UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

		for the fiscal year ended December 31, 2010,

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

		for the transition period from N/A to                      .

Commission File Number 001-16581

SANTANDER HOLDINGS USA, INC.

(Exact name of Registrant as specified in its charter)

Virginia		23-2453088
(State or other Jurisdiction		(I.R.S. Employer Identification No.)
of Incorporation or Organization)
75 State Street, Boston, Massachusetts		02109
(Address of Principal Executive Offices)		(Zip Code)

(617) 346-7200

Title		Name of Exchange on Which Registered
Depository Shares for Series C non-cumulative preferred stock		NYSE
7.75% Capital Securities (Sovereign Capital Trust V)		NYSE

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

No Common Stock of the Registrant was held by nonaffiliates of the Registrant at June 30, 2010. As of February 28, 2011, the Registrant had 517,107,043 shares of Common Stock outstanding.

 

 

EXPLANATORY NOTE

     This Amendment No. 1 to the Annual Report on Form 10-K/A (this “Amendment No. 1”) of Santander Holdings USA, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, which was filed with the U.S. Securities and Exchange Commission on March 10, 2011 (the “Original Filing”). The Company is filing this Amendment No. 1 solely to file, as Exhibit 3.4 to this Amendment No. 1, a further amendment and restatement of the Company’s Amended and Restated Bylaws, which were filed as Exhibit 3.4 to the Original Filing. On January 20, 2010, the sole shareholder of the Company, acting by written consent, amended the Amended and Restated Bylaws of the Company to increase the number of directors on the Company’s board of directors from nine (9) to ten (10).

     In addition, as required by Rule 12b-15 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1. Except as described above, no other amendments are being made to the Original Filing. This Amendment No. 1 does not reflect events after the filing of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. Pursuant to Rule 12b-15 promulgated under the Exchange Act, the complete text of Part IV, Item 15, as amended, is set forth in this Amendment No. 1.

PART IV

Item 15.		Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements.

The following financial statements are filed as part of this report:

	•		Consolidated Balance Sheets
	•		Consolidated Statements of Operations
	•		Consolidated Statements of Stockholders’ Equity
	•		Consolidated Statements of Cash Flows
	•		Notes to Consolidated Financial Statements

2. Financial Statement Schedules.

Financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.

(b) Exhibits.

	(2.1	)		Transaction Agreement, dated as of October 13, 2008, between Santander Holdings USA, Inc. and Banco Santander, S.A. (Incorporated by reference to Exhibit 2.1 to SHUSA’s Current Report on Form 8-K filed October 16, 2008)
	(3.1	)		Amended and Restated Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to SHUSA’s Current Report on Form 8-K filed January 30, 2009)
	(3.2	)		Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to SHUSA’s Current Report on Form 8-K filed March 27, 2009)
	(3.3	)		Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to SHUSA’s Current Report on Form 8-K filed February 5, 2010)
	(3.4	)		Amended and Restated Bylaws of Santander Holdings USA, Inc., as amended and restated on January 20, 2010
	(4.1	)		Santander Holdings USA, Inc. has certain debt obligations outstanding. None of the instruments evidencing such debt authorizes an amount of securities in excess of 10% of the total assets of Santander Holdings USA, Inc. and its subsidiaries on a consolidated basis; therefore, copies of such instruments are not included as exhibits to this Annual Report on Form 10-K. Santander Holdings USA, Inc. agrees to furnish copies to the SEC on request
	(4.2	)		Fiscal Agency Agreement dated December 22, 2008 between Sovereign Bank and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (Incorporated by reference to Exhibit 4.1 to SHUSA’s Current Report on Form 8-K filed December 22, 2008)
	(4.3	)		Fiscal Agency Agreement dated December 22, 2008 between Santander Holdings USA, Inc. and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (Incorporated by reference to Exhibit 4.2 to SHUSA’s Current Report on Form 8-K filed December 22, 2008)
	(10.1	)		Commercial Paper Dealer Agreement between Santander Holdings USA, Inc. and Santander Investment Securities Inc., dated as of July 15, 2010 (Incorporated by reference to Exhibit 10.1.1 to SHUSA’s Current Report on Form 8-K filed July 21, 2010)
	(16.1	)		Letter from Ernst & Young LLP, dated March 27, 2009 (Incorporated by reference to Exhibit 16.1 to SHUSA’s Current Report on Form 8-K filed March 27, 2009)
	(16.2	)		Letter from Ernst & Young, dated April 9, 2009 (Incorporated by reference to Exhibit 16.1 to SHUSA’s Current Report on Form 8-K filed April 9, 2009)
	*(21	)		Subsidiaries of Registrant
	*(23.1	)		Consent of Ernst & Young LLP
	*(23.2	)		Consent of Deloitte & Touche LLP
	(31.1	)		Chief Executive Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
	(31.2	)		Chief Financial Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act
	(32.1	)		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	(32.2	)		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 14, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Jorge Morán   Jorge Morán		President Chief Executive Officer (Principal Executive Officer)		March 14, 2011
/s/ Guillermo Sabater   Guillermo Sabater		Senior Executive Vice President Chief Financial Officer		March 14, 2011
		Chief Administration Officer
		(Principal Financial Officer)