Popular Inc - Annual Report of Employee Stock Plans (11-K)
June 30 2008 - 4:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
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þ
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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, 2007
Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file Number 0-13818
POPULAR, INC. U.S.A. 401(K) SAVINGS & INVESTMENT PLAN
(Full title of the Plan and address of the Plan, if different from that of the issuer named below)
POPULAR, INC.
209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918
(Name of issuer of the securities held pursuant to the plan and the address of principal executive office)
Popular, Inc. U.S.A. 401(k)
Savings & Investment Plan
Financial Statements and
Supplemental Schedule
December 31, 2007 and 2006
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Index
December 31, 2007 and 2006
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Page(s)
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1
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Financial Statements
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2
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3
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4-11
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Supplemental Schedule:*
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12
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13
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14
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*
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Other supplementary schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
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 Popular, Inc. U.S.A. 401(k) Savings & Investment Plan (the
Plan) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the
year ended December 31, 2007 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 end of year 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.
New York, NY
June 26, 2008
1
Popular,
Inc. U.S.A. 401(k) Savings & Investment Plan
Statement of Net Assets Available for Benefits
December 31, 2007 and 2006
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2007
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2006
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Assets
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Investments, at fair value (see Note 4)
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$
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125,305,660
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$
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122,054,044
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Receivables
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Employers contribution
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145,463
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1,253,839
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Participants contributions
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235,900
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18,103
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Total receivables
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381,363
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1,271,942
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Total assets
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125,687,023
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123,325,986
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Liabilities
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Refundable contributions
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69,997
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Total liabilities
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69,997
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Net assets available for benefits at fair value
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125,687,023
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123,255,989
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Adjustment from fair value to contract value for
fully benefit -responsive investment contracts
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683,192
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504,195
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Net assets available for benefits
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$
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126,370,215
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$
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123,760,184
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See accompanying notes to the financial statements.
2
Popular,
Inc. U.S.A. 401(k) Savings & Investment Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2007
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Additions to net assets attributed to
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Investment income
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Net depreciation in fair value of investments (see Note 4)
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$
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(10,262,498
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Dividends
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1,881,995
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Interest income, investments
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363,358
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Interest income, participants loans
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294,972
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(7,722,173
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Contributions
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Participant
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13,712,450
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Rollovers from external sources
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687,925
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Employer
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6,628,607
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Transfers in other plan (see Note 1)
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13,092,762
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34,121,744
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Total additions
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26,399,571
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Deductions from net assets attributed to
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Benefits paid to participants
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23,508,183
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Refunded contributions
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234,471
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Administrative expenses
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46,886
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Total deductions
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23,789,540
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Increase in Net Assets
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2,610,031
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Net assets available for plan benefits
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Beginning of year
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123,760,184
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End of year
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$
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126,370,215
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See accompanying notes to the financial statements.
3
Popular,
Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
1.
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Description of the Plan
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The following brief description of the Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
(the Plan) provides only general information. Popular, Inc. is the Plan Sponsor.
Participants should refer to the Plan document for a more complete description of the Plans
provisions.
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General
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The Plan is a defined contribution plan covering any United States (excluding Puerto Rico),
United States Virgin Islands and British Virgin Islands employee of the Plan Sponsor who have
completed 30 days of service. The Plan consists of four
contracts, referred to as Employee Group, covering employees of the
Plan Sponsor and Adopting Employers consisting of the
following entities and their subsidiaries: Popular Financial Holdings, Inc., Banco Popular
North America (BPNA), Evertec, Inc. and Banco Popular de Puerto Rico.
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Effective January 1, 2007, E-Loan 401(k) Plan was merged into the Plan, resulting in the
transfer of $13,092,762 in net assets into the Plan. E-Loan, Inc. is a subsidiary of BPNA.
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Effective July 1, 2007, the Plan was amended to provide for complete pass-through to
participants of voting rights on shares of common stock of the Plan Sponsor allocated to
participants accounts in the Plan. The pass-through of voting rights shall apply to voting,
subscription and all other rights pertaining to shareholders of Qualifying Employer
Securities, and tender or exchange offers for Qualifying Employer Securities.
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On December 19, 2007, the Board adopted a resolution to align the differences in the plan
provisions of the four contracts in order to combine them into one contract. Currently, the
four contracts have different plan provisions related to employer matching contributions,
automatic enrollment rate and definition of part time service. The changes mentioned in the
resolution will be effective January 1, 2008. The contract consolidation date will be
effective April 1, 2008.
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The Plan is subject to the provisions of ERISA.
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Eligibility and vesting
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Participants are immediately vested in their voluntary contributions and earnings thereon.
Vesting in the Employers matching and discretionary contribution portion of their account
plan plus actual earnings thereon is based on years of credited service. A participant
begins to vest in the Plan according to the following table:
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Vesting
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Years of credit service
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Percentage
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Less than 1
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0
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%
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1
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20
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2
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40
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%
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3
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60
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4
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80
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5 or more
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100
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Contributions
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Each year, employees may contribute a percentage of their annual compensation up to a maximum
of $15,500 based on IRS limitations, as defined in the Plan. Participants direct the
investment of Plan contributions into various investment options offered by the Plan. The
Plan currently offers 18 investment options for participants that include mutual funds and
separate pooled accounts in addition to stock in Popular, Inc. Newly hired employees are
automatically enrolled in the Plan and
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4
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
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are subject to have between 2% and 4%, depending on
the employer group, of eligible compensation contributed to the Plan on a before-tax basis
unless they make a different contribution election or elect not to make a contribution.
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The Plan Sponsor contributes a matching percentage for each elective deferral contribution made
by an employee up to a stated percentage of annual compensation
depending on Employee Group.
The Plan Sponsor may make additional matching contributions in an
amount determined by its Board
of Directors.
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Participants who are at least age 50 as of the last day of the plan year and make the maximum
Employee Contributions permitted by the Plan shall be entitled to make additional
contributions on a before-tax basis (Catch-Up Contributions).
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Participant accounts
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Each participants account is credited with the participants contributions and allocations
of the Employers contributions and Plan earnings. Allocations are 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 participants vested account.
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Participant loans
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Participants may borrow against their fund accounts a minimum of $1,000 up to a maximum of
the lesser of $50,000 or 50% of the vested portion of the participants equity in the Plan.
Loan transactions are treated as a transfer to (from) the investment fund from (to)
participant loans. Loan terms range from one to five years or longer if used to acquire a
principal residence. Loans are collateralized by the balance in the participants account
and bear interest at a rate commensurate with local prevailing rates as determined by the
Plan administrator. Interest rates ranged from 4% to 11%. Principal and interest are paid
ratably through bi-weekly payroll deductions.
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Distributions
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Distributions may occur for termination, retirement, disability, or death. The Plan provides
that benefits be distributed in one single sum.
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Plan termination
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Although it has not expressed any intent to do so, the sponsor may terminate the Plan for any
reason at any time, in which event there shall be no employer duty to make contributions. In
the event of termination, all participants become fully vested and have a nonforfeitable
right to their full account balance.
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2.
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Summary of Significant Accounting Policies
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Basis of presentation
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The accompanying financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. A description of the more
significant accounting policies follows.
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Valuation of investments
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Plan investments are stated at fair value. Shares of registered investment companies are
valued at quoted market prices which represent the net asset value of shares held by the Plan
at year-end. Popular, Inc. common stock is valued at its quoted market price at December 31,
2007. Non-registered pooled separate accounts managed by Principal Life Insurance Company
(PLIC) are
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5
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
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valued daily based on the market value of the underlying assets in each separate
account. The Plans interest in the single group annuity contract is valued based on
information reported by the issuing insurance company.
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Investment income
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Purchases and sales of securities are recorded on a trade-date basis. The net appreciation
or depreciation in the fair value of investments is a combination of net realized gains
(losses) and the unrealized appreciation (depreciation) on the market value of investments
remaining in the Plan in 2007. The weighted average cost basis is used when computing
realized gain or loss. Dividends are recorded on the ex-dividend date.
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Administrative expenses
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Legal and other administrative expenses except for loan fees are paid by the Plan Sponsor
and, accordingly, have not been reflected in the Plans financial statements. Fees imposed
to administer loans are used to reduce the participants accounts.
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Payment of benefits
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Benefits are recorded when paid.
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Forfeited accounts
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Forfeitures of non-vested accounts that result because of terminations or withdrawals reduce
contributions otherwise due from the Plan Sponsor. At December 31, 2007, forfeited
non-vested accounts totaled $163,816 and were included in the Plans assets. At December 31,
2006, forfeited non-vested accounts totaled $255,272. During 2007 and 2006, forfeitures
applied to reduce employer contributions totaled $1,241,758 and $1,601,468, respectively.
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Refundable contributions
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Refundable contributions represent excess contributions that arose as a result of failing
non-discrimination tests which are prepared in accordance with IRS Regulations. During 2007,
the Plan refunded $304,468 related to 2006 of which $69,997 was accrued at December 31, 2006.
There were no refundable contributions for 2007 as the Plan passed the non-discrimination
tests.
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Use of estimates
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The preparation of financial statements in conformity with generally accepted accounting
principles requires the Plan administrator to make estimates and assumptions that affect the
reported amounts of assets, liabilities and changes therein, and disclosure of contingent
assets and liabilities. Actual results could differ from these estimates.
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As described in the Financial accounting Standards Board Staff Position, FSP AAG INV-1 and
SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans (the FSP), investment contracts held by a
defined-contribution plan are required to be reported at fair value. However, contract value
is the relevant measurement attribute for that portion of the net assets available for
benefits of a defined-contribution plan attributed to fully benefit-responsive investment
contracts because contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the plan.
The plan invests in a single group annuity contract with a fixed rate of interest. As
required by the FSP, the Statement of Net Assets Available for Benefits presents the fair
value of the investment in the annuity contract as well as the adjustment of the investment
in the annuity contract from fair value to contract value relating to the investment
contract. The Statement of Changes in Net Assets Available for Benefits is prepared on a
contract value basis.
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6
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
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Risks and uncertainties
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The Plan provides for various investment options in any combination of stocks, fixed income
securities, mutual funds and other investment securities. Investment securities are exposed
to various risks, such as interest rate, market and credit risk. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that
changes in the value of investment securities will occur in the near term and that such
changes could materially affect participant account balances and the amounts reported in the
statement of net assets available for benefits.
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Recent Accounting Pronouncement
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In September 2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 157,
Fair Value Measurements
(SFAS 157). SFAS 157 defines fair
value, establishes a framework of measuring fair value and requires enhanced disclosures
about fair value measurements. SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal
years. The Plan will adopt the provisions of SFAS 157 in 2008. The Plan is still in the
process of evaluating the potential impact, if any, to the Plans financial statements.
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3.
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Investment Contract with Insurance Company
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The Plan offered the Principal Fixed Income Option 401a Option (PFIO) as a stable value
investment option available to plan participants. PFIO is a benefit-responsive group annuity
contract issued by PLIC. The methodology for calculating the interest crediting rate is
defined in the contract under the term Composite Crediting Rate. The Composite Crediting
Rate is determined by solving for the rate that, when used to accrue interest from the first
day of such Deposit Period to the end of such Deposit Period, including expected Net Cash
Flows, will result in a value equal to the sum of (a), (b), and (c) below, rounded to the
nearest 5 basis points:
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a.
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The aggregate of the values of each Guaranteed Interest Fund for which the
Deposit Period have closed. This value will be determined by accumulating the value
immediately prior to the first day of the Deposit Period for which the Composite
Crediting Rate is determined, with interest at the effective annual Guaranteed Interest
Rate for each such Guaranteed Interest Fund for the Deposit Period.
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b.
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The expected value of any Guaranteed Interest Fund for which the Deposit Period
has not closed. This value will be determined based on expected Net Cash Flow
accumulated with interest at the effective annual Guaranteed Interest Rate for the
Guaranteed Interest Fund for the Deposit Period.
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c.
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The expected value of any Guaranteed Interest Fund for the Deposit Period the
Composite Crediting Rate is being determined. This value will be determined based on
expected Net Cash flow accumulated with interest at the effective annual Guaranteed
interest Rate for the Guaranteed Interest Fund for the Deposit Period.
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Under the terms of the existing contract, the crediting rate is currently reset on a
semiannual basis. There was no minimum crediting rate. Changes in future interest crediting
rates will not effect the amount reported on the statement of net assets available for
benefits representing the adjustment for the portion of net assets attributable to fully
benefit-responsive investment contracts from fair value to contract value.
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7
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
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The PFIO is a single group annuity contract with a fixed rate of interest. It is not a
portfolio of contracts whose yields are based on changes in fair value of underlying assets
as would be found in a Stable Value fund. As a result, the average yield earned by the plan
is the yield earned (i.e. interest credited) on the group annuity contract. The interest
rate history for the contract is as follows:
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Time Period
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Rate
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January 1, 2007 June 30, 2007
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3.25%
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July 1, 2007 December 31, 2007
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3.10%
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By definition, the PFIO group annuity contract is an insurance contract. As a result, the
plan may transact according to the terms defined in the contract at any time. Deposits
received prior to 3:00 P.M. Central Time on a business day are accepted and credited to the
relevant Guaranteed Interest Fund. Interest is credited to the Guaranteed Interest Fund on a
daily basis from the date deposits are accepted until paid, transferred or applied in full.
Fees may be paid in one of the following three ways:
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By being netted from the effective annual interest rate;
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By being paid separately by the Plan sponsors; or
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By being deducted from the Guaranteed Interest Fund.
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Benefit Payments are deducted from the value of the Guaranteed Interest Funds, to the extent
that the Composite Value is sufficient to make such payments. Payments and transfers are
made in full within 3 business days after the date payment or transfer has been requested.
In the event that market condition are such that it is determined that they will not allow
for the orderly transfer or sale of financials instruments, up to an additional 30 days may
be required to make such payments or transfers.
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If the plan sponsor wishes to terminate the plans interest, the value of the plans interest
will be paid out twelve months after the record keeper receives notification. In lieu of the
twelve (12) month delay, the record keeper may request immediate payment of the amounts
requested subject to a 5% surrender fee. In addition, the plans contract shall be
terminated on the date when both no current deposit arrangements have been made between the
record keeper and Plan Sponsor and there are no Guaranteed Interest Funds with a value
greater than zero.
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8
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
4.
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Investments Held
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Investments held by the Plan are summarized below. Those investments that represent 5
percent or more of the Plans net assets at the end of the year are noted with an asterisk
(*).
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December 31, 2007
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December 31, 2006
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Shares/Unit
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Fair Value
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Shares/Unit
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Fair Value
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PIMCO Total Return ADM Fund
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722,740
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$
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7,726,091
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*
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602,696
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$
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6,255,981
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*
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Fidelity Adv Small CAP Fund
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148,970
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3,579,746
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76,515
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1,694,048
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Capital R and M AM FDS Growth Fund
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226,505
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7,592,441
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160,306
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5,201,935
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Principal Money Market SEP Account
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57
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2,788
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12
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560
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Principal Lifetime 2010 SEP Account
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145,328
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2,207,673
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125,221
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1,846,574
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Principal Lifetime 2020 SEP Account
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616,276
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9,902,387
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*
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591,069
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9,075,688
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*
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Principal Lifetime 2030 SEP Account
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161,294
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2,630,705
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71,371
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1,101,926
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Principal Lifetime 2040 SEP Account
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102,115
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1,663,449
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43,307
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663,295
|
|
Principal Lifetime 2050 SEP Account
|
|
|
323,738
|
|
|
|
5,246,927
|
|
|
|
356,465
|
|
|
|
5,423,557
|
|
Principal Lifetime STR INC SEP Account
|
|
|
37,571
|
|
|
|
532,268
|
|
|
|
40,237
|
|
|
|
563,568
|
|
Fidelity MDCP Growth II SEP Account
|
|
|
159,423
|
|
|
|
6,504,589
|
*
|
|
|
175,944
|
|
|
|
7,087,152
|
*
|
Principal Large Company Value SEP Account
|
|
|
320,038
|
|
|
|
9,112,349
|
*
|
|
|
259,411
|
|
|
|
7,418,811
|
*
|
Principal Small Company Value SEP Account
|
|
|
65,320
|
|
|
|
2,592,191
|
|
|
|
73,648
|
|
|
|
3,155,597
|
|
Neuberger Berman Midcap Value SEP Account
|
|
|
179,349
|
|
|
|
3,149,387
|
|
|
|
129,090
|
|
|
|
2,323,166
|
|
Principal Large Cap Stock Index SEP Account
|
|
|
143,071
|
|
|
|
8,420,805
|
*
|
|
|
124,332
|
|
|
|
6,948,369
|
*
|
Principal Diversified International SEP Account
|
|
|
166,934
|
|
|
|
11,240,377
|
|
|
|
92,133
|
|
|
|
5,352,612
|
|
Principal US Property SEP Account
|
|
|
5,836
|
|
|
|
3,761,533
|
|
|
|
3,261
|
|
|
|
1,803,782
|
|
Principal Fixed Income 401(A)/(K)
|
|
|
974,097
|
|
|
|
12,980,639
|
*
|
|
|
741,706
|
|
|
|
9,579,743
|
*
|
Popular Inc. Common Stock
|
|
|
2,139,352
|
|
|
|
22,677,135
|
*
|
|
|
2,379,690
|
|
|
|
42,715,428
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
121,523,480
|
|
|
|
|
|
|
|
118,211,792
|
|
Participant Loans
|
|
|
|
|
|
|
3,782,180
|
|
|
|
|
|
|
|
3,842,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
125,305,660
|
|
|
|
|
|
|
$
|
122,054,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During 2007, the Plans investments (including gains and losses on investments bought and
sold, as well as held during the year) depreciated in value by ($10,262,498) as follows:
|
|
|
|
|
|
Mutual funds and pooled separate accounts
|
|
$
|
4,367,063
|
|
Common stock
|
|
|
(14,629,561
|
)
|
|
|
|
|
|
|
$
|
(10,262,498
|
)
|
|
|
|
|
|
|
The net depreciation in fair value of investments includes the adjustment from fair value to
contract value for fully benefit-responsive investment contract of $683,192.
|
5.
|
|
Income Taxes
|
|
|
|
The Popular, Inc. U.S.A. 401(k) Savings & Investment Plan received a favorable determination
letter from the Internal Revenue Service, dated January 31, 2008, indicating that it
qualified under Section 401(a) of the Internal Revenue Code (IRC).
|
9
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
6.
|
|
Related Party Transactions
|
|
|
|
Certain Plan investments are shares of mutual funds and pooled separate accounts managed by
PLIC. Principal Trust Company, an affiliate of PLIC, is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest transactions. The Plan also
invested in common stock and cash of its sponsor, Popular, Inc. In addition, the Plan
Sponsor pays certain costs on behalf of the Plan. Fees paid by the Plan Sponsor for
administrative services amounted to $90,000 for the year ended December 31, 2007.
|
|
7.
|
|
Prohibited Transactions
|
|
|
|
During the year 2005, Popular, Inc. announced a special rights offering (the rights
offering) pursuant to which each holder of record of its common stock (Popular Stock) on
November 7, 2005 (the Record Date) received one (1) non-transferable right for each
twenty-six (26) shares of Popular Stock held (the Rights). In general, the Rights allowed
shareholders of Popular, Inc. to acquire additional shares of Popular Stock at a discount
from market value. The deadline for exercising the Rights was December 19, 2005.
|
|
|
|
Since the Plan was the holder of record of Popular Stock on the Record Date, the grant of a
Right to the Plan was a grant of an employer security under Section 407 (d) (1) of the
Employee Retirement Income Security Act of 1974, as amended (ERISA). In addition, since
the Rights were not qualifying employer securities under ERISA Section 407 (d) (5), the
grant of the Rights to the Plan would violate ERISA Section 406 (a) (1) (E) and Section 407
(a) (1) unless an exemption is issued.
|
|
|
|
The Plan was involved in the transaction because Popular, Inc. treated all holders of Popular
Stock in a similar manner with respect to the Rights. In addition, as a holder of Popular
Stock, the Plan was entitled to any rights available to the other holders of Popular Stock.
Popular, Inc. has filed a petition requesting that the United States Department of Labor (the
DOL) issue a prohibited transaction individual exemption (the Exemption Petition) under
the authority granted pursuant to Section 408 (e) of ERISA which would apply to the Plan.
|
|
|
|
The DOL still has the exemption request application under review and has not issued a final
written determination letter nor have formally advised in writing of their position with
regard to the exercise of the stock purchase right by the Plan.
|
|
8.
|
|
Rescission Offer
|
|
|
|
On October 22, 2007, Popular, Inc. filed a registration statement with the Securities and
Exchange Commission pursuant to which Popular, Inc. offered to repurchase from current and
former participants in the Popular, Inc. USA 401(k) Savings and Investment Plan any
unregistered shares of Popular common stock purchased by the trustee on behalf of plan
participants during the period from August 9, 2006 through August 8, 2007. In accordance
with participants acceptance of the rescission offer, the Plan remitted 224,745 shares to
Popular in exchange for payments by Popular of $4,235,035, which were allocated by the
trustee to the respective participant accounts. An additional 2,438 shares were delivered by
former Plan participants who had received an in-kind distribution of Popular common stock in
exchange for direct payments by Popular of $43,206.
|
10
Popular, Inc. U.S.A. 401(k) Savings & Investment Plan
Notes to Financial Statements
December 31, 2007 and 2006
9.
|
|
Subsequent Event
|
|
|
|
Between March, 2007 and January, 2008, various of the
Plans employers carried out a series of independent
terminations of certain employee groups. Although each instance does
not constitute a partial termination of the Plan, the Plan
Administrator is analyzing whether all of those terminations combined
constitute a partial termination of the Plan. Some of the forfeitures
of employer contributions resulting from these terminations were used
to reduce employer contributions to the Plan. If the Plan
Administrator determines that a partial plan termination has
occurred, such used forfeitures will be restored to the Plan by the
employers.
|
11
Popular,
Inc. U.S.A. 401(k) Savings & Investment Plan
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2007
Exhibit I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(e) Current
|
|
(a)
|
|
(b) Identity of Issue
|
|
(c ) Description of investment
|
|
(d) cost **
|
|
Value
|
|
|
|
PIMCO Total Return ADM Fund
|
|
mutual fund
|
|
|
|
$
|
7,726,091
|
|
|
|
Fidelity Adv Small CAP Fund
|
|
mutual fund
|
|
|
|
|
3,579,746
|
|
|
|
Capital R and M AM FDS Growth Fund
|
|
mutual fund
|
|
|
|
|
7,592,441
|
|
*
|
|
Principal Money Market SEP Account
|
|
pooled separate account
|
|
|
|
|
2,788
|
|
*
|
|
Principal Lifetime 2010 SEP Account
|
|
pooled separate account
|
|
|
|
|
2,207,673
|
|
*
|
|
Principal Lifetime 2020 SEP Account
|
|
pooled separate account
|
|
|
|
|
9,902,387
|
|
*
|
|
Principal Lifetime 2030 SEP Account
|
|
pooled separate account
|
|
|
|
|
2,630,705
|
|
*
|
|
Principal Lifetime 2040 SEP Account
|
|
pooled separate account
|
|
|
|
|
1,663,449
|
|
*
|
|
Principal Lifetime 2050 SEP Account
|
|
pooled separate account
|
|
|
|
|
5,246,927
|
|
*
|
|
Principal Lifetime STR INC SEP Account
|
|
pooled separate account
|
|
|
|
|
532,268
|
|
|
|
Fidelity MDCP Growth II SEP Account
|
|
pooled separate account
|
|
|
|
|
6,504,589
|
|
*
|
|
Principal Large Company Value SEP Account
|
|
pooled separate account
|
|
|
|
|
9,112,349
|
|
*
|
|
Principal Small Company Value SEP Account
|
|
pooled separate account
|
|
|
|
|
2,592,191
|
|
|
|
Neuberger Berman Midcap Value SEP Account
|
|
pooled separate account
|
|
|
|
|
3,149,387
|
|
*
|
|
Principal Large Cap Stock Index SEP Account
|
|
pooled separate account
|
|
|
|
|
8,420,805
|
|
*
|
|
Principal Diversified International SEP Account
|
|
pooled separate account
|
|
|
|
|
11,240,377
|
|
*
|
|
Principal US Property SEP Account
|
|
pooled separate account
|
|
|
|
|
3,761,533
|
|
*
|
|
Principal Fixed Income 401(A)/(K)
|
|
insurance contract
|
|
|
|
|
12,980,639
|
|
*
|
|
Popular Inc. Common Stock
|
|
common stock
|
|
|
|
|
22,677,135
|
|
*
|
|
Participant Loans (Interest rates
range between 4% and 11%)
|
|
|
|
|
|
|
3,782,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
125,305,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Party in interest to the Plan.
|
|
**
|
|
Cost information is not required for participant directed funds.
|
12
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, 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.
|
|
|
|
|
|
POPULAR, INC. U.S.A. 401(K) SAVINGS
& INVESTMENT PLAN
(Registrant)
|
|
Date: June 26, 2008
|
By:
|
/s/ Eduardo J. Negrón
|
|
|
|
Eduardo J. Negrón
|
|
|
|
Authorized Representative
|
|
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