UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________________
FORM 11-K
_________________________
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK REPURCHASE SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark
One):
x ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31,
2014
OR
¨ TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For
the transition period from __________ to __________
Commission
file number 001-12647
A. Full title of the plan and the
address of the plan, if different from that of the issuer named below:
The Oriental
Bank CODA Profit Sharing Plan
c/o Oriental Bank
254 Muñoz Rivera Avenue,
Oriental Center 15th Floor
San Juan, Puerto Rico 00918
B. Name of issuer of the securities held
pursuant to the plan and the address of its principal executive office:
OFG BANCORP
254 Muñoz Rivera Avenue,
Oriental Center 15th Floor
San Juan, Puerto Rico 00918
The Oriental Bank CODA Profit Sharing Plan
TABLE OF CONTENTS
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Financial
Statements:
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Statements of
Net Assets Available for Benefits as of December 31, 2014 and 2013
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2
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Statement of
Changes in Net Assets Available for Benefits for the year ended
December 31,
2014
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3
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Notes to
Financial Statements
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4 – 11
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Supplemental
Schedule:
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Schedule I
– Schedule H, Line 4i - Schedule of Assets (Held at Year End) as of
December 31,
2014
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12
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Signatures
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13
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EX-23.1
CONSENT OF KPMG LLP
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14
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Report of
Independent Registered Public Accounting Firm
The 1165(e) Retirement Plan Committee
The Oriental Bank CODA Profit Sharing Plan:
We have audited the
accompanying statements of net assets available for benefits of The Oriental
Bank CODA Profit Sharing Plan (the Plan) as of December 31, 2014 and 2013, and
the related statement of changes in net assets available for benefits for the year
ended December 31, 2014. These financial statements are the responsibility of
the Plan’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the net
assets available for benefits of the Plan as of December 31, 2014 and 2013, and
the changes in net assets available for benefits for the year ended December
31, 2014, in conformity with U.S. generally accepted accounting principles.
The
supplemental information in the accompanying Schedule H, Line 4i – Schedule of
Assets (Held at End of Year) as of December 31, 2014, has been subjected to
audit procedures performed in conjunction with the audit of the Plan’s 2014
financial statements. The supplemental information is presented for the purpose
of additional analysis and is not a required part of the financial statements
but include supplemental information required by the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures included
determining whether the supplemental information reconciles to the financial
statements or the underlying accounting and other records, as applicable, and
performing procedures to test the completeness and accuracy of the information
presented in the supplemental information. In forming our opinion on the
supplemental information, we evaluated whether the supplemental information,
including its form and content, is presented in conformity with the Department of
Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. In our opinion, the supplemental
information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held
at End of Year) as of December 31, 2014, is fairly stated in all material
respects in relation to the 2014 financial statements as a whole
/s/
KPMG LLP
July
2, 2015
San
Juan, Puerto Rico
Certified
Public Accountants
THE
ORIENTAL BANK CODA PROFIT SHARING PLAN
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Statements
of Net Assets Available for Benefits
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December
31, 2014 and 2013
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2014
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2013
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Assets:
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Cash and investments:
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Cash
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$
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-
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$
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4,481
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Investments at fair value:
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Money market instruments
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12,427
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5,999
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Common stock
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4,056,456
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4,296,153
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Insurance company investment contracts:
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Pooled separate accounts
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31,249,800
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28,449,954
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Stable value fund
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7,260,285
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8,156,603
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Total cash and investments
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42,578,968
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40,913,190
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Receivables:
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Dividends
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24,363
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17,839
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Notes receivable from participants
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32,497
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52,009
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Total receivables
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56,860
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69,848
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Total assets
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$
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42,635,828
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$
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40,983,038
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Liabilities:
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Other liabilities
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$
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71,284
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$
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10
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Total liabilities
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71,284
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10
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Net assets available for benefits
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$
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42,564,544
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$
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40,983,028
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See accompanying notes to financial statements.
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THE
ORIENTAL BANK CODA PROFIT SHARING PLAN
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Statement
of Changes in Net Assets Available for Benefits
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Year
ended December 31, 2014
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2014
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Additions to net assets attributed to:
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Investment income:
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Net appreciation in fair value of investments
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$
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1,476,128
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Dividends
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78,555
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Interest
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106,764
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Total investment income
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1,661,447
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Contributions:
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Participants
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2,754,667
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Employer
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609,472
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Total contributions
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3,364,139
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Total additions
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5,025,586
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Deductions from net assets attributed to:
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Benefits paid to participants
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(3,371,718)
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Administrative fees
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(72,352)
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Total deductions
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(3,444,070)
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Net increase
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1,581,516
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Net assets available for benefits:
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Beginning of year
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40,983,028
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End of year
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$
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42,564,544
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See accompanying notes to financial statements.
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THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS
YEARS ENDED
DECEMBER 31, 2014 AND 2013
(1)
Description of the Plan
The following description of The Oriental
Bank CODA Profit Sharing Plan (the “Plan”) provides only general information.
Participants should refer to the plan agreement for a more complete description
of the Plan’s provisions.
(a)
General
The Plan was organized on January 1, 1992 as a defined
contribution plan originally maintained by Oriental Bank (the “Employer”),
a wholly owned subsidiary of OFG Bancorp (the “Company”), for the benefit of
the Employer’s and its affiliated companies’ employees who are residents of
Puerto Rico and are age 21 or older. The Plan is intended to be a qualified
plan pursuant to the Puerto Rico Internal Revenue Code of 2011, as amended (the
“2011 Code”). It contains a cash or deferred arrangement qualifying under the
2011 Code and is subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).
Effective January 1, 2013, the Plan changed its legal name
to “The Oriental Bank CODA Profit Sharing Plan” from the “The Oriental Bank and
Trust CODA Profit Sharing Plan.”
Effective April 1, 2013, the Plan was amended to
include a new subsection which states that all employees who were employed by
Banco Bilbao Vizcaya Argentaria Puerto Rico (“BBVA Bank”) on December 17, 2012
and who became employees of the Employer on December 18, 2012 as a result of
the acquisition of BBVA Bank by the Company that was completed on the same
date, shall be credited with all periods of service with BBVA Bank for all appropriate
purposes under the Plan and can participate in the Plan.
In October 2013, the net plan assets of the Plan Participación
en Beneficios 1081 Banco Bilbao Vizcaya Argentaria Puerto Rico, a defined
contribution plan which covered all full time employees of the former BBVA
Bank, were transferred to the Plan.
On June 6, 2014, the Plan was
amended, effective October 1, 2013, to clarify that the Plan could accept, hold
and administer loans to participants that were included in the assets of the
Plan Participación en Beneficios 1081 Banco Bilbao Vizcaya Argentaria Puerto
Rico.
(b)
Contributions
Each year, participants may contribute up to the
maximum deferral amount under the provisions of Code Section 402(g) of the U.S.
Code as annually indexed by the U.S. Internal Revenue Service (for 2014 and
2013 the limit was $17,500). If in addition to a deferral election under the
Plan, participants contribute to an individual retirement account in Puerto
Rico (“PR-IRA”), pre-tax contributions to both the Plan and a PR-IRA in the
aggregate cannot exceed the sum of the annual deferral limit under the 2011 Code
($20,000 for tax year ended December 31, 2014 and 2013). Participants may also
contribute amounts representing distributions from other Puerto Rico and U.S.
qualified defined benefit or contribution plans.
Participants direct the investment of their
contributions into various investment options offered by the Plan. The Plan
currently offers pooled separate accounts, a stable value fund, and shares of
common stock of the Company as investment options for participants. Effective
February 25, 2013, the Plan changed its policy to permit participants to direct
their matching contributions in the Plan. Previously, all matching contributions
were invested in the Company’s common stock. Participants were also provided
with the option to make changes to the existing balance of matching
contributions previously held in the Company’s common stock. For part of year
2013, the employer matched 80% of the participants’ contributions, up to a
maximum of $832 per year as discretionary matching contributions. Effective
April 1, 2013, the Employer changed the discretionary matching contribution to
a match of 50% of each participant’s contributions up to a maximum contribution
for matching purposes of 4% of the participant’s compensation per year.
(c)
Participant Accounts
Each participant’s account is credited with the
participant’s contribution and allocations of (a) the Employer’s
contribution and (b) Plan earnings, and charged with an allocation of
administrative fees. Allocations are
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant’s vested account.
(d)
Vesting
Participants are immediately vested in their contributions
plus actual earnings thereon. The Employer’s contribution portion of their
accounts plus actual earnings thereon vest upon the occurrence of any of the
following events: completion of three years of credited service; attaining age
65; total disability while employed by the Employer; or death while employed by
the Employer.
(e)
Payment of Benefits
On termination of service due to death, disability, or
retirement, a participant or its heirs may elect to receive the value of the
vested interest in his or her account in either a lump sum amount, a fixed
period that may not exceed the participant’s life expectancy or through a fixed
annuity contract. For termination of service for other reasons, a participant
may receive the value of the vested interest in his or her account as a lump
sum distribution.
(f)
Loans to Participants
The Plan does not allow for loans to participants. In October
2013, the Plan Participación en Beneficios 1081 Banco Bilbao Vizcaya Argentaria
Puerto Rico, a defined contribution plan which covered all fulltime employees
of the former BBVA Bank, transferred its existing participant loans amounting
to approximately $54,000 to the Plan. These loans will be extinguished as they
are repaid by participants. Loan terms range from 1-5 years or up to 30 years
for a home loan. The loans are secured by the balance in the participant’s
account and bear interest at a rate commensurate with the interest rate charged
by persons in the business of lending money for loans which would be made under
similar circumstances. Principal and interest is paid ratably through payroll
deductions. No additional loans will be granted to participants.
(g)
Forfeited Accounts
Employer contributions that are not vested upon
termination of employment are forfeited and may be used to pay administrative
expenses and then reduce future contributions to the Plan by the Employer. For
the year ended December 31, 2014 forfeitures totaling approximately $197,000
were used to offset Employer contributions. For the year ended 2013, no
forfeitures were used to offset Employer contributions. At December 31, 2014
the forfeiture account had no balance.
(h)
Plan Termination
Although it has not expressed any intent to do so, the
Employer 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% vested in their Employer’s
contributions.
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
(2)
Summary of Significant Accounting
Policies
Following are the significant accounting
policies followed by the Plan:
(a)
Basis of Presentation
The accompanying financial statements have been
prepared under the accrual method of accounting.
Investment contracts held by a defined contribution
plan are required to be reported at fair value. However, for a defined
contribution plan attributable to fully benefit‑responsive investment contracts,
such as the stable value fund, the contract value is the relevant measurement
attribute for that portion of the net assets available for plan benefits since
it is the amount participants would receive if they were to initiate permitted
transactions under the terms of the Plan. The statement of net assets available
for benefits presents the fair value of the investment contracts. For the
stable value fund, the contract value of each participant account approximates
its fair value.
(b)
Use of Estimates
The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect the reported
amounts of assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates. Material estimate that is particularly susceptible to significant
change in the near term is mainly the determination of the valuation of
securities.
(c)
Risks and Uncertainties
The Plan invests in various financial instruments.
Investment securities are exposed to various risks, such as interest rate,
credit, and market risks. Due to the level of risk associated with certain
investment securities, it is reasonably possible that changes in the fair values
of investment securities will occur in the near term and that such changes
could materially affect participants’ account balances and the amounts reported
in the statements of net assets available for benefits.
(d)
Investments Valuation and Income
Recognition
The Plan’s investments are stated at fair value in
accordance with accounting Standards Codification Topic 820 “Fair Value
Measurement and Disclosures”. See Note 3 and 7 for more disclosure.
The pooled separate accounts with Transamerica Life
Insurance Company (“Transamerica”) are stated at fair value as reported to the
Plan by Transamerica. The unit value of the pooled separate account is
calculated by dividing the total value of the assets of the separate account by
the number of units in the separate account. For separate accounts that invest
exclusively in mutual funds, the total value of the assets of the separate
account is based on the net asset value (NAV), or price per share, of the
underlying mutual fund. The mutual fund calculates its NAV by dividing the
mutual fund’s net assets by the mutual fund’s outstanding number of shares.
Those separate accounts investing in mutual funds or equity securities are
measured using quoted prices in active markets for identical assets. Those
separate accounts directly investing in fixed maturity securities are measured
based on the pricing data provided by outside valuation service providers who
in turn generally use the mean of bid and ask prices but may also use alternative
observable pricing inputs for certain securities. The Stable Value Fund is
valued at contract value, and is based on its beginning balance plus any
deposit and credited interest, less any withdrawals, charges, or expenses, a
measurement which approximates fair value. Shares of common stock are valued at
quoted closing market prices. Money market instruments are stated at fair
value, which approximates cost plus accumulated interest earnings less
distributions to date.
Purchases and sales of securities are recorded on a
trade‑date basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the declaration date, taking into consideration
ex-dividend date. Net appreciation includes the Plan’s gains and losses on
investments bought and sold as well as held during the year.
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
(e)
Payments of Benefits
Benefits are recorded when paid.
(f)
Plan Expenses
Under the Plan’s contract entered into with
Transamerica, contract asset charges are assessed each month based on the
actual combined balance of all separate accounts and the stable value fund. These
charges are presented as administrative fees in the statement of changes in net
assets available for benefits.
Administrative expenses, including trustee, legal,
auditing, and other fees, may be paid out of the invested assets unless paid by
the Employer. Expenses paid and absorbed by the Employer during the year ended
December 31, 2014 amounted to $140,176.
(g)
Subsequent events
The
Plan has evaluated subsequent events from the statement of net assets available
for benefits date through July 2, 2015, the filing of this Annual Report on
Form 11-K for the year ended December 31, 2014.
(h)
Recent Accounting Developments
Accounting standards that have been issued by the Financial Accounting Standards Board
(“FASB”) or other standards‑setting
bodies are not expected to have a material impact on the Plan’s statements of
net assets available for benefits, or the related statement of changes in net
assets available for benefits.
(3)
Investments
The following presents investments
as of December 31, 2014 and 2013 that represent 5% or more of the Plan’s
net assets.
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December
31,
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2014
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Participant-directed investments:
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OFG Bancorp common stock; 243,631 shares
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$
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4,056,456
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Pooled separate accounts:
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WMC Core Equity; 499,031 units
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5,213,124
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Janus Balanced Ret Opt; 110,157 units
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|
4,849,365
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Transamerica AA – Moderate; 207,972 units
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4,118,180
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Columbia Marsico 21st Century; 169,444 units
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3,682,749
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American Century Government Bond; 176,334 units
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|
3,389,306
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Fidelity Advisor Lev Co Stk; 42,260 units
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2,543,868
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Stable value fund:
|
|
|
Transamerica Stable Value; 381,136 units
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|
7,260,285
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THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
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December
31,
|
|
2013
|
Participant-directed investments:
|
|
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OFG Bancorp common stock; 247,759 shares
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$
|
4,296,153
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Pooled separate accounts:
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WMC Core Equity; 190,632 units
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|
4,949,600
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Janus Balanced Ret Opt; 117,956 units
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|
4,810,583
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American Century Government Bond; 192,489 units
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|
3,554,688
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Columbia Marsico 21st Century; 171,802 units
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|
3,432,667
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Fidelity Advisor Lev Co Stk; 43,134 units
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|
2,469,646
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Janus Overseas Ret Opt; 39,788 units
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|
2,298,816
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Transamerica AA – Moderate; 114,149 units
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|
2,165,989
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Stable value fund:
|
|
|
Transamerica Stable Value; 433,970 units
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|
8,156,603
|
During 2014, the Plan’s
investments (including gains and losses on investments bought and sold, as well
as held during the year) appreciated (depreciated) in value by $1,476,128 as
follows:
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2014
|
OFG Bancorp - common stock
|
$
|
(148,600)
|
Pooled separate accounts
|
|
1,624,728
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Total
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$
|
1,476,128
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Transamerica offers a stable value fund that the
participant may elect to transfer all or part of their funds into. The stable
value fund is considered to be a fully benefit‑responsive investment
contract. Contract value is the relevant measurement attribute for that portion
of the net assets available for benefits. Contract value, as reported by
Transamerica, is the beginning balance plus any deposit and credited interest,
less any withdrawals, charges, or expenses, a measurement that approximates
fair value. Participants may ordinarily direct the withdrawal or transfer of
all or a portion of their investment at contract value.
There are no reserves against contract value for
credit risk of Transamerica or otherwise. The contract value of the investment
contract at December 31, 2014 and 2013 was $7,260,285 and $8,156,603,
respectively. This investment seeks to protect against any loss of principal
while providing returns in excess of money market funds and one‑year
U.S. Treasury bills. The investment has a portfolio investment rate design
in which all deposits are credited with the same interest rate, credited on a
daily basis, and with no set maturity. The effective credited interest rate is
set monthly and effective on the first day of the month. Contract charges may
reduce this return. The Transamerica Stable Value Fund is not a separate
account investment choice – it is an investment in Transamerica’s general account.
The average yield of the Stable Value Fund based on actual earnings and
interest credited to participants was 1.35% and 1.45% for the years ended
December 31, 2014 and 2013, respectively.
Certain events limit the
ability of the Plan to transact at contract value with Transamerica. Such
events include the following: (1) the Plan is changed so as to
significantly affect Transamerica’s obligations to the contract, (2) the
contract can no longer be treated as a pension plan contract, (3) the Plan
is terminated, (4) failure to comply with the contract’s requirements,
(5) failure to provide information, (6) the sum of the contract
account values at any time equals $20,000 or less, or (7) the failure of
the trust to qualify for exemption from federal income taxes or any required
prohibited transaction exemption under ERISA. The plan administrator is not
aware of any events, which would limit the Plan’s ability to transact at
contract value with participants that are probable of occurring.
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
(4)
Related‑Party Transactions
Certain Plan investments are
shares of the Company’s common stock. The Employer is the Plan sponsor and
trustee and a wholly owned subsidiary of the Company and, therefore, qualifies
as a party‑in‑interest. At December 31, 2014 and 2013, the
Plan held an investment of 243,631 and 247,759 shares of the Company’s common
stock, respectively. The fair value of the common stock at December 31,
2014 and 2013 was $4,056,456 and $4,296,153, respectively.
The recordkeeper of the Plan is
Oriental Pension Consultants, Inc. (“OPC”), formerly known as Caribbean Pension
Consultants, Inc., a subsidiary of the Company. Fees charged by OPC for
services provided were absorbed by the Employer.
(5)
Income Taxes
The trust established to fund
the Plan is intended to be exempt from Puerto Rico and U.S. income taxes, the
2011 Code, and the U.S. Code. As applicable, the Plan is required to operate in
conformity with the 2011 Code and the U.S. Code to maintain its qualification.
The Plan administrator believes that the Plan is designed and operating in
compliance with the applicable requirements of the Puerto Rico Treasury
Department (“PR Treasury”) and U.S. Code and remains qualified.
U.S. generally accepted
accounting principles require plan management to evaluate tax positions taken
by the Plan and recognize a tax liability (or asset) if the Plan has taken an
uncertain position that more likely than not would not be sustained upon
examination by the IRS and the PR Treasury. As of December 31, 2014 and 2013,
there are no uncertain tax positions taken or expected to be taken that would
require recognition or disclosure in the financial statements. The Plan is
subject to routine audits by taxing jurisdictions. However, there are
currently no audits in progress for any tax periods. The Plan is no longer
subject to income tax examinations for the years prior to 2011.
(6)
Fair Value
As discussed in Note 2,
the Plan uses the fair value measurement framework under U.S. generally accepted
accounting principles.
Fair Value Measurement
Fair value is 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 fair value
hierarchy requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The three
levels of inputs that may be used to measure fair value:
Level 1
– assets include equity securities that are traded in an active exchange
market, as well as certain money market instruments. Valuations are obtained
from readily available pricing sources for market transactions involving
identical assets.
Level 2
– observable inputs other than Level 1 prices such as quoted prices for
similar assets; quoted prices in markets that are not active; or other inputs
that are observable or can be corroborated by observable market data for
substantially the full term of the assets. Level 2 assets include
(i) pooled separate accounts, and (ii) the stable value fund.
Level 3
– unobservable inputs that are supported by little or no market activity and
that are significant to the fair value of the assets or liabilities.
Level 3 assets include financial instruments whose value is determined
using pricing models, for which the determination of fair value requires
significant management judgment or estimation. As of December 31, 2014 and
2013, the Plan did not have such assets.
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
The following is a description of the valuation
methodologies used for instruments measured at fair value:
Pooled Separate Accounts: the fair value of the investment in this category
has been estimated using the NAV per share. The NAV of these accounts is based
on the market value of its underlying investments. The NAV of these accounts is
not a public‑quoted price in an active market (“Level 2”). There are
currently no redemption restrictions on these investments.
Stable Value Fund: valued at contract value, and is based on its beginning balance plus
any deposit and credited interest, less any withdrawals, charges, or expenses,
a measurement which approximates fair value (“Level 2”).
Shares of the Company’s common stock: valued at quoted closing market prices (“Level 1”).
Money Market Instruments: stated at fair value, which approximates cost plus
accumulated interest earnings less distributions to date (“Level 1”).
The estimated fair value is subjective in nature and
involves uncertainties and matters of significant judgment and, therefore,
cannot be determined with precision. Changes in assumptions could affect these
fair value estimates. The fair value estimates do not take into consideration
the value of future business and the value of assets and liabilities that are
not financial instruments.
The following tables set forth
by level, within the fair value hierarchy, the Plan’s fair value measurements
at December 31, 2014 and 2013:
|
December
31, 2014
|
|
Fair
Value Measurements
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Money market instruments
|
$
|
12,427
|
|
$
|
-
|
|
$
|
-
|
|
$
|
12,427
|
Common stock
|
|
4,056,456
|
|
|
-
|
|
|
-
|
|
|
4,056,456
|
Pooled separate accounts
|
|
|
|
|
|
|
|
|
|
|
|
Hybrid (a)
|
|
-
|
|
|
10,746,841
|
|
|
-
|
|
|
10,746,841
|
Bond (b)
|
|
-
|
|
|
5,210,817
|
|
|
-
|
|
|
5,210,817
|
International Equity (c)
|
|
-
|
|
|
1,759,954
|
|
|
-
|
|
|
1,759,954
|
Equity - Large Cap (d)
|
|
-
|
|
|
12,049,289
|
|
|
-
|
|
|
12,049,289
|
Equity - Mid Cap (e)
|
|
-
|
|
|
735,462
|
|
|
-
|
|
|
735,462
|
Equity - Small Cap (f)
|
|
-
|
|
|
747,437
|
|
|
-
|
|
|
747,437
|
Stable value fund
|
|
-
|
|
|
7,260,285
|
|
|
-
|
|
|
7,260,285
|
|
$
|
4,068,883
|
|
$
|
38,510,085
|
|
$
|
-
|
|
$
|
42,578,968
|
THE ORIENTAL
BANK CODA PROFIT SHARING PLAN
NOTES TO
FINANCIAL STATEMENTS – (Continued)
YEARS ENDED
DECEMBER 31, 2014 AND 2013
|
December
31, 2013
|
|
Fair
Value Measurements
|
|
Level
1
|
|
Level
2
|
|
Level
3
|
|
Total
|
Money market instruments
|
$
|
5,999
|
|
$
|
-
|
|
$
|
-
|
|
$
|
5,999
|
Common stock
|
|
4,296,153
|
|
|
-
|
|
|
-
|
|
|
4,296,153
|
Pooled separate accounts
|
|
|
|
|
|
|
|
|
|
|
|
Hybrid (a)
|
|
-
|
|
|
8,402,872
|
|
|
-
|
|
|
8,402,872
|
Bond (b)
|
|
-
|
|
|
5,149,487
|
|
|
-
|
|
|
5,149,487
|
International Equity (c)
|
|
-
|
|
|
2,298,816
|
|
|
-
|
|
|
2,298,816
|
Equity - Large Cap (d)
|
|
-
|
|
|
11,335,692
|
|
|
-
|
|
|
11,335,692
|
Equity - Mid Cap (e)
|
|
-
|
|
|
780,822
|
|
|
-
|
|
|
780,822
|
Equity - Small Cap (f)
|
|
-
|
|
|
482,265
|
|
|
-
|
|
|
482,265
|
Stable value fund
|
|
-
|
|
|
8,156,603
|
|
|
-
|
|
|
8,156,603
|
|
$
|
4,302,152
|
|
$
|
36,606,557
|
|
$
|
-
|
|
$
|
40,908,709
|
(a) The pooled separate
accounts in this category primarily invest in U.S. and non-U.S. stocks, and
fixed-income securities which may include bonds, mutual funds, cash equivalents
or other money market instruments.
(b) The pooled separate
accounts in this category primarily invest in bonds (at least 80% of total
assets), preferred stocks, cash equivalents or other money market instruments.
(c) The pooled separate
accounts in this category primarily invest at least 80% of assets in equity and
debt securities of issuers from countries outside of the United States.
(d) The pooled separate
accounts in this category primarily invest in equity securities of medium and
large capitalization companies, and may invest in securities of non-U.S.
issuers.
(e) The pooled separate
accounts in this category primarily invest in domestic equity securities with
growth potential, including foreign equity securities and debt securities.
(f) The pooled
separate accounts in this category primarily invest in common stocks contained
in both the Small Cap 1750 Index and the Russell 2000 Value Index.
Investments can be redeemed
with no advance notice on any day on which the New York Stock Exchange is open
for trading.
There were no transfers into or
out of Level 1 and Level 2 fair value measurements during the years ended
December 31, 2014 and 2013.
(7)
Excess Contributions Payable to
Participants
The
Plan is subject to certain non-discrimination rules under ERISA and the 2011 Code.
For 2014 the Plan failed certain of the non-discrimination tests under the 2011
Code due to lower contribution percentages by non-highly compensated eligible
employees relative to the contribution percentages of highly compensated
eligible employees. In order to meet the requirements of the non-discrimination
rules, the Plan refunded a portion of the contributions made by highly
compensated participants, in accordance with applicable provisions of the 2011 Code.
The refund for 2014, paid in March 2015, totaled $71,274. The refunds are
included as part of other liabilities in the Statements of Net Assets Available
for Benefits.
(8)
Prohibited Transaction –
Participants’ Contributions Remittances
In accordance with the
U.S. Department of Labor’s Regulation 2510.3102, an employer is required
to segregate participants’ contributions from its general assets as soon as
practical when amounts are contributed by participants or withheld from their
wages for a pension benefit plan such as the Plan. No prohibited transactions
occurred during the years ended December 31, 2014 and 2013.
SCHEDULE I
|
THE
ORIENTAL BANK CODA PROFIT SHARING PLAN
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
December
31, 2014
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
Identity
of issue, borrower,
lessor,
or similar party
|
|
(c)
Description
of Investment, including maturity
date,
rate of interest, collateral, par,
or
maturity value
|
|
(d)
Cost
|
|
(e)
Current
Value
|
|
|
Participant directed:
|
|
|
|
|
|
|
|
*
|
|
OFG Bancorp
|
|
OFG Bancorp:
|
|
|
|
|
|
|
|
|
|
Common Stock; 243,631 shares
|
|
**
|
|
|
4,056,456
|
|
|
|
|
|
|
|
|
|
|
|
|
Transamerica
|
|
|
|
|
|
|
|
|
|
|
|
WMC Core Equity; 499,031 units
|
|
**
|
|
|
5,213,124
|
|
|
|
|
Janus Balanced Ret Opt; 110,157 units
|
|
**
|
|
|
4,849,365
|
|
|
|
|
American Century Government Bond, 176,334 units
|
|
**
|
|
|
3,389,306
|
|
|
|
|
Columbia Marsico 21st Century; 169,444 units
|
|
**
|
|
|
3,682,749
|
|
|
|
|
Fidelity Advisor Lev Co Stk, 42,260 units
|
|
**
|
|
|
2,543,868
|
|
|
|
|
Janus Overseas Ret Opt; 35,475 units
|
|
**
|
|
|
1,759,954
|
|
|
|
|
Transamerica AA – Moderate; 207,972 units
|
|
**
|
|
|
4,118,180
|
|
|
|
|
Loomis Sayles Inv Grade Bond; 29,687 units
|
|
**
|
|
|
1,126,700
|
|
|
|
|
Thornburg Core Growth; 31,646 units
|
|
**
|
|
|
735,462
|
|
|
|
|
Transamerica AA – Growth; 41,005 units
|
|
**
|
|
|
812,323
|
|
|
|
|
Transamerica AA – Mod Growth; 36,791 units
|
|
**
|
|
|
733,381
|
|
|
|
|
Pioneer Discipline Value; 19,789 units
|
|
**
|
|
|
609,548
|
|
|
|
|
Transamerica Partners Hg Yd Bd; 9,973 units
|
|
**
|
|
|
367,060
|
|
|
|
|
SSgA Russell SC Value Index; 4,727 units
|
|
**
|
|
|
360,565
|
|
|
|
|
Loomis Sayles Bond; 4,803 units
|
|
**
|
|
|
327,751
|
|
|
|
|
Transamerica AA – Conservative; 12,097 units
|
|
**
|
|
|
233,592
|
|
|
|
|
Vanguard Small-Cap Index, 2,085 units
|
|
**
|
|
|
386,872
|
|
|
|
|
|
|
|
|
|
31,249,800
|
|
|
Money Market Instruments:
|
|
|
|
|
|
|
|
|
|
Money Market
|
|
Invesco Short Term Liquid Asset
|
|
**
|
|
|
12,427
|
|
|
Stable Value Fund:
|
|
|
|
|
|
|
|
*
|
|
Transamerica
|
|
Transamerica Stable Value; 381,136 units
|
|
**
|
|
|
7,260,285
|
*
|
|
Notes receivable from participants
|
|
Notes, with interest rate of 9.5%; maturities
|
|
|
|
|
|
|
|
|
|
through 2032
|
|
-
|
|
|
32,497
|
|
|
|
|
|
|
|
|
$
|
42,611,465
|
_______________
|
|
|
|
|
|
|
|
* Party-in-interest as defined by ERISA.
|
** Not applicable as these are participant directed.
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying report of independent registered public
accounting firm.
|
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other 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.
|
THE ORIENTAL BANK CODA
PROFIT SHARING PLAN
(Name of Plan)
|
|
|
|
|
Date:
|
July
2, 2015
|
|
/s/ Ganesh Kumar
|
|
Ganesh Kumar
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Juan J. Santiago
|
|
|
Vice President and Trust Officer
|
|
|
|
|
|
|
INDEX OF EXHIBITS
|
|
|
|
Exhibit
No.
|
|
Description
of Document
|
|
23.1
|
|
Consent
of KPMG LLP
|
|
|
|
|
|
EXHIBIT
23.1
CONSENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The 1165(e)
Retirement Plan Committee
The Oriental Bank CODA Profit Sharing
Plan:
We
consent to the incorporation by reference in the registration statement (No.
333-102696) on Form S–8 of OFG Bancorp of our report dated July 2, 2015, with
respect to the statements of net assets available for benefits of The Oriental
Bank CODA Profit Sharing Plan as of December 31, 2014 and 2013, the related
statements of changes in net assets available for benefits for the year ended
December 31, 2014, and the supplemental Schedule H, Line 4i – Schedule of
Assets (Held at End of Year) as of December 31, 2014, which report appears in
the December 31, 2014 annual report for Form 11–K of The Oriental Bank CODA
Profit Sharing Plan..
/s/ KPMG LLP
July 2,
2015
San Juan,
Puerto Rico
Certified Public
Accountants
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