Sovereign Bancorp, Inc. Announces First Quarter 2007 Earnings

Sovereign Bancorp, Inc. Announces First Quarter 2007 Earnings

PHILADELPHIA, April 18 /PRNewswire-FirstCall/ -- Sovereign Bancorp, Inc. ("Sovereign") (NYSE: SOV) , parent company of Sovereign Bank ("Bank"), today reported net income for the first quarter of 2007 of $48.1 million, or $.09 per diluted share as compared to $141 million, or $.36 per diluted share, for the first quarter of 2006. Net income in first quarter of 2007 included net charges related to the previously announced expense reduction initiative and balance sheet restructuring of $52.3 million after-tax or $.11 per share, as well as merger related and other one-time charges which in the aggregate was less than $.01 per share. In addition, a charge related to the correspondent home equity held for sale portfolio was recorded of $76.4 million after-tax or $.15 per share. Net income in the first quarter of 2006 included charges related to proxy and related professional fees of $9.3 million after-tax, or $.02 per share.

For the quarter ended March 31, 2007, Sovereign's operating earnings for EPS purposes were $180 million, or $.35 per diluted share, which excluded the charges mentioned above, as compared to $155 million, or $.38 per diluted share a year ago, which also excluded the above-mentioned charges. 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.

Commenting on results for the first quarter of 2007, Joseph P. Campanelli, Sovereign's President and CEO, stated, "We are on-track with respect to our cost-cutting goals, as our G&A expenses declined $25 million on a linked quarter basis. We substantially completed our balance sheet restructuring during the quarter, and despite the additional charges required, we are pleased to report reductions in wholesale assets in excess of $6 billion, and reductions of wholesale borrowings in excess of $9 billion. Credit quality remains within an expected tolerance. Our core commercial and consumer loan growth was strong during the quarter."

Net Interest Income and Margin

For the first quarter of 2007, Sovereign reported net interest income of $488 million as compared to $404 million in the first quarter of 2006. Sovereign's average loan balances, including acquisitions and loans held-for-sale, increased by $17.0 billion over last year. Reflecting the loan sales that settled during the first quarter of 2007, average loan balances decreased about $2.2 billion on a linked quarter basis to $61.2 billion. The period-end loan portfolio decreased by approximately $6.4 billion from fourth quarter levels, reflecting the sale of approximately $2.5 billion of residential mortgage loans, $1.3 billion of multi-family loans, and $3.3 billion of correspondent home equity loans that settled during the first quarter as well as planned runoff in residential mortgage loans. This decrease was partially offset by strong auto loan growth and growth in commercial loans. Sovereign's average core deposits, including acquisitions, increased $9.2 billion over last year and decreased $267 million linked quarter to $36.1 billion, driven by reductions in higher-cost categories.

Net interest margin was 2.70% for the first quarter of 2007 as compared to 2.60% in the fourth quarter of 2006 and 3.00% a year ago. The increase in net interest margin reflects the partial effects of the balance sheet restructuring, which settled throughout the first quarter of 2007, as well as additional loan prepayment fees. The yield on interest earning assets expanded 15 basis points during the quarter while total funding costs increased 6 basis points during the same period.

Non-Interest Income

Total fees and other income before security gains totaled $45.9 million for the first quarter of 2007 compared to $134 million a year ago and $149 million last quarter. Included in first quarter fee income was the aforementioned charge of $120 million related to the correspondent home equity portfolio due primarily to widening of credit spreads. Consumer and commercial banking fees increased 18% from a year ago, primarily a result of the Independence acquisition, and were down 3.6% from the fourth quarter of 2006. Fee revenues on a linked quarter basis were impacted by seasonal factors typically present in the consumer banking fees the first quarter of each year.

Mortgage banking revenues for the quarter were a loss of $107 million, compared to a loss of $7.6 million last quarter and gains of $13.0 million in the same quarter a year ago. Included in mortgage banking revenues for the quarter was an additional charge of $120 million related to the sale of correspondent home equity loans, which included the establishment of a reserve for any potential loan repurchases that may result from certain obligations under the sales agreement as well as the lower of cost or market adjustment for the loans that were not sold. Also included in mortgage banking revenues was a $6.1 million net gain related to the sale of approximately $1.3 billion of multi-family loans.

Non-Interest Expense

G&A expenses were $330 million for the first quarter of 2007, down $25 million or 7.0% from the fourth quarter of 2006 as a result of expense reduction initiatives implemented late in the fourth quarter and during the first quarter of 2007 and decreased marketing expenditures in the first quarter of 2007. G&A expenses to average assets were 1.53% for the quarter, compared to 1.56% in the fourth quarter of 2006 and 1.77% a year ago.

First Quarter Charges

Several charges are reflected in Sovereign's financial statements this quarter. These charges relate to the previously announced cost cutting and balance sheet restructuring program and the Independence acquisition. Management believes that these events are unusual in nature, and therefore has excluded these charges from its operating earnings definition in order for analysts and investors to obtain a clearer picture of Sovereign's earnings stream going forward. Because these charges impact several categories of Sovereign's income statement, the following table highlights which items management has designated as special charges, and where these charges are reflected:

                                  Pre-tax
  Income Statement Line Item  (Charge)/Benefit    Explanation

  Balance Sheet Restructuring Gain/(Loss):

  Mortgage Banking Revenue    $(120) million   Charge related to
                                               correspondent home
                                               equity loans

                                $6.1 million   Net gain on sale of $1.3
                                               billion multi-family loans

  Expense Reduction Initiative and Independence Acquisition Charges:

  Other Expense              $(43.4) million   Charges associated with the
                                               freezing of the ESOP

                             $(20.0) million   Reduction in workforce and
                                               other restructuring

                              $(2.1) million   Merger and integration
                                               charges related to
                                               Independence

  Asset Quality

Annualized net charge-offs were .16% of average loans for the first quarter, compared to .29% (excluding special charges) in the fourth quarter of 2006 and .26% a year ago. In dollars, net charge-offs were $24.1 million this quarter versus $46.4 million (excluding credit charges related to the correspondent home equity portfolio and residential mortgage loans) in the prior quarter and $28.3 million a year ago.

Non-performing loans to total loans held for investment increased 4 basis points from fourth quarter levels to .39%. Non-performing loans increased by $23.7 million from last quarter to $218 million. The allowance for credit losses to non-performing loans was 231% at March 31, 2007, as compared to 251% at December 31, 2006 and 239% at March 31, 2006.

Sovereign's provision for credit losses was $46.0 million this quarter, compared to $366 million in the fourth quarter of 2006 and $29.0 million in the first quarter of 2006. The provision for credit losses in the prior quarter included a $296 million lower of cost or market adjustment on the correspondent home equity portfolio held-for-sale.

Sovereign has limited exposure to both sub-prime and Alt-A residential mortgages. Sovereign's sub-prime mortgage exposure is approximately $320 million, or about 2% of residential mortgage loans outstanding. Sovereign's Alt-A exposure is $2.6 billion, or 18% of residential mortgage loans outstanding, down from about 25% at year-end due to the sale of residential mortgage loans during the quarter. Delinquencies in the Alt-A mortgage portfolio were 3.43% at March 31, 2007 as compared to 3.79% at year-end and 2.14% a year ago.

Capital

Sovereign's Tier 1 leverage ratio was 6.25% at March 31, 2007, up from 5.73% at year-end. Tangible equity to tangible assets, which includes preferred stock, was 4.20%. Tangible common equity to tangible assets was 3.94%. The equity to assets ratio was 10.57% at March 31, 2007. Sovereign Bank's Tier 1 leverage ratio was 6.82% and the Bank's total risk-based capital ratio was 10.48% at March 31, 2007.

On April 13, 2007, Moody's raised the ratings of Sovereign and its affiliates one notch. Sovereign's senior unsecured rating was raised to A3 from Baa1, the long-term deposits rating on Sovereign Bank was raised to A2 from A3 and the short-term deposits rating was raised to P-1 from P-2. Moody's noted that the ratings reflect Sovereign's solid market shares in its direct banking franchise in the New England and Mid-Atlantic states and a diversified loan portfolio. Upward pressure on the rating would occur if Sovereign were to demonstrate the successful integration of Independence resulting in an improved franchise and profitability and restoring its capital ratios promptly.

About Sovereign

Sovereign Bancorp, Inc., ("Sovereign") (NYSE: SOV) , is the parent company of Sovereign Bank, a financial institution with $82 billion in assets as of March 31, 2007 with principal markets in the Northeast United States. Sovereign Bank has nearly 785 community banking offices, over 2,300 ATMs and approximately 11,350 team members. 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.

Investors, analysts and other interested parties will have the opportunity to listen to a live web-cast of Sovereign's First Quarter 2007 earnings call on Thursday, April 19 beginning at 9:00 a.m. ET at http://www.sovereignbank.com/ >Investor Relations >News >Conference Calls/Webcasts; or http://phx.corporate-ir.net/phoenix.zhtml?p=irol- eventDetails&c=67999&eventID=1511632 . International parties are invited to dial into the conference call at 706-679-7706. The webcast and replay can be accessed anytime from 9:00 a.m. ET on Thursday, April 19, 2007 through 12:00 a.m. ET on July 18, 2007. 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 11:00 a.m. ET on Thursday, April 19, 2007 through 12:00 a.m. ET (midnight) on Thursday, April 26 2007 by dialing 1-800-642-1687, confirmation id #3572082.

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 2006 and 2007 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
                                    Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
                                      2007    2006    2006     2006    2006
  (dollars in millions, except per
   share data)

  Operating Data

  Net income (loss)                  $48.1  $(129.4) $184.0  $(59.1) $141.4
  Net income (loss) for EPS
   purposes                           44.4   (133.1)  188.5   (61.5)  147.7
  Operating earnings for EPS
   purposes (1)                      179.6    166.6   207.0   163.2   155.2
  Net interest income                487.9    487.0   491.8   438.8   404.0
  Provision for credit losses (6)     46.0    366.0    45.0    44.5    29.0
  Total fees and other income
   before securities transactions
   (7)                                45.9    149.4   171.9   142.0   134.3
  Net gain (loss) on investment
   securities (8)                      1.0    (36.1)   29.2  (305.0)      -
  G&A expense                        330.0    354.9   351.8   303.3   280.0
  Other expenses (9)                 116.8    134.5    75.3    58.9    44.8

  Performance Statistics

  Bancorp

  Net interest margin                2.70%    2.60%   2.64%   2.86%   3.00%
  Return on average assets           0.22%   -0.57%   0.81%  -0.32%   0.90%
  Operating return on average
   assets  (1)                       0.83%    0.73%   0.91%   0.89%   0.98%
  Return on average equity           2.23%   -5.82%   8.47%  -3.54%   9.72%
  Operating return on average
   equity  (1)                       8.34%    7.49%   9.52%   9.77%  10.68%
  Return on average tangible equity  6.01%  -15.54%  23.72%  -8.16%  19.29%
  Operating return on average
   tangible equity (1)              22.46%   20.00%  26.68%  22.54%  21.18%
  Annualized net loan charge-offs
   to average loans (10)             0.16%    2.75%   0.23%   0.23%   0.26%
  G & A expense to average assets    1.53%    1.56%   1.55%   1.66%   1.77%
  Efficiency ratio  (3)             61.83%   55.77%  53.01%  52.22%  52.01%

  Per Share Data

  Basic earnings (loss) per
   share (2)                         $0.09   $(0.28)  $0.39  $(0.15)  $0.38
  Diluted earnings (loss) per
   share (2)                          0.09    (0.28)   0.37   (0.15)   0.36
  Operating earnings per
   share (1)(2)                       0.35     0.33    0.41    0.37    0.38
  Dividend declared per share        0.080    0.080   0.080   0.080   0.060
  Common book value (4)              17.87    17.83   18.07   17.50   15.64
  Common stock price:
    High                            $26.42   $25.90  $21.60  $21.76  $21.53
    Low                              24.07    21.27   20.07   20.19   19.57
    Close                            25.44    25.39   21.51   20.31   20.87
  Weighted average common shares:
    Basic (2)                        475.1    473.4   472.4   412.0   376.9
    Diluted (2)(5)                   475.1    473.4   506.1   412.0   410.4
  End-of-period common shares:
    Basic                            475.7    473.8   472.6   471.8   359.3
    Diluted                          509.8    508.7   506.5   505.5   391.1


  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, 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.

   (5) The conversion 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 first quarter of 2007 and the second and fourth
       quarters of 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.

   (6) The fourth quarter of 2006 includes a lower of cost or market
       adjustment on the correspondent home equity portfolio held for sale
       of $296 million.

   (7) The first quarter of 2007 includes a lower of cost or market
       adjustment of $119.9 million on correspondent home equity loans that
       were not sold as of March 31, 2007.  The fourth quarter of 2006
       includes a net lower of cost or market adjustment associated with the
       residential loan portfolio held for sale of $28.2 million.

   (8) The fourth quarter of 2006 includes a loss of $43 million associated
       with the sale of $1.5 billion of CMO investments.

   (9) The first quarter of 2007 includes $43.4 million of ESOP expense
       related to freezing of the plan and $20 million of charges related to
       employee severance and charges associated with closing certain branch
       locations.  The fourth quarter of 2006 includes $78.7 million of
       severance and restructuring charges.

  (10) Charge-offs for the fourth quarter of 2006 include $389.5 million of
       charge-offs related to the lower of cost or market valuation
       adjustments recorded for correspondent home equity and residential
       loan portfolios that are held for sale as well as a $14 million
       charge-off on a large commercial loan.



  Sovereign Bancorp, Inc. and Subsidiaries
  FINANCIAL HIGHLIGHTS
  (unaudited)
                                               Quarter Ended

                                Mar. 31  Dec. 31 Sept. 30  June 30  Mar. 31
                                  2007     2006     2006     2006     2006
  (dollars in millions)

  Financial Condition Data:

  General
    Total assets                $82,194  $89,642  $90,410  $88,753  $65,060
    Loans (1)                    56,125   62,589   63,178   61,610   45,164
    Total deposits and customer
     related accounts:           52,563   52,385   52,784   52,592   38,820
      Core deposits and other
       customer related
       accounts                  37,001   36,321   36,031   36,593   27,143
      Time deposits              15,562   16,064   16,753   15,999   11,678
    Borrowings                   19,162   26,850   27,101   26,171   19,216
    Minority interests              157      156      210      209      206
    Stockholders' equity          8,695    8,644    8,734    8,451    5,900
    Goodwill                      5,006    5,005    4,990    4,930    2,715
    Core deposit and other
     intangibles                    465      498      533      633      197

  Asset Quality
    Non-performing assets (2)    $253.9   $221.6   $273.1   $259.1   $200.5
    Non-performing loans (2)      217.6    193.9    232.8    219.7    183.5
    Non-performing assets to
     total assets (2)(3)          0.31%    0.27%    0.30%    0.29%    0.31%
    Non-performing loans to
     loans (2)(3)                 0.39%    0.35%    0.37%    0.36%    0.41%
    Allowance for credit losses  $503.3   $486.3   $558.1   $551.4   $438.5
    Allowance for credit losses
      to total loans (3)          0.90%    0.88%    0.88%    0.90%    0.97%
    Allowance for credit losses
      to non-performing loans (2)  231%     251%     240%     251%     239%

  Capitalization - Bancorp (4)
    Stockholders' equity to
     total assets                10.58%    9.64%    9.66%    9.52%    9.07%
    Tier 1 leverage capital
     ratio                        6.25%    5.73%    5.82%    5.69%    6.74%
    Tangible equity to tangible
     assets                       4.20%    3.73%    3.78%    3.49%    4.81%
    Tangible common equity to
     tangible assets              3.94%    3.50%    3.55%    3.25%    4.81%

  Capitalization - Bank (4)
    Stockholders' equity to
     total assets                12.79%   11.76%   11.65%    9.70%   10.59%
    Tier 1 leverage capital
     ratio                        6.82%    6.22%    6.21%    6.28%    6.97%
    Tier 1 risk-based capital
     ratio                        7.77%    7.52%    7.67%    7.91%    8.52%
    Total risk-based capital
     ratio                       10.48%   10.07%   10.34%   10.28%   10.97%


  (1) Loans at December 31, 2006 include $7.6 billion of loans held for
      sale.

  (2) Non performing loans and assets at March 31, 2007 exclude $22.4
      million of correspondent home equity loans that were written down to
      fair value at March 31, 2007 since they were previously classified as
      held for sale at December 31, 2006.  Sovereign has reclassified these
      loans back into our loan portfolio as of March 31, 2007.  Non-
      performing loans and assets at December 31, 2006 exclude $21.5 million
      of residential non-accrual loans and $66.0 million of home equity non-
      accrual loans that are classified as held for sale.

  (3) The calculation of these ratios at March 31, 2007 excludes
      approximately $600 million of loans that have been marked down to fair
      value as of March 31, 2007.  The calculation of these ratios at
      December 31, 2006 excludes $7.6 billion of loans held for sale.

  (4) 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)


                                         Mar. 31      Dec. 31     Sept. 30
  (dollars in thousands)                   2007         2006        2006

  Assets
  Cash and amounts due from
   depository institutions             $1,669,623   $1,804,117   $1,932,603
  Investments:
      Available-for-sale               13,640,209   13,874,628   12,821,075
      Held-to-maturity                          -            -            -
      Other investments                   703,738    1,003,012    1,020,723
        Total investments              14,343,947   14,877,640   13,841,798
  Loans:
    Commercial                         29,852,212   30,472,343   29,984,325
    Consumer                           26,273,285   32,116,253   33,193,395
      Total loans (1)                  56,125,497   62,588,596   63,177,720
  Less allowance for loan losses         (487,286)    (471,030)    (544,482)
      Total loans, net                 55,638,211   62,117,566   62,633,238
  Premises and equipment, net             588,695      605,707      591,601
  Accrued interest receivable             363,013      422,901      413,018
  Goodwill                              5,006,290    5,005,185    4,989,539
  Core deposit and other intangibles      465,421      498,420      532,626
  Bank owned life insurance             1,745,145    1,725,222    1,704,955
  Other assets                          2,373,220    2,585,091    3,770,681
      Total assets                    $82,193,565  $89,641,849  $90,410,059

  Liabilities and Stockholders' Equity
  Liabilities:
  Deposits and other customer related
   accounts:
      Core and other customer related
       accounts                       $37,001,193  $36,320,674  $36,030,850
      Time deposits                    15,561,764   16,063,880   16,752,764
        Total                          52,562,957   52,384,554   52,783,614
  Borrowings and other debt
   obligations                         19,162,252   26,849,717   27,100,522
  Other liabilities                     1,616,574    1,606,794    1,582,174
      Total liabilities                73,341,783   80,841,065   81,466,310
  Minority interests                      156,896      156,385      209,972
  Stockholders' equity:
    Preferred Stock                       195,445      195,445      195,445
    Common Stock                        6,186,470    6,183,281    6,166,992
    Warrants and stock options            344,979      343,391      338,867
    Unallocated ESOP shares               (19,019)     (19,019)     (21,396)
    Treasury stock                        (22,257)     (49,028)     (57,646)
    Accumulated other comprehensive loss  (13,177)     (24,746)     (74,543)
    Retained earnings                   2,022,445    2,015,075    2,186,058
      Total stockholders' equity        8,694,886    8,644,399    8,733,777
      Total liabilities and
       stockholders' equity           $82,193,565  $89,641,849  $90,410,059


                                                June 30            Mar. 31
  (dollars in thousands)                          2006              2006

  Assets
  Cash and amounts due from depository
   institutions                               $1,714,042          $997,447
  Investments:
      Available-for-sale                      12,218,168         7,063,492
      Held-to-maturity                                 -         4,936,066
      Other investments                          933,507           670,353
        Total investments                     13,151,675        12,669,911
  Loans:
    Commercial                                28,999,921        17,250,897
    Consumer                                  32,610,190        27,913,516
        Total loans (1)                       61,610,111        45,164,413
  Less allowance for loan losses                (537,372)         (421,860)
        Total loans, net                      61,072,739        44,742,553
  Premises and equipment, net                    587,254           408,119
  Accrued interest receivable                    375,213           275,343
  Goodwill                                     4,929,586         2,715,217
  Core deposit and other intangibles             632,665           196,756
  Bank owned life insurance                    1,686,571         1,027,403
  Other assets                                 4,603,322         2,027,191
        Total assets                         $88,753,067       $65,059,940

  Liabilities and Stockholders' Equity
  Liabilities:
  Deposits and other customer related
   accounts:
     Core and other customer related
      accounts                               $36,593,254       $27,142,655
     Time deposits                            15,999,234        11,677,492
       Total                                  52,592,488        38,820,147
  Borrowings and other debt obligations       26,170,589        19,216,159
  Other liabilities                            1,329,383           917,661
     Total liabilities                        80,092,460        58,953,967
  Minority interests                             209,466           206,141
  Stockholders' equity:
    Preferred Stock                              195,445                 -
    Common Stock                               6,156,925         3,657,038
    Warrants and stock options                   337,637           335,717
    Unallocated ESOP shares                      (21,396)          (21,396)
    Treasury stock                               (65,984)         (466,328)
    Accumulated other comprehensive loss        (193,186)         (211,760)
    Retained earnings                          2,041,700         2,606,561
      Total stockholders' equity               8,451,141         5,899,832
      Total liabilities and stockholders'
       equity                                $88,753,067       $65,059,940


  (1) Loans at December 31, 2006 include $7.6 billion of loans held for
      sale.



  Sovereign Bancorp, Inc. and Subsidiaries
  CONSOLIDATED STATEMENTS OF OPERATIONS
  (unaudited)
                                           Quarter Ended
  (dollars in
   thousands, except      Mar. 31    Dec. 31   Sept. 30   June 30   Mar. 31
   per share data)          2007       2006       2006      2006      2006

  Interest and dividend
   income:
     Interest on
      interest-earning
      deposits             $6,236     $6,274     $5,408    $2,954    $2,116
     Interest on
      investment
      securities
        Available for
         sale             189,835    192,996    202,831   116,653    90,095
        Held to maturity        -          -          -    50,473    53,553
        Other              14,301     19,508     13,287    13,016     5,603
     Interest on loans  1,016,967  1,035,224  1,019,325   808,922   688,166
         Total interest
          and dividend
          income        1,227,339  1,254,002  1,240,851   992,018   839,533
  Interest expense:
      Deposits and
       related customer
       accounts           413,251    421,472    412,858   306,030   231,837
      Borrowings          326,235    345,498    336,206   247,217   203,738
          Total
           interest
           expense        739,486    766,970    749,064   553,247   435,575
          Net interest
           income         487,853    487,032    491,787   438,771   403,958
  Provision for credit
   losses (3)              46,000    365,961     45,000    44,500    29,000
          Net interest
           income after
           provision
           for credit
           losses         441,853    121,071    446,787   394,271   374,958
  Non-interest income:
      Consumer banking
       fees                68,014     73,389     74,298    67,467    60,798
      Commercial
       banking fees        49,408     48,405     47,690    43,949    39,016
      Mortgage banking
       revenue (1)       (107,205)    (7,606)    14,329     4,524    12,992
      Capital markets
       revenue              5,689      7,358      4,009     2,313     3,889
      Bank owned life
       insurance income    20,509     20,237     20,116    15,359    11,327
      Other                 9,467      7,586     11,409     8,363     6,319
        Total fees and
         other income
         before security
          gains            45,882    149,369    171,851   141,975   134,341
       Net gain/(loss)
        on securities (4)     970    (36,089)    29,154  (305,027)        -
          Total non-
           interest
           income          46,852    113,280    201,005  (163,052)  134,341
  Non-interest expense:
  General and
   administrative
       Compensation and
        benefits          173,796    176,851    182,607   149,467   143,778
       Occupancy and
        equipment          80,519     79,221     78,594    68,155    64,193
       Technology
        expense            23,336     25,680     25,128    23,114    21,566
       Outside services    15,278     19,920     17,928    16,592    14,755
       Marketing expense    8,832     15,731     14,552    14,548    10,222
       Other
        administrative
        expenses           28,235     37,496     33,009    31,417    25,465
          Total
           general and
           administrative 329,996    354,899    351,818   303,293   279,979
  Other expenses:
    Amortization of
     intangibles           33,253     34,302     34,092    24,225    17,219
    Other minority
     interest expense and
     equity method
     expense               18,415     10,974     12,850    17,033    16,034
  Loss on economic
   hedges                       -          -          -    11,387         -
  Proxy and related
   professional fees         (391)         -          -         -    14,337
  Restructuring, other
   employee severance
   and debt repurchase
   charges                 20,032     78,668          -         -         -
  ESOP expense related
   to freezing of plan     43,385          -          -         -         -
  Merger-related and
   integration charges      2,076     10,558     28,403     6,257    (2,798)
      Total other
       expenses           116,770    134,502     75,345    58,902    44,792
         Total
          non-interest
          expense         446,766    489,401    427,163   362,195   324,771
      Income/(loss)
        before income
        taxes              41,939   (255,050)   220,629  (130,976)  184,528
  Income tax expense/
   (benefit)               (6,120)  (125,610)    36,620   (71,920)   43,130
      Net income/(loss)   $48,059  $(129,440)  $184,009  $(59,056) $141,398


  (1) Mortgage banking
      activity is
      summarized below:

  (Losses)/gains on
   sale of mortgage
   loans and related
   securities,
   multifamily loans,
   and home equity
   loans (2)            $(107,064)   $(7,838)   $14,665    $3,136    $9,762
  Net gains/(loss)
   recorded under SFAS
   133                       (388)       821       (423)     (663)    1,090
  Mortgage servicing
   fees, net of
   mortgage servicing
   rights amortization        247      2,863      3,758     2,051     2,140
  Mortgage servicing
   right impairments          -       (3,452)    (3,671)      -         -
       Total mortgage
        banking
        revenues        $(107,205)   $(7,606)   $14,329    $4,524   $12,992


  (2) First quarter of 2007 results include a lower of cost or market
      adjustment of $119.9 million on correspondent home equity loans that
      were not sold as of March 31, 2007.  Fourth quarter of 2006 includes a
      $28.2 million lower of cost or market adjustment on the residential
      loans held for sale, as well as a $5.2 million gain on sale of $455
      million of multi-family loans.

  (3) The fourth quarter of 2006 includes a lower of cost or market
      adjustment on the correspondent home equity portfolio held for sale of
      $296 million as well a $14 million commercial loan charge-off.

  (4) The fourth quarter of 2006 includes a loss of $43 million associated
      with the sale of $1.5 billion of CMO investments.



  Sovereign Bancorp, Inc. and Subsidiaries
  AVERAGE BALANCE, INTEREST AND YIELD/RATE ANALYSIS
  (unaudited)

                                                Quarter Ended
                                                March 31, 2007

  (dollars in                          Average                   Yield/
  thousands)                           Balance     Interest(1)    Rate

  Earning assets:
    Investment securities            $15,175,372     $230,601     6.09%
    Loans:
      Commercial                      24,599,792      438,157     7.21%
      Multi-Family                     5,890,879       98,783     6.72%
      Consumer:
          Residential mortgages       15,592,954      223,023     5.72%
          Home equity loans and
           lines of credit             9,497,940      165,351     7.04%
        Total consumer loans
         secured by real estate       25,090,894      388,374     6.22%
        Auto Loans                     5,186,143       86,142     6.74%
        Other                            422,161        8,821     8.47%
      Total Consumer                  30,699,198      483,337     6.34%
    Total loans                       61,189,869    1,020,277     6.72%
      Allowance for loan losses         (474,518)
  Total earning assets                75,890,723   $1,250,878     6.64%
  Other assets                        11,724,949
      Total assets                   $87,615,672

  Funding liabilities:
    Deposits and other customer
     related accounts:
          NOW accounts                $5,994,720      $16,439     1.11%
          NOW accounts- government
           & wholesale                 4,876,155       61,329     5.10%
          Customer repurchase
           agreements                  1,486,310       16,639     4.54%
          Savings accounts             4,572,309        7,179     0.64%
          Money market accounts        9,150,410       74,261     3.29%
          Money market accounts-
           wholesale                   3,642,754       49,656     5.53%
        Core and other customer
         related accounts             29,722,658      225,503     3.08%
        Time deposits                 15,747,878      187,748     4.84%
    Total deposits and other customer
     related accounts                 45,470,536      413,251     3.69%
    Borrowings:
          Wholesale borrowings        19,842,592      249,264     5.07%
          Other borrowings             5,412,697       76,971     5.71%
    Total borrowings                  25,255,289      326,235     5.21%
  Total funding liabilities           70,725,825      739,486     4.23%
  Non-interest bearing DDA             6,335,301
  Other liabilities                    1,819,565
      Total liabilities               78,880,691
  Stockholders' equity                 8,734,981
      Total liabilities and
       stockholders' equity          $87,615,672
  Net interest income                                $511,392
  Interest rate spread                                            2.41%
  Contribution from interest free funds                           0.29%
  Net interest margin                                             2.70%


                                                  Quarter Ended
                                                December 31, 2006

  (dollars in                            Average                   Yield/
  thousands)                             Balance     Interest(1)    Rate

  Earning assets:
    Investment securities              $15,546,680     $239,227     6.15%
    Loans:
      Commercial                        24,196,553      437,496     7.18%
      Multi-Family                       6,103,412       97,708     6.39%
      Consumer:
          Residential mortgages         17,897,922      252,415     5.64%
          Home equity loans and
           lines of credit              10,145,548      166,656     6.53%
        Total consumer loans secured
         by real estate                 28,043,470      419,071     5.96%
        Auto Loans                       4,628,603       74,578     6.39%
        Other                              427,026        9,375     8.71%
      Total Consumer                    33,099,099      503,024     6.06%
    Total loans                         63,399,064    1,038,228     6.52%
      Allowance for loan losses           (544,425)
  Total earning assets                  78,401,319   $1,277,455     6.49%
  Other assets                          11,743,219
      Total assets                     $90,144,538

  Funding liabilities:
    Deposits and other customer related
     accounts:
          NOW accounts                  $6,125,347      $17,703     1.15%
          NOW accounts- government
           & wholesale                   4,660,198       60,073     5.11%
          Customer repurchase
           agreements                    1,499,900       17,953     4.75%
          Savings accounts               4,755,332        7,722     0.64%
          Money market accounts          8,688,901       66,816     3.05%
          Money market accounts-
           wholesale                     3,999,190       55,546     5.51%
        Core and other customer related
         accounts                       29,728,868      225,813     3.01%
        Time deposits                   16,469,164      195,659     4.71%
    Total deposits and other customer
     related accounts                   46,198,032      421,472     3.62%
    Borrowings:
          Wholesale borrowings          21,523,167      267,556     4.95%
          Other borrowings               5,389,251       77,942     5.76%
    Total borrowings                    26,912,418      345,498     5.12%
  Total funding liabilities             73,110,450      766,970     4.17%
  Non-interest bearing DDA               6,596,008
  Other liabilities                      1,621,142
      Total liabilities                 81,327,600
  Stockholders' equity                   8,816,938
      Total liabilities and
       stockholders' equity            $90,144,538
  Net interest income                                  $510,485
  Interest rate spread                                              2.32%
  Contribution from interest free funds                             0.28%
  Net interest margin                                               2.60%



                                                    Quarter Ended
                                                    March 31, 2006

  (dollars in                             Average                   Yield/
  thousands)                              Balance     Interest(1)    Rate

  Earning assets:
    Investment securities               $12,715,041    $168,049      5.29%
    Loans:
      Commercial                         16,884,583     290,843      6.98%
      Multi-Family                                -           -      0.00%
      Consumer:
          Residential mortgages          12,777,623     176,652      5.53%
          Home equity loans and
           lines of credit                9,673,570     151,660      6.32%
          Total consumer loans secured
           by real estate                22,451,193     328,312      5.87%
        Auto Loans                        4,409,850      61,383      5.65%
        Other                               476,946       9,185      7.81%
      Total Consumer                     27,337,989     398,880      5.87%
    Total loans                          44,222,572     689,723      6.29%
      Allowance for loan losses            (419,386)
  Total earning assets                   56,518,227    $857,772      6.11%
  Other assets                            7,521,366
      Total assets                      $64,039,593

  Funding liabilities:
    Deposits and other customer related
     accounts:
          NOW accounts                   $4,848,755      $6,737      0.56%
          NOW accounts- government
           & wholesale                    4,275,759      47,772      4.53%
          Customer repurchase agreements  1,025,807       9,898      3.91%
          Savings accounts                3,411,827       6,388      0.76%
          Money market accounts           7,542,671      40,567      2.18%
          Money market accounts-
           wholesale                        648,202       7,501      4.69%
        Core and other customer related
         accounts                        21,753,021     118,863      2.22%
        Time deposits                    11,597,261     112,974      3.95%
    Total deposits and other customer
     related accounts                    33,350,282     231,837      2.82%
    Borrowings:
          Wholesale borrowings           14,164,905     149,718      4.27%
          Other borrowings                4,415,349      54,020      4.91%
    Total borrowings                     18,580,254     203,738      4.43%
  Total funding liabilities              51,930,536     435,575      3.39%
  Non-interest bearing DDA                5,086,989
  Other liabilities                       1,125,329
      Total liabilities                  58,142,854
  Stockholders' equity                    5,896,739
      Total liabilities and
       stockholders' equity             $64,039,593
  Net interest income                                  $422,197
  Interest rate spread                                               2.72%
  Contribution from interest free funds                              0.28%
  Net interest margin                                                3.00%

   (1) Tax equivalent basis



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

  NON-PERFORMING ASSETS
                            Mar. 31   Dec. 31   Sept. 30  June 30   Mar. 31
  (dollars in thousands)      2007      2006      2006      2006      2006
  Non-accrual loans:
    Consumer:
      Residential mortgages $38,396   $33,682   $35,365   $34,812   $31,874
      Home equity loans and
       lines of credit       12,131    10,312    62,002    63,632    61,078
      Auto loans                416       191       327       388       363
      Other consumer loans    1,504     2,764     1,384     2,524     1,920
    Total consumer loans     52,447    46,949    99,078   101,356    95,235
      Commercial real
       estate                87,896    77,196    64,138    48,494    31,531
      Commercial and
       industrial and other  76,669    69,207    68,995    69,264    56,035
    Total non-accrual loans 217,012   193,352   232,211   219,114   182,801
      Restructured loans        552       557       570       576       692
  Total non-performing
   loans (1)                217,564   193,909   232,781   219,690   183,493
    Real estate owned, net   29,655    22,562    34,775    35,899    13,622
    Other repossessed assets  6,722     5,126     5,500     3,487     3,352
  Total non-performing
   assets (1)              $253,941  $221,597  $273,056  $259,076  $200,467

  Non-performing loans as
   a percentage of
   loans (1)(2)               0.39%     0.35%     0.37%     0.36%     0.41%
  Non-performing assets as
   a percentage of total
   assets (1)(2)              0.31%     0.27%     0.30%     0.29%     0.31%
  Non-performing assets as
   a percentage of total
   loans, real estate
   owned and repossessed
   assets (1)(2)              0.45%     0.40%     0.43%     0.42%     0.44%
  Allowance for credit
   losses as a percentage
   of non-performing
   loans(1)                    231%      251%      240%      251%      239%


  NET LOAN CHARGE-OFFS

  Quarters ended               Mar. 31   Dec. 31  Sept. 30  June 30  Mar. 31
  (in thousands)                 2007      2006     2006     2006     2006

      Commercial real estate    $5,782     $(282)  $1,188   $3,938    $(744)
      Commercial and
       industrial and other (3)  6,089    18,651    6,402    4,718    8,948
  Total commercial              11,871    18,369    7,590    8,656    8,204
      Residential mortgages (4)    564     8,028      422      156      159
      Home equity loans and
       lines of credit (5)       1,523   399,609   19,909   15,032   10,654
    Total consumer loans secured
     by real estate              2,087   407,637   20,331   15,188   10,813
      Auto loans                10,115     9,574    7,271    5,678    7,995
      Other consumer loans          17       453      135      (97)   1,286
  Total consumer                12,219   417,664   27,737   20,769   20,094

  Total loan charge-offs       $24,090  $436,033  $35,327  $29,425  $28,298


  COMPONENTS OF THE PROVISION OF CREDIT  LOSSES AND ALLOWANCE FOR CREDIT
  LOSSES

  Quarters ended            Mar. 31   Dec. 31   Sept. 30   June 30  Mar. 31
  (in thousands)              2007      2006       2006      2006     2006

  Provision for loan
   losses (6)               $45,239  $364,309    $45,437   $47,113  $30,559
  Provision/(recoveries)
   for unfunded commitments     761     1,652       (437)   (2,613)  (1,559)
  Total provision for
   credit losses            $46,000  $365,961    $45,000   $44,500  $29,000

  Allowance for loan
   losses                  $487,286  $471,030   $544,482  $537,372 $421,860
  Reserve for unfunded
   commitments               16,016    15,255     13,603    14,040   16,653
  Total allowance for
   credit losses           $503,302  $486,285   $558,085  $551,412 $438,513

   (1) Non-performing loans and non-performing assets exclude $22.4 million
       of non-accrual loans at March 31, 2007 related to $578 million of
       correspondent home equity loans that had been previously classified
       as held for sale.  Credit losses related to these loans were
       considered in our lower of cost or market adjustment at March 31,
       2007.  Non-performing loans and non-performing assets at December 31,
       2006 exclude $21.5 million of residential non-accrual loans and $66.0
       million of home equity non-accrual loans that are classified as held
       for sale.

   (2) The calculation of these ratios at March 31, 2007 excludes
       approximately $600 million of loans that have been marked down to
       fair value as of March 31, 2007.  The calculation of these ratios at
       December 31, 2006 excludes $7.6 billion of loans held for sale.

   (3) The fourth quarter of 2006 includes a $14 million commercial loan
       charge-off.

   (4) Fourth quarter of 2006 includes a $7 million charge-off related to
       the lower of cost or market adjustment on the residential loans held
       for sale.

   (5) The fourth quarter of 2006 includes $382.5 million of charge-offs
       related to the lower of cost or market adjustment on the
       correspondent home equity portfolio held for sale.

   (6) The fourth quarter of 2006 includes a lower of cost or market
       adjustment on the correspondent home equity portfolio held for sale
       of $296 million.



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

  DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - End of period

  Quarters ended     Mar. 31    Dec. 31     Sept. 30    June 30     Mar. 31
   (in thousands)     2007        2006        2006        2006       2006

    Demand
     deposit
     accounts     $6,420,046  $6,577,583  $6,687,150  $6,821,660  $5,165,140
    NOW accounts   6,159,701   6,333,667   6,347,484   6,306,173   4,940,276
    NOW accounts-
     government &
     wholesale     5,856,899   4,293,056   4,170,334   4,749,015   4,169,729
    Customer
     repurchase
     agreements    1,462,288   1,487,251   1,457,129   1,205,345   1,086,010
    Savings
     accounts      4,558,367   4,637,346   4,919,190   5,189,459   3,397,183
    Money market
     accounts      9,452,904   8,875,354   8,380,908   9,185,266   7,561,492
    Money market
     accounts-
     government &
     wholesale     3,090,988   4,116,417   4,068,655   3,136,336     822,825
    Time deposits 15,561,764  16,063,880  16,752,764  15,999,234  11,677,492
  Total deposits
   and other
   customer
   related
   accounts      $52,562,957 $52,384,554 $52,783,614 $52,592,488 $38,820,147


  LOAN COMPOSITION - End of period

  Quarters ended    Mar. 31     Dec. 31    Sept. 30    June 30     Mar. 31
   (in thousands)     2007        2006       2006        2006        2006

    Commercial
     real estate $11,584,728 $11,514,983 $11,401,902 $10,817,068  $7,128,116
    Commercial
     industrial
     loans        12,908,765  12,654,746  11,212,315  10,722,844   8,994,845
    Multi-family   4,806,028   5,768,451   5,970,795   6,134,167           -
    Other            552,691     534,164   1,399,313   1,325,842   1,127,936
  Total
   commercial
   loans          29,852,212  30,472,344  29,984,325  28,999,921  17,250,897
    Residential
     mortgages    14,403,371  17,404,730  17,817,283  17,236,025  13,161,773
    Home equity
     loans and
     lines of
     credit        5,932,136   9,443,560  10,506,607  10,515,700   9,892,235
  Total consumer
   loans secured
   by real
   estate         20,335,507  26,848,290  28,323,890  27,751,725  23,054,008
    Auto loans     5,526,953   4,848,204   4,431,891   4,399,047   4,400,980
    Other
     consumer
     loans           410,825     419,758     437,614     459,418     458,528
  Total consumer
   loans          26,273,285  32,116,252  33,193,395  32,610,190  27,913,516

  Total loans    $56,125,497 $62,588,596 $63,177,720 $61,610,111 $45,164,413


  DEPOSIT AND OTHER CUSTOMER RELATED ACCOUNT COMPOSITION - Average

  Quarters ended    Mar. 31     Dec. 31    Sept. 30     June 30    Mar. 31
   (in thousands)     2007        2006       2006         2006       2006

    Demand
     deposit
     accounts     $6,335,301  $6,596,008  $6,707,400  $5,662,902  $5,086,989
    NOW accounts   5,994,720   6,125,347   6,085,520   5,245,597   4,848,755
    NOW accounts-
     government &
     wholesale     4,876,155   4,660,198   4,769,445   5,100,516   4,275,759
    Customer
     repurchase
     agreements    1,486,310   1,499,900   1,273,055   1,114,934   1,025,807
    Savings
     accounts      4,572,309   4,755,332   5,013,163   3,956,176   3,411,827
    Money market
     accounts      9,150,410   8,688,901   9,050,048   8,082,178   7,542,671
    Money market
     accounts-
     government &
     wholesale     3,642,754   3,999,190   4,017,420   1,516,528     648,202
    Time deposits 15,747,878  16,469,164  16,504,794  13,193,359  11,597,261
  Total deposits
   and other
   customer
   related
   accounts      $51,805,837 $52,794,040 $53,420,845 $43,872,190 $38,437,271


  LOAN COMPOSITION - Average

  Quarters ended    Mar. 31    Dec. 31    Sept. 30     June 30    Mar. 31
   (in thousands)     2007       2006        2006        2006       2006

    Commercial
     real
     estate      $11,513,005 $11,421,431 $10,869,370  $8,358,231  $7,193,994
    Commercial
     industrial
     loans        11,566,055  11,347,975  10,805,007   9,564,869   8,603,198
    Multi-family   5,890,879   6,103,412   6,184,739   1,992,727           -
    Other          1,520,732   1,427,147   1,359,632   1,189,303   1,087,391
  Total commercial
   loans          30,490,671  30,299,965  29,218,748  21,105,130  16,884,583
    Residential
     mortgages    15,592,954  17,897,922  17,860,553  14,467,374  12,777,623
    Home equity
     loans and
     lines of
     credit        9,497,940  10,145,548  10,519,717  10,129,080   9,673,570
  Total consumer
   loans secured
   by real
   estate         25,090,894  28,043,470  28,380,270  24,596,454  22,451,193
    Auto loans     5,186,143   4,628,603   4,394,903   4,396,659   4,409,850
    Other
     consumer
     loans           422,161     427,026     451,333     453,383     476,946
  Total consumer
   loans          30,699,198  33,099,099  33,226,506  29,446,496  27,337,989
  Total loans    $61,189,869 $63,399,064 $62,445,254 $50,551,626 $44,222,572



  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, 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                         Quarter Ended
  after tax)
                                           Total dollars

                           Mar. 31    Dec. 31  Sept. 30   June 30   Mar. 31
                             2007      2006       2006      2006      2006

  Net income/ (loss) as
   reported                $48,059  $(129,440) $184,009  $(59,056) $141,398
  Dividends on preferred
   stock                    (3,650)    (3,650)   (1,825)   (2,433)        -
  Net income available to
   common shareholders      44,409   (133,090)  182,184   (61,489)  141,398
  Contingently convertible
   trust preferred interest
   expense, net of tax           -          -     6,344         -     6,327
  Net income/ (loss) for
   EPS purposes            $44,409  $(133,090) $188,528  $(61,489) $147,725


  Non GAAP adjustments to
   adjust antidilutive EPS

  Net income available to
   common shareholders     $44,409  $(133,090)           $(61,489)
  Trust IV expense, net
   of tax                    6,412      6,354               6,335
  Antidilutive net
   income/ (loss) for
   operating EPS
   calculation             $50,821  $(126,736)           $(55,154)


  Reconciliation to
   Operating earnings EPS

  Net income/ (loss) for
   Operating earnings
   EPS purposes            $50,821  $(126,736) $188,528  $(55,154) $147,725
    Merger related and
     integration costs       1,323      6,863    18,463     4,067    (1,819)
    Provision for loan losses    -    192,374         -     8,125         -
    Loss on economic hedges      -          -         -     7,402         -
    Loss on investment
     restructuring               -     27,961         -   154,884         -
    Loss on mortgage
     banking loan sale
     restructuring               -     14,954         -         -         -
    Loss on restructuring,
     other employee
     severance and debt
     repurchase charges     12,771     51,134         -         -         -
    ESOP expense related to
     freezing of plan       43,385          -         -         -         -
    Hedge loss on sale of
     multifamily loans      (3,860)         -         -         -         -
    Impairment on FNMA and
     FHLMC preferred stock       -          -         -    43,875         -
    Gain on redemption of
     FNMA and FHLMC
     preferred stock          (953)         -         -         -         -
    Writedown on
     correspondent home
     equity loans           76,394          -         -         -         -
    Proxy and related
     professional fees        (249)         -         -         -     9,319
  Operating earnings for
   EPS purposes           $179,632   $166,550  $206,991  $163,199  $155,225


  Weighted average
   diluted shares for
   GAAP EPS                475,115    473,404   506,135   412,000   410,366
  Add back of diluted
   shares for operating
   EPS not factored into
   GAAP diluted shares
   due to antidilution
   (1)                      34,353     34,583         -    33,599         -
  Adjusted weighted
   average diluted shares
   for Operating EPS       509,468    507,987   506,135   445,599   410,366

   (1) The conversion 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 first quarter of 2007 and the second and fourth
       quarters of 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 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, 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                         Quarter Ended
  after tax)
                                            Per share

                           Mar. 31    Dec. 31   Sept. 30  June 30   Mar. 31
                             2007      2006       2006      2006      2006

  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             $0.09     $(0.28)    $0.37    $(0.15)    $0.36


  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             $0.10     $(0.25)    $0.37    $(0.12)    $0.36
    Merger related and
     integration costs       0.00       0.01      0.04      0.01     (0.00)
    Provision for loan losses   -       0.38         -      0.02         -
    Loss on economic hedges     -          -         -      0.02         -
    Loss on investment
     restructuring              -       0.06         -      0.34         -
    Loss on mortgage banking
     loan sale restructuring    -       0.03         -         -         -
    Loss on restructuring,
     other employee severance
     and debt repurchase
     charges                 0.02       0.10         -         -         -
    ESOP expense related to
     freezing of plan        0.09          -         -         -         -
    Hedge loss on sale of
     multifamily loans      (0.01)         -         -         -         -
    Impairment on FNMA and
     FHLMC preferred stock      -          -         -      0.10         -
    Gain on redemption of
     FNMA and FHLMC
     preferred stock        (0.00)         -         -         -         -
    Writedown on
     correspondent home
     equity loans            0.15          -         -         -         -
    Proxy and related
     professional fees      (0.00)         -         -         -      0.02
  Operating earnings for
   EPS purposes             $0.35      $0.33     $0.41     $0.37     $0.38


   (1) The conversion 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 first quarter of 2007 and the second and fourth
       quarters of 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

  (dollars in      Mar. 31     Dec. 31     Sept. 30    June 30    Mar. 31
  thousands)         2007        2006        2006        2006       2006

  Average
   Equity        $8,734,981  $8,816,938  $8,621,910  $6,698,547  $5,896,739
  Average
   Goodwill      (5,005,119) (4,992,610) (4,932,536) (3,452,687) (2,716,324)
  Average CDI
   and other
   intangibles     (486,214)   (519,891)   (611,329)   (342,279)   (207,908)
  Average
   Tangible
   Equity        $3,243,648  $3,304,437  $3,078,045  $2,903,581  $2,972,507


  Operating
   Return on
   Average
   Equity             8.34%       7.49%       9.52%       9.77%      10.68%
    Effect of
     Goodwill        12.87%      11.32%      15.26%      11.62%       9.76%
    Effect of
     CDI and other
     intangibles      1.25%       1.18%       1.89%       1.15%       0.75%
  Tangible Return on
   Average Equity    22.46%      20.00%      26.68%      22.54%      21.18%
Website: http://www.sovereignbank.com/



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