| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Page(s) | ||||
Report of Independent Registered Public Accounting Firm |
1 | |||
Financial Statements |
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Statements of Assets Available for Benefits as of
December 31, 2006 and 2005 |
2 | |||
Statement of Changes in Assets Available for Benefits for the
year ended December 31, 2006 |
3 | |||
Notes to Financial Statements |
4 – 12 | |||
Supplemental Schedule |
||||
Exhibit I — Schedule H, Line 4i – Schedule of Assets
(Held at End of Year) – December 31, 2006 |
13 | |||
| Note: | Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. |
1
| 2006 | 2005 | |||||||
Assets |
||||||||
Investments |
||||||||
Investments, at fair value |
$ | 293,342,728 | $ | 104,944,479 | ||||
Allocated share of Master Trust net assets |
73,303,728 | — | ||||||
Participant loans |
2,914,421 | — | ||||||
Total Investments |
369,560,877 | 104,944,479 | ||||||
Receivables |
||||||||
Employer contributions |
402,351 | 209,841 | ||||||
Participant contributions |
600,679 | 166,233 | ||||||
Profit sharing contributions |
5,495,571 | 4,090,517 | ||||||
Accrued interest and dividends |
2,028,784 | 434,252 | ||||||
Total receivables |
8,527,385 | 4,900,843 | ||||||
Assets available for benefits |
$ | 378,088,262 | $ | 109,845,322 | ||||
2
Additions to assets attributed to |
||||
Investment income |
||||
Net depreciation in fair value of investments |
$ | (14,643,661 | ) | |
Allocated share of Master Trust investment activities |
8,699,277 | |||
Interest and dividends |
8,333,411 | |||
Total investment income |
$ | 2,389,027 | ||
Contributions |
||||
Employer |
11,155,026 | |||
Participants |
10,588,166 | |||
Rollovers from other qualified plans |
136,807 | |||
Total contributions |
21,879,999 | |||
Total additions |
$ | 24,269,026 | ||
Deductions from assets attributed to |
||||
Benefits and withdrawals paid to participants, including rollover distributions |
30,323,515 | |||
Net decrease prior to transfer from affiliated plans |
(6,054,489 | ) | ||
Transfer of assets from affiliated plans |
274,297,429 | |||
Net increase |
268,242,940 | |||
Assets available for benefits |
||||
Beginning of year |
109,845,322 | |||
End of year |
$ | 378,088,262 | ||
3
| 1. | Description of Plan | |
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 agreement
for a more complete description of its provisions. |
||
| Plan Description | ||
The Plan is sponsored by Popular, Inc. (the “Corporation”). The Plan is a defined
contribution plan covering substantially all employees of Popular, Inc. 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 created for the purpose of
providing retirement benefits to employees and to encourage and assist them in adopting a
regular savings plan that qualifies under the applicable laws of the Commonwealth of Puerto
Rico. The Plan provides the participants the ability to acquire investments in mutual funds
and also gives them opportunity to purchase common stock of Popular, Inc. (holding company of
the Companies). The Plan is subject to the provisions of Employee Retirement Income Security
Act of 1974 (“ERISA”). |
||
In 2006, the Corporation implemented certain changes to its retirement program for its Puerto
Rico employees. One of the changes was to combine all Puerto Rico employees under a single
defined contribution plan, the Popular, Inc. Puerto Rico Savings and Investment Plan. The
main changes during 2006 to accomplish this were as follows: |
| 1. | January 1, 2006: Banco Popular de Puerto Rico froze the accrual of
benefits in the Banco Popular de Puerto Rico Profit Sharing Plan. |
||
| 2. | April 1, 2006: The Banco Popular de Puerto Rico Profit Sharing Plan was
merged into the Banco Popular de Puerto Rico Savings and Investment Plan (BPPR
Savings Plan). |
||
| 3. | July 1, 2006: The BPPR Savings Plan was frozen and subsequently merged
into the Plan. All assets of the BPPR Savings Plan as of July 1, 2006 were
transferred to the Plan at fair value. All active participants in the BPPR
Savings Plan became participants in the Plan on this date. |
| Plan Amendments | ||
| Participant Loans | ||
On July 26th 2006, the Board of Director of the Corporation approved to amend the Plan in
order to allow active employees of the Corporation or its affiliates, who were participants
of the Plan, to obtain a one-time loan from the Plan secured by their account balances. This
one-time loan was allowed to provide for participants’ payment of the special 5% prepaid tax
on their Plan’s account balance as well as their Banco Popular de Puerto Rico (“BPPR”)
Retirement Plan accrued benefits, as permitted by Act 87 of May 13, 2006. |
||
| Participant Withdrawals | ||
On October 18th 2006, the Board of Directors of the Corporation approved to amend the Plan in
order to allow active employees of the Corporation or its affiliates, who were participants
of the Plan, to perform an in-service withdrawal from the Plan for the payment of the special
5% prepaid tax on their Plan account balance as provided by the Act 87 of May 13, 2006. |
4
On December 13th 2006, the Board of Directors of the Corporation approved to amend the
Plan in order to allow active employees of the Corporation or its affiliates, who were
participants of the Plan, to perform an in-service withdrawal of employer profit sharing and
matching contributions held in the Plan for at least 2 years in order to prepay the special
5% tax imposed by Act 87 of May 13, 2006, Act 117 of July 4, 2006, and Act 250 of November
29, 2006 on: |
| § | the vested accrued benefits under the BPPR Retirement Plan |
||
| § | the accumulated gain of stock options issued by Popular, Inc., and |
||
| § | the accrued benefits under any nonqualified deferred compensation
plan sponsored by the Corporation or any subsidiary thereof. |
| Master Trust | ||
Effective February 28, 2006 Banco Popular de Puerto Rico (the “Bank”) merged the Banco
Popular de Puerto Rico Defined Benefit Master Trust with the Banco Popular de Puerto
Rico Defined Contribution Master Trust and entered into the Banco Popular de Puerto Rico
Balance Fund Master Trust (the “Master Trust”) to serve as a funding vehicle for certain
commingled assets of the Popular, Inc. Puerto Rico Savings and Investment Plan and the
Banco Popular de Puerto Rico Retirement Plan (BPPR Retirement 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 maintain 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
Plan’s beneficial interest in the Master Trust to the total beneficial interest of all
plans in the Master Trust. |
||
| Contributions | ||
Plan participants may authorize the Companies to make pre-tax and after-tax payroll
deductions ranging from 1% to 10% of their monthly compensation, as defined. At no time may
participant’s pre-tax contributions exceed the lesser of 10% of the participant’s annual
compensation, as defined, or the legal limit ($8,000 for 2006 and 2005). Employees hired
after January 1, 2006 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. |
||
The Companies provide matching contributions in accordance with participant’s pre-tax
contributions, as follows: |
||
| Banco Popular de Puerto Rico and Popular, Inc. | ||
The Companies will match 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
exceed the
legal limit, the excess pre-tax contributions are recharacterized as “after-tax” and are
eligible for company match up to the maximum possible match of 4% of compensation. |
||
| Popular Securities, Inc. | ||
The Company will match up to 50% of the first 10% of total cash compensation contributed on a
pre-tax basis up to the legal limit. |
5
| Popular Mortgage, Inc.; Popular Insurance, Inc.; Popular Auto, Inc.; Popular Finance, Inc.; EVERTEC, Inc. | ||
The Companies will match up to 50% of the first 8% of total cash compensation contributed on
a pre-tax basis up to the legal limit. |
||
The Company match is made regardless of where the participant invests his voluntary
contributions and is made in the form of Popular, Inc. stock. The participant may transfer
the Company match to other investment funds without restriction. |
||
In addition, each Company may make other discretionary contributions to its own employees out
of its net profits in such amounts as each subsidiary’s Board of Directors may determine. |
||
| Additional Contributions | ||
The Plan failed the discrimination test for the year ended December 31, 2006. Additional
contributions amounting to $92,685 are recorded as employer receivable and as employer
contributions in the accompanying financial statement for the year 2006. The Plan deposited
2006 additional contributions during 2007. |
||
| Participant Accounts | ||
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 participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the participant’s vested
account. |
||
| Vesting | ||
Participants are immediately vested in their voluntary contributions plus actual earnings
thereon. Vesting in the Companies’ matching and discretionary contributions plus actual
earnings thereon is based on years of service. The Companies’ contributions and actual
earnings thereon vest in accordance with the following schedule: |
| Years of Service | Vesting % | |
Less than 1 |
0 | |
At least 1 |
20 | |
At least 2 |
40 | |
At least 3 |
60 | |
At least 4 |
80 | |
5 or More |
100 |
| Payment of Benefits | ||
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 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, shares of Popular,
Inc. common stock, if applicable, or a combination of both. In the case of participant
termination because of death, the entire vested amount is paid to the person or persons
legally entitled thereto. |
6
| Plan Expenses and Administration | ||
The Plan is administered by the Popular, Inc. Puerto Rico Benefits Committee which, in turn,
may delegate certain administrative functions to other committees and/or officers of the
Corporation. The named fiduciary for purposes of investment-related matters is the Popular,
Inc. Corporate Investment Committee. |
||
Contributions are held and managed by the Bank as trustee and recordkeeper of the Plan.
Expenses of the Plan are borne by the Companies. |
||
| Forfeited Accounts | ||
Forfeited balances of terminated participants’ nonvested accounts are used to reduce future
Companies contributions or, at the Companies’ discretion redistributed among participants
after a five (5) year severance period. During the severance period, if the terminated
participant is reemployed by the Companies, the dollar value at the date of reemployment of
such forfeited amounts shall be restored to the participant’s account if the reemployed
participant repays to the Plan an amount equal to the dollar amount of his/her vested balance
distributed upon termination. |
||
The Company used forfeitures amounting to $67,034 and $56,853 to reduce its profit sharing
contribution in 2006 and 2005, respectively. |
||
| Nonparticipant Directed Investments | ||
Shares of common stock of Popular, Inc transferred by employees of BPPR from BPPR Savings
Plan and Investment Plan may be invested in any of the investment funds available under the
Plan at the earlier of (1) one hundred percent (100%) at age 50 and 10 years of service or
(ii) twenty-five percent (25%) per year, commencing on April 1, 2006. |
||
| 2. | Summary of Significant Accounting Policies | |
The more significant accounting policies followed by the Plan in the preparation of the
financial statements are summarized below: |
||
| Basis of Presentation | ||
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. |
7
| Use of Estimates | ||
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 revenues and expenses during the reporting period. Actual results could differ
from those estimates. |
||
| Investment Valuation and Income Recognition | ||
Plan investments are presented at fair value. Shares of registered investment companies are
presented at quoted market prices which represent the net asset value at the reporting date.
Popular, Inc.’s common stock is valued at quoted market price. The plan presents in the
statement of changes in 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 them. Participant loans are valued at their
outstanding balances, which approximates fair value. 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 participant’s account, as
defined. |
||
The Plan’s investment in the Master Trust is stated at fair value. Fair value is based on
the net value of the Master Trust assets which are valued based on current quoted market
prices or, when quoted market prices are not available, estimated fair values obtained from
brokerage firms. Interest-bearing deposit accounts and certificates of deposit are valued at
carrying value; which is considered a reasonable estimate of fair value. Purchases and sales
of securities are recorded on the trade date basis. |
||
The Plan presents in the statement of changes in assets available for benefits the net
appreciation (depreciation) of its investment in the Master Trust which includes the realized
gains or (losses) and the unrealized appreciation (depreciation) on the Master Trust’s
assets. |
||
| Contributions | ||
Employee and employer contributions are recorded in the plan year in which the Companies make
the payroll deductions. |
||
| Transfer of Assets to Other Plans | ||
Terminated employees and retirees may elect to transfer their savings to other plans
qualified by the Puerto Rico Department of the Treasury. |
||
| Payment of Benefits | ||
Benefits are recorded when paid. |
||
| New Accounting Pronouncement | ||
SFAS No. 157 “Fair Value
Measurements” issued in September 2006, defines fair value,
establishes a framework of measuring fair value and requires enhanced
disclosures about fair value measurements. SFAS No. 157 requires
companies to disclose the fair value of its financial instruments
according to a fair value hierarchy. The fair value hierarchy ranks
the quality and reliability of the information used to determine fair
values. Financial assets carried at fair value will be classified
and disclosed in one of the three categories in accordance with the
hierarchy. The three levels of the fair value hierarchy 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. SFAS No. 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 No. 157 in 2008. The Plan is evaluating the impact that this
accounting pronouncement may have in its financial statements and
disclosures. |
8
| 3. | Plan Investments | |
The following table presents the Plan’s investments that represent five percent or more of
the Plan’s assets at December 31: |
| 2006 | 2005 | |||||||||||||||
| # of shares | Value | # of shares | Value | |||||||||||||
Mutual Funds |
||||||||||||||||
Master Trust |
444,273 | $ | 73,303,728 | * | * | |||||||||||
Pimco Total Return Fund |
** | ** | 544,273 | $ | 5,714,869 | |||||||||||
Federated Government
Obligations Fund |
23,235,654 | $ | 23,235,654 | 21,171,687 | $ | 21,171,687 | ||||||||||
Common Stock |
||||||||||||||||
Popular, Inc.*** |
12,449,494 | $ | 223,468,422 | 2,728,971 | $ | 57,717,746 | ||||||||||
| * | Investment option not available in the Plan at December 31, 2005 | |
| ** | Investment does not exceed 5% or more of the Plan’s assets at December 31,2006 | |
| *** | Non-participant directed portion of $72,770,796 |
| During 2006, the Plan’s investments (including gains and losses on investments bought and sold) depreciated in value as follows: |
Common stock |
$ | (19,195,132 | ) | |
Mutual funds |
4,551,471 | |||
| $ | (14,643,661 | ) | ||
| 4. | Non-Participant Directed Investments | |
Information about the significant components of the changes in assets relating to
non-participant directed investments for the year ended December 31, 2006 is as follows: |
Net Assets: |
||||
Popular,
Inc. — Common Stock |
$ | 72,770,796 | ||
| |
||||
Changes in Net Assets: |
||||
Transfer
from Banco Popular de Puerto Rico |
||||
Savings and
Investment Plan |
$ | 76,930,036 | ||
Contributions |
4,696,108 | |||
Net depreciation |
(4,962,023 | ) | ||
Benefits paid to participants |
(3,579,771 | ) | ||
Transfer to
Participant-directed investments |
(313,554 | ) | ||
| $ | 72,770,796 | |||
| 5. | Plan Termination | |
Although they have not expressed any intent to do so, the Companies have the right under the
Plan to discontinue their contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event the Plan terminates, 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. |
9
| 6. | Profit Sharing Contribution Receivable | |
The Board of Directors of the Companies approved profit sharing contributions amounting to
$5,562,605 and $4,121,018 in the aggregate based on their 2006 and 2005 subsidiaries profits,
respectively. The Companies used forfeitures amounting to approximately $67,034 and $30,501
to reduce its profit sharing contributions in 2006 and 2005, respectively. Amounts
receivable at December 31, 2006 and 2005 were subsequently collected in 2007 and 2006,
respectively. |
||
| 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) nontransferable 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 13, 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)(l) 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. |
||
Management, based on the advice of their legal counsel, believes that the DOL will issue the
prohibited transactions exceptions covering the Plan, as described in the Exemption Petition. |
||
| 8. | Tax Status | |
The Plan obtained a favorable determination letter from the Department of Treasury of the
Commonwealth of Puerto Rico. The letter dated January 29, 2002 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 receiving the determination letter. The Plan
Administrator, based on the Plan’s tax counsel’s advice, however, believe 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 Plan’s
financial statements. |
||
| 9. | Risks and Uncertainties | |
The Plan’s 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 would materially affect the amounts
reported in the statement of assets available for benefits and the statement of changes in
assets available for benefits. Individual participant accounts bear the risk of loss
resulting from fluctuations in fund values. |
10
| 10. | Related Parties | |
At December 31, 2006, the Plan held common shares of Popular, Inc. These transactions are
allowable party-in-interest transactions under ERISA and the regulations promulgated
thereunder. |
||
As discussed in Note 1, effective July 1, 2006 the Banco Popular de Puerto Rico Savings and
Investment Plan was merged into the Plan transferring assets amounting to $274,297,429. This
transaction is reflected in the statement of changes in assets available for benefits as
transfer of assets from an affiliated plan. |
||
Banco Popular de Puerto Rico, one of the Companies covered by the Plan, is acting as Trustee
and Recordkeeper for the Plan. |
||
| 11. | Reconciliation of Financial Statements to Form 5500 | |
The following is a reconciliation of assets available for benefits per the financial
statements at December 31, 2006 to Form 5500. |
Assets available for benefits per the financial statements |
$ | 378,088,262 | ||
Less amounts allocated to withdrawing participants |
(276,641 | ) | ||
Assets available for benefits per the Form 5500 |
$ | 377,811,621 | ||
The following is a reconciliation of benefits paid to participants per the financial
statements for the period ended December 31, 2006 to Form 5500: |
Benefits paid to participants per the financial statements |
$ | 30,323,515 | ||
Add: Amounts allocated to withdrawing participants at December 31, 2006 |
276,641 | |||
Benefits paid to participants per Form 5500 |
$ | 30,600,156 | ||
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit
claims that have been processed and approved for payment prior to December 31, 2006, but not
yet paid as of that date. |
||
| 12. | Investment in Master Trust | |
A portion of the Plan’s 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. The assets of the Master Trust are held by
Banco Popular de Puerto Rico (the “Trustee”). At December 31, 2006, the Plan’s interest in
the net assets of the Master Trust was approximately 12.89%. Investment income and
administrative expenses relating to the Master Trust are allocated to the Plan based on the
net asset value assigned to the units allocated to the Plan. |
11
Investments held in the Master Trust and as of December 31, 2006 are as follows: |
United States Government and agencies’ obligations |
$ | 8,678,998 | ||
Corporate Bonds and debentures |
36,464,759 | |||
Common stock |
280,986,011 | |||
Index Fund — Equity |
73,979,436 | |||
Index Fund — Fixed Income |
47,685,461 | |||
Mortgage loans and collateralized mortgage obligations |
87,889,477 | |||
Cash |
10,925,141 | |||
Other investments |
20,444,722 | |||
Accrued investment income |
1,910,277 | |||
| 568,964,282 | ||||
Less: Accrued Expenses |
(445,882 | ) | ||
Net Assets in Master Trust |
$ | 568,518,400 | ||
Investment income (loss) in the Master Trust for the year ended December 31, is as
follows: |
Net appreciation (depreciation) in fair value of investments: |
||||
United States Government and agencies’ obligations |
$ | 260,500 | ||
Corporate Bonds and debentures |
(182,927 | ) | ||
Common stock |
41,967,920 | |||
Index Fund — Equity |
13,722,640 | |||
Index Fund — Fixed Income |
1,501,260 | |||
Mortgage loans and collateralized mortgage obligations |
1,033 | |||
Other Investments |
(897,894 | ) | ||
Interest and dividend income |
13,251,469 | |||
Net appreciation in fair value of investments |
69,624,001 | |||
Less: Investment expenses |
1,701,267 | |||
Administrative expenses |
471,650 | |||
Net investment income |
$ | 67,451,084 | ||
12
| (a) | (b) Identity of Issue, Borrower, | (c) Description of | (e) Current | |||||||
| Lessor or Similar Party | Investment | (d) Cost | Value | |||||||
| Federated Government Obligation Fund | Mutual Fund 23,235,654 shares | *** | $ | 23,235,654 | ||||||
| American Amcap Fund | Mutual Fund 194,837 shares | *** | 3,910,392 | |||||||
| MFS Research International A Equity Fund | Mutual Fund 299,324 shares | *** | 5,753,015 | |||||||
| Van Kampen Common Stock Fund - A | Mutual Fund 411,310 shares | *** | 7,917,735 | |||||||
| Vanguard 500 Index Fund | Mutual Fund 39,583 shares | *** | 5,169,251 | |||||||
| ING Index Plux Midcap Fund | Mutual Fund 266,538 shares | *** | 4,611,114 | |||||||
| Royce Premier Fund | Mutual Fund 358,663 shares | *** | 6,333,992 | |||||||
| PIMCO Total Return | Mutual Fund 1,081,703 shares | *** | 11,228,080 | |||||||
* |
BPPR Time Deposit Open Account | Time Deposit Variable | *** | 1,715,073 | ||||||
* |
Popular, Inc. | Common stock 12,449,494 shares** | 70,141,719 | 223,468,422 | ||||||
* |
Participant loans | Participant loans with varying | ** | 2,914,421 | ||||||
| maturities ranging from 2007 | ||||||||||
| to 2017 and interest rate of 5% | ||||||||||
| $ | 296,257,149 | |||||||||
| * | Party in-interest | |
| ** | Includes non participant directed portion | |
| *** | Cost is not required for participant directed investments |
13
| POPULAR, INC. PUERTO RICO SAVINGS & INVESTMENT PLAN (Registrant) |
||||
| Date: June 28, 2007 | By: | /s/ Tere Loubriel | ||
| Tere Loubriel | ||||
| Authorized Representative | ||||