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 Second Quarter Net Income of $183 Million and Operating/Cash Income of $197 Million; GAAP EPS of $.47 and Operating/Cash EPS of $.49

     Financial Highlights

     -- Net income was $183 million, up 40% from $131 million in the same
        quarter a year ago.  Earnings per diluted share for the second quarter
        of 2005 were $.47, up 16% from $.41 per diluted share in the second
        quarter of 2004.

     -- Operating/cash earnings were $197 million, up 37% from $143 million in
        the same quarter a year ago.  Operating/cash earnings per diluted
        share were $.49 per share, up 7% from $.46 per share in the second
        quarter of 2004.

     -- Efficiency ratio was 48.7% in the second quarter of 2005 as compared
        to 49.2% in the second quarter of 2004.

     -- Positive operating leverage of 1.1 times year-over-year.

     -- Average deposits increased to $36.2 billion during the quarter, an
        annualized organic growth rate of 9%; average core deposits (excluding
        time deposits) increased to $26.8 billion during the quarter, an
        annualized organic growth rate of 5%.

     -- Average loans increased to $41.4 billion during the quarter, an
        annualized organic growth rate of 19%.

     -- Operating/cash return on average assets of 1.31% compared to 1.20% in
        the second quarter of 2004.

     -- Operating/cash return on tangible common equity of 29.1% compared to
        24.8% a year ago.

     -- Annualized net charge-offs decreased to .19% of average loans at June
        30, 2005, versus .20% at March 31, 2005 and .43% at June 30, 2004.

     -- Sovereign repurchased 10 million shares during the quarter through our
        previously announced repurchase program, and a total of 12 million
        shares for the six months ending June 30, 2005.

     -- Despite this deployment of approximately $215 million of capital
        during the quarter, the Tier 1 leverage ratio was 6.86% at June 30,
        2005 versus 6.96% at March 31, 2005 and 7.13% at June 30, 2004.

    PHILADELPHIA, July 19 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc.
("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today
reported second quarter 2005 net income in accordance with generally accepted
accounting principles of $183 million, or $.47 per diluted share, as compared
to $131 million, or $.42 per diluted share, for the second quarter of 2004.
Net income in the second quarter of 2005 included a reversal of merger and
integration charges related to previous acquisitions of $5.5 million, after-
tax, or $.01 per share.
    For the quarter ended June 30, 2005, Sovereign's reported operating/cash
earnings increased 37% to $197 million, or $.49 per diluted share, which
excluded the above-mentioned reversal of merger and integration charges and
$12.2 million or $.03 per share related to amortization of intangible assets,
as compared to $143 million, or $.46 per diluted share a year ago, which
excluded $12.0 million or $.04 per share related to amortization of intangible
assets.  Effective in the fourth quarter of 2004, Sovereign combined its
definition of operating earnings and cash earnings and the related per share
amounts into one number which excludes amortization of core deposit
intangibles, in addition to special items.  Since some 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/cash earnings, as well as the related earnings per share
amounts, is included in a later section of this release.
    Sovereign's net income for the second quarter of 2005 produced annualized
returns on average assets and average shareholders' equity of 1.26% and 13.4%,
respectively.  Operating/cash earnings for the second quarter of 2005 produced
annualized operating/cash return on average assets and average tangible
shareholders' equity of 1.31% and 29.1%.
    Commenting on results for the second quarter of 2005, Jay S. Sidhu,
Sovereign's Chairman and Chief Executive Officer, said, "We are pleased we
were able to maintain or show modest improvement in most of our fundamental
operating metrics given the challenges presented by a flatter yield curve
facing the industry this quarter.  Annualized net charge-offs were down
slightly from the first quarter to 19 basis points, our efficiency ratio was
48.7%, and operating/cash return on average assets was 1.31%.  While
commercial loan growth and residential mortgage activity were very strong this
quarter, the flattening yield curve and competitive deposit pricing continued
to be challenges.  In this yield curve environment we have been focused on
improving the quality of our balance sheet even though this reduces near-term
earnings.  We are also emphasizing commercial loan growth and reducing our
reliance on lower-yielding investment securities as a percentage of total
assets.  As a result of these initiatives, our balance sheet growth during the
quarter was minimal thereby generating additional excess capital.  We
accelerated our repurchase efforts in the second quarter by repurchasing 10
million shares, as we saw Sovereign stock as the most attractive use of our
excess capital generated during the period," concluded Sidhu.

    Net Interest Income and Margin
    Sovereign reported net interest income of $403 million for the second
quarter of 2005, an increase of $71 million, or 21%, compared to the second
quarter of 2004.  Sovereign's average loan portfolio increased during the
second quarter by $2.4 billion to $41.4 billion, reflecting an annualized
growth rate of 25%.  Excluding the effects of the Waypoint acquisition in the
first quarter, average loans increased $1.8 billion during the quarter, an
annualized growth rate of 19%.  Sovereign's average deposits increased $1.4
billion during the quarter, reflecting an annualized growth rate of 17%.
Average core deposits (excludes time deposits) increased during the quarter by
approximately $650 million to $26.8 billion, reflecting an annualized growth
rate of 10%.  Excluding the effects of the Waypoint acquisition in the first
quarter, average deposits increased $781 million during the quarter, an
annualized growth rate of 9%; average core deposits increased $302 million
during the quarter, an annualized growth rate of 5%.
    Net interest margin was 3.13% for the second quarter of 2005, compared to
3.26% in the first quarter of 2005 and 3.22% in the second quarter of 2004.
"Higher short-term rates continue to be a positive, however, the benefit is
temporarily being more than offset by the increased flattening of the yield
curve.  With long-term interest rates at continuing low levels, prepayment
estimates have remained high, which triggered certain adjustments to our
consumer and residential loan portfolios during the quarter," stated Mark R.
McCollom, Sovereign's Chief Financial Officer.  "Should long-term rates rise
in future periods, slower prepayment speeds will benefit consumer and
residential loan yields.  Loan yields on our commercial loan portfolio
expanded nicely during the quarter, up 36 basis points from first quarter
levels, while total deposit costs increased 22 basis points during the same
period."

    Non-Interest Income
    Consumer and commercial banking fees were very strong during the quarter,
up 10% and 8%, respectively, from first quarter 2005 levels.  Consumer banking
fees increased by $15.0 million to $73.1 million, or 26%, compared to the same
period in 2004, primarily driven by growth in loan and deposit fees.  "During
the second quarter, we began to see results from our new community-based
delivery model, which was introduced to our ten markets at the beginning of
the year.  New consumer checking account average weekly openings were up 16%
in the second quarter from first quarter levels," commented McCollom.
Commercial banking fees increased $4.9 million to $35.5 million, or 16%, over
the same period a year ago, primarily driven by growth in loan fees.
    Mortgage banking revenues for the quarter were $21.5 million, compared to
$11.9 million last quarter and $16.4 million in the same quarter a year ago.
Due to increased activity in mortgage banking operations, mortgage banking
revenue increased $9.6 million from first quarter levels reflecting increased
sales activity offset by an impairment charge to increase the valuation
reserve for mortgage servicing rights.  Mortgage banking results are detailed
in the financial tables attached to this release.  As of June 30, 2005,
mortgage servicing rights, net of reserves of $11.2 million, were $78.1
million and our servicing portfolio was $7.0 billion, with a capitalized cost
of 111 basis points.

    Non-Interest Expense
    G&A expenses for the quarter were $273 million, including acquisitions, an
increase from $225 million a year ago.  On a linked quarter basis, G&A
expenses were up $16.3 million due in part to increased marketing efforts,
technology spending related to the development of a Healthcare Savings Account
product as well as account growth and growth in Internet banking, and
commissions and other loan related expenses.  "Although second quarter
expenses are up from first quarter levels, G&A expenses year-to-date are
favorable to our plan.  Our efficiency ratio was 48.7% in the second quarter
of 2005," commented McCollom.
    On a GAAP basis, Sovereign's effective tax rate was 24.4% in the second
quarter; on an operating basis, it was 26.1%.

    Asset Quality
    Sovereign continued to see improvement in net charge-offs during the
second quarter of 2005.  Annualized net charge-offs decreased to .19% of
average loans at June 30, 2005, compared to .20% at March 31, 2005 and .43% at
June 30, 2004.  Non-performing assets ("NPAs") decreased $13.7 million during
the quarter to $173 million at June 30, 2005.  NPAs to total assets were .29%,
compared to .32% at March 31, 2005.  Sovereign's provision for loan losses was
$22.0 million this quarter compared to $22.0 million in the first quarter and
$32.0 million in the second quarter of 2004.  The allowance for loan losses to
total loans decreased slightly to 1.07% at June 30, 2005, as compared to 1.09%
at March 31, 2005 and 1.21% at June 30, 2004.  The allowance for loan losses
to non-performing loans now stands at 272%, as compared to 255% at March 31,
2005 and 232% at June 30, 2004.

    Capital
    During the quarter, Sovereign repurchased ten million shares under a
previously announced repurchase program, for a total of 12 million shares in
the first and second quarters.  Sovereign's Tier 1 leverage ratio was 6.86% at
June 30, 2005.  Tangible common equity to tangible assets, excluding other
comprehensive income ("OCI"), was 5.13% and including OCI was 4.88%.  The
equity to assets ratio was 9.58% at June 30, 2005.  Sovereign Bank's Tier 1
leverage ratio was 7.19% and the bank's risk-based capital ratio was 11.28% at
June 30, 2005.  "During the first and second quarter we returned 86% of net
income to our shareholders through cash dividends and share repurchases.  We
believe share repurchases are an optimal use of our excess capital at the
current time and have repurchased an additional four million shares so far in
the third quarter," commented McCollom.

    Looking Ahead
    "Overall, we felt the second quarter contained several positives such as
very strong commercial loan growth, accelerated share repurchases, reduced
loan charge-offs, and improvement in some of our profitability metrics;
however, the interest rate environment remains a challenge for the second half
of 2005.  Management's stretch goal continues to be to strive to earn about
$2.00 in operating/cash earnings per share for 2005, excluding after-tax one-
time charges of $.04 per share and amortization of intangible assets of
approximately $.12 per share, although we acknowledge this will be very
challenging to achieve if the current interest rate environment persists.
Nevertheless, we are very focused on maintaining our interest rate, credit
risk and capital management discipline and building both long-term and short-
term shareholder value through consistently improving earnings and operating
metrics over the next few years.  We expect to continue sharing with you our
long-term stretch goals but will not be providing quarterly earnings
guidance," Sidhu concluded.
    Based upon our July 18 stock price of $24.33, Sovereign is trading at a
P/E of 13.2x analysts mean 2005 estimate and 155% of current book value.  The
book value per share at June 30, 2005 was $15.70.

    Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company
of Sovereign Bank, a $60 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, July 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=1088336.  The web-cast replay can be accessed
anytime from 11:00 a.m. ET on Wednesday, July 20, 2005 through 12:00 a.m. ET
on September 19, 2005.  Questions may be submitted during the call via email
to investor@sovereignbank.com.  A telephone replay will be accessible from
11:00 a.m. ET on Wednesday, July 20, 2005 through 12:00 a.m. ET (midnight) on
July 25, 2005 by dialing 800-642-1687, confirmation id #7288002.

    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/cash
Earnings, and the related per share amount, in their analysis of the company's
performance.  This measure, as used by Sovereign, adjusts net income
determined in accordance with GAAP to exclude the effects of special items,
including significant gains or losses that are unusual in nature or are
associated with acquiring and integrating businesses, and certain non-cash
charges.  Operating/cash earnings for the first and second quarters 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.  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 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

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

    Operating Data

    Net income                         $183.5  $146.2  $137.4   $82.5  $131.4
    Net income for EPS purposes (1)     189.8   152.5   143.7    88.9   137.7
    Operating/cash earnings (2)         196.5   183.3   167.5   157.9   143.4
    Net interest income                 402.9   398.2   387.0   363.0   332.0
    Provision for loan losses            22.0    22.0    27.0    25.0    32.0
    Total fees and other income before
     securities transactions            158.9   133.4   126.5   108.3   124.2
    Net gain (loss) on investment
     securities                           3.4     8.0   (24.7)   20.2     0.8
    G&A expense                         273.4   257.1   257.3   237.7   224.6
    Other expenses                       27.1    63.8    30.5   129.1    28.1

    Performance Statistics

    Bancorp

    Net interest margin                 3.13%   3.26%   3.29%   3.17%   3.22%
    Operating/cash return on average
     assets (2)                         1.31%   1.29%   1.22%   1.17%   1.20%
    Operating/cash return on average
     equity (2)                        13.84%  13.30%  13.61%  13.82%  14.87%
    Operating/cash return on average
     tangible equity (2)               29.09%  26.45%  26.65%  26.96%  24.75%
    Annualized net loan charge-offs to
     average loans                      0.19%   0.20%   0.28%   0.25%   0.43%
    Efficiency ratio (3)               48.67%  48.36%  50.10%  50.44%  49.22%


    Per Share Data

    Basic earnings per share            $0.50   $0.40   $0.40   $0.25   $0.43
    Diluted earnings per share (1)       0.47    0.38    0.38    0.24    0.41
    Operating/cash earnings per
     share (2)                           0.49    0.46    0.48    0.46    0.46
    Dividend declared per share          .040    .030    .030    .030    .030
    Book value  (4)                     15.70   15.22   14.41   13.95   12.46
    Common stock price:
      High                              22.70   23.73   22.61   22.48   22.10
      Low                               20.13   21.89   21.14   20.48   19.51
      Close                            $22.34  $22.16  $22.55  $21.82  $22.10
    Weighted average common shares:
      Basic                             367.9   368.9   345.6   335.6   306.1
      Diluted (1)                       400.4   401.3   377.6   367.8   337.8
    End-of-period common shares:
      Basic                             365.8   374.8   346.1   345.3   306.2
      Diluted (1)                       398.3   407.4   378.2   377.3   338.2


                                                          Year to Date

                                                    June 30           June 30
                                                      2005              2004
    (dollars in millions, except per
     share data)

    Operating Data

    Net income                                       $329.6            $233.6
    Net income for EPS purposes (1)                   342.4             242.2
    Operating/cash earnings (2)                       379.9             276.9
    Net interest income                               801.1             654.9
    Provision for loan losses                          44.0              75.0
    Total fees and other income before
     securities transactions                          292.3             233.3
    Net gain (loss) on investment securities           11.3              18.7
    G&A expense                                       530.5             447.7
    Other expenses                                     90.9              76.6

    Performance Statistics

    Bancorp

    Net interest margin                               3.19%             3.25%
    Operating/cash return on average assets (2)       1.30%             1.19%
    Operating/cash return on average equity (2)      13.57%            14.97%
    Operating/cash return on average
     tangible equity (2)                             27.75%            25.07%
    Annualized net loan charge-offs to
     average loans                                    0.21%             0.48%
    Efficiency ratio (3)                             48.52%            50.41%


    Per Share Data

    Basic earnings per share                          $0.89             $0.77
    Diluted earnings per share (1)                     0.85              0.74
    Operating/cash earnings per share (2)              0.95              0.90
    Dividend declared per share                       0.070             0.055
    Book value (4)                                    15.70             12.46
    Common stock price:
      High                                            23.73             24.51
      Low                                             20.13             19.51
      Close                                          $22.34            $22.10
    Weighted average common shares:
      Basic                                           368.3             303.4
      Diluted (1)                                     400.8             327.3
    End-of-period common shares:
      Basic                                           365.8             306.2
      Diluted (1)                                     398.3             338.2

    NOTES:

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

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

    Financial Condition Data:

    General
      Total assets                $59,922  $58,926  $54,471  $55,755  $48,687
      Loans                        41,267   40,320   36,631   35,262   29,130
      Total deposits and customer
       related accounts:           36,102   36,686   32,556   33,102   29,001
        Core deposits and other
         customer related
         accounts                  26,683   27,225   25,441   25,744   22,824
        Time deposits               9,419    9,461    7,114    7,358    6,176
      Borrowings                   17,069   15,555   16,140   16,919   15,157
      Minority interests              205      204      204      203      203
      Stockholders' equity          5,743    5,705    4,988    4,815    3,815
      Goodwill                      2,714    2,721    2,125    2,103    1,289
      Core deposit intangible         250      269      257      305      249

    Asset Quality
      Non-performing assets        $173.2   $186.9   $160.1   $168.8   $176.1
      Non-performing loans         $162.4   $171.9   $143.6   $147.5   $152.2
      Non-performing assets to
       total assets                 0.29%    0.32%    0.29%    0.30%    0.36%
      Non-performing loans to
       total loans                  0.39%    0.43%    0.39%    0.42%    0.52%
      Allowance for loan losses    $442.5   $437.7   $408.7   $406.6   $352.6
      Allowance for loan losses
       to total loans               1.07%    1.09%    1.12%    1.15%    1.21%
      Allowance for loan losses
       to non-performing loans       272%     255%     285%     276%     232%

    Capitalization - Bancorp (1)
      Stockholders' equity to
       total assets                 9.58%    9.68%    9.16%    8.64%    7.84%
      Tier 1 leverage capital
       ratio                        6.86%    6.96%    7.05%    6.56%    7.13%
      Tangible equity to tangible
       assets, excluding OCI        5.13%    5.22%    5.25%    4.77%    5.28%
      Tangible equity to tangible
       assets, including OCI        4.88%    4.86%    5.00%    4.51%    4.83%

    Capitalization - Bank (1)
      Stockholders' equity to
       total assets                11.30%   11.58%   10.77%   10.20%    9.12%
      Tier 1 leverage capital
       ratio                        7.19%    7.44%    7.21%    6.66%    6.85%
      Tier 1 risk-based capital
       ratio                        8.64%    8.93%    8.79%    8.51%    8.92%
      Total risk-based capital
       ratio                       11.28%   11.59%   11.64%   11.43%   12.12%

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


     Sovereign Bancorp, Inc. and Subsidiaries
     CONSOLIDATED BALANCE SHEETS
     (unaudited)
                                                 June 30           Mar. 31
    (dollars in thousands)                         2005              2005
    Assets
    Cash and amounts due
     from depository institutions               $1,176,891          $981,674
    Investments:
      Available-for-sale                         7,529,964         7,709,353
      Held-to-maturity                           4,055,135         3,839,848
        Total investments                       11,585,099        11,549,201
    Loans:
      Commercial                                16,152,017        15,363,592
      Consumer                                  15,118,396        15,173,459
      Residential mortgages                      9,997,066         9,782,953
        Total loans                             41,267,479        40,320,004
    Less allowance for loan losses                (442,484)         (437,661)
        Total loans, net                        40,824,995        39,882,343
    Premises and equipment, net                    391,140           394,604
    Accrued interest receivable                    247,505           258,849
    Goodwill                                     2,713,894         2,720,651
    Core deposit intangible                        250,025           268,528
    Bank owned life insurance                      996,645           992,426
    Other assets                                 1,736,089         1,877,557
        Total assets                           $59,922,283       $58,925,833

    Liabilities and Stockholders' Equity
    Liabilities:
    Deposits and other customer related
     accounts:
      Core and other customer related
       accounts                                $26,682,873       $27,224,877
      Time deposits                              9,418,691         9,460,879
        Total                                   36,101,564        36,685,756
    Borrowings and other debt obligations       17,068,806        15,554,598
    Other liabilities                              804,363           775,976
        Total liabilities                       53,974,733        53,016,330
    Minority interests                             204,721           204,286
    Stockholders' equity:
      Common Stock                               3,636,750         3,609,269
      Warrants and stock options                   339,517           346,116
      Unallocated ESOP shares                      (23,707)          (23,707)
      Treasury stock                              (280,223)          (64,495)
      Accumulated other
       comprehensive (loss) / income              (105,727)         (169,312)
      Retained earnings                          2,176,219         2,007,346
        Total stockholders' equity               5,742,829         5,705,217
        Total liabilities and
         stockholders' equity                  $59,922,283       $58,925,833


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

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


     Sovereign Bancorp, Inc. and Subsidiaries
     CONSOLIDATED STATEMENTS OF OPERATIONS
     (unaudited)
                                               Quarter Ended
                              June 30   Mar. 31   Dec. 31  Sept. 30  June 30
                                2005      2005      2004     2004      2004
    (dollars in thousands,
     except per share data)
    Interest and dividend
     income:
       Interest on interest-
        earning deposits        $1,896    $2,233    $1,721   $1,505      $980
       Interest on investment
        securities
           Available for sale   95,878    94,884   102,945  124,803   136,497
           Held to maturity     45,091    45,119    45,512   46,470    31,879
       Interest on loans       566,936   518,820   474,010  412,771   345,288
         Total interest and
          dividend income      709,801   661,056   624,188  585,549   514,644
    Interest expense:
       Deposits and related
        customer accounts      139,879   114,178    91,731   83,160    63,142
       Borrowings              167,047   148,700   145,445  139,439   119,463
         Total interest
          expense              306,926   262,878   237,176  222,599   182,605
         Net interest
          income               402,875   398,178   387,012  362,950   332,039
    Provision for loan losses   22,000    22,000    27,000   25,000    32,000
         Net interest
          income after
          provision for
          loan losses          380,875   376,178   360,012  337,950   300,039
    Non-interest income:
       Consumer banking fees    73,063    66,555    67,759   62,771    58,072
       Commercial banking
        fees                    35,531    33,008    32,843   31,757    30,552
       Mortgage banking
        revenue (1)             21,547    11,932     4,726   (4,080)   16,436
       Capital markets revenue   3,700     4,686     6,548    3,409     5,099
       Bank owned life
        insurance income        12,918    10,903    10,136    9,922     9,588
       Other                    12,092     6,351     4,480    4,498     4,499
         Total fees and other
          income before security
          gains                158,851   133,435   126,492  108,277   124,246
       Net gain/(loss) on
        securities               3,355     7,979   (24,728)  20,247       829
         Total non-
          interest income      162,206   141,414   101,764  128,524   125,075
    Non-interest expense:
    General and administrative
       Compensation and
        benefits               135,803   125,125   123,967  114,871   105,224
       Occupancy and equipment  61,348    62,870    59,221   54,976    52,097
       Technology expense       21,606    18,668    21,486   18,935    19,333
       Outside services         13,805    14,648    13,901   14,332    12,746
       Marketing expense        11,757    11,047    13,089   11,983    10,751
       Other administrative
        expenses                29,072    24,756    25,587   22,583    24,433
         Total general and
          administrative       273,391   257,114   257,251  237,680   224,584
    Other expenses:
       Amortization of core
        deposit intangibles     18,815    18,956    17,670   19,836    17,576
       Trust preferred
        securities and other
        minority interest
        expense                  5,752     5,668     5,630    5,502     5,438
       Equity method
        investments             10,966    10,770    11,875   10,257     7,327
       Loss/(gain) on debt
        extinguishment             -         -         500   65,546    (2,285)
       Restructuring charges       -       5,204       -        -         -
       Merger-related and
        integration charges     (8,447)   23,191    (5,169)  27,941       -
         Total other expenses   27,086    63,789    30,506  129,082    28,056
           Total non-
            interest expense   300,477   320,903   287,757  366,762   252,640
         Income before
          income taxes         242,604   196,689   174,019   99,712   172,474
    Income tax expense          59,133    50,538    36,590   17,170    41,120
         Net income           $183,471  $146,151  $137,429  $82,542  $131,354


    (1) Mortgage banking
     activity is summarized
     below:
    Gains on sale of mortgage
     loans and mortgage
     backed securities         $28,371    $6,377    $2,438   $4,090    $2,808
    Net gains/(loss) recorded
     under SFAS 133                314       653      (111)    (112)   (1,878)
    Mortgage servicing fees,
     net of mortgage
     servicing rights
     amortization                1,627       948       664    1,343    (1,628)
    Mortgage servicing right
     (impairments)/recoveries   (8,765)    3,954     1,735   (9,401)   17,134
         Total mortgage
          banking revenues     $21,547   $11,932    $4,726  $(4,080)  $16,436


                                                        Year to  Date
                                                   June 30           June 30
                                                     2005              2004
    (dollars in thousands, except per
     share data)
    Interest and dividend income:
       Interest on interest-earning deposits        $4,129            $1,508
       Interest on investment securities
           Available for sale                      190,762           273,723
           Held to maturity                         90,210            60,698
       Interest on loans                         1,085,756           678,478
         Total interest and dividend income      1,370,857         1,014,407
    Interest expense:
       Deposits and related customer accounts      254,057           128,154
       Borrowings                                  315,747           231,398
         Total interest expense                    569,804           359,552
         Net interest income                       801,053           654,855
    Provision for loan losses                       44,000            75,000
         Net interest income after
          provision for loan losses                757,053           579,855
    Non-interest income:
       Consumer banking fees                       139,618           112,057
       Commercial banking fees                      68,539            59,237
       Mortgage banking revenue (1)                 33,479            21,863
       Capital markets revenue                       8,386             9,986
       Bank owned life insurance income             23,821            19,214
       Other                                        18,443            10,943
         Total fees and other income before
          security gains                           292,286           233,300
       Net gain/(loss) on securities                11,334            18,710
         Total non-interest income                 303,620           252,010
    Non-interest expense:
    General and administrative
       Compensation and benefits                   260,928           209,304
       Occupancy and equipment                     124,218           106,476
       Technology expense                           40,274            36,938
       Outside services                             28,453            25,082
       Marketing expense                            22,804            21,451
       Other administrative expenses                53,828            48,479
         Total general and administrative          530,505           447,730
    Other expenses:
       Amortization of core deposit intangibles     37,771            35,129
       Trust preferred securities and other
        minority interest expense                   11,420            10,874
        Equity method investments                   21,736             9,339
        Loss/(gain) on debt extinguishment             -              (2,285)
        Restructuring charges                        5,204               -
        Merger-related and integration charges      14,744            23,587
          Total other expenses                      90,875            76,644
            Total non-interest expense             621,380           524,374
          Income before income taxes               439,293           307,491
    Income tax expense                             109,671            73,910
          Net income                              $329,622          $233,581


    (1) Mortgage banking activity is
     summarized below:
    Gains on sale of mortgage loans and
     mortgage backed securities                    $34,748           $19,277
    Net gains/(loss) recorded under SFAS 133           967            (1,797)
    Mortgage servicing fees, net of
     mortgage servicing rights amortization          2,575            (1,491)
    Mortgage servicing right
     (impairments)/recoveries                       (4,811)            5,874
         Total mortgage banking revenues           $33,479           $21,863


     Sovereign Bancorp, Inc. and Subsidiaries
     AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
     (unaudited)
                                                    Quarter Ended
                                                    June 30, 2005
                                              Average                 Yield/
    (dollars in thousands)                    Balance    Interest (1)  Rate
    Earning assets:
       Investment securities                $12,178,325    $154,041    5.06%
       Loans:
        Commercial                           15,768,250     232,919    5.92%
        Consumer                             14,948,933     196,816    5.28%
        Residential mortgages                10,634,549     138,329    5.20%
        Total loans                          41,351,732     568,064    5.50%
        Allowance for loan losses              (444,761)
        Total earning assets                 53,085,296    $722,105    5.45%
    Other assets                              7,103,038
        Total assets                        $60,188,334

    Funding liabilities:
      Deposits and other customer related
       accounts:
           Demand deposit accounts           $5,276,428          $-    0.00%
           NOW accounts                       8,425,311      31,835    1.52%
           Customer repurchase agreements       795,418       4,790    2.42%
           Savings accounts                   3,864,148       6,243    0.65%
           Money market accounts              8,417,965      31,034    1.48%
         Core and other customer related
          accounts                           26,779,270      73,902    1.11%
         Time deposits                        9,458,184      65,977    2.80%
         Total                               36,237,454     139,879    1.55%

      Borrowings:
         Federal Home Loan Bank advances     11,775,740     116,767    3.98%
         Fed funds and repurchase agreements  1,614,427      12,167    3.02%
         Other borrowings                     4,164,200      38,113    3.67%
         Total borrowings                    17,554,367     167,047    3.81%
         Total funding liabilities           53,791,821     306,926    2.29%
    Other liabilities                           698,857
         Total liabilities                   54,490,678
    Stockholders' equity                      5,697,656
         Total liabilities and
          stockholders' equity              $60,188,334
    Net interest income                                    $415,179
    Interest rate spread                                               2.76%
    Net interest margin                                                3.13%

    (1) Tax equivalent basis

                                                    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


                                                    Quarter Ended
                                                    June 30, 2004
                                              Average                 Yield/
    (dollars in thousands)                    Balance    Interest (1)  Rate
    Earning assets:
       Investment securities                $14,766,721    $179,444    4.86%
       Loans:
        Commercial                           12,084,881     138,736    4.55%
        Consumer                             11,302,412     140,510    5.00%
        Residential mortgages                 4,854,811      67,649    5.57%
        Total loans                          28,242,104     346,895    4.90%
        Allowance for loan losses              (355,125)
        Total earning assets                 42,653,700    $526,339    4.93%
    Other assets                              5,357,589
        Total assets                        $48,011,289

    Funding liabilities:
      Deposits and other customer related
       accounts:
           Demand deposit accounts           $4,506,601          $-    0.00%
           NOW accounts                       6,313,501      10,466    0.67%
           Customer repurchase agreements       784,850       1,105    0.57%
           Savings accounts                   3,328,743       4,388    0.53%
           Money market accounts              7,167,639      16,423    0.92%
         Core and other customer related
          accounts                           22,101,334      32,382    0.59%
         Time deposits                        6,070,703      30,760    2.04%
         Total                               28,172,037      63,142    0.90%

      Borrowings:
         Federal Home Loan Bank advances      8,271,726      79,227    3.81%
         Fed funds and repurchase agreements  3,148,479       7,529    0.94%
         Other borrowings                     3,868,466      32,707    3.36%
         Total borrowings                    15,288,671     119,463    3.10%
         Total funding liabilities           43,460,708     182,605    1.68%
    Other liabilities                           671,178
         Total liabilities                   44,131,886
    Stockholders' equity                      3,879,403
         Total liabilities and
          stockholders' equity              $48,011,289
    Net interest income                                    $343,734
    Interest rate spread                                               2.86%
    Net interest margin                                                3.22%

    (1) Tax equivalent basis


     Sovereign Bancorp, Inc. and Subsidiaries
     AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
     (unaudited)
                                                     Year to Date
                                                     June 30, 2005
                                            Average                  Yield/
    (dollars in thousands)                  Balance    Interest (1)   Rate
    Earning assets:
       Investment securities               $12,153,766     $307,236   5.06%
       Loans:
        Commercial                          15,321,314      437,327   5.75%
        Consumer                            14,917,656      390,747   5.27%
        Residential mortgages                9,905,070      261,005   5.27%
        Total loans                         40,144,040    1,089,079   5.46%
        Allowance for loan losses             (438,839)
        Total earning assets                51,858,967   $1,396,315   5.41%
    Other assets                             7,013,495
        Total assets                       $58,872,462

    Funding liabilities:
      Deposits and other customer related
       accounts:
           Demand deposit accounts          $5,219,880           $-   0.00%
           NOW accounts                      8,234,704       57,291   1.40%
           Customer repurchase agreements      818,907        8,806   2.17%
           Savings accounts                  3,897,045       12,373   0.64%
           Money market accounts             8,285,978       56,521   1.38%
         Core and other customer related
          accounts                          26,456,514      134,991   1.03%
         Time deposits                       9,060,839      119,066   2.65%
         Total                              35,517,353      254,057   1.44%
      Borrowings:
         Federal Home Loan Bank advances    11,345,327      221,703   3.94%
         Fed funds and repurchase
          agreements                         1,528,315       21,705   2.85%
         Other borrowings                    4,159,878       72,339   3.49%
         Total borrowings                   17,033,520      315,747   3.73%
         Total funding liabilities          52,550,873      569,804   2.18%
    Other liabilities                          678,089
         Total liabilities                  53,228,962
    Stockholders' equity                     5,643,500
         Total liabilities and
          stockholders' equity             $58,872,462
    Net interest income                                    $826,511
    Interest rate spread                                              2.81%
    Net interest margin                                               3.19%

    (1) Tax equivalent basis


                                                    Year to Date
                                                    June 30, 2004
                                            Average                  Yield/
    (dollars in thousands)                  Balance    Interest (1)   Rate
    Earning assets:
       Investment securities               $14,443,837     $355,819   4.93%
       Loans:
        Commercial                          11,748,971      271,060   4.57%
        Consumer                            10,887,391      276,219   5.10%
        Residential mortgages                4,980,356      134,392   5.40%
        Total loans                         27,616,718      681,671   4.93%
        Allowance for loan losses             (349,405)
        Total earning assets                41,711,150   $1,037,490   4.97%
    Other assets                             5,222,896
        Total assets                       $46,934,046

    Funding liabilities:
      Deposits and other customer related
       accounts:
           Demand deposit accounts          $4,373,142           $-   0.00%
           NOW accounts                      6,151,843       19,598   0.64%
           Customer repurchase agreements      832,697        2,442   0.59%
           Savings accounts                  3,273,344        8,650   0.53%
           Money market accounts             7,092,750       33,353   0.95%
         Core and other customer related
          accounts                          21,723,776       64,043   0.59%
         Time deposits                       6,089,653       64,111   2.12%
         Total                              27,813,429      128,154   0.93%
      Borrowings:
         Federal Home Loan Bank advances     8,167,421      157,042   3.82%
         Fed funds and repurchase
          agreements                         2,851,718       14,947   1.04%
         Other borrowings                    3,716,061       59,409   3.18%
         Total borrowings                   14,735,200      231,398   3.12%
         Total funding liabilities          42,548,629      359,552   1.69%
    Other liabilities                          665,751
         Total liabilities                  43,214,380
    Stockholders' equity                     3,719,666
         Total liabilities and
          stockholders' equity             $46,934,046
    Net interest income                                    $677,938
    Interest rate spread                                              2.89%
    Net interest margin                                               3.25%

    (1) Tax equivalent basis


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

    NON-PERFORMING ASSETS

                             June 30   Mar. 31   Dec. 31   Sept. 30  June 30
    (dollars in thousands)     2005      2005      2004      2004      2004
    Non-accrual loans:
      Commercial              $91,358   $95,528   $80,799   $89,061   $90,370
      Consumer                 38,385    37,637    28,021    24,417    27,923
      Residential mortgages    31,717    37,669    33,656    32,858    32,635
      Total non-accrual loans 161,460   170,834   142,476   146,336   150,928
    Restructured loans            939     1,026     1,097     1,205     1,262
      Total non-
       performing loans       162,399   171,860   143,573   147,541   152,190
    Real estate owned, net      8,494    11,286    12,276    16,397    19,609
    Other repossessed assets    2,302     3,709     4,247     4,824     4,268
      Total non-
       performing assets     $173,195  $186,855  $160,096  $168,762  $176,067

    Non-performing loans as
     a percentage of total
     loans                      0.39%     0.43%     0.39%     0.42%     0.52%
    Non-performing assets as
     a percentage of total
     assets                     0.29%     0.32%     0.29%     0.30%     0.36%
    Non-performing assets as
     a percentage of total
     loans, real estate
     owned and repossessed
     assets                     0.42%     0.46%     0.44%     0.48%     0.60%
    Allowance for loan
     losses as a percentage
     of non-performing loans     272%      255%      285%      276%      232%


    NET LOAN CHARGE-OFFS

                                  June 30  Mar. 31  Dec. 31 Sept. 30  June 30
    Quarters ended (in thousands)   2005     2005     2004     2004     2004
      Commercial real estate         $294    $(492)    $614  $(1,064)  $6,117
      Commercial and industrial
       and other                    8,964    7,200   10,357   10,823   14,502
      Total Commercial              9,258    6,708   10,971    9,759   20,619

      Auto loans                    5,851    9,557   10,641    7,615    6,418
      Home equity loans and other   4,241    3,280    2,840    2,770    3,268
      Total Consumer               10,092   12,837   13,481   10,385    9,686

      Residential mortgages            72       43      444      326       65
        Total                     $19,422  $19,588  $24,896  $20,470  $30,370


    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period

                                                 June 30           Mar. 31
    Quarters ended (in thousands)                  2005              2005
      Demand deposit accounts                   $5,378,465        $5,377,378
      NOW accounts                               8,269,183         8,422,725
      Customer repurchase agreements               875,203           828,388
      Savings accounts                           3,807,967         3,922,642
      Money market accounts                      8,352,055         8,673,744
      Certificates of deposits                   9,418,691         9,460,879
        Total                                  $36,101,564       $36,685,756

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


    LOAN COMPOSITION - End of period

                                                 June 30           Mar. 31
    Quarters ended (in thousands)                  2005              2005
      Commercial real estate                    $6,946,477        $6,837,814
      Commercial industrial loans                9,205,540         8,525,778
    Total commercial loans                      16,152,017        15,363,592
      Home equity loans                         10,300,629        10,280,735
      Auto loans                                 4,285,537         4,296,296
      Other                                        532,230           596,428
    Total consumer loans                        15,118,396        15,173,459
    Total residential loans                      9,997,066         9,782,953
    Total loans                                $41,267,479       $40,320,004

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


    DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average

                                                  June 30           Mar. 31
    Quarters ended (in thousands)                   2005              2005
      Demand deposit accounts                   $5,276,428        $5,162,704
      NOW accounts                               8,425,311         8,041,978
      Customer repurchase agreements               795,418           842,657
      Savings accounts                           3,864,148         3,930,308
      Money market accounts                      8,417,965         8,152,525
      Certificates of deposits                   9,458,184         8,659,080
        Total                                  $36,237,454       $34,789,252

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


    LOAN COMPOSITION - Average

                                                  June 30           Mar. 31
    Quarters ended (in thousands)                   2005              2005
      Commercial real estate                    $6,909,795        $6,494,572
      Commercial industrial loans                8,008,968         7,522,968
      Other                                        849,487           852,977
    Total commercial loans                      15,768,250        14,870,517
      Home equity loans                         10,127,012        10,002,411
      Auto loans                                 4,262,377         4,305,100
      Other                                        559,544           578,520
    Total consumer loans                        14,948,933        14,886,031
    Total residential loans                     10,634,549         9,167,485
    Total loans                                $41,351,732       $38,924,033

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


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

    Operating/cash earnings for 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/cash earnings for 2004 represent net income adjusted for the
after-tax effects of merger-related and integration charges and the loss on
early extinguishment of debt, the fourth quarter adoption of EITF 04-8,
other-than-temporary non-cash impairment charges on Fannie Mae and Freddie Mac
preferred equity securities and the amortization of intangible assets.
Management's operating/cash 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/cash earnings.


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

    Net income as reported   $183,471  $146,151  $137,429   $82,542  $131,354
    Contingently convertible
     trust preferred
     interest expense, net
     of tax (1)                 6,335     6,394     6,318     6,310     6,301
    Net income/(loss) for
     EPS purposes            $189,806  $152,545  $143,747   $88,852  $137,655

    Weighted average diluted
     shares for GAAP EPS      400,371   401,339   377,625   367,782   337,771

    Reconciliation to
     operating/cash earnings

    Weighted average diluted
     shares for GAAP EPS      400,371   401,339   377,625   367,782   337,771
    Exclude dilutive effect
     of EITF 04-8 on
     contingently
     convertible debt (1)          -         -    (26,082)  (26,082)  (26,082)
    Adjusted weighted
     average diluted shares
     for Operating/cash EPS   400,371   401,339   351,543   341,700   311,689

    Net income and EPS as
     reported based on
     adjusted share count
     (1)                     $189,806  $152,545  $137,429   $82,542  $131,354

      Business acquisitions:
        Merger related and
         integration costs     (5,490)   15,074    (3,360)   18,162        -
        Provision for
         loan loss                 -         -         -         -         -
      Loss on debt
       extinguishment              -         -         -     42,605        -
      Impairment charges on
       FNMA and FHLMC
       Preferred Stock             -         -     20,891        -         -
      Restructuring charges (2)    -      3,382        -         -         -
      Amortization of
       intangibles             12,229    12,322    12,562    14,578    12,047
    Operating/cash earnings  $196,545  $183,323  $167,522  $157,887  $143,401


                                                   Per share
                                  Jun. 30  Mar. 31  Dec. 31  Sep. 30  Jun. 30
                                    2005     2005     2004     2004     2004

    Net income as reported
    Contingently convertible trust
     preferred interest expense,
     net of tax (1)
    Net income/(loss)
     for EPS purposes              $0.47    $0.38    $0.38    $0.24    $0.41

    Weighted average diluted
     shares for GAAP EPS

    Reconciliation to
     operating/cash 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/cash EPS

    Net income and EPS as
     reported based on
     adjusted share count (1)      $0.47    $0.38    $0.39    $0.24    $0.42

      Business acquisitions:
        Merger related and
         integration costs         (0.01)    0.04    (0.01)    0.05       -
        Provision for loan loss      -        -        -        -         -
      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     0.03     0.04     0.04     0.04
    Operating/cash earnings        $0.49    $0.46    $0.48    $0.46    $0.46


                                                                     Forward-
                                              Year to Date           Looking
                                    Total dollars      Per Share     Per Share
                                  Jun. 30  Jun. 30  Jun. 30  Jun. 30
                                    2005     2004     2005     2004     2005

    Net income as reported       $329,622  $233,581
    Contingently convertible
     trust preferred interest
     expense, net of tax (1)       12,729     8,586
    Net income/(loss) for EPS
     purposes                    $342,351  $242,167   $0.85   $0.74    $1.84

    Weighted average diluted
     shares for GAAP EPS          400,843   327,298

    Reconciliation to
     operating/cash earnings

    Weighted average diluted
     shares for GAAP EPS          400,843   327,298
    Exclude dilutive effect
     of EITF 04-8 on contingently
     convertible debt (1)              -    (18,115)
    Adjusted weighted average
     diluted shares for
     Operating/cash EPS           400,843   309,183

    Net income and EPS as
     reported based on adjusted
     share count (1)             $342,351  $233,581   $0.85   $0.76

      Business acquisitions:
        Merger related and
         integration costs          9,584    15,332    0.02    0.05     0.03
        Provision for loan loss        -      3,900     -      0.01      -
      Loss on debt extinguishment      -         -      -       -        -
      Impairment charges on FNMA and
       FHLMC Preferred Stock           -         -      -       -        -
      Restructuring charges (2)     3,382        -     0.01     -       0.01
      Amortization of intangibles  24,551    24,046    0.06    0.08     0.12
    Operating/cash earnings      $379,868  $276,859   $0.95   $0.90    $2.00

    (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/cash earnings per
         share, however it is included in our calculation for 2005
         operating/cash earnings per share.
    (2)  Sovereign incurred restructuring charges in the first quarter of 2005
         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

    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
                  June 30      Mar. 31     Dec. 31    Sept. 30    June 30
                    2005         2005        2004        2004       2004
    Average
     Equity      $5,697,656  $5,588,703  $4,898,154  $4,544,175  $3,879,403
    Average
     Goodwill     2,725,526   2,507,849   2,118,673   1,941,306   1,289,409
    Average CDI     261,854     270,193     278,319     272,861     259,762
    Average
     Tangible
     Equity       2,710,276   2,810,661   2,501,162   2,330,008   2,330,232

    Operating
     Return on
     Average Equity  13.84%      13.30%      13.61%      13.82%      14.87%
      Effect of
       Goodwill      13.91%      11.87%      11.53%      11.52%       8.23%
      Effect of CDI   1.34%       1.28%       1.51%       1.62%       1.66%
    Tangible Return
     on Average
     Equity          29.09%      26.45%      26.65%      26.96%      24.75%

                                                          Year-to-Date
                                                    June 30        June 30
                                                      2005           2004
    Average Equity                                $5,643,500     $3,719,666
    Average Goodwill                               2,617,281      1,234,570
    Average CDI                                      265,998        264,063
    Average Tangible Equity                        2,760,221      2,221,033

    Operating Return on Average Equity                13.57%         14.97%
      Effect of Goodwill                              12.87%          8.32%
      Effect of CDI                                    1.31%          1.78%
    Tangible Return on Average Equity                 27.75%         25.07%


     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 for
approximately $950 million.  A cash payment of $269.9 million was made in
connection with the transaction with the remaining consideration consisting of
the issuance of 29.8 million shares of common stock and stock options (to
convert outstanding Waypoint stock options into Sovereign stock options).  The
preliminary purchase price was allocated to acquired assets and liabilities of
Waypoint based on fair value as of January 21, 2005.  Sovereign 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                67.6
    Less allowance for loan
     losses                      (26.5)
        Total loans, net       2,577.6  Total liabilities            $3,624.1
    Federal funds and cash       324.2
    Premises and equipment, net   34.2
    Bank owned life insurance     97.0
    Other assets                 263.9
    Core deposit intangible       31.1
    Goodwill                     598.5

        Total assets          $4,305.7

    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 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.