Exhibit 99.1 Sovereign Bancorp, Inc. Announces 2005 Net Income of $676 Million or $1.77 Per Share, Up 31% and Operating/Cash Earnings of $1.93 Per Share, Up 5% Financial Highlights -- Net income for 2005 was $676 million, up 49% from $454 million in 2004. Earnings per diluted share for 2005 were $1.77, up 31% from $1.36 in 2004. Net income for the fourth quarter of 2005 was $165 million, up 20% from $137 million in the same quarter a year ago. Earnings per diluted share for the fourth quarter of 2005 were $.44, up 16% from $.38 per diluted share in the fourth quarter of 2004. -- Operating/cash earnings per diluted share were $1.93 in 2005, up 5% from $1.83 in 2004. Operating/cash earnings per diluted share for the fourth quarter of 2005 were $.48 per share, unchanged from the fourth quarter of 2004. -- Efficiency ratio was 49.0% in 2005 as compared to 50.3% in 2004. -- Positive operating leverage of 1.2 times in 2005. -- Average annual deposit growth of 16%, including acquisitions, from the fourth quarter of 2004; average annual core deposit (excluding time deposits) growth of 8%, including acquisitions. -- Average deposits increased to $37.9 billion during the quarter, an annualized organic growth rate of 8%; average core deposits (excluding time deposits) increased to $27.5 billion during the quarter, an annualized organic growth rate of 2%. -- Average annual loan growth of 21%, including acquisitions, from the fourth quarter of 2004. -- Average loans increased to $43.5 billion during the quarter, an annualized organic growth rate of 11%. -- Return on average assets of 1.11% in 2005 as compared to .90% in 2004. -- Operating/cash return on average assets of 1.26% in 2005 as compared to 1.19% in 2004. -- Return on average tangible shareholders' equity of 24.52% in 2005 as compared to 19.54% in 2004. -- Operating/cash return on tangible shareholders' equity of 27.71% in 2005 as compared to 25.94% in 2004. -- Net charge-offs decreased to .20% of average loans in 2005 as compared to .36% in 2004. Annualized net charge-offs decreased to .21% of average loans in the fourth quarter of 2005 as compared to .28% in the fourth quarter of 2004. -- Sovereign repurchased one million shares during the quarter through our previously announced repurchase program, and a total of 21 million shares for the twelve months ended December 31, 2005. PHILADELPHIA, Jan. 17 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today reported for the year ended December 31, 2005 net income of $676 million, up 49% from $454 million in 2004, and earnings per diluted share of $1.77, up 31% from $1.36 in 2004. Net income in 2005 included the full year impact of the Seacoast and Waypoint acquisitions, which closed in the third quarter of 2004 and the first quarter of 2005, respectively, as well as stock based compensation expense of $.05 per share. Sovereign adopted FAS 123 in 2002 and as a result has been expensing stock options since that time. Sovereign's net income for 2005 produced returns on average assets and average tangible equity of 1.11% and 24.52%, respectively, as compared to .90% and 19.54%, respectively, in 2004. For the fourth quarter 2005, Sovereign reported net income of $165 million, or $.44 per diluted share, as compared to $137 million, or $.38 per diluted share, for the fourth quarter of 2004. Net income in the fourth quarter of 2005 included charges related to proxy and related professional fees of $3.8 million, after-tax, or $.01 per share; net income in the fourth quarter of 2004 included a non-cash other-than-temporary impairment charge on FNMA and FHLMC preferred stock of $20.9 million, after-tax, or $.06 per share. Sovereign's net income for the fourth quarter of 2005 produced annualized returns on average assets and average tangible equity of 1.03% and 23.67%, respectively, as compared to 1.00% and 21.86%, respectively, in the same period a year ago. 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 special 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. Operating/cash earnings in 2005 were $1.93 per diluted share as compared $1.83 per diluted share in 2004. Operating/cash earnings in 2005 excluded after-tax charges related to mergers and acquisitions, restructuring charges, proxy and related professional fees, and amortization of intangible assets. In 2004, operating/cash earnings excluded after-tax charges related to mergers and acquisitions, loan loss provision related to acquisitions, charges associated with the early redemption of high-cost debt, accounting changes related to the adoption of EITF 04-08, a non-cash other-than-temporary impairment charge on FNMA and FHLMC preferred stock, and amortization of intangible assets. Operating/cash earnings for 2005 produced operating/cash return on average assets and average tangible equity of 1.26% and 27.71%, respectively, as compared to 1.19% and 25.94%, respectively, in 2004. 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. For the quarter ended December 31, 2005, Sovereign's operating/cash earnings per diluted share were $.48, which excluded the above mentioned proxy and related professional fee charges and $11.5 million, or $.03 per share, related to amortization of intangible assets, as compared to $.48 per diluted share a year ago, which excluded the above mentioned impairment charge and $12.6 million, or $.04 per share, related to amortization of intangible assets as well as merger related and integration cost reversals of $3.4 million or $.01 per share. Operating/cash earnings for the fourth quarter of 2005 produced annualized operating/cash return on average assets and average tangible equity of 1.17% and 26.78%, respectively, as compared to 1.22% and 26.65%, respectively, in the fourth quarter of 2004. Commenting on results for the full year 2005 and the fourth quarter of 2005, Jay S. Sidhu, Sovereign's Chairman and Chief Executive Officer, said, "Despite a challenging rate environment, 2005 results include many positives for Sovereign. We saw improvement in our operating metrics - operating/cash return on average assets expanded to 1.26% in 2005 from 1.19% in 2004, operating/cash return on average tangible equity expanded to 27.71% from 25.94% in 2004, and our efficiency ratio improved 134 basis points to 49.0%. We had robust growth across most of our lending areas with net charge-offs at historically low levels, while fee-based revenues grew 36% over 2004 levels. We successfully integrated our acquisition of Waypoint and moved to our new market-based delivery model. In the fourth quarter of 2005, we announced our pending acquisition of Independence Community Bank Corp. and Santander's pending $2.4 billion investment in Sovereign at $27.00 per share." Net Interest Income and Margin Sovereign reported net interest income of $392 million for the fourth quarter of 2005, an increase of $5 million, or 1%, compared to the fourth quarter of 2004. Sovereign's average loan portfolio increased during the fourth quarter by $1.2 billion to $43.5 billion, reflecting an annualized growth rate of 11%. Sovereign's average deposits increased $719 million during the quarter, reflecting an annualized growth rate of 8%. Average core deposits (excludes time deposits) increased during the quarter by approximately $153 million to $27.5 billion, reflecting an annualized growth rate of 2%. On an average for the year, net interest margin declined 15 basis points to 3.09% as compared to 3.24% for 2004. Net interest margin was 2.93% for the fourth quarter of 2005 as compared to 3.04% in the third quarter primarily as a result of loan growth outpacing deposit growth and the prolonged flatness of the yield curve, which is facing the entire industry. Commercial loan yields expanded 34 basis points during the quarter and the yield of total loans increased 23 basis points, while total deposit costs (including non-interest bearing DDA) increased 31 basis points during the same period. Non-Interest Income Consumer and commercial banking fees were very strong during the quarter, up 7% and 52%, respectively, from a year ago. Consumer banking fees increased by $5.1 million to $72.8 million, or 8%, compared to the same period in 2004, primarily driven by growth in loan and deposit fees. Commercial banking fees increased by $17.0 million to $49.8 million, or 52%, over the same period a year ago, primarily driven by growth in loan fees and cash management fees as well as revenues of $5.5 million related to the dealer floor plan securitization. Excluding this securitization, which will generate approximately $3.0 million per quarter in fee-based revenues going forward, commercial banking fees were up 26% from a year ago. Mortgage banking revenues for the quarter were $26.8 million, compared to $29.0 million last quarter and $4.7 million in the same quarter a year ago. Mortgage banking revenue remained strong in the fourth quarter reflecting sales of mortgage and home equity loans and a reversal of mortgage servicing right impairment reserves of $3.9 million. Non-Interest Expense G&A expenses for the quarter were $282 million, including acquisitions, as compared to $257 million a year ago. On a linked quarter basis, G&A expenses were up $4.9 million due primarily to increased technology expense resulting from higher transaction charges and increased utilization of web-based products, seasonality in real estate costs and increased costs in outside services related to a servicing conversion in our consumer loan group. "For 2005, G&A expenses were 3.5% favorable to our budget with positive operating leverage of 1.2 times, resulting in a 133 basis points improvement in our efficiency ratio over 2004. Our efficiency ratio was 49.0% for 2005 as compared to 50.3% in 2004," commented Mark R. McCollom, Sovereign's Chief Financial Officer. Asset Quality Sovereign continued to see improvement in net charge-offs during 2005. Annualized net charge-offs increased slightly to .21% of average loans for the fourth quarter, compared to .18% in the third quarter and decreased from .28% in the fourth quarter of 2004. NPAs to total assets were up slightly from third quarter levels at .32%. Sovereign's provision for credit losses was $26.0 million this quarter compared to $20.0 million in the third quarter and $27.0 million in the fourth quarter of 2004. The allowance for credit losses to total loans decreased slightly to 1.00% at December 31, 2005, as compared to 1.02% at September 30, 2005 and 1.12% at December 31, 2004. The allowance for credit losses to non-performing loans now stands at 231%, as compared to 257% at September 30, 2005 and 285% at December 31, 2004. Capital During the quarter, Sovereign repurchased one million shares under a previously announced repurchase program. For 2005, Sovereign repurchased 21 million shares, or more than 5% of fully diluted shares outstanding. Sovereign's Tier 1 leverage ratio was 6.68% at December 31, 2005. Tangible common equity to tangible assets, excluding other comprehensive income ("OCI"), was 5.05% and including OCI was 4.73%. The equity to assets ratio was 9.13% at December 31, 2005. Sovereign Bank's Tier 1 leverage ratio was 6.84% and the Bank's risk-based capital ratio was 10.68% at December 31, 2005. Based upon our January 13 stock price of $22.20, Sovereign is trading at a P/E of 11.5x analysts mean 2006 estimate. The book value per share at December 31, 2005 was $16.21. About Sovereign Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), is the parent company of Sovereign Bank, a $64 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 Fourth Quarter 2005 earnings call on Tuesday, January 17 beginning at 5:00 p.m. ET at www.sovereignbank.com >Investor Relations >News >Conference Calls/Webcasts; or http://phx.corporate-ir.net/phoenix.zhtml?p=irol- eventDetails&c=67999&eventID=1181767. The web-cast and replay can be accessed anytime from 5:00 p.m. ET on Tuesday, January 17 through 9:00 p.m. ET on Monday, March 31, 2006. Questions may be submitted during the call via email to investor@sovereignbank.com . A telephone replay will be accessible from 7:00 p.m. ET on Tuesday, January 17, 2006 through 12:00 a.m. ET (midnight) on Tuesday, January 24, 2006 by dialing 800-642-1687, confirmation id #4181166. 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 2005 EPS purposes represent net income adjusted for the after-tax effects of merger-related and integration charges, certain restructuring charges, proxy and related professional fees 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 financial condition, operating and cash efficiencies and revenue generation. These statements and estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic conditions, changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; Sovereign's ability in connection with any acquisition to complete such acquisition and to successfully integrate assets, liabilities, customers, systems and management personnel Sovereign acquires into its operations and to realize expected cost savings and revenue enhancements within expected time frame; the possibility that expected one time merger-related charges are materially greater than forecasted or that final purchase price allocations based on the fair value of acquired assets and liabilities and related adjustments to yield and/or amortization of the acquired assets and liabilities at any acquisition date are materially different from those forecasted; other economic, competitive, governmental, regulatory, and technological factors affecting the Company's operations, integrations, pricing, products and services; and acts of God, including natural disasters. Sovereign Bancorp is followed by several market analysts. Please note that any opinions, estimates, forecasts, or predictions regarding Sovereign Bancorp's performance or recommendations regarding Sovereign's securities made by these analysts are theirs alone and do not represent opinions, estimates, forecasts, predictions or recommendations of Sovereign Bancorp or its management. Sovereign Bancorp does not by its reference to any analyst opinions, estimates, forecasts regarding Sovereign's performance or recommendations regarding Sovereign's securities imply Sovereign's endorsement of or concurrence with such information, conclusions or recommendations. Sovereign Bancorp, Inc. and Subsidiaries FINANCIAL HIGHLIGHTS (unaudited) Quarter Ended -------------------------------------------------------------- Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 (dollars in millions, except per share data) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Operating Data Net income $ 165.5 $ 181.0 $ 183.5 $ 146.2 $ 137.4 Net income for EPS purposes 171.8 187.4 189.8 152.5 143.7 Operating/cash earnings for EPS purposes (1) 187.2 197.2 196.5 183.3 167.5 Net interest income 391.7 395.6 402.9 398.2 387.0 Provision for credit losses 26.0 20.0 22.0 22.0 27.0 Total fees and other income before securities transactions 171.5 171.0 158.9 133.4 126.5 Net gain (loss) on investment securities (1.3) 1.7 3.4 8.0 (24.7) G&A expense 281.8 276.9 273.4 257.1 257.3 Other expenses 40.0 32.6 27.1 63.8 30.5 Performance Statistics Bancorp Net interest margin 2.93% 3.04% 3.13% 3.26% 3.29% Return on average assets 1.03% 1.17% 1.22% 1.03% 1.00% Operating/cash return on average assets (1) 1.17% 1.27% 1.31% 1.29% 1.22% Return on average equity 11.49% 12.61% 12.92% 10.61% 11.16% Operating/cash return on average equity (1) 13.00% 13.74% 13.84% 13.30% 13.61% Return on average tangible equity 23.67% 26.24% 27.15% 21.09% 21.86% Operating/cash return on average tangible equity (1) 26.78% 28.58% 29.09% 26.45% 26.65% Annualized net loan charge-offs to average loans 0.21% 0.18% 0.19% 0.20% 0.28% Efficiency ratio (2) 50.04% 48.87% 48.67% 48.36% 50.10% Per Share Data Basic earnings per share $ 0.46 $ 0.50 $ 0.50 $ 0.40 $ 0.40 Diluted earnings per share 0.44 0.48 0.47 0.38 0.38 Operating/cash earnings per share(1) 0.48 0.50 0.49 0.46 0.48 Dividend declared per share .060 .040 .040 .030 .030 Book value (3) 16.21 $ 15.81 15.70 15.22 14.41 Common stock price: High 23.49 24.72 22.70 23.73 22.61 Low 20.63 21.69 20.13 21.89 21.14 Close $ 21.62 $ 22.04 $ 22.34 $ 22.16 $ 22.55 Weighted average common shares: Basic 357.8 360.3 367.9 368.9 345.6 Diluted 390.1 393.1 400.4 401.3 377.6 End-of-period common shares: Basic 358.4 358.5 365.8 374.8 346.1 Diluted 390.5 390.7 398.3 407.4 378.2 NOTES: (1) 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, proxy and related professional fees, 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. (2) 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. (3) Book value equals stockholders' equity at period-end divided by common shares outstanding. Year to Date ----------------------- Dec. 31 Dec. 31 (dollars in millions, except per share data) 2005 2004 - --------------------------------------------- ---------- ---------- Operating Data Net income $ 676.2 $ 453.6 Net income for EPS purposes 701.6 474.8 Operating/cash earnings for EPS purposes (1) 764.2 602.3 Net interest income 1,588.3 1,404.8 Provision for credit losses 90.0 127.0 Total fees and other income before securities transactions 634.8 468.1 Net gain (loss) on investment securities 11.7 14.2 G&A expense 1,089.2 942.7 Other expenses 163.4 236.2 Performance Statistics Bancorp Net interest margin 3.09% 3.24% Return on average assets 1.11% 0.90% Operating/cash return on average assets (1) 1.26% 1.19% Return on average equity 11.92% 10.74% Operating/cash return on average equity (1) 13.47% 14.26% Return on average tangible equity 24.52% 19.54% Operating/cash return on average tangible equity (1) 27.71% 25.94% Annualized net loan charge-offs to average loans 0.20% 0.36% Efficiency ratio (2) 49.00% 50.33% Per Share Data Basic earnings per share $ 1.86 $ 1.41 Diluted earnings per share 1.77 1.36 Operating/cash earnings per share (1) 1.93 1.83 Dividend declared per share 0.170 0.115 Book value (3) 16.21 14.41 Common stock price: High 24.72 24.51 Low 20.13 19.51 Close $ 21.62 $ 22.55 Weighted average common shares: Basic 363.7 322.3 Diluted 396.2 350.3 End-of-period common shares: Basic 358.4 346.1 Diluted 390.5 378.2 NOTES: (1) 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, proxy and related professional fees, 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. (2) 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. (3) Book value equals stockholders' equity at period-end divided by common shares outstanding. Sovereign Bancorp, Inc. and Subsidiaries FINANCIAL HIGHLIGHTS (unaudited) Quarter Ended -------------------------------------------------------------- Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 (dollars in millions) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Financial Condition Data: General Total assets $ 63,679 $ 62,960 $ 59,940 $ 58,942 $ 54,489 Loans 43,804 42,692 41,267 40,320 36,631 Total deposits and customer related accounts: 37,978 37,333 36,102 36,686 32,556 Core deposits and other customer related accounts 26,639 27,395 26,683 27,225 25,441 Time deposits 11,339 9,937 9,419 9,461 7,114 Borrowings 18,733 18,897 17,069 15,555 16,140 Minority interests 206 205 205 204 204 Stockholders' equity 5,811 5,668 5,743 5,705 4,988 Goodwill 2,717 2,714 2,714 2,721 2,125 Core deposit intangible 214 232 250 269 257 Asset Quality Non-performing assets $ 205.6 $ 181.1 $ 173.2 $ 186.9 $ 160.1 Non-performing loans $ 189.5 $ 169.9 $ 162.4 $ 171.9 $ 143.6 Non-performing assets to total assets 0.32% 0.29% 0.29% 0.32% 0.29% Non-performing loans to total loans 0.43% 0.40% 0.39% 0.43% 0.39% Allowance for credit losses (2) $ 437.8 $ 436.8 $ 442.5 $ 437.7 $ 408.7 Allowance for credit losses to total loans (2) 1.00% 1.02% 1.07% 1.09% 1.12% Allowance for credit losses to non-performing loans (2) 231% 257% 272% 255% 285% Capitalization - Bancorp (1) Stockholders' equity to total assets 9.13% 9.00% 9.58% 9.68% 9.16% Tier 1 leverage capital ratio 6.68% 6.48% 6.86% 6.96% 7.05% Tangible equity to tangible assets, excluding OCI 5.05% 4.84% 5.13% 5.22% 5.25% Tangible equity to tangible assets, including OCI 4.73% 4.54% 4.88% 4.86% 5.00% Capitalization - Bank (1) Stockholders' equity to total assets 10.61% 10.46% 11.30% 11.59% 10.77% Tier 1 leverage capital ratio 6.84% 6.58% 7.16% 7.44% 7.21% Tier 1 risk-based capital ratio 8.21% 7.91% 8.64% 8.93% 8.79% Total risk-based capital ratio 10.68% 10.42% 11.27% 11.59% 11.64% (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. (2) Effective in the fourth quarter of 2005, Sovereign reclassified its reserve for unfunded commitments from the allowance for loan losses to other liabilities. Prior periods have been reclassified to conform to the current period presentation. We have defined the allowance for credit losses as the sum of the allowance for loan losses and the reserve for unfunded commitments. Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (unaudited) Dec. 31 Sept. 30 June 30 (dollars in thousands) 2005 2005 2005 - --------------------------------------------- ------------ ------------ ------------ Assets Cash and amounts due from depository institutions $ 1,131,936 $ 1,438,240 $ 1,176,891 Investments: Available-for-sale 7,258,402 7,547,170 6,919,987 Held-to-maturity 4,647,627 4,500,881 4,055,135 Other investments (1) 651,299 696,859 609,977 Total investments 12,557,328 12,744,910 11,585,099 Loans: Commercial 16,635,646 16,222,920 16,152,017 Consumer 27,168,201 26,468,719 25,115,462 Total loans 43,803,847 42,691,639 41,267,479 Less allowance for loan losses (2) (419,599) (418,353) (424,711) Total loans, net 43,384,248 42,273,286 40,842,768 Premises and equipment, net 412,017 401,868 391,140 Accrued interest receivable 286,300 265,120 247,505 Goodwill 2,716,826 2,714,073 2,713,894 Core deposit intangible 213,975 231,740 250,025 Bank owned life insurance 1,018,125 1,006,820 996,645 Other assets 1,957,971 1,884,316 1,736,089 Total assets $ 63,678,726 $ 62,960,373 $ 59,940,056 Liabilities and Stockholders' Equity Liabilities: Deposits and other customer related accounts: Core and other customer related accounts $ 26,639,246 $ 27,395,257 $ 26,682,873 Time deposits 11,338,460 9,937,334 9,418,691 Total 37,977,706 37,332,591 36,101,564 Borrowings and other debt obligations 18,732,486 18,897,237 17,068,806 Other liabilities (2) 952,175 857,530 822,136 Total liabilities 57,662,367 57,087,358 53,992,506 Minority interests 205,660 205,176 204,721 Stockholders' equity: Common Stock 3,657,543 3,649,507 3,636,750 Warrants and stock options 337,346 337,156 339,517 Unallocated ESOP shares (21,396) (23,707) (23,707) Treasury stock (478,734) (467,265) (280,223) Accumulated other comprehensive loss (170,798) (170,619) (105,727) Retained earnings 2,486,738 2,342,767 2,176,219 Total stockholders' equity 5,810,699 5,667,839 5,742,829 Total liabilities and stockholders' equity $ 63,678,726 $ 62,960,373 $ 59,940,056 (1) Effective in the fourth quarter of 2005, Sovereign reclassified its investments in FHLB stock to other investments from available for sale. Prior periods have been restated to conform to the current presentation. (2) Effective in the fourth quarter of 2005, Sovereign reclassified its reserve for unfunded commitments from the allowance for loan losses to other liabilities. Prior periods have been reclassified to conform to the current period presentation. We have defined the allowance for credit losses as the sum of the allowance for loan losses and the reserve for unfunded commitments. Mar. 31 Dec. 31 (dollars in thousands) 2005 2004 - --------------------------------------------- ------------ ------------ Assets Cash and amounts due from depository institutions $ 981,674 $ 1,160,922 Investments: Available-for-sale 7,134,372 7,065,379 Held-to-maturity 3,839,848 3,904,319 Other investments (1) 574,981 577,179 Total investments 11,549,201 11,546,877 Loans: Commercial 15,363,592 13,864,240 Consumer 24,956,412 22,766,839 Total loans 40,320,004 36,631,079 Less allowance for loan losses (2) (421,446) (391,003) Total loans, net 39,898,558 36,240,076 Premises and equipment, net 394,604 353,337 Accrued interest receivable 258,849 226,012 Goodwill 2,720,651 2,125,081 Core deposit intangible 268,528 256,694 Bank owned life insurance 992,426 885,807 Other assets 1,877,557 1,694,220 Total assets $ 58,942,048 $ 54,489,026 Liabilities and Stockholders' Equity Liabilities: Deposits and other customer related accounts: Core and other customer related accounts $ 27,224,877 $ 25,441,145 Time deposits 9,460,879 7,114,373 Total 36,685,756 32,555,518 Borrowings and other debt obligations 15,554,598 16,140,128 Other liabilities (2) 792,191 601,102 Total liabilities 53,032,545 49,296,748 Minority interests 204,286 203,906 Stockholders' equity: Common Stock 3,609,269 2,949,870 Warrants and stock options 346,116 317,842 Unallocated ESOP shares (23,707) (23,707) Treasury stock (64,495) (19,136) Accumulated other comprehensive loss (169,312) (108,092) Retained earnings 2,007,346 1,871,595 Total stockholders' equity 5,705,217 4,988,372 Total liabilities and stockholders' equity $ 58,942,048 $ 54,489,026 (1) Effective in the fourth quarter of 2005, Sovereign reclassified its investments in FHLB stock to other investments from available for sale. Prior periods have been restated to conform to the current presentation. (2) Effective in the fourth quarter of 2005, Sovereign reclassified its reserve for unfunded commitments from the allowance for loan losses to other liabilities. Prior periods have been reclassified to conform to the current period presentation. We have defined the allowance for credit losses as the sum of the allowance for loan losses and the reserve for unfunded commitments. Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Quarter Ended -------------------------------------------------------------- Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 (dollars in thousands, except per share data) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Interest and dividend income: Interest on interest-earning deposits $ 2,605 $ 2,022 $ 1,896 $ 2,233 $ 1,721 Interest on investment securities Available for sale 91,163 86,411 91,123 90,995 99,432 Held to maturity 51,225 47,624 45,091 45,119 45,512 Other 4,971 4,443 4,755 3,889 3,513 Interest on loans 649,492 607,966 566,936 518,820 474,010 Total interest and dividend income 799,456 748,466 709,801 661,056 624,188 Interest expense: Deposits and related customer accounts 201,449 169,084 139,879 114,178 91,731 Borrowings 206,344 183,817 167,047 148,700 145,445 Total interest expense 407,793 352,901 306,926 262,878 237,176 Net interest income 391,663 395,565 402,875 398,178 387,012 Provision for credit losses 26,000 20,000 22,000 22,000 27,000 Net interest income after provision for credit losses 365,663 375,565 380,875 376,178 360,012 Non-interest income: Consumer banking fees 72,838 74,992 73,063 66,555 67,759 Commercial banking fees 49,826 42,745 35,531 33,008 32,843 Mortgage banking revenue (1) 26,812 28,967 21,547 11,932 4,726 Capital markets revenue 4,053 5,382 3,700 4,686 6,548 Bank owned life insurance income 11,398 12,066 12,918 10,903 10,136 Other 6,538 6,856 12,092 6,351 4,480 Total fees and other income before security gains 171,465 171,008 158,851 133,435 126,492 Net gain/(loss) on securities (1,296) 1,675 3,355 7,979 (24,728) Total non-interest income 170,169 172,683 162,206 141,414 101,764 Non-interest expense: General and administrative Compensation and benefits 137,452 140,532 135,803 125,125 123,967 Occupancy and equipment 61,679 61,096 61,348 62,870 59,221 Technology expense 22,562 21,349 21,606 18,668 21,486 Outside services 17,174 15,362 13,805 14,648 13,901 Marketing expense 15,103 14,455 11,757 11,047 13,089 Other administrative expenses 27,828 24,107 29,072 24,756 25,587 Total general and administrative 281,798 276,901 273,391 257,114 257,251 Other expenses: Amortization of core deposit intangibles 17,766 18,284 18,815 18,956 17,670 Other minority interest expense 5,951 5,837 5,752 5,668 5,630 Equity method investments 10,268 11,656 10,966 10,770 11,875 Loss on debt extinguishment 187 - - - 500 Proxy and professional fees 5,827 - - - - Restructuring charges - (1,222) - 5,204 - Merger-related and integration charges - (2,000) (8,447) 23,191 (5,169) Total other expenses 39,999 32,555 27,086 63,789 30,506 Total non-interest expense 321,797 309,456 300,477 320,903 287,757 Income before income taxes 214,035 238,792 242,604 196,689 174,019 Income tax expense 48,540 57,749 59,133 50,538 36,590 Net income $ 165,495 $ 181,043 $ 183,471 $ 146,151 $ 137,429 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans, mortgage backed securities, and home equity loans (2) $ 22,708 $ 21,274 $ 28,371 $ 6,377 $ 2,438 Net gains/(loss) recorded under SFAS 133 (1,039) 717 314 653 (111) Mortgage servicing fees, net of mortgage servicing rights amortization 1,225 139 1,627 948 664 Mortgage servicing right (impairments)/ recoveries 3,918 6,837 (8,765) 3,954 1,735 Total mortgage banking revenues $ 26,812 $ 28,967 $ 21,547 $ 11,932 $ 4,726 (2) The results for the fourth quarter and third quarter of 2005 include gains of $18.4 million and $13.1 million related to the sale of $898 million and $503 million of home equity loans. Year to Date ---------------------------- Dec. 31 Dec. 31 (dollars in thousands, except per share data) 2005 2004 - --------------------------------------------- ------------ ------------ Interest and dividend income: Interest on interest-earning deposits $ 8,756 $ 4,734 Interest on investment securities Available for sale 359,692 492,682 Held to maturity 189,059 152,680 Other 18,058 8,789 Interest on loans 2,343,214 1,565,259 Total interest and dividend income 2,918,779 2,224,144 Interest expense: Deposits and related customer accounts 624,590 303,045 Borrowings 705,908 516,282 Total interest expense 1,330,498 819,327 Net interest income 1,588,281 1,404,817 Provision for credit losses 90,000 127,000 Net interest income after provision for credit losses 1,498,281 1,277,817 Non-interest income: Consumer banking fees 287,448 242,587 Commercial banking fees 161,110 123,837 Mortgage banking revenue (1) 89,258 22,509 Capital markets revenue 17,821 19,943 Bank owned life insurance income 47,285 39,272 Other 31,837 19,921 Total fees and other income before security gains 634,759 468,069 Net gain/(loss) on securities 11,713 14,229 Total non-interest income 646,472 482,298 Non-interest expense: General and administrative Compensation and benefits 538,912 448,142 Occupancy and equipment 246,993 220,673 Technology expense 84,185 77,359 Outside services 60,989 53,315 Marketing expense 52,362 46,523 Other administrative expenses 105,763 96,649 Total general and administrative 1,089,204 942,661 Other expenses: Amortization of core deposit intangibles 73,821 72,635 Other minority interest expense 23,208 22,006 Equity method investments 43,660 31,471 Loss on debt extinguishment 187 63,761 Proxy and professional fees 5,827 - Restructuring charges 3,982 - Merger-related and integration charges 12,744 46,359 Total other expenses 163,429 236,232 Total non-interest expense 1,252,633 1,178,893 Income before income taxes 892,120 581,222 Income tax expense 215,960 127,670 Net income $ 676,160 $ 453,552 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans, mortgage backed securities, and home equity loans (2) $ 78,730 $ 25,805 Net gains/(loss) recorded under SFAS 133 645 (2,020) Mortgage servicing fees, net of mortgage servicing rights amortization 3,939 516 Mortgage servicing right (impairments)/recoveries 5,944 (1,792) Total mortgage banking revenues $ 89,258 $ 22,509 (2) The results for the fourth quarter and third quarter of 2005 include gains of $18.4 million and $13.1 million related to the sale of $898 million and $503 million of home equity loans. Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Quarter Ended December 31, 2005 -------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - --------------------------------------------- ------------ ------------ ------------ Earning assets: Investment securities $ 12,700,310 $ 165,785 5.22% Loans: Commercial 16,515,988 274,797 6.61% Consumer: Residential mortgages 11,859,646 164,378 5.54% Home equity loans and lines of credit 10,176,307 142,248 5.56% Total consumer loans secured by real estate 22,035,953 306,626 5.55% Auto Loans 4,454,501 60,423 5.38% Other 490,069 9,395 7.61% Total Consumer 26,980,523 376,444 5.56% Total loans 43,496,511 651,241 5.96% Allowance for loan losses (434,593) Total earning assets 55,762,228 $ 817,026 5.84% Other assets 7,707,153 Total assets $ 63,469,381 Funding liabilities: Deposits and other customer related accounts: NOW accounts $ 9,454,176 $ 53,385 2.24% Customer repurchase agreements 1,007,347 8,794 3.46% Savings accounts 3,573,771 6,521 0.72% Money market accounts 8,112,584 39,444 1.93% Core and other customer related accounts 22,147,878 108,144 1.94% Time deposits 10,376,654 93,305 3.57% Total 32,524,532 201,449 2.46% Borrowings: Federal Home Loan Bank advances 13,195,754 143,558 4.32% Fed funds and repurchase agreements 1,197,563 12,545 4.18% Other borrowings 4,417,688 50,241 4.53% Total borrowings 18,811,005 206,344 4.36% Total funding liabilities 51,335,537 407,793 3.15% Non-interest bearing DDA 5,340,623 Other liabilities 1,080,518 Total liabilities 57,756,678 Stockholders' equity 5,712,703 Total liabilities and stockholders' equity $ 63,469,381 Net interest income $ 409,233 Interest rate spread 2.68% Contribution from interest free funds 0.25 Net interest margin 2.93% (1) Tax equivalent basis Quarter Ended September 30, 2005 -------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - --------------------------------------------- ------------ ------------ ------------ Earning assets: Investment securities $ 11,974,043 $ 153,802 5.14% Loans: Commercial 16,440,068 259,500 6.27% Consumer: Residential mortgages 10,663,656 142,308 5.34% Home equity loans and lines of credit 10,321,853 139,150 5.36% Total consumer loans secured by real estate 20,985,509 281,458 5.35% Auto Loans 4,400,376 58,359 5.26% Other 515,522 10,147 7.81% Total Consumer 25,901,407 349,964 5.38% Total loans 42,341,475 609,464 5.73% Allowance for loan losses (441,930) Total earning assets 53,873,588 $ 763,266 5.64% Other assets 7,709,265 Total assets $ 61,582,853 Funding liabilities: Deposits and other customer related accounts: NOW accounts $ 8,991,339 $ 42,601 1.88% Customer repurchase agreements 903,053 6,630 2.91% Savings accounts 3,753,311 6,452 0.68% Money market accounts 8,294,441 35,390 1.69% Core and other customer related accounts 21,942,144 91,073 1.65% Time deposits 9,810,041 78,011 3.15% Total 31,752,185 169,084 2.11% Borrowings: Federal Home Loan Bank advances 12,581,448 130,270 4.11% Fed funds and repurchase agreements 1,096,237 10,214 3.72% Other borrowings 4,250,969 43,333 4.06% Total borrowings 17,928,654 183,817 4.08% Total funding liabilities 49,680,839 352,901 2.82% Non-interest bearing DDA 5,393,736 Other liabilities 813,383 Total liabilities 55,887,958 Stockholders' equity 5,694,895 Total liabilities and stockholders' equity $ 61,582,853 Net interest income $ 410,365 Interest rate spread 2.82% Contribution from interest free funds 0.22 Net interest margin 3.04% (1) Tax equivalent basis Quarter Ended December 31, 2004 -------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - --------------------------------------------- ------------ ------------ ------------ Earning assets: Investment securities $ 13,040,062 $ 160,592 4.93% Loans: Commercial 13,599,851 179,698 5.26% Consumer: Residential mortgages 8,199,190 107,327 5.24% Home equity loans and lines of credit 9,245,711 125,012 5.39% Total consumer loans secured by real estate 17,444,901 232,339 5.32% Auto Loans 4,266,466 54,009 5.04% Other 508,705 9,285 7.26% Total Consumer 22,220,072 295,633 5.31% Total loans 35,819,923 475,331 5.29% Allowance for loan losses (407,518) Total earning assets 48,452,467 $ 635,923 5.24% Other assets 6,297,437 Total assets $ 54,749,904 Funding liabilities: Deposits and other customer related accounts: NOW accounts $ 7,544,694 $ 20,536 1.08% Customer repurchase agreements 851,928 3,044 1.42% Savings accounts 3,821,004 5,802 0.60% Money market accounts 8,082,448 24,599 1.21% Core and other customer related accounts 20,300,074 53,981 1.06% Time deposits 7,221,061 37,750 2.08% Total 27,521,135 91,731 1.33% Borrowings: Federal Home Loan Bank advances 10,416,303 101,436 3.88% Fed funds and repurchase agreements 2,383,245 15,208 2.55% Other borrowings 3,600,008 28,801 3.19% Total borrowings 16,399,556 145,445 3.53% Total funding liabilities 43,920,691 237,176 2.15% Non-interest bearing DDA 5,103,981 Other liabilities 827,078 Total liabilities 49,851,750 Stockholders' equity 4,898,154 Total liabilities and stockholders' equity $ 54,749,904 Net interest income $ 398,747 Interest rate spread 3.09% Contribution from interest free funds 0.20 Net interest margin 3.29% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Year to Date December 31, 2005 -------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - --------------------------------------------- ------------ ------------ ------------ Earning assets: Investment securities $ 12,246,225 $ 626,822 5.12% Loans: Commercial 15,904,425 971,626 6.11% Consumer: Residential mortgages 10,588,935 567,690 5.36% Home equity loans and lines of credit 10,157,824 544,641 5.36% Total consumer loans secured by real estate 20,746,759 1,112,331 5.36% Auto loans 4,356,121 225,359 5.17% Other 535,616 40,468 7.56% Total Consumer 25,638,496 1,378,158 5.38% Total loans 41,542,921 2,349,784 5.66% Allowance for loan losses (438,548) Total earning assets 53,350,598 $ 2,976,606 5.58% Other assets 7,363,707 Total assets $ 60,714,305 Funding liabilities: Deposits and other customer related accounts: NOW accounts $ 8,732,791 $ 153,277 1.76% Customer repurchase agreements 887,614 24,230 2.73% Savings accounts 3,779,333 25,347 0.67% Money market accounts 8,244,406 131,354 1.59% Core and other customer related accounts 21,644,144 334,208 1.54% Time deposits 9,581,336 290,382 3.03% Total 31,225,480 624,590 2.00% Borrowings: Federal Home Loan Bank advances 12,123,306 495,528 4.09% Fed funds and repurchase agreements 1,336,040 44,462 3.33% Other borrowings 4,247,821 165,918 3.91% Total borrowings 17,707,167 705,908 3.99% Total funding liabilities 48,932,647 1,330,498 2.72% Demand deposit accounts 5,294,135 Other liabilities 813,627 Total liabilities 55,040,409 Stockholders' equity 5,673,896 Total liabilities and stockholders' equity $ 60,714,305 Net interest income $ 1,646,108 Interest rate spread 2.86% Contribution from interest free funds 0.23 Net interest margin 3.09% (1) Tax equivalent basis Year to Date December 31, 2004 -------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - --------------------------------------------- ------------ ------------ ------------ Earning assets: Investment securities $ 14,242,255 $ 699,481 4.91% Loans: Commercial 12,530,293 613,541 4.90% Consumer: Residential mortgages 6,215,557 328,625 5.29% Home equity loans and lines of credit 7,828,671 392,450 5.01% Total consumer loans secured by real estate 14,044,228 721,075 5.13% Auto loans 3,891,325 203,472 5.23% Other 465,908 34,107 7.32% Total Consumer 18,401,461 958,654 5.21% Total loans 30,931,754 1,572,195 5.08% Allowance for loan losses (375,581) Total earning assets 44,798,428 $ 2,271,676 5.07% Other assets 5,744,518 Total assets $ 50,542,946 Funding liabilities: Deposits and other customer related accounts: NOW accounts $ 6,744,813 $ 56,503 0.84% Customer repurchase agreements 834,636 7,462 0.89% Savings accounts 3,498,539 19,417 0.56% Money market accounts 7,633,932 81,992 1.07% Core and other customer related accounts 18,711,920 165,374 0.88% Time deposits 6,599,223 137,671 2.09% Total 25,311,143 303,045 1.20% Borrowings: Federal Home Loan Bank advances 9,132,898 346,461 3.79% Fed funds and repurchase agreements 2,720,426 46,361 1.70% Other borrowings 3,738,577 123,460 3.30% Total borrowings 15,591,901 516,282 3.31% Total funding liabilities 40,903,044 819,327 2.00% Demand deposit accounts 4,698,584 Other liabilities 718,195 Total liabilities 46,319,823 Stockholders' equity 4,223,123 Total liabilities and stockholders' equity $ 50,542,946 Net interest income $ 1,452,349 Interest rate spread 3.07% Contribution from interest free funds 0.17 Net interest margin 3.24% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) NON-PERFORMING ASSETS Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 (dollars in thousands) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Non-accrual loans: Consumer: Residential mortgages $ 30,393 $ 33,427 $ 31,717 $ 37,669 $ 33,656 Home equity loans and lines of credit 55,543 37,051 35,007 33,383 26,801 Auto loans 476 462 365 539 632 Other consumer loans 1,913 2,873 3,013 3,715 588 Total consumer loans 88,325 73,813 70,102 75,306 61,677 Commercial 100,372 95,303 91,358 95,528 80,799 Total non-accrual loans 188,697 169,116 161,460 170,834 142,476 Restructured loans 777 822 939 1,026 1,097 Total non-performing loans 189,474 169,938 162,399 171,860 143,573 Real estate owned, net 11,411 6,107 8,494 11,286 12,276 Other repossessed assets 4,678 5,083 2,302 3,709 4,247 Total non-performing assets 205,563 181,128 173,195 186,855 160,096 Non-performing loans as a percentage of total loans 0.43% 0.40% 0.39% 0.43% 0.39% Non-performing assets as a percentage of total assets 0.32% 0.29% 0.29% 0.32% 0.29% Non-performing assets as a percentage of total loans, real estate owned and repossessed assets 0.47% 0.42% 0.42% 0.46% 0.44% Allowance for credit losses as a percentage of non-performing loans (1) 231% 257% 272% 255% 285% NET LOAN CHARGE-OFFS Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Commercial real estate $ 564 $ 219 $ 294 $ (492) $ 614 Commercial and industrial and other 4,877 6,209 8,964 7,200 10,357 Total Commercial 5,441 6,428 9,258 6,708 10,971 Residential mortgages 554 109 72 43 444 Home equity loans and lines of credit 6,998 4,319 3,115 1,831 1,268 Total consumer loans secured by real estate 7,552 4,428 3,187 1,874 1,712 Auto loans 9,137 7,539 5,851 9,557 10,769 Other consumer loans 1,079 1,059 1,126 1,449 1,444 Total Consumer 17,768 13,026 10,164 12,880 13,925 Total $ 23,209 $ 19,454 $ 19,422 $ 19,588 $ 24,896 COMPONENTS OF THE PROVISION OF CREDIT LOSSES AND ALLOWANCE FOR CREDIT LOSSES Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Provision for loan losses 26,263 19,298 20,442 23,498 23,705 Provision/(recoveries) for unfunded commitments (263) 702 1,558 (1,498) 3,295 Total provision for credit losses $ 26,000 $ 20,000 $ 22,000 $ 22,000 $ 27,000 Allowance for loan losses 419,599 418,353 424,711 421,446 391,003 Reserve for unfunded commitments 18,212 18,475 17,773 16,215 17,713 Total allowance for credit losses $ 437,811 $ 436,828 $ 442,484 $ 437,661 $ 408,716 (1) Effective in the fourth quarter of 2005, Sovereign reclassified its reserve for unfunded commitments from the allowance for loan losses to other liabilities. Prior periods have been reclassified to conform to the current period presentation. We have defined the allowance for credit losses as the sum of the allowance for loan losses and the reserve for unfunded commitments. Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period Dec. 31 Sept. 30 June 30 Quarters ended (in thousands) 2005 2005 2005 - --------------------------------------------- ------------ ------------ ------------ Demand deposit accounts 5,331,659 $ 5,414,212 $ 5,378,465 NOW accounts 8,844,875 9,170,052 8,269,183 Customer repurchase agreements 1,012,574 959,024 875,203 Savings accounts 3,460,292 3,684,423 3,807,967 Money market accounts 7,989,846 8,167,546 8,352,055 Certificates of deposits 11,338,460 9,937,334 9,418,691 Total $ 37,977,706 $ 37,332,591 $ 36,101,564 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2004 - --------------------------------------------- ------------ ------------ Demand deposit accounts $ 5,377,378 $ 5,087,531 NOW accounts 8,422,725 7,838,584 Customer repurchase agreements 828,388 837,643 Savings accounts 3,922,642 3,807,099 Money market accounts 8,673,744 7,870,288 Certificates of deposits 9,460,879 7,114,373 Total $ 36,685,756 $ 32,555,518 LOAN COMPOSITION - End of period Dec. 31 Sept. 30 June 30 Quarters ended (in thousands) 2005 2005 2005 - --------------------------------------------- ------------ ------------ ------------ Commercial real estate $ 7,209,180 $ 7,151,189 $ 6,946,477 Commercial industrial loans 9,426,466 9,071,731 9,205,540 Total commercial loans 16,635,646 16,222,920 16,152,017 Residential mortgages 12,462,802 11,198,366 9,997,066 Home equity loans and lines of credit 9,793,124 10,301,161 10,300,629 Total consumer loans secured by real estate 22,255,926 21,499,527 20,297,695 Auto loans 4,434,021 4,463,931 4,285,537 Other consumer loans 478,254 505,261 532,230 Total consumer loans 27,168,201 26,468,719 25,115,462 Total loans $ 43,803,847 $ 42,691,639 $ 41,267,479 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2004 - --------------------------------------------- ------------ ------------ Commercial real estate $ 6,837,814 $ 5,824,133 Commercial industrial loans 8,525,778 8,040,107 Total commercial loans 15,363,592 13,864,240 Residential mortgages 9,782,953 8,497,496 Home equity loans and lines of credit 10,280,735 9,577,656 Total consumer loans secured by real estate 20,063,688 18,075,152 Auto loans 4,296,296 4,205,547 Other consumer loans 596,428 486,140 Total consumer loans 24,956,412 22,766,839 Total loans $ 40,320,004 $ 36,631,079 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average Dec. 31 Sept. 30 June 30 Quarters ended (in thousands) 2005 2005 2005 - --------------------------------------------- ------------ ------------ ------------ Demand deposit accounts $ 5,340,623 $ 5,393,736 $ 5,276,428 NOW accounts 9,454,176 8,991,339 8,425,311 Customer repurchase agreements 1,007,347 903,053 795,418 Savings accounts 3,573,771 3,753,311 3,864,148 Money market accounts 8,112,584 8,294,441 8,417,965 Certificates of deposits 10,376,654 9,810,041 9,458,184 Total $ 37,865,155 $ 37,145,921 $ 36,237,454 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2004 - --------------------------------------------- ------------ ------------ Demand deposit accounts $ 5,162,704 $ 5,103,981 NOW accounts 8,041,978 7,544,694 Customer repurchase agreements 842,657 851,928 Savings accounts 3,930,308 3,821,004 Money market accounts 8,152,525 8,082,448 Certificates of deposits 8,659,080 7,221,061 Total $ 34,789,252 $ 32,625,116 LOAN COMPOSITION - Average Dec. 31 Sept. 30 June 30 Quarters ended (in thousands) 2005 2005 2005 - --------------------------------------------- ------------ ------------ ------------ Commercial real estate $ 7,203,433 $ 7,019,781 $ 6,909,795 Commercial industrial loans 8,273,795 8,499,513 8,008,968 Other 1,038,760 920,774 849,487 Total commercial loans 16,515,988 16,440,068 15,768,250 Residential mortgages 11,859,646 10,663,656 10,634,549 Home equity loans and lines of credit 10,176,307 10,321,853 10,127,012 Total consumer loans secured by real estate 22,035,953 20,985,509 20,761,561 Auto loans 4,454,501 4,400,376 4,262,377 Other consumer loans 490,069 515,522 559,544 Total consumer loans 26,980,523 25,901,407 25,583,482 Total loans $ 43,496,511 $ 42,341,475 $ 41,351,732 Mar. 31 Dec. 31 Quarters ended (in thousands) 2005 2004 - --------------------------------------------- ------------ ------------ Commercial real estate $ 6,494,572 $ 5,788,936 Commercial industrial loans 7,522,968 6,953,564 Other 852,977 857,351 Total commercial loans 14,870,517 13,599,851 Residential mortgages 9,167,485 8,199,190 Home equity loans and lines of credit 10,002,411 9,245,711 Total consumer loans secured by real estate 19,169,896 17,444,901 Auto loans 4,305,100 4,266,466 Other consumer loans 578,520 508,705 Total consumer loans 24,053,516 22,220,072 Total loans $ 38,924,033 $ 35,819,923 Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF OPERATING/CASH EARNINGS TO REPORTED EARNINGS (unaudited) Operating/cash earnings for 2005 EPS purposes represents net income adjusted for the after-tax effects of merger-related and integration charges, proxy and related professional fees, 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. The table below reconciles our GAAP earnings to operating/cash earnings for EPS purposes. Quarter Ended Total dollars -------------------------------------------------------------- (dollars in thousands, except per share Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 data - all amounts are after tax) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Net income as reported $ 165,495 $ 181,043 $ 183,471 $ 146,151 $ 137,429 Contingently convertible trust preferred interest expense, net of tax 6,354 6,344 6,335 6,394 6,318 Net income/(loss) for EPS purposes $ 171,849 $ 187,387 $ 189,806 $ 152,545 $ 143,747 Weighted average diluted shares for GAAP EPS 390,077 393,110 400,371 401,339 377,625 Reconciliation to operating/cash earnings for EPS purposes Weighted average diluted shares for GAAP EPS 390,077 393,110 400,371 401,339 377,625 Exclude dilutive effect of EITF 04-8 on contingently convertible debt - - - - (26,082) Adjusted weighted average diluted shares for operating/cash EPS 390,077 393,110 400,371 401,339 351,543 Net income and EPS as reported based on adjusted share count $ 171,849 $ 187,387 $ 189,806 $ 152,545 $ 137,429 Business acquisitions: Merger related and integration costs - (1,300) (5,490) 15,074 (3,360) Provision for loan loss - - - - - Loss on debt extinguishment - - - - - Impairment charges on FNMA and FHLMC Preferred Stock - - - - 20,891 Restructuring charges - (794) - 3,382 - Proxy and professional fees 3,788 - - - - Amortization of intangibles 11,548 11,885 12,229 12,322 12,562 Operating/cash earnings for EPS purposes $ 187,185 $ 197,178 $ 196,545 $ 183,323 $ 167,522 Quarter Ended Per share -------------------------------------------------------------- (dollars in thousands, except per share Dec. 31 Sep. 30 Jun. 30 Mar. 31 Dec. 31 data - all amounts are after tax) 2005 2005 2005 2005 2004 - --------------------------------------------- ---------- ---------- ---------- ---------- ---------- Net income as reported Contingently convertible trust preferred interest expense, net of tax Net income/(loss) for EPS purposes $ 0.44 $ 0.48 $ 0.47 $ 0.38 $ 0.38 Weighted average diluted shares for GAAP EPS Reconciliation to operating/cash earnings for EPS purposes Weighted average diluted shares for GAAP EPS Exclude dilutive effect of EITF 04-8 on contingently convertible debt Adjusted weighted average diluted shares for operating/cash EPS Net income and EPS as reported based on adjusted share count $ 0.44 $ 0.48 $ 0.47 $ 0.38 $ 0.39 Business acquisitions: Merger related and integration costs - (0.00) (0.01) 0.04 (0.01) Provision for loan loss - - - - - Loss on debt extinguishment - - - - - Impairment charges on FNMA and FHLMC Preferred Stock - - - - 0.06 Restructuring charges - (0.00) - 0.01 - Proxy and professional fees 0.01 - - - - Amortization of intangibles 0.03 0.03 0.03 0.03 0.04 Operating/cash earnings for EPS purposes $ 0.48 $ 0.50 $ 0.49 $ 0.46 $ 0.48 (dollars in thousands, except per share data - all amounts are after tax) Year to Date ------------------------------------------------- Total dollars Per Share ----------------------- ----------------------- Dec. 31 Dec. 31 Dec. 31 Dec. 31 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Net income as reported $ 676,160 $ 453,552 Contingently convertible trust preferred interest expense, net of tax 25,427 21,212 Net income/(loss) for EPS purposes $ 701,587 $ 474,764 $ 1.77 $ 1.36 Weighted average diluted shares for GAAP EPS 396,187 350,296 Reconciliation to operating/cash earnings for EPS purposes Weighted average diluted shares for GAAP EPS 396,187 350,296 Exclude dilutive effect of EITF 04-8 on contingently convertible debt - (21,736) Adjusted weighted average diluted shares for operating/cash EPS 396,187 328,560 Net income and EPS as reported based on adjusted share count $ 701,587 $ 453,552 $ 1.77 $ 1.38 Business acquisitions: Merger related and integration costs 8,284 30,134 0.02 0.09 Provision for loan loss - 3,900 - 0.01 Loss on debt extinguishment - 42,605 - 0.13 Impairment charges on FNMA and FHLMC Preferred Stock - 20,891 - 0.06 Restructuring charges 2,589 - 0.01 - Proxy and professional fees 3,788 - 0.01 - Amortization of intangibles 47,984 51,186 0.12 0.16 Operating/cash earnings for EPS purposes $ 764,232 $ 602,268 $ 1.93 $ 1.83 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 ------------------------------------------------------------------------ Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 2005 2005 2005 2005 2004 ------------ ------------ ------------ ------------ ------------ Average Equity $ 5,712,703 $ 5,694,895 $ 5,697,656 $ 5,588,703 $ 4,898,154 Average Goodwill (2,714,150) (2,714,148) (2,725,526) (2,507,849) (2,118,673) Average CDI (225,049) (243,149) (261,854) (270,193) (278,319) Average Tangible Equity 2,773,504 2,737,598 2,710,276 2,810,661 2,501,162 Operating Return on Average Equity 13.00% 13.74% 13.84% 13.30% 13.61% Effect of Goodwill 12.72% 13.62% 13.91% 11.87% 11.53% Effect of CDI 1.05% 1.22% 1.34% 1.28% 1.51% Tangible Return on Average Equity 26.78% 28.58% 29.09% 26.45% 26.65% Year-to-Date --------------------------- Dec. 31 Dec. 31 2005 2004 ------------ ------------ Average Equity 5,673,896 4,223,123 Average Goodwill (2,666,113) (1,625,533) Average CDI (249,934) (276,193) Average Tangible Equity 2,757,849 2,321,397 Operating Return on Average Equity 13.47% 14.26% Effect of Goodwill 13.02% 9.98% Effect of CDI 1.22% 1.70% Tangible Return on Average Equity 27.71% 25.94% 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 $953 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 33.0 Bank owned life insurance 97.0 Other assets 262.8 Core deposit intangible 31.1 Goodwill 601.8 Total assets $ 4,306.7 SOURCE Sovereign Bancorp, Inc. -0- 01/17/2006 /CONTACT: FINANCIAL CONTACTS: Mark McCollom, +1-610-208-6426, mmccollo@sovereignbank.com, or Stacey Weikel, +1-610-208-6112, sweikel@sovereignbank.com, or MEDIA CONTACT: Ed Shultz, +1-610-378-6159, eshultz1@sovereignbank.com, all of Sovereign Bancorp/ /First Call Analyst: / /FCMN Contact: dbuffalo@sovereignbank.com / /Web site: http://www.sovereignbank.com/