SOVEREIGN BANCORP INC - 10-Q Quarterly Report

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 September 30, 2004


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 o.

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

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 October 29, 2004

Common Stock (no par value)		345,197,978 shares

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;

• 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;

FORWARD LOOKING STATEMENTS
(continued)

• anticipated acquisitions may not close on the expected closing date or may not close at all;

• 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;

• armed conflicts involving the United States military;

• regulatory or judicial proceedings;

• changes in asset quality;

• We believe that we currently have adequate internal controls but we are still exposed to potential risks resulting from new requirements that we evaluate disclosure controls under Section 404 of the Sarbanes-Oxley Act of 2002. We are evaluating our internal controls in order to allow management to report on, and our independent auditors to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002. If we are not able to timely comply with the requirements set forth in Section 404, we might be subject to sanctions or investigation by regulatory authorities. Any such action could adversely affect our business and financial results;

• In addition, if Sovereign acquires companies with weak internal controls, it will take time to get the acquired company up to the same level of operating effectiveness as Sovereign’s internal control structure. The Company’s inability to address these risks could negatively affect the Company’s operating results; 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30,			December 31,
	2004			2003
	(in thousands, except share data)
ASSETS
Cash and amounts due from depository institutions	$	1,266,044		$	950,302
Investment securities:
Available-for-sale		10,111,845			10,102,619
Held-to-maturity		4,027,472			2,516,352
Loans (including loans held for sale of $73,727 and $137,154 at September 30, 2004 and December 31, 2003, respectively)		35,261,701			26,148,659
Allowance for loan losses		(406,612	)		(327,894	)

Net loans		34,855,089			25,820,765

Premises and equipment		352,089			273,278
Accrued interest receivable		225,918			190,714
Goodwill		2,103,158			1,027,292
Core deposit intangibles, net of accumulated amortization of $427,889 and $372,924 at September 30, 2004 and December 31, 2003		304,754			268,759
Bank owned life insurance		879,189			801,535
Other assets		1,629,450			1,553,713

TOTAL ASSETS	$	55,755,008		$	43,505,329

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits and other customer accounts	$	33,101,678		$	27,344,008
Borrowings and other debt obligations		16,919,164			12,197,603
Advance payments by borrowers for taxes and insurance		23,894			17,966
Other liabilities		691,432			483,210

TOTAL LIABILITIES		50,736,168			40,042,787

Minority interests		203,488			202,136

STOCKHOLDERS’ EQUITY
Common stock; no par value; 800,000,000 shares authorized; 349,822,052 shares issued at September 30, 2004 and 400,000,000 shares authorized and 298,111,799 shares issued at December 31, 2003		2,934,733			1,892,126
Warrants and employee stock options issued		318,874			13,944
Unallocated common stock held by the Employee Stock Ownership Plan at cost; 3,550,268 shares at September 30, 2004 and 3,550,268 shares at December 31, 2003		(26,078	)		(26,078	)
Treasury stock at cost; 1,213,830 shares at September 30, 2004 and 1,450,668 shares at December 31, 2003		(19,767	)		(21,927	)
Accumulated other comprehensive loss		(136,645	)		(52,924	)
Retained earnings		1,744,235			1,455,265

TOTAL STOCKHOLDERS’ EQUITY		4,815,352			3,260,406

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	55,755,008		$	43,505,329

See accompanying notes to consolidated financial statements.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three-Month Period					Nine-Month Period
	Ended September 30,					Ended September 30,
	2004			2003		2004		2003
				(in thousands, except
				per share data)
INTEREST INCOME:
Interest-earning deposits	$	1,505		$	539	$	3,013	$	1,756
Investment securities:
Available-for-sale		124,803			132,211		398,526		439,910
Held-to-maturity		46,470			5,958		107,168		21,981
Interest on loans		412,771			325,062		1,091,249		990,800

TOTAL INTEREST INCOME		585,549			463,770		1,599,956		1,454,447

INTEREST EXPENSE:
Deposits and customer accounts		83,160			73,488		211,314		252,042
Borrowings and other debt obligations		139,439			102,990		370,837		305,256

TOTAL INTEREST EXPENSE		222,599			176,478		582,151		557,298

NET INTEREST INCOME		362,950			287,292		1,017,805		897,149
Provision for loan losses		25,000			36,600		100,000		121,957

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		337,950			250,692		917,805		775,192

NON-INTEREST INCOME:
Consumer banking fees		62,771			53,531		174,828		155,041
Commercial banking fees		31,757			27,197		90,994		79,207
Net mortgage banking revenues		(4,080	)		17,458		17,783		34,293
Capital markets revenue		3,409			5,389		13,395		22,200
Bank owned life insurance		9,922			12,080		29,136		32,528
Miscellaneous income		4,498			3,861		15,441		11,095

TOTAL FEES AND OTHER INCOME		108,277			119,516		341,577		334,364
Net gain on investment securities		20,247			18,848		38,957		55,825

TOTAL NON-INTEREST INCOME		128,524			138,364		380,534		390,189

GENERAL AND ADMINISTRATIVE EXPENSES:
Compensation and benefits		114,871			97,788		324,175		290,436
Occupancy and equipment expenses		54,976			52,838		161,452		157,324
Technology expense		18,935			18,652		55,873		53,887
Outside services		14,332			12,192		39,414		39,288
Marketing expense		11,983			9,218		33,434		30,439
Other administrative expenses		22,583			20,132		71,062		63,361

TOTAL GENERAL AND ADMINISTRATIVE EXPENSES		237,680			210,820		685,410		634,735

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 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		—			—		—			—			—			—			316,123			316,123
Change in unrealized gain/loss, net of tax:
Investment securities available for sale		—			—		—			—			—			(96,947	)		—			(96,947	)
Cash flow hedge derivative financial instruments		—			—		—			—			—			13,226			—			13,226

Total comprehensive income																						232,402
Stock and stock options issued in connection with business acquisitions		48,949			997,246		35,130			—			1,180			—			—			1,033,556
Issuance of warrants in connection with PIERS offering		—			—		285,435			—			—			—			—			285,435
Stock issued in connection with employee benefit and incentive compensation plans		3,303			45,361		(18,901	)		—			7,518			—			—			33,978
Employee stock options issued		—			—		3,266			—			—			—			—			3,266
Dividends paid on common stock		—			—		—			—			—			—			(27,153	)		(27,153	)
Stock repurchased		(305	)		—		—			—			(6,538	)		—			—			(6,538	)

Balance, September 30, 2004		345,058		$	2,934,733	$	318,874		$	(26,078	)	$	(19,767	)	$	(136,645	)	$	1,744,235		$	4,815,352

See accompanying notes to consolidated financial statements.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine-Month Period
	Ended September 30,
	2004			2003
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITES:
Net income	$	316,123		$	289,264
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisitions:
Provision for loan losses		100,000			121,957
Depreciation and amortization		120,439			121,086
Net amortization of premium/discount on investment securities and loan premiums		39,795			19,105
Gain on sale of investment securities		(38,957	)		(55,825	)
Net loss on real estate owned and fixed assets		(203	)		1,578
Loss on debt extinguishments		63,261			29,838
Stock-based compensation		16,769			12,384
Net change in:
Loans held for sale		63,427			(6,629	)
Accrued interest receivable		(9,328	)		(353	)
Other assets and bank owned life insurance		(190,642	)		(105,809	)
Other liabilities		110,258			53,138

Net cash provided by operating activities		590,942			479,734

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities:
Available-for-sale		3,076,479			2,059,904
Proceeds from repayments and maturities of investment securities:
Available-for-sale		1,539,047			4,066,809
Held-to-maturity		332,198			220,011
Net change in FHLB stock		(149,540	)		(43,678	)
Purchases of available-for-sale investment securities		(4,902,275	)		(6,503,210	)
Purchases of held-to-maturity investment securities		(447,099	)		(40	)
Proceeds from sales of loans		1,713,895			3,284,699
Purchase of loans		(3,474,299	)		(2,747,534	)
Net change in loans other than purchases and sales		(2,096,968	)		(1,930,767	)
Proceeds from sales of premises and equipment		10,869			3,573
Purchases of premises and equipment		(70,285	)		(33,768	)
Proceeds from sales of real estate owned		9,126			10,293
Cash used for acquisitions, net of cash acquired		(231,269	)		—

Net cash used in investing activities		(4,690,121	)		(1,613,708	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits and other customer accounts		844,681			665,746
Net increase in borrowings		3,064,266			130,835
Proceeds from senior secured credit facility and senior and subordinated notes		997,710			1,262,925
Proceeds from issuance of Contingent Convertible Trust Preferred Equity Income Redeemable Securities and warrants		285,435			—
Repayments of senior secured credit facility and senior and subordinated notes		(773,360	)		(889,640	)
Net increase in advance payments by borrowers for taxes and insurance		4,910			(2,755	)
Purchase of Trust Preferred Securities		—			(188,427	)
Cash dividends paid to stockholders		(27,153	)		(20,677	)
Proceeds from issuance of common stock		24,394			12,828
Purchase of shares for ESOP		—			(7,152	)
Proceeds from the exercise of warrants		—			187,591
Other net changes in treasury stock		(5,962	)		(18,217	)

Net cash provided by financing activities		4,414,921			1,133,057

Net change in cash and cash equivalents		315,742			(917	)
Cash and cash equivalents at beginning of period		950,302			972,614

Cash and cash equivalents at end of period	$	1,266,044		$	971,697

Supplemental Disclosures:
Income taxes paid	$	31,964		$	93,673
Interest paid	$	567,167		$	548,929

Non cash transactions: During the second quarter of 2004, Sovereign reclassified $1.4 billion of investments from the available for sale category to held to maturity. 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. On July 23, 2004, Sovereign Bancorp, Inc. issued 36,176,376 shares in partial consideration in for the acquisition of Seacoast Financial Services Corporation (“Seacoast”). See Note 14 for additional discussion.

See accompanying notes to consolidated financial statements.

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.

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.

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						Nine-Month Period
	Ended September 30,						Ended September 30,
	2004			2003			2004			2003
Net income as reported	$	82,542		$	109,233		$	316,123		$	289,264
Add: Stock-option expense included in net income, net of tax		276			675			2,124			2,403
Deduct: Total stock-option compensation expense, net of tax		(288	)		(801	)		(2,286	)		(2,864	)

Pro-forma net income		82,530			109,107			315,961			288,803

Basic earnings per share	$	0.25		$	0.37		$	1.01		$	1.06
Diluted earnings per share	$	0.24		$	0.37		$	0.99		$	1.01
Pro-forma basic earnings per share	$	0.25		$	0.37		$	1.01		$	1.06
Pro-forma diluted earnings per share	$	0.24		$	0.37		$	0.99		$	1.00

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(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 September 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. Beginning in the fourth quarter of 2004 due to a change in accounting, we will include such shares in our diluted share calculation. See Note 12 for additional details.

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


	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2004		2003		2004		2003
CALCULATION OF INCOME FOR BASIC AND DILUTED EPS:
Net income	$	82,542	$	109,233	$	316,123	$	289,264

WEIGHTED AVERAGE SHARES OUTSTANDING:
Weighted average basic shares		335,603		292,169		314,365		272,114
Dilutive effect of:
Warrants		—		—		—		11,557
Stock options		6,097		4,982		5,886		4,022

Weighted average diluted shares		341,700		297,151		320,251		287,693

EARNINGS PER SHARE:
Basic	$	0.25	$	0.37	$	1.01	$	1.06
Diluted	$	0.24	$	0.37	$	0.99	$	1.01

(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:


	September 30, 2004
	Amortized		Unrealized		Unrealized		Fair
	Cost		Appreciation		Depreciation		Value
Investment Securities:
U.S. Treasury and government agency securities	$	142,047	$	534	$	240	$	142,341
Corporate debt and asset-backed securities		267,792		17,499		—		285,291
Equity securities (1)		1,811,691		999		40,619		1,772,071
State and municipal securities		27,450		6,837		1,618		32,669
Mortgage-backed securities:
U.S. government agencies		5,868,636		22,178		23,216		5,867,598
Non-agencies		2,016,391		5,953		10,469		2,011,875

Total investment securities available-for- sale	$	10,134,007	$	54,000	$	76,162	$	10,111,845

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(3) INVESTMENT SECURITIES AVAILABLE-FOR-SALE (continued)


	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 $7.7 billion and $5.6 billion were pledged as collateral for borrowings, interest rate protection agreements and certain deposits at September 30, 2004 and December 31, 2003, respectively.

(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:


	September 30, 2004
	Amortized		Unrealized		Unrealized		Fair
	Cost		Appreciation		Depreciation		Value
Investment Securities:
U.S. Treasury and government agency securities	$	13,084	$	118	$	2	$	13,200
Corporate debt and asset- backed securities		37,884		48		—		37,932
State and municipal securities		824,698		8,855		9,796		823,757
Mortgage-backed securities:
U.S. government agencies		2,140,493		13,334		31,902		2,121,925
Non-agencies		1,011,313		4,197		5,820		1,009,690

Total investment securities held-to-maturity	$	4,027,472	$	26,552	$	47,520	$	4,006,504

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(4) INVESTMENT SECURITIES HELD-TO-MATURITY (continued)


	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 September 30, 2004 (in thousands):


	At September 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	$	65,289	$	242	$	—	$	—	$	65,289	$	242
Corporate debt and asset backed securities		17		—		—		—		17		—
Equity securities		753,985		39,436		14,906		1,183		768,891		40,619
State and municipal securities		320,075		11,414		—		—		320,075		11,414
Mortgage-backed Securities:
U.S. government agencies		4,579,935		55,118		—		—		4,579,935		55,118
Non-agencies		1,661,359		16,289		—		—		1,661,359		16,289

Total investment securities available for sale and held to maturity	$	7,380,660	$	122,499	$	14,906	$	1,183	$	7,395,566	$	123,682

As of September 30, 2004, management has concluded that the unrealized losses in 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, up to and including maturity, to recover the amortized cost.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(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:


	September 30, 2004					December 31, 2003
	Amount		Percent			Amount		Percent
Commercial real estate loans(1)	$	5,800,536		16.4	%	$	4,702,046		18.0	%
Commercial and industrial loans(2)		7,645,199		21.7			6,361,640		24.3

Total Commercial Loans		13,445,735		38.1			11,063,686		42.3

Home equity loans		8,988,139		25.5			6,457,682		24.7
Auto loans		4,340,487		12.3			3,240,383		12.4
Other		528,366		1.5			312,224		1.2

Total Consumer Loans		13,856,992		39.3			10,010,289		38.3

Residential Real Estate Loans		7,958,974		22.6			5,074,684		19.4

Total Loans (3)	$	35,261,701		100.0	%	$	26,148,659		100.0	%

Total Loans with:
Fixed rate	$	20,373,320		57.8	%	$	15,171,129		58.0	%
Variable rate		14,888,381		42.2			10,977,530		42.0

Total Loans (3)	$	35,261,701		100.0	%	$	26,148,659		100.0	%

(1) Includes multifamily loans of $366.3 million and $348.6 million at September 30, 2004 and December 31, 2003, respectively.

(2) Includes automotive floor plan loans of $808.4 million and $614.4 million at September 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 $245.7 million and $159.8 million at September 30, 2004 and December 31, 2003, respectively. Loans pledged as collateral totaled $11.9 billion and $11.5 billion at September 30, 2004 and December 31, 2003, respectively.

Loans to related parties include loans made to certain officers, directors and their affiliated interests. These loans were made on terms similar to non-related parties. The following table discloses the changes in Sovereign’s related party loan balances since December 31, 2003. The reason for the increase since year-end is due to increases associated with a recently added director who joined the Sovereign Bank Board of Directors from Seacoast.


Related party loans at December 31, 2003	$	27,318
Loans fundings		67,273
Loan repayments and loan sales		(19,584	)

Related party loan balance at September 30, 2004		75,007

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(6) DEPOSIT PORTFOLIO COMPOSITION

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


	September 30, 2004								December 31, 2003
						Weighted								Weighted
						Average								Average
Account Type	Amount		Percent			Rate			Amount		Percent			Rate
Demand deposit accounts	$	5,072,090		15.3	%		—	%	$	4,306,376		15.7	%		—	%
NOW accounts		7,748,012		23.4			1.00			6,068,163		22.2			0.63
Customer repurchase agreements		848,890		2.6			1.31			1,017,544		3.7			0.64
Savings accounts		3,667,116		11.1			0.55			3,098,892		11.3			0.56
Money market accounts		8,407,688		25.4			1.18			6,843,131		25.0			0.95
Certificates of deposit		7,357,882		22.2			2.04			6,009,902		22.1			2.40

Total Deposits	$	33,101,678		100	%		1.08	%	$	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:


	September 30, 2004					December 31, 2003
			Effective					Effective
	Balance		Rate			Balance		Rate
Sovereign Bank borrowings and other debt obligations:
Securities sold under repurchase agreements	$	2,114,460		3.01	%	$	1,793,391		1.13	%
Fed funds purchased		692,139		1.75			400,000		0.97
FHLB advances		10,553,851		3.18			6,755,330		3.55
Asset-backed floating rate notes and secured financings		1,571,000		0.44			1,571,074		(0.16	)
Subordinated notes		783,854		3.51			775,266		3.01
Holding company borrowings and other debt obligations:
Senior secured credit facility		50,000		2.94			50,000		2.67
Senior notes		299,425		2.08			595,790		7.95
Junior subordinated debentures due to Capital Trust Entities		854,435		7.07			256,752		5.79

Total borrowing and other debt obligations	$	16,919,164		3.04	%	$	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:

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(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 third quarter of 2004, Sovereign redeemed $500 million of 10.50% Senior Notes incurring a debt extinguishment charge (net of hedge termination gains of $15.1 million) of $65.6 million ($42.6 million net of tax). Sovereign funded this redemption with cash on hand and a new two year Senior Note issuance of $300 million due September 2006 at a floating rate of three-month Libor plus 33 basis points.

(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 nine-months ended September 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 nine-months ended September 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 nine-months ended September 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 September 30, 2004, Sovereign expects approximately $44.0 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(8) DERIVATIVES (continued)

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.

Shown below is a summary of the derivatives designated as hedges under SFAS No. 133 at September 30, 2004 and December 31, 2003:


										Weighted Average
	Notional						Receive			Pay			Life
	Amount		Asset		Liability		Rate			Rate			(Years)
September 30, 2004
Fair value hedges:
Receive fixed – pay variable interest rate swaps	$	1,773,590	$	—	$	13,611		4.74	%		2.37	%		5.9
Cash flow hedges:
Pay fixed – receive floating interest rate swaps		4,000,000		—		27,240		1.90	%		3.61	%		2.8

Total derivatives used in SFAS 133 hedging relationships	$	5,773,590	$	—	$	40,851		2.77	%		3.23	%		3.8

December 31, 2003
Fair value hedges:
Receive fixed – pay variable interest rate swaps	$	1,403,590	$	3,109	$	—		7.04	%		3.59	%		6.2
Cash flow hedges:
Pay fixed – receive floating interest rate swaps		650,000		—		36,404		1.15	%		5.44	%		1.6
Forward starting swap		100,000		5,085		—		1.15	%		3.93	%		6.8

Total derivatives used in SFAS 133 hedging relationships	$	2,153,590	$	8,194	$	36,404		4.99	%		4.16	%		4.8

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(8) DERIVATIVES (continued)

Summary information regarding other derivative activities at September 30, 2004 and December 31, 2003 follows (in thousands):


	September 30,			December 31,
	2004			2003
	Net Asset			Net Asset
	(Liability)			(Liability)
Mortgage banking derivatives:
Forward commitments
To sell loans	$	(892	)	$	(1,863	)
Interest rate lock commitments		228			951

Total mortgage banking risk management		(664	)		(912	)
Swaps receive fixed		66,459			83,267
Swaps pay fixed		(46,282	)		(61,192	)

Net Customer related interest rate swaps		20,177			22,075
Foreign exchange		156			(50	)

Total activity	$	19,669		$	21,113

The following financial statement line items were impacted by Sovereign’s derivative activity as of, and for the nine months ended, September 30, 2004:


		Income Statement
	Balance Sheet Effect	Effect For The Nine
	at	Months Ended
Derivative Activity	September 30, 2004	September 30, 2004
Fair value hedges:
Receive fixed-pay variable interest rate swaps	Decrease to borrowings and other assets of $16.5 million, and $13.6 million, respectively and an increase to CDs of $2.9 million.	Resulted in a reduction of interest expense of $36.1 million.

Cash flow hedges:

Pay fixed-receive floating interest rate swaps	Decrease to shareholders’ equity of $17.7 million and an increase to deferred taxes and other liabilities of $9.5 million and $27.2 million, respectively.	Resulted in an increase in interest expense of $25.9 million.

Forward commitments

To sell loans	Increase to other liabilities of $0.9 million.	Increase to mortgage banking revenues of $1.0 million.

Interest rate lock commitments	Increase to mortgage loans of $0.2 million.	Decrease to mortgage banking revenues of $0.7 million

Customer Related Interest Rate Swaps	Increase to other assets of $75.8 million and increase of $55.6 million to other liabilities.	Decrease in capital markets revenue of $1.9 million.

Foreign exchange	Increase to other assets of $0.2 million	Increase to commercial banking revenues of $0.2 million

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(8) DERIVATIVES (continued)

The following financial statement line items were impacted by Sovereign’s derivative activity as of, December 31, 2003 and for the nine-months ended September 30, 2003:


	Balance Sheet Effect
	at	Income Statement Effect For The Nine
Derivative Activity	December 31, 2003	Months Ended September 30, 2003
Fair value hedges:
Receive fixed-pay variable interest rate swaps	Decrease to borrowings, CDs, and other assets of $2 million, $1.1 million and $3.1 million, respectively	Resulted in a reduction of interest expense of $18.5 million

Cash flow hedges:

Pay fixed-receive floating interest rate swaps	Decrease to shareholders’ equity of $23.7 million and an increase to deferred taxes and other liabilities of $12.7 million and $36.4 million, respectively	Resulted in an increase in interest expense of $53.9 million

Forward starting swap	Increase to other assets and shareholders’ equity of $5.1 million and $3.3 million, respectively, and a decrease to deferred taxes of $1.8 million	N/A

Forward commitments

To sell loans	Increase to other liabilities of $1.9 million	Increase to mortgage banking revenues of $2.7 million.

Interest rate lock commitments	Increase to mortgage loans of $1 million	Decrease to mortgage banking revenues of $2.7 million

Net Customer Related Swaps	Increase to other assets of $90.2 million and an increase to other liabilities of $68.1 million, for a net asset of $22.1 million	Increase in capital markets revenue of $5.3 million

Foreign exchange	Decrease to other assets of $0.05 million	Decrease to commercial banking revenues of $1.0 million

Net interest income resulting from interest rate exchange agreements included $28.9 million and $76.5 million of income and $32.0 million and $80.4 million of expense for the three month and nine-month periods ended September 30, 2004, respectively, compared with $20.7 million and $57.0 million of income and $29.5 million and $93.7 million of expense for the corresponding periods in the prior year.

Net gains (losses) generated from mortgage banking derivative transactions is included in mortgage banking revenues on the income statement and totaled losses of $0.1 million and $1.9 million, respectively for the three and nine-months ended September 30, 2004 compared with losses of $14.1 million and $6.2 million, respectively for the three and nine-months ended September 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 $4.0 million, respectively for the three and nine-months ended September 30, 2004, compared with $2.3 million and $7.7 million, respectively for the three and nine-months ended September 30, 2003.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(9) COMPREHENSIVE INCOME

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


	Three-Month Period						Nine-Month Period
	Ended September 30,						Ended September 30,
	2004			2003			2004			2003
Net income	$	82,542		$	109,233		$	316,123		$	289,264
Change in accumulated losses on cash flow hedge derivative financial instruments, net of tax		(6,257	)		23,712			4,057			19,586
Change in unrealized gains on investment securities available-for-sale, net of tax		102,194			(81,175	)		(71,625	)		(27,654	)
Less reclassification adjustment, net of tax:
Derivative instruments		(3,079	)		—			(9,169	)		—
Investments available-for-sale		13,161			12,251			25,322			36,286

Comprehensive income	$	168,397		$	39,519		$	232,402		$	244,910

Accumulated other comprehensive income, net of related tax, consisted of net unrealized losses on securities of $54.9 million and net accumulated losses on derivatives of $81.8 million at September 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	$	75,225	$	54,965	$	20,260
2005		73,740		—		73,740
2006		65,346		—		65,346
2007		56,908		—		56,908
2008		41,812		—		41,812

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(11) BUSINESS SEGMENT INFORMATION

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


	Consumer		Corporate
For the three-month period ended September 30, 2004	Bank		Bank			Other			Total
Net interest income	$	288,584	$	84,391		$	(10,025	)	$	362,950
Provision for loan losses		10,540		9,934			4,526			25,000
Fees and other income (1)		72,563		24,010			11,704			108,277
General and administrative expenses		187,271		40,516			9,893			237,680
Depreciation/Amortization		13,849		699			26,897			41,445
Income (loss) before income taxes		163,549		54,900			(118,737	)		99,712
Intersegment revenues (expense) (2)		114,941		(81,169	)		(33,772	)		—
Total Average Assets	$	20,211,190	$	14,076,651		$	19,187,612		$	53,475,453


	Consumer		Corporate
For the nine-month period ended September 30, 2004	Bank		Bank			Other			Total
Net interest income	$	775,172	$	227,344		$	15,289		$	1,017,805
Provision for loan losses		31,514		53,889			14,597			100,000
Fees and other income (1)		232,291		70,587			38,699			341,577
General and administrative expenses		543,101		117,535			24,774			685,410
Depreciation/Amortization		43,463		2,012			74,964			120,439
Income (loss) before income taxes		433,878		117,591			(144,266	)		407,203
Intersegment revenues (expense) (2)		314,818		(211,365	)		(103,453	)		—
Total Average Assets	$	17,720,816	$	13,083,723		$	18,325,852		$	49,130,391


	Consumer		Corporate
For the three-month period ended September 30, 2003	Bank		Bank			Other			Total
Net interest income (expense)	$	253,778	$	75,762		$	(42,248	)	$	287,292
Provision for loan losses		9,025		24,430			3,145			36,600
Fees and other income (1)		83,923		20,773			14,820			119,516
General and administrative expenses		171,395		33,957			5,468			210,820
Depreciation/Amortization		18,314		642			23,704			42,660
Income (loss) before income taxes		151,758		36,326			(37,351	)		150,733
Intersegment revenues (expense) (2)		126,525		(54,391	)		(72,134	)		—
Total Average Assets	$	14,643,294	$	11,438,648		$	15,084,515		$	41,166,457


	Consumer		Corporate
For the nine-month period ended September 30, 2003	Bank		Bank			Other			Total
Net interest income	$	715,332	$	224,368		$	(42,551	)	$	897,149
Provision for loan losses		29,812		68,273			23,872			121,957
Fees and other income (1)		227,583		66,513			40,268			334,364
General and administrative expenses		505,951		102,138			26,646			634,735
Depreciation/Amortization		49,145		1,619			70,322			121,086
Income (loss) before income taxes		399,290		114,913			(114,119	)		400,084
Intersegment revenues (expense) (2)		363,059		(176,620	)		(186,439	)		—
Total Average Assets	$	14,314,573	$	11,102,699		$	15,571,091		$	40,988,363

(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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(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.

On September 30, 2004, the Emerging Issues Task Force (EITF) reached a consensus on EITF 04-8 “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share,” which indicated that such instruments be accounted for under the if-converted method for diluted earnings per share purposes prior to the stock price exceeding levels which allow the holder to convert. Effective in the fourth quarter of 2004, Sovereign will be required to adopt EITF 04-8 retroactively, and as a result, prior period earnings per share will be required to be restated since Sovereign issued contingently convertible debt instruments in February 2004. The following table presents the computation of diluted earnings per share for the periods indicated under the accounting requirements of EITF 04-8.


	Three-Month Period Ended		Nine-Month Period Ended
	September 30, 2004		September 30, 2004
Reported net income:	$	82,542	$	316,123
Addback: Contingently convertible trust preferred interest expense, net of tax		6,310		14,895

Adjusted net income for earnings per share purposes	$	88,852	$	331,018
Weighted average diluted shares as reported		341,700		320,251
Additional dilution from contingently convertible debt		26,082		20,771

Adjusted weighted average diluted shares		367,782		341,022
Adjusted diluted earnings per share	$	0.24	$	0.97

(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	)

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

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


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 nine-month period ended September 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

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.

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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(14) PURCHASE OF SEACOAST FINANCIAL SERVICES CORPORATION (“SEACOAST”)

On July 23, 2004, Sovereign completed the acquisition of Seacoast, a commercial bank holding company headquartered in New Bedford, Massachusetts, and the results of Seacoast’s operations are included in the accompanying financial statements subsequent to the acquisition date. Sovereign issued 36.2 million shares of common stock and exchanged Sovereign stock options for existing Seacoast options, with a combined value of $821.7 million, and made cash payments of $256.2 million to acquire and convert all outstanding Seacoast 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 closing date of the acquisition. The Seacoast acquisition added 67 banking offices throughout Southeastern Massachusetts.

The preliminary purchase price was allocated to the acquired assets and liabilities of Seacoast based on fair value as of July 23, 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	$	714.9
Loans:
Commercial		966.4
Consumer		1,015.2
Residential		2,120.4

Total loans		4,102.0
Less allowance for loan losses		(49.5	)

Total loans, net		4,052.5
Cash paid, net of cash acquired		(32.2	)
Premises and equipment, net		63.0
Other real estate owned		0.7
Prepaid expenses and other assets		25.4
Core deposit intangible		75.4
Goodwill		818.8

Total assets	$	5,718.5

Liabilities
Deposits:
Core	$	2,451.5
Time		1,202.9

Total deposits		3,654.4
Borrowings and other debt obligations		1,158.5
Other liabilities (1)		83.9

Total liabilities	$	4,896.8

(1) Includes liabilities of $49.2 million directly associated with the transaction which were recorded as part of the purchase price, of which $13.8 million represents contract termination costs and $12.4 million represents amounts to be paid to Seacoast senior executives for severance and acceleration of certain retirement benefits earned by employees at the date of the acquisition.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(14) PURCHASE OF SEACOAST FINANCIAL SERVICES CORPORATION (“SEACOAST”) (continued)

In connection with the Seacoast acquisition, Sovereign recorded charges against its earnings for the nine-month period ended September 30, 2004 for merger related expenses of $27.9 million pre-tax ($18.2 million net of tax).

These merger-related expenses include the following:


Branch and office consolidations	$	9,479
System conversions		6,528
Retail banking conversion costs and other		11,934

Total	$	27,941

The branch and office consolidation charge relates to lease obligations for Sovereign branch and office locations that were vacated by Sovereign in the third and fourth quarters of 2004 as a result of the Seacoast 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			Seacoast
	acquisition			acquisition			Acquisition			Total
Reserve balance at December 31, 2003	$	—		$	5,566		$	—		$	5,566
Charge recorded in earnings		23,587			—			27,941			51,528
Amount provided in purchase accounting (Goodwill)		18,566			—			49,192			67,758
Payments		(19,963	)		(2,551	)		(18,067	)		(40,581	)

Reserve balance as of September 30, 2004	$	22,190		$	3,015		$	59,066		$	84,271

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(15) RETAINED INTERESTS IN ASSET SECURITIZATIONS

As described more fully in our annual report filed on Form 10-K, Sovereign has sold certain securitized financial assets to qualified special purpose entities which were deconsolidated in accordance with SFAS No. 140. Shown below are the types of assets underlying the securitizations for which Sovereign owns a retained interest and the related balances and delinquencies at September 30, 2004 and December 31, 2003, and the net credit losses for the nine-month period ended September 30, 2004 and the year ended December 31, 2003, are as follows (in thousands):


	September 30, 2004							December 31, 2003
			Principal		Net					Principal		Net
	Total		90 Days		Credit			Total		90 Days		Credit
	Principal		Past Due		Losses/(Recoveries)			Principal		Past Due		Losses
Mortgage Loans	$	50,396	$	1,485	$	(30	)	$	105,384	$	1,615	$	—
Home Equity Loans		270,537		33,353		8,089			370,465		46,740		8,546
Boat Loans ^{(1) (2)}		—		—		—			43,732		935		658
Recreational Vehicle Loans ⁽²⁾		—		—		—			89,832		1,271		1,330
Automotive Floor Plan Loans		579,000		—		20			579,000		—		22

Total Securitized	$	899,933	$	34,838	$	8,079		$	1,188,413	$	50,561	$	10,556

Loans Held in Portfolios
Mortgage Loans	$	7,958,974						$	5,074,684
Home Equity Loans		8,988,139							6,457,682
Boat Loans ⁽¹⁾		—							1,832
Recreational Vehicle Loans		—							—
Automotive Floor Plan Loans		808,445							614,420

Total Held in Portfolio		17,755,558							12,148,618

Total	$	18,655,491						$	13,337,031

(1) Boat loans are included in other consumer loans.

(2) 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(Unaudited)

(15) RETAINED INTERESTS IN ASSET SECURITIZATIONS (continued)

At September 30, 2004 and December 31, 2003, key economic assumptions and the sensitivity of the fair value of the retained interests to immediate 10 percent and 20 percent adverse changes in those assumptions are as follows (in thousands):


				Home			Auto
	Mortgage			Equity			Floor
	Loans			Loans			Plan Loans			Total
Components of Retained Interest and Servicing Rights:
Accrued interest receivable	$	—		$	—		$	1,501		$	1,501
Subordinated interest retained		29,284			—			21,000			50,284
Servicing rights		1,795			1,395			—			3,190
Interest only strips		—			16,768			600			17,368
Cash reserve		—			—			8,027			8,027

Total Retained Interests and Servicing Rights	$	31,079		$	18,163		$	31,128		$	80,370

Weighted-average life (in yrs)		1.37			1.73			0.17
Prepayment speed assumption (annual rate)
As of the date of the securitization		40	%		22	%		50	%
As of September 30, 2004		40	%		28	%		48	%
Impact on fair value of 10% adverse change	$	(97	)	$	(181	)	$	(80	)
Impact on fair value of 20% adverse change	$	(172	)	$	(358	)	$	(146	)
Expected credit losses (annual rate)
As of the date of the securitization		0.12	%		0.75	%		0.25	%
As of September 30, 2004		0.12	%		1.65	%		0.25	%
Impact on fair value of 10% adverse change	$	(58	)	$	(749	)	$	(25	)
Impact on fair value of 20% adverse change	$	(116	)	$	(1,460	)	$	(51	)
Residual cash flows discount rate (annual)
As of the date of the securitization		9	%		12	%		10	%
As of September 30, 2004		9	%		12	%		6	%
Impact on fair value of 10% adverse change	$	(38	)	$	(412	)	$	(87	)
Impact on fair value of 20% adverse change	$	(76	)	$	(812	)	$	(174	)

These sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10 percent variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also in this table, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.

(16) PENDING ACQUISITION

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 $5.4 billion and deposits of $2.9 billion. Waypoint operates 66 community banking offices in ten counties in south-central Pennsylvania and northern Maryland. Sovereign 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

EXECUTIVE SUMMARY

Sovereign is a $55 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 historically has not been as strong as we desire. Additionally, 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 Bank 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. Recently Sovereign has reduced its higher cost holding company debt obligations. This past quarter Sovereign redeemed $500 million of Senior Notes which had a coupon of 10.50% ($400 million of these fixed rate notes had been swapped to convert the obligations to floating rate obligations and as a result the effective yield on the $500 million was approximately 8.18%). This obligation was the last remaining high cost debt issued by Sovereign in connection with the Fleet/Bank Boston branch acquisition. Sovereign redeemed this obligation with cash on hand and by issuing $300 million of new Senior Notes which bear interest at three-month Libor plus 33 basis points. This lower financing rate reflects the improved credit ratings our holding company has recently obtained. 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 Corp. (“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 environment for banking institutions.

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

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. The Waypoint acquisition presents 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 a sustained increasing rate cycle. The impact of a low and declining rate environment in recent years on Sovereign has been mitigated in part by our large core deposit base. We would expect to benefit from any substantial sustained 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 $82.5 million, or $0.24 per diluted share, and $316.1 million, or $0.99 per diluted share, for the three-month and nine-month period ended September 30, 2004, respectively, as compared to $109.2 million, or $0.37 per diluted share and $289.3 million, or $1.01 per diluted share, for the three-month and nine-month period ended September 30, 2003, respectively.

During the third quarter of 2004, Sovereign incurred debt extinguishment charges (net of hedge termination gains of $15.1 million) of $65.6 million ($42.6 million net of tax, or $0.13 per diluted share) to redeem $500 million of 10.50% Senior Notes. Although, $400 million of these fixed rate obligations had been converted to floating rate obligations via interest rate swaps, the overall effective yield on these obligations were 8.18% at the time of repayment. We felt it was prudent to redeem this financing transaction, even in light of the significant prepayment penalty we incurred, as it will improve net interest margin and net income in future quarters. We partially replaced this obligation with a new two year Senior Note floating rate obligation which bears interest at three-month Libor plus 33 basis points.

Sovereign closed the Seacoast acquisition during the third quarter of 2004, incurring merger related charges of $27.9 million pretax ($18.2 million net of tax, or $0.05 per diluted share). See Note 14 for further details on the components of these merger related charges.

During the first quarter of 2004, Sovereign completed the acquisition of First Essex. In connection with this acquisition, Sovereign recorded charges against net income for an additional loan loss provision of $6 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 scheduled acquisition of Waypoint in the first quarter of 2005, Sovereign anticipates recording merger related charges of $0.04 to $0.06 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).

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
NINE-MONTH PERIOD ENDED SEPTEMBER 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	$	14,645,912		$	538,827		4.90	%	$	11,894,103		$	478,552		5.36	%
LOANS:
Commercial loans		12,171,171			433,788		4.69	%		10,531,400			403,546		5.06	%
Consumer loans		11,569,780			441,722		5.10	%		8,970,627			390,332		5.82	%
Residential loans		5,549,520			221,298		5.32	%		4,451,050			200,034		5.99	%

Total loans		29,290,471			1,096,808		4.97	%		23,953,077			993,912		5.52	%
Allowance for loan losses		(364,857	)		—		—			(312,308	)		—		—

NET LOANS		28,925,614			1,096,808		5.03	%		23,640,769			993,912		5.59	%

TOTAL EARNING ASSETS		43,571,526			1,635,635		4.99	%		35,534,872			1,472,464		5.51	%
Other assets		5,558,865			—		—			5,453,491			—		—

TOTAL ASSETS	$	49,130,391		$	1,635,635		4.43	%	$	40,988,363		$	1,472,464		4.78	%

FUNDING LIABILITIES
Deposits and other customer related accounts:
Core deposits and other related accounts	$	22,741,136		$	111,393		0.65	%	$	20,217,404		$	116,955		0.77	%
Time deposits		6,390,430			99,921		2.09	%		6,640,323			135,088		2.72	%

TOTAL DEPOSITS		29,131,566			211,314		0.97	%		26,857,727			252,043		1.25	%

BORROWED FUNDS:
FHLB advances		8,701,974			245,027		3.72	%		5,865,820			224,937		5.08	%
Fed funds and repurchase agreements		2,833,640			31,153		1.46	%		1,972,641			3,881		0.25	%
Other borrowings		3,785,105			94,657		3.31	%		2,086,034			76,438		4.86	%

TOTAL BORROWED FUNDS		15,320,719			370,837		3.20	%		9,924,495			305,256		4.07	%

TOTAL FUNDING LIABILITIES		44,452,285			582,151		1.74	%		36,782,222			557,299		2.01	%
Other liabilities		681,635			—		—			1,268,257			—		—

TOTAL LIABILITIES		45,133,920			582,151		1.71	%		38,050,479			557,299		1.95	%
STOCKHOLDERS’ EQUITY		3,996,471			—		—			2,937,884			—		—

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	49,130,391		$	582,151		1.57	%	$	40,988,363		$	557,299		1.81	%

NET INTEREST INCOME				$	1,053,484							$	915,165

NET INTEREST SPREAD (1)							2.85	%							2.97	%

NET INTEREST MARGIN (2)							3.22	%							3.43	%

(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.

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 nine-month periods ended September 30, 2004 was $363.0 million and $1.0 billion, compared to $287.3 million and $897.1 million for the same periods in 2003. The increase in net interest income for the three-month and nine-month periods ended September 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 3.17% and 3.22% for the three and nine-month periods ended September 30, 2004, respectively compared to 3.32% and 3.43% 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 and September 2004. 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 $172.8 million and $508.7 million for the three and nine-month periods ended September 30, 2004 compared to $138.2 million and $461.9 million for the same periods in 2003. The average balance of investment securities was $14.6 billion with an average tax equivalent yield of 4.90% for the nine-month period ended September 30, 2004 compared to an average balance of $11.9 billion with an average yield of 5.36% 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 $412.8 million and $1.1 billion for the three and nine-month periods ended September 30, 2004 compared to $325.1 million and $990.8 million for the same periods in 2003. The average balance of loans was $29.3 billion with an average yield of 4.97% for the nine-month period ended September 30, 2004 compared to an average balance of $24.0 billion with an average yield of 5.52% for the same period in 2003. Average balances of commercial and consumer loans in 2004 increased $1.6 billion and $2.6 billion, respectively, as compared to 2003 primarily due to loan originations, loan purchases and loans acquired from First Essex and Seacoast. Average residential loans increased $1.1 billion due to loan purchases, increased origination activity and loans acquired from the First Essex and Seacoast acquisitions.

Interest on deposits and related customer accounts was $83.2 million and $211.3 million for the three and nine-month periods ended September 30, 2004 compared to $73.5 million and $252.0 million for the same periods in 2003. The average balance of deposits was $29.1 billion with an average cost of 0.97% for the nine-month period ended September 30, 2004 compared to an average balance of $26.9 billion with an average cost of 1.25% for the same period in 2003. The increase in the balance of deposits is due to the First Essex and Seacoast acquisitions, organic core deposit growth offset by time deposit runoff. 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 $139.4 million and $370.8 million for the three and nine-month periods ended September 30, 2004 compared to $103.0 million and $305.3 million for the same periods in 2003. The average balance of borrowings was $15.3 billion with an average cost of 3.20% for the nine-month period ended September 30, 2004 compared to an average balance of $9.9 billion with an average cost of 4.07% for the same period in 2003. The decline in the cost of funds 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. 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 and the issuance of PIERS in the first quarter of 2004. The interest costs on Sovereign’s Trust Preferred Securities obligations are higher than our other debt obligations.

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 nine-month periods ended September 30, 2004 was $25.0 million and $100.0 million compared to $36.6 million and $122.0 million for the same periods in 2003. The provision for the nine months ended September 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 nine months ended September 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 $168.8 million at September 30, 2004, compared to $220.5 million at December 31, 2003 and $257.7 million at September 30, 2003, even though loan balances have increased to $35.3 billion at September 30, 2004, compared to $26.1 billion at December 31, 2003 and $24.5 billion at September 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 nine-month period ended September 30, 2004 were $85.4 million and consisted of charge-offs of $116.2 million and recoveries of $30.8 million. This compared to net charge-offs of $98.0 million consisting of charge-offs of $122.5 million and recoveries of $24.5 million for the nine-month period ended September 30, 2003. Net charge-offs have declined as a percentage of average loans to .39% for the nine-month period ended September 30, 2004, compared to .55% for the corresponding period in the prior year, reflecting improving credit quality in our loan portfolio.

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):


	Nine-month Period Ended
	September 30,
	2004		2003
Allowance, beginning of period	$	327,894	$	298,750
Charge-offs:
Residential		1,372		3,148
Commercial		62,618		73,739
Consumer		52,179		45,621

Total Charge-offs		116,169		122,508

Recoveries:
Residential		773		437
Commercial		8,915		5,527
Consumer		21,094		18,521

Total Recoveries		30,782		24,485

Charge-offs, net of recoveries		85,387		98,023
Provision for loan losses		100,000		121,957
Acquired allowance for loan losses from business acquisitions		64,105		—

Allowance, end of period	$	406,612	$	322,684

Non-Interest Income

Total non-interest income was $128.5 million and $380.5 million for the three-month and nine-month periods ended September 30, 2004 compared to $138.4 million and $390.2 million for the same periods in 2003. Excluding securities gains, total fees and other income for the three-month and nine-month periods ended September 30, 2004 were $108.3 million and $341.6 million as compared to $119.5 million and $334.3 million for the same periods in 2003.

Consumer banking fees were $62.8 million and $174.8 million for the three-month and nine-month periods ended September 30, 2004 as compared to $53.5 million and $155.0 million for the same periods in 2003, representing an increase of 17% and 13%, respectively. The increase year over year was due principally to growth in deposit fees to $144.6 million for the nine-month period ended September 30, 2004 compared to deposit fees of $129.0 million for the corresponding period in the prior year. Average core deposit balances have grown $2.5 billion or 12% since September 30, 2003 due primarily to the First Essex and Seacoast acquisitions, 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 $31.8 million and $91.0 million for the three-month and nine-month periods ended September 30, 2004 as compared to $27.2 million and $79.2 million for the same periods in 2003. This increase of $4.6 million, or 17%, and $11.8 million, or 15%, for the three-month and nine-month periods ended September 30, 2004, over the corresponding 2003 periods were primarily due to higher loan fees resulting from growth in the commercial loan portfolio (primarily resulting from the First Essex and Seacoast acquisitions), increased levels of fees, and increased cash management fee income.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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


	Three-months ended September 30,						Nine-months ended September 30,
	2004			2003			2004			2003
Recoveries/(Impairments) to mortgage servicing rights	$	(9,401	)	$	18,250		$	(3,527	)	$	353
Mortgage servicing fees		4,877			3,154			14,365			11,406
Amortization of mortgage servicing rights		(3,534	)		(8,914	)		(14,513	)		(23,047	)
Net losses under SFAS 133		(112	)		(14,112	)		(1,909	)		(6,186	)
Sales of mortgage loans and mortgage backed securities		4,090			19,080			23,367			51,767

Total	$	(4,080	)	$	17,458		$	17,783		$	34,293

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 decrease in mortgage banking revenues for the three-month and nine-month periods ended September 30, 2004 is attributable principally to a decrease in the fair value of mortgage servicing rights and lower sale activity due to decreased loan origination volumes due to the current rate environment. Sovereign recorded a $9.4 million impairment on its mortgage servicing rights for the three months ended September 30, 2004 primarily because of higher prepayment speed assumptions as compared to June 30, 2004. The significant recovery recorded in the third quarter of 2003 is a result of slower prepayment speed outlooks on our mortgage servicing portfolio as of September 30, 2003 compared to previous periods due to the current interest rate environment. The most important assumptions in the valuation of mortgage servicing rights are anticipated loan prepayment rates (CPR speed) and the positive spread we receive on holding escrow related balances. Increases in prepayment speeds (which are generally driven by lower long term interest rates) result in lower valuations of mortgage servicing rights. The escrow related credit spread is the estimated reinvestment yield earned on the serviced loan escrow deposits. Increases in escrow related credit spreads result in higher valuations of mortgage servicing rights. For each of these items, Sovereign must make assumptions based on future expectations. All of the assumptions are based on standards that we believe would be utilized by market participants in valuing mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources. Additionally, an independent appraisal of the fair value of our mortgage servicing rights is obtained annually and is used by management to evaluate the reasonableness of our discounted cash flow model.

Listed below are the most significant assumptions that were utilized by Sovereign in its evaluation of mortgage servicing rights for the periods presented.


	September 30, 2004			June 30, 2004			September 30, 2003			June 30, 2003
CPR speed		17.30	%		14.61	%		18.62	%		39.13	%
Escrow credit spread		3.75	%		4.25	%		4.00	%		3.75	%

At September 30, 2004, Sovereign serviced approximately $6.5 billion of mortgage loans for others and our net mortgage servicing asset was $74.0 million, compared to $6.1 billion of loans serviced for others and a net mortgage servicing asset of $72.5 million, at September 30, 2003. Our valuation allowance on our mortgage servicing asset at September 30, 2004 is $10.5 million.

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 sales of investment securities on the consolidated statement of operations.

Capital markets revenues totaled $3.4 million and $13.4 million for the three-month and nine-month periods ended September 30, 2004, compared with $5.4 million and $22.2 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

The net gains on sales of investment securities were $20.2 million and $39.0 million for the three-month and nine-month periods ended September 30, 2004 compared to $18.8 million and $55.8 million for the same periods in 2003. The nine-month period ended September 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 $7.4 million related to increased loss assumptions on our home equity, boat loan and recreational vehicle securitizations. These increased loss assumptions were based on a combination of recent historical loss experience and a forward looking projection of losses based on the credit quality attributes of the remaining securitized loans. Sovereign analyzes the credit scores of the remaining loans in the securitized portfolio and applies the expected loss curves for each relevant band to assist in the determination of the appropriate loss rate to utilize in our retained interest valuation. See Note 15 for additional information on Sovereign’s retained interests. Additionally, the nine-month period ended September 30, 2003 also included a charge of $1.1 million related to one of our investments in a publicly traded company. We had acquired these shares in the third quarter of 2002 at $17.89 per share. The investee went public in December 2002. At March 31, 2003, the trading price was $10.41. We determined, based on the future outlook on the investee’s stock price, that it was other than temporarily impaired at March 31, 2003 and therefore wrote down our book value to that amount.

General and Administrative Expenses

General and administrative expenses for the three-month and nine-month periods ended September 30, 2004 were $237.7 million and $685.4 million, compared to $210.8 million and $634.7 million for the same periods in 2003. General and administrative expenses increased in 2004 primarily due to the First Essex and Seacoast acquisitions, as well as increased compensation and benefit costs associated with the hiring of additional team members.

Other Expenses

Other expenses were $129.1 million and $205.7 million for the three-month and nine-month periods ended September 30, 2004, compared to $27.5 million and $130.6 million for the same periods in 2003. The reasons for the variances are discussed below.

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 increased by $1.6 million and decreased by $1.0 million during the three-month and nine-month periods ending September 30, 2004, compared to the corresponding periods in the prior year. This decline for the nine month period ended September 30, 2004, was due to reduced amortization related to core deposits that are being amortized on an accelerated method. The increase for the three-month period ended September 30, 2004 was related to the amortization associated with the Seacoast acquisition. Merger-related and integration charges of $27.9 million and $23.6 million related to the Seacoast and First Essex acquisitions were recorded in the three-month period ended September 30, 2004 and March 31, 2004. The nine-month period ended September 30, 2004 and 2003, includes a loss of $63.2 million and $29.8 million on the extinguishment of debt, respectively.

Income Tax Provision

The income tax provision was $17.2 million and $91.1 million for the three-month and nine-month periods ended September 30, 2004, compared to $41.5 million and $110.8 million for the same periods in 2003. The effective tax rate for the three-month and nine-month periods ended September 30, 2004 was 17.2% and 22.4%, compared to 27.5% and 27.7% 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 investment partnerships 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 Seacoast and First Essex merger related charges and the debt extinguishment charges previously mentioned. 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.

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

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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, 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 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 $34.8 million and $59.8 million to $288.6 million and $775.2 million for the three-month and nine-month periods ended September 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 $17.1 billion with a yield of 5.17% versus $13.4 billion at a yield of 5.88% during the nine-months ended September 30, 2004 and September 30, 2003, respectively. The average balance of deposits was $29.1 billion at a cost of .97% in the nine-months ended September 30, 2004 compared to $26.9 billion at an average cost of 1.25% in the same period a year ago. The increase in non-interest income of $4.7 million to $232.3 million for the nine-months ended September 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 increased by $1.5 million and $1.7 million for the three-months ended and nine-months ended September 30, 2004 compared to corresponding periods in 2003. The increase in the provision is due to increased loan growth in the consumer loan portfolio. General and administrative expenses (including allocated corporate and direct support costs) increased from $171.4 million and $506.0 million at September 30, 2003, to $187.3 million and $543.1 million for the three-months and nine-months ended September 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 Seacoast and the First Essex acquisitions.

Corporate Bank net interest income increased $8.6 million and $3.0 million to $84.4 million and $227.3 million for the three-months and nine-months ended September 30, 2004 compared to the corresponding periods in the preceding year. The increase in net interest income was principally due to increased loan balances which more than offset declines in the yield on loans due to current market rates. The average balance of Corporate Bank loans was $12.2 billion with a yield of 4.69% in the nine-months ended September 30, 2004 versus $10.5 billion at a yield of 5.06% during the nine-months ended September 30, 2003. Non-interest income has increased by $3.2 million and $4.1 million to $24.0 million and $70.6 million related to an increase in loan fees offset by declines in capital markets revenues. The provision for loan losses decreased by $14.5 million for the quarter and $14.4 million for the nine-months compared to the corresponding period in the preceding year. The decline 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 $6.6 million and $9.9 million for the three-months and nine-months ended September 30, 2004 to $40.5 million and $117.5 million. The increase was due in part to increased costs to support the Corporate Bank’s loan growth and business acquisitions that have occurred in 2004.

The net loss before income taxes for Other increased $81.4 million and $30.1 million to $118.7 million and $144.3 million for the three-months and nine-months ended September 30, 2004 compared to the corresponding periods in the preceding year. Net interest income increased $32.2 million and $57.8 million to a net expense of $10.0 million and net interest income of $15.3 million for the three-months and nine-months ended September 30, 2004 compared to the corresponding periods in the preceding year due to increased average balances in the investment portfolio.

The Other segment includes net gains on securities of $20.2 million and $39.0 million for the three-month and nine-month periods ending September 30, 2004, as compared to $18.8 million and $55.8 million recorded in 2003. The third quarter of 2004 includes the previously discussed merger charges of $27.9 million related to the Seacoast acquisition and debt extinguishment charges of $65.5 million. The nine-months ended September 30, 2004 and 2003 results also include a pre-tax loss of $23.6 million and $29.8 million, on merger charges associated with the First Essex acquisition and the extinguishment of debt, respectively.

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

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 September 30, 2004, commercial loans totaled $13.4 billion representing 38% of Sovereign’s loan portfolio, compared to $11.1 billion or 42% of the loan portfolio at December 31, 2003 and $10.8 billion or 44% of the loan portfolio at September 30, 2003. At September 30, 2004 and December 31, 2003, only 7% and 6%, respectively, of our total commercial portfolio was unsecured. The increase in commercial loans since December 31, 2003 has primarily been driven by the Seacoast and the First Essex acquisitions. See Note 12 and 13 for the related loan balances Sovereign acquired from these two acquisitions.

The consumer loan portfolio (including home equity loans and lines of credit, automobile loans, and other consumer loans) totaled $13.9 billion at September 30, 2004, representing 39% of Sovereign’s loan portfolio, compared to $10.0 billion, or 38%, of the loan portfolio at December 31, 2003 and $9.7 billion or 39% of the loan portfolio at September 30, 2003. The increase is primarily related to loan purchases and loans acquired from business combinations.

Residential mortgage loans were $8.0 billion at September 30, 2004 and represent 23% of Sovereign’s loan portfolio as compared to $5.1 billion and 19% at December 31, 2003 and $4.1 billion or 17% of the loan portfolio at September 30, 2003. The increase during the periods shown is due to business acquisitions and reduced sale activity.

Non-Performing Assets

At September 30, 2004 Sovereign’s non-performing assets decreased by $51.7 million to $168.8 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 percentage of total loans, real estate owned and repossessed assets were 0.48% at September 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):


	September 30,			December 31,
	2004			2003
Non-accrual loans:
Commercial	$	61,230		$	83,976
Commercial real estate		27,831			45,053
Consumer		24,417			30,921
Residential		32,858			38,195

Total non-accrual loans		146,336			198,145
Restructured loans		1,205			1,235

Total non-performing loans		147,541			199,380
Other real estate owned		16,397			17,016
Other repossessed assets		4,824			4,051

Total non-performing assets	$	168,762		$	220,447

Past due 90 days or more as to interest or principal and accruing interest	$	35,869		$	36,925
Non-performing assets as a percentage of total assets		0.30	%		0.51	%
Non-performing loans as a percentage of total loans		0.42	%		0.76	%
Non-performing assets as a percentage of total loans and real estate owned		0.48	%		0.84	%
Allowance for loan losses as a percentage of total non-performing assets		240.9	%		148.7	%
Allowance for loan losses as a percentage of total non-performing loans		275.6	%		164.5	%

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

Loans ninety (90) days or more past due and still accruing interest fell by $1.1 million from December 31, 2003 to September 30, 2004. This decline was composed of decreases of $2.2 million in the residential portfolio, and $0.2 million in the commercial portfolio offset by an increase in consumer loan portfolio of $1.3 million.

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 $54.2 million and $46.8 million at September 30, 2004 and December 31, 2003, respectively. As a percentage of total loans, potential problem loans were ..15% and .18% at September 30, 2004 and December 31, 2003, respectively, reflecting the improving trend in the credit quality of our loan portfolio.

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):


	September 30, 2004					December 31, 2003
			% of					% of
			Loans					Loans
			to					to
			Total					Total
	Amount		Loans			Amount		Loans
Allocated allowance:
Commercial loans	$	207,760		38	%	$	192,454		43	%
Consumer loans		146,392		39			94,199		38
Residential real estate mortgage loans		27,668		23			15,544		19
Unallocated allowance		24,792		n/a			25,697		n/a

Total allowance for loan losses	$	406,612		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 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 increased from $192.5 million at December 31, 2003 to $207.8 million at September 30, 2004. This is a result of loan growth and allowances acquired from the Seacoast and First Essex acquisitions. Additionally, commercial non-accrual loans have declined by $40.0 million since year-end.

Consumer Portfolio. The allowance for the consumer loan portfolio increased from $94.2 million at December 31, 2003, to $146.4 million at September 30, 2004 due to increases in loan balances and allowance acquired from the Seacoast and First Essex acquisitions.

Residential Portfolio. The allowance for the residential mortgage portfolio increased from $15.5 million at December 31, 2003 to $27.7 million at September 30, 2004, due to allowances acquired from the Seacoast and First Essex acquisitions and an increase in loan balances.

Unallocated Allowance. The unallocated allowance for loan losses decreased slightly to $24.8 million at September 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 HomeLoan 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 September 30, 2004 was 3.92 years.

Total investment securities available-for-sale were $10.1 billion at September 30, 2004 and December 31, 2003. Investment securities held-to-maturity were $4.0 billion at September 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 September 30, 2004 were $33.1 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. Additionally, deposit balances of $4.9 billion were acquired from the Seacoast and First Essex acquisitions.

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 September 30, 2004 and December 31, 2003 were $16.9 billion and $12.2 billion, respectively. Borrowings of $1.4 billion were acquired from the Seacoast and First Essex acquisitions. See Note 7 in the Notes to Consolidated Financial Statements for additional information.

Off Balance Sheet Arrangements

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

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 $900 million of assets that Sovereign sold to the QSPEs which are not included in Sovereign’s Consolidated Balance Sheet at September 30, 2004. Sovereign’s retained interests and servicing assets in such QSPEs were $80.4 million at September 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 QSPEs beyond the credit enhancement inherent in Sovereign’s subordinated interests in the QSPEs. At September 30, 2004, there are no known events or uncertainties that would result in or are reasonably likely to result in the termination or material reduction in availability to Sovereign’s access to off-balance sheet markets. See Note 15 for a description of Sovereign’s retained interests in its off-balance sheet asset securitizations.

As described in our 2003 annual report filed under Form 10K, in connection with the Fleet Boston transaction, Sovereign entered into operating leases, which were financed through the use of variable interest entities, for commercial properties which had an initial term of approximately 20 years. This structured real estate transaction included 104 commercial properties that were transferred by Fleet Boston to the special purpose entities and 23 commercial properties that were transferred by Sovereign. A gain on the transfer of the 23 Sovereign properties was deferred and is being amortized over the lease term of the properties sold and subsequently leased back. The certificates which were issued through the variable interest entities are payable out of the rental payments under the lease, the proceeds of the sale or refinancing of the mortgage properties or payments under the insurance policies. The aggregate principal balance of the certificates at September 30, 2004, and December 31, 2003, was $231.7 million and $243.1 million respectively. Sovereign does not consolidate this variable interest entity since we are not the primary beneficiary as defined under FIN 46. Sovereign has no off balance sheet contingencies or any other potential loss exposure related to this transaction. However, in the event that a prepayment of the certificates occurs as a result of a partial repayment on the secured notes due to the underlying mortgage property being determined by Sovereign Bank to be either obsolete or uneconomic a make-whole premium would be assessed. This penalty would be calculated based on the excess of the present value of the remaining installments of principal and interest on such related notes underlying the property, through maturity, discounted semi-annually against the remaining principal amount of such secured note, plus accrued interest.

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.

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 September 30, 2004 and December 31, 2003, Sovereign Bank had met all quantitative thresholds necessary to be classified as well-capitalized under regulatory guidelines.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 September 30, 2004 and December 31, 2003 (in thousands):


							TIER 1			TOTAL
				TIER 1			RISK-BASED			RISK-BASED
	TANGIBLE			LEVERAGE			CAPITAL TO			CAPITAL TO
	CAPITAL TO			CAPITAL TO			RISK			RISK
	TANGIBLE			TANGIBLE			ADJUSTED			ADJUSTED
REGULATORY CAPITAL	ASSETS			ASSETS			ASSETS			ASSETS
Sovereign Bank at September 30, 2004:
Regulatory capital	$	3,556,596		$	3,566,596		$	3,503,421		$	4,702,925
Minimum capital requirement (1)		1,067,386			2,134,773			1,646,092			3,292,184

Excess	$	2,489,210		$	1,431,823		$	1,857,329		$	1,410,741

Sovereign Bank capital ratio		6.66	%		6.66	%		8.51	%		11.43	%

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

EQUITY TO

TANGIBLE

TIER 1

ASSETS,

LEVERAGE

EXCLUDING

INCLUDING

CAPITAL

REGULATORY CAPITAL

OCI

RATIO

Capital ratio at September 30, 2004 (1)

4.77

4.51

6.56

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, Inc.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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 September 30, 2004, Sovereign had $6.1 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. 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 paid $130.0 million dividends to Sovereign Bancorp. Sovereign also has approximately $226 million 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 $315.7 million from December 31, 2003. Net cash provided by operating activities was $590.9 million for 2004. Net cash used by investing activities for 2004 was $4.7 billion and consisted primarily of the purchase of investments of $5.3 billion, purchases of loans of $3.5 billion, and the net change in loans other than purchases and sales of $2.1 billion, offset by sales, repayments and maturities of investments of $4.9 billion and proceeds from loan sales of $1.7 billion. Net cash provided by financing activities for 2004 was $4.4 billion, which was primarily due to an increase in borrowings and proceeds from the issuance of the PIERS. Additionally, as previously discussed, Sovereign redeemed $500 million of Senior Notes with cash on hand and a new two year $300 million Senior Note issuance.

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)	$	11,716,254	$	4,514,838	$	2,395,477	$	2,674,088	$	2,131,851
Securities sold under repurchase agreements (1)		2,026,835		184,873		1,600,692		241,270		—
Fed Funds (1)		693,182		693,182		—		—		—
Other debt obligations (1)		3,422,199		112,904		458,530		919,119		1,931,646
Junior subordinated debentures due to Capital Trust entities (1)(2)		2,306,254		77,485		406,449		102,688		1,719,632
Certificates of deposit (1)		7,608,841		5,809,270		1,323,302		287,726		188,543
Investment partnership commitments (3)		44,926		38,799		4,729		957		441
Business acquisitions		280,214		280,214		—		—		—
Operating leases		691,270		206,462		125,006		85,815		273,987

Total contractual cash Obligations	$	28,789,975	$	11,918,027	$	6,314,185	$	4,311,663	$	6,246,100

(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 September 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.

(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,

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

project revisions, or the cancellation of the project.

Excluded from the above table are deposits of $25.7 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 September 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.

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	$	11,066,007	$	5,874,936	$	1,863,776	$	714,874	$	2,612,421
Standby letters of credit		1,782,642		613,755		493,612		633,965		41,310
Loans sold with recourse		8,658		—		—		—		8,658
Forward buy commitments		476,651		476,651		—		—		—

Total commercial commitments	$	13,333,958	$	6,965,342	$	2,357,388	$	1,348,839	$	2,662,389

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 2.3 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 September 30, 2004 was $1.8 billion, and the approximate value of the underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $1.3 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 September 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.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

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

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.

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 September 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 September 30, 2004, if interest rates dropped in parallel 100 basis points, Sovereign estimates that net interest income would fall 6.6%. Alternatively, if interest rates rose in parallel 200 basis points, estimated net interest income would increase 4.5%.

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 September 30, 2004, the one year cumulative gap was 4%, 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 September 30, 2004, the NPV as a percentage of the present value of assets was 12.33% as compared to 8.15% at December 31, 2003. Management reviews the sensitivity of NPV to changes in interest rates. As of September 30, 2004, a 200 basis point rise in interest rates would increase the NPV ratio by 0.34% as compared to a decrease of 1.25% at December 31, 2003 and a 100 basis point decline in interest rates would decrease the NPV ratio by 0.90% 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 September 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.

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 September 30, 2004.

SOVEREIGN BANCORP, INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

Items 1 is not applicable.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds.

The table below summarizes the Company’s repurchases of common equity securities during the quarter ended September 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)

7/1/04 through 7/30/04

None

Not Applicable

5,000,000

8/2/04 through 8/31/04

14,439

20.69

Not Applicable

5,000,000

9/1/04 through 9/30/04

453

21.37

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 September 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. Sovereign repurchased 14,892 shares outside of publicly announced repurchase programs during the third quarter of 2004.

Item 3-5 are not applicable or the response are negative.

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 June 24, 2004 (Incorporated by reference to Exhibit 3.2 to Sovereign’s S-8 SEC file # 333-117621), filed July 23, 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.

(b) Reports on Form 8-K

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

On July 23, 2004, the Company filed a current report on Form 8-K dated July 23, 2004, reporting information under Item 7.

On July 30, 2004, the Company filed a current report on Form 8-K dated July 30, 2004, reporting information under Item 7 and 9.

On August 24, 2004, the Company filed a current report on Form 8-K dated August 24, 2004, reporting information under Item 7.01 and 9.01.

On August 27, 2004, the Company filed a current report on Form 8-K dated August 27, 2004, reporting information under Item 5.04 and 9.01.

On August 27, 2004, the Company filed a current report on Form 8-K dated August 27, 2004, reporting information under Item 9.01.


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at September 30, 2004 and December 31, 2003		4
Consolidated Statements of Operations for the three-month and nine-month periods ended September 30, 2004 and 2003		5
Consolidated Statement of Stockholders’ Equity for the nine-month period ended September 30, 2004		7
Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2004 and 2003		8
Notes to Consolidated Financial Statements		9–27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28–43
Item 3. Quantitative and Qualitative Disclosures About Market Risk		43
Item 4. Controls and Procedures		43
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 6. Exhibits and Reports on Form 8-K		45
SIGNATURES		46
EXHIBITS INDEX		47

•		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.

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

•		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 may not close at all;

•		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;

•		armed conflicts involving the United States military;

•		regulatory or judicial proceedings;

•		changes in asset quality;

•		We believe that we currently have adequate internal controls but we are still exposed to potential risks resulting from new requirements that we evaluate disclosure controls under Section 404 of the Sarbanes-Oxley Act of 2002. We are evaluating our internal controls in order to allow management to report on, and our independent auditors to attest to, our internal controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002. If we are not able to timely comply with the requirements set forth in Section 404, we might be subject to sanctions or investigation by regulatory authorities. Any such action could adversely affect our business and financial results;

•		In addition, if Sovereign acquires companies with weak internal controls, it will take time to get the acquired company up to the same level of operating effectiveness as Sovereign’s internal control structure. The Company’s inability to address these risks could negatively affect the Company’s operating results; and

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

(1)		Includes multifamily loans of $366.3 million and $348.6 million at September 30, 2004 and December 31, 2003, respectively.

(2)		Includes automotive floor plan loans of $808.4 million and $614.4 million at September 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 $245.7 million and $159.8 million at September 30, 2004 and December 31, 2003, respectively. Loans pledged as collateral totaled $11.9 billion and $11.5 billion at September 30, 2004 and December 31, 2003, respectively.

(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.

(1)		Boat loans are included in other consumer loans.

(2)		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.

(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.

(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 September 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.

(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,

	(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 June 24, 2004 (Incorporated by reference to Exhibit 3.2 to Sovereign’s S-8 SEC file # 333-117621), filed July 23, 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.


		SOVEREIGN BANCORP, INC.
		(Registrant)

Date November 9, 2004		/s/ Jay S. Sidhu

		Jay S. Sidhu, Chairman,
		Chief Executive Officer and President
		(Authorized Officer)

Date November 9, 2004		/s/ James D. Hogan

		James D. Hogan
		Chief Financial Officer