Bond Santanderio 4.4% ( US80282KAP12 ) in USD

Santanderio

99.53 % ▲

United States

US80282KAP12 ( in USD )

4.4% per year ( payment 2 times a year)

12/07/2027

Prospectus brochure of the bond Santander US80282KAP12 en USD 4.4%, maturity 12/07/2027

2 000 USD

1 049 018 000 USD

80282KAP1

BBB+ ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

13/01/2026 ( In 160 days )

Santander is a Spanish multinational banking and financial services company headquartered in Santander, Cantabria, Spain.

The Bond issued by Santanderio ( United States ) , in USD, with the ISIN code US80282KAP12, pays a coupon of 4.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 12/07/2027

The Bond issued by Santanderio ( United States ) , in USD, with the ISIN code US80282KAP12, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Santanderio ( United States ) , in USD, with the ISIN code US80282KAP12, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B3 1 d517718d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-222511
PROSPECTUS

EXCHANGE OFFER FOR
$1,440,000,000 3.700% SENIOR NOTES DUE 2022
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
3.700% SENIOR NOTES DUE 2022
AND
$1,000,000,000 3.400% SENIOR NOTES DUE 2023
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
3.400% SENIOR NOTES DUE 2023
AND
$1,050,000,000 4.400% SENIOR NOTES DUE 2027
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
4.400% SENIOR NOTES DUE 2027

Santander Holdings USA, Inc. is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of
transmittal, to exchange an aggregate principal amount of up to $1,440,000,000 of our 3.700% Senior Notes due 2022 (the "2022 exchange notes")
for an equal principal amount of our outstanding 3.700% Senior Notes due 2022 (CUSIP Numbers 80282KAK2 and U8029KAA0) (the "2022 old
notes"), an aggregate principal amount of up to $1,000,000,000 of our 3.400% Senior Notes due 2023 (the "2023 exchange notes") for an equal
principal amount of our outstanding 3.400% Senior Notes due 2023 (CUSIP Numbers 80282KAQ9 and U8029KAH5) (the "2023 old notes") and
an aggregate principal amount of up to $1,050,000,000 of our 4.400% Senior Notes due 2027 (the "2027 exchange notes") for an equal principal
amount of our outstanding 4.400% Senior Notes due 2027 (CUSIP Numbers 80282KAN6 and U8029KAE2) (the "2027 old notes"). We refer to
the 2022 exchange notes, the 2023 exchange notes and the 2027 exchange notes collectively as the "exchange notes" and the 2022 old notes, the
2023 old notes and the 2027 old notes collectively as the "old notes." The exchange notes will represent the same debt as the old notes and we will
issue the exchange notes under the same respective indentures as the old notes. We refer to the exchange notes and the old notes collectively as the
"notes." We refer to the 2022 exchange notes and the 2022 old notes collectively as the "2022 notes", the 2023 exchange notes and the 2023 old
notes collectively as the "2023 notes" and the 2027 exchange notes and the 2027 old notes collectively as the "2027 notes." We refer to the
exchange of the 2022 exchange notes for the 2022 old notes as the "2022 exchange offer", the exchange of the 2023 exchange notes for the 2023
old notes as the "2023 exchange offer" and the exchange of the 2027 exchange notes for the 2027 old notes as the "2027 exchange offer." We refer
to the 2022 exchange offer, the 2023 exchange offer and the 2027 exchange offer collectively as the "exchange offer."
Table of Contents
The exchange offer expires at 5:00 p.m., New York City time, on March 1, 2018, unless extended.
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Terms of the Exchange Offer

· We will issue exchange notes for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

· You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

· The terms of the exchange notes are identical in all material respects (including principal amount, interest rate, maturity and redemption
rights) to the old notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions

or be entitled to registration rights and the exchange notes will not have the right to earn additional interest under circumstances relating to
our registration obligations.

· The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax

purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

· There is no currently existing trading market for the exchange notes to be issued, and we do not intend to apply for listing on any securities

exchange or to seek quotation on any automated dealer quotation system.
See "Risk Factors" beginning on page 8 for a discussion of the factors you should consider in connection
with the exchange offer.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by
so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). This prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such
broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration
date of the exchange offer, we will use commercially reasonable best efforts to amend or supplement this prospectus in order to expedite or
facilitate the disposition of any exchange notes by such broker-dealers. See "Plan of Distribution."
The date of this prospectus is February 1, 2018.
Table of Contents
Table of Contents

Information Incorporated by Reference
iii
Where You Can Find More Information
iv
Forward-Looking Information
v
Summary
1
Summary Terms of the Exchange Notes
5
Risk Factors
8
Selected Financial Data
14
Ratio of Earnings to Fixed Charges
17
Use of Proceeds
18
Description of the Exchange Notes
19
Book-Entry Settlement and Clearance
30
Exchange Offer
33
Certain U.S. Federal Income Tax Considerations
43
Plan of Distribution
44
Legal Matters
45
Experts
45

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Table of Contents
Santander Holdings USA, Inc. is a Virginia corporation. The mailing address of our principal executive offices is 75 State Street, Boston, MA
02109, and our telephone number at that location is (617) 346-7200.
In this prospectus, unless we indicate otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the
"Company" refer to Santander Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively.
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. The
information contained in or incorporated by reference into this prospectus is accurate as of the date of the document containing such
information regardless of the time of any offer of the exchange notes. The business, financial condition, results of operations or cash flows
of SHUSA may have changed since such date.

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Information Incorporated by Reference
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" in this prospectus the information in other
documents that we file with it, which means that we can disclose important information to you by referring you to those publicly filed documents.
The information incorporated by reference is considered to be a part of this prospectus, and information in documents that we file later with the
SEC will automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus or a
prospectus supplement. Accordingly, we incorporate by reference in this prospectus the documents listed below and any future filings that we may
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the
date of the initial registration statement and prior to effectiveness of the registration statement and after the date of this prospectus and prior to the
termination of the offering under this prospectus (excluding in each case information furnished pursuant to Item 2.02 or Item 7.01 of any Current
Report on Form 8-K unless we specifically state in such Current Report that such information is to be considered "filed" under the Exchange Act,
or we incorporate it by reference into a filing under the Securities Act or the Exchange Act):

·
Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 20, 2017;

·
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2017, filed on May 11, 2017, for the quarter ended June 30, 2017,

filed on August 11, 2017, and for the quarter ended September 30, 2017, filed on November 13, 2017;

·
Current Reports on Form 8-K filed on January 3, 2017, March 1, 2017, March 22, 2017 (three Forms 8-K), March 24, 2017, March 27,

2017, June 22, 2017, June 28, 2017, July 10, 2017 (two Forms 8-K), July 13, 2017, July 14, 2017, August 28, 2017, October 11, 2017,
October 17, 2017, October 25, 2017, November 17, 2017 and December 18, 2017.
The Company will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus,
excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You can request copies of these
documents by visiting our website at http://www.santanderbank.com, by contacting us at our Investor Relations Department, Santander Holdings
USA, Inc., 75 State Street, Boston, Massachusetts 02109 or by phone at (617) 346-7200.
To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than February
22, 2018. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration
date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See "Exchange Offer" for more detailed
information.
Except as expressly provided above, no other information is incorporated by reference into this prospectus.

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Where You Can Find More Information
We have filed with the SEC a registration statement on Form S-4 under the Securities Act that registers the exchange notes that will be offered in
exchange for the old notes. The registration statement, including the attached exhibits and schedules, contains additional relevant information about
us and the exchange notes. The rules and regulations of the SEC allow us to omit from this document certain information included in the
registration statement.
We are subject to the informational requirements of the Exchange Act and file reports and other information with the SEC. The public may read
and copy any reports or other information that we file with the SEC at the SEC's public reference room, 100 F Street NE, Washington, D.C.
20549-2521. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at
http://www.sec.gov. In addition, the Company makes available, free of charge through its website www.santanderus.com, its Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable
after they have been electronically filed with (or furnished to) the SEC.
Neither the information on the Company's website, nor the information on the website of any Santander business, is incorporated by reference in
this prospectus, or in any other filings with, or in any other information furnished or submitted to, the SEC.

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Forward-Looking Information
This prospectus, including information incorporated by reference into this prospectus, contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance
of the Company. Words such as "may," "could," "should," "looking forward," "will," "would," "believe," "expect," "hope," "anticipate,"
"estimate," "intend," "plan," "assume," "goal," "seek" or similar expressions are intended to indicate forward-looking statements.
Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date on which the
statements are made, these statements are not guarantees of future performance and involve risks and uncertainties based on various factors and
assumptions, many of which are beyond the Company's control. For more information regarding these risks and uncertainties as well as additional
risks that the Company faces, refer to the Risk Factors detailed in Item 1A of Part 1 of the Company's annual report on Form 10-K for the year
ended December 31, 2016 as well as those discussed elsewhere in this prospectus. Among the factors that could cause SHUSA's financial
performance to differ materially from that suggested by forward-looking statements are:

·
the effects of regulation and/or policies of the Board of Governors of the Federal Reserve System (the "Federal Reserve"), the Federal
Deposit Insurance Corporation (the "FDIC"), the Office of the Comptroller of the Currency and the Consumer Financial Protection
Bureau, and other changes in monetary and fiscal policies and regulations, including interest rate policies of the Federal Reserve, as

well as in the impact of changes in and interpretations of generally accepted accounting principles in the United States of America
("GAAP"), the failure to adhere to which could subject the Company to formal or informal regulatory compliance and enforcement
actions;

·
the strength of the United States economy in general and regional and local economies in which the Company conducts operations in

particular, which may affect, among other things, the level of non-performing assets, charge-offs, and provisions for credit losses;

·
the ability of certain European member countries to continue to service their debt and the risk that a weakened European economy could

negatively affect U.S.-based financial institutions, counterparties with which the Company does business, as well as the stability of
global financial markets;

·
inflation, interest rate, market and monetary fluctuations, which may, among other things, reduce net interest margins, impact funding

sources and affect the ability to originate and distribute financial products in the primary and secondary markets;

·
regulatory uncertainties and changes faced by financial institutions in the U.S. and globally arising from the U.S. presidential

administration and Congress and the potential impact those uncertainties and changes could have on the Company's business, results of
operations, financial condition or strategy;

·
adverse movements and volatility in debt and equity capital markets and adverse changes in the securities markets, including those

related to the financial condition of significant issuers in the Company's investment portfolio;

·
the Company's ability to grow revenue, manage expenses, attract and retain highly-skilled people and raise capital necessary to achieve
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its business goals and comply with regulatory requirements;

·
the Company's ability to effectively manage its capital and liquidity, including approval of its capital plans by its regulators;

·
changes in credit ratings assigned to the Company or its subsidiaries;

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·
the Company's ability to timely develop competitive new products and services in a changing environment that are responsive to the
needs of the Company's customers and are profitable to the Company, the acceptance of such products and services by customers, and

the potential for new products and services to impose additional costs on the Company and expose the Company to increased
operational risk;

·
competitors of the Company that may have greater financial resources or lower costs, may innovate more effectively, or may develop

products and technology that enable those competitors to compete more successfully than the Company;

·
changes in customer spending or savings behavior;

·
the ability of the Company and its third-party vendors to convert and maintain the Company's data processing and related systems on a

timely and acceptable basis and within projected cost estimates;

·
the Company's ability to control operational risks, data security breach risks and outsourcing risks, and the possibility of errors in

quantitative models the Company uses to manage its business, including as a result of cyber attacks, technological failure, human error,
fraud or malice, and the possibility that the Company's controls will prove insufficient, fail or be circumvented;

·
the outcome of ongoing tax audits by federal, state and local income tax authorities that may require the Company to pay additional

taxes or recover fewer overpayments compared to what has been accrued or paid as of period-end;

·
acts of terrorism or domestic or foreign military conflicts; and acts of God, including natural disasters;

·
the costs and effects of regulatory or judicial proceedings; and

·
adverse publicity, whether specific to the Company or regarding other industry participants or industry-wide factors, or other

reputational harm.
We are not under any obligation to, and do not intend to, publicly update or review any of these forward-looking statements, whether as a result of
new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by
those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this prospectus and in
our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and
results of operations.

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Summary
This summary highlights information that is contained elsewhere in this prospectus. It does not contain all the information that you may
consider important in making your investment decision. Therefore, you should read the entire prospectus carefully, including the information
in the section entitled "Risk Factors" and our financial statements and the related notes thereto and other financial data included elsewhere
in this prospectus, as well as the information incorporated by reference into this prospectus.
Our Company
The Company is the parent holding company of Santander Bank, National Association (the "Bank"), a national banking association, and
owns a majority interest (approximately 68%) of Santander Consumer USA Holdings Inc. (together with its subsidiaries, "SC"), a specialized
consumer finance company focused on vehicle finance and third-party servicing. The Company is headquartered in Boston, Massachusetts
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and the Bank's main office is in Wilmington, Delaware. SC is headquartered in Dallas, Texas. The Company is a wholly-owned subsidiary of
Banco Santander, S.A. ("Banco Santander"). The Company is also the parent company of Santander BanCorp (together with its subsidiaries,
"Santander BanCorp"), a holding company headquartered in Puerto Rico which offers a full range of financial services through its wholly-
owned banking subsidiary, Banco Santander Puerto Rico; Santander Securities LLC ("SSLLC"), a broker-dealer located in Boston; Banco
Santander International ("BSI"), an Edge Act corporation located in Miami which offers a full range of banking services to foreign individuals
and corporations based primarily in Latin America; Santander Investment Securities Inc. ("SIS"), a registered broker-dealer located in New
York providing services in investment banking, institutional sales, trading and offering research reports of Latin American and European
equity and fixed-income securities; and several other subsidiaries.
The Bank, previously named Sovereign Bank, National Association, changed its name to Santander Bank, National Association on
October 17, 2013. The Bank's principal markets are in the Mid-Atlantic and Northeastern United States. At December 31, 2016, the Bank had
675 branches and 2,100 automated teller machines across its footprint. The Bank uses its deposits, as well as other financing sources, to fund
its loan and investment portfolios. The Bank earns interest income on its loan and investment portfolios. In addition, the Bank generates
non-interest income from a number of sources, including deposit and loan services, sales of loans and investment securities, capital markets
products and bank-owned life insurance. The Bank's principal non-interest expenses include employee compensation and benefits, occupancy
and facility-related costs, technology and other administrative expenses. The volumes, and accordingly the financial results, of the Bank are
affected by the economic environment, including interest rates and consumer and business confidence and spending, as well as the competitive
conditions within the Bank's geographic footprint.
SC's primary business is the indirect origination of retail installment contracts ("RICs"), principally through manufacturer-franchised
dealers in connection with their sales of new and used vehicles to retail consumers. SC also offers a full spectrum of auto financing products
and services to Chrysler customers and dealers under the Chrysler Capital brand, the trade name used in providing services under the 10-year
private label financing agreement with Fiat Chrysler Automobiles US LLC, formerly Chrysler Group LLC, signed by SC in 2013. These
products and services include consumer RICs and leases, as well as dealer loans for inventory, construction, real estate, working capital and
revolving lines of credit. SC also originates vehicle loans through a web-based direct lending program, purchases vehicle retail installment
contracts from other lenders, and services automobile and recreational and marine vehicle portfolios for other lenders. Additionally, SC has
several relationships through which it provides personal unsecured consumer loans, private-label credit cards and other consumer finance
products. Common stock of SC is listed for trading on the New York Stock Exchange under the trading symbol "SC."
Company Information
Santander is a Virginia corporation. The mailing address of SHUSA's principal executive offices is 75 State Street, Boston, MA 02109.
Santander's telephone number is (617) 346-7200. Santander also maintains a website at www.santanderus.com. Information contained in or
linked to or from our website is not a part of, and is not incorporated by reference into, this prospectus.
Table of Contents
Summary Terms of the Exchange Offer
Set forth below is a brief summary of some of the principal terms of the exchange offer. In this summary of the offering, unless we indicate
otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the "Company" refer to Santander
Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively. You should also read the information in the
section entitled "Exchange Offer" later in this prospectus for a more detailed description and understanding of the terms of the notes.

The Exchange Offer
We are offering to exchange (i) up to $1,440,000,000 in aggregate principal amount of
our 2022 exchange notes for an equal principal amount of our 2022 old notes, (ii) up to
$1,000,000,000 in aggregate principal amount of our 2023 exchange notes for an equal
principal amount of our 2023 old notes and (iii) up to $1,050,000,000 in aggregate
principal amount of our 2027 exchange notes for an equal principal amount of our 2027
old notes.

Expiration of The Exchange Offer; Withdrawal of The exchange offer will expire at 5:00 p.m., New York City time, on March 1, 2018, or
Tender
a later date and time to which we may extend it. We do not currently intend to extend
the expiration of the exchange offer. You may withdraw your tender of old notes in the
exchange offer at any time before the expiration of the exchange offer. Any old notes
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not accepted for exchange for any reason will be returned without expense to you
promptly after the expiration or termination of the exchange offer.

Conditions to the Exchange Offer
The exchange offer is not conditioned upon any minimum aggregate principal amount
of old notes being tendered for exchange. The exchange offer is subject to customary
conditions, which we may waive. See "Exchange Offer--Conditions" for more
information regarding the conditions to the exchange offer.

Procedures for Tendering Notes
To tender old notes held in book-entry form through the Depository Trust Company, or
"DTC," you must transfer your old notes into the exchange agent's account in
accordance with DTC's Automated Tender Offer Program, or "ATOP" system. In lieu
of delivering a letter of transmittal to the exchange agent, a computer-generated
message, in which the holder of the old notes acknowledges and agrees to be bound by
the terms of the letter of transmittal, must be transmitted by DTC on behalf of a holder
and received by the exchange agent before 5:00 p.m., New York City time, on the
expiration date. In all other cases, a letter of transmittal must be manually executed and
received by the exchange agent before 5:00 p.m., New York City time, on the expiration
date.

By signing, or agreeing to be bound by, the letter of transmittal, you will represent to us

that, among other things:

· any exchange notes to be received by you will be acquired in the ordinary course

of your business;

· you have no arrangement, intent or understanding with any person to participate in

the distribution of the exchange notes (within the meaning of the Securities Act);

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· you are not engaged in and do not intend to engage in a distribution of the

exchange notes (within the meaning of the Securities Act);

· you are not our "affiliate" (as defined in Rule 405 under the Securities Act); and

· if you are a broker-dealer that will receive exchange notes for your own account in
exchange for old notes that were acquired as a result of market-making activities

or other trading activities, you will deliver or make available a prospectus in
connection with any resale of the exchange notes.

Special Procedures for Beneficial Owners
If you are a beneficial owner whose old notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee, and you want to tender old
notes in the exchange offer, you should contact the registered owner promptly and
instruct the registered holder to tender on your behalf. If you wish to tender on your own
behalf, you must, before completing and executing the letter of transmittal and
delivering your old notes, either make appropriate arrangements to register ownership of
the old notes in your name or obtain a properly completed bond power from the
registered holder. See "Exchange Offer--Procedures for Tendering."

Guaranteed Delivery Procedures
If you wish to tender your old notes, and time will not permit your required documents
to reach the exchange agent by the expiration date, or the procedure for book-entry
transfer cannot be completed on time, you may tender your old notes under the
procedures described under "Exchange Offer--Guaranteed Delivery Procedures."

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Consequences of Failure to Exchange
Holders of old notes do not have any appraisal or dissenters' rights in connection with
the exchange offer. Any old notes that are not tendered in the exchange offer, or that are
not accepted in the exchange, will remain subject to the restrictions on transfer
applicable to such old notes. Since the old notes have not been registered under the U.S.
federal securities laws, you will not be able to offer or sell the old notes except under an
exemption from the requirements of the Securities Act or unless the old notes are
registered under the Securities Act. Upon the completion of the exchange offer, we will
have no further obligations, except under limited circumstances, to provide for
registration of the old notes under the U.S. federal securities laws. See "Exchange Offer
--Consequences of Failure to Tender."

Certain U.S. Federal Income Tax Considerations The exchange of old notes for exchange notes in the exchange offer will not constitute a
taxable exchange for U.S. federal income tax purposes. See "Certain U.S. Federal
Income Tax Considerations."

Transferability
Under existing interpretations of the Securities Act by the staff of the SEC contained in
several no-action letters to third parties, and subject to the immediately following
sentence, we believe that the exchange notes will generally be freely transferable by
holders after

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the exchange offer without further compliance with the registration and prospectus
delivery requirements of the Securities Act (subject to certain representations required

to be made by each holder of old notes, as set forth under "Exchange Offer--
Procedures for Tendering"). However, any holder of old notes who:

· is one of our "affiliates" (as defined in Rule 405 under the Securities Act),

· does not acquire the exchange notes in the ordinary course of business,

· distributes, intends to distribute, or has an arrangement or understanding with any

person to distribute the exchange notes as part of the exchange offer, or

· is a broker-dealer who purchased old notes from us in the initial offering of the old

notes for resale pursuant to Rule 144A or any other available exemption under the
Securities Act,

will not be able to rely on the interpretations of the staff of the SEC, will not be
permitted to tender old notes in the exchange offer and, in the absence of any

exemption, must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any resale of the exchange notes.

Our belief that transfers of exchange notes would be permitted without registration or
prospectus delivery under the conditions described above is based on SEC
interpretations given to other, unrelated issuers in similar exchange offers. We cannot

assure you that the SEC would make a similar interpretation with respect to our
exchange offer. We will not be responsible for or indemnify you against any liability
you may incur under the Securities Act.

Each broker-dealer that receives exchange notes for its own account under the exchange
offer in exchange for old notes that were acquired by the broker-dealer as a result of

market-making or other trading activity must acknowledge that it will deliver a
prospectus in connection with any resale of the exchange notes. See "Plan of
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Distribution."

Use of Proceeds
We will not receive any cash proceeds from the issuance of the exchange notes pursuant
to the exchange offer.

Exchange Agent
Deutsche Bank Trust Company Americas is the exchange agent for the exchange offer.
The address and telephone number of the exchange agent are set forth under "Exchange
Offer--Exchange Agent."

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Summary Terms of the Exchange Notes
Set forth below is a brief summary of some of the principal terms of the exchange notes. In this summary of the offering, unless we indicate
otherwise or the context requires, "we," "us," "our," "Santander," "SHUSA," the "Issuer" and the "Company" refer to Santander
Holdings USA, Inc. and "notes" refers to the old notes and the exchange notes collectively. You should also read the information in the
section entitled "Description of the Exchange Notes" later in this prospectus for a more detailed description and understanding of the terms
of the exchange notes.
The exchange notes will be identical in all material respects to the old notes for which they have been exchanged, except:

·
the offer and sale of the exchange notes will have been registered under the Securities Act, and thus the exchange notes generally

will not be subject to the restrictions on transfer applicable to the old notes or bear restrictive legends,

·
the exchange notes will not be entitled to registration rights, and

·
the exchange notes will not have the right to earn additional interest under circumstances relating to our registration obligations.

Issuer
Santander Holdings USA, Inc.

Securities Offered
$1,440,000,000 aggregate principal amount of 3.700% Senior Notes due 2022.

$1,000,000,000 aggregate principal amount of 3.400% Senior Notes due 2023.

$1,050,000,000 aggregate principal amount of 4.400% Senior Notes due 2027.

Maturity
The 2022 exchange notes will mature on March 28, 2022.

The 2023 exchange notes will mature on January 18, 2023.

The 2027 exchange notes will mature on July 13, 2027.

Interest
We will pay interest on the 2022 exchange notes on March 28 and September 28 of each
year, beginning on March 28, 2018. The 2022 exchange notes will accrue interest at
3.700% per annum, payable semiannually in arrears. The 2022 exchange notes will bear
interest from (and including) September 28, 2017, or from the most recent date to which
interest has been paid or provided for.

We will pay interest on the 2023 exchange notes on January 18 and July 18 of each year,
beginning on July 18, 2018. The 2023 exchange notes will accrue interest at 3.400% per

annum, payable semiannually in arrears. The 2023 exchange notes will bear interest
from (and including) December 18, 2017, or from the most recent date to which interest
has been paid or provided for.
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We will pay interest on the 2027 exchange notes on January 13 and July 13 of each year,
beginning on July 13, 2018. The 2027 exchange notes will accrue interest at 4.400% per

annum, payable semiannually in arrears. The 2027 exchange notes will bear interest
from (and including) January 13, 2018, or from the most recent date to which interest
has been paid or provided for.

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Table of Contents
Ranking
The exchange notes will be our senior unsecured obligations and will rank equally with
all of our other unsecured and unsubordinated debt, rank senior in right of payment to
all of our existing and future obligations that are by their terms expressly subordinated
in right of payment to the exchange notes, and will be effectively subordinated to our
existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness and structurally subordinated to the existing and future
indebtedness and other liabilities of our subsidiaries.

As of September 30, 2017, our subsidiaries had, in the aggregate, outstanding debt and
other liabilities, including deposits, of $101.4 billion. All of such debt and other

liabilities would rank structurally senior to the notes in case of liquidation or otherwise.
As of September 30, 2017, the Company itself had an aggregate of $6.9 billion of
outstanding senior debt and $0.15 billion of outstanding junior subordinated debt.

Optional Redemption
The 2022 exchange notes will be redeemable in whole or in part by the Company on or
after the 30th day prior to the maturity date at 100% of the principal amount of the 2022
exchange notes (par), plus accrued and unpaid interest thereon to the date of
redemption.

The 2023 exchange notes will be redeemable in whole or in part by the Company on or
after the 30th day prior to the maturity date at 100% of the principal amount of the 2023

exchange notes (par), plus accrued and unpaid interest thereon to the date of
redemption.

The 2027 exchange notes will be redeemable in whole or in part by the Company on or
after the 90th day prior to the maturity date at 100% of the principal amount of the 2027

exchange notes (par), plus accrued and unpaid interest thereon to the date of
redemption.

Other than as described in the preceding three sentences, the exchange notes are not

redeemable prior to maturity.

Form and Denomination
We will issue the exchange notes in fully registered form in denominations of $2,000
and integral multiples of $1,000 in excess thereof. Each of the exchange notes will be
represented by one or more global securities registered in the name of a nominee of The
Depository Trust Company ("DTC"). You will hold a beneficial interest in one or more
of the exchange notes through DTC, and DTC and its direct and indirect participants
will record your beneficial interest in their books. Except under limited circumstances,
we will not issue certificated exchange notes.

Further Issuances
We may create and issue additional notes having the same terms as, and ranking equally
with, the 2022 exchange notes and the 2022 old notes, the 2023 exchange notes and the
2023 old notes or the 2027 exchange notes and the 2027 old notes in all respects (except
for the date of issuance, issue price, the initial interest accrual date and amount of
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Document Outline

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