UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 13, 2006
POPULAR, INC.
(Exact name of registrant as specified in its charter)
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| COMMONWEALTH OF PUERTO RICO
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0-13818
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66-0667416 |
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(Commission File
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(IRS Employer Identification |
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Number)
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209 MUNOZ RIVERA AVENUE
HATO REY, PUERTO RICO
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00918 |
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| (Address of principal executive offices)
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(Zip code) |
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02.Results of Operations and Financial Condition
Popular, Inc. (the “Corporation”) has filed the Annual Report on Form 10-K for the year
ended December 31, 2005.
Item 4.02 Non Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review
During the preparation of the Corporation’s 2005 Annual Report, management became aware that
disbursements on mortgage loans originated or acquired by Popular Financial Holdings, Inc., our
U.S. mortgage and consumer lending subsidiary, with the intent to sell in the secondary market or
securitize in transactions structured as sales, were incorrectly presented as cash flows related
with investing activities, instead of operating activities, which is the presentation required by
SFAS No. 102 “Statement of Cash Flows — Exemption of Certain Enterprises and Classification of Cash
Flows from Certain Securities Acquired for Resale.” This impacted solely the
year-to-date Consolidated Statement of Cash Flows included in the quarterly reports on Form 10-Q
for the quarters ended March 31, June 30, and September 30, 2005. In recent speeches, members of
the staff of the Securities and Exchange Commission have expressed the view that reclassifications
within the statement of cash flows should be treated as a restatement of the information previously
presented and not as reclassifications.
Based solely on the facts mentioned above, on March 13, 2006, management recommended to the
Corporation’s Audit Committee that the Consolidated Financial
Statements of the Corporation for
the quarters ended March 31, June 30, and September 30, 2005 (the “2005 Form 10-Qs”) should be
corrected in order to reflect in these interim statements of cash flows the correct classification
of the cash flows for the activity mentioned above. The Consolidated Statement of Cash Flows for
the year ended December 31, 2005 presented in our 2005 Annual Report already reflects the
year-to-date correct information. The Audit Committee agreed with management’s recommendation. The
Audit Committee has discussed this conclusion with PricewaterhouseCoopers LLP, the Corporation’s
independent registered public accounting firm. The nature and the amounts of the error on each of
the 2005 interim financial statements is presented in the Corporation’s Annual Report on Form 10-K
for the year ended December 31, 2005 (the “Form 10-K”) and will be also presented in connection
with the filing of the 2006 interim financial statements. Refer to item 9A of Form 10-K for
additional information.
The correction of the quarterly and year-to-date information does not change total cash reflected
in the Consolidated Statement of Cash Flows. Furthermore, the correction has no effect on the
Corporation’s Consolidated Statements of Income (including, but not limited to net income and
earnings per share), Consolidated Statements of Condition or Consolidated Statements of Changes in
Stockholders’ Equity.