Exhibit 99.1 SOVEREIGN BANCORP, INC. ANNOUNCES 2006 THIRD QUARTER EARNINGS PHILADELPHIA, Oct. 17 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV), parent company of Sovereign Bank ("Bank"), today reported for the third quarter of 2006 net income of $184 million, or $.37 per diluted share, as compared to $181 million, or $.45 per diluted share, for the third quarter of 2005. Net income in the third quarter of 2006 included merger and integration charges of $18.5 million after-tax, or $.04 per share, related to the acquisition of Independence Community Bancorp, Inc. ("Independence"). Net income in the third quarter of 2005 included a reversal of merger and integration charges of $2.1 million after-tax, or $.01 per share. Effective in the third quarter of 2006, Sovereign has conformed its definition of operating earnings and related per share amounts to now include the amortization of intangible assets. Sovereign believes this is more commonly used in the investment community and will ease comparability of their results with other financial institutions. A reconciliation of net income to operating earnings, as well as the related earnings per share amounts, is included in a later section of this release. For the quarter ended September 30, 2006, Sovereign's operating earnings per diluted share, including the amortization of intangible assets, were $.41, which excluded the above mentioned merger charges, as compared to $.45 per diluted share a year ago, which excluded the above mentioned reversal of merger and integration charges. Commenting on banking industry fundamentals, Joseph P. Campanelli, Sovereign's President and CEO, stated, "The environment for our industry is challenging. We must operate under the assumption that negative industry fundamentals will continue for the foreseeable future. With the integration of Independence wrapped up, we will focus on four major objectives: aggressive cost reductions, strengthening our capital position, improving customer service, and re-presenting our company to investors through better communications." Regarding the cost cutting initiatives, Campanelli added, "Management is completing a comprehensive review of Sovereign's operating cost structure. We will present our recommendations to Sovereign's board within the next thirty days." Net Interest Income and Margin For the third quarter of 2006, Sovereign reported net interest income of $492 million as compared to $408 million in the third quarter of 2005. Sovereign's average loan portfolio, including acquisitions, increased by $20.1 billion over last year and $11.9 billion on a linked quarter basis to $62.4 billion. The total loan portfolio increased $1.6 billion during the quarter, reflecting an annualized growth rate of 10.2%. Sovereign's average deposits, including acquisitions, increased $16.3 billion over last year and $9.5 billion linked quarter to $53.4 billion. Total deposits increased $191 million during the quarter, reflecting an annualized growth rate of 1.5%. Net interest margin was 2.64% for the third quarter of 2006 as compared to 2.86% in the second quarter of 2006 and 3.13% in the third quarter of 2005. The decline in net interest margin reflects the continued impact of an inverted yield curve, liabilities repricing faster than interest earning assets and a shift in deposit mix to higher cost categories. The yield on interest earning assets expanded 16 basis points during the quarter while total funding costs expanded 35 basis points during the same period. Non-Interest Income Total fees and other income before security gains totaled $172 million for the third quarter of 2006, up 8.6% from $158 million a year ago. Consumer and commercial banking fees increased 15% from a year ago. Excluding acquisitions, consumer and commercial banking fees were up roughly 5% from the third quarter of 2005. Consumer banking fees increased to $74.3 million, primarily driven by growth in deposit fees. Commercial banking fees increased year-over-year by $8.2 million to $47.7 million primarily driven by growth in loan fees and precious metals revenues. Mortgage banking revenues for the quarter were $14.3 million, compared to $4.5 million last quarter and $28.7 million in the same quarter a year ago. Due to changes in prepayment speeds and interest rates during the quarter, a $3.5 million impairment charge to increase the valuation reserve for mortgage servicing rights was recorded. Offsetting this impairment charge were $14.7 million of gains on sale of mortgage loans; of this, $6.3 million relates to the sale of multi-family loans. During the quarter, Sovereign recognized a net gain on securities of $29.2 million, compared to a net loss on securities of $305 million in the second quarter of 2006 and a net gain on securities of $1.7 million a year ago. Non-Interest Expense G&A expenses, including acquisitions, were $352 million for the third quarter of 2006. Excluding acquisitions, G&A expense categories were relatively flat to the second quarter of 2006 with the exception of compensation and benefits due in part to additional overtime costs associated with the conversion of Independence. G&A expenses to average assets were 1.55% for the quarter, compared to 1.66% in the second quarter of 2006 and 1.78% a year ago. Due to the aforementioned net interest margin compression, Sovereign's efficiency ratio increased to 53.0% during the quarter versus 48.9% a year ago. Asset Quality Asset quality statistics remained consistent with prior periods in the third quarter of 2006. Annualized net charge-offs were .23% of average loans for the third quarter, compared to .23% in the second quarter of 2006. Non-performing loans to total loans increased one basis point from second quarter levels to ..37%. Non-performing loans increased by $13.1 million from last quarter to $232.8 million. The allowance for credit losses to non-performing loans was 240% at September 30, 2006, as compared to 251% at June 30, 2006 and 257% at September 30, 2005. Sovereign's provision for credit losses was $45.0 million this quarter, compared to $44.5 million in the second quarter of 2006 and $20.0 million in the third quarter of 2005. The provision for credit losses was higher during the recent quarter to provide for a non-performing loan sale of correspondent home equity loans, a decision to self-insure a portion of correspondent home equity loans, and a high level of commercial loan growth. Capital Sovereign's Tier 1 leverage ratio was 5.82% at September 30, 2006. Tangible equity to tangible assets, which includes preferred stock, was 3.89% excluding other comprehensive income ("OCI") and was 3.78% including OCI. Tangible common equity to tangible assets, excluding other comprehensive income ("OCI") was 3.66% and including OCI was 3.55%. The equity to assets ratio was 9.66% at September 30, 2006. Sovereign Bank's Tier 1 leverage ratio was 6.21% and the Bank's total risk-based capital ratio was 10.43% at September 30, 2006. Based upon our October 16 stock price of $23.46, Sovereign is trading at a P/E of 14.0x analysts mean 2006 estimate. The book value per share at September 30, 2006 was $18.07. About Sovereign Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV), the parent company of Sovereign Bank, is a $90 billion financial institution with nearly 800 community banking offices, over 2,000 ATMs and approximately 12,000 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, wealth management and insurance. Sovereign is the 18th largest banking institution in the United States. For more information on Sovereign Bank, visit http://www.sovereignbank.com or call 1-877-SOV-BANK. Interested parties will have the opportunity to listen to a live web-cast of Sovereign's Third Quarter 2006 earnings call on Tuesday, October 17 beginning at 5:00 p.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=1386289. The web-cast and replay can be accessed anytime from 5:00 p.m. ET on Tuesday, October 17, 2006 through 12:00 a.m. ET on Friday, December 29, 2006. Questions may be submitted during the call via email accessible from Sovereign Bancorp's broadcast and Investor Relations sites. A telephone replay will be accessible from 7:00 p.m. ET on Tuesday, October 17, 2006 through 12:00 a.m. ET (midnight) on Monday, October 23, 2006 by dialing 1-800-642-1687, confirmation id #8143196. Note: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Sovereign's management uses the non-GAAP measure of Operating Earnings, and the related per share amount, in their analysis of the company's performance. This measure, as used by Sovereign, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature or are associated with acquiring and integrating businesses. Operating earnings for 2005 and 2006 EPS purposes represent net income adjusted for the after-tax effects of merger-related and integration charges, certain restructuring charges, other-than-temporary impairment charges on Fannie Mae and Freddie Mac preferred equity securities and proxy and related professional fees. 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 ----------------------------------------------------------- (dollars in millions, Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 except per share data) 2006 2006 2006 2005 2005 - ----------------------------------- --------- --------- --------- --------- --------- Operating Data Net income (loss) $ 184.0 $ (59.1) $ 141.4 $ 165.5 $ 181.0 Net income (loss) for EPS purposes 188.5 (61.5) 147.7 171.8 187.4 Operating earnings for EPS purposes (1) 207.0 163.2 155.2 175.6 185.3 Net interest income 491.8 438.8 404.0 403.2 408.3 Provision for credit losses 45.0 44.5 29.0 26.0 20.0 Total fees and other income before securities transactions 171.9 142.0 134.3 159.9 158.2 Net gain (loss) on investment securities 29.2 (305.0) 0.0 (1.3) 1.7 G&A expense 351.8 303.3 280.0 281.8 276.9 Other expenses 75.3 58.9 44.8 40.0 32.6 Performance Statistics Bancorp Net interest margin 2.64% 2.86% 3.00% 3.01% 3.13% Return on average assets 0.81% -0.32% 0.90% 1.03% 1.17% Operating return on average assets (1) 0.91% 0.89% 0.98% 1.10% 1.19% Return on average equity 8.47% -3.54% 9.72% 11.49% 12.61% Operating return on average equity (1) 9.52% 9.77% 10.68% 12.20% 12.91% Return on average tangible equity 23.72% -8.16% 19.29% 23.67% 26.24% Operating return on average tangible equity (1) 26.68% 22.54% 21.18% 25.12% 26.85% Annualized net loan charge-offs to average loans 0.23% 0.23% 0.26% 0.21% 0.18% G & A expense to average assets 1.55% 1.66% 1.77% 1.76% 1.78% Efficiency ratio (3) 53.01% 52.22% 52.01% 50.04% 48.87% Per Share Data Basic earnings (loss) per share (2) $ 0.39 $ (0.15) $ 0.38 $ 0.44 $ 0.48 Diluted earnings (loss) per share (2) 0.37 (0.15) 0.36 0.42 0.45 Operating earnings per share (1)(2) 0.41 0.37 0.38 0.43 0.45 Dividend declared per share 0.080 0.080 0.060 0.060 0.040 Common book value (4) 18.07 17.50 16.42 16.21 15.81 Common stock price: High $ 21.60 $ 21.76 $ 21.53 $ 22.37 $ 23.54 Low 20.07 20.19 19.57 19.65 20.66 Close 21.51 20.31 20.87 20.59 20.99 Weighted average common shares: (2) Basic 472.4 412.0 376.9 375.6 378.3 Diluted 506.1 412.0 410.4 409.6 412.8 End-of-period common shares: Basic 472.6 471.8 359.3 358.4 358.5 Diluted 506.5 505.5 391.1 390.5 390.7 NOTES: (1) Operating earnings represent net income excluding the after-tax effects of certain items, such as significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, proxy and related professional fees, and certain other charges. See page H and I for a reconciliation of GAAP and Non-GAAP measures. (2) Prior period earnings per share and weighted average common shares have been restated to reflect the 5% stock dividend paid to shareholders of record on June 15, 2006. (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) Common book value equals common stockholders' equity at period-end divided by common shares outstanding. Year to Date ----------------------------- (dollars in millions, except Sept. 30 Sept. 30 per share data) 2006 2005 - ---------------------------------------- ------------ ------------ Operating Data Net income (loss) $ 266.4 $ 510.7 Net income (loss) for EPS purposes 281.1 529.7 Operating earnings for EPS purposes (1) 525.4 540.6 Net interest income 1,334.5 1,228.8 Provision for credit losses 118.5 64.0 Total fees and other income before securities transactions 448.2 431.1 Net gain (loss) on investment securities (275.9) 13.0 G&A expense 935.1 807.4 Other expenses 179.0 123.4 Performance Statistics Bancorp Net interest margin 2.81% 3.22% Return on average assets 0.47% 1.14% Operating return on average assets (1) 0.93% 1.21% Return on average equity 5.03% 12.06% Operating return on average equity (1) 9.92% 12.77% Return on average tangible equity 11.92% 24.80% Operating return on average tangible equity (1) 23.51% 26.26% Annualized net loan charge-offs to average loans 0.24% 0.20% G & A expense to average assets 1.65% 1.81% Efficiency ratio (3) 52.45% 48.64% Per Share Data Basic earnings (loss) per share (2) $ 0.62 $ 1.33 Diluted earnings (loss) per share (2) 0.62 1.27 Operating earnings per share (1)(2) 1.16 1.29 Dividend declared per share 0.220 0.110 Common book value (4) 18.07 15.81 Common stock price: High $ 21.76 $ 23.54 Low 19.57 19.17 Close 21.51 20.99 Weighted average common shares: (2) Basic 420.7 383.9 Diluted 454.3 418.1 End-of-period common shares: Basic 472.6 358.5 Diluted 506.5 390.7 NOTES: (1) Operating earnings represent net income excluding the after-tax effects of certain items, such as significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, proxy and related professional fees, and certain other charges. See page H and I for a reconciliation of GAAP and Non-GAAP measures. (2) Prior period earnings per share and weighted average common shares have been restated to reflect the 5% stock dividend paid to shareholders of record on June 15, 2006. (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) Common book value equals common stockholders' equity at period-end divided by common shares outstanding. Sovereign Bancorp, Inc. and Subsidiaries FINANCIAL HIGHLIGHTS (unaudited) Quarter Ended ------------------------------------------------------------- Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 (dollars in millions) 2006 2006 2006 2005 2005 - ----------------------------------- --------- --------- --------- --------- --------- Financial Condition Data: General Total assets $ 90,410 $ 88,753 $ 65,060 $ 63,679 $ 62,960 Loans 63,178 61,610 45,164 43,804 42,692 Total deposits and customer related accounts: 52,784 52,592 38,820 37,978 37,333 Core deposits and other customer related accounts 36,031 36,593 27,143 26,639 27,395 Time deposits 16,753 15,999 11,678 11,339 9,937 Borrowings 27,101 26,171 19,216 18,721 18,897 Minority interests 210 209 206 206 205 Stockholders' equity 8,734 8,451 5,900 5,811 5,668 Goodwill 4,990 4,930 2,715 2,717 2,714 Core deposit and other intangibles 533 633 197 214 232 Asset Quality Non-performing assets $ 273.1 $ 259.1 $ 200.5 $ 205.6 $ 181.1 Non-performing loans $ 232.8 $ 219.7 $ 183.5 $ 189.5 $ 169.9 Non-performing assets to total assets 0.30% 0.29% 0.31% 0.32% 0.29% Non-performing loans to total loans 0.37% 0.36% 0.41% 0.43% 0.40% Allowance for credit losses $ 558.1 $ 551.4 $ 438.5 $ 437.8 $ 436.8 Allowance for credit losses to total loans 0.88% 0.90% 0.97% 1.00% 1.02% Allowance for credit losses to non-performing loans 240% 251% 239% 231% 257% Capitalization - Bancorp (1) Stockholders' equity to total assets 9.66% 9.52% 9.07% 9.13% 9.00% Tier 1 leverage capital ratio 5.82% 5.69% 6.74% 6.68% 6.48% Tangible equity to tangible assets, excluding OCI 3.89% 3.73% 5.16% 5.05% 4.84% Tangible common equity to tangible assets, excluding OCI 3.66% 3.50% 5.16% 5.05% 4.84% Tangible equity to tangible assets, including OCI 3.78% 3.49% 4.81% 4.73% 4.54% Tangible common equity to tangible assets, including OCI 3.55% 3.25% 4.81% 4.73% 4.54% Capitalization - Bank (1) Stockholders' equity to total assets 11.65% 9.70% 10.59% 10.61% 10.46% Tier 1 leverage capital ratio 6.21% 6.28% 6.97% 6.84% 6.58% Tier 1 risk-based capital ratio 7.73% 7.91% 8.52% 8.21% 7.91% Total risk-based capital ratio 10.43% 10.28% 10.97% 10.66% 10.42% (1) All capital ratios are calculated based upon adjusted end of period assets consistent with OTS guidelines. The current quarter ratios are estimated as of the date of this earnings release. Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (unaudited) Sept. 30 June 30 Mar. 31 (dollars in thousands) 2006 2006 2006 - ---------------------------------------- -------------- -------------- -------------- Assets Cash and amounts due from depository institutions $ 1,932,603 $ 1,714,042 $ 997,447 Investments: Available-for-sale 12,821,075 12,218,168 7,063,492 Held-to-maturity - - 4,936,066 Other investments 1,020,723 933,507 670,353 Total investments 13,841,798 13,151,675 12,669,911 Loans: Commercial 29,984,325 28,999,921 17,250,897 Consumer 33,193,395 32,610,190 27,913,516 Total loans 63,177,720 61,610,111 45,164,413 Less allowance for loan losses (544,482) (537,372) (421,860) Total loans, net 62,633,238 61,072,739 44,742,553 Premises and equipment, net 591,601 587,254 408,119 Accrued interest receivable 413,018 375,213 275,343 Goodwill 4,989,539 4,929,586 2,715,217 Core deposit and other intangibles 532,626 632,665 196,756 Bank owned life insurance 1,704,955 1,686,571 1,027,403 Other assets 3,770,681 4,603,322 2,027,191 Total assets $ 90,410,059 $ 88,753,067 $ 65,059,940 Liabilities and Stockholders' Equity Liabilities: Deposits and other customer related accounts: Core and other customer related accounts $ 36,030,850 $ 36,593,254 $ 27,142,655 Time deposits 16,752,764 15,999,234 11,677,492 Total 52,783,614 52,592,488 38,820,147 Borrowings and other debt obligations 27,100,522 26,170,589 19,216,159 Other liabilities 1,582,174 1,329,383 917,661 Total liabilities 81,466,310 80,092,460 58,953,967 Minority interests 209,972 209,466 206,141 Stockholders' equity: Preferred Stock 195,445 195,445 - Common Stock 6,166,992 6,156,925 3,657,038 Warrants and stock options 338,867 337,637 335,717 Unallocated ESOP shares (21,396) (21,396) (21,396) Treasury stock (57,646) (65,984) (466,328) Accumulated other comprehensive loss (74,543) (193,186) (211,760) Retained earnings 2,186,058 2,041,700 2,606,561 Total stockholders' equity 8,733,777 8,451,141 5,899,832 Total liabilities and stockholders' equity $ 90,410,059 $ 88,753,067 $ 65,059,940 Dec. 31 Sept. 30 (dollars in thousands) 2005 2005 - ---------------------------------------- ------------ ------------ Assets Cash and amounts due from depository institutions $ 1,131,936 $ 1,438,240 Investments: Available-for-sale 7,258,402 7,547,170 Held-to-maturity 4,647,627 4,500,881 Other investments 651,299 696,859 Total investments 12,557,328 12,744,910 Loans: Commercial 16,635,646 16,222,920 Consumer 27,168,201 26,468,719 Total loans 43,803,847 42,691,639 Less allowance for loan losses (419,599) (418,353) Total loans, net 43,384,248 42,273,286 Premises and equipment, net 412,017 401,868 Accrued interest receivable 286,300 265,120 Goodwill 2,716,826 2,714,073 Core deposit and other intangibles 213,975 231,740 Bank owned life insurance 1,018,125 1,006,820 Other assets 1,957,971 1,884,316 Total assets $ 63,678,726 $ 62,960,373 Liabilities and Stockholders' Equity Liabilities: Deposits and other customer related accounts: Core and other customer related accounts $ 26,639,246 $ 27,395,257 Time deposits 11,338,460 9,937,334 Total 37,977,706 37,332,591 Borrowings and other debt obligations 18,720,897 18,897,237 Other liabilities 963,764 857,530 Total liabilities 57,662,367 57,087,358 Minority interests 205,660 205,176 Stockholders' equity: Preferred Stock - - Common Stock 3,657,543 3,649,507 Warrants and stock options 337,346 337,156 Unallocated ESOP shares (21,396) (23,707) Treasury stock (478,734) (467,265) Accumulated other comprehensive loss (170,798) (170,619) Retained earnings 2,486,738 2,342,767 Total stockholders' equity 5,810,699 5,667,839 Total liabilities and stockholders' equity $ 63,678,726 $ 62,960,373 Sovereign Bancorp, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Quarter Ended ----------------------------------------------------------- (dollars in thousands, Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 except per share data) 2006 2006 2006 2005 2005 - ----------------------------------- --------- --------- --------- --------- --------- Interest and dividend income: Interest on interest-earning deposits $ 5,408 $ 2,954 $ 2,116 $ 2,605 $ 2,022 Interest on investment securities Available for sale 201,766 116,653 90,095 91,163 86,411 Held to maturity 1,065 50,473 53,553 51,225 47,624 Other 13,287 13,016 5,603 4,971 4,443 Interest on loans 1,019,325 808,922 688,166 661,072 620,742 Total interest and dividend income 1,240,851 992,018 839,533 811,036 761,242 Interest expense: Deposits and related customer accounts 412,858 306,030 231,837 201,449 169,084 Borrowings 336,206 247,217 203,738 206,344 183,817 Total interest expense 749,064 553,247 435,575 407,793 352,901 Net interest income 491,787 438,771 403,958 403,243 408,341 Provision for credit losses 45,000 44,500 29,000 26,000 20,000 Net interest income after provision for credit losses 446,787 394,271 374,958 377,243 388,341 Non-interest income: Consumer banking fees 74,298 67,467 60,798 64,696 65,738 Commercial banking fees 47,690 43,949 39,016 46,699 39,519 Mortgage banking revenue (1) 14,329 4,524 12,992 26,501 28,671 Capital markets revenue 4,009 2,313 3,889 4,053 5,382 Bank-owned life insurance income 20,116 15,359 11,327 11,398 12,066 Other 11,409 8,363 6,319 6,538 6,856 Total fees and other income before security gains 171,851 141,975 134,341 159,885 158,232 Net gain/(loss) on securities 29,154 (305,027) - (1,296) 1,675 Total non-interest income 201,005 (163,052) 134,341 158,589 159,907 Non-interest expense: General and administrative Compensation and benefits 182,607 149,467 143,778 137,452 140,532 Occupancy and equipment 78,594 68,155 64,193 61,679 61,096 Technology expense 25,128 23,114 21,566 22,562 21,349 Outside services 17,928 16,592 14,755 17,174 15,362 Marketing expense 14,552 14,548 10,222 15,103 14,455 Other administrative expenses 33,009 31,417 25,465 27,828 24,107 Total general and administrative 351,818 303,293 279,979 281,798 276,901 Other expenses: Amortization of intangibles 34,092 24,225 17,219 17,766 18,284 Other minority interest expense 6,149 6,079 5,992 5,951 5,837 Equity method investments 6,701 10,954 10,042 10,455 11,656 Loss on economic hedges - 11,387 - - - Proxy and professional fees - - 14,337 5,827 - Lease and contract termination charges - - - - - Merger-related and integration charges 28,403 6,257 (2,798) - (3,222) Total other expenses 75,345 58,902 44,792 39,999 32,555 Total non-interest expense 427,163 362,195 324,771 321,797 309,456 Income/ (loss) before income taxes 220,629 (130,976) 184,528 214,035 238,792 Income tax expense/ (benefit) 36,620 (71,920) 43,130 48,540 57,749 Net income/ (loss) $ 184,009 $ (59,056) $ 141,398 $ 165,495 $ 181,043 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans and related securities, multi-family loans, and home equity loans (2) $ 14,665 $ 3,136 $ 9,762 $ 22,708 $ 21,274 Net gains/(loss) recorded under SFAS 133 (423) (663) 1,090 (1,039) 717 Mortgage servicing fees, net of mortgage servicing rights amortization 3,582 2,051 2,140 914 (157) Mortgage servicing right (impairments)/ recoveries (3,495) - - 3,918 6,837 Total mortgage banking revenues $ 14,329 $ 4,524 $ 12,992 $ 26,501 $ 28,671 (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 ----------------------------- (dollars in thousands, except Sept. 30 Sept. 30 per share data) 2006 2005 - ---------------------------------------- ------------ ------------ Interest and dividend income: Interest on interest-earning deposits $ 10,478 $ 6,151 Interest on investment securities Available for sale 408,514 268,529 Held to maturity 105,091 137,834 Other 31,906 13,087 Interest on loans 2,516,413 1,725,950 Total interest and dividend income 3,072,402 2,151,551 Interest expense: Deposits and related customer accounts 950,725 423,141 Borrowings 787,161 499,564 Total interest expense 1,737,886 922,705 Net interest income 1,334,516 1,228,846 Provision for credit losses 118,500 64,000 Net interest income after provision for credit losses 1,216,016 1,164,846 Non-interest income: Consumer banking fees 202,563 191,920 Commercial banking fees 130,655 102,576 Mortgage banking revenue (1) 31,845 61,616 Capital markets revenue 10,211 13,768 Bank-owned life insurance income 46,802 35,887 Other 26,091 25,299 Total fees and other income before security gains 448,167 431,066 Net gain/(loss) on securities (275,873) 13,009 Total non-interest income 172,294 444,075 Non-interest expense: General and administrative Compensation and benefits 475,852 401,460 Occupancy and equipment 210,942 185,314 Technology expense 69,808 61,623 Outside services 49,275 43,815 Marketing expense 39,322 37,259 Other administrative expenses 89,891 77,935 Total general and administrative 935,090 807,406 Other expenses: Amortization of intangibles 75,536 56,055 Other minority interest expense 18,220 17,257 Equity method investments 27,697 33,392 Loss on economic hedges 11,387 - Proxy and professional fees 14,337 - Lease and contract termination charges - 3,982 Merger-related and integration charges 31,862 12,744 Total other expenses 179,039 123,430 Total non-interest expense 1,114,129 930,836 Income/ (loss) before income taxes 274,181 678,085 Income tax expense/ (benefit) 7,830 167,420 Net income/ (loss) $ 266,351 $ 510,665 (1) Mortgage banking activity is summarized below: Gains on sale of mortgage loans and related securities, multi-family loans, and home equity loans (2) $ 27,563 $ 56,022 Net gains/(loss) recorded under SFAS 133 4 1,684 Mortgage servicing fees, net of mortgage servicing rights amortization 7,773 1,884 Mortgage servicing right (impairments)/recoveries (3,495) 2,026 Total mortgage banking revenues $ 31,845 $ 61,616 (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 September 30, 2006 -------------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - ----------------------------------- -------------- -------------- -------------- Earning assets: Investment securities $ 15,886,584 $ 241,045 6.06% Loans: Commercial 23,034,009 419,552 7.24% Multi-Family 6,184,739 95,298 6.16% Consumer: Residential mortgages 17,860,553 256,417 5.74% Home equity loans and lines of credit 10,519,717 173,914 6.59% Total consumer loans secured by real estate 28,380,270 430,331 6.05% Auto Loans 4,394,903 66,220 5.98% Other 451,333 10,296 9.05% Total Consumer 33,226,506 506,847 6.08% Total loans 62,445,254 1,021,697 6.52% Allowance for loan losses (537,690) Total earning assets 77,794,148 $ 1,262,742 6.47% Other assets 12,160,105 Total assets $ 89,954,253 Funding liabilities: Deposits and other customer-related accounts: NOW accounts $ 10,854,965 $ 80,252 2.92% Customer repurchase agreements 1,273,055 15,230 4.75% Savings accounts 5,013,163 8,409 0.67% Money market accounts 13,067,468 121,062 3.68% Core and other customer-related accounts 30,208,651 224,953 2.95% Time deposits 16,504,794 187,905 4.52% Total 46,713,445 412,858 3.51% Borrowings: Wholesale borrowings 20,847,228 254,407 4.86% Other borrowings 5,606,261 81,799 5.82% Total borrowings 26,453,489 336,206 5.06% Total funding liabilities 73,166,934 749,064 4.07% Non-interest bearing DDA 6,707,400 Other liabilities 1,458,009 Total liabilities 81,332,343 Stockholders' equity 8,621,910 Total liabilities and stockholders' equity $ 89,954,253 Net interest income $ 513,678 Interest rate spread 2.40% Contribution from interest-free funds 0.24% Net interest margin 2.64% (1) Tax equivalent basis Quarter Ended June 30, 2006 -------------------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - ----------------------------------- -------------- -------------- -------------- Earning assets: Investment securities $ 14,207,577 $ 201,842 5.68% Loans: Commercial 19,112,403 342,125 7.18% Multi-Family 1,992,727 31,285 6.28% Consumer: Residential mortgages 14,467,374 203,062 5.61% Home equity loans and lines of credit 10,129,080 162,530 6.44% Total consumer loans secured by real estate 24,596,454 365,592 5.95% Auto Loans 4,396,659 64,223 5.86% Other 453,383 8,344 7.38% Total Consumer 29,446,496 438,159 5.96% Total loans 50,551,626 811,569 6.43% Allowance for loan losses (455,468) Total earning assets 64,303,735 $ 1,013,411 6.31% Other assets 9,136,881 Total assets $ 73,440,616 Funding liabilities: Deposits and other customer-related accounts: NOW accounts $ 10,346,113 $ 73,330 2.84% Customer repurchase agreements 1,114,934 12,077 4.34% Savings accounts 3,956,176 7,254 0.74% Money market accounts 9,598,706 71,475 2.99% Core and other customer-related accounts 25,015,929 164,136 2.63% Time deposits 13,193,359 141,894 4.32% Total 38,209,288 306,030 3.21% Borrowings: Wholesale borrowings 16,647,140 182,559 4.40% Other borrowings 4,791,972 64,658 5.48% Total borrowings 21,439,112 247,217 4.62% Total funding liabilities 59,648,400 553,247 3.72% Non-interest bearing DDA 5,662,902 Other liabilities 1,430,767 Total liabilities 66,742,069 Stockholders' equity 6,698,547 Total liabilities and stockholders' equity $ 73,440,616 Net interest income $ 460,164 Interest rate spread 2.59% Contribution from interest-free funds 0.27% Net interest margin 2.86% (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 16,440,068 262,726 6.35% Multi-Family - - 0.00% Consumer: Residential mortgages 10,663,656 142,604 5.35% Home equity loans and lines of credit 10,321,853 146,483 5.66% Total consumer loans secured by real estate 20,985,509 289,087 5.49% Auto Loans 4,400,376 60,280 5.43% Other 515,522 10,147 7.81% Total Consumer 25,901,407 359,514 5.53% Total loans 42,341,475 622,240 5.85% Allowance for loan losses (423,929) Total earning assets 53,891,589 $ 776,042 5.73% Other assets 7,709,266 Total assets $ 61,600,855 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: Wholesale borrowings 13,677,685 140,484 4.08% 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 831,385 Total liabilities 55,905,960 Stockholders' equity 5,694,895 Total liabilities and stockholders' equity $ 61,600,855 Net interest income $ 423,141 Interest rate spread 2.91% Contribution from interest-free funds 0.22% Net interest margin 3.13% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS (unaudited) Year to Date September 30, 2006 -------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - ------------------------------------------ ------------ ------------ -------- Earning assets: Investment securities $ 14,281,351 $ 610,934 5.71% Loans: Commercial 19,699,524 1,051,982 7.14% Multi-Family 2,748,477 126,583 6.14% Consumer: Residential mortgages 15,053,802 636,131 5.63% Home equity loans and lines of credit 10,110,555 488,104 6.45% Total consumer loans secured by real estate 25,164,357 1,124,235 5.96% Auto loans 4,400,416 192,228 5.84% Other 460,455 27,826 8.08% Total Consumer 30,025,228 1,344,289 5.98% Total loans 52,473,229 2,522,854 6.42% Allowance for loan losses (471,358) Total earning assets 66,283,222 $ 3,133,788 6.31% Other assets 9,623,451 Total assets $ 75,906,673 Funding liabilities: Deposits and other customer-related accounts: NOW accounts $ 10,114,033 $ 208,084 2.74% Customer repurchase agreements 1,138,838 37,205 4.37% Savings accounts 4,128,312 21,938 0.71% Money market accounts 10,303,545 240,605 3.12% Core and other customer-related accounts 25,684,728 507,832 2.64% Time deposits 13,784,845 442,893 4.30% Total 39,469,573 950,725 3.22% Borrowings: Wholesale borrowings 17,244,235 586,685 4.54% Other borrowings 4,942,265 200,476 5.41% Total borrowings 22,186,500 787,161 4.74% Total funding liabilities 61,656,073 1,737,886 3.77% Non-interest bearing DDA 5,826,134 Other liabilities 1,342,011 Total liabilities 68,824,218 Stockholders' equity 7,082,455 Total liabilities and stockholders' equity $ 75,906,673 Net interest income $ 1,395,902 Interest rate spread 2.55% Contribution from interest-free funds 0.26% Net interest margin 2.81% (1) Tax equivalent basis Year to Date September 30, 2005 -------------------------------------- Average Yield/ (dollars in thousands) Balance Interest (1) Rate - ------------------------------------------ ------------ ------------ -------- Earning assets: Investment securities $ 12,093,200 $ 461,037 5.08% Loans: Commercial 15,698,330 705,536 6.01% Multi-Family - - 0.00% Consumer: Residential mortgages 10,160,711 404,143 5.30% Home equity loans and lines of credit 10,151,595 419,263 5.51% Total consumer loans secured by real estate 20,312,306 823,406 5.41% Auto loans 4,322,967 170,755 5.28% Other 550,965 31,073 7.54% Total Consumer 25,186,238 1,025,234 5.43% Total loans 40,884,568 1,730,770 5.65% Allowance for loan losses (422,569) Total earning assets 52,555,199 $ 2,191,807 5.57% Other assets 7,247,966 Total assets $ 59,803,165 Funding liabilities: Deposits and other customer-related accounts: NOW accounts $ 8,489,687 $ 99,891 1.57% Customer repurchase agreements 847,264 15,436 2.44% Savings accounts 3,848,607 18,826 0.65% Money market accounts 8,288,830 91,910 1.48% Core and other customer-related accounts 21,474,388 226,063 1.41% Time deposits 9,313,316 197,078 2.83% Total 30,787,704 423,141 1.84% Borrowings: Wholesale borrowings 13,144,601 383,890 3.90% Other borrowings 4,190,575 115,674 3.69% Total borrowings 17,335,176 499,564 3.85% Total funding liabilities 48,122,880 922,705 2.56% Non-interest bearing DDA 5,278,467 Other liabilities 740,996 Total liabilities 54,142,343 Stockholders' equity 5,660,822 Total liabilities and stockholders' equity $ 59,803,165 Net interest income $ 1,269,102 Interest rate spread 3.01% Contribution from interest-free funds 0.21% Net interest margin 3.22% (1) Tax equivalent basis Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) NON-PERFORMING ASSETS Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 (dollars in thousands) 2006 2006 2006 2005 2005 - ----------------------------------- ----------- ----------- ----------- ----------- ----------- Non-accrual loans: Consumer: Residential mortgages $ 35,365 $ 34,812 $ 31,874 $ 30,393 $ 33,427 Home equity loans and lines of credit 62,002 63,632 61,078 55,543 37,051 Auto loans 327 388 363 476 462 Other consumer loans 1,384 2,524 1,920 1,913 2,873 Total consumer loans 99,078 101,356 95,235 88,325 73,813 Commercial 133,133 117,758 87,566 100,372 95,303 Total non-accrual loans 232,211 219,114 182,801 188,697 169,116 Restructured loans 570 576 692 777 822 Total non-performing loans 232,781 219,690 183,493 189,474 169,938 Real estate owned, net 34,775 35,899 13,622 11,411 6,107 Other repossessed assets 5,500 3,487 3,352 4,678 5,083 Total non-performing assets 273,056 259,076 200,467 205,563 181,128 Non-performing loans as a percentage of total loans 0.37% 0.36% 0.41% 0.43% 0.40% Non-performing assets as a percentage of total assets 0.30% 0.29% 0.31% 0.32% 0.29% Non-performing assets as a percentage of total loans, real estate owned and repossessed assets 0.43% 0.42% 0.44% 0.47% 0.42% Allowance for credit losses as a percentage of non- performing loans 240% 251% 239% 231% 257% NET LOAN CHARGE-OFFS Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 Quarters ended (in thousands) 2006 2006 2006 2005 2005 - ----------------------------------- ----------- ----------- ----------- ----------- ----------- Commercial real estate $ 1,188 $ 3,938 $ (744) $ 564 $ 219 Commercial and industrial and other 6,402 4,718 8,948 4,877 6,209 Total Commercial 7,590 8,656 8,204 5,441 6,428 Residential mortgages 422 156 159 554 109 Home equity loans and lines of credit 19,909 15,032 10,654 6,998 4,319 Total consumer loans secured by real estate 20,331 15,188 10,813 7,552 4,428 Auto loans 7,271 5,678 7,995 9,137 7,539 Other consumer loans 135 (97) 1,286 1,079 1,059 Total Consumer 27,737 20,769 20,094 17,768 13,026 Total $ 35,327 $ 29,425 $ 28,298 $ 23,209 $ 19,454 COMPONENTS OF THE PROVISION OF CREDIT LOSSES AND ALLOWANCE FOR CREDIT LOSSES Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 Quarters ended (in thousands) 2006 2006 2006 2005 2005 - ----------------------------------- ----------- ----------- ----------- ----------- ----------- Provision for loan losses 45,437 47,113 30,559 26,263 19,298 Provision/(recoveries) for unfunded commitments (437) (2,613) (1,559) (263) 702 Total provision for credit losses $ 45,000 $ 44,500 $ 29,000 $ 26,000 $ 20,000 Allowance for loan losses 544,482 537,372 421,860 419,599 418,353 Reserve for unfunded commitments 13,603 14,040 16,653 18,212 18,475 Total allowance for credit losses $ 558,085 $ 551,412 $ 438,513 $ 437,811 $ 436,828 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2006 2006 2006 - ---------------------------------------- ------------ ------------ ------------ Demand deposit accounts $ 6,687,150 $ 6,821,660 $ 5,165,140 NOW accounts 10,517,818 11,055,188 9,110,005 Customer repurchase agreements 1,457,129 1,205,345 1,086,010 Savings accounts 4,919,190 5,189,459 3,397,183 Money market accounts 12,449,563 12,321,602 8,384,317 Certificates of deposits 16,752,764 15,999,234 11,677,492 Total $ 52,783,614 $ 52,592,488 $ 38,820,147 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period Dec. 31 Sept. 30 Quarters ended (in thousands) 2005 2005 - ---------------------------------------- ------------ ------------ Demand deposit accounts $ 5,331,659 $ 5,414,212 NOW accounts 8,844,875 9,170,052 Customer repurchase agreements 1,012,574 959,024 Savings accounts 3,460,292 3,684,423 Money market accounts 7,989,846 8,167,546 Certificates of deposits 11,338,460 9,937,334 Total $ 37,977,706 $ 37,332,591 LOAN COMPOSITION - End of period Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2006 2006 2006 - ---------------------------------------- ------------ ------------ ------------ Commercial real estate $ 11,401,902 $ 10,817,068 $ 7,128,116 Commercial industrial loans 12,611,628 12,048,686 10,122,781 Multi-family 5,970,795 6,134,167 - Total commercial loans 29,984,325 28,999,921 17,250,897 Residential mortgages 17,817,283 17,236,025 13,161,773 Home equity loans and lines of credit 10,506,607 10,515,700 9,892,235 Total consumer loans secured by real estate 28,323,890 27,751,725 23,054,008 Auto loans 4,431,891 4,399,047 4,400,980 Other consumer loans 437,614 459,418 458,528 Total consumer loans 33,193,395 32,610,190 27,913,516 Total loans $ 63,177,720 $ 61,610,111 $ 45,164,413 LOAN COMPOSITION - End of period Dec. 31 Sept. 30 Quarters ended (in thousands) 2005 2005 - ---------------------------------------- ------------ ------------ Commercial real estate $ 7,209,180 $ 7,151,189 Commercial industrial loans 9,426,466 9,071,731 Multi-family - - Total commercial loans 16,635,646 16,222,920 Residential mortgages 12,462,802 11,198,366 Home equity loans and lines of credit 9,793,124 10,301,161 Total consumer loans secured by real estate 22,255,926 21,499,527 Auto loans 4,434,021 4,463,931 Other consumer loans 478,254 505,261 Total consumer loans 27,168,201 26,468,719 Total loans $ 43,803,847 $ 42,691,639 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2006 2006 2006 - ---------------------------------------- ------------ ------------ ------------ Demand deposit accounts $ 6,707,400 $ 5,662,902 $ 5,086,989 NOW accounts 10,854,965 10,346,113 9,124,514 Customer repurchase agreements 1,273,055 1,114,934 1,025,807 Savings accounts 5,013,163 3,956,176 3,411,827 Money market accounts 13,067,468 9,598,706 8,190,873 Certificates of deposits 16,504,794 13,193,359 11,597,261 Total $ 53,420,845 $ 43,872,190 $ 38,437,271 DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average Dec. 31 Sept. 30 Quarters ended (in thousands) 2005 2005 - ---------------------------------------- ------------ ------------ Demand deposit accounts $ 5,340,623 $ 5,393,736 NOW accounts 9,454,176 8,991,339 Customer repurchase agreements 1,007,347 903,053 Savings accounts 3,573,771 3,753,311 Money market accounts 8,112,584 8,294,441 Certificates of deposits 10,376,654 9,810,041 Total $ 37,865,155 $ 37,145,921 LOAN COMPOSITION - Average Sept. 30 June 30 Mar. 31 Quarters ended (in thousands) 2006 2006 2006 - ---------------------------------------- ------------ ------------ ------------ Commercial real estate $ 10,869,370 $ 8,358,231 $ 7,193,994 Commercial industrial loans 10,805,007 9,564,869 8,603,198 Multi-family 6,184,739 1,992,727 - Other 1,359,632 1,189,303 1,087,391 Total commercial loans 29,218,748 21,105,130 16,884,583 Residential mortgages 17,860,553 14,467,374 12,777,623 Home equity loans and lines of credit 10,519,717 10,129,080 9,673,570 Total consumer loans secured by real estate 28,380,270 24,596,454 22,451,193 Auto loans 4,394,903 4,396,659 4,409,850 Other consumer loans 451,333 453,383 476,946 Total consumer loans 33,226,506 29,446,496 27,337,989 Total loans $ 62,445,254 $ 50,551,626 $ 44,222,572 LOAN COMPOSITION - Average Dec. 31 Sept. 30 Quarters ended (in thousands) 2005 2005 - ---------------------------------------- ------------ ------------ Commercial real estate $ 7,203,433 $ 7,019,781 Commercial industrial loans 8,273,795 8,499,513 Multi-family - - Other 1,038,760 920,774 Total commercial loans 16,515,988 16,440,068 Residential mortgages 11,859,646 10,663,656 Home equity loans and lines of credit 10,176,307 10,321,853 Total consumer loans secured by real estate 22,035,953 20,985,509 Auto loans 4,454,501 4,400,376 Other consumer loans 490,069 515,522 Total consumer loans 26,980,523 25,901,407 Total loans $ 43,496,511 $ 42,341,475 Sovereign Bancorp, Inc. and Subsidiaries RECONCILIATION OF OPERATING EARNINGS TO REPORTED EARNINGS (unaudited) Operating earnings for EPS purposes represents net income excluding the after-tax effects of certain items, such as significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, proxy and related professional fees, and certain other charges. The table below reconciles our GAAP earnings to operating earnings for EPS purposes. (dollars in thousands, except per share data - all amounts are after tax) Quarter Ended Total dollars ------------------------------------------------------------------- Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 2006 2006 2006 2005 2005 ----------- ----------- ----------- ----------- ----------- Net income (loss) as reported $ 184,009 $ (59,056) $ 141,398 $ 165,495 $ 181,043 Dividends on preferred stock (1,825) (2,433) - - - Net income available to common shareholders 182,184 (61,489) 141,398 165,495 181,043 Contingently convertible trust preferred interest expense, net of tax 6,344 - 6,327 6,354 6,344 Net income (loss) for EPS purposes $ 188,528 $ (61,489) $ 147,725 $ 171,849 $ 187,387 Non GAAP Adjustments to adjust antidilutive EPS Net income available to common shareholders $ 182,184 $ (61,489) $ 141,398 $ 165,495 $ 181,043 Trust IV expense, net of tax 6,344 6,335 6,327 6,354 6,344 Antidilutive net income/(loss) for operating EPS calculation $ 188,528 $ (55,154) $ 147,725 $ 171,849 $ 187,387 Reconciliation to Operating earnings EPS Net income (loss) for operating earnings EPS purposes $ 188,528 $ (55,154) $ 147,725 $ 171,849 $ 187,387 Merger related and integration costs 18,463 4,067 (1,819) - (2,094) Provision for loan losses- Independence - 8,125 - - - Loss on economic hedges - 7,402 - - - Loss on balance sheet restructuring - 154,884 - - - Impairment on FNMA and FHLMC preferred stock - 43,875 - 3,788 - Proxy and professional fees - - 9,319 - - Lease and contract termination charges/ Restructuring - - - - - Operating earnings for EPS purposes $ 206,991 $ 163,199 $ 155,225 $ 175,637 $ 185,293 Weighted average diluted shares for GAAP EPS 506,135 412,000 410,366 409,581 412,766 Add back of diluted shares for operating EPS not factored into GAAP diluted shares due to antidilution (1) - 33,599 - - - Adjusted weighted average diluted shares for Operating EPS 506,135 445,599 410,366 409,581 412,766 (1) Due to the GAAP net loss recorded in the second quarter of 2006, the conversion of 33.6 million of warrants and equity awards and the after-tax add back of Sovereign's contingently convertible trust preferred interest expense was excluded from Sovereign's GAAP diluted earnings per share calculation for the quarter ended June 30, 2006 since the result would have been anti-dilutive. However, for operating earning purposes these items are dilutive and as a result they have been added back for operating earnings and operating earnings per share purposes. Operating earnings for EPS purposes represents net income excluding the after-tax effects of certain items, such as significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, proxy and related professional fees, and certain other charges. The table below reconciles our GAAP earnings to operating earnings for EPS purposes. (dollars in thousands, except per share data - all amounts are after tax) Quarter Ended Per share ------------------------------------------------------------------- Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 2006 2006 2006 2005 2005 ----------- ----------- ----------- ----------- ----------- Net income (loss) as reported Dividends on preferred stock Net income available to common shareholders Contingently convertible trust preferred interest expense, net of tax Net income (loss) for EPS purposes $ 0.37 $ (0.15) $ 0.36 $ 0.42 $ 0.45 Non GAAP Adjustments to adjust antidilutive EPS Net income available to common shareholders Trust IV expense, net of tax Antidilutive net income/(loss) for operating EPS calculation Reconciliation to Operating earnings EPS Net income (loss) for operating earnings EPS purposes $ 0.37 $ (0.12) $ 0.36 $ 0.42 $ 0.45 Merger related and integration costs 0.04 0.01 (0.00) - (0.01) Provision for loan losses- Independence - 0.02 - - - Loss on economic hedges - 0.02 - - - Loss on balance sheet restructuring - 0.35 - - - Impairment on FNMA and FHLMC preferred stock - 0.10 - 0.01 - Proxy and professional fees - - 0.02 - - Lease and contract termination charges/ Restructuring - - - - - Operating earnings for EPS purposes $ 0.41 $ 0.37 $ 0.38 $ 0.43 $ 0.45 Weighted average diluted shares for GAAP EPS Add back of diluted shares for operating EPS not factored into GAAP diluted shares due to antidilution (1) Adjusted weighted average diluted shares for Operating EPS (1) Due to the GAAP net loss recorded in the second quarter of 2006, the conversion of 33.6 million of warrants and equity awards and the after-tax add back of Sovereign's contingently convertible trust preferred interest expense was excluded from Sovereign's GAAP diluted earnings per share calculation for the quarter ended June 30, 2006 since the result would have been anti-dilutive. However, for operating earning purposes these items are dilutive and as a result they have been added back for operating earnings and operating earnings per share purposes. Operating earnings for EPS purposes represents net income excluding the after-tax effects of certain items, such as significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, proxy and related professional fees, and certain other charges. The table below reconciles our GAAP earnings to operating earnings for EPS purposes. (dollars in thousands, except per share data - all amounts are after tax Year to Date ----------------------------------------------------- Total dollars Per Share ------------------------- ------------------------- Sept. 30 Sept. 30 Sept. 30 Sept. 30 2006 2005 2006 2005 ----------- ----------- ----------- ----------- Net income (loss) as reported $ 266,351 $ 510,665 Dividends on preferred stock (4,258) - Net income available to common shareholders 262,093 510,665 Contingently convertible trust preferred interest expense, net of tax 19,007 19,074 Net income (loss) for EPS purposes $ 281,100 $ 529,739 $ 0.62 $ 1.27 Non GAAP Adjustments to adjust antidilutive EPS Net income available to common shareholders $ 262,093 $ 510,665 Trust IV expense, net of tax 19,007 19,074 Antidilutive net income/(loss) for operating EPS calculation $ 281,100 $ 529,739 Reconciliation to Operating earnings EPS Net income (loss) for operating earnings EPS purposes $ 281,100 $ 529,739 $ 0.62 $ 1.27 Merger related and integration costs 20,711 8,284 0.05 0.02 Provision for loan losses- Independence 8,125 - 0.02 - Loss on economic hedges 7,402 - 0.02 - Loss on balance sheet restructuring 154,884 - 0.34 - Impairment on FNMA and FHLMC preferred stock 43,875 - 0.10 - Proxy and professional fees 9,319 - 0.02 - Lease and contract termination charges/ Restructuring - 2,589 - 0.01 Operating earnings for EPS purposes $ 525,416 $ 540,612 $ 1.16 $ 1.29 Weighted average diluted shares for GAAP EPS 454,265 418,134 Add back of diluted shares for operating EPS not factored into GAAP diluted shares due to antidilution (1) - - Adjusted weighted average diluted shares for Operating EPS 454,265 418,134 (1) Due to the GAAP net loss recorded in the second quarter of 2006, the conversion of 33.6 million of warrants and equity awards and the after-tax add back of Sovereign's contingently convertible trust preferred interest expense was excluded from Sovereign's GAAP diluted earnings per share calculation for the quarter ended June 30, 2006 since the result would have been anti-dilutive. However, for operating earning purposes these items are dilutive and as a result they have been added back for operating earnings and operating earnings per share purposes. 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 ------------------------------------------ Sept. 30 June 30 Mar. 31 2006 2006 2006 ------------ ------------ ------------ Average Equity $ 8,621,910 $ 6,698,547 $ 5,896,739 Average Goodwill (4,932,536) (3,452,687) (2,716,324) Average CDI and other intangibles (611,329) (342,279) (207,908) Average Tangible Equity 3,078,045 2,903,581 2,972,507 Operating Return on Average Equity 9.52% 9.77% 10.68% Effect of Goodwill 15.26% 11.62% 9.76% Effect of CDI and other intangibles 1.89% 1.15% 0.75% Tangible Return on Average Equity 26.68% 22.54% 21.18% Reconciliation of Equity to Tangible Equity and Operating Return on Average Equity to Tangible Returns on Average Equity Quarter Ended --------------------------- Dec. 31 Sept. 30 2005 2005 ------------ ------------ Average Equity $ 5,712,703 $ 5,694,895 Average Goodwill (2,714,150) (2,714,148) Average CDI and other intangibles (225,049) (243,149) Average Tangible Equity 2,773,504 2,737,598 Operating Return on Average Equity 12.20% 12.91% Effect of Goodwill 11.93% 12.80% Effect of CDI and other intangibles 0.99% 1.15% Tangible Return on Average Equity 25.12% 26.85% Reconciliation of Equity to Tangible Equity and Operating Return on Average Equity to Tangible Returns on Average Equity Year-to-Date --------------------------- Sept. 30 Sept. 30 2006 2005 ------------ ------------ Average Equity 7,082,455 5,660,822 Average Goodwill (3,705,413) (2,649,925) Average CDI and other intangibles (388,650) (258,320) Average Tangible Equity 2,988,392 2,752,577 Operating Return on Average Equity 9.92% 12.77% Effect of Goodwill 12.30% 12.29% Effect of CDI and other intangibles 1.29% 1.20% Tangible Return on Average Equity 23.51% 26.26% Sovereign Bancorp, Inc. and Subsidiaries SUPPLEMENTAL INFORMATION (unaudited) Purchase of Independence Community Bank Corp. ("Independence") On June 1, 2006, Sovereign completed the purchase of Independence and the results of its operations are included from the purchase date through June 30, 2006. Sovereign made a cash payment of $3.6 billion to acquire and convert all outstanding Independence common shares and outstanding equity awards at $42 per share. The preliminary purchase price was allocated to acquired assets and liabilities of Independence based on fair value as of June 1, 2006. The company is in the process of finalizing these values and as such the allocation of the purchase price is subject to revision. Assets and Liabilities Acquired from Independence: (dollars in millions) Assets Liabilities Investments $ 3,204.8 Deposits: Loans: Core $ 6,960.8 Multifamily 5,571.2 Time 4,070.1 Commercial 5,235.2 Total deposits 11,030.9 Consumer 517.2 Borrowings and other debt Residential mortgages 1,829.0 obligations 5,470.4 Total loans 13,152.6 Other liabilities 586.6 Less allowance for loan losses (97.8) Total liabilities $ 17,087.9 Total loans, net 13,054.8 Cash paid, net of cash acquired (2,713.2) Bank owned life insurance 343.3 Premises and equipment, net 167.9 Other assets 365.0 Core deposit and other intangibles 394.2 Goodwill 2,271.1 Total assets $ 17,087.9