Company Snapshot: SOV  Print This Story  Email This Story  Save this Link View PR Newswire's RSS Feed  Blogs Discussing this News Release  Search Blogs that Mention this News Release  Click this link to view linked Bookmarking Services Click this link to view linked Blogging Services


Sovereign Bancorp, Inc. Reports 2004 GAAP Earnings of $454 Million; Operating and Cash Earnings Per Share Up 13% to $1.88 or $617 Million

     Financial Highlights
     -- GAAP net income including all non-recurring and special charges for
        2004 was $454 million or $1.36 per share.  GAAP net income for the
        fourth quarter 2004 was $137 million or $.38 per share

     -- Full year 2004 operating and cash earnings were $617 million, up 28%
        from $482 million in 2003.  Operating and cash earnings per share were
        $1.88 in 2004 as compared to $1.66 in 2003, up 13%.

     -- Operating and cash earnings for the fourth quarter of 2004 were $171
        million, up 34% from $127 million in the same quarter a year ago.
        Operating and cash earnings per share for the fourth quarter were $.49
        per share, up 14% from $.43 per share in the fourth quarter of 2003.

     -- Net interest margin expanded 12 basis points during the fourth quarter
        principally due to higher yields on the loan portfolio.

     -- Core bank margin expanded 16 basis points during the fourth quarter to
        4.17%.

     -- The bank reduced the investment portfolio by $2.6 billion, or 18%,
        during the quarter, in addition to a $1.1 billion reduction during the
        third quarter 2004.

     -- Consumer and Commercial loans, excluding the impact of acquisitions,
        increased 28% and 10%, respectively, from the fourth quarter of 2003.

     -- Core deposits increased 19% from the fourth quarter of 2003.
        Excluding acquisitions, core deposits increased 4% from the fourth
        quarter of 2003.

     -- Consumer Banking and Commercial Banking fee revenues were $68 million,
        up 26%, and $33 million, up 14%, respectively, from the fourth quarter
        of 2003.

     -- The provision for loan losses was $27.0 million in this quarter.  The
        provision exceeded net charge-offs by $2.1 million.

     -- Non-performing assets decreased to .29% of total assets at December
        31, 2004, versus .30% at September 30, 2004.  Non-performing assets
        declined $8.7 million to $160 million.

     -- Equity to assets ratio was 9.16% at December 31, 2004, compared to
        7.49% at December 31, 2003.  The Tier 1 leverage ratio was 7.05% at
        December 31, 2004 versus 5.61% at December 31, 2003.

    PHILADELPHIA, Jan. 18 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc.
("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today
reported fourth quarter 2004 net income of $137 million, or $.38 per diluted
share, as compared to $113 million, or $.38 per diluted share, for the fourth
quarter of 2003.  Net income in the fourth quarter of 2004 included the
previously announced non-operating and non-cash charge of $20.9 million after-
tax, or $.06 per share, related to an other-than-temporary impairment charge
for certain Fannie Mae and Freddie Mac preferred stock.
    Effective in the fourth quarter of 2004, Sovereign has redefined its
definition of operating and cash earnings and related per share amounts to
exclude most non-cash, non-operating charges; such as, the after-tax effect of
amortization of intangible assets, stock-based non-cash compensation expense
associated with stock options, restricted stock, bonus deferral plans and ESOP
awards, in addition to special items.  The revised definitions of operating
and cash earnings and a reconciliation of these items to net income, as well
as the related per share amounts, are included in a later section of this
release.  Since most of these items are difficult to predict and make the
results of normal operations less clear, management believes the presentation
of financial measures excluding the impact of these items provides useful
supplemental information in evaluating the operating results of Sovereign's
core businesses.
    Excluding the above-mentioned charges, operating and cash earnings for the
fourth quarter of 2004 increased to $171 million, or $.49 per diluted share,
as compared to $127 million, or $.43 per diluted share, for the fourth quarter
of 2003.
    For the year ended December 31, 2004, Sovereign reported net income in
accordance with generally accepted accounting principles of $454 million, or
$1.36 per diluted share, as compared to $402 million, or $1.38 per diluted
share for 2003.  Net income and earnings per share in 2004 were negatively
impacted by non-recurring merger and integration charges related to the
acquisitions of First Essex Bancorp, Inc. ("First Essex") and Seacoast
Financial Services Corporation ("Seacoast"), incremental one time additional
loan loss provision related to the First Essex acquisition, a non-recurring
charge associated with the early redemption of high-cost debt, accounting
changes related to the adoption of EITF 04-08, and an other-than-temporary
impairment non-cash charge due to a write-down on certain Fannie Mae and
Freddie Mac preferred stock.  Net income in 2003 included a charge on the
early extinguishment of Sovereign debt.  Excluding these items and non-cash
charges, operating and cash earnings increased 28% to $617 million, up from
$482 million.  Operating and cash earnings per diluted share were $1.88 in
2004, up 13% over $1.66 per diluted share, in 2003.  A reconciliation of net
income and operating and cash earnings, as well as the related earnings per
share amounts, is included in a later section of this release.
    Commenting on results for the full year 2004 and the fourth quarter of
2004, Jay S. Sidhu, Sovereign's Chairman and Chief Executive Officer, said,
"2004 proved to be another successful year for Sovereign as we met or exceeded
our goals for the year.  We delivered 13% growth in our operating and cash
earnings per share.  We improved the quality of our balance sheet by
significantly reducing the investment portfolio as a percentage of total
assets down to 21% and removing most of the high-cost debt incurred in the
Fleet branch acquisition.  We experienced significant improvement in credit
quality with annual net charge-offs of 36 basis points, ahead of our stated
goal for annualized NCOs of 40 basis points or less during the second half of
2004.  Our efficiency ratio improved approximately 100 basis points during the
year, consistent with our annual goal.  Commercial and consumer banking fees
reached all-time highs.  We successfully integrated our First Essex and
Seacoast acquisitions and are set to close our acquisition of Waypoint
Financial Corp this week."  Sidhu continued, "For quite some time now we have
been saying rising rates are good for Sovereign.  As a result of higher short-
term rates, the third quarter debt redemption and deleveraging of the
investment portfolio, we saw a 12 basis point expansion in our fourth quarter
net interest margin.  Even better, we saw a 16 basis point expansion in our
core bank spread for the quarter."

    Net Interest Income, Margin and Continued Reduction of Investment
Portfolio
    Sovereign reported net interest income of $387 million for the fourth
quarter of 2004, an increase of $78.5 million, or 25%, compared to the fourth
quarter of 2003.  On a linked-quarter basis, net interest income increased by
$24.1 million, or 6.6%, in spite of a $2.6 billion reduction in the investment
portfolio.  As a result of higher short-term interest rates, commercial loan
yields increased by 35 basis points and consumer loan yields increased by 25
basis points during the quarter.  Most of Sovereign's variable rate consumer
loans have repricing periods that lag rate changes by one quarter or more.
Deposit costs increased by only 8 basis points in the fourth quarter.
    Net interest margin was 3.29% for the fourth quarter of 2004, compared to
3.17% in the third quarter of 2004 and 3.39% in the fourth quarter of 2003.
    Sovereign reduced its investment portfolio by $2.6 billion during the
fourth quarter of 2004.  This was in addition to a $1.1 billion reduction
during third quarter 2004.  "We believe deleveraging the wholesale portion of
the balance sheet, even though we are sacrificing short-term earnings, is a
prudent action in the present environment," said Sidhu.  "With this in mind,
we also encouraged Waypoint Bank to deleverage its balance sheet
significantly, focusing more on core earnings.  We view the investment
portfolio, especially in a flatter yield curve environment, primarily as a
tool to manage interest rate and liquidity risk and hence are focusing much
more on commercial and consumer loan growth, higher fee income and deposit
growth while watching our expenses and risks," Sidhu continued.

    Non-Interest Income
    Sovereign's consumer and commercial banking fees continued to generate
record levels.  Consumer banking fees increased by $14.0 million, or 26%,
compared to the same period in 2003.  Commercial banking fees increased $4.1
million to $32.8 million, or 14%, over the same period a year ago, primarily
driven by growth in loan fees.
    Mortgage banking revenues for the quarter were $4.7 million, compared to a
loss of $4.1 million last quarter and revenue of $15.7 million in the same
quarter a year ago.  Due to changes in prepayment speeds and interest rates
during the quarter, a $1.7 million reversal of a valuation reserve for
mortgage servicing rights was recorded.  This compares to a servicing rights
impairment charge of $9.4 million recorded in the third quarter of 2004 and an
impairment charge of $1.1 million in the fourth quarter of 2003.  Mortgage
banking results are summarized in the financial tables attached to this
release.  As of December 31, 2004, mortgage servicing rights, net of reserves
of $7.1 million, were $74.0 million and our servicing portfolio was $6.3
billion, with a capitalized cost of 117 basis points.
    As discussed in a prior press release, Sovereign recorded an other-than-
temporary non-operating and non-cash charge of $20.9 million after-tax related
to certain Fannie Mae and Freddie Mac preferred stock in the fourth quarter of
2004.  This was partially offset by gains on sales of investments of $7.4
million.  This compares to net gains of $20.2 million recorded in the third
quarter of 2004 and $10.2 million in the fourth quarter of 2003.

    Non-Interest Expense
    G&A expenses for the quarter were $257 million, up 8.2% from $238 million
in the third quarter and up 18% from $218 million a year ago.  Excluding
approximately $59 million of G&A expense related to the First Essex and
Seacoast acquisitions, G&A expenses for the year increased only 3.6% from 2003
levels.  Commenting on fourth quarter non-interest expense, James D. Hogan,
Sovereign's Chief Financial Officer, noted, "We committed to improving our
efficiency ratio by 100 basis points in 2004 and have met that goal.  Our
efficiency ratio for the full year 2004 was 50.3%, an improvement of
approximately 100 basis points.  For the fourth quarter, our efficiency ratio
dropped to 50.1%.  We hope to have the efficiency ratio in the high forties in
2005."
    On an operating and cash basis, Sovereign's effective tax rate was 22.9%
in the fourth quarter and 24.6% for the full year.

    Franchise Growth
    Sovereign's total loan portfolio increased during the fourth quarter by
$1.4 billion to $36.6 billion reflecting an annualized growth rate of 16%.
Commercial and consumer loan demand remained strong in its market with
Sovereign continuing to take advantage of disruptions in its marketplace as a
result of bank mergers.  The following table depicts Sovereign's loan
composition as of December 31, 2004 ($ in millions):


    Loan Category      Ending Balance      4Q04      4Q04 Yield   3Q04 Yield
                                        % of Loans
    Commercial              $13,864        37.8%       5.26%        4.91%
    Consumer                 14,269        39.0        5.35%        5.10%
    Residential mortgage      8,498        23.2        5.24%        5.21%
    Total Loans             $36,631         100%       5.29%        5.05%


    Core deposits increased 4% over the fourth quarter of 2003, excluding
acquisitions.  Core deposits were down slightly during the quarter at $25.4
billion, with new business being offset by run-off occurring principally in
high-rate money market deposits.  Demand, NOW and savings deposit categories
showed net growth for the quarter at an annualized rate of 5%.  Total deposits
decreased during the quarter to $32.6 billion, principally due to planned
decreases in higher cost deposits.  Time deposits account for only 22% of
total deposits at December 31, 2004.  The following table summarizes
Sovereign's deposit position as of December 31, 2004 ($ in millions):


    Deposit Category   Ending Balance     4Q04% of     4Q04 Cost    3Q04 Cost
                                       Total Deposits
    Demand deposits        $5,087          15.6%         0.0%         0.0%
    NOW accounts            7,839          24.1         1.08          .91
    Customer repurchase
     agreements               838           2.6         1.42          .96
    Savings                 3,807          11.7          .60          .55
    Money market            7,870          24.2         1.21         1.16
    Total Core             25,441          78.2         0.85%        0.76%
    Time Deposits           7,114          21.8         2.08         2.04
    Total Deposits        $32,555           100%        1.12%        1.04%


    Core Bank Spread
    Average loan yields increased to 5.29% during fourth quarter from 5.05% in
the third quarter, while deposit costs only increased 8 basis points to 1.12%.
Hence, core bank margin (loan yield less deposit cost) expanded by 16 basis
points during the fourth quarter to 4.17%.

    Asset Quality
    Sovereign's credit quality continued to improve in the fourth quarter of
2004.  Non-performing assets ("NPAs") declined $8.7 million during the quarter
to $160 million at December 31, 2004.  NPAs to total assets decreased to .29%
during the fourth quarter of 2004, compared to .30% at September 30, 2004.
Sovereign's provision for loan losses was $27.0 million this quarter compared
to $25.0 million in the third quarter and $40.0 million in the fourth quarter
of 2003.  The allowance for loan losses to total loans decreased slightly to
1.12% at December 31, 2004, as compared to 1.15% at September 30, 2004 and
1.25% at December 31, 2003.  The allowance for loan losses to non-performing
loans now stands at 285%, as compared to 276% at September 30, 2004 and 164%
at December 31, 2003.

    Strong Capital Growth
    Capital expanded to the highest level in recent history.  Sovereign's Tier
1 leverage ratio was 7.05% at December 31, 2004.  Tangible common equity to
tangible assets, excluding other comprehensive income ("OCI"), was 5.25% and
including OCI was 5.00%.  The equity to assets ratio was 9.16% at December 31,
2004.  Sovereign Bank's Tier 1 leverage ratio was 7.21% and the bank's risk-
based capital ratio was 11.55% at December 31, 2004.  "Our year-end 2005 Tier
1 Leverage goal remains at 6.50% to 7.00%, after giving effect to our
acquisition of Waypoint and any share buy-backs," commented Hogan.

    Non-Operating Accounting Changes for 2004
    Effective in the fourth quarter 2004, Sovereign adopted EITF 04-8, which
eliminates certain accounting benefits of convertible securities with
contingent conversion features by requiring such instruments to be accounted
for under the if-converted method for diluted earnings per share purposes
only.  Issuers whose contingent convertible debt can be settled in stock are
required to increase the number of shares used in diluted earnings per share
calculations by the total number of shares underlying the contingent
convertible debt, regardless of conversion price.  As a result of this
adoption, prior period GAAP earnings per share have been restated resulting in
a downward restatement of full year 2004 diluted GAAP earnings per share.  The
reconciliation of net income and operating and cash earnings per share amounts
is included in a later section of this release.

    Looking Ahead
    "As we begin 2005, we look forward to welcoming Waypoint's customers,
shareholders, and team members to Sovereign and striving to achieve the goals
we set out in 2000 for at least $2.00 in operating and cash earnings by 2005,"
Sidhu commented.  "We are comfortable with the analysts' mean estimate for
2005 of $1.90 per share, which implies $2.07 in operating and cash earnings
per share.  Management's goal is to strive for about $2.10 or higher in
operating and cash earnings per share for 2005, excluding an after-tax merger
and integration charge of $.04 to $.06 per share expected during the first
quarter and after-tax non-cash charges of approximately $.17 per share.  In
addition, we hope to initiate our stock buy-back plans following the Waypoint
closing," Sidhu concluded.
    Based upon our January 14 stock price of $21.96, Sovereign is trading at a
P/E of 11.6x analysts mean 2005 estimate and 152% of current book value.  The
book value per share at December 31, 2004 was $14.41.

    Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company
of Sovereign Bank, pro forma a $60 billion financial institution with more
than 650 community banking offices, over 1,000 ATMs and approximately 9,500
team members in the Northeast United States.  Sovereign offers a broad array
of financial services and products including retail banking, business and
corporate banking, cash management, capital markets, trust and wealth
management and insurance.  Pro forma for pending acquisitions, Sovereign is
the 18th largest banking institution in the United States.  For more
information on Sovereign Bank, visit http://www.sovereignbank.com or call
1-877-SOV-BANK.
    Interested parties will have the opportunity to listen to a live web-cast
of Sovereign's Fourth Quarter 2004 earnings call on Wednesday, January 19
beginning at 8:30 a.m. ET at http://www.sovereignbank.com >Investor Relations
>News >Conference Calls/Webcasts; or
http://phx.corporate-ir.net/phoenix.zhtml?p=irol-
eventDetails&c=67999&eventID=986575.  The web-cast replay can be accessed
anytime from 11:00 a.m. ET on January 19, 2005 through 12:00 a.m. ET
(midnight) on March 19, 2005.  Questions may be submitted during the call via
email to investor@sovereignbank.com.  A telephone replay will be accessible
from 11:00 a.m. ET on January 19, 2005 through 12:00 a.m. ET (midnight) on
January 24, 2005 by dialing 800-642-1687, confirmation id #3143090.

    Note:
    This press release contains financial information determined by methods
other than in accordance with U.S. Generally Accepted Accounting Principles
("GAAP").  Sovereign's management uses the non-GAAP measures of Operating and
Cash Earnings, and the related per share amount, in their analysis of the
company's performance.  This measure, as used by Sovereign, adjusts net income
determined in accordance with GAAP to exclude the effects of special items,
including significant gains or losses that are unusual in nature or are
associated with acquiring and integrating businesses, and certain non-cash
charges.  Operating and cash earnings for 2004 represent net income adjusted
for the after-tax effects of merger-related and integration charges and the
loss on early extinguishment of debt, the fourth quarter adoption of EITF
04-8, other-than-temporary non-cash impairment charges on Fannie Mae and
Freddie Mac preferred equity securities, the amortization of intangible assets
and stock-based compensation expense associated with stock options, restricted
stock, bonus deferral plans and ESOP awards.  The forward-looking operating
and cash earnings guidance for 2005 excludes the after-tax effects of
anticipated merger-related and integration charges, amortization of intangible
assets and stock-based compensation expense associated with stock options,
restricted stock, bonus deferral plans and ESOP awards.  Since certain of
these items and their impact on Sovereign's performance are difficult to
predict, management believes presentations of financial measures excluding the
impact of these items provide useful supplemental information in evaluating
the operating and cash results of Sovereign's core businesses.  These
disclosures should not be viewed as a substitute for net income determined in
accordance with GAAP, nor are they necessarily comparable to non-GAAP
performance measures that may be presented by other companies.
    This press release contains statements of Sovereign's strategies, plans,
and objectives, as well as estimates of future operating and cash results for
2005 and beyond for Sovereign Bancorp, Inc. as well as estimates of financial
condition, operating and cash efficiencies and revenue generation.  These
statements and estimates constitute forward-looking statements (within the
meaning of the Private Securities Litigation Reform Act of 1995), which
involve significant risks and uncertainties.  Actual results may differ
materially from the results discussed in these forward-looking statements.
Factors that might cause such a difference include, but are not limited to,
general economic conditions, changes in interest rates, deposit flows, loan
demand, real estate values and competition; changes in accounting principles,
policies, or guidelines; changes in legislation or regulation; Sovereign's
ability in connection with any acquisition to complete such acquisition and to
successfully integrate assets, liabilities, customers, systems and management
personnel Sovereign acquires into its operations and to realize expected cost
savings and revenue enhancements within expected time frame; the possibility
that expected one time merger-related charges are materially greater than
forecasted or that final purchase price allocations based on the fair value of
acquired assets and liabilities and related adjustments to yield and/or
amortization of the acquired assets and liabilities at any acquisition date
are materially different from those forecasted; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, integrations, pricing, products and services.



     Sovereign Bancorp, Inc. and Subsidiaries
     FINANCIAL HIGHLIGHTS
     (unaudited)
                                                   Quarter Ended

                                     Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31
                                       2004    2004    2004    2004    2003
    (dollars in millions, except
     per share data)

    Operating Data

    Net income                         $137.4   $82.5  $131.4  $102.2  $112.6
    Net income for EPS purposes (1)     143.7    88.9   137.7   104.5   112.6
    Operating earnings (2)              171.2   161.6   147.2   136.9   127.3
    Net interest income                 387.0   363.0   332.0   322.8   308.5
    Provision for loan losses            27.0    25.0    32.0    43.0    40.0
    Total fees and other income before
     securities transactions            126.5   108.3   124.2   109.1   121.2
    Net gain (loss) on investment
     securities                         (24.7)   20.2     0.8    17.9    10.2
    G&A expense                         257.3   237.7   224.6   223.1   217.6
    Other expenses (3)                   30.5   129.1    28.1    48.6    27.4

    Performance Statistics

    Bancorp

    Net interest margin (3)             3.29%   3.17%   3.22%   3.28%   3.39%
    Operating return on
     average assets (2)                 1.24%   1.20%   1.23%   1.20%   1.18%
    Operating return on
     average equity (2)                13.90%  14.14%  15.26%  15.47%  15.94%
    Operating return on average
     tangible equity (2)               27.23%  27.58%  25.40%  26.08%  27.13%
    Annualized net loan charge-offs to
     average loans                      0.28%   0.25%   0.43%   0.51%   0.55%
    Efficiency ratio (3) (4)           50.10%  50.44%  49.22%  51.67%  50.65%


    Per Share Data

    Basic earnings per share            $0.40   $0.25   $0.43   $0.34   $0.38
    Diluted earnings per share (1)       0.38    0.24    0.41    0.33    0.38
    Operating earnings per share (2)     0.49    0.47    0.47    0.45    0.43
    Dividend declared per share          .030    .030    .030    .025    .025
    Book value (5)                      14.41   13.95   12.46   12.78   11.12
    Common stock price:
      High                              22.61   22.48   22.10   24.51   24.99
      Low                               21.14   20.48   19.51   20.37   18.42
      Close                            $22.55  $21.82  $22.10  $21.42  $23.75
    Weighted average common shares:
      Basic                             345.6   335.6   306.1   300.7   292.5
      Diluted (1)                       377.6   367.8   337.8   316.8   298.5
    End-of-period common shares:
      Basic                             346.1   345.3   306.2   306.4   293.1
      Diluted (1)                       378.2   377.3   338.2   337.8   299.4


                                                         Year to Date

                                                  Dec. 31            Dec. 31
                                                    2004               2003
    (dollars in millions, except
     per share data)

    Operating Data

    Net income                                      $453.6             $401.9
    Net income for EPS purposes (1)                  474.8              401.9
    Operating earnings (2)                           616.8              481.6
    Net interest income                            1,404.8            1,205.6
    Provision for loan losses                        127.0              162.0
    Total fees and other income before
     securities transactions                         468.1              455.5
    Net gain (loss) on investment securities          14.2               66.1
    G&A expense                                      942.7              852.4
    Other expenses (3)                               236.2              158.0

    Performance Statistics

    Bancorp

    Net interest margin (3)                          3.24%              3.42%
    Operating return on average assets (2)           1.22%              1.16%
    Operating return on average equity (2)          14.61%             16.08%
    Operating return on average tangible
     equity (2)                                     26.57%             28.98%
    Annualized net loan charge-offs to
     average loans                                   0.36%              0.55%
    Efficiency ratio (3) (4)                        50.33%             51.31%


    Per Share Data

    Basic earnings per share                         $1.41              $1.45
    Diluted earnings per share (1)                    1.36               1.38
    Operating earnings per share (2)                  1.88               1.66
    Dividend declared per share                      0.115              0.100
    Book value (5)                                   14.41              11.12
    Common stock price:
      High                                           24.51              24.99
      Low                                            19.51              12.72
      Close                                         $22.55             $23.75
    Weighted average common shares:
      Basic                                          322.3              277.3
      Diluted (1)                                    350.3              290.5
    End-of-period common shares:
      Basic                                          346.1              293.1
      Diluted (1)                                    378.2              299.4


    NOTES:

    (1) Effective in the fourth quarter of 2004, Sovereign adopted EITF 04-8
        "Accounting Issues Related to Certain Features of Contingently
        Convertible Debt and the Effect on Diluted Earnings per Share."  This
        EITF requires the potential dilution from contingently convertible
        debt be included in the calculation of diluted earnings per share
        upon the issuance of the debt and that the after-tax impact of the
        interest expense on this debt be added back to net income for
        earnings per share purposes.  Sovereign issued $800 million of
        contingently convertible trust preferred equity income redeemable
        securities in the first quarter of 2004.  Prior period earnings per
        share were required to be restated.  We have excluded the impact of
        this pronouncement in our calculation of 2004 operating earnings per
        share.

    (2) Operating earnings represent net income excluding the after-tax
        effects of special items, including significant gains or losses that
        are unusual in nature or are associated with acquiring or integrating
        businesses, losses on the early retirement of debt, other than
        temporary impairment charges on Fannie Mae and Freddie Mac preferred
        equity securities, amortization of intangible assets, and stock-based
        compensation arrangements.  Additionally, for 2004, operating
        earnings excludes the impact of EITF 04-8.  See Note 1 above for
        details of this accounting pronouncement and page I for a
        reconciliation of GAAP and Non-GAAP earnings.

    (3) Effective July 1, 2003, Sovereign elected to change the Company's
        accounting policy to treat trust preferred securities as liabilities
        and the associated dividends on the trust preferred securities as
        interest expense.  Previously, this cost was classified within other
        expenses.  This change in accounting policy did not have any impact
        on consolidated shareholders' equity or net income; however, it did
        result in an increase in liabilities of $207.6 million at July 1,
        2003 and an increase of $5 million and $3 million in net interest
        expense, with a corresponding decrease in other expense, for the
        three-month periods ended September 30, 2003 and December 31, 2003,
        respectively.  Prior periods have not been adjusted to conform with
        this change in accounting policy.


    (4) Efficiency ratio equals general and administrative expense as a
        percentage of total revenue, defined as the sum of net interest
        income and total fees and other income before securities
        transactions.

    (5) Book value equals stockholders' equity at period-end divided by
        common shares outstanding.


     Sovereign Bancorp, Inc. and Subsidiaries
     FINANCIAL HIGHLIGHTS
     (unaudited)
                                                 Quarter Ended

                                  Dec. 31 Sept. 30  June 30  Mar. 31  Dec. 31
                                   2004     2004     2004     2004     2003
    (dollars in millions)

    Financial Condition Data:

    General
      Total assets                $54,471  $55,755  $48,687  $47,043  $43,505
      Loans                        36,631   35,262   29,130   27,739   26,149
      Total deposits and customer
       related accounts:           32,556   33,102   29,001   28,118   27,344
        Core deposits and other
         customer related
         accounts                  25,441   25,744   22,824   21,939   21,334
        Time deposits               7,114    7,358    6,176    6,179    6,010
      Borrowings                   16,140   16,919   15,157   14,262   12,198
      Minority interests              204      203      203      203      202
      Stockholders' equity          4,988    4,815    3,815    3,916    3,260
      Goodwill                      2,125    2,103    1,289    1,293    1,027
      Core deposit intangible         257      305      249      262      269

    Asset Quality
      Non-performing assets        $160.1   $168.8   $176.1   $212.0   $220.4
      Non-performing loans         $143.6   $147.5   $152.2   $188.6   $199.4
      Non-performing assets to
       total assets                 0.29%    0.30%    0.36%    0.45%    0.51%
      Non-performing loans to
       total loans                  0.39%    0.42%    0.52%    0.68%    0.76%
      Allowance for loan losses    $408.7   $406.6   $352.6   $351.0   $327.9
      Allowance for loan losses
        to total loans              1.12%    1.15%    1.21%    1.27%    1.25%
      Allowance for loan losses
        to non-performing loans      285%     276%     232%     186%     164%

    Capitalization - Bancorp (1)
      Stockholders' equity to
       total assets                 9.16%    8.64%    7.84%    8.32%    7.49%
      Tier 1 leverage capital
       ratio                        7.05%    6.56%    7.13%    7.12%    5.61%
      Tangible equity to tangible
       assets, excluding OCI        5.25%    4.77%    5.28%    5.19%    4.80%
      Tangible equity to tangible
       assets, including OCI        5.00%    4.51%    4.83%    5.19%    4.66%

    Capitalization - Bank (1)
      Stockholders' equity to
       total assets                10.77%   10.20%    9.12%    9.60%    8.99%
      Tier 1 leverage capital
       ratio                        7.21%    6.66%    6.85%    6.82%    6.66%
      Tier 1 risk-based capital
       ratio                        8.72%    8.51%    8.92%    8.82%    8.60%
      Total risk-based capital
       ratio                       11.55%   11.43%   12.12%   12.13%   12.12%


    (1) All capital ratios are calculated based upon adjusted end of period
        assets consistent with OTS guidelines.  The current quarter ratios
        are estimated as of the date of this earnings release.


     Sovereign Bancorp, Inc. and Subsidiaries
     CONSOLIDATED BALANCE SHEETS
     (unaudited)
                                          Dec. 31     Sept. 30      June 30
    (dollars in thousands)                  2004         2004         2004
    Assets
    Cash and amounts due
     from depository institutions        $1,160,922   $1,266,044   $1,026,719
    Investments:
        Available-for-sale                7,642,558   10,111,845   10,493,897
        Held-to-maturity                  3,904,319    4,027,472    4,007,041
           Total investments             11,546,877   14,139,317   14,500,938
    Loans:
        Commercial                       13,864,240   13,445,735   12,251,456
        Consumer                         14,269,343   13,856,992   11,986,107
        Residential mortgages             8,497,496    7,958,974    4,892,305
           Total loans                   36,631,079   35,261,701   29,129,868
    Less allowance for loan losses         (408,716)    (406,612)    (352,637)
           Total loans, net              36,222,363   34,855,089   28,777,231
    Premises and equipment, net             353,337      352,089      286,682
    Accrued interest receivable             226,012      225,918      196,347
    Goodwill                              2,125,081    2,103,158    1,289,340
    Core deposit intangible                 256,694      304,754      249,169
    Bank owned life insurance               885,807      879,189      851,155
    Other assets                          1,694,220    1,629,450    1,509,296
           Total assets                 $54,471,313  $55,755,008  $48,686,877

    Liabilities and Stockholders'
     Equity
    Liabilities:
    Deposits and other customer related
     accounts:
        Core and other customer related
         accounts                       $25,441,145  $25,743,796  $22,824,310
        Time deposits                     7,114,373    7,357,882    6,176,310
           Total                         32,555,518   33,101,678   29,000,620
    Borrowings and other debt
     obligations                         16,140,128   16,919,164   15,157,017
    Other liabilities                       583,389      715,326      511,131
           Total liabilities             49,279,035   50,736,168   44,668,768
    Minority interests                      203,906      203,488      202,919
    Stockholders' equity:
        Common Stock                      2,949,870    2,934,733    2,105,312
        Warrants and stock options          317,842      318,874      306,594
        Unallocated ESOP shares             (23,707)     (26,078)     (26,078)
        Treasury stock                      (19,136)     (19,767)     (20,242)
        Accumulated other
         comprehensive (loss) / income     (108,092)    (136,645)    (222,499)
        Retained earnings                 1,871,595    1,744,235    1,672,103
           Total stockholders' equity     4,988,372    4,815,352    3,815,190
           Total liabilities and
            stockholders' equity        $54,471,313  $55,755,008  $48,686,877


                                                  Mar. 31           Dec. 31
    (dollars in thousands)                          2004              2003
    Assets
    Cash and amounts due
    from depository institutions                  $893,193          $950,302
    Investments:
        Available-for-sale                      11,912,292        10,102,619
        Held-to-maturity                         2,489,030         2,516,352
           Total investments                    14,401,322        12,618,971
    Loans:
        Commercial                              11,919,975        11,063,686
        Consumer                                11,012,103        10,010,289
        Residential mortgages                    4,806,494         5,074,684
           Total loans                          27,738,572        26,148,659
    Less allowance for loan losses                (351,007)         (327,894)
           Total loans, net                     27,387,565        25,820,765
    Premises and equipment, net                    289,517           273,278
    Accrued interest receivable                    188,002           190,714
    Goodwill                                     1,292,809         1,027,292
    Core deposit intangible                        261,582           268,759
    Bank owned life insurance                      841,568           801,535
    Other assets                                 1,487,657         1,553,713
           Total assets                        $47,043,215       $43,505,329

    Liabilities and Stockholders' Equity
    Liabilities:
    Deposits and other customer related
     accounts:
        Core and other customer related
         accounts                              $21,939,435       $21,334,106
        Time deposits                            6,178,871         6,009,902
           Total                                28,118,306        27,344,008
    Borrowings and other debt obligations       14,261,686        12,197,603
    Other liabilities                              545,084           501,176
           Total liabilities                    42,925,076        40,042,787
    Minority interests                             202,513           202,136
    Stockholders' equity:
        Common Stock                             2,102,183         1,892,126
        Warrants and stock options                 305,297            13,944
        Unallocated ESOP shares                    (26,078)          (26,078)
        Treasury stock                             (22,190)          (21,927)
        Accumulated other
         comprehensive (loss) / income               6,349           (52,924)
        Retained earnings                        1,550,065         1,455,265
           Total stockholders' equity            3,915,626         3,260,406
           Total liabilities and
            stockholders' equity               $47,043,215       $43,505,329


     Sovereign Bancorp, Inc. and Subsidiaries
     CONSOLIDATED STATEMENTS OF OPERATIONS
     (unaudited)
                                               Quarter Ended
                              Dec. 31  Sept. 30  June 30   Mar. 31   Dec. 31
                                2004     2004      2004      2004      2003
    (dollars in thousands,
     except per share data)
    Interest and dividend
     income:
       Interest on interest-
        earning deposits        $1,721   $1,505      $980      $528      $385
       Interest on investment
        securities
          Available for sale   102,945  124,803   136,497   137,226   144,787
          Held to maturity      45,512   46,470    31,879    28,819     5,142
       Interest on loans       474,010  412,771   345,288   333,190   324,990
          Total interest and
           dividend income     624,188  585,549   514,644   499,763   475,304
    Interest expense:
       Deposits and related
        customer accounts       91,731   83,160    63,142    65,012    68,647
       Borrowings              145,445  139,439   119,463   111,935    98,178
          Total interest
           expense             237,176  222,599   182,605   176,947   166,825
          Net interest
           income              387,012  362,950   332,039   322,816   308,479
    Provision for loan losses   27,000   25,000    32,000    43,000    40,000
          Net interest
           income after
           provision for
           loan losses         360,012  337,950   300,039   279,816   268,479
    Non-interest income:
        Consumer banking fees   67,759   62,771    58,072    53,985    53,778
        Commercial banking
         fees                   32,843   31,757    30,552    28,685    28,766
        Mortgage banking
         revenue (1)             4,726   (4,080)   16,436     5,427    15,725
        Capital markets
         revenue                 6,548    3,409     5,099     4,887     4,814
        Bank owned life
         insurance income       10,136    9,922     9,588     9,626    10,810
        Other                    4,480    4,498     4,499     6,444     7,262
          Total fees and other
           income before
           security gains      126,492  108,277   124,246   109,054   121,155
        Net gain/(loss) on
         securities            (24,728)  20,247       829    17,881    10,232
          Total non-
           interest income     101,764  128,524   125,075   126,935   131,387
    Non-interest expense:
    General and
     administrative
        Compensation and
         benefits              123,967  114,871   105,224   104,080    98,314
        Occupancy and
         equipment              59,221   54,976    52,097    54,379    53,437
        Technology expense      21,486   18,935    19,333    17,605    19,145
        Outside services        13,901   14,332    12,746    12,336    14,148
        Marketing expense       13,089   11,983    10,751    10,700     8,385
        Other administrative
         expenses               25,587   22,583    24,433    24,046    24,201
          Total general
           and administrative  257,251  237,680   224,584   223,146   217,630
    Other expenses:
        Amortization of core
         deposit intangibles    17,670   19,836    17,576    17,553    17,823
        Trust preferred
         securities and other
         minority interest
         expense                 5,630    5,502     5,438     5,436     5,439
        Equity method
         investments (2)        11,875   10,257     7,327     2,012     4,159
        Loss/(gain) on debt
         extinguishment            500   65,546    (2,285)      -         -
        Merger-related and
         integration charges    (5,169)  27,941       -      23,587       -
           Total other
            expenses            30,506  129,082    28,056    48,588    27,421
                Total non-
                 interest
                 expense       287,757  366,762   252,640   271,734   245,051
           Income before
            income taxes       174,019   99,712   172,474   135,017   154,815
    Income tax expense          36,590   17,170    41,120    32,790    42,228
           Net income         $137,429  $82,542  $131,354  $102,227  $112,587


    (1) Mortgage banking
    activity is summarized below:
    Gains on sale of mortgage
     loans and mortgage
     backed securities          $2,438   $4,090    $2,808   $16,469   $9,457
    Net gains/(loss) recorded
     under SFAS 133               (111)    (112)   (1,878)       81    7,895
    Mortgage servicing fees,
     net of mortgage servicing
     rights amortization           664    1,343    (1,628)      137     (479)
    Mortgage servicing right
     (impairments)/recoveries    1,735   (9,401)   17,134   (11,260)  (1,148)
        Total mortgage
         banking revenues       $4,726  $(4,080)  $16,436    $5,427  $15,725

    (2) During the second quarter of 2004, Sovereign made a $60 million
        investment in a synthetic fuel partnership which is accounted for as
        an equity method investment.  As a result of the increasing
        significance of our equity method investment portfolios, Sovereign
        reclassified the income statement effects of these items to other
        expenses.


                                                       Year to Date
                                                  Dec. 31           Dec. 31
                                                    2004              2003
    (dollars in thousands, except per
     share data)
    Interest and dividend income:
       Interest on interest-earning
        deposits                                    $4,734            $2,141
       Interest on investment securities
         Available for sale                        501,471           584,697
         Held to maturity                          152,680            27,123
       Interest on loans                         1,565,259         1,315,790
         Total interest and dividend income      2,224,144         1,929,751
    Interest expense:
       Deposits and related customer accounts      303,045           320,689
       Borrowings                                  516,282           403,434
         Total interest expense                    819,327           724,123
         Net interest income                     1,404,817         1,205,628
    Provision for loan losses                      127,000           161,957
         Net interest income after
          provision for loan losses              1,277,817         1,043,671
    Non-interest income:
       Consumer banking fees                       242,587           208,819
       Commercial banking fees                     123,837           107,973
       Mortgage banking revenue (1)                 22,509            50,018
       Capital markets revenue                      19,943            27,014
       Bank owned life insurance income             39,272            43,338
       Other                                        19,921            18,357
         Total fees and other income before
          security gains                           468,069           455,519
       Net gain/(loss) on securities                14,229            66,057
         Total non-interest income                 482,298           521,576
    Non-interest expense:
    General and administrative
       Compensation and benefits                   448,142           388,750
       Occupancy and equipment                     220,673           210,761
       Technology expense                           77,359            73,032
       Outside services                             53,315            53,436
       Marketing expense                            46,523            38,824
       Other administrative expenses                96,649            87,561
         Total general and administrative          942,661           852,364
    Other expenses:
       Amortization of core deposit intangibles     72,635            73,835
       Trust preferred securities and other
        minority interest expense                   22,006            42,813
       Equity method investments (2)                31,471            11,498
       Loss/(gain) on debt extinguishment           63,761            29,838
       Merger-related and integration charges       46,359               -
         Total other expenses                      236,232           157,984
           Total non-interest expense            1,178,893         1,010,348
         Income before income taxes                581,222           554,899
    Income tax expense                             127,670           153,048
         Net income                               $453,552          $401,851


    (1) Mortgage banking activity is
     summarized below:
    Gains on sale of mortgage loans and
     mortgage backed securities                    $25,805           $61,224
    Net gains/(loss) recorded under SFAS 133        (2,020)            1,709
    Mortgage servicing fees, net of
     mortgage servicing rights amortization            516           (12,120)
    Mortgage servicing right
     (impairments)/recoveries                       (1,792)             (795)
         Total mortgage banking revenues           $22,509           $50,018

    (2) During the second quarter of 2004, Sovereign made a $60 million
        investment in a synthetic fuel partnership which is accounted for as
        an equity method investment.  As a result of the increasing
        significance of our equity method investment portfolios, Sovereign
        reclassified the income statement effects of these items to other
        expenses.


     Sovereign Bancorp, Inc. and Subsidiaries
     AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
     (unaudited)
                                                    Quarter Ended
                                                  December 31, 2004
                                             Average                  Yield/
    (dollars in thousands)                   Balance     Interest (1)  Rate
    Earning assets:
       Investment securities                $13,040,062    $160,592    4.93%
       Loans:
        Commercial                           13,599,851     179,698    5.26%
        Consumer                             14,020,882     188,307    5.35%
        Residential mortgages                 8,199,190     107,327    5.24%
        Total loans                          35,819,923     475,332    5.29%
        Allowance for loan losses              (407,518)
        Total earning assets                 48,452,467    $635,924    5.24%
    Other assets                              6,297,437
        Total assets                        $54,749,904

    Funding liabilities:
      Deposits and other customer related
       accounts:
          Demand deposit accounts            $5,103,981          $-    0.00%
          NOW accounts                        7,544,694      20,536    1.08%
          Customer repurchase agreements        851,928       3,044    1.42%
          Savings accounts                    3,821,004       5,802    0.60%
          Money market accounts               8,082,448      24,599    1.21%
        Core and other customer related
         accounts                            25,404,055      53,981    0.85%
        Time deposits                         7,221,061      37,750    2.08%
        Total                                32,625,116      91,731    1.12%

      Borrowings:
        Federal Home Loan Bank advances      10,416,303     101,436    3.88%
        Fed funds and repurchase agreements   2,383,245      15,208    2.55%
        Other borrowings                      3,600,008      28,801    3.19%
        Total borrowings                     16,399,556     145,445    3.53%
        Total funding liabilities            49,024,672     237,176    1.93%
    Other liabilities                           827,078
        Total liabilities                    49,851,750
    Stockholders' equity                      4,898,154
        Total liabilities and
         stockholders' equity               $54,749,904
    Net interest income                                    $398,748
    Interest rate spread                                               2.91%
    Net interest margin                                                3.29%


                                                     Quarter Ended
                                                  September 30, 2004
                                              Average                 Yield/
    (dollars in thousands)                    Balance    Interest (1)  Rate
    Earning assets:
       Investment securities                $15,045,842    $183,007    4.86%
       Loans:
        Commercial                           13,006,393     162,723    4.91%
        Consumer                             12,919,725     165,502    5.10%
        Residential mortgages                 6,675,476      86,906    5.21%
        Total loans                          32,601,594     415,131    5.05%
        Allowance for loan losses              (395,427)
        Total earning assets                 47,252,009    $598,138    5.03%
    Other assets                              6,223,444
        Total assets                        $53,475,453

    Funding liabilities:
      Deposits and other customer related
       accounts:
          Demand deposit accounts            $4,936,996          $-    0.00%
          NOW accounts                        7,117,978      16,366    0.91%
          Customer repurchase agreements        821,182       1,977    0.96%
          Savings accounts                    3,621,567       4,966    0.55%
          Money market accounts               8,256,017      24,040    1.16%
        Core and other customer related
         accounts                            24,753,740      47,349    0.76%
        Time deposits                         6,985,446      35,811    2.04%
        Total                                31,739,186      83,160    1.04%

      Borrowings:
        Federal Home Loan Bank advances       9,759,462      87,986    3.54%
        Fed funds and repurchase agreements   2,797,876      16,206    2.31%
        Other borrowings                      3,921,692      35,247    3.56%
        Total borrowings                     16,479,030     139,439    3.34%
        Total funding liabilities            48,218,216     222,599    1.83%
    Other liabilities                           713,062
        Total liabilities                    48,931,278
    Stockholders' equity                      4,544,175
        Total liabilities and
         stockholders' equity               $53,475,453
    Net interest income                                    $375,539
    Interest rate spread                                               2.80%
    Net interest margin                                                3.17%

                                                    Quarter Ended
                                                  December 31, 2003
                                              Average                 Yield/
    (dollars in thousands)                    Balance    Interest (1)  Rate
    Earning assets:
       Investment securities                $12,417,048    $159,376    5.13%
       Loans:
        Commercial                           10,880,892     128,094    4.62%
        Consumer                              9,809,803     131,346    5.32%
        Residential mortgages                 4,726,609      66,774    5.65%
        Total loans                          25,417,304     326,214    5.08%
        Allowance for loan losses              (323,285)
        Total earning assets                 37,511,067    $485,590    5.14%
    Other assets                              5,122,980
        Total assets                        $42,634,047

    Funding liabilities:
      Deposits and other customer related
       accounts:
          Demand deposit accounts            $4,197,814          $-    0.00%
          NOW accounts                        6,135,210      10,089    0.65%
          Customer repurchase agreements        963,885       1,516    0.62%
          Savings accounts                    3,138,766       4,329    0.55%
          Money market accounts               6,744,627      15,526    0.91%
        Core and other customer related
         accounts                            21,180,302      31,460    0.59%
        Time deposits                         6,138,121      37,187    2.40%
        Total                                27,318,423      68,647    1.00%

      Borrowings:
        Federal Home Loan Bank advances       6,192,197      69,045    4.38%
        Fed funds and repurchase agreements   2,281,145       5,996    1.05%
        Other borrowings                      2,905,569      23,137    3.15%
        Total borrowings                     11,378,911      98,178    3.40%
        Total funding liabilities            38,697,334     166,825    1.70%
    Other liabilities                           769,280
        Total liabilities                    39,466,614
    Stockholders' equity                      3,167,433
        Total liabilities and
         stockholders' equity               $42,634,047
    Net interest income                                    $318,765
    Interest rate spread                                               2.98%
    Net interest margin                                                3.39%


    (1) Tax equivalent basis


     Sovereign Bancorp, Inc. and Subsidiaries
     AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
     (unaudited)
                                                    Year to Date
                                                  December 31, 2004
                                            Average                  Yield/
    (dollars in thousands)                  Balance    Interest (1)   Rate
    Earning assets:
       Investment securities               $14,242,255     $699,481   4.91%
       Loans:
         Commercial                         12,530,293      613,541   4.90%
         Consumer                           12,185,904      630,029   5.17%
         Residential mortgages               6,215,557      328,625   5.29%
         Total loans                        30,931,754    1,572,195   5.08%
         Allowance for loan losses            (375,581)
         Total earning assets               44,798,428   $2,271,676   5.07%
    Other assets                             5,744,518
         Total assets                      $50,542,946

    Funding liabilities:
      Deposits and other customer related
       accounts:
          Demand deposit accounts           $4,698,584           $-   0.00%
          NOW accounts                       6,744,813       56,503   0.84%
          Customer repurchase agreements       834,636        7,462   0.89%
          Savings accounts                   3,498,539       19,417   0.56%
          Money market accounts              7,633,932       81,992   1.07%
        Core and other customer related
         accounts                           23,410,504      165,374   0.71%
        Time deposits                        6,599,223      137,671   2.09%
        Total                               30,009,727      303,045   1.01%
      Borrowings:
        Federal Home Loan Bank advances      9,132,898      346,461   3.79%
        Fed funds and repurchase agreements  2,720,426       46,361   1.70%
        Other borrowings                     3,738,577      123,460   3.30%
        Total borrowings                    15,591,901      516,282   3.31%
        Total funding liabilities           45,601,628      819,327   1.80%
    Other liabilities                          718,195
        Total liabilities                   46,319,823
    Stockholders' equity                     4,223,123
        Total liabilities and
         stockholders' equity              $50,542,946
    Net interest income                                  $1,452,349
    Interest rate spread                                              2.87%
    Net interest margin                                               3.24%


                                                    Year to Date
                                                  December 31, 2003
                                            Average                  Yield/
    (dollars in thousands)                  Balance    Interest (1)   Rate
    Earning assets:
       Investment securities               $12,025,913     $637,992   5.31%
       Loans:
        Commercial                          10,619,491      530,968   5.00%
        Consumer                             9,182,145      521,679   5.68%
        Residential mortgages                4,520,506      266,809   5.90%
        Total loans                         24,322,142    1,319,456   5.42%
        Allowance for loan losses             (315,075)
        Total earning assets                36,032,980   $1,957,448   5.43%
    Other assets                             5,370,184
        Total assets                       $41,403,164

    Funding liabilities:
      Deposits and other customer related
       accounts:
          Demand deposit accounts           $4,087,652           $-   0.00%
          NOW accounts                       5,986,218       50,398   0.84%
          Customer repurchase agreements       989,401        7,154   0.72%
          Savings accounts                   3,109,844       22,403   0.72%
          Money market accounts              6,286,992       68,458   1.09%
        Core and other customer related
         accounts                           20,460,107      148,413   0.73%
        Time deposits                        6,513,741      172,276   2.64%
        Total                               26,973,848      320,689   1.19%
      Borrowings:
        Federal Home Loan Bank advances      5,948,085      293,982   4.94%
        Fed funds and repurchase agreements  2,050,401        9,877   0.48%
        Other borrowings                     2,292,602       99,575   4.34%
        Total borrowings                    10,291,088      403,434   3.92%
        Total funding liabilities           37,264,936      724,123   1.94%
    Other liabilities                        1,142,485
        Total liabilities                   38,407,421
    Stockholders' equity                     2,995,743
        Total liabilities and
         stockholders' equity              $41,403,164
    Net interest income                                  $1,233,325
    Interest rate spread                                              2.98%
    Net interest margin                                               3.42%


    (1) Tax equivalent basis



      Sovereign Bancorp, Inc. and Subsidiaries
      SUPPLEMENTAL INFORMATION
      (unaudited)

    NON-PERFORMING ASSETS

                              Dec. 31   Sept. 30  June 30   Mar. 31   Dec. 31
    (dollars in thousands)      2004      2004      2004      2004      2003
    Non-accrual loans:
      Commercial              $80,799   $89,061   $90,370  $113,734  $129,029
      Consumer                 28,021    24,417    27,923    31,573    30,921
      Residential mortgages    33,656    32,858    32,635    41,925    38,195
      Total non-accrual loans 142,476   146,336   150,928   187,232   198,145
    Restructured loans          1,097     1,205     1,262     1,378     1,235
      Total non-performing
       loans                  143,573   147,541   152,190   188,610   199,380
    Real estate owned, net     12,276    16,397    19,609    18,349    17,016
    Other repossessed assets    4,247     4,824     4,268     5,006     4,051
      Total non-performing
       assets                $160,096  $168,762  $176,067  $211,965  $220,447

    Non-performing loans as
     a percentage of total
     loans                      0.39%     0.42%     0.52%     0.68%     0.76%
    Non-performing assets as
     a percentage of total
     assets                     0.29%     0.30%     0.36%     0.45%     0.51%
    Non-performing assets as
     a percentage of total
     loans, real estate
     owned and repossessed
     assets                     0.44%     0.48%     0.60%     0.76%     0.84%
    Allowance for loan
     losses as a percentage
     of non-performing loans     285%      276%      232%      186%      164%


    NET LOAN CHARGE-OFFS

                                  Dec. 31 Sept. 30  June 30  Mar. 31  Dec. 31
    Quarters ended (in thousands)   2004     2004     2004     2004     2003
      Commercial real estate         $614  $(1,064)  $6,117   $3,558      $98
      Commercial and industrial
       and other                   10,357   10,823   14,502   19,767   25,755
      Total Commercial             10,971    9,759   20,619   23,325   25,853

      Auto loans                   10,641    7,615    6,418    7,408    5,521
      Home equity loans and other   2,840    2,770    3,268    3,605    3,277
      Total Consumer               13,481   10,385    9,686   11,013    8,798

      Residential mortgages           444      326       65      209      138
        Total                     $24,896  $20,470  $30,370  $34,547  $34,789


    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period

                                          Dec. 31     Sept. 30      June 30
    Quarters ended (in thousands)           2004         2004         2004
      Demand deposit accounts            $5,087,531   $5,072,090   $4,698,610
      NOW accounts                        7,838,584    7,748,012    6,554,831
      Customer repurchase agreements        837,643      848,890      810,062
      Savings accounts                    3,807,099    3,667,116    3,303,890
      Money market accounts               7,870,288    8,407,688    7,456,917
      Certificates of deposits            7,114,373    7,357,882    6,176,310
         Total                          $32,555,518  $33,101,678  $29,000,620

                                                 Mar. 31           Dec. 31
    Quarters ended (in thousands)                 2004              2003
      Demand deposit accounts                   $4,481,546        $4,306,376
      NOW accounts                               6,248,412         6,068,163
      Customer repurchase agreements               789,524         1,017,544
      Savings accounts                           3,317,836         3,098,892
      Money market accounts                      7,102,117         6,843,131
      Certificates of deposits                   6,178,871         6,009,902
        Total                                  $28,118,306       $27,344,008


    LOAN COMPOSITION - End of period

                                          Dec. 31     Sept. 30      June 30
    Quarters ended (in thousands)           2004         2004         2004
      Commercial real estate             $5,824,133   $5,800,536   $5,050,915
      Commercial industrial loans         8,040,107    7,645,199    7,200,541
    Total commercial loans               13,864,240   13,445,735   12,251,456
      Home equity loans                   9,577,656    8,988,139    7,790,049
      Auto loans                          4,205,547    4,340,487    3,631,153
      Other                                 486,140      528,366      564,905
    Total consumer loans                 14,269,343   13,856,992   11,986,107
    Total residential loans               8,497,496    7,958,974    4,892,305
    Total loans                         $36,631,079  $35,261,701  $29,129,868

                                                 Mar. 31           Dec. 31
    Quarters ended (in thousands)                  2004              2003
      Commercial real estate                    $4,993,700        $4,702,046
      Commercial industrial loans                6,926,275         6,361,640
    Total commercial loans                      11,919,975        11,063,686
      Home equity loans                          6,971,401         6,457,682
      Auto loans                                 3,621,169         3,240,383
      Other                                        419,533           312,224
    Total consumer loans                        11,012,103        10,010,289
    Total residential loans                      4,806,494         5,074,684
    Total loans                                $27,738,572       $26,148,659



      Sovereign Bancorp, Inc. and Subsidiaries
      SUPPLEMENTAL INFORMATION
      (unaudited)

    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average

                                       Dec. 31         Sept. 30       June 30
    Quarters ended (in thousands)        2004            2004          2004
      Demand deposit accounts         $5,103,981      $4,936,996    $4,506,601
      NOW accounts                     7,544,694       7,117,978     6,313,501
      Customer repurchase agreements     851,928         821,182       784,850
      Savings accounts                 3,821,004       3,621,567     3,328,743
      Money market accounts            8,082,448       8,256,017     7,167,639
      Certificates of deposits         7,221,061       6,985,446     6,070,703
         Total                       $32,625,116     $31,739,186   $28,172,037


                                              Mar. 31        Dec. 31
    Quarters ended (in thousands)               2004           2003
      Demand deposit accounts                $4,239,684     $4,197,814
      NOW accounts                            5,990,184      6,135,210
      Customer repurchase agreements            880,544        963,885
      Savings accounts                        3,217,946      3,138,766
      Money market accounts                   7,017,860      6,744,627
      Certificates of deposits                6,108,153      6,138,121
        Total                               $27,454,371    $27,318,423


    LOAN COMPOSITION - Average

                                       Dec. 31        Sept. 30       June 30
    Quarters ended (in thousands)       2004            2004          2004
      Commercial real estate         $5,788,936      $5,621,144    $5,014,765
      Commercial industrial loans     6,953,564       6,534,378     6,214,663
      Other                             857,351         850,871       855,453
    Total commercial loans           13,599,851      13,006,393    12,084,881
      Home equity loans               9,245,711       8,177,146     7,206,082
      Auto loans                      4,266,466       4,198,175     3,636,061
      Other                             508,705         544,404       460,269
    Total consumer loans             14,020,882      12,919,725    11,302,412
    Total residential loans           8,199,190       6,675,476     4,854,811
    Total loans                     $35,819,923     $32,601,594   $28,242,104

                                                Mar. 31         Dec. 31
    Quarters ended (in thousands)                 2004           2003
      Commercial real estate                   $4,869,200     $4,662,734
      Commercial industrial loans               5,669,558      5,336,532
      Other                                       874,302        881,626
    Total commercial loans                     11,413,060     10,880,892
      Home equity loans                         6,666,343      6,241,296
      Auto loans                                3,457,105      3,248,915
      Other                                       348,921        319,592
    Total consumer loans                       10,472,369      9,809,803
    Total residential loans                     5,105,900      4,726,609
    Total loans                               $26,991,329    $25,417,304



      Sovereign Bancorp, Inc. and Subsidiaries
      RECONCILIATION OF OPERATING EARNINGS TO REPORTED EARNINGS
      (unaudited)

    Operating earnings represent net income excluding the after-tax effects of
special items, including significant gains or losses that are unusual in
nature or are associated with acquiring or integrating businesses, losses on
the early retirement of debt, other than temporary impairment charges on
Fannie Mae and Freddie Mac preferred equity securities, amortization of
intangible assets, and stock based compensation arrangements.  Additionally,
for 2004, operating earnings excludes the impact of EITF 04-8.  See Note 2
below for details of this accounting pronouncement.  The table below
reconciles our GAAP earnings to operating earnings.


    (dollars in thousands, except
     per share data - all amounts are
     after tax)                                     Quarter Ended
                                                    Total dollars
                                           Dec. 31     Sept. 30    Dec. 31
                                             2004        2004        2003

    Net income as reported                  $137,429     $82,542    $112,587
    Contingently convertible trust
     preferred interest expense, net of
     tax (1)                                   6,318       6,310           -
    Net income/(loss) for EPS purposes      $143,747     $88,852    $112,587

    Weighted average diluted shares for
     GAAP EPS                                377,625     367,782     298,508

    Reconciliation to operating earnings

    Weighted average diluted shares for
     GAAP EPS                                377,625     367,782     298,508
    Exclude dilutive effect of EITF 04-8
     on contingently convertible debt (1)    (26,082)    (26,082)         -
    Adjusted weighted average diluted
     shares                                  351,543     341,700     298,508

    Net income and EPS as reported based
     on adjusted share count (1)            $137,429     $82,542    $112,587

      Business acquisitions:
        Merger related and integration
         costs (3)                            (3,360)     18,162          -
        Provision for loan loss                   -           -           -
      Loss on debt extinguishment                 -       42,605          -

      Impairment charges on FNMA and FHLMC
       Preferred Stock                        20,891          -           -
      Amortization of intangibles             12,562      14,578      12,112
      Stock based compensation (2)             3,679       3,671       2,555
    Operating earnings                      $171,201    $161,558    $127,254


                                                    Quarter Ended
                                                      Per share
                                             Dec. 31     Sept. 30    Dec. 31
                                               2004        2004        2003

    Net income as reported
    Contingently convertible trust
     preferred interest expense, net of
     tax (1)
    Net income/(loss) for EPS purposes         $0.38       $0.24       $0.38

    Weighted average diluted shares for
     GAAP EPS

    Reconciliation to operating earnings

    Weighted average diluted shares for
     GAAP EPS
    Exclude dilutive effect of EITF 04-8
     on contingently convertible debt (1)
    Adjusted weighted average diluted
     shares

    Net income and EPS as reported based
     on adjusted share count (1)               $0.39       $0.24       $0.38

      Business acquisitions:
        Merger related and integration
         costs (3)                             (0.01)       0.05         -
        Provision for loan loss                  -           -           -
      Loss on debt extinguishment                -          0.12         -

      Impairment charges on FNMA and FHLMC
       Preferred Stock                          0.06         -           -
      Amortization of intangibles               0.04        0.04        0.04
      Stock based compensation (2)              0.01        0.01        0.01
    Operating earnings                         $0.49       $0.47       $0.43


                                                        Year to Date
                                                       Total dollars
                                                  Dec. 31           Dec. 31
                                                    2004              2003

    Net income as reported                        $453,552          $401,851
    Contingently convertible trust
     preferred interest expense, net of tax (1)     21,212                 -
    Net income/(loss) for EPS purposes            $474,764          $401,851

    Weighted average diluted shares for
     GAAP EPS                                      350,296           290,477

    Reconciliation to operating earnings

    Weighted average diluted shares for GAAP EPS   350,296           290,477
    Exclude dilutive effect of EITF 04-8
     on contingently convertible debt (1)          (21,736)               -
    Adjusted weighted average diluted shares       328,560           290,477

    Net income and EPS as reported based
     on adjusted share count (1)                  $453,552          $401,851

      Business acquisitions:
        Merger related and integration costs (3)    30,134                 -
        Provision for loan loss                      3,900                 -
      Loss on debt extinguishment                   42,605            18,838

      Impairment charges on FNMA and FHLMC
       Preferred Stock                              20,891                -
      Amortization of intangibles                   51,186            50,100
      Stock based compensation (2)                  14,579            10,819
    Operating earnings                            $616,847          $481,608


                                                         Year to Date
                                                          Per Share
                                                   Dec. 31           Dec. 31
                                                     2004              2003

    Net income as reported
    Contingently convertible trust
     preferred interest expense, net of tax (1)
    Net income/(loss) for EPS purposes               $1.36             $1.38

    Weighted average diluted shares for
     GAAP EPS

    Reconciliation to operating earnings

    Weighted average diluted shares for GAAP EPS
    Exclude dilutive effect of EITF 04-8
     on contingently convertible debt (1)
    Adjusted weighted average diluted shares

    Net income and EPS as reported based
     on adjusted share count (1)                     $1.38             $1.38

      Business acquisitions:
        Merger related and integration costs (3)      0.10               -
        Provision for loan loss                       0.01               -
      Loss on debt extinguishment                     0.13              0.07

      Impairment charges on FNMA and FHLMC
       Preferred Stock                                0.06               -
      Amortization of intangibles                     0.16              0.17
      Stock based compensation (2)                    0.04              0.04
    Operating earnings                               $1.88             $1.66


                                                      Forward-
                                                      Looking
                                                     Per Share

                                                       2005

    Net income as reported
    Contingently convertible trust
     preferred interest expense, net of tax (1)
    Net income/(loss) for EPS purposes             $1.84 - $1.94

    Weighted average diluted shares for GAAP EPS

    Reconciliation to operating earnings

    Weighted average diluted shares for GAAP EPS
    Exclude dilutive effect of EITF 04-8
     on contingently convertible debt (1)
    Adjusted weighted average diluted shares

    Net income and EPS as reported based
     on adjusted share count (1)

      Business acquisitions:
        Merger related and integration costs (3)       .04 - .06
        Provision for loan loss                               -
      Loss on debt extinguishment                             -

      Impairment charges on FNMA and FHLMC
       Preferred Stock
      Amortization of intangibles                           0.12
      Stock based compensation (2)                          0.05
    Operating earnings                             $2.05 - $2.17

    (1) Effective in the fourth quarter of 2004, Sovereign adopted EITF 04-8
        "Accounting Issues Related to Certain Features of Contingently
        Convertible Debt and the Effect on Diluted Earnings per Share."
        This EITF requires the potential dilution from contingently
        convertible debt be included in the calculation of diluted earnings
        per share upon the issuance of the debt and that the after tax
        impact of the interest expense on this debt be added back to net
        income for earnings per share purposes.  Sovereign issued $800 million
        of contingently convertible trust preferred equity income redeemable
        securities in the first quarter of 2004.  Prior period earnings per
        share were restated.  We have excluded the impact of this
        pronouncement in our calculation of 2004 operating earnings per share.

    (2) Stock based compensation encompasses arrangements with employees
        under which the Company's obligation will be settled by using stock
        rather than cash and includes expense related to stock options,
        restricted stock, bonus deferral plans, and ESOP expense.

    (3) In the fourth quarter of 2004, Sovereign subleased and terminated
        certain lease obligations on Sovereign branches that were closed as a
        result of the First Essex and Seacoast acquisitions.  This resulted
        in an after-tax benefit of $3.4 million when compared with our
        initial accrual estimates on these specific branch locations.



      Sovereign Bancorp, Inc. and Subsidiaries
      SUPPLEMENTAL INFORMATION
      (unaudited)

    Purchase of First Essex Bancorp Inc. ("First Essex")

    On February 6, 2004 Sovereign completed the purchase of First Essex and
the results of its operations are included from purchase date through December
31, 2004.  Sovereign issued 12.7 million shares of common stock and exchanged
Sovereign stock options for existing First Essex stock options, whose combined
value totaled $209.4 million and made cash payments of $208.2 million to
acquire and convert all outstanding First Essex shares and stock options and
pay associated fees.  The preliminary purchase price was allocated to acquired
assets and liabilities of First Essex based on fair value as of February 6,
2004.  The company is in the process of finalizing these values and as such
the allocation of the purchase price is subject to revision.

    Assets and Liabilities Acquired from First Essex:

    (dollars in millions)

    Assets                                Liabilities
    Investments                 $395.0    Deposits:
    Loans:                                  Core                      $777.0
      Commercial                 710.4      Time                       488.6
      Consumer                   435.6        Total deposits         1,265.6
      Residential mortgages       52.2    Borrowings and other debt
                                           obligations                 237.0
        Total loans            1,198.2    Other liabilities             23.0
    Less allowance for loan
     losses                      (14.7)
        Total loans, net       1,183.5    Total liabilities         $1,525.6
    Federal funds and cash      (199.0)
    Premises and equipment, net    9.4
    Other assets                  71.7
    Core deposit intangible       15.5
    Goodwill                     258.9

        Total assets          $1,735.0

    In connection with the First Essex acquisition, Sovereign recorded charges
against its earnings for the three-month period ended March 31, 2004 for an
additional loan loss provision of $6.0 million pretax ($3.9 million net of
tax) to conform First Essex's allowance for loan losses to Sovereign's reserve
policies and for merger related expenses of $23.6 million pretax ($15.3
million net of tax).



      Sovereign Bancorp, Inc. and Subsidiaries
      SUPPLEMENTAL INFORMATION
      (unaudited)

    Purchase of Seacoast Bancorp Inc. ("Seacoast")

    On July 23, 2004, Sovereign completed the purchase of Seacoast and the
results of its operations are included from purchase date through December 31,
2004.  Sovereign issued 36.2 million shares of common stock and exchanged
Sovereign stock options for existing Seacoast stock options, whose combined
value totaled $817.5 million and made cash payments of $256.2 million to
acquire and convert all outstanding Seacoast shares and stock options and pay
associated fees.  The preliminary purchase price was allocated to acquired
assets and liabilities of Seacoast based on fair value as of July 23, 2004.
The company is in the process of finalizing these values and as such the
allocation of the purchase price is subject to revision.

    Assets and Liabilities Acquired from Seacoast:

    (dollars in millions)

    Assets                                Liabilities
    Investments                 $692.0    Deposits:
    Loans:                                  Core                    $2,451.5
      Commercial                 966.4      Time                     1,202.9
      Consumer                 1,015.2        Total deposits         3,654.4
      Residential mortgages    2,120.4    Borrowings and other debt
                                           obligations               1,158.5
        Total loans            4,102.0    Other liabilities             84.9
    Less allowance for loan
     losses                      (49.4)
        Total loans, net       4,052.6    Total liabilities         $4,897.8
    Cash paid, net of cash
     acquired                     (9.2)
    Premises and equipment, net   56.5
    Other assets                  39.5
    Core deposit intangible       45.0
    Goodwill                     838.9

        Total assets          $5,715.3

    In connection with the Seacoast acquisition, Sovereign recorded charges
against its earnings for the three-month period ended September 30, 2004 for
merger related expenses of $27.9 million pretax ($18.2 million net of tax).


SOURCE Sovereign Bancorp, Inc.




Back to Topback to top

Related links:
  • http://www.sovereignbank.com
    CONTACT:
    FINANCIAL: Jim Hogan, +1-610-320-8496, or
    jhogan@sovereignbank.com, or Mark McCollom, +1-610-208-6426, or
    mmccollo@sovereignbank.com, or Stacey Weikel, +1-610-208-6112, or
    sweikel@sovereignbank.com; or MEDIA: Ed Shultz, +1-610-378-6159,
    or eshultz1@sovereignbank.com, all of Sovereign Bancorp