Exhibit 99.1 Sovereign Bancorp, Inc. Announces 2004 Third Quarter Net Income of $83 Million, Record Operating Income of $143 Million and Cash Earnings of $162 Million Financial Highlights -- Net income of $82.5 million, including a special debt redemption charge of $42.6 million after-tax and a merger and integration charge of $18.2 million after-tax, for the third quarter of 2004, as compared to $109 million a year ago. -- Earnings per share, including the above mentioned charges of $.18 per share, for the third quarter of 2004 were $.24 per share, as compared to $.37 per share in same quarter of 2003. -- Operating earnings in the third quarter of 2004 were $143 million, up 31% from $109 million a year ago. Operating earnings per share were $.42 per share, up 14% from $.37 per share in the same quarter of 2003. -- Cash earnings for the third quarter of 2004 were $162 million, up 30% from $124 million in the same quarter a year ago. Cash earnings per share were $.47 per share, up 12% from $.42 per share in the third quarter of 2003. -- Consumer and Commercial loans, excluding the impact of acquisitions, increased 28% and 9%, respectively, from the third quarter of 2003. -- Core deposits increased 21% from the third quarter of 2003 and 13% from the second quarter of 2004. Excluding acquisitions, core deposits increased 6% from the third quarter of 2003. -- Reduced the investment portfolio by $1.1 billion during the quarter. -- Consumer Banking and Commercial Banking fee revenues were $63 million and $32 million, respectively, each up 17% from a year earlier. -- The provision for loan losses was $25.0 million in this quarter. The provision exceeded net charge-offs by $4.5 million in this quarter. -- Non-performing assets decreased to .30% of total assets at September 30, 2004, versus .36% at June 30, 2004. Non-performing assets declined $7.3 million to $169 million. -- Equity to assets ratio was 8.64% at September 30, 2004, compared to 7.72% at September 30, 2003 and 7.84% at June 30, 2004. The Tier 1 leverage ratio was 6.56% at September 30, 2004. -- Sovereign continues to be positioned to benefit from higher interest rates. -- Successfully completed the acquisition of Seacoast Financial Services Corporation on July 23, 2004. Systems conversion successfully completed by October 17th. PHILADELPHIA, Oct. 19 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today reported third quarter 2004 net income after non-recurring charges of $60.8 million, or $.18 per share, of $82.5 million, or $.24 per diluted share, as compared to $109 million, or $.37 per diluted share, for the third quarter of 2003. Net income in the third quarter of 2004 included the previously announced after-tax merger and integration charge of $18.2 million, or $.05 per share, associated with the acquisition of Seacoast Financial Services Corporation ("Seacoast") and an after-tax charge of $42.6 million, or $.13 per share, in connection with the early redemption of $500 million of high-cost debt. Excluding these charges, operating earnings were up 31% to $143 million as compared to $109 million for the third quarter of 2003. Operating earnings per share were up 14% to $.42 per share from $.37 per share during the third quarter of 2003. Cash earnings increased to $162 million, or $.47 per diluted share, as compared to $124 million, or $.42 per diluted share, for the third quarter of 2003. A reconciliation of net income, operating earnings and cash earnings, as well as the related earnings per share amounts, is included in a later section of this release. Commenting on results for the third quarter of 2004, Jay S. Sidhu, Sovereign's Chairman and Chief Executive Officer, said, "The third quarter was another strong quarter for Sovereign. We are pleased that the Federal Reserve has begun to increase short-term interest rates, as this immediately benefited our net interest income and should also drive net interest margin expansion in the fourth quarter. Commercial and consumer loans were up 9% and 28%, respectively, from the third quarter of 2003, excluding the impact of acquisitions; while core deposits were up 6%. Our credit quality again showed improvement during the quarter. Operating expenses are being held in check, as the only increases in expenses for the quarter were related to our acquisition of Seacoast. Lastly, we are pleased to welcome Seacoast's customers, shareholders and team members to Sovereign, as we successfully closed and converted this acquisition during the quarter." September of this year marked the five-year anniversary of Sovereign's announcement of the Fleet/BankBoston branch acquisition, the largest banking divestiture in U.S. history. It consisted of 285 branches, $12 billion in deposits and $9 billion in loans. This acquisition enabled Sovereign to enter the New England market with a very significant market share, ranking third in the region. Since Sovereign's successful integration in the third quarter of 2000, the annual growth rate in operating earnings per share has been 10%, and since 2001, Sovereign's operating earnings annual growth rate has been 25%. Since the third quarter of 2000, Sovereign's commercial and consumer loans have grown 14% and 20%, respectively, on average per year. Core deposits have grown 15% on average per year. Banking fees have increased 30% on average per year. Operating expenses have increased only 1.5% on average per year. Sovereign's efficiency ratio has decreased more than 500 basis points. Capital levels have improved substantially. Equity to assets has expanded 315 basis points to 8.64% at September 30, 2004. Tier 1 Leverage has expanded 356 basis points to 6.56% at September 30, 2004. Tangible common equity has expanded 315 basis points to 4.51% at September 30, 2004. In addition to dramatically improved capital levels, the quality of Sovereign's balance sheet has improved as Sovereign has removed most of the high-cost debt financing incurred in this transaction. "This acquisition transformed Sovereign into a high growth community-oriented commercial bank with a diversified loan portfolio, a low-cost deposit base and a very strong market position. It has substantially enhanced franchise and shareholder value. This is evidenced by a 145% appreciation in our stock price since October of 1999, outperforming a number of market indices including the DJIA, S&P 500, Bank Super regional, Bank NYSE and Thrift NYSE during that time period," commented Sidhu. Net Interest Income and Margin Sovereign reported net interest income of $363 million for the third quarter of 2004, an increase of $75.7 million, or 26% compared to the third quarter of 2003. On a linked-quarter basis, net interest income increased by $30.9 million, or 9.3%, in spite of the fact that the company de-levered the investment portfolio by $1.1 billion. As a result of higher short-term interest rates, commercial loan yields increased by 36 basis points and consumer loan yields increased by 10 basis points during the quarter. Most of Sovereign's variable rate consumer loans have repricing periods that lag rate changes by up to one quarter. Deposit costs increased by only 14 basis points in the third quarter. During the quarter, Sovereign successfully redeemed $500 million of 10.50% senior notes and replaced them with lower-cost, unsecured senior debt much more reflective of the financial strength of Sovereign today. The 10.50% senior notes that were redeemed carried a cost of approximately 8.18%, as $400 million of the debt was swapped to floating rate at a cost of Libor + 550 basis points. Sovereign funded this redemption with cash on hand and a new two-year senior note issue of $300 million at a floating rate of Libor + 33 basis points. Net interest margin was 3.17% for the third quarter of 2004, compared to 3.22% in the second quarter of 2004 and 3.32% in the third quarter of 2003, primarily impacted by the flattening of the yield curve. Commenting on third quarter net interest margin, James D. Hogan, Sovereign's Chief Financial Officer, noted, "As we have previously stated, Sovereign's net interest income has benefited from the quarter's short-term interest rate hikes. However, meaningful net interest margin expansion requires 100 basis points or more of rate hikes, as replacement yields on new loan production are still lower than the assets running off due to the flattening of the yield curve. Our fourth quarter outlook for both net interest income and net interest margin is positive, as the fourth quarter will reflect a full quarter's benefit of three 25 basis point rate hikes by the Federal Reserve as well as the impact of our debt redemption, which was completed late in September." Non-Interest Income Sovereign's consumer and commercial banking fees generated record levels once again in the third quarter of 2004. Consumer banking fees increased by $9.2 million, or 17%, compared to the same period in 2003. The increase was driven principally by deposit fees, which increased by $7.0 million to $51.3 million. Commercial banking fees increased $4.6 million to $31.8 million, or 17%, over the same period a year ago driven by growth in loan fees. Consumer and commercial banking fees increased 8% and 4%, respectively, in the third quarter of 2004 as compared to second quarter 2004 levels. Excluding approximately $3.7 million in revenue related to Seacoast, consumer and commercial banking fees increased 11.0% and 15.4%, respectively, over last year. Mortgage banking revenues for the quarter were a loss of $4.1 million, compared to revenues of $16.4 million last quarter and $17.5 million a year ago. Due to changes in prepayment speeds and interest rates, a servicing rights impairment charge of $9.4 million was recorded in the third quarter of 2004. This compares to reversals of valuation reserve recorded in the second quarter of 2004 and the third quarter of 2003 of $17.1 million and $18.3 million, respectively. Hogan noted, "Excluding an impairment charge this quarter and reversals of the valuation reserve related to mortgage servicing rights in the previous comparable quarters, mortgage banking revenues were $5.3 million in the third quarter of 2004 as compared to slight losses of $.7 million in the second quarter of 2004 and $.8 million in the third quarter of 2003." Mortgage banking results are summarized in the financial tables attached to this release. As of September 30, 2004, mortgage servicing rights, net of reserves of $10.9 million, were $74.0 million and our servicing portfolio was $6.5 billion, with a capitalized cost of 114 basis points. Sovereign has attempted in recent quarters to minimize fee income volatility by realizing gains on sales of investments to offset mortgage banking declines resulting from servicing right impairment charges, as these two revenue sources have characteristics that offset each other. This is evidenced by third quarter and second quarter 2004 combined revenue from mortgage banking revenue and securities gains of $16.2 million and $17.3 million, respectively. Non-Interest Expense G&A expenses for the quarter were $238 million, up 5.8% from $225 million in the second quarter and up 13% from $211 million a year ago. Excluding operating expenses during the quarter of approximately $18.0 million related to Seacoast, G&A expenses decreased $5.0 million from the second quarter of 2004. Hogan stated, "In the third quarter, our efficiency ratio was 50.4% versus 49.2% in the second quarter of 2004 and 51.8% in the third quarter of 2003. Most of the increase we've seen in our efficiency ratio is a result of weak mortgage banking results, as well as the timing of systems conversions related to our acquisition of Seacoast. A portion of Seacoast was converted at closing on July 23, 2004, while a more significant portion was not converted until the weekend of October 15th. We have committed to improving our efficiency ratio by 100 basis points in 2004 and we are ahead of schedule in fulfilling that commitment." Sovereign's effective tax rate declined in the third quarter to 17.2% on a GAAP basis due to reduced pre-tax income resulting from the debt redemption and Seacoast merger charges incurred during the quarter, which were both tax benefited at 35%. On an operating basis, Sovereign's effective tax rate was 25.8% in the third quarter. Sovereign's full-year 2004 effective tax rate is expected to be approximately 26% on an operating basis, since all of Sovereign's operating adjustments are tax benefited at 35%. Franchise Growth Sovereign's total loan portfolio increased during the third quarter by $6.1 billion to $35.3 billion, $4.1 billion of which was a result of the Seacoast acquisition. Organic loan growth was $2.0 billion during the quarter. Consumer loans have increased 28% over the third quarter of last year, while commercial loans have increased 9%, excluding the impact of acquisitions. Commercial and consumer loans now make up 38% and 39%, respectively, of the total loan portfolio. The following table depicts Sovereign's loan composition as of September 30, 2004 ($ in millions): Loan Category Ending Balance Q3 2004 Yield Q2 2004 Yield Q3 2004 % of Loans Commercial $13,446 4.91% 4.55% 38.1% Consumer 13,857 5.10% 5.00% 39.3 Residential mortgage 7,959 5.21% 5.57% 22.6 Total $35,262 5.05% 4.90% 100% Core deposits increased $2.9 billion during the quarter to $25.7 billion; excluding the Seacoast acquisition, core deposits grew $468 million, or 8.2% annualized, during the quarter. Total deposits increased $4.1 billion during the quarter to $33.1 billion; $3.6 billion of the increase was a result of the Seacoast acquisition. Time deposits account for only 22% of total deposits at September 30, 2004. The following table summarizes Sovereign's deposit position as of September 30, 2004 ($ in millions): Deposit Category Ending Balance Q3 2004 Cost Q2 2004 Cost Q3 2004 % of Total Deposits Checking $13,669 0.57% 0.40 % 41.3% Other core (MMDA & Savings) 12,075 0.97% 0.80 % 36.5 Total Core 25,744 0.76% 0.59% 77.8 Time deposits 7,358 2.04% 2.04% 22.2 Total deposits $33,102 1.04% .90% 100% Asset Quality Sovereign's credit quality continued to improve in the third quarter of 2004. Non-performing assets ("NPAs") declined $7 million during the quarter to $169 million at September 30, 2004; this includes $17.5 million of non-performing loans added as a result of the Seacoast acquisition. NPAs to total assets decreased to .30% during the third quarter of 2004, compared to ..36% at June 30, 2004. Sovereign's provision for loan losses was $25.0 million this quarter compared to $32.0 million in the second quarter and $36.6 million in the third quarter of 2003. The allowance for loan losses to total loans decreased to 1.15% at September 30, 2004, as compared to 1.21% at June 30, 2004 and 1.31% at September 30, 2003, due to improved credit quality and a shift towards a lower risk loan portfolio due to the acquisition of Seacoast. Coverage of non-performing loans improved significantly during the quarter. The allowance for loan losses to non-performing loans now stands at 276%, as compared to 232% at June 30, 2004 and 137% at September 30, 2003. Capital Sovereign's Tier 1 leverage ratio was 6.56% at September 30, 2004. Tangible common equity to tangible assets was 4.51%. Tangible common equity to tangible assets, excluding other comprehensive income ("OCI"), was 4.77%. The equity to assets ratio was 8.64% at September 30, 2004. Sovereign Bank's Tier 1 leverage ratio was 6.62% and the bank's risk-based capital ratio was 11.34% at September 30, 2004. Accounting Changes On September 30, 2004, the Emerging Issues Task Force (EITF) reached a consensus on EITF 04-8 "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share," which eliminated certain accounting benefits of convertible debt with contingent conversion features by requiring such instruments to be accounted for under the if-converted method for diluted earnings per share purposes. Issuers whose contingent convertible debt can be settled in stock will be required to increase the number of shares used in diluted earnings per share calculations by the total number of shares underlying the contingent convertible debt, regardless of conversion price. Many companies, including Sovereign, are retroactively affected by this accounting change. Sovereign issued $800 million of contingently convertible trust preferred equity income redeemable securities in the first quarter of 2004. Effective in the fourth quarter 2004, Sovereign will be required to adopt EITF 04-8 and as a result, prior period earnings per share will be required to be restated. Sovereign expects this accounting change to result in a downward restatement of year-to-date prior period diluted GAAP earnings per share from $.99 to $.97. A reconcilement of quarterly GAAP, earnings per share, including the anticipated impact of EITF 04-8, is included in a later section of this release. Looking Ahead "We continue to be comfortable with management's guidance of $1.65 to $1.70 in operating earnings per share and approximately $1.85 to $1.90 in cash earnings per share for 2004, excluding the $.03 to $.04 anticipated impact of EITF 04-8 described above, after-tax merger related charges of $.12 for our completed acquisitions of First Essex and Seacoast and $.13 in connection with the debt redemption," Sidhu commented. "We are also comfortable with the analysts' mean estimate of $1.91 per share for 2005, which implies an operating earnings growth of 14%. In spite of recent accounting changes, which will impact 2005 earnings per share $.05 to $.06, management's goal remains to strive for $1.90 to $2.00 in operating earnings per share, excluding after-tax merger related charges of $.04 to $.06 for our pending acquisition of Waypoint, which is expected to close in January 2005." A reconcilement of GAAP, operating, and cash earnings per share is included in a later section of this release. Based upon our October 18 stock price of $21.54, Sovereign is trading at a P/E of 11.3x analysts' mean 2005 estimate of operating earnings per share, a P/E of 10.4x for implied 2005 cash earnings per share and 154% of current book value. The book value per share at September 30, 2004 was $13.95. Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company of Sovereign Bank, pro forma a $60 billion financial institution with more than 650 community banking offices, over 1,000 ATMs and approximately 9,500 team members in Connecticut, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania and Rhode Island. In addition to full-service retail banking, Sovereign offers a broad array of financial services and products including business and corporate banking, cash management, capital markets, trust and wealth management and insurance. Pro forma for pending acquisitions, Sovereign is the 18th largest banking institution in the United States. For more information on Sovereign Bank, visit http://www.sovereignbank.com or call 1-877-SOV-BANK. Interested parties will have the opportunity to listen to a live web-cast of Sovereign's Third Quarter 2004 earnings call on Wednesday, October 20 beginning at 8:30 a.m. ET at >Investor Relations >News >Conference Calls/Webcasts; or http://www.firstcallevents.com/service/ajwz410086127gf12.html. The web-cast replay can be accessed anytime from 11:00 a.m. ET on October 20, 2004 through 12 a.m. ET (midnight) on December 15, 2004. Questions may be submitted during the call via email to investor@sovereignbank.com. A telephone replay will be accessible from October 20, 2004 - October 25, 2004 by dialing 1-800-642-1687, and confirmation id#1093191. Note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Sovereign's management uses the non-GAAP measures of Operating Earnings and Cash Earnings, and the related per share amounts, in their analysis of the company's performance. These measures, as used by Sovereign, adjust 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 represent net income adjusted for the after-tax effects of merger-related and integration charges and the loss on early extinguishment of debt. The forward-looking operating earnings guidance for 2004 excludes the anticipated impact of EITF 04-8, which will be effective in the fourth quarter of 2004. Cash earnings are operating earnings excluding the after-tax effect of amortization of intangible assets and stock-based compensation expense associated with stock options, restricted stock, bonus deferral plans and ESOP awards. Since certain of these items and their impact on Sovereign's performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information in evaluating the operating 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 2004 and beyond for Sovereign Bancorp, Inc. as well as estimates of financial condition, operating 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 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 2004 2004 2004 2003 2003 (dollars in millions, except per share data) Operating Data Net income $82.5 $131.4 $102.2 $112.6 $109.2 Operating earnings (1) 143.3 131.4 121.5 112.6 109.2 Cash earnings (2) 161.6 147.2 136.9 127.3 124.4 Net interest income 363.0 332.0 322.8 308.5 287.3 Provision for loan losses 25.0 32.0 43.0 40.0 36.6 Total fees and other income before securities transactions 108.3 124.2 109.1 121.2 119.5 Net gain on investment securities 20.2 0.8 17.9 10.2 18.8 G&A expense 237.7 224.6 223.1 217.6 210.8 Other expenses (3) 129.1 28.1 48.6 27.4 27.5 Performance Statistics Bancorp Net interest margin (3) 3.17% 3.22% 3.28% 3.39% 3.32% Cash return on average assets (2) 1.20% 1.23% 1.20% 1.18% 1.20% Operating return on average assets (1) 1.07% 1.10% 1.07% 1.05% 1.05% Cash return on average equity (2) 14.14% 15.26% 15.47% 15.94% 15.97% Operating return on average equity (1) 12.55% 13.62% 13.72% 14.10% 14.03% Annualized net loan charge-offs to average loans 0.25% 0.43% 0.51% 0.55% 0.55% Efficiency ratio (3) (4) 50.44% 49.22% 51.67% 50.65% 51.82% Per Share Data Basic earnings per share $0.25 $0.43 $0.34 $0.38 $0.37 Diluted earnings per share 0.24 0.42 0.33 0.38 0.37 Operating earnings per share (1) 0.42 0.42 0.40 0.38 0.37 Cash earnings per share (2) 0.47 0.47 0.45 0.43 0.42 Dividend declared per share .030 .030 .025 .025 .025 Book value (5) 13.95 12.46 12.78 11.12 10.84 Common stock price: High 22.48 22.10 24.51 24.99 19.68 Low 20.48 19.51 20.37 18.42 15.74 Close $21.82 $22.10 $21.42 $23.75 $18.55 Weighted average common shares: Basic 335.6 306.1 300.7 292.5 292.2 Diluted 341.7 311.7 306.7 298.5 297.2 End-of-period common shares: Basic 345.3 306.2 306.4 293.1 292.3 Diluted 351.2 312.1 311.7 299.4 297.4 Sovereign Bancorp, Inc. and Subsidiaries FINANCIAL HIGHLIGHTS (unaudited) Year to Date Sept. 30 Sept. 30 2004 2003 (dollars in millions, except per share data) Operating Data Net income $316.1 $289.3 Operating earnings (1) 396.1 308.1 Cash earnings (2) 445.6 354.4 Net interest income 1,017.8 897.1 Provision for loan losses 100.0 122.0 Total fees and other income before securities transactions 341.6 334.4 Net gain on investment securities 39.0 55.8 G&A expense 685.4 634.7 Other expenses (3) 205.7 130.6 Performance Statistics Bancorp Net interest margin (3) 3.22% 3.43% Cash return on average assets (2) 1.21% 1.16% Operating return on average assets (1) 1.08% 1.00% Cash return on average equity (2) 14.90% 16.13% Operating return on average equity (1) 13.24% 14.02% Annualized net loan charge-offs to average loans 0.39% 0.55% Efficiency ratio (3) (4) 50.42% 51.54% Per Share Data Basic earnings per share $1.01 $1.06 Diluted earnings per share 0.99 1.01 Operating earnings per share (1) 1.24 1.07 Cash earnings per share (2) 1.39 1.23 Dividend declared per share 0.085 0.075 Book value (5) 13.95 10.84 Common stock price: High 24.51 15.57 Low 19.51 11.85 Close $21.82 $12.90 Weighted average common shares: Basic 314.4 272.1 Diluted 320.3 287.7 End-of-period common shares: Basic 345.3 292.3 Diluted 351.2 297.4 NOTES: (1) Operating earnings represent net income excluding the after-tax effects of special items, including significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses. See reconciliation on page I. (2) Cash earnings represents operating earnings excluding the after-tax effects of non-cash charges for the amortization of intangible assets and stock based compensation. Stock based compensation encompasses arrangements with employees under which the Company's obligation will be settled by using stock rather than cash and includes expense related to stock options, restricted stock, bonus deferral plans, and ESOP expense. See reconciliation on page I. (3) Effective July 1, 2003, Sovereign elected to change the Company's accounting policy to treat trust preferred securities as liabilities and the associated dividends on the trust preferred securities as interest expense. Previously, this cost was classified within other expenses. This change in accounting policy did not have any impact on consolidated shareholders' equity or net income; however, it did result in an increase in liabilities of $207.6 million at July 1, 2003 and an increase of $5 million and $3 million in net interest expense, with a corresponding decrease in other expense, for the three-month periods ended September 30, 2003 and December 31, 2003, respectively. Prior periods have not been adjusted to conform with this change in accounting policy. (4) Efficiency ratio equals general and administrative expense as a percentage of total revenue, defined as the sum of net interest income and total fees and other income before securities transactions. (5) Book value equals stockholders' equity at period-end divided by common shares outstanding. Sovereign Bancorp, Inc. and Subsidiaries FINANCIAL HIGHLIGHTS (unaudited) Quarter Ended Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 2004 2004 2004 2003 2003 (dollars in millions) Financial Condition Data: General Total assets $55,755 $48,687 $47,043 $43,505 $41,055 Loans 35,262 29,130 27,739 26,149 24,550 Total deposits and customer related accounts: 33,102 29,001 28,118 27,344 27,515 Core deposits and other customer related accounts 25,744 22,824 21,939 21,334 21,233 Time deposits 7,358 6,176 6,179 6,010 6,283 Borrowings 16,919 15,157 14,262 12,198 9,570 Minority interests 203 203 203 202 202 Stockholders' equity 4,815 3,815 3,916 3,260 3,169 Goodwill 2,103 1,289 1,293 1,027 1,027 Core deposit intangible 305 249 262 269 287 Asset Quality Non-performing assets $168.8 $176.1 $212.0 $220.4 $257.7 Non-performing loans $147.5 $152.2 $188.6 $199.4 $236.1 Non-performing assets to total assets 0.30% 0.36% 0.45% 0.51% 0.63% Non-performing loans to total loans 0.42% 0.52% 0.68% 0.76% 0.96% Allowance for loan losses $406.6 $352.6 $351.0 $327.9 $322.7 Allowance for loan losses to total loans 1.15% 1.21% 1.27% 1.25% 1.31% Allowance for loan losses to non-performing loans 276% 232% 186% 164% 137% Capitalization - Bancorp (1) Stockholders' equity to total assets 8.64% 7.84% 8.32% 7.49% 7.72% Tier 1 leverage capital ratio 6.56% 7.13% 7.12% 5.61% 5.60% Tangible equity to tangible assets, excluding OCI 4.77% 5.28% 5.19% 4.80% 4.73% Tangible equity to tangible assets, including OCI 4.51% 4.83% 5.19% 4.66% 4.67% Capitalization - Bank (1) Stockholders' equity to total assets 10.20% 9.12% 9.60% 8.99% 9.49% Tier 1 leverage capital ratio 6.62% 6.85% 6.82% 6.66% 6.96% Tier 1 risk-based capital ratio 8.42% 8.92% 8.82% 8.60% 8.65% Total risk-based capital ratio 11.34% 12.12% 12.13% 12.12% 12.20% (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) Sept. 30 June 30 Mar. 31 (dollars in thousands) 2004 2004 2004 Assets Cash and amounts due from depository institutions $1,266,044 $1,026,719 $893,193 Investments: Available-for-sale 10,111,845 10,493,897 11,912,292 Held-to-maturity 4,027,472 4,007,041 2,489,030 Total investments 14,139,317 14,500,938 14,401,322 Loans: Commercial 13,445,735 12,251,456 11,919,975 Consumer 13,856,992 11,986,107 11,012,103 Residential mortgages 7,958,974 4,892,305 4,806,494 Total loans 35,261,701 29,129,868 27,738,572 Less allowance for loan losses (406,612) (352,637) (351,007) Total loans, net 34,855,089 28,777,231 27,387,565 Premises and equipment, net 352,089 286,682 289,517 Accrued interest receivable 225,918 196,347 188,002 Goodwill 2,103,158 1,289,340 1,292,809 Core deposit intangible 304,754 249,169 261,582 Bank owned life insurance 879,189 851,155 841,568 Other assets 1,629,450 1,509,296 1,487,657 Total assets $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 $25,743,796 $22,824,310 $21,939,435 Time deposits 7,357,882 6,176,310 6,178,871 Total 33,101,678 29,000,620 28,118,306 Borrowings and other debt obligations 16,919,164 15,157,017 14,261,686 Other liabilities 715,326 511,131 545,084 Total liabilities 50,736,168 44,668,768 42,925,076 Minority interests 203,488 202,919 202,513 Stockholders' equity: Common Stock 2,934,733 2,105,312 2,102,183 Warrants and stock options 318,874 306,594 305,297 Unallocated ESOP shares (26,078) (26,078) (26,078) Treasury stock (19,767) (20,242) (22,190) Accumulated other comprehensive income/ (loss) (136,645) (222,499) 6,349 Retained earnings 1,744,235 1,672,103 1,550,065 Total stockholders' equity 4,815,352 3,815,190 3,915,626 Total liabilities and stockholders' equity $55,755,008 $48,686,877 $47,043,215 Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (unaudited) Dec. 31 Sept. 30 (dollars in thousands) 2003 2003 Assets Cash and amounts due from depository institutions $950,302 $971,697 Investments: Available-for-sale 10,102,619 11,109,603 Held-to-maturity 2,516,352 413,152 Total investments 12,618,971 11,522,755 Loans: Commercial 11,063,686 10,756,312 Consumer 10,010,289 9,684,319 Residential mortgages 5,074,684 4,109,216 Total loans 26,148,659 24,549,847 Less allowance for loan losses (327,894) (322,684) Total loans, net 25,820,765 24,227,163 Premises and equipment, net 273,278 273,931 Accrued interest receivable 190,714 175,644 Goodwill 1,027,292 1,027,292 Core deposit intangible 268,759 287,293 Bank owned life insurance 801,535 792,607 Other assets 1,553,713 1,776,910 Total assets $43,505,329 $41,055,292 Liabilities and Stockholders' Equity Liabilities: Deposits and other customer related accounts: Core and other customer related accounts $21,334,106 $21,232,550 Time deposits 6,009,902 6,282,630 Total 27,344,008 27,515,180 Borrowings and other debt obligations 12,197,603 9,570,356 Other liabilities 501,176 599,032 Total liabilities 40,042,787 37,684,568 Minority interests 202,136 201,757 Stockholders' equity: Common Stock 1,892,126 1,872,953 Warrants and stock options 13,944 13,230 Unallocated ESOP shares (26,078) (28,465) Treasury stock (21,927) (22,501) Accumulated other comprehensive income/ (loss) (52,924) (16,345) Retained earnings 1,455,265 1,350,095 Total stockholders' equity 3,260,406 3,168,967 Total liabilities and stockholders' equity $43,505,329 $41,055,292 Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Quarter Ended Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 2004 2004 2004 2003 2003 (dollars in thousands, except per share data) Interest and dividend income: Interest on interest- earning deposits $1,505 $980 $528 $385 $539 Interest on investment securities Available for sale 124,803 136,497 137,226 144,787 132,211 Held to maturity 46,470 31,879 28,819 5,142 5,958 Interest on loans 412,771 345,288 333,190 324,990 325,062 Total interest and dividend income 585,549 514,644 499,763 475,304 463,770 Interest expense: Deposits and related customer accounts 83,160 63,142 65,012 68,647 73,488 Borrowings 139,439 119,463 111,935 98,178 102,990 Total interest expense 222,599 182,605 176,947 166,825 176,478 Net interest income 362,950 332,039 322,816 308,479 287,292 Provision for loan losses 25,000 32,000 43,000 40,000 36,600 Net interest income after provision for loan losses 337,950 300,039 279,816 268,479 250,692 Non-interest income: Consumer banking fees 62,771 58,072 53,985 53,778 53,531 Commercial banking fees 31,757 30,552 28,685 28,766 27,197 Mortgage banking revenue (1) (4,080) 16,436 5,427 15,725 17,458 Capital markets revenue 3,409 5,099 4,887 4,814 5,389 Bank owned life insurance income 9,922 9,588 9,626 10,810 12,080 Other 4,498 4,499 6,444 7,262 3,861 Total fees and other income before security gains 108,277 124,246 109,054 121,155 119,516 Net gain on securities 20,247 829 17,881 10,232 18,848 Total non- interest income 128,524 125,075 126,935 131,387 138,364 Non-interest expense: General and administrative Compensation and benefits 114,871 105,224 104,080 98,314 97,788 Occupancy and equipment 54,976 52,097 54,379 53,437 52,838 Technology expense 18,935 19,333 17,605 19,145 18,652 Outside services 14,332 12,746 12,336 14,148 12,192 Marketing expense 11,983 10,751 10,700 8,385 9,218 Other administrative expenses 22,583 24,433 24,046 24,201 20,132 Total general and administrative 237,680 224,584 223,146 217,630 210,820 Other expenses: Amortization of core deposit intangibles 19,836 17,576 17,553 17,823 18,246 Trust preferred securities and other minority interest expense 5,502 5,438 5,436 5,439 5,434 Equity method investments (2) 10,257 7,327 2,012 4,159 2,966 Loss/(gain) on debt extinguishment 65,546 (2,285) - - 857 Merger-related and integration charges 27,941 - 23,587 - - Total other expenses 129,082 28,056 48,588 27,421 27,503 Total non- interest expense 366,762 252,640 271,734 245,051 238,323 Income before income taxes 99,712 172,474 135,017 154,815 150,733 Income tax expense 17,170 41,120 32,790 42,228 41,500 Net income $82,542 $131,354 $102,227 $112,587 $109,233 Diluted earnings per share $0.24 $0.42 $0.33 $0.38 $0.37 Operating earnings per share (3) $0.42 $0.42 $0.40 $0.38 $0.37 Weighted average shares: Basic 335,603 306,087 300,720 292,540 292,169 Diluted 341,700 311,689 306,678 298,508 297,151 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans and mortgage backed securities 4,090 2,808 16,469 9,457 19,080 Net gains/(loss) recorded under SFAS 133 (112) (1,878) 81 7,895 (14,112) Mortgage servicing fees, net of mortgage servicing rights amortization 1,343 (1,628) 137 (479) (5,760) Mortgage servicing right (impairments)/ recoveries (9,401) 17,134 (11,260) (1,148) 18,250 Total mortgage banking revenues (4,080) 16,436 5,427 15,725 17,458 (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. (3) See reconciliation on Page I. Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Year to Date Sept. 30 Sept. 30 2004 2003 (dollars in thousands, except per share data) Interest and dividend income: Interest on interest-earning deposits $3,013 $1,756 Interest on investment securities Available for sale 398,526 439,910 Held to maturity 107,168 21,981 Interest on loans 1,091,249 990,800 Total interest and dividend income 1,599,956 1,454,447 Interest expense: Deposits and related customer accounts 211,314 252,042 Borrowings 370,837 305,256 Total interest expense 582,151 557,298 Net interest income 1,017,805 897,149 Provision for loan losses 100,000 121,957 Net interest income after provision for loan losses 917,805 775,192 Non-interest income: Consumer banking fees 174,828 155,041 Commercial banking fees 90,994 79,207 Mortgage banking revenue (1) 17,783 34,293 Capital markets revenue 13,395 22,200 Bank owned life insurance income 29,136 32,528 Other 15,441 11,095 Total fees and other income before security gains 341,577 334,364 Net gain on securities 38,957 55,825 Total non-interest income 380,534 390,189 Non-interest expense: General and administrative Compensation and benefits 324,175 290,436 Occupancy and equipment 161,452 157,324 Technology expense 55,873 53,887 Outside services 39,414 39,288 Marketing expense 33,434 30,439 Other administrative expenses 71,062 63,361 Total general and administrative 685,410 634,735 Other expenses: Amortization of core deposit intangibles 54,965 56,012 Trust preferred securities and other minority interest expense 16,376 37,374 Equity method investments (2) 19,596 7,338 Loss/(gain) on debt extinguishment 63,261 29,838 Merger-related and integration charges 51,528 - Total other expenses 205,726 130,562 Total non-interest expense 891,136 765,297 Income before income taxes 407,203 400,084 Income tax expense 91,080 110,820 Net income $316,123 $289,264 Diluted earnings per share $0.99 $1.01 Operating earnings per share (3) $1.24 $1.07 Weighted average shares: Basic 314,365 272,114 Diluted 320,251 287,693 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans and mortgage backed securities 23,367 51,767 Net gains/(loss) recorded under SFAS 133 (1,909) (6,186) Mortgage servicing fees, net of mortgage servicing rights amortization (148) (11,641) Mortgage servicing right (impairments)/recoveries (3,527) 353 Total mortgage banking revenues 17,783 34,293 (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. (3) See reconciliation on Page I. Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Quarter Ended September 30, 2004 Yield/ (dollars in thousands) Average Balance Interest (1) Rate Earning assets: Investment securities $15,045,842 $183,007 4.86% Loans: Commercial 13,006,393 162,723 4.91% Consumer 12,919,725 165,502 5.10% Residential mortgages 6,675,476 86,906 5.21% Total loans 32,601,594 415,131 5.05% Allowance for loan losses (395,427) Total earning assets 47,252,009 $598,138 5.03% Other assets 6,223,444 Total assets $53,475,453 Funding liabilities: Deposits and other customer related accounts: Core and other customer related accounts $24,753,740 $47,349 0.76% Time deposits 6,985,446 35,811 2.04% Total 31,739,186 83,160 1.04% Borrowings: Federal Home Loan Bank advances 9,759,462 87,986 3.54% Fed funds and repurchase agreements 2,797,876 16,206 2.31% Other borrowings 3,921,692 35,247 3.56% Total borrowings 16,479,030 139,438 3.34% Total funding liabilities 48,218,216 $222,599 1.83% Other liabilities 713,062 Total liabilities 48,931,278 Stockholders' equity 4,544,175 Total liabilities and stockholders' equity $53,475,453 Net interest income $375,539 Interest rate spread 2.80% Net interest margin 3.17% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Quarter Ended June 30, 2004 Yield/ (dollars in thousands) Average 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: 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) Quarter Ended September 30, 2003 Yield/ (dollars in thousands) Average Balance Interest (1) Rate Earning assets: Investment securities $11,280,351 $145,505 5.16% Loans: Commercial 10,761,231 130,897 4.77% Consumer 9,340,289 130,403 5.54% Residential mortgages 4,335,326 64,616 5.96% Total loans 24,436,846 325,916 5.28% Allowance for loan losses (323,743) Total earning assets 35,393,454 $471,421 5.29% Other assets 5,773,003 Total assets $41,166,457 Funding liabilities: Deposits and other customer related accounts: Core and other customer related accounts $21,093,786 $31,967 0.60% Time deposits 6,430,966 41,521 2.56% Total 27,524,752 73,488 1.06% Borrowings: Federal Home Loan Bank advances 5,968,148 73,111 4.83% Fed funds and repurchase agreements 1,303,393 3,328 1.01% Other borrowings 2,291,656 26,551 4.58% Total borrowings 9,563,197 102,990 4.25% Total funding liabilities 37,087,949 $176,478 1.88% Other liabilities 988,561 Total liabilities 38,076,510 Stockholders' equity 3,089,947 Total liabilities and stockholders' equity $41,166,457 Net interest income $294,943 Interest rate spread 2.85% Net interest margin 3.32% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Year to Date September 30, 2004 Average Yield/ (dollars in thousands) Balance Interest (1) Rate Earning assets: Investment securities $14,645,912 538,827 4.90% Loans: Commercial 12,171,171 433,788 4.69% Consumer 11,569,780 441,722 5.10% Residential mortgages 5,549,520 221,298 5.32% Total loans 29,290,471 1,096,808 4.97% Allowance for loan losses (364,857) Total earning assets 43,571,526 $1,635,635 4.99% Other assets 5,558,865 Total assets $49,130,391 Funding liabilities: Deposits and other customer related accounts: Core and other customer related accounts $22,741,136 $111,393 0.65% Time deposits 6,390,430 99,921 2.09% Total 29,131,566 211,314 0.97% Borrowings: Federal Home Loan Bank advances 8,701,974 245,027 3.72% Fed funds and repurchase agreements 2,833,640 31,153 1.46% Other borrowings 3,785,105 94,657 3.31% Total borrowings 15,320,719 370,837 3.20% Total funding liabilities 44,452,285 $582,151 1.74% Other liabilities 681,635 Total liabilities 45,133,920 Stockholders' equity 3,996,471 Total liabilities and stockholders' equity $49,130,391 Net interest income $1,053,484 Interest rate spread 2.85% 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 September 30, 2003 Average Yield/ (dollars in thousands) Balance Interest (1) Rate Earning assets: Investment securities $11,894,103 $478,552 5.36% Loans: Commercial 10,531,400 403,546 5.06% Consumer 8,970,627 390,332 5.82% Residential mortgages 4,451,050 200,034 5.99% Total loans 23,953,077 993,912 5.52% Allowance for loan losses (312,308) Total earning assets 35,534,872 $1,472,464 5.51% Other assets 5,453,491 Total assets $40,988,363 Funding liabilities: Deposits and other customer related accounts: Core and other customer related accounts $20,217,404 $116,955 0.77% Time deposits 6,640,323 135,087 2.72% Total 26,857,727 252,042 1.25% Borrowings: Federal Home Loan Bank advances 5,865,820 224,937 5.08% Fed funds and repurchase agreements 1,972,641 3,881 0.25% Other borrowings 2,086,034 76,438 4.86% Total borrowings 9,924,495 305,256 4.07% Total funding liabilities 36,782,222 $557,298 2.01% Other liabilities 1,268,257 Total liabilities 38,050,479 Stockholders' equity 2,937,884 Total liabilities and stockholders' equity $40,988,363 Net interest income $915,166 Interest rate spread 2.97% Net interest margin 3.43% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) NON-PERFORMING ASSETS Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 (dollars in thousands) 2004 2004 2004 2003 2003 Non-accrual loans: Commercial $89,061 $90,370 $113,734 $129,029 $165,317 Consumer 24,417 27,923 31,573 30,921 29,667 Residential mortgages 32,858 32,635 41,925 38,195 39,745 Total non-accrual loans 146,336 150,928 187,232 198,145 234,729 Restructured loans 1,205 1,262 1,378 1,235 1,335 Total non- performing loans 147,541 152,190 188,610 199,380 236,064 Real estate owned, net 16,397 19,609 18,349 17,016 17,556 Other repossessed assets 4,824 4,268 5,006 4,051 4,082 Total non- performing assets $168,762 $176,067 $211,965 $220,447 $257,702 Non-performing loans as a percentage of total loans 0.42% 0.52% 0.68% 0.76% 0.96% Non-performing assets as a percentage of total assets 0.30% 0.36% 0.45% 0.51% 0.63% Non-performing assets as a percentage of total loans, real estate owned and repossessed assets 0.48% 0.60% 0.76% 0.84% 1.05% Allowance for loan losses as a percentage of non-performing loans 276% 232% 186% 164% 137% NET LOAN CHARGE-OFFS Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 Quarters ended (in thousands) 2004 2004 2004 2003 2003 Commercial real estate $(1,064) $6,117 $3,558 $98 $2,308 Commercial and industrial and other 10,823 14,502 19,767 25,755 22,151 Total Commercial 9,759 20,619 23,325 25,853 24,459 Auto loans 7,615 6,418 7,408 5,521 5,038 Home equity loans and other 2,770 3,268 3,605 3,277 2,964 Total Consumer 10,385 9,686 11,013 8,798 8,002 Residential mortgages 326 65 209 138 992 Total $20,470 $30,370 $34,547 $34,789 $33,453 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2004 2004 2004 Demand deposit accounts $5,072,090 $4,698,610 $4,481,546 NOW accounts 7,748,012 6,554,831 6,248,412 Customer repurchase agreements 848,890 810,062 789,524 Savings accounts 3,667,116 3,303,890 3,317,836 Money market accounts 8,407,688 7,456,917 7,102,117 Certificates of deposits 7,357,882 6,176,310 6,178,871 Total $33,101,678 $29,000,620 $28,118,306 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period Dec. 31 Sept. 30 Quarters ended (in thousands) 2003 2003 Demand deposit accounts $4,306,376 $4,292,621 NOW accounts 6,068,163 6,294,730 Customer repurchase agreements 1,017,544 902,522 Savings accounts 3,098,892 3,166,319 Money market accounts 6,843,131 6,576,358 Certificates of deposits 6,009,902 6,282,630 Total $27,344,008 $27,515,180 LOAN COMPOSITION - End of period Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2004 2004 2004 Commercial real estate $5,800,536 $5,050,915 $4,993,700 Commercial industrial loans 7,645,199 7,200,541 6,926,275 Total commercial loans 13,445,735 12,251,456 11,919,975 Home equity loans 8,988,139 7,790,049 6,971,401 Auto loans 4,340,487 3,631,153 3,621,169 Other 528,366 564,905 419,533 Total consumer loans 13,856,992 11,986,107 11,012,103 Total residential loans 7,958,974 4,892,305 4,806,494 Total loans $35,261,701 $29,129,868 $27,738,572 LOAN COMPOSITION - End of period Dec. 31 Sept. 30 Quarters ended (in thousands) 2003 2003 Commercial real estate $4,702,046 $4,660,138 Commercial industrial loans 6,361,640 6,096,174 Total commercial loans 11,063,686 10,756,312 Home equity loans 6,457,682 6,102,455 Auto loans 3,240,383 3,261,150 Other 312,224 320,714 Total consumer loans 10,010,289 9,684,319 Total residential loans 5,074,684 4,109,216 Total loans $26,148,659 $24,549,847 Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2004 2004 2004 Demand deposit accounts $4,936,996 $4,506,601 $4,239,684 NOW accounts 7,117,978 6,313,501 5,990,184 Customer repurchase agreements 821,182 784,850 880,544 Savings accounts 3,621,567 3,328,743 3,217,946 Money market accounts 8,256,017 7,167,639 7,017,860 Certificates of deposits 6,985,446 6,070,703 6,108,153 Total $31,739,186 $28,172,037 $27,454,371 Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average Dec. 31 Sept. 30 Quarters ended (in thousands) 2003 2003 Demand deposit accounts $4,197,814 $4,186,582 NOW accounts 6,135,210 6,253,423 Customer repurchase agreements 963,885 970,330 Savings accounts 3,138,766 3,180,188 Money market accounts 6,744,627 6,503,263 Certificates of deposits 6,138,121 6,430,966 Total $27,318,423 $27,524,752 LOAN COMPOSITION - Average Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2004 2004 2004 Commercial real estate $5,621,144 $5,014,765 $4,869,200 Commercial industrial loans 6,534,378 6,214,663 5,669,558 Other 850,871 855,453 874,302 Total commercial loans 13,006,393 12,084,881 11,413,060 Home equity loans 8,177,146 7,206,082 6,666,343 Auto loans 4,198,175 3,636,061 3,457,105 Other 544,404 460,269 348,921 Total consumer loans 12,919,725 11,302,412 10,472,369 Total residential loans 6,675,476 4,854,811 5,105,900 Total loans $32,601,594 $28,242,104 $26,991,329 LOAN COMPOSITION - Average Dec. 31 Sept. 30 Quarters ended (in thousands) 2003 2003 Commercial real estate $4,662,734 $4,610,919 Commercial industrial loans 5,336,532 5,285,571 Other 881,626 864,741 Total commercial loans 10,880,892 10,761,231 Home equity loans 6,241,296 5,824,058 Auto loans 3,248,915 3,203,014 Other 319,592 313,217 Total consumer loans 9,809,803 9,340,289 Total residential loans 4,726,609 4,335,326 Total loans $25,417,304 $24,436,846 Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF CASH AND OPERATING EARNINGS TO REPORTED EARNINGS (unaudited) Operating earnings for 2004 exclude the after tax effects of loan loss provision and merger expenses related to the First Essex and Seacoast acquisitions and the after-tax effects of the loss on our debt extinguishment of holding company notes in September 2004. The forward-looking operating earnings guidance for 2004 excludes the anticipated impact of EITF 04-8 which will be effective in the fourth quarter of 2004. Operating earnings for 2003 excludes the after tax effects of the loss on our debt extinguishment of holding company notes that occurred in March 2003. Cash earnings are operating earnings excluding the after-tax effects of non-cash charges for amortization of intangible assets and stock based compensation. (dollars in thousands, except per share data - all amounts are after tax) Quarter Ended Total dollars Sept. 30 Jun. 30 Sept. 30 2004 2004 2003 Net income as reported $82,542 $131,354 $109,233 Business acquisitions: Merger related and integration costs 18,162 - - Provision for loan loss - - - Adoption of EITF 04-8 (1) - - - Loss on debt extinguishment 42,605 - - Operating earnings 143,309 131,354 109,233 Amortization of intangibles 14,578 12,047 12,387 Stock based compensation (2) 3,671 3,761 2,795 Cash earnings $161,558 $147,162 $124,415 Weighted average diluted shares 341,700 311,689 297,151 Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF CASH AND OPERATING EARNINGS TO REPORTED EARNINGS (unaudited) (dollars in thousands, except per share data - all amounts are after tax) Quarter Ended Per share Sept. 30 Jun. 30 Sept. 30 2004 2004 2003 Net income as reported $0.24 $0.42 $0.37 Business acquisitions: Merger related and integration costs 0.05 - - Provision for loan loss - - - Adoption of EITF 04-8 (1) - - - Loss on debt extinguishment 0.13 - - Operating earnings 0.42 0.42 0.37 Amortization of intangibles 0.04 0.04 0.04 Stock based compensation (2) 0.01 0.01 0.01 Cash earnings $0.47 $0.47 $0.42 Weighted average diluted shares Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF CASH AND OPERATING EARNINGS TO REPORTED EARNINGS (unaudited) (dollars in thousands, except per share data - all amounts are after tax) Year to Date Total dollars Per Share Sept. Sept. Sept. 30 Sept. 30 30 30 2004 2003 2004 2003 Net income as reported $316,123 $289,264 $0.99 $1.01 Business acquisitions: Merger related and integration costs 33,493 - 0.11 - Provision for loan loss 3,900 - 0.01 - Adoption of EITF 04-8 (1) - - - - Loss on debt extinguishment 42,605 18,838 0.13 0.07 Operating earnings 396,121 308,102 1.24 1.07 Amortization of intangibles 38,624 37,989 0.12 0.13 Stock based compensation (2) 10,900 8,265 0.03 0.03 Cash earnings $445,645 $354,356 $1.39 $1.23 Weighted average diluted shares 320,251 288,296 Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF CASH AND OPERATING EARNINGS TO REPORTED EARNINGS (unaudited) (dollars in thousands, except per share data - all amounts are after tax) Forward-Looking Per Share 2004 2005 Net income as reported $1.36 - $1.41 $1.84 - $1.94 Business acquisitions: Merger related and integration costs 0.11 .04 - .06 Provision for loan loss 0.01 - Adoption of EITF 04-8 (1) 0.03 - 0.04 - Loss on debt extinguishment 0.13 - Operating earnings $1.65 - $1.70 $1.90 - $2.00 Amortization of intangibles 0.16 Stock based compensation (2) 0.04 Cash earnings $1.85 - $1.90 Weighted average diluted shares (1) Effective in the fourth quarter of 2004, Sovereign will be required to adopt 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. Sovereign issued $800 million of contingently convertible trust preferred equity income redeemable securities in the first quarter of 2004. Prior period earnings per share will be required to be restated as detailed below. Year to Quarter Ended Date Sept. 30 Jun. 30 Mar. 30 Sept. 30 2004 2004 2004 2004 Net income as reported: $82,542 $131,354 $102,227 $316,123 Addback : Contingently convertible trust preferred interest expense, net of tax 6,310 6,300 2,285 14,895 Adjusted net income for earnings per share purposes $88,852 $137,654 $104,512 $331,018 Weighted average diluted shares as reported 341,700 311,689 306,678 320,251 Additional dilution from contingently convertible debt 26,082 26,082 9,675 20,613 Adjusted weighted average diluted shares 367,782 337,771 316,353 340,864 Adjusted diluted earnings per share 0.24 0.41 0.33 0.97 (2) Stock based compensation encompasses arrangements with employees under which the Company's obligation will be settled by using stock rather than cash and includes expense related to stock options, restricted stock, bonus deferral plans, and ESOP expense. Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) Purchase of First Essex Bancorp Inc. ("First Essex") On February 6, 2004 Sovereign completed the purchase of First Essex and the results of its operations are included from purchase date through September 30, 2004. Sovereign issued 12.7 million shares of common stock and exchanged Sovereign stock options for existing First Essex stock options, whose combined value totaled $209.9 million and made cash payments of $208.2 million to acquire and convert all outstanding First Essex shares and stock options and pay associated fees. The preliminary purchase price was allocated to acquired assets and liabilities of First Essex based on fair value as of February 6, 2004. The company is in the process of finalizing these values and as such the allocation of the purchase price is subject to revision. Assets and Liabilities Acquired from First Essex as of February 6, 2004: (dollars in millions) Assets Liabilities Investments 394.8 Deposits: Loans: Core 777.0 Commercial 710.4 Time 488.6 Consumer 435.6 Total deposits 1,265.6 Residential mortgages 52.2 Borrowings and other debt obligations 236.9 Total loans 1,198.2 Other liabilities 27.5 Less allowance for loan losses (14.7) Total loans, net 1,183.5 Total liabilities $1,530.0 Federal funds and cash (199.0) Premises and equipment, net 9.2 Other real estate owned 1.0 Other assets 72.7 Core deposit intangible 15.6 Goodwill 262.1 Total assets $1,739.9 In connection with the First Essex acquisition, Sovereign recorded charges against its earnings for the three month period ended March 31, 2004 for an additional loan loss provision of $6.0 million pretax ($3.9 million net of tax) to conform First Essex's allowance for loan losses to Sovereign's reserve policies and for merger related expenses of $23.6 million pretax ($15.3 million net of tax). Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) Purchase of Seacoast Bancorp Inc. ("Seacoast") On July 23, 2004, Sovereign completed the purchase of Seacoast and the results of its operations are included from purchase date through September 30, 2004. Sovereign issued 36.2 million shares of common stock and exchanged Sovereign stock options for existing Seacoast stock options, whose combined value totaled $821.7 million and made cash payments of $256.2 million to acquire and convert all outstanding Seacoast shares and stock options and pay associated fees. The preliminary purchase price was allocated to acquired assets and liabilities of Seacoast based on fair value as of July 23, 2004. The company is in the process of finalizing these values and as such the allocation of the purchase price is subject to revision. Assets and Liabilities Acquired from Seacoast as of July 23, 2004: (dollars in millions) Assets Liabilities Investments 714.9 Deposits: Loans: Core 2,451.5 Commercial 966.4 Time 1,202.9 Consumer 1,015.2 Total deposits 3,654.4 Residential mortgages 2,120.4 Borrowings and other debt obligations 1,158.5 Total loans 4,102.0 Other liabilities 83.9 Less allowance for loan losses (49.5) Total loans, net 4,052.5 Total liabilities $4,896.8 Cash paid, net of cash acquired (32.2) Premises and equipment, net 63.0 Other real estate owned 0.7 Other assets 25.4 Core deposit intangible 75.4 Goodwill 818.8 Total assets $5,718.5 In connection with the Seacoast acquisition, Sovereign recorded charges against its earnings for the three month period ended September 30, 2004 for merger related expenses of $27.9 million pretax ($18.2 million net of tax). SOURCE Sovereign Bancorp, Inc. -0- 10/19/2004 /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/ /Web site: http://www.sovereignbank.com / (SOV) CO: Sovereign Bancorp, Inc. ST: Pennsylvania IN: FIN SU: ERN MAV CCA ERP