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,
 or
 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.
  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)
  Registrants Telephone Number
 Securities registered pursuant to Section 12(b) of the Act:
 Title
    
    Name of Exchange on Which RegisteredDepository Shares for Series C non-cumulative preferred stock
    
    NYSE7.75% Capital Securities (Sovereign Capital Trust V)
    
    NYSE
 Securities registered pursuant to Section 12(g) of the Act:
  Yes o No þ
 Yes o No þ
 Yes þ No o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 Yes o No þ




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EXPLANATORY NOTE
   1




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PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 (a) 1. Financial Statements.
  
    
    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.
  (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
    *
    
    Previously filed with the registrants Annual Report on
    Form 10-K
    filed with the U.S. Securities and Exchange Commission on
    March 10, 2011  2




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Signatures
  SANTANDER HOLDINGS USA, INC.
(Registrant)By:
    /s/ Jorge MoránName:
    Jorge MoránTitle:
    President, Chief Executive Officer   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, 2011Chief Administration Officer(Principal Financial Officer)
  3