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): December 31, 2013





Santander Holdings USA, Inc.


(Exact name of registrant as specified in its charter)





Virginia1-1658123-2453088(State or other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)75 State Street, Boston, Massachusetts2109(Address of Principal Executive Offices)(Zip Code)





Registrant's telephone number, including area code: (617) 346-7200





n/a(Former name or former address 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))



































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Item 7.01  Regulation FD Disclosure


Santander Holdings USA, Inc. (the “Company”) is furnishing copies of slides, which will be used in connection with presentations on one or more occasions. The presentation materials are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein solely for purposes of this Item 7.01 disclosure.


The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company's SEC filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.


The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Further, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely by Regulation FD.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits





Exhibit No.Description99.1Presentation Materials of Santander Holdings USA, Inc., dated January 3, 2014.99.2Presentation Materials of Sovereign Bank, N.A. dated January 3, 2014.








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SIGNATURES


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.





SANTANDER HOLDINGS USA, INC.Dated: January 3, 2014By: /s/ Gerard A. ChamberlainName: Gerard A. ChamberlainTitle:   Senior Vice President and Assistant Secretary





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EXHIBIT INDEX








Exhibit No.Description99.1Presentation Materials of Santander Holdings USA, Inc., dated January 3, 2014.99.2Presentation Materials of Sovereign Bank, N.A. dated January 3, 2014.