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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

     
x
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarter ended June 30, 2004

OR

     
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from                     to           .

Commission File Number: 001-16581

SOVEREIGN BANCORP, INC.


(Exact name of Registrant as specified in its charter)
     
Pennsylvania
  23-2453088
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1500 Market Street, Philadelphia, Pennsylvania   19102
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number: (215) 557-4630

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [  ].

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes [X]. No [  ].

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class
  Outstanding at July 30, 2004
Common Stock (no par value)   343,258,566 shares

 


Table of Contents

FORWARD LOOKING STATEMENTS

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

     The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of Sovereign Bancorp, Inc. (“Sovereign”). Sovereign may from time to time make forward-looking statements in Sovereign’s filings with the Securities and Exchange Commission (including this Quarterly Report on Form 10-Q and the Exhibits hereto), in its reports to shareholders (including its 2003 Annual Report) and in other communications by Sovereign, which are made in good faith by Sovereign, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Some of the disclosure communications by Sovereign, including any statements preceded by, followed by or which include the words “may,” “could,” “should,” “pro forma,” “looking forward,” “will,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “strive,” “hopefully,” “try,” “assume” or similar expressions constitute forward-looking statements.

     These forward-looking statements include statements with respect to Sovereign’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of Sovereign, including statements relating to:

    growth in net income, shareholder value and internal tangible equity generation;

    growth in earnings per share;

    return on equity;

    return on assets;

    efficiency ratio;

    Tier 1 leverage ratio;

    annualized net charge-offs and other asset quality measures;

    fee income as a percentage of total revenue;

    ratio of tangible equity to assets or other capital adequacy measures;

    book value and tangible book value per share; and

    loan and deposit portfolio compositions, employee retention, deposit retention, asset quality and reserve adequacy.

     These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements. Although Sovereign believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve risks and uncertainties which are subject to change based on various important factors (some of which are beyond Sovereign’s control). The following factors, among others, could cause Sovereign’s financial performance to differ materially from its goals, plans, objectives, intentions, expectations, forecasts and projections (and the underlying assumptions) expressed in the forward-looking statements:

    the strength of the United States economy in general and the strength of the regional and local economies in which Sovereign conducts operations;

 


Table of Contents

FORWARD LOOKING STATEMENTS
(continued)

    the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

    inflation, interest rate, market and monetary fluctuations;

    Sovereign’s ability to successfully integrate any assets, liabilities, customers, systems and management personnel Sovereign acquires into its operations and its ability to realize related revenue synergies and cost savings within expected time frames;

    the possibility that expected merger-related charges are materially greater than forecasted or that final purchase price allocations based on fair value of the acquired assets and liabilities at acquisition date and related adjustments to yield and/or amortization of the acquired assets and liabilities are materially different from those forecasted;

    deposit attrition, customer loss, revenue loss and business disruption following Sovereign’s acquisitions, including adverse effects on relationships with employees may be greater than expected;

    anticipated acquisitions may not close on the expected closing date or it may not close;

    the conditions to closing anticipated acquisitions, including stockholder and regulatory approvals, may not be satisfied;

    Sovereign’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers;

    the willingness of customers to substitute competitors’ products and services and vice versa;

    the ability of Sovereign and its third party vendors to convert and maintain Sovereign’s data processing and related systems on a timely and acceptable basis and within projected cost estimates;

    the impact of changes in financial services policies, laws and regulations, including laws, regulations, policies and practices concerning taxes, banking, capital, liquidity, proper accounting treatment, securities and insurance, and the application thereof by regulatory bodies and the impact of changes in and interpretation of generally accepted accounting principles;

    technological changes;

    competitors of Sovereign may have greater financial resources and develop products and technology that enable those competitors to compete more successfully than Sovereign;

    changes in consumer spending and savings habits;

    terrorist attacks in the United States or upon United States interests abroad, or armed conflicts relating to these attacks;

 


FORWARD LOOKING STATEMENTS
(continued)

    armed conflicts involving the United States military;

    regulatory or judicial proceedings;

    changes in asset quality; and

    Sovereign’s success in managing the risks involved in the foregoing.

     If one or more of the factors affecting Sovereign’s forward-looking information and statements proves incorrect, then its actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements. Therefore, Sovereign cautions you not to place undue reliance on any forward-looking information and statements. The effects of these factors are difficult to predict. New factors emerge from time to time and we cannot assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward looking statement. Any forward looking statements only speak as of the date of this document.

     Sovereign does not intend to update any forward-looking information and statements, whether written or oral, to reflect any change. All forward-looking statements attributable to Sovereign are expressly qualified by these cautionary statements.

INDEX

         
    Page
PART I. FINANCIAL INFORMATION
       
Item 1. Financial Statements
       
    5  
    6  
    8  
    9  
    10–23  
    24–45  
    45  
    45  
       
    46  
    47  
    49  
    50  
CERTIFICATION CEO, SECTION 302
       
CERTIFICATION CFO, SECTION 302
       
CERTIFICATION CEO, SECTION 906
       
CERTIFICATION CFO, SECTION 906
       
 CHIEF EXECUTIVE OFFICER CERTIFICATION
 CHIEF FINANCIAL OFFICER CERTIFICATION
 CEO CERTIFICATION PURSUANT TO SECTION 906
 CFO CERTIFICATION PURSUANT TO SECTION 906

-4-


Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)
                 
    June 30,   December 31,
    2004
  2003
    (in thousands, except share data)
ASSETS
               
Cash and amounts due from depository institutions
  $ 1,026,719     $ 950,302  
Investment securities:
               
Available-for-sale
    10,493,897       10,102,619  
Held-to-maturity
    4,007,041       2,516,352  
Loans (including loans held for sale of $180,611 and $137,154 at June 30, 2004 and December 31, 2003, respectively)
    29,129,868       26,148,659  
Allowance for loan losses
    (352,637 )     (327,894 )
 
   
 
     
 
 
Net loans
    28,777,231       25,820,765  
 
   
 
     
 
 
Premises and equipment
    286,682       273,278  
Accrued interest receivable
    196,347       190,714  
Goodwill
    1,289,340       1,027,292  
Core deposit intangibles, net
    249,169       268,759  
Bank owned life insurance
    851,155       801,535  
Other assets
    1,509,296       1,553,713  
 
   
 
     
 
 
TOTAL ASSETS
  $ 48,686,877     $ 43,505,329  
 
   
 
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Deposits and other customer accounts
  $ 29,000,620     $ 27,344,008  
Borrowings and other debt obligations
    15,157,017       12,197,603  
Advance payments by borrowers for taxes and insurance
    22,150       17,966  
Other liabilities
    488,981       483,210  
 
   
 
     
 
 
TOTAL LIABILITIES
    44,668,768       40,042,787  
 
   
 
     
 
 
Minority interests
    202,919       202,136  
 
   
 
     
 
 
STOCKHOLDERS’ EQUITY
               
Common stock; no par value; 800,000,000 shares authorized; 311,586,929 shares issued at June 30, 2004 and 400,000,000 shares authorized and 298,111,799 shares issued at December 31, 2003
    2,105,312       1,892,126  
Warrants and employee stock options issued
    306,594       13,944  
Unallocated common stock held by the Employee Stock Ownership Plan at cost; 3,550,268 shares at June 30, 2004 and 3,550,268 shares at December 31, 2003
    (26,078 )     (26,078 )
Treasury stock at cost; 1,221,902 shares at June 30, 2004 and 1,450,668 shares at December 31, 2003
    (20,242 )     (21,927 )
Accumulated other comprehensive loss
    (222,499 )     (52,924 )
Retained earnings
    1,672,103       1,455,265  
 
   
 
     
 
 
TOTAL STOCKHOLDERS’ EQUITY
    3,815,190       3,260,406  
 
   
 
     
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 48,686,877     $ 43,505,329  
 
   
 
     
 
 

See accompanying notes to consolidated financial statements.

-5-


Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                                 
    Three-Month Period   Six-Month Period
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
            (in thousands, except        
            per share data)        
INTEREST INCOME:
                               
Interest-earning deposits
  $ 980     $ 542     $ 1,508     $ 1,217  
Investment securities:
                               
Available-for-sale
    136,497       149,468       273,723       307,699  
Held-to-maturity
    31,879       7,580       60,698       16,023  
Interest on loans
    345,288       332,123       678,478       665,738  
 
   
 
     
 
     
 
     
 
 
TOTAL INTEREST INCOME
    514,644       489,713       1,014,407       990,677  
 
   
 
     
 
     
 
     
 
 
INTEREST EXPENSE:
                               
Deposits and customer accounts
    63,142       84,903       128,154       178,554  
Borrowings and other debt obligations
    119,463       97,993       231,398       202,266  
 
   
 
     
 
     
 
     
 
 
TOTAL INTEREST EXPENSE
    182,605       182,896       359,552       380,820  
 
   
 
     
 
     
 
     
 
 
NET INTEREST INCOME
    332,039       306,817       654,855       609,857  
Provision for loan losses
    32,000       42,000       75,000       85,357  
 
   
 
     
 
     
 
     
 
 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
    300,039       264,817       579,855       524,500  
 
   
 
     
 
     
 
     
 
 
NON-INTEREST INCOME:
                               
Consumer banking fees
    58,072       53,285       112,057       101,510  
Commercial banking fees
    30,552       26,787       59,237       52,010  
Mortgage banking revenues
    16,436       8,827       21,863       16,835  
Capital markets revenue
    5,099       9,062       9,986       16,811  
Bank owned life insurance
    9,588       10,116       19,214       20,448  
Miscellaneous income
    4,499       3,843       10,943       7,234  
 
   
 
     
 
     
 
     
 
 
TOTAL FEES AND OTHER INCOME
    124,246       111,920       233,300       214,848  
Gain on investment securities and related derivatives transactions, net
    829       19,446       18,710       36,977  
 
   
 
     
 
     
 
     
 
 
TOTAL NON-INTEREST INCOME
    125,075       131,366       252,010       251,825  
 
   
 
     
 
     
 
     
 
 
GENERAL AND ADMINISTRATIVE EXPENSES:
                               
Compensation and benefits
    105,224       99,466       209,304       192,648  
Occupancy and equipment expenses
    52,097       51,144       106,476       104,486  
Technology expense
    19,333       17,296       36,938       35,235  
Outside services
    12,746       13,623       25,082       27,096  
Marketing expense
    10,751       10,895       21,451       21,221  
Other administrative expenses
    24,433       22,862       48,479       43,229  
 
   
 
     
 
     
 
     
 
 
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
    224,584       215,286       447,730       423,915  
 
   
 
     
 
     
 
     
 
 

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Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(continued)

                                 
    Three-Month Period   Six-Month Period
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
    (in thousands, except
    per share data)
OTHER EXPENSES:
                               
Amortization of core deposit intangibles
  $ 17,576     $ 18,671     $ 35,129     $ 37,766  
Trust Preferred Securities and other minority interest expense
    5,438       15,898       10,874       31,941  
Merger-related and integration charges
                23,587        
Equity method investments
    7,327       2,044       9,339       4,372  
(Gain)/ loss on debt extinguishment
    (2,285 )           (2,285 )     28,981  
 
   
 
     
 
     
 
     
 
 
TOTAL OTHER EXPENSES
    28,056       36,613       76,644       103,060  
 
   
 
     
 
     
 
     
 
 
INCOME BEFORE INCOME TAXES
    172,474       144,284       307,491       249,350  
Income tax provision
    41,120       40,110       73,910       69,320  
 
   
 
     
 
     
 
     
 
 
NET INCOME
  $ 131,354     $ 104,174     $ 233,581     $ 180,030  
 
   
 
     
 
     
 
     
 
 
EARNING PER SHARE:
                               
Basic
  $ 0.43     $ 0.40     $ 0.77     $ 0.69  
 
   
 
     
 
     
 
     
 
 
Diluted
  $ 0.42     $ 0.37     $ 0.76     $ 0.64  
 
   
 
     
 
     
 
     
 
 
DIVIDENDS DECLARED PER COMMON SHARE
  $ .030     $ .025     $ .055     $ .050  
 
   
 
     
 
     
 
     
 
 

See accompanying notes to consolidated financial statements.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2004
(unaudited)
(in thousands)
                                                                 
                            Unallocated                        
    Common                   Common           Accumulated           Total
    Shares           Warrants   Stock           Other           Stock-
    Out-   Common   & Stock   Held by   Treasury   Comprehensive   Retained   holders’
    standing
  Stock
  Options
  ESOP
  Stock
  Income/(Loss)
  Earnings
  Equity
Balance, December 31, 2003
    293,111     $ 1,892,126     $ 13,944     $ (26,078 )   $ (21,927 )   $ (52,924 )   $ 1,455,265     $ 3,260,406  
 
                                                           
 
 
Comprehensive income:
                                                               
Net income
                                        233,581       233,581  
Change in unrealized gain/loss, net of tax:
                                                               
Investment securities available for sale
                                  (185,979 )           (185,979 )
Cash flow hedge derivative financial instruments
                                  16,404             16,404  
 
                                                           
 
 
Total comprehensive income
                                                            64,006  
Stock issued in connection with the First Essex Acquisition
    12,688       204,916       4,936                               209,852  
Issuance of warrants in connection with PIERS issuance
                285,435                               285,435  
Purchase payout Network Capital
    85       820                   1,180                   2,000  
Stock issued in connection with employee benefit and incentive compensation plans
    1,221       7,450       (563 )           6,735                   13,622  
Employee stock options issued
                2,842                               2,842  
Dividends paid on common stock
                                        (16,743 )     (16,743 )
Stock repurchased
    (290 )                       (6,230 )                 (6,230 )
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 
Balance, June 30, 2004
    306,815     $ 2,105,312     $ 306,594     $ (26,078 )   $ (20,242 )   $ (222,499 )   $ 1,672,103     $ 3,815,190  
 
   
 
     
 
     
 
     
 
     
 
     
 
     
 
     
 
 

See accompanying notes to consolidated financial statements.

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Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
                 
    Six-month Period
    Ended June 30,
    2004
  2003
    (in thousands)
CASH FLOWS FROM OPERATING ACTIVITES:
               
Net income
  $ 233,581     $ 180,030  
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
               
Provision for loan losses
    75,000       85,357  
Depreciation and amortization
    78,994       78,426  
Net amortization of premium/discount on investment securities and loan premiums
    27,297       37,978  
Gain on sale of investment securities and related derivatives
    (18,710 )     (36,977 )
Net loss on real estate owned and fixed assets
    126       379  
(Gain)/loss on debt extinguishments
    (2,285 )     28,981  
Stock-based compensation
    11,121       8,083  
Net change in:
               
Loans held for sale
    (43,457 )     (21,790 )
Accrued interest receivable
    549       6,003  
Other assets and bank owned life insurance
    (1,420 )     (80,249 )
Other liabilities
    (8,433 )     130,743  
 
   
 
     
 
 
Net cash provided by operating activities
    352,363       416,964  
 
   
 
     
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from sales of investment securities:
               
Available-for-sale
    952,914       1,361,325  
Proceeds from repayments and maturities of investment securities:
               
Available-for-sale
    1,121,919       2,536,417  
Held-to-maturity
    216,474       140,748  
Net change in FHLB stock
    (118,742 )     (43,678 )
Purchases of available-for-sale investment securities
    (3,614,396 )     (3,867,395 )
Purchases of held-to-maturity investment securities
    (286,122 )     (40 )
Proceeds from sales of loans
    1,240,672       2,065,106  
Purchase of loans
    (1,595,054 )     (2,027,431 )
Net change in loans other than purchases and sales
    (1,326,987 )     (1,434,719 )
Proceeds from sales of premises and equipment
    5,330       464  
Purchases of premises and equipment
    (46,878 )     (15,320 )
Proceeds from sales of real estate owned
    6,231       6,161  
Cash used for acquisitions, net of cash acquired
    (199,012 )      
 
   
 
     
 
 
Net cash used in investing activities
    (3,643,651 )     (1,278,362 )
 
   
 
     
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in deposits and other customer accounts
    392,035       767,221  
Net increase in borrowings
    2,147,288       575,629  
Proceeds from senior secured credit facility and senior and subordinated notes
    200,000       963,210  
Proceeds from issuance of Contingent Convertible Trust Preferred Equity Income Redeemable Securities and warrants
    783,745        
Repayments of senior secured credit facility and senior and subordinated notes
    (143,360 )     (889,640 )
Net increase in advance payments by borrowers for taxes and insurance
    3,166       1,812  
Purchase of Trust Preferred Securities
          (188,427 )
Cash dividends paid to stockholders
    (16,743 )     (13,294 )
Proceeds from issuance of common stock
    7,394       9,702  
Purchase of shares for ESOP
          (7,152 )
Proceeds from the exercise of warrants
          187,591  
Other net changes in treasury stock
    (5,820 )     (19,887 )
 
   
 
     
 
 
Net cash provided by financing activities
    3,367,705       1,386,765  
 
   
 
     
 
 
Net change in cash and cash equivalents
    76,417       525,367  
Cash and cash equivalents at beginning of period
    950,302       972,614  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 1,026,719     $ 1,497,981  
 
   
 
     
 
 
Supplemental Disclosures:
               
Income taxes paid
  $ 31,859     $ 76,463  
Interest paid
  $ 345,270     $ 371,263  

Non cash transactions: On February 6, 2004, Sovereign Bancorp, Inc. issued 12,687,985 shares in partial consideration for the acquisition of First Essex Bancorp, Inc. See Note 13 for additional discussion.

See accompanying notes to consolidated financial statements.

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Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)
(Unaudited)

(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES

Basis of Presentation

     The accompanying financial statements of Sovereign Bancorp, Inc. and Subsidiaries (“Sovereign” or the “Company”) include the accounts of the parent company, Sovereign Bancorp, Inc. and its subsidiaries, including the following wholly-owned subsidiaries: Sovereign Bank, and Sovereign Delaware Investment Corporation. Prior to December 31, 2003, Sovereign consolidated the following subsidiaries: Sovereign Capital Trust I, Sovereign Capital Trust II, Sovereign Capital Trust III, MBNK Capital Trust I, and ML Capital Trust I (“Capital Trust Entities”). These subsidiaries were deconsolidated effective December 31, 2003 in accordance with new accounting standards. All intercompany balances and transactions have been eliminated in consolidation.

     These financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying consolidated financial statements reflect all adjustments of a normal and recurring nature necessary to present fairly the consolidated balance sheet, statements of operations and cash flows for the periods indicated, and contain adequate disclosure to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the Company’s latest annual report on Form 10-K.

     The preparation of these financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year.

     Certain amounts in the financial statements of prior periods have been reclassified to conform with the current period presentation.

     Sovereign adopted the expense recognition provisions of SFAS No. 123, “Accounting for Stock Based Compensation,” for stock based employee compensation awards during 2002. Sovereign continues to account for all options granted prior to January 1, 2002 in accordance with the intrinsic value model of APB Opinion No. 25, “Accounting for Stock Issued to Employees.” Sovereign estimates the fair value of stock options issued to employees subsequent to January 1, 2002 using a Black-Scholes option pricing model and expenses this value over the vesting periods as required in SFAS No. 123. Reductions to compensation expense associated with forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

     The following table represents the amount of stock-option compensation expense, net of related tax effects, that would have been included in the determination of net income if the expense recognition provisions of SFAS No. 123 had been applied to all the stock option awards. (Amounts in thousands, except per share):

                                 
    Three-month Period   Six-month Period
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
Net income as reported
  $ 131,354     $ 104,174     $ 233,581     $ 180,030  
Add: Stock-option expense included in net income, net of tax
    1,067       684       1,847       1,728  
Deduct: Total stock-option compensation expense, net of tax
    (1,120 )     (826 )     (1,997 )     (2,063 )
 
   
 
     
 
     
 
     
 
 
Pro-forma net income
    131,301       104,032       233,431       179,695  
 
   
 
     
 
     
 
     
 
 
Basic earnings per share
  $ 0.43     $ 0.40     $ 0.77     $ 0.69  
Diluted earnings per share
  $ 0.42     $ 0.37     $ 0.76     $ 0.64  
Pro-forma basic earnings per share
  $ 0.43     $ 0.40     $ 0.77     $ 0.69  
Pro-forma diluted earnings per share
  $ 0.42     $ 0.37     $ 0.75     $ 0.64  

(2) EARNINGS PER SHARE

     Basic earnings per share is calculated by dividing net income by the weighted average common shares outstanding, excluding options and warrants. The dilutive effect of options and our 2003 warrants (which were exercised in June 2003) is calculated using the treasury stock method for purposes of weighted average dilutive shares.

     The holders of the PIERS units (see Note 7) may not tender their units or exercise the cash election in exchange for Sovereign shares until the closing price of Sovereign common stock is more than 130% of the effective conversion price per share of Sovereign common stock over a specified measurement period or upon the occurrence of certain other events. Since these conditions which allow the holders to convert their PIERS securities have not been met, none of the shares issuable upon conversion under the PIERS units have not been included in the basic or diluted shares calculation for 2004.

     The following table presents the computation of earnings per share for the periods indicated. (Amounts in thousands, except per share):

                                 
    Three-Month Period   Six-Month Period
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
CALCULATION OF INCOME FOR BASIC AND DILUTED EPS:
                               
Net income
  $ 131,354     $ 104,174     $ 233,581     $ 180,030  
 
   
 
     
 
     
 
     
 
 
WEIGHTED AVERAGE SHARES OUTSTANDING:
                               
Weighted average basic shares
    306,087       262,189       303,403       261,762  
Dilutive effect of:
                               
Warrants
          17,819             17,397  
Stock options
    5,602       3,893       5,780       3,553  
 
   
 
     
 
     
 
     
 
 
Weighted average diluted shares
    311,689       283,901       309,183       282,712  
 
   
 
     
 
     
 
     
 
 
EARNINGS PER SHARE:
                               
Basic
  $ 0.43     $ 0.40     $ 0.77     $ 0.69  
Diluted
  $ 0.42     $ 0.37     $ 0.76     $ 0.64  

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(3) INVESTMENT SECURITIES AVAILABLE-FOR-SALE

     The following table presents the composition and fair value of investment securities available-for-sale at the dates indicated:

                                 
    June 30, 2004
    Amortized   Unrealized   Unrealized   Fair
    Cost
  Appreciation
  Depreciation
  Value
Investment Securities:
                               
U.S. Treasury and government agency securities
  $ 49,236     $ 71     $ 386     $ 48,921  
Corporate debt and asset-backed securities
    268,380       16,476             284,856  
Equity securities (1)
    1,632,589       1,030       48,100       1,585,519  
State and municipal securities
    23,836       5,339       1,794       27,381  
Mortgage-backed securities:
                               
U.S. government agencies
    6,465,696       17,601       113,571       6,369,726  
Non-agencies
    2,207,768       1,177       31,451       2,177,494  
 
   
 
     
 
     
 
     
 
 
Total investment securities available-for- sale
  $ 10,647,505     $ 41,694     $ 195,302     $ 10,493,897  
 
   
 
     
 
     
 
     
 
 
                                 
    December 31, 2003
    Amortized   Unrealized   Unrealized   Fair
    Cost
  Appreciation
  Depreciation
  Value
Investment Securities:
                               
U.S. Treasury and government agency securities
  $ 21,730     $     $ 72     $ 21,658  
Corporate debt and asset-backed securities
    325,306       29,073             354,379  
Equity securities (1)
    1,162,115       13,052       14,569       1,160,598  
State and municipal securities
    18,155       2,102       125       20,132  
Mortgage-backed securities:
                               
U.S. government agencies
    6,368,139       60,712       12,360       6,416,491  
Non-agencies
    2,119,355       12,577       2,571       2,129,361  
 
   
 
     
 
     
 
     
 
 
Total investment securities available-for- sale
  $ 10,014,800     $ 117,516     $ 29,697     $ 10,102,619  
 
   
 
     
 
     
 
     
 
 

(1) Equity securities consist principally of FHLB, FHLMC, and FNMA common and preferred stock.

Investment securities with an estimated fair value of $6.0 billion and $5.6 billion were pledged as collateral for borrowings, interest rate protection agreements and certain deposits at June 30, 2004 and December 31, 2003, respectively.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(4) INVESTMENT SECURITIES HELD-TO-MATURITY

     The following table presents the composition and fair value of investment securities held-to-maturity at the dates indicated:

                                 
    June 30, 2004
    Amortized   Unrealized   Unrealized   Fair
    Cost
  Appreciation
  Depreciation
  Value
Investment Securities:
                               
Corporate debt and asset- backed securities
  $ 81,627     $ 5,172     $     $ 86,799  
State and municipal securities
    777,879       4       32,572       745,311  
Mortgage-backed securities:
                               
U.S. government agencies
    2,204,554       6,999       73,011       2,138,542  
Non-agencies
    942,981       892       18,838       925,035  
 
   
 
     
 
     
 
     
 
 
Total investment securities held-to-maturity
  $ 4,007,041     $ 13,067     $ 124,421     $ 3,895,687  
 
   
 
     
 
     
 
     
 
 
                                 
    December 31, 2003
    Amortized   Unrealized   Unrealized   Fair
    Cost
  Appreciation
  Depreciation
  Value
Investment Securities:
                               
Corporate debt and asset- backed securities
  $ 56,057     $ 4,696     $     $ 60,753  
State and municipal securities
    754,240       5,950       11,531       748,659  
Mortgage-backed securities:
                               
U.S. government agencies
    1,704,114       13,265       20,997       1,696,382  
Non-agencies
    1,941       6       31       1,916  
 
   
 
     
 
     
 
     
 
 
Total investment securities held-to-maturity
  $ 2,516,352     $ 23,917     $ 32,559     $ 2,507,710  
 
   
 
     
 
     
 
     
 
 

The following table discloses the age of gross unrealized losses in our total investment portfolio as of June 30, 2004 (in thousands):

                                                 
    At June 30, 2004
    Less than 12 months
  12 months or longer
  Total
            Unrealized           Unrealized           Unrealized
    Fair Value
  Losses
  Fair Value
  Losses
  Fair Value
  Losses
Investment Securities
                                               
U.S. Treasury and government agency securities
  $ 38,822     $ 386     $     $     $ 38,822     $ 386  
Equity securities
    919,736       47,282       3,192       818       922,928       48,100  
State and municipal securities
    784,478       34,366                   784,478       34,366  
Mortgage-backed Securities:
                                               
U.S. government agencies
    7,577,866       186,582                   7,577,866       186,582  
Non-agencies
    2,716,789       50,289                   2,716,789       50,289  
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total investment securities available for sale and held to maturity
  $ 12,037,691     $ 318,905     $ 3,192     $ 818     $ 12,040,883     $ 319,723  
 
   
 
     
 
     
 
     
 
     
 
     
 
 

As of June 30, 2004, management has concluded that the unrealized losses its investment portfolio are temporary in nature since they are primarily related to market interest rates and are not related to the underlying credit quality of the issuers in our investment portfolio. Additionally, the Company has the intent and ability to hold these investments for the time necessary to recover the amortized cost.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(5) COMPOSITION OF LOAN PORTFOLIO

     The following table presents the composition of the loan portfolio by type of loan and by fixed and adjustable rates at the dates indicated:

                                 
    June 30, 2004
  December 31, 2003
    Amount
  Percent
  Amount
  Percent
Commercial real estate loans(1)
  $ 5,050,915       17.3 %   $ 4,702,046       18.0 %
Commercial and industrial loans(2)
    7,200,541       24.8       6,361,640       24.3  
 
   
 
     
 
     
 
     
 
 
Total Commercial Loans
    12,251,456       42.1       11,063,686       42.3  
 
   
 
     
 
     
 
     
 
 
Home equity loans
    7,790,049       26.7       6,457,682       24.7  
Auto loans
    3,631,153       12.5       3,240,383       12.4  
Other
    564,906       1.9       312,224       1.2  
 
   
 
     
 
     
 
     
 
 
Total Consumer Loans
    11,986,108       41.1       10,010,289       38.3  
 
   
 
     
 
     
 
     
 
 
Residential Real Estate Loans
    4,892,304       16.8       5,074,684       19.4  
 
   
 
     
 
     
 
     
 
 
Total Loans (3)
  $ 29,129,868       100.0 %   $ 26,148,659       100.0 %
 
   
 
     
 
     
 
     
 
 
Total Loans with:
                               
Fixed rate
  $ 16,409,676       56.3 %   $ 15,171,129       58.0 %
Variable rate
    12,720,192       43.7       10,977,530       42.0  
 
   
 
     
 
     
 
     
 
 
Total Loans (3)
  $ 29,129,868       100.0 %   $ 26,148,659       100.0 %
 
   
 
     
 
     
 
     
 
 

(1)   Includes multifamily loans of $326.1 million and $348.6 million at June 30, 2004 and December 31, 2003, respectively.
 
(2)   Includes automotive floor plan loans of $806.9 million and $614.4 million at June 30, 2004 and December 31, 2003, respectively.
 
(3)   Loan totals include deferred loan origination costs, net of deferred loan fees and unamortized purchase premiums, net of discounts. These items resulted in a net increase in loans of $218.1 million and $159.8 million at June 30, 2004 and December 31, 2003, respectively.

Loans to related parties include loans made to certain officers, directors and their affiliated interests. At June 30, 2004 and December 31, 2003, loans made by Sovereign Bank to these parties totaled $30.8 million and $31.1 million, respectively. These loans were made on terms similar to non-related parties.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(6) DEPOSIT PORTFOLIO COMPOSITION

     The following table presents the composition of deposits and other customer accounts at the dates indicated:

                                                 
    June 30, 2004
  December 31, 2003
                    Weighted                   Weighted
                    Average                   Average
Account Type
  Amount
  Percent
  Rate
  Amount
  Percent
  Rate
Demand deposit accounts
  $ 4,698,609       16.2 %     %   $ 4,306,376       15.7 %     %
NOW accounts
    6,554,831       22.6       0.72       6,068,163       22.2       0.63  
Customer repurchase agreements
    810,062       2.8       0.72       1,017,544       3.7       0.64  
Savings accounts
    3,303,890       11.4       0.54       3,098,892       11.3       0.56  
Money market accounts
    7,456,917       25.7       1.04       6,843,131       25.0       0.95  
Certificates of deposit
    6,176,311       21.3       2.03       6,009,902       22.1       2.40  
 
   
 
     
 
             
 
     
 
         
Total Deposits
  $ 29,000,620       100 %     0.94 %   $ 27,344,008       100 %     0.99 %
 
   
 
     
 
     
 
     
 
     
 
         

(7) BORROWINGS AND OTHER DEBT OBLIGATIONS

     The following table presents information regarding borrowings and other debt obligations at the dates indicated:

                                 
    June 30, 2004
  December 31, 2003
            Effective           Effective
    Balance
  Rate
  Balance
  Rate
Sovereign Bank borrowings and other debt obligations:
                               
Securities sold under repurchase agreements
  $ 1,853,873       1.75 %   $ 1,793,391       1.13 %
Fed funds purchased
    315,000       1.25       400,000       0.97  
FHLB advances
    9,144,524       3.14       6,755,330       3.55  
Asset-backed floating rate notes and secured financings
    1,571,000       (0.10 )     1,571,074       (0.16 )
Subordinated notes
    762,338       3.32       775,266       3.01  
Holding company borrowings and other debt obligations:
                               
Senior secured credit facility
    180,000       2.21       50,000       2.67  
Senior notes
    512,456       7.68       595,790       7.95  
Junior subordinated debentures due to Capital Trust Entities
    817,826       6.98       256,752       5.79  
 
   
 
             
 
         
Total borrowing and other debt obligations
  $ 15,157,017       2.95 %   $ 12,197,603       2.86 %
 
   
 
     
 
     
 
     
 
 

     On February 26, 2004, Sovereign issued $700 million of Contingent Convertible Trust Preferred Equity Income Redeemable Securities (“PIERS”). On March 8, 2004, Sovereign raised an additional $100 million of PIERS under this offering. The offering was completed through Sovereign Capital Trust IV (the ''Trust’’), a special purpose entity established to issue the PIERS. Each PIERS had an issue price of $50 and represents an undivided beneficial ownership interest in the assets of the Trust, which consist of:

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(7) BORROWINGS AND OTHER DEBT OBLIGATIONS (continued)

  Junior subordinated debentures issued by Sovereign with a distribution rate of 4.375% per annum on the $50.00 issue price, and each of which will have a principal amount at maturity of $50 and a stated maturity of March 1, 2034; and

  Warrants to purchase shares of Sovereign common stock from Sovereign at any time prior to the close of business on March 1, 2034, by delivering junior subordinated debentures (or, in the case of warrant exercises before March 5, 2007, cash equal to the accreted principal amount of a junior subordinated debenture).

     Holders may convert each of their PIERS into 1.6304 shares of Sovereign common stock: (1) during any calendar quarter if the closing sale price of Sovereign common stock is more than 130% of the effective conversion price per share of Sovereign common stock over a specified measurement period; (2) prior to March 1, 2029, during the five-business-day period following any 10-consecutive-trading-day period in which the average daily trading price of the PIERS for such 10-trading-day period was less than 105% of the average conversion value of the PIERS during that period and the conversion value for each day of that period was less than 98% of the issue price of the PIERS; (3) during any period in which the credit rating assigned to the PIERS by either Moody’s or Standard & Poor’s is below a specified level; (4) if the PIERS have been called for redemption or (5) upon the occurrence of certain corporate transactions. The initial conversion rate of the PIERS was equivalent to a conversion price of approximately $30.67 per share. The PIERS and the junior subordinated debentures have a distribution rate of 4.375% per annum of their issue price, subject to deferral. In addition, contingent distributions of $0.08 per $50 issue price per PIERS will be due during any three-month period commencing on or after March 1, 2007 under certain conditions. The PIERS may not be redeemed by Sovereign prior to March 5, 2007, except upon the occurrence of certain special events. On any date after March 5, 2007, Sovereign may, if specified conditions are satisfied, redeem the PIERS, in whole but not in part, for cash for a price equal to 100% of their issue price plus accrued and unpaid distributions to the date of redemption, if the closing price of Sovereign common stock has exceeded a price per share equal to $39.87, subject to adjustment, for a specified period. The Trust is not consolidated in Sovereign’s financial statements; however, the junior subordinated debentures issued by Sovereign to the Trust are included in “Borrowings and other debt obligations” in the Consolidated Balance Sheet.

     The proceeds from the PIERS of $800 million, net of transaction costs of approximately $16.3 million, were allocated pro rata between “Junior Subordinated debentures due Capital Trust Entities” in the amount of $498.3 million and “Warrants and employee stock options issued” in the amount of $285.4 million based on estimated fair values. The difference between the carrying amount of the subordinated debentures and the principal amount due at maturity is being accreted into interest expense using the effective interest method over the period to maturity of the PIERS which is March 2, 2034. The effective interest rate of the subordinated debentures is 7.55%.

     During the first quarter of 2004, Sovereign gave notice of its intent to exercise its “clean-up” call option to repurchase the remaining assets of two off-balance sheet securitization special purpose entities. Such option became available to Sovereign during the first quarter of 2004 and in accordance with SFAS No. 140, Sovereign consolidated the assets (loans of $120.5 million) and liabilities (bondholder certificate balances of $118.9 million) of these trusts at March 1, 2004. In April 2004, Sovereign repurchased the assets from these trusts. The trusts utilized these proceeds to pay off existing bondholders’ certificate balances, and the excess cash was remitted back to Sovereign. This transaction did not have a material impact to Sovereign’s results of operations.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(8) DERIVATIVES

     One of Sovereign’s primary market risks is interest rate risk. Management uses derivative instruments to mitigate the impact of interest rate movements on the value of certain liabilities, assets and on probable forecasted cash flows. These instruments primarily include interest rate swaps that have underlying interest rates based on key benchmark indices and forward sale or purchase commitments. The nature and volume of the derivative instruments used to manage interest rate risk depend on the level and type of assets and liabilities on the balance sheet and the risk management strategies for the current and anticipated interest rate environment.

     Fair Value Hedges. Sovereign has entered into pay-variable, receive-fixed interest rate swaps to hedge changes in fair values of certain brokered certificates of deposits and subordinated and senior notes. Sovereign includes all components of each derivative’s fair value in the assessment of hedge effectiveness. For the three and six-months ended June 30, 2004 and 2003, no hedge ineffectiveness was required to be recognized in earnings associated with fair value hedges.

     Cash Flow Hedges. Sovereign hedges exposures to changes in cash flows associated with forecasted interest payments on variable-rate liabilities, through the use of pay-fixed, receive variable interest rate swaps. Sovereign includes all components of each derivatives fair value in the assessment of hedge effectiveness. For the three and six-months ended June 30, 2004 and 2003, no hedge ineffectiveness was required to be recognized in earnings associated with cash flow hedges. No gains or losses deferred in accumulated other comprehensive income were reclassified into earnings during the three and six-months ended June 30, 2004 or 2003 as a result of discontinuance of cash flow hedges for which the forecasted transaction was not probable of occurring. As of June 30, 2004, Sovereign expects approximately $33.0 million of the deferred net after-tax loss on derivative instruments included in accumulated other comprehensive income to be reclassified to earnings during the next twelve months.

     Other Derivative Activities. Sovereign’s derivative portfolio includes derivative instruments not designated in SFAS No. 133 hedge relationships. Those derivatives include mortgage banking interest rate lock commitments and forward sale commitments used for risk management purposes and derivatives executed with commercial banking customers, primarily interest rate swaps and foreign currency contracts.

     Net gains (losses) generated from mortgage banking derivative transactions is included in mortgage banking revenues on the income statement and totaled a loss of $1.9 million and $1.8 million for the three and six-months ended June 30, 2004 compared with gains of $6.7 million and $7.9 million for the three and six-months ended June 30, 2003. Net gains generated from derivative instruments executed with customers are included as capital markets revenue on the income statement and totaled $1.3 million and $2.7 million for the three and six-months ended June 30, 2004 compared with $3.0 million and $5.5 million for the three and six-months ended June 30, 2003.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(9) COMPREHENSIVE INCOME

     The following table presents the components of comprehensive income, net of related tax, for the periods indicated:

                                 
    Three-month Period   Six-Month Period
    Ended June 30,
  Ended June 30,
    2004
  2003
  2004
  2003
Net income
  $ 131,354     $ 104,174     $ 233,581     $ 180,030  
Change in accumulated losses on cash flow hedge derivative financial instruments, net of tax
    11,028       (8,840 )     10,313       (4,127 )
Change in unrealized gains on investment securities available-for-sale, net of tax
    (242,383 )     6,716       (173,818 )     53,521  
Less reclassification adjustment, net of tax:
                               
Derivative instruments
    (3,046 )           (6,091 )      
Investments available-for-sale
    539       12,640       12,161       24,035  
 
   
 
     
 
     
 
     
 
 
Comprehensive income
  $ (97,494 )   $ 89,410     $ 64,006     $ 205,389  
 
   
 
     
 
     
 
     
 
 

     Accumulated other comprehensive income, net of related tax, consisted of net unrealized losses on securities of $143.9 million and net accumulated losses on derivatives of $78.6 million at June 30, 2004 and net unrealized gains on securities of $42.1 million and net accumulated losses on derivatives of $95.0 million at December 31, 2003.

(10) CORE DEPOSIT INTANGIBLE ASSETS

     The estimated aggregate amortization expense related to core deposit intangibles for each of the five succeeding calendar years ending December 31, is:

                         
    Calendar           Remaining
    Year   Recorded   Amount
Year
  Amount
  To Date
  To Record
2004
  $ 68,798     $ 35,129     $ 33,669  
2005
    60,121             60,121  
2006
    53,222             53,222  
2007
    46,280             46,280  
2008
    32,681             32,681  

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(11) BUSINESS SEGMENT INFORMATION

     The following tables present certain information regarding the Company’s segments:

                                 
    Consumer   Corporate        
For the three-month period ended June 30, 2004
  Bank
  Bank
  Other
  Total
Net interest income
  $ 253,049     $ 72,680     $ 6,310     $ 332,039  
Provision for loan losses
    9,752       20,620       1,628       32,000  
Fees and other income (1)
    87,729       24,214       12,303       124,246  
General and administrative expenses
    178,544       39,273       6,767       224,584  
Depreciation/Amortization
    15,779       667       24,431       40,877  
Income (loss) before income taxes
    152,851       34,030       (14,407 )     172,474  
Intersegment revenues (expense) (2)
    105,990       (67,881 )     (38,109 )      
Total Average Assets
  $ 16,716,980     $ 13,022,268     $ 18,272,041     $ 48,011,289  
                                 
    Consumer   Corporate        
For the six-month period ended June 30, 2004
  Bank
  Bank
  Other
  Total
Net interest income
  $ 486,588     $ 142,953     $ 25,314     $ 654,855  
Provision for loan losses
    20,973       43,944       10,083       75,000  
Fees and other income (1)
    159,728       46,577       26,995       233,300  
General and administrative expenses
    355,830       77,019       14,881       447,730  
Depreciation/Amortization
    29,614       1,313       48,067       78,994  
Income (loss) before income taxes
    270,329       62,691       (25,529 )     307,491  
Intersegment revenues (expense) (2)
    199,877       (130,196 )     (69,681 )      
Total Average Assets
  $ 16,461,946     $ 12,581,804     $ 17,890,296     $ 46,934,046  
                                 
    Consumer   Corporate        
For the three-month period ended June 30, 2003
  Bank
  Bank
  Other
  Total
Net interest income (expense)
  $ 234,038     $ 73,981     $ (1,202 )   $ 306,817  
Provision for loan losses
    10,095       21,777       10,128       42,000  
Fees and other income (1)
    75,075       23,979       12,866       111,920  
General and administrative expenses
    170,102       35,214       9,970       215,286  
Depreciation/Amortization
    16,017       497       22,996       39,510  
Income (loss) before income taxes
    126,586       38,560       (20,862 )     144,284  
Intersegment revenues (expense) (2)
    117,510       (60,999 )     (56,511 )      
Total Average Assets
  $ 14,484,492     $ 11,154,188     $ 15,680,485     $ 41,319,165  
                                 
    Consumer   Corporate        
For the six-month period ended June 30, 2003
  Bank
  Bank
  Other
  Total
Net interest income
  $ 456,410     $ 145,898     $ 7,549     $ 609,857  
Provision for loan losses
    20,787       43,843       20,727       85,357  
Fees and other income (1)
    143,640       45,740       25,468       214,848  
General and administrative expenses
    334,556       68,181       21,178       423,915  
Depreciation/Amortization
    30,831       977       46,618       78,426  
Income (loss) before income taxes
    242,432       74,747       (67,829 )     249,350  
Intersegment revenues (expense) (2)
    231,391       (124,507 )     (106,884 )      
Total Average Assets
  $ 14,195,438     $ 11,016,456     $ 15,685,948     $ 40,897,842  

(1)   Corporate banking fees in the accompanying Statements of Operations include fees on commercial deposits. For management reporting purposes as outlined in the above table, these fees are included in the Consumer Bank results above.
 
(2)   Intersegment revenues (expense) represent charges or credits for funds used or provided by each of the segments and are included in net interest income.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(12) RECENT ACCOUNTING PRONOUNCEMENTS

     In December 2003, the American Institute of Certified Public Accountants (AICPA) issued statement of position 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.” This statement addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in non-homogenous loans acquired in a transfer if those differences are attributable, at least in part, to credit quality. This statement limits the yield that may be accreted (accretable yield) to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows (cash flows expected at acquisition to be collected) over the investor’s initial investment in the loan. This statement requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be recognized as an adjustment of yield, loss accrual, or valuation allowance. This statement prohibits investors from displaying accretable yield and nonaccretable difference in the balance sheet. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment. This statement prohibits “carrying over” or creation of valuation allowances in the initial accounting of all non-homogeneous loans acquired in a transfer that are within the scope of this statement, and is effective for loans acquired in fiscal years beginning after December 15, 2004.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

     (13) PURCHASE OF FIRST ESSEX BANCORP, INC. (“FIRST ESSEX”)

     On February 6, 2004 Sovereign completed the acquisition of First Essex, a commercial bank holding company headquartered in Andover, Massachusetts, and the results of First Essex’s operations are included in the accompanying financial statements subsequent to the acquisition date. Sovereign issued 12.7 million shares of common stock and exchanged Sovereign stock options for existing First Essex options, whose combined value totaled $209.9 million, and made cash payments of $208.2 million to acquire and convert all outstanding First Essex shares and employee stock options and pay associated fees. The value of the common stock was determined based on the average price of Sovereign’s shares over the three day period preceding and subsequent to the announcement date of the acquisition. The First Essex acquisition has added eleven full-service banking offices in northern Massachusetts and nine full-service banking offices in southern New Hampshire to Sovereign Bank’s franchise.

     The preliminary purchase price was allocated to the acquired assets and liabilities of First Essex based on fair value as of February 6, 2004. The Company is in the process of finalizing these values and as such the allocation of the purchase price is subject to revision (dollars in millions):

         
Assets
       
Investments
  $ 394.8  
Loans:
       
Commercial
    710.4  
Consumer
    435.6  
Residential
    52.2  
 
   
 
 
Total loans
    1,198.2  
Less allowance for loan losses
    (14.7 )
 
   
 
 
Total loans, net
    1,183.5  
Cash paid, net of cash acquired
    (199.0 )
Premises and equipment, net
    9.2  
Other real estate owned
    1.0  
Prepaid expenses and other assets
    72.7  
Core deposit intangible
    15.6  
Goodwill
    262.1  
 
   
 
 
Total assets
  $ 1,739.9  
 
   
 
 
Liabilities
       
Deposits:
       
Core
  $ 777.0  
Time
    488.6  
 
   
 
 
Total deposits
    1,265.6  
Borrowings and other debt obligations
    236.9  
Other liabilities (1)
    27.5  
 
   
 
 
Total liabilities
  $ 1,530.0  
 
   
 
 

(1)   Includes liabilities of $18.6 million directly associated with the transaction which were recorded as part of the purchase price, of which $12.4 million represents amounts to be paid to First Essex senior executives for severance and acceleration of certain retirement benefits earned by employees at the date of the acquisition.

     In connection with the First Essex acquisition, Sovereign recorded charges against its earnings for the six-month period ended June 30, 2004 for merger related expenses of $23.6 million pre-tax ($15.3 million net of tax).

     These merger-related expenses include the following:

         
Branch and office consolidations
  $ 15,093  
System conversions
    3,160  
Employee benefits and other
    5,334  
 
   
 
 
Total
  $ 23,587  
 
   
 
 

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(13) PURCHASE OF FIRST ESSEX BANCORP, INC. (“FIRST ESSEX”) (continued)

     The majority of the previously noted charge relates to lease obligations for Sovereign branch and office locations that were vacated by Sovereign in the first quarter of 2004 as a result of the First Essex acquisition since management determined that these locations would no longer be required due to branch overlap or the creation of excess office space. This charge was based on the present values of the remaining lease obligations, or portions thereof, that were associated with lease abandonments, net of the estimated fair value of sub-leasing the properties. The fair value was estimated by comparing current market lease rates for comparable properties. If the actual proceeds from any subleases on these properties are different than our estimate, then the difference will be reflected as either additional merger related expense or a reversal thereof. These obligations will be paid over their lease expiration terms, which range from 2005 through 2020.

     The status of reserves related to restructuring activities is summarized as follows:

                         
    First Essex   Main Street    
    acquisition
  acquisition
  Total
Reserve balance at December 31, 2003
  $     $ 5,566     $ 5,566  
Charge recorded in earnings
    23,587             23,587  
Amount provided in purchase accounting (Goodwill)
    18,566             18,566  
Payments
    (18,850 )     (2,405 )     (21,255 )
 
   
 
     
 
     
 
 
Reserve balance as of June 30, 2004
  $ 23,303     $ 3,161     $ 26,464  

     Additionally, Sovereign recorded an additional loan loss provision of $6.0 million pre-tax ($3.9 million net of tax) to conform First Essex’s allowance for loan losses to Sovereign’s reserve policies.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(continued)

(14) PENDING ACQUISITIONS

     On March 9, 2004, Sovereign entered into a merger agreement with Waypoint Financial Corp. (“Waypoint”), pursuant to which Waypoint will merge with and into Sovereign. The value of the Sovereign/Waypoint merger on March 9, 2004 was approximately $980 million. Under the terms of the Sovereign/Waypoint merger agreement, Waypoint shareholders may elect to receive $28.00 in cash or 1.262 shares of Sovereign common stock in exchange for each of their shares of Waypoint common stock, subject to election and allocation procedures which are intended to ensure that, in the aggregate, 70% of the Waypoint shares of common stock will be exchanged for Sovereign common stock and 30% will be exchanged for cash.

     Waypoint is a bank holding company headquartered in Harrisburg, Pennsylvania, with assets of approximately $5.3 billion and deposits of $2.7 billion. Waypoint operates 66 community banking offices in ten counties in south-central Pennsylvania and northern Maryland. Soveriegn expects to complete the Sovereign/Waypoint merger in the first quarter of 2005. Completion of the Sovereign/Waypoint merger is subject to a number of customary conditions, including, but not limited to, the approval of the Sovereign/Waypoint merger agreement by Waypoint shareholders and the receipt of required regulatory approvals of the Sovereign/Waypoint merger.

(15) SUBSEQUENT EVENTS

     On July 23, 2004, Sovereign completed the purchase of Seacoast Financial Services Corporation (“Seacoast”), a bank holding company based in New Bedford, Massachusetts with 67 banking offices throughout Southeastern Massachusetts. Sovereign issued 36.3 million shares of common stock and exchanged Sovereign stock options for existing Seacoast options, whose combined value totaled $824.6 million, and made cash payments of $265.8 million to acquire and convert all outstanding Seacoast shares and employee stock options and pay associated fees. The value of the common stock in determining the purchase price mentioned previously was based on the average prices of Sovereign’s shares over the three day period preceding and subsequent to the announcement date.

     The Company is in the process of finalizing its purchasing accounting adjustments related to this acquisition. Listed below is the closing balance sheet for Seacoast as of July 23, 2004. (dollars in millions):

         
Assets
       
Cash
  $ 225.5  
Investments
    709.7  
Loans, net of allowance
    4,024.0  
Premises and equipment, net
    78.8  
Other assets
    266.8  
 
   
 
 
Total assets
  $ 5,304.8  
 
   
 
 
Liabilities Deposits
  $ 3,649.4  
Borrowings and other debt obligations
    1,170.9  
Other liabilities
    44.1  
 
   
 
 
Total liabilities
  $ 4,864.4  
 
   
 
 

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

     Sovereign is a $49 billion financial institution with community banking offices, operations and team members located principally in Pennsylvania, Massachusetts, New Jersey, Connecticut, New Hampshire, New York, Rhode Island, and Delaware. Sovereign gathers substantially all of its deposits in these market areas. We use these deposits, as well as other financing sources, to fund our loan and investment portfolios. We earn interest income on our loans and investments. In addition, we generate non-interest income from a number of sources including: deposit and loan services, sales of residential loans and investment securities, capital markets products, cash management products, and bank owned life insurance. Our principal non-interest expenses include employee compensation and benefits, occupancy and facility related costs, technology and other administrative expenses. Our volumes, and accordingly our financial results, are affected by the economic environment, including interest rates, consumer and business confidence and spending, as well as competitive conditions.

     We are one of the top 25 largest banking institutions in the United States. Our customers select Sovereign for banking and other financial services based on our ability to assist customers by understanding and anticipating their individual financial needs and providing customized solutions. Our major strengths include: a strong franchise value in terms of market share and demographics; a stable, low cost core deposit base; diversified loan portfolio and products; a strong service culture and the ability to cross sell multiple product lines to our customers resulting in higher fee based revenues; and the ability to internally generate equity through earnings. Our weaknesses have included lower than average capital ratios when compared against our peers and higher cost holding company debt that has reduced our earnings. In addition, asset quality is not as strong as we desire and we do not possess desired market share in some of our geographic micro-markets. Management has implemented strategies to address these weaknesses. With respect to our capital position, we have strengthened our ratios significantly over the last two years through the generation of earnings. In 2003, we strategically accessed the financial markets to further strengthen our capital position including the issuance of $800 million of bank subordinated debt (which qualifies as Tier 2 capital), and increased tangible equity by $188 million in connection with warrants exercises. In addition, in the first quarter of 2004, Sovereign completed an offering of $800 million of Contingent Convertible Trust Preferred Income Equity Redeemable Securities (“PIERS”) which qualifies as regulatory capital. Selected asset quality statistics have recently improved; however, we continue to work toward our goal of higher asset quality. To address the weakness in our position in certain micro-markets, we continue to investigate strategic acquisitions. In February 2004, we completed the acquisition of First Essex Bancorp, Inc. (“First Essex”). On July 23, 2004, we completed the acquisition of Seacoast Financial Services Corporation (“Seacoast”) and we have executed a definitive agreement to acquire Waypoint Financial Corporation (“Waypoint”) which is expected to close in the first quarter of 2005. See additional discussion of these transactions in a later section of this MD&A and/or in the footnotes to the financial statements. Sovereign also may develop and construct new community banking offices to strengthen our market position. The ability to grow through acquisition or otherwise is significantly dependent upon our capital levels, stock price and the merger and acquisition market for banking institutions.

     Our critical success factors include management of interest rate risk and credit risk, superior service delivery, and productivity and expense control.

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Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

RECENT INDUSTRY CONSOLIDATION IN OUR GEOGRAPHIC FOOTPRINT

     The Banking industry has experienced significant consolidation in recent years. Consolidation may affect the markets in which Sovereign operates as new or restructured competitors integrate acquired businesses, adopt new business practices or change product pricing as they attempt to maintain or grow market share. Mergers and acquisitions continued at an increased level in the fourth quarter of 2003 and in early 2004. Recent merger activity involving national, regional and community banks in the northeastern United States, including acquisitions by Sovereign, have affected the competitive landscape in the markets we serve. As noted above, Sovereign recently completed the acquisitions of First Essex and Seacoast and announced a definitive agreement to acquire Waypoint. We believe these acquisitions will strengthen our franchise by further enabling Sovereign to capitalize on anticipated market disruption resulting from recent merger activity. These acquisitions also present conversion and systems integration risk. However, as a result of management’s extensive conversion and systems integration experience and the size of the acquisitions in relation to Sovereign, we believe the risk associated with these transactions is mitigated. Management continually monitors the environment in which it operates to assess the impact of the industry consolidation on Sovereign, as well as the practices and strategies of our competition, including loan and deposit pricing, customer expectations and the capital markets.

CURRENT INTEREST RATE ENVIRONMENT

     Net interest income represents approximately seventy to seventy five percent of the Company’s revenues. Accordingly, the interest rate environment has a substantial impact on Sovereign’s earnings. Sovereign currently has an asset sensitive balance sheet. An institution that maintains an asset sensitive balance sheet generally experiences reduced net interest income in a low or declining rate environment, while earnings are enhanced in an increasing rate cycle. The impact of a low and declining rate environment on Sovereign has been mitigated in part by our large core deposit base. We would expect to benefit from any substantial increase in interest rates if they occur. See our discussion of Asset and Liability Management practices in a later section of this MD&A, including the estimated impact of changes in interest rates on Sovereign’s net interest income.

CREDIT RISK ENVIRONMENT

     The credit quality of our loan portfolio has a significant impact on our operating results. We have experienced stable to positive trends in certain key credit quality performance indicators over the past several quarters. The improvement is due, in part, to the economic conditions in our geographic footprint. We believe the credit risk with respect to our investment portfolio is low. Any significant change in the credit quality of our loan portfolio would have a significant effect on our financial position and results of operations.

RESULTS OF OPERATIONS

General

     Net income was $131.4 million, or $0.42 per diluted share and $233.6 million, or $0.76 per diluted share, for the three-month and six-month period ended June 30, 2004, as compared to $104.2 million, or $0.37 per diluted share and $180.0 million, or $0.64 per diluted share, for the three-month and six month period ended June 30, 2003.

     During the first quarter of 2004, Sovereign completed the acquisition of First Essex. In connection with this acquisition, Sovereign recorded charges against its earnings for an additional loan loss provision of $6

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

million pretax ($3.9 million net of tax) to conform First Essex’s allowance for loan losses to Sovereign’s reserve policies and merger related expenses of $23.6 million pretax ($15.3 million net of tax). The impact of these charges reduced earnings per share by $0.06 per diluted share. In connection with the acquisitions of Seacoast and Waypoint in July of 2004 and the first quarter of 2005, Sovereign anticipates recording merger related charges of $0.11 to $0.12 per diluted share.

     During the first quarter of 2003, Sovereign completed a tender offer for the 8.625% notes due March 2004 and the 10.25% notes due May 2004. In connection with the tender, Sovereign repurchased $139.2 million of the 8.625% notes and $162.4 million of the 10.25% notes, incurring a loss on this debt extinguishment of $29 million ($18.8 million net of tax or $0.07 per diluted share).

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Table of Contents

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

CONSOLIDATED AVERAGE BALANCE SHEET / TAX EQUIVALENT NET INTEREST MARGIN ANALYSIS
SIX-MONTH PERIOD ENDED JUNE 30, 2004 AND 2003
(in thousands)

                                                 
    2004
  2003
            Tax                   Tax        
    Average   Equivalent   Yield/   Average   Equivalent   Yield/
    Balance
  Interest
  Rate
  Balance
  Interest
  Rate
EARNING ASSETS
                                               
INVESTMENTS
  $ 14,443,837     $ 355,819       4.93 %   $ 12,206,064     $ 333,047       5.46 %
 
LOANS:
                       
Commercial loans
    11,748,971       271,060       4.57 %     10,414,580       272,653       5.21 %
Consumer loans
    10,887,391       276,219       5.10 %     8,782,732       259,929       5.97 %
Residential loans
    4,980,356       134,392       5.40 %     4,509,871       135,418       6.01 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
Total loans
    27,616,718       681,671       4.93 %     23,707,183       668,000       5.64 %
Allowance for loan losses
    (349,405 )                 (306,480 )            
 
   
 
     
 
     
 
     
 
     
 
     
 
 
NET LOANS
    27,267,313       681,671       4.99 %     23,400,703       668,000       5.72 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL EARNING ASSETS
    41,711,150       1,037,490       4.97 %     35,606,767       1,001,047       5.63 %
Other assets
    5,222,896                   5,291,075              
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL ASSETS
  $ 46,934,046     $ 1,037,490       4.42 %   $ 40,897,842     $ 1,001,047       4.90 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
FUNDING LIABILITIES
                                               
Deposits and other customer related accounts:
                                               
Core deposits and other related accounts
  $ 21,723,776     $ 64,043       0.59 %   $ 19,771,950     $ 84,987       0.87 %
Time deposits
    6,089,653       64,111       2.12 %     6,746,737       93,567       2.80 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL DEPOSITS
    27,813,429       128,154       0.93 %     26,518,687       178,554       1.36 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
BORROWED FUNDS:
                                               
FHLB advances
    8,167,421       157,042       3.82 %     5,813,808       151,826       5.21 %
Fed funds and repurchase agreements
    2,851,718       14,947       1.04 %     2,312,811       553       0.03 %
Other borrowings
    3,716,061       59,409       3.18 %     1,981,520       49,887       5.02 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL BORROWED FUNDS
    14,735,200       231,398       3.12 %     10,108,139       202,266       3.98 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL FUNDING LIABILITIES
    42,548,629       359,552       1.69 %     36,626,826       380,820       2.08 %
Other liabilities
    665,751                   1,410,422              
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL LIABILITIES
    43,214,380       359,552       1.66 %     38,037,248       380,820       2.01 %
STOCKHOLDERS’ EQUITY
    3,719,666                   2,860,594              
 
   
 
     
 
     
 
     
 
     
 
     
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 46,934,046     $ 359,552       1.53 %   $ 40,897,842     $ 380,820       1.87 %
 
   
 
     
 
     
 
     
 
     
 
     
 
 
NET INTEREST INCOME
          $ 677,938                     $ 620,227          
 
           
 
                     
 
         
NET INTEREST SPREAD (1)
                    2.89 %                     3.03 %
 
                   
 
                     
 
 
NET INTEREST MARGIN (2)
                    3.25 %                     3.49 %
 
                   
 
                     
 
 

(1)   Represents the difference between the yield on total assets and the cost of total liabilities and stockholders’ equity.
 
(2)   Represents annualized, taxable equivalent net interest income divided by average interest- earning assets.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Net Interest Income

     Net interest income for the three and six-month periods ended June 30, 2004 was $332.0 million and $654.9 million compared to $306.8 million and $609.9 million for the same periods in 2003. The increase in net interest income for the three-month and six- month periods ended June 30, 2004, compared to the corresponding period in the prior year, resulted principally from growth in earning assets which more than offset the decline in yield.

     Net interest margin was 3.22% and 3.25% for the three and six-month periods ended June 30, 2004 compared to 3.47% and 3.49% for the same periods in 2003. Net interest margin has contracted from the comparable 2003 levels due to continued declines in market interest rates, prepayment and sales of higher yielding fixed rate assets, the continued repricing of short duration consumer and commercial loans, and the impact of reclassifying our trust preferred securities into borrowings. Partially offsetting this decline was downward repricing of deposits, favorable term financing and the redemption of high coupon senior notes completed in March 2003 and May 2003. Also, the issuance of the Contingent Convertible Trust Preferred Equity Income Redeemable Securities (“PIERS”) had a negative effect on margin in 2004.

     Interest on investment securities and interest earning deposits was $169.4 million and $335.9 million for the three and six-month periods ended June 30, 2004 compared to $157.6 million and $324.9 million for the same periods in 2003. The average balance of investment securities was $14.4 billion with an average tax equivalent yield of 4.93% for the six-month period ended June 30, 2004 compared to an average balance of $12.2 billion with an average yield of 5.46% for the same period in 2003. The decline in yield is due to prepayments and sales of higher yielding investments which are being replaced by lower yielding securities due to the current interest rate environment.

     Interest on loans was $345.3 million and $678.5 million for the three and six-month periods ended June 30, 2004 compared to $332.1 million and $665.7 million for the same periods in 2003. The average balance of loans was $27.6 billion with an average yield of 4.93% for the six-month period ended June 30, 2004 compared to an average balance of $23.7 billion with an average yield of 5.64% for the same period in 2003. Average balances of commercial and consumer loans in 2004 increased $1.3 billion and $2.1 billion, respectively, as compared to 2003 primarily due to loan originations, loan purchases and loans acquired from First Essex. Average residential loans increased $470.5 million due to loan purchases and to a lesser extent, loans acquired from the First Essex acquisition.

     Interest on deposits and related customer accounts was $63.1 million and $128.2 million for the three and six-month periods ended June 30, 2004 compared to $84.9 million and $178.6 million for the same periods in 2003. The average balance of deposits was $27.8 billion with an average cost of 0.93% for the six-month period ended June 30, 2004 compared to an average balance of $26.5 billion with an average cost of 1.36% for the same period in 2003. The increase in the balance of deposits is due to the First Essex acquisition. The decrease in average cost year to year is due primarily to declining market interest rates, which resulted in a downward repricing of deposits.

     Interest on borrowed funds was $119.5 million and $231.4 million for the three and six-month periods ended June 30, 2004 compared to $98.0 million and $202.3 million for the same periods in 2003. The average balance of borrowings was $14.7 billion with an average cost of 3.12% for the six-month period ended June 30, 2004 compared to an average balance of $10.1 billion with an average cost

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

of 3.98% for the same period in 2003. The decline in the yield is primarily due to the repayment of high cost debt obligations in 2003, the issuance of favorable term funding in the fourth quarter of 2003, repricing of variable rate borrowings from the decline in market interest rates, favorable short-term funding alternatives that Sovereign has experienced on repurchase agreements as well as specific strategies which were executed to reduce Sovereign’s asset sensitivity including termination of certain pay-fixed interest rate swaps and executing received fixed swaps. These favorable factors were partially offset by the reclassification of Trust Preferred Securities expense from other expense to net interest income during the third quarter of 2003, in accordance with Sovereign’s change in accounting policy.

Provision for Loan Losses

     The provision for loan losses is based upon credit loss experience and on the estimation of losses inherent in the current loan portfolio. The provision for loan losses for the three and six-month periods ended June 30, 2004 was $32.0 million and $75.0 million compared to $42.0 million and $85.4 million for the same periods in 2003. The provision for the six months ended June 30, 2004 included a charge of $6 million to conform the acquired First Essex loan portfolio to Sovereign’s reserve policy. The provision for loan losses for the six months ended June 30, 2004 includes a lower level of provision versus 2003 due to improvements in credit quality in the loan portfolio that have primarily resulted from improving economic conditions. Non-performing assets have declined to $176.1 million at June 30, 2004, compared to $220.5 million at December 31, 2003 and $253.4 million at June 30, 2003. Management regularly evaluates Sovereign’s loan portfolios, and its allowance for loan losses, and adjusts the loan loss allowance and related reserves as deemed necessary.

     Sovereign’s net charge-offs for the six-month period ended June 30, 2004 were $64.9 million and consisted of charge-offs of $86.4 million and recoveries of $21.4 million. This compared to net charge-offs of $64.6 million consisting of charge-offs of $80.4 million and recoveries of $15.9 million for the six-month period ended June 30, 2003. Net charge-offs have declined as a percent of average loans .43% for the three-month period ended June 30, 2004, compared to .53% for the corresponding period in the prior year, reflecting improving credit quality in our loan portfolio.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

     The following table presents the activity in the allowance for possible loan losses for the periods indicated (in thousands):

                 
    Six-month Period Ended June 30,
    2004
  2003
Allowance, beginning of period
  $ 327,894     $ 298,750  
Charge-offs:
               
Residential
    947       1,969  
Commercial
    50,182       47,017  
Consumer
    35,228       31,444  
 
   
 
     
 
 
Total Charge-offs
    86,357       80,430  
 
   
 
     
 
 
Recoveries:
               
Residential
    674       250  
Commercial
    6,238       3,264  
Consumer
    14,528       12,346  
 
   
 
     
 
 
Total Recoveries
    21,440       15,860  
 
   
 
     
 
 
Charge-offs, net of recoveries
    64,917       64,570  
Provision for loan losses
    75,000       85,357  
First Essex’s allowance for loan losses
    14,660        
 
   
 
     
 
 
Allowance, end of period
  $ 352,637     $ 319,537  
 
   
 
     
 
 

Non-Interest Income

     Total non-interest income was $125.1 million and $252.0 million for the three-month and six-month periods ended June 30, 2004 compared to $131.4 million and $251.8 million for the same periods in 2003. Excluding securities and related derivatives transactions, total fees and other income for the three-month and six-month periods ended June 30, 2004 were $124.2 million and $233.3 million as compared to $111.9 million and $214.8 million for the same periods in 2003.

     Consumer banking fees were $58.1 million and $112.1 million for the three-month and six-month periods ended June 30, 2004 as compared to $53.3 million and $101.5 million for the same periods in 2003, representing an increase of 9% and 10%, repectively. The increase year over year was due principally to growth in deposit fees to $93.4 million for the six-month period ended June 30, 2004 compared to deposit fees of $84.8 million for the corresponding period in the prior year. Average core deposit balances have grown $2.0 billion or 10% since June 30, 2003 due primarily to the First Essex acquisition, specific product initiatives, municipal deposit growth and promotions which resulted in an increase in the number of core deposit accounts and balances.

     Commercial banking fees were $30.6 million and $59.2 million for the three-month and six-month periods ended June 30, 2004 as compared to $26.8 million and $52.0 million for the same periods in 2003. This increase of $3.8 million, or 14%, and $7.2 million, or 14%, for the three-month and six-month periods ended June 30, 2004, over the corresponding 2003 periods were primarily due to higher loan fees resulting from growth in the commercial loan portfolio, increased levels of fees, and increased cash management fee income.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

     Mortgage banking revenue was composed of the following components (in thousands):

                                 
    Three-months ended June 30,
  Six-months ended June 30,
    2004
  2003
  2004
  2003
Recoveries/(Impairments) to mortgage servicing rights
  $ 17,134     $ (10,468 )   $ 5,874     $ (17,897 )
Mortgage servicing fees, net of amortization
    (1,628 )     (3,391 )     (1,491 )     (5,881 )
Net (losses)/gains under SFAS 133
    (1,878 )     6,651       (1,797 )     7,926  
Sales of mortgage loans and mortgage backed securities
    2,808       16,035       19,277       32,687  
 
   
 
     
 
     
 
     
 
 
Total
  $ 16,436     $ 8,827     $ 21,863     $ 16,835  
 
   
 
     
 
     
 
     
 
 

     Mortgage banking results consist of fees associated with servicing loans not held by Sovereign, as well as amortization and changes in the fair value of mortgage servicing rights. Mortgage banking results also include gains or losses on the sales of mortgage loans or mortgage-backed securities that were related to loans originated or purchased and held by Sovereign, as well as gains or losses on mortgage banking derivative and hedging transactions. Mortgage banking derivative instruments include principally interest rate lock commitments and forward sale commitments.

     The increase in mortgage banking revenues for the three-month and six-month periods ended June 30, 2004 is attributable principally to an increase in the fair value of mortgage servicing rights, offset by lower sale activity due to decreased loan origination volumes due to the current rate environment. The significant recovery recorded in the second quarter of 2004 is a result of slower prepayment speed outlooks on our mortgage servicing portfolio as of June 30, 2004 compared to previous periods due to the current interest rate environment. At June 30, 2004, Sovereign serviced approximately $6.5 billion of mortgage loans for others and our net mortgage servicing asset was $83.4 million, compared to $6.1 billion of loans serviced for others and a net mortgage servicing asset of $48.3 million, at June 30, 2003. Our remaining valuation allowance on our mortgage servicing asset at June 30, 2004 is $2.0 million. Sovereign adopted the SEC’s Staff Accounting Bulletin (“SAB”) No. 105 during the second quarter of 2004. This pronouncement required all registrants to exclude the future cash flows from servicing loans from the fair value of interest rate lock commitments. This statement delays the recognition of any servicing revenues related to these commitments until such time that the loan is sold, however, the pronouncement has no effect on the ultimate amount of revenue or cash flows recognized over time. The adoption of this statement lowered Sovereign’s mortgage banking revenues by $1.6 million during the second quarter.

     Capital markets revenues totaled $5.1 million and $10.0 million for the three-month and six-month periods ended June 30, 2004 compared with $9.1 million and $16.8 million for the same periods in 2003. The decrease from the prior year is due to decreased trading activity related to the current interest rate environment.

     The net gains on investment securities and related derivatives transactions were $0.8 million and $18.7 million for the three-month and six-month periods ended June 30, 2004 compared to $19.4 million and $37.0 million for the same periods in 2003. The three-month period ended June 30, 2004 included a charge of $0.9 million related to an other than temporary impairment charge related to one of our asset securitizations. The corresponding period in the prior year included charges of $2.3 million related to asset securitizations. Additionally, the six-month period ended June 30, 2003 also included a charge of $1.1 million related to one of our investment securities.

General and Administrative Expenses

     General and administrative expenses for the three-month and six-month periods ended June 30, 2004 were $224.6 million and $447.7 million, compared to $215.3 million and $423.9 million for the same periods in 2003. General and administrative expenses increased in 2004 primarily due to the First Essex acquisition, as well as increased compensation and benefit costs associated with the hiring of additional team members.

Other Expenses

     Other expenses were $28.1 million and $76.6 million for the three-month and six-month periods ended June 30, 2004 compared to $36.6 million and $103.1 million for the same periods in 2003. The reasons for the variances are discussed below.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

     During the second quarter of 2004, Sovereign made a $60 million investment in a synthetic fuel partnership (“the “Synthetic Fuel Partnership”). Sovereign will amortize this investment through December 31, 2007, which is the period through which we expect to receive alternative energy tax credits. Reductions in investment value and our allocation of the partnerships earnings or losses are included as expense in the line “Equity method investments” in our consolidated statement of operations, while the alternative energy tax credits are included as a reduction of income tax expense. We anticipate receiving tax credits of $111.7 million through December 31, 2007. The Company also has other investments in entities accounted for under the equity method including low-income housing tax credit partnerships. As a result of the increasing significance of our equity method investment portfolio, Sovereign reclassified the income statement effects of these investments to other expenses. Prior period amounts have been reclassified to conform to the current period presentation.

The expense associated with the junior subordinated debentures due to the capital trust entities in the first half of 2003 was classified in other expense. Management elected to change the Company’s accounting policy effective July 1, 2003, to treat these securities as liabilities and the associated dividends on the obligations as interest expense.

     Expense associated with amortization of core deposit intangibles decreased by $1.1 million and $2.6 million during the three-month and six-month periods ending June 30, 2004, compared to the corresponding periods in the prior year. This decline was due to reduced amortization related to core deposits that are being amortized on an accelerated method, offset by additional amortization related to the First Essex acquisition. Merger-related and integration charges of $23.6 million ($15.3 million or $.05 per share, net of tax) related to the First Essex acquisition were recorded in the three-month period ended March 31, 2004. The six-month period ended June 30, 2004 and 2003, includes a gain of $2.3 million and a loss of $29.0 million ($18.8 million or $.07 per share, net of tax) on the extinguishment of debt, respectively.

Income Tax Provision

     The income tax provision was $41.1 million and $73.9 for the three-month and six-month periods ended June 30, 2004 compared to $40.1 million and $69.3 million for the same periods in 2003. The effective tax rate for the three-month and six-month periods ended June 30, 2004 was 23.8% and 24.0%, compared to 27.8% for the same periods in 2003. The effective tax rate differs from the statutory rate of 35% primarily due to income from tax-exempt investments, income related to bank-owned life insurance and tax credits associated with low income housing and the Synthetic Fuel Partnership. The effective tax rate in 2004 is lower than the prior year rate due to the tax benefit associated with the First Essex merger related charges, which is reflected in the first quarter provision. In addition, the 2004 effective tax rate includes the benefit from the increase in tax credits associated with investments in low income housing and the Synthetic Fuel Partnership and additional purchases of tax exempt municipal investments in the fourth quarter of 2003 which will benefit the full year of 2004. Partially offsetting these benefits is Sovereign’s expectation that pretax earnings for 2004 will be higher than 2003. Our effective tax rate for the remainder of 2004 is expected to increase from the June 30, 2004 rate to approximately 26% to 28%.

Line of Business Results

     The Company’s reportable segments include the Consumer Bank, the Corporate Bank and Other. The Company’s business lines are focused principally around the customers Sovereign serves. The Consumer Bank provides a wide range of products and services to consumers including mortgage, automobile and other consumer loans and lines of credit. The Consumer Bank also attracts deposits within its primary market area by offering a variety of deposit instruments including demand and NOW accounts, money market and savings accounts, certificates of deposit and retirement savings plans. The Corporate Bank originates small and middle market commercial and asset-based loans and provides cash management and capital markets services to customers in Sovereign’s market area. Other includes earnings from the investment portfolio, interest expense on Sovereign’s borrowings and debt, expense on Sovereign’s trust preferred securities and other minority interest expense, amortization of intangible assets, merger-related and restructuring charges and certain unallocated corporate income and expenses.

     Segment results are derived from the Company’s business unit profitability reporting system by specifically attributing managed balance sheet assets, deposits and other liabilities and their related interest income or expense. Funds transfer pricing methodologies are utilized to allocate a cost for funds used or a credit for funds provided to business line deposits, loans and selected other assets using a matched funding concept. The provision for credit losses recorded by each segment is based on the net charge-offs of each line of business. The difference between the provision for

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

credit losses recognized by the Company on a consolidated basis and the provision recorded by the business lines at the time of charge-off is included in Other. Other income and expenses directly managed by each business line, including fees, service charges, salaries and benefits, and other direct expenses as well as certain allocated corporate expenses are accounted for within each segment’s financial results. Designations, assignments and allocations may change from time to time as management accounting and business unit profitability reporting systems are enhanced or product lines change. Certain organization and allocation methodology changes have been made which enhanced the Company’s management reporting systems and the information provided to the chief executive officer. Where practical, the results are adjusted to present consistent methodologies for the segments. Accounting policies for the lines of business are the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs and benefits, expenses and other financial elements to each line of business.

     Consumer Bank net interest income increased $19.0 million and $30.2 million to $253.0 million and $486.6 million for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in the preceding year. The increase in net interest income was principally due to loan growth, as well as an increase in low-cost deposits. The average balance of Consumer Bank loans was $15.9 billion with a yield of 5.19% versus $13.3 billion at a yield of 5.98% during the six-months ended June 30, 2004 and June 30, 2003, respectively. The average balance of deposits was $27.8 billion at a cost of 0.93% in the six-months ended June 30, 2004 compared to $26.5 billion at an average cost of 1.36% in the same period a year ago. The increase in non-interest income of $16.0 million to $159.7 million for the six-months ended June 30, 2004 was generated by deposit fees and to a lesser extent, loan fees, which grew in tandem with the increased level of deposits and loans. The provision for loan losses has remained relatively consistent for the three-month and six-month periods ended June 30, 2004 compared to the corresponding periods in the preceding year. General and administrative expenses (including allocated corporate and direct support costs) increased from $170.1 million and $334.6 million at June 30, 2003, to $178.5 million and $355.8 million for the three-months and six-months ended June 30, 2004. The increase in general and administrative expenses is due principally to Sovereign’s continued investment in people and processes to support its expanding franchise, including the effect of the First Essex acquisition.

     Corporate Bank net interest income decreased $1.3 million and $2.9 million to $72.7 million and $143.0 million for the three-months and six-months ended June 30, 2004 compared to the corresponding periods in the preceding year. The decrease in net interest income was principally due to declines in the yield on loans due to current market rates. The average balance of Corporate Bank loans was $11.7 billion with a yield of 4.57% in the six-months ended June 30, 2004 versus $10.4 billion at a yield of 5.21% during the six-months ended June 30, 2003. Non-interest income has increased by $0.2 million and $0.8 million to $24.2 million and $46.6 million related to an increase in loan fees offset by declines in capital markets revenues. The provision for loan losses decreased by $1.2 million for the quarter and increased for the six-months ended by $0.1 million compared to the corresponding period in the preceding year. The decline in the second quarter is due to lower commercial loan charge-offs related to improvements in the loan portfolio. General and administrative expenses (including allocated corporate and direct support costs) increased by $4.1 million and $8.8 million for the three-months and six-months ended June 30, 2004 to $39.3 million and $77.0 million. The increase was due in part to increased costs to support the Corporate Bank’s loan growth.

     The net loss before income taxes for Other decreased $6.5 million and $42.3 million to $14.4 million and $25.5 million for the three-months and six-months ended June 30, 2004 compared to the corresponding periods in the preceding year. Net interest income increased $7.5 million and $17.8 million to $6.3 million and $25.3 million for the three-months and six-months ended June 30, 2004 compared to the corresponding periods in the preceding year due to increased average balances in the investment portfolio.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

The Other segment includes net gains on security and derivative transactions of $17.9 million and $0.8 million in the first and second quarters of 2004, as compared to $17.5 million and $21.8 million recorded in 2003. The 2004 and 2003 results also include a pre-tax loss of $23.6 million and $29.0 million, on merger charges associated with the First Essex acquisition and the extinguishment of debt, respectively. Additionally, the second quarter of 2004 includes a pre-tax gain of $2.3 million on the extinguishment of debt.

Critical Accounting Policies

     The Company’s significant accounting policies are described in Note 1 to the December 31, 2003 consolidated financial statements filed on Form 10-K. The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. We have identified accounting for the allowance for loan losses, securitizations, and goodwill as our most critical accounting policies and estimates in that they are important to the portrayal of our financial condition and results, and they require management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. These accounting policies, including the nature of the estimates and types of assumptions used, are described throughout this Management’s Discussion and Analysis and the December 31, 2003 Management’s Discussion and Analysis filed on Form 10-K.

     A discussion of the impact of new accounting standards issued by the FASB and other standard setters are included in Note 12 to the consolidated financial statements.

FINANCIAL CONDITION

Loan Portfolio

     At June 30, 2004, commercial loans totaled $12.3 billion representing 42% of Sovereign’s loan portfolio, compared to $11.1 billion or 42% of the loan portfolio at December 31, 2003 and $10.7 billion or 44% of the loan portfolio at June 30, 2003. At June 30, 2004 and December 31, 2003, only 7% and 6%, respectively, of our total commercial portfolio was unsecured.

     The consumer loan portfolio (including home equity loans and lines of credit, automobile loans, and other consumer loans) totaled $12.0 billion at June 30, 2004, representing 41% of Sovereign’s loan portfolio, compared to $10.0 billion, or 38%, of the loan portfolio at December 31, 2003 and $9.2 billion or 38% of the loan portfolio at June 30, 2003. In connection with the acquisition of First Essex, Sovereign acquired commercial, consumer and mortgage loans of $710.4 million, $435.6 million and $52.2 million, respectively.

     Residential mortgage loans were $4.9 billion at June 30, 2004 and represent 17% of Sovereign’s loan portfolio as compared to $5.1 billion and 19% at December 31, 2003 and $4.4 billion or 18% of the loan portfolio at June 30, 2003. The gradual decrease during the periods shown is due to increased prepayment levels due to declining mortgage interest rates and increased sale activity.

Non-Performing Assets

     At June 30, 2004 Sovereign’s non-performing assets decreased by $44.4 million to $176.1 million compared to $220.4 million at December 31, 2003. This decrease is due to improvements in the credit quality of our portfolio. Non-performing assets as a

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

percentage of total loans, real estate owned and repossessed assets were 0.60% at June 30, 2004 and 0.84% at December 31, 2003. Sovereign generally places all commercial loans on non-performing status at 90 days delinquent or sooner, if management believes the loan has become impaired (unless return to current status is expected imminently). All other consumer and residential loans continue to accrue interest until they are 120 days delinquent, at which point they are either charged-off or placed on non-accrual status and anticipated losses are reserved. Consumer and residential real estate loans with loan to values of 50% or less, based on current valuations, are considered well secured and in the process of collection and therefore continue to accrue interest. At 180 days delinquent, anticipated losses on residential real estate loans are fully reserved or charged off.

     The following table presents the composition of non-performing assets at the dates indicated (amounts in thousands):

                 
    June 30,   December 31,
    2004
  2003
Non-accrual loans:
               
Commercial
  $ 58,289     $ 83,976  
Commercial real estate
    32,081       45,053  
Consumer
    27,923       30,921  
Residential
    32,635       38,195  
 
   
 
     
 
 
Total non-accrual loans
    150,928       198,145  
Restructured loans
    1,262       1,235  
 
   
 
     
 
 
Total non-performing loans
    152,190       199,380  
Other real estate owned
    19,609       17,016  
Other repossessed assets
    4,268       4,051  
 
   
 
     
 
 
Total non-performing assets
  $ 176,067     $ 220,447  
 
   
 
     
 
 
Past due 90 days or more as to interest or principal and accruing interest
  $ 32,403     $ 36,925  
Non-performing assets as a percentage of total assets
    0.36 %     0.51 %
Non-performing loans as a percentage of total loans
    0.52 %     0.76 %
Non-performing assets as a percentage of total loans and real estate owned
    0.60 %     0.84 %
Allowance for loan losses as a percentage of total non-performing assets
    200.3 %     148.7 %
Allowance for loan losses as a percentage of total non-performing loans
    231.7 %     164.5 %

     Loans ninety (90) days or more past due and still accruing interest fell by $4.5 million from December 31, 2003 to June 30, 2004. This decline was composed of an increase of $1.6 million in the residential portfolio, offset by declines in consumer loans of $5.9 million, and $0.2 million of commercial loans.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Potential problem loans (loans for which management has doubts as to the borrowers ability to comply with present repayment terms, principally commercial loans delinquent more than 30 days but less than 90 days, although not currently classified as non-performing loans) amounted to approximately $60.4 million and $46.8 million at June 30, 2004 and December 31, 2003, respectively.

Allowance for Loan Losses

     The following table presents the allocation of the allowance for loan losses and the percentage of each loan type of total loans at the dates indicated (amounts in thousands):

                                 
    June 30, 2004
  December 31, 2003
            % of           % of
            Loans           Loans
            to           to
            Total           Total
    Amount
  Loans
  Amount
  Loans
Allocated allowance:
                               
Commercial loans
  $ 190,646       42 %   $ 192,454       43 %
Consumer loans
    118,959       41       94,199       38  
Residential real estate mortgage loans
    14,977       17       15,544       19  
Unallocated allowance
    28,055       n/a       25,697       n/a  
 
   
 
     
 
     
 
     
 
 
Total allowance for loan losses
  $ 352,637       100 %   $ 327,894       100 %
 
   
 
     
 
     
 
     
 
 

     The adequacy of Sovereign’s allowance for loan losses is regularly evaluated. Management’s evaluation of the adequacy of the allowance to absorb loan losses takes into consideration the risks inherent in the loan portfolio, past loan loss experience, specific loans which have loss potential, geographic and industry concentrations, delinquency trends, economic conditions, the level of originations and other relevant factors. Management also considers loan quality, changes in the size and character of the loan portfolio, amount of non-performing loans, and industry trends.

     Sovereign maintains an allowance for loan losses that management believes is sufficient to absorb inherent losses in the loan portfolio. Because historical losses are not necessarily indicative of future charge-off levels, Sovereign gives consideration to other risk indicators when determining the appropriate allowance level.

     The allowance for loan losses consists of two elements: (i) an allocated allowance, which for non-homogeneous loans is comprised of allowances established on specific classified loans, and class allowances for both homogeneous and non-homogeneous loans based on risk ratings, historical loan loss experience and current trends, and (ii) unallocated allowances based on both general economic conditions and other risk factors in Sovereign’s individual markets and portfolios, and to account for a level of imprecision in management’s estimation process.

     The specific allowance element of the allocated allowance is based on a regular analysis of criticized loans where internal credit ratings are below a predetermined classification. This analysis is performed at the relationship manager level, and periodically reviewed by the loan workout department. The specific allowance established for these criticized loans is based on a careful analysis of related collateral value, cash flow considerations and, if applicable, guarantor capacity.

     The class allowance element of the allocated allowance is determined by an internal

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

loan grading process in conjunction with associated allowance factors. These class allowance factors are updated as required and are based primarily on actual historical loss experience, consultation with regulatory authorities, and peer group loss experience. The Company has the ability to revise the class allowance factors whenever necessary in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan pool classification.

     Regardless of the extent of the Company analysis of customer performance, portfolio evaluations, trends or risk management processes established, certain inherent, but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining information regarding a customer’s financial condition or changes in their unique business conditions; the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends; volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits; and the sensitivity of assumptions utilized to establish allocated allowances for homogeneous groups of loans among other factors. The Company maintains an unallocated allowance to recognize the existence of these exposures. These other risk factors are continuously reviewed and revised by management where conditions indicate that the estimates initially applied are different from actual results.

     A comprehensive analysis of the allowance for loan losses is performed by management on a quarterly basis. In addition, a review of allowance levels based on nationally published statistics is conducted on a periodic basis. Although management determines the amount of each element of the allowance separately and this process is an important credit management tool, the entire allowance for credit losses is available for the entire loan portfolio. The actual amount of losses incurred can vary significantly from the estimated amounts. Management’s methodology includes several factors intended to minimize the differences between estimated and actual losses. These factors allow management to adjust its estimate of losses based on the most recent information available.

     Commercial Portfolio. The portion of the allowance for loan losses related to the commercial portfolio has decreased from $192.5 million at December 31, 2003 to $190.6 million at June 30, 2004. This is a result of improvements in the credit quality of this portfolio which have included a decline in annualized commercial loan net charge-offs to 0.69% at June 30, 2004, compared to 0.94% at December 31, 2003, and 0.83% at June 30, 2003. Additionally, commercial non-accrual loans have declined by $25.7 million since year-end.

     Consumer Portfolio. The allowance for the consumer loan portfolio increased from $94.2 million at December 31, 2003, to $119.0 million at June 30, 2004 due to increases in loan balances and allowance acquired from the First Essex acquisition.

     Residential Portfolio. The allowance for the residential mortgage portfolio decreased from $15.5 million at December 31, 2003 to $15.0 million at June 30, 2004.

     Unallocated Allowance. The unallocated allowance for loan losses increased to $28.1 million at June 30, 2004 from $25.7 million at December 31, 2003. Management continuously evaluates current economic conditions and loan portfolio trends. However, this balance is subject to changes each reporting period due to certain inherent but undetected losses which exist within the loan portfolios.

Investment Securities

     Investment securities consist primarily of mortgage-backed securities, U.S. Treasury and government agency securities, corporate debt securities and stock in the Federal Home

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Loan Bank of Pittsburgh (“FHLB”), Freddie Mac and Fannie Mae. Mortgage-backed securities consist of pass-throughs and collateralized mortgage obligations issued by federal agencies or private label issuers. Sovereign’s mortgage-backed securities are generally either guaranteed as to principal and interest by the issuer or have ratings of “AAA” by Standard and Poor’s and Moody’s at the date of issuance. Sovereign purchases classes which are senior positions backed by subordinate classes. The subordinate classes absorb the losses and must be completely eliminated before any losses flow through the senior positions. The effective duration of the total investment portfolio at June 30, 2004 was 4.37 years.

     Total investment securities available-for-sale were $10.5 billion at June 30, 2004 and $10.1 billion at December 31, 2003. Investment securities held-to-maturity were $4.0 billion at June 30, 2004 compared to $2.5 billion at December 31, 2003. During the second quarter of 2004, Sovereign reclassified $1.4 billion of investments previously classified as available-for-sale to held-to-maturity. Management determined that based on the current and forecasted interest rate environment, Sovereign intends to hold these investments to maturity. For additional information with respect to Sovereign’s investment securities, see Notes 3 and 4 in the Notes to Consolidated Financial Statements.

Deposits and Other Customer Accounts

     Sovereign attracts deposits within its primary market area with an offering of deposit instruments including demand accounts, NOW accounts, money market accounts, savings accounts, certificates of deposit and retirement savings plans. Total deposits and other customer accounts at June 30, 2004 were $29.0 billion compared to $27.3 billion at December 31, 2003. Sovereign continues to emphasize strategies to grow core deposits and limit higher priced time deposits.

Borrowings and Other Debt Obligations

     Sovereign utilizes borrowings and other debt obligations as a source of funds for its asset growth and its asset/liability management. Collateralized advances are available from the FHLB provided certain standards related to creditworthiness have been met. Sovereign also utilizes reverse repurchase agreements, which are short-term obligations collateralized by securities fully guaranteed as to principal and interest by the U.S. Government or an agency thereof, and federal funds lines with other financial institutions. Total borrowings at June 30, 2004 and December 31, 2003 were $15.2 billion and $12.2 billion, respectively. See Note 7 in the Notes to Consolidated Financial Statements for additional information.

Securitization Transactions

     Securitization transactions contribute to Sovereign’s overall funding and regulatory capital management. These transactions involve periodic transfers of loans or other financial assets to special purpose entities (“SPEs”). The SPEs are either consolidated in or excluded from Sovereign’s consolidated financial statements depending on whether the transactions qualify as a sale of assets in accordance with SFAS No. 140, “Transfers of Financial Assets and Liabilities” (“SFAS No. 140”).

     In certain transactions, Sovereign has transferred assets to SPEs qualifying for non-consolidation (“QSPE”) and has accounted for the transaction as a sale in accordance with SFAS No. 140. Sovereign also has retained interests in the QSPEs. Off-balance sheet QSPEs had $945.7 million of debt related to assets that Sovereign sold to the QSPEs which is not included in Sovereign’s consolidated Balance Sheet at June 30, 2004. Sovereign’s retained interests and servicing assets in such QSPEs were $82.0 million at June 30, 2004 and this amount represents Sovereign’s maximum exposure to credit losses related to these unconsolidated securitizations. Sovereign does not provide contractual legal recourse to third party investors that purchase debt or equity securities issued by the

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

QSPEs beyond the credit enhancement inherent in Sovereign’s subordinated interests in the QSPEs.

     During the first quarter of 2004, Sovereign reconsolidated certain assets and liabilities of two special purpose entities in accordance with SFAS No. 140. See Note 7 for additional discussion.

     Sovereign will periodically sell qualifying mortgage loans to FHLMC, GNMA, and FNMA in return for mortgage-backed securities issued by those agencies. Sovereign reclassifies the net book balance of the loans sold to such agencies from loans to investment securities held to maturity and available for sale. For those loans sold to the agencies in which Sovereign retains servicing rights, Sovereign allocates the net book balance transferred between servicing rights and investment securities based on their relative fair values. If Sovereign sells the mortgage-backed securities which relate to underlying loans previously held by the Company, the gain or loss on the sale is recorded in mortgage banking revenues in the accompanying consolidated statement of operations. The gain or loss on the sale of all other mortgage backed securities is recorded in gains on investment securities and related derivative transactions on the consolidated statement of operations.

Bank Regulatory Capital

     The Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”) requires institutions regulated by the Office of Thrift Supervision (OTS) to have a minimum leverage capital ratio equal to 3% of tangible assets and 4% of risk-adjusted assets, and a risk-based capital ratio equal to 8% as defined. The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires OTS regulated institutions to have minimum tangible capital equal to 2% of total tangible assets.

     The FDICIA established five capital tiers: well-capitalized, adequately-capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. A depository institution’s capital tier depends upon its capital levels in relation to various relevant capital measures, which include leverage and risk-based capital measures and certain other factors. Depository institutions that are not classified as well-capitalized or adequately-capitalized are subject to various restrictions regarding capital distributions, payment of management fees, acceptance of brokered deposits and other operating activities. At June 30, 2004 and December 31, 2003, Sovereign Bank had met all quantitative thresholds necessary to be classified as well-capitalized under regulatory guidelines.

     Federal banking laws, regulations and policies also limit Sovereign Bank’s ability to pay dividends and make other distributions to Sovereign Bancorp. Sovereign Bank is required to give prior notice to the OTS before paying any dividend. In addition Sovereign Bank must obtain prior OTS approval to declare a dividend or make any other capital distribution if, after such dividend or distribution, Sovereign Bank’s total distributions to Sovereign within that calendar year would exceed 100% of its net income during the year plus retained net income for the prior two years, or if Sovereign Bank is not adequately capitalized at the time. In addition, OTS prior approval would be required if Sovereign Bank’s examination or CRA ratings fall below certain levels or Sovereign Bank is notified by the OTS that it is a problem association or an association in troubled condition. The following schedule summarizes the actual capital balances of Sovereign Bank at June 30, 2004 and December 31, 2003 (in thousands):

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

                                 
            TIER 1   TIER 1   TOTAL
    TANGIBLE   LEVERAGE   RISK-BASED   RISK-BASED
    CAPITAL TO   CAPITAL TO   CAPITAL TO   CAPITAL TO
    TANGIBLE   TANGIBLE   RISK ADJUSTED   RISK ADJUSTED
REGULATORY CAPITAL
  ASSETS
  ASSETS
  ASSETS
  ASSETS
Sovereign Bank at June 30, 2004:
                               
Regulatory capital
  $ 3,244,487     $ 3,244,487     $ 3,189,728     $ 4,334,785  
Minimum capital requirement (1)
    947,336       1,894,672       1,430,662       2,861,324  
 
   
 
     
 
     
 
     
 
 
Excess
  $ 2,297,151     $ 1,349,815     $ 1,759,066     $ 1,473,461  
 
   
 
     
 
     
 
     
 
 
Sovereign Bank capital ratio
    6.85 %     6.85 %     8.92 %     12.12 %
Sovereign Bank at December 31, 2003:
                               
Regulatory capital
  $ 2,814,384     $ 2,814,411     $ 2,732,636     $ 3,852,507  
Minimum capital requirement (1)
    844,968       1,689,936       1,271,468       2,542,937  
 
   
 
     
 
     
 
     
 
 
Excess
  $ 1,969,416     $ 1,124,475     $ 1,461,168     $ 1,309,570  
 
   
 
     
 
     
 
     
 
 
Sovereign Bank capital ratio
    6.66 %     6.66 %     8.60 %     12.12 %

(1)   Minimum capital requirement as defined by OTS Regulations.

     Listed below are capital ratios for Sovereign Bancorp.

                         
    TANGIBLE   TANGIBLE    
    EQUITY TO   EQUITY TO    
    TANGIBLE   TANGIBLE   TIER 1
    ASSETS,   ASSETS,   LEVERAGE
    EXCLUDING   INCLUDING   CAPITAL
REGULATORY CAPITAL
  OCI
  OCI
  RATIO
Capital ratio at June 30, 2004 (1)
    5.28 %     4.83 %     7.13 %
Capital ratio at December 31, 2003 (1)
    4.80 %     4.66 %     5.61 %

(1)   OTS capital regulations do not apply to savings and loan holding companies. These ratios are computed as if those regulations did apply to Sovereign Bancorp.

Liquidity and Capital Resources

     Liquidity represents the ability of Sovereign to obtain cost effective funding to meet the needs of customers, as well as Sovereign’s financial obligations. Sovereign’s primary sources of liquidity include retail deposit gathering, Federal Home Loan Bank (FHLB) borrowings, federal funds purchases, reverse repurchase agreements and wholesale deposit purchases. Other sources of liquidity include asset securitizations, and periodic cash flows from amortizing mortgage backed securities.

     Factors which impact the liquidity position of Sovereign Bank include loan origination volumes, loan prepayment rates, maturity structure of existing loans, core deposit growth levels, CD maturity structure and retention, Sovereign’s credit ratings, general market conditions, investment portfolio cash flows and maturity structure of wholesale funding, etc. These risks are monitored and centrally managed. This process includes reviewing all available wholesale liquidity sources. As of June 30, 2004, Sovereign had $7.4 billion in available overnight liquidity in the form of unused federal funds purchased lines, unused FHLB borrowing capacity and unemcumbered investments to be pledged as collateral for additional borrowings.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Sovereign also forecasts future liquidity needs and develops strategies to ensure that adequate liquidity is available at all times.

     Sovereign Bancorp has the following major sources of funding to meet its liquidity requirements: dividends and returns of investment from its subsidiaries, a revolving credit agreement and access to the capital markets. Sovereign Bank may pay dividends to its parent subject to approval of the OTS, as discussed above. Year-to-date Sovereign Bank has not declared or paid any dividends to Sovereign Bancorp. Sovereign also has $1 billion of availability under a shelf registration statement on file with the Securities and Exchange Commission permitting access to the public debt and equity markets.

     Cash and cash equivalents increased $76.4 million from December 31, 2003. Net cash provided by operating activities was $352.4 million for 2004. Net cash used by investing activities for 2004 was $3.6 billion and consisted primarily of the purchase of investments of $3.9 billion, purchases of loans of $1.6 billion, and the net change in loans other than purchases and sales of $1.3 billion, offset by sales, repayments and maturities of investments of $1.3 billion and proceeds from loan sales of $1.2 billion. Net cash provided by financing activities for 2004 was $3.4 billion, which was primarily due to an increase in borrowings and proceeds from the issuance of the PIERS.

Contractual Obligations and Commercial Commitments

     Sovereign enters into contractual obligations in the normal course of business as a source of funds for its asset growth and its asset/liability management, to fund acquisitions, and to meet required capital needs. These obligations require Sovereign to make cash payments over time as detailed in the table below.

Contractual Obligations
(in thousands of dollars)

                                         
    Payments Due by Period
            Less than   Over 1 yr   Over 3 yrs   Over
    Total
  1 year
  to 3 yrs
  to 5 yrs
  5 yrs
FHLB advances (1)
  $ 10,399,338     $ 4,577,477     $ 1,097,550     $ 658,448     $ 4,065,863  
Securities sold under repurchase agreements (1)
    1,885,762       1,238,994       646,768              
Fed Funds (1)
    315,339       315,339                    
Other debt obligations (1)
    3,932,042       183,681       780,738       952,475       2,015,148  
Junior subordinated debentures due to Capital Trust entities (1)(2)
    2,752,888       58,527       121,332       120,968       2,452,061  
Certificates of deposit (1)
    6,431,874       4,358,534       1,178,210       309,236       585,894  
Investment partnership commitments (3)
    40,715       35,504       3,796       1,289       126  
Business acquisitions
    280,214       280,214                    
Operating leases
    699,869       103,361       236,078       86,450       273,980  
 
   
 
     
 
     
 
     
 
     
 
 
Total contractual cash Obligations
  $ 26,738,041     $ 11,151,631     $ 4,064,472     $ 2,128,866     $ 9,393,072  
 
   
 
     
 
     
 
     
 
     
 
 

(1)   Includes interest on both fixed and variable rate obligations. The interest associated with variable rate obligations is based upon interest rates in effect at June 30, 2004. The contractual amounts to be paid on variable rate obligations are affected by changes in market interest rates. Future changes in market interest rates could materially affect the contractual amounts to be paid.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

(2)   Excludes unamortized premiums or discounts.
 
(3)   The commitments to fund investment partnerships represent future cash outlays for the construction and development of properties for low-income housing, and historic tax credit projects. The timing and amounts of these commitments are projected based upon the financing arrangements provided in each project’s partnership or operating agreement, and could change due to variances in the construction schedule, project revisions, or the cancellation of the project.

     Excluded from the above table are deposits of $22.8 billion that are due on demand by customers.

     Certain of Sovereign’s contractual obligations require Sovereign to maintain certain financial ratios and to maintain a “well capitalized” regulatory status. Sovereign has complied with these covenants as of June 30, 2004 and expects to be in compliance with these covenants for the foreseeable future. However, if in the future Sovereign is not in compliance with these ratios or is deemed to be other than well capitalized by the OTS, and is unable to obtain a waiver from its lenders, the senior notes would be in default and callable by Sovereign’s lenders. Due to cross-default provisions in certain of Sovereign’s debt agreements, if more than 25 percent of Sovereign’s debt is in default, Sovereign’s senior notes and the full amount of the senior secured credit facility then outstanding will become due in full.

     Sovereign is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, standby letters of credit, loans sold with recourse, forward contracts and interest rate swaps, caps and floors. These financial instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of these financial instruments reflect the extent of involvement Sovereign has in particular classes of financial instruments. Commitments to extend credit, including standby letters of credit, do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.

     Sovereign’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. Sovereign uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. For interest rate swaps, caps and floors and forward contracts, the contract or notional amounts do not represent exposure to credit loss. Sovereign controls the credit risk of its interest rate swaps, caps and floors and forward contracts through credit approvals, limits and monitoring procedures.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

Amount of Commitment Expiration Per Period

                                         
    Total                
Other Commercial   Amounts   Less than   Over 1 yr   Over 3 yrs    
Commitments
  Committed
  1 year
  to 3 yrs
  to 5 yrs
  Over 5 yrs
(in thousands of dollars)                                        
Commitments to extend credit
  $ 9,959,128     $ 5,492,292     $ 1,618,923     $ 539,408     $ 2,308,505  
Standby letters of credit
    1,587,489       541,820       459,028       579,500       7,141  
Loans sold with recourse
    9,251                         9,251  
Forward buy commitments
    380,632       380,632                    
 
   
 
     
 
     
 
     
 
     
 
 
Total commercial commitments
  $ 11,936,500     $ 6,414,744     $ 2,077,951     $ 1,118,908     $ 2,324,897  
 
   
 
     
 
     
 
     
 
     
 
 

     Sovereign’s standby letters of credit meet the definition of a guarantee under FIN 45. These transactions are conditional commitments issued by Sovereign to guarantee the performance of a customer to a third party. The guarantees are primarily issued to support public and private borrowing arrangements. The weighted average term of these commitments is 2.2 years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. In the event of a draw by the beneficiary that complies with the terms of the letter of credit, Sovereign would be required to honor the commitment. Sovereign has various forms of collateral, such as real estate assets and customer business assets. The maximum undiscounted exposure related to these commitments at June 30, 2004 was $1.6 billion, and the approximate value of the underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $1.4 billion. The fees related to standby letters of credit are deferred and amortized over the life of the commitment. These fees are immaterial to Sovereign’s financial statements at June 30, 2004. We believe that the utilization rate of these letters of credit will continue to be substantially less than the amount of these commitments, as has been our experience to date.

Asset and Liability Management

     Interest rate risk arises primarily through Sovereign’s traditional business activities of extending loans and accepting deposits. Many factors, including economic and financial conditions, movements in market interest rates and consumer preferences, affect the spread between interest earned on assets and interest paid on liabilities. In managing its interest rate risk, the Company seeks to minimize the variability of net interest income across various likely scenarios while at the same time maximizing its net interest income and net interest margin. To achieve these objectives, the treasury group works closely with each business line in the Company and guides new business. The treasury group also uses various other tools to manage interest rate risk including wholesale funding maturity targeting, investment portfolio purchase strategies, asset securitization/sale, and financial derivatives.

     Interest rate risk is managed centrally by the treasury group with oversight by the Asset and Liability Committee. Management reviews various forms of analysis to monitor interest rate risk including net interest income sensitivity, market value sensitivity, repricing frequency of assets versus liabilities and scenario analysis. Numerous assumptions are made to produce these analyses including, but not limited to, assumptions on new business volumes, loan and investment prepayment rates, deposit flows, interest rate curves, economic conditions, and competitor pricing.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

     Sovereign simulates the impact of changing interest rates on its expected future interest income and interest expense (net interest income sensitivity). This simulation is run monthly and it includes up to twelve different stress scenarios. These scenarios shift interest rates up and down. Certain other scenarios shift short-term rates up while holding longer-term rates constant and vice versa. This scenario analysis helps management to better understand its short-term interest rate risk and is used to develop proactive strategies to ensure that Sovereign is not overly sensitive to the future direction of interest rates. At June 30, 2004 and December 31, 2003, the general level of interest rates represented a unique economic environment in which several of Sovereign’s declining interest rate simulation scenarios would not apply. At June 30, 2004, if interest rates dropped in parallel 100 basis points, Sovereign estimates that net interest income would fall 4.1%. Alternatively, if interest rates rose in parallel 200 basis points, estimated net interest income would increase 3.8%.

     Sovereign also monitors the relative repricing sensitivities of its assets versus its liabilities. Management attempts to keep assets and liabilities in balance so that when interest rates do change, the net interest income of Sovereign will not experience any significant short-term volatility as a result of assets repricing more quickly than liabilities or vice versa. As of June 30, 2004, the one year cumulative gap was .2%, compared to 3% at December 31, 2003 indicating Sovereign could benefit from rising rates.

     Finally, Sovereign calculates the market value of its balance sheet including all assets, liabilities and hedges. This market value analysis is very useful because it measures the present value of all estimated future interest income and interest expense cash flows of the Company. Net Portfolio Value (NPV) is used to assess long-term interest rate risk. A higher NPV ratio indicates lower long-term interest rate risk and a more valuable franchise. As of June 30, 2004, the NPV as a percentage of the present value of assets was 9.85% as compared to 8.15% at December 31, 2003. Management reviews the sensitivity of NPV to changes in interest rates. As of June 30, 2004, a 200 basis point rise in interest rates would decrease the NPV ratio by 0.65% as compared to 1.25% at December 31, 2003 and a 100 basis point decline in interest rates would decrease the NPV ratio by 0.13% as compared to 0.79% at December 31, 2003.

     Because the assumptions used are inherently uncertain, Sovereign cannot precisely predict the effect of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, the difference between actual experience and the assumed volume and characteristics of new business and behavior of existing positions, and changes in market conditions and management strategies, among other factors.

     Sovereign enters into hedging transactions that involve interest rate exchange agreements (swaps, caps, and floors) and forward sale or purchase commitments for interest rate risk management purposes. Sovereign’s objective in managing its interest rate risk is to provide sustainable levels of net interest income while limiting the impact that changes in interest rates have on net interest income.

     At June 30, 2004, Sovereign was party to interest rate swaps to convert fixed rate assets and liabilities to variable rate assets and liabilities and vice versa. Sovereign utilizes interest rate swaps that have a high degree of correlation to the related financial instrument.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Continued)

     As part of its overall business strategy, Sovereign originates fixed rate residential mortgages. It sells the majority of these loans to FHLMC, FNMA, and private investors. The loans are exchanged for cash or marketable fixed rate mortgage-backed securities which are generally sold. This helps insulate Sovereign from the interest rate risk associated with these fixed rate assets. Sovereign uses forward sales, cash sales and options on mortgage-backed securities as a means of hedging against changes in interest rate on the mortgages that are originated for sale and on interest rate lock commitments.

     To accommodate customer needs, Sovereign enters into customer-related financial derivative transactions primarily consisting of interest rate swaps, caps, and floors. Risk exposure from customer positions is managed through transactions with other dealers.

     Through the Company’s capital markets, mortgage-banking and precious metals activities, it is subject to trading risk. The Company employs various tools to measure and manage price risk in its trading portfolios. In addition, the Board of Directors has established certain limits relative to positions and activities. The level of price risk exposure at any given point in time depends on the market environment and expectations of future price and market movements, and will vary from period to period.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Incorporated by reference from Part I, Item 2. “Management’s Discussion and Analysis of Results of Operations and Financial Condition — Asset and Liability Management” hereof.

Item 4. Controls and Procedures

     An evaluation was performed under the supervision and the participation of the Company’s management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15. Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2004. There has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended June 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

Items 1 is not applicable.

Item 2 – Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

The table below summarizes the Company’s repurchases of common equity securities during the quarter ended June 30, 2004:

                                 
            Average   Total Number of   Maximum Number of
    Total   Price   Shares Purchased as   Shares that may be
    Number of   Paid   Part of Publicly   Purchased Under to
    Shares   Per   Announced Plans or   the Plans or
Period
  Purchased
  Share
  Programs (1)
  Programs (1)
4/2/04 through 4/30/04
  None   None   Not Applicable     5,000,000  
5/3/04 through 5/28/04
    49,426     $ 20.33     Not Applicable     5,000,000  
6/1/04 through 6/30/04
  None   None   Not Applicable     5,000,000  

(1) Sovereign has a stock repurchase program in effect that would allow the Company to repurchase 5 million shares of common stock. No purchases have been made to date under this repurchase program as of June 30, 2004. Sovereign does occasionally repurchase its common securities on the open market to fund equity compensation plans for its employees. Additionally, Sovereign repurchases its shares from employees who surrender a portion of their shares received through the Company’s stock based compensation plans to cover their associated income tax liabilities.

Item 3 is not applicable or the response is negative.

Item 4 - Submission of Matters to a Vote of Security Holders

     The 2004 annual meeting of the shareholders of Sovereign Bancorp, Inc. was held on April 22, 2004. The following is a brief description of each matter voted on at the meeting.

                                             
        SHARES
                                BROKER
    PROPOSAL
  FOR
  AGAINST
  WITHHELD
  ABSTENTIONS
  NON-VOTES
1.
  To elect two (2) Class II directors of Sovereign, each to serve for a term of three years and until their successors shall have been elected and qualified:                                        
  Andrew C. Hove, Jr.     219,499,320       N/A       56,983,681       N/A       N/A  
  Daniel K. Rothermel     218,901,617       N/A       57,581,384       N/A       N/A  
2.
  To ratify the appointment by the Audit Committee of Sovereign’s Board of Directors of Ernst & Young LLP as Sovereign’s independent auditors for the fiscal year ending December 31, 2004     268,746,109       7,011,830       N/A       725,067       N/A  
3.
  To approve an amendment to Sovereign’s articles of incorporation to increase the number of authorized shares of common stock from 400 million to 800 million shares     255,296,888       20,381,421       N/A       804,682       65,913,843  
4.
  To approve the Sovereign Bancorp, Inc. 2004 Broad-Based Stock Incentive Plan and the continuation of the Sovereign Bancorp, Inc. Employee Stock Purchase Plan     149,298,709       59,337,639       N/A       1,932,810       65,913,843  
5.
  To approve the Sovereign Bancorp, Inc. Bonus Recognition and Retention program     135,086,933       73,241,786       N/A       2,240,436       65,913,843  

Item 5 is not applicable or the response is negative.

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Item 6 – Exhibits and Reports on Form 8-K.

  (a)   Exhibits

     
(3.1)
  Articles of Incorporation, as amended and restated, of Sovereign Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Sovereign’s S-8 SEC file #333-117621) filed July 23, 2004.
 
   
(3.2)
  ByLaws of Sovereign Bancorp, Inc., as amended and restated as of August 14, 2002 (Incorporated by reference to Exhibit 3.2 to Sovereign’s S-8 SEC file # 333-117621), filed June 24, 2004.
 
   
(31.1)
  Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(31.2)
  Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(32.1)
  Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
(32.2)
  Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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(b) Reports on Form 8-K

On April 8, 2004, the Company filed a current report on Form 8-K dated April 7, 2004, reporting information under Item 7 and 12.

On April 13, 2004, the Company filed a current report on Form 8-K dated April 12, 2004, reporting information under Item 5 and 7.

On April 21, 2004, the Company filed a current report on Form 8-K dated April 20, 2004, reporting information under Item 7 and 12.

On May 5, 2004, the Company filed a current report on Form 8-K dated May 5, 2004, reporting information under Item 7 and 9.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
  SOVEREIGN BANCORP, INC.
  (Registrant)
     
Date August 9, 2004    /s/ Jay S. Sidhu

  Jay S. Sidhu, Chairman,
  Chief Executive Officer and President
  (Authorized Officer)
     
Date August 9, 2004   /s/ James D. Hogan
   
  James D. Hogan
  Chief Financial Officer

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SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

EXHIBITS INDEX

     
(3.1)
  Articles of Incorporation, as amended and restated, of Sovereign Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Sovereign’s S-8 SEC file #333-117621) filed July 23, 2004.
 
   
(3.2)
  ByLaws of Sovereign Bancorp, Inc., as amended and restated as of August 14, 2002 (Incorporated by reference to Exhibit 3.2 to Sovereign’s S-8 SEC file # 333-117621), filed June 24, 2004.
 
   
(31.1)
  Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(31.2)
  Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
(31.1)
  Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
(32.2)
  Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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