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. Announces 2005 First Quarter Net Income of $146 Million and Operating Income of $183 Million; GAAP EPS of $.38 and Operating EPS of $.46

     Financial Highlights

     -- Net income, including after-tax merger and integration and
        restructuring charges of $18.5 million, was $146 million, up 43% from
        $102 million, including after-tax merger and integration charges and
        additional loan loss provision of $19.2 million related to the
        acquisition of First Essex Bancorp, a year ago.  Earnings per diluted
        share for the first quarter of 2005, including the above-mentioned
        charges of $.05 per share, were $.38, up 15% from $.33 per diluted
        share, including the above-mentioned charges of $.06 per share, in the
        first quarter of 2004.

     -- Operating earnings were $183 million, up 37% from $133 million in the
        same quarter a year ago.  Operating earnings per share were $.46 per
        share, up 5% from $.44 per share in the first quarter of 2004.  The
        first quarter of 2005 was negatively impacted by $.015 per share due
        to an accounting change related to EITF 04-08 "Accounting Issues
        Related to Certain Features of Contingently Convertible Debt and the
        Effect on Diluted Earnings per Share," which did not impact operating
        earnings in prior quarters.

     -- Total revenue increased 23% from a year ago and 14% annualized from
        the fourth quarter of 2004 while operating expenses increased only 15%
        from a year ago and decreased .20% annualized from the fourth quarter
        of 2004.

     -- Net interest margin was 3.26% as compared to 3.29% in the fourth
        quarter of 2004 and 3.28% in the first quarter of 2004.

     -- Efficiency ratio of 48.4% in the first quarter of 2005, an improvement
        of 331 basis points from the first quarter of 2004 and 174 basis
        points from the fourth quarter of 2004.

     -- The provision for loan losses was $22.0 million in this quarter.  The
        provision exceeded net charge-offs by $2.4 million.

     -- Annualized net charge-offs decreased to .20% of average loans at March
        31, 2005, versus .28% at December 31, 2004 and .51% at March 31, 2004.

     -- Sovereign repurchased 2 million shares during the quarter through our
        previously announced repurchase program.  Sovereign may repurchase up
        to approximately 18 million additional shares under its repurchase
        program and anticipates accelerating repurchase efforts in the second
        quarter of 2005.

     -- Sovereign increased its cash dividend by 33%, resulting in an annual
        cash dividend of $.16 per share.

     -- Despite the deployment of capital during the quarter for the
        acquisition of Waypoint Financial Corp. on January 21, 2005, share
        repurchases and an increase in the cash dividend, the Tier 1 leverage
        ratio was 6.96% at March 31, 2005 versus 7.05% at December 31, 2004
        and 7.12% at March 31, 2004.

     -- Sovereign successfully completed the acquisition of Waypoint Financial
        Corp. on January 21, 2005.  Systems conversion was successfully
        completed by February 13, 2005.

    PHILADELPHIA, April 19 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc.
("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today
reported first quarter 2005 net income in accordance with generally accepted
accounting principles of $146 million, or $.38 per diluted share, as compared
to $102 million, or $.33 per diluted share, for the first quarter of 2004.
Net income included an after-tax restructuring charge and a merger and
integration charge related to our acquisition of Waypoint Financial Corp.
("Waypoint"), which closed on January 21, 2005, which together totaled $18.5
million or $.05 per share in the first quarter of 2005 and an after-tax merger
and integration charge of $15.3 million and incremental loan loss provision of
$3.9 million associated with the acquisition of First Essex Bancorp in the
first quarter of 2004.
    For the quarter ended March 31, 2005, Sovereign's reported operating
earnings increased 37% to $183 million, or $.46 per diluted share, which
excluded the above mentioned restructuring and merger and integration charges
and $12.3 million or $.03 per share related to amortization of intangible
assets, as compared to $133 million, or $.44 per diluted share a year ago,
which excluded the above mentioned merger and integration charges and
incremental loan loss provision plus $12.0 million or $.04 per share related
to amortization of intangible assets.  Effective in the fourth quarter of
2004, Sovereign redefined its definition of operating earnings and the related
per share amount to exclude most non-cash, non-operating charges; such as,
after-tax merger and integration charges, the after-tax effect of amortization
of intangible assets, in addition to special items.  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.  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 2005, Jay S. Sidhu,
Sovereign's Chairman and Chief Executive Officer, said, "We are pleased we
were able to maintain our margin and saw improvement in most performance
metrics during the first quarter.  Net charge-offs declined to 20 basis points
from 28 basis points in the fourth quarter, net interest margin was relatively
stable, our efficiency ratio improved almost 175 basis points, and operating
return on assets expanded 8 basis points from 1.22% to 1.30%.  These
improvements occurred despite challenges in the market, as we faced a
flattening yield curve along with competitive deposit pricing pressures.
Consistent with our new local market banking strategy, we have remained
focused on improving interest earning asset yields while increasing our core
deposit base.  As a result of where the yield curve has been, we have been
reluctant to accept loan business that does not meet our spread criteria.  We
believe this discipline should benefit our profitability in the coming
quarters.  We successfully repurchased 2 million shares during the quarter,
increased our cash dividend 33%, and still exceeded our capital targets for
the quarter.  Lastly, we are pleased to welcome Waypoint's customers,
shareholders and team members to Sovereign, as we successfully closed and
converted this acquisition during the quarter," concluded Sidhu.

    Net Interest Income and Margin
    Sovereign reported net interest income of $398 million for the first
quarter of 2005, an increase of $75 million, or 23%, compared to the first
quarter of 2004.  On a linked-quarter basis, net interest income increased by
$11 million, or 3%, in spite of a $2.6 billion reduction in the investment
portfolio during the fourth quarter of 2004 and a $1.8 billion reduction in
investments during the first quarter in connection with the acquisition of
Waypoint.
    Sovereign's total loan portfolio increased during the first quarter by
$3.7 billion to $40.3 billion.  Excluding acquisitions, the total loan
portfolio increased $1.1 billion, reflecting an annualized growth rate of 12%.
Total deposits increased during the first quarter by $4.1 billion to $36.7
billion.  Excluding acquisitions, total deposits increased $1.2 billion,
reflecting an annualized growth rate of 15%.  Core deposits increased during
the quarter by $1.7 billion to $27.2 billion.  Excluding acquisitions, core
deposits increased modestly during the quarter, reflecting an annualized
growth rate of 4%.
    Net interest margin was 3.26% for the first quarter of 2005, compared to
3.29% in the fourth quarter of 2004 and 3.28% in the first quarter of 2004,
comparing very favorably to the average year-over-year change in net interest
margin for the top 50 banks in the U.S. who have reported thus far.  "As we
have repeatedly mentioned, we expect that as rates rise, our deposit costs
will reprice at approximately 25% of the increase in short-term interest
rates," stated James D. Hogan, Sovereign's Chief Financial Officer.  "To date,
we have been successful in limiting the increase in the cost of core deposits
to 20.5% and the cost of total deposits to 24.5% of the 175 basis point
increase in short-term rates that has occurred.  We have been fortunate to be
able to maintain our net interest margin within a few basis points of the
fourth and first quarters of 2004 as a result of our slightly asset-sensitive
position in addition to remaining focused and disciplined on our loan and
deposit pricing."

    Non-Interest Income
    Consumer banking fees increased by $12.6 million to $66.6 million, or 23%,
compared to the same period in 2004, primarily driven by growth in loan and
deposit fees.  Commercial banking fees increased $4.3 million to $33.0
million, or 15%, over the same period a year ago, primarily driven by growth
in loan fees.  Fee revenues for the quarter were impacted by seasonal factors
typically present in the first quarter of each year, as well as the waiver of
certain fees for newly acquired Waypoint customers.
    Mortgage banking revenues for the quarter were $11.9 million, compared to
$4.7 million last quarter and $5.4 million in the same quarter a year ago.
Due to changes in prepayment speeds and interest rates during the quarter, a
$4.0 million reversal of a valuation reserve for mortgage servicing rights was
recorded.  This compares to a reversal of $1.7 million recorded in the fourth
quarter of 2004 and an impairment charge of $11.3 million in the first quarter
of 2004.  Mortgage banking results are detailed in the financial tables
attached to this release.  As of March 31, 2005, mortgage servicing rights,
net of reserves of $2.6 million, were $84.6 million and our servicing
portfolio was $6.8 billion, with a capitalized cost of 124 basis points.

    Non-Interest Expense
    G&A expenses for the quarter were $257 million, which were relatively flat
compared to the fourth quarter of 2004 and up 15%, including acquisitions,
from $223 million a year ago.  "We were obviously pleased with our expense
control during the quarter, as we were able to keep expenses relatively flat
on a linked quarter basis despite adding the Waypoint acquisition into our
expense base for most of the quarter.  We continue to grow revenues at a
faster pace than expenses, further improving our efficiency ratio.  Our
efficiency ratio was 48.4% in the first quarter of 2005, a 174 basis point
improvement over the fourth quarter and 331 basis point improvement from one
year ago," commented Hogan.
    On a GAAP basis, Sovereign's effective tax rate was 25.7% in the first
quarter; on an operating basis, it was 27.5%.

    Asset Quality
    Sovereign continued to see improvement in net charge-offs during the first
quarter of 2005.  Annualized net charge-offs decreased to .20% of average
loans at March 31, 2005, compared to .28% at December 31, 2004 and .51% at
March 31, 2004.  Non-performing assets ("NPAs") increased $26.8 million during
the quarter to $187 million at March 31, 2005.  NPAs to total assets were
.32%, compared to .29% at December 31, 2004.  Sovereign's provision for loan
losses was $22.0 million this quarter compared to $27.0 million in the fourth
quarter and $43.0 million in the first quarter of 2004.  The allowance for
loan losses to total loans decreased slightly to 1.09% at March 31, 2005, as
compared to 1.12% at December 31, 2004 and 1.27% at March 31, 2004.  The
allowance for loan losses to non-performing loans now stands at 255%, as
compared to 285% at December 31, 2004 and 186% at March 31, 2004.

    Capital
    During the quarter, Sovereign repurchased two million shares under a
previously announced repurchase program.  Sovereign also increased its annual
cash dividend to $.16.  Sovereign's Tier 1 leverage ratio was 6.96% at March
31, 2005.  Tangible common equity to tangible assets, excluding other
comprehensive income ("OCI"), was 5.22% and including OCI was 4.86%.  The
equity to assets ratio was 9.68% at March 31, 2005.  Sovereign Bank's Tier 1
leverage ratio was 7.44% and the bank's risk-based capital ratio was 11.55% at
March 31, 2005.  "We are very satisfied with our capital ratios this quarter
given the acquisition of Waypoint and the share repurchase completed to date.
In this environment, we feel it is important to maintain our loan and deposit
margins, and by sticking to our discipline we saw less balance sheet growth
during the quarter than anticipated.  This resulted in meaningfully higher
capital ratios at the end of the first quarter versus our plan.  We anticipate
using approximately $100 million of this excess capital to fund additional
share repurchases in the second quarter," commented Hogan.

    Looking Ahead
    "Overall, we felt the first quarter contained several positives -
maintained margin, improved profitability metrics, and reduced loan charge-
offs; however, there are key obstacles that remain in this challenging
interest rate and competitive environment.  While it is too early to draw any
meaningful conclusions from April's data, over the last few weeks we have seen
good loan and deposit growth, which has been typical in the second quarter of
prior years.  Keep in mind, 2005 will be adversely impacted by two changes
which did not impact operating earnings in prior years - accounting for
contingently convertible debt and stock-based compensation, as Sovereign is no
longer carving these items out of operating earnings.  Combined, these two
items will adversely impact Sovereign's earnings by $.09 to $.11 per share in
2005.  Given the high level of tangible common equity we are generating, we
are hopeful that we will be able to repurchase enough shares during 2005 to
completely mitigate the dilution from our convertible debt for 2006.  With
that being said, management's goal continues to be to strive to earn about
$2.00 in operating earnings per share for 2005, excluding after-tax one-time
charges of $.05 per share and amortization of intangible assets of
approximately $.12 per share.  We are totally focused on doing everything we
can to achieve this goal while we remain disciplined about our risk management
practices," Sidhu concluded.
    Based upon our April 18 stock price of $21.16, Sovereign is trading at a
P/E of 11.2x analysts mean 2005 estimate and 139% of current book value.  The
book value per share at March 31, 2005 was $15.22.

    Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company
of Sovereign Bank, a $59 billion financial institution with more than 650
community banking offices, over 1,000 ATMs and approximately 10,000 team
members with principal markets 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. Sovereign is the 19th 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 First Quarter 2005 earnings call on Wednesday, April 20
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=1045113.  The web-cast replay can be accessed
anytime from 11:00 a.m. ET on Wednesday, April 20, 2005 through 9:00 p.m. ET
on June 30, 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 Wednesday, April 20, 2005 through 12:00 a.m. ET (midnight) on April
25, 2005 by dialing 800-642-1687, confirmation id #5239840.

    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, and certain non-cash
charges.  Operating earnings for the first quarter of 2005 represent net
income adjusted for the after-tax effects of merger-related and integration
charges, certain restructuring charges and the amortization of intangible
assets.  Operating 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 and the amortization of intangible assets.
Management's operating earnings goal for 2005 excludes the after-tax effects
of merger-related and integration charges, certain restructuring charges and
the amortization of intangible assets.  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 future operating results for 2005 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


                                  Mar. 31  Dec. 31  Sept. 30  June 30  Mar. 31
                                    2005    2004      2004     2004     2004
    (dollars in millions, except
      per share data)

    Operating Data

    Net income                      $146.2  $137.4   $82.5    $131.4  $102.2
    Net income for EPS purposes (1)  152.5   143.7    88.9     137.7   104.5
    Operating earnings (2)           183.3   167.5   157.9     143.4   133.5
    Net interest income              398.2   387.0   363.0     332.0   322.8
    Provision for loan losses         22.0    27.0    25.0      32.0    43.0
    Total fees and other income before
     securities transactions         133.4   126.5   108.3     124.2   109.1
    Net gain (loss) on investment
     securities                        8.0   (24.7)   20.2       0.8    17.9
    G&A expense                      257.1   257.3   237.7     224.6   223.1
    Other expenses                    63.8    30.5   129.1      28.1    48.6

    Performance Statistics

    Bancorp

    Net interest margin               3.26%   3.29%   3.17%   3.22%   3.28%
    Operating return on
     average assets (2)               1.30%   1.22%   1.17%   1.20%   1.17%
    Operating return on
     average equity (2)              13.34%  13.61%  13.82%  14.87%  15.08%
    Operating return on average
     tangible equity (2)             26.52%  26.65%  26.96%  24.75%  25.42%
    Annualized net loan
     charge-offs to
     average loans                    0.20%   0.28%   0.25%   0.43%   0.51%
    Efficiency ratio  (3)            48.36%  50.10%  50.44%  49.22%  51.67%

    Per Share Data

    Basic earnings per share         $0.40   $0.40   $0.25   $0.43   $0.34
    Diluted earnings per share (1)    0.38    0.38    0.24    0.41    0.33
    Operating earnings per share (2)  0.46    0.48    0.46    0.46    0.44
    Dividend declared per share       .030    .030    .030    .030    .025
    Book value (4)                   15.22   14.41   13.95   12.46   12.78
    Common stock price:
      High                           23.73   22.61   22.48   22.10   24.51
      Low                            21.89   21.14   20.48   19.51   20.37
      Close                         $22.16  $22.55  $21.82  $22.10  $21.42
    Weighted average common shares:
      Basic                          368.9   345.6   335.6   306.1   300.7
      Diluted (1)                    401.3   377.6   367.8   337.8   316.8
    End-of-period common shares:
      Basic                          374.8   346.1   345.3   306.2   306.4
      Diluted   (1)                  407.4   378.2   377.3   338.2   337.8


    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
              calclution 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, such as 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 certain restructuring charges.
              Additionally, for 2004, operating earnings excludes the impact
              of EITF 04-8.  See page I for a reconcilation of GAAP and Non-
              GAAP earnings.
          (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) Book value equals stockholders' equity at period-end divided by
              common shares outstanding.

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

                                  Mar. 31  Dec. 31 Sept. 30  June 30  Mar. 31
                                   2005     2004     2004     2004     2004
    (dollars in millions)

    Financial Condition Data:

    General
      Total assets                $58,926  $54,471  $55,755  $48,687  $47,043
      Loans                        40,320   36,631   35,262   29,130   27,739
      Total deposits and customer
       related accounts:           36,686   32,556   33,102   29,001   28,118
        Core deposits and other
         customer related
         accounts                  27,225   25,441   25,744   22,824   21,939
        Time deposits               9,461    7,114    7,358    6,176    6,179
      Borrowings                   15,555   16,140   16,919   15,157   14,262
      Minority interests              204      204      203      203      203
      Stockholders' equity          5,705    4,988    4,815    3,815    3,916
      Goodwill                      2,721    2,125    2,103    1,289    1,293
      Core deposit intangible         269      257      305      249      262

    Asset Quality
      Non-performing assets        $186.9   $160.1   $168.8   $176.1   $212.0
      Non-performing loans         $171.9   $143.6   $147.5   $152.2   $188.6
      Non-performing assets to
       total assets                 0.32%    0.29%    0.30%    0.36%    0.45%
      Non-performing loans to
       total loans                  0.43%    0.39%    0.42%    0.52%    0.68%
      Allowance for loan losses    $437.7   $408.7   $406.6   $352.6   $351.0
      Allowance for loan losses
        to total loans              1.09%    1.12%    1.15%    1.21%    1.27%
      Allowance for loan losses
        to non-performing loans      255%     285%     276%     232%     186%

    Capitalization - Bancorp (1)
      Stockholders' equity to
       total assets                 9.68%    9.16%    8.64%    7.84%    8.32%
      Tier 1 leverage capital
       ratio                        6.96%    7.05%    6.56%    7.13%    7.12%
      Tangible equity to tangible
       assets, excluding OCI        5.22%    5.25%    4.77%    5.28%    5.19%
      Tangible equity to tangible
       assets, including OCI        4.86%    5.00%    4.51%    4.83%    5.19%

    Capitalization - Bank (1)
      Stockholders' equity to
       total assets                11.58%   10.77%   10.20%    9.12%    9.60%
      Tier 1 leverage capital
       ratio                        7.44%    7.21%    6.66%    6.85%    6.82%
      Tier 1 risk-based capital
       ratio                        8.89%    8.79%    8.51%    8.92%    8.82%
      Total risk-based capital
       ratio                       11.55%   11.64%   11.43%   12.12%   12.13%

    (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)


                     Mar. 31    Dec. 31     Sept. 30    June 30      Mar. 31
                      2005       2004         2004        2004        2004
   (dollars in thousands)
    Assets
    Cash and amounts due
     from depository
     institutions   $981,674  $1,160,922  $1,266,044  $1,026,719    $893,193
    Investments:
      Available-for-
       sale        7,709,353   7,642,558  10,111,845  10,493,897  11,912,292
     Held-to-
       maturity    3,839,848   3,904,319   4,027,472   4,007,041   2,489,030
     Total
       invest-
       ments      11,549,201  11,546,877  14,139,317  14,500,938  14,401,322

    Loans:
     Commercial   15,363,592  13,864,240   13,445,735  12,251,456  11,919,975
     Consumer     15,173,459  14,269,343   13,856,992  11,986,107  11,012,103
     Residential
      mortgages    9,782,953   8,497,496    7,958,974   4,892,305   4,806,494
        Total
         loans    40,320,004  36,631,079   35,261,701  29,129,868  27,738,572

    Less allowance
     for loan
     losses         (437,661)   (408,716)    (406,612)   (352,637)   (351,007)
        Total loans,
         net       39,882,343  36,222,363  34,855,089  28,777,231  27,387,565

    Premises and
     equipment,
     net              394,604     353,337     352,089     286,682     289,517
    Accrued interest
     receivable       258,849     226,012     225,918     196,347     188,002
    Goodwill        2,720,651   2,125,081   2,103,158   1,289,340   1,292,809
   Core deposit
     intangible       268,528     256,694     304,754     249,169     261,582
    Bank owned life
     insurance        992,426     885,807     879,189     851,155     841,568
    Other
     assets         1,877,557   1,694,220   1,629,450   1,509,296   1,487,657

        Total
         assets   $58,925,833 $54,471,313 $55,755,008 $48,686,877 $47,043,215


    Liabilities and Stockholders' Equity
    Liabilities:
    Deposits and
     other customer
     related
     accounts:
      Core and other
       customer related
       accounts   $27,224,877 $25,441,145 $25,743,796 $22,824,310 $21,939,435
       Time
        deposits    9,460,879   7,114,373   7,357,882   6,176,310   6,178,871

          Total    36,685,756  32,555,518  33,101,678  29,000,620  28,118,306

    Borrowings
     and other
     debt
     obligations   15,554,598  16,140,128  16,919,164  15,157,017  14,261,686
    Other
     liabilities      775,976     583,389     715,326     511,131     545,084

       Total
        liabilit-
        ies        53,016,330  49,279,035  50,736,168  44,668,768  42,925,076

    Minority
     interests        204,286     203,906     203,488     202,919     202,513

    Stockholders'
     equity:
       Common
       Stock        3,609,269   2,949,870   2,934,733   2,105,312   2,102,183

       Warrants and
        stock
        options       346,116     317,842     318,874     306,594     305,297
       Unallocated
        ESOP
        shares        (23,707)    (23,707)    (26,078)    (26,078)    (26,078)
       Treasury
        stock         (64,495)    (19,136)    (19,767)    (20,242)    (22,190)

       Accumulated
        other
        comprehensive
        (loss)/
        income       (169,312)   (108,092)   (136,645)   (222,499)      6,349
       Retained
        earnings    2,007,346   1,871,595   1,744,235   1,672,103   1,550,065

         Total
          stockholders'
          equity    5,705,217   4,988,372   4,815,352   3,815,190   3,915,626
         Total
          liabilities
          and
          stockholders'
          equity  $58,925,833 $54,471,313 $55,755,008 $48,686,877 $47,043,215

    Sovereign Bancorp, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited)
                                             Quarter Ended
                            Mar. 31   Dec. 31  Sept. 30  June 30   Mar. 31
                              2005      2004     2004      2004      2004
    (dollars in thousands,
     except per share data)
    Interest and dividend
     income:
       Interest on
        interest-earning
        deposits              $2,233    $1,721   $1,505      $980      $528
       Interest on
        investment
        securities
    Available for sale        94,884   102,945  124,803   136,497   137,226
    Held to maturity          45,119    45,512   46,470    31,879    28,819
       Interest on loans     518,820   474,010  412,771   345,288   333,190
           Total interest
            and dividend
            income           661,056   624,188  585,549   514,644   499,763
    Interest expense:
        Deposits and
         related customer
         accounts            114,178    91,731   83,160    63,142    65,012
        Borrowings           148,700   145,445  139,439   119,463   111,935
            Total interest
             expense         262,878   237,176  222,599   182,605   176,947
            Net interest
             income          398,178   387,012  362,950   332,039   322,816
    Provision for loan
     losses                   22,000    27,000   25,000    32,000    43,000
            Net interest
             income after
             provision for
             loan losses     376,178   360,012  337,950   300,039   279,816
    Non-interest income:
        Consumer banking
         fees                 66,555    67,759   62,771    58,072    53,985
        Commercial banking
         fees                 33,008    32,843   31,757    30,552    28,685
        Mortgage banking
         revenue (1)          11,932     4,726   (4,080)   16,436     5,427
        Capital markets
         revenue               4,686     6,548    3,409     5,099     4,887
        Bank owned life
         insurance income     10,903    10,136    9,922     9,588     9,626
        Other                  6,351     4,480    4,498     4,499     6,444
    Total fees and other
     income before security
     gains                   133,435   126,492  108,277   124,246   109,054
         Net gain/(loss) on
          securities           7,979   (24,728)  20,247       829    17,881
            Total non-
             interest
             income          141,414   101,764  128,524   125,075   126,935
    Non-interest expense:
    General and
     administrative
         Compensation and
          benefits           125,125   123,967  114,871   105,224   104,080
         Occupancy and
          equipment           62,870    59,221   54,976    52,097    54,379
         Technology expense   18,668    21,486   18,935    19,333    17,605
         Outside services     14,648    13,901   14,332    12,746    12,336
     Marketing expense        11,047    13,089   11,983    10,751    10,700
         Other
          administrative
          expenses            24,756    25,587   22,583    24,433    24,046
             Total general
              and
              administrative 257,114   257,251  237,680   224,584   223,146
    Other expenses:
    Amortization of core
     deposit intangibles      18,956    17,670   19,836    17,576    17,553
    Trust preferred
     securities and other
    minority interest
     expense                   5,668     5,630    5,502     5,438     5,436
    Equity method
     investments (2)          10,770    11,875   10,257     7,327     2,012
    Loss/(gain) on debt
     extinguishment              -         500   65,546    (2,285)      -
    Restructuring charges      5,204       -        -         -         -
    Merger-related and
     integration charges      23,191    (5,169)  27,941       -      23,587
            Total other
             expenses         63,789    30,506  129,082    28,056    48,588
                Total non-
                 interest
                 expense     320,903   287,757  366,762   252,640   271,734
             Income before
              income taxes   196,689   174,019   99,712   172,474   135,017
    Income tax expense        50,538    36,590   17,170    41,120    32,790
             Net income     $146,151  $137,429  $82,542  $131,354  $102,227


    (1) Mortgage banking activity is summarized
         below:
        Gains on sale of
         mortgage loans and
         mortgage backed
         securities           $6,377    $2,438   $4,090    $2,808   $16,469
    Net gains/(loss)
     recorded under SFAS
     133                         653      (111)    (112)   (1,878)       81
    Mortgage servicing
     fees, net of mortgage
     servicing rights
     amortization                948       664    1,343    (1,628)      137
    Mortgage servicing
     right (impairments)/
     recoveries                3,954     1,735   (9,401)   17,134   (11,260)
         Total mortgage
          banking revenues   $11,932    $4,726  $(4,080)  $16,436    $5,427

    (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
                                                    March 31, 2005
                                             Average                   Yield/
    (dollars in thousands)                   Balance      Interest (1)  Rate
    Earning assets:
      Investment securities                $12,128,935    $153,197    5.06%
      Loans:
         Commercial                         14,870,517     204,413    5.56%
         Consumer                           14,886,031     193,931    5.27%
         Residential mortgages               9,167,485     122,676    5.35%
        Total loans                         38,924,033     521,020    5.40%
         Allowance for loan losses            (432,852)
        Total earning assets                50,620,116    $674,217    5.37%
    Other assets                             6,922,971
        Total assets                       $57,543,087

    Funding liabilities:
      Deposits and other customer related
       accounts:
       Demand deposit accounts               $5,162,704          $-    0.00%
       NOW accounts                           8,041,978      25,455    1.28%
       Customer repurchase agreements           842,657       4,016    1.93%
       Savings accounts                       3,930,308       6,131    0.63%
       Money market accounts                  8,152,525      25,487    1.27%
      Core and other customer related
       accounts                              26,130,172      61,089    0.95%
      Time deposits                           8,659,080      53,089    2.49%
      Total                                  34,789,252     114,178    1.33%

      Borrowings:
             Federal Home Loan Bank
              advances                       10,910,131     104,938    3.89%
             Fed funds and repurchase
              agreements                      1,441,246       9,538    2.66%
             Other borrowings                 4,155,507      34,224    3.32%
             Total borrowings                16,506,884     148,700    3.64%
             Total funding liabilities       51,296,136     262,878    2.07%
    Other liabilities                           658,248
             Total liabilities               51,954,384
    Stockholders' equity                      5,588,703
             Total liabilities and
              stockholders' equity          $57,543,087
    Net interest income                                    $411,339
    Interest rate spread                                               2.87%
    Net interest margin                                                3.26%


    (1) Tax equivalent basis


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

                                                  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%


    (1) Tax equivalent basis

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

                                                     March 31, 2004
    (dollars in thousands)                    Average                 Yield/
                                              Balance    Interest (1)  Rate


    Earning assets:

    Investment securities                   $14,120,951    $176,374    5.00%
      Loans:
      Commercial                             11,413,060     132,325    4.60%
      Consumer                               10,472,369     135,709    5.21%
      Residential mortgages                   5,105,900      66,743    5.23%
     Total loans                             26,991,329     334,777    4.95%
      Allowance for loan losses                (343,684)
      Total earning assets                   40,768,596    $511,151    5.01%
    Other assets                              5,087,754
      Total assets                          $45,856,350

    Funding liabilities:
      Deposits and other customer
       related accounts:
        Demand deposit accounts              $4,239,684          $-    0.00%
        NOW accounts                          5,990,184       9,132    0.61%
        Customer repurchase
         agreements                             880,544       1,336    0.61%
        Savings accounts                      3,217,946       4,261    0.53%
        Money market accounts                 7,017,860      16,932    0.97%
        Core and other
         customer related
         accounts                            21,346,218      31,661    0.60%
        Time deposits                         6,108,153      33,351    2.19%
        Total                                27,454,371      65,012    0.95%

    Borrowings:
      Federal Home Loan
       Bank advances                          8,063,115      77,815    3.83%
      Fed funds and repurchase
       agreements                             2,554,957       7,418    1.15%
      Other borrowings                        3,563,656      26,702    2.98%
      Total borrowings                       14,181,728     111,935    3.14%
      Total funding liabilities              41,636,099     176,947    1.70%
    Other liabilities                           660,321
      Total liabilities                      42,296,420
    Stockholders' equity                      3,559,930
      Total liabilities and
       stockholders' equity                 $45,856,350
      Net interest income                                  $334,204
      Interest rate spread                                            2.91%
      Net interest margin                                             3.28%

    (1) Tax equivalent basis

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

    NON-PERFORMING ASSETS

    (dollars in            Mar. 31   Dec. 31  Sept. 30   June 30   Mar. 31
     thousands)              2005      2004      2004      2004      2004
    Non-accrual loans:
      Commercial           $95,528   $80,799   $89,061   $90,370  $113,734
      Consumer              37,637    28,021    24,417    27,923    31,573
      Residential
       mortgages            37,669    33,656    32,858    32,635    41,925
      Total non-accrual
       loans               170,834   142,476   146,336   150,928   187,232
    Restructured loans       1,026     1,097     1,205     1,262     1,378
      Total non-performing
       loans               171,860   143,573   147,541   152,190   188,610
    Real estate owned, net  11,286    12,276    16,397    19,609    18,349
    Other repossessed
     assets                  3,709     4,247     4,824     4,268     5,006
      Total non-performing
       assets             $186,855  $160,096  $168,762  $176,067  $211,965

    Non-performing loans
     as a percentage of
     total loans             0.43%     0.39%     0.42%     0.52%     0.68%
    Non-performing assets
     as a percentage of
     total assets            0.32%     0.29%     0.30%     0.36%     0.45%
    Non-performing assets
     as a percentage of
     total loans, real
     estate owned and
     repossessed assets      0.46%     0.44%     0.48%     0.60%     0.76%
    Allowance for loan
     losses as a percentage
     of non-performing loans  255%      285%      276%      232%      186%


    NET LOAN CHARGE-OFFS

    Quarters ended         Mar. 31   Dec. 31  Sept. 30   June 30   Mar. 31
     (in thousands)          2005      2004      2004       2004      2004
      Commercial
       real estate           $(492)     $614   $(1,064)   $6,117    $3,558
      Commercial and
       industrial and other  7,200    10,357    10,823    14,502    19,767
      Total Commercial       6,708    10,971     9,759    20,619    23,325

      Auto loans             9,557    10,641     7,615     6,418     7,408
      Home equity
       loans and other       3,280     2,840     2,770     3,268     3,605
      Total Consumer        12,837    13,481    10,385     9,686    11,013

      Residential mortgages     43       444       326        65       209
        Total              $19,588   $24,896   $20,470   $30,370   $34,547


    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period

                                          Mar. 31      Dec. 31     Sept. 30
    Quarters ended (in thousands)           2005         2004         2004
      Demand deposit accounts            $5,377,378   $5,087,531   $5,072,090
      NOW accounts                        8,422,725    7,838,584    7,748,012
      Customer repurchase agreements        828,388      837,643      848,890
      Savings accounts                    3,922,642    3,807,099    3,667,116
      Money market accounts               8,673,744    7,870,288    8,407,688
      Certificates of deposits            9,460,879    7,114,373    7,357,882
        Total                           $36,685,756  $32,555,518  $33,101,678

                                                 June 30           Mar. 31
    Quarters ended (in thousands)                  2004              2004
      Demand deposit accounts                   $4,698,610        $4,481,546
      NOW accounts                               6,554,831         6,248,412
      Customer repurchase agreements               810,062           789,524
      Savings accounts                           3,303,890         3,317,836
      Money market accounts                      7,456,917         7,102,117
      Certificates of deposits                   6,176,310         6,178,871
        Total                                  $29,000,620       $28,118,306



    LOAN COMPOSITION - End of period

                                          Mar. 31      Dec. 31     Sept. 30
    Quarters ended (in thousands)           2005         2004         2004
      Commercial real estate             $6,837,814   $5,824,133   $5,800,536
      Commercial industrial loans         8,525,778    8,040,107    7,645,199
    Total commercial loans               15,363,592   13,864,240   13,445,735
      Home equity loans                  10,280,735    9,577,656    8,988,139
      Auto loans                          4,296,296    4,205,547    4,340,487
      Other                                 596,428      486,140      528,366
    Total consumer loans                 15,173,459   14,269,343   13,856,992
    Total residential loans               9,782,953    8,497,496    7,958,974
    Total loans                         $40,320,004  $36,631,079  $35,261,701

                                                 June 30           Mar. 31
    Quarters ended (in thousands)                  2004              2004
      Commercial real estate                    $5,050,915        $4,993,700
      Commercial industrial loans                7,200,541         6,926,275
    Total commercial loans                      12,251,456        11,919,975
      Home equity loans                          7,790,049         6,971,401
      Auto loans                                 3,631,153         3,621,169
      Other                                        564,905           419,533
    Total consumer loans                        11,986,107        11,012,103
    Total residential loans                      4,892,305         4,806,494
    Total loans                                $29,129,868       $27,738,572


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

    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average

                                         Mar. 31      Dec. 31     Sept. 30
    Quarters ended (in thousands)          2005         2004         2004
      Demand deposit accounts           $5,162,704   $5,103,981  $4,936,996
      NOW accounts                       8,041,978    7,544,694   7,117,978
      Customer repurchase agreements       842,657      851,928     821,182
      Savings accounts                   3,930,308    3,821,004   3,621,567
      Money market accounts              8,152,525    8,082,448   8,256,017
      Certificates of deposits           8,659,080    7,221,061   6,985,446
        Total                          $34,789,252  $32,625,116 $31,739,186

                                                 June 30          Mar. 31
    Quarters ended (in thousands)                  2004             2004
      Demand deposit accounts                   $4,506,601       $4,239,684
      NOW accounts                               6,313,501        5,990,184
      Customer repurchase agreements               784,850          880,544
      Savings accounts                           3,328,743        3,217,946
      Money market accounts                      7,167,639        7,017,860
      Certificates of deposits                   6,070,703        6,108,153
        Total                                  $28,172,037      $27,454,371


    LOAN COMPOSITION - Average

                                          Mar. 31      Dec. 31     Sept. 30
    Quarters ended (in thousands)          2005         2004        2004
      Commercial real estate            $6,494,572   $5,788,936  $5,621,144
      Commercial industrial loans        7,522,968    6,953,564   6,534,378
      Other                                852,977      857,351     850,871
    Total commercial loans              14,870,517   13,599,851  13,006,393
      Home equity loans                 10,002,411    9,245,711   8,177,146
      Auto loans                         4,305,100    4,266,466   4,198,175
      Other                                578,520      508,705     544,404
    Total consumer loans                14,886,031   14,020,882  12,919,725
    Total residential loans              9,167,485    8,199,190   6,675,476
    Total loans                        $38,924,033  $35,819,923 $32,601,594

                                                 June 30          Mar. 31
    Quarters ended (in thousands)                  2004             2004
      Commercial real estate                    $5,014,765       $4,869,200
      Commercial industrial loans                6,214,663        5,669,558
      Other                                        855,453          874,302
    Total commercial loans                      12,084,881       11,413,060
      Home equity loans                          7,206,082        6,666,343
      Auto loans                                 3,636,061        3,457,105
      Other                                        460,269          348,921
    Total consumer loans                        11,302,412       10,472,369
    Total residential loans                      4,854,811        5,105,900
    Total loans                                $28,242,104      $26,991,329


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

    Operating earnings for the first quarter of 2005 represents net income
adjusted for the after-tax effects of merger-related and integration charges,
certain restructuring charges and the amortization of intangible assets.
Operating 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 and the amortization of intangible assets.  Management's
operating earnings goal for 2005 excludes the after-tax effects of merger-
related and integration charges, certain restructuring charges and the
amortization of intangible assets.  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
                             Mar. 31   Dec. 31    Sep. 30  Jun. 30   Mar. 31
                               2005      2004       2004     2004      2004

    Net income as reported   $146,151  $137,429   $82,542  $131,354  $102,227
    Contingently convertible
     trust preferred
     interest expense, net
     of tax (1)                 6,394     6,318     6,310     6,301     2,285
    Net income/(loss) for
     EPS purposes            $152,545  $143,747   $88,852  $137,655  $104,512

    Weighted average diluted
     shares for GAAP EPS      401,339   377,625   367,782   337,771   316,827

    Reconciliation to
     operating earnings

    Weighted average diluted
     shares for GAAP EPS      401,339   377,625   367,782   337,771   316,827
    Exclude dilutive effect
     of EITF 04-8 on
     contingently
     convertible debt (1)          -    (26,082)  (26,082)  (26,082)  (10,149)
    Adjusted weighted
     average diluted shares
     for Operating EPS        401,339   351,543   341,700   311,689   306,678

    Net income and EPS as
     reported based on
     adjusted share
     count (1)               $152,545  $137,429   $82,542  $131,354  $102,227

      Business acquisitions:
        Merger related and
         integration costs     15,074    (3,360)   18,162        -     15,332
        Provision for
         loan loss                 -         -         -         -      3,900
      Loss on debt
       extinguishment              -         -     42,605        -         -
      Impairment charges on
       FNMA and FHLMC
       Preferred Stock             -     20,891        -         -         -
      Restructuring
       charges (2)              3,382        -         -         -         -
      Amortization of
       intangibles             12,322    12,562    14,578    12,047    11,999
    Operating earnings       $183,323  $167,522  $157,887  $143,401  $133,458


    (dollars in
     thousands,
     except per
     share data -
     all amounts are
     after tax)                         Quarter Ended             Forward-
                                          Per share                Looking
                        Mar. 31 Dec. 31 Sep. 30 Jun. 30 Mar. 31   Per Share
                          2005    2004    2004    2004    2004      2005

    Net income as
     reported
    Contingently
     convertible trust
     preferred interest
     expense, net of
     tax (1)
    Net income/(loss) for
     EPS purposes         $0.38   $0.38   $0.24   $0.41  $0.33   $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
     for Operating EPS

    Net income and EPS as
     reported based
     on adjusted
     share count (1)      $0.38   $0.39   $0.24   $0.42  $0.33

      Business acquisitions:
        Merger related and
         integration
         costs             0.04   (0.01)   0.05     -     0.05       .04 - .06
       Provision for
         loan loss          -       -       -       -     0.01           -
      Loss on debt
       extinguishment       -       -      0.12     -      -             -
      Impairment charges
       on FNMA and FHLMC
       Preferred Stock      -      0.06     -       -      -
      Restructuring
       charges (2)         0.01     -       -       -      -
      Amortization
       of intangibles      0.03    0.04    0.04    0.04   0.04            0.12
    Operating earnings    $0.46   $0.48   $0.46   $0.46  $0.44   $2.00 - $2.12

    (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, however it is included in our calculation for 2005 operating
        earnings per share.
    (2) Sovereign incurred restructuring charges related to contract
        termination costs on a loan servicing agreement and a charge related
        to vacating certain underutilized real estate.


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

    Purchase of Waypoint Financial Corp Inc. ("Waypoint")

    On January 21, 2005 Sovereign completed the purchase of Waypoint and the
results of its operations are included from purchase date through March 31,
2005.  Sovereign issued 29.8 million shares of common stock and exchanged
Sovereign stock options for existing Waypoint stock options, whose combined
value totaled $677.9 million and made cash payments of $269.9 million to
acquire and convert all outstanding Waypoint shares and stock options and pay
associated fees.  The preliminary purchase price was allocated to acquired
assets and liabilities of Waypoint based on fair value as of January 21, 2005.
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 Waypoint:

    (dollars in millions)

    Assets                               Liabilities
    Investments                 $379.2   Deposits:
    Loans:                                 Core                     $1,503.7
      Commercial               1,299.0     Time                      1,384.6
      Consumer                   991.3       Total deposits          2,888.3
      Residential mortgages      313.8   Borrowings and other debt
                                          obligations                  668.2
        Total loans            2,604.1   Other liabilities              85.3
    Less allowance for loan
     losses                      (26.5)
        Total loans, net       2,577.6   Total liabilities          $3,641.8
    Federal funds and cash       324.2
    Premises and equipment, net   44.2
    Bank owned life insurance     97.0
    Other assets                 266.8
    Core deposit intangible       30.8
    Goodwill                     600.0

        Total assets          $4,319.8

    In connection with the Waypoint acquisition, Sovereign recorded charges
against its earnings for the three month period ended March 31, 2005 for
merger related expenses of $24.7 million pretax ($16.0 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