Obligation Santanderio 3.5% ( US80282KAW62 ) en USD

Santanderio

100 % ▲

Etats-unis

US80282KAW62 ( en USD )

3.5% par an ( paiement semestriel )

06/06/2024 - Obligation échue

Prospectus brochure de l'obligation Santander US80282KAW62 en USD 3.5%, échue

2 000 USD

1 000 000 000 USD

80282KAW6

BBB+ ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Santander est une banque multinationale espagnole offrant une large gamme de services financiers à travers le monde.

L'Obligation émise par Santanderio ( Etats-unis ) , en USD, avec le code ISIN US80282KAW62, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/06/2024

L'Obligation émise par Santanderio ( Etats-unis ) , en USD, avec le code ISIN US80282KAW62, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Santanderio ( Etats-unis ) , en USD, avec le code ISIN US80282KAW62, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-222194
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered(1)

Per Unit

Offering Price

Registration Fee(1)
3.500% Senior Notes due 2024

$1,000,000,000

99.914%

$999,140,000

$121,095.77

This filing fee is calculated in accordance with Rule 457(r) and relates to the Registration Statement on Form S-3 (File No. 333-222194) filed by the
Registrant on December 20, 2017.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 20, 2017)
$1,000,000,000

SANTANDER HOLDINGS USA, INC.
3.500% Senior Notes due 2024

Santander Holdings USA, Inc., a Virginia corporation ("SHUSA" or the "Company"), is offering $1,000,000,000 aggregate principal amount of
its 3.500% Senior Notes due 2024 (the "notes"). The Company will receive all of the net proceeds from the sale of the notes.
The Company will pay interest on the notes at an annual rate of 3.500% per year and will pay interest on June 7 and December 7 of each year,
beginning on December 7, 2019.
The notes will mature on June 7, 2024. The Company may, at its option, redeem, in whole or in part, the notes at any time on or after
December 4, 2019 (180 days after the issue date) (or, if additional notes are issued, beginning 180 days after the issue date of such additional notes) and
prior to May 7, 2024, at the applicable redemption price described herein under "Description of NotesRedemption." The notes will be redeemable in
whole or in part by the Company on or after the 31st day prior to their maturity date at 100% of the principal amount of the notes (par), plus accrued and
unpaid interest thereon to but not including the date of redemption.
Each series of the notes will be issued in denominations of $2,000, and integral multiples of $1,000 in excess thereof. The notes are unsecured,
unsubordinated obligations of the Company and will rank equally with all of its other unsecured and unsubordinated debt.
These securities are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (the "FDIC") or any other
governmental agency, nor are obligations of, or guaranteed by, a bank.
Investing in the notes involves a high degree of risk. Before buying any notes, you should read the discussion of risks of investing in our
notes in "Risk Factors" beginning on page S-7 of this prospectus supplement.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.

Per

Note

Total

Public Offering Price

99.914%
$999,140,000
Underwriting Discount

0.350%
$
3,500,000
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Proceeds, Before Expenses, to the Company

99.564%
$995,640,000
The underwriters are offering the notes as set forth under "Underwriting; Conflicts of Interest." The underwriters expect to deliver the notes to
purchasers in book-entry form only, through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream
Banking, société anonyme and the Euroclear Bank, S.A./N.V., against payment on or about June 7, 2019.

Joint Book-Running Managers

Barclays
Citigroup
RBC Capital Markets
Santander

Co-Managers

J.P. Morgan

TD Securities

Deutsche Bank Securities

The date of this Prospectus Supplement is June 4, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-i
FORWARD-LOOKING STATEMENTS

S-ii
AVAILABLE INFORMATION

S-v
SUMMARY

S-1
RISK FACTORS

S-7
USE OF PROCEEDS

S-13
CAPITALIZATION

S-14
DESCRIPTION OF THE NOTES

S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-22
UNDERWRITING; CONFLICTS OF INTEREST

S-27
SELLING RESTRICTIONS

S-29
VALIDITY OF THE NOTES

S-32
EXPERTS

S-32
Prospectus

ABOUT THIS PROSPECTUS

ii
AVAILABLE INFORMATION

iii
FORWARD-LOOKING STATEMENTS

v
SUMMARY

1
RISK FACTORS

3
USE OF PROCEEDS

4
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES

5
DESCRIPTION OF DEBT SECURITIES WE MAY OFFER

6
DESCRIPTION OF OTHER SECURITIES WE MAY OFFER

28
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE

29
VALIDITY OF OFFERED SECURITIES

34
EXPERTS

34
PLAN OF DISTRIBUTION; CONFLICTS OF INTEREST

35

We have provided only the information contained in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference. Neither we nor any underwriter has authorized anyone to provide information different from that contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference. Neither the delivery of this prospectus
supplement nor sale of the notes means that information contained in this prospectus supplement, the accompanying prospectus or the documents
incorporated by reference therein is correct after their respective dates. This prospectus supplement and the accompanying prospectus are not an
offer to sell or solicitation of an offer to buy the notes in any circumstances under which the offer or solicitation is unlawful.
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Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Unless the context requires otherwise, in this prospectus supplement we use the terms the "Company", "SHUSA", "we", "us" and "our" to refer
to Santander Holdings USA, Inc.
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of this offering. The second
part is the accompanying prospectus, which contains more general information. You should read both this prospectus supplement and the accompanying
prospectus, together with additional information described under the heading "Available Information" below.
We have provided only the information contained in this prospectus supplement and the accompanying prospectus, including the information
incorporated by reference. Neither the Company nor any underwriters or agents have authorized anyone to provide you with different information. We are
not offering the notes in any state in which the offer is prohibited. You should not assume that the information in this prospectus supplement or any
document incorporated by reference is accurate or complete at any date other than the date mentioned on the cover page of these documents.

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Table of Contents
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements made by or on behalf of the
Company. The Company may from time to time make forward-looking statements in its filings with the SEC, in its reports to shareholders and in other
communications by the Company, including this prospectus supplement, which are made in good faith by the Company pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Some of the statements made by the Company, including any statements preceded by,
followed by or which include the words "may," "could," "should," "pro forma," "looking forward," "will," "would," "believe," "expect," "hope,"
"anticipate," "estimate," "intend," "plan," "assume," "goal," "seek" or similar expressions are intended to indicate forward-looking statements.
These forward-looking statements include statements with respect to the Company's vision, mission, strategies, goals, beliefs, plans, objectives,
expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of the Company and are not
historical facts. 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. Among the factors that could cause the Company'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 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 policies that affect market interest rates and money supply, 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 SHUSA to formal or informal regulatory compliance and enforcement actions and result in fines, penalties, restitution and other
costs and expenses, changes in our business practice, and reputational harm;

·
SHUSA's ability to manage credit risk that may increase to the extent our loans are concentrated by loan type, industry segment, borrower

type or location of the borrower or collateral;

·
the slowing or reversal of the current U.S. economic expansion and the strength of the U.S. economy in general and regional and local

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

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

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

·
Santander Consumer USA Inc.'s ("SC's") agreement with Fiat Chrysler Automobiles US LLC ("FCA") may not result in currently

anticipated levels of growth, is subject to performance conditions that could result in termination of the agreement, and is also subject to
an option giving FCA the right to acquire an equity participation in the Chrysler Capital portion of SC's business;

·
the pursuit of protectionist trade or other related policies, including tariffs by the U.S., its global trading partners, and/or other countries;

·
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 SHUSA's investment portfolio;

·
SHUSA's ability to grow revenue, manage expenses, attract and retain highly-skilled people and raise capital necessary to achieve its

business goals and comply with regulatory requirements;

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

continue to receive dividends from its subsidiaries or other investments;

·
changes in credit ratings assigned to SHUSA or its subsidiaries;

·
the ability to manage risks inherent in our businesses, including through effective use of systems and controls, insurance, derivatives and

capital management;

·
SHUSA's ability to timely develop competitive new products and services in a changing environment that are responsive to the needs of
SHUSA's customers and are profitable to SHUSA, the success of our marketing efforts to customers, and the potential for new products

and services to impose additional unexpected costs, losses, or other liabilities not anticipated at their initiation, and expose SHUSA to
increased operational risk;

·
competitors of SHUSA may have greater financial resources or lower costs, or be subject to different regulatory requirements than

SHUSA, may innovate more effectively, or may develop products and technology that enable those competitors to compete more
successfully than SHUSA and cause SHUSA to lose business or market share;

·
consumers and small businesses may decide not to use banks for their financial transactions, which could impact our net income;

·
changes in customer spending, investment or savings behavior;

·
loss of customer deposits that could increase our funding costs;

·
the ability of SHUSA and its third-party vendors to convert, maintain and upgrade, as necessary, SHUSA's data processing and other

information technology infrastructure on a timely and acceptable basis, within projected cost estimates and without significant disruption
to our business;

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

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

·
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 SHUSA does business, as well as the stability of global

financial markets, including economic instability and recessionary conditions in Europe and the eventual exit of the United Kingdom from
the European Union;

·
changes to income tax laws and regulations and the outcome of ongoing tax audits by federal, state and local income tax authorities that

may require SHUSA to pay additional taxes or recover fewer overpayments compared to what has been accrued or paid as of period-end;

·
the costs and effects of regulatory or judicial proceedings, including possible business restrictions resulting from such proceedings;

·
adverse publicity, and negative public opinion, whether specific to SHUSA or regarding other industry participants or industry-wide

factors, or other reputational harm; and

·
acts of terrorism or domestic or foreign military conflicts; and acts of God, including natural disasters.
If one or more of the factors affecting the Company's forward-looking information and statements proves incorrect, the actual results,
performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements. Therefore,
holders should not place undue reliance on any forward-looking information and statements. The effect of these factors is difficult to predict. Factors

S-iii
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other than these also could adversely affect the results, and holders of the notes covered by this prospectus supplement should not consider these factors to
be a complete set of all potential risks or uncertainties. New factors emerge from time to time, and management cannot assess the impact of any such factor
on the Company's business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any
forward-looking statement. Any forward-looking statements only speak as of the date of this document or the applicable document incorporated herein by
reference, and the Company undertakes no obligation to update any forward-looking information or statements, whether written or oral, to reflect any
change. All forward-looking statements attributable to the Company are expressly qualified by these cautionary statements.
Information regarding other important factors that could cause actual results to differ, perhaps materially, from those in our forward-
looking statements is contained under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, which is incorporated in this prospectus supplement by reference (and in any of our filings with the SEC that are so
incorporated). See "Available Information" below for information about how to obtain a copy of these filings.
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Table of Contents
AVAILABLE INFORMATION
The Company is required to file annual, quarterly and current reports and other information with the SEC. The Company's filings with the SEC
are available to the public through the SEC's Internet site at http://www.sec.gov.
We have filed a registration statement on Form S-3 with the SEC relating to the securities covered by this prospectus supplement. This
prospectus supplement is part of a registration statement and does not contain all of the information in the registration statement. Whenever a reference is
made in this prospectus supplement to a contract or other document of the Company, please be aware that the reference is only a summary and that you
should refer to the exhibits that are a part of the registration statement for a copy of the applicable contract or other document.
The SEC's rules allow us to "incorporate by reference" information into this prospectus supplement. This means that we can disclose important
information to you by referring you to any of the SEC filings referenced in the list below. Any information referred to in this way in this prospectus
supplement is considered part of this prospectus supplement from the date we file that document. Any reports filed by us with the SEC after the date of this
prospectus supplement and before the date that the offering of securities by means of this prospectus supplement is terminated will automatically update
and, where applicable, supersede any information contained in this prospectus supplement or incorporated by reference into this prospectus supplement.
The Company incorporates by reference into this prospectus supplement the following documents or information filed with the SEC (other than,
in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC's rules):

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

·
Quarterly Report on Form 10-Q for the quarter ended March 31, 2019;

·
Current Reports on Form 8-K filed on May 23, 2019 and May 24, 2019; and

·
all documents filed by the Company under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the

"Exchange Act") on or after the date of this prospectus supplement and before the termination of the offering of securities under this
prospectus supplement.
The Company will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement 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 supplement, 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 santanderus.com or by phone at (617) 346-7200. The information on our website is not incorporated
by reference into this prospectus supplement.
Statements contained in this prospectus supplement or in any document incorporated by reference herein as to the contents of any contract or
other document referred to in this prospectus supplement or in any document incorporated by reference therein do not purport to be complete, and where
reference is made to the particular provisions of such contract or other document, such provisions are qualified in all respects by reference to all of the
provisions of such contract or other document.

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Table of Contents
In reviewing any agreements incorporated herein by reference, please remember that they are included to provide you with information
regarding the terms of such agreements and are not intended to provide any other factual or disclosure information about the Company. The agreements
may contain representations and warranties by the Company or other parties, which should not in all instances be treated as categorical statements of fact,
but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate. The representations and warranties were made only
as of the date of the relevant agreement or such other date or dates as may be specified in such agreement and are subject to more recent developments.
Accordingly, these representations and warranties alone may not describe the actual state of affairs as of the date they were made or at any other time.

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SUMMARY
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This summary highlights information contained elsewhere, or incorporated by reference, into this prospectus supplement. As a result, it
does not contain all of the information that may be important to you or that you should consider before investing in the notes. You should read this
entire prospectus supplement and the accompanying prospectus, including the "Risk Factors" section and the documents incorporated by reference,
which are described under "Available Information."
The Company
SHUSA is the parent company of Santander Bank, National Association, (the "Bank" or "SBNA"), a national banking association, and owns
a majority interest (approximately 69.8% as of March 31, 2019) of Santander Consumer USA Holdings Inc. (together with its subsidiaries, "SC"), a
specialized consumer finance company focused on vehicle finance and third-party servicing. SHUSA is headquartered in Boston, Massachusetts and
the Bank's main office is in Wilmington, Delaware. SC is headquartered in Dallas, Texas. SHUSA is a wholly-owned subsidiary of Banco Santander,
S.A. ("Santander"). SHUSA 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 headquartered 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, and trading and offering research reports of Latin American and European equity and fixed-income securities; and several other subsidiaries.
SSLLC, SIS and another SHUSA subsidiary, Santander Asset Management, LLC ("SAM"), are registered investment advisers with the SEC.
SHUSA's two largest subsidiaries by asset size and revenue are the Bank and SC.
The Bank's principal markets are in the Mid-Atlantic and Northeastern United States. At March 31, 2019, the Bank had 626 branches and
2,265 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 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 is a full-service, technology-driven consumer finance company focused on vehicle finance and third-party servicing. SC's primary
business is the indirect origination and securitization of retail installment contracts ("RICs"), principally through manufacturer-franchised dealers in
connection with their sale of new and used vehicles to subprime retail consumers.
SC also originates vehicle loans through a web-based direct lending program, purchases vehicle RICs from other lenders, and services
automobile and recreational and marine vehicle portfolios for other lenders. Additionally, SC has several relationships through which it provides other
consumer finance products. In conjunction with a ten-year private label financing agreement with FCA that became effective May 1, 2013, SC offers
a full spectrum of auto financing products and services to FCA customers and dealers under the Chrysler Capital brand ("Chrysler Capital"). 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.

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Table of Contents
SC has dedicated financing facilities in place for its Chrysler Capital business. SC periodically sells consumer RICs through these flow
agreements and, when market conditions are favorable, it accesses the asset-backed securities ("ABS") market through securitizations of consumer
RICs. SC also periodically enters into bulk sales of consumer vehicle leases with a third party. SC typically retains servicing of loans and leases sold
or securitized, and may also retain some residual risk in sales of leases. SC has also entered into an agreement with a third party whereby SC will
periodically sell charged-off loans.

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The Offering

Notes We Are Offering:
$1,000,000,000 aggregate principal amount of 3.500% Senior Notes due 2024 (the "notes")

Maturity Date:
The notes will mature on June 7, 2024.

Interest Rate:
The notes will bear interest at the rate of 3.500% per year.

Interest Payment Dates:
Interest on the notes is payable semi-annually in arrears on June 7 and December 7 of each
year, beginning on December 7, 2019.

Redemption:
The notes will be redeemable at the Company's option, in whole or in part, at any time or
from time to time, on or after December 4, 2019 (180 days after the issue date) (or, if
additional notes are issued, beginning 180 days after the issue date of such additional notes),
and prior to May 7, 2024 (31 days prior to the maturity date), in each case at a redemption
price, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date,
equal to the greater of:

· 100% of the aggregate principal amount of the notes being redeemed on that

redemption date; and

· the sum of the present values of the remaining scheduled payments of principal and
interest on the notes being redeemed that would be due if the notes to be redeemed
matured on May 7, 2024 (31 days prior to the maturity date) (not including any portion

of such payments of interest accrued to the redemption date), discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the applicable Treasury Rate (as defined in this prospectus
supplement) plus 25 basis points.

On or after May 7, 2024 (31 days prior to the maturity date), the notes will be redeemable, in
whole or in part, at any time and from time to time, at the Company's option at a redemption

price equal to 100% of the aggregate principal amount of such notes being redeemed, plus
accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

See "Description of Notes--Redemption."

Listing:
The notes will not be listed on any national securities exchange or included in any automated
quotation system. Currently there is no market for the notes.

Governing Law:
New York law, without regard to principles of conflicts of law.

Trustee, Registrar and Paying Agent:
Deutsche Bank Trust Company Americas.

Use of Proceeds after Expenses:
We expect to receive net proceeds from this offering, after giving effect to underwriting
discount and estimated offering expenses, of $995,240,000. We currently intend to use the
net proceeds for general corporate purposes. See "Use of Proceeds."

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Denomination:
The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Ranking:
The notes will be our unsecured, unsubordinated debt obligations, rank equally with all of
our other unsecured and unsubordinated debt, rank senior in right of payment to all of our
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existing and future obligations that are by their terms expressly subordinated in right of
payment to the notes, and 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 March 31, 2019, our subsidiaries had, in the aggregate, outstanding debt and other
liabilities, including deposits, of $106.2 billion. All of such debt and other liabilities would
rank structurally senior to the notes in case of liquidation or otherwise. As of March 31,

2019, the Company itself had an aggregate of $8.4 billion of outstanding senior debt and no
outstanding junior subordinated debt. See "Capitalization" for the pro forma effect of this
offering.

The indenture (as defined herein) places no limitation on the amount of secured or additional

unsecured indebtedness that may be incurred by us.

Form:
The notes will be represented by one or more global securities registered in the name of
Cede & Co., as nominee for The Depository Trust Company, referred to as "DTC."
Beneficial interests in the notes will be evidenced by, and transfers thereof will be effected
only through, records maintained by participants in DTC.

Delivery and Clearance:
We will deposit the global securities representing the notes with DTC in New York. You
may hold an interest in the notes through DTC, Clearstream, Luxembourg or Euroclear
Bank, as operator of the Euroclear System, directly as a participant of any such system or
indirectly through organizations that are participants in such systems.

Conflicts of Interest:
Both we and Santander Investment Securities Inc. are subsidiaries of Banco Santander.
Therefore, Santander Investment Securities Inc. is deemed to have a "conflict of interest"
under Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA") and,
accordingly, the offering of the notes will comply with the applicable requirements of FINRA
Rule 5121. Pursuant to FINRA Rule 5121, a qualified independent underwriter is not
required in connection with this offering because the notes to be offered are rated in one of
the four highest generic rating categories by one of the nationally recognized statistical rating
organizations. See "Underwriting; Conflicts of Interest--Conflicts of Interest."

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Summary Historical Financial and Other Data
The following table sets forth certain of our summary historical financial and operating data. We derived our summary historical financial
data from our audited consolidated financial statements for each of the years in the three-year period ended December 31, 2018 and our unaudited
consolidated financial statements for the three-month periods ended March 31, 2019 and 2018. The information below should be read in conjunction
with "Use of Proceeds," "Capitalization," and the information incorporated by reference into this prospectus supplement, including our
"Management's Discussion and Analysis of Financial Condition and Results of Operations" (the "MD&A"), our audited financial statements and
related notes and our unaudited condensed consolidated financial statements and related notes. For more information, see the description under the
heading "Available Information."
Certain prior period amounts have been reclassified to conform with the current period presentation, which we believe is more meaningful
to readers of our consolidated financial statements.

For the Three Months Ended

March 31,

For the Years Ended December 31,

2019

2018

2018(1)

2017(1)

2016(1)

(Dollars in thousands)

Balance Sheet Data

Total assets
$138,956,595 $129,211,443 $135,634,285 $128,274,525 $138,360,290
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Loans held for investment, net of allowance(2)
85,361,165 76,229,407 83,148,738 76,795,794 82,005,321
Loans held for sale(3)

1,212,578
1,960,695
1,283,278
2,522,486
2,586,308
Total investments(4)
15,074,444 16,963,992 15,189,024 16,871,855 19,415,330
Total deposits and other customer accounts
62,946,844 61,841,175 61,511,380 60,831,103 67,240,690
Borrowings and other debt obligations(4)
45,647,858 38,350,245 44,953,784 39,003,313 43,524,445
Total liabilities(5)
114,828,190 105,380,845 111,787,053 104,583,693 115,981,532
Total stockholder's equity
24,128,405 23,830,598 23,847,232 23,690,832 22,378,758
Statements of Operations Data

Total interest income
$
2,141,043 $
1,930,467 $
8,069,053 $
7,876,079 $
7,989,751
Total interest expense

538,158
380,114
1,724,203
1,452,129
1,425,059

Net interest income

1,602,885
1,550,353
6,344,850
6,423,950
6,564,692
Provision for credit losses(6)

600,211
553,880
2,339,898
2,759,944
2,979,725

Net interest income after provision for credit losses

1,002,674
996,473
4,004,952
3,664,006
3,584,967
Total non-interest income(7)

895,446
801,200
3,244,308
2,901,253
2,755,705
Total general, administrative and other expenses(8)

1,542,414
1,441,361
5,832,325
5,764,324
5,386,194
Income before income taxes

355,706
356,312
1,416,935
800,935
954,478
Income tax provision / (benefit)(9)

116,214
96,062
425,900
(157,040)
313,715

Net income(10)
$
239,492 $
260,250 $
991,035 $
957,975 $
640,763

Selected Financial Ratios(11)

Return on average assets

0.70%
0.80%
0.76%
0.71%
0.45%
Return on average equity

3.97%
4.35%
4.11%
4.10%
2.88%
Average equity to average assets

17.66%
18.48%
18.37%
17.39%
15.67%
Efficiency ratio

61.74%
61.29%
60.82%
61.81%
57.79%

S-5
Table of Contents

(1)
On July 1, 2016, ownership of several Santander subsidiaries, including Santander BanCorp, BSI, SIS and SSLLC, were transferred to the
Company. As these entities were and are solely owned and controlled by Santander prior to and after July 1, 2016, in accordance with
Accounting Standards Codification 805, the transaction has been accounted for under the common control guidance, which requires the
Company to recognize the assets and liabilities transferred at their historical cost of the transferring entity at the date of the transfer.
Additionally, as this transaction represents a change in reporting entity, the guidance requires retrospective combination of the entities for all
periods presented in these financial statements as if the combination had been in effect since inception of common control. On July 1, 2017, an
additional Santander subsidiary, Santander Financial Services, Inc. ("SFS"), a finance company located in Puerto Rico, was transferred to the
Company. On July 2, 2018, an additional Santander subsidiary, Santander Asset Management LLC ("SAM"), an investment adviser located in
Puerto Rico, was transferred to the Company. SFS and SAM are entities under common control of Santander; however, their results of
operations, financial condition, and cash flows are immaterial to the historical financial results of the Company on both an individual and
aggregate basis. As a result, the Company has reported the results of SFS on a prospective basis beginning July 1, 2017 and the results of SAM
on a prospective basis beginning July 1, 2018. Refer to Note 1 of the Notes to Consolidated Financial Statements to the Company's Form 10-K
for the year ended December 31, 2018 for additional information.
(2)
Includes $114.8 million and $126.3 million of loans recorded at fair value at March 31, 2019 and December 31, 2018, respectively.
(3)
Includes $188.3 million and $209.5 million of loans recorded at the fair value option at March 31, 2019 and December 31, 2018, respectively.
(4)
The decreases in Total investments and corresponding decreases in Borrowings and other debt obligations from 2016 to 2017 were primarily
driven by the use of proceeds from the sales of investment securities to repurchase and pay off its outstanding borrowings. Borrowings
increased from 2018 to March 2019, primarily a result of the Company funding the growth of the loan and operating lease portfolio.
(5)
The Company has interests in certain securitization trusts that are considered variable interest entities ("VIEs") for accounting purposes. At
March 31, 2019 and December 31, 2018, Loans held for investment included $24.8 billion and $24.1 billion and Borrowings and other debt
obligations included $32.8 billion and $31.9 billion that were included within VIEs, respectively. See Note 6 to the Condensed Consolidated
Financial Statements to the Company's Form 10-Q for the quarter ended March 31, 2019 for additional information.
(6)
The decrease in the Provision for credit losses from 2017 to 2018 was primarily due to lower net charge-offs on the RIC portfolio,
accompanied by a recovery on the purchased RIC portfolio and lower provision on the originated RIC portfolio and a lower provision on the
commercial loan portfolio.
(7)
The increase in Non-interest income from 2017 to 2018 is primarily attributed to an increase in lease income corresponding to the growth of
the operating lease portfolio.
(8)
General, administrative, and other expenses increased annually between 2016 and 2018, primarily due to growth in compensation and benefits
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and lease expense, driven by corresponding growth of the operating lease portfolio.
(9)
Refer to Note 15 of the Notes to Consolidated Financial Statements to the Company's Form 10-K for the year ended December 31, 2018 for
additional information on the Company's income taxes. The income tax benefit in 2017 was due to the impact of the Tax Cuts and Jobs Act of
2017, resulting in a tax benefit to the Company.
(10) Includes net income/(loss) attributable to non-controlling interest of $283.6 million, $405.6 million and $277.9 million for the years ended
December 31, 2018, 2017 and 2016, respectively.
(11) For the calculation components of these ratios, see the Non-GAAP Financial Measures section of the MD&A in the Company's Form 10-K for
the year ended December 31, 2018.

S-6
Table of Contents
RISK FACTORS
Investing in our securities involves risks. You should carefully consider the risks described in Item 1A of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2018 incorporated by reference herein, or any other documents incorporated by reference into this prospectus
supplement, before making an investment decision. The risks and uncertainties described in this prospectus supplement and incorporated by reference into
this prospectus supplement are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently
deem to be immaterial may also impair our business operations. If any of these risks actually occurs, our business, financial condition and results of
operations could be materially affected. In that case, the value of our securities could decline substantially.
Risks Relating to the Notes
We operate through our subsidiaries and, as a result, the notes will be effectively subordinated to the liabilities of our subsidiaries, including the claims of
depositors at our bank subsidiaries.
Because our assets consist principally of interests in the subsidiaries through which we conduct our businesses, our right to participate as an
equity holder in any distribution of assets of any of our subsidiaries upon the subsidiary's liquidation or otherwise, and thus the ability of our security
holders to benefit from the distribution, is junior to creditors of the subsidiary, except to the extent that any claims we may have as a creditor of the
subsidiary are recognized. Claims from creditors (other than us) against the subsidiaries may include long-term and medium-term debt and substantial
obligations related to deposit liabilities, federal funds purchased, securities sold under repurchase agreements, and other short-term borrowings. In addition,
dividends, distributions, loans and advances to us from some of our subsidiaries, including the Bank, are restricted by net capital requirements under
applicable banking regulations. The notes are exclusively obligations of the Company. Our subsidiaries are not guarantors of the notes and have no
obligation to pay any amounts due on the notes. Similarly, neither our parent, Banco Santander, nor any of its subsidiaries are guarantors of the notes or
have any obligation to pay any amounts due on the notes.
We may be unable to repay the notes if our subsidiaries are unable to pay dividends or distributions or make advances to us.
At maturity, the entire outstanding principal amount of the notes will become due and payable by us. We may not have sufficient funds to pay
the principal amount due. If we do not have sufficient funds on hand or available through existing borrowing facilities or through the declaration and
payment of dividends or distributions by our subsidiaries, we will need to seek additional financing. Additional financing may not be available to us in the
amounts necessary or on terms favorable to us.
We are a separate and distinct legal entity from each of the Bank and SC and depend on dividends, distributions and other payments from each
of the Bank and SC to fund all payments on our obligations.
The Bank is subject to laws that authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to us. Regulatory action
of that kind could impede access to funds we need to make payments on our obligations.

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Table of Contents
We have made only limited covenants in the indenture, which may not protect your investment if we experience significant adverse changes in our
financial condition or results of operations, and we and our subsidiaries may incur additional indebtedness that may adversely affect our ability to meet
our financial obligations under the notes.
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