- Annual Report of Employee Stock Plans (11-K)
June 28 2011 - 4:34PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2010
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 001-34084
POPULAR, INC. PUERTO RICO SAVINGS AND INVESTMENT PLAN
(Full title of the Plan and address of the Plan, if different from that of the issuer named below)
POPULAR, INC
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209 MUÑOZ 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. Puerto Rico
Savings and Investment Plan
Financial Statements and Supplemental Schedule
December 31, 2010 and 2009
Popular, Inc. Puerto Rico Savings and Investment Plan
Financial Statements and Supplemental Schedule
Index
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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 16
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Supplemental Schedules
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17
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
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EX-23.1
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Note: 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.
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Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Popular, Inc. Puerto Rico Savings and 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. Puerto Rico Savings and Investment Plan (the
Plan) at December 31, 2010 and 2009, and the changes in 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 End of Year) is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
a 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 28, 2011
CERTIFIED PUBLIC ACCOUNTANTS
(OF PUERTO RICO)
License No. 216 Expires Dec. 1, 2013
Stamp 2615715 of the P.R. Society of
Certified Public Accountants has been
affixed to the file copy of this report
1
Popular,
Inc. Puerto Rico Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2010 and 2009
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2010
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2009
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Assets
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Investments
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Allocated share of Master Trust net assets
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$
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58,280,301
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$
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57,464,490
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Investments, at fair value
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138,042,734
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146,667,688
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Total investments
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196,323,035
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204,132,178
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Receivables
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Participant contributions
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102,987
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-
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Notes receivable from participants
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949,994
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1,387,913
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Dividends and interest
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240
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107
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Total receivables
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1,053,221
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1,388,020
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Cash and cash equivalents
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2,990,791
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383,038
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Total assets
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$
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200,367,047
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$
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205,903,236
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Liabilities
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Accrued expenses
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67,300
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67,000
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Total liabilities
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67,300
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67,000
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Net assets available for benefits
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$
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200,299,747
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$
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205,836,236
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The accompanying notes are an integral part of these financial statements.
2
Popular,
Inc. Puerto Rico Savings and Investment Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2010
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Additions to assets attributed to
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Investment income (loss)
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Net apreciation in fair value of investments
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$
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27,453,622
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Allocated share of Master Trust investment activities
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6,041,222
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Interest and dividends
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1,711,985
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Total investment gain
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35,206,829
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Interest income on notes receivable from participants
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55,613
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Contributions
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Participants
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12,376,762
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Rollovers from other qualified plans
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477,970
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Total contributions
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12,854,732
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Total additions
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48,117,174
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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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53,586,363
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Administrative expenses
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67,300
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Total deductions
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53,653,663
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Net decrease
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(5,536,489
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Net assets available for benefits
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Beginning of year
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205,836,236
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End of year
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$
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200,299,747
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The accompanying notes are an integral part of these financial statements.
3
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 1.
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Description of Plan
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The following description of the Popular, Inc. Puerto Rico Savings and Investment Plan (the
Plan) provides only general information. Participants should refer to the Plan document
for a more complete description of its provisions.
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Plan Description
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The Plan is sponsored by Popular, Inc. (the Corporation). The Plan is a defined
contribution plan covering substantially all employees of the Corporation and its
affiliates (the Companies), who have one month of service, are at least eighteen years
old and are residents of the Commonwealth of Puerto Rico. The Plan was established 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 income tax laws of the
Commonwealth of Puerto Rico. The Plan provides the participants the ability to invest in
mutual funds and common stock of the Corporation. The Plan is subject to the provisions of
Employee Retirement Income Security Act of 1974 (ERISA).
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Plan Amendments
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There were no plan amendments during plan year 2010.
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Master Trust
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The Banco Popular de Puerto Rico Balance Fund Master Trust (the Master Trust) serves as a
funding vehicle for certain commingled assets of the Plan and the Banco Popular de Puerto
Rico Retirement Plan, Retirement Restoration Plan and EVERTEC Savings and Investment Plan. Accordingly, certain assets of the Plan are
maintained, for investment purposes only, on a commingled basis with the assets of the BPPR
Retirement Plan in a Master Trust. Neither plan has any interest in the specific assets of
the Master Trust, but maintains beneficial interests in such assets. The portion of assets,
net earnings, gains and/or losses and administrative expenses allocable to each plan is
based upon the relationship of the Plans beneficial interest in the Master Trust to the
total beneficial interest of all plans in the Master Trust.
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Contributions
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At December 31, 2010, Plan participants could authorize the Companies to make pre-tax
deductions ranging from 1% to 70% and after-tax payroll deductions ranging from 1% to 10%
of their monthly compensation, as defined. At no time may participants pre-tax
contributions exceed the 1165 (e) established legal limit ($9,000 for 2010 and 2009).
Employees are automatically enrolled in the Plan at the pre-tax contribution rate of 2% of
annual compensation and may change their contribution rate at any time.
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The Companies matched up to 100% of the first 3% of total cash compensation contributed on
a pre-tax basis, plus 50% of the next 2% contributed pre-tax. If pre-tax contributions
exceeded the legal limit, the excess pre-tax contributions were recharacterized as after-tax and
were eligible for company match up to the maximum possible match of 4% of compensation.
Matching contributions were invested pursuant to each participants investment directions
for elective deferrals. On March 20, 2009 all matching contributions were suspended.
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In addition, the Corporation may make discretionary contributions to its own employees out
of its net profits in such amounts as each subsidiarys Board of Directors may determine.
There were no profit sharing contributions for the year 2010.
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Participant Accounts
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Each participant account is credited with its contribution and allocation of: (a) its own
Company matching and profit sharing contribution and (b) plan earnings. Allocations are
based on
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4
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
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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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Vesting
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Participants are immediately vested in their voluntary contributions plus actual earnings
thereon. Vesting in the Companies matching and discretionary profit sharing contributions
plus actual earnings thereon is based on years of service. These contributions and actual
earnings thereon vest in accordance with the following schedule:
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Years of Service
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Vesting %
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Less than 1
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0
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At least 1
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20
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At least 2
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40
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At least 3
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60
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At least 4
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80
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5 or more
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100
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Payment of Benefits
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Plan participants are permitted to make withdrawals from the Plan from after-tax
contributions, 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/her pre-tax contributions. Upon termination of service due to
disability, retirement or other reasons, a participant may elect to receive either a lump
sum distribution in cash, recurring benefit payments, shares of Popular, Inc. common stock,
if applicable, or a combination of elections. In the case of participant termination
because of death, the entire vested amount is paid to the person or persons legally
entitled thereto.
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Notes Receivable from Participants
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The Plan does not allow participants to take loans from their accounts. However, during
2006 the Plan was amended to allow active participants to take a one-time loan from the
Plan collateralized by their account balances for the payment of the 5% tax on their
Savings Plan account balance and Banco Popular de Puerto Rico Retirement Plan accrued
benefits as provided by Act 87 of May 13, 2006. Subsequent to December 31, 2006, the plan does not
allow participants to take loans.
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As of December 31, 2010, notes receivable from participants amounted to $949,994, which is
the unpaid principal balance of the loans issued during 2006, plus any accrued but unpaid
interest.
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Plan Expenses and Administration
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The Plan is administered by the Popular, Inc. Benefits Committee which, in turn, may
delegate certain administrative functions to other committees and/or officers of the
Corporation. The named fiduciary of the Plan for purposes of investment-related matters
is the Popular, Inc. Corporate Investment Committee.
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Contributions are held and managed by Banco Popular de Puerto Rico as trustee and
recordkeeper of the Plan. Unless otherwise paid by the Companies, expenses of the Plan are
borne by the Plan.
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Forfeited Accounts
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Forfeited balances of terminated participants non-vested accounts can be used to pay
administrative expenses or, at the Companies discretion, redistributed among participants
after a five (5) year severance period. During the severance period, if the terminated
participant is
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5
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
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reemployed by the Companies, the dollar value at the date of reemployment of
such forfeited amounts shall be restored to the participants account if the reemployed
participant repays to the Plan an amount equal to the dollar amount of his/her vested
balance distributed upon termination.
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During 2010, the Companies used forfeitures of $67,300 to pay administrative expenses that
were properly accrued in 2009. For the year ended December 31,
2010, $67,300 was accrued related to administrative expenses that are
expected to be paid during 2011.
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Forfeited non-vested accounts amounted to $255,118 and $255,433 at December 31, 2010 and
2009, respectively.
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Non-Participant Directed Investments
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At December 31, 2010, there were no non-participant directed investments in the Plan.
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New Accounting Pronouncements
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In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2010-06, Fair Value Measurements and Disclosures (ASC Topic 820)
Improving Disclosures about Fair Value Measurements. The standard added new requirements
for disclosures about transfers into and out of Levels 1 and 2 and clarified existing fair
value disclosures about the level of disaggregation and about inputs and valuation
techniques used to measure fair value. The portion of this standard related to these items
was effective for the Plan in 2010 and its adoption did not have a significant impact on
the financial statements. In addition, the standard added requirements for separate
disclosures about the activity relating to Level 3 fair value measurements effective for
the Plan on January 1, 2011.
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In September 2010, the FASB issued ASU 2010-25, Reporting Loans to Participants by
Defined Contribution Pension Plans to clarify how loans to participants should be
classified and measure by defined contribution plans. ASU 2010-25 requires 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. The guidance is effective for fiscal years ending after December 15, 2010 on a
retroactive basis. The Plan adopted this guidance in its December 31, 2010 financial
statements and has reclassified participant loans of $1,387,913 for the year ended December
31, 2009 from investments to notes receivable from participants.
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In May 2011, the FASB issued ASU 2011-04 Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-04 is intended to
improve the comparability of fair value measurements presented and disclosed in financial
statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types:
(i) those that clarify the Boards intent about the application of existing fair value
measurement and disclosure requirements and (ii) those that change a particular principle
or requirement for measuring fair value or for disclosing information about fair value
measurements. The update is effective for annual periods beginning after December 15, 2011.
Plan management does not believe the adoption of this update will have a material impact on
the plans financial statements.
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6
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 2.
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Summary of Significant Accounting Policies
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The more significant accounting policies followed by the Plan in the preparation of the
financial statements are summarized below:
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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 most
significant accounting policies follows.
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Reclassifications
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For purposes of comparability, certain prior period amounts have been reclassified to
conform to the 2010 presentation.
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Use of Estimates
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The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results could differ
from those estimates.
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Investment Valuation and Income Recognition
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Plan investments are presented at fair value. Shares of registered investment companies
are presented at quoted market prices which represent the net asset value of shares held by
the Plan at the reporting date. Popular, Inc.s common stock is presented at its market
price. 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 the trade date basis.
Dividends are recorded on the ex-dividend date and interest is recorded under the accrual
basis and credited to each participants account, as defined.
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The Plans investment in the Master Trust is stated at fair value. Purchases and sales of
securities are recorded on the trade date basis.
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The net appreciation of the investment in the Master Trust is included as part of the
allocated share of Master Trust investment activities in the statement of changes in net
assets available for benefits. This includes the realized gains or (losses) and the
unrealized appreciation (depreciation) on the Master Trusts assets. Refer to Note 10.
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The Plan determines the fair values of its investments based on the fair value framework
established in the Financial Accounting Standard Board (FASB) Accounting Standards
Codification (ASC) 820 Fair Value Measurements and Disclosures, which requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. Fair value is defined under ASC 820 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 measurements date. The standard describes three levels of inputs
that may be used to measure fair value which are: (1) quoted market prices for identical
assets or liabilities in active markets, (2) observable market-based inputs or unobservable
inputs that are corroborated by market data, and (3) unobservable inputs that are not
corroborated by market data. The fair value hierarchy ranks the quality and reliability of
the information used to
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7
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
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determine fair values. Refer to Note 4 to these financial
statements for the ASC 820 disclosures required as of December 31, 2010 and 2009.
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Contributions
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Employee and employer matching contributions are recorded in the period in which the
Companies make the payroll deductions.
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Discretionary contributions are recorded in the period in which they are earned by the
participant as determined by the Corporations Board of Directors.
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Transfer of assets to other plans
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Terminated employees or retirees may elect to transfer their savings to other plans
qualified by the Puerto Rico Department of the Treasury.
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Payment of benefits
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Benefits are recorded when paid.
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The following table presents the Plans investments that represent five percent or more of
the Plans net assets at December 31:
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2010
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2009
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# of
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# of
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shares
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Value
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shares
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Value
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Master Trust
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327,509
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$
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58,280,301
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360,098
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$
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57,464,490
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Mutual funds
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Federated Government
Obligations Fund
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22,148,130
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$
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22,148,130
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30,767,889
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$
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30,767,889
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Principal Invs Fund Life
2020 Cl A
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*
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*
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1,137,386
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$
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11,885,685
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Common stock
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Popular, Inc.
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18,183,824
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$
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57,097,209
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20,144,999
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$
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45,527,699
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*
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Investment did not exceed 5% or more of the Plans assets at December 31, 2010.
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During 2010, the Plans investments (including gains and losses on investments bought and
sold, as well as held during the year, and excluding the Master Trust) appreciated in value
as follows:
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Popular, Inc. common stock
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$
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18,331,749
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Mutual funds
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9,121,873
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$
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27,453,622
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8
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 4.
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Fair Value Measurements
|
|
|
|
The Plan measures fair value as required by ASC 820, Fair Value Measurements and
Disclosures which provides a framework for measuring fair value under accounting
principles generally accepted in the United States. Under ASC 820, fair value is defined as
the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. A fair value
measurement assumes that the transaction to sell the asset or transfer the liability occurs
in the principal market for the asset or liability or, in the absence of a principal
market, the most advantageous market for the asset or liability.
|
|
|
|
ASC 820 establishes a fair value hierarchy that prioritizes the inputs and valuation
techniques used to measure fair value into three levels in order to increase consistency
and comparability in fair value measurements and disclosures. The classification of assets
and liabilities within the hierarchy is based on whether the inputs to the valuation
methodology used for the fair value measurement are observable or unobservable. Observable
inputs reflect the assumptions market participants would use in pricing the asset or
liability based on market data obtained from independent sources. Unobservable inputs
reflect the Plans estimates about assumptions that market participants would use in
pricing the asset or liability based on the best information available. The hierarchy is
broken down into three levels based on the reliability of inputs as follows:
|
|
|
|
Level 1
Unadjusted quoted prices in active markets for identical assets that the Plan
has the ability to access at the measurement date. Valuation on these instruments does not
required a significant degree of judgment since valuations are based on quoted prices that
are readily available in an active market.
|
|
|
|
Level 2
Quoted prices other than those included in Level 1 that are observable either
directly or indirectly. Level 2 inputs include quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or liabilities
in markets that are not active, or other inputs that are observable or that can be
corroborated by observable market data for substantially the full term of the financial
instrument.
|
|
|
|
Level 3
Inputs are unobservable and significant to the fair value measurement.
Unobservable inputs reflect the Plans own assumptions about assumptions that market
participants would use in pricing the asset or liability.
|
|
|
|
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.
|
|
|
|
Cash & Cash Equivalents:
The carrying amount of cash and cash equivalents are reasonable
estimates of the fair value due to its short term maturity.
|
|
|
|
Equity securities:
Equity securities with quoted market prices obtained from an active
exchange market are classified as Level 1.
|
|
|
|
Mutual Funds:
Investments in mutual funds are valued at the net asset value (NAV) of shares
held by the plan at year end. These securities are classified as Level 2.
|
|
|
|
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.
|
9
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
|
|
The following tables set forth by level, within the fair value hierarchy, the Plans net
assets at fair value as of December 31, 2010 and December 31, 2009. The following tables do
not include the plans interest in the Master Trust because that information is presented
in a separate table (See Note 10).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2010
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
Popular, Inc. Common Stock
|
|
$
|
57,097,209
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
57,097,209
|
|
Investments in Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds
|
|
|
|
|
|
|
22,148,130
|
|
|
|
|
|
|
|
22,148,130
|
|
Fixed Income Funds
|
|
|
|
|
|
|
26,148,364
|
|
|
|
|
|
|
|
26,148,364
|
|
Equity Funds
|
|
|
|
|
|
|
32,649,031
|
|
|
|
|
|
|
|
32,649,031
|
|
|
Total assets, excluding plan
interest in Master Trust, at fair
value
|
|
$
|
57,097,209
|
|
|
$
|
80,945,525
|
|
|
$
|
|
|
|
$
|
138,042,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets at Fair Value as of December 31, 2009
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
Popular, Inc. Common Stock
|
|
$
|
45,527,699
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
45,527,699
|
|
Investments in Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds
|
|
|
|
|
|
|
30,767,889
|
|
|
|
|
|
|
|
30,767,889
|
|
Fixed Income Funds
|
|
|
|
|
|
|
35,686,168
|
|
|
|
|
|
|
|
35,686,168
|
|
Equity Funds
|
|
|
|
|
|
|
34,685,932
|
|
|
|
|
|
|
|
34,685,932
|
|
|
Total assets, excluding plan
interest in Master Trust, at fair
value
|
|
$
|
45,527,699
|
|
|
$
|
101,139,989
|
|
|
$
|
|
|
|
$
|
146,667,688
|
|
|
|
|
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.
|
|
|
|
Although they have not expressed any intent to do so, each Employer of the Corporation has the right under the
Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, the interest of each participant in the Plan shall be fully vested 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.
|
|
|
The Plan obtained a favorable determination letter from the Department of Treasury of the
Commonwealth of Puerto Rico. The letter dated April 16, 2010, with effective date June 1,
2008, indicates that the Plan is designed in accordance with the applicable income tax law
and is, therefore, exempt from income taxes. The Plan has been amended since June 1, 2008.
The Plan Administrator, based on the Plans tax counsels advice, however, believes that
the Plan is designed and is currently being operated in compliance with the applicable
requirements of the income tax law. Therefore, no provision for income taxes has been
included in the Plans financial statements.
|
10
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
|
|
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 an uncertain 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 subject to income tax examinations for 4 years including 2010.
|
Note 7.
|
|
Risks and Uncertainties
|
|
|
|
The Plans investments are exposed to various risks, such as interest rate, market and
credit risks. 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 could 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.
Individual participants accounts bear the risk of loss resulting from fluctuations in
investment values.
|
Note 8.
|
|
Related-Party Transactions
|
|
|
|
At December 31, 2010 and 2009, the Plan held 18,183,824 and 20,144,999 common shares of
Popular, Inc., with a quoted market value of $57,097,209 and $45,527,699, respectively.
These transactions are permitted party-in-interest transactions under provisions of ERISA
and the regulations promulgated thereunder.
|
|
|
|
As of December 31, 2010 and 2009, the Plan held 327,509 and 360,098 shares of Master Trust Fund, with a market
value of $58,280,301 and $57,464,490, respectively. These transactions are permitted party-in-interest transactions under
provisions of ERISA and the regulations promulgated thereunder.
|
|
|
|
The Plan holds a time deposit open account with Banco Popular de Puerto Rico ($2,990,791 in
2010 and $383,038 in 2009).
|
|
|
|
Included in the Plan assets are notes receivable from participants. At December 31, 2010
and 2009 notes receivable from participants amounted to $949,994 and $1,387,913,
respectively. For the year ended December 31, 2010 interest income related to notes
receivable from participants amounted to $55,613. These transactions qualify as
party-in-interest transactions permitted under provisions of ERISA.
|
|
|
|
Banco Popular de Puerto Rico, one of the Companies covered by the Plan, is acting as
Trustee and Recordkeeper for the Plan. Fees paid by the Plan Sponsor for the investment
management services amounted to approximately $538,275 for the year ended December 31,
2010.
|
Note 9.
|
|
Reconciliation of Financial Statements to Form 5500
|
|
|
|
The following is a reconciliation of net assets available for benefits per the financial
statements at December 31, 2010 and 2009 to Form 5500:
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Net assets available for benefits per the financial statements
|
|
$
|
200,299,747
|
|
|
$
|
205,836,236
|
|
Less: Amounts allocated to withdrawing participants
|
|
|
(2,890,774
|
)
|
|
|
(52,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
197,408,973
|
|
|
$
|
205,783,251
|
|
|
|
|
|
|
|
|
11
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
|
|
The following is a reconciliation of benefits paid to participants per the financial
statements for the period ended December 31, 2010 to Form 5500:
|
|
|
|
|
|
Benefits paid to participants per the financial statements
|
|
$
|
53,586,363
|
|
Add: Amounts allocated to withdrawing participants at December 31, 2010
|
|
|
2,890,774
|
|
Less: Amounts allocated to withdrawing participants at December 31, 2009
|
|
|
(52,985
|
)
|
|
|
|
|
|
|
|
|
|
Benefits paid to participants per Form 5500
|
|
$
|
56,424,152
|
|
|
|
|
|
|
|
For purposes of Form 5500, interest-bearing cash equivalents are classified as plan
investments. The amount of interest-bearing cash equivalent classified as investment on
the Form 5500 was $2,990,791 and $383,038 as of December 31, 2010 and 2009, respectively.
|
Note 10.
Investment in Master Trust
|
|
|
|
A portion of the Plans investments are in the Master Trust which was established for the
investment of assets of the Plan, as discussed on Note 1. Each participating retirement
plan has an undivided interest in the Master Trust.
|
|
|
|
Investments in the Master Trust are managed by the Trust Division of the Bank and by
several investment managers. Investment securities are held in safekeeping by another
commercial bank and by the Trust Department of the Bank. The assets of the Master Trust are
held by Banco Popular de Puerto Rico (the Trustee).
|
|
|
|
At December 31, 2010 and 2009, the Plans interest in the net assets of the Master Trust
was approximately 11.34% and 12.17%, respectively. Investment income and administrative
expenses relating to the Master Trust are allocated to the individual plans based upon
average monthly balances invested by each plan.
|
|
|
|
Investments held in the Master Trust as of December 31, 2010 and 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Obligations of the U.S. Government and its agencies
|
|
$
|
50,416,655
|
|
|
$
|
25,733,491
|
|
Commodity fund
|
|
|
17,409,418
|
|
|
|
16,273,937
|
|
Corporate Bonds and debentures
|
|
|
47,262,715
|
|
|
|
47,791,722
|
|
Equity securities
|
|
|
228,054,147
|
|
|
|
207,747,356
|
|
Foreign equity fund
|
|
|
65,491,164
|
|
|
|
59,275,324
|
|
Index Funds Equity
|
|
|
2,267,496
|
|
|
|
2,971,060
|
|
Index Funds Fixed income
|
|
|
2,283,529
|
|
|
|
7,864,126
|
|
Mortgage backed securities
|
|
|
72,959,270
|
|
|
|
85,920,759
|
|
Cash and cash equivalents
|
|
|
25,925,777
|
|
|
|
16,443,361
|
|
Private equity investment
|
|
|
835,706
|
|
|
|
893,889
|
|
Accrued investment income
|
|
|
1,654,833
|
|
|
|
1,718,546
|
|
|
|
|
|
|
|
|
|
|
|
514,560,710
|
|
|
|
472,633,571
|
|
Less: Accrued Expenses
|
|
|
(410,001
|
)
|
|
|
(404,853
|
)
|
|
|
|
|
|
|
|
Net assets in Master Trust
|
|
$
|
514,150,709
|
|
|
$
|
472,228,718
|
|
|
|
|
|
|
|
|
12
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Investment income in the Master Trust for the years ended December 31, 2010 and 2009
are as follows:
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Net appreciation (depreciation) in fair value of investments:
|
|
|
|
|
|
|
|
|
Obligations of the U.S. Government and its agencies
|
|
$
|
869,355
|
|
|
$
|
(369,502
|
)
|
Commodity fund
|
|
|
1,918,903
|
|
|
|
3,657,081
|
|
Corporate Bonds and debentures
|
|
|
1,915,984
|
|
|
|
5,481,001
|
|
Equity securities
|
|
|
29,105,841
|
|
|
|
45,279,113
|
|
Foreign equity fund
|
|
|
6,215,839
|
|
|
|
16,834,722
|
|
Index Funds Equity
|
|
|
386,932
|
|
|
|
694,352
|
|
Index Funds Fixed income
|
|
|
145,099
|
|
|
|
795,085
|
|
Mortgage backed securities
|
|
|
859,766
|
|
|
|
(996,980
|
)
|
Private equity investment
|
|
|
(58,183
|
)
|
|
|
(55,400
|
)
|
Interest and dividend income
|
|
|
13,271,246
|
|
|
|
13,073,159
|
|
|
|
|
|
|
|
|
Net appreciation in fair value of investments
|
|
|
54,630,782
|
|
|
|
84,392,631
|
|
Less: Investment expenses
|
|
|
(1,203,323
|
)
|
|
|
(1,001,798
|
)
|
Administrative expenses
|
|
|
(131,874
|
)
|
|
|
(180,433
|
)
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
53,295,585
|
|
|
$
|
83,210,400
|
|
|
|
|
|
|
|
|
Following is a description of the Master Trusts valuation methodologies used for
investments measured at fair value:
Equity securities:
Equity securities with quoted market prices obtained from an active
exchange market and high liquidity are classified as Level 1.
Index Funds Equity:
Investments in index funds equity with quoted market prices
obtained from an active exchange market and high liquidity are classified as Level 1.
Index Funds Fixed Income, Foreign Equity Funds and Commodity Funds:
These investments
are valued at the net asset value (NAV) of shares held by the Plan at year end. These
securities are classified as Level 2.
Obligations of U.S. Government and its agencies
: The fair value of U.S. Government and its
agencies obligations is based on an active exchange market and is based on quoted market
prices for similar securities. These securities are classified as Level 2. U.S. agency
structured notes are priced based on a bonds theoretical value from similar bonds defined
by credit quality and market sector and for which the fair value incorporates an option
adjusted spread in deriving their fair value. These securities are classified as Level 2.
Mortgage backed securities:
Certain agency mortgage and other asset backed securities
(MBS) are priced based on a bonds theoretical value from similar bonds defined by credit
quality and market sector. Their fair value incorporates an option adjusted spread. The
agency MBS is classified as Level 2.
Corporate bonds and debentures:
Corporate bonds and debentures are valued at fair value at
the closing price reported in the active market in which the bond is traded. These
securities are classified as Level 2.
13
Popular,
Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Private equity investment:
Private equity investment includes an investment in a private
equity fund. The fund value is recorded at its net asset value (NAV), which is affected by
the changes in the fair market value of the investments held in the fund. This fund is
classified as Level 3.
The closing prices reported in the active markets in which the securities are traded are
used to value the investments in the Master Trust. The following table sets forth by level,
within the fair value hierarchy, the Master Trusts investments at fair value as of
December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
12/31/2010
|
|
|
|
|
Obligations of the U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government and its agencies
|
|
$
|
|
|
|
$
|
50,416,655
|
|
|
$
|
|
|
|
$
|
50,416,655
|
|
Commodity Fund
|
|
|
|
|
|
|
17,409,418
|
|
|
|
|
|
|
|
17,409,418
|
|
Corporate bonds and debentures
|
|
|
|
|
|
|
47,262,715
|
|
|
|
|
|
|
|
47,262,715
|
|
Equity securities
|
|
|
228,054,147
|
|
|
|
|
|
|
|
|
|
|
|
228,054,147
|
|
Foreign Equity Fund
|
|
|
|
|
|
|
65,491,164
|
|
|
|
|
|
|
|
65,491,164
|
|
Index Fund Equity
|
|
|
2,267,496
|
|
|
|
|
|
|
|
|
|
|
|
2,267,496
|
|
Index Fund Fixed Income
|
|
|
|
|
|
|
2,283,529
|
|
|
|
|
|
|
|
2,283,529
|
|
Mortgage backed securities
|
|
|
|
|
|
|
72,959,270
|
|
|
|
|
|
|
|
72,959,270
|
|
Private equity investment
|
|
|
|
|
|
|
|
|
|
|
835,706
|
|
|
|
835,706
|
|
|
|
|
Total
|
|
$
|
230,321,643
|
|
|
$
|
255,822,751
|
|
|
$
|
835,706
|
|
|
$
|
486,980,100
|
|
|
|
|
14
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
12/31/2009
|
|
|
|
|
Obligations of the U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government and its agencies
|
|
$
|
|
|
|
$
|
25,733,491
|
|
|
$
|
|
|
|
$
|
25,733,491
|
|
Commodity Fund
|
|
|
|
|
|
|
16,273,937
|
|
|
|
|
|
|
|
16,273,937
|
|
Corporate bonds and debentures
|
|
|
|
|
|
|
47,791,722
|
|
|
|
|
|
|
|
47,791,722
|
|
Equity securities
|
|
|
207,747,356
|
|
|
|
|
|
|
|
|
|
|
|
207,747,356
|
|
Foreign Equity Fund
|
|
|
|
|
|
|
59,275,324
|
|
|
|
|
|
|
|
59,275,324
|
|
Index Fund Equity
|
|
|
2,971,060
|
|
|
|
|
|
|
|
|
|
|
|
2,971,060
|
|
Index Fund Fixed Income
|
|
|
|
|
|
|
7,864,126
|
|
|
|
|
|
|
|
7,864,126
|
|
Mortgage backed securities
|
|
|
|
|
|
|
85,920,759
|
|
|
|
|
|
|
|
85,920,759
|
|
Private equity investment
|
|
|
|
|
|
|
|
|
|
|
893,889
|
|
|
|
893,889
|
|
|
|
|
Total
|
|
$
|
210,718,416
|
|
|
$
|
242,859,359
|
|
|
$
|
893,889
|
|
|
$
|
454,471,664
|
|
|
|
|
The following table presents the changes in Level 3 investments measured at fair value
for the year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Unrealized Gain
(Loss) relating to
|
|
|
|
|
|
|
Balance as of
January 1, 2010
|
|
|
instruments still held at
the reporting date (1)
|
|
|
Balance as of
December 31, 2010
|
|
|
|
|
Private Equity Investment
|
|
$
|
893,889
|
|
|
$
|
(58,183
|
)
|
|
$
|
835,706
|
|
|
|
|
|
|
|
(1)
|
|
Included in Net depreciation in fair value of investments in the Statement of Changes in Net Assets Available for Plan Benefits.
|
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.
Note 11. Transfers
On October 1st, 2010, Popular, Inc. entered into an agreement with Apollo Management L. P.
to sell 51% ownership interest in EVERTEC, Inc. Related to the transaction the majority of
participants accounts in the Plan were transferred to the EVERTEC Savings and Investment
Plan. The total amount transferred was $40,529,606 and occurred in December 17, 2010. This
transfer did not applied to those employees, that as of October 1st, 2010, were eligible to
retire from Popular. These employees elected one of the different payment options available
under the Plan.
15
Popular, Inc. Puerto Rico Savings and Investment Plan
Notes to Financial Statements
December 31, 2010 and 2009
Note 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.
16
Popular, Inc. Puerto Rico Savings and Investment Plan
|
|
|
Schedule H, Line 4i Schedule of Assets
|
|
Supplemental Schedule
|
December 31, 2010
|
|
Exhibit I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
|
(b) Identity of Issue, Borrower, Lessor,
|
|
(c) Description of Investment
|
|
|
(d) Cost
|
|
|
(e) Current
|
|
|
|
|
|
or Similar Party
|
|
|
|
|
|
|
|
|
|
Value
|
|
|
*
|
|
|
Popular Balanced Managed Fund
|
|
Master Trust Fund 327,509 shares
|
|
|
**
|
|
|
$
|
58,280,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federated Government Obligations Fund
|
|
Mutual Fund 22,148,130 shares
|
|
|
**
|
|
|
|
22,148,130
|
|
|
|
|
|
American Amcap Fund
|
|
Mutual Fund 80,085 shares
|
|
|
**
|
|
|
|
1,516,023
|
|
|
|
|
|
Eaton Vance Large Cap Value Fund
|
|
Mutual Fund 214,474 shares
|
|
|
**
|
|
|
|
3,907,726
|
|
|
|
|
|
MFS Research International A Equity Fund
|
|
Mutual Fund 253,010 shares
|
|
|
**
|
|
|
|
3,850,821
|
|
|
|
|
|
Principal
Invs Fund Life 2030 CI A
|
|
Mutual Fund 264,162 shares
|
|
|
**
|
|
|
|
3,069,565
|
|
|
|
|
|
Principal
Invs Fund Life 2040 CI A
|
|
Mutual Fund 189,133 shares
|
|
|
**
|
|
|
|
2,201,510
|
|
|
|
|
|
Principal Investors Lifetime 2050 Fund
|
|
Mutual Fund 166,247 shares
|
|
|
**
|
|
|
|
1,888,568
|
|
|
|
|
|
Royce Premier Fund
|
|
Mutual Fund 312,921 shares
|
|
|
**
|
|
|
|
6,367,943
|
|
|
|
|
|
Vanguard 500 Index Fund
|
|
Mutual Fund 48,397 shares
|
|
|
**
|
|
|
|
5,605,425
|
|
|
|
|
|
Vanguard Mid-Cap Index Fund
|
|
Mutual Fund 208,835 shares
|
|
|
**
|
|
|
|
4,241,450
|
|
|
|
|
|
Pimco Total Return Fund
|
|
Mutual Fund 441,467 shares
|
|
|
**
|
|
|
|
4,789,918
|
|
|
|
|
|
Principal
Invs Fund Life 2010 CI A
|
|
Mutual Fund 669,420 shares
|
|
|
**
|
|
|
|
7,524,289
|
|
|
|
|
|
Principal Lifetime Str In-A-Fund
|
|
Mutual Fund 569,767 shares
|
|
|
**
|
|
|
|
6,073,719
|
|
|
|
|
|
Principal
Invs Fund Life 2020 CI A
|
|
Mutual Fund 661,588 shares
|
|
|
**
|
|
|
|
7,760,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Mutual Funds
|
|
|
|
|
|
|
**
|
|
|
|
80,945,525
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
|
|
|
|
|
|
*
|
|
|
BPPR Time Deposit Open Account
|
|
Time Deposit Variable
|
|
|
**
|
|
|
|
2,990,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Popular, Inc.
|
|
Common Stock 18,183,824 shares
|
|
|
**
|
|
|
|
57,097,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
Participant loans
|
|
Participant loans with maturities ranging from 06/30/2008 to 12/31/2016 and interest rate of 5%
|
|
|
**
|
|
|
|
949,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
200,263,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Party in-interest
|
|
**
|
|
Cost is not required for participant directed investments
|
17
SIGNATURE
Pursuant
to the requirements 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. PUERTO RICO
SAVINGS &
INVESTMENT PLAN
|
|
|
(Registrant)
|
|
|
Date: June 28, 2011
|
By:
|
/s/ Eduardo J.Negrón
|
|
|
|
Eduardo J. Negrón
|
|
|
|
Authorized Representative
|
|
|
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