Exhibit 99.1 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 -------------------------------------------------------------- (dollars in millions, except June 30 Mar. 31 Dec. 31 Sept. 30 June 30 per share data) 2005 2005 2004 2004 2004 - --------------------------------------- ---------- ---------- ---------- ---------- ---------- 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 --------------------------- (dollars in millions, except per June 30 June 30 share data) 2005 2004 - -------------------------------------------------- ------------ ------------ 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 (dollars in millions) 2005 2005 2004 2004 2004 - ---------------------------------------- ---------- ---------- ---------- ---------- ---------- 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 -------------------------------------------------------------- (dollars in thousands, June 30 Mar. 31 Dec. 31 Sept. 30 June 30 except per share data) 2005 2005 2004 2004 2004 - ---------------------------------------- ---------- ---------- ---------- ---------- ---------- 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 (dollars in thousands, except per share data) 2005 2004 - -------------------------------------------------- ------------ ------------ 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 Year to Date ---------------------------------------------------- Total dollars Per Share Forward- ------------------------ ------------------------ Looking Jun. 30 Jun. 30 Jun. 30 Jun. 30 Per Share 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). /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./ /Web site: http://www.sovereignbank.com /