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Sovereign Bancorp, Inc. Announces First Quarter 2007 Earnings

    PHILADELPHIA, April 18 /PRNewswire-FirstCall/ -- Sovereign Bancorp,
Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"),
today reported net income for the first quarter of 2007 of $48.1 million,
or $.09 per diluted share as compared to $141 million, or $.36 per diluted
share, for the first quarter of 2006. Net income in first quarter of 2007
included net charges related to the previously announced expense reduction
initiative and balance sheet restructuring of $52.3 million after-tax or
$.11 per share, as well as merger related and other one-time charges which
in the aggregate was less than $.01 per share. In addition, a charge
related to the correspondent home equity held for sale portfolio was
recorded of $76.4 million after-tax or $.15 per share. Net income in the
first quarter of 2006 included charges related to proxy and related
professional fees of $9.3 million after-tax, or $.02 per share.
    For the quarter ended March 31, 2007, Sovereign's operating earnings
for EPS purposes were $180 million, or $.35 per diluted share, which
excluded the charges mentioned above, as compared to $155 million, or $.38
per diluted share a year ago, which also excluded the above-mentioned
charges. A reconciliation of net income to operating earnings, as well as
the related earnings per share amounts, is included in a later section of
this release.
    Commenting on results for the first quarter of 2007, Joseph P.
Campanelli, Sovereign's President and CEO, stated, "We are on-track with
respect to our cost-cutting goals, as our G&A expenses declined $25 million
on a linked quarter basis. We substantially completed our balance sheet
restructuring during the quarter, and despite the additional charges
required, we are pleased to report reductions in wholesale assets in excess
of $6 billion, and reductions of wholesale borrowings in excess of $9
billion. Credit quality remains within an expected tolerance. Our core
commercial and consumer loan growth was strong during the quarter."
    Net Interest Income and Margin
    For the first quarter of 2007, Sovereign reported net interest income
of $488 million as compared to $404 million in the first quarter of 2006.
Sovereign's average loan balances, including acquisitions and loans
held-for-sale, increased by $17.0 billion over last year. Reflecting the
loan sales that settled during the first quarter of 2007, average loan
balances decreased about $2.2 billion on a linked quarter basis to $61.2
billion. The period-end loan portfolio decreased by approximately $6.4
billion from fourth quarter levels, reflecting the sale of approximately
$2.5 billion of residential mortgage loans, $1.3 billion of multi-family
loans, and $3.3 billion of correspondent home equity loans that settled
during the first quarter as well as planned runoff in residential mortgage
loans. This decrease was partially offset by strong auto loan growth and
growth in commercial loans. Sovereign's average core deposits, including
acquisitions, increased $9.2 billion over last year and decreased $267
million linked quarter to $36.1 billion, driven by reductions in
higher-cost categories.
    Net interest margin was 2.70% for the first quarter of 2007 as compared
to 2.60% in the fourth quarter of 2006 and 3.00% a year ago. The increase
in net interest margin reflects the partial effects of the balance sheet
restructuring, which settled throughout the first quarter of 2007, as well
as additional loan prepayment fees. The yield on interest earning assets
expanded 15 basis points during the quarter while total funding costs
increased 6 basis points during the same period.
    Non-Interest Income
    Total fees and other income before security gains totaled $45.9 million
for the first quarter of 2007 compared to $134 million a year ago and $149
million last quarter. Included in first quarter fee income was the
aforementioned charge of $120 million related to the correspondent home
equity portfolio due primarily to widening of credit spreads. Consumer and
commercial banking fees increased 18% from a year ago, primarily a result
of the Independence acquisition, and were down 3.6% from the fourth quarter
of 2006. Fee revenues on a linked quarter basis were impacted by seasonal
factors typically present in the consumer banking fees the first quarter of
each year.
    Mortgage banking revenues for the quarter were a loss of $107 million,
compared to a loss of $7.6 million last quarter and gains of $13.0 million
in the same quarter a year ago. Included in mortgage banking revenues for
the quarter was an additional charge of $120 million related to the sale of
correspondent home equity loans, which included the establishment of a
reserve for any potential loan repurchases that may result from certain
obligations under the sales agreement as well as the lower of cost or
market adjustment for the loans that were not sold. Also included in
mortgage banking revenues was a $6.1 million net gain related to the sale
of approximately $1.3 billion of multi-family loans.
    Non-Interest Expense
    G&A expenses were $330 million for the first quarter of 2007, down $25
million or 7.0% from the fourth quarter of 2006 as a result of expense
reduction initiatives implemented late in the fourth quarter and during the
first quarter of 2007 and decreased marketing expenditures in the first
quarter of 2007. G&A expenses to average assets were 1.53% for the quarter,
compared to 1.56% in the fourth quarter of 2006 and 1.77% a year ago.
    First Quarter Charges
    Several charges are reflected in Sovereign's financial statements this
quarter. These charges relate to the previously announced cost cutting and
balance sheet restructuring program and the Independence acquisition.
Management believes that these events are unusual in nature, and therefore
has excluded these charges from its operating earnings definition in order
for analysts and investors to obtain a clearer picture of Sovereign's
earnings stream going forward. Because these charges impact several
categories of Sovereign's income statement, the following table highlights
which items management has designated as special charges, and where these
charges are reflected:
                                    Pre-tax
    Income Statement Line Item  (Charge)/Benefit    Explanation

    Balance Sheet Restructuring Gain/(Loss):

    Mortgage Banking Revenue    $(120) million   Charge related to
                                                 correspondent home
                                                 equity loans

                                  $6.1 million   Net gain on sale of $1.3
                                                 billion multi-family loans

    Expense Reduction Initiative and Independence Acquisition Charges:

    Other Expense              $(43.4) million   Charges associated with the
                                                 freezing of the ESOP

                               $(20.0) million   Reduction in workforce and
                                                 other restructuring

                                $(2.1) million   Merger and integration
                                                 charges related to
                                                 Independence
    Asset Quality
    Annualized net charge-offs were .16% of average loans for the first
quarter, compared to .29% (excluding special charges) in the fourth quarter
of 2006 and .26% a year ago. In dollars, net charge-offs were $24.1 million
this quarter versus $46.4 million (excluding credit charges related to the
correspondent home equity portfolio and residential mortgage loans) in the
prior quarter and $28.3 million a year ago.
    Non-performing loans to total loans held for investment increased 4
basis points from fourth quarter levels to .39%. Non-performing loans
increased by $23.7 million from last quarter to $218 million. The allowance
for credit losses to non-performing loans was 231% at March 31, 2007, as
compared to 251% at December 31, 2006 and 239% at March 31, 2006.
    Sovereign's provision for credit losses was $46.0 million this quarter,
compared to $366 million in the fourth quarter of 2006 and $29.0 million in
the first quarter of 2006. The provision for credit losses in the prior
quarter included a $296 million lower of cost or market adjustment on the
correspondent home equity portfolio held-for-sale.
    Sovereign has limited exposure to both sub-prime and Alt-A residential
mortgages. Sovereign's sub-prime mortgage exposure is approximately $320
million, or about 2% of residential mortgage loans outstanding. Sovereign's
Alt-A exposure is $2.6 billion, or 18% of residential mortgage loans
outstanding, down from about 25% at year-end due to the sale of residential
mortgage loans during the quarter. Delinquencies in the Alt-A mortgage
portfolio were 3.43% at March 31, 2007 as compared to 3.79% at year-end and
2.14% a year ago.
    Capital
    Sovereign's Tier 1 leverage ratio was 6.25% at March 31, 2007, up from
5.73% at year-end. Tangible equity to tangible assets, which includes
preferred stock, was 4.20%. Tangible common equity to tangible assets was
3.94%. The equity to assets ratio was 10.57% at March 31, 2007. Sovereign
Bank's Tier 1 leverage ratio was 6.82% and the Bank's total risk-based
capital ratio was 10.48% at March 31, 2007.
    On April 13, 2007, Moody's raised the ratings of Sovereign and its
affiliates one notch. Sovereign's senior unsecured rating was raised to A3
from Baa1, the long-term deposits rating on Sovereign Bank was raised to A2
from A3 and the short-term deposits rating was raised to P-1 from P-2.
Moody's noted that the ratings reflect Sovereign's solid market shares in
its direct banking franchise in the New England and Mid-Atlantic states and
a diversified loan portfolio. Upward pressure on the rating would occur if
Sovereign were to demonstrate the successful integration of Independence
resulting in an improved franchise and profitability and restoring its
capital ratios promptly.
    About Sovereign
    Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent
company of Sovereign Bank, a financial institution with $82 billion in
assets as of March 31, 2007 with principal markets in the Northeast United
States. Sovereign Bank has nearly 785 community banking offices, over 2,300
ATMs and approximately 11,350 team members. Sovereign offers a broad array
of financial services and products including retail banking, business and
corporate banking, cash management, capital markets, wealth management and
insurance. 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.
    Investors, analysts and other interested parties will have the
opportunity to listen to a live web-cast of Sovereign's First Quarter 2007
earnings call on Thursday, April 19 beginning at 9:00 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=1511632 . International parties are invited to
dial into the conference call at 706-679-7706. The webcast and replay can
be accessed anytime from 9:00 a.m. ET on Thursday, April 19, 2007 through
12:00 a.m. ET on July 18, 2007. Questions may be submitted during the call
via email accessible from Sovereign Bancorp's broadcast and Investor
Relations sites. A telephone replay will be accessible from 11:00 a.m. ET
on Thursday, April 19, 2007 through 12:00 a.m. ET (midnight) on Thursday,
April 26 2007 by dialing 1-800-642-1687, confirmation id #3572082.
    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 measure of Operating
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. Operating
earnings for 2006 and 2007 EPS purposes represent net income adjusted for
the after-tax effects of merger-related and integration charges, certain
restructuring charges, other-than-temporary impairment charges on Fannie
Mae and Freddie Mac preferred equity securities and proxy and related
professional fees. 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 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 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; other economic, competitive, governmental, regulatory, and
technological factors affecting the Company's operations, integrations,
pricing, products and services; and acts of God, including natural
disasters.
    Sovereign Bancorp is followed by several market analysts. Please note
that any opinions, estimates, forecasts, or predictions regarding Sovereign
Bancorp's performance or recommendations regarding Sovereign's securities
made by these analysts are theirs alone and do not represent opinions,
estimates, forecasts, predictions or recommendations of Sovereign Bancorp
or its management. Sovereign Bancorp does not by its reference to any
analyst opinions, estimates, forecasts regarding Sovereign's performance or
recommendations regarding Sovereign's securities imply Sovereign's
endorsement of or concurrence with such information, conclusions or
recommendations.
    Sovereign Bancorp, Inc. and Subsidiaries
    FINANCIAL HIGHLIGHTS
    (unaudited)
                                                   Quarter Ended
                                      Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
                                        2007    2006    2006     2006    2006
    (dollars in millions, except per
     share data)

    Operating Data

    Net income (loss)                  $48.1  $(129.4) $184.0  $(59.1) $141.4
    Net income (loss) for EPS
     purposes                           44.4   (133.1)  188.5   (61.5)  147.7
    Operating earnings for EPS
     purposes (1)                      179.6    166.6   207.0   163.2   155.2
    Net interest income                487.9    487.0   491.8   438.8   404.0
    Provision for credit losses (6)     46.0    366.0    45.0    44.5    29.0
    Total fees and other income
     before securities transactions
     (7)                                45.9    149.4   171.9   142.0   134.3
    Net gain (loss) on investment
     securities (8)                      1.0    (36.1)   29.2  (305.0)      -
    G&A expense                        330.0    354.9   351.8   303.3   280.0
    Other expenses (9)                 116.8    134.5    75.3    58.9    44.8

    Performance Statistics

    Bancorp

    Net interest margin                2.70%    2.60%   2.64%   2.86%   3.00%
    Return on average assets           0.22%   -0.57%   0.81%  -0.32%   0.90%
    Operating return on average
     assets  (1)                       0.83%    0.73%   0.91%   0.89%   0.98%
    Return on average equity           2.23%   -5.82%   8.47%  -3.54%   9.72%
    Operating return on average
     equity  (1)                       8.34%    7.49%   9.52%   9.77%  10.68%
    Return on average tangible equity  6.01%  -15.54%  23.72%  -8.16%  19.29%
    Operating return on average
     tangible equity (1)              22.46%   20.00%  26.68%  22.54%  21.18%
    Annualized net loan charge-offs
     to average loans (10)             0.16%    2.75%   0.23%   0.23%   0.26%
    G & A expense to average assets    1.53%    1.56%   1.55%   1.66%   1.77%
    Efficiency ratio  (3)             61.83%   55.77%  53.01%  52.22%  52.01%

    Per Share Data

    Basic earnings (loss) per
     share (2)                         $0.09   $(0.28)  $0.39  $(0.15)  $0.38
    Diluted earnings (loss) per
     share (2)                          0.09    (0.28)   0.37   (0.15)   0.36
    Operating earnings per
     share (1)(2)                       0.35     0.33    0.41    0.37    0.38
    Dividend declared per share        0.080    0.080   0.080   0.080   0.060
    Common book value (4)              17.87    17.83   18.07   17.50   15.64
    Common stock price:
      High                            $26.42   $25.90  $21.60  $21.76  $21.53
      Low                              24.07    21.27   20.07   20.19   19.57
      Close                            25.44    25.39   21.51   20.31   20.87
    Weighted average common shares:
      Basic (2)                        475.1    473.4   472.4   412.0   376.9
      Diluted (2)(5)                   475.1    473.4   506.1   412.0   410.4
    End-of-period common shares:
      Basic                            475.7    473.8   472.6   471.8   359.3
      Diluted                          509.8    508.7   506.5   505.5   391.1


    NOTES:

     (1) Operating earnings represent net income excluding the after-tax
         effects of certain items, such as significant gains or losses that
         are unusual in nature or are associated with acquiring or integrating
         businesses, and certain other charges.  See page H and I for a
         reconciliation of GAAP and Non-GAAP measures.

     (2) Prior period earnings per share and weighted average common shares
         have been restated to reflect the 5% stock dividend paid to
         shareholders of record on June 15, 2006.

     (3) 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.

     (4) Common book value equals common stockholders' equity at period-end
         divided by common shares outstanding.

     (5) The conversion of warrants and equity awards and the after-tax add
         back of Sovereign's contingently convertible trust preferred interest
         expense was excluded from Sovereign's GAAP diluted earnings per share
         calculation for the first quarter of 2007 and the second and fourth
         quarters of 2006 since the result would have been anti-dilutive.
         However, for operating earning purposes these items are dilutive and
         as a result they have been added back for operating earnings and
         operating earnings per share purposes.

     (6) The fourth quarter of 2006 includes a lower of cost or market
         adjustment on the correspondent home equity portfolio held for sale
         of $296 million.

     (7) The first quarter of 2007 includes a lower of cost or market
         adjustment of $119.9 million on correspondent home equity loans that
         were not sold as of March 31, 2007.  The fourth quarter of 2006
         includes a net lower of cost or market adjustment associated with the
         residential loan portfolio held for sale of $28.2 million.

     (8) The fourth quarter of 2006 includes a loss of $43 million associated
         with the sale of $1.5 billion of CMO investments.

     (9) The first quarter of 2007 includes $43.4 million of ESOP expense
         related to freezing of the plan and $20 million of charges related to
         employee severance and charges associated with closing certain branch
         locations.  The fourth quarter of 2006 includes $78.7 million of
         severance and restructuring charges.

    (10) Charge-offs for the fourth quarter of 2006 include $389.5 million of
         charge-offs related to the lower of cost or market valuation
         adjustments recorded for correspondent home equity and residential
         loan portfolios that are held for sale as well as a $14 million
         charge-off on a large commercial loan.



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

                                  Mar. 31  Dec. 31 Sept. 30  June 30  Mar. 31
                                    2007     2006     2006     2006     2006
    (dollars in millions)

    Financial Condition Data:

    General
      Total assets                $82,194  $89,642  $90,410  $88,753  $65,060
      Loans (1)                    56,125   62,589   63,178   61,610   45,164
      Total deposits and customer
       related accounts:           52,563   52,385   52,784   52,592   38,820
        Core deposits and other
         customer related
         accounts                  37,001   36,321   36,031   36,593   27,143
        Time deposits              15,562   16,064   16,753   15,999   11,678
      Borrowings                   19,162   26,850   27,101   26,171   19,216
      Minority interests              157      156      210      209      206
      Stockholders' equity          8,695    8,644    8,734    8,451    5,900
      Goodwill                      5,006    5,005    4,990    4,930    2,715
      Core deposit and other
       intangibles                    465      498      533      633      197

    Asset Quality
      Non-performing assets (2)    $253.9   $221.6   $273.1   $259.1   $200.5
      Non-performing loans (2)      217.6    193.9    232.8    219.7    183.5
      Non-performing assets to
       total assets (2)(3)          0.31%    0.27%    0.30%    0.29%    0.31%
      Non-performing loans to
       loans (2)(3)                 0.39%    0.35%    0.37%    0.36%    0.41%
      Allowance for credit losses  $503.3   $486.3   $558.1   $551.4   $438.5
      Allowance for credit losses
        to total loans (3)          0.90%    0.88%    0.88%    0.90%    0.97%
      Allowance for credit losses
        to non-performing loans (2)  231%     251%     240%     251%     239%

    Capitalization - Bancorp (4)
      Stockholders' equity to
       total assets                10.58%    9.64%    9.66%    9.52%    9.07%
      Tier 1 leverage capital
       ratio                        6.25%    5.73%    5.82%    5.69%    6.74%
      Tangible equity to tangible
       assets                       4.20%    3.73%    3.78%    3.49%    4.81%
      Tangible common equity to
       tangible assets              3.94%    3.50%    3.55%    3.25%    4.81%

    Capitalization - Bank (4)
      Stockholders' equity to
       total assets                12.79%   11.76%   11.65%    9.70%   10.59%
      Tier 1 leverage capital
       ratio                        6.82%    6.22%    6.21%    6.28%    6.97%
      Tier 1 risk-based capital
       ratio                        7.77%    7.52%    7.67%    7.91%    8.52%
      Total risk-based capital
       ratio                       10.48%   10.07%   10.34%   10.28%   10.97%


    (1) Loans at December 31, 2006 include $7.6 billion of loans held for
        sale.

    (2) Non performing loans and assets at March 31, 2007 exclude $22.4
        million of correspondent home equity loans that were written down to
        fair value at March 31, 2007 since they were previously classified as
        held for sale at December 31, 2006.  Sovereign has reclassified these
        loans back into our loan portfolio as of March 31, 2007.  Non-
        performing loans and assets at December 31, 2006 exclude $21.5 million
        of residential non-accrual loans and $66.0 million of home equity non-
        accrual loans that are classified as held for sale.

    (3) The calculation of these ratios at March 31, 2007 excludes
        approximately $600 million of loans that have been marked down to fair
        value as of March 31, 2007.  The calculation of these ratios at
        December 31, 2006 excludes $7.6 billion of loans held for sale.

    (4) 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)


                                           Mar. 31      Dec. 31     Sept. 30
    (dollars in thousands)                   2007         2006        2006

    Assets
    Cash and amounts due from
     depository institutions             $1,669,623   $1,804,117   $1,932,603
    Investments:
        Available-for-sale               13,640,209   13,874,628   12,821,075
        Held-to-maturity                          -            -            -
        Other investments                   703,738    1,003,012    1,020,723
          Total investments              14,343,947   14,877,640   13,841,798
    Loans:
      Commercial                         29,852,212   30,472,343   29,984,325
      Consumer                           26,273,285   32,116,253   33,193,395
        Total loans (1)                  56,125,497   62,588,596   63,177,720
    Less allowance for loan losses         (487,286)    (471,030)    (544,482)
        Total loans, net                 55,638,211   62,117,566   62,633,238
    Premises and equipment, net             588,695      605,707      591,601
    Accrued interest receivable             363,013      422,901      413,018
    Goodwill                              5,006,290    5,005,185    4,989,539
    Core deposit and other intangibles      465,421      498,420      532,626
    Bank owned life insurance             1,745,145    1,725,222    1,704,955
    Other assets                          2,373,220    2,585,091    3,770,681
        Total assets                    $82,193,565  $89,641,849  $90,410,059

    Liabilities and Stockholders' Equity
    Liabilities:
    Deposits and other customer related
     accounts:
        Core and other customer related
         accounts                       $37,001,193  $36,320,674  $36,030,850
        Time deposits                    15,561,764   16,063,880   16,752,764
          Total                          52,562,957   52,384,554   52,783,614
    Borrowings and other debt
     obligations                         19,162,252   26,849,717   27,100,522
    Other liabilities                     1,616,574    1,606,794    1,582,174
        Total liabilities                73,341,783   80,841,065   81,466,310
    Minority interests                      156,896      156,385      209,972
    Stockholders' equity:
      Preferred Stock                       195,445      195,445      195,445
      Common Stock                        6,186,470    6,183,281    6,166,992
      Warrants and stock options            344,979      343,391      338,867
      Unallocated ESOP shares               (19,019)     (19,019)     (21,396)
      Treasury stock                        (22,257)     (49,028)     (57,646)
      Accumulated other comprehensive loss  (13,177)     (24,746)     (74,543)
      Retained earnings                   2,022,445    2,015,075    2,186,058
        Total stockholders' equity        8,694,886    8,644,399    8,733,777
        Total liabilities and
         stockholders' equity           $82,193,565  $89,641,849  $90,410,059


                                                  June 30            Mar. 31
    (dollars in thousands)                          2006              2006

    Assets
    Cash and amounts due from depository
     institutions                               $1,714,042          $997,447
    Investments:
        Available-for-sale                      12,218,168         7,063,492
        Held-to-maturity                                 -         4,936,066
        Other investments                          933,507           670,353
          Total investments                     13,151,675        12,669,911
    Loans:
      Commercial                                28,999,921        17,250,897
      Consumer                                  32,610,190        27,913,516
          Total loans (1)                       61,610,111        45,164,413
    Less allowance for loan losses                (537,372)         (421,860)
          Total loans, net                      61,072,739        44,742,553
    Premises and equipment, net                    587,254           408,119
    Accrued interest receivable                    375,213           275,343
    Goodwill                                     4,929,586         2,715,217
    Core deposit and other intangibles             632,665           196,756
    Bank owned life insurance                    1,686,571         1,027,403
    Other assets                                 4,603,322         2,027,191
          Total assets                         $88,753,067       $65,059,940

    Liabilities and Stockholders' Equity
    Liabilities:
    Deposits and other customer related
     accounts:
       Core and other customer related
        accounts                               $36,593,254       $27,142,655
       Time deposits                            15,999,234        11,677,492
         Total                                  52,592,488        38,820,147
    Borrowings and other debt obligations       26,170,589        19,216,159
    Other liabilities                            1,329,383           917,661
       Total liabilities                        80,092,460        58,953,967
    Minority interests                             209,466           206,141
    Stockholders' equity:
      Preferred Stock                              195,445                 -
      Common Stock                               6,156,925         3,657,038
      Warrants and stock options                   337,637           335,717
      Unallocated ESOP shares                      (21,396)          (21,396)
      Treasury stock                               (65,984)         (466,328)
      Accumulated other comprehensive loss        (193,186)         (211,760)
      Retained earnings                          2,041,700         2,606,561
        Total stockholders' equity               8,451,141         5,899,832
        Total liabilities and stockholders'
         equity                                $88,753,067       $65,059,940


    (1) Loans at December 31, 2006 include $7.6 billion of loans held for
        sale.



    Sovereign Bancorp, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited)
                                             Quarter Ended
    (dollars in
     thousands, except      Mar. 31    Dec. 31   Sept. 30   June 30   Mar. 31
     per share data)          2007       2006       2006      2006      2006

    Interest and dividend
     income:
       Interest on
        interest-earning
        deposits             $6,236     $6,274     $5,408    $2,954    $2,116
       Interest on
        investment
        securities
          Available for
           sale             189,835    192,996    202,831   116,653    90,095
          Held to maturity        -          -          -    50,473    53,553
          Other              14,301     19,508     13,287    13,016     5,603
       Interest on loans  1,016,967  1,035,224  1,019,325   808,922   688,166
           Total interest
            and dividend
            income        1,227,339  1,254,002  1,240,851   992,018   839,533
    Interest expense:
        Deposits and
         related customer
         accounts           413,251    421,472    412,858   306,030   231,837
        Borrowings          326,235    345,498    336,206   247,217   203,738
            Total
             interest
             expense        739,486    766,970    749,064   553,247   435,575
            Net interest
             income         487,853    487,032    491,787   438,771   403,958
    Provision for credit
     losses (3)              46,000    365,961     45,000    44,500    29,000
            Net interest
             income after
             provision
             for credit
             losses         441,853    121,071    446,787   394,271   374,958
    Non-interest income:
        Consumer banking
         fees                68,014     73,389     74,298    67,467    60,798
        Commercial
         banking fees        49,408     48,405     47,690    43,949    39,016
        Mortgage banking
         revenue (1)       (107,205)    (7,606)    14,329     4,524    12,992
        Capital markets
         revenue              5,689      7,358      4,009     2,313     3,889
        Bank owned life
         insurance income    20,509     20,237     20,116    15,359    11,327
        Other                 9,467      7,586     11,409     8,363     6,319
          Total fees and
           other income
           before security
            gains            45,882    149,369    171,851   141,975   134,341
         Net gain/(loss)
          on securities (4)     970    (36,089)    29,154  (305,027)        -
            Total non-
             interest
             income          46,852    113,280    201,005  (163,052)  134,341
    Non-interest expense:
    General and
     administrative
         Compensation and
          benefits          173,796    176,851    182,607   149,467   143,778
         Occupancy and
          equipment          80,519     79,221     78,594    68,155    64,193
         Technology
          expense            23,336     25,680     25,128    23,114    21,566
         Outside services    15,278     19,920     17,928    16,592    14,755
         Marketing expense    8,832     15,731     14,552    14,548    10,222
         Other
          administrative
          expenses           28,235     37,496     33,009    31,417    25,465
            Total
             general and
             administrative 329,996    354,899    351,818   303,293   279,979
    Other expenses:
      Amortization of
       intangibles           33,253     34,302     34,092    24,225    17,219
      Other minority
       interest expense and
       equity method
       expense               18,415     10,974     12,850    17,033    16,034
    Loss on economic
     hedges                       -          -          -    11,387         -
    Proxy and related
     professional fees         (391)         -          -         -    14,337
    Restructuring, other
     employee severance
     and debt repurchase
     charges                 20,032     78,668          -         -         -
    ESOP expense related
     to freezing of plan     43,385          -          -         -         -
    Merger-related and
     integration charges      2,076     10,558     28,403     6,257    (2,798)
        Total other
         expenses           116,770    134,502     75,345    58,902    44,792
           Total
            non-interest
            expense         446,766    489,401    427,163   362,195   324,771
        Income/(loss)
          before income
          taxes              41,939   (255,050)   220,629  (130,976)  184,528
    Income tax expense/
     (benefit)               (6,120)  (125,610)    36,620   (71,920)   43,130
        Net income/(loss)   $48,059  $(129,440)  $184,009  $(59,056) $141,398


    (1) Mortgage banking
        activity is
        summarized below:

    (Losses)/gains on
     sale of mortgage
     loans and related
     securities,
     multifamily loans,
     and home equity
     loans (2)            $(107,064)   $(7,838)   $14,665    $3,136    $9,762
    Net gains/(loss)
     recorded under SFAS
     133                       (388)       821       (423)     (663)    1,090
    Mortgage servicing
     fees, net of
     mortgage servicing
     rights amortization        247      2,863      3,758     2,051     2,140
    Mortgage servicing
     right impairments          -       (3,452)    (3,671)      -         -
         Total mortgage
          banking
          revenues        $(107,205)   $(7,606)   $14,329    $4,524   $12,992


    (2) First quarter of 2007 results include a lower of cost or market
        adjustment of $119.9 million on correspondent home equity loans that
        were not sold as of March 31, 2007.  Fourth quarter of 2006 includes a
        $28.2 million lower of cost or market adjustment on the residential
        loans held for sale, as well as a $5.2 million gain on sale of $455
        million of multi-family loans.

    (3) The fourth quarter of 2006 includes a lower of cost or market
        adjustment on the correspondent home equity portfolio held for sale of
        $296 million as well a $14 million commercial loan charge-off.

    (4) The fourth quarter of 2006 includes a loss of $43 million associated
        with the sale of $1.5 billion of CMO investments.



    Sovereign Bancorp, Inc. and Subsidiaries
    AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
    (unaudited)

                                                  Quarter Ended
                                                  March 31, 2007

    (dollars in                          Average                   Yield/
    thousands)                           Balance     Interest(1)    Rate

    Earning assets:
      Investment securities            $15,175,372     $230,601     6.09%
      Loans:
        Commercial                      24,599,792      438,157     7.21%
        Multi-Family                     5,890,879       98,783     6.72%
        Consumer:
            Residential mortgages       15,592,954      223,023     5.72%
            Home equity loans and
             lines of credit             9,497,940      165,351     7.04%
          Total consumer loans
           secured by real estate       25,090,894      388,374     6.22%
          Auto Loans                     5,186,143       86,142     6.74%
          Other                            422,161        8,821     8.47%
        Total Consumer                  30,699,198      483,337     6.34%
      Total loans                       61,189,869    1,020,277     6.72%
        Allowance for loan losses         (474,518)
    Total earning assets                75,890,723   $1,250,878     6.64%
    Other assets                        11,724,949
        Total assets                   $87,615,672

    Funding liabilities:
      Deposits and other customer
       related accounts:
            NOW accounts                $5,994,720      $16,439     1.11%
            NOW accounts- government
             & wholesale                 4,876,155       61,329     5.10%
            Customer repurchase
             agreements                  1,486,310       16,639     4.54%
            Savings accounts             4,572,309        7,179     0.64%
            Money market accounts        9,150,410       74,261     3.29%
            Money market accounts-
             wholesale                   3,642,754       49,656     5.53%
          Core and other customer
           related accounts             29,722,658      225,503     3.08%
          Time deposits                 15,747,878      187,748     4.84%
      Total deposits and other customer
       related accounts                 45,470,536      413,251     3.69%
      Borrowings:
            Wholesale borrowings        19,842,592      249,264     5.07%
            Other borrowings             5,412,697       76,971     5.71%
      Total borrowings                  25,255,289      326,235     5.21%
    Total funding liabilities           70,725,825      739,486     4.23%
    Non-interest bearing DDA             6,335,301
    Other liabilities                    1,819,565
        Total liabilities               78,880,691
    Stockholders' equity                 8,734,981
        Total liabilities and
         stockholders' equity          $87,615,672
    Net interest income                                $511,392
    Interest rate spread                                            2.41%
    Contribution from interest free funds                           0.29%
    Net interest margin                                             2.70%


                                                    Quarter Ended
                                                  December 31, 2006

    (dollars in                            Average                   Yield/
    thousands)                             Balance     Interest(1)    Rate

    Earning assets:
      Investment securities              $15,546,680     $239,227     6.15%
      Loans:
        Commercial                        24,196,553      437,496     7.18%
        Multi-Family                       6,103,412       97,708     6.39%
        Consumer:
            Residential mortgages         17,897,922      252,415     5.64%
            Home equity loans and
             lines of credit              10,145,548      166,656     6.53%
          Total consumer loans secured
           by real estate                 28,043,470      419,071     5.96%
          Auto Loans                       4,628,603       74,578     6.39%
          Other                              427,026        9,375     8.71%
        Total Consumer                    33,099,099      503,024     6.06%
      Total loans                         63,399,064    1,038,228     6.52%
        Allowance for loan losses           (544,425)
    Total earning assets                  78,401,319   $1,277,455     6.49%
    Other assets                          11,743,219
        Total assets                     $90,144,538

    Funding liabilities:
      Deposits and other customer related
       accounts:
            NOW accounts                  $6,125,347      $17,703     1.15%
            NOW accounts- government
             & wholesale                   4,660,198       60,073     5.11%
            Customer repurchase
             agreements                    1,499,900       17,953     4.75%
            Savings accounts               4,755,332        7,722     0.64%
            Money market accounts          8,688,901       66,816     3.05%
            Money market accounts-
             wholesale                     3,999,190       55,546     5.51%
          Core and other customer related
           accounts                       29,728,868      225,813     3.01%
          Time deposits                   16,469,164      195,659     4.71%
      Total deposits and other customer
       related accounts                   46,198,032      421,472     3.62%
      Borrowings:
            Wholesale borrowings          21,523,167      267,556     4.95%
            Other borrowings               5,389,251       77,942     5.76%
      Total borrowings                    26,912,418      345,498     5.12%
    Total funding liabilities             73,110,450      766,970     4.17%
    Non-interest bearing DDA               6,596,008
    Other liabilities                      1,621,142
        Total liabilities                 81,327,600
    Stockholders' equity                   8,816,938
        Total liabilities and
         stockholders' equity            $90,144,538
    Net interest income                                  $510,485
    Interest rate spread                                              2.32%
    Contribution from interest free funds                             0.28%
    Net interest margin                                               2.60%



                                                      Quarter Ended
                                                      March 31, 2006

    (dollars in                             Average                   Yield/
    thousands)                              Balance     Interest(1)    Rate

    Earning assets:
      Investment securities               $12,715,041    $168,049      5.29%
      Loans:
        Commercial                         16,884,583     290,843      6.98%
        Multi-Family                                -           -      0.00%
        Consumer:
            Residential mortgages          12,777,623     176,652      5.53%
            Home equity loans and
             lines of credit                9,673,570     151,660      6.32%
            Total consumer loans secured
             by real estate                22,451,193     328,312      5.87%
          Auto Loans                        4,409,850      61,383      5.65%
          Other                               476,946       9,185      7.81%
        Total Consumer                     27,337,989     398,880      5.87%
      Total loans                          44,222,572     689,723      6.29%
        Allowance for loan losses            (419,386)
    Total earning assets                   56,518,227    $857,772      6.11%
    Other assets                            7,521,366
        Total assets                      $64,039,593

    Funding liabilities:
      Deposits and other customer related
       accounts:
            NOW accounts                   $4,848,755      $6,737      0.56%
            NOW accounts- government
             & wholesale                    4,275,759      47,772      4.53%
            Customer repurchase agreements  1,025,807       9,898      3.91%
            Savings accounts                3,411,827       6,388      0.76%
            Money market accounts           7,542,671      40,567      2.18%
            Money market accounts-
             wholesale                        648,202       7,501      4.69%
          Core and other customer related
           accounts                        21,753,021     118,863      2.22%
          Time deposits                    11,597,261     112,974      3.95%
      Total deposits and other customer
       related accounts                    33,350,282     231,837      2.82%
      Borrowings:
            Wholesale borrowings           14,164,905     149,718      4.27%
            Other borrowings                4,415,349      54,020      4.91%
      Total borrowings                     18,580,254     203,738      4.43%
    Total funding liabilities              51,930,536     435,575      3.39%
    Non-interest bearing DDA                5,086,989
    Other liabilities                       1,125,329
        Total liabilities                  58,142,854
    Stockholders' equity                    5,896,739
        Total liabilities and
         stockholders' equity             $64,039,593
    Net interest income                                  $422,197
    Interest rate spread                                               2.72%
    Contribution from interest free funds                              0.28%
    Net interest margin                                                3.00%

     (1) Tax equivalent basis



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

    NON-PERFORMING ASSETS
                              Mar. 31   Dec. 31   Sept. 30  June 30   Mar. 31
    (dollars in thousands)      2007      2006      2006      2006      2006
    Non-accrual loans:
      Consumer:
        Residential mortgages $38,396   $33,682   $35,365   $34,812   $31,874
        Home equity loans and
         lines of credit       12,131    10,312    62,002    63,632    61,078
        Auto loans                416       191       327       388       363
        Other consumer loans    1,504     2,764     1,384     2,524     1,920
      Total consumer loans     52,447    46,949    99,078   101,356    95,235
        Commercial real
         estate                87,896    77,196    64,138    48,494    31,531
        Commercial and
         industrial and other  76,669    69,207    68,995    69,264    56,035
      Total non-accrual loans 217,012   193,352   232,211   219,114   182,801
        Restructured loans        552       557       570       576       692
    Total non-performing
     loans (1)                217,564   193,909   232,781   219,690   183,493
      Real estate owned, net   29,655    22,562    34,775    35,899    13,622
      Other repossessed assets  6,722     5,126     5,500     3,487     3,352
    Total non-performing
     assets (1)              $253,941  $221,597  $273,056  $259,076  $200,467

    Non-performing loans as
     a percentage of
     loans (1)(2)               0.39%     0.35%     0.37%     0.36%     0.41%
    Non-performing assets as
     a percentage of total
     assets (1)(2)              0.31%     0.27%     0.30%     0.29%     0.31%
    Non-performing assets as
     a percentage of total
     loans, real estate
     owned and repossessed
     assets (1)(2)              0.45%     0.40%     0.43%     0.42%     0.44%
    Allowance for credit
     losses as a percentage
     of non-performing
     loans(1)                    231%      251%      240%      251%      239%


    NET LOAN CHARGE-OFFS

    Quarters ended               Mar. 31   Dec. 31  Sept. 30  June 30  Mar. 31
    (in thousands)                 2007      2006     2006     2006     2006

        Commercial real estate    $5,782     $(282)  $1,188   $3,938    $(744)
        Commercial and
         industrial and other (3)  6,089    18,651    6,402    4,718    8,948
    Total commercial              11,871    18,369    7,590    8,656    8,204
        Residential mortgages (4)    564     8,028      422      156      159
        Home equity loans and
         lines of credit (5)       1,523   399,609   19,909   15,032   10,654
      Total consumer loans secured
       by real estate              2,087   407,637   20,331   15,188   10,813
        Auto loans                10,115     9,574    7,271    5,678    7,995
        Other consumer loans          17       453      135      (97)   1,286
    Total consumer                12,219   417,664   27,737   20,769   20,094

    Total loan charge-offs       $24,090  $436,033  $35,327  $29,425  $28,298


    COMPONENTS OF THE PROVISION OF CREDIT  LOSSES AND ALLOWANCE FOR CREDIT
    LOSSES

    Quarters ended            Mar. 31   Dec. 31   Sept. 30   June 30  Mar. 31
    (in thousands)              2007      2006       2006      2006     2006

    Provision for loan
     losses (6)               $45,239  $364,309    $45,437   $47,113  $30,559
    Provision/(recoveries)
     for unfunded commitments     761     1,652       (437)   (2,613)  (1,559)
    Total provision for
     credit losses            $46,000  $365,961    $45,000   $44,500  $29,000

    Allowance for loan
     losses                  $487,286  $471,030   $544,482  $537,372 $421,860
    Reserve for unfunded
     commitments               16,016    15,255     13,603    14,040   16,653
    Total allowance for
     credit losses           $503,302  $486,285   $558,085  $551,412 $438,513

     (1) Non-performing loans and non-performing assets exclude $22.4 million
         of non-accrual loans at March 31, 2007 related to $578 million of
         correspondent home equity loans that had been previously classified
         as held for sale.  Credit losses related to these loans were
         considered in our lower of cost or market adjustment at March 31,
         2007.  Non-performing loans and non-performing assets at December 31,
         2006 exclude $21.5 million of residential non-accrual loans and $66.0
         million of home equity non-accrual loans that are classified as held
         for sale.

     (2) The calculation of these ratios at March 31, 2007 excludes
         approximately $600 million of loans that have been marked down to
         fair value as of March 31, 2007.  The calculation of these ratios at
         December 31, 2006 excludes $7.6 billion of loans held for sale.

     (3) The fourth quarter of 2006 includes a $14 million commercial loan
         charge-off.

     (4) Fourth quarter of 2006 includes a $7 million charge-off related to
         the lower of cost or market adjustment on the residential loans held
         for sale.

     (5) The fourth quarter of 2006 includes $382.5 million of charge-offs
         related to the lower of cost or market adjustment on the
         correspondent home equity portfolio held for sale.

     (6) The fourth quarter of 2006 includes a lower of cost or market
         adjustment on the correspondent home equity portfolio held for sale
         of $296 million.



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

    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period

    Quarters ended     Mar. 31    Dec. 31     Sept. 30    June 30     Mar. 31
     (in thousands)     2007        2006        2006        2006       2006

      Demand
       deposit
       accounts     $6,420,046  $6,577,583  $6,687,150  $6,821,660  $5,165,140
      NOW accounts   6,159,701   6,333,667   6,347,484   6,306,173   4,940,276
      NOW accounts-
       government &
       wholesale     5,856,899   4,293,056   4,170,334   4,749,015   4,169,729
      Customer
       repurchase
       agreements    1,462,288   1,487,251   1,457,129   1,205,345   1,086,010
      Savings
       accounts      4,558,367   4,637,346   4,919,190   5,189,459   3,397,183
      Money market
       accounts      9,452,904   8,875,354   8,380,908   9,185,266   7,561,492
      Money market
       accounts-
       government &
       wholesale     3,090,988   4,116,417   4,068,655   3,136,336     822,825
      Time deposits 15,561,764  16,063,880  16,752,764  15,999,234  11,677,492
    Total deposits
     and other
     customer
     related
     accounts      $52,562,957 $52,384,554 $52,783,614 $52,592,488 $38,820,147


    LOAN COMPOSITION - End of period

    Quarters ended    Mar. 31     Dec. 31    Sept. 30    June 30     Mar. 31
     (in thousands)     2007        2006       2006        2006        2006

      Commercial
       real estate $11,584,728 $11,514,983 $11,401,902 $10,817,068  $7,128,116
      Commercial
       industrial
       loans        12,908,765  12,654,746  11,212,315  10,722,844   8,994,845
      Multi-family   4,806,028   5,768,451   5,970,795   6,134,167           -
      Other            552,691     534,164   1,399,313   1,325,842   1,127,936
    Total
     commercial
     loans          29,852,212  30,472,344  29,984,325  28,999,921  17,250,897
      Residential
       mortgages    14,403,371  17,404,730  17,817,283  17,236,025  13,161,773
      Home equity
       loans and
       lines of
       credit        5,932,136   9,443,560  10,506,607  10,515,700   9,892,235
    Total consumer
     loans secured
     by real
     estate         20,335,507  26,848,290  28,323,890  27,751,725  23,054,008
      Auto loans     5,526,953   4,848,204   4,431,891   4,399,047   4,400,980
      Other
       consumer
       loans           410,825     419,758     437,614     459,418     458,528
    Total consumer
     loans          26,273,285  32,116,252  33,193,395  32,610,190  27,913,516

    Total loans    $56,125,497 $62,588,596 $63,177,720 $61,610,111 $45,164,413


    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average

    Quarters ended    Mar. 31     Dec. 31    Sept. 30     June 30    Mar. 31
     (in thousands)     2007        2006       2006         2006       2006

      Demand
       deposit
       accounts     $6,335,301  $6,596,008  $6,707,400  $5,662,902  $5,086,989
      NOW accounts   5,994,720   6,125,347   6,085,520   5,245,597   4,848,755
      NOW accounts-
       government &
       wholesale     4,876,155   4,660,198   4,769,445   5,100,516   4,275,759
      Customer
       repurchase
       agreements    1,486,310   1,499,900   1,273,055   1,114,934   1,025,807
      Savings
       accounts      4,572,309   4,755,332   5,013,163   3,956,176   3,411,827
      Money market
       accounts      9,150,410   8,688,901   9,050,048   8,082,178   7,542,671
      Money market
       accounts-
       government &
       wholesale     3,642,754   3,999,190   4,017,420   1,516,528     648,202
      Time deposits 15,747,878  16,469,164  16,504,794  13,193,359  11,597,261
    Total deposits
     and other
     customer
     related
     accounts      $51,805,837 $52,794,040 $53,420,845 $43,872,190 $38,437,271


    LOAN COMPOSITION - Average

    Quarters ended    Mar. 31    Dec. 31    Sept. 30     June 30    Mar. 31
     (in thousands)     2007       2006        2006        2006       2006

      Commercial
       real
       estate      $11,513,005 $11,421,431 $10,869,370  $8,358,231  $7,193,994
      Commercial
       industrial
       loans        11,566,055  11,347,975  10,805,007   9,564,869   8,603,198
      Multi-family   5,890,879   6,103,412   6,184,739   1,992,727           -
      Other          1,520,732   1,427,147   1,359,632   1,189,303   1,087,391
    Total commercial
     loans          30,490,671  30,299,965  29,218,748  21,105,130  16,884,583
      Residential
       mortgages    15,592,954  17,897,922  17,860,553  14,467,374  12,777,623
      Home equity
       loans and
       lines of
       credit        9,497,940  10,145,548  10,519,717  10,129,080   9,673,570
    Total consumer
     loans secured
     by real
     estate         25,090,894  28,043,470  28,380,270  24,596,454  22,451,193
      Auto loans     5,186,143   4,628,603   4,394,903   4,396,659   4,409,850
      Other
       consumer
       loans           422,161     427,026     451,333     453,383     476,946
    Total consumer
     loans          30,699,198  33,099,099  33,226,506  29,446,496  27,337,989
    Total loans    $61,189,869 $63,399,064 $62,445,254 $50,551,626 $44,222,572



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

    Operating earnings for EPS purposes represents net income excluding the
     after-tax effects of certain items, such as significant gains or losses
     that are unusual in nature or are associated with acquiring or
     integrating businesses, and certain other charges.  The table below
     reconciles our GAAP earnings to operating earnings for EPS purposes.

    (dollars in
    thousands, except
    per share data -
    all amounts are                         Quarter Ended
    after tax)
                                             Total dollars

                             Mar. 31    Dec. 31  Sept. 30   June 30   Mar. 31
                               2007      2006       2006      2006      2006

    Net income/ (loss) as
     reported                $48,059  $(129,440) $184,009  $(59,056) $141,398
    Dividends on preferred
     stock                    (3,650)    (3,650)   (1,825)   (2,433)        -
    Net income available to
     common shareholders      44,409   (133,090)  182,184   (61,489)  141,398
    Contingently convertible
     trust preferred interest
     expense, net of tax           -          -     6,344         -     6,327
    Net income/ (loss) for
     EPS purposes            $44,409  $(133,090) $188,528  $(61,489) $147,725


    Non GAAP adjustments to
     adjust antidilutive EPS

    Net income available to
     common shareholders     $44,409  $(133,090)           $(61,489)
    Trust IV expense, net
     of tax                    6,412      6,354               6,335
    Antidilutive net
     income/ (loss) for
     operating EPS
     calculation             $50,821  $(126,736)           $(55,154)


    Reconciliation to
     Operating earnings EPS

    Net income/ (loss) for
     Operating earnings
     EPS purposes            $50,821  $(126,736) $188,528  $(55,154) $147,725
      Merger related and
       integration costs       1,323      6,863    18,463     4,067    (1,819)
      Provision for loan losses    -    192,374         -     8,125         -
      Loss on economic hedges      -          -         -     7,402         -
      Loss on investment
       restructuring               -     27,961         -   154,884         -
      Loss on mortgage
       banking loan sale
       restructuring               -     14,954         -         -         -
      Loss on restructuring,
       other employee
       severance and debt
       repurchase charges     12,771     51,134         -         -         -
      ESOP expense related to
       freezing of plan       43,385          -         -         -         -
      Hedge loss on sale of
       multifamily loans      (3,860)         -         -         -         -
      Impairment on FNMA and
       FHLMC preferred stock       -          -         -    43,875         -
      Gain on redemption of
       FNMA and FHLMC
       preferred stock          (953)         -         -         -         -
      Writedown on
       correspondent home
       equity loans           76,394          -         -         -         -
      Proxy and related
       professional fees        (249)         -         -         -     9,319
    Operating earnings for
     EPS purposes           $179,632   $166,550  $206,991  $163,199  $155,225


    Weighted average
     diluted shares for
     GAAP EPS                475,115    473,404   506,135   412,000   410,366
    Add back of diluted
     shares for operating
     EPS not factored into
     GAAP diluted shares
     due to antidilution
     (1)                      34,353     34,583         -    33,599         -
    Adjusted weighted
     average diluted shares
     for Operating EPS       509,468    507,987   506,135   445,599   410,366

     (1) The conversion of warrants and equity awards and the after-tax add
         back of Sovereign's contingently convertible trust preferred interest
         expense was excluded from Sovereign's GAAP diluted earnings per share
         calculation for the first quarter of 2007 and the second and fourth
         quarters of 2006 since the result would have been anti-dilutive.
         However, for operating earning purposes these items are dilutive and
         as a result they have been added back for operating earnings and
         operating earnings per share purposes.



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

    Operating earnings for EPS purposes represents net income excluding the
     after-tax effects of certain items, such as significant gains or losses
     that are unusual in nature or are associated with acquiring or
     integrating businesses, and certain other charges.  The table below
     reconciles our GAAP earnings to operating earnings for EPS purposes.

    (dollars in
    thousands, except
    per share data -
    all amounts are                         Quarter Ended
    after tax)
                                              Per share

                             Mar. 31    Dec. 31   Sept. 30  June 30   Mar. 31
                               2007      2006       2006      2006      2006

    Net income/ (loss)
     as reported

    Dividends on preferred
     stock
    Net income available to
     common shareholders
    Contingently convertible
     trust preferred interest
      expense, net of tax
    Net income/ (loss) for
     EPS purposes             $0.09     $(0.28)    $0.37    $(0.15)    $0.36


    Non GAAP adjustments to
     adjust antidilutive EPS

    Net income available to
     common shareholders
    Trust IV expense, net
     of tax
    Antidilutive net
     income/ (loss) for
     operating EPS calculation


    Reconciliation to
     Operating earnings EPS

    Net income/ (loss) for
     Operating earnings
     EPS purposes             $0.10     $(0.25)    $0.37    $(0.12)    $0.36
      Merger related and
       integration costs       0.00       0.01      0.04      0.01     (0.00)
      Provision for loan losses   -       0.38         -      0.02         -
      Loss on economic hedges     -          -         -      0.02         -
      Loss on investment
       restructuring              -       0.06         -      0.34         -
      Loss on mortgage banking
       loan sale restructuring    -       0.03         -         -         -
      Loss on restructuring,
       other employee severance
       and debt repurchase
       charges                 0.02       0.10         -         -         -
      ESOP expense related to
       freezing of plan        0.09          -         -         -         -
      Hedge loss on sale of
       multifamily loans      (0.01)         -         -         -         -
      Impairment on FNMA and
       FHLMC preferred stock      -          -         -      0.10         -
      Gain on redemption of
       FNMA and FHLMC
       preferred stock        (0.00)         -         -         -         -
      Writedown on
       correspondent home
       equity loans            0.15          -         -         -         -
      Proxy and related
       professional fees      (0.00)         -         -         -      0.02
    Operating earnings for
     EPS purposes             $0.35      $0.33     $0.41     $0.37     $0.38


     (1) The conversion of warrants and equity awards and the after-tax add
         back of Sovereign's contingently convertible trust preferred interest
         expense was excluded from Sovereign's GAAP diluted earnings per share
         calculation for the first quarter of 2007 and the second and fourth
         quarters of 2006 since the result would have been anti-dilutive.
         However, for operating earning purposes these items are dilutive and
         as a result they have been added back for operating earnings and
         operating earnings per share purposes.



    Sovereign Bancorp, Inc. and Subsidiaries
    RECONCILIATION OF AVERAGE EQUITY TO AVERAGE TANGIBLE EQUITY AND RELATED
     OPERATING RETURN ON AVERAGE TANGIBLE EQUITY
    (unaudited)

    Reconciliation of Equity to Tangible Equity and Operating Return on
    Average Equity to Tangible Returns on Average Equity

                                        Quarter Ended

    (dollars in      Mar. 31     Dec. 31     Sept. 30    June 30    Mar. 31
    thousands)         2007        2006        2006        2006       2006

    Average
     Equity        $8,734,981  $8,816,938  $8,621,910  $6,698,547  $5,896,739
    Average
     Goodwill      (5,005,119) (4,992,610) (4,932,536) (3,452,687) (2,716,324)
    Average CDI
     and other
     intangibles     (486,214)   (519,891)   (611,329)   (342,279)   (207,908)
    Average
     Tangible
     Equity        $3,243,648  $3,304,437  $3,078,045  $2,903,581  $2,972,507


    Operating
     Return on
     Average
     Equity             8.34%       7.49%       9.52%       9.77%      10.68%
      Effect of
       Goodwill        12.87%      11.32%      15.26%      11.62%       9.76%
      Effect of
       CDI and other
       intangibles      1.25%       1.18%       1.89%       1.15%       0.75%
    Tangible Return on
     Average Equity    22.46%      20.00%      26.68%      22.54%      21.18%


SOURCE Sovereign Bancorp, Inc.




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