Sovereign Bancorp, Inc. 2005 Annual Meeting of Shareholders Thursday, April 21, 2005 Reading, PA Forward Looking Statement This presentation contains statements of Sovereign’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operation, estimates of future operating results for Sovereign Bancorp, Inc. as well as estimates of financial condition, operating efficiencies, revenue creation and shareholder value. These statements and estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) which involve significant risks and uncertainties. Actual results may differ materially from the results discussed in these forward-looking statements. Factors that might cause such a difference include, but are not limited to: general economic conditions; changes in interest rates; inflation; deposit flows; loan demand; real estate values; competition; changes in accounting principles, policies, or guidelines; integration of acquired assets, liabilities, customers, systems and management personnel into Sovereign’s operations and the ability to realize the related revenue synergies and cost savings within expected time frames; possibility that expected merger-related charges are materially greater than forecasted or that final purchase price allocations based on fair value of the acquired assets and liabilities at acquisition date and related adjustments to yield and/or amortization of the acquired assets and liabilities are materially different from those forecasted; deposit attrition, customer loss, revenue loss and business disruption following Sovereign’s acquisitions, including adverse effects on relationships with employees may be greater than expected; anticipated acquisitions may not close on the expected closing date or it may not close; the conditions to closing anticipated acquisitions, including stockholder and regulatory approvals, may not be satisfied; Sovereign’s timely development of competitive new products and services in a changing environment and the acceptance of such products and services by customers; the willingness of customers to substitute competitors’ products and services and vice versa; the ability of Sovereign and its third party 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; changes in consumer spending and saving habits; unanticipated regulatory or judicial proceedings; changes in asset quality; employee retention; reserve adequacy; changes in legislation or regulation or policy or the application thereof; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services. 2 Non-GAAP Financial Measures This report contains Financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Sovereign’s management uses the non-GAAP measures of Operating Earnings, and the related per share amounts, in its analysis of the company's performance. These measures, as used by Sovereign, adjust net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature or are associated with acquiring or integrating businesses, and certain non-cash charges. Operating Earnings represent net income adjusted for after-tax effects of merger-related and integration charges, other various non-recurring charges and the amortization of intangible assets. Since certain of these items and their impact on Sovereign’s performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information in evaluating the operating results of Sovereign’s core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. 3 Reconciliation of Operating Earnings to GAAP Earnings ($ in thousands, all numbers shown net of tax) Year Ended December 31, 2004 Net Income/(loss) as reported $ Merger-related and integration costs Provision for Loan Loss Loss on Debt Extinguishment 453,552 2003 2002 2001 $ 401,851 $ 341,985 $ 116,821 30,134 10,316 3,900 3,900 42,605 18,838 2000 $ $ 97,063 5,525 179,299 $ 136,455 20,576 33,533 2005 1 $ 152,545 2004 $ 15,074 102,227 15,332 78,981 3,382 20,891 16,040 Non-solicitation Expense Amoritzation of Intangibles $ 158,106 78,039 67,003 51,186 50,100 54,121 89,408 602,268 $ 470,789 $ 410,322 $ 376,409 $ 306,884 2,421 $ 26,968 15,588 229,264 $ 185,576 Note: Further details are available on our web site at www.sovereignbank.com and in our Annual Reports to Shareholders 1 1998 3,900 Financing-Related Adjustments Operating Earnings (30,242) 1999 6,549 Restructuring Charges Impairment Charge for FNMA and FHLMC Preferred Stock Qtr Ended March 31, Net Income for EPS purposes 4 12,322 $ 183,323 11,999 $ 133,458 Reconciliation of Operating Earnings to GAAP Earnings (Per Share) Year Ended December 31, 2004 Net Income/(loss) as reported $ 1.38 Merger-related and integration costs $ Provision for Loan Loss Loss on Debt Extinguishment 2003 $ $ 1.23 0.10 $ 0.04 $ 0.01 $ 0.01 $ 0.13 $ 1.38 2002 0.07 Restructuring Charges Impairment Charge for FNMA and FHLMC Preferred Stock $ 2001 $ 0.45 $ 0.03 $ 0.02 Qtr Ended March 31, 2000 1999 1998 2005 2004 $ (0.13) $ 1.01 $ 0.85 $ 0.38 $ 0.33 $ 0.46 $ 0.12 $ 0.21 $ 0.04 $ 0.05 $ 0.01 $ 0.38 $ 0.08 $ 0.01 0.06 Financing-Related Adjustments Non-solicitation Expense $ 0.62 $ 0.37 $ 0.05 Amoritzation of Intangibles $ 0.16 $ 0.17 $ 0.19 $ 0.35 $ 0.32 $ 0.15 $ 0.10 $ 0.03 $ 0.04 Operating Earnings $ 1.84 $ 1.62 $ 1.47 $ 1.46 $ 1.47 $ 1.33 $ 1.16 $ 0.46 $ 0.44 Note: Further details are available on our web site at www.sovereignbank.com and in our Annual Reports to Shareholders 5 Overview of Sovereign An Exceptional Franchise Serving from South of Philadelphia to Boston and Beyond… VT NH NY CT • ~$60 billion bank • 665 branches & ~1,000 ATM’s • 19th largest bank in the U.S. ranked by assets MA PA ME RI • Top 15 Small Business Lenders in the U.S. Market Share NJ WV Key: VA Source: SNL DataSource MD Sovereign Branches DE 7 Massachusetts #3 Rhode Island #3 New Hampshire #5 Pennsylvania #5 New Jersey #7 Connecticut #11 Maryland #38 Strong Executive Management Team Name Business Unit Years In Banking Prior Institutions Jay Sidhu Chairman, President & CEO Bancorp 25+ Chemical, Independence Joe Campanelli President & CEO, Sovereign Bank New England Division 20+ Shawmut, Fleet Jim Hogan, CPA CFO Bancorp 30+ Firstar, U.S. Bancorp Jim Lynch Chairman & CEO, Sovereign Bank Mid-Atlantic Division 30+ Continental, Prime, Summit, Fleet Larry Thompson CAO of Bancorp, COO of Bank 25+ Sovereign Mark McCollom, CPA CFO of Bank 20+ Meridian 8 Sovereign’s Growth Years A High Growth Company 1990 Assets $1.3 billion Net Operating Income $5.5 million *Mean net income estimate for covering analysts Estimated 2005 Assets ~ $63 billion Analyst Mean Net Income $765 million* 10 Sovereign’s Business Strategy: 1996-1999 In January 1996, Sovereign embarked on a “super-community banking” strategy Management and the Board believed this strategy was critical to improving Sovereigns performance over the next several years A goal of $2.00 by 2000 ($1.32 split-adjusted) was the rallying cry Achieving a balanced loan mix and greater than 50% core deposits/total deposits Key performance metrics at year-end 1995: Loan Mix ROA .78% NIM 2.54% ROE 14.95% Fee Income/ Total Revenues 12.9% Efficiency Ratio 50.1% Tier 1 Leverage 3.98% Commercial 1% Deposit Mix Consumer Demand 3% 13% 86% Residential 11 Time Deposits 56% 41% Other Core Sovereign’s Business Strategy: 1996-99 (cont.) Sovereign undertook a series of acquisitions in support of this previously announced strategy Date Name 5/31/96 # of Transaction Multiple Book Value Earnings Assets Deposits Branches West Jersey $100 MM $90 MM 2 212% BV 21.7x LTM 2/18/97 First State $630 MM $550 MM 14 141% BV 15.5x LTM 8/29/97 Bankers Corp $2.6 bn $1.7 bn 15 167% Tang 12.5x LTM 9/19/97 Fleet Auto Division $2.0 bn N/A N/A 2/27/98 MainLine Bancorp $2.4 bn $1.0 bn 29 215% Tang 17.4x 98EPS 7/31/98 Carnegie Bancorp $424 MM $323 MM 8 282% Tang 20.2x 98EPS 7/31/98 First Home Bancorp $523 MM $300 MM 10 238% Tang 17.9x LTM 9/4/98 CoreStates $800 MM $2.3 bn 93 6/15/99 Network Companies $50 MM N/A N/A 6/30/99 Peoples Bancorp $1.4 bn $500 MM 14 Branch Acquisition 12 Purchased at Discount to Par 14.8% deposit premium 150% BV 21.9x LTM Sovereign’s Business Strategy: 1996-99 (cont.) By year-end 1998, Sovereign had made significant progress on the goals it had previously articulated to the Street: Loan Mix Consumer ROA ROE NIM Fee Income/ Total Revenue .88% 15.5% 2.79% 14.7% Efficiency Ratio 48.3% 34% 17.1% Tier 1 Leverage 4.20% Residential 26% Commercial Deposit Mix Annual Operating EPS Growth 1995-98: 46% Demand 9% Time Deposits 13 49% 42% Other Core 1999: Fleet Acquisition Accelerates Goals New targets were established to be achieved over the next 3-4 years: – Core deposits to increase to 60% of total deposits – Loan portfolio evenly balanced (1/3 Commercial, 1/3 Consumer, 1/3 Residential) – Borrowings decrease to 25% or less of liabilities – Increase fee-based revenues to 25% of total revenues – Net Interest Margin of 3.50% – Maintain top-quartile growth rate in operating earnings Fleet acquisition presented a unique opportunity to accelerate most of our publicly stated goals and acquire a dominant franchise for an incredibly inexpensive price Acquired Loans: $8.1b Deposits: $12.1b Branches: 286 Transaction Deposit Premium 12% Premium, after-tax 7.8% Earnings Multiple: 6.4x 14 Comparable Deals ($1b+ Assets) 1998-2000 Deposit Premium 19.4% Earnings Multiple: 22.2x Fleet Acquisition (continued) Management and the board debated the risks and rewards of the Fleet transaction, ultimately viewing the opportunity as outweighing the risks By year-end 2002, with Fleet integrations behind us, Sovereign’s balance sheet and business mix were where desired. A mild recession and the lingering effects of high-cost financing hindered net income and certain performance metrics: ROA: 1.12% ROE: 16.67% NIM: 3.61% Fee Income/Total Revenues: 27.33% Efficiency Ratio: 53.23% Borrowings/ Total Liabilities: 24.5% Annual Operating EPS Growth 1998-2002: 6.8% Tier 1 Leverage: 5.00% Loan Mix Deposit Mix Time Deposits Comm'l 37% 44% 19% 26% Consumer 59% Other Core 15% Demand Residential 15 Did the Fleet Deal Pay Off? Since early 2000, Sovereign has significantly outperformed the broader market 350% Stock Price Performance % Appreciated 300% 199.3% Indexed Price (%) 250% 200% 150% 31.7% 100% -4.1% -22.1% 50% Jan-2000 Feb-2001 Feb-2002 Feb-2003 Feb-2004 Weekly from 1-Jan-2000 to 28-Mar-2005 Sovereign Bancorp 3/28/05 closing price of $21.98 S&P 500 16 Dow Jones S&P 500 / Banks Feb-2005 Sovereign’s Historical Performance Strong Operating Earnings Growth $700 5 year Operating Earnings CAGR of 21% $600 $500 $400 $300 $200 $100 $0 1999 2000 2001 18 2002 2003 2004 Non-Financial Highlights: Ranked in the top 2% in the ISS Banks group regarding Corporate Governance We strengthened our market share through three key acquisitions: First Essex, Seacoast, and Waypoint We unveiled 18 new Red Carpet Customer Service guarantees to complement the six guarantees we already had in place We introduced Milestone Banking, a portfolio of value packages that are designed to fit our customers’ current and ever-changing financial needs Our redesigned Internet website was voted by Forrester Research as an industry “best practice” For the third consecutive year, Sovereign was named one of the most admired financial industry companies in the nation by Fortune magazine 19 Improving Capital Since 2000 Sovereign Bancorp Tier 1 Leverage TCE/TA 9/00 3.00% 1.36% 12/01 4.21% 2.59% 12/02 5.01% 3.61% 12/03 5.61% 4.66% 12/04 7.05% 5.00% $ average TCE generated per quarter in 2005 = $200 million Sovereign Bank ($ in millions) Tier 1 Leverage Risk Based Capital 6.58% 7.21% 7.55% 6.66% 7.21% 10.06% 10.68% 10.69% 12.12% 11.55% 20 1-Year Stock Price Performance 120% % Appreciated 115% Indexed Price (%) 110% 7.5% 6.0% 105% 2.7% 1.6% 100% 95% 90% Mar-2004 Jun-2004 Aug-2004 Nov-2004 Jan-2005 Daily from 28-Mar-2004 to 28-Mar-2005 Sovereign Bancorp 3/28/05 closing price of $21.98 S&P 500 21 Dow Jones S&P 500 / Banks Mar-2005 3-Year Stock Price Performance 200% % Appreciated 175% 56.4% Indexed Price (%) 150% 125% 10.9% 2.3% 0.8% 100% 75% 50% Mar-2002 Oct-2002 May-2003 Dec-2003 Aug-2004 Daily from 28-Mar-2002 to 28-Mar-2005 Sovereign Bancorp 3/28/05 closing price of $21.98 S&P 500 22 Dow Jones S&P 500 / Banks Mar-2005 5-Year Stock Price Performance 350% % Appreciated 300% 199.3% Indexed Price (%) 250% 200% 150% 31.7% 100% -4.1% -22.1% 50% Mar-2000 Mar-2001 Mar-2002 Mar-2003 Mar-2004 Weekly from 28-Mar-2000 to 28-Mar-2005 Sovereign Bancorp 3/28/05 closing price of $21.98 S&P 500 23 Dow Jones S&P 500 / Banks Mar-2005 10-Year Stock Price Performance 475% % Appreciated 400% 279.8% Indexed Price (%) 325% 211.5% 152.6% 250% 133.0% 175% 100% 25% Mar-1995 Nov-1996 Jul-1998 Mar-2000 Nov-2001 Jul-2003 Monthly from 28-Mar-1995 to 28-Mar-2005 Sovereign Bancorp 3/28/05 closing price of $21.98 S&P 500 24 Dow Jones S&P 500 / Banks Mar-2005 10-Year Shareholder Value If 10 years ago, you had invested $10,000.00 in Sovereign, KBW Bank Index, the Dow Jones Industrial Average (DJIA) or the S&P 500. Today would be worth: Sovereign KBW Bank Index $54,683 $40,589 DJIA S&P 500 $25,668 $25,982 25 Our Goals for 2005 and Beyond We will continue to strive for: Double-digit average annual growth rate in operating earnings per share, striving to exceed $2.00 in operating earnings for 2005 Significant progress in our journey from “Good to Great” in all areas of the bank, including excellence in service and giving back to the community Executing our local community banking strategy, resulting in substantially improved sales and service performance and operating metrics Remain disciplined regarding capital allocation process 26 Sovereign’s Current Business Strategy Sovereign’s Business Strategy Combining the best of a large bank with the best of a smaller community bank. Best of a Large Bank: –Products –Services –Technology –Brand –Delivery channels / distribution system –Talent –Diversification –Sophistication of risk management Best of a Small Bank: –Flatter structure –Local decision making –Active community involvement culture –Cross functional lines to deliver bank to customer –Treat customers as “individuals” 28 Sovereign’s Banking Structure Market CEO Commercial Real Estate Lenders Commercial Lenders Cash Management Representatives Small Business Lenders Retail Branches Financial Consultants 10 Local Markets, each with a CEO responsible for meeting profitability and revenue goals 29 Local Markets are Focused on Five Areas of Growth 1. Achieving higher growth in loans, deposits and fees through local decision making and higher quality service 2. Improving margins and return on assets 3. Increasing fee income 4. Increasing the number of services being sold to or used by a customer 5. Expanding Sovereign’s presence in the marketplace 30 Outstanding Customer Service…Guaranteed Red Carpet Service - we perform or pay our customers Wait no longer than five minutes in a teller line Customers have access to Sovereign representatives 24 hours a day, 7 days a week We will return customer telephone calls and emails the same business day, if received by 3:00 PM EST We provide and mail accurate account statements within 7 days Our ATMs are always available We greet our customers and thank them for banking with us 31 Sovereign Is Committed to the Following: 1. Stick with our discipline of blocking & tackling There are tremendous opportunities within our market for organic growth Strong management team in place and our structure and strategy is organized as such to seize those opportunities 2. Continue with our capital and M&A discipline Any acquisition that we do must be accretive to earnings within the first year, not take us away materially from our capital goals, and must not be dilutive to our future growth prospects. Any acquisition opportunity, which requires capital allocation, will be analyzed against share repurchases or other uses of capital. 3. Improve our operating fundamentals including net interest margin, return on assets, return on equity, and dividends 32 Strategy. With Clear Purpose and Direction. There is nothing complicated about our strategy for moving forward We are clear about our strategy, as well as our values, mission and goals As we execute, we will remain committed to our critical success factors of: – Superior asset quality – Superior risk management – Strong sales and service culture that aligns team member performance with a recognition and rewards system – High level of productivity through revenue growth and efficient expense control 33 2004 Financial Report James D. Hogan Chief Financial Officer Operating Earnings Effective in the fourth quarter of 2004, Sovereign moved to one non-GAAP financial measure – Provides greater financial transparency – Provides useful supplemental information when evaluating Sovereign’s core businesses Operating earnings represent net income adjusted for aftertax effects of merger-related and integration charges, other various non-recurring charges, and the amortization of intangible assets 35 2004 Financial Highlights: Net income of $454 million, after all non-recurring charges, or $1.36 per share Growth in operating earnings of 28% to $602 million from $471 million in 2003, and growth in operating earnings per share of 14% to $1.84 from $1.62 in 2003 Organic consumer and commercial loan growth of 28% and 10%, respectively Core deposit growth of 19% and organic core deposit growth of 4.00% Significant growth in capital ratios, ending the year with tangible equity ratio of 5.00% and Tier 1 Leverage of 7.05% Improvement in our efficiency ratio of approximately 100 basis points Improvement in the quality of the balance sheet as a result of reducing the investment portfolio to 21% of assets as compared to 29% a year ago, and removing $500 million of high-cost debt incurred in the Fleet branch acquisition 36 First Quarter 2005 Financial Highlights: Net income of $146 million, after all non-recurring charges, or $.38 per share, up 15% from a year ago Growth in operating earnings of 37% to $183 million from $133 million a year ago, and operating earnings per share of $.46 from $.44 a year ago Net interest margin of 3.26% as compared to 3.29% in the fourth quarter and 3.28% in the first quarter of 2004 Efficiency ratio of 48.4%, an improvement of 331 basis points from the first quarter of 2004 Annualized net charge-offs decreased to .20% of average loans compared to .28% in the fourth quarter and .51% in the first quarter of 2004 Repurchased two million shares during the quarter through our previously announced repurchase program Increased cash dividend by 33%, resulting in an annual cash dividend of $.16 37 Report Card – Long-Term Critical Success Factors In March 2001, Sovereign set an EPS target of ~$2.00 in operating earnings per diluted share by 2005 Outlined a 5-point strategy for achieving these results: – – – – Increase fee revenues by ~15% on average per year Increase core deposits by 7%-10% on average per year Retire high-cost holding company debt by 2006 Increase consumer and commercial loans by 8%-10% on average per year – Limit Operating Expense growth to 6%-7% on average per year; grow revenue at least twice as fast as expenses 38 How Have We Done So Far? 2000 2004 4-yr Average Annual Growth +/- Fee Revenues* $ 229.7 $ 468.1 19.5% + Core Deposits $ 15,229 $ 25,441 13.6% + Holding Company Debt $1.4 billion outstanding $350 million outstanding All high-cost debt repaid Commercial Loans $ 7,831 $ 13,864 15.3% + Consumer Loans $ 6,102 $ 14,269 23.6% + G&A Expenses $ 731.5 $ 942.7 6.5% + * excludes securities gains/losses 39 Financial Goals We’d Like to Achieve Over Next 1 to 2 Years Continued core deposit growth Consumer and Commercial loan growth Continued growth in fee income Reduce net charge-off’s Expand Commercial and Consumer net interest margins Control expense growth through productivity improvement Continue to look for good acquisition or other growth opportunities, if available at reasonable prices 40 Earnings Goals 2005 through 2007 Management’s Operating Goal Operating EPS Growth 2004 $1.84 A 14% 2005 $2.00 11% 2006 $2.25 10% 2007 $2.47 10% 41 Reading, Berks County & Sovereign Bank A Community Partnership Dick Ehst, Regional President, Berks County and Executive Vice President Managing Director, Corporate Communications Community Involvement Sovereign Bank is a committed corporate citizen, supporting non-profit community organizations Sovereign provides direct financial support to more than 65 local organizations and events in Berks County – – – – Direct human services for persons in need Supporting youth and education Promoting arts and culture Promoting a healthy community Sovereign actively promotes team member involvement in our community – Serving as leaders of 40+ organizations – Contributed about 11,000 volunteer hours last year 44 Sovereign Bank actively supports economic development & community improvement initiatives Sovereign took the lead in bringing Cabela’s to Berks County – Secured Sales Tax Increment Financing for the Project – Negotiated with Tilden Township – Local Cabela’s is #1 store in the franchise and is the #1 travel destination in all of Pennsylvania (8 million visitors) Sovereign is taking a lead role with Our City Reading – Provided $5 million in mortgages to first-time home-buyers through Our City Reading 45 Sovereign has played a major role in efforts to help revitalize downtown Reading – – – – Sovereign Performing Arts Center Sovereign Center Sovereign Plaza (5th & Penn Streets) Over 1000 employees in downtown Reading Sovereign is involved in other important initiatives to help revitalize our community – The Initiative for a Competitive Greater Reading – RiverPlace Development Corporation – GoggleWorks 46 We see positive momentum for our community! Focused economic development initiatives Improved cooperation between the City of Reading and Berks County Pending Expansion of DID Continuing focus on improved law enforcement A confluence of redevelopment initiatives – – – – Sovereign Plaza Goggle Works Reading Area Community College RiverPlace 47 Berks Market Profile Sovereign Bank is #1 in Berks County 15 branch offices in Berks County At March 31, total deposits of $923 million, up 4.5% from December 31 $414 million in mortgages in Berks County $124 million in consumer loans 49 Sovereign Bank is #1 in Berks County 2,892 small business customers Commercial loan commitments of $392 million Commercial real estate commitments of $25.6 million Business deposit relationships total $117 million Continued focus on superior customer service 50 Berks County Deposit Mix 18% time deposits 82% core deposits Blended cost of funds: 1.49% 51 Looking Ahead… Key 2005 Goals for Berks County Increase core deposits by 10% Increase loan outstandings by 12% Increase government banking portfolio by 10% Greater focus on small business segment – Well positioned to leverage Sovereign’s superior products and services – Pennsylvania Small Business Growth initiative Expand business relationships with the non-profit sector – Institutions of higher learning – Health services providers – Larger community organizations 53 Growing Big By Staying Small Leverage local decision-making and community involvement to gain market share A focused business-calling strategy Localized marketing tailored to the community – Customer appreciation events – Neighborhood-level marketing efforts Superior products and customer service – Sophisticated array of products to meet needs – Absolute commitment to superior customer service 54 Berks County Bottom Line Sovereign in Berks County: A strong and growing franchise and leading corporate citizen 55 Thank You Sovereign Bancorp, Inc. 2005 Annual Meeting of Shareholders Thursday, April 21, 2005 Reading, PA