Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2011


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

For the transition period from to .

Commission File Number: 001-16581

SANTANDER HOLDINGS USA, INC.

(Exact name of registrant as specified in its charter)


Virginia		23-2453088

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

75 State Street, Boston, Massachusetts		02109
(Address of principal executive offices)		(Zip Code)

(617) 346-7200
Registrant’s telephone number including area code

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

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

*Registrant is not subject to the requirements of Rule 405 of Regulation S-T at this time.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at July 31, 2011
Common Stock (no par value)		517,107,043 shares

FORWARD LOOKING STATEMENTS

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of Santander Holdings USA, Inc. (“SHUSA” or the “Company”). SHUSA may from time to time make forward-looking statements in SHUSA’s filings with the Securities and Exchange Commission (the “SEC” or the “Commission”) (including this Quarterly Report on Form 10-Q and the Exhibits hereto), in its reports to shareholders (including its Annual Report on Form 10-K for the fiscal year ended December 31, 2010) and in other communications by SHUSA, which are made in good faith by SHUSA, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Some of the statements made by SHUSA, 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,” “strive,” “hopefully,” “try,” “assume” or similar expressions constitute forward-looking statements.

These forward-looking statements include statements with respect to SHUSA’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of SHUSA and are not historical facts. Although SHUSA believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors (some of which are beyond SHUSA’s control). Among the factors which could cause SHUSA’s financial performance to differ materially from that expressed in the forward-looking statements are:

	•		the strength of the United States economy in general and the strength of the regional and local economies in which SHUSA conducts operations, which may affect, among other things, the level of non-performing assets, charge-offs, and provision for credit losses;

	•		the effects of, or policies determined by the Federal Deposit Insurance Corporation, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

	•		inflation, interest rate, market and monetary fluctuations, which may, among other things reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;

	•		adverse movements and volatility in debt and equity capital markets;

	•		adverse changes in the securities markets, including those related to the financial condition of significant issuers in our investment portfolio;

	•		revenue enhancement initiatives may not be successful in the marketplace or may result in unintended costs;

	•		changing market conditions may force us to alter the implementation or continuation of cost savings or revenue enhancement strategies;

	•		SHUSA’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

	•		the willingness of customers to substitute competitors’ products and services and vice versa;

	•		the ability of SHUSA and its third party vendors to convert and maintain SHUSA’s data processing and related systems on a timely and acceptable basis and within projected cost estimates;

	•		the impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, capital, liquidity, proper accounting treatment, securities and insurance, and the application thereof by regulatory bodies and the impact of changes in and interpretation of generally accepted accounting principles in the United States;

	•		the impact of the “Dodd-Frank Wall Street Reform and Consumer Protection Act” enacted in July 2010, which is a significant development for the banking industry, the reach of which will be unknown until the rulemaking processes mandated by the legislation are complete (although the impact will involve higher compliance costs and certain elements, such as the debit interchange legislation, which are likely to negatively affect our revenue and earnings);

FORWARD LOOKING STATEMENTS
(continued)

	•		additional legislation and regulations may be enacted or promulgated in the future, and we are unable to predict the form such legislation or regulation may take or to the degree which we need to modify our businesses or operations to comply with such legislation or regulation;

	•		the cost and other effects of the consent order issued by the Office of Thrift Supervision to Sovereign Bank requiring the Bank to take certain steps to improve its mortgage servicing and foreclosures practices, as is further described in Part I, Item 2;

	•		technological changes;

	•		competitors of SHUSA may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than SHUSA;

	•		changes in consumer spending and savings habits;

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

	•		regulatory or judicial proceedings;

	•		changes in asset quality;

	•		the outcome of ongoing tax audits by federal, state and local income tax authorities may require additional taxes be paid by SHUSA as compared to what has been accrued or paid as of period end; and

	•		SHUSA’s success in managing the risks involved in the foregoing.

If one or more of the factors affecting SHUSA’s forward-looking information and statements proves incorrect, then its actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements. Therefore, SHUSA cautions you not to place undue reliance on any forward-looking information and statements. The effect of these factors is difficult to predict. Factors other than these also could adversely affect our results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. New factors emerge from time to time and we cannot assess the impact of any such factor on our 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 and SHUSA undertakes no obligation to update any forward-looking information and statements, whether written or oral, to reflect any change. All forward-looking statements attributable to SHUSA are expressly qualified by these cautionary statements.

PART 1- FINANCIAL INFORMATION


Item 1.		Consolidated Financial Statements

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited at June 30, 2011, audited at December 31, 2010)


	June 30,			December 31,
	2011			2010
	(in thousands)
ASSETS
Cash and amounts due from depository institutions	$	4,130,027		$	1,705,895
Investment securities:
Available-for-sale		13,317,800			13,371,848
Other investments		553,650			614,241
Loans held for investment		66,049,363			65,017,884
Allowance for loan losses		(2,226,973	)		(2,197,450	)


Net loans held for investment		63,822,390			62,820,434


Loans held for sale		110,466			150,063
Premises and equipment, net		633,426			595,951
Accrued interest receivable		388,467			406,617
Goodwill		4,124,351			4,124,351
Core deposit intangibles and other intangibles, net of accumulated amortization of $1,027,574 and $997,671 at June 30, 2011 and December 31, 2010, respectively		172,936			188,940
Bank owned life insurance		1,543,494			1,519,462
Restricted cash		465,156			583,637
Other assets		3,597,147			3,570,376


TOTAL ASSETS	$	92,859,310		$	89,651,815


LIABILITIES
Deposits and other customer accounts	$	47,256,075		$	42,673,293
Borrowings and other debt obligations		31,458,347			33,630,117
Advance payments by borrowers for taxes and insurance		118,979			104,125
Other liabilities		2,185,027			1,983,610


TOTAL LIABILITIES		81,018,428			78,391,145


STOCKHOLDER’S EQUITY
Preferred stock(no par value; $25,000 liquidation preference; 7,500,000 shares authorized; 8,000 shares outstanding at June 30, 2011 and at December 31, 2010)		195,445			195,445
Common stock(no par value; 800,000,000 shares authorized; 517,107,043 shares issued at June 30, 2011 and at December 31, 2010)		11,116,861			11,117,328
Warrants		285,435			285,435
Accumulated other comprehensive loss		(202,773	)		(234,190	)
Retained earnings/(deficit)		420,783			(128,984	)


TOTAL SHUSA STOCKHOLDER’S EQUITY		11,815,751			11,235,034


Noncontrolling interest		25,131			25,636


TOTAL STOCKHOLDER’S EQUITY		11,840,882			11,260,670


TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	92,859,310		$	89,651,815

See accompanying notes to unaudited consolidated financial statements.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2011			2010			2011			2010
	(in thousands)
INTEREST INCOME:
Interest on loans	$	1,198,461		$	1,033,179		$	2,401,871		$	2,044,404
Interest-earning deposits		2,256			404			3,396			760
Investment securities:
Available-for-sale		99,628			123,047			214,624			237,274
Other investments		22			219			99			672


TOTAL INTEREST INCOME		1,300,367			1,156,849			2,619,990			2,283,110


INTEREST EXPENSE:
Deposits and customer accounts		64,489			54,923			122,771			123,215
Borrowings and other debt obligations		286,151			291,826			565,065			592,037


TOTAL INTEREST EXPENSE		350,640			346,749			687,836			715,252


NET INTEREST INCOME		949,727			810,100			1,932,154			1,567,858
Provision for credit losses		273,144			437,304			580,916			850,011


NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		676,583			372,796			1,351,238			717,847


NON-INTEREST INCOME:
Consumer banking fees		164,936			141,146			337,813			232,781
Commercial banking fees		41,696			46,253			86,318			91,876
Mortgage banking income, net		2,635			5,409			12,229			25,082
Capital markets revenue, net		6,332			3,852			12,714			8,227
Bank owned life insurance		13,444			13,547			27,317			27,092
Miscellaneous income		1,005			1,060			3,973			2,469


TOTAL FEES AND OTHER INCOME		230,048			211,267			480,364			387,527

Total other-than-temporary impairment losses		(30,549	)		(43,917	)		(34,266	)		(46,393	)
Portion of loss recognized in other comprehensive income before taxes		30,224			40,783			33,941			43,259
Gains on the sale of investment securities		20,387			46,028			82,249			72,355

Net gain on investment securities recognized in earnings		20,062			42,894			81,924			69,221

TOTAL NON-INTEREST INCOME		250,110			254,161			562,288			456,748


GENERAL AND ADMINISTRATIVE EXPENSES:
Compensation and benefits		197,217			158,605			395,365			324,776
Occupancy and equipment expenses		81,898			77,158			165,436			156,636
Technology expense		31,240			27,588			61,744			53,564
Outside services		32,094			30,317			68,381			57,491
Marketing expense		8,016			8,893			17,313			15,695
Other administrative expenses		102,173			65,936			197,199			123,250


TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		452,638			368,497			905,438			731,412

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2011

(Unaudited)

(in thousands)


													Accumulated						Total
	Common							Warrants					Other			Retained			Stock-
	Shares		Preferred		Common			& Stock		Noncontrolling			Comprehensive			Earnings			Holder’s
	Outstanding		Stock		Stock			Options		Interest			Loss			(Deficit)			Equity

Balance, December 31, 2010		517,107	$	195,445	$	11,117,328		$	285,435	$	25,636		$	(234,190	)	$	(128,984	)	$	11,260,670


Comprehensive income:

Net income		—		—		—			—		39,047			—			557,067			596,114

Change in unrealized gain/loss, net of tax:

Investment securities available-for-sale		—		—		—			—		—			50,479			—			50,479

Pension liabilities		—		—		—			—		—			711			—			711

Cash flow hedges		—		—		—			—		—			(19,773	)		—			(19,773	)


Total comprehensive income		—		—		—			—		39,047			31,417			557,067			627,531

Stock issued in connection with employee benefit and incentive compensation plans		—		—		(467	)		—		—			—			—			(467	)
Dividends to noncontrolling interest		—		—		—			—		(39,552	)		—			—			(39,552	)
Dividends on preferred stock		—		—		—			—		—			—			(7,300	)		(7,300	)


Balance, June 30, 2011		517,107	$	195,445	$	11,116,861		$	285,435	$	25,131		$	(202,773	)	$	420,783		$	11,840,882

See accompanying notes to unaudited consolidated financial statements.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six-Month Period
	Ended June 30,
	2011			2010
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	596,114		$	237,204
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Provision for credit losses		580,916			850,011
Depreciation and amortization		213,518			117,037
Net amortization/accretion of investment securities and loan premiums and discounts		(83,438	)		(102,161	)
Net gain on sale of loans		(6,095	)		(13,683	)
Net gain on investment securities		(81,924	)		(69,221	)
Loss on debt extinguishments		6,142			3,368
Net loss on real estate owned and premises and equipment		5,842			7,529
Stock-based compensation		1,647			1,395
Remittance to Santander for stock-based compensation		(2,206	)		(877	)
Origination of loans held for sale, net of repayments		(478,852	)		(484,382	)
Proceeds from sales of loans held for sale		524,890			488,276
Net change in:
Accrued interest receivable		18,150			(5,736	)
Other assets and bank owned life insurance		(98,520	)		192,380
Other liabilities		185,306			197,553

Net cash provided by operating activities	$	1,381,490		$	1,418,693


CASH FLOWS FROM INVESTING ACTIVITIES:
Adjustments to reconcile net cash (used in)/provided by investing activities:
Proceeds from sales of available-for-sale investment securities	$	3,707,603		$	1,996,969
Proceeds from prepayments and maturities of available-for-sale investment securities		2,050,601			2,569,262
Purchases of available-for-sale investment securities		(4,992,567	)		(3,648,265	)
Net change in other investments		60,591			27,552
Proceeds from sales of loans held for investment		—			4,583
Net change in restricted cash		118,481			—
Purchase of loans held for investment		(2,136,528	)		(3,232,447	)
Net change in loans other than purchases and sales		(54,557	)		1,107,226
Proceeds from sales of premises and equipment		6,591			1,794
Purchases of premises and equipment		(84,887	)		(60,988	)
Proceeds from sales of real estate owned		29,527			27,158

Net cash used in investing activities	$	(1,295,145	)	$	(1,207,156	)

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued)


	Six-Month Period
	Ended June 30,
	2011			2010
	(in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES:
Adjustments to reconcile net cash provided by/(used in) financing activities:
Net increase/(decrease) in deposits and other customer accounts	$	4,582,782		$	(2,990,077	)
Net (decrease)/increase in borrowings		(1,045,442	)		1,163,920
Net proceeds from senior notes, subordinated notes and credit facility		10,300,117			3,370,700
Repayments of borrowings and other debt obligations		(11,441,896	)		(3,075,063	)
Net increase in advance payments by borrowers for taxes and insurance		14,854			20,915
Cash dividends paid to preferred stockholders		(7,300	)		(7,300	)
Cash dividends paid to non-controlling interest		(65,328	)		—
Proceeds from the issuance of common stock		—			750,000

Net cash provided by/(used in) financing activities	$	2,337,787		$	(766,905	)


Net change in cash and cash equivalents	$	2,424,132		$	(555,368	)
Cash and cash equivalents at beginning of period		1,705,895			2,323,290

Cash and cash equivalents at end of period	$	4,130,027		$	1,767,922


	Six-Month Period
	Ended June 30,
	2011		2010
	(in thousands)
Supplemental Disclosures:
Net income taxes paid	$	698,962	$	138,375
Interest paid	$	679,843	$	711,612


	Six-Month Period
	Ended June 30,
	2011		2010
	(in thousands)
Non Cash Transactions:
Foreclosed real estate	$	76,215	$	61,892
Other repossessed assets	$	810,425	$	657,592
Receipt of available for sale mortgage backed securities in exchange for mortgage loans held for investment	$	588,755	$	974,726
Consolidation of commercial mortgage backed securitization portfolio	$	—	$	(860,486	)
Sale of previously consolidated commercial mortgage backed securitization portfolio	$	—	$	860,486
Dividends declared	$	8,224	$	—

See accompanying notes to unaudited consolidated financial statements.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements of Santander Holdings USA, Inc. and Subsidiaries (“SHUSA” or the “Company”) include the accounts of Santander Holdings USA, Inc. and its subsidiaries, including the following subsidiaries: Sovereign Bank (the “Bank”), Santander Consumer USA, Inc (“SCUSA”), Independence Community Bank Corp. (“Independence”) and Sovereign Delaware Investment Corporation. All intercompany balances and transactions have been eliminated in consolidation. SHUSA is a wholly owned subsidiary of Banco Santander SA (“Santander”). Santander is a retail and commercial bank, based in Spain, with a presence in ten main markets throughout the world. At the end of 2010, Santander was the largest bank in the euro zone and 10th in the world by market capitalization. Founded in 1857, Santander had over 95 million customers, 14,082 branches — more than any other international bank — and approximately 179,000 employees, at December 2010. It is the largest financial group in Spain and Latin America. Furthermore, it has relevant positions in the United Kingdom, Portugal, Poland, the Northeast U.S. and, through its Santander Consumer Finance arm, in Germany.

These consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. However, in the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature necessary to present fairly the consolidated balance sheets, statements of operations, statement of stockholder’s equity and statements of cash flows for the periods indicated, and contain adequate disclosure to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Company’s latest annual report on Form 10-K.

The Company reclassified amounts presented in the December 31, 2010 consolidated balance sheet of $583.6 million from “Other Assets” to “Restricted Cash”. The Company believes that this presentation provides a more meaningful presentation of cash available for general operations. This reclassification had no effect on the consolidated statement of operations.

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

The Company evaluated events from June 30, 2011, the date of the consolidated financial statements, through the issuance of these consolidated financial statements included in this Quarterly Report on Form 10-Q.

There have been no significant changes to the Company’s accounting policies as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2010. See Note 14 for a discussion of recent accounting developments during the second quarter of 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(2) INVESTMENT SECURITIES

The following tables present the composition and fair value of investment securities available-for-sale at the dates indicated:

June 30, 2011

Gross

Amortized

unrealized

Fair

Cost

Gains

Loss

Value

Investment Securities:

U.S. Treasury and government agency securities

44,905

—

44,906

Debentures of FHLB, FNMA, and FHLMC

19,388

612

—

20,000

Corporate debt securities

1,895,107

46,107

7,508

1,933,706

Asset-backed securities

3,081,712

34,499

9,196

3,107,015

State and municipal securities

1,804,195

8,844

45,411

1,767,628

Mortgage-backed securities:

U.S. government agencies

1,485,064

12,966

951

1,497,079

FHLMC and FNMA debt securities

3,836,056

48,715

3,768

3,881,003

Non-agency securities

1,206,967

140,506

1,066,463

Total investment securities available-for-sale

13,373,394

151,746

207,340

13,317,800


	December 31, 2010
			Gross		Gross
	Amortized		unrealized		unrealized		Fair
	Cost		Gains		Loss		Value
Investment Securities:
U.S. Treasury and government agency securities	$	12,997	$	—	$	—	$	12,997
Debentures of FHLB, FNMA, and FHLMC		24,291		708		—		24,999
Corporate debt securities		2,148,919		66,924		13,056		2,202,787
Asset-backed securities		3,097,959		37,849		11,205		3,124,603
State and municipal securities		2,000,974		1,609		120,303		1,882,280
Mortgage-backed securities:
U.S. government agencies		364,331		75		10		364,396
FHLMC and FNMA debt securities		4,254,734		51,473		7,204		4,299,003
Non-agency securities		1,607,514		260		146,991		1,460,783


Total investment securities available-for-sale	$	13,511,719	$	158,898	$	298,769	$	13,371,848

Investment securities available-for-sale with an estimated fair value of $3.4 billion and $5.7 billion were pledged as collateral for borrowings, standby letters of credit, interest rate agreements and certain public deposits at June 30, 2011 and December 31, 2010, respectively.

The following tables disclose the aggregate amount of unrealized losses as of June 30, 2011 and December 31, 2010 on securities in SHUSA’s investment portfolio classified according to the amount of time that those securities have been in a continuous loss position:

At June 30, 2011

Less than 12 months

12 months or longer

Total

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

Investment Securities:

Corporate debt securities

185,660

(1,723

)

61,789

(5,785

)

247,449

(7,508

)

Asset-backed securities

546,131

(2,799

)

148,579

(6,397

)

694,710

(9,196

)

State and municipal securities

843,351

(21,102

)

256,466

(24,309

)

1,099,817

(45,411

)

Mortgage-backed securities:

U.S. government agencies

147,464

(951

)

—

147,464

(951

)

FHLMC and FNMA debt securities

820,539

(3,571

)

13,017

(197

)

833,556

(3,768

)

Non-agency securities

94,828

(4,835

)

971,312

(135,671

)

1,066,140

(140,506

)

Total investment securities available-for-sale

2,637,973

(34,981

)

1,451,163

(172,359

)

4,089,136

(207,340

)

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(2) INVESTMENT SECURITIES (continued)


	At December 31, 2010
	Less than 12 months					12 months or longer					Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Investment Securities:
Corporate debt securities	$	535,892	$	(12,356	)	$	9,426	$	(700	)	$	545,318	$	(13,056	)
Asset-backed securities		660,683		(4,498	)		96,005		(6,707	)		756,688		(11,205	)
State and municipal securities		1,420,899		(83,641	)		245,067		(36,662	)		1,665,966		(120,303	)
Mortgage-backed securities:
U.S. government agencies		5,380		(10	)		—		—			5,380		(10	)
FHLMC and FNMA debt securities		947,311		(7,078	)		13,537		(126	)		960,848		(7,204	)
Non-agency securities		62,744		(3,879	)		1,358,715		(143,112	)		1,421,459		(146,991	)


Total investment securities available-for-sale	$	3,632,909	$	(111,462	)	$	1,722,750	$	(187,307	)	$	5,355,659	$	(298,769	)

As of June 30, 2011, management has concluded that the unrealized losses above on its investment securities (which totaled 168 individual securities) are temporary in nature since they are not related to the underlying credit quality of the issuers, the principal and interest on these securities are from investment grade issuers, the Company does not intend to sell these investments, and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.

The unrealized losses on the Company’s state and municipal bond portfolio were $45.4 million at June 30, 2011 compared to $120.3 million at December 31, 2010. This portfolio consists of 98.8% general obligation bonds of states, cities, counties and school districts. The portfolio has a weighted average underlying credit risk rating of AA-. 74.2% of these bonds are insured with various companies and as such, carry additional credit protection. The largest geographic concentrations of our state and local municipal bonds are in California, which represented 22% of the total portfolio. No other state had more than 20% of the total portfolio. The Company has determined that the unrealized losses on the portfolio are due to an increase in credit spreads since acquisition, principally for obligors in certain geographic locations.

The unrealized losses on the non-agency securities portfolio were $140.5 million at June 30, 2011 compared with $147.0 million at December 31, 2010. Other than what is described in the following paragraph, this portfolio consists primarily of highly rated non-agency mortgage-backed securities from a diverse group of issuers in the private-label market. The Company has determined that the unrealized losses on the portfolio are due to an increase in credit spreads since acquisition and liquidity issues in the marketplace. The Company has concluded these unrealized losses are temporary in nature on the majority of this portfolio since we believe based on modeled projections, that there is sufficient credit subordination associated with these securities.

Proceeds from sales of investment securities and the realized gross gains and losses from those sales are as follows:


	Six-Month Period
	Ended June 30,
	2011			2010

Proceeds from sales	$	3,707,603		$	1,996,969


Gross realized gains	$	82,384		$	77,991
Gross realized losses		(130	)		(951	)


Net realized gains	$	82,254		$	77,040

At June 30, 2011 and December 31, 2010, SHUSA had thirteen and fourteen investments, respectively in certain non-agency mortgage backed securities with ending book values of $650.9 million and $874.3 million, respectively, for which the Company does not expect to collect all of its scheduled principal. Cumulative credit losses for these securities recognized in earnings were $142.8 million at June 30, 2011 and $210.9 million at December 31, 2010.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(2) INVESTMENT SECURITIES (continued)

The following table displays changes in credit losses for debt securities recognized in earnings for the six months ended June 30, 2011, and expected to be recognized in earnings over the remaining life of the securities.


	Six			Six
	Months			Months
	Ending			Ending
	June 30,			June 30,
	2011			2010

Cumulative credit loss recognized on non-agency securities at the beginning of the period	$	210,919		$	206,155

Cumulative reduction as of the beginning of the period for accretion into interest income for the expected increase in cash flow on certain non-agency securities		(9,631	)		—

Current period accretion into interest income for the expected increase in cash flow on certain non-agency securities		(6,342	)		(3,050	)

Additions for amount related to credit loss for which an OTTI was not previously recognized		—			3,134

Reductions for securities sold during the period		(68,442	)		—

Additional increases to credit losses for previously recognized OTTI charges when the entity does not intend to sell the security		325			—


Net cumulative credit loss recognized on non-agency securities as of the end of the period		126,829			206,239

Reductions for increases in cash flows expected to be collected and recognized over the remaining life of securities		(31,685	)		(51,293	)


Projected ending balance of the amount related to credit losses on debt securities at the end of the period for which a portion of an other-than-temporary impairment was recognized in other comprehensive income	$	95,144		$	154,946

The thirteen bonds that SHUSA has recorded other-than-temporary impairments on have a weighted average S&P credit rating of CC at June 30, 2011 and CCC at December 31, 2010. Each of these securities contains various levels of credit subordination. The underlying mortgage loans that comprise these investment securities were primarily originated in the years 2005 through 2007. Approximately 56.7% of these loans were jumbo loans, and approximately 70.1% of the collateral backing these securities were limited documentation loans. A summary of the key assumptions utilized to forecast future expected cash flows on the securities determined to have other-than-temporary-impairment were as follows at June 30, 2011 and December 31, 2010.


	June 30, 2011			December 31, 2010
Loss severity		52.83	%		49.21	%
Expected cumulative loss percentage		24.85	%		22.99	%
Cumulative loss percentage to date		5.38	%		4.72	%
Weighted average FICO		712			711
Weighted average LTV		67.7	%		68.4	%

Contractual maturities of SHUSA’s investment securities available for sale at June 30, 2011 are as follows:


	Amortized		Fair
	Cost		Value
Due within one year	$	269,624	$	272,793
Due after 1 within 5 years		3,171,050		3,224,057
Due after 5 within 10 years		1,157,123		1,166,042
Due after 10 years/ no maturity		8,775,597		8,654,908


Total	$	13,373,394	$	13,317,800

Actual maturities may differ from contractual maturities when there exists a right to call or prepay obligations with or without call or prepayment penalties.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(3) GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill totals $2.3 billion in our Retail segment and $1.2 billion in our Corporate segment at June 30, 2011. Our SCUSA segment has goodwill of $692.9 million at June 30, 2011.

The following table details amounts related to our intangible assets as of June 30, 2011 and December 31, 2010.


	June 30, 2011				December 31, 2010
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Amortizing intangible assets

Core Deposit intangibles	$	100,649	$	490,451	$	124,352	$	466,748
Purchased Credit Card Relationship (“PCCR”)		10,780		3,120		—		—
SCUSA Trademarks		39,278		1,369		39,669		978
SCUSA Customer Relationships		8,577		3,823		9,197		3,203
Operating Lease Agreements		10,864		4,698		11,736		3,827
Other		2,789		4,706		3,987		3,508


Total	$	172,937	$	508,167	$	188,941	$	478,264


Amortization expense
Three months		Six months		Three months		Six months
ended June 30,		ended June 30,		ended June 30,		ended June 30,
2011		2011		2010		2010
$	16,103	$	29,903	$	16,673	$	33,446

Intangibles decreased as a result of normal amortization which was offset by the recognition of a new PCCR intangible asset in the amount of $13. 9 million related to the credit card portfolio acquisition in the second quarter of 2011. The estimated aggregate amortization expense related to core deposit intangibles for 2011 and each of the five succeeding calendar years ending December 31 is:


	Calendar				Remaining
	Year		Recorded		Amount
Year	Amount		To Date		To Record
2011	$	49,462	$	26,822	$	22,640
2012		35,585		—		35,585
2013		25,855		—		25,855
2014		16,884		—		16,884
2015		8,851		—		8,851
2016		1,614		—		1,614

Goodwill was not impaired at June 30, 2011, or December 31, 2010, nor was any goodwill written off due to impairment during the six-month period ended June 30, 2011. Other than an $11.2 million impairment recorded in the second quarter of 2010 related to the SCUSA segment, there was not any goodwill written off due to impairment during the six-month period ended June 30, 2010. During the three-months ended June 30, 2011, the Company reviewed current conditions and prior projections for all of its reporting units. As a result of these reviews, the Company concluded that goodwill for these businesses and the Company’s other reporting units was not impaired at June 30, 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS

The following table presents the composition of the loans held for investment portfolio by type of loan and by fixed and adjustable rates at the dates indicated:


	June 30, 2011					December 31, 2010
	Amount		Percent			Amount		Percent
Commercial real estate loans	$	10,818,465		16.4	%	$	11,311,167		17.4	%
Commercial and industrial loans		10,279,911		15.6			9,931,143		15.3
Multi-family loans		7,004,401		10.6			6,746,558		10.4
Other		1,145,657		1.7			1,170,044		1.8


Total commercial loans held for investment		29,248,434		44.3			29,158,912		44.9


Residential mortgages		11,468,395		17.3			11,029,650		17.0
Home equity loans and lines of credit		6,936,237		10.5			7,005,539		10.7


Total consumer loans secured by real estate		18,404,632		27.8			18,035,189		27.7

Auto loans		15,830,624		24.0			16,714,124		25.7
Other		2,565,673		3.9			1,109,659		1.7


Total consumer loans held for investment		36,800,929		55.7			35,858,972		55.1


Total loans held for investment (1)	$	66,049,363		100.0	%	$	65,017,884		100.0	%


Total loans held for investment with:
Fixed rate	$	41,835,025		63.3	%	$	41,405,419		63.7	%
Variable rate		24,214,338		36.7			23,612,465		36.3


Total loans held for investment (1)	$	66,049,363		100.0	%	$	65,017,884		100.0	%


(1)		Total loans held for investment includes deferred loan origination costs, net of deferred loan fees and unamortized purchase premiums, net of discounts as well as purchase accounting adjustments. These items resulted in a net decrease in loan balances of $783.2 million and $920.7 million at June 30, 2011 and December 31, 2010, respectively. The reason for the variance was due primarily to loans acquired by Sovereign Bank during the first quarter of 2011. Loans pledged as collateral for borrowings totaled $49.4 billion at June 30, 2011 and $47.7 billion at December 31, 2010.

The entire loans held for sale portfolio at June 30, 2011 and December 31, 2010 consists of fixed rate residential mortgages. The balance at June 30, 2011 was $110.5 million compared to $150.1 million at December 31, 2010.

On January 5, 2011, Sovereign Bank purchased $1.7 billion of marine and recreational vehicle loans. On June 30, 2011, Sovereign Bank purchased a $181.9 million credit card receivable portfolio.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

The following tables present the activity in the allowance for credit losses for the periods indicated and the composition of non-performing assets at the dates indicated:


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2011			2010			2011		2010

Allowance for loan losses, beginning of period	$	2,207,347		$	1,932,360		$	2,197,450	$	1,818,224
Allowance established in connection with reconsolidation of previously unconsolidated securitized assets		—			(19,653	)		—		5,991
Charge-offs:
Commercial		143,340			176,864			255,679		351,468
Consumer secured by real estate		38,998			36,784			68,065		65,717
Consumer not secured by real estate		163,776			151,189			352,755		380,629


Total Charge-offs		346,114			364,837			676,499		797,814


Recoveries:
Commercial		12,811			17,452			19,711		27,332
Consumer secured by real estate		1,268			293			2,411		773
Consumer not secured by real estate		67,514			60,525			143,206		139,438


Total Recoveries		81,593			78,270			165,328		167,543


Charge-offs, net of recoveries		264,521			286,567			511,171		630,271
Provision for loan losses (1)		284,147			416,870			540,694		849,066


Allowance for loan losses, end of period		2,226,973			2,043,010			2,226,973		2,043,010

Reserve for unfunded lending commitments, beginning of period		351,846			239,651			300,621		259,140
Provision for unfunded lending commitments (1)		(11,003	)		20,434			40,222		945

Reserve for unfunded lending commitments, end of period		340,843			260,085			340,843		260,085

Total allowance for credit losses, end of period	$	2,567,816		$	2,303,095		$	2,567,816	$	2,303,095


(1)		SHUSA defines the provision for credit losses on the consolidated statement of operations as the sum of the total provision for loan losses and provision for unfunded lending commitments.


	June 30,		December 31,
	2011		2010
Non-accrual loans:
Consumer:
Residential mortgages	$	570,625	$	602,027
Home equity loans and lines of credit		118,666		125,310
Auto loans and other consumer loans		478,850		592,650

Total consumer loans		1,168,141		1,319,987
Commercial		397,616		528,333
Commercial real estate		511,113		653,221
Multi-family		213,891		224,728

Total commercial loans		1,122,620		1,406,282

Total non-accrual loans		2,290,761		2,726,269


Other real estate owned		197,013		143,149
Other repossessed assets		61,874		79,854


Total other real estate owned and other repossessed assets		258,887		223,003


Total non-performing assets	$	2,549,648	$	2,949,272

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

Impaired loans are generally defined as all Troubled Debt Restructurings (“TDRs”) plus commercial non-accrual loans in excess of $1 million and residential mortgage loans with specific reserves. Impaired and past due loans are summarized as follows:


	June 30,		December 31,
	2011		2010
Impaired loans with a related allowance	$	1,727,600	$	1,836,993
Impaired loans without a related allowance		274,840		299,501


Total impaired loans	$	2,002,440	$	2,136,494


Allowance for impaired loans	$	441,146	$	417,873


Total loans past due 90 days as to interest or principal and accruing interest	$	—	$	169

SHUSA, through its SCUSA subsidiary, acquires certain auto loans at a substantial discount from par from manufacturer-franchised dealers or other companies engaged in non-prime lending activities. Part of this discount is attributable to the expectation that not all contractual cash flows will be received from the borrowers. These loans are accounted for under the Receivable topic of the FASB Accounting Standards Codification (Section 310-30) “Loans and Debt Securities Acquired with Deteriorated Credit Quality”. The excess of cash flows expected over the estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income over the remaining life of the loans using the constant effective yield method. The difference between contractually required payments and the undiscounted cash flows expected to be collected at acquisition is referred to as the nonaccretable difference.

Changes in the actual or expected cash flows of purchased impaired loans from the date of acquisition will either impact the accretable yield or result in an impairment charge to the provision for credit losses in the period in which the changes are deemed probable. Subsequent decreases to the net present value of expected cash flows will generally result in an impairment charge to the provision for credit losses, resulting in an increase to the ALLL, and a reclassification from accretable yield to nonaccretable difference. Subsequent increases in the net present value of cash flows will result in a recovery of any previously recorded provision, to the extent applicable, and a reclassification from nonaccretable difference to accretable yield, which is recognized prospectively over the remaining lives of the loans. Prepayments are treated as a reduction of cash flows expected to be collected and a reduction of projections of contractual cash flows such that the nonaccretable difference is not affected. Thus, for decreases in cash flows expected to be collected resulting from prepayments, the effect will be to reduce the yield prospectively.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

A rollforward of the nonaccretable and accretable yield on loans accounted for under Section 310-30 is shown below for the six months ended June 30, 2011 and June 30, 2010:


	Contractual			Nonaccretable			Accretable			Carrying
	Receivable Amount			(Yield)/Premium			Premium/(Yield)			Amount (1)
Balance at January 1, 2011	$	9,147,004		$	(966,463	)	$	210,459		$	8,391,000
Principal reductions		(1,992,112	)		—			—			(1,992,112	)
Charge-offs, net		(155,030	)		155,030			—			—
Accretion of loan discount (premium)		—			—			(85,920	)		(85,920	)
Transfers between nonaccretable and accretable yield		—			47,616			(47,616	)		—
Settlement adjustments		10,288			(2,279	)		(262	)		7,747


Balance at June 30, 2011	$	7,010,150		$	(766,096	)	$	76,661		$	6,320,715


(1)		Carrying amount includes principal and accrued interest.


	Contractual			Nonaccretable			Accretable			Carrying
	Receivable Amount			(Yield)/Premium			(Yield)/Premium			Amount
Balance at January 1, 2010	$	2,042,594		$	(225,949	)	$	(35,207	)	$	1,781,438
Additions (Loans acquired during the period)		1,451,771			(147,201	)		34,370			1,338,940
Principal reductions		(560,765	)		—			—			(560,765	)
Charge-offs, net		(72,020	)		72,020			—			—
Accretion of loan discount		—			—			1,938			1,938


Balance at June 30, 2010	$	2,861,580		$	(301,130	)	$	1,101		$	2,561,551

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

U.S. GAAP requires that entities disclose information about the credit quality of its financing receivables at disaggregated levels, specifically defined as “portfolio segments” and “classes” based on management’s systematic methodology for determining its allowance for credit losses. As such, compared to the financial statement categorization of loans, SHUSA utilizes an alternate categorization for purposes of modeling and calculating the allowance for credit losses and for tracking the credit quality, delinquency and impairment status of the underlying commercial and consumer loan populations.

In disaggregating its financing receivables portfolio, SHUSA’s methodology starts with the commercial and consumer segments. The commercial segmentation reflects line of business distinctions. “Corporate banking” includes the majority of C&I loans as well as related owner-occupied real estate. “Middle market commercial real estate” represents the portfolio of specialized lending for investment real estate. “Continuing care retirement communities” is the portfolio of financing for continuing care retirement communities. “Santander real estate capital” is the real estate portfolio of the specialized lending group in Brooklyn, NY. “Remaining commercial” represents principally the commercial equipment and vehicle funding business.

The consumer segmentation reflects product structure with minor variations from the financial statement categories. “Home mortgages” is generally residential mortgages, “Self-originated home equity” excludes purchased home equity portfolios, and “Indirect auto” excludes self-originated direct auto loans. “Indirect purchased” represents an acquired portfolio of marine and recreational vehicle contracts. Direct auto loans and purchased home equity loans make up the majority of balances in “Remaining consumer”.

The activity in the allowance for loan losses for the six-month period ended June 30, 2011 was as follows:

Commercial

Consumer

Unallocated

Total

Allowance for loan losses:

Allowance for loan losses, beginning of period

905,786

1,275,982

15,682

2,197,450

Provision for loan losses

176,242

347,322

17,130

540,694

Charge-offs

(255,679

)

(420,820

)

—

(676,499

)

Recoveries

19,711

145,617

—

165,328

Charge-offs, net of recoveries

(235,968

)

(275,203

)

—

(511,171

)

Allowance for loan losses, end of period

846,060

1,348,101

32,812

2,226,973

Ending balance, individually evaluated for impairment

273,287

167,859

—

441,146

Ending balance, collectively evaluated for impairment

572,773

1,069,142

32,812

1,674,727

Purchased impaired loans

—

111,100

—

111,100

Financing receivables:

Ending balance

29,248,434

36,911,395

—

66,159,829

Ending balance, evaluated at fair value

—

110,466

—

110,466

Ending balance, individually evaluated for impairment

1,042,005

960,435

—

2,002,440

Ending balance, collectively evaluated for impairment

28,206,429

29,581,343

—

57,787,772

Purchased impaired loans

—

6,259,151

—

6,259,151

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

Non-accrual loans disaggregated by class of financing receivables are summarized as follows:


	June 30,		December 31,
	2011		2010
Non-accrual loans:
Consumer:
Home mortgages	$	570,624	$	602,027
Self-originated home equity		67,944		63,686
Indirect auto		457,014		563,002
Indirect purchased		15,093		—
Remaining consumer		57,466		91,272

Total consumer loans		1,168,141		1,319,987
Commercial:
Corporate banking		521,379		653,943
Middle market commercial real estate		256,955		379,898
Continuing care retirement communities		133,451		126,704
Santander real estate capital		182,702		203,802
Remaining commercial		28,133		41,935

Total commercial loans		1,122,620		1,406,282


Total non-accrual loans	$	2,290,761	$	2,726,269

Delinquencies disaggregated by class of financing receivables are summarized as follows as of June 30, 2011:


													Recorded
			60-89										Investment
	30-59		Days		Greater						Total		> 90 Days
	Days Past		Past		Than 90		Total				Financing		and
	Due		Due		Days		Past Due		Current		Receivables		Accruing
Corporate banking	$	44,269	$	29,841	$	316,773	$	390,883	$	14,373,873	$	14,764,756	$	—
Middle market commercial real estate		10,898		11,041		138,664		160,603		3,690,668		3,851,271		—
Continuing care retirement communities		23		43,528		57,699		101,250		375,665		476,915		—
Santander real estate capital		20,747		37,011		132,811		190,569		9,120,502		9,311,071		—
Remaining commercial		3,594		1,438		27,082		32,114		812,309		844,423		—
Home mortgages		234,389		92,338		570,625		897,352		10,679,953		11,577,305		—
Self-originated home equity		19,464		7,861		67,944		95,269		6,442,787		6,538,056		—
Indirect auto		1,180,112		338,909		128,441		1,647,462		13,970,402		15,617,864		—
Indirect purchased		24,772		12,837		6,313		43,922		2,082,917		2,126,839		—
Credit cards		1,859		1,609		4,013		7,481		174,335		181,816
Remaining consumer		22,780		11,241		57,466		91,487		778,026		869,513		—

Total	$	1,562,907	$	587,654	$	1,507,831	$	3,658,392	$	62,501,437	$	66,159,829	$	—

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

Delinquencies disaggregated by class of financing receivables are summarized as follows as of December 31, 2010:


													Recorded
			60-89										Investment
	30-59		Days		Greater						Total		> 90 Days
	Days Past		Past		Than 90		Total				Financing		and
	Due		Due		Days		Past Due		Current		Receivables		Accruing
Corporate banking	$	83,039	$	51,675	$	425,824	$	560,538	$	14,192,156	$	14,752,694	$	—
Middle market commercial real estate		37,619		24,980		187,393		249,992		3,530,116		3,780,108		169
Continuing care retirement communities		13,300		—		107,579		120,879		460,168		581,047		—
Santander real estate capital		119,795		27,819		161,583		309,197		8,881,740		9,190,937		—
Remaining commercial		5,491		32,982		8,312		46,785		807,341		854,126		—
Home mortgages		238,829		106,756		602,027		947,612		10,230,512		11,178,124		—
Self-originated home equity		18,540		12,774		63,686		95,000		6,461,605		6,556,605		—
Indirect auto		1,455,595		412,774		140,238		2,008,607		14,762,568		16,771,175		—
Remaining consumer		52,751		26,116		71,492		150,359		1,352,772		1,503,131		—

Total	$	2,024,959	$	695,876	$	1,768,134	$	4,488,969	$	60,678,978	$	65,167,947	$	169

Impaired loans disaggregated by class of financing receivables are summarized as follows:

Unpaid

Average

Recorded

Principal

Specific

Recorded

June 30, 2011

Investment

Balance

Reserves

Investment

With no related allowance recorded:

Corporate banking

70,504

—

102,329

Middle market commercial real estate

89,988

—

75,995

Continuing care retirement communities

18,896

—

9,940

Santander real estate capital

26,685

—

30,645

Remaining commercial

1,368

—

684

Home mortgages

67,399

—

67,578

With an allowance recorded:

Corporate banking

165,715

321,368

155,653

176,506

Middle market commercial real estate

163,071

206,539

43,468

210,355

Continuing care retirement communities

95,911

133,190

37,279

99,998

Santander real estate capital

116,788

146,960

30,172

106,686

Remaining commercial

19,792

26,507

6,715

22,895

Home mortgages

615,154

752,831

137,677

580,116

Indirect auto

110,023

140,205

30,182

156,233

Total:

Commercial

768,718

1,042,005

273,287

836,033

Consumer

792,576

960,435

167,859

803,927

Total

1,561,294

2,002,440

441,146

1,639,960

We did not recognize any interest income on impaired loans, including TDRs that have not returned to performing status. We recognized interest income on approximately $539.4 million of TDRs that were returned to performing status as of June 30, 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)


					Related
	Recorded		Unpaid Principal		Specific
December 31, 2010	Investment		Balance		Reserves
With no related allowance recorded:
Corporate banking	$	134,154	$	134,154	$	—
Middle market commercial real estate		62,002		62,002		—
Continuing care retirement communities		983		983		—
Santander real estate capital		34,605		34,605		—
Remaining commercial		—		—		—
Home mortgages		67,757		67,757		—
With an allowance recorded:
Corporate banking		187,296		345,322		158,026
Middle market commercial real estate		257,639		317,378		59,739
Continuing care retirement communities		104,084		125,720		21,636
Santander real estate capital		96,583		123,581		26,998
Remaining commercial		25,998		39,818		13,820
Home mortgages		545,077		678,956		133,879
Indirect auto		202,443		206,218		3,775

Total:
Commercial	$	903,344	$	1,183,563	$	280,219
Consumer		815,277		952,931		137,654

Total	$	1,718,621	$	2,136,494	$	417,873

Commercial credit quality disaggregated by class of financing receivables is summarized according to standard regulatory classifications as follows:

PASS. Asset is well protected by the current net worth and paying capacity of the obligor or guarantors, if any, or by the fair value, less costs to acquire and sell any underlying collateral in a timely manner.

SPECIAL MENTION. Asset has potential weaknesses that deserve management’s close attention, which, if left uncorrected, may result in deterioration of the repayment prospects for an asset at some future date. Special Mention assets are not adversely classified.

SUBSTANDARD. Asset is inadequately protected by the current net worth and paying capacity of the obligor or by the collateral pledged, if any. A well- defined weakness or weaknesses exist that jeopardize the liquidation of the debt. Characterized by distinct possibility that the Bank will sustain some loss if deficiencies are not corrected.

DOUBTFUL. Exhibits the inherent weaknesses of a substandard credit. Additional characteristics exist that make collection or liquidation in full highly questionable and improbable, on the basis of currently known facts, conditions and values. Possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the credit, an estimated loss cannot yet be determined.

LOSS. Credit is considered uncollectible and of such little value that it does not warrant consideration as an active asset. There may be some recovery or salvage value, but there is doubt as to whether, how much or when the recovery would occur.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(4) LOANS (continued)

Regulatory classifications by class of financing receivables are summarized as follows:

Middle

Continuing

market

care

Santander

Corporate

commercial

retirement

real estate

Remaining

June 30, 2011

banking

real estate

communities

capital

commercial

Total

Regulatory Rating:

Pass

13,164,491

2,368,456

162,496

8,670,737

783,654

25,149,834

Special Mention

628,363

702,753

105,569

314,366

9,993

1,761,044

Substandard

807,446

637,431

75,400

259,605

50,552

1,830,434

Doubtful

164,456

142,630

133,451

66,362

223

507,122

Loss

—

Total commercial loans

14,764,756

3,851,270

476,916

9,311,070

844,422

29,248,434


			Middle		Continuing
			market		care		Santander
	Corporate		commercial		retirement		real estate		Remaining
December 31, 2010	banking		real estate		communities		capital		commercial		Total
Regulatory Rating:
Pass	$	12,709,768	$	2,306,926	$	307,890	$	8,482,219	$	765,493	$	24,572,296
Special Mention		796,484		652,330		55,886		320,727		12,488		1,837,915
Substandard		1,043,379		632,901		90,567		312,130		74,629		2,153,606
Doubtful		201,248		187,951		126,704		75,861		1,517		593,281
Loss		1,814		—		—		—		—		1,814

Total commercial loans	$	14,752,693	$	3,780,108	$	581,047	$	9,190,937	$	854,127	$	29,158,912

Consumer credit quality disaggregated by class of financing receivables is summarized as follows:

Home

Self-originated

Indirect

Credit

Remaining

June 30, 2011

mortgages

home equity

auto

purchased

cards

consumer

Total

Performing

11,006,681

6,470,112

15,160,850

2,111,747

181,816

812,047

35,743,253

Nonperforming

570,625

67,944

457,014

15,093

—

57,466

1,168,142

Total consumer loans

11,577,306

6,538,056

15,617,864

2,126,840

181,816

869,513

36,911,395


	Home		Self-originated		Indirect		Indirect		Credit		Remaining
December 31, 2010	mortgages		home equity		auto		purchased		cards		consumer		Total
Performing	$	10,576,097	$	6,492,919	$	15,931,345		—		—	$	1,688,687	$	34,689,048
Nonperforming		602,027		63,686		563,002		—		—		91,272		1,319,987

Total consumer loans	$	11,178,124	$	6,556,605	$	16,494,347		—		—	$	1,779,959	$	36,009,035

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(5) DEPOSIT PORTFOLIO COMPOSITION

The following table presents the composition of deposits and other customer accounts at the dates indicated:


	June 30, 2011								December 31, 2010
						Weighted								Weighted
						Average								Average
	Amount		Percent			Rate			Amount		Percent			Rate
Demand deposit accounts	$	7,740,009		16.4	%		—	%	$	7,141,527		16.7	%		—	%
NOW accounts		5,636,992		11.9			0.12			5,689,021		13.3			0.13
Money market accounts		16,042,345		33.9			0.63			14,272,645		33.5			0.66
Savings accounts		3,523,233		7.5			0.12			3,463,061		8.1			0.11
Certificates of deposit		8,697,745		18.4			1.42			7,827,485		18.4			1.25

Total retail and commercial deposits		41,640,324		88.1			0.57			38,393,739		90.0			0.53
Wholesale NOW accounts		127,000		0.3			0.10			87,000		0.2			0.35
Wholesale certificates of deposit		2,165,389		4.6			0.48			537,217		1.3			0.71

Total wholesale deposits		2,292,389		4.9			0.46			624,217		1.5			0.66
Government deposits		2,135,233		4.5			0.33			1,889,397		4.4			0.43
Customer repurchase agreements		1,188,129		2.5			0.31			1,765,940		4.1			0.27

Total deposits	$	47,256,075		100.0	%		0.54	%	$	42,673,293		100.0	%		0.52	%

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(6) BORROWINGS AND OTHER DEBT OBLIGATIONS

The following table presents information regarding Sovereign Bank borrowings and other debt obligations at the dates indicated:


	June 30, 2011					December 31, 2010
			Effective					Effective
	Balance		Rate			Balance		Rate
Sovereign Bank borrowings and other debt obligations:
Overnight federal funds purchased	$	1,887,000		0.05	%	$	954,000		0.19	%
Federal Home Loan Bank (FHLB) advances		9,830,447		4.09			9,849,041		4.10
Securities sold under repurchase agreements, maturing through August 2018^a		—		—			1,389,382		0.31
Reit preferred^b		148,256		14.08			147,530		14.20
2.75% senior notes, due January 2012^c		1,349,007		3.92			1,348,111		3.92
3.750% subordinated debentures, due March 2014^d		—		—			219,530		3.75
5.125% subordinated debentures, due March 2013^d		488,099		5.24			485,276		5.28
4.375% subordinated debentures, due August 2013^d		—		—			271,945		4.38
8.750% subordinated debentures, due May 2018^d		496,360		8.81			496,170		8.82


Total Sovereign Bank borrowings and other debt obligations	$	14,199,169		3.85	%	$	15,160,985		3.78	%


^a		Included in borrowings and other debt obligations are sales of securities under repurchase agreements. Repurchase agreements are treated as financings with the obligations to repurchase securities sold reflected as a liability in the balance sheet. The dollar amount of securities underlying the agreements remains recorded as an asset, although the securities underlying the agreements are delivered to the brokers who arranged the transactions. In certain instances, the broker may have sold, loaned, or disposed of the securities to other parties in the normal course of their operations, and have agreed to deliver to SHUSA substantially similar securities at the maturity of the agreements. The broker/dealers who participate with SHUSA in these agreements are primarily broker/dealers reporting to the Federal Reserve Bank of New York.

^b		On August 21, 2000, SHUSA received approximately $140 million of net proceeds from the issuance of $161.8 million of 12% Series A Noncumulative Preferred Interests in Sovereign Real Estate Investment Trust (“SREIT”), a subsidiary of Sovereign Bank, that holds primarily residential real estate loans. The preferred stock was issued at a discount, and is being amortized over the life of the preferred shares using the effective yield method. The preferred shares may be redeemed at any time on or after May 16, 2020, at the option of SHUSA subject to the approval of our primary regulator. Under certain circumstances, the preferred shares are automatically exchangeable into preferred stock of Sovereign Bank. The offering was made exclusively to institutional investors. The proceeds of this offering were principally used to repay corporate debt.

^c		In December 2008, Sovereign Bank issued $1.4 billion in 3 year fixed rate FDIC-guaranteed senior unsecured notes under the TLG Program. The fixed rate note bears interest at a rate of 2.75% and matures on January 17, 2012.

^d		Sovereign Bank has issued various subordinated notes. These debentures are non-callable fixed rate notes that are due between March 2013 through May 2018. These notes are not subject to redemption prior to their maturity dates except in the case of the insolvency or liquidation of Sovereign Bank, and then only with prior regulatory approval. These subordinated notes qualify as Tier 2 regulatory capital for Sovereign Bank. Under the current regulatory capital framework, 5 years prior to maturity, 20% of the balance of the subordinated note will no longer qualify as Tier 2 capital. In each successive year prior to maturity, an additional 20% of the subordinated note will no longer qualify as Tier 2 capital. Prior to December 31, 2010, the Company received approval from our primary regulator to repurchase $271.9 million of 4.375% fixed rate/floating rate subordinated bank notes due August 1, 2013 and $219.5 million of 3.75% fixed rate/floating rate subordinated bank notes due April 1, 2014. These notes were subsequently repurchased during the first quarter of 2011. The 4.375% notes were redeemable in whole or in part as of August 1, 2008 and the 3.75% notes were redeemable in whole or in part as of April 1, 2009. In anticipation of this repurchase, the Company wrote off $5.2 million of unamortized discounts, purchase marks and deferred issuance costs through loss on debt extinguishment at December 31, 2010.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(6) BORROWINGS AND OTHER DEBT OBLIGATIONS (continued)

The following table presents information regarding SCUSA borrowings and other debt obligations at the dates indicated:


	June 30, 2011					December 31, 2010
			Effective					Effective
	Balance		Rate			Balance		Rate
SCUSA borrowings and other debt obligations:
SCUSA Subordinated revolving credit facility, due December 2011		100,000		1.94			100,000		2.01
SCUSA Subordinated revolving credit facility, due December 2011		150,000		1.94			150,000		2.05
SCUSA Warehouse lines with Santander and related subsidiaries^e		2,386,293		2.48			4,148,355		1.57
SCUSA Warehouse line, due May 2011^f		—		—			475,825		1.62
SCUSA Warehouse line, due May 2011^f		—		—			23,660		3.11
SCUSA Warehouse line, due August 2011^f		491,876		1.82			209,390		5.85
SCUSA Warehouse line, due March 2012^f		424,164		1.73			516,000		1.71
SCUSA Warehouse line, due May 2012^f		411,200		1.01			129,600		3.40
SCUSA Warehouse line, due May 2012^f		1,017,014		1.12			—		—
SCUSA Warehouse line, due September 2017^f		842,029		2.20			1,077,475		1.96
Asset-backed notes ^g		8,422,928		2.10			8,050,022		2.35
TALF loan		139,876		2.69			196,589		2.22


Total SCUSA borrowings and other debt obligations	$	14,385,380		2.05	%	$	15,076,916		2.11	%


^e		During 2011, the Company, through its SCUSA subsidiary, amended warehouse lines with Santander, acting through its New York branch, to release excess collateral and modify the fee structure of the warehouses. In addition, on December 31, 2010, the Company amended a warehouse line with Santander to increase availability to $3.7 billion and extend the maturity date to December 31, 2011.

^f		During 2011, the Company, through its SCUSA subsidiary amended four warehouse line of credit agreements to extend the maturity dates to May 2011 for two of the lines, March 2012 for one of the lines and May 2012 for the one of the lines.

		SCUSA borrowings of $13.1 billion and $14.2 billion were collateralized by automobile retail installment contracts, recreational vehicle and marine retail installment contracts and commercial loans at June 30, 2011 and December 31, 2010, respectively.

^g		SHUSA, through its SCUSA subsidiary, has entered into various securitization transactions involving their retail automotive installment loans that do not meet the criteria for sale accounting. These transactions are accounted for as secured financings and therefore both the securitized retail installment contracts and the related securitization debt, issued by the special purpose entities, remain on the consolidated balance sheet. The securitized retail automotive installment loans are available to satisfy the related securitization debt and are not available to creditors. SCUSA had $8.4 billion of this variable rate securitized debt outstanding at June 30, 2011 which had a weighted average interest rate of 2.10%. The maturity of this debt is based on the timing of repayments from the securitized assets.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(6) BORROWINGS AND OTHER DEBT OBLIGATIONS (continued)

The following table presents information regarding holding company borrowings and other debt obligations at the dates indicated:


	June 30, 2011					December 31, 2010
			Effective					Effective
	Balance		Rate			Balance		Rate
Holding company borrowings and other debt obligations:
Commercial paper ^h		404,866		0.65			968,355		0.98
Subordinated notes, due March 2020ⁱ		752,201		5.96			751,355		5.96
2.50% senior notes, due June 2012^j		249,557		3.73			249,332		3.73
4.625% senior notes, due April 2016^j		496,427		4.66			—		—
Santander senior line of credit, due April 2011^k		—		—			250,000		0.69
Junior subordinated debentures due to Capital Trust Entities ^l		970,747		6.21			1,173,174		6.50


Total holding company borrowings and other debt obligations	$	2,873,798		4.88	%	$	3,392,216		4.17	%


^h		During 2010, SHUSA initiated a holding company level commercial paper issuance program, which is backed by committed lines from Santander, which at June 30, 2011 had an outstanding balance of $404.9 million and an effective rate of 0.65%.

ⁱ		In March 2010, the Company issued a $750 million subordinated note to Santander, which matures in March 2020. This subordinated note bears interest at 5.75% until March 2015 and then bears interest at 6.25% until maturity. Interest is being recognized at the effective interest rate of 5.96%.

^j		In December 2008, SHUSA issued $250 million in 3.5 year fixed rate senior unsecured notes with the FDIC-guarantee under the TLG Program at a rate of 2.50% which mature on June 15, 2012. In April 2011, SHUSA issued $500 million in 5 year fixed rate senior unsecured notes at a rate of 4.625% which mature on April 19, 2016.

^k		The Company has a line of credit agreement with Banco Santander with a total borrowing capacity of up to $1.5 billion maturing in September 2012. At June 30, 2011, there was no outstanding balance on this line. The Company also had a $1.0 billion line with Banco Santander originally maturing in September 2011 which was terminated in June 2011. The Company is in compliance with all covenants of its credit agreements with Santander.

^l		The total balance of junior subordinated debentures due to Capital Trust Entities at December 31, 2010 was $1.2 billion. Included in this balance is the Trust PIERS. On February 26, 2004, SHUSA completed the offering of $700 million of Trust PIERS, and in March 2004, the Company raised an additional $100 million of Trust PIERS under this offering. The offering was completed through Sovereign Capital Trust IV (the “Trust”), a special purpose entity established to issue the Trust PIERS. Each Trust PIERS had an issue price of $50 and represents an undivided beneficial ownership interest in the assets of the Trust, which consist of:

	•		Junior subordinated debentures issued by SHUSA, each of which will have a principal amount at maturity of $50, and which have a stated maturity of March 1, 2034; and

	•		Warrants to purchase shares of common stock from SHUSA at any time prior to the close of business on March 1, 2034, by delivering junior subordinated debentures (or, in the case of warrant exercises before March 5, 2007, cash equal to the accreted principal amount of a junior subordinated debenture).

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(6) BORROWINGS AND OTHER DEBT OBLIGATIONS (continued)

As a result of the acquisition by Santander, which closed on January 30, 2009, the warrant holders are entitled to receive Santander ADRs upon the exercise of their warrants. Holders may convert each of their Trust PIERS into ADRs representing 0.5482 ordinary shares of Santander, which is equivalent to the conversion ratio of 1.71 shares of the Company common stock per warrant prior to the acquisition if: (1) during any calendar quarter if the closing sale price of Santander ADRs over a specified measurement period meet certain criteria; (2) prior to March 1, 2029, during the five-business-day period following any 10-consecutive-trading-day period in which the average daily trading price of the Trust PIERS for such 10-trading-day period was less than 105% of the average conversion value of the Trust PIERS during that period and the conversion value for each day of that period was less than 98% of the issue price of the Trust PIERS; (3) during any period in which the credit rating assigned to the Trust PIERS by either Moody’s or Standard & Poor’s is below a specified level; (4) if the Trust PIERS have been called for redemption or (5) upon the occurrence of certain corporate transactions. The Trust PIERS and the junior subordinated debentures will have a distribution rate of 4.375% per annum of their issue price, subject to deferral. In addition, contingent distributions of $.08 per $50 issue price per Trust PIERS will be due during any three-month period commencing on or after March 1, 2007 under certain conditions. The Trust PIERS could not be redeemed by SHUSA prior to March 5, 2007, except upon the occurrence of certain special events. On any date after March 5, 2007, SHUSA may, if specified conditions are satisfied, redeem the Trust PIERS, in whole but not in part, for cash for a price equal to 100% of their issue price plus accrued and unpaid distributions to the date of redemption, if the closing price of Santander ADSs has exceeded a price per share that is equal to 130% of the effective conversion price, subject to adjustment, for a specified period. The effective conversion price as of January 30, 2009 was $91.21 per share.

The proceeds from the Trust PIERS of $800 million, net of transaction costs of approximately $16.3 million, were allocated pro rata between “Junior Subordinated debentures due Capital Trust Entities” in the amount of $498.3 million and “Warrants and employee stock options issued” in the amount of $285.4 million based on estimated fair values. The difference between the carrying amount of the subordinated debentures and the principal amount due at maturity is being accreted into interest expense using the effective interest method over the period to maturity of the Trust PIERS which is March 2, 2034. The effective interest rate of the subordinated debentures is 6.57%.

On June 15, 2011, SHUSA redeemed Sovereign Capital Trust V at a par value of $175.0 million. As a consequence, SHUSA wrote off $4.8 million of unamortized deferred issuance costs related to the redemption of the Capital Trust V through loss on debt extinguishment at June 30, 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(7) DERIVATIVES

SHUSA uses derivative instruments as part of its interest rate risk management process to manage risk associated with its financial assets and liabilities, its mortgage banking activities, and to assist its commercial banking customers with their risk management strategies and for certain other market exposures.

One of SHUSA’s primary market risks is interest rate risk. Management uses derivative instruments to mitigate the impact of interest rate movements on the value of certain liabilities, assets and on probable forecasted cash flows. These instruments primarily include interest rate swaps that have underlying interest rates based on key benchmark indices and forward sale or purchase commitments. The nature and volume of the derivative instruments used to manage interest rate risk depend on the level and type of assets and liabilities on the balance sheet and the risk management strategies for the current and anticipated interest rate environment.

Interest rate swaps are generally used to convert fixed rate assets and liabilities to variable rate assets and liabilities and vice versa. SHUSA utilizes interest rate swaps that have a high degree of correlation to the related financial instrument.

As part of its overall business strategy, Sovereign Bank originates fixed rate residential mortgages. It sells a portion of this production to Federal Home Loan Mortgage Corporation (“FHLMC”), Fannie National Mortgage Association (“FNMA”), and private investors. The loans are exchanged for cash or marketable fixed rate mortgage-backed securities which are generally sold. This helps insulate SHUSA from the interest rate risk associated with these fixed rate assets. SHUSA uses forward sales, cash sales and options on mortgage-backed securities as a means of hedging against changes in interest rate on the mortgages that are originated for sale and on interest rate lock commitments.

To accommodate customer needs, SHUSA enters into customer-related financial derivative transactions primarily consisting of interest rate swaps, caps, floors and foreign exchange contracts. Risk exposure from customer positions is managed through transactions with other dealers.

Through the Company’s capital markets and mortgage-banking activities, it is subject to trading risk. The Company employs various tools to measure and manage price risk in its trading portfolios. In addition, the Board of Directors has established certain limits relative to positions and activities. The level of price risk exposure at any given point in time depends on the market environment and expectations of future price and market movements, and will vary from period to period.

Fair Value Hedges. SHUSA has historically entered into pay-variable, receive-fixed interest rate swaps to hedge changes in fair values of certain brokered certificate of deposits and certain debt obligations. SHUSA had no fair value hedges outstanding at June 30, 2011 or December 31, 2010. At June 30, 2011, SHUSA has $30.6 million of deferred net after tax losses on terminated derivative instruments that were hedging fair value changes. These losses will continue to be deferred in other liabilities and will be reclassified into interest expense over the remaining lives of the hedged assets and liabilities.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(7) DERIVATIVES (continued)

Cash Flow Hedges. SHUSA hedges exposures to changes in cash flows associated with forecasted interest payments on variable-rate liabilities, through the use of pay-fixed, receive variable interest rate swaps. The last of the hedges is scheduled to expire in January 2016. SHUSA includes all components of each derivatives gain or loss in the assessment of hedge effectiveness. For the six months ended June 30, 2011 and June 30, 2010, no hedge ineffectiveness was recognized as income in earnings associated with cash flow hedges. At June 30, 2011, SHUSA has $11.7 million of deferred losses on terminated derivative instruments that were hedging the future cash flows on certain borrowings. These losses will continue to be deferred in accumulated other comprehensive income and will be reclassified into interest expense as the future cash flows occur, unless it becomes probable that the forecasted interest payments will not occur, in which case, the losses in AOCI will be recognized immediately. As of June 30, 2011, SHUSA expects approximately $6.2 million of the deferred net after-tax loss on derivative instruments included in accumulated other comprehensive income to be reclassified to earnings during the next twelve months.

Other Derivative Activities. SHUSA’s derivative portfolio also includes mortgage banking interest rate lock commitments and forward sale commitments used for risk management purposes and derivatives executed with commercial banking customers, primarily interest rate swaps and foreign currency contracts.

In June 2010, SHUSA sold its Visa Inc. Class B common shares resulting in a gain of $14.0 million. In conjunction with the sale of its Visa, Inc. Class B shares, SHUSA entered into a total return swap in which SHUSA will make or receive payments based on subsequent changes in the conversion rate of the Class B shares into Class A shares. This total return swap is accounted for as a free standing derivative. The fair value of the total return swap was calculated using a discounted cash flow model based on unobservable inputs consisting of management’s estimate of the probability of certain litigation scenarios, timing of litigation settlements and payments related to the swap.

SCUSA has entered into interest rate swap agreements to hedge variable rate liabilities associated with securitization trust agreements.

Additionally, SCUSA has derivative positions with notionals totaling $1.2 billion and $1.7 billion which were not designated to obtain hedge accounting treatment at June 30, 2011 and December 31, 2010.

All derivative contracts are valued using either cash flow projection models or observable market prices. Pricing models used for valuing derivative instruments are regularly validated by testing through comparison with third parties.

Shown below is a summary of the derivatives designated as accounting hedges at June 30, 2011 and December 31, 2010:


	Notional						Receive			Pay			Life
	Amount		Asset		Liability		Rate			Rate			(Years)
June 30, 2011
Cash flow hedges:
Pay fixed — receive floating interest rate swaps	$	9,599,241	$	—	$	214,242		0.21	%		2.10	%		2.9

December 31, 2010
Cash flow hedges:
Pay fixed — receive floating interest rate swaps	$	9,892,675	$	—	$	174,362		0.22	%		2.38	%		3.0

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(7) DERIVATIVES (continued)

The following table presents the net gains/ (losses) recorded in the Consolidated Statements of Income and accumulated other comprehensive income in the Consolidated Statement of Changes in Shareholders’ Equity relating to derivative instruments designated as cash flow hedges. See Note 8 for further detail of the amounts included in accumulated other comprehensive income.


	2011			2010
For the three months ended June 30:
Amount of (loss)/gain recognized in OCI	$	(21,687	)	$	31,630
Amount of (loss) reclassified from OCI into net interest income		(50,946	)		(61,290	)
Amount of ineffectiveness recognized in other noninterest income		—			—


	2011			2010
For the six months ended June 30:
Amount of gain recognized in OCI	$	57,850		$	124,342
Amount of (loss) reclassified from OCI into net interest income		(99,313	)		(139,258	)
Amount of ineffectiveness recognized in other noninterest income		—			—

Summary information regarding other derivative activities at June 30, 2011 and December 31, 2010 follows:


	Asset derivatives				Liability derivatives
	Fair value				Fair value
	June 30,		December 31,		June 30,		December 31,
	2011		2010		2011		2010

Mortgage banking derivatives:
Forward commitments to sell loans	$	6	$	3,488	$	—	$	—
Interest rate lock commitments		1,498		734		—		—

Total mortgage banking risk management		1,504		4,222		—		—
Customer related derivatives:
Swaps receive fixed		306,604		297,637		707		2,803
Swaps pay fixed		1,943		4,750		301,673		300,485
Other		5,116		4,905		5,048		4,841

Total customer related derivatives		313,663		307,292		307,428		308,129
VISA total return swap		—		—		3,056		4,081
Foreign exchange contracts		26,968		20,707		17,844		13,349
Trading		26,503		21,149		41,804		43,345

Total derivatives not designated as hedging instruments	$	368,638	$	353,370	$	370,132	$	368,904

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(7) DERIVATIVES (continued)

The following financial statement line items were impacted by SHUSA’s derivative activity as of and for the three-months and six-months ended June 30, 2011 and 2010:


	Income Statement Effect For The Three Months Ended
Derivative Activity	June 30, 2011	June 30, 2010
Cash flow hedges:

Pay fixed-receive variable interest rate swaps	Decrease in net interest income of $51.1 million.	Decrease in net interest income of $87.5 million.

Other hedges:

Forward commitments to sell loans	Increase in mortgage banking revenues of $0.8 million.	Decrease in mortgage banking revenues of $4.7 million.

Interest rate lock commitments	Increase in mortgage banking revenues of $0.2 million.	Increase in mortgage banking revenues of $3.9 million.

Customer related hedges	Increase in capital markets revenue of $3.0 million.	Increase in capital markets revenue of $1.9 million.

Total return swap associated with sale of Visa, Inc. Class B shares	Increase in other non-interest income of $1.0 million	Decrease in other non-interest income of $5.2 million

Foreign exchange	Decrease in commercial banking fees of $0.4 million.	Impact was not material.

Trading	Increase to net interest income of $2.4 million.	Decrease to net interest income of $4.9 million.


	Income Statement Effect For The Six Months Ended
Derivative Activity	June 30, 2011	June 30, 2010
Cash flow hedges:

Pay fixed-receive variable interest rate swaps	Decrease in net interest income of $99.5 million.	Decrease in net interest income of $160.6 million.

Other hedges:

Forward commitments to sell loans	Decrease in mortgage banking revenues of $3.5 million.	Decrease in mortgage banking revenues of $6.7 million.

Interest rate lock commitments	Increase in mortgage banking revenues of $0.8 million.	Increase in mortgage banking revenues of $4.7 million.

Customer related hedges	Increase in capital markets revenue of $7.1 million.	Increase in capital markets revenue of $3.8 million.

Total return swap associated with sale of Visa, Inc. Class B shares	Increase in other non-interest income of $1.0 million	Decrease in other non-interest income of $5.2 million

Foreign exchange	Increase in commercial banking fees of $1.8 million.	Decrease in commercial banking fees of $0.7 million.

Trading	Increase to net interest income of $6.9 million.	Decrease to net interest income of $9.8 million.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(8) OTHER COMPREHENSIVE INCOME/(LOSS)

The following table presents the components of other comprehensive income, net of related tax, for the three-month and six-month periods ended June 30, 2011 and 2010:


	Total Other									Total Accumulated
	Comprehensive Income									Other Comprehensive Income
	For the Three Months Ended									March 31,						June 30,
	June 30, 2011									2011						2011
	Pretax			Tax			Net			Beginning			Net			Ending
	Activity			Effect			Activity			Balance			Activity			Balance
Change in accumulated gains/(losses) on cash flow hedge derivative financial instruments	$	(66,028	)	$	25,710		$	(40,318	)
Reclassification adjustment for net gains on cash flow hedge derivative financial instruments		(3,826	)		1,339			(2,487	)

Net unrealized losses on cash flow hedge derivative financial instruments		(69,854	)		27,049			(42,805	)	$	(101,908	)	$	(42,805	)	$	(144,713	)

Change in unrealized gains/(losses) on investment securities available-for-sale		91,842			(29,394	)		62,448
Reclassification adjustment for net gains included in net income		20,062			(13,187	)		6,875

Net unrealized gains/(losses) on investment securities available-for-sale		111,904			(42,581	)		69,323			(111,619	)		69,323			(42,296	)

Amortization of defined benefit plans		519			(204	)		315			(16,079	)		315			(15,764	)


Total, June 30, 2011	$	42,569		$	(15,736	)	$	26,833		$	(229,606	)	$	26,833		$	(202,773	)


	Total Other									Total Accumulated
	Comprehensive Income									Other Comprehensive Income
	For the Six Months Ended									December 31,						June 30,
	June 30, 2011									2010						2011
	Pretax			Tax			Net			Beginning			Net			Ending
	Activity			Effect			Activity			Balance			Activity			Balance
Change in accumulated gains/(losses) on cash flow hedge derivative financial instruments	$	(24,528	)	$	9,702		$	(14,826	)
Reclassification adjustment for net gains on cash flow hedge derivative financial instruments		(7,610	)		2,663			(4,947	)

Net unrealized losses on cash flow hedge derivative financial instruments		(32,138	)		12,365			(19,773	)	$	(124,940	)	$	(19,773	)	$	(144,713	)

Change in unrealized gains/(losses) on investment securities available-for-sale		2,353			(944	)		1,409
Reclassification adjustment for net gains included in net income		81,924			(32,854	)		49,070

Net unrealized gains/(losses) on investment securities available-for-sale		84,277			(33,798	)		50,479			(92,775	)		50,479			(42,296	)

Amortization of defined benefit plans		1,166			(455	)		711			(16,475	)		711			(15,764	)


Total, June 30, 2011	$	53,305		$	(21,888	)	$	31,417		$	(234,190	)	$	31,417		$	(202,773	)

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(8) OTHER COMPREHENSIVE INCOME/(LOSS) (continued)


	Total Other									Total Accumulated
	Comprehensive Income									Other Comprehensive Income
	For the Three Months Ended									March 31,						June 30,
	June 30, 2010									2010						2010
	Pretax			Tax			Net			Beginning			Net			Ending
	Activity			Effect			Activity			Balance			Activity			Balance
Change in accumulated gains/(losses) on cash flow hedge derivative financial instruments	$	(20,110	)	$	6,677		$	(13,433	)
Reclassification adjustment for net gains on cash flow hedge derivative financial instruments		(3,700	)		1,295			(2,405	)

Net unrealized losses on cash flow hedge derivative financial instruments		(23,810	)		7,972			(15,838	)	$	(142,866	)	$	(15,838	)	$	(158,704	)

Change in unrealized gains/(losses) on investment securities available-for-sale		160,963			(58,540	)		102,423
Reclassification adjustment for net gains included in net income		42,893			(15,600	)		27,293

Net unrealized gains/(losses) on investment securities available-for-sale		203,856			(74,140	)		129,716			(140,389	)		129,716			(10,673	)

Amortization of defined benefit plans		473			(172	)		301			(15,592	)		301			(15,291	)


Total, June 30, 2010	$	180,519		$	(66,340	)	$	114,179		$	(298,847	)	$	114,179		$	(184,668	)


	Total Other									Total Accumulated
	Comprehensive Income									Other Comprehensive Income
	For the Six Months Ended									December 31,						June 30,
	June 30, 2010									2009						2010
	Pretax			Tax			Net			Beginning			Net			Ending
	Activity			Effect			Activity			Balance			Activity			Balance
Change in accumulated gains/(losses) on cash flow hedge derivative financial instruments	$	5,060		$	(1,407	)	$	3,653
Reclassification adjustment for net gains on cash flow hedge derivative financial instruments		(7,355	)		2,574			(4,781	)

Net unrealized losses on cash flow hedge derivative financial instruments		(2,295	)		1,167			(1,128	)	$	(157,576	)	$	(1,128	)	$	(158,704	)

Change in unrealized gains/(losses) on investment securities available-for-sale		191,292			(69,593	)		121,699
Reclassification adjustment for net gains included in net income		69,221			(25,194	)		44,027

Net unrealized gains/(losses) on investment securities available-for-sale		260,513			(94,787	)		165,726			(176,399	)		165,726			(10,673	)

Amortization of defined benefit plans		947			(344	)		603			(15,894	)		603			(15,291	)


Total, June 30, 2010	$	259,165		$	(93,964	)	$	165,201		$	(349,869	)	$	165,201		$	(184,668	)

SHUSA had $39.0 million and $13.0 million of noncontrolling interest in comprehensive income/(loss) and $(202.8) million and $(184.7) million of accumulated other comprehensive (loss)/income as of June 30, 2011 and June 30, 2010, respectively.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(9) MORTGAGE SERVICING RIGHTS

At June 30, 2011 and December 31, 2010, SHUSA serviced residential real estate loans for the benefit of others totaling $14.4 billion and $14.7 billion, respectively. The recorded servicing asset at June 30, 2011 and December 31, 2010 was $138.9 million and $146.0 million, respectively. For the three months and six months ended June 30, 2011, SHUSA recorded impairments of $4.5 million and $2.9 million on our mortgage servicing rights resulting from changes in expected prepayments on our mortgages due to changes in residential mortgage rates. The following table presents a summary of the activity of the asset established for the Company’s residential mortgage servicing rights.


	Six Months Ended June 30,
	2011			2010
Gross book balance at beginning of period	$	173,549		$	179,643
Mortgage servicing assets recognized		13,483			16,646
Amortization and permanent impairment		(17,746	)		(23,895	)

Gross balance at end of period	$	169,286		$	172,394
Valuation allowance		(30,376	)		(41,228	)

Book balance at end of period	$	138,910		$	131,166

The fair value of our residential mortgage servicing rights is estimated using a discounted cash flow model. This model estimates the present value of the future net cash flows of the servicing portfolio based on various assumptions. The most important assumptions in the valuation of residential mortgage servicing rights are anticipated loan prepayment rates (CPR) and the positive spread received for holding escrow related balances. Increases in prepayment speeds result in lower valuations of mortgage servicing rights. The escrow related credit spread is the estimated reinvestment yield earned on the serviced loan escrow deposits. Increases in escrow related credit spreads result in higher valuations of mortgage servicing rights. For each of these items, SHUSA must make assumptions based on current market information and future expectations. All of the assumptions are based on standards that the Company believes would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources. Additionally, an independent appraisal of the fair value of the Company’s residential mortgage servicing rights is obtained annually and is used by management to evaluate the reasonableness of the assumptions used in the Company’s discounted cash flow model.

Listed below are the most significant assumptions that were utilized by SHUSA in its evaluation of residential mortgage servicing rights for the periods presented.


	June 30, 2011			March 31, 2011			December 31, 2010			June 30, 2010			December 31, 2009
CPR		17.24	%		16.49	%		16.82	%		22.88	%		24.44	%
Escrow credit spread		2.32	%		2.40	%		2.41	%		2.88	%		3.17	%
Discount Rate		10.21	%		10.21	%		10.21	%		10.21	%		10.21	%

A valuation allowance is established for the excess of the cost of each residential mortgage servicing asset stratum over its estimated fair value. Activity in the valuation allowance for mortgage servicing rights for the six months ended June 30, 2011 consisted of the following:


	Six Months Ended June 30,
	2011		2010
Balance at beginning of period	$	27,525	$	52,089
Net change in valuation allowance for mortgage servicing rights		2,851		(10,861	)

Balance at end of period	$	30,376	$	41,228

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(9) MORTGAGE SERVICING RIGHTS (continued)

SHUSA originates and has previously sold multi-family loans in the secondary market to Fannie Mae while retaining servicing. At June 30, 2011 and December 31, 2010, SHUSA serviced $10.2 billion and $11.2 billion of loans for Fannie Mae, respectively, and as a result has recorded servicing assets of $1.7 million and $3.7 thousand, respectively. SHUSA recorded servicing asset amortization of $3.1 million and $4.7 million related to the multi-family loans sold to Fannie Mae for the six months ended June 30, 2011 and 2010, respectively. SHUSA recorded multi-family servicing recoveries of $0.3 million and $4.7 million for the three-month and six-month periods ended June 30, 2011, compared to recoveries of $0.7 million and $1.1 million for the corresponding periods in the prior year. In September 2009, the Bank elected to stop selling multi-family loans to Fannie Mae and retains all production for the loan portfolio.

SHUSA had gains/(losses) on the sale of mortgage and home equity loans of $(0.1) million and $5.2 million for the three-month and six-month periods ended June 30, 2011, compared with gains on the sale of mortgage and home equity loans of $5.0 million and $12.7 million for the corresponding periods ended June 30, 2010. SHUSA has recourse reserves of $138.1 million associated with multi-family loans sold to Fannie Mae, on which SHUSA’s maximum credit exposure is $211.1 million.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(10) BUSINESS SEGMENT INFORMATION

The Company’s segments are focused principally around the customers Sovereign Bank and SCUSA serve. The Retail banking segment is primarily comprised of our branch locations and our residential mortgage business. Our branches offer a wide range of products and services to customers and each attracts deposits by offering a variety of deposit instruments including demand and NOW accounts, money market and savings accounts, certificates of deposits and retirement savings products. Our branches also offer consumer loans such as home equity loans and line of credits. The Retail banking segment also includes business banking loans and small business loans to individuals. Our Specialized Business segment is primarily comprised of our non-strategic lending groups which include indirect automobile, aviation and continuing care retirement communities. The Corporate banking segment provides the majority of the Company’s commercial lending platforms such as commercial real estate loans, multi-family loans, commercial and industrial loans and the Company’s related commercial deposits. The Global Banking segment includes businesses with large corporate domestic and foreign clients. The Other category includes investment portfolio activity, intangibles and certain unallocated corporate income and expenses.

SCUSA is a specialized consumer finance company engaged in the purchase, securitization and servicing of retail installment contracts originated by automobile dealers and direct origination of retail installment contracts over the internet.

For segment reporting purposes, SCUSA continues to be managed as a separate business unit with its own systems and processes. With the exception of this segment, SHUSA’s segment results are derived from the Company’s business unit profitability reporting system by specifically attributing managed balance sheet assets, deposits and other liabilities and their related interest income or expense to each of our segments. Funds transfer pricing methodologies are utilized to allocate a cost for funds used or a credit for funds provided to business line deposits, loans and selected other assets using a matched funding concept.

The provision for credit losses recorded by each segment is based on the net charge-offs of each line of business and changes in specific reserve levels for loans in the segment and the difference between the provision for credit losses recognized by the Company on a consolidated basis and the provision recorded by the business line recorded in the Other category. Other income and expenses directly managed by each business line, including fees, service charges, salaries and benefits, and other direct expenses as well as certain allocated corporate expenses are accounted for within each segment’s financial results. Accounting policies for the lines of business are the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs and benefits, expenses and other financial elements to each line of business. Where practical, the results are adjusted to present consistent methodologies for the segments. Prior period results were recast to conform with current methodologies for the segments

In the second quarter of 2011, our multi-family and large corporate speciality groups were merged into the Corporate banking segment from the Specialized Business segment, which, for the three-month period ended June 30, 2010, resulted in approximately $8.4 billion of average assets and $10.7 million of pretax income allocated to the Corporate banking segment that had previously been allocated to the Specialized Business segment. Since our Specialized Business segment had no goodwill allocated to it, this reporting structure change had no impact on the amount of goodwill assigned to our other segments.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(10) BUSINESS SEGMENT INFORMATION (continued)

The following tables present certain information regarding the Company’s segments.


	SHUSA excluding SCUSA
For the Three-Month Period Ended				Specialized						Global
June 30, 2011	Retail (1)			Business			Corporate			Banking			Other			SCUSA		Total

Net interest income/(expense)	$	199,480		$	20,480		$	122,912		$	15,196		$	56,158		$	535,501	$	949,727
Fees and other income		104,521			4,266			17,591			6,381			10,807			86,482		230,048
Provision for credit losses		61,920			36,116			64,840			1,184			(39,177	)		148,261		273,144
General and administrative expenses		277,899			9,051			33,659			3,212			(10,335	)		139,152		452,638
Income/(loss) before income taxes⁽¹⁾		(59,200	)		(20,479	)		38,520			17,132			115,017			333,480		424,470
Intersegment revenue/(expense) ⁽²⁾		(29,757	)		(23,241	)		(102,426	)		(651	)		156,075			—		—
Total average assets	$	24,373,434		$	3,868,611		$	20,291,821		$	2,998,880		$	25,254,818		$	15,855,264	$	92,642,828


	SHUSA excluding SCUSA
For the Six-Month Period Ended				Specialized						Global
June 30, 2011	Retail (1)			Business			Corporate			Banking			Other (3)			SCUSA		Total

Net interest income/(expense)	$	401,348		$	43,164		$	240,998		$	27,035		$	137,498		$	1,082,111	$	1,932,154
Fees and other income		203,415			9,106			40,136			14,434			20,224			193,049		480,364
Provision for credit losses		131,294			117,193			100,580			5,107			(43,261	)		270,003		580,916
General and administrative expenses		545,835			19,379			69,014			6,589			(19,403	)		284,024		905,438
Income/(loss) before income taxes⁽¹⁾		(80,797	)		(84,421	)		104,832			29,684			230,026			718,923		918,247
Intersegment revenue/(expense) ⁽²⁾		(58,771	)		(50,016	)		(208,913	)		(2,056	)		319,756			—		—
Total average assets	$	24,218,607		$	4,042,520		$	20,321,955		$	2,809,492		$	24,688,911		$	16,084,139	$	92,165,624


	SHUSA excluding SCUSA
For the Three-Month Period Ended				Specialized						Global
June 30, 2010	Retail (1)			Business			Corporate			Banking			Other (3)			SCUSA		Total

Net interest income/(expense)	$	195,258		$	29,731		$	112,834		$	4,658		$	66,302		$	401,317	$	810,100
Fees and other income		112,124			6,530			19,172			2,830			9,631			60,980		211,267
Provision for credit losses		81,047			81,895			59,287			1,144			(27,473	)		241,404		437,304
General and administrative expenses		253,366			10,738			33,338			3,614			(14,073	)		81,514		368,497
Income/(loss) before income taxes⁽¹⁾		(32,180	)		(56,441	)		36,522			2,729			121,922			137,621		210,173
Intersegment revenue/(expense) ⁽²⁾		(30,628	)		(40,829	)		(107,505	)		(812	)		179,774			—		—
Total average assets	$	22,742,343		$	5,472,027		$	19,861,375		$	1,294,682		$	22,988,586		$	9,985,339	$	82,344,352


	SHUSA excluding SCUSA
For the Six-Month Period Ended				Specialized						Global
June 30, 2010	Retail (1)			Business			Corporate			Banking			Other (3)			SCUSA		Total

Net interest income/(expense)	$	382,484		$	61,681		$	225,663		$	7,815		$	129,673		$	760,542	$	1,567,858
Fees and other income		230,776			12,972			40,234			4,058			15,814			83,673		387,527
Provision for credit losses		148,328			139,572			134,991			2,196			(22,187	)		447,111		850,011
General and administrative expenses		508,700			19,925			68,230			7,203			(27,267	)		154,621		731,412
Income/(loss) before income taxes⁽¹⁾		(68,299	)		(84,983	)		57,316			2,470			198,706			239,804		345,014
Intersegment revenue/(expense) ⁽²⁾		(59,020	)		(88,372	)		(214,125	)		(1,038	)		362,555			—		—
Total average assets	$	22,581,700		$	5,746,496		$	19,934,776		$	1,136,780		$	23,914,876		$	9,385,569	$	82,700,197


(1)		The Retail Segment fees and other income includes residential servicing rights impairments of $4.5 million and $2.9 million for the three months and six months ended June 30, 2011, compared to impairments of $3.8 million and recoveries of $10.9 million in the corresponding periods in the prior year. See Note 9 for further discussion on these items.

(2)		Intersegment revenue/(expense) represent charges or credits for funds used or provided by each of the segments and are included in net interest income.

(3)		The Other category includes earnings from the investment portfolio (excluding any investments purchased by SCUSA), interest expense on Sovereign Bank’s borrowings and other debt obligations (excluding any borrowings held by SCUSA), amortization of intangible assets and certain unallocated corporate income and expenses.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(11) INCOME TAXES

Periodic reviews of the carrying amount of deferred tax assets are made to determine if the establishment of a valuation allowance is necessary. If based on the available evidence in future periods, it is more likely than not that all or a portion of the Company’s deferred tax assets will not be realized, a deferred tax valuation allowance would be established. Consideration is given to all positive and negative evidence related to the realization of the deferred tax assets.

Items considered in this evaluation include historical financial performance, expectation of future earnings, the ability to carry back losses to recoup taxes previously paid, length of statutory carry forward periods, experience with operating loss and tax credit carry forwards not expiring unused, tax planning strategies and timing of reversals of temporary differences. Significant judgment is required in assessing future earning trends and the timing of reversals of temporary differences. The evaluation is based on current tax laws as well as expectations of future performance.

SHUSA continues to maintain a valuation allowance of $99.3 million at June 30, 2011 and December 31, 2010 related to deferred tax assets subject to carry forward periods. Management has determined more likely than not these deferred tax assets will remain unused after the carry forward periods have expired.

At June 30, 2011, the Company had net unrecognized tax benefits related to uncertain tax positions of $113.0 million. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	Federal			Accrued			Unrecognized
	State and			Interest and			Income Tax
	Local Tax			Penalties			Benefits
Gross unrecognized tax benefits at December 31, 2010	$	110,363		$	26,588		$	136,951
Additions based on tax positions related to the current year		1,036			—			1,036
Additions for tax positions of prior years		1,476			4,740			6,216
Reductions for tax positions of prior years		—			(9,169	)		(9,169	)
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations		—			—			—
Settlements		(7,361	)		(307	)		(7,668	)

Gross unrecognized tax benefits at June 30, 2011	$	105,514		$	21,852			127,366

Less: Federal, state and local income tax benefits								(14,338	)

Net unrecognized tax benefits that if recognized would impact the effective tax rate at June 30, 2011							$	113,028

SHUSA recognizes penalties and interest accrued related to unrecognized tax benefits within income tax expense on the Consolidated Statement of Operations. During the three-month and six-month periods ended June 30, 2011, SHUSA recognized a decrease of approximately $5.5 million and $4.7 million in interest and penalties compared to an increase of $0.4 million and $1.1 million for the corresponding periods in the prior year.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(11) INCOME TAXES (continued)

SHUSA is subject to the income tax laws of the Unites States, its states and municipalities and certain foreign countries. These tax laws are complex and are potentially subject to different interpretations by the taxpayer and the relevant Governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws.

Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. SHUSA reviews its tax balances quarterly and as new information becomes available, the balances are adjusted, as appropriate. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. On June 17, 2009, SHUSA filed a lawsuit against the United States in Federal District Court seeking a refund of assessed taxes paid for tax years 2003-2005 related to two separate financing transactions with an international bank totaling $1.2 billion. As a result of these two financing transactions, SHUSA was subject to foreign taxes of $154.0 million during the years 2003 through 2005 and claimed a corresponding foreign tax credit for foreign taxes paid during those years, which the IRS disallowed. The IRS also disallowed SHUSA’s deductions for interest expense and transaction costs, totaling $24.9 million in tax liability, and assessed interest and penalties totaling approximately $70.8 million. In 2006 and 2007, SHUSA was subject to an additional $87.6 million and $22.5 million of foreign taxes, respectively, as a result of the two financing transactions, and SHUSA’s entitlement to foreign tax credits in these amounts will be determined by the outcome of the 2003-2005 litigation. In addition, the outcome of the litigation will determine whether SHUSA is subject to additional tax liability of $49.8 million related to interest expense and transaction cost deductions, and whether SHUSA will be subject to $11.8 million in interest and $12.5 million in penalties for 2006 and 2007. SHUSA continues to believe that it is entitled to claim these foreign tax credits taken with respect to the transactions and also continues to believe it is entitled to tax deductions for the related issuance costs and interest deductions based on tax law. SHUSA maintains its tax reserve at $96.8 million as of June 30, 2011. SHUSA believes this reserve amount adequately provides for any potential exposure to the IRS related to these items. However, as the Company continues to go through the litigation process, we will continue to evaluate the appropriate tax reserve levels for this position and any changes made to the tax reserves may materially affect SHUSA’s income tax provision, net income and regulatory capital in future periods.

The IRS recently concluded its exam of the Company’s 2006 and 2007 tax returns. In addition to the adjustments for items related to the two financing transactions discussed above, the IRS has proposed to disallow certain deductions taken in the 2006 and 2007 returns. The Company intends to pay the tax assessment resulting from the disallowed deductions, and to contest the adjustments through the administrative appeals process. The Company is confident that its position related to the deductions will be upheld. If the company is not successful in defending its position, the potential tax liability would be approximately $95 million plus $10.3 million in interest and $14.5 million in penalties.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(12) RELATED PARTY TRANSACTIONS

See Note 6 for a listing of the various debt agreements SHUSA has with Santander.

In March 2010, SHUSA issued to Santander, 3 million shares of SHUSA’s Common Stock, raising proceeds of $750 million.

In December, 2010, SHUSA issued 3 million shares of common stock to Santander which raised proceeds of $750 million and declared a $750 million dividend to Santander. This was a non-cash transaction.

SHUSA has $2.2 billion of public securities that consists of trust preferred security obligations and preferred stock issuances. Santander owns approximately 34.6% of these securities as of June 30, 2011.

Santander has provided guarantees on the covenants, agreements and obligations of SCUSA under the governing documents where SCUSA is a party for the securitizations. This includes, but is not limited to, the obligations of SCUSA as servicer and transferor to repurchase certain receivables.

SHUSA has entered into interest rate swap agreements with Santander to hedge interest rate risk on floating rate tranches of its securitizations and FHLB advances which have a notional value of $9.7 billion at June 30, 2011.

In 2006, Santander extended a total of $425 million in unsecured lines of credit to Sovereign Bank for federal funds and Eurodollar borrowings and for the confirmation of standby letters of credit issued by Sovereign Bank. This line is at a market rate and in the ordinary course of business and can be cancelled by either Sovereign Bank or Santander at any time and can be replaced by Sovereign Bank at any time. In the first quarter of 2009, this line was increased to $2.5 billion. During the six months ended June 30, 2011 and 2010, respectively, the average unfunded balance outstanding under these commitments was $839.5 million and $950.4 million. As of June 30, 2011, there was no outstanding balance on the unsecured lines of credit for federal funds and Eurodollar borrowings. Sovereign Bank paid approximately $3.2 million and $6.4 million in fees to Santander in the three-month and six-month periods ended June 30, 2011 in connection with these commitments compared to $3.7 million and $7.2 million in fees in the corresponding periods in the prior year.

The Company, and its affiliates, have entered into various service agreements with Santander and its affiliates. Each of the agreements was done in the ordinary course of business and on market terms. The agreements are as follows:

•

Nw Services Co., a Santander affiliate doing business as Aquanima, is under contract with Sovereign Bank to provide procurement services, with fees paid in the three-month and six-month periods ended June 30, 2011 in the amounts of $0.6 million and $1.7 million compared to $0.4 million and $0.9 million for the same periods in 2010.

•

Geoban, S.A., a Santander affiliate, is under contract with Sovereign Bank to provide services in the form of debit card disputes and claims support, and consumer and mortgage loan set-up and review, with fees paid in the three-month and six-month periods ended June 30, 2011 in the amounts of $0.7 million and $0.8 million. There were no fees paid in 2010 with respect to this agreement.

•

Ingenieria De Software Bancario S.L., a Santander affiliate, is under contract with Sovereign Bank to provide information technology development, support and administration, with fees paid in the three-month and six-month periods ended June 30, 2011 in the amounts of $29.3 million and $56.9 million compared to $32.9 million and $34.8 million for the same periods in 2010.

•

Produban Servicios Informaticos Generales S.L., a Santander affiliate, is under contract with Sovereign Bank to provide professional services, and administration and support of information technology production systems, telecommunications and internal/external applications, with fees paid in the three-month and six-month periods ended June 30, 2011 in the amounts of $18.8 million and $39.4 million compared to $10.4 million and $13.2 million for the same periods in 2010.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(12) RELATED PARTY TRANSACTIONS (continued)

•

Santander Global Facilities (“SGF”), a Santander affiliate, is under contract with Sovereign Bank to provide administration and management of employee benefits and payroll functions for Sovereign Bank and other affiliates including employee benefits and payroll processing services provided by third party vendors through sponsorship by SGF. In the three-month and six-month periods ended June 30, 2011, fees in the amounts of $1.3 million and $2.6 million were paid to SGF with respect to this agreement compared to $1.3 million and $2.7 million for the same periods in 2010.

•

SGF is under contract with Sovereign Bank to provide property management services. In the three-month and six-month periods ended June 30, 2011, fees in the amounts of $1.3 million and $2.6 million were paid to SGF with respect to this agreement compared to $2.2 million for the six-month period ended June 30, 2010. There were no fees paid in the second quarter of 2010 with respect to this agreement.

In 2010, SHUSA extended a $10 million unsecured loan to Servicios de Cobranza, Recuperacion y Seguimiento, S.A. DE C.V. At June 30, 2011 and December 31, 2010 the principal balance was $7 million and $10 million, respectively.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(13) FAIR VALUE

During the six months ended June 30, 2011, no changes were made to the Company’s valuation models that had, or were expected to have, a material impact on the Company’s Consolidated Balance Sheets or results of operations. For a further discussion of the Company’s valuation methodologies for assets, liabilities and lending-related commitments measured at fair value and the fair value hierarchy, see Note 19 and Note 20 on pages 84-87 on Form 10-K for 2010.

The Company’s residential loan held for sale portfolio had an aggregate fair value of $110.5 million at June 30, 2011. The contractual principal amount of these loans totaled $107.1 million. The difference in fair value compared to the principal balance was $3.4 million which was recorded in mortgage banking revenues during the six-month period ended June 30, 2011. Substantially all of these loans are current and none are in non-accrual status. The fair value of these loans is estimated based upon the anticipated exit prices for these loans in the secondary market to agency buyers such as Fannie Mae and Freddie Mac. Practically all of our residential loans held for sale portfolio is sold to these two agencies.

The following tables present the assets and liabilities that are measured at fair value on a recurring basis by major product category and fair value hierarchy.


	Fair Value Measurements at June 30, 2011 Using:
	Quoted Prices in Active		Significant Other		Significant
	Markets for Identical		Observable Inputs		Unobservable Inputs		Balance at
	Assets (Level 1)		(Level 2)		(Level 3)		June 30, 2011

Financial Assets:
US Treasury and government agency securities	$	—	$	44,906	$	—	$	44,906
Debentures of FHLB, FNMA and FHLMC		—		20,000		—		20,000
Corporate debt		—		1,933,706		—		1,933,706
Asset-backed securities		—		3,055,705		51,310		3,107,015
State and municipal securities		—		1,767,628		—		1,767,628
Mortgage backed securities		—		5,378,383		1,066,162		6,444,545

Total investment securities available-for-sale		—		12,200,328		1,117,472		13,317,800
Loans held for sale		—		110,466		—		110,466
Derivatives:
Mortgage banking		—		6		1,498		1,504
Customer related		—		313,663		—		313,663
Foreign exchange		—		26,968		—		26,968
Trading		—		26,503		—		26,503

Total Financial Assets		—		12,677,934		1,118,970		13,796,904
Financial Liabilities:
Derivatives:
Cash flow		—		214,242		—		214,242
Customer related		—		307,428		—		307,428
Total return swap		—		—		3,056		3,056
Foreign exchange		—		17,844		—		17,844
Trading		—		41,804		—		41,804

Total financial liabilities				581,318		3,056		584,374

Total	$	—	$	12,096,616	$	1,115,914	$	13,212,530

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(13) FAIR VALUE (continued)


	Fair Value Measurements at December 31, 2010 Using:
	Quoted Prices in Active		Significant Other		Significant
	Markets for Identical		Observable Inputs		Unobservable Inputs		Balance at
	Assets (Level 1)		(Level 2)		(Level 3)		Dec. 31, 2010

Financial Assets:
US Treasury and government agency securities	$	—	$	12,997	$	—	$	12,997
Debentures of FHLB, FNMA and FHLMC		—		24,999		—		24,999
Corporate debt		—		2,202,787		—		2,202,787
Asset-backed securities		—		3,073,194		51,409		3,124,603
State and municipal securities		—		1,882,280		—		1,882,280
Mortgage backed securities		—		4,663,744		1,460,438		6,124,182

Total investment securities available-for-sale		—		11,860,001		1,511,847		13,371,848
Loans held for sale		—		150,063		—		150,063
Derivatives:
Mortgage banking		—		3,488		734		4,222
Customer related		—		307,292		—		307,292
Foreign exchange		—		20,707		—		20,707
Trading		—		21,149		—		21,149

Total Financial Assets		—		12,362,700		1,512,581		13,875,281
Financial Liabilities:
Derivatives:
Cash flow		—		169,758		4,604		174,362
Customer related		—		308,130		—		308,130
Total return swap		—		—		4,081		4,081
Foreign exchange		—		13,349		—		13,349
Trading		—		43,345		—		43,345

Total financial liabilities				534,582		8,685		543,267

Total	$	—	$	11,828,118	$	1,503,896	$	13,332,014

There were no significant transfers between Level 1 and Level 2 of the fair value hierarchy during the three-months and six-months ended June 30, 2011 and June 30, 2010.

SHUSA’s Level 3 assets are primarily comprised of certain non-agency mortgage backed securities. These investments are thinly traded and SHUSA determines the estimated fair values for these securities by evaluating pricing information from a combination of sources such as third party pricing services, third party broker quotes for certain securities and from other independent third party valuation sources. These quotes are benchmarked against similar securities that are more actively traded in order to assess the reasonableness of the estimated fair values. The fair market value estimates we assign to these securities assume liquidation in an orderly fashion and not under distressed circumstances. Due to the continued illiquidity and credit risk of certain securities, the market value of these securities is highly sensitive to assumption changes and market volatility.

The tables below presents the changes in our Level 3 balances for the three-month and six-month periods ended June 30, 2011 and 2010.

For the three-month period ended June 30, 2011:


	Investments			Mortgage
	Available-for-Sale			Servicing Rights			Derivatives			Total
Balance at March 31, 2011	$	1,424,401		$	150,136		$	(5,389	)	$	1,569,148
Gains/(losses) in other comprehensive income		(48,303	)		—			(473	)		(48,776	)
Gains/(losses) in earnings		9,843			(4,270	)		2,041			7,614
Purchases		—			—			—			—
Issuances		—			4,382			—			4,382
Sales		(180,611	)		—			—			(180,611	)
Settlements		(87,858	)		—			2,263			(85,595	)
Amortization		—			(9,651	)		—			(9,651	)
Transfers into/out of level 3		—			—			—			—

Balance at June 30, 2011	$	1,117,472		$	140,597		$	(1,558	)	$	1,256,511

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(13) FAIR VALUE (continued)

For the six-month period ended June 30, 2011:


	Investments			Mortgage
	Available-for-Sale			Servicing Rights			Derivatives			Total
Balance at December 31, 2010	$	1,511,847		$	146,028		$	(7,951	)	$	1,649,924
Gains/(losses) in other comprehensive income		(2,975	)		—			(216	)		(3,191	)
Gains/(losses) in earnings		9,843			1,898			2,905			14,646
Purchases		—			—			—			—
Issuances		—			13,483			—			13,483
Sales		(180,611	)		—			—			(180,611	)
Settlements		(220,632	)		—			3,704			(216,928	)
Amortization		—			(20,812	)		—			(20,812	)
Transfers into/out of level 3		—			—			—			—

Balance at June 30, 2011	$	1,117,472		$	140,597		$	(1,558	)	$	1,256,511

For the three-month period ended June 30, 2010:


	Investments			Mortgage
	Available-for-Sale			Servicing Rights			Derivatives			Total
Balance at March 31, 2010	$	1,831,828		$	142,383		$	(18,477	)	$	1,955,734
Gains/(losses) in other comprehensive income		83,646			—			(5,110	)		78,536
Gains/(losses) in earnings		(3,134	)		(3,153	)		790			(5,497	)
Purchases		—			—			(5,240	)		(5,240	)
Issuances		—			10,922			—			10,922
Sales		—			—			—			—
Settlements		(96,339	)		—			13,615			(82,724	)
Amortization		—			(13,297	)		—			(13,297	)
Transfers into/out of level 3		—			—			—			—

Balance at June 30, 2010	$	1,816,001		$	136,855		$	(14,422	)	$	1,938,434

For the six-month period ended June 30, 2010:


	Investments			Mortgage
	Available-for-Sale			Servicing Rights			Derivatives			Total
Balance at December 31, 2009	$	1,938,576		$	136,874		$	(24,585	)	$	2,050,865
Gains/(losses) in other comprehensive income		113,618			—			(1,182	)		112,436
Gains/(losses) in earnings		(4,994	)		11,938			2,970			9,914
Purchases		—			—			(5,240	)		(5,240	)
Issuances		—			16,646			—			16,646
Sales		—			—			—			—
Settlements		(231,199	)		—			13,615			(217,584	)
Amortization		—			(28,603	)		—			(28,603	)
Transfers into/out of level 3		—			—			—			—

Balance at June 30, 2010	$	1,816,001		$	136,855		$	(14,422	)	$	1,938,434

As of June 30, 2011, approximately $13.8 billion of our total assets consisted of financial instruments measured at fair value on a recurring basis, including financial instruments for which we elected the fair value option. Approximately $12.7 billion of these financial instruments, net of counterparty and cash collateral balances, were measured using valuation methodologies involving market-based or market-derived information, collectively Level 1 and 2 inputs. Approximately $1.1 billion of these financial instruments were measured using model-based techniques, or Level 3 inputs, and represented approximately 8.1% of our total assets measured at fair value and approximately 1.2% of our total consolidated assets.

SHUSA adopted the fair value option on its residential mortgage loans classified as held for sale which allows us to record our mortgage loan held for sale portfolio at fair market value versus the lower of cost or market. SHUSA economically hedges it’s residential held for sale portfolio with forward sale agreements which are reported at fair value. A lower of cost or market accounting treatment would not allow the Company to record the excess of our fair market value over book value but would require the Company to record the corresponding reduction in value on our hedges. Both the loans and related hedges are carried at fair value which reduces earnings volatility as the amounts more closely offset, particularly in environments when interest rates are declining.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(13) FAIR VALUE (continued)

The Company’s residential loan held for sale portfolio had an aggregate fair value of $110.5 million at June 30, 2011. The contractual principal amount of these loans totaled $109.7 million at June 30, 2011. The difference in fair value compared to principal balance of $0.8 million was recorded in mortgage banking revenues during the six-month period ended June 30, 2011. Substantially all of these loans are current and none are in non-accrual status. Interest income on these loans is credited to interest income as earned. The fair value of these loans is estimated based upon the anticipated exit price for these loans in the secondary market to agency buyers such as Fannie Mae and Freddie Mac. The majority of our residential loan held for sale portfolio is sold to these two agencies.

We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis that were still held in the balance sheet at quarter end, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at quarter end.


	Quoted Prices in Active		Significant Other		Significant
	Markets for		Observable Inputs		Unobservable
	Identical Assets (Level 1)		(Level 2)		Inputs (Level 3)		Total
June 30, 2011
Loans (1)	$	—	$	2,002,440	$	—	$	2,002,440
Foreclosed assets (2)		—		108,950		—		108,950
Mortgage servicing rights (3)		—		—		140,597		140,597

December 31, 2010
Loans (1)	$	—	$	2,148,261	$	—	$	2,148,261
Foreclosed assets (2)		—		114,198		—		114,198
Mortgage servicing rights (3)		—		—		146,028		146,028


(1)		These balances are measured at fair value on a non-recurring basis using the fair value of the underlying collateral.

(2)		Represents the fair value of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets, based on periodic updates of appraisals and estimated selling costs.

(3)		These balances are measured at fair value on a non-recurring basis. Mortgage servicing rights are stratified for purposes of the impairment testing.

The following table presents the increase/(decrease) in value of certain assets that are measured at fair value on a nonrecurring basis for which a fair value adjustment has been included in the income statement, relating to assets held at period end.


		Six Months Ended June 30,
	Income Statement Location	2011			2010
Loans	Provision for credit losses	$	(23,273	)	$	(91,874	)

Foreclosed assets	Other administrative expense		(6,002	)		(3,032	)

Mortgage servicing rights	Mortgage banking income		1,898			11,938

		$	(27,377	)	$	(82,968	)

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(13) FAIR VALUE (continued)

The following table presents disclosures about the fair value of financial instruments. These fair values for certain instruments are presented based upon subjective estimates of relevant market conditions at a specific point in time and information about each financial instrument. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties resulting in variability in estimates affected by changes in assumptions and risks of the financial instruments at a certain point in time. Therefore, the derived fair value estimates presented below for certain instruments cannot be substantiated by comparison to independent markets. In addition, the fair values do not reflect any premium or discount that could result from offering for sale at one time an entity’s entire holdings of a particular financial instrument nor does it reflect potential taxes and the expenses that would be incurred in an actual sale or settlement. Accordingly, the aggregate fair value amounts presented below do not represent the underlying value to SHUSA:

June 30, 2011

December 31, 2010

Carrying

Value

Fair Value

Value

Fair Value

Financial Assets:

Cash and amounts due from depository institutions

4,101,275

1,705,895

Available-for-sale investment securities

13,317,800

13,371,848

Loans held for investment, net

63,822,390

62,250,062

62,820,434

61,453,371

Loans held for sale

110,466

150,063

Mortgage servicing rights

140,597

148,093

146,028

148,746

Derivatives:

Mortgage banking

1,504

4,222

Customer related

313,663

307,292

Foreign exchange

26,968

20,707

Trading

26,503

21,149

Financial Liabilities:

Deposits

47,256,075

45,793,275

42,673,293

42,592,642

Borrowings and other debt obligations

31,458,347

32,813,745

33,630,117

34,764,709

Derivatives:

Cash flow

214,242

174,362

Mortgage banking

Customer related

307,428

308,130

Total return swap

3,056

4,081

Foreign exchange

17,844

13,349

Trading

41,804

43,345

Unrecognized financial instruments:⁽¹⁾

Commitments to extend credit

102,099

102,017

110,705

110,617


(1)		The amounts shown under “carrying value” represent accruals or deferred income arising from those unrecognized financial instruments.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(14) RECENT ACCOUNTING DEVELOPMENTS

In December 2010, the FASB issued ASU 2010-28, an update to Topic 350, “Intangibles — Goodwill and Other: When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” The amendments to Topic 350 modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining this, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. These amendments are effective for the Company on January 1, 2011. The implementation of this guidance did not have an impact on SHUSA’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-02, an update to ASC 310-40, “Receivables — Troubled Debt Restructurings by Creditors.” The amendments to Topic 310 are effective on July 1, 2011 for the Company, and should be applied retrospectively to the beginning of the annual period of adoption. In evaluating whether a restructuring constitutes a troubled debt restructuring, the Company must separately conclude that the restructuring constitutes a concession as well as the debtor must be experiencing financial difficulties. The amendments to Topic 310 clarify the guidance on a creditor’s evaluation of whether it has granted a concession and the debtor is experiencing financial difficulties. The implementation of this guidance is not expected to have a significant impact on SHUSA’s financial position or results of operations.

In April 2011, the FASB issued ASU 2011-03, an update to ASC 860, “Transfers and Servicing” to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. The amendments in this update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The amendments to ASC 860 are effective for the Company beginning January 1, 2012. The implementation of this guidance is not expected to have an impact on SHUSA’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, an update to ASC 820, “Fair Value Measurement” to provide guidance about how fair value should be determined where it is already required or permitted under U.S. GAAP. The guidance clarifies how a principal market is determined, addresses the fair value measurement of instruments with offsetting market or counterparty credit risks and the concept of valuation premise and highest and best use, extends the prohibition on blockage factors to all three levels of the fair value hierarchy, and requires additional disclosures. The amendments to ASC 820 are effective for the first interim and annual periods beginning after December 15, 2011 for the Company, and should be applied prospectively. The implementation of this guidance is not expected to have a significant impact on SHUSA’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, an update to ASC 220, “Comprehensive Income”, which requires comprehensive income to be reported in either a single statement or in two consecutive statements reporting net income and other comprehensive income. The amendments do not change what items are reported in other comprehensive income or the requirement to report classification of items from other comprehensive income to net income. The amendments to ASC 220 are effective for the first interim and annual period beginning after December 15, 2011 for the Company, and should be applied retrospectively to the beginning of the annual period of adoption. The implementation of this guidance is not expected to have a significant impact on SHUSA’s financial position or results of operations however, the implementation of this guidance could have an impact on the format of the financial statements.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(16) COMMITMENTS AND CONTINGENCIES

Litigation. In the ordinary course of business, SHUSA and its subsidiaries are routinely defendants in or parties to many pending and threatened legal actions and proceedings, including actions brought on behalf of various classes of claimants. These actions and proceedings are generally based on alleged violations of consumer protection, securities, environmental, banking, employment and other laws. In some of these actions and proceedings, claims for substantial monetary damages are asserted against SHUSA and its subsidiaries. In the ordinary course of business, SHUSA and its subsidiaries are also subject to regulatory examinations, information gathering requests, inquiries and investigations.

In view of the inherent difficulty of predicting the outcome of such litigation and regulatory matters, particularly where the claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, SHUSA generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines or penalties related to each pending matter may be.

In accordance with applicable accounting guidance, SHUSA establishes an accrued liability for litigation and regulatory matters when those matters present loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, SHUSA does not establish an accrued liability. As a litigation or regulatory matter develops, SHUSA, in conjunction with any outside counsel handling the matter, evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable at which time an accrued liability is established with respect to such loss contingency. SHUSA continues to monitor the matter for further developments that could affect the amount of the accrued liability that has been previously established. For certain legal matters in which the Company is involved, the Company is able to estimate a range of reasonably possible losses. For other matters for which a loss is probable or reasonably possible, such an estimate is not possible. Excluding the matters discussed below, management currently estimates that it is reasonably possible that we could incur losses in an aggregate amount up to approximately $60 million in excess of the accrued liability, if any, with it also being reasonably possible that we could incur no such losses at all in these matters. This estimated range of reasonably possible losses represents the estimate of possible losses over the life of such legal matters, which may span a currently indeterminable number of years, and is based on information currently available as of June 30, 2011.

Complaint from Trustee for the Trust PIERS

On December 17, 2010, The Bank of New York Mellon Trust Company, National Association (the “Trustee”) filed a complaint in the U.S. District Court for the Southern District of New York solely as the Trustee for the Trust PIERS under an Indenture dated September 1, 1999, as amended, against SHUSA. The complaint asserts that the acquisition by Santander of SHUSA on January 31, 2009, constituted a “change of control” under the Trust PIERS.

If the acquisition constituted a “change of control” under the definitions applicable to the Trust PIERS, SHUSA would be required to pay a significantly higher rate of interest on subordinated debentures of SHUSA held in trust for the holders of Trust PIERS and the principal amount of the debentures would accrete to $50 per debenture as of the effective date of the “change of control”. The reset rate in the event of a “change of control” is defined in the Indenture as the greater of 7.41% per annum and the rate determined by a reference agent utilizing a process set forth in the Indenture. There is no “change in control” under the Trust PIERS, among other reasons, if the consideration in the acquisition consisted of shares of common stock traded on a national securities exchange. Santander issued American Depositary Shares in connection with the acquisition which were and are listed on the New York Stock Exchange.

The complaint asks the court to declare that the acquisition of SHUSA was a “change of control” under the Indenture and seeks damages equal to the interest that the complaint alleges should have been paid by SHUSA for the benefit of holders of Trust PIERS. If the Trustee prevails in the lawsuit, and using the 7.41% reset rate in the Indenture, the impact attributable to the Indenture on SHUSA as of June 30, 2011 would be a reduction of pre-tax income up to approximately $334 million, of which approximately $277 million relates to the difference in the current carrying amount of the subordinated debentures and the principal amount due at maturity. The trustee has argued that the reset rate should be 12.77% or higher, which if accepted by the court would increase the impact of an unfavorable outcome noted above.

SHUSA believes the acquisition by Santander was not a “change of control” and that the Trustee’s damages are overstated in the event the Court concludes that the acquisition of SHUSA was a “change of control”. SHUSA intends to vigorously defend its position against any claims by the Trustee or any holder of Trust PIERS.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
(Unaudited)

(16) COMMITMENTS AND CONTINGENCIES (continued)

Fabrikant & Sons Bankruptcy Adversary Proceeding

In October 2007, the official committee of unsecured creditors of the debtors, M. Fabrikant & Sons (“MFS”) and a related company, Fabrikant-Leer International, Ltd. (“FLI”), filed an adversary proceeding against Sovereign Precious Metals, LLC (“SPM”), a wholly owned subsidiary of Sovereign Bank, and Sovereign Bank in the United States Bankruptcy Court for the Southern District of New York. The proceeding seeks to avoid $22 million in obligations otherwise due to Sovereign (and formerly SPM) with respect to gold previously consigned to debtor by Sovereign. In addition, the adversary proceeding seeks to recover over $9.8 million in payments made to Sovereign by an affiliate of the debtors. Several other financial institutions were named as defendants based upon other alleged fraudulent transfers. Defendants’ motions to dismiss were denied in part and allowed in part. Claims remain against Sovereign for approximately $33 million.

Overdraft Litigation

The putative class action litigation filed against Sovereign Bank by Diane Lewis, on behalf of herself and others similarly situated, in the United States District Court for the District of Maryland has been transferred to and consolidated for pre-trial proceedings in the United States District Court for the Southern District of Florida (the “MDL Court”) under the caption In re Checking Account Overdraft Litigation. The complaint alleges violations of law in connection with Sovereign Bank’s overdraft/transaction ordering and fees practices.

Other

Reference should be made to Note 11 for disclosure regarding the lawsuit filed by SHUSA against the Internal Revenue Service/United States. In addition to the proceedings described above and the litigation described in Note 11 above, SHUSA in the normal course of business is subject to various other pending and threatened legal proceedings in which claims for monetary damages and other relief are asserted. We do not anticipate, at the present time, that the ultimate aggregate liability, if any, arising out of such other legal proceedings will have a material adverse effect on our consolidated financial position or liquidity. However, we cannot now determine whether or not any claims asserted against us, whether in the proceedings specifically described above, the matter described in Note 11 above, or otherwise, will have a material adverse effect on our results of operations or cash flows in any future reporting period, which will depend on, among other things, the amount of any loss resulting from the claim and the amount of income otherwise reported for the reporting period.

Reference should be made to Item 2, Foreclosure Matters for disclosure regarding the Consent Order issued by the Bank’s primary banking regulator.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

SHUSA, headquartered in Boston, MA, provides customers with a broad range of financial products and services through its two primary subsidiaries, Sovereign Bank and Santander Consumer USA (“SCUSA”).

Sovereign Bank, headquartered in Wilmington, DE, is a $76 billion financial institution as of June 30, 2011 with community banking offices, operations and team members located principally in Pennsylvania, Massachusetts, New Jersey, Connecticut, New Hampshire, New York, Rhode Island, Maryland, and Delaware. Sovereign Bank gathers substantially all of its deposits in these market areas. Sovereign Bank uses its deposits, as well as other financing sources, to fund its loan and investment portfolios. Sovereign Bank earns interest income on its loans and investments. In addition, Sovereign 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. Sovereign Bank’s principal non-interest expenses include employee compensation and benefits, occupancy and facility-related costs, technology and other administrative expenses. Sovereign Bank’s volumes, and accordingly its financial results, are affected by the economic environment, including interest rates, consumer and business confidence and spending, as well as the competitive conditions within its geographic footprint.

SCUSA, headquartered in Dallas, TX, is a specialized consumer finance company engaged in the purchase, securitization, and servicing of retail installment contracts originated by automobile dealers. SCUSA acquires retail installment contracts from manufacturer franchised dealers in connection with their sale of used and new automobiles and trucks primarily to nonprime customers with limited credit histories or past credit problems. SCUSA also purchases retail installment contracts from other companies.

On January 30, 2009, the Company was acquired by Santander. In July 2009, Santander contributed SCUSA, a majority owned subsidiary, into SHUSA.

Our customers select Sovereign Bank and SCUSA for banking and other financial services based on our ability to assist customers by understanding and anticipating their individual financial needs and providing customized solutions. Following the acquisition by Santander, Sovereign Bank began to change its strategy substantially. During 2009 and much of 2010 our primary emphasis was stabilization, a turnaround of the Company and its operating results, by re-aligning various elements of the Santander business model into its reporting structure. The second phase, transformation, has already begun and focuses on creating a sound, sustainable, and competitive franchise.

Successful stabilization efforts included improving risk management and collections, improving our margins and efficiency, and reorganizing to align to Santander business models. Noteworthy accomplishments include a return to positive operating cash flows and profitability in 2010, establishment of a centralized and independent risk management function, implementation of certain pricing and fee assessment changes to our deposit portfolio, implementation of a new sales process across the network while introducing several new products in connection with our Better Banking campaigns, and completion of a significant reduction in workforce, in large part, from consolidating certain back office functions or eliminating certain middle to senior management positions.

Moving forward into the transformation phase, we are focused on longer-term initiatives to continue to build a solid banking franchise.

Growing Corporate Banking is a key priority for Sovereign. Management plans to take a measured and gradual approach to building a strong franchise. Significant Corporate Banking initiatives include strengthening our Large Corporate unit as a competitive provider for large corporate customers, balancing penetration of different Corporate Banking units within Sovereign’s footprint in New England, Metro New York, and the Mid-Atlantic, increasing participation in syndicated and club loans to in-footprint companies, upgrading the technology platform and operational capabilities, and taking advantage of Santander’s global presence by seeking U.S. Transaction Banking business from non-U.S. Santander clients.

Retail Banking efforts will focus on increasing market share in the existing primary service area, cross-selling to existing and new customers, and reducing dependence on third-party service providers. Significant initiatives in Retail Banking will include migrating to Santander’s retail banking platform and subsequent implementation of more robust product applications and MIS, enhancing the online, ATM, and call center platforms, introducing mobile banking and enhanced functionality in the existing electronic banking platform, and developing the capability to issue and service credit cards directly.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Effective July 1, 2011 Jerry Grundhofer was appointed non-executive Chairman of the Board of Directors of the Company. Mr. Grundhofer most recently served as Chairman of the Board of Directors of Citibank, N.A., as well as a member of the Board of Directors of Citigroup, New York.

CURRENT REGULATORY ENVIRONMENT

On July 21, 2010, President Obama signed into law the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (“Dodd-Frank Act”), which is a significant development for the industry. The elements of the act addressing financial stability are largely focused on issues related to systemic risks and capital markets-related activities. The act includes a number of specific provisions designed to promote enhanced supervision and regulation of financial firms and financial markets, protect consumers and investors from financial abuse and provide the government with tools to manage a financial crisis and raise international regulatory standards. The act also introduces a substantial number of reforms that reshape the structure of the regulation of the financial services industry, requiring more than 60 studies to be conducted and more than 200 regulations to be written over the next two years.

The true impact of this legislation to SHUSA and the industry will be unknown until these reforms are complete, although they will involve higher compliance costs. Certain elements, such as the debit interchange legislation, will negatively affect our revenue and earnings; while certain other elements, such as the “Collins Amendment”, will phase in the heightened capital standards by eliminating trust preferred securities as tier 1 regulatory capital for certain financial institutions. Other impacts include increases to the levels of deposit insurance assessments on large insured depository institutions, impacts to the nature and levels of fees charged to consumers, changes to the types of derivative activities that Sovereign Bank and other insured depository institutions may conduct, and other increases to capital, leverage and liquidity requirements for banks and bank holding companies. Financial institutions deemed to be systemically important (generally defined as financial institutions, similar to SHUSA, with greater than $50 billion in total assets) will be subject to additional supervision and requirements to develop resolution plans for potential economic and market events that could have a significant negative impact on their business. These changes could impact the future profitability and growth of SHUSA.

In the fourth quarter of 2009, the Board of Governors of the Federal Reserve System (FRB) announced regulatory changes to debit card and ATM overdraft practices that were effective July 1, 2010. These changes prohibit financial institutions from charging consumers fees for paying overdrafts on automated teller machine (ATM) and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions. These changes will continue to have an impact that could be material to our consumer banking fee revenue. The actual impact could vary due to a variety of factors, including changes in customer behavior.

On December 16, 2010, the Basel Committee on Banking Supervision issued “Basel III: A global regulatory framework for more resilient banks and banking systems” (Basel III). Basel III is a comprehensive set of reform measures designed to strengthen the regulation, supervision and risk management of the banking sector. The Basel III rules do not apply to U.S. banks or holding companies automatically. If implemented by U.S. regulators as proposed, Basel III would significantly increase the capital required to be held by the Company and narrow the types of instruments which would qualify as providing appropriate capital.

RECENT DEVELOPMENTS IN BANK REGULATION

In May 2011, Sovereign Bank applied to the Office of the Comptroller of the Currency (OCC) to become a national bank organized under the National Bank Act. In connection with this application, within the next week SHUSA intends to submit an application to the FRB to become a bank holding company under the Bank Holding Company Act of 1956, as amended. To date, the application to the OCC has not been approved or denied.

Upon approval by the OCC to convert to a national bank, Sovereign Bank would no longer be subject to federal thrift regulations and instead would be subject to the OCC’s regulations under the National Bank Act. The various laws and regulations administered by the OCC for national banks affect corporate practices and impose certain restrictions on activities and investments, but SHUSA does not believe that Sovereign Bank’s current or currently proposed business will be limited materially, if at all, by these restrictions. In addition, as a national bank, Sovereign Bank will no longer be subject to the qualified thrift lender requirement, which requires thrifts to maintain a certain percentage of their “portfolio assets” in certain ‘qualified thrift investments,” such as residential housing related loans, certain consumer and small business loans and residential mortgage-backed securities. Sovereign Bank would also no longer be subject to the restrictions in the Home Owners’ Loan Act limiting the amount of commercial loans that Sovereign Bank may make.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Upon approval by the FRB to become a bank holding company, SHUSA would become subject to the comprehensive, consolidated supervision and regulation of the FRB. SHUSA would be expected to act as a source of strength to Sovereign Bank and, for the first time, would be subject to risk-based and leverage capital requirements and information reporting requirements. SHUSA believes that it would be “well capitalized” under the FRB’s capital standards.

Additionally, because SHUSA has more than $50 billion in total consolidated assets, as a bank holding company it will become subject to the heightened prudential and other requirements for large bank holding companies. The Dodd-Frank Act imposes heightened prudential requirements on bank holding companies with at least $50 billion in total consolidated assets and requires the FRB to establish prudential standards for such large bank holding companies that are more stringent than those applicable to other bank holding companies, including standards for risk-based capital requirements and leverage limits, liquidity, risk-management requirements, resolution plans (referred to as “living wills”) and credit exposure reporting and concentration limits. As part of the Dodd-Frank enhanced supervision framework, SHUSA will be subject to annual stress tests by the FRB, and SHUSA and Sovereign Bank will be required to conduct semi-annual and annual stress tests, respectively, reporting results to the FRB and the OCC. The FRB also has discretionary authority to establish additional prudential standards, on its own or at the Financial Stability Oversight Council’s recommendation, regarding contingent capital, enhanced public disclosures, short-term debt limits, and otherwise as it deems appropriate.

Additionally, federal laws restrict the types of activities in which bank holding companies may engage, and subject them to a range of supervisory requirements, including regulatory enforcement actions for violations of laws and policies. Bank holding companies may engage in the business of banking and managing and controlling banks, as well as closely related activities. SHUSA does not expect the limitations described above will adversely affect its current operations or materially prohibit it from engaging in activities that are currently contemplated by its business strategies.

On June 29, 2011, the FRB issued its final rule implementing the debit card interchange fee and routing regulation rules pursuant to the “Durbin amendment”. The final rule establishes standards for assessing whether debit card interchange fees received by debit card issuers are “reasonable and proportional” to the costs incurred by issuers for electronic debit transactions. In addition, the final rule prohibits network exclusivity arrangements on debit cards to ensure merchants have choices in how debit card transactions are routed The effective date for the provision regarding debit card interchange fees and the network exclusivity prohibition is October 1, 2011 and April 1, 2012, respectively.

The negative impact of the Durbin amendment on revenue is expected to be approximately $50-60 million annually based on our current debit card transaction volume. The actual impact could vary due to a variety of factors.

On July 21, 2011, as required by the Dodd-Frank Act, the OCC assumed responsibility from the Office of Thrift Supervision (OTS) for the ongoing examination, supervision, and regulation of federal savings associations and rulemaking for all savings associations, state and federal. Accordingly, as a federal savings bank, Sovereign Bank is subject to supervision, enforcement, and rulemaking authority by the OCC.

FORECLOSURE MATTERS

On April 13, 2011, Sovereign Bank consented to the issuance of a Consent Order (the “Order”) by its then primary federal banking regulator, the OTS, as part of an interagency horizontal review of foreclosure practices at 14 mortgage servicers. The Order, requires the Bank to take a number of actions, including designating a committee to monitor and coordinate the Bank’s compliance with the provisions of the Order, developing and implementing plans to improve the Bank’s mortgage servicing and foreclosure practices and taking certain other remedial actions. The Bank must also retain an independent consultant to conduct a review of certain foreclosure actions or proceedings for loans serviced by the Bank.

On its own initiative in October 2010, the Bank began a comprehensive review of its foreclosure processes. Based on the results of that review, the Bank took corrective action to address deficiencies in its mortgage foreclosure practices and is in the process of implementing additional measures to address the issues raised in the Order.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company has increased the estimate of one-time costs that it and the Bank will incur from approximately $12 million to approximately $24 million relating to compliance with the Order. The estimate, which primarily includes expenses for consultants, has increased substantially as a result of revised instructions from the federal regulators regarding the scope and methodology that must be used to select the sample of foreclosure files that must be reviewed by an independent consultant pursuant to the Order, which has resulted in a substantial increase in the number of files. Recurring legal and operational expenses to comply with the Order are estimated to be approximately $7 million annually. The Company and the Bank may incur further expenses related to compliance with the Order.

The Order will remain in effect until modified or terminated by the OCC, successor to the OTS. Any material failure to comply with the provisions of the Order could result in enforcement actions by the OCC. While the Bank intends to take such actions as may be necessary to enable the Bank to comply fully with the provisions of the Order, and the Bank is currently aware of no impediment to achieving full compliance with the Order, there can be no assurance that the Bank will be able to comply fully with the provisions of the Order, or to do so within the timeframes required, or that compliance with the Order will not be more time consuming, more expensive, or require more managerial time than anticipated. The Bank may also be subject to civil money penalties, however the Bank is unable to determine the likelihood or amount of such penalties at this time, and accordingly, no accrual has been recorded.

CREDIT RISK ENVIRONMENT

Although market conditions have been steadily improving, unemployment in the United States continues to remain near historically high levels, and conditions are expected to remain challenging for financial institutions in 2011. Conditions in the housing market have been difficult over the past few years and declining real estate values and financial stress on borrowers have resulted in elevated levels of delinquencies and charge-offs. Accordingly, consumers and financial institutions remain cautious as weak housing markets, high unemployment, and volatile global credit and market environments remain a concern.

The credit quality of our loan portfolio has a significant impact on our operating results. We continue to experience overall credit quality improvement including signs of improvement in our commercial and consumer portfolios beginning in 2010 and continuing into 2011. We had net charge-offs of $264.5 million and $511.2 million during the three months and six months ended June 30, 2011 compared to $286.6 million and $630.3 million during the corresponding periods in the prior year. Net charge-offs related to SCUSA for three-month and six-month periods ended June 30, 2011 were $79.3 million and $176.8 million compared to $76.8 million and $202.3 million for the corresponding periods ended June 30, 2010. Our provision for credit losses was $273.1 million and $580.9 million during the three months and six months ended June 30, 2011 compared to $437.3 million and $850.0 million during the corresponding periods in the prior year.

The allowance for loan losses remained steady at $2.2 billion at June 30, 2011 and December 31, 2010 while total loans held for investment increased to $66.0 billion from $65.0 billion for the same respective periods. The increase in loans held for investment is primarily attributable to $1.7 billion and $181.9 million loan acquisitions during the first quarter and second quarter of 2011, respectively.

Conditions in the housing market have significantly impacted areas of our business. Certain segments of our consumer and commercial loan portfolios have exposure to the housing market. Total residential real estate loans increased to $11.6 billion at June 30, 2011 from $11.2 billion at December 31, 2010, while Alt-A residential real estate loans (also known as limited documentation) decreased to $1.7 billion from $1.9 billion over the same respective period. Credit losses on our Alt-A residential real estate loans have decreased year-over-year and totaled $9.5 million and $17.0 million during the three-month and six-month periods ended June 30, 2011 compared to $15.5 million and $24.4 million for the corresponding periods in the prior year. Future performance of our residential loan portfolio will continue to be significantly influenced by home prices in the residential real estate market, unemployment and general economic conditions.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The homebuilder industry also has been impacted by difficult new home sales volumes and values of residential real estate which has impacted the profitability and liquidity of these companies. Declines in real estate prices have been the most pronounced in certain states where previous increases were the largest, such as California, Florida and Nevada. Additionally, heightened foreclosure volumes have continued in various other areas due to the generally challenging economic environment and levels of unemployment. SHUSA provided financing to various homebuilder companies which is included in our commercial loan portfolio. The Company has been working on reducing its exposure to this loan portfolio which has resulted in it declining to $117.5 million at June 30, 2011 compared to $335.5 million a year ago. At June 30, 2011, the entire homebuilder loan portfolio lies in our geographic footprint which generally has had more stable economic conditions on a relative basis compared to the national economy. We will continue to monitor the credit quality of this portfolio in future periods given the recent market conditions and determine the impact, if any, on the allowance for loan losses related to these homebuilder loans.

We have seen signs of stabilization in non-performing assets in our residential loan portfolio. Non-performing assets for this portfolio decreased for the fifth consecutive quarter to $570.6 million at June 30, 2011 from December 31, 2010 levels of $602.0 million. We expect that the difficult housing environment as well as the overall challenging economic conditions will continue to impact our residential portfolio.

Sovereign Bank also has $6.9 billion of home equity loans and lines of credit at June 30, 2011 compared to $7.0 billion at December 31, 2010. The majority of this portfolio consists of loans with an average FICO at origination of 783 and an average loan to value of 58.1%. We have total non-performing loans of $118.7 million for this loan portfolio at June 30, 2011 compared to non-performing loans of $125.3 million at December 31, 2010.

SHUSA has $18.4 billion of auto and other consumer loans at June 30, 2011, compared to $17.8 billion at December 31, 2010, of which approximately $1.7 billion were purchased by Sovereign Bank from third parties during the first quarter of 2011. Our non-performing auto and other consumer loans decreased to $478.9 million at June 30, 2011 from $592.7 million at December 31, 2010.

As previously stated, SCUSA’s target customer base is focused on individuals with past credit problems. The current FICO distribution for its $15.1 billion loan portfolio is as follows.


FICO Band	% of Portfolio
> 650		18	%
650-601		27	%
600-551		28	%
550-501		18	%
<=500		9	%

Although credit loss rates on this portfolio are higher than other portfolios at SHUSA (3.86% during 2010 and 2.28% for the six-month period ended June 30, 2011), the pricing on the portfolios contemplates this as gross loan yields for SCUSA’s portfolio were 16.48% for the six-month period ended June 30, 2011.

In the six-month period ended June 30, 2011 non-performing asset loans in each of our commercial portfolios declined. Commercial real estate non-performing loans decreased to $511.1 million at June 30, 2011 from $653.2 million at December 31, 2010. Non-performing multi-family loans decreased to $213.9 million at June 30, 2011 from $224.7 million at December 31, 2010, and non-performing other commercial loans decreased to $397.6 million at June 30, 2011 from $528.3 million at December 31, 2010.

Concerns regarding Greece’s ability to meet its debt obligations have continued to heighten. In addition, recent market sentiment has raised serious doubt about the credit quality of certain other European jurisdictions including Portugal, Ireland, Italy and Spain. SHUSA does not have any sovereign debt with any country within the European Union. Other than transactions with our parent, Santander, as further described in Notes 6 and 12 to the Consolidated Financial Statements, the Company’s exposure to Portugal, Spain and Italy includes $230 million in multi-national corporations domiciled in these countries including covered bonds with high investment grade ratings and operating diversification outside of their home countries as well as $76 million of Spanish government institution bonds. The Company has no significant exposure to Ireland or Greece.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

On August 5, 2011, Standard & Poor’s (“S&P”), one of three major credit rating agencies which also include Moody’s Investors Service and Fitch, lowered its long-term credit rating on the United States sovereign debt from AAA to AA+. Moody’s and Fitch each maintained the highest rating on U.S. sovereign debt, but have assigned a negative outlook. The implications of these actions by the ratings agencies could include negative effects on U.S. Treasury securities as well as instruments issued, guaranteed or insured by government agencies or government-sponsored institutions. These types of instruments are significant assets for our business. In addition, the potential impact could exacerbate the other risks to which the Company is subject to including, but not limited to, the risk factors described in Part I, Item 1A — Risk Factors of our Annual Report on Form 10-K.

CURRENT INTEREST RATE ENVIRONMENT

Net interest income represents a significant portion of the Company’s revenues. Accordingly, the interest rate environment has a substantial impact on SHUSA’s earnings. The Company currently is in an asset sensitive interest rate risk position. During the first six months of 2011, our net interest margin increased to 4.88% from 4.49% in the six months ended June 30, 2010. This increase in margin is primarily attributable to the changing interest rate environment combined with a mix shift from higher cost wholesale deposits to lower cost retail deposits. Net interest margin in future periods will be impacted by several factors such as but not limited to, our ability to grow and retain core deposits, the future interest rate environment, loan and investment prepayment rates, and changes in non-accrual loans. See our discussion of Asset and Liability Management practices in a later section of this MD&A, including the estimated impact of changes in interest rates on SHUSA’s net interest income.

RECENT INDUSTRY CONSOLIDATION

We believe the acquisition by Santander strengthened our financial position and enabled us to execute our strategy of focusing on our core retail and commercial customers in our geographic footprint. The banking industry has experienced significant consolidation in recent years, which is likely to continue in future periods. Consolidation may affect the markets in which SHUSA operates as new or restructured competitors integrate acquired businesses, adopt new business practices or change product pricing as they attempt to maintain or grow market share. Recent merger activity involving national, regional and community banks and specialty finance companies in the Northeastern United States, have affected the competitive landscape in the markets we serve. Management continually monitors the environment in which it operates to assess the impact of the industry consolidation on SHUSA, as well as the practices and strategies of our competitors, including loan and deposit pricing, customer expectations and the capital markets.

RESULTS OF OPERATIONS

General

SHUSA reported pre-tax income of $424.5 million and $918.2 million for the three months and six months ended June 30, 2011, compared to $210.2 million and $345.0 million for the three months and six months ended June 30, 2010. Results for the six months ended June 30, 2011 were favorably impacted by $81.9 million of net investments security gains and residential and multi-family servicing right recoveries of $1.9 million. Results for the six months ended June 30, 2010 included $69.2 million of net investment security gains (including a $14.0 million net gain from the sale of Visa shares during the second quarter of 2010) and residential and multi-family servicing right recoveries of $11.9 million. Additionally, interest on loans and consumer fee income increased $357.5 million and $105.0 million, respectively, from the six months ended June 30, 2010 due to $8.0 billion of loans acquired by SCUSA during the latter half of 2010 and $1.7 billion of loans acquired by Sovereign Bank during the first quarter of 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

CONSOLIDATED AVERAGE BALANCE SHEET / TAX EQUIVALENT NET INTEREST MARGIN ANALYSIS
SIX-MONTH PERIOD ENDED JUNE 30, 2011 AND 2010
(in thousands)


	2011								2010
				Tax								Tax
	Average			Equivalent		Yield/			Average			Equivalent		Yield/
	Balance			Interest		Rate			Balance			Interest		Rate
EARNING ASSETS
INVESTMENTS	$	16,504,606		$	236,267		2.86	%	$	15,365,870		$	260,703		3.40	%
LOANS:
Commercial loans		22,208,305			456,403		4.14	%		23,642,945			533,709		4.54	%
Multi-family		6,880,969			175,569		5.13	%		5,156,879			139,226		5.41	%
Consumer loans
Residential mortgages		11,524,767			263,427		4.57	%		11,020,327			274,646		4.98	%
Home equity loans and lines of credit		6,954,019			134,292		3.89	%		7,034,414			144,202		4.13	%

Total consumer loans secured by real estate		18,478,786			397,719		4.32	%		18,054,741			418,848		4.65	%
Auto loans		16,669,820			1,274,875		15.42	%		10,937,164			950,404		17.52	%
Other		2,164,743			102,777		9.57	%		259,824			8,884		6.89	%

Total consumer		37,313,349			1,775,371		9.58	%		29,251,729			1,378,136		9.49	%


Total loans		66,402,623			2,407,343		7.30	%		58,051,553			2,051,071		7.11	%
Allowance for loan losses		(2,216,443	)		—		—			(1,912,674	)		—		—


NET LOANS		64,186,180			2,407,343		7.55	%		56,138,879			2,051,071		7.35	%


TOTAL EARNING ASSETS		80,690,786			2,643,610		6.59	%		71,504,749			2,311,774		6.50	%
Other assets		11,474,838			—		—			11,195,448			—		—


TOTAL ASSETS	$	92,165,624		$	2,643,610		5.77	%	$	82,700,197		$	2,311,774		5.62	%


FUNDING LIABILITIES
Deposits and other customer related accounts:
Retail and commercial deposits	$	32,507,470		$	110,749		0.69	%	$	30,139,319		$	107,166		0.72	%
Wholesale deposits		2,427,394			5,610		0.47	%		1,365,985			10,673		1.58	%
Government deposits		2,056,230			3,779		0.37	%		2,176,136			3,467		0.32	%
Customer repurchase agreements		1,620,549			2,633		0.33	%		1,692,331			1,909		0.23	%


TOTAL DEPOSITS		38,611,643			122,771		0.64	%		35,373,771			123,215		0.70	%


BORROWED FUNDS:
FHLB advances		10,207,005			220,968		4.36	%		11,595,404			274,009		4.75	%
Fed funds and repurchase agreements		2,409,274			4,948		0.41	%		1,830,411			2,000		0.22	%
Other borrowings		19,103,162			339,149		3.57	%		14,727,830			316,028		4.31	%


TOTAL BORROWED FUNDS		31,719,441			565,065		3.58	%		28,153,645			592,037		4.23	%


TOTAL FUNDING LIABILITIES		70,331,084			687,836		1.97	%		63,527,416			715,252		2.26	%
Demand deposit accounts		7,385,927			—		—			7,024,382			—		—
Other liabilities		2,828,841			—		—			2,024,704			—		—


TOTAL LIABILITIES		80,545,852			687,836		1.72	%		72,576,502			715,252		1.98	%
STOCKHOLDER’S EQUITY		11,619,772			—		—			10,123,695			—		—


TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	92,165,624			687,836		1.50	%	$	82,700,197			715,252		1.75	%


NET INTEREST INCOME				$	1,955,774							$	1,596,522


NET INTEREST SPREAD (1)							4.63	%							4.24	%


NET INTEREST MARGIN (2)							4.88	%							4.49	%


(1)		Represents the difference between the yield on total earning assets and the cost of total funding liabilities.

(2)		Represents annualized, taxable equivalent net interest income divided by average interest-earning assets.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net Interest Income

Net interest income for the three-month and six-month periods ended June 30, 2011 was $949.7 million and $1,932.2 million compared to $810.1 million and $1,567.9 million for the same periods in 2010. SCUSA generated net interest income of $535.5 million and $1,082.1 million for the three-month and six-month periods ended June 30, 2011 compared to $401.3 million and $760.5 million for the same periods in the corresponding year, due primarily to growth in average earning assets at SCUSA. Excluding SCUSA, net interest income increased to $414.2 million and $850.0 million for the three-month and six-month periods ended June 30, 2011, compared to $408.8 million and $807.3 million for the corresponding periods in the prior year.

Interest on investment securities and interest earning deposits was $101.9 million and $218.1 million for the three-month and six-month periods ended June 30, 2011, compared to $123.7 million and $238.7 million for the same periods in 2010. The average balance of investment securities was $16.5 billion with an average tax equivalent yield of 2.86% for the six-month period ended June 30, 2011 compared to an average balance of $15.4 billion with an average yield of 3.40% for the same period in 2010.

Interest on loans was $1,198.5 million and $2,401.9 million for the three-month and six-month periods ended June 30, 2011, compared to $1,033.2 million and $2,044.4 million for the three-month and six-month periods in 2010. Average loan balances for the six-month period ended June 30, 2011 increased to $66.4 billion from $58.1 billion for the same period in the corresponding year and yields increased to 7.30% for the six-month period ended June 30, 2011 compared to 7.11% for the corresponding period in the prior year. These increases are driven by $8.0 billion of loans acquired by SCUSA during the latter half of 2010 and $1.7 billion of loans acquired by Sovereign Bank during the first quarter of 2011.

Interest on deposits and related customer accounts was $64.5 million and $122.8 million for the three-month and six-month periods ended June 30, 2011, compared to $54.9 million and $123.2 million for the same periods in 2010. The average balance of deposits was $38.6 billion with an average cost of 0.64% for the six-month period ended June 30, 2011 compared to an average balance of $35.4 billion with an average cost of 0.70% for the same period in 2010. The reduction in yields has been due to repricing efforts on promotional time deposit accounts from the prior year and decreases in market interest rates. The average balance of non-interest bearing demand deposits increased to $7.4 billion for the six-month period ended June 30, 2011 compared to $7.0 billion for the corresponding period in 2010.

Interest on borrowed funds was $286.2 million and $565.1 million for the three-month and six-month periods ended June 30, 2011, compared to $291.8 million and $592.0 million for the same periods in 2010. The average balance of borrowings was $31.7 billion with an average cost of 3.58% for the six-month period ended June 30, 2011 compared to an average balance of $28.2 billion with an average cost of 4.23% for the same period in 2010. The increase in borrowing levels is due to SCUSA asset earning growth which has been funded with increased borrowings.

Provision for Credit Losses

The provision for credit losses is based upon credit loss experience, growth or contraction of specific segments of the loan portfolio, and the estimate of losses inherent in the current loan portfolio. The provision for credit losses for the three-month and six-month periods ended June 30, 2011 was $273.1 million and $580.9 million, compared to $437.4 million and $850.0 million for the same periods in 2010. Credit losses, while showing signs of stabilizing, remain elevated given recent economic weakness and high unemployment levels which has negatively impacted the credit quality of our loan portfolios.

Non-performing assets were $2.5 billion or 2.75% of total assets at June 30, 2011, compared to $2.9 billion or 3.29% of total assets at December 31, 2010 and $3.0 billion or 3.57% of total assets at June 30, 2010. The decreases from the December 2010 period were primarily driven by our commercial and auto loan portfolios. The decreases from the June 2010 period were primarily driven by our commercial loan portfolios. Future changes to delinquency and non performing assets levels will have a significant impact on our financial results. Management regularly evaluates SHUSA’s loan portfolios, and its allowance for loan losses, and adjusts the loan loss allowance as deemed necessary.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following table presents the activity in the allowance for credit losses for the periods indicated:


	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2011			2010			2011		2010

Allowance for loan losses, beginning of period	$	2,207,347		$	1,932,360		$	2,197,450	$	1,818,224
Allowance established in connection with reconsolidation of previously unconsolidated securitized assets		—			(19,653	)		—		5,991
Charge-offs:
Commercial		143,340			176,864			255,679		351,468
Consumer secured by real estate		38,998			36,784			68,065		65,717
Consumer not secured by real estate		163,776			151,189			352,755		380,629


Total Charge-offs		346,114			364,837			676,499		797,814


Recoveries:
Commercial		12,811			17,452			19,711		27,332
Consumer secured by real estate		1,268			293			2,411		773
Consumer not secured by real estate		67,514			60,525			143,206		139,438


Total Recoveries		81,593			78,270			165,328		167,543


Charge-offs, net of recoveries		264,521			286,567			511,171		630,271
Provision for loan losses (1)		284,147			416,870			540,694		849,066


Allowance for loan losses, end of period		2,226,973			2,043,010			2,226,973		2,043,010

Reserve for unfunded lending commitments, beginning of period		351,846			239,651			300,621		259,140
Provision for unfunded lending commitments (1)		(11,003	)		20,434			40,222		945
Reserve for unfunded lending commitments, end of period		340,843			260,085			340,843		260,085

Total allowance for credit losses, end of period	$	2,567,816		$	2,303,095		$	2,567,816	$	2,303,095


(1)		The provision for credit losses on the consolidated statement of operations is the sum of the total provision for loan losses and provision for unfunded lending commitments.

Non-Interest Income

Total non-interest income was $250.1 million and $562.3 million for the three-month and six-month periods ended June 30, 2011, compared to $254.2 million and $456.7 million for the same periods in 2010. The six-month period ended June 30, 2011 includes $81.9 million of net gains on the sale of investment securities and $1.9 million gain from changes in residential and multi-family MSR impairment reserves. The six-month period ended June 30, 2010 includes $69.2 million of net gains on the sale of investment securities and $11.9 million gain from changes in residential and multi-family MSR impairment reserves.

Consumer banking fees were $164.9 million and $337.8 million for the three-month and six-month periods ended June 30, 2011, compared to $141.1 million and $232.8 million for the same periods in 2010, representing increases of 16.9% and 45.1%, respectively. The increase for the six-month period ended June 30, 2011 is due to growth in consumer loan fees which increased $114.5 million during the twelve-month period ended June 30, 2011 due to growth in the SCUSA loan portfolio. Conversely, consumer banking fees for the six-month period ended June 30, 2011 also reflect the impact of reduced overdraft fee revenues due to regulatory changes that took effect on August 15, 2010.

Commercial banking fees were $41.7 million and $86.3 million for the three-month and six-month periods ended June 30, 2011, compared to $46.3 million and $91.9 million for the same periods in 2010, representing decreases of 9.9% and 6.0%, respectively. The Company has been able to maintain its commercial fee levels in spite of declining commercial loan balances due to pricing changes on its commercial deposit and loan portfolios.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Net mortgage banking income was composed of the following components:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
Sales of mortgage loans and related securities	$	393		$	5,433		$	6,074		$	13,757
Net gains on hedging activities		3,723			3,243			234			1,810
Mortgage servicing fees		12,913			13,656			25,757			27,196
Amortization of mortgage servicing rights		(9,651	)		(13,296	)		(20,811	)		(28,603	)
Residential mortgage servicing rights (impairments)/recoveries		(4,533	)		(3,829	)		(2,851	)		10,861
Sales and changes to recourse reserves of multi-family loans		(474	)		(474	)		(923	)		(1,016	)
Multi-family mortgage servicing rights recoveries		264			676			4,749			1,077

Total mortgage banking income	$	2,635		$	5,409		$	12,229		$	25,082

Mortgage banking income consists of fees associated with servicing loans not held by SHUSA, as well as amortization and changes in the fair value of mortgage servicing rights and recourse reserves. Mortgage banking results also include gains or losses on the sales of mortgage, home equity loans and lines of credit and multi-family loans and mortgage-backed securities that were related to loans originated or purchased and held by SHUSA, as well as gains or losses on mortgage banking derivative and hedging transactions. Mortgage banking derivative instruments include principally interest rate lock commitments and forward sale commitments.

Sales of mortgage loans have increased for the six-month period ended June 30, 2011 compared to June 30, 2010. For the three-month and six-month periods ended June 30, 2011, SHUSA sold $186.7 million and $520.4 million of loans at gains of $0.4 million and $6.1 million, compared to $231.7 and $482.8 million of loans at gains of $5.4 million and $13.8 million in the corresponding periods in the prior year.

As of June 30, 2011, Sovereign Bank services approximately 156,000 residential mortgage loans and has approximately 3,000 residential mortgage loans in the process of foreclosure. The average number of mortgage and home equity foreclosures initiated monthly for loans serviced by Sovereign Bank and third parties is approximately 270 and 340, of approximately 288,000 and 290,000 total mortgage and home equity loans serviced by Sovereign Bank and third parties for the twelve-month periods ended June 30, 2011 and December 31, 2010, respectively.

At June 30, 2011 and December 31, 2010, SHUSA serviced residential real estate loans for the benefit of others totaling $14.4 billion and $14.7 billion, respectively. The fair value of the servicing portfolio at June 30, 2011 and December 31, 2010 was $139.9 million and $148.7 million, respectively. For the three months and six months ended June 30, 2011, SHUSA recorded impairments of $4.5 million and $2.9 million on our mortgage servicing rights resulting from slower than expected prepayments on our residential mortgage portfolio. The most important assumptions in the valuation of mortgage servicing rights are anticipated loan prepayment rates (CPR) and the positive spread received for holding escrow related balances. Increases in prepayment speeds (which are generally driven by lower long term interest rates) result in lower valuations of mortgage servicing rights, while lower prepayment speeds result in higher valuations. The escrow related credit spread is the estimated reinvestment yield earned on the serviced loan escrow deposits. Increases in escrow related credit spreads result in higher valuations of mortgage servicing rights while lower spreads result in lower valuations. For each of these items, SHUSA must make market assumptions based on future expectations. All of the assumptions are based on standards that we believe would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources. Additionally, an independent appraisal of the fair value of our mortgage servicing rights is obtained annually and is used by management to evaluate the reasonableness of our discounted cash flow model. Future changes to prepayment speeds may cause significant future charges or recoveries of previous impairments in future periods.

SHUSA will periodically sell qualifying mortgage loans to FHLMC, Government National Mortgage Association (“GNMA”) and FNMA in return for mortgage-backed securities issued by those agencies. The Company reclassifies the net book balance of the loans sold to such agencies from loans to investment securities available for sale. For those loans sold to the agencies in which SHUSA retains servicing rights, the Company allocates the net book balance transferred between servicing rights and investment securities based on their relative fair values.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

SHUSA previously sold multi-family loans in the secondary market to Fannie Mae while retaining servicing. Under the terms of the sales program with Fannie Mae, we retain a portion of the credit risk associated with such loans. As a result of this agreement with Fannie Mae, SHUSA retains a 100% first loss position on each multi-family loan sold to Fannie Mae under such program until the earlier to occur of (i) the aggregate losses on the multi-family loans sold to Fannie Mae reaching the maximum loss exposure for the portfolio as a whole ($211.1 million as of June 30, 2011) or (ii) until all of the loans sold to Fannie Mae under this program are fully paid off. The maximum loss exposure is available to satisfy any losses on loans sold in the program subject to the foregoing limitations. In September 2009, the Bank elected to stop selling multi-family loans to Fannie Mae and since that time has retained all production for the loan portfolio.

The Company has established a liability related to the fair value of the retained credit exposure for loans sold to Fannie Mae. This liability represents the amount that the Company estimates that it would have to pay a third party to assume the retained recourse obligation. The estimated liability represents the present value of the estimated losses that the portfolio is projected to incur based upon an industry-based default curve with a range of estimated losses. At June 30, 2011 and December 31, 2010, SHUSA had a $138.1 million and $171.7 million liability related to the fair value of the retained credit exposure for loans sold to Fannie Mae under this sales program.

At June 30, 2011 and December 31, 2010, SHUSA serviced $10.2 billion and $11.2 billion, respectively, of loans for Fannie Mae that had been sold to Fannie Mae pursuant to this program with a maximum potential loss exposure of $211.1 million and $217.9 million, respectively. As a result of this retained servicing on multi-family loans sold to Fannie Mae, the Company had loan servicing assets of $1.7 million and $3.7 thousand at June 30, 2011 and December 31, 2010, respectively. During the six-month period ended June 30, 2011 and the corresponding period in the prior year, SHUSA recorded servicing asset amortization of $3.1 million and $4.7 million, respectively. Additionally, during the first six months of 2011, SHUSA recorded a net servicing right asset recovery of $4.7 million, compared to a net recovery of $1.1 million in the corresponding period in the prior year.

Capital markets revenues were $6.3 million and $12.7 million for the three-month and six-month periods ended June 30, 2011, compared to $3.9 million and $8.2 million for the same periods in 2010. Revenues increased during the current year for the three-months and six-months ended due to increased sales volume as well as an increase to average size of each sales transaction.

Bank owned life insurance (BOLI) income represents the increase in the cash surrender value of life insurance policies for certain employees where the Bank is the beneficiary of the policies, as well as the receipt of insurance proceeds. The increase in BOLI income to $27.3 million for the six-month period ended June 30, 2011, compared to $27.1 million for the comparable period in the prior year is due primarily to increased death benefits as well as lower returns on certain polices.

Net gains on investment securities were $20.1 million and $81.9 million for the three-month and six-month periods ended June 30, 2011, compared to net gains of $42.9 million and $69.2 million for the same periods in 2010. Second quarter 2011 results include an other-than-temporary impairment charge of $0.3 million. Second quarter 2010 results included an other-than-temporary impairment charge of $3.1 million on certain non-agency mortgage backed securities. Additionally, second quarter 2010 results included a net gain of $14.0 million on the sale of Visa Inc. Class B common shares. See Note 2 for further discussion.

General and Administrative Expenses

General and administrative expenses for the three-month and six-month periods ended June 30, 2011 were $452.6 million and $905.4 million, compared to $368.5 million and $731.4 million for the same periods in 2010. This increase was due primarily to increased compensation and benefit expenses and increased loan servicing expenses at SCUSA due to additional employee count and additional servicing fees resulting from 2010 acquisition activity. Additional increases relate to additional employee count and the reinstatement of personnel benefits at Sovereign Bank. From June 2009 to June 2010, the Company ceased matching employee contributions. In July 2010, the Company resumed matching 100% of employee contributions up to 3% of their compensation and then 50% of employee contributions between 3% and 5%.

Other Expenses

Other expenses consist primarily of amortization of intangibles, deposit insurance expense, merger related and integration charges, equity method investment expense and other restructuring and proxy and related professional fees. Other expenses were $49.6 million and $89.8 million for the three-month and six-month periods ended June 30, 2011, compared to $48.3 million and $98.2 million for the same periods in 2010.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

SHUSA recorded intangible amortization expense of $29.9 million for the six-month period ended June 30, 2011, compared to $33.4 million for the corresponding period in the prior year. The decrease in the current year period is due primarily to decreased core deposit intangible amortization expense on previous acquisitions.

Income Tax Provision/(Benefit)

An income Tax provision of $145.4 million and $322.1 million was recorded for the three-month and six-month periods ended June 30, 2011, compared to $66.1 million and $107.8 million for the same periods in 2010 resulting in an effective tax rate of 34.26% and 35.08% for the three-month and six-month periods ended June 30, 2011 compared to 31.46% and 31.25% for the comparable periods in 2010.

Line of Business Results

In the second quarter of 2011, our commercial equipment and vehicle finance group was merged into the Retail banking segment from the Specialized Business segment. Additionally, our multi-family and large corporate commercial specialty groups were merged into the Corporate banking segment from the Specialized Business segment. Since our Specialized Business segment had no goodwill allocated to it, this reporting structure change had no impact on the amount of goodwill assigned to our Retail banking and Corporate banking segments.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Retail Banking segment net interest income increased $4.2 million and $18.9 million to $199.5 million and $401.3 million for the three-month and six-month periods ended June 30, 2011 compared to the corresponding periods in the preceding year, due to increased earnings resulting from the $1.7 billion of loans acquired during the first quarter of 2011. The net spread on a match funded basis for this segment was 1.34% for the first six months of 2011 compared to 1.35% for the same period in the prior year. The average balance of loans was $24.1 billion for the six months ended June 30, 2011 compared to an average balance of $22.4 billion for the corresponding period in the preceding year. The average balance of deposits was $36.4 billion for the six months ended June 30, 2011, compared to $34.9 billion for the same period a year ago. The provision for credit losses decreased $19.1 million to $61.9 million and $17.0 million to $131.3 million for the three months and six months ended June 30, 2011 due to improved loss experience. General and administrative expenses totaled $277.9 million and $545.8 million for the three months and six months ended June 30, 2011, compared to $253.4 million and $508.7 million for the three months and six months ended June 30, 2010. The increase in general and administrative expenses is due to increased compensation and benefit expense within the retail banking division resulting from higher headcount and the reinstatement of personnel benefits at Sovereign Bank during July 2010.

The Specialized Business segment net interest income decreased $9.3 million and $18.5 million to $20.5 million and $43.2 million for the three-month and six-month periods ended June 30, 2011 compared to the corresponding periods in the preceding year. The net spread on a match funded basis for this segment was 2.73% for the first six months of 2011 compared to 2.40% for the same period in the prior year. The average balance of loans for the six-month period ended June 30, 2011 was $3.1 billion compared with $5.1 billion for the corresponding period in the prior year. Fees and other income/(losses) were $4.3 million and $9.1 million for the three-month and six-month periods ended June 30, 2011 compared to $6.5 million and $13.0 million for the corresponding periods in the prior year. The provision for credit losses decreased $45.8 million and $22.4 million to $36.1 million and $117.2 million for the three months and six months ended June 30, 2011. General and administrative expenses totaled $9.1 million and $19.4 million for the three months and six months ended June 30, 2011, compared to $10.7 million and $19.9 million for the three months and six months ended June 30, 2010.

The Corporate segment net interest income increased $10.1 million and $15.3 million to $122.9 million and $241.0 million for the three-month and six-month periods ended June 30, 2011 compared to the corresponding periods in the preceding year. The net spread on a match funded basis for this segment was 1.77% for the first six months of 2011 compared to 1.71% for the same period in the prior year. The average balance of loans for the six months ended June 30, 2011 was $21.3 billion compared with $21.0 billion for the corresponding period in the prior year. The provision for credit losses increased $5.6 million to $64.8 million for the three months ended June 30, 2011 and decreased $34.4 million to $100.6 million for the six months ended June 30, 2011. General and administrative expenses (including allocated corporate and direct support costs) were $33.7 million and $69.0 million for the three months and six months ended June 30, 2011 compared with $33.3 million and $68.2 million for the corresponding periods in the prior year.

The Global Banking segment net interest income increased $10.5 million and $19.2 million to $15.2 million and $27.0 million for the three-month and six-month periods ended June 30, 2011 compared to the corresponding periods in the preceding year. The net spread on a match funded basis for this segment was 1.69% for the first six months of 2011 compared to 2.10% for the same period in the prior year. The average balance of loans for the six months ended June 30, 2011 was $2.3 billion compared with $505.4 million for the corresponding period in the prior year. General and administrative expenses (including allocated corporate and direct support costs) were $3.2 million and $6.6 million for the three months and six months ended June 30, 2011 compared with $3.6 million and $7.2 million for the corresponding periods in the prior year.

The SCUSA segment net interest income increased $134.2 million and $321.6 million to $535.5 million and $1.1 billion for the three-month and six-month periods ended June 30 2011, compared to the corresponding periods in the preceding year, due to increased earnings resulting from the 2010 acquisitions. The average balance of loans for the six months ended June 30, 2011 was $15.5 billion compared with $8.6 billion for the corresponding period in the prior year and the yield on the loan portfolio for the six month period ended June 30, 2011 was 16.48% compared to 20.91% for the corresponding period in the prior year. Average borrowings for the six-month period ended June 30, 2011 were $14.1 billion with an average cost of 2.72%, compared to $8.2 billion with an average cost of 3.50% in the preceding year. The provision for credit losses was $148.3 million and $270.0 million for the three months and six months ended June 30, 2011 compared to $241.4 million and $447.1 million for the three months and six months ended June 30, 2010. General and administrative expenses totaled $139.2 million and $284.0 million for the three months and six months ended June 30, 2011, compared to $81.5 million and $154.6 million for the three months and six months ended June 30, 2010. SCUSA continues to remain profitable due to aggressive pricing on its loan portfolio, favorable financing costs and adequate sources of liquidity which in a large part is attributable to its relationship with Santander. Additionally, SCUSA’s successful servicing and collection practices have enabled them to maximize cash collections on their portfolio. Future profitability levels will depend on controlling credit losses and continuing to be able to effectively price its portfolio. SCUSA’s business has also been favorably impacted by the fact that certain competitors have exited the subprime auto market.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income before income taxes for Other decreased $6.9 million and increased $31.3 million to $115.0 million and $230.0 million for the three months and six months ended June 30, 2011 compared to the corresponding periods in the preceding year. Net interest income decreased $10.1 million and increased $7.8 million to $56.2 million and $137.5 million for the three months and six months ended June 30, 2011 compared to the corresponding periods in the preceding year due primarily to borrowing yields increasing 7 basis points for the 3 months ended June 30, 2011 and decreasing 24 basis points for the six-month period ended June 30, 2011. Average borrowings for the six-month periods ended June 30, 2011 and 2010 were $17.6 billion and $20.0 billion, respectively, with an average cost of 4.27% and 4.51%.

Critical Accounting Policies

The Company’s significant accounting policies are described in Note 1 to the December 31, 2010 consolidated financial statements filed on 2010 Form 10-K. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. We have identified accounting for the allowance for loan losses, derivatives, income taxes and goodwill as our most critical accounting policies and estimates in that they are important to the portrayal of our financial condition and results, and they require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout this Management’s Discussion and Analysis and the December 31, 2010 Management’s Discussion and Analysis filed in our 2010 Form 10-K.

A discussion of the impact of new accounting standards issued by the FASB and other standard setters are included in Note 14 to the consolidated financial statements.

FINANCIAL CONDITION

Loan Portfolio

At June 30, 2011, commercial loans totaled $22.2 billion representing 33.6% of SHUSA’s loan portfolio, compared to $22.4 billion, or 34.4% of the loan portfolio, at December 31, 2010 and $28.8 billion, or 49.2% of the loan portfolio, at June 30, 2010. At June 30, 2011 and December 31, 2010, only 16% and 13%, respectively, of our total commercial portfolio was unsecured. The ability for SHUSA to originate commercial loans to credit worthy customers in recent quarters has been limited due to challenging economic conditions which has resulted in reduced loan demand as corporate borrowers are being more cautious about increasing their Company’s debt obligations.

At June 30, 2011, multi-family loans totaled $7.0 billion representing 10.6% of SHUSA’s loan portfolio, compared to $6.7 billion, or 10.4% of the loan portfolio, at December 31, 2010 and $5.4 billion or 9.2% of the loan portfolio at June 30, 2010. The increase in multi-family loans is due to the Company’s decision not to sell any multi-family loan production during 2010 in order to increase the percentage of our assets in this lower risk asset class.

The consumer loan portfolio secured by real estate (consisting of home equity loans and lines of credit of $6.9 billion and residential loans of $11.6 billion) totaled $18.5 billion at June 30, 2011, representing 28.0% of SHUSA’s loan portfolio, compared to $18.2 billion, or 27.9%, of the loan portfolio at December 31, 2010 and $17.9 billion or 30.6% of the loan portfolio at June 30, 2010. SHUSA entered into a credit default swap in 2006 on a portion of its residential real estate loan portfolio through a synthetic securitization structure. Under the terms of the credit default swap, SHUSA has fulfilled the first loss exposure of $5.2 million as the Protected Party to the transaction. The Company is reimbursed for the next $44.8 million of losses on the remaining loans in the structure, which totaled $1.6 billion at June 30, 2011. Losses above $44.8 million are the responsibility of SHUSA. This credit default swap term is equal to the term of the loan portfolio.

The consumer loan portfolio not secured by real estate (consisting of automobile loans of $15.8 billion and other consumer loans of $2.6 billion) totaled $18.4 billion at June 30, 2011, representing 27.8% of SHUSA’s loan portfolio, compared to $17.8 billion, or 27.4%, of the loan portfolio at December 31, 2010 and $11.8 billion or 20.2% of the loan portfolio at June 30, 2010. Excluding SCUSA, auto loans have declined to $1.4 billion at June 30, 2011 compared to $1.9 billion at December 31, 2010 and $2.6 billion at June 30, 2010 due to run-off in Sovereign Bank’s indirect auto loan portfolio. Sovereign Bank ceased originating all indirect auto loans as of January 2009.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Non-Performing Assets

At June 30, 2011, SHUSA’s non-performing assets decreased by $399.6 million to $2.5 billion compared to $2.9 billion at December 31, 2010. Non-performing assets as a percentage of total loans, real estate owned and repossessed assets decreased to 3.84% at June 30, 2011 from 4.51% at December 31, 2010.

SHUSA generally places all commercial and residential loans on non-performing status at 90 days delinquent or sooner if management believes the loan has become impaired (unless return to current status is expected imminently). A loan is considered to be impaired when, based upon current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan. An insignificant delay (e.g. less than ninety days) or insignificant shortfall in amount of payments does not necessarily result in the loan being identified as impaired. For the majority of auto loans, the accrual of interest is discontinued and reversed once an account becomes past due 60 days or more. For the rest of auto loans, the accrual of interest is discontinued and reversed once an account becomes past due 90 days or more. Auto loans are charged off when an account becomes 121 days delinquent if the company has not repossessed the related vehicle. The Company charges off accounts in repossession when the automobile is repossessed and legally available for disposition. All other consumer loans continue to accrue interest until they are 90 days delinquent, at which point they are either charged-off or placed on non-accrual status and anticipated losses are reserved for. At 180 days delinquent, anticipated losses on residential real estate loans are fully reserved for or charged off.

SHUSA reserve levels due to nonperforming asset levels and our allowance for credit losses as a percentage of total loans has increased to 3.89% at June 30, 2011 compared to 3.83% at December 31, 2010 and 3.94% at June 30, 2010. Although non-performing assets remain at elevated levels, we have seen improvements from December 31, 2010 levels in the six-month period ended June 30, 2011. Excluding loans that are classified as non-accrual, our loans past due have declined from $2.2 billion at year end to $1.7 billion at June 30, 2011.

The following table presents the composition of non-performing assets at the dates indicated:


	June 30,			December 31,
	2011			2010
Non-accrual loans:
Consumer:
Residential mortgages	$	570,625		$	602,027
Home equity loans and lines of credit		118,666			125,310
Auto loans and other consumer loans		478,850			592,650

Total consumer loans		1,168,141			1,319,987
Commercial		397,616			528,333
Commercial real estate		511,113			653,221
Multi-family		213,891			224,728

Total commercial loans		1,122,620			1,406,282

Total non-performing loans		2,290,761			2,726,269


Other real estate owned		197,013			143,149
Other repossessed assets		61,874			79,854


Total other real estate owned and other repossessed assets		258,887			223,003


Total non-performing assets	$	2,549,648		$	2,949,272


Past due 90 days or more as to interest or principal and accruing interest	$	—		$	169
Annualized net loan charge-offs to average loans		1.54	%		2.01	%
Non-performing assets as a percentage of total assets		2.75	%		3.29	%
Non-performing loans as a percentage of total loans		3.46	%		4.18	%
Non-performing assets as a percentage of total loans, real estate owned and repossessed assets		3.84	%		4.51	%
Allowance for credit losses as a percentage of total non-performing assets (1)		97.2	%		84.7	%
Allowance for credit losses as a percentage of total non-performing loans (1)		112.1	%		91.6	%


(1)		Allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments, which is included in other liabilities.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Loans ninety (90) days or more past due and still accruing interest decreased by $0.2 million from December 31, 2010 to June 30, 2011. Potential problem loans (commercial loans delinquent more than 30 days but less than 90 days, although not currently classified as non-performing loans) amounted to approximately $96.5 million and $268.4 million at June 30, 2011 and December 31, 2010, respectively.

In response to higher levels of other real estate owned, SHUSA has updated and enhanced existing policies and governance, and streamlined and enhanced procedures to manage reporting and sales.

Troubled Debt Restructurings

Troubled debt restructurings (“TDRs”) are loans that have been modified whereby SHUSA has agreed to make certain concessions to the customer (reduction of interest rate, extension of term or forgiveness of a portion of the loan) to maximize the ultimate recovery of a loan. TDRs remain in non-accrual status until SHUSA believes repayment under the revised terms are reasonably assured and a sustained period of repayment performance was achieved (typically defined as six months for a monthly amortizing loan). Loan restructurings generally occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term. Consequently, a modification that would otherwise not be considered is granted to the borrower.

The following table summarizes TDRs at the dates indicated:


	June 30,		December 31,
	2011		2010
Accruing:
Commercial	$	80,892	$	35,629
Residential		305,609		220,382
Consumer		152,322		200,033

Subtotal accruing	$	538,823	$	456,044

Non-accruing:
Commercial	$	64,263	$	68,517
Residential		149,876		131,807
Consumer		39,213		44,790

Subtotal non-accruing	$	253.352	$	245,114

Total	$	792,175	$	701,158

Allowance for Credit Losses

The following table presents the allocation of the allowance for loan losses and the percentage of each loan type to total loans at the dates indicated:


	June 30, 2011					December 31, 2010
			% of					% of
			Loans to					Loans to
			Total					Total
	Amount		Loans			Amount		Loans
Allocated allowance:
Commercial loans	$	846,060		44	%	$	905,786		45	%
Consumer loans		1,348,101		56			1,275,982		55
Unallocated allowance		32,812		n/a			15,682		n/a


Total allowance for loan losses	$	2,226,973		100	%	$	2,197,450		100	%
Reserve for unfunded lending commitments		340,843					300,621


Total allowance for credit losses	$	2,567,816				$	2,498,071

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The allowance for loan losses and reserve for unfunded lending commitments are maintained at levels that management considers adequate to provide for losses based upon an evaluation of known and inherent risks in the loan portfolio. Management’s evaluation takes into consideration the risks inherent in the loan portfolio, past loan loss experience, specific loans with loss potential, geographic and industry concentrations, delinquency trends, economic conditions, the level of originations and other relevant factors. While management uses the best information available to make such evaluations, future adjustments to the allowance for credit losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations.

The allowance for loan losses consists of two elements: (i) an allocated allowance, which is comprised of allowances established on specific loans, and allowances for each loan category based on historical loan loss experience adjusted for current trends and adjusted for both general economic conditions and other risk factors in the Company’s loan portfolios, and (ii) an unallocated allowance to account for a level of imprecision in management’s estimation process.

Management regularly monitors the condition of the portfolio, considering factors such as historical loss experience, trends in delinquency and nonperforming loans, changes in risk composition and underwriting standards, experience and ability of staff and regional and national economic conditions and trends.

For our commercial loan portfolios excluding small business loans (businesses with sales of up to $3 million), we have specialized credit officers, a monitoring unit and workout units that identify and manage potential problem loans. Changes in management factors, financial and operating performance, company behavior, industry factors and external events and circumstances are evaluated on an ongoing basis to determine whether potential impairment is evident and additional analysis is needed. For our commercial loan portfolios, risk ratings are assigned to each individual loan to differentiate risk within the portfolio and are reviewed on an ongoing basis by credit risk management and revised, if needed, to reflect the borrowers’ current risk profiles and the related collateral positions. The risk ratings consider factors such as financial condition, debt capacity and coverage ratios, market presence and quality of management. Workout officers reassess the most adversely rated borrowers on a quarterly basis, and credit officers review all other borrowers on a regular basis no less often than once per year. SHUSA’s Internal Asset Review group regularly performs loan reviews and assesses the appropriateness of assigned risk ratings. When a credit’s risk rating is downgraded to a certain level, the relationship must be reviewed more frequently and detailed reports completed that document risk management strategies for the credit going forward. When credits are downgraded beyond a certain level, SHUSA’s workout department becomes responsible for managing the credit risk.

Risk rating actions are generally reviewed formally by one or more Credit Committees depending on the size of the loan and the type of risk rating action being taken.

Our consumer loans and small business loans are monitored for credit risk and deterioration with statistical tools considering factors such as delinquency, loan to value, and credit scores. We evaluate our consumer portfolios throughout their life cycle on a portfolio basis.

When problem loans are identified that are secured with collateral, management examines the loan files to evaluate the nature and type of collateral supporting the loans. Management documents the collateral type, date of the most recent valuation, and whether any liens exist, to determine the value to compare against the committed loan amount.

If a loan is identified as impaired and is collateral dependent, an initial appraisal is obtained to provide a baseline in determining the property’s fair market value. The frequency of appraisals depends on the type of collateral being appraised. If the collateral value is subject to significant volatility (due to location of asset, obsolescence, etc.) an appraisal is obtained more frequently. At a minimum, updated appraisals are obtained within a 12 month period, if the loan remains outstanding for that period of time.

When we determine that the value of an impaired loan is less than its carrying amount, we recognize impairment through a provision estimate or a charge-off to the allowance. We perform these assessments on at least a quarterly basis. For commercial loans, a charge-off is recorded when management determines we will not collect 100% of a loan based on the fair value of the collateral, less costs to sell the property, or the net present value of expected future cash flows. Charge-offs are recorded on a quarterly basis and partial charged-off loans continue to be evaluated on a quarterly basis and additional charge-offs or loan loss provisions may be taken on the remaining loan balance utilizing the same criteria.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Consumer loans and any portion of a consumer loan secured by real estate and mortgage loans not adequately secured are generally charged-off when deemed to be uncollectible or delinquent 180 days or more (120 days for closed-end consumer loans not secured by real estate), whichever comes first, unless it can be clearly demonstrated that repayment will occur regardless of the delinquency status. Examples that would demonstrate repayment include; a loan that is secured by adequate collateral and is in the process of collection; a loan supported by a valid guarantee or insurance; or a loan supported by a valid claim against a solvent estate.

As of June 30, 2011, approximately 13% and 12% of our residential mortgage loan portfolio and home equity loan portfolio had loan-to-value ratios above 100% compared with approximately 19% and 18%, respectively, at December 31, 2010. No loans were originated with LTVs in excess of 100%.

For both residential and home equity loans, loss severity assumptions are incorporated into the loan loss reserve models to estimate loan balances that will ultimately charge-off. These assumptions are based on recent loss experience for six loan-to-value bands within the portfolios. Current loan-to-value ratios are updated based on movements in the state level Federal Housing Finance Agency House Pricing Indexes.

For nonperforming loans, current loan-to-value ratios are generated by obtaining broker price opinions which are refreshed every six months. Values obtained are used to estimate ultimate losses.

For Home Equity Lines of Credit (HELOC), if the value of the property decreases by greater than 50% of the homes equity from the time the HELOC was issued, the bank will review the line of credit and the borrower’s full relationship with the Bank to determine if it is appropriate to close the line to mitigate the risk associated with further collateral devaluation.

Additionally, the Company reserves for certain inherent, but undetected, losses that are probable within the loan portfolio. This is due to several factors, such as, but not limited to, inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions and the interpretation of economic trends. While this analysis is conducted at least quarterly, the Company has the ability to revise the allowance factors whenever necessary in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan pool classification.

Regardless of the extent of the Company’s analysis of customer performance, portfolio evaluations, trends or risk management processes established, a level of imprecision will always exist due to the judgmental nature of loan portfolio and/or individual loan evaluations. The Company maintains an unallocated allowance to recognize the existence of these exposures.

In addition to the allowance for loan losses, we also estimate probable losses related to unfunded lending commitments. Unfunded lending commitments are subject to individual reviews, and are analyzed and segregated by risk according to the Corporation’s internal risk rating scale. These risk classifications, in conjunction with an analysis of historical loss experience, current economic conditions and performance trends within specific portfolio segments, and any other pertinent information result in the estimation of the reserve for unfunded lending commitments. Additions to the reserve for unfunded lending commitments are made by charges to the provision for credit losses.

These risk factors are continuously reviewed and revised by management where conditions indicate that the estimates initially applied are different from actual results. A comprehensive analysis of the allowance for loan losses and reserve for unfunded lending commitments is performed by the Company on a quarterly basis. In addition, a review of allowance levels based on nationally published statistics is conducted quarterly.

The factors supporting the allowance for loan losses and the reserve for unfunded lending commitments do not diminish the fact that the entire allowance for loan losses and the reserve for unfunded lending commitments are available to absorb losses in the loan portfolio and related commitment portfolio, respectively. The Company’s principal focus, therefore, is on the adequacy of the total allowance for loan losses and reserve for unfunded lending commitments.

The allowance for loan losses and the reserve for unfunded lending commitments are subject to review by banking regulators. The Company’s primary bank regulators regularly conduct examinations of the allowance for loan losses and reserve for unfunded lending commitments and make assessments regarding their adequacy and the methodology employed in their determination.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

As mentioned previously, SHUSA, through its SCUSA subsidiary, acquires loans at a substantial discount from certain companies. Part of this discount is attributable in part to future expected credit losses. Upon acquisition of a portfolio of loans, SCUSA will project future credit losses on the pool and will not amortize this discount to interest income in accordance with Accounting Standard Codification 310-30. The amount of nonaccretable loan discount at June 30, 2011 totaled $766.1 million compared to $966.5 million at December 31, 2010. The reason for the decrease is due primarily to charge-offs during the six months ended June 30, 2011.

Commercial Portfolio. The portion of the allowance for loan losses related to the commercial portfolio decreased from $905.8 million at December 31, 2010 (3.11% of commercial loans) to $846.1 million at June 30, 2011 (2.89% of commercial loans).

Consumer Portfolio. The allowance for the consumer loans was $1.3 billion at June 30, 2011 and December 31, 2010. The allowance as a percentage of consumer loans was 3.66% at June 30, 2011 and 3.54% at December 31, 2010. This increase is due primarily to SCUSA loan acquisitions during 2010.

Unallocated Allowance. The unallocated allowance for loan losses was $32.8 million at June 30, 2011 and $15.7 million at December 31, 2010. Management continuously evaluates its allowance methodology; however the unallocated allowance is subject to changes each reporting period due to certain inherent but undetected losses; which are probable of being realized within the loan portfolio.

Reserve for unfunded lending commitments. The reserve for unfunded lending commitments has increased from $300.6 million at December 31, 2010 to $340.8 million at June 30, 2011.

Investment Securities

Investment securities consist primarily of mortgage-backed securities, tax-free municipal securities, U.S. Treasury and government agency securities, corporate debt securities, asset backed securities and stock in the Federal Home Loan Bank of Pittsburgh (“FHLB”). Mortgage-backed securities consist of pass-throughs and collateralized mortgage obligations issued by federal agencies or private label issuers. SHUSA’s mortgage-backed securities are generally either guaranteed as to principal and interest by the issuer or have ratings of “AAA” by Standard and Poor’s and Moody’s at the date of issuance. The Company purchases classes which are senior positions backed by subordinate classes. The subordinate classes absorb the losses and must be completely eliminated before any losses flow through the senior positions. The average life of the available-for-sale investment portfolio at June 30, 2011 was 5.53 years compared to 6.06 years at December 31, 2010.

Total investment securities available-for-sale decreased to $13.3 billion at June 30, 2011, compared to $13.4 billion at December 31, 2010. For additional information with respect to SHUSA’s investment securities, see Note 2 in the Notes to Consolidated Financial Statements.

Other investments, which consists of FHLB stock and repurchase agreements, remained stable at $0.6 billion at June 30, 2011 and December 31, 2010.

Goodwill and Other Intangible Assets

Goodwill was $4.1 billion at June 30, 2011 and December 31, 2010. Other intangibles decreased by $16.0 million at June 30, 2011 compared to December 31, 2010 due to year-to-date amortization expense of $29.9 million, partially offset by a new PCCR intangible asset acquired during the second quarter of 2011 as part of the credit card acquisition in the amount of 13.9 million.

Goodwill and other indefinite lived intangible assets are not amortized on a recurring basis, but rather are subject to periodic impairment testing. This testing is required annually, or more frequently if events or circumstances indicate there may be impairment. Impairment testing is performed at the reporting unit level, and not on an individual acquisition basis and is a two-step process. The first step is to compare the fair value of the reporting unit to its carrying value (including its allocated goodwill). If the fair value of the reporting unit is in excess of its carrying value then no impairment charge is recorded. If the carrying value of a reporting unit is in excess of its fair value then a second step needs to be performed. The second step entails calculating the implied fair value of goodwill as if a reporting unit is purchased at its step 1 fair value. This is determined in the same manner as goodwill in a business combination. If the implied fair value of goodwill is in excess of the reporting units allocated goodwill amount then no impairment charge is required. We evaluated our goodwill at December 31, 2010 and determined that it was not impaired. No impairment indicators have been noted since December 31, 2010 and as such, an impairment test has been performed since then. The Company will perform its annual goodwill impairment test at December 31, 2011.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Deposits and Other Customer Accounts

SHUSA attracts deposits within its primary market area with an offering of deposit instruments including demand accounts, NOW accounts, money market accounts, savings accounts, certificates of deposit and retirement savings plans. Total deposits and other customer accounts at June 30, 2011 were $47.3 billion compared to $42.7 billion at December 31, 2010.

Borrowings and Other Debt Obligations

SHUSA utilizes borrowings and other debt obligations as a source of funds for its asset growth and its asset/liability management. Collateralized advances are available from the FHLB provided certain standards related to creditworthiness have been met. Funding is also available from the Federal Reserve discount window through the pledging of certain assets. SHUSA also utilizes reverse repurchase agreements, which are short-term obligations collateralized by securities fully guaranteed as to principal and interest by the U.S. Government or an agency thereof, and federal funds lines with other financial institutions. The Company, through its SCUSA subsidiary, has warehouse lines of credit agreements with Santander, our Parent, as well as other financial institutions. SCUSA also securitizes some of its retail automotive installment contracts which are structured as secured financings. These transactions are paid using the cash flows from the underlying retail automotive installment contracts which serve as collateral. During 2010, SHUSA has initiated a holding company level commercial paper issuance program, which is backed by committed lines from Santander, to take advantage of attractive yields given the market appetite for top tier issuers of money market solutions. As of June 30, 2011 there was $404.9 million of outstanding commercial paper with an effective rate of 0.65%. Total borrowings at June 30, 2011 and December 31, 2010 were $31.5 billion and $33.6 billion, respectively. The reason for this increase is due to loan growth at SCUSA (via a portfolio acquisition) which was funded with borrowings. See Note 6 for further discussion and details on our borrowings and other debt obligations.

Off Balance Sheet Arrangements

Securitization transactions contribute to SHUSA’s overall funding and regulatory capital management. These transactions involve periodic transfers of loans or other financial assets to special purpose entities (“SPE’s”). The vast majority of SHUSA’s SPE’s are consolidated on the Company’s balance sheet at June 30, 2011. The balance of loans in unconsolidated SPE’s totaled $58.4 million at June 30, 2011.

SHUSA enters into partnerships, which are variable interest entities, with real estate developers for the construction and development of low-income housing. The partnerships are structured with the real estate developer as the general partner and SHUSA as the limited partner. SHUSA is not the primary beneficiary of these variable interest entities. The Company’s risk of loss is limited to its investment in the partnerships, which totaled $106.3 million at June 30, 2011 and any future cash obligations that SHUSA has committed to the partnerships. Future cash obligations related to these partnerships totaled $1.0 million at June 30, 2011. SHUSA investments in these partnerships are accounted for under the equity method.

Bank Regulatory Capital

The Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”) requires institutions regulated by our primary regulator to have a minimum tangible capital ratio equal to 1.5% of tangible assets, and a minimum core or leverage ratio equal to 4% of tangible assets, and a risk-based capital ratio equal to 8% as defined. The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires regulated institutions to have minimum tangible capital equal to 2% of total tangible assets.

The FDICIA established five capital tiers: well-capitalized, adequately-capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. A depository institution’s capital tier depends upon its capital levels in relation to various relevant capital measures, which include leverage and risk-based capital measures and certain other factors. Depository institutions that are not classified as well-capitalized or adequately-capitalized are subject to various restrictions regarding capital distributions, payment of management fees, acceptance of brokered deposits and other operating activities. At June 30, 2011 and December 31, 2010, Sovereign Bank had met all quantitative thresholds necessary to be classified as well-capitalized under regulatory guidelines.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Federal banking laws, regulations and policies also limit Sovereign Bank’s ability to pay dividends and make other distributions to SHUSA. Sovereign Bank is required to give prior notice to its primary regulator before paying any dividend. In addition, Sovereign Bank must obtain prior regulatory approval to declare a dividend or make any other capital distribution if, after such dividend or distribution, Sovereign Bank’s total distributions to SHUSA within that calendar year would exceed 100% of its net income during the year plus retained net income for the prior two years, or if Sovereign Bank is not adequately capitalized at the time. In addition, prior approval would be required if Sovereign Bank’s examination or CRA ratings fall below certain levels or Sovereign Bank is notified by its regulator that it is a problem association or an association in troubled condition. During the three years following the period-ended September 30, 2010, Sovereign Bank must obtain the written non-objection of our primary regulator to declare a dividend or make any other capital distribution.

The following schedule summarizes the actual capital balances of Sovereign Bank at June 30, 2011 and December 31, 2010:


	TIER 1			TIER 1			TOTAL
	LEVERAGE			RISK-BASED			RISK-BASED
	CAPITAL			CAPITAL			CAPITAL
REGULATORY CAPITAL	RATIO			RATIO			RATIO
Sovereign Bank at June 30, 2011:
Regulatory capital	$	8,060,230		$	7,984,897		$	9,293,097
Minimum capital requirement (1)		2,883,558			2,270,120			4,540,241


Excess	$	5,176,672		$	5,714,777		$	4,752,856


Sovereign Bank capital ratio		11.18	%		14.07	%		16.37	%

Sovereign Bank at December 31, 2010:
Regulatory capital	$	7,736,164		$	7,680,472		$	9,092,918
Minimum capital requirement (1)		2,707,475			2,283,372			4,566,745


Excess	$	5,028,689		$	5,397,100		$	4,526,173


Sovereign Bank capital ratio		11.43	%		13.45	%		15.93	%


(1)		Minimum capital requirement as defined by our primary regulator

Liquidity and Capital Resources

Liquidity represents the ability of SHUSA to obtain cost effective funding to meet the needs of customers, as well as SHUSA’s financial obligations. Factors that impact the liquidity position of SHUSA include loan origination volumes, loan prepayment rates, maturity structure of existing loans, core deposit growth levels, certificate of deposit maturity structure and retention, SHUSA’s credit ratings, investment portfolio cash flows, maturity structure of wholesale funding, etc. These risks are monitored and centrally managed. This process includes reviewing all available wholesale liquidity sources. As of June 30, 2011, SHUSA had $13.6 billion in unused available overnight liquidity in the form of unused federal funds purchased lines, unused FHLB borrowing capacity, unused borrowing lines with the Federal Reserve Bank and unencumbered investment portfolio securities. SHUSA also forecasts future liquidity needs and develops strategies to ensure adequate liquidity is available at all times.

Sovereign Bank has several sources of funding to meet its liquidity requirements, including the liquid investment securities portfolio, the core deposit base, the ability to acquire large deposits, FHLB borrowings, Federal Reserve borrowings, wholesale deposit purchases, federal funds purchased and reverse repurchase agreements.

SHUSA has the following major sources of funding to meet its liquidity requirements: dividends and returns of investment from its subsidiaries, short-term investments held by nonbank affiliates and access to the capital markets. Additionally, the Company has the ability to raise funds via our Parent Company and certain subsidiaries of our Parent Company.

As of June 30, 2011, SHUSA had over $23.5 billion in committed liquidity from the FHLB and the Federal Reserve Bank. Of this amount, $13.6 billion is unused and therefore provides additional borrowing capacity and liquidity for the Company. The Company also has available liquidity from unencumbered securities and other market sources of $12.5 billion, as well as cash deposits at June 30, 2011 of $4.1 billion. We believe that we have ample liquidity to fund our operations.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

SHUSA’s investment portfolio contains certain non-agency mortgage backed securities which are not actively traded. In certain instances, SHUSA is the sole investor of the issued security. The Company evaluates prices from a third party pricing service, third party broker quotes for certain securities and from another independent third party valuation source to determine their estimated fair value. Our fair value estimates assume liquidation in an orderly market and not under distressed circumstances. If the Company was required to sell these securities in an unorderly fashion, actual proceeds received could potentially be significantly less than their estimated fair values.

Net cash provided by operating activities was $1.4 billion for 2011. Net cash used by investing activities for 2011 was $1.3 billion and due primarily to the purchases of $5.0 billion of investments and $2.1 billion of loans, offset by $5.8 billion of investment sales, maturities and repayments. Net cash provided by financing activities for 2011 was $2.3 billion, which consisted primarily of a $4.6 billion increase in deposits and $10.3 billion of proceeds from debt offset by repayments of debt of $12.5 billion. See the Consolidated Statement of Cash Flows for further details on our sources and uses of cash.

As of June 30, 2010 SHUSA had $465.2 million of restricted cash primarily related to SCUSA securitization transactions and lockbox collections. Excess cash flows generated by the securitization trusts are added to restricted cash, creating additional over-collateralization until the contractual securitization requirement has been reached. Once the targeted reserve requirement is satisfied, additional excess cash flows generated by the Trusts are released to SCUSA as distributions from the Trusts. Lockbox collections are added to restricted cash and released when transferred to the appropriate warehouse line of credit or Trust.

SHUSA’s debt agreements impose customary limitations on dividends, other payments and transactions.

On July 15, 2010, SHUSA entered into a commercial paper program under which SHUSA may issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate amount outstanding at any time of $2 billion. The proceeds of the commercial paper issuances will be used for general corporate purposes. Amounts available under the program may be reborrowed.

Contractual Obligations and Commitments

SHUSA enters into contractual obligations in the normal course of business as a source of funds for its asset growth and its asset/liability management, to fund acquisitions, and to meet required capital needs. These obligations require the Company to make cash payments over time as detailed in the table below.


	Payments Due by Period
			Less than		Over 1 yr		Over 3 yrs		Over
	Total		1 year		to 3 yrs		to 5 yrs		5 yrs
FHLB advances (1)	$	11,428,634	$	1,063,891	$	2,510,078	$	5,818,332	$	2,036,333
Commercial Paper		405,418		405,418		—		—		—
Fed Funds (1)		1,887,006		1,887,006		—		—		—
Other debt obligations (1) (2)		19,244,465		7,322,915		3,819,167		3,270,039		4,832,344
Junior subordinated debentures due to Capital Trust entities (1) (2)		2,173,764		212,692		114,403		381,463		1,465,206
Certificates of deposit (1)		11,134,293		7,303,886		2,297,442		1,522,753		10,212
Investment partnership commitments (3)		996		903		26		26		41
Operating leases		716,678		109,320		185,150		147,994		274,214


Total contractual cash obligations	$	46,991,254	$	18,306,031	$	8,926,266	$	11,140,607	$	8,618,350


(1)		Includes interest on both fixed and variable rate obligations. The interest associated with variable rate obligations is based upon interest rates in effect at June 30, 2011. The contractual amounts to be paid on variable rate obligations are affected by changes in market interest rates. Future changes in market interest rates could materially affect the contractual amounts to be paid.

(2)		Includes all carrying value adjustments, such as unamortized premiums or discounts and hedge basis adjustments.

(3)		The commitments to fund investment partnerships represent future cash outlays for the construction and development of properties for low-income housing, and historic tax credit projects. The timing and amounts of these commitments are projected based upon the financing arrangements provided in each project’s partnership or operating agreement, and could change due to variances in the construction schedule, project revisions, or the cancellation of the project.

Excluded from the above table are deposits of $36.4 billion that are due on demand by customers. Additionally, $113.0 million of tax liabilities associated with unrecognized tax benefits under FIN 48 have been excluded due to the high degree of uncertainty regarding the timing of future cash outflows associated with such obligations.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

SHUSA is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, loans sold with recourse, forward contracts and interest rate swaps, caps and floors. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of these financial instruments reflect the extent of involvement SHUSA has in particular classes of financial instruments. Commitments to extend credit, including standby letters of credit, do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.

SHUSA’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. SHUSA uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. For interest rate swaps, caps and floors and forward contracts, the contract or notional amounts do not represent exposure to credit loss. SHUSA controls the credit risk of its interest rate swaps, caps and floors and forward contracts through credit approvals, limits and monitoring procedures.

Amount of Commitment Expiration per Period:


	Total
	Amounts		Less than		Over 1 yr		Over 3 yrs
Other Commitments	Committed		1 year		to 3 yrs		to 5 yrs		Over 5 yrs
Commitments to extend credit	$	15,733,631	$	5,016,752	$	2,734,245	$	2,714,974	$	5,267,660
Standby letters of credit		2,929,345		1,370,935		1,152,561		254,727		151,122
Loans sold with recourse		252,196		11,522		69,320		49,313		122,041
Forward buy commitments		524,233		470,785		53,448		—		—


Total commitments	$	19,439,405	$	6,869,994	$	4,009,574	$	3,019,014	$	5,540,823

SHUSA’s standby letters of credit meet the definition of a guarantee under the guarantees topic of the FASB Accounting Standards Codification. These transactions are conditional commitments issued by SHUSA to guarantee the performance of a customer to a third party. The guarantees are primarily issued to support public and private borrowing arrangements. The weighted average term of these commitments is 1.6 years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In the event of a draw by the beneficiary that complies with the terms of the letter of credit, the Company would be required to honor the commitment. SHUSA has various forms of collateral, such as real estate assets and customer business assets. The maximum undiscounted exposure related to these commitments at June 30, 2011 was $2.9 billion, and the approximate value of the underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $2.4 billion. The fees related to standby letters of credit are deferred and amortized over the life of the commitment. These fees are immaterial to SHUSA’s financial statements at June 30, 2011. We believe that the utilization rate of these standby letters of credit will continue to be substantially less than the amount of these commitments, as has been our experience to date.

Asset and Liability Management

Interest rate risk arises primarily through SHUSA’s traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in market interest rates and consumer preferences, affect the spread between interest earned on assets and interest paid on liabilities. Interest rate risk is managed centrally by our risk management group with oversight by the Asset and Liability Committee. In managing its interest rate risk, the Company seeks to minimize the variability of net interest income across various likely scenarios while at the same time maximizing its net interest income and net interest margin. To achieve these objectives, the treasury group works closely with each business line in the Company and guides new business. The treasury group also uses various other tools to manage interest rate risk including wholesale funding maturity targeting, investment portfolio purchase strategies, asset securitization/sale and financial derivatives.

Interest rate risk focuses on managing four elements of risk associated with interest rates: basis risk, repricing risk, yield curve risk and option risk. Basis risk stems from rate index timing differences with rate changes, such as differences in the extent of changes in fed funds compared with three month LIBOR. Repricing risk stems from the different timing of contractual repricing such as, one month versus three month reset dates. Yield curve risk stems from the impact on earnings and market value due to different shapes and levels of yield curves. Optionality risk stems from prepayment or early withdrawal risk embedded in various products. These four elements of risk are analyzed through a combination of net interest income simulations, shocks to the net interest income simulations, scenarios and market value analysis and the subsequent results are reviewed by management. Numerous assumptions are made to produce these analyses including, but not limited to, assumptions on new business volumes, loan and investment prepayment rates, deposit flows, interest rate curves, economic conditions and competitor pricing.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES
(Dollars in thousands)


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company simulates the impact of changing interest rates on its expected future interest income and interest expense (net interest income sensitivity). This simulation is run monthly and it includes various scenarios that help management understand the potential risks in net interest income sensitivity. These scenarios include both parallel and non-parallel rate shocks as well as other scenarios that are consistent with quantifying the four elements of risk. This information is then used to develop proactive strategies to ensure that SHUSA’s risk position remains close to neutral so that future earnings are not significantly adversely affected by future interest rates.

The table below discloses the estimated sensitivity to SHUSA’s net interest income based on interest rate changes:


	The following estimated percentage
If interest rates changed in parallel by the	increase/(decrease) to
amounts below at June 30, 2011	net interest income would result
Up 100 basis points		2.27	%
Up 200 basis points		4.27	%
Down 100 basis points		(1.53	)%

Because the assumptions used are inherently uncertain, SHUSA cannot precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, the difference between actual experience and the assumed volume and characteristics of new business and behavior of existing positions, and changes in market conditions and management strategies, among other factors.

SHUSA also focuses on calculating the market value of equity (“MVE”). This analysis is very useful as it measures the present value of all estimated future interest income and interest expense cash flows of the Company over the estimated remaining life of the balance sheet. MVE is calculated as the difference between the market value of assets and liabilities. The MVE calculation utilizes only the current balance sheet and therefore does not factor in any future changes in balance sheet size, balance sheet mix, yield curve relationships and product spreads which may mitigate the impact of any interest rate changes.

Management then looks at the effect of interest rate changes on MVE. The sensitivity of MVE to changes in interest rates is a measure of longer-term interest rate risk and also highlights the potential capital at risk due to adverse changes in market interest rates. The following table discloses the estimated sensitivity to SHUSA’s MVE at June 30, 2011 and December 31, 2010:


	The following estimated percentage
	increase/(decrease) to MVE would result
If interest rates changed in parallel by	June 30, 2011			December 31, 2010
Base	$	8,070,303		$	6,910,151
Up 200 basis points		(5.66	)%		(8.43	)%
Up 100 basis points		(2.26	)%		(3.86	)%

Neither the net interest income sensitivity analysis nor the MVE analysis contemplate changes in credit risk of our loan and investment portfolio from changes in interest rates. The amounts above are the estimated impact due solely to a parallel change in interest rates.

Pursuant to its interest rate risk management strategy, SHUSA enters into derivative relationships such as interest rate exchange agreements (swaps, caps, and floors) and forward sale or purchase commitments. SHUSA’s objective in managing its interest rate risk is to provide sustainable levels of net interest income while limiting the impact that changes in interest rates have on net interest income.

As part of its overall business strategy, SHUSA originates fixed rate residential mortgages. It sells a portion of this production to FHLMC, FNMA, and private investors. The loans are exchanged for cash or marketable fixed rate mortgage-backed securities which are generally sold. This helps insulate the Company from the interest rate risk associated with these fixed rate assets. SHUSA uses forward sales, cash sales and options on mortgage-backed securities as a means of hedging against changes in interest rate on the mortgages that are originated for sale and on interest rate lock commitments.


Item 3.		Quantitative and Qualitative Disclosures about Market Risk

Incorporated by reference from Part I, Item 2. “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Asset and Liability Management” hereof.


Item 4.		Controls and Procedures

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2011. Based on this evaluation, our principal executive officer and our principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2011 to ensure that information required to be disclosed by the Company in reports the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

During the second quarter of 2011, the Company implemented a new General Ledger system which will provide a flexible architecture to interface with Santander’s global systems. The implementation of this new system was determined to have a material impact to the Company’s internal control over financial reporting.

Other than the changes mentioned above, no other changes in the Company’s internal control over financial reporting occurred during the second quarter of 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Item 6 — Exhibits

(a) Exhibits


(3.1	)	Amended and Restated Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to Santander Holdings USA, Inc.’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 Santander Holdings USA, Inc.’s Current Report on Form 8-K filed February 5, 2010).

(3.3	)	Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.2 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed June 21, 2011).

(3.4	)	Certificate of Designations for the Series D Preferred Stock (Incorporated by reference to Exhibit 3.1 of Santander Holdings USA, Inc.’s Current Report on Form 8-K filed on March 27, 2009).

(3.5	)	Amended and Restated Bylaws of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 of Santander Holdings USA, Inc.’s Current Report on Form 8-K filed June 21, 2011).

(4.1	)	In accordance with Regulation S-K Item No. 601(b)(4)(iii), Santander Holdings USA, Inc. is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. Santander Holdings USA, Inc. agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

(31.1	)	Chief Executive Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2	)	Chief Financial Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(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.

SANTANDER HOLDINGS USA, INC. AND SUBSIDIARIES

EXHIBITS INDEX


(3.1	)	Amended and Restated Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 to Santander Holdings USA, Inc. 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 Santander Holdings USA, Inc. Current Report on Form 8-K filed February 5, 2010).

(3.3	)	Articles of Amendment to the Articles of Incorporation of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.2 to Santander Holdings USA, Inc.’s Current Report on Form 8-K filed June 21, 2011).

(3.4	)	Certificate of Designations for the Series D Preferred Stock (Incorporated by reference to Exhibit 3.1 of Santander Holdings USA, Inc. Current Report on Form 8-K filed on March 27, 2009).

(3.5	)	Amended and Restated Bylaws of Santander Holdings USA, Inc. (Incorporated by reference to Exhibit 3.1 of Santander Holdings USA, Inc.’s Current Report on Form 8-K filed June 21, 2011).

(4.1	)	In accordance with Regulation S-K Item No. 601(b)(4)(iii), Santander Holdings USA, Inc. is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. Santander Holdings USA, Inc. agrees to furnish a copy of any such instrument to the Securities and Exchange Commission upon request.

(31.1	)	Chief Executive Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(31.2	)	Chief Financial Officer certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(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.


	Page

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets at June 30, 2011 and December 31, 2010		4

Consolidated Statements of Operations for the three-month and six-month periods ended June 30, 2011 and 2010		5-6

Consolidated Statement of Stockholder’s Equity for the six-month period ended June 30, 2011		7

Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2011 and 2010		8-9

Notes to Consolidated Financial Statements		10-51

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		52-76

Item 3. Quantitative and Qualitative Disclosures About Market Risk		77

Item 4. Controls and Procedures		77

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		78

Item 1A. Risk Factors		78

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		78

Item 6. Exhibits		79

SIGNATURES		80

EXHIBITS INDEX		81

Ex-31.1 Certification
Ex-31.2 Certification
Ex-32.1 Certification
Ex-32.2 Certification
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


	Three-Month Period				Six-Month Period
	Ended June 30,				Ended June 30,
	2011		2010		2011		2010
	(in thousands)
OTHER EXPENSES:
Amortization of intangibles	$	16,103	$	16,673	$	29,903	$	33,446
Deposit insurance premiums		24,138		23,460		47,728		47,302
Equity method investments		3,284		5,903		6,068		14,053
Loss on debt extinguishment		6,060		2,251		6,142		3,368


TOTAL OTHER EXPENSES		49,585		48,287		89,841		98,169


INCOME BEFORE INCOME TAXES		424,470		210,173		918,247		345,014
Income tax provision		145,419		66,130		322,133		107,810


NET INCOME	$	279,051	$	144,043	$	596,114	$	237,204


Less:
Net income attributable to noncontrolling interest		18,488		7,397		39,047		13,040

Net income attributable to SHUSA	$	260,563	$	136,646	$	557,067	$	224,164


	Contract
	Termination			Severance			Total
Reserve balance at December 31, 2009	$	27,805		$	46,900		$	74,705
Payments		(7,161	)		(19,746	)		(26,907	)

Reserve balance at June 30, 2010	$	20,644		$	27,154		$	47,798


Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds.


		SANTANDER HOLDINGS USA, INC.
		(Registrant)

Date: August 11, 2011		/s/ Jorge Morán Jorge Morán
		President and Chief Executive Officer
		(Authorized Officer)

Date: August 11, 2011		/s/ Guillermo Sabater Guillermo Sabater
		Chief Financial Officer and Executive Vice President
		(Principal Financial Officer)