-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PeX5meMcJlayZhehze+vyV4MNMJFjWggGhMQYfdMJEAmG3j655wa8KgzYnnZdJR9 719ZBUb12fktp76vAyQLgg== 0000950144-01-504036.txt : 20010629 0000950144-01-504036.hdr.sgml : 20010629 ACCESSION NUMBER: 0000950144-01-504036 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPULAR INC CENTRAL INDEX KEY: 0000763901 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 660416582 STATE OF INCORPORATION: PR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 002-96018 FILM NUMBER: 1670113 BUSINESS ADDRESS: STREET 1: 209 MUNOZ RIVERA AVE STREET 2: POPULAR CENTER BUILDING CITY: HATO REY STATE: PR ZIP: 00918 BUSINESS PHONE: 7877659800 MAIL ADDRESS: STREET 1: P.O. BOX 362708 CITY: SAN JUAN STATE: PR ZIP: 00936-2708 FORMER COMPANY: FORMER CONFORMED NAME: BANPONCE CORP DATE OF NAME CHANGE: 19920703 11-K 1 g70036fe11-k.txt POPULAR, INC. U.S.A. PROFIT SHARING/401 (K) PLAN 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 0-15818 Popular, Inc. U.S.A. Profit Sharing/401(K) Plan (Full title of the Plan and address of the Plan, if different from that of the issuer named below) POPULAR, INC. 305 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) 2 POPULAR, INC. U.S.A. Profit Sharing/401(K) Plan Table of Contents PAGE Financial Statements: Report of Independent Accountants................................... 1 Statements of Net Assets Available for Benefits as of December 31, 2000 and 1999........................... 2 Statement of Changes in Net Assets Available for Benefits for the period ended December 31, 2000....... 3 Notes to Financial Statements....................................... 4-13 Signature............................................................. 14 Consent of Independent Accountants.................................... 15 3 [PricewaterhouseCoopers LOGO] PricewaterhouseCoopers LLP 1177 Ave of the Americas New York, NY 10036 Telephone (646) 471-4000 Facsimile (646) 471-4100 REPORT OF INDEPENDENT ACCOUNTANTS To the Participants and Administrator of Popular, Inc. U.S.A. Profit Sharing/401(K) 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. Profit Sharing/401(k) Plan (formerly known as BanPonce U.S.A. Profit Sharing/401(k) Plan) (the "Plan") at December 31, 2000 and 1999 and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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 for investment purposes and schedule of nonexempt transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subject to the auditing procedures applied in the audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers, LLP June 26, 2001 1 4 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 1999 ASSETS Investments at fair value (see Note 5) $ 26,483,490 $ 20,353,388 Receivables Receivable from other plans -- 3,253,977 Employer's contributions 1,095,902 1,974,317 Participants' contributions 121,363 189,744 Interest and other receivables 22,834 18,678 Due from broker for securities sold 27,139 8,552 ------------ ------------ TOTAL RECEIVABLES 1,267,238 5,445,268 ------------ ------------ TOTAL ASSETS 27,750,728 25,798,656 ------------ ------------ LIABILITIES Refundable contributions $ 349,780 $ 37,429 Payable to Trustee 2,082 8,527 Distributions payable 28,823 -- Accrued expenses -- 231 ------------ ------------ TOTAL LIABILITIES 380,685 46,187 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 27,370,043 $ 25,752,469 ------------ ------------
The accompanying notes are an integral part of these financial statements. 2 5 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 2000 Additions to net assets attributed to: Investment income Net (depreciation) in fair value of investments (See Note 5) $ (49,788) Dividends 212,520 Interest income, participants' loans 68,391 Interest income, investments 72,216 ------------ 303,339 ------------ Contributions Participants 3,289,256 Rollovers from external sources 177,767 Employer 2,371,337 ------------ 5,838,360 ------------ Total additions 6,141,699 ------------ Deductions Deductions from net assets attributed to: Benefits paid to participants 4,166,720 Refunded contributions 349,780 Administrative expenses 7,625 ------------ 4,524,125 ------------ Increase in net assets 1,617,574 Net assets available for benefits Beginning of year 25,752,469 ------------ End of year $ 27,370,043 ============
The accompanying notes are an integral part of these financial statements. 3 6 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following brief description of the Popular, Inc. U.S.A. Profit Sharing/401(K) Plan (the "Plan") is provided for general information. Popular, Inc. is the sponsor of the Plan. Participants should refer to the Plan document for more complete information. GENERAL Pioneer Bank & Trust Company Profit Sharing Plan (the "Pioneer Plan") was established on January 1, 1972, as a qualified defined contribution plan. The Pioneer Plan was amended and restated, effective January 1, 1976 and again restated, effective July 1, 1982, to comply with the requirements of the Employee Retirement Income Security Act of 1974 (ERISA). On July 1, 1989, the Pioneer Plan was amended to include a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code ("401(k)"). The Pioneer Plan sponsor was Banco Popular, Illinois, a wholly-owned subsidiary of Popular, Inc. On March 1, 1997, the Pioneer Plan was restated and converted into a defined contribution participant-directed plan under the name of BanPonce U.S.A. Profit Sharing/401(k) Plan. On October 14, 1998, certain provisions related to rollover contributions and distributions of the Plan were amended. During 1998 the employees of Banco Popular, Illinois, Banco Popular, California, N.A., Banco Popular, Florida, N.A., Banco Popular, Texas N.A., Popular Leasing U.S.A., Inc. and Banco Popular, FSB participated in the Plan. Effective January 1, 1999, the entities participating in the Plan merged to form a single banking entity under the name of Banco Popular North America (the "Bank"). On January 1, 1999 employees from the Bank, Banco Popular, N.A. (Texas), First State Bank of Southern California and Gore Bronson Bancorp became eligible to participate in the Plan. The Plan was also amended to allow for additional discretionary contributions to be made to the Plan on behalf of participants who were employees of the New York branch of Banco Popular de Puerto Rico on December 31, 1998. On April 30, 1999, the BanPonce U.S.A. Profit Sharing/401(k) Plan adopted the name of Popular, Inc. U.S.A. Profit Sharing/401(k) Plan (the "Plan"). During 1999, the Plan was amended to allow for a merger of assets from Citizens National Bank Profit Sharing Savings Plan with total assets of $607,998, Banco Popular de Puerto Rico Employee Stock Plan with total assets of $5,445,596 and the Gore Bronson Bancorp Profit Sharing Plan and Trust with total assets of $509,895. The Plan is administered by a committee (the "Plan Committee") appointed by the Board of Directors of Popular, Inc. A trust was established to hold and invest all of the assets of the Plan. The trustee 4 7 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS for the Plan is the Trust Department of Banco Popular North America (Illinois). The Plan is subject to the provisions of ERISA. Effective January 1, 2000, the Plan was amended to allow participation by employees of Banco Popular de Puerto Rico (BPPR) that are employed in the Virgin Islands (VI) or British Virgin Islands (BVI). These employees can contribute from 1% to 10% of eligible pre-tax annual compensation (post tax for BVI employees) up to IRS limits. The Bank contributes 50 cents for each dollar the employee contributes up to 2% of their eligible compensation that has been invested in Popular Inc. Common Stock subject to compliance with certain requirements as outlined in the Plan. Effective August 1, 2000, Article 9 of the Plan was amended by adding Section 9.4 that allows a participant who has attained age 59 1/2 to elect to receive 100% of the value of his Before-Tax Deposit account and his After-Tax Deposit account and the vested portion of Matching Employer Contributions. ELIGIBILITY AND VESTING Prior to September 1, 1999, employees were automatically enrolled in the Plan upon the first day of the month coinciding with or next following the date they became an employee. Beginning September 1, 1999, employees are automatically enrolled into the Plan upon the first day of the month following 30 days of service. Each employee who was employed by the Bank on February 28, 1997 was eligible to participate in the Plan. Participants are immediately vested in their voluntary contributions and earnings thereon. Vesting in the Bank's 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:
YEARS OF CREDIT SERVICE VESTING PERCENTAGE Less than 2 0% 2 25 3 50 4 75 5 or more 100
CONTRIBUTIONS Employees may contribute from 1% to 10% of eligible pre-tax annual compensation up to a maximum of $10,500, as defined in the Plan agreement. Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Bank contributes 50 cents for each pre-tax $1 contributed by an employee. Additionally, the Bank contributes 50 cents for each pre-tax $1 contributed by an employee that has been invested in the Popular, Inc. Common Stock Fund, subject to compliance with certain requirements defined in the Plan agreement (the "Bonus Matching Contribution"). Total contributions from the Bank will not exceed 6% of the employee's pre-tax compensation. The Bank will also make a profit sharing 5 8 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS contribution in an amount determined by the Board of Directors of the Bank. The Bank's profit sharing and 401(k) matching contribution is limited to the total amount which the Bank can deduct for federal income tax purposes. PARTICIPANT ACCOUNTS As of the last day of each quarter, net earnings or losses are allocated among eligible participants in proportion to their account balances relative to the total of all such account balances as of the previous valuation date, adjusted for distributions and employee contributions made during the quarter. As of the last day of the Plan year, the Bank's profit sharing contribution is allocated to participant accounts based upon the participants' eligible compensation, as defined and subject to compliance with certain requirements included in the Plan agreement. As of the last day of the plan year, the Bank's additional matching contribution is allocated based on each employee's contribution, as described above. The Bank's contributions plus the employee's after-tax and pre-tax contributions are limited to the lesser of 25% of the employee's eligible compensation or a maximum amount set annually by federal authorities. INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct his/her investments and reinvestments, other than his/her Bonus Matching Contribution, in any of nine investment options. M&I STABLE PRINCIPAL FUND: This fund's objective is to maintain safety of principal while generating a level of current income generally exceeding that of a money market fund. This fund primarily invests in traditional and synthetic investments contracts. PIMCO TOTAL RETURN FUND: This fund invests mainly in fixed income securities, seeking maximum return, consistent with preservation of capital and prudent investment management. VANGUARD WELLINGTON INCOME FUND: This fund seeks to conserve capital and to provide moderate long-term growth in capital and income by investing in common stocks an debt securities. DAVIS NEW YORK VENTURE FUND: This fund's investment objective is growth of capital. The fund ordinarily invests in common stocks. T. ROWE PRICE MID-CAP GROWTH FUND: This fund seeks long-term capital appreciation through investments in medium-sized growth companies. FIDELITY GROWTH & INCOME FUND: This fund seeks long-term growth, current income and long-term growth of income consistent with reasonable investment risk by investing in common stocks and corporate bonds. VANGUARD 500 INDEX FUND: This fund seeks investment results that correspond to the price and yield performance of the S&P 500 Index. IVY INTERNATIONAL FUND: This fund invests in foreign stocks, seeking long-term capital growth. 6 9 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS POPULAR INC. COMMON STOCK FUND: This fund is primarily invested in Popular Inc. Common Stock and cash. PARTICIPANT LOANS Participants may borrow against their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 or 50% of the vested portion of the participant's equity in the Plan, and limited in amount by specific regulations. Loans are charged a reasonable interest rate, which is determined by the Plan Committee and which meets all regulatory requirements. DISTRIBUTIONS Distributions may occur for termination, retirement, disability, or death. The Plan provides that benefits be distributed in one of the following manners as selected by the participant or beneficiary: (a) payment in one single sum; or (b) payment in substantially equal installments determined by the participant or beneficiary. PLAN TERMINATION 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 more significant accounting policies follows. VALUATION OF INVESTMENTS Plan investments are stated at fair value, with the exception of M&I Stable Principal Fund that is stated at contract value, which approximates 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. The registered investment companies retain and reinvest all dividends. Such undistributed income is included in the statement of changes in net assets available for plan benefits and is recorded as an increase in the cost basis of fund units held at year end in the statement of net assets available for plan benefits. Temporary investments are stated at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. 7 10 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS INVESTMENT INCOME Net gain on investments is a combination of net realized gains (losses) and the change in unrealized appreciation (depreciation) from the previous year-end. Dividends are recorded on the ex-dividend date. Interest income on temporary investments is recorded on the accrual basis. ADMINISTRATIVE EXPENSES Trust fees directly attributable to the Plan are paid by the Plan. Legal and other administrative expenses are paid by the Bank and, accordingly, have not been reflected in the Plan's financial statements. PAYMENT OF BENEFITS Benefits are recorded when paid. FORFEITED ACCOUNTS Forfeited nonvested accounts totaled $346,365 and $165,831 at December 31, 2000 and 1999, respectively. These accounts were used to reduce Employer contributions. REFUNDABLE CONTRIBUTIONS Refundable contributions totaled $349,780 and $37,429 at December 31, 2000 and 1999, respectively. These excess contributions arise as a result from failing non-discrimination tests in accordance with the Internal Revenue Service Regulations. USE OF ESTIMATES 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 and liabilities at the date of the financial statements and the reported amounts of additions and deductions to net assets during the reporting period. Actual results could differ from these estimates. RISKS AND UNCERTAINTIES 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 participants account balances and the amounts reported in the statement of net assets available for benefits. 8 11 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS 3. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits as presented in the financial statements to the Form 5500:
DECEMBER 31, 2000 1999 Net assets available for benefits per the financial statements $ 27,370,043 $ 25,752,469 Amounts allocated to withdrawing participants (56,348) (75,450) ------------ ------------ Net assets available for benefits per the Form 5500 $ 27,313,695 $ 25,677,019 ============ ============
YEAR ENDED DECEMBER 31, 2000 Benefits paid to participants per the financial statement $ 4,166,720 Add: Amounts allocated to withdrawing participants, December 31, 2000 56,348 Less: Amounts allocated to withdrawing participants, December 31, 1999 (75,450) ----------- Benefits paid to participants per the Form 5500 $ 4,147,618 ===========
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 but not yet paid as of that date. 4. INCOME TAXES The Popular, Inc. U.S.A. Profit Sharing/401(k) Plan received a favorable determination letter from the Internal Revenue Service, dated April 7, 1999, indicating that it qualified under Section 401(a) of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC. 9 12 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS 5. INVESTMENTS HELD Investments held by the Plan are summarized below. Those investments that represent 5 percent or more of the Plan's net assets at the end of the year are noted with an asterisk (*). Those investments that are nonparticipant-directed are noted with two asterisks (**). Those investments that include participant and nonparticipant-directed investments are noted with a plus sign (+).
DECEMBER 31, 2000 DECEMBER 31, 1999 SHARES/UNITS FAIR VALUE SHARES/UNITS FAIR VALUE Enhanced Cash Investment Fund(**) 2,465 $ 2,465 -- $ -- Shares of registered investment companies M&I Stable Principal Fund 1,546,726 1,546,726(*) 679,778 679,778 PIMCO Total Return Fund 88,940 924,081 88,150 872,683 Vanguard Wellington Income Fund 86,938 2,452,517(*) 83,152 2,324,919(*) Davis New York Venture Fund 72,178 2,074,392(*) 66,596 1,915,297(*) T. Rowe Price Mid-Cap Growth Fund 44,949 1,788,519(*) 40,617 1,629,952(*) Fidelity Growth & Income Fund 23,128 973,675 8,676 409,182 Vanguard 500 Index Fund 12,220 1,489,110(*) 4,220 571,146 Ivy International Fund 23,336 611,404 13,893 654,214 Popular Inc. Common Stock Fund+ 406,774 11,871,059(*) 356,209 10,796,206(*) Popular Inc. Common Stock+ 78,861 2,075,070(*) -- -- ----------- ----------- 25,809,018 19,853,377 Participant loans 674,472 500,011 ----------- ----------- TOTAL $26,483,490 $20,353,388 =========== ===========
10 13 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) NOTES TO FINANCIAL STATEMENTS Information about the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
YEAR ENDED DECEMBER 31, 2000 Changes in net assets: Contributions $ 885,936 Dividends 1,355 Interest 51,369 Net appreciation 184,927 Benefits paid to participants (212,037) Transfers to participant-directed investments (79,810) --------- $ 831,740 =========
During 2000, the Plan's investments (including gain and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value by $(49,788) as follows: Mutual funds $(53,780) Common stock fund 3,992 -------- $(49,788) ========
The M&I Stable Principal Fund is fully benefit responsive. The average yield for the year ended December 31, 2000 was 5.93%. The crediting interest rate as of December 31, 2000 was 6.05%. The frequency and basis for determining the crediting interest rate resets are daily and accrual/units, respectively. There are no valuation reserves recorded to adjust the contract amounts. There is no minimum crediting interest rate under the terms of the contracts. There are no limitations or guarantees on the contracts. 6. NONEXEMPT TRANSACTIONS During 2000 and 1999, the Bank withheld contributions for various participants in the Plan but did not remit those contributions to the Plan within fifteen days following the month of the withholding. In accordance with Department of Labor regulations, the delay on the remittance of these contributions resulted in a prohibited loan to the Bank. Subsequently, the Bank corrected these prohibited transactions. 11 14 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 2000 SCHEDULE I
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE COST CURRENT VALUE - --------------------------------- ----------------------------- ------------ ------------- Enhanced Cash Investment Fund $ 2,465 $ 2,465 M&I Stable Principal Fund(*) 1,546,726 shares 1,546,726 1,546,726 PIMCO Total Return Fund 88,940 shares 919,556 924,081 Vanguard Wellington Income Fund 86,938 shares 2,508,992 2,452,517 Davis NY Venture Fund 72,178 shares 1,710,475 2,074,392 T. Rowe Price Mid-Cap Growth Fund 44,949 shares 1,475,285 1,788,519 Fidelity Growth & Income Fund 23,128 shares 1,046,592 973,675 Vanguard 500 Index Fund 12,220 shares 1,586,069 1,489,110 Ivy International Fund 23,336 shares 871,233 611,404 Popular Inc. Common Stock Fund(*) 406,774 units 9,863,717 11,871,059 Popular Inc. Common Stock(*) 78,861 shares 1,527,892 2,075,070 Participant Loans(*) Interest rates range between 8.75% and 10.5% 674,472 674,472 ------------ ------------- Total $ 23,733,474 $ 26,483,490 ============ =============
*Party in interest to the Plan. 12 15 POPULAR, INC. U.S.A. PROFIT SHARING/401(K) PLAN (FORMERLY KNOWN AS BANPONCE U.S.A. PROFIT SHARING/401(K) PLAN) SCHEDULE OF NONEXEMPT TRANSACTIONS YEAR ENDED DECEMBER 31, 2000 SCHEDULE II
(2)CURRENT VALUE IDENTITY OF PARTY INVOLVED RELATIONSHIP TO THE PLAN DESCRIPTION OF TRANSACTIONS (1)COST OF ASSET OF ASSET Banco Popular North America Employer Improper loan from Plan to employer $ 271,455 $272,255 for failure to timely remit employees' withheld contributions to the Plan.
(1) The cost of asset represents the back contributions remitted to the Plan by the Bank on March 7, 2000 and March 15, 2000, for the periods ended January 15, 2000 and January 31, 2000, respectively, for various plan participants. (2) The current value of asset represents the back contributions and the interest earned by the Bank for the period of the Bank's prohibited use of the participants' contributions. 13 16 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. BANCO POPULAR DE PUERTO RICO EMPLOYEES' STOCK PLAN (U.S.) (Name of Plan) By: /s/ Maria Isabel Burckhart ---------------------------- Maria Isabel Burckhart Authorized Representative By: /s/ Jorge A. Junquera ---------------------------- Jorge A. Junquera Authorized Representative in the United States Date: June 28, 2000 14 EX-23 2 g70036fex23.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-80167) of Popular, Inc. of our report dated June 26, 2001 relating to the financial statements of Popular, Inc. USA Profit Sharing/401(K) Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers, LLP PricewaterhouseCoopers, LLP New York, New York June 28, 2001 -----END PRIVACY-ENHANCED MESSAGE-----