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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

for the fiscal year ended December 31, 2007, or


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,

for the transition period from N/A 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		(I.R.S. Employer Identification No.)
of Incorporation or Organization)

1500 Market Street, Philadelphia, Pennsylvania		19102

(Address of Principal Executive Offices)		(Zip Code)

(267) 256-8601

Registrant’s Telephone Number

Securities registered pursuant to Section 12(b) of the Act:


Title		Name of Exchange on Which Registered
Common stock, no par value		NYSE
Depository Shares for Series C non-cumulative preferred stock		NYSE
7.75% Capital Securities (Sovereign Capital Trust V)		NYSE
8.50% Cumulative Trust Preferred Securities (Seacoast Capital Trust I)		NASDAQ

Securities registered pursuant to Section 12(g) of the Act:

(Sovereign Capital Trust IV) PIERS Units

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act Yes Yes o No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the shares of Common Stock of the Registrant held by nonaffiliates of the Registrant was $10,094,102,958 at June 30, 2007. As of February 14, 2008, the Registrant had 481,772,254 shares of Common Stock outstanding.

Forward-Looking Statements

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” or the “Company”). Sovereign may from time to time make forward-looking statements in Sovereign’s filings with the Securities and Exchange Commission (the “SEC” or the “Commission”) (including this Annual Report on Form 10-K and the Exhibits hereto), in its reports to shareholders (including its 2007 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 statements made 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,” “hope,” 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. Although Sovereign believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors (some of which are beyond Sovereign’s control). Among the factors, which could cause Sovereign’s financial performance to differ materially from that expressed in the forward-looking statements are:

	•		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;

	•		adverse changes in the securities markets, including those related to the financial condition of significant issuers in our investment portfolio;

	•		revenue enhancement initiatives may not be successful in the marketplace or may result in unintended costs;

	•		changing market conditions may force us to alter the implementation or continuation of cost savings or revenue enhancement strategies;

	•		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 and policies 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 in the United States;

	•		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;

	•		acts of terrorism or domestic or foreign military conflicts; and acts of God, including natural disasters;

	•		regulatory or judicial proceedings;

	•		changes in asset quality;

	•		the outcome of ongoing tax audits by federal, state and local income tax authorities may require additional taxes be paid by Sovereign as compared to what has been accrued or paid as of period end.

	•		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 effect of these factors is 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.

PART I

Item 1 — Business

General

Sovereign is the parent company of Sovereign Bank (“Sovereign Bank” or “the Bank”), a federally chartered savings bank. Sovereign had approximately 750 community banking offices, over 2,300 ATMs and about 12,000 team members as of December 31, 2007 with principal markets in the Northeastern United States. Sovereign’s primary business consists of attracting deposits from its network of community banking offices, and originating small business and middle market commercial loans, multi-family loans, residential mortgage loans, home equity loans and lines of credit, and auto and other consumer loans in the communities served by those offices.

Sovereign is a Pennsylvania business corporation and its principal executive offices are located at 1500 Market Street, Philadelphia, Pennsylvania. Sovereign Bank is headquartered in Wyomissing, Pennsylvania, a suburb of Reading, Pennsylvania.

Sovereign was incorporated in 1987 as a holding company for Sovereign Bank. Sovereign Bank was created in 1984 under the name Penn Savings Bank, F.S.B. through the merger of two financial institutions with market areas primarily in Berks and Lancaster counties, Pennsylvania. Sovereign Bank assumed its current name on December 31, 1991. Sovereign has acquired 28 financial institutions, branch networks and/or related businesses since 1990. Eighteen of these acquisitions, with assets totaling approximately $52 billion, have been completed since 1995. Sovereign’s latest acquisition was Independence Community Bank Corp. (“Independence”) effective June 1, 2006 for $42 per share in cash, representing an aggregate transaction value of $3.6 billion. Sovereign funded this acquisition using the proceeds from the $2.4 billion equity offering to Banco Santander Central Hispano (“Santander”), net proceeds from issuances of perpetual and trust preferred securities, and cash on hand. Sovereign issued 88.7 million shares to Santander, in connection with the equity offering which made Santander Sovereign’s largest shareholder. Independence was headquartered in Brooklyn, New York, had assets which totaled $17 billion and deposits of $11 billion and 125 community banking offices in the five boroughs of New York City, Nassau and Suffolk Counties and New Jersey. Sovereign acquired Independence to connect their Mid-Atlantic geographic footprint to New England and create new markets in certain areas of New York.

Business Strategy

Sovereign believes that as a result of continuing consolidation in the financial services industry, there is an increasing need for a super-community bank in the Northeastern United States. Sovereign considers a super-community bank to be a bank with the size and range of commercial, business and consumer products to compete with larger institutions, but with the orientation to relationship banking and personalized service usually found at smaller community banks. We believe that our institution has these characteristics.

Subsidiaries

Sovereign had three direct consolidated wholly-owned subsidiaries at December 31, 2007: Sovereign Bank is the only material subsidiary.

Employees

At December 31, 2007, Sovereign had 10,427 full-time and 1,549 part-time employees. None of these employees are represented by a collective bargaining agreement, and Sovereign believes it enjoys good relations with its personnel.

Competition

Sovereign is subject to substantial competition in attracting and retaining deposits and in lending funds. The primary factors in competing for deposits include the ability to offer attractive rates, the convenience of office locations, and the availability of alternate channels of distribution. Direct competition for deposits comes primarily from national and state banks, thrift institutions, and broker dealers. Competition for deposits also comes from money market mutual funds, corporate and government securities, and credit unions. The primary factors driving commercial and consumer competition for loans are interest rates, loan origination fees, service levels and the range of products and services offered. Competition for origination of loans normally comes from other thrift institutions, national and state banks, mortgage bankers, mortgage brokers, finance companies, and insurance companies.

Environmental Laws

Environmentally related hazards have become a source of high risk and potentially significant liability for financial institutions relative to their loans. Environmentally contaminated properties owned by an institution’s borrowers may result in a drastic reduction in the value of the collateral securing the institution’s loans to such borrowers, high environmental clean up costs to the borrower affecting its ability to repay the loans, the subordination of any lien in favor of the institution to a state or federal lien securing clean up costs, and liability to the institution for clean up costs if it forecloses on the contaminated property or becomes involved in the management of the borrower. To minimize this risk, Sovereign Bank may require an environmental examination of, and report with respect to, the property of any borrower or prospective borrower if circumstances affecting the property indicate a potential for contamination, taking into consideration the potential loss to the institution in relation to the burdens to the borrower. Such examination must be performed by an engineering firm experienced in environmental risk studies and acceptable to the institution, and the costs of such examinations and reports are the responsibility of the borrower. These costs may be substantial and may deter a prospective borrower from entering into a loan transaction with Sovereign Bank. Sovereign is not aware of any borrower who is currently subject to any environmental investigation or clean up proceeding that is likely to have a material adverse effect on the financial condition or results of operations of the Company.

Supervision and Regulation

General. Sovereign is a “savings and loan holding company” registered with the Office of Thrift Supervision (“OTS”) under the Home Owners’ Loan Act (“HOLA”) and, as such, Sovereign is subject to OTS oversight and reporting with respect to certain matters. Sovereign Bank is chartered as a federal savings bank, and is highly regulated by the OTS as to all its activities, and subject to extensive OTS examination, supervision, and reporting.

Sovereign Bank is required to file reports with the OTS describing its activities and financial condition and is periodically examined to test compliance with various regulatory requirements. The deposits of Sovereign Bank are insured by the Federal Deposit Insurance Corporation (“FDIC”). Sovereign Bank is also subject to examination by the FDIC. Such examinations are conducted for the purpose of protecting depositors and the insurance fund and not for the purpose of protecting holders of equity or debt securities of Sovereign or Sovereign Bank. Sovereign Bank is a member of the Federal Home Loan Bank (“FHLB”) of Pittsburgh, Boston and New York, which are part of the twelve regional banks comprising the FHLB system. Sovereign Bank is also subject to regulation by the Board of Governors of the Federal Reserve System with respect to reserves maintained against deposits and certain other matters.

As a result of the investment in Sovereign by Santander in May, 2006 as described below under “Control of Sovereign,” Sovereign is also now considered a subsidiary of a bank holding company for purposes of the Bank Holding Company Act of 1956, as amended. As such, Sovereign is prohibited from engaging in any activity, directly or through a subsidiary, that is not permissible for subsidiaries of bank holding companies. Generally, financial activities are permissible, while commercial and industrial activities are not.

Holding Company Regulation. The HOLA prohibits a registered savings and loan holding company from directly or indirectly acquiring control, including through an acquisition by merger, consolidation or purchase of assets, of any savings association (as defined in HOLA to include a federal savings bank) or any other savings and loan holding company, without prior OTS approval. Generally, a savings and loan holding company may not acquire more than 5% of the voting shares of any savings association unless by merger, consolidation or purchase of assets.

Federal law empowers the Director of the OTS to take substantive action when the Director determines that there is reasonable cause to believe that the continuation by a savings and loan holding company of any particular activity constitutes a serious risk to the financial safety, soundness or stability of a savings and loan holding company’s subsidiary savings institution. Specifically, the Director of the OTS may, as necessary, (i) limit the payment of dividends by the savings institution; (ii) limit transactions between the savings institution, the holding company and the subsidiaries or affiliates of either; (iii) limit any activities of the savings institution that might create a serious risk that the liabilities of the holding company and its affiliates may be imposed on the savings institution. Any such limits could be issued in the form of a directive having the legal efficacy of a cease and desist order.

Because Sovereign is also considered a subsidiary of Santander for Bank Holding Company Act purposes, Santander may be required to obtain approval from the Federal Reserve if Sovereign were to acquire shares of any depository institution (bank or savings institution) or any holding company of a depository institution. In addition, Santander may have to provide notice to the Federal Reserve if Sovereign acquires any financial entity that is not a depository institution, such as a lending company.

Control of Sovereign. Under the Savings and Loan Holding Company Act and the related Change in Bank Control Act (the “Control Act”), individuals, corporations or other entities acquiring Sovereign common stock may, alone or together with other investors, be deemed to control Sovereign and thereby Sovereign Bank. If deemed to control Sovereign, such person or group will be required to obtain OTS approval to acquire Sovereign’s common stock and could be subject to certain ongoing reporting procedures and restrictions under federal law and regulations. Ownership of more than 10% of the capital stock may be deemed to constitute “control” if certain other control factors are present.

In May 2006, Sovereign and Santander entered into an Investment Agreement, pursuant to which, among other things, Santander purchased from Sovereign 88.7 million shares of Sovereign’s common stock for $2.4 billion in cash. In general the Investment Agreement contains a number of important restrictions on both Sovereign and Santander, including (i) certain standstill provisions that restrict Santander from purchasing securities of Sovereign, making an offer to purchase securities of Sovereign, or taking certain other actions, in each case unless certain conditions are satisfied and (ii) restrictions on the ability of Sovereign to solicit any acquisition proposals and on the manner in which Sovereign may respond to unsolicited acquisition proposals and obligations to provide Board representation to Santander. The proceeds of Santander’s investment were used to acquire the common stock of Independence. This investment was approved by the OTS. If Santander acquires 25% or more of Sovereign’s stock, Sovereign will no longer be a savings and loan holding company and will no longer be regulated by the OTS, although Sovereign Bank will continue to be regulated by the OTS as long as it remains a federal savings bank. For a more detailed description of the Investment Agreement, please see Part III — Item12 of this Form 10-K.

Santander is one of the largest banks in the world by market capitalization. It has over 10,000 offices and a presence in over 40 countries. It is the largest financial group in Spain and Latin America, and has a significant presence elsewhere in Europe, including the United Kingdom through its Abbey subsidiary and Portugal, where it is the third largest banking group. It also operates a leading consumer finance franchise in Germany, Italy, Spain and nine other European countries.

Regulatory Capital Requirements. OTS regulations require savings associations to maintain minimum capital ratios. These standards are the same as the capital standards that are applicable to other insured depository institutions, such as banks. OTS regulations do not require savings and loan holding companies to maintain minimum capital ratios.

Under the Federal Deposit Insurance Act (“FDIA”), insured depository institutions must be classified in one of five defined categories (well-capitalized, adequately-capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized). Under OTS regulations, an institution will be considered “well-capitalized” if it has (i) a total risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based capital ratio of 6% or greater, (iii) a Tier 1 leverage ratio of 5% or greater and (iv) is not subject to any order or written directive to meet and maintain a specific capital level. A savings institution’s capital category is determined with respect to its most recent thrift financial report filed with the OTS. In the event an institution’s capital deteriorates to the undercapitalized category or below, the FDIA and OTS regulations prescribe an increasing amount of regulatory intervention, including the adoption by the institution of a capital restoration plan, a guarantee of the plan by its parent holding company and the placement of a hold on increases in assets, number of branches and lines of business.

If capital has reached the significantly or critically undercapitalized levels, further material restrictions can be imposed, including restrictions on interest payable on accounts, dismissal of management and (in critically undercapitalized situations) appointment of a receiver or conservator. Critically undercapitalized institutions generally may not, beginning 60 days after becoming critically undercapitalized, make any payment of principal or interest on their subordinated debt. All but well-capitalized institutions are prohibited from accepting brokered deposits without prior regulatory approval. Pursuant to the FDIA and OTS regulations, savings associations which are not categorized as well capitalized or adequately-capitalized are restricted from making capital distributions which include cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and other transactions charged to the capital account of a savings association. At December 31, 2007, Sovereign Bank met the criteria to be classified as “well-capitalized.”

Standards for Safety and Soundness. The federal banking agencies adopted certain operational and managerial standards for depository institutions, including internal audit system components, loan documentation requirements, asset growth parameters, information technology and data security practices, and compensation standards for officers, directors and employees. The implementation or enforcement of these guidelines has not had a material adverse effect on Sovereign’s results of operations.

Insurance of Accounts and Regulation by the FDIC. Sovereign Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposits are insured up to the applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States government. As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious risk to the Deposit Insurance Fund. The FDIC also has the authority to initiate enforcement actions against savings institutions, after giving the OTS an opportunity to take such action, and may terminate an institution’s deposit insurance if it determines that the institution has engaged in unsafe or unsound practices or is in an unsafe or unsound condition.

In February 2006, the Federal Deposit Insurance Reform Act (the “Reform Act”) was enacted. The new law merged the old Bank Insurance Fund and Savings Insurance Fund into the single Deposit Insurance Fund, increased deposit insurance coverage for IRAs to $250,000, provided for the further increase of deposit insurance on all accounts by indexing the coverage to the rate of inflation, authorized the FDIC to set the reserve ratio of the combined Deposit Insurance Fund at a level between 1.15% and 1.50%, and permitted the FDIC to establish assessments to be paid by insured banks to maintain the minimum ratios.

In November 2006, the FDIC adopted final regulations to implement the Reform Act. The final regulations included the annual assessment rates that went into effect at the beginning of 2007. The new assessment rates for nearly all banks vary between five and eight cents for every $100 of domestic deposits. Prior to 2007, most banks, including Sovereign, had not been required to pay any deposit insurance premiums since 1995. As part of the Reform Act, Congress provided credits to institutions that paid high deposit insurance premiums in the past to bolster the FDIC’s insurance reserves. The assessment credit for Sovereign was calculated at $29 million. This credit was recognized in 2007 to reduce deposit insurance premiums. The level of annual deposit premiums is dependent on the amount of Sovereign’s deposit assessment base. However, assuming our 2008 deposit base remains consistent with our 2007 deposit base our annual deposit premium would increase by $29 million.

In addition to deposit insurance premiums, all insured institutions are required to pay a Financing Corporation assessment, in order to fund the interest on bonds issued to resolve thrift failures in the 1980s. In 2007, Sovereign paid Finance Corporation Assessments of $6.0 million. The annual rate (as of the first quarter of 2008) for all insured institutions is $0.122 for every $1,000 in domestic deposits which is consistent with what was paid in 2007. These assessments are revised quarterly and will continue until the bonds mature in the year 2017.

Federal Restrictions on Transactions with Affiliates and Insiders. All savings institutions are subject to affiliate and insider transaction rules applicable to member banks of the Federal Reserve System set forth in the Federal Reserve Act or the Home Owners Loan Act (HOLA), as well as such additional limitations as the institutions’ primary federal regulator may adopt. These provisions prohibit or limit a savings institution from extending credit to, or entering into certain transactions with, affiliates, principal shareholders, directors and executive officers of the savings institution and its affiliates. For these purposes, the term “affiliate” generally includes a holding company such as Sovereign and any company under common control with the savings institution. In addition, the federal law governing unitary savings and loan holding companies prohibits Sovereign Bank from making any loan to any affiliate whose activity is not permitted for a subsidiary of a bank holding company. This law also prohibits Sovereign Bank from making any equity investment in any affiliate that is not its subsidiary.

Restrictions on Subsidiary Savings Institution Capital Distributions. Sovereign’s principal sources of funds are cash dividends paid to it by Sovereign Bank, investment income and borrowings. OTS regulations limit the ability of savings associations such as Sovereign Bank to pay dividends and make other capital distributions. Associations that are subsidiaries of a savings and loan holding company must file a notice with the OTS at least 30 days before the proposed declaration of a dividend or approval of the proposed capital distribution by its board of directors. In addition, a savings association must obtain prior approval from the OTS if it fails to meet certain regulatory conditions, or if, after giving effect to the proposed distribution, the association’s capital distributions in a calendar year would exceed its year-to-date net income plus retained net income for the preceding two years or the association would not be at least adequately capitalized or if the distribution would violate a statute, regulation, regulatory agreement or a regulatory condition to which the association is subject.

Qualified Thrift Lender. All savings institutions are required to meet a qualified thrift lender test to avoid certain restrictions on their operations. The test under HOLA requires a savings institution to have at least 65% of its portfolio assets, as defined by regulation, in qualified thrift investments. As an alternative, the savings institution under HOLA may maintain 60% of its assets in those assets specified in Section 7701(a) (19) of the Internal Revenue Code. Under either test, such assets primarily consist of residential housing related loans, certain consumer and small business loans, as defined by the regulations, and mortgage related investments. Sovereign Bank is currently in compliance with the qualified thrift lender regulations.

Other Loan Limitations. Federal law limits the amount of non-residential mortgage loans a savings institution, such as Sovereign Bank, may make. Separate from the qualified thrift lender test, the law limits a savings institution to a maximum of 20% of its total assets in commercial loans not secured by real estate, however, only 10% can be large commercial loans not secured by real estate (defined as loans in excess of $2 million), with another 10% of assets permissible in “small business loans.” Commercial loans secured by real estate can be made in an amount up to four times an institution’s total risk-based capital. An institution can also have commercial leases, in addition to the above items, up to 10% of its assets. Commercial paper, corporate bonds, and consumer loans taken together cannot exceed 35% of an institution’s assets. For this purpose, however, residential mortgage loans and credit card loans are not considered consumer loans, and are both unlimited in amount. The foregoing limitations are established by statute, and cannot be waived by the OTS.

In late 2006 and in the first quarter of 2007, Sovereign completed a balance sheet restructuring which involved the sale of approximately $8 billion of assets consisting of correspondent home equity loans, purchased residential loans, multi-family loans, and certain investments. These sales were completed to enable Sovereign to reduce lower yielding and/or higher credit risk assets classes and pay down higher cost borrowings. Additionally, Sovereign began to focus on increasing the amount of higher yielding commercial loans which is expected to improve profitability. Although, Sovereign continues to originate residential and multi-family loans, the loans are primarily sold after origination into the secondary markets. As a result of this change in strategy, Sovereign commercial loans in total and as a percentage of assets have increased in 2007.

Although Sovereign is currently in compliance with the loan limitation statutes described above, Sovereign has had to temporarily increase the amount of assets throughout the latter half of 2007 that were not considered large commercial loans in order to comply with the above loan limitations. This temporary increase in assets was funded by increasing short-term borrowings with FHLB. The Company is working on a more permanent solution with the OTS to maintain compliance with this regulation in future periods and expects to have a permanent solution in place by the end of 2008. However, if we are not successful in these efforts we may need to take certain actions to reduce the amount of commercial loans not secured by real estate that are held on our balance sheet. These actions could include reducing the growth rate of our commercial loans not secured by real estate, selling commercial loans not secured by real estate or increasing the amount of residential or multi-family loans and /or investments that are retained on our balance sheet. Each of these actions is inconsistent with our current strategy and could adversely impact future earnings and capital levels.

Federal Reserve Regulation. Under Federal Reserve Board regulations, Sovereign Bank is required to maintain a reserve against its transaction accounts (primarily interest-bearing and non interest-bearing checking accounts). Because reserves must generally be maintained in cash or in non-interest-bearing accounts, the effect of the reserve requirements is to reduce an institution’s asset yields.

Numerous other regulations promulgated by the Federal Reserve Board affect the business operations of Sovereign Bank. These include regulations relating to equal credit opportunity, electronic fund transfers, collection of checks, truth in lending, truth in savings, availability of funds, home mortgage disclosure, and margin credit.

Federal Home Loan Bank System. The FHLB System was created in 1932 and consists of twelve regional FHLBs. The FHLBs are federally chartered but privately owned institutions created by Congress. The Federal Housing Finance Board is an agency of the federal government and is generally responsible for regulating the FHLB System. Each FHLB is owned by its member institutions. The primary purpose of the FHLBs is to provide funding to their members for making housing loans as well as for affordable housing and community development lending. FHLBs are generally able to make advances to their member institutions at interest rates that are lower than could otherwise be obtained by such institutions. Sovereign Bank is a member of FHLB Pittsburgh, Boston, and New York and has utilized advances from the FHLB to fund balance sheet growth and provide liquidity. Sovereign had access to advances with the FHLB of up to $24 billion and had outstanding advances of $19.7 billion at December 31, 2007. The level of borrowings capacity Sovereign Bank has with the FHLB is contingent upon the level of qualified collateral the Bank holds at a given time.

Community Reinvestment Act. The Community Reinvestment Act (“CRA”) requires financial institutions regulated by the federal financial supervisory agencies to ascertain and help meet the credit needs of their delineated communities, including low to moderate-income neighborhoods within those communities, while maintaining safe and sound banking practices. A bank’s performance under the CRA is important in determining whether the bank may obtain approval for, or utilize streamlined procedures in, certain applications for acquisitions or to engage in new activities. Sovereign Bank’s lending activities are in compliance with applicable CRA requirements, and Sovereign Bank’s current CRA rating is “outstanding,” the highest category.

Other Legislation. The Fair and Accurate Credit Transactions Act (“FACTA”) was signed into law on December 4, 2003. This law extends the previously existing Fair Credit Reporting Act. New provisions added by FACTA address the growing problem of identity theft. Consumers will be able to initiate a fraud alert when they are victims of identity theft, and credit reporting agencies will have additional duties. Consumers will also be entitled to obtain free credit reports, and will be granted certain additional privacy rights. The Check 21 Act was also enacted in late 2003. This Act affects the way checks are processed in the banking system, allowing payments to be processed electronically rather than as traditional paper checks.

In addition to the legislation discussed above, Congress is often considering some financial industry legislation, and the federal banking agencies routinely propose new regulations. New legislation and regulation may include dramatic changes to the federal deposit insurance system. Sovereign cannot predict how any new legislation, or new rules adopted by the federal banking agencies, may affect its business in the future.

Corporate Information. All reports filed electronically by Sovereign with the SEC, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on Sovereign’s Web site at www.sovereignbank.com as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. These filings are also accessible on the SEC’s Web site at www.sec.gov. Also, copies of the Company’s annual report will be made available, free of charge, upon written request.

Item 1A — Risk Factors

The following list describes several risk factors that are applicable to our Company:

•

An Economic Downturn May Lead to a Deterioration in Our Asset Quality and Adversely Affect Our Earnings and Cash Flow.

Our business faces various material risks, including credit risk and the risk that the demand for our products will decrease. In a recession or other economic downturn, these risks would probably become more acute. In an economic downturn, our credit risk and associated provision for credit losses and legal expense will increase. Also, decreases in consumer confidence, real estate values, and interest rates, usually associated with a downturn, could combine to make the types of loans we originate less profitable and could cause elevated levels of losses on our commercial and consumer loans.

•

The Preparation of Sovereign’s Financial Statements Requires the Use of Estimates That May Vary From Actual Results.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates that affect the financial statements. One example of a significant critical estimate is the level of the allowance for credit losses. Due to the inherent nature of this estimate, Sovereign cannot provide absolute assurance that it will not significantly increase the allowance for credit losses and/or sustain credit losses that are significantly higher than the provided allowance.

•

The Preparation of Sovereign’s Tax Returns Requires the Use of Estimates & Interpretations of Complex Tax Laws and Regulations and Are Subject to Review By Taxing Authorities.

Sovereign is subject to the income tax laws of the U.S., its states and municipalities and certain foreign countries. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant Governmental taxing authorities. In establishing a provision for income tax expense and filing returns, the Company must make judgments and interpretations about the application of these inherently complex tax laws. Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. The Company is subject to ongoing tax examinations and assessments in various jurisdictions.

•

Changing Interest Rates May Adversely Affect Our Profits.

To be profitable, we must earn more money from interest on loans and investments and fee-based revenues than the interest we pay to our depositors and creditors and the amount necessary to cover the cost of our operations. Rising interest rates may hurt our income because they may reduce the demand for loans and the value of our investment securities and our loans, and increase the amount that we must pay to attract deposits and borrow funds. If interest rates decrease, our net interest income could be negatively affected if interest earned on interest-earning assets, such as loans, mortgage-related securities, and other investment securities, decreases more quickly than interest paid on interest-bearing liabilities, such as deposits and borrowings. This would cause our net interest income to go down. In addition, if interest rates decline, our loans and investments may prepay earlier than expected, which may also lower our income. Interest rates do and will continue to fluctuate, and we cannot predict future Federal Reserve Board actions or other factors that will cause rates to change. If the yield curve steepens or flattens, it could impact our net interest income in ways management may not accurately predict.

•

We Experience Intense Competition for Loans and Deposits.

Competition among financial institutions in attracting and retaining deposits and making loans is intense. Our most direct competition for deposits has come from commercial banks, savings and loan associations and credit unions doing business in our areas of operation, as well as from nonbanking sources, such as money market mutual funds and corporate and government debt securities. Competition for loans comes primarily from commercial banks, savings and loan associations, consumer finance companies, insurance companies and other institutional lenders. We compete primarily on the basis of products offered, customer service and price. A number of institutions with which we compete have greater assets and capital than we do and, thus, may have a competitive advantage.

•

We Are Subject to Substantial Regulation Which Could Adversely Affect Our Business and Operations.

As a financial institution, we are subject to extensive regulation, which materially affects our business. Statutes, regulations and policies to which we and Sovereign Bank are subject may be changed at any time, and the interpretation and the application of those laws and regulations by our regulators is also subject to change. There can be no assurance that future changes in regulations or in their interpretation or application will not adversely affect us.

The regulatory agencies having jurisdiction over banks and thrifts have under consideration a number of possible rulemaking initiatives which impact bank and thrift and bank and thrift holding company capital requirements. Adoption of one or more of these proposed rules could have an adverse effect on us and Sovereign Bank.

Existing federal regulations limit our ability to increase our commercial loans. We are required to maintain 65% of our assets in residential mortgage loans and certain other loans, including small business loans. We also cannot have more than 20% of our total assets in commercial loans that are not secured by real estate, however, only 10% can be large commercial loans not secured by real estate, more than 10% in small business loans, or more than four times our risk based capital in commercial real estate loans. A small business loan is one with an original amount of $2 million or less, and a large commercial loan is a loan with an original loan amount of more than $2 million. Our existing strategy is to focus loan growth on commercial loans which generally have higher yields and profitability. We may be limited in the amount of commercial loan growth that we can achieve based on the above regulations.

•

Changes in Accounting Standards Could Impact Reported Earnings.

The accounting standard setters, including the FASB, SEC and other regulatory bodies, periodically change the financial accounting and reporting standards that govern the preparation of Sovereign’s consolidated financial statements. These changes can be hard to predict and can materially impact how it records and reports its financial condition and results of operations. In some cases, Sovereign could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements.

•

We Rely on Third Parties for Important Products and Services.

Third party vendors provide key components of our business infrastructure such as loan and deposit servicing systems, internet connections and network access. Any problems caused by these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third party vendors could also entail significant delays and expense.

•

Our Framework for Managing Risks May Not be Effective in Mitigating Risk and Loss to Our Company.

Our risk management framework is made up of various processes and strategies to manage our risk exposure. Types of risks to which we are subject include liquidity risk, credit risk, market risk, interest rate risk, operational risk, legal risk, compliance risk, reputation risk and fiduciary risk, among others. Our framework to manage risk, including the framework’s underlying assumptions, may not be effective under all conditions and circumstances. If our risk management framework proves ineffective, we could suffer unexpected losses and could be materially adversely affected.

•

Our Disclosure Controls and Procedures May Not Prevent or Detect All Errors or Acts of Fraud.

Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by any unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Item 1B — Unresolved Staff Comments

None.

Item 2 — Properties

Sovereign Bank utilizes 841 buildings that occupy a total of 6.3 million square feet, including 240 owned properties with 1.8 million square feet and 601 leased properties with 4.5 million square feet. Eight major buildings contain 1.3 million square feet, which serve as the headquarters or house significant operational and administrative functions:

Columbia Park Operations Center — Dorchester, Massachusetts

195 Montague Street Regional Headquarters for New York Metro — Brooklyn, New York

East Providence Call Center and Operations and Loan Processing Center — East Providence, Rhode Island

75 State Street Regional Headquarters for Sovereign Bank of New England — Boston, Massachusetts

405 Penn Street Sovereign Plaza Call Center and Operations and Loan Processing Center - Reading, Pennsylvania

601 Penn Street Loan Processing Center — Reading, Pennsylvania

1130 Berkshire Boulevard Bank Headquarters and Administrative Offices — Wyomissing, Pennsylvania

1125 Berkshire Boulevard Operations Center — Wyomissing, Pennsylvania

The majority of the 8 properties of Sovereign outlined above are utilized by our Shared Services Consumer Bank segment and for general corporate purposes by our Other segment. The remaining 833 properties consist primarily of bank branches and lending offices used by our Mid-Atlantic, New England and Metro New York segments.

Item 3 — Legal Proceedings

Sovereign is not involved in any pending material legal proceeding other than routine litigation occurring in the ordinary course of business. Sovereign does not expect that any amounts that it may be required to pay in connection with these matters would have a material adverse effect on its financial position.

In January 2008, the Company received a letter from a purported shareholder demanding an investigation into the Board of Director’s oversight of several public disclosures made by the Company from June 2006 through January 2008, contending primarily that the Company inadequately disclosed its exposure to changes in the consumer credit market. The Board is currently analyzing the demand letter from the purported shareholder and will respond in due course after completing its consideration of the issues raised therein.

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

None.

Item 4A — Executive Officers of the Registrant

Certain information, including principal occupation during the past five years, relating to the principal executive officers of Sovereign, as of the date of this filing are set forth below:

Joseph P. Campanelli — Age 51. Mr. Campanelli became President and Chief Executive Officer of Sovereign and Sovereign Bank in October 2006. He was appointed Vice Chairman of Sovereign in September 2002. Mr. Campanelli was named President and Chief Executive Officer of SBNE effective January 1, 2005. In May 2002, Mr. Campanelli was appointed President and Chief Operating Officer of Sovereign Bank’s Commercial Markets Group. Prior to becoming President and Chief Operating Officer of Sovereign Bank’s Commercial and Business Banking Division in May 2001, Mr. Campanelli was appointed President and Chief Operating Officer of SBNE in January 2000. Mr. Campanelli joined Sovereign as Executive Vice President in September 1997 through Sovereign’s acquisition of the Fleet Automotive Finance Division and assumed the role of Managing Director of Sovereign’s Automotive Finance Division and the Asset Based Lending Group.

Mark R. McCollom — Age 44. In May 2005, Mr. McCollom was named Chief Financial Officer of Sovereign. Mr. McCollom has been with Sovereign since 1996 holding several positions within the company including Managing Director of Corporate Planning, Chief Financial Officer of Sovereign Bank and Chief Accounting Officer.

Salvatore J. Rinaldi — Age 53. Mr. Rinaldi was appointed Executive Vice President and Chief of Staff to Sovereign’s Chief Executive Officer in 2007. As Chief of Staff, he oversees Sovereign Bank’s administrative activities, including the company’s technology, operations, legal, CRA, and security groups. In addition, he is responsible for overseeing the bank’s conversion and integration management activities. In this role Mr. Rinaldi also supervises the operations, documentation, collections, and risk review processes for the bank’s middle market, specialty lending and auto finance groups. Prior to joining Sovereign in 1997, Rinaldi served nearly 24 years in a variety of senior positions with Fleet and Shawmut Banks. His responsibilities included dealer floorplan and indirect auto finance operations, collections, underwriting, audit, strategic planning and budgeting.

Robert M. Rose — Age 56. Mr. Rose has served as Credit Risk Management Officer and Executive Vice President of Sovereign since May 2004 and Executive Vice President and Regulation O Officer of Sovereign Bank since May 2004. Previously, Mr. Rose had served as Chief Credit Policy Officer and Executive Vice President of Sovereign from May 2002 until May 2004 and Chief Credit Officer and Senior Vice President of Sovereign from 2000 until May 2002.

Patrick J. Sullivan — Age 52. Mr. Sullivan was appointed to the position of Managing Director of Commercial Banking in 2008. Prior to being promoted to Managing Director of Commercial Banking, Mr. Sullivan was President and CEO of Massachusetts and New Hampshire. Mr. Sullivan has 30 years of experience in the banking industry and has held a variety of executive and management positions. He joined Sovereign in June of 2000 as Executive Vice President, Managing Director of Commercial Banking and Specialized Lending. Previously, he was President and Chief Executive Officer of Howard Bank.

Matthew A. Kerin — Age 53. Mr. Kerin was appointed Managing Director, Corporate Specialties Group in January 2008 assuming responsibility for Consumer Lending, Mortgage Banking and Global Services. Mr. Kerin joined the company in 2007 as Executive Vice President and Managing Director for Capital Markets and Wealth Management after having served in an advisory capacity to the CEO and executive management of Sovereign Bank since 2006. Previously, Kerin spent twenty years with Bank of America, FleetBoston Financial and predecessor entities, in various executive and senior management roles in asset management, strategic development, and corporate finance.

Roy J. Lever — Age 56. Mr. Lever was appointed to the position of Managing Director of Retail Banking in 2008. Prior to joining Sovereign, Mr. Lever served nearly 33 years in a variety of senior positions with Bank of America and Fleet Bank. Most recently, he was a Senior Vice President for Global Consumer and Small Business Banking at Bank of America and where he had responsibility for the bank’s compliance, risk and operations at more than 6,000 branches.

PART II

Item 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Sovereign’s common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SOV.” At February 14, 2008, the total number of record holders of Sovereign’s common stock was 22,073.

Market and dividend information for Sovereign’s common stock appear in Item 7 — Table 13 “Selected Consolidated Financial Data” of this Form 10-K.

On January 24, 2008 Sovereign announced that it was discontinuing its quarterly dividend to common stock holders to help bolster capital and mitigate risk during the ongoing challenges facing the financial services industry. Sovereign’s Board of Directors will review whether to reinstate the common stock dividend in future periods. In addition, for certain limitations on the ability of Sovereign Bank to pay dividends to Sovereign, see Part I, Item I, “Business Supervision and Regulation — Regulatory Capital Requirements” and Note 15 at Item 8, “Financial Statements and Supplementary Data.”

The table below summarizes the Company’s repurchases of common equity securities during the quarter ended December 31, 2007:

Average

Total Number of

Maximum Number of

Total

Price

Shares Purchased as

Shares that may be

Number of

Paid

Part of Publicly

Purchased Under

Shares

Per

Announced Plans or

the Plans or

Period

Purchased

Share

Programs (1)

10/1/07 through 10/31/07

390

18.48

Not Applicable

19,500,000

11/1/07 through 11/30/07

14.53

Not Applicable

19,500,000

12/1/07 through 12/31/07

1,545

12.28

Not Applicable

19,500,000


(1)		Sovereign has three stock repurchase programs in effect that would allow the Company to repurchase up to 40.5 million shares of common stock as of December 31, 2007. Twenty one million shares have been purchased under these repurchase programs as of December 31, 2007. All of Sovereign’s stock repurchase programs have no prescribed time limit in which to fill the authorized repurchase amount.

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 minimum income tax liabilities. Sovereign repurchased 1,957 shares outside of publicly announced repurchase programs during the fourth quarter of 2007.

Item 6 — Selected Financial Data


	SELECTED FINANCIAL DATA
	AT OR FOR THE YEAR ENDED DECEMBER 31,
	2007			2006			2005			2004			2003
(Dollars in thousands, except per share data)
Balance Sheet Data
Total assets	$	84,746,396		$	89,641,849		$	63,678,726		$	54,489,026		$	43,517,433
Loans held for investment, net of allowance		56,522,575			54,505,645			43,072,670			36,102,598			25,695,715
Loans held for sale⁽¹⁾		547,760			7,611,921			311,578			137,478			137,154
Investment securities		15,142,392			14,877,640			12,557,328			11,546,877			12,618,971
Deposits and other customer accounts		49,915,905			52,384,554			37,977,706			32,555,518			27,344,008
Borrowings and other debt obligations		26,126,082			26,849,717			18,720,897			16,140,128			12,197,603
Stockholders’ equity	$	6,992,325		$	8,644,399		$	5,810,699		$	4,988,372		$	3,260,406
Summary Statement of Operations
Total interest income	$	4,656,256		$	4,326,404		$	2,962,587		$	2,255,917		$	1,951,888
Total interest expense		2,792,234			2,504,856			1,330,498			819,327			724,123

Net interest income		1,864,022			1,821,548			1,632,089			1,436,590			1,227,765
Provision for credit losses⁽¹⁾		407,692			484,461			90,000			127,000			161,957

Net interest income after provision for credit losses⁽⁵⁾		1,456,330			1,337,087			1,542,089			1,309,590			1,065,808
Total non-interest income⁽¹⁾		354,396			285,574			602,664			450,525			499,439
General and administrative expenses		1,345,838			1,289,989			1,089,204			942,661			852,364
Other expenses^{(1) (2)}		1,874,600			313,541			163,429			236,232			157,984

(Loss)/Income before income taxes		(1,409,712	)		19,131			892,120			581,222			554,899
Income tax provision (benefit)		(60,450	)		(117,780	)		215,960			127,670			153,048

Net (Loss)/Income⁽³⁾	$	(1,349,262	)	$	136,911		$	676,160		$	453,552		$	401,851

Share Data
Common shares outstanding at end of period (in thousands)⁽³⁾		481,404			473,755			358,018			345,775			293,111
Basic (loss)/earnings per share⁽³⁾	$	(2.85	)	$	0.30		$	1.77		$	1.34		$	1.38
Diluted (loss)/earnings per share⁽³⁾	$	(2.85	)	$	0.30		$	1.69		$	1.29		$	1.32
Common share price at end of period	$	11.40		$	25.39		$	20.59		$	21.48		$	22.62
Dividends declared per common share	$	.320		$	.300		$	.170		$	.115		$	.100
Selected Financial Ratios
Book value per common share⁽⁴⁾	$	14.12		$	17.83		$	15.46		$	13.74		$	10.59
Common dividend payout ratio⁽⁵⁾		N/A			92.11	%		9.02	%		8.21	%		6.99	%
Return on average assets⁽⁶⁾		(1.62)	%		0.17	%		1.11	%		.90	%		.97	%
Return on average equity⁽⁷⁾		(15.40)	%		1.82	%		11.92	%		10.74	%		13.41	%
Average equity to average assets⁽⁸⁾		10.52	%		9.46	%		9.34	%		8.36	%		7.24	%


(1)		Our provision for credit losses in 2007 was negatively impacted by the deterioration in the credit quality of our loan portfolios (particularly auto loans, commercial loans and our remaining correspondent home equity portfolios) which was impacted by the weakening of the United States economy as well as declines in residential real estate prices. See additional discussion in Management’s Discussion and Analysis. Non-interest income for 2007 includes a pretax other-than-temporary impairment charge of $180.5 million on FNMA and FHLMC preferred stock. Non-interest income also included charges of $46.9 million within capital markets revenue related to losses on repurchase agreements and other financing agreements that Sovereign provided to a number of mortgage companies who declared bankruptcy and/or defaulted on their agreements. In connection with a strategic decision made in the fourth quarter of 2006, management decided to take several steps to improve the profitability and capital position of the Company. The Company decided to sell certain loans including $2.9 billion of low yielding residential real estate and $4.3 billion of correspondent home equity loans whose credit quality had deteriorated significantly in 2006. The proceeds from these sales were utilized to reduce FHLB borrowings and brokered certificate of deposits. In 2006, we recorded charges of $296 million through the provision for credit losses related to the correspondent home equity loan sale and recorded a $28.2 million reduction in mortgage banking revenues as a result of re-classifying these loans to held for sale at December 31, 2006 and carrying the loans at their market value which was less than cost. In the first quarter of 2007, Sovereign recorded and additional charge of $119.9 million on our correspondent home equity loan portfolio. See additional discussion in Management’s Discussion and Analysis. Also in the fourth quarter of 2006, several members of executive management resigned from the Company and approximately 360 employees were notified that their positions were being eliminated. In 2006, Sovereign recorded severance charges of $63.9 million related to these events which was recorded in other expenses. Finally, Sovereign sold approximately $1.5 billion of low yielding investment securities in connection with the restructuring plan. The proceeds from this sale were reinvested in higher yielding securities as they were needed for collateral on certain of our debt and deposit obligations. However, in 2006, we recorded a pre-tax loss of $43 million in connection with this sale which was recorded in non-interest income. Sovereign also recorded investment securities charges of $305.8 million during the second quarter of 2006 which was recorded in non-interest income. See Management’s Discussion and Analysis and Footnotes 6, 7 and 28 to the Consolidated Financial Statements for further discussion.

(2)		2007 results include a $1.58 billion goodwill impairment charge related to the Company’s Metro New York and Shared Services Consumer reporting units. See Management’s Discussion and Analysis and Footnote 4 to the Consolidated Financial Statements for further discussion.

(3)		Net income includes after-tax goodwill and investment security impairment charges, merger-related charges, restructuring charges, debt extinguishment charges or other charges of $1.9 billion ($3.92 per share) in 2007, $538 million ($1.24 per share) in 2006, $15 million ($0.04 per diluted share) in 2005, $98 million ($0.27 per diluted share) in 2004 and $19 million ($0.06 per diluted share) in 2003.

(4)		Book value per share is calculated using stockholders’ equity divided by common shares outstanding at end of such period.

(5)		Common dividend payout ratio is calculated by dividing total common dividends paid by net income for the period. The ratio for 2007 is not applicable due to the net loss recorded during this time period.

(6)		Return on average assets is calculated by dividing net income by the average balance of total assets for the year.

(7)		Return on average equity is calculated by dividing net income by the average balance of stockholders’ equity for the year.

(8)		Average equity to average assets is calculated by dividing the average balance of stockholders’ equity for the year by the average balance of total assets for the year.

Management’s Discussion and Analysis

Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

EXECUTIVE SUMMARY

Sovereign, is an $85 billion financial institution as of December 31, 2007, with community banking offices, operations and team members located principally in Pennsylvania, Massachusetts, New Jersey, Connecticut, New Hampshire, New York, Rhode Island, and Maryland. 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 loans and investment securities, capital markets 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 the competitive conditions within our geographic footprint.

Balance Sheet Restructuring and Expense Savings Initiatives

Our financial results for 2007 were significantly impacted by a number of factors. In the first half of 2007 we were focused on completing the balance sheet restructuring initiated at the end of 2006 and expense savings initiatives. During 2007, we completed a comprehensive review of Sovereign’s operating cost structure and began implementing the restructuring plan that was formulated late in 2006. The restructuring plan focused on the following three goals which we believed would help improve the quality of earnings, improve our financial performance, provide greater transparency and understanding of Sovereign’s businesses and strategy, and better position Sovereign for sustainable growth:

1.		Improve productivity and expense management

2.		Improve the capital position and quality of earnings

3.		Improve the customer experience

Our productivity and expense management initiative focused on eliminating functional redundancies and improving operating inefficiencies by deemphasizing products/business lines not meeting profit or strategic goals, leveraging economies of scale with vendor supply and service contracts, optimizing capacity utilization and expenses associated with facilities, consolidating departments and optimizing retail delivery channels while minimizing the impact on customer facing activities and organic revenue generation. Management identified approximately $100 million of expense reductions involving consolidation of support groups, exit of business lines performing below expectations, contract renegotiations, and a reduction in workforce.

In December 2006, Sovereign notified approximately 360 employees that their positions had been eliminated. Additionally, several members of executive management were terminated and/or resigned in the fourth quarter of 2006, including the Company’s former Chief Executive Officer. Sovereign incurred severance charges of $63.9 million in 2006 resulting from these events. In 2007, we terminated additional employees which resulted in severance charges of $13.7 million. Sovereign’s executive management team and Board of Directors also decided to freeze the Company’s Employee Stock Ownership Plan (ESOP). In 2007, the debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares held by the ESOP and all remaining shares were allocated to the eligible participants. During 2007, Sovereign recorded a non-deductible non-cash charge of $40.1 million in connection with this action.

We also closed approximately 40 underperforming branch locations in 2007. In connection with the decision to close these locations, Sovereign recorded charges of $22.5 million in 2007. We intend to continue to make investments in our retail franchise and we have opened or relocated 16 new branches in 2007 and are targeting the opening or relocation of up to 20 branch offices during 2008.

In order to improve our capital position, Sovereign sold approximately $8.0 billion of low margin and/or high credit risk assets (which included the $3.4 billion of correspondent home equity loans, $2.9 billion of residential mortgage loans, $1.2 billion of multi-family loans, and $0.5 billion of investments) and reduced our wholesale funding significantly in the first quarter of 2007 with the proceeds from the sales. These loan sales enhanced the quality of our balance sheet, improved the quality of our earnings, and enhanced our capital ratios. The sale of these assets also helped to stabilize our net interest margin which was 2.73% for 2007 compared to 2.60% for the fourth quarter of 2006 and 2.75% for all of 2006.

The decision to sell the $8.0 billion of assets was made late in 2006 and as a result all of the loans to be sold were classified as held for sale and reported at the lower of cost or market at December 31, 2006. Approximately $4.3 billion of the assets included correspondent home equity loans which were written down to their estimated fair market value which resulted in a pretax charge of $296 million in the fourth quarter of 2006 that was recorded as additional provision for credit losses due to the determination that this reduction in fair value was primarily associated with credit factors and not interest rates. The majority of the correspondent home equity loans were non prime in nature and were held by customers outside of Sovereign’s branch footprint.

We sold $3.4 billion of the correspondent home equity loans in the first quarter of 2007. However, due to adverse market conditions for non-prime loans we decided not to sell $658 million of correspondent home equity loans. At the end of the first quarter of 2007, Sovereign transferred these remaining loans back into our held for investment loan portfolio. Before transferring these loans back into the held for investment loan portfolio, Sovereign marked this portfolio to market as of March 31, 2007 which resulted in a lower of cost or market write-down of $84.2 million. In addition to this charge, Sovereign also established a reserve for the $3.4 billion of correspondent home equity loans that were sold to cover any loans that may need to be repurchased from the buyers of these loans if any breaches of certain representation and warranty clauses contained within the sale agreement are discovered in future periods. We also were required to further write down the $3.4 billion of correspondent home equity loans that we sold in the first quarter due to lower pricing on the execution of the sales as a result of the deterioration in the loan portfolio and lower pricing in the market place for non-prime loans. The total charge recorded in connection with these two items was $35.7 million for the three-month period ended March 31, 2007. The total charge related to the correspondent home equity loan sale of $119.9 million for 2007 is reflected in mortgage banking income/(loss).

As a part of the restructuring plan, Sovereign also redeemed certain asset backed floating rate notes totaling $2.0 billion and junior subordinated debentures due to Capital Trust Entities totaling approximately $286 million. In connection with these transactions, Sovereign incurred debt extinguishment charges of $14.7 million in 2007.

Market Conditions and Credit

In the second half of 2007, conditions in the housing market continued to deteriorate and there was a significant tightening of available credit in the marketplace. Declining real estate values and financial stress on borrowers resulted in higher delinquencies and greater charge-offs in 2007 compared to 2006. Several companies that specialized in non prime residential real estate lending declared bankruptcy in 2007 or significantly curtailed their operations. Credit spreads significantly widened on various asset classes in the secondary marketplace which has led to a reduction in liquidity for these asset classes.

These changing market conditions impacted our financial results in the third and fourth quarters of 2007 in a number of ways. We began to see higher levels of losses on our remaining correspondent home equity portfolio due to a reduction in housing values and limited availability of credit in the marketplace which reduced refinancing options for these loan customers. Because the actual losses on the remaining correspondent home equity portfolio were higher than initially anticipated, Sovereign increased its provision for credit losses by an additional $47 million during the third quarter of 2007 for this portfolio.

In addition to our correspondent home equity portfolio, we saw elevated levels of losses in our auto loan portfolio in the second half of 2007. During the second half of 2006, Sovereign expanded its indirect auto loan business in the Southeastern and Southwestern United States (“the Southeast and Southwest production offices”). When we decided to expand our auto loan business into the Southeast and Southwest, we expected to see higher levels of losses than what we had historically experienced for our auto loan business in our geographic footprint given that it was a new market and economic conditions were different in these markets as compared to the Northeast. However, our pricing was adjusted to consider this expected difference in risk. The Southeast and Southwest production offices experienced significant growth in auto loan balances in 2007 with auto loan originations of approximately $2.8 billion or 57% of our 2007 total auto loan originations. The average yield on these loan originations was 8.04% in 2007 compared to 7.61% on our originations within our geographic footprint. However, credit losses were significantly higher than our expectations and were the primary reasons for additional provisions for credit losses that were recorded in the second half of 2007. Charge-offs on our auto portfolio totaled $76.2 million during 2007 compared to $30.5 million in 2006. However, 71% of our 2007 credit losses were recorded in the second half of the year. Additionally, more than half of these losses were related to the Southeast and Southwest production offices. At December 31, 2007, $2.6 billion of our auto loan portfolio consisted of loans originated in the Southeast and Southwest production offices.

In late December 2007, management decided to cease originating new loans in the Southeast and Southwest production offices effective January 31, 2008. Management also strengthened its underwriting standards in the third and fourth quarters of 2007 on its entire auto loan portfolio. We believe these two decisions will lower loss rates in future periods; however losses are anticipated to remain at elevated levels during the first half of 2008 as the newly originated loans continue to season. We believe the additional provisions responds to the increased risk in our auto loan portfolio. However, deterioration in the economy of the regions where we extended these loans could have a significant adverse impact on the amount of credit losses we experience in 2008.

In addition to increasing the provision for credit losses for the auto loan and correspondent home equity portfolios, Sovereign also increased the provision for credit losses to cover exposures in its commercial portfolio, as well as increased charge-offs. Our commercial reserves as a percentage of commercial loans increased to 1.40% at December 31, 2007, from 1.23% at December 31, 2006. This was due to an increase in the level of criticized and non-performing loans from the prior year and weakening market conditions. Additionally, we recorded additional provisions in 2007 due to growth of $2 billion on our commercial real estate and commercial and industrial loan portfolios.

Our total allowance for credit losses as a percentage of total loans increased to 1.28% at December 31, 2007 compared to 0.88% at December 31, 2006. We believe the reserves we have established are adequate to provide for inherent losses in our portfolio at this time. Although the credit quality of our loan portfolio will most likely have the most significant impact on our financial performance in 2008, we believe the recent steps we have taken with regards to our auto loan portfolio will reduce the credit risk in our consumer portfolio. Additionally, our residential and in-market consumer home equity loan portfolios have continued to perform well due to our high underwriting standards in these portfolios and the historical decision to not originate certain residential mortgage products that led to significant industry problems in 2007, such as teaser rate adjustable rate mortgages and negative amortization mortgage loans.

The disruption in the non-prime residential lending sector also negatively impacted the ability of some of our customers to repay certain financing agreements that Sovereign extended through our capital markets group. During the third and fourth quarters of 2007, we recorded $46.9 million of pre-tax losses on repurchase agreements and other financings that Sovereign provided to a number of mortgage companies who declared bankruptcy and/or defaulted on their agreements.

The disruption in the residential real estate market also had a significant impact on Fannie Mae (FNMA) and Freddie Mac (FHLMC) and caused credit spreads on preferred stock issuances of these companies to increase dramatically in the fourth quarter of 2007. Credit spreads on these securities increased by over 200 basis points in the fourth quarter which resulted in unrealized losses of $180.5 million on the $803 million of preferred stock that Sovereign held in these entities at December 31, 2007. At September 30, 2007, the unrealized loss on these same securities was $9.5 million. We recorded the unrealized loss of $180.5 million at December 31, 2007 as an other-than-temporary impairment in accordance with generally accepted accounting principles (GAAP). The FNMA and FHLMC preferred securities are investment grade and part of our available-for-sale investment portfolio. While Sovereign continues to believe that the market value of these securities will improve in the future, the company cannot say with certainty that this recovery will occur in the near-term; thus, an other-than-temporary impairment charge was recorded in the fourth quarter of 2007 as a component of non-interest income.

Goodwill Impairment

The market conditions and related concerns surrounding credit caused valuations for banking and other financial services companies to decrease significantly during the fourth quarter of 2007. The market price of our common stock decreased from a high of $25.16 during the second quarter of 2007 to a low of $10.08 in the fourth quarter of 2007, a 60% decrease. The significant drop in value caused our book value per common share to be significantly higher than our market stock price.

During the fourth quarter of 2007, we completed our annual assessment of goodwill using a third party valuation firm who considered the impact of current credit conditions, our 2007 actual results, expected results for 2008, as well as current market valuations. We evaluated goodwill for impairment for each of our reporting units under 3 different valuation approaches (transaction market approach, guideline company approach, and discounted net income approach) to ensure that the fair value of our reporting units was in excess of net book value including goodwill. Based on this analysis, we concluded that we had goodwill impairment in our Shared Services Consumer and Metro New York segments of $634 million and $943 million, respectively.

Our Shared Services Consumer segment primarily consists of our residential real estate lending and auto lending businesses. The impairment in our Shared Services Consumer segment was impacted by the negative events in the fourth quarter surrounding our auto portfolio. In the third quarter of 2007, the annual loss run rate for our auto loans was $76.4 million or 116 points. During the fourth quarter losses for the auto loan portfolio increased significantly beyond what was expected with an annual loss run rate of $135.8 million or 206 basis points. The majority of these losses related to loans originated in the Southeast and Southwest production offices. This led to our decision to cease originating loans from the Southeast and Southwest production offices effective January 31, 2008. The closing of these operations and the higher levels of consumer loan losses, had a significant negative impact on our anticipated future earnings for the Shared Services Consumer Segment. These facts, in addition to, the decrease in market valuations for all banks during the quarter of 2007 had a significant impact on the fair value of our consumer reporting unit. As a result we determined the Shared Services Consumer segment’s goodwill was impaired, resulting in a writedown of $634 million as of December 31, 2007.

In connection with our acquisition of Independence Bancorp in June 2006, Sovereign created a Metro New York segment. This segment is primarily comprised of the net assets of Independence and substantially all of Sovereign’s New Jersey banking offices. Total goodwill recorded in this segment was approximately $2.7 billion. Due to the significant drop in market valuations for financial institutions during the fourth quarter, as well as lower than anticipated revenue and deposit growth for this segment, Sovereign was required to record a goodwill impairment charge of $943 million related to its Metro New York segment. See Note 4 in our Consolidated Financial Statements for further discussion on our goodwill impairment charges recorded in 2007.

Profitability

The impact of all of the above items on Sovereign’s 2007 financial results was significant as Sovereign reported a net loss of $1.35 billion in 2007 compared to net income of $136.9 million in 2006.

Although Sovereign was negatively impacted by the events above, management was able to carry out many of its initiatives in 2007 including the balance sheet restructuring and expense savings initiative. We also believe that the timing of the $3.4 billion sale of correspondent home equity loans in the first quarter of 2007 was fortunate due to the adverse developments in the U.S. residential real estate market subsequent to our decision to sell these loans. If we had decided to sell these loans later in 2007, we believe our loss would have been materially higher. Despite our disappointing 2007 financial results, we are encouraged by certain core financial metrics. Net interest income, consumer and commercial fees, and operating expenses have been in line with our expectations and have increased from the prior year. In the fourth quarter of 2007, we piloted a new retail deposit strategy called “Customer First” in certain markets within our footprint. The goal of Customer First is to increase deposit retention and growth rates and increase the number of products and services our customers maintain and use at Sovereign. The results of this initial rollout were positive and we have begun the process of implementing Customer First throughout our entire branch network. The implementation of Customer First is an important initiative for Sovereign which we hope will help increase our profitability towards the end of 2008 and beyond.

RECENT INDUSTRY CONSOLIDATION IN OUR GEOGRAPHIC FOOTPRINT

The Banking industry has experienced significant consolidation in recent years, which is likely to continue in future periods. 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. Recent merger activity involving national, regional and community banks and specialty finance companies in the Northeastern United States, including acquisitions by Sovereign, have affected the competitive landscape in the markets we serve. Sovereign acquired Independence on June 1, 2006 which extended our operations to New York, a major market in the Northeast where we did not have significant operations previously. Management continually monitors the environment in which it operates to assess the impact of the industry consolidation on Sovereign, as well as the practices and strategies of our competition, including loan and deposit pricing, customer expectations and the capital markets.

CURRENT INTEREST RATE ENVIRONMENT

Net interest income represents a significant portion of the Company’s revenues. Accordingly, the interest rate environment has a substantial impact on Sovereign’s earnings. Sovereign currently has a mildly liability sensitive interest rate risk position. Sovereign restructured its balance sheet and sold approximately $8.0 billion of low margin and/or high credit risk assets in early 2007. We utilized the proceeds to pay off higher cost borrowings. These actions benefited our net interest margin in 2007 which increased to 2.73% compared to 2.60% in the fourth quarter of 2006. Net interest margin in future periods will be impacted by several factors such as but not limited to, our ability to grow and retain core deposits, the future interest rate environment, and loan and investment prepayment rates. We would expect our net interest margin to benefit from any substantial sustained expansion between long-term and short-term interest rates, and if we are able to grow low-cost core deposits. 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 had a significant impact on our operating results for 2007. Any significant change in the credit quality of our loan portfolio would have a significant effect on our financial position and results of operations. We have experienced a deterioration in certain key credit quality performance indicators in the second half of 2007. We had charge-offs of $143.8 million in 2007 compared to $529.1 million in 2006. However, charge-offs for 2006 were impacted by our decision to sell our correspondent home equity loan portfolio in 2006. As discussed earlier, Sovereign transferred $4.3 billion of correspondent home equity loans on December 31, 2006 to held for sale which resulted in a charge-off of $382.5 million. Prior to this, Sovereign had recorded charge-offs of $50.9 million on these loans in 2006. Therefore, after removing the impact of these losses, Sovereign’s credit losses for 2006 would have been $95.7 million.

During the first quarter of 2007, Sovereign sold $3.4 billion of correspondent home equity loans but decided to retain $658 million due to adverse market conditions. We wrote the loans that we retained down to fair value. This write-down included an estimate of future credit losses associated with the loans based on current market conditions at that time. Therefore, as losses have been experienced on these retained loans they have been recorded against our lower of cost or market adjustment which we established in the first quarter. The initial credit reserves which we established in the first quarter of 2007 are anticipated to be completely utilized in 2008 as this reserve totals only $11.9 million at December 31, 2007. Sovereign will begin recording charge-offs in 2008 against the allowance for loan loss beginning in the first quarter on this retained portfolio. However, as a result of conditions in the housing market and higher levels of losses on these retained loans Sovereign recorded additional provisions for credit losses of $50.5 million in 2007 which we believe is adequate to cover inherent losses in this portfolio. Although we believe our credit reserves at December 31, 2007 of $62.4 million are adequate to cover inherent losses, further deterioration in the economy of the regions we extended these loans and/or declines in residential real estate prices could result in Sovereign recording additional provisions for credit losses in future periods. As of December 31, 2007, Sovereign has $367.5 million of first lien and $131 million of second lien correspondent home equity loans.

Additionally, during 2007, Sovereign aggressively expanded its indirect auto loan portfolio via our Southeast and Southwest production offices. However credit losses were higher than our expectations and were the primary reasons for an additional $85 million of incremental provisions for credit losses that were recorded in the second half of 2007. Charge-offs on our auto portfolio totaled $76.2 million during 2007 compared to $30.5 million in 2006. However, 71% of our 2007 credit losses were recorded in the second half of the year. Additionally, 54% of these losses related to the Southeast and Southwest production offices.

In late December 2007, management decided to cease originating new loans in the Southeast and Southwest production offices effective January 31, 2008. Management also strengthened its underwriting standards in the second half of 2007 on its entire auto loan portfolio. We believe these two decisions will lower loss rates in future periods, however losses are anticipated to remain at elevated levels during the first half of 2008 as the newly originated loans continue to season. Additionally, deterioration in the economy of the regions where we extended these loans could have a significant adverse impact on the amount of credit losses we experience in 2008.

As discussed previously, conditions in the housing market significantly impacted certain areas of our business in 2007. Certain segments of our consumer and commercial loan portfolios have exposure to the housing market. Sovereign has residential real estate loans totaling $13.3 billion at December 31, 2007. However, credit losses on these loans have been quite low and totaled $7.5 million during 2007. Our fourth quarter loss rate did increase to 10 basis points which would equate to annualized 2008 losses of $14.5 million. However, these amounts are quite favorable compared to the industry. This can be attributed to Sovereign’s conservative underwriting approach for this portfolio as we did not originate any negative amortization loans nor did we offer any adjustable rate mortgages with below market rates during an introductory period (i.e. teaser rate loans). Although we do have Alt-A loans, (loans that provide customers reduced documentation requirements in return for quicker decisioning and higher interest rates) these loans are generally of a high quality and have a weighted average FICO at origination of 719 and average loan to values of 67%. However, given the recent trends in the residential real estate market, we believe that the loss trend on our residential loan portfolio will continue to increase. As a result we added additional reserves of $4.9 million in the fourth quarter of 2007 and have total reserves of $38.3 million for our residential loans portfolio. Future losses in our residential loan portfolio will continue to be significantly influenced by home prices in the residential real estate market. Sovereign also has $6.2 billion of home equity loans and lines of credit. Credit losses on these loans for 2007 were $8.1 million. This portfolio consists of loans with an average FICO at origination of 785 and average loan to values of 62%. We believe that declining house values and real estate conditions could cause losses on this portfolio to increase in future periods. Therefore, we added additional reserves for the portfolio in the fourth quarter of 2007 of $7.1 million and have total reserves of $28.5 million for our home equity portfolio.

The homebuilder industry has been impacted by a decline in new home sales and a reduction in the value of residential real estate which has decreased the profitability and liquidity of these companies. Declines in real estate prices in 2007 have been the most pronounced in certain states where previous increases were the most pronounced, such as California, Florida and Nevada. Additionally, foreclosures have increased sharply in certain midwest states due to increasing levels of unemployment. Sovereign provides financing to various homebuilder companies which is included in our commercial loan portfolio. At December 31, 2007 this portfolio totaled $1.2 billion and 80% of the loans are to builders in our geographic footprint. We believe our existing reserve levels are adequate to cover losses for these loans. However, we will continue to monitor this portfolio in future periods given recent market conditions and determine the impact, if any, on the allowance for loan losses related to these homebuilder loans.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006



	YEAR ENDED DECEMBER 31,
(Dollars in thousands, except per share data)	2007			2006
Net interest income	$	1,864,022		$	1,821,548
Provision for credit losses		407,692			484,461
Total non-interest income		354,396			285,574
General and administrative expenses		1,345,838			1,289,989
Other expenses		1,874,600			313,541
Net (loss)/income	$	(1,349,262	)	$	136,911
Basic (loss)/earnings per share	$	(2.85	)	$	0.30
Diluted (loss)/earnings per share	$	(2.85	)	$	0.30

The major factors affecting comparison of earnings and diluted earnings per share between 2007 and 2006 were:

	•		Net interest income increased 2% during 2007 due to the full year impact of the Independence acquisition as well as organic balance sheet growth, which was offset by the impact of our balance sheet restructuring in the first quarter of 2007.


	•		Included in non-interest income:

	(1)		Net losses on investment securities of $176.4 million and $312.0 million in 2007 and 2006, respectively. Our 2007 and 2006 results included other-than-temporary impairment charges of $180.5 million and $67.5 million, respectively, on FNMA and FHLMC preferred stock. Net losses on investment securities in 2006 also included losses of $238.3 million on the sale of investment securities in the second quarter of 2006 and a $43.0 million loss on the sale of $1.5 billion of available for sale investments as part of the balance sheet restructuring in the fourth quarter of 2006. See Note 6 for additional details.

	(2)		An increase in consumer and commercial fee income in 2007 of $43.1 million. The continued growth in fee income in consumer and commercial banking is due to loan and deposit growth as a result of the full year impact of the Independence acquisition as well as strong growth in commercial loans.

	(3)		A decrease in capital markets revenues of $36.8 million due to charges of $46.9 million related to customers who defaulted on repurchase agreements and other financing obligations during 2007.

	(4)		A decrease in mortgage banking revenues in 2007 of $92.0 million due to a $119.9 million lower of cost or market adjustment related to the previously mentioned correspondent home equity loan transactions in the first quarter of 2007. In 2006, Sovereign also sold $2.9 billion of residential real estate loans and recorded a lower of cost or market adjustment of $28.2 million.

	•		Other expenses have increased due primarily to non-deductible goodwill impairment charges of $943 million in our Metro New York reporting unit and $634 million in our Shared Services Consumer reporting unit. See Note 4 for additional details on this charge. Sovereign also recorded restructuring and ESOP termination charges of $102.1 million in 2007 compared to $78.7 million in 2006. Additionally, merger-related charges of $2.2 million were incurred in 2007 compared to $42.4 million in 2006.

	•		The decrease in provision for credit losses in 2007 is related to the previously mentioned $296 million lower of cost or market adjustment for the correspondent home equity portfolio in the fourth quarter of 2006. This decline was partially offset by incremental provision for credit losses in 2007 for our indirect auto, correspondent home equity loans and commercial lending portfolios.

	•		Sovereign recorded an income tax benefit of $60.5 million in 2007 compared to a benefit of $117.8 million in 2006. Both 2007 and 2006 taxes were significantly impacted by the aforementioned restructuring and other significant charges which have magnified the impact of our favorable permanent tax-free items. See a later section of the MD&A for further discussion


	•		Increases in general and administrative expenses were due primarily to the full year impact of the Independence acquisition which closed on June 1, 2006, partially offset by cost savings from our expense reduction initiatives that were implemented in 2007.

Net Interest Income. Net interest income for 2007 was $1.86 billion compared to $1.82 billion for 2006, or an increase of 2.3%. The increase in net interest income in 2007 was due to an increase in average interest-earning assets of $2.3 billion, which was related to the full year impact of the 2006 Independence acquisition and organic loan growth primarily in the commercial and auto portfolios offset by our balance sheet restructuring that was completed in the first quarter of 2007 in which we sold approximately $8.0 billion of low margin and/or high risk assets to reduce higher cost wholesale liabilities.

Interest on investment securities and interest-earning deposits was $792 million for 2007 compared to $775 million for 2006. The increase in interest income was due to higher yields in 2007 which averaged 6.15% compared to 5.82% in 2006. The increase in yield is primarily due to a rise in market interest rates and due to the investment restructurings Sovereign executed in the second and fourth quarters of 2006. This increase in yield in 2007 was offset by a decrease in average investments of $420 million during 2007 as a result of the balance sheet restructuring.

Interest on loans was $3.86 billion and $3.55 billion for 2007 and 2006, respectively. The average balance of loans was $58.0 billion with an average yield of 6.69% for 2007 compared to an average balance of $55.2 billion with an average yield of 6.45% for 2006. The overall growth in total loans resulted from the Independence acquisition and from origination activity in commercial and auto loans. The increase in average yields year to year is due primarily to increased yields on our auto loan portfolios. Auto loan yields have increased 102 basis points due to the previously mentioned expansion resulting from our Southeast and Southwest production offices. The Southeast and Southwest auto loans totaled $2.6 billion at the end of 2007 compared to $0.4 billion at December 31, 2006. At December 31, 2007, approximately 34% of our total loan portfolio reprices monthly or more frequently.

Interest on total deposits was $1.63 billion for 2007 compared to $1.37 billion for 2006. The average balance of deposits was $44.4 billion with an average cost of 3.67% for 2007 compared to an average balance of $41.2 billion with an average cost of 3.33% for 2006. Additionally, the average balance of non-interest bearing deposits increased to $6.4 billion in 2007 from $6.0 billion in 2006. The increase in the average balance of deposits was due to the acquisition of Independence.

Interest on borrowings and other debt obligations was $1.16 billion for 2007 compared to $1.13 billion for 2006. The average balance of total borrowings and other debt obligations was $22.2 billion with an average cost of 5.24% for 2007 compared to an average balance of $23.4 billion with an average cost of 4.85% for 2006. The increase in the cost of funds on borrowings and other debt obligations resulted principally from the higher rates on short-term sources of funding including repurchase agreements and overnight FHLB advances due to an increase in short-term interest rates. The decrease in average balances is the result of the balance sheet restructuring.

Table 1 presents a summary on a tax equivalent basis of Sovereign’s average balances, the yields earned on average assets and the cost of average liabilities for the years indicated (in thousands):

Table 1: Net Interest Margin


	YEAR ENDED DECEMBER 31,
	2007									2006									2005
	Average						Yield/			Average						Yield/			Average						Yield/
	Balance			Interest			Rate			Balance			Interest			Rate			Balance			Interest			Rate
Interest-earning assets:
Interest-earning deposits	$	307,596		$	16,562			5.38	%	$	285,382		$	13,897			4.87	%	$	155,672		$	5,717			3.67	%
Investment securities⁽¹⁾
Available for sale		12,971,273			804,025			6.20			11,217,296			658,966			5.87			7,404,848			385,158			5.20
Held to maturity		—			—			—			2,248,565			125,886			5.60			4,062,700			217,889			5.36
Other		901,197			51,645			5.73			849,040			51,414			6.06			623,005			18,058			2.90

Total investments		14,180,066			872,232			6.15			14,600,283			850,163			5.82			12,246,225			626,822			5.12
Loans:
Commercial loan		25,422,607			1,823,144			7.17			20,833,022			1,489,484			7.15			15,904,425			983,461			6.18
Multifamily		4,657,978			296,126			6.36			3,612,737			224,290			6.21			—			—			—
Consumer:
Residential mortgage		14,525,467			825,685			5.68			15,770,676			888,546			5.63			10,588,935			568,831			5.37
Home equity loans and lines of credit		6,868,727			469,760			6.84			10,119,375			654,760			6.47			10,157,824			567,548			5.59

Total consumer loans secured by real estate		21,394,194			1,295,445			6.06			25,890,051			1,543,306			5.96			20,746,759			1,136,379			5.48

Auto loans		6,187,487			433,172			7.00			4,457,932			266,806			5.98			4,356,121			233,283			5.36
Other		360,486			31,248			8.67			452,029			37,201			8.23			535,616			40,468			7.56

Total Consumer		27,942,167			1,759,865			6.30			30,800,012			1,847,313			6.00			25,638,496			1,410,130			5.50

Total loans		58,022,752			3,879,135			6.69			55,245,771			3,561,087			6.45			41,542,921			2,393,591			5.76

Allowance for loan losses		(533,263	)		—			—			(489,775	)		—			—			(420,879	)		—			—

Net loans⁽¹⁾⁽²⁾		57,489,489			3,879,135			6.75			54,755,996			3,561,087			6.50			41,122,042			2,393,591			5.82

Total interest-earning assets		71,669,555			4,751,367			6.63			69,356,279			4,411,250			6.36			53,368,267			3,020,413			5.66
Non-interest-earning assets		11,646,477			—			—			10,139,116			—			—			7,363,707			—			—

Total assets	$	83,316,032		$	4,751,367			5.70	%	$	79,495,395		$	4,411,250			5.55	%	$	60,731,974		$	3,020,413			4.97	%

Interest-bearing liabilities:
Deposits:
NOW accounts	$	5,682,868		$	61,599			1.08	%	$	5,580,571		$	50,991			0.91	%	$	5,224,350		$	30,896			0.59	%
NOW accounts – government and wholesale		4,022,516			203,411			5.06			4,293,111			215,557			5.02			3,435,963			120,045			3.49
Customer repurchase agreements		2,545,304			108,137			4.25			1,639,453			74,470			4.54			960,092			26,566			2.77
Savings accounts		4,258,897			27,839			0.65			4,286,355			29,660			0.69			3,779,333			25,347			0.67
Money market accounts		9,902,914			347,077			3.50			8,346,033			225,167			2.70			7,900,301			119,341			1.51
Money market accounts- wholesale		2,443,111			130,807			5.35			2,558,549			137,802			5.39			344,105			12,013			3.49
Certificates of deposits		11,383,634			531,994			4.67			9,870,673			405,215			4.11			6,662,657			176,136			2.64
Certificates of deposits – wholesale		4,112,903			216,451			5.26			4,590,768			233,335			5.08			2,918,679			114,246			3.91

Total deposits		44,352,147			1,627,315			3.67			41,165,513			1,372,197			3.33			31,225,480			624,590			2.00

Total borrowings and other debt obligations		22,247,100			1,164,919			5.24			23,377,692			1,132,659			4.85			17,707,167			705,908			3.99

Total interest bearing liabilities		66,599,247			2,792,234			4.19			64,543,205			2,504,856			3.88			48,932,647			1,330,498			2.72
Non-interest-bearing DDA		6,386,359			—			—			6,020,184			—			—			5,294,135			—			—
Non-interest-bearing liabilities		1,568,869			—			—			1,412,368			—			—			831,296			—			—

Total liabilities		74,554,475			2,792,234			3.75			71,975,757			2,504,856			3.48			55,058,078			1,330,498			2.42
Stockholders’ equity		8,761,557			—			—			7,519,638			—			—			5,673,896			—			—

Total liabilities and stockholders’ equity	$	83,316,032		$	2,792,234			3.35	%	$	79,495,395		$	2,504,856			3.15	%	$	60,731,974		$	1,330,498			2.19	%

Net interest spread⁽³⁾								2.44	%								2.48	%								2.94	%

Taxable equivalent interest income/net interest margin					1,959,133			2.73	%					1,906,394			2.75	%					1,689,915			3.17	%


Tax equivalent basis adjustment					(95,111	)								(84,846	)								(57,826	)


Net interest income				$	1,864,022								$	1,821,548								$	1,632,089


Ratio of interest-earning assets to interest-bearing liabilities								1.08	x								1.07	x								1.09	x


(1)		The average balance of our non-taxable investment securities for the year-ended December 31, 2007, 2006, and 2005 were $3.1 billion, $2.9 billion and $1.9 billion, respectively. Tax equivalent adjustments to interest on investment securities available for sale for the years ended December 31, 2007, 2006 and 2005 were $80.5 million, $75.4 million and $51.3 million, respectively. Tax equivalent adjustments to loans for the years ended December 31, 2007, 2006 and 2005, were $14.7 million, $9.5 million and $6.6 million, respectively. Tax equivalent interest income is based upon an effective tax rate of 35%.

(2)		Amortization of premiums and discounts on purchased loans and amortization of deferred loan fees, net of origination costs, of $14.1 million, $97.6 million and $136.3 million for the years ended December 31, 2007, 2006 and 2005, respectively, are included in interest income. Average loan balances include non-accrual loans and loans held for sale.

(3)		Represents the difference between the yield on total earning assets and the cost of total funding liabilities.

Table 2 presents, on a tax equivalent basis, the relative contribution of changes in volumes and changes in rates to changes in net interest income for the periods indicated. The change in interest not solely due to changes in volume or rate has been allocated in proportion to the absolute dollar amounts of the change in each (in thousands):

Table 2: Volume/Rate Analysis


	YEAR ENDED DECEMBER 31,
	2007 VS. 2006									2006 VS. 2005
	INCREASE/(DECREASE)									INCREASE/(DECREASE)
	Volume			Rate			Total			Volume			Rate			Total
Interest-earning assets:
Interest-earning deposits	$	1,130		$	1,535		$	2,665		$	5,879		$	2,301		$	8,180
Investment securities available for sale		107,239			37,820			145,059			218,809			54,999			273,808
Investment securities held to maturity		(62,943	)		(62,943	)		(125,886	)		(101,182	)		9,179			(92,003	)
Investment securities other		3,068			(2,837	)		231			8,335			25,021			33,356
Net loans⁽¹⁾		182,149			135,899			318,048			862,362			305,134			1,167,496


Total interest-earning assets								340,117									1,390,837


Interest-bearing liabilities:
Deposits		110,871			144,246			255,117			241,660			505,948			747,608
Borrowings		(56,435	)		88,696			32,261			255,166			171,584			426,750



Total interest-bearing liabilities								287,378									1,174,358


Net change in net interest income	$	176,207		$	(123,468	)	$	52,739		$	497,377		$	(280,898	)	$	216,479


(1)		Includes non-accrual loans and loans held for sale.

During 2007, Sovereign’s outstanding auto loan portfolio increased from $4.8 billion at December 31, 2006 to $7.0 billion at December 31, 2007. The majority of this growth was obtained through the Southwest and Southeast production offices, which had total originations of $2.8 billion in 2007. The average yield on this portfolio was 8.04%, compared to 7.61% on our 2007 loan originations within our geographic footprint. Although credit losses were expected to be higher in the Southeast and Southwest, we saw an increase in losses during the second half of 2007 in excess of what was expected. Management has decided to cease originations in the Southeast and Southwest auto lending business effective January 31, 2008 as a result of the low profitability on these loans. We increased the overall allowance for loan loss on the auto loan portfolio by $85 million during the second half of 2007 to provide for additional credit losses anticipated to be incurred on our auto loan portfolio.

In 2007, Sovereign recorded $50.5 million of additional reserves to cover higher expected losses on the correspondent home equity portfolio that was not sold due to adverse market conditions in the housing market. In 2007, Sovereign also experienced further deterioration in the credit quality of certain commercial loans due to weakening market conditions. As a result of market conditions, an increase in criticized and non-accrual loans and growth of $2 billion in our commercial real estate loans and commercial industrial loans, Sovereign increased the provision for credit losses by approximately $59 million for our commercial portfolio. Although we believe current levels of reserves are adequate to cover the inherent losses for these loans, future changes in housing values, interest rates and economic conditions could impact the provision for credit losses for these loans in future periods.

Finally, weakening credit conditions increased charge-offs in 2007 by $48.1 million (after removing the impact our correspondent home equity loan portfolio had on credit losses in 2006). The majority of our loan portfolios had higher loss rates in the current year compared to the prior year. This necessitated Sovereign to increase its credit reserves in 2007 to provide for the increased inherent credit risk in our loan portfolio.

Sovereign’s net charge-offs for 2007 were $143.8 million and consisted of charge-offs of $218.8 million and recoveries of $75.0 million. This compares to 2006 net charge-offs of $529.1 million consisting of charge-offs of $594.8 million and recoveries of $65.7 million. The decrease in charge-offs was driven by our correspondent home equity loan portfolio where net charge-offs decreased from $454.0 million in 2006 to an immaterial amount in 2007. The majority of this decrease was related to a $382.5 million charge-off we recorded when we reclassified $4.3 billion of loans to held for sale in 2006. Sovereign sold the majority of this portfolio in the first quarter of 2007 and the remaining loans in the portfolio were written down to fair value. As previously discussed, we will begin to have charge-offs on this portfolio in the first quarter of 2008 against the allowance for loan loss as the reserves established in connection with the lower of cost or fair value adjustment at the end of the first quarter of 2007 will be completely utilized in 2008 as this reserve totals only $11.9 million at December 31, 2007. However, we do not anticipate additional provisions for credit losses in 2008 since we have $50.5 million of reserves recorded in the allowance for loan loss for this portfolio. Although we believe our credit reserves at December 31, 2007 of $62.4 million are adequate to cover inherent losses, further deterioration in the economy of the regions we extended these loans and/or declines in residential real estate prices could result in Sovereign recording additional provisions for credit losses in future periods.

The ratio of net loan charge-offs to average loans, including loans held for sale, was 0.25% for 2007, compared to 0.96% for 2006. 2006 results were significantly impacted by the classifying of our correspondent home equity portfolio and certain residential loans as held for sale and recording them at the lower of cost or market. The consumer loans secured by real estate net charge-off rate was 0.07% for 2007, compared to 1.75% for 2006. Excluding $389.6 million of charge-offs associated with the correspondent home equity loans ($382.5 million) and purchased residential mortgage loans ($7.1 million) classified as held for sale at December 31, 2006, our consumer loans secured by real estate net charge-off rate would have been 0.25% in 2006. The consumer loans not secured by real estate net charge-off rate was 1.19% for 2007 and 0.66% for 2006. Commercial loan net charge-offs as a percentage of average commercial loans were 0.20% for 2007, compared to 0.21% for 2006. Charge-off trends for our entire portfolio have been increasing throughout 2007 and were 0.42% in the fourth quarter.

Table 3 presents the activity in the allowance for credit losses for the years indicated (in thousands):

Table 3: Reconciliation of the Allowance for Credit Losses


	2007			2006			2005			2004			2003
Allowance for loan losses, beginning of period	$	471,030		$	419,599		$	391,003		$	315,790		$	288,018
Allowance acquired in acquisitions		—			97,824			28,778			64,105			—
Provision for loan losses (2)		394,646			487,418			89,501			121,391			160,585
Allowance released in connection with loan sales or securitizations		(12,409	)		(4,728	)		(8,010	)		—			—
Charge-offs:
Commercial		65,670			56,916			40,935			77,499			101,597
Consumer secured by real estate		26,809			463,902			24,125			12,219			16,685
Consumer not secured by real estate		126,385			73,958			71,906			63,530			47,106


Total charge-offs (1)		218,864			594,776			136,966			153,248			165,388
Recoveries:
Commercial		15,187			14,097			13,100			12,825			7,531
Consumer secured by real estate		11,193			9,933			7,085			5,395			6,405
Consumer not secured by real estate		48,661			41,663			35,108			24,745			18,639


Total recoveries		75,041			65,693			55,293			42,965			32,575

Charge-offs, net of recoveries		143,823			529,083			81,673			110,283			132,813


Allowance for loan losses, end of period	$	709,444		$	471,030		$	419,599		$	391,003		$	315,790


Reserve for unfunded lending commitments, beginning of period		15,255			18,212			17,713			12,104			10,732
Provision for unfunded lending commitments (2)		13,046			(2,957	)		499			5,609			1,372

Reserve for unfunded lending commitments, end of period (3)		28,301			15,255			18,212			17,713			12,104

Total Allowance for credit losses	$	737,745		$	486,285		$	437,811		$	408,716		$	327,894


Net charge-offs to average loans (1)		.25	%		.96	%		.20	%		.36	%		.55	%


(1)		The 2006 consumer secured by real estate charge-offs included $389.6 million of charge-offs or 71 basis points related to the lower of cost or market valuation adjustment recorded for the correspondent home equity loans ($382.5 million) and purchased residential mortgage loans ($7.1 million) that were classified as held for sale at December 31, 2006.

(2)		The provision for credit losses on the consolidated statement of operations consists of the sum of the provision for loan losses and the provision for unfunded lending commitments.

(3)		The reserve for unfunded commitments is classified in other liabilities on the consolidated balance sheet.

See Note 1 for Sovereign’s charge-off policy with respect to its various loan types.

Non-interest Income. Total non-interest income was $354.4 million for 2007 compared to $285.6 million for 2006. Several factors contributed to this change as discussed below.

Consumer banking fees were $295.8 million for 2007 compared to $276.0 million in 2006. This increase was primarily due to the growth in our investment services business where fees increased $12.0 million from $37.5 million in 2006 to $49.5 million in 2007, as well as the full year impact of the Independence acquisition which closed on June 1, 2006.

Commercial banking fees were $202.3 million for 2007 compared to $179.1 million in 2006. This increase of 13% was due to growth in average commercial loans which increased 22% in 2007 and expanded cash management capabilities and product offerings. Additionally, commercial banking fees were benefited by the full year impact of the Independence acquisition.

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, home equity loans and lines of credit and multifamily loans and 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. Sovereign had a mortgage banking loss of $67.8 million for 2007 compared to net revenues of $24.2 million for 2006. The table below summarizes the components of net mortgage banking revenues (in thousands):


	Twelve-months ended December 31,
	2007			2006
Impairments to mortgage servicing rights	$	(1,415	)	$	(7,123	)
Mortgage servicing fees		42,197			30,799
Amortization of mortgage servicing rights		(36,806	)		(19,987	)
Net gains under SFAS 133		51			825
Net gain recorded on commercial mortgage backed securitization		4,475			—
Gain on sales of mortgages		18,295			1,965
Gain on sales of multifamily loans		26,203			17,760
Loss related to correspondent home equity portfolio		(120,792	)		—


Total	$	(67,792	)	$	24,239

During 2007, Sovereign sold $3.7 billion of multi-family loans and recorded gains of $26.2 million in connection with the sales compared to $1.6 billion of multi-family loans and related gains of $17.8 million for the seven month period in 2006, which began with the acquisition of Independence Community Bank in June of 2006. Sovereign also sold $7.6 billion of mortgage loans with related gains of $2.0 million in 2006. 2006 results were negatively impacted by a charge of $23 million on the decision to sell $2.9 billion of residential loans as part of our previously discussed balance sheet restructuring. In 2007, Sovereign sold $3.1 billion of mortgage loans and recorded gains of $18.3 million. Mortgage banking revenues declined from the prior year due to the previously discussed losses on the correspondent home equity portfolio.

In 2007, Sovereign securitized $687.7 million and $327.0 million of multi-family and commercial real estate loans, respectively and retained certain subordinated certificates in this transaction. In connection with the $1.0 billion securitization, Sovereign recorded a net gain of $10.5 million. This gain was determined based on the carrying amount of the loans sold, including any related allowance for loan loss, and was allocated to the loans sold and the retained interests, based on their relative fair values at the sale date. Additionally, Sovereign recorded hedge losses of $7.8 million during 2007 related to certain multifamily and commercial real estate loans held for sale.

At December 31 2007, Sovereign serviced approximately $11.2 billion of residential mortgage loans for others and our net mortgage servicing asset was $141.1 million, compared to $9.2 billion of loans serviced for others and a net residential mortgage servicing asset of $117.4 million, at December 31, 2006. 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, while lower prepayment speeds result in higher valuations. 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 while lower spreads result in lower valuations. 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 at least annually and is used by management to evaluate the reasonableness of our discounted cash flow model. For 2007, Sovereign recorded mortgage servicing right impairment charges of $1.4 million due to an increase in prepayment speed assumptions and changes in interest rates compared to impairment charges of $7.1 million in 2006.

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


	December 31, 2007			December 31, 2006			December 31, 2005
CPR speed		14.70	%		14.23	%		12.42	%
Escrow credit spread		5.12	%		4.85	%		4.16	%

Sovereign will periodically sell qualifying mortgage loans to FHLMC, GNMA, and FNMA (“Fannie Mae”) 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 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 income 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.

The maximum loss exposure of the associated credit risk related to the loans sold to Fannie Mae under this program is calculated pursuant to a review of each loan sold to Fannie Mae. A risk level is assigned to each such loan based upon the loan product, debt service coverage ratio and loan to value ratio of the loan. Each risk level has a corresponding sizing factor which, when applied to the original principal balance of the loan sold, equates to a recourse balance for the loan. The sizing factors are periodically reviewed by Fannie Mae based upon its ongoing review of loan performance and are subject to adjustment. The recourse balances for each of the loans are aggregated to create a maximum loss exposure for the entire portfolio at any given point in time. The Company’s maximum loss exposure for the entire portfolio of sold loans is periodically reviewed and, based upon factors such as amount, size, types of loans and loan performance, may be adjusted downward. Fannie Mae is restricted from increasing the maximum exposure on loans previously sold to it under this program as long as (i) the total borrower concentration (i.e., the total amount of loans extended to a particular borrower or a group of related borrowers) as applied to all mortgage loans delivered to Fannie Mae since the sales program began does not exceed 10% of the aggregate loans sold to Fannie Mae under the program and (ii) the average principal balance per loan of all mortgage loans delivered to Fannie Mae since the sales program began continues to be $4.0 million or less.

The Company has established a liability which represents the fair value of the retained credit exposure. This liability represents the amount that the Company estimates that it would have to pay a third party to assume the retained recourse obligation. The estimated liability represents the present value of the estimated losses that the portfolio is projected to incur based upon an industry-based default curve with a range of estimated losses. At December 31, 2007, Sovereign had a $23.5 million liability related to the fair value of the retained credit exposure for loans sold to Fannie Mae under this sales program.

At December 31, 2007 and December 31, 2006, Sovereign serviced $10.9 billion and $8.0 billion, respectively, of loans for Fannie Mae that had been sold to Fannie Mae pursuant to this program with a maximum potential loss exposure of $206.8 million and $152.3 million, respectively. As a result of retaining servicing, the Company had loan servicing assets of $20.4 million at December 31, 2007 and 2006. Sovereign recorded servicing asset amortization of $10.7 million and $4.2 million related to the multi-family loans sold to Fannie Mae for 2007 and recognized servicing assets of $10.8 million.

Capital markets revenues decreased to a loss of $19.3 million for 2007 compared to net gains of $17.6 million in 2006. In 2007, we recorded charges of $46.9 million within capital markets revenue related to losses on repurchase agreements and other financing obligations that Sovereign provided to a number of mortgage companies who declared bankruptcy and/or defaulted on their agreements. These mortgage companies have been impacted by adverse developments in the non-prime sector. The repurchase agreements and other financing obligations are secured by rated and non-rated investment securities and/or mortgage loans. The charge Sovereign recorded on the repurchase agreements and other financing obligations was necessary since the value of the underlying collateral was less than the outstanding amount of the repurchase agreement. The realization of the amounts due under the repurchase agreements and other financing obligations is dependant on the value of the underlying collateral. Although we believe that this collateral has been appropriately valued based on current conditions, future market value changes may impact our results in 2008 if the collateral is liquidated and sold for less than our fair value estimates.

Income related to bank owned life insurance increased to $85.9 million for 2007 compared to $67.0 million in 2006. This $18.9 million, or 28% increase, was due to the acquisition of Independence, which increased bank owned life insurance assets by $343 million, as well as increased death benefits in 2007.

Net losses on sales of investment securities were $176.4 million for 2007, compared to $312.0 million for 2006. Included in 2007 was an other-than-temporary impairment charge of $180.5 million on FNMA and FHLMC preferred stock. In the fourth quarter of 2007, FNMA and FHLMC announced a number of significant charges which impacted their financial results, and FHLMC and FNMA also announced reductions in their common stock dividends and raised additional capital via preferred stock issuances at rates in excess of what we are receiving on our investments. These events caused the unrealized losses on our FNMA and FHLMC preferred stock portfolio to increase significantly in the fourth quarter to $180.5 million from $9.5 million at September 30, 2007. As a result, we recorded an other-than-temporary impairment charge. Included in 2006 was an investment restructuring charge of $238.3 million and an other-than-temporary impairment charge of $67.5 million on FNMA and FHLMC preferred stock in the second quarter and a $43.0 million loss on the sale of $1.5 billion of available for sale investments as part of the balance sheet restructuring in the fourth quarter of 2006. See Note 6 for further discussion and analysis of our determination that the unrealized losses in the investment portfolio at December 31, 2007 were considered temporary.

General and Administrative Expenses. Total general and administrative expenses were $1.35 billion for 2007 compared to $1.29 billion in 2006, or an increase of 4.7%. The increase in 2007 is primarily related to the full year effect of the Independence acquisition, partially offset by savings associated with our 2007 cost saving initiative. At December 31, 2007, Sovereign had total employees of 11,976 compared to 12,513 in 2006, a 4% decrease. Sovereign’s efficiency ratio, (all general and administrative expenses as a percentage of net interest income and total fees and other income) for 2007 was 56.2% compared to 53.3% for 2006. The increase is primarily due to a reduction in revenue in 2007 compared to 2006 due to the impact of the previously discussed capital market and correspondent home equity charges which negatively impacted fee income.

Other Expenses. Total other expenses were $1.9 billion for 2007 compared to $313.5 million for 2006. In 2007, we recorded a $1.58 billion goodwill impairment charge related to the Company’s Metro New York and Consumer reporting units. See Note 4 for details on this impairment charge. Other expenses included amortization expense of core deposit intangibles of $126.7 million for 2007 compared to $109.8 million for 2006. This increase is due to the full year effect of amortization expense associated with core deposit intangible established in connection with the Independence acquisition. In 2007, net merger-related expenses were $2.2 million, compared to $42.4 million in 2006 which was primarily associated with the Independence acquisition. In 2007, Sovereign recorded restructuring charges of $62.0 million, compared to $78.7 million in 2006 which was associated with executive and other employee severance arrangements and other restructuring charges activities. See Note 28 for details on these charges.

During 2007, Sovereign’s executive management team and Board of Directors decided to freeze the Company’s Employee Stock Ownership Plan (ESOP). The debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares held by the ESOP and all remaining shares were allocated to the eligible participants. Sovereign recorded a non-deductible, non-cash charge of $40.1 million during 2007 based on the value of its common stock on the date that the ESOP was repaid.

Other expense related to equity method investments includes an investment that Sovereign has in a synthetic fuel partnership that generates Section 29 tax credits for the production of fuel from a non-conventional source (“the Synthetic Fuel Partnership”). Reductions in the investment value and our allocation of the partnership’s earnings or losses totaled $26.2 million and $26.3 million for 2007 and 2006, respectively, and are included as expense in the line “Minority interest expense and equity method investment expense” in our consolidated statement of operations, while the alternative energy tax credits we receive are included as a reduction of income tax expense. This investment matured at the end of 2007; therefore, Sovereign will not incur any expenses or receive any tax credits related to the Synthetic Fuel Partnership in future periods.

During the fourth quarter of 2005, Sovereign terminated $211.3 million of receive fixed-pay variable interest rate swaps that were hedging the fair value of $211.3 million of junior subordinated debentures due to capital trust entities. The fair value adjustment to the basis of the debt was $11.6 million at the date of termination. Sovereign had utilized the short-cut method of assessing hedge effectiveness under SFAS No. 133 when this hedge was in place. On July 21, 2006, in connection with the SEC’s review of the Company’s filings, it was determined that this hedge did not qualify for the short-cut method due to the fact that the junior subordinated debentures contained an interest deferral feature. As a result, Sovereign recorded a pretax charge of $11.4 million in 2006 to write-off the remaining fair value adjustment.

Also impacting other expenses in 2006 were proxy and related professional fees of $14.3 million related to the Relational Investors LLC (“Relational”) matter which was settled. During 2007, Sovereign recouped $0.5 million of this charge from insurance carriers. We do not anticipate any material impact to future results due to our settlement with Relational on this matter.

Income Tax Benefit. The income tax benefit was $60.5 million for 2007 compared to a benefit of $117.8 million for 2006. The effective tax rate for 2007 was (4.3)% compared to (615.8)% for 2006. The current year tax rate differs from the statutory rate of 35% due to the fact that the $1.58 million goodwill charge and the ESOP charge of $40.1 million are both not deductible for tax purposes. The impact of this on the effective tax rate is slightly mitigated by our favorable permanent tax-free items which are principally due to income from tax- exempt investments, non-taxable income related to bank-owned life insurance and tax credits received on low income housing partnerships and the Synthetic Fuel Partnership.

Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. Sovereign reviews its tax balances quarterly and as new information becomes available, the balances are adjusted, as appropriate. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Internal Revenue Service (the “IRS”) is currently examining the Company’s federal income tax returns for the years 2002 through 2005. The Company anticipates that the IRS will complete this review in 2008. Included in this examination cycle are two separate financing transactions with an international bank, totaling $1.2 billion which are discussed in Note 12. As a result of these transactions, Sovereign was subject to foreign taxes of $154.0 million during the years 2003 through 2005 and claimed a corresponding foreign tax credit for foreign taxes paid during those years. In 2006 and 2007, Sovereign accrued an additional $87.6 million and $22.9 million of foreign taxes from these financing transactions and claimed a corresponding foreign tax credit. It is possible that the IRS may challenge the Company’s ability to claim these foreign tax credits and could disallow the credits and assess interest and penalties related for this transaction. Sovereign believes that it is entitled to claim these foreign tax credits and also believes that its recorded tax reserves for this position of $56.9 million adequately provides for any liabilities to the IRS related to foreign tax credits and other tax assessments. However, the completion of the IRS review and their conclusion on Sovereign’s tax positions included in the tax returns for 2002 through 2005 could result in an adjustment to the tax balances and reserves that have been recorded and may materially affect Sovereign’s income tax provision in future periods.

Line of Business Results. The Company’s segments are focused principally around the customers Sovereign serves and the geographies in which those customers are located. The Mid-Atlantic Banking Division is comprised of our branch locations in, Pennsylvania, and Maryland. The New England Banking Division is comprised of our branch locations in Massachusetts, Rhode Island, Connecticut and New Hampshire. The Metro New York Banking Division is comprised of our branch locations in New York and New Jersey. All areas offer a wide range of products and services to customers and each attracts deposits by offering a variety of deposit instruments including demand and NOW accounts, money market and savings accounts, certificates of deposits and retirement savings plans. The Shared Services Consumer segment is primarily comprised of our mortgage banking group, our correspondent home equity business, and our indirect automobile group. The Shared Services Commercial segment provides cash management and capital markets services to Sovereign customers, as well as asset-backed lending products, commercial real estate loans, automobile dealer floor plan loans, leases to commercial customers, and small business loans. The Other segment includes earnings from the investment portfolio, interest expense on Sovereign’s borrowings and other debt obligations, minority interest expense, amortization of intangible assets, merger-related and integration charges and certain unallocated corporate income and expenses. For additional discussion of these business lines and the Company’s related accounting policies, see Note 26 of the Notes to the Consolidated Financial Statements.

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 allocated to each business line based on a risk profile of their loan portfolio. 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. 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.

The Mid-Atlantic Banking Division’s net interest income decreased $12.8 million to $305.8 million in 2007. The decrease in net interest income was principally due to margin compression on a matched funded basis. The net spread on a match funded basis for this segment was 2.37% in 2007 compared to 2.53% in 2006. The average balance of Mid-Atlantic Banking Division’s loans was $5.0 billion and $4.6 billion during 2007 and 2006, respectively. The average balance of deposits was $8.2 billion in 2007 compared to $8.3 billion in 2006. The provision for credit losses increased in 2007 to $31.7 million from $11.1 million in 2006 due to increased net loan charge-offs in 2007. General and administrative expenses (including allocated corporate and direct support costs) decreased from $284.8 million for 2006 to $283.1 million for 2007. The reduction in general and administrative expenses is due to the 2007 cost savings initiative which was implemented by Sovereign’s management team.

The New England Banking Division’s net interest income decreased $26.1 million to $630.4 million in 2007. The decrease in net interest income was principally due to margin compression on a matched fund basis. The net spread on a match funded basis for this segment was 2.61% in 2007 compared to 2.88% in 2006. The average balance of New England Banking Division’s loans was $6.4 billion and $5.6 billion during 2007 and 2006, respectively. The average balance of deposits was $18.3 billion in 2007 compared to $17.7 billion in 2006. The increase in fees and other income of $1.7 million to $169.7 million for 2007 was due to an increase in deposit fees, which reflects the increase in average deposits. The provision for credit losses increased in 2007 to $30.2 million from $12.7 million in 2006 due to increased net loan charge-offs in 2007. General and administrative expenses (including allocated corporate and direct support costs) decreased from $490.9 million for 2006 to $477.5 million for 2007. The reduction in general and administrative expenses is due to the 2007 cost savings initiative which was implemented by Sovereign’s management team.

The Metro New York Banking Division’s net interest income increased $114.5 million to $568.6 million in 2007. The increase in net interest income was principally due to the full year impact of the Independence acquisition which closed on June 1, 2006. The average balance of loans was $11.8 billion versus $8.9 billion during 2007 and 2006, respectively. The average balance of deposits was $16.2 billion in 2007 compared to $13.1 billion in 2006. The increase in fees and other income of $31.7 million to $139.6 million was primarily generated by increased mortgage banking revenues which was primarily due to increased gains on sales of mortgages and multifamily loans in 2007 as well as increased deposit fees which reflects the increase in average deposits. The provision for credit losses increased $15.5 million to $37.7 million in 2007 due to higher levels of charge-offs in the commercial loan portfolio in 2007 which was due to the full year impact of the Independence acquisition. Included in the 2006 provision is the $12.5 million charge recorded at June 30, 2006 to increase reserves on Independence’s multifamily loan portfolio. General and administrative expenses (including allocated corporate and direct support costs) increased from $314.2 million for 2006 to $435.3 million for 2007. The increase in general and administrative expenses is principally due to the full year impact of the Independence acquisition. The net income before income taxes for the Metro New York segment decreased from $200.2 million in 2006 to a loss of $707.5 million in 2007 due to the previously discussed $943 million goodwill impairment charge attributable to this segment.

Shared Services Consumer segment net interest income decreased $6.8 million to $317.0 million in 2007. The decrease in net interest income was principally due to the reduction in our loan portfolio. The net spread on a match funded basis for this segment was 1.51% in 2007 compared to 1.34% in 2006. The average balance of Shared Services Consumer loans was $22.5 billion and $25.5 billion during 2007 and 2006, respectively. The average balance of deposits was $152.7 million in 2007 compared to $140.0 million in 2006. The decrease in fees and other income of $96.1 million to $(79.3) million for 2007 was primarily generated by decreased mortgage banking revenues which was primarily due to the previously mentioned charge of $119.9 million on our correspondent home equity loan portfolio. The provision for credit losses decreased in 2007 to $233.4 million from $411.9 million in 2006 due primarily to the $296.0 million additional provision for our correspondent home equity portfolio in 2006. However, 2007 losses on our indirect auto portfolio totaled $76.2 million in 2007, compared with $30.5 million in 2006. Credit losses in this segment were much higher than anticipated due primarily to auto loans that were originated by our Southeast and Southwest production offices. General and administrative expenses (including allocated corporate and direct support costs) decreased from $119.8 million for 2006 to $111.6 million for 2007. The reduction in general and administrative expenses is due to the 2007 cost savings initiative. The net loss before income taxes for the Shared Services Consumer segment increased from $207.2 million in 2006 to $761.8 million in 2007 due to the previously discussed $634 million goodwill impairment charge attributable to this segment.

Shared Services Commercial segment net interest income increased $25.7 million to $263.2 million for 2007 compared to 2006 due to increases in average commercial assets. The average balance of Shared Services Commercial loans was $12.3 billion in 2007 versus $10.6 billion during 2006. The net spread on a match funded basis for this segment was 2.17% in 2007 compared to 2.36% in 2006. Fees and other income have decreased by $29.6 million to $119.3 million principally due to the $46.9 million charge within capital markets revenues, partially offset by an increase in investment services fee income. The provision for credit losses increased by $48.0 million in 2007 to $74.8 million due to higher levels of commercial charge-offs in 2007 which was due to an increase in criticized assets, primarily in the construction lending, commercial real estate and commercial industrial lending portfolios. General and administrative expenses (including allocated corporate and direct support costs) increased slightly from $138.7 million for 2006 to $149.4 million in 2007.

The net loss before income taxes for the Other segment decreased from $620.9 million in 2006 to $465.6 million in 2007. Net interest expense increased from $168.8 million in 2006 to $220.9 million for 2007. The Other segment includes net losses on securities of $176 million and $312 million in 2007 and 2006, respectively. The 2007 loss resulted from the previously discussed $180.5 million other-than-temporary impairment charge on FNMA and FHLMC preferred stock. The 2006 loss resulted from the previously discussed $67.5 million other-than-temporary impairment charge on the FNMA and FHLMC preferred stock in our investment portfolio, as well as the $238.3 million and $43.0 million of securities losses recorded in the second and fourth quarters of 2006. The 2007 and 2006 results included charges associated with executive and other employee severance arrangements and certain other restructuring activities of $62.0 million and $78.7 million, respectively. The 2007 and 2006 results also included net charges of $2.2 million and $42.4 million for merger and integration charges, respectively. Finally, the Other segment included $26.2 million and $26.3 million of expense associated with the Synthetic Fuel Partnership, as well as amortization of intangibles of $126.7 million and $109.8 million in 2007 and 2006, respectively.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


	YEAR ENDED DECEMBER 31,
(Dollars in thousands, except per share data)	2006		2005
Net interest income	$	1,821,548	$	1,632,089
Provision for credit losses		484,461		90,000
Total non-interest income		285,574		602,664
General and administrative expenses		1,289,989		1,089,204
Other expenses		313,541		163,429
Net income	$	136,911	$	676,160
Basic earnings per share	$	0.30	$	1.77
Diluted earnings per share	$	0.30	$	1.69

The major factors affecting comparison of earnings and diluted earnings per share between 2006 and 2005 were:

	•		The growth in net interest income was driven by the increase in the balance of earning assets, as a result of the Independence acquisition as well as organic balance sheet growth, partially offset by a decline in net interest margin to 2.75% in 2006 from 3.17% in 2005. The decline in margin was due to the flattening yield curve, which contracted the spread between our longer-term assets and shorter–term liabilities and lower than expected low cost core deposit growth which forced the Company to fund asset growth with higher cost borrowings and wholesale deposit obligations.

	•		Included in non-interest income:

	(1)		Net losses on investment securities of $238.3 million on the sale of investment securities and an other-than-temporary impairment charge of $67.5 million on FNMA and FHLMC preferred stock in the second quarter of 2006 and a $43.0 million loss on the sale of $1.5 billion of available for sale investments as part of the balance sheet restructuring in the fourth quarter of 2006. See Note 6 for additional details.

	(2)		An increase in consumer and commercial fee income in 2006 of $49.1 million. The continued growth in fee income in consumer and commercial banking is due to loan and deposit growth as a result of Independence acquisition as well as strong growth in commercial loans.

	(3)		A decrease in mortgage banking revenues in 2006 of $63.9 million is due to a $28.2 million lower of cost or market adjustment related to the previously mentioned $2.9 billion residential real estate portfolio that is classified as held for sale. In 2005, Sovereign also sold $1.4 billion of home equity loans and recognized a gain of $32.1 million. Sovereign did not recognize any gains associated with sales of home equity loans in 2006.

	•		Other expenses increased due primarily to employee severance and restructuring charges of $78.7 million in 2006 compared to only $4.0 million in 2005. Additionally, merger-related charges of $42.4 million were incurred in 2006 compared to charges of $12.7 million in 2005.

	•		The increase in provision for credit losses in 2006 is primarily related to the previously mentioned lower of cost or market adjustment for the correspondent home equity portfolio in the fourth quarter. Since the loss was determined to be solely related to credit deterioration, Sovereign recorded an additional provision of $296 million.

	•		Sovereign recorded an income tax benefit of $117.8 million in 2006 compared to an income tax provision of $216.0 million in 2005. The reason for the variance was due to the low level of pre-tax earnings in 2006 due to the aforementioned restructuring and other significant charges in 2006 which have magnified the impact of our favorable permanent tax-free items.

	•		Increases in general and administrative expenses were due primarily to the Independence acquisition.

Net Interest Income. Net interest income for 2006 was $1.82 billion compared to $1.63 billion for 2005, or an increase of 11.6%. The increase in net interest income in 2006 was due to an increase in average interest-earning assets of $16.0 billion, which was related to the 2006 Independence acquisition and organic loan growth primarily in the commercial and residential mortgage portfolios. The increase in our assets was funded principally by time deposits and other borrowings. Net interest margin (net interest income divided by average interest-earning assets) was 2.75% for 2006 compared to 3.17% for 2005. The decline in margin was driven by the flattening yield curve experienced in 2006 and 2005, which has contracted the spread between our longer-term assets and shorter-term liabilities and a shift to higher-cost wholesale deposits and borrowing obligations.

Interest on investment securities and interest-earning deposits was $775 million for 2006 compared to $576 million for 2005. The increase in interest income was due to an increase in the average balance of investment securities from $12.2 billion in 2005 to $14.6 billion in 2006, as well as higher yields in 2006 which averaged 5.82% compared to 5.12% in 2005.

Interest on loans was $3.55 billion and $2.39 billion for 2006 and 2005, respectively. The average balance of loans was $55.2 billion with an average yield of 6.45% for 2006 compared to an average balance of $41.5 billion with an average yield of 5.76% for 2005. The increase in average yields year to year is due to the increase of market rates experienced during 2006. The overall growth in total loans resulted from the Independence acquisition and from origination activity in commercial loans. At December 31, 2006, approximately 30% of our loan portfolio reprices monthly or more frequently.

Interest on total deposits was $1.37 billion for 2006 compared to $625 million for 2005. The average balance of deposits was $41.2 billion with an average cost of 3.33% for 2006 compared to an average balance of $31.2 billion with an average cost of 2.00% for 2005. Additionally, the average balance of non-interest bearing deposits increased to $6.0 billion in 2006 from $5.3 billion in 2005. The increase in the average balance of deposits was due to the acquisition of Independence.

Interest on borrowings and other debt obligations was $1.13 billion for 2006 compared to $706 million for 2005. The average balance of total borrowings and other debt obligations was $23.4 billion with an average cost of 4.85% for 2006 compared to an average balance of $17.7 billion with an average cost of 3.99% for 2005. The increase in the cost of funds on borrowings and other debt obligations resulted principally from the higher rates on short-term sources of funding including repurchase agreements and overnight FHLB advances due to an increase in short-term interest rates.

Provision for Credit Losses. The provision for credit losses is based upon actual credit loss experience, growth or contraction of specific segments of the loan portfolio, and the estimation of losses inherent in the current loan portfolio. The provision for credit losses for 2006 was $484.5 million compared to $90.0 million for 2005. The higher provision in 2006 was driven by the previously mentioned $296.0 million lower of cost or market adjustment in our correspondent home equity loan portfolio in the fourth quarter, loan portfolio growth and higher net loan charge-offs. The provision increased from $90.0 million, or 0.22% of average loan outstandings in 2005, to $484.5 million, or 0.88% of average loan outstandings in 2006. The overall allowance for credit losses as a percentage of loans held for investment outstanding has declined from 1.01% in 2005 to 0.88% in 2006. This is reflective of the addition of $5.6 billion of multi-family loans from the Independence acquisition which has historically had very low loss experience and therefore have lower reserve requirements, as well as the reclassification of our correspondent home equity loan portfolio to loans held for sale as these loans carried higher reserve requirements than our blended loan portfolio. Management regularly evaluates the risk inherent in its loan portfolio and adjusts its allowance for loan losses as deemed necessary.

Sovereign’s net charge-offs for 2006 were $529.1 million and consisted of charge-offs of $594.8 million and recoveries of $65.7 million. This compares to 2005 net charge-offs of $81.7 million consisting of charge-offs of $137.0 million and recoveries of $55.3 million. The increase in charge-offs was driven by our correspondent home equity loan portfolio where net charge-offs increased from $17.0 million in 2005 to $454.0 million in 2006. The majority of this increase was related to a $382.5 million charge-off we recorded when we reclassified $4.3 billion of loans to held for sale.

The ratio of net loan charge-offs to average loans, including loans held for sale, was 0.96% for 2006, compared to 0.20% for 2005. Commercial loan net charge-offs as a percentage of average commercial loans were 0.21% for 2006, compared to 0.18% for 2005. The consumer loans secured by real estate net charge-off rate was 1.75% for 2006, compared to 0.08% for 2005. The consumer loans not secured by real estate net charge-off rate was 0.66% for 2006 and 0.75% for 2005. Excluding $389.6 million of charge-offs associated with the correspondent home equity loans ($382.5 million) and purchased residential mortgage loans ($7.1 million) classified as held for sale at December 31, 2006, our net loan charge-offs to average loans would have been 0.25% and our consumer loans secured by real estate net charge-off rate would have been 0.25% in 2006. The deterioration in these ratios in 2006 is principally due to the correspondent home equity loan portfolio.

Non-interest Income. Total non-interest income was $285.6 million for 2006 compared to $602.7 million for 2005. Several factors contributed to this change as discussed below.

Consumer banking fees were $276.0 million for 2006 compared to $256.6 million in 2005. This increase was primarily due to increased deposit fees which increased 6.3%, resulting from growth in average core deposit balances which increased 23% primarily as a result of the Independence acquisition. The Company continues to aggressively promote demand deposit products, which, in exchange for favorable minimum balance requirements and convenience for the customer, generally produce higher fee revenues than time deposit products.

Commercial banking fees were $179.1 million for 2006 compared to $149.3 million in 2005. This increase of 20% was due to growth in average commercial loans which increased 31% in 2006 and expanded cash management capabilities and product offerings.

Mortgage banking revenues were $24.2 million for 2006 compared to $88.1 million for 2005. The principal components of mortgage banking revenues are: gains or losses from the sale or securitization of mortgage, home equity and multifamily loans, mortgage-backed securities that were related to loans originated or purchased and held by Sovereign; gains or losses on mortgage banking derivative and hedging transactions; servicing fees; amortization of mortgage servicing rights; and changes in the valuation allowance for recoveries or impairments related to mortgage servicing rights. The table below summarizes the components of net mortgage banking revenues (in thousands):


	Twelve-months ended December 31,
	2006			2005
Impairments to mortgage servicing rights	$	(7,123	)	$	5,944
Mortgage servicing fees		30,799			20,376
Amortization of mortgage servicing rights		(19,987	)		(17,578	)
Net (losses) gains under SFAS 133		825			645
Sales of mortgage loans and mortgage backed securities		19,725			78,730


Total	$	24,239		$	88,117

There were a number of transactions in 2006 that caused the decrease of $63.9 million in mortgage banking revenues from the 2005 levels. Included in 2006 results is $2.9 billion of residential mortgage loans transferred to held for sale in the fourth quarter where Sovereign recorded a loss of $28.2 million. Included in 2005 results is $2.9 billion of mortgage loans that were sold in the three-month period ended June 30, 2005 where Sovereign recorded gains of $28.4 million. Additionally, in September 2005 and December 2005, Sovereign sold $503 million and $898 million of home equity loans and recorded net gains of $13.1 million and $19.0 million, respectively. Sovereign did not record any gains associated with home equity loans in 2006. In 2006, Sovereign sold multi-family loans totaling $1.58 billion and recorded gains related to these sales of approximately $17.8 million. Additionally due primarily to changes in prepayment speeds a $7.1 million impairment charge was recorded in 2006 compared to a recovery of $5.9 million in 2005. 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, while lower prepayment speeds result in higher valuations. 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 while lower spreads result in lower valuations. 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 at least annually and is used by management to evaluate the reasonableness of our discounted cash flow model.

Income related to bank owned life insurance increased to $67.0 million for 2006 compared to $47.3 million in 2005. This $19.7 million, or 42% increase, was due to the acquisition of Independence which increased bank owned life insurance assets by $343 million as well as purchases of additional bank owned life insurance by Sovereign of approximately $300 million during 2006.

Net gains/ (losses) on sales of investment securities were $(312.0) million for 2006, compared to $11.7 million for 2005. Included in 2006 was an investment restructuring charge of $238.3 million and an other-than-temporary impairment charge of $67.5 million on FNMA and FHLMC preferred stock in the second quarter and a $43.0 million loss on the sale of $1.5 billion of available for sale investments as part of the balance sheet restructuring in the fourth quarter of 2006.

General and Administrative Expenses. Total general and administrative expenses were $1.3 billion for 2006 compared to $1.1 billion in 2005, or an increase of 18.4%. The increase in 2006 is primarily related to the Independence acquisition and the full year effect of the Waypoint acquisition, as well as increased compensation and benefit costs associated with the hiring of additional team members. At December 31, 2006, Sovereign had total employees of 12,513 compared to 10,174 in 2005, a 23% increase. In addition, marketing and other administrative expenses increased to support the growth in our franchise. Sovereign’s efficiency ratio, (all general and administrative expenses as a percentage of net interest income and total fees and other income) for 2006 was 53.3% compared to 49.0% for 2005. The increase was primarily due to net interest margin compression as well as the impact of the number of large adjustments recorded in 2006 discussed previously.

Other Expenses. Total other expenses were $313.5 million for 2006 compared to $163.4 million for 2005. Other expenses included amortization expense of core deposit intangibles of $109.8 million for 2006 compared to $73.8 million for 2005. This increase is due to the additional intangible amortization expense associated with core deposit and other intangible assets of $394.2 million recorded in connection with the Independence acquisition. In 2006, net merger-related expenses were $42.4 million primarily associated with the Independence acquisition, compared to $12.7 million in 2005. In 2006, Sovereign recorded charges of $78.7 million associated with executive and other employee severance arrangements and other restructuring charges activities, as discussed previously.

Other expense related to equity method investments includes an investment that Sovereign has in a synthetic fuel partnership that generates Section 29 tax credits for the production of fuel from a non-conventional source (“the Synthetic Fuel Partnership”). Reductions in the investment value and our allocation of the partnership’s earnings or losses totaled $26.3 million and $28.2 million for 2006 and 2005, respectively and are included as expense in the line “Minority interest expense and equity method investment expense” in our consolidated statement of operations, while the alternative energy tax credits we receive are included as a reduction of income tax expense.

During the fourth quarter of 2005, Sovereign terminated $211.3 million of receive fixed-pay variable interest rate swaps that were hedging the fair value of $211.3 million of junior subordinated debentures due to capital trust entities. The fair value adjustment to the basis of the debt was $11.6 million at the date of termination. Sovereign had utilized the short-cut method of assessing hedge effectiveness under SFAS No. 133 when this hedge was in place. On July 21, 2006, in connection with the SEC’s review of the Company’s filings, it was determined that this hedge did not qualify for the short-cut method due to the fact that the junior subordinated debentures contained an interest deferral feature. As a result, Sovereign recorded a pretax charge of $11.4 million in the second quarter of 2006 to write-off the remaining fair value adjustment.

Also impacting other expenses were proxy and related professional fees of $14.3 million recorded in the three-month period ended March 31, 2006.

Income Tax Provision/(Benefit). Sovereign recorded an income tax benefit of $117.8 million for 2006 compared to a provision of $216.0 million for 2005. The effective tax rate for 2006 was (615.8)% compared to 24.2% for 2005. The current year tax rate differs from the statutory rate of 35% due to the significant charges recorded in 2006 which has magnified the impact of our favorable permanent tax-free items which are principally due to income from tax- exempt investments, non-taxable income related to bank-owned life insurance and tax credits received on low income housing partnerships and the Synthetic Fuel Partnership.

Line of Business Results. The Mid-Atlantic Banking Division’s net interest income decreased $11.4 million to $318.6 million in 2006. The decrease in net interest income was principally due to margin compression on a matched funded basis. The net spread on a match funded basis for this segment was 2.53% in 2006 compared to 2.59% in 2005. The average balance of Mid-Atlantic Banking Division’s loans was $4.6 billion and $4.5 billion during 2006 and 2005, respectively. The average balance of deposits was $8.3 billion in 2006 compared to $8.4 billion in 2005. General and administrative expenses (including allocated corporate and direct support costs) increased from $261.8 million for 2005 to $284.8 million for 2006.

The New England Banking Division’s net interest income decreased $7.9 million to $656.5 million in 2006. The decrease in net interest income was principally due to margin compression on a matched fund basis. The net spread on a match funded basis for this segment was 2.88% in 2006 compared to 2.92% in 2005. The average balance of New England Banking Division’s loans was $5.6 billion and $5.4 billion during 2006 and 2005, respectively. The average balance of deposits was $17.7 billion in 2006 compared to $17.6 billion in 2005. The increase in fees and other income of $7.3 million to $168.1 million for 2006 was generated by deposit fees and loan fees, which grew with the increased level of deposits and loans. The provision for credit losses increased in 2006 to $12.7 million from $8.4 million in 2005 due to increased net loan charge-offs in 2006. General and administrative expenses (including allocated corporate and direct support costs) increased from $467.8 million for 2005 to $490.9 million for 2006.

The Metro New York Banking Division’s net interest income increased $201.5 million to $454.1 million in 2006. The increase in net interest income was principally due to the acquisition of Independence on June 1, 2006. The average balance of loans was $8.9 billion versus $1.7 billion during 2006 and 2005, respectively. The average balance of deposits was $13.1 billion in 2006, compared to $6.7 billion in 2005. The increase in fees and other income of $57.7 million to $107.9 million was due primarily due to the acquisition of Independence on June 1, 2006. The provision for credit losses increased $17.4 million to $22.1 million in 2006. Included in the 2006 provision is the $12.5 million charge recorded at June 30, 2006 to increase reserves on Independence’s multifamily loan portfolio. General and administrative expenses (including allocated corporate and direct support costs) increased from $144.6 million for 2005 to $314.2 million for 2006. The increase in general and administrative expenses is principally due to the acquisition of Independence on June 1, 2006.

Shared Services Consumer segment net interest income decreased $13.3 million to $323.8 million in 2006. The decrease in net interest income was principally due to spread compression on a matched funded basis. The net spread on a match funded basis for this segment was 1.34% in 2006 compared to 1.55% in 2005. The average balance of Shared Services Consumer loans was $25.5 billion and $21.1 billion during 2006 and 2005, respectively. The average balance of deposits was $140.0 million in 2006 compared to $150.1 million in 2005. The decrease in fees and other income of $86.3 million to $16.8 million for 2006 was primarily generated by decreased mortgage banking revenues from the sale of mortgage and home equity loans. These gains decreased to $1.5 million in 2006 from $78.7 million in 2005 due to the previously discussed reduction in mortgage banking revenues in 2006 compared to 2005. Mortgage banking revenue is contingent upon loan growth and market conditions. The provision for credit losses increased in 2006 to $411.9 million from $52.7 million in 2005 due primarily to the $296.0 million additional provision for our correspondent home equity portfolio. Additionally, our correspondent home equity loan charge-offs were $60.4 million in 2006 (excluding the year-end held for sale charge-off) compared to $21.4 million in 2005. General and administrative expenses (including allocated corporate and direct support costs) decreased from $129.9 million for 2005 to $119.8 million for 2006.

Shared Services Commercial segment net interest income increased $1.3 million to $237.4 million for 2006 compared to 2005 due to increases in average commercial assets. The average balance of Shared Services Commercial loans was $10.6 billion in 2006 versus $8.9 billion during 2005. The net spread on a match funded basis for this segment was 2.36% in 2006 compared to 2.63% in 2005. Fees and other income have increased by $10.4 million to $148.9 million principally from increases in income related to our precious metals business. The provision for credit losses increased by $20.1 million in 2006 to $26.7 million compared to 2005 due to higher levels of commercial charge-offs in 2006 which was due in part to one large commercial charge-off of $14 million recorded in December 2006. General and administrative expenses (including allocated corporate and direct support costs) increased slightly from $135.9 million for 2005 to $138.7 million in 2006.

The net loss before income taxes for the Other segment increased from $209.1 million in 2005 to $620.9 million in 2006. Net interest expense decreased from $188.1 million in 2005 to $168.8 million for 2006. The Other segment includes net losses on securities of $312 million in 2006, as compared to a net gain of $11.7 million recorded in 2005. This resulted from the previously discussed $67.5 million other-than-temporary impairment charge on the FNMA and FHLMC preferred stock in our investment portfolio as well as the $238.3 million and $43.0 million of securities losses recorded in the second and fourth quarters of 2006. The 2006 results included $78.7 million of charges associated with executive and other employee severance arrangements and certain other restructuring activities. The 2006 and 2005 results also included net charges of $42.4 million and $12.7 million for merger and integration charges. Finally, the Other segment included $26.3 million and $28.2 million of expense associated with the Synthetic Fuel Partnership, as well as amortization of intangibles of $109.8 million and $73.8 million in 2006 and 2005, respectively.

Critical Accounting Policies

MD&A is based on the consolidated financial statements and accompanying notes that have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Our significant accounting policies are described in Note 1 to the consolidated financial statements. The preparation of financial statements in accordance with GAAP 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. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments, and, as such, have a greater possibility of producing results that could be materially different than originally reported. However, the Company is not currently aware of any reasonably likely events or circumstances that would result in materially different results. We have identified accounting for the allowance for loan losses and reserve for unfunded lending commitments, securitizations, goodwill, derivatives and hedging activities and income taxes 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 effects of matters that are inherently uncertain.

The Company’s senior management has reviewed these critical accounting policies and estimates with its Audit Committee. Information concerning the Company’s implementation and impact of new accounting standards issued by the Financial Accounting Standards Board (FASB) is discussed in Note 2.

Allowance for Loan Losses and Reserve for Unfunded Lending Commitments. The allowance for loan losses and reserve for unfunded lending commitments represent management’s best estimate of probable losses inherent in the loan portfolio. The adequacy of Sovereign’s allowance for loan losses and reserve for unfunded lending commitments is regularly evaluated. This evaluation process is subject to numerous estimates and applications of judgment. 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. During 2007, we recorded significant increases to the provision for credit losses and the allowance for loan losses and reserve for unfunded lending commitments as a result of higher credit losses and deterioration in asset quality statistics for the commercial and consumer loan portfolios. Changes in these estimates could have a direct material impact on the provision for credit losses recorded in the income statement and could result in a change in the recorded allowance and reserve for unfunded lending commitments. For example, a change in the estimate resulting in a 5% to 10% difference in the allowance for loan losses and reserve for unfunded lending commitments would have resulted in an additional provision for credit losses of $36.9 million to $73.8 million as of December 31, 2007. The loan portfolio also represents the largest asset on our consolidated balance sheet. Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan losses and reserve for unfunded lending commitments and a discussion of the factors driving changes in the amount of the allowance for loan losses and reserve for unfunded lending commitments is included in the Credit Risk Management section of this MD&A.

Securitizations. Securitization is a process by which a legal entity issues certain securities to investors, which pay a return based on the cash flows from a pool of loans or other financial assets. Sovereign has securitized mortgage loans, multifamily and commercial real estate loans, home equity loans, and other consumer loans, as well as automotive floor plan loans that it originated and/or purchased from certain other financial institutions. After receivables or loans are securitized, the Company continues to maintain account relationships with its customers. As a result, the Company continues to consider these securitized assets to be part of the business it manages. Sovereign may provide administrative, liquidity facilities and/or other services to the resulting securitization entities, and may continue to service the financial assets sold to the securitization entity.

In the case where Sovereign transferred financial assets to a special purpose entity, a decision must be made as to whether that transfer should be considered a sale and whether the assets transferred to the special purpose entity should be consolidated into the Company’s financial statements or whether the non-consolidation criteria have been met according to generally accepted accounting principles. The accounting guidance governing sale and consolidation of securitized financial assets is included in SFAS No. 140.

Accounting for the valuation of retained interests in securitizations requires management judgment since these assets are established and accounted for based on discounted cash flow modeling techniques that require management to make estimates regarding the amount and timing of expected future cash flows, including assumptions about loan repayment rates, credit loss experience, and servicing costs, as well as discount rates that consider the risk involved.

Because the values of these assets are sensitive to changes to assumptions, the valuation of retained interests is considered a critical accounting estimate. Note 1 and Note 22 to the consolidated financial statements include further discussion on the accounting for these assets and provide sensitivity analysis showing how the fair value of these assets would respond to adverse changes in the key assumptions utilized to value these assets.

Goodwill. The purchase method of accounting for business combinations requires the Company to make use of estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets acquired and liabilities assumed. The excess of the purchase price of an acquired business over the fair value of the identifiable assets and liabilities represents goodwill. Goodwill, after our goodwill impairment charge of $1.58 billion recorded in 2007, totaled $3.4 billion at December 31, 2007.

The Company follows SFAS No. 142, “Goodwill and Other Intangible Assets,” to account for its goodwill. This statement provides that goodwill and other indefinite lived intangible assets will not be amortized on a recurring basis, but rather will be subject to periodic impairment testing. Other than goodwill, Sovereign has no indefinite lived intangible assets.

The impairment test for goodwill requires the Company to compare the fair value of business reporting units to their carrying value including assigned goodwill. SFAS No. 142 requires an annual impairment test. In addition, goodwill is tested more frequently if changes in circumstances or the occurrence of events indicate impairment potentially exists. During 2007, Sovereign’s financial results were impacted by an increase in credit losses, slower than anticipated growth in low cost core deposits, and a continued unfavorable interest rate environment. Sovereign recorded a number of significant charges in 2007 as previously discussed which caused current year results to be less than our internal plan. These events, as well as decreases in valuations for all banks and the decision to cease originating loans from our Southeast and Southwest production offices, had a negative impact on the fair value of our segments.

Determining the fair value of its reporting units requires management to allocate assets and liabilities to such units and make certain judgments and assumptions related to various items, including discount rates, future estimates of operating results, etc. If alternative assumptions or estimates had been used, the fair value of each reporting unit determined by the Company may have been different. However, management believes that the estimates or assumptions used in the goodwill impairment analysis for its business units were reasonable. Additionally, management engaged a valuation specialist to assist management in its fair value assessment of its reporting units. As a result of the finalization of our 2007 goodwill impairment analysis, Sovereign recorded a goodwill impairment charge of $1.58 billion related to our Shared Services Consumer and Metro New York segments. See Note 4 for details on this charge.

Our Shared Services Consumer segment primarily consists of our residential real estate lending and auto loan businesses. The impairment in our Shared Services Consumer segment was impacted by the negative events in the fourth quarter surrounding our auto portfolio. In the third quarter of 2007, the annual loss run rate for our auto loans was $76.4 million or 116 basis points. During the fourth quarter losses for the auto loan portfolio continued to increase significantly beyond what was expected and the annual loss run rate was $135.8 million or 206 basis points. The majority of these losses came from loans originated in the Southeast and Southwest production offices. This led to our decision to cease originating loans from the Southeast and Southwest production offices in late December 2007, effective January 31, 2008. The closing of these operations and the higher levels of consumer loan losses had a significant negative impact on our anticipated future earnings for the Shared Services Consumer Segment. These facts, in addition to the decrease in market valuations for all banks during the fourth quarter of 2007, had a significant impact on the fair value of our Shared Services Consumer reporting unit. As a result we concluded that fair value was less than net book value and determined the Shared Services Consumer segment’s goodwill impairment was $634 million.

Derivatives and Hedging Activities. Sovereign uses various derivative financial instruments to assist in managing interest rate risk. Sovereign accounts for these derivative instruments in accordance with the provisions of Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended (SFAS No. 133). Under SFAS No. 133, derivative financial instruments are recorded at fair value as either assets or liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Transactions hedging changes in the fair value of a recognized asset, liability, or firm commitment are classified as fair value hedges. Derivative instruments hedging exposure to variable cash flows of recognized assets, liabilities or forecasted transactions are classified as cash flow hedges.

Fair value hedges result in the immediate recognition in earnings of gains or losses on the derivative instrument, as well as corresponding losses or gains on the hedged item, to the extent they are attributable to the hedged risk. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported in accumulated other comprehensive income, and reclassified to earnings in the same period that the hedged transaction affects earnings. The ineffective portion of the gain or loss, if any, is recognized in current earnings for both fair value and cash flow hedges. Derivative instruments not qualifying for hedge accounting treatment are recorded at fair value and classified as trading assets or liabilities with the resultant changes in fair value recognized in current earnings during the period of change.

During 2007 and 2006, Sovereign had both fair value hedges and cash flow hedges recorded in the consolidated balance sheet as “other assets” or “other liabilities” as applicable. For both fair value and cash flow hedges, certain assumptions and forecasts related to the impact of changes in interest rates on the fair value of the derivative and the item being hedged must be documented at the inception of the hedging relationship to demonstrate that the derivative instrument will be effective in hedging the designated risk. If these assumptions or forecasts do not accurately reflect subsequent changes in the fair value of the derivative instrument or the designated item being hedged, Sovereign might be required to discontinue the use of hedge accounting for that derivative instrument. Once hedge accounting is terminated, all subsequent changes in the fair market value of the derivative instrument must be recorded in earnings, possibly resulting in greater volatility in Sovereign’s earnings. If Sovereign’s outstanding derivative positions that qualified as hedges at December 31, 2007, were no longer considered effective, and thus did not qualify as hedges, the impact in 2007 would have been to lower pre-tax earnings by approximately $216.4 million.

Income Taxes. The Company accounts for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes”. Under this pronouncement, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. See Note 18 for details on the Company’s income taxes.

Sovereign is subject to the income tax laws of the U.S., its states and municipalities as well as certain foreign countries. These tax laws are complex and subject to different interpretations by the taxpayer and the relevant Governmental taxing authorities. Sovereign adopted the provisions of Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of SFAS 109, Accounting for Income Taxes on January 1, 2007. FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under FIN 48, tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. FIN 48 also revises disclosure requirements to include an annual tabular rollforward of unrecognized tax benefits. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws within the framework of FIN 48 and SFAS 109.

The Internal Revenue Service (the “IRS”) is currently examining the Company’s federal income tax returns for the years 2002 through 2005. The Company anticipates that the IRS will complete this review in 2008. Included in this examination cycle are two separate financing transactions with an international bank, totaling $1.2 billion which are discussed in Note 12. As a result of these transactions, Sovereign was subject to foreign taxes of $154.0 million during the years 2003 through 2005 and claimed a corresponding foreign tax credit for foreign taxes paid during those years. In 2006 and 2007, Sovereign accrued an additional $87.6 million and $22.9 million of foreign taxes from these financing transactions and claimed a corresponding foreign tax credit. It is possible that the IRS may challenge the Company’s ability to claim these foreign tax credits and could disallow the credits and assess interest and penalties related for this transaction. Sovereign believes that it is entitled to claim these foreign tax credits and also believes that its recorded tax reserves for this position of $56.9 million adequately provides for any liabilities to the IRS related to foreign tax credits and other tax assessments. However, the completion of the IRS review and their conclusion on Sovereign’s tax positions included in the tax returns for 2002 through 2005 could result in an adjustment to the tax balances and reserves that have been recorded and may materially affect Sovereign’s income tax provision in future periods.

Recent Acquisitions

On June 1, 2006, Sovereign acquired Independence for $42 per share in cash, representing an aggregate transaction value of $3.6 billion and the results of their operations are included in the accompanying financial statements subsequent to the acquisition date. Sovereign funded this acquisition using the proceeds from the $2.4 billion equity offering to Santander, net proceeds from issuances of perpetual and trust preferred securities and cash on hand. Sovereign issued 88.7 million shares to Santander, which made Santander its largest shareholder. Independence was headquartered in Brooklyn, New York, with 125 community banking offices in the five boroughs of New York City, Nassau and Suffolk Counties and New Jersey and had total assets and deposits of $17.1 billion and $11.0 billion, respectively. Sovereign’s acquisition of Independence connected our Mid-Atlantic and New England geographic footprints and created new markets in certain areas of New York. Sovereign recorded merger-related and integration charges of $42.8 million pre-tax ($27.8 million after-tax), or $0.06 per diluted share, in 2006.

On January 21, 2005, Sovereign acquired Waypoint for approximately $953 million and the results of Waypoint are included in the accompanying financial statements subsequent to the acquisition date. A cash payment of $269.9 million was made in connection with the transaction with the remaining consideration consisting of the issuance of 29.8 million shares of common stock and stock options (to convert outstanding Waypoint stock options into Sovereign stock options). The value of the common stock for accounting purposes 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. Waypoint was a bank holding company headquartered in Harrisburg, Pennsylvania, with assets of approximately $4.3 billion and deposits of $2.9 billion. Waypoint operated 66 community banking offices in ten counties in south-central Pennsylvania and northern Maryland. This acquisition has increased Sovereign’s market presence in many counties in Pennsylvania and has created new markets in certain counties in Maryland. Sovereign recorded merger related and integration charges of $16.7 million pre-tax ($10.9 million after-tax), or $0.03 per diluted share in 2005.

Financial Condition

Loan Portfolio. Sovereign’s loan portfolio at December 31, 2007 was $57.8 billion (including $548 million of loans held for sale), compared to $62.6 billion (including $7.6 billion of loans held for sale) at December 31, 2006, and was comprised of $30.9 billion of commercial loans (includes $4.2 billion of multifamily loans), $19.5 billion of consumer loans secured by real estate and $7.3 billion of consumer loans not secured by real estate. This compares to $30.5 billion of commercial loans (including $5.8 billion of multifamily loans), $26.8 billion of consumer loans secured by real estate, and $5.3 billion of consumer loans not secured by real estate at December 31, 2006.

Commercial real estate loans and commercial and industrial loans grew by 8% or $2.0 billion during 2007 to $26.7 billion. The increase in commercial loans has been driven by organic loan growth, offset by the sale of $327 million of commercial real estate loans as part of a securitization in the second quarter. The increase in commercial loans as a percentage of the total loan portfolio is consistent with management’s restructuring plan to deemphasize lower yielding residential and multi-family loans and increase our commercial loan portfolio. Our ability to continue to increase our commercial loan portfolio may be adversely affected by certain regulatory limitations under HOLA. See Part I – Item 1 – Business – Supervision and Regulation.

Multifamily loans decreased by 26% or $1.5 billion in 2007 to $4.2 billion. The decrease from the prior year is due to initiatives to reduce the percentage of this asset class that is held on balance sheet and increase the amount that can be sold to Fannie Mae or the secondary markets. In the second quarter of 2007, Sovereign sold $687.7 million of this loan portfolio as part of a commercial mortgage backed securitization. In the first quarter of 2007, Sovereign sold $1.3 billion of this loan portfolio as part of the Company’s previously discussed balance sheet restructuring plan.

Consumer loans secured by real estate decreased by 27% or $7.3 billion in 2007 to $19.5 billion as a result of the sale of $3.4 billion of correspondent home equity loans and $2.9 billion of residential loans that occurred during the first quarter of 2007 in connection with the balance sheet restructuring. We also sold more of our residential real estate loans in 2007 versus 2006 to reduce the amount of residential loans held for investment.

Consumer loans not secured by real estate increased by 39% in 2007 to $7.3 billion as a result of organic in-market growth and expansion in production offices in the Southeastern and Southwestern United States. The Southeast and Southwest production offices significantly contributed to the growth in auto loan balances in 2007, and these loans comprise approximately 36% of our outstanding auto loan portfolio and approximately 57% of our 2007 auto loan originations, however credit losses were higher than our expectations and were the primary reason for an additional $85 million of incremental provisions in excess of charge-offs that were recorded in the second half of 2007. In late December 2007, management decided to cease originating new loans in the Southeast and Southwest production offices effective January 31, 2008.

Table 4 presents the composition of Sovereign’s loan portfolio by type of loan and by fixed and variable rates at the dates indicated (in thousands):

Table 4: Composition of Loan Portfolio


	AT DECEMBER 31,
	2007					2006					2005					2004					2003
	BALANCE		PERCENT			BALANCE		PERCENT			BALANCE		PERCENT			BALANCE		PERCENT			BALANCE		PERCENT
Commercial real estate loans	$	12,306,914		21.3	%	$	11,514,983		18.4	%	$	7,209,180		16.5	%	$	5,824,133		15.9	%	$	4,702,046		18.0	%
Commercial and industrial loans		14,359,688		24.9			13,188,909		21.1			9,426,466		21.5			8,040,107		21.9			6,361,640		24.3
Multifamily ⁽¹⁾		4,246,370		7.3			5,768,451		9.2			—		—			—		—			—		—


Total Commercial Loans		30,912,972		53.5			30,472,343		48.7			16,635,646		38.0			13,864,240		37.8			11,063,686		42.3


Residential mortgages		13,341,193		23.1			17,404,730		27.8			12,462,802		28.4			8,497,496		23.2			5,074,684		19.4
Home equity loans and lines of credit		6,197,148		10.7			9,443,560		15.1			9,793,124		22.4			9,577,656		26.2			6,457,682		24.7


Total Consumer Loans secured by real estate		19,538,341		33.8			26,848,290		42.9			22,255,926		50.8			18,075,152		49.4			11,532,366		44.1

Auto loans		7,028,894		12.2			4,848,204		7.7			4,434,021		10.1			4,205,547		11.5			3,240,383		12.4
Other		299,572		0.5			419,759		0.7			478,254		1.1			486,140		1.3			312,224		1.2


Total Consumer Loans		26,866,807		46.5			32,116,253		51.3			27,168,201		62.0			22,766,839		62.2			15,084,973		57.7


Total Loans	$	57,779,779		100.0	%	$	62,588,596		100.0	%	$	43,803,847		100.0	%	$	36,631,079		100.0	%	$	26,148,659		100.0	%


Total Loans with:
Fixed rates	$	33,450,767		57.9	%	$	39,716,958		63.5	%	$	26,141,411		59.7	%	$	21,145,915		57.7	%	$	15,171,129		58.0	%
Variable rates		24,329,012		42.1			22,871,638		36.5			17,662,436		40.3			15,485,164		42.3			10,977,530		42.0


Total Loans	$	57,779,779		100.0	%	$	62,588,596		100.0	%	$	43,803,847		100.0	%	$	36,631,079		100.0	%	$	26,148,659		100.0	%


(1)		Effective with the acquisition of Independence on June 1, 2006, Sovereign acquired $5.6 billion of multifamily loans. As this was primarily a new asset class for Sovereign we have disclosed these loans separately in the table above. At December 31, 2005, 2004, and 2003, Sovereign’s multifamily loan portfolio totaled approximately $475 million, $463 million, and $349 million, respectively, which were classified as commercial real estate loans.

Table 5 presents the contractual maturity of Sovereign’s commercial loans at December 31, 2007 (in thousands):

Table 5: Commercial Loan Maturity Schedule


	AT DECEMBER 31, 2007, MATURING
	In One Year		One To		After
	Or Less		Five Years		Five Years		Total
Commercial real estate loans	$	1,784,981	$	5,276,889	$	5,245,044	$	12,306,914
Commercial and industrial loans		4,124,428		7,002,449		3,232,811		14,359,688
Multi-family loans		151,643		2,274,761		1,819,966		4,246,370


Total	$	6,061,052	$	14,554,099	$	10,297,821	$	30,912,972


Loans with:
Fixed rates	$	673,853	$	6,741,146	$	5,468,941	$	12,883,940
Variable rates		5,387,199		7,812,953		4,828,880		18,029,032


Total	$	6,061,052	$	14,554,099	$	10,297,821	$	30,912,972

Investment Securities. Sovereign’s investment portfolio is concentrated in highly rated mortgage-backed securities and collateralized mortgage obligations issued by federal agencies or private institutions. The portfolio is concentrated in 15-year contractual life mortgage-backed securities issued by Federal National Mortgage Association (“FNMA”), Federal Home Loan Mortgage Corporation (“FHLMC”) and other non agency issuers and short duration CMO’s. Sovereign’s available for sale investment strategy is to purchase liquid investments with intermediate maturities (average duration of 3-4 years). This strategy helps ensure that the Company’s overall interest rate risk position stays within policy requirements. The effective duration of the available for sale investment portfolio at December 31, 2007 was 3.78 years versus 3.74 years at December 31, 2006.

In determining if and when a decline in market value below amortized cost is other-than-temporary, Sovereign considers the duration and severity of the unrealized loss, the financial condition and near-term prospects of the issuers, and Sovereign’s intent and ability to hold the investments to allow for a recovery in market value in a reasonable period of time. When such a decline in value is deemed to be other-than-temporary, an impairment loss is recognized in current period operating results to the extent of the decline. See Note 6 for further discussion and analysis of our determination that the unrealized losses in the investment portfolio at December 31, 2007 were considered temporary.

In the fourth quarter of 2007 and the second quarter of 2006, Sovereign determined that certain unrealized losses on perpetual preferred stock of FNMA and FHLMC were other-than-temporary in accordance with SFAS 115 “Accounting for Certain Investments in Debt and Equity Securities” and the SEC’s Staff Accounting Bulletin No. 59 “Accounting for Non-current Marketable Equity Securities”. The Company’s assessment considered the duration and severity of the unrealized losses, the financial condition and near term prospects of the issuers, and the likelihood of the market value of these instruments increasing to our initial cost basis within a reasonable period of time based upon the anticipated interest rate environment. As a result of these factors, Sovereign concluded that the unrealized losses were other-than-temporary and recorded a non-cash impairment charge of $180.5 million and $67.5 million in the fourth quarter of 2007 and the second quarter of 2006, respectively. As of December 31, 2007, the cost basis on our perpetual preferred stock of FNMA and FHLMC was $622 million.

Included in the investment portfolio is $750 million of highly rated investments in collateralized debt obligations (“CDOs”) which had unrealized losses of $187.4 million at December 31, 2007. These CDOs consist of interests in structured investment vehicles backed by investment grade corporate loans. In all of the CDOs, Sovereign’s investment is senior to a subordinated tranche(s) which have first loss exposure. We concluded these unrealized losses are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the intent and ability to hold these investments for a time necessary to recover its cost and will ultimately recover its cost at maturity (i.e. these investments have contractual maturities that, absent credit default, ensure Sovereign will ultimately recover its cost). The Company believes that these losses are primarily related to market interest rates and credit spreads and not underlying credit issues associated with the issuers of the debt obligations. The CDOs were purchased in the second and third quarters of 2006 and had a 10 year maturity when they were initially acquired. The CDO’s have not experienced any losses to date. Sovereign does not believe it should have any loss of principal on these investments given its senior position and the protection that the subordinated classes provide.

During the second quarter of 2006 following the acquisition of Independence, Sovereign sold $3.5 billion of investment securities with a combined effective yield of 4.40% for asset/liability management purposes and to offset, in part, the negative effect of the current yield curve on net interest margin for future periods and incurred a pre-tax loss of $238.3 million ($154.9 million after-tax or $0.38 per diluted share). Of the total $3.5 billion of investments sold, $1.8 billion had been previously classified as held-to-maturity and Sovereign recorded a pretax loss of $130.1 million related to the sale of the held-to-maturity securities. As a result of the sale of the held-to-maturity securities, Sovereign concluded that we were required to reclassify the remaining $3.2 billion of held to maturity investment securities to the available for sale investment category.

During the fourth quarter of 2006 as part of the balance sheet restructuring, Sovereign sold $1.5 billion of investment securities with a combined effective yield of 4.60% for asset/liability management purposes and incurred a pre-tax loss of $43.0 million ($28 million after tax or $0.06 per diluted share). The proceeds from the sale of the available for sale investment securities were reinvested in higher yielding securities since they were required as collateral for certain debt and deposit obligations.

Investment Securities Available for Sale. Securities expected to be held for an indefinite period of time are classified as available for sale and are carried at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity, net of estimated income taxes, unless a decline in value is deemed to be other-than-temporary in which case the decline is recorded in current period operating results. Substantially all our securities have readily determinable market prices that are derived from third party pricing services. Decisions to purchase or sell these securities are based on economic conditions, including changes in interest rates, and asset/liability management strategies. For additional information with respect to the amortized cost and estimated fair value of Sovereign’s investment securities available for sale, see Note 6 to the Consolidated Financial Statements. The actual maturities of mortgage-backed securities available for sale will differ from contractual maturities because borrowers may have the right to prepay obligations without prepayment penalties.

Table 6 presents the book value of investment securities by obligor and Table 7 presents the securities of single issuers (other than obligations of the United States and its political subdivisions, agencies and corporations) having an aggregate book value in excess of 10% of Sovereign’s stockholders’ equity that were held by Sovereign at December 31, 2007 (dollars in thousands):

Table 6: Investment Securities by Obligor


	AT DECEMBER 31,
	2007		2006		2005
Investment securities available for sale:
U.S. Treasury and government agencies	$	2,341,770	$	1,606,905	$	1,170,613
FNMA, FHLMC, and FHLB securities		4,959,380		4,791,355		3,173,878
State and municipal securities		2,502,424		2,554,806		4,468
Other securities		4,138,273		4,921,562		2,909,443


Total investment securities available for sale	$	13,941,847	$	13,874,628	$	7,258,402


Investment securities held to maturity:
U.S. Treasury and government agencies	$	—	$	—	$	106,881
FNMA, FHLMC, and FHLB securities		—		—		1,940,582
State and municipal securities		—		—		1,752,739
Other securities		—		—		847,425


Total investment securities held to maturity	$	—	$	—	$	4,647,627


FHLB stock		942,651		1,003,012		651,299
Other investments		257,894		—		—


Total investment portfolio	$	15,142,392	$	14,877,640	$	12,557,328

Table 7: Investment Securities of Single Issuers


	AT DECEMBER 31, 2007
	Amortized		Fair
	Cost		Value
FNMA	$	2,890,131	$	2,921,594
FHLMC		1,920,360		1,935,487
FHLB		1,040,736		1,044,950
Merrill Lynch ⁽¹⁾		2,000,000		2,000,000


Total	$	7,851,227	$	7,902,031


(1)		Amount represents a short-term reverse repurchase obligation with Merrill Lynch which matured in January 2008.

Goodwill and Intangible Assets. Goodwill and other intangible assets decreased to $3.8 billion at December 31, 2007, from $5.5 billion in 2006. The decrease was due to the $1.58 billion impairment recorded in the fourth quarter of 2007 and intangible asset amortization of $126.7 million in 2007. Goodwill and other intangibles represented 4.5% of total assets and 54.3% of stockholders’ equity at December 31, 2007, and are comprised of goodwill of $3.4 billion, core deposit intangible assets of $352.8 million and other intangibles of $19.3 million.

Sovereign establishes core deposit intangibles (CDI) in instances where core deposits are acquired in purchase business combinations. Sovereign determines the value of its CDI based on the present value of the difference in expected future cash flows between the cost to replace such deposits (based on applicable equivalent borrowing rates) versus the ongoing cost of the core deposits acquired. The aggregate future cash flows are based on the average expected life of the deposits acquired for each product less the cost to service them. The CDI associated with our various acquisitions are being amortized on an accelerated basis over the expected life of the underlying deposits, which is for periods up to 10 years.

Other Assets. Other assets at December 31, 2007 were $2.9 billion compared to $2.6 billion at December 31, 2006. Included in other assets at December 31, 2007 and December 31, 2006 were $493 million and $562 million of assets associated with our precious metals business, respectively, $379 million and $395 million, respectively, of prepaid assets, $245 million and $260 million of investments in low income housing partnerships and other equity method investment partnerships, respectively, and net deferred tax assets of $717 million and $371 million, respectively.

Deposits and Other Customer Accounts. Sovereign attracts deposits within its primary market area by offering a variety of deposit instruments, including demand and NOW accounts, money market accounts, savings accounts, customer repurchase agreements, certificates of deposit and retirement savings plans. Sovereign also issues wholesale deposit products such as brokered deposits and government deposits on a periodic basis which serve as an additional source of liquidity for the Company. Total deposits and other customer accounts at December 31, 2007 were $49.9 billion, compared to $52.4 billion at December 31, 2006 due primarily to planned run-off in higher cost wholesale deposit products. Comparative detail of average balances and rates by deposit type is included in Table 1: Net Interest Margin is in a prior section of this MD&A.

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 Federal Home Loan Bank of Pittsburgh, Boston, and New York (“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 and other debt obligations at December 31, 2007 were $26.1 billion, compared to $26.8 billion at December 31, 2006. The decrease in our level of borrowings in 2007 is primarily due to the balance sheet restructuring completed in the first quarter of 2007 when Sovereign sold low margin, higher credit risk assets and utilized the proceeds to reduce higher cost borrowing obligations. At December 31, 2007, Sovereign had $4 billion of borrowings that were reinvested in cash and US treasuries to maintain compliance with HOLA requirements which limit the percentage of commercial loans not secured by real estate that Sovereign may hold on its balance sheet. These borrowings were repaid in early January.

Table 8 summarizes information regarding borrowings and other debt obligations (in thousands):

Table 8: Details of Borrowings


	DECEMBER 31,
	2007			2006			2005
Securities sold under repurchase agreements:
Balance	$	76,526		$	199,671		$	189,112
Weighted average interest rate at year-end		4.12	%		3.85	%		4.19	%
Maximum amount outstanding at any month-end during the year	$	200,775		$	1,740,824		$	942,799
Average amount outstanding during the year	$	122,801		$	596,583		$	395,940
Weighted average interest rate during the year		5.56	%		5.21	%		3.31	%
Federal Funds Purchased:
Balance	$	2,720,000		$	1,700,000		$	819,000
Weighted average interest rate at year-end		4.22	%		5.22	%		4.18	%
Maximum amount outstanding at any month-end during the year	$	2,720,000		$	1,915,000		$	1,215,593
Average amount outstanding during the year	$	1,074,294		$	998,867		$	940,100
Weighted average interest rate during the year		5.19	%		5.17	%		3.33	%
FHLB advances:
Balance	$	19,705,438		$	19,563,985		$	13,295,493
Weighted average interest rate at year-end		4.64	%		4.81	%		4.46	%
Maximum amount outstanding at any month-end during the year	$	21,074,719		$	20,409,561		$	14,023,128
Average amount outstanding during the year	$	16,557,692		$	16,727,311		$	12,123,306
Weighted average interest rate during the year		4.99	%		4.61	%		4.09	%
Senior Credit Facility:
Balance	$	180,000		$	—		$	—
Weighted average interest rate at year-end		5.55	%		0.00	%		0.00	%
Maximum amount outstanding at any month-end during the year	$	180,000		$	100,000		$	300,000
Average amount outstanding during the year	$	128,274		$	12,466		$	151,164
Weighted average interest rate during the year		6.27	%		11.71	%		4.41	%
Asset-Backed Floating Rate Notes:
Balance	$	—		$	1,971,000		$	1,971,000
Weighted average interest rate at year-end		0.00	%		3.58	%		2.50	%
Maximum amount outstanding at any month-end during the year	$	1,971,000		$	1,971,000		$	1,971,000
Average amount outstanding during the year	$	904,537		$	1,971,000		$	1,971,000
Weighted average interest rate during the year		5.19	%		3.87	%		1.91	%
Senior Notes:
Balance	$	1,042,527		$	740,334		$	797,916
Weighted average interest rate at year-end		5.14	%		5.13	%		4.76	%
Maximum amount outstanding at any month-end during the year	$	1,042,527		$	1,039,210		$	797,916
Average amount outstanding during the year	$	974,605		$	833,577		$	466,088
Weighted average interest rate during the year		5.61	%		5.62	%		4.30	%
Subordinated Notes:
Balance	$	1,148,813		$	1,139,511		$	772,063
Weighted average interest rate at year-end		4.65	%		4.68	%		5.27	%
Maximum amount outstanding at any month-end during the year	$	1,148,813		$	1,139,511		$	798,535
Average amount outstanding during the year	$	1,143,874		$	981,397		$	781,627
Weighted average interest rate during the year		5.49	%		5.60	%		4.72	%
Junior Subordinated Debentures to Capital Trusts:
Balance	$	1,252,778		$	1,535,216		$	876,313
Weighted average interest rate at year-end		7.30	%		7.65	%		8.09	%
Maximum amount outstanding at any month-end during the year	$	1,433,534		$	1,535,216		$	886,434
Average amount outstanding during the year	$	1,340,564		$	1,256,491		$	877,730
Weighted average interest rate during the year		7.68	%		7.88	%		7.38	%

Refer to Note 12 in the Notes to Consolidated Financial Statements for more information related to Sovereign’s borrowings.

On March 23, 2007, Sovereign issued $300 million of 3 year, floating rate senior notes. The floating rate notes bear interest at a rate of 3 month LIBOR plus 23 basis points (adjusted quarterly) and mature on March 23, 2010. The notes are not redeemable at Sovereign’s option nor are they repayable prior to maturity at the option of the holders. The proceeds of the offering were used for general corporate purposes.

In connection with the balance sheet restructuring, Sovereign redeemed certain asset backed floating rate notes and junior subordinated debentures due to Capital Trust Entities totaling approximately $2.3 billion. In connection with these transactions, Sovereign incurred debt extinguishment charges of $14.7 million during the twelve-month period ended December 31, 2007.

On May 22, 2006, Sovereign’s wholly-owned subsidiary, Sovereign Capital Trust V issued $175 million capital securities which are due May 22, 2036. Principal and interest on Trust V Capital Securities are paid by junior subordinated debentures due to Trust V from Sovereign whose terms and conditions mirror the Capital Securities. The capital securities represent preferred beneficial interests in Trust V. Distributions on the capital securities accrue from the original issue date and are payable, quarterly in arrears on the 15th day of February, May, August and November of each year, beginning on August 15, 2006 at an annual rate of 7.75%. The capital securities are not redeemable prior to May 22, 2011. The proceeds from the offering were used to finance a portion of the purchase price for Sovereign’s acquisition of Independence, which closed on June 1, 2006. Sovereign presents the junior subordinated debentures due to Trust V as a component of borrowings.

On May 31, 2006, Sovereign’s wholly-owned subsidiary, Sovereign Capital Trust IX (the “Trust”) issued $150 million capital securities which are due July 7, 2036. Principal and interest on Trust IX Capital Securities are paid by junior subordinated debentures due to Trust IX from Sovereign whose terms and conditions mirror the Capital Securities. The capital securities represent preferred beneficial interests in Trust IX. Distributions on the capital securities accrue from the original issue date and are payable, quarterly in arrears on the 7th day of January, April, July and October of each year, beginning on July 7, 2006 at an annual rate of three-month LIBOR plus 1.75%. The capital securities are callable at a redemption price of 105% of par during the first five years, after which they are callable at par. The proceeds from the offering were used to finance a portion of the purchase price for Sovereign’s pending acquisition of Independence, which closed on June 1, 2006. Sovereign presents the junior subordinated debentures due to Trust IX as a component of borrowings.

On June 13, 2006, Sovereign’s wholly owned subsidiary, Sovereign Capital Trust VI issued $300 million capital securities which are due June 13, 2036. Principal and interest on Trust VI Capital Securities are paid by junior subordinated debentures due to Trust VI from Sovereign whose terms and conditions mirror the Capital Securities. The capital securities will represent preferred beneficial interests in Trust VI. Distributions on the capital securities accrue from the original issue date and are payable, semiannually in arrears on the 13th day of June and December of each year, beginning on December 13, 2006 at an annual rate of 7.91%. The capital securities are not redeemable prior to June 13, 2016. The proceeds from the offering were used for general corporate purposes. Sovereign presents the junior subordinated debentures due to Trust VI as a component of borrowings.

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

•		A junior subordinated debentures issued by Sovereign, each of which will have a principal amount at maturity of $50, and which have a stated maturity of March 1, 2034; and

•		Warrants to purchase shares of 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 Trust PIERS into 1.71 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 (which initially is $29.21 per share) 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 Trust PIERS for such 10-trading-day period was less than 105% of the average conversion value of the Trust PIERS during that period and the conversion value for each day of that period was less than 98% of the issue price of the Trust PIERS; (3) during any period in which the credit rating assigned to the Trust PIERS by either Moody’s or Standard & Poor’s is below a specified level; (4) if the Trust PIERS have been called for redemption or (5) upon the occurrence of certain corporate transactions. The Trust PIERS and the junior subordinated debentures will have a distribution rate of 4.375% per annum of their issue price, subject to deferral. In addition, contingent distributions of $.08 per $50 issue price per Trust PIERS will be due during any three-month period commencing on or after March 1, 2007 under certain conditions. The Trust 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 Trust 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 $37.97, subject to adjustment, for a specified period.

The proceeds from the Trust 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 Trust PIERS which is March 2, 2034. The effective interest rate of the subordinated debentures is 6.75%.

The Capital Trusts above are variable interest entities as defined by FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”. Sovereign has determined that it is not the primary beneficiary of any of these trusts, and as a result, they are not consolidated by the Company.

In connection with the acquisition of Independence, Sovereign assumed $250 million of senior notes and $400 million of subordinated borrowing obligations. The senior notes mature in September 2010 and carry a fixed rate of interest of 4.90%. The $400 million of subordinated notes include $250 million of 3.75% Fixed Rate/ Floating Rate Subordinated Notes Due March 2014 (“2004 Notes”) which bear interest at a fixed rate of 3.75% per annum for the first five years, and convert to a floating rate thereafter until maturity based on the US Dollar three-month LIBOR plus 1.82%. Beginning on April 1, 2009 Sovereign has the right to redeem the 2004 Notes at par plus accrued interest. The subordinated notes also include $150.0 million aggregate principal amount of 3.50% Fixed Rate/ Floating Rate Subordinated Notes Due June 2013 (“2003 Notes”). The 2003 Notes bear interest at a fixed rate of 3.50% per annum for the first five years, and convert to a floating rate thereafter until maturity based on the US Dollar three-month LIBOR plus 2.06%. Beginning on June 20, 2008 Sovereign has the right to redeem the 2003 Notes at par plus accrued interest.

On September 1, 2005, Sovereign issued $200 million of 3.5 year, floating rate Senior notes and $300 million of 5 year non-callable, fixed rate Senior notes at 4.80%. The floating rate notes bear interest at a rate of 3 month LIBOR plus 28 basis points (adjusted quarterly) and mature on March 1, 2009. The fixed rate notes mature on September 1, 2010. The proceeds of the offering were used to pay off $225 million of a line of credit at LIBOR plus 90 basis points, provide additional holding company cash for a previously announced stock repurchase program, enhance the short-term liquidity of the company, and for general corporate purposes.

During March of 2003, Sovereign Bank issued $500 million of subordinated notes (the “March subordinated notes”), at a discount of $4.7 million, which have a coupon of 5.125%. In August 2003, Sovereign Bank issued $300 million of subordinated notes (the “August subordinated notes”), at a discount of $0.3 million, which have a coupon of 4.375%. The August subordinated notes mature in August 2013 and are callable at par in August 2008. The March subordinated notes are due in March 2013 and are not subject to redemption prior to that date except in the case of the insolvency or liquidation of Sovereign Bank, and then only with prior regulatory approval. These subordinated notes qualify as Tier 2 regulatory capital for Sovereign Bank. Under the current OTS rules, 5 years prior to maturity, 20% of the balance of the subordinated notes will no longer qualify as Tier 2 capital. In each successive year prior to maturity, an additional 20% of the subordinated notes will no longer qualify as Tier 2 capital.

The senior credit facility with Bank of Scotland consists of two $200 million, 364-day revolving line of credit at the holding company which mature in February 2008 and August 2008, respectively. Sovereign anticipates renewing these lines upon maturity for similar terms and durations. Sovereign had $180 million outstanding under the revolving line at December 31, 2007. The senior credit facility subjects Sovereign to a number of affirmative and negative covenants. Sovereign was in compliance with these covenants at December 31, 2007 and 2006.

Off-Balance Sheet Arrangements. Securitization transactions contribute to Sovereign’s overall funding and regulatory capital management. These transactions involve periodic transfer of loans or other financial assets to special purpose entities (SPEs) and are either recorded on Sovereign’s Consolidated Balance Sheet or off-balance sheet depending on whether the transaction qualifies as a sale of assets in accordance with SFAS No.140,“Transfers of Financial Assets and Liabilities”.

In certain transactions, Sovereign has transferred assets to a special purpose entity qualifying for non-consolidation (QSPE), and has accounted for these transactions as sales in accordance with SFAS No. 140. Sovereign also has retained interests and servicing assets in the QSPEs. At December 31, 2007, off-balance sheet QSPEs had $2.0 billion of assets that Sovereign sold to the QSPEs that are not included in Sovereign’s Consolidated Balance Sheet. Sovereign’s retained interests and servicing assets in such QSPEs were $93 million at December 31, 2007, and this amount represents our maximum exposure to credit losses related to unconsolidated securitizations. Sovereign does not provide contractual legal recourse to third party investors that purchase debt or equity securities issued by the QSPEs beyond retained interests and servicing rights inherent in the QSPEs. At December 31, 2007, 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 22 to the Consolidated Financial Statements for a discussion of Sovereign’s policies concerning valuation and impairment for such retained interests and servicing assets, as well as a discussion of the assumptions used and sensitivity to changes in those assumptions.

Minority Interests. Minority interests represent the equity and earnings attributable to that portion of consolidated subsidiaries that are owned by parties independent of Sovereign. Earnings attributable to minority interests are reflected in “Other minority interest expense and equity method investments” on the Consolidated Statement of Operations.

Preferred Stock. On May 15, 2006, Sovereign issued 8,000 shares of Series C non-cumulative perpetual preferred stock and received net proceeds of $195.4 million. The perpetual preferred stock ranks senior to our common stock. Our perpetual preferred stockholders are entitled to receive dividends when and if declared by our board of directors at a rate of 7.30% per annum, payable quarterly, before we may declare or pay any dividend on our common stock. The dividends on the perpetual preferred stock are non-cumulative. The Series C preferred stock is not redeemable prior to May 15, 2011. On or after May 15, 2011, the Series C preferred stock is redeemable at par.

The dividends on our preferred stock are recorded against retained earnings; however, for earnings per share purposes, they are deducted from net income available to common shareholders. See Note 23 for the calculation of earnings per share.

Credit Risk Management

Extending credit to our customers exposes Sovereign to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability or unwillingness of the borrower to repay the loan. Sovereign manages credit risk in the loan portfolio through adherence to consistent standards, guidelines and limitations established by the Credit Policy Committee and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. Various approval levels, based on the amount of the loan and other key credit attributes, have also been established. In addition to being subject to the judgment and dual approval of experienced loan officers and their managers, loans over a certain dollar size also require the co-approval of credit officers independent of the loan officer to ensure consistency and quality in accordance with Sovereign’s credit standards. The largest loans require approval by the Credit Policy Committee.

The Internal Asset Review Group, both Retail and Commercial conduct ongoing, independent reviews of Sovereign’s loan portfolios and the lending process to ensure accurate risk ratings and adherence to established policies and procedures, monitor compliance with applicable laws and regulations, provide objective measurement of the risk inherent in the loan portfolio, and ensure that proper documentation exists. The results of these periodic reviews are reported to line management, and to the Board of Directors of both Sovereign and Sovereign Bank. Sovereign also maintains a watch list for certain loans identified as requiring a higher level of monitoring by management because of one or more factors, borrower performance, business conditions, industry trends, nature of collateral, collateral margin, economic conditions, or other factors. Commercial loan credit quality is always subject to scrutiny by line management, credit officers and the independent Internal Asset Review Group.

The following discussion summarizes the underwriting policies and procedures for the major categories within the loan portfolio and addresses Sovereign’s strategies for managing the related credit risk.

Commercial Loans. Commercial loans principally represent commercial real estate loans (including multifamily loans), loans to commercial and industrial customers, automotive dealer floor plan loans, and loans to auto lessors. Credit risk associated with commercial loans is primarily influenced by prevailing and expected economic conditions and the level of underwriting risk Sovereign is willing to assume. To manage credit risk when extending commercial credit, Sovereign focuses on both assessing the borrower’s capacity and willingness to repay and on obtaining sufficient collateral. Commercial and industrial loans are generally secured by the borrower’s assets and by personal guarantees. Commercial real estate loans are originated primarily within the Mid-Atlantic, New York and New England market areas and are secured by real estate at specified loan-to-values and often by a guarantee of the borrower.

Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that significant credit concentrations by borrowers or industries do not exist. At December 31, 2007 and 2006, 7% and 6% of the commercial loan portfolio was unsecured, respectively.

The Company originates multi-family (five or more units) residential mortgage loans, which are secured primarily by apartment buildings, cooperative apartment buildings and mixed-use (combined residential and commercial) properties through its Metro New York market. Credit risk associated with multifamily loans is primarily influenced by prevailing and expected economic conditions and the level of underwriting risk Sovereign is willing to assume. To manage credit risk when extending credit, Sovereign follows a set of underwriting standards which generally require a maximum loan-to-value ratio of 80% based on an appraisal performed by either one of the Company’s in-house licensed and certified appraisers or by a Company-approved licensed and certified independent appraiser (whose appraisal is reviewed by a Company licensed and certified appraiser), and sufficient cash flow from the underlying property to adequately service the debt. A minimum debt service ratio of 1.25 generally is required on multi-family residential mortgage loans. The Company also considers the financial resources of the borrower, the borrower’s experience in owning or managing similar properties, the market value of the property and the Company’s lending experience with the borrower. For loans sold in the secondary market to Fannie Mae, the maximum loan-to-value ratio is 80% and the minimum debt service ratio is 1.25.

Consumer Loans Secured by Real Estate. Credit risk in the direct and indirect consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 90%, or credit insurance is purchased to limit exposure. Sovereign originates and purchases fixed rate and adjustable rate residential mortgage loans that are secured by the underlying 1-4 family residential property. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-equity ratios, credit scores, and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans originated or purchased in excess of an 80% loan-to-value ratio are generally insured by private mortgage insurance, unless otherwise guaranteed or insured by the Federal, state or local government. Sovereign also utilizes underwriting standards which comply with those of the FHLMC or the FNMA. Credit risk is further reduced since a portion of Sovereign’s fixed rate mortgage loan production is sold to investors in the secondary market without recourse. Additionally, Sovereign entered into a credit default swap in 2006 on a portion of its residential real estate loan portfolio through a synthetic securitization structure. Under the terms of the credit default swap, Sovereign is responsible for the first $5.2 million of losses on the remaining loans in the structure which totaled $3.3 billion at December 31, 2007. Sovereign is reimbursed for the next $55 million of losses under the terms of the credit default swap. Losses above $60.2 million are bourne by Sovereign. This credit default swap term is equal to the term of the loan portfolio.

Consumer Loans Not Secured by Real Estate. Credit risk in the auto loan portfolio is characterized by high credit scoring borrowers and strong payment performance in our in-footprint loans. Loans originated by our Southeast and Southwest production offices exhibited higher than anticipated loss rates during 2007. We began originating these loans in the third quarter of 2006 and grew this portfolio significantly to $2.6 billion at December 31, 2007. Management strengthened the underwriting standards for our entire auto loan portfolio in the second half of 2007 and decided to cease originating new loans from our Southeast and Southwest production offices effective January 31, 2008. The remaining loans will liquidate over their estimated life of approximately two and a half to three years.

Collections. Sovereign closely monitors delinquencies as another means of maintaining high asset quality. Collection efforts begin within 15 days after a loan payment is missed by attempting to contact all borrowers and to offer a variety of loss mitigation alternatives. If these attempts fail, Sovereign will proceed to gain control of any and all collateral in a timely manner in order to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover all monies owed to Sovereign. Sovereign monitors delinquency trends at 30, 60, and 90 days past due. These trends are discussed at monthly Management Asset Review Committee and Sovereign Bank Board of Directors meetings.

Non-performing Assets. At December 31, 2007, Sovereign’s non-performing assets were $361.6 million, compared to $235.6 million at December 31, 2006. Non-performing assets as a percentage of total assets (excluding loans held for sale) weakened to 0.43% at December 31, 2007 from the prior year level of 0.29%. Non-performing home equity loans and lines of credit increased in 2007 by $45.8 million to $56.1 million. The majority of this increase is due to the inclusion of $39.4 million of loans related to our correspondent home equity portfolio that we did not sell. At December 31, 2007, this portfolio is comprised of $367.5 million of first lien loans and $131 million of second lien loans. Sovereign has total reserves for credit losses against this portfolio of $62.4 million. Non-performing residential loans increased in 2007 by $43.2 million to $90.9 million and non-performing commercial loans increased in 2007 by $16.2 million to $85.4 million. All of the non-performing asset increases were impacted by the deterioration in our loan portfolios as the credit quality of loans has dropped significantly in 2007 from prior year strong levels. Future credit performance of our portfolios is dependent upon the strength of our underwriting practices as well as the regions of the U.S. economy where our loans were originated.

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 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. Consumer loans secured by real estate 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.

Table 9 presents the composition of non-performing assets at the dates indicated (in thousands):

Table 9: Non-Performing Assets


	AT DECEMBER 31,
	2007			2006			2005			2004			2003
Non-accrual loans:
Consumer
Residential	$	90,881		$	47,687		$	30,393		$	33,656		$	38,195
Home equity loans and lines of credit		56,099			10,312			55,543			26,801			29,370
Auto loans and other consumer loans		3,446			2,955			2,389			1,220			1,551


Total consumer loans		150,426			60,954			88,325			61,677			69,116

Commercial		85,406			69,207			68,572			54,042			83,976
Commercial real estate		61,750			75,710			31,800			26,757			45,053
Multifamily		6,336			1,486			—			—			—


Total non-accrual loans		303,918			207,357			188,697			142,476			198,145
Restructured loans		370			557			777			1,097			1,235


Total non-performing loans (1)		304,288			207,914			189,474			143,573			199,380


Real estate owned		43,226			22,562			11,411			12,276			17,016
Other repossessed assets		14,062			5,126			4,678			4,247			4,051


Total other real estate owned and other repossessed assets		57,288			27,688			16,089			16,523			21,067


Total non-performing assets	$	361,576		$	235,602		$	205,563		$	160,096		$	220,447


Past due 90 days or more as to interest or principal and accruing interest	$	68,770		$	40,103		$	54,794		$	38,914		$	36,925
Net loan charge-off rate to average loans (3)		.25	%		.96	%		.20	%		.36	%		.55	%
Non-performing assets as a percentage of total assets, excluding loans held for sale		.43			.29			.32			.29			.51
Non-performing loans as a percentage of total loans held for investment		.53			.38			.44			.39			.77
Non-performing assets as a percentage of total loans held for investment, real estate owned and repossessed assets		.63			.43			.47			.44			.85
Allowance for credit losses as a percentage of total non-performing assets (2)		204.0			206.4			213.0			255.3			148.7
Allowance for credit losses as a percentage of total non-performing loans (2)		242.4			233.9			231.1			284.7			164.5


(1)		Non-performing loans at December 31, 2006 exclude $21.5 million of residential non-accrual loans and $66.0 million of home equity non-accrual loans that are classified as held for sale. These loans were excluded at that time since they were all anticipated to be sold. Non-performing loans at December 31, 2007 include $39.4 million of loans related to our correspondent home equity loan portfolio we were unable to sell in 2007 that had been classified as held for sale at December 31, 2006.

(2)		Allowance for credit losses is comprised of the allowance for loan losses and the reserve for unfunded commitments, which is included in other liabilities.

(3)		2006 includes lower of cost of market adjustments resulting in a charge-off of $382.5 million on the correspondent home equity loans and a charge-off of approximately $7.1 million on the purchased residential mortgage portfolio both of which were classified as held for sale at December 31, 2006. These charge-offs accounted for 71 basis points of the total 96 basis points above.

Loans that are past due 90 days or more and still accruing interest increased from $40.1 million at December 31, 2006 to $68.8 million at December 31, 2007. Ninety-day consumer secured by real estate loan delinquencies increased by $19.2 million. Ninety-day delinquencies increased in the auto and other consumer category by $9.5 million.

Potential Problem Loans. Potential problem loans are loans not currently classified as non-performing loans, for which management has doubts as to the borrowers’ ability to comply with present repayment terms. These assets are principally commercial loans delinquent more than 30 days but less than 90 days. Potential problem loans amounted to approximately $140.3 million and $102.1 million at December 31, 2007 and 2006, respectively. The principal reason for the increase has been a weakening of the credit quality in our commercial loan portfolio particularly related to companies in the residential homebuilder construction industry. Management has evaluated these loans and reserved for these loans at higher rates.

Delinquencies. Sovereign’s loan delinquencies (all performing loans held for investment 30 or more days delinquent) at December 31, 2007 were $817 million compared to $540 million at December 31, 2006. As a percentage of total loans held for investment, performing delinquencies were 1.43% at December 31, 2007, an increase from 0.97% at December 31, 2006. Consumer secured by real estate performing loan delinquencies increased from $343 million to $451 million during the same time periods, and increased as a percentage of total consumer secured by real estate loans from 1.52% to 2.35%. Consumer not secured by real estate performing loan delinquencies increased from $95 million to $226 million and increased as a percentage of total consumer loans from 1.50% to 3.09%. Commercial performing loan delinquencies increased from $102 million to $140 million and increased as a percentage of total commercial loans from 0.34% to 0.46%. The reason for the increase in consumer loans, primarily those secured by real estate, was due to a weakening of the credit quality of our loan portfolio in the second half of 2007 due to declining home values. Additionally, consumer delinquencies were impacted by increased delinquencies in our auto loan portfolio. Commercial loan delinquencies have increased due to the weakening of the credit quality of our commercial loan portfolio particularly related to companies in the mortgage industry.

Allowance for Credit Losses

Allowance for Loan Losses. Sovereign maintains an allowance for loan losses that management believes is sufficient to absorb inherent losses in the loan portfolio. The adequacy of Sovereign’s allowance for loan losses is regularly evaluated. In addition to past loss experience, management’s evaluation of the adequacy of the allowance to absorb loan losses takes into consideration the risks inherent in the loan portfolio, 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. At December 31, 2007, Sovereign’s total allowance was $709.4 million.

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, and historical loss experience and current trends, and (ii) unallocated allowances, which provides coverage for unexpected losses in Sovereign’s loan portfolios, and to account for a level of imprecision in management’s estimation process.

The allowance recorded for our consumer portfolio is based on an analysis of product mix, risk composition of the portfolio, collateral coverage and bankruptcy experiences, economic conditions and historical and expected delinquency and past and anticipated charge-off statistics for each homogeneous category or group of loans. Based on this information and analysis, an allowance is established in an amount sufficient to cover estimated inherent losses in this portfolio.

The allowance recorded for commercial loans is based on an analysis of the individual credits and relationships and is separated into two parts, the specific allowance and the class allowance. The specific allowance element of the commercial loan allowance is based on a regular analysis of classified commercial loans where certain inherent weaknesses exist, loans regulatory rated substandard through loss. This analysis is performed by the Managed Asset Division, where loans with recognized deficiencies are administered. This analysis is periodically reviewed by other parties, including the Commercial Asset Review 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 and other sources of repayment. Specific reserves are also evaluated by Commercial Asset Review and Credit Risk Management.

The specific allowance element is calculated in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan” and SFAS No. 118 “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosure” and is based on a regular analysis of criticized commercial loans where internal credit ratings are below a predetermined quality level. This analysis is performed by the Managed Assets Division, and periodically reviewed by other parties, including the Commercial Asset Review 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 commercial loan allowance is determined by an internal loan grading process in conjunction with associated allowance factors. These class allowance factors are updated quarterly and are based primarily on actual historical loss experience and an analysis of product mix, risk composition of the portfolio, underwriting trends and growth projections, collateral coverage and bankruptcy experiences, economic conditions, historical and expected delinquency and anticipated loss rates for each group of loans. While this analysis is conducted at least quarterly, the Company has the ability to revise the class allowance factors whenever necessary in order to address improving or deteriorating credit quality trends or specific risks associated with a given loan pool classification.

Regardless of the extent of the Company’s 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, 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 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 and reserve for unfunded lending commitments is performed by the Company on a quarterly basis. In addition, a review of allowance levels based on nationally published statistics is conducted on at least an annual basis.

Reserve for Unfunded Lending Commitments

In addition to the Allowance for Loan and Lease Losses, we also estimate probable losses related to unfunded lending commitments. Unfunded lending commitments are subject to individual reviews, and are analyzed and segregated by risk according to the Corporation’s internal risk rating scale. These risk classifications, in conjunction with an analysis of historical loss experience, current economic conditions and performance trends within specific portfolio segments, and any other pertinent information, result in the estimation of the reserve for unfunded lending commitments. Additions to the reserve for unfunded lending commitments are made by charges to the provision for credit losses. The reserve for unfunded lending commitments of $28.3 million at December 31, 2007 increased $13.0 million from $15.3 million at December 31, 2006, due to an increase in reserve factors on this category due to increases in the amount of criticized lines at December 31, 2007, as well as an increase in the amount of unfunded lending commitments.

The factors supporting the allowance for loan losses and the reserve for unfunded lending commitments do not diminish the fact that the entire allowance for loan losses and the reserve for unfunded lending commitments are available to absorb losses in the loan portfolio and related commitment portfolio, respectively. The Company’s principal focus, therefore, is on the adequacy of the total allowance for loan losses and reserve for unfunded lending commitments.

The allowance for loan losses and the reserve for unfunded lending commitments are subject to review by banking regulators. The Company’s primary bank regulators conduct examinations of the allowance for loan losses and reserve for unfunded lending commitments and make assessments regarding their adequacy and the methodology employed in their determination.

Table 10 summarizes Sovereign’s allowance for credit losses for allocated and unallocated allowances by loan type, and the percentage of each loan type of total portfolio loans (in thousands):

Table 10: Allocation of the Allowance for Credit Losses by Product Type


	AT DECEMBER 31,
	2007					2006					2005					2004					2003
			% of					% of					% of					% of					% of
			Loans to					Loans to					Loans to					Loans to					Loans to
			Total					Total					Total					Total					Total
	Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans			Amount		Loans
Allocated
allowances:
Commercial loans	$	433,951		54	%	$	375,014		49	%	$	220,314		38	%	$	209,587		38	%	$	192,454		42	%
Consumer loans secured by real estate		117,380		34			45,521		43			142,728		51			121,311		49			79,968		44
Consumer loans not secured by real estate		149,768		12			45,730		8			50,557		11			50,167		13			29,774		14
Unallocated allowance		8,345		n/a			4,765		n/a			6,000		n/a			9,938		n/a			13,594		n/a


Total allowance for loan losses	$	709,444		100	%	$	471,030		100	%	$	419,599		100	%	$	391,003		100	%	$	315,790		100	%


Reserve for unfunded lending commitments		28,301					15,255					18,212					17,713					12,104


Total allowance for credit losses	$	737,745				$	486,285				$	437,811				$	408,716				$	327,894

Commercial Portfolio. The allowance for loan losses for the commercial portfolio increased from $375.0 million at December 31, 2006 to $434.0 million at December 31, 2007 due to an increase in criticized assets and 8% growth in the commercial loan portfolio (excluding multifamily loans). As a percentage of the total commercial portfolio, the allowance increased from 1.23% to 1.40%. This increase is due to continued weakening of the commercial loan portfolio in 2007 compared to the prior year, primarily in construction lending, commercial real estate and commercial industrial lending. During 2007, net charge-offs in this portfolio totaled $50.5 million, as compared to $42.8 million in 2006; and, net charge-offs were 20 basis points in 2007 compared to 18 basis points in 2006. This increase was due to a weakening in credit quality noted towards the end of 2007. This deterioration was factored into the Company’s calculation of its allowance for loan losses. Non-accrual commercial loans to total commercial loans was 50 basis points at December 31, 2007 compared to 48 basis points at the end of 2006.

Consumer Loans Secured by Real Estate Portfolio. The allowance for the consumer loans secured by real estate portfolio increased from $45.5 million at December 31, 2006 to $117.4 million at December 31, 2007 or 158%. As a percentage of the total consumer secured by real estate portfolio, the allowance increased from 0.17% to 0.60%. This increase is due primarily to the previously mentioned $47 million increase to our reserves due to credit deterioration on the second lien portfolio of the correspondent home equity loan portfolio that was not sold. We have also increased the amount of reserves we hold on our in-footprint home equity loans and residential real estate loans compared to the prior year because of the decline in home prices that was experienced in 2007 throughout the country.

Consumer Loans Not Secured by Real Estate Portfolio. The allowance for the consumer loans not secured by real estate portfolio increased from $45.7 million at December 31, 2006 to $149.8 million at December 31, 2007 due to an increase of $2.2 billion in auto loans. As a percentage of the total consumer not secured by real estate portfolio, the allowance increased from 0.87% to 2.04%. This growth has been due primarily to our efforts to expand into certain markets in the Southeast and Southwestern United States. Loan originations for these markets during 2007 totaled $2.8 billion at a weighted average yield of 8.04%. However, as previously discussed, losses during the second half of 2007 on this portfolio have been higher than anticipated. This resulted in an increase to our reserve allocations for this portfolio to cover higher inherent losses on the portfolio. This caused an $85 million increase to our allowance for credit losses during the second half of 2007. Management strengthened its underwriting guidelines in the second half of 2007 for this portfolio and decided to cease originating these loans effective January 31, 2008 which we believe will lower the loss experience on new originations.

Unallocated Allowance. The unallocated allowance is maintained to account for a level of imprecision in management’s estimation process. The unallocated allowance increased from $4.8 million at December 31, 2006 to $8.3 million at December 31, 2007. As a percentage of the total reserve, the unallocated portion increased from 1.0% to 1.1%. Management continuously evaluates its class allowance reserving methodology; however the unallocated allowance is subject to changes each reporting period due to certain inherent but undetected losses, which are probable of being realized within the loan portfolio.

Bank Regulatory Capital

Federal law requires institutions regulated by the Office of Thrift Supervision to have a minimum tangible capital ratio equal to 1.5% of tangible assets and a minimum leverage ratio equal to 4% of tangible assets, and a risk-based capital ratio equal to 8% of risk-adjusted assets. Federal law also requires OTS regulated institutions to have a minimum tangible capital equal to 2% of total tangible assets. For a detailed discussion on regulatory capital requirements, see Note 15 in the Notes to Consolidated Financial Statements.

Table 11 presents thrift regulatory capital requirements and the capital ratios of Sovereign Bank at December 31, 2007. It also presents capital ratios for Sovereign Bancorp, Inc.

Table 11: Regulatory Capital Ratios


				OTS - REGULATIONS
	Sovereign
	Bank						Well
	December 31,			Minimum			Capitalized
	2007			Requirement			Requirement
Tangible equity to tangible assets		6.54	%		2.00	%	None
Tier 1 leverage capital to tangible assets		6.54			3.00			5.00	%
Tier 1 risk-based capital to risk adjusted assets		7.54			4.00			6.00
Total risk-based capital to risk adjusted assets		10.40			8.00			10.00


	Sovereign Bancorp			Sovereign Bancorp
	December 31, 2007⁽¹⁾			December 31, 2006⁽¹⁾
Tier 1 leverage capital ratio		5.89	%		5.73	%
Tangible common equity to tangible assets, including AOCI⁽²⁾		3.70	%		3.50	%


(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.

(2)		Accumulated other comprehensive income

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. Factors that impact the liquidity position of Sovereign include loan origination volumes, loan prepayment rates, maturity structure of existing loans, core deposit growth levels, certificate of deposit maturity structure and retention, Sovereign’s credit ratings, investment portfolio cash flows, maturity structure of wholesale funding, etc. These risks are monitored and centrally managed. This process includes reviewing all available wholesale liquidity sources. As of December 31, 2007, Sovereign had $17.5 billion in unused available overnight liquidity in the form of unused federal funds purchased lines, unused FHLB borrowing capacity and unencumbered investment portfolio securities. Sovereign also forecasts future liquidity needs and develops strategies to ensure adequate liquidity is available at all times.

Sovereign Bank has several sources of funding to meet its liquidity requirements, including the liquid investment securities portfolio, the core deposit base, the ability to acquire large deposits and issue public debt and equity securities in the local and national markets, FHLB borrowings, wholesale deposit purchases, federal funds purchased, reverse repurchase agreements, and the capability to securitize or package loans for sale.

Sovereign’s holding company has the following major sources of funding to meet its liquidity requirements: dividends and returns of investment from its subsidiaries, short-term investments held by nonbank affiliates, a revolving credit agreement and access to the capital markets. Sovereign Bank may pay dividends to its parent subject to approval of the OTS. Sovereign Bank declared and paid dividends to the parent company of $240 million in 2007, $600 million in 2006, and $750 million in 2005. Sovereign also has approximately $1.8 billion of availability under a shelf registration statement on file with the Securities and Exchange Commission permitting ready access to the public debt and equity markets at December 31, 2007.

As discussed in other sections of this document, including Part 1 — Item 1 and in Note 15 to the Consolidated Financial Statements, Sovereign Bank is subject to regulation and, among other things, may be limited in its ability to pay dividends or transfer funds to the parent company. Accordingly, consolidated cash flows as presented in the Consolidated Statements of Cash Flows may not represent cash immediately available for the payment of cash dividends to stockholders. Sovereign paid dividends totaling $153.2 million to its common shareholders in 2007. However, in January 2008, to achieve our interim tangible equity to tangible asset target of 4.50% by the end of the third quarter of 2008 more quickly, Sovereign decided to eliminate its common stock dividend. We believe this is prudent at this time given the uncertainty of the U.S. economy and the potential negative consequences it could have on the credit quality of our loan portfolio. The Board of Directors will review in future periods whether to reinstate our common stock dividend.

Cash and cash equivalents increased $1.3 billion in 2007. Net cash provided by operating activities was $632.0 million for 2007. Net cash provided by investing activities for 2007 was $4.0 billion, which consisted primarily of proceeds from the sale of loans of $9.5 billion, offset by originations in excess of repayments of loans of $4.4 billion. We also had repayments or maturities of investments of $4.2 billion and purchased $3.6 billion of investments in 2007. Net cash used by financing activities for 2007 was $3.3 billion, which was primarily due to repayment of debt obligations of $2.3 billion and a decrease in deposits of $2.5 billion offset by net proceeds from borrowings and other debt obligations of $1.6 billion. See the consolidated statement of cash flows for further details on our sources and uses of cash.

Sovereign’s debt agreements impose customary limitations on dividends, other payments and transactions.

Contractual Obligations and Other 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 its capital needs. These obligations require Sovereign to make cash payments over time as detailed in the table below. (For further information regarding Sovereign’s contractual obligations, refer to Footnotes 11 and 12 of our Consolidated Financial Statements, herein.):

Contractual Obligations


	PAYMENTS DUE BY PERIOD
			Less Than						After
(Dollars in thousands)	Total		1 Year		1-3 Years		4-5 Years		5 Years
Borrowings and other debt obligations:
Securities sold under repurchase agreements⁽¹⁾	$	78,877	$	78,877	$	—	$	—	$	—
FHLB advances⁽¹⁾		21,771,085		13,971,753		2,006,856		1,025,405		4,767,071
Fed Funds⁽¹⁾		2,720,321		2,720,321		—		—		—
Other debt obligations⁽¹⁾⁽²⁾		2,867,948		109,991		1,408,582		106,750		1,242,625
Junior subordinated debentures to Capital Trusts⁽¹⁾⁽²⁾		4,050,779		90,468		176,665		180,706		3,602,940
Certificates of deposit⁽¹⁾		15,478,735		13,459,714		1,345,415		385,640		287,966
Investment partnership commitments⁽³⁾		33,316		26,973		6,215		32		96
Operating leases		815,704		98,767		176,105		157,157		383,675


Total contractual cash obligations	$	47,816,765	$	30,556,864	$	5,119,838	$	1,855,690	$	10,284,373


(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 December 31, 2007. 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)		Includes all carrying value adjustments, such as unamortized premiums or discounts and hedge basis adjustments.

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

Excluded from the above table are deposits of $35.0 billion that are due on demand by customers. Additionally, $73.9 million of tax liabilities associated with unrecognized tax benefits under FIN 48 has been excluded due to the high degree of uncertainty regarding the timing of future cash outflows associated with such obligations.

Sovereign’s senior credit facility requires Sovereign to maintain specified financial ratios and to maintain a “well-capitalized” regulatory status. Sovereign has complied with these covenants as of December 31, 2007, 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, Sovereign would be in default under this credit facility and the lenders could terminate the facility and accelerate the maturity of any outstanding borrowings thereunder. Due to cross default provisions in such senior credit facility, if more than $5.0 million of Sovereign’s debt is in default, Sovereign will be in default under this credit facility and the lenders could terminate the facility and accelerate the maturity of any outstanding borrowings thereunder.

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 may 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 may 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.

OTHER COMMERCIAL COMMITMENTS


	AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
	Total
	Amounts		Less Than						Over
(Dollars in thousands)	Committed		1 Year		1-3 Years		4-5 Years		5 Years
Commitments to extend credit	$	20,998,851	$	9,614,786	$	3,562,062	$	3,199,023	$	4,622,980	⁽¹⁾
Standby letters of credit		2,980,472		500,099		791,016		1,244,567		444,790
Loans sold with recourse		269,396		5,859		27,933		47,141		188,463
Forward buy commitments		762,499		662,508		99,991		—		—


Total commercial commitments	$	25,011,218	$	10,783,252	$	4,481,002	$	4,490,731	$	5,256,233


(1)		Of this amount, $4.0 billion represents the unused portion of home equity lines of credit.

For further information regarding Sovereign’s commitments, refer to Note 19 to the Notes to the Consolidated Financial Statements.

Asset and Liability Management

Interest rate risk arises primarily through Sovereign’s traditional business activities of extending loans and accepting deposits, as well as by incurring debt and purchasing investment securities. 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, Sovereign seeks to minimize the variability of net interest income across various likely scenarios, while at the same time maximize its net interest income and net interest margin. To achieve these objectives, corporate management works closely with each business line in the Company and guides new business flows. Sovereign also uses various other tools to manage interest rate risk, including wholesale funding maturity targeting, investment portfolio purchase strategies, asset securitization/sale, and financial derivatives.

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

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 may include up to 12 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 risk, and is used to develop proactive strategies to ensure Sovereign is not overly sensitive to the future direction of interest rates.

The table below discloses the estimated sensitivity to Sovereign’s net interest income based on interest rate changes and the anticipated balance sheet restructuring activities previously discussed:


	The following estimated percentage
If interest rates changed in parallel by the	increase/(decrease) to net interest
amounts below at December 31, 2007	income over the subsequent twelve months would result
Up 200 basis points		(9.51	)%
Up 100 basis points		(2.71	)%
Down 100 basis points		5.14	%
Down 200 basis points		7.64	%

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a bank’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time frame if it will mature or reprice within that period of time. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time frame and the amount of interest-bearing liabilities maturing or repricing within that same period of time. In a rising interest rate environment, an institution with a negative gap would generally be expected, absent the effects of other factors, to experience a greater increase in the cost of its interest-bearing liabilities than it would in the yield on its interest-earning assets, thus producing a decline in its net interest income. Conversely, in a declining rate environment, an institution with a negative gap would generally be expected to experience a lesser reduction in the yield on its interest-earning assets than it would in the cost of its interest-bearing liabilities, thus producing an increase in its net interest income.

As of December 31, 2007, the one year cumulative gap was (1.58)%, compared to (4.97)% at December 31, 2006. The impact our balance sheet restructuring that was completed in the first quarter of 2007 brought this ratio closer to 0%.

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. Management calculates a Net Portfolio Value (NPV), which is the market value of assets minus the market value of liabilities. The table below discloses the estimated sensitivity to Sovereign’s NPV ratio based on changes to interest rates.

The table below discloses the estimated sensitivity to Sovereign’s NPV ratio based on changes to interest rates at December 31, 2007.


If interest rates changed in parallel by the	Estimated NPV Ratio
amounts below at December 31, 2007	December 31, 2007
Base		9.60	%
Up 200 basis points		8.90	%
Up 100 basis points		9.30	%
Down 100 basis points		9.69	%
Down 200 basis points		9.39	%

Because the assumptions used are inherently uncertain, the model 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.

Pursuant to its interest rate risk management strategy, Sovereign enters into hedging transactions that involve interest rate exchange agreements (swaps, caps, and floors) 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.

Interest rate swaps are generally used 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 mortgage banking strategy, Sovereign originates fixed rate residential mortgages and multifamily loans. It sells a portion of this production to FHLMC, FNMA, and private investors. The loans are exchanged for cash or marketable fixed rate mortgage-backed securities that 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 loans in the mortgage pipeline that are originated for sale.

To accommodate customer needs, Sovereign enters into customer-related financial derivative transactions primarily consisting of interest rate swaps, caps, and floors and foreign exchange contracts. 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 trading 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.

Table 12 presents the amounts of interest-earning assets and interest-bearing liabilities that are assumed to mature or reprice during the periods indicated at December 31, 2007. Adjustable and floating rate loans and securities are included in the period in which interest rates are next scheduled to adjust rather than the period in which they mature (in thousands):

Table 12: Gap Analysis


	AT DECEMBER 31, 2007 REPRICING
	Year One			Year Two			Year Three			Year Four			Year Five			Thereafter			Total
Interest earning assets:
Investment securities⁽¹⁾⁽²⁾	$	4,864,021		$	473,913		$	541,468		$	597,493		$	740,060		$	8,019,259		$	15,236,214
Loans		28,452,856			7,005,159			5,636,906			4,066,244			2,888,826			9,729,788			57,779,779

Total interest earning assets	$	33,316,877		$	7,479,072		$	6,178,374		$	4,663,737		$	3,628,886		$	17,749,047		$	73,015,993

Non-interest earning assets		5,658,601			671,000			671,000			671,000			671,000			3,387,802			11,730,403

Total assets	$	38,975,478		$	8,150,072		$	6,849,374		$	5,334,737		$	4,299,886		$	21,136,849		$	84,746,396

Interest bearing liabilities:
Deposits	$	26,325,980		$	3,889,981		$	3,085,813		$	2,789,166		$	2,839,553		$	10,985,412		$	49,915,905
Borrowings		19,898,597			740,626			1,485,577			209,970			(286,906	)		4,078,218			26,126,082

Total interest bearing liabilities	$	46,224,577		$	4,630,607		$	4,571,390		$	2,999,136		$	2,552,647		$	15,063,630		$	76,041,987

Non-interest bearing liabilities		1,565,654			—			—			—			—			—			1,565,654
Minority Interest		—			—			—			—			—			146,430			146,430
Stockholders’ equity		—			—			—			—			—			6,992,325			6,992,325

Total liabilities and stockholders’ equity	$	47,790,231		$	4,630,607		$	4,571,390		$	2,999,136		$	2,552,647		$	22,202,385		$	84,746,396

Excess assets (liabilities) before effect of hedging transactions	$	(8,814,753	)	$	3,519,465		$	2,277,984		$	2,335,601		$	1,747,239		$	(1,065,536	)

To total assets		(10.40	)%		4.15	%		2.69	%		2.76	%		2.06	%		(1.26)	%
Cumulative excess assets (liabilities) before effect of hedging transactions	$	(8,814,753	)	$	(5,295,288	)	$	(3,017,304	)	$	(681,703	)	$	1,065,536		$	—

To total assets		(10.40	)%		(6.25	)%		(3.56	)%		(0.80)	%		1.26	%		0.00	%
Effect of hedging transactions on assets and liabilities	$	7,472,889		$	(3,103,803	)	$	(2,224,820	)	$	(1,489,860	)	$	(469,406	)	$	(185,000	)

Excess assets (liabilities) after effect of hedging transactions	$	(1,341,864	)	$	415,662		$	53,164		$	845,741		$	1,277,833		$	(1,250,536	)

To total assets		(1.58	)%		0.49	%		0.06	%		1.00	%		1.51	%		(1.48)	%
Cumulative excess assets (liabilities) after effect of hedging transactions	$	(1,341,864	)	$	(926,202	)	$	(873,038	)	$	(27,297	)	$	1,250,536			—

To total assets		(1.58	)%		(1.09	)%		(1.03	)%		(0.03)	%		1.48	%		0.00	%


(1)		Includes interest-earning deposits.

(2)		Investment securities include market rate payment and repayment assumptions.

Table 13 presents selected quarterly consolidated financial data (in thousands, except per share data):

Table 13: Selected Quarterly Consolidated Financial Data


	THREE MONTHS ENDED
	Dec. 31,			Sept. 30,			June 30,			Mar. 31,			Dec. 31,			Sept. 30,			June 30,			Mar. 31,
	2007			2007			2007			2007			2006			2006			2006			2006
Total interest income	$	1,139,340		$	1,150,142		$	1,139,435		$	1,227,339		$	1,254,002		$	1,240,851		$	992,018		$	839,533
Total interest expense		673,316			693,381			686,051			739,486			766,970			749,064			553,247			435,575


Net interest income		466,024			456,761			453,384			487,853			487,032			491,787			438,771			403,958
Provision for credit losses		148,192			162,500			51,000			46,000			365,961			45,000			44,500			29,000


Net interest income after provision for credit loss		317,832			294,261			402,384			441,853			121,071			446,787			394,271			374,958
(Loss)/gain on investment securities, net		(179,209	)		1,884			—			970			(36,089	)		29,154			(305,027	)		—
Total fees and other income		153,183			141,389			190,297			45,882			149,369			171,851			141,975			134,341
General and administrative and other expenses		1,971,969			385,654			416,049			446,766			489,401			427,163			362,195			324,771


Income before income taxes		(1,680,163	)		51,880			176,632			41,939			(255,050	)		220,629			(130,976	)		184,528
Income tax provision		(77,180	)		(6,330	)		29,180			(6,120	)		(125,610	)		36,620			(71,920	)		43,130


Net income	$	(1,602,983	)	$	58,210		$	147,452		$	48,059		$	(129,440	)	$	184,009		$	(59,056	)	$	141,398
Dividends on preferred stock		(3,650	)		(3,650	)		(3,650	)		(3,650	)		(3,650	)		(1,825	)		(2,433	)		—
Contingently convertible debt expense, net of tax		—			—			6,413			—			—			6,344			—			6,327

Net Income for EPS purposes	$	(1,606,633	)	$	54,560		$	150,215		$	44,409		$	(133,090	)	$	188,528		$	(61,489	)	$	147,725


Earnings per share:
Basic⁽¹⁾	$	(3.34	)	$	0.11		$	0.30		$	0.09		$	(0.28	)	$	0.39		$	(0.15	)	$	0.38

Diluted⁽¹⁾	$	(3.34	)	$	0.11		$	0.29		$	0.09		$	(0.28	)	$	0.37		$	(0.15	)	$	0.36


Market prices:
High	$	17.73		$	21.94		$	25.16		$	26.42		$	25.90		$	21.60		$	21.76		$	21.53
Low		10.08			16.58			21.14			24.07			21.27			20.07			20.19			19.57
Dividends declared per common share		0.080			0.080			0.080			0.080			0.080			0.080			0.080			0.060


(1)		Prior period earnings per share have been restated to reflect the 5% stock dividend paid to shareholders of record on June 15, 2006.

2007 Fourth Quarter Results

Sovereign reported a net loss for the fourth quarter of 2007 of $1.6 billion, or $(3.34) per diluted share, which was $1.7 billion or $3.45 per diluted share lower than the third quarter and $1.5 billion or $3.06 per diluted share lower than the fourth quarter 2006 reported amount of $(129.4) million, or $(0.28) per diluted share. Several items contributed to the earnings decline quarter to quarter. The decrease was primarily due to the previously discussed $1.58 billion non-deductible goodwill impairment charge and an other-than-temporary impairment charge of $180.5 million on FNMA/FHLMC preferred stock. The returns on average equity and average assets were (72.92)% and (7.74)%, respectively, for the fourth quarter of 2007, compared to 2.63% and 0.28%, respectively, for the third quarter of 2007, and (5.82)% and (0.57)%, respectively, for the fourth quarter of 2006. The decline in year-over-year fourth quarter net income was driven primarily by the previously mentioned charges.

Net interest margin for the fourth quarter of 2007 was 2.77%, compared to 2.74% from the third quarter of 2007, and 2.60% in the fourth quarter of 2006. The increase in margin in the fourth quarter of 2007 compared to the prior year was due to the impact of our balance sheet restructuring. Our 2008 net interest margin will continue to be influenced by the interest rate yield environment and our ability to originate high quality loans and organically grow low cost deposits.

General and administrative expenses for the fourth quarter of 2007 were $337.6 million, compared to $341.6 million in the third quarter and $354.9 million in the fourth quarter of 2006. The primary reason for the decrease quarter over quarter is a partial reversal of incentive compensation accruals as a result of not achieving retail and corporate payout targets, partially offset by higher deposit insurance premiums and legal expense. Fourth quarter results included legal expenses of $7.8 million associated with our membership share allocation of the Visa settlements with AMEX as well as exposures with Discover. We anticipate a gain in excess of this amount when VISA completes its planned IPO in 2008. The decrease in year-over-year fourth quarter general and administrative expenses was largely driven by the expense savings initiative.

The effective income tax rate for the fourth quarter of 2007 was (4.6)% compared to (12.2)%, in the third quarter of 2007 and (49.2)% in the fourth quarter of 2006. The effective tax rate for the fourth quarter of 2006 was benefited by the previously discussed charges.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 in the Consolidated Financial Statements for a discussion on this topic.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Incorporated by reference from Part II, Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Asset and Liability Management” hereof.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


Index to Financial Statements and Supplementary Data	Page
Report of Management		53
Reports of Independent Registered Public Accounting Firm		54-55
Consolidated Balance Sheet		56
Consolidated Statements of Operations		57
Consolidated Statements of Stockholders’ Equity		58-59
Consolidated Statements of Cash Flow		60-61
Notes to Consolidated Financial Statements		62-110

Report of Management’s Assessment of
Internal Control Over Financial Reporting

Sovereign Bancorp, Inc. (“Sovereign”) is responsible for the preparation, integrity, and fair presentation of its published financial statements as of December 31, 2007, and the year then ended. The consolidated financial statements and notes included in this annual report have been prepared in accordance with United States generally accepted accounting principles and, as such, include some amounts that are based on management’s best judgments and estimates.

Management is responsible for establishing and maintaining effective internal control over financial reporting. The system of internal control over financial reporting, as it relates to the financial statements, is evaluated for effectiveness by management and tested for reliability through a program of internal audits and management testing and review. Actions are taken to correct potential deficiencies as they are identified. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

Management assessed the Corporation’s system of internal control over financial reporting as of December 31, 2007, in relation to criteria for effective internal control over financial reporting as described in “Internal Control — Integrated Framework”, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2007, its system of internal control over financial reporting is effective and meets the criteria of the “Internal Control — Integrated Framework”. Ernst & Young LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of internal control over financial reporting.


/s/ Joseph P. Campanelli		/s/ Mark R. McCollom

Joseph P. Campanelli		Mark R. McCollom
President and		Chief Financial Officer and
Chief Executive Officer		Executive Vice President

/s/ Larry K. Davis		/s/ Thomas D. Cestare

Larry K. Davis		Thomas D. Cestare
Corporate Controller		Chief Accounting Officer and
and Senior Vice President		Executive Vice President

February 29, 2008

Report of Independent Registered Public Accounting Firm

THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
SOVEREIGN BANCORP, INC.

We have audited the accompanying consolidated balance sheets of Sovereign Bancorp, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of Sovereign Bancorp Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Sovereign Bancorp, Inc. at December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sovereign Bancorp Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2008 expressed an unqualified opinion thereon.



		/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 29, 2008

Report of Independent Registered Public Accounting Firm

THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
SOVEREIGN BANCORP, INC.

We have audited Sovereign Bancorp Inc.’s internal control over financial reporting as of December 31, 2007 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Sovereign Bancorp Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management’s Assessment of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Sovereign Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Sovereign Bancorp, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007 and our report dated February 29, 2008 expressed an unqualified opinion thereon.



		/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 29, 2008

Consolidated Balance Sheets


	AT DECEMBER 31,
(IN THOUSANDS, EXCEPT SHARE DATA)	2007			2006
Assets
Cash and amounts due from depository institutions	$	3,130,770		$	1,804,117
Investment securities available for sale		13,941,847			13,874,628
Other investments		1,200,545			1,003,012
Loans held for investment		57,232,019			54,976,675
Allowance for loan losses		(709,444	)		(471,030	)


Net loans held for investment		56,522,575			54,505,645


Loans held for sale		547,760			7,611,921
Premises and equipment		562,332			605,707
Accrued interest receivable		350,534			422,901
Goodwill		3,426,246			5,005,185
Core deposit and other intangibles, net of accumulated amortization of $754,935 in 2007 and $629,218 in 2006		372,116			498,420
Bank owned life insurance		1,794,099			1,725,222
Other assets		2,897,572			2,585,091


Total Assets	$	84,746,396		$	89,641,849


Liabilities
Deposits and other customer accounts	$	49,915,905		$	52,384,554
Borrowings and other debt obligations		26,126,082			26,849,717
Advance payments by borrowers for taxes and insurance		83,091			98,041
Other liabilities		1,482,563			1,508,753


Total Liabilities		77,607,641			80,841,065


Minority interest-preferred securities of subsidiaries		146,430			156,385


Stockholders’ Equity
Preferred stock; no par value; $50 liquidation preference; 7,500,000 shares authorized; 8,000 shares outstanding in 2007 and 8,000 shares issued and outstanding in 2006		195,445			195,445
Common stock; no par value; 800,000,000 shares authorized; 482,773,610 issued in 2007 and 479,228,330 issued in 2006		6,295,572			6,183,281
Warrants and employee stock options issued		348,365			343,391
Unallocated common stock held by the Employee Stock Ownership Plan (0 shares in 2007 and 2,760,133 shares in 2006, at cost)		—			(19,019	)
Treasury stock (1,369,453 shares in 2007 and 2,713,086 shares in 2006, at cost)		(19,853	)		(49,028	)
Accumulated other comprehensive loss		(326,133	)		(24,746	)
Retained earnings		498,929			2,015,075


Total Stockholders’ Equity		6,992,325			8,644,399


Total Liabilities and Stockholders’ Equity	$	84,746,396		$	89,641,849

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Operations


	FOR THE YEAR ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE DATA)	2007			2006			2005
Interest Income:
Interest-earning deposits	$	19,112		$	16,752		$	8,756
Investment securities:
Available for sale		721,015			602,575			359,692
Held to maturity		—			104,026			189,059
Other		51,645			51,414			18,058
Interest on loans		3,864,484			3,551,637			2,387,022


Total interest income		4,656,256			4,326,404			2,962,587


Interest Expense:
Deposits and other customer accounts		1,627,315			1,372,197			624,590
Borrowings and other debt obligations		1,164,919			1,132,659			705,908


Total interest expense		2,792,234			2,504,856			1,330,498


Net interest income		1,864,022			1,821,548			1,632,089
Provision for credit losses		407,692			484,461			90,000


Net interest income after provision for credit losses		1,456,330			1,337,087			1,542,089


Non-interest Income:
Consumer banking fees		295,815			275,952			256,617
Commercial banking fees		202,304			179,060			149,274
Mortgage banking revenue		(67,792	)		24,239			88,117
Capital markets revenue		(19,266	)		17,569			17,821
Bank-owned life insurance		85,855			67,039			47,285
Miscellaneous income		33,835			33,677			31,837


Total fees and other income		530,751			597,536			590,951
Net (loss)/gain on investment securities		(176,355	)		(311,962	)		11,713


Total non-interest income		354,396			285,574			602,664


General and administrative expenses:
Compensation and benefits		673,528			652,703			538,912
Occupancy and equipment		308,698			290,163			246,993
Technology expense		96,265			95,488			84,185
Outside services		67,509			69,195			60,989
Marketing expense		56,101			55,053			52,362
Other administrative		143,737			127,387			105,763


Total general and administrative expenses		1,345,838			1,289,989			1,089,204


Other Expenses:
Amortization of intangibles		126,717			109,838			73,821
Goodwill impairment		1,576,776			—			—
Minority interest expense and equity method investments		67,263			56,891			66,868
Loss on economic hedges		—			11,387			—
Merger related and integration charges, net		2,242			42,420			12,744
Employee severance charges, loss on debt extinguishment and other restructuring costs		61,999			78,668			4,169
ESOP expense related to freezing of plan		40,119			—			—
Proxy and related professional fees		(516	)		14,337			5,827


Total other expenses		1,874,600			313,541			163,429


Income before income taxes		(1,409,712	)		19,131			892,120
Income tax (benefit)/provision		(60,450	)		(117,780	)		215,960


NET INCOME	$	(1,349,262	)	$	136,911		$	676,160


Earnings per share:
Basic	$	(2.85	)	$	0.30		$	1.77
Diluted	$	(2.85	)	$	0.30		$	1.69
Dividends Declared Per Common Share	$	.32		$	.30		$	.17

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Stockholders’ Equity


	Common							Warrants			Unallocated
	Shares			Preferred		Common		and Stock			Stock Held by
(IN THOUSANDS)	Outstanding			Stock		Stock		Options			ESOP
Balance, January 1, 2005		345,775		$	—	$	2,949,870	$	317,842		$	(23,707	)
Comprehensive income:
Net income		—			—		—		—			—
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			—		—		—			—
Cash flow hedge derivative financial instruments		—			—		—		—			—
Total comprehensive income		—			—		—		—			—
Stock and stock options issued in connection with business acquisitions		29,813			—		645,940		35,636			—
Stock issued in connection with employee benefit and incentive compensation plans		3,758			—		61,733		(20,748	)		2,311
Employee stock options issued		—			—		—		4,616			—
Dividends paid on common stock		—			—		—		—			—
Stock repurchased		(21,328	)		—		—		—			—


Balance, December 31, 2005		358,018		$	—	$	3,657,543	$	337,346		$	(21,396	)

Comprehensive income:
Net income		—			—		—		—			—
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			—		—		—			—
Cash flow hedge derivative financial instruments		—			—		—		—			—
Total comprehensive income		—			—		—		—			—
Adjustment to initially apply SFAS 158, net of tax		—			—		—		—			—
Total		—			—		—		—			—
Issuance of common stock		90,182			—		2,031,857		—			—
Issuance of preferred stock		—			195,445		—		—			—
Stock issued in connection with employee benefit and incentive compensation plans		3,197			—		19,319		(3,923	)		2,377
Employee stock options issued		—			—		—		9,968			—
Stock dividend		22,607			—		474,562		—			—
Dividends paid on common stock		—			—		—		—			—
Dividends paid on preferred stock		—			—		—		—			—
Stock repurchased		(249	)		—		—		—			—


Balance, December 31, 2006		473,755		$	195,445	$	6,183,281	$	343,391		$	(19,019	)

Comprehensive loss:
Net loss		—			—		—		—			—
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			—		—		—			—
Pension liabilities
Cash flow hedge derivative financial instruments		—			—		—		—			—
Total comprehensive loss		—			—		—		—			—
Cumulative transition adjustment related to the adoption of FIN 48		—			—		—		—			—
Issuance of common stock		980			—		21,885		—			—
Stock issued in connection with employee benefit and incentive compensation plans		5,874			—		71,426		(1,614	)		11,425
Employee stock options issued		—			—		—		6,588			—
ESOP shares sold in conjunction with plan termination		1,102			—		18,980		—			7,594
Dividends paid on common stock		—			—		—		—			—
Dividends paid on preferred stock		—			—		—		—			—
Stock repurchased		(307	)		—		—		—			—


Balance, December 31, 2007		481,404		$	195,445	$	6,295,572	$	348,365		$	—

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Stockholders’ Equity (continued)


				Accumulated
				Other						Total
	Treasury			Comprehensive			Retained			Stockholders’
	Stock			Income/(Loss)			Earnings			Equity

Balance, January 1, 2005	$	(19,136	)	$	(108,092	)	$	1,871,595		$	4,988,372

Comprehensive income:
Net income		—			—			676,160			676,160
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			(86,861	)		—			(86,861	)
Cash flow hedge derivative financial instruments		—			24,155			—			24,155

Total comprehensive income		—			—			—			613,454
Stock and stock options issued in connection with business acquisitions		—			—			—			681,576
Stock issued in connection with employee benefit and incentive compensation plans		23,114			—			—			66,410
Employee stock option issued		—			—			—			4,616
Dividends paid on common stock		—			—			(61,017	)		(61,017	)
Stock repurchased		(482,712	)		—			—			(482,712	)


Balance, December 31, 2005	$	(478,734	)	$	(170,798	)	$	2,486,738		$	5,810,699

Comprehensive income:
Net income		—			—			136,911			136,911
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			169,518			—			169,518
Cash flow hedge derivative financial instruments		—			(17,355	)		—			(17,355	)

Total comprehensive income		—			—			—			289,074
Adjustment to initially apply SFAS 158, net of tax		—			(6,111	)		—			(6,111	)

Total		—			—			—			282,963
Issuance of common stock		389,956			—			—			2,421,813
Issuance of preferred stock		—			—			—			195,445
Stock issued in connection with employee benefit and incentive compensation plans		45,038			—			—			62,811
Employee stock option issued		—			—			—			9,968
Stock dividend		—			—			(474,562	)		—
Dividends paid on common stock		—			—			(126,104	)		(126,104	)
Dividends paid on preferred stock		—			—			(7,908	)		(7,908	)
Stock repurchased		(5,288	)		—			—			(5,288	)


Balance, December 31, 2006	$	(49,028	)	$	(24,746	)	$	2,015,075		$	8,644,399

Comprehensive loss:
Net loss		—			—			(1,349,262	)		(1,349,262	)
Change in unrealized gain/(loss), net of tax:
Investments available for sale		—			(191,795	)		—			(191,795	)
Pension liabilities					1,908						1,908
Cash flow hedge derivative financial instruments		—			(111,500	)		—			(111,500	)

Total comprehensive loss		—			—			—			(1,650,649	)
Cumulative transition adjustment related to the adoption of FIN 48		—			—			952			952
Issuance of common stock		—			—			—			21,885
Stock issued in connection with employee benefit and incentive compensation plans		36,743			—			—			117,980
Employee stock option issued		—			—			—			6,588
ESOP shares sold in conjunction with plan termination		—			—			—			26,574
Dividends paid on common stock		—			—			(153,236	)		(153,236	)
Dividends paid on preferred stock		—			—			(14,600	)		(14,600	)
Stock repurchased		(7,568	)		—			—			(7,568	)


Balance, December 31, 2007	$	(19,853	)	$	(326,133	)	$	498,929		$	6,992,325

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Cash Flow


	FOR THE YEAR ENDED DECEMBER 31,
(IN THOUSANDS)	2007			2006			2005
Cash Flows From Operating Activities:
Net (loss)/ income	$	(1,349,262	)	$	136,911		$	676,160
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses		407,692			484,461			90,000
Deferred taxes		(171,565	)		(226,432	)		69,013
Depreciation and amortization		266,715			220,959			167,262
Impairment on goodwill		1,576,776			—			—
Net amortization/accretion of investment securities and loan premiums and discounts		48,019			126,417			127,880
Net (gain)/loss on the sale of loans		(16,178	)		(30,078	)		(98,797	)
Net (gain)/loss on investment securities		176,355			311,962			(11,713	)
Net loss on real estate owned and premises and equipment		6,132			2,049			367
Loss on debt extinguishments		14,714			—			187
Loss on economic hedges		—			11,387			—
Stock based compensation		28,011			35,475			30,404
Allocation of Employee Stock Ownership Plan		40,119			2,377			2,311
Origination and purchase of loans held for sale, net of repayments		(5,113,911	)		(2,980,514	)		(1,602,710	)
Proceeds from the sale of loans held for sale		4,966,782			3,421,425			1,438,972
Net change in:
Accrued interest receivable		72,367			(57,765	)		(60,288	)
Other assets and bank owned life insurance		(286,585	)		(585,389	)		(64,015	)
Other liabilities		(34,712	)		114,240			310,744


Net cash provided by operating activities		631,469			987,485			1,075,777


Cash Flows From Investing Activities:
Proceeds from sales investment securities:
Available for sale		669,053			12,052,450			1,601,754
Held to maturity		—			1,774,475			—
Proceeds from repayments and maturities of investment securities:
Available for sale		4,203,214			1,847,294			2,412,834
Held to maturity		—			186,845			580,928
Net change in other investments		(197,533	)		(351,713	)		(74,119	)
Net change in securities available for sale		(1,800,620	)		371,695			(334,717	)
Purchases of investment securities:
Available for sale		(3,593,836	)		(14,591,166	)		(3,576,405	)
Held to maturity		—			(557,704	)		(1,306,087	)
Proceeds from sales of loans		9,461,279			4,848,438			7,470,127
Purchase of loans		(290,720	)		(6,828,628	)		(6,070,671	)
Net change in loans other than purchases and sales		(4,384,354	)		(4,616,040	)		(5,886,247	)
Proceeds from sales of premises and equipment and real estate owned		47,691			21,155			23,577
Purchases of premises and equipment		(70,254	)		(115,162	)		(98,193	)
Net cash (paid) received from business combinations		—			(2,713,208	)		280,210


Net cash provided by/(used in) investing activities		4,043,920			(8,671,269	)		(4,977,009	)


Cash Flows From Financing Activities:
Net change in deposits and other customer accounts		(2,478,869	)		3,368,642			2,541,527
Net increase in borrowings and other debt obligations		1,024,006			2,271,801			1,364,210
Proceeds from senior credit facility and senior notes, net of issuance costs		580,000			875,000			797,805
Repayments of borrowings and other debt obligations		(2,347,090	)		(550,000	)		(350,000	)
Net increase (decrease) in advance payments by borrowers for taxes and insurance		(14,950	)		(60,532	)		16,553
Maturity of minority interest		(11,822	)		(54,000	)		—
Proceeds from issuance of preferred stock, net of issuance costs		—			195,445			—
Proceeds from issuance of common stock, net of issuance costs		35,627			2,043,009			33,383
Sale of unallocated ESOP shares		26,574			—			—
Treasury stock repurchases, net of proceeds		5,624			400,612			(470,215	)
Cash dividends paid to preferred stockholders		(14,600	)		(7,908	)		—
Cash dividends paid to common stockholders		(153,236	)		(126,104	)		(61,017	)


Net cash (used in)/provided by financing activities		(3,348,736	)		8,355,965			3,872,246


Net change in cash and cash equivalents		1,326,653			672,181			(28,986	)
Cash and cash equivalents at beginning of year		1,804,117			1,131,936			1,160,922


Cash and cash equivalents at end of year	$	3,130,770		$	1,804,117		$	1,131,936

See accompanying notes to the consolidated financial statements.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies

Sovereign Bancorp, Inc. and subsidiaries (“Sovereign” or “the Company”) is a Pennsylvania business corporation and is the holding company of Sovereign Bank (“Sovereign Bank” or “the Bank”). Sovereign is headquartered in Philadelphia, Pennsylvania and Sovereign Bank is headquartered in Wyomissing, Pennsylvania. Sovereign’s primary business consists of attracting deposits from its network of community banking offices, located throughout eastern Pennsylvania, New Jersey, New York, New Hampshire, Massachusetts, Connecticut, Rhode Island and Maryland, and originating commercial, consumer and residential mortgage loans in those communities. Additionally, Sovereign originated indirect automotive loans in the Southeastern and Southwestern parts of the United States. However, effective January 31, 2008, Sovereign ceased originating loans from these markets.

The following is a description of the significant accounting policies of Sovereign. Such accounting policies are in accordance with United States generally accepted accounting principles.

a. Principles of Consolidation — The accompanying financial statements include the accounts of the parent company, Sovereign Bancorp, Inc., and its subsidiaries, including the following wholly-owned subsidiaries: Sovereign Bank, Independence Community Bank Corp. and Sovereign Delaware Investment Corporation. All intercompany balances and transactions have been eliminated in consolidation.

b. Use of Estimates — The preparation of financial statements in conformity with United States 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.

c. Per Share Information — 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 is calculated using the treasury stock method, the dilutive effect of our warrants issued in connection with our contingently convertible debt issuance is calculated under the if-converted method. The Company’s average weighted shares outstanding used in the computation of earnings per share were restated after giving retroactive effect to a 5% stock dividend to shareholders of record on June 15, 2006.

d. Revenue Recognition — Non-interest income includes fees from deposit accounts, loan commitments, standby letters of credit and financial guarantees, interchange income, mortgage servicing (net of amortization and write-downs of servicing rights), underwriting gains or losses from capital markets investment and derivative trading activities and other financial service-related products. These fees are generally recognized over the period that the related service is provided. Also included in non-interest income is gains or losses on sales of investment securities and loans. Gains or losses on sales of investment securities are recognized on the trade date, while gains on sales of loans are recognized when the sale is complete. Gains or losses on the sales of mortgage, multifamily and home equity loans are included within mortgage banking revenues. Income from bank-owned life insurance represents increases in the cash surrender value of the policies, as well as insurance proceeds.

e. Investment Securities and Other Investments — Investment securities that the Company has the intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Securities expected to be held for an indefinite period of time are classified as available for sale and are carried at fair value with temporary unrealized gains and losses reported as a component of accumulated other comprehensive income within stockholders’ equity, net of estimated income taxes. Gains or losses on the sales of securities are recognized at the trade date utilizing the specific identification method. In determining if and when a decline in market value below amortized cost is other-than-temporary for its investments in marketable equity securities and debt instruments, Sovereign considers the duration and severity of the unrealized loss, the financial condition and near term prospects of the issuers, and Sovereign’s intent and ability to hold the investments to allow for a recovery in market value in a reasonable period of time. When such a decline in value is deemed to be other-than-temporary, the Company recognizes an impairment loss in the current period operating results to the extent of the decline.

Other investments include $0.9 billion and $1.0 billion at December 31, 2007 and 2006, respectively, of Sovereign’s investment in the stock of the Federal Home Loan Bank (FHLB) of Boston, New York and Pittsburgh. Although FHLB stock is an equity interest in a FHLB, it does not have a readily determinable fair value for purposes of FASB Statement No. 115, because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLBs or to another member institution. Sovereign evaluates this investment for impairment under the provisions of AICPA Statement of Position 01-6 “Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others” and bases our impairment evaluation on the ultimate recoverability of the par value rather than by recognizing temporary declines in value. Sovereign concluded that these investments were not impaired at December 31, 2007 or December 31, 2006.

f. Loans Held for Sale — Loans held for sale are recorded at the lower of cost or estimated fair value on an aggregate basis at the time a decision is made to sell the loan with any decline in value attributable to credit deterioration below its carrying amount charged to the allowance for loan losses. Any declines in value attributable to interest rates below its carrying amount are recorded as reductions to non-interest income and typically is recorded within mortgage banking revenues as the majority of our loans held for sale are residential and home equity loans. Any subsequent decline in the estimated fair value of loans held for sale is included as a reduction of non-interest income in the consolidated statements of operations.

g. Mortgage Servicing Rights — Sovereign sells mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale, a mortgage servicing right (MSR) asset is established, which represents the then current fair value of future net cash flows expected to be realized for performing the servicing activities. MSRs are carried at the lower of the initial capitalized amount, net of accumulated amortization, or fair value. The carrying values of MSRs are amortized in proportion to, and over the period of, estimated net servicing income.

Mortgage servicing rights are evaluated for impairment in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” For purposes of determining impairment, the mortgage servicing rights are stratified by certain risk characteristics and underlying loan strata that include, but are not limited to, interest rate bands, and further into residential real estate 30-year and 15-year fixed rate mortgage loans, adjustable rate mortgage loans and balloon loans. A valuation reserve is recorded in the period in which the impairment occurs through a charge to income equal to the amount by which the carrying value of the strata exceeds the fair value. If it is later determined that all or a portion of the temporary impairment no longer exists for a particular strata, the valuation allowance is reduced with an offsetting credit to income.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies (Continued)

Mortgage servicing rights are also reviewed for permanent impairment. Permanent impairment exists when the recoverability of a recorded valuation allowance is determined to be remote taking into consideration historical and projected interest rates and loan pay-off activity. When this situation occurs, the unrecoverable portion of the valuation reserve is applied as a direct write-down to the carrying value of the mortgage servicing right. Unlike a valuation allowance, a direct write-down permanently reduces the carrying value of the mortgage servicing asset and the valuation allowance, precluding subsequent recoveries. See Note 8 for additional discussion.

h. Allowance for Loan Losses and Reserve for Unfunded Lending Commitments — The allowance for loan losses and reserve for unfunded lending commitments collectively “the allowance for credit losses” are maintained at levels that management considers adequate to provide for losses based upon an evaluation of known and inherent risks in the loan portfolio. Management’s evaluation takes into consideration the risks inherent in the loan portfolio, past loan loss experience, specific loans with loss potential, geographic and industry concentrations, delinquency trends, economic conditions, the level of originations and other relevant factors. While management uses the best information available to make such evaluations, future adjustments to the allowance for credit losses may be necessary if conditions differ substantially from the assumptions used in making the evaluations.

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

The class allowance element is determined by an internal loan grading process in conjunction with associated allowance factors. These class allowance factors are evaluated at least quarterly and are based primarily on actual historical loss experience and an analysis of product mix, risk composition of the portfolio, underwriting trends and growth projections, collateral coverage and bankruptcy experiences, economic conditions, historical and expected delinquency and anticipated loss rates for each group of loans. While this analysis is conducted at least quarterly, 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.

In addition to the allowance for loan losses, we also estimate probable losses related to unfunded lending commitments. Unfunded lending commitments are subject to individual reviews, and are analyzed and segregated by risk according to the Corporation’s internal risk rating scale. These risk classifications, in conjunction with an analysis of historical loss experience, current economic conditions and performance trends within specific portfolio segments, and any other pertinent information result in the estimation of the reserve for unfunded lending commitments. Additions to the reserve for unfunded lending commitments are made by charges to the provision for credit losses and this reserve is classified within other liabilities on Sovereign’s Consolidated Balance Sheet.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies (Continued)

i. Loans — Loans are reported net of loan origination fees, direct origination costs and discounts and premiums associated with purchased loans and unearned income. Interest on loans is credited to income as it is earned. Loan origination fees and certain direct loan origination costs are deferred and recognized as adjustments to interest income in the consolidated statement of operations over the contractual life of the loan utilizing the effective interest rate method. Premiums and discounts associated with purchased loans are deferred and amortized as adjustments to interest income utilizing the effective interest rate method using estimated prepayment speeds, which are updated on a quarterly basis. Interest income is not recognized on loans when the loan payment is 90 days or more delinquent for commercial loans and 120 days or more delinquent for consumer loans (except consumer loans secured by real estate with loan to values less than 50%) or sooner if management believes the loan has become impaired.

A non-accrual loan is a loan in which it is probable that scheduled payments of principal and interest will not be received when due according to the contractual terms of the loan agreement. When a loan is placed on non-accrual status, all accrued yet uncollected interest is reversed from income. Payments received on non-accrual loans are generally applied to the outstanding principal balance. In order for a non-accrual loan to revert to accruing status, all delinquent interest must be paid and Sovereign must approve a repayment plan.

Consumer loans and any portion of a consumer loan secured by real estate mortgage loans not adequately secured are generally charged-off when deemed to be uncollectible or delinquent 180 days or more (120 days for closed-end consumer loans not secured by real estate), whichever comes first, unless it can be clearly demonstrated that repayment will occur regardless of the delinquency status. Examples that would demonstrate repayment include; a loan that is secured by collateral and is in the process of collection; a loan supported by a valid guarantee or insurance; or a loan supported by a valid claim against a solvent estate. Charge-offs of commercial loans are made on the basis of management’s ongoing evaluation of non-performing loans.

As set forth by the provisions of SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosure,” Sovereign defines impaired loans as non-accrual, non-homogeneous loans and certain other loans that are still accruing, that management has specifically identified as being impaired.

j. Premises and Equipment — Premises and equipment are carried at cost, less accumulated depreciation. Depreciation is calculated utilizing the straight-line method. Estimated useful lives are as follows:


Office buildings		10 to 30 years
Leasehold improvements		Remaining lease term
Furniture, fixtures and equipment		3 to 10 years
Automobiles		5 years

Expenditures for maintenance and repairs are charged to expense as incurred.

k. Other Real Estate Owned — Other real estate owned (“OREO”) consists of properties acquired by, or in lieu of, foreclosure in partial or total satisfaction of non-performing loans. OREO obtained in satisfaction of a loan is recorded at the lower of cost or estimated fair value minus estimated costs to sell based upon the property’s appraisal value at the date of transfer. The excess of the carrying value of the loan over the fair value of the property minus estimated costs to sell are charged to the allowance for loan losses. Any decline in the estimated fair value of OREO that occurs after the initial transfer from the loan portfolio and costs of holding the property are recorded as operating expenses, except for significant property improvements that are capitalized to the extent that carrying value does not exceed estimated fair value. OREO is classified within other assets on the consolidated balance sheet and totaled $56.8 million and $26.8 million at December 31, 2007 and December 31, 2006, respectively.

l. Bank Owned Life Insurance - Bank owned life insurance (“BOLI”) represents the cash surrender value for life insurance policies for certain employees who have provided positive consent allowing the Bank to be the beneficiary of such policies. Increases in the net cash surrender value of the policies, as well as insurance proceeds received, are recorded in non-interest income, and are not subject to income taxes.

m. Income Taxes — The Company accounts for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes”. Under this pronouncement, deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. See Note 18 for detail on the Company’s income taxes.

Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. Sovereign reviews its tax balances quarterly and as new information becomes available, the balances are adjusted, as appropriate. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Internal Revenue Service (the “IRS”) is currently examining the Company’s federal income tax returns for the years 2002 through 2005. The Company anticipates that the IRS will complete this review in 2008. Included in this examination cycle are two separate financing transactions with an international bank, totaling $1.2 billion which are discussed in Note 12. As a result of these transactions, Sovereign was subject to foreign taxes of $154.0 million during the years 2003 through 2005 and claimed a corresponding foreign tax credit for foreign taxes paid during those years. In 2006 and 2007, Sovereign accrued an additional $87.6 million and $22.9 million of foreign taxes from this financing transaction and claimed a corresponding foreign tax credit. It is possible that the IRS may challenge the Company’s ability to claim these foreign tax credits and could disallow the credits and assess interest and penalties related for this transaction. Sovereign believes that it is entitled to claim these foreign tax credits and also believes that its recorded tax reserves for this position of $56.9 million adequately provides for any liabilities to the IRS related to foreign tax credits and other tax assessments. However, the completion of the IRS review and their conclusion on Sovereign’s tax positions included in the tax returns for 2002 through 2005 could result in an adjustment to the tax balances and reserves that have been recorded and may materially affect Sovereign’s income tax provision in future periods.

Notes to Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies (Continued)

n. Derivative Instruments and Hedging Activity — Sovereign enters into certain derivative transactions principally to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on expected future cash flows. The Company recognizes the fair value of the contracts when the characteristics of those contracts meet the definition of a derivative.

Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities”. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. The Company formally documents the relationships of certain qualifying hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking each hedge transaction.

Fair value hedges are accounted for by recording the change in the fair value of the derivative instrument and the related hedged asset, liability or firm commitment on the balance sheet with the corresponding income or expense recorded in the consolidated statement of operations. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as an other asset or other liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense associated with the hedged asset or liability.

Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as an asset or liability, with a corresponding charge or credit, net of tax, recorded in accumulated other comprehensive income within stockholders’ equity, in the accompanying consolidated balance sheet. Amounts are reclassified from accumulated other comprehensive income to the statement of operations in the period or periods the hedged transaction affects earnings. In the case where certain cash flow hedging relationships have been terminated, the Company continues to defer the net gain or loss in accumulated other comprehensive income and reclassifies it into interest expense as the future cash flows occur, unless it becomes probable that the future cash flows will not occur. See Note 21 for further discussion.

The Company, through its precious metals financing business, enters into gold bullion and other precious metals financing arrangements with customers for use in the customer’s operations. The customer is required to settle the arrangement at all times either in the metal received or in the fair value of the metal at the time of settlement. We have recorded the fair value of the customer settlement arrangement as a precious metals customer forward settlement arrangement in our statement of financial condition. The company economically hedges its customer forward settlement arrangements with forward sale agreements to mitigate the impact of the changes in the fair value of the precious metals in which it transacts with customers. Changes in fair value of precious metals forward sale agreements are reflected in commercial banking fees.

The portion of gains and losses on derivative instruments not considered highly effective in hedging the change in fair value or expected cash flows of the hedged item, or derivatives not designated in hedging relationships, are recognized immediately in the statement of operations.

o. Forward Exchange — Sovereign enters into forward exchange contracts to provide for the needs of its customers. Forward exchange contracts are recorded at fair value based on current exchange rates. All gains or losses on forward exchange contracts are included in capital markets revenue.

p. Consolidated Statement of Cash Flows — For purposes of reporting cash flows, cash and cash equivalents include cash and amounts due from depository institutions, interest-earning deposits and securities purchased under resale agreements with an original maturity of three months or less.

q. Goodwill and Core Deposit Intangibles — Goodwill is the excess of the purchase price over the fair value of the tangible and identifiable intangible assets and liabilities of companies acquired through business combinations accounted for under the purchase method. Core deposit intangibles are a measure of the value of checking, savings and other-low cost deposits acquired in business combinations accounted for under the purchase method. Core deposit intangibles are amortized over the estimated useful lives of the existing deposit relationships acquired, but not exceeding 10 years. The Company evaluates its identifiable intangibles for impairment when an indicator of impairment exists, but not less than annually. Separable intangible assets that are not deemed to have an indefinite life continue to be amortized over their useful lives.

Sovereign follows the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” and performs an annual impairment test of goodwill. We perform our annual goodwill impairment test in the fourth quarter and whenever events occur or circumstances change that indicate the fair value of a reporting unit may be below its carrying value. Goodwill is reviewed for impairment utilizing a two-step process. The first step requires Sovereign to identify the reporting units and compare the fair value of each reporting unit, which we compute using a discounted net income approach, a transaction market approach and a guideline company approach, to the respective carrying amount, including goodwill. If the carrying value is higher than the fair value, there is an indication that an impairment may exist and a second step must be performed. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit’s goodwill, the difference is recognized as an impairment loss. In 2007, Sovereign concluded that the Shared Services Consumer and Metro New York segments were impaired. An impairment charge of $1.58 billion was recorded as an expense in the statement of operations in 2007. See Note 4 for additional discussion.

Notes to Consolidated Financial Statements

Note 1 – Summary of Significant Accounting Policies (Continued)

r. Asset Securitizations – Sovereign has securitized multifamily and commercial real estate loans, mortgage loans, home equity and other consumer loans, as well as automotive floor plan receivables that it originated and/or purchased from certain other financial institutions. After receivables or loans are securitized, the Company continues to maintain account relationships with its customers. Sovereign may provide administrative, liquidity facilities and/or other services to the resulting securitization entities, and may continue to service the financial assets sold to the securitization entity.

If the securitization transaction meets the accounting requirements for deconsolidation and sale treatment under SFAS No. 140, the securitized receivables or loans are removed from the balance sheet and a net gain or loss is recognized in income at the time of initial sale and each subsequent sale. Net gains or losses resulting from securitizations are recorded in non-interest income.

Retained interests in the subordinated tranches and interest-only strips are recorded at their estimated fair value and included in the available for sale securities portfolio. Any decline in the estimated fair value below the carrying amount that is determined to be other-than-temporary is charged to earnings in the statement of operations. The Company uses assumptions and estimates in determining the fair value allocated to the retained interests at the time of sale and each subsequent accounting period in accordance with SFAS No. 140. These assumptions and estimates include projections concerning rates charged to customers, the expected life of the receivables, credit loss experience, loan repayment rates, the cost of funds, and discount rates commensurate with the risks involved. On a quarterly basis, management reviews the historical performance of each retained interest and the assumptions used to project future cash flows. Refer to Note 22 for further analysis of the assumptions used in the determination of fair value.

s. Marketing expense – Marketing costs are expensed as incurred.

t. Stock Based Compensation – Sovereign adopted the expense recognition provisions of SFAS No. 123, “Accounting for Stock Based Compensation,” for stock based employee compensation awards issued on or after January 1, 2002. Sovereign accounted 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 option grants using a Black-Scholes option pricing model and, for options issued subsequent to January 1, 2002, expenses this value over the vesting periods as required in SFAS No. 123. Reductions in compensation expense associated with forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted quarterly based on actual forfeiture experience. Effective January 1, 2006, Sovereign adopted SFAS No.123R which did not have a material impact on Sovereign’s financial statements since we had previously adopted SFAS No. 123.

The fair value for our stock option grants were estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions:


	GRANT DATE YEAR
	2007			2006			2005
Expected volatility		.214 - .235			.262 - .278			.280 - .293
Expected life in years		6.00			6.00			6.00
Stock price on date of grant	$	17.62 - 25.76		$	19.98 - 25.77		$	19.40 - 22.95
Exercise price	$	17.62 - 25.76		$	19.98 - 25.77		$	19.40 - 22.95
Weighted average exercise price	$	22.74		$	20.30		$	22.11
Weighted average fair value	$	6.24		$	6.42		$	7.52
Expected dividend yield		1.24% - 1.82	%		1.11% - 1.50	%		0.53% - 1.11	%
Risk-free interest rate		4.07% - 5.04	%		4.28% - 5.13	%		3.91% - 4.45	%
Vesting period in years		3-5			2-5			5

Expected volatility is based on the historical volatility of Sovereign’s stock price. Sovereign utilizes historical data to predict options’ expected lives. The risk-free interest rate is based on the yield on a U.S. treasury bond with a similar maturity of the expected life of the option.

The amount of stock-based compensation expense, net of related tax effects, included in the determination of net income if the expense recognition provisions of SFAS No. 123 had been applied to all stock option awards in 2007, 2006 and 2005 did not differ from our annual results since substantially all options granted prior to 2002 were fully vested by the end of 2004.

u. Equity Method Investments – Sovereign has an equity method investment in a synthetic fuel partnership that generates Section 29 tax credits for the production of fuel from a non-conventional source (“the Synthetic Fuel Partnership”). Reductions in the investment value and our allocation of the partnership’s earnings or losses totaled $26.2 million, $26.3 million and $28.2 million for 2007, 2006, and 2005, respectively, and are included as expense in the line “Equity method investment expense” in our consolidated statement of operations, while the alternative energy tax credits we receive are included as a reduction of income tax expense. Sovereign amortized this investment through December 31, 2007 since this is the period through which we received alternative energy tax credits. We do not have any remaining asset on the balance sheet at December 31, 2007 related to this investment and will not incur any expenses or receive any tax credits related to the Synthetic Fuel Partnership in future periods. The Company also has other investments in entities accounted for under the equity method including low-income housing tax credit partnerships which totaled $272.2 million at December 31, 2007, and an investment in Meridian Capital totaling $98.9 million at December 31, 2007. Meridian Capital refers borrowers seeking financing of their multifamily and/or commercial real estate loans to Sovereign as well as other financial institutions. Substantially all of Sovereign’s multifamily loan originations are obtained through this relationship. See Note 29 for additional details.

Notes to Consolidated Financial Statements

Note 2 – Recent Accounting Pronouncements

In March 2006, FASB issued Statement No. 156, “Accounting for Servicing of Financial Assets”, which amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. This Statement permits an entity (for each class of separately recognized servicing assets and servicing liabilities) to either continue to amortize servicing assets or servicing liabilities in proportion to and over the period of net servicing income or net servicing loss and assess the servicing assets or liabilities for impairment or increased obligation based on fair value at each reporting date, or measure servicing assets or servicing liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the change occurs. In addition, the statement clarifies when a servicer should separately recognize servicing assets and servicing liabilities, requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable, and at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities elected to be subsequently measured at fair value. Finally, the statement requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of the financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This statement is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. Sovereign adopted this Statement on January 1, 2007 and continued to carry our mortgage servicing rights at the lower of the initial capitalized amount, net of accumulated amortization, or fair value and amortize the MSRs in proportion to, and over the period of, estimated net servicing income.

In June 2006, the FASB issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes”, an interpretation of SFAS 109, “Accounting for Income Taxes”. FIN 48 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under FIN 48, tax positions shall initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and all relevant facts. FIN 48 also revises disclosure requirements to include an annual tabular rollforward of unrecognized tax benefits. The Company adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of Interpretation 48, the Company recognized a $1.0 million decrease in the liability for unrecognized tax benefits, which was accounted for as an increase to the January 1, 2007, balance of retained earnings. On January 1, 2007, Sovereign had unrecognized tax benefit reserves related to uncertain tax positions of $67.2 million. Of this amount, approximately $10.7 million related to reserves assumed for uncertain tax positions from the acquisition of Independence. Any adjustments to these reserves in future periods will be adjusted through goodwill. The remaining balance of $56.5 million represents the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”, which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. As a result of FAS 157, there is now a common definition of fair value to be used throughout GAAP. This new standard will make the measurement for fair value more consistent and comparable and improve disclosures about those measures. The statement does not require any new fair value measurement but will result in increased disclosures. This interpretation is effective for fiscal years beginning after November 15, 2007. We do not expect the provisions of this statement to have a material impact on our financial statements.

In September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plan — An Amendment of FASB Statements No. 87, 88, 106, and 132R.” This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. On December 31, 2006, the Company adopted the recognition and disclosure provisions of Statement 158. The effect of adopting Statement 158 on the Company’s financial condition at December 31, 2006, has been included in the accompanying consolidated financial statements. See Note 17 for further discussion of the effect of adopting Statement 158 on the Company’s consolidated financial statements.

On February 15, 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115.” This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in Statement 159 are elective; however, the amendment to FASB Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, applies to all entities with available-for-sale and trading securities.

The fair value option established by Statement 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments.

Statement 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. Sovereign implemented SFAS No. 159 on its residential held for sale portfolio effective January 1, 2008. Additionally, we historically have hedged certain brokered certificate of deposits under SFAS No. 133 and will continue to do so in 2008. However, for additional brokered certificate of deposit fundings in 2008 which we decide to hedge we will record them at fair value under SFAS No. 159.

Notes to Consolidated Financial Statements

Note 2 – Recent Accounting Pronouncements (continued)

On April 30, 2007, the FASB issued Staff Position (FSP) FIN 39-1, “Amendment of FASB Interpretation No. 39”, regarding the balance sheet presentation of derivatives. FSP FIN 39-1, Amendment of FASB Interpretation No. 39, amends FIN 39 to permit entities to offset fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) arising from derivative instruments executed with the same counterparty under a master netting arrangement. FSP FIN 39-1 requires entities to make an accounting policy decision regarding the offsetting of fair value amounts recognized for derivative instruments and fair value amounts recognized for the right to reclaim or the obligation to return cash collateral. Additionally, the choice to offset or not must be applied consistently and is only available for cash collateral. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007 (January 1, 2008 for calendar year-end companies). We will continue to not offset cash collateral against the fair value of our derivative contracts and as a result this FSP will not have an impact on our financial statements in future periods.

On December 4, 2007 the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51”. SFAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. SFAS 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. SFAS 160 also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We are currently evaluating the impact of this pronouncement on our financial statements.

On December 4, 2007 the FASB issued FASB Statement No. 141 (Revised 2007) (FAS 141(R)), Business Combinations. FAS 141(R) will significantly change the accounting for business combinations. Under Statement 141(R) an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. FAS 141(R) will change the accounting treatment for certain specific items, including:

-		Acquisition costs will be generally expensed as incurred;

-		Non-controlling interests (formerly known as “minority interests”) will be valued at fair value at the acquisition date;

-		Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at the higher of such amount determined under existing guidance for non-acquired contingencies. Changes in the value of these contingent liabilities will be recorded through earnings;

-		In process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;

-		Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and

-		Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 31, 2008. The statement may not be adopted before that date.

Notes to Consolidated Financial Statements

Note 3 — Business Combinations

Sovereign closed on its acquisition of Independence effective June 1, 2006 for $42 per share in cash, representing an aggregate transaction value of approximately $3.6 billion. Sovereign funded this acquisition using the proceeds from the $2.4 billion equity offering to Banco Santander Central Hispano (“Santander”), net proceeds from issuances of perpetual and trust preferred securities and cash on hand. Sovereign issued 88.7 million shares to Santander, which made Santander its largest shareholder. Independence was headquartered in Brooklyn, New York, with 125 community banking offices in the five boroughs of New York City, Nassau and Suffolk Counties and New Jersey. Sovereign’s acquisition of Independence connected our Mid-Atlantic and New England geographic footprints and created new markets in certain areas of New York.

The purchase price was allocated to the acquired assets and assumed liabilities of Independence based on estimated fair value as of June 1, 2006 (dollars in millions):


Assets
Investments	$	3,126.5
Loans:
Multifamily		5,571.2
Commercial		5,313.3
Consumer		517.2
Residential		1,829.0

Total loans		13,230.7
Less allowance for loan losses		(97.8	)

Total loans, net		13,132.9

Cash acquired, net of cash paid		(2,713.2	)
Premises and equipment, net		167.9
Bank Owned Life Insurance		343.3
Other assets		370.5
Core deposit and other intangibles		394.2
Goodwill		2,280.6

Total assets	$	17,102.7


Liabilities
Deposits:
Core	$	6,960.8
Time		4,070.1

Total deposits		11,030.9
Borrowings and other debt obligations		5,488.8
Other liabilities (1)		583.0

Total liabilities	$	17,102.7


(1)		Includes liabilities of $26.2 million directly associated with the transaction which were recorded as part of the purchase price which is primarily comprised of $14.4 million of termination penalties for canceling certain long-term Independence contracts related to redundant services and $2.8 million related to branch consolidation.

In connection with the Independence acquisition, Sovereign recorded charges against its earnings for the twelve-month period ended December 31, 2007 and 2006 for merger related expenses of $2.2 million pre-tax and $42.8 million pre-tax, respectively.

These merger-related expenses include the following (in thousands):


	2007		2006
Branch and office consolidations	$	—	$	2,330
System conversions		985		9,414
Retail banking conversion costs		—		10,059
Marketing		577		12,504
Retention bonuses and other employee-related costs		—		5,663
Other		680		2,781

Total	$	2,242	$	42,751

The branch and office consolidation charge relates to lease obligations for Sovereign branch and office locations that were vacated by Sovereign in the third quarter of 2006 as a result of the Independence 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.

The system conversion costs are related to transferring Independence’s customer data from their core application system to Sovereign’s core application systems. These conversions were completed in the fourth quarter of 2006. The retail banking conversion costs consist primarily of replacing and/or converting customer account data such as welcoming kits, ATM cards, checks, credit cards, etc. The marketing costs are related to media and promotional advertising campaigns that were primarily incurred in connection with the rebranding of the former Independence branches. Retention bonuses and other employee related costs represent stay bonuses for former Independence employees that continued to work for Sovereign from the acquisition date of June 1, 2006 through the fourth quarter to assist with the system conversion which occurred on September 8, 2006.

Notes to Consolidated Financial Statements

Note 3 — Business Combinations (continued)

On January 21, 2005, Sovereign completed the acquisition of Waypoint Financial Corp. (“Waypoint”) for approximately $953 million. The results of Waypoint’s operations are included in the accompanying financial statements subsequent to the acquisition date. A cash payment of $269.9 million was made in connection with the transaction with the remaining consideration consisting of the issuance of 29.8 million shares of common stock and stock options (to convert outstanding Waypoint stock options into Sovereign stock options). The value of the common stock for accounting purposes 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 purchase price was allocated to acquire assets and liabilities of Waypoint based on fair value as of January 21, 2005 (dollars in millions):


Assets
Investments	$	379.2
Total loans, net of allowance for loan loss		2,577.6
Cash acquired, net of cash paid		324.2
Premises and equipment, net		33.0
Bank Owned Life Insurance		97.0
Prepaid expenses and other assets		262.8
Core deposit intangible		31.1
Goodwill		601.8


Total assets	$	4,306.7


Liabilities
Deposits:
Core	$	1,503.7
Time		1,384.6


Total deposits		2,888.3
Borrowings and other debt obligations		668.2
Other liabilities (1)		67.6


Total liabilities	$	3,624.1


(1)		Includes liabilities of $11.6 million directly associated with the transaction which were recorded as part of the purchase price. The major components of this liability consisted of $2.9 million related to branch consolidation, $4.1 million related to accruals established for contractual disputes, and $2.1 million representing amounts to be paid to Waypoint senior executives for severance and acceleration of certain retirement benefits earned by employees at the date of the acquisition.

In connection with the Waypoint acquisition, Sovereign recorded net charges against its earnings for the twelve-month period ended December 31, 2005 for merger related expenses of $16.7 million pre-tax ($10.9 million net of tax).

These merger-related expenses include the following (in thousands):


Branch and office consolidations	$	2,396
System conversions		5,831
Retail banking conversion costs and other		8,511


Total	$	16,738

The branch and office consolidation charge relates to lease obligations for Sovereign branch and office locations that were vacated by Sovereign in the first quarter of 2005 as a result of the Waypoint 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 run through 2009.

The system conversion costs are related to transferring Waypoint’s customer data from their core application system to Sovereign’s core application systems. These conversions were completed in the first quarter of 2005. The retail banking conversion costs consist primarily of replacing and/or converting customer account data such as welcoming kits, ATM cards, checks, credit cards, etc.

Notes to Consolidated Financial Statements

Note 3 — Business Combinations (continued)

The status of reserves related to business acquisitions are summarized as follows (in thousands):


	Other			Independence
	acquisitions			acquisition			Total
Reserve balance at December 31, 2006	$	22,358		$	22,432		$	44,790
Charge recorded in earnings		—			2,242			2,242
Payments		(9,397	)		(14,601	)		(23,998	)


Reserve balance as of December 31, 2007	$	12,961		$	10,073		$	23,034

Note 4 — Goodwill and Other Intangible Assets

The changes in the amount of goodwill for the year ended December 31, 2007, are as follows:


	Mid-Atlantic		New England		Metro New
	Banking		Banking		York Banking			Shared Services			Shared Services
	Division		Division		Division			Consumer			Commercial		Total
Balance as of January 1, 2007	$	688,079	$	658,006	$	2,683,487		$	634,012		$	341,601	$	5,005,185
Goodwill added during the year		109		—		—			—			—		109
Goodwill adjustments during the year		—		—		(2,272	)		—			—		(2,272	)
Impairment losses		—		—		(942,764	)		(634,012	)		—		(1,576,776	)

Balance as of December 31, 2007	$	688,188	$	658,006	$	1,738,451		$	—		$	341,601	$	3,426,246

The year 2007 was a challenging environment for financial institutions and Sovereign. In the second half of 2007, conditions in the housing market continued to deteriorate and there was a significant tightening of available credit in the marketplace. Declining real estate values and financial stress on borrowers resulted in higher delinquencies and greater charge-offs in 2007 compared to 2006. Several companies that specialized in non prime residential real estate lending declared bankruptcy in 2007 or significantly curtailed their operations. Credit spreads significantly widened on various assets classes in the secondary marketplace which has led to a reduction in liquidity for these asset classes. These conditions negatively impacted our operations, particularly in our consumer lending businesses.

The market conditions and related concerns surrounding credit caused valuations for banking and other financial service companies to decrease significantly during the fourth quarter of 2007. The market price of our common stock decreased from a high of $25.16 during the second quarter of 2007 to a low of $10.08 in the fourth quarter of 2007, a 60% decrease. The significant drop in value caused our book value per common share to be significantly higher than our market stock price.

During the fourth quarter of 2007, we completed our annual assessment of goodwill using a third party valuation firm who considered the impact of current credit conditions, our 2007 actual results, expected results for 2008, as well as current market valuations. We evaluated goodwill for impairment for each of our reporting units under 3 different valuation approaches (transaction market approach, guideline company approach, and discounted net income approach) to ensure that the fair value of our reporting units was in excess of our net book values including goodwill. Based on this analysis, we concluded that we had goodwill impairment in our Shared Services Consumer and Metro New York segments of $634 million and $943 million, respectively.

Our Shared Services Consumer segment primarily consists of our residential real estate lending and auto lending businesses. The impairment in our Shared Services Consumer segment was impacted by the negative events in the fourth quarter surrounding our auto portfolio. In the third quarter of 2007, the annual loss run rate for our auto loans was $76.4 million or 116 basis points. During the fourth quarter losses for the auto loan portfolio increased significantly beyond what was expected with an annual loss run rate of $135.8 million or 206 basis points. The majority of these losses came from loans originated in the Southeast and Southwest production offices. This led to our decision to cease originating loans from the Southeast and Southwest production offices effective January 31, 2008. The closing of these operations and the higher levels of consumer loan losses, had a significant negative impact on our anticipated future earnings for the Shared Services Consumer Segment. These facts, in addition to the decrease in market valuations for financial service companies during the fourth quarter of 2007 had a significant impact on the fair value of our consumer reporting unit. As a result we concluded that fair value was less than net book value and determined the Shared Services Consumer segment’s goodwill impairment was $634 million.

Notes to Consolidated Financial Statements

Note 6 – Investment Securities

The amortized cost and estimated fair value of Sovereign’s available for sale investment securities are as follows (in thousands):


	AT DECEMBER 31,
	2007								2006
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Appreciation		Depreciation		Value		Cost		Appreciation		Depreciation		Value
Investment Securities
Available for sale:
U.S. Treasury and government agency securities	$	85,948	$	480	$	—	$	86,428	$	1,561,685	$	38	$	878	$	1,560,845
Debentures of FHLB, FNMA and FHLMC		186,482		5,918		1		192,399		242,248		3,001		1,149		244,100
Corporate debt and asset-backed securities		947,992		10		194,239		753,763		953,374		3,443		6,315		950,502
Equity securities⁽¹⁾		638,881		4,282		1		643,162		893,627		48,491		—		942,118
State and municipal securities		2,505,772		23,055		26,403		2,502,424		2,510,975		45,325		1,494		2,554,806
Mortgage-backed Securities:
U.S. government agencies		2,251,022		4,376		56		2,255,342		45,400		765		105		46,060
FHLMC and FNMA securities		4,099,515		46,484		1,597		4,144,402		3,598,731		12,088		5,185		3,605,634
Non-agencies		3,459,284		2,797		98,154		3,363,927		4,009,789		13,139		52,365		3,970,563


Total investment securities available for sale	$	14,174,896	$	87,402	$	320,451	$	13,941,847	$	13,815,829	$	126,290	$	67,491	$	13,874,628


(1)		Equity securities are primarily composed of preferred stock of FNMA and FHLMC.

During the second quarter of 2006 following the acquisition of Independence (discussed in Note 3), Sovereign sold $3.5 billion of investment securities with a combined effective yield of 4.40% for asset/liability management purposes, to maintain compliance with its existing interest rate policies and guidelines and to offset, in part, the negative effect of the then current yield curve on net interest margin for future periods and incurred a pre-tax loss of $238.3 million ($154.9 million after-tax or $0.36 per share). Of the total $3.5 billion of investments sold, $1.8 billion had been previously classified as held-to-maturity and Sovereign recorded a pretax loss of $130.1 million related to the sale of the held-to-maturity securities. As a result of the sale of the held-to-maturity securities, Sovereign concluded that it was required to reclassify the remaining $3.2 billion of held to maturity investment securities to the available for sale investment category.

Notes to Consolidated Financial Statements

Note 6 – Investment Securities (Continued)

The following table discloses the age of gross unrealized losses in our portfolio as of December 31, 2007 and 2006 (in thousands):


	AT DECEMBER 31, 2007
	Less than 12 months					12 months or longer					Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Investment Securities
Available for sale investment securities:
Debentures of FHLB, FNMA and FHLMC	$	—	$	—		$	1,009	$	(1	)	$	1,009	$	(1	)
Corporate debt and asset-backed securities		223,813		(81,066	)		398,924		(113,173	)		622,737		(194,239	)
Equity Securities		253		(1	)		—		—			253		(1	)
State and municipal securities		1,510,114		(25,880	)		18,697		(523	)		1,528,811		(26,403	)
Mortgage-backed Securities:
U.S. government agencies		26		—			1,392		(56	)		1,418		(56	)
FHLMC and FNMA securities		11,020		(46	)		91,600		(1,551	)		102,620		(1,597	)
Non-agencies		1,511,132		(41,875	)		1,475,522		(56,279	)		2,986,654		(98,154	)


Total investment securities available for sale	$	3,256,358	$	(148,868	)	$	1,987,144	$	(171,583	)	$	5,243,502	$	(320,451	)


	AT DECEMBER 31, 2006
	Less than 12 months					12 months or longer					Total
			Unrealized					Unrealized					Unrealized
	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Investment Securities
Available for sale investment securities:
U.S. Treasury and government agency securities	$	1,495,712	$	(733	)	$	15,995	$	(145	)	$	1,511,707	$	(878	)
Debentures of FHLB, FNMA and FHLMC		—		—			101,341		(1,149	)		101,341		(1,149	)
Corporate debt and asset-backed securities		446,261		(4,014	)		61,820		(2,301	)		508,081		(6,315	)
State and municipal securities		247,409		(1,312	)		21,239		(182	)		268,648		(1,494	)
Mortgage-backed Securities:
U.S. government agencies		219		(8	)		2,258		(97	)		2,477		(105	)
FHLMC and FNMA securities		641,851		(1,009	)		126,193		(4,176	)		768,044		(5,185	)
Non-agencies		456,897		(1,703	)		1,962,694		(50,662	)		2,419,591		(52,365	)


Total investment securities available for sale	$	3,288,349	$	(8,779	)	$	2,291,540	$	(58,712	)	$	5,579,889	$	(67,491	)

Notes to Consolidated Financial Statements

Note 6 – Investment Securities (Continued)

As of December 31, 2007, the Company has concluded that the unrealized losses on its investment securities (which totaled 233 individual securities) are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the intent and ability to hold these investments for a time necessary to recover its cost and will ultimately recover its cost at maturity (i.e. these investments have contractual maturities that, absent a credit default, ensure Sovereign will ultimately recover its cost). In making our other-than-temporary impairment evaluation, Sovereign considered the fact that the principal and interest on these securities are from U.S. Government and Government Agencies as well as issuers that are investment grade (highly rated). The change in the unrealized losses on the U.S. Government and Government Agencies mortgage-backed securities and the non-agency mortgage-backed securities were caused by changes in interest rates. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired.

The unrealized losses on corporate debt and asset backed securities include $187.4 million of unrealized losses on $750 million of highly rated investments in collateralized debt obligations (“CDOs”) at December 31, 2007. These CDOs consist of interests in structured investment vehicles backed by investment grade corporate loans. In all of the CDOs, Sovereign’s investment is senior to a subordinated tranche(s) which have first loss exposure. We concluded these unrealized losses are temporary in nature since they are not related to the underlying credit quality of the issuers, and the Company has the intent and ability to hold these investments for a time necessary to recover its cost and will ultimately recover its cost at maturity (i.e. these investments have contractual maturities that, absent credit default, ensure Sovereign will ultimately recover its cost). The Company believes that these losses are primarily related to market interest rates and credit spreads and not underlying credit issues associated with the issuers of the debt obligations. The CDOs were purchased in the second and third quarters of 2006 and have not experienced any losses to date. Sovereign does not believe it should have any loss of principal on these investments given its senior position and the protection that the subordinated classes provide.

As of December 31, 2007, the Company had a municipal bond portfolio of $2.5 billion with unrealized losses of approximately $26.4 million. This portfolio consists of 100% general obligation bonds of states, cities, counties and school districts. All of the bonds are insured to AAA as extra credit protection. Certain insurers of our municipal bond portfolio have been recently downgraded by the rating agencies. We considered the impact of the downgrades of the insurers on our municipal bond portfolio. Even without insurance, the weighted average underlying credit rating of the municipal bond portfolio was AA-. Given that the municipal bond portfolio is highly-rated and we do not expect any losses, and we have both the intent and ability to hold these securities to maturity, we concluded that an other than temporary impairment does not exist for this portfolio.

Proceeds from sales of investment securities and the realized gross gains and losses from those sales are as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Proceeds from sales	$	669,053		$	13,826,925		$	1,601,754


Gross realized gains		4,821			37,668			20,260
Gross realized losses		(627	)		(282,842	)		(5,852	)


Net realized (losses)/gains	$	4,194		$	(245,174	)	$	14,408

The gross realized losses in 2006 of $282.8 million include the $238.3 million ($154.9 million after tax or $0.36 per share) loss on the sale of $3.5 billion of investment securities following the Independence acquisition as discussed previously. During the fourth quarter of 2006, as part of a balance sheet restructuring, Sovereign sold $1.5 billion of investment securities with a combined effective yield of 4.60% and incurred a pre-tax loss of $43.0 million ($28.0 million after tax or $0.06 per share). The proceeds were reinvested in higher yielding securities to improve future net interest margin and for collateral on certain of our borrowing and deposit obligations.

Not included in the 2007 and 2006 amounts above were other-than-temporary impairment charges of $180.5 million and $67.5 million, respectively, on FNMA and FHLMC preferred stock. Sovereign determined that certain unrealized losses on perpetual preferred stock of FNMA and FHLMC were other-than-temporary in accordance with SFAS 115 “Accounting for Certain Investments in Debt and Equity Securities” and the SEC’s Staff Accounting Bulletin No. 59 “Accounting for Non-current Marketable Equity Securities”. The Company’s assessment considered the duration and severity of the unrealized losses, the financial condition and near-term prospects of the issuers, and the likelihood of the market value of these instruments increasing to our initial cost basis within a reasonable period of time based upon the anticipated interest rate environment. As a result of these factors, Sovereign concluded that the unrealized losses were other-than-temporary and recorded a non-cash impairment charge.

Notes to Consolidated Financial Statements

Note 6 – Investment Securities (Continued)

Contractual maturities and yields of Sovereign’s investment securities available for sale at December 31, 2007 are as follows (in thousands):


	INVESTMENT SECURITIES AVAILABLE FOR SALE AT DECEMBER 31, 2007⁽¹⁾
										Due After						Weighted
	Due Within			Due After 1			Due After 5			10 Years/No						Average
	One Year			Within 5 Yrs			Within 10 Yrs			Maturity			Total			Yield ⁽²⁾
U.S. Treasury and government agency	$	80,884		$	5,544		$	—		$	—		$	86,428			3.24	%
Debentures of FHLB, FNMA and FHLMC		141,167			30,667			20,565			—			192,399			4.01	%
Corporate debt and asset backed securities		11,021			—			647,272			95,470			753,763			9.55	%
Equity securities ⁽⁴⁾		—			—			—			643,162			643,162			7.60	%
State and Municipal securities		—			156,399			2,249,580			96,445			2,502,424			6.51	%
Mortgage-backed Securities⁽²⁾:
U.S. government agencies		2,053,339			120,393			44,298			37,312			2,255,342			5.28	%
FHLMC and FNMA securities		1,150,075			1,893,538			596,469			504,320			4,144,402			5.52	%
Non-agencies		1,221,067			1,649,067			347,503			146,290			3,363,927			6.71	%


Total Fair Value	$	4,657,553		$	3,855,608		$	3,905,687		$	1,522,999		$	13,941,847			6.23	%


Weighted average yield		5.64	%		5.97	%		7.03	%		6.59	%		6.23	%


Total Amortized Cost	$	4,686,946		$	3,933,244		$	4,030,731		$	1,523,975		$	14,174,896


(1)		The maturities above do not represent the effective duration of Sovereign’s portfolio since the amounts above are based on contractual maturities and do not contemplate anticipated prepayments, with the exception of the securities identified in Note 2 below.

(2)		Mortgage-backed and state and municipal securities are assigned to maturity categories based on their estimated average lives.

(3)		Weighted-average yields are based on amortized cost. Yields on tax-exempt securities are calculated on a tax equivalent basis and are based on an effective tax rate of 35%.

(4)		Equity securities are primarily composed of FNMA and FHLMC preferred stock.

Nontaxable interest and dividend income earned on investment securities was $149.4 million, $140.0 million and $95.2 million for years ended December 31, 2007, 2006 and 2005, respectively. Tax expense/ (benefit) related to net realized gains and losses from sales of investment securities for the years ended December 31, 2007, 2006 and 2005 were $(1.5) million, $(85.8) million and $5.0 million, respectively. Investment securities with an estimated fair value of $6.4 billion and $8.0 billion were pledged as collateral for borrowings, standby letters of credit, interest rate agreements and public deposits at December 31, 2007 and 2006, respectively.

Notes to Consolidated Financial Statements

Note 7 – Loans

A summary of loans held for investment included in the Consolidated Balance Sheets is as follows (in thousands):


	AT DECEMBER 31,
	2007		2006
Commercial real estate loans⁽¹⁾	$	12,306,914	$	11,514,983
Commercial and industrial loans		12,594,652		11,561,183
Multifamily loans		4,088,992		5,621,429
Other		1,765,036		1,518,603


Total Commercial Loans Held for Investment		30,755,594		30,216,198


Residential mortgages		12,950,811		14,316,168
Home equity loans and lines of credit		6,197,148		5,176,346


Total consumer loans secured by real estate		19,147,959		19,492,514

Auto loans		7,028,894		4,848,204
Other		299,572		419,759


Total Consumer Loans Held for Investment		26,476,425		24,760,477


Total Loans Held for Investment⁽²⁾	$	57,232,019	$	54,976,675


Total Loans Held for Investment with:
Fixed rate	$	32,903,007	$	32,321,464
Variable rate		24,329,012		22,655,211

Total Loans Held for Investment⁽²⁾	$	57,232,019	$	54,976,675


(1)		Includes residential and commercial construction loans of $2.3 billion and $1.9 billion at December 31, 2007 and 2006, respectively.

(2)		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 $263.4 million and $258.4 million at December 31, 2007 and 2006, respectively. Loans pledged as collateral for borrowings totaled $15.6 billion and $17.7 billion at December 31, 2007 and 2006, respectively.

In connection with the Company’s balance sheet restructuring our 2007 asset mix strategy was to deemphasize lower yielding assets such as residential and multifamily loans and increase higher yielding commercial loans. This caused the mix of our loan categories to change which is demonstrated in the table above.

A summary of loans held for sale included in the Consolidated Balance Sheets is as follows (in thousands):


	AT DECEMBER 31,
	2007		2006
Commercial	$	—	$	109,123
Multifamily		157,378		147,022
Residential mortgages		390,382		3,088,562
Home equity loans and lines of credit		—		4,267,214


Total Loans Held for Sale	$	547,760	$	7,611,921


Total Loans Held for Sale with:
Fixed rate	$	547,760	$	7,395,494
Variable rate		—		216,427


Total Loans Held for Sale	$	547,760	$	7,611,921

Notes to Consolidated Financial Statements

Note 7 – Loans (Continued)

In the fourth quarter of 2006, Sovereign reclassified $4.3 billion of correspondent home equity and $2.9 billion of mortgage loans to loans held for sale as part of our announced balance sheet restructuring. The loans were written-down to fair value. The lower of cost of market adjustments resulted in a charge-off of $382.5 million and an increase to our provision for credit losses of $296 million. This was required since it was determined that this reduction in fair value was associated with credit factors and not interest rates. Sovereign also recorded a $35.3 million write-down on the mortgage loans. Approximately $7.1 million of this write-down to fair value was due to credit quality deterioration and the remaining adjustment of $28.2 million was due to changes in interest rates, and as a result we charged the interest-related portion of the discount to earnings as a reduction to mortgage banking revenues.

The activity in the allowance for credit losses is as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Allowance for loan losses balance, beginning of period	$	471,030		$	419,599		$	391,003
Allowance acquired from acquisitions		—			97,824			28,778
Provision for loan losses⁽¹⁾		394,646			487,418			89,501
Allowance released in connection with loan sales or securitizations		(12,409	)		(4,728	)		(8,010	)
Charge-offs:
Commercial		65,670			56,916			40,935
Consumer secured by real estate ⁽¹⁾		26,809			463,902			24,125
Consumer not secured by real estate		126,385			73,958			71,906


Total charge-offs		218,864			594,776			136,966
Recoveries:
Commercial		15,187			14,097			13,100
Consumer secured by real estate		11,193			9,933			7,085
Consumer not secured by real estate		48,661			41,663			35,108


Total recoveries		75,041			65,693			55,293



Charge-offs, net of recoveries		143,823			529,083			81,673



Allowance for loan losses balance, end of period	$	709,444		$	471,030		$	419,599


Reserve for unfunded lending commitments, beginning of period		15,255			18,212			17,713
Provision for unfunded lending commitments		13,046			(2,957	)		499
Reserve for unfunded lending commitments, end of period		28,301			15,255			18,212


Total allowance for credit losses	$	737,745		$	486,285		$	437,811


(1)		Our 2006 provision for loan loss and charge-offs included $296.0 million and $382.5 million, respectively, related to the previously discussed loss on the correspondent home equity loans that were classified as held for sale as of December 31, 2006. Additionally, Sovereign recorded an additional $12.5 million of provisions to cover the inherent losses in the multifamily loan portfolio acquired from Independence in the second quarter of 2006. Finally, as previously discussed, we recorded a charge-off of $7.1 million on $2.9 billion of residential mortgage loans that were classified as held for sale as of December 31, 2006.

Notes to Consolidated Financial Statements

Note 7 — Loans (Continued)

Impaired, non-performing, and past due loans are summarized as follows (in thousands):


	AT DECEMBER 31,
	2007	2006
Impaired loans with a related allowance	$ 471,212	$ 321,138
Impaired loans without a related allowance	—	—


Total impaired loans	$ 471,212	$ 321,138

Allowance for impaired loans	$ 83,426	$ 53,366

Total non-accrual loans	$ 304,289	$ 207,357

Total loans past due 90 days as to interest or principal and accruing interest	$ 68,770	$ 40,103

Note 8 — Mortgage Servicing Rights

At December 31, 2007, 2006, and 2005, Sovereign serviced residential real estate loans for the benefit of others totaling $11.2 billion, $9.2 billion, and $7.2 billion, respectively. The following table presents a summary of the activity of the asset established for Sovereign’s mortgage servicing rights for the years indicated (in thousands). See discussion of Sovereign’s accounting policy for mortgage servicing rights in Note 1. Sovereign had net gains on the sales of residential mortgage loans and mortgage backed securities that were related to loans originated or purchased and held by Sovereign of $47.8 million, $6.4 million, and $46.6 million in 2007, 2006 and 2005, respectively.


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Gross balance, beginning of year	$	118,637		$	91,073		$	81,040
Residential mortgage servicing assets recognized		51,139			41,626			25,715
Servicing rights acquired		—			7,640			3,019
Amortization of residential mortgage servicing rights		(26,063	)		(15,785	)		(17,578	)
Write-off of servicing assets		(1,164	)		(5,917	)		(1,123	)


Gross balance, end of year		142,549			118,637			91,073
Valuation allowance		(1,473	)		(1,222	)		(16	)


Balance, end of year	$	141,076		$	117,415		$	91,057

The fair value of our residential mortgage servicing rights is estimated using a discounted cash flow model. This model estimates the present value of the future net cash flows of the servicing portfolio based on various assumptions. The most important assumptions in the valuation of residential 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 result in lower valuations of residential 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 residential mortgage servicing rights and are consistently derived and/or benchmarked against independent public sources. Additionally, an independent appraisal of the fair value of our residential 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 residential mortgage servicing right for the periods presented.


	December 31, 2007			December 31, 2006			December 31, 2005
CPR speed		14.70	%		14.23	%		12.42	%
Escrow credit spread		5.12	%		4.85	%		4.16	%

Notes to Consolidated Financial Statements

Note 8 — Mortgage Servicing Rights (Continued)

A valuation allowance is established for the excess of the cost of each residential mortgage servicing asset stratum over its estimated fair value. Activity in the valuation allowance for residential mortgage servicing rights for the years indicated consisted of the following (in thousands):


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Balance, beginning of period	$	1,222		$	16		$	7,083
Write-offs of reserves		(1,164	)		(5,917	)		(1,123	)
Increase/(decrease) in valuation allowance for residential mortgage servicing rights		1,415			7,123			(5,944	)


Balance, end of year	$	1,473		$	1,222		$	16

For year ended December 31, 2007, mortgage servicing fee income was $42.2 million, compared with $30.8 million in 2006. Sovereign had (losses)/gains on mortgage loans, multifamily loans and home equity loans of $(76.3) million for the twelve-month period ended December 31, 2007, compared with $19.7 million for the corresponding period ended December 31, 2006. The loss recorded for the twelve-month period ended December 31, 2007 is a result of a $119.9 million charge recorded on the correspondent home equity loans. Sovereign had planned on selling $4.3 billion of correspondent home equity loans as of December 31, 2006. However, we were not able to sell $658 million of loans and as a result wrote them down to fair value incurring a charge of $84.2 million which was recorded within mortgage banking revenue. In addition, Sovereign also established a reserve for any potential loan repurchases that may result from certain representation and warranty clauses contained within the sale agreement. Finally, we were required to further write down the loans that we sold in the first quarter due to lower pricing on the execution of the sales which resulted from increases in delinquencies on the loan portfolio since year-end and lower pricing in the market place for non-prime loans. The total charge recorded in connection with these two items was $35.7 million.

During 2007, 2006 and 2005 Sovereign wrote off $1.2 million, $5.9 million and $1.1 million of mortgage servicing rights due to the realization that certain loan stratifications had become permanently impaired. Each reporting period, Sovereign analyzes each loan stratification’s current book value compared against its fair value. A determination is then made as to whether this decline is permanent by analyzing various factors such as the duration of the impairment and our expectation of future assumptions that impact the fair value of the loan stratification. If the impairment is deemed permanent the mortgage servicing asset is written off against the mortgage servicing valuation reserve.

Additionally, during 2005 Sovereign sold $1.4 billion of home equity loans while retaining servicing. Sovereign recognized pretax gains of $32.1 million, which were recorded in mortgage banking revenues and recorded servicing assets of $3.9 million in connection with these sales. At December 31, 2007 the remaining servicing asset on this portfolio totaled $1.1 million.

Sovereign originates and sells multi-family loans in the secondary market to Fannie Mae while retaining servicing. Generally, the Company can originate and sell loans to Fannie Mae for not more than $20.0 million per loan. Under the terms of the sales program with Fannie Mae, Sovereign retains a portion of the credit risk associated with such loans. As a result of this agreement with Fannie Mae, Sovereign retains a 100% first loss position on each multi-family loan sold to Fannie Mae under such program until the earlier to occur of (i) the aggregate losses on the multifamily loans sold to Fannie Mae reaching the maximum loss exposure for the portfolio as a whole or (ii) until all of the loans sold to Fannie Mae under this program are fully paid off. The maximum loss exposure is available to satisfy any losses on loans sold in the program subject to the foregoing limitations. At December 31, 2007 and 2006, Sovereign serviced $10.9 billion and $8.0 billion of loans for Fannie Mae sold to it pursuant to this program with a maximum potential loss exposure of $206.8 million and $152.3 million, respectively. As a result of this retained servicing on multi-family loans sold to Fannie Mae, the Company had loan servicing assets of $20.4 million at December 31, 2007 and 2006. During the twelve-month periods ended December 31, 2007 and 2006, Sovereign recorded servicing asset amortization related to this servicing asset of $10.7 million and $4.2 million, respectively.

The Company has established a liability related to the fair value of the retained credit exposure for loans sold to Fannie Mae. This liability represents the amount that the Company estimates that it would have to pay a third party to assume the retained recourse obligation. The estimated liability represents the present value of the estimated losses that the portfolio is projected to incur based upon an industry-based default curve with a range of estimated losses. At December 31, 2007 and 2006, Sovereign had $23.5 million and $17.1 million of liabilities related to the fair value of the retained credit exposure for loans sold to Fannie Mae under this sales program.

Notes to Consolidated Financial Statements

Note 11 — Deposits

Deposits are summarized as follows (in thousands):


	AT DECEMBER 31,
	2007								2006
	Balance		Percent			Rate			Balance		Percent			Rate
Demand deposit accounts	$	6,444,338		13	%		—	%	$	6,577,585		12	%		—	%
NOW accounts		5,546,280		11			1.02			6,333,667		12			1.24
Wholesale NOW accounts		4,014,284		8			4.37			3,573,861		7			4.97
Customer repurchase agreements		2,754,680		6			3.27			2,206,445		4			4.74
Savings accounts		3,831,636		8			0.68			4,637,346		9			0.65
Money market accounts		10,655,978		21			3.39			8,875,353		17			3.17
Wholesale money market accounts		1,765,715		3			4.50			4,116,417		8			5.51
Certificates of deposit		11,872,400		24			4.59			11,336,147		22			4.45
Wholesale certificates of deposit		3,030,594		6			4.85			4,727,733		9			5.14


Total deposits (1)	$	49,915,905		100	%		2.97	%	$	52,384,554		100	%		3.14	%


(1)		Includes foreign deposits of $1.8 billion and $1.1 billion at December 31, 2007 and December 31, 2006, respectively.

Interest expense on deposits is summarized as follows (in thousands):


	YEAR ENDED DECEMBER 31,
	2007		2006		2005
NOW accounts	$	61,599	$	50,991	$	30,896
Wholesale NOW accounts		203,411		215,557		120,046
Customer repurchase agreements		108,137		74,470		26,565
Savings accounts		27,839		29,660		25,347
Money market accounts		347,077		225,166		119,341
Wholesale money market accounts		130,808		137,802		12,013
Certificates of deposit		531,993		405,216		176,135
Wholesale certificates of deposit		216,451		233,335		114,247

Total interest expense on deposits	$	1,627,315	$	1,372,197	$	624,590

The following table sets forth the maturity of Sovereign’s certificates of deposit of $100,000 or more at December 31, 2007 as scheduled to mature contractually (in thousands):


Three months or less	$	2,959,680
Over three through six months		1,565,436
Over six through twelve months		607,056
Over twelve months		917,791

Total	$	6,049,963

The following table sets forth the maturity of all of Sovereign’s certificates of deposit at December 31, 2007 as scheduled to mature contractually (in thousands):


2008	$	13,120,735
2009		927,951
2010		285,301
2011		123,597
2012		173,119
Thereafter		272,291

Total	$	14,902,994

Deposits collateralized by investment securities, loans, and other financial instruments totaled $2.4 billion and $2.3 billion at December 31, 2007 and December 31, 2006, respectively.

Notes to Consolidated Financial Statements

Note 12 — Borrowings and Other Debt Obligations

The following table presents information regarding Sovereign Bank and Holding Company borrowings and other debt obligations at the dates indicated (in thousands). All Sovereign Bank obligations have priority over Holding Company obligations:


	AT DECEMBER 31,
	2007					2006
			EFFECTIVE					EFFECTIVE
	BALANCE		RATE			BALANCE		RATE
Sovereign Bank borrowings and other debt obligations
Securities sold under repurchase agreements	$	76,526		4.12	%	$	199,671		3.85	%
Overnight federal funds purchased		2,720,000		4.22			1,700,000		5.22
Federal Home Loan Bank (FHLB) advances, maturing through February 2016		19,705,438		4.64			19,563,985		4.81
Asset-backed floating rate notes, due April 2013		—		0.00			821,000		5.73
Asset-backed secured financing, due November 2008		—		0.00			1,150,000		2.05
3.500% subordinated debentures, due June 2013		150,000		3.50			143,300		3.66
3.750% subordinated debentures, due April 2014		233,501		4.01			237,456		3.95
5.125% subordinated debentures, due March 2013		468,302		5.47			462,230		5.54
4.375% subordinated debentures, due August 2013		297,010		4.42			296,525		4.43
Holding company borrowings and other debt obligations
Senior revolving credit facility, due August 2008		180,000		5.55			—		0.00
4.80% senior notes, due September 2010		299,152		4.81			298,834		4.82
Floating rate senior notes, due March 2009		199,850		5.42			199,721		5.65
Floating rate senior notes, due March 2010		299,549		5.37			—		0.00
4.900% senior notes, due September 2010		243,976		5.02			241,779		5.07
Junior subordinated debentures due to Capital Trust Entities		1,252,778		7.30			1,535,216		7.65


Total borrowings and other debt obligations	$	26,126,082		4.75	%	$	26,849,717		4.90	%

Included in borrowings and other debt obligations are sales of securities under repurchase agreements. Repurchase agreements are treated as financings with the obligations to repurchase securities sold reflected as a liability in the balance sheet. The dollar amount of securities underlying the agreements remains recorded as an asset, although the securities underlying the agreements are delivered to the brokers who arranged the transactions. In certain instances, the broker may have sold, loaned, or disposed of the securities to other parties in the normal course of their operations, and have agreed to deliver to Sovereign substantially similar securities at the maturity of the agreements. The broker/dealers who participate with Sovereign in these agreements are primarily broker/dealers reporting to the Federal Reserve Bank of New York.

FHLB advances are collateralized by qualifying mortgage-related assets as defined by the FHLB.

Sovereign currently has a series of callable advances totaling $2.6 billion with the FHLB. These advances provide variable funding (currently at 4.23%) during the non-call period which ranges from 6 to 18 months. After the non-call period, the interest rates on these advances resets to a fixed rate of interest with certain caps (ranging from 4.95% to 5.50%) and floors of 0%. If the advances are not called, they will mature on various dates ranging from August 2012 to September 2016.

During the third quarter of 2005, Sovereign issued $200 million of 3.5 year, floating rate senior notes and $300 million of 5 year, fixed rate senior notes at 4.80%. The floating rate notes bear interest at a rate of 3 month LIBOR plus 28 basis points (adjusted quarterly) and mature on March 1, 2009. The fixed rate notes mature on September 1, 2010. The proceeds of the offering were used to pay off $225 million of a line of credit at LIBOR plus 90 basis points, provide additional holding company cash for a previously announced stock repurchase program, enhance the short-term liquidity of the company, and for general corporate purposes.

During the first quarter of 2007, Sovereign issued $300 million of 3 year, floating rate senior notes. The floating rate notes bear interest at a rate of 3 month LIBOR plus 23 basis points (adjusted quarterly) and mature on March 23, 2010. The notes are not redeemable at Sovereign’s option nor are they repayable prior to maturity at the option of the holders. The proceeds of the offering were used to for general corporate purposes.

In connection with the balance sheet restructuring, Sovereign redeemed certain asset backed floating rate notes totaling approximately $2.0 billion. In connection with these transactions, Sovereign incurred debt extinguishment charges of $6.8 million in 2007. Additionally, in 2007, Sovereign redeemed $286.1 million of junior subordinated debentures due to Capital Trust Entities incurring debt extinguishment charges of $7.9 million.

Notes to Consolidated Financial Statements

Note 12 — Borrowings and Other Debt Obligations (Continued)

In connection with the acquisition of Independence, Sovereign assumed $250 million of senior notes and $400 million of subordinated borrowing obligations. The senior notes mature in September 2010 and carry a fixed rate of interest of 4.90%. The $400 million of subordinated notes include $250 million of 3.75% Fixed Rate/ Floating Rate Subordinated Notes Due March 2014 which bear interest at a fixed rate of 3.75% per annum for the first five years, and convert to a floating rate thereafter until maturity based on the US Dollar three-month LIBOR plus 1.82%. Beginning on April 1, 2009 Sovereign has the right to redeem these obligations at par plus accrued interest. The subordinated notes also include $150.0 million aggregate principal amount of 3.50% Fixed Rate/ Floating Rate Subordinated Notes Due June 2013. These obligations bear interest at a fixed rate of 3.50% per annum for the first five years, and convert to a floating rate thereafter until maturity based on the US Dollar three-month LIBOR plus 2.06%. Beginning on June 20, 2008 Sovereign has the right to redeem these obligations at par plus accrued interest.

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:

•

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 1.71 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 $29.21 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. An 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 $37.97, subject to adjustment, for a specified period.

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 to 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 their relative 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 this financing is 6.75% at December 31, 2007.

Notes to Consolidated Financial Statements

Note 12 — Borrowings and Other Debt Obligations (Continued)

Sovereign has an additional $72.8 million of Junior Subordinated debentures due to Capital Trust Entities. These securities have a weighted average interest rate of 8.49% at December 31, 2007 and they are redeemable at the Company’s election beginning July 2006 through March 2010 at a price equal to 100% of the principal amount plus accrued interest to the date of redemption. These securities must be redeemed in the periods between March 2027 through April 2033. Periodic cash payments and payments upon liquidation or redemption with respect to Trust Securities are guaranteed by the Corporation to the extent of funds held by the Trusts (the Preferred Securities Guarantee). The Preferred Securities Guarantee, when taken together with the Corporation’s other obligations, including its obligations under the Notes, will constitute a full and unconditional guarantee, on a subordinated basis, by the Corporation of payments due on the Trust Securities.

In November of 2003, Sovereign entered into a $750 million financing transaction with an international bank. Under the terms of the arrangement, assets of Sovereign were transferred to a newly formed foreign consolidated SPE. Since Sovereign has an obligation to repurchase the investment in the SPE made by the international bank, the transaction is treated as a borrowing and as such both the assets transferred to the SPE and the related floating rate borrowing are reflected on Sovereign’s consolidated balance sheet. This debt bears interest at one-month LIBOR plus 0.50% (50 basis points) minus an adjustable spread which was approximately 3.8%. This financing arrangement will expire no later than November 2008 and may be terminated prior to that time with 30 days notice by either party. In December 2004, Sovereign entered into an additional $400 million financing transaction with the same international bank under substantially the same terms as the $750 million November 2003 transaction. This debt bears interest at one-month LIBOR plus 0.25% (25 basis points) minus a fixed spread of approximately 3.50% and will expire not later than November 2008 and may be terminated prior to that time with 30 days notice by either party. The international bank can provide these funds to the Company under the above terms because of collateral levels that Sovereign must maintain as well as certain tax benefits the international bank receives as the result of entering into this financing transaction. During 2007, Sovereign repaid these obligations and incurred a debt extinguishment charge of $2.6 million.

The senior credit facility with Bank of Scotland consists of two $200 million, 364-day revolving lines of credit at the holding company. The revolving line provides $200 million and $200 million of capacity through February 2008 and August 2008, respectively. Sovereign had $180 million outstanding under the revolving line at December 31, 2007. The senior credit facility subjects Sovereign to a number of affirmative and negative covenants. Sovereign was in compliance with these covenants at December 31, 2007 and 2006.

During March of 2003, Sovereign Bank issued $500 million of subordinated notes (the “March subordinated notes”), at a discount of $4.7 million, which have a coupon of 5.125%. In August 2003, Sovereign Bank issued $300 million of subordinated notes (the “August subordinated notes”), at a discount of $0.3 million, which have a coupon of 4.375%. The August subordinated notes mature in August 2013 and are callable at par beginning in August 2008. The March subordinated notes are due in March 2013 and are not subject to redemption prior to that date except in the case of the insolvency or liquidation of Sovereign Bank, and then only with prior regulatory approval. These subordinated notes qualify as Tier 2 regulatory capital for Sovereign Bank. Under the current OTS rules, 5 years prior to maturity, 20% of the balance of the subordinated notes will no longer qualify as Tier 2 capital. In each successive year prior to maturity, an additional 20% of the subordinated notes will no longer qualify as Tier 2 capital.

In November 2001, Sovereign Bank accessed the liquidity of international markets and transferred $957 million of indirect automobile loans to special purpose entities (SPEs) in return for proceeds from the issuance to outside investors of $821 million of asset-backed floating rate notes and $64 million of equity interests. The $821 million of floating rate notes had an interest rate of LIBOR plus .38% and was accounted for as a financing under SFAS No. 140, “Transfers of Financial Assets and Liabilities”. During 2007, Sovereign repaid these obligations and incurred a debt extinguishment charge of $4.2 million.

The following table sets forth the maturities of Sovereign’s borrowings and debt obligations (including the impact of expected cash flows on interest rate swaps) at December 31, 2007 (in thousands):


2008	$	16,544,799
2009		656,850
2010		1,782,677
2011		45,000
2012		500,165
Thereafter		6,596,591


Total	$	26,126,082

Note 13 — Minority Interests

Minority interests represent the net assets and earnings attributable to the equity of consolidated subsidiaries that are owned by parties independent of Sovereign. Earnings attributable to minority interests are reflected in and other minority interest expense and equity method investments on the Consolidated Statements of Operations.

On August 21, 2000, Sovereign received approximately $140 million of net proceeds from the issuance of $161.8 million of 12% Series A Noncumulative Preferred Interests in Sovereign Real Estate Investment Trust (“SREIT”), a subsidiary of Sovereign Bank, that holds primarily residential real estate loans. The preferred stock was issued at a discount, and is being amortized over the life of the preferred shares using the effective yield method. The preferred shares may be redeemed at any time on or after May 16, 2020, at the option of Sovereign subject to the approval of the OTS. Under certain circumstances, the preferred shares are automatically exchangeable into preferred stock of Sovereign Bank. The offering was made exclusively to institutional investors. The proceeds of this offering were principally used to repay corporate debt.

Notes to Consolidated Financial Statements

Note 14 — Stockholders’ Equity

On May 31, 2006, Sovereign issued common stock to Santander and received net proceeds of $2.4 billion which was used to fund a portion of the Independence acquisition. For further discussion, see Note 3.

On May 15, 2006, Sovereign issued 8,000 shares of Series C non-cumulative perpetual preferred stock and received net proceeds of $195.4 million. The perpetual preferred stock ranks senior to our common stock. Our perpetual preferred stockholders are entitled to receive dividends when and if declared by our board of directors at the rate of 7.30% per annum, payable quarterly, before we may declare or pay any dividend on our common stock. The dividends on the perpetual preferred stock are non-cumulative. The Series C preferred stock is not redeemable prior to May 15, 2011. On or after May 15, 2011, the Series C preferred stock is redeemable at par.

The dividends on our preferred stock are recorded against retained earnings, however for earnings per share purposes they are deducted from net income available to common shareholders. See Note 23 for the calculation of earnings per share.

Sovereign maintains an Employee Stock Purchase Plan allowing employees with at least six months of employment and who average over 20 hours per week to purchase shares through a payroll deduction at a discount from fair market value of 7.5% subject to a maximum of the lesser of 15% of pay or $25,000. Compensation expense recorded in connection with this plan for 2007, 2006 and 2005 was immaterial.

The Company has an active shelf registration statement of debt and equity instruments on file with the SEC for future issuance of debt securities; preferred stock; depository shares; common stock; warrants; stock purchase contracts; and stock purchase units. The Company may offer and sell these securities from time to time and the securities will be offered at prices and on terms to be determined by market conditions at the time of offering. Sovereign has approximately $1.8 billion of availability remaining under this shelf registration at December 31, 2007.

Retained earnings at December 31, 2007 included $112.1 million in bad debt reserves, for which no deferred taxes have been provided due to the indefinite nature of the recapture provisions.

Sovereign’s debt agreements impose certain limitations on dividends, other payments and transactions and we are currently in compliance with these limitations.

At December 31, 2007, Sovereign had 41.3 million capital shares reserved for future issuance, which includes shares issuable upon the exercise of the warrants related to the PIERS financing, shares issuable for unexercised stock options, and employee stock purchase plans.

Sovereign paid dividends to common stockholders of $153.2 million, $126.1 million and $61.0 million in 2007, 2006, and 2005, respectively. However, in January 2008 Sovereign’s Board of Directors elected to eliminate Sovereign’s common stock dividend in order to accelerate capital growth of the Company. The Board of Directors will review whether to reinstate the common stock dividend in future periods.

Note 15 — Regulatory Matters

The Financial Institutions Reform, Recovery and Enforcement Act (“FIRREA”) requires institutions regulated by the Office of Thrift Supervision (“OTS”) to have a minimum tangible capital ratio equal to 1.5% of tangible assets, and a minimum leverage ratio equal to 4% of tangible 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 a minimum tangible capital equal to 2% of total tangible assets. As of December 31, 2007 and 2006, Sovereign Bank met all capital adequacy requirements to which it is subject to in order to be well-capitalized.

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.

Federal banking laws, regulations and policies also limit Sovereign Bank’s ability to pay dividends and make other distributions to Sovereign. Sovereign Bank must obtain prior OTS approval to declare a dividend or make any other capital distribution if, after such dividend or distribution; (1) Sovereign Bank’s total distributions to the holding company within that calendar year would exceed 100% of its net income during the year plus retained net income for the prior two years; (2) Sovereign Bank would not meet capital levels imposed by the OTS in connection with any order, or (3) 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.

Any dividends declared and paid have the effect of reducing the Bank’s tangible capital to tangible assets, Tier 1 leverage capital to tangible assets and Tier 1 risk-based capital ratios. Total dividends from Sovereign Bank to Sovereign or its affiliates during the years ended December 31, 2007 and 2006 were $240 million and $600 million, respectively.

Notes to Consolidated Financial Statements

Note 15 — Regulatory Matters (Continued)

The following schedule summarizes the actual capital balances of Sovereign Bank at December 31, 2007 and 2006:


	REGULATORY CAPITAL (IN THOUSANDS)
				Tier 1			Tier 1			Total
	Tangible			Leverage			Risk-Based			Risk-Based
	Capital To			Capital To			Capital To			Capital To
	Tangible			Tangible			Risk Adjusted			Risk Adjusted
	Assets			Assets			Assets			Assets
Sovereign Bank at December 31, 2007:
Regulatory capital	$	5,289,889		$	5,289,889		$	5,030,620		$	6,939,602
Minimum capital requirement⁽¹⁾		1,618,593			3,237,187			2,668,712			5,337,424


Excess	$	3,671,296		$	2,052,702		$	2,361,908		$	1,602,178


Capital ratio		6.54	%		6.54	%		7.54	%		10.40	%

Sovereign Bank at December 31, 2006:
Regulatory capital	$	5,224,710		$	5,224,710		$	5,023,535		$	6,726,462
Minimum capital requirement⁽¹⁾		1,679,397			3,358,794			2,671,247			5,342,494


Excess	$	3,545,313		$	1,865,916		$	2,352,288		$	1,383,968


Capital ratio		6.22	%		6.22	%		7.52	%		10.07	%


(1)		As defined by OTS Regulations.

The Sovereign Bank capital ratios at December 31, 2007 have increased from December 31, 2006 levels due to growth in tangible capital during the period, driven by tangible earnings growth and reductions in tangible assets. However, these ratios were negativity impacted 19 basis points to 30 basis points at December 31, 2007 due to a need to hold $4 billion of investments and cash deposits in order to comply with a loan limitation test required by the Home Owners Loan Act (HOLA). As previously discussed, HOLA limits the amount of non-residential mortgage loans a savings institution, such as Sovereign Bank, may make. The law limits a savings institution to a maximum of 20% of its total assets in commercial loans not secured by real estate; however, only 10% can be large commercial loans not secured by real estate (defined as loans in excess of $2 million). Commercial loans secured by real estate can be made in an amount up to four times an institutions total risk-based capital. Sovereign was required to increase the amount of assets that were not considered large commercial loans in order to comply with the regulation at December 31, 2007 and funded this increase through an increase in short-term borrowings. The Company is working on a more permanent solution to maintain compliance with this regulation in future periods.

Notes to Consolidated Financial Statements

Note 16 — Stock-Based Compensation

Sovereign has plans, which are shareholder approved, that grant restricted stock and stock options for a fixed number of shares to key officers, certain employees and directors with an exercise price equal to the fair market value of the shares at the date of grant. Sovereign believes that such awards better align the interest of its employees with those of its shareholders. Sovereign’s stock options expire not more than 10 years and one month after the date of grant and generally become fully vested and exercisable within a five year period after the date of grant and, in certain limited cases, based on the attainment of specified targets. Restricted stock awards vest over a period of three to five years. Stock option and restricted stock awards provide for accelerated vesting in certain circumstances, such as a change in control and in certain cases upon an employee’s retirement. Sovereign records compensation expense over the shorter of the contractual vesting term or the employee’s retirement date in the event the award vests. These circumstances are defined in the plan agreements.

The following table provides a summary of Sovereign’s stock option activity for the years ended December 31, 2007, 2006 and 2005 and stock options exercisable at the end of each of those years. Price per share and share counts have been restated to reflect the 5% stock dividend paid to shareholders of record on June 15, 2006.


	Shares			Price per share
Options outstanding December 31, 2004 (9,224,607 exercisable)		13,833,308		$	2.95-21.88
Acquired in conjunction with business acquisitions		3,214,440		$	4.62-18.98
Granted		782,636		$	19.40-22.95
Exercised		(2,682,698	)	$	2.95-19.29
Forfeited		(280,761	)	$	5.34-22.32
Expired		(26,116	)	$	5.39-21.64

Options outstanding December 31, 2005 (10,249,285 exercisable)		14,840,809		$	2.95-22.95
Granted		1,878,225		$	19.98-25.77
Exercised		(1,615,277	)	$	2.95-17.05
Forfeited		(319,754	)	$	6.67-22.95
Expired		(16,293	)	$	6.39-17.05

Options outstanding December 31, 2006 (9,111,666 exercisable)		14,767,710		$	2.95-25.77
Granted		115,077		$	17.62-25.76
Exercised		(2,466,307	)	$	2.95-22.32
Forfeited		(356,235	)	$	6.67-25.77
Expired		(143,847	)	$	6.40-22.32


Options outstanding December 31, 2007 (7,075,060 exercisable)		11,916,398		$	2.95-25.77

The weighted average grant date fair value of options granted during the years ended December 31, 2007, 2006, and 2005 was $6.24, $6.42 and $7.52, respectively. The total intrinsic value of options exercised during the years ended December 31, 2007, 2006, and 2005, was $28.6 million, $19.1 million and $31.1 million, respectively.

The following table summarizes Sovereign’s stock options outstanding at December 31, 2007:


		OPTIONS OUTSTANDING						OPTIONS EXERCISABLE
						Weighted
				Weighted		Average				Weighted
				Average		Remaining				Average
				Exercise		Contractual				Exercise
Exercise Prices		Shares		Price		Life		Shares		Price
$	2.95 - 4.34		29,604	$	3.57		2.16		29,604	$	3.57
$	5.29 - 7.36		1,011,580		6.60		2.10		1,011,580		6.60
$	7.44 - 10.30		2,182,039		8.73		3.20		2,182,039		8.73
$	10.78 - 14.76		5,542,531		12.20		4.01		3,290,896		12.01
$	15.10 - 21.10		1,844,309		19.58		7.25		394,737		17.91
$	21.21 - 25.77		1,306,335		22.14		6.98		166,204		21.94


Total			11,916,398	$	13.30		4.52		7,075,060	$	10.75

Cash received from option exercises for all share-based payment arrangements for the years ended December 31, 2007, 2006, and 2005, was $26.3 million, $20.6 million and $26.1 million, respectively. The tax deductions from option exercises of the share-based payment arrangements totaled $24.1 million, $16.5 million and $15.4 million, respectively for the years ended December 31, 2007, 2006 and 2005. At December 31, 2007, Sovereign had $9.2 million of unrecognized compensation cost related to employee stock option awards that will be recognized over a weighted average period of 1.3 years.

Notes to Consolidated Financial Statements

Note 16 — Stock-Based Compensation (Continued)

From September 2005 through February 2007, Sovereign issued treasury shares to satisfy option exercises, and as such, has issued approximately 1.1 million treasury shares in 2007 at a weighted average cost of $21.00, 1.6 million treasury shares in 2006 at a weighted average cost of $21.64, and 0.5 million of treasury shares in 2005 at a weighted average cost of $21.05. Subsequent to February 2007, Sovereign issued new authorized shares to satisfy option exercises. Additionally, the Company repurchased approximately 175,000 shares at an average cost of $24.75 during 2007, 249,000 shares at an average cost of $21.24 during 2006 and 344,000 shares of vested restricted stock at an average price of $21.57 during 2005.

The table below summarizes the changes in Sovereign’s non-vested restricted stock during the past year.


	Shares			Weighted average
	(in thousands)			grant date fair value
Total non-vested restricted stock at December 31, 2006		2,460,575		$	21.26
Restricted stock granted in 2007		1,528,130			25.14
Vested restricted stock in 2007		(471,248	)		21.34
Non-vested shares forfeited during 2007		(250,080	)		22.20

Total non-vested restricted stock at December 31, 2007		3,267,377		$	22.99

Since 2001, Sovereign has issued shares of restricted stock to certain key officers and employees that vest over a three-year or five-year period. Pre-tax compensation expense associated with these amounts totaled $19.2 million, $13.1 million and $12.5 million in 2007, 2006 and 2005, respectively. As of December 31, 2007, there was $44.7 million of total unrecognized compensation cost related to restricted stock awards. This cost is expected to be recognized over a weighted average period of 1.5 years. The weighted average grant date fair value of restricted stock granted in 2007, 2006 and 2005 was $25.14 per share, $20.16 per share and $22.32 per share, respectively.

Note 17 — Employee Benefit Plans

In the first quarter of 2007, Sovereign’s executive management team and Board of Directors decided to freeze the Company’s Employee Stock Ownership Plan (“ESOP”). The debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares held by the ESOP and all remaining shares were allocated to the eligible participants. Sovereign recorded a non-deductible non-cash charge of $40.1 million in connection with this action based on the value of its common stock on the final price of Sovereign’s common stock on the date that the ESOP was repaid.

Substantially all employees of Sovereign are eligible to participate in the 401(k) portion of the Retirement Plan following their completion of six months service and attaining age 21. Effective January 31, 2008, Sovereign employees are eligible to participate in the 401(k) portion of the Retirement Plan following 30 days of employment. Additionally, there is no longer an age requirement to join the 401(k) portion of the Retirement Plan. Sovereign recognized expense for contributions to the 401(k) portion of the Retirement Plan of $15.5 million, $12.9 million and $10.8 million during 2007, 2006 and 2005, respectively. Employees can contribute up to 100% of their compensation to the 401(k) portion of the Retirement Plan subject to IRS limitations. Sovereign matches 100% of the employee contributions up to 3% of compensation and 50% of the employee contribution in excess of 3% to 5% in the form of Sovereign common stock. Participants may transfer the matching contribution to other investment vehicles available under the 401(k) portion of the Retirement Plan.

Sovereign maintains a bonus deferral plan for selected management and executive employees. This plan allows employees to defer 25% to 50% of their bonus to purchase Sovereign stock. The deferred amount is placed in a grantor trust and invested in Sovereign common stock. Matching contributions of 100% are made by Sovereign into the trust and are also invested in Sovereign common stock. Dividends on Sovereign shares held in the trust are also invested in Sovereign stock. Benefits vest after 5 years or earlier in the event of termination by reason of death, disability, retirement, involuntary termination or the occurrence of a change of control as defined. Voluntary termination or termination for cause (as defined) generally results in forfeiture of the unvested balance including employee deferrals. Expense is recognized over the vesting period of 5 years or to the employee’s retirement date, whichever is shorter. Sovereign recognized as expense $1.4 million, $2.8 million, and $5.8 million for these plans in 2007, 2006 and 2005, respectively. Effective for compensation earned after January 1, 2007, Sovereign terminated future deferrals into this plan as part of a cost savings initiative. However, prior year contributions will continue to vest and be expensed over the applicable vesting period.

Sovereign sponsors a supplemental executive retirement plan (“SERP”) for its Chief Executive Officer and certain retired executives of Sovereign. Sovereign’s benefit obligation related to its SERP plan was $38.5 million and $63.4 million at December 31, 2007 and 2006, respectively. The primary reason for the decline in our SERP obligations from the prior year is due to a one time payment of $19.6 million to our former CEO who resigned in 2006. Additionally, Sovereign is required to pay $0.5 million per year for life to another recently retired executive officer who resigned in December 2006.

Sovereign’s benefit obligation related to its post-employment plans was $12.9 million and $14.0 million at December 31, 2007 and 2006, respectively. The SERP and the post-employment plans are unfunded plans and are reflected as liabilities on our balance sheet.

Notes to Consolidated Financial Statements

Note 17 — Employee Benefit Plans (Continued)

Sovereign also acquired a pension plan from its acquisition of Independence which has a measurement date of December 1 and has an asset of $8.9 million at December 31, 2007 representing the excess of the pension plans assets of $89.9 million over the plans projected benefit obligation of $81.0 million compared to an asset of $4.1 million at December 31, 2006 representing the excess of the pension plans assets of $88.2 million over the plans projected benefit obligation of $84.1 million. Sovereign does not expect any plan assets to be returned to us in 2008, nor do we expect to contribute any amounts to this plan in 2008. The following tables summarizes the benefit obligation, change in plan assets and components of net periodic pension expense for the plan as of December 31, 2007 and 2006 (in thousands):


	Year ended December 31,
	2007			2006
Change in benefit obligation:
Benefit obligation at beginning of year	$	84,067		$	82,822
Service cost		830			1,557
Interest cost		4,569			4,573
Actuarial gain		(2,035	)		(919	)
Annuity payments		(4,154	)		(3,567	)
Settlements		(45	)		(400	)
Curtailments		(2,238	)		—

Projected benefit obligation at year end	$	80,994		$	84,066


Change in plan assets:
Fair value at beginning of year	$	88,190		$	81,815
Actual return on plan assets		5,894			10,342
Employer contributions		—			—
Annuity payments		(4,154	)		(3,567	)
Settlements		(45	)		(400	)

Fair value at year end	$	89,885		$	88,190


Components of net periodic pension expense:
Service cost	$	830		$	1,557
Interest cost		4,569			4,573
Expected Return on plan assets		(7,889	)		(7,287	)
Amortization of prior period service benefit		—			(345	)
Amortization of unrecognized actuarial loss		—			527

Net periodic pension expense	$	(2,490	)	$	(975	)

The assumptions utilized to calculate the projected benefit obligation and net periodic pension expense at December 31, 2007 and 2006 were:


	2007			2006
Discount rate		5.75	%		5.50	%
Expected long-term return on plan assets		9.00	%		9.00	%
Salary increase rate		3.00	%		3.00	%

The following table sets forth the expected benefit payments to be paid in future years:


2008	$	4,353
2009		4,380
2010		4,429
2011		4,545
2012		4,733
2013 to 2017		26,098

Total	$	48,538

On December 31, 2006 the Company adopted the recognition and disclosure provisions of Statement 158. Statement 158 required the Company to recognize the funded status of its post-retirement plan in the December 31, 2006 statement of financial position, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses, unrecognized prior service costs, and unrecognized transition obligation remaining from the initial adoption of Statement 87 all of which were previously netted against the plan’s funded status in the Company’s statement of financial position pursuant to the provisions of Statement 87. These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods will be recognized as a component of other comprehensive income. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in accumulated other comprehensive income at adoption of Statement 158.

Notes to Consolidated Financial Statements

Note 18 — Income Taxes (Continued)

The tax effects of temporary differences that give rise to the deferred tax assets and deferred tax liabilities are presented below (in thousands):


	AT DECEMBER 31,
	2007		2006
Deferred tax assets:
Allowance for loan losses	$	256,369	$	167,502
Unrealized loss on available for sale portfolio		82,517		—
Unrealized loss on derivatives		73,196		7,677
Net operating loss carry forwards		592		708
Non-solicitation payments		58,206		65,967
Employee benefits		51,831		53,010
General Business credit carry forwards		92,727		77,228
Foreign tax credit carry forwards		50,417		39,131
Broker commissions paid on originated mortgage loans		34,653		37,026
Loss on loans held for sale		—		91,688
Capital loss on loans sold		129,123		—
Deferred interest expense		50,483		35,700
Other		201,835		162,466


Total gross deferred tax assets		1,081,949		738,103


Deferred tax liabilities:
Purchase accounting adjustments		62,443		113,977
Deferred income		25,397		44,046
Originated mortgage servicing rights		55,277		38,959
Unrealized gain on available for sale portfolio		—		20,756
Depreciation and amortization		101,812		65,849
Other		120,136		83,672


Total gross deferred tax liabilities		365,065		367,259


Net deferred tax asset	$	716,884	$	370,844

As discussed in Note 4, Sovereign incurred a non-deductible goodwill charge of $1.6 billion in 2007 which caused us to be in a cumulative pre-tax loss position for the past three years. Absent the goodwill charge in 2007, Sovereign would have recorded pre-tax earnings of $168 million in 2007 and Sovereign had pre-tax earnings in both 2006 and 2005. We considered this cumulative loss for book purposes and concluded that our deferred tax assets were more likely than not to be realized and accordingly no valuation allowance was required due to the fact that our goodwill impairment charge is not anticipated to impact future earning levels to a point that would call into question the realizability of our deferred tax assets.

At December 31, 2007, Sovereign had net unrecognized tax benefit reserves related to uncertain tax positions of $73.9 million. Of this amount, approximately $10.6 million related to reserves established for uncertain tax positions from the acquisition of Independence. Any adjustments to these reserves in future periods will be adjusted through goodwill. The remaining balance of $63.3 million represents the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


	(in thousands)
Gross unrecognized tax benefits at January 1, 2007	$	81,542
Additions based on tax positions related to the current year		9,196
Adjustments related to unrecognized tax benefits associated with business combinations		(140	)
Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations		(3,137	)

Gross unrecognized tax benefits at December 31, 2007		87,461
Less: Federal, state and local income tax benefits		(13,609	)

Net unrecognized tax benefits at December 31, 2007		73,852
Less: Unrecognized tax benefits included above that relate to acquired entities that would impact goodwill if recognized		(10,568	)

Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of December 31, 2007	$	63,284

Sovereign recognizes penalties and interest accrued related to unrecognized tax benefits within income tax expense on the Consolidated Statement of Operations. During 2007, 2006 and 2005, Sovereign recognized approximately $2.8 million, $1.7 million and $0.8 million, respectively, in interest and penalties. Included in gross unrecognized tax benefits at December 31, 2007 was approximately $7.2 million for the payment of interest and penalties at December 31, 2007.

Notes to Consolidated Financial Statements

Note 18 — Income Taxes (Continued)

At December 31, 2007, the Company has net operating loss carry forwards of $0.6 million, net of tax, which may be offset against future taxable income. If not utilized in future years, it would expire in 2013. Sovereign also has tax credit carry-forwards of $92.7 million, net of tax, which may be offset against future taxable income. If not utilized in future years, $33.8 million will expire in December 2026 and the remaining $58.9 million will expire in December 2027. Sovereign also has foreign tax credit carry-forwards of $50.4 million, net of tax, which may be offset against future taxable income. If not utilized in future years, it will expire in December 2016. The Company also has capital loss carryforwards of $368.9 million, net of tax, which will expire in 2012. The Company has concluded that it is more likely than not that all of the deferred tax assets related to these items will be realized. The Company has not recognized a deferred tax liability of $46.4 million related to earnings that are considered permanently reinvested in a consolidated foreign special purpose entity related to the indirect automobile loan securitization (see Note 12).

Sovereign is subject to the income tax laws of the U.S., its states and municipalities and certain foreign countries. These tax laws are complex and are potentially subject to different interpretations by the taxpayer and the relevant Governmental taxing authorities. In establishing a provision for income tax expense, the Company must make judgments and interpretations about the application of these inherently complex tax laws.

Actual income taxes paid may vary from estimates depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. Sovereign reviews its tax balances quarterly and as new information becomes available, the balances are adjusted, as appropriate. The Company is subject to ongoing tax examinations and assessments in various jurisdictions. The Internal Revenue Service (the “IRS”) is currently examining the Company’s federal income tax returns for the years 2002 through 2005. The Company anticipates that the IRS will complete this review in 2008. Included in this examination cycle are two separate financing transactions with an international bank, totaling $1.2 billion which are discussed in Note 12. As a result of these transactions, Sovereign was subject to foreign taxes of $154.0 million during the years 2003 through 2005 and claimed a corresponding foreign tax credit for foreign taxes paid during those years. In 2006 and 2007, Sovereign accrued an additional $87.6 million and $22.9 million, respectively of foreign taxes from this financing transaction and claimed a corresponding foreign tax credit. It is possible that the IRS may challenge the Company’s ability to claim these foreign tax credits and could disallow the credits and assess interest and penalties related for this transaction. Sovereign believes that it is entitled to claim these foreign tax credits and also believes that its recorded tax reserves for this position of $56.9 million adequately provides for any liabilities to the IRS related to foreign tax credits and other tax assessments. However, the completion of the IRS review and their conclusion on Sovereign’s tax positions included in the tax returns for 2002 through 2005 could result in an adjustment to the tax balances and reserves that have been recorded and may materially affect Sovereign’s income tax provision in future periods.

Note 19 — Commitments and Contingencies

Financial Instruments. Sovereign is a party to financial instruments in the normal course of business, including instruments with off-balance sheet exposure, 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 may 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.

The following schedule summarizes Sovereign’s off-balance sheet financial instruments (in thousands):


	CONTRACT OR NOTIONAL
	AMOUNT AT DECEMBER 31,
	2007		2006

Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	20,998,851	$	18,042,931
Standby letters of credit		2,980,472		3,788,018
Loans sold with recourse		269,396		220,724
Forward buy commitments		762,499		597,202

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Sovereign evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral required is based on management’s evaluation of the credit of the counterparty. Collateral usually consists of real estate but may include securities, accounts receivable, inventory and property, plant and equipment.

Sovereign’s standby letters of credit meet the definition of a guarantee under FASB Interpretation No. 45, “Guarantor’s accounting and disclosure requirements for guarantees, including indirect guarantees of indebtedness of others.” 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 3.6 years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending a loan 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 customers’ business assets. The maximum undiscounted exposure related to these commitments at December 31, 2007 was $3.0 billion, and the approximate value of the underlying collateral upon liquidation that would be expected to cover this maximum potential exposure was $2.4 billion. Substantially all the fees related to standby letters of credits are deferred and are immaterial to Sovereign’s financial position. We believe that the utilization rate of these standby letters of credit will continue to be substantially less than the amount of these commitments, as has been our experience to date.

Loans sold with recourse primarily represent single-family residential loans and multifamily loans. These are seasoned loans and historical loss experience has been minimal.

Notes to Consolidated Financial Statements

Note 19 — Commitments and Contingencies (Continued)

Sovereign’s forward buy commitments primarily represent commitments to purchase loans, investment securities and derivative instruments for our customers.

Sovereign has entered into risk participation agreements that provide for the assumption of credit and market risk by Sovereign for the benefit of one party in a derivative transaction upon the occurrence of an event of default by the other party to the transaction. Sovereign’s participation in risk participation agreements has been in conjunction with its participation in an underlying credit agreement led by another financial institution. The term of the performance guarantee will typically match the term of the underlying credit and derivative agreements, which range from 3 to 10 years for transactions outstanding as of December 31, 2007. Sovereign estimates the maximum undiscounted exposure on these agreements at $35.5 million and the total carrying value of liabilities associated with these commitments was $0.6 million at December 31, 2007.

Litigation. Sovereign is not involved in any pending material legal proceeding other than routine litigation occurring in the ordinary course of business. Sovereign does not expect that any amounts that it may be required to pay in connection with these matters would have a material adverse effect on its financial position.

Leases. Sovereign is committed under various non-cancelable operating leases relating to branch facilities having initial or remaining terms in excess of one year. Future minimum annual rentals under non-cancelable operating leases, net of sublease income, at December 31, 2007, are summarized as follows (in thousands):


	AT DECEMBER 31, 2007
	Future Minimum
	Lease		Sublease			Net
	Payments		Income			Payments
2008	$	98,767	$	(12,224	)	$	86,543
2009		91,785		(9,627	)		82,158
2010		84,320		(8,529	)		75,791
2011		78,390		(7,830	)		70,560
2012		78,767		(6,571	)		72,196
Thereafter		383,675		(10,150	)		373,525


Total	$	815,704	$	(54,931	)	$	760,773

Sovereign recorded rental expenses of $117.7 million, $105.5 million and $89.8 million, net of $17.5 million, $16.9 million and $14.0 million of sublease income, in 2007, 2006, and 2005, respectively.

Notes to Consolidated Financial Statements

Note 20 — Fair Value of Financial Instruments

The following table presents disclosures about the fair value of financial instruments as defined by SFAS No. 107, “Fair Value of Financial Instruments.” These fair values for certain instruments are presented based upon subjective estimates of relevant market conditions at a specific point in time and information about each financial instrument. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These techniques involve uncertainties resulting in variability in estimates affected by changes in assumptions and risks of the financial instruments at a certain point in time. Therefore, the derived fair value estimates presented below for certain instruments cannot be substantiated by comparison to independent markets. In addition, the fair values do not reflect any premium or discount that could result from offering for sale at one time an entity’s entire holdings of a particular financial instrument nor does it reflect potential taxes and the expenses that would be incurred in an actual sale or settlement.

Accordingly, the aggregate fair value amounts presented below do not represent the underlying value of Sovereign (in thousands):


	AT DECEMBER 31,
	2007						2006
	Carrying						Carrying
	Value			Fair Value			Value			Fair Value
Financial Assets:
Cash and amounts due from depository institutions	$	3,130,770		$	3,130,770		$	1,804,117		$	1,804,117
Investment securities:
Available for sale		13,941,847			13,941,847			13,874,628			13,874,628
Other investments		1,200,545			1,200,545			1,003,012			1,003,012
Loans held for investment, net		56,522,575			57,215,194			54,505,645			54,364,599
Loans held for sale		547,760			547,760			7,611,921			7,611,921
Mortgage servicing rights		162,623			172,917			139,669			145,339
Mortgage banking forward commitments		(4,711	)		(4,711	)		304			304
Mortgage interest rate lock commitments		2,085			2,085			(11	)		(11	)
Financial Liabilities:
Deposits		49,915,905			48,779,402			52,384,554			50,288,880
Borrowings and other debt obligations		26,126,082			26,508,385			26,849,717			27,410,954
Interest rate derivative instruments		179,658			179,658			19,173			19,173
Precious metal forward settlement arrangements		(34,234	)		(34,234	)		12,039			12,039
Precious metal forward sale agreements		35,247			35,247			(11,763	)		(11,763	)
Unrecognized Financial Instruments:⁽¹⁾
Commitments to extend credit		166,226			166,093			149,645			149,525


(1)		The amounts shown under “carrying value” represent accruals or deferred income arising from those unrecognized financial instruments.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and amounts due from depository institutions and interest-earning deposits. For these short-term instruments, the carrying amount equals the fair value.

Investment securities available for sale. The fair value of investment securities available for sale are based on a third party pricing service which utilizes matrix pricing on securities who actively trade in the marketplace. For investment securities that do not actively trade in the marketplace, (primarily our collateralized debt obligations and our preferred stock in FNMA and FHLMC) fair value is obtained from third party broker quotes. In accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” changes in fair value are reflected in the carrying value of the asset and are shown as a separate component of stockholders’ equity.

Loans. Fair value is estimated by discounting cash flows using estimated market discount rates at which similar loans would be made to borrowers and reflect similar credit ratings and interest rate risk for the same remaining maturities.

Mortgage servicing rights. The fair value of mortgage servicing rights are estimated using internal cash flow models. For additional discussion see Note 8.

Mortgage interest rate lock commitments. Fair value is estimated based on a net present value analysis of the anticipated cash flows associated with the rate lock commitments.

Deposits. The fair value of deposits with no stated maturity, such as non-interest bearing demand deposits, NOW accounts, savings accounts and certain money market accounts, is equal to the amount payable on demand as of the balance sheet date. The fair value of fixed-maturity certificates of deposit is estimated by discounting cash flows using currently offered rates for deposits of similar remaining maturities.

Borrowings and other debt obligations. Fair value is estimated by discounting cash flows using rates currently available to Sovereign for other borrowings with similar terms and remaining maturities. Certain other debt obligations instruments are valued using available market quotes.

Notes to Consolidated Financial Statements

Note 20 — Fair Value of Financial Instruments (Continued)

Commitments to extend credit. The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counter parties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.

Precious metals customer forward settlement arrangements and precious metals forward sale agreements. The fair value of these contracts is based on the price of the metals based on published sources, taking into account when appropriate, the current credit worthiness of the counterparties.

Interest rate derivative instruments. The fair value of interest rate swaps, caps and floors that represent the estimated amount Sovereign would receive or pay to terminate the contracts or agreements, taking into account current interest rates and when appropriate, the current creditworthiness of the counterparties are obtained from dealer quotes.

Note 21 — Derivative Instruments and Hedging Activities

Sovereign uses derivative instruments as part of its interest rate risk management process to manage risk associated with its financial assets and liabilities, its mortgage banking activities, and to assist its commercial banking customers with their risk management strategies and for certain other market exposures.

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, and/or assets and on probable future cash outflows. These instruments primarily include interest rate swaps that have underlying interest rates based on key benchmark indices. Note 1 provides a summary of our accounting policy for derivative instruments in the financial statements. The Company designates derivative instruments used to manage interest rate risk into SFAS No. 133 hedge relationships with the specific assets, liabilities, or forecasted cash flows.

Our derivative transactions encompass credit risk to the extent that a counterparty to a derivative contract with which Sovereign has an unrealized gain fails to perform according to the terms of the agreement. Credit risk is managed by limiting the aggregate amount of net unrealized gains in agreements outstanding, monitoring the size and the maturity structure of the derivative portfolio, applying uniform credit standards maintained for all activities with credit risk, and collateralizing gains.

Fair Value Hedges. Sovereign has entered into pay-variable, receive-fixed interest rate swaps to hedge changes in fair values of certain brokered certificate of deposits and certain debt obligations. For the year ended December 31, 2007 and 2006, respectively, hedge ineffectiveness of $0.9 million and $1.8 million was recorded as a reduction to miscellaneous general and administrative expense associated with fair value hedges.

During the second quarter of 2006, Sovereign terminated certain derivative positions that were previously designated as fair value hedges against $500 million of subordinated notes maturing in March 2013. The $41.3 million basis adjustment is being amortized under the effective yield method over the remaining term of the debt.

During the fourth quarter of 2005, Sovereign terminated $211.3 million of receive fixed-pay variable interest rate swaps that were hedging the fair value of $211.3 million of junior subordinated debentures due to capital trust entities. The fair value adjustment to the basis of the debt was $11.6 million at the date of termination. Sovereign had utilized the short-cut method of assessing hedge effectiveness under SFAS No. 133 when this hedge was in place. On July 21, 2006, in connection with the SEC’s review of the Company’s filings, it was determined that this hedge did not qualify for the short-cut method due to the fact that the junior subordinated debentures contained an interest deferral feature. As a result, Sovereign recorded a pretax charge of $11.4 million in the second quarter of 2006 to write-off the remaining fair value adjustment. This charge was recorded within other expenses on Sovereign’s consolidated statement of operations as losses from economic hedges.

Cash Flow Hedges. Sovereign hedges exposure 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. The last of the hedges is scheduled to expire in January 2016. Sovereign includes all components of each derivatives gain or loss in the assessment of hedge effectiveness. For the years ended December 31, 2007 and 2006, no hedge ineffectiveness was recognized in earnings associated with cash flow hedges. During the first quarter of 2007, Sovereign terminated $3.2 billion of pay-fixed interest rate swaps that were hedging the future cash flows on $3.2 billion of borrowings, resulting in a net after-tax gain of $1.6 million. The gain will continue to be deferred in accumulated other comprehensive income (AOCI) and will be reclassified into interest expense as the future cash flows occur, unless it becomes probable that the forecasted interest payments originally hedged will not occur, in which case the losses in AOCI will be recognized immediately. Sovereign has $28.9 million of deferred after tax losses on terminated derivative instruments that were hedging the future cash flows on certain borrowings. These losses will continue to be deferred in accumulated other comprehensive income and will be reclassified into interest expense as the future cash flows occur, unless it becomes probable that the forecasted interest payments will not occur. As of December 31, 2007, Sovereign expects approximately $87.8 million of the deferred net after-tax loss on derivative instruments included in accumulated other comprehensive income will be reclassified to earnings during the next 12 months. See Note 24 for further detail of the amounts included in accumulated other comprehensive income.

Other Derivative Activities. Sovereign’s derivative portfolio also includes derivative instruments not designated in SFAS 133 hedge relationships. Those derivatives include mortgage banking interest rate lock commitments and forward sale commitments used for risk management purposes, and derivatives executed with commercial banking customers, primarily interest rate swaps and foreign exchange futures, to facilitate customer risk management strategies. The Company also enters into precious metals customer forward agreements and forward sale agreements.

Notes to Consolidated Financial Statements

Note 21 — Derivative Instruments and Hedging Activities (Continued)

The following financial statement line items were impacted by Sovereign’s derivative activity as of, and for the twelve months ended, December 31, 2007:


	Balance Sheet Effect	Income Statement Effect For
	at	The Twelve Months Ended
Derivative Activity	December 31, 2007	December 31, 2007
Fair value hedges:
Receive fixed-pay variable interest rate swaps	Decrease to CDs of $1.8 million and an increase to other assets and other liabilities of $0.4 million and $2.2 million, respectively.	Resulted in a decrease of net interest income of $10.5 million.

Cash flow hedges:
Pay fixed-receive floating interest rate swaps	Increase to other liabilities and deferred taxes of $214.5 million and $75.1 million, respectively and a decrease to stockholders’ equity of $139.5 million.	Resulted in an increase in net interest income of $19.0 million.

Forward commitments to sell loans	Increase to other liabilities of $4.7 million.	Decrease to mortgage banking revenues of $5.0 million.

Interest rate lock commitments	Increase to mortgage loans of $2.1 million.	Increase to mortgage banking revenues of $2.1 million.

Net customer related hedges	Increase to other assets of $34.8 million.	Decrease in capital markets revenue of $7.3 million.

Forward commitments to sell precious metals inventory	Increase to other liabilities of $1.0 million.	Decrease to commercial banking revenues of $1.3 million.

Foreign Exchange	Increase to other assets of $1.9 million.	Increase in commercial banking revenue of $1.7 million.

The following financial statement line items were impacted by Sovereign’s derivative activity as of, and for the twelve months ended December 31, 2006:


	Balance Sheet Effect	Income Statement Effect For
	at	The Twelve Months Ended
Derivative Activity	December 31, 2006	December 31, 2006
Fair value hedges:
Receive fixed-pay variable interest rate swaps	Decrease to CDs of $22.8 million and an increase to other liabilities of $22.8 million.	Resulted in a decrease of net interest income of $18.2 million.

Cash flow hedges:

Pay fixed-receive floating interest rate swaps	Increase to other assets, other liabilities, and a decrease to deferred taxes of $19.2 million, $45.8 million, and $9.3 million, respectively, and a decrease to stockholders’ equity of $17.3 million.	Resulted in an increase in net interest income of $29.6 million.

Forward commitments to sell loans	Increase to other assets of $0.3 million.	Increase to mortgage banking revenues of $0.8 million.

Interest rate lock commitments	Decrease to mortgage loans of $11 thousand.	Decrease to mortgage banking revenues of $0.5 million.

Net customer related hedges	Increase to other assets of $30.3 million.	Increase in capital markets revenue of $7.9 million.

Forward commitments to sell precious metals inventory	Increase to other assets of $0.3 million.	Increase to commercial banking revenues of $1.8 million.

Foreign Exchange	Increase to other liabilities of $90 thousand.	Decrease in commercial banking revenue of $0.8 million.

Net interest income resulting from interest rate exchange agreements included $433.0 million of income and $445.2 million of expense for 2007, $356.9 million of income and $367.6 million of expense for 2006, and $123.5 million of income and $132.8 million of expense for 2005.

100

Notes to Consolidated Financial Statements

Note 22 — Interests that Continue to be Held by Sovereign in Asset Securitizations

During the second quarter of 2007, Sovereign executed a commercial mortgage backed securitization which consisted of approximately $687.7 million of multi-family loans and $327.0 million of commercial real estate loans. Sovereign retained certain subordinated certificates issued in connection with the securitization which were valued in the market place at approximately $15.6 million as well as certain servicing responsibilities for the assets that were sold. In connection with this transaction, Sovereign recorded a pretax gain of $10.5 million in 2007, which is included in mortgage banking revenues. This gain was determined based on the carrying amount of the loans sold, including any related allowance for loan loss, and was allocated to the loans sold and the retained interests based on their relative fair values at the sale date. The value of the retained subordinated certificates is subject to credit and prepayment risk. In accordance with SFAS No. 140, the subordinated certificates are classified in investments available for sale on our Consolidated Balance Sheet. The investors have no recourse to the Company’s other assets, other than the retained subordinated certificates, to serve as additional collateral to protect their interests in the securitization.

During the third quarter of 2006, Sovereign securitized $900 million of automotive floor plan loans under a three-year revolving term securitization. Sovereign retained servicing responsibilities for the loans and maintained other retained interests in the securitized loans. These retained interests include an interest-only strip, a cash reserve account and a subordinated note. The Company estimated the fair value of these retained interests by determining the present value of the expected future cash flows using modeling techniques that incorporate management’s best estimates of key assumptions, including prepayment speeds, credit losses and discount rates. The investors and the trusts have no recourse to the Company’s assets, other than the retained interests, if the off-balance sheet loans are not paid when due. Sovereign receives annual contractual servicing fees of 1% for servicing the securitized loans. However, no servicing asset or liability was recorded for these rights since the contractual servicing fee represents adequate compensation for these types of loans.

In connection with the $900 million securitization, Sovereign recorded a gain of $0.8 million, which is included in commercial banking revenues. This gain was determined based on the carrying amount of the loans sold, including any related allowance for loan loss, and was allocated to the loans sold and the retained interests, based on their relative fair values at the sale date. The transaction costs involved in this securitization are being amortized over the three year revolving period in accordance with SFAS No. 140.

The types of assets underlying securitizations for which Sovereign owns and continues to own a retained interest and the related balances and delinquencies at December 31, 2007 and 2006, and the net credit losses for the year ended December 31, 2007 and 2006, are as follows (in thousands):

2007

Principal

Total

90 Days

Net Credit

Principal

Past Due

Losses

Mortgage Loans

13,397,822

130,101

7,498

Home Equity Loans and Lines of Credit

6,300,558

88,848

11,063

Commercial Real Estate and Multi-family Loans

17,526,885

57,623

15,540

Automotive Floor Plan Loans

1,255,729

—

335

Total Owned and Securitized

38,480,994

276,572

34,436

Less:

Securitized Mortgage Loans

56,629

638

Securitized Home Equity Loans

103,410

15,764

2,915

Securitized Commercial Real Estate and Multi-family Loans

973,601

—

Securitized Automotive Floor Plan Loans

855,000

—

335

Total Securitized Loans

1,988,640

16,402

3,280

Net Loans

36,492,354

260,170

31,156


	2006
			Principal
	Total		90 Days		Net Credit
	Principal		Past Due		Losses
Mortgage Loans	$	17,480,841	$	101,448	$	8,782
Home Equity Loans and Lines of Credit		9,574,735		125,253		448,526	(1)
Automotive Floor Plan Loans		1,389,164		—		—

Total Owned and Securitized	$	28,444,740	$	226,701	$	457,308


Less:
Securitized Mortgage Loans		76,111		383		17
Securitized Home Equity Loans		131,175		14,907		3,322
Securitized Automotive Floor Plan Loans		855,000		—		—

Total Securitized Loans		1,062,286		15,290		3,339

Net Loans	$	27,382,454	$	211,411	$	453,969


(1)		Includes previously mentioned charge of $382.5 million related to correspondent home equity loans classified as held for sale at December 31, 2006.

101

Notes to Consolidated Financial Statements

Note 22 — Interests that Continue to be Held by Sovereign in Asset Securitizations (Continued)

At December 31, 2007 and 2006, 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 Equity						Commercial
				Loans &			Auto			Loans
	Mortgage			Lines of			Floor			Secured by
	Loans			Credit			Plan Loans			Real Estate			Total
Interests that continue to be held by Sovereign:
Accrued interest receivable	$	—		$	—		$	6,369		$	—		$	6,369
Subordinated interest retained		14,376			—			43,996			11,238			69,610
Servicing rights		532			203			—			—			735
Interest only strips		—			6,690			1,010			—			7,700
Cash reserve		—			—			4,381			—			4,381


Total Interests that continue to be held by Sovereign	$	14,908		$	6,893		$	55,756		$	11,238		$	88,795


As of December 31, 2007
Weighted-average life (in yrs)		0.20			1.54			0.33			9.47
Prepayment speed assumption (annual rate)
As of December 31, 2007		40	%		17	%		49	%		10	%
As of December 31, 2006		40	%		19	%		46	%		N/A
As of the date of the securitization		40	%		22	%		50	%		10	%
Impact on fair value of 10% adverse change	$	—		$	(175	)	$	(5	)	$	—
Impact on fair value of 20% adverse change	$	—		$	(265	)	$	(38	)	$	—

Expected credit losses (Cumulative rate for all except for Auto Floor Plan Loans which is an annual rate)
As of December 31, 2007		.12	%		5.25	%		.25	%		.50	%
As of December 31, 2006		.12	%		1.95	%		.25	%		N/A
As of the date of the securitization		.12	%		0.75	%		.25	%		.50	%
Impact on fair value of 10% adverse change	$	(1	)	$	(355	)	$	(37	)	$	(118	)
Impact on fair value of 20% adverse change	$	(2	)	$	(364	)	$	(75	)	$	(235	)

Residual cash flows discount rate (annual)
As of December 31, 2007		9	%		12	%		8	%		17	%
As of December 31, 2006		9	%		12	%		8	%		N/A
As of the date of the securitization		9	%		12	%		8	%		12	%
Impact on fair value of 10% adverse change	$	(1	)	$	(210	)	$	(94	)	$	(200	)
Impact on fair value of 20% adverse change	$	(3	)	$	(254	)	$	(188	)	$	(394	)

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.

Sovereign enters into partnerships, which are variable interest entities under FIN 46, with real estate developers for the construction and development of low-income housing. The partnerships are structured with the real estate developer as the general partner and Sovereign as the limited partner. We are not the primary beneficiary of these variable interest entities. Our risk of loss is limited to our investment in the partnerships, which totaled $160.4 million at December 31, 2007 and any future cash obligations that Sovereign is committed to the partnerships. Future cash obligations related to these partnerships totaled $33.3 million at December 31, 2007. Our investments in these partnerships are accounted for under the equity method.

103

Notes to Consolidated Financial Statements

Note 23 — (Loss)/Earnings Per Share

The following table presents the computation of (loss)/earnings per share based on the provisions of SFAS No.128 for the years indicated (in thousands, except per share data):


	YEAR ENDED DECEMBER 31,
	2007			2006		2005
Calculation of (loss)/income for EPS:
Net (Loss)/Income as reported and for basic EPS	$	(1,349,262	)	$	136,911	$	676,160
Less preferred dividend		14,600			7,908		—

Net (loss)/income available to common stockholders		(1,363,862	)		129,003		676,160
Contingently convertible trust preferred interest expense, net of tax		—			—		25,427


Net (loss)/income for diluted EPS available to common stockholders	$	(1,363,862	)	$	129,003	$	701,587


Calculation of shares:
Weighted average basic shares		478,726			433,908		381,838
Dilutive effect of:
Warrants		—			—		—
Stock-based compensation		—			—		6,761
Warrants on contingently convertible debt		—			—		27,397


Weighted average fully diluted shares		478,726			433,908		415,996


(Loss)/Earnings per share ⁽¹⁾:
Basic	$	(2.85	)	$	0.30	$	1.77
Diluted	$	(2.85	)	$	0.30	$	1.69

At December 31, 2007 and 2006, Sovereign excluded the after-tax add back of the contingently convertible trust preferred interest expense and the conversion of warrants and equity awards since the result would have been anti-dilutive.


(1)		Prior period earnings per share have been restated to reflect the 5% stock dividend paid to shareholders of record on June 15, 2006.

Note 24 — Comprehensive (Loss)/Income

The following table presents the components of comprehensive (loss)/income, net of related tax, based on the provisions of SFAS No. 130 for the years indicated (in thousands):


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Net (loss)/income	$	(1,349,262	)	$	136,911		$	676,160

Net unrealized gain/(loss) on derivative instruments for the period		(121,056	)		(29,403	)		12,105
Net unrealized gain/(loss) on investment securities available-for-sale for the period		(306,413	)		(7,633	)		(79,249	)
Add unrealized loss resulting from HTM to AFS reclass, net of tax		—			(25,625	)		—
Less reclassification adjustments:
Derivative instruments		(9,556	)		(12,049	)		(12,051	)
Pension plans		(1,908	)		—			—
Investments available for sale		(114,618	)		(202,775	)		7,613


Net unrealized gain/(loss) recognized in other comprehensive income		(301,387	)		152,163			(62,706	)


Comprehensive (loss)/income	$	(1,650,649	)	$	289,074		$	613,454

Accumulated other comprehensive (loss)/income, net of related tax, consisted of net unrealized losses on securities of $153.5 million, net accumulated losses on unfunded pension liabilities of $4.2 million and net accumulated losses on derivatives of $168.4 million at December 31, 2007, compared to net unrealized gains on securities of $38.3 million, net accumulated losses on unfunded pension liabilities of $6.1 million and net accumulated losses on derivatives of $56.9 million at December 31, 2006.

104

Notes to Consolidated Financial Statements

Note 25 — Parent Company Financial Information

Condensed financial information for Sovereign Bancorp, Inc. is as follows (in thousands):

BALANCE SHEET


	AT DECEMBER 31,
	2007		2006
Assets
Cash and due from banks	$	11,504	$	16,526
Available for sale investment securities		46,998		55,426
Loans to non-bank subsidiaries		276,963		—
Investment in subsidiaries:
Bank subsidiary		5,316,751		6,833,626
Non-bank subsidiaries		3,473,494		3,707,705
Other assets		292,074		304,711


Total Assets	$	9,417,784	$	10,917,994


Liabilities and Stockholders’ Equity
Borrowings:
Borrowings and other debt obligations	$	2,231,152	$	2,033,664
Borrowings from non-bank subsidiaries		91,669		118,034
Other liabilities		102,638		121,897


Total liabilities		2,425,459		2,273,595


Stockholders’ Equity		6,992,325		8,644,399


Total Liabilities and Stockholders’ Equity	$	9,417,784	$	10,917,994

STATEMENT OF OPERATIONS


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Dividends from Bank subsidiary	$	194,018		$	600,000		$	750,000
Dividends from non-bank subsidiaries		7,664			57,896			—
Interest income		18,874			12,240			6,375
Other income		567			259			139


Total income		221,123			670,395			756,514


Interest expense		158,366			145,264			99,675
Other expense		50,637			92,010			50,205


Total expense		209,003			237,274			149,880


Income/(loss) before income taxes and equity in earnings of subsidiaries		12,120			433,121			606,634
Income tax benefit		(89,247	)		(98,073	)		(83,674	)


Income before equity in earnings of subsidiaries		101,367			531,194			690,308
Dividends in excess of current year earnings:
Bank subsidiary		(1,434,026	)		(363,473	)		(22,647	)
Non-bank subsidiaries		(16,603	)		(30,810	)		—
Equity in undistributed earnings/(loss) of:
Bank subsidiary		—			—			—
Non-bank subsidiaries		—			—			8,499


Net (loss)/income	$	(1,349,262	)	$	136,911		$	676,160

105

Notes to Consolidated Financial Statements

Note 25 — Parent Company Financial Information (Continued)

STATEMENT OF CASH FLOWS


	YEAR ENDED DECEMBER 31,
	2007			2006			2005
Cash Flows from Operating Activities:
Net income/(loss)	$	(1,349,262	)	$	136,911		$	676,160
Adjustments to reconcile net income to net cash provided by operating activities:
Undistributed (earnings)/loss of:
Bank subsidiary		—			—			—
Non-bank subsidiaries		—			—			(8,499	)
Dividends in excess of current year earnings:
Bank subsidiary		1,434,026			363,473			22,647
Non-bank subsidiaries		16,603			30,810			—
Loss on retirement borrowings and other debt obligations		7,561			—			—
Loss on economic hedges		—			11,387			—
Stock based compensation expense		28,011			35,475			30,404
Allocation of Employee Stock Ownership Plan		40,119			2,377			2,311
Other, net		19,826			(28,454	)		(42,251	)


Net cash provided by operating activities		196,884			551,979			680,772


Cash Flows from Investing Activities:
Net capital returned from/ (contributed to) subsidiaries		(930	)		212,545			(965,808	)
Net increase in loans to subsidiaries		(276,963	)		—			—
Net cash (paid) received from acquisitions		—			(3,595,673	)		280,210
Net purchases and sales of investment securities		—			—			1,096


Net cash used in investing activities		(277,893	)		(3,383,128	)		(684,502	)


Cash Flows from Financing Activities:
Net change in borrowings:
Repayment of other debt obligations		(377,637	)		(400,000	)		(350,000	)
Net proceeds received from senior notes and senior credit facility		580,000			725,000			797,805
Net change in borrowings from non-bank subsidiaries		(26,365	)		(131	)		3,196
Sale (acquisition) of treasury stock		5,624			400,612			(470,215	)
Cash dividends paid to preferred stockholders		(14,600	)		(7,908	)		—
Cash dividends paid to common stockholders		(153,236	)		(126,105	)		(61,017	)
Sale of unallocated ESOP shares		26,574			—			—
Net proceeds from the issuance of preferred stock		—			195,445			—
Net proceeds from issuance of common stock		35,627			2,043,009			33,383


Net cash provided by/(used in) financing activities		75,987			2,829,922			(46,848	)


Decrease in cash and cash equivalents		(5,022	)		(1,227	)		(50,578	)
Cash and cash equivalents at beginning of period		16,526			17,753			68,331


Cash and cash equivalents at end of period	$	11,504		$	16,526		$	17,753

106

Notes to Consolidated Financial Statements

Note 26 — Business Segment Information

The Company’s segments are focused principally around the customers Sovereign serves and the geographies in which those customers are located. The Mid-Atlantic Banking Division is comprised of our branch locations in Pennsylvania and Maryland. The New England Banking Division is comprised of our branch locations in Massachusetts, Rhode Island, Connecticut and New Hampshire. The Metro New York Banking Division is comprised of our branch locations in New York and New Jersey. All areas offer a wide range of products and services to customers and each attracts deposits by offering a variety of deposit instruments including demand and NOW accounts, money market and savings accounts, certificates of deposits and retirement savings plans. The Shared Services Consumer segment is primarily comprised of our mortgage banking group, our correspondent home equity business, and our indirect automobile group. The Shared Services Commercial segment provides cash management and capital markets services to Sovereign customers, as well as asset backed lending products, commercial real estate loans, automobile dealer floor plan loans, leases to commercial customers, and small business loans. The Other segment includes earnings from the investment portfolio, interest expense on Sovereign’s borrowings and other debt obligations, minority interest expense, amortization of intangible assets, merger-related and integration 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 allocated to each business line based on a risk profile of their loan portfolio. Previously, this amount was recorded in the Other segment. Prior periods have been reclassified to conform to the current period presentation. 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. 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.

The following tables present certain information regarding the Company’s segments (in thousands):


	DECEMBER 31, 2007
					Metro New
	Mid-Atlantic		New England		York			Shared			Shared
	Banking		Banking		Banking			Services			Services
	Division		Division		Division			Consumer			Commercial			Other (2)			Total

Net interest income (expense)	$	305,771	$	630,419	$	568,570		$	317,019		$	263,189		$	(220,946	)	$	1,864,022
Fees and other income		83,704		169,718		139,622			(79,274	)		119,318			97,663			530,751
Provision for credit losses		31,650		30,162		37,650			233,449			74,781			—			407,692
General and administrative expenses		283,146		477,489		435,278			111,569			149,384			(111,028	)		1,345,838
Depreciation/Amortization		10,319		15,924		28,656			41,576			8,616			161,624			266,715
Income (loss) before income taxes		74,680		292,486		(707,500	)		(761,774	)		158,000			(465,604	)		(1,409,712	)
Intersegment revenues (expense) ⁽¹⁾		188,528		680,092		275,957			(1,081,178	)		(594,834	)		531,435			—
Total Average Assets	$	5,031,970	$	6,612,664	$	11,889,562		$	23,661,740		$	13,111,773		$	23,008,323		$	83,316,032


	DECEMBER 31, 2006
					Metro New
	Mid-Atlantic		New England		York		Shared			Shared
	Banking		Banking		Banking		Services			Services
	Division		Division		Division		Consumer			Commercial			Other (2)			Total

Net interest income (expense)	$	318,565	$	656,493	$	454,083	$	323,801		$	237,447		$	(168,841	)	$	1,821,548
Fees and other income		82,595		168,054		107,905		16,782			148,926			73,274			597,536
Provision for credit losses		11,055		12,659		22,138		411,872			26,737			—			484,461
General and administrative expenses		284,844		490,896		314,175		119,769			138,744			(58,439	)		1,289,989
Depreciation/Amortization		10,923		17,115		16,228		27,585			6,878			142,230			220,959
Income (loss) before income taxes		105,261		320,992		200,247		(207,247	)		220,796			(620,918	)		19,131
Intersegment revenues (expense) ⁽¹⁾		205,583		667,238		251,403		(1,174,514	)		(537,137	)		587,427			—
Total Average Assets	$	4,657,882	$	5,899,065	$	10,719,221	$	26,144,890		$	11,797,996		$	20,276,341		$	79,495,395

107

Notes to Consolidated Financial Statements

Note 26 — Business Segment Information (Continued)


	DECEMBER 31, 2005
					Metro New
	Mid-Atlantic		New England		York		Shared			Shared
	Banking		Banking		Banking		Services			Services
	Division		Division		Division		Consumer			Commercial			Other (2)			Total

Net interest income (expense)	$	329,978	$	664,356	$	252,606	$	337,124		$	236,099		$	(188,074	)	$	1,632,089
Fees and other income		78,792		160,780		50,163		103,105			138,481			59,270			590,591
Provision for credit losses		17,571		8,422		4,717		52,685			6,605			—			90,000
General and administrative expenses		261,770		467,754		144,646		129,920			135,868			(50,754	)		1,089,204
Depreciation/Amortization		10,162		16,264		4,909		31,270			5,840			98,817			167,262
Income (loss) before income taxes		129,533		348,959		153,406		237,220			232,105			(209,103	)		892,120
Intersegment revenues (expense) ⁽¹⁾		200,319		589,440		248,934		(809,135	)		(318,424	)		88,866			—
Total Average Assets	$	4,612,140	$	5,623,854	$	1,716,073	$	21,636,368		$	9,929,938		$	17,213,601		$	60,731,974


(1)		Intersegment revenues (expense) represent charges or credits for funds used or provided by each of the segments and are included in net interest income (expense).

(2)		Included in Other in 2007, 2006 and 2005 were net merger and integration charges of $2.2 million, $42.4 million and $12.7 million, respectively. The 2007, 2006 and 2005 results also include $62.0 million, $78.7 million and $4.0 million of restructuring and other employee severance charges and $(0.5) million, $14.3 million and $5.8 million for proxy and professional costs. The 2007 results also include a non-deductible, non-cash ESOP termination charge of $40.1 million based on the value of its common stock on the date that the ESOP was repaid. See Note 28 for further details.

Goodwill assigned to our reporting units which are equivalent to our reportable segments as of December 31, 2007, 2006 and 2005 were as follows:


	Mid-Atlantic
	Banking		New England		Shared Services		Shared Services
	Division		Banking Division		Consumer		Commercial		Metro New York		Total
Goodwill at December 31,
2007	$	688,188	$	658,006	$	—	$	341,601	$	1,738,451	$	3,426,246
2006	$	688,079	$	658,006	$	634,012	$	341,601	$	2,683,487	$	5,005,185
2005	$	1,156,736	$	657,944	$	559,498	$	342,648	$	—	$	2,716,826

As discussed in Note 3, Sovereign recorded goodwill impairment charges of $943 million and $634 million, respectively in the Metro New York and Shared Services Consumer segments in 2007.

Note 27 — Merger Related and Integration Charges, Net

Following is a summary of amounts charged to earnings related to business combinations (in thousands):


	2007		2006		2005
Merger related and integration charges	$	2,242	$	42,420	$	12,744

In 2007, Sovereign recorded merger-related and integration charges related to the Independence acquisition of $2.2 million for system conversion costs and other expenses.

In 2006, Sovereign recorded merger-related and integration charges related to the Independence acquisition of $42.8 million. Of this amount, $12.9 million was recorded for retail banking conversion costs and other costs, $12.5 million was related to marketing expense, $9.4 million was related to system conversions, $5.7 million was related to retention bonuses and other employee-related costs and $2.3 million was related to branch and office consolidations. There was $0.4 million of merger-related and integration reversals related to prior acquisitions in 2006 based on favorable conversion costs and other merger-related items being lower than amounts initially estimated.

In 2005, Sovereign recorded merger-related and integration charges related to the Waypoint acquisition of $16.7 million. Of this amount, $2.4 million was related to branch and office consolidations, $5.8 million was related to system conversions and $8.5 million was recorded for retail banking conversion costs and other costs. There was $4.0 million of merger-related and integration reversals related to First Essex and Seacoast in 2005 based on favorable conversion costs and other merger-related items being lower than amounts initially estimated.

The status of reserves associated with business acquisitions is summarized in Note 3.

108

Notes to Consolidated Financial Statements

Note 28 — Employee Severance Charges and Other Restructuring Costs

Sovereign’s management completed a comprehensive review of Sovereign’s operating cost structure in the fourth quarter of 2006. As a result of this review, approximately 360 team members were notified in December 2006 that their positions had been eliminated. Additionally, certain members of executive management resigned from the Company during the fourth quarter, including the Company’s Chief Executive Officer. These actions resulted in a $78.7 million charge, which consisted of $63.9 million of severance, and $14.8 million in contract termination and other charges.

During the first quarter of 2007, Sovereign finalized a decision to close or consolidate approximately 40 underperforming branch locations. This action was executed in the second quarter of 2007. As a result, Sovereign incurred charges related to lease obligations of $16 million during the twelve-month period ended December 31, 2007. Sovereign also terminated additional employees in 2007, resulting in severance charges of $13.7 million for the twelve-month period ended December 31, 2007. These charges are included in restructuring, other employee severance and debt extinguishment charges on the consolidated income statement and recorded in the Other segment. A rollforward of the restructuring and severance accrual is summarized below:


	Contract
	termination			Severance			Other			Total
Accrued at December 31, 2005	$	—		$	—		$	—		$	—
Payments		(752	)		(18,017	)		(1,020	)		(19,789	)
Charges recorded in earnings		7,795			63,947			6,926			78,668

Accrued at December 31, 2006	$	7,043		$	45,930		$	5,906		$	58,879
Payments		(13,877	)		(48,472	)		(9,999	)		(72,348	)
Charges recorded in earnings		16,007			13,668			6,093			35,768

Accrued at December 31, 2007	$	9,173		$	11,126		$	2,000		$	22,299

Also included in restructuring, other employee severance and debt extinguishment charges during 2007 was $14.7 million of debt extinguishment charges on the retirement of $2.3 billion asset backed floating rate notes and junior subordinated debentures due to Capital Trust Entities, as well as $11.5 million of fixed asset write-offs related to the closing of the branches mentioned above. Sovereign’s executive management team and Board of Directors elected to freeze the Company’s Employee Stock Ownership Plan (ESOP) in 2007. The debt owed by the ESOP was repaid with the proceeds from the sale of a portion of the unallocated shares held by the ESOP and all remaining shares were allocated to the eligible participants. Sovereign recorded a non-deductible non-cash charge of $40.1 million in connection with this action based on the value of its common stock on the date that the ESOP was repaid.

Note 29 — Related Party Transactions

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, 2006. During the second quarter of 2007, the number of directors at the Bank was reduced from 15 to 12. As a result certain loans that had been previously classified as related party loans are no longer considered as such at December 31, 2007.


Related party loans at December 31, 2006	$	59,777
Loan fundings		9,405
Resignation of executive officers		(1,250	)
Reduction of Sovereign Bank directors		(52,078	)
Loan repayments		(1,891	)

Related party loans at December 31, 2007	$	13,963

The Company is engaged in certain activities with Meridian Capital due to its acquisition of Independence. Meridian Capital is deemed to be a “related party” of the Company as such term in defined in SFAS No. 57 since Sovereign has a 35% minority equity investment in Meridian Capital, which is 65% owned by Meridian Funding, a New-York based mortgage firm. Meridian Capital refers and receives fees from borrowers seeking financing of their multi-family and/or commercial real estate loans to Sovereign as well as to numerous other financial institutions. Sovereign recognized $8.7 million and $5.5 million of income due to its investment in Meridian Capital during 2007 and 2006, respectively. Additionally, substantially all of Sovereign’s multifamily loan originations are obtained via our relationship with Meridian Capital. Sovereign recognized gains on the sale of multifamily loans of $26.2 million in 2007 and $17.8 million in 2006, and our multifamily loan balance at December 31, 2007 and December 31, 2006, totaled $4.2 billion and $5.8 billion, respectively.

As discussed in Note 3, Sovereign raised $2.4 billion of equity by issuing 88.7 million shares to Banco Santander Central Hispano (“Santander”), which makes Santander the largest shareholder and a related party.

In 2006, Santander extended a total of $425 million in unsecured lines of credit to Sovereign Bank for federal funds and Eurodollar borrowings and for the confirmation of standby letters of credit issued by Sovereign Bank. This line is at a market rate and in the ordinary course of business and can be cancelled by either Sovereign or Santander at any time and can be replaced by Sovereign at any time. During 2007 and 2006, the average balance outstanding under these commitments was $228.3 million and $147.4 million. As of December 31, 2007, there was no outstanding balance on the unsecured lines of credit for federal funds and Eurodollar borrowings. Sovereign Bank paid approximately $0.6 million in fees and $0.5 million in interest to Santander in 2007 in connection with these commitments compared to $0.1 million in fees and $4.4 million in interest in the prior year.

Additionally, in May 2006, Santander’s capital markets group received approximately $800,000 in underwriting discounts in connection with Sovereign’s capital markets initiatives to finance the acquisition of Independence. Also, per the terms of our investment agreement with Santander, Sovereign is permitted to have at least three Santander employees on its payroll, and Santander is permitted to have at least three Sovereign employees on its payroll.

109

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of December 31, 2007. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2007.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. The Company’s management, with the participation of the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework, the Company’s management concluded that our internal control over financial reporting was effective as of December 31, 2007.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 and relating to (i) Sovereign’s executive officers is included under Part 1 — Item 4A, (ii) Sovereign’s directors is incorporated herein by reference to the sections captioned “Election of Directors” and “Directors of Sovereign” located in the definitive proxy statement to be used in connection with Sovereign’s 2008 Annual Meeting of Shareholders to be held on May 8, 2008 (the “Proxy Statement”), (iii) compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference to the section captioned “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement, (iv) the procedures by which security holders may recommend nominees to Sovereign’s Board of Directors is incorporated herein by reference to the section captioned “Election of Directors” in the Proxy Statement, (v) the Audit Committee of Sovereign’s Board of Directors and designation of an “audit committee financial expert” is incorporated by reference from the information under the caption “Election of Directors” in the Proxy Statement.

Sovereign has adopted a Code of Conduct and Ethics that applies to all of its directors, officers and employees. Sovereign has also adopted a Code of Ethics for the Chief Executive Officer and Senior Financial Officers (including, the Chief Financial Officer, Chief Accounting Officer and Controller of Sovereign and Sovereign Bank). These documents are available free of charge on the Company’s web site at www.sovereignbank.com.

Item 11. Executive Compensation.

The information required by this Item 11 is incorporated herein by reference to the sections captioned “Compensation Related Matters” and “Election of Directors” in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required by this Item 12 relating to (i) securities authorized for issuance under equity compensation plans is incorporated herein by reference to the section captioned “Compensation Related Matters” in the Proxy Statement and (ii) the security ownership of Sovereign common stock by certain shareholders is incorporated herein by reference to the section captioned “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

In addition, please note the following with respect to the Investment Agreement:

Description of the Investment Agreement with Banco Santander Central Hispano, S.A.

The following summarizes the material terms and conditions of the Investment Agreement, dated October 2005, between Sovereign and Santander. This summary, however, is qualified in its entirety to the complete text of the Investment Agreement (which are filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on October 27, 2005, Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on November 22, 2005 and Exhibit 10.3 to our Current Report on Form 8-K filed with the Commission on June 6, 2006), which is incorporated herein by reference. Please note that capitalized terms used in this section only without definition shall have the meaning ascribed to such term in the Investment Agreement.

In general the Investment Agreement contains a number of important restrictions on both Sovereign and Santander. These provisions include certain standstill provisions that restrict Santander from purchasing securities of Sovereign, making an offer to purchase securities of Sovereign, or taking certain other actions, in each case unless certain conditions are satisfied. The Investment Agreement also imposes certain obligations and restrictions on Sovereign, including restrictions on the ability of Sovereign to solicit any acquisition proposals and on the manner in which Sovereign may respond to unsolicited acquisition proposals and obligations to provide Board representation to Santander. In general, the Investment Agreement divides the post-closing period into three consecutive periods of 24 months, 12 months and 24 months, respectively. The restrictions and obligations of the parties vary depending upon which period is in effect. These restrictions and obligations during each period are summarized below.

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Obligations and Rights During the Term of the Agreement (to May 31, 2011)

Although the Investment Agreement divides the term into three periods (the period from the closing to May 31, 2008 (the “First Standstill Period”); the period from June 1, 2008 through May 31, 2009 (the “Second Standstill Period”); and the period from June 1, 2009 through May 31, 2011 (the “Third Standstill Period”)), there are a number of restrictions and provisions that apply during the entire term of the Agreement, subject to earlier termination in certain events as described below.

Restrictions on Transfers of Shares by Santander: Santander and its affiliates cannot, directly or indirectly, sell, pledge, encumber, transfer or agree to transfer (collectively, “Transfer”) any Voting Securities except in the following limited circumstances:

	•		pursuant to a business combination transaction approved by a majority of Unaffiliated Directors, or a self-tender offer made by Sovereign;

	•		to an Affiliate of Santander that agrees to be bound by the Investment Agreement; or

	•		pursuant to a bona fide pledge to a financial institution.

After the earliest to occur of (a) May 31, 2011, (b) the date Sovereign either accepts or enters into an agreement with respect to an Acquisition Proposal made by any Person other than Santander (or announces an intention to do so), (c) the date Sovereign rejects or fails to accept a 100% Acquisition Proposal from Santander that Santander is permitted to make and that Sovereign is required to accept under the terms of the Investment Agreement, or (d) the date of any breach by Sovereign of certain obligations under the Investment Agreement (such earliest date, the “Sale Restriction Termination Date”), Santander and its affiliates may also Transfer Voting Securities in a widely distributed public offering or as a block to a non-competitor. Specifically, Santander may Transfer their shares:

	•		in a sale to the public (either registered under the Securities Act or pursuant to Rule 144 under the Securities Act) that would not be expected to cause any material disruption in the market for the common stock and minimizes the possibility that any purchaser will become a 5% holder; or

	•		in a sale to a third party other than (x) a deposit-taking institution that holds more than 50% of its aggregate U.S. deposits in states in which Sovereign was operating at the time of the Investment Agreement or (y) a person listed on the prohibited purchaser list (subject to our right of first offer and right of last look (each as described below).

Standstill Restrictions: Santander is prohibited from taking a broad range of actions that could have the effect of changing control of Sovereign or increasing their interest in Sovereign. Specifically, until the earliest to occur of (a) May 31, 2011, (b) the date Sovereign consummates an Acquisition Proposal made by any Person other than Santander, (c) the date Sovereign rejects or fails to accept a 100% Acquisition Proposal from Santander that Santander is permitted to make during any of the Standstill Periods and that Sovereign is required to accept under the terms of the Investment Agreement or (d) the date of any breach by Sovereign of certain obligations under the Investment Agreement (the earliest of such dates is referred to as the “Standstill Restriction Termination Date”), Santander may not:

	•		acquire additional Voting Securities, except as specifically permitted by the Agreement;

	•		make an Acquisition Proposal, except as specifically permitted by the Agreement; or

	•		participate in a Proxy Solicitation.

Thereafter, until Santander owns less than 10% of the outstanding Voting Securities, it may not make an unsolicited tender offer, or other acquisition proposal without the prior consent or invitation of the Board, participate in a proxy solicitation against any action approved by the unaffiliated directors, or fail to vote their shares in favor of the Board’s slate of directors.

The Investment Agreement contains a number of important exceptions to the restrictions on Santander. These restrictions vary depending on which the Standstill Period is in effect. The actions permitted to be taken during each of the Standstill Periods are described below.

Notification, First Look and Match Rights: If at any time Sovereign receives any Acquisition Proposal, any indication that any person is considering making an Acquisition Proposal, or any request for information about Sovereign or access to the business, properties or books and records of Sovereign, Sovereign is required to notify Santander promptly (and in any event within 24 hours) after the receipt of such Acquisition Proposal, indication or request. The notification to Santander is required to be orally and in writing and is required to identify the person making the Acquisition Proposal, indication or request, and the terms and conditions thereof. In addition, Sovereign is required to keep Santander fully informed, on a current basis, of the status and details of any Acquisition Proposal, indication or request.

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If Sovereign notifies Santander of the receipt of an Acquisition Proposal, indication or request, Santander has a 30-day exclusive “first look” right to negotiate an Acquisition Proposal to purchase all of the outstanding shares of Sovereign. During that time, Sovereign may not engage in discussions with the party making the bid or provide them with information. If Santander has not made an Acquisition Proposal to acquire all of the outstanding shares of Sovereign that is at least as favorable as the third party proposal during such 30 day period, then Sovereign may enter into discussions with the third party, provide access to information and enter into an agreement with respect to an Acquisition Proposal, but only concurrently with providing notice to Santander that it intends to take such actions. The notice must include copies of any relevant agreement, agreement in principle, letter of intent or similar document (or a description of the material terms thereof). Before entering into any agreement, agreement in principle or letter of intent, however, Sovereign must provide Santander with a 30-day period to match the third party Acquisition Proposal. If the Santander offer is at least as favorable as the third party proposal, then Sovereign is required to accept the Santander proposal rather than the third party proposal. In no event, however, is Sovereign required to accept any proposal from Santander or a third party during the Second Standstill Period at a price less than $40 per share (as adjusted). Any such Acquisition Proposal from Santander is subject to, among other things, a vote of a majority of the minority shareholders of Sovereign.

Board Representation: For so long as Santander beneficially owns at least 19.8% and not more than 24.9% of the outstanding shares of common stock, Sovereign shall elect representatives of Santander to the Board. The number of directors that Santander is entitled to elect the greater of two and, if the size of the Board is increased, the number of directors that constitutes at least 20% and not more than 25% of the entire Board (based on the current size of the board, Santander is entitled to elect three directors). If Santander owns less than 19.8% and more than 10% of the outstanding shares of common stock, then it will be entitled to elect one director. If Santander owns more than 24.9% and is in compliance with the Agreement, then it will be entitled to elect a number of directors proportionate to its ownership.

Santander shall be entitled to have one of the directors appointed by it elected to serve on each committee of the Board, unless prohibited by law or the rules and regulations of the NYSE. If any such prohibition exists, then Santander shall be entitled to have one of its appointed directors attend all meetings as a non-voting observer.

Further, for so long as it is entitled to elect any directors to the Board, Santander is entitled to have one of its designated directors serve as a director of Sovereign Bank.

Santander is required to appoint the Chief Executive Officer (or any successor Chief Executive Officer) of Sovereign as a director of Santander (provided that the Chief Executive Officer is acceptable to Santander in its sole discretion after good faith consideration). Upon the resignation or removal of any Chief Executive Officer, the Chief Executive Officer shall also resign as a director of Santander. This obligation expires when Santander ceases to owns 10% or more of the outstanding shares of common stock or Sovereign is in breach of its obligations under the Investment Agreement.

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Approval Rights: The affirmative vote of the Board, including at least one of the Santander directors, is required in order to (i) expand the Board to over 12 directors and (ii) amend our bylaws in any manner that would adversely affect Santander and its affiliates.

Certain Actions: In addition to the Board vote described above, Sovereign and the Board agree to take all lawful action necessary to ensure that the Santander receives the benefits to which it is entitled under the Investment Agreement, including, without limitation, modifying our bylaws or other organizational documents.

Voting Arrangements: In addition to any other voting arrangements, so long as Sovereign has not breached any of its obligations regarding Santander’s rights to Board representations, then Santander is required to vote all Voting Securities held by it as directed by the Board with respect to any Acquisition Proposal that is opposed by the Board (other than an Acquisition Proposal made by Santander).

Public announcements:The parties are required to consult with each other before issuing any press release or making any public statement with respect to the Investment Agreement or the transactions contemplated thereby.

Exchange of Management: Until the earlier of (a) termination of the Investment Agreement, (b) the date on which Santander owns less than 10% of the Total Voting Power and (c) a Change in Control of the Company, Sovereign and Santander will each appoint at least one of the other party’s employees to at least one position with direct reporting to the department head within each of its financial control department, internal audit department and risk management department (provided that such individual is not required to be appointed to the most senior position in any such department).

Public Subsidiary Stock: In connection with any Acquisition Proposal by Santander that is approved by the Board, the parties will negotiate in good faith to agree upon a structure that will result in Persons other than the buyer holding equity securities representing approximately 10% of the Voting Power of surviving entity.

Obligations During the First Standstill Period (through May 31, 2008)

In addition to the notice and other obligations that apply during the entire Standstill Period, during the period that began at the closing of the Investment Agreement and will end on May 31, 2008, the 24 month anniversary of the Closing Date, Santander may not make any Acquisition Proposals unless specifically invited to do so by Sovereign (which Sovereign is not required to do) and Sovereign may not solicit any Acquisition Proposal.

Obligations During the Second Standstill Period (June 1, 2008 to May 31, 2009)

During the Second Standstill Period, Santander may make a 100% Acquisition Proposal at any price that is greater than $40 per share of common stock. Upon receipt of such a proposal, Sovereign and Santander shall negotiate on an exclusive basis for a period of 30 days. If Sovereign and Santander reach an agreement with respect to such a proposal (a “Second Period Accepted Acquisition Proposal”), then Sovereign shall take certain steps (including convening a stockholders meeting) and certain conditions must be satisfied (such as a Majority of the Minority Vote) in order to consummate such transaction. If, during such 30-day exclusive period, Sovereign and Santander are not able to reach such an agreement, then Sovereign shall either (x) conduct an appraisal process or (y) conduct a third-party market check. The appraisal shall be conducted initially by two appraisers, one chosen by Santander and one chosen by the Unaffiliated Directors. In the event that the respective appraisals do not differ by more than 10% of the lower appraisal, the appraised value will be the average of the two appraisals. If they differ by more than 10%, then a third appraiser shall be selected and shall independently, without knowledge of the two appraisals, determine the appraised value. If the appraised value of the third appraiser is within the middle third of the range of the two other appraisals, then the appraised value will be the value determined by the third appraiser. If it is outside that range, then the appraised value will be the average of the third appraisal and the closest of the two other appraisals. The third-party market check means a customary solicitation of interest from third parties in a 100% Acquisition Proposal.

If at the conclusion of the process described above, Santander agrees to pay the higher of $40 and the price determined through the appraisal process or the third-party market check, as applicable, then Sovereign shall enter into an agreement with Santander with respect to such acquisition and take certain steps (including convening a stockholders meeting) to consummate the transaction, provided that certain conditions, including a Majority of the Minority Vote are satisfied.

If Sovereign receives an Unsolicited Acquisition Proposal during the Second Standstill Period and before Santander makes an 100% Acquisition Proposal, Sovereign shall notify Santander that it has received such Unsolicited Acquisition Proposal. If within 10 days of receipt of such notice Santander submits a 100% Acquisition Proposal at a price per share in excess of $40, Sovereign must complete the procedures described above in an effort to agree to acceptable terms for a Second Period Accepted Acquisition Proposal before negotiating with, providing information to, or entering into any acquisition agreement with any third party or taking certain defensive actions.

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Obligations During the Third Standstill Period (June 1, 2009 to May 31, 2011)

During the Third Standstill Period, Santander may make a 100% Acquisition Proposal at any price. If it does so, Sovereign shall have the one-time right, exercisable within 10 days after receipt of such proposal, to require that Santander delay making such an Acquisition Proposal for a period of up to 270 days (the “Sovereign Deferral Period”). If Sovereign receives a 100% Acquisition Proposal after the expiration of the Sovereign Deferral Period or does not request a deferral, then Sovereign and Santander shall negotiate on an exclusive basis for a period of 90 days. If Sovereign and Santander reach an agreement (a “Third Period Accepted Acquisition Proposal”), then Sovereign shall take certain steps (including convening a stockholders meeting) and certain conditions must be satisfied (such as a Majority of the Minority Vote) in order to consummate such transaction. If, during such 90-day period, Sovereign and Santander are not able to reach such an agreement, then Sovereign shall either conduct the appraisal process or the third-party market check described above in an effort to reach an agreement. If at the conclusion of such process, Santander agrees to pay the price determined through the appraisal process or the third-party market check, as applicable, then Sovereign will enter into an agreement with respect to the acquisition at that price and take certain actions to support the transaction, including calling a shareholder meeting. Any such agreement will be subject to a vote of the majority of the shareholders unaffiliated with Santander.

Notwithstanding the foregoing, Sovereign shall have a right at any time during the Third Standstill Period to initiate a process intended to lead to an Acquisition Proposal by a third party. However, Sovereign must first deliver to Santander a written notice inviting Santander to make a 100% Acquisition Proposal (after receipt of which Santander will have the same deferral rights to delay any such proposal for a period of up to 270 days (the “Santander Deferral Period”)). If Santander makes a 100% Acquisition Proposal within 10 days after the end of the Santander Deferral Period or if Santander does not elect to defer following receipt of notice and makes a 100% Acquisition Proposal within 10 days of such notice, Sovereign must follow the procedures outlined above before soliciting any third party proposals or taking certain defensive actions.

If Sovereign receives an Unsolicited Acquisition Proposal at any time before (x) Santander makes an 100% Acquisition Proposal permitted during the Third Standstill Period (taking into account any deferral rights) or (y) Sovereign delivers a notice that it intends to initiate a process, then Sovereign shall notify Santander in writing and, if within 10 days of receipt of such notice Santander submits a 100% Acquisition Proposal, complete the exclusive negotiation, appraisal and third-party market check procedures described above in an effort to agree to acceptable terms for a Third Period Accepted Acquisition Proposal before soliciting any third party proposals or taking certain defensive actions.

Post Acquisition Obligations of Santander

From the period following an acquisition of Sovereign by Santander until such time that Santander no longer owns at least a majority of our Voting Securities or Santander’s representatives no longer constitute a majority of the members of the Board, Santander is subject to certain continuing obligations. In order to enforce these obligations, Sovereign and Santander are required to form a nonprofit corporation (the “Nonprofit Corporation”), which will have a board (the “Nonprofit Board”) consisting of three individuals designated by members of our Board at the time of the formation of the Nonprofit Corporation (provided that no Sovereign Board member or officer of Sovereign or Sovereign Bank at any time from the date of the Investment Agreement through the date of the consummation of the acquisition by Santander will be eligible). Sovereign is also required to contractually indemnify members of the Nonprofit Board to the fullest extent permitted by applicable law, provide or reimburse (at its option) the Nonprofit Corporation for providing appropriate insurance for such members’ benefit to the extent available on commercially reasonable terms, and advance and reimburse funds to the Nonprofit Corporation to cover reasonable out of pocket costs of enforcing the covenants and reasonable compensation of the Nonprofit Board.

Sovereign Headquarters: Sovereign will maintain its headquarters where currently located or at another location mutually agreed with Santander until at least the earlier of (a) the date Santander acquires all the Voting Securities, (b) the date the Investment Agreement terminates or (c) a Change in Control of Sovereign occurs (other than as a result of an acquisition by Santander). In addition, if Santander acquires 100% of the Voting Securities, then Santander agrees to maintain the current headquarters where presently located or in another location reasonably acceptable to the Nonprofit Corporation for a period of five years after completion of the acquisition.

Exclusive Acquisition Vehicle: Santander will contribute to Sovereign any businesses in the U.S. that it may acquire following the Closing Date to the 10 year anniversary of its acquisition of 100% of the Voting Securities (provided that there are no material adverse tax consequences).

Sovereign’s Right of First Offer and Right of Last Look

If, at any time following the Sale Restriction Termination Date, Santander desires to Transfer any shares of common stock to a person listed on the prohibited purchaser list, Santander will give notice to Sovereign setting forth material terms sought by Santander. Sovereign shall have a 30-day period (the “Offer Period”) in which to accept such offer to purchase all such shares. Upon the earlier to occur of (i) full rejection of the offer by Sovereign, (ii) the expiration of the Offer Period without Sovereign electing to purchase such shares and (iii) the failure to obtain any required consent or regulatory approval within 150 days of full acceptance of the offer, Santander shall have a 60-day period during which to effect a Transfer on substantially the same or more favorable (as to Santander) terms.

Moreover, if Santander knows or has reason to know that after giving effect to such sale that the purchaser will have Beneficial Ownership of more than 5% of the Voting Securities, then before consummating any such sale, Santander will give Sovereign a second right to purchase such offered securities in accordance with certain detailed procedures enumerated in the Agreement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 and relating to director independence, transactions with related persons and the process relating to the review and approval of such transactions is incorporated herein by reference to the sections captioned “Election of Directors” and “Information Concerning Sovereign’s Governance Policies, Practices and Procedures” in the Proxy Statement.

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Item 14. Principal Accounting Fees and Services

The information required by this Item 14 is incorporated herein by reference to the section captioned “Principal Accountant Fees and Services” in the Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) 1. Financial Statements.

The following financial statements are filed as part of this report:

	•		Consolidated Balance Sheets

	•		Consolidated Statements of Operations

	•		Consolidated Statements of Stockholders’ Equity

	•		Consolidated Statements of Cash Flows

	•		Notes to Consolidated Financial Statements

2. Financial Statement Schedules.

Financial statement schedules are omitted because the required information is either not applicable, not required or is shown in the respective financial statements or in the notes thereto.

(b) Exhibits.

(3.1) Articles of Incorporation, as amended and restated, of Sovereign Bancorp, Inc. (Incorporated by reference to Exhibit 3.1 to Sovereign’s Quarterly Report on Form 10-Q, SEC File No. 001-16581, for the fiscal period ended March 31, 2007.)

(3.2) By-Laws, as amended and restated, of Sovereign Bancorp, Inc. (Incorporated by reference to Exhibit 3.2 to Sovereign’s Quarterly Report on Form 10-Q, SEC File No. 001-16581, for the fiscal period ended March 31, 2007.)

(4.1) Sovereign Bancorp, Inc. has certain debt obligations outstanding. None of the instruments evidencing such debt authorizes an amount of securities in excess of 10% of the total assets of Sovereign Bancorp, Inc. and its subsidiaries on a consolidated basis; therefore, copies of such instruments are not included as exhibits to this Annual Report on Form 10-K. Sovereign Bancorp, Inc. agrees to furnish copies to the Commission on request.

(4.2) Second Amended and Restated Rights Agreement, (the “Rights Agreement”), dated as of January 19, 2005, between Sovereign Bancorp, Inc. and Mellon Investor Services LLC. (Incorporated by reference to Exhibit 4.1 of Sovereign’s Current Report on Form 8-K/A No. 3, SEC File No. 001-16581, filed January 24, 2005.)

(4.3) Amendment to the Rights Agreement, dated as of October 24, 2005, between Sovereign Bancorp, Inc. and Mellon Investor Services LLC. (Incorporated by reference to Exhibit 4.2 to Sovereign’s Current Report on Form 8-K/A No. 4, SEC File No. 001-16581, filed on October 28, 2005.)

(4.4) Second Amendment to Second Amended and Restated Rights Agreement (the “Second Amendment”), dated as of June 29, 2007, between Sovereign Bancorp, Inc. and Mellon Investor Services LLC. (Incorporated by reference to Exhibit 4.3 of Sovereign Bancorp’s Form 8-K/A No. 5, SEC File No. 001-16581, filed June 29, 2007.)

(4.5) Form of Rights Certificate (Incorporated by reference to Exhibit B to the Second Amendment). Pursuant to the Rights Agreement, the Amendment and the Second Amendment, Rights will not be distributed until after the Distribution Date (as defined in the Rights Agreement, as amended).

(10.1) Sovereign Bancorp, Inc. Employee Stock Purchase Plan. (Incorporated by reference to Exhibit “C” to Sovereign’s definitive proxy statement, SEC File No. 001-16581, dated March 22, 2004.)

(10.2) Employment Agreement dated as of March 1, 1997, between Sovereign Bancorp, Inc., Sovereign Bank and Jay S. Sidhu. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Quarterly Report on Form 10-Q/A, No.1, SEC File No. 000-16533, for the fiscal quarter ended March 31, 1997.)

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(10.3) Retirement-Resignation and Transition Agreement, effective October 10, 2006, between Sovereign Bancorp, Inc., Sovereign Bank, and Jay S. Sidhu. (Incorporated by reference to Exhibit 10.1 of Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed October 13, 2006.)

(10.4) Employment Agreement, dated as of September 25, 1997, between Sovereign Bancorp, Inc. and Lawrence M. Thompson, Jr. (Incorporated by reference to Exhibit 10.5 to Sovereign’s Annual Report on Form 10-K, SEC File No. 333-32109, for the fiscal year ended December 31, 1997.)

(10.5) Agreement to Amend, dated May 30, 2006, between Sovereign Bancorp, Inc. and Lawrence M. Thompson, Jr. (Incorporated by reference to Exhibit 10.2 of Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed December 21, 2006.)

(10.6) Sovereign Bancorp, Inc. Non-Employee Directors Services Compensation Plan. (Incorporated by reference to Exhibit 10.9 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.7) Sovereign Bancorp, Inc. 1993 Stock Option Plan (the “1993 Plan”). (Incorporated by reference to Exhibit 10.10 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.8) Sovereign Bancorp, Inc. 1997 Non-Employee Directors’ Stock Option Plan. (Incorporated by reference to Exhibit “A” to Sovereign’s definitive proxy statement, SEC File No. 333-32109, dated March 16, 1998.)

(10.9) Sovereign Bancorp, Inc. 1996 Stock Option Plan (the “1996 Plan”). (Incorporated by reference to Exhibit 10.12 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.10) Employment Agreement, dated as of January 30, 2003, between Sovereign Bancorp, Inc. and Joseph P. Campanelli. (Incorporated by reference to Exhibit 10.14 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2002.)

(10.11) Agreement to Amend, dated May 30, 2006, between Sovereign Bancorp, Inc. and Joseph P. Campanelli. (Incorporated by reference to Exhibit 10.2 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed November 14, 2006.)

(10.12) Amendment #2 to Employment Agreement, dated as of October 10, 2006, between Sovereign Bancorp, Inc. and Joseph P. Campanelli. (Incorporated by reference to Exhibit 10.3 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed November 14, 2006.)

(10.13) Employment Agreement, dated as of January 16, 2007, between Sovereign Bancorp, Inc. and Joseph P. Campanelli. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed March 20, 2007.)

(10.14) Employment Agreement dated as of May 20, 2005, between Sovereign Bancorp, Inc. and Mark R. McCollom. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K/A, SEC File No. 001-16581, filed on May 20, 2005.)

(10.15) Agreement to Amend dated May 30, 2006, between Sovereign Bancorp, Inc. and Mark R. McCollom. (Incorporated by reference to Exhibit 10.17 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.16) Amendment #2 to Employment Agreement, dated November 9, 2007, by and between Sovereign Bancorp, Inc. and Mark R. McCollom. (Incorporated by reference to Exhibit 10.4 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed November 15, 2007.)

(10.17) Separation Agreement, dated February 20, 2008, between Sovereign Bancorp, Inc. and Mark R. McCollom. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-k, SEC File No. 001-16581, filed February 21, 2007.)

(10.18) Employment Agreement dated as of September 16, 2002, between Sovereign Bancorp, Inc. and James J. Lynch. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Quarterly Report on Form 10-Q, SEC File No. 001-16581, for the fiscal quarter ended September 30, 2002.)

(10.19) Agreement to Amend, dated May 30, 2006, between Sovereign Bancorp, Inc. and James J. Lynch. (Incorporated by reference to Exhibit 10.19 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

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(10.20) Amendment #2 to Employment Agreement, effective as of June 25, 2007, by and between Sovereign Bancorp, Inc. and James J. Lynch (Incorporated by reference to Exhibit 10.3 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed August 22, 2007.)

(10.21) Change in Control Agreement, dated January 1, 2001, between Sovereign Bancorp, Inc. and M. Robert Rose. (Incorporated by reference to Exhibit 10.20 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006,)

(10.22) Change in Control Agreement, dated November 11, 2007, between Sovereign Bancorp, Inc. and M. Robert Rose (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed November 15, 2007.)

(10.23) Employment Agreement, effective March 3, 2008, between Sovereign Bancorp, Inc. and Kirk W. Walters (Incorporated by reference to Exhibit 10.2 to Sovereign’s Current Report on Form 8-k, SEC File No. 001-16581, filed February 21, 2007.)

(10.24) Sovereign Bancorp, Inc. 2001 Stock Incentive Plan (the “2001 Plan”). (Incorporated by reference to Exhibit 10.21 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.25) Sovereign Bancorp, Inc. 2006 Non-Employee Director Compensation Plan. (Incorporated by reference to Exhibit 10.22 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.26) Sovereign Bancorp, Inc. 2004 Broad-Based Stock Incentive Plan (the “2004 Plan”). (Incorporated by reference to Exhibit 10.23 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.27) Form of Incentive Stock Option Agreement under the 2004 Plan. (Incorporated by reference to Exhibit 10.2 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.28) Form of Nonqualified Stock Option Agreement under the 2004 Plan. (Incorporated by reference to Exhibit 10.3 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.29) Form of Restricted Stock Agreement under the 2004 Plan. (Incorporated by reference to Exhibit 10.4 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.30) Form of Incentive Stock Option Agreement under the 2001 Plan. (Incorporated by reference to Exhibit 10.5 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.31) Form of Nonqualified Stock Option Agreement under the 2001 Plan. (Incorporated by reference to Exhibit 10.6 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.32) Form of Restricted Stock Agreement under the 2001 Plan. (Incorporated by reference to Exhibit 10.7 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.33) Form of Nonqualified Stock Option Agreement under the Sovereign Bancorp, Inc. 1997 Non-Employee Directors’ Stock Option Plan. (Incorporated by reference to Exhibit 10.8 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.34) Form of Incentive Stock Option Agreement under the 1996 Plan. (Incorporated by reference to Exhibit 10.9 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.35) Form of Nonqualified Stock Option Agreement under the 1996 Plan. (Incorporated by reference to Exhibit 10.10 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.36) Form of Incentive Stock Option Agreement under the 1993 Plan. (Incorporated by reference to Exhibit 10.11 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

118

(10.37) Form of Nonqualified Stock Option Agreement under the 1993 Plan. (Incorporated by reference to Exhibit 10.12 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.38) Form of Incentive Stock Option Agreement under the Sovereign Bancorp, Inc. 1986 Stock Option Plan. (Incorporated by reference to Exhibit 10.13 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 18, 2005.)

(10.39) Sovereign Bancorp, Inc. 2007 Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.36 to Sovereign’s Annual Report on Form 10-K, SEC File No. 001-16581, for the fiscal year ended December 31, 2006.)

(10.40) Sovereign Bancorp, Inc. 2006 Leaders Incentive Plan. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed February 22, 2006.)

(10.41) Investment Agreement, dated as of October 24, 2005 (the “Investment Agreement”) between Sovereign Bancorp, Inc. and Banco Santander Central Hispano, S.A. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed October 27, 2005.)

(10.42) Amendment to Investment Agreement, made as of November 22, 2005, between Sovereign Bancorp, Inc. and Banco Santander Central Hispano, S.A. (Incorporated by reference to Exhibit 10.2 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed November 23, 2005.)

(10.43) Second Amendment to Investment Agreement, dated as of May 31, 2006, between Sovereign Bancorp, Inc. and Banco Santander Central Hispano, S.A. (Incorporated by reference to Exhibit 10.3 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed June 6, 2006.)

(10.44) Voting Trust Agreement, dated as of May 31, 2006, by and among Banco Santander Central Hispano, S.A., Sovereign Bancorp, Inc. and The Bank of New York. (Incorporated by reference to Exhibit 5 to Santander’s Schedule 13D filed June 9, 2006.)

(10.45) Settlement Agreement, dated as of March 22, 2006, by and among Relational Holdings LLC, Relational Group LLC, Relational Investors LLC, Ralph W. Whitworth, David H. Batchelder, certain investor partnerships controlled by Relational Investors LLC, and Sovereign Bancorp, Inc. (Incorporated by reference to Exhibit 10.1 to Sovereign’s Current Report on Form 8-K, SEC File No. 001-16581, filed March 24, 2006.)

(21) Subsidiaries of Registrant

(23.1) Consent of Ernst & Young LLP

(31.1) Chief Executive Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

(31.2) Chief Financial Officer certification pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

(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.

119


	Page
Forward-Looking Statements		3
PART I
Item 1 — Business		4-7
Item 1A — Risk Factors		8-9
Item 1B — Unresolved Staff Comments		9
Item 2 — Properties		9
Item 3 — Legal Proceedings		10
Item 4 — Submission of Matters to a Vote of Security Holders		10
Item 4A — Executive Officers of the Registrant		10
PART II
Item 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		11
Item 6 — Selected Financial Data		12
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations		13-52
Item 7A — Quantitative and Qualitative Disclosures About Market Risk		52
Item 8 — Financial Statements and Supplementary Data		52-110
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		111
Item 9A — Controls and Procedures		111
Item 9B — Other Information		111
PART III
Item 10 — Directors, Executive Officers and Corporate Governance		111
Item 11 — Executive Compensation		111
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		111-115
Item 13 — Certain Relationships and Related Transactions, and Director Independence		115
Item 14 — Principal Accounting Fees and Services		116
PART IV
Item 15 — Exhibits and Financial Statement Schedules		116-119
Signatures		120-121
SUBSIDIARIES OF REGISTRANT
CONSENT OF ERNST & YOUNG LLP
CEO CERTIFICATION PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
CFO CERTIFICATION PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
CEO CERTIFICATION PURSUANT SECTION 1350
CFO CERTIFICATION PURSUANT SECTION 1350


YEAR	AMOUNT
2008	$	100,467
2009		71,341
2010		56,617
2011		44,963
2012		33,108


	At December 31, 2006
	Prior to adopting			Effect of adopting			As reported at
	Statement 158			Statement 158			December 31, 2006

Other liabilities	$	1,499.4		$	9.4		$	1,508.8
Deferred income taxes	$	367.5		$	3.3		$	370.8
Total Liabilities	$	80,831.7		$	9.4		$	80,841.1
Accumulated other comprehensive loss	$	(18.6	)	$	(6.1	)	$	(24.7	)
Total stockholders’ equity	$	8,650.5		$	(6.1	)	$	8,644.4


(1)		Current foreign income tax expense in 2007, 2006 and 2005 relates to interest income on assets that Sovereign transferred to a consolidated foreign special purpose entity to support a borrowing arrangement that Sovereign has with an international bank. Foreign taxes paid on this income are credited against United States income taxes for federal income tax purposes. See Note 12 for further discussion.


							Weighted Average
	Notional						Receive			Pay			Life
	Amount		Asset		Liability		Rate			Rate			(Years)
December 31, 2007
Fair value hedges:
Receive fixed — pay variable interest rate swaps	$	925,000	$	413	$	2,220		4.29	%		4.87	%		0.9
Cash flow hedges:
Pay fixed — receive floating interest rate swaps		8,100,000		—		214,548		5.02	%		5.15	%		2.2


Total derivatives used in SFAS 133 hedging relationships	$	9,025,000	$	413	$	216,768		4.94	%		5.12	%		2.1


December 31, 2006
Fair value hedges:
Receive fixed — pay variable interest rate swaps	$	1,344,000	$	—	$	22,806		4.16	%		5.25	%		1.8
Cash flow hedges:
Pay fixed — receive floating interest rate swaps		8,500,000		19,174		45,842		5.37	%		5.09	%		2.4


Total derivatives used in SFAS 133 hedging relationships	$	9,844,000	$	19,174	$	68,648		5.20	%		5.11	%		2.3


	AT DECEMBER 31, 2007
	Commercial Real Estate			Automotive
	and Multi-family Loans			Floor Plan
Components of Retained Interest and Servicing Rights:
Accrued interest receivable	$	—		$	6,369
Subordinated interest retained		11,238			43,996
Interest only strips		—			1,010
Cash reserve		—			4,381


Total Retained Interests and Servicing Rights	$	11,238		$	55,756

Key Economic Assumptions:
Weighted average life (in years)		9.47			0.33
Expected credit losses		.05	%		0.25	%
Residual cash flows discount rate		17.00	%		8.00	%


	FOR THE YEAR ENDED
	DECEMBER 31,
	2007		2006
Proceeds from collections reinvested in revolving-period securitizations	$	5,443,600	$	5,803,535
Servicing fees received		9,844		11,320
Other cash flows received on retained interests		17,863		27,410
Purchases of delinquent or foreclosed assets		—		—


By:		/s/ Joseph P. Campanelli
		Joseph P. Campanelli, President
		and Chief Executive Officer


	Title	Date

/s/ Brian Hard	Director	February 27, 2008
Brian Hard

/s/ Marian L. Heard	Director	February 27, 2008
Marian L. Heard

/s/ Gonzalo de Las Heras	Director	February 27, 2008
Gonzalo de Las Heras

/s/ Andrew C. Hove, Jr.	Director	February 27, 2008
Andrew C. Hove, Jr.

/s/ William J. Moran	Director	February 27, 2008
William J. Moran

/s/ Maria F. Ramirez	Director	February 27, 2008
Maria F. Ramirez


	Title	Date
/s/ Alberto Sanchez	Director	February 27, 2008
Alberto Sanchez

/s/ Ralph V Whitworth	Director	February 27, 2008
Ralph V. Whitworth

/s/ Joseph P. Campanelli	President and	February 27, 2008
Joseph P. Campanelli	Chief Executive Officer (Principal Executive Officer)

/s/ Mark R. McCollom	Chief Financial Officer	February 27, 2008
Mark R. McCollom	and Executive Vice President (Principal Financial Officer)

/s/ Thomas D. Cestare	Chief Accounting Officer	February 27, 2008
Thomas D. Cestare	and Executive Vice President (Principal Accounting Officer)


Subsidiary		State or other jurisdiction of Incorporation
Sovereign Bank		United States of America
195 Montague Street LP		New York
1130 Abstract, Inc.		Pennsylvania
201 Associates, Inc		Delaware
70 Quincy Avenue, LLC		Delaware
CBL Service Corporation		Pennsylvania
Compass REIT Corp		Massachusetts
Compass REIT Holding, Inc.		Delaware
First Essex Capital Statutory Trust II		Connecticut
First Essex Capital Trust I		Delaware
First Essex Capital, Inc.		Massachusetts
First Essex Securities Corp		Massachusetts
ICM Capital LLC		New York
Independence Community Bank Corp.		New York
Independence Community Commercial Reinvestment Corp.		Delaware
Independence Community Insurance Agency, Inc.		New York
Independence Community Investment Corp.		Delaware
Independence Community Realty Corp.		New York
Meridian Capital Group LLC		New York
ML Capital Trust I		Delaware
PBE Companies, LLC		Delaware
Seacoast Capital Trust I		Delaware
Seacoast Capital Trust II		Delaware
SIB Mortgage Corp.		New Jersey
SOV APEX Co.		Delaware
SOV Asset Management LLC		Delaware
SOV Charter Limited		UK (England & Wales)
SOV Collateral Management LLC		Delaware
SOV Facilitation LLC		Delaware
SOV Funding Trust		Delaware
SOV Trust Manager Co.		Delaware
Sovereign Agency Massachusetts, LLC		Massachusetts
Sovereign Agency, LLC		New Jersey
Sovereign Auto 2001-A LLC		Delaware
Sovereign Precious Metals, LLC		Pennsylvania

(1)		Registration Statement (Form S-8 No. 33-29038) pertaining to the Sovereign Bancorp, Inc. Retirement Plan,

(2)		Registration Statement (Form S-8 No. 33-78474) pertaining to the Sovereign Bancorp, Inc. 1993 Stock Option Plan,

(3)		Registration Statement (Form S-8 No. 333-05309) pertaining to the Sovereign Bancorp, Inc. 1996 Stock Option Plan,

(4)		Registration Statement (Form S-8 No. 333-64530) pertaining to the Sovereign Bancorp, Inc. 2001 Stock Incentive Plan,

(5)		Registration Statement (Form S-8 No. 333-112825) pertaining to the First Essex Bancorp, Inc. 1987 Stock Option Plan, the First Essex Bancorp, Inc. 1997 Stock Incentive Plan, and the First Essex Bancorp, Inc. 2002 Stock Incentive Plan,

(6)		Registration Statement (Form S-8 No. 333-115528) pertaining to the Sovereign Bancorp, Inc. Employee Stock Purchase Plan, the Sovereign Bancorp, Inc. 2004 Broad-Based Stock Incentive Plan and the Sovereign Bancorp, Inc. Bonus Recognition and Retention Plan,

(7)		Registration Statement (Form S-3 No. 333-116800) of Sovereign Bancorp, Inc,

(8)		Registration Statement (Form S-8 No. 333-117621) pertaining to the Seacoast Financial Services Corporation 2003 Stock Incentive Plan, the Seacoast Financial Services Corporation 1999 Stock Incentive Plan, the Abington Bancorp, Inc. 2000 Incentive and Nonqualified Stock Option Plan, the Abington Bancorp, Inc. 1997 Incentive and Nonqualified Stock Option Plan, the Abington Bancorp, Inc. 1986 Incentive and Nonqualified Stock Option Plan and the Massachusetts Fincorp, Inc. 1999 Stock-Based Incentive Plan,

(9)		Registration Statement (Form S-3 No. 333-120840) of Sovereign Bancorp, Inc.,

(10)		Registration Statement (Form S-8 No. 333-122274) pertaining to the Waypoint Financial Corp. Retirement Savings Incentive Plan, the Waypoint Financial Corp. 2001 Stock Option Plan, the Harris Financial, Inc. 1999 Incentive Stock Option Plan, the Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors, the York Financial Corp. 1997 Stock Option and Incentive Plan, the Harris Savings Bank 1996 Incentive Stock Option Plan, the York Financial Corp. 1995 Non-Qualified Stock Option Plan for Directors, the Harris Savings Bank 1994 Incentive Stock Option Plan, the Harris Savings Bank 1994 Stock Option Plan for Outside Directors, and the York Financial Corp. Non-Incentive Stock Option Plan for Directors,

(11)		Registration Statement (Form S-3 No. 333-133514) of Sovereign Bancorp, Inc.,

(12)		Registration Statement (Form S-8 No. 333-134976) pertaining to the Independence Community Bank Corp. 2005 Stock Incentive Plan and Trust

(13)		Registration Statement (Form S-4 No. 333-130060) of Sovereign Bancorp, Inc.

(14)		Registration Statement (Form S-3 No. 333-143515) of Sovereign Bancorp, Inc., and

(15)		Registration Statement (Form S-8 No. 333-144700) pertaining to the Sovereign Bancorp, Inc. 2006 Non-Employee Director Compensation Plan