Edgar Filing: POPULAR INC

Popular, Inc.

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, 2001

		or

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from _________ to _________

Commission file number _________

EQUITY ONE, INC. SAVINGS & RETIREMENT PLAN

(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)

POPULAR, INC.

209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO 00918

(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)

TABLE OF CONTENTS


Report of Independent Accountants
	Statement of Net Assets Available for Benefits
	Statement of Changes in Net Assets Available for Benefits
	Schedule of Assets Held for Investment Purposes
SIGNATURE

EQUITY ONE, INC. SAVINGS & RETIREMENT PLAN

TABLE OF CONTENTS


	Page Reference

Report of Independent Accountants	1

Financial Statements and Schedules

Statement of Net Assets Available for Benefits as of December 31, 2001, and December 31, 2000	2

Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2001, and December 31, 2000	3

Notes to Financial Statements	4

Schedule H: Schedule of Assets Held for Investment Purposes as of December 31, 2001*	8

Signature	9


*		Other supplementary schedules required by section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

Report of Independent Accountants

To the Participants and Administrator of
Equity One, Inc. Savings and Retirement Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Equity One, Inc. Savings and Retirement Plan (the “Plan”) at December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended 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 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.

/s/ PricewaterhouseCoopers LLP

October 30, 2002

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Equity One, Inc.
Savings and Retirement Plan
Statement of Net Assets Available for Benefits
December 31, 2001 and 2000


			2001		2000

Investments, at fair value			$	13,624,445	$	13,557,949

		Total investments		13,624,445		13,557,949

Receivables:
	Employer’s contribution			993,214		814,756
	Participant contributions			227,385		211,880

		Total receivables		1,220,599		1,026,636

		Total assets		14,845,044		14,584,585

Net assets available for benefit			$	14,845,044	$	14,584,585

The accompanying notes are an integral part of these financial statements.

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Equity One, Inc.
Savings and Retirement Plan

Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000


			2001			2000

Deductions
	Investment income		$	226,929		$	1,677,740
		Interest and Dividend income, investments	$	226,929		$	1,677,740
		Interest income, participant loans		41,193			31,502
		Net depreciation in fair value of investments		(3,076,128	)		(3,118,619	)

				(2,808,006	)		(1,409,377	)

	Contributions:
		Employer — Discretionary		2,467,980			1,828,466
		Participant		2,172,302			1,655,896

				4,640,282			3,484,362

		Total additions		1,832,276			2,074,985

Deductions
		Payment of benefits		1,571,817			2,450,480

		Total deductions		1,571,817			2,450,480

Net increase				260,459			(375,495	)
Net assets available for benefits:
		Beginning of period		14,584,585			14,960,080

		End of period	$	14,845,044		$	14,584,585

The accompanying notes are an integral part of these financial statements.

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Equity One, Inc.
Savings and Retirement Plan
Notes to Financial Statements

1.		Description of Plan

		The following description of the Equity One, Inc. (the “Company”) Savings and Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

		General The Plan is a defined contribution plan covering substantially all full-time employees of the Company who are age twenty-one or older. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

		Contributions Each year, participants may contribute one to five percent of their annual wages excluding fringe benefits. The Company matches a discretionary percentage of participant contributions. In addition, the Company makes a discretionary contribution which is allocated to participants actively employed on the last day of the Plan year based on their pro rata share of total compensation (excluding fringe benefits). Contributions are subject to certain limitations.

		Participant accounts Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

		Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and other discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after five years of credited service.

		Participant loans Participants may borrow from their fund accounts a minimum of $1,000 and to a maximum equal to the lesser of $50,000 or 50 percent of their vested account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the participant loans. Loan terms range from one to five years or longer if used to acquire a principal residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan administrator. Interest rates range from 4.75 percent to 9.50 percent. Principal and interest are paid ratably through monthly payroll deductions.

		Payment of benefits On termination of service due to death, disability or retirement, a participant may elect to receive either a lump sum amount equal to the value of the participant’s vested interest in his or her account, or annual installments over a ten-year period. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.

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Equity One, Inc.
Savings and Retirement Plan
Notes to Financial Statements

		Forfeited accounts At December 31, 2001 and 2000, forfeited non-vested accounts totaled $109,454 and $62,325, respectively, and are included in the Plan’s net assets. These accounts will be used to reduce future employer contributions. During 2001 and 2000, forfeitures applied to reduce employer contributions totaled $179,192 and $292,543, respectively, and are shown net of employer contributions in the Statement of Changes in Net Assets Available for Benefits.

		Administrative expenses The Company provides for the Plan’s administrative expenses.

2.		Summary of Accounting Policies

		Basis of accounting The financial statements of the Plan are prepared under the accrual method of accounting. In conforming with the accrual basis of accounting, the Plan makes estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent net assets available for benefits at the date of the financial statements and the reported amounts of additions and deductions to net assets during the period. Actual results could differ from those estimates.

		Investment valuation and income recognition The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. Participant loans are valued at cost, which approximates fair value.

		Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

		Payment of benefits Benefits are recorded when paid.

3.		Plan Termination

		Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their accounts.

4.		Tax Status

		The Internal Revenue Service has determined and informed the Company by a letter dated August 23, 1995 that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). 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 requirements of the IRC.

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Equity One, Inc.
Savings and Retirement Plan
Notes to Financial Statements

5.		Investments

		The following presents investments that represent 5 percent or more of the Plan’s net assets.


	Shares/Units		12/31/2001		Shares/Units		12/31/2000

George Putnam Fund of Boston		137,654	$	2,304,323		118,171	$	2,028,992
Putnam Investor Fund		63,773		736,573		39,532		607,205
Putnam Vista Fund		313,144		2,705,566		290,333		3,780,141
Putnam Voyager Fund		48,104		832,198		25,226		587,774
Putnam New Opportunities Fund		69,104		2,831,878		61,484		3,604,220
Putnam Money Market Fund		1,254,675		1,254,675		915,827		915,827

During 2001 and 2000, the Plan’s investments (including gains and losses on investments bought and sold, as well as, held during the year) depreciated in value by ($3,076,128) and ($3,118,619) respectively.

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Equity One, Inc.
Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001

6. Changes in Net Assets Available for Benefits by Investment Fund

The allocation of changes in net assets available for plan benefits for the year ended December 31, 2001 is as follows:


			Participant Directed

			George			Putnam								Putnam
			Putman			Growth			Putnam			Putnam		Global			Putnam			Putnam
			Fund of			and			Investor			Income		Growth			Vista			Voyager
			Boston			Income			Fund			Fund		Fund			Fund			Fund

Additions
Investment income:
	Interest and dividend income, investments			69,116			17,775			—			28,290		—			—			34,624
	Interest income, participant loans			—			—			—			—		—			—			—
	Net appreciation (depreciation) in
		fair value of investments		(56,904	)		(52,244	)		(190,502	)		7,085		(76,465	)		(1,337,015	)		(209,883	)

				12,212			(34,469	)		(190,502	)		35,375		(76,465	)		(1,337,015	)		(175,259	)

Contributions:
	Employer			296,891			179,500			277,912			88,753		131,753			563,420			299,707
	Participant			227,705			159,393			217,988			73,775		107,466			457,991			242,452
	Participant loan repayments			29,809			1,673			6,257			6,030		1,244			37,116			5,052

				554,405			340,566			502,157			168,558		240,463			1,058,527			547,211

		Total additions		566,617			306,097			311,655			203,933		163,998			(278,487	)		371,952

Deductions
Payment of benefits				233,294			28,918			48,583			79,632		25,876			360,953			53,186
Participant loan withdrawals				33,060			3,726			8,700			4,693		1,329			29,649			13,276

		Total deductions		266,354			32,643			57,282			84,325		27,205			390,602			66,462

Net increase prior to interfund transfers				300,262			273,454			254,373			119,608		136,794			(669,089	)		305,489
Interfund transfers				38,543			(13,764	)		(61,771	)		48,888		(22,920	)		(271,958	)		15,078

Net increase (decrease)				338,805			259,689			192,602			168,496		113,873			(941,048	)		320,567
Net assets available for plan benefits:
	Beginning of period			2,095,519			426,676			661,515			419,805		197,196			3,890,758			638,694

	End of period			2,434,324			686,365			854,117			588,301		311,069			2,949,710			959,261

[Additional columns below]

[Continued from above table, first column(s) repeated]


			Participant Directed

			Putnam		Putnam							Putnam
			Diversified		New			US				Money
			Income		Oppt.			Government		Company		Market		Participant
			Trust		Fund			Income		Stock		Fund		Loans			Total

Additions
Investment income:
	Interest and dividend income, investments			—		—			28,701		6,011		42,412		—			226,929
	Interest income, participant loans			—		—			—		—		—		41,193			41,193
	Net appreciation (depreciation) in
		fair value of investments		—		(1,178,344	)		9,406		8,738		—		—			(3,076,128	)

				0		(1,178,344	)		38,107		14,749		42,412		41,193			(2,808,006	)

Contributions:
	Employer			—		320,547			80,828		63,370		165,299		—			2,467,980
	Participant			—		426,057			70,444		50,706		138,325		—			2,172,302
	Participant loan repayments			—		53,955			7,251		2,110		10,671		(161,168	)		—

				0		800,559			158,523		116,186		314,295		(161,168	)		4,640,282

		Total additions		0		(377,785	)		196,630		130,935		356,707		(119,974	)		1,832,276

Deductions
Payment of benefits				—		273,481			43,580		10,008		339,392		74,914			1,571,817
Participant loan withdrawals				—		24,590			3,408		2,727		10,392		(135,550	)		—

		Total deductions		0		298,071			46,988		12,736		349,783		(60,636	)		1,571,817

Net increase prior to interfund transfers				0		(675,857	)		149,642		118,199		6,924		(59,338	)		260,459
Interfund transfers				—		(431,021	)		78,323		247,025		373,578		—			—

Net increase (decrease)				0		(1,106,878	)		227,965		365,224		380,502		(59,338	)		260,459
Net assets available for plan benefits:
	Beginning of period			—		4,231,702			460,808		122,255		943,603		496,054			14,584,585

	End of period			0		3,124,824			688,773		487,479		1,324,105		436,716			14,845,044

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Equity One, Inc.
Savings and Retirement Plan
Schedule H — Line 4i — Form 5500 (unaudited)
Schedule of Assets Held for Investment Purposes
December 31, 2001


	Investment	Current
Identity of issue	Type	Value

George Putnam Fund of Boston*	Mutual Fund	$	2,304,323
Putnam Fund For Growth & Income*	Mutual Fund		607,761
Putnam Investors Fund*	Mutual Fund		736,573
Putnam Income Fund*	Mutual Fund		547,170
Putnam Global Growth Fund*	Mutual Fund		253,457
Putnam Vista Fund*	Mutual Fund		2,705,566
Putnam Voyager Fund*	Mutual Fund		832,198
Putnam New Opportunities Trust*	Mutual Fund		2,831,878
Intermediate US Government Income*	Mutual Fund		651,669
Company Stock	Company Stock		462,459
Putnam Money Market Fund*	Mutual Fund		1,254,675
Participant loans	Due 3/26/99-10/20/28		436,716

	4.75%-9.50%	$	13,624,445

Party-in-interest

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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.


		EQUITY ONE, INC. SAVINGS & RETIREMENT PLAN (Name of Plan)

	By:

		/s/ Cameron Williams
		Cameron Williams Authorized Representative

November 1, 2002

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