash held by the Plan as of December 31,
2010 and 2009 amounted to $768 and $4,361, respectively.
12. Subsequent events
The Plan has evaluated subsequent events through the date the financial statements were issued.
The Plan has determined that there are no events occurring in this period that required
disclosure in or adjustment to the accompanying financial statements.
11
FirstBank 401(k) Retirement Plan for Residents of Puerto Rico (Section 1165(e))
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Identity of issue, borrower |
|
(c) Description of Investment including |
|
|
|
(e) Current |
|
(a) |
|
lessor
or similar party |
|
maturity date, rate of interest, par |
|
(d) Cost |
|
value |
|
|
|
Money Market and Interest Bearing Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Investcash Money Market Deposit Account |
|
Money Market |
|
|
|
|
|
|
|
** |
|
$ |
22,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Money Market and Interest Bearing Cash |
|
|
|
|
|
|
|
|
|
|
|
|
22,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
First BanCorp. Common Stocks |
|
Common Stock |
|
|
71,964 |
|
|
shares |
|
** |
|
|
496,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stocks |
|
|
|
|
|
|
|
|
|
|
|
|
496,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ameristock Fund |
|
Mutual Fund |
|
|
43,985 |
|
|
shares |
|
** |
|
|
1,623,462 |
|
|
|
Dodge & Cox Balanced Fund |
|
Mutual Fund |
|
|
27,061 |
|
|
shares |
|
** |
|
|
1,982,950 |
|
|
|
Fidelity Spartan Extended Mkt. Index |
|
Mutual Fund |
|
|
17,708 |
|
|
shares |
|
** |
|
|
675,930 |
|
|
|
FMI Focus |
|
Mutual Fund |
|
|
759 |
|
|
shares |
|
** |
|
|
23,030 |
|
|
|
GE Premier Growth Equity Class A |
|
Mutual Fund |
|
|
35,155 |
|
|
shares |
|
** |
|
|
752,035 |
|
|
|
Harbor Bond Institutional Class Fund |
|
Mutual Fund |
|
|
153,062 |
|
|
shares |
|
** |
|
|
1,851,720 |
|
|
|
Harbor Bond Institutional
International Class Fund |
|
Mutual Fund |
|
|
45,620 |
|
|
shares |
|
** |
|
|
2,762,391 |
|
|
|
Royce Pennsylvania Mutual Fund |
|
Mutual Fund |
|
|
158,585 |
|
|
shares |
|
** |
|
|
1,847,521 |
|
* |
|
Schwab Value Advantage Money Fund |
|
Mutual Fund |
|
|
5,807,356 |
|
|
shares |
|
** |
|
|
5,807,356 |
|
|
|
Vanguard
S&P 500 Index |
|
Mutual Fund |
|
|
23,870 |
|
|
shares |
|
** |
|
|
3,543,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mutual funds |
|
|
|
|
|
|
|
|
|
|
|
|
20,869,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant Loans Receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Participant loans receivable |
|
Interest rates raging
from 5.25% to 10.25% maturity dates of January 15, 2011 to July 23, 2016 |
|
|
|
|
1,648,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total participant Loans receivable |
|
|
|
|
|
|
|
|
|
|
|
|
1,648,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
23,036,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Party in-interest |
|
** |
|
Historical cost is not required for participant directed investments. |
12
Signatures
The Plan. Pursuant to the requirement of the Securities Exchange Act of 1934, the Board of
Trustees (or the persons who administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
FIRST BANCORP.
|
|
|
|
(Name of Plan) |
|
|
|
|
|
|
|
|
|
Date: 6/29/2011 |
By: |
/s/ Pedro A. Romero
|
|
|
|
Authorized Representative |
|
|
|
|
|
|
******
13