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): January 22, 2015

POPULAR, INC.
(Exact name of registrant as specified in its charter)

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:4

� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item�2.02. Results of Operations and Financial Condition.

On January 22, 2015 Popular, Inc. issued a news release announcing its unaudited financial results for the quarter ended December 31, 2014, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the Corporations filings under the Securities Act of 1933, as amended, unless otherwise expressly stated in such filing.

Item�9.01. Financial Statements and Exhibits

99.1 Press release dated January 22, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Popular, Inc. Announces Fourth Quarter Financial Results

• Reports net income of $52.9 million for the quarter; from continuing operations net income of $43.8 million and adjusted net income of $80.8 million
• Net loss of $309.5 million for the year ended December 31, 2014; from continuing operations net loss of $186.5 million and adjusted net income of $304.8 million
• Adjusted net interest margin of 4.70% in Q4 2014 vs. 4.64% in Q3 2014
• Credit Quality (excluding covered loans):
  • Non-performing loans held-in-portfolio (NPLs) increased slightly by $3.4 million, or 0.6% from Q3 2014; NPLs to loans ratio remained unchanged at 3.2% in Q4 2014;
  • Net charge-offs (NCOs) were 1.04% of average loans held-in-portfolio vs. 0.83% in Q3 2014; NCOs increased by $9.7 million quarter over quarter;
  • Allowance for loan losses of $519.7 million vs. $521.7 million in Q3 2014; Allowance for loan losses to loans held-in-portfolio at 2.68% vs. 2.69% in Q3 2014.
• Completed the sale of its California operations
• Common Equity Tier 1 ratio of 15.92% and Tangible Book Value per Share of $35.93 at December 31, 2014

SAN JUAN, Puerto Rico--(BUSINESS WIRE)--January 22, 2015--Popular, Inc. (the Corporation or Popular) (NASDAQ: BPOP) reported net income of $52.9 million for the quarter. Net income for continued operations of $43.8 million and adjusted net income of $80.8 million for the quarter ended December 31, 2014, compared to net income from continuing operations of $32.8 million and adjusted net income of $81.7 million for the quarter ended September 30, 2014.

Mr. Richard L. Carri�n, Chairman of the Board and Chief Executive Officer, said, "While there were a number of significant transactions that impacted these results, we are satisfied that our top line remains strong and our credit metrics continue to head in the right direction in spite of the challenging economic conditions in our principal market. The sale of our California operations in the period caps a transformational year for the Corporation which included the restructuring of our US operations and the repayment of our TARP funds without issuing additional equity. We continue to focus on improving our operational and financial metrics and are well positioned for an eventual improvement in the Puerto Rico economy."

Significant events

• During the fourth quarter of 2014, the Corporation completed the previously announced sale of its California regional operations, which resulted in a gain of $8.1 million, net of transaction costs.

The Corporation continues its strategy of relocating certain back office operations of BPNA to Puerto Rico and New York. The Corporation incurred $13.9 million in restructuring charges during the fourth quarter of 2014 and a total of $26.7 million during the year ended December 31, 2014. Additional restructuring charges amounting to approximately $22.0 million are expected to be incurred in the year 2015, comprised of $13.0 million in personnel related costs and $9.0 million in lease cancelations and other restructuring costs.

During the third quarter of 2014, the Corporation refinanced approximately $638 million in long term structured repos in the U.S. with a yield of 4.41% and replaced them with lower cost short term repos of a similar amount. As previously disclosed, the fees associated with the refinancing of these repos were $39.7 million, of which $20.7 million were recorded as interest expense during the third quarter of 2014, and approximately $19.0 million were recorded during the fourth quarter of 2014.

The decision to sell three of its U.S. regional operations resulted in the discontinuance of each of these respective operations. As required by US GAAP, current and prior periods presented in the consolidated statement of operations as well as financial information covering income and expense amounts presented in this earnings release has been retrospectively adjusted for the impact of the discontinued operations for comparative purposes. The consolidated statement of financial condition and related financial information for prior periods included in this earnings release do not reflect the reclassification of BPNAs assets and liabilities to discontinued operations. Refer to Table P for a detail of the net loss, assets and liabilities from the discontinued operations. Also, refer to Table Q for details of the restructuring charges incurred during the quarter ended December 31, 2014.

Net interest income

For the quarter ended December 31, 2014, the Corporation had a net interest income of $326.9 million. Excluding the impact of the $18.6 million expense related to the refinancing of structured repos, the adjusted net interest income was $345.5 million compared to an adjusted net interest income of $347.1 million for the previous quarter. Net interest margin was 4.45% for the fourth quarter of 2014. The adjusted net interest margin was 4.70%, compared to an adjusted net interest margin of 4.64% for the third quarter of 2014. While net interest income decreased $1.6 million, the net interest margin reflects an increase of six basis points. The increase in net interest margin is mainly related to:

• Cost of total borrowings decreased by twenty six basis points mainly driven by the refinancing of $638 million in structured repos at a 4.41% rate to short term, lower cost repos at the end of the third quarter of 2014.
• An increase of twelve basis points in commercial loans yield, mainly in the Puerto Rico operations due to originations of higher yielding assets during the fourth quarter.
• Interest bearing deposits costs dropped by two basis points coupled with a lower volume of interest bearing deposits and a higher volume of non interest bearing deposits.

These positive variances in net interest margin were offset in part by:

• A decrease in volume and yield of the covered loans portfolio, mainly driven by the portfolio amortization, loan resolutions and the impact of the quarterly recast process. Refer to Table O for schedule of the accretable yield for covered loans accounted for under ASC 310-30.

BPPRs net interest margin was 5.15%, a decrease of ten basis points from the previous quarter. Net interest income amounted to $311.2 million for the quarter ended December 31, 2014, compared with $315.7 million for the previous quarter. The decrease in the net interest income was mainly due to the above mentioned decrease in interest income from covered loans and lower interest income from investment securities, partially offset by higher income from commercial loans.

BPNA earned $31.2 million in net interest income for the quarter ended December 31, 2014. Excluding the impact of the structured repos refinancing, the net interest income was $49.8 million, compared with an adjusted net interest income of $47.1 million in the previous quarter. The net interest margin was 2.40% for the quarter. The adjusted net interest margin, excluding the impact of the structured repos refinancing, for the quarter was 3.82%, compared to an adjusted net interest margin of 3.23% in the previous quarter. The increase in net interest income was mostly the result of a lower cost of borrowings due to the refinancing of structured repos, discussed above, partially offset by lower income from investment securities.

Non-interest income

Non-interest income was $109.9 million for the fourth quarter of 2014, a decrease of $14.4 million when compared with the third quarter. Excluding the $1.7 million impact of the gain on bulk sales of NPLs during the fourth quarter as part of the BPNA reorganization, and the effect of the FDIC indemnity asset amortization adjustment of $15.0 million during the third quarter, non-interest income decreased by $1.1 million when compared to the third quarter of 2014, driven primarily by the following:

• Lower service charges on deposit accounts by $1.1 million mostly at BPPR due to lower volume on Public Sector accounts.
• Lower mortgage banking activities income by $5.7 million mainly due to higher unfavorable valuation adjustments on mortgage servicing rights of $3.7 million at the BPPR segment. Refer to Table F for additional details on mortgage banking activities.
• Lower net gain on sale of loans, including valuation adjustments on loans held-for-sale by $6.3 million due to lower commercial NPLs sales, as part of workout activities.

These negative variances were partially offset by:

• Higher other service fees by $6.3 million mostly due to higher contingent insurance commission revenues, which are realized during the fourth quarter. Refer to Table F for a breakdown of other service fees.
• Positive variance in net gains/(losses) on investment securities by $2.7 million mainly due to the third quarter loss of $1.8 million related to the sale of $94.2 million in available-for-sale securities at BPNA.
• Lower provision for loans sold with credit recourse by $2.7 million.
• Lower FDIC loss-share expense by $1.2 million, driven by lower amortization of the FDIC indemnification asset by $13.6 million, and higher mirror accounting on reimbursable expenses by $3.2 million, offset by a negative variance in the mirror accounting on credit impairment losses of $13.2 million due to reserve releases and a negative variance in the change in fair value of the true up payment obligation of $3.9 million. See additional details about covered portfolio and FDIC indemnity asset in Table O.

Refer to Table B for further details.

See additional details on accounting for FDIC-Assisted transaction in Table O.

Operating expenses

Operating expenses increased by $19.4 million when compared with the third quarter. Excluding the impact of the significant events detailed in the Adjusted Results (Non-GAAP) tables above, operating expenses increased by $8.4 million compared to the third quarter of 2014, driven primarily by:

• Higher professional fees by $12.7 million, mainly at BPPR due to higher legal fees by $5.7 million mostly as a result of the FDIC arbitration proceedings and other corporate matters completed during the quarter, an increase in technology services by $3.9 million, an increase in consulting and other professional services by $1.9 million and an increase in collection expenses by $1.1 million.
• Higher personnel cost by $3.2 million, mainly due to salaries expense as a result of bonus and incentives compensation.
• Higher net occupancy expense by $0.8 million, mainly at BPNA due to increase in property taxes.

These increases were partially offset by:

• Lower other operating expenses by $7.8 million, mainly due to lower provision for unused commitments.
• Lower other operating taxes by $1.0 million, mainly due to lower personal property taxes at BPPR.

Non-personnel credit-related costs, which include collections, appraisals, credit related fees, and OREO expenses, amounted to $27.2 million for the fourth quarter of 2014, compared with $25.8 million for the third quarter of 2014. The increase was principally due to higher collections expenses at BPPR.

Full-time equivalent employees (FTEs), including discontinued operations, were 7,752 as of December 31, 2014, compared with 7,848 as of September 30, 2014, and 8,059 as of December 31, 2013.

For a breakdown of operating expenses by category refer to table B.

Income taxes

Income tax expense amounted to $15.0 million for the fourth quarter of 2014, compared to $26.7 million, or $3.6 million on an adjusted basis, for the previous quarter. The effective income tax rate for the fourth quarter of 2014, on an adjusted basis, was 16%. Refer to earnings highlights section above for a description of adjusted results.

On July 1, 2014, the Government of Puerto Rico approved an amendment to the Internal Revenue Code, which, among other things, changed the income tax rate for capital gains from 15% to 20%. As a result, the Corporation recognized an income tax expense of approximately $20.0 million during the third quarter of 2014, mainly related to the deferred tax liability associated with the portfolio acquired from Westernbank.

During the third quarter of 2014, the Corporation recorded a favorable adjustment of approximately $6.1 million in connection with filing its tax returns for the year 2013. Also, the Corporation reversed approximately $3.6 million of reserves for uncertain tax positions due to the expiration of the statute of limitations in the Puerto Rico operations. Excluding these adjustments, the adjusted income tax expense would have been $13.3 million, for an effective tax rate of approximately 16% on the adjusted pre-tax income.

Credit Quality

The following table presents non-performing assets information:

Credit Quality

The Corporations credit quality trends during the fourth quarter of 2014 were stable with the US regions exhibiting continued improvements and the Puerto Rico region remaining in line with the prior quarter. The BPNA segment continued to reflect strong performance led by the improved risk profile of its loan portfolios, further strengthened by the sale of certain non-performing and legacy assets. Notwithstanding, Puerto Ricos fiscal and economic conditions continue to present a challenging operating environment.

The following presents credit quality performance for the fourth quarter of 2014 for the Corporations non-covered portfolios:

• Inflows of NPLs held-in-portfolio, excluding consumer loans, increased by $83.4 million, or 65.2%, from the previous quarter, primarily due to additions from the BPPR commercial portfolio, of which $75.0 million results from one particular public sector borrower.
• Non-performing loans held-in-portfolio increased slightly by $3.4 million, or 0.6%, during the quarter ended December 31, 2014, mainly driven by a $14.0 million increase in the BPPR segment, largely reflective of higher commercial inflows related to the aforementioned $75.0 million public sector borrower, offset by the return to accrual status of a previously disclosed $51.4 million addition during the first quarter of 2014. This increase was in part offset by a decline of $10.6 million in the BPNA segment, mostly related to commercial NPL resolutions and to the sale of certain mortgage non-performing loans as part of the ongoing US operations reorganization. At December 31, 2014, NPLs represented 3.2% of total loans held-in-portfolio, flat when compared to September 30, 2014.
• Net charge-offs, excluding write-downs, totaled $50.2 million, or an annualized 1.04% of average non-covered loans held-in-portfolio in the fourth quarter of 2014, compared to $40.5 million, or 0.83%, in the third quarter of 2014. The increase of $9.7 million was primarily driven by a $13.8 million increase in the BPPR segment, in part due to higher commercial recoveries during the third quarter of 2014. For the fourth quarter of 2014, total write-downs amounted to $3.4 million, of which $1.4 million resulted from the sale of approximately $28.2 million of U.S. non-performing and legacy bulk loan sales. Refer to Table J for further information on net charge-offs and related ratios.
• The allowance for loan losses remained essentially flat decreasing slightly by $2.0 million from the third quarter of 2014, prompted by a decline in the BPNA segment, primarily due to the aforementioned write-downs related to the sale of certain portfolios. The general and specific reserves related to non-covered loans totaled $379.6 million and $140.1 million, respectively, at quarter-end, compared with $389.7 million and $132.0 million, respectively, as of September 30, 2014. The ratio of the allowance for loan losses to loans held-in-portfolio stood at 2.68% in the fourth quarter of 2014, compared to 2.69% in the previous quarter.
• The ratio of the allowance for loan losses to NPLs held-in-portfolio stood at 83.1%, compared to 83.9% in the previous quarter.
• The provision for loan losses for the fourth quarter of 2014 totaled $51.6 million, decreasing by $16.5 million from the third quarter of 2014, due to reductions of $9.7 million and $6.9 million in the BPPR and the BPNA segments, respectively. The above mentioned write-downs of $3.4 million required a provision of $2.0 million, of which $0.9 million were associated with U.S. non-performing and legacy bulk loan sales.

BPPR Segment

• Inflows of NPLs held-in-portfolio, excluding consumer loans, increased by $83.0 million, or 70.0%, from the third quarter of 2014, mostly driven by higher commercial inflows of $88.7 million, primarily associated with the addition of a $75.0 million public sector borrower, as mortgage NPL inflows declined by $6.2 million from the previous quarter.
• Total non-performing loans held-in-portfolio increased by $14.0 million, or 2.4%, from the third quarter of 2014, mainly driven by higher commercial and mortgage NPLs of $12.8 million and $7.7 million, respectively, partially offset by a construction NPL decline of $5.3 million. As mentioned above, the commercial NPL increase was mainly driven by a $75.0 million public sector borrower, offset by the return to accrual status of the previously disclosed $51.4 million addition during the first quarter of 2014. At December 31, 2014, NPLs represented 3.8% of total loans held-in-portfolio, compared to 3.7% in the third quarter.
• Net charge-offs were $52.5 million, increasing by $13.8 million from the third quarter of 2014, primarily reflecting higher commercial NCOs of $12.9 million. The uptick in commercial net charge-offs derived from an increase in charge-offs of $8.0 million primarily related to a discounted pay-off transaction, and from higher recoveries of $4.9 million during the third quarter of 2014. The ratio of net charge-offs to average loans held-in-portfolio increased to 1.33% on an annualized basis from 0.98% in the previous quarter.
• The allowance for loan losses remained flat at $489.1 million, or 3.1%, as a percentage of loans held-in-portfolio. The ratio of the allowance for loan losses to NPLs held-in-portfolio stood at 80.7%, compared to 82.6% in the previous quarter.
• The provision for loan losses for the fourth quarter of 2014 amounted to $52.2 million, or 99% of net charge offs, decreasing by $9.7 million from the previous quarter. This decrease was predominantly driven by a higher quarter over quarter reserve increase during the third quarter of 2014, combined with the aforementioned NCO activity.

BPNA Segment

• Total NPLs held-in-portfolio decreased by $10.6 million, or 35.7%, from the third quarter of 2014. This decrease was primarily driven by a reduction in commercial and legacy NPLs of $5.6 million and $4.1 million, respectively, mainly as a result of loan resolutions. Mortgage NPLs decreased by $2.4 million, mainly as a result of the previously mentioned non-performing bulk loan sales. At December 31, 2014, NPLs represented 0.55% of total loans held-in-portfolio, compared to 0.84% in the third quarter.
• Excluding the $3.4 million write-downs of which $1.4 million were related to US non-performing and legacy assets, net charge-offs (recoveries) amounted to recoveries of $2.3 million, decreasing by $4.1 million from the previous quarter of 2014. The ratio of net charge-offs to average loans held-in-portfolio was a recovery of 27 basis points on an annualized basis, compared to 19 basis points in the previous quarter.
• The allowance for loan losses decreased by $1.7 million to $30.6 million from the third quarter of 2014, mainly due to the write-down related to the loans sold. The allowance for loan losses as a percentage of loans held-in-portfolio decreased to 0.88% from 0.91% in the previous quarter, reflective of the low risk profile of the portfolios. The ratio of allowance for loan losses to NPLs held-in-portfolio stood at 160.1%, compared to 108.5% in the previous quarter.
• The provision for loan losses in the fourth quarter of 2014 amounted to a provision release of approximately $0.6 million, decreasing by $6.9 million from the previous quarter. The above mentioned write-downs required a provision of $2.0 million of which $0.9 million were associated with U.S. non-performing and legacy bulk loan sales, compared to $12 million in the previous quarter.

Total assets decreased by $1.0 billion from the third quarter of 2014, driven by:

• A decrease of $1.1 billion in assets from discontinued operations as the Corporation completed the sale of the California regional operations. Refer to Table P.
• A decrease of $412.6 million in investment securities available for sale, of which $271.3 million was at BPNA mainly from CMOs and MBS, while BPPR decreased $138.3 million mainly from $234.8 million in US government securities, which was partially offset by an increase of $107.3 million in US treasury securities.
• A decrease of $138.7 million in FDIC loss share asset mainly due to collections and the amortization of the asset, as detailed in Table O.
• A decrease of $71.9 million in loans held for sale, mainly at BPNA driven by bulk sales of loans as part of its reorganization strategy.
• A decrease of $111.6 million in covered loans held-in-portfolio due to the normal run-off of the portfolio.
• A decrease of $20.9 million in other real estate due to the resolution non-performing assets.

These decreases were partially offset by:

• An increase in money market investments of $703.3 million, mainly due to lower trading activities on investment securities available for sale, as discussed above.

Total liabilities decreased by $1.0 billion from the third quarter of 2014, driven by:

• A decrease of $1.1 billion in liabilities from discontinued operations as the corporation completed the sale of the California regional operations. Refer to Table P.
• A decrease of $379.1 million in federal funds purchased and assets sold under agreements to repurchase due to a decrease of $479.0 million in repos mainly at BPNA, offset by an increase at BPPR of $100.0 million in federal funds purchased.

These decreases were partially offset by:

• An increase of $341.4 million in total deposits, mainly due to an increase of $324.0 million in time deposits and an increase of $279.8 million in demand deposits due to deposits in trust received at BPPR for the payment of debt instruments on behalf of the local government, which was partially offset by a decrease of $331.5 million in brokered deposits. Refer to Table G for the composition of deposits.
• An increase in other liabilities of $153.1 million driven by an increase of approximately $120.7 million in the minimum pension liability due to adjustments to the mortality table and the impact of using a lower discount rate.

Stockholders equity decreased by $27.0 million from the third quarter of 2014, mainly as a result of an increase of $79.8 million in accumulated other comprehensive loss, which was partially offset by net income for the quarter of $52.9 million. The other comprehensive loss includes an increase of approximately $103.0 million in the adjustment of pension and post retirement plans, net of tax, which was partially offset by an increase in unrealized gains from securities available for sale of $25.3 million. Refer to Table A for capital ratios.

The following table presents the preliminary regulatory capital ratios based on the current Basel I regulatory capital framework and under the Basel III Transitional Capital Rules for non-advanced approach banking organizations in effect as of January 1, 2015.

The reduction of 127 basis points in Tier 1 risk-based capital under Basel III relates mainly to the impact of the phase-out provisions of the New Capital Rules on the Corporations $427 million in trust preferred securities. Under Basel III, only 25% of the outstanding balance of these securities is allowed as Tier 1, with the remaining balance included in Total risk-based capital.

Refer to Table C for the Statements of Financial Condition.

Forward-Looking Statements

The information included in this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on managements current expectations and involve certain risks and uncertainties that may cause actual results to differ materially from those expressed in forward-looking statements. Factors that might cause such a difference include, but are not limited to (i) the rate of growth in the economy and employment levels, as well as general business and economic conditions; (ii) changes in interest rates, as well as the magnitude of such changes; (iii) the fiscal and monetary policies of the federal government and its agencies; (iv) changes in federal bank regulatory and supervisory policies, including required levels of capital and the impact of proposed capital standards on our capital ratios; (v) the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act on our businesses, business practices and cost of operations; (vi) regulatory approvals that may be necessary to undertake certain actions or consummate strategic transactions such as acquisitions and dispositions; (vii) the relative strength or weakness of the consumer and commercial credit sectors and of the real estate markets in Puerto Rico and the other markets in which borrowers are located; (viii) the performance of the stock and bond markets; (ix) competition in the financial services industry; (x) additional Federal Deposit Insurance Corporation assessments; and (xi) possible legislative, tax or regulatory changes. For a discussion of such factors and certain risks and uncertainties to which the Corporation is subject, see the Corporations Annual Report on Form 10-K for the year ended December 31, 2013, as well as its filings with the U.S. Securities and Exchange Commission. Other than to the extent required by applicable law, including the requirements of applicable securities laws, the Corporation assumes no obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements.

Founded in 1893, Popular, Inc. is the leading banking institution by both assets and deposits in Puerto Rico and ranks among the top 50 U.S. banks by assets. In the United States, Popular has established a community-banking franchise providing a broad range of financial services and products with branches in New York, New Jersey and Florida.

An electronic version of this press release can be found at the Corporations website: www.popular.com.

Popular will hold a conference call to discuss the financial results today Thursday, January 22, 2015, at 10:00 a.m. Eastern Standard Time. The call will be broadcast live over the Internet and can be accessed through the investor relations section of the Corporations website: www.popular.com.

Listeners are recommended to go to the website at least 15 minutes prior to the call to download and install any necessary audio software. The call may also be accessed through a dial-in telephone number 1-866-235-1201 or 1-412-902-4127.

A replay of the webcast will be archived in Populars website. A telephone replay will be available one hour after the end of the conference call through Friday, January 30, 2015. The replay dial in is 1-877-344-7529 or 1-412-317-0088. The replay passcode is 10058189.

CONTACT:
Popular, Inc.
Investor Relations:
Brett Scheiner, 212-417-6721
Investor Relations Officer
or
Media Relations:
Teruca Rull�n, 787-281-5170
Mobile: 917-679-3596
Senior Vice President, Corporate Communications