UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 16, 2016
Santander Holdings USA, Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | | 1-16581 | | 23-2453088 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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75 State Street Boston, Massachusetts | | 02109 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (617) 346-7200
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| N/A |
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
In connection with preparing the financial statements of Santander Holdings USA, Inc. (the “Company”) for the fiscal year ended December 31, 2015, which will be included in the Company’s Annual Report on Form 10-K for 2015 (the “Form 10-K”) and FR Y-9C that the Company will file today with the Federal Reserve Bank, the Company is updating its goodwill assessment performed at October 1, 2015 with respect to its $5.5 billion of goodwill associated with its ownership interest in Santander Consumer USA Holdings Inc. (“SC”) as a result of the decline in the price of SC’s shares from October 1, 2015 to December 31, 2015. If the Company concludes a non-cash impairment charge is required, it will be disclosed in the Form 10-K and reflected in the financial statements included therein. If such an impairment charge, which could be material, is required, it would not impact risk-based capital ratios adversely, as goodwill is excluded in calculating such ratios.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: February 16, 2016 | SANTANDER HOLDINGS USA, INC.
By: /s/ Gerald P. Plush Name: Gerald P. Plush Title: Chief Financial Officer and Senior Executive Vice President |
