false--12-31FY201900000937510.000250.000250.010.000250.010015700000027200000013400000021200000016000000900000060000003000000200000010000008000000800000080000000.031080.035970.037090.025390.06415200000043670000001.781.981.001.00750000000750000000503879642503879642379946724357389416150000000P16YP5YP3Y02000000018100000017000000900000070000005000000210000008000000200000080000008000000100000000.05250.0590.05250.05350.0562525.0010000025.001000000075000000022000000350000035000005000750075007500500050005000750075007500500050005000750075007500500050005000750075007500500050005000P1Y2000000000.0300000000500000000123932918146490226Represents the reclassification from accumulated other comprehensive income into retained earnings as a result of our adoption of ASU 2018-02 - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income in the first quarter of 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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x☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172019
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¨☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-07511
STATE STREET CORPORATION
(Exact name of registrant as specified in its charter)
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| Massachusetts | | | | | | 04-2456637 | |
| (State or other jurisdiction of incorporation) | | | | | | (I.R.S. Employer Identification No.) | |
One Lincoln Street | | | | | |
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| Boston, | Massachusetts | | | | | 02111 | |
(Address of principal executive office)offices) | | | | | (Zip Code) | |
617-786-3000
| | (617) | 786-3000 |
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| | (Registrant’sRegistrant's telephone number, including area code) | | | |
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| Securities registered pursuant to Section 12(b) of the Act: | |
(Title of Each Class)Class | | (Trading Symbol(s) | | | Name of each exchange on which registered)registered | |
| Common Stock, $1 par value per share | | STT | | | New York Stock Exchange | |
| Depositary Shares, each representing a 1/4,000th ownership interest in a share of | | STT.PRC.CL | | | New York Stock Exchange | |
| Non-Cumulative Perpetual Preferred Stock, Series C, without par value per share | | New York Stock Exchange | | |
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| Depositary Shares, each representing a 1/4,000th ownership interest in a share of | | STT.PRD | | | New York Stock Exchange | |
| Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, without par value per share | | New York Stock Exchange | | |
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Depositary Shares, each representing a 1/4,000th ownership interest in a share of Non-Cumulative Perpetual Preferred Stock, Series E, without par value per share | | STT.PRG | | | New York Stock Exchange | |
Depositary Shares, each representing a 1/4,000th ownership interest in a share ofFixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series G, without par value per share | | New York Stock Exchange | | |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐Nox☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐Nox☒
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. Yesx☒ No ¨☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx☒ No ¨☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
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Large accelerated filerx | ☒
| | Accelerated filer ¨ | ☐ | | Non-accelerated filer ¨ | ☐ | | Smaller reporting company ¨ | ☐ |
Emerging growth company ¨ | ☐ | | | | (Do not check if a smaller reporting company) | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the per share price ($89.73)56.06) at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2017)2019) was approximately $33.38$20.81 billion.
The number of shares of the registrant’s common stock outstanding as of January 31, 20182020 was 367,653,199.354,342,408.
Portions of the following documents are incorporated by reference into Parts of this Report on Form 10-K, to the extent noted in such Parts, as indicated below:
(1) The registrant’s definitive Proxy Statement for the 20182020 Annual Meeting of Shareholders to be filed pursuant to Regulation 14A on or before April 30, 201829, 2020 (Part III).
STATE STREET CORPORATION
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
December 31, 20172019
TABLE OF CONTENTS
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| PART I | | |
| Item 1 | | |
| Item 1A | | |
| Item 1B | | |
| Item 2 | | |
| Item 3 | | |
| Item 4 | | |
| Supplemental Item | | |
| Information about our Executive Officers | | |
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| PART II | | |
| Item 5 | | |
| Item 6 | | |
| Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | |
| General | |
| Overview of Financial Results | |
| Consolidated Results of Operations | |
| Total Revenue | |
| Net Interest Income | |
| Provision for Loan Losses | |
| Expenses | |
| Acquisition Costs | |
| Restructuring and Repositioning Charges | |
| Income Tax Expense | |
| Line of Business Information | |
| Investment Servicing | |
| Investment Management | |
| Financial Condition | |
| Investment Securities | |
| Loans and Leases | |
| Cross-Border Outstandings | |
| Risk Management | |
| Credit Risk Management | |
| Liquidity Risk Management | |
| Operational Risk Management | |
| Information Technology Risk Management | |
| Market Risk Management | |
| Model Risk Management | |
| Strategic Risk Management | |
| Capital | |
| Off-Balance Sheet Arrangements | |
| Significant Accounting Estimates | |
| Recent Accounting Developments | |
| Item 7A | | |
| Item 8 | | |
State Street Corporation | 2
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| Consolidated statement of income | |
| Consolidated statement of comprehensive income | |
| Consolidated statement of condition | |
| Consolidated statement of changes in shareholders' equity | |
| Consolidated statement of cash flows | |
| Note 1. Summary of Significant Accounting Policies | |
| Note 2. Fair Value | |
| Note 3. Investment Securities | |
| Note 4. Loans | |
| Note 5. Goodwill and Other Intangible Assets | |
| Note 6. Other Assets | |
| Note 7. Deposits | |
| Note 8. Short-Term Borrowings | |
| Note 9. Long-Term Debt | |
| Note 10. Derivative Financial Instruments | |
| Note 11. Offsetting Arrangements | |
| Note 12. Commitments and Guarantees | |
| Note 13. Contingencies | |
| Note 14. Variable Interest Entities | |
| Note 15. Shareholders' Equity | |
| Note 16. Regulatory Capital | |
| Note 17. Net Interest Income | |
| Note 18. Equity-Based Compensation | |
| Note 19. Employee Benefits | |
| Note 20. Occupancy Expense and Information Systems and Communications Expense | |
| Note 21. Expenses | |
| Note 22. Income Taxes | |
| Note 23. Earnings Per Common Share | |
| Note 24. Line of Business Information | |
| Note 25. Revenue From Contracts with customers | |
| Note 26. Non-U.S. Activities | |
| Note 27. Parent Company Financial Statements | |
| Note 28. Subsequent Events | |
| Item 9 | | |
| Item 9A | | |
| Item 9B | | |
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| PART III | | |
| Item 10 | | |
| Item 11 | | |
| Item 12 | | |
| Item 13 | | |
| Item 14 | | |
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| PART IV | | |
| Item 15 | | |
| Item 16 | Form 10-K Summary | |
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| | EXHIBIT INDEX | |
| | SIGNATURES | |
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State Street Corporation | 3
PART I
ITEM 1.BUSINESS
GENERAL
State Street Corporation, referred to as the Parent Company, is a financial holding company organized in 1969 under the laws of the Commonwealth of Massachusetts. Our executive offices are located at One Lincoln Street, Boston, Massachusetts 02111 (telephone (617) 786-3000). For purposes of this Form 10-K, unless the context requires otherwise, references to “State Street,” “we,” “us,” “our” or similar terms mean State Street Corporation and its subsidiaries on a consolidated basis. The Parent Company is a source of financial and managerial strength to our subsidiaries. Through our subsidiaries, including our principal banking subsidiary, State Street Bank and Trust Company, referred to as State Street Bank, we provide a broad range of financial products and services to institutional investors worldwide, with $33.12$34.36 trillion of AUCAAUC/A and $2.78$3.12 trillion of AUM as of December 31, 2017.2019.
As of December 31, 2017,2019, we had consolidated total assets of $238.43$245.61 billion, consolidated total deposits of $184.90$181.87 billion, consolidated total shareholders' equity of $22.32$24.43 billion and 36,643over 39,000 employees. We operate in more than 100 geographic markets worldwide, including in the U.S., Canada, Europe, the Middle East and Asia.
On the “Investor Relations” section of our corporate website at www.statestreet.com, we make available, free of charge, all reports we electronically file with, or furnish to, the SEC including our Annual Reports 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, as soon as reasonably practicable after those documents have been filed with, or furnished to, the SEC. These documents are also accessible on the SEC’s website at www.sec.gov. We have included the website addresses of State Street and the SEC in this report as inactive textual references only. Information on those websites is not part ofincorporated by reference in this Form 10-K.
We have Corporate Governance Guidelines, as well as written charters for the Examining and Audit Committee, the Executive Committee, the Executive CompensationHuman Resources Committee, the Nominating and Corporate Governance Committee, the Risk Committee and the Technology and Operations Committee of our Board of Directors, or Board, and a Code of Ethics for senior financial officers, a Standard of Conduct for Directors and a Standard of Conduct for our employees. Each of these documents is posted on the "Investor Relations" section of our website under "Corporate Governance."
We provide additional disclosures required by applicable bank regulatory standards, including
supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the liquidity coverage ratio, summary results of semi-annual State Street-run stress tests which we conduct under the Dodd-Frank Act and resolution plan disclosures required under the Dodd-Frank Act. These additional disclosures are available on the “Investor Relations” section of our website under "Filings and Reports."
We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary included under Item 8 Financial Statements and Supplementary Data, ofin this Form 10-K.
BUSINESS DESCRIPTION
Overview
We conduct our business primarily through State Street Bank, which traces its beginnings to the founding of the Union Bank in 1792. State Street Bank's current charter was authorized by a special Act of the Massachusetts Legislature in 1891, and its present name was adopted in 1960. State Street Bank operates as a specialized bank, referred to as a trust or custody bank, that services and manages assets on behalf of its institutional clients.
Our clients include mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers.
Additional Information
Additional information about our business activities is provided in the sections that follow. For information about our management of credit and counterparty risk; liquidity risk; operational risk; market risk associated with our trading activities; market risk associated with our non-trading, or asset-and-liability management, activities, primarily composed of interest-rate risk; and capital, as well as other risks inherent in our businesses, refer to "Risk Factors" included under Item 1A, the “Financial Condition” section of Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, or Management's Discussion and Analysis, and our consolidated financial statements and accompanying notes included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
State Street Corporation | 3
LINES OF BUSINESS
We have two lines of business: Investment Servicing and Investment Management.
Investment Servicing
Our Investment Servicing line of business performs core custody and related value-added functions, such as providing institutional investors with clearing, settlement and payment services. Our financial services and products allow our large institutional investor clients to execute financial transactions on a daily basis in markets across the globe. As most institutional investors cannot economically or efficiently build their own technology and operational processes necessary to facilitate their global securities settlement needs, our role as a global trust and custody bank is generally to aid our clients to efficiently perform services associated with the clearing, settlement and execution of securities transactions and related payments.
Our investment servicingInvestment Servicing products and services include: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by non-U.S. regulation); record-keeping; cash management; foreign exchange,
State Street Corporation | 4
brokerage and other trading services; securities finance; ourfinance and enhanced custody product, which integrates principal securities lending and custody;products; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative investment manager operations outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors.
Included within our Investment Servicing line of business is Charles River Systems, Inc. (CRD), which we acquired on October 1, 2018. As a result of our acquisition of CRD, we are extending our core capabilities by creating our State Street AlphaSM platform (State Street Alpha) that combines our core back and middle office services with front office solutions across all asset classes for portfolio management, trading and compliance. Products and services related to CRD include: portfolio modeling and construction, trade order management, investment risk and compliance and wealth management solutions.
We provide some or all of thesethe Investment Servicing integrated products and services to clients in the U.S. and in many other markets, including, among others, Australia, Cayman Islands, France, Germany, Ireland, Italy, Japan, Luxembourg and the U.K. As of December 31, 2017,2019, we serviced AUCAAUC/A of approximately $24.42$25.02 trillion in the Americas, approximately $7.03$7.33 trillion in Europe and the Middle East and approximately $1.67$2.02 trillion in the Asia-Pacific region.
Investment Management
Our Investment Management line of business, through SSGA,State Street Global Advisors, provides a broad arrayrange of investment management investment researchstrategies and products for our clients. Our investment advisory services to corporations, public funds and other sophisticated investors. SSGA offers passive and active asset management strategies across equity, fixed-income,and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative multi-assetinvestment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, (including OCIO)including environmental, social and cash asset classes. Productsgovernance investing, defined benefit and defined contribution and Global Fiduciary Solutions (formerly Outsourced Chief Investment Officer). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are distributed directlyprimarily determined by the values of AUM and through intermediaries using a variety ofthe investment vehicles,strategies employed, management fees reflect other factors as well, including ETFs, such as the SPDR® ETF brand.benchmarks specified in the respective management agreements related to performance fees.As ofDecember 31, 2017, SSGA2019, State Street Global Advisors had AUM of approximately $2.78$3.12 trillion.
Additional information about our lines of business is provided under “Line of Business Information” included under Item 7,in our Management's Discussion and Analysis, and in Note 24 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, of
in this Form 10-K. Additional information about our non-U.S. activities is providedincluded in Note 2526 to the consolidated financial statements included under Item 8 ofin this Form 10-K.
COMPETITION
We operate in a highly competitive environment and face global competition in all areas of our business.business globally. Our competitors include a broad range of financial institutions and servicing companies, including other custodial banks, deposit-taking institutions, investment management firms, insurance companies, mutual funds, broker/dealers, investment banks, benefits consultants, investment analyticanalytics businesses, business service and software companies and information services firms. As our businesses grow and markets evolve, we may encounter increasing and new forms of competition around the world.
We believe that many key factors drive competition in the markets for our business. For Investment Servicing, quality of service, technologicalTechnological expertise, economies of scale, required levels of capital, pricing, quality and scope of services, and sales and marketing required levels of capital and price drive competition, and are critical to our servicingInvestment Servicing line of business. For our Investment Management line of business, key competitive factors include expertise, experience, availability of related service offerings, quality of service, price, efficiency of our products and performanceservices, and price.performance.
Our competitive success may depend on our ability to develop and market new and innovative services, to adopt or develop new technologies, to bring new services to market in a timely fashion at competitive prices, to integrate existing and future products and services effectively into our State Street Alpha, to continue to expand our relationships with existing clients, and to attract new clients.
We are a systemically important financial institution (SIFI) and are subject to extensive regulation and supervision with respect to our operations and activities. Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors may not be subject to the same limitations, requirements and standards with respect to their operations and activities. Most other financial institutions designated as systemically important have substantially greater financial resources and a broader base of operations than us and are, consequently, in a better competitive position to manage and bear the costs of this enhanced regulatory requirement. See "Supervision and Regulation" in this Item for more information.
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SUPERVISIONAND REGULATION
State Street isWe are registered with the Federal Reserve as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Bank Holding Company Act generally limits the activities in which bank holding companies and their non-banking subsidiaries may engage to managing or controlling banks and to a range of activities that are considered to be closely related to banking. Bank holding companies that have elected to be treated as financial holding companies, such as the Parent Company, may engage in a broader range of activities considered to be "financial in nature." TheseThe regulatory limits on our activities also apply to non-banking entities that we are deemed to “control” for purposes of the Bank Holding Company Act, which may include companies of which we own or control more than 5% of a class of voting shares. The Federal Reserve may order a bank holding company to terminate any activity, or its ownership or control of a non-banking subsidiary, if the Federal Reserve finds that the activity, ownership or control constitutes a serious risk to the financial safety, soundness or stability of a banking subsidiary or is inconsistent with sound banking principles or statutory purposes. The Bank Holding Company Act also requires a bank holding company to obtain prior approval of the Federal Reserve before it acquires substantially all the assets of any bank, or ownership or control of more than 5% of the voting shares of any bank.
The Parent Company has elected to be treated as a financial holding company and, as such, may engage in a broader range of non-banking activities than permitted for bank holding companies and their subsidiaries that have not elected to become financial holding companies. Financial holding companies may engage directly or indirectly, either de novo or by acquisition, in activities that are defined by the Federal Reserve to be financial in nature, either de novo or by acquisition, provided that the financial holding company gives the Federal Reserve after-the-fact notice of the new activities. Activities defined to be financial in nature include, but are not limited to, the following: providing financial or investment advice; underwriting; dealing in or making markets in securities; making merchant banking investments, subject to significant limitations; and any activities previously found by the Federal Reserve to be closely related to banking. In order to maintain our status as a financial holding company, we and each of our U.S. depository institution subsidiaries mustare expected to be well capitalized and well managed, as defined in applicable regulations and determined in part by the results of regulatory examinations, and must comply with Community Reinvestment Act obligations. Failure to maintain these standards may result in restrictions on our activities and may ultimately permit the Federal Reserve to take enforcement actions against us and restrict our ability to engage in activities defined to be financial in nature. Currently, under the Bank Holding
under the Bank Holding Company Act, we may not be able to engage in new activities or acquire shares or control of other businesses.
In response to the financial crisis, as well as other factors, such as technological and market changes, both the scope of the laws and regulations and the intensity of the supervision to which our business is subject have increased in recent years. Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations, most of which are now in place. The U.S. President has issued an executive order that sets forth principles for the reform of the federal financial regulatory framework, and, in May 2018, the Republican majority in Congress has also suggested an agenda forEconomic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) was enacted. The EGRRCPA’s revisions to the U.S. financial regulatory reform. The implementation of any such reforms, or if implemented whether they would be beneficialframework have altered certain laws and regulations applicable to State Street, is uncertain.us and other major financial services firms. Irrespective of any regulatory change, we expect that our business will remain subject to extensive regulation and supervision.
In addition, increased regulatory requirements have been and are being implemented internationally with respect to financial institutions, including, but not limited to, the implementation of the Basel III final rule (refer to “Regulatory Capital Adequacy and Liquidity Standards” below in this “Supervision and Regulation” section and under "Capital" in “Financial Condition” included under Item 7,in our Management's Discussion and Analysis ofin this Form 10-K for a discussion of Basel III), the Alternative Investment Fund Managers Directive, (AIFMD), the Bank Recovery and Resolution Directive, (BRRD), the European Market Infrastructure Regulation (EMIR), the Undertakings for Collective Investment in Transferable Securities (UCITS) directives, the Markets in Financial Instruments Directive II (MiFID II) and, the Markets in Financial Instruments Regulation (MiFIR) (the majority of the provisions of MiFID II and MiFIR will apply from January 3, 2018) and the E.U. General Data Protection Regulation (GDPR).
Many aspects of our business are subject to regulation by other U.S. federal and state governmental and regulatory agencies and self-regulatory organizations (including securities exchanges), and by non-U.S. governmental and regulatory agencies and self-regulatory organizations. Some aspects of our public disclosure, corporate governance principles and internal control systems are subject to SOX,the Sarbanes-Oxley Act of 2002 (SOX), the Dodd-Frank Act and regulations and rules of the SEC and the NYSE.New York Stock Exchange.
State Street Corporation | 5
Regulatory Capital Adequacy and Liquidity Standards
Basel III Final Rule
WeThe Parent Company and State Street Bank, as advanced approaches banking organizations, are subject to the Basel III framework in the U.S. Provisions
State Street Corporation | 6
of the Basel III final rule become effective under a transition timetable which began in January 2014, with full implementation required beginning onthat became fully implemented as of January 1, 2019. U.S. banking regulatorsSince January 2013, we have also jointly issued a finalbeen subject to the market risk capital rule jointly issued by U.S. banking regulators to implement the changes to the market risk capital framework in the U.S. The final market risk capital rule became effective and was applicable to State Street in January 2013, and replaced the market risk capital framework associated with Basel I and Basel II.
The Basel III final rule provides for two frameworks:frameworks for the calculation of RWA for purposes of bank regulatory compliance: the “standardized” approach intended to replace Basel I, and the “advanced” approaches, which are applicable to advanced approaches banking organizations, like State Street, as originally defined under Basel II.us. The standardized approach modifies the provisions of Basel I related to the calculation of RWA and prescribes standardized risk weights for certain on- and off-balance sheet exposures.exposures in the calculation of RWA. The advanced approaches consist of the Advanced Internal Ratings-Based Approach (AIRB) used for the calculation of RWA related to credit risk, and the Advanced Measurement Approach (AMA) used for the calculation of RWA related to operational risk.
Among other things, the Basel III final rule does the following:requires:
Adds requirements for a minimum common equity tier 1CET1 risk-based capital ratio of 4.5% and a minimum supplementary leverage ratioSLR of 3% for advanced approaches banking organizations;
Raises thea minimum tier 1 risk-based capital ratio from 4% under Basel I and Basel II toof 6%;
Leaves the existing,a minimum total capital ratio atof 8%;
Implements the capital conservation and countercyclical capital buffers, referenced below, as well as a G-SIB surcharge included under "Capital" in "Financial Condition" included under Item 7,in our Management's Discussion and Analysis ofin this Form 10-K;
Implements the previously described standardized approach to replace the calculation of credit RWA under Basel I; and
Implements the advanced approaches for the calculation of credit RWA.
Additionally, beginningUnder the Basel III rule, our total regulatory capital is composed of three tiers: CET1 capital, tier 1 capital (which includes CET1 capital), and tier 2 capital. The total of tier 1 and tier 2 capital, adjusted as applicable, is referred to as total regulatory capital.
CET1 capital is composed of core capital elements, such as qualifying common shareholders' equity and related surplus; retained earnings; the cumulative effect of foreign currency translation; and net unrealized gains (losses) on debt and equity securities classified as AFS; reduced by treasury stock. Goodwill and other intangible assets, net of related deferred tax liabilities, are deducted from the core CET1 capital elements. Tier 1 capital is composed of CET1 capital plus additional tier 1 capital instruments which, for us, includes five series of preferred equity outstanding as of December 31, 2019. Tier 2 capital includes certain eligible subordinated long-term debt instruments. The Basel III phase-in and phase-out schedules for calculating regulatory capital that apply to State Street have concluded and our capital measures are considered fully phased-in. Minimum
capital ratio, buffer, and G-SIB surcharge requirements became fully phased-in as of January 1, 2019.
Certain other items, if applicable, must be deducted from tier 1 and tier 2 capital. These items primarily include deductible investments in unconsolidated banking, financial and insurance entities where we hold more than 50% of the entities' capital and the amount of expected credit losses that exceeds recorded allowances for loan and other credit losses. Expected credit losses are calculated for wholesale credit exposures by formula in conformity with the Basel III rule.
The eight U.S. banks deemed to be G-SIBs, including us, are required to calculate the G-SIB surcharge annually according to two methods, and be bound by the higher of the two:
Method 1: Assesses systemic importance based upon five equally-weighted components: size, interconnectedness, complexity, cross-jurisdictional activity and substitutability; or
Method 2: Alters the calculation from Method 1 by factoring in a wholesale funding score in place of substitutability and applying a 2x multiplier to the sum of the five components.
Method 2 at December 31, 2019 is the binding methodology for us, and our applicable surcharge for 2019 was calculated to be 1.5% based on a calculation date of December 31, 2017. Based on a calculation date of December 31, 2018, our G-SIB capital surcharge for 2020 will be reduced to 1.0%. Assuming a countercyclical buffer of 0%, the minimum capital ratios as of January 1, 2020, including a capital conservation buffer of 2.5% and a G-SIB surcharge of 1.0% in 2020, are 8.0% for CET1 capital, 9.5% for tier 1 risk-based capital and 11.5% for total risk-based capital, in order for us to make capital distributions and discretionary bonus payments without limitation.
Since January 1, 2018, the SLR rule introduced a higher minimum SLR requirement forU.S. banking regulators have required (i) the eight U.S. G-SIBs, of at least 6% for the insured banking entity (State Street Bank) in orderincluding us, to be well capitalized under the U.S. banking regulators’ PCA framework, as well as a requirement ofmaintain a minimum SLR of 5% for the holding company (the Parent Company) in order to avoid any limitations on distributions to shareholders and discretionary bonus payments. Inpayments to certain executives and (ii) the insured depository institution subsidiaries of such G-SIBs (in our case, State Street Bank) to maintain a minimum SLR of 6% to be considered well-capitalized. On April 11, 2018, the Federal Reserve proposed modifications to the SLR that would replace the current 2% SLR buffer applicable to us with a SLR buffer equal to 50% of our applicable G-SIB capital surcharge. Currently we are subject to a 2% leverage buffer under the Basel III rule, subject to the Federal Reserve’s proposed changes to the SLR. If we fail to maintain the 2% leverage buffer, we will be subject to restrictions regarding capital distributions and discretionary executive bonus payments, which will be increasingly stringent based upon the extent of the shortfall.
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In addition to the SLR, State Street iswe are subject to a minimum tier 1 leverage ratio of 4%, which differs from the SLR primarily in that the denominator of the tier 1 leverage ratio is a quarterly average of on-balance sheet assets and does not include any off-balance sheet exposures.
Furthermore, EGRRCPA directed the U.S. banking regulators to amend their regulations to exclude certain central bank balances from the measure of total leverage exposure, the SLR denominator, for custody banks (including the Parent Company and State Street Bank). Specifically, central bank balances would be excluded to the extent of the value of client deposits at the custody bank that are linked to fiduciary, custody or safekeeping accounts. In November 2019, the Federal Reserve and the other U.S. federal banking agencies adopted a final rule that establishes a deduction for central bank deposits from a custodial banking organization’s total leverage exposure equal to the lesser of (i) the total amount of funds the custodial banking organization and its consolidated subsidiaries have on deposit at qualifying central banks and (ii) the total amount of client funds on deposit at the custodial banking organization that are linked to fiduciary or custodial and safekeeping accounts. The Parent Companyrule becomes effective on April 1, 2020. In the quarter ended December 31, 2019, we estimated $48.87 billion of average balances held on deposit at central banks will be excluded from the SLR denominator under our interpretation of the rule, which would impact the SLR by approximately 150 bps. The TLAC and LTD that State Street is required to include SLR disclosures,hold as calculated onunder the current requirements will also be reduced as a transitional basis, with its other Basel disclosures.consequence of the rule.
Under the Basel III final rule, a banking organization would be able to make capital distributions (subject to other regulatory constraints, such as regulatorregulatory review of its capital plans) and discretionary bonus payments without specified limitations, as long as it maintains the required capital conservation buffer of 2.5% plus the applicable G-SIB surcharge over the minimum required common equity tier 1 risk-based capital ratio and each of the minimum required tier 1 and total risk-based capital ratios (plus any potentially applicable countercyclical capital buffer). over the minimum required risk-based capital ratios and well capitalized leverage based requirements. Banking regulators would establish the minimum countercyclical capital buffer, which iswas initially set by banking regulators at zero, up to a maximum of 2.5% of total risk-weighted assetsRWAs under certain economic conditions. The Federal Reserve has proposed changes to its stress testing and capital planning rules that would replace the capital conservation buffer with a Stress Capital Buffer. For additional information about the proposal, refer to “Capital Planning, Stress Tests and Dividends” in this "Supervision and Regulation" section.
On November 19, 2019, the U.S. federal banking regulators issued a final rule that, among other things, implements the standardized approach for counterparty credit risk (SA-CCR), a new methodology for calculating the exposure amount for derivative contracts under the
U.S. regulatory capital rules. Under the Basel III final rule, which contains some modifications from the related proposal issued by the U.S. federal banking regulators on October 30, 2018, we will have the option to use the SA-CCR or the Internal Model Methodology (IMM) to measure the exposure amount of our total regulatory capital is divided into three tiers, composed of common equity tier 1 capital, tier 1 capital (which includes common equity tier 1 capital),cleared and tier 2 capital. The total of tier 1 and tier 2 capital, adjusted as applicable, is referreduncleared derivative transactions under our advanced approaches calculation. We will be required to as total regulatory capital.
Common equity tier 1 capital is composed of core capital elements, such as qualifying common shareholders' equity and related surplus; retained earnings; the cumulative effect of foreign currency translation; and net unrealized gains (losses) on debt and equity securities classified as AFS; reduced by treasury stock. Subject to certain phase-in or phase-out provisions, tier 1 capital is composed of common equity tier 1 capital plus additional tier 1 capital composed of qualifying perpetual preferred stock and minority interests. Goodwill and other intangible assets, net of related deferred tax liabilities, are deducted from common equity tier 1 capital and tier 1 capital. Subject to certain phase-in or phase-out provisions, tier 2 capital is composed primarily of qualifying subordinated long-term debt.
Certain other items, if applicable, must be deducted from tier 1 and tier 2 capital. These items primarily include deductible investments in unconsolidated banking, financial and insurance entities where we hold more than 50% of the entities' capital; anddetermine the amount of expected credit losses that exceeds recorded allowancesthese exposures using the SA-CCR under our standardized approach capital calculation. In addition, the final rule provides a simplified formula we will be required to use to determine the RWA amount of our central counterparty default fund contributions. The final rule also requires us to incorporate the SA-CCR into the calculation of our total leverage exposure for loan and other credit losses. Expected credit losses are calculatedthe purpose of calculating SLR. The effective date of this final rule implementing the SA-CCR is April 1, 2020, with a mandatory compliance date for wholesale credit exposures by formula in conformity with the Basel III final rule.
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As required by the Dodd-Frank Act, we and State Street Bank, as advanced approaches banking organizations, are subject to a permanent "capital floor," also referred to as the Collins Amendment, in the assessment of our regulatory capital adequacy, including the capital conservation buffer and countercyclical capital buffer described above in this "Supervision and Regulation" section). Since 2015, oursection. Our risk-based capital ratios for regulatory assessment purposes are the lower of each ratio calculated under the standardized approach and the advanced approaches.
Global Systemically Important Bank
In addition to the Basel III final rule,As a systemically important financial institution, we are subject to enhanced supervision and prudential standards. Our status as a G-SIB has also resulted in heightened prudential and conduct expectations of our U.S. and international regulators with respect to our capital and liquidity management and our compliance and risk oversight programs. These heightened expectations have increased our regulatory compliance costs, including personnel, technology and systems, as well as significant additional implementation and related costs to enhance our regulatory compliance programs. Regulatory compliance requirements are anticipated to remain at least at the Federal Reserve's final rule imposingelevated levels we have experienced over the past several years.
Failure to meet current and future regulatory capital requirements could subject us to a capital surcharge on U.S. G-SIBs. The surcharge requirements withinvariety of enforcement actions, including the final rule began to phase-in on January 2016 and will be fully effective on January 1, 2019. The eight U.S. banks deemed to be G-SIBs, includingtermination of State Street are required to calculate the G-SIB surcharge according to two methods, and be boundBank's deposit insurance by the higher of the two:FDIC, and to certain restrictions on our business, including those that are described above in this “Supervision and Regulation” section.
Method 1: Assesses systemic importance based upon five equally-weighted components: size, interconnectedness, complexity, cross-jurisdictional activity and substitutability;
Method 2: Alters the calculation from Method 1 by factoring in a wholesale funding score in place of substitutability and applying a 2x multiplier to the sum of the five components
Method 2 is identified as the binding methodology for State Street and the applicable surcharge on January 1, 2017 was calculated to be 1.5%. Assuming completion of the phase-in period for the capital conservation buffer, and a countercyclical buffer of 0%, the minimum capital ratios as of January 1, 2019, including a capital conservation buffer of 2.5% and G-SIB surcharge of 1.5% in 2019, would be 8.5% for common equity tier 1 capital, 10.0% for tier 1 risk-based capital and 12.0% for total risk-based capital, in order for State Street to make capital distributions and discretionary bonus payments without limitation. Further, State Street, like all other U.S. G-SIBs, is also subject to a 2% leverage buffer under the Basel III final rule. If State Street fails to exceed the 2% leverage buffer, it will be subject to increased restrictions (depending upon the extent of the shortfall) regarding capital distributions and discretionary executive bonus payments. Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors may not be subject to the same additional capital requirements.
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For additional information about our regulatory capital position and our regulatory capital adequacy, as well as current and future regulatory capital requirements, refer to "Capital" in “Financial Condition" in our Management's Discussion and Analysis, and Note 16 to the consolidated financial statements in this Form 10-K.
Total Loss-Absorbing Capacity (TLAC)
In December 2016, the Federal Reserve released its final rule on TLAC, LTD and clean holding company requirements for U.S. domiciled G-SIBs, such as State Street, thatus. The requirements are intended to improve the resiliency and resolvability of certain U.S. banking organizations through enhanced prudential standards. The TLAC final rule imposes: (1) external TLAC requirements (i.e., combined eligible tier 1 regulatory capital and eligible LTD); (2) separate eligibleexternal LTD requirements; and (3) clean holding company requirements designedthat impose restrictions on certain types of liabilities and limit non-TLAC related third party liabilities to make short-term unsecured debt (including deposits) and most other ineligible liabilities structurally senior to eligible LTD.5% of external TLAC.
Among other things, the TLAC final rule requires State Streetrequired us to comply with minimum requirements for external TLAC and external LTD plus an external TLAC buffer.as of January 1, 2019. Specifically, State Streetas of January 1, 2019, we must hold (1) combined eligible tier 1 regulatory capital and eligible LTD in the amount equal to at leastthe greater of 21.5% of total risk-weighted assets (using an estimatedRWA (18.0% minimum plus a 2.5% capital conservation buffer plus a G-SIB methodsurcharge calculated for these purposes under Method 1 surcharge of 1%1.0%) and 9.5% of total leverage exposure (7.5% minimum plus the eSLR buffer of 2.0%), as defined by the SLR final rule,rule; and (2) qualifying external LTD equal to the greater of 7.5% of risk-weighted assets (using an estimatedRWA (6.0% minimum plus a G-SIB surcharge calculated for these purposes under method 2 surcharge of 1.5%) and 4.5% of total leverage exposure, as defined by the SLR final rule. With our 2020 G-SIB surcharge of 1.0%, our LTD RWA requirement will decrease from 7.5% to 7.0% as of January 1, 2020.
Based upon current estimates, assumptionsWe requested and guidance, we project thatreceived from the Federal Reserve, an extension from January 1, 2019 to April 1, 2020, for compliance with TLAC andthe LTD will result in increasing our outstanding LTD by approximately $1.5 billion at December 31, 2018 comparedSLR requirements of the rule to debt outstanding at December 31, 2017. Our estimates regarding TLAC and LTD are subject to additional regulatory guidance and interpretation. State Street must complyalign with the TLAC final rule starting on January 1, 2019.implementation of EGRRCPA discussed above.
Liquidity Coverage Ratio and Net Stable Funding Ratio
In addition to capital standards, the Basel III final rule introduced two quantitative liquidity standards: the LCR and the NSFR.
We are subject to the final rule issued by the U.S. banking regulators implementing the BCBS'Basel Committee on Banking Supervision's (BCBS) LCR in the U.S. The LCR is intended to promote the short-term resilience of internationally active banking organizations, like State Street,us, to improve the banking industry's ability to absorb shocks arising from market stress over a 30 calendar day period and improve the measurement and management of liquidity risk.
The LCR measures an institution’s HQLA against its net cash outflows.outflows under a prescribed stress environment. We report LCR to the Federal Reserve daily. As of December 31, 2017, ourdaily and are required to calculate and maintain an LCR was in excess of the requirement ofthat is equal to or greater than 100%. In addition, we publicly disclose certain qualitative and quantitative information about our LCR consistent
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with the requirements of the Federal Reserve's December 2016 final rule.
Compliance with the LCR has required that we maintain an investment portfolio that contains an adequate amount of HQLA. In general, HQLA investments generate a lower investment return than other types of investments, resulting in a negative impact on our NII and our NIM. In addition, the level of HQLA we are required to maintain under the LCR is dependent upon our client relationships and the nature of services we provide, which may change over time. Deposits resulting from certain services provided (“operational deposits”) are treated as more resilient during periods of stress than other deposits. As a result, if balances of operational deposits increased relative to our total client deposit base, we would expect to require less HQLA in order to maintain our LCR. Conversely, if balances of operational deposits decreased relative to our total client deposit base, we would expect to require more HQLA.
The BCBS has also issued final guidance with respect to the NSFR. In the second quarter of 2016, the OCC,Office of the Comptroller of the Currency (OCC), Federal Reserve and FDIC issued a proposal to implement the NSFR in the U.S. that is largely consistent with the BCBS guidance. The proposal would require banking organizations to maintain an amount of available stable funding, which is calculated by applying standardized weightings to its equity and liabilities based on their expected stability, that is no less than the amount of its required stable funding, which is calculated by applying standardized weightings to its assets, derivatives exposures, and certain other off-balance sheet exposures based on their liquidity characteristics.
Failure to meet current and future regulatory capital requirements could subject us to a variety of enforcement actions, including the termination of State Street Bank's deposit insurance by the FDIC, and to certain restrictions on our business, including those that are described above in this “Supervision and Regulation” section.
For additional information about our regulatory capital position and our regulatory capital adequacy, as well as current and future regulatory capital requirements, refer to "Capital" in “Financial Condition" included under Item 7, Management's Discussion and Analysis, and Note 16 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
Capital Planning, Stress Tests and Dividends
Pursuant to the Dodd-Frank Act, the Federal Reserve has adopted capital planning and stress test requirements for large bank holding companies, including us, which form part of the Federal Reserve’s annual CCAR framework. CCAR is used by the
Federal Reserve to evaluate our management of capital, the adequacy of our regulatory capital and the potential requirement for us to maintain capital levels above regulatory minimums. Under the Federal Reserve’s capital plan final rule, we must conduct periodic stress testing of our business operations and submit an annual capital plan to the Federal Reserve, taking into account the results of separate stress tests designed by us and by the Federal Reserve.
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The capital plan must include a description of all of our planned capital actions over a nine-quarter planning horizon, including any issuance of debt or equity capital qualifying instruments, any capital distributions, such as payments of dividends on, or purchasesrepurchases of, our stock, and any similar action that the Federal Reserve determines could affect our consolidated capital. The capital plan must include a discussion of how we will maintain capital above the minimum regulatory capital ratios, including the minimum ratios under the Basel III final rule, that are phased in over the planning horizon, and serve as a source of strength to our U.S. depository institution subsidiaries under supervisory stress scenarios. The capital plan requirements mandate that we receive no objection to our plan from the Federal Reserve before making a capital distribution. These requirements could require us to revise our stress-testing or capital management approaches, resubmit our capital plan or postpone, cancel or alter our planned capital actions. In addition, changes in our strategy, merger or acquisition activity or unanticipated uses of capital could result in a change in our capital plan and its associated capital actions, including capital raises or modifications to planned capital actions, such as purchasesrepurchases of our stock, and may require resubmission of the capital plan to the Federal Reserve for its non-objection if, among other reasons, we would not meet our regulatory capital requirements after making the proposed capital distribution.
In addition to its capital planning requirements, the Federal Reserve has the authority to prohibit or to limit the payment of dividends by the banking organizations it supervises, including the Parent Company and State Street Bank, if, in the Federal Reserve’s opinion, the payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization. All of these policies and other requirements could affect our ability to pay dividends and purchaserepurchase our stock or require us to provide capital assistance to State Street Bank and any other banking subsidiary.
In June 2017, we received the results of the Federal Reserve’s review of our 2017 capital plan in connection with its 2017 annual CCAR process. The Federal Reserve did not object to the capital actions we proposed in our 2017 capital plan and, in June 2017, our Board approved a new common stock
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purchase program authorizing the purchase of up to $1.4 billion of our common stock from July 1, 2017 through June 30, 2018. As of December 31, 2017, we purchased approximately 7.4 million shares of our common stock at an average per-share cost of $94.54 and an aggregate cost of approximately $700 million under this program. Our 2017 capital plan included an increase, subject to approval by our Board, to our quarterly stock dividend to $0.42 per share from $0.38 per share, beginning in the third quarter of 2017. Our common stock and other stock dividends, including the declaration, timing and amount thereof, remain subject to consideration and approval by our Board of Directors at the relevant times.
In June 2019, we received the results of the Federal Reserve's review of our 2019 capital plan in connection with its 2019 annual CCAR process. The Federal Reserve did not object to our capital plan as part of the 2019 CCAR process. In connection with the capital plan, our Board approved a common stock purchase program authorizing the purchase of up to $2.0 billion of our common stock from July 1, 2019 through June 30, 2020 (the 2019 Program). We repurchased a total of $1.0 billion of our common stock in the third and fourth quarters of 2019 under the 2019 Program.
In June 2018, our Board approved a common stock purchase program authorizing the purchase of up
to $1.2 billion of our common stock from July 1, 2018 through June 30, 2019 (the 2018 Program). We repurchased a total of $600 million of our common stock in the first and second quarters of 2019 under the 2018 Program.
Stock purchases may be made using various types of mechanisms, including open market purchases, accelerated share repurchases or transactions off market, and may be made under Rule 10b5-1 trading programs. The timing of stock purchases, types of transactions and number of shares purchased will depend on several factors, including market conditions and State Street’s capital positions, financial performance and investment opportunities. Our common stock purchase programs do not have specific price targets and may be suspended at any time. We may employ third-party broker/dealers to acquire shares on the open market in connection with our common stock purchase programs.
The Federal Reserve, under the Dodd-Frank Act, requires us to conduct semi-annual State Street-run stress tests and to publicly disclose the summary results of our State Street-run stress tests under the severely adverse economic scenario. In October 2017,November 2019, we provided summary results of our 20172019 mid-cycle State Street-run stress tests on the “Investor Relations” section of our corporate website. We are also required to undergo an annual supervisory stress test conducted by the Federal Reserve. The EGRRCPA modifies certain aspects of these stress-testing requirements, reducing the number of scenarios in the Federal Reserve’s supervisory stress test from three to two and modifying our obligation to perform company-run stress-tests from semi-annually to annually. The Federal Reserve adopted a final rule in October 2019 that, among other things, implemented this modification.
The Dodd-Frank Act also requires State Street Bank to conduct an annual stress test. State Street Bank must submitpublished a summary of its 2018 annual State Street Bank-run stress test to the Federal Reserve by April 5, 2018.results on June 21, 2019.
In January 2017, the Federal Reserve adopted revisions to the capital plan and stress test requirements that, among other things, reduce the de minimis threshold for additional capital distributions that a firm may make during a capital plan cycle without seeking the Federal Reserve’s prior approval. The final rule also establishes a one-quarter “blackout period” while the Federal Reserve is conducting CCAR during which firms are not permitted to submit de minimis exception notices or prior approval requests for additional capital distributions. The Federal Reserve is currently considering making further changes to CCARits capital planning and stress testing requirements.
On April 10, 2018, the Federal Reserve issued a proposal to integrate its annual capital planning and stress testing requirements which may change our minimumwith certain ongoing regulatory capital requirements. The proposal, which would apply to certain bank holding companies, including us, would introduce a Stress Capital Buffer (SCB) and a Stress Leverage Buffer (SLB) and related changes to the capital planning and stress testing processes. Under the proposal, the requirements would apply only with respect to the standardized approach and tier 1 leverage regulatory capital requirements.
In the standardized approach, the SCB would replace the existing capital conservation buffer. The
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standardized approach SCB would equal the greater of (i) the maximum decline in our CET1 capital ratio under the severely adverse scenario over the supervisory stress test measurement period, plus the sum of the ratios of the dollar amount of our planned common stock dividends to our projected RWA for each of the fourth through seventh quarters of the supervisory stress test projection period; and (ii) 2.5%. Regulatory capital requirements under the standardized approach would include the SCB, as summarized above, as well as our G-SIB capital surcharge and any applicable countercyclical capital buffer.
Like the SCB, the SLB would be calculated based on the results of our annual supervisory stress tests. The SLB would equal the maximum decline in our tier 1 leverage ratio under the severely adverse scenario, plus the sum of the ratios of the dollar amount of our planned common stock dividends to our projected leverage ratio denominator for each of the fourth through seventh quarters of the supervisory stress test projection period. No floor would be established for the SLB, which would apply in addition to the current minimum tier 1 leverage ratio of 4%.
The proposal would make related changes to capital planning and stress testing processes for bank holding companies subject to these requirements. In particular, the proposal would limit projected capital actions to planned common stock dividends in the fourth through seventh quarters of the supervisory stress test projection period and would assume that bank holding companies maintain a constant level of assets and RWA throughout the supervisory stress test projection period.
If the proposal is adopted, limitations on capital distributions and discretionary bonus payments to executive officers would be determined by the most stringent limitation, if any, as determined under the standardized approach or the tier 1 leverage ratio, inclusive of the proposed stress buffer requirements, or the advanced approaches or SLR or TLAC requirements, inclusive of applicable buffers.
The proposed stress buffer requirements are not yet effective. However, we expect the Federal Reserve may finalize certain elements of the proposed requirements and re-propose other elements, which re-proposals will again be subject to public comment.
The Volcker Rule
We are subject to the Volcker ruleRule and implementing regulations. The Volcker ruleRule prohibits banking entities, including us and our affiliates, from engaging in certain prohibited proprietary trading activities, as defined in the final Volcker ruleRule regulations, subject to exemptions for market-making related activities, risk-mitigating hedging, underwriting and certain other activities. The Volcker ruleRule also requires banking entities to either restructure or divest certain ownership interests in, and relationships with, covered
funds (as such terms are defined in the final Volcker ruleRule regulations).
The final Volcker ruleRule regulations require banking entities to establish extensive programs designed to ensurepromote compliance with the restrictions of the Volcker rule.Rule. We have established a compliance program which we believe complies with the final Volcker ruleRule regulations as currently in effect. Such compliance program restricts our ability in the future to service certain types of funds, in particular covered funds for which SSGAState Street Global Advisors acts as an advisor and certain types of trustee relationships. Consequently, Volcker ruleRule compliance entails both the cost of a compliance program and loss of certain revenue and future opportunities.
In October 2019, the Federal Reserve and the other federal financial regulatory agencies responsible for the Volcker Rule regulations adopted an interagency final rule that revised certain elements of those regulations. The changes focus on proprietary trading, including the metrics reporting requirements and certain requirements imposed in connection with permitted market making, underwriting and risk-mitigating hedging activities, including market-making in and underwriting of covered funds. These revisions became effective on January 1, 2020, with compliance required by January 1, 2021. We do not expect the revisions to have a material impact on us. We understand the agencies responsible for the Volcker Rule regulations intend to issue a separate proposal recommending changes focused on the covered funds provisions which generally prohibit any banking entity from acquiring or retaining an ownership interest in, sponsoring, or having certain relationships with, a hedge fund or private equity fund.
Enhanced Prudential Standards
AsThe Dodd-Frank Act, as amended by the EGRRCPA, establishes a SIFI, wesystemic risk regime to which large bank holding companies with $100 billion or more in consolidated assets, such as us, are subject. The Federal Reserve is required to tailor the application of the enhanced prudential standards to bank holding companies based on their size, complexity, risk profile and other factors. U.S. G-SIBs, such as us, are expected to remain subject to heightened prudential standards,the most stringent requirements, including heightened capital, leverage, liquidity and risk management requirements and single-counterparty credit limits and early remediation requirements. Bank holding companies with $50 billion or more in consolidated assets, which includes us, became automatically subject to the systemic-risk regime in 2010.(SCCL).
The FSOC can recommend prudential standards, reporting and disclosure requirements to the Federal Reserve for SIFIs, and must approve any finding by the Federal Reserve that a financial institution poses a grave threat to financial stability and must undertake mitigating actions. The FSOC is also empowered to designate systemically important payment, clearing and settlement activities of financial institutions, subjecting them to prudential supervision and
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regulation, and, assisted by the Office of Financial Research within the U.S. Department of the Treasury can gather data and reports from financial institutions, including us.
Under the Federal Reserve's final rule implementing certain enhanced prudential standards for large bank holding companies,regulation under the Dodd-Frank Act, as amended by the EGRRCPA, we are required to comply with various liquidity-related risk management standards and maintain a liquidity buffer of unencumbered highly liquid assets based on the results of internal liquidity stress testing. This liquidity buffer is in addition to other liquidity requirements, such as the LCR and, when implemented, the NSFR. The final ruleregulations also establishesestablish requirements and responsibilities for our risk committee and mandatesmandate risk management standards. We became subject to these standards in January 2015.
In March 2016,On June 14, 2018, the Federal Reserve re-proposedfinalized rules that would establish single-counterparty credit limitsestablished SCCL for large banking organizations, with more stringent limits for the largest banking organizations. U.S. G-SIBs, including us, would beare subject to a limit of 15% of tier 1 capital for aggregate net credit exposures to any “major counterparty” (defined asto include other U.S. G-SIBs, foreign G-SIBs and non-bank SIFIssystemically important financial institutions supervised by the
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Federal Reserve) and. In addition, we are subject to a limit of 25% of tier 1 capital for aggregate net credit exposures to any other unaffiliated counterparty. The final SCCL rules became effective for us on January 1, 2020.
In September 2017, theThe Federal Reserve issuedhas established a final rule that imposes contractual requirements on certain “qualified financial contracts” to which U.S. G-SIBs, including us, and their subsidiaries are parties. Under the final rule, certain qualified financial contracts generally must expressly provide that transfer restrictions and default rights against a U.S. G-SIB, or subsidiary of a U.S. G-SIB, are limited to the same extent as they would be under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Act and their implementing regulations. In addition, certain qualified financial contracts may not, among other things, permit the exercise of any cross-default right against a U.S. G-SIB or subsidiary of a U.S. G-SIB based on an affiliate’s entry into insolvency, resolution or similar proceedings, subject to certain creditor protections. There is a phased-in compliance schedule based on counterparty type, with aand the first compliance date ofwas January 1, 2019.
In addition, the final rules create an early-remediation regime to address financial distress or material management weaknesses determined with reference to four levels of early remediation, including heightened supervisory review, initial remediation, recovery, and resolution assessment, with specific limitations and requirements tied to each level.
The systemic-risk regime also provides that for institutionsU.S. G-SIBs deemed to pose a grave threat to U.S. financial stability, the Federal Reserve, upon an FSOC vote, must limit that institution’s ability to merge, restrict its ability to offer financial products, require it to terminate activities, impose conditions on activities or, as a last resort, require it to dispose of assets. Upon a grave-threatgrave threat determination by the FSOC, the Federal Reserve must issue rules that require financial institutions subject to the systemic-risk regime to maintain a debt-to-equity ratio of no more than 15 to 1 if the FSOC considers it necessary to mitigate the risk
of the grave threat. The Federal Reserve also has the ability to establish further standards, including those regarding contingent capital, enhanced public disclosures and limits on short-term debt, including off-balance sheet exposures.
Recovery and Resolution Planning
State Street, like other bank holding companies with total consolidated assets of $50 billion or more,We are required to periodically submitssubmit a plan for rapid and orderly resolution in the event of material financial distress or failure, — commonly referred to as a resolution plan or a living will, — to the Federal Reserve and the FDIC under Section 165(d) of the Dodd-Frank Act. Through resolution planning, we seek, in the event of theour insolvency, of State Street, to maintain State Street
Bank’s role as a key infrastructure provider within the financial system, while minimizing risk to the financial system and maximizing value for the benefit of our stakeholders. We have and will continue to focus management attention and resources to meet regulatory expectations with respect to resolution planning.
We submitted our 2017updated 2019 165(d) resolution plan describing our preferred resolution strategy to the Federal Reserve and FDIC on June 30, 2017. On December 19, 2017,(the Agencies) before July 1, 2019, and our resolution strategy is materially consistent with our prior resolution strategy. The submitted 2019 resolution plan was reviewed by the Federal Reserve and FDIC announced that they had completed their review and hadAgencies, which did not identifiedidentify any deficiencies or specific shortcomings. Nonetheless,in the agencies identified four common areas in which more work may needplan, but did identify one shortcoming related to be donethe implementation of governance mechanisms. The Agencies have requested we submit our remediation project plan to address this feedback by all firms, including State Street, to continue to improve resolvability: intra-group liquidity; internal loss-absorbing capacity; derivatives; and payment, clearing and settlement activities. State Street’sMarch 31, 2020. Our next resolution plan is due July 1, 2019.2021.
In the event of material financial distress or failure, our preferred resolution strategy is the SPOE Strategy. The SPOE Strategy provides that prior to the bankruptcy of the Parent Company and pursuant to a support agreement among the Parent Company, SSIF (a direct subsidiary of the Parent Company), State Street’sour Beneficiary Entities (as defined below) and certain of our other State Street entities, SSIF is obligated, up to its available resources, to recapitalize and/or provide liquidity to State Street Bank and the other State Street entities benefiting from such capital and/or liquidity support (collectively with State Street Bank, “Beneficiary Entities”), in amounts designed to prevent the Beneficiary Entities from themselves entering into resolution proceedings. Following the recapitalization of, or provision of liquidity to the Beneficiary Entities, the Parent Company would enter into a bankruptcy proceeding under the U.S. Bankruptcy Code. The Beneficiary Entities and our other State Street subsidiaries would be transferred to a newly organized holding company held by a reorganization trust for the benefit of the Parent Company’s claimants.
Under the support agreement, the Parent Company has pre-funded SSIF by contributing certain of its assets (primarily its liquid assets, cash deposits, investments in intercompany debt, investments in
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marketable securities and other cash and non-cash equivalent investments) to SSIF contemporaneous with enteringat the time it entered into the support agreement and will continue to contribute such assets, to the extent available, on an on-goingongoing basis. In consideration for these contributions, SSIF has agreed in the support agreement to provide capital and liquidity support to the Parent Company and all of the Beneficiary Entities in accordance with the Parent Company’s capital and liquidity policies. Under the support agreement, the Parent Company is only permitted to
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retain cash needed to meet its upcoming obligations and to fund expected expenses during a potential bankruptcy proceeding. SSIF has provided the Parent Company with a committed credit line and issued (and may issue) one or more promissory notes to the Parent Company (the "Parent Company Funding Notes") that together are intended to allow the Parent Company to continue to meet its obligations throughout the period prior to the occurrence of a "Recapitalization Event" (as defined below). The support agreement does not contemplate thatobligate SSIF is obligated to maintain any specific level of resources and SSIF may not have sufficient resources to implement the SPOE Strategy.
In the event a Recapitalization Event occurs, the obligations outstanding under the Parent Company Funding Notes would automatically convert into or be exchanged for capital contributed to SSIF. The obligations of the Parent Company and SSIF under the support agreement are secured through a security agreement that grants a lien on the assets that the Parent Company and SSIF would use to fulfill their obligations under the support agreement to the Beneficiary Entities. SSIF is a distinct legal entity separate from the Parent Company and the Parent Company’s other affiliates.
In accordance with itsour policies, State Street iswe are required to monitor, on an ongoing basis, the capital and liquidity needs of State Street Bank and theour other Beneficiary Entities. To support this process, State Street haswe have established a trigger framework that identifies key actions that would need to be taken or decisions that would need to be made if certain events tied to State Street’sour financial condition occur. In the event that State Street experienceswe experience material financial distress, the support agreement requires State Streetus to model and calculate certain capital and liquidity triggers on a regular basis to determine whether or not the Parent Company should commence preparations for a bankruptcy filing and whether or not a Recapitalization Event has occurred.
Upon the occurrence of a Recapitalization Event: (1) SSIF would not be authorized to provide any further liquidity to the Parent Company; (2) the Parent Company would be required to contribute to SSIF any remaining assets it is required to contribute to SSIF under the support agreement (which specifically exclude amounts designated to fund expected expenses during a potential bankruptcy proceeding); (3) SSIF would be required to provide capital and
liquidity support to the Beneficiary Entities to support such entities’ continued operation to the extent of its available resources and consistent with the support agreement; and (4) the Parent Company would be expected to commence Chapter 11 proceedings under the U.S. Bankruptcy Code. No person or entity, other than a party to the support agreement, should rely including in evaluating any
State Street entity from a creditor's perspective or determining whether to enter into a contractual relationship with any State Street entity, on any State Street affiliateof our affiliates being or remaining a Beneficiary Entity or receiving capital or liquidity support pursuant to the support agreement.agreement, including in evaluating any of our entities from a creditor's perspective or determining whether to enter into a contractual relationship with any of our entities.
A “Recapitalization Event” is defined under the support agreement as the earlier occurrence ofof: (1) one or more capital and liquidity thresholds being breached or (2) the authorization by the Parent Company's Board of Directors for the Parent Company to commence bankruptcy proceedings. TheseThe thresholds are set at levels intended to provide for the availability of sufficient capital and liquidity to enable an orderly resolution without extraordinary government support. The SPOE Strategy and the obligations under the support agreement may result in the recapitalization of State Street Bank and the commencement of bankruptcy proceedings by the Parent Company at an earlier stage of financial stress than might otherwise occur without such mechanisms in place. An expected effect of the SPOE Strategy and applicable TLAC regulatory requirements is that State Street’sour losses will be imposed on the Parent Company shareholders and the holders of long-term debt and other forms of TLAC securities currently outstanding or issued in the future by the Parent Company, as well as on any other Parent Company creditors, before any of itsour losses are imposed on the holders of the debt securities of the Parent Company's operating subsidiaries or any of their depositors or creditors, or before U.S. taxpayers are put at risk.
There can be no assurance that credit rating agencies in response to our resolution plan or the support agreement, will not downgrade, place on negative watch or change their outlook on our debt credit ratings in response to our resolution plan or the support agreement, either generally or onwith respect to specific debt securities. Any such downgrade, placement on negative watch or change in outlook could adversely affect our cost of borrowing, limit our access to the capital markets or result in restrictive covenants in future debt agreements and could also adversely impact the trading prices, or the liquidity, of our outstanding debt securities.
State Street Bank is also required to submit periodically to the FDIC a plan for resolution in the event of its failure, referred to as an IDIinsured depository institution (IDI) plan. UnderIn April 2019, the FDIC issued an advance notice of proposed rulemaking in which it invited comment on potential revisions to its IDI plan rule, submissionrequirements. Until the FDIC’s revisions to its IDI plan
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requirements are finalized, no IDI plans will be required to be filed.
Additionally, we are required to submit a recovery plan for State Street to the Federal Reserve. This plan includes detailed governance triggers and contingency actions that can be implemented in a timely manner in the event of the IDI plan is scheduled for July 1, 2018.extreme financial distress in those entities.
Orderly Liquidation Authority
Under the Dodd-Frank Act, certain financial companies, including bank holding companies such as State Street,us, and certain covered subsidiaries, can be subjected to the orderly liquidation authority. The U.S. Treasury Secretary, in consultation withFor the U.S. President, must first make certain extraordinary
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financial distress and systemic risk determinations, and action mustFDIC to be recommended byappointed as our receiver, two-thirds of the FDIC Board and two-thirds of the Federal Reserve Board.Board must recommend appointment, and the U.S. Treasury Secretary, in consultation with the U.S. President, must then make certain extraordinary financial distress and systemic risk determinations. Absent such actions, we, as a bank holding company, would remain subject to the U.S. Bankruptcy Code.
The orderly liquidation authority went into effect in 2010, and rulemaking is proceeding in stages,incrementally, with some regulations now finalized and others planned but not yet proposed. If we were subject to the orderly liquidation authority, the FDIC would be appointed as the receiver of State Street Bank, which would give the FDIC considerable powers to resolve us, including: (1) the power to remove officers and directors responsible for our failure and to appoint new directors and officers; (2) the power to assign assets and liabilities to a third party or bridge financial company without the need for creditor consent or prior court review; (3) the ability to differentiate among creditors, including by treating junior creditors better than senior creditors, subject to a minimum recovery right to receive at least what they would have received in bankruptcy liquidation; and (4) broad powers to administer the claims process to determine distributions from the assets of the receivership to creditors not transferred to a third party or bridge financial institution.
In 2013, the FDIC released its proposed single-point-of-entrySPOE strategy for resolution of a SIFI under the orderly liquidation authority. The FDIC’s release outlines how it would use its powers under the orderly liquidation authority to resolve a SIFI by placing its top-tier U.S. holding company in receivership and keeping its operating subsidiaries open and out of insolvency proceedings by transferring the operating subsidiaries to a new bridge holding company, recapitalizing the operating subsidiaries and imposing losses on the shareholders and creditors of the holding company in receivership according to their statutory order of priority.
Derivatives
Title VII of the Dodd-Frank Act imposed a comprehensive regulatory structure on the OTC derivatives market, including requirements for clearing, exchange trading, capital, margin, reporting and record-keeping.record-
keeping. Title VII also requires certain persons to register as a major swap participant, a swap dealer or a securities-based swap dealer. The CFTC, the SEC, and other U.S. regulators have largely implemented key provisions of Title VII, although certain final regulations have only been in place a short period of time and others have not been finalized. Through this rulemaking process, these regulators collectively have adopted or proposed, among other things, regulations relating to reporting and record-keeping obligations, margin and capital requirements, the scope of registration and the
central clearing and exchange trading requirements for certain over-the-counterOTC derivatives. The CFTC has also issued rules to enhance the oversight of clearing and trading entities. The CFTC, along with other regulators, including the Federal Reserve, have also issued final rules with respect to margin requirements for uncleared derivatives transactions.
State Street Bank has registered provisionally with the CFTC as a swap dealer. As a provisionally registered swap dealer, State Street Bank is subject to significant regulatory obligations regarding its swap activity and the supervision, examination and enforcement powers of the CFTC and other regulators. The CFTC has granted State Street Bank a limited-purpose swap dealer designation. Under this limited-purpose designation, interest-rateinterest rate swap activity engaged in by State Street Bank’s Global Treasury group is not subject to certain of the swap regulatory requirements otherwise applicable to swaps entered into by a registered swap dealer, subject to a number of conditions. For all other swap transactions, our swap activities remain subject to all applicable swap dealer regulations.
Money Market Funds
The SEC has adopted amendments to the regulations governing money market funds to address potential systemic risks and improve transparency for money market fund investors. Among other things, the amendments require a floating net asset value for institutional prime money market funds (i.e., money market funds that are either not restricted to natural person investors or not restricted to investing primarily in U.S. government securities) and permit (and in some cases require) all money market funds to impose redemption fees and gates under certain circumstances. As a result of these reforms, money market funds may be required to take certain steps that will affect their structure and/or operations, which could in turn affect the liquidity, marketability and return potential of such funds. Full conformance with these amendments was required by October 14, 2016.
Money market reforms are also being introduced in Europe in 2018 and 2019. The SEC's amended regulations, and the potential reforms in Europe, could alter the business models of money market fund sponsors and asset managers, including many of our servicing clients and SSGA, and may result in reduced levels of investment in money market funds. As a result, these requirements may have an adverse impact on our business, our operations or our consolidated results of operations.
Subsidiaries
The Federal Reserve is the primary federal banking agency responsible for regulating us and our subsidiaries, including State Street Bank, with respect to both our U.S. and non-U.S. operations.
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Our banking subsidiaries are subject to supervision and examination by various regulatory authorities. State Street Bank is a member of the Federal Reserve System, its deposits are insured by the FDIC and it is subject to applicable federal and state banking laws and to supervision and examination by the Federal Reserve, as well as by the Massachusetts Commissioner of Banks, the FDIC, and the regulatory authorities of those states and countries in which State Street Bank operates a branch. Our other subsidiary trust companies are subject to supervision and examination by the OCC, the Federal Reserve or by the appropriate state banking regulatory authorities of the states in which they are organized and operate. Our non-U.S. banking subsidiaries are subject to regulation by the regulatory authorities of the countries in which they operate.
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We and our subsidiaries that are not subsidiaries of State Street Bank are affiliates of State Street Bank under federal banking laws, which impose restrictions on various types of transactions, including loans, extensions of credit, investments or asset purchases by or from State Street Bank, on the one hand, to us and those of our subsidiaries, on the other. Transactions of this kind between State Street Bank and its affiliates are limited with respect to each affiliate to 10% of State Street Bank’s capital and surplus, as defined by the aforementioned banking laws, and to 20%are limited in the aggregate for all affiliates to 20% of State Street Bank's capital and surplus, and in some cases are also subject to strict collateral requirements. Derivatives, securities borrowing and securities lending transactions between State Street Bank and its affiliates became subject to these restrictions pursuant to the Dodd-Frank Act. The Dodd-Frank Act also expanded the scope of transactions required to be collateralized. In addition, the Volcker ruleRule generally prohibits similar transactions between the Parent Company or any of its affiliates and covered funds for which we or any of our affiliates serve as the investment manager, investment adviser, commodity trading advisor or sponsor and other covered funds organized and offered pursuant to specific exemptions in the final Volcker ruleRule regulations.
Federal law also requires that certain transactions by a bank with affiliates be on terms and under circumstances, including credit standards, that are substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions involving other non-affiliated companies. Alternatively, in the absence of comparable transactions, the transactions must be on terms and under circumstances, including credit standards, that in good faith would be offered to, or would apply to, non-affiliated companies.
State Street Bank is also prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or lease or sale of property or furnishing of services. Federal law provides as well for a depositor preference on amounts realized from the liquidation or other resolution of any depository institution insured by the FDIC.
Our subsidiaries, SSGAState Street Global Advisors FM and SSGAState Street Global Advisors Ltd., act as investment advisers to investment companies registered under the Investment Company Act of 1940. SSGAState Street Global Advisors FM, incorporated in Massachusetts in 2001 and headquartered in Boston, Massachusetts, is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and is registered with the CFTC as a commodity trading adviser and pool operator. SSGAState Street Global Advisors Ltd., incorporated in 1990 as a U.K. limited company and domiciled in the U.K., is also registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. SSGAState Street Global Advisors Ltd. is also
authorized and regulated by the FCAUnited Kingdom Financial Conduct Authority (U.K. FCA) and is an investment firm under the MiFID.Markets in Financial Instruments Directive. Our subsidiary, State Street Global Advisors Asia Limited, (SSGA Asia), a Hong Kong incorporated company, is registered as an investment adviser with the SEC and additionally is licensed by the Securities and Futures Commission of Hong Kong to perform a variety of activities, including asset management. SSGAState Street Global Advisors Asia Limited also holds permits as a qualified foreign institutional Investor (QFII) and a renminbi qualified foreign institutional investor (RQFII), approved by the Securities Regulatory Commission in the People’s Republic of China, and in Korea is registered with the Financial Services Commission as a cross-border investment advisory company and a cross-border discretionary investment management company. In addition, a major portion of our investment management activities are conducted by State Street Global Advisors Trust Company, which is a subsidiary of State Street Bank and a Massachusetts chartered trust company subject to the supervision of the Massachusetts Commissioner of Banks and the Federal Reserve with respect to these activities.
Many aspects of our investment management activities are subject to federal and state laws and regulations primarily intended to benefit the investment holder, rather than our shareholders.
These laws and regulations generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict us from conducting our investment management activities in the event that we fail to comply with such laws and regulations, and examination authority. Our business related to investment management and trusteeship of collective trust funds and separate accounts offered to employee benefit plans is subject to ERISA,Employee Retirement Income Security Act (ERISA), and is regulated by the U.S. DOL.
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State Street has twoWe have three subsidiaries that operate as a U.S. broker/dealer and are registered as such with the SEC, are subject to regulation by the SEC (including the SEC's net capital rule) and are members of the Financial Industry Regulatory Authority, a self-regulatory organization. State Street Global Advisors Funds Distributors, LLC (SSGAFD) operates as a limited purpose broker/dealer that provides distributing and related marketing activities for SSGA's U.S. mutual funds and ETFs. SSGAFDETFs associated with State Street Global Advisors. State Street Global Advisors Funds Distributors, LLC also acts as a placement agent formay privately offer certain private fundsState Street Global Advisors advised by SSGA FM. Our other U.S. broker/dealer isfunds. State Street Global Markets, LLC (SSGM LLC) whichis a U.S. broker/dealer that provides agency execution services.
The U.K. We also acquired Charles River Brokerage, LLC, a U.S. broker/dealer, business operates throughas part of our subsidiary, State Street Global Markets International Limited, which is registered in the U.K. as a regulated securities broker, is authorized and regulated by the FCA and is an investment firm under the MiFID, and is a memberacquisition of the London Stock Exchange. In accordance with the rules of the FCA, the U.K. broker/dealer publishes information on its risk management objectives and on policies associated with its regulatory capital requirements and resources.
Our activities as a futures commission merchant are subject to regulation by the CFTC in the U.S. and various regulatory authorities internationally, as well as the membership requirements of the applicable clearinghouses.CRD. In addition, we have a subsidiary, SwapEX, LLC, registered with the CFTC in the U.S. as a swap execution facility.
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Our businesses, including our investment management and securities and futures businesses, are also regulated extensively by non-U.S. governments, securities exchanges, self-regulatory organizations, central banks and regulatory bodies, especially in those jurisdictions in which we maintain an office. For instance, among others, the FCA, the U.K. PRAFCA and the Bank of EnglandUnited Kingdom Prudential Regulation Authority regulate our activities in the U.K.; the Central Bank of Ireland regulates our activities in Ireland; the German Federal Financial Supervisory Authority regulates our activities in Germany; the Commission de Surveillance du Secteur Financier regulates our activities in Luxembourg; our German banking group is also subject to direct supervision by the European Central Bank under the ECB Single Supervisory Mechanism; the Securities and Futures Commission regulates our asset management activities in Hong Kong; the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission regulate our activities in Australia; and the Financial Services Agency and the Bank of Japan regulate our activities in Japan. We have established policies, procedures and systems designed to comply with the requirements of these organizations. However, as a global financial services institution, we face complexity, costs and risks related to regulation.
The majority of our non-U.S. asset servicing operations are conducted pursuant to the Federal Reserve's Regulation K through State Street Bank’s Edge Act subsidiary or through international branches of State Street Bank. An Edge Act corporation is a corporation organized under federal law that conducts foreign business activities. In general, banks may not make investments in their Edge Act corporations (and similar state law corporations) that exceed 20% of their capital and surplus, as defined in the relevant banking regulations, and the investment of any amount in excess of 10% of capital and surplus requires the prior approval of the Federal Reserve.
In addition to our non-U.S. operations conducted pursuant to Regulation K, we also make new investments abroad directly (through us or through our non-banking subsidiaries) pursuant to the Federal Reserve's Regulation Y, or through international bank branch expansion, neither of which is subject to the investment limitations applicable to Edge Act subsidiaries.
Additionally, Massachusetts has its own bank holding company statute, under which State Street,we, among other things, may be required to obtain prior approval by the Massachusetts Board of Bank Incorporation for an acquisition of more than 5% of any additional bank's voting shares, or for other forms of bank acquisitions.
Anti-Money Laundering and Financial Transparency
We and certain of our subsidiaries are subject to the Bank Secrecy Act of 1970, as amended by the USA PATRIOT Act of 2001, and related regulations, which contain AML and financial transparency provisions and which require implementation of an AML compliance program, including processes for verifying client identification and monitoring client transactions and detecting and reporting suspicious activities. AML laws outside the U.S. contain similar requirements. We have implemented policies, procedures and internal controls that are designed to promote compliance with applicable AML laws and regulations. AML laws and regulations applicable to our operations may be more stringent than similar requirements applicable to our non-regulated competitors or financial institutions principally operating in other jurisdictions. Compliance with applicable AML and related requirements is a common area of review for financial regulators, and any failure by us to comply with these requirements could result in fines, penalties, lawsuits, regulatory sanctions, difficulties in obtaining governmental approvals, restrictions on our business activities or harm to our reputation.
On June 1,In 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to
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deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC.Office of Foreign Assets Control (OFAC). As part of this agreement, we have been required to, among other things, implement improvements to our compliance programs and retain an independent firm to conduct a review of account and transaction activity to evaluate whether any suspicious activity was not previously reported.programs. If we fail to comply with the terms of the written agreement, we may become subject to fines and other regulatory sanctions, which may have a material adverse effect on us.
Deposit Insurance
FDIC-insured depository institutions are required to pay deposit insurance assessments to the FDIC. The Dodd-Frank Act made permanent the general $250,000 deposit insurance limit for insured deposits.
The FDIC’s DIFDeposit Insurance Fund (DIF) is funded by assessments on insuredFDIC-insured depository institutions. The FDIC assesses DIF premiums based on an insured depository institution's average consolidated total assets, less the average tangible equity of the insured depository institution during the assessment period. For larger institutions, such as State Street Bank, assessments are determined based on regulatory ratings and forward-looking financial measures to calculate the assessment rate, which is subject to adjustments by the FDIC, and the assessment base.
The FDIC is required to determine whether and to what extent adjustments to the assessment base are appropriate for “custody banks" that satisfy specified institutional eligibility criteria. The FDIC has concluded that certain liquid assets could be excluded from the deposit insurance assessment base of custody banks.
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This has the effect of reducing the amount of DIF insurance premiums due from custody banks. State Street Bank isqualifies as a custody bank for this purpose. The custody bank assessment adjustment may not exceed total transaction account deposits identified by the institution as being directly linked to a fiduciary or custody and safekeeping asset.
In March 2016, the FDIC issued a final rule that imposes on IDIs with at least $10 billion in assets, which includes State Street Bank, a surcharge of 4.5 cents per $100 per annum of their assessment base for deposit insurance, as defined by the FDIC, until the DIF reaches the required ratio of 1.35, which the FDIC estimates will occur in 2018. The surcharge took effect for the assessment period beginning July 2016.
Prompt Corrective Action
The FDIC Improvement Act of 1991 requires the appropriate federal banking regulator to take “prompt corrective action” with respect to a depository
institution if that institution does not meet certain capital adequacy standards, including minimum capital ratios. While these regulations apply only to banks, such as State Street Bank, the Federal Reserve is authorized to take appropriate action against a parent bank holding company, such as our Parent Company, based on the under-capitalized status of any banking subsidiary. In certain instances, we would be required to guarantee the performance of a capital restoration plan if one of our banking subsidiaries were undercapitalized.
Support of Subsidiary Banks
Under Federal Reserve regulations, a bank holding company such as our Parent Company is required to act as a source of financial and managerial strength to its banking subsidiaries. This requirement was added to the Federal Deposit Insurance Act by the Dodd-Frank Act. This means that we have a statutory obligation to commit resources to State Street Bank and any other banking subsidiary in circumstances in which we otherwise might not do so absent such a requirement. In the event of bankruptcy, any commitment by us to a federal bank regulatory agency to maintain the capital of a banking subsidiary will be assumed by the bankruptcy trustee and will be entitled to a priority payment.
Insolvency of an Insured U.S. Subsidiary Depository Institution
If the FDIC is appointed the conservator or receiver of an FDIC-insured U.S. subsidiary depository institution, such as State Street Bank, upon its insolvency or certain other events, the FDIC has the ability to transfer any of the depository institution’s assets and liabilities to a new obligor without the approval of the depository institution’s creditors, enforce the terms of the depository institution’s contracts pursuant to their terms or repudiate or disaffirm contracts or leases to which the depository institution is a party. Additionally, the claims of holders of deposit liabilities and certain claims for administrative expenses against an insured depository institution would be afforded priority over other general unsecured claims against such an institution, including claims of debt holders of the institution and, under current interpretation, depositors in non-U.S. branches and offices, in the liquidation or other resolution of such an institution by any receiver. As a result, such persons
would be treated differently from and could receive, if anything, substantially less than the depositors in U.S. offices of the depository institution.
Cyber Risk Management
In October 2016, the Federal Reserve, FDIC and OCC issued an advance notice of proposed rulemaking regarding enhanced cyber risk management standards, which would apply to a wide range of large financial institutions and their third-party service providers, including us and our banking subsidiaries. The proposed standards would expand existing cyber-security regulations and guidance to focus on cyber risk governance and management; management of internal and external dependencies; and incident response, cyber resilience and situational awareness. In addition, the proposal contemplates more stringent standards for institutions with systems that are critical to the financial sector. Although the FDIC and OCC in 2019 each withdrew the advance notice of proposed rulemaking, the Federal Reserve has not withdrawn the advance notice and may still propose such a rule.
Further discussion of cyber-security risk management is provided in "Information Technology Risk Management" included in our Management's Discussion and Analysis in this Form 10-K.
ECONOMIC CONDITIONS AND GOVERNMENT POLICIES
Economic policies of the U.S. government and its agencies influence our operating environment. Monetary policy conducted by the Federal Reserve
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directly affects the level of interest rates, which may affect overall credit conditions of the economy. Monetary policy is applied by the Federal Reserve through open market operations in U.S. government securities, changes in reserve requirements for depository institutions, and changes in the discount rate and availability of borrowing from the Federal Reserve. Government regulation of banks and bank holding companies is intended primarily for the protection of depositors of the banks, rather than for the shareholders of the institutions and therefore may, in some cases, be adverse to the interests of those shareholders. We are similarly affected by the economic policies of non-U.S. government agencies, such as the ECB.
CYBER RISK MANAGEMENT
In October 2016, the Federal Reserve, FDIC and OCC issued an advance notice of proposed rulemaking regarding enhanced cyber risk management standards, which would apply to a wide range of large financial institutions and their third-party service providers, including State Street and its banking subsidiaries. The proposed standards would expand existing cybersecurity regulations and guidance to focus on cyber risk governance and management; management of internal and external dependencies; and incident response, cyber resilience and situational awareness. In addition, the proposal contemplates more stringent standards for institutions with systems that are critical to the financial sector.
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
The following information included under Items 6, 7 and 8 ofin this Form 10-K, is incorporated by reference herein:
“Selected Financial Data” table (Item 6) - presents return on average common equity, return on average assets, common dividend payout and equity-to-assets ratios.
“Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” table (Item 8) - presents consolidated
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average balance sheet amounts, related fully taxable-equivalent interest earned and paid, related average yields and rates paid and changes in fully taxable-equivalent interest income and interest expense for each major category of interest-earning assets and interest-bearing liabilities.
“Investment Securities” section included in our Management's Discussion and Analysis (Item 7) and Note 3,, “Investment Securities,” to the consolidated financial statements (Item 8) - disclose information regarding book values, market values, maturities and weighted-average yields of securities (by category).
Note 4, “Loans and Leases,” to the consolidated financial statements (Item 8) - discloses our policy for placing loans and leases on non-accrual status.
“Loans and Leases” section included in our Management’s Discussion and Analysis (Item 7) and Note 4,, “Loans, and Leases,” to the consolidated financial statements (Item 8) - disclose our policy for placing loans and leases on non-accrual status and distribution of loans, loan maturities and sensitivities of loans to changes in interest rates.
“Loans and Leases” and “Cross-Border Outstandings” sections of Management’s Discussion and Analysis (Item 7) - disclose information regarding our cross-border outstandings and other loan concentrations of State Street.concentrations.
“Credit Risk Management” section included in Management’s Discussion and Analysis (Item 7) and Note 4,, “Loans, and Leases,” to the consolidated financial statements (Item 8) - present the allocation of the allowance for loan and lease losses, and a description of factors which influenced management’s judgment in determining amounts of additions or reductions to the allowance, if any, charged or credited to results of operations.
“Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential” table (Item 8) - discloses deposit information.
Note 8, “Short-Term Borrowings,” to the consolidated financial statements (Item 8) - discloses information regarding our short-term borrowings of State Street.borrowings.
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ITEM 1A. RISK FACTORS
Forward-Looking Statements
This Form 10-K, as well as other reports and proxy materials submitted by us under the Securities Exchange Act of 1934, registration statements filed by us under the Securities Act of 1933, our annual report to shareholders and other public statements we may make, may contain statements (including statements in theour Management's Discussion and Analysis included in such reports, as applicable) that are considered “forward-looking statements” within the meaning of U.S. securities laws, including statements about our goals and expectations regarding our business, financial and capital condition, results of operations, strategies, cost savings and transformation initiatives, investment portfolio
performance, dividend and stock purchase programs, outcomes of legal proceedings, market growth, acquisitions, joint ventures and divestitures, client growth and new technologies, services and opportunities, as well as industry, governmental, regulatory, economic and market trends, initiatives and developments, the business environment and other matters that do not relate strictly to historical facts.
Terminology such as “plan,” “expect,” “intend,” “objective,” “forecast,” “outlook,” “believe,” “priority,” “anticipate,” “estimate,” “seek,” “may,” “will,” “trend,” “target,” “strategy” and “goal,” or similar statements or variations of such terms, are intended to identify forward-looking statements, although not all forward-looking statements contain such terms.
Forward-looking statements are subject to various risks and uncertainties, which change over time, are based on management's expectations and assumptions at the time the statements are made and are not guarantees of future results. Management's expectations and assumptions, and the continued validity of the forward-looking statements, are subject to change due to a broad range of factors affecting the nationalU.S. and global economies, regulatory environment and the equity, debt, currency and other financial markets, as well as factors specific to State Street and its subsidiaries, including State Street Bank. Factors that could cause changes in the expectations or assumptions on which forward-looking statements are based cannot be foreseen with certainty and include but are not limited to:
the financial strength of the counterparties with which we or our clients do business and to which we have investment, credit or financial exposures that our clients have as a result of our acts as their agent, including an asset manager;
increases in the volatility of, or declines in the level of, our NII, changes in the composition or valuation of the assets recorded in our consolidated statement of condition (and our
ability to measure the fair value of investment securities) and changes in the manner in which we fund those assets;
the liquidity of the U.S. and international securities markets, particularly the markets for fixed-income securities and inter-bank credits; the liquidity of the assets on our balance sheet and changes or volatility in the sources of such funding, particularly the deposits of our clients; and demands upon our liquidity, including the liquidity demands and requirements of our clients;
the level and volatility of interest rates, the valuation of the U.S. dollar relative to other currencies in which we record revenue or accrue expenses and the performance and volatility of securities, credit, currency and other markets in the U.S. and internationally; and the impact of monetary and fiscal policy in the U.S. and internationally on prevailing rates of interest and currency exchange rates in the markets in which we provide services to our clients;
the credit quality, credit-agency ratings and fair values of the securities in our investment securities portfolio, a deterioration or downgrade of which could lead to other-than-temporary impairment of the respective securities and the recognition of an impairment loss in our consolidated statement of income;
our ability to attract deposits and other low-cost, short-term funding, our ability to manage the level and pricing of such deposits and the relative portion of our deposits that are determined to be operational under regulatory guidelines and our ability to deploy deposits in a profitable manner consistent with our liquidity needs, regulatory requirements and risk profile;
the manner and timing with which the Federal Reserve and other U.S. and foreign regulators implement or reevaluate the regulatory framework applicable to our operations (as well as changes to that framework), including implementation or modification of the Dodd-Frank Act and related stress testing and resolution planning requirements, implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee and European legislation (such as the AIFMD, UCITS, the Money Market Funds Regulation and MiFID II/ MiFIR); among other consequences, these regulatory changes impact the levels of regulatory capital and liquidity we must maintain, acceptable levels of credit exposure to third parties, margin requirements applicable to derivatives, restrictions on banking and financial activities and the manner in which
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we structure and implement our global operations and servicing relationships. In addition, our regulatory posture and related expenses have been and will continue to be affected by changes in regulatory expectations for global systemically important financial institutions applicable to, among other things, risk management, liquidity and capital planning, resolution planning, compliance programs, and changes in governmental enforcement approaches to perceived failures to comply with regulatory or legal obligations;
adverse changes in the regulatory ratios that we are, or will be, required to meet, whether arisingfactors described below under the Dodd-Frank Act or implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee, or due to changesheadings "Risk Factors Summary" and "Risk Factors" and elsewhere in regulatory positions, practices or regulations in jurisdictions in which we engage in banking activities,this Form 10-K, including changes in internal or external data, formulae, models, assumptions or other advanced systems used in the calculation of our capital or liquidity ratios that cause changes in those ratios as they are measured from period to period;
under "Management's Discussion and Analysis."requirements to obtain the prior approval or non-objection of the Federal Reserve or other U.S. and non-U.S. regulators for the use, allocation or distribution of our capital or other specific capital actions or corporate activities, including, without limitation, acquisitions, investments in subsidiaries, dividends and stock purchases, without which our growth plans, distributions to shareholders, share repurchase programs or other capital or corporate initiatives may be restricted;
changes in law or regulation, or the enforcement of law or regulation, that may adversely affect our business activities or those of our clients or our counterparties, and the products or services that we sell, including additional or increased taxes or assessments thereon, capital adequacy requirements, margin requirements and changes that expose us to risks related to the adequacy of our controls or compliance programs;
economic or financial market disruptions in the U.S. or internationally, including those which may result from recessions or political instability; for example, the U.K.'s decision to exit from the European Union may continue to disrupt financial markets or economic growth in Europe or potential changes in bi-lateral and multi-lateral trade agreements proposed by the U.S.;
our ability to create cost efficiencies through changes in our operational processes and to
further digitize our processes and interfaces with our clients, any failure of which, in whole or in part, may among other things, reduce our competitive position, diminish the cost-effectiveness of our systems and processes or provide an insufficient return on our associated investment;
our ability to promote a strong culture of risk management, operating controls, compliance oversight, ethical behavior and governance that meets our expectations and those of our clients and our regulators, and the financial, regulatory, reputation and other consequences of our failure to meet such expectations;
the impact on our compliance and controls enhancement programs associated with the appointment of a monitor under the deferred prosecution agreement with the DOJ and compliance consultant appointed under a settlement with the SEC, including the potential for such monitor and compliance consultant to require changes to our programs or to identify other issues that require substantial expenditures, changes in our operations, or payments to clients or reporting to U.S. authorities;
the results of our review of our billing practices, including additional findings or amounts we may be required to reimburse clients, as well as potential consequences of such review, including damage to our client relationships or our reputation and adverse actions by governmental authorities;
the results of, and costs associated with, governmental or regulatory inquiries and investigations, litigation and similar claims, disputes, or civil or criminal proceedings;
changes or potential changes in the amount of compensation we receive from clients for our services, and the mix of services provided by us that clients choose;
the large institutional clients on which we focus are often able to exert considerable market influence and have diverse investment activities, and this, combined with strong competitive market forces, subjects us to significant pressure to reduce the fees we charge, to potentially significant changes in our AUCA or our AUM in the event of the acquisition or loss of a client, in whole or in part, and to potentially significant changes in our fee revenue in the event a client re-balances or changes its investment approach or otherwise re-directs assets to lower- or higher-fee asset classes;
the potential for losses arising from our investments in sponsored investment funds;
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the possibility that our clients will incur substantial losses in investment pools for which we act as agent, the possibility of significant reductions in the liquidity or valuation of assets underlying those pools and the potential that clients will seek to hold us liable for such losses;
our ability to anticipate and manage the level and timing of redemptions and withdrawals from our collateral pools and other collective investment products;
the credit agency ratings of our debt and depositary obligations and investor and client perceptions of our financial strength;
adverse publicity, whether specific to State Street or regarding other industry participants or industry-wide factors, or other reputational harm;
our ability to control operational risks, data security breach risks and outsourcing risks, our ability to protect our intellectual property rights, the possibility of errors in the quantitative models we use to manage our business and the possibility that our controls will prove insufficient, fail or be circumvented;
our ability to expand our use of technology to enhance the efficiency, accuracy and reliability of our operations and our dependencies on information technology and our ability to control related risks, including cyber-crime and other threats to our information technology infrastructure and systems (including those of our third-party service providers) and their effective operation both independently and with external systems, and complexities and costs of protecting the security of such systems and data;
changes or potential changes to the competitive environment, including changes due to regulatory and technological changes, the effects of industry consolidation and perceptions of State Street as a suitable service provider or counterparty;
our ability to complete acquisitions, joint ventures and divestitures, including the ability to obtain regulatory approvals, the ability to arrange financing as required and the ability to satisfy closing conditions;
the risks that our acquired businesses and joint ventures will not achieve their anticipated financial, operational and product innovation benefits or will not be integrated successfully, or that the integration will take longer than anticipated, that expected synergies will not be achieved or unexpected negative synergies or liabilities will be experienced, that client and deposit retention goals will not be met, that other regulatory or operational challenges will be
experienced, and that disruptions from the transaction will harm our relationships with our clients, our employees or regulators;
our ability to recognize evolving needs of our clients and to develop products that are responsive to such trends and profitable to us, the performance of and demand for the products and services we offer, and the potential for new products and services to impose additional costs on us and expose us to increased operational risk;
our ability to grow revenue, manage expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements and expectations;
changes in accounting standards and practices; and
the impact of the U.S. tax legislation enacted in 2017, and changes in tax legislation and in the interpretation of existing tax laws by U.S. and non-U.S. tax authorities that affect the amount of taxes due.
Actual outcomes and results may differ materially from what is expressed in our forward- lookingforward-looking statements and from our historical financial results due to the factors discussed in this section and elsewhere in this Form 10-K or disclosed in our other SEC filings. Forward-looking statements in this Form 10-K should not be relied on as representing our expectations or beliefsassumptions as of any time subsequent to the time this Form 10-K is filed with the SEC. We undertake no obligation to revise our forward-looking statements after the time they are made. The factors discussed herein are not intended to be a complete statement of all risks and uncertainties that may affect our businesses. We cannot anticipate all developments that may adversely affect our business or operations or our consolidated results of operations, financial condition or cash flows.
Forward-looking statements should not be viewed as predictions and should not be the primary basis on which investors evaluate State Street. Any investor in State Street should consider all risks and uncertainties disclosed in our SEC filings, including our filings under the Securities Exchange Act of 1934, in particular our annual reports on Form 10-K, our quarterly reports on
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Form 10-Q and our current reports on Form 8-K, or registration statements filed under the Securities Act of 1933, all of which are accessible on the SEC's website at www.sec.gov or on the “Investor Relations” section of our corporate website at www.statestreet.com.
Risk Factors Summary
The below summary risks provide an overview of many of the risks we are exposed to in the normal course of our business activities. As a result, the below summary risks do not contain all of the information that may be important to you, and you should read the summary risks together with the more detailed discussion of risks set forth following this section under the heading "Risk Factors," as well as elsewhere in this Form 10-K under the heading "Management's Discussion and Analysis." Additional risks, beyond those summarized below or discussed in "Risk Factors" and "Management's Discussion and Analysis", may apply to our activities or operations as currently conducted or as we may conduct them in the future or in the markets in which we operate or may in the future operate. Consistent with the foregoing, we are exposed to a variety of risks, including risks associated with:
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| • | the financial strength of the counterparties with which we or our clients do business and to which we have investment, credit or financial exposures or to which our clients have such exposures as a result of our acting as agent, including as an asset manager or securities lending agent; |
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| • | increases in the volatility of, or declines in the level of, our NII; changes in the composition or valuation of the assets recorded in our consolidated statement of condition (and our ability to measure the fair value of investment securities); and changes in the manner in which we fund those assets; |
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| • | the volatility of servicing fee, management fee, trading fee and securities finance revenues due to, among other factors, the value of equity and fixed-income markets, market interest and FX rates, the volume of client transaction activity, competitive pressures in the investment servicing and asset management industries, and the timing of revenue recognition with respect to software and processing fees revenues; |
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| • | the liquidity of the U.S. and international securities markets, particularly the markets for fixed-income securities and inter-bank credits; the liquidity of the assets on our balance sheet and changes or volatility in the sources of such funding, particularly the deposits of our clients; and demands upon our liquidity, including the liquidity demands and requirements of our clients; |
the level, volatility and uncertainty of interest rates; the expected discontinuation of Interbank Offered Rates including London Interbank Offered Rate (LIBOR); the valuation of the U.S. dollar relative to other currencies in which we record revenue or
accrue expenses; the performance and volatility of securities, credit, currency and other markets in the U.S. and internationally; and the impact of monetary and fiscal policy in the U.S. and internationally on prevailing rates of interest and currency exchange rates in the markets in which we provide services to our clients;
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| • | the credit quality, credit-agency ratings and fair values of the securities in our investment securities portfolio, a deterioration or downgrade of which could lead to OTTI of such securities and the recognition of an impairment loss in our consolidated statement of income; |
our ability to attract and retain deposits and other low-cost, short-term funding; our ability to manage the level and pricing of such deposits and the relative portion of our deposits that are determined to be operational under regulatory guidelines; our ability to deploy deposits in a profitable manner consistent with our liquidity needs, regulatory requirements and risk profile; and the risks associated with the potential liquidity mismatch between short-term deposit funding and longer term investments;
the manner and timing with which the Federal Reserve and other U.S. and non-U.S. regulators implement or reevaluate the regulatory framework applicable to our operations (as well as changes to that framework), including implementation or modification of the Dodd-Frank Act and related stress testing and resolution planning requirements and implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee and European legislation (such as Undertakings for Collective Investments in Transferable Securities (UCITS) V, the Money Market Fund Regulation and the Markets in Financial Instruments Directive (MiFID II)/Markets in Financial Instruments Regulation (MiFIR)); among other consequences, these regulatory changes impact the levels of regulatory capital, long-term debt and liquidity we must maintain, acceptable levels of credit exposure to third parties, margin requirements applicable to derivatives, restrictions on banking and financial activities and the manner in which we structure and implement our global operations and servicing relationships. In addition, our regulatory posture and related expenses have been and will continue to be affected by heightened standards and changes in regulatory expectations for global systemically important financial institutions applicable to, among other things, risk management, liquidity and capital planning, cyber-security, resiliency, resolution planning and compliance programs, as well as changes in governmental enforcement approaches to perceived failures to comply with regulatory or legal obligations;
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| • | adverse changes in the regulatory ratios that we are, or will be, required to meet, whether arising under the Dodd-Frank Act or implementation of international standards applicable to financial institutions, such as those proposed by the Basel Committee, or due to changes in regulatory positions, practices or regulations in jurisdictions in which we engage in banking activities, including changes in internal or external data, formulae, models, assumptions or other advanced systems used in the calculation of our capital or liquidity ratios that cause changes in those ratios as they are measured from period to period; |
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| • | requirements to obtain the prior approval or non-objection of the Federal Reserve or other U.S. and non-U.S. regulators for the use, allocation or distribution of our capital or other specific capital actions or corporate activities, including, without limitation, acquisitions, investments in subsidiaries, dividends and stock repurchases, without which our growth plans, distributions to shareholders, share repurchase programs or other capital or corporate initiatives may be restricted; |
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| • | changes in law or regulation, or the enforcement of law or regulation, that may adversely affect our business activities or those of our clients or our counterparties, and the products or services that we sell, including, without limitation, additional or increased taxes or assessments thereon, capital adequacy requirements, margin requirements and changes that expose us to risks related to our operating model and the adequacy and resiliency of our controls or compliance programs; |
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| • | a cyber-security incident, or a failure to protect our systems and our, our clients' and others' information against cyber-attacks, could result in the theft, loss, unauthorized access to, disclosure, use or alteration of information, system failures, or loss of access to information; any such incident or failure could adversely impact our ability to conduct our businesses, damage our reputation and cause losses, potentially materially; |
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| • | our ability to expand our use of technology to enhance the efficiency, accuracy and reliability of our operations and our dependencies on information technology; to replace and consolidate systems, particularly those relying upon older technology, and to adequately incorporate cyber-security, resiliency and business continuity into our operations, information technology infrastructure and systems management; to implement robust management processes into our technology development and maintenance programs; and to control risks related to use of technology, including cyber-crime and inadvertent data disclosures; |
our ability to identify and address threats to our
information technology infrastructure and systems (including those of our third-party service providers); the effectiveness of our and our third party service providers' efforts to manage the resiliency of the systems on which we rely; controls regarding the access to, and integrity of, our and our clients' data; and complexities and costs of protecting the security of such systems and data;
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| • | our ability to control operational and resiliency risks, data security breach risks and outsourcing risks; our ability to protect our intellectual property rights; the possibility of errors in the quantitative models we use to manage our business; and the possibility that our controls will prove insufficient, fail or be circumvented; |
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| • | economic or financial market disruptions in the U.S. or internationally, including those which may result from recessions or political instability; for example, the U.K.'s exit from the European Union or actual or potential changes in trade policy, such as tariffs or bilateral and multilateral trade agreements; |
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| • | our ability to create cost efficiencies through changes in our operational processes and to further digitize our processes and interfaces with our clients, any failure of which, in whole or in part, may among other things, reduce our competitive position, diminish the cost-effectiveness of our systems and processes or provide an insufficient return on our associated investment; |
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| • | our ability to promote a strong culture of risk management, operating controls, compliance oversight, ethical behavior and governance that meets our expectations and those of our clients and our regulators, and the financial, regulatory, reputational and other consequences of our failure to meet such expectations; |
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| • | the impact on our compliance and controls enhancement programs associated with the appointment of a monitor under the deferred prosecution agreement with the DOJ and compliance consultant appointed under a settlement with the SEC, including the potential for such monitor and compliance consultant to require changes to our programs or to identify other issues that require substantial expenditures, changes in our operations, payments to clients or reporting to U.S. authorities; |
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| • | the results of our review of our billing practices, including additional findings or amounts we may be required to reimburse clients, as well as potential consequences of such review, including damage to our client relationships or our reputation, adverse actions or penalties imposed by governmental authorities and costs associated with remediation of identified deficiencies; |
the results of, and costs associated with, governmental or regulatory inquiries and
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investigations, litigation and similar claims, disputes, or civil or criminal proceedings;
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| • | changes or potential changes in the amount of compensation we receive from clients for our services, and the mix of services provided by us that clients choose; |
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| • | the large institutional clients on which we focus are often able to exert considerable market influence and have diverse investment activities, and this, combined with strong competitive market forces, subjects us to significant pressure to reduce the fees we charge, to potentially significant changes in our AUC/A or our AUM in the event of the acquisition or loss of a client, in whole or in part, and to potentially significant changes in our revenue in the event a client re-balances or changes its investment approach, re-directs assets to lower- or higher-fee asset classes or changes the mix of products or services that it receives from us; |
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| • | the potential for losses arising from our investments in sponsored investment funds; |
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| • | the possibility that our clients will incur substantial losses in investment pools for which we act as agent; the possibility of significant reductions in the liquidity or valuation of assets underlying those pools and the potential that clients will seek to hold us liable for such losses; and the possibility that our clients or regulators will assert claims that our fees, with respect to such investment products, are not appropriate; |
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| • | our ability to anticipate and manage the level and timing of redemptions and withdrawals from our collateral pools and other collective investment products; |
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| • | the credit agency ratings of our debt and depositary obligations and investor and client perceptions of our financial strength; |
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| • | adverse publicity, whether specific to us or regarding other industry participants or industry-wide factors, or other reputational harm; |
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| • | changes or potential changes to the competitive environment, due to, among other things, regulatory and technological changes, the effects of industry consolidation and perceptions of us, as a suitable service provider or counterparty; |
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| • | our ability to complete acquisitions, joint ventures and divestitures, including, without limitation, our ability to obtain regulatory approvals, the ability to arrange financing as required and the ability to satisfy closing conditions; |
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| • | the risks that our acquired businesses, including, without limitation, our acquisition of CRD, and joint ventures will not achieve their anticipated financial, operational and product innovation benefits or will not be integrated successfully, or that the integration will take longer than anticipated; that expected synergies will not be achieved or |
unexpected negative synergies or liabilities will be experienced; that client and deposit retention goals will not be met; that other regulatory or operational challenges will be experienced; and that disruptions from the transaction will harm our relationships with our clients, our employees or regulators;
our ability to integrate CRD's front office software solutions with our middle and back office capabilities to develop our front-to-middle-to-back office State Street Alpha that is competitive, generates revenues in line with our expectations and meets our clients' requirements; the dependency of State Street Alpha on enhancements to our data management and the risks to our servicing model associated with increased exposure to client data;
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| • | our ability to recognize evolving needs of our clients and to develop products that are responsive to such trends and profitable to us; the performance of and demand for the products and services we offer; and the potential for new products and services to impose additional costs on us and expose us to increased operational risk; |
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| • | our ability to grow revenue, manage expenses, attract and retain highly skilled people and raise the capital necessary to achieve our business goals and comply with regulatory requirements and expectations; |
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| • | changes in accounting standards and practices; and |
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| • | the impact of the U.S. tax legislation enacted in 2017, and changes in tax legislation and in the interpretation of existing tax laws by U.S. and non-U.S. tax authorities that affect the amount of taxes due. |
Risk Factors
In the normal course of our business activities, we are exposed to a variety of risks. The following is a discussion of various risk factors applicable to State Street.us. Additional information about our risk management framework is included under “Risk Management” in Management’s Discussion and Analysis included under Item 7 ofin this Form 10-K. Additional risks beyond those described in our Management's Discussion and Analysis or in the following discussion may apply to our activities or operations as currently conducted, or as we may conduct them in the future, or in the markets in which we operate or may in the future operate.
Credit and Counterparty, Liquidity and Market Risks
We assume significant credit risk to counterparties, many of which are major financial institutions. These financial institutions and other counterparties may also have substantial financial dependencies with other financial institutions and sovereign entities. ThisThese credit exposureexposures and concentration
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concentrations could expose us to financial loss.
The financial markets are characterized by extensive interdependencies among numerous parties, including banks, central banks, broker/dealers, insurance companies and other financial institutions. These financial institutions also include collective investment funds, such as mutual funds, UCITS and hedge funds that share these interdependencies. Many financial institutions, including collective investment funds, also hold, or are exposed to, loans, sovereign debt, fixed-income securities, derivatives, counterparty and other forms of credit risk in amounts that are material to their financial condition. As a result of our own business practices and these interdependencies, we and many of our clients have concentrated counterparty exposure to other financial institutions and collective investment funds, particularly large and complex institutions, sovereign issuers, mutual funds, UCITS and hedge funds. Although we have procedures for monitoring both individual and aggregate counterparty risk, significant individual and aggregate counterparty exposure is inherent in our business, as our focus is on servicing large institutional investors.
In the normal course of our business, we assume concentrated credit risk at the individual obligor, counterparty or group level. Such concentrations may be material and can often exceed 10% of our consolidated total shareholders' equity.Our material counterparty exposures change daily, and the counterparties or groups of related counterparties to which our risk exposure exceeds 10% of our consolidated total shareholders' equity are also variable during any reported period; however,
our largest exposures tend to be to other financial institutions.
Concentration of counterparty exposure presents significant risks to us and to our clients because the failure or perceived weakness of our counterparties (or in some cases of our clients' counterparties) has the potential to expose us to risk of financial loss. Changes in market perception of the financial strength of particular financial institutions or sovereign issuers can occur rapidly, are often based on a variety of factors and are difficult to predict.
This was observed during the financial crisis that began in 2007-2008, when economic, market, political and other factors contributed to the perception of many financial institutions and sovereign issuers as being less credit worthy. This led to credit downgrades of numerous large U.S. and non-U.S. financial institutions and several sovereign issuers (which exposure stressed the perceived creditworthiness of financial institutions, many of which invest in, accept collateral in the form of, or value other transactions based on the debt or other securities issued by sovereigns). and substantially reduced value and liquidity in the market for their credit instruments. These or other factors could again contribute to similar consequences or other market risks associated with reduced levels of liquidity.
As a result, we may be exposed to increased counterparty risks, either resulting from our role as principal or because of commitments we make in our capacity as agent for some of our clients.
Additional areas where we experience exposure to credit risk include:
Short-term credit. The degree of client demand for short-term credit tends to increase during periods of market turbulence, which may expose us to further counterparty- related risks. For example, investors in collective investment vehicles for which we act as custodian may experience significant redemption activity due to adverse market or economic news. Our relationship with our clients and the nature of the settlement process for some types of payments may result in the extension of short-term credit in such circumstances. We also provide committed lines of credit to support such activity. For some types of clients, we provide credit to allow them to leverage their portfolios, which may expose us to potential loss if the client experiences investment losses or other credit difficulties. | |
| • | Short-term credit. The degree of client demand for short-term credit tends to increase during periods of market turbulence, which may expose us to further counterparty-related risks. For example, investors in collective investment vehicles for which we act as custodian may experience significant redemption activity due to adverse market or economic news. Our relationship with our clients and the nature of the settlement process for some types of payments may result in the extension of short-term credit in such circumstances. We also provide committed lines of credit to support such activity. For some types of clients, we provide credit to allow them to leverage their portfolios, which may expose us to potential loss if the client experiences investment losses or other credit difficulties. |
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| • | Industry and country risks. In addition to our exposure to financial institutions, we are from time to time exposed to concentrated credit risk at an industry or country level. This concentration risk also applies to groups of unrelated counterparties that may have similar investment strategies involving one or more particular industries, regions, or other characteristics. These unrelated counterparties may concurrently experience adverse effects to their performance, liquidity or reputation due to events or other factors affecting such investment strategies. Though potentially not material individually (relative to any one such counterparty), our credit exposures to such a group of counterparties could expose us to a single market or political event or a correlated set of events that, in the aggregate, could have a material adverse impact on our business. |
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| • | Subcustodian risks. Our use of unaffiliated subcustodians exposes us to credit risk, in addition to other risks, such as operational risk, dependencies on credit extensions and risks of the legal systems of the jurisdictions in which the subcustodians operate, each of which may be material. Our operating model exposes us to risk of unaffiliated sub-custodians to a degree greater than some of our competitors who have banking operations in more jurisdictions than us. Our sub-custodians operate in all jurisdictions in which our clients invest, including emerging and other underdeveloped markets that entail heightened risks. These |
Industry and country risks. In addition to our exposure to financial institutions, we are from time to time exposed to concentrated credit risk at an industry or country level. This concentration risk also applies to groups of unrelated counterparties that may have similar investment strategies involving one or more particular industries, regions, or other
State Street Corporation | 2022
characteristics. These unrelated counterparties may concurrently experience adverse effects to their performance, liquidity or reputation due to events or other factors affecting such investment strategies. Though potentially not material individually (relative to any one such counterparty), our credit exposures to such a group of counterparties could expose us to a single market or political event or a correlated set of events that, in the aggregate, could have a material adverse impact on our business.
Subcustodian risks. Our use of unaffiliated subcustodians exposes us to credit risk, in addition to other risks, such as operational risk, dependencies on credit extensions and risks of the legal systems of the jurisdictions in which the subcustodians operate, each of which may be material. These risks are amplified due to changing regulatory requirements with respect to our financial exposures in the event those subcustodians are unable to return a client’s assets, including, in some regulatory regimes, such as the E.U.'s UCITS and AIFM directives,V directive, requirements that we be responsible for resulting losses suffered by our clients.
Settlement risks. We may agree to similar or more stringent standards with clients that are exposednot subject to settlement risks, particularly in our payments and foreign exchange activities. Those activities may lead to extension of credit and consequent losses in the event of a counterparty breach, failure to provide credit extensions or an operational error. Due to our membership in several industry clearing or settlement exchanges, we may be required to guarantee obligations and liabilities, or provide financial support, in the event that other members do not honor their obligations or default. Moreover, not all of our counterparty exposure is secured, and even when our exposure is secured, the realizable value of the collateral may have declined by the time we exercise our rights against that collateral. This risk may be particularly acute if we are required to sell the collateral into an illiquid or temporarily-impaired market or with respect to clients protected by sovereign immunity. We are exposed to risk of short-term credit or overdraft of our clients in connection with the process to facilitate settlement of trades and related foreign exchange activities, particularly when contractual settlement has been agreed with our clients. The occurrence of overdrafts at peak volatility could create significant credit exposure to our clients depending upon the value of such clients' collateral at the time.regulations.
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| • | Settlement risks. We are exposed to settlement risks, particularly in our payments and foreign exchange activities. Those activities may lead to extension of credit and consequent losses in the event of a counterparty breach or an operational error, including the failure to provide credit. Due to our membership in several industry clearing or settlement exchanges, we may be required to guarantee obligations and liabilities, or provide financial support, in the event that other members do not honor their obligations or default. Moreover, not all of our counterparty exposure is secured, and even when our exposure is secured, the realizable value of the collateral may have declined by the time we exercise our rights against that collateral. This risk may be particularly acute if we are required to sell the collateral into an illiquid or temporarily-impaired market or with respect to clients protected by sovereign immunity. We are exposed to risk of short-term credit or overdraft of our clients in connection with the process to facilitate settlement of trades and related foreign exchange activities, particularly when contractual settlement has been agreed with our clients. The occurrence of overdrafts at peak volatility could create significant credit exposure to our clients depending upon the value of such clients' collateral at the time. |
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| • | Securities lending and repurchase agreement indemnification. On behalf of clients enrolled in our securities lending program, we lend securities to banks, broker/dealers and other institutions. In the event of a failure of the borrower to return such securities, we typically agree to indemnify our clients for the amount by which the fair market value of those securities exceeds the proceeds of the disposition of the collateral posted by the borrower in connection with such transaction. We also lend and borrow securities as riskless principal, and in connection with those transactions receive a security interest in securities held by the borrowers in their securities portfolios and advance cash or securities as collateral to securities lenders. |
Securities lending and repurchase agreement indemnification. On behalf of clients enrolled in our securities lending program, we lend securities to banks, broker/dealers and other institutions. In the event of a failure of the borrower to return such securities, we typically agree to indemnify our clients for the amount by which the fair market value of those securities exceeds the proceeds of the disposition of the collateral recalled from the borrower in connection with such transaction. We also lend and borrow securities as riskless principal, and in connection with those transactions receive a security interest in securities from the borrowers of securities and advances as collateral to securities lenders. Borrowers are generally required to provide collateral equal to a contractually agreed percentage equal to or in excess of the fair market value of the loaned securities. As the fair market value of the loaned securities or collateral changes, additional collateral is provided by the borrower or collateral is returned to the borrower. In addition, our agency securities lending clients often purchase securities or other financial instruments from financial counterparties, including broker/dealers, under repurchase arrangements, frequently as a method of reinvesting the cash collateral they receive from lending their securities. Under these arrangements, the counterparty is obligated to repurchase these securities or financial instruments from the client at the same price (plus an agreed rate of return) at some point in the future. The value of the collateral is intended to exceed the counterparty's payment obligation, and collateral is adjusted daily to account for shortfall under, or excess over, the agreed-upon collateralization level. As with the securities lending program, we agree to indemnify our clients from any loss that would arise on a default by the counterparty under these repurchase arrangements if the proceeds from the disposition of the securities or other financial assets held as collateral are less than the amount of the repayment obligation by the client's counterparty. In such instances of counterparty default, for both securities lending and repurchase agreements, we, rather than our client, are exposed to the risks associated with collateral value.
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| • | Stable value arrangements. We enter into stable value wrap derivative contracts with unaffiliated stable value funds that allow a stable value fund to provide book value coverage to its participants.During the financial crisis, the book value of obligations under many of these contracts exceeded the market value of the underlying portfolio holdings. Concerns regarding the portfolio of investments protected by such contracts, or regarding the investment manager overseeing such an investment option, may result in redemption demands from stable value products covered by benefit-responsive contracts at a time when the portfolio's market value is less than its book value, potentially exposing us to risk of loss. |
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| • | Private equity subscription finance credit facilities. We provide credit facilities to private equity funds. The portfolio consists of capital call lines of credit, the repayment of which is dependent on the receipt of capital calls from the underlying limited partner investors in the |
Stable value arrangements. We provide benefit-responsive contracts, known as wraps, to defined contribution plans that offer a stable value option to their participants. During the financial crisis, the book value of
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obligations under many offunds managed by these contracts exceeded the market value of the underlying portfolio holdings. Concerns regarding the portfolio of investments protected by such contracts, or regarding the investment manager overseeing such an investment option, may result in redemption demands from stable value products covered by benefit-responsive contracts at a time when the portfolio's market value is less than its book value, potentially exposing us to risk of loss.firms.
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| • | U.S. municipal obligations remarketing credit facilities. We provide credit facilities in connection with the remarketing of U.S. municipal obligations, potentially exposing us to credit exposure to the municipalities issuing such bonds and contingent liquidity risk. |
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| • | Senior secured bank loans. In recent years, we have increased our investment in senior secured bank loans, both in the U.S. and in Europe. We invest in these loans to non-investment grade borrowers through participation in loan syndications in the non-investment grade lending market. We rate these loans as "speculative" under our internal risk-rating framework, and these loans have significant exposure to credit losses relative to higher-rated loans. We are therefore at a higher risk of default with respect to these investments relative to other of our investments activities. In addition, unlike other financial institutions that may have an active role in managing individual loan compliance, our investment in these loans is generally as a passive investor with limited control. As this portfolio grows and becomes more seasoned, our allowance for loan losses related to these loans may increase through additional provisions for credit losses. |
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| • | Commercial Real Estate. We finance commercial and multi-family properties, which serve as collateral for our loans. Although collateralized, these loans may become under-secured if the value of the collateral was over-estimated or changes. Loan payments are dependent on the successful operation and management of the underlying collateral property to generate sufficient cash flow to repay the loan in a timely fashion. A material decline in real estate markets or economic conditions could negatively impact value or property performance, which could adversely impact timely loan repayment, which may result in increased provision for losses on loans, and actual losses, either of which would have an adverse impact on our net income. We seek to minimize these risks by maintaining lending policies and procedures and underwriting standards, however, there can be no assurance that these will protect us from credit-related losses or delinquencies. |
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| • | Unavailability of netting. We are generally not able to net exposures across counterparties that are affiliated entities and may not be able in all circumstances to net exposures to the same legal entity across multiple products. As a consequence, we may incur a loss in relation to one entity or product even though our exposure to an entity's affiliates or across |
U.S. municipal obligations remarketing credit facilities. We provide credit facilities in connection with the remarketing of U.S. municipal obligations, potentially exposing us to credit exposure to the municipalities issuing such bonds and to their increased liquidity demands. In the current economic environment, where municipalities are subject to increased investor concern, the risks associated with such businesses increase.
Senior secured bank loans. In recent years, we have increased our investment in senior secured bank loans, both in the U.S. and in Europe. We invest in these loans to non-investment grade borrowers through participation in loan syndications in the non-investment grade lending market. We rate these loans as "speculative" under our internal risk-rating framework, and these loans have significant exposure to credit losses relative to higher-rated loans. We are therefore at a higher risk of default with respect to these investments relative to other of our investments activities. In addition, unlike other financial institutions that may have an active role in managing individual loan compliance, our investment in these loans is generally as a passive investor with limited control. As this portfolio grows and becomes more seasoned, our allowance for loan losses related to these loans may increase through additional provisions for credit losses.
Unavailability of netting. We are generally not able to net exposures across counterparties that are affiliated entities and may not be able in all circumstances to net exposures to the same legal entity across multiple products. As a consequence, we may incur a loss in relation to one entity or product even though our exposure to an entity's affiliates or across product types is over-collateralized.
In some cases, for example in our securities finance and foreign exchange activities, we are able to enter into netting agreements that allow us to net offsetting exposures and payment obligations against one another. In the event we become unable, due to operational constraints, actions by regulators, changes in accounting principles, law or regulation (or related interpretations) or other factors, to net some or all of our offsetting exposures and payment obligations under those agreements, we would be required to gross up our assets and liabilities on our statement of condition and our calculation of RWA, accordingly. This would result in a potentially material increase in our regulatory ratios, including LCR, and present increased credit, liquidity, asset-and-liability management and operational risks, some of which could be material.Under evolving regulatory restrictions on credit exposure we may be required to limit our exposures to specific issuers or counterparties or groups of counterparties, including financial institutions and
sovereign issuers, to levels that we may currently exceed. These credit exposure restrictions under such evolving regulations have and may further adversely affect certain of our businesses, may require that we expand our credit exposure to a broader range of issuers and counterparties, including issuers and counterparties that represent increased credit risk and may require that we modify our operating models or the policies and practices we use to manage our consolidated statement of condition. The effects of these considerations may increase when evaluated under a stressed environment in stress testing, including CCAR. In addition, we are an adherent to the ISDAInternational Swaps and Derivatives Association 2015 Universal Resolution Stay Protocol and as such are subject to restrictions against the exercise of rights and remedies against fellow adherents, including other major financial institutions, in the event they or an affiliate of theirs enters into resolution. Although our overall business is subject to these factors, several of our activities are particularly sensitive to them including our currency trading business and our securities finance business.
Given the limited number of strong counterparties in the current market, we are not able to mitigate all of our and our clients' counterparty credit risk.
Our investment securities portfolio, consolidated financial condition and consolidated results of operations could be adversely affected by changes in market factors, including interest rates, credit spreads and credit performance.
Our investment securities portfolio represented approximately 41%39% of our total assets as of December
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31, 2017.2019. The gross interest income associated with our investment portfolio represented approximately 15% of our total gross revenue for the year ended December 31, 20172019 and has represented as much as 30%31% of our total gross revenue in the fiscal years since 2007. As such, our consolidated financial condition and results of operations are materially exposed to the risks associated with our investment portfolio, including without limitation, changes in interest rates, credit spreads, credit performance (including risk of default), credit ratings, our access to liquidity, foreign exchange markets and mark- to-market valuations, and our ability to profitably manage changes in repayment rates of principal with respect to theseour portfolio securities. Despite recent increases to interest rates in the U.S., theThe continued low interest-rateinterest rate environment that has persisted since the financial crisis began in mid-2007 limits our ability to achieve a NIM consistent with our prior historical averages. Any further increasesIncreases in interest rates in the U.S. have the potential to improve NII and NIM over time. However, any such improvement could be mitigated due to a greatercontinued disparity between interest rates in the U.S. and international markets, especially to the extent that interest rates remain low
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or negative in Europe and Japan. Higher interest rates could also reduce mark-to-market valuations further. In addition, new and proposedrecently introduced regulatory liquidity standards, such as the LCR, require that we maintain minimum levels of high quality liquid assetsHQLA in our investment portfolio, which generally generate lower rates of return than other investment assets. This has resulted in increased levels of high quality liquid assetsHQLA as a percentage of our investment portfolio and an associated negative impact on our NII and our NIM. As a result of this we may not be able to attain our prior historical levels of NII and NIM. For additional information regarding these liquidity requirements, refer to the “Liquidity Coverage Ratio and Net Stable Funding Ratio” section of “Supervision and Regulation” included under Item 1,in Business ofin this Form 10-K. We may enter into derivative transactions to hedge or manage our exposure to interest rate risk, as well as other risks, such as foreign exchange risk and credit risk. Derivative instruments that we hold for these or other purposes may not achieve their intended results and could result in unexpected losses or stresses on our liquidity or capital resources.
Our investment securities portfolio represents a greater proportion of our consolidated statement of condition and our loan and lease portfolios representportfolio represents a smaller proportion (approximately 10%11% of our total assets as of December 31, 2017)2019), in comparison to many other major financial institutions. In some respects, the accounting and regulatory treatment of our investment securities portfolio may be less favorable to us than a more traditional held-for-investment lending portfolio. For example, under the Basel III final rule, after-tax changes in the fair value of AFS investment securities, such as those which represent a majority of our investment portfolio, are included in tier 1 capital. Since loans held
for investment are not subject to a fair value accounting framework, changes in the fair value of loans (other than incurred credit losses) are not similarly included in the determination of tier 1 capital under the Basel III final rule. Due to this differing treatment, we may experience increased variability in our tier 1 capital relative to other major financial institutions whose loan-and-lease portfolios represent a larger proportion of their consolidated total assets than ours.
Additional risks associated with our investment portfolio include:
Asset class concentration. Our investment portfolio continues to have significant concentrations in several classes of securities, including agency residential MBS, commercial MBS and other ABS, and securities with concentrated exposure to consumers. These classes and types of securities experienced significant liquidity, valuation and credit quality deterioration
during the financial crisis that began in mid-2007. We also hold non-U.S. MBS and ABS with exposures to European countries, whose sovereign-debt markets have experienced increased stress at times since 2011 and may continue to experience stress in the future. For further information, refer to the risk factor titled “Our businesses have significant European operations, and disruptions in European economies could have an adverse effect on our consolidated results of operations or financial condition".
Further, we hold a large portfolio of U.S. state and municipal bonds. In view of the budget deficits that a number of states and municipalities currently face, the risks associated with this portfolio are significant.
Effects of market conditions. If market conditions deteriorate, our investment portfolio could experience a decline in market value, whether due to a decline in liquidity or an increase in the yield required by investors to hold such securities, regardless of our credit view of our portfolio holdings. For example, we recorded significant losses not related to credit in connection with the consolidation of our off-balance sheet asset-backed commercial paper conduits in 2009 and the repositioning of our investment portfolio in 2010. In addition, in general, deterioration in credit quality, or changes in management's expectations regarding repayment timing or in management's investment intent to hold securities to maturity, in each case with respect to our portfolio holdings, could result in OTTI. Similarly, if a material portion of our investment portfolio were to experience credit deterioration, our capital ratios as calculated pursuant to the Basel III final rule could be adversely affected. This risk is greater with portfolios of investment securities that contain credit risk than with holdings of U.S. Treasury securities.
Effects of interest rates | |
| • | Asset class concentration. Our investment portfolio continues to have significant concentrations in several classes of securities, including agency residential MBS, commercial MBS and other ABS, and securities with concentrated exposure to consumers. These classes and types of securities experienced significant liquidity, valuation and credit quality deterioration during the financial crisis that began in mid-2007. We also hold non-U.S. government securities, non-U.S. MBS and ABS with exposures to European countries, whose sovereign-debt markets have experienced increased stress at times since 2011 and may continue to experience stress in the future. For further information, refer to the risk factor titled “Our businesses have significant European operations, and disruptions in European economies could have an adverse effect on our consolidated results of operations or financial condition". Further, we hold a portfolio of U.S. state and municipal bonds, the value of which may be affected by the budget deficits that a number of states and municipalities currently face, resulting in risks associated with this portfolio. |
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| • | Effects of market conditions. If market conditions deteriorate, our investment portfolio could experience a decline in market value, whether due to a decline in liquidity or an increase in the yield required by investors to hold such securities, regardless of our credit view of our portfolio holdings. In addition, in general, deterioration in credit quality, or changes in management's expectations regarding repayment timing or in management's investment intent to hold securities to maturity, in each case with respect to our portfolio holdings, could result in OTTI. Similarly, if a material portion of our investment portfolio were to experience credit deterioration, our capital ratios as calculated pursuant to the Basel III rule could be adversely affected. This risk is greater with portfolios of investment securities that contain credit risk than with holdings of U.S. Treasury securities. |
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| • | Effects of interest rates. Our investment |
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portfolio is further subject to changes in both U.S. and non-U.S. (primarily in Europe) interest rates, and could be negatively affected by changes in those rates, whether or not expected. This is particularly true in the case of a quicker-than-anticipated increase in interest rates, which would decrease market values in the near-term, or monetary policy that results in persistently low or negative rates of interest on certain investments. The latter has been the case, for example, with respect to ECB monetary policy, including negative interest rates in
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some jurisdictions, with associated negative effects on our investment portfolio reinvestment, NII and NIM. The effect on our NII has been exacerbated by the effects in recent fiscal years but not in 2017, of the strong U.S. dollar relative to other currencies, particularly the Euro. If European interest rates remain low or decrease and the U.S. dollar strengthens relative to the Euro, the negative effects on our NII likely will continue or increase. The overall level of NII can also be impacted by the size of our deposit base, as further increases in interest rates could lead to reduced deposit levels and also lower overall NII. Further, a reduction in deposit levels could increase the requirements under the regulatory liquidity standards requiring us to invest a greater proportion of our investment portfolio holdings in high quality liquid assetsHQLA that have lower yields than other investable assets. See also, “Our business activities expose us to interest-rateinterest rate risk” below.in this section.
Our business activities expose us to interest-rateinterest rate risk.
In our business activities, we assume interest-rateinterest rate risk by investing short-term deposits received from our clients in our investment portfolio of longer- and intermediate-term assets. Our NII and NIM are affected by among other things, the levels of interest rates in global markets, changes in the relationship between short- and long-term interest rates, the direction and speed of interest-rateinterest rate changes and the asset and liability spreads relative to the currency and geographic mix of our interest-earning assets and interest-bearing liabilities. These factors are influenced, among other things, by a variety of economic and market forces and expectations, including monetary policy and other activities of central banks, such as the Federal Reserve and ECB, that we do not control. Our ability to anticipate changes in these factors or to hedge the related on- and off- balanceoff-balance sheet exposures, and the cost of any such hedging activity, can significantly influence the success of our asset-and-liability management activities and the resulting level of our NII and NIM. The impact of changes in interest rates and related factors will depend on the relative duration and fixed- or floating- ratefloating-rate nature of our
assets and liabilities. Sustained lower interest rates, a flat or inverted yield curve and narrow credit spreads generally have a constraining effect on our NII. In addition, our ability to change deposit rates in response to changes in interest rates and other market and related factors is limited by client relationship considerations. For additional information about the effects on interest rates on our business, refer to “Financial Condition -the Market Risk Management - Asset-and-Liability
section, "Asset-and-Liability Management Activities”Activities" in our Management's Discussion and Analysis included under Item 7 ofin this Form 10-K.
If we are unable to effectively manage our liquidity, including by continuously attracting deposits and other short-term funding, our consolidated financial condition, including our regulatory capital ratios, our consolidated results of operations and our business prospects, could be adversely affected.
Liquidity management, including on an intra-day basis, is critical to the management of our consolidated statement of condition and to our ability to service our client base. We generally use our liquidity to:
meet clients' demands for return of their deposits;
extend credit to our clients in connection with our investor services businesses; and
fund the pool of long- and intermediate-term assets that are included in the investment securities and loan portfolio carried in our consolidated statement of condition.
Because the demand for credit by our clients, particularly settlement related extensions of credit, is difficult to predict and control, and may be at its peak at times of disruption in the securities markets, and because the average maturity of our investment securities portfolioand loan portfolios is longer than the contractual maturity of our client deposit base, we need to continuously attract, and are dependent on access to, various sources of short-term funding. During periods of market disruption,Since the financial crisis, the level of client deposits held by us has in recent years tended to increase;increase during times of market disruption; however, since such deposits are considered to be transitory, we have historically deposited so-called excess deposits with U.S. and non-U.S. central banks and in other highly liquid but low-yielding instruments. These levels of excess client deposits, as a consequence,when they manifest, have increased our NII but have adversely affected our NIM.
In managing our liquidity, our primary source of short-term funding is client deposits, which are predominantly transaction-based deposits by institutional investors. Our ability to continue to attract these deposits, and other short-term funding sources such as certificates of deposit, is subject to variability based on a number of factors, including volume and volatility in global financial markets, the relative interest rates that we are prepared to pay for these deposits, the loss
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or gain of one or more clients, client interest in reducing non-interest bearing deposits, the perception of safety of these deposits or short-term obligations relative to alternative short-term investments available to our clients, including the capital markets, and the classification of certain deposits for regulatory purposes and related discussions we may have from time to time with clients regarding better balancing our clients' cash management needs with our economic and regulatory objectives.
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The Parent Company is a non-operating holding company and generally maintains only limited cash and other liquid resources at any time primarily to meet anticipated near-term obligations.To effectively manage our liquidity we routinely transfer assets among affiliated entities, subsidiaries and branches. Internal or external factors, such as regulatory requirements and standards, including resolution planning, influence our liquidity management and may limit our ability to effectively transfer liquidity internally which could, among other things, restrict our ability to fund operations, dividends or stock repurchases, require us to seek external and potentially more costly capital and impact our liquidity position.
In addition, while not obligations of State Street,ours, the investment products that we manage for third parties may be exposed to liquidity risks. These products may be funded on a short-term basis, or the clients participating in these products may have a right to the return of cash or assets on limited notice. These business activities include, among others, securities finance collateral pools, money market and other short-term investment funds and liquidity facilities utilized in connection with municipal bond programs. If clients demand a return of their cash or assets, particularly on limited notice, and these investment pools do not have the liquidity to support those demands, we could be forced to sell investment securities held by these asset pools at unfavorable prices, damaging our reputation as an asset manager and potentially exposing us to claims related to our management of the pools.
The availability and cost of credit in short-term markets are highly dependent on the markets' perception of our liquidity and creditworthiness. Our efforts to monitor and manage our liquidity risk, including on an intra-day basis, may not be successful or sufficient to deal with dramatic or unanticipated changes in the global securities markets or other event-driven reductions in liquidity.As a result of such events, among other things, our cost of funds may increase, thereby reducing our NII, or we may need to dispose of a portion of our investment securities portfolio, which, depending on market conditions, could result in a loss from such sales of investment securities being recorded in our consolidated statement of income.
Our business and capital-related activities, including our ability to return capital to shareholders and purchaserepurchase our capital stock, may be adversely affected by our implementation of regulatory capital and liquidity standards that we must meet or in the event our capital plan or post-stress capital ratios are determined to be insufficient as a result of regulatory capital stress testing.
Basel III and Dodd-Frank Act
We are required to calculate our risk-based capital ratios under both the Basel III advanced approaches and the Basel III standardized approach, and we are subject to the more stringent of the risk-based capital ratios calculated under the advanced approaches and those calculated under the standardized approach in the assessment of our capital adequacy.
In implementing certainvarious aspects of these capital regulations, we are making interpretations of the regulatory intent. The Federal Reserve may determine that we are not in compliance with the capital rules and may require us to take actions to come into compliance that could adversely affect our business operations, our regulatory capital structure, our capital ratios or our financial performance, or otherwise restrict our growth plans or strategies. In addition, banking regulators could change the Basel III final rule or their interpretations as they apply to us, including changes to these standards or interpretations made in regulations implementing provisions of the Dodd-Frank Act, which could adversely affect us and our ability to comply with the Basel III final rule.
Along with the Basel III final rule, banking regulators also introduced additional requirements, such as the SLR, LCR and the proposed NSFR.NSFR, each of which presents compliance risks.
For example, the specification of the various elements of the NSFR in the final rule could have a material effect on our business activities, including the management and composition of our investment securities portfolio and our ability to extend credit through committed facilities, loans to our clients or our principal securities lending activities. In addition, further capital and liquidity requirements are under consideration by U.S. and international banking regulators. Any of these rules could have a material effect on our capital and liquidity planning and related activities, including the management and composition of our investment securities portfolio and our ability to extend committed contingent credit facilities to our clients. The full effects of these rules, and of other regulatory initiatives related to capital or liquidity, on State Streetus and State Street Bank are subject to further regulatory guidance, action or rule-making.
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Systemic Importance
As a G-SIB, we are generally expect to be heldsubject to the most stringent provisions under the Basel III final rule. For example, we are subject to the Federal Reserve's final rules on the implementation of capital surcharges for U.S. G-SIBs, and on TLAC, LTD and clean holding company requirements for U.S. G-SIBs which we refer to as the "TLAC final rule". For additional information on these requirements, refer to the “Regulatory Capital Adequacy and Liquidity Standards” section under “Supervision and
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Regulation” included under Item 1, Business. ofin Business in this Form 10-K.
Not all of our competitors have similarly been designated as systemically important nor are all of them subject to the same degree of regulation as a bank or financial holding company, and therefore some of our competitors are not subject to the same additional capital requirements.
CCARComprehensive Capital Analysis and Review
We are required by the Federal Reserve to conduct periodic stress testing of our business operations and to develop an annual capital plan as part of the Federal Reserve's Comprehensive Capital Analysis and Review (CCAR)CCAR process. That process, the severity and other characteristics of which may evolve from year-to-year, is used by the Federal Reserve to evaluate our management of capital, the adequacy of our regulatory capital and the requirement for us to maintain capital above our minimum regulatory capital requirements under stressed economic conditions. The results of the CCAR process are difficult to predict due, among other things, to the Federal Reserve's use of proprietary stress models that differ from our internal models. The amounts of the planned capital actions in our capital plan in any year, including stock purchasesrepurchases and dividends, may be substantially reduced from the amounts included in prior capital plans. These reductions may reflect changes in one or more different factors, including but not limited to our business prospects and related capital needs, our capital position, proposed acquisitions or other uses of capital, the models used in our capital planning process, the supervisory models used by the Federal Reserve to stress our balance sheet, the Federal Reserve’s hypothetical economic scenarios for the CCAR process, the Federal Reserve’s CCAR instructions and the Federal Reserve’s supervisory expectations for the capital planning process. The Federal Reserve may object to our capital plan or impose conditions on us in connection with a non-objection to our capital plan, or we may decide that we need to adjust our capital plan to avoid an objection by the Federal Reserve,Reserve. Any of these potential events potentially requiringcould require us, as applicable, to revise our stress-testing or capital management approaches, resubmit our capital plan or postpone, cancel or alter our planned capital actions. In addition, changes in our business strategy, merger or acquisition activity or uses of capital could result in a change in our capital plan
and its associated capital actions, and may require us to resubmit our capital plan to the Federal Reserve for its non-objection. We are also subject to asset quality reviews and stress testing by the ECB and in the future we may be subject to similar reviews and testing by other regulators.
Our implementation of capital and liquidity requirements, including our capital plan, may not be approved or may be objected to by the Federal
Reserve, and the Federal Reserve may impose capital requirements in excess of our expectations or require us to maintain levels of liquidity that are higher than we may expect and which may adversely affect our consolidated revenues. In the event that our implementation of capital and liquidity requirements under regulatory initiatives or our current capital structure are determined not to conform with current and future capital requirements, our ability to deploy capital in the operation of our business or our ability to distribute capital to shareholders or to purchaserepurchase our capital stock may be constrained, and our business may be adversely affected. In addition, we may choose to forgo business opportunities, due to their impact on our capital plan or stress tests, including CCAR. Likewise, in the event that regulators in other jurisdictions in which we have banking subsidiaries determine that our capital or liquidity levels do not conform with current and future regulatory requirements, our ability to deploy capital, our levels of liquidity or our business operations in those jurisdictions may be adversely affected.
For additional information about the above matters, refer to “Business - Supervision and Regulation - Regulatory“Regulatory Capital Adequacy and Liquidity Standards” includedsection under Item 1,"Supervision and Regulation" in Business and “Financial Condition - Capital”“Capital” section under "Financial Condition" in our Management's Discussion and Analysis included under Item 7 ofin this Form 10-K.
Fee revenue represents a significant majority of our consolidated revenue and is subject to decline, among other things, in the event of a reduction in, or changes to, the level or type of investment activity by our clients.
We rely primarily on fee-based services to derive our revenue. This contrasts with commercial banks that may rely more heavily on interest-based sources of revenue, such as loans. During 20172019 total fee revenue represented approximately 80%78% of our total revenue. Fee revenue generated by our investment servicingInvestment Servicing and investment managementInvestment Management businesses is augmented by foreign exchange trading services, securities finance and software and processing fees and otherfee revenue.
The level of these fees is influenced by several factors, including the mix and volume of our AUCAAUC/A and our AUM, the value and type of securities positions held (with respect to assets under custody) and the volume of our clients' portfolio transactions, and the types of products and services used by our clients. For example, reductions in the level of economic and capital markets
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activity tend to have a negative effect on our fee revenue, as these often result in reduced asset valuations and transaction volumes. They may also result in investor preference trends towards asset classes and markets deemed more secure,
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such as cash or non-emerging markets, with respect to which our fee rates are often lower.
In addition, our clients include institutional investors, such as mutual funds, collective investment funds, UCITS, hedge funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers. Economic, market or other factors that reduce the level or rates of savings in or with those institutions, either through reductions in financial asset valuations or through changes in investor preferences, could materially reduce our fee revenue and have a material adverse effect on our consolidated results of operations.
Our businesses have significant European operations, and disruptions in European economies could have an adverse effect on our consolidated results of operations or financial condition.
WhileEconomic growth continues to slow in Europe, with key economies, including Germany, drifting towards recession despite new stimulus from the European economy made some progress towards recovery during 2017,Central Bank, and concerns remain with regard to sovereign debt sustainability, interdependencies among financial institutions and sovereigns the impacts of the British exit or potential other exits from the European Union, the planned unwinding of European Central Bank quantitative easing measures and political and other risks, such as relating to populism, refugee migration or terrorist threats,including potential market disruptions associated with political conflicts and disputes and migrant flows in one or more European nations. In addition, both divergence between the pace of monetary tighteningcontinued uncertainty in the U.S. andexternal environment for Europe, and the recent strength of the Eurospecifically with prospects for weaker external trade, have led to increased concern around the near- to medium-term outlook for economic progress in Europe.
In addition, uncertainty around the sustainabilityimplications of the United Kingdom's exit from the E.U., known as Brexit, and related developments, present risks which include potential negative impacts to economic progress madeactivity or to cooperation in 2017the future relationship between the U.K and E.U. and the resulting consequences for market access for financial services. In order to conform to anticipated restrictions on activity between the E.U. and the U.K. following Brexit, and based on a hard Brexit scenario, we have developed and implemented plans that seek to maintain our servicing and operational capabilities, in Europe.all material respects, independent of the final outcome. There can be no assurance, however, that our plans will address effectively, in whole or in part, all potential contingencies associated with Brexit, that we may not experience additional costs or inefficiencies associated with our European activities or client dissatisfaction, delays in receiving regulatory approvals or other difficulties in executing our regional strategy. Given the scope of our European operations, economic
or market uncertainty, volatility, illiquidity or disruption resulting from these and related factors could have a material adverse impact on our consolidated results of operations or financial condition.
Geopolitical and economic conditions and developments could adversely affect us, particularly if we face increased uncertainty and unpredictability in managing our businesses.
Global credit and other financial markets can suffer from substantial volatility, illiquidity and disruption, particularly in the wakeas a result of geopolitical disruptions, slower economic growth and as global monetary authorities begin to withdrawa shifting monetary policy easing measures.stance from key central banks. If such volatility, illiquidity or disruption were to result in an adverse economic environment in the U.S. or internationally or result in a lack of confidence in the financial stability of major developed andor emerging markets, such developments could have an adverse affecteffect on our business, as well as the businesses of our clients and our significant counterparties and could also increase the difficulty and unpredictability of aligning our business strategies, our infrastructure
and our operating costs in light of current and futureuncertain market and economic conditions. These risks could be compounded by tighter monetary policy conditions, restrictions ondisruptions to free trade and political uncertainty in the U.S. and internationally.
Market disruptions can adversely affect our consolidated results of operations if the value of AUCAour AUC/A or AUM decline, while the costs of providing the related services remain constant or increase. These factors could reduce the profitability of our asset-based fee revenue and could also adversely affect our transaction-based revenue, such as revenues from securities finance and foreign exchange activities, and the volume of transactions that we execute for or with our clients. Further, the degree of volatility in foreign exchange rates can affect our foreign exchange trading revenue. In general, increased currency volatility tends to increase our market risk but also increases our opportunity to generate foreign exchange revenue. Conversely, periods of lower currency volatility tend to decrease our market risk but also decrease our foreign exchange revenue.
In addition, as our business grows globally and a significant percentage of our revenue is earned (and of our expenses paid) in currencies other than U.S. dollars, our exposure to foreign currency volatility could affect our levels of consolidated revenue, our consolidated expenses and our consolidated results of operations, as well as the value of our investment in our non-U.S. operations and our non-U.S. investment portfolio holdings. The extent to which changes in the strength of the U.S. dollar relative to other currencies affect our consolidated results of operations, including the degree of any offset between increases or decreases to both revenue and expenses, will depend upon the nature and scope of our operations and activities in the relevant
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jurisdictions during the relevant periods, which may vary from period to period.
As our product offerings expand, in part as we seek to take advantage of perceived opportunities arising under various regulatory reforms and resulting market changes, the degree of our exposure to various market and credit risks will evolve, potentially resulting in greater revenue volatility.We also will need to make additional investments to develop the operational infrastructure and to enhance our compliance and risk management capabilities to support these businesses, which may increase the operating expenses of such businesses or, if our control environment fails to keep pace with product expansion, result in increased risk of loss from such businesses.
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We may need to raise additional capital or debt in the future, which may not be available to us or may only be available on unfavorable terms.
We may need to raise additional capital or debt in order to maintain our credit ratings, in response to regulatory changes, including capital rules, or for other purposes, including financing acquisitions and joint ventures. In particular,For example, in November 2019 and January 2020, we issued additional long-term debt in order to maintain levels to satisfy our internal requirements based on the Federal Reserve’s TLAC final rule, which goes into effect on January 1, 2019, will require State Streetand in September 2018 and July 2018 we issued preferred stock and common stock, respectively, to maintain a minimum amountfinance our acquisition of eligible LTD outstanding, and we may need to issue more long-term debt in order to meet the minimum eligible LTD requirement.CRD.
However, our ability to access the capital markets, if needed, on a timely basis or at all will depend on a number of factors, such as the state of the financial markets and securities law requirements and standards. In the event of rising interest rates, disruptions in financial markets, negative perceptions of our business or our financial strength, or other factors that would increase our cost of borrowing, we cannot be sure of our ability to raise additional capital or debt, if needed, on terms acceptable to us. Any diminished ability to raise additional capital or debt, if needed, could adversely affect our business and our ability to implement our business plan, capital plan and strategic goals, including the financing of acquisitions and joint ventures and our efforts to maintain regulatory compliance.
Any downgrades in our credit ratings, or an actual or perceived reduction in our financial strength, could adversely affect our borrowing costs, capital costs and liquidity position and cause reputational harm.
Major independent rating agencies publish credit ratings for our debt obligations based on their evaluation of a number of factors, some of which relate to our performance and other corporate developments, including financings, acquisitions and joint ventures, and some of which relate to general industry conditions. We anticipate that the rating agencies will continue to
review our ratings regularly based on our consolidated results of operations and developments in our businesses, including regulatory considerations such as resolution planning. One or more of the major independent credit rating agencies have in the past downgraded, and may in the future downgrade, our credit ratings, or have negatively revised their outlook for our credit ratings. The current market and regulatory environment and our exposure to financial institutions and other counterparties, including sovereign entities, increase the risk that we may not maintain our current ratings, and we cannot provide assurance that we will continue to maintain our current credit ratings. Downgrades in our credit ratings may adversely affect our borrowing costs, our capital costs and our ability
to raise capital and, in turn, our liquidity.A failure to maintain an acceptable credit rating may also preclude us from being competitive in various products.
Additionally, our counterparties, as well as our clients, rely on our financial strength and stability and evaluate the risks of doing business with us. If we experience diminished financial strength or stability, actual or perceived, includingdue to the effects of market or regulatory developments, our announced or rumored business developments, or consolidated results of operations, a decline in our stock price or a reduceddowngrade to our credit rating, our counterparties may be less willing to enter into transactions, secured or unsecured, with us; our clients may reduce or place limits on the level of servicesservice we provide to them or seek to transfer the business, in whole or in part, to other service providers; or our prospective clients may select other service providers, all of which may have adverse effects on our business and reputation.
The risk that we may be perceived as less creditworthy relative tothan other market participants is higher in the currentas a result of recent market developments which include an environment in which the consolidation, and in some instances failure, of financial institutions, including major global financial institutions, havehas resulted in a smaller number of much larger counterparties and competitors. If our counterparties perceive us to be a less viable counterparty, our ability to enter into financial transactions on terms acceptable to us or our clients, on our or our clients' behalf, will be materially compromised. If our clients reduce their deposits with us or select other service providers for all or a portion of the services we provide to them, our revenues will decrease accordingly.
Operational, Business and Reputational Risks
We face extensive and changing government regulation in the U.S. and in foreignnon-U.S. jurisdictions in which we operate, which may increase our costs and expose us to risks related to compliance.
Most of our businesses are subject to extensive regulation by multiple regulatory bodies, and many of the clients to which we provide services are themselves
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subject to a broad range of regulatory requirements. These regulations may affect the scope of, and the manner and terms of delivery of, our services. As a financial institution with substantial international operations, we are subject to extensive regulation and supervisory oversight, both inside and outside of the U.S. This regulation and supervisory oversight affects, among other things, the scope of our activities and client services, our capital and organizational structure, our ability to fund the operations of our subsidiaries, our lending practices, our dividend policy, our common stock purchase actions, the manner in which we market our services, our acquisition activities and our interactions with
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foreign regulatory agencies and officials.
In particular, State Street is we are registered with the Federal Reserve as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Bank Holding Company Act generally limits the activities in which we and our non-banking subsidiaries may engage to managing or controlling banks and to activities considered to be closely related to banking. As a bank holding company that has elected to be treated as a financial holding company under the Bank Holding Company Act, State Streetwe and some of our non-banking subsidiaries may also engage in a broader range of activities considered to be “financial in nature.” Financial holding company status may be denied if State Streetwe and itsour banking subsidiaries do not remain well capitalized and well managed or fail to comply with Community Reinvestment Act obligations. Currently, under the Bank Holding Company Act, we may not be able to engage in new activities or acquire shares or control of other businesses.
The U.S. President has issued an executive order that sets forth principles for the reform of the federal financial regulatory framework, and, in May 2018, the Republican majority in Congress has also suggested an agenda forUnited States enacted EGRRCPA. The EGRRCPA’s revisions to the U.S. financial regulatory reform.framework, some of which remain subject to further rulemaking, have altered certain laws and regulations applicable to us and other major financial firms. It is too earlydifficult to assesspredict whether there will be any majormore changes into the regulatory environment or afurther rebalancing of the post financial crisis framework and what the impact will be on our results of operations or financial condition, including without limitation, increased expenses or changes in the demand for our services, or on the U.S.-domestic or global economies or financial markets. We expect that our business will remain subject to extensive regulation and supervision. Several other aspects of the regulatory environment in which we operate, and related risks, are discussed below.Additional information is provided under "Supervision and Regulation” included under Item 1,in Business ofin this Form 10-K.
Resolution Planning
State Street, like other bank holding companies with total consolidated assets of $50 billion or more,We are required to periodically submitssubmit a plan for
rapid and orderly resolution in the event of material financial distress or failure commonly referred to as a resolution plan or a living will to the Federal Reserve and the FDIC under Section 165(d) of the Dodd-Frank Act. Through resolution planning, we seek, in the event of insolvency, to maintain State Street Bank’s role as a key infrastructure provider within the financial system, while minimizing risk to the financial system and maximizing value for the benefit of our stakeholders. Significant management attention and resources are required in an effort to meet regulatory expectations
with respect to resolution planning.
In the event of material financial distress or failure, our preferred resolution strategy is the SPOE Strategy. Our resolution plan, including our implementation of the SPOE strategyStrategy with a secured support agreement, involves important risks, including that: (1) the SPOE Strategy and the obligations under the support agreement may result in the recapitalization of State Street Bank and the commencement of bankruptcy proceedings by the Parent Company at an earlier stage of financial stress than might otherwise occur without such mechanisms in place; (2) an expected effect of the SPOE Strategy, together with applicable TLAC regulatory requirements, is that State Street’sour losses will be imposed on Parent Company shareholders and the holders of long-term debt and other forms of TLAC securities currently outstanding or issued in the future by the Parent Company, as well as on any other Parent Company creditors, before any of itsour losses are imposed on the holders of the debt securities of State Street Bank or certain of the Parent Company’s other operating subsidiaries or any of their depositors or creditors or before U.S. taxpayers are put at risk; (3) there can be no assurance that there would be sufficient recapitalization resources available to ensure that State Street Bank and our other material entities are adequately capitalized following the triggering of the requirements to provide capital and/or liquidity under the support agreement; and (4) there can be no assurance that credit rating agencies, in response to our resolution plan or the support agreement, will not downgrade, place on negative watch or change their outlook on our debt credit ratings, generally or on specific debt securities. Additional information about the SPOE Strategy, including related risks, is provided under "Resolution"Recovery and Resolution Planning" included under Item 1,in Business ofin this Form 10-K.
Systemic Importance
Our qualification in the U.S. as a SIFI, and our designation by the FSBFinancial Stability Board as a G-SIB, to which certain regulatory capital surcharges may apply, subjects us to incrementally higher capital and prudential requirements, increased scrutiny of our activities and potential furtheradditional regulatory requirements or increasedheightened regulatory expectations thanas compared to those applicable to some of the financial institutions with which we compete as a custodian or
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asset manager. This qualification and designation also has significantly increased, and may continue to increase, our expenses associated with regulatory compliance, including personnel and systems, as well as implementation and related costs to enhance our programs.
Global and Non-U.S. Regulatory Requirements
The breadth of our business activities, together with the scope of our global operations and varying
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business practices in relevant jurisdictions, increase the complexity and costs of meeting our regulatory compliance obligations, including in areas that are receiving significant regulatory scrutiny.We are, therefore, subject to related risks of non-compliance, including fines, penalties, lawsuits, regulatory sanctions, difficulties in obtaining governmental approvals, limitations on our business activities or reputational harm, any of which may be significant. For example, the global nature of our client base requires us to comply with complex laws and regulations of multiple jurisdictions relating to economic sanctions and money laundering. In addition, we are required to comply not only with the U.S. Foreign Corrupt Practices Act, but also with the applicable anti-corruption laws of other jurisdictions in which we operate. Further, our global operating model requires that we comply with information security, resiliency and outsourcing oversight requirements, including with respect to affiliated entities, and data security standards of multiple jurisdictions.jurisdictions and enable our clients to comply with information security, resiliency and outsourcing oversight requirements imposed upon them. Regulatory scrutiny of compliance with these and other laws and regulations is increasing. State Street facesincreasing and may, in some respects, impede the implementation of our global operating model that is central to both delivery of client service requirements and cost efficiency. We sometimes face inconsistent laws and regulations across the various jurisdictions in which we operate. The evolving regulatory landscape may interfere with our ability to conduct our operations, with our pursuit of a common global operating model or with our ability to compete effectively with other financial institutions operating in those jurisdictions or which may be subject to different regulatory requirements than apply to us. In particular, non-U.S. regulations and initiatives that may be inconsistent or conflict with current or proposed regulations in the U.S. could create increased compliance and other costs that would adversely affect our business, operations or profitability. Geopolitical events such as the U.K.’s planned exit from the European Union also have the potential to increase the complexity and cost of regulatory compliance.
In addition to U.S. regulatory initiatives, we are further affected by non-U.S. regulatory initiatives, including but not limited to, the AIFMD,Risk Reduction Package, the BRRD,Investment Firm Review, the EMIR, GDPR,Central Securities Depositories Regulation, the UCITS directives, the Money Market Funds Regulation, MiFID II and MiFIRShareholder Rights Directive and the proposed E.U. risk reduction package.Securities Financing Transactions Regulation. Recent,
proposed or potential regulations in the U.S. and E.U. with respect to money market funds, short-term wholesale funding, such as repurchase agreements or securities lending, or other “shadow banking”non-bank finance activities, could also adversely affect not only our own operations but also the operations of the clients to which we provide services. In the E.U., the AIFMDaddition, anti-competitive, voting power, governance and UCITS V increase the responsibilities and potential liabilities of custodians and depositories to certain of their clients for asset losses.
EMIR requires the reporting of all derivatives to a trade repository, the mandatory clearing of certain derivatives trades via a central counterparty
(including the exchange of margin) and risk mitigation techniques for derivatives not cleared via a central counterparty. State Street is likely to become indirectly subject to EMIR's risk mitigation obligations when it transactsother concerns with E.U. counterparties. EMIR willpassive investment strategies continue to impact our business activities,be the subject of legislative and increase costs, in various ways, some of which may be adverse. Further, the European Commission's proposal to introduce a proposed financial transaction tax or similar proposals elsewhere, if adopted, could materially affect the location and volume of financial transactions or otherwise alter the conduct of financial activities, any ofregulatory debate which could have a material adverse effect onsignificantly impact both our asset management business and on our consolidated results of operations or financial condition.the clients that we service.
Consequences of Regulatory Environment and Compliance Risks
Domestic and international regulatory reform could limit our ability to pursue certain business opportunities, increase our regulatory capital requirements, alter the risk profile of certain of our core activities and impose additional costs on us, otherwise adversely affect our business, our consolidated results of operations or financial condition and have other negative consequences, including, a reduction of our credit ratings. Different countries may respond to the market and economic environment in different and potentially conflicting manners, which could increase the cost of compliance for us.
The evolving regulatory environment, including changes to existing regulations and the introduction of new regulations, may also contribute to decisions we may make to suspend, reduce or withdraw from existing businesses, activities, markets or initiatives. In addition to potential lost revenue associated with any such suspensions, reductions or withdrawals, any such suspensions, reductions or withdrawals may result in significant restructuring or related costs or exposures.
If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits, delays, or difficulties in obtaining regulatory approvals or restrictions on our business activities or harm to our reputation, which may significantly and adversely affect our business operations and, in turn, our consolidated results of operations. The willingness of regulatory authorities to impose meaningful sanctions, and the level of fines and penalties imposed in connection with regulatory violations, have increased substantially since the financial crisis. Regulatory agencies may, at times, limit our ability to disclose their findings, related actions or remedial measures. Similarly, many of our clients are subject to significant regulatory requirements and retain our services in order for us to assist them in complying with those legal
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requirements. Changes in these regulations can significantly affect the services that we are asked to provide, as well as our costs.
Adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain clients. If we cause clients to fail to comply with theseany regulatory
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requirements, we may be liable to them for losses and expenses that they incur. In recent years, regulatory oversight and enforcement have increased substantially, imposing additional costs and increasing the potential risks associated with our operations. If this regulatory trend continues, it could continue to adversely affect our operations and, in turn, our consolidated results of operations and financial condition.
For additional information, see the risk factor below,“Our businesses may be adversely affected by government enforcement and litigation.”
Any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities or disruptions to our continuous operations, including the systems, facilities or operations of third parties with which we do business, such as resulting from cyber-attacks, could result in significant limits on our ability to conduct our business activities, costs and reputational damage.
Our calculationsbusinesses depend on information technology infrastructure, both internal and external, to, among other things, record and process a large volume of credit,increasingly complex transactions and other data, in many currencies, on a daily basis, across numerous and diverse markets and jurisdictions and to maintain that data securely. In recent years, several financial services firms have suffered successful cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to clients, loss or misappropriation of sensitive or private data and reputational harm. We also have been subjected to cyber-attacks, and although we have not to our knowledge suffered a material breach or suspension of our systems, it is possible that we could suffer such a breach or suspension in the future (or that we may be unaware of a prior attack). Cyber-threats are sophisticated and continually evolving. We may not implement effective systems and other measures to effectively identify, detect, prevent, mitigate, recover from or remediate the full diversity of cyber-threats or improve and adapt such systems and measures as such threats evolve and advance.
A cyber-security incident, or a failure to protect our technology infrastructure, systems and information and our clients and others' information against cyber-security threats, could result in the theft, loss, unauthorized access to, disclosure, misuse or alteration of information, system failures or outages or loss of access to information. The expectations of our clients and regulators with respect to the resiliency of our systems and the adequacy of our control environment with respect to such systems has and is expected to increase as the risk of cyber-attacks and the consequences of those attacks become more pronounced. We may not be successful in meeting those expectations or in our efforts to identify, detect,
prevent, mitigate and respond to such cyber-incidents or for our systems to recover in a manner that does not disrupt our ability to provide services to our clients. The failure to maintain an adequate technology infrastructure and applications with effective cyber-security controls could impact operations, adversely affect our financial results, result in loss of business, damage our reputation or impact our ability to comply with regulatory obligations, leading to regulatory fines and sanctions. We may be required to expend significant additional resources to modify, investigate or remediate vulnerabilities or other exposures arising from cyber-security threats.
Our computer, communications, data processing, networks, backup, business continuity, disaster recovery or other operating, information or technology systems, facilities and activities have suffered and in the future may suffer disruptions or otherwise fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which can adversely affect our ability to process transactions, provide services or maintain systems availability, maintain information security, compliance and internal controls or otherwise appropriately conduct our business activities. For example, in addition to cyber-attacks, there could be sudden increases in transaction or data volumes, electrical or telecommunications outages, natural disasters, or employee or contractor error or malfeasance. Third parties may also attempt to place individuals within State Street or fraudulently induce employees, vendors, clients or other users of our systems to disclose sensitive information in order to gain access to our data or that of our clients or other parties. Any such disruptions or failures may require us, among other things, to reconstruct lost data (which may not be possible), reimburse our clients' costs associated with such disruption or failure, result in loss of client business or damage our information technology infrastructure or systems or those of our clients or other parties. While we have not in the past suffered material harm or other adverse effects from such disruptions or failures, we may not successfully prevent, respond to or recover from such disruptions or failures in the future, and any such disruption or failure could adversely impact our ability to conduct our businesses, damage our reputation and cause losses, potentially materially.
The third parties with which we do business, which facilitate our business activities, to whom we outsource operations or other activities, from whom we receive products or services or with whom we otherwise engage or interact, including financial intermediaries and technology infrastructure and service providers, are also susceptible to the foregoing risks (including the third parties with which they are similarly interconnected or on which they otherwise rely), and our or their business operations and activities have been and may in the future be adversely affected, perhaps materially,
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by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology, infrastructure or government institutions or intermediaries with whom we or they are interconnected or conduct business.
In particular, we, like other financial services firms, will continue to face increasing cyber-threats, including computer viruses, malicious code, distributed denial of service attacks, phishing attacks, ransomware, hacker attacks, limited availability of services, unauthorized access, information security breaches or employee or contractor error or malfeasance that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our, our clients' or other parties' confidential, personal, proprietary or other information or otherwise disrupt, compromise or damage our or our clients' or other parties' business assets, operations and activities. These and similar types of threats are occurring globally with greater frequency and intensity, and we may not anticipate or implement effective preventative measures against, or identify and detect one or more, such threats, particularly because the techniques used change frequently or may not be recognized until after they are launched. Our status as a global SIFI likely increases the risk that we are targeted by such cyber-security threats. In addition, some of our service offerings, such as data warehousing, may also increase the risk we are, and the consequences of being, so targeted. We may be required to expend significant additional resources to modify, investigate or remediate vulnerabilities or other exposures arising from cyber-security threats. We therefore could experience significant related costs and legal and financial exposures, including lost or constrained ability to provide our services or maintain systems availability to clients, regulatory inquiries, enforcements, actions and fines, litigation, damage to our reputation or property and enhanced competition.
Due to our dependence on technology and the important role it plays in our business operations, we are attempting to improve and update our information technology infrastructure, among other things: (1) as some of our systems are approaching the end of their useful life, are redundant or do not share data without reconciliation; (2) to be more efficient, meet increasing client and regulatory security, resiliency and other expectations and support opportunities of growth; and (3) to enhance resiliency and maintain business continuity. Updating these systems involves material costs and often involves implementation, integration and security risks, including risks that we may not adequately anticipate the market or technological trends, regulatory expectations or client needs or experience unexpected challenges that could cause financial, reputational and operational harm. Failing to properly respond to and invest in changes and advancements in technology can limit our ability to attract and retain clients, prevent us from offering similar products and services as those offered by our
competitors, impair our ability to maintain continuous operations, inhibit our ability to meet regulatory requirements and subject us to regulatory inquires.
Our controls and procedures may fail or be circumvented, our risk exposures, total risk-weighted assetsmanagement policies and capital ratios for regulatory purposes depend on data inputs, formulae, models, correlationsprocedures may be inadequate, and assumptionsoperational risks could adversely affect our consolidated results of operations.
We have in the past failed and may in the future fail to identify and manage risks related to a variety of aspects of our business, including, but not limited to cyber-security, information technology risk, operational risk and resiliency, interest rate risk, foreign exchange risk, trading risk, fiduciary risk, legal and compliance risk, liquidity risk and credit risk. We have adopted various controls, procedures, policies and systems to monitor and manage risk. We cannot provide assurance that those controls, procedures, policies and systems are or will be adequate to identify and manage internal and external risks, including risks related to service providers, in our various businesses. The risk of individuals, either employees or contractors, engaging in conduct harmful or misleading to clients or to us, such as consciously circumventing established control mechanisms to exceed trading or investment management limitations, committing fraud or improperly selling products or services to clients, is particularly challenging to manage through a control framework. In addition, we are subject to changes over time,increased resiliency risk, and cyber-attacks from governmental and non-governmental actors are becoming more sophisticated and presenting increased risks, all requiring continuous reinvestment, enhancement and improvement in and of our information technology and operational infrastructure, controls and personnel which changes,may not be effectively or timely deployed or integrated. Moreover, the financial and reputational impact of control or conduct failures can be significant. Persistent or repeated issues with respect to controls, information technology resiliency or individual conduct have raised and may in additionthe future raise concerns among regulators regarding our culture, governance and control environment. There can be no assurance that our efforts to address such risks will be effective. While we seek to contractually limit our consolidated financial results, could materially impact ourexposure to operational risk, exposures, our total risk- weighted assetsthe degree of protection that we are able to achieve varies, and our capital ratiospotential exposure may be greater than the revenue we anticipate that we will earn from period to period.servicing our clients.
To calculate our credit, market and operational risk exposures, our total risk-weighted assets and our capital ratios for regulatory purposes, the Basel III final rule involves the use of current and historical data, including our own loss data and similar information from other industry participants, market volatility measures, interest rates and spreads, asset valuations, credit exposures and the creditworthiness of our counterparties. These calculations also involve the use of quantitative formulae, statistical models, historical correlations and significant assumptions. We refer to the data, formulae, models, correlations and assumptions, as well as our related internal processes, as our “advanced systems.” While our advanced systems are generally quantitative in nature, significant components involve the exercise of judgment based, among other factors, on our and the financial services industry's evolving experience. Any of these judgments or other elements of our advanced systems may not, individually or collectively, precisely represent or calculate the scenarios, circumstances, outputs or other results for which they are designed or intended. Collectively, they represent only our estimate of associated risk.
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In addition, our advanced systems are subject to update and periodic revalidation in response to changes in our business activities and our historical
experiences, forces and events experienced by the market broadly or by individual financial institutions, changes in regulations and regulatory interpretations and other factors, and are also subject to continuing regulatory review and approval. For example, a significant operational loss experienced by another financial institution, even if we do not experience a related loss, could result in a material change in the output of our advanced systems and a corresponding material change in our risk exposures, our total risk-weighted assets and our capital ratios compared to prior periods. An operational loss that we experience could also result in a material change in our capital requirements for operational risk under the advanced approaches, depending on the severity of the loss event, its characterization among the seven Basel-defined UOMs,businesses and the stability ofmarkets in which we operate are continuously evolving. We may fail to identify or fully understand the distributional approach for a particular UOM, and without direct correlation to the effects of the loss event, or the timing of such effects, on our results of operations. Due to the influenceimplications of changes in our advancedbusinesses or the financial markets and fail to adequately or timely enhance our risk framework to address those changes. To the extent that our risk framework is ineffective, either because it fails to keep pace with changes in the financial markets, regulatory or industry requirements, technology and cyber-security developments, our businesses, our counterparties, clients or service providers or for other reasons, we could incur losses, suffer reputational damage or find ourselves out of compliance with applicable regulatory or contractual mandates or expectations, and subject to regulatory inquiry or action against us.
Operational risk is inherent in all of our business activities. As a leading provider of services to institutional investors, we provide a broad array of services, including research, investment management, trading services and investment servicing that expose us to operational risk. In addition, these services generate a broad array of complex and specialized servicing, confidentiality and fiduciary requirements, many of which involve the opportunity for human, systems whetheror process errors. We face the risk that the control policies, procedures and systems we have established to comply with our operational or security requirements will fail, will be inadequate or will become outdated. We also face the potential for loss resulting from changes in data inputs, regulationinadequate or regulatoryfailed internal processes, employee supervision or interpretation, State Street-specific or more general market, or individual financial institution-specific, activities or experiences,monitoring mechanisms, service-provider processes or other updatessystems or factors,controls, which could materially affect our future consolidated results of operations. Given the volume and magnitude of transactions we expectprocess on a daily basis, operational losses represent a potentially significant financial risk for our business. Operational errors that our advanced systems and our credit, market and operational risk exposures, our total risk- weighted assets and our capital ratios calculated under the Basel III final rule will change,result in us remitting funds to a failing or bankrupt entity may be irreversible, and may subject us to losses.
We may also be volatile, over time,subject to disruptions from external events that are wholly or partially beyond our control, which could cause delays or disruptions to operational functions, including information processing and that those latter changesfinancial market settlement functions. In addition, our clients, vendors and counterparties could suffer from such events. Should these events affect us, or volatilitythe clients, vendors or counterparties with which we conduct business, our consolidated results of operations could be negatively affected. When we record balance sheet accruals for probable and estimable loss contingencies related to operational losses, we may be unable to accurately estimate our potential exposure, and any accruals we establish to cover operational losses may not be sufficient to cover our actual financial exposure, which could have a material as calculated and measured from period to period.adverse effect on our consolidated results of operations.
We are subject to enhanced external oversight as a result of certain agreements entered into in connection with the resolution of prior regulatory or governmental matters.
In June 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AML regulations and U.S. economic sanctions regulations promulgated by OFAC. As part of this agreement, we have been required to, among other things, implement improvements to our compliance programs and to retain an independent firm to conduct a review of account and transaction activity to evaluate whether any suspicious activity was not previously reported.programs.
Separately, in connection with the resolution of certain proceedings relating to our having charged six clients of our U.K. transition management business during 2010 and 2011 amounts in excess of the contractual terms, in January 2017, we entered into a deferred prosecution agreement with the Department of Justice and the United States Attorney for the District of MassachusettsDOJ under which we agreed to
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retain an independent compliance and ethics monitor for a term of three yearswhich has now been extended to 2021 (subject to further extension) who will,to, among other things, review and monitor the effectiveness of our compliance controls and business ethics and make related recommendations, and in September 2017, we entered into a settlement agreement with the SEC that also requires us to retain an independent ethics and compliance consultant for a one year period.consultant. We have retained a monitor who is fulfilling our obligations under both the deferred prosecution agreement and the SEC settlement. Responding to the monitor's requests entails significant cost and management attention and we are, in general, required to implement remediation plans to address any of the monitor's recommendations. These recommendations may require substantial cost and effort to remediate and, even when consistent with our own control enhancement objectives, may reflect differences in approach, timing and cost than we may independently intend. Under the deferred prosecution agreement we also have a heightened obligation promptly to report issues involving potential or alleged fraudulent activities to the Department of Justice.DOJ.
As a result of the enhanced inspections and monitoring activities to which we are subject under these agreements, governmental authorities may identify areas in which we may need to take actions, which may be significant, to enhance our regulatory compliance or risk management practices. Such remedial actions may entail significant cost, management attention, and systems development and such efforts may affect our ability to expand our business until such remedial actions are completed. These actions may be in addition to remedial measures required by the Federal Reserve and other financial regulators following examinations as a result of increased prudential expectations regarding our compliance programs, culture and risk management.
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Our failure to implement enhanced compliance and risk management procedures in a manner and in a time frame deemed to be responsive by the applicable regulatory authority could adversely impact our relationship with such regulatory authority and could lead to restrictions on our activities or other sanctions. Moreover, the identification of new or additional facts and circumstances suggesting inappropriate or non-compliant conduct, whether identified by the monitor or a regulatory authority, in the course of an inspection, or independently by us could lead to new governmental proceedings or the re-opening of matters that were previously resolved. The presence of the monitor, as well as governmental programs rewarding whistleblowing, may also increase the instances of current or former employees alleging that certain practices are inconsistent with our legal or regulatory obligations.
Our businesses may be adversely affected by government enforcement and litigation.
The businesses in which we operate are highly-regulated and subject to extensive external scrutiny that may be directed generally to participants in the businesses or markets in which we are involved or may be specifically directed at us, including as a result of whistleblower and qui tam claims. In the course of our business, we are frequently subject to various regulatory, governmental and law
enforcement inquiries, investigative demands and subpoenas, and from time to time, our clients, or the government on its own behalf or on behalf of our clients or others, make claims and take legal action relating to, among other things, our performance of our fiduciary, contractual or regulatory responsibilities. Often, the announcement of any such matters, or of any settlement of a claim or action, whether it involves us or others in our industry, may spur the initiation of similar claims by other clients or governmental parties. Regulatory authorities have, and are likely to continue to, initiate cross industry reviews when a material issue is identified at a financial institution. Such inquiries involve costs and management time and may lead to proceedings relating to our own activities.
Regardless of the outcome of any governmental enforcement or litigation matter, responding to such matters is time-consuming and expensive and can divert the attention of senior management. Governmental enforcement and litigation matters can involve claims for disgorgement, demands for substantial monetary damages, the imposition of civil or criminal penalties, and the imposition of remedial sanctions or other required changes in our business practices, any of which could result in increased expenses, loss of client demand for our products or services, or harm to our reputation. The exposure associated with any proceedings that may be threatened, commenced or filed against us could have a material adverse effect on our consolidated results of
operations for the period in which we establish a reserve with respect to such potential liability or upon our reputation. In government settlements since the financial crisis, the fines imposed by authorities have increased substantially and may exceed in some cases the profit earned or harm caused by the regulatory or other breach. For example, in connection with the resolution of the U.K. transition management matter, we agreed to pay a fine of £22.9 million (approximately $37.8 million) to the U.K. FCA in 2014 and fines of $32.3 million to each of the Department of JusticeDOJ and the SEC in 2017. As a further example, we paid an aggregate of $575 million in 2016 to resolve a series of investigations and governmental and private claims alleging that our indirect foreign exchange rates prior to 2008 were not adequately disclosed or were otherwise improper. These matters have also resulted in regulatory focus on the manner in which we charge clients and related disclosures. This focus may lead to increased and prolonged governmental inquiries and client, qui tam and whistleblower claims associated with the amount and disclosure of compensation we receive for our products and services.
Moreover, U.SU.S. and certain international governmental authorities have increasingly brought criminal actions against financial institutions, and
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criminal prosecutors have increasingly sought and obtained criminal guilty pleas, deferred prosecution agreements or other criminal sanctions from financial institutions. For example, in 2017 we entered into a deferred prosecution agreement with the U.S. Department of Justice in connection with the resolution of the U.K transition management matter, and such agreement could increase the likelihood that governmental authorities will seek criminal sanctions against us in pending or future legal proceedings. See section “We are subject to various legal proceedings relating to the manner in which we have invoiced certain expenses, and the outcome of such proceedings could materially adversely affect our results of operations, or harm our business or reputation.” Government authorities may also pursue criminal claims against current or former employees, and these matters can, among other things, involve continuing reputational harm to us. For example, four of our former employees were indicted by U.S. prosecutors on charges of criminal conspiracy in connection with their involvement in the transition management matter. Two of these individuals pled guilty, and a third was convicted in 2018.
In many cases, we are required or may choose to report inappropriate or non-compliant conduct to the authorities, and our failure or delay to do so may represent an independent regulatory violation or be treated as an indication of non-cooperation with governmental authorities. Even when we promptly report a matter, we may nonetheless experience regulatory fines, liabilities to clients, harm to our reputation or other adverse effects. Moreover, our
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settlement or other resolution of any matter with any one or more regulators or other applicable party may not forestall other regulators or parties in the same or other jurisdictions from pursuing a claim or other action against us with respect to the same or a similar matter.
For more information about current contingencies relating to legal proceedings, see Note 13 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K. The resolution of certain pending or potential legal or regulatory matters could have a material adverse effect on our consolidated results of operations for the period in which the relevant matter is resolved or an accrual is determined to be required, on our consolidated financial condition or on our reputation.
In view of the inherent difficulty of predicting the outcome of legal and regulatory matters, we cannot provide assurance as to the outcome of any pending or potential matter or, if determined adversely against us, the costs associated with any such matter, particularly where the claimant seeks very large or indeterminate damages or where the matter presents novel legal theories, involves a large number of parties, involves the discretion of governmental authorities in seeking sanctions or negotiated resolution or is at a preliminary stage. We may be unable to accurately estimate our exposure to the risks of legal and regulatory contingencies when we record reserves for probable and estimable loss contingencies. As a result, any reserves we establish may not be sufficient to cover our actual financial
exposure. Similarly, our estimates of the aggregate range of reasonably possible loss for legal and regulatory contingencies are based upon then-available information and are subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the estimate at any time.
We are subject to various legal proceedings relating to the manner in which we have invoiced certain expenses, and the outcome of such proceedings could materially adversely affect our results of operations or harm our business or reputation.
In December 2015, we announced a review of the manner in which we invoiced certain expenses to some of our Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998, and our determination thatdetermined we had incorrectly invoiced clients for certain expenses. We informedhave reimbursed most of our clientsaffected customers for those expenses, and we have implemented enhancements to our billing processes. In connection with our enhancements to our billing processes, we continue to review historical billing practices and may from time to time identify additional required remediation. In 2017, we identified an additional area of incorrect expense billing associated with mailing services in December 2015 that we will pay to them the amounts we concluded were incorrectly invoiced to them, plus interest.our retirement services business. We currently expect the cumulative total of our payments to customers for these mattersinvoicing errors, including the error in the retirement services business, to be at least $360$380 million, in connection with that review,all of which has
been paid or is ongoing. We are implementing enhancements to our billing processes, see “Ouraccrued. However, we may identify additional remediation costs. See the risk factor “Our efforts to improve our billing processes and practices are ongoing and are likely tomay result in the identification of additional billing errors.errors.” We are reviewing the conduct of
In March 2017, a purported class action was commenced against us alleging that our employees with respectinvoicing practices violated duties owed to billing matters and have taken steps to address conduct with respect to such matters thatretirement plan customers under ERISA. In addition, we believe is inconsistent with our standards, including, in some cases, termination of employment. We are also evaluating other billing practices relating to our Investment Servicing clients.
We have received a purported class action demand letter alleging that our invoicing practices were unfair and deceptive under Massachusetts law. A class of customers, or particular customers, may assert that we have not paid to them all amounts incorrectly invoiced, and may seek double or treble damages under Massachusetts law. In addition, in March 2017, a purported class action was commenced against us alleging that our invoicing practices violated duties owed to retirement plan customers under ERISA.
We are also responding to requests for information from, and are cooperating with investigations by governmental and regulatory authorities on these matters, including the civil and criminal divisions of the DOJ the SEC,and the DOL the Massachusetts Attorney General, and the New Hampshire Bureau of Securities Regulation, which reviews could result in significant fines or other sanctions, civil and criminal, against us. If these governmental or
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regulatory authorities were to conclude that all or a portion of the billing errorerrors merited civil or criminal sanctions, any fine or other penalty could be a significant percentage, or a multiple of, the portion of the overcharging serving as the basis of such a claim or of the full amount of the overcharging.overcharged. The governmental and regulatory authorities have significant discretion in civil and criminal matters as to the fines and other penalties they may seek to impose. The severity of such fines or other penalties could take into account factors such as the amount and duration of our incorrect invoicing, the government’s or regulator's assessment of the conduct of our employees, as well as prior conduct such as that which resulted in our January 2017 deferred prosecution agreement in connection with U.K. transition management matterservices and our recent settlement of civil claims regarding our indirect foreign exchange business.
In June 2019, we reached an agreement with the SEC to settle its claims that we violated the recordkeeping provisions of Section 34(b) of the Investment Company Act of 1940 and caused violations of Section 31(a) of the Investment Company Act and Rules 31a-1(a) and 31a-1(b) thereunder in connection with our overcharges of customers which are registered investment companies. In reaching this settlement, we neither admitted nor denied the claims contained in the SEC’s order, and agreed to pay a civil monetary penalty of $40 million. Also in June 2019, we reached an agreement with the Massachusetts Attorney General’s office to resolve its claims related to this matter. In reaching this settlement, we neither admitted nor denied the claims in the order and agreed to pay a civil monetary penalty of $5.5 million.
In late January 2020, the DOJ outlined a framework for a possible resolution of their review. We intend to attempt to negotiate a settlement of this matter with the DOJ. We expect that any settlement with the
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DOJ will include both financial and non-financial provisions. Separately, we have inquired of the DOL as to the status of their review. There can be no assurance that any settlement with the DOJ or DOL will be reached on financial or other terms acceptable to us or at all. The aggregate amount of penalties that may potentially be imposed upon us in connection with the resolution of all outstanding investigations into our historical billing practices is not currently known. We have increased our legal accrual with respect to the pending government investigations and civil litigation with respect to this matter. However, our ultimate liability with respect to this matter might be significantly in excess of our current accrual.
The outcome of any of these proceedings and, in particular, any criminal sanction could materially adversely affect our results of operations and could have significant collateral consequences for our business and reputation.
Our efforts to improve our billing processes and practices are ongoing and are likely tomay result in the identification of additional billing errors.
In 2015, we determined that we had made errors in billingincorrectly invoiced some of our asset servicing customers, principally in the United States. In 2016,Investment Servicing clients for certain expenses. At that time, we began the process of remediating these errors, improving our billing processes and controls in the asset servicing business and other businesses, and testing these improved billing processes and controls. As a result of such review,ongoing reviews, we maycontinue to modify, enhance, and, where necessary, replace our existing global billing processes and implement and test controls for the new system. The objectivesobjective of this billing transformation process areprogram is to obtain greater billing accuracy and consistency across business lines. Our goal is forWe expect this billing transformation processprogram to be substantially completed in 2019, but there can be no assurance as to when we will complete this processover the next two or that it will allow us to meet the objectives we have set for it.more years. Because of the scale of our business implementing enhanced billing controls will be expensive and time consuming, may not succeed in identifying and remediating all weaknesses and inefficiencies in our billing processes and cannot be implemented in all our business units concurrently. Accordingly the costs of the billing transformation process, and the costs to remediate billing errors which may be discovered in that process, would likely be incurred over a period that we are now unable accurately to determine. As we work through this process, we have discovered and may continue to discover areas where we believe our billing processes need improvement, where we believe we have made billing
errors with respect to particular customers and categories of fees and expenses, and where we believe billing arrangements between ourselves and particular customers should be clarified. Such discoveries may lead to increased expense and decreased revenues, the need to remediate prior billing errors, government investigations, or litigation that may materially impact our business, financial results and reputation.
Any theft, loss, damage to or other misappropriation or inadvertent disclosure of, or inappropriate access to, the confidential
information we possess could have an adverse impact on our business and could subject us to regulatory actions, litigation and other adverse effects.
Our businesses and relationships with clients are dependent on our ability to maintain the confidentiality of our and our clients' trade secrets and other confidential information (including client transactional and holdings data and personal data about our clients, our clients' clients and our employees). Unauthorized access, or failure of our controls with respect to granting access to our systems, has in the past occurred and may in the future occur, resulting in theft, loss, damage to or other misappropriation of such information. In addition, our and our vendors’ personnel have in the past and may in the future inadvertently or deliberately disclose client or other confidential information. Any theft, loss, damage to other misappropriation or inadvertent disclosure of confidential information could have a material adverse impact on our competitive position, our relationships with our clients and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation and possible financial liability or costs. To the extent any of these events involve personal information, the risks of enhanced regulatory scrutiny and the potential financial liabilities are exacerbated, particularly under data protection regulations such as the GDPR.
We are subject to variability in our assets under custody andand/or administration and assets under management, and in our financial results, due to the significant size of many of our institutional clients, and are also subject to significant pricing pressure due to the considerable market influence exerted by those clients.
Our clients include institutional investors, such as mutual funds, collective investment funds, UCITS, hedge funds and other investment pools, corporate and public retirement plans, insurance companies, foundations, endowments and investment managers. In both our asset servicing and asset management businesses, we endeavor to attract institutional investors controlling large and diverse pools of assets, as those clients typically have the opportunity to benefit from the full range of our expertise and service offerings. Due to the large pools of assets controlled by these clients, the loss or gain of one client, or even a portion of the assets controlled by one client, could have a significant effect on our AUCAAUC/A or our AUM, as applicable, in the relevant period. Loss of all or a portion of the servicing of a client's assets can occur for a variety of reasons, including client decision or diversification of service providers or acquisition or restructuring activity affecting a client.reasons. For example, as previously reported, as a result of a decision to diversify providers, in 2018 one of our large clients willdecided to move the servicing for a portion of its assets, largely common trust funds, currently with State Street to another provider. The transition will principally occur in 2018 and beyond and representsrepresented approximately $1 trillion in assets with respect to which we will no longer derive revenue post-transition.revenue. Our AUM or AUCA AUC/A
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are also affected by decisions by institutional owners to favor or disfavor certain investment instruments or categories. Similarly, if one or more clients changeschange the asset class in which a significant portion of assets are invested (e.g., by shifting investments from emerging markets to the U.S.), those changes could have a significant effect on our results of operations in the relevant period, as our fee rates often change based on the type of asset classes we are servicing or managing. For example, in 2017 several industry-wide trends continued to impact AUCA and AUM asset levels. Those trends included continued client redemptions out of hedge funds, as to which fees are generally higher, as well as strong retail flows from
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mutual funds into ETFs, as to which fees are generally lower. As our fee revenue is largely reliant on thesignificantly impacted by our levels of our AUCAAUC/A and AUM, these changes in levels of differingdifferent asset typesclasses could have a corresponding significant effect on our results of operations in the relevant period. Large institutional clients also, by their nature, are often able to exert considerable market influence, and this, combined with strong competitive forces in the markets for our services, has resulted in, and may continue to result in, significant pressure to reduce the fees we charge for our services in both our asset servicing and asset management lines of business. Our strategy of focusing our efforts on the segments of the market for investor services represented by very large asset managers and asset owners causes us to be particularly impacted by this industry trend. Many of these large clients are also under competitive and regulatory pressures that are driving them to manage the expenses that they and their investment products incur more aggressively, which in turn exacerbates their pressures on our fees.
Our business may be negatively affected by adverse business decisions or our failure to properly implement or execute strategic programs and priorities.technology transformation.
In order to maintain and grow our business, we must make strategic decisions about our current and future business plans including plans to targetand effectively execute upon those plans. Strategic initiatives that we are currently developing or executing against include cost initiatives, enhancements and enhanceefficiencies to our operational processes, and efficiencies, plansimprovements to improve existing and to develop new service offerings, targeting for sales growth certain segments of the markets for investor services and asset management, and enhancements plans to enhance existing and developdevelopment of new information technology and other systems, migrate from existing systemssystems. Implementing strategic programs and other infrastructure and to address staffing needs, plans for entering or exiting business lines or geographic markets and plans for acquiring or disposing of businesses.
In late 2015, we announced Beacon, a multi-year program to createcreating cost efficiencies through changes in ourinvolves certain strategic, technological and operational processes and to further digitize our processes and interfaces with our clients. We anticipate we will undertake additional strategic initiatives of varying sizes, some of which may be material. Operational process and information technology transformations, such as Beacon and future strategic initiatives we may undertake, entail significant risks. The program, and any future strategic initiatives we implement, may prove to be inadequate to achieve its objectives, may not be responsive to industry, technological or market changes, may result in increased or unanticipated costs, may result in earnings volatility, may take longer than anticipated to implement, may involve elements reliant on the performance of third parties and may not be successfully implemented or meet client expectations. In addition, our efforts to manage expenses may be matched or exceeded by our competitors. Any failure to implement Beacon or any other strategic initiative we may undertake, in whole or in part may, among other things, reduce our competitive position, diminish the cost effectiveness
Many features of our systems and processes or provide an insufficient return on our associated investment. In particular, elements of manypresent initiatives include investment in systems integration and new technologies and also the development of new, and the evolution of existing, methods and tools to accelerate the pace of innovation, the introduction of new services and enhancements to the security of our data systems. These initiatives also may result in increased or unanticipated costs, may result in earnings volatility, may take longer than anticipated to implement and may result in increases in operating losses, inadvertent data disclosures or other operating errors. In implementing these programs, we may have material dependencies on third parties. The
transition to new operating processes and technology infrastructure may also cause disruptions in our relationships with clients and employees or loss of institutional understanding and may present other unanticipated technical or operational hurdles. In addition, the relocation to or expansion of servicing activities and other operations toin different geographic regions requires thator vendors may entail client, regulatory and other third party data use, storage and security challenges, as well as other regulatory compliance, business continuity and other considerations, be resolved.considerations. As a result, we may not achieve some or all of the cost savings or other benefits anticipated by the relevant strategic initiative and may experience unanticipated challenges from clients, regulators or other parties or reputational harm. In addition, othersome systems development initiatives which are not included in Beacon, may not have access to the same level ofsignificant resources or management attention and, consequently, may be delayed or unsuccessful. Many of our systems require enhancements to meet the requirements of evolving regulation, to enhance security and resiliency and decommission obsolete technologies, to permit us to optimize our use of capital or to reduce the risk of operating error.In addition, the implementation of our State Street Alpha and integration of CRD requires substantial systems development and expense. We may not have the resources to pursue all of these objectives simultaneously.
Development and completion of new products and services, including Beaconour State Street Alpha, may impose additional costs on us, involve dependencies on third parties and any other strategic initiatives, simultaneously.may expose us to increased operational and model risk.
The success of the programOur financial performance depends, in part, on our ability to develop and market new and innovative services and to adopt or develop new technologies that differentiate our other strategic plans could also be affected by market disruptions and unanticipated changesproducts or provide cost efficiencies, while avoiding increased related expenses. This dependency is exacerbated in the overall market forcurrent “FinTech” environment, where financial institutions are investing significantly in evaluating new technologies, such as distributed ledger technology (“Blockchain"), and developing potentially industry-changing new products, services and industry standards. For example, in 2018, we acquired CRD, and we are leveraging the global economy. Wecapabilities we acquired in that transaction to create our State Street Alpha combining the offerings within our Investment Servicing business line. The introduction of new products and services can require significant time and resources, including regulatory approvals and the development and implementation of technical data management, control and model validation requirements and effective security and resiliency elements. New products and services, such as State Street Alpha, often also involve dependencies on third parties to, among other things, access innovative technologies, develop new distribution channels or form collaborative product and service offerings, and can
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require complex strategic alliances and joint venture relationships. Substantial risks and uncertainties are associated with the introduction of new products and services, strategic alliances and joint ventures including rapid technological change in the industry, our ability to access technical, data and other information from our clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices, the sharing of benefits in those relationships, conflicts with existing business partners and clients and sales and other materials that fully and accurately describe the product or service and its underlying risks and are compliant with applicable regulations. New products or services may fail to operate or perform as expected and may not be ablesuitable for the intended client. Our failure to abandon or altermanage these plans without significant loss, asrisks and uncertainties also exposes us to enhanced risk of operational lapses which may result in the recognition of financial statementliabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships andshiftingmarketpreferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Failure to successfully manage all of the above risks in the development and implementation of new products or services, including completion of our decisions may involve significant capital outlays, often far in advance of when we expect to generate any related revenues or cost expectations. Accordingly,State Street Alpha, could have a material adverse effect on our business and reputation, consolidated results of operations or financial condition.
Acquisitions, strategic alliances, joint ventures and divestitures pose risks for our business.
As part of our business strategy, we acquire complementary businesses and technologies, enter into strategic alliances and joint ventures and divest portions of our business. We undertake transactions of varying sizes to, among other reasons, expand our geographic footprint, access new clients distribution channels, technologies or services, develop closer or more collaborative relationships with our business partners, bolster existing capabilities, efficiently deploy capital or leverage cost savings or other business or financial opportunities. We may not achieve the expected benefits of these transactions, which could result in increased costs, lowered revenues, ineffective deployment of capital, regulatory concerns, exit costs or diminished competitive position or reputation.
Transactions of this nature also involve a number of risks and financial, accounting, tax, regulatory, strategic, managerial, operational, cultural and employment challenges, which could adversely affect our consolidated results of operations and financial condition. For example, the businesses that we acquire or our consolidated financial conditionstrategic alliances or joint ventures may under-perform relative to the price paid or the resources committed by us; we may not achieve anticipated revenue growth or cost savings; or we may otherwise be adversely affected by any failureacquisition-related charges.
The intellectual property of an acquired business may be an important component of the value that we agree to pay for such a business. However, such acquisitions are subject to the risks that the acquired business may not own the intellectual property that we believe we are acquiring, that the intellectual property is dependent on licenses from third parties, that the acquired business infringes on the intellectual property rights of others, that the technology does not have the acceptance in the marketplace that we anticipated or delaythat the technology requires significant investment to remain competitive. The integration of an acquired business's information technology infrastructure into ours has in the past and may in the future also expose us to additional security and resiliency risks. Further, past acquisitions have resulted in the recognition of goodwill and other significant intangible assets in our strategic decisions,consolidated statement of condition. For example, we recorded goodwill and intangible assets of approximately $2.46 billion associated with our acquisition of CRD in 2018. These assets are not eligible for inclusion in regulatory capital under applicable requirements. In addition, we may be required to record impairment in our consolidated statement of income in future periods if we determine that the value of these assets has declined.
Through our acquisitions or joint ventures, we may also assume unknown or undisclosed business, operational, tax, regulatory and other liabilities, fail to properly assess known contingent liabilities or assume businesses with internal control deficiencies. While in most of our transactions we seek to mitigate these risks through, among other things, due diligence, indemnification provisions or insurance, these or other risk-mitigating provisions we put in place may not be sufficient to address these liabilities and contingencies and involve credit and execution risks associated with successfully seeking recourse from a third party, such as the seller or an insurance provider. Other major financial services firms have recently paid significant penalties to resolve government investigations into matters conducted in significant part by acquired entities.
Various regulatory approvals or consents, formal or informal, are generally required prior to closing of these transactions, which may include approvals or non-objections from the Federal Reserve and other domestic and non-U.S. regulatory authorities. These regulatory authorities may impose conditions on the completion of the acquisition or require changes to its terms that materially affect the terms of the transaction or our ability to capture some of the opportunities presented by the transaction, or may not approve the transaction. Any such conditions, or any associated regulatory delays, could limit the benefits of the transaction. Acquisitions or joint ventures we announce may not be completed if we do not receive the required regulatory approvals, if regulatory approvals are
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significantly delayed or if other closing conditions are not satisfied.
The integration and the retention and development of the benefits of our acquisitions results in risks to our business and other uncertainties.
In recent years, we have undertaken several acquisitions, including our 2018 acquisition of CRD and our 2016 acquisition of the General Electric Asset Management (GEAM) business. The integration of acquisitions presents risks that differ from the risks associated with our ongoing operations. Integration activities are complicated and time consuming and can involve significant unforeseen costs. We may not be able to effectively assimilate services, technologies, key personnel or businesses of acquired companies into our business or service offerings as anticipated, and we may not achieve related revenue growth or cost savings. We also face the risk of being unable to retain, or cross-sell our products or services to, the clients of acquired companies or joint ventures and the risk of being unable to cross-sell acquired products or services to our existing clients. In particular, some clients, including significant clients, of an acquired business may have the right to transition their business to other providers on short notice for convenience, fiduciary or other reasons and may take the opportunity of the acquisition or market, commercial, relationship, service satisfaction or other developments following the acquisition to terminate, reduce or renegotiate the fees or other terms of our relationship. Any such client losses, reductions or renegotiations likely will reduce the expected benefits of the acquisition, including revenues, cross-selling opportunities and market share or cause impairment to goodwill and other intangibles, which effects could be material, and we may not have recourse against the seller of the business or the client. The risk of client loss is even greater where the client is a competitor of ours. Acquisitions of technology firms can involve extensive information technology integration, with associated risk of defects, security breaches and resiliency lapses and product enhancement and development activities, the costs of which can be difficult to estimate as well as heightened cultural and compliance concerns in integrating an unregulated firm into a bank regulatory environment. Acquisitions of Investment Servicing businesses entail information technology systems conversions, which involve operational risks, as well as fiduciary and other risks associated with client retention. Acquisitions of Asset Management businesses similarly involve fiduciary and similar risks associated with client retention, distribution channels and additional servicing opportunities.
With any acquisition, the integration of the operations and resources of the businesses could result in the loss of key employees, the disruption of our and the acquired company's ongoing businesses or inconsistencies in standards, controls, procedures or
policies that could adversely affect our ability to maintain relationships with clients, business partners or employees, maintain regulatory compliance or achieve the anticipated benefits of the acquisition. Integration efforts may also divert management attention and resources.
Our acquisition of CRD and the integration of its business, operations and employees with our own may be more difficult, costly or time consuming than expected, and the anticipated benefits and cost synergies of the acquisition may not be fully realized, which could adversely impact our business operations, financial condition and results of operations.
We completed our acquisition of CRD on October 1, 2018. The success of the acquisition, including the programachievement of anticipated growth opportunities and cost synergies of the acquisition, is subject to a number of uncertainties and will depend, in part, on our ability to successfully combine and integrate CRD’s business into our business in an efficient and effective manner. The combined company may face significant challenges in implementing such integration, including challenges related to:
integrating CRD's business into our own in a manner that permits the combined company to achieve the cost and operating synergies anticipated to result from the acquisition, which could result in the anticipated benefits of the acquisition not being realized partly or elements thereof. For additional information aboutwholly in the program, see "Expenses"time frame currently anticipated or at all;
retaining CRD’s clients, some of which are our competitors;
retaining key management and technical personnel;
integrating CRD’s software solutions with our existing products and services and related operations and systems, including performance, risk and compliance analytics, investment manager operations outsourcing, accounting, administration and custody;
accelerating the development of enhancements to the features and functions of CRD’s software solutions;
coordinating and integrating our internal operations, compensation programs, policies and procedures, and corporate structures;
potential unknown liabilities and unforeseen or increased costs and expenses;
the possibility of faulty assumptions underlying expectations regarding potential synergies and the integration process;
incurring significant acquisition-related costs and expenses associated with combining our operations; and
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performance shortfalls as a result of the diversion of management’s attention and resources caused by integrating the companies’ operations.
Any of these factors could result in “Consolidated Resultsour failure to realize the anticipated benefits of Operations” included under Item 7, Management’s Discussionthe acquisition, on the expected timeline or at all, and Analysis,could adversely impact our business operations, financial condition and results of this form 10-K.operations.
Cost shifting to non-U.S. jurisdictions and outsourcing may expose us to increased operational risk and reputational harm and may not result in expected cost savings.
We manage expenses by migrating certain business processes and business support functions to lower-cost geographic locations, such as India,
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Poland and China, and by outsourcing to vendors and joint ventures. We may accomplish this shift by establishing or increasing our level of activity at operations in lower-cost locations, by outsourcing to vendors in various jurisdictions or throughand to joint ventures. This effort exposes us to the risk that we may not maintain service quality, control orand effective management and/or business resiliency within these operations during and after transition,transitions. These migrations also involve risks that our outsourcing vendors or joint ventures may not comply with their servicing and other contractual obligations to us, including with respect to indemnification and information security, and to the risk that we may not satisfy applicable regulatory responsibilities regarding the management and oversight of third parties and outsourcing providers. Diversification of ourOur geographic footprint also exposes us to the relevant macroeconomic, political, legal and similar risks generally involved in doing business in the jurisdictions in which we establish lower-cost locations or joint ventures or in which our outsourcing vendors locate their operations. The increased elements of risk that arise from certain operating processes being conducted in some jurisdictions could lead to an increase in reputational risk. During periods of transition of operations, greater operational risk and client concernconcerns exist with respect to maintaining a high level of service delivery and business resiliency.The extent and pace at which we are able to move functions to lower-cost locations, joint ventures and outsourcing providers may also be affected by political, regulatory and client acceptance issues, including with respect to data use, storage and security. Such relocation or outsourcing of functions also entails costs, such as technology, real estate and restructuring expenses, thatwhich may offset or exceed the expected financial benefits of the relocation or outsourcing. In addition, the financial benefits of lower-cost locations and of outsourcings may diminish over time or could be offset in the event that the U.S. or other jurisdictions impose tax, andtrade barrier or other measures which seek to discourage the use of lower cost jurisdictions.
The markettransition away from broad use of the London Interbank Offered Rate (LIBOR) as an
interest rate benchmark may impose additional costs on us and may expose us to increased operational, model and financial risk.
Globally, regulators have advised large banks to assess the risks and to prepare for transition from LIBOR to alternative rates ahead of year end 2021. Our financial performance depends, in part, on our ability to adapt to market changes promptly, while avoiding increased related expenses or operational errors. Substantial risks and uncertainties are associated with the market transition away from the use of LIBOR as a critical interest rate benchmark used to determine amounts payable under, and the value of, financial instruments and contracts.
Due to our dependencies on LIBOR, the failure or inability to timely plan and implement a LIBOR transition program to maintain operational continuity and minimize economic impact for our clients, ourselves and other stakeholders could negatively impact our business and financial performance. Those dependencies include LIBOR-based securities and loans held in our investment portfolio, LIBOR-based preferred stock and long-term debt issued by us and LIBOR-based client fee schedules and deposit pricing. Also, our internal models which support decision making and risk management will require adjustments, which may cause weaknesses in the underlying model, inadequate assumptions or lead to reliance on poor or inaccurate data. Assets held by our customers in their investment portfolios or in the investment portfolios we manage for others have LIBOR-based terms. We need to enhance our processes and systems to account for the new alternative rates-based instruments as they come to market, the transition of LIBOR-based instruments to their fallback language and uncertainty as to how such instruments should be valued where such fallback language is unclear. These process and systems requirements could adversely impact our business, which in some instances is dependent on critical inputs from third parties, who themselves must timely adapt to the market changes and failure to implement the terms of those instruments in a manner consistent with customer expectation could lead to disputes and operational issues. Failure or perceived failure to adequately prepare for LIBOR transition could affect our ability to attract and retain clients. Uncertainty relative to external developments necessary for the market transition away from LIBOR but outside of our control could further increase the costs and risks of the transition for us or our subsidiaries and have an adverse impact on our operational and financial performance.
Our calculations of credit, market and operational risk exposures, total RWA and capital ratios for regulatory purposes depend on data inputs, formulae, models, correlations and assumptions that are subject to change over time, which changes, in addition to our consolidated financial
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results, could materially impact our risk exposures, our total RWA and our capital ratios from period to period.
To calculate our credit, market and operational risk exposures, our total RWA and our capital ratios for regulatory purposes, the Basel III rule involves the use of current and historical data, including our own loss data and similar information from other industry participants, market volatility measures, interest rates and spreads, asset valuations, credit exposures and the creditworthiness of our counterparties. These calculations also involve the use of quantitative formulae, statistical models, historical correlations and significant assumptions. We refer to the data, formulae, models, correlations and assumptions, as well as our related internal processes, as our “advanced systems.” While our advanced systems are generally quantitative in nature, significant components involve the exercise of judgment based on, among other factors, our and the financial services industry's evolving experience. Any of these judgments or other elements of our advanced systems may not, individually or collectively, precisely represent or calculate the scenarios, circumstances, outputs or other results for which they are designed or intended. Collectively, they represent only our estimate of associated risk.
In addition, our advanced systems are subject to update and periodic revalidation in response to changes in our business activities and our historical experiences, forces and events experienced by the market broadly or by individual financial institutions, changes in regulations and regulatory interpretations and other factors, and are also subject to continuing regulatory review and approval. For example, a significant operational loss experienced by another financial institution, even if we do not experience a related loss, could result in a material change in the output of our advanced systems and a corresponding material change in our risk exposures, our total RWA and our capital ratios compared to prior periods. An operational loss that we experience could also result in a material change in our capital requirements for operational risk under the advanced approaches, depending on the severity of the loss event, its characterization among the seven Basel-defined UOM, and the stability of the distributional approach for a particular UOM, and without direct correlation to the effects of the loss event, or the timing of such effects, on our results of operations. Due to the influence of changes in our advanced systems, whether resulting from changes in data inputs, regulation or regulatory supervision or interpretation, specific to us or more general market, or individual financial institution-specific, activities or experiences, or other updates or factors, we expect that our advanced systems and our credit, market and operational risk exposures, our total RWA and our capital ratios calculated under the Basel III rule will change, and may be volatile, over time, and that those latter changes or
volatility could be material as calculated and measured from period to period.
Our businesses may be negatively affected by adverse publicity or other reputational harm.
Our relationship with many of our clients is predicated on our reputation as a fiduciary and a service provider that adheres to the highest standards of ethics, service quality and regulatory compliance. Adverse publicity, regulatory actions or fines, litigation, operational failures or the failure to meet client expectations or fiduciary or other obligations could materially and adversely affect our reputation, our ability to attract and retain clients or key employees or our sources of funding for the same or other businesses. For example, over the past several years we have experienced adverse publicity with
respect to our indirect foreign exchange trading, and this adverse publicity has contributed to a shift of client volume to other foreign exchange execution methods. Similarly, governmental actions and reputational issues in our transition management business in the U.K. have adversely affected our transition management revenue from that business and, with criminal convictions or guilty pleas of three of our former employees in 2018 and the related deferred prosecution agreement we entered into with the DOJ entered into in early 2017 and the related SEC settlement, these effects have the potential to continue. The client invoicing matter we announced in Decemberlate 2015 has the potential to result in similar effects. For additional information about the settlement,these matters, see the risk factor "Our"Our businesses may be adversely affected by government enforcement and litigation".litigation."
Preserving and enhancing our reputation also depends on maintaining systems, procedures and controls that address known risks and regulatory requirements, as well as our ability to timely identify, understand and mitigate additional risks that arise due to changes in our businesses and the marketplaces in which we operate, the regulatory environment and client expectations.
We may not be able to protect our intellectual property, and we are subject to claims of third-party intellectual property rights.
Our controlspotential inability to protect our intellectual property and proceduresproprietary technology effectively may fail or be circumvented,allow competitors to duplicate our risk management policiestechnology and proceduresproducts and may be inadequate, and operational risk could adversely affect our consolidated results of operations.
We may failability to identify and manage risks related to a variety of aspectscompete with them. To the extent that we do not protect our intellectual property effectively through patents, maintaining trade secrets or other means, other parties, including former employees, with knowledge of our business,intellectual property may seek to exploit our intellectual property for their own or others' advantage. In addition, we may infringe on claims of third-party patents, and we may face intellectual property challenges from other parties, including but not limited to, operational risk, interest-rate risk, foreign exchange risk, trading risk, fiduciary risk, legal and compliance risk, liquidity risk and credit risk. We have adopted various controls, procedures, policies and systems to monitor and manage risk. While we currently believe that our risk management process is effective, we cannot provide assurance that those controls, procedures, policies and systems will always be adequate to identify and manage the internal and external, including service provider, risks in our various businesses. The risk of individuals, either employees or contractors, engaging in conduct harmful or misleading to clients or us, such as consciously circumventing established control mechanisms to exceed tradingservice providers with whom we may engage in the development or investment management limitations, committing fraud or improperly selling products or services to clients, is particularly challenging to manage through a control framework. The financial and reputational impact of control or conduct failures can be significant. Persistent or repeated issues with respect to controls or individual conduct may raise concerns among regulators regarding our culture, governance and control environment. While we seek to contractually limit our financial exposure to operational risk, the degree of protection that we are able to achieve varies, and our potential exposure may be greater than the revenue we anticipate that we will earn fromimplementation
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servicingof other products, services or solutions or to whose information we may have access for limited permitted purposes but with whom we also compete. The risk of such infringement is enhanced in the current competitive “Fintech” environment, particularly with respect to our clients.
In addition,development of new products and services containing significant technology elements and dependencies, any of which could become the subject of an infringement claim. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. Third-party intellectual rights, valid or not, may also impede our businessesdeployment of the full scope of our products and the marketsservice capabilities in all jurisdictions in which we operate are continuously evolving. We may fail to identify or fully understand the implications of changes inmarket our businesses or the financial marketsproducts and fail to adequately or timely enhance our risk framework to address those changes. If our risk framework is ineffective, either because it fails to keep pace with changes in the financial markets, regulatory or industry requirements, our businesses, our counterparties, clients or service providers or for other reasons, we could incur losses, suffer reputational damage or find ourselves out of compliance with applicable regulatory or contractual mandates or expectations.services.
Operational risk is inherent in all of our business activities. As a leading provider of services to institutional investors, we provide a broad array of services, including research, investment management, trading services and investment servicing that expose us to operational risk. In addition, these services generate a broad array of complex and specialized servicing, confidentiality and fiduciary requirements, many of which involve the opportunity for human, systems or process errors. We face the risk that the control policies, procedures and systems we have established to comply with our operational requirements will fail, will be inadequate or will become outdated. We also face the potential for loss resulting from inadequate or failed internal processes, employee supervision or monitoring mechanisms, service-provider processes or other systems or controls, which could materially affect our future consolidated results of operations. Given the volume and magnitude of transactions we process on a daily basis, operational losses represent a potentially significant financial risk for our business. Operational errors that result in us remitting funds to a failing or bankrupt entity may be irreversible, and may subject us to losses.
We may also be subject to disruptions from external events that are wholly or partially beyond our control, which could cause delays or disruptions to operational functions, including information processing and financial market settlement functions. In addition, our clients, vendors and counterparties could suffer from such events. Should these events affect us, or the clients, vendors or counterparties with which we conduct business, our consolidated results of operations could be negatively affected. When we record balance sheet accruals for probable and estimable loss contingencies related to operational losses, we may be unable to accurately estimate our potential exposure, and any accruals we establish to cover operational losses may not be sufficient to cover our actual financial exposure, which could have a material adverse effect on our consolidated results of operations.
The quantitative models we use to manage our business may contain errors that result in inadequate risk assessments, inaccurate valuations or poor business decisions, and lapses in disclosure controls and procedures or internal control over financial reporting could occur, any of which could result in material harm.
We use quantitative models to help manage many different aspects of our businesses. As an input to our overall assessment of capital adequacy, we use models to measure the amount of credit risk, market risk, operational risk, interest-rateinterest rate risk and liquidity risk we face. During the preparation of our consolidated financial statements, we sometimes use models to measure the value of asset and liability positions for which reliable market prices are not available. We also use models to support many different types of business decisions including trading activities, hedging, asset-and-liability management and whether to change business strategy.Weaknesses in the underlying model, inadequate model assumptions, normal model limitations, inappropriate model use, weaknesses in model implementation or poor data quality, could result in unanticipated and adverse consequences, including material loss and material non-compliance with regulatory requirements or expectations. Because of our widespread usage of models, potential weaknesses in our model risk managementMRM practices pose an ongoing risk to us.
We also may fail to accurately quantify the magnitude of the risks we face. Our measurement methodologies rely on many assumptions and historical analyses and correlations. These assumptions may be incorrect, and the historical correlations on which we rely may not continue to be relevant. Consequently, the measurements that we make for regulatory purposes may not adequately capture or express the true risk profiles of our businesses. Moreover, as businesses and markets evolve, our measurements may not accurately reflect this evolution. While our risk measures may indicate sufficient capitalization, they may underestimate the level of capital necessary to conduct our businesses.
Additionally, our disclosure controls and procedures may not be effective in every circumstance, and, similarly, it is possible we may identify a material weakness or significant deficiency in internal control over financial reporting. Any such lapses or deficiencies may materially and adversely affect our business and consolidated results of operations or consolidated financial condition, restrict our ability to access the capital markets, require us to expend significant resources to correct the lapses or deficiencies, expose us to regulatory or legal proceedings, subject us to fines, penalties or judgments or harm our reputation.
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We may incur losses arising from our investments in sponsored investment funds, which could be material to our consolidated results of operations in the periods incurred.
In the normal course of business, we manage various types of sponsored investment funds through SSGA.State Street Global Advisors. The services we provide to these sponsored investment funds generate management fee revenue, as well as servicing fees from our other businesses. From time to time, we may invest in the funds, which we refer to as seed capital, in order for the funds to establish a performance history for newly launched strategies. These funds may meet the definition of variable interest entities, as defined by U.S. GAAP, and if we are deemed to be the primary beneficiary of these funds, we may be required to consolidate these funds in our consolidated financial statements under U.S. GAAP.The funds follow specialized investment company accounting rules which prescribe fair value for the underlying investment securities held by the funds.
In the aggregate, we expect any financial losses that we realize over time from these seed investments to be limited to the actual amount invested in the consolidated fund. However, in the event of a fund wind-down, gross gains and losses of the fund may be recognized for financial accounting purposes in different periods during the time the fund is consolidated but not wholly owned. Although we expect the actual economic loss to be limited to the amount invested, our losses in any period for financial accounting purposes could exceed the value of our economic interests in the fund and could exceed the value of our initial seed capital investment.
In instances where we are not deemed to be the primary beneficiary of the sponsored investment fund, we do not include the funds in our consolidated financial statements. Our risk of loss associated with investment in these unconsolidated funds primarily represents our seed capital investment, which could become realized as a result of poor investment performance. However, the amount of loss we may recognize during any period would be limited to the carrying amount of our investment.
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Our reputation and business prospects may be damaged if our clients incur substantial losses in investment pools in which we act as agent or are restricted in redeeming their interests in these investment pools.
We manage assets on behalf of clients in several forms, including in collective investment pools, money market funds, securities finance collateral pools, cash collateral and other cash products and short-term investment funds. Our management of collective investment pools on behalf of clients exposes us to reputational risk and operational losses. If our clients incur substantial
investment losses in these pools, receive redemptions as in-kind distributions rather than in cash, or experience significant under-performance relative to the market or our competitors' products, our reputation could be significantly harmed, which harm could significantly and adversely affect the prospects of our associated business units. Because we often implement investment and operational decisions and actions over multiple investment pools to achieve scale, we face the risk that losses, even small losses, may have a significant effect in the aggregate.
Within our Investment Management business, we manage investment pools, such as mutual funds and collective investment funds that generally offer our clients the ability to withdraw their investments on short notice, generally daily or monthly.This feature requires that we manage those pools in a manner that takes into account both maximizing the long-term return on the investment pool and retaining sufficient liquidity to meet reasonably anticipated liquidity requirements of our clients. The importance of maintaining liquidity varies by product type, but it is a particularly important feature in money market funds and other products designed to maintain a constant net asset value of $1.00. In the past, we have imposed restrictions on cash redemptions from the agency lending collateral pools, as the per-unit market value of those funds' assets had declined below the constant $1.00 the funds employ to effect purchase and redemption transactions. Both the decline of the funds' net asset value below $1.00 and the imposition of restrictions on redemptions had a significant client, reputational and regulatory impact on us, and the recurrence of such or similar circumstances in the future could adversely impact our consolidated results of operations and financial condition. We have also in the past continued to process purchase and redemption of units of investment products designed to maintain a constant net asset value at $1.00 although the fair market value of the fund’s assets were less than $1.00. If in the future we were to continue to process purchases and redemptions from such products at $1.00 when the fair market value of our collateral pools' assets is less than $1.00, we could be exposed to significant liability.
If higher than normal demands for liquidity from our clients were to occur, managing the liquidity requirements of our collective investment pools could
become more difficult. If such liquidity problems were to recur, our relationships with our clients may be adversely affected, and, we could, in certain circumstances, be required to consolidate the investment pools into our consolidated statement of condition; levels of redemption activity could increase; and our consolidated results of operations and business prospects could be adversely affected. In
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addition, if a money market fund that we manage were to have unexpected liquidity demands from investors in the fund that exceeded available liquidity, the fund could be required to sell assets to meet those redemption requirements, and selling the assets held by the fund at a reasonable price, if at all, may then be difficult.
Because of the size of the investment pools that we manage, we may not have the financial ability or regulatory authority to support the liquidity or other demands of our clients. Any decision by us to provide financial support to an investment pool to support our reputation in circumstances where we are not statutorily or contractually obligated to do so could result in the recognition of significant losses, could adversely affect the regulatory view of our capital levels or plans and could, in some cases, require us to consolidate the investment pools into our consolidated statement of condition. Any failure of the pools to meet redemption requests, or under- performance of our pools relative to similar products offered by our competitors, could harm our business and our reputation.
Development of new products and services may impose additional costs on us and may expose us to increased operational and model risk.
Our financial performance depends, in part, on our ability to develop and market new and innovative services and to adopt or develop new technologies that differentiate our products or provide cost efficiencies, while avoiding increased related expenses. This dependency is exacerbated in the current “FinTech” environment, where financial institutions are investing significantly in evaluating new technologies, such as “Blockchain,” and developing potentially industry-changing new products, services and industry standards. The introduction of new products and services can entail significant time and resources, including regulatory approvals. Substantial risks and uncertainties are associated with the introduction of new products and services, including technical, control and model validation requirements, which may need to be developed and implemented, rapid technological change in the industry, our ability to access technical and other information from our clients, the significant and ongoing investments required to bring new products and services to market in a timely manner at competitive prices and the preparation of marketing, sales and other materials that fully and accurately describe the product or service and its underlying risks and are compliant with applicable regulations. Our failure to manage these risks and uncertainties also exposes us to enhanced risk of operational lapses which may result in the recognition of financial statementliabilities. Regulatory and internal control requirements, capital requirements, competitive alternatives, vendor relationships andshiftingmarket
preferences may also determine if such initiatives can be brought to market in a manner that is timely and attractive to our clients. Failure to successfully manage these risks in the development and implementation of new products or services could have a material adverse effect on our business and reputation, as well as on our consolidated results of operations and financial condition.
We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs and reputational damage.
Our businesses depend on information technology infrastructure, both internal and external, to, among other things, record and process a large volume of increasingly complex transactions and other data, in many currencies, on a daily basis, across numerous and diverse markets and jurisdictions. In recent years, several financial services firms have suffered successful cyber-attacks launched both domestically and from abroad, resulting in the disruption of services to clients, loss or misappropriation of sensitive or private data and reputational harm. We also have been subjected to cyber-attack, and although we have not to our knowledge suffered a material breach or suspension of our systems, it is possible that we could suffer such a breach or suspension in the future. Cyber-threats are sophisticated and continually evolving. We may not implement effective systems and other measures to effectively prevent or mitigate the full diversity of cyber-threats or improve and adapt such systems and measures as such threats evolve and advance.
Our computer, communications, data processing, networks, backup, business continuity or other operating, information or technology systems and facilities, including those that we outsource to other providers, may fail to operate properly or become disabled, overloaded or damaged as a result of a number of factors, including events that are wholly or partially beyond our control, which could adversely affect our ability to process transactions, provide services or maintain systems availability, maintain compliance and internal controls or otherwise appropriately conduct our business activities. For example, there could be sudden increases in transaction or data volumes, electrical or telecommunications outages, natural disasters, cyber-attacks or employee or contractor error or malfeasance.
The third parties with which we do business, which facilitate our business activities or with whom we otherwise engage or interact, including financial
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intermediaries and technology infrastructure and service providers, are also susceptible to the foregoing risks (including regarding the third parties with which they are similarly interconnected or on which they otherwise rely), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology, infrastructure or government institutions or intermediaries with whom we or they are interconnected or conduct business.
In particular, we, like other financial services firms, will continue to face increasing cyber threats, including computer viruses, malicious code, distributed denial of service attacks, phishing attacks, ransomware, information security breaches or employee or contractor error or malfeasance that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our, our clients' or other parties' confidential, personal, proprietary or other information or otherwise disrupt, compromise or damage our or our clients' or other parties' business assets, operations and activities. Our status as a global systemically important financial institution likely increases the risk that we are targeted by such cyber- security threats. In addition, some of our service offerings, such as data warehousing, may also increase the risk we are, and the consequences of being, so-targeted. We therefore could experience significant related costs and exposures, including lost or constrained ability to provide our services or maintain systems availability to clients, regulatory inquiries, enforcements, actions and fines, litigation, damage to our reputation or property and enhanced competition.
Due to our dependence on technology and the important role it plays in our business operations, we must persist in improving and updating our information technology infrastructure (1) as some of our systems are approaching the end of their useful life, are redundant or do not share data without reconciliation; and (2) in order to be more efficient, enhance resiliency, meet client expectations and support opportunities of growth. Updating these systems often involves implementation, integration and security risks, including risks that we may not adequately anticipate the market or technological trends or client needs or experience unexpected challenges that could cause financial, reputational and operational harm. However, failing to properly respond to and invest in changes and advancements in technology can limit our ability to attract and retain clients, prevent us from offering similar products and services as those offered by our competitors and inhibit our ability to meet regulatory requirements.
Any theft, loss or other misappropriation or inadvertent disclosure of, or inappropriate access to, the confidential information we possess could have an adverse impact on our business and could subject us to regulatory actions, litigation and other adverse effects.
Our businesses and relationships with clients are dependent on our ability to maintain the confidentiality of our and our clients' trade secrets and confidential information (including client transactional data and personal data about our employees, our clients and our clients' clients). Unauthorized access, or failure of our controls with respect to granting access to our systems, may occur, potentially resulting in theft, loss, or other misappropriation of such information. Any theft, loss, other misappropriation or inadvertent disclosure of confidential information could have a material adverse impact on our competitive position, our relationships with our clients and our reputation and could subject us to regulatory inquiries, enforcement and fines, civil litigation and possible financial liability or costs.
We may not be able to protect our intellectual property, and we are subject to claims of third- party intellectual property rights.
Our potential inability to protect our intellectual property and proprietary technology effectively may allow competitors to duplicate our technology and products and may adversely affect our ability to compete with them. To the extent that we do not protect our intellectual property effectively through patents, maintaining trade secrets or other means, other parties, including former employees, with knowledge of our intellectual property may leave and seek to exploit our intellectual property for their own or others' advantage. In addition, we may infringe on claims of third-party patents, and we may face intellectual property challenges from other parties, including clients or service providers with whom we may engage in the development or implementation of other products, services or solutions. The risk of such infringement is enhanced in the current competitive “Fintech” environment, particularly with respect to our development of new products and services containing significant technology elements and dependencies, any of which could become the subject of an infringement claim. We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes. Third-party intellectual rights, valid or not, may also impede our deployment of the full scope of our products and service capabilities in all jurisdictions in which we operate or market our products and services.
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Acquisitions, strategic alliances, joint ventures and divestitures pose risks for our business.
As part of our business strategy, we acquire complementary businesses and technologies, enter into strategic alliances and joint ventures and divest portions of our business. We undertake transactions of varying sizes to, among other reasons, expand our geographic footprint, access new clients, technologies or services, develop closer or more collaborative relationships with our business partners, bolster existing servicing capabilities, efficiently deploy capital or leverage cost savings or other business or financial opportunities. We may not achieve the expected benefits of these transactions, which could result in increased costs, lowered revenues, ineffective deployment of capital, regulatory concerns, exit costs or diminished competitive position or reputation.
Transactions of this nature also involve a number of risks and financial, accounting, tax, regulatory, strategic, managerial, operational, cultural and employment challenges, which could adversely affect our consolidated results of operations and financial condition. For example, the businesses that we acquire or our strategic alliances or joint ventures may under-perform relative to the price paid or the resources committed by us; we may not achieve anticipated revenue growth or cost savings; or we may otherwise be adversely affected by acquisition-related charges. The intellectual property of an acquired business may be an important component of the value that we agree to pay for such a business. However, such acquisitions are subject to the risks that the acquired business may not own the intellectual property that we believe we are acquiring, that the intellectual property is dependent on licenses from third parties, that the acquired business infringes on the intellectual property rights of others, that the technology does not have the acceptance in the marketplace that we anticipated or that the technology requires significant investment to remain competitive. Further, past acquisitions have resulted in the recognition of goodwill and other significant intangible assets in our consolidated statement of condition. For example, we recorded goodwill and intangible assets of $453 million associated with our acquisition of GE Asset Management in 2016. These assets are not eligible for inclusion in regulatory capital under applicable requirements. In addition, we may be required to record impairment in our consolidated statement of income in future periods if we determine that the value of these assets has declined.
Through our acquisitions or joint ventures, we may also assume unknown or undisclosed business, operational, tax, regulatory and other liabilities, fail to properly assess known contingent liabilities or assume businesses with internal control deficiencies.
While in most of our transactions we seek to mitigate these risks through, among other things, due diligence and indemnification provisions, these or other risk-mitigating provisions we put in place may not be sufficient to address these liabilities and contingencies. Other major financial services firms have recently paid significant penalties to resolve government investigations into matters conducted in significant part by acquired entities.
Various regulatory approvals or consents, formal or informal, are generally required prior to closing of these transactions, which may include approvals or non-objections from the Federal Reserve and other domestic and non-U.S. regulatory authorities. These regulatory authorities may impose conditions on the completion of the acquisition or require changes to its terms that materially affect the terms of the transaction or our ability to capture some of the opportunities presented by the transaction, or may not approve the transaction. Any such conditions, or any associated regulatory delays, could limit the benefits of the transaction. Acquisitions or joint ventures we announce may not be completed if we do not receive the required regulatory approvals, if regulatory approvals are significantly delayed or if other closing conditions are not satisfied.
The integration of our acquisitions results in risks to our business and other uncertainties.
The integration of acquisitions presents risks that differ from the risks associated with our ongoing operations. Integration activities are complicated and time consuming and can involve significant unforeseen costs. We may not be able to effectively assimilate services, technologies, key personnel or businesses of acquired companies into our business or service offerings as anticipated, alliances may not be successful, and we may not achieve related revenue growth or cost savings. We also face the risk of being unable to retain, or cross-sell our products or services to, the clients of acquired companies or joint ventures and the risk of being unable to cross-sell acquired products or services to our existing clients. Acquisitions of investment servicing businesses entail information technology systems conversions, which involve operational risks. Acquisitions of technology firms can involve extensive information technology integration, with associated risk of defects and product enhancement and development activities, the costs of which can be difficult to estimate. Clients of businesses that we have acquired may be dissatisfied with the acquisition and choose to limit or terminate their relationship with us, a risk which increases where those clients are competitors. The loss of some of these clients or a significant reduction in the revenues generated from them, for competitive or other reasons, could adversely affect the benefits that we expect to achieve from these acquisitions or cause impairment to goodwill and other intangibles.
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With any acquisition, the integration of the operations and resources of the businesses could result in the loss of key employees, the disruption of our and the acquired company's ongoing businesses or inconsistencies in standards, controls, procedures or policies that could adversely affect our ability to maintain relationships with clients or employees, maintain regulatory compliance or to achieve the anticipated benefits of the acquisition. Integration efforts may also divert management attention and resources.
Competition for our employees is intense, and we may not be able to attract and retain the highly skilled people we need to support our business.
Our success depends, in large part, on our ability to attract and retain key people.personnel. Competition for the best people in most activities in which we engage can be intense, and we may not be able to hire people or retain them, particularly in light of challenges associated with evolving compensation restrictions applicable, or which may become applicable, to banks and some asset managers and that potentially are not applicable to other financial services firms in all jurisdictions or to technology firms, generally. The unexpected loss of services of key personnel in business units, control functions, information technology, operations or other areas could have a material adverse impact on our business because of their skills, their knowledge of our markets, operations and clients, their years of industry experience and, in some cases, the difficulty of promptly finding qualified replacement personnel. Similarly, the loss of key employees,personnel, either individually or as a group, could adversely affect our clients' perception of our ability to continue to manage certain types of investment management mandates to provide other services to them or to maintain a culture of innovation and proficiency.
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We are subject to intense competition in all aspects of our business, which could negatively affect our ability to maintain or increase our profitability.
The markets in which we operate across all facets of our business are both highly competitive and global. These markets are changing as a result of new and evolving laws and regulations applicable to financial services institutions. Regulatory-driven market changes cannot always be anticipated, and may adversely affect the demand for, and profitability of, the products and services that we offer. In addition, new market entrants and competitors may address changes in the markets more rapidly than we do, or may provide clients with a more attractive offering of products and services, adversely affecting our business. Our efforts to develop and market new products, particularly in the “Fintech” sector, may position us in new markets with pre-existing
competitors with strong market position. We have also experienced, and anticipate that we will continue to experience, significant pricing pressure in many of our core businesses, particularly our custodial and investment management services. This pricing pressure has and may continue to impact our revenue growth and operational margins and may limit the positive impact of new client demand and growth in AUCA.AUC/A. Many of our businesses compete with other domestic and international banks and financial services companies, such as custody banks, investment advisors, broker/dealers, outsourcing companies and data processing companies. Further consolidation within the financial services industry could also pose challenges to us in the markets we serve, including potentially increased downward pricing pressure across our businesses.
Some of our competitors including our competitors in core services, have substantially greater capital resources than we do or are not subject to as stringent capital or other regulatory requirements as are we. In some of our businesses, we are service providers to significant competitors. These competitors are in some instances significant clients, and the retention of these clients involves additional risks, such as the avoidance of actual or perceived conflicts of interest and the maintenance of high levels of service quality and intra-company confidentiality. The ability of a competitor to offer comparable or improved products or services at a lower price would likely negatively affect our ability to maintain or increase our profitability. Many of our core services are subject to contracts that have relatively short terms or may be terminated by our client after a short notice period. In addition, pricing pressures as a result of the activities of competitors, client pricing reviews, and rebids, as well as the introduction of new products, may result in a reduction in the prices we can charge for our products and services.
Long-term contracts expose us to pricing and performance risk.
We enter into long-term contracts to provide middle office or investment manager and alternative investment manager operations outsourcing services to clients, including services related but not limited to certain trading activities, cash reporting, settlement and reconciliation activities, collateral management and information technology development. We also may enter into longer-term arrangements with respect to custody, fund administration and depository services. These arrangements generally set forth our fee schedule for the term of the contract and, absent a change in service requirements, do not permit us to re-price the contract for changes in our costs or for market pricing. The long-term contracts for these relationships require, in some cases, considerable up-front investment by us, including technology and
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conversion costs, and carry the risk that pricing for the products and services we provide might not prove adequate to generate expected operating margins over the term of the contracts.
The profitability of these contracts is largely a function of our ability to accurately calculate pricing for our services, efficiently assume our contractual responsibilities in a timely manner, control our costs and maintain the relationship with the client for an adequate period of time to recover our up-front investment. Our estimate of the profitability of these arrangements can be adversely affected by declines in the assets under the clients' management, whether due to general declines in the securities markets or client-specific issues. In addition, the profitability of these arrangements may be based on our ability to cross-sell additional services to these clients, and we may be unable to do so. In addition, such contracts may permit early termination or reduction in services in the event that certain service levels are not met, which termination or service reduction may result in loss of upfront investment in onboarding the client.
Performance risk exists in each contract, given our dependence on successful conversion and implementation onto our own operating platforms of the service activities provided. Our failure to meet specified service levels or implementation timelines may also adversely affect our revenue from such arrangements, or permit early termination of the contracts by the client. If the demand for these types of services were to decline, we could see our revenue decline.
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Changes in accounting standards may adversely affect our consolidated financial statements.
New accounting standards, or changes to existing accounting standards, resulting both from initiatives of the FASB as well as changes in the interpretation of existing accounting standards by the FASB or the SEC or otherwise reflected in U.S. GAAP, potentially could affect our consolidated results of operations, cash flows and financial condition. These changes can materially affect how we record and report our consolidated results of operations, cash flows, financial condition and other financial information. In some cases, we could elect, or be required, to apply a new or revised standard retroactively, resulting in the revised treatment of certain transactions or activities, and, in some cases, the revision of our consolidated financial statements for prior periods. For additional information regarding changechanges in accounting standards, refer to the “Recent Accounting Developments” section of Note 1 included under Item 8, Financial Statements and Supplementary Data, ofto the consolidated financial statements in this Form 10-K.
Changes in tax laws, rules or regulations, challenges to our tax positions with respect to historical transactions, and changes in the composition of our pre-tax earnings may increase our effective tax rate and thus adversely affect our consolidated financial statements.
Our businesses can be directly or indirectly affected by new tax legislation, the expiration of existing tax laws or the interpretation of existing tax laws worldwide.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (H.R. 1)(TCJA), generally effective January 2018. This decreased the U.S. corporate income tax rate from 35% to 21%, repealed the corporate alternative minimum tax and replaced the existing worldwide tax system with a modified territorial system. The modified territorial system eliminates income tax on foreign dividends and introduces new provisions that generate incremental tax on foreign earnings, base erosion payments and limit the benefit of foreign tax credits. There is uncertainty around the applicationThe U.S. Treasury has yet to issue final guidance on certain of these provisions generally and as to their applicability todepending on that guidance, our business, and guidance from the Internal Revenue Service has been limited to date. Although we have not yet fully determined the impact of these provisions, it is possible these new provisionseffective tax rate could diminish the benefit of the lower U.S. corporate income tax rate.be adversely affected.
U.S. state governments, including Massachusetts, and jurisdictions around the world continue to review proposals to amend tax laws, rules and regulations applicable to our businesses that could have a negative impact on our capital or after-tax earnings. In the normal course of our business, we are subject to review by U.S. and non-U.S. tax authorities. A review by any such authority could result in an increase in our recorded tax liability. In addition to the aforementioned risks, our effective tax rate is dependent on the nature and geographic composition of our pre-tax earnings and could be negatively affected by changes in these factors.
We may incur losses as a result of unforeseen events including terrorist attacks, natural disasters, the emergence of a pandemic or acts of embezzlement.
Acts of terrorism, natural disasters or the emergence of a pandemic could significantly affect our business. We have instituted disaster recovery and continuity plans to address risks from terrorism, natural disasters and pandemic; however, anticipating or addressing all potential contingencies is not possible for events of this nature. Acts of terrorism, either targeted or broad in scope, or natural disasters could damage our physical facilities, harm our employees and disrupt our operations. A pandemic, or concern about a possible pandemic, could lead to operational difficulties and impair our ability to manage our business. Acts of terrorism, natural disasters and pandemics could also negatively affect our clients, counterparties and service providers, as well as result in disruptions in general economic activity and the financial markets.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.PROPERTIES
Our headquarters is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts, a 36-story leased office building. Various divisions of our two lines of business, as well as support functions, occupy space in this building. We occupy fourthree buildings located in Quincy, Massachusetts, one of which we own and threetwo of which we lease, along with the Channel Center anotherand Summer Street, other leased office buildingbuildings located in Boston, all of which function as our principal operations facilities.
We occupy a total of approximately 8.17.8 million square feet of office space and related facilities worldwide, of which approximately 7.26.8 million square feet are leased. The following table provides information on certain of our office space and related facilities:
|
| | | | | | |
Principal Properties(1) | | City | | State/ Country | | Owned/ Leased |
| | | | | | | |
| U.S. and Canada: | | | | | | |
| State Street Financial Center | | Boston | | MA | | Leased |
| Channel Center | | Boston | | MA | | Leased |
| Summer Street | | Boston | | MA | | Leased |
Crown Colony DriveDistrict Avenue | | QuincyBurlington | | MA | | Leased |
| Heritage Drive | | Quincy | | MA | | Leased |
| John Adams Building | | Quincy | | MA | | Owned |
| Josiah Quincy Building | | Quincy | | MA | | Leased |
| Grafton Data Center | | Grafton | | MA | | Owned |
| Westborough Data Center | | Westborough | | MA | | Owned |
| Summer Street | | Stamford | | CT | | Leased |
| Pennsylvania Avenue | | Kansas City | | MO | | Leased |
| College Road East | | Princeton | | NJ | | Leased |
| Avenue of the Americas | | New York | | NY | | Leased |
| Adelaide Street East | | Toronto | | Canada | | Leased |
| | | | | | | |
| Europe, Middle East and Africa: | | |
| Churchill Place | | London | | England | | Leased |
Herriotstrasse | | Frankfurt | | Germany | | Leased |
| Brienner Strasse | | Munich | | Germany | | Leased |
| Sir John Rogerson's Quay | | Dublin | | Ireland | | Leased |
| Via Ferrante Aporti | | Milan | | Italy | | Leased |
| Kirchberg | | Luxembourg | | Luxembourg | | Leased |
| Titanium Tower | | Gdansk | | Poland | | Leased |
| BIG | | Krakow | | Poland | | Leased |
| Bonarka | | Krakow | | Poland | | Leased |
| CBK | | Krakow | | Poland | | Leased |
Ferry Road | | Edinburgh | | Scotland | | Leased |
| | | | | | | |
| Asia Pacific: | | | | | | |
| George Street | | Sydney | | Australia | | Leased |
| San Dun | | Hangzhou | | China | | Leased |
| Tian Tang | | Hangzhou | | China | | Leased |
| Ecoworld 6B | | Bangalore | | India | | Leased |
| Ecoworld 7 | | Bangalore | | India | | Leased |
| Knowledge City Salarpuria | | Hyderabad | | India | | Leased |
| Knowledge City Octave | | Hyderabad | | India | | Leased |
(1) We lease other properties in the above regions which consists of 3642 locations in the U.S. and Canada, 34 locations in EMEAEurope, Middle East, and 30Africa
(EMEA) and 38 locations in APAC.Asia Pacific.
ITEM 3. LEGAL PROCEEDINGS
The information required by this Item is provided under "Legal and Regulatory Matters" in Note 13 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K, and is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
State Street Corporation | 4448
INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT
The following table presents certain information with respect to each of our executive officers as of February 26, 2018.20, 2020.
|
| | | | | |
| Name | | Age | | Position |
Joseph L. HooleyRonald P. O'Hanley | | 60 |
63 | | Chairman, President and Chief Executive Officer |
| Eric W. Aboaf | | 53 |
55 | | Executive Vice President and Chief Financial Officer |
| Ian W. Appleyard | | 55 | | Executive Vice President, Global Controller and Chief Accounting Officer |
| Jorg Ambrosius | | 49 | | Executive Vice President and Head of Europe, Middle East and Africa |
| Francisco Aristeguieta | | 54 | | Executive Vice President and Chief Executive Officer for International Business |
| Tracy Atkinson | | 55 | | Executive Vice President and Acting Chief Administrative Officer |
| Aunoy Banerjee | | 41 | | Executive Vice President and Chief Transformation Officer |
| Jeffrey N. Carp | | 61 |
63 | | Executive Vice President, Chief Legal Officer and Secretary |
Jeff D. ConwayNadine Chakar | | 52 |
55 | | Executive Vice President Globaland Head of Operations and Business TransformationGlobal Markets |
| Andrew J. Erickson | | 48 |
50 | | Executive Vice President and Head of Global Services |
| Brian Franz | | 54 | | Executive Vice President and Chief Information Officer |
| Hannah M. Grove | | 54 |
56 | | Executive Vice President and Chief Marketing Officer |
| Kathryn M. Horgan | | 52 |
54 | | Executive Vice President and Chief Human Resources and Citizenship Officer |
Karen C. Keenan | | 55 |
| | Executive Vice President and Chief Administrative Officer |
| Andrew P. Kuritzkes | | 57 |
59 | | Executive Vice President and Chief Risk Officer |
| John Lehner | | 54 | | Executive Vice President and Head of Global Services, North America |
| Louis D. Maiuri | | 5355 |
| Executive Vice President and Chief Operating Officer |
| Ian Martin | | 58 | | Executive Vice President and Head of Asia Pacific |
| Donna M. Milrod | | 52 | | Executive Vice President and Head of Global Clients Division |
| Elizabeth Nolan | | 57 | | Executive Vice President and Head of Global Delivery |
| John Plansky | | 55 | | Executive Vice President, Head of Global MarketsExchange and Global Exchange |
Elizabeth Nolan | | 55 |
| | Executive Vice President, Chief Executive Officer for Europe, Middle East and Africa |
Ronald P. O'Hanley | | 61 |
| | President and Chief Operating Officer |
Elizabeth Schaefer | | 43 |
| | Senior Vice President, Deputy Controller and Chief Accounting Officer (interim) |
Wai-Kwong Seck | | 62 |
| | Executive Vice President, Chief Executive Officer for Asia Pacific |
Antoine Shagoury | | 47 |
| | Executive Vice President and Global Chief Information Officer |
George E. Sullivan | | 57 |
| | Executive Vice President, Head of Alternative Investment SolutionsCharles River Development |
| Cyrus Taraporevala | | 51 |
53 | | President and Chief Executive Officer, State Street Global Advisors |
All executive officers are appointed by the Board of Directors and hold office at the discretion of the Board. No family relationships exist among any of our directors and executive officers.
On November 7, 2017 State Street Corporation announced that Mr. Hooley will retire as Chief Executive Officer by the end of 2018 and will remain as a director and Chairman of the Board of Directors throughout 2019. Mr. O'Hanley will succeed Mr. Hooley as State Street's Chief Executive Officer, upon Mr. Hooley's retirement.
Mr. Hooley joined State Street in 1986April 2015 and currently servessince January 1, 2019 has served as Chairmanthe President and Chief Executive Officer. He was appointed Chief Executive Officer in March 2010 and Chairman of the Board ineffective January 2011. He1, 2020. Prior to this role Mr. O'Hanley served as our President and Chief Operating Officer from 2008 throughNovember 2017 to December 2018 and served as Vice Chairman from January 1, 2017 to November 2017. He served as the Chief Executive Officer and President of State Street Global Advisors, the investment management arm of State Street Corporation, from April 2015 to November 2017. Prior to joining State Street, Mr. O'Hanley was president of Asset Management & Corporate Services for Fidelity Investments, a financial and mutual fund services corporation, from 2010 to February 2014. From 20021997 to 2008,2010, Mr. HooleyO'Hanley served in various positions at Bank of New York Mellon, a global banking and financial services corporation, serving as Executive Vice Presidentpresident and headchief executive officer of Investor Services and,BNY Asset Management in 2006, was appointed Vice Chairman and Global Head of Investment Servicing and Investment Research and Trading. Mr. Hooley was electedBoston from 2007 to serve on the Board of Directors effective October 22, 2009.2010.
Mr. Aboaf joined State Street in December 2016 as Executive Vice President and has served as Executive Vice President and Chief Financial Officer since February 2017. Prior to joining State Street, Mr. Aboaf served as chief financial officer of Citizens Financial Group, a financial services and retail banking
firm, from April 2015 to December 2016, with responsibility for all finance functions and corporate development. From 2003 to March 2015, he served in
several senior management positions for Citigroup, a global investment banking and financial services corporation, including as global treasurer and as the chief financial officer of the institutional client group, which included the custody business.
Mr. Appleyard joined State Street in May 2018 as Executive Vice President, Global Controller and Chief Accounting Officer. Prior to joining State Street, Mr. Appleyard served as managing director in group finance for Credit Suisse, a provider of financial services, from May 2013 to April 2018 and held several senior management positions with Credit Suisse after joining in September 2008. Prior to Credit Suisse, Mr. Appleyard held senior positions at HSBC and JPMorgan.
Mr. Ambrosius joined State Street in 2001 and since July 2019 has served as Executive Vice President and head of Europe, the Middle East and Africa. Prior to this role, he served as co-head of Global Services, Europe, the Middle East and Africa from August 2018 to June 2019. Prior to that role, he was head of Sector Solutions, Europe, the Middle East and Africa from January 2019 to June 2019. Mr. Ambrosius has held several other positions within State Street during his over 18 years with State Street.
Mr. Aristeguieta joined State Street in July 2019 as Executive Vice President and Chief Executive Officer
State Street Corporation | 49
of International Business. Prior to joining State Street, Mr. Aristeguieta was Chief Executive Officer of Asia for Citigroup, an international investment banking and financial services provider, from June 2015 to June 2019. Prior to that role, he served as Chief Executive Officer of Citigroup Latin America from January 2013 to June 2015 and before that he led Citigroup’s Transaction Services Group in Latin America encompassing securities servicing, trade and cash management, and served as vice chairman of Banco de Chile.
Ms. Atkinson joined State Street in 2008 and since May 2019 has served as Executive Vice President and Acting Chief Administrative Officer. Prior to this role, she served as Executive Vice President and Chief Compliance Officer from 2017 to 2019 and as Treasurer from 2016 to 2017. Ms. Atkinson has served as an Executive Vice President of State Street since joining in 2008 and has held many leadership positions in finance, including oversight of treasury, investor relations, business unit finance and enterprise decision support and was previously Resolution Officer for State Street. Prior to joining State Street, Ms. Atkinson served in leadership positions at Massachusetts Financial Services and was a partner at PricewaterhouseCoopers, where she led risk and controls assurance reviews for financial services firms. Ms. Atkinson has informed us that she will retire in the second quarter of 2020.
Mr. Banerjee joined State Street in February 2016 and has served as Executive Vice President and Chief Transformation Officer since September 2019. From February 2016 to August 2019, he served as an Executive Vice President in State Street’s finance division where he was responsible for enterprise-wide financial management, budgeting, forecasting and strategic financial planning and procurement. Prior to joining State Street, Mr. Banerjee was a Managing Director in Markets & Securities Services for Citigroup, an international investment banking and financial services provider, from January 2015 to February 2016 and Director of Markets & Securities Services for Citigroup from March 2013 to March 2014.
Mr. Carp joined State Street in 2006 as Executive Vice President and Chief Legal Officer. Later in 2006, he was also appointed Secretary. From 2004 to 2005, Mr. Carp served as executive vice president and general counsel of Massachusetts Financial Services, an investment management and research company. From 1989 until 2004, Mr. Carp was a senior partner at the law firm of Hale and Dorr LLP, where he was an attorney since 1982. Mr. Carp served as State Street's interim Chief Risk Officerchief risk officer from February 2010 until September 2010. Mr. Carp has informed us that he will retire in summer 2020.
Mr. ConwayMs. Chakar joined State Street more than 30 years ago and servesin March 2019 as Executive Vice President and head of State Street's operations and business transformation globally.Global Markets. Prior to his current role, he was Chief Executive Officerjoining State Street, Ms. Chakar served as the
global head of operations for Europe, the Middle Eastglobal wealth and Africaasset management division of Manulife Financial, an international insurance company and financial services provider, from March 2015 until December 2017. As part of his transition from that role, he remains responsible for some of our UK-regulated activities.2016 to March 2019. Prior to that, role, Mr. ConwayMs. Chakar served as Executive Vice President and led the global asset servicing teams for BNY Mellon, a global banking and financial services corporation, where she was head of financial institutions, eCommerce strategy and research, and financial markets infrastructure from January 2012 to August 2015. Ms. Chakar joined BNY Mellon in 1989 and held several othera variety of senior management positions within the Company, including leading Global Exchange from April 2013 to March 2015. From 2007 to April 2013, Mr. Conway served as the global head of our Investment Management Services business.during her tenure.
Mr. Erickson joined State Street in April 1991 and since November 2017 has served as the
State Street Corporation | 45
Executive Vice President and head of ourthe Global Services business. Prior to this role and commencing in June 2016, he served as the Executive Vice President and head of Investment Services business in the Americas. Prior to that role, Mr. Erickson was the head of ourthe Global Services business in Asia Pacific from April 2014 to June 2016 and prior to that was Headhead of North Asia for Global Services from 2010 to April 2014. Mr. Erickson has also held several other positions within State Street during his over 25 years with the Company.State Street.
Mr. Franz joined State Street in January 2020 as Chief Information Officer. Prior to this role, Mr Franz served as Chief Productivity Officer and Chief Information Officer at Diageo PLC, a British multinational alcoholic beverages company, with responsibility for enterprise operations, technology and business service functions. Prior to joining Diageo in 2008, he was Chief Information Officer at PepsiCo International, and before that in leadership roles at General Electric, including GE Capital, and AT&T.
Ms. Grove joined State Street in 1998 and currently serves as Executive Vice President and Chief Marketing Officer, a role she has been in since 2008. Prior to this role, Ms. Grove served as senior vice presidentSenior Vice President for State Street’s Global Marketing division. Prior to joining State Street, Ms. Grove was the marketing director for World Times' Money Matters Institute, a collaboration between the United Nations and the World Bank that sought to foster sustainable development in emerging economies.
Ms. Horgan joined State Street in April 2009 and has served as Executive Vice President and Chief Human Resources and Citizenship Officer since March 2017. Prior to March 2017, she served as Executive Vice President from 2012, and Chief Operating Officer, from 2011, for State Street's Global Human Resources division. Prior to that role, Ms. Horgan served as the senior vice presidentSenior Vice President of human resourcesHuman Resources for State Street Global Advisors. Prior to joining State Street, Ms. Horgan was the executive vice president of human resources for Old Mutual Asset Management, a global, diversified multi-boutique asset management company, from 2006 to 2009.
Ms. Keenan joined
State Street in July 2007 as part of the acquisition of Investors Financial Services (IBT) and since June 2016 has served as Executive Vice President and Chief Administrative Officer, managing cross-organizational initiatives, overseeing data strategy projects, overseeing the Compliance Department and leading key components of regulatory initiatives. Prior to this role, from July 2015 to June 2016, Ms. Keenan led the Global Markets division worldwide, following her role as the head of Global Markets in EMEA from 2012 to 2016. From 2010 to 2012, Ms. Keenan served as the chief strategy officer for Global Markets. While with IBT, she served as chief financial officer during its initial public offering and its early years as a public company.Corporation | 50
Mr. Kuritzkes joined State Street in 2010 as Executive Vice President and Chief Risk Officer. Prior to joining State Street, Mr. Kuritzkes was a partner at Oliver, Wyman & Company, an international management consulting firm, and led the firm’s Public Policy practice in North America. He joined Oliver, Wyman & Company in 1988, was a
managing director in the firm’s London office from 1993 to 1997, and served as vice chairman of Oliver, Wyman & Company globally from 2000 until the firm’s acquisition by MMC in 2003. From 1986 to 1988, he worked as an economist and lawyer for the Federal Reserve Bank of New York.
Mr. Lehner joined State Street in November 2016 and since September 2019 has served as Executive Vice President and head of Global Services, North America. Prior to this role, Mr. Lehner served as Executive Vice President and head of Investment Manager Services from November 2016 to September 2019. Prior to joining State Street, Mr. Lehner served as Chief Executive Officer of BNY Mellon Technology Solutions, a BNY Mellon company, from January 2015 to November 2016, President and Chief Executive Officer of Eagle Investment Systems, a BNY Mellon subsidiary, from January 2010 to January 2015 and Chairman of Eagle Investment Systems from January 2015 to November 2016.
Mr. Maiuri joined State Street in October 2013 and since February 2019 has served as Executive Vice President and Chief Operating Officer. Prior to this role, Mr. Maiuri served as Executive Vice President and head of State Street Global Markets sincefrom June 2016 to February 2019 and head of State Street Global Exchange sincefrom July 2015.2015 to January 2017. From 2013 to July 2015, he led State Street's Securities Finance division. Before joining State Street, Mr. Maiuri served as executive vice president and deputy chief executive officer of asset servicing at BNY Mellon, a global banking and financial services corporation, from May 2009 to 2013.
Mr. Martin joined State Street in 1993 and since January 2019 has served as Executive Vice President and head of Asia Pacific. Prior to this role, he served as the head of Global Services and Global Exchange for Asia Pacific from May 2016 to December 2018. Mr. Martin has held various senior management positions with State Street since 1993, including head of Global Markets for Asia Pacific, head of Global Services for Australia, Southeast Asia and Pacific, head of Foreign Exchange for Asia Pacific and Treasury manager of the Sydney branch.
Ms. Milrod joined State Street in December 2018 as Executive Vice President and Head of Global Clients Division. Prior to joining State Street, Ms. Milrod was most recently a senior advisor to Broadridge Financial Solutions, a provider of investor communications and technology-driven solutions to banks, broker/dealers, asset managers and corporate issuers globally, from January 2018 through November 2018 and senior
advisor to McKinsey & Co, a global management consulting firm, from May 2017 to June 2018. Ms. Milrod served as head of DTCC Solutions at the Depository Trust & Clearing Corporation, a provider of information-based and business processing solutions to financial intermediaries globally, from February 2015 to November 2016 and before that served as chief administrative officer, leading operations and finance, from October 2013.2012 to February 2015. Ms. Milrod held several senior positions with Deutsche Bank from 1993 to 2012.
Ms. Nolan joined State Street in October 2015 and serveshas served as Head of Global Delivery since February 2019. Prior to that, she served as Chief Executive Officer for Europe, the Middle East and Africa with regulatory approval pendingfrom January 2018 to July 2019 and as part of her transition from that role she remains responsible for U.K. bankingsome of our UK-regulated activities. Prior to that, she served as Executive Vice President and co-head of State Street Global Services for Europe, the Middle East and Africa from January 2017 to January 2018. Prior to that role, she served as head of European Banking from October 2015 to January 2017. Before joining State Street, from January 2015 to October 2015, Ms. Nolan served as managing director at Deutsche Bank in the global custody and clearing business. Prior to that role, Ms. Nolan spent 12 years at J.P. Morgan in various senior leadership roles, including from 2009 to 2014 as the head of client services and client onboarding globally for markets and investor services.
Mr. O'HanleyPlansky joined State Street in April 2015 and has served as President and Chief Operating Officer since November 2017. Prior to this role Mr. O'Hanley served as the Chief Executive Officer and President of State Street Global Advisors, the investment management arm of State Street Corporation and was appointed as Vice Chairman January 1, 2017. Prior to joining State Street, Mr. O'Hanley was president of Asset Management & Corporate Services for Fidelity Investments, a financial and mutual fund services corporation, from 2010 to February 2014. From 1997 to 2010, Mr. O'Hanley served in various positions at Bank of New York Mellon, a global banking and financial services corporation, serving as President and Chief Executive Officer of BNY Asset Management in Boston from 2007 to 2010.
Ms. Schaefer joined State Street in 2014, and since September 2017 has served as Interim Chief Accounting Officer. Ms. Schaefer continues to serve as Senior Vice President and Deputy Controller, a position she has held since July 2016, prior to which she served as Director of SEC Reporting, Accounting Policy & Regulatory Compliance. Prior to joining
State Street Corporation | 46
State Street, she served in various roles at American Express Company, a global services company whose principal products and services are charge and credit card products and travel-related services, including, from August 2012 to December 2014, senior roles within the Controllership organization.
Mr. Seck joined State Street in 2011 as Executive Vice President and head of Global Markets and Global Services across Asia Pacific. Prior to joining State Street, Mr. Seck was chief financial officer of the Singapore Exchange for eight years. Previously he held senior-level positions in the Monetary Authority of Singapore, the Government of Singapore Investment Corporation, Lehman Brothers and DBS Bank.
Mr. Shagoury joined State Street in November 2015 as Executive Vice President, Information Technology and Global Chief Information Officer (CIO). Prior to joining State Street, Mr. Shagoury had several senior management positions from 2010 to November 2015 with theLondon Stock Exchange Group, a British-based stock exchange and financial information company, including the group chief operating officer and chief information officer.
Mr. Sullivan joined State Street in 2007 as part of the IBT acquisition and has served as Executive Vice President and globalChief Executive Officer of CRD since October 2018 and head of State Street’s Alternative Investment Solutions group.Street Global Exchange since January 2017. Before joining State Street, Mr. Sullivan spent 15 yearsPlansky led the U.S. Strategy business and U.S. Global Platforms business for PricewaterhouseCoopers, an international professional services firm, from April 2014 to November 2016. Prior to the acquisition of Booz & Co. by PricewaterhouseCoopers, he was a senior partner at IBT, where his role was managing director of Global Fund Services.Booz & Co. leading the technology practice and serving as a senior advisor to global financial institutions.
Mr. Taraporevala joined State Street in April 2016 and since November 2017 has served as presidentPresident and chief executive officerChief Executive Officer of SSGA.State Street Global Advisors. He joined SSGAState Street Global Advisors as Executive Vice President and Global Head of Product and Marketing. Prior to joining SSGA,State Street Global Advisors, Mr. Taraporevala was the head of Retail ManagementManaged Accounts and Life Insurance & Annuities for Fidelity Investments from 2012 to October 2015. Prior to that, Mr. Taraporevala held senior leadership roles at BNY Mellon Asset Management, including executive director of North American distribution.
State Street Corporation | 4751
PART II
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET FOR REGISTRANT'S COMMON EQUITY
Our common stock is listed on the New York Stock Exchange under the ticker symbol STT. There were 5,2142,367 shareholders of record as of January 31, 2018. The information required by this item concerning the market prices of, and dividends on, our common stock during the past two years is provided under “Quarterly Summarized Financial Information (Unaudited)” included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K, and is incorporated herein by reference.2020.
In June 2017,2019, our Board approved a common stock purchase program authorizing the purchase by us of up to $1.4$2.0 billion of our common stock from July 1, 2019 through
June 30, 2018.2020 (the 2019 Program). As of December 31, 2017,2019, we had approximately $700 million$1.0 billion remaining under that program.
the 2019 Program. The following table presents purchases of our common stock and related information for each of the months in the quarter ended December 31, 2017.2019. All shares of our common stock purchased during the quarter ended December 31, 20172019 were purchased under the above-described Board-approved program. 2019 Program.
|
| | | | | | | | | | | | | |
| (Dollars in millions except per share amounts; shares in thousands) | Total Number of shares purchased | | Average price per share | | Total number of shares purchased as part of publicly announced program | | Approximate dollar value of shares that may yet be purchased under publicly announced program |
| Period: | | | | | | | |
| October 1 - October 31, 2019 | 609 |
| | $ | 66.62 |
| | 609 |
| | $ | 1,459 |
|
| November 1 - November 30, 2019 | 2,389 |
| | 72.82 |
| | 2,389 |
| | 1,285 |
|
| December 1 - December 31, 2019 | 3,651 |
| | 78.19 |
| | 3,651 |
| | 1,000 |
|
| Total | 6,649 |
| | $ | 75.20 |
| | 6,649 |
| | $ | 1,000 |
|
Stock purchases may be made using various types of mechanisms, including open market purchases or transactions off market, and may be made under Rule 10b5-1 trading programs. The timing of stock purchases, types of transactions and number of shares purchased will depend on several factors, including market conditions, our capital position, our financial performance and investment opportunities. TheOur common stock purchase program does not have specific price targets and may be suspended at any time. We may employ third-party broker/dealers to acquire shares on the open market in connection with our common stock purchase programs.
|
| | | | | | | | | | | | | | |
| (Dollars in millions, except per share amounts; shares in thousands) | | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Approximate Dollar Value of Shares That May Yet be Purchased Under Publicly Announced Program |
| Period: | | | | | | | | |
| October 1 - October 31, 2017 | | — |
| | $ | — |
| | — |
| | $ | 1,050 |
|
| November 1 - November 30, 2017 | | 1,479 |
| | 92.52 |
| | 1,479 |
| | 913 |
|
| December 1 - December 31, 2017 | | 2,177 |
| | 97.88 |
| | 2,177 |
| | 700 |
|
| Total | | 3,656 |
| | $ | 95.71 |
| | 3,656 |
| | $ | 700 |
|
Additional information about our common stock, including Board authorization with respect to purchases by us of our common stock, is provided under "Capital" in “Financial Condition” included under Item 7,in our Management's Discussion and Analysis and in Note 15 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K, and is incorporated herein by reference.
RELATED STOCKHOLDER MATTERS
As a bank holding company, our Parent Company is a legal entity separate and distinct from its principal banking subsidiary, State Street Bank, and its non-banking subsidiaries. The right of the Parent Company
to participate as a shareholder in any distribution of assets of State Street Bank upon its liquidation, reorganization or otherwise is subject to the prior claims by creditors of State Street Bank, including obligations for federal funds purchased and securities sold under repurchase agreements and deposit liabilities.
Payment of dividends by State Street Bank is subject to the provisions of the Massachusetts banking law, which provide that State Street Bank's Board of Directors may declare, from State Street Bank's "net profits," as defined below, cash dividends annually, semi-annually or quarterly (but not more frequently) and can declare non-cash dividends at any time. Under Massachusetts banking law, for purposes of determining the amount of cash dividends that are payable by State Street Bank, “net profits” is defined as an amount equal to the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets, after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.
State Street Corporation | 48
No dividends may be declared, credited or paid so long as there is any impairment of State Street Bank's capital stock. The approval of the Massachusetts Commissioner of Banks is required if the total of all dividends declared by State Street Bank in any calendar year would exceed the total of its net profits for that year combined with its retained net profits for the preceding two years, less any required transfer to surplus or to a fund for the retirement of any preferred stock.
Under Federal Reserve regulations, the approval of the Federal Reserve would be required for the payment of dividends by State Street Bank if the total amount of all dividends declared by State Street Bank in any calendar year, including any proposed dividend, would exceed the total of its net income for such calendar year as reported in State Street Bank's Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices Only - FFIEC 031, commonly referred to as the “Call Report,” as submitted through the Federal Financial Institutions Examination Council and provided to the Federal Reserve, plus its “retained net income” for the preceding two calendar years. For these purposes, “retained net income,” as of any date of determination, is defined as an amount equal to State Street Bank's net income (as reported in its Call Reports for the calendar year in which retained net income is being determined) less any dividends declared during such year. In determining the amount of dividends that are payable, the total of State Street Bank's net income for the current year and its retained net income for the preceding two calendar years is reduced by any net losses incurred in the current or preceding two-year period and by any required transfers to surplus or to a fund for the retirement of preferred stock.
State Street Corporation | 52
Prior Federal Reserve approval also must be obtained if a proposed dividend would exceed State Street Bank's “undivided profits” (retained earnings) as reported in its Call Reports. State Street Bank may include in its undivided profits amounts contained in its surplus account, if the amounts reflect transfers of undivided profits made in prior periods and if the Federal Reserve's approval for the transfer back to undivided profits has been obtained.
Under the PCA provisions adopted pursuant to the FDIC Improvement Act of 1991, State Street Bank may not pay a dividend when it is deemed, under the PCA framework, to be under-capitalized, or when the payment of the dividend would cause State Street Bank to be under-capitalized. If State Street Bank is under-capitalized for purposes of the PCA framework, it must cease paying dividends for so long as it is deemed to be under-capitalized. Once earnings have begun to improve and an adequate capital position has been restored, dividend payments may resume in
accordance with federal and state statutory limitations and guidelines.
In 2017, our Parent Company declared aggregate quarterly common stock dividends to its shareholders of $1.60 per share, totaling approximately $596 million. In 2016, our Parent Company declared aggregate quarterly common stock dividends to its shareholders of $1.44 per share, totaling approximately $559 million. Currently, any payment of future common stock dividends by our Parent Company to its shareholders is subject to the review of our capital plan by the Federal Reserve in connection with its CCAR process. Information about dividends declared by our Parent Company and dividends from our subsidiary banks is provided under "Capital" in “Financial Condition” included under Item 7,in our Management's Discussion and Analysis, and in Note 15 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K, and is incorporated herein by reference. Future dividend payments of State Street Bank and our non-banking subsidiaries cannot be determined at this time. In addition, refer to “Capital Planning, Stress Tests and Dividends” in "Supervision and Regulation" included under Item 1,in Business ofin this Form 10-K and the risk factor titled “Our business and capital-related activities, including our ability to return capital to shareholders and purchaserepurchase our capital stock, may be adversely affected by our implementation of the revised regulatory capital and liquidity standards that we must meet under the Basel III final rule, the Dodd-Frank Act and other regulatory initiatives, or in the event our capital plan or post-stress capital ratios are determined to be insufficient as a result of regulatory capital stress testing” included under Item 1A,in Risk Factors ofin this Form 10-K.
State Street Corporation | 49
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The graph presented below compares the cumulative total shareholder return on State Street'sour common stock to the cumulative total return of the S&P 500 Index, the S&P Financial Index and the KBW Bank Index over a five-year period. The cumulative total shareholder return assumes the investment of $100 in State Streetour common stock and in each index on December 31, 2012.2014. It also assumes reinvestment of common stock dividends.
The S&P Financial Index is a publicly available, capitalization-weighted index, comprised of 6766 of the Standard & Poor’s 500 companies, representing 2726 diversified financial services companies, 2322 insurance companies and 1718 banking companies. The KBW Bank Index is a modified cap-weighted index consisting of 24 exchange-listed stocks, representing national money center banks and leading regional institutions.
| | | | 2012 | | 2013 | | 2014 | | 2015 | | 2016 | | 2017 | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 |
| State Street Corporation | $ | 100 |
| | $ | 159 |
| | $ | 172 |
| | $ | 148 |
| | $ | 178 |
| | $ | 227 |
| $ | 100 |
| | $ | 86 |
| | $ | 103 |
| | $ | 132 |
| | $ | 87 |
| | $ | 113 |
|
| S&P 500 Index | 100 |
| | 132 |
| | 151 |
| | 153 |
| | 171 |
| | 208 |
| 100 |
| | 101 |
| | 113 |
| | 138 |
| | 132 |
| | 174 |
|
| S&P Financial Index | 100 |
| | 136 |
| | 156 |
| | 154 |
| | 189 |
| | 230 |
| 100 |
| | 98 |
| | 121 |
| | 148 |
| | 128 |
| | 170 |
|
| KBW Bank Index | 100 |
| | 138 |
| | 151 |
| | 151 |
| | 195 |
| | 231 |
| 100 |
| | 100 |
| | 129 |
| | 153 |
| | 126 |
| | 172 |
|
State Street Corporation | 5053
ITEM 6.SELECTED FINANCIAL DATA
|
| | | | | | | | | | | | | | | | | | | |
| (Dollars in millions, except per share amounts or where otherwise noted) | | | | | | | | | |
| YEARS ENDED DECEMBER 31: | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Total fee revenue | $ | 8,905 |
| | $ | 8,116 |
| | $ | 8,278 |
| | $ | 8,010 |
| | $ | 7,570 |
|
| Net interest income | 2,304 |
| | 2,084 |
| | 2,088 |
| | 2,260 |
| | 2,303 |
|
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | | 4 |
| | (9 | ) |
| Total revenue | 11,170 |
| | 10,207 |
| | 10,360 |
| | 10,274 |
| | 9,864 |
|
| Provision for loan losses | 2 |
| | 10 |
| | 12 |
| | 10 |
| | 6 |
|
| Total expenses | 8,269 |
| | 8,077 |
| | 8,050 |
| | 7,827 |
| | 7,192 |
|
| Income before income tax expense | 2,899 |
| | 2,120 |
| | 2,298 |
| | 2,437 |
| | 2,666 |
|
| Income tax expense (benefit) | 722 |
| | (22 | ) | | 318 |
| | 415 |
| | 616 |
|
| Net income from non-controlling interest | — |
| | 1 |
| | — |
| | — |
| | — |
|
| Net income | $ | 2,177 |
|
| $ | 2,143 |
|
| $ | 1,980 |
|
| $ | 2,022 |
|
| $ | 2,050 |
|
Adjustments to net income(1) | (184 | ) | | (175 | ) | | (132 | ) | | (64 | ) | | (34 | ) |
| Net income available to common shareholders | $ | 1,993 |
| | $ | 1,968 |
| | $ | 1,848 |
| | $ | 1,958 |
| | $ | 2,016 |
|
| PER COMMON SHARE: | | | | | | | | | |
| Earnings per common share: | | | | | | | | | |
| Basic | $ | 5.32 |
| | $ | 5.03 |
| | $ | 4.53 |
| | $ | 4.62 |
| | $ | 4.52 |
|
| Diluted | 5.24 |
| | 4.97 |
| | 4.47 |
| | 4.53 |
| | 4.43 |
|
| Cash dividends declared | 1.60 |
| | 1.44 |
| | 1.32 |
| | 1.16 |
| | 1.04 |
|
| Closing market price (at year end) | $ | 97.61 |
| | $ | 77.72 |
| | $ | 66.36 |
| | $ | 78.50 |
| | $ | 73.39 |
|
| AS OF DECEMBER 31: | | | | | | | | | |
| Investment securities | $ | 97,579 |
| | $ | 97,167 |
| | $ | 100,022 |
| | $ | 112,636 |
| | $ | 116,914 |
|
| Average total interest-earning assets | 191,235 |
| | 199,184 |
| | 220,456 |
| | 209,054 |
| | 178,101 |
|
| Total assets | 238,425 |
| | 242,698 |
| | 245,155 |
| | 274,089 |
| | 243,262 |
|
| Deposits | 184,896 |
| | 187,163 |
| | 191,627 |
| | 209,040 |
| | 182,268 |
|
| Long-term debt | 11,620 |
| | 11,430 |
| | 11,497 |
| | 10,012 |
| | 9,670 |
|
| Total shareholders' equity | 22,317 |
| | 21,219 |
| | 21,103 |
| | 21,328 |
| | 20,248 |
|
| Assets under custody and administration (in billions) | 33,119 |
| | 28,771 |
| | 27,508 |
| | 28,188 |
| | 27,427 |
|
| Assets under management (in billions) | 2,782 |
| | 2,468 |
| | 2,245 |
| | 2,448 |
| | 2,345 |
|
| Number of employees | 36,643 |
| | 33,783 |
| | 32,356 |
| | 29,970 |
| | 29,430 |
|
| RATIOS: | | | | | | | | | |
| Return on average common shareholders' equity | 10.6 | % | | 10.5 | % | | 9.8 | % | | 9.8 | % | | 10.2 | % |
| Return on average assets | 0.99 |
| | 0.93 |
| | 0.79 |
| | 0.85 |
| | 0.99 |
|
| Common dividend payout | 29.89 |
| | 28.46 |
| | 28.99 |
| | 25.03 |
| | 22.89 |
|
| Average common equity to average total assets | 8.6 |
| | 8.2 |
| | 7.6 |
| | 8.4 |
| | 9.6 |
|
| Net interest margin, fully taxable-equivalent basis | 1.29 |
| | 1.13 |
| | 1.03 |
| | 1.16 |
| | 1.37 |
|
Common equity tier 1 ratio(2) | 12.3 |
| | 11.7 |
| | 12.5 |
| | 12.4 |
| | 15.3 |
|
Tier 1 capital ratio(2) | 15.5 |
| | 14.8 |
| | 15.3 |
| | 14.5 |
| | 17.1 |
|
Total capital ratio(2) | 16.5 |
| | 16.0 |
| | 17.4 |
| | 16.4 |
| | 19.5 |
|
Tier 1 leverage ratio(2) | 7.3 |
| | 6.5 |
| | 6.9 |
| | 6.3 |
| | 6.8 |
|
Supplementary leverage ratio(3) | 6.5 |
| | 5.9 |
| | 6.2 |
| | 5.6 |
| | NA |
|
|
| | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions, except per share amounts or where otherwise noted) | | | | | | | | | |
| YEARS ENDED DECEMBER 31: | 2019(1) | | 2018(1) | | 2017 | | 2016 | | 2015 |
| Total fee revenue | $ | 9,147 |
| | $ | 9,454 |
| | $ | 9,001 |
| | $ | 8,200 |
| | $ | 8,351 |
|
| Net interest income | 2,566 |
| | 2,671 |
| | 2,304 |
| | 2,084 |
| | 2,088 |
|
| Total other income | 43 |
| | 6 |
| — |
| (39 | ) | | 7 |
| | (6 | ) |
| Total revenue | 11,756 |
| | 12,131 |
| | 11,266 |
| | 10,291 |
| | 10,433 |
|
| Provision for loan losses | 10 |
| | 15 |
| | 2 |
| | 10 |
| | 12 |
|
| Total expenses | 9,034 |
| | 9,015 |
| | 8,269 |
| | 8,077 |
| | 8,050 |
|
| Income before income tax expense | 2,712 |
| | 3,101 |
| | 2,995 |
| | 2,204 |
| | 2,371 |
|
| Income tax expense (benefit) | 470 |
| | 508 |
| | 839 |
| | 67 |
| | 398 |
|
| Net income from non-controlling interest | — |
| | — |
| | — |
| | 1 |
| | — |
|
| Net income | $ | 2,242 |
|
| $ | 2,593 |
|
|
| $ | 2,156 |
|
| $ | 2,138 |
|
| $ | 1,973 |
|
Adjustments to net income(2) | (233 | ) | | (189 | ) | | (184 | ) | | (175 | ) | | (132 | ) |
| Net income available to common shareholders | $ | 2,009 |
| | $ | 2,404 |
| | $ | 1,972 |
| | $ | 1,963 |
| | $ | 1,841 |
|
| PER COMMON SHARE: | | | | | | | | | |
| Earnings per common share: | | | | | | | | | |
| Basic | $ | 5.43 |
| | $ | 6.46 |
| | $ | 5.26 |
| | $ | 5.01 |
| | $ | 4.51 |
|
| Diluted | 5.38 |
| | 6.39 |
| | 5.19 |
| | 4.96 |
| | 4.45 |
|
| Cash dividends declared | 1.98 |
| | 1.78 |
| | 1.60 |
| | 1.44 |
| | 1.32 |
|
| Closing market price (at year end) | 79.10 |
| | 63.07 |
| | 97.61 |
| | 77.72 |
| | 66.36 |
|
| AS OF DECEMBER 31: | | | | | | | | | |
| Investment securities | $ | 95,597 |
| | $ | 87,062 |
| | $ | 97,579 |
| | $ | 97,167 |
| | $ | 100,022 |
|
| Average total interest-earning assets | 181,891 |
| | 185,637 |
| | 191,235 |
| | 199,184 |
| | 220,456 |
|
| Total assets | 245,610 |
| | 244,596 |
| | 238,392 |
| | 242,689 |
| | 245,149 |
|
| Deposits | 181,872 |
| | 180,360 |
| | 184,896 |
| | 187,163 |
| | 191,627 |
|
| Long-term debt | 12,509 |
| | 11,093 |
| | 11,620 |
| | 11,430 |
| | 11,497 |
|
| Total shareholders' equity | 24,431 |
| | 24,737 |
| | 22,270 |
| | 21,193 |
| | 21,082 |
|
| Assets under custody and/or administration (in billions) | 34,358 |
| | 31,620 |
| | 33,119 |
| | 28,771 |
| | 27,508 |
|
| Assets under management (in billions) | 3,116 |
| | 2,511 |
| | 2,782 |
| | 2,468 |
| | 2,245 |
|
| Number of employees | 39,103 |
| | 40,142 |
| | 36,643 |
| | 33,783 |
| | 32,356 |
|
| RATIOS: | | | | | | | | | |
| Return on average common shareholders' equity | 9.4 | % | | 12.1 | % | | 10.5 | % | | 10.4 | % | | 9.7 | % |
| Return on average assets | 1.0 |
| | 1.2 |
| | 1.0 |
| | 0.9 |
| | 0.8 |
|
| Common dividend payout | 36.8 |
| | 27.6 |
| | 30.2 |
| | 28.5 |
| | 29.1 |
|
| Average common equity to average total assets | 9.6 |
| | 8.9 |
| | 8.6 |
| | 8.2 |
| | 7.6 |
|
| Net interest margin, fully taxable-equivalent basis | 1.42 |
| | 1.47 |
| | 1.29 |
| | 1.13 |
| | 1.03 |
|
Common equity tier 1 ratio(3) | 11.7 |
| | 12.1 |
| | 12.3 |
| | 11.7 |
| | 12.5 |
|
Tier 1 capital ratio(3) | 14.5 |
| | 16.0 |
| | 15.5 |
| | 14.8 |
| | 15.3 |
|
Total capital ratio(3) | 15.6 |
| | 16.9 |
| | 16.5 |
| | 16.0 |
| | 17.4 |
|
Tier 1 leverage ratio(4) | 6.9 |
| | 7.2 |
| | 7.3 |
| | 6.5 |
| | 6.9 |
|
Supplementary leverage ratio(5) | 6.1 |
| | 6.3 |
| | 6.5 |
| | 5.9 |
| | 6.2 |
|
(1) CRD was acquired on October 1, 2018. 2018 includes results of CRD for one quarter. 2019 includes results of CRD for a full year. Additional information about CRD is included in our Management's Discussion and Analysis.
(2) Amounts represent preferred stock dividends and the allocation of earnings to participating securities using the two-class method.
(2)(3) Ratios for 2014 through 2017 were calculated in conformity with the advanced approaches provisions of the Basel III final rule. Ratios for 2013 were calculated in conformity with the provisions of Basel I. Ratios for 2014 through 2017 are not directly comparable to ratios for prior years. Refer to Note 16 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
(3)(4) The supplementarytier 1 leverage ratio was calculated in conformity with the Basel III rule.
(5) The SLR was calculated using the transitional tier 1 capital as calculated under the supplementary leverage ratioSLR provisions of the Basel III final rule as of the date indicated.rule.
NA: Not applicable.
State Street Corporation | 5154
STATE STREET CORPORATION
MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
TABLE OF CONTENTS
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We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
State Street Corporation | 52
ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
GENERAL
As of December 31, 2017,2019, we had consolidated total assets of $238.43$245.61 billion, consolidated total deposits of $184.90$181.87 billion, consolidated total shareholders' equity of $22.32$24.43 billion and 36,643over 39,000 employees. We operate in more than 100 geographic markets worldwide, including in the U.S., Canada, Europe, the Middle East and Asia.
Our operations are organized into two lines of business, Investment Servicing and Investment Management, which are defined based on products and services provided.
Investment Servicing provides services for institutional clients, including mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, investment managers, foundations and endowments worldwide. Products includeinclude: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by non-U.S. regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; ourfinance and enhanced custody product, which integrates principal securities lending and custody;products; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative investment manager operations outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. Our CRD business also falls within our Investment Servicing line of business and includes products and services, such as: portfolio modeling and construction; trade order management; investment risk and compliance; and wealth management solutions.
Investment Management, through SSGA,State Street Global Advisors, provides a broad arrayrange of investment management investment researchstrategies and products for our clients. Our investment advisory services to corporations, public funds and other sophisticated investors. SSGA offers passive and active asset management strategies across equity, fixed-income,and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative multi-assetinvestment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, (including OCIO)including environmental, social and cash asset classes. Productsgovernance investing, defined benefit and defined contribution and Global Fiduciary Solutions (formerly Outsourced Chief Investment Officer). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are distributed directlyprimarily determined by the values of AUM and through intermediaries using a variety ofthe investment vehicles,strategies employed, management fees reflect other factors as
well, including ETFs, such as the SPDR® ETF brand.benchmarks specified in the respective management agreements related to performance fees.
For financial and other information about our lines of business, refer to “Line of Business Information” in this Management's Discussion and Analysis and Note 24 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
This Management's Discussion and Analysis should be read in conjunction with the consolidated financial statements and accompanying notes to consolidated financial statements included under Item
8, Financial Statements and Supplementary Data, ofin this Form 10-K. Certain previously reported amounts presented in this Form 10-K have been reclassified to conform to current-period presentation.
We prepare our consolidated financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in its application of certain accounting policies that materially affect the reported amounts of assets, liabilities, equity, revenue and expenses.
The significant accounting policies that require us to make judgments, estimates and assumptions that are difficult, subjective or complex about matters that are uncertain and may change in subsequent periods include:
accounting for fair value measurements;
other-than-temporary impairment of investment securities;
impairment of goodwill and other intangible assets; and
contingencies.
These significant accounting policies require the most subjective or complex judgments, and underlying estimates and assumptions could be subject to revision as new information becomes available. Additional information about these significant accounting policies is included under “Significant Accounting Estimates” in this Management's Discussion and Analysis.
Certain financial information provided in this Form 10-K, including in this Management's Discussion and Analysis, is prepared on both a U.S. GAAP, or reported basis, and a non-GAAP basis, including certain non-GAAP measures used in the calculation of identified regulatory ratios. We measure and compare certain financial information on a non-GAAP basis, including information (such as capital ratios calculated under regulatory standards scheduled to be effective in the future) that management uses in evaluating our business and activities.
Non-GAAP financial information should be considered in addition to, and not as a substitute for or superior to, financial information prepared in conformity with U.S. GAAP. Any non-GAAP financial information presented in this Form 10-K,
State Street Corporation | 55
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
including this Management’s Discussion and Analysis, is reconciled to its most directly comparable currently applicable regulatory ratio or U.S. GAAP-basis measure.
We further believe that our presentation of fully taxable-equivalent NII, a non-GAAP measure, which reports non-taxable revenue, such as interest income
State Street Corporation | 53
associated with tax-exempt investment securities, on a fully taxable-equivalent basis, facilitates an investor's understanding and analysis of our underlying financial performance and trends.
This Management's Discussion and Analysis contains statements that are considered "forward-looking statements" within the meaning of U.S. securities laws. Forward-looking statements include statements about our goals and expectations regarding our business, financial and capital condition, results of operations, strategies, financialcost savings and transformation initiatives, investment portfolio performance, dividend and stock purchase programs, expected outcomes of legal proceedings, market growth, acquisitions, joint ventures and divestitures, client growth and new technologies, services and opportunities, as well as industry, governmental, regulatory, economic and market trends, initiatives and developments, the business environment and other matters that do not relate strictly to historical facts. These forward-looking statements involve certain risks and uncertainties which could cause actual results to differ materially. We undertake no obligation to revise the forward-looking statements contained in this Management's Discussion and Analysis to reflect events after the time we file this Form 10-K with the SEC. Additional information about forward-looking statements and related risks and uncertainties is provided in "Risk Factors" under Item 1A ofin this Form 10-K.
We provide additional disclosures required by applicable bank regulatory standards, including supplemental qualitative and quantitative information with respect to regulatory capital (including market risk associated with our trading activities) and the liquidity coverage ratio, summary results of semi-annual State Street-run stress tests which we conduct under the Dodd-Frank Act and resolution plan disclosures required under the Dodd-Frank Act. These additional disclosures are accessibleavailable on the “Investor Relations” section of our corporate website at www.statestreet.com.under "Filings and Reports."
We have included our website address in this report as an inactive textual reference only. Information on our website is not incorporated by reference intoin this Form 10-K.
We use acronyms and other defined terms for certain business terms and abbreviations, as defined on the acronyms list and glossary included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
State Street Corporation | 56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW OF FINANCIAL RESULTS
| | TABLE 1: OVERVIEW OF FINANCIAL RESULTS | | | Years Ended December 31, | Years Ended December 31, |
| (Dollars in millions, except per share amounts) | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 |
Total fee revenue | $ | 8,905 |
| | $ | 8,116 |
| | $ | 8,278 |
| $ | 9,147 |
| | $ | 9,454 |
| | $ | 9,001 |
|
| Net interest income | 2,304 |
| | 2,084 |
| | 2,088 |
| 2,566 |
| | 2,671 |
| | 2,304 |
|
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | |
| Total other income | | 43 |
| — |
| 6 |
| — |
| (39 | ) |
Total revenue | 11,170 |
| | 10,207 |
| | 10,360 |
| 11,756 |
| | 12,131 |
| | 11,266 |
|
| Provision for loan losses | 2 |
| | 10 |
| | 12 |
| 10 |
| | 15 |
| | 2 |
|
Total expenses | 8,269 |
| | 8,077 |
| | 8,050 |
| 9,034 |
| | 9,015 |
| | 8,269 |
|
| Income before income tax expense | 2,899 |
| | 2,120 |
|
| 2,298 |
| 2,712 |
| | 3,101 |
| | 2,995 |
|
| Income tax expense (benefit) | 722 |
| | (22 | ) | | 318 |
| |
| Net income from non-controlling interest | — |
| | 1 |
| | — |
| |
| Income tax expense | | 470 |
| | 508 |
| | 839 |
|
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
| $ | 2,242 |
|
| $ | 2,593 |
| | $ | 2,156 |
|
| Adjustments to net income: | | | | | |
| | | | |
Dividends on preferred stock(1) | $ | (182 | ) | | $ | (173 | ) | | $ | (130 | ) | |
Earnings allocated to participating securities(2) | (2 | ) | | (2 | ) | | (2 | ) | |
Dividends on preferred stock(3) | | $ | (232 | ) | | $ | (188 | ) | | $ | (182 | ) |
Earnings allocated to participating securities(4) | | (1 | ) | | (1 | ) | | (2 | ) |
| Net income available to common shareholders | $ | 1,993 |
| | $ | 1,968 |
| | $ | 1,848 |
| $ | 2,009 |
| | $ | 2,404 |
| | $ | 1,972 |
|
| Earnings per common share: | | | | | | | | | | |
| Basic | $ | 5.32 |
| | $ | 5.03 |
| | $ | 4.53 |
| $ | 5.43 |
| | $ | 6.46 |
| | $ | 5.26 |
|
| Diluted | 5.24 |
| | 4.97 |
| | 4.47 |
| 5.38 |
| | 6.39 |
| | 5.19 |
|
| Average common shares outstanding (in thousands): | | | | | | | | | | |
| Basic | 374,793 |
| | 391,485 | | 407,856 | 369,911 |
| | 371,983 |
| | 374,793 |
|
| Diluted | 380,213 |
| | 396,090 | | 413,638 | 373,666 |
| | 376,476 |
| | 380,213 |
|
| Cash dividends declared per common share | $ | 1.60 |
| | $ | 1.44 |
| | $ | 1.32 |
| $ | 1.98 |
| | $ | 1.78 |
| | $ | 1.60 |
|
| Return on average common equity | 10.6 | % | | 10.5 | % | | 9.8 | % | 9.4 | % | | 12.1 | % | | 10.5 | % |
| Pre-tax margin | | 23.1 |
| | 25.6 |
| | 26.6 |
|
(1) CRD contributed approximately $385 million and $201 million in total revenue and total expenses, respectively, in 2019. Revenue includes approximately $370 million in software and processing fees and $15 million in brokerage and other trading services within foreign exchange trading services, and expenses include approximately $148 million in compensation and employee benefits and $53 million in other expense lines. In addition, CRD-related expenses in 2019 include $65 million in amortization of other intangible assets.
CRD contributed approximately $119 million and $39 million in total revenue and total expenses, respectively, in 2018. Revenue includes approximately $114 million in software and processing fees and $5 million in brokerage and other trading services within foreign exchange trading services, and expenses include approximately $28 million in compensation and employee benefits and $11 million in other expense lines. In addition, CRD-related expenses in 2018 include $18 million in amortization of other intangible assets.
(2) The revenue recognition standard impact was approximately $319 million in total revenue and total expenses for 2018, compared to 2017, including approximately $190 million in management fees, $58 million in foreign exchange trading services and $71 million across all other revenue lines, and expenses contributed approximately $183 million in other expenses, $106 million in transaction processing and $30 million across other expense line items.
(3) Additional information about our preferred stock dividends is provided in Note 15 to the consolidated financial statements in this Form 10-K.
(2)(4) Represents the portion of net income available to common equity allocated to participating securities, composed of unvested and fully vested SERP (Supplemental executive retirement plans) shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings.
State Street Corporation | 57
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following “Financial Results and Highlights” section provides information related to significant events, as well as highlights of our consolidated financial results for the year ended December 31, 20172019 presented in Table 1: Overview of Financial Results. More detailed information about our consolidated financial results, including comparisonsthe comparison of our financial results for the year ended December 31, 20172019 to those for the year ended December 31, 2016,2018, is provided under “Consolidated Results of Operations,”Operations”, "Line of Business Information" and "Capital" which follows these sections, as well as in our consolidated financial statements included in this Form 10-K.
For the fourth quarter of 2019, we recorded a charge of $140 million to increase our legal accrual for government investigations and civil litigation associated with our invoicing matter first reported in December 2015. This additional legal accrual relates to events that developed subsequent to January 17, 2020, the date we originally announced our financial results for the fourth quarter and year ended December 31, 2019, and was reported on February 20, 2020. The effects of the additional accrual are reflected in the financial and other information reported in this Form 10-K.
In this Management’s Discussion and Analysis, where we describe the effects of changes in foreign exchangeFX rates, those effects are determined by applying applicable weighted average foreign exchangeFX rates from the relevant 20162018 period to the relevant 20172019 period results.
Financial Results and Highlights
EPS of $5.38 in 2019 decreased 16% compared to $6.39 in 2018. Both years include the impact of notable items:
2019 notable items included:
| |
| ◦ | repositioning charges of approximately $110 million; |
| |
| ◦ | acquisition and restructuring costs of approximately $77 million, primarily related to CRD; |
| |
| ◦ | gain of approximately $44 million on the extinguishment of approximately $297 million of our outstanding floating rate junior subordinated debentures due 2047 following a cash tender offer; |
| |
| ◦ | legal and related expenses of approximately $172 million; and |
| |
| ◦ | costs of $22 million due to the redemption of all outstanding Series E non-cumulative perpetual preferred stock representing the difference between the redemption value and the net carrying value of the preferred stock. |
2018 notable items included:
| |
| ◦ | repositioning charges of approximately $300 million; |
| |
| ◦ | legal and related expenses of approximately $50 million; and |
| |
| ◦ | acquisition and restructuring costs primarily related to CRD of approximately $24 million. |
CRD was acquired on October 1, 2018. Total revenue contributed by CRD was approximately $385 million and $119 million in 2019 and 2018, respectively. Total expenses contributed by CRD were approximately $201 million and $39 million in 2019 and 2018, respectively. In addition, CRD-related expenses include $65 million and $18 million in amortization of other intangible assets in 2019 and 2018, respectively.
Total expenses were up slightly in 2019 compared to 2018, including the impact of the incremental legal reserve, and reflect our successfully executed previously announced 2019 expense savings program. That program achieved approximately $415 million in gross savings in 2019 through expense savings of approximately $230 million in resource discipline initiatives and $185 million in process re-engineering and automation benefits, exceeding our revised goal of $400 million gross savings in 2019 (itself reflecting an increase from our initial goal of $350 million gross savings).
In 2019, return on equity of 9.4% decreased from 12.1% in 2018, primarily due to a decrease in net income available to common shareholders. Pre-tax margin of 23.1% in 2019 decreased from 25.6% in 2018, primarily due to a decrease in total revenue.
Operating leverage was (3.3)% in 2019. Operating leverage represents the difference between the percentage change in total revenue and the percentage change in total expenses, in each case relative to the prior year period.
We purchased a total of approximately $1.6 billion and $350 million of our common stock in 2019 and 2018, respectively. These purchases were all conducted under share purchase
State Street Corporation | 5458
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Resultsprograms approved by our Board of Directors. Our current share purchase program authorizes the purchase of up to $2.0 billion of our common stock from July 1, 2019 through June 30, 2020 (the 2019 Program). $1.0 billion remains available for repurchases under that program in the first and Highlightssecond quarters of 2020. The lower level of common stock repurchases in 2018 reflects our funding plan for our acquisition of CRD, which included an issuance of approximately $1.15 billion of common stock and a suspension of approximately $950 million of common stock repurchases in 2018.
EPS of $5.24 in 2017 increased 5% compared to $4.97 in 2016.Revenue
| |
◦• | Both 2017 Total revenueand 2016 includefee revenue bothdecreased 3% in 2019 compared to 2018, primarily driven by decreases in servicing fees, management fees, foreign exchange trading services and securities finance revenues and, in the impactcase of notable items. The 2017 results includetotal revenue, by NII. These decreases were partially offset by higher software and processing fee revenue in 2019, which includes a one-time estimated net impactfull year of $270 million associated withrevenue from CRD. Total fee revenue in the Tax Cuts and Jobs Act (TCJA). This impact consistedsecond half of 2019 was approximately $4.63 billion compared to $4.52 billion in the first half of 2019, representing a one-time estimated tax expense of approximately $250 million and a one-time reduction of approximately $20 million2% increase, primarily driven by higher equity markets as well as moderating fee pressure in revenue. |
| |
▪ | Actual effectsthe second half of the TCJA may differ from these estimates, among other things, due to additional tax and regulatory guidance and changes in our assumptions and interpretations.year. |
| |
| ◦ | The 2016 results include an acceleration of compensation expense of $249Total revenues contributed by CRD in 2019 were approximately $385 million, ($161 including $370 million after-tax) in software and tax benefits of $211processing fees and $15 million resulting from a reduction in accrued tax expense attributable to retainedbrokerage and other trading services, within foreign earnings and tax benefits from capital actions involving our overseas affiliates.
exchange trading services. |
2017 ROEServicing fee revenue decreased 6% in 2019 compared to 2018, primarily due to elevated fee pressure and lower client activity and flows.
Management fee revenue decreased 4% in 2019 compared to 2018, primarily reflecting the run rate impact of 10.6%late 2018 outflows and mix changes away from higher fee products, partially offset by higher equity market levels.
Foreign exchange trading services decreased 7% in 2019 compared to 2018 primarily due to lower market volatility.
Securities finance revenue decreased 13% in 2019 compared to 2018, reflecting lower securities on loan, enhanced custody balances and spreads, and the impact of balance sheet optimization efforts implemented in the second half of 2018.
Software and processing fees revenue increased 64% in 2019 compared to 2018 primarily due to $370 million from 10.5%CRD, which we acquired in 2016.October 2018.
Pre-tax margin of 26.0%NII decreased 4% in 2017 increased from 20.8% in 2016.2019 compared to 2018, primarily due to lower average non-interest bearing client deposit balances and lower long-end U.S. market rates, partially offset by FICC, investment portfolio and loan growth.
RevenueExpenses
Total revenue and fee revenue increased 9% and 10%, respectively,expenses were up slightly in 20172019 compared to 2016,2018, primarily driven by strength in servicing fees, management fees, processing and other fees,reflecting the impact of the incremental legal reserve of $140 million, technology infrastructure investments and the impact of the weaker U.S. dollar,CRD acquisition, partially offset by savings from resource discipline, process re-engineering and automation initiatives and lower trading services revenue.
Servicing fee revenue increased 6%repositioning charges in 20172019 compared to 2016,2018.
| |
| ◦ | We recorded a repositioning charge in 2019 of approximately $110 million, consisting of $98 million of compensation and employee benefits expenses and $12 million of occupancy expenses, to further drive process automation, information technology optimizations and organization rationalization in 2020. |
| |
| ◦ | Total expenses contributed by CRD in 2019 and 2018 were approximately $201 million and $39 million, respectively, including $148 million and $28 million in compensation and employee benefits and $53 million and $11 million in other expense lines, respectively. In addition, CRD-related expenses in 2019 and 2018 included $65 million and $18 million, respectively in amortization of other intangible assets. |
| |
| ◦ | We recorded a $140 million increase to our legal accrual for government investigations and civil litigation associated with our invoicing matter first reported in December 2015. The accrual reflects our intention to seek to resolve these matters. |
AUC/A and AUM
AUC/A increased 9% as of December 31, 2019 compared to December 31, 2018, primarily due to higher end of period market appreciationlevels and net new business, partially offset by continued hedge fund outflows and the impact of the businesses we exited in 2017.
Management fee revenue increased 25% in 2017 compared to 2016, primarily due to the GEAM business acquired in 2016, continued strength in global equity markets, and ETF flows.
NII increased 11% in 2017 compared to 2016, driven by higher market interest rates in the U.S. and loan portfolio growth,client flows, partially offset by a smaller balance sheet.
Expenses
Total expenses increased 2% in 2017 compared to 2016, primarily due to higher restructuring charges, information systems and communications costs, and compensation and employee benefit costs, partially offset by approximately $150 million of Beacon savings. Total Beacon program-to-date savings were approximately $325 million through December 31, 2017.
previously announced client transition. In 2017, we recorded restructuring charges of $245 million related to Beacon. We expect Beacon target savings of $550 million to be realized by mid-2019, 18 months ahead of schedule.
AUCA/AUM
AUCA increased 15% in 2017 compared to 2016, primarily due to strength in equity markets, flows, and new business. In 2017, we secured new2019, newly announced asset servicing mandates of approximately $445 billion. Our AUCA pipeline of asset servicing mandates remaining to be installed in future periods totaled approximately $350 billion as of December 31, 2017.
AUM increased 13%$1.84 trillion, in 2017 compared to 2016, primarily driven by strength in equity markets, weaker U.S. dollar, and positive ETF flows.
Capital
We declared aggregate common stock dividends of $1.60 per share, totaling approximately $596 million in 2017, compared to $1.44 per share, totaling $559 million in 2016, representing an increase of approximately 11% online with a per share basis.
In 2017, we acquired 16.8 million shares of common stock at an average per-share cost of $86.37 and an aggregate cost of approximately $1,450 million under common stock purchase programs approved by our Board.
CET1 capital ratio under the Basel III standardized approach increased to 11.9% as of December 31, 2017, compared to 11.6% as of December 31, 2016.
Tier 1 leverage ratio increased to 7.3% as of December 31, 2017, compared to 6.5% as of December 31, 2016.high
State Street Corporation | 5559
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
of $1.89 trillion in 2018, primarily driven by additional services for an existing large asset manager client. Servicing assets remaining to be installed in future periods totaled approximately $1.17 trillion as of December 31, 2019.
AUM increased 24% as of December 31, 2019 compared to December 31, 2018, primarily due to higher end of period market levels and net inflows, driven by institutional, ETF and cash inflows.
Capital and Capital Redemptions
In 2019, we returned a total of approximately $2.33 billion to our shareholders in the form of common stock dividends and share purchases.
| |
| ◦ | We declared aggregate common stock dividends of $1.98 per share, totaling $728 million in 2019, compared to $1.78 per share, totaling $665 million in 2018, representing an increase of approximately 11% on a per share basis. |
| |
| ◦ | In 2019, we acquired 24.9 million shares of common stock at an average per share cost of $64.30 and an aggregate cost of approximately $1.6 billion. In 2018, we acquired 3.3 million shares of common stock at an average per share cost of $105.31 and an aggregate cost of approximately $350 million. These purchases were all conducted under share purchase programs approved by our Board of Directors. |
In June 2019, the Federal Reserve issued a non-objection to our capital plan included as part of our 2019 CCAR submission. Pursuant to that plan, our Board authorized the 2019 Program and we increased our quarterly common stock dividend to $0.52 per share in the third quarter of 2019.
Our CET1 capital ratio was 11.7% as of both December 31, 2019 and 2018, and Tier 1 leverage ratio decreased to 6.9% as of December 31, 2019, compared to 7.2% as of December 31, 2018. As of December 31, 2019, advanced approaches capital ratios were binding for the period. As of December 31, 2018, standardized approaches capital ratios were binding for the period.
Capital Redemptions
We redeemed all outstanding Series E non-cumulative perpetual preferred stock as of December 15, 2019 at a redemption price of $750 million ($100,000 per share equivalent to
$25.00 per depositary share) plus accrued and unpaid dividends. The difference of $22 million between the redemption value and the net carrying value resulted in an EPS impact of approximately ($0.06) per share in 2019.
On February 12, 2020, we announced that we will redeem all 5,000 of our outstanding shares of our non-cumulative perpetual preferred stock, Series C, for cash at a redemption price of $100,000 per share (equivalent to $25.00 per depositary share) plus all declared and unpaid dividends. The redemption price will be payable on March 16, 2020, and this redemption will be reflected in our first quarter 2020 results of operations.
Debt Issuances and Redemptions
On November 1, 2019, we issued $1 billion aggregate principal amount of fixed-to-floating rate senior notes due 2025 and $500 million aggregate principal amount of fixed-to-floating rate senior subordinated notes due 2034 in a public offering.
On January 24, 2020, we issued $750 million aggregate principal amount of 2.400% Senior Notes due 2030 in a public offering.
Debt Redemptions
In the fourth quarter of 2019, we completed a cash tender offer for approximately $297 million of our $800 million aggregate principal amount of outstanding floating rate junior subordinated debentures due 2047, resulting in a gain of approximately $44 million.
In the fourth quarter of 2019, we redeemed approximately $50 million of our $150 million aggregate principal amount of outstanding floating rate junior subordinated debentures due 2028.
State Street Corporation | 60
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
This section discusses our consolidated results of operations for 20172019 compared to 2016, as well as 2016 compared to 2015,2018 and should be read in conjunction with the consolidated financial statements and accompanying condensed notes to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Total Revenue
| | TABLE 2: TOTAL REVENUE | | | Years Ended December 31, | | % Change 2017 vs. 2016 | | % Change 2016 vs. 2015 | Years Ended December 31, | | % Change 2019 vs. 2018 | | % Change 2018 vs. 2017 |
| (Dollars in millions) | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 | |
| Fee revenue: | | | | | | | | | | | | | | | | | | |
| Servicing fees | $ | 5,365 |
| | $ | 5,073 |
| | $ | 5,153 |
| | 6 | % | | (2 | )% | $ | 5,074 |
| | $ | 5,421 |
| | $ | 5,365 |
| | (6 | )% | | 1 | % |
Management fees | 1,616 |
| | 1,292 |
| | 1,174 |
| | 25 |
| | 10 |
| 1,771 |
| | 1,851 |
| | 1,616 |
| | (4 | ) | | 15 |
|
| Trading services: | | | | | | | | |
|
| |
| Foreign exchange trading | 641 |
| | 654 |
| | 690 |
| | (2 | ) | | (5 | ) | |
| Brokerage and other trading services | 430 |
| | 445 |
| | 456 |
| | (3 | ) | | (2 | ) | |
| Total trading services | 1,071 |
| | 1,099 |
| | 1,146 |
| | (3 | ) | | (4 | ) | |
Foreign exchange trading services(2) | | 1,111 |
| | 1,201 |
| | 1,071 |
| | (7 | ) | | 12 |
|
| Securities finance | 606 |
| | 562 |
| | 496 |
| | 8 |
| | 13 |
| 471 |
| | 543 |
| | 606 |
| | (13 | ) | | (10 | ) |
| Processing fees and other | 247 |
| | 90 |
| | 309 |
| | 174 |
| | (71 | ) | |
| Total fee revenue | 8,905 |
| | 8,116 |
| | 8,278 |
| | 10 |
| | (2 | ) | |
Software and processing fees(2) | | 720 |
| | 438 |
| | 343 |
| | 64 |
| | 28 |
|
Total fee revenue(2) | | 9,147 |
| | 9,454 |
| | 9,001 |
| | (3 | ) | | 5 |
|
| Net interest income: | Net interest income: | | | | | | | |
|
| | | | | | |
| |
|
|
| Interest income | 2,908 |
| | 2,512 |
| | 2,488 |
| | 16 |
| | 1 |
| 3,941 |
| | 3,662 |
| | 2,908 |
| | 8 |
| | 26 |
|
| Interest expense | 604 |
| | 428 |
| | 400 |
| | 41 |
| | 7 |
| 1,375 |
| | 991 |
| | 604 |
| | 39 |
| | 64 |
|
| Net interest income | 2,304 |
| | 2,084 |
| | 2,088 |
| | 11 |
| | — |
| 2,566 |
| | 2,671 |
| | 2,304 |
| | (4 | ) | | 16 |
|
| Other income: | | | | | | | | | | |
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | | nm |
| | nm |
| (1 | ) | | 9 |
| | (39 | ) | | nm |
| | nm |
|
| Other income | | 44 |
| | (3 | ) | | — |
| | nm |
| | nm |
|
| Total other income | | 43 |
| — |
| 6 |
| — |
| (39 | ) | | nm |
| | nm |
|
Total revenue | $ | 11,170 |
| | $ | 10,207 |
| | $ | 10,360 |
| | 9 |
| | (1 | ) | $ | 11,756 |
| | $ | 12,131 |
| | $ | 11,266 |
| | (3 | ) | | 8 |
|
(1) The revenue recognition standard impact was approximately $319 million in total revenue for 2018, including approximately $190 million in management fees, $58 million in foreign exchange trading services and $71 million across all other revenue lines.
(2) CRD contributed approximately $385 million in total revenue in 2019, including approximately $370 million in software and processing fees and $15 million in brokerage and other trading services within foreign exchange trading services. CRD contributed approximately $119 million in total revenue in 2018, including approximately $114 million in software and processing fees and $5 million in brokerage and other trading services within foreign exchange trading services.
nm Not meaningful
State Street Corporation | 61
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Fee Revenue
Table 2: Total Revenue, provides the breakout of fee revenue for the years ended December 31, 2017, 20162019, 2018 and 2015.
2017. Servicing and management fees collectively made up approximately 75%, 77% and 78% of the total fee revenue in both2019, 2018 and 2017, and 2016 compared to approximately 76% in 2015. The level of these fees is influencedrespectively.
Servicing Fee Revenue
Generally, our servicing fee revenues are affected by several factors including changes in market valuations, client activity and asset flows, net new business and the manner in which we price our services. We provide a range of services to our clients, including core custody services, accounting, reporting and administration and middle office services, and the nature and mix of services provided affects our servicing fees. The basis for fees will differ across regions and volumeclients. On average and over time, approximately 55% of our AUCA and our AUM, the value and type of securities positions held (with respectservicing fee revenues have been variable due to assets under custody), the volume of portfolio transactions, and the types of products and services used by our clients, and is generally affected by changes in worldwide equity and fixed-income securityasset valuations and trends in market asset class preferences.
Generally, servicing fees are affected byincluding changes in daily average valuations of AUCA. Additional factors, such asAUC/A; another 15% of our servicing fees are impacted by the relativevolume of activity in the funds we serve; and the remaining 30% of our servicing fees tend not to be variable in nature nor impacted by market fluctuations or values.
Changes in Market Valuations
Our servicing fee revenue is impacted by both our levels and the geographic and product mix of assets serviced,our AUC/A. Increases or decreases in market valuations have a corresponding impact on the level of our AUC/A and servicing fee revenues, though the degree of impact will vary depending on asset types and classes and geography of assets held within our clients’ portfolios.
Over the five years ended December 31, 2019, we estimate that worldwide market valuations impacted our servicing fee revenues by approximately (2)% to 5% annually and approximately 0% and 2% in 2019 and 2018, respectively. See Table 3: Daily Averages, Month-End Averages and Year-End Equity Indices for selected indices. While the specific indices presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and the performance of associated relevant indices and of client portfolios can therefore differ from the performance of the indices presented. In addition, our asset classifications may differ from those industry classifications presented.
We estimate, using relevant information as of December 31, 2019 and assuming that all other factors remain constant, that:
A 10% increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 3%; and
| |
| • | A 10% increase or decrease in worldwide fixed income valuations, on a weighted average basis, over the relevant periods for which our servicing fees are calculated, would result in a corresponding change in our total servicing fee revenues, on average and over time, of approximately 1%. |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
TABLE 3: DAILY AVERAGES, MONTH-END AVERAGES AND YEAR-END EQUITY INDICES(1) |
| | Daily Averages of Indices | | Month-End Averages of Indices | | Year-End Indices |
| | Years Ended December 31, | | Years Ended December 31, | | Years Ended December 31, |
| | 2019 | | 2018 | | % Change | | 2019 | | 2018 | | % Change | | 2019 | | 2018 | | % Change |
S&P 500® | 2,913 |
| | 2,746 |
| | 6 | % | | 2,938 |
| | 2,738 |
| | 7 | % | | 3,231 |
| | 2,507 |
| | 29 | % |
MSCI EAFE® | 1,892 |
| | 1,965 |
| | (4 | ) | | 1,903 |
| | 1,957 |
| | (3 | ) | | 2,037 |
| | 1,720 |
| | 18 |
|
MSCI® Emerging Markets
| 1,036 |
| | 1,093 |
| | (5 | ) | | 1,043 |
| | 1,090 |
| | (4 | ) | | 1,115 |
| | 966 |
| | 15 |
|
(1) The index names listed in the table are service marks of their respective owners.
NA Not applicable
|
| | | | | | | | |
TABLE 4: YEAR-END DEBT INDICES(1) |
| | As of December 31, |
| | 2019 | | 2018 | | % Change |
Barclays Capital U.S. Aggregate Bond Index® | 2,225 |
| | 2,047 |
| | 9 | % |
Barclays Capital Global Aggregate Bond Index® | 512 |
| | 479 |
| | 7 |
|
(1) The index names listed in the table are service marks of their respective owners.
State Street Corporation | 62
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Client Activity and Asset Flows
Client activity and asset flows are impacted by the number of transactions we execute on behalf of our clients, including FX settlements, equity and derivative trades, and wire transfer activity, as well as actions by our clients to change the asset class in which their assets are invested. Our servicing fee revenues are impacted by a number of factors, including transaction volumes, changesasset levels and asset classes in service level,which funds are invested, as well as industry trends associated with these client-related activities.
Our clients may change the asset classes in which their assets are invested, based on their market outlook, risk acceptance tolerance or other considerations. Over the five years ended December 31, 2019, we estimate that client activity and asset flows, together, impacted our servicing fee revenues by approximately (1)% to 2% annually and approximately (1)% and 1% in 2019 and 2018, respectively. See Table 5: Industry Asset Flows for selected asset flow information. While the asset flows presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and our flows may differ from those market trends. In addition, our asset classifications may differ from those industry classifications presented.
|
| | | | | | | |
| TABLE 5: INDUSTRY ASSET FLOWS |
| | Years Ended December 31, |
| (In billions) | 2019 | | 2018 |
North America - ICI Market Data(1)(2)(3) | | | |
Long-Term Funds(4) | $ | (95.6 | ) | | $ | (349.6 | ) |
| Money Market | 584.4 |
| | 119.8 |
|
| Exchange-Traded Fund | 328.2 |
| | 310.9 |
|
| Total ICI Flows | $ | 817.0 |
| | $ | 81.1 |
|
| | | | |
Europe - Broadridge Market Data(1)(5)(6) | | | |
Long-Term Funds(4) | $ | 188.8 |
| | $ | (52.1 | ) |
| Money Market | 54.9 |
| | 12.4 |
|
| Total Broadridge Flows | $ | 243.7 |
| | $ | (39.7 | ) |
(1) Industry data is provided for illustrative purposes only and is not intended to reflect our activity or its clients' activity.
(2) Source: Investment Company Institute. Investment Company Institute (ICI) data includes funds not registered under the Investment Company Act of 1940. Mutual fund data represents estimates of net new cash flow, which is new sales minus redemptions combined with net exchanges, while ETF data represents net issuance, which is gross issuance less gross redemptions. Data for mutual funds that invest primarily in other mutual funds and ETFs that invest primarily in other ETFs were excluded from the series. ICI classifies mutual funds and ETFs based on language in the fund prospectus.
(3) The year ended December 31, 2019 data includes ICI actuals for January 2019 through November 2019 and ICI estimates for December 2019.
(4) The long-term fund flows reported by ICI are composed of North America Market flows mainly in Equities, Hybrids and Fixed-Income Asset Classes. The long-term fund flows reported by Broadridge are composed of the European, Middle-Eastern, and African market flows mainly in Equities, Fixed-Income and Multi Asset Classes.
(5) Source: © Copyright 2019, Broadridge Financial Solutions, Inc.Funds of funds have been excluded from Broadridge data (to avoid double counting). Therefore, a market total is the sum of all the investment categories excluding the three funds of funds categories (in-house, ex-house and hedge). ETFs are included in Broadridge’s database on mutual funds, but this excludes exchange-traded commodity products that are not mutual funds.
(6) The year ended December 31, 2019 data is on a rolling twelve month basis for December 2018 through November 2019 for EMEA (Copyright 2019 Broadridge Financial Solutions, Inc.).
Pricing
The industry in which we operate has historically faced pricing pressure, and our servicing fee revenues are also affected by such pressures today. Consequently, no assumption should be drawn as to future revenue run rate from announced servicing wins, as the amount of revenue associated with AUC/A can vary materially. On average, over the five years ended December 31, 2019, we estimate that pricing pressure with respect to existing clients has impacted our servicing fees by approximately (2)% annually, with the impact ranging from (1)% to (4)% in any given year, and approximately (4)% in both 2019 and 2018. Pricing concessions can be a part of a contract renegotiation with a client including terms that may benefit us, such as extending the terms of our relationship with the client, expanding the scope of services that we provide or reducing our dependency on manual processes through the standardization of the services we provide. The timing of the impact of additional revenue generated by anticipated additional services, and the amount of revenue generated, may differ from the impact of pricing concessions on existing services due to the necessary time required to onboard those new services, the nature of those services provided, balance credits,and client minimum balances, pricing concessions,investment practices. These same market pressures also impact the geographical location infees we negotiate when we win business from new clients.
Net New Business
Over the five years ended December 31, 2019, net new business, which services are providedincludes business both won and other factors, may have a significant effect onlost, has affected our servicing fee revenue.revenues by approximately 2% on average with a range of 0% to 3% annually and approximately 0% and 1% in 2019 and 2018, respectively, inclusive of a client transition.
New business impacting servicing fees can include: custody; product and participant level accounting; daily valuation and administration; record-keeping; cash management; and other services. Revenues associated with new servicing mandates may vary based on the breadth of services provided, the time required to install the assets, and the types of assets installed.
Management Fee Revenue
Management fees generally are affected by changes inour level of AUM, which we report based on month-end valuations of AUM.valuations. Management fees for certain components of managed assets, such as ETFs, mutual funds and UCITS, are affected by daily average valuations of AUM. Management fee revenue is more sensitive to market valuations than servicing fee revenue, as a higher proportion of the underlying services provided, and the associated management fees earned, are dependent on equity and fixed-income security valuations. Additional factors, such as the relative mix of assets managed, may have a significant effect on our
State Street Corporation | 63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
management fee revenue. While certain management fees are directly determined by the values of AUM and the investment strategies employed, management fees may reflect other factors, including performance fee arrangements, as well as our relationship pricing for clients using multiple services.clients.
Asset-based management fees for activelypassively managed products, to which our AUM is currently primarily weighted, are generally charged at a higher percentagelower fee of AUM than for passiveactively managed products. Actively managed products may also include performance fee arrangements which are recorded when the fee is earned, based on predetermined benchmarks associated with the applicable fund’saccount's performance.
In light of the above, we estimate, using relevant information as of December 31, 20172019 and assuming that all other factors remain constant, including the impact of business won and lost and client flows, that:
A 10% increase or decrease in worldwide equity valuations, on a weighted average basis, over the relevant periods for which our servicing and management fees are calculated, would result in a corresponding change in our total servicing and management fee revenues, on average and over time, of approximately 3%5%; and
A 10% increase or decrease in worldwide fixed income markets, on a weighted average basis, over the relevant periods for which our servicing and management fees are calculated, would result in a corresponding change in our total servicing and management fee revenues of approximately 1%.
State Street Corporation | 56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
See Table 3: Daily, Month-End and Year-End Equity Indices and Table 4: Year-End Debt Indices, for selected indices. While the specific indices presented are indicative of general market trends, the asset types and classes relevant to individual client portfolios can and do differ, and the performance of associated relevant indices can therefore differ from the performance of the indices presented. | |
| • | A 10% increase or decrease in worldwide fixed-income valuations, on a weighted average basis, over the relevant periods for which our management fees are calculated, would result in a corresponding change in our total management fee revenues, on average and over time, of approximately 4%. |
Daily averages, month-end averages and year-
endyear-end indices demonstrate worldwide changes in equity and debt markets that affect our servicing and management fee revenue. Year-end indices affect the values of AUCA and AUM as of those dates. See Table 3: Daily Averages, Month-End Averages and Year-End Equity Indices for selected indices.
Further discussion ofAdditional information about fee revenue is provided under Line"Line of Business InformationInformation" included in this Management's Discussion and Analysis in this Form 10-K.Analysis.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
TABLE 3: DAILY, MONTH-END AND YEAR-END EQUITY INDICES(1) |
| | Daily Averages of Indices | | Averages of Month-End Indices | | Year-End Indices |
| | Years Ended December 31, | | Years Ended December 31, | | Years Ended December 31, |
| | 2017 | | 2016 | | % Change | | 2017 | | 2016 | | % Change | | 2017 | | 2016 | | % Change |
S&P 500® | 2,449 |
| | 2,095 |
| | 17 | % | | 2,465 |
| | 2,106 |
| | 17 | % | | 2,674 |
| | 2,239 |
| | 19 | % |
MSCI EAFE® | 1,886 |
| | 1,645 |
| | 15 |
| | 1,900 |
| | 1,652 |
| | 15 |
| | 2,051 |
| | 1,684 |
| | 22 |
|
MSCI® Emerging Markets | 1,028 |
| | 835 |
| | 23 |
| | 1,036 |
| | 842 |
| | 23 |
| | 1,158 |
| | 862 |
| | 34 |
|
HFRI Asset Weighted Composite® | NA |
| | NA |
| | NA |
| | 1,352 |
| | 1,264 |
| | 7 |
| | 1,389 |
| | 1,305 |
| | 6 |
|
(1) The index names listed in the table are service marks of their respective owners.
NA Not applicable
|
| | | | | | | | |
TABLE 4: YEAR-END DEBT INDICES(1) |
| | As of December 31, |
| | 2017 | | 2016 | | % Change |
Barclays Capital U.S. Aggregate Bond Index® | 2,046 |
| | 1,976 |
| | 4 | % |
Barclays Capital Global Aggregate Bond Index® | 485 |
| | 451 |
| | 8 |
|
(1) The index names listed in the table are service marks of their respective owners.
Net Interest Income
See Table 2: Total Revenue, for the breakout of interest income and interest expense for the years ended December 31, 2017, 20162019, 2018 and 2015. NII was $2,304 million for 2017 compared to $2,084 million and $2,088 million for 2016 and 2015, respectively.2017.
NII is defined as interest income earned on interest-earning assets less interest expense incurred on interest-bearing liabilities. Interest-earning assets, which principally consist of investment securities, interest-bearing deposits with banks, repurchaseresale agreements, loans and leases and other liquid assets, are financed primarily by client deposits, short-term borrowings and long-term debt.
NIM represents the relationship between annualized fully taxable-equivalentFTE NII and average total interest-earning
assets for the period. It is calculated by dividing fully taxable-equivalentFTE NII by average interest-earning assets. Revenue that is exempt from income taxes, mainly that earned from certain investment securities (state and political subdivisions), is adjusted to a fully taxable-equivalentFTE basis using the U.S. federal and state statutory income tax rates.
NII on a FTE basis decreased in 2019 compared to 2018, primarily due to lower long-end U.S. market rates and lower average non-interest bearing deposit balances, partially offset by FICC expansion and higher core loan and investment securities balances. Investment securities net premium amortization, which is included in interest income, was $434 million in 2019 compared to $391 million in 2018 and $364 million in 2017, primarily related to higher MBS premium amortization.
Interest income related to debt securities is recognized in our consolidated statement of income using the effective interest method, or on a basis approximating a level rate of return over the contractual or estimated life of the security. The rate of return considers any non-refundable fees or costs, as well as purchase premiums or discounts, resulting in amortization or accretion, accordingly. The amortization of premiums and accretion of discounts are adjusted for prepayments when they occur, such that the level rate of return remains constant throughout the contractual life of the security.
The following table presents the investment securities amortizable purchase premium net of discount accretion for the periods indicated: |
| | | | | | | | | | | |
| TABLE 6: INVESTMENT SECURITIES NET PREMIUM AMORTIZATION |
| | Years Ended December 31, |
| (Dollars in millions) | 2019 | | 2018 | | 2017 |
| Unamortized premiums, net of discounts at period end | $ | 1,585 |
| | $ | 1,575 |
| | $ | 2,249 |
|
| Net premium amortization | 434 |
| | 391 |
| | 364 |
|
| Investment securities duration (years) | 2.7 |
| | 3.1 |
| | 2.7 |
|
State Street Corporation | 5764
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 5: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| (Dollars in millions; fully taxable-equivalent basis) | Average Balance | | Interest Revenue/ Expense | | Rate | | Average Balance | | Interest Revenue/ Expense | | Rate | | Average
Balance | | Interest
Revenue/
Expense | | Rate |
| Interest-bearing deposits with banks | $ | 47,514 |
| | $ | 180 |
| | .38 | % | | $ | 53,091 |
| | $ | 126 |
| | .24 | % | | $ | 69,753 |
| | $ | 208 |
| | .30 | % |
Securities purchased under resale agreements(1)
| 2,131 |
| | 264 |
| | 12.38 |
| | 2,558 |
| | 146 |
| | 5.70 |
| | 3,233 |
| | 62 |
| | 1.92 |
|
| Trading account assets | 1,011 |
| | (1 | ) | | (.12 | ) | | 921 |
| | — |
| | — |
| | 1,194 |
| | 1 |
| | .08 |
|
| Investment securities | 95,779 |
| | 1,891 |
| | 1.97 |
| | 100,738 |
| | 1,962 |
| | 1.95 |
| | 105,611 |
| | 2,069 |
| | 1.96 |
|
| Loans and leases | 21,916 |
| | 519 |
| | 2.37 |
| | 19,013 |
| | 384 |
| | 2.02 |
| | 17,948 |
| | 311 |
| | 1.73 |
|
| Other interest-earning assets | 22,884 |
| | 222 |
| | .97 |
| | 22,863 |
| | 61 |
| | .27 |
| | 22,717 |
| | 10 |
| | .04 |
|
| Average total interest-earning assets | $ | 191,235 |
| | $ | 3,075 |
| | 1.61 |
| | $ | 199,184 |
| | $ | 2,679 |
| | 1.34 |
| | $ | 220,456 |
|
| $ | 2,661 |
| | 1.21 |
|
| Interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| U.S. | $ | 30,623 |
| | $ | 96 |
| | .31 | % | | $ | 30,107 |
| | $ | 132 |
| | .44 | % | | $ | 30,819 |
| | $ | 51 |
| | .16 | % |
Non-U.S.(2) | 91,937 |
| | 67 |
| | .07 |
| | 95,551 |
| | (47 | ) | | (.05 | ) | | 102,491 |
| | 46 |
| | .05 |
|
Total interest-bearing deposits(2) | 122,560 |
| | 163 |
| | .13 |
| | 125,658 |
| | 85 |
| | .07 |
| | 133,310 |
| | 97 |
| | .07 |
|
| Securities sold under repurchase agreements | 3,683 |
| | 2 |
| | .05 |
| | 4,113 |
| | 1 |
| | .02 |
| | 8,875 |
| | 1 |
| | .01 |
|
| Federal funds purchased | — |
| | — |
| | — |
| | 31 |
| | — |
| | — |
| | 21 |
| | — |
| | — |
|
| Other short-term borrowings | 1,313 |
| | 10 |
| | .80 |
| | 1,666 |
| | 7 |
| | .40 |
| | 3,826 |
| | 6 |
| | .15 |
|
| Long-term debt | 11,595 |
| | 308 |
| | 2.66 |
| | 11,401 |
| | 260 |
| | 2.29 |
| | 10,301 |
| | 250 |
| | 2.43 |
|
| Other interest-bearing liabilities | 4,607 |
| | 121 |
| | 2.63 |
| | 5,394 |
| | 75 |
| | 1.39 |
| | 6,471 |
| | 46 |
| | .71 |
|
| Average total interest-bearing liabilities | $ | 143,758 |
| | $ | 604 |
| | .42 |
| | $ | 148,263 |
| | $ | 428 |
| | .29 |
| | $ | 162,804 |
| | $ | 400 |
| | .25 |
|
| Interest-rate spread | | | | | 1.19 | % | | | | | | 1.05 | % | | | | | | .96 | % |
| Net interest income—fully taxable-equivalent basis | | | $ | 2,471 |
| | | | | | $ | 2,251 |
| | | | | | $ | 2,261 |
| | |
| Net interest margin—fully taxable-equivalent basis | | | | | 1.29 | % | | | | | | 1.13 | % | | | | | | 1.03 | % |
| Tax-equivalent adjustment | | | (167 | ) | | | | | | (167 | ) | | | | | | (173 | ) | | |
| Net interest income—GAAP basis | | | $ | 2,304 |
| | | | | | $ | 2,084 |
| | | | | | $ | 2,088 |
| | |
(1) Reflects the impact of balance sheet netting under enforceable netting agreements of approximately $31 billion, $30 billion and $30 billion for the years ended December 31, 2017, 2016 and 2015, respectively. Excluding the impact of netting, the average interest rates would be approximately 0.79%, 0.43% and 0.19% for the years ended December 31, 2017, 2016 and 2015, respectively.
(2) Average rate includes the impact of FX swap expense of approximately $141 million, $27 million and $44 million for the years ended December 31, 2017, 2016 and 2015, respectively. Average rates for total interest-bearing deposits excluding the impact of FX swap expense were 0.02%, 0.04% and 0.04% for the years ended December 31, 2017, 2016 and 2015, respectively.
See Table 5:7: Average Balances and Interest Rates - Fully Taxable-Equivalent Basis, for the breakout of NII on a fully taxable-equivalentFTE basis for the years ended December 31, 2017, 20162019, 2018 and 2015. NII2017.
|
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TABLE 7: AVERAGE BALANCES AND INTEREST RATES - FULLY TAXABLE-EQUIVALENT BASIS(1) |
| | Years Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| (Dollars in millions; fully taxable-equivalent basis) | Average Balance | | Interest Revenue/Expense | | Rate | | Average Balance | | Interest Revenue/Expense | | Rate | | Average
Balance | | Interest
Revenue/
Expense | | Rate |
| Interest-bearing deposits with banks | $ | 48,500 |
| | $ | 416 |
| | .86 | % | | $ | 54,328 |
| | $ | 387 |
| | .71 | % | | $ | 47,514 |
| | $ | 180 |
| | .38 | % |
Securities purchased under resale agreements(2) | 2,506 |
| | 364 |
| | 14.54 |
| | 2,901 |
| | 335 |
| | 11.55 |
| | 2,131 |
| | 264 |
| | 12.38 |
|
| Trading account assets | 884 |
| | 1 |
| | .11 |
| | 1,051 |
| | — |
| | — |
| | 1,011 |
| | (1 | ) | | (.12 | ) |
| Investment securities | 91,768 |
| | 2,009 |
| | 2.19 |
| | 88,070 |
| | 1,927 |
| | 2.19 |
| | 95,779 |
| | 1,891 |
| | 1.97 |
|
| Loans and leases | 24,073 |
| | 775 |
| | 3.22 |
| | 23,573 |
| | 698 |
| | 2.96 |
| | 21,916 |
| | 519 |
| | 2.37 |
|
| Other interest-earning assets | 14,160 |
| | 395 |
| | 2.79 |
| | 15,714 |
| | 372 |
| | 2.37 |
| | 22,884 |
| | 222 |
| | .97 |
|
| Average total interest-earning assets | $ | 181,891 |
| | $ | 3,960 |
| | 2.18 |
| | $ | 185,637 |
| | $ | 3,719 |
| | 2.00 |
| | $ | 191,235 |
|
| $ | 3,075 |
| | 1.61 |
|
| Interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| U.S. | $ | 67,547 |
| | $ | 539 |
| | .80 | % | | $ | 54,953 |
| | $ | 256 |
| | .47 | % | | $ | 30,623 |
| | $ | 96 |
| | .31 | % |
Non-U.S.(3) | 61,301 |
| | 124 |
| | .20 |
| | 70,623 |
| | 107 |
| | .15 |
| | 91,937 |
| | 67 |
| | .07 |
|
Total interest-bearing deposits(3)(4) | 128,848 |
| | 663 |
| | .51 |
| | 125,576 |
| | 363 |
| | .29 |
| | 122,560 |
| | 163 |
| | .13 |
|
| Securities sold under repurchase agreements | 1,616 |
| | 31 |
| | 1.90 |
| | 2,048 |
| | 13 |
| | .62 |
| | 3,683 |
| | 2 |
| | .05 |
|
| Other short-term borrowings | 1,524 |
| | 21 |
| | 1.37 |
| | 1,327 |
| | 17 |
| | 1.28 |
| | 1,313 |
| | 10 |
| | .80 |
|
| Long-term debt | 11,474 |
| | 414 |
| | 3.61 |
| | 10,686 |
| | 389 |
| | 3.64 |
| | 11,595 |
| | 308 |
| | 2.66 |
|
| Other interest-bearing liabilities | 4,103 |
| | 246 |
| | 6.00 |
| | 4,956 |
| | 209 |
| | 4.20 |
| | 4,607 |
| | 121 |
| | 2.63 |
|
| Average total interest-bearing liabilities | $ | 147,565 |
| | $ | 1,375 |
| | .93 |
| | $ | 144,593 |
| | $ | 991 |
| | .68 |
| | $ | 143,758 |
| | $ | 604 |
| | .42 |
|
| Interest rate spread | | | | | 1.25 | % | | | | | | 1.32 | % | |
|
| | | | 1.19 | % |
| Net interest income, fully taxable-equivalent basis | | | $ | 2,585 |
| | | | | | $ | 2,728 |
| | | | | | $ | 2,471 |
| | |
| Net interest margin, fully taxable-equivalent basis | | | | | 1.42 | % | | | | | | 1.47 | % | | | | | | 1.29 | % |
| Tax-equivalent adjustment | | | (19 | ) | | | | | | (57 | ) | | | | | | (167 | ) | | |
| Net interest income, GAAP basis | | | $ | 2,566 |
| | | | | | $ | 2,671 |
| | | | | | $ | 2,304 |
| | |
(1) Rates earned/paid on a fully taxable-equivalent basis increased in 2017 compared to 2016, as benefits due to higher U.S. market interest rates, disciplined liability pricinginterest-earning assets and loan portfolio growth, partially offset by a smaller balance sheet. Average balances in 2017 reflect management actions to reduceinterest-bearing liabilities include the usage of wholesale certificates of deposit (CDs) on our balance sheet. Average interest-bearing and noninterest-bearing deposits were approximately $6.71 billion lower in 2017 compared to 2016, primarily due to a $9.64 billion reduction in wholesale CDs, partially offset by an increase in client deposits.
We recorded aggregate discount accretion in interest income of approximately $19 million in 2017, respectively, related to the assets we consolidated onto our balance sheet in 2009 from our asset-backed commercial paper conduits. Assuming that we hold the former conduit securities remaining in our investment portfolio until they mature or are sold, we expect to generate aggregate discount accretion in
future periods of approximately $123 million over their remaining terms.
The timing and ultimate recognition of any applicable discount accretion depends, in part, on factors that are outside of our control, including anticipated prepayment speeds and credit quality. The impact of these factors is uncertain and can be significantly influenced by general economic and financial market conditions. The timing and recognition of any applicable discount accretion can also be influenced by or ongoing management of the risks and other characteristicshedge activities associated with our investment securities portfolio, including salesasset and liability management activities where applicable.
(2) Reflects the impact of securities whichbalance sheet netting under enforceable netting agreements of approximately $86.67 billion, $35.74 billion and $31.15 billion for the years ended December 31, 2019, 2018 and 2017, respectively. Excluding the impact of netting, the average interest rates would otherwise generate interest revenue through accretion.be approximately 0.41%, 0.87% and 0.79% for the years ended December 31, 2019, 2018 and 2017, respectively.
(3) Average rate includes the impact of FX swap costs of approximately $153 million, $106 million and $141 million for the years ended December 31, 2019, 2018 and 2017, respectively. Average rates for total interest-bearing deposits excluding the impact of FX swap costs were 0.40%, 0.20% and 0.02% for the years ended December 31, 2019, 2018 and 2017, respectively.
(4) Total deposits averaged $158.26 billion compared to $161.41 billion and $163.81 billion for 2018 and 2017, respectively.
Changes in the components of interest-earning assets and interest-bearing liabilities are discussed in more detail below. Additional information about the components of interest income and interest expense is provided in Note 17 to the consolidated financial statements included in this Form 10-K.
Average total interest-earning assets were $7.95 billion lower in 2017 compared to 2016, primarily driven by lower levels of wholesale CDs and
State Street Corporation | 5865
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
corresponding reductionsAverage total interest-earning assets were $181.89 billion in interest-bearing deposits with banks and investment securities.2019 compared to $185.64 billion in 2018. The decrease is primarily driven by lower average total client deposits.
Interest-bearing deposits with banks averaged $47.51$48.50 billion in 20172019 compared to $53.09$54.33 billion in 2016.2018. These deposits primarily reflect our maintenance of cash balances at the Federal Reserve, the ECBEuropean Central Bank (ECB) and other non-U.S. central banks. The lower levels of average cash balances with central banks reflect lower levels of client deposits and an increase in the investment portfolio.
Securities purchased under resale agreements averaged $2.13$2.51 billion in 20172019 compared to $2.56$2.90 billion in 2016, which reflects2018. While the on-balance sheet amount has remained relatively stable, the impact of balance sheet netting under enforceable netting agreements of approximately $31increased to $86.67 billion and $30on average in 2019, respectively, compared to $35.74 billion for 2017 and 2016, respectively.in 2018. We maintain an agreement with Fixed Income Clearing Corporation (FICC), a clearing organization that enables us to net all securities sold under repurchase agreements against those purchased under resale agreements with counterparties that are also members of the clearing organization.
Investment securities averaged $95.78 billion in 2017 compared to $100.74 billion in 2016. The decrease in average investment securities was driven by a reduction in U.S. Treasury securities and continued investment in loans and leases.
Loans and leases averaged $21.92 billion in 2017 compared to $19.01 billion in 2016. The increase in average loansbalance sheet netting, in 2019 compared to 2018, is primarily due to the expansion of our FICC program and leases resulted from growth in loans to municipalities, hedge fund collateralized lending, mutual fund lending,new client activity.
We have been a netting and continued investment in senior secured loans. Loans and leases also includes U.S. and non-U.S. overdrafts, which provide liquidity to clients in support of investment activities. Average U.S. and non-U.S. overdrafts remained relatively stable in 2017 at $2.26 billion and $1.46 billion, respectively, from $2.28 billion and $1.36 billion in 2016.
Average other interest-earning assets remained relatively stable with $22.88 billionsponsoring member within FICC since 2005. FICC expanded the service in 2017, and $22.86since then, we have increased our participation. We enter into repurchase and resale transactions in eligible securities with sponsored clients and with other FICC members and, pursuant to FICC Government Securities Division rules, submit, novate and net the transactions. We may sponsor clients to clear their eligible repurchase transactions with FICC, backed by our guarantee to FICC of the prompt and full payment and performance of our sponsored member clients’ respective obligations. We obtain a security interest from our sponsored clients in the high quality securities collateral that they receive, which is designed to mitigate our potential exposure to FICC.
Average investment securities increased to $91.77 billion in 2016. Our average2019 from $88.07 billion in 2018 primarily driven by increased investment in MBS.
Loans averaged $24.07 billion in 2019 compared to $23.57 billion in 2018. Average core loans, which exclude overdrafts, averaged $19.95 billion in 2019 compared to $18.65 billion in 2018.
Average other interest-earning assets, largely associated with our enhanced custody business, comprised approximately 12%decreased to $14.16 billion in 2019 from $15.71 billion in 2018, primarily driven by a reduction in the level of our average total assets in 2017 and 2016. The enhancedcash collateral posted. Enhanced custody business is our securities financing business where we act as principal with respect to our custody clients and generate
securities finance revenue. The NII earned on these transactions is generally lower than the interest earned on other alternative investments.
Aggregate average U.S. and non-U.S.total interest-bearing deposits decreasedincreased to $122.56$128.85 billion in 20172019 from $125.66$125.58 billion in 2016. The lower levels in 2017 compared to the prior year period were2018. Average U.S. interest-bearing deposits increased as a result of higher U.S.a gradual shift from non-interest bearing deposits and non-U.S. interest bearing clientnew deposit levels during the year, offset by management actions to reduce wholesale CDs. In 2017, a full year average of $3.62 billion of non-U.S. interest-bearing deposits was transferred to U.S. interest bearing
deposits.initiatives. Future deposit levels will be influenced by the underlying asset servicing business, client depositbehavior and market conditions, including the general levels of U.S. and non-U.S. interest rates.
Average other short-term borrowings, declinedtypically associated with our tax-exempt investment program, increased to $1.31$1.52 billion in 20172019 from $1.67$1.33 billion in 2016, as bonds matured in the tax-exempt investment program.2018.
Average long-term debt was $11.60$11.47 billion in 2017,2019 compared to $11.40$10.69 billion in 2016.2018. These amounts reflect issuances, redemptions and maturities of senior debt partially offset by maturities, during the respective periods.periods, including the issuance of $1.0 billion of senior debt and $500 million of subordinated debt in November 2019.
Average other interest-bearing liabilities were $4.61$4.10 billion in 20172019 compared to $5.39$4.96 billion in 2016.2018. Other interest-bearing liabilities primarily reflect our level of cash collateral received from clients in connection with our enhanced custody business, which is presented on a net basis where we have enforceable netting agreements.
Several factors could affect future levels of NII and NIM, including the volume and mix of client liabilities; actions of variousdeposits and funding sources; central banks;bank actions; balance sheet management activities; changes in the level and slope of U.S. and non-U.S. interest rates and the slope of various yield curves around the world;rates; revised or proposed regulatory capital or liquidity standards, or interpretations of those standards; the amount of discount accretion generated by the former conduit securities that remain in our investment securities portfolio; the yields earned on securities purchased compared to the yields earned on securities sold or matured;matured and changes in the type and amount of credit or other loans we extend; and changes in our enhanced custody business.extend.
Based on market conditions and other factors, including regulatory standards, we continue to reinvest the majority of the proceeds from pay-downs and maturities of investment securities in highly-rated U.S. and non-U.S. securities, such as federal agency MBS, sovereign debt securities and U.S. Treasury and agency securities, municipal securities, federal agency MBS and U.S. and non-U.S. mortgage- and ABS.securities. The pace at which we continue to reinvest and the types of investment securities purchased will depend on the impact of market conditions, the implementation of regulatory standards, including interpretation of those standards and other factors over time. We expect these factors and the levels of global interest rates to influence what effectimpact our reinvestment program will have onand future levels of our NII and NIM.
State Street Corporation | 66
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Provision for Loan Losses
We recorded a provision for loan losses of $10 million in 2019 compared to $15 million in 2018 and $2 million in 2017 compared to $10 million in 2016 and $12 million in 2015. The provisions in these periods were recorded in connection with our exposure to non-investment grade borrowers composed of senior secured loans, which we purchased in connection with our participation in loan syndications in the non-
State Street Corporation | 59
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
investment grade lending market.2017. Additional information about these senior secured loans is provided under “Loans and Leases” in "Financial Condition" in this Management's Discussion and Analysis and in Note 4 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Expenses
Table 6:8: Expenses, provides the breakout of expenses for the years ended December 31, 2017, 20162019, 2018 and 2015.2017.
|
| | | | | | | | | | | | | | | | | |
| TABLE 6: EXPENSES |
| | Years Ended December 31, | | % Change 2017
vs.
2016 | | % Change 2016
vs.
2015 |
| (Dollars in millions) | 2017 | | 2016 | | 2015 |
| Compensation and employee benefits | $ | 4,394 |
| | $ | 4,353 |
| | $ | 4,061 |
| | 1 | % | | 7 | % |
| Information systems and communications | 1,167 |
| | 1,105 |
| | 1,022 |
| | 6 |
| | 8 |
|
| Transaction processing services | 838 |
| | 800 |
| | 793 |
| | 5 |
| | 1 |
|
| Occupancy | 461 |
| | 440 |
| | 444 |
| | 5 |
| | (1 | ) |
| Acquisition costs | 21 |
| | 69 |
| | 20 |
| | (70 | ) | | 245 |
|
| Restructuring charges, net | 245 |
| | 140 |
| | 5 |
| | 75 |
| | nm |
|
| Other: | | | | | | | | |
|
|
| Professional services | 340 |
| | 379 |
| | 490 |
| | (10 | ) | | (23 | ) |
| Amortization of other intangible assets | 214 |
| | 207 |
| | 197 |
| | 3 |
| | 5 |
|
| Regulatory fees and assessments | 106 |
| | 82 |
| | 115 |
| | 29 |
| | (29 | ) |
| Other | 483 |
| | 502 |
| | 824 |
| | (4 | ) | | (39 | ) |
| Total other | 1,143 |
| | 1,170 |
| | 1,626 |
| | (2 | ) | | (28 | ) |
| Total expenses | $ | 8,269 |
| | $ | 8,077 |
| | $ | 7,971 |
| | 2 |
| | 1 |
|
| Number of employees at year-end | 36,643 |
| | 33,783 |
| | 32,356 |
| | 8 |
| | 4 |
|
|
| | | | | | | | | | | | | | | | | |
| TABLE 8: EXPENSES |
| | Years Ended December 31, | | % Change 2019 vs. 2018 | | % Change 2018 vs. 2017 |
| (Dollars in millions) | 2019 | | 2018 | | 2017 | | |
Compensation and employee benefits(1) | $ | 4,541 |
| | $ | 4,780 |
| | $ | 4,394 |
| | (5 | )% | | 9 | % |
| Information systems and communications | 1,465 |
| | 1,324 |
| | 1,167 |
| | 11 |
| | 14 |
|
Transaction processing services(2) | 983 |
| | 985 |
| | 838 |
| | — |
| | 18 |
|
| Occupancy | 470 |
| | 500 |
| | 461 |
| | (6 | ) | | 9 |
|
| Acquisition costs | 79 |
| | 31 |
| | 21 |
| | 155 |
| | 48 |
|
| Restructuring charges, net | (2 | ) | | (7 | ) | | 245 |
| | (71 | ) | | nm |
|
Amortization of other intangible assets(1) | 236 |
| | 226 |
| | 214 |
| | 4 |
| | 6 |
|
| Other: | | | | | | | | |
|
|
| Professional services | 321 |
| | 357 |
| | 340 |
| | (10 | ) | | 5 |
|
Other(2) | 941 |
| | 819 |
| | 589 |
| | 15 |
| | 39 |
|
Total other(2) | 1,262 |
| | 1,176 |
| | 929 |
| | 7 |
| | 27 |
|
Total expenses(1) | $ | 9,034 |
| | $ | 9,015 |
| | $ | 8,269 |
| | — |
| | 9 |
|
| Number of employees at year-end | 39,103 |
| | 40,142 |
| | 36,643 |
| | (3 | ) | | 10 |
|
CRD contributed approximately $39 million in total expenses in 2018, including approximately $28 million in compensation and employee benefits and $11 million in other expense lines. In addition, CRD-related expenses in 2018 include $18 million in amortization of other intangible assets.
(2) The revenue recognition standard contributed approximately $319 million in total expenses for 2018, including approximately $183 million in other expenses, $106 million in transaction processing and $30 million across other expense line items.
nmNot meaningful
Compensation and employee benefits expenses increased 1%decreased 5% in 20172019 compared to 2016,2018, primarily duedriven by savings from the process re-engineering and resource discipline savings initiatives under our expense savings program and lower repositioning charges in 2019 compared to increased costs to support new business, annual merit and performance based incentive compensation increases,2018, partially offset by Beacon savings. In December 2016, we recorded a pre-tax charge of $249 million ($161 million after tax) associated with an amendment of the terms of outstanding, previously issued, deferred cash-settled incentive compensation awards for certain employees to remove continued service requirements, thereby accelerating the future expense that would have been recognized over the remaining term of the awards had the continued service requirement not been removed.
Compensation and employee benefits expenses increased 7% in 2016 compared to 2015. The increase was primarily due to the aforementioned acceleration of compensation expenses and the impact of the GEAM business acquired in 2016.CRD acquisition and annual merit increases.
Headcount increased 8% in 2017Total headcount decreased by approximately 3% as of December 31, 2019 compared to 2016. The growthDecember 31, 2018, primarily driven by productivity savings, including a reduction in headcount was primarily within lowin higher cost locations. These increases were driven by strategic initiatives and new business, including the impact of large client lift outs, as well as regulatory initiatives and contractor conversions to full-time employees and partially offset by other reductions from Beacon.
Information systems and communications expenses increased 6%11% in 20172019 compared to 2016. The increases were primarily related to technology infrastructure costs and investments supporting Beacon.
Information systems and communications expenses increased 8% in 2016 compared to 2015.2018. The increase was primarily related to investments supporting new business and Beacon, and the impact of the GEAM business acquiredtechnology infrastructure enhancements.
Transaction processing services expenses remained flat in 2016.2019 compared to 2018.
OtherOccupancy expenses decreased 2%6% in 20172019 compared to 2016,2018, primarily due to lower professional services costs.repositioning charges in 2019 compared to 2018 and the advancement of our global footprint strategy.
Amortization of other intangible assets increased 4% in 2019 compared to 2018, primarily due to the CRD acquisition.
Other expenses decreased 28%increased 7% in 20162019 compared to 2015. The decrease was2018, primarily due to lower litigation-relateddriven by higher legal expenses and higher expenses in 2015 associated with the previously disclosed expense billing matter.
As a systemically important financial institution, we are subject to enhanced supervisionState Street Foundation funding, partially offset by lower professional services, travel, and prudential standards. Our status as a G-SIB has also resulted in heightened prudential and conduct expectations of our U.S. and international regulators with respect to our capital and liquidity management and our compliance and risk oversight programs. These heightened expectations have increased our regulatory compliance costs, including personnel and systems, as well as significant additional implementation and related costs to enhance our regulatory compliance programs. We anticipate that these evolving regulatory compliance requirements and expectations will continue to affect our expenses.insurance costs.
Acquisition Costs
We recorded approximately $79 million of acquisition costs in 2019 compared to $31 million in 2018, related to our acquisition of $21 million, $69 millionCRD, and $20$21 million in 2017 2016 and 2015, respectively. In 2017, all such costs related to our acquisition of the GEAM business. As we integrate CRD into our business, on July 1, 2016.we expect to incur a total of approximately $200 million of acquisition costs, including merger and integration costs, through 2021, out of which $110 million has been incurred as of December 31, 2019, since the acquisition.
Restructuring and Repositioning Charges
Repositioning Charges
In connectionlate 2018, we initiated an expense program to accelerate efforts to become a higher-performing organization and help navigate challenging market and industry conditions, with Beacon, we announcedan initial goal to realize $350 million in 2016 that we expected:
(i) to incur aggregate pre-tax restructuring charges of approximately $300 milliongross expense savings in 2019, which was subsequently revised to $400 million beginning in 2016 through December 31, 2020gross savings for 2019. In 2019, we achieved approximately $415 million of gross expense savings under this program, including approximately $250$230 million in resource discipline initiatives and $185 million in process re-engineering and automation benefits.
Resource discipline initiatives include reducing senior management headcount, rigorous performance management, vendor management and optimization of real estate. Process re-engineering and automation benefits can include high-cost location workforce reductions, reducing manual/bespoke and redundant activities, streamlining operational centers and moving to common platforms/retiring legacy applications.
Expenses for 2019 included a repositioning charge of $110 million to $300 million in severance and benefits costs associated with targeted staff reductions (a substantial portion of which would result in future cash expenditures) andfurther drive process
State Street Corporation | 6067
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
approximately $50automation, information technology optimizations and organization rationalization in 2020, consisting of $98 million to $100of compensation and employee benefits and $12 million of occupancy expenses. Total repositioning charges were $300 million in information technology application rationalization and real estate actions; and2018.
(ii) to achieve estimated annual pre-tax net run-rate expense savings of $550 million by the end of 2020, relative to 2015, all else equal, for full effect in 2021. Actual expenses may increase or decrease in the future due to other factors.
In 2017, we recorded restructuring charges of $245 million, compared to $142 million in 2016, related to Beacon. In aggregate, we have recorded restructuring charges of $387 million related to Beacon, including $280 million in severance costs and $107 million in information technology application rationalization and real estate action.
In 2017, we achieved approximately $150 million in year-over-year expense savings related to Beacon and expect target savings of $550 million to be realized by mid-2019.
The following table presents aggregate activity for repositioning charges and activity related to previous Beacon restructuring activitycharges for the periods indicated.indicated:
|
| | | | | | | | | | | | | | | |
| TABLE 7: RESTRUCTURING CHARGES |
| (In millions) | Employee
Related Costs | | Real Estate
Actions | | Asset and Other Write-offs | | Total |
| Accrual Balance at December 31, 2014 | $ | 39 |
| | $ | 23 |
| | $ | 7 |
| | $ | 69 |
|
| Accruals for Business Operations and IT | (5 | ) | | (3 | ) | | 13 |
| | 5 |
|
| Payments and other adjustments | (25 | ) | | (9 | ) | | (17 | ) | | (51 | ) |
| Accrual Balance at December 31, 2015 | $ | 9 |
| | $ | 11 |
| | $ | 3 |
| | $ | 23 |
|
| Accruals for Business Operations and IT | (2 | ) | | — |
| | — |
| | (2 | ) |
| Accruals for Beacon | 94 |
| | 18 |
| | 30 |
| | 142 |
|
| Payments and other adjustments | (64 | ) | | (12 | ) | | (31 | ) | | (107 | ) |
| Accrual Balance at December 31, 2016 | $ | 37 |
| | $ | 17 |
| | $ | 2 |
| | $ | 56 |
|
| Accruals for Beacon | 186 |
| | 32 |
| | 27 |
| | 245 |
|
| Payments and Other Adjustments | (57 | ) | | (17 | ) | | (26 | ) | | (100 | ) |
| Accrual Balance at December 31, 2017 | $ | 166 |
| | $ | 32 |
| | $ | 3 |
| | $ | 201 |
|
|
| | | | | | | | | | | | | | | |
| TABLE 9: RESTRUCTURING AND REPOSITIONING CHARGES |
| (In millions) | Employee
Related Costs | | Real Estate
Actions | | Asset and Other Write-offs | | Total |
| Accrual Balance at December 31, 2016 | $ | 37 |
|
| $ | 17 |
|
| $ | 2 |
| | $ | 56 |
|
| Accruals for Beacon | 186 |
|
| 32 |
|
| 27 |
| | 245 |
|
| Payments and Other Adjustments | (57 | ) |
| (17 | ) |
| (26 | ) | | (100 | ) |
| Accrual Balance at December 31, 2017 | 166 |
|
| 32 |
|
| 3 |
| | 201 |
|
| Accruals for Beacon | (7 | ) |
| — |
|
| — |
| | (7 | ) |
| Accruals for Repositioning Charges | 259 |
|
| 41 |
|
| — |
| | 300 |
|
| Payments and Other Adjustments | (115 | ) |
| (36 | ) |
| (2 | ) | | (153 | ) |
| Accrual Balance at December 31, 2018 | 303 |
|
| 37 |
|
| 1 |
| | 341 |
|
| Accruals for Beacon | (2 | ) |
| — |
|
| — |
| | (2 | ) |
| Accruals for Repositioning Charges | 98 |
|
| 12 |
|
| — |
| | 110 |
|
| Payments and Other Adjustments | (209 | ) |
| (42 | ) |
| — |
| | (251 | ) |
| Accrual Balance at December 31, 2019 | $ | 190 |
| | $ | 7 |
| | $ | 1 |
| | $ | 198 |
|
Income Tax Expense
Income tax expense (benefit) was $722$470 million in 2017, $(22)2019 compared to $508 million and $839 million in 20162018 and $318 million in 2015.2017, respectively. Our 2017 effective tax rate was 24.9%,17.3% in 2019, compared to (1.0)%16.3% and 27.9% in 20162018 and 13.8% in 2015.2017, respectively. The 2017 incomeeffective tax expense includes a one-time estimated tax expense of $250 millionrate for the provisional impact of the enactment of the TCJA. Actual effects of the TCJA may differ from these estimates, among other things, due to additional tax and regulatory guidance and changes in our assumptions and interpretations. The 2016 benefit2019 included a reduction in accrued tax expensebenefit attributable to retaineda foreign earningslegal entity restructuring which was partially offset by legal accruals, limitations on foreign tax credit benefits and a decrease in deductions related to stock based compensation. The effective tax benefitsrate in 2018 included an additional deferred tax benefit of $32 million related to adjustments from capital actions involving our overseas affiliates.the Tax Cuts and Jobs Act provisional estimate recorded in 2017.
Additional information regarding income tax expense, including unrecognized tax benefits and tax contingencies, are provided in Notes 13 and 22 to the consolidated financial statements under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
LINE OF BUSINESS INFORMATION
Our operations are organized into two lines of business: Investment Servicing and Investment Management, which are defined based on products and services provided. The results of operations for these
lines of business are not necessarily comparable with those of other companies, including companies in the financial services industry.
Investment Servicing,throughState Street Global Services, State Street Global Markets, State Street Global Exchange and CRD, provides services for institutional clients, including mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, investment managers, foundations and endowments worldwide. Products includeinclude: custody; product-product and participant-levelparticipant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by non-U.S. regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; ourfinance and enhanced custody product, which integrates principal securities lending and custody;products; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative investment manager operations outsourcing; and performance, risk and compliance analyticsanalytics; and financial data management to support institutional investors. Our CRD business also falls within our Investment Servicing line of business and includes products and services, such as: portfolio modeling and construction; trade order management; investment risk and compliance; and wealth management solutions.
Investment Management, through SSGA,State Street Global Advisors, provides a broad arrayrange of investment management investment researchstrategies and products for our clients. Our investment advisory services to corporations, public funds and other sophisticated investors. SSGA offers passive and active asset management strategies across equity, fixed-income,and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative multi-assetinvestment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, (including OCIO)including environmental, social and cash asset classes. Productsgovernance investing, defined benefit and defined contribution and Global Fiduciary Solutions (formerly Outsourced Chief Investment Officer). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are distributed directlyprimarily determined by the values of AUM and through intermediaries using a variety ofthe investment vehicles,strategies employed, management fees reflect other factors as well, including ETFs, such as the SPDR® ETF brand.benchmarks specified in the respective management agreements related to performance fees.
For information about our two lines of business, as well as the revenues, expenses and capital allocation methodologies associated with them, refer to Note 24 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, in this Form 10-K.
State Street Corporation | 6168
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Investment Servicing
| | | TABLE 8: INVESTMENT SERVICING LINE OF BUSINESS RESULTS | |
| | Years Ended December 31, | | % Change 2017 vs. 2016 | | % Change 2016 vs. 2015 | |
| TABLE 10: INVESTMENT SERVICING LINE OF BUSINESS RESULTS | | TABLE 10: INVESTMENT SERVICING LINE OF BUSINESS RESULTS | | |
| (Dollars in millions, except where otherwise noted) | | Years Ended December 31, | | % Change 2019 vs. 2018 | | % Change 2018 vs. 2017 |
| 2017 | | 2016 | | 2015 | | % Change 2017 vs. 2016 | | % Change 2016 vs. 2015 | 2019 | | 2018 | | 2017 | |
| Servicing fees | $ | 5,365 |
| | $ | 5,073 |
| | $ | 5,153 |
| | $ | 5,074 |
| | $ | 5,429 |
| | $ | 5,365 |
| | (7 | )% | | 1 | % |
| Trading services | 999 |
| | 1,038 |
| | 1,091 |
| | (4 | ) | | (5 | ) | |
Foreign exchange trading services(1) | | 974 |
| | 1,071 |
| | 999 |
| | (9 | ) | | 7 |
|
| Securities finance | 606 |
| | 562 |
| | 496 |
| | 8 |
| | 13 |
| 462 |
| | 543 |
| | 606 |
| | (15 | ) | | (10 | ) |
| Processing fees and other | 240 |
| | 119 |
| | 342 |
| | 102 |
| | (65 | ) | |
Software and processing fees(1) | | 691 |
| | 443 |
| | 336 |
| | 56 |
| | 32 |
|
Total fee revenue | 7,210 |
| | 6,792 |
| | 7,082 |
| | 6 |
| | (4 | ) | 7,201 |
| | 7,486 |
| | 7,306 |
| | (4 | ) | | 2 |
|
| Net interest income | 2,309 |
| | 2,081 |
| | 2,086 |
| | 11 |
| | — |
| 2,590 |
| | 2,691 |
| | 2,309 |
| | (4 | ) | | 17 |
|
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | | nm |
| | nm |
| |
| Total other income | | 43 |
| | 6 |
| | (39 | ) | | nm |
| | nm |
|
Total revenue | 9,480 |
| | 8,880 |
| | 9,162 |
| | 7 |
| | (3 | ) | 9,834 |
| | 10,183 |
| | 9,576 |
| | (3 | ) | | 6 |
|
| Provision for loan losses | 2 |
| | 10 |
| | 12 |
| | (80 | ) | | (17 | ) | 10 |
| | 15 |
| | 2 |
| | (33 | ) | | 650 |
|
Total expenses | 6,717 |
| | 6,660 |
| | 6,990 |
| | 1 |
| | (5 | ) | 7,140 |
| | 7,081 |
| | 6,717 |
| | 1 |
| | 5 |
|
| Income before income tax expense | $ | 2,761 |
| | $ | 2,210 |
| | $ | 2,160 |
| | 25 |
| | 2 |
| $ | 2,684 |
| | $ | 3,087 |
| | $ | 2,857 |
| | (13 | ) | | 8 |
|
| Pre-tax margin | 29 | % | | 25 | % | | 24 | % | | | |
|
| 27 | % | | 30 | % | | 30 | % | | | | |
| Average assets (in billions) | $ | 214.0 |
| | $ | 225.3 |
| | $ | 246.6 |
| | | | | $ | 220.3 |
| | $ | 220.2 |
| | $ | 214.0 |
| | | | |
(1) CRD contributed approximately $385 million and $201 million in total revenue and total expenses, respectively, in 2019, including approximately $370 million in software and processing fees and $15 million in brokerage and other trading services within foreign exchange trading services, and expenses contributed approximately $148 million in compensation and employee benefits and $53 million in other expense lines. In addition, CRD-related expenses in 2019 include $65 million in amortization of other intangible assets.
CRD contributed approximately $119 million and $39 million in total revenue and total expenses, respectively, in 2018. Revenue includes approximately $114 million in software and processing fees and $5 million in brokerage and other trading services within foreign exchange trading services, and expenses include approximately $28 million in compensation and employee benefits and $11 million in other expense lines. In addition, CRD-related expenses in 2018 include $18 million in amortization of other intangible assets.
nm Not meaningful
Servicing Fees
Servicing fees, increased 6%as presented in 2017Table 10: Investment Servicing Line of Business Results, decreased 7% in 2019 compared to 2016,2018 primarily due to continued market appreciationelevated fee pressure and net new business, partially offsetlower client activity and flows. FX rates negatively impacted servicing fees by continued hedge fund outflows1% in 2019 and the impact of the businesses we exitedpositively impacted servicing fees by 1% in 2017. Servicing fees in 2016 included a revenue reduction of $48 million related to reimbursements to our clients related to the manner in which we invoiced certain expenses to our clients.
Servicing fees decreased 2% in 2016 compared to 2015, primarily due to lower international market levels.2018.
Servicing fees generated outside the U.S. were approximately 45%47% of total servicing fees in 2017both 2019 and 2018 compared to approximately 42%45% in both 2016 and 2015.
|
| | | | | | | | | | | | | | | | | |
| TABLE 11: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY PRODUCT |
| (In billions) | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
| Collective funds | $ | 9,796 |
| | $ | 8,999 |
| | $ | 9,707 |
| | 9 | % | | (7 | )% |
| Mutual funds | 9,221 |
| | 7,912 |
| | 7,603 |
| | 17 |
| | 4 |
|
| Insurance and other products | 8,417 |
| | 8,220 |
| | 9,105 |
| | 2 |
| | (10 | ) |
| Pension products | 6,924 |
| | 6,489 |
| | 6,704 |
| | 7 |
| | (3 | ) |
| Total | $ | 34,358 |
| | $ | 31,620 |
| | $ | 33,119 |
| | 9 |
| | (5 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 9: ASSETS UNDER CUSTODY AND ADMINISTRATION BY PRODUCT | | | | |
| | As of December 31, | | 2016-2017 Annual Growth Rate | | 2013-2017 Compound Annual Growth Rate |
| (In billions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | |
| Mutual funds | $ | 7,603 |
| | $ | 6,841 |
| | $ | 6,768 |
| | $ | 6,992 |
| | $ | 6,811 |
| | 11 | % | | 3 | % |
| Collective funds | 9,707 |
| | 7,501 |
| | 7,088 |
| | 6,949 |
| | 6,428 |
| | 29 |
| | 11 |
|
| Pension products | 6,704 |
| | 5,584 |
| | 5,510 |
| | 5,746 |
| | 5,851 |
| | 20 |
| | 3 |
|
| Insurance and other products | 9,105 |
| | 8,845 |
| | 8,142 |
| | 8,501 |
| | 8,337 |
| | 3 |
| | 2 |
|
| Total | $ | 33,119 |
| | $ | 28,771 |
| | $ | 27,508 |
| | $ | 28,188 |
| | $ | 27,427 |
| | 15 |
| | 5 |
|
|
| | | | | | | | | | | | | | | | | |
| TABLE 12: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY ASSET CLASS |
| (In billions) | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
| Equities | $ | 19,301 |
| | $ | 18,041 |
| | $ | 19,214 |
| | 7 | % | | (6 | )% |
| Fixed-income | 10,766 |
| | 9,758 |
| | 10,070 |
| | 10 |
| | (3 | ) |
| Short-term and other investments | 4,291 |
| | 3,821 |
| | 3,835 |
| | 12 |
| | — |
|
| Total | $ | 34,358 |
| | $ | 31,620 |
| | $ | 33,119 |
| | 9 |
| | (5 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 10: ASSETS UNDER CUSTODY AND ADMINISTRATION BY ASSET CLASS | | | | |
| | As of December 31, | | 2016-2017 Annual Growth Rate | | 2013-2017 Compound Annual Growth Rate |
| (In billions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | |
| Equities | $ | 19,214 |
| | $ | 16,189 |
| | $ | 14,888 |
| | $ | 15,876 |
| | $ | 15,050 |
| | 19 | % | | 6 | % |
| Fixed-income | 10,070 |
| | 9,231 |
| | 9,264 |
| | 8,739 |
| | 9,072 |
| | 9 |
| | 3 |
|
| Short-term and other investments | 3,835 |
| | 3,351 |
| | 3,356 |
| | 3,573 |
| | 3,305 |
| | 14 |
| | 4 |
|
| Total | $ | 33,119 |
| | $ | 28,771 |
| | $ | 27,508 |
| | $ | 28,188 |
| | $ | 27,427 |
| | 15 |
| | 5 |
|
| | TABLE 11: ASSETS UNDER CUSTODY AND ADMINISTRATION BY GEOGRAPHY(1) | |
| | As of December 31, | |
TABLE 13: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY GEOGRAPHY(1) | | TABLE 13: ASSETS UNDER CUSTODY AND/OR ADMINISTRATION BY GEOGRAPHY(1) |
| (In billions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
| North America | $ | 24,418 |
| | $ | 21,544 |
| | $ | 20,842 |
| | $ | 21,217 |
| | $ | 20,764 |
| |
| Americas | | $ | 25,018 |
| | $ | 23,203 |
| | $ | 24,418 |
| | 8 | % | | (5 | )% |
| Europe/Middle East/Africa | 7,028 |
| | 5,734 |
| | 5,387 |
| | 5,633 |
| | 5,511 |
| 7,325 |
| | 6,699 |
| | 7,028 |
| | 9 |
| | (5 | ) |
| Asia/Pacific | 1,673 |
| | 1,493 |
| | 1,279 |
| | 1,338 |
| | 1,152 |
| 2,015 |
| | 1,718 |
| | 1,673 |
| | 17 |
| | 3 |
|
| Total | $ | 33,119 |
| | $ | 28,771 |
| | $ | 27,508 |
| | $ | 28,188 |
| | $ | 27,427 |
| $ | 34,358 |
| | $ | 31,620 |
| | $ | 33,119 |
| | 9 |
| | (5 | ) |
(1) Geographic mix is generally based on the location in whichdomicile of the assets are serviced.entity servicing the funds and is not necessarily representative of the underlying asset mix.
The increase in total AUCA as of December 31, 2017 compared to December 31, 2016 primarily resulted from higher global equity markets. Asset levels as of December 31, 2017 do not reflect the approximately $350 billion of new business in assets
to be installed, which was awarded to us in 2017 and prior periods but not installed prior to December 31, 2017, including approximately $445 billion of new asset servicing mandates awarded to us in 2017. This new business will be reflected in AUCA in future periods after installation and will generate servicing
State Street Corporation | 6269
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Asset servicing mandates newly announced in 2019 totaled approximately $1.84 trillion, in line with a high of $1.89 trillion in 2018. Servicing assets remaining to be installed in future periods totaled approximately $1.17 trillion as of December 31, 2019, which will be reflected in AUC/A in future periods after installation and will generate servicing fee revenue in subsequent periods. The $350 billionfull revenue impact of new businesssuch mandates will be realized over several quarters as the assets are installed and additional services are added over that period.
New asset servicing mandates may be subject to completion of definitive agreements, approval of applicable boards and shareholders and customary regulatory approvals. New asset servicing mandates and servicing assets remaining to be serviced does not includeinstalled in future periods exclude certain new business which has been contracted, but for which the client has not yet provided permission to publicly disclose and is not yet installed. Also not included is the loss of businessexpected installation date extends beyond one quarter. These excluded assets, which occurs from time to time may be significant, will be included in new asset servicing mandates and reflected in servicing assets remaining to be installed in the period in which the client provides its permission. Servicing mandates and servicing assets remaining to be installed in future periods are presented on a gross basis and therefore also do not include the impact of clients who have notified us during the period of their intent to terminate or changes in AUCA, usuallyreduce their relationship with us, which may from changes in market values of customer assets, subscriptions or redemptions from our customer investment products.time to time be significant.
With respect to these new assets,servicing mandates, once installed we willmay provide various services, including accounting, bank loan servicing, compliance reporting and monitoring, custody, depository banking services, foreign exchange,FX, fund administration, hedge fund servicing, middle-officemiddle office outsourcing, performance and analytics, private equity administration, real estate administration, securities finance, transfer agency and wealth management services. Revenues associated with new servicing mandates may vary based on the breadth of services provided and the timing of installation, and the types of assets.
As a resultFor additional information about the impact of a decision to diversify providers, oneworldwide equity and fixed-income valuations on our fee revenue, as well as other key drivers of our large clients will move a portionservicing fee revenue, refer to "Fee Revenue" in "Consolidated Results of its assets, largely common trust funds, currently with State Street to another service provider. We expect to remain a significant service provider toOperations" included in this client. The transition will principally occur in 2018Management's Discussion and beyond and represents approximately $1 trillion in assets with respect to which we will no longer derive revenue post-transition.Analysis.
Foreign Exchange Trading Services
TradingForeign exchange trading services revenue, as presented in Table 10: Investment Servicing Line of Business Results, decreased 9% in 2019 compared to 2018, primarily due to lower market volatility. Foreign exchange trading services is composed of revenue generated by FX trading as well asand revenue generated by
brokerage and other trading services, as notedwhich made up 56% and 44%, respectively, of foreign exchange trading services revenue in Table 2: Total Revenue.
Foreign Exchange Trading Revenue2019.
We primarily earn FX trading revenue by acting as a principal market-maker through both "direct sales and trading” and “indirect foreign exchangeFX trading.”
Direct sales and trading: Represent FX transactions at negotiated rates with clients and investment managers that contact our trading desk directly. These principal market-making activities include transactions for funds serviced by third party custodians or prime brokers, as well as those funds under custody at State Street.
Indirect FX trading: Represent FX transactions with clients or their investment managers routed to our FX desk through our asset-servicing operation; in which all cases, we are the funds' custodian. We execute indirect FX trades as a principal at rates disclosed to our clients.
| |
| • | Direct sales and trading: Represent FX transactions at negotiated rates with clients and investment managers that contact our trading desk directly. These principal market-making activities include transactions for funds serviced by third party custodians or prime brokers, as well as those funds under custody with us. |
| |
| • | Indirect FX trading: Represents FX transactions with clients, for which we are the funds' custodian, or their investment managers, routed to our FX desk through our asset-servicing operation. We execute indirect FX trades as a principal at rates disclosed to our clients. |
Our FX trading revenue is influenced by multiple factors, including: the volume and type of client FX
transactions and related spreads; currency volatility, reflecting market conditions; and our management of exchange rate, interest rate and other market risks associated with our foreign exchangeFX activities. The relative impact of these factors on our total FX trading revenues often differs from period to period. For example, assuming all other factors remain constant, increases or decreases in volumes or bid-offer spreads across product mix tend to result in increases or decreases, as the case may be, in client-related FX revenue.
Our clients that utilize indirect FX trading can, in addition to executing their FX transactions through dealers not affiliated with us, transition from indirect FX trading to either direct sales and trading execution, including our “Street FX” service, or to one of our electronic trading platforms. Street FX, in which we continue to act as a principal market-maker, enables our clients to define their FX execution strategy and automate the FX trade execution process, both for funds under custody with us as well as those under custody at another bank.
Brokerage and Other Trading Services
We also offer a range of brokerage and other trading products tailored specifically to meet the needs of the global pension community, including transition management and commission recapture. These products and services are generally offered by us as agent of the institutional investor. Revenue earned from these services is recorded in other trading, transition management and brokerage revenue within brokerage and other trading services revenue.
Total brokerage and otherearn foreign exchange trading services revenue primarily consists ofthrough "electronic FX services" and "other trading, transition management and brokerage revenue."
Electronic FX services:services: Our clients may choose to execute FX transactions through one of our electronic trading platforms. These transactions generate revenue through a “click” fee.
Other trading, transition management and brokerage revenue:revenue: As our clients look to us to
State Street to Corporation | 70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
enhance and preserve portfolio values, they may choose to utilize our Transition or Currency Management capabilities or transact with our Equity Trade execution group. These transactions, which are not limited to foreign exchange, generate revenue via commissions charged for trades transacted during the management of these portfolios.
In recent years, our transition management revenue was adversely affected by compliance issues in our U.K. business during 2010 and 2011, including settlements with the FCA in 2014 and the DOJ and
State Street Corporation | 63
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SEC in 2017, including a deferred prosecution agreement. The reputational and regulatory impact of those compliance issues continues and may adversely affect our results in future periods.
Securities Finance
Our securities finance business consists of three components:
(1) an agency lending program for SSGA-managedState Street Global Advisors managed investment funds with a broad range of investment objectives, which we refer to as the SSGAState Street Global Advisors lending funds;
(2) an agency lending program for third-party investment managers and asset owners, which we refer to as the agency lending funds; and
(3) security lending transactions which we enter into as principal, which we refer to as our enhanced custody business.
Securities finance revenue earned from our agency lending activities, which is composed of our split of both the spreads related to cash collateral and the fees related to non-cash collateral, is principally a function of the volume of securities on loan, the interest-rateinterest rate spreads and fees earned on the underlying collateral and our share of the fee split.
As principal, our enhanced custody business borrows securities from the lending client or other market participants and then lends such securities to the subsequent borrower, either a State Streetour client or a broker/dealer. We act as principal when the lending client is unable to, or elects not to, transact directly with the market and execute the transaction and furnish the securities. In our role as principal, we provide support to the transaction through our credit rating. While we source a significant proportion of the securities furnished by us in our role as principal from third parties, we have the ability to source securities through assets under custody and administration from clients who have designated State Streetus as an eligible borrower.
Securities finance revenue, as presented in Table 8:10: Investment Servicing Line of Business Results, increased 8%decreased 15% in 20172019 compared to 2016, primarily as a result of higher revenue in our2018, reflecting lower securities on loan, enhanced custody business.balances and spreads and the impact of balance sheet optimization efforts implemented in the second half of 2018.
Market influences may continue to affect client demand for securities finance, and as a result our revenue from, and the profitability of, our securities lending activities in future periods. In addition, the
constantly evolving regulatory environment, including revised or proposed capital and liquidity standards, and interpretations of those standards, and our own balance sheet management activities, may influence modifications to the way in which we deliver our agency lending or enhanced custody businesses, the volume of our securities lending activity and related revenue and profitability in future periods.
Software and Processing Fees
Software and Other
Processingprocessing fees and other revenue includes diverse types of fees and revenue, including fees from software licensing and maintenance, fees from our structured products business fees from software licensing and maintenance,other revenue including equity income from our joint venture investments, gains and losses on sales of other assets derivative financial instruments to support our clients' needs and to manage our interest-rate and currency risk, and amortization of our tax-advantaged investments.
ProcessingSoftware and processing fees and other revenue, presented in Table 8:10: Investment Servicing Line of Business Results, increased 102%significantly in 20172019 compared to 2016. The increase2018 and reflects approximately $370 million from CRD in 2019. CRD was acquired on October 1, 2018. Revenue related to the front office solutions provided by CRD is primarily due to a pre-tax gain of $30 million on the dispositions of our joint venture interests in IFDS U.K. and BFDS in the first quarter of 2017 anddriven by the sale of an equity trading platform businessterm software licenses and software as service arrangements, including professional services such as consulting and implementation services, software support and maintenance. Revenue for a sale of software to be installed on premise is recognized at a point in time when the thirdcustomer benefits from obtaining access to and use of the software license. Revenue for a Software as a Service (SaaS) related arrangement is recognized over time as services are provided.
Other Income
In the fourth quarter of 2017, partially offset by2019, we completed a pre-taxcash tender offer for approximately $297 million of our $800 million aggregate principal amount of outstanding floating rate junior subordinated debentures due 2047, resulting in a gain of approximately $53$44 million related to the sale of WM/Reuters in 2016.
Processing fees and other revenue decreased 65% in 2016 compared to 2015. The decrease was primarily due to a gain from the sale of commercial real estate and a gain from the final paydown of a commercial real estate loan in 2015, partially offset by a pre-tax gain on the sale of WM/Reuters in 2016..
Expenses
Total expenses for Investment Servicing increased 1% in 20172019 compared to 2016,2018. The increases are primarily due to costs to support newthe impact of the CRD acquisition, technology infrastructure investments and business higher annual merit and performance based incentive compensation, including higher seasonal deferred incentive compensation expense for retirement eligible employees and payroll taxes in the first quarter of 2017 compared to the first quarter of 2016. These increases werevolumes, partially offset by Beacon savings from resource discipline initiatives and a one-time acceleration of compensationprocess re-engineering benefits through our expense ofsavings program. Total expenses contributed by CRD in 2019 were approximately $42$201 million. In addition, CRD-related expenses in 2019 include $65 million in the fourth quarteramortization of 2016.
other intangible assets. Additional information about expenses is provided under "Expenses" in "Consolidated Results of Operations" included in this Management's Discussion and Analysis of this Form 10-K.Analysis.
State Street Corporation | 6471
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Investment Management
|
| | | | | | | | | | | | | | | | | |
| TABLE 12: INVESTMENT MANAGEMENT LINE OF BUSINESS RESULTS |
| | Years Ended December 31, | | % Change 2017 vs. 2016 | | % Change 2016 vs. 2015 |
| (Dollars in millions) | 2017 | | 2016 | | 2015 | | |
| Management fees | $ | 1,616 |
| | $ | 1,292 |
| | $ | 1,174 |
| | 25 | % | | 10 | % |
Trading services(1) | 72 |
| | 61 |
| | 55 |
| | 18 |
| | 11 |
|
| Processing fees and other | 7 |
| | (29 | ) | | (33 | ) | | (124 | ) | | (12 | ) |
| Total fee revenue | 1,695 |
| | 1,324 |
| | 1,196 |
| | 28 |
| | 11 |
|
| Net interest income | (5 | ) | | 3 |
| | 2 |
| | nm |
| | 50 |
|
| Total revenue | 1,690 |
| | 1,327 |
| | 1,198 |
| | 27 |
| | 11 |
|
| Total expenses | 1,286 |
| | 1,218 |
| | 962 |
| | 6 |
| | 27 |
|
| Income before income tax expense | $ | 404 |
| | $ | 109 |
| | $ | 236 |
| | 271 |
| | (54 | ) |
| Pre-tax margin | 24 | % | | 8 | % | | 20 | % | | | | |
Average assets (in billions) | $ | 5.4 |
| | $ | 4.4 |
| | $ | 3.9 |
| | | | |
|
| | | | | | | | | | | | | | | | | |
| TABLE 14: INVESTMENT MANAGEMENT LINE OF BUSINESS RESULTS | | |
| (Dollars in millions, except where otherwise noted) | Years Ended December 31, | | % Change 2019 vs. 2018 | | % Change 2018 vs. 2017 |
| 2019 | | 2018 | | 2017 | |
| Management fees | $ | 1,771 |
| | $ | 1,851 |
| | $ | 1,616 |
| | (4 | )% | | 15 | % |
Foreign exchange trading services(1) | 137 |
| | 130 |
| | 72 |
| | 5 |
| | 81 |
|
| Securities finance | 9 |
| | — |
| | — |
| | nm |
| | nm |
|
Software and processing fees(2) | 29 |
| | (5 | ) | | 7 |
| | nm |
| | (171 | ) |
| Total fee revenue | 1,946 |
| | 1,976 |
| | 1,695 |
| | (2 | ) | | 17 |
|
| Net interest income | (24 | ) | | (20 | ) | | (5 | ) | | 20 |
| | nm |
|
| Total revenue | 1,922 |
| | 1,956 |
| | 1,690 |
| | (2 | ) | | 16 |
|
| Total expenses | 1,535 |
| | 1,544 |
| | 1,286 |
| | (1 | ) | | 20 |
|
| Income before income tax expense | $ | 387 |
| | $ | 412 |
| | $ | 404 |
| | (6 | ) | | 2 |
|
| Pre-tax margin | 20 | % | | 21 | % | | 24 | % | | | | |
| Average assets (in billions) | $ | 3.0 |
| | $ | 3.2 |
| | $ | 5.4 |
| | | | |
(1)Includes revenues from distributing and marketing activities for U.S. mutual funds and ETFs associated with the SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF, for which we act as the marketing agent.State Street Global Advisors.
(2) Includes other revenue items that are primarily driven by equity market movements.
nm Not meaningful
Management Fees
Through SSGA, we provide a broad range of investment management strategies, specialized investment management advisory services, OCIO and other financial services for corporations, public funds, and other sophisticated investors. SSGA
offers an array of investment management strategies, including passive and active, such as enhanced indexing, using quantitative and fundamental methods for both U.S. and global equity and fixed income securities. SSGA also offers ETFs, such as the SPDR® ETF brand. While certain management fees are directly determined by the values of AUM and the investment strategies employed, management fees reflect other factors as well, including our relationship pricing for clients who use multiple services, and the benchmarks specified in the respective management agreements related to performance fees.
Management fees increased 25%decreased 4% in 20172019 compared to 2016,2018, primarily due toreflecting the full yearrun rate impact of acquired GEAM business compared to a half year in 2016,late 2018 outflows and mix changes away from higher globalfee products, partially offset by higher equity markets and higher revenue yielding ETF inflows.
Management fees increased 10% in 2016 compared to 2015, primarily due to the acquired GEAM business in the second half of 2016.market levels.
Management fees generated outside the U.S. were approximately 28%27% of total management fees in 2017,both 2019 and 2018 compared to 32% and 35%approximately 28% in 2016 and 2015, respectively. The percentage of management fees generated outside the U.S. in 2017 decreased from 2016 primarily due to the acquired GEAM business.
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 13: ASSETS UNDER MANAGMENT BY ASSET CLASS AND INVESTMENT APPROACH |
| | As of December 31, | | 2016-2017 Annual Growth Rate | | 2013-2017 Compound Annual Growth Rate |
| (In billions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | |
| Equity: | | | | | | | | | | | | | |
| Active | $ | 95 |
| | $ | 73 |
| | $ | 32 |
| | $ | 39 |
| | $ | 42 |
| | 30 | % | | 23 | % |
| Passive | 1,650 |
| | 1,401 |
| | 1,294 |
| | 1,436 |
| | 1,334 |
| | 18 |
| | 5 |
|
| Total Equity | 1,745 |
| | 1,474 |
| | 1,326 |
| | 1,475 |
| | 1,376 |
| | 18 |
| | 6 |
|
| Fixed-Income: | | | | | | | | | | | | | |
| Active | 77 |
| | 70 |
| | 18 |
| | 17 |
| | 16 |
| | 10 |
| | 48 |
|
| Passive | 337 |
| | 308 |
| | 294 |
| | 302 |
| | 311 |
| | 9 |
| | 2 |
|
| Total Fixed-Income | 414 |
| | 378 |
| | 312 |
| | 319 |
| | 327 |
| | 10 |
| | 6 |
|
Cash(1) | 330 |
| | 333 |
| | 368 |
| | 399 |
| | 385 |
| | (1 | ) | | (4 | ) |
| Multi-Asset-Class Solutions: | | | | | | | | | | | | | |
| Active | 18 |
| | 19 |
| | 17 |
| | 30 |
| | 23 |
| | (5 | ) | | (6 | ) |
| Passive | 129 |
| | 107 |
| | 86 |
| | 97 |
| | 110 |
| | 21 |
| | 4 |
|
| Total Multi-Asset-Class Solutions | 147 |
| | 126 |
| | 103 |
| | 127 |
| | 133 |
| | 17 |
| | 3 |
|
Alternative Investments(2): | | | | | | | | | | | | | |
| Active | 23 |
| | 28 |
| | 17 |
| | 17 |
| | 14 |
| | (18 | ) | | 13 |
|
| Passive | 123 |
| | 129 |
| | 119 |
| | 111 |
| | 110 |
| | (5 | ) | | 3 |
|
| Total Alternative Investments | 146 |
| | 157 |
| | 136 |
| | 128 |
| | 124 |
| | (7 | ) | | 4 |
|
| Total | $ | 2,782 |
| | $ | 2,468 |
| | $ | 2,245 |
| | $ | 2,448 |
| | $ | 2,345 |
| | 13 |
| | 4 |
|
|
| | | | | | | | | | | | | | | | | |
| TABLE 15: ASSETS UNDER MANAGEMENT BY ASSET CLASS AND INVESTMENT APPROACH | | | | |
| (In billions) | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
| Equity: |
| Active | $ | 88 |
| | $ | 80 |
| | $ | 95 |
| | 10 | % | | (16 | )% |
| Passive | 1,903 |
| | 1,464 |
| | 1,650 |
| | 30 |
| | (11 | ) |
| Total equity | 1,991 |
| | 1,544 |
| | 1,745 |
| | 29 |
| | (12 | ) |
| Fixed-income: |
| Active | 89 |
| | 81 |
| | 77 |
| | 10 |
| | 5 |
|
| Passive | 379 |
| | 341 |
| | 337 |
| | 11 |
| | 1 |
|
| Total fixed-income | 468 |
| | 422 |
| | 414 |
| | 11 |
| | 2 |
|
Cash(1) | 324 |
| | 287 |
| | 330 |
| | 13 |
| | (13 | ) |
| Multi-asset-class solutions: |
| Active | 24 |
| | 19 |
| | 18 |
| | 26 |
| | 6 |
|
| Passive | 133 |
| | 113 |
| | 129 |
| | 18 |
| | (12 | ) |
| Total multi-asset-class solutions | 157 |
| | 132 |
| | 147 |
| | 19 |
| | (10 | ) |
Alternative investments(2): |
| Active | 21 |
| | 21 |
| | 23 |
| | — |
| | (9 | ) |
| Passive | 155 |
| | 105 |
| | 123 |
| | 48 |
| | (15 | ) |
| Total alternative investments | 176 |
| | 126 |
| | 146 |
| | 40 |
| | (14 | ) |
| Total | $ | 3,116 |
| | $ | 2,511 |
| | $ | 2,782 |
| | 24 |
| | (10 | ) |
(1) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts.
(2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR®Long Dollar Gold Trust ETF. State Street isMiniSharesSM Trust. We are not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar GoldMiniSharesSM Trust, ETF, but actsact as the marketing agent.
State Street Corporation | 6572
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
TABLE 14: EXCHANGE - TRADED FUNDS BY ASSET CLASS(1) | | | | | | | | |
| | As of December 31, | | 2016-2017 Annual Growth Rate | | 2013-2017 Compound Annual Growth Rate |
| (In billions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 | | |
Alternative Investments(2) | $ | 48 |
| | $ | 42 |
| | $ | 34 |
| | $ | 38 |
| | $ | 39 |
| | 14 | % | | 5 | % |
| Cash | 2 |
| | 2 |
| | 3 |
| | 1 |
| | 1 |
| | — |
| | 19 |
|
| Equity | 531 |
| | 426 |
| | 350 |
| | 388 |
| | 325 |
| | 25 |
| | 13 |
|
| Fixed-income | 63 |
| | 51 |
| | 41 |
| | 39 |
| | 34 |
| | 24 |
| | 17 |
|
| Total Exchange-Traded Funds | $ | 644 |
| | $ | 521 |
| | $ | 428 |
| | $ | 466 |
| | $ | 399 |
| | 24 |
| | 13 |
|
|
| | | | | | | | | | | | | | | | | |
TABLE 16: EXCHANGE-TRADED FUNDS BY ASSET CLASS(1) | | | | |
| (In billions) | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
Alternative Investments(2) | $ | 56 |
| | $ | 43 |
| | $ | 48 |
| | 30 | % | | (10 | )% |
| Cash | 9 |
| | 9 |
| | 2 |
| | — |
| | 350 |
|
| Equity | 618 |
| | 482 |
| | 531 |
| | 28 |
| | (9 | ) |
| Fixed-Income | 85 |
| | 66 |
| | 63 |
| | 29 |
| | 5 |
|
| Total Exchange-Traded Funds | $ | 768 |
| | $ | 600 |
| | $ | 644 |
| | 28 |
| | (7 | ) |
(1) ETFs are a component of AUM presented in the preceding table.
(2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR®Long Dollar Gold Trust ETF. State Street isMiniSharesSM Trust. We are not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar GoldMiniSharesSM Trust, ETF, but actsact as the marketing agent.
|
| | | | | | | | | | | | | | | | | | | | |
TABLE 15: GEOGRAPHIC MIX OF ASSETS UNDER MANAGEMENT(1) |
| | | As of December 31, |
| (In billions) | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| North America | | $ | 1,931 |
| | $ | 1,691 |
| | $ | 1,452 |
| | $ | 1,568 |
| | $ | 1,456 |
|
| Europe/Middle East/Africa | | 521 |
| | 482 |
| | 489 |
| | 559 |
| | 560 |
|
| Asia/Pacific | | 330 |
| | 295 |
| | 304 |
| | 321 |
| | 329 |
|
| Total | | $ | 2,782 |
| | $ | 2,468 |
| | $ | 2,245 |
| | $ | 2,448 |
| | $ | 2,345 |
|
|
| | | | | | | | | | | | | | | | | |
TABLE 17: GEOGRAPHIC MIX OF ASSETS UNDER MANAGEMENT(1) | | | | |
| (In billions) | December 31, 2019 | | December 31, 2018 | | December 31, 2017 | | % Change
2019 vs. 2018 | | % Change
2018 vs. 2017 |
| North America | $ | 2,115 |
| | $ | 1,731 |
| | $ | 1,931 |
| | 22 | % | | (10 | )% |
| Europe/Middle East/Africa | 493 |
| | 421 |
| | 521 |
| | 17 |
| | (19 | ) |
| Asia/Pacific | 508 |
| | 359 |
| | 330 |
| | 42 |
| | 9 |
|
| Total | $ | 3,116 |
| | $ | 2,511 |
| | $ | 2,782 |
| | 24 |
| | (10 | ) |
(1) Geographic mix is based on client location or fund management location.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 18: ACTIVITY IN ASSETS UNDER MANAGEMENT BY PRODUCT CATEGORY |
| (In billions) | Equity | | Fixed-Income | | Cash(1) | | Multi-Asset-Class Solutions | | Alternative Investments(2) | | Total |
| Balance as of December 31, 2016 | $ | 1,474 |
| | $ | 378 |
| | $ | 333 |
| | $ | 126 |
| | $ | 157 |
| | $ | 2,468 |
|
Long-term institutional flows, net(3) | (74 | ) | | 2 |
| | — |
| | 4 |
| | (21 | ) | | (89 | ) |
| Exchange-Traded Fund flows, net | 26 |
| | 10 |
| | — |
| | — |
| | 1 |
| | 37 |
|
| Cash fund flows, net | — |
| | — |
| | (8 | ) | | — |
| | — |
| | (8 | ) |
| Total flows, net | (48 | ) | | 12 |
| | (8 | ) | | 4 |
| | (20 | ) | | (60 | ) |
| Market appreciation | 293 |
| | 15 |
| | 2 |
| | 12 |
| | 3 |
| | 325 |
|
| Foreign exchange impact | 26 |
| | 9 |
| | 3 |
| | 5 |
| | 6 |
| | 49 |
|
| Total market/foreign exchange impact | 319 |
| | 24 |
| | 5 |
| | 17 |
| | 9 |
| | 374 |
|
| Balance as of December 31, 2017 | $ | 1,745 |
| | $ | 414 |
| | $ | 330 |
| | $ | 147 |
| | $ | 146 |
| | $ | 2,782 |
|
Long-term institutional flows, net(3) | (45 | ) |
| 12 |
|
| — |
|
| (3 | ) |
| (2 | ) | | (38 | ) |
| Exchange-traded fund flows, net | (3 | ) | | 7 |
| | 6 |
| | — |
| | (2 | ) | | 8 |
|
| Cash fund flows, net | — |
| | — |
| | (50 | ) | | — |
| | — |
| | (50 | ) |
| Total flows, net | (48 | ) | | 19 |
| | (44 | ) | | (3 | ) | | (4 | ) | | (80 | ) |
| Market appreciation (depreciation) | (142 | ) | | (7 | ) | | 3 |
| | (10 | ) | | (10 | ) | | (166 | ) |
| Foreign exchange impact | (11 | ) | | (4 | ) | | (2 | ) | | (2 | ) | | (6 | ) | | (25 | ) |
| Total market/foreign exchange impact | (153 | ) | | (11 | ) | | 1 |
| | (12 | ) | | (16 | ) | | (191 | ) |
| Balance as of December 31, 2018 | $ | 1,544 |
| | $ | 422 |
| | $ | 287 |
| | $ | 132 |
| | $ | 126 |
| | $ | 2,511 |
|
Long-term institutional flows, net(3) | 26 |
| | (7 | ) | | — |
| | 3 |
| | 16 |
| | 38 |
|
| Exchange-traded fund flows, net | 13 |
| | 15 |
| | — |
| | — |
| | 6 |
| | 34 |
|
| Cash fund flows, net | — |
| | — |
| | 31 |
| | — |
| | — |
| | 31 |
|
| Total flows, net | 39 |
| | 8 |
| | 31 |
| | 3 |
| | 22 |
| | 103 |
|
| Market appreciation (depreciation) | 404 |
| | 38 |
| | 6 |
| | 22 |
| | 28 |
| | 498 |
|
| Foreign exchange impact | 4 |
| | — |
| | — |
| | — |
| | — |
| | 4 |
|
| Total market/foreign exchange impact | 408 |
| | 38 |
| | 6 |
| | 22 |
| | 28 |
| | 502 |
|
| Balance as of December 31, 2019 | $ | 1,991 |
| | $ | 468 |
| | $ | 324 |
| | $ | 157 |
| | $ | 176 |
| | $ | 3,116 |
|
(2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares, SPDR Long Dollar Gold Trust and SPDR® Gold MiniSharesSM Trust, for which we are not the investment manager but act as the marketing agent.
(3) Amounts represent long-term portfolios, excluding ETFs.
State Street Corporation | 6673
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 16: ACTIVITY IN ASSETS UNDER MANAGEMENT BY PRODUCT CATEGORY |
| (In billions) | Equity | | Fixed-Income | | Cash(1) | | Multi-Asset-Class Solutions | | Alternative Investments(2) | | Total |
| Balance as of December 31, 2014 | $ | 1,475 |
| | $ | 319 |
| | $ | 399 |
| | $ | 127 |
| | $ | 128 |
| | $ | 2,448 |
|
Long-term institutional inflows(1) | 277 |
| | 62 |
| | — |
| | 51 |
| | 33 |
| | 423 |
|
Long-term institutional outflows(1) | (363 | ) | | (70 | ) | | — |
| | (59 | ) | | (31 | ) | | (523 | ) |
| Long-term institutional flows, net | (86 | ) | | (8 | ) | | — |
| | (8 | ) | | 2 |
| | (100 | ) |
| ETF flows, net | (29 | ) | | 5 |
| | 1 |
| | — |
| | (1 | ) | | (24 | ) |
| Cash fund flows, net | — |
| | — |
| | (27 | ) | | — |
| | — |
| | (27 | ) |
| Total flows, net | (115 | ) | | (3 | ) | | (26 | ) | | (8 | ) | | 1 |
| | (151 | ) |
| Market appreciation | (13 | ) | | 3 |
| | — |
| | (12 | ) | | 16 |
| | (6 | ) |
| Foreign exchange impact | (21 | ) | | (7 | ) | | (5 | ) | | (4 | ) | | (9 | ) | | (46 | ) |
| Total market/foreign exchange impact | (34 | ) | | (4 | ) | | (5 | ) | | (16 | ) | | 7 |
| | (52 | ) |
| Balance as of December 31, 2015 | $ | 1,326 |
| | $ | 312 |
| | $ | 368 |
| | $ | 103 |
| | $ | 136 |
| | $ | 2,245 |
|
Long-term institutional inflows(3) | 244 |
| | 90 |
| | — |
| | 48 |
| | 13 |
| | 395 |
|
Long-term institutional outflows(3) | (301 | ) | | (96 | ) | | — |
| | (34 | ) | | (21 | ) | | (452 | ) |
| Long-term institutional flows, net | (57 | ) | | (6 | ) | | — |
| | 14 |
| | (8 | ) | | (57 | ) |
| ETF flows, net | 37 |
| | 9 |
| | — |
| | — |
| | 6 |
| | 52 |
|
| Cash fund flows, net | — |
| | — |
| | (37 | ) | | — |
| | — |
| | (37 | ) |
| Total flows, net | (20 | ) | | 3 |
| | (37 | ) | | 14 |
| | (2 | ) | | (42 | ) |
| Market appreciation | 140 |
| | 10 |
| | — |
| | 9 |
| | 14 |
| | 173 |
|
| Foreign exchange impact | (10 | ) | | (3 | ) | | (2 | ) | | (3 | ) | | (2 | ) | | (20 | ) |
| Total market/foreign exchange impact | 130 |
| | 7 |
| | (2 | ) | | 6 |
| | 12 |
| | 153 |
|
Acquisitions and transfers(4) | 38 |
| | 56 |
| | 4 |
| | 3 |
| | 11 |
| | 112 |
|
| Balance as of December 31, 2016 | $ | 1,474 |
| | $ | 378 |
| | $ | 333 |
| | $ | 126 |
| | $ | 157 |
| | $ | 2,468 |
|
Long-term institutional inflows(3) | 270 |
| | 94 |
| | — |
| | 56 |
| | 20 |
| | 440 |
|
Long-term institutional outflows(3) | (344 | ) | | (92 | ) | | — |
| | (52 | ) | | (41 | ) | | (529 | ) |
| Long-term institutional flows, net | (74 | ) | | 2 |
| | — |
| | 4 |
| | (21 | ) | | (89 | ) |
| ETF flows, net | 26 |
| | 10 |
| | — |
| | — |
| | 1 |
| | 37 |
|
| Cash fund flows, net | — |
| | — |
| | (8 | ) | | — |
| | — |
| | (8 | ) |
| Total flows, net | (48 | ) | | 12 |
| | (8 | ) | | 4 |
| | (20 | ) | | (60 | ) |
| Market appreciation | 293 |
| | 15 |
| | 1 |
| | 12 |
| | 3 |
| | 324 |
|
| Foreign exchange impact | 26 |
| | 9 |
| | 3 |
| | 5 |
| | 6 |
| | 49 |
|
| Total market/foreign exchange impact | 319 |
| | 24 |
| | 4 |
| | 17 |
| | 9 |
| | 373 |
|
| Balance as of December 31, 2017 | $ | 1,745 |
| | $ | 414 |
| | $ | 329 |
| | $ | 147 |
| | $ | 146 |
| | $ | 2,782 |
|
(1) Includes both floating- and constant-net-asset-value portfolios held in commingled structures or separate accounts.(2) Includes real estate investment trusts, currency and commodities, including SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF. State Street is not the investment manager for the SPDR® Gold Shares ETF and SPDR® Long Dollar Gold Trust ETF, but acts as the marketing agent.
(3) Amounts represent long-term portfolios, excluding ETFs.
(4) Includes AUM acquired as part of the acquisition of the GEAM business on July 1, 2016.
The preceding table does not include approximately $20 billion of new asset management business which was awarded but not installed as of December 31, 2017. New business will be reflected in AUM in future periods after installation, and will generate management fee revenue in subsequent periods. Total AUM as of December 31, 2017 included managed assets lost but not liquidated. Lost business occurs from time to time and it is difficult to predict the timing of client behavior in transitioning these assets as the timing can vary significantly.
State Street Corporation | 67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Expenses
Total expenses for Investment Management increased 6%decreased 1% in 20172019 compared to 20162018, primarily due to the full year of the acquired GEAM business compared to a half year in 2016, higher annual meritsavings from resource discipline initiatives and performance based incentive compensation, including higher seasonal deferred incentive compensationprocess re-engineering benefits through our expense for retirement eligible employees and payroll taxes in the first quarter of 2017 compared to the first quarter of 2016, and higher costs to support new business. These increases were partially offset by a one-time acceleration of compensation expense of approximately $81 million in the fourth quarter of 2016 and Beacon savings.savings program.
Additional information about expenses is provided under "Expenses" in “Consolidated"Consolidated Results of Operations”Operations" included in this Management's Discussion and Analysis of this Form 10-K.Analysis.
FINANCIAL CONDITION
The structure of our consolidated statement of condition is primarily driven by the liabilities generated by our Investment Servicing and Investment Management lines of business. Our clients' needs and our operating objectives determine balance sheet volume, mix and currency denomination. As our clients execute their worldwide cash management and investment activities, they utilize deposits and short-term investments that constitute the majority of our liabilities. These liabilities are generally in the form of interest-bearing transaction account deposits, which are denominated in a variety of currencies; non-interest-bearing demand deposits; and repurchase agreements, which generally serve as short-term investment alternatives for our clients.
Deposits and other liabilities resulting from client initiated transactions are invested in assets that generally have contractual maturities significantly longer than our liabilities; however, we evaluate the operational nature of our deposits and seek to maintain appropriate short-term liquidity of those liabilities that are not operational in nature and maintain longer-termed assets for our operational deposits. Our assets consist primarily of securities held in our AFS or HTM portfolios and short-duration financial instruments, such as interest-bearing deposits with banks and securities purchased under resale agreements. The actual mix of assets is determined by the characteristics of the client liabilities and our desire to maintain a well-diversified portfolio of high-quality assets.
TABLE 17: AVERAGE STATEMENT OF CONDITION(1) |
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| (In millions) | Average Balance | | Average Balance | | Average Balance |
| Assets: | | | | | |
| Interest-bearing deposits with banks | $ | 47,514 |
| | $ | 53,091 |
| | $ | 69,753 |
|
| Securities purchased under resale agreements | 2,131 |
| | 2,558 |
| | 3,233 |
|
| Trading account assets | 1,011 |
| | 921 |
| | 1,194 |
|
| Investment securities | 95,779 |
| | 100,738 |
| | 105,611 |
|
| Loans and leases | 21,916 |
| | 19,013 |
| | 17,948 |
|
| Other interest-earning assets | 22,884 |
| | 22,863 |
| | 22,717 |
|
| Average total interest-earning assets | 191,235 |
| | 199,184 |
| | 220,456 |
|
| Cash and due from banks | 3,097 |
| | 3,157 |
| | 2,460 |
|
| Other non-interest-earning assets | 25,118 |
| | 27,386 |
| | 27,516 |
|
| Average total assets | $ | 219,450 |
| | $ | 229,727 |
| | $ | 250,432 |
|
| | | | | | |
| Liabilities and shareholders’ equity: | | | | |
| Interest-bearing deposits: | | | | | |
| U.S. | $ | 30,623 |
| | $ | 30,107 |
| | $ | 30,819 |
|
| Non-U.S. | 91,937 |
| | 95,551 |
| | 102,491 |
|
| Total interest-bearing deposits | 122,560 |
| | 125,658 |
| | 133,310 |
|
| Securities sold under repurchase agreements | 3,683 |
| | 4,113 |
| | 8,875 |
|
| Federal funds purchased | — |
| | 31 |
| | 21 |
|
| Other short-term borrowings | 1,313 |
| | 1,666 |
| | 3,826 |
|
| Long-term debt | 11,595 |
| | 11,401 |
| | 10,301 |
|
| Other interest-bearing liabilities | 4,607 |
| | 5,394 |
| | 6,471 |
|
| Average total interest-bearing liabilities | 143,758 |
| | 148,263 |
| | 162,804 |
|
| Non-interest-bearing deposits | 41,248 |
| | 44,827 |
| | 51,675 |
|
| Other non-interest-bearing liabilities | 12,379 |
| | 14,742 |
| | 14,626 |
|
| Preferred shareholders’ equity | 3,197 |
| | 3,060 |
| | 2,418 |
|
| Common shareholders’ equity | 18,868 |
| | 18,835 |
| | 18,909 |
|
| Average total liabilities and shareholders’ equity | $ | 219,450 |
| | $ | 229,727 |
| | $ | 250,432 |
|
TABLE 19: AVERAGE STATEMENT OF CONDITION(1) |
| | | | | | | | | | | |
| | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Assets: | | | | | |
| Interest-bearing deposits with banks | $ | 48,500 |
| | $ | 54,328 |
| | $ | 47,514 |
|
| Securities purchased under resale agreements | 2,506 |
| | 2,901 |
| | 2,131 |
|
| Trading account assets | 884 |
| | 1,051 |
| | 1,011 |
|
| Investment securities | 91,768 |
| | 88,070 |
| | 95,779 |
|
| Loans and leases | 24,073 |
| | 23,573 |
| | 21,916 |
|
| Other interest-earning assets | 14,160 |
| | 15,714 |
| | 22,884 |
|
| Average total interest-earning assets | 181,891 |
| | 185,637 |
| | 191,235 |
|
| Cash and due from banks | 3,390 |
| | 3,178 |
| | 3,097 |
|
| Other non-interest-earning assets | 38,053 |
| | 34,570 |
| | 25,118 |
|
| Average total assets | $ | 223,334 |
| | $ | 223,385 |
| | $ | 219,450 |
|
| Liabilities and shareholders’ equity: | | | | | |
| Interest-bearing deposits: | | | | | |
| U.S. | $ | 67,547 |
| | $ | 54,953 |
| | $ | 30,623 |
|
| Non-U.S. | 61,301 |
| | 70,623 |
| | 91,937 |
|
Total interest-bearing deposits(2) | 128,848 |
| | 125,576 |
| | 122,560 |
|
| Securities sold under repurchase agreements | 1,616 |
| | 2,048 |
| | 3,683 |
|
| Other short-term borrowings | 1,524 |
| | 1,327 |
| | 1,313 |
|
| Long-term debt | 11,474 |
| | 10,686 |
| | 11,595 |
|
| Other interest-bearing liabilities | 4,103 |
| | 4,956 |
| | 4,607 |
|
| Average total interest-bearing liabilities | 147,565 |
| | 144,593 |
| | 143,758 |
|
Non-interest-bearing deposits(2) | 29,414 |
| | 35,832 |
| | 41,248 |
|
| Other non-interest-bearing liabilities | 21,299 |
| | 19,804 |
| | 12,379 |
|
| Preferred shareholders’ equity | 3,653 |
| | 3,327 |
| | 3,197 |
|
| Common shareholders’ equity | 21,403 |
| | 19,829 |
| | 18,868 |
|
| Average total liabilities and shareholders’ equity | $ | 223,334 |
| | $ | 223,385 |
| | $ | 219,450 |
|
(1) Additional information about our average statement of condition, primarily our interest-earning assets and interest-bearing liabilities, is provided in "Net Interest Income" included in this Management's Discussion and Analysis includedAnalysis.
(2) Total deposits averaged $158.26 billion in this Form 10-K.2019compared to $161.41 billion and $163.81 billion in 2018 and 2017, respectively.
State Street Corporation | 6874
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Investment Securities | | | TABLE 18: CARRYING VALUES OF INVESTMENT SECURITIES | |
| TABLE 20: CARRYING VALUES OF INVESTMENT SECURITIES | | TABLE 20: CARRYING VALUES OF INVESTMENT SECURITIES |
| | As of December 31, | As of December 31, |
| (In millions) | 2017 | | 2016 | 2019 | | 2018 | | 2017 |
| Available-for-sale: | Available-for-sale: | | | | | |
| U.S. Treasury and federal agencies: | U.S. Treasury and federal agencies: | | | | | |
| Direct obligations | $ | 223 |
| | $ | 4,263 |
| $ | 3,487 |
| | $ | 1,039 |
| | $ | 223 |
|
| Mortgage-backed securities | 10,872 |
| | 13,257 |
| 17,838 |
| | 15,968 |
| | 10,872 |
|
| Total U.S. Treasury and federal agencies | 11,095 |
| | 17,520 |
| 21,325 |
| | 17,007 |
| | 11,095 |
|
| Asset-backed securities: | | | | | | | | |
Student loans(1) | 3,358 |
| | 5,596 |
| 531 |
| | 541 |
| | 3,358 |
|
| Credit cards | 1,542 |
| | 1,351 |
| 89 |
| | 583 |
| | 1,542 |
|
| Sub-prime | — |
| | 272 |
| |
| Other | 1,447 |
| | 905 |
| |
| Collateralized loan obligations | | 1,820 |
| | 593 |
| | 1,447 |
|
| Total asset-backed securities | 6,347 |
| | 8,124 |
| 2,440 |
| | 1,717 |
| | 6,347 |
|
| Non-U.S. debt securities: | | | | | | | | |
| Mortgage-backed securities | 6,695 |
| | 6,535 |
| 1,980 |
| | 1,682 |
| | 6,695 |
|
| Asset-backed securities | 2,947 |
| | 2,516 |
| 2,179 |
| | 1,574 |
| | 2,947 |
|
| Government securities | 10,721 |
| | 5,836 |
| 12,373 |
| | 12,793 |
| | 10,721 |
|
| Other | 6,108 |
| | 5,613 |
| 8,658 |
| | 6,602 |
| | 6,108 |
|
| Total non-U.S. debt securities | 26,471 |
| | 20,500 |
| 25,190 |
| | 22,651 |
| | 26,471 |
|
| State and political subdivisions | 9,151 |
| | 10,322 |
| 1,783 |
| | 1,918 |
| | 9,151 |
|
| Collateralized mortgage obligations | 1,054 |
| | 2,593 |
| 104 |
| | 197 |
| | 1,054 |
|
| Other U.S. debt securities | 2,560 |
| | 2,469 |
| 2,973 |
| | 1,658 |
| | 2,560 |
|
| U.S. equity securities | 46 |
| | 42 |
| |
| Non-U.S. equity securities | — |
| | 3 |
| |
| U.S. money-market mutual funds | 397 |
| | 409 |
| |
| Non-U.S. money-market mutual funds | — |
| | 16 |
| |
U.S. equity securities(2) | | — |
| | — |
| | 46 |
|
U.S. money-market mutual funds(2) | | — |
| | — |
| | 397 |
|
| Total | $ | 57,121 |
| | $ | 61,998 |
| $ | 53,815 |
| | $ | 45,148 |
| | $ | 57,121 |
|
| | | | | | | | | |
Held-to-maturity(2): | | | | |
Held-to-maturity(3): | | | | | | |
| U.S. Treasury and federal agencies: | U.S. Treasury and federal agencies: | | | | | |
| Direct obligations | $ | 17,028 |
| | $ | 17,527 |
| $ | 10,311 |
| | $ | 14,794 |
| | $ | 17,028 |
|
| Mortgage-backed securities | 16,651 |
| | 10,334 |
| 26,297 |
| | 21,647 |
| | 16,651 |
|
| Total U.S. Treasury and federal agencies | 33,679 |
| | 27,861 |
| 36,608 |
| | 36,441 |
| | 33,679 |
|
| Asset-backed securities: | | | | | | | | |
Student loans(1) | 3,047 |
| | 2,883 |
| 3,783 |
| | 3,191 |
| | 3,047 |
|
| Credit cards | 798 |
| | 897 |
| — |
| | 193 |
| | 798 |
|
| Other | 1 |
| | 35 |
| — |
| | 1 |
| | 1 |
|
| Total asset-backed securities | 3,846 |
| | 3,815 |
| 3,783 |
| | 3,385 |
| | 3,846 |
|
| Non-U.S. debt securities: | | | | | | | | |
| Mortgage-backed securities | 939 |
| | 1,150 |
| 366 |
| | 638 |
| | 939 |
|
| Asset-backed securities | 263 |
| | 531 |
| — |
| | 223 |
| | 263 |
|
| Government securities | 474 |
| | 286 |
| 328 |
| | 358 |
| | 474 |
|
| Other | 48 |
| | 113 |
| — |
| | 46 |
| | 48 |
|
| Total non-U.S. debt securities | 1,724 |
| | 2,080 |
| 694 |
| | 1,265 |
| | 1,724 |
|
| Collateralized mortgage obligations | 1,209 |
| | 1,413 |
| 697 |
| | 823 |
| | 1,209 |
|
| Total | $ | 40,458 |
| | $ | 35,169 |
| $ | 41,782 |
| | $ | 41,914 |
| | $ | 40,458 |
|
(1) Primarily composedcomprised of securities guaranteed by the federal government with respect to at least 97% of defaulted principal and accrued interest on the underlying loans.
(2) Upon adoption of ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, in 2018, we reclassified money-market funds and equity securities classified as AFS to held at fair value through profit and loss in other assets.
(3) Includes securities at amortized cost or fair value on the date of transfer from AFS.
Additional information about our investment securities portfolio is provided in Note 3 to the consolidated financial statements included in this Form 10-K.
We manage our investment securities portfolio to align with the interest-rateinterest rate and duration characteristics of our client liabilities that we consider to be operational deposits and in the context of the overall structure of our consolidated statement of condition, in consideration of the global interest-rateinterest rate environment. We consider a well-diversified, high-credit quality investment securities portfolio to be an important element in the management of our consolidated statement of condition.
Average duration of our investment securities portfolio increased towas 2.7 years and 3.1 years as of December 31, 2017, compared to 2.5 years as of2019 and December 31, 2016.2018, respectively. The increasedecrease in securities duration is primarily driven by the deploymentimpact of non-U.S. cash into foreignlower long-end U.S. interest rates shortening the duration of mortgage backed securities.
In 2017, we sold $12.2 billion of AFS, primarily Agency MBS and U.S. Treasury securities in our investment portfolio, to position for the then-existing interest rate environment resulting in a pre-tax loss of $39 million.
In 2017, $496 million of Agency MBS previously classified as AFS were transferred to HTM, and in 2016, $4.9 billion of Agency MBS and Student Loan ABS previously classified as AFS were transferred to HTM. Both transfers reflect our intent to hold these securities until their maturity. These securities were transferred at fair value, which included a net unrealized loss of $2.8 million and a net unrealized gain of $87 million as of December 31, 2017 and 2016, respectively, within accumulated other comprehensive loss which will be accreted into interest income over the remaining life of the transferred security (ranging from approximately 10 to 42 years).
Approximately 90% of the carrying value of the portfolio was rated “AAA” or “AA” as of both December 31, 20172019 and 91% as of December 31, 2016.2018.
| | | TABLE 19: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT RATING | |
| TABLE 21: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT RATING | | TABLE 21: INVESTMENT PORTFOLIO BY EXTERNAL CREDIT RATING |
| | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
AAA(1) | 74 | % | | 78 | % | 77 | % | | 76 | % |
| AA | 16 |
| | 13 |
| 13 |
| | 14 |
|
| A | 6 |
| | 5 |
| 5 |
| | 5 |
|
| BBB | 4 |
| | 3 |
| 5 |
| | 5 |
|
| Below BBB | — |
| | 1 |
| — |
| | — |
|
| | 100 | % | | 100 | % | 100 | % | | 100 | % |
(1) Includes U.S. Treasury and federal agency securities that are split-rated, “AAA” by Moody’s Investors Service and “AA+” by Standard & Poor’s.Poor’s and also includes Agency MBS securities which are not explicitly rated but which have an explicit or assumed guarantee from the U.S. government.
State Street Corporation | 69
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As of December 31, 2017,2019 and December 31, 2018, the investment portfolio was diversified with respect to asset class composition. The following table presents the composition of these asset classes.
|
| | | | | |
| TABLE 22: INVESTMENT PORTFOLIO BY ASSET CLASS |
| | December 31, 2019 | | December 31, 2018 |
U.S. Agency Mortgage-backed securities | 41 | % | | 40 | % |
| Foreign sovereign | 19 |
| | 19 |
|
| U.S. Treasuries | 14 |
| | 18 |
|
| Asset-backed securities | 11 |
| | 11 |
|
| Other credit | 15 |
| | 12 |
|
| | 100 | % | | 100 | % |
|
| | | | | |
| TABLE 20: INVESTMENT PORTFOLIO BY ASSET CLASS |
| | December 31, 2017 | | December 31, 2016 |
| US Treasuries | 17 | % | | 23 | % |
| US Agency MBS | 26 |
| | 23 |
|
| ABS | 22 |
| | 23 |
|
| Foreign Sovereign | 12 |
| | 6 |
|
| Other Credit | 23 |
| | 25 |
|
| | 100 | % | | 100 | % |
State Street Corporation | 75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Non-U.S. Debt Securities
Approximately 29%27% of the aggregate carrying value of our investment securities portfolio was non-U.S. debt securities as of both December 31, 2017, compared to approximately 23% as of2019 and December 31, 2016.2018.
| | | TABLE 21: NON-U.S. DEBT SECURITIES | |
| | As of December 31, | |
| TABLE 23: NON-U.S. DEBT SECURITIES | | TABLE 23: NON-U.S. DEBT SECURITIES |
| (In millions) | 2017 | | 2016 | December 31, 2019 | | December 31, 2018 |
| Available-for-sale: | | | | | | |
| Canada | | $ | 2,611 |
| | $ | 2,185 |
|
| Australia | | 2,409 |
| | 2,847 |
|
| France | | 2,223 |
| | 1,875 |
|
European(1) | | 2,101 |
| | 1,087 |
|
| Germany | | 1,944 |
| | 1,547 |
|
| United Kingdom | $ | 5,721 |
| | $ | 5,093 |
| 1,608 |
| | 2,580 |
|
| Australia | 4,717 |
| | 4,272 |
| |
| Canada | 3,066 |
| | 2,989 |
| |
| France | 2,500 |
| | 1,013 |
| |
| Spain | | 1,531 |
| | 1,504 |
|
| Netherlands | | 1,524 |
| | 1,116 |
|
| Austria | | 1,398 |
| | 1,312 |
|
| Japan | | 1,363 |
| | 1,352 |
|
| Ireland | | 1,235 |
| | 1,301 |
|
| Italy | 1,645 |
| | 676 |
| 1,113 |
| | 1,010 |
|
| Spain | 1,413 |
| | 266 |
| |
| Japan | 1,319 |
| | 1,388 |
| |
| Belgium | 1,193 |
| | 360 |
| 977 |
| | 952 |
|
| Netherlands | 1,175 |
| | 1,283 |
| |
| Ireland | 787 |
| | 85 |
| |
| Finland | | 846 |
| | 789 |
|
| Hong Kong | 666 |
| | 664 |
| 617 |
| | 458 |
|
Asian(1) | | 581 |
| | 338 |
|
| Sweden | 538 |
| | 188 |
| 156 |
| | 186 |
|
| Germany | 529 |
| | 713 |
| |
| Luxembourg | | 124 |
| | — |
|
| Brazil | | 93 |
| | — |
|
| Norway | 514 |
| | 508 |
| 51 |
| | 94 |
|
| Finland | 299 |
| | 223 |
| |
| Austria | 234 |
| | 57 |
| |
| South Korea | 19 |
| | 634 |
| |
Other(1) | 136 |
| | 88 |
| |
Other(2) | | 685 |
| | 118 |
|
| Total | $ | 26,471 |
| | $ | 20,500 |
| $ | 25,190 |
| | $ | 22,651 |
|
| Held-to-maturity: | | | | | | |
| Singapore | | $ | 214 |
| | $ | 242 |
|
| United Kingdom | $ | 410 |
| | $ | 504 |
| 126 |
| | 363 |
|
| Germany | | 112 |
| | 115 |
|
| Australia | | 109 |
| | 158 |
|
| Spain | | 85 |
| | 92 |
|
| Netherlands | 372 |
| | 473 |
| — |
| | 187 |
|
| Singapore | 353 |
| | 180 |
| |
| Australia | 235 |
| | 374 |
| |
| Germany | 127 |
| | 329 |
| |
| Spain | 104 |
| | 98 |
| |
Other(2) | 123 |
| | 122 |
| |
Other(3) | | 48 |
| | 108 |
|
| Total | $ | 1,724 |
| | $ | 2,080 |
| $ | 694 |
| | $ | 1,265 |
|
(1) Consists entirely of supranational bonds.
(2) Included approximately $37$618 million and $22$78 million as of December 31, 20172019 and December 31, 2016,2018, respectively, related to Portugal, which was related to MBSsupranational and auto loans.non-U.S. agency bonds.
(2)(3) Included approximately $75$46 million and $80$61 million as of December 31, 20172019 and December 31, 2016,2018, respectively, related to Italy Portugal and Norway,Portugal, all of which were related to MBS and auto loans.MBS.
Approximately 80% and 88%74% of the aggregate carrying value of these non-U.S. debt securities was rated “AAA” or “AA” as of both December 31, 20172019 and December 31, 2016, respectively.2018. The majority of these securities comprised senior positions within the security structures; these positions have a level of protection provided through subordination and other forms of credit protection. As of December 31, 20172019 and December 31, 2016,2018, approximately 61%27% and 65%31%, respectively, of the aggregate carrying value of these non-U.S. debt securities was floating-rate, and accordingly, we consider these securities to have minimal interest-rate risk.floating-rate.
As of December 31, 2017,2019, our non-U.S. debt securities had an average market-to-book ratio of 100.4%101.1%, and an aggregate pre-tax net unrealized gain of approximately $114$271 million, composed of gross unrealized gains of $180$291 million and gross unrealized losses of $66$20 million. These unrealized amounts included;included:
a pre-tax net unrealized gain of $35$195 million, composed of gross unrealized gains of $95$209 million and gross unrealized losses of $60$14 million, associated with non-U.S. AFS debt securities available-for-sale and;securities; and
a pre-tax net unrealized gain of $79$76 million,, composed of gross unrealized gains of $85$82 million and gross unrealized losses of $6$6 million,, associated with non-U.S. HTM debt securities held-to-maturity.
securities.As of December 31, 2017,2019, the underlying collateral for non-U.S. MBS and ABS primarily included U.K., Australian, Dutch, Italian and U.K. prime mortgages and German auto loans.Dutch mortgages. The securities listed under “Canada” were composed of Canadian government securities, and corporate debt and covered bonds.non-U.S. agency securities. The securities listed under “France” were composed of auto loans, prime mortgages, andsovereign bonds, corporate debt, covered bonds, ABS and covered bonds.Non-U.S. agency securities. The securities listed under “Japan” were substantially composed of Japanese government securities and corporate debt.securities.
State Street Corporation | 70
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Municipal Obligations
We carried approximately$9.15 $1.8 billion of municipal securities classified as state and political subdivisions in our investment securities portfolio as of December 31, 20172019, as shown in Table 18:20: Carrying Values of Investment Securities, all of which were classified as AFS. As of the same date,December 31, 2019, we also provided approximately $9.32$9.5 billion of credit and liquidity facilities to municipal issuers.
| | TABLE 22: STATE AND MUNICIPAL OBLIGORS(1) | |
TABLE 24: STATE AND MUNICIPAL OBLIGORS(1) | | TABLE 24: STATE AND MUNICIPAL OBLIGORS(1) |
| (Dollars in millions) | Total Municipal Securities | | Credit and Liquidity Facilities(2) | | Total | | % of Total Municipal Exposure | Total Municipal
Securities | | Credit and Liquidity Facilities(2) | | Total | | % of Total Municipal Exposure |
| As of December 31, 2017 | | | | | | | |
| December 31, 2019 | | December 31, 2019 | | | | | | |
| State of Issuer: | State of Issuer: | | | | | | | State of Issuer: | | | | | | |
| Texas | $ | 1,713 |
| | $ | 1,622 |
| | $ | 3,335 |
| | 18 | % | $ | 275 |
| | $ | 2,345 |
| | $ | 2,620 |
| | 23 | % |
| California | 415 |
| | 2,237 |
| | 2,652 |
| | 14 |
| 111 |
| | 2,114 |
| | 2,225 |
| | 20 |
|
| New York | 742 |
| | 1,288 |
| | 2,030 |
| | 11 |
| 283 |
| | 1,531 |
| | 1,814 |
| | 16 |
|
| Massachusetts | 859 |
| | 991 |
| | 1,850 |
| | 10 |
| 442 |
| | 809 |
| | 1,251 |
| | 11 |
|
| Washington | 623 |
| | 366 |
| | 989 |
| | 5 |
| |
| Total | $ | 4,352 |
| | $ | 6,504 |
| | $ | 10,856 |
| | | $ | 1,111 |
| | $ | 6,799 |
| | $ | 7,910 |
| | |
| | | | | | | | | | | | | | | |
| As of December 31, 2016 | | | | | | | |
| December 31, 2018 | | December 31, 2018 | | | | | | |
| State of Issuer: | State of Issuer: | | | | | | | | | | | | | |
| Texas | $ | 1,781 |
| | $ | 1,685 |
| | $ | 3,466 |
| | 18 | % | $ | 315 |
| | $ | 2,467 |
| | $ | 2,782 |
| | 25 | % |
| California | 523 |
| | 2,298 |
| | 2,821 |
| | 14 |
| 108 |
| | 1,693 |
| | 1,801 |
| | 16 |
|
| New York | 740 |
| | 1,293 |
| | 2,033 |
| | 10 |
| 231 |
| | 1,518 |
| | 1,749 |
| | 15 |
|
| Massachusetts | 916 |
| | 1,071 |
| | 1,987 |
| | 10 |
| 467 |
| | 978 |
| | 1,445 |
| | 13 |
|
| Washington | 708 |
| | 234 |
| | 942 |
| | 5 |
| |
| Maryland | 488 |
| | 411 |
| | 899 |
| | 5 |
| |
| Total | $ | 5,156 |
| | $ | 6,992 |
| | $ | 12,148 |
| | | $ | 1,121 |
| | $ | 6,656 |
| | $ | 7,777 |
| | |
$18.47$11.32 billion and $19.57$11.35 billion across our businesses as of December 31, 20172019 and December 31, 2016,2018, respectively.(2) Includes municipal loans which are also presented within Table 24.26: U.S. and Non-U.S. Loans and Leases.
State Street Corporation | 76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Our aggregate municipal securities exposure presented in Table 22:24: State and Municipal Obligors, was concentrated primarily with highly-rated counterparties, with approximately 92%83% of the obligors rated “AAA” or “AA” as of December 31, 2017.2019. As of that date, approximately 49%20% and 51%79% of our aggregate municipal securities exposure was associated with general obligation and revenue bonds, respectively. The portfolios are also diversified geographically, with the states that represent our largest exposures widely dispersed across the U.S.
Additional information with respect to our assessment of OTTI of our municipal securities is provided in Note 3to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 25: CONTRACTUAL MATURITIES AND YIELDS |
| | | | | | | | | | | | | | | | | | |
| As of December 31, 2019 | Under 1 Year | | 1 to 5 Years | | 6 to 10 Years | | Over 10 Years | | Total |
| (Dollars in millions) | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount |
Available-for-sale(1): | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | |
| Direct obligations | $ | 1,058 |
| | 2.10 | % | | $ | 1,010 |
| | 1.50 | % | | $ | 1,419 |
| | 1.64 | % | | $ | — |
| | — | % | | 3,487 |
|
| Mortgage-backed securities | 118 |
| | 3.71 |
| | 970 |
| | 3.30 |
| | 2,951 |
| | 2.54 |
| | 13,799 |
| | 3.77 |
| | 17,838 |
|
| Total U.S. treasury and federal agencies | 1,176 |
| | | | 1,980 |
| | | | 4,370 |
| | | | 13,799 |
| | | | 21,325 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | | |
|
| Student loans | 72 |
| | 2.72 |
| | 184 |
| | 2.42 |
| | 96 |
| | 2.10 |
| | 179 |
| | 2.77 |
| | 531 |
|
| Credit cards | — |
| | — |
| | — |
| | — |
| | 89 |
| | 2.51 |
| | — |
| | — |
| | 89 |
|
| Collateralized loan obligations | — |
| | — |
| | 745 |
| | 2.60 |
| | 958 |
| | 2.89 |
| | 117 |
| | 2.82 |
| | 1,820 |
|
| Total asset-backed securities | 72 |
| | | | 929 |
| | | | 1,143 |
| | | | 296 |
| | | | 2,440 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
|
| Mortgage-backed securities | 430 |
| | 0.65 |
| | 569 |
| | 0.87 |
| | 196 |
| | 1.12 |
| | 785 |
| | 1.85 |
| | 1,980 |
|
| Asset-backed securities | 487 |
| | 1.01 |
| | 981 |
| | 0.35 |
| | 366 |
| | 0.79 |
| | 345 |
| | 0.47 |
| | 2,179 |
|
| Government securities | 4,183 |
| | 0.25 |
| | 7,381 |
| | 1.61 |
| | 809 |
| | 4.39 |
| | — |
| | — |
| | 12,373 |
|
| Other | 884 |
| | 2.35 |
| | 6,689 |
| | 1.29 |
| | 1,063 |
| | 1.51 |
| | 22 |
| | 3.64 |
| | 8,658 |
|
| Total non-U.S. debt securities | 5,984 |
| | | | 15,620 |
| | | | 2,434 |
| | | | 1,152 |
| | | | 25,190 |
|
State and political subdivisions(2) | 238 |
| | 5.97 |
| | 635 |
| | 5.86 |
| | 554 |
| | 4.65 |
| | 356 |
| | 5.71 |
| | 1,783 |
|
| Collateralized mortgage obligations | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 104 |
| | 3.55 |
| | 104 |
|
| Other U.S. debt securities | 760 |
| | 3.00 |
| | 2,083 |
| | 2.69 |
| | 130 |
| | 2.41 |
| | — |
| | — |
| | 2,973 |
|
| Total | $ | 8,230 |
| | | | $ | 21,247 |
| | | | $ | 8,631 |
| | | | $ | 15,707 |
| | | | $ | 53,815 |
|
| | | | | | | | | | | | | | | | | |
|
Held-to-maturity(1): | | | | | | | | | | | | | | | | |
|
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | |
|
| Direct obligations | $ | 4,116 |
| | 2.27 | % | | $ | 6,161 |
| | 2.31 | % | | $ | 5 |
| | 2.44 | % | | $ | 29 |
| | 2.1 | % | | $ | 10,311 |
|
| Mortgage-backed securities | 9 |
| | 2.88 |
| | 438 |
| | 2.65 |
| | 2,515 |
| | 2.92 |
| | 23,335 |
| | 3.39 |
| | 26,297 |
|
| Total U.S. treasury and federal agencies | 4,125 |
| | | | 6,599 |
| | | | 2,520 |
| | | | 23,364 |
| | | | 36,608 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | | |
|
| Student loans | 96 |
| | 2.09 |
| | 207 |
| | 2.34 |
| | 408 |
| | 2.42 |
| | 3,072 |
| | 2.53 |
| | 3,783 |
|
| Other | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2.79 |
| | — |
|
| Total asset-backed securities | 96 |
| | | | 207 |
| | | | 408 |
| | | | 3,072 |
| | | | 3,783 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
|
| Mortgage-backed securities | 16 |
| | 2.97 |
| | 33 |
| | 1.93 |
| | 4 |
| | 1.80 |
| | 313 |
| | 0.92 |
| | 366 |
|
| Government securities | 328 |
| | 3.8 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 328 |
|
| Total non-U.S. debt securities | 344 |
| | | | 33 |
| | | | 4 |
| | | | 313 |
| | | | 694 |
|
| Collateralized mortgage obligations | 2 |
| | 2.09 |
| | 283 |
| | 2.52 |
| | 13 |
| | 2.39 |
| | 399 |
| | 2.79 |
| | 697 |
|
| Total | $ | 4,567 |
| | | | $ | 7,122 |
| | | | $ | 2,945 |
| | | | $ | 27,148 |
| | | | $ | 41,782 |
|
(1) The maturities of MBS, ABS and CMOs are based on expected principal payments.
(2) Yields were calculated on a FTE basis, using applicable statutory tax rates (21.0% as of December 31, 2019).
State Street Corporation | 7177
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 23: CONTRACTUAL MATURITIES AND YIELDS |
| | | | | | | | | | | | | | | | | |
| As of December 31, 2017 | | Under 1 Year | | 1 to 5 Years | | 6 to 10 Years | | Over 10 Years |
| (Dollars in millions) | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield | | Amount | | Yield |
Available-for-sale(1): | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | |
| Direct obligations | | $ | — |
| | — | % | | $ | 12 |
| | 1.85 | % | | $ | 6 |
| | 3.75 | % | | $ | 205 |
| | 3.30 | % |
| Mortgage-backed securities | | 96 |
| | 2.99 |
| | 762 |
| | 3.39 |
| | 3,123 |
| | 3.06 |
| | 6,891 |
| | 3.26 |
|
| Total U.S. treasury and federal agencies | | 96 |
| | | | 774 |
| | | | 3,129 |
| | | | 7,096 |
| | |
| Asset-backed securities: | | | | | | | | | | | | | | | | |
| Student loans | | 289 |
| | 2.12 |
| | 1,044 |
| | 2.10 |
| | 685 |
| | 2.10 |
| | 1,340 |
| | 2.53 |
|
| Credit cards | | — |
| | — |
| | 1,290 |
| | 1.68 |
| | 252 |
| | 2.24 |
| | — |
| | — |
|
| Other | | — |
| | — |
| | 350 |
| | 2.09 |
| | 956 |
| | 1.68 |
| | 141 |
| | 2.08 |
|
| Total asset-backed securities | | 289 |
| | | | 2,684 |
| | | | 1,893 |
| | | | 1,481 |
| | |
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | | 551 |
| | 1.51 |
| | 4,502 |
| | 0.99 |
| | 602 |
| | 2.11 |
| | 1,040 |
| | 2.42 |
|
| Asset-backed securities | | 205 |
| | 0.38 |
| | 2,185 |
| | 0.75 |
| | 557 |
| | 0.68 |
| | — |
| | — |
|
| Government securities | | 2,195 |
| | 3.65 |
| | 3,201 |
| | 1.56 |
| | 4,448 |
| | 2.57 |
| | 877 |
| | 1.71 |
|
| Other | | 1,078 |
| | 2.75 |
| | 4,235 |
| | 1.12 |
| | 758 |
| | 1.81 |
| | 37 |
| | 2.68 |
|
| Total non-U.S. debt securities | | 4,029 |
| | | | 14,123 |
| | | | 6,365 |
| | | | 1,954 |
| | |
State and political subdivisions(2) | | 474 |
| | 5.59 |
| | 2,415 |
| | 6.25 |
| | 4,724 |
| | 6.73 |
| | 1,538 |
| | 6.74 |
|
| Collateralized mortgage obligations | | 3 |
| | 3.05 |
| | 145 |
| | 2.81 |
| | 170 |
| | 3.25 |
| | 736 |
| | 3.33 |
|
| Other U.S. debt securities | | 296 |
| | 5.34 |
| | 1,097 |
| | 2.84 |
| | 1,107 |
| | 2.55 |
| | 60 |
| | 3.07 |
|
| Total | | $ | 5,187 |
| | | | $ | 21,238 |
| | | | $ | 17,388 |
| | | | $ | 12,865 |
| | |
| | | | | | | | | | | | | | | | | |
Held-to-maturity(1): | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | |
| Direct obligations | | $ | 1,988 |
| | 1.33 | % | | $ | 14,968 |
| | 2.16 | % | | $ | 14 |
| | 1.66 | % | | $ | 58 |
| | 1.58 | % |
| Mortgage-backed securities | | — |
| | — |
| | 162 |
| | 2.57 |
| | 1,605 |
| | 3.04 |
| | 14,884 |
| | 3.12 |
|
| Total U.S. treasury and federal agencies | | 1,988 |
| | | | 15,130 |
| | | | 1,619 |
| | | | 14,942 |
| | |
| Asset-backed securities: | | | | | | | | | | | | | | | | |
| Student loans | | 35 |
| | 1.66 |
| | 245 |
| | 1.87 |
| | 265 |
| | 1.93 |
| | 2,502 |
| | 2.10 |
|
| Credit cards | | 178 |
| | 2.22 |
| | 620 |
| | 1.88 |
| | — |
| | — |
| | — |
| | — |
|
| Other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| | 2.46 |
|
| Total asset-backed securities | | 213 |
| | | | 865 |
| | | | 265 |
| | | | 2,503 |
| | |
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | | 132 |
| | 0.52 |
| | 217 |
| | 0.48 |
| | 45 |
| | 2.70 |
| | 545 |
| | 1.10 |
|
| Asset-backed securities | | 26 |
| | 0.18 |
| | 237 |
| | 0.99 |
| | — |
| | — |
| | — |
| | — |
|
| Government securities | | 353 |
| | 3.54 |
| | 121 |
| | 0.25 |
| | — |
| | — |
| | — |
| | — |
|
| Other | | — |
| | — |
| | 48 |
| | 0.01 |
| | — |
| | — |
| | — |
| | — |
|
| Total non-U.S. debt securities | | 511 |
| | | | 623 |
| | | | 45 |
| | | | 545 |
| | |
| Collateralized mortgage obligations | | 8 |
| | 3.12 |
| | 144 |
| | 2.49 |
| | 343 |
| | 2.25 |
| | 714 |
| | 2.50 |
|
| Total | | $ | 2,720 |
| | | | $ | 16,762 |
| | | | $ | 2,272 |
| | | | $ | 18,704 |
| | |
(1) The maturities of MBS, ABS and collateralized mortgage obligations are based on expected principal payments.
(2) Yields were calculated on a fully taxable-equivalent basis, using applicable statutory tax rates (35% as of December 31, 2017). Going forward, the statutory tax rate will reflect the impact of TCJA.
State Street Corporation | 72
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Impairment
Impairment exists when the fair value of an individual security is below its amortized cost basis. Impairment of a security is further assessed to determine whether such impairment is other-than-temporary. For AFS and HTM debt securities, we record impairment in our consolidated statement of income when management intends to sell (or may be required to sell) the securities before they recover in value, or when management expects the present value of cash flows expected to be collected from the securities to be less than the amortized cost of the impaired security (a credit loss).
We conduct periodic reviews of individual securities to assess whether OTTI exists. Our assessment of OTTI involves an evaluation of economic and security-specific factors. Such factors are based on estimates, derived by management, which contemplate current market conditions and security-specific performance. To the extent that market conditions are worse than management's expectations or due to idiosyncratic bond performance, OTTI could increase, in particular the credit-related component that would be recorded in our consolidated statement of income.
We recorded less than $1 million of OTTI in 2017 and $2 million in 2016. Management considers the aggregate decline in fair value of the remaining investment securities and the resulting gross unrealized losses of $657 million as of December 31, 2017 to be temporary and not the result of any material changes in the credit characteristics of the securities. Additional information with respect to OTTI, net impairment losses and gross unrealized losses is provided in Note 3 to the consolidated financial statements included in this Form 10-K.
Our evaluation of potential OTTI of structured credit securities with collateral in the U.K. and continental Europe takes into account the outcome from the Brexit referendum and other geopolitical events, and assumes no disruption of payments on these securities.
Loans and Leases |
| | | | | | | | | | | | | | | | | | | |
| TABLE 26: U.S. AND NON- U.S. LOANS AND LEASES |
| | As of December 31, |
| (In millions) | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
Domestic(1): | | | | | | | | | |
| Commercial and financial | $ | 18,762 |
| | $ | 19,479 |
| | $ | 18,696 |
| | $ | 16,412 |
| | $ | 15,899 |
|
| Commercial real estate | 1,766 |
| | 874 |
| | 98 |
| | 27 |
| | 28 |
|
Lease financing(2) | — |
| | — |
| | 267 |
| | 338 |
| | 337 |
|
| Total domestic | 20,528 |
| | 20,353 |
| | 19,061 |
| | 16,777 |
| | 16,264 |
|
Foreign(1): | | | | | | | | | |
| Commercial and financial | 5,781 |
| | 5,436 |
| | 3,837 |
| | 2,476 |
| | 1,957 |
|
Lease financing(2) | — |
| | — |
| | 396 |
| | 504 |
| | 578 |
|
| Total foreign | 5,781 |
| | 5,436 |
| | 4,233 |
| | 2,980 |
| | 2,535 |
|
Total loans and leases(3)(4) | $ | 26,309 |
| | $ | 25,789 |
| | $ | 23,294 |
| | $ | 19,757 |
| | $ | 18,799 |
|
| Average loans and leases | $ | 24,073 |
| | $ | 23,573 |
| | $ | 21,916 |
| | $ | 19,013 |
| | $ | 17,948 |
|
(2) We wound down our lease financing business in 2018.
(3) Includes $3,256 million and $5,444 million of overdrafts as of December 31, 2019 and December 31, 2018, respectively.
(4) As of December 31, 2019, floating rate loans totaled $24,289 million and fixed rate loans totaled $2,020 million.
Loans and Leases
|
| | | | | | | | | | | | | | | | | | | |
| TABLE 24: U.S. AND NON- U.S. LOANS AND LEASES |
| | As of December 31, |
| (In millions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Domestic: | | | | | | | | | |
| Commercial and financial | $ | 18,696 |
| | $ | 16,412 |
| | $ | 15,899 |
| | $ | 14,515 |
| | $ | 10,305 |
|
| Commercial real estate | 98 |
| | 27 |
| | 28 |
| | 28 |
| | 209 |
|
| Lease financing | 267 |
| | 338 |
| | 337 |
| | 335 |
| | 339 |
|
| Total domestic | 19,061 |
| | 16,777 |
| | 16,264 |
| | 14,878 |
| | 10,853 |
|
| Non-U.S.: | | | | | | | | | |
| Commercial and financial | 3,837 |
| | 2,476 |
| | 1,957 |
| | 2,653 |
| | 1,877 |
|
| Lease financing | 396 |
| | 504 |
| | 578 |
| | 668 |
| | 756 |
|
| Total non-U.S. | 4,233 |
| | 2,980 |
| | 2,535 |
| | 3,321 |
| | 2,633 |
|
| Total loans and leases | $ | 23,294 |
| | $ | 19,757 |
| | $ | 18,799 |
| | $ | 18,199 |
| | $ | 13,486 |
|
| Average loans and leases | $ | 21,916 |
| | $ | 19,013 |
| | $ | 17,948 |
| | $ | 15,912 |
| | $ | 13,781 |
|
The increasedecrease in domestic loans in the commercial and financial segment as of December 31, 20172019 compared to December 31, 20162018 was primarily driven by higher levels ofa decrease in loans to investment funds and senior secured loans. The increase in foreign loans in the same period was primarily driven by an increase in loans to municipalities.investment funds and senior secured loans.
As of both December 31, 20172019 and December 31, 2016,2018, our investment in senior secured loans, otherwise known as leveraged loans, totaled approximately $3.5 billion.$4.46 billion and $4.42 billion, respectively. In addition, we had binding unfunded commitments as of December 31, 20172019 and December 31, 20162018 of $279$176 million and $76$238 million, respectively, to participate in such syndications. Additional information about these unfunded commitments is provided in Note 12 to the consolidated financial statements in this Form 10-K.
These senior secured loans, which are primarily rated “speculative” under our internal risk-rating framework (refer to Note 4 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, in this Form 10-K), are externally rated “BBB,” “BB” or “B,” with approximately 89%86% and 92%90% of the loans rated “BB” or “B” as of December 31, 20172019 and December 31, 2016,2018, respectively. Our investment strategy involves generally limiting our investment to larger, more liquid credits underwritten by major global financial institutions, applying our internal credit analysis process to each potential investment and diversifying our exposure by counterparty and industry segment. However, these loans have significant exposure to credit losses relative to higher-rated loans.
Loans to municipalities includedloans in the commercial and financial segment were $2.1 billion and $1.4 billion as of December 31, 2017 and December 31, 2016, respectively.
As of December 31, 2017 and December 31, 2016, unearned income deducted from our investment in leveraged lease financing was $75 million and $94 million, respectively, for U.S. leases and $159 million and $192 million, respectively, for non-U.S. leases.portfolio.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Additional information about all of our loan-and-leasesloan segments, as well as underlying classes, is provided in Note 4 to the consolidated financial statements included in this Form 10-K.
No loans were modified in troubled debt restructurings in 2017 or 2016.as of both December 31, 2019 and December 31, 2018.
|
| | | | | | | | | | | | | | | |
| TABLE 27: CONTRACTUAL MATURITIES FOR LOANS |
| | As of December 31, 2019 |
| (In millions) | Under 1 year | | 1 to 5 years | | Over 5 years | | Total |
| Domestic: | | | | | | | |
| Commercial and financial | $ | 10,883 |
| | $ | 5,464 |
| | $ | 2,415 |
| | $ | 18,762 |
|
| Commercial real estate | — |
| | 277 |
| | 1,489 |
| | 1,766 |
|
| Total domestic | 10,883 |
| | 5,741 |
| | 3,904 |
| | 20,528 |
|
| Foreign: | | | | | | | |
| Commercial and financial | 3,525 |
| | 1,569 |
| | 687 |
| | 5,781 |
|
| Total foreign | 3,525 |
| | 1,569 |
| | 687 |
| | 5,781 |
|
| Total loans | $ | 14,408 |
| | $ | 7,310 |
| | $ | 4,591 |
| | $ | 26,309 |
|
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | | | | | | | |
| TABLE 25: CONTRACTUAL MATURITIES FOR LOANS AND LEASES |
| | As of December 31, 2017 |
| (In millions) | Total | | Under 1 Year | | 1 to 5 Years | | Over 5 Years |
| Domestic: | | | | | | | |
| Commercial and financial | $ | 18,696 |
| | $ | 11,517 |
| | $ | 4,863 |
| | $ | 2,316 |
|
Commercial real estate
| 98 |
| | — |
| | — |
| | 98 |
|
| Lease financing | 267 |
| | 144 |
| | — |
| | 123 |
|
| Total domestic | 19,061 |
| | 11,661 |
| | 4,863 |
| | 2,537 |
|
| Non-U.S.: | | | | | | | |
| Commercial and financial | 3,837 |
| | 1,878 |
| | 1,544 |
| | 415 |
|
Lease financing
| 397 |
| | 123 |
| | 91 |
| | 183 |
|
| Total non-U.S. | 4,234 |
| | 2,001 |
| | 1,635 |
| | 598 |
|
| Total loans and leases | $ | 23,295 |
| | $ | 13,662 |
| | $ | 6,498 |
| | $ | 3,135 |
|
|
| | | |
| TABLE 26: CLASSIFICATION OF LOAN AND LEASE BALANCES DUE AFTER ONE YEAR | |
| (In millions) | As of December 31, 2017 |
| Loans and leases with predetermined interest rates | $ | 494 |
|
| Loans and leases with floating or adjustable interest rates | 9,138 |
|
| Total | $ | 9,632 |
|
|
| | | | | | | | | | | | | | | | | | | |
| TABLE 27: ALLOWANCE FOR LOAN AND LEASE LOSSES |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Allowance for loan and lease losses: | | | | | | | | | |
| Beginning balance | $ | 53 |
| | $ | 46 |
| | $ | 38 |
| | $ | 28 |
| | $ | 22 |
|
Provision for loan and lease losses(1) | 2 |
| | 10 |
| | 12 |
| | 10 |
| | 6 |
|
Charge-offs(2) | (1 | ) | | (3 | ) | | (4 | ) | | — |
| | — |
|
| Ending balance | $ | 54 |
| | $ | 53 |
| | $ | 46 |
| | $ | 38 |
| | $ | 28 |
|
|
| | | |
| TABLE 28: CLASSIFICATION OF LOAN BALANCES DUE AFTER ONE YEAR |
| (In millions) | As of December 31, 2019 |
| Loans with predetermined interest rates | $ | 1,971 |
|
| Loans with floating or adjustable interest rates | 9,930 |
|
| Total | $ | 11,901 |
|
|
| | | | | | | | | | | | | | | | | | | |
| TABLE 29: ALLOWANCE FOR LOAN AND LEASE LOSSES |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 | | 2016 | | 2015 |
| Allowance for loan and lease losses: | | | | | | | | | |
| Beginning balance | $ | 67 |
| | $ | 54 |
| | $ | 53 |
| | $ | 46 |
| | $ | 38 |
|
Provision for loan and lease losses(1) | 10 |
| | 15 |
| | 2 |
| | 10 |
| | 12 |
|
Charge-offs(2) | (3 | ) | | (2 | ) | | (1 | ) | | (3 | ) | | (4 | ) |
| Ending balance | $ | 74 |
|
| $ | 67 |
| | $ | 54 |
|
| $ | 53 |
|
| $ | 46 |
|
(1)The provision for loan and lease losses is primarily related to commercial and financial loans.
(2) The charge-offs are related to commercial and financial loans.
TheWe recorded a provision for loan losses of $10 million in 2019 compared to $15 million in 2018 and $2 million and the charge-offs of $1 million recorded in 2017 were associated with our exposure to senior secured loans to non-investment grade institutional borrowers, which were purchased in connection with our participation in syndicated loans.2017.
As of December 31, 2017 and December 31, 2016,2019, approximately $47$61 million and $44 million, respectively, of our allowance for loan and lease losses were(ALLL) was related to senior secured loans included in the commercial and financial segment.segment compared to $60 million as of December 31, 2018. As this portfolio grows and matures, our allowance for loan and lease lossesALLL related to these loans may increase through additional provisions for credit losses. The remaining $7$13 million and $9$7 million as of December 31, 20172019 and December 31, 2016,2018, respectively, werewas related to other components of commercial and financial loans.
Cross-Border Outstandings
Cross-border outstandings are amounts payable to us by non-U.S. counterparties which are denominated in U.S. dollars or other non-local currency, as well as non-U.S. local currency claims not funded by local currency liabilities. Our cross-border outstandings consist primarily of deposits with banks; loans and lease financing, including short-duration advances; investment securities; amounts related to foreign exchangeFX and interest-rateinterest rate contracts; and securities finance. In addition to credit risk, cross-border outstandings have the risk that, as a result of political or economic conditions in a country, borrowers may be unable to meet their contractual repayment obligations of principal and/or interest when due because of the unavailability of, or restrictions on, foreign exchangeFX needed by borrowers to repay their obligations.
State Street Corporation | 74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As market and economic conditions change, the major independent credit rating agencies may downgrade U.S. and non-U.S. financial institutions and sovereign issuers which have been, and may in the future be, significant counterparties to us, or whose financial instruments serve as collateral on which we rely for credit risk mitigation purposes, and may do so
again in the future. As a result, we may be exposed to increased counterparty risk, leading to negative ratings volatility.
The cross-border outstandings presented in Table 28: Cross-Border Outstandings,30: Cross-border outstandings, represented approximately 26%, 28% and 25% of our consolidated total assets as of both December 31, 2017, 20162019 and 2015 respectively.December 31, 2018.
|
| | | | | | | | | | | |
TABLE 28: CROSS-BORDER OUTSTANDINGS(1) |
| (In millions) | Investment Securities and Other Assets | | Derivatives and Securities on Loan | | Total Cross-Border Outstandings |
| December 31, 2017 | |
| | | | |
| Germany | $ | 18,201 |
| | $ | 295 |
| | $ | 18,496 |
|
| Japan | 15,250 |
| | 549 |
| | 15,799 |
|
United Kingdom
| 12,051 |
| | 1,253 |
| | 13,304 |
|
| Australia | 5,278 |
| | 390 |
| | 5,668 |
|
| Canada | 4,215 |
| | 707 |
| | 4,922 |
|
| France | 2,684 |
| | 344 |
| | 3,028 |
|
| December 31, 2016 | | | |
| | |
|
| United Kingdom | $ | 18,712 |
| | $ | 1,761 |
| | $ | 20,473 |
|
| Japan | 17,922 |
| | 1,171 |
| | 19,093 |
|
| Germany | 13,812 |
| | 484 |
| | 14,296 |
|
| Australia | 5,122 |
| | 986 |
| | 6,108 |
|
| Luxembourg | 3,389 |
| | 762 |
| | 4,151 |
|
| Canada | 3,179 |
| | 781 |
| | 3,960 |
|
| December 31, 2015 | | | | | |
| United Kingdom | $ | 16,965 |
| | $ | 1,589 |
| | $ | 18,554 |
|
| Japan | 17,328 |
| | 87 |
| | 17,415 |
|
| Germany | 12,111 |
| | 569 |
| | 12,680 |
|
| Australia | 4,035 |
| | 292 |
| | 4,327 |
|
| Canada | 3,156 |
| | 1,113 |
| | 4,269 |
|
| Luxembourg | 3,034 |
| | 514 |
| | 3,548 |
|
|
| | | | | | | | | | | |
TABLE 30: CROSS-BORDER OUTSTANDINGS(1) |
| (In millions) | Investment Securities and Other Assets | | Derivatives and Securities on Loan | | Total Cross-Border Outstandings |
| December 31, 2019 | |
| | | | |
| Germany | $ | 20,968 |
| | $ | 217 |
| | $ | 21,185 |
|
| United Kingdom | 13,764 |
| | 1,468 |
| | 15,232 |
|
| Japan | 11,121 |
| | 555 |
| | 11,676 |
|
| Luxembourg | 3,399 |
| | 668 |
| | 4,067 |
|
| Canada | 2,955 |
| | 783 |
| | 3,738 |
|
| Australia | 3,100 |
| | 597 |
| | 3,697 |
|
| France | 2,813 |
| | 240 |
| | 3,053 |
|
| Ireland | 1,988 |
| | 641 |
| | 2,629 |
|
| Switzerland | 1,724 |
| | 589 |
| | 2,313 |
|
| December 31, 2018 | | | | | |
|
| Germany | $ | 20,157 |
| | $ | 489 |
| | $ | 20,646 |
|
| Japan | 13,985 |
| | 1,084 |
| | 15,069 |
|
| United Kingdom | 12,623 |
| | 1,176 |
| | 13,799 |
|
| Australia | 4,217 |
| | 1,349 |
| | 5,566 |
|
| Canada | 3,010 |
| | 1,507 |
| | 4,517 |
|
| Ireland | 2,019 |
| | 809 |
| | 2,828 |
|
| France | 2,495 |
| | 294 |
| | 2,789 |
|
| Luxembourg | 2,033 |
| | 710 |
| | 2,743 |
|
| December 31, 2017 | | | | | |
| Germany | $ | 18,201 |
| | $ | 295 |
| | $ | 18,496 |
|
| Japan | 15,250 |
| | 549 |
| | 15,799 |
|
| United Kingdom | 12,051 |
| | 1,253 |
| | 13,304 |
|
| Australia | 5,278 |
| | 390 |
| | 5,668 |
|
| Canada | 4,215 |
| | 707 |
| | 4,922 |
|
| France | 2,684 |
| | 344 |
| | 3,028 |
|
(1) Cross-border outstandings included countries in which we do business, and which amounted to at least 1% of our consolidated total assets as of the dates indicated.
As of December 31, 2019, aggregate cross-border outstandings in the Netherlands amounted to between 0.75% and 1% of our consolidated assets, at approximately $1.89 billion. As of both December 31, 2018 and December 31, 2017, there were no countries whose aggregate cross-border outstandings amounted to between 0.75% and 1% of our consolidated assets. As of December 31, 2016, aggregate cross-border outstandings in countries which amounted to between 0.75% and 1% of our consolidated assets totaled approximately $1.84 billion and $2.38 billion to France and the Netherlands, respectively. As of December 31, 2015, aggregate cross-border outstandings in countries which amounted to between 0.75% and 1% of our consolidated assets totaled approximately $2.20 billion to the Netherlands.
State Street Corporation | 79
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Risk Management
General
In the normal course of our global business activities, we are exposed to a variety of risks, some inherent in the financial services industry, others more specific to our business activities. Our risk management framework focuses on material risks, which include the following:
credit and counterparty risk;
liquidity risk, funding and management;
operational risk;
information technology risk;
market risk associated with our trading activities;
market risk associated with our non-trading activities, which we refer to as asset-and-liability management, and which consists primarily of interest-rateinterest rate risk;
strategic risk;
model risk; and
reputational, fiduciary and business conduct risk.
Many of these risks, as well as certain factors underlying each of these risks that could affect our businesses and our consolidated financial statements, are discussed in detail under Item 1A, Risk Factors, of"Risk Factors" in this Form 10-K.
The scope of our business requires that we balance these risks with a comprehensive and well-integrated risk management function. The identification, assessment, monitoring, mitigation and reporting of risks are essential to our financial performance and successful management of our businesses. These risks, if not effectively managed, can result in losses to State Streetus as well as erosion of our capital and damage to our reputation. Our approach, including Board and senior management oversight and a system of policies, procedures, limits, risk measurement and monitoring and internal controls, allows for an assessment of risks within a framework for evaluating opportunities for the prudent use of capital that appropriately balances risk and return.
Our objective is to optimize our return while operating at a prudent level of risk. In support of this objective, we have instituted a risk appetite framework that aligns our business strategy and financial objectives with the level of risk that we are willing to incur.
Our risk management is based on the following major goals:
A culture of risk awareness that extends across all of our business activities;
State Street Corporation | 75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The identification, classification and quantification of State Street'sour material risks;
The establishment of our risk appetite and associated limits and policies, and our compliance with these limits;
The establishment of a risk management structure at the “top of the house” that enables the control and coordination of risk-taking across the business lines;
The implementation of stress testing practices and a dynamic risk-assessment capability;
A direct link between risk and strategic-decision making processes and incentive compensation practices; and
The overall flexibility to adapt to the ever-changing business and market conditions.
Our risk appetite framework outlines the quantitative limits and qualitative goals that define our risk appetite, as well as the responsibilities for measuring and monitoring risk against limits, and for reporting, escalating, approving and addressing exceptions. Our risk appetite framework is established by ERM, a corporate risk oversight group, in conjunction with the MRAC and the RC of the Board. The Board formally reviews and approves our risk appetite statement annually, or more frequently as required.
The risk appetite framework describes the level and types of risk that we are willing to accommodate in executing our business strategy, and also serves as a guide in setting risk limits across our business units. In addition to our risk appetite framework, we use stress testing as another important tool in our risk management practice. Additional information with respect to our stress testing process and practices is provided under “Capital” under Item 7,in this Management's Discussion and Analysis, of this Form 10-K.Analysis.
Disclosures about our management of significant risks can be found on the following pages within this Form 10-K.
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Information Technology Risk Management | |
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Governance and Structure
We have an approach to risk management that involves all levels of management, from the Board and its committees, including its E&A Committee, RC, the ECC, as well as the Technology Committee,HRC and TOPS, to each business unit and each employee. We allocate responsibility for risk oversight so that risk/return decisions are made at an appropriate level, and are subject to robust and effective review and challenge. Risk management is the responsibility of each employee, and is implemented through three lines of defense: the business units, which own and manage the risks inherent in their business, are considered the first line of defense; ERM and other support functions, such as Compliance, Finance and Vendor Management, provide the second line of defense; and Corporate Audit, which assesses the effectiveness of the first two lines of defense.
State Street Corporation | 80
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The responsibilities for effective review and challenge reside with senior managers, management oversight committees, Corporate Audit and, ultimately, the Board and its committees. While we believe that our risk management program is effective in managing the risks in our businesses, internal and external factors may create risks that cannot always be identified or anticipated.
Corporate-level risk committees provide focused oversight, and establish corporate standards and policies for specific risks, including credit, sovereign exposure, market, liquidity, operational, information technology as well as new business products, regulatory compliance and ethics, vendor risk and model risks. These committees have been delegated the responsibility to develop recommendations and remediation strategies to address issues that affect or have the potential to affect State Street.us.
We maintain a risk governance committee structure which serves as the formal governance mechanism through which we seek to undertake the consistent identification, management and mitigation of various risks facing State Streetus in connection with its business activities. This governance structure is enhanced and integrated through multi-disciplinary involvement, particularly through ERM. The following chart presents this structure.
State Street Corporation | 76
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | | |
| | Management Risk Governance Committee Structure |
|
| |
| | | | | | | | | | |
| | Executive Management Committees: | | | | |
| | | | | | | | | | |
| | Management Risk and Capital Committee
(MRAC) | | Business Conduct Risk Committee
(BCRC) | | Technology and Operational Risk Committee
(TORC) |
| | | | | | | | | | |
| | Risk Committees: | | | | | | |
| | | | | | | | | | |
| | Asset-Liability Committee (ALCO) | | Credit Risk and Policy Committee
(CRPC) | | Fiduciary Review Committee | | Operational Risk Committee | | Technology Risk Governance Committee |
| | | | | | | | | | |
| | Trading and Market Risk Committee (TMRC) | | Basel Oversight Committee
(BOC) | | New Business and Product Approval Committee | | Executive Continuity SteeringInformation Security Committee | | Executive Information Security Committee |
| | | | | | | | | | |
| | Recovery and Resolution Planning Executive Review Board | | Model Risk Committee
(MRC) | | Compliance and Ethics Committee | | Third Party Risk Management Steering Committee | | Access Control Board |
| | | | | | | | | | |
| | CCAR Steering Committee | | SSGA Risk Committee | | Legal Entity Oversight Committee | | Business Controls Steering Committee | | Global Transitions Oversight Committee |
| | | | | | | | | | |
| | Country Risk Committee | | Regulatory Reporting Oversight Committee | | Conduct Standards Committee | | Data Governance Board | | |
| | | | | | | | | |
Enterprise Risk Management
The goal of ERM is to ensure that risks are proactively identified, well-understood and prudently managed in support of our business strategy. ERM provides risk oversight, support and coordination to allow for the consistent identification, measurement and management of risks across business units separate from the business units' activities, and is responsible for the formulation and maintenance of corporate-wide risk management policies and guidelines. In addition, ERM establishes and reviews limits and, in collaboration with business unit management, monitors key risks. Ultimately, ERM works to validate that risk-taking occurs within the risk appetite statement approved by the Board and conforms to associated risk policies, limits and guidelines.
State Street Corporation | 81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The CROChief Risk Officer (CRO) is responsible for State Street’sour risk management globally, leads ERM and has a dual reporting line to State Street’sour CEO and the Board’s RC. ERM manages its responsibilities globally through a three-dimensional organization structure:
“Vertical” business unit-aligned risk groups that support business managers with risk management, measurement and monitoring activities;
“Horizontal” risk groups that monitor the risks that cross all of our business units (for example, credit and operational risk); and
Risk oversight for international activities, which combines intersecting “Verticals” and “Horizontals” through a hub and spoke model to provide important regional and legal entity perspectives to the global risk framework.
Sitting on top of this three-dimensional organization structure is a centralized group responsible for the aggregation of risk exposures across the vertical, horizontal and regional dimensions, for consolidated reporting, for setting the corporate-level risk appetite framework and associated limits and policies, and for dynamic risk assessment across State Street.our business.
State Street Corporation | 77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Board Committees
The Board has four committees which assist it in discharging its responsibilities with respect to risk management: the RC, the E&A Committee, the ECC,HRC and the Technology Committee.TOPS.
The RC is responsible for oversight related to the operation of our global risk management framework, including policies and procedures establishing risk management governance and processes and risk control infrastructure for our global operations. The RC is responsible for reviewing and discussing with management our assessment and management of all risks applicable to our operations, including credit, market, interest rate, liquidity, operational, andregulatory, technology, business, risks, as well as compliance and reputational riskreputation risks, and related policies.
In addition, the RC provides oversight on strategicof capital governance principlespolicies, capital planning and controls,balance sheet management, resolution planning and monitors capital adequacy in relation to risk. The RC is also responsible for discharging the duties and obligations of the Board under applicable Basel and other regulatory requirements.
The E&A Committee oversees management's operation of our comprehensive system of internal controls covering the integrity of our consolidated financial statements and reports, compliance with laws, regulations and corporate policies. The E&A Committee acts on behalf of the Board in monitoring and overseeing the performance of Corporate Audit and in reviewing certain communications with banking regulators. The
E&A Committee has direct responsibility for the appointment, compensation, retention, evaluation and oversight of the work of our independent registered public accounting firm, including sole authority for the establishment of pre-approval policies and procedures for all audit engagements and any non-audit engagements.
The ECCHRC has direct responsibility for the oversight of human capital management, all compensation plans, policies and programs of State Street in which executive officers participate and incentive, retirement, welfare as well as equity plans in which certain of our other employees of State Street participate. In addition, the ECCHRC oversees the alignment of our incentive compensation arrangements with our safety and soundness, including the integration of risk management objectives, and related policies, arrangements and control processes consistent with applicable related regulatory rules and guidance.
The Technology CommitteeTOPS leads and assists in the Board’s oversight of technology and operational risk management and the role of technologythese risks in executing State Street’sour strategy and supporting State Street’sour global business requirements. The TOPS reviews strategic initiatives from a technology and operational requirements. The Technology Committee reviews the use of technology in our activitiesrisk perspective and operations,
as well as significant technology and technology-related strategies, investments and policies. In addition, the Technology Committee reviews and approves technology and technology-related risk matters. In addition, TOPS reviews matters includingrelated to corporate information security and cyber security.cyber-security programs, business continuity and technology resiliency, data and access management and third-party risk management.
Executive Management Committees
MRAC is the senior management decision-making body for risk and capital issues, and oversees our financial risks, our consolidated statement of condition, and our capital adequacy, liquidity and recovery and resolution planning. Its responsibilities include:
The approval of the policies of our global risk, capital and liquidity management frameworks, including our risk appetite framework;
The monitoring and assessment of our capital adequacy based on internal policies and regulatory requirements;
The oversight of our firm-wide risk identification, model risk governance, stress testing and Recovery and Resolution Plan programs; and
The ongoing monitoring and review of risks undertaken within the businesses, and our senior management oversight and approval of risk strategies and tactics.
MRAC, is co-chaired by our CRO and CFO,Chief Financial Officer, who regularly present to the RC on developments in the risk environment and performance trends in our key business areas.
BCRC provides additional risk governance and leadership, by overseeing our business practices in
State Street Corporation | 82
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
terms of our compliance with laws, regulations and our standards of business conduct, our commitments to clients and others with whom we do business, and potential reputational risks. Management considers adherence to high ethical standards to be critical to the success of our business and to our reputation. The BCRC is co-chaired by our CAOChief Compliance Officer and our Chief Legal Officer.General Counsel.
TORC oversees and assesses the effectiveness of corporate-wide technology and operational risk management programs, to manage and control technology and operational risk consistently across the organization. TORC is co-chaired by the CAOChief Operating Officer and the Chief InformationRisk Officer.
State Street Corporation | 78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Risk Committees
The following risk committees, under the oversight of the respective executive management committees, have focused responsibilities for oversight of specific areas of risk management:
MRAC
ALCO is the senior corporate oversightManagement Risk and decision-making body for balance sheet strategy, Global Treasury business activities and risk management for interest rate risk, liquidity risk and non-trading market risk. ALCO’s roles and responsibilities are designed to be complementary to, and in coordination with the MRAC, which approves the corporate risk appetite and associated balance sheet strategy.Capital Committee
| |
| • | ALCO is the senior corporate oversight and decision-making body for balance sheet strategy, Global Treasury business activities and risk management for interest rate risk, liquidity risk and non-trading market risk. ALCO’s roles and responsibilities are designed to be complementary to, and in coordination with the MRAC, which approves the corporate risk appetite and associated balance sheet strategy; |
CRPC has primary responsibility for the oversight and review of credit and counterparty risk across business units, as well as oversight, review and approval of the credit risk policies and guidelines; the Committee consists of senior executives within ERM, and reviews policies and guidelines related to all aspects of our business which give rise to credit risk; our business units are also represented on the CRPC; credit risk policies and guidelines are reviewed periodically, but at least annually;
TMRC reviews the effectiveness of, and approves, the market risk framework at least annually; it is the senior oversight and decision-making committee for risk management within our global markets businesses; the TMRC is responsible for the formulation of guidelines, strategies and workflows with respect to the measurement, monitoring and control of our trading market risk, and also approves market risk tolerance limits, collateral and margin policies and trading authorities; the TMRC meets regularly to monitor the management of our trading market risk activities;
BOC provides oversight and governance over Basel related regulatory requirements, assesses compliance with respect to Basel regulations and approves all material methodologies and changes, policies and reporting;
The Recovery and Resolution Planning Executive Review Board oversees the development of recovery and resolution plans as required by banking regulators;
MRC monitors the overall level of model risk and provides oversight of the model governance process pertaining to financial
models, including the validation of key models and the ongoing monitoring of model performance. The MRC may also, as appropriate, mandate remedial actions and compensating controls to be applied to models to address modeling deficiencies as well as other issues identified;
The CCAR Steering Committee provides primary supervision of the stress tests performed in conformity with the Federal Reserve's CCAR process and the Dodd-Frank Act, and is responsible for the overall management, review, and approval of all material assumptions, methodologies, and results of each stress scenario;
The SSGAState Street Global Advisors Risk Committee is the most senior oversight and decision making committee for risk management within SSGA;State Street Global Advisors; the committee is responsible for overseeing the alignment of SSGA'sState Street Global Advisors' strategy, and risk appetite, as well as alignment with State Streetour corporate-wide strategies and risk management standards; and
The Country Risk Committee oversees the identification, assessment, monitoring, reporting and mitigation, where necessary, of country risks.
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| • | The Regulatory Reporting Oversight Committee is responsible for providing oversight of regulatory reporting and related report governance processes and accountabilities. |
BCRCBusiness Conduct Risk Committee
The Fiduciary Review Committee reviews and assesses the fiduciary risk management programs of those units in which we serve in a fiduciary capacity;
The New Business and Product Approval Committee provides oversight of the evaluation of the risk inherent in proposed new products or services and new business, and extensions
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of existing products or services, evaluations including economic justification, material risk, compliance, regulatory and legal considerations, and capital and liquidity analyses;
The Compliance and Ethics Committee provides review and oversight of our compliance programs, including itsour culture of compliance and high standards of ethical behavior; and
The Legal Entity Oversight Committee establishes standards with respect to the governance of State Streetour legal entities, monitors adherence to those standards, and oversees the ongoing evaluation of our legal entity structure, including the formation, maintenance and dissolution of legal entities.entities; and
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The Conduct Standards Committee provides oversight of our enforcement of employee conduct standards.
TORCTechnology and Operational Risk Committee
The Operational Risk Committee, along with the support of regional business or entity-specific working groups and committees, is responsible for oversight of our operational risk programs, including determining that the implementation of those programs is designed to identify, manage and control operational risk in an effective and consistent manner across the firm;
The Technology Risk Governance Committee providesis responsible for the global oversight, review and monitoring of operational, legal and regulatory compliance and reputational risk that may result in a significant change to our Information Technology risk profile or a material financial loss or reputational impact to global technology services. The Committee serves as a forum to provide regular reporting to TORC and escalatesescalate technology risk and control issues to TORC, as appropriate;
The Executive Continuity Steering Committee reviews overall business continuity program performance, provides for executive accountability for compliance with the business continuity program and standards, and reviews and approves major changes or exceptions to program policy and standards;
The Executive Information Security Committee is responsibleprovides direction for managing the Enterprise Information Security posture and program, including cyber securitycyber-security protections, provides enterprise-wide oversight and assessment of the effectiveness of all Information Security ProgramPrograms to providepromote that controls are measured and managed, and serves as an escalation point for issues identified during the execution of information technology activities and risk mitigation;
The Third Party Risk Management Steering Committee provides oversight over the vendor management program, approves policies, and serves as an escalation path for program compliance exceptions;
The Access Control Board establishes and provides appropriate governance and controls over our access control security framework;
The Business Controls Steering Committee is responsible for overseeing and monitoring the execution and ongoing monitoring of our program of enhanced business controls practices across the organization;
The Global Transitions Oversight Committee is responsible for establishing a framework to monitor and oversee transitions between and among State Street legal entities against State Street resolvability principles, to monitor compliance with that framework to support optimization of State Street’s global
operating footprint through increased consistency, transparency and sharing of best practices among State Street legal entities, and to serve as a forum for review and discussion of issues impacting internal transitions among State Street legal entities; and
The Data Governance Board is responsible for overseeing State Street’s data governance vision, strategies and priorities and ensuring alignment of data governance policies and practices with corporate strategy and with State Street’s obligations to comply with data-related regulations.cyber-security issues.
Credit Risk Management
Core Policies and Principles
We define credit risk as the risk of financial loss if a counterparty, borrower or obligor, collectively referred to as a counterparty, is either unable or unwilling to
repay borrowings or settle a transaction in accordance with underlying contractual terms. We assume credit risk in our traditional non-trading lending activities, such as loans and contingent commitments, in our investment securities portfolio, where recourse to a counterparty exists, and in our direct and indirect trading activities, such as principal securities lending and foreign exchange and indemnified agency securities lending. We also assume credit risk in our day-to-day treasury and securitiesand other settlement operations, in the form of deposit placements and other cash balances, with central banks or private sector institutions.
We distinguish between three major types of credit risk:
Default risk - the risk that a counterparty fails to meet its contractual payment obligations;
Country risk - the risk that we may suffer a loss, in any given country, due to any of the following reasons: deterioration of economic conditions, political and social upheaval, nationalization and appropriation of assets, government repudiation of indebtedness, exchange controls and disruptive currency depreciation or devaluation; and
Settlement risk - the risk that the settlement or clearance of transactions will fail, which arises whenever the exchange of cash, securities and/or other assets is not simultaneous.
The acceptance of credit risk by State Streetus is governed by corporate policies and guidelines, which include standardized procedures applied across the entire organization. These policies and guidelines include specific requirements related to each counterparty's risk profile; the markets served;
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counterparty, industry and country concentrations; and regulatory compliance. These policies and procedures also implement a number of core principles, which include the following:
We measure and consolidate credit risks to each counterparty, or group of counterparties, in accordance with a “one-obligor” principle that aggregates risks across our business units;
ERM reviews and approves all extensions of credit, or material changes to extensions of credit (such as changes in term, collateral structure or covenants), in accordance with assigned credit-approval authorities;
Credit-approval authorities are assigned to individuals according to their qualifications, experience and training, and these authorities are periodically reviewed. Our largest exposures require approval by the Credit Committee, a sub-committee of the CRPC.
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With respect to small and low-risk extensions of credit to certain types of counterparties, approval authority is granted to individuals outside of ERM;
We seek to avoid or limit undue concentrations of risk. Counterparty (or groups of counterparties), industry, country and product-specific concentrations of risk are subject to frequent review and approval in accordance with our risk appetite;
We determine the creditworthiness of counterparties through a detailed risk assessment, including the use of comprehensive internal risk-rating methodologies;
We seek to review all extensions of credit and the creditworthiness of counterparties at least annually. The nature and extent of these reviews are determined by the size, nature and term of the extensions of credit and the creditworthiness of the counterparty; and
We subject all corporate policies and guidelines to annual review as an integral part of our periodic assessment of our risk appetite.
Our corporate policies and guidelines require that the business units which engage in activities that give rise to credit and counterparty risk comply with procedures that promote the extension of credit for legitimate business purposes; are consistent with the maintenance of proper credit standards; limit credit-related losses; and are consistent with our goal of maintaining a strong financial condition.
Structure and Organization
The Credit and Global Markets Risk group within ERM is responsible for the assessment, approval and monitoring of credit risk across State Street.our business. The group is managed centrally, has dedicated teams in a number of locations worldwide across our businesses, and is responsible for related policies and procedures, and for our internal credit-rating systems and methodologies. In addition, the group, in conjunction with the business units, establishes appropriate measurements and limits to control the amount of credit risk accepted across its various business activities, both at the portfolio level and for each individual counterparty or group of counterparties, to individual industries, and also to counterparties by product and country of risk. These measurements and limits are reviewed periodically, but at least annually.
In conjunction with other groups in ERM, the Credit and Global Markets Risk group is jointly responsible for the design, implementation and oversight of our credit risk measurement and management systems, including data and assessment systems, quantification systems and the reporting framework.
Various key committees within State Street are responsible for the oversight of credit risk and associated credit risk
policies, systems and models. All credit-related activities are governed by our risk appetite framework and our credit risk guidelines, which define our general philosophy with respect to credit risk and the manner in which we control, manage and monitor such risks.
The previously described CRPC (refer to "Risk Committees") has primary responsibility for the oversight, review and approval of the credit risk guidelines and policies. Credit risk guidelines and policies are reviewed periodically, but at least annually.
The Credit Committee, a sub-committee of the CRPC, has responsibility for assigning credit authority and approving the largest and higher-risk extensions of credit to individual counterparties or groups of counterparties.
CRPC provides periodic updates to MRAC and the Board's RC.
Credit Ratings
We perform initial and ongoing reviews to exercise due diligence on the creditworthiness of our counterparties when conducting any business with them or approving any credit limits.
This due diligence process generally includes the assignment of an internal credit rating, which is determined by the use of internally developed and validated methodologies, scorecards and a 15-grade rating scale. This risk-rating process incorporates the
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use of risk-rating tools in conjunction with management judgment; qualitative and quantitative inputs are captured in a replicable manner and, following a formal review and approval process, an internal credit rating based on our rating scale is assigned. Credit ratings are reviewed and approved by the Credit and Global Markets Risk group or designees within ERM. To facilitate comparability across the portfolio, counterparties within a given sector are rated using a risk-rating tool developed for that sector.
Our risk-rating methodologies are approved by the CRPC, after completion of internal model validation processes, and are subject to an annual review, including re-validation.
We generally rate our counterparties individually, although accounts defined by us as low-risk are rated on a pooled basis. We evaluate and rate the credit risk of our counterparties on an ongoing basis.
Risk Parameter Estimates
Our internal risk-rating system promotesseeks to promote a clear and consistent approach to the determination of appropriate credit risk classifications for our credit counterparties and exposures, tracking the changes in risk associated with these counterparties and exposures over time. This capability enhances our ability to more accurately calculate both risk exposures and capital, enabling better strategic decision making across the organization.
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We use credit risk parameter estimates for the following purposes:
The assessment of the creditworthiness of new counterparties and, in conjunction with our risk appetite statement, the development of appropriate credit limits for our products and services, including loans, foreign exchange, securities finance, placements and repurchase agreements;
The use of an automated process for limit approvals for certain low-risk counterparties, as defined in our credit risk guidelines, based on the counterparty’s probability-of-default, or PD, rating class;
The development of approval authority matrices based on PD; riskier counterparties with higher ratings require higher levels of approval for a comparable PD and limit size compared to less risky counterparties with lower ratings;
The analysis of risk concentration trends using historical PD and exposure-at-default, or EAD, data;
The standardization of rating integrity testing by GCR using rating parameters;
The determination of the level of management review of short-duration
advances depending on PD; riskier counterparties with higher rating class values generally trigger higher levels of management escalation for comparable short-duration advances compared to less risky counterparties with lower rating-class values;
The monitoring of credit facility utilization levels using EAD values and the identification of instances where counterparties have exceeded limits;
The aggregation and comparison of counterparty exposures with risk appetite levels to determine if businesses are maintaining appropriate risk levels; and
The determination of our regulatory capital requirements for the AIRB provided in the Basel framework.
Credit Risk Mitigation
We seek to limit our credit exposure and reduce our potential credit losses through various types of risk mitigation. In our day-to-day management of credit risks, we utilize and recognize the following types of risk mitigation.
Collateral
In many parts of our business, we regularly require or agree for collateral to be received from or provided to clients and counterparties in connection with
contracts that incur credit risk. In our trading businesses, this collateral is typically in the form of cash and highly-rated securities (government securities and other bonds or equity securities). Credit risks in our non-trading and securities finance businesses are also often secured by bonds and equity securities and by other types of assets. Collateral serves to reduce the risk of loss inherent in an exposure by improving the prospect of recovery in the event of a counterparty default. However, rapidly changing market values of the collateral we hold, unexpected increases in the credit exposure to a client or counterparty, reductions in the value or change in the type of securities held by us, as well as operational errors or errors in the manner in which we seek to exercise our rights, may reduce the risk mitigation effects of collateral or result in other security interests not being effective to reduce potential credit exposure. While collateral is often an alternative source of repayment, it generally does not replace the requirement within our policies and guidelines for high-quality underwriting standards. We also may choose to incur credit exposure without the benefit of collateral or other risk mitigating credits rights.
Our credit risk guidelines require that the collateral we accept for risk mitigation purposes is of high quality, can be reliably valued and can be
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liquidated if or when required. Generally, when collateral is of lower quality, more difficult to value or more challenging to liquidate, higher discounts to market values are applied for the purposes of measuring credit risk. For certain less liquid collateral, longer liquidation periods are assumed when determining the credit exposure.
All types of collateral are assessed regularly by ERM, as is the basis on which the collateral is valued. Our assessment of collateral, including the ability to liquidate collateral in the event of a counterparty default, and also with regard to market values of collateral under a variety of hypothetical market conditions, is an integral component of our assessment of risk and approval of credit limits. We also seek to identify, limit and monitor instances of "wrong-way" risk, where a counterparty’s risk of default is positively correlated with the risk of our collateral eroding in value.
We maintain policies and procedures requiring that documentation used to collateralize a transaction is legal, valid, binding and enforceable in the relevant jurisdictions. We also conduct legal reviews to assess whether our documentation meets these standards on an ongoing basis.
Netting
Netting is a mechanism that allows institutions and counterparties to net offsetting exposures and payment obligations against one another through the use of qualifying master netting agreements. A master netting agreement allows the netting of rights and obligations arising under derivative or other transactions that have
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been entered into under such an agreement upon the counterparty’s default, resulting in a single net claim owed by, or to, the counterparty. This is commonly referred to as "close-out netting,” and is pursued wherever possible. We may also enter into master agreements that allow for the netting of amounts payable on a given day and in the same currency, reducing our settlement risk. This is commonly referred to as “payment netting,” and is widely used in our foreign exchange activities.
As with collateral, we have policies and procedures in place to apply close-out and payment netting only to the extent that we have verified legal validity and enforceability of the master agreement. In the case of payment netting, operational constraints may preclude us from reducing settlement risk, notwithstanding the legal right to require the same under the master netting agreement. In the event we become unable, due to operational constraints, actions by regulators, changes in accounting principles, law or regulation (or related interpretations) or other factors, to net some or all of our offsetting exposures and payment obligations under those agreements, we would be required to gross up our assets and liabilities on our statement of condition and our calculation of RWA, accordingly. This would result in a potentially material increase in our regulatory ratios, including LCR, and present increased credit, liquidity, asset-and-liability management and operational risks, some of which could be material.
Guarantees
A guarantee is a financial instrument that results in credit support being provided by a third party, (i.e., the protection provider) to the underlying obligor (the beneficiary of the provided protection) on account of
an exposure owing by the obligor. The protection provider may support the underlying exposure either in whole or in part. Support of this kind may take different forms. Typical forms of guarantees provided to State Streetus include financial guarantees, letters of credit, bankers’ acceptances, PUApurchase undertaking agreements contracts and insurance.
We have established a review process to evaluate guarantees under the applicable requirements of State Streetour policies and Basel III requirements. Governance for this evaluation is covered under policies and procedures that require regular reviews of documentation, jurisdictions and credit quality of protection providers.
Pursuant to the Basel III final rule, we are permitted to reflect the application of credit risk mitigation which may include, for example, guarantees, collateral, netting, secured interests in non-financial assets and credit default swaps. State Street doesWe do not actively use credit default swaps as a risk mitigation tool, although it increasingly applies the recognition of guarantees, collateral and
security over non-financial assets to mitigate overall risk within its counterparty credit portfolio.
Credit Limits
Central to our philosophy for our management of credit risk is the approval and imposition of credit limits, against which we monitor the actual and potential future credit exposure arising from our business activities with counterparties or groups of counterparties. Credit limits are a reflection of our risk appetite, which may be determined by the creditworthiness of the counterparty, the nature of the risk inherent in the business undertaken with the counterparty, or a combination of relevant credit factors. Our risk appetite for certain sectors and certain countries and geographic regions may also influence the level of risk we are willing to assume to certain counterparties.
The analysis and approval of credit limits is undertaken in a consistent manner across our businesses, although the nature and extent of the analysis may vary, based on the type, term and magnitude of the risk being assumed. Credit limits and underlying exposures are assessed and measured on both a gross and net basis where appropriate, with net exposure determined by deducting the value of any collateral held. For certain types of risk being assumed, we will also assess and measure exposures under a variety of hypothetical market conditions. Credit limit approvals across State Streetour business are undertaken by the Credit and Global Markets Risk group, by individuals to whom credit authority has been delegated, or by the Credit Committee.
Credit limits are re-evaluated annually, or more frequently as needed, and are revised periodically on
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prevailing and anticipated market conditions, changes in counterparty or country-specific credit ratings and outlook, changes in State Street'sour risk appetite for certain counterparties, sectors or countries, and enhancements to the measurement of credit utilization.
Reporting
Ongoing active monitoring and management of our credit risk is an integral part of our credit risk management framework. We maintain management information systems to identify, measure, monitor and report credit risk across businesses and legal entities, enabling ERM and our businesses to have timely access to accurate information on credit limits and exposures. Monitoring is performed along the dimensions of counterparty, industry, country and product-specific risks to facilitate the identification of concentrations of risk and emerging trends.
Key aspects of this credit risk reporting structure include governance and oversight groups, policies that define standards for the reporting of credit risk, data aggregation and sourcing systems and separate testing of relevant risk reporting functions by Corporate Audit.
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The Credit Portfolio Management group routinely assesses the composition of our overall credit risk portfolio for alignment with our stated risk appetite. This assessment includes routine analysis and reporting of the portfolio, monitoring of market-based indicators, the assessment of industry trends and developments and regular reviews of concentrated risks. The Credit Portfolio Management group is also responsible, in conjunction with the business units, for defining the appetite for credit risk in the major sectors in which we have a concentration of business activities. These sector-level risk appetite statements, which include counterparty selection criteria and granular underwriting guidelines, are reviewed periodically and approved by the CRPC.
Monitoring
Regular surveillance of credit and counterparty risks is undertaken by our business units, the Credit and Global Markets Risk group and designees with ERM, allowing for frequent and extensive oversight. This surveillance process includes, but is not limited to, the following components:
Annual Reviews. A formal review of counterparties is conducted at least annually and includes a thorough review of operating performance, primary risk factors and our internal credit risk rating. This annual review also includes a review of current and proposed credit limits, an assessment of our ongoing risk appetite and verification that supporting legal documentation remains effective.
Interim Monitoring. Periodic monitoring of our largest and riskiest counterparties is undertaken more frequently, utilizing financial information, market indicators and other relevant credit and performance measures. The nature and extent of this interim monitoring is individually tailored to certain counterparties and/or industry sectors to identify material changes to the risk profile of a counterparty (or group of counterparties) and assign an updated internal risk rating in a timely manner.
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| • | Annual Reviews.A formal review of counterparties is conducted at least annually and includes a thorough review of operating performance, primary risk factors and our internal credit risk rating. This annual review also includes a review of current and proposed credit limits, an assessment of our ongoing risk appetite and verification that supporting legal documentation remains effective. |
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| • | Interim Monitoring. Periodic monitoring of our largest and riskiest counterparties is undertaken more frequently, utilizing financial information, market indicators and other relevant credit and performance measures. The nature and extent of this interim monitoring is individually tailored to certain counterparties and/or industry sectors to identify material changes to the risk profile of a counterparty (or group of counterparties) and assign an updated internal risk rating in a timely manner. |
We maintain an active "watch list" for all counterparties where we have identified a concern that the actual or potential risk of default has increased. The watch list status denotes a concern with some aspect of a counterparty's risk profile that warrants closer monitoring of the counterparty's financial performance and related risk factors. Our ongoing monitoring processes are designed to facilitate the early identification of counterparties whose creditworthiness is deteriorating; any counterparty may be placed on the watch list by ERM at its sole discretion.
Counterparties that receive an internal risk rating within a certain range on our rating scale are eligible for
watch list designation. These risk ratings generally correspond with the non-investment grade or near non-investment grade ratings established by the major independent credit-rating agencies, and also include the regulatory classifications of “Special Mention,” “Substandard,” “Doubtful” and “Loss.” Counterparties whose internal ratings are outside this range may also be placed on the watch list.
The Credit and Global Markets Risk group maintains primary responsibility for our watch list processes, and generates a monthly report of all watch list counterparties. The watch list is formally reviewed at least on a quarterly basis, with participation from senior ERM staff, and representatives from the business units and our corporate finance and legal groups as appropriate. These meetings include a review of individual watch list counterparties, together with credit limits and prevailing exposures, and are focused on actions to contain, reduce or eliminate the risk of loss to State Street.us. Identified actions are documented and monitored.
Controls
GCR provides a separate level of surveillance and oversight over the integrity of our credit risk management processes, including the internal risk-rating system. GCR reviews counterparty credit ratings for all identified sectors on an ongoing basis. GCR is subject to oversight by the CRPC, and provides periodic updates to the Board’s RC.
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Specific activities of GCR include the following:
SeparatePerform separate and objective assessments of our credit and counterparty exposures to determine the nature and extent of risk undertaken by the business units;
PeriodicExecute periodic credit process and credit product reviews focusing on and assessingto assess the quality of credit analysis, policy compliance prudentwith policies, guidelines and relevant regulation, transaction structurestructures and underwriting standards, administration and documentation, risk-rating integrity,integrity;
Identify and relevant trends;
Identification and monitoring ofmonitor developing counterparty, market and/or industry sector trends to limit risk of loss and protect capital;
RegularDeliver regular and formal reporting of reviews,to stakeholders, including findingsexam results, identified issues and the status of requisite actions to remedy identified deficiencies;
Allocation ofAllocate resources for specialized risk assessments (on an as-needed basis);
Assessment of the level of the allowance for loan and lease losses and OTTI; and
LiaisonLiaise with auditorsassurance partners and regulatory personnel on matters relating to risk rating, reporting and measurement.
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Reserve for Credit Losses
We maintain an allowance for loan and lease losses to support our on-balance sheet credit exposures. We also maintain a reserve for unfunded commitments and letters of credit to support our off-balance credit exposure. The two components together represent the reserve for credit losses. Review and evaluation of the adequacy of the reserve for credit losses is ongoing throughout the year, but occurs at least quarterly, and is based, among other factors, on our evaluation of the level of risk in the portfolio, the volume of adversely classified loans, previous loss experience, current trends, and economic conditions and their effect on our counterparties. Additional information about the allowance for loan and lease losses is provided in Note 4 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Liquidity Risk Management
LiquidityOur liquidity framework contemplates areas of potential risk is defined as the potential thatbased on our financial condition or overall viability could be adversely affected by an actual or perceived inability to meet cashactivities, size and collateral obligations. The goal ofother appropriate risk-related factors. In managing liquidity risk management iswe employ limits, maintain established metrics and early warning indicators and perform routine stress testing to maintain, even in the event of stress, our ability to meet our cash and collateral obligations.
Liquidity is managed to meet our financial obligations in a timely and cost-effective manner, as well as maintain sufficient flexibility to fund strategic corporate initiatives as they arise. Our effective
management ofidentify potential liquidity needs. This process involves the assessmentevaluation of thea combination of internal and external scenarios which assist us in measuring our liquidity position and in identifying potential mismatch between the futureincreases in cash demands of our clients and ourneeds or decreases in available sources of cash, under both normal and adverse economic and business conditions.as well as the potential impairment of our ability to access the global capital markets.
We manage our liquidity on a global, consolidated basis. We also manage liquidity on a stand-alone basis at theour Parent Company, and at State Street Bank, as well as at certain branches and subsidiaries of State Street Bank. State Street Bank generally has access to markets and funding sources limited to banks, such as the federal funds market and the Federal Reserve's discount window. OurThe Parent Company is managed to a more conservative liquidity profile, reflecting narrower market access. OurAdditionally, the Parent Company typically maintainsholds, or has direct access to, primarily through SSIF (a direct subsidiary of the Parent Company), as discussed in "Supervision and Regulation" in Business in this Form 10-K, enough cash primarily in the form of interest-bearing deposits or time deposits with its banking subsidiaries and access to borrowing from SSIF, to meet its current debt maturities and cash needs, as well as those projected over the next one-year period. Absent financial distress at the Parent Company, the liquid assets available at SSIF continue to be available to the Parent Company. As of December 31, 2017,2019, the value of our Parent Company's net liquid assets totaled $0.53 billion,$428 million, compared with $3.64 billion$486 million as of December 31, 2016, reflecting the contribution of liquid assets to SSIF in July 2017 in accordance with the support agreement. At December 31, 2017, the value of SSIF's net liquid assets totaled $2.88 billion.2018, which amount does not include available liquidity through SSIF. As of December 31, 2017,2019, our Parent Company hasand State Street Bank had approximately $1.4$1.7 billion of senior notes or subordinated debentures outstanding that will mature in the next twelve months.
Based on
As a SIFI, our liquidity risk management activities are subject to heightened and evolving regulatory requirements, including interpretations of those requirements, under specific U.S. and international regulations and also resulting from published and unpublished guidance, supervisory activities, such as stress tests, resolution planning, examinations and other regulatory interactions. Satisfaction of these requirements could, in some cases, result in changes in the composition of our investment portfolio, reduced NII or NIM, a reduction in the level of consolidated liquid assetscertain business activities or modifications to the way in which we deliver our products and our ability to access the capital markets for additional funding when necessary, including our ability to issue debt and equity securities under our current universal shelf registration, management considers our overall liquidity as of December 31, 2017 to be sufficientservices. If we fail to meet its current commitments andregulatory requirements to the satisfaction of our regulators, we could receive negative regulatory stress test results, incur a resolution plan deficiency or determination of a non-credible resolution plan or otherwise receive an adverse regulatory finding. Our efforts to satisfy, or our failure to satisfy, these regulatory requirements could materially adversely affect our business, needs, including accommodating the transaction and cash management needsfinancial condition or results of its clients.operations.
Governance
Global Treasury is responsible for our management of liquidity. This includes the day-to-day management of our global liquidity position, the development and monitoring of early warning indicators, key liquidity risk metrics, the creation and execution of stress tests, the evaluation and implementation of regulatory requirements, the maintenance and execution of our liquidity guidelines and contingency funding plan (CFP), and routine management reporting to ALCO, MRAC and the Board's RC.
Global Treasury Risk Management, part of ERM, provides separate oversight over the identification, communication and management of Global
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Treasury’s risks in support of our business strategy. Global Treasury Risk Management reports to the CRO. Global Treasury Risk Management’s responsibilities relative to liquidity risk management include the development and review of policies and guidelines; the monitoring of limits related to adherence to the liquidity risk guidelines and associated reporting.
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Liquidity Framework
Our liquidity framework contemplates areas of potential risk based on our activities, size and other appropriate risk-related factors. In managing liquidity risk we employ limits, maintain established metrics and early warning indicators, and perform routine stress testing to identify potential liquidity needs. This process involves the evaluation of a combination of internal and external scenarios which assist us in measuring our liquidity position and in identifying potential increases in cash needs or decreases in available sources of cash, as well as the potential impairment of our ability to access the global capital markets.
We manage liquidity according to several principles that are equally important to our overall liquidity risk management framework:
Structural liquidity management addresses liquidity by monitoring and directing the composition of our consolidated statement of condition. Structural liquidity is measured by metrics such as the percentage of total wholesale funds to consolidated total assets, and the percentage of non-government investment securities to client deposits. In addition, on a regular basis and as described below, our structural liquidity is evaluated under various stress scenarios.
Tactical liquidity management addresses our day-to-day funding requirements and is largely driven by changes in our primary source of funding, which are client deposits. Fluctuations in client deposits may be supplemented with short-term borrowings, which generally include commercial paperrepurchase agreements, FHLB products and certificates of deposit.
Stress testing and contingent funding planning are longer-term strategic liquidity risk management practices. Regular and ad hoc liquidity stress testing are performed under various severe but plausible scenarios at the consolidated level and at significant subsidiaries, including State Street Bank. These tests contemplate severe market and State Street-specific events specific to us under various time horizons and severities. Tests contemplate the impact of material changes in key funding sources, credit ratings,
additional collateral requirements, contingent uses of funding, systemic shocks to the financial markets and operational failures based on market and State Street-specific assumptions.assumptions specific to us. The stress tests evaluate the required level of funding versus available sources in an adverse environment. As stress testing contemplates potential forward-looking scenarios, results also serve
as a trigger to activate specific liquidity stress levels and contingent funding actions.
CFPs are designed to assist senior management with decision-making associated with any contingency funding response to a possible or actual crisis scenario. The CFPs define roles, responsibilities and management actions to be taken in the event of deterioration of our liquidity profile caused by either a State Street-specifican event specific to us or a broader disruption in the capital markets. Specific actions are linked to the level of stress indicated by these measures or by management judgment of market conditions.
Liquidity Risk Metrics
In managing our liquidity, we employ early warning indicators and metrics. Early warning indicators are intended to detect situations which may result in a liquidity stress, including changes in our common stock price and the spread on our long-term debt. Additional metrics that are critical to the management of our consolidated statement of condition and monitored as part of our routine liquidity management include measures of our fungible cash position, purchased wholesale funds, unencumbered liquid assets, deposits and the total of investment securities and loans as a percentage of total client deposits.
Asset Liquidity
Central to the management of our liquidity is asset liquidity, which consists primarily of HQLA. HQLA is the amount of liquid assets that qualify for inclusion in the LCR. As a banking organization, we are subject to a minimum LCR under the LCR rule approved by U.S. banking regulators. The LCR is intended to promote the short-term resilience of internationally active banking organizations, like us, to improve the banking industry's ability to absorb shocks arising from market stress over a 30 calendar day period and improve the measurement and management of liquidity risk. The LCR measures an institution’s HQLA against its net cash outflows. HQLA primarily consists of unencumbered highlycash and certain high quality liquid securities cash and cash equivalents reportedthat qualify for inclusion under the LCR rule. The LCR was fully implemented beginning on our consolidated statement of condition.January 1, 2017. We restrict the eligibility of securities of asset liquidity to U.S. Government and federal agency securities (including MBS), selected non-U.S. Government and supranational securities as well as certain other high- quality securities which generally are more liquid than other types of assets even in times of stress. Our asset liquidity metric is similarreport LCR to the Federal Reserve daily. For the quarters ended December 31, 2019 and December 31, 2018, daily average LCR for the Parent Company was 110% and 108%, respectively. The average HQLA underfor the U.S. LCR, and our HQLA,Parent Company under the LCR final rule definition were estimated to be $65.35was $100.23 billion and $87.20$91.67 billion, as ofpost-prescribed haircuts, for the quarters ended December 31, 20172019 and December 31, 2016,2018, respectively. The increase in average HQLA for the quarter ended December 31, 2019, compared to the quarter ended December 31, 2018, was primarily a result of an increase in HQLA purchases as part of the repositioning of the investment portfolio.
State Street Corporation | 8690
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | | | | |
| TABLE 29: COMPONENTS OF AVERAGE HQLA BY TYPE OF ASSET |
| (In millions) | | December 31, 2017 | | December 31, 2016 |
| Excess Central Bank Balances | | $ | 33,584 |
| | $ | 48,407 |
|
| U.S. Treasuries | | 10,278 |
| | 17,770 |
|
| Other Investment securities | | 13,422 |
| | 15,442 |
|
| Foreign government | | 8,064 |
| | 5,585 |
|
| Total | | $ | 65,348 |
| | $ | 87,204 |
|
With respect to highly liquid short-term investments presented in the preceding table, due to the continued elevated level of client deposits as of December 31, 2017, weWe maintained average cash balances in excess of regulatory requirements governing deposits with the Federal Reserve of approximately $33.58$41.56 billion at the Federal Reserve, the ECB and other non-U.S. central banks as of December 31, 2019, compared to $48.40$44.17 billion as of December 31, 2016.2018. The lower levels of depositsaverage cash balances with central banks as ofDecember 31, 2017 compared to December 31, 2016 was due to normal deposit volatility.reflect an increase in the investment portfolio.
Liquid securities carried in our asset liquidity include securities pledged without corresponding advances from the FRBB,Federal Reserve Bank of Boston (FRBB), the FHLB, and other non-U.S. central banks. State Street Bank is a member of the FHLB. This membership allows for advances of liquidity in varying terms against high-quality collateral, which helps facilitate asset-and-liability management. As of December 31, 2019, we had no outstanding borrowings from the FHLB. As of December 31, 2018, we had approximately $2 billion of outstanding borrowings from the FHLB.
Access to primary, intra-day and contingent liquidity provided by these utilities is an important source of contingent liquidity with utilization subject to underlying conditions. As of December 31, 20172019 and December 31, 2016,2018, we had no outstanding primary credit borrowings from the FRBB discount window or any other central bank facility, and as of the same dates, no FHLB advances were outstanding.facility.
In addition to the securities included in our asset liquidity, we have significant amounts of other unencumbered investment securities. The aggregate fair value of those securities was $66.10 billion as of December 31, 2017, compared to $54.40 billion as of December 31, 2016. These securities are available sources of liquidity, although not as rapidly deployed as those included in our asset liquidity.
The average fair value of total unencumbered securities was $76.94 billion for the quarter ended December 31, 2019, compared to $65.94 billion for the quarter ended December 31, 2018.
Measures of liquidity include LCR NSFR and TLACNSFR, which are described in "Supervision and Regulation" included under Item 1,in Business ofin this Form 10-K.
Uses of Liquidity
Significant uses of our liquidity could result from the following: withdrawals of client deposits; draw-downs by our custody clients of unfunded commitments to extend credit or to purchase securities, generally provided through lines of credit; and short-duration advance facilities.advances to clients to settle securities transactions; or other permitted purposes. Such circumstances would generally arise under
stress conditions including deterioration in credit ratings. A recurring significant use of our liquidity involves our deployment of HQLA from our investment portfolio to post collateral to financial institutions and participants in our agency lending program serving as sources of securities under our enhanced custody program.
We had unfunded commitments to extend credit with gross contractual amounts totaling $26.49$29.70 billion and $26.99$28.95 billion and standby letters of credit totaling $3.32 billion and $2.99 billion as of December 31, 2017 2019
and December 31, 2016,2018, respectively. These amounts do not reflect the value of any collateral. As of December 31, 2017,2019, approximately 72%73% of our unfunded commitments to extend credit and 10% of our standby letters of credit expire within one year. Since many of our commitments are expected to expire or renew without being drawn upon, the gross contractual amounts do not necessarily represent our future cash requirements.
Information about our resolution planning and the impact actions under our resolution plans could have on our liquidity is provided in "Supervision and Regulation," included under Item 1.Regulation" in Business ofin this Form 10-K.
Funding
Deposits
We provide products and services including custody, accounting, administration, daily pricing, foreign exchangeFX services, cash management, financial asset management, securities finance and investment advisory services. As a provider of these products and services, we generate client deposits, which have generally provided a stable, low-cost source of funds. As a global custodian, clients place deposits with State Streetour entities in various currencies. As of both December 31, 20172019 and December 31, 2016,2018, approximately 60% of our average clienttotal deposit balances were denominated in U.S. dollars, approximately 20% in EUR, 10% in GBP and 10% in all other currencies.
For the past several years, we have frequently experienced higher client deposit inflows toward the end of each fiscal quarter or the end of the fiscal year. As a result, we believe average client deposit balances are more reflective of ongoing funding than period-end balances.
|
| | | | | | | | | | | | | | | |
| TABLE 30: TOTAL DEPOSITS |
| | | | Average Balance |
| | December 31 | | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2017 | | 2016 |
| Client deposits | $ | 180,149 |
| | $ | 176,693 |
| | $ | 158,996 |
| | $ | 156,029 |
|
| Wholesale CDs | 4,747 |
| | 10,470 |
| | 4,812 |
| | 14,456 |
|
| Total deposits | $ | 184,896 |
| | $ | 187,163 |
| | $ | 163,808 |
| | $ | 170,485 |
|
| |
State Street Corporation | 87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Short-Term Funding
Our on-balance sheet liquid assets are also an integral component of our liquidity management strategy. These assets provide liquidity through maturities of the assets, but more importantly, they provide us with the ability to raise funds by pledging the securities as collateral for borrowings or through outright sales. In addition, our access to the global capital markets gives us the ability to source incremental funding at reasonable rates of interest from wholesale investors. As discussed earlier under “Asset Liquidity,” State Street Bank's membership in the FHLB allows for advances of liquidity with varying terms against high-quality collateral.
Short-term secured funding also comes in the form of securities lent or sold under agreements to repurchase. These transactions are short-term in nature, generally overnight and are collateralized by high-quality investment securities. These balances were $2.84$1.10 billion and $4.40$1.08 billion as of December 31, 20172019 and December 31, 2016,2018, respectively.
State Street Corporation | 91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
State Street Bank currently maintains a line of credit with a financial institution of CAD 1.40$1.40 billion, or approximately $1.11$1.08 billion, as of December 31, 2017,2019, to support its Canadian securities processing operations. The line of credit has no stated termination date and is cancelable by either party with prior notice. As of both December 31, 2017,2019 and December 31, 2018, there was no balance outstanding on this line of credit.
Long-Term Funding
We have the ability to issue debt and equity securities under our current universal shelf registration statement to meet current commitments and business needs, including accommodating the transaction and cash management needs of our clients. In addition, State Street Bank a wholly owned subsidiary of the Parent Company, also has current authorization from the Board to issue up to $5 billion in unsecured senior debt and an additional $500 million of subordinated debt.
On January 24, 2020, we issued $750 million aggregate principal amount of 2.400% Senior Notes due 2030 in a public offering.
Agency Credit Ratings
Our ability to maintain consistent access to liquidity is fostered by the maintenance of high investment-gradeinvestment grade ratings as measured by the major independent credit rating agencies. Factors essential to maintaining high credit ratings include:
diverse and stable core earnings;
relative market position;
strong risk management;
strong capital ratios;
diverse liquidity sources, including the global capital markets and client deposits;
strong liquidity monitoring procedures; and
preparedness for current or future regulatory developments.
High ratings limit borrowing costs and enhance our liquidity by:
providing assurance for unsecured funding and depositors;
increasing the potential market for our debt and improving our ability to offer products;
serving markets; and
engaging in transactions in which clients value high credit ratings.
A downgrade or reduction of our credit ratings could have a material adverse effect on our liquidity by restricting our ability to access the capital markets, which could increase the related cost of funds. In turn, this could cause the sudden and large-scale withdrawal of unsecured deposits by our clients, which could lead to draw-downs of unfunded commitments to extend credit or trigger requirements under securities purchase
commitments; or require additional collateral or force terminations of certain trading derivative contracts.
A majority of our derivative contracts have been entered into under bilateral agreements with counterparties who may require us to post collateral or terminate the transactions based on changes in our credit ratings. We assess the impact of these arrangements by determining the collateral that would be required assuming a downgrade by all rating agencies. The additional collateral or termination payments related to our net derivative liabilities under these arrangements that could have been called by counterparties in the event of a downgrade in our credit ratings below levels specified in the agreements is disclosedprovided in Note 10 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K. Other funding sources, such as secured financing transactions and other margin requirements, for which there are no explicit triggers, could also be adversely affected.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
| | | | | |
| TABLE 31: CREDIT RATINGS |
| | As of December 31, 20172019 |
| | Standard &
Poor’s | | Moody’s
Investors
Service | | Fitch |
| State Street: | | | | |
| Senior debt | A | | A1 | | AA- |
| Subordinated debt | A- | | A2 | | A+ |
| Junior subordinated debt | BBB | | A3 | | BBB+NR |
| Preferred stock | BBB | | Baa1 | | BBB |
| Outlook | Stable | | Stable | | Stable |
| State Street Bank: | | | | |
| Short-term deposits | A-1+ | | P-1 | | F1+ |
| Long-term deposits | AA- | | Aa1 | | AA+ |
| Senior debt/Long-term issuer | AA- | | Aa3 | | AA |
| Subordinated debt | A | | Aa3 | | A+ |
| Outlook | Stable | | Stable | | Stable |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Contractual Cash Obligations and Other Commitments
The long-term contractual cash obligations included within Table 32: Long-Term Contractual Cash Obligations were recorded in our consolidated statement of condition as of December 31, 2017,2019, except for operating leases and the interest portions of long-term debt and capitalfinance leases.
| | | TABLE 32: LONG-TERM CONTRACTUAL CASH OBLIGATIONS | TABLE 32: LONG-TERM CONTRACTUAL CASH OBLIGATIONS | TABLE 32: LONG-TERM CONTRACTUAL CASH OBLIGATIONS | | |
| | | |
| December 31, 2017 | PAYMENTS DUE BY PERIOD | |
| December 31, 2019 | | Payments Due by Period |
| (In millions) | Total | | Less than 1 year | | 1-3 years | | 4-5 years | | Over 5 years | Less than 1 year | | 1-3 years | | 4-5 years | | Over 5 years | | Total |
Long-term debt(1)(2) | $ | 11,370 |
| | $ | 1,408 |
| | $ | 3,141 |
| | $ | 2,742 |
| | $ | 4,079 |
| $ | 1,691 |
| | $ | 1,492 |
| | $ | 4,340 |
| | $ | 4,850 |
| | $ | 12,373 |
|
| Operating leases | 1,131 |
| | 197 |
| | 329 |
| | 269 |
| | 336 |
| 183 |
| | 344 |
| | 251 |
| | 356 |
| | 1,134 |
|
Capital lease obligations(2) | 267 |
| | 53 |
| | 90 |
| | 90 |
| | 34 |
| |
Finance lease obligations(2) | | 41 |
| | 82 |
| | 31 |
| | — |
| | 154 |
|
| Tax liability | | — |
| | — |
| | 23 |
| | 24 |
| | 47 |
|
| Total contractual cash obligations | $ | 12,768 |
| | $ | 1,658 |
| | $ | 3,560 |
| | $ | 3,101 |
| | $ | 4,449 |
| $ | 1,915 |
| | $ | 1,918 |
| | $ | 4,645 |
| | $ | 5,230 |
| | $ | 13,708 |
|
(1) Long-term debt excludes capitalfinance lease obligations (presented as a separate line item) and the effect of interest-rateinterest rate swaps. Interest payments were calculated at the stated rate with the exception of floating-rate debt, for which payments were calculated using the indexed rate in effect as of December 31, 2017.2019.
(2) Additional information about contractual cash obligations related to long-term debt and operating and capitalfinance leases is provided in Notes 9 and 20 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K. Our consolidated statement of cash flows, also included under Item 8 of this Form 10-K, provides additional liquidity information.
Total contractual cash obligations shown in Table 32: Long-Term Contractual Cash Obligations do not include:
Obligations which will be settled in cash, primarily in less than one year, such as client deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings. Additional information about deposits, federal funds purchased, securities sold under repurchase agreements and other short-term borrowings is provided in Note 8 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Obligations related to derivative instruments because the derivative-related amounts
recorded in our consolidated statement of condition as of December 31, 20172019 did not represent the amounts that may ultimately be paid under the contracts upon settlement. Additional information about our derivative instruments is provided in Note 10 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K. We have obligations under pension and other post-retirement benefit plans, more fully describedwith additional information provided in Note 19 to the consolidated financial statements included under Item 8 ofin this Form 10-K, which are not included in Table 32: Long-Term Contractual Cash Obligations.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
| | | TABLE 33: OTHER COMMERCIAL COMMITMENTS | TABLE 33: OTHER COMMERCIAL COMMITMENTS | | | | | TABLE 33: OTHER COMMERCIAL COMMITMENTS | | | | | | |
| | DURATION OF COMMITMENT AS OF DECEMBER 31, 2017 | Duration of Commitment as of December 31, 2019 |
| (In millions) | Total amounts committed(1) | | Less than 1 year | | 1-3 years | | 4-5 years | | Over 5 years | Less than 1 year | | 1-3 years | | 4-5 years | | Over 5 years | | Total amounts committed(1) |
| Indemnified securities financing | $ | 381,817 |
| | $ | 381,817 |
| | $ | — |
| | $ | — |
| | $ | — |
| $ | 367,901 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 367,901 |
|
Stable value protection(2) | 26,653 |
| | 26,653 |
| | — |
| | — |
| | — |
| |
| Unfunded credit facilities | 26,488 |
| | 16,998 |
| | 5,834 |
| | 3,395 |
| | 261 |
| 18,737 |
| | 6,221 |
| | 4,312 |
| | 427 |
| | 29,697 |
|
| Standby letters of credit | 3,158 |
| | 1,596 |
| | 1,424 |
| | 138 |
| | — |
| 326 |
| | 1,920 |
| | 1,065 |
| | 13 |
| | 3,324 |
|
Purchase obligations(3) | 282 |
| | 74 |
| | 100 |
| | 57 |
| | 51 |
| |
Purchase obligations(2) | | 90 |
| | 162 |
| | 19 |
| | 20 |
| | 291 |
|
| Total commercial commitments | $ | 438,398 |
| | $ | 427,138 |
| | $ | 7,358 |
| | $ | 3,590 |
| | $ | 312 |
| $ | 387,054 |
| | $ | 8,303 |
| | $ | 5,396 |
| | $ | 460 |
| | $ | 401,213 |
|
(2) The stable value commitments do not have a contractual maturity date; however, the agreements may generally be terminated by State Street at any time upon settlement of any outstanding payment obligations. Refer to Note 12 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K for further information.
(3) Amounts represent obligations pursuant to legally binding agreements, where we have agreed to purchase products or services with a specific minimum quantity defined at a fixed, minimum or variable price over a specified period of time.
Additional information about the commitments presented in Table 33: Other Commercial Commitments,commercial commitments, except for purchase obligations, is provided in Note 12 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Operational Risk Management
Overview
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk encompasses fiduciary risk and legal risk. Fiduciary risk is defined as the risk that State Street failswe fail to properly exercise itsour fiduciary duties in itsour provision of products or services to clients. Legal risk is the risk of loss resulting from failure to comply with laws and contractual obligations as well as prudent ethical standards in business practices in addition to exposure to litigation from all aspects of State Street’s activities.obligations.
Operational risk is inherent in the performance of investment servicing and investment management activities on behalf of our clients. Whether it be fiduciary risk, risk associated with execution and processing or other types of operational risk, a consistent, transparent and effective operational risk framework is key to identifying, monitoring and managing operational risk.
State Street Corporation | 93
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
We have established an operational risk framework that is based on three major goals:
•Strong, active governance;
•Ownership and accountability; and
•Consistency and transparency.
Governance
Our Board is responsible for the approval and oversight of our overall operational risk framework. It does so through its RC,TOPS, which reviews our
operational risk framework and approves our operational risk policy annually.
Our operational risk policy establishes our approach to our management of operational risk across State Street.our business. The policy identifies the responsibilities of individuals and committees charged with oversight of the management of operational risk, and articulates a broad mandate that supports implementation of the operational risk framework.
ERM and other control groups provide the oversight, validation and verification of the management and measurement of operational risk.
Executive management actively manages and oversees our operational risk framework through membership on various risk management committees, including MRAC, the BCRC, TORC, the Operational Risk Committee, the Executive Information Security Steering Committee, Business Controls Steering Committee, Compliance and Ethics Committee and the Fiduciary Review Committee, all of which ultimately report to the appropriate committee of the Board.
The Operational Risk Committee, chaired by the global head of Operational Risk and co-chaired by the FLOD Head of Business Controls, provides cross-business oversight of operational risk, operational risk programs and their implementation to identify, measure, manage and control operational risk in an effective and consistent manner and reviews and approves operational risk guidelines intended to maintain a consistent implementation of our corporate operational risk policy and framework.
Ownership and Accountability
We have implemented our operational risk framework to support the broad mandate established by our operational risk policy. This framework represents an integrated set of processes and tools that assists us in the management and measurement of operational risk, including our calculation of required capital and RWA.
State Street Corporation | 90
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The framework takes a comprehensive view and integrates the methods and tools used to manage and measure operational risk. The framework utilizes aspects of the COSO framework and other industry leading practices, and is designed foremost to address State Street'sour risk management needs while complying with
regulatory requirements. The operational risk framework is intended to provide a number of important benefits, including:
A common understanding of operational risk management and its supporting processes;
The clarification of responsibilities for the management of operational risk across State Street;our business;
The alignment of business priorities with risk management objectives;
The active management of risk and early identification of emerging risks;
The consistent application of policies and the collection of data for risk management and measurement; and
The estimation of our operational risk capital requirement.
The operational risk framework employs a distributed risk management infrastructure executed by ERM groups aligned with the business units, which are responsible for the implementation of the operational risk framework at the business unit level.
As with other risks, senior business unit management is responsible for the day-to-day operational risk management of their respective businesses. It is business unit management's responsibility to provide oversight of the implementation and ongoing execution of the operational risk framework within their respective organizations, as well as coordination and communication with ERM.
Consistency and Transparency
A number of corporate control functions are directly responsible for implementing and assessing various aspects of State Street'sour operational risk framework, with the overarching goal of consistency and transparency to meet the evolving needs of the business:
The global head of Operational Risk, a member of the CRO’s executive management team, leads ERM’s corporate ORM group. ORM is responsible for the strategy, evolution and consistent implementation of our operational risk guidelines, framework and supporting tools across State Street.our business. ORM reviews and analyzes operational key risk information, events, metrics and indicators at the business unit and corporate level for purposes of risk
management, reporting and escalation to the CRO, senior management and governance committees;
ERM’s Corporate Risk Analytics group develops and maintains operational risk capital estimation models, and ORM's Capital Analysis group calculates State Street'sour required capital for operational risk;
State Street Corporation | 94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ERM’s MVG independently validates the quantitative models used to measure operational risk, and ORM performs validation checks on the output of the model;
CIS establishes the framework, policies and related programs to measure, monitor and report on information security risks, including the effectiveness of cyber securitycyber-security program protections. CIS defines and manages the enterprise-wide information security program. CIS coordinates with Information Technology, control functions and business units to support the confidentiality, integrity and availability of corporate information assets. CIS identifies and employs a risk-based methodology consistent with applicable regulatory cyber securitycyber-security requirements and monitors the compliance of our systems with information security policies; and
Corporate Audit performs separate reviews of the application of operational risk management practices and methodologies utilized across State Street.our business.
Our operational risk framework consists of five components, each described below, which provide a working structure that integrates distinct risk programs into a continuous process focused on managing and measuring operational risk in a coordinated and consistent manner.
Risk Identification and Assessments
The objective of risk identification and assessments is to understand business unit strategy, risk profile and potential exposures. It is achieved through a series of risk assessments across State Streetour business using techniques for the identification, assessment and measurement of risk across a spectrum of potential frequency and severity combinations. Three primary risk assessment programs, which occur annually, augmented by other business-specific programs, are the core of this component:
The RCSArisk and control assessment program seeks to understand the risks associated with day-to-day activities, and the effectiveness of controls intended to manage potential exposures arising from these activities. These risks are typically frequent in nature but generally not severe in terms of exposure;
State Street Corporation | 91
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Material Risk Identification process utilizes a bottom-up approach to identify State Street’sour most significant risk exposures across all on- and off-balance sheet risk-taking activities. The program is specifically designed to consider risks that could have a material impact irrespective of their likelihood or frequency. This can include risks that may have an impact
on longer-term business objectives, such as significant change management activities or long-term strategic initiatives;
The Scenario Analysis program focuses on the set of risks with the highest severity and most relevance from a capital perspective. These are generally referred to as “tail risks," and serve as important benchmarks for our loss distribution approach model (see below); they also provide inputs into stress testing; and
Business-specific programs to identify, assess and measure risk, including new business and product review and approval, new client screening, and, as deemed appropriate, targeted risk assessments.
Capital Analysis
The primary measurement tool used is an internally developed loss distribution approach (LDA) model. We use the LDA model to quantify required operational risk capital, from which we calculate RWA related to operational risk. Such required capital and RWA totaled $3.67$3.84 billion and $45.82$47.96 billion, respectively, as of December 31, 2017,2019, compared to $3.57$3.68 billion and $44.58$46.06 billion, respectively, as of December 31, 2016;2018; refer to the "Capital" section in "Financial Condition," of this Management's Discussion and Analysis.
The LDA model incorporates the four required operational risk elements described below:
Internal loss event data is collected from across State Streetour business in conformity with our operating loss policy that establishes the requirements for collecting and reporting individual loss events. We categorize the data into seven Basel-defined event types and further subdivide the data by business unit, as deemed appropriate. Each of these loss events are represented in a UOM which is used to estimate a specific amount of capital required for the types of loss events that fall into each specific category. Some UOMs are measured at the corporate level because they are not “business specific,” such as damage to physical assets, where the cause of an event is not primarily driven by the behavior of a single business unit.
Internal losses of $500 or greater are captured, analyzed and included in the modeling approach. Loss event data is collected using a corporate-wide data collection tool, which stores the data in a Loss Event Data Repository referred to as the LEDR,(LEDR) to support processes related to analysis, management reporting and the calculation of required capital. Internal loss event data provides State Street-specificour frequency and severity information to our capital calculation process for historical loss events experienced by us.
State Street. Street Corporation | 95
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Internal loss event data may be incorporated into our LDA model in a future quarter following the realization of the losses, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our LDA model and our operational risk RWA under the advanced approaches depending on the severity of the loss event, its categorization among the seven Basel-defined UOMs and the stability of the distributional approach for a particular UOM.UOM;
External loss event data provides information with respect to loss event severity from other financial institutions to inform our capital estimation process of events in similar business units at other banking organizations. This information supplements the data pool available for use in our LDA model. Assessments of the sufficiency of internal data and the relevance of external data are completed before pooling the two data sources for use in our LDA model.model;
Scenario analysis workshops are conducted across State Streetour business to inform management of the less frequent but most severe, or “tail,” risks that the organization faces. The workshops are attended by senior business unit managers, other support and control partners and business-aligned risk management staff. The workshops are designed to capture information about the significant risks and to estimate potential exposures for individual risks should a loss event occur. The results of these workshops are used to make a comparison to our LDA model results to determine that our calculation of required capital considers relevant risk-related information.information; and
Business environment and internal control factors are gathered as part of our scenario analysis program to inform the scenario
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
analysis workshop participants of internal loss event data and business-relevant metrics, such as RCSArisk assessment program results, along with industry loss event data and case studies where appropriate. Business environment and internal control factors are those characteristics of a bank’s internal and external operating environment that bear an exposure to operational risk. The use of this information indirectly influences our calculation of required capital by providing additional relevant data to workshop participants when reviewing specific UOM risks.
Monitoring, Reporting and Analytics
The objective of risk monitoring is to proactively monitor the changing business environment and corresponding operational risk exposure. It is achieved through a series of quantitative and qualitative monitoring tools that are designed to allow us to understand changes in the business environment, internal control factors, risk metrics, risk assessments, exposures and operating effectiveness, as well as details of loss events and progress on risk initiatives implemented to mitigate potential risk exposures.
Operational risk reporting is intended to provide transparency, thereby enabling management to manage risk, provide oversight and escalate issues in a timely manner. It is designed to allow the business units, executive management, and the Board's control functions and committees to gain insight into activities that may result in risks and potential exposures. Reports are intended to identify business activities that are experiencing processing issues, whether or not they result in actual loss events. Reporting includes results of monitoring activities, internal and external examinations, regulatory reviews and control assessments. These elements combine in a manner designed to provide a view of potential and emerging risks facing State Streetus and information that details its progress on managing risks.
Effectiveness and Testing
The objective of effectiveness and testing is to verify that internal controls are designed appropriately, are consistent with corporate and regulatory standards, and are operating effectively. It is achieved through a series of assessments by both internal and external parties, including Corporate Audit, independent registered public accounting firms, business self-assessments and other control function reviews, such as a SOX testing program.
Consistent with our standard model validation process, the operational risk LDA model is subject to a detailed review, overseen by the MRC. In addition, the model is subject to a rigorous internal governance
process. All changes to the model or input parameters, and the deployment of model updates, are reviewed and approved by the Operational Risk Committee, which has oversight responsibility for the model, with technical input from the MRC.
Documentation and Guidelines
Documentation and guidelines allow for consistency and repeatability of the various processes that support the operational risk framework across State Street.our business.
Operational risk guidelines document our practices and describe the key elements in a business unit's operational risk management program. The purpose of the guidelines is to set forth and define key
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operational risk terms, provide further detail on State Street'sour operational risk programs, and detail the business units' responsibilities to identify, assess, measure, monitor and report operational risk. The guideline supports our operational risk policy.
Data standards have been established to maintain consistent data repositories and systems that are controlled, accurate and available on a timely basis to support operational risk management.
Information Technology Risk Management
Overview and Principles
We define technology risk as the risk associated with the use, ownership, operation, involvement, influence and adoption of information technology. Technology risk includes risks potentially triggered by technology non-compliance with regulatory obligations, information security and privacy incidents, business disruption, technology internal control and process gaps, technology operational events and adoption of new business technologies.
The principal technology risks within our technology risk policy and risk appetite framework include:
Third party vendor riskrisk;
Business disruption and technology resiliency riskrisk;
Cyber and information security riskrisk;
Technology asset and configuration riskrisk; and
Technology obsolescence riskrisk.
Governance
Our Board is responsible for the approval and oversight of our overall technology risk framework and program. It does so through its Technology Committee,TOPS, which reviews and approves our technology risk policy and appetite framework annually.
Our technology risk policy establishes our approach to our management of technology risk across State Street.our business. The policy identifies the responsibilities of individuals and committees charged with oversight of the management of technology risk
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and articulates a broad mandate that supports implementation of the technology risk framework.
Risk control functions in the business are responsible for adopting and executing the Enterprise Technology Risk Management or ETRM,(ETRM), technology risk framework and reporting requirements. They do this, in part, by developing and maintaining an inventory of critical applications and supporting infrastructure, as well as identifying, assessing and measuring technology risk utilizing the ETRM framework. They are also responsible for monitoring and evaluating risk on a continual basis using key risk indicators, risk reporting and adopting appropriate risk responses to risk issues.
The Chief Technology Risk Officer, a member of the CRO’s executive management team, leads the ETRM. ETRM is the separate risk function responsible for the technology risk strategy and appetite, and technology risk framework development and execution. ETRM also performs overall technology risk monitoring and reporting to the Board, and provides a separate view of the technology risk posture to executive leadership.
We manage technology risks by:
Coordinating various risk assessment and risk management activities, including ERM operational risk programs;
Establishing, through TORC and the Technology CommitteeTOPS of the Board, the enterprise level technology risk and cyber risk appetite and limits;
Producing enterprise level risk reporting, aggregation, dashboards, profiles and risk appetite statements;
Validating appropriateness of reporting of information technology risks and risk acceptance to senior management risk committees and the Board;
Promoting a strong technology risk culture through communication;
Serving as an escalation and challenge point for technology risk policy guidance, expectations and clarifications;
Assessing effectiveness of key enterprise information technology risk and internal control remediation programs; and
Providing risk oversight, challenge and monitoring for the Global Continuity and Third Party Vendor Management Program, including the collection of risk appetite, metrics and KRIs, and reviewing issue management processes and consistent program adoption.
Cyber-Security Risk Management
Cyber-security risk is managed as part of our overall Information Technology Risk Management as outlined above.
We recognize the significance of cyber-attacks and have taken steps to mitigate the risks associated with them. We have made significant investments in building a mature cyber-security program to leverage people, technology and processes to protect our systems and the data in our care. We have also implemented a program to help us better measure and manage the cyber-security risk we face when we engage with third parties for services.
All employees are required to adhere to our cyber-security policy and standards. Our centralized information security group provides education and training. This training includes a required annual online
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training class for all employees, multiple simulated phishing attacks and regular information security awareness materials.
Our business lines employ Information Security Officers to help the business better understand and manage their information security risks, as well as to work with the centralized Information Security team to drive awareness and compliance throughout the business.
We use independent third parties to perform ethical hacks of key systems to help us better understand the effectiveness of our controls and to better implement more effective controls, and we engage with third parties to conduct reviews of our overall program to help us better align our cyber-security program with what is required of a large financial services organization.
We have an incident response program in place that is designed to enable a well-coordinated response to mitigate the impact of cyber-attacks, recover from the attack and to drive the appropriate level of communication to internal and external stakeholders.
The TORC assesses and manages the effectiveness of our cyber-security program, which is overseen by the TOPS of our Board. The TOPS receives regular cyber-security updates throughout the year and is responsible for reviewing and approving the program on an annual basis.
Market Risk Management
Market risk is defined by U.S. banking regulators as the risk of loss that could result from broad market movements, such as changes in the general level of interest rates, credit spreads, foreign exchange rates or commodity prices. We are exposed to market risk in both our trading and certain of our non-trading, or asset-and-liability management, activities.
Information about the market risk associated with our trading activities is provided below under “Trading Activities.” Information about the market risk associated with our non-trading activities, which consists primarily of interest-rateinterest rate risk, is provided below under “Asset-and-Liability Management Activities.”
Trading Activities
In the conduct of our trading activities, we assume market risk, the level of which is a function of our overall risk appetite, business objectives and liquidity needs, our clients' requirements and market volatility and our execution against those factors.
We engage in trading activities primarily to support our clients' needs and to contribute to our overall corporate earnings and liquidity. In connection with certain of these trading activities, we enter into a variety of derivative financial instruments to support our clients' needs and to manage our interest-rateinterest rate and currency risk. These activities are generally intended to generate
foreign exchange trading services revenue and to manage potential earnings volatility. In addition, we provide services related to derivatives in our role as both a manager and a servicer of financial assets.
Our clients use derivatives to manage the financial risks associated with their investment goals and business activities. With the growth of cross-border investing, our clients often enter into foreign exchange forward contracts to convert currency for international investments and to manage the currency risk in their international investment portfolios. As an active participant in the foreign exchange markets, we provide foreign exchange forward and option contracts in support of these client needs, and also act as a dealer in the currency markets.
As part of our trading activities, we assume positions in the foreign exchange and interest-rateinterest rate markets by buying and selling cash instruments and entering into derivative instruments, including foreign exchange forward contracts, foreign exchange and interest-rateinterest rate options and interest-rateinterest rate swaps, interest-rateinterest rate forward contracts and interest-rateinterest rate futures. As of December 31, 2017,2019, the notional amount of these derivative contracts was $1.75$2.41 trillion, of which $1.68$2.38 trillion was composed of foreign exchange forward, swap and spot contracts. We seek to match positions closely with the objective of minimizing related
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currency and interest-rateinterest rate risk. All foreign exchange contracts are valued daily at current market rates.
Governance
Our assumption of market risk in our trading activities is an integral part of our corporate risk appetite. Our Board reviews and oversees our management of market risk, including the approval of key market risk policies and the receipt and review of regular market risk reporting, as well as periodic updates on selected market risk topics.
The previously described TMRC (refer to "Risk Committees") oversees all market risk-taking activities across State Streetour business associated with trading. The TMRC, which reports to MRAC, is composed of members of ERM, our global markets business and our Global Treasury group, as well as our senior executives who manage our trading businesses and other members of management who possess specialized knowledge and expertise. The TMRC meets regularly to monitor the management of our trading market risk activities.
Our business units identify, actively manage and are responsible for the market risks inherent in their businesses. A dedicated market risk management group within ERM, and other groups within ERM, work with those business units to assist them in the identification, assessment, monitoring, management and control of market risk, and assist business unit managers with their market risk management and
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measurement activities. ERM provides an additional line of oversight, support and coordination designed to promote the consistent identification, measurement and management of market risk across business units, separate from those business units' discrete activities.
The ERM market risk management group is responsible for the management of corporate-wide market risk, the monitoring of key market risks and the development and maintenance of market risk management policies, guidelines and standards aligned with our corporate risk appetite. This group also establishes and approves market risk tolerance limits and trading authorities based on, but not limited to, measures of notional amounts, sensitivity, VaR and stress. Such limits and authorities are specified in our trading and market risk guidelines which govern our management of trading market risk.
Corporate Audit separately assesses the design and operating effectiveness of the market risk controls within our business units and ERM. Other related responsibilities of Corporate Audit include the periodic review of ERM and business unit compliance with market risk policies, guidelines and corporate standards, as well as relevant regulatory requirements. We are subject to regular monitoring, reviews and supervisory exams of our market risk
function by the Federal Reserve. In addition, we are regulated by, among others, the SEC, the Financial Industry Regulatory Authority and the U.S. Commodities Futures Trading Commission.
Risk Appetite
Our corporate market risk appetite is specified in policy statements that outline the governance, responsibilities and requirements surrounding the identification, measurement, analysis, management and communication of market risk arising from our trading activities. These policy statements also set forth the market risk control framework to monitor, support, manage and control this portion of our risk appetite. All groups involved in the management and control of market risk associated with trading activities are required to comply with the qualitative and quantitative elements of these policy statements. Our trading market risk control framework is composed of the following components:
A trading market risk management process led by ERM, separate from the business units' discrete activities;
Clearly defined responsibilities and authorities for the primary groups involved in trading market risk management;
A trading market risk measurement methodology that captures correlation effects and allows aggregation of market risk across risk types, markets and business lines;
Daily monitoring, analysis and reporting of market risk exposures associated with trading activities against market risk limits;
A defined limit structure and escalation process in the event of a market risk limit excess;
Use of VaR models to measure the one-day market risk exposure of trading positions;
Use of VaR as a ten-day-based regulatory capital measure of the market risk exposure of trading positions;
Use of non-VaR-based limits and other controls;
Use of stressed-VaR models, stress-testing analysis and scenario analysis to support the trading market risk measurement and management process by assessing how portfolios and global business lines perform under extreme market conditions;
Use of back-testing as a diagnostic tool to assess the accuracy of VaR models and other risk management techniques; and
A new product approval process that requires market risk teams to assess trading-related market risks and apply risk tolerance limits to
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proposed new products and business activities.
We use our CAP to assess our overall capital and liquidity in relation to our risk profile and provide a comprehensive strategy for maintaining appropriate capital and liquidity levels. With respect to market risk associated with trading activities, our risk management and our calculations of regulatory capital are based primarily on our internal VaR models and stress testing analysis. As discussed in detail under “Value-at-Risk” below, VaR is measured daily by ERM.
The TMRC oversees our market risk exposure in relation to limits established within our risk appetite framework. These limits define threshold levels for VaR- and stressed VaR-based measures and are applicable to all trading positions subject to regulatory capital requirements. These limits are designed to prevent any undue concentration of market risk exposure, in light of the primarily non-proprietary nature of our trading activities. The risk appetite framework and associated limits are reviewed and approved by the Board's RC.
Covered Positions
Our trading positions are subject to regulatory market risk capital requirements if they meet the regulatory definition of a “covered position.” A covered position is generally defined by U.S. banking regulators as an on- or off-balance sheet position associated with the organization's trading activities that is free of any restrictions on its tradability, but does not include intangible assets, certain credit derivatives recognized as guarantees and certain equity positions not publicly
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traded. All FX and commodity positions are considered covered positions, regardless of the accounting treatment they receive. The identification of covered positions for inclusion in our market risk capital framework is governed by our covered positions policy, which outlines the standards we use to determine whether a trading position is a covered position.
Our covered positions consist primarily of the trading portfolios held by our global markets business. They also arise from certain positions held by our Global Treasury group. These trading positions include products such as foreign exchange spot, foreign exchange forwards, non-deliverable forwards, foreign exchange options, foreign exchange funding swaps, currency futures, financial futures and interest rate futures. New activities are analyzed to determine if the positions arising from such new activities meet the definition of a covered position and conform to our covered positions policy. This documented analysis, including any decisions with respect to market risk treatments, must receive approval from the TMRC.
We use spot rates, forward points, yield curves and discount factors imported from third-party sources to measure the value of our covered positions, and we use such values to mark our covered positions to market on a daily basis. These values are subject to separate validation by us in order to evaluate reasonableness and consistency with market experience. The mark-to-market gain or loss on spot transactions is calculated by applying the spot rate to the foreign currency principal and comparing the resultant base currency amount to the original transaction principal. The mark-to-market gain or loss on a forward foreign exchange contract or forward cash flow contract is determined as the difference between the life-to-date (historical) value of the cash flow and the value of the cash flow at the inception of the transaction. The mark-to-market gain or loss on interest-rateinterest rate swaps is determined by discounting the future cash flows from each leg of the swap transaction.
Value-at-Risk Stress Testing and Stressed VaR
As noted above, weWe use a variety of risk measurement tools and methodologies, including VaR, which is an estimate of potential loss for a given period within a stated statistical confidence interval. We use a risk measurement methodology to measure trading-related VaR daily. We have adopted standards for measuring trading-related VaR, and we maintain regulatory capital for market risk associated with our trading activities in conformity with currently applicable bank regulatory market risk requirements.
We utilize an internal VaR model to calculate our regulatory market risk capital requirements. We use a historical simulation model to calculate daily VaR- and stressed VaR-based measures for our covered positions in conformity with regulatory requirements.
Our VaR model seeks to capture identified material risk factors associated with our covered positions, including risks arising from market movements such as changes in foreign exchange rates, interest rates and option-implied volatilities.
We have adopted standards and guidelines to value our covered positions which govern our VaR- and stressed VaR-based measures. Our regulatory VaR-based measure is calculated based on historical volatilities of market risk factors during a two-year observation period calibrated to a one-tail, 99% confidence interval and a ten-business-day holding period. We also use the same platform to calculate a one-tail, 99% confidence interval, one-business-day VaR for internal risk management purposes. A 99% one-tail confidence interval implies that daily trading losses are not expected to exceed the estimated VaR more than 1% of the time, or less than three business days out of a year.
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Our market risk models, including our VaR model, are subject to change in connection with the governance, validation and back-testing processes described below. These models can change as a result of changes in our business activities, our historical experiences, market forces and events, regulations and regulatory interpretations and other factors. In addition, the models are subject to continuing regulatory review and approval. Changes in our models may result in changes in our measurements of our market risk exposures, including VaR, and related measures, including regulatory capital. These changes could result in material changes in those risk measurements and related measures as calculated and compared from period to period.
We calculate a stressed VaR-based measure using the same model we use to calculate VaR, but with model inputs calibrated to historical data from a range of continuous twelve-month periods that reflect significant financial stress. The stressed VaR model is designed to identify the second-worst outcome occurring in the worst continuous one-year rolling period since July 2007. This stressed VaR meets the regulatory requirement as the rolling ten-day period with an outcome that is worse than 99% of other outcomes during that twelve-month period of financial stress. For each portfolio, the stress period is determined algorithmically by seeking the one-year time horizon that produces the largest ten-business-day VaR from within the available historical data. This historical data set includes the financial crisis of 2008, the highly volatile period surrounding the Eurozone sovereign debt crisis and the Standard & Poor's downgrade of U.S. Treasury debt in August 2011. As the historical data set used to determine the stress period expands over time, future market stress events will be incorporated.
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Value-at-Risk Measures
VaR measures are based on the most recent two years of historical price movements for instruments and related risk factors to which we have exposure. The instruments in question are limited to foreign exchange spot, forward and options contracts and interest-rateinterest rate contracts, including futures and interest-rateinterest rate swaps. Historically, these instruments have exhibited a higher degree of liquidity relative to other available capital markets instruments. As a result, the VaR measures shown reflect our ability to rapidly adjust exposures in highly dynamic markets. For this reason, risk inventory, in the form of net open positions, across all currencies is typically limited. In addition, long and short positions in major, as well as minor, currencies provide risk offsets that limit our potential downside exposure.
Our VaR methodology uses a historical simulation approach based on market-observed changes in foreign exchange rates, U.S. and non-U.S. interest rates and implied volatilities, and incorporates the resulting diversification benefits provided from the mix of our trading positions. Our VaR model incorporates approximately 5,000 risk factors and includes correlations among currency, interest rates and other market rates.
All VaR measures are subject to limitations and must be interpreted accordingly. Some, but not all, of the limitations of our VaR methodology include the following:
Compared to a shorter observation period, a two-year observation period is slower to reflect increases in market volatility (although temporary increases in market volatility will affect the calculation of VaR for a longer period); consequently, in periods of sudden increases in volatility or increasing volatility, in each case relative to the prior two-year period, the calculation of VaR may understate current risk;
Compared to a longer observation period, a two-year observation period may not reflect as many past periods of volatility in the markets, because such past volatility is no longer in the observation period; consequently, historical market scenarios of high volatility, even if similar to current or likely future market circumstances, may fall outside the two-year observation period, resulting in a potential understatement of current risk;
The VaR-based measure is calibrated to a specified level of confidence and does not indicate the potential magnitude of losses beyond this confidence level;
In certain cases, VaR-based measures approximate the impact of changes in risk factors on the values of positions and portfolios; this may happen because the number of inputs
included in the VaR model is necessarily limited; for example, yield curve risk factors do not exist for all future dates;
The use of historical market information may not be predictive of future events, particularly those that are extreme in nature; this “backward-looking” limitation can cause VaR to understate or overstate risk;
The effect of extreme and rare market movements is difficult to estimate; this may result from non-linear risk sensitivities as well as the potential for actual volatility and correlation levels to differ from assumptions implicit in the VaR calculations; and
Intra-day risk is not captured.
Stress Testing and Stressed VaR
We have a corporate-wide stress testing program in place that incorporates an array of techniques to measure the potential loss we could suffer in a hypothetical scenario of adverse economic and financial conditions. We also monitor concentrations of risk such as concentration by branch, risk component, and currency pairs. We conduct stress testing on a daily basis based on selected historical stress events that are relevant to our positions in order to estimate the potential impact to our current portfolio should similar market conditions recur, and we also perform stress testing as part of the Federal Reserve's CCAR process. Stress testing is conducted, analyzed and reported at the corporate, trading desk, division and risk-factor level (for example, exchange risk, interest-rateinterest rate risk and volatility risk).
We calculateStress testing results and limits are actively monitored on a stressed VaR-based measure usingdaily basis by ERM and reported to the same modelTMRC. Limit breaches are addressed by ERM risk managers in conjunction with the business units, escalated as appropriate, and reviewed by the TMRC if material. In addition, we use to calculate VaR, but
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with model inputs calibrated to historical data from a range of continuous twelve-month periodshave established several action triggers that reflect significant financial stress. The stressed VaR model identifies the second-worst outcome occurring in the worst continuous one-year rolling period since July 2007. This stressed VaR meets the regulatory requirement as the rolling ten-day period with an outcome that is worse than 99% of other outcomes during that twelve-month period of financial stress. For each portfolio, the stress period is determined algorithmicallyprompt immediate review by seeking the one-year time horizon that produces the largest ten-business-day VaR from within the available historical data. This historical data set includes the financial crisis of 2008, the highly volatile period surrounding the Eurozone sovereign debt crisismanagement and the Standard & Poor's downgradeimplementation of U.S. Treasury debt in August 2011. As the historical data set used to determine the stress period expands over time, future market stress events will be automatically incorporated.a remediation plan.
We perform scenario analysis daily based on selected historical stress events that are relevant to our positions in order to estimate the potential impact to our current portfolio should similar market conditions recur. Relevant scenarios are chosen from an inventory of historical financial stresses and applied to our current portfolio. These historical event scenarios involve spot foreign exchange, credit, equity, unforeseen geo-political events and natural disasters, and government and central bank intervention scenarios. Examples of the specific historical scenarios we incorporate in our stress testing program may include the Asian financial crisis of 1997, the September 11, 2001 terrorist attacks in the U.S., and the 2008 financial crisis. We continue to update our inventory of historical stress scenarios as new stress conditions emerge in the financial markets.
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As each of the historical stress events is associated with a different time horizon, we normalize results by scaling down the longer horizon events to a ten-day horizon and keeping the shorter horizon events (i.e., events that are shorter than ten days) at their original terms. We also conduct sensitivity analysis daily to calculate the impact of a large predefined shock in a specific risk factor or a group of risk factors on our current portfolio. These predefined shocks include parallel and non-parallel yield curve shifts and foreign exchange spot and volatility surface shifts. In a parallel shift scenario, we apply a constant factor shift across all yield curve tenors. In a non-parallel shift scenario, we apply different shock levels to different tenors of a yield curve, rather than shifting the entire curve by a constant amount. Non-parallel shifts include steepening, flattening and butterflies.
Stress testing results and limits are actively monitored on a daily basis by ERM and reported to the TMRC. Limit breaches are addressed by ERM risk managers in conjunction with the business units, escalated as appropriate, and reviewed by the TMRC if material. In addition, we have established several action triggers that prompt immediate review by management and the implementation of a remediation plan.
Validation and Back-Testing
We perform frequent back-testing to assess the accuracy of our VaR-based model in estimating loss at the stated confidence level. This back-testing involves the comparison of estimated VaR model outputs to daily, actual profit-and-loss (P&L) outcomes or P&L, observed from daily market movements. We back-test our VaR model using “clean” P&L, which excludes non-trading revenue such as fees, commissions and NII, as well as estimated revenue from intra-day trading.
Our VaR definition of trading losses excludes items that are not specific to the price movement of the trading assets and liabilities themselves, such as fees, commissions, changes to reserves and gains or losses from intra-day activity.
We experienced two back-testing exceptions in 2019 and four back-testing exceptions in 2018. At 99% confidence interval, the statistical expectation for a VaR model is to witness one exception every hundred trading days (or two to three exceptions per year). The 2019 back-testing exception in eachexceptions are therefore within statistical expectation. In 2018 heightened volatility followed a longer period of 2017, 2016 and 2015. In referencerelatively benign market conditions that saw the Volatility Index routinely register as little as 10% or less. Following such periods, it is quite common for VaR models calibrated to the 2017 exception,most recent two years of data to underestimate the trading lossgains or losses that day exceeded the VaR based on the prior day’s closing positions, following the euro’s forward point spike on short tenors driven by thinning liquidity and reduced volumes spurred by banks’ year-end balance sheet preparations. In reference to the 2016 exception, the trading P&Lare experienced as volatility trends above levels that day exceeded the VaR based on the prior day’s closing positions, following a large depreciation in the U.S. dollar against several major and emerging market currencies, primarily attributable to U.S. GDP growth rate being lower than expected and market reaction to Bank of Japan’s decision to leave the interest rate unchanged. In reference to the 2015 exception, the trading P&L that day exceeded the VaR based on the prior day’s closing positions, following a large depreciation in the U.S. dollar against several major and emerging market currencies, which depreciation can be attributed to a decision and related statements by the Federal Reserve’s Federal Open Market Committee to hold interest rates at current levels.were seen more recently.
Our model validation process also evaluates the integrity of our VaR models through the use of regular outcome analysis. This outcome analysis includes back-testing, which compares the VaR model's predictions to actual outcomes using out-of-sample information. MVG examined back testing results for the market risk regulatory capital model used for 2016. Consistent with regulatory guidance, the back-testing compared “clean” P&L, defined above, with
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the one-day VaR produced by the model. The back-testing was performed for a time period not used for model development. The number of occurrences where “clean” trading-book P&L exceeded the one-day VaR was within our expected VaR tolerance level.
Market Risk Reporting
Our ERM market risk management group is responsible for market risk monitoring and reporting. We use a variety of systems and controlled market feeds from third-party services to compile data for several daily, weekly and monthly management reports.
The following tables present VaR and stressed VaR associated with our trading activities for covered positions held during the quartersyears ended December 31, 20172019 and 2016,2018, respectively, as measured by our VaR methodology:
methodology. Diversification effect in the tables below represents the difference between total VaR and the sum of the VaRs for each trading activity. This effect arises because the risks present in our trading activities are not perfectly correlated. | | | TABLE 34: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS | |
| TABLE 34: TEN-DAY VALUE-AT-RISK ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS | | TABLE 34: TEN-DAY VALUE-AT-RISK ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS |
| | Quarter Ended December 31, 2017 | | Quarter Ended December 31, 2016 | | As of December 31, 2017 | | As of December 31, 2016 | Year Ended December 31, 2019 | | Year Ended December 31, 2018 |
| (In thousands) | Average | | Maximum | | Minimum | | Average | | Maximum | | Minimum | | VaR | | VaR | Year Ended | | Average | | Maximum | | Minimum | | Year Ended | | Average | | Maximum | | Minimum |
| Global Markets | $ | 8,148 |
| | $ | 13,502 |
| | $ | 3,402 |
| | $ | 8,307 |
| | $ | 15,847 |
| | $ | 3,048 |
| | $ | 5,719 |
| | $ | 4,088 |
| $ | 9,954 |
| | $ | 10,235 |
| | $ | 26,419 |
| | $ | 5,880 |
| | $ | 10,588 |
| | $ | 7,354 |
| | $ | 19,160 |
| | $ | 2,967 |
|
| Global Treasury | 650 |
| | 1,767 |
| | 126 |
| | 527 |
| | 756 |
| | 333 |
| | 1,346 |
| | 756 |
| 987 |
| | 733 |
| | 2,326 |
| | 123 |
| | 1,354 |
| | 750 |
| | 3,579 |
| | 91 |
|
| Diversification | | (1,082 | ) | | (864 | ) | | (4,812 | ) | | (67 | ) | | (1,435 | ) | | (634 | ) | | (3,348 | ) |
| 205 |
|
| Total VaR | $ | 8,123 |
| | $ | 13,306 |
| | $ | 3,410 |
| | $ | 8,285 |
| | $ | 15,723 |
| | $ | 2,970 |
| | $ | 5,562 |
| | $ | 3,938 |
| $ | 9,859 |
| | $ | 10,104 |
| | $ | 23,933 |
| | $ | 5,936 |
| | $ | 10,507 |
| | $ | 7,470 |
| | $ | 19,391 |
| | $ | 3,263 |
|
| | | | | | | | | | | | | | | | | |
| TABLE 35: TEN-DAY STRESSED VALUE-AT-RISK ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS | | TABLE 35: TEN-DAY STRESSED VALUE-AT-RISK ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS |
| | | Year Ended December 31, 2019 | | Year Ended December 31, 2018 |
| (In thousands) | | Year Ended | | Average | | Maximum | | Minimum | | Year Ended | | Average | | Maximum | | Minimum |
| Global Markets | | $ | 48,089 |
| | $ | 34,574 |
| | $ | 55,751 |
| | $ | 17,492 |
| | $ | 26,512 |
| | $ | 32,744 |
| | $ | 58,221 |
| | $ | 14,811 |
|
| Global Treasury | | 5,898 |
| | 3,454 |
| | 8,376 |
| | 842 |
| | 7,683 |
| | 3,659 |
| | 10,177 |
| | 342 |
|
| Diversification | | (8,289 | ) |
| (3,459 | ) |
| (5,962 | ) |
| (1,734 | ) |
| (7,919 | ) |
| (4,101 | ) |
| (10,179 | ) |
| (325 | ) |
| Total Stressed VaR | | $ | 45,698 |
| | $ | 34,569 |
| | $ | 58,165 |
| | $ | 16,600 |
| | $ | 26,276 |
| | $ | 32,302 |
| | $ | 58,219 |
| | $ | 14,828 |
|
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|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 35: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES FOR COVERED POSITIONS |
| | Quarter Ended December 31, 2017 | | Quarter Ended December 31, 2016 | | As of December 31, 2017 | | As of December 31, 2016 |
| (In thousands) | Average | | Maximum | | Minimum | | Average | | Maximum | | Minimum | | Stressed VaR | | Stressed VaR |
| Global Markets | $ | 27,185 |
| | $ | 41,908 |
| | $ | 14,408 |
| | $ | 36,168 |
| | $ | 52,057 |
| | $ | 18,883 |
| | $ | 31,512 |
| | $ | 26,811 |
|
| Global Treasury | 8,761 |
| | 17,460 |
| | 2,560 |
| | 10,275 |
| | 13,868 |
| | 7,030 |
| | 12,042 |
| | 11,342 |
|
| Total Stressed VaR | $ | 27,789 |
| | $ | 42,527 |
| | $ | 14,320 |
| | $ | 38,645 |
| | $ | 55,899 |
| | $ | 20,646 |
| | $ | 29,649 |
| | $ | 28,624 |
|
The average of our stressed VaR-based measure was approximately $28$35 million for the quarteryear ended December 31, 2017,2019, compared to an average of approximately $39$32 million for the quarteryear ended December 31, 2016.2018.
The decrease in ouraverage stressed VaR basedVaR-based measure for the quarter endedas of December 31, 2017,2019 was relatively unchanged compared to the quarter ended December 31, 2016, was mainly driven by lower end2018. Our stressed VaR-based measure increased as of day foreign exchange positions in Q4 2017December 31, 2019 compared to Q4 2016.December 31, 2018, primarily due to larger FX net open positions.
The VaR-based measures presented in the preceding tables are primarily a reflection of the overall level of market volatility and our appetite for taking market risk in our trading activities. Overall levels of volatility have been low both on an absolute basis and relative to the historical information observed at the beginning of the period used for the calculations. Both the ten-day VaR-based measures and the stressed VaR-based measures are based on
historical changes observed during rolling ten-day periods for the portfolios as of the close of business each day over the past one-year period.
We may in the future modify and adjust our models and methodologies used to calculate VaR and stressed VaR, subject to regulatory review and approval, and these modifications and adjustments may result in changes in our VaR-based and stressed VaR-based measures.
The following tables present the VaR and stressed-VaR associated with our trading activities attributable to foreign exchange risk, interest-rateinterest rate risk and volatility risk as of December 31, 20172019 and 2016,2018, respectively. The totals of the VaR-based and stressed VaR-based measures for the three attributes in total exceeded the related total VaR and total stressed VaR presented in the foregoing tables as of each period-end, primarily due to the benefits of diversification across risk types.
Diversification effect in the tables below represents the difference between total VaR and the sum of the VaRs for each trading activity. This effect arises because the risks present in our trading activities are not perfectly correlated.
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TABLE 36: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) |
| | As of December 31, 2019(2) | | As of December 31, 2018 |
| (In thousands) | Foreign Exchange Risk | | Interest Rate Risk | | Foreign Exchange Risk | | Interest Rate Risk |
| By component: | | | | | | | |
| Global Markets | $ | 5,447 |
| | $ | 6,266 |
| | $ | 2,679 |
| | $ | 11,850 |
|
| Global Treasury | 24 |
| | 966 |
| | 53 |
| | 1,377 |
|
| Diversification | (23 | ) | | (995 | ) | | (39 | ) | | (1,436 | ) |
| Total VaR | $ | 5,448 |
| | $ | 6,237 |
| | $ | 2,693 |
| | $ | 11,791 |
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TABLE 36: TEN-DAY VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) |
| | As of December 31, 2017 | | As of December 31, 2016 |
| (In thousands) | Foreign Exchange Risk | | Interest Rate Risk | | Volatility Risk | | Foreign Exchange Risk | | Interest Rate Risk | | Volatility Risk |
| By component: | | | | | | | | | | | |
| Global Markets | $ | 6,149 |
| | $ | 5,546 |
| | $ | 3 |
| | $ | 3,279 |
| | $ | 3,281 |
| | $ | 102 |
|
| Global Treasury | 100 |
| | 1,372 |
| | — |
| | 220 |
| | 737 |
| | — |
|
| Total VaR | $ | 6,250 |
| | $ | 5,840 |
| | $ | 3 |
| | $ | 3,269 |
| | $ | 3,004 |
| | $ | 102 |
|
| | TABLE 37: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) | TABLE 37: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) | TABLE 37: TEN-DAY STRESSED VaR ASSOCIATED WITH TRADING ACTIVITIES BY RISK FACTOR(1) |
| | As of December 31, 2017 | | As of December 31, 2016 | As of December 31, 2019(2) | | As of December 31, 2018 |
| (In thousands) | Foreign Exchange Risk | | Interest Rate Risk | | Volatility Risk | | Foreign Exchange Risk | | Interest Rate Risk | | Volatility Risk | Foreign Exchange Risk | | Interest Rate Risk | | Foreign Exchange Risk | | Interest Rate Risk |
| By component: | | | | | | | | | | | | | | | | | | |
| Global Markets | $ | 15,975 |
| | $ | 27,161 |
| | $ | 3 |
| | $ | 5,026 |
| | $ | 36,563 |
| | $ | 111 |
| $ | 8,427 |
| | $ | 61,792 |
| | $ | 10,465 |
| | $ | 23,324 |
|
| Global Treasury | 153 |
| | 12,192 |
| | — |
| | 258 |
| | 11,597 |
| | — |
| 59 |
| | 6,258 |
| | 74 |
| | 8,202 |
|
| Diversification | | (61 | ) | | (8,681 | ) | | (132 | ) | | (7,835 | ) |
| Total Stressed VaR | $ | 16,105 |
| | $ | 25,177 |
| | $ | 3 |
| | $ | 5,056 |
| | $ | 36,592 |
| | $ | 111 |
| $ | 8,425 |
| | $ | 59,369 |
| | $ | 10,407 |
| | $ | 23,691 |
|
interest-rateinterest rate risk that is captured by the measures used for interest-rateinterest rate risk. Accordingly, the interest-rateinterest rate risk embedded in these foreign exchange instruments is included in the interest-rateinterest rate risk component.(2) As of December 31, 2019, we had no ten-day VaR or ten-day stressed VaR associated with volatility risk.
Asset and Liability Management Activities
The primary objective of asset and liability management is to provide sustainable NII under varying economic conditions, while protecting the economic value of the assets and liabilities carried inon our consolidated statement of condition from the adverse effects of changes in interest rates. While many market factors affect the level of NII and the economic value of our assets and liabilities, one of the most significant factors is our exposure to movements in interest rates. Most of our NII is earned from the investment of client deposits generated by our businesses. We invest these client deposits in assets that conform generally to the characteristics of our balance sheet liabilities, including the currency composition of our significant non-U.S. dollar denominated client liabilities.
We manage interest rate risk on a consolidated basis using two different, but complementary approaches.quantify NII sensitivity is a short-term, earnings-basedusing an earnings simulation model that measures re-pricing mismatches on theincludes our expectations for new business growth, changes in balance sheet. Itsheet mix and investment portfolio positioning. This measure compares our baseline view of NII over a twelve-month horizon, based on our internal forecast of interest rates, to a wide range of instantaneous and gradual rate shocks. TheTable 38, Key Interest Rates for Baseline Forecasts, presents the spot and 12-month forward rates used in our baseline NIIforecasts at December 31, 2019 and December 31, 2018. Our December 31, 2019 baseline forecast includes the expectation of one rate cut by the Federal Reserve over the next 12 months.
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| TABLE 38: KEY INTEREST RATES FOR BASELINE FORECASTS |
| | December 31, 2019 | | December 31, 2018 |
| | Fed Funds Target | | 10-Year Treasury | | Fed Funds Target | | 10-Year Treasury |
| Spot rates | 1.75 | % | | 1.92 | % | | 2.50 | % | | 2.68 | % |
| 12-month forward rates | 1.50 |
| | 1.95 |
| | 3.00 |
| | 2.99 |
|
In Table 39: Net Interest Income Sensitivity, we report the expected change in NII over the next twelve months from instantaneous shocks to various tenors on the yield curve, including the impacts from U.S. and non-U.S. rates. Each scenario assumes no management action is taken to mitigate the adverse effects of interest rate changes on our expectations for new business growth, changes in balance sheet mix and investment portfolio positioning.financial performance. While investment securities balances can fluctuate with the level of rates as prepayment assumptions change, our deposit balances remain consistent with the baseline. On
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| TABLE 39: NET INTEREST INCOME SENSITIVITY |
| | December 31, 2019 | | December 31, 2018 |
| (In millions) | U.S. Dollar | | All Other Currencies | | Total | | U.S. Dollar | | All Other Currencies | | Total |
| Rate change: | Benefit (Exposure) | | Benefit (Exposure) |
| Parallel shifts: | | | | | | | | | | | |
| +100 bps shock | $ | 67 |
| | $ | 175 |
| | $ | 242 |
| | $ | 136 |
| | $ | 235 |
| | $ | 371 |
|
| –100 bps shock | (214 | ) | | 81 |
| | (133 | ) | | (210 | ) | | 27 |
| | (183 | ) |
| Steeper yield curve: |
|
| | | |
|
| | | |
|
| |
|
|
| +100 bps shift in long-end rates | 176 |
| | 6 |
| | 182 |
| | 108 |
| | 19 |
| | 127 |
|
| -100 bps shift in short-end rates | (16 | ) | | 86 |
| | 70 |
| | (68 | ) | | 44 |
| | (24 | ) |
| Flatter yield curve: |
|
| | | |
|
| | | |
|
| |
|
|
| +100 bps shift in short-end rates | (97 | ) | | 170 |
| | 73 |
| | 31 |
| | 218 |
| | 249 |
|
| -100 bps shift in long-end rates | (184 | ) | | (6 | ) | | (190 | ) | | (135 | ) | | (18 | ) | | (153 | ) |
As of December 31, 2019, NII remains positioned to benefit from a parallel rise in interest rates and is exposed to a parallel decline in interest rates. Compared to December 31, 2018, our NII is less sensitive to parallel rate increases and decreases, driven by changes to the other hand, economic valuecomposition of equityU.S. deposits and derivative hedging activity intended to reduce the impact of lower rates in the U.S.
U.S dollar NII sensitivity as of December 31, 2019 similarly remains poised to benefit from a parallel rise in interest rates and is exposed to a parallel decline in U.S. interest rates. Compared to December 31, 2018, our U.S. dollar NII benefit to higher rates has declined, largely driven by the composition of U.S. deposits, higher deposit betas and derivative hedging activity. NII exposure to lower U.S. rates has remained stable since December 31, 2018 as reduced sensitivities to short-end rates is offset by increased exposure to long-end rates. The reduced NII sensitivity to lower short-end U.S. rates is driven by changes to the composition of U.S. deposits and cash flow hedging activity, while increased NII exposure to lower long-end U.S. rates is driven by higher levels of mortgage-backed securities in the investment portfolio.
We are still positioned to benefit from changes in non-U.S. interest rates, with the majority of our sensitivity derived from the short-end of the curve given deposit pricing expectations. Compared to December 31, 2018, our non-U.S. benefit to higher rates has decreased, while the benefit to lower rates has increased. The decreased NII benefit to higher rates is driven by Euro deposit pricing actions, in addition to the impact of changes to the treatment of excess reserves by the European Central Bank and Swiss National Bank. The increased benefit to lower rates is largely a result of the aforementioned change in treatment for excess reserves.
EVE sensitivity is a discounted cash flow model designed to estimate the change in fair value of assets and liabilities under a series of immediate interest rate shocks over a long-term horizon. It measuresIn the duration mismatch of the spot balance
sheet only and does not include the impact of new business.
While there are clear differences between NII andfollowing table, we report our EVE sensitivity there are several important similarities. First, both measures utilize consistent data and assumptions when modeling positions currently held on the balance sheet. Second, each approach assumes no management action is taken to mitigate the adverse effects of interest rate changes on our financial performance (and thus provides a conservative view of interest rate risk). NII and EVE sensitivity metrics are continuously monitored as market conditions change and managed within internally-approved risk limits and guidelines.
Net Interest Income at Risk
In the table below, we report the expected change in NII over the next twelve months from +/-100 bps instantaneous and gradual parallel rate shocks. Note that in each scenario, all currencies are shifted higher or lower. For the two gradual parallel rate scenarios, or interest rate ramps, the change in rates is applied evenly throughout the horizon.
We also routinely measure NII sensitivity to non-parallel rate shocks to isolate the impact of short-term or long-term market rates. In the up 100 bps instantaneous shock, approximately 75% of the expected benefit stems from the short-end of the yield curve. Additionally, we quantify how much of the change is a result of shifts in U.S. and non-U.S. rates. In the up 100 bps instantaneous shock, approximately 50-60% of the benefit is driven by U.S. rates.
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| TABLE 38: NII SENSITIVITY |
| (In millions) | | December 31,
2017 | | December 31,
2016 |
| Rate change: | | Benefit / (Exposure) |
| +100 bps shock | | $ | 435 |
| | $ | 585 |
|
| –100 bps shock | | (294 | ) | | (265 | ) |
| +100 bps ramp | | 177 |
| | 284 |
|
| –100 bps ramp | | (122 | ) | | (161 | ) |
As of December 31, 2017, NII sensitivity remains positioned to benefit from rising interest rates. Compared to prior year-end, the decreased benefit to the up 100 bps instantaneous shock is driven by investment portfolio activity and higher forecasted short-end rates, which impacts the repricing characteristics of client deposits and other liabilities. The increased exposure to the down 100200 bps instantaneous rate shock is driven by higher observed short-term interest rates relative to prior year-end. Gradual rate shocks, have a similar asset sensitive positioning compared with instantaneous shocks, but are less impactful due to the severity of the rate shift.
Economic Value of Equity
The following table highlights our economic value of equity sensitivity to a +/-200 bps instantaneous rate shock, relative to spot interest rates. Management compares the change in EVE sensitivity against State Street'sour aggregate tier 1 and tier 2 risk-based capital, calculated in conformity with current applicable regulatory requirements. EVE sensitivity is dependent on the timing of interest and principal cash flows. Also, the measure only evaluates the spot balance sheet and does not include the impact of new business assumptions.
| | | TABLE 39: EVE SENSITIVITY | |
| TABLE 40: ECONOMIC VALUE OF EQUITY SENSITIVITY | | TABLE 40: ECONOMIC VALUE OF EQUITY SENSITIVITY |
| | | December 31,
2017 | | December 31,
2016 | As of December 31, |
| (In millions) | | | | | 2019 | | 2018 |
| Rate change: | | Benefit / (Exposure) | Benefit (Exposure) |
| +200 bps shock | | $ | (1,507 | ) | | $ | (1,092 | ) | $ | (1,966 | ) | | $ | (1,603 | ) |
| –200 bps shock | | 11 |
| | 877 |
| 1,292 |
| | 796 |
|
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As of December 31, 2017, economic value of equity2019, EVE sensitivity remains exposed to upward shifts in interest rates. TheCompared to December 31, 2018, the change in each scenario isthe up and down 200 bps instantaneous shocks was primarily driven by purchases of fixed-rate investment portfolio repositioningsecurities, partially offset by lower long-end U.S. rates.
Both NII sensitivity and higher modeled client deposit duration. The -200 bps scenario is also impacted by the low level of rates, which can limit the size of the rate shock.EVE sensitivity are routinely monitored as market conditions change.
Model Risk Management
The use of models is widespread throughout the financial services industry, with large and complex organizations relying on sophisticated models to support numerous aspects of their financial decision making. The models contemporaneously represent both a significant advancement in financial management and a new source of risk. In large banking organizations like State Street,us, model results influence business decisions, and model failure could have a harmful effect on our financial performance.
As a result, the Model Risk ManagementMRM Framework seeks to mitigate our model risk at State Street.risk.
Our model risk managementMRM program has three principal components:
A model risk governance program that defines roles and responsibilities, including the authority to restrict model usage, provides policies and guidance, monitors compliance and reports regularly to the Board on the overall degree of model risk across the corporation;
A model development process that focuses on sound design and computational accuracy, and includes activities designed to test for robustness, stability and sensitivity to assumptions; and
An independent model validation function designed to verify that models are conceptually sound, computationally accurate, are performing as expected, and are in line with their design objectives.
Governance
Models used in the regulatory capital calculation can only be deployed for use after undergoing a model validation by ERM's MRM group. The model validation results and/or a decision by the Model Risk Management and receivingCommittee must permit model usage or the result on the validation that allows for use.model may not be used.
ERM’s Model Risk ManagementMRM group is responsible for defining the corporate-wide model risk governance framework, and maintainsmaintaining policies that achieve the framework’s objectives. The team is responsible for overall model risk governance capabilities, with particular emphasis in the areas of model validation, model risk reporting, model performance monitoring, tracking of new model development status and committee-level review and challenge.
MRC, which is composed of senior staffmanagers responsible for representing functional areas and
business units with technical expertise,key models across the organization, reports to MRAC, and provides guidance and oversight to the Model Risk ManagementMRM function.
Model Development and Usage
Models are developed under standards governing data sourcing, methodology selection and model integrity testing. Model development includes a statement of purpose to align development with intended use. It also includes a comparison of alternative approaches to promote a sound modeling approach.
Model developers conduct an assessment of data quality and relevance. The development teams conduct a variety of tests of the accuracy, robustness and stability of each model.
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Model owners submit models to the Model Validation GroupMVG for validation on a regular basis, as per the existing policy.
Model Validation
MVG is part of Model Risk ManagementMRM within ERM and performs model validations.validations and reviews. MVG is independent, as contemplated by applicable bank regulatory requirements, of both the developers and users of the models. MVG validates models through a reviewan evaluation process that assesses the appropriateness, accuracy, and suitability of data inputs, methodologies, documentation, assumptions, and processing code. Model validation also encompasses an assessment of model performance, sensitivity, and robustness, as well as a model’s potential limitations given its particular assumptions or deficiencies. Based on the results of its review, MVG issues a model use decision and may require remedial actions andand/or compensating controls on model use. MVG also maintains a model risk-ratingrisk rating system, which assigns a risk rating to each model based on an assessment of a model's inherent and residual risks. These ratings aid in the understanding and reporting of model risk across the model portfolio, and enable the triaging of needs for remediation.
Although model validation is the primary method of subjecting models to independent review and challenge, in practice, a multi-step governance process provides the opportunity for challenge by multiple parties. First, MVG conducts a model validation and issues a model use decision thatdecision. MVG communicates their result as one of the following three outcomes: “Approved”, “Approved with conditions”, or “Not Approved”. There are two ways in which a model can be deemed “Not approved for Use” given a validation: 1) the aggregation of the model scoring within MRM’s Model Risk Rating System (MRRS) model is poor enough to result in a “high” rating, or 2) the scoring of one or more MRRS model element(s) is deemed “critical” resulting in an automatic “high” rating irrespective of the other elements as the “critical” element(s) undermines the model. Second, these
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decisions may be accompanied by mandatory remedial actions and compensating controls. Second, these decisions are reviewed, challenged, and confirmed by the MRC. Finally, model use decisions, risk ratings, and overall levels of model risk aremay be reported to and reviewed by MRAC. MRM also reports regularly on model risk issues to the Board.
Strategic Risk Management
We define strategic risk as the current or prospective impact on earnings or capital arising from adverse business decisions, improper implementation of strategic initiatives, or lack of responsiveness to industry-wide changes. Strategic risks are influenced by changes in the competitive environment; decline in market performance or changes in our business activities; and the potential secondary impacts of reputational risks, not already captured as market, interest rate, credit, operational, model or liquidity risks. We incorporate strategic risk into our assessment of our business plans and risk and capital management processes. Active management of strategic risk is an integral component of all aspects of our business.
Separating the effects of a potential material adverse event into operational and strategic risk is
sometimes difficult. For instance, the direct financial impact of an unfavorable event in the form of fines or penalties would be classified as an operational risk loss, while the impact on our reputation and consequently the potential loss of clients and corresponding decline in revenue would be classified as a strategic risk loss. An additional example of strategic risk is the integration of a major acquisition. Failure to successfully integrate the operations of an acquired business, and the resultant inability to retain clients and the associated revenue, would be classified as a loss due to strategic risk.
Strategic risk is managed with a long-term focus. Techniques for its assessment and management include the development of business plans, which are subject to robust review and challenge from senior management and the Board of Directors, as well as a formal review and approval process for all new business and product proposals. The potential impact of the various elements of strategic risk is difficult to quantify with any degree of precision. We use a combination of historical earnings volatility, scenario analysis, stress-testing and management judgment to help assess the potential effect on State Streetus attributable to strategic risk. Management and control of strategic risks are generally the responsibility of the business units, with oversight from the control functions, as part of their overall strategic planning and internal risk management processes.
Capital
Managing our capital involves evaluating whether our actual and projected levels of capital are commensurate with our risk profile, are in compliance with all applicable regulatory requirements and are
sufficient to provide us with the financial flexibility to undertake future strategic business initiatives. We assess capital adequacy based on relevant regulatory capital requirements, as well as our own internal capital goals, targets and other relevant metrics.
Framework
Our objective with respect to management of our capital is to maintain a strong capital base in order to provide financial flexibility for our business needs, including funding corporate growth and supporting clients’ cash management needs, and to provide protection against loss to depositors and creditors. We strive to maintain an appropriate level of capital, commensurate with our risk profile, on which an attractive return to shareholders is expected to be realized over both the short and long term,long-term, while protecting our obligations to depositors and creditors and complying with regulatory capital requirements.
Our capital management focuses on our risk exposures, the regulatory requirements applicable to us with respect to multiple capital measures, the
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evaluations and resulting credit ratings of the major independent rating agencies, our return on capital at both the consolidated and line-of-business level and our capital position relative to our peers.
Assessment of our overall capital adequacy includes the comparison of capital sources with capital uses, as well as the consideration of the quality and quantity of the various components of capital. The assessment seeks to determine the optimal level of capital and composition of capital instruments to satisfy all constituents of capital, with the lowest overall cost to shareholders. Other factors considered in our assessment of capital adequacy are strategic and contingency planning, stress testing and planned capital actions.
Capital Adequacy Process
Our primary federal banking regulator is the Federal Reserve. Both State Streetwe and State Street Bank are subject to the minimum regulatory capital requirements established by the Federal Reserve and defined in FDICIA.the Federal Deposit Insurance Corporation Improvement Act. State Street Bank must exceed the regulatory capital thresholds for “well capitalized” in order for our Parent Company to maintain its status as a financial holding company. Accordingly, one of our primary goalsobjectives with respect to capital management is to exceed all applicable minimum regulatory capital requirements and to be “well-capitalized” under the PCA guidelines established by the FDIC. Our capital management activities are conducted as part of our corporate-wide CAP and associated Capital Policy and guidelines.Guidelines.
We consider capital adequacy to be a key element of our financial well-being, which affects our ability to attract and maintain client relationships; operate
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effectively in the global capital markets; and satisfy regulatory, security holderholders and shareholder needs. Capital is one of several elements that affect our credit ratings and the ratings of our principal subsidiaries.
In conformity with our Capital Policy and guidelines,Guidelines, we strive to achieve and maintain specific internal capital levels, not just at a point in time, but over time and during periods of stress, to account for changes in our strategic direction, evolving economic conditions, and financial and market volatility. We have developed and implemented a corporate-wide CAP to assess our overall capital in relation to our risk profile and to provide a comprehensive strategy for maintaining appropriate capital levels. The CAP considers material risks under multiple scenarios, with an emphasis on stress scenarios, and encompasses existing processes and systems used to measure our capital adequacy.
Capital Contingency Planning
Contingency planning is an integral component of capital management. The objective of contingency
planning is to monitor current and forecast levels of select capital, liquidity and other measures that serve as early indicators of a potentially adverse capital or liquidity adequacy situation. These measures are one of the inputs used to set our internal capital adequacy level. We review these measures annually for appropriateness and relevance in relation to our financial budget and capital plan.
Stress Testing
We administer a robust State Street-widebusiness-wide stress-testing program that executes multiple stress tests each year to assess the institution’s capital adequacy and/or future performance under adverse conditions. Our stress testing program is structured around what we determine to be the key risks incurred by State Street,inherent in our business, as assessed through a recurring material risk identification process. The material risk identification process represents a bottom-up approach to identifying the institution’s most significant risk exposures across all on- and off-balance sheet risk-taking activities, including credit, market, liquidity, interest rate, operational, fiduciary, business, reputation and regulatory risks. These key risks serve as an organizing principle for much of our risk management framework, as well as reporting, including the “risk dashboard” provided to the Board. Over the past few years, stress scenarios have included a deep recession in the U.S., a break-up of the Eurozone, a severe recession in China and an oil shock precipitated by turmoil in the Middle East/North Africa region.
In connection with the focus on our key risks, each stress test incorporates idiosyncratic loss events tailored to State Street‘sour unique risk profile and business activities. Due to the nature of our business model and our
consolidated statement of condition, our risks differ from those of a traditional commercial bank.
The Federal Reserve requires bank holding companies with total consolidated assets of $50 billion or more, which includes State Street,us, to submit a capital plan on an annual basis. The Federal Reserve uses its annual CCAR process, which incorporates hypothetical financial and economic stress scenarios, to review those capital plans and assess whether banking organizations have capital planning processes that account for idiosyncratic risks and provide for sufficient capital to continue operations throughout times of economic and financial stress. As part of its CCAR process, the Federal Reserve assesses each organization’s capital adequacy, capital planning process and plans to distribute capital, such as dividend payments or stock purchase programs. Management and Board risk committees review, challenge and approve CCAR results and assumptions before submission to
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the Federal Reserve.
Through the evaluation of State Street’sour capital adequacy and/or future performance under adverse conditions, the stress testing processes provide important insights for capital planning, risk management and strategic decision-making at State Street.for us.
Governance
In order to support integrated decision making, we have identified three management elements to aid in the compatibility and coordination of our CAP:
Risk Management - identification, measurement, monitoring and forecasting of different types of risk and their combined impact on capital adequacy;
Capital Managementmanagement - determination of optimal capital levels; and
Business Management - strategic planning, budgeting, forecasting and performance management.
We have a hierarchical structure supporting appropriate committee review of relevant risk and capital information. The ongoing responsibility for capital management rests with our Treasurer. The Capital PlanningManagement group within Global Treasury is responsible for the Capital Policy and guidelines,Guidelines, development of the Capital Plan, the managementoversight of global capital capital optimization,management and business unit capital management.optimization.
The MRAC provides oversight of our capital management, our capital adequacy, our internal targets and the expectations of the major independent credit rating agencies. In addition, MRAC approves our balance sheet strategy and related activities. The Board’s RC assists the Board in fulfilling its oversight responsibilities related to the assessment and management of risk and capital. Our Capital Policy is reviewed and approved annually by the Board's RC.
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Global Systemically Important Bank
We are one among a group of 30 institutions worldwide that have been identified by the FSBFinancial Stability Board and the BCBSBasel Committee on Banking Supervision as G-SIBs. Our designation as a G-SIB requires us to maintain an additional capital buffer above the Basel III final rule minimum CET1 capital ratio of 4.5%,is based on a number of factors, as evaluated by banking regulators.regulators, and requires us to maintain an additional capital surcharge above the minimum capital ratios set forth in the Basel III rule.
We and our depositorydepositary institution subsidiaries are subject to the current Basel III minimum risk-based capital and leverage ratio guidelines. The Basel III final rule incorporates several multi-year transition provisions for capital components and minimum ratio requirements for CET1 capital, tier 1 capital and total capital.
Additional information about G-SIBs is provided under “Regulatory"Regulatory Capital Adequacy and Liquidity Standards”Standards" in "Supervision and Regulation" under Item 1,in Business ofin this Form 10-K.
Regulatory Capital
We and State Street Bank, as advanced approaches banking organizations, are subject to the currentU.S. Basel III minimum risk-based capital and leverage ratio guidelines. The Basel III final rule incorporates several multi-year transition provisions for capital components and minimum ratio requirements for CET1 capital, tier 1 capital and total capital. The transition period started in January 2014 and will be completed by January 1, 2019, which is concurrent with the full implementationframework. Provisions of the Basel III rule became effective with full implementation on January 1, 2019. We are also subject to the final market risk capital rule in theissued by U.S. banking regulators effective as of January 2013.
Among other things, theThe Basel III final rule introduced a minimum CET1 risk-basedprovides for two frameworks for monitoring capital ratio of 4.5%adequacy: the “standardized” approach and raises the minimum tier 1 risk-based capital ratio from 4%“advanced” approaches, applicable to 6%. In addition, for advanced approaches banking organizations, such as State Street, the Basel III final rule imposes a minimum supplementary tier 1 leverage ratio of 3%, the numerator of which is tier 1 capitallike us. The standardized approach prescribes standardized calculations for credit RWA, including specified risk weights for certain on- and the denominator of which includes both on-balance sheet assets and certain off-balance sheet exposures.
The Basel III finaladvanced approaches consist of the Advanced Internal Ratings-Based Approach used for the calculation of RWA related to credit risk, and the Advanced Measurement Approach used for the calculation of RWA related to operational risk.
The market risk capital rule requires us to use internal models to calculate daily measures of VaR, which reflect general market risk for certain of our trading positions defined by the rule as “covered positions,” as well as stressed-VaR measures to supplement the VaR measures. The rule also introducedrequires a public disclosure composed of qualitative and quantitative information about the market risk associated with our trading activities and our related VaR and stressed-VaR measures. The qualitative and quantitative information required by the rule is provided under "Market Risk" included in this Management's Discussion and Analysis.
As required by the Dodd-Frank Act, we and State Street Bank, as advanced approaches banking
organizations, are subject to a permanent "capital floor," also referred to as the Collins Amendment, in the assessment of our regulatory capital adequacy, including the capital conservation buffer and a countercyclical capital buffer that add to the minimumbuffer. Our risk-based capital ratios.ratios for regulatory assessment purposes are the lower of each ratio calculated under the standardized approach and the advanced approaches.
The requirement for the capital conservation buffer became effective with full implementation on January 1, 2019. Specifically, the final rule limits a banking organization’s ability to make capital distributions and discretionary bonus payments to executive officers if it fails to maintain a CET1 capital conservation buffer of more than 2.5% of total risk-weighted assetsRWA and, if deployed during periods of excessive credit growth, a CET1 countercyclical capital buffer of up to 2.5% of total risk-weighted assets,RWA, above each of the minimum CET1, and tier 1, and total risk-based capital ratios. The countercyclical capital buffer is currently set at zero by U.S. banking regulators.
To maintain the status of ourthe Parent Company as a financial holding company, we and our insured depository institution subsidiaries are required, among other requirements, to be “well-capitalized” by maintaining capital ratios above the minimum requirements. Effective on January 1, 2015, the “well-capitalized” standard for our banking subsidiaries was revised to reflect the higher capital requirements in the Basel III final rule.
In addition to introducing new capital ratios and buffers, the Basel III final rule revises the eligibility criteria for regulatory capital instruments and provides for the phase-out of existing capital instruments that do not satisfy the new criteria. For example, existing trust preferred capital securities were phased out from tier 1 capital over a two-year period that ended on January 1, 2016, and subsequently, the
State Street Corporation | 104
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
qualification of these securities as tier 2 capital will be phased out over a multi-year transition period beginning on January 1, 2016 and ending on January 1, 2022. As of December 31, 2016, we retired the trusts related to our trust preferred securities and the underlying indentures do not qualify as tier 2 regulatory capital.
Under the Basel III final rule, certain new items are deducted from CET1 capital and certain regulatory capital deductions were modified as compared to the previously applicable capital regulations. Among other things, the final rule requires significant investments in the common stock of unconsolidated financial institutions,"well capitalized" as defined and certain deferred tax assets that exceed specified individual and aggregate thresholds to be deducted from CET1 capital. As an advanced approaches
banking organization, after-tax unrealized gains and losses on AFS investment securities flow through to and affect State Street’s and State Street Bank's CET1 capital, subject to a phase-in schedule.
We are required to useby the advanced approaches framework as provided in the Basel III final rule to determine our risk-based capital requirements. The Dodd-Frank Act applies a "capital floor" to advanced approaches banking organizations, such asState Street and State Street Bank. We are subject to the more stringent of the risk-based capital ratios calculated under the standardized approach and those calculated under the advanced approaches in the assessment of our capital adequacy under the PCA framework.
The following table sets forth the transition to full implementation and the minimum risk-based capital ratio requirements under the Basel III final rule.
|
| | | | | | | | | | | | | | | |
TABLE 40: BASEL III FINAL RULES TRANSITION ARRANGEMENTS AND MINIMUM RISK-BASED CAPITAL RATIOS(1) |
| | | | | | | | | | | |
| | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 |
| Capital conservation buffer (CET1) | | — | % | | 0.625 | % | | 1.250 | % | | 1.875 | % | | 2.500 | % |
G-SIB surcharge (CET1)(2) | | — |
| | 0.375 |
| | 0.750 |
| | 1.125 |
| | 1.500 |
|
| | | | | | | | | | | |
Minimum CET1(3) | | 4.500 |
| | 5.500 |
| | 6.500 |
| | 7.500 |
| | 8.500 |
|
Minimum tier 1 capital(3) | | 6.000 |
| | 7.000 |
| | 8.000 |
| | 9.000 |
| | 10.000 |
|
Minimum total capital(3) | | 8.000 |
| | 9.000 |
| | 10.000 |
| | 11.000 |
| | 12.000 |
|
(1) Minimum ratios shown above do not reflect the countercyclical buffer, currently set at zero by U.S. banking regulators.
(2) As part of the G-SIB Surcharge final rule, the Federal Reserve published estimated G-SIB surcharges for the eight U.S. G-SIBs based on relevant data from 2012-2014 and the estimated resulting G-SIB surcharge for State Street is 1.5%. Including the 1.5% surcharge, State Street's minimum risk-based capital ratio requirements, as of January 1, 2019 would be 8.5% for CET1, 10.0% for tier 1 capital and 12.0% for total capital.
(3) Minimum CET1 capital, minimum tier 1 capital and minimum total capital presented include the transitional capital conservation buffer as well as the estimated transitional G-SIB surcharge being phased-in beginning January 1, 2016 through January 1, 2019 based on an estimated 1.5% surcharge in all periods.Prompt Corrective Action Framework.
The specific calculation of State Street'sour and State Street Bank's risk-based capital ratios will changechanged as the provisions of the Basel III final rule related to the numerator (capital) and denominator (risk-weighted assets) are(RWA) were phased in, and as our risk-weighted assetsRWA calculated using the advanced approaches changechanged due to potential changes in methodology. These ongoing methodological changes will resultresulted in differences in our reported capital ratios from one reporting period to the next that are independent of applicable changes to our capital base, our asset composition, our off-balance sheet exposures or our risk profile.
The following table presents the regulatory capital structure and related regulatory capital ratios for State Streetus and State Street Bank as of the dates indicated. We are subject to the more stringent of the risk-based capital ratios calculated under the standardized approach and those calculated under the advanced approaches in the assessment of our capital adequacy under applicable bank regulatory standards.
As a result of changes in the methodologies used to calculate our regulatory capital ratios from period to period, as the provisions of the Basel III final rule arewere phased in, the ratios presented in the table for each period are not directly comparable. Refer to the footnotes following the table.
State Street Corporation | 105108
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
| | TABLE 41: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS | | | | State Street | | State Street Bank | | State Street Corporation | | State Street Bank |
| (In millions) | Basel III Advanced Approaches December 31, 2017(1) |
| Basel III Standardized Approach December 31, 2017(2) |
| Basel III Advanced Approaches December 31, 2016(1) |
| Basel III Standardized Approach December 31, 2016(2) |
| Basel III Advanced Approaches December 31, 2017(1) |
| Basel III Standardized Approach December 31, 2017(2) |
| Basel III Advanced Approaches December 31, 2016(1) |
| Basel III Standardized Approach December 31, 2016(2) | |
| (Dollars in millions) | | (Dollars in millions) | Basel III Advanced Approaches December 31, 2019(1) | | Basel III Standardized Approach December 31, 2019(1) | | Basel III Advanced Approaches December 31, 2018(1) | | Basel III Standardized Approach December 31, 2018(1) | | Basel III Advanced Approaches December 31, 2019(1) | | Basel III Standardized Approach December 31, 2019(1) | | Basel III Advanced Approaches December 31, 2018(1) |
| Basel III Standardized Approach December 31, 2018(1) |
| Common shareholders' equity: | Common shareholders' equity: | | | | | | | | | | | | | | | | Common shareholders' equity: | | | | | | | | | | | | | | | |
| Common stock and related surplus | Common stock and related surplus | $ | 10,302 |
| | $ | 10,302 |
| | $ | 10,286 |
| | $ | 10,286 |
| | $ | 11,612 |
| | $ | 11,612 |
| | $ | 11,376 |
| | $ | 11,376 |
| Common stock and related surplus | $ | 10,636 |
|
| $ | 10,636 |
| | $ | 10,565 |
| | $ | 10,565 |
| | $ | 12,893 |
| | $ | 12,893 |
| | $ | 12,894 |
| | $ | 12,894 |
|
| Retained earnings | Retained earnings | 18,856 |
| | 18,856 |
| | 17,459 |
| | 17,459 |
| | 12,312 |
| | 12,312 |
| | 12,285 |
| | 12,285 |
| Retained earnings | 21,918 |
|
| 21,918 |
| | 20,606 |
| | 20,606 |
| | 13,218 |
| | 13,218 |
| | 14,261 |
| | 14,261 |
|
| Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | (972 | ) | | (972 | ) | | (1,936 | ) | | (1,936 | ) | | (809 | ) | | (809 | ) | | (1,648 | ) | | (1,648 | ) | Accumulated other comprehensive income (loss) | (870 | ) |
| (870 | ) | | (1,332 | ) | | (1,332 | ) | | (654 | ) | | (654 | ) | | (1,112 | ) | | (1,112 | ) |
| Treasury stock, at cost | Treasury stock, at cost | (9,029 | ) | | (9,029 | ) | | (7,682 | ) | | (7,682 | ) | | — |
| | — |
| | — |
| | — |
| Treasury stock, at cost | (10,209 | ) |
| (10,209 | ) | | (8,715 | ) | | (8,715 | ) | | — |
| | — |
| | — |
| | — |
|
| Total | Total | 19,157 |
| | 19,157 |
| | 18,127 |
| | 18,127 |
| | 23,115 |
| | 23,115 |
| | 22,013 |
| | 22,013 |
| Total | 21,475 |
| | 21,475 |
| | 21,124 |
| | 21,124 |
| | 25,457 |
| | 25,457 |
| | 26,043 |
| | 26,043 |
|
| Regulatory capital adjustments: | Regulatory capital adjustments: | | | | | | | | | | | | | | | | Regulatory capital adjustments: | | | | | | | | | | | | | | | |
Goodwill and other intangible assets, net of associated deferred tax liabilities(3) | (6,877 | ) | | (6,877 | ) | | (6,348 | ) | | (6,348 | ) | | (6,579 | ) | | (6,579 | ) | | (6,060 | ) | | (6,060 | ) | |
| Other adjustments | (76 | ) | | (76 | ) | | (155 | ) | | (155 | ) | | (5 | ) | | (5 | ) | | (148 | ) | | (148 | ) | |
| CET1 capital | 12,204 |
| | 12,204 |
| | 11,624 |
| | 11,624 |
| | 16,531 |
| | 16,531 |
| | 15,805 |
| | 15,805 |
| |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | | Goodwill and other intangible assets, net of associated deferred tax liabilities | (9,112 | ) |
| (9,112 | ) | | (9,350 | ) | | (9,350 | ) | | (8,839 | ) | | (8,839 | ) | | (9,073 | ) | | (9,073 | ) |
Other adjustments(2) | | Other adjustments(2) | (150 | ) |
| (150 | ) | | (194 | ) | | (194 | ) | | (1 | ) | | (1 | ) | | (29 | ) | | (29 | ) |
| Common equity tier 1 capital | | Common equity tier 1 capital | 12,213 |
| | 12,213 |
| | 11,580 |
| | 11,580 |
| | 16,617 |
| | 16,617 |
| | 16,941 |
| | 16,941 |
|
| Preferred stock | Preferred stock | 3,196 |
| | 3,196 |
| | 3,196 |
| | 3,196 |
| | — |
| | — |
| | — |
| | — |
| Preferred stock | 2,962 |
|
| 2,962 |
| | 3,690 |
| | 3,690 |
| | — |
| | — |
| | — |
| | — |
|
| Trust preferred capital securities subject to phase-out from tier 1 capital | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| Other adjustments | (18 | ) | | (18 | ) | | (103 | ) | | (103 | ) | | — |
| | — |
| | — |
| | — |
| |
| Tier 1 capital | Tier 1 capital | 15,382 |
| | 15,382 |
| | 14,717 |
| | 14,717 |
| | 16,531 |
| | 16,531 |
| | 15,805 |
| | 15,805 |
| Tier 1 capital | 15,175 |
| | 15,175 |
| | 15,270 |
| | 15,270 |
| | 16,617 |
| | 16,617 |
| | 16,941 |
| | 16,941 |
|
| Qualifying subordinated long-term debt | Qualifying subordinated long-term debt | 980 |
| | 980 |
| | 1,172 |
| | 1,172 |
| | 983 |
| | 983 |
| | 1,179 |
| | 1,179 |
| Qualifying subordinated long-term debt | 1,095 |
|
| 1,095 |
| | 778 |
| | 778 |
| | 1,099 |
| | 1,099 |
| | 776 |
| | 776 |
|
| Trust preferred capital securities phased out of tier 1 capital | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| ALLL and other | 4 |
| | 72 |
| | 19 |
| | 77 |
| | — |
| | 72 |
| | 15 |
| | 77 |
| |
| Other adjustments | 1 |
| | 1 |
| | 1 |
| | 1 |
| | — |
| | — |
| | — |
| | — |
| |
| Allowance for loan losses | | Allowance for loan losses | 5 |
|
| 90 |
| | 14 |
| | 83 |
| | 3 |
| | 90 |
| | 11 |
| | 83 |
|
| Total capital | Total capital | $ | 16,367 |
| | $ | 16,435 |
| | $ | 15,909 |
| | $ | 15,967 |
| | $ | 17,514 |
| | $ | 17,586 |
| | $ | 16,999 |
| | $ | 17,061 |
| Total capital | $ | 16,275 |
| | $ | 16,360 |
| | $ | 16,062 |
| | $ | 16,131 |
| | $ | 17,719 |
| | $ | 17,806 |
| | $ | 17,728 |
| | $ | 17,800 |
|
| Risk-weighted assets: | Risk-weighted assets: | | | | | | | | | | | | | | | | Risk-weighted assets: | | | | | | | | | | | | | | | |
| Credit risk | $ | 49,976 |
| | $ | 101,349 |
| | $ | 50,900 |
| | $ | 98,125 |
| | $ | 47,448 |
| | $ | 98,433 |
| | $ | 47,383 |
| | $ | 94,413 |
| |
Credit risk(3) | | Credit risk(3) | $ | 54,763 |
| | $ | 102,367 |
| | $ | 47,738 |
| | $ | 97,303 |
| | $ | 51,610 |
| | $ | 98,979 |
| | $ | 45,565 |
| | $ | 94,776 |
|
Operational risk(4) | Operational risk(4) | 45,822 |
| | NA |
| | 44,579 |
| | NA |
| | 45,295 |
| | NA |
| | 44,043 |
| | NA |
| Operational risk(4) | 47,963 |
| | NA |
| | 46,060 |
| | NA |
| | 44,138 |
| | NA |
| | 44,494 |
| | NA |
|
Market risk(5) | 3,358 |
| | 1,334 |
| | 3,822 |
| | 1,751 |
| | 3,375 |
| | 1,334 |
| | 3,822 |
| | 1,751 |
| |
| Market risk | | Market risk | 1,638 |
| | 1,638 |
| | 1,517 |
| | 1,517 |
| | 1,638 |
| | 1,638 |
| | 1,517 |
| | 1,517 |
|
| Total risk-weighted assets | Total risk-weighted assets | $ | 99,156 |
| | $ | 102,683 |
| | $ | 99,301 |
| | $ | 99,876 |
| | $ | 96,118 |
| | $ | 99,767 |
| | $ | 95,248 |
| | $ | 96,164 |
| Total risk-weighted assets | $ | 104,364 |
| | $ | 104,005 |
| | $ | 95,315 |
| | $ | 98,820 |
| | $ | 97,386 |
| | $ | 100,617 |
| | $ | 91,576 |
| | $ | 96,293 |
|
| Adjusted quarterly average assets | Adjusted quarterly average assets | $ | 209,328 |
| | $ | 209,328 |
| | $ | 226,310 |
| | $ | 226,310 |
| | $ | 206,070 |
| | $ | 206,070 |
| | $ | 222,584 |
| | $ | 222,584 |
| Adjusted quarterly average assets | $ | 219,624 |
| | $ | 219,624 |
| | $ | 211,924 |
| | $ | 211,924 |
| | $ | 216,397 |
| | $ | 216,397 |
| | $ | 209,413 |
| | $ | 209,413 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Capital Ratios(1): | 2017 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(6) | 2016 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(7) | | | | | | | | | | | | | | | | |
| CET1 capital | 6.5 | % | 5.5 | % | 12.3 | % | | 11.9 | % | | 11.7 | % | | 11.6 | % | | 17.2 | % | | 16.6 | % | | 16.6 | % | | 16.4 | % | |
| Capital Ratios: | | Minimum Requirement 2019 (including G-SIB and CCB)(5) | Minimum Requirement 2018 (including G-SIB and CCB)(6) | | | | | | | | | | | | | | | |
| Common equity tier 1 capital | | 8.5 | % | 7.5 | % | 11.7 | % |
| 11.7 | % | | 12.1 | % | | 11.7 | % | | 17.1 | % | | 16.5 | % | | 18.5 | % | | 17.6 | % |
| Tier 1 capital | 8.0 |
| 7.0 |
| 15.5 |
| | 15.0 |
| | 14.8 |
| | 14.7 |
| | 17.2 |
| | 16.6 |
| | 16.6 |
| | 16.4 |
| 10.0 |
| 9.0 |
| 14.5 |
| | 14.6 |
| | 16.0 |
| | 15.5 |
| | 17.1 |
| | 16.5 |
| | 18.5 |
| | 17.6 |
|
| Total capital | 10.0 |
| 9.0 |
| 16.5 |
| | 16.0 |
| | 16.0 |
| | 16.0 |
| | 18.2 |
| | 17.6 |
| | 17.8 |
| | 17.7 |
| 12.0 |
| 11.0 |
| 15.6 |
| | 15.7 |
| | 16.9 |
| | 16.3 |
| | 18.2 |
| | 17.7 |
| | 19.4 |
| | 18.5 |
|
| Tier 1 leverage | 4.0 |
| 4.0 |
| 7.3 |
| | 7.3 |
| | 6.5 |
| | 6.5 |
| | 8.0 |
| | 8.0 |
| | 7.1 |
| | 7.1 |
| |
(1) Under the applicable bank regulatory rules, we are not required to and, accordingly, did not revise previously-filed reported capital metrics and ratios following the change in accounting for low Income housing tax credits (LIHTC).
(2) Other adjustments within CET1 capital tier 1 capitalprimarily include the overfunded portion of our defined benefit pension plan obligation net of associated deferred tax liabilities, disallowed deferred tax assets, and total capital ratios asother required credit risk based deductions.
(3) Includes a CVA which reflects the risk of December 31, 2017 and December 31, 2016 were calculatedpotential fair value adjustments for credit risk reflected in conformity with the advanced approaches provisionsour valuation of the Basel III final rule. Tier 1 leverage ratio as of December 31, 2017 and December 31, 2016 were calculatedover-the-counter (OTC) derivative contracts. We used a simple CVA approach in conformity with the Basel III final rule.advanced approaches.
(2) CET1 capital, tier 1 capital and total capital ratios as of December 31, 2017 and December 31, 2016 were calculated in conformity with the standardized approach provisions of the Basel III final rule. Tier 1 leverage ratio as of December 31, 2017 and December 31, 2016 were calculated in conformity with the Basel III final rule.
(3) Amounts for State Street and State Street Bank as of December 31, 2017 consisted of goodwill, net of associated deferred tax liabilities, and 80% of other intangible assets, net of associated deferred tax liabilities. Amounts for State Street and State Street Bank as of December 31, 2016 consisted of goodwill, net of deferred tax liabilities and 60% of other intangible assets, net of associated deferred tax liabilities. Intangible assets, net of associated deferred tax liabilities is phased in as a deduction from capital, in conformity with the Basel III final rule.
(4)Under the current advanced approaches rules and regulatory guidance concerning operational risk models, RWA attributable to operational risk can vary substantially from period-to-period, without direct correlation to the effects of a particular loss event on our results of operations and financial condition and impacting dates and periods that may differ from the dates and periods as of and during which the loss event is reflected in our financial statements, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our operational risk RWA under the advanced approaches depending on the severity of the loss event and its categorization among the seven Basel-defined UOMs.
(5) Market risk risk-weighted assets reported in conformity with the Basel III advanced approaches included a CVA which reflected the risk of potential fair value adjustments for credit risk reflected in our valuation of over-the-counter derivative contracts. The CVA was not provided for in the final market risk capital rule; however, it was required by the advanced approaches provisions of the Basel III final rule. We used a simple CVA approach in conformity with the Basel III advanced approaches.2019 Minimum Requirements including Capital Conservation Buffer and G-SIB Surcharge.
(6) 2018 Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2017. See Table 36: Basel III Final Rules Transition ArrangementsRequirements including Capital Conservation Buffer and Minimum Risk Based Capital Ratios.G-SIB Surcharge.
(7) Minimum requirements will be phased in up to full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2016. See Table 36: Basel III Final Rules Transition Arrangements and Minimum Risk Based Capital Ratios.
NA Not applicable
State Street Corporation | 106109
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
AsOur CET1 capital increased $0.63 billion as of JanuaryDecember 31, 2019 compared to December 31, 2018, primarily driven by net income and accumulated other comprehensive income in the year ended December 31, 2019, partially offset by common stock repurchases and capital distributions from common and preferred stock dividends.
Our tier 1 2015, we used the standardized provisionscapital decreased $0.10 billion as of the Basel III final rule in additionDecember 31, 2019 compared to December 31, 2018 under both the advanced approaches provisions which were previously implementedand standardized approach due to the redemption of all outstanding Series E preferred stock and changes in the second quarter of 2014, and the lower of our regulatoryCET1 capital. Total capital ratios calculatedincreased under the advanced approaches and those ratios calculated under the standardized approach are applied in the assessment of our capital adequacy for regulatory capital purposes. Beginning in the second quarter of 2014, until January 1, 2015, we used the advanced approaches provisions in the Basel III final rule, and transitional provisions of the Basel III final rule, and the lower of our regulatory capital ratios calculated under the advanced approaches and those ratios calculated under the transitional provisions were applied in the assessment of our capital adequacy for regulatory capital purposes.
Our CET1 capital increased $580 million as of December 31, 2017 compared to December 31, 2016 primarily due to net income of $2.18by $0.21 billion and an increase in accumulated other comprehensive income of $964 million. The increases in CET1 capital were partially offset by capital distributions of $2.23$0.23 billion, from common stock purchases and dividends, the impact from the 2017 phase-in of the deduction of intangibles (80% in 2017 compared to 60% in 2016), and the impact from the TCJA in 2017. The TCJA resulted in one-time estimated net impact to capital attributable to a change in deferred tax liability on capital deductions of $356 million which consisted of the $270 million impact to net income and an additional $86 million related to a net change in deductible deferred taxes. Actual effects of the TCJA may differ from these estimates, among other things, due to additional tax and regulatory guidance and change in State Street assumptions and interpretations.
In the same comparative period, our tier 1 capital increased $665 million, due to the increase in CET1 capital. Total capital increased $458 million under advanced approaches and increased $468 million under standardized approachrespectively, due to the changes toin our tier 1 capital. State Street Bank'sand tier 1 capital increased $726 million, and total capital increased $515 million and $525 million under the advanced and standardized approaches, respectively, as of December 31, 2017, compared to December 31, 2016. The increase is a result of higher CET1.2 capital.
The table below presents a roll-forward of CET1 capital, tier 1 capital and total capital for the years ended December 31, 20172019 and 2016.2018.
|
| | | | | | | | | | | | |
| TABLE 42: CAPITAL ROLL-FORWARD |
| | State Street |
| (In millions) | Basel III Advanced Approaches December 31, 2017 | Basel III Standardized Approach December 31, 2017 | Basel III Advanced Approaches December 31, 2016 | Basel III Standardized Approach December 31, 2016 |
| CET1 capital: | | | |
| CET1 capital balance, beginning of period | $ | 11,624 |
| $ | 11,624 |
| $ | 12,433 |
| $ | 12,433 |
|
| Net income | 2,177 |
| 2,177 |
| 2,143 |
| 2,143 |
|
| Changes in treasury stock, at cost | (1,347 | ) | (1,347 | ) | (1,225 | ) | (1,225 | ) |
| Dividends declared | (778 | ) | (778 | ) | (732 | ) | (732 | ) |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | (529 | ) | (529 | ) | (421 | ) | (421 | ) |
| Effect of certain items in accumulated other comprehensive income (loss) | 964 |
| 964 |
| (514 | ) | (514 | ) |
| Other adjustments | 93 |
| 93 |
| (60 | ) | (60 | ) |
| Changes in CET1 capital | 580 |
| 580 |
| (809 | ) | (809 | ) |
| CET1 capital balance, end of period | 12,204 |
| 12,204 |
| 11,624 |
| 11,624 |
|
| Additional tier 1 capital: | | | |
| Tier 1 capital balance, beginning of period | 14,717 |
| 14,717 |
| 15,264 |
| 15,264 |
|
| Change in CET1 capital | 580 |
| 580 |
| (809 | ) | (809 | ) |
| Net issuance of preferred stock | — |
| — |
| 493 |
| 493 |
|
| Trust preferred capital securities phased out of tier 1 capital | — |
| — |
| (237 | ) | (237 | ) |
| Other adjustments | 85 |
| 85 |
| 6 |
| 6 |
|
| Changes in tier 1 capital | 665 |
| 665 |
| (547 | ) | (547 | ) |
| Tier 1 capital balance, end of period | 15,382 |
| 15,382 |
| 14,717 |
| 14,717 |
|
| Tier 2 capital: | | | | |
| Tier 2 capital balance, beginning of period | 1,192 |
| 1,250 |
| 2,085 |
| 2,139 |
|
Net issuance and changes in long-term debt qualifying as tier 2 | (192 | ) | (192 | ) | (186 | ) | (186 | ) |
| Trust preferred capital securities phased into tier 2 capital | — |
| — |
| (713 | ) | (713 | ) |
| Changes in ALLL and other | (15 | ) | (5 | ) | 7 |
| 11 |
|
| Change in other adjustments | — |
| — |
| (1 | ) | (1 | ) |
| Changes in tier 2 capital | (207 | ) | (197 | ) | (893 | ) | (889 | ) |
| Tier 2 capital balance, end of period | 985 |
| 1,053 |
| 1,192 |
| 1,250 |
|
| Total capital: | | | | |
| Total capital balance, beginning of period | 15,909 |
| 15,967 |
| 17,349 |
| 17,403 |
|
| Changes in tier 1 capital | 665 |
| 665 |
| (547 | ) | (547 | ) |
| Changes in tier 2 capital | (207 | ) | (197 | ) | (893 | ) | (889 | ) |
| Total capital balance, end of period | $ | 16,367 |
| $ | 16,435 |
| $ | 15,909 |
| $ | 15,967 |
|
|
| | | | | | | | | | | | | | | |
| TABLE 42: CAPITAL ROLL-FORWARD |
| (In millions) | Basel III Advanced Approaches December 31, 2019 | | Basel III Standardized Approach December, 31, 2019 | | Basel III Advanced Approaches December 31, 2018(1) | | Basel III Standardized Approach December 31, 2018(1) |
| Common equity tier 1 capital: | | | | | | | |
| Common equity tier 1 capital balance, beginning of period | $ | 11,580 |
| | $ | 11,580 |
| | $ | 12,204 |
| | $ | 12,204 |
|
| Net income | 2,242 |
| | 2,242 |
| | 2,599 |
| | 2,599 |
|
| Changes in treasury stock, at cost | (1,494 | ) | | (1,494 | ) | | 314 |
| | 314 |
|
| Dividends declared | (939 | ) | | (939 | ) | | (853 | ) | | (853 | ) |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | 238 |
| | 238 |
| | (2,473 | ) | | (2,473 | ) |
| Effect of certain items in accumulated other comprehensive income (loss) | 462 |
| | 462 |
| | (360 | ) | | (360 | ) |
| Other adjustments | 124 |
| | 124 |
| | 149 |
| | 149 |
|
| Changes in common equity tier 1 capital | 633 |
| | 633 |
| | (624 | ) | | (624 | ) |
| Common equity tier 1 capital balance, end of period | 12,213 |
| | 12,213 |
| | 11,580 |
| | 11,580 |
|
| Additional tier 1 capital: | | | | | | | |
| Tier 1 capital balance, beginning of period | 15,270 |
| | 15,270 |
| | 15,382 |
| | 15,382 |
|
| Change in common equity tier 1 capital | 633 |
| | 633 |
| | (624 | ) | | (624 | ) |
| Net issuance of preferred stock | (728 | ) | | (728 | ) | | 494 |
| | 494 |
|
| Other adjustments | — |
| | — |
| | 18 |
| | 18 |
|
| Changes in tier 1 capital | (95 | ) | | (95 | ) | | (112 | ) | | (112 | ) |
| Tier 1 capital balance, end of period | 15,175 |
| | 15,175 |
| | 15,270 |
| | 15,270 |
|
| Tier 2 capital: | | | | | | | |
| Tier 2 capital balance, beginning of period | 792 |
| | 861 |
| | 985 |
| | 1,053 |
|
| Net issuance and changes in long-term debt qualifying as tier 2 | 317 |
| | 317 |
| | (202 | ) | | (202 | ) |
| Changes in Allowance for loan losses and other | (9 | ) | | 7 |
| | 10 |
| | 11 |
|
| Change in other adjustments | — |
| | — |
| | (1 | ) | | (1 | ) |
| Changes in tier 2 capital | 308 |
| | 324 |
| | (193 | ) | | (192 | ) |
| Tier 2 capital balance, end of period | 1,100 |
| | 1,185 |
| | 792 |
| | 861 |
|
| Total capital: | | | | | | | |
| Total capital balance, beginning of period | 16,062 |
| | 16,131 |
| | 16,367 |
| | 16,435 |
|
| Changes in tier 1 capital | (95 | ) | | (95 | ) | | (112 | ) | | (112 | ) |
| Changes in tier 2 capital | 308 |
| | 324 |
| | (193 | ) | | (192 | ) |
| Total capital balance, end of period | $ | 16,275 |
| | $ | 16,360 |
| | $ | 16,062 |
| | $ | 16,131 |
|
State Street Corporation | 107110
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following table presents a roll-forward of the Basel III advanced approaches risk-weighted assetsand standardized approach RWA for the years ended December 31, 20172019 and 2016.2018.
|
| | | | | | | | |
| TABLE 43: ADVANCED APPROACHES RWA ROLL-FORWARD |
| | | State Street |
| (In millions) | | December 31, 2017 | | December 31, 2016 |
| Total risk-weighted assets, beginning of period | | $ | 99,301 |
| | $ | 99,552 |
|
| Changes in credit risk-weighted assets: | | | | |
| Net increase (decrease) in investment securities-wholesale | | 2,914 |
| | (1,027 | ) |
| Net increase (decrease) in loans and leases | | 30 |
| | 575 |
|
| Net increase (decrease) in securitization exposures | | (683 | ) | | (3,246 | ) |
| Net increase (decrease) in repo-style transaction exposures | | 440 |
| | 606 |
|
| Net increase (decrease) in OTC derivatives exposures | | (1,082 | ) | | 1,812 |
|
Net increase (decrease) in all other(1) | | (2,543 | ) | | 447 |
|
| Net increase (decrease) in credit risk-weighted assets | | (924 | ) | | (833 | ) |
| Net increase (decrease) in credit valuation adjustment | | (47 | ) | | 512 |
|
| Net increase (decrease) in market risk-weighted assets | | (417 | ) | | (627 | ) |
| Net increase (decrease) in operational risk-weighted assets | | 1,243 |
| | 697 |
|
| Total risk-weighted assets, end of period | | $ | 99,156 |
| | $ | 99,301 |
|
|
| | | | | | | | | | | | | | | |
| TABLE 43: ADVANCED & STANDARDIZED APPROACHES RISK-WEIGHTED ASSETS ROLL-FORWARD |
| (In millions) | Basel III
Advanced Approaches December 31, 2019 | | Basel III
Advanced Approaches December 31, 2018 | | Basel III Standardized Approach December 31, 2019 | | Basel III Standardized Approach December 31, 2018 |
Total risk-weighted assets, beginning of period(1) | $ | 95,315 |
| | $ | 99,156 |
| | $ | 98,820 |
| | $ | 102,683 |
|
| Changes in credit risk-weighted assets: | | | | | | | |
| Net increase (decrease) in investment securities-wholesale | 3,470 |
| | (940 | ) | | 3,882 |
| | (2,887 | ) |
| Net increase (decrease) in loans | 2,586 |
| | (12 | ) | | 809 |
| | 3,104 |
|
| Net increase (decrease) in securitization exposures | (140 | ) | | (3,666 | ) | | (140 | ) | | (3,666 | ) |
| Net increase (decrease) in repo-style transaction exposures | (45 | ) | | (19 | ) | | 365 |
| | (3,156 | ) |
| Net increase (decrease) in over-the-counter derivatives exposures | 26 |
| | (1,170 | ) | | (1,124 | ) | | (46 | ) |
Net increase (decrease) in all other(2)(3) | 1,128 |
| | 1,545 |
| | 1,272 |
| | 2,605 |
|
| Net increase (decrease) in credit risk-weighted assets | 7,025 |
| | (4,262 | ) | | 5,064 |
| | (4,046 | ) |
| Net increase (decrease) in market risk-weighted assets | 121 |
| | 183 |
| | 121 |
| | 183 |
|
| Net increase (decrease) in operational risk-weighted assets | 1,903 |
| | 238 |
| | N/A |
| | N/A |
|
| Total risk-weighted assets, end of period | $ | 104,364 |
| | $ | 95,315 |
| | $ | 104,005 |
| | $ | 98,820 |
|
(1) Standardized approach RWA as of the periods noted above were calculated using our estimates, based on our then current interpretation of the Basel III rule.
(2) Includes assets not in a definable category, cleared transactions, non-material portfolio, other wholesale, cash and due from, and interest-bearing deposits with banks, equity exposures and 6% credit risk supervisory charge.
As of December 31, 2017, total advanced approaches risk-weighted assets decreased $145 million compared to December 31, 2016, mainly due to a decrease in credit risk and market risk, partially offset by an increase in operational risk. The decrease in credit risk was mainly due to lower volatility in our FX derivative portfolio leading to a lower positive marked-to-market, a decrease in cash and redemptions of equity investments, offset by an increase in the investment portfolio driven by purchases of foreign sovereign bonds. Market risk reduction of $417 million resulted from a lower stressed VaR. The decrease in credit valuation adjustment was also driven by the lower marked-to-market in our FX derivative portfolios. Operational risk increased approximately $1.24 billion due to a recalibration of the Operational Risk Advanced Measurement Approach Capital model.
As of December 31, 2016, total advanced approaches risk-weighted assets decreased $251 million compared to December 31, 2015, mainly due to a decrease in credit risk and market risk, partially offset by an increase in operational risk and credit valuation adjustment. The decrease in credit risk was mainly due to a decrease in securitization exposures
as a result of sell-offs and maturities as well as calls of agency debt securities within our wholesale investment portfolio, partially offset by an increase in derivatives exposure from marked-to-market FX contracts stemming from a stronger dollar and an increase in securities finance agency lending. The market risk decrease was a result of reduced end of day positions in FX and interest rate risk. Operational risk increased approximately $700 million mainly due to an increase in loss event frequency. The increase in credit valuation adjustment was driven by an increase in the market valuation FX contracts.
The following table presents a roll-forward of the Basel III standardized approach risk-weighted assets for the years ended December 31, 2017 and 2016.
|
| | | | | | | | |
| TABLE 44: STANDARDIZED APPROACH RWA ROLL-FORWARD |
| | State Street |
| (In millions) | | December 31,
2017 | | December 31, 2016 |
Total estimated risk-weighted assets, beginning of period(1) | | $ | 99,876 |
| | $ | 95,893 |
|
| Changes in credit risk-weighted assets: | | | | |
| Net increase (decrease) in investment securities-wholesale | | 1,729 |
| | (1,471 | ) |
| Net increase (decrease) in loans and leases | | 2,589 |
| | 998 |
|
| Net increase (decrease) in securitization exposures | | (690 | ) | | (3,144 | ) |
| Net increase (decrease) in repo-style transaction exposures | | 2,058 |
| | 4,994 |
|
| Net increase (decrease) in OTC derivatives exposures | | (1,709 | ) | | 3,462 |
|
Net increase (decrease) in all other(2) | | (753 | ) | | (229 | ) |
| Net increase (decrease) in credit risk-weighted assets | | 3,224 |
| | 4,610 |
|
| Net increase (decrease) in market risk-weighted assets | | (417 | ) | | (627 | ) |
| Total risk-weighted assets, end of period | | $ | 102,683 |
| | $ | 99,876 |
|
(1)(3) Standardized approach risk-weighted assets as of the periods noted above were calculated using State Street’s estimates, based on our then current interpretation of the Basel III final rule.
(2) Includes assets not in a definable category, cleared transactions, other wholesale, cash and due from, and interest-bearing deposits with banks and equity exposures.
As of December 31, 2017,2019, total standardized approach risk-weighted assetsadvanced approaches RWA increased $2.81$9.05 billion compared to December 31, 2016,2018, primarily the result ofdue to increases in both credit RWA and operational risk RWA. The increase in credit RWA was primarily driven by an increase in investment securities RWA, primarily due to higher exposures to agency MBS and corporates. Additionally, loans RWA increased primarily due to higher lending activity.
As of December 31, 2019, total standardized approach RWA increased $5.19 billion compared to December 31, 2018, primarily due to higher credit risk partially offset by a decrease in market risk resulting from a lower stressed VaR.RWA. The main drivers of the credit riskRWA change were an increase inincreased investment securities RWA, other RWA and loans securities finance portfolio due to a mix shift to equities, corporate bonds and sovereigns, and an increase in the investment portfolio due to purchases, offset by a decrease in FX contracts due to a shift to counterparties with a lower weighted-average risk-weight.
State Street Corporation | 108
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As of December 31, 2016, total standardized approach risk-weighted assets increased $3.98 billion compared to December 31, 2015, primarily the result of an increase in securities finance agency lending, an increase in market values of FX contracts,RWA, partially offset by a decreasereduction in securitization exposures, wholesale investments and market risk. The decrease in securitization was due to sell-offs and maturities while the decrease in wholesale investments was due to calls of agency debt securities. Market risk reduction resulted from a lower stressed VaR.derivative exposure RWA.
The regulatory capital ratios as of December 31, 2017,2019, presented in Table 41: Regulatory Capital Structure and Related Regulatory Capital Ratios, are calculated under the standardized approach and advanced approaches in conformity with the Basel III final rule. The advanced approaches-basedapproaches based ratios (actual and estimated pro forma) reflect calculations and determinations with respect to our capital and related matters as of December 31, 2017,2019, based on State Streetour and external data, quantitative formulae, statistical models, historical correlations and assumptions, collectively referred to as “advanced systems,” in effect and used by State Streetus for those purposes as of the time we first reported such ratios in a quarterly report on the Form 10-Q or an annual report on Form 10-K. Significant components of these advanced systems involve the exercise of judgment by us and our regulators, and our advanced systems may not, individually or collectively, precisely represent or calculate the scenarios, circumstances, outputs or other results for which they are designed or intended.
Our advanced systems are subject to update and periodic revalidation in response to changes in our business activities and our historical experiences, forces and events experienced by the market broadly or by individual financial institutions, changes in regulations and regulatory interpretations and other factors, and are also subject to continuing regulatory review and approval. For example, a significant operational loss experienced by another financial institution, even if we do not experience a related loss, could result in a material change in the output of our advanced systems and a corresponding material change in our risk exposures, our total risk-weighted assetsRWA and our capital ratios compared to prior periods. An operational loss that we experience could also result in a material change in our capital requirements for operational risk under the advanced approaches, depending on the severity of the loss event, its characterization among the seven Basel-defined UOMs,UOM, and the stability of the distributional approach for a particular UOM, and without direct correlation to the effects of the loss event, or the timing of such effects, on our results of operations.
Due to the influence of changes in these advanced systems, whether resulting from changes in data inputs, regulation or regulatory supervision or interpretation, State Street-specificspecific to us or market activities or experiences or other updates or factors, we expect that our advanced systems and our capital ratios calculated in conformity with the Basel III final rule will change and may be volatile over time, and that those latter changes or volatility could be material as calculated and measured from period to period. Models implemented under the Basel III final rule, particularly those implementing the advanced approaches, remain subject to regulatory review and approval. The full effects of the Basel III final rule on State Streetus and State Street Bank are therefore subject to further evaluation and also to further regulatory guidance, action or rule-making.
State Street Corporation | 109111
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Estimated Basel III Fully Phased-in CapitalTier 1 and Supplementary Leverage Ratios
Table 45: Regulatory Capital Structure and Related Regulatory Capital Ratios - State Street, and Table 46: Regulatory Capital Structure and Related Regulatory Capital Ratios -The SLR rule requires that, as of January 1, 2018, (i) State Street Bank present ourmaintains an SLR of at least 6.0% to be well capitalized under the U.S. banking regulators’ Prompt Corrective Action Framework and (ii) we maintain an SLR of at least 5.0% to avoid limitations on capital distributions and discretionary bonus payments. In addition to the SLR, we are subject to a well capitalized tier 1 leverage ratio requirement of 5.0%.
|
| | | | | | | |
| TABLE 44: TIER 1 AND SUPPLEMENTARY LEVERAGE RATIOS |
| (Dollars in millions) | December 31, 2019 | | December 31, 2018 |
| State Street: | | | |
| Tier 1 capital | $ | 15,175 |
| | $ | 15,270 |
|
| Average assets | 228,886 |
| | 221,350 |
|
| Less: adjustments for deductions from tier 1 capital | (9,262 | ) | | (9,426 | ) |
| Adjusted average assets | 219,624 |
| | 211,924 |
|
| Off-balance sheet exposures | 28,238 |
| | 29,279 |
|
| Total assets for SLR | $ | 247,862 |
| | $ | 241,203 |
|
Tier 1 leverage ratio(1) | 6.9 | % | | 7.2 | % |
| Supplementary leverage ratio | 6.1 |
| | 6.3 |
|
| | | | |
| State Street Bank: | | | |
| Tier 1 capital | $ | 16,617 |
| | $ | 16,941 |
|
| Average assets | 225,234 |
| | 218,402 |
|
| Less: adjustments for deductions from tier 1 capital | (8,837 | ) | | (8,989 | ) |
| Adjusted average assets | 216,397 |
| | 209,413 |
|
| Off-balance sheet exposures | 28,266 |
| | 29,368 |
|
| Total assets for SLR | $ | 244,663 |
| | $ | 238,781 |
|
Tier 1 leverage ratio (1) | 7.7 | % | | 8.1 | % |
| Supplementary leverage ratio | 6.8 |
| | 7.1 |
|
(1) Tier 1 leverage ratios for State Street and State Street Bank as of December 31, 2017,were calculated in conformity with the advanced approaches provisionsBasel III rule.
Total Loss-Absorbing Capacity (TLAC)
We requested and standardized approachreceived from the Federal Reserve, a one-year extension from January 1, 2019 to January 1, 2020, for compliance with the LTD SLR requirements of the Basel IIITLAC final rule. In granting the extension request, the Federal Reserve noted that the Economic Growth, Regulatory Relief and Consumer Protection Act (EGRRCPA) was signed into law in May 2018. Under this legislation, the Federal Reserve and the other U.S. federal banking agencies must promulgate rules to exclude certain central bank placements from the calculation of SLR for custodial banks such as us. The Federal Reserve and the other U.S. federal banking agencies adopted that final rule in November 2019; the rule becomes effective on a pro forma basisApril 1, 2020. Accordingly, we requested and received an
additional three-month extension from January 1, 2020 to April 1, 2020, for compliance with the LTD SLR requirements of the rule. This regulatory change is expected to reduce the LTD we are required to hold as calculated under the fully phased-in provisionscurrent requirements, and we estimate that, had those reduced LTD requirements been in effect, we would have been in compliance with the LTD SLR at December 31, 2019.
The following table presents external LTD and external TLAC as of the Basel III final rule.December 31, 2019. On January 24, 2020 we issued $750 million aggregate principal amount of 2.400% Senior Notes due in 2030.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 45: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET |
December 31, 2017
(In millions) | | | | | Basel III Advanced Approaches | | Phase-In Provisions | | Basel III Advanced Approaches Fully Phased-In Pro-Forma Estimate | | Basel III Standardized Approach | | Phase-In Provisions | | Basel III Standardized Approach Fully Phased-In Pro-Forma Estimate |
| Total common shareholders' equity | | $ | 19,157 |
| | $ | (23 | ) | | $ | 19,134 |
| | $ | 19,157 |
| | $ | (23 | ) | | $ | 19,134 |
|
| Regulatory capital adjustments: | | | | | | | | | | | | |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | | (6,877 | ) | | (279 | ) | | (7,156 | ) | | (6,877 | ) | | (279 | ) | | (7,156 | ) |
| Other adjustments | | (76 | ) | | (18 | ) | | (94 | ) | | (76 | ) | | (18 | ) | | (94 | ) |
| CET1 capital | | 12,204 |
| | (320 | ) | | 11,884 |
| | 12,204 |
| | (320 | ) | | 11,884 |
|
| Additional tier 1 capital: | | | | | | | | | | | | |
| Preferred stock | | | | | 3,196 |
| | — |
| | 3,196 |
| | 3,196 |
| | — |
| | 3,196 |
|
| Trust preferred capital securities | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Other adjustments | | | | | (18 | ) | | 18 |
| | — |
| | (18 | ) | | 18 |
| | — |
|
| Additional tier 1 capital | | | | | 3,178 |
| | 18 |
| | 3,196 |
| | 3,178 |
| | 18 |
| | 3,196 |
|
| Tier 1 capital | | | | | 15,382 |
| | (302 | ) | | 15,080 |
| | 15,382 |
| | (302 | ) | | 15,080 |
|
| Tier 2 capital: | | | | | | | | | | | | | | | |
| Qualifying subordinated long-term debt | | 980 |
| | 1 |
| | 981 |
| | 980 |
| | 1 |
| | 981 |
|
| Trust preferred capital securities | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| ALLL and other | | | | | 4 |
| | — |
| | 4 |
| | 72 |
| | — |
| | 72 |
|
| Other | | | | | 1 |
| | (1 | ) | | — |
| | 1 |
| | (1 | ) | | — |
|
| Tier 2 capital | | | | | 985 |
| | — |
| | 985 |
| | 1,053 |
| | — |
| | 1,053 |
|
| Total capital | | | | | $ | 16,367 |
| | $ | (302 | ) | | $ | 16,065 |
| | $ | 16,435 |
| | $ | (302 | ) | | $ | 16,133 |
|
| Risk weighted assets | | | | | $ | 99,156 |
| | $ | (42 | ) | | $ | 99,114 |
| | $ | 102,683 |
| | $ | (40 | ) | | $ | 102,643 |
|
| Adjusted average assets | | | | | 209,328 |
| | (220 | ) | | 209,108 |
| | 209,328 |
| | (220 | ) | | 209,108 |
|
| Total assets for SLR | | | | | 236,986 |
| | (278 | ) | | 236,708 |
| | 236,986 |
| | (278 | ) | | 236,708 |
|
| | | | | | | | | | | | | | | | |
Capital ratios(1): | Minimum Requirement | Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2017 | Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2019 | | | | | | | | | | | | |
CET1 capital(2) | 4.5 | % | 6.5 | % | 8.5 | % | | 12.3 | % | | | | 12.0 | % | | 11.9 | % | |
| | 11.6 | % |
| Tier 1 capital | 6.0 |
| 8.0 |
| 10.0 |
| | 15.5 |
| | | | 15.2 |
| | 15.0 |
| |
| | 14.7 |
|
| Total capital | 8.0 |
| 10.0 |
| 12.0 |
| | 16.5 |
| | | | 16.2 |
| | 16.0 |
| |
| | 15.7 |
|
| Tier 1 leverage | 4.0 |
| NA |
| NA |
| | 7.3 |
| | | | 7.2 |
| | 7.3 |
| |
| | 7.2 |
|
| SLR | 5.0 |
| NA |
| NA |
| | 6.5 |
| | | | 6.4 |
| | 6.5 |
| |
| | 6.4 |
|
|
| | | | | | | | | | | | | | |
| TABLE 45: TOTAL LOSS-ABSORBING CAPACITY |
| As of December 31, 2019 |
| (Dollars in millions) | Actual | | Requirement(1) |
| Total loss-absorbing capacity (eligible Tier 1 regulatory capacity and long term debt): | | | | | | | |
| Risk-weighted assets | $ | 25,857 |
| | 24.8 | % | | $ | 22,438 |
| | 21.5 | % |
| Supplemental leverage ratio | 25,857 |
| | 10.4 |
| | 23,547 |
| | 9.5 |
|
| Long term debt: |
|
| |
|
| |
|
| |
|
|
| Risk-weighted assets | 9,936 |
| | 9.5 |
| | 7,827 |
| | 7.5 |
|
| Supplemental leverage ratio | 9,936 |
| | 4.0 |
| | 11,154 |
| | 4.5 |
|
(1) CET1 ratio We requested and received from the Federal Reserve, an extension from January 1, 2019 to April 1, 2020, for compliance with the LTD SLR requirements of the rule.
Additional information about TLAC is calculated by dividing CET1 (numerator) by risk-weighted assets (denominator); tier 1provided under "Total Loss-Absorbing Capacity" in "Supervision and Regulation" in Business in this Form 10-K.
Regulatory Developments
In April 2018, the Federal Reserve Board (FRB) issued a proposed rule which would replace the current 2.0% SLR buffer for G-SIBs, with a buffer equal to 50% of their G-SIB surcharge. This proposal would also make conforming modifications to our TLAC and eligible LTD requirements applicable to G-SIBs.
In addition, the FRB has issued a separate proposed rule replacing the current 2.5% capital ratio is calculated by dividing tier 1 capital (numerator) by risk-weighted assets (denominator); total capital ratio is calculated by dividing total capital (numerator) by risk-weighted assets (denominator);conservation buffer with a firm specific buffer (referred to as the Stress Capital Buffer (SCB)), updated annually and tailored to reflect the results of the most recent Federal Reserve’s CCAR supervisory severely adverse scenario stress test. The proposal also introduces a Stress Leverage Buffer (SLB) applicable to the tier 1 leverage ratio is calculated by dividing tier 1 capital (numerator) by adjusted average assets (denominator);ratio. Changes to the final rules, if and SLR is calculated by dividing tier 1 capital (numerator) by total assets for SLR (denominator).
(2) CET1 ratios were calculated in conformity withwhen proposed, may be material and the provisionsapplication of the Basel III final rule; refer to Table 41: Regulatory Capital Structure and Related Regulatory Capital Ratios.proposed rule involves estimates which cannot reasonably be made at the present time. Consequently, we have not estimated the impact of the proposed rule.
NA Not applicable
State Street Corporation | 110112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In November 2019, the Federal Reserve and the other U.S. federal banking agencies adopted a final rule that establishes a deduction for central bank deposits from a custodial banking organization’s total leverage exposure equal to the lesser of (i) the total amount of funds the custodial banking organization and its consolidated subsidiaries have on deposit at qualifying central banks and (ii) the total amount of client funds on deposit at the custodial banking organization that are linked to fiduciary or custodial and safekeeping accounts. The rule becomes effective on April 1, 2020. In the quarter ended December 31, 2019, we estimated $48.87 billion of average balances held on deposit at central banks will be excluded from the SLR denominator under our interpretation of the rule, which would impact the SLR by approximately 150 bps. The TLAC and LTD that State Street is required to hold as calculated under the current requirements will also be reduced as a consequence of the rule. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 46: REGULATORY CAPITAL STRUCTURE AND RELATED REGULATORY CAPITAL RATIOS - STATE STREET BANK |
December 31, 2017
(In millions) | | | | | Basel III Advanced Approaches | | Phase-In Provisions | | Basel III Advanced Approaches Fully Phased-In Pro-Forma Estimate | | Basel III Standardized Approach | | Phase-In Provisions | | Basel III Standardized Approach Fully Phased-In Pro-Forma Estimate |
| Total common shareholders' equity | | $ | 23,115 |
| | $ | (21 | ) | | $ | 23,094 |
| | $ | 23,115 |
| | $ | (21 | ) | | $ | 23,094 |
|
| Regulatory capital adjustments: | | | | | | | | | | | | |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | | (6,579 | ) | | (270 | ) | | (6,849 | ) | | (6,579 | ) | | (270 | ) | | (6,849 | ) |
| Other adjustments | | (5 | ) | | — |
| | (5 | ) | | (5 | ) | | — |
| | (5 | ) |
| CET1 capital | | 16,531 |
| | (291 | ) | | 16,240 |
| | 16,531 |
| | (291 | ) | | 16,240 |
|
| Additional tier 1 capital: | | | | | | | | | | | | |
| Preferred stock | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Other adjustments | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Additional tier 1 capital | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Tier 1 capital | | 16,531 |
| | (291 | ) | | 16,240 |
| | 16,531 |
| | (291 | ) | | 16,240 |
|
| Tier 2 capital: | | | | | | | | | | | | |
| Qualifying subordinated long-term debt | | 983 |
| | — |
| | 983 |
| | 983 |
| | — |
| | 983 |
|
| ALLL and other | | — |
| | — |
| | — |
| | 72 |
| | — |
| | 72 |
|
| Tier 2 capital | | 983 |
| | — |
| | 983 |
| | 1,055 |
| | — |
| | 1,055 |
|
| Total capital | | $ | 17,514 |
| | $ | (291 | ) | | $ | 17,223 |
| | $ | 17,586 |
| | $ | (291 | ) | | $ | 17,295 |
|
| Risk weighted assets | | $ | 96,118 |
| | $ | (88 | ) | | $ | 96,030 |
| | $ | 99,767 |
| | $ | (83 | ) | | $ | 99,684 |
|
| Adjusted average assets | | 206,070 |
| | (214 | ) | | 205,856 |
| | 206,070 |
| | (214 | ) | | 205,856 |
|
| Total assets for SLR | | 233,790 |
| | (271 | ) | | 233,519 |
| | 233,790 |
| | (271 | ) | | 233,519 |
|
| | | | | | | | | | | | | | | | |
Capital ratios(1): | Minimum Requirement | Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2017 | Minimum Requirement Including Capital Conservation Buffer and G-SIB Surcharge 2019 | | | | | | | | | | | | |
CET 1 capital(2) | 4.5 | % | 6.5 | % | 8.5 | % | | 17.2 | % | |
| | 16.9 | % | | 16.6 | % | |
| | 16.3 | % |
| Tier 1 capital | 6.0 |
| 8.0 |
| 10.0 |
| | 17.2 |
| |
| | 16.9 |
| | 16.6 |
| |
| | 16.3 |
|
| Total capital | 8.0 |
| 10.0 |
| 12.0 |
| | 18.2 |
| |
| | 17.9 |
| | 17.6 |
| |
| | 17.3 |
|
| Tier 1 leverage | 4.0 |
| NA |
| NA |
| | 8.0 |
| |
| | 7.9 |
| | 8.0 |
| |
| | 7.9 |
|
| SLR | 6.0 |
| NA |
| NA |
| | 7.1 |
| |
| | 7.0 |
| | 7.1 |
| |
| | 7.0 |
|
(1) CET1 capital ratioAlso in November 2019, the Federal Reserve and other US federal banking agencies issued a final rule for the Standardized Approach to Counterparty Credit Risk. This change would replace the current exposure method for calculating EAD for over-the-counter derivatives with a new approach. Our over-the-counter derivatives exposures would be subject to this new methodology. We have not estimated the impact of the final rule as its expected effective date is calculatedin 2022 and is expected to be accompanied by dividing CET1 capital (numerator) by risk-weighted assets (denominator); tier 1 capital ratio is calculated by dividing tier 1 capital (numerator) by risk-weighted assets (denominator); total capital ratio is calculated by dividing total capital (numerator) by risk-weighted assets (denominator); tier 1 leverage ratio is calculated by dividing tier 1 capital (numerator) by adjusted average assets (denominator); and SLR is calculated by dividing tier 1 capital (numerator) by total assets for SLR (denominator).
(2) CET1 ratios were calculated in conformity with the provisions ofother revisions to the Basel III final rule;regime.
For additional information about regulatory developments, refer to Table 41: Regulatorythe "Regulatory Capital StructureAdequacy and Related Regulatory Capital Ratios.
NA Not applicable
Fully phased-in pro-forma estimatesLiquidity Standards" section of common shareholders' equity include 100% of AOCI, including AOCI attributable to AFS securities, cash flow hedges"Supervision and defined benefit pension plans. Fully phased-in pro-forma estimates of CET1 capital reflect 100% of applicable deductions, including but not limited to, intangible assets net of deferred tax liabilities. Fully phased-in tier 1 capital reflects the transition of trust preferred capital securities from tier 1 capital to tier 2 capital. For both Basel III advanced and standardized approaches, fully phased-in pro-forma estimates of risk-weighted assets reflect the exclusion of intangible assets, offset by additions related to non-significant equity exposures and deferred tax assets related to temporary differences.Regulation" in Business in this Form 10-K.
State Street Corporation | 111
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Supplementary Leverage Ratio
In 2014, U.S. banking regulators issued final rules implementing an SLR, for certain bank holding companies, like State Street, and their insured depository institution subsidiaries, like State Street Bank, which we refer to as the SLR final rule. Upon implementation, the SLR final rule requires that, as of January 1, 2018, (i) State Street Bank maintain an SLR of at least 6% to be well capitalized under the U.S. banking regulators’ PCA framework and (ii) State Street maintain an SLR of at least 5% to avoid
limitations on capital distributions and discretionary bonus payments. In addition to the SLR, State Street is subject to a minimum tier 1 leverage ratio of 4%, which differs from the SLR primarily in that the denominator of the tier 1 leverage ratio is only a quarterly average of on-balance sheet assets and does not include any off-balance sheet exposures. Beginning with reporting for March 31, 2015, State Street was required to include SLR disclosures, calculated on a transitional basis, with its other Basel disclosures.
|
| | | | | | | | | | | | |
| TABLE 47: SUPPLEMENTARY LEVERAGE RATIO |
| December 31, 2017 | | Transitional SLR | | Phase-In Provisions | | Fully Phased-in Pro-Forma SLR Estimate |
| (Dollars in millions) | | | |
| State Street: | | | | | | |
| Tier 1 capital | | $ | 15,382 |
| | $ | (302 | ) | | $ | 15,080 |
|
| | | | | | | |
| On-and off-balance sheet leverage exposure | | 243,958 |
| | — |
| | 243,958 |
|
| Less: regulatory deductions | | (6,972 | ) | | (278 | ) | | (7,250 | ) |
| Total assets for SLR | | $ | 236,986 |
| | $ | (278 | ) | | $ | 236,708 |
|
| Supplementary leverage ratio | | 6.5 | % | | (0.1 | )% | | 6.4 | % |
| | | | | | | |
| State Street Bank: | | | | | | |
| Tier 1 capital | | $ | 16,531 |
| | $ | (291 | ) | | $ | 16,240 |
|
| | | | | | | |
| On-and off-balance sheet leverage exposure | | 240,373 |
| | — |
| | 240,373 |
|
| Less: regulatory deductions | | (6,583 | ) | | (271 | ) | | (6,854 | ) |
| Total assets for SLR | | $ | 233,790 |
| | $ | (271 | ) | | $ | 233,519 |
|
| Supplementary leverage ratio | | 7.1 | % | | (0.1 | )% | | 7.0 | % |
State Street Corporation | 112
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Capital Actions
Preferred Stock
The following table summarizes selected terms of each of the series of the preferred stock issued and outstanding as of December 31, 2017:2019:
| | | TABLE 48: PREFERRED STOCK ISSUED AND OUTSTANDING | |
| | Issuance Date | | Depositary Shares Issued | | Ownership Interest Per Depositary Share | | Liquidation Preference Per Share | | Liquidation Preference Per Depositary Share | | Net Proceeds of Offering (In millions) | | Redemption Date(1) | |
| TABLE 46: PREFERRED STOCK ISSUED AND OUTSTANDING | | TABLE 46: PREFERRED STOCK ISSUED AND OUTSTANDING |
Preferred Stock(2): | Preferred Stock(2): | | | | | | | | | | Issuance Date |
| Depositary Shares Issued | | Amount outstanding (in millions) | | Ownership Interest Per Depositary Share | | Liquidation Preference Per Share | | Liquidation Preference Per Depositary Share | | Per Annum Dividend Rate | | Dividend Payment Frequency | | Carrying Value as of December 31, 2019
(In millions) | | Redemption Date(1) |
| Series C | August 2012 | | 20,000,000 |
|
| 1/4,000th |
| $ | 100,000 |
|
| $ | 25 |
|
| $ | 488 |
|
| September 15, 2017 | August 2012 | | 20,000,000 |
| $ | 500 |
| | 1/4,000th |
| $ | 100,000 |
|
| $ | 25 |
|
| 5.25% | | Quarterly: March, June, September and December | | $ | 491 |
|
| September 15, 2017 |
| Series D | February 2014 | | 30,000,000 |
|
| 1/4,000th |
| 100,000 |
|
| 25 |
|
| 742 |
|
| March 15, 2024 | February 2014 | | 30,000,000 |
| 750 |
| | 1/4,000th |
| 100,000 |
|
| 25 |
|
| 5.90% to but excluding March 15, 2024, then a floating rate equal to the three-month LIBOR plus 3.108% | | Quarterly: March, June, September and December | | 742 |
|
| March 15, 2024 |
| Series E | November 2014 | | 30,000,000 |
|
| 1/4,000th |
| 100,000 |
|
| 25 |
|
| 728 |
|
| December 15, 2019 | |
| Series F | May 2015 | | 750,000 |
|
| 1/100th |
| 100,000 |
|
| 1,000 |
|
| 742 |
|
| September 15, 2020 | May 2015 | | 750,000 |
| 750 |
| | 1/100th |
| 100,000 |
|
| 1,000 |
|
| 5.25% to but excluding September 15, 2020, then a floating rate equal to the three-month LIBOR plus 3.597% | | Semi-annually: March and September | | 742 |
|
| September 15, 2020 |
| Series G | April 2016 | | 20,000,000 |
|
| 1/4,000th |
| 100,000 |
|
| 25 |
|
| 493 |
|
| March 15, 2026 | April 2016 | | 20,000,000 |
| 500 |
| | 1/4,000th |
| 100,000 |
|
| 25 |
|
| 5.35% to but excluding March 15, 2026, then a floating rate equal to the three-month LIBOR plus 3.709% | | Quarterly: March, June, September and December | | 493 |
|
| March 15, 2026 |
| Series H | | September 2018 | | 500,000 | | 500 |
| | 1/100th | | 100,000 |
| | 1,000 |
| | 5.625% to but excluding December 15, 2023, then a floating rate equal to the three-month LIBOR plus 2.539% | | Semi-annually: June and December | | 494 |
| | December 15, 2023 |
(1) On the redemption date, or any dividend declarationpayment date thereafter, the preferred stock and corresponding depositary shares may be redeemed by us, in whole or in part, at the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends. (2) The preferred stock and corresponding depositary shares may be redeemed at our option in whole, but not in part, prior to the redemption date upon the occurrence of a regulatory capital treatment event, as defined in the certificate of designation, at a redemption price equal to the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
State Street Corporation | 113
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In the fourth quarter of 2019, we requested and received approval from the Federal Reserve to redeem our outstanding Series E non-cumulative perpetual preferred stock. We redeemed all outstanding shares as of December 15, 2019 at a redemption price of $750 million ($100,000 per share equivalent to $25.00 per depositary share) plus accrued and unpaid dividends. The difference between the redemption value and the net carrying value of $22 million resulted in an EPS impact of approximately ($0.06) per share in 2019.
On February 12, 2020, we announced that we will redeem all 5,000 of our outstanding shares of our non-cumulative perpetual preferred stock, Series C, for cash at a redemption price of $100,000 per share (equivalent to $25.00 per depositary share) plus all declared and unpaid dividends. The redemption price will be payable on March 16, 2020, and this redemption will be reflected in our first quarter 2020 results of operations.
The following tables present the dividends declared for each of the series of preferred stock issued and outstanding for the periods indicated:
|
| | | | | | | | | | | |
| TABLE 47: PREFERRED STOCK DIVIDENDS |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2019 | | 2018 |
| (Dollars in millions, except per share amounts) | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total | | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total |
| Preferred Stock: | | | | | | | | | | | |
| Series C | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
| | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
|
| Series D | 5,900 |
| | 1.48 |
| | 44 |
| | 5,900 |
| | 1.48 |
| | 44 |
|
| Series E | 6,000 |
| | 1.52 |
| | 45 |
| | 6,000 |
| | 1.52 |
| | 45 |
|
| Series F | 5,250 |
| | 52.50 |
| | 40 |
| | 5,250 |
| | 52.50 |
| | 40 |
|
| Series G | 5,352 |
| | 1.32 |
| | 27 |
| | 5,352 |
| | 1.32 |
| | 27 |
|
| Series H | 5,625 |
| | 56.25 |
| | 28 |
| | 1,219 |
| | 12.18 |
| | 6 |
|
| Total | | | | | $ | 210 |
| | | | | | $ | 188 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| TABLE 49: PREFERRED STOCK DIVIDENDS |
| | Years Ended December 31, |
| | 2017 | | 2016 |
| | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total
(In millions) | | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total
(In millions) |
| Preferred Stock: | | | | | | | | | | | |
| Series C | $ | 5,250 |
|
| $ | 1.32 |
|
| $ | 26 |
|
| $ | 5,250 |
|
| $ | 1.32 |
|
| $ | 26 |
|
| Series D | 5,900 |
|
| 1.48 |
|
| 44 |
|
| 5,900 |
|
| 1.48 |
|
| 44 |
|
| Series E | 6,000 |
|
| 1.52 |
|
| 45 |
|
| 6,000 |
|
| 1.52 |
|
| 45 |
|
| Series F | 5,250 |
|
| 52.50 |
|
| 40 |
|
| 5,250 |
|
| 52.50 |
|
| 40 |
|
| Series G | 5,352 |
|
| 1.32 |
|
| 27 |
|
| 3,626 |
|
| 0.90 |
|
| 18 |
|
| Total | | | | | $ | 182 |
| | | | | | $ | 173 |
|
In February 2018, we declared dividends on our Series C, D, E, F and G preferred stock of approximately $1,313, $1,475, $1,500, $2,625 and $1,338, respectively, per share, or approximately $0.33, $0.37, $0.38, $26.25, and $0.33, respectively, per depositary share. These dividends total approximately $6 million, $11 million, $11 million, $20 million and $7 million on our Series C, D, E, F and G preferred stock, respectively, which will be paid in March 2018.
Common Stock
In June 2017,2019, the Federal Reserve issued a non-objection to our capital plan submitted as part of the 2019 CCAR submission; and in connection with that capital plan, our Board approved a common stock purchase program authorizing the purchase of up to $1.4$2.0 billion of our common stock from July 1, 2019 through June 30, 20182020 (the 20172019 Program). We repurchased $500 million of our common stock in each of the third and fourth quarters of 2019 under the 2019 Program.
In June 2016,2018, the Federal Reserve issued a conditional non-objection to our 2018 capital plan; and in connection with that capital plan, our Board approved a common stock purchase program authorizing the purchase of up to$1.4 $1.2 billion of our common stock through June 30, 20172019 (the 20162018 Program). , under which we repurchased $300 million of our common stock in each of the first and second quarters of 2019.
The table below presents the activity under both the 2017 Program and 2016 Programour common stock purchase program during the year ended December 31, 2017:
State Street Corporation | 113
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
2019:
|
| | | | | | | | | | |
| TABLE 50: SHARES REPURCHASED |
| | Shares Acquired
(In millions) | | Average Cost per Share | | Total Acquired
(In millions) |
2016 Program(1) | 9.4 |
| | $ | 79.93 |
| | $ | 750 |
|
| 2017 Program | 7.4 |
| | 94.54 |
| | 700 |
|
| Total | 16.8 |
| | $ | 86.37 |
| | $ | 1,450 |
|
|
| | | | | | | | | | |
| TABLE 48: SHARES REPURCHASED |
| | Year Ended December 31, 2019 |
| | Shares Acquired
(In millions) | | Average Cost per Share | | Total Acquired
(In millions) |
| 2018 Program | 8.8 |
| | $ | 67.97 |
| | $ | 600 |
|
| 2019 Program | 16.1 |
| | 62.28 |
| | 1,000 |
|
| Total | 24.9 |
| | 64.30 |
| | $ | 1,600 |
|
(1) Includes $158 million relating to shares acquired in exchange for BFDS stock during the first quarter of 2017. Additional information about the exchange is provided in Note 1 to the consolidated financial statements included in this Form 10-K.
The table below presents the dividends declared on common stock for the periods indicated: | | | TABLE 51: COMMON STOCK DIVIDENDS | |
| TABLE 49: COMMON STOCK DIVIDENDS | | TABLE 49: COMMON STOCK DIVIDENDS |
| | Years Ended December 31, | Years Ended December 31, |
| | Dividends Declared per Share | | Total (In millions) | | Dividends Declared per Share | | Total (In millions) | 2019 | | 2018 |
| | 2017 | | 2016 | Dividends Declared per Share | | Total
(In millions) | | Dividends Declared per Share | | Total
(In millions) |
| Common Stock | $ | 1.60 |
| | $ | 596 |
| | $ | 1.44 |
| | $ | 559 |
| $ | 1.98 |
|
| $ | 728 |
|
| $ | 1.78 |
|
| $ | 665 |
|
State Street Corporation | 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Federal and state banking regulations place certain restrictions on dividends paid by subsidiary banks to the parent holding company. In addition, banking regulators have the authority to prohibit bank holding companies from paying dividends. For information concerning limitations on dividends from our subsidiary banks, refer to “Related"Related Stockholder Matters”Matters" included under Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,, and to Note 15 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K. Our common stock and preferred stock dividends, including the declaration, timing and amount thereof, are subject to consideration and approval by the Board at the relevant times. Stock purchases may be made using various types of mechanisms, including open market purchases, accelerated share repurchases or transactions off market and may be made under Rule 10b5-1 trading programs. The timing of stock purchases, types of transactions and number of shares purchased will depend on several factors, including, market conditions and State Street’sour capital positions, its financial performance and investment opportunities. The common stock purchase program does not have specific price targets and may be suspended at any time.
OFF-BALANCE SHEET ARRANGEMENTS
On behalf of clients enrolled in our securities lending program, we lend securities to banks, broker/dealers and other institutions. In most circumstances, we indemnify our clients for the fair market value of those securities against a failure of the borrower to return such securities. Though these transactions are collateralized, the substantial volume of these activities necessitates detailed credit-based underwriting and monitoring processes. The aggregate amount of indemnified securities on loan totaled $381.82$367.90 billion and $342.34 billion as of December 31, 2017, compared to $360.45 billion as of2019 and December 31, 2016.2018, respectively. We require the borrower to provide collateral in an amount in excess of 100% of the fair market value of the securities borrowed. We hold the collateral received in connection with these securities lending services as agent, and the collateral is not recorded in our consolidated statement of condition. We revalue the securities on loan and the collateral daily to determine if additional collateral is necessary or if excess collateral is required to be returned to the borrower. We held, as agent, cash and securities totaling $400.83$385.43 billion and $377.92$357.89 billion as collateral for indemnified securities on loan as of December 31, 20172019 and December 31, 2016,2018, respectively.
The cash collateral held by us as agent is invested on behalf of our clients. In certain cases, the cash collateral is invested in third-party repurchase agreements, for which we indemnify the client against
loss of the principal invested. We require the counterparty to the indemnified repurchase agreement to provide collateral in an amount in excess of 100% of the amount of the repurchase agreement. In our role as agent, the indemnified repurchase agreements and the related collateral held by us are not recorded in our consolidated statement of condition. Of the collateral of $400.83
State Street Corporation | 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
$385.43 billion and $377.92$357.89 billion, referenced above, $61.27$45.66 billion and $60.00$42.61 billion was invested in indemnified repurchase agreements as of December 31, 20172019 and December 31, 2016,2018, respectively. We or our agents held $65.27$48.89 billion and $63.96$45.06 billion as collateral for indemnified investments in repurchase agreements as of December 31, 20172019 and December 31, 2016,2018, respectively.
Additional information about our securities finance activities and other off-balance sheet arrangements is provided in Notes 10, 12 and 14 to the consolidated financial statements included in this Form 10-K.
SIGNIFICANT ACCOUNTING ESTIMATES
Our consolidated financial statements are prepared in conformity with U.S. GAAP, and we apply accounting policies that affect the determination of amounts reported in the consolidated financial statements. Additional information on our significant accounting policies, including references to applicable footnotes, is provided in Note 1 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
Certain of our accounting policies, by their nature, require management to make judgments, involving significant estimates and assumptions, about the effects of matters that are inherently uncertain. These estimates and assumptions are based on information available as of the date of the consolidated financial statements, and changes in this information over time could materially affect the amounts of assets, liabilities, equity, revenue and expenses reported in subsequent consolidated financial statements.
Based on the sensitivity of reported financial statement amounts to the underlying estimates and assumptions, the more significant accounting policies applied by State Streetus have been identified by management as those associated with recurring fair value measurements, OTTI of investment securities, impairment of goodwill and other intangible assets, and contingencies. These accounting policies require the most subjective or complex judgments, and underlying estimates and assumptions could be most subject to revision as new information becomes available. An understanding of the judgments, estimates and assumptions underlying these accounting policies is essential in order to understand our reported consolidated results of operations and financial condition.
The following is a discussion of the above-mentioned significant accounting estimates.
State Street Corporation | 115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management has discussed these significant accounting estimates with the E&A Committee of the Board.
Fair Value Measurements
We carry certain of our financial assets and liabilities at fair value in our consolidated financial statements on a recurring basis, including trading account assets and liabilities, AFS investmentdebt securities, certain equity securities and various types of derivative financial instruments.
Changes in the fair value of these financial assets and liabilities are recorded either as components of our consolidated statement of income or as components of other comprehensive income within shareholders' equity in our consolidated statement of condition. In addition to those financial assets and liabilities that we carry at fair value in our consolidated financial statements on a recurring basis, we estimate the fair values of other financial assets and liabilities that we carry at amortized cost in our consolidated statement of condition, and we disclose these fair value estimates in the notes to our consolidated financial statements. We estimate the fair values of these financial assets and liabilities using the definition of fair value described below. Additional information with respect to the assets and liabilities carried by us at fair value on a recurring basis is provided in Note 2 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date. When we measure fair value for our financial assets and liabilities, we consider the principal or the most advantageous market in which we would transact; we also consider assumptions that market participants would use when pricing the asset or liability. When possible, we look to active and observable markets to measure the fair value of identical, or similar, financial assets and liabilities. When identical financial assets and liabilities are not traded in active markets, we look to market-observable data for similar assets and liabilities. In some instances, certain assets and liabilities are not actively traded in observable markets; as a result, we use alternate valuation techniques to measure their fair value.
We categorize the financial assets and liabilities that we carry at fair value in our consolidated statement of condition on a recurring basis based on U.S. GAAP's prescribed three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to valuation methods using significant unobservable inputs (level 3).
State Street Corporation | 115
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
As of December 31, 2017, including the effect of netting, we categorized approximately 1% of our financial assets carried at fair value in level 1, approximately 96% of our financial assets carried at fair value in level 2, and approximately 3% of our financial assets carried at fair value in level 3 of the fair value hierarchy. As of December 31, 2016, including the effect of netting, we categorized approximately 6% of our financial assets carried at fair value in level 1, approximately 92% of our financial assets carried at fair value in level 2, and approximately 2% of our financial assets carried at fair value in level 3 of the fair value hierarchy.
As of December 31, 2017, on the same basis, we categorized less than 1% of our financial liabilities carried at fair value in level 1, approximately 99% of our financial liabilities carried at fair value in level 2, and less than 1% of our financial liabilities carried at fair value in level 3 of the fair value hierarchy. As of December 31, 2016, on the same basis, we categorized none of our financial liabilities carried at fair value in level 1, approximately 100% of our financial liabilities carried at fair value in level 2, and less than 1% of our financial liabilities carried at fair value in level 3 of the fair value hierarchy.
The assets categorized in level 1 were primarily U.S. Treasury obligations and trading account assets. Fair value for these securities was measured by management using unadjusted quoted prices in active markets for identical securities.
The assets categorized in level 2 were primarily AFS investment securities and derivative instruments. Fair value for the investment securities was measured by management primarily using information obtained from independent third parties. Information obtained from third parties is subject to review by management as part of a validation process. Management utilizes a process to verify the information provided, including an understanding of underlying assumptions and the level of market-participant information used to support those assumptions. In addition, management compares significant assumptions used by third parties to available market information. Such information may include known trades or, to the extent that trading activity is limited, comparisons to market research information pertaining to credit expectations, execution prices and the timing of cash flows and, where information is available, back-testing.
The derivative instruments categorized in level 2 primarily comprised of foreign exchange and interest-rate contracts used in our trading activities, for which fair value was measured by management using discounted cash flow techniques, with inputs consisting of observable spot and forward points, as well as observable interest rate curves.
The substantial majority of our financial assets categorized in level 3 were asset-backed AFS securities. Level-3 assets also included foreign exchange derivative contracts. The aggregate fair value of our financial assets and liabilities categorized in level 3 as of December 31, 2017 increased approximately 57% compared to 2016, primarily the result of purchases of asset-backed and non-U.S. debt securities.
With respect to derivative instruments, we evaluated the fair value impact on valuation of the credit risk of our counterparties and of our own credit.counterparties. We considered such factors as the market-based probability of default by us and our counterparties, and our current and expected potential future net exposures by remaining maturities, in determining the appropriate measurements of fair value. Valuation adjustments associated with derivative instruments were not significant to our consolidated financial results in 2017, 2016 or 2015.
Other-Than-Temporary Impairment of Investment Securities
Our portfolio of fixed-income investment securities constitutes a significant portion of the assets carried in our consolidated statement of condition. U.S. GAAP requires the use of expected future cash flows to evaluate OTTI of these investment securities. The amount and timing of these expected future cash flows are significant estimates used in our evaluation of OTTI. An OTTI is triggered if the intent is to sell the security or the security will more likely than not have to be sold before the amortized cost basis is recovered. Additional information with respect to management's assessment of OTTI is provided in Note 3 to the consolidated financial statements included under Item 8, Financial Statements, of this Form 10-K.
Expectations of defaults and prepayments are the most significant assumptions underlying our estimates of future cash flows. In determining these estimates, management relies on relevant and reliable information, including but not limited to deal structure, including optional and mandatory calls, market interest-rate curves, industry standard asset-class-specific prepayment models, recent prepayment history, independent credit ratings, and recent actual and projected credit losses. Management considers this information based on its relevance and uses its best judgment in order to determine its assumptions for underlying cash-flow expectations and resulting estimates. Management reviews its underlying assumptions and develops expected future cash-flow estimates at least quarterly. Additional detail with respect to the sensitivity of these default and prepayment assumptions is provided under “Investment Securities” in "Financial
State Street Corporation | 116
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Condition" of this Management's Discussion and Analysis.
Impairment of Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net tangible and other intangible assets acquired at the acquisition date. Other intangible assets represent purchased long-lived intangible assets, primarily client relationships, and core deposit intangible assets and technology that can be distinguished from goodwill because of contractual rights or because the asset can be exchanged on its own or in combination with a related contract, asset or liability. Other intangible assets are initially measured at their acquisition date fair value, the determination of which requires management judgment. Goodwill is not amortized, while other intangible assets are amortized over their estimated useful lives.
Goodwill is ultimately supported by earnings and cash flows from our Investment Servicing and Investment Management lines of business. A decline in earnings as a result of a lack of growth, or our inability to deliver cost-effective services over sustained periods, could lead to a perceived impairment of goodwill, which would be evaluated and, if necessary, be recorded as a write-down of the reported amount of goodwill through a charge to other expenses in our consolidated statement of income.
Management reviews goodwill for impairment annually or more frequently if circumstances arise or events occur that indicate an impairment of the carrying amount may exist. We begin our review by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Events that may indicate impairment include: significant or adverse changes in the business, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that we will sell or otherwise dispose of a business to which the goodwill or other intangible assets relate. If we conclude from the qualitative assessment of goodwill impairment that it is more likely than not that a reporting unit’s fair value is greater than its carrying amount, quantitative tests are not required. However, if we determine it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then we complete a quantitative assessment to determine if there is goodwill impairment.
The We may elect to bypass the qualitative assessment and complete a quantitative assessment involves using a two-step process. First, we compare the aggregate fair value of the reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then we compare the “implied” fair value of the reporting unit's goodwill to its carrying amount. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing the goodwill downin any given year.
In 2019, due to the implied fair value. The implied fair valuepassage of time since the goodwill is determined by allocatinglast quantitative test, we elected to bypass the fair value of the reporting unit to all of the assetsqualitative assessment and liabilities of that unit, as if the unit had
been acquired in a business combination and the overall fair value of the unit was the purchase price.
To determine the aggregate fair value of the reporting unit being evaluated for goodwill impairment, we use one of two principal methodologies: a market approach, based on a comparison of the reporting unit to publicly-traded companies in similar lines of business; or an income approach, based on the value of the cash flows that the business can be expected to generate in the future.
Events that may indicate impairment include significant or adverse changes in the business, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that we will sell or otherwise dispose of a business to which the goodwill or other intangible assets relate. Additional information about goodwill and other intangible assets, including information by line of business, is provided in Note 5 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary, of this Form 10-K.
During the third quarter of 2017, we assessed goodwill for impairment using a qualitative assessment. The qualitative assessment required management to make judgments and to evaluate several factors, which included, but were not limited to, significant or adverse changesquantitative approach. We determined there was no goodwill impairment in the business, firm and industry events, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more-likely-than-not expectation that we will sell or otherwise dispose of a business to which the goodwill or other2019.
Other intangible assets relate. Based on our evaluation of these factors, we determined that it was more likely than not that the fair value of each of the reporting units exceeded its respective carrying amount.
Additional information about goodwill and other intangible assets, including information by line of business, is provided in Note 5 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, of this Form 10-K.
Intangible assets are supported by the future cash flows that are directly associated with and expected to arise as a direct result of the use of the intangible asset, less any costs associated with the intangible asset’s eventual disposition. We evaluate
State Street Corporation | 116
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
other intangible assets for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows from other groups of assets using a two-stepthe following process. First, ifwe routinely assess whether impairment indicators are present. When impairment indicators are identified as being present, we compare the estimated future net undiscounted cash flows of the intangible asset's estimatedasset with its carrying value. If the future net undiscounted cash flows are greater than the carrying
State Street Corporation | 117
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
value, then there is no indication of impairment, but if the intangible asset's net undiscounted cash flows are less than its carrying value, there is an indication that the intangible asset is not recoverable and we proceedare required to the second step of the impairment test. In the second step, if the fair value of the intangible asset is below the carrying value, ancalculate impairment. An impairment is recognized by writing the intangible asset down to its fair value. We evaluate intangible assets for indicators of impairment on an annual basis, or more frequently if circumstances arise that may indicate an impairment of the carrying amount.a quarterly basis. There were no impairments taken on other intangible assets in 2019.
Our evaluation ofAdditional information about goodwill and other intangible assets, indicated that no significant impairment occurredincluding information by line of business, is provided in 2017, 2016 or 2015. Goodwill and other intangible assets recordedNote 5 to the consolidated financial statements in our consolidated statement of condition as of December 31, 2017 totaled approximately $6.02 billion and $1.61 billion, respectively, compared to $5.81 billion and $1.75 billion, respectively, as of December 31, 2016.this Form 10-K.
Contingencies
TheInformation on significant estimates and judgments related with establishing litigation reserves areis discussed in Note 13 of the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
RECENT ACCOUNTING DEVELOPMENTS
Information with respect to recent accounting developments is provided in Note 1 to the consolidated financial statements included under Item 8, Financial Statements and Supplementary Data, ofin this Form 10-K.
State Street Corporation | 118
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information provided under “Market Risk Management” in "Financial Condition" included under Item 7,in our Management's Discussion and Analysis ofin this Form 10-K, is incorporated by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
State Street Corporation | 119117
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
TheTo the Shareholders and the Board of Directors of
State Street Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of condition of State Street Corporation (the "Corporation"“Corporation”) as of December 31, 20172019 and 2016, and2018, the related consolidated statements of income, comprehensive income, changes in shareholders'shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2017,2019, and the related notes (collectively referred to as the "consolidated“consolidated financial statements"statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at December 31, 20172019 and 2016,2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017,2019, 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) ("PCAOB"(“PCAOB”), the Corporation’sCorporation's internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 201820, 2020 expressed an unqualified opinion thereon.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Corporation has elected to change its method of accounting for investments in low income housing tax credits from the equity method of accounting to the proportional amortization method of accounting in each of the three years in the period ended December 31, 2019.
Basis for Opinion
These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
State Street Corporation | 118
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
|
| |
| Servicing Fee Revenue |
| Description of the Matter | Revenue recognized by the Corporation as servicing fees was $5.1 billion for the year ended December 31, 2019. As disclosed in Notes 24 and 25 of the consolidated financial statements, servicing fee revenue involves revenue streams from various products which include custody, product and participant level accounting, transfer agency, daily pricing and administration, master trust and master custody, depotbank services (a fund oversight role created by non-US regulation), record-keeping, cash management, and investment manager operations outsourcing. The Corporation’s servicing fee revenue involves a significant volume of contracts and transactions and is sourced from multiple systems and processes across different business teams and geographies. Auditing servicing fee revenue was complex and involved significant audit effort due to the non-standard nature of the Corporation’s contracts, the volume of contracts, the impact of contract renegotiations on accrued servicing fees, and the number of different processes used to recognize revenue. |
| How We Addressed the Matter in Our Audit | We identified and obtained an understanding of the processes used by the Corporation to recognize revenue transactions. We evaluated the design and tested the operating effectiveness of controls over the Corporation’s processes for recognizing servicing fee revenue, including, among others, controls over the review of client contracts, the calculations of the key drivers of revenue (e.g., assets under custody) and the flow of this information from the business teams negotiating contract amendments to the department accruing revenue. Among other procedures, to test servicing fee revenue, we selected a sample of client contracts and analyzed the contracts to determine whether terms that may have an impact on revenue recognition, including performance obligations and specified fees, were identified and properly considered in the evaluation of the accounting for the contracts and reperformed the calculation of revenue for a sample of revenue transactions. We also agreed the amounts recognized to source documents and tested the mathematical accuracy of the recorded revenue. We inquired of the business teams involved in contract negotiations for a selection of clients to assess the state of those negotiations and any effect on accrued servicing fees. We obtained third party confirmation of the client balance due for a sample of servicing fees receivable. |
/s/ Ernst & Young LLP
We have served as the Corporation's auditor since 1972.
Boston, Massachusetts
February 26, 201820, 2020
State Street Corporation | 120119
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF INCOME
| | | | Years Ended December 31, | Years Ended December 31, |
| (Dollars in millions, except per share amounts) | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 |
| Fee revenue: | | | | | | | | | | |
| Servicing fees | $ | 5,365 |
| | $ | 5,073 |
| | $ | 5,153 |
| $ | 5,074 |
| | $ | 5,421 |
| | $ | 5,365 |
|
| Management fees | 1,616 |
| | 1,292 |
| | 1,174 |
| 1,771 |
| | 1,851 |
| | 1,616 |
|
| Trading services | 1,071 |
| | 1,099 |
| | 1,146 |
| |
| Foreign exchange trading services | | 1,111 |
| | 1,201 |
| | 1,071 |
|
| Securities finance | 606 |
| | 562 |
| | 496 |
| 471 |
| | 543 |
| | 606 |
|
| Processing fees and other | 247 |
| | 90 |
| | 309 |
| |
| Software and processing fees | | 720 |
| | 438 |
| | 343 |
|
| Total fee revenue | 8,905 |
| | 8,116 |
| | 8,278 |
| 9,147 |
| | 9,454 |
| | 9,001 |
|
| Net interest income: |
| |
| |
| | | | | |
| Interest income | 2,908 |
| | 2,512 |
| | 2,488 |
| 3,941 |
| | 3,662 |
| | 2,908 |
|
| Interest expense | 604 |
| | 428 |
| | 400 |
| 1,375 |
| | 991 |
| | 604 |
|
| Net interest income | 2,304 |
| | 2,084 |
| | 2,088 |
| 2,566 |
| | 2,671 |
| | 2,304 |
|
| Gains (losses) related to investment securities, net: |
| |
| |
| |
| Other income: | | | | | | |
| Gains (losses) from sales of available-for-sale securities, net | (39 | ) | | 10 |
| | (5 | ) | (1 | ) | | 9 |
| | (39 | ) |
| Losses from other-than-temporary impairment | — |
| | (2 | ) | | (1 | ) | |
| Losses reclassified (from) to other comprehensive income | — |
| | (1 | ) | | — |
| |
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | |
| Other income | | 44 |
| | (3 | ) | | — |
|
| Total other income | | 43 |
| — |
| 6 |
| — |
| (39 | ) |
| Total revenue | 11,170 |
| | 10,207 |
| | 10,360 |
| 11,756 |
| | 12,131 |
| | 11,266 |
|
| Provision for loan losses | 2 |
| | 10 |
| | 12 |
| 10 |
| | 15 |
| | 2 |
|
| Expenses: |
| |
| |
| | | | | |
| Compensation and employee benefits | 4,394 |
| | 4,353 |
| | 4,061 |
| 4,541 |
| | 4,780 |
| | 4,394 |
|
| Information systems and communications | 1,167 |
| | 1,105 |
| | 1,022 |
| 1,465 |
| | 1,324 |
| | 1,167 |
|
| Transaction processing services | 838 |
| | 800 |
| | 793 |
| 983 |
| | 985 |
| | 838 |
|
| Occupancy | 461 |
| | 440 |
| | 444 |
| 470 |
| | 500 |
| | 461 |
|
| Acquisition and restructuring costs | 266 |
| | 209 |
| | 25 |
| 77 |
| | 24 |
| | 266 |
|
| Professional services | 340 |
| | 379 |
| | 490 |
| |
| Amortization of other intangible assets | 214 |
| | 207 |
| | 197 |
| 236 |
| | 226 |
| | 214 |
|
| Other | 589 |
| | 584 |
| | 1,018 |
| 1,262 |
| | 1,176 |
| | 929 |
|
| Total expenses | 8,269 |
| | 8,077 |
| | 8,050 |
| 9,034 |
| | 9,015 |
| | 8,269 |
|
| Income before income tax expense (benefit) | 2,899 |
| | 2,120 |
| | 2,298 |
| |
| Income tax expense (benefit) | 722 |
| | (22 | ) | | 318 |
| |
| Net income from non-controlling interest | — |
| | 1 |
| | — |
| |
| Income before income tax expense | | 2,712 |
| | 3,101 |
| | 2,995 |
|
| Income tax expense | | 470 |
| | 508 |
| | 839 |
|
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
| $ | 2,242 |
| | $ | 2,593 |
| | $ | 2,156 |
|
| Net income available to common shareholders | $ | 1,993 |
| | $ | 1,968 |
| | $ | 1,848 |
| $ | 2,009 |
| | $ | 2,404 |
| | $ | 1,972 |
|
| Earnings per common share: | | | | | | | | | | |
| Basic | $ | 5.32 |
| | $ | 5.03 |
| | $ | 4.53 |
| $ | 5.43 |
| | $ | 6.46 |
| | $ | 5.26 |
|
| Diluted | 5.24 |
| | 4.97 |
| | 4.47 |
| 5.38 |
| | 6.39 |
| | 5.19 |
|
| Average common shares outstanding (in thousands): | | | | | | | | | | |
| Basic | 374,793 |
| | 391,485 |
| | 407,856 |
| 369,911 |
| | 371,983 |
| | 374,793 |
|
| Diluted | 380,213 |
| | 396,090 |
| | 413,638 |
| 373,666 |
| | 376,476 |
| | 380,213 |
|
| Cash dividends declared per common share | $ | 1.60 |
| | $ | 1.44 |
| | $ | 1.32 |
| $ | 1.98 |
| | $ | 1.78 |
| | $ | 1.60 |
|
The accompanying notes are an integral part of these consolidated financial statements.
State Street Corporation | 121120
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
|
| Other comprehensive income (loss), net of related taxes: | | | | | |
| Foreign currency translation, net of related taxes of $21, ($11) and ($101), respectively | 900 |
| | (372 | ) | | (735 | ) |
| Net unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment and net of related taxes of $272, ($119), and ($195), respectively | 367 |
| | (181 | ) | | (331 | ) |
| Net unrealized gains (losses) on available-for-sale securities designated in fair value hedges, net of related taxes of $16, $16 and $5, respectively | 22 |
| | 23 |
| | 12 |
|
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $3, $5 and $8, respectively | 3 |
| | 7 |
| | 13 |
|
| Net unrealized gains (losses) on cash flow hedges, net of related taxes of ($181), ($42) and $24, respectively | (285 | ) | | (64 | ) | | 17 |
|
| Net unrealized gains (losses) on retirement plans, net of related taxes of $8, $1 and $51, respectively | 24 |
| | (11 | ) | | 89 |
|
| Other comprehensive income (loss) | 1,031 |
| | (598 | ) | | (935 | ) |
| Total comprehensive income | $ | 3,208 |
| | $ | 1,545 |
| | $ | 1,045 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Net income | $ | 2,242 |
| | $ | 2,593 |
| | $ | 2,156 |
|
| Other comprehensive income (loss), net of related taxes: | | | | |
|
| Foreign currency translation, net of related taxes of $2, ($8) and $21, respectively | (9 | ) | | (67 | ) | | 900 |
|
| Net unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment and net of related taxes of $212, ($134) and $272, respectively | 545 |
| | (302 | ) | | 367 |
|
| Net unrealized gains (losses) on available-for-sale securities designated in fair value hedges, net of related taxes of $6, $9 and $16, respectively | 18 |
| | 24 |
| | 22 |
|
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $1, $2 and $3, respectively | 1 |
| | 4 |
| | 3 |
|
| Net unrealized gains (losses) on cash flow hedges, net of related taxes of $9, ($17) and ($181), respectively | 25 |
| | (33 | ) | | (285 | ) |
| Net unrealized gains (losses) on retirement plans, net of related taxes of ($8), $8 and $8, respectively | (16 | ) | | 27 |
| | 24 |
|
| Other comprehensive income (loss) | 564 |
| | (347 | ) | | 1,031 |
|
| Total comprehensive income | $ | 2,806 |
| | $ | 2,246 |
| | $ | 3,187 |
|
The accompanying notes are an integral part of these consolidated financial statements.
State Street Corporation | 122121
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CONDITION
| | | | December 31 | December 31, 2019 | | December 31, 2018 |
| (Dollars in millions, except per share amounts) | 2017 | | 2016 | | | |
| Assets: | | | | | | |
| Cash and due from banks | $ | 2,107 |
| | $ | 1,314 |
| $ | 3,302 |
| | $ | 3,212 |
|
| Interest-bearing deposits with banks | 67,227 |
| | 70,935 |
| 68,965 |
| | 73,040 |
|
| Securities purchased under resale agreements | 3,241 |
| | 1,956 |
| 1,487 |
| | 4,679 |
|
| Trading account assets | 1,093 |
| | 1,024 |
| 914 |
| | 860 |
|
| Investment securities available-for-sale | 57,121 |
| | 61,998 |
| 53,815 |
| | 45,148 |
|
| Investment securities held-to-maturity (fair value of $40,255 and $34,994) | 40,458 |
| | 35,169 |
| |
| Loans and leases (less allowance for losses of $54 and $53) | 23,240 |
| | 19,704 |
| |
| Premises and equipment (net of accumulated depreciation of $3,881 and $3,333) | 2,186 |
| | 2,062 |
| |
| Investment securities held-to-maturity (fair value of $42,157 and $41,351) | | 41,782 |
| | 41,914 |
|
| Loans (less allowance for losses of $74 and $67) | | 26,235 |
| | 25,722 |
|
| Premises and equipment (net of accumulated depreciation of $4,367 and $4,152) | | 2,282 |
| | 2,214 |
|
| Accrued interest and fees receivable | 3,099 |
| | 2,644 |
| 3,231 |
| | 3,203 |
|
| Goodwill | 6,022 |
| | 5,814 |
| 7,556 |
| | 7,446 |
|
| Other intangible assets | 1,613 |
| | 1,750 |
| 2,030 |
| | 2,369 |
|
| Other assets | 31,018 |
| | 38,328 |
| 34,011 |
| | 34,789 |
|
| Total assets | $ | 238,425 |
| | $ | 242,698 |
| $ | 245,610 |
| | $ | 244,596 |
|
| Liabilities: | | | | | | |
| Deposits: | | | | | | |
| Non-interest-bearing | $ | 47,175 |
| | $ | 59,397 |
| $ | 34,031 |
| | $ | 44,804 |
|
| Interest-bearing—U.S. | 50,139 |
| | 30,911 |
| |
| Interest-bearing—non-U.S. | 87,582 |
| | 96,855 |
| |
| Interest-bearing - U.S. | | 77,504 |
| | 66,235 |
|
| Interest-bearing - non-U.S. | | 70,337 |
| | 69,321 |
|
| Total deposits | 184,896 |
| | 187,163 |
| 181,872 |
| | 180,360 |
|
| Securities sold under repurchase agreements | 2,842 |
| | 4,400 |
| 1,102 |
| | 1,082 |
|
| Other short-term borrowings | 1,144 |
| | 1,585 |
| 839 |
| | 3,092 |
|
| Accrued expenses and other liabilities | 15,606 |
| | 16,901 |
| 24,857 |
| | 24,232 |
|
| Long-term debt | 11,620 |
| | 11,430 |
| 12,509 |
| | 11,093 |
|
| Total liabilities | 216,108 |
| | 221,479 |
| 221,179 |
| | 219,859 |
|
| Commitments, guarantees and contingencies (Notes 12 and 13) |
| |
|
| |
|
| Shareholders’ equity: | | | | | | |
| Preferred stock, no par, 3,500,000 shares authorized: | | | | | | |
| Series C, 5,000 shares issued and outstanding | 491 |
| | 491 |
| 491 |
| | 491 |
|
| Series D, 7,500 shares issued and outstanding | 742 |
| | 742 |
| 742 |
| | 742 |
|
| Series E, 7,500 shares issued and outstanding | 728 |
| | 728 |
| — |
| | 728 |
|
| Series F, 7,500 shares issued and outstanding | 742 |
| | 742 |
| 742 |
| | 742 |
|
| Series G, 5,000 shares issued and outstanding | 493 |
| | 493 |
| 493 |
| | 493 |
|
| Series H, 5,000 shares issued and outstanding | | 494 |
| | 494 |
|
| Common stock, $1 par, 750,000,000 shares authorized: | | | | | | |
| 503,879,642 and 503,879,642 shares issued | 504 |
| | 504 |
| |
503,879,642 and 503,879,642 shares issued, and 357,389,416 and 379,946,724 shares outstanding | | 504 |
| | 504 |
|
| Surplus | 9,799 |
| | 9,782 |
| 10,132 |
| | 10,061 |
|
| Retained earnings | 18,856 |
| | 17,459 |
| 21,918 |
| | 20,553 |
|
| Accumulated other comprehensive income (loss) | (1,009 | ) | | (2,040 | ) | (876 | ) | | (1,356 | ) |
| Treasury stock, at cost (136,229,784 and 121,940,502 shares) | (9,029 | ) | | (7,682 | ) | |
| Treasury stock, at cost (146,490,226 and 123,932,918 shares) | | (10,209 | ) | | (8,715 | ) |
| Total shareholders’ equity | 22,317 |
| | 21,219 |
| 24,431 |
| | 24,737 |
|
| Total liabilities and shareholders' equity | $ | 238,425 |
| | $ | 242,698 |
| $ | 245,610 |
| | $ | 244,596 |
|
The accompanying notes are an integral part of these consolidated financial statements.
State Street Corporation | 123122
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions, except per share amounts, shares in thousands) | Preferred Stock | | Common Stock | | Surplus | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | Treasury Stock | | Total |
| Shares | | Amount | | Shares | | Amount | |
| Balance at December 31, 2016 | $ | 3,196 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,782 |
| | $ | 17,433 |
| | $ | (2,040 | ) | | 121,941 |
| | $ | (7,682 | ) | | $ | 21,193 |
|
| Net income | | | | | | | | | 2,156 |
| | | | | | | | 2,156 |
|
| Other comprehensive income (loss) | | | | | | | | | | | 1,031 |
| | | | | | 1,031 |
|
| Cash dividends declared: | | | | | | | | | | | | | | | | |
|
|
| Common stock - $1.60 per share | | | | | | | | | (596 | ) | | | | | | | | (596 | ) |
| Preferred stock | | | | | | | �� | | (182 | ) | | | | | | | | (182 | ) |
| Common stock acquired | | | | | | | | | | | | | 16,788 |
| | (1,450 | ) | | (1,450 | ) |
| Common stock awards exercised | | | | | | | 16 |
| | | | | | (2,503 | ) | | 104 |
| | 120 |
|
| Other | | | | | | | 1 |
| | (2 | ) | | | | 4 |
| | (1 | ) | | (2 | ) |
| Balance at December 31, 2017 | $ | 3,196 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,799 |
| | $ | 18,809 |
| | $ | (1,009 | ) | | 136,230 |
| | $ | (9,029 | ) | | $ | 22,270 |
|
| Net income | | | | | | | | | 2,593 |
| | | | | | | | 2,593 |
|
| Other comprehensive income (loss) | | | | | | | | | | | (347 | ) | | | | | | (347 | ) |
| Preferred stock issued | 494 |
| | | | | | | | | | | | | | | | 494 |
|
| Common stock issued | | | | | | | 586 |
| | | | | | (13,244 | ) | | 564 |
| | 1,150 |
|
| Cash dividends declared: | | | | | | | | | | | | | | | | |
|
|
| Common stock - $1.78 per share | | | | | | | | | (665 | ) | | | | | | | | (665 | ) |
| Preferred stock | | | | | | | | | (188 | ) | | | | | | | | (188 | ) |
| Common stock acquired | | | | | | | | | | | | | 3,324 |
| | (350 | ) | | (350 | ) |
| Common stock awards exercised | | | | | | | 44 |
| | | | | | (2,389 | ) | | 101 |
| | 145 |
|
| Other | | | | | | | (368 | ) | | 4 |
| | | | 12 |
| | (1 | ) | | (365 | ) |
| Balance at December 31, 2018 | $ | 3,690 |
| | 503,880 |
| | $ | 504 |
| | $ | 10,061 |
| | $ | 20,553 |
| | $ | (1,356 | ) | | 123,933 |
| | $ | (8,715 | ) | | $ | 24,737 |
|
Reclassification of certain tax effects(1) | | | | | | | | | 84 |
| | (84 | ) | | | | | | — |
|
| Net income | | | | | | | | | 2,242 |
| | | | | | | | 2,242 |
|
| Other comprehensive income (loss) | | | | | | | | | | | 564 |
| | | | | | 564 |
|
| Preferred stock redeemed | (728 | ) | | | | | | | | (22 | ) | | | | | | | | (750 | ) |
| Cash dividends declared: | | | | | | | | | | | | | | | | |
|
|
| Common stock - $1.98 per share | | | | | | | | | (728 | ) | | | | | | | | (728 | ) |
| Preferred stock | | | | | | | | | (210 | ) | | | | | | | | (210 | ) |
| Common stock acquired | | | | | | | | | | | | | 24,884 |
| | (1,600 | ) | | (1,600 | ) |
| Common stock awards exercised | | | | | | | 95 |
| | | | | | (2,295 | ) | | 103 |
| | 198 |
|
| Other | | | | | | | (24 | ) | | (1 | ) | | | | (32 | ) | | 3 |
| | (22 | ) |
| Balance at December 31, 2019 | $ | 2,962 |
| | 503,880 |
| | $ | 504 |
| | $ | 10,132 |
| | $ | 21,918 |
| | $ | (876 | ) | | 146,490 |
| | $ | (10,209 | ) | | $ | 24,431 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions, except per share amounts, shares in thousands) | PREFERRED STOCK | | COMMON STOCK | | Surplus | | Retained Earnings | | Accumulated Other Comprehensive Income (Loss) | | TREASURY STOCK | | Total |
| Shares | | Amount | | Shares | | Amount | |
| Balance as of December 31, 2014 | $ | 1,961 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,791 |
| | $ | 14,737 |
| | $ | (507 | ) | | 88,685 |
| | $ | (5,158 | ) | | $ | 21,328 |
|
| Net income | | | | | | | | | 1,980 |
| | | | | | | | 1,980 |
|
| Other comprehensive income | | | | | | | | | | | (935 | ) | | | | | | (935 | ) |
| Preferred stock issued | 742 |
| | | | | | | | | | | | | | | | 742 |
|
| Cash dividends declared: | | | | | | | | | | | | | | | | |
|
|
| Common stock - $1.32 per share | | | | | | | | | (536 | ) | | | | | | | | (536 | ) |
| Preferred stock | | | | | | | | | (130 | ) | | | | | | | | (130 | ) |
| Common stock acquired | | | | | | | | | | | | | 20,521 |
| | (1,520 | ) | | (1,520 | ) |
| Common stock awards and options exercised, including income tax benefit of $70 | | | | | | | (41 | ) | | | | | | (4,976 | ) | | 221 |
| | 180 |
|
| Other | | | | | | | (4 | ) | | (2 | ) | | | | (2 | ) | | | | (6 | ) |
| Balance as of December 31, 2015 | $ | 2,703 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,746 |
| | $ | 16,049 |
| | $ | (1,442 | ) | | 104,228 |
| | $ | (6,457 | ) | | $ | 21,103 |
|
| Net income | | | | | | | | | 2,143 |
| | | | | | | | 2,143 |
|
| Other comprehensive income (loss) | | | | | | | | | | | (598 | ) | | | | | | (598 | ) |
| Preferred stock issued | 493 |
| | | | | | | | | | | | | | | | 493 |
|
| Cash dividends declared: | | | | | | | | | | | | | | | | | |
| Common stock - $1.44 per share | | | | | | | | | (559 | ) | | | | | | | | (559 | ) |
| Preferred stock | | | | | | | | | (173 | ) | | | | | | | | (173 | ) |
| Common stock acquired | | | | | | | | | | | | | 21,098 |
| | (1,365 | ) | | (1,365 | ) |
| Common stock awards and options exercised, including income tax benefit of $13 | | | | | | | 36 |
| | | | | | (3,369 | ) | | 139 |
| | 175 |
|
| Other | | | | | | | | | (1 | ) | | | | (16 | ) | | 1 |
| | — |
|
| Balance as of December 31, 2016 | $ | 3,196 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,782 |
| | $ | 17,459 |
| | $ | (2,040 | ) | | 121,941 |
| | $ | (7,682 | ) | | $ | 21,219 |
|
| Net income | | | | | | | | | 2,177 |
| |
|
| | | | | | 2,177 |
|
| Other comprehensive income | | | | | | | | | | | 1,031 |
| | | | | | 1,031 |
|
| Preferred stock issued |
|
| | | | | | | | | | | | | | | | — |
|
| Cash dividends declared: | | | | | | | | | | | | | | | | |
|
| Common stock - $1.60 per share | | | | | | | | | (596 | ) | | | | | | | | (596 | ) |
| Preferred stock | | | | | | | | | (182 | ) | | | | | | | | (182 | ) |
| Common stock acquired | | | | | | | | | | | | | 16,788 |
| | (1,450 | ) | | (1,450 | ) |
| Common stock awards exercised | | | | | | | 16 |
| | | | | | (2,503 | ) | | 104 |
| | 120 |
|
| Other | | | | | | | 1 |
| | (2 | ) | | | | 4 |
| | (1 | ) | | (2 | ) |
| Balance as of December 31, 2017 | $ | 3,196 |
| | 503,880 |
| | $ | 504 |
| | $ | 9,799 |
| | $ | 18,856 |
| | $ | (1,009 | ) | | 136,230 |
| | $ | (9,029 | ) | | $ | 22,317 |
|
The accompanying notes are an integral part of these consolidated financial statements.
State Street Corporation | 124123
STATE STREET CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | | Years Ended December 31, | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 |
| Operating Activities: | | | | | | | | | | |
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
| $ | 2,242 |
| | $ | 2,593 |
| | $ | 2,156 |
|
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | | | | | | |
| Deferred income tax (benefit) | 95 |
| | (358 | ) | | (168 | ) | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Deferred income tax expense (benefit) | | (130 | ) | | (136 | ) | | 92 |
|
| Amortization of other intangible assets | 214 |
| | 207 |
| | 197 |
| 236 |
| | 226 |
| | 214 |
|
| Other non-cash adjustments for depreciation, amortization and accretion, net | 871 |
| | 722 |
| | 604 |
| 1,101 |
| | 977 |
| | 871 |
|
| Losses (gains) related to investment securities, net | 39 |
| | (7 | ) | | 6 |
| 1 |
| | (6 | ) | | 39 |
|
| Change in trading account assets, net | (69 | ) | | (175 | ) | | 75 |
| (54 | ) | | 233 |
| | (69 | ) |
| Change in accrued interest and fees receivable, net | (455 | ) | | (298 | ) | | (104 | ) | (28 | ) | | 26 |
| | (455 | ) |
| Change in collateral deposits, net | 1,819 |
| | (18 | ) | | (6,662 | ) | 287 |
| | 7,326 |
| | 1,819 |
|
| Change in unrealized losses on foreign exchange derivatives, net | 3,267 |
| | (1,057 | ) | | 982 |
| |
| Change in unrealized losses (gains) on foreign exchange derivatives, net | | 2,034 |
| | (1,836 | ) | | 3,267 |
|
| Change in other assets, net | (1,341 | ) | | 1,772 |
| | 1,156 |
| (713 | ) | | (22 | ) | | (1,334 | ) |
| Change in accrued expenses and other liabilities, net | 9 |
| | (1,147 | ) | | (48 | ) | 294 |
| | 394 |
| | 33 |
|
| Other, net | 307 |
| | 506 |
| | 579 |
| 420 |
| | 400 |
| | 307 |
|
| Net cash provided by (used in) operating activities | 6,933 |
| | 2,290 |
| | (1,403 | ) | |
| Net cash provided by operating activities | | 5,690 |
| | 10,175 |
| | 6,940 |
|
| Investing Activities: | | | | | | | | | | |
| Net decrease in interest-bearing deposits with banks | 3,708 |
| | 4,403 |
| | 18,185 |
| |
| Net (increase) decrease in securities purchased under resale agreements | (1,285 | ) | | 1,448 |
| | (1,014 | ) | |
| Net decrease (increase) in interest-bearing deposits with banks | | 4,075 |
| | (5,813 | ) | | 3,708 |
|
| Net decrease (increase) in securities purchased under resale agreements | | 3,192 |
| | (1,438 | ) | | (1,285 | ) |
| Proceeds from sales of available-for-sale securities | 12,439 |
| | 1,401 |
| | 12,309 |
| 5,642 |
| | 26,082 |
| | 12,439 |
|
| Proceeds from maturities of available-for-sale securities | 28,878 |
| | 30,070 |
| | 28,025 |
| 20,407 |
| | 14,645 |
| | 28,878 |
|
| Purchases of available-for-sale securities | (34,841 | ) | | (30,162 | ) | | (25,397 | ) | (38,164 | ) | | (31,814 | ) | | (34,841 | ) |
| Proceeds from maturities of held-to-maturity securities | 4,028 |
| | 7,942 |
| | 3,842 |
| 10,390 |
| | 6,296 |
| | 4,028 |
|
| Purchases of held-to-maturity securities | (8,772 | ) | | (8,425 | ) | | (9,398 | ) | (6,938 | ) | | (6,539 | ) | | (8,772 | ) |
| Net (increase) in loans and leases | (3,511 | ) | | (924 | ) | | (561 | ) | (519 | ) | | (2,461 | ) | | (3,511 | ) |
| Business acquisitions | — |
| | (437 | ) | | — |
| |
| Business acquisitions, net of cash acquired | | (54 | ) | | (2,595 | ) | | — |
|
| Purchases of equity investments and other long-term assets | (233 | ) | | (643 | ) | | (366 | ) | (647 | ) | | (326 | ) | | (233 | ) |
| Purchases of premises and equipment, net | (637 | ) | | (613 | ) | | (703 | ) | (730 | ) | | (609 | ) | | (637 | ) |
| Proceeds from sale of joint venture investment | 172 |
| | — |
| | — |
| — |
| | — |
| | 172 |
|
| Other, net | 102 |
| | 170 |
| | 73 |
| 720 |
| | 76 |
| | 102 |
|
| Net cash provided by investing activities | 48 |
| | 4,230 |
| | 24,995 |
| |
| Net cash (used in) provided by investing activities | | (2,626 | ) | | (4,496 | ) | | 48 |
|
| Financing Activities: | | | | | | | | | | |
| Net (decrease) increase in time deposits | (15,306 | ) | | 8,488 |
| | (9,878 | ) | (11,255 | ) | | 6,673 |
| | (15,306 | ) |
| Net increase (decrease) in all other deposits | 13,040 |
| | (12,952 | ) | | (7,535 | ) | 12,767 |
| | (11,209 | ) | | 13,040 |
|
| Net (decrease) in other short-term borrowings | (1,999 | ) | | (268 | ) | | (7,074 | ) | |
| Net (decrease) increase in other short-term borrowings | | (2,233 | ) | | 188 |
| | (1,999 | ) |
| Proceeds from issuance of long-term debt, net of issuance costs | 747 |
| | 1,492 |
| | 2,983 |
| 1,495 |
| | 995 |
| | 747 |
|
| Payments for long-term debt and obligations under capital leases | (493 | ) | | (1,441 | ) | | (1,155 | ) | |
| Proceeds from issuance of preferred stock, net | — |
| | 493 |
| | 742 |
| |
| Proceeds from exercises of common stock options | — |
| | — |
| | 4 |
| |
| Purchases of common stock | (1,292 | ) | | (1,365 | ) | | (1,520 | ) | |
| Payments for long-term debt and obligations under finance leases | | (402 | ) | | (1,461 | ) | | (493 | ) |
| Payments for redemption of preferred stock | | (750 | ) | | — |
| | — |
|
| Proceeds from issuance of preferred stock, net of issuance costs | | — |
| | 495 |
| | — |
|
| Proceeds from issuance of common stock, net of issuance costs | | — |
| | 1,150 |
| | — |
|
| Repurchases of common stock | | (1,585 | ) | | (350 | ) | | (1,292 | ) |
| Excess tax benefit related to stock-based compensation | — |
| | 13 |
| | 70 |
| — |
| | — |
| |
|
|
| Repurchases of common stock for employee tax withholding | (126 | ) | | (122 | ) | | (222 | ) | (81 | ) | | (124 | ) | | (126 | ) |
| Payments for cash dividends | (768 | ) | | (723 | ) | | (655 | ) | (930 | ) | | (828 | ) | | (768 | ) |
| Other, net | 9 |
| | (28 | ) | | — |
| — |
| | — |
| | 9 |
|
| Net cash (used in) financing activities | (6,188 | ) | | (6,413 | ) | | (24,240 | ) | (2,974 | ) | | (4,471 | ) | | (6,188 | ) |
| Net increase (decrease) | 793 |
| | 107 |
| | (648 | ) | |
| Net increase | | 90 |
| | 1,208 |
| | 800 |
|
| Cash and due from banks at beginning of period | 1,314 |
| | 1,207 |
| | 1,855 |
| 3,212 |
| | 2,004 |
| | 1,204 |
|
| Cash and due from banks at end of period | $ | 2,107 |
| | $ | 1,314 |
| | $ | 1,207 |
| $ | 3,302 |
| | $ | 3,212 |
| | $ | 2,004 |
|
| | | | | | | |
| Supplemental disclosure: | | | | | | |
| Interest paid | | $ | 1,382 |
| | $ | 981 |
| | $ | 593 |
|
| Income taxes paid, net | | 510 |
| | 549 |
| | 345 |
|
The accompanying notes are an integral part of these consolidated financial statements.
State Street Corporation | 125124
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
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Note 14. Variable Interest Entities | |
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Note 15. Shareholders’ Equity | |
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Note 16. Regulatory Capital | |
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Note 17. Net Interest Income | |
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Note 21. Expenses | |
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Note 23. Earnings Per Common Share | |
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Note 24. Line of Business Information | |
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Note 25. Non-U.S. Activities | |
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We use acronyms and other defined terms for certain business terms and abbreviations, as defined in the acronyms list and glossary accompanying these consolidated financial statements.
State Street Corporation | 126
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The accounting and financial reporting policies of State Street Corporation conform to U.S. GAAP. State Street Corporation, the Parent Company, is a financial holding company headquartered in Boston, Massachusetts. Unless otherwise indicated or unless the context requires otherwise, all references in these notes to consolidated financial statements to “State Street,” “we,” “us,” “our” or similar references mean State Street Corporation and its subsidiaries on a consolidated basis, including our principal banking subsidiary, State Street Bank.
We have two2 lines of business:
Investment Servicing provides a suite of related products and services including: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by non-U.S. regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; ourfinance and enhanced custody product, which integrates principal securities lending and custody;products; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative investment manager operations outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. Our CRD business also falls within our Investment Servicing line of business and includes products and services, such as: portfolio modeling and construction; trade order management; investment risk and compliance; and wealth management solutions.
Investment Management, through SSGA,State Street Global Advisors, provides a broad arrayrange of investment management investment researchstrategies and products for our clients. Our investment advisory services to corporations, public funds and other sophisticated investors. SSGA offers passive and active asset management strategies across equity, fixed-income,and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative multi-assetinvestment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, (including OCIO)including environmental, social and cash asset classes. Productsgovernance investing, defined benefit and defined contribution and Global Fiduciary Solutions (formerly Outsourced Chief Investment Officer). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are distributed directlyprimarily determined by the values of AUM and through intermediaries using a variety ofthe investment vehicles,strategies employed, management fees reflect other factors as well, including ETFs, such as the SPDR® ETF brand.benchmarks specified in the respective management agreements related to performance fees.
Consolidation
Our consolidated financial statements include the accounts of the Parent Company and its majority- and wholly-owned and otherwise controlled subsidiaries, including State Street Bank. All material inter-company transactions and balances have been eliminated. Certain previously reported amounts have been reclassified to conform to current-year presentation.
We consolidate subsidiaries in which we exercise control. Investments in unconsolidated subsidiaries, recorded in other assets, generally are accounted for under the equity method of accounting if we have the ability to exercise significant influence
over the operations of the investee. For investments accounted for under the equity method, our share of income or loss is recorded in software and processing fees and other revenue in our consolidated statement of income. Investments not meeting the criteria for equity-method treatment are measured at fair value through earnings, except for investments where a fair market value is not readily available, which are accounted for under the cost method of accounting.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the application of certain of our significant accounting policies that may materially affect the reported amounts of assets, liabilities, equity, revenue and expenses. As a result of unanticipated events or circumstances, actual results could differ from those estimates.
Foreign Currency Translation
The assets and liabilities of our operations with functional currencies other than the U.S. dollar are translated at month-end exchange rates, and revenue and expenses are translated at rates that approximate average monthly exchange rates. Gains or losses from the translation of the net assets of subsidiaries with functional currencies other than the U.S. dollar, net of related taxes, are recorded in AOCI, a component of shareholders’ equity.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, cash and cash equivalents are defined as cash and due from banks.
Interest-Bearing Deposits with Banks
Interest-bearing deposits with banks generally consist of highly liquid, short-term investments maintained at the Federal Reserve Bank and other non-U.S. central banks with original maturities at the time of purchase of one month or less.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Securities Purchased Under Resale Agreements and Securities Sold Under Repurchase Agreements
Securities purchased under resale agreements and sold under repurchase agreements are treated as collateralized financing transactions, and are recorded in our consolidated statement of condition at the amounts at which the securities will be subsequently resold or repurchased, plus accrued interest. Our policy is to take possession or control of securities underlying resale agreements either directly or through agent banks, allowing borrowers the right of collateral substitution and/or short-notice termination. We revalue these securities daily to determine if additional collateral is necessary from the borrower to protect us against credit exposure. We can use these securities as collateral for repurchase agreements.
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For securities sold under repurchase agreements collateralized by our investment securities portfolio, the dollar value of the securities remains in investment securities in our consolidated statement of condition. Where a master netting agreement exists or both parties are members of a common clearing organization, resale and repurchase agreements with the same counterparty or clearing house and maturity date are recorded on a net basis.
Fee and Net Interest Income
FeesThe majority of fees from investment servicing, investment management, securities finance, trading services and certain types of software and processing fees and other revenue are recorded in our consolidated statement of income based on estimates or specific contractual terms, including mutually agreed changesthe consideration specified in contracts with our customers, and excludes taxes collected from customers subsequently remitted to terms,governmental authorities. We recognize revenue as transactions occur orthe services are rendered,performed or at a point in time depending on the nature of the services provided. Payments made to third party service providers are generally recognized on a gross basis when we control those services and are deemed to be the principal. Additional information about revenue from contracts with customers is provided that persuasive evidence exists, the price to the client is fixed or determinable and collectability is reasonably assured. Amounts accrued at period-end are recorded in accrued interest and fees receivable in our consolidated statement of condition. Performance fees generated by our investment management activities are recorded when the performance period is complete, based on predetermined benchmarks associated with the applicable fund’s performance.Note 25.
Interest income on interest-earning assets and interest expense on interest-bearing liabilities are recorded in our consolidated statement of income as components of NII, and are generally based on the effective yield of the related financial asset or liability.
Other Significant Policies
The following table identifies our other significant accounting policies and the note and page where a detailed description of each policy can be found.found:
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| | | | |
| Fair Value | Note | 2 | Page | |
| Investment Securities | Note | 3 | Page | |
| Loans | Note | 4 | Page | |
| Goodwill and Other Intangible Assets | Note | 5 | Page | |
| Derivative Financial Instruments | Note | 10 | Page | |
| Offsetting Arrangements | Note | 11 | Page | |
| Contingencies | Note | 13 | Page | |
| Variable Interest Entities | Note | 14 | Page | |
| Equity-Based Compensation | Note | 18 | Page | |
| Income Taxes | Note | 22 | Page | |
| Earnings Per Common Share | Note | 23 | Page | |
| Revenue from Contracts with Customers | Note | 25 | Page | |
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| Note | 3 | | Page | |
| Note | 4 | | Page | |
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| Note | 13 | | Page | |
| Note | 14 | | Page | |
| Note | 16 | | Page | |
| Note | 18 | | Page | |
| Note | 22 | | Page | |
| Note | 23 | | Page | |
Acquisitions and Dispositions
In the first quarter of 2017, we completed the sale of our joint venture interest in IFDS U.K. for approximately $175 million in cash and the exchange of our joint venture interest in BFDS stock for $158 million in State Street's common stock. We recognized a pre-tax gain of $30 million, in the aggregate, in the year ended December 31, 2017 on these dispositions. In the third quarter of 2017, we recognized a pre-tax gain of $26 million on the sale of an alternative trading platform.
On July 1, 2016, we completed our acquisition of GE Asset Management (GEAM) from General Electric Company, with a total purchase price of approximately $485 million.
We accounted for this acquisition as a business combination and, in accordance with ASC Topic 805, Business Combinations, we have recorded assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Our consolidated financial statements include the operating results for the acquired business from the date of acquisition, July 1, 2016.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Developments
|
| | | |
| Relevant standards that were recently issued but not yet adopted as of December 31, 2019: |
| Standard | Description | Date of Adoption | Effects on the financial statements or other significant matters |
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) | The standard, and its related amendments, will replace existing revenue recognition standards and expand the disclosure requirements for revenue arrangements with customers. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method).
| January 1, 2018 | The timing and amount of our material revenue streams, including servicing fees, management fees, trading services, and securities finance, remain substantially unchanged as these revenues will continue to be recognized over time. Specifically, under the new standard we will recognize revenue related to these activities ratably over the term of the related agreements with customers as the customer simultaneously benefits from the services as they are performed.
The standard does not apply to revenue associated with financial instruments, including loans and securities, or revenue recognized under other U.S. GAAP standards. Therefore NII, securities gains/ losses and revenue related to derivative instruments are not impacted by the standard.
The new standard modified the principal and agent guidance requiring certain costs previously presented on a net basis to be presented on a gross basis, which we expect will increase 2018 revenue and expenses by an estimated $225 million, the majority reflected in Investment Management.
We have adopted the new standard as of January 1, 2018, using the modified retrospective method of adoption. No material adjustment to retained earnings was required.
|
ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities | The standard makes limited amendments to the guidance on the classification and measurement of financial instruments. Under the new standard, all equity securities will be measured at fair value through earnings with certain exceptions, including investments accounted for under the equity method of accounting. In addition, the FASB clarified the guidance related to valuation allowance assessments when recognizing deferred tax assets on unrealized losses on available-for-sale debt securities. This standard must be applied on a retrospective basis. | January 1, 2018 | Upon adoption of the standard on January 1, 2018, we reclassified approximately $443 million of equity securities classified as available for sale to equity securities held at fair value through profit and loss. The cumulative-effect transition adjustment recognized in retained earnings on January 1, 2018 was immaterial to the financial statements.
|
ASU 2016-02, Leases (Topic 842) | The standard represents a wholesale change to lease accounting and requires all leases, other than short-term leases, to be reported on balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. The standard also requires extensive disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. | January 1, 2019 | We are currently assessing the impact of the standard on our consolidated financial statements, but we anticipate an increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, primarily real estate leases for office space, as well as additional disclosure on all of our lease obligations. |
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments | The standard, and its related amendments, replaces the existing incurred loss impairment guidance and requires immediate recognition of expected credit losses for financial assets carried at amortized cost, including trade and other receivables, loans and commitments, held-to-maturity debt securities and other financial assets, held at the reporting date to be measured based on historical experience, current conditions and reasonable supportable forecasts. CreditThe standard also amends existing impairment guidance for available-for-sale securities, and credit losses on available for sale securities will be recorded as an allowance versus a write-down of the amortized cost basis of the security and will allow for a reversal of impairment loss when the credit of the issuer improves. The guidance requires a cumulative effect of initial application to be recognized in retained earnings at the date of initial application. | January 1, 2020 | We are currently assessinghave assessed the impact of the standard on our consolidated financial statements, and a significant implementation project is in place to ensure that expected credit losses are calculated in accordance with the standard.statements. We have established a steering committee to providewhich provided cross-functional governance over the project plan and key decisions, and are currently developing keydecisions. Key accounting policies assessing existingwere enhanced and we refined the credit loss models, against the new guidance and processes and identifying a complete set ofthe associated data requirements needed to meet the standard. The majority of our exposures utilize a probability-of-default and sources. We have commencedloss-given-default methodology to estimate the development of new or modified credit loss models and based on our analysis to date, we expect the timingreserve. Our senior secured loan portfolio remains a major driver of the allowance for credit lossesloss, along with off-balance sheet commitments. There was no material allowance upon implementation for held-to-maturity exposures given the nature of our portfolio. Our credit loss models were approved for use by our Model Validation Group in 2019. We executed our new processes in parallel with the existing processes during 2019 to accelerate under the new standard. We are continuing to assess the extent of the impact onensure that we have an appropriate control environment over the allowance for credit losses.
|
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|
| | | |
Relevant standards that were recently issued but not yet adopted (continued) |
Standard | Description | Date of Adoption | Effects on the financial statements or other significant matters |
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensuslosses upon adoption in 2020. Upon adoption of the Emerging Issues Task Force) | The standard amends the statement of cash flownew guidance to address specific cash flow issues with the objective of reducing the existing diversity in practice. | on January 1, 2018 | Based on our current presentation there is2020, no significant changematerial adjustment to our presentation of the statement of cash flows.
|
ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business | The standard incorporates gating criteria to determine when an integrated set of assets and activities is not a business. When substantially all the fair value of gross assets acquired (or group of similar identifiable assets) is concentrated in a single identifiable asset, it would not represent a business. | January 1, 2018, early adoption permitted | We have adopted this standard as of January 1, 2018 and will apply it prospectively to transactions occurring after adoption date, as applicable.retained earnings was required. |
| ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment | The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The ASU requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. | January 1, 2020 early adoption permitted | We have adopted the new standard as of January 1, 2020 prospectively. There are evaluatingno material impacts as a result of the impacts of early adoption, and will apply this standard prospectively upon adoption.
|
ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20)2018-13, Fair Value Measurement (Topic 820): Premium Amortization on Purchased Callable Debt SecuritiesDisclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement | The standard shortens the amortization periodeliminates, amends and adds disclosure requirements for certain purchased callable debt securities to the earliest call date.fair value measurements. | January 1, 2019,2020 | We have elected to early adoption permitted | We are currently evaluatingadopt the impactprovisions of the new standard that eliminate or amend disclosures as of December 31, 2018 and our disclosures were modified accordingly. The remaining provisions of the early adoption provisions.standard that add disclosures have been adopted from January 1, 2020 and applied prospectively.
|
ASU 2017-12, Derivatives2018-15, Intangibles-Goodwill and Hedging (Topic 815)Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements toCustomer’s Accounting for Hedging ActivitiesImplementation Costs Incurred in a Cloud Computing Arrangement. That Is a Service Contract (a consensus of the Financial Accounting Standards Board Emerging Issues Task Force) | This standard addresses accounting for fees paid by a customer for implementation, set-up and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor, i.e., a service contract. The standard amends the hedge accounting model to better portray the economicsnew guidance aligns treatment for capitalization of risk management activities in the financial statements and enhances the presentation of hedge results. The amendments also make targeted changes to simplify the application of hedge accounting in certain situations.implementation costs with guidance on internal-use software. | January 1, 2019, early adoption permitted2020 | We are currently evaluating the impact ofhave adopted the new standard andprospectively as of January 1, 2020. There are no material impacts as a result of the early adoption provisions.adoption.
|
Relevant standards that were adopted during the year ended December 31, 2017
We adopted ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017. Starting in the quarter ended March 31, 2017, we reclassified excess tax benefits related to stock-based compensation from financing activities to other operating activities on the consolidated statement of cash flows. We continued to present repurchases of common stock for employee tax withholding in financing activities in the consolidated statements of cash flows for all periods presented.
As required by the transition provisions of the standard, excess tax benefits previously recognized in surplus prior to January 1, 2017 remain in surplus, and excess tax benefits recognized after January 1, 2017 are included in income tax expense. In connection with this change, we recognized a tax benefit of $24.8 million in the year ended December 31, 2017. We elected to make no changes to our current policy of estimating forfeitures or our tax withholding rates.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Relevant standards that were adopted in 2019:
We adopted ASU 2016-02, Leases (Topic 842) and relevant amendments, effective January 1, 2019. The standard represents a change to lease accounting and requires all leases, other than short-term leases, to be reported on the balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. The standard also requires incremental disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. We adopted Topic 842 by applying the transition method whereby comparative periods have not been restated, and no adjustment to retained earnings was required. Upon adoption of the standard, we recognized right-of-use assets of approximately $0.9 billion and lease liabilities of approximately $1.1 billion. This increase largely relates to the present value of future minimum lease payments due under existing operating leases of office space. There were no material changes to the recognition of lease expenses in the Consolidated Statement of Income as a result of the adoption of Topic 842. For adoption, we elected Topic 842’s package of three practical expedients, and (1) did not reassess whether any expired or existing contracts are or contain leases, (2) did not reassess the lease classification for any expired or existing leases, and (3) did not reassess initial direct costs for any existing leases. In addition, we made an accounting policy election not to apply the recognition requirements to short-term leases, and elected the practical expedient to not separate lease and nonlease components of leases.
We adopted ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, effective January 1, 2019. The standard shortens the amortization period for certain purchased callable debt securities to the earliest call date. The standard does not impact debt securities which are held at a discount. The guidance requires a cumulative effect of initial application to be recognized in retained earnings at the beginning of the period of adoption. The impact to beginning retained earnings was not material.
We adopted ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, effective January 1, 2019. This standard provides an election to reclassify the stranded tax effects resulting from the enactment of the Tax Cuts and Jobs Act of 2017, from accumulated other comprehensive income to retained earnings. Upon adoption of the standard we reclassified approximately $84 million of stranded tax effects.
Change in Accounting Method
During the first quarter of 2019, we voluntarily changed our accounting method under the FASB ASC 323, Investments - Equity Method and Joint Ventures, for investments in low income housing tax credit (LIHTC) from the equity method of accounting to the proportional amortization method of accounting. While both methods of accounting are acceptable under U.S. GAAP, we believe the proportional method is preferable because it more fairly represents the economics of LIHTC investments, which are made primarily for the purpose of receiving tax credits and other tax benefits. In addition, this method aligns to the method typically used by the companies within our industry which have similar investments. In addition to the change in the timing of the recognition of income on LIHTC investments, amortization of the LIHTC investments is now recorded fully within the Income tax expense (benefit) line instead of the software and processing fees line on the consolidated statements of operations. As part of our change in accounting, all prior periods were revised to reflect the change. Additional information about the effect of the changes on the financial statement line items for prior periods is provided by Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on May 2, 2019.
Since the change in accounting method was effective in the first quarter of 2019 and the financial results under the equity method of accounting as compared to the proportional amortization method of accounting would not affect future management decisions, we did not undertake the operational effort and cost to maintain separate systems of record for the equity method of accounting to enable a calculation of the impact of the change subsequent to the first quarter of 2019. However, we estimate that software and processing fees and income tax expense (benefit) would have both been lower had we continued to use the equity method, resulting in an immaterial impact to net income and earnings per share.
Note 2. Fair Value
Fair Value Measurements
We carry trading account assets and liabilities, AFS investmentdebt securities, certain equity securities and various types of derivative financial instruments, at fair value in our consolidated statement of condition on a recurring basis. Changes in the fair values of these financial assets and liabilities are recorded either as components of our consolidated statement of income or as components of AOCI within shareholders' equity in our consolidated statement of condition.
We measure fair value for the above-described financial assets and liabilities in conformity with U.S. GAAP that governs the measurement of the fair value of financial instruments. Management believes that its
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
valuation techniques and underlying assumptions used to measure fair value conform to the provisions of U.S. GAAP. We categorize the financial assets and liabilities that we carry at fair value based on a prescribed three-level valuation hierarchy. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to valuation methods using significant unobservable inputs (level 3). If the inputs used to measure a financial asset or liability cross different levels of the hierarchy, categorization is based on the lowest-level input that is significant to the fair-value measurement. Management's assessment of the significance of a particular input to the overall fair-value measurement of a financial asset or liability requires judgment, and considers factors specific to that asset or liability. The three levels of the valuation hierarchy are described below.
Level 1. Financial assets and liabilities with values based on unadjusted quoted prices for identical assets or liabilities in an active market.Our level 1 financial assets and liabilities primarily include positions in U.S. government securities and highly liquid U.S. and non-U.S. government fixed-income securities carried in trading account assets. We may carry U.S. government securities in our AFS portfolio in connection with our asset-and-liability management activities.securities. Our level 1 financial assets also include active exchange-tradedactively traded exchange- traded equity securities.
Level 2. Financial assets and liabilities with values based on quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.Level 2 inputs include the following:
Quoted prices for similar assets or liabilities in active markets;
Quoted prices for identical or similar assets or liabilities in non-active markets;
Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
Pricing models whose inputs are derived principally from, or corroborated by, observable market information through correlation or other means for substantially the full term of the asset or liability.
Our level 2 financial assets and liabilities primarily include non-U.S. debt securities carried in trading account assets and various types of fixed-income AFS investment securities, available-for-sale, as well as various types of foreign exchange and interest-rateinterest rate derivative instruments.
Fair value for our AFS investment securities available-for-sale categorized in level 2 is measured primarily using information obtained from independent third parties. This third-party information is subject to review by management as part of a validation process, which includes obtaining an understanding of the underlying
assumptions and the level of market participant information used to support those assumptions. In addition, management compares significant assumptions used by third parties to available market information. Such information may include known trades or, to the extent that trading activity is limited, comparisons to market research information pertaining to credit expectations, execution prices and the timing of cash flows and, where information is available, back-testing.back- testing.
Derivative instruments categorized in level 2 predominantly represent foreign exchange contracts used in our trading activities, for which fair value is measured using discounted cash-flow techniques, with inputs consisting of observable spot and forward points, as well as observable interest-rateinterest rate curves. With respect to derivative instruments, we evaluate the impact on valuation of the credit risk of our counterparties and our own credit risk.counterparties. We consider factors such as the likelihood of default by us and our counterparties, our current and potential future net exposures and remaining maturities in determining the fair value. Valuation adjustments associated with derivative instruments were not material to those instruments for the years ended December 31, 20172019 and 2016.2018.
Level 3. Financial assets and liabilities with values based on prices or valuation techniques that require inputs that are both unobservable in the market and significant to the overall measurement of fair value.These inputs reflect management's judgment about the assumptions that a market participant would use in pricing the financial asset or liability, and are based on the best available information, some of which ismay be internally developed. The following provides a more detailed discussion of
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
our financial assets and liabilities that we may categorize in level 3 and the related valuation methodology.
The fair value of our investment securities categorized in level 3 is measured using information obtained from third-party sources, typically non-binding broker or broker/dealer quotes, or through the use of internally-developed pricing models. Management has evaluated its methodologies used to measure fair value butand has considered the level of observable market information to be insufficient to categorize the securities in level 2.
The fair value of certain foreign exchange contracts, primarily options, is measured using an option-pricing model. Because of a limited number of observable transactions, certain model inputs are not observable, such
as implied volatility surface, but are derived from observable market information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our level 3 financial assets and liabilities are similar in structure and profile to our level 1 and level 2 financial instruments, but they trade in less liquid markets, and the measurement of their fair value is inherently more difficult.less observable.
The following tables present information with respect to our financial assets and liabilities carried at fair value in our consolidated statement of condition on a recurring basis as of the dates indicated. During 2017, approximately $9 million of assets were transferred between levels 1 and 2. No transfers of financial assets or liabilities between levels 1 and 2 occurred during 2016.
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indicated:
| | | | Fair Value Measurements on a Recurring Basis | Fair Value Measurements on a Recurring Basis |
| | as of December 31, 2017 | As of December 31, 2019 |
| (In millions) | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) | | Impact of Netting(1) | | Total Net Carrying Value in Consolidated Statement of Condition | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) | | Impact of Netting(1) | | Total Net Carrying Value in Consolidated Statement of Condition |
| Assets: | | | | | | | | | | | | | | | | | | |
| Trading account assets: | | | | | | | | | | | | | | | | | | |
| U.S. government securities | $ | 39 |
| | $ | — |
| | $ | — |
| | | | $ | 39 |
| $ | 34 |
| | $ | — |
| | $ | — |
| | | | $ | 34 |
|
| Non-U.S. government securities | 389 |
| | 93 |
| | — |
| | | | 482 |
| 146 |
| | 173 |
| | — |
| | | | 319 |
|
| Other | 44 |
| | 528 |
| | — |
| | | | 572 |
| 21 |
| | 540 |
| | — |
| | | | 561 |
|
| Total trading account assets | 472 |
| | 621 |
| | — |
| | | | 1,093 |
| 201 |
| | 713 |
| | — |
| | | | 914 |
|
| AFS investment securities: | | | | | | | | | | |
| Available-for-sale investment securities: | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | |
| Direct obligations | 11 |
| | 212 |
| | — |
| | | | 223 |
| 3,487 |
| | — |
| | — |
| | | | 3,487 |
|
| Mortgage-backed securities | — |
| | 10,872 |
| | — |
| | | | 10,872 |
| — |
| | 17,838 |
| | — |
| | | | 17,838 |
|
| Total U.S. Treasury and federal agencies | 11 |
| | 11,084 |
| | — |
| | | | 11,095 |
| 3,487 |
| | 17,838 |
| | — |
| | | | 21,325 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | | | | |
| Student loans | — |
| | 3,358 |
| | — |
| | | | 3,358 |
| — |
| | 531 |
| | — |
| | | | 531 |
|
| Credit cards | — |
| | 1,542 |
| | — |
| | | | 1,542 |
| — |
| | 89 |
| | — |
| | | | 89 |
|
Other(2) | — |
| | 89 |
| | 1,358 |
| | | | 1,447 |
| |
| Collateralized loan obligations | | — |
| | — |
| | 1,820 |
| | | | 1,820 |
|
| Total asset-backed securities | — |
| | 4,989 |
| | 1,358 |
| |
| | 6,347 |
| — |
| | 620 |
| | 1,820 |
| |
| | 2,440 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | — |
| | 6,576 |
| | 119 |
| | | | 6,695 |
| — |
| | 1,980 |
| | — |
| | | | 1,980 |
|
| Asset-backed securities | — |
| | 2,545 |
| | 402 |
| | | | 2,947 |
| — |
| | 1,292 |
| | 887 |
| | | | 2,179 |
|
| Government securities | — |
| | 10,721 |
| | — |
| | | | 10,721 |
| — |
| | 12,373 |
| | — |
| | | | 12,373 |
|
Other(3)(2) | — |
| | 5,904 |
| | 204 |
| | | | 6,108 |
| — |
| | 8,613 |
| | 45 |
| | | | 8,658 |
|
| Total non-U.S. debt securities | — |
| | 25,746 |
| | 725 |
| | | | 26,471 |
| — |
| | 24,258 |
| | 932 |
| | | | 25,190 |
|
| State and political subdivisions | — |
| | 9,108 |
| | 43 |
| | | | 9,151 |
| — |
| | 1,783 |
| | — |
| | | | 1,783 |
|
| Collateralized mortgage obligations | — |
| | 1,054 |
| | — |
| | | | 1,054 |
| — |
| | 104 |
| | — |
| | | | 104 |
|
| Other U.S. debt securities | — |
| | 2,560 |
| | — |
| | | | 2,560 |
| — |
| | 2,973 |
| | — |
| | | | 2,973 |
|
| U.S. equity securities | — |
| | 46 |
| | — |
| | | | 46 |
| |
| U.S. money-market mutual funds | — |
| | 397 |
| | — |
| | | | 397 |
| |
| Total AFS investment securities | 11 |
| | 54,984 |
| | 2,126 |
| |
| | 57,121 |
| |
| Total available-for-sale investment securities | | 3,487 |
| | 47,576 |
| | 2,752 |
| |
| | 53,815 |
|
| Other assets: | | | | | | | | | | | | | | | | | | |
| Derivative instruments: | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | — |
| | 11,596 |
| | 1 |
| | $ | (7,593 | ) | | 4,004 |
| — |
| | 15,136 |
| | 4 |
| | $ | (10,391 | ) | | 4,749 |
|
| Interest-rate contracts | 8 |
| | — |
| | — |
| | — |
| | 8 |
| |
| Other derivative contracts | 1 |
| | — |
| | — |
| | — |
| | 1 |
| |
| Interest rate contracts | | — |
| | 8 |
| | — |
| | (4 | ) | | 4 |
|
| Total derivative instruments | 9 |
| | 11,596 |
| | 1 |
| | (7,593 | ) | | 4,013 |
| — |
| | 15,144 |
| | 4 |
| | (10,395 | ) | | 4,753 |
|
| Other | | — |
| | 504 |
| | — |
| | — |
| | 504 |
|
| Total assets carried at fair value | $ | 492 |
| | $ | 67,201 |
| | $ | 2,127 |
| | $ | (7,593 | ) | | $ | 62,227 |
| $ | 3,688 |
| | $ | 63,937 |
| | $ | 2,756 |
| | $ | (10,395 | ) | | $ | 59,986 |
|
| Liabilities: | | | | | | | | | | | | | | | | | | |
| Accrued expenses and other liabilities: | | | | | | | | | | | | | | | | | | |
| Trading account liabilities: | | | | | | | | | | | | | | | | | | |
| Other | $ | 39 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 39 |
| $ | 5 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 5 |
|
| Derivative instruments: | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | — |
| | 11,467 |
| | 1 |
| | (5,970 | ) | | 5,498 |
| $ | 3 |
| | $ | 15,144 |
| | $ | 3 |
| | $ | (8,918 | ) | | 6,232 |
|
| Interest-rate contracts | — |
| | 100 |
| | — |
| | — |
| | 100 |
| |
| Interest rate contracts | | 6 |
| | 43 |
| | — |
| | (4 | ) | | 45 |
|
| Other derivative contracts | 1 |
| | 283 |
| | — |
| | — |
| | 284 |
| — |
| | 182 |
| | — |
| | — |
| | 182 |
|
| Total derivative instruments | 1 |
| | 11,850 |
| | 1 |
| | (5,970 | ) | | 5,882 |
| 9 |
| | 15,369 |
| | 3 |
| | (8,922 | ) | | 6,459 |
|
| Total liabilities carried at fair value | $ | 40 |
| | $ | 11,850 |
| | $ | 1 |
| | $ | (5,970 | ) | | $ | 5,921 |
| $ | 14 |
| | $ | 15,369 |
| | $ | 3 |
| | $ | (8,922 | ) | | $ | 6,464 |
|
(1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between State Streetus and the counterparty. Netting also reflects asset and liability reductions of $2,045 million$2.31 billion and $422 million,$0.84 billion, respectively, for cash collateral received from and provided to derivative counterparties.
(2) As of December 31, 2017, the fair value of other ABS was primarily composed of $1,447 million of CLOs.
(3) As of December 31, 2017,2019, the fair value of other non-U.S. debt securities was primarily composedincluded $5.50 billion of $3,537 millionsupranational and non-U.S. agency bonds, $1.78 billion of corporate bonds and $0.68 billion of covered bonds and $1,885 million of corporate bonds.
State Street Corporation | 133130
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements on a Recurring Basis |
| | as of December 31, 2016 |
| (In millions) | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) | | Impact of Netting(1) | | Total Net Carrying Value in Consolidated Statement of Condition |
| Assets: | | | | | | | | | |
| Trading account assets: | | | | | | | | | |
| U.S. government securities | $ | 30 |
| | $ | — |
| | $ | — |
| | | | $ | 30 |
|
| Non-U.S. government securities | 495 |
| | 174 |
| | — |
| | | | 669 |
|
| Other | — |
| | 325 |
| | — |
| | | | 325 |
|
| Total trading account assets | 525 |
| | 499 |
| | — |
| | | | 1,024 |
|
| AFS investment securities: | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | |
| Direct obligations | 3,824 |
| | 439 |
| | — |
| | | | 4,263 |
|
| Mortgage-backed securities | — |
| | 13,257 |
| | — |
| | | | 13,257 |
|
| Total U.S. Treasury and federal agencies | 3,824 |
| | 13,696 |
| | — |
| | | | 17,520 |
|
| Asset-backed securities: | | | | | | | | | |
| Student loans | — |
| | 5,499 |
| | 97 |
| | | | 5,596 |
|
| Credit cards | — |
| | 1,351 |
| | — |
| | | | 1,351 |
|
| Sub-prime | — |
| | 272 |
| | — |
| | | | 272 |
|
Other(2) | — |
| | — |
| | 905 |
| | | | 905 |
|
| Total asset-backed securities | — |
| | 7,122 |
| | 1,002 |
| | | | 8,124 |
|
| Non-U.S. debt securities: | | | | | | | | | |
| Mortgage-backed securities | — |
| | 6,535 |
| | — |
| | | | 6,535 |
|
| Asset-backed securities | — |
| | 2,484 |
| | 32 |
| | | | 2,516 |
|
| Government securities | — |
| | 5,836 |
| | — |
| | | | 5,836 |
|
Other(3) | — |
| | 5,365 |
| | 248 |
| | | | 5,613 |
|
| Total non-U.S. debt securities | — |
| | 20,220 |
| | 280 |
| | | | 20,500 |
|
| State and political subdivisions | — |
| | 10,283 |
| | 39 |
| | | | 10,322 |
|
| Collateralized mortgage obligations | — |
| | 2,577 |
| | 16 |
| | | | 2,593 |
|
| Other U.S. debt securities | — |
| | 2,469 |
| | — |
| | | | 2,469 |
|
| U.S. equity securities | — |
| | 42 |
| | — |
| | | | 42 |
|
| Non-U.S. equity securities | — |
| | 3 |
| | — |
| | | | 3 |
|
| U.S. money-market mutual funds | — |
| | 409 |
| | — |
| | | | 409 |
|
| Non-U.S. money-market mutual funds | — |
| | 16 |
| | — |
| | | | 16 |
|
| Total AFS investment securities | 3,824 |
| | 56,837 |
| | 1,337 |
| | | | 61,998 |
|
| Other assets: | | | | | | | | | |
| Derivatives instruments: | | | | | | | | | |
| Foreign exchange contracts | — |
| | 16,476 |
| | 8 |
| | $ | (9,163 | ) | | 7,321 |
|
| Interest-rate contracts | — |
| | 68 |
| | — |
| | (68 | ) | | — |
|
| Total derivative instruments | — |
| | 16,544 |
| | 8 |
| | (9,231 | ) | | 7,321 |
|
| Total assets carried at fair value | $ | 4,349 |
| | $ | 73,880 |
| | $ | 1,345 |
| | $ | (9,231 | ) | | $ | 70,343 |
|
| Liabilities: | | | | | | | | | |
| Accrued expenses and other liabilities: | | | | | | | | | |
| Derivative instruments: | | | | | | | | | |
| Foreign exchange contracts | $ | — |
| | $ | 15,948 |
| | $ | 8 |
| | $ | (10,456 | ) | | $ | 5,500 |
|
| Interest-rate contracts | — |
| | 348 |
| | — |
| | (226 | ) | | 122 |
|
| Other derivative contracts | — |
| | 380 |
| | — |
| | — |
| | 380 |
|
| Total derivative instruments | — |
| | 16,676 |
| | 8 |
| | (10,682 | ) | | 6,002 |
|
| Total liabilities carried at fair value | $ | — |
| | $ | 16,676 |
| | $ | 8 |
| | $ | (10,682 | ) | | $ | 6,002 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements on a Recurring Basis |
| | As of December 31, 2018 |
| (In millions) | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) | | Impact of Netting(1) | | Total Net Carrying Value in Consolidated Statement of Condition |
| Assets: | | | | | | | | | |
| Trading account assets: | | | | | | | | | |
| U.S. government securities | $ | 34 |
| | $ | — |
| | $ | — |
| | | | $ | 34 |
|
| Non-U.S. government securities | 146 |
| | 179 |
| | — |
| | | | 325 |
|
| Other | — |
| | 501 |
| | — |
| | | | 501 |
|
| Total trading account assets | 180 |
| | 680 |
| | — |
| | | | 860 |
|
| Available-for-sale investment securities: |
|
|
|
| | | |
|
|
| U.S. Treasury and federal agencies: |
|
|
|
| | | |
|
|
| Direct obligations | 1,039 |
|
| — |
|
| — |
| | |
| 1,039 |
|
| Mortgage-backed securities | — |
|
| 15,968 |
|
| — |
| | |
| 15,968 |
|
| Total U.S. Treasury and federal agencies | 1,039 |
|
| 15,968 |
|
| — |
| | |
| 17,007 |
|
| Asset-backed securities: |
|
|
|
| | | |
|
|
| Student loans | — |
|
| 541 |
|
| — |
| | |
| 541 |
|
| Credit cards | — |
|
| 583 |
|
| — |
| | |
| 583 |
|
| Collateralized loan obligations | — |
|
| — |
|
| 593 |
| | |
| 593 |
|
| Total asset-backed securities | — |
|
| 1,124 |
|
| 593 |
| | |
| 1,717 |
|
| Non-U.S. debt securities: |
|
|
|
|
|
| | | |
|
|
|
| Mortgage-backed securities | — |
|
| 1,682 |
|
| — |
| | |
| 1,682 |
|
| Asset-backed securities | — |
|
| 943 |
|
| 631 |
| | |
| 1,574 |
|
| Government securities | — |
|
| 12,793 |
|
| — |
| | |
| 12,793 |
|
Other(2) | — |
|
| 6,544 |
|
| 58 |
| | |
| 6,602 |
|
| Total non-U.S. debt securities | — |
|
| 21,962 |
|
| 689 |
| | |
| 22,651 |
|
| State and political subdivisions | — |
|
| 1,918 |
|
| — |
| | |
| 1,918 |
|
| Collateralized mortgage obligations | — |
|
| 195 |
|
| 2 |
| | |
| 197 |
|
| Other U.S. debt securities | — |
|
| 1,658 |
|
| — |
| | |
| 1,658 |
|
| Total available-for-sale investment securities | 1,039 |
|
| 42,825 |
|
| 1,284 |
| | |
| 45,148 |
|
| Other assets: |
|
|
|
| | | | | |
| Derivative instruments: |
|
|
|
| | | | | |
| Foreign exchange contracts | — |
|
| 16,382 |
|
| 4 |
| | $ | (11,210 | ) | | 5,176 |
|
| Interest rate contracts | 13 |
|
| — |
|
| — |
| | — |
| | 13 |
|
| Total derivative instruments | 13 |
|
| 16,382 |
|
| 4 |
| | (11,210 | ) | | 5,189 |
|
| Other | — |
|
| 395 |
|
| — |
| | — |
| | 395 |
|
| Total assets carried at fair value | $ | 1,232 |
|
| $ | 60,282 |
|
| $ | 1,288 |
| | $ | (11,210 | ) | | $ | 51,592 |
|
| Liabilities: |
|
|
|
|
| | | | |
| Accrued expenses and other liabilities: |
|
|
|
|
| | | | |
| Derivative instruments: |
|
|
|
|
| | | | |
| Foreign exchange contracts | $ | — |
|
| $ | 16,518 |
|
| $ | 4 |
| | $ | (11,564 | ) | | $ | 4,958 |
|
| Interest rate contracts | — |
|
| 71 |
|
| — |
| | — |
| | 71 |
|
| Other derivative contracts | — |
|
| 214 |
|
| — |
| | — |
| | 214 |
|
| Total derivative instruments | — |
|
| 16,803 |
|
| 4 |
| | (11,564 | ) | | 5,243 |
|
| Total liabilities carried at fair value | $ | — |
|
| $ | 16,803 |
|
| $ | 4 |
| | $ | (11,564 | ) | | $ | 5,243 |
|
(1) Represents counterparty netting against level 2 financial assets and liabilities where a legally enforceable master netting agreement exists between State Streetus and the counterparty. Netting also reflects asset and liability reductions of $906 million$0.99 billion and $2,356 million,$1.34 billion, respectively, for cash collateral received from and provided to derivative counterparties.
(2) As of December 31, 2016, the fair value of other ABS was primarily composed of $905 million of CLOs.
(3) As of December 31, 2016,2018, the fair value of other non-U.S. debt securities was primarily composedincluded $3.20 billion of $3,769 millionsupranational and non-U.S. agency bonds, $1.33 billion of corporate bonds and $1.30 billion of covered bonds and $988 million of corporate bonds.
State Street Corporation | 134131
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present activity related to our level 3 financial assets during the years ended December 31, 20172019 and 2016,2018, respectively. Transfers into and out of level 3 are reported as of the beginning of the period presented. During the yearyears ended December 31, 2017,2019 and 2018, transfers into level 3 were mainlyprimarily related to certain ABScollateralized loan obligations, collateralized mortgage obligations and MBS, including non-U.S. debt securities, and municipal loans for which fair value was measured using information obtained from third-partythird party sources, including non-binding broker or broker/dealer quotes. During the years ended December 31, 20172019 and 2016,2018, transfers out of level 3 were mainly related to certain ABS, MBS, municipal bonds and ABS, including non-U.S. debt securities, for which fair value was measured using prices for which observable market information became available.
| | | | Fair Value Measurements Using Significant Unobservable Inputs | Fair Value Measurements Using Significant Unobservable Inputs |
| | Year Ended December 31, 2017 | Year Ended December 31, 2019 |
| | Fair Value as of
December 31,
2016 | | Total Realized and
Unrealized Gains (Losses) | | Purchases | | Sales | | Settlements | | Transfers into Level 3 | | Transfers out of Level 3 | | Fair Value as of December 31, 2017(1) | | Change in
Unrealized
Gains
(Losses)
Related to
Financial
Instruments
Held as of
December 31, 2017 | Fair Value as of
December 31,
2018 | | Total Realized and
Unrealized Gains (Losses) | | Purchases | | Sales | | Settlements | | Transfers into Level 3 | | Transfers out of Level 3 | | Fair Value as of December 31, 2019(1) | | Change in Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2019 |
| (In millions) | Recorded in Revenue(1) | | Recorded in Other Comprehensive Income(1) | | | Recorded in Revenue(1) | | Recorded in Other Comprehensive Income(1) | |
| Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| AFS Investment securities: | | | | | | | | | | | | | | | | | | | | |
| Available-for-sale Investment securities: | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 25 |
| | $ | (25 | ) | | $ | — |
| | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 123 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (123 | ) | | $ | — |
| | |
| Asset-backed securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| Student loans | 97 |
| | — |
| | 1 |
| | 200 |
| | — |
| | — |
| | — |
| | (298 | ) | | — |
| | | |
| Other | 905 |
| | 3 |
| | — |
| | 1,035 |
| | (240 | ) | | (620 | ) | | 275 |
| | — |
| | 1,358 |
| | | |
| Collateralized loan obligations | | 593 |
| | 1 |
| | — |
| | 1,065 |
| | — |
| | (342 | ) | | 503 |
| | — |
| | 1,820 |
| | |
| Total asset-backed securities | 1,002 |
|
| 3 |
|
| 1 |
|
| 1,235 |
| | (240 | ) |
| (620 | ) |
| 275 |
|
| (298 | ) |
| 1,358 |
| | | 593 |
|
| 1 |
|
| — |
|
| 1,065 |
|
| — |
|
| (342 | ) |
| 503 |
|
| — |
|
| 1,820 |
| | |
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | — |
| | — |
| | (2 | ) | | 119 |
| | — |
| | 2 |
| | — |
| | — |
| | 119 |
| | | |
| Asset-backed securities | 32 |
| | 1 |
| | — |
| | 370 |
| | (10 | ) | | (11 | ) | | 67 |
| | (47 | ) | | 402 |
| | | 631 |
| | — |
| | (9 | ) | | 340 |
| | — |
| | (36 | ) | | — |
| | (39 | ) | | 887 |
| | |
| Other | 248 |
| | — |
| | 1 |
| | 5 |
| | (81 | ) | | 31 |
| | — |
| | — |
| | 204 |
| | | 58 |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | — |
| | (12 | ) | | 45 |
| | |
| Total non-U.S. debt securities | 280 |
|
| 1 |
|
| (1 | ) |
| 494 |
| | (91 | ) |
| 22 |
|
| 67 |
|
| (47 | ) |
| 725 |
| | | 689 |
|
| — |
|
| (10 | ) |
| 340 |
|
| — |
|
| (36 | ) |
| — |
|
| (51 | ) | | 932 |
| | |
| State and political subdivisions | 39 |
| | — |
| | 2 |
| | — |
| | — |
| | (3 | ) | | 5 |
| | — |
| | 43 |
| | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | |
| Collateralized mortgage obligations | 16 |
| | — |
| | (1 | ) | | 24 |
| | — |
| | — |
| | — |
| | (39 | ) | | — |
| | | 2 |
| | — |
| | — |
| | — |
| | — |
| | (2 | ) | | — |
| | — |
| | — |
| | |
| Other U.S. debt securities | — |
| | — |
| | — |
| | 19 |
| | (19 | ) | | — |
| | — |
| | — |
| | — |
| | | |
| Total AFS investment securities | 1,337 |
|
| 4 |
|
| 1 |
|
| 1,772 |
| | (350 | ) |
| (601 | ) |
| 372 |
|
| (409 | ) |
| 2,126 |
| | | |
| Total Available-for-sale investment securities | | 1,284 |
|
| 1 |
|
| (10 | ) |
| 1,528 |
|
| — |
|
| (380 | ) |
| 503 |
|
| (174 | ) | | 2,752 |
| | |
| Other assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Derivative instruments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | 8 |
| | (7 | ) | | — |
| | 4 |
| | — |
| | (4 | ) | | — |
| | — |
| | 1 |
| | $ | (3 | ) | 4 |
| | (15 | ) | | — |
| | 16 |
| | — |
| | (1 | ) | | — |
| | — |
| | 4 |
| | $ | (11 | ) |
| Total derivative instruments | 8 |
| | (7 | ) | | — |
| | 4 |
| | — |
| | (4 | ) | | — |
| | — |
| | 1 |
| | (3 | ) | 4 |
|
| (15 | ) |
| — |
|
| 16 |
|
| — |
|
| (1 | ) |
| — |
|
| — |
| | 4 |
| | (11 | ) |
| Total assets carried at fair value | $ | 1,345 |
|
| $ | (3 | ) |
| $ | 1 |
|
| $ | 1,776 |
| | $ | (350 | ) |
| $ | (605 | ) |
| $ | 372 |
|
| $ | (409 | ) |
| $ | 2,127 |
| | $ | (3 | ) | $ | 1,288 |
|
| $ | (14 | ) |
| $ | (10 | ) |
| $ | 1,544 |
|
| $ | — |
|
| $ | (381 | ) |
| $ | 503 |
|
| $ | (174 | ) | | $ | 2,756 |
| | $ | (11 | ) |
(1)Total realized and unrealized gains (losses) on AFS investment securities are included within gains (losses) related to investment securities, net. Total realized and unrealized gains (losses) on derivative instruments are included within foreign exchange trading services.
State Street Corporation | 135132
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using Significant Unobservable Inputs |
| | Year Ended December 31, 2016 |
| | Fair Value as of December 31, 2015 | | Total Realized and
Unrealized Gains (Losses) | | Purchases | | Sales | | Settlements | | Transfers
out of
Level 3 | | Fair Value as of December 31,
2016(2) | | Change in Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2016 |
| (In millions) | Recorded
in
Revenue(1) | | Recorded
in Other
Comprehensive
Income(1) | |
| Assets: | | | | | | | | | | | | | | | | | |
| AFS Investment securities: | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies, mortgage-backed securities | $ | — |
| | $ | — |
| | $ | — |
| | $ | 325 |
| | $ | — |
| | $ | — |
| | $ | (325 | ) | | $ | — |
| | |
| Asset-backed securities: | | | | | | | | | | | | | | | | | |
| Student loans | 189 |
| | 1 |
| | 3 |
| | — |
| | $ | — |
| | — |
| | (96 | ) | | 97 |
| | |
| Other | 1,764 |
| | 31 |
| | (23 | ) | | 469 |
| | (82 | ) | | (1,254 | ) | | — |
| | 905 |
| | |
| Total asset-backed securities | 1,953 |
| | 32 |
| | (20 | ) | | 469 |
| | (82 | ) | | (1,254 | ) | | (96 | ) | | 1,002 |
| | |
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | — |
| | — |
| | — |
| | 90 |
| | — |
| | — |
| | (90 | ) | | — |
| | |
| Asset-backed securities | 174 |
| | — |
| | — |
| | 196 |
| | — |
| | (60 | ) | | (278 | ) | | 32 |
| | |
| Other | 255 |
| | — |
| | — |
| | 222 |
| | — |
| | (7 | ) | | (222 | ) | | 248 |
| | |
| Total non-U.S. debt securities | 429 |
| | — |
| | — |
| | 508 |
| | — |
|
| (67 | ) | | (590 | ) | | 280 |
| | |
| State and political subdivisions | 33 |
| | — |
| | 9 |
| | — |
| | — |
| | (3 | ) | | — |
| | 39 |
| | |
| Collateralized mortgage obligations | 39 |
| | — |
| | 2 |
| | 89 |
| | (66 | ) | | (27 | ) | | (21 | ) | | 16 |
| | |
| Other U.S. debt securities | 10 |
| | — |
| | — |
| | — |
| | — |
| | (10 | ) | | — |
| | — |
| | |
| Total AFS investment securities | 2,464 |
| | 32 |
| | (9 | ) | | 1,391 |
| | (148 | ) | | (1,361 | ) | | (1,032 | ) | | 1,337 |
| | |
| Other assets: | | | | | | | | | | | | | | | | | |
| Derivative instruments: | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | 5 |
| | 9 |
| | — |
| | 3 |
| | — |
| | (9 | ) | | — |
| | 8 |
| | $ | 5 |
|
| Total derivative instruments | 5 |
| | 9 |
| | — |
| | 3 |
| | — |
| | (9 | ) |
| — |
| | 8 |
| | 5 |
|
| Total assets carried at fair value | $ | 2,469 |
| | $ | 41 |
| | $ | (9 | ) | | $ | 1,394 |
| | $ | (148 | ) | | $ | (1,370 | ) | | $ | (1,032 | ) | | $ | 1,345 |
| | $ | 5 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Measurements Using Significant Unobservable Inputs |
| | Year Ended December 31, 2018 |
| | Fair Value as of December 31, 2017 | | Total Realized and
Unrealized Gains (Losses) | | Purchases | | Sales | | Settlements | | Transfers
into
Level 3 | | Transfers
out of
Level 3 | | Fair Value as of December 31, 2018(1) | | Change in Unrealized Gains (Losses) Related to Financial Instruments Held as of December 31, 2018 |
| (In millions) | | Recorded
in
Revenue(1) | | Recorded
in Other
Comprehensive
Income(1) | | | | | | | |
| Assets: | | | | | | | | | | | | | | | | | | | |
| Available-for-sale Investment securities: | | | | | | | | | | | | | | | | | | | |
| Asset-backed securities: | | | | | | | | | | | | | | | | | | | |
| Collateralized loan obligations | $ | 1,358 |
| | $ | 4 |
| | $ | (7 | ) | | $ | 351 |
| | $ | (636 | ) | | $ | (268 | ) | | $ | — |
| | $ | (209 | ) | | $ | 593 |
| | |
| Total asset-backed securities | 1,358 |
| | 4 |
| | (7 | ) | | 351 |
| | (636 | ) | | (268 | ) | | — |
| | (209 | ) | | 593 |
| | |
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | 119 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (119 | ) | | — |
| | |
| Asset-backed securities | 402 |
| | — |
| | (14 | ) | | 495 |
| | (310 | ) | | (56 | ) | | 114 |
| | — |
| | 631 |
| | |
| Other | 204 |
| | — |
| | (6 | ) | | 13 |
| | (59 | ) | | (30 | ) | | — |
| | (64 | ) | | 58 |
| | |
| Total non-U.S. debt securities | 725 |
| | — |
| | (20 | ) | | 508 |
| | (369 | ) | | (86 | ) | | 114 |
| | (183 | ) | | 689 |
| | |
| State and political subdivisions | 43 |
| | — |
| | — |
| | — |
| | (37 | ) | | (1 | ) | | — |
| | (5 | ) | | — |
| | |
Collateralized mortgage obligations
| — |
| | — |
| | — |
| | — |
| | — |
| | (6 | ) | | 8 |
| | — |
| | 2 |
| | |
| Total Available-for-sale investment securities | 2,126 |
| | 4 |
| | (27 | ) | | 859 |
| | (1,042 | ) | | (361 | ) | | 122 |
| | (397 | ) | | 1,284 |
| | |
| Other assets: | | | | | | | | | | | | | | | | | | | |
| Derivative instruments: | | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | 1 |
| | (3 | ) | | — |
| | 6 |
| | — |
| | — |
| | — |
| | — |
| | 4 |
| | $ | (3 | ) |
| Total derivative instruments | 1 |
| | (3 | ) | | — |
| | 6 |
| | — |
| | — |
| | — |
| | — |
| | 4 |
| | (3 | ) |
| Total assets carried at fair value | $ | 2,127 |
| | $ | 1 |
| | $ | (27 | ) | | $ | 865 |
| | $ | (1,042 | ) | | $ | (361 | ) | | $ | 122 |
| | $ | (397 | ) | | $ | 1,288 |
| | $ | (3 | ) |
(1) Total realized and unrealized gains (losses) on AFS investment securities are included within gains (losses) related to investment securities, net. Total realized and unrealized gains (losses) on derivative instruments are included within foreign exchange trading services.
(2) There were no transfers of assets into level 3 during the year ended December 31, 2016.
The following table presents quantitative information, as of the dates indicated, about the valuation techniques and significant unobservable inputs used in the valuation of our level 3 financial assets and liabilities measured at fair value on a recurring basis for which we use internally-developed pricing models. The significant unobservable inputs for our level 3 financial assets and liabilities whose fair value is measured using pricing information from non-binding broker or broker/dealer quotes are not included in the table, as the specific inputs applied are not provided by the broker/dealer.
| | | | Quantitative Information about Level 3 Fair Value Measurements | Quantitative Information about Level 3 Fair Value Measurements |
| | Fair Value | | Weighted-Average | Fair Value | | Weighted-Average |
| (Dollars in millions) | As of December 31, 2017 | | As of December 31, 2016 | | Valuation Technique | | Significant
Unobservable Input(1) | | As of December 31, 2017 | | As of December 31, 2016 | As of December 31, 2019 | | As of December 31, 2018 | | Valuation Technique | | Significant Unobservable Input(1) | | As of December 31, 2019 | | As of December 31, 2018 |
| Significant unobservable inputs readily available to State Street: | | | | | | | | Significant unobservable inputs readily available to State Street: |
| Assets: | | | | | | | | | | | | | | | | | | |
| Asset-backed securities, other | $ | — |
| | $ | 1 |
| | Discounted cash flows | | Credit spread | | — | % | | 0.3 | % | |
| State and political subdivisions | — |
| | 39 |
| | Discounted cash flows | | Credit spread | | — |
| | 1.8 |
| |
| Derivative instruments, foreign exchange contracts | 1 |
| | 8 |
| | Option model | | Volatility | | 7.2 |
| | 14.4 |
| |
| Derivative Instruments, foreign exchange contracts | | $ | 4 |
| | $ | 4 |
| | Option model | | Volatility | | 8.2 | % | | 11.4 | % |
| Total | $ | 1 |
| | $ | 48 |
| | | | | $ | 4 |
| | $ | 4 |
| | | | |
| Liabilities: | | | | | | | | | | | | | | |
| Derivative instruments, foreign exchange contracts | $ | 1 |
| | $ | 8 |
| | Option model | | Volatility | | 7.2 |
| | 14.4 |
| $ | 3 |
| | $ | 4 |
| | Option model | | Volatility | | 7.0 | % | | 11.4 | % |
| Total | $ | 1 |
| | $ | 8 |
| | | | | $ | 3 |
| | $ | 4 |
| | | | |
(1) Significant changes in these unobservable inputs wouldmay result in significant changes in fair value measurement.measurement of the derivative instrument.
State Street Corporation | 136133
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Instruments Not Carried at Fair Value Estimates
Estimates of fair value for financial instruments not carried at fair value on a recurring basis in our consolidated statement of condition are generally subjective in nature, and are determined as of a specific point in time based on the characteristics of the financial instruments and relevant market information. Disclosure of fair value estimates is not required by U.S. GAAP for certain items, such as lease financing, equity-methodequity- method investments, obligations for pension and other post-retirement plans, premises and equipment, other intangible assets and income-tax assets and liabilities. Accordingly, aggregate fair-value estimates presented do not purport to represent, and should not be considered representative of, our underlying “market” or franchise value. In addition, because of potential differences in methodologies and assumptions used to estimate fair values, our estimates of fair value should not be compared to those of other financial institutions.
We use the following methods to estimate the fair values of our financial instruments:
For financial instruments that have quoted market prices, those quoted prices are used to estimate fair value.value;
For financial instruments that have no defined maturity, have a remaining maturity of 180 days or less, or reprice frequently to a market rate, we assume that the fair value of these instruments approximates their reported value, after taking into consideration any applicable credit risk.risk; and
For financial instruments for which no quoted market prices are available, fair value is estimated using information obtained from independent third parties, or by discounting the expected cash flows using an estimated current market interest rate for the financial instrument.
The generally short duration of certain of our assets and liabilities results in a significant number of financial instruments for which fair value equals or closely approximates the amount recorded in our consolidated statement of condition. These financial instruments are reported in the following captions in our consolidated statement of condition: cash and due from banks; interest-bearing deposits with banks; securities purchased under resale agreements; accrued interest and fees receivable; deposits; securities sold under repurchase agreements; and other short-term borrowings.
In addition, due to the relatively short duration of certain of our loans, we consider fair value for these loans to approximate their reported value. The fair value of other types of loans, such as senior secured bank loans, commercial real estate loans, purchased receivables and municipal loans is estimated using information obtained from independent third parties or by discounting expected future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities. Commitments to lend have no reported value because their terms are at prevailing market rates.
State Street Corporation | 137
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the reported amounts and estimated fair values of the financial assets and liabilities not carried at fair value, on a recurring basis, as they would be categorized within the fair value hierarchy, as of the dates indicated.
indicated: |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | Fair Value Hierarchy |
| (In millions) | | Reported Amount | | Estimated Fair Value | | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) |
| December 31, 2017 | | | | | | | | | | |
| Financial Assets: | | | | | | | | | | |
| Cash and due from banks | | $ | 2,107 |
| | $ | 2,107 |
| | $ | 2,107 |
| | $ | — |
| | $ | — |
|
| Interest-bearing deposits with banks | | 67,227 |
| | 67,227 |
| | — |
| | 67,227 |
| | — |
|
| Securities purchased under resale agreements | | 3,241 |
| | 3,241 |
| | — |
| | 3,241 |
| | — |
|
| Investment securities held-to-maturity | | 40,458 |
| | 40,255 |
| | 16,814 |
| | 23,318 |
| | 123 |
|
Net loans (excluding leases)(1) | | 22,577 |
| | 22,482 |
| | — |
| | 22,431 |
| | 51 |
|
| Financial Liabilities: | | | | | | | | | | |
| Deposits: | | | | | | | | | | |
| Non-interest-bearing | | $ | 47,175 |
| | $ | 47,175 |
| | $ | — |
| | $ | 47,175 |
| | $ | — |
|
| Interest-bearing - U.S. | | 50,139 |
| | 50,139 |
| | — |
| | 50,139 |
| | — |
|
| Interest-bearing - non-U.S. | | 87,582 |
| | 87,582 |
| | — |
| | 87,582 |
| | — |
|
| Securities sold under repurchase agreements | | 2,842 |
| | 2,842 |
| | — |
| | 2,842 |
| | — |
|
| Other short-term borrowings | | 1,144 |
| | 1,144 |
| | — |
| | 1,144 |
| | — |
|
| Long-term debt | | 11,620 |
| | 11,919 |
| | — |
| | 11,639 |
| | 280 |
|
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | Fair Value Hierarchy |
| (In millions) | Reported Amount |
| Estimated Fair Value |
| Quoted Market Prices in Active Markets (Level 1) |
| Pricing Methods with Significant Observable Market Inputs (Level 2) |
| Pricing Methods with Significant Unobservable Market Inputs (Level 3) |
| December 31, 2019 | | | | | | | | | |
| Financial Assets: | |
| | | | | | | | |
| Cash and due from banks | $ | 3,302 |
| | $ | 3,302 |
| | $ | 3,302 |
| | $ | — |
| | $ | — |
|
| Interest-bearing deposits with banks | 68,965 |
| | 68,965 |
| | — |
| | 68,965 |
| | — |
|
| Securities purchased under resale agreements | 1,487 |
| | 1,487 |
| | — |
| | 1,487 |
| | — |
|
| Investment securities held-to-maturity | 41,782 |
| | 42,157 |
| | 10,299 |
| | 31,682 |
| | 176 |
|
Net loans(1) | 26,235 |
| | 26,292 |
| | — |
| | 24,432 |
| | 1,860 |
|
Other(2) | 7,500 |
| | 7,500 |
| | — |
| | 7,500 |
| | — |
|
| Financial Liabilities: | | | | | | | | | |
| Deposits: | | | | | | | | | |
| Non-interest-bearing | $ | 34,031 |
| | $ | 34,031 |
| | $ | — |
| | $ | 34,031 |
| | $ | — |
|
| Interest-bearing - U.S. | 77,504 |
| | 77,504 |
| | — |
| | 77,504 |
| | — |
|
| Interest-bearing - non-U.S. | 70,337 |
| | 70,337 |
| | — |
| | 70,337 |
| | — |
|
| Securities sold under repurchase agreements | 1,102 |
| | 1,102 |
| | — |
| | 1,102 |
| | — |
|
| Other short-term borrowings | 839 |
| | 839 |
| | — |
| | 839 |
| | — |
|
| Long-term debt | 12,509 |
| | 12,770 |
| | — |
| | 12,621 |
| | 149 |
|
Other(2) | 7,500 |
| | 7,500 |
| | — |
| | 7,500 |
| | — |
|
(1)Includes $3$9 million of loans classified as held-for-sale that were measured at fair value on a non-recurringrecurring basis as of December 31, 2017.2019.
(2) Represents a portion of underlying client assets related to our enhanced custody business, which clients have allowed us to transfer and re-pledge. |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | Fair Value Hierarchy |
| (In millions) | | Reported Amount | | Estimated Fair Value | | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) |
| December 31, 2016 | | | | | | | | | | |
| Financial Assets: | | | | | | | | | | |
| Cash and due from banks | | $ | 1,314 |
| | $ | 1,314 |
| | $ | 1,314 |
| | $ | — |
| | $ | — |
|
| Interest-bearing deposits with banks | | 70,935 |
| | 70,935 |
| | — |
| | 70,935 |
| | — |
|
| Securities purchased under resale agreements | | 1,956 |
| | 1,956 |
| | — |
| | 1,956 |
| | — |
|
| Investment securities held-to-maturity | | 35,169 |
| | 34,994 |
| | 17,400 |
| | 17,439 |
| | 155 |
|
| Net loans (excluding leases) | | 18,862 |
| | 18,877 |
| | — |
| | 18,781 |
| | 96 |
|
| Financial Liabilities: | | | | | | | | | | |
| Deposits: | | | | | | | | | | |
| Non-interest-bearing | | $ | 59,397 |
| | $ | 59,397 |
| | $ | — |
| | $ | 59,397 |
| | $ | — |
|
| Interest-bearing - U.S. | | 30,911 |
| | 30,911 |
| | — |
| | 30,911 |
| | — |
|
| Interest-bearing - non-U.S. | | 96,855 |
| | 96,855 |
| | — |
| | 96,855 |
| | — |
|
| Securities sold under repurchase agreements | | 4,400 |
| | 4,400 |
| | — |
| | 4,400 |
| | — |
|
| Other short-term borrowings | | 1,585 |
| | 1,585 |
| | — |
| | 1,585 |
| | — |
|
| Long-term debt | | 11,430 |
| | 11,618 |
| | — |
| | 11,282 |
| | 336 |
|
State Street Corporation | 138134
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | Fair Value Hierarchy |
| (In millions) | Reported Amount | | Estimated Fair Value | | Quoted Market Prices in Active Markets (Level 1) | | Pricing Methods with Significant Observable Market Inputs (Level 2) | | Pricing Methods with Significant Unobservable Market Inputs (Level 3) |
| December 31, 2018 | | | | | | | | | |
| Financial Assets: | | | | | | | | | |
| Cash and due from banks | $ | 3,212 |
| | $ | 3,212 |
| | $ | 3,212 |
| | $ | — |
| | $ | — |
|
| Interest-bearing deposits with banks | 73,040 |
| | 73,040 |
| | — |
| | 73,040 |
| | — |
|
| Securities purchased under resale agreements | 4,679 |
| | 4,679 |
| | — |
| | 4,679 |
| | — |
|
| Investment securities held-to-maturity | 41,914 |
| | 41,351 |
| | 14,541 |
| | 26,688 |
| | 122 |
|
Net loans (excluding leases)(1) | 25,722 |
| | 25,561 |
| | — |
| | 24,648 |
| | 913 |
|
Other(2) | 8,500 |
| | 8,500 |
| | — |
| | 8,500 |
| | — |
|
| Financial Liabilities: | | | | | | | | | |
| Deposits: | | | | | | | | | |
| Non-interest-bearing | $ | 44,804 |
| | $ | 44,804 |
| | $ | — |
| | $ | 44,804 |
| | $ | — |
|
| Interest-bearing - U.S. | 66,235 |
| | 66,235 |
| | — |
| | 66,235 |
| | — |
|
| Interest-bearing - non-U.S. | 69,321 |
| | 69,321 |
| | — |
| | 69,321 |
| | — |
|
| Securities sold under repurchase agreements | 1,082 |
| | 1,082 |
| | — |
| | 1,082 |
| | — |
|
| Other short-term borrowings | 3,092 |
| | 3,092 |
| | — |
| | 3,092 |
| | — |
|
| Long-term debt | 11,093 |
| | 11,048 |
| | — |
| | 10,865 |
| | 183 |
|
Other(2) | 8,500 |
| | 8,500 |
| | — |
| | 8,500 |
| | — |
|
(1) Includes $10 million of loans classified as held-for-sale that were measured at fair value on a recurring basis as of December 31, 2018.
(2) Represents a portion of underlying client assets related to our enhanced custody business, which clients have allowed us to transfer and re-pledge.
Note 3. Investment Securities
Investment securities held by us are classified as either trading account assets, AFS, HTM or HTMequity securities held at fair value at the time of purchase and reassessed periodically, based on management’s intent.
Generally, trading assets are debt and equity securities purchased in connection with our trading activities and, as such, are expected to be sold in the near term. Our trading activities typically involve active and frequent buying and selling with the objective of generating profits on short-term movements. AFS investment securities are those securities that we intend to hold for an indefinite period of time. AFS investment securities include securities utilized as part of our asset-and-liabilityasset and liability management activities that may be sold in response to changes in interest rates, prepayment risk, liquidity needs or other factors. HTM securities are debt securities that management has the intent and the ability to hold to maturity.
Trading assets are carried at fair value. Both realized and unrealized gains and losses on trading assets are recorded in foreign exchange trading services revenue in our consolidated statement of income. Debt and marketable equityAFS securities classified as AFS are carried at fair value, and after-tax net unrealized gains and losses are recorded in AOCI. Gains or losses realized on sales of AFS investment securities are computed using the specific identification method and are recorded in gains (losses) related to investment securities, net, in our consolidated statement of income. HTM investment securities are carried at cost, adjusted for amortization of premiums and accretion of discounts.
State Street Corporation | 139135
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortized cost, fair value and associated unrealized gains and losses of AFS and HTM investment securities as of the dates indicated:
| | | | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
| | Amortized Cost | | Gross Unrealized | | Fair Value | | Amortized Cost | | Gross Unrealized | | Fair Value | Amortized Cost | | Gross Unrealized | | Fair Value | | Amortized Cost | | Gross Unrealized | | Fair Value |
| (In millions) | Gains | | Losses | | Gains | | Losses | | Gains | | Losses | | Gains | | Losses | |
| Available-for-sale: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | |
|
|
|
|
|
| | | | | | | | | |
| Direct obligations | $ | 222 |
| | $ | 2 |
| | $ | 1 |
| | $ | 223 |
| | $ | 4,265 |
| | $ | 7 |
| | $ | 9 |
| | $ | 4,263 |
| $ | 3,506 |
|
| $ | 9 |
|
| $ | 28 |
|
| $ | 3,487 |
| | $ | 1,035 |
| | $ | 4 |
| | $ | — |
| | $ | 1,039 |
|
| Mortgage-backed securities | 10,975 |
| | 26 |
| | 129 |
| | 10,872 |
| | 13,340 |
| | 76 |
| | 159 |
| | 13,257 |
| 17,599 |
|
| 264 |
|
| 25 |
|
| 17,838 |
| | 16,112 |
| | 37 |
| | 181 |
| | 15,968 |
|
| Total U.S. Treasury and federal agencies | 11,197 |
| | 28 |
| | 130 |
| | 11,095 |
| | 17,605 |
| | 83 |
| | 168 |
| | 17,520 |
| 21,105 |
|
| 273 |
|
| 53 |
|
| 21,325 |
| | 17,147 |
| | 41 |
| | 181 |
| | 17,007 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
Student loans(1) | 3,325 |
| | 37 |
| | 4 |
| | 3,358 |
| | 5,659 |
| | 12 |
| | 75 |
| | 5,596 |
| 532 |
|
| 1 |
|
| 2 |
|
| 531 |
| | 538 |
| | 4 |
| | 1 |
| | 541 |
|
| Credit cards | 1,565 |
| | 2 |
| | 25 |
| | 1,542 |
| | 1,377 |
| | — |
| | 26 |
| | 1,351 |
| 90 |
|
| — |
|
| 1 |
|
| 89 |
| | 609 |
| | — |
| | 26 |
| | 583 |
|
| Sub-prime | — |
| | — |
| | — |
| | — |
| | 289 |
| | 1 |
| | 18 |
| | 272 |
| |
Other(2) | 1,440 |
| | 7 |
| | — |
| | 1,447 |
| | 895 |
| | 10 |
| | — |
| | 905 |
| |
| Collateralized loan obligations | | 1,822 |
|
| 1 |
|
| 3 |
|
| 1,820 |
| | 594 |
| | 1 |
| | 2 |
| | 593 |
|
| Total asset-backed securities | 6,330 |
| | 46 |
| | 29 |
| | 6,347 |
| | 8,220 |
| | 23 |
| | 119 |
| | 8,124 |
| 2,444 |
|
| 2 |
|
| 6 |
|
| 2,440 |
| | 1,741 |
| | 5 |
| | 29 |
| | 1,717 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
| Mortgage-backed securities | 6,664 |
| | 36 |
| | 5 |
| | 6,695 |
| | 6,506 |
| | 35 |
| | 6 |
| | 6,535 |
| 1,978 |
|
| 3 |
|
| 1 |
|
| 1,980 |
| | 1,687 |
| | — |
| | 5 |
| | 1,682 |
|
| Asset-backed securities | 2,942 |
| | 5 |
| | — |
| | 2,947 |
| | 2,513 |
| | 4 |
| | 1 |
| | 2,516 |
| 2,179 |
|
| 2 |
|
| 2 |
|
| 2,179 |
| | 1,580 |
| | — |
| | 6 |
| | 1,574 |
|
| Government securities | 10,754 |
| | 16 |
| | 49 |
| | 10,721 |
| | 5,834 |
| | 8 |
| | 6 |
| | 5,836 |
| 12,243 |
|
| 131 |
|
| 1 |
|
| 12,373 |
| | 12,816 |
| | 22 |
| | 45 |
| | 12,793 |
|
Other(3) | 6,076 |
| | 38 |
| | 6 |
| | 6,108 |
| | 5,587 |
| | 31 |
| | 5 |
| | 5,613 |
| |
Other(2) | | 8,595 |
|
| 73 |
|
| 10 |
|
| 8,658 |
| | 6,600 |
| | 18 |
| | 16 |
| | 6,602 |
|
| Total non-U.S. debt securities | 26,436 |
| | 95 |
| | 60 |
| | 26,471 |
| | 20,440 |
| | 78 |
| | 18 |
| | 20,500 |
| 24,995 |
|
| 209 |
|
| 14 |
|
| 25,190 |
| | 22,683 |
| | 40 |
| | 72 |
| | 22,651 |
|
| State and political subdivisions | 8,929 |
| | 245 |
| | 23 |
| | 9,151 |
| | 10,233 |
| | 201 |
| | 112 |
| | 10,322 |
| |
State and political subdivisions(3) | | 1,725 |
|
| 59 |
|
| 1 |
|
| 1,783 |
| | 1,905 |
| | 20 |
| | 7 |
| | 1,918 |
|
| Collateralized mortgage obligations | 1,060 |
| | 3 |
| | 9 |
| | 1,054 |
| | 2,610 |
| | 18 |
| | 35 |
| | 2,593 |
| 104 |
|
| — |
|
| — |
|
| 104 |
| | 200 |
| | — |
| | 3 |
| | 197 |
|
| Other U.S. debt securities | 2,563 |
| | 12 |
| | 15 |
| | 2,560 |
| | 2,481 |
| | 18 |
| | 30 |
| | 2,469 |
| 2,941 |
|
| 32 |
|
| — |
|
| 2,973 |
| | 1,683 |
| | 1 |
| | 26 |
| | 1,658 |
|
| U.S. equity securities | 40 |
| | 8 |
| | 2 |
| | 46 |
| | 39 |
| | 6 |
| | 3 |
| | 42 |
| |
| Non-U.S. equity securities | — |
| | — |
| | — |
| | — |
| | 3 |
| | — |
| | — |
| | 3 |
| |
| U.S. money-market mutual funds | 397 |
| | — |
| | — |
| | 397 |
| | 409 |
| | — |
| | — |
| | 409 |
| |
| Non-U.S. money-market mutual funds | — |
| | — |
| | — |
| | — |
| | 16 |
| | — |
| | — |
| | 16 |
| |
| Total | $ | 56,952 |
| | $ | 437 |
| | $ | 268 |
| | $ | 57,121 |
| | $ | 62,056 |
| | $ | 427 |
| | $ | 485 |
| | $ | 61,998 |
| $ | 53,314 |
|
| $ | 575 |
|
| $ | 74 |
|
| $ | 53,815 |
| | $ | 45,359 |
| | $ | 107 |
| | $ | 318 |
| | $ | 45,148 |
|
| Held-to-maturity: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
| Direct obligations | $ | 17,028 |
| | $ | — |
| | $ | 143 |
| | $ | 16,885 |
| | $ | 17,527 |
| | $ | 17 |
| | $ | 58 |
| | $ | 17,486 |
| $ | 10,311 |
|
| $ | 24 |
|
| $ | 3 |
|
| $ | 10,332 |
| | $ | 14,794 |
| | $ | — |
| | $ | 199 |
| | $ | 14,595 |
|
| Mortgage-backed securities | 16,651 |
| | 22 |
| | 225 |
| | 16,448 |
| | 10,334 |
| | 20 |
| | 221 |
| | 10,133 |
| 26,297 |
|
| 316 |
|
| 44 |
|
| 26,569 |
| | 21,647 |
| | 24 |
| | 518 |
| | 21,153 |
|
| Total U.S. Treasury and federal agencies | 33,679 |
| | 22 |
| | 368 |
| | 33,333 |
| | 27,861 |
| | 37 |
| | 279 |
| | 27,619 |
| 36,608 |
|
| 340 |
|
| 47 |
|
| 36,901 |
| | 36,441 |
| | 24 |
| | 717 |
| | 35,748 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
|
|
|
|
| | | | | | | | |
Student loans(1) | 3,047 |
| | 32 |
| | 9 |
| | 3,070 |
| | 2,883 |
| | 5 |
| | 30 |
| | 2,858 |
| 3,783 |
|
| 10 |
|
| 41 |
|
| 3,752 |
| | 3,191 |
| | 35 |
| | 10 |
| | 3,216 |
|
| Credit cards | 798 |
| | 2 |
| | — |
| | 800 |
| | 897 |
| | 2 |
| | — |
| | 899 |
| — |
|
| — |
|
| — |
|
| — |
| | 193 |
| | — |
| | — |
| | 193 |
|
| Other | 1 |
| | — |
| | — |
| | 1 |
| | 35 |
| | — |
| | — |
| | 35 |
| — |
|
| — |
|
| — |
|
| — |
| | 1 |
| | — |
| | — |
| | 1 |
|
| Total asset-backed securities | 3,846 |
| | 34 |
| | 9 |
| | 3,871 |
| | 3,815 |
| | 7 |
| | 30 |
| | 3,792 |
| 3,783 |
|
| 10 |
|
| 41 |
|
| 3,752 |
| | 3,385 |
| | 35 |
| | 10 |
| | 3,410 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | |
|
|
|
|
|
|
| | | | | | | | |
| Mortgage-backed securities | 939 |
| | 82 |
| | 6 |
| | 1,015 |
| | 1,150 |
| | 70 |
| | 15 |
| | 1,205 |
| 366 |
|
| 82 |
|
| 6 |
|
| 442 |
| | 638 |
| | 77 |
| | 9 |
| | 706 |
|
| Asset-backed securities | 263 |
| | 1 |
| | — |
| | 264 |
| | 531 |
| | — |
| | — |
| | 531 |
| — |
|
| — |
|
| — |
|
| — |
| | 223 |
| | — |
| | — |
| | 223 |
|
| Government securities | 474 |
| | 2 |
| | — |
| | 476 |
| | 286 |
| | 3 |
| | — |
| | 289 |
| 328 |
|
| — |
|
| — |
|
| 328 |
| | 358 |
| | 1 |
| | — |
| | 359 |
|
| Other | 48 |
| | — |
| | — |
| | 48 |
| | 113 |
| | 1 |
| | — |
| | 114 |
| — |
|
| — |
|
| — |
|
| — |
| | 46 |
| | — |
| | — |
| | 46 |
|
| Total non-U.S. debt securities | 1,724 |
| | 85 |
| | 6 |
| | 1,803 |
| | 2,080 |
| | 74 |
| | 15 |
| | 2,139 |
| 694 |
|
| 82 |
|
| 6 |
|
| 770 |
| | 1,265 |
| | 78 |
| | 9 |
| | 1,334 |
|
| Collateralized mortgage obligations | 1,209 |
| | 45 |
| | 6 |
| | 1,248 |
| | 1,413 |
| | 42 |
| | 11 |
| | 1,444 |
| 697 |
|
| 38 |
|
| 1 |
|
| 734 |
| | 823 |
| | 38 |
| | 2 |
| | 859 |
|
| Total | $ | 40,458 |
| | $ | 186 |
| | $ | 389 |
| | $ | 40,255 |
| | $ | 35,169 |
| | $ | 160 |
| | $ | 335 |
| | $ | 34,994 |
| $ | 41,782 |
|
| $ | 470 |
|
| $ | 95 |
|
| $ | 42,157 |
| | $ | 41,914 |
| | $ | 175 |
| | $ | 738 |
| | $ | 41,351 |
|
(1)Primarily composedcomprised of securities guaranteed by the federal government with respect to at least 97% of defaulted principal and accrued interest on the underlying loans.
(2) As of December 31, 20172019 and December 31, 2016, the fair value of other ABS was primarily composed of $1,447 million and $905 million, respectively, of CLOs.
(3) As of December 31, 2017 and December 31, 2016,2018, the fair value of other non-U.S. debt securities wasincluded $5.50 billion and $3.20 billion, respectively, primarily composed of $3,537 millionsupranational and $3,769 million,non-U.S. agency bonds, $1.78 billion and $1.33 billion, respectively, of corporate bonds and $0.68 billion and $1.30 billion, respectively, of covered bonds and $1,885 million and $988 million, asbonds.
(3) As of December 31, 20172019 and December 31, 2016, respectively,2018, the fair value of corporate bonds.state and political subdivisions includes securities in trusts of $0.94 billion and $1.05 billion respectively. Additional information about these trusts is provided in Note 14.
State Street Corporation | 140136
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Aggregate investment securities with carrying values of approximately $48$49.48 billion and $46$38.87 billion as of December 31, 20172019 and December 31, 2016,2018, respectively, were designated as pledged for public and trust deposits, short-term borrowings and for other purposes as provided by law.
In 2019, 2018 and 2017, we sold $12.2$3.98 billion, of AFS, primarily Agency MBS$2.13 billion and U.S. Treasury securities in our investment portfolio, to position for the then-existing interest rate environment resulting in a pre-tax loss of $39 million.
In 2017, $496 million, respectively, of Agencyagency MBS, previously classified as AFS, were transferred to HTM, and in 2016, $4.9 billion, of Agency MBS and Student Loan ABS previously classified as AFS were transferred to HTM. BothThese transfers reflect our intent to hold these securities until their maturity. These securities were transferred at fair value, which included a net unrealized loss of $2.8$49 million, $53 million and a net unrealized gain of $87$3 million as of December 31, 20172019, 2018 and 2016,2017, respectively, within accumulated other comprehensive loss which will be accreted into interest income over the remaining life of the transferred security (ranging from approximately 10 to 42 years).
In 2018, $1.2 billion of HTM securities, primarily consisting of MBS and CMBS, were transferred to AFS at book value and sold at a pre-tax loss of approximately $36 million, due to our election to make a one-time transfer of securities relating to the adoption of ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.
In 2018, we sold approximately $26 billion of AFS securities, primarily ABS and municipal bonds, resulting in a pre-tax gain of approximately $9 million. In 2017, we sold $12.2 billion of AFS securities, primarily agency MBS and U.S. treasury securities in our investment portfolio, to position for the then existing interest rate environment resulting in a pre-tax loss of $39 million.
The following tables present the aggregate fair values of AFS and HTM investment securities that have been in a continuous unrealized loss position for less than 12 months, and those that have been in a continuous unrealized loss position for 12 months or longer, as of the dates indicated:
| | | | Less than 12 months | | 12 months or longer | | Total | As of December 31, 2019 |
| December 31, 2017 | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | |
| | | Less than 12 months | | 12 months or longer | | Total |
| (In millions) | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Available-for-sale: | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | | | | | |
| Direct obligations | $ | — |
| | $ | — |
| | $ | 67 |
| | $ | 1 |
| | $ | 67 |
| | $ | 1 |
| $ | 1,430 |
| | $ | 28 |
| | $ | — |
| | $ | — |
| | $ | 1,430 |
| | $ | 28 |
|
| Mortgage-backed securities | 5,161 |
| | 31 |
| | 3,341 |
| | 98 |
| | 8,502 |
| | 129 |
| 2,499 |
| | 7 |
| | 1,665 |
| | 18 |
| | 4,164 |
| | 25 |
|
| Total U.S. Treasury and federal agencies | 5,161 |
| | 31 |
| | 3,408 |
| | 99 |
| | 8,569 |
| | 130 |
| 3,929 |
|
| 35 |
|
| 1,665 |
|
| 18 |
|
| 5,594 |
|
| 53 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | | | | | | | | |
| Student loans | — |
| | — |
| | 769 |
| | 4 |
| | 769 |
| | 4 |
| 271 |
| | 1 |
| | 127 |
| | 1 |
| | 398 |
| | 2 |
|
| Credit cards | 1,289 |
| | 25 |
| | — |
| | — |
| | 1,289 |
| | 25 |
| 89 |
| | 1 |
| | — |
| | — |
| | 89 |
| | 1 |
|
| Collateralized loan obligations | | 862 |
| | 2 |
| | 278 |
| | 1 |
| | 1,140 |
| | 3 |
|
| Total asset-backed securities | 1,289 |
|
| 25 |
|
| 769 |
|
| 4 |
|
| 2,058 |
|
| 29 |
| 1,222 |
|
| 4 |
|
| 405 |
|
| 2 |
|
| 1,627 |
|
| 6 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | 1,059 |
| | 4 |
| | 469 |
| | 1 |
| | 1,528 |
| | 5 |
| 228 |
| | — |
| | 220 |
| | 1 |
| | 448 |
| | 1 |
|
| Asset-backed securities | | 672 |
| | 1 |
| | 109 |
| | 1 |
| | 781 |
| | 2 |
|
| Government securities | 7,629 |
| | 48 |
| | 68 |
| | 1 |
| | 7,697 |
| | 49 |
| 3,246 |
| | 1 |
| | — |
| | — |
| | 3,246 |
| | 1 |
|
| Other | 816 |
| | 4 |
| | 289 |
| | 2 |
| | 1,105 |
| | 6 |
| 2,736 |
| | 9 |
| | 187 |
| | 1 |
| | 2,923 |
| | 10 |
|
| Total non-U.S. debt securities | 9,504 |
|
| 56 |
|
| 826 |
|
| 4 |
|
| 10,330 |
|
| 60 |
| 6,882 |
|
| 11 |
|
| 516 |
|
| 3 |
|
| 7,398 |
|
| 14 |
|
| State and political subdivisions | 734 |
| | 6 |
| | 901 |
| | 17 |
| | 1,635 |
| | 23 |
| 163 |
| | — |
| | 22 |
| | 1 |
| | 185 |
| | 1 |
|
| Collateralized mortgage obligations | 399 |
| | 5 |
| | 136 |
| | 4 |
| | 535 |
| | 9 |
| 13 |
| | — |
| | 4 |
| | — |
| | 17 |
| | — |
|
| Other U.S. debt securities | 1,007 |
| | 8 |
| | 345 |
| | 7 |
| | 1,352 |
| | 15 |
| 219 |
| | — |
| | 14 |
| | — |
| | 233 |
| | — |
|
| U.S. equity securities | — |
| | — |
| | 6 |
| | 2 |
| | 6 |
| | 2 |
| |
| Total | $ | 18,094 |
| | $ | 131 |
| | $ | 6,391 |
| | $ | 137 |
| | $ | 24,485 |
| | $ | 268 |
| $ | 12,428 |
| | $ | 50 |
| | $ | 2,626 |
| | $ | 24 |
| | $ | 15,054 |
| | $ | 74 |
|
| Held-to-maturity: | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | | | | | |
| Direct obligations | $ | 14,439 |
| | $ | 109 |
| | $ | 2,447 |
| | $ | 34 |
| | $ | 16,886 |
| | $ | 143 |
| $ | 604 |
| | $ | — |
| | $ | 2,262 |
| | $ | 3 |
| | $ | 2,866 |
| | $ | 3 |
|
| Mortgage-backed securities | 6,785 |
| | 38 |
| | 5,988 |
| | 187 |
| | 12,773 |
| | 225 |
| 6,056 |
| | 31 |
| | 1,606 |
| | 13 |
| | 7,662 |
| | 44 |
|
| Total U.S. Treasury and federal agencies | 21,224 |
| | 147 |
| | 8,435 |
| | 221 |
| | 29,659 |
| | 368 |
| 6,660 |
| | 31 |
| | 3,868 |
| | 16 |
| | 10,528 |
| | 47 |
|
| Asset-backed securities: | | | | | | | | |
|
| |
|
| | | | | | | | |
|
| |
|
|
| Student loans | 440 |
| | 3 |
| | 423 |
| | 6 |
| | 863 |
| | 9 |
| 2,003 |
| | 22 |
| | 778 |
| | 19 |
| | 2,781 |
| | 41 |
|
| Total asset-backed securities | 440 |
| | 3 |
| | 423 |
| | 6 |
|
| 863 |
|
| 9 |
| 2,003 |
| | 22 |
| | 778 |
| | 19 |
|
| 2,781 |
|
| 41 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | | | | | | | |
| Mortgage-backed securities | — |
| | — |
| | 239 |
| | 6 |
| | 239 |
| | 6 |
| — |
| | — |
| | 138 |
| | 6 |
| | 138 |
| | 6 |
|
| Total non-U.S. debt securities | — |
|
| — |
|
| 239 |
|
| 6 |
|
| 239 |
|
| 6 |
| — |
|
| — |
|
| 138 |
|
| 6 |
|
| 138 |
|
| 6 |
|
| Collateralized mortgage obligations | — |
| | — |
| | 276 |
| | 6 |
| | 276 |
| | 6 |
| 13 |
| | — |
| | 110 |
| | 1 |
| | 123 |
| | 1 |
|
| Total | $ | 21,664 |
|
| $ | 150 |
|
| $ | 9,373 |
|
| $ | 239 |
|
| $ | 31,037 |
|
| $ | 389 |
| $ | 8,676 |
|
| $ | 53 |
|
| $ | 4,894 |
|
| $ | 42 |
|
| $ | 13,570 |
|
| $ | 95 |
|
State Street Corporation | 141137
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2018 |
| | Less than 12 months | | 12 months or longer | | Total |
| (In millions) | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| Available-for-sale: | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | |
| Mortgage-backed securities | $ | 5,058 |
| | $ | 21 |
| | $ | 5,089 |
| | $ | 160 |
| | $ | 10,147 |
| | $ | 181 |
|
| Total U.S. Treasury and federal agencies | 5,058 |
| | 21 |
| | 5,089 |
| | 160 |
| | 10,147 |
| | 181 |
|
| Asset-backed securities: | | | | | | | | | | | |
| Student loans | 106 |
| | — |
| | 218 |
| | 1 |
| | 324 |
| | 1 |
|
| Credit cards | 90 |
| | — |
| | 493 |
| | 26 |
| | 583 |
| | 26 |
|
| Collateralized loan obligations | 548 |
| | 2 |
| | — |
| | — |
| | 548 |
| | 2 |
|
| Total asset-backed securities | 744 |
| | 2 |
| | 711 |
| | 27 |
| | 1,455 |
| | 29 |
|
| Non-U.S. debt securities: | | | | | | | | | | | |
| Mortgage-backed securities | 1,407 |
| | 4 |
| | 118 |
| | 1 |
| | 1,525 |
| | 5 |
|
| Asset-backed securities | 1,479 |
| | 6 |
| | — |
| | — |
| | 1,479 |
| | 6 |
|
| Government securities | 5,478 |
| | 45 |
| | — |
| | — |
| | 5,478 |
| | 45 |
|
| Other | 2,167 |
| | 12 |
| | 226 |
| | 4 |
| | 2,393 |
| | 16 |
|
| Total non-U.S. debt securities | 10,531 |
| | 67 |
| | 344 |
| | 5 |
| | 10,875 |
| | 72 |
|
| State and political subdivisions | 365 |
| | 3 |
| | 244 |
| | 4 |
| | 609 |
| | 7 |
|
| Collateralized mortgage obligations | 181 |
| | 3 |
| | 14 |
| | — |
| | 195 |
| | 3 |
|
| Other U.S. debt securities | 861 |
| | 14 |
| | 484 |
| | 12 |
| | 1,345 |
| | 26 |
|
| Total | $ | 17,740 |
| | $ | 110 |
| | $ | 6,886 |
| | $ | 208 |
| | $ | 24,626 |
| | $ | 318 |
|
| Held-to-maturity: | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | |
| Direct obligations | $ | 2,192 |
| | $ | 45 |
| | $ | 12,403 |
| | $ | 154 |
| | $ | 14,595 |
| | $ | 199 |
|
| Mortgage-backed securities | 6,502 |
| | 103 |
| | 10,648 |
| | 415 |
| | 17,150 |
| | 518 |
|
| Total U.S. Treasury and federal agencies | 8,694 |
| | 148 |
| | 23,051 |
| | 569 |
| | 31,745 |
| | 717 |
|
| Asset-backed securities: | | | | | | | | | | | |
| Student loans | 481 |
| | 4 |
| | 536 |
| | 6 |
| | 1,017 |
| | 10 |
|
| Total asset-backed securities | 481 |
| | 4 |
| | 536 |
| | 6 |
| | 1,017 |
| | 10 |
|
| Non-U.S. debt securities: | | | | | | | | | | | |
| Mortgage-backed securities | 184 |
| | 2 |
| | 119 |
| | 7 |
| | 303 |
| | 9 |
|
| Total non-U.S. debt securities | 184 |
| | 2 |
| | 119 |
| | 7 |
| | 303 |
| | 9 |
|
| Collateralized mortgage obligations | 102 |
| | 1 |
| | 51 |
| | 1 |
| | 153 |
| | 2 |
|
| Total | $ | 9,461 |
| | $ | 155 |
| | $ | 23,757 |
| | $ | 583 |
| | $ | 33,218 |
| | $ | 738 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | 12 months or longer | | Total |
| December 31, 2016 | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses | | Fair Value | | Gross Unrealized Losses |
| (In millions) | | | | | |
| Available-for-sale: | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | |
| Direct obligations | $ | 651 |
| | $ | 8 |
| | $ | 180 |
| | $ | 1 |
| | $ | 831 |
| | $ | 9 |
|
| Mortgage-backed securities | 7,072 |
| | 131 |
| | 1,114 |
| | 28 |
| | 8,186 |
| | 159 |
|
| Total U.S. Treasury and federal agencies | 7,723 |
| | 139 |
| | 1,294 |
| | 29 |
| | 9,017 |
| | 168 |
|
| Asset-backed securities: | | | | | | | | | | | |
| Student loans | 54 |
| | — |
| | 3,745 |
| | 75 |
| | 3,799 |
| | 75 |
|
| Credit cards | 795 |
| | 1 |
| | 494 |
| | 25 |
| | 1,289 |
| | 26 |
|
| Sub-prime | 1 |
| | — |
| | 252 |
| | 18 |
| | 253 |
| | 18 |
|
| Other | 75 |
| | — |
| | — |
| | — |
| | 75 |
| | — |
|
| Total asset-backed securities | 925 |
| | 1 |
| | 4,491 |
| | 118 |
| | 5,416 |
| | 119 |
|
| Non-U.S. debt securities: | | | | | | | | | | | |
| Mortgage-backed securities | 442 |
| | 1 |
| | 893 |
| | 5 |
| | 1,335 |
| | 6 |
|
| Asset-backed securities | 253 |
| | — |
| | 276 |
| | 1 |
| | 529 |
| | 1 |
|
| Government securities | 1,314 |
| | 6 |
| | — |
| | — |
| | 1,314 |
| | 6 |
|
| Other | 670 |
| | 4 |
| | 218 |
| | 1 |
| | 888 |
| | 5 |
|
| Total non-U.S. debt securities | 2,679 |
| | 11 |
| | 1,387 |
| | 7 |
| | 4,066 |
| | 18 |
|
| State and political subdivisions | 3,390 |
| | 102 |
| | 304 |
| | 10 |
| | 3,694 |
| | 112 |
|
| Collateralized mortgage obligations | 1,259 |
| | 31 |
| | 162 |
| | 4 |
| | 1,421 |
| | 35 |
|
| Other U.S. debt securities | 944 |
| | 24 |
| | 157 |
| | 6 |
| | 1,101 |
| | 30 |
|
| U.S. equity securities | 8 |
| | — |
| | 5 |
| | 3 |
| | 13 |
| | 3 |
|
| Total | $ | 16,928 |
| | $ | 308 |
| | $ | 7,800 |
| | $ | 177 |
| | $ | 24,728 |
| | $ | 485 |
|
| Held-to-maturity: | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | |
| Direct obligations | $ | 8,891 |
| | $ | 57 |
| | $ | 86 |
| | $ | 1 |
| | $ | 8,977 |
| | $ | 58 |
|
| Mortgage-backed securities | 6,838 |
| | 221 |
| | — |
| | — |
| | 6,838 |
| | 221 |
|
| Total U.S. Treasury and federal agencies | 15,729 |
| | 278 |
| | 86 |
| | 1 |
| | 15,815 |
| | 279 |
|
| Asset-backed securities: | | | | | | | | | | | |
| Student loans | 705 |
| | 9 |
| | 1,235 |
| | 21 |
| | 1,940 |
| | 30 |
|
| Credit cards | 33 |
| | — |
| | — |
| | — |
| | 33 |
| | — |
|
| Other | 18 |
| | — |
| | 9 |
| | — |
| | 27 |
| | — |
|
| Total asset-backed securities | 756 |
| | 9 |
| | 1,244 |
| | 21 |
| | 2,000 |
| | 30 |
|
| Non-U.S. debt securities: | | | | | | | | | | | |
| Mortgage-backed securities | 54 |
| | 2 |
| | 330 |
| | 13 |
| | 384 |
| | 15 |
|
| Asset-backed securities | 28 |
| | — |
| | 35 |
| | — |
| | 63 |
| | — |
|
| Government securities | 180 |
| | — |
| | — |
| | — |
| | 180 |
| | — |
|
| Total non-U.S. debt securities | 262 |
| | 2 |
| | 365 |
| | 13 |
| | 627 |
| | 15 |
|
| Collateralized mortgage obligations | 537 |
| | 4 |
| | 204 |
| | 7 |
| | 741 |
| | 11 |
|
| Total | $ | 17,284 |
| | $ | 293 |
| | $ | 1,899 |
| | $ | 42 |
| | $ | 19,183 |
| | $ | 335 |
|
State Street Corporation | 142138
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the amortized cost and the fair value of contractual maturities of debt investment securities by carrying amount as of December 31, 2017.2019. The maturities of certain ABS, MBS and CMOscollateralized mortgage obligations are based on expected principal payments. Actual maturities may differ from these expected maturities since certain borrowers have the right to prepay obligations with or without prepayment penalties.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2019 |
| (In millions) | Under 1 Year | | 1 to 5 Years | | 6 to 10 Years | | Over 10 Years | | Total |
| | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| Available-for-sale: | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | | |
| Direct obligations | $ | 1,050 |
| | $ | 1,058 |
| | $ | 1,009 |
| | $ | 1,010 |
| | $ | 1,448 |
| | $ | 1,419 |
| | $ | — |
| | $ | — |
| | $ | 3,507 |
| | $ | 3,487 |
|
| Mortgage-backed securities | 116 |
| | 118 |
| | 971 |
| | 970 |
| | 2,954 |
| | 2,951 |
| | 13,558 |
| | 13,799 |
| | 17,599 |
| | 17,838 |
|
| Total U.S. Treasury and federal agencies | 1,166 |
| | 1,176 |
| | 1,980 |
| | 1,980 |
| | 4,402 |
| | 4,370 |
| | 13,558 |
| | 13,799 |
| | 21,106 |
| | 21,325 |
|
| Asset-backed securities: | | | | | | | | | | | | | | | | |
| | |
| Student loans | 72 |
| | 72 |
| | 185 |
| | 184 |
| | 96 |
| | 96 |
| | 180 |
| | 179 |
| | 533 |
| | 531 |
|
| Credit cards | — |
| | — |
| | — |
| | — |
| | 90 |
| | 89 |
| | — |
| | — |
| | 90 |
| | 89 |
|
| Collateralized loan obligations | — |
| | — |
| | 745 |
| | 745 |
| | 959 |
| | 958 |
| | 117 |
| | 117 |
| | 1,821 |
| | 1,820 |
|
| Total asset-backed securities | 72 |
| | 72 |
| | 930 |
| | 929 |
| | 1,145 |
| | 1,143 |
| | 297 |
| | 296 |
| | 2,444 |
| | 2,440 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
| | |
| Mortgage-backed securities | 430 |
|
| 430 |
| | 568 |
| | 569 |
|
| 196 |
| | 196 |
|
| 784 |
| | 785 |
| | 1,978 |
| | 1,980 |
|
| Asset-backed securities | 487 |
|
| 487 |
| | 981 |
| | 981 |
|
| 366 |
| | 366 |
|
| 345 |
| | 345 |
| | 2,179 |
| | 2,179 |
|
| Government securities | 4,183 |
|
| 4,183 |
| | 7,270 |
| | 7,381 |
|
| 791 |
| | 809 |
|
| — |
| | — |
| | 12,244 |
| | 12,373 |
|
| Other | 883 |
|
| 884 |
| | 6,634 |
| | 6,689 |
|
| 1,057 |
| | 1,063 |
|
| 19 |
| | 22 |
| | 8,593 |
| | 8,658 |
|
| Total non-U.S. debt securities | 5,983 |
| | 5,984 |
| | 15,453 |
| | 15,620 |
| | 2,410 |
| | 2,434 |
| | 1,148 |
| | 1,152 |
| | 24,994 |
| | 25,190 |
|
| State and political subdivisions | 236 |
|
| 238 |
| | 622 |
| | 635 |
|
| 526 |
| | 554 |
|
| 341 |
| | 356 |
| | 1,725 |
| | 1,783 |
|
| Collateralized mortgage obligations | — |
|
| — |
| | — |
| | — |
|
| — |
| | — |
|
| 104 |
| | 104 |
| | 104 |
| | 104 |
|
| Other U.S. debt securities | 759 |
|
| 760 |
| | 2,056 |
| | 2,083 |
|
| 126 |
| | 130 |
|
| — |
| | — |
| | 2,941 |
| | 2,973 |
|
| Total | $ | 8,216 |
| | $ | 8,230 |
| | $ | 21,041 |
| | $ | 21,247 |
| | $ | 8,609 |
| | $ | 8,631 |
| | $ | 15,448 |
| | $ | 15,707 |
| | $ | 53,314 |
| | $ | 53,815 |
|
| Held-to-maturity: | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | | | | | | | | | | | |
| Direct obligations | $ | 4,116 |
|
| $ | 4,114 |
| | $ | 6,161 |
| | $ | 6,185 |
|
| $ | 5 |
| | $ | 5 |
|
| $ | 29 |
| | $ | 29 |
| | $ | 10,311 |
| | $ | 10,333 |
|
| Mortgage-backed securities | 9 |
|
| 9 |
| | 438 |
| | 439 |
|
| 2,515 |
| | 2,539 |
|
| 23,335 |
| | 23,581 |
| | 26,297 |
| | 26,568 |
|
| Total U.S. Treasury and federal agencies | 4,125 |
|
| 4,123 |
|
| 6,599 |
|
| 6,624 |
|
| 2,520 |
|
| 2,544 |
|
| 23,364 |
|
| 23,610 |
|
| 36,608 |
|
| 36,901 |
|
| Asset-backed securities: |
|
| | |
|
| | |
|
|
| | |
|
|
| | | |
|
| | |
| Student loans | 96 |
|
| 92 |
| | 207 |
| | 206 |
|
| 408 |
| | 402 |
|
| 3,072 |
| | 3,051 |
| | 3,783 |
| | 3,751 |
|
| Total asset-backed securities | 96 |
|
| 92 |
|
| 207 |
|
| 206 |
|
| 408 |
|
| 402 |
|
| 3,072 |
|
| 3,051 |
|
| 3,783 |
|
| 3,751 |
|
| Non-U.S. debt securities: | | | | | | | | | | | | | | | | |
| | |
| Mortgage-backed securities | 16 |
|
| 16 |
| | 33 |
| | 33 |
|
| 4 |
| | 4 |
|
| 313 |
| | 390 |
| | 366 |
| | 443 |
|
| Government securities | 328 |
|
| 328 |
| | — |
| | — |
|
| — |
| | — |
|
| — |
| | — |
| | 328 |
| | 328 |
|
| Total non-U.S. debt securities | 344 |
|
| 344 |
|
| 33 |
|
| 33 |
|
| 4 |
|
| 4 |
|
| 313 |
|
| 390 |
|
| 694 |
|
| 771 |
|
| Collateralized mortgage obligations | 2 |
|
| 3 |
| | 283 |
| | 287 |
|
| 13 |
| | 13 |
|
| 399 |
| | 431 |
| | 697 |
| | 734 |
|
| Total | $ | 4,567 |
|
| $ | 4,562 |
|
| $ | 7,122 |
|
| $ | 7,150 |
|
| $ | 2,945 |
|
| $ | 2,963 |
|
| $ | 27,148 |
|
| $ | 27,482 |
|
| $ | 41,782 |
|
| $ | 42,157 |
|
|
| | | | | | | | | | | | | | | | | | | |
| December 31, 2017 | Under 1 Year | | 1 to 5 Years | | 6 to 10 Years | | Over 10 Years | | Total |
| (In millions) | | | | |
| Available-for-sale: | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | |
| Direct obligations | $ | — |
| | $ | 12 |
| | $ | 6 |
| | $ | 205 |
| | $ | 223 |
|
| Mortgage-backed securities | 96 |
| | 762 |
| | 3,123 |
| | 6,891 |
| | 10,872 |
|
| Total U.S. Treasury and federal agencies | 96 |
| | 774 |
| | 3,129 |
| | 7,096 |
| | 11,095 |
|
| Asset-backed securities: | | | | | | | | | |
| Student loans | 289 |
| | 1,044 |
| | 685 |
| | 1,340 |
| | 3,358 |
|
| Credit cards | — |
| | 1,290 |
| | 252 |
| | — |
| | 1,542 |
|
| Other | — |
| | 350 |
| | 956 |
| | 141 |
| | 1,447 |
|
| Total asset-backed securities | 289 |
| | 2,684 |
| | 1,893 |
| | 1,481 |
| | 6,347 |
|
| Non-U.S. debt securities: | | | | | | | | | |
| Mortgage-backed securities | 551 |
|
| 4,502 |
|
| 602 |
|
| 1,040 |
| | 6,695 |
|
| Asset-backed securities | 205 |
|
| 2,185 |
|
| 557 |
|
| — |
| | 2,947 |
|
| Government securities | 2,195 |
|
| 3,201 |
|
| 4,448 |
|
| 877 |
| | 10,721 |
|
| Other | 1,078 |
|
| 4,235 |
|
| 758 |
|
| 37 |
| | 6,108 |
|
| Total non-U.S. debt securities | 4,029 |
| | 14,123 |
| | 6,365 |
| | 1,954 |
| | 26,471 |
|
| State and political subdivisions | 474 |
|
| 2,415 |
|
| 4,724 |
|
| 1,538 |
| | 9,151 |
|
| Collateralized mortgage obligations | 3 |
|
| 145 |
|
| 170 |
|
| 736 |
| | 1,054 |
|
| Other U.S. debt securities | 296 |
|
| 1,097 |
|
| 1,107 |
|
| 60 |
| | 2,560 |
|
| Total | $ | 5,187 |
| | $ | 21,238 |
| | $ | 17,388 |
| | $ | 12,865 |
| | $ | 56,678 |
|
| Held-to-maturity: | | | | | | | | | |
| U.S. Treasury and federal agencies: | | | | | | | | | |
| Direct obligations | $ | 1,988 |
|
| $ | 14,968 |
|
| $ | 14 |
|
| $ | 58 |
| | $ | 17,028 |
|
| Mortgage-backed securities | — |
|
| 162 |
|
| 1,605 |
|
| 14,884 |
| | 16,651 |
|
| Total U.S. Treasury and federal agencies | 1,988 |
| | 15,130 |
| | 1,619 |
| | 14,942 |
| | 33,679 |
|
| Asset-backed securities: |
|
|
|
|
|
|
|
|
|
| | |
| Student loans | 35 |
|
| 245 |
|
| 265 |
|
| 2,502 |
| | 3,047 |
|
| Credit cards | 178 |
|
| 620 |
|
| — |
|
| — |
| | 798 |
|
| Other | — |
|
| — |
|
| — |
|
| 1 |
| | 1 |
|
| Total asset-backed securities | 213 |
| | 865 |
| | 265 |
| | 2,503 |
| | 3,846 |
|
| Non-U.S. debt securities: | | | | | | | | | |
| Mortgage-backed securities | 132 |
|
| 217 |
|
| 45 |
|
| 545 |
| | 939 |
|
| Asset-backed securities | 26 |
|
| 237 |
|
| — |
|
| — |
| | 263 |
|
| Government securities | 353 |
|
| 121 |
|
| — |
|
| — |
| | 474 |
|
| Other | — |
|
| 48 |
|
| — |
|
| — |
| | 48 |
|
| Total non-U.S. debt securities | 511 |
| | 623 |
| | 45 |
| | 545 |
| | 1,724 |
|
| Collateralized mortgage obligations | 8 |
|
| 144 |
|
| 343 |
|
| 714 |
| | 1,209 |
|
| Total | $ | 2,720 |
| | $ | 16,762 |
| | $ | 2,272 |
| | $ | 18,704 |
| | $ | 40,458 |
|
State Street Corporation | 143139
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present gross realized gains and losses from sales of AFS investment securities, and the components of net impairment losses included in net gains and losses related to investment securities for the periods indicated.indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Gross realized gains from sales of AFS investment securities | $ | 31 |
| | $ | 205 |
| | $ | 74 |
|
| Gross realized losses from sales of AFS investment securities | (32 | ) | | (196 | ) | | (113 | ) |
| Net impairment losses: | | | | | |
| Gross losses from OTTI | — |
| | (3 | ) | | — |
|
| Net impairment losses | — |
| | (3 | ) | | — |
|
| Gains (losses) related to investment securities, net | (1 | ) | | 6 |
| | (39 | ) |
| Net impairment losses, recognized in our consolidated statement of income, were composed of the following: | | | | | |
| Impairment associated with adverse changes in timing of expected future cash flows | — |
| | (3 | ) | | — |
|
| Net impairment losses | $ | — |
| | $ | (3 | ) | | $ | — |
|
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Gross realized gains from sales of AFS investment securities | | $ | 74 |
| | $ | 15 |
| | $ | 57 |
|
| Gross realized losses from sales of AFS investment securities | | (113 | ) | | (5 | ) | | (62 | ) |
| Net impairment losses: | | | | | | |
| Gross losses from OTTI | | — |
| | (2 | ) | | (1 | ) |
| Losses reclassified (from) to other comprehensive income | | — |
| | (1 | ) | | — |
|
Net impairment losses(1) | | — |
| | (3 | ) | | (1 | ) |
| Gains (losses) related to investment securities, net | | $ | (39 | ) | | $ | 7 |
| | $ | (6 | ) |
(1) Net impairment losses, recognized in our consolidated statement of income, were composed of the following: | | | | | | |
| Impairment associated with expected credit losses | | $ | — |
| | $ | (1 | ) | | $ | — |
|
| Impairment associated with adverse changes in timing of expected future cash flows | | — |
| | (2 | ) | | (1 | ) |
| Net impairment losses | | $ | — |
| | $ | (3 | ) | | $ | (1 | ) |
The following table presents a roll-forward with respect to net impairment losses that have been recognized in income for the periods indicated.indicated: |
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Balance, beginning of period | $ | 78 |
| | $ | 77 |
| | $ | 79 |
|
Additions(1): | | | | | |
| Other-than-temporary-impairment recognized | — |
| | 3 |
| | — |
|
Deductions(2): | | | | | |
| Realized losses on securities sold or matured | (8 | ) | | (2 | ) | | (2 | ) |
| Balance, end of period | $ | 70 |
| | $ | 78 |
| | $ | 77 |
|
|
| | | | | | | | | | | | |
| | | Years Ended December 31, |
| (In millions) | | 2017 | | 2016 | | 2015 |
| Balance, beginning of period | | $ | 66 |
| | $ | 92 |
| | $ | 115 |
|
| Additions: | | | | | | |
| Losses for which OTTI was previously recognized | | — |
| | 2 |
| | 1 |
|
| Deductions: | | | | | | |
| Previously recognized losses related to securities sold or matured | | (2 | ) | | (28 | ) | | (24 | ) |
| Balance, end of period | | $ | 64 |
| | $ | 66 |
| | $ | 92 |
|
(2) Deductions represent impairments on securities that have been sold or matured, are required to be sold, or for which management intends to sell.
Interest income related to debt securities is recognized in our consolidated statement of income using the effective interest method, or on a basis approximating a level rate of return over the contractual or estimated life of the security. The level rate of return considers any non-refundable fees or costs, as well as purchase premiums or discounts, adjusted as prepayments occur, resulting in amortization or accretion, accordingly.
For certain debt securities acquired which are considered to be beneficial interests in securitized financial assets, the excess of our estimate of undiscounted future cash flows from these securities over their initial recorded investment is accreted into interest income on a level-yield basis over the securities’ estimated remaining terms. Subsequent decreases in these securities’ expected future cash flows are either recognized prospectively through an adjustment of the yields on the securities over their remaining terms, or
Increases in expected future cash flows are recognized prospectively over the securities’ estimated remaining terms through the recalculation of their yields.
Impairment
We conduct periodic reviews of individual securities to assess whether OTTI exists. Impairment exists when the current fair value of an individual security is below its amortized cost basis. For AFS and HTM debt securities, impairment is recorded in our consolidated statement of income when management intends to sell (or may be required to sell) the securities before they recover in value, or when management expects the present value of cash flows expected to be collected from the securities to be less than the amortized cost of the impaired security (a credit loss).
Our review of impaired securities generally includes:
the identification and evaluation of securities that have indications of potential OTTI, such as issuer-specific concerns, including deteriorating financial condition or bankruptcy;
the analysis of expected future cash flows of securities, based on quantitative and qualitative factors;
the analysis of the collectability of those future cash flows, including information about past events, current conditions, and reasonable and supportable forecasts;
the analysis of the underlying collateral for MBS and ABS;
the analysis of individual impaired securities, including consideration of the length of time the security has been in an unrealized loss position, the anticipated recovery period, and the magnitude of the overall price decline;
evaluation of factors or triggers that could cause individual securities to be deemed OTTI and those that would not support OTTI; and
documentation of the results of these analyses.
Factors considered in determining whether impairment is other than temporary include:
certain macroeconomic drivers;
certain industry-specific drivers;
the length of time the security has been impaired;
the severity of the impairment;
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the cause of the impairment and the financial condition and near-term prospects of the issuer;
activity in the market with respect to the issuer's securities, which may indicate adverse credit conditions; and
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our intention not to sell, and the likelihood that we will not be required to sell, the security for a period of time sufficient to allow for its recovery in value.
Substantially all of our investment securities portfolio is composed of debt securities. A critical component of our assessment of OTTI of these debt securities is the identification of credit-impaired securities for which management does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security.
Debt securities that are not deemed to be credit-impaired are subject to additional management analysis to assess whether management intends to sell, or, more likely than not, would be required to sell, the security before the expected recovery of its amortized cost basis.
The following provides a description of our process for the identification and assessment of OTTI, as well as information about OTTI recorded in 2017, 2016 and 2015 and changes in period-end unrealized losses, for major security types as of December 31, 2017.
U.S. Agency Securities
Our portfolio of U.S. agency direct obligations and MBS receives the implicit or explicit backing of the U.S. government in conjunction with specified financial support of the U.S. Treasury. We recorded no OTTI on these securities in 2017, 2016 or 2015. The overall increase in the unrealized losses on these securities as of December 31, 2017 was primarily attributable to interest rate increases in 2017.
Asset-Backed Securities - Student Loans
Asset-backed securities collateralized by student loans are primarily composed of securities collateralized by FFELP loans. FFELP loans benefit from a federal government guarantee of at least 97% of defaulted principal and accrued interest, with additional credit support provided to our securities in the form of over-collateralization, subordination and excess spread, which collectively total in excess of 100%. Accordingly, the vast majority of FFELP loan-backed securities are protected from traditional consumer credit risk.
We recorded no OTTI on these securities in 2017, 2016 or 2015.The improvement in the mark to market for our FFELP loan-backed securities portfolio as of December 31, 2017 was primarily attributable to the tightening FFELP spreads.
Our assessment of OTTI of these securities considers, among many other factors, the strength of the U.S. government guarantee, the performance of the underlying collateral, and the remaining average term of the FFELP loan-backed securities portfolio, which was approximately 4.6 years as of December 31, 2017.
In general, the rating agencies have largely completed their downgrade review of FFELP loan-backed securities due to potential extension of student loan repayments beyond the securities’ legal final maturity dates. At this time, we do not expect a significant number of additional downgrades related to potential legal final maturity breaches. Based on the limited price impact on the overall FFELP loan-backed securities portfolio and recent remedial actions by issuers, including amending loan-backed securities’ maturity dates and exercising cleanup calls, the credit quality of the FFELP loan-backed securities portfolio remains stable and we, as a bondholder, remain protected from principal loss as a result of the aforementioned federal government guarantee and over-collateralization. Downside risks remain should remedial actions fail to address the extension risks.
Our total exposure to private student loan-backed securities was less than $70 million as of December 31, 2017. Our assessment of OTTI of private student loan-backed securities considers, among other factors, the impact of high unemployment rates on the collateral performance of private student loans. We recorded no OTTI on these securities in 2017, 2016 or 2015.
Non-U.S. Mortgage- and Asset-Backed Securities
Non-U.S. mortgage- and asset-backed securities are primarily composed of U.K., Australian and Dutch securities collateralized by residential mortgages and German and U.K. securities collateralized by automobile loans and leases. Our assessment of impairment with respect to these securities considers the location of the underlying collateral, collateral enhancement and structural features, expected credit losses under base-case and stressed conditions and the macroeconomic outlook for the country in which the collateral is located, including housing prices and unemployment. Where appropriate, any potential loss after consideration of the above-referenced factors is further evaluated to determine whether any OTTI exists.
We recorded OTTI of less than $1 million, $2$3 million and less than $1 million of OTTI, included in other income, in the years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively, on non-U.S. residential MBS, which resulted from adverse changes in the timing of expected future cash flows from thenon-U.S. mortgage- and asset backed securities.
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Our assessment of OTTI of these securities takes into account government intervention in the corresponding mortgage markets and assumes a baseline macroeconomic environment for this region, factoring in slower economic growth and continued government austerity measures. In addition, we perform stress testing and sensitivity analysis in order to understand the impact of more severe assumptions on potential OTTI.
State and Political Subdivisions and Other U.S. Debt Securities
Our municipal securities portfolio primarily includes securities issued by U.S. states and their municipalities. A portion of this portfolio is held in connection with our tax-exempt investment program, more fully described in Note 14. Our portfolio of other U.S. debt securities is primarily composed of securities issued by U.S. corporations.
Our assessment of OTTI of these portfolios considers, among other factors, adverse conditions specifically related to the industry, geographic area or financial condition of the issuer; the structure of the security, including collateral, if any, and payment schedule; rating agency changes to the security's credit rating; the volatility of the fair value changes; and our intent and ability to hold the security until its recovery in value. If the impairment of the security is credit-related, we estimate the future cash flows from the security, tailored to the security and considering the above-described factors, and any resulting impairment deemed to be other-than-temporary is recorded in our consolidated statement of income.
We recorded no OTTI on these securities in 2017, 2016 or 2015. The decline in the unrealized losses on these securities as of December 31, 2017 was primarily attributable to the narrowing of spreads and U.S. Treasury rates in 2017.
U.S. Non-Agency Residential Mortgage-Backed Securities
We assess OTTI of our portfolio of U.S. non-agency residential mortgage-backed securities using cash flow models, tailored for each security, that estimate the future cash flows from the underlying mortgages, using the security-specific collateral and transaction structure. Estimates of future cash flows are subject to management judgment. The future cash flows and performance of our portfolio of U.S. non-agency residential mortgage-backed securities are a function of a number of factors, including, but not limited to, the condition of the U.S. economy, the condition of the U.S. residential mortgage markets, and the level of loan defaults, prepayments and loss severities. Management's estimates of future losses for each security also consider the underwriting and historical performance of each specific security, the underlying collateral type, vintage, borrower profile,
third-party guarantees, current levels of subordination, geography and other factors.
We recorded no OTTI on these securities in 2017, 2016 or 2015.
U.S. Non-Agency Commercial Mortgage-Backed Securities
With respect to our portfolio of U.S. non-agency commercial mortgage-backed securities, OTTI is assessed by considering a number of factors, including, but not limited to, the condition of the U.S. economy and the condition of the U.S. commercial real estate market, as well as capitalization rates. Management estimates of future losses for each security also consider the underlying collateral type, property location, vintage, debt-service coverage ratios, expected property income, servicer advances and estimated property values, as well as current levels of subordination. We recorded no OTTI on these securities in 2017 and 2015. In 2016 we recorded $1 million of OTTI on these securities, all associated with expected credit losses.
The estimates, assumptions and other risk factors utilized in our assessment of impairment as described above are used by management to identify securities which are subject to further analysis of potential credit losses. Additional analyses are performed using more stressful assumptions to further evaluate the sensitivity of losses relative to the above-described factors. However, since the assumptions are based on the unique characteristics of each security, management uses a range of estimates for prepayment speeds, default, and loss severity forecasts that reflect the collateral profile of the securities within each asset class. In addition, in measuring expected credit losses, the individual characteristics of each security are examined to determine whether any additional factors would increase or mitigate the expected loss. Once losses are determined, the timing of the loss will also affect the ultimate OTTI, since the loss is ultimately subject to a discount commensurate with the purchase yield of the security.
After a review of the investment portfolio, taking into consideration current economic conditions, adverse situations that might affect our ability to fully collect principal and interest, the timing of future payments, the credit quality and performance of the collateral underlying MBS and ABS and other relevant factors, management considers the aggregate decline in fair value of the investment securities portfolio and the resulting gross pre-tax unrealized losses of $657$169 million related to 1,283622 securities as of December 31, 20172019 to be temporary, and not the result of any material changes in the credit characteristics of the securities.
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Note 4. Loans and Leases
Loans are generally recorded at their principal amount outstanding, net of the allowance for loan losses, unearned income, and any net unamortized deferred loan origination fees. Acquired loans have been initially recorded at fair value based on management's expectation with respect to future principal and interest collection as of the date of acquisition. Acquired loans are held for investment, and as such their initial fair value is not adjusted subsequent to acquisition. Loans that are classified as held-for-sale are measured at lower of cost or fair value on an individual basis.
Interest income related to loans is recognized in our consolidated statement of income using the interest method, or on a basis approximating a level rate of return over the term of the loan. Fees received for providing loan commitments and letters of credit that we anticipate will result in loans typically are deferred and amortized to interest income over the term of the related loan, beginning with the initial borrowing. Fees
on commitments and letters of credit are amortized to software and processing fees and other revenue over the commitment period when funding is not known or expected.
Leveraged-lease investments are reported at the aggregate of lease payments receivable and estimated residual values, net of non-recourse debt and unearned income. Lease residual values are reviewed regularly for OTTI, with valuation adjustments recorded against processing fees and other revenue. Unearned income is recognized to yield a level rate of return on the net investment in the leases. Gains and losses on residual values of leased equipment sold are recorded in processing fees and other revenue.
The following table presents our recorded investment in loans, and leases, by segment, as of the dates indicated:
| | | (In millions) | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
| Domestic: | | | | |
Domestic(1): | | | | |
| Commercial and financial: | | | | | | |
| Loans to investment funds | $ | 13,618 |
| | $ | 11,734 |
| $ | 14,546 |
| | $ | 15,050 |
|
| Senior secured bank loans | 2,923 |
| | 3,256 |
| 3,342 |
| | 3,490 |
|
| Loans to municipalities | 2,105 |
| | 1,352 |
| 848 |
| | 902 |
|
| Other | 50 |
| | 70 |
| 26 |
| | 37 |
|
| Commercial real estate | 98 |
| | 27 |
| 1,766 |
| | 874 |
|
| Lease financing | 267 |
| | 338 |
| |
| Total domestic | 19,061 |
| | 16,777 |
| 20,528 |
| | 20,353 |
|
| Non-U.S.: | | | | |
Foreign(1): | | | | |
| Commercial and financial: | | | | | | |
| Loans to investment funds | 3,213 |
| | 2,224 |
| 4,662 |
| | 4,505 |
|
| Senior secured bank loans | 624 |
| | 252 |
| 1,119 |
| | 931 |
|
| Lease financing | 396 |
| | 504 |
| |
| Total non-U.S. | 4,233 |
| | 2,980 |
| |
| Total loans and leases | 23,294 |
| | 19,757 |
| |
| Allowance for loan and lease losses | (54 | ) | | (53 | ) | |
| Loans and leases, net of allowance | $ | 23,240 |
| | $ | 19,704 |
| |
| Total foreign | | 5,781 |
| | 5,436 |
|
Total loans(2) | | 26,309 |
| | 25,789 |
|
| Allowance for loan losses | | (74 | ) | | (67 | ) |
| Loans, net of allowance | | $ | 26,235 |
| | $ | 25,722 |
|
(1) Domestic and foreign categorization is based on the borrower’s country of domicile.
(2) Includes $3,256 million and $5,444 million of overdrafts as of December 31, 2019 and December 31, 2018, respectively.
We segregate our loans and leases into three2 segments: commercial and financial loans and commercial real estate loans, and lease financing.loans. We further classify commercial and financial loans as loans to investment funds, senior secured bank loans, loans to municipalities, and other. These classifications reflect their risk characteristics, their initial measurement attributes and the methods we use to monitor and assess credit risk.
The commercial and financial segment is composed of primarily floating-rate loans to mutual fund clients, purchased senior secured bank loans, and loans to municipalities. Investment fund lending is composed of short-duration revolving credit lines providing liquidity and leverage to mutual fund clients in support of their transaction flows associated with securities' settlement activities.and private equity fund clients.
Certain loans are pledged as collateral for access to the Federal Reserve's discount window. As of December 31, 20172019 and December 31, 2016,2018, the loans pledged as collateral totaled $1.9$6.75 billion and $1.5$6.51 billion, respectively.
The lease financing segment includes our investment in leveraged lease financing. The components of our net investment in leveraged lease financing, included in the lease financing segment in the preceding table, were as follows as of December 31, 2017 and December 31, 2016:
|
| | | | | | | |
| (In millions) | 2017 | | 2016 |
| Net rental income receivable | $ | 808 |
| | $ | 1,039 |
|
| Estimated residual values | 89 |
| | 89 |
|
| Unearned income | (234 | ) | | (286 | ) |
| Investment in leveraged lease financing | 663 |
| | 842 |
|
| Less: related deferred income tax liabilities | (184 | ) | | (313 | ) |
| Net investment in leveraged lease financing | $ | 479 |
| | $ | 529 |
|
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present our recorded investment in each class of loans
and leases by credit quality indicator as of the dates indicated:
|
| | | | | | | | | | | | | | | |
| | | | |
| December 31, 2017 | Commercial and Financial | | Commercial Real Estate | | Lease Financing | | Total Loans and Leases |
| (In millions) |
Investment grade(1) | $ | 17,866 |
| | $ | 98 |
| | $ | 663 |
| | $ | 18,627 |
|
Speculative(2) | 4,638 |
| | — |
| | — |
| | 4,638 |
|
Special mention(3) | 29 |
| | — |
| | — |
| | 29 |
|
| Total | $ | 22,533 |
| | $ | 98 |
| | $ | 663 |
| | $ | 23,294 |
|
| | | December 31, 2016 | Commercial and Financial | | Commercial Real Estate | | Lease Financing | | Total Loans and Leases | |
| December 31, 2019 | Commercial and Financial | | Commercial Real Estate | | Total Loans |
| (In millions) | Commercial and Financial | | Commercial Real Estate | | Lease Financing | | Total Loans and Leases |
Investment grade(1) | $ | 19,501 |
| | $ | 1,766 |
| | $ | 21,267 |
|
Speculative(2) | 3,984 |
| | — |
| | — |
| | 3,984 |
| 5,008 |
| | — |
| | 5,008 |
|
Special mention(3) | | 25 |
| | — |
| | 25 |
|
Substandard(4) | 15 |
| | — |
| | — |
| | 15 |
| 9 |
| | — |
| | 9 |
|
| Total | $ | 18,888 |
| | $ | 27 |
| | $ | 842 |
| | $ | 19,757 |
| $ | 24,543 |
| | $ | 1,766 |
| | $ | 26,309 |
|
|
| | | | | | | | | | | |
| December 31, 2018 | Commercial and Financial |
| Commercial Real Estate |
| Total Loans |
| (In millions) |
Investment grade(1) | $ | 19,599 |
| | $ | 874 |
| | $ | 20,473 |
|
Speculative(2) | 5,308 |
| | — |
| | 5,308 |
|
Substandard(4) | 8 |
| | — |
| | 8 |
|
| Total | $ | 24,915 |
| | $ | 874 |
| | $ | 25,789 |
|
(1) Investment-gradeInvestment grade loans and leases consist of counterparties with strong credit quality and low expected credit risk and probability of default. Ratings apply to counterparties with a strong capacity to support the timely repayment of any financial commitment.
(2) Speculative loans and leases consist of counterparties that face ongoing uncertainties or exposure to business, financial, or economic downturns. However, these counterparties may have financial flexibility or access to financial alternatives, which allow for financial commitments to be met.
(3)Special mention loans and leases consist of counterparties with potential weaknesses that, if uncorrected, may result in deterioration of repayment prospects.
(4) Substandard loans and leases consist of counterparties with well-defined weaknessweaknesses that jeopardizesjeopardize repayment with the possibility we will sustain some lossloss.
We use an internal risk-rating system to assess our risk of credit loss for each loan or lease.loan. This risk-rating process incorporates the use of risk-rating tools in conjunction with management judgment. Qualitative and quantitative inputs are captured in a systematic manner, and following a formal review and approval process, an internal credit rating based on our credit scale is assigned.
In assessing the risk rating assigned to each individual loan, or lease, among the factors considered are the borrower's debt capacity, collateral coverage, payment history and delinquency
experience, financial flexibility and earnings strength, the expected amounts and source of repayment, the level and nature of contingencies, if any, and the industry and geography in which the borrower operates. These factors are based on an evaluation of historical and current information, and involve subjective assessment and interpretation. Credit counterparties are evaluated and risk-rated on an individual basis at least annually. Management considers the ratings to be current as of December 31, 2017.2019.
The following table presents our recorded investment inWe review loans and leases, disaggregated based on our impairment methodology, as of the dates indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2017 | | December 31, 2016 |
| (In millions) | Commercial and Financial | | Commercial Real Estate | | Lease Financing | | Total Loans and Leases | | Commercial and Financial | | Commercial Real Estate | | Lease Financing | | Total Loans and Leases |
Loans and leases(1): | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 15 |
| | $ | — |
| | $ | — |
| | $ | 15 |
|
| Collectively evaluated for impairment | 22,533 |
| | 98 |
| | 663 |
| | 23,294 |
| | 18,873 |
| | 27 |
| | 842 |
| | 19,742 |
|
| Total | $ | 22,533 |
| | $ | 98 |
| | $ | 663 |
| | $ | 23,294 |
| | $ | 18,888 |
| | $ | 27 |
| | $ | 842 |
| | $ | 19,757 |
|
(1) For those portfolios where there are a small number of loans each with a large balance, we review each loan annually for indicators of impairment. Loans where indicators exist are evaluated individually for impairment at least quarterly. For those loans where no such indicators are identified, the loans are collectively evaluated for impairment.
The following table presents our recorded investment in loans, disaggregated based on our impairment methodology, as of the dates indicated:
|
| | | | | | | | | | | |
| December 31, 2019 | Commercial and Financial |
| Commercial Real Estate |
| Total Loans |
| (In millions) |
| Loans: |
|
|
|
|
|
Individually evaluated for impairment(1) | $ | 25 |
| | $ | — |
| | $ | 25 |
|
| Collectively evaluated for impairment | 24,518 |
| | 1,766 |
| | 26,284 |
|
| Total | $ | 24,543 |
| | $ | 1,766 |
| | $ | 26,309 |
|
| | | | | | |
| December 31, 2018 | Commercial and Financial | | Commercial Real Estate | | Total Loans |
| (In millions) |
| Loans: | | | | | |
Individually evaluated for impairment(1) | $ | 8 |
| | $ | — |
| | $ | 8 |
|
| Collectively evaluated for impairment | 24,907 |
| | 874 |
| | 25,781 |
|
| Total | $ | 24,915 |
| | $ | 874 |
| | $ | 25,789 |
|
(1) As of December 31, 2017 , no loans were individually evaluated2019, we had one loan for impairment. As of December 31, 2016, $195 thousand of$25 million in the allowance for loan and lease loss related to commercial and financial loans weresegment that was individually evaluated for impairment and the remainderdeemed to be impaired. We recorded a specific reserve of the allowance related to commercial and financial loans collectively evaluated for impairment.
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$1 million on that loan. As of December 31, 2017,2018, we had no impaired loans and leases. As of December 31, 2016, we identified one loan for $8 million in the commercial and financial segment that was individually evaluated for impairment and deemed to be impaired. We did not record any reserve on this loan, as impaired, with both a recorded investment and unpaid principal balance of $15 million. The impaired loan had zero related interest income and an associated allowance for loan losses of $0.2 million.which was subsequently paid in full in January 2019.
In certain circumstances, we restructure troubled loans by granting concessions to borrowers experiencing financial difficulty. Once restructured, the loans are generally considered impaired until their maturity, regardless of whether the borrowers perform under the modified terms of the loans. NoThere were 0 loans were modified in troubled debt restructurings during the years ended December 31, 20172019 and December 31, 2016.2018.
We generally place loans on non-accrual status once principal or interest payments are 90 days contractually past due, or earlier if management determines that full collection is not probable. Loans 90 days past due, but considered both well-secured and in the process of collection, may be excluded from non-accrual status. When we place a loan on non-accrual status, the accrual of interest is discontinued and previously recorded but unpaid interest is reversed and generally charged against interest income. For loans on non-accrual status, income is recognized on a cash basis after recovery of principal, if and when interest payments are received. Loans may be removed from non-accrual status when repayment is reasonably assured and performance under the terms of the loan has been demonstrated.
As of December 31, 2017, there were no loans or leases on non-accrual status. As of2019 and December 31, 2016, there was one commercial and financial loan2018, we had 0 loans on non-accrual status and no CRE0 loans or leases were on non-accrual status. As of both December 31, 2017 and 2016 there were no loans or leases 9030 days or more contractually past due.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Allowance For Loan And Lease Losses
The allowance for loan and lease losses, recorded as a reduction of loans and leases in our consolidated statement of condition, represents management’s estimate of incurred credit losses in our loan and lease portfolio as of the balance sheet date. The allowance is evaluated on a regular basis by management. Factors considered in evaluating the appropriate level of the allowance for each segment of our loan-and-leaseloan portfolio include loss experience, the probability of default reflected in our internal risk rating of the counterparty's creditworthiness, current economic conditions and adverse situations that may affect the borrower’s ability to repay, the estimated value of the underlying collateral, if any, the performance of individual credits
in relation to contract terms, and other relevant factors.
Loans and leases are charged off to the allowance for loan and lease losses in the reporting period in which either an event occurs that confirms the existence of a loss on a loan, or leaseincluding a sale of a loan below its carrying value, or a portion of a loan or lease is determined to be uncollectible. In addition, any impaired loan or lease that is determined to be collateral-dependent is reduced to an amount equal to the fair value of the collateral less costs to sell. A loan or lease is identified as collateral-dependent when management determines that it is probable that the underlying collateral will be the sole source of repayment. Recoveries are recorded on a cash basis as adjustments to the allowance.
The following table presents activity in the allowance for loan and lease losses for the periods indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Allowance for loan losses: |
| Beginning balance | $ | 67 |
| | $ | 54 |
| | $ | 53 |
|
Provision for loan losses(1) | 10 |
| | 15 |
| | 2 |
|
Charge-offs(1) | (3 | ) | | (2 | ) | | (1 | ) |
| Ending balance | $ | 74 |
|
| $ | 67 |
|
| $ | 54 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
| (In millions) | Total Loans and Leases | | Total Loans and Leases | | Total Loans and Leases |
Allowance for loan and lease losses(1): | | | | | |
| Beginning balance | $ | 53 |
| | $ | 46 |
| | $ | 38 |
|
| Provision for loan and lease losses | 2 |
| | 10 |
| | 12 |
|
| Charge-offs | (1 | ) | | (3 | ) | | (4 | ) |
| Ending balance | $ | 54 |
| | $ | 53 |
| | $ | 46 |
|
(1) The provisions and charge-offs for loans and leases were primarily attributable to exposure to senior secured loans to non-investment grade borrowers, purchased in connection with our participation in syndicated loans.
Loans and leases are reviewed on a regular basis, and any provisions for loan and lease losses that are recorded reflect management's estimate of the amount necessary to maintain the allowance for loan and lease losses at a level considered appropriate to absorb estimated incurred losses in the loan and lease portfolio.
Off-Balance Sheet Credit Exposures
The reserve for off-balance sheet credit exposures, recorded in accrued expenses and other liabilities in our consolidated statement of condition, represents management’s estimate of probable credit losses primarily in outstanding letters and lines of credit and other credit-enhancement facilities provided to our clients and outstanding as of the balance sheet date.
The reserve is evaluated on a regular basis by management. Factors considered in evaluating the appropriate level of this reserve are similar to those considered with respect to the allowance for loan and lease losses. Provisions to maintain the reserve at a level considered by us to be appropriate to absorb estimated incurred credit losses in outstanding facilities are recorded in other expenses in our consolidated statement of income.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5. Goodwill and Other Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net tangible and other intangible assets acquired. Other intangible assets represent purchased long-lived intangible assets, primarily client relationships, and core deposit intangible assets, that can be distinguished from goodwill because of contractual rights or because the asset can be exchanged on its own or in combination with a related contract, asset or liability. Goodwill is not amortized, but is subject to at least annual evaluation for impairment. Other intangible assets, which are also subject to annual evaluation for impairment, are mainly related to client relationships, which are amortized on a straight-line basis over periods ranging from five to twenty years, technology assets, which are amortized on a straight-line basis over periods ranging from three to ten years, and core deposit intangible assets, which are amortized on a straight-line basis over periods ranging from sixteen to
twenty-two years, with such amortization recorded in other expenses in our consolidated statement of income.
Impairment of goodwill is deemed to exist if the carrying value of a reporting unit, including its allocation of goodwill and other intangible assets, exceeds its estimated fair value. Impairment of other intangible assets is deemed to exist if the balance of the other intangible asset exceeds the cumulative expected net cash inflows related to the asset over its remaining estimated useful life. If these reviews determine that goodwill or other intangible assets are impaired, the value of the goodwill or the other intangible asset is written down through a charge to other expenses in our consolidated statement of income. There were no impairments to goodwill or other intangible assets in 2019, 2018 and 2017.
State Street Corporation | 143
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents changes in the carrying amount of goodwill during the periods indicated: | | | (In millions) | Investment Servicing | | Investment Management | | Total | Investment Servicing(1) | | Investment Management | | Total |
| Goodwill: | | | | | | | | | | |
| Ending balance December 31, 2015 | $ | 5,641 |
| | $ | 30 |
| | $ | 5,671 |
| |
| Ending balance December 31, 2017 | | $ | 5,752 |
| | $ | 270 |
| | $ | 6,022 |
|
Acquisitions(1) | — |
| | 236 |
| | 236 |
| 1,512 |
| | — |
| | 1,512 |
|
| Divestitures and other reductions | (11 | ) | | — |
| | (11 | ) | |
| Foreign currency translation | (80 | ) | | (2 | ) | | (82 | ) | (84 | ) | | (4 | ) | | (88 | ) |
| Ending balance December 31, 2016 | $ | 5,550 |
| | $ | 264 |
| | $ | 5,814 |
| |
| Acquisitions | 17 |
| | — |
| | 17 |
| |
| Divestitures and other reductions | (9 | ) | | — |
| | (9 | ) | |
| Ending balance December 31, 2018 | | 7,180 |
| | 266 |
| | 7,446 |
|
Acquisitions(2) | | 122 |
| | — |
| | 122 |
|
| Foreign currency translation | 194 |
| | 6 |
| | 200 |
| (13 | ) | | 1 |
| | (12 | ) |
| Ending balance December 31, 2017 | $ | 5,752 |
| | $ | 270 |
| | $ | 6,022 |
| |
| Ending balance December 31, 2019 | | $ | 7,289 |
| | $ | 267 |
| | $ | 7,556 |
|
(1) Investment ManagementServicing includes our acquisition of CRD.
(2) We have completed the GEAM business on July 1, 2016, which is describedpurchase price accounting for the CRD acquisition as of March 31, 2019. Upon completion of valuation procedures related to the acquired assets and assumed liabilities, primarily the identifiable intangible assets, we recorded measurement period adjustments in Note 1.the year ended December 31, 2019, resulting in an increase in the goodwill of $113 million and a decrease of $93 million in other intangible assets.
The following table presents changes in the net carrying amount of other intangible assets during the periods indicated:
|
| | | | | | | | | | | |
| (In millions) | Investment Servicing | | Investment Management | | Total |
| Other intangible assets: | | | | | |
| Ending balance December 31, 2015 | $ | 1,753 |
| | $ | 15 |
| | $ | 1,768 |
|
Acquisitions(1) | — |
| | 217 |
| | 217 |
|
| Divestitures | (8 | ) | | — |
| | (8 | ) |
| Amortization | (186 | ) | | (21 | ) | | (207 | ) |
| Foreign currency translation and other, net | (20 | ) | | — |
| | (20 | ) |
| Ending balance December 31, 2016 | $ | 1,539 |
| | $ | 211 |
| | $ | 1,750 |
|
| Acquisitions | 16 |
| | — |
| | 16 |
|
| Divestitures | (11 | ) | | — |
| | (11 | ) |
| Amortization | (183 | ) | | (31 | ) | | (214 | ) |
| Foreign currency translation and other, net | 71 |
| | 1 |
| | 72 |
|
| Ending balance December 31, 2017 | $ | 1,432 |
| | $ | 181 |
| | $ | 1,613 |
|
|
| | | | | | | | | | | |
| (In millions) | Investment Servicing(1) | | Investment Management | | Total |
| Other intangible assets: | | | | | |
| Ending balance December 31, 2017 | $ | 1,432 |
| | $ | 181 |
| | $ | 1,613 |
|
Acquisitions(1) | 1,007 |
| | — |
| | 1,007 |
|
| Amortization | (196 | ) | | (30 | ) | | (226 | ) |
| Foreign currency translation | (25 | ) | | — |
| | (25 | ) |
| Ending balance December 31, 2018 | $ | 2,218 |
| | $ | 151 |
| | $ | 2,369 |
|
Acquisitions(2) | (93 | ) | | — |
| | (93 | ) |
| Amortization | (207 | ) | | (29 | ) | | (236 | ) |
| Foreign currency translation | (10 | ) | | — |
| | (10 | ) |
| Ending balance December 31, 2019 | $ | 1,908 |
| | $ | 122 |
| | $ | 2,030 |
|
(1)Investment ManagementServicing includes our acquisition of CRD.
(2) We have completed the GEAM business on July 1, 2016, which is describedpurchase price accounting for the CRD acquisition as of March 31, 2019. Upon completion of valuation procedures related to the acquired assets and assumed liabilities, primarily the identifiable intangible assets, we recorded measurement period adjustments in Note 1.the year ended December 31, 2019, resulting in a decrease in the fair value of other intangible assets of $93 million, with a corresponding increase to goodwill.
State Street Corporation | 150
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the gross carrying amount, accumulated amortization and net carrying amount of other intangible assets by type as of the dates indicated: |
| | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2017 | | December 31, 2016 |
| (In millions) | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Other intangible assets: | | | | | | | | | | | |
| Client relationships | $ | 2,669 |
| | $ | (1,470 | ) | | $ | 1,199 |
| | $ | 2,620 |
| | $ | (1,306 | ) | | $ | 1,314 |
|
| Core deposits | 686 |
| | (320 | ) | | 366 |
| | 661 |
| | (277 | ) | | 384 |
|
| Other | 142 |
| | (94 | ) | | 48 |
| | 132 |
| | (80 | ) | | 52 |
|
| Total | $ | 3,497 |
| | $ | (1,884 | ) | | $ | 1,613 |
| | $ | 3,413 |
| | $ | (1,663 | ) | | $ | 1,750 |
|
|
| | | | | | | | | | | |
| December 31, 2019 | Gross
Carrying
Amount |
| Accumulated
Amortization |
| Net
Carrying
Amount |
| (In millions) |
|
|
| Other intangible assets: | | | | | |
| Client relationships | $ | 3,104 |
| | $ | (1,718 | ) | | $ | 1,386 |
|
| Technology | 403 |
| | (87 | ) | | 316 |
|
| Core deposits | 673 |
| | (381 | ) | | 292 |
|
| Other | 100 |
| | (64 | ) | | 36 |
|
| Total | $ | 4,280 |
| | $ | (2,250 | ) | | $ | 2,030 |
|
| | | | | | |
| December 31, 2018 | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Amount |
| (In millions) | | |
| Other intangible assets: | | | | | |
| Client relationships | $ | 3,262 |
| | $ | (1,605 | ) | | $ | 1,657 |
|
| Technology | 389 |
| | (49 | ) | | 340 |
|
| Core deposits | 676 |
| | (350 | ) | | 326 |
|
| Other | 103 |
| | (57 | ) | | 46 |
|
| Total | $ | 4,430 |
| | $ | (2,061 | ) | | $ | 2,369 |
|
Amortization expense related to other intangible assets was $236 million, $226 million and $214 million $207 millionin 2019, 2018 and $197 million in 2017, 2016 and 2015, respectively.
Expected future amortization expense for other intangible assets recorded as of December 31, 20172019 is as follows:
|
| | | |
| (In millions) | Future Amortization |
| Years Ended December 31, | |
| 2020 | $ | 240 |
|
| 2021 | 230 |
|
| 2022 | 227 |
|
| 2023 | 226 |
|
| 2024 | 220 |
|
|
| | | |
| (In millions) | Future Amortization |
| Years Ending December 31, |
| 2018 | $ | 191 |
|
| 2019 | 174 |
|
| 2020 | 171 |
|
| 2021 | 166 |
|
| 2022 | 165 |
|
State Street Corporation | 144
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6. Other Assets
The following table presents the components of other assets as of the dates indicated: | | | (In millions) | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
Receivable - securities lending(1) | $ | 19,404 |
| | $ | 21,204 |
| |
Securities borrowed(1) | | $ | 18,524 |
| | $ | 19,575 |
|
| Derivative instruments, net | 4,013 |
| | 7,321 |
| 4,753 |
| | 5,189 |
|
| Bank-owned life insurance | 3,242 |
| | 3,158 |
| 3,395 |
| | 3,323 |
|
| Investments in joint ventures and other unconsolidated entities | 2,259 |
| | 2,363 |
| 2,899 |
| | 2,882 |
|
| Collateral, net | 473 |
| | 2,236 |
| 874 |
| | 1,354 |
|
Right-of-use assets(2) | | 858 |
| | — |
|
| Accounts receivable | | 432 |
| | 308 |
|
| Prepaid expenses | 364 |
| | 333 |
| 395 |
| | 493 |
|
| Accounts receivable | 348 |
| | 886 |
| |
| Receivable for securities settlement | 188 |
| | 40 |
| 336 |
| | 531 |
|
| Income taxes receivable | | 309 |
| | 129 |
|
Deferred tax assets, net of valuation allowance(3) | | 216 |
| | 113 |
|
| Deposits with clearing organizations | 120 |
| | 132 |
| 58 |
| | 58 |
|
Deferred tax assets, net of valuation allowance(2) | 113 |
| | 210 |
| |
| Income taxes receivable | 97 |
| | 106 |
| |
Other(3) | 397 |
| | 339 |
| |
| Other | | 962 |
| | 834 |
|
| Total | $ | 31,018 |
| | $ | 38,328 |
| $ | 34,011 |
| | $ | 34,789 |
|
(1) Refer to Note 11, for further information on the impact of collateral on our financial statement presentation of securities borrowing and securities lending transactions.
(2) We adopted ASU 2016-02, Leases (Topic 842) and relevant amendments, effective January 1, 2019. Refer to Note 1 for further information on this new accounting standard.
(3) Deferred tax assets and liabilities recorded in our consolidated statement of condition are netted within the same tax jurisdiction. Gross deferred tax assets and liabilities are presented in Note 22.
(3) In 2017, includes amounts held in escrow accounts at third parties related to the negotiated settlements in the transition management legal matter presented in Note 13.
Note 7. Deposits
As of December 31, 2017,2019, we had $39.73$35.15 billion of time deposits outstanding, of which $4.75$3.00 billion were wholesale CDs, $34.73$32.01 billion were derived from client deposits (payable on demand to such clients) and held in a time deposit established by State Streetus as the agent and $252$139 million were non-U.S. and all of which are scheduled to mature in 2018.2020. As of December 31, 2016,2018, we had $55.03$46.40 billion of time deposits outstanding, of which $214$4.52 billion were wholesale CDs, $41.57 billion were derived from client deposits (payable on demand to such clients) and held in a time deposit established by us as the agent and $314 million were non-U.S. As of December 31, 20172019 and 2016, substantially2018, all U.S. and non-U.S. time deposits were in amounts of $100,000$250,000 or more. Demand deposit overdrafts of $3.24$3.26 billion and $2.62$5.44 billion were included as loan balances at December 31, 20172019 and 2016,2018, respectively.
State Street Corporation | 151
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8. Short-Term Borrowings
Our short-term borrowings include securities sold under repurchase agreements, federal funds purchased and other short-term borrowings; other short-term borrowings include borrowings associated with our tax-exempt investment program more(more fully described in Note 14.14) and other short-term borrowings.
Collectively, short-term borrowings had weighted-average interest rates of 0.25%1.64% and 0.13%0.88% in 20172019 and 2016,2018, respectively.
The following tables presenttable presents information with respect to the amounts outstanding and weighted-average interest rates of the primary components of our short-term borrowings as of and for the years ended December 31: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in millions) | Securities Sold Under Repurchase Agreements | | Tax-Exempt Investment Program | | Other |
| | 2019 | | 2018 | | 2017 | | 2019 | | 2018 | | 2017 | | 2019 | | 2018 | | 2017 |
| Balance as of December 31 | $ | 1,102 |
| | $ | 1,082 |
| | $ | 2,842 |
| | $ | 823 |
| | $ | 931 |
| | $ | 1,078 |
| | $ | — |
| | $ | 2,000 |
| | $ | — |
|
| Maximum outstanding as of any month-end | 4,125 |
| | 3,441 |
| | 4,302 |
| | 931 |
| | 1,078 |
| | 1,158 |
| | — |
| | 2,000 |
| | — |
|
| Average outstanding during the year | 1,616 |
| | 2,048 |
| | 3,683 |
| | 898 |
| | 1,023 |
| | 1,127 |
| | 3 |
| | nm |
| | 1 |
|
| Weighted-average interest rate as of year-end | .00 | % | | 1.38 | % | | .03 | % | | 1.75 | % | | 1.74 | % | | 1.45 | % | | .00 | % | | 2.68 | % | | .00 | % |
| Weighted-average interest rate during the year | 1.90 |
| | .62 |
| | .05 |
| | 1.51 |
| | 1.46 |
| | .79 |
| | .01 |
| | nm |
| | .00 |
|
State Street Corporation | 145
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Securities Sold Under Repurchase Agreements | | Federal Funds Purchased | | Tax-Exempt Investment Program |
| (Dollars in millions) | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Balance as of December 31 | $ | 2,842 |
| | $ | 4,400 |
| | $ | 4,499 |
| | $ | — |
| | $ | — |
| | $ | 6 |
| | $ | 1,078 |
| | $ | 1,158 |
| | $ | 1,748 |
|
| Maximum outstanding as of any month-end | 4,302 |
| | 5,572 |
| | 10,977 |
| | — |
| | 29 |
| | 29 |
| | 1,158 |
| | 1,726 |
| | 1,865 |
|
| Average outstanding during the year | 3,683 |
| | 4,113 |
| | 8,875 |
| | 1 |
| | 31 |
| | 21 |
| | 1,127 |
| | 1,512 |
| | 1,807 |
|
| Weighted-average interest rate as of year-end | .03 | % | | .04 | % | | .02 | % | | .00 | % | | .00 | % | | .03 | % | | 1.45 | % | | .67 | % | | .03 | % |
| Weighted-average interest rate during the year | .05 |
| | .02 |
| | .01 |
| | .00 |
| | .17 |
| | .01 |
| | .79 |
| | .36 |
| | .06 |
|
Obligations to repurchase securities sold are recorded as a liability in our consolidated statement of condition. U.S. government securities with a fair value of $2.90$4.11 billion underlying the repurchase agreements remained in our investment securities portfolio as of December 31, 2017.2019.
The following table presents information about these U.S. government securities and the carrying value of the related repurchase agreements, including accrued interest, as of December 31, 2017. The table excludes repurchase agreements collateralized by securities purchased under resale agreements and collateralized by trading account assets.2019.
|
| | | | | | | | | | | |
| | U.S. Government Securities Sold | | Repurchase Agreements(1) |
| (In millions) | Amortized Cost | | Fair Value | | Amortized Cost |
| Overnight maturity | $ | 3,891 |
| | $ | 4,112 |
| | $ | 1,102 |
|
|
| | | | | | | | | | | |
| | U.S. Government Securities Sold | | Repurchase Agreements(1) |
| (In millions) | Amortized Cost | | Fair Value | | Amortized Cost |
| Overnight maturity | $ | 2,928 |
| | $ | 2,899 |
| | $ | 2,842 |
|
(1) Collateralized by investment securities.
We maintain an agreement with a clearing organization that enables us to net all securities purchased under resale agreements and sold under repurchase agreements with counterparties that are also members of the clearing organization. As a result of this netting, the average balances of securities purchased under resale agreements and securities sold under repurchase agreements were reduced by $31.15$86.67 billion in 20172019 compared to $30.86$35.74 billion in 2016.2018. The increase in average balance sheet netting, in 2019 compared to 2018, is primarily due to the expansion of our FICC program and new client activity.
State Street Bank currently maintains a line of credit of CAD 1.40 billion, or approximately $1.11$1.08 billion, as of December 31, 2017,2019, to support its Canadian securities processing operations. The line of credit has no stated termination date and is cancelable by either party with prior notice. As of December 31, 20172019 and 2016,2018, there was no0 balance outstanding on this line of credit.
State Street Corporation | 152
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| | | (Dollars in millions) | | | | As of December 31, | | | | As of December 31, |
| Issuance Date | | Maturity Date | | Coupon Rate | | Seniority | | Interest Due Dates | | 2017 | | 2016 | | Maturity Date | | Coupon Rate | | Seniority | | Interest Due Dates | | 2019 | | 2018 |
| Parent Company And Non-Banking Subsidiary Issuances | Parent Company And Non-Banking Subsidiary Issuances | | | | | Parent Company And Non-Banking Subsidiary Issuances | | | | |
| August 18, 2015 | | August 18, 2025 | | 3.55 | % | | Senior notes | | 2/18; 8/18(1) | | 1,287 |
| | 1,293 |
| | August 18, 2025 | | 3.55 | % | | Senior notes | | 2/18; 8/18(1) | | $ | 1,331 |
| | $ | 1,268 |
|
| August 18, 2015 | | August 18, 2020 | | 2.55 | % | | Senior notes | | 2/18; 8/18(1) | | 1,184 |
| | 1,192 |
| | August 18, 2020 | | 2.55 | % | | Senior notes | | 2/18; 8/18 | | 1,191 |
| | 1,177 |
|
| November 19, 2013 | | November 20, 2023 | | 3.7 | % | | Senior notes | | 5/20; 11/20(1) | | 1,021 |
| | 1,033 |
| | November 20, 2023 | | 3.7 | % | | Senior notes | | 5/20; 11/20(1) | | 1,037 |
| | 1,006 |
|
| December 15, 2014 | | December 16, 2024 | | 3.3 | % | | Senior notes | | 6/16; 12/16(1) | | 993 |
| | 999 |
| | December 16, 2024 | | 3.3 | % | | Senior notes | | 6/16; 12/16(1) | | 1,022 |
| | 979 |
|
| May 15, 2013 | | May 15, 2023(2) | | 3.1 | % | | Subordinated notes | | 5/15; 11/15(1) | | 981 |
| | 987 |
| | May 15, 2023(2) | | 3.1 | % | | Subordinated notes | | 5/15; 11/15(1) | | 1,006 |
| | 972 |
|
| April 30, 2007 | | June 15, 2047 | | Floating-rate | | Junior subordinated debentures | | 3/15; 6/15; 9/15; 12/15 | | 793 |
| | 793 |
| |
| November 1, 2019 | | | November 1, 2025 | | 2.354 | % | | Fixed-to-floating rate senior notes | | 5/1; 11/1 | | 991 |
| | — |
|
| May 15, 2017 | | May 15, 2023 | | 2.653 | % | | Fixed to Floating Rate Senior notes | | 5/15; 11/15(1) | | 740 |
| | — |
| | May 15, 2023 | | 2.653 | % | | Fixed-to-floating rate senior notes | | 5/15; 11/15(1) | | 753 |
| | 734 |
|
| March 7, 2011 | | March 7, 2021 | | 4.375 | % | | Senior notes | | 3/7; 9/7(1) | | 734 |
| | 738 |
| | March 7, 2021 | | 4.375 | % | | Senior notes | | 3/7; 9/7(1) | | 748 |
| | 731 |
|
| May 19, 2016 | | May 19, 2021 | | 1.95 | % | | Senior notes | | 5/19; 11/19(1) | | 724 |
| | 726 |
| | May 19, 2021 | | 1.95 | % | | Senior notes | | 5/19; 11/19(1) | | 744 |
| | 725 |
|
| May 19, 2016 | | May 19, 2026 | | 2.65 | % | | Senior notes | | 5/19; 11/19(1) | | 706 |
| | 704 |
| | May 19, 2026 | | 2.65 | % | | Senior notes | | 5/19; 11/19(1) | | 741 |
| | 698 |
|
| February 11, 2011 | | March 15, 2018(3) | | 4.956 | % | | Junior subordinated debentures | | 3/15; 9/15 | | 502 |
| | 511 |
| |
| December 3, 2018 | | | December 3, 2029 | | 4.141 | % | | Fixed-to-floating rate senior notes | | 6/3; 12/3(1) | | 546 |
| | 513 |
|
| December 3, 2018 | | | December 3, 2024 | | 3.776 | % | | Fixed-to-floating rate senior notes | | 6/3; 12/3(1) | | 522 |
| | 507 |
|
| August 18, 2015 | | August 18, 2020 | | Floating-rate | | Senior notes | | 2/18; 5/18; 8/18; 11/18 | | 499 |
| | 499 |
| | August 18, 2020 | | Floating-rate |
| | Senior notes | | 2/18; 5/18; 8/18; 11/18 | | 500 |
| | 499 |
|
| May 15, 2013 | | May 15, 2018 | | 1.35 | % | | Senior notes | | 5/15; 11/15 | | 499 |
| | 497 |
| |
| April 30, 2007 | | | June 15, 2047 | | Floating-rate |
| | Junior subordinated debentures | | 3/15; 6/15; 9/15; 12/15 | | 499 |
| | 794 |
|
| November 1, 2019 | | | November 1, 2034 | | 3.031 | % | | Fixed-to-floating rate senior subordinated notes | | 5/1; 11/1(2) | | 492 |
| | — |
|
| May 15, 1998 | | May 15, 2028 | | Floating-rate | | Junior subordinated debentures | | 2/15; 5/15; 8/15; 11/15 | | 150 |
| | 150 |
| | May 15, 2028 | | Floating-rate |
| | Junior subordinated debentures | | 2/15; 5/15; 8/15; 11/15 | | 100 |
| | 150 |
|
| June 21, 1996 | | June 15, 2026(4) | | 7.35 | % | | Senior notes | | 6/15; 12/15 | | 150 |
| | 150 |
| | June 15, 2026(3) | | 7.35 | % | | Senior notes | | 6/15; 12/15 | | 150 |
| | 150 |
|
| April 30, 2007 | | April 30, 2017 | | 5.375 | % | | Senior notes | | 4/30; 10/30 | | — |
| | 450 |
| |
| Parent Company | Parent Company | | | | | Parent Company | | |
| Long-term capital leases | | | | 250 |
| | 293 |
| |
| State Street Bank issuances | | | |
| September 24, 2003 | | October 15, 2018(2) | | 5.25 | % | | Subordinated notes | | 4/15; 10/15 | | 407 |
| | 415 |
| |
| Long-term finance leases | | Long-term finance leases | | 136 |
| | 190 |
|
| | | | | |
| Total long-term debt | | | | $ | 11,620 |
| | $ | 11,430 |
| | | | $ | 12,509 |
| | $ | 11,093 |
|
| |
(1) | We have entered into interest-rateinterest rate swap agreements, recorded as fair value hedges, to modify our interest expense on these senior and subordinated notes from a fixed rate to a floating rate. As of both December 31, 20172019 and December 31, 2016,2018, the carrying value of long-term debt associated with these fair value hedges decreased $87 million and $15 million, respectively.was $157 million. Refer to Note 10 for additional information about fair value hedges. |
| |
(2) | The subordinated notes qualify for inclusion in tier 2 regulatory capital under current federal regulatory capital guidelines. |
| |
(3) | We do not have the right to redeem the debenture prior to maturity other than upon the occurrence of specified events. Such redemption is subject to federal regulatory approval. The junior subordinated debentures qualify for inclusion in tier 2 regulatory capital under current federal regulatory capital guidelines. |
| |
(4)
| We may not redeem notes prior to their maturity. |
State Street Corporation | 146
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the fourth quarter of 2019, we completed a cash tender offer for approximately $297 million of our $800 million aggregate principal amount of outstanding floating rate junior subordinated debentures due 2047, resulting in a gain of approximately $44 million. Additionally, in the fourth quarter of 2019, we completed a redemption for approximately $50 million of our $150 million aggregate principal amount of outstanding floating rate junior subordinated debentures due 2028.
Termination of Replacement Capital Covenant
Prior to November 20, 2019, we were subject to a replacement capital covenant dated April 30, 2007 (the Original RCC), as amended by the amendment to replacement capital covenant dated May 13, 2016 (the RCC Amendment and, together with the Original RCC, the Replacement Capital Covenant). Pursuant to the terms of the Replacement Capital Covenant, neither us nor any of our subsidiaries, including State Street Bank, was permitted to repay, redeem or purchase any of the outstanding floating rate junior subordinated debentures due 2047 prior to June 1, 2047 unless certain conditions had been satisfied, except to the extent that (i) we obtained the prior approval of the Federal Reserve, if such approval was then required, and (ii) we had received proceeds, up to specified percentages of the aggregate principal amount repaid or the applicable redemption or purchase price, from the sale or issuance of qualifying securities with characteristics that are the same as, or more equity-like than, the applicable characteristics of the floating rate junior subordinated debentures due 2047 during the 180 days prior to the date of that repayment, redemption or purchase (which period was to be shortened under certain specified circumstances). The Replacement Capital Covenant was a covenant for the benefit of persons buying, holding or selling specified series of our unsecured long-term indebtedness or our depository institution subsidiaries (the Covered Debt). The original Covered Debt under the Replacement Capital Covenant were the outstanding floating rate junior subordinated debentures due 2028.
The Replacement Capital Covenant was terminated automatically without further action on November 20, 2019, following the settlement of the partial redemption of approximately $50 million aggregate principal amount of floating rate junior subordinated debentures due 2028 and the redesignation of our 2.650% Senior Notes due 2026 as Covered Debt for the purposes of the Replacement Capital Covenant, and purchases of the floating rate junior subordinated debentures due 2047 are permissible without issuing qualifying securities under the Replacement Capital Covenant. The Original RCC and the RCC Amendment were included as Exhibit 99.2 and Exhibit 99.3 to our Current Report on Form 8-K, which was filed on November 21, 2019.
Parent Company
As of December 31, 20172019 and 2016,2018, long-term capitalfinance leases included $244$136 million and $278$190 million, respectively, related to our One Lincoln Street headquarters building and related underground parking garage. Refer to Note 20 for additional information.
Note 10. Derivative Financial Instruments
A derivative financial instrument is a financial instrument or other contract which has one or more referenced indices and one or more notional amounts, either no initial net investment or a smaller initial net investment than would be expected for similar types of contracts, and which requires or permits net settlement.
We use derivative financial instruments to support our clients' needs and to manage our interest-rateinterest rate and currency risk. In undertaking these activities, we assume positions in both the foreign
exchange and interest-rate markets by buying and selling cash instruments and using derivativerisks. These financial instruments including foreign exchange forwardconsist of FX contracts foreign exchangesuch as forwards, futures and options contracts; interest rate contracts such as interest rate swaps (cross currency and interest-ratesingle currency) and futures; and other derivative contracts. Our derivative positions include derivative contracts held by a consolidated sponsored investment fund (referDerivative instruments used for risk management purposes that are highly effective in offsetting the risk being hedged are generally designated as hedging instruments in hedge accounting relationships, while others are economic hedges and not designated in hedge accounting relationships. Derivatives in hedge accounting relationships are disclosed according to Note 14). We record derivatives in our consolidated statementthe type of condition at theirhedge, such as, fair value, on a recurring basis.
Interest rate contracts involve an agreement with a counterparty to exchange cash flows based on the movement of an underlying interest rate index. An interest rate swap agreement involves the exchange of a series of interest payments, at either a fixedflow, or variable rate, based on the notional amount without the exchange of the underlying principal amount. An interest rate option contract provides the purchaser, for a premium, the right, but not the obligation, to receive an interest rate based upon a predetermined notional amount during a specified period. An interest
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rate futures contract is a commitment to buy or sell, at a future date, a financial instrument at a contracted price; it may be settled in cash or through the delivery of the contracted instrument.
Foreign exchange contracts involve an agreement to exchange one currency for another currency at an agreed-upon rate and settlement date. Foreign exchange contracts generally consist of foreign exchange forward and spot contracts, option contracts and cross-currency swaps. Future cash requirements, if any, related to foreign exchange contracts are represented by the gross amount of currencies to be exchanged under each contract unless we and the counterparty have agreed to pay or to receive the net contractual settlement amount on the settlement date.
Derivative financial instruments involve the management of interest-rate and foreign currency risk, and involve, to varying degrees, market risk and credit and counterparty risk (risk related to repayment). Market risk is defined by U.S. banking regulatorsinvestment. Derivatives designated as the risk of loss that could result from broad market movements, such as changes in the general level of interest rates, credit spreads, foreign exchange rates or commodity prices. We use a variety of risk management tools and methodologies to measure, monitor and manage the market risk associated with our trading activities, which include our use of derivative financial instruments. One such risk-management measure is VaR. VaR is an estimate of potential loss for a given period within a stated statistical confidence interval. We use a risk measurement system to measure VaR daily. We have adopted standards for measuring VaR, and we maintain regulatory capital for market risk in accordance with currently applicable regulatory market risk requirements.
Derivative financial instruments are also subject to credit and counterparty risk, which we manage by performing credit reviews, maintaining individual counterparty limits, entering into netting arrangements and requiring the receipt of collateral. Cash collateral received from and provided to counterparties in connection with derivative financial instruments is recorded in accrued expenses and other liabilities and other assets, respectively, in our consolidated statement of condition. As of December 31, 2017 and 2016, we had recorded approximately $2.55 billion and $1.99 billion, respectively, of cash collateral received from counterparties and approximately $869 million and $4.39 billion, respectively, of cash collateral provided to counterparties in connection with derivative financialhedging instruments in our consolidated statement of condition.
Certain of our derivative assets and liabilities as of December 31, 2017 and 2016hedge accounting relationships are subject to master netting agreements with our derivative counterparties. Certain of these agreements contain credit risk-related contingent features in which the counterparty has the right to declare us in default and accelerate cash settlement of our net derivative liabilities with the counterparty in the event that our credit rating falls below specified levels. The aggregatecarried at fair value of all derivative instruments with credit risk-related contingent features that were in a net liability position as of December 31, 2017 totaled approximately $1.13 billion, against which we provided no underlying collateral. If our credit rating were downgraded below levels specified in the agreements, the maximum additional amount of payments related to termination events that could have been required pursuant to these contingent features, assuming no change in fair value recognized in the consolidated statement of income or OCI, as of December 31, 2017 was approximately $1.13 billion.appropriate. Derivatives not designated in hedge accounting relationships include those derivatives entered into to support client needs and derivatives used to manage interest rate or foreign currency risk associated with certain assets and liabilities. Such accelerated settlement would bederivatives are carried at fair value and therefore not affect our consolidated results of operations.
On the date a derivative contract is entered into, we designate the derivative as: (1) a hedge of thewith changes in fair value of a recognized fixed-rate asset or liability or of an unrecognized firm commitment (a “fair value” hedge); (2) a hedge of a forecast transaction or ofin the variability of cash flows to be received or paid related to a recognized variable-rate asset or liability (a “cash flow” hedge); (3) a foreign currency fair value or cash flow hedge (a “foreign currency” hedge); (4) a hedge of a net investment in a non-U.S. operation; or (5) a derivative utilized in either our trading activities or in our asset-and-liability management activities that is not designated as a hedge of an asset or liability.
Unrealized gains and losses on foreign exchange and interest-rate contracts are reported at fair value in our consolidated statement of condition as a component of other assets and accrued expenses and other liabilities, respectively, on a gross basis, except where such gains and losses arise from contracts covered by qualifying master netting agreements.income.
Derivatives Not Designated as Hedging Instruments
In connection with our trading activities, we use derivative financial instruments in our role as a financial intermediary and as both a manager and servicer of financial assets, in order to accommodate our clients' investment and risk management needs. In addition, we use derivative financial instruments for risk management purposes as economic hedges, which are not formally designated as accounting hedges, in order to contribute to our overall corporate earnings and liquidity. These activities are designed
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to generate trading services revenue and to manage volatility in our NII. The level of market risk that we assume is a function of our overall objectives and liquidity needs, our clients' requirements and market volatility.
With respect to cross-border investing, our clients often enter into foreign exchange forward contracts to convert currency for international investments and to manage the currency risk in their international investment portfolios. As an active participant in the foreign exchange markets, weWe provide foreign exchange forward contracts and options in support of theseour client needs, and also act as a dealer in the currency markets. As part of our trading activities, we assume positions in both the foreign exchange and interest-rateinterest rate markets by buying and selling cash instruments and using derivative financial instruments, including foreign exchange forward contracts, foreign exchange and interest-rate options and interest rate swaps,options, interest rate forward contracts, and interest rate futures. In the aggregate, we seek to match positions closely with the objective of minimizing related currency and interest-rate risk. We also use foreign currency swap contracts to manage the foreign exchange risk associated with certain foreign currency-denominated liabilities. The foreign exchange swap contracts are entered into for periods generally consistent with foreign currency exposure of the underlying transactions.
The entire change in the fair value of theour non-hedging derivatives utilized in our trading activities are recorded in foreign exchange trading services revenue, and the entire change in fair value of our non-hedging derivatives utilized in our asset-and-liability management activities are recorded in processing fees and other revenue.net interest income.
We offer products that provide book-value protection primarily to plan participants inenter into stable value wrap derivative contracts with unaffiliated stable value funds managed by non-affiliated investment managers of post-retirement defined contribution benefit plans, particularly 401(k) plans. We account for the associated contingencies, more fullythat allow a stable value fund to provide book value coverage to
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
its participants. These derivatives contracts qualify as guarantees as described in Note 12, individually as derivative financial instruments. These contracts are valued quarterly and unrealized losses, if any, are recorded in other expenses in our consolidated statement of income.12.
We grant deferred cash awards to certain of our employees as part of our employee incentive compensation plans. We account for these awards as derivative financial instruments, as the underlying referenced shares are not equity instruments of State Street.ours. The fair value of these derivatives is referenced to the value of units in State Street-sponsored investment funds or funds sponsored by other unrelated entities. We re-measure these derivatives to fair value quarterly, and record the change in value in compensation and employee
benefits expenses in our consolidated statement of income.
Derivatives Designated as Hedging Instruments
In connection with our asset-and-liability management activities, we use derivative financial instruments to manage our interest rate risk and foreign currency risk. Interest rate risk defined as the sensitivity of income or financial condition to variations in interest rates, is a significant non-trading market risk to which our assets and liabilities are exposed. We manage our interest rate risk by identifying, quantifying and hedging our exposures, using fixed-rate portfolio securities and a variety of derivative financial instruments, most frequently interest-rate swaps. Interest rate swap agreements alter the interest-rate characteristics of specific balance sheet assets or liabilities. We use foreign exchange forward and swap contracts to hedge foreign exchange exposure to various foreign currencies with respect tofor certain assets and liabilities. Our hedging relationships are formally designated, and qualify for hedge accounting, as fair value, cash flow or net investment hedges.
At both the inception of the hedge and on an ongoing basis, we formally assess and document the effectiveness of a derivative designated in a hedging relationship and the likelihood that the derivative will be an effective hedge in future periods. We discontinue hedge accounting prospectively when we determine that the derivative is no longer highly effective in offsetting changes in fair value or cash flows of the underlying risk being hedged, the derivative expires, terminates or is sold, or management discontinues the hedge designation.
The risk management objective of a highly effective hedging strategy that qualifies for hedge accounting must be formally documented. The hedge documentation includes the derivative hedging instrument, the asset or liability or forecasted transaction, type of risk being hedged and method for assessing hedge effectiveness of the derivative prospectively and retrospectively. We use quantitative methods including regression analysis and cumulative dollar offset method, comparing the change in the fair value of the derivative to the change in fair value or the cash flows of the hedged item. We may also utilize qualitative methods such as matching critical terms and evaluation of any changes in those critical terms. Effectiveness is assessed and documented quarterly and if determined that the derivative is not highly effective at hedging the designated risk hedge accounting is discontinued.
Fair Value Hedges
Derivatives designated as fair value hedges are utilized to mitigate the risk of changes in the fair values of recognized assets and liabilities. Differences between the gainsliabilities, including long-term debt, AFS securities, and losses on the hedging derivative and the gains and losses on the hedged asset or liability attributable to the hedged risk represent hedge ineffectiveness.foreign currency investment securities. We use interest rate or foreign exchangeFX contracts in this manner to manage our exposure to changes in the fair value of hedged items caused by changes in interest rates or foreign exchangeFX rates.
Changes in the fair value of athe derivative that is highly effective, and that is designated and qualifies as a fair value hedge, are recorded in processing fees and other revenue, along with the changes in fair value of the hedged asset or liability attributable to the hedged risk.
We have entered into interest rate swap agreements to modify our interest income from certain AFS investment securities from a fixed rate to a floating rate. The hedged AFS investment securities included hedged trusts that had a
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weighted-average life of approximately 4.6 years as of December 31, 2017, compared to 4.5 years as of December 31, 2016. These trusts are hedged with interest rate swap contracts of similar maturity, repricing frequency and fixed-rate coupons. The interest rate swap contracts convert the interest income from a fixed rate to a floating rate indexed to LIBOR, thereby mitigating our exposure to fluctuations in the fair value of the securities attributableitem due to changes in the benchmark interest rate.
We have entered into interest rate swap agreements to modify our interest expense on eight senior notes and one subordinated note from fixed rates to floating rates. The senior and subordinated noteshedged risk are hedged with interest rate swap contracts with notional amounts, maturities and fixed-rate coupon terms that effectively hedge the fixed-rate notes. The interest rate swap contracts convert the fixed-rate coupons to floating rates indexed to LIBOR, thereby mitigating our exposure to fluctuationsrecognized in earnings in the fair values of the senior and subordinated notes stemming from changes in the benchmark interest rates. The table below summarizes the maturities and the paid fixed interest rates forsame line item. If a hedge is terminated, but the hedged senior and subordinated notes:
|
| | | | |
| December 31, 2017 | | Maturity | | Paid Fixed Interest Rate |
| Senior Notes | | | | |
| | | 2020 | | 2.55% |
| | | 2021 | | 4.38 |
| | | 2021 | | 1.95 |
| | | 2022 | | 2.65 |
| | | 2023 | | 3.70 |
| | | 2024 | | 3.30 |
| | | 2025 | | 3.55 |
| | | 2026 | | 2.65 |
| | | | | |
| Subordinated Notes | | | | |
| | | 2023 | | 3.10 |
We have entered into foreign exchange swap contractsitem was not derecognized, all remaining adjustments to hedge the change in fair value attributable to foreign exchange movements in our foreign currency denominated investment securities and deposits. These forward contracts convert the foreign currency risk to U.S. dollars, thereby mitigating our exposure to fluctuations in the fair value of the securities and deposits attributable to changes in foreign exchange rates. Generally, no ineffectiveness is recorded in earnings, since the notionalcarrying amount of the hedging instrumentshedged item are amortized over a period that is alignedconsistent with the carrying valueamortization of other discounts or premiums associated with the hedged securities and deposits. The forward points on the hedging instruments are considered to be a hedging cost, and accordingly are excluded from the evaluation of hedge effectiveness and recorded in NII. Changes in the fair value of a derivative that are highly effective,
and that are designated and qualify as a foreign currency hedge, are recorded in processing fees and other revenue.item.
Cash Flow Hedges
Derivatives categorizeddesignated as cash flow hedges are utilized to offset the variability of cash flows to be received fromof recognized assets or paid on a floating-rate assetliabilities or liability. Ineffectiveness of cash flow hedges is defined as the extent to which the changes in fair value of the derivative exceed the changes in the present value of the forecasted cash flows attributable to the forecasted transaction.
transactions. We have entered into foreign exchangeFX contracts to hedge the change in cash flows attributable to foreign exchangeFX movements in foreign currency denominated investment securities. These foreign exchange contracts convert the foreign currency risk to U.S. dollars, thereby mitigating our exposure to fluctuations in the cash flows of the securities attributable to changes in foreign exchange rates. Generally, no ineffectiveness is recorded in earnings, since the critical terms of the hedging instruments and the hedged securities are aligned. Changes in the fair value of the derivative that are highly effective, and that are designated and qualify as a foreign currency hedge, are recorded in other comprehensive income.
WeAdditionally, we have entered into an interest rate swap agreementagreements to hedge the forecasted cash flows associated with LIBOR-indexedLIBOR indexed floating-rate loans. The interest rate swaps synthetically convert the loan interest receipts from a variable-rate to a fixed-rate, thereby mitigating the risk attributable to changes in the LIBOR benchmark rate.
Changes in fair value of the derivatives designated as cash flow hedges are initially recorded in AOCI and then reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings and are presented in the same income statement line item as the earnings effect of the hedged item. If the hedge relationship is terminated, the change in fair value on the derivative recorded in AOCI is reclassified into earnings consistent with the timing of the hedged item. For hedge relationships that are discontinued because a forecasted transaction is not expected to occur according to the original hedge terms, any related derivative values recorded in AOCI are immediately recognized in earnings. As of December 31, 2017,2019, the maximum maturity date of the underlying loans is approximately 4.94.7 years.
Net Investment Hedges
We haveDerivatives categorized as net investment hedges are entered into foreign exchange contracts to protect the net investment in our foreign operations against adverse changes in exchange rates. TheseWe use FX forward contracts to convert the foreign currency risk to U.S. dollars thereby mitigatingto mitigate our exposure to fluctuations in the fair value of our net investments in our foreign operations attributable to changes in foreign exchangeFX rates. The changes in fair value of the foreign exchangeFX forward contracts are recorded, net of taxes, in the foreign currency translation component of other comprehensive income. Effectiveness of net investment hedges is based on the overall changes in the fair value of the forward contracts and we measure the ineffectiveness of net investment hedge based on changes in forward foreign currency rates. There was no ineffectiveness for our net investment hedge during 2017.OCI.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents the aggregate contractual, or notional, amounts of derivative financial instruments including those entered into in connection with ourfor trading and asset-and-liability management activities as of the dates indicated:
| | | (In millions) | December 31,
2017 | | December 31,
2016 | December 31, 2019 | | December 31, 2018 |
| Derivatives not designated as hedging instruments: | | | | | | |
| Interest-rate contracts: | | | | |
| Interest rate contracts: | | | | |
| Futures | 2,392 |
| | 13,455 |
| $ | 4,368 |
| | $ | 2,348 |
|
| Foreign exchange contracts: | | | | | | |
| Forward, swap and spot | 1,679,976 |
| | 1,414,765 |
| 2,378,808 |
| | 2,238,819 |
|
| Options purchased | 350 |
| | 337 |
| 1,581 |
| | 578 |
|
| Options written | 302 |
| | 202 |
| 1,110 |
| | 576 |
|
| Futures | 50 |
| | — |
| 1,040 |
| | 49 |
|
| Commodity and equity contracts: | | | |
Commodity(1) | 16 |
| | — |
| |
Equity(1) | 50 |
| | — |
| |
| Other: | | | | | | |
| Stable value contracts | 26,653 |
| | 27,182 |
| |
Deferred value awards(2)(3) | 473 |
| | 409 |
| |
Stable value contracts(1) | | 26,895 |
| | 26,634 |
|
Deferred value awards(2) | | 389 |
| | 434 |
|
| Derivatives designated as hedging instruments: | | | | | | |
| Interest-rate contracts: | | | | |
| Interest rate contracts: | | | | |
| Swap agreements | 11,047 |
| | 10,169 |
| 15,196 |
| | 10,596 |
|
| Foreign exchange contracts: | | | | | | |
| Forward and swap | 28,913 |
| | 8,564 |
| 3,176 |
| | 3,412 |
|
(1)Primarily composed The notional value of positions held by a consolidated sponsored investment fund, more fully described in Note 14.the stable value contracts represents our maximum exposure. However, exposure to various stable value contracts is generally contractually limited to substantially lower amounts than the notional values.
(2) Represents grants of deferred value awards to employees; refer to discussion in this note under "Derivatives Not Designated as Hedging Instruments."
(3) Amount as of December 31, 2016 reflects $249 million related to the acceleration of expense associated with certain cash settled deferred incentive compensation awards.
In connection with our asset-and-liability management activities, we have entered into interest-rate contracts designated as fair value and cash flow hedges to manage our interest rate risk. The following tables present the aggregate notional amounts of these interest rate contracts and the related assets or liabilities being hedged as of the dates indicated:
|
| | | | | | | | | | | |
| | December 31, 2017 |
| (In millions) | Fair Value Hedges | | Cash
Flow
Hedges(1) | | Total |
| Investment securities available for sale | $ | 1,254 |
| | $ | — |
| | $ | 1,254 |
|
Long-term debt(2) | 8,493 |
| | — |
| | 8,493 |
|
| Floating rate loans | — |
| | 1,300 |
| | 1,300 |
|
| Total | $ | 9,747 |
| | $ | 1,300 |
| | $ | 11,047 |
|
|
| | | | | | | | | | | |
| | December 31, 2016 |
| (In millions) | Fair Value Hedges | | Cash
Flow
Hedges | | Total |
| Investment securities available for sale | $ | 1,444 |
| | $ | — |
| | $ | 1,444 |
|
Long-term debt(2) | 8,725 |
| | — |
| | 8,725 |
|
| Floating rate loans | — |
| | — |
| | — |
|
| Total | $ | 10,169 |
| | $ | — |
| | $ | 10,169 |
|
(1) In 2017, we entered into interest-rate contracts designated as cash flow hedges for floating rate loans.(2) As of December 31, 2017 and December 31, 2016 , these fair value hedges decreased the carrying value of long-term debt presented in our consolidated statement of condition by $87 million and $15 million, respectively.
Notional amounts of derivative financial instruments are not recorded in the consolidated statement of condition. They are provided here as an indication of the volume of our derivative activity and do not represent a measure of our potential gains or losses. The notional amounts are not required to be exchanged for most of our derivative contracts and they generally serve as a reference to calculate the fair values of the derivatives.
The following table presents the contractual and weighted-average interest rates for long-term debt, which include the effects of the fair value hedges presented in the table above, for the periods indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 |
| | Contractual
Rates | | Rate
Including
Impact of Hedges | | Contractual
Rates | | Rate
Including
Impact of Hedges |
| Long-term debt | 3.34 | % | | 2.66 | % | | 3.40 | % | | 2.29 | % |
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derivative.
The following tables present the fair value of derivative financial instruments, excluding the impact of master netting agreements, recorded in our consolidated statement of condition as of the dates indicated. The impact of master netting agreements is provided in Note 11 to the consolidated financial statements in this Form 10-K.11.
|
| | | | | | | |
| | Derivative Assets(1) |
| | Fair Value |
| (In millions) | December 31, 2017 | | December 31, 2016 |
| Derivatives not designated as hedging instruments: |
| Foreign exchange contracts | $ | 11,477 |
| | $ | 15,982 |
|
| Other derivative contracts | 1 |
| | — |
|
| Total | $ | 11,478 |
| | $ | 15,982 |
|
| | | | |
| Derivatives designated as hedging instruments: |
| Foreign exchange contracts | $ | 120 |
| | $ | 502 |
|
| Interest-rate contracts | 8 |
| | 68 |
|
| Total | $ | 128 |
| | $ | 570 |
|
|
| | | | | | | | | | | | | | | |
| | Derivative Assets(1) | | Derivative Liabilities(2) |
| (In millions) | December 31, 2019 | | December 31, 2018 | | December 31, 2019 | | December 31, 2018 |
| Derivatives not designated as hedging instruments: | | | | | | | |
| Foreign exchange contracts | $ | 15,140 |
| | $ | 16,369 |
| | $ | 15,054 |
| | $ | 16,434 |
|
| Other derivative contracts | — |
| | — |
| | 182 |
| | 214 |
|
| Total | $ | 15,140 |
| | $ | 16,369 |
| | $ | 15,236 |
| | $ | 16,648 |
|
| | | | | | | | |
| Derivatives designated as hedging instruments: | | | | | | | |
| Foreign exchange contracts | $ | — |
| | $ | 17 |
| | $ | 96 |
| | $ | 88 |
|
| Interest rate contracts | 8 |
| | 13 |
| | 49 |
| | 71 |
|
| Total | $ | 8 |
| | $ | 30 |
| | $ | 145 |
| | $ | 159 |
|
(1)Derivative assets are included within other assets in our consolidated statement of condition.
|
| | | | | | | |
| | Derivative Liabilities(1) |
| | Fair Value |
| (In millions) | December 31, 2017 | | December 31, 2016 |
| Derivatives not designated as hedging instruments: |
| Foreign exchange contracts | $ | 11,361 |
| | $ | 15,881 |
|
| Other derivative contracts | 284 |
| | 380 |
|
| Total | $ | 11,645 |
| | $ | 16,261 |
|
| | | | |
| Derivatives designated as hedging instruments: |
| Foreign exchange contracts | $ | 107 |
| | $ | 75 |
|
| Interest-rate contracts | 100 |
| | 348 |
|
| Total | $ | 207 |
| | $ | 423 |
|
(1)(2) Derivative liabilities are included within other liabilities in our consolidated statement of condition.
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The following tables present the impact of our use of derivative financial instruments on our consolidated statement of income for the periods indicated:
|
| | | | | | | | | | | | | |
| | Location of Gain (Loss) on Derivative in Consolidated Statement of Income | | Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income |
| | | | Years Ended December 31, |
| (In millions) | | | 2017 | | 2016 | | 2015 |
| Derivatives not designated as hedging instruments: | | | | | | |
| Foreign exchange contracts | Trading services revenue | | $ | 632 |
| | $ | 662 |
| | $ | 686 |
|
| Interest-rate contracts | Processing fees and other revenue | | — |
| | 1 |
| | — |
|
| Foreign exchange contracts | Processing fees and other revenue | | (23 | ) | | — |
| | — |
|
| Interest-rate contracts | Trading services revenue | | 8 |
| | (7 | ) | | (2 | ) |
| Credit derivative contracts | Trading services revenue | | — |
| | (1 | ) | | (1 | ) |
| Other derivative contracts | Trading services revenue | | — |
| | (2 | ) | | 8 |
|
| Other derivative contracts | Compensation and employee benefits | | (143 | ) | | (448 | ) | | (149 | ) |
| Total | | | $ | 474 |
| | $ | 205 |
| | $ | 542 |
|
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| | | | | | | | | | | | |
| | | Years Ended December 31, |
| | | 2019 | | 2018 | | 2017 |
| (In millions) | Location of Gain (Loss) on Derivative in Consolidated Statement of Income | Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income |
| Derivatives not designated as hedging instruments: | | | | | | |
| Foreign exchange contracts | Foreign exchange trading services revenue | $ | 630 |
| | $ | 723 |
| | $ | 632 |
|
| Foreign exchange contracts | Software and processing fees(1) | — |
| | — |
| | (23 | ) |
| Foreign exchange contracts | Interest expense(1) | (153 | ) | | (41 | ) | | — |
|
| Interest rate contracts | Foreign exchange trading services revenue | (3 | ) | | (6 | ) | | 8 |
|
| Interest rate contracts | Software and processing fees(1) | — |
| | (1 | ) | | — |
|
| Other derivative contracts | Foreign exchange trading services revenue | — |
| | 5 |
| | — |
|
| Other derivative contracts | Compensation and employee benefits | (205 | ) | | (171 | ) | | (143 | ) |
| Total | | $ | 269 |
| | $ | 509 |
| | $ | 474 |
|
| | | | | | | |
(1) 2018 includes approximately $15 million of swap costs related to the first quarter of 2018 that were reclassified from software and processing fees to NII. |
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Location of Gain (Loss) on Derivative in Consolidated Statement of Income | | Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income | | Hedged Item in Fair Value Hedging Relationship | | Location of Gain (Loss) on Hedged Item in Consolidated Statement of Income | | Amount of Gain (Loss) on Hedged Item Recognized in Consolidated Statement of Income |
| | | | Years Ended December 31, | | | | | | Years Ended December 31, |
| (In millions) | | | 2017 | | 2016 | | 2015 | | | | | | 2017 | | 2016 | | 2015 |
| Derivatives designated as fair value hedges: | | | | | | | | | | | | | | |
| Foreign exchange contracts | Processing fees and
other revenue | | $ | 18 |
| | $ | (6 | ) | | $ | (101 | ) | | Investment securities | | Processing fees and
other revenue | | $ | (18 | ) | | $ | 6 |
| | $ | 101 |
|
| Foreign exchange contracts | Processing fees and other revenue | | 626 |
| | 221 |
| | (241 | ) | | FX deposit | | Processing fees and other revenue | | (626 | ) | | (221 | ) | | 241 |
|
| Interest-rate contracts | Processing fees and other revenue | | 39 |
| | 43 |
| | 16 |
| | Available-for-sale securities | | Processing fees and other revenue(1) | | (37 | ) | | (40 | ) | | (17 | ) |
| Interest-rate contracts | Processing fees and
other revenue | | (38 | ) | | (98 | ) | | 61 |
| | Long-term debt | | Processing fees and
other revenue | | 39 |
| | 100 |
| | (54 | ) |
| Total | | | $ | 645 |
| | $ | 160 |
| | $ | (265 | ) | | | | | | $ | (642 | ) | | $ | (155 | ) | | $ | 271 |
|
|
| | | | | | | | | | | | | | | |
| | December 31, 2019 |
| | Hedged Items Currently Designated | | Hedged Items No Longer Designated(1) |
| (In millions) | Carrying Amount of Assets and Liabilities(2) | | Cumulative Hedge Accounting Basis Adjustments | | Carrying Amount of Assets and Liabilities | | Cumulative Hedge Accounting Basis Adjustments |
| Long-term debt | $ | 9,769 |
| | $ | 164 |
| | $ | 1,199 |
| | $ | (8 | ) |
| Available-for-sale securities | 940 |
| | 49 |
| | — |
| | — |
|
| Total | $ | 10,709 |
| | $ | 213 |
| | $ | 1,199 |
| | $ | (8 | ) |
| | | | | | | | |
| | December 31, 2018 |
| | Hedged Items Currently Designated | | Hedged Items No Longer Designated(1) |
| (In millions) | Carrying Amount of Assets and Liabilities(2) | | Cumulative Hedge Accounting Basis Adjustments | | Carrying Amount of Assets and Liabilities | | Cumulative Hedge Accounting Basis Adjustments |
| Long-term debt | $ | 8,270 |
| | $ | (137 | ) | | $ | 1,197 |
| | $ | (20 | ) |
| Available-for-sale securities | 1,496 |
| | 72 |
| | 50 |
| | 1 |
|
| Total | $ | 9,766 |
| | $ | (65 | ) | | $ | 1,247 |
| | $ | (19 | ) |
(1) Represents hedged items no longer designated in qualifying fair value hedging relationships for which an associated basis adjustment exists at the balance sheet date.
(2) Does not include the carrying amount of hedged items when only foreign currency risk is the designated hedged risk. The carrying amount excluded for investment securities was 0 and $458 million for December 31, 2019 and December 31, 2018, respectively.
As of December 31, 2019 and December 31, 2018, the total notional amount of the interest rate swaps of fair value hedges was $10.20 billion and $9.30 billion, respectively.
State Street Corporation | 150
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present the impact of our use of derivative financial instruments on our consolidated statement of income for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Years Ended December 31, | | | | | | Years Ended December 31, |
| | | | 2019 | | 2018 | | 2017 | | | | | | 2019 | | 2018 | | 2017 |
| (In millions) | Location of Gain (Loss) on Derivative in Consolidated Statement of Income | | Amount of Gain
(Loss) on Derivative
Recognized in
Consolidated
Statement of Income |
| Hedged Item in Fair Value Hedging Relationship | | Location of Gain (Loss) on Hedged Item in Consolidated Statement of Income | | Amount of Gain
(Loss) on Hedged
Item Recognized in
Consolidated
Statement of Income |
| Derivatives designated as fair value hedges: |
| Foreign exchange contracts | Software and processing fees | | $ | — |
| | $ | (74 | ) | | $ | 18 |
| | Investment securities | | Software and processing fees
| | $ | — |
| | $ | 74 |
| | $ | (18 | ) |
| Foreign exchange contracts | Software and processing fees
| | — |
| | (328 | ) | | 626 |
|
|
| Foreign exchange deposit | | Software and processing fees
| | — |
| | 328 |
| | (626 | ) |
| Interest rate contracts | Net interest income | | (4 | ) | | 31 |
| | — |
|
|
| Available-for-sale securities(1) | | Net interest income | | 2 |
| | (32 | ) | | — |
|
| Interest rate contracts | Net interest income | | 266 |
| | (58 | ) | | — |
|
|
| Long-term debt | | Net interest income | | (255 | ) | | 49 |
| | — |
|
| Interest rate contracts | Software and processing fees
| | — |
| | — |
| | 39 |
| — |
| Available-for-sale securities(1) | | Software and processing fees
| | — |
| — |
| — |
| | (37 | ) |
| Interest rate contracts | Software and processing fees
| | — |
| | — |
| | (38 | ) | — |
| Long-term debt | | Software and processing fees | | — |
| — |
| — |
| | 39 |
|
| Total |
| | $ | 262 |
|
| $ | (429 | ) | | $ | 645 |
| | | | | | $ | (253 | ) |
|
| $ | 419 |
|
| $ | (642 | ) |
(1) In 2019, 2018 and 2017, 2016 and 2015, $22$18 million, $23$24 million and $12$22 million, respectively, of net unrealized gains on AFS investment securities designated in fair value hedges were recognized in OCI.
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, | | | | Years Ended December 31, |
| | 2019 | | 2018 | | 2017 | | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | | 2019 | | 2018 | | 2017 |
| (In millions) | Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | | | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income |
| Derivatives designated as cash flow hedges: | | |
| Interest rate contracts | $ | 8 |
| | $ | (12 | ) | | $ | (14 | ) | | Net interest income | | $ | (10 | ) | | $ | (1 | ) | | $ | 2 |
|
| Foreign exchange contracts | 43 |
| | (12 | ) | | (104 | ) | | Net interest income | | 27 |
| | 27 |
| | 24 |
|
| Total derivatives designated as cash flow hedges | $ | 51 |
| | $ | (24 | ) | | $ | (118 | ) | | | | $ | 17 |
| | $ | 26 |
| | $ | 26 |
|
| | | | | | | | | | | | | | |
| Derivatives designated as net investment hedges: | | |
| Foreign exchange contracts | $ | 30 |
| | $ | 81 |
| | $ | (160 | ) | | Gains (Losses) related to investment securities, net | | $ | — |
| | $ | — |
| | $ | — |
|
| Total derivatives designated as net investment hedges | 30 |
| | 81 |
| | (160 | ) | | | | — |
| | — |
| | — |
|
| | | | | | | | | | | | | | |
| Total | $ | 81 |
| | $ | 57 |
| | $ | (278 | ) | | | | $ | 17 |
| | $ | 26 |
| | $ | 26 |
|
Differences betweenDerivatives Netting and Credit Contingencies
Netting
Derivatives receivable and payable as well as cash collateral from the gains (losses)same counterparty are netted in the consolidated statement of condition for those counterparties with whom we have legally binding master netting agreements in place. In addition to cash collateral received and transferred presented on a net basis, we also receive and transfer collateral in the form of securities, which mitigate credit risk but are not eligible for netting. Additional information on netting is provided in Note 11.
Credit Contingencies
Certain of our derivatives are subject to master netting agreements with our derivative
counterparties containing credit risk-related contingent features, which requires us to maintain an investment grade credit rating with the various credit rating agencies. If our rating falls below investment grade, we would be in violation of the provisions, and
counterparties to the
gains (losses)derivatives could request immediate payment or demand full overnight collateralization on
derivatives instruments in net liability positions. The aggregate fair value of all derivatives with credit contingent features and in a liability position as of December 31, 2019 totaled approximately $2.03 billion, against which we provided $0.71 billion of collateral in the
hedged item, excluding any amounts recorded in NII, represent hedge ineffectiveness.normal course of business. If our credit related contingent features underlying these agreements were triggered as of December 31, 2019, the maximum additional collateral we would be required to post to our counterparties is approximately $1.32 billion. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amount of Gain (Loss) on Derivative Recognized in Other Comprehensive Income | | Location of Gain (Loss) Reclassified from OCI to Consolidated Statement of Income | | Amount of Gain (Loss) Reclassified from OCI to Consolidated Statement of Income | | Location of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income | | Amount of Gain (Loss) on Derivative Recognized in Consolidated Statement of Income |
| | Years Ended December 31, | | | | Years Ended December 31, | | | | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 | | | | 2017 | | 2016 | | 2015 | | | | 2017 | | 2016 | | 2015 |
| Derivatives designated as cash flow hedges: | | | | | | | | | | | | | | | | | | | | | |
| Interest-rate contracts | $ | (14 | ) | | $ | — |
| | $ | — |
| | Net interest income | | $ | — |
| | $ | — |
| | $ | (4 | ) | | Net interest income | | $ | 2 |
| | $ | — |
| | $ | — |
|
| Foreign exchange contracts | (104 | ) | | (39 | ) | | 55 |
| | Net interest income | | — |
| | — |
| | — |
| | Net interest income | | 24 |
| | 24 |
| | 10 |
|
| Total | $ | (118 | ) | | $ | (39 | ) | | $ | 55 |
| | | | $ | — |
| | $ | — |
| | $ | (4 | ) | | | | $ | 26 |
| | $ | 24 |
| | $ | 10 |
|
| | | | | | | | | | | | | | | | | | | | | | |
| Derivatives designated as net investment hedges: | | | | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | $ | (160 | ) | | $ | 109 |
| | $ | — |
| | Gains (Losses) related to investment securities, net | | $ | — |
| | $ | — |
| | $ | — |
| | Gains (Losses) related to investment securities, net | | $ | — |
| | $ | — |
| | $ | — |
|
| Total | $ | (160 | ) | | $ | 109 |
| | $ | — |
| | | | $ | — |
| | $ | — |
| | $ | — |
| | | | $ | — |
| | $ | — |
| | $ | — |
|
State Street Corporation | 159151
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11. Offsetting Arrangements
We manage credit and counterparty risk by entering into enforceable netting agreements and other collateral arrangements with counterparties to derivative contracts and secured financing transactions, including resale and repurchase agreements, and principal securities borrowing and lending agreements. These netting agreements mitigate our counterparty credit risk by providing for a single net settlement with a counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement. In limited cases, a netting agreement may also provide for the periodic netting of settlement payments with respect to multiple different transaction types in the normal course of business. Certain of our derivative contractstransactions are executed under either standardizedsubject to master netting agreements or, for exchange-tradedthat allow us to net receivables and payables by contract and settlement type. For those legally enforceable contracts, we net receivables and payables with the same counterparty on our statement of condition.
In addition to netting receivables and payables with our derivatives the relevant contracts forcounterparty where a particular exchange which containlegal and enforceable netting provisions. In certain cases,arrangement exist, we may have cross-productalso net related cash collateral received and transferred up to the fair value exposure amount.
With respect to our securities financing arrangements, we net balances outstanding on our consolidated statement of condition for those transactions that met the netting arrangements which allow for nettingrequirements and set-off of a variety of types of derivatives with a single counterparty. A derivative netting arrangement creates an enforceable right of set-off that becomes effective, and effects the realization or settlement of individual financial assets and liabilities, only following a specified event of default. Collateral requirements associated with our derivative contracts are determined after a review of the creditworthiness of each counterparty, and the requirements are monitored and adjusted daily, typically based on net exposure by counterparty. Collateral is generally in the form of cash or highly liquid U.S. government securities.
In connection with secured financing transactions, we enter into netting agreements and other collateral arrangements with counterparties, which provide for the right to liquidate collateral in the event of default. Collateral is generally required in the form of cash, equity securities or fixed-income securities. Default events may include the failure to make payments or deliver securities timely, material adverse changes in financial condition or insolvency, the breach of minimum regulatory capital requirements, or loss of license, charter or other legal
authorization necessary to performwere transacted under the contract.
In order for an arrangement to be eligible for netting, we must have a reasonable basis to conclude that such netting arrangements are legally enforceable. The analysis of the legal enforceability of an arrangement differs by jurisdiction, depending on the laws of that jurisdiction. In many jurisdictions, specific legislation exists that provides for the enforceability in bankruptcy of close-out netting under a netting agreement, typically by way of specific exception from more general prohibitions on the exercise of creditor rights.
When we have a legally enforceable netting arrangement between us and the derivative counterparty and the relevant transaction is the type of transaction that is recorded in our consolidated statement of condition, we offset derivative assets and liabilities, and the related collateral received and provided, in our consolidated statement of condition. We also offset assets and liabilities related to secured financing transactions with the same counterpartycounterparty.
Securities received as collateral under securities financing or clearinghouse which have the same maturity date and are settled in the normal course of business on a net basis.
Collateral that we receive in the form of securities in connection with secured financingderivatives transactions and derivative contracts can be transferred or re-pledged as collateral in many instances to enter into repurchase agreements or securities finance or derivative transactions.instances. The securities collateral received in connection with our securities finance activities isas proceeds under secured lending transactions are recorded at a value that approximates fair value in other assets in our consolidated statement of condition with a related liability to return the collateral, if we have the right to transfer or re-pledge the collateral.
As of December 31, 20172019 and December 31, 2016,2018, the fair value of securities received as collateral from third parties where we are permitted to transfer or re-pledge the securities totaled $2.47$10.09 billion and $1.77$11.69 billion, respectively, and the fair value of the portion that had been transferred or re-pledged as of the same dates was $15$5.72 billion and $5.31 million, and $166 million, respectively.
State Street Corporation | 160
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about the offsetting of assets related to derivative contracts and secured financing transactions, as of the dates indicated:
|
| | | | | | | | | | | | | | | | | | | |
| Assets: | December 31, 2019 |
| | Gross Amounts of Recognized Assets(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Assets Presented in Statement of Condition | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | | | Cash and Securities Received(4) | | Net Amount(5) |
| Derivatives: | | | | | | |
| Foreign exchange contracts | $ | 15,140 |
| | $ | (8,081 | ) | | $ | 7,059 |
| | $ | — |
| | $ | 7,059 |
|
Interest rate contracts(6) | 8 |
| | (4 | ) | | 4 |
| | — |
| | 4 |
|
| Cash collateral and securities netting | NA |
| | (2,310 | ) | | (2,310 | ) | | (685 | ) | | (2,995 | ) |
| Total derivatives | 15,148 |
| | (10,395 | ) | | 4,753 |
| | (685 | ) | | 4,068 |
|
| Other financial instruments: | | | | | | | | | |
Resale agreements and securities borrowing(7)(8) | 179,989 |
| | (159,978 | ) | | 20,011 |
| | (19,572 | ) | | 439 |
|
| Total derivatives and other financial instruments | $ | 195,137 |
| | $ | (170,373 | ) | | $ | 24,764 |
| | $ | (20,257 | ) | | $ | 4,507 |
|
State Street Corporation | 152
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | |
| Assets: | | December 31, 2017 |
| | | | | | | | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | Gross Amounts of Recognized Assets(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Assets Presented in Statement of Condition | | Cash and Securities Received(4) | | Net Amount(5) |
| Derivatives: | | | | | | |
| Foreign exchange contracts | | $ | 11,597 |
| | $ | (5,548 | ) | | $ | 6,049 |
| | | | $ | 6,049 |
|
Interest-rate contracts(6) | | 8 |
| | — |
| | 8 |
| | | | 8 |
|
| Other derivative contracts | | 1 |
| | — |
| | 1 |
| | | | 1 |
|
| Cash collateral and securities netting | | NA |
| | (2,045 | ) | | (2,045 | ) | | $ | (124 | ) | | (2,169 | ) |
| Total derivatives | | 11,606 |
| | (7,593 | ) | | 4,013 |
| | (124 | ) | | 3,889 |
|
| Other financial instruments: | | | | | | |
Resale agreements and securities borrowing(7) | | 70,079 |
| | (47,434 | ) | | 22,645 |
| | (22,645 | ) | | — |
|
| Total derivatives and other financial instruments | | $ | 81,685 |
| | $ | (55,027 | ) | | $ | 26,658 |
| | $ | (22,769 | ) | | $ | 3,889 |
|
| | | Assets: | | December 31, 2016 | December 31, 2018 |
| | | | | | | | | Gross Amounts Not Offset in Statement of Condition | Gross Amounts of Recognized Assets(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Assets Presented in Statement of Condition | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | Gross Amounts of Recognized Assets(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Assets Presented in Statement of Condition | | Cash and Securities Received(4) | | Net Amount(5) | | Cash and Securities Received(4) | | Net Amount(5) |
| Derivatives: | | | | | | | | | | | | | | | | | | | |
| Foreign exchange contracts | | $ | 16,484 |
| | $ | (8,257 | ) | | $ | 8,227 |
| | | | $ | 8,227 |
| $ | 16,386 |
| | $ | (10,223 | ) | | $ | 6,163 |
| | $ | — |
| | $ | 6,163 |
|
| Interest-rate contracts | | 68 |
| | (68 | ) | | — |
| | | | — |
| |
Interest rate contracts(6) | | 13 |
| | — |
| | 13 |
| | — |
| | 13 |
|
| Cash collateral and securities netting | | NA |
| | (906 | ) | | (906 | ) | | $ | (247 | ) | | (1,153 | ) | NA |
| | (987 | ) | | (987 | ) | | (220 | ) | | (1,207 | ) |
| Total derivatives | | 16,552 |
| | (9,231 | ) | | 7,321 |
| | (247 | ) | | 7,074 |
| 16,399 |
| | (11,210 | ) | | 5,189 |
| | (220 | ) | | 4,969 |
|
| Other financial instruments: | | | | | | | | | | | | | | | | | | | |
Resale agreements and securities borrowing(7)(8) | | 58,677 |
| | (35,517 | ) | | 23,160 |
| | (22,939 | ) | | 221 |
| 116,143 |
| | (91,889 | ) | | 24,254 |
| | (22,872 | ) | | 1,382 |
|
| Total derivatives and other financial instruments | | $ | 75,229 |
| | $ | (44,748 | ) | | $ | 30,481 |
| | $ | (23,186 | ) | | $ | 7,295 |
| $ | 132,542 |
| | $ | (103,099 | ) | | $ | 29,443 |
| | $ | (23,092 | ) | | $ | 6,351 |
|
(1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement.
(2) Derivative amounts are carried at fair value and securities financing amounts are carried at amortized cost, except for securities collateral which is also carried at fair value. Refer to Note 1 and Note 2 for additional information about the measurement basis of thesederivative instruments.
(3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition.
(4) Includes securities in connection with our securities borrowing transactions.
(5) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements.
(6)Variation margin payments presented as settlements rather than collateral.
(7) Included in the $22,645 million$20.01 billion as of December 31, 20172019 were $3,241 million$1.49 billion of resale agreements and $19,404 million$18.52 billion of collateral provided related to securities borrowing. Included in the $23,160 million$24.25 billion as of December 31, 20162018 were $1,956 million$4.68 billion of resale agreements and $21,204 million$19.58 billion of collateral provided related to securities borrowing. Resale agreements and collateral provided related to securities borrowing were recorded in securities purchased under resale agreements and other assets, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal securities finance transactions.
(8) Offsetting of resale agreements primarily relates to our involvement in FICC, where we settle transactions on a net basis for payment and delivery through the Fedwire system.
NA Not applicable
State Street Corporation | 161
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following tables present information about the offsetting of liabilities related to derivative contracts and secured financing transactions, as of the dates indicated:
|
| | | | | | | | | | | | | | | | | | | |
| Liabilities: | December 31, 2019 |
| | Gross Amounts of Recognized Liabilities(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Liabilities Presented in Statement of Condition | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | | | Cash and Securities Received(4) | | Net Amount(5) |
| Derivatives: | | | | | | |
| Foreign exchange contracts | $ | 15,150 |
| | $ | (8,081 | ) | | $ | 7,069 |
| | $ | — |
| | $ | 7,069 |
|
Interest rate contracts(6) | 49 |
| | (4 | ) | | 45 |
| | — |
| | 45 |
|
| Other derivative contracts | 182 |
| | — |
| | 182 |
| | — |
| | 182 |
|
| Cash collateral and securities netting | NA |
| | (837 | ) | | (837 | ) | | (557 | ) | | (1,394 | ) |
| Total derivatives | 15,381 |
| | (8,922 | ) | | 6,459 |
| | (557 | ) | | 5,902 |
|
| Other financial instruments: | | | | | | | | | |
Repurchase agreements and securities lending(7)(8) | 171,853 |
| | (159,977 | ) | | 11,876 |
| | (10,793 | ) | | 1,083 |
|
| Total derivatives and other financial instruments | $ | 187,234 |
| | $ | (168,899 | ) | | $ | 18,335 |
| | $ | (11,350 | ) | | $ | 6,985 |
|
State Street Corporation | 153
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | |
| Liabilities: | | December 31, 2017 |
| | | | | | | | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | Gross Amounts of Recognized Liabilities(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Liabilities Presented in Statement of Condition | | Cash and Securities Provided(4) | | Net Amount(5) |
| Derivatives: | | | | | | |
| Foreign exchange contracts | | $ | 11,467 |
| | $ | (5,548 | ) | | $ | 5,919 |
| | | | $ | 5,919 |
|
Interest-rate contracts(6) | | 100 |
| | — |
| | 100 |
| | | | 100 |
|
| Other derivative contracts | | 285 |
| | — |
| | 285 |
| | | | 285 |
|
| Cash collateral and securities netting | | NA |
| | (422 | ) | | (422 | ) | | $ | (450 | ) | | (872 | ) |
| Total derivatives | | 11,852 |
| | (5,970 | ) | | 5,882 |
| | (450 | ) | | 5,432 |
|
| Other financial instruments: | | | | | |
|
|
Repurchase agreements and securities lending(7) | | 54,127 |
| | (47,434 | ) | | 6,693 |
| | (4,299 | ) | | 2,394 |
|
| Total derivatives and other financial instruments | | $ | 65,979 |
| | $ | (53,404 | ) | | $ | 12,575 |
| | $ | (4,749 | ) | | $ | 7,826 |
|
|
| | | | | | | | | | | | | | | | | | | | |
| Liabilities: | | December 31, 2016 |
| | | | | | | | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | Gross Amounts of Recognized Liabilities(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Liabilities Presented in Statement of Condition | | Cash and Securities Provided(4) | | Net Amount(5) |
| Derivatives: | | | | | | | | | | |
| Foreign exchange contracts | | $ | 15,956 |
| | $ | (8,253 | ) | | $ | 7,703 |
| | | | $ | 7,703 |
|
| Interest-rate contracts | | 348 |
| | (73 | ) | | 275 |
| | | | 275 |
|
| Other derivative contracts | | 380 |
| | — |
| | 380 |
| | | | 380 |
|
| Cash collateral and securities netting | | NA |
| | (2,356 | ) | | (2,356 | ) | | $ | (180 | ) | | (2,536 | ) |
| Total derivatives | | 16,684 |
| | (10,682 | ) | | 6,002 |
| | (180 | ) | | 5,822 |
|
| Other financial instruments: | | | | | | | | | | |
Resale agreements and securities lending(7) | | 44,933 |
| | (35,517 | ) | | 9,416 |
| | (7,059 | ) | | 2,357 |
|
| Total derivatives and other financial instruments | | $ | 61,617 |
| | $ | (46,199 | ) | | $ | 15,418 |
| | $ | (7,239 | ) | | $ | 8,179 |
|
|
| | | | | | | | | | | | | | | | | | | |
| Liabilities: | December 31, 2018 |
| | Gross Amounts of Recognized Liabilities(1)(2) | | Gross Amounts Offset in Statement of Condition(3) | | Net Amounts of Liabilities Presented in Statement of Condition | | Gross Amounts Not Offset in Statement of Condition |
| (In millions) | | | | Cash and Securities Received(4) | | Net Amount(5) |
| Derivatives: | | | | | | | | | |
| Foreign exchange contracts | $ | 16,522 |
| | $ | (10,223 | ) | | $ | 6,299 |
| | $ | — |
| | $ | 6,299 |
|
Interest rate contracts(6) | 71 |
| | — |
| | 71 |
| | — |
| | 71 |
|
| Other derivative contracts | 214 |
| | — |
| | 214 |
| | — |
| | 214 |
|
| Cash collateral and securities netting | NA |
| | (1,341 | ) | | (1,341 | ) | | (215 | ) | | (1,556 | ) |
| Total derivatives | 16,807 |
| | (11,564 | ) | | 5,243 |
| | (215 | ) | | 5,028 |
|
| Other financial instruments: | | | | | | | | | |
Repurchase agreements and securities lending(7)(8) | 104,494 |
| | (91,889 | ) | | 12,605 |
| | (11,543 | ) | | 1,062 |
|
| Total derivatives and other financial instruments | $ | 121,301 |
| | $ | (103,453 | ) | | $ | 17,848 |
| | $ | (11,758 | ) | | $ | 6,090 |
|
(1) Amounts include all transactions regardless of whether or not they are subject to an enforceable netting arrangement.
(2) Derivative amounts are carried at fair value and securities financing amounts are carried at amortized cost, except for securities collateral which is also carried at fair value. Refer to Note 1 and Note 2 for additional information about the measurement basis of thesederivative instruments.
(3) Amounts subject to netting arrangements which have been determined to be legally enforceable and eligible for netting in the consolidated statement of condition.
(4) Includes securities provided in connection with our securities lending transactions.
(5) Includes amounts secured by collateral not determined to be subject to enforceable netting arrangements.
(6) Variation margin payments presented as settlements rather than collateral.
(7) Included in the $6,693 million$11.88 billion as of December 31, 20172019 were $2,842 million$1.10 billion of repurchase agreements and $3,851 million$10.77 billion of collateral received related to securities lending.lending transactions. Included in the $9,416 million$12.60 billion as of December 31, 20162018 were $4,400 million$1.08 billion of repurchase agreements and $5,016 million$11.52 billion of collateral received related to securities lending.lending transactions. Repurchase agreements and collateral received related to securities lending were recorded in securities sold under repurchase agreements and accrued expenses and other liabilities, respectively, in our consolidated statement of condition. Refer to Note 12 for additional information with respect to principal securities finance transactions.
(8) Offsetting of repurchase agreements primarily relates to our involvement in FICC, where we settle transactions on a net basis for payment and delivery through the Fedwire system.
NANot applicable
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The securities transferred under resale and repurchase agreements typically are U.S. Treasury, agency and agency MBS. In our principal securities borrowing and lending arrangements, the securities transferred are predominantly equity securities and some corporate debt securities. The fair value of the securities transferred may increase in value to an amount greater than the amount received under our repurchase and securities lending arrangements, which exposes the Company withus to counterparty risk. We require the review of the price of the underlying
securities in relation to the carrying value of the repurchase agreements and securities lending arrangements on a daily basis and when appropriate, adjust the cash or security to be obtained or returned to counterparties that is reflective of the required collateral levels.
The following tables summarizetable summarizes our repurchase agreements and securities lending transactions by category of collateral pledged and remaining maturity of these agreements as of the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2019 | | As of December 31, 2018 |
| (In millions) | Overnight and Continuous | | Up to 30 Days | | Greater than 90 Days | | Total | | Overnight and Continuous | | Up to 30 Days | | Greater than 90 Days | | Total |
| Repurchase agreements: | | | | | | | | | | | | | | | |
| U.S. Treasury and agency securities | $ | 156,465 |
| | $ | — |
| | $ | — |
| | $ | 156,465 |
| | $ | 88,904 |
| | $ | — |
| | $ | — |
| | $ | 88,904 |
|
| Total | 156,465 |
| | — |
| | — |
| | 156,465 |
| | 88,904 |
| | — |
| | — |
| | 88,904 |
|
| Securities lending transactions: | | | | | | | | | | | | | | | |
| US Treasury and agency securities | 15 |
| | — |
| | — |
| | 15 |
| | 249 |
| | — |
| | — |
| | 249 |
|
| Corporate debt securities | 354 |
| | — |
| | — |
| | 354 |
| | 278 |
| | — |
| | — |
| | 278 |
|
| Equity securities | 7,389 |
| | — |
| | 130 |
| | 7,519 |
| | 6,426 |
| | 137 |
| | — |
| | 6,563 |
|
Other(1) | 7,500 |
| | — |
| | — |
| | 7,500 |
| | 8,500 |
| | — |
| | — |
| | 8,500 |
|
| Total | 15,258 |
| | — |
| | 130 |
| | 15,388 |
| | 15,453 |
| | 137 |
| | ��� |
| | 15,590 |
|
| Gross amount of recognized liabilities for repurchase agreements and securities lending | $ | 171,723 |
| | $ | — |
| | $ | 130 |
| | $ | 171,853 |
| | $ | 104,357 |
| | $ | 137 |
| | $ | — |
| | $ | 104,494 |
|
(1) Represents a security interest in underlying client assets related to our enhanced custody business, which assets clients have allowed us to transfer and re-pledge. |
| | | | | | | | | | | | | | | | |
| | | Remaining Contractual Maturity of the Agreements |
| | | As of December 31, 2017 |
| (In millions) | | Overnight and Continuous | | Up to 30 days | | 30 – 90 days | | Total |
| Repurchase agreements: | | | | | | | | |
| U.S. Treasury and agency securities | | $ | 43,072 |
| | $ | — |
| | $ | — |
| | $ | 43,072 |
|
| Total | | 43,072 |
| | — |
| | — |
| | 43,072 |
|
| Securities lending transactions: | | | | | | | | |
| Corporate debt securities | | 35 |
| | — |
| | — |
| | 35 |
|
| Equity securities | | 11,020 |
| | — |
| | — |
| | 11,020 |
|
| Non-U.S. sovereign debt | | — |
| | — |
| | — |
| | — |
|
| Total | | 11,055 |
| | — |
| | — |
| | 11,055 |
|
| Gross amount of recognized liabilities for repurchase agreements and securities lending | | $ | 54,127 |
| | $ | — |
| | $ | — |
| | $ | 54,127 |
|
|
| | | | | | | | | | | | | | | | |
| | | Remaining Contractual Maturity of the Agreements |
| | | As of December 31, 2016 |
| (In millions) | | Overnight and Continuous | | Up to 30 days | | 30 – 90 days | | Total |
| Repurchase agreements: | | | | | | | | |
| U.S. Treasury and agency securities | | $ | 35,509 |
| | $ | — |
| | $ | — |
| | $ | 35,509 |
|
| Total | | 35,509 |
| | — |
| | — |
| | 35,509 |
|
| Securities lending transactions: | | | | | | | | |
| Corporate debt securities | | 53 |
| | — |
| | — |
| | 53 |
|
| Equity securities | | 8,337 |
| | — |
| | 1,034 |
| | 9,371 |
|
| Total | | 8,390 |
| | — |
| | 1,034 |
| | 9,424 |
|
| Gross amount of recognized liabilities for repurchase agreements and securities lending | | $ | 43,899 |
| | $ | — |
| | $ | 1,034 |
| | $ | 44,933 |
|
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12. Commitments and Guarantees
The following table presents the aggregate gross contractual amounts of our off-balance sheet commitments and off-balance sheet guarantees as of the dates indicated.indicated:
| | | (In millions) | December 31, 2017 | | December 31, 2016 | December 31, 2019 | | December 31, 2018 |
| Commitments: | | | | | | |
| Unfunded credit facilities | $ | 26,488 |
| | $ | 26,993 |
| $ | 29,697 |
| | $ | 28,951 |
|
| | | | | |
Guarantees(1): | | | | | | |
| Indemnified securities financing | $ | 381,817 |
| | $ | 360,452 |
| $ | 367,901 |
| | $ | 342,337 |
|
| Stable value protection | 26,653 |
| | 27,182 |
| |
| Standby letters of credit | 3,158 |
| | 3,459 |
| 3,324 |
| | 2,985 |
|
(1) The potential losses associated with these guarantees equal the gross contractual amounts and do not consider the value of any collateral or reflect any participations to independent third parties.
Unfunded Credit Facilities
Unfunded credit facilities consist of liquidity facilities for our fund and municipal lending clients and undrawn lines of credit related to senior secured bank loans.
As of December 31, 2017,2019, approximately 72%73% of our unfunded commitments to extend credit expire within one year. Since many of these commitments are expected to expire or renew without being drawn upon, the gross contractual amounts do not necessarily represent our future cash requirements.
Indemnified Securities Financing
On behalf of our clients, we lend their securities, as agent, to brokers and other institutions. In most circumstances, we indemnify our clients for the fair market value of those securities against a failure of the borrower to return such securities. We require the borrowers to maintain collateral in an amount in excess of 100% of the fair market value of the securities borrowed. Securities on loan and the collateral are revalued daily to determine if additional collateral is necessary or if excess collateral is required to be returned to the borrower. Collateral received in connection with our securities lending services is held by us as agent and is not recorded in our consolidated statement of condition.
The cash collateral held by us as agent is invested on behalf of our clients. In certain cases, the cash collateral is invested in third-party repurchase agreements, for which we indemnify the client against the loss of the principal invested. We require the counterparty to the indemnified repurchase agreement to provide collateral in an amount in excess of 100% of the amount of the repurchase agreement. In our role as agent, the indemnified repurchase agreements and the related collateral
held by us are not recorded in our consolidated statement of condition.
The following table summarizes the aggregate fair values of indemnified securities financing and related collateral, as well as collateral invested in indemnified repurchase agreements, as of the dates indicated:
|
| | | | | | | |
| (In millions) | December 31, 2019 | | December 31, 2018 |
| Fair value of indemnified securities financing | $ | 367,901 |
| | $ | 342,337 |
|
| Fair value of cash and securities held by us, as agent, as collateral for indemnified securities financing | 385,428 |
| | 357,893 |
|
| Fair value of collateral for indemnified securities financing invested in indemnified repurchase agreements | 45,658 |
| | 42,610 |
|
| Fair value of cash and securities held by us or our agents as collateral for investments in indemnified repurchase agreements | 48,887 |
| | 45,064 |
|
|
| | | | | | | |
| (In millions) | December 31, 2017 | | December 31, 2016 |
| Fair value of indemnified securities financing | $ | 381,817 |
| | $ | 360,452 |
|
| Fair value of cash and securities held by us, as agent, as collateral for indemnified securities financing | 400,828 |
| | 377,919 |
|
| Fair value of collateral for indemnified securities financing invested in indemnified repurchase agreements | 61,270 |
| | 60,003 |
|
| Fair value of cash and securities held by us or our agents as collateral for investments in indemnified repurchase agreements | 65,272 |
| | 63,959 |
|
In certain cases, we participate in securities finance transactions as a principal. As a principal, we borrow securities from the lending client and then lend such securities to the subsequent borrower, either a State Streetour client or a broker/dealer. Our right to receive and obligation to return collateral in connection with our securities lending transactions are recorded in other assets and other liabilities, respectively, in our consolidated statement of condition. As of December 31, 20172019 and December 31, 2016,2018, we had approximately $19.40$18.52 billion and $21.20$19.58 billion, respectively, of collateral provided and approximately $3.85$10.77 billion and $5.02$11.52 billion, respectively, of collateral received from clients in connection with our participation in principal securities finance transactions.
Stable Value Protection
In the normal courseStable value funds wrapped by us are high quality diversified portfolios of short intermediate duration fixed-income investments. Stable value contracts are derivative contracts that also qualify as guarantees. The notional amount under non-hedging derivatives, provided in Note 10, generally represents our business, we offer products that provide book-value protection, primarilymaximum exposure under these derivatives contracts. However, exposure to plan participants invarious stable value funds managed by non-affiliated investment managers of post-retirement defined contribution benefit plans, particularly 401(k) plans. The book-value protectioncontracts is provided on portfolios of intermediate investment grade fixed-income securities, and is intendedcontractually limited to provide safety and stable growth of principal invested. The protection is intended to cover any shortfall insubstantially lower amounts than the event that a significant number of plan participants withdraw funds when book value exceeds market value andnotional values, which represent the liquidation of thetotal assets is not sufficient to redeem the participants. The investment parameters of the underlying portfolios, combined with structural protections, are designed to provide cushion and guard against payments even under extreme stress scenarios.
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These contingencies are individually accounted for as derivative financial instruments. The notional amounts of the stable value contracts are presented as “derivatives not designated as hedging instruments” in the table of aggregate notional amounts of derivative financial instruments provided in Note 10. We have not made a payment under these contingencies that we consider material to our consolidated financial condition, and management believes that the probability of payment under these contingencies in the future, that we would consider material to our consolidated financial condition, is remote.funds.
Standby Letters of Credit
Standby letters of credit provide credit enhancement to our municipal clients to support the issuance of capital markets financing.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 13. Contingencies
Legal and Regulatory Matters
In the ordinary course of business, we and our subsidiaries are involved in disputes, litigation, and governmental or regulatory inquiries and investigations, both pending and threatened. These matters, if resolved adversely against us or settled, may result in monetary damages,awards or payments, fines and penalties or require changes in our business practices. The resolution or settlement of these matters is inherently difficult to predict. Based on our assessment of these pending matters, we do not believe that the amount of any judgment, settlement or other action arising from any pending matter is likely to have a material adverse effect on our consolidated financial condition. However, an adverse outcome or development in certain of the matters described below could have a material adverse effect on our consolidated results of operations for the period in which such matter is resolved, or an accrual is determined to be required, on our consolidated financial condition, or on our reputation.
We evaluate our needs for accruals of loss contingencies related to legal and regulatory proceedings on a case-by-case basis. When we have a liability that we deem probable, and we deem the amount of such liability can be reasonably estimated as of the date of our consolidated financial statements, we accrue our estimate of the amount of loss. We also consider a loss probable and establish an accrual when we make, or intend to make, an offer of settlement. Once established, an accrual is subject to subsequent adjustment as a result of additional information. The resolution of legal and regulatory proceedings and the amount of reasonably estimable loss (or range thereof) are inherently difficult to predict, especially in the early stages of proceedings. Even if a loss is probable, an amount (or range) of
loss might not be reasonably estimated until the later stages of the proceeding due to many factors such as the presence of complex or novel legal theories, the discretion of governmental authorities in seeking sanctions or negotiating resolutions in civil and criminal matters, the pace and timing of discovery and other assessments of facts and the procedural posture of the matter (collectively, "factors influencing reasonable estimates").
As of December 31, 2017,2019, our aggregate accruals for loss contingencies for legal, regulatory and regulatoryrelated matters totaled approximately $12 million.$146 million, including potential fines by government agencies and civil litigation with respect to the matters specifically discussed below. To the extent that we have established accruals in our consolidated statement of condition for probable loss contingencies, such accruals may not be sufficient to cover our ultimate financial exposure associated with any settlements or judgments. Any such ultimate financial exposure, or proceedings to which we
may become subject in the future, could have a material adverse effect on our businesses, on our future consolidated financial statements or on our reputation. Except where otherwise noted below,
As of December 31, 2019, for those matters for which we have not established significant accruals with respect toaccrued probable loss contingencies (including the claims discussed.
We have identified certainInvoicing Matter described below) and for other matters for which loss is reasonably possible (but not probable) in future periods, whether in excess of an accrued liability or where there is no accrued liability, and for which we are able to estimate a range of reasonably possible loss. As of December 31, 2017,loss, our estimate of the range ofaggregate reasonably possible loss for these matters is from zero(in excess of any accrued amounts) ranges up to approximately $15 million in the aggregate.$50 million. Our estimate with respect to the aggregate range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. Theuncertainties, which may change quickly and significantly from time to time, particularly if and as we engage with applicable governmental agencies or plaintiffs in connection with a proceeding. Also, the matters underlying the estimated rangereasonably possible loss will change from time to time, andtime. As a result, actual results may vary significantly from the current estimate.
In certain other pending matters, including the invoicing matter, Federal Reserve/Massachusetts Division of Banks written agreement and shareholder litigation matters discussed below, it is not currently feasible to reasonably estimate the amount or a range of reasonably possible loss, (including reasonably possible loss in excess of amounts accrued), and such losses, which may be significant, are not included in the estimate of reasonably possible loss discussed above. This is due to, among other factors, the factors influencing reasonable estimates described above. These factors are particularly prevalent in governmental and regulatory inquiries and investigations. As a result, reasonably possible loss estimates often are not feasible until the later stages of the inquiry or investigation or of any related legal or regulatory proceeding. An adverse
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
outcome in one or more of the matters for which we have not estimated the amount or a range of reasonably possible loss, individually or in the aggregate, could have a material adverse effect on our businesses, on our future consolidated financial statements or on our reputation. Given that our actual losses from any legal or regulatory proceeding for which we have provided an estimate of the reasonably possible loss could significantly exceed such estimate, and given that we cannot estimate reasonably possible loss for all legal and regulatory proceedings as to which we may be subject now or in the future, including matters that if adversely concluded may present material financial, regulatory and reputational risks, no conclusion as to theour ultimate exposure from current pending or potential legal or regulatory proceedings should be drawn from the current estimate of reasonably possible loss.
The following discussion provides information with respect to significant legal, governmental and regulatory matters.
Invoicing Matter
In December 2015, we announced a review of the manner in which we invoiced certain expenses to some of our Investment Servicing clients, primarily in the United States, during an 18-year period going back to 1998, and our determinationdetermined that we had incorrectly invoiced clients for certain expenses. We informedhave reimbursed most of our clients in December 2015 thataffected customers for those expenses, and we will pay to them the amounts we concluded were incorrectly invoiced to them, plus interest. We are implementinghave implemented enhancements to our billing processes, and we are reviewing the conduct of our employees and have taken appropriate steps to address conduct inconsistent with our standards, including, in some cases, termination of employment.processes. In connection with our enhancements to our billing processes, we continue to review historical billing practices and may from time to time identify additional remediation. In 2017, we
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
identified an additional area of incorrect expense billing associated with mailing services in our retirement services business. We currently expect the cumulative total of our payments to customers for these mattersinvoicing errors, including the error in the retirement services business, to be at least $360 million.$380 million, all of which has been paid or is accrued. However, we may identify additional remediation costs.
WeIn March 2017, a purported class action was commenced against us alleging that our invoicing practices violated duties owed to retirement plan customers under the Employee Retirement Income Security Act. In addition, we have received a purported class action demand letter alleging that our invoicing practices were unfair and deceptive under Massachusetts law. A class of customers, or particular customers, may assert that we have not paid to them all amounts incorrectly invoiced, and may seek double or treble damages under Massachusetts law. In addition, in March 2017, a purported class action was commenced against us alleging that our invoicing practices violated duties owed to retirement plan customers under ERISA.
We are also responding to requests for information from, and are cooperating with investigations by governmental and regulatory authorities on these matters, including the civil and criminal divisions of the DOJ the SEC,and the DOL, the Massachusetts Attorney General, and the New
Hampshire Bureau of Securities Regulation, which reviews could result in significant fines or other sanctions, civil and criminal, against us. If these governmental or regulatory authorities wereIn June 2019, we reached an agreement with the SEC to concludesettle its claims that all or a portionwe violated the recordkeeping provisions of Section 34(b) of the billing errors meritedInvestment Company Act of 1940 and caused violations of Section 31(a) of the Investment Company Act and Rules 31a-1(a) and 31a-1(b) thereunder in connection with our overcharges of customers which are registered investment companies. In reaching this settlement, we neither admitted nor denied the claims contained in the SEC’s order, and agreed to pay a civil monetary penalty of $40 million. Also in June 2019, we reached an agreement with the Massachusetts Attorney General’s office to resolve its claims related to this matter. In reaching this settlement, we neither admitted nor denied the claims in the order, and agreed to pay a civil monetary penalty of $5.5 million. The costs associated with these settlements were within our related previously established accruals for loss contingencies. The SEC and Massachusetts Attorney General’s office settlements both recognize that the payment of $48.8 million in disgorgement and interest is satisfied by our direct reimbursements of our customers.
In late January 2020, the DOJ outlined a framework for a possible resolution of their review. We intend to attempt to negotiate a settlement of this matter with the DOJ. We expect that any settlement with the DOJ will include both financial and non-financial provisions. Separately, we have inquired of the DOL as to the status of their review. There can be no assurance that any settlement with the DOJ or criminal sanctions, any fineDOL will be reached on financial or other penalty couldterms acceptable to us or at all. The aggregate amount of penalties that may potentially be a significant percentage, or a multiple imposed upon us in connection with the resolution
of all outstanding investigations into our historical billing practices is not currently known. We have increased our legal accrual with respect to the portionpending government investigations and civil litigation with respect to this matter. However, our ultimate liability with respect to this matter might be significantly in excess of the overcharging serving as the basis of such a claim or of the full amount overcharged. The governmental and regulatoryour current accrual. Government authorities have significant discretion in civilcriminal and criminalcivil matters as to the fines and other penalties they may seek to impose. Any resolution of the DOJ and DOL claims may involve penalties that could be a significant percentage, or a multiple of, all or a portion of the overcharge. The severity of such fines or other penalties could take into account factors such as the amount andor duration of our incorrect invoicing and the government’s or regulator'sregulators’ assessment of the conduct of our employees, as well as prior conduct such as that which resulted in our January 2017 deferred prosecution agreement in connection with transition management services and our recent settlement of civil claims regarding our indirect foreign exchangeFX business.
The outcome of any of these proceedings and, in particular, any criminal sanction could materially adversely affect our results of operations and could have significant collateral consequences for our business and reputation.
Federal Reserve/Massachusetts Division of Banks Written Agreement
On June 1, 2015, we entered into a written agreement with the Federal Reserve and the Massachusetts Division of Banks relating to deficiencies identified in our compliance programs with the requirements of the Bank Secrecy Act, AMLAnti-Money Laundering regulations and U.S. economic sanctions regulations promulgated by OFAC.the Office of Foreign Assets Control. As part of this enforcement action, we have been required to, among other things, implement improvements to our compliance programs and to retain an independent firm to conduct a review of account and transaction activity to evaluate whether any suspicious activity was not previously reported.programs. If we fail to comply with the terms of the written agreement, we may become subject to fines and other regulatory sanctions, which may have a material adverse effect on us.
Shareholder Litigation
A State Street shareholder has filed a purported class action complaint against the Company alleging that the Company’s financial statements in its annual reports for the 2011-2014 period were misleading due to the inclusion of revenues associated with the invoicing matter referenced above and the facts surrounding our 2017 settlements with the U.S. government relating to our transition management business. In addition, a State Street shareholderours has filed a derivative complaint against the Company'sCompany’s past and present officers and directors to recover
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
alleged losses incurred by the Company relating to the invoicing matter and to ourthe Ohio public retirement plans matter.
Income Taxes
In determining our provision for income taxes, we make certain judgments and interpretations with respect to tax laws in jurisdictions in which we have business operations. Because of the complex nature of these laws, in the normal course of our business, we are subject to challenges from U.S. and non-U.S. income tax authorities regarding the amount of income taxes due. These challenges may result in adjustments to the timing or amount of taxable income or deductions
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
or the allocation of taxable income among tax jurisdictions. We recognize a tax benefit when it is more likely than not that our position will result in a tax deduction or credit. Additional information with respect to our provision for income taxes andUnrecognized tax benefits including unrecognized tax benefits, is provided in Note 22.of approximately $149 million as of December 31, 2019 increased from $108 million as of December 31, 2018.
We are presently under audit by a number of tax authorities, and the Internal Revenue Service is currently reviewing our U.S. income tax returns for the tax years 20142017 and 2015.2018. The earliest tax year open to examination in jurisdictions where we have material operations is 2011.2012. Management believes that we have sufficiently accrued liabilities as of December 31, 20172019 for potential tax exposures.
Note 14. Variable Interest Entities
We are involved, in the normal course of our business, with various types of special purpose entities, some of which meet the definition of VIEs. When evaluating a VIE for consolidation, we must determine whether or not we have a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that State Street doeswe do not have a variable interest in the VIE, no further analysis is required and State Street doeswe do not consolidate the VIE. If State Street holdswe hold a variable interest in a VIE, we are required by U.S. GAAP to consolidate that VIE when we have a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. State Street isWe are determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change.
Asset-Backed Investment Securities
We invest in various forms of ABS, which we
carry in our investment securities portfolio. These ABS meet the U.S. GAAP definition of asset securitization entities, which are considered to be VIEs. We are not considered to be the primary beneficiary of these VIEs since we do not have control over their activities. Additional information about our ABS is provided in Note 3.
Tax-Exempt Investment Program
In the normal course of our business, we structure and sell certificated interests in pools of tax-exempt investment-gradeinvestment grade assets, principally to our mutual fund clients. We structure these pools as partnership trusts, and the assets and liabilities of the trusts are recorded in our consolidated statement of condition as AFS
investment securities and other short-term borrowings. As of December 31, 20172019 and December 31, 2016,2018, we carried AFS investment securities, composed of securities related to state and political subdivisions, with a fair value of $1.25$0.94 billion and $1.35$1.05 billion, respectively, and other short-term borrowings of $1.08$0.82 billion and $1.16$0.93 billion, respectively, in our consolidated statement of condition in connection with these trusts. The interest income and interest expense generated by the investments and certificated interests, respectively, are recorded as components of NII when earned or incurred.
We transfer assets to the trusts from our investment securities portfolio at adjusted book value, and the trusts finance the acquisition of these assets by selling certificated interests issued by the trust to third-party investors and to State Streetus as residual holder. These transfers do not meet the de-recognition criteria defined by U.S. GAAP, and therefore, the assets continue to be recorded in our consolidated financial statements. The trusts had a weighted-average life of approximately 4.63.0 years as of December 31, 2017,2019, compared to approximately 4.53.6 years as of December 31, 2016.2018.
Under separate legal agreements, we provide liquidity facilities to these trusts and, with respect to certain securities, letters of credit. As of December 31, 2017,2019, our commitments to the trusts under these liquidity facilities andand/or letters of credit totaled $1.10 billion$823 million, and $351 million, respectively, and noneneither of the liquidity facilities ornor letters of credit were utilized. In the event that our obligations under these liquidity facilities are triggered, no material impact to our consolidated results of operations or financial condition is expected to occur, because the securities are already recorded at fair value in our consolidated statement of condition. In addition, neither creditors or third-party investors in the trusts have any recourse to State Street'sour general credit other than through the liquidity facilities and letters of credit noted above.
State Street Corporation | 167
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Interests in Investment Funds
In the normal course of business, we manage various types of investment funds through SSGAState Street Global Advisors in whichour clients are investors, including SSGAState Street Global Advisors commingled investment vehicles and other similar investment structures. The majority of our AUM are contained within such funds. The services we provide to these funds generate management fee revenue. From time to time, we may invest cash in the funds in order for the funds to establish a performance history for newly-launched strategies, referred to as seed capital, or for other purposes.
State Street Corporation | 158
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
With respect to our interests in funds that meet the definition of a VIE, a primary beneficiary assessment is performed to determine if we have a controlling financial interest. As part of our assessment, we consider all the facts and circumstances regarding the terms and characteristics of the variable interest(s), the design and characteristics of the fund and the other involvements of the enterprise with the fund. Upon consolidation of certain funds, we retain the specialized investment company accounting rules followed by the underlying funds.
All of the underlying investments held by such consolidated funds are carried at fair value, with corresponding changes in the investments’ fair values reflected in foreign exchange trading services revenue in our consolidated statement of income. When we no longer control these funds due to a reduced ownership interest or other reasons, the funds are de-consolidated and accounted for under another accounting method if we continue to maintain investments in the funds.
As of December 31, 2017,2019, the aggregate assets and liabilities of our consolidated sponsored investment funds totaled $149$21 million and $50$5 million, respectively. As of December 31, 2016, we had no
consolidated funds.
As of December 31, 2017,2019, our potential maximum total exposure associated with the consolidated sponsored investment funds totaled $100$15 million and represented the value of our economic ownership interest in the funds. As of December 31, 2018, we did 0t have any consolidated sponsored investment funds.
Our conclusion to consolidate a fund may vary from period to period, most commonly as a result of fluctuation in our ownership interest as a result of changes in the number of fund shares held by either us or by third parties. Given that the funds follow specialized investment company accounting rules which prescribe fair value, a de-consolidation generally would not result in gains or losses for us.
The net assets of any consolidated fund are solely available to settle the liabilities of the fund and to settle any investors’ ownership redemption requests, including any seed capital invested in the fund by State Street.us. We are not contractually required to provide financial or any other support to any of our funds. In addition, neither creditors nor equity investors in the funds have any recourse to State Street’sour general credit.
As of December 31, 20172019 and December 31, 2016,2018, we managed certain funds, considered VIEs, in which we held a variable interest but for which we were not deemed to be the primary beneficiary. Our potential maximum loss exposure related to these unconsolidated funds totaled $72approximately $41 million and $121$70 million as of December 31, 20172019 and December 31, 2016,2018, respectively, and represented the carrying value of our investments, which are recorded in either AFS investment securities or other assets in our consolidated statement of condition. The amount of loss we may recognize during any period is limited to the carrying amount of our investments in the unconsolidated funds.
State Street Corporation | 168
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15. Shareholders' Equity
Preferred Stock
The following table summarizes selected terms of each of the series of the preferred stock issued and outstanding as of December 31, 2017:2019:
| | | | Issuance Date | | Depositary Shares Issued | | Ownership Interest Per Depositary Share | | Liquidation Preference Per Share | | Liquidation Preference Per Depositary Share | | Net Proceeds of Offering (In millions) | | Redemption Date(1) | | | | | | | | | | | | | | | | | |
Preferred Stock(2): | Preferred Stock(2): | | | | | | | | | | Issuance Date | | Depositary Shares Issued | | Ownership Interest Per Depositary Share | | Liquidation Preference Per Share | | Liquidation Preference Per Depositary Share | | Per Annum Dividend Rate | | Dividend Payment Frequency | | Carrying Value as of December 31, 2019
(In millions) | | Redemption Date(1) |
| Series C | August 2012 | | 20,000,000 |
| | 1/4,000th | | $ | 100,000 |
| | $ | 25 |
| | $ | 488 |
| | September 15, 2017 | August 2012 | | 20,000,000 | | 1/4,000th | | $ | 100,000 |
| | $ | 25 |
| | 5.25% | | Quarterly | | $ | 491 |
| | September 15, 2017 |
| Series D | February 2014 | | 30,000,000 |
| | 1/4,000th | | 100,000 |
| | 25 |
| | 742 |
| | March 15, 2024 | February 2014 | | 30,000,000 | | 1/4,000th | | 100,000 |
| | 25 |
| | 5.90% to but excluding March 15, 2024, then a floating rate equal to the three-month LIBOR plus 3.108% | | Quarterly | | 742 |
| | March 15, 2024 |
| Series E | November 2014 | | 30,000,000 |
| | 1/4,000th | | 100,000 |
| | 25 |
| | 728 |
| | December 15, 2019 | |
| Series F | May 2015 | | 750,000 |
| | 1/100th | | 100,000 |
| | 1,000 |
| | 742 |
| | September 15, 2020 | May 2015 | | 750,000 | | 1/100th | | 100,000 |
| | 1,000 |
| | 5.25% to but excluding September 15, 2020, then a floating rate equal to the three-month LIBOR plus 3.597% | | Semi-annually | | 742 |
| | September 15, 2020 |
| Series G | April 2016 | | 20,000,000 |
| | 1/4,000th | | 100,000 |
| | 25 |
| | 493 |
| | March 15, 2026 | April 2016 | | 20,000,000 | | 1/4,000th | | 100,000 |
| | 25 |
| | 5.35% to but excluding March 15, 2026, then a floating rate equal to the three-month LIBOR plus 3.709% | | Quarterly | | 493 |
| | March 15, 2026 |
| Series H | | September 2018 | | 500,000 | | 1/100th | | 100,000 |
| | 1,000 |
| | 5.625% to but excluding December 15, 2023, then a floating rate equal to the three-month LIBOR plus 2.539% | | Semi-annually | | 494 |
| | December 15, 2023 |
(1) On the redemption date, or any dividend declarationpayment date thereafter, the preferred stock and corresponding depositary shares may be redeemed by us, in whole or in part, at the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
(2) The preferred stock and corresponding depositary shares may be redeemed at our option in whole, but not in part, prior to the redemption date upon the occurrence of a regulatory capital treatment event, as defined in the certificate of designation, at a redemption price equal to the liquidation price per share and liquidation price per depositary share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
State Street Corporation | 159
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We redeemed all outstanding Series E non-cumulative perpetual preferred stock as of December 15, 2019 at a redemption price of $750 million ($100,000 per share equivalent to $25.00 per depositary share) plus accrued and unpaid dividends. The difference of $22 million between the redemption value and the net carrying value resulted in an EPS impact of approximately ($0.06) per share in 2019.
On February 12, 2020, we announced that we will redeem all 5,000 of our outstanding shares of our non-cumulative perpetual preferred stock, Series C, for cash at a redemption price of $100,000 per share (equivalent to $25.00 per depositary share) plus all declared and unpaid dividends. The redemption price will be payable on March 16, 2020, and this redemption will be reflected in our first quarter 2020 results of operations.
The following table presentpresents the dividends declared for each of the series of preferred stock issued and outstanding for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2019 | | 2018 |
| (Dollars in millions, except per share amounts) | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total | | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total |
| Preferred Stock: | | | | | | | | | | | |
| Series C | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
| | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
|
| Series D | 5,900 |
| | 1.48 |
| | 44 |
| | 5,900 |
| | 1.48 |
| | 44 |
|
| Series E | 6,000 |
| | 1.52 |
| | 45 |
| | 6,000 |
| | 1.52 |
| | 45 |
|
| Series F | 5,250 |
| | 52.50 |
| | 40 |
| | 5,250 |
| | 52.50 |
| | 40 |
|
| Series G | 5,352 |
| | 1.32 |
| | 27 |
| | 5,352 |
| | 1.32 |
| | 27 |
|
| Series H | 5,625 |
| | 56.25 |
| | 28 |
| | 1,219 |
| | 12.18 |
| | 6 |
|
| Total | | | | | $ | 210 |
| | | | | | $ | 188 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 |
| | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total (In millions) | | Dividends Declared per Share | | Dividends Declared per Depositary Share | | Total (In millions) |
| Preferred Stock: | | | | | | | | | | | |
| Series C | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
| | $ | 5,250 |
| | $ | 1.32 |
| | $ | 26 |
|
| Series D | 5,900 |
| | 1.48 |
| | 44 |
| | 5,900 |
| | 1.48 |
| | 44 |
|
| Series E | 6,000 |
| | 1.52 |
| | 45 |
| | 6,000 |
| | 1.52 |
| | 45 |
|
| Series F | 5,250 |
| | 52.50 |
| | 40 |
| | 5,250 |
| | 52.50 |
| | 40 |
|
| Series G | 5,352 |
| | 1.32 |
| | 27 |
| | 3,626 |
| | 0.90 |
| | 18 |
|
| Total | | | | | $ | 182 |
| | | | | | $ | 173 |
|
In February 2018,2020, we declared dividends on our Series C,series D, E, F and G preferred stock of approximately $1,313, $1,475, $1,500, $2,625 and $1,338, respectively, per share, or approximately $0.33, $0.37, $0.38, $26.25 and $0.33, respectively, per depositary share. These dividends total approximately $6 million, $11 million, $11 million, $20 million and $7 million on our Series C,series D, E, F and G preferred stock, respectively, which will be paid in March 2018. 2020. We also announced dividends on our series C preferred stock of approximately $1,313, per share, or approximately $0.33 per depositary share, totaling approximately $6 million, which will be paid in March 2020.
Common Stock
In June 2017,2019, our Board approved a common stock purchase program authorizing the purchase of up to $1.4$2.0 billion of our common stock from July 1, 2019 through June 30, 20182020 (the 20172019 Program). We repurchased $500 million of our common stock in each of the third and fourth quarters of 2019 under the 2019 Program.
In June 2016,2018, our Board approved a common stock purchase program authorizing the purchase of up to$1.4 $1.2 billion of our common stock through June 30, 20172019 (the 20162018 Program). We repurchased $300 million of our common stock in each of the first and second quarters of 2019 under the 2018 Program.
The table below presents the activity under both the 2017 Program and 2016 Programour common stock purchase program during the year ended December 31, 2017:2019:
|
| | | | | | | | | | |
| | Year Ended December 31, 2019 |
| | Shares Acquired
(In millions) | | Average Cost per Share | | Total Acquired
(In millions) |
| 2018 Program | 8.8 |
| | $ | 67.97 |
| | $ | 600 |
|
| 2019 Program | 16.1 |
| | 62.28 |
| | 1,000 |
|
| Total | 24.9 |
| | 64.30 |
| | $ | 1,600 |
|
|
| | | | | | | | | | |
| | Shares Acquired
(In millions) | | Average Cost per Share | | Total Acquired
(In millions) |
2016 Program(1) | 9.4 |
| | $ | 79.93 |
| | $ | 750 |
|
| 2017 Program | 7.4 |
| | 94.54 |
| | 700 |
|
| Total | 16.8 |
| | $ | 86.37 |
| | $ | 1,450 |
|
(1) Includes $158 million relating to shares acquired in exchange for BFDS stock during the first quarter of 2017. Additional information about the exchange is provided in Note 1 to the consolidated financial statements included in this Form 10-K.
State Street Corporation | 169
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the dividends declared on common stock for the periods indicated: |
| | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2019 | | 2018 |
| | Dividends Declared per Share | | Total (In millions) | | Dividends Declared per Share | | Total (In millions) |
| Common Stock | $ | 1.98 |
| | $ | 728 |
| | $ | 1.78 |
| | $ | 665 |
|
State Street Corporation | 160
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 |
| | Dividends Declared per Share | | Total (In millions) | | Dividends Declared per Share | | Total (In millions) |
| Common Stock | $ | 1.60 |
| | $ | 596 |
| | $ | 1.44 |
| | $ | 559 |
|
Accumulated Other Comprehensive Income (Loss)
The following table presents the after-tax components of AOCI as of the dates indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Net unrealized (losses) on cash flow hedges | $ | (70 | ) | | $ | (89 | ) | | $ | (56 | ) |
| Net unrealized gains (losses) on available-for-sale securities portfolio | 426 |
| | (193 | ) | | 148 |
|
| Net unrealized gains related to reclassified available-for-sale securities | 19 |
| | 58 |
| | 19 |
|
| Net unrealized gains (losses) on available-for-sale securities | 445 |
| | (135 | ) | | 167 |
|
| Net unrealized (losses) on available-for-sale securities designated in fair value hedges | (36 | ) | | (40 | ) | | (64 | ) |
| Net unrealized gains on hedges of net investments in non-U.S. subsidiaries | 46 |
| | 16 |
| | (65 | ) |
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit | (2 | ) | | (2 | ) | | (6 | ) |
| Net unrealized (losses) on retirement plans | (187 | ) | | (143 | ) | | (170 | ) |
| Foreign currency translation | (1,072 | ) | | (963 | ) | | (815 | ) |
| Total | $ | (876 | ) | | $ | (1,356 | ) | | $ | (1,009 | ) |
|
| | | | | | | | | | | |
| | December 31 |
| (In millions) | 2017 | | 2016 | | 2015 |
| Net unrealized gains (losses) on cash flow hedges | $ | (56 | ) | | $ | 229 |
| | $ | 293 |
|
| Net unrealized gains (losses) on available-for-sale securities portfolio | 148 |
| | (225 | ) | | 9 |
|
| Net unrealized gains (losses) related to reclassified available-for-sale securities | 19 |
| | 25 |
| | (28 | ) |
| Net unrealized gains (losses) on available-for-sale securities | 167 |
| | (200 | ) | | (19 | ) |
| Net unrealized losses on available-for-sale securities designated in fair value hedges | (64 | ) | | (86 | ) | | (109 | ) |
| Net unrealized gains (losses) on hedges of net investments in non-U.S. subsidiaries | (65 | ) | | 95 |
| | (14 | ) |
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit | (6 | ) | | (9 | ) | | (16 | ) |
| Net unrealized losses on retirement plans | (170 | ) | | (194 | ) | | (183 | ) |
| Foreign currency translation | (815 | ) | | (1,875 | ) | | (1,394 | ) |
| Total | $ | (1,009 | ) | | $ | (2,040 | ) | | $ | (1,442 | ) |
The following table presents changes in AOCI by component, net of related taxes, for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Net Unrealized Gains (Losses) on Cash Flow Hedges | | Net Unrealized Gains (Losses) on Available-for-Sale Securities | | Net Unrealized Gains (Losses) on Hedges of Net Investments in Non-U.S. Subsidiaries | | Other-Than-Temporary Impairment on Held-to-Maturity Securities | | Net Unrealized Losses on Retirement Plans | | Foreign Currency Translation | | Total |
| Balance as of December 31, 2017 | $ | (56 | ) | | $ | 103 |
| | $ | (65 | ) | | $ | (6 | ) | | $ | (170 | ) | | $ | (815 | ) | | $ | (1,009 | ) |
| Other comprehensive income (loss) before reclassifications | (52 | ) | | (285 | ) | | 81 |
| | 6 |
| | — |
| | (148 | ) | | (398 | ) |
| Amounts reclassified into (out of) earnings | 19 |
| | 7 |
| | — |
| | (2 | ) | | 27 |
| | — |
| | 51 |
|
| Other comprehensive income (loss) | (33 | ) | | (278 | ) | | 81 |
| | 4 |
| | 27 |
| | (148 | ) | | (347 | ) |
| Balance as of December 31, 2018 | $ | (89 | ) | | $ | (175 | ) | | $ | 16 |
| | $ | (2 | ) | | $ | (143 | ) | | $ | (963 | ) | | $ | (1,356 | ) |
| Other comprehensive income (loss) before reclassifications | 13 |
| | 563 |
| | 33 |
| | 2 |
| | — |
| | (42 | ) | | 569 |
|
Reclassification of certain tax effects(1) | (6 | ) | | 21 |
| | (3 | ) | | (1 | ) | | (28 | ) | | (67 | ) | | (84 | ) |
| Amounts reclassified into (out of) earnings | 12 |
| | — |
| | — |
| | (1 | ) | | (16 | ) | | — |
| | (5 | ) |
| Other comprehensive income (loss) | 19 |
| | 584 |
| | 30 |
| | — |
| | (44 | ) | | (109 | ) | | 480 |
|
| Balance as of December 31, 2019 | $ | (70 | ) | | $ | 409 |
| | $ | 46 |
| | $ | (2 | ) | | $ | (187 | ) | | $ | (1,072 | ) | | $ | (876 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In millions) | Net Unrealized Gains (Losses) on Cash Flow Hedges | | Net Unrealized Gains (Losses) on Available-for-Sale Securities | | Net Unrealized Gains (Losses) on Hedges of Net Investments in Non-U.S. Subsidiaries | | Other-Than-Temporary Impairment on Held-to-Maturity Securities | | Net Unrealized Losses on Retirement Plans | | Foreign Currency Translation | | Total |
| Balance as of December 31, 2015 | $ | 293 |
| | $ | (128 | ) | | $ | (14 | ) | | $ | (16 | ) | | $ | (183 | ) | | $ | (1,394 | ) | | $ | (1,442 | ) |
| Other comprehensive income (loss) before reclassifications | (64 | ) | | (164 | ) | | 109 |
| | 8 |
| | — |
| | (478 | ) | | (589 | ) |
| Amounts reclassified into (out of) earnings | — |
| | 6 |
| | — |
| | (1 | ) | | (11 | ) | | (3 | ) | | (9 | ) |
| Other comprehensive income (loss) | (64 | ) | | (158 | ) | | 109 |
| | 7 |
| | (11 | ) | | (481 | ) | | (598 | ) |
| Balance as of December 31, 2016 | $ | 229 |
| | $ | (286 | ) | | $ | 95 |
| | $ | (9 | ) | | $ | (194 | ) | | $ | (1,875 | ) | | $ | (2,040 | ) |
| Other comprehensive income (loss) before reclassifications | (285 | ) | | 412 |
| | (160 | ) | | 3 |
| | — |
| | 1,059 |
| | 1,029 |
|
| Amounts reclassified into (out of) earnings | — |
| | (23 | ) | | — |
| | — |
| | 24 |
| | 1 |
| | 2 |
|
| Other comprehensive income (loss) | (285 | ) | | 389 |
| | (160 | ) | | 3 |
| | 24 |
| | 1,060 |
| | 1,031 |
|
| Balance as of December 31, 2017 | $ | (56 | ) | | $ | 103 |
| | $ | (65 | ) | | $ | (6 | ) | | $ | (170 | ) | | $ | (815 | ) | | $ | (1,009 | ) |
State Street Corporation | 170
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
our adoption of ASU 2018-02 - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income in the first quarter of 2019.
The following table presents after-tax reclassifications into earnings for the periods indicated:
|
| | | | | | | | | |
| | Years Ended December 31, | | |
| | 2019 | | 2018 | | |
| (In millions) | Amounts Reclassified into
(out of) Earnings | | Affected Line Item in Consolidated Statement of Income |
| Available-for-sale securities: | | | | | |
| Net realized gains (losses) from sales of available-for-sale securities, net of related taxes of zero and ($2), respectively | $ | — |
| | $ | 7 |
| | Net gains (losses) from sales of available-for-sale securities |
| Held-to-maturity securities: | | | | | |
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of zero and $1, respectively | (1 | ) | | (2 | ) | | Losses reclassified (from) to other comprehensive income |
| Cash flow hedges: | | | | | |
| Gain reclassified from accumulated other comprehensive income into Income, net of related taxes of $5 and $7 | 12 |
| | 19 |
| | Net interest income reclassified from other comprehensive income |
| Retirement plans: | | | | | |
| Amortization of actuarial losses, net of related taxes of ($8) and $8, respectively | (16 | ) | | 27 |
| | Compensation and employee benefits expenses |
| Total reclassifications (into) out of Accumulated other comprehensive loss | $ | (5 | ) | | $ | 51 |
| | |
State Street Corporation | 161
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | |
| | Years Ended December 31, | | |
| | 2017 | | 2016 | | |
| (In millions) | Amounts Reclassified into (out of) Earnings | | Affected Line Item in Consolidated Statement of Income |
| Available-for-sale securities: | | | | | |
| Net realized gains (losses) from sales of available-for-sale securities, net of related taxes of $16 and ($4), respectively | $ | (23 | ) | | $ | 6 |
| | Net gains (losses) from sales of available-for-sale securities |
| Held-to-maturity securities: | | | | | |
| Other-than-temporary impairment on held-to-maturity securities related to factors other than credit, net of related taxes of $0 and $1, respectively | — |
| | (1 | ) | | Losses reclassified (from) to other comprehensive income |
| Retirement plans: | | | | | |
| Amortization of actuarial losses, net of related taxes of ($8) and ($1), respectively | 24 |
| | (11 | ) | | Compensation and employee benefits expenses |
| Foreign currency translation: | | | | | |
| Sales of non-U.S. entities, net of related taxes of $0 and ($2), respectively | 1 |
| | (3 | ) | | Processing fees and other revenue |
| Total reclassifications (out of) into AOCI | $ | 2 |
| | $ | (9 | ) | | |
Note 16. Regulatory Capital
We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum regulatory capital requirements can initiate certain mandatory and discretionary actions by regulators that, if undertaken, could have a direct material effect on our consolidated financial condition. Under current regulatory capital adequacy guidelines, we must meet specified capital requirements that involve quantitative measures of our consolidated assets, liabilities and off-balance sheet exposures calculated in conformity with regulatory accounting practices. Our capital components and their classifications are subject to qualitative judgments by regulators about components, risk weightings and other factors.
As required by the Dodd-Frank Act, State Streetwe and State Street Bank, as advanced approaches banking organizations, are subject to a permanent "capital floor" in the calculation and assessment of their regulatory capital adequacy by U.S. banking regulators. Beginning on January 1, 2015, we were required to calculate our risk-basedrisk- based capital ratios using both the advanced approaches and the standardized approach. As a result, from January 1, 2015 going forward, our risk-based capital ratios for regulatory assessment purposes are the lower of each ratio calculated under the standardized approach and the advanced approaches.
The methods for the calculation of our and State Street Bank's risk-based capital ratios will changehave changed as
the provisions of the Basel III final rule related to the numerator (capital) and denominator (risk-weighted assets) are(RWA) were phased in, and as we begin calculatingcalculated our risk-weighted assetsRWA using the advanced approaches. These ongoing methodological changes will resulthave resulted in differences in our reported capital ratios from one reporting period to the next that are independent of applicable changes to our capital base, our asset composition, our off-balance sheet exposures or our risk profile.
As of December 31, 2017, State Street2019, we and State Street Bank exceeded all regulatory capital adequacy requirements to which theywe were subject. As of December 31, 2017,2019, State Street Bank was categorized as “well capitalized” under the applicable regulatory capital adequacy framework, and exceeded all “well capitalized” ratio guidelines to which it was subject. Management believes that no conditions or events have occurred since December 31, 20172019 that have changed the capital categorization of State Street Bank.
The following table presents the regulatory capital structure, total risk-weighted assets,RWA, related regulatory capital ratios and the minimum required regulatory capital ratios for State Streetus and State Street Bank as of the dates indicated. As a result of changes in the methodologies used to calculate our regulatory capital ratios from period to period as the provisions of the Basel III final rule arewere phased in, the ratios presented in the table for each period-end are not directly comparable. Refer to the footnotes following the table.
State Street Corporation | 171162
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | State Street | | State Street Bank |
| (In millions) | | Basel III Advanced Approaches December 31, 2017(1) | | Basel III Standardized Approach December 31, 2017(2) | | Basel III Advanced Approaches December 31, 2016(1) | | Basel III Standardized Approach December 31, 2016(2) | | Basel III Advanced Approaches December 31, 2017(1) | | Basel III Standardized Approach December 31, 2017(2) | | Basel III Advanced Approaches December 31, 2016(1) | | Basel III Standardized Approach December 31, 2016(2) |
| Common shareholders' equity: | | | | | | | | | | | | | | | |
| Common stock and related surplus | $ | 10,302 |
| | $ | 10,302 |
| | $ | 10,286 |
| | $ | 10,286 |
| | $ | 11,612 |
| | $ | 11,612 |
| | $ | 11,376 |
| | $ | 11,376 |
|
| Retained earnings | | 18,856 |
| | 18,856 |
| | 17,459 |
| | 17,459 |
| | 12,312 |
| | 12,312 |
| | 12,285 |
| | 12,285 |
|
| Accumulated other comprehensive income (loss) | (972 | ) | | (972 | ) | | (1,936 | ) | | (1,936 | ) | | (809 | ) | | (809 | ) | | (1,648 | ) | | (1,648 | ) |
| Treasury stock, at cost | | (9,029 | ) | | (9,029 | ) | | (7,682 | ) | | (7,682 | ) | | — |
| | — |
| | — |
| | — |
|
| Total | | | 19,157 |
|
| 19,157 |
| | 18,127 |
| | 18,127 |
| | 23,115 |
| | 23,115 |
| | 22,013 |
| | 22,013 |
|
| Regulatory capital adjustments: | | | | | | | | | | | | | | | |
Goodwill and other intangible assets, net of associated deferred tax liabilities(3) | (6,877 | ) | | (6,877 | ) | | (6,348 | ) | | (6,348 | ) | | (6,579 | ) | | (6,579 | ) | | (6,060 | ) | | (6,060 | ) |
| Other adjustments | | (76 | ) | | (76 | ) | | (155 | ) | | (155 | ) | | (5 | ) | | (5 | ) | | (148 | ) | | (148 | ) |
| Common equity tier 1 capital | 12,204 |
|
| 12,204 |
| | 11,624 |
| | 11,624 |
| | 16,531 |
| | 16,531 |
| | 15,805 |
| | 15,805 |
|
| Preferred stock | 3,196 |
| | 3,196 |
| | 3,196 |
| | 3,196 |
| | — |
| | — |
| | — |
| | — |
|
| Trust preferred capital securities subject to phase-out from tier 1 capital | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Other adjustments | | (18 | ) | | (18 | ) | | (103 | ) | | (103 | ) | | — |
| | — |
| | — |
| | — |
|
| Tier 1 capital | 15,382 |
|
| 15,382 |
| | 14,717 |
| | 14,717 |
| | 16,531 |
| | 16,531 |
| | 15,805 |
| | 15,805 |
|
| Qualifying subordinated long-term debt | 980 |
| | 980 |
| | 1,172 |
| | 1,172 |
| | 983 |
| | 983 |
| | 1,179 |
| | 1,179 |
|
| Trust preferred capital securities phased out of tier 1 capital | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| ALLL and other | 4 |
| | 72 |
| | 19 |
| | 77 |
| | — |
| | 72 |
| | 15 |
| | 77 |
|
| Other adjustments | | 1 |
| | 1 |
| | 1 |
| | 1 |
| | — |
| | — |
| | — |
| | — |
|
| Total capital | $ | 16,367 |
|
| $ | 16,435 |
| | $ | 15,909 |
| | $ | 15,967 |
| | $ | 17,514 |
| | $ | 17,586 |
| | $ | 16,999 |
| | $ | 17,061 |
|
| Risk-weighted assets: | | | | | | | | | | | | | | | | |
| Credit risk | $ | 49,976 |
| | $ | 101,349 |
| | $ | 50,900 |
| | $ | 98,125 |
| | $ | 47,448 |
| | $ | 98,433 |
| | $ | 47,383 |
| | $ | 94,413 |
|
Operational risk(4) | 45,822 |
| | NA |
| | 44,579 |
| | NA |
| | 45,295 |
| | NA |
| | 44,043 |
| | NA |
|
Market risk(5) | 3,358 |
| | 1,334 |
| | 3,822 |
| | 1,751 |
| | 3,375 |
| | 1,334 |
| | 3,822 |
| | 1,751 |
|
| Total risk-weighted assets | | $ | 99,156 |
| | $ | 102,683 |
| | $ | 99,301 |
| | $ | 99,876 |
| | $ | 96,118 |
| | $ | 99,767 |
| | $ | 95,248 |
| | $ | 96,164 |
|
| Adjusted quarterly average assets | $ | 209,328 |
| | $ | 209,328 |
| | $ | 226,310 |
| | $ | 226,310 |
| | $ | 206,070 |
| | $ | 206,070 |
| | $ | 222,584 |
| | $ | 222,584 |
|
| | | | | | | | | | | | | | | | | | |
| Capital Ratios: | 2017 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(6) | 2016 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(7) | | | | | | | | | | | | | | | |
| Common equity tier 1 capital | 6.5 | % | 5.5 | % | 12.3 | % | | 11.9 | % | | 11.7 | % | | 11.6 | % | | 17.2 | % | | 16.6 | % | | 16.6 | % | | 16.4 | % |
| Tier 1 capital | 8.0 |
| 7.0 |
| 15.5 |
| | 15.0 |
| | 14.8 |
| | 14.7 |
| | 17.2 |
| | 16.6 |
| | 16.6 |
| | 16.4 |
|
| Total capital | 10.0 |
| 9.0 |
| 16.5 |
| | 16.0 |
| | 16.0 |
| | 16.0 |
| | 18.2 |
| | 17.6 |
| | 17.8 |
| | 17.7 |
|
| Tier 1 leverage | 4.0 |
| 4.0 |
| 7.3 |
| | 7.3 |
| | 6.5 |
| | 6.5 |
| | 8.0 |
| | 8.0 |
| | 7.1 |
| | 7.1 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | State Street Corporation | | State Street Bank |
| (Dollars in millions) | Basel III Advanced Approaches December 31, 2019(1) | | Basel III Standardized Approach December 31, 2019(1) | | Basel III Advanced Approaches December 31, 2018(1) | | Basel III Standardized Approach December 31, 2018(1) | | Basel III Advanced Approaches December 31, 2019(1) | | Basel III Standardized Approach December 31, 2019(1) | | Basel III Advanced Approaches December 31, 2018(1) | | Basel III Standardized Approach December 31, 2018(1) |
| Common shareholders' equity: | | | | | | | | | | | | | | | |
| Common stock and related surplus | $ | 10,636 |
| | $ | 10,636 |
| | $ | 10,565 |
| | $ | 10,565 |
| | $ | 12,893 |
| | $ | 12,893 |
| | $ | 12,894 |
| | $ | 12,894 |
|
| Retained earnings | 21,918 |
| | 21,918 |
| | 20,606 |
| | 20,606 |
| | 13,218 |
| | 13,218 |
| | 14,261 |
| | 14,261 |
|
| Accumulated other comprehensive income (loss) | (870 | ) | | (870 | ) | | (1,332 | ) | | (1,332 | ) | | (654 | ) | | (654 | ) | | (1,112 | ) | | (1,112 | ) |
| Treasury stock, at cost | (10,209 | ) | | (10,209 | ) | | (8,715 | ) | | (8,715 | ) | | — |
| | — |
| | — |
| | — |
|
| Total | 21,475 |
|
| 21,475 |
| | 21,124 |
| | 21,124 |
| | 25,457 |
| | 25,457 |
| | 26,043 |
| | 26,043 |
|
| Regulatory capital adjustments: | | | | | | | | | | | | | | | |
| Goodwill and other intangible assets, net of associated deferred tax liabilities | (9,112 | ) | | (9,112 | ) | | (9,350 | ) | | (9,350 | ) | | (8,839 | ) | | (8,839 | ) | | (9,073 | ) | | (9,073 | ) |
| Other adjustments | (150 | ) | | (150 | ) | | (194 | ) | | (194 | ) | | (1 | ) | | (1 | ) | | (29 | ) | | (29 | ) |
| Common equity tier 1 capital | 12,213 |
| | 12,213 |
| | 11,580 |
| | 11,580 |
| | 16,617 |
| | 16,617 |
| | 16,941 |
| | 16,941 |
|
| Preferred stock | 2,962 |
| | 2,962 |
| | 3,690 |
| | 3,690 |
| | — |
| | — |
| | — |
| | — |
|
| Tier 1 capital | 15,175 |
| | 15,175 |
| | 15,270 |
| | 15,270 |
| | 16,617 |
| | 16,617 |
| | 16,941 |
| | 16,941 |
|
| Qualifying subordinated long-term debt | 1,095 |
| | 1,095 |
| | 778 |
| | 778 |
| | 1,099 |
| | 1,099 |
| | 776 |
| | 776 |
|
| Allowance for loan losses and other | 5 |
| | 90 |
| | 14 |
| | 83 |
| | 3 |
| | 90 |
| | 11 |
| | 83 |
|
| Total capital | $ | 16,275 |
|
| $ | 16,360 |
| | $ | 16,062 |
| | $ | 16,131 |
| | $ | 17,719 |
| | $ | 17,806 |
| | $ | 17,728 |
| | $ | 17,800 |
|
| Risk-weighted assets: | | | | | | | | | | | | | | | |
Credit risk(2) | $ | 54,763 |
| | $ | 102,367 |
| | $ | 47,738 |
| | $ | 97,303 |
| | $ | 51,610 |
| | $ | 98,979 |
| | $ | 45,565 |
| | $ | 94,776 |
|
Operational risk(3) | 47,963 |
| | NA |
| | 46,060 |
| | NA |
| | 44,138 |
| | NA |
| | 44,494 |
| | NA |
|
| Market risk | 1,638 |
| | 1,638 |
| | 1,517 |
| | 1,517 |
| | 1,638 |
| | 1,638 |
| | 1,517 |
| | 1,517 |
|
| Total risk-weighted assets | $ | 104,364 |
| | $ | 104,005 |
| | $ | 95,315 |
| | $ | 98,820 |
| | $ | 97,386 |
| | $ | 100,617 |
| | $ | 91,576 |
| | $ | 96,293 |
|
| Adjusted quarterly average assets | $ | 219,624 |
| | $ | 219,624 |
| | $ | 211,924 |
| | $ | 211,924 |
| | $ | 216,397 |
| | $ | 216,397 |
| | $ | 209,413 |
| | $ | 209,413 |
|
| | | | | | | | | | | | | | | | | | |
| Capital Ratios: | 2019 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(4) | 2018 Minimum Requirements Including Capital Conservation Buffer and G-SIB Surcharge(5) | | | | | | | | | | | | | | | |
| Common equity tier 1 capital | 8.5 | % | 7.5 | % | 11.7 | % | | 11.7 | % | | 12.1 | % | | 11.7 | % | | 17.1 | % | | 16.5 | % | | 18.5 | % | | 17.6 | % |
| Tier 1 capital | 10.0 |
| 9.0 |
| 14.5 |
| | 14.6 |
| | 16.0 |
| | 15.5 |
| | 17.1 |
| | 16.5 |
| | 18.5 |
| | 17.6 |
|
| Total capital | 12.0 |
| 11.0 |
| 15.6 |
| | 15.7 |
| | 16.9 |
| | 16.3 |
| | 18.2 |
| | 17.7 |
| | 19.4 |
| | 18.5 |
|
(1) Other adjustments within CET1 capital, tier 1 capital and total capital ratios as of December 31, 2017 and December 31, 2016 were calculated in conformity withprimarily include the advanced approaches provisionsoverfunded portion of the Basel III final rule. Tier 1 leverage ratio asfirm’s defined benefit pension plan obligation net of December 31, 2017associated deferred tax liabilities, disallowed deferred tax assets, and December 31, 2016 were calculatedother required credit risk based deductions.
(2) Includes a CVA which reflects the risk of potential fair value adjustments for credit risk reflected in our valuation of OTC derivative contracts. We used a simple CVA approach in conformity with the Basel III final rule.advanced approaches.
(2) CET1 capital, tier 1 capital and total capital ratios as of December 31, 2017 and December 31, 2016 were calculated in conformity with the standardized approach provisions of the Basel III final rule. Tier 1 leverage ratio as of December 31, 2017 and December 31, 2016 were calculated in conformity with the Basel III final rule.
(3) Amounts for State Street and State Street Bank as of December 31, 2017 consisted of goodwill, net of associated deferred tax liabilities, and 80% of other intangible assets, net of associated deferred tax liabilities. Amounts for State Street and State Street Bank as of December 31, 2016 consisted of goodwill, net of deferred tax liabilities and 60% of other intangible assets, net of associated deferred tax liabilities. Intangible assets, net of associated deferred tax liabilities is phased in as a deduction from capital, in conformity with the Basel III final rule.
(4) Under the current advanced approaches rules and regulatory guidance concerning operational risk models, RWA attributable to operational risk can vary substantially from period-to-period, without direct correlation to the effects of a particular loss event on our results of operations and financial condition and impacting dates and periods that may differ from the dates and periods as of and during which the loss event is reflected in our financial statements, with the timing and categorization dependent on the processes for model updates and, if applicable, model revalidation and regulatory review and related supervisory processes. An individual loss event can have a significant effect on the output of our operational risk RWA under the advanced approaches depending on the severity of the loss event and its categorization among the seven Basel-defined UOMs.
(5)(4) Market risk risk-weighted assets reported in conformity with the Basel III advanced approaches included a CVA which reflected the risk of potential fair value adjustments for credit risk reflected in our valuation of over-the-counter derivative contracts. The CVA was not provided for in the final market risk capital rule; however, it was required by the advanced approaches provisions of the Basel III final rule. We used a simple CVA approach in conformity with the Basel III advanced approaches.
(6) Minimum requirements will bewere phased in up towith full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2017.2019.
(7)(5) Minimum requirements will bewere phased in up towith full implementation beginning on January 1, 2019; minimum requirements listed are as of December 31, 2016.2018.
NA Not applicable
State Street Corporation | 172163
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 17. Net Interest Income
The following table presents the components of interest income and interest expense, and related NII, for the periods indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Interest income: | | | | | |
| Interest-bearing deposits with banks | $ | 416 |
| | $ | 387 |
| | $ | 180 |
|
| Investment securities: | | | | | |
| U.S. Treasury and federal agencies | 1,443 |
| | 1,178 |
| | 854 |
|
| State and political subdivisions | 49 |
| | 143 |
| | 226 |
|
| Other investments | 505 |
| | 560 |
| | 658 |
|
| Securities purchased under resale agreements | 364 |
| | 335 |
| | 264 |
|
| Loans and leases | 769 |
| | 687 |
| | 504 |
|
| Other interest-earning assets | 395 |
| | 372 |
| | 222 |
|
| Total interest income | 3,941 |
| | 3,662 |
| | 2,908 |
|
| Interest expense: | | | | | |
| Interest-bearing deposits | 663 |
| | 363 |
| | 163 |
|
| Securities sold under repurchase agreements | 31 |
| | 13 |
| | 2 |
|
| Other short-term borrowings | 21 |
| | 17 |
| | 10 |
|
| Long-term debt | 414 |
| | 389 |
| | 308 |
|
| Other interest-bearing liabilities | 246 |
| | 209 |
| | 121 |
|
| Total interest expense | 1,375 |
|
| 991 |
| | 604 |
|
| Net interest income | $ | 2,566 |
|
| $ | 2,671 |
| | $ | 2,304 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Interest income: | | | | | |
| Deposits with banks | $ | 180 |
| | $ | 126 |
| | $ | 208 |
|
| Investment securities: | | | | | |
| U.S. Treasury and federal agencies | 854 |
| | 821 |
| | 735 |
|
| State and political subdivisions | 226 |
| | 224 |
| | 227 |
|
| Other investments | 658 |
| | 756 |
| | 934 |
|
| Securities purchased under resale agreements | 264 |
| | 146 |
| | 62 |
|
| Loans and leases | 504 |
| | 378 |
| | 311 |
|
| Other interest-earning assets | 222 |
| | 61 |
| | 11 |
|
| Total interest income | 2,908 |
| | 2,512 |
| | 2,488 |
|
| Interest expense: | | | | | |
| Deposits | 163 |
| | 85 |
| | 97 |
|
| Securities sold under repurchase agreements | 2 |
| | 1 |
| | — |
|
| Short-term borrowings | 10 |
| | 7 |
| | 7 |
|
| Long-term debt | 308 |
| | 260 |
| | 250 |
|
| Other interest-bearing liabilities | 121 |
| | 75 |
| | 46 |
|
| Total interest expense | 604 |
| | 428 |
| | 400 |
|
| Net interest income | $ | 2,304 |
| | $ | 2,084 |
| | $ | 2,088 |
|
Note 18. Equity-Based Compensation
We record compensation expense for equity-based awards, such as restricted stock, deferred stock and performance awards, based on the closing price of our common stock on the date of grant, adjusted if appropriate, based on the award’s eligibility of the award to receive dividends. The fair value of stock appreciation rights are determined using the Black-Scholes valuation model.
Compensation expense related to equity-based awards with service-only conditions and terms that provide for a graded vesting schedule is recognized on a straight-line basis over the required service period for the entire award. Compensation expense related to equity-based awards with performance conditions and terms that provide for a graded vesting schedule is recognized over the requisite service period for each separately vesting tranche of the award, and is based on the probable outcome of the performance conditions at each reporting date. Compensation expense is adjusted for assumptions with respect to the estimated amount of awards that will be forfeited prior to vesting, and for employees who have met certain retirement eligibility criteria. Compensation expense for common stock awards granted to employees meeting early retirement eligibility criteria is fully expensed on the grant date.
Dividend equivalents for certain equity-based awards are paid on stock units on a current basis prior to vesting and distribution.
The 2017 Stock Incentive Plan, or 2017 Plan, was approved by shareholders in May 2017 for issuance of stock and stock based awards. Awards may be made
under the 2017 Plan for (i) up to 8.3 million shares of common stock plus (ii) up to an additional 28.5 million shares that were available to be issued under the 2006 Equity Incentive Plan, or 2006 Plan, or may become available for issuance under the 2006 Plan due to expiration, termination, cancellation, forfeiture or repurchase of awards granted under the 2006 Plan. As of December 31, 2017,2019, a total of 17.919.7 million shares from the 2006 Plan have been added to and may be issued from the 2017 Plan. As of December 31, 2017, a
The following table presents the cumulative total number of 0.4 million shares had beenthat was awarded under the 2017 Plan and 68.9 million had been awarded under the 2006 Plan. As of December 31, 2016 and 2015, we had cumulative totals of 65.7 million shares and 60.9 million shares, respectively, awarded underPlan for the 2006 Plan. periods indicated:
|
| | | | | | | | |
| | As of December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Total number of shares awarded under the 2006 Plan | 68.9 |
| | 68.9 |
| | 68.9 |
|
| Total number of shares awarded under the 2017 Plan | 7.6 |
| | 3.9 |
| | 0.4 |
|
The 2017 Plan allows for shares withheld in payment of the exercise price of an award or in satisfaction of tax withholding requirements, shares forfeited due to employee termination, shares expired under optionsoption awards, or shares not delivered when performance conditions have not been met, to be added back to the pool of shares available for issuance under the 2017 Plan. From inception to December 31, 2017,2019, fewer than 1 million shares had been awarded under the 2017 Plan but not delivered, and have become available for reissue.re-issue. As of December 31, 2017,2019, a total of 25.921.3 million shares were available for future issuance under the 2017 Plan.
The exercise price of non-qualified and incentive stock options and stock appreciation rights may not be less than the fair value of such shares on the date of grant. Stock options and stock appreciation rights granted under the 1997 Equity Incentive Plan, or 1997 Plan, and the 2006 Plan, collectively the Plans, generally vest over four years and expire no later than ten years from the date of grant. No common stock options or stock appreciation rights have been granted since 2009. For restricted stock awards granted under the Plans, common stock is issued at the time of grant and recipients have dividend and voting rights. In general, these grants vest over three to four years. As of December 31, 2017 there are no outstanding stock options or restricted stock awards.
For deferred stock awards granted under the Plans, no common stock is issued at the time of grant and the award does not possess dividend and voting rights. Generally, these grants vest over one to four years. Performance awards granted are earned over a performance period based on the achievement of
State Street Corporation | 173
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
defined goals, generally over three years. Payment for performance awards is made in shares of our common stock equal to its fair market value per share, based on the performance of certain financial ratios, after the conclusion of each performance period.
Beginning with 2012, malus-based forfeiture provisions were included in deferred stock awards granted to employees identified as “material risk-takers,” as defined by management. These malus-based forfeiture provisions provide for the reduction or cancellation of unvested deferred compensation, such as deferred stock awards and performance based awards, if it is determined that a material risk-taker made risk-based decisions that exposed State Streetus to inappropriate risks that resulted in a material unexpected loss at the business-unit, line-of-business or corporate level. In addition, awards granted to certain of our senior executives, as well as awards granted to
State Street Corporation | 164
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
individuals in certain jurisdictions, may be subject to recoupment after vesting (if applicable) and delivery to the individual in specified circumstances
generally relating to fraud or willful misconduct by the individual that results in material harm to us or a material financial restatement.
Compensation expense related to stock options, stock appreciation rights, restricted stock awards, deferred stock awards and performance awards, which we record as a component of compensation and employee benefits expense in our consolidated statement of income, was $243$235 million, $268$262 million and $319$243 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively. Such expense for 2019, 2018 and 2017 2016 and 2015 excluded $15a release of $4 million, $9an expense of $45 million and $10$15 million, respectively, associated with acceleration of expense in connection with targeted staff reductions. This expense was included in the severance-related portion of the associated restructuring or repositioning charges recorded in each respective year.
The following table presents information aboutFor the Plans as ofyear ended December 31, 2017, and related activity during the years indicated:
|
| | | | | | | | | | | | |
| | Shares (In thousands) | | Weighted-Average Exercise Price | | Weighted-Average Remaining Contractual Term (In years) | | Total Intrinsic Value (In millions) |
| Stock Appreciation Rights: | | | | | | | |
| Outstanding as of December 31, 2015 | 1,206 |
| | $ | 76.29 |
| | | | |
| Exercised | (227 | ) | | 70.59 |
| | | | |
| Forfeited or expired | (24 | ) | | 81.71 |
| | | | |
| Outstanding as of December 31, 2016 | 955 |
| | 77.52 |
| | | | |
| Exercised | (595 | ) | | 81.71 |
| | | | |
| Forfeited or expired | (360 | ) | | 70.59 |
| | | | |
Outstanding and exercisable as of December 31, 2017(1) | — |
| | $ | — |
| | 0 | | $ | — |
|
(1) There were no shares subject to stock options and no2019, 0 stock appreciation rights.
rights were exercised. The total intrinsic value of stock appreciation rights exercised during the years ended December 31, 2018 and 2017 2016 and 2015 was $5 million, $1$0 million and $5 million, respectively. As of December 31, 2017,2019, there was no0 unrecognized compensation cost related to stock options and stock appreciation rights.
| | | | Shares (In thousands) | | Weighted-Average Grant Date Fair Value | Shares (In thousands) | | Weighted-Average Grant Date Fair Value |
| Deferred Stock Awards: | | | | Deferred Stock Awards: |
| Outstanding as of December 31, 2015 | 8,736 |
| | $ | 61.59 |
| |
| Outstanding as of December 31, 2017 | | 6,848 |
| | $ | 65.44 |
|
| Granted | 4,336 |
| | 52.49 |
| 2,500 |
| | 101.25 |
|
| Vested | (4,897 | ) | | 56.18 |
| (3,235 | ) | | 70.98 |
|
| Forfeited | (361 | ) | | 60.12 |
| (138 | ) | | 80.60 |
|
| Outstanding as of December 31, 2016 | 7,814 |
| | 60.01 |
| |
| Outstanding as of December 31, 2018 | | 5,975 |
| | 77.07 |
|
| Granted | 2,977 |
| | 76.38 |
| 3,168 |
| | 66.68 |
|
| Vested | (3,686 | ) | | 62.88 |
| (3,089 | ) | | 71.20 |
|
| Forfeited | (257 | ) | | 63.56 |
| (220 | ) | | 75.85 |
|
| Outstanding as of December 31, 2017 | 6,848 |
| | $ | 65.44 |
| |
| Outstanding as of December 31, 2019 | | 5,834 |
| | 74.33 |
|
The total fair value of deferred stock awards vested for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, based on the weighted average grant date fair value in each respective year, was $232$220 million, $275$230 million and $340$232 million, respectively. As of December 31, 2017,2019, total unrecognized compensation cost related to deferred stock awards, net of estimated forfeitures, was $242$212 million, which is expected to be recognized over a weighted-average period of 2.52.4 years.
|
| | | | | | |
| | Shares (In thousands) | | Weighted-Average Grant Date Fair Value |
| Performance Awards: | | | |
| Outstanding as of December 31, 2015 | 1,165 |
| | $ | 60.45 |
|
| Granted | 506 |
| | 50.81 |
|
| Forfeited | — |
| | — |
|
| Paid out | (424 | ) | | 49.27 |
|
| Outstanding as of December 31, 2016 | 1,247 |
| | 60.37 |
|
| Granted | 534 |
| | 76.27 |
|
| Forfeited | — |
| | — |
|
| Paid out | (233 | ) | | 58.91 |
|
| Outstanding as of December 31, 2017 | 1,548 |
| | $ | 66.09 |
|
State Street Corporation | 174 |
| | | | | | |
| | Shares (In thousands) | | Weighted-Average Grant Date Fair Value |
| Performance Awards: |
| Outstanding as of December 31, 2017 | 1,548 |
| | $ | 66.09 |
|
| Granted | 1,067 |
| | 74.68 |
|
| Forfeited | (1 | ) | | 101.26 |
|
| Paid out | (457 | ) | | 70.58 |
|
| Outstanding as of December 31, 2018 | 2,157 |
| | 69.36 |
|
| Granted | 510 |
| | 66.04 |
|
| Forfeited | (96 | ) | | 74.82 |
|
| Paid out | (432 | ) | | 51.01 |
|
| Outstanding as of December 31, 2019 | 2,139 |
| | 71.82 |
|
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The total fair value of performance awards paid outvested for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, based on the weighted average grant date fair value in each respective year, was $14$22 million, $21$32 million and $39$14 million, respectively. As of December 31, 2017,2019, total unrecognized compensation cost related to performance awards, net of estimated forfeitures, was $16$39 million, which is expected to be recognized over a weighted-average period of 2.81.9 years.
We utilize either treasury shares or authorized but unissued shares to satisfy the issuance of common stock under our equity incentive plans. We do not have a specific policy concerning purchases of our common stock to satisfy stock issuances, including exercises of stock options.issuances. We have a general policy concerning purchases of our common stock to meet issuances under our employee benefit plans, including option exercises and other corporate purposes. Various factors determine the amount and timing of our purchases of our common stock, including regulatory reviews and approvals or non-objections, our regulatory capital requirements, the number of shares we expect to issue under employee benefit plans, market conditions (including the trading price of our common stock), and legal considerations. These factors can change at any time, and the number of shares of common stock we will purchase or when we will purchase them cannot be assured. See Note 15 for furtherAdditional information on our common stock purchase program.program is provided in Note 15.
Note 19. Employee Benefits
Defined Benefit Pension and Other Post-Retirement Benefit Plans
State Street Bank and certain of its U.S. subsidiaries participate in a non-contributory, tax-qualified defined benefit pension plan. The U.S. defined benefit pension plan was frozen as of December 31, 2007 and no0 new employees were eligible to participate after that date. State Street hasWe have agreed to contribute sufficient amounts as necessary to meet the benefits paid to plan participants and to fund the plan’s service cost, plus interest. U.S. employee account balances earn annual interest credits until the employee begins receiving benefits. Non-U.S. employees participate in local defined benefit plans which are funded as required in
State Street Corporation | 165
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
each local jurisdiction. In addition to the defined benefit pension plans, we have non-qualified unfunded SERPs that provide certain officers with defined pension benefits in excess of allowable qualified plan limits. State Street Bank and certain of its U.S. subsidiaries also participate in a post-retirement plan that provides health care benefits for certain retired employees. The total expense for these tax-qualified
and non-qualified plans was $8 million, $11 million and $15 million $16 millionin 2019, 2018 and $46 million in 2017, 2016 and 2015, respectively.
We recognize the funded status of our defined benefit pension plans and other post-retirement benefit plans, measured as the difference between the fair value of the plan assets and the projected benefit obligation, in the consolidated statement of position. The assets held by the defined benefit pension plans are largely made up of common, collective funds that are liquid and invest principally in U.S. equities and high-quality fixed incomefixed-income investments. The majority of these assets fall within Level 2 of the fair value hierarchy. The benefit obligations associated with our primary U.S. and non-U.S. defined benefit plans, non-qualified unfunded supplemental retirement plans and post-retirement plans were $1.32$1.37 billion, $125$88 million and $16$10 million, respectively, as of December 31, 20172019 and $1.23$1.21 billion, $136$110 million and $21$12 million, respectively, as of December 31, 2016.2018. As the primary defined benefit plans are frozen, the benefit obligation will only vary over time as a result of changes in market interest rates, the life expectancy of the plan participants and payments made from the plans. The primary U.S. and non-U.S. defined benefit pension plans were overfunded by $10 million and underfunded by $9 million and $32$1 million as of December 31, 20172019 and 2016,2018, respectively. The non-qualified supplemental retirement plans were underfunded by $125$88 million and $136$110 million as of December 31, 20172019 and 2016,2018, respectively. The other post-retirement benefit plans were underfunded by $16$10 million and $21$12 million as of December 31, 20172019 and 2016,2018, respectively. The underfunded status is included in other liabilities.
Defined Contribution Retirement Plans
We contribute to employer-sponsored U.S. and non-U.S. defined contribution plans. Our contribution to these plans was $167 million, $170 million and $146 million $132 million,in 2019, 2018 and $130 million in 2017, 2016 and 2015, respectively.
State Street Corporation | 175
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 20. Occupancy Expense and Information Systems and Communications Expense
Upon adoption of Topic 842 on January 1, 2019, we recognized right-of-use assets of approximately $0.91 billion and lease liabilities of approximately $1.06 billion.
Occupancy expense and information systems and communications expense include depreciation of buildings, leasehold improvements, computer hardware and software, equipment, and furniture and fixtures.
fixtures, and amortization of lease right-of-use assets. Total depreciation and amortization expense in 2019, 2018 and 2017 2016 and 2015 was $526$842 million, $472$599 million and $443$526 million, respectively.
We lease 1,025,000 square feet at One Lincoln Street,use our headquarters building located in Boston, Massachusetts, and a related underground parking garage, under 20-year, non-cancelable capital leases expiring in September 2023. A portionincremental borrowing rate to determine the present value of the lease payments is offset by subleases for approximately 127,000 square feet of the building. finance and operating leases described below. Additionally, we do not separate nonlease components such as real estate taxes and common area maintenance from base lease payments.
As of December 31, 20172019 and 2016,2018, an aggregate net book value of $159$78 million and $194$102 million, respectively, for the finance lease related to the above-described capital leasesour One Lincoln Street Boston headquarters was recorded in premises and equipment, with the related liability of $136 million and $190 million, respectively, recorded in long-term debt, in our consolidated statement of condition.
CapitalFinance lease right-of-use asset amortization is recorded in occupancy expense on a straight-line basis in our
consolidated statement of income over the respective lease term. As of December 31, 2019, accumulated amortization of the finance lease right-of-use asset was $56 million. Lease payments are recorded as a reduction of the liability, with a portion recorded as imputed interest expense. In 2017, 20162019 and 2015,2018, interest expense related to these capitalthe finance lease obligations,obligation reflected in NII was $20 million, $22$11 million and $32$17 million, respectively.
As of December 31, 20172019, an aggregate net book value of $858 million for the operating lease right-of-use assets is recorded in other assets, with the related lease liability of $1,020 million recorded in accrued expenses and 2016, accumulated amortizationother liabilities in our consolidated statement of capital lease assets was $401 million and $365 million, respectively.condition.
We have entered into non-cancelablenon-cancellable operating leases for premises and equipment. Nearly all of these leases include renewal options.options, and only those reasonably certain of being exercised are included in the term of the lease. Costs related tofor operating leases are recorded on a straight-line basis which includes both interest expense and right-of-use asset amortization. Operating lease costs for office space are recorded in occupancy expense. Costs related to operating leases for equipment are recorded in information systems and communications expense. Both are recorded on a straight-line basis.
Total rental expense netAs of sublease revenue in 2017, 2016 and 2015 amounted to $229December 31, 2019, we have additional operating leases, primarily for office space, that have not yet commenced of approximately $484 million $194 million and $190 million, respectively. Total rental expense was reduced by sublease revenue of $5 million in 2017 and $4 million in both 2016 and 2015.
The following table presents a summary ofundiscounted future minimum lease payments. These leases will commence between fiscal year 2020 and fiscal year 2023 with lease terms of 10 to 15 years. The majority of these future payments under non-cancelable capital and operating leases asrelate to the new Boston headquarters lease executed in the first quarter of December 31, 2017. Aggregate future minimum rental commitments have been reduced by aggregate sublease rental commitments of $41 million for capital leases and $19 million for operating leases.2019, replacing the One Lincoln Street Boston property.
|
| | | | | | | | | | | |
| (In millions) | Capital Leases | | Operating Leases | | Total |
| 2018 | $ | 53 |
| | $ | 197 |
| | $ | 250 |
|
| 2019 | 45 |
| | 175 |
| | 220 |
|
| 2020 | 45 |
| | 154 |
| | 199 |
|
| 2021 | 45 |
| | 144 |
| | 189 |
|
| 2022 | 45 |
| | 125 |
| | 170 |
|
| Thereafter | 34 |
| | 336 |
| | 370 |
|
| Total minimum lease payments | 267 |
| | $ | 1,131 |
| | $ | 1,398 |
|
| Less amount representing interest payments | (56 | ) | | | | |
| Present value of minimum lease payments | $ | 211 |
| | | | |
State Street Corporation | 176166
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
None of our leases contain residual value guarantees.
The following table presents lease costs, sublease rental income, cash flows and new leases arising from lease transactions for 2019:
|
| | | |
| (In millions) | Year End December 31, 2019 |
| Finance lease: | |
| Amortization of right-of-use assets | $ | 21 |
|
| Interest on lease liabilities | 11 |
|
| Total finance lease expense | 32 |
|
| Sublease income | (9 | ) |
| Net finance lease expense | 23 |
|
| Operating lease: | |
| Operating lease expense | 179 |
|
| Sublease income | (6 | ) |
| Net operating lease expense | 173 |
|
| Net lease expense | $ | 196 |
|
| | |
| Cash paid for amounts included in the measurement of lease liabilities: | |
| Operating cash flows from finance leases | $ | 11 |
|
| Operating cash flows from operating leases | 201 |
|
| Financing cash flows from finance leases | 54 |
|
| Right-of-use assets obtained in exchange for new lease obligations: | |
| Operating leases | $ | 120 |
|
| Finance leases | — |
|
The following table presents future minimum lease payments under non-cancellable leases as of December 31, 2019:
|
| | | | | | | | | | | |
| (In millions) | Operating Leases | | Finance Leases | | Total |
| 2020 | $ | 183 |
| | $ | 41 |
| | $ | 224 |
|
| 2021 | 180 |
| | 41 |
| | 221 |
|
| 2022 | 164 |
| | 41 |
| | 205 |
|
| 2023 | 143 |
| | 31 |
| | 174 |
|
| 2024 | 108 |
| | — |
| | 108 |
|
| Thereafter | 356 |
| | — |
| | 356 |
|
| Total future minimum lease payments | 1,134 |
| | 154 |
| | 1,288 |
|
| Less imputed interest | (114 | ) | | (18 | ) | | (132 | ) |
| Total | $ | 1,020 |
| | $ | 136 |
| | $ | 1,156 |
|
The following table presents details related to remaining lease terms and discount rate as of December 31, 2019:
|
| | |
| December 31, 2019 |
| Weighted-average remaining lease term (in years): | |
| Finance leases | 3.8 |
|
| Operating leases | 7.6 |
|
| Weighted-average discount rate: |
| Finance leases | 7 | % |
| Operating leases | 3 | % |
Note 21. Expenses
The following table presents the components of other expenses for the periods indicated: |
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Professional services | $ | 321 |
| | $ | 357 |
| | $ | 340 |
|
| Sales advertising public relations | 114 |
|
| 115 |
|
| 67 |
|
| Securities processing | 75 |
| | 52 |
| | 10 |
|
| Regulatory fees and assessments | 73 |
| | 91 |
| | 108 |
|
| Bank operations | 43 |
| | 70 |
| | 80 |
|
| Donations | 51 |
| | 12 |
| | 17 |
|
| Insurance | 19 |
| | 18 |
| | 20 |
|
| Other | 566 |
| | 461 |
| | 287 |
|
| Total other expenses | $ | 1,262 |
| | $ | 1,176 |
| | $ | 929 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Insurance | $ | 118 |
| | $ | 93 |
| | $ | 126 |
|
| Regulatory fees and assessments | 106 |
| | 82 |
| | 115 |
|
| Bank operations | 80 |
| | 62 |
| | 105 |
|
| Sales advertising public relations | 67 |
| | 52 |
| | 65 |
|
| Litigation | (15 | ) | | 50 |
| | 422 |
|
| Other | 233 |
| | 245 |
| | 185 |
|
| Total other expenses | $ | 589 |
| | $ | 584 |
| | $ | 1,018 |
|
We recorded $79 million of acquisition costs in 2019, primarily related to our acquisition of CRD. In 2018, we recorded approximately $31 million of acquisition costs related to our acquisition of CRD and in 2017 we recorded approximately $21 million of acquisition costs primarily related to our acquisition of the GEAM business. As we integrate CRD into our business, we expect to incur approximately $200 million of acquisition costs, including merger and integration costs, through 2021.
Restructuring and Repositioning Charges
Repositioning Charges
In the year ended December 31, 2017,2019, we recorded restructuring$110 million of repositioning charges, including $98 million of $245compensation and employee benefits expenses and $12 million comparedof occupancy costs, to $142further drive process automation, information technology optimizations and organization rationalization in 2020.
In late 2018, we initiated an expense program to accelerate efforts to become a higher-performing organization and help navigate challenging market and industry conditions. Total repositioning charges were $300 million in the year ended December 31, 2016. The charges were primarily related to Beacon.2018, including $259 million of compensation and employee benefits expenses and $41 million of occupancy costs.
State Street Corporation | 167
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table presents aggregate activity for repositioning charges and activity related to previous Beacon restructuring activitycharges for the periods indicated:
|
| | | | | | | | | | | | | | | |
| (In millions) | Employee
Related Costs | | Real Estate
Actions | | Asset and Other Write-offs | | Total |
| Accrual Balance at December 31, 2016 | $ | 37 |
| | $ | 17 |
| | $ | 2 |
| | $ | 56 |
|
| Accruals for Beacon | 186 |
| | 32 |
| | 27 |
| | 245 |
|
| Payments and Other Adjustments | (57 | ) | | (17 | ) | | (26 | ) | | (100 | ) |
| Accrual Balance at December 31, 2017 | 166 |
| | 32 |
| | 3 |
| | 201 |
|
| Accruals for Beacon | (7 | ) | | — |
| | — |
| | (7 | ) |
| Accruals for Repositioning Charges | 259 |
| | 41 |
| | — |
| | 300 |
|
| Payments and Other Adjustments | (115 | ) | | (36 | ) | | (2 | ) | | (153 | ) |
| Accrual Balance at December 31, 2018 | 303 |
| | 37 |
| | 1 |
| | 341 |
|
| Accruals for Beacon | (2 | ) | | — |
| | — |
| | (2 | ) |
| Accruals for Repositioning Charges | 98 |
| | 12 |
| | — |
| | 110 |
|
| Payments and Other Adjustments | (209 | ) | | (42 | ) | | — |
| | (251 | ) |
| Accrual Balance at December 31, 2019 | $ | 190 |
| | $ | 7 |
| | $ | 1 |
| | $ | 198 |
|
|
| | | | | | | | | | | | | | | |
| (In millions) | Employee
Related Costs | | Real Estate
Actions | | Asset and Other Write-offs | | Total |
| Accrual Balance at December 31, 2014 | $ | 39 |
| | $ | 23 |
| | $ | 7 |
| | $ | 69 |
|
| Accruals for Business Operations and IT | (5 | ) | | (3 | ) | | 13 |
| | 5 |
|
| Payments and other adjustments | (25 | ) | | (9 | ) | | (17 | ) | | (51 | ) |
| Accrual Balance at December 31, 2015 | $ | 9 |
| | $ | 11 |
| | $ | 3 |
| | $ | 23 |
|
| Accruals for Business Operations and IT | (2 | ) | | — |
| | — |
| | (2 | ) |
| Accruals for Beacon | 94 |
| | 18 |
| | 30 |
| | 142 |
|
| Payments and other adjustments | (64 | ) | | (12 | ) | | (31 | ) | | (107 | ) |
| Accrual Balance at December 31, 2016 | $ | 37 |
| | $ | 17 |
| | $ | 2 |
| | $ | 56 |
|
| Accruals for Beacon | 186 |
| | 32 |
| | 27 |
| | 245 |
|
| Payments and Other Adjustments | (57 | ) | | (17 | ) | | (26 | ) | | (100 | ) |
| Accrual Balance at December 31, 2017 | $ | 166 |
| | $ | 32 |
| | $ | 3 |
| | $ | 201 |
|
Note 22. Income Taxes
We use an asset-and-liability approach to account for income taxes. Our objective is to recognize the amount of taxes payable or refundable for the current year through charges or credits to the current tax provision, and to recognize deferred tax assets and liabilities for future tax consequences of temporary differences between amounts reported in our consolidated financial statements and their respective tax bases. The measurement of tax assets and liabilities is based on enacted tax laws and applicable tax rates. The effects of a tax position on our consolidated financial statements are recognized when we believe it is more likely than not that the position will be sustained. A valuation allowance is established if it is considered more likely than not that all or a portion of the deferred tax assets
will not be realized. Deferred tax assets and liabilities recorded in our consolidated statement of condition are netted within the same tax jurisdiction.
The following table presents the components of income tax expense (benefit) for the periods indicated:
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 |
| 2018 |
| 2017 |
| Current: | | | | | |
| Federal | $ | 157 |
| | $ | 122 |
| | $ | 343 |
|
| State | 86 |
| | 148 |
| | 24 |
|
| Non-U.S. | 357 |
| | 374 |
| | 380 |
|
| Total current expense | 600 |
| | 644 |
| | 747 |
|
| Deferred: | | | | | |
| Federal | (6 | ) | | (128 | ) | | 45 |
|
| State | 33 |
| | (22 | ) | | 66 |
|
| Non-U.S. | (157 | ) | | 14 |
| | (19 | ) |
| Total deferred expense (benefit) | (130 | ) | | (136 | ) | | 92 |
|
| Total income tax expense (benefit) | $ | 470 |
| | $ | 508 |
| | $ | 839 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Current: | | | | | |
| Federal | $ | 229 |
| | $ | (14 | ) | | $ | 52 |
|
| State | 18 |
| | 30 |
| | 92 |
|
| Non-U.S. | 380 |
| | 320 |
| | 342 |
|
| Total current expense | 627 |
| | 336 |
| | 486 |
|
| Deferred: | | | | | |
| Federal | 49 |
| | (311 | ) | | (39 | ) |
| State | 65 |
| | 38 |
| | 40 |
|
| Non-U.S. | (19 | ) | | (85 | ) | | (169 | ) |
| Total deferred expense (benefit) | 95 |
| | (358 | ) | | (168 | ) |
| Total income tax expense (benefit) | $ | 722 |
| | $ | (22 | ) | | $ | 318 |
|
The following table presents a reconciliation of the U.S. statutory income tax rate to our effective tax rate based on income before income tax expense for the periods indicated:
| | | | Years Ended December 31, | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 | 2019 | | 2018 | | 2017 |
| U.S. federal income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % | 21.0 | % | | 21.0 | % | | 35.0 | % |
| Changes from statutory rate: | | | | | | | | | | |
| State taxes, net of federal benefit | 1.9 |
| | 2.0 |
| | 4.2 |
| 3.4 |
| | 3.1 |
| | 2.0 |
|
| Tax-exempt income | (4.5 | ) | | (6.1 | ) | | (5.6 | ) | (1.5 | ) | | (2.0 | ) | | (4.3 | ) |
Business tax credits(1) | (6.8 | ) | | (13.6 | ) | | (9.4 | ) | (5.4 | ) | | (4.1 | ) | | (3.7 | ) |
| Foreign tax differential | (7.4 | ) | | (7.7 | ) | | (9.6 | ) | (0.1 | ) | | (0.6 | ) | | (7.2 | ) |
| Foreign legal entity restructuring | | (4.3 | ) | | — |
| | — |
|
| Foreign tax credit limitations | | 2.2 |
| | 0.2 |
| | — |
|
| Transition tax | 15.7 |
| | — |
| | — |
| — |
| | — |
| | 15.2 |
|
| Deferred tax revaluation | (6.8 | ) | | — |
| | — |
| — |
| | (1.0 | ) | | (6.8 | ) |
| Foreign designated earnings | (0.7 | ) | | (6.8 | ) | | — |
| — |
| | — |
| | (0.7 | ) |
| Foreign capital transactions | — |
| | (4.3 | ) | | — |
| |
| Tax refund | — |
| | — |
| | (2.8 | ) | |
| Litigation expense | — |
| | 1.4 |
| | 2.7 |
| 1.6 |
| | 0.3 |
| | — |
|
| Other, net | (1.5 | ) | | (0.9 | ) | | (0.7 | ) | 0.4 |
| | (0.6 | ) | | (1.6 | ) |
| Effective tax rate | 24.9 | % | | (1.0 | )% | | 13.8 | % | 17.3 | % | | 16.3 | % | | 27.9 | % |
(1) Business tax credits include low-income housing, production and investment tax credits.
On December 22,The 2017 the President signed into law the TCJA (H.R. 1), reducing the corporate income tax rate from 35%expense included a net provisional estimate of $257 million attributable to 21% and enacting a one-time transition tax on unremitted earningsthe enactment of foreign subsidiaries. Although we have not completedTCJA (H.R.1).
As of December 31, 2018, the accounting for theincome tax effects of the TCJA wewas completed and the 2018 income tax expense included a provisional estimate for the impact toan additional deferred tax balancesbenefit of approximately $32 million.
Beginning in 2018, the TCJA subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. We have elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. As such, we have included an estimate of this liability in our estimated annual effective tax rate. This adjustment increased our effective tax rate by 0.3% and cost associated with0.2% in 2019 and 2018, respectively, which is reflected in the one-time transition tax.prior reconciliation table under "Foreign Tax Credit Limitations".
State Street Corporation | 177168
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Undistributed indefinitely reinvested earnings of certain foreign subsidiaries amounted to approximately $4.1 billion at December 31, 2019. As a result, ofno provision has been recorded for state and local or foreign withholding income taxes. If a distribution were to occur, we would be subject to state, local and to foreign withholding tax. It is expected that any distribution will be exempt from federal income tax. Although the reduction in the corporateforeign withholding tax is generally creditable against U.S. federal income tax, rate, certain U.S. deferred tax assets and liabilities were revalued resultingcredit utilization limitations may result in a provisional estimated deferred tax benefit of $197 million. Deferred tax assets and liabilities represent the future impact on income taxes resulting from temporary differences that exist as of the balance sheet date using enacted tax rates. Certain U.S. temporary differences are a provisional estimate based on information currently available. As additional information is made available, there may be adjustments to temporary differences that could increase or decrease the deferred tax balances. As such, the $197 million benefit may be adjusted in future periods.net cost.
The one-time transition tax is measured on total post-1986 earnings and profits ("E&P") of foreign subsidiaries previously deferred from U.S. income taxes. Although we have not completed our analysis of cumulative E&P, we have included a provisional expense of $454 million based on information available and our current interpretations of the newly enacted law. This amount is based on the amount of earnings held in cash and other specified assets. We understand that this amount will change as estimates of foreign E&P and foreign income taxes are refined and assumptions are modified from additional guidance on the TCJA.
The 2016 foreign designated earnings include the benefits attributable to the change in designation of certain of our foreign earnings as indefinitely invested overseas. The foreign capital transactions include the tax benefits from incremental foreign tax credits and a foreign affiliate tax loss. The increase in business tax credits is attributable to an increase in alternative energy investments.
In 2015 we recognized benefits associated with the reduction of an Italian deferred tax liability and the approval of a tax refund for prior years, partially offset by a change in New York tax law.
The following table presents significant components of our gross deferred tax assets and gross deferred tax liabilities as of the dates indicated: |
| | | | | | | |
| | December 31, |
| (In millions) | 2019 | | 2018 |
| Deferred tax assets: | | | |
| Other amortizable assets | $ | 394 |
| | $ | 49 |
|
| Tax credit carryforwards | 387 |
| | 274 |
|
| Lease obligations | 254 |
| | — |
|
| Deferred compensation | 120 |
| | 134 |
|
| Restructuring charges and other reserves | 104 |
| | 156 |
|
| NOL and other carryforwards | 73 |
| | 104 |
|
| Pension plan | 66 |
| | 55 |
|
| Foreign currency translation | 57 |
| | 50 |
|
| Unrealized losses on investment securities, net | — |
| | 146 |
|
Total deferred tax assets | 1,455 |
| | 968 |
|
| Valuation allowance for deferred tax assets | (330 | ) | | (138 | ) |
| Deferred tax assets, net of valuation allowance | $ | 1,125 |
| | $ | 830 |
|
| Deferred tax liabilities: | | | |
| Fixed and intangible assets | $ | 763 |
| | $ | 744 |
|
| Investment basis differences | 258 |
| | 229 |
|
| Right-of-use Assets | 223 |
| | — |
|
| Unrealized gains on investment securities, net | 86 |
| | — |
|
| Other | 32 |
| | 11 |
|
| Total deferred tax liabilities | $ | 1,362 |
| | $ | 984 |
|
|
| | | | | | | |
| | December 31, |
| (In millions) | 2017 | | 2016 |
| Deferred tax assets: | | | |
| Unrealized losses on investment securities, net | $ | 17 |
| | $ | 157 |
|
| Deferred compensation | 159 |
| | 285 |
|
| Defined benefit pension plan | 82 |
| | 116 |
|
| Restructuring charges and other reserves | 132 |
| | 199 |
|
| Foreign currency translation | 18 |
| | 225 |
|
| General business credit | 231 |
| | 425 |
|
| NOL and other carryforwards | 101 |
| | 73 |
|
| Other | 27 |
| | 32 |
|
Total deferred tax assets | 767 |
| | 1,512 |
|
| Valuation allowance for deferred tax assets | (88 | ) | | (66 | ) |
| Deferred tax assets, net of valuation allowance | $ | 679 |
| | $ | 1,446 |
|
| Deferred tax liabilities: | | | |
| Leveraged lease financing | $ | 184 |
| | $ | 313 |
|
| Fixed and intangible assets | 755 |
| | 886 |
|
| Non-U.S. earnings | 6 |
| | 164 |
|
| Investment basis differences | 158 |
| | 120 |
|
| Total deferred tax liabilities | $ | 1,103 |
| | $ | 1,483 |
|
The reduction in deferred tax assets and liabilities includes the provisional estimated impact of TCJA as well as current year activity such as the utilization of General Business Credits, additional investments in tax advantaged investments and changes in FX rates.
The table below summarizes the deferred tax assets and related valuation allowances recognized as of December 31, 2017:2019:
|
| | | | | | | | | |
| (In millions) | Deferred Tax Asset | | Valuation Allowance | | Expiration |
| Other amortizable assets | $ | 394 |
| | $ | (243 | ) | | __ |
| Tax credits | 387 |
| | (29 | ) | | 2029-2039 |
| NOLs - Non-U.S. | 33 |
| | (18 | ) | | 2020-2028, None |
| Other carryforwards | 27 |
| | (27 | ) | | None |
| NOLs - State | 13 |
| | (13 | ) | | 2020-2039 |
|
| | | | | | | | | |
| (In millions) | Deferred Tax Asset | | Valuation Allowance | | Expiration |
| General business Credits | $ | 231 |
| | $ | — |
| | 2035-2037 |
| NOLs - Non-U.S. | 47 |
| | (35 | ) | | 2018-2026 / None |
| Other Carryforwards | 41 |
| | (41 | ) | | None |
| NOLs - State | 13 |
| | (12 | ) | | 2018-2036 |
Management considers the valuation allowance adequate to reduce the total deferred tax assets to an aggregate amount that will more likely than not be realized. Management has determined that a valuation allowance is not required for the remaining deferred tax assets because it is more likely than not that there is
sufficient taxable income of the appropriate nature within the carryforward periods to realize these assets.
State Street Corporation | 178
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2017, 20162019, 2018 and 2015,2017, the gross unrecognized tax benefits, excluding interest, were $94$149 million, $71$108 million and $63$94 million, respectively. Of this, the amounts that would reduce the effective tax rate, if recognized, are $140 million, $100 million and $87 million, $63 million and $55 million, respectively. UnrecognizedThe reduction in the effective tax benefits do not include the benefit ofrate includes the federal deductionbenefit for unrecognized state tax benefits which is included in the effective tax rate.benefits.
The following table presents activity related to unrecognized tax benefits as of the dates indicated:
|
| | | | | | | | | | | |
| | December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Beginning balance | $ | 108 |
| | $ | 94 |
| | $ | 71 |
|
| Decrease related to agreements with tax authorities | (17 | ) | | (40 | ) | | (14 | ) |
| Increase related to tax positions taken during current year | 13 |
| | 12 |
| | 26 |
|
| Increase related to tax positions taken during prior years | 49 |
| | 44 |
| | 11 |
|
| Decreases related to a lapse of the applicable statute of limitations | (4 | ) | | (2 | ) | | — |
|
| Ending balance | $ | 149 |
| | $ | 108 |
| | $ | 94 |
|
|
| | | | | | | | | | | |
| | December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Beginning balance | $ | 71 |
| | $ | 63 |
| | $ | 163 |
|
| Decrease related to agreements with tax authorities | (14 | ) | | (13 | ) | | (122 | ) |
| Increase related to tax positions taken during current year | 26 |
| | 7 |
| | 8 |
|
| Increase related to tax positions taken during prior years | 11 |
| | 14 |
| | 14 |
|
| Ending balance | $ | 94 |
| | $ | 71 |
| | $ | 63 |
|
It is reasonably possible that of the $94$149 million of unrecognized tax benefits as of December 31, 2017,2019, up to $14$4 million could decrease within the next 12 months due to the resolution of various audits. Management believes that we have sufficient accrued liabilities as of December 31, 20172019 for tax exposures and related interest expense.
Income tax expense included related interest and penalties of approximately $3$5 million and $2$1 million in 20172019 and 2016,2018, respectively. Total accrued interest and penalties arewere approximately $10 million, $8 million $5 million and $3and$8 million as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively.
Note 23. Earnings Per Common Share
Basic EPS is calculated pursuant to the “two-class”two-class method, by dividing net income available to common shareholders by the weighted-average common shares outstanding during the period. Diluted EPS is calculated pursuant to the two-class method, by dividing net income available to common shareholders by the total weighted-average number of common shares outstanding for the period plus the shares representing the dilutive effect of equity-based awards. The effect of equity-based awards is excluded from the calculation of diluted EPS in periods in which their effect would be anti-dilutive.
State Street Corporation | 169
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The two-class method requires the allocation of undistributed net income between common and participating shareholders. Net income available to common shareholders, presented separately in our consolidated statement of income, is the basis for the calculation of both basic and diluted EPS. Participating securities are composed of unvested and fully vested SERP shares and fully vested
deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings.
The following table presents the computation of basic and diluted earnings per common share for the periods indicated:
| | | | Years Ended December 31, | Years Ended December 31, |
| (Dollars in millions, except per share amounts) | 2017 |
| 2016 | | 2015 | 2019 | | 2018 | | 2017 |
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
| $ | 2,242 |
| | $ | 2,593 |
| | $ | 2,156 |
|
| Less: | | | | | | | | | | |
| Preferred stock dividends | (182 | ) | | (173 | ) | | (130 | ) | (232 | ) | | (188 | ) | | (182 | ) |
Dividends and undistributed earnings allocated to participating securities(1) | (2 | ) | | (2 | ) | | (2 | ) | (1 | ) | | (1 | ) | | (2 | ) |
| Net income available to common shareholders | $ | 1,993 |
| | $ | 1,968 |
| | $ | 1,848 |
| $ | 2,009 |
| | $ | 2,404 |
| | $ | 1,972 |
|
| Average common shares outstanding (In thousands): | | | | | | | | | | |
| Basic average common shares | 374,793 |
| | 391,485 |
| | 407,856 |
| 369,911 |
| | 371,983 |
| | 374,793 |
|
| Effect of dilutive securities: equity-based awards | 5,420 |
| | 4,605 |
| | 5,782 |
| 3,755 |
| | 4,493 |
| | 5,420 |
|
| Diluted average common shares | 380,213 |
| | 396,090 |
| | 413,638 |
| 373,666 |
| | 376,476 |
| | 380,213 |
|
Anti-dilutive securities(2) | 188 |
| | 2,143 |
| | 661 |
| 2,052 |
| | 1,011 |
| | 188 |
|
| Earnings per Common Share: | | | | | | |
| Earnings per common share: | | | | | | |
| Basic | $ | 5.32 |
| | $ | 5.03 |
| | $ | 4.53 |
| $ | 5.43 |
| | $ | 6.46 |
| | $ | 5.26 |
|
Diluted(3) | 5.24 |
| | 4.97 |
| | 4.47 |
| 5.38 |
| | 6.39 |
| | 5.19 |
|
(1) Represents the portion of net income available to common equity allocated to participating securities, composed of unvested and fully vested SERP (Supplemental executive retirement plans) shares and fully vested deferred director stock awards, which are equity-based awards that contain non-forfeitable rights to dividends, and are considered to participate with the common stock in undistributed earnings.
(2) Represents equity-based awards outstanding but not included in the computation of diluted average common shares, because their effect was anti-dilutive. Refer to Note 18 for additionalAdditional information about equity-based awards.awards is provided in Note 18.
(3) Calculations reflect allocation of earnings to participating securities using the two-class method, as this computation is more dilutive than the treasury stock method.
Note 24. Line of Business Information
Our operations are organized into two2 lines of business: Investment Servicing and Investment Management, which are defined based on products and services provided. The results of operations for these lines of business are not necessarily comparable with those of other companies, including companies in the financial services industry.
Investment Servicing,throughState Street Global Services, State Street Global Markets, State Street Global Exchange and CRD, provides services for U.S. mutual funds, collective investment funds and other investment pools, corporate and public retirement plans, insurance companies, foundations and
endowments worldwide. Products includeinclude: custody; product and participant level accounting; daily pricing and administration; master trust and master custody; depotbank services (a fund oversight role created by non-U.S. regulation); record-keeping; cash management; foreign exchange, brokerage and other trading services; securities finance; ourfinance and enhanced custody product, which integrates principal securities lending
State Street Corporation | 179
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and custody;products; deposit and short-term investment facilities; loans and lease financing; investment manager and alternative investment manager operations outsourcing; performance, risk and compliance analytics; and financial data management to support institutional investors. Our CRD business also falls within our Investment Servicing line of business and includes products and services, such as: portfolio modeling and construction; trade order management; investment risk and compliance; and wealth management solutions.
Investment Management,through SSGA,State Street Global Advisors, provides a broad arrayrange of investment management investment researchstrategies and products for our clients. Our investment advisory services to corporations, public funds and other sophisticated investors. SSGA offers passive and active asset management strategies across equity, fixed-income,and products span the risk/reward spectrum, including core and enhanced indexing, multi-asset strategies, active quantitative and fundamental active capabilities and alternative multi-assetinvestment strategies. Our AUM is currently primarily weighted to indexed strategies. In addition, we provide a breadth of services and solutions, (including OCIO)including environmental, social and cash asset classes. Productsgovernance investing, defined benefit and defined contribution and Global Fiduciary Solutions (formerly Outsourced Chief Investment Officer). State Street Global Advisors is also a provider of ETFs, including the SPDR® ETF brand. While management fees are distributed directlyprimarily determined by the values of AUM and through intermediaries using a variety ofthe investment vehicles,strategies employed, management fees reflect other factors as well, including ETFs, such as the SPDR® ETF brand.benchmarks specified in the respective management agreements related to performance fees.
Our investment servicing strategy is to focus on total client relationships and the full integration of our products and services across our client base through cross-selling opportunities. In general, our clients will use a combination of services, depending on their needs, rather than one product or service. For instance, a custody client may purchase securities finance and cash management services from different business units. Products and services that we provide to our clients are parts of an integrated offering to these clients. We price our products and services on the basis of overall client relationships and other factors; as a result, revenue may not necessarily reflect the stand-alone market price of these products and services within the business lines in the same way it would for separate business entities.
State Street Corporation | 170
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Our servicing and management fee revenue from the Investment Servicing and Investment Management business lines, including foreign exchange trading services and securities finance activities, represents approximately 75%70% to 80% of our consolidated total revenue. The remaining 20% to 25%30% is composed of
software and processing fees, and other revenueincluding CRD, as well as NII, which is largely generated by our investment of client deposits, short-term borrowings and long-term debt in a variety of assets, and net gains (losses) related to investment securities. These other revenue types are generally fully allocated to, or reside in, Investment Servicing and Investment Management.
Revenue and expenses are directly charged or allocated to our lines of business through management information systems. Assets and liabilities are allocated according to policies that support management’s strategic and tactical goals. Capital is allocated based on the relative risks and capital requirements inherent in each business line, along with management judgment. Capital allocations may not be representative of the capital that might be required if these lines of business were separate business entities.
The following is a summary of our line of business results for the periods indicated.
The “Other” column for the year ended December 31, 20172019 included net costs of $359 million composed of the following:
Net acquisition and restructuring costs of $266$77 million;
Net repositioning charges of $110 million; and
Legal and related expenses of $172 million.
The “Other” column for the year ended December 31, 20162018 included net costs of $199$398 million composed of the following -following:
Net repositioning charges related to organizational changes and management streamlining of $300 million;
Business exit costs of $24 million;
Legal and related expenses of $50 million; and
Net acquisition and restructuring costs of $209 million; and
Net severance costs associated with staffing realignment of $(10)$24 million.
The “Other”"Other" column for the year ended December 31, 20152017 included net costs of $98 million composed of the following -
Net acquisition and restructuring costs of $25 million;
Net severance costs associated with staffing realignment of $73$266 million.
State Street Corporation | 180
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of our line of business results for the periods indicated. The amounts in the “Other” columns were not allocated to State Street'sour business lines. Prior reported results reflect reclassifications, for comparative purposes, related to management changes in methodologies associated with allocations of revenue and expenses to lines of business in 2017.2019.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | Investment
Servicing | | Investment
Management | | Other | | Total |
| (Dollars in millions) | 2019 |
| 2018 |
| 2017 | | 2019 | | 2018 | | 2017 | | 2019 | | 2018 | | 2017 | | 2019 | | 2018 | | 2017 |
| Servicing fees | $ | 5,074 |
| | $ | 5,429 |
| | $ | 5,365 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (8 | ) | | $ | — |
| | $ | 5,074 |
| | $ | 5,421 |
| | $ | 5,365 |
|
| Management fees | — |
| | — |
| | — |
| | 1,771 |
| | 1,851 |
| | 1,616 |
| | — |
| | — |
| | — |
| | 1,771 |
| | 1,851 |
| | 1,616 |
|
| Foreign exchange trading services | 974 |
| | 1,071 |
| | 999 |
| | 137 |
| | 130 |
| | 72 |
| | — |
| | — |
| | — |
| | 1,111 |
| | 1,201 |
| | 1,071 |
|
| Securities finance | 462 |
| | 543 |
| | 606 |
| | 9 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 471 |
| | 543 |
| | 606 |
|
Software and processing fees(1)(2) | 691 |
| | 443 |
| | 336 |
| | 29 |
| | (5 | ) | | 7 |
| | — |
| | — |
| | — |
| | 720 |
| | 438 |
| | 343 |
|
Total fee revenue(1) | 7,201 |
| | 7,486 |
| | 7,306 |
| | 1,946 |
| | 1,976 |
| | 1,695 |
| | — |
| | (8 | ) | | — |
| | 9,147 |
| | 9,454 |
| | 9,001 |
|
| Net interest income | 2,590 |
| | 2,691 |
| | 2,309 |
| | (24 | ) | | (20 | ) | | (5 | ) | | — |
| | — |
| | — |
| | 2,566 |
| | 2,671 |
| | 2,304 |
|
| Total other income | 43 |
| | 6 |
| | (39 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 43 |
| | 6 |
| | (39 | ) |
Total revenue(1) | 9,834 |
| | 10,183 |
| | 9,576 |
| | 1,922 |
| | 1,956 |
| | 1,690 |
| | — |
| | (8 | ) | | — |
| | 11,756 |
| | 12,131 |
| | 11,266 |
|
| Provision for loan losses | 10 |
| | 15 |
| | 2 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 10 |
| | 15 |
| | 2 |
|
Total expenses(1) | 7,140 |
| | 7,081 |
| | 6,717 |
| | 1,535 |
| | 1,544 |
| | 1,286 |
| | 359 |
| | 390 |
| | 266 |
| | 9,034 |
| | 9,015 |
| | 8,269 |
|
| Income before income tax expense | $ | 2,684 |
| | $ | 3,087 |
| | $ | 2,857 |
| | $ | 387 |
| | $ | 412 |
| | $ | 404 |
| | $ | (359 | ) | | $ | (398 | ) | | $ | (266 | ) | | $ | 2,712 |
| | $ | 3,101 |
| | $ | 2,995 |
|
| Pre-tax margin | 27 | % | | 30 | % | | 30 | % | | 20 | % | | 21 | % | | 24 | % | | | | | | | | 23 | % | | 26 | % | | 27 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Average assets (in billions) | $ | 220.3 |
| | $ | 220.2 |
| | $ | 214.0 |
| | $ | 3.0 |
| | $ | 3.2 |
| | $ | 5.4 |
| | | | | | | | $ | 223.3 |
| | $ | 223.4 |
| | $ | 219.4 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | Investment
Servicing | | Investment
Management | | Other | | Total |
| (Dollars in millions) | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 | | 2017 | | 2016 | | 2015 |
| Servicing fees | $ | 5,365 |
| | $ | 5,073 |
| | $ | 5,153 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 5,365 |
| | $ | 5,073 |
| | $ | 5,153 |
|
| Management fees | — |
| | — |
| | — |
| | 1,616 |
| | 1,292 |
| | 1,174 |
| | — |
| | — |
| | — |
| | 1,616 |
| | 1,292 |
| | 1,174 |
|
| Trading services | 999 |
| | 1,038 |
| | 1,091 |
| | 72 |
| | 61 |
| | 55 |
| | — |
| | — |
| | — |
| | 1,071 |
| | 1,099 |
| | 1,146 |
|
| Securities finance | 606 |
| | 562 |
| | 496 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 606 |
| | 562 |
| | 496 |
|
| Processing fees and other | 240 |
| | 119 |
| | 342 |
| | 7 |
| | (29 | ) | | (33 | ) | | — |
| | — |
| | — |
| | 247 |
| | 90 |
| | 309 |
|
| Total fee revenue | 7,210 |
| | 6,792 |
| | 7,082 |
| | 1,695 |
| | 1,324 |
| | 1,196 |
| | — |
| | — |
| | — |
| | 8,905 |
| | 8,116 |
| | 8,278 |
|
| Net interest income | 2,309 |
| | 2,081 |
| | 2,086 |
| | (5 | ) | | 3 |
| | 2 |
| | — |
| | — |
| | — |
| | 2,304 |
| | 2,084 |
| | 2,088 |
|
| Gains (losses) related to investment securities, net | (39 | ) | | 7 |
| | (6 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (39 | ) | | 7 |
| | (6 | ) |
| Total revenue | 9,480 |
| | 8,880 |
| | 9,162 |
| | 1,690 |
| | 1,327 |
| | 1,198 |
| | — |
| | — |
| | — |
| | 11,170 |
| | 10,207 |
| | 10,360 |
|
| Provision for loan losses | 2 |
| | 10 |
| | 12 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2 |
| | 10 |
| | 12 |
|
| Total expenses | 6,717 |
| | 6,660 |
| | 6,990 |
| | 1,286 |
| | 1,218 |
| | 962 |
| | 266 |
| | 199 |
| | 98 |
| | 8,269 |
| | 8,077 |
| | 8,050 |
|
| Income before income tax expense | $ | 2,761 |
| | $ | 2,210 |
| | $ | 2,160 |
| | $ | 404 |
| | $ | 109 |
| | $ | 236 |
| | $ | (266 | ) | | $ | (199 | ) | | $ | (98 | ) | | $ | 2,899 |
| | $ | 2,120 |
| | $ | 2,298 |
|
| Pre-tax margin | 29 | % | | 25 | % | | 24 | % | | 24 | % | | 8 | % | | 20 | % | | | | | | | | 26 | % | | 21 | % | | 22 | % |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Average assets (in billions) | $ | 214.0 |
| | $ | 225.3 |
| | $ | 246.6 |
| | $ | 5.4 |
| | $ | 4.4 |
| | $ | 3.9 |
| | | | | | | | $ | 219.4 |
| | $ | 229.7 |
| | $ | 250.5 |
|
(1) Investment Servicing includes results from our acquisition of CRD on October 1, 2018.
(2) Investment Management includes other revenue items that are primarily driven by equity market movements.
State Street Corporation | 171
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 25. Revenue from Contracts with Customers
We account for revenue from contracts with customers in accordance with Topic 606, which we adopted on January 1, 2018. The amount of revenue that we recognize is measured based on the consideration specified in contracts with our customers, and excludes taxes collected from customers subsequently remitted to governmental authorities. We recognize revenue when a performance obligation is satisfied over time as the services are performed or at a point in time depending on the nature of the services provided as further discussed below. Revenue recognition guidance related to contracts with customers excludes our NII, revenue earned on security lending transactions entered into as principal, realized gains/losses on securities, revenue earned on foreign exchange activity, loans and related fees, and gains/losses on hedging and derivatives, to which we apply other applicable U.S. GAAP guidance.
For contracts with multiple performance obligations, or contracts that have been combined, we allocate the contracts' transaction price to each performance obligation using our best estimate of the standalone selling price. Our contractual fees are negotiated on a customer by customer basis and are representative of standalone selling price utilized for allocating revenue when there are multiple performance obligations.
Substantially all of our services are provided as a distinct series of daily performance obligations that the customer simultaneously benefits from as they are performed. Payments may be made to third party service providers and the expense is recognized gross when we control those services as we are deemed the principal.
Contract durations may vary from short to long- term or may be open ended. Termination notice periods are in line with general market practice and typically do not include termination penalties. Therefore, for substantially all of our revenues, the duration of the contract and the enforceable rights and obligations do not extend beyond the services that are performed daily or at the transaction level. In instances where we have substantive termination penalties, the duration of the contract may extend through the date of substantive termination penalties.
Investment Servicing
Revenue from contracts with customers related to servicing fees is recognized over time as our customers benefit from the custody, administration, accounting, transfer agency and other related asset services as they are performed. At contract inception, no revenue is estimated as the fees are dependent on assets under custody and/or administration and/or actual transactions which are susceptible to market factors outside of our control. Therefore, revenue is recognized using a time-based output method as the customers benefit from the services over time and as the assets under custody or transactions are known or determinable during each reporting period based on contractual fee schedules. Payments made to third party service providers, such as sub-custodians, are generally recognized gross as we control those services and is deemed to be a principal in such arrangements.
Foreign exchange trading services revenue includes revenue generated from providing access and use of electronic trading platforms and other trading, transition management and brokerage services. Electronic FX services are dependent on the volume of actual transactions initiated through our electronic exchange platforms. Revenue is recognized over time using a time-based measure as access to, and use of, the electronic exchange platforms is made available to the customer and the activity is determinable. Revenue related to other trading, transition management and brokerage services is recognized when the customer obtains the benefit of such services which may be over time or at a point in time upon trade execution.
Securities finance revenue is related to services for providing agency lending programs to State Street Global Advisors managed investment funds and third- party investment managers and asset owners. This securities finance revenue is recognized over time using a time-based measure as our customers benefit from these lending services over time.
Revenue related to the front office solutions provided by CRD is primarily driven by the sale of software to be installed on premise and Software as a Service (SaaS) arrangements, where the customer does not take possession of the software. Revenue for a sale of software to be installed on premise is recognized at a point in time when the customer benefits from obtaining access to and use of the software license. Revenue for a SaaS related arrangement is recognized over time as services are provided.
Investment Management
Revenue from contracts with customers related to investment management, investment research and investment advisory services provided through State Street Global Advisors is recognized over time as our customers benefit from the services as they are performed. Substantially all of our investment management fees are determined by the value of assets under management and the investment strategies employed. At contract inception, no revenue is estimated as the fees are dependent on assets under management which are susceptible to market factors outside of our control.
Therefore, substantially all of our Investment Management services revenue is recognized using a time-based output method as the customers benefit from the services over time and as the assets under management are known
State Street Corporation | 172
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
or determinable during each reporting period based on contractual fee schedules. Payments made to third party service providers, such as payments to others in unitary fee arrangements, are generally recognized on a gross basis when State Street Global Advisors controls those services and is deemed to be a principal in such transactions.
Revenue by category
In the following table, revenue is disaggregated by our 2 lines of business and by revenue stream for which the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The amounts in the "Other" columns were not allocated to our business lines.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2019 |
| | Investment Servicing | | Investment Management | | Other | | Total |
| (Dollars in millions) | Topic 606 revenue | | All other revenue | | Total | | Topic 606 revenue | | All other revenue | | Total | | Topic 606 revenue | | All other revenue | | Total | | 2019 |
| Servicing fees | $ | 5,074 |
| | $ | — |
| | $ | 5,074 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 5,074 |
|
| Management fees | — |
| | — |
| | — |
| | 1,771 |
| | — |
| | 1,771 |
| | — |
| | — |
| | — |
| | 1,771 |
|
| Foreign exchange trading services | 346 |
| | 628 |
| | 974 |
| | 137 |
| | — |
| | 137 |
| | — |
| | — |
| | — |
| | 1,111 |
|
| Securities finance | 259 |
| | 203 |
| | 462 |
| | — |
| | 9 |
| | 9 |
| | — |
| | — |
| | — |
| | 471 |
|
| Software and processing fees | 456 |
| | 235 |
| | 691 |
| | — |
| | 29 |
| | 29 |
| | — |
| | — |
| | — |
| | 720 |
|
| Total fee revenue | 6,135 |
| | 1,066 |
| | 7,201 |
| | 1,908 |
| | 38 |
| | 1,946 |
| | — |
| | — |
| | — |
| | 9,147 |
|
| Net interest income | — |
| | 2,590 |
| | 2,590 |
| | — |
| | (24 | ) | | (24 | ) | | — |
| | — |
| | — |
| | 2,566 |
|
| Total other income | — |
| | 43 |
| | 43 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 43 |
|
| Total revenue | $ | 6,135 |
| | $ | 3,699 |
| | $ | 9,834 |
| | $ | 1,908 |
| | $ | 14 |
| | $ | 1,922 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 11,756 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2018 |
| | Investment Servicing | | Investment Management | | Other | | Total |
| (Dollars in millions) | Topic 606 revenue | | All other revenue | | Total | | Topic 606 revenue | | All other revenue | | Total | | Topic 606 revenue | | All other revenue | | Total | | 2018 |
| Servicing fees | $ | 5,429 |
| | $ | — |
| | $ | 5,429 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | (8 | ) | | $ | — |
| | $ | (8 | ) | | $ | 5,421 |
|
| Management fees | — |
| | — |
| | — |
| | 1,851 |
| | — |
| | 1,851 |
| | — |
| | — |
| | — |
| | 1,851 |
|
| Foreign exchange trading services | 361 |
| | 710 |
| | 1,071 |
| | 130 |
| | — |
| | 130 |
| | — |
| | — |
| | — |
| | 1,201 |
|
| Securities finance | 308 |
| | 235 |
| | 543 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 543 |
|
| Software and processing fees | 209 |
| | 234 |
| | 443 |
| | — |
| | (5 | ) | | (5 | ) | | — |
| | — |
| | — |
| | 438 |
|
| Total fee revenue | 6,307 |
| | 1,179 |
| | 7,486 |
| | 1,981 |
| | (5 | ) | | 1,976 |
| | (8 | ) | | — |
| | (8 | ) | | 9,454 |
|
| Net interest income | — |
| | 2,691 |
| | 2,691 |
| | — |
| | (20 | ) | | (20 | ) | | — |
| | — |
| | — |
| | 2,671 |
|
| Total other income | — |
| | 6 |
| | 6 |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 6 |
|
| Total revenue | $ | 6,307 |
| | $ | 3,876 |
| | $ | 10,183 |
| | $ | 1,981 |
| | $ | (25 | ) | | $ | 1,956 |
| | $ | (8 | ) | | $ | — |
| | $ | (8 | ) | | $ | 12,131 |
|
Contract balances and contract costs
As of December 31, 2019 and December 31, 2018, net receivables of $2.77 billion and $2.75 billion, respectively, are included in accrued interest and fees receivable, representing amounts billed or currently billable related to revenue from contracts with customers. As performance obligations are satisfied, we have an unconditional right to payment and billing is generally performed monthly; therefore, we do not have significant contract assets or liabilities.
No adjustments are made to the promised amount of consideration for the effects of a significant financing component as the period between when we transfer a promised service to a customer and when the customer pays for that service is expected to be one year or less.
State Street Corporation | 173
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 26. Non-U.S. Activities
We define our non-U.S. activities as those revenue-producing business activities that arise from clients which are generally serviced or managed outside the U.S. Due to the integrated nature of our business, precise segregation of our U.S. and non-U.S. activities is not possible.
Subjective estimates, assumptions and other judgments are applied to quantify the financial results
and assets related to our non-U.S. activities, including our application of funds transfer pricing, our asset-and-liabilityasset and liability management policies and our allocation of certain indirect corporate expenses. Management periodically reviews and updates its processes for quantifying the financial results and assets related to our non-U.S. activities.
Non-U.S. revenue in 2017, 2016 and 2015 included $1.05 billion, $1.05 billion and $938 million, respectively, in the U.K.
The following table presents our U.S. and non-U.S. financial results for the periods indicated:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2019 | | 2018 | | 2017 |
| (In millions) | Non-U.S.(1) | | U.S. | | Total | | Non-U.S.(1) | | U.S. | | Total | | Non-U.S.(1) | | U.S. | | Total |
| Total revenue | $ | 4,974 |
| | $ | 6,782 |
| | $ | 11,756 |
| | $ | 5,190 |
| | $ | 6,941 |
| | $ | 12,131 |
| | $ | 4,734 |
| | $ | 6,532 |
| | $ | 11,266 |
|
| Income before income tax expense | 1,159 |
| | 1,553 |
| | 2,712 |
| | 1,294 |
| | 1,807 |
| | 3,101 |
| | 1,230 |
| | 1,765 |
| | 2,995 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | 2015 |
| (In millions) | Non-U.S. | | U.S. | | Total | | Non-U.S. | | U.S. | | Total | | Non-U.S. | | U.S. | | Total |
| Total revenue | $ | 4,734 |
| | $ | 6,436 |
| | $ | 11,170 |
| | $ | 4,419 |
| | $ | 5,788 |
| | $ | 10,207 |
| | $ | 4,428 |
| | $ | 5,932 |
| | $ | 10,360 |
|
| Income before income taxes | 1,230 |
| | 1,669 |
| | 2,899 |
| | 1,047 |
| | 1,073 |
| | 2,120 |
| | 1,193 |
| | 1,105 |
| | 2,298 |
|
Non-U.S. assets were $82.1$83.28 billion and $79.1$81.69 billion as of December 31, 20172019 and 2016,2018, respectively.
State Street Corporation | 181
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 26.27. Parent Company Financial Statements
The following tables present the financial statements of the Parent Company without consolidation of its banking and non-banking subsidiaries, as of and for the years indicated:
STATEMENT OF INCOMEStatement of Income - PARENT COMPANYParent Company
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Cash dividends from consolidated banking subsidiary | $ | 3,300 |
| | $ | 785 |
| | $ | 2,224 |
|
| Cash dividends from consolidated non-banking subsidiaries and unconsolidated entities | 285 |
| | 41 |
| | 12 |
|
| Other, net | 149 |
| | 58 |
| | 127 |
|
| Total revenue | 3,734 |
| | 884 |
| | 2,363 |
|
| Interest expense | 415 |
| | 381 |
| | 297 |
|
| Other expenses | 108 |
| | 162 |
| | 94 |
|
| Total expenses | 523 |
| | 543 |
| | 391 |
|
| Income tax (benefit) | (91 | ) | | (127 | ) | | (86 | ) |
| Income before equity in undistributed income of consolidated subsidiaries and unconsolidated entities | 3,302 |
| | 468 |
| | 2,058 |
|
| Equity in undistributed income of consolidated subsidiaries and unconsolidated entities: | | | | | |
| Consolidated banking subsidiary | (1,070 | ) | | 1,944 |
| | (1 | ) |
| Consolidated non-banking subsidiaries and unconsolidated entities | 10 |
| | 181 |
| | 99 |
|
| Net income | $ | 2,242 |
| | $ | 2,593 |
| | $ | 2,156 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Cash dividends from consolidated banking subsidiary | $ | 2,224 |
| | $ | 640 |
| | $ | 585 |
|
| Cash dividends from consolidated non-banking subsidiaries and unconsolidated entities | 12 |
| | 75 |
| | 171 |
|
| Other, net | 127 |
| | 92 |
| | 73 |
|
| Total revenue | 2,363 |
| | 807 |
| | 829 |
|
| Interest expense | 297 |
| | 249 |
| | 209 |
|
| Other expenses | 94 |
| | 107 |
| | 310 |
|
| Total expenses | 391 |
| | 356 |
| | 519 |
|
| Income tax benefit | (86 | ) | | (47 | ) | | (186 | ) |
| Income before equity in undistributed income of consolidated subsidiaries and unconsolidated entities | 2,058 |
| | 498 |
| | 496 |
|
| Equity in undistributed income of consolidated subsidiaries and unconsolidated entities: | | | | | |
| Consolidated banking subsidiary | 20 |
| | 1,629 |
| | 1,384 |
|
| Consolidated non-banking subsidiaries and unconsolidated entities | 99 |
| | 16 |
| | 100 |
|
| Net income | $ | 2,177 |
| | $ | 2,143 |
| | $ | 1,980 |
|
State Street Corporation | 182174
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF CONDITIONStatement of Condition - PARENT COMPANYParent Company
|
| | | | | | | |
| | As of December 31, |
| (In millions) | 2019 | | 2018 |
| Assets: | | | |
| Interest-bearing deposits with consolidated banking subsidiary | $ | 428 |
| | $ | 486 |
|
| Trading account assets | 393 |
| | 357 |
|
| Investment securities available-for-sale | 250 |
| | 224 |
|
| Investments in subsidiaries: | | | |
| Consolidated banking subsidiary | 25,451 |
| | 25,966 |
|
| Consolidated non-banking subsidiaries | 7,240 |
| | 6,726 |
|
| Unconsolidated entities | 117 |
| | 106 |
|
| Notes and other receivables from: | | | |
| Consolidated banking subsidiary | — |
| | 64 |
|
| Consolidated non-banking subsidiaries and unconsolidated entities | 3,361 |
| | 2,337 |
|
| Other assets | 270 |
| | 96 |
|
| Total assets | $ | 37,510 |
| | $ | 36,362 |
|
| Liabilities: | | | |
| Accrued expenses and other liabilities | $ | 696 |
| | $ | 685 |
|
| Long-term debt | 12,383 |
| | 10,940 |
|
| Total liabilities | 13,079 |
| | 11,625 |
|
| Shareholders’ equity | 24,431 |
| | 24,737 |
|
| Total liabilities and shareholders’ equity | $ | 37,510 |
| | $ | 36,362 |
|
|
| | | | | | | |
| | December 31, |
| (In millions) | 2017 | | 2016 |
| Assets: | | | |
| Interest-bearing deposits with consolidated banking subsidiary | $ | 532 |
| | $ | 3,635 |
|
| Trading account assets | 361 |
| | 325 |
|
| Investment securities available-for-sale | 43 |
| | 39 |
|
| Investments in subsidiaries: | | | |
| Consolidated banking subsidiary | 23,080 |
| | 22,147 |
|
| Consolidated non-banking subsidiaries | 6,762 |
| | 2,687 |
|
| Unconsolidated entities | 63 |
| | 297 |
|
| Notes and other receivables from: | | | |
| Consolidated banking subsidiary | 2,973 |
| | 2,743 |
|
| Consolidated non-banking subsidiaries and unconsolidated entities | 143 |
| | 126 |
|
| Other assets | 263 |
| | 461 |
|
| Total assets | $ | 34,220 |
| | $ | 32,460 |
|
| | | | |
| Liabilities: | | | |
| Accrued expenses and other liabilities | $ | 917 |
| | $ | 514 |
|
| Long-term debt | 10,986 |
| | 10,727 |
|
| Total liabilities | 11,903 |
| | 11,241 |
|
| Shareholders’ equity | 22,317 |
| | 21,219 |
|
| Total liabilities and shareholders’ equity | $ | 34,220 |
| | $ | 32,460 |
|
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2019 | | 2018 | | 2017 |
| Net cash provided by operating activities | $ | 2,684 |
| | $ | 2,250 |
| | $ | 2,047 |
|
| Investing Activities: | | | | | |
| Net decrease (increase) in interest-bearing deposits with consolidated banking subsidiary | 58 |
| | 46 |
| | 3,103 |
|
| Proceeds from sales and maturities of available-for-sale securities | 900 |
| | — |
| | — |
|
| Purchases of available-for-sale securities | (921 | ) | | (224 | ) | | — |
|
| Investments in consolidated banking and non-banking subsidiaries | (6,165 | ) | | (4,883 | ) | | (7,672 | ) |
| Sale or repayment of investment in consolidated banking and non-banking subsidiaries | 5,345 |
| | 2,472 |
| | 4,216 |
|
| Net increase in investments in unconsolidated affiliates | — |
| | — |
| | 172 |
|
| Net cash (used in) provided by investing activities | (783 | ) | | (2,589 | ) | | (181 | ) |
| Financing Activities: | | | | | |
| Proceeds from issuance of long-term debt, net of issuance costs | 1,495 |
| | 996 |
| | 748 |
|
| Payments for long-term debt | (50 | ) | | (1,000 | ) | | (450 | ) |
| Proceeds from issuance of preferred stock, net of issuance costs | — |
| | 495 |
| | — |
|
| Proceeds from issuance of common stock, net of issuance costs | — |
| | 1,150 |
| | — |
|
| Payments for redemption of preferred stock | (750 | ) | | — |
| | — |
|
| Repurchases of common stock | (1,585 | ) | | (350 | ) | | (1,292 | ) |
| Repurchases of common stock for employee tax withholding | (81 | ) | | (124 | ) | | (104 | ) |
| Payments for cash dividends | (930 | ) | | (828 | ) | | (768 | ) |
| Net cash provided (used in) financing activities | (1,901 | ) | | 339 |
| | (1,866 | ) |
| Net change | — |
| | — |
| | — |
|
| Cash and due from banks at beginning of year | — |
| | — |
| | — |
|
| Cash and due from banks at end of year | $ | — |
| | $ | — |
| | $ | — |
|
Note 28. Subsequent Events
On January 24, 2020, we issued $750 million aggregate principal amount of 2.400% Senior Notes due 2030 in a public offering.
On February 12, 2020, we announced that we will redeem all 5,000 of our outstanding shares of our non-cumulative perpetual preferred stock, Series C, for cash at a redemption price of $100,000 per share (equivalent to $25.00 per depositary share) plus all declared and unpaid dividends. The redemption price will be payable on March 16, 2020, and this redemption will be reflected in our first quarter 2020 results of operations.
State Street Corporation | 183175
STATE STREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
STATEMENT OF CASH FLOWS - PARENT COMPANY
|
| | | | | | | | | | | |
| | Years Ended December 31, |
| (In millions) | 2017 | | 2016 | | 2015 |
| Net cash provided by operating activities | $ | 2,047 |
| | $ | 417 |
| | $ | 926 |
|
| Investing Activities: | | | | | |
| Net decrease (increase) in interest-bearing deposits with consolidated banking subsidiary | 3,103 |
| | 2,100 |
| | 295 |
|
| Investments in consolidated banking and non-banking subsidiaries | (7,672 | ) | | (7,600 | ) | | (7,959 | ) |
| Sale or repayment of investment in consolidated banking and non-banking subsidiaries | 4,216 |
| | 6,703 |
| | 7,891 |
|
| Business acquisitions | — |
| | (395 | ) | | — |
|
| Net increase in investments in unconsolidated affiliates | 172 |
| | — |
| | — |
|
| Net cash provided by (used in) investing activities | (181 | ) | | 808 |
| | 227 |
|
| Financing Activities: | | | | | |
| Net increase (decrease) in commercial paper | — |
| | — |
| | (2,485 | ) |
| Proceeds from issuance of long-term debt, net of issuance costs | 748 |
| | 1,492 |
| | 2,983 |
|
| Payments for long-term debt | (450 | ) | | (1,000 | ) | | — |
|
| Proceeds from issuance of preferred stock, net of issuance costs | — |
| | 493 |
| | 742 |
|
| Proceeds from exercises of common stock options | — |
| | — |
| | 4 |
|
| Purchases of common stock | (1,292 | ) | | (1,365 | ) | | (1,520 | ) |
| Repurchases of common stock for employee tax withholding | (104 | ) | | (122 | ) | | (222 | ) |
| Payments for cash dividends | (768 | ) | | (723 | ) | | (655 | ) |
| Net cash used in financing activities | (1,866 | ) | | (1,225 | ) | | (1,153 | ) |
| Net change | — |
| | — |
| | — |
|
| Cash and due from banks at beginning of year | — |
| | — |
| | — |
|
| Cash and due from banks at end of year | $ | — |
| | $ | — |
| | $ | — |
|
State Street Corporation | 184
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
Distribution of Average Assets, Liabilities and Shareholders’ Equity; Interest Rates and Interest Differential (Unaudited)
The following table presents consolidated average statements of condition and NII for the years indicated: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2017 | | 2016 | | 2015 |
(Dollars in millions; fully taxable-equivalent basis) | Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate |
| Assets: | | | | | | | | | | | | | | | | | |
| Interest-bearing deposits with U.S. banks | $ | 16,790 |
| | $ | 184 |
| | 1.10 | % | | $ | 19,639 |
| | $ | 102 |
| | .52 | % | | $ | 52,135 |
| | $ | 136 |
| | .26 | % |
| Interest-bearing deposits with non-U.S. banks | 30,724 |
| | (4 | ) | | (.01 | ) | | 33,452 |
| | 24 |
| | .07 |
| | 17,618 |
| | 72 |
| | .41 |
|
| Securities purchased under resale agreements | 2,131 |
| | 264 |
| | 12.38 |
| | 2,558 |
| | 146 |
| | 5.7 |
| | 3,233 |
| | 62 |
| | 1.92 |
|
| Trading account assets | 1,011 |
| | (1 | ) | | (.12 | ) | | 921 |
| | — |
| | — |
| | 1,194 |
| | 1 |
| | .08 |
|
| Investment securities: | | | | | | | | | | | | | | | | | |
U.S. Treasury and federal agencies(1) | 43,273 |
| | 854 |
| | 1.97 |
| | 46,551 |
| | 821 |
| | 1.76 |
| | 40,056 |
| | 735 |
| | 1.84 |
|
State and political subdivisions(1) | 9,928 |
| | 378 |
| | 3.80 |
| | 10,326 |
| | 385 |
| | 3.73 |
| | 10,481 |
| | 399 |
| | 3.81 |
|
| Other investments | 42,578 |
| | 659 |
| | 1.55 |
| | 43,861 |
| | 756 |
| | 1.72 |
| | 55,074 |
| | 935 |
| | 1.70 |
|
| Loans | 21,149 |
| | 498 |
| | 2.36 |
| | 18,136 |
| | 354 |
| | 1.95 |
| | 17,007 |
| | 276 |
| | 1.62 |
|
Lease financing(1) | 767 |
| | 21 |
| | 2.67 |
| | 877 |
| | 30 |
| | 3.44 |
| | 941 |
| | 35 |
| | 3.74 |
|
| Other interest-earning assets | 22,884 |
| | 222 |
| | .97 |
| | 22,863 |
| | 61 |
| | .27 |
| | 22,717 |
| | 10 |
| | .04 |
|
Total interest-earning assets(1) | 191,235 |
| | 3,075 |
| | 1.61 |
| | 199,184 |
|
| 2,679 |
| | 1.34 |
| | 220,456 |
|
| 2,661 |
| | 1.21 |
|
| Cash and due from banks | 3,097 |
| | | | | | 3,157 |
| | | | | | 2,460 |
| | | | |
| Other assets | 25,118 |
| | | | | | 27,386 |
| | | | | | 27,516 |
| | | | |
| Total assets | $ | 219,450 |
| | | | | | $ | 229,727 |
| | | | | | $ | 250,432 |
| | | | |
| | | | | | | | | | | | | | | | | | |
| Liabilities and shareholders’ equity: | | | | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| Time | $ | 12,020 |
| | $ | 65 |
| | .54 | % | | $ | 19,223 |
| | $ | 125 |
| | .65 | % | | $ | 20,758 |
| | $ | 44 |
| | .21 | % |
| Savings | 18,603 |
| | 31 |
| | .17 |
| | 10,884 |
| | 7 |
| | .06 |
| | 10,061 |
| | 7 |
| | .07 |
|
| Non-U.S. | 91,937 |
| | 67 |
| | .07 |
| | 95,551 |
| | (47 | ) | | (.05 | ) | | 102,491 |
| | 46 |
| | .05 |
|
| Total interest-bearing deposits | 122,560 |
| | 163 |
| | .13 |
| | 125,658 |
| | 85 |
| | .07 |
| | 133,310 |
| | 97 |
| | .08 |
|
| Securities sold under repurchase agreements | 3,683 |
| | 2 |
| | .05 |
| | 4,113 |
| | 1 |
| | .02 |
| | 8,875 |
| | 1 |
| | .01 |
|
| Federal funds purchased | — |
| | — |
| | — |
| | 31 |
| | — |
| | — |
| | 21 |
| | — |
| | — |
|
| Other short-term borrowings | 1,313 |
| | 10 |
| | .80 |
| | 1,666 |
| | 7 |
| | .4 |
| | 3,826 |
| | 6 |
| | .15 |
|
| Long-term debt | 11,595 |
| | 308 |
| | 2.66 |
| | 11,401 |
| | 260 |
| | 2.29 |
| | 10,301 |
| | 250 |
| | 2.43 |
|
| Other interest-bearing liabilities | 4,607 |
| | 121 |
| | 2.63 |
| | 5,394 |
| | 75 |
| | 1.39 |
| | 6,471 |
| | 46 |
| | .71 |
|
| Total interest-bearing liabilities | 143,758 |
| | 604 |
| | .42 |
| | 148,263 |
| | 428 |
| | .29 |
| | 162,804 |
| | 400 |
| | .29 |
|
| Non-interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| Special time | 27,402 |
| | | | | | 32,589 |
| | | | | | 34,774 |
| | | | |
| Demand | 13,556 |
| | | | | | 12,107 |
| | | | | | 16,746 |
| | | | |
Non-U.S.(2) | 290 |
| | | | | | 131 |
| | | | | | 155 |
| | | | |
| Other liabilities | 12,379 |
| | | | | | 14,742 |
| | | | | | 14,626 |
| | | | |
| Shareholders’ equity | 22,065 |
| | | | | | 21,895 |
| | | | | | 21,327 |
| | | | |
| Total liabilities and shareholders’ equity | $ | 219,450 |
| | | | | | $ | 229,727 |
| | | | | | $ | 250,432 |
| | | | |
| Net interest income, fully taxable-equivalent basis | | | $ | 2,471 |
| | | | | | $ | 2,251 |
| | | | | | $ | 2,261 |
| | |
| Excess of rate earned over rate paid | | | | | 1.19 | % | | | | | | 1.05 | % | | | | | | .96 | % |
Net interest margin(3) | | | | | 1.29 |
| | | | | | 1.13 |
| | | | | | 1.03 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Years Ended December 31, |
| | 2019 | | 2018 | | 2017 |
(Dollars in millions; fully
taxable-equivalent basis) | Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate | | Average Balance | | Interest | | Average Rate |
| Assets: | | | | | | | | | | | | | | | | | |
| Interest-bearing deposits with U.S. banks | $ | 16,815 |
| | $ | 360 |
| | 2.14 | % | | $ | 18,081 |
| | $ | 345 |
| | 1.91 | % | | $ | 16,790 |
| | $ | 184 |
| | 1.10 | % |
| Interest-bearing deposits with non-U.S. banks | 31,685 |
| | 56 |
| | .18 |
| | 36,247 |
| | 42 |
| | .12 |
| | 30,724 |
| | (4 | ) | | (.01 | ) |
| Securities purchased under resale agreements | 2,506 |
| | 364 |
| | 14.54 |
| | 2,901 |
| | 335 |
| | 11.55 |
| | 2,131 |
| | 264 |
| | 12.38 |
|
| Trading account assets | 884 |
| | 1 |
| | .11 |
| | 1,051 |
| | — |
| | — |
| | 1,011 |
| | (1 | ) | | (.12 | ) |
| Investment securities: | | | | | | | | | | | | | | | | | |
U.S. Treasury and federal agencies(1) | 56,639 |
| | 1,443 |
| | 2.55 |
| | 48,449 |
| | 1,178 |
| | 2.43 |
| | 43,273 |
| | 854 |
| | 1.97 |
|
State and political subdivisions(1) | 1,869 |
| | 62 |
| | 3.31 |
| | 5,481 |
| | 189 |
| | 3.45 |
| | 9,928 |
| | 378 |
| | 3.80 |
|
| Other investments | 33,260 |
| | 504 |
| | 1.51 |
| | 34,140 |
| | 560 |
| | 1.64 |
| | 42,578 |
| | 659 |
| | 1.55 |
|
| Loans | 24,073 |
| | 775 |
| | 3.22 |
| | 23,147 |
| | 687 |
| | 2.97 |
| | 21,149 |
| | 498 |
| | 2.36 |
|
Lease financing(1) | — |
| | — |
| | — |
| | 426 |
| | 11 |
| | 2.53 |
| | 767 |
| | 21 |
| | 2.67 |
|
| Other interest-earning assets | 14,160 |
| | 395 |
| | 2.79 |
| | 15,714 |
| | 372 |
| | 2.37 |
| | 22,884 |
| | 222 |
| | .97 |
|
Total interest-earning assets(1) | 181,891 |
| | 3,960 |
| | 2.18 |
| | 185,637 |
|
| 3,719 |
| | 2.00 |
| | 191,235 |
| | 3,075 |
| | 1.61 |
|
| Cash and due from banks | 3,390 |
| | | | | | 3,178 |
| | | | | | 3,097 |
| | | | |
| Other assets | 38,053 |
| | | | | | 34,570 |
| | | | | | 25,118 |
| | | | |
| Total assets | $ | 223,334 |
| | | | | | $ | 223,385 |
| | | | | | $ | 219,450 |
| | | | |
| | | | | | | | | | | | | | | | | | |
| Liabilities and shareholders’ equity: | | | | | | | | | | | | | | |
| Interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| Time | $ | 20,443 |
| | $ | 222 |
| | 1.08 | % | | $ | 17,081 |
| | $ | 121 |
| | .71 | % | | $ | 12,020 |
| | $ | 72 |
| | .61 | % |
| Savings | 47,104 |
| | 317 |
| | .67 |
| | 37,872 |
| | 135 |
| | .36 |
| | 18,603 |
| | 24 |
| | .13 |
|
| Non-U.S. | 61,301 |
| | 124 |
| | .20 |
| | 70,623 |
| | 107 |
| | .15 |
| | 91,937 |
| | 67 |
| | .07 |
|
| Total interest-bearing deposits | 128,848 |
| | 663 |
| | .51 |
| | 125,576 |
| | 363 |
| | .29 |
| | 122,560 |
| | 163 |
| | .13 |
|
| Securities sold under repurchase agreements | 1,616 |
| | 31 |
| | 1.90 |
| | 2,048 |
| | 13 |
| | .62 |
| | 3,683 |
| | 2 |
| | .05 |
|
| Other short-term borrowings | 1,524 |
| | 21 |
| | 1.37 |
| | 1,327 |
| | 17 |
| | 1.28 |
| | 1,313 |
| | 10 |
| | .80 |
|
| Long-term debt | 11,474 |
| | 414 |
| | 3.61 |
| | 10,686 |
| | 389 |
| | 3.64 |
| | 11,595 |
| | 308 |
| | 2.66 |
|
| Other interest-bearing liabilities | 4,103 |
| | 246 |
| | 6.00 |
| | 4,956 |
| | 209 |
| | 4.20 |
| | 4,607 |
| | 121 |
| | 2.63 |
|
| Total interest-bearing liabilities | 147,565 |
| | 1,375 |
| | .93 |
| | 144,593 |
| | 991 |
| | .68 |
| | 143,758 |
| | 604 |
| | .42 |
|
| Non-interest-bearing deposits: | | | | | | | | | | | | | | | | | |
| Special time | 15,338 |
| | | | | | 19,187 |
| | | | | | 27,402 |
| | | | |
| Demand | 13,552 |
| | | | | | 16,260 |
| | | | | | 13,556 |
| | | | |
Non-U.S.(2) | 524 |
| | | | | | 385 |
| | | | | | 290 |
| | | | |
| Other liabilities | 21,299 |
| | | | | | 19,804 |
| | | | | | 12,379 |
| | | | |
| Shareholders’ equity | 25,056 |
| | | | | | 23,156 |
| | | | | | 22,065 |
| | | | |
| Total liabilities and shareholders’ equity | $ | 223,334 |
| | | | | | $ | 223,385 |
| | | | | | $ | 219,450 |
| | | | |
| Net interest income, fully taxable-equivalent basis | | | $ | 2,585 |
| | | | | | $ | 2,728 |
| | | | | | $ | 2,471 |
| | |
| Excess of rate earned over rate paid | | | | | 1.25 | % | | | | | | 1.32 | % | | | | | | 1.19 | % |
Net interest margin(3) | | | | | 1.42 |
| | | | | | 1.47 |
| | | | | | 1.29 |
|
| |
(1) | Fully taxable-equivalent revenue is a method of presentation in which the tax savings achieved by investing in tax-exempt investment securities and certain leases are included in interest income with a corresponding charge to income tax expense. This method facilitates the comparison of the performance of these assets. The adjustments are computed using a federal income tax rate of 35%, for the period ending in 2017, and a tax rate of 21% for periods ending in 2018 and 2019, adjusted for applicable state income taxes, net of the related federal tax benefit. The fully taxable-equivalent adjustments included in interest income presented above were $167$19 million, $167$57 million and $173$167 million for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, respectively, and were substantially related to tax-exempt securities (state and political subdivisions). |
| |
(2) | Non-U.S. non-interest-bearing deposits were $762$820 million, $337$1,165 million and $95$762 million as of December 31, 2017, 20162019, 2018 and 2015,2017, respectively. |
| |
(3) | NIM is calculated by dividing fully taxable-equivalent NII by average total interest-earning assets. |
State Street Corporation | 185176
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES (CONTINUED)
The following table summarizes changes in fully taxable-equivalent interest income and interest expense due to changes in volume of interest-earning assets and interest-bearing liabilities, and due to changes in interest rates. Changes attributed to both volumes and rates have been allocated based on the proportion of change in each category.
| | | Years Ended December 31, | 2017 Compared to 2016 | | 2016 Compared to 2015 | 2019 Compared to 2018 | | 2018 Compared to 2017 |
(In millions; fully taxable-equivalent basis) | Change in
Volume | | Change in
Rate | | Net (Decrease)
Increase | | Change in Volume | | Change in Rate | | Net (Decrease) Increase | |
(Dollars in millions; fully
taxable-equivalent basis) | | Change in
Volume | | Change in
Rate | | Net (Decrease)
Increase | | Change in Volume | | Change in Rate | | Net (Decrease) Increase |
| Interest income related to: | | | | | | | | | | | | | | | | | | | | | | |
| Interest-bearing deposits with U.S. banks | $ | (15 | ) | | $ | 97 |
| | $ | 82 |
| | $ | (84 | ) | | $ | 50 |
| | $ | (34 | ) | $ | (24 | ) | | $ | 39 |
| | $ | 15 |
| | $ | 14 |
| | $ | 147 |
| | $ | 161 |
|
| Interest-bearing deposits with non-U.S. banks | (2 | ) | | (26 | ) | | (28 | ) | | 65 |
| | (113 | ) | | (48 | ) | (5 | ) | | 19 |
| | 14 |
| | (1 | ) | | 47 |
| | 46 |
|
| Securities purchased under resale agreements | (24 | ) | | 142 |
| | 118 |
| | (13 | ) | | 97 |
| | 84 |
| (46 | ) | | 75 |
| | 29 |
| | 95 |
| | (24 | ) | | 71 |
|
| Trading account assets | — |
| | (1 | ) | | (1 | ) | | — |
| | (1 | ) | | (1 | ) | — |
| | 1 |
| | 1 |
| | — |
| | 1 |
| | 1 |
|
| Investment securities: | | | | | | | | | | | | | | | | | | | | | | |
| U.S. Treasury and federal agencies | (58 | ) | | 91 |
| | 33 |
| | 120 |
| | (34 | ) | | 86 |
| 199 |
| | 66 |
| | 265 |
| | 102 |
| | 222 |
| | 324 |
|
| State and political subdivisions | (15 | ) | | 8 |
| | (7 | ) | | (6 | ) | | (8 | ) | | (14 | ) | (125 | ) | | (2 | ) | | (127 | ) | | (169 | ) | | (20 | ) | | (189 | ) |
| Other investments | (22 | ) | | (75 | ) | | (97 | ) | | (191 | ) | | 12 |
| | (179 | ) | (14 | ) | | (42 | ) | | (56 | ) | | (131 | ) | | 32 |
| | (99 | ) |
| Loans | 59 |
| | 85 |
| | 144 |
| | 18 |
| | 60 |
| | 78 |
| 27 |
| | 61 |
| | 88 |
| | 47 |
| | 142 |
| | 189 |
|
| Lease financing | (4 | ) | | (5 | ) | | (9 | ) | | (2 | ) | | (3 | ) | | (5 | ) | (11 | ) | | — |
| | (11 | ) | | (9 | ) | | (1 | ) | | (10 | ) |
| Other interest-earning assets | — |
| | 161 |
| | 161 |
| | — |
| | 51 |
| | 51 |
| (37 | ) | | 60 |
| | 23 |
| | (70 | ) | | 220 |
| | 150 |
|
| Total interest-earning assets | (81 | ) | | 477 |
| | 396 |
| | (93 | ) | | 111 |
| | 18 |
| (36 | ) | | 277 |
| | 241 |
| | (122 | ) | | 766 |
| | 644 |
|
| Interest expense related to: | | | | | | | | | | | | | | | | | | | | | | |
| Deposits: | | | | | | | | | | | | | | | | | | | | | | |
| Time | (47 | ) | | (13 | ) | | (60 | ) | | (3 | ) | | 84 |
| | 81 |
| 24 |
| | 77 |
| | 101 |
| | 30 |
| | 19 |
| | 49 |
|
| Savings | 5 |
| | 19 |
| | 24 |
| | 1 |
| | (1 | ) | | — |
| 33 |
| | 149 |
| | 182 |
| | 24 |
| | 87 |
| | 111 |
|
| Non-U.S. | 2 |
| | 112 |
| | 114 |
| | (3 | ) | | (90 | ) | | (93 | ) | (14 | ) | | 31 |
| | 17 |
| | (15 | ) | | 55 |
| | 40 |
|
| Securities sold under repurchase agreements | — |
| | 1 |
| | 1 |
| | — |
| | — |
| | — |
| (3 | ) | | 21 |
| | 18 |
| | (1 | ) | | 12 |
| | 11 |
|
| Federal funds purchased | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| |
| Other short-term borrowings | (1 | ) | | 4 |
| | 3 |
| | (3 | ) | | 4 |
| | 1 |
| 3 |
| | 1 |
| | 4 |
| | — |
| | 7 |
| | 7 |
|
| Long-term debt | 4 |
| | 44 |
| | 48 |
| | 27 |
| | (17 | ) | | 10 |
| 29 |
| | (4 | ) | | 25 |
| | (24 | ) | | 105 |
| | 81 |
|
| Other interest-bearing liabilities | (11 | ) | | 57 |
| | 46 |
| | (8 | ) | | 37 |
| | 29 |
| (36 | ) | | 73 |
| | 37 |
| | 9 |
| | 79 |
| | 88 |
|
| Total interest-bearing liabilities | (48 | ) | | 224 |
| | 176 |
| | 11 |
| | 17 |
| | 28 |
| 36 |
| | 348 |
| | 384 |
| | 23 |
| | 364 |
| | 387 |
|
| Net interest income | $ | (33 | ) | | $ | 253 |
| | $ | 220 |
| | $ | (104 | ) | | $ | 94 |
| | $ | (10 | ) | $ | (72 | ) | | $ | (71 | ) | | $ | (143 | ) | | $ | (145 | ) | | $ | 402 |
| | $ | 257 |
|
State Street Corporation | 186
Quarterly Summarized Financial Information (Unaudited)
| | | | 2017 Quarters | | 2016 Quarters | | | | | | | | | | | | | | | | | | | | | |
(Dollars in millions, except per share amounts; shares in thousands) | Fourth | | Third | | Second | | First | | Fourth | | Third | | Second | | First | 4Q19 | | 3Q19 | | 2Q19 | | 1Q19 | | 4Q18(1) | | 3Q18(1) | | 2Q18(1) | | 1Q18(1) |
| Total fee revenue | $ | 2,230 |
| | $ | 2,242 |
| | $ | 2,235 |
| | $ | 2,198 |
| | $ | 2,014 |
| | $ | 2,079 |
| | $ | 2,053 |
| | $ | 1,970 |
| $ | 2,368 |
| | $ | 2,259 |
| | $ | 2,260 |
| | $ | 2,260 |
| | $ | 2,326 |
| | $ | 2,318 |
| | $ | 2,395 |
| | $ | 2,415 |
|
| Interest income | 797 |
| | 761 |
| | 700 |
| | 650 |
| | 616 |
| | 647 |
| | 620 |
| | 629 |
| 906 |
| | 1,001 |
| | 1,007 |
| | 1,027 |
| | 982 |
| | 916 |
| | 907 |
| | 857 |
|
| Interest expense | 181 |
| | 158 |
| | 125 |
| | 140 |
| | 102 |
| | 110 |
| | 99 |
| | 117 |
| 270 |
| | 357 |
| | 394 |
| | 354 |
| | 285 |
| | 244 |
| | 248 |
| | 214 |
|
| Net interest income | 616 |
| | 603 |
| | 575 |
| | 510 |
| | 514 |
| | 537 |
| | 521 |
| | 512 |
| 636 |
| | 644 |
| | 613 |
| | 673 |
| | 697 |
| | 672 |
| | 659 |
| | 643 |
|
| Gains (losses) related to investment securities, net | — |
| | 1 |
| | — |
| | (40 | ) | | 2 |
| | 4 |
| | (1 | ) | | 2 |
| |
| Total other income | | 44 |
| — |
| — |
| | — |
| — |
| (1 | ) | | — |
| | (1 | ) | | 9 |
| | (2 | ) |
| Total revenue | 2,846 |
| | 2,846 |
| | 2,810 |
| | 2,668 |
| | 2,530 |
| | 2,620 |
| | 2,573 |
| | 2,484 |
| 3,048 |
| | 2,903 |
| | 2,873 |
| | 2,932 |
| | 3,023 |
| | 2,989 |
| | 3,063 |
| | 3,056 |
|
| Provision for loan losses | (2 | ) | | 3 |
| | 3 |
| | (2 | ) | | 2 |
| | — |
| | 4 |
| | 4 |
| 3 |
| | 2 |
| | 1 |
| | 4 |
| | 8 |
| | 5 |
| | 2 |
| | — |
|
| Total expenses | 2,131 |
| | 2,021 |
| | 2,031 |
| | 2,086 |
| | 2,183 |
| | 1,984 |
| | 1,860 |
| | 2,050 |
| 2,407 |
| | 2,180 |
| | 2,154 |
| | 2,293 |
| | 2,486 |
| | 2,091 |
| | 2,170 |
| | 2,268 |
|
| Income before income tax expense | 717 |
| | 822 |
| | 776 |
| | 584 |
| | 345 |
| | 636 |
| | 709 |
| | 430 |
| 638 |
| | 721 |
| | 718 |
| | 635 |
| | 529 |
| | 893 |
| | 891 |
| | 788 |
|
| Income tax expense (benefit) | 347 |
| | 137 |
| | 156 |
| | 82 |
| | (248 | ) | | 72 |
| | 92 |
| | 62 |
| 74 |
| | 138 |
| | 131 |
| | 127 |
| | 92 |
| | 129 |
| | 158 |
| | 129 |
|
| Net income (loss) from minority interest | — |
| | — |
| | — |
| | — |
| | — |
| | (1 | ) | | 2 |
| | — |
| |
| Net income | $ | 370 |
| | $ | 685 |
| | $ | 620 |
| | $ | 502 |
| | $ | 593 |
| | $ | 563 |
| | $ | 619 |
| | $ | 368 |
| $ | 564 |
| | $ | 583 |
| | $ | 587 |
| | $ | 508 |
| | $ | 437 |
| | $ | 764 |
| | $ | 733 |
| | $ | 659 |
|
| Net income available to common shareholders | $ | 334 |
| | $ | 629 |
| | $ | 584 |
| | $ | 446 |
| | $ | 557 |
| | $ | 507 |
| | $ | 585 |
| | $ | 319 |
| $ | 492 |
| | $ | 528 |
| | $ | 537 |
| | $ | 452 |
| | $ | 396 |
| | $ | 708 |
| | $ | 697 |
| | $ | 603 |
|
Earnings per common share(1): | | | | | | | | | | | | | | | | |
Earnings per common share(2): | | | | | | | | | | | | | | | | |
| Basic | $ | .91 |
| | $ | 1.69 |
| | $ | 1.56 |
| | $ | 1.17 |
| | $ | 1.45 |
| | $ | 1.31 |
| | $ | 1.48 |
| | $ | .80 |
| $ | 1.36 |
| | $ | 1.44 |
| | $ | 1.44 |
| | $ | 1.20 |
| | $ | 1.04 |
| | $ | 1.89 |
| | $ | 1.91 |
| | $ | 1.64 |
|
| Diluted | .89 |
| | 1.66 |
| | 1.53 |
| | 1.15 |
| | 1.43 |
| | 1.29 |
| | 1.47 |
| | .79 |
| 1.35 |
| | 1.42 |
| | 1.42 |
| | 1.18 |
| | 1.03 |
| | 1.87 |
| | 1.88 |
| | 1.62 |
|
| Average common shares outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | 369,934 |
| | 372,765 |
| | 375,395 |
| | 381,224 |
| | 384,115 |
| | 388,358 |
| | 394,160 |
| | 399,421 |
| 361,439 |
| | 366,732 |
| | 373,773 |
| | 377,915 |
| | 379,741 |
| | 374,963 |
| | 365,619 |
| | 367,439 |
|
| Diluted | 375,477 |
| | 378,518 |
| | 380,915 |
| | 386,417 |
| | 389,046 |
| | 393,212 |
| | 398,847 |
| | 403,615 |
| 365,851 |
| | 370,595 |
| | 377,577 |
| | 381,703 |
| | 383,651 |
| | 379,383 |
| | 370,410 |
| | 372,619 |
|
| Dividends per common share | $ | .42 |
| | $ | .42 |
| | $ | .38 |
| | $ | .38 |
| | $ | .38 |
| | $ | .38 |
| | $ | .34 |
| | $ | .34 |
| $ | .52 |
| | $ | .52 |
| | $ | .47 |
| | $ | .47 |
| | $ | .47 |
| | $ | .47 |
| | $ | .42 |
| | $ | .42 |
|
| Common stock price: | | | | | | | | | | | | | | | | |
| High | $ | 100.90 |
| | $ | 96.39 |
| | $ | 91.43 |
| | $ | 83.49 |
| | $ | 81.91 |
| | $ | 71.62 |
| | $ | 64.69 |
| | $ | 65.65 |
| |
| Low | 89.68 |
| | 89.25 |
| | 76.95 |
| | 74.45 |
| | 68.16 |
| | 51.22 |
| | 50.60 |
| | 50.73 |
| |
| Closing | 97.61 |
| | 95.54 |
| | 89.73 |
| | 79.61 |
| | 77.72 |
| | 69.63 |
| | 53.92 |
| | 58.52 |
| |
| |
(1) | The amounts for 2018 were updated from previously reported amounts due to the change in accounting method that we made during the first quarter of 2019. We voluntarily changed our accounting method under the FASB ASC 323, Investments - Equity Method and Joint Ventures, for investments in low income housing tax credit (LIHTC) from the equity method of accounting to the proportional amortization method of accounting. Additional information about the effect of the changes on the financial statement line items for prior periods is provided by Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on May 2, 2019. |
| |
(2) | Basic and diluted earnings per common share for full-year 20172019 and basic earnings per common share for full-year 20162018 do not equal the sum of the four quarters for the year. |
State Street Corporation | 187177
|
| | | |
| ACRONYMS |
| | | | |
| ABS | Asset-backed securities | GEAMLCR(1) | General Electric Asset ManagementLiquidity coverage ratio |
| AFS | Available-for-sale | G-SIBLIHTC | Global systemically important bank |
AIFMD | Alternative Investment Fund Managers Directive | HQLA(1)
| High-quality liquid assets |
AIRB(1)
| Advanced Internal Ratings-Based Approach | HTM | Held-to-maturity |
ALLL | Allowance for loan and lease losses | IDI | Insured depository institutionLow income housing tax credits |
| AML | Anti-money laundering | IFDS U.K.LDA model | International Financial Data Services Limited U.K.Loss distribution approach model |
| AOCI | Accumulated other comprehensive income (loss) | ISDALIBOR | International Swaps and Derivatives AssociationLondon Interbank Offered Rate |
| ASU | Accounting Standards Update | LCR(1)
LTD | Liquidity coverage ratioLong-term debt |
AUCAAUC/A | Assets under custody andand/or administration | LDA modelMBS | Loss distribution approach modelMortgage-backed securities |
| AUM | Assets under management | LTD | Long term debt |
BCBS | Basel Committee on Banking Supervision | MBS | Mortgage-backed securities |
BCRC | Business Conduct Risk Committee | MiFID | Markets in Financial Instruments Directive |
BFDS | Boston Financial Data Services, Inc. | MiFID II | Markets in Financial Instruments Directive II |
Board | Board of Directors | MiFIR | Markets in Financial Instruments Regulation |
bps | Basis points | MRAC | Management Risk and Capital Committee |
BRRDBCRC | Bank Recovery and Resolution DirectiveBusiness Conduct Risk Committee | MRC | Model Risk Committee |
| bps | Basis points | MRM | Model Risk Management |
| CAP | Capital adequacy process | MVG | Model Validation Group |
| CCAR | Comprehensive Capital Analysis and Review | NII | Net interest income |
CDCRD | Certificates of depositCharles River Development | NIM | Net interest margin |
CET1(1) | Common equity tier 1 | NSFR(1)
NOL | Net stable funding ratioOperating Loss |
| CFTC | Commodity Futures Trading Commission | NYSENSFR(1) | New York Stock ExchangeNet stable funding ratio |
| CIS | Corporate Information Security | OCCORM | Office of the Comptroller of the Currency |
CLO | Collateralized loan obligations | OCI | Other comprehensive income (loss) |
CMO | Collateralized mortgage obligations | OCIO | Outsourced Chief Investment OfficerOperational risk management |
| COSO | Committee of Sponsoring Organizations of the Treadway Commission | OFACOTC | Office of Foreign Assets ControlOver-the-counter |
CRECRO | Commercial real estateChief Risk Officer | ORMOTTI | Operational risk managementOther-than-temporary-impairment |
| CRPC | Credit Risk & Policy Committee | OTCPCA | Over-the-counterPrompt corrective action |
| CVA | Credit valuation adjustment | OTTIPCAOB | Other-than-temporary-impairment |
DIF | Deposit Insurance Fund | ParentPublic Company | State Street Corporation |
Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | PCA | Prompt corrective action Accounting Oversight Board |
| DOJ | Department of Justice | PD(1) | Probability-of-default |
| DOL | Department of Labor | PUAP&L | Purchase undertaking agreementProfit-and-loss |
| E&A Committee | Examining and Audit Committee | P&L | Profit-and-loss |
EAD(1)
| Exposure-at-default | RC | Risk Committee |
| ECB | European Central Bank | RCSA | Risk and control self-assessment |
ECC | Executive Compensation Committee | ROE | Return on average common equity |
EMIR | European Market Infrastructure Resolution | RWA(1) | Risk-weighted assetsasset |
EPSEGRRCPA | Earnings per shareEconomic Growth, Regulatory Relief, and Consumer Protection Act | SCB | Stress Capital Buffer |
| EMEA | Europe, Middle East, and Africa | SEC | Securities and Exchange Commission |
ERISAEPS | Employee Retirement Income Security ActEarnings per share | SERPSIFI | Supplemental executive retirement plansSystemically important financial institutions |
| ERM | Enterprise Risk Management | SIFISLB | Systemically Important Financial InstitutionStress Leverage Buffer |
| eSLR | Enhanced supplementary leverage ratio | SLR(1) | Supplementary leverage ratio |
| ETF | Exchange-Traded Fund | SLR(1)
SOX | Supplementary leverage ratioSarbanes-Oxley Act of 2002 |
| EVE | Economic value of equity | SOXSPDR | Sarbanes-Oxley Act of 2002Spider; Standard and Poor's depository receipt |
FASBFDIC | Financial Accounting Standards BoardFederal Deposit Insurance Corporation | SPOE Strategy | Single Point of Entry Strategy |
FCA | Financial Conduct Authority | SSGA | State Street Global Advisors |
FDIC | Federal Deposit Insurance Corporation | SSGA FM | State Street Global Advisors Funds Management, Inc. |
Federal Reserve | Board of Governors of the Federal Reserve System | SSGA Ltd. | State Street Global Advisors Limited |
| FFELP | Federal Family Education Loan Program | SSIF | State Street Intermediate Funding, LLC |
| FHLB | Federal Home Loan Bank of Boston | State Street BankTCJA | State Street BankTax Cuts and Trust CompanyJobs Act |
FRBBFICC | Federal Reserve Bank of BostonFixed Income Clearing Corporation | TLAC(1) | Total loss-absorbing capacity |
FSBFTE | Financial Stability BoardFully taxable-equivalent | TMRC | Trading and Markets Risk Committee |
| FSOC | Financial Stability Oversight Council | TOPS | Technology and Operations Committee |
| FX | Foreign exchange | TORC | Technology and Operational Risk Committee |
FXGAAP | Foreign exchangeGenerally accepted accounting principles | UCITS | Undertakings for Collective Investments in Transferable Securities |
GDPRGCR | General Data Protection RegulationGlobal credit review | UOM | Unit of measure |
GAAPG-SIB | Generally accepted accounting principlesGlobal systemically important bank | VaR | Value-at-Risk |
GCRHQLA(1) | Global credit reviewHigh-quality liquid assets | VIE | Variable interest entity |
| HRC | Human Resources Committee | WD | Withdrawn |
| HTM | Held-to-maturity | | |
State Street Corporation | 188178
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| GLOSSARY |
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Asset-backed securities: A financial security backed by collateralized assets, other than real estate or mortgage backed securities.
Assets under custody andand/or administration:Assets that we hold directly or indirectly on behalf of clients under a safekeeping or custody arrangement or for which we provide administrative services for clients. To the extent that we provide more than one AUCAAUC/A service (including back and middle office services) for a client’s assets, the value of the asset is only counted once in the total amount of AUCA.
AUC/A.
Assets under management: The total market value of client assets for which we provide investment management strategy services, advisory services and/or distribution services generating management fees based on a percentage of the assets’ market values. These client assets are not included on our balance sheet.
Assets under management include managed assets lost but not liquidated. Lost business occurs from time to time and it is difficult to predict the timing of client behavior in transitioning these assets as the timing can vary significantly.
Beacon: A multi-year program, announced in October 2015, to create cost efficiencies through changes in our operational processes and to further digitize our processes and interfaces with our clients.
Certificates of deposit: A savings certificate with a fixed maturity date, specified fixed interest rate and can be issued in any denomination aside from minimum investment requirements. A CD restricts access to the funds until the maturity date of the investment.
Collateralized loan obligations:A security backed by a pool of debt, primarily senior secured leveraged loans. CLOs are similar to collateralized mortgage obligations, except for the different type of underlying loan. With a CLO, the investor receives scheduled debt payments from the underlying loans, assuming most of the risk in the event borrowers default, but is offered greater diversity and the potential for higher-than-average returns.
Commercial real estate: Property intended to generate profit from capital gains or rental income. Our CRE loans are primarily composedterm loans secured by commercial and multifamily properties. We seek CRE loans with strong competitive positions in major domestic markets, stable cash flows, modest leverage and experienced institutional ownership.
Deposit beta: A measure of loans acquired in 2008 pursuanthow much of an interest rate increase is expected to indemnified repurchase agreements with an affiliate of Lehman Brothers.
be passed on to client interest-bearing accounts, on average.
Depot bank: A German term, specified by the country's law on investment companies, which essentially corresponds to 'custodian'.
Doubtful:Loans Doubtful loans and leases meet the same definition of substandard loans and leases (i.e., well-defined weaknesses that jeopardize repayment with the possibility that we will sustain some loss) with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable.
Economic value of equity: Long-term interest rate risk A measure designed to estimate the fair value of assets, liabilities and off-balance sheet instruments based on a discounted cash flow model.
Exchange-Traded Fund:A type of exchange-traded investment product that offer investors a way to pool their money in a fund that makes investments in stocks, bonds, or other assets and, in return, to receive an interest in that investment pool. ETF shares are traded on a national stock exchange and at market prices that may or may not be the same as the net asset value.
Exposure-at-default: A parametermeasure used in the calculation of regulatory capital under Basel III. It can be defined as the expected amount of loss a bank may be exposed to upon default of an obligor.
Global systemically important bank:A financial institution whose distress or disorderly failure, because of its size, complexity and systemic interconnectedness, would cause significant disruption to the wider financial system and economic activity, which will be subject to additional capital requirements.
Held-to-maturity investment securities: We classify investments in debt securities as held-to-maturity only if we have the positive intent and ability to hold those securities to maturity. Investments in debt securities classified as held-to-maturity are measured subsequently at amortized cost in the statement of financial position.
| High-quality liquid assets: Cash or assets that can be converted into cash at little or no loss of value in private markets and are considered unencumbered. | Investment-grade: Loans
Investment grade: A rating of loans and leases that consist ofto counterparties with strong credit quality and low expected credit risk and probability of default. Ratings applyIt applies to counterparties with a strong capacity to support the timely repayment of any financial commitment.
Liquidity coverage ratio: The ratio of encumbered high-quality liquid assets divided by expected total net cash outflows over a 30-day stress period. A Basel III framework requirement for banks and bank holding companies to measure liquidity. Itliquidity, it is designed to ensure that certain banking institutions, including us, maintain a minimum amount of unencumbered HQLA sufficient to withstand the net cash outflow under a hypothetical standardized acute liquidity stress scenario for a 30-day stress period. The ratio of our encumbered high-quality liquid assets divided by our total net cash outflows over a 30-day stress period.
Net asset value: The amount of net assets attributable to each share of capital stock (other than senior securities, such as, preferred stock) outstanding at the closeshare/unit of the period.
fund at a specific date or time.
Net stable funding ratio: The ratio of the amount of available stable funding relative to the amount of required stable funding. This ratio should be equal to at least 100% on an ongoing basis.
Other-than-temporary-impairment: Impairment charge taken on a security whose fair value has fallen below its carrying value on balance sheet and its value is not expected to recover through the holding period of the security.
Probability-of-default: An internal risk rating that indicates
Probability of default: A measure of the likelihood that a credit obligor will enter into default status.
Qualified financial contracts:Securities contracts, commodity contracts, forward contracts, repurchase agreements, swap agreements and any other contract determined by the FDIC to be a qualified financial contract.
Risk-weighted assets: A measurement used to quantify risk inherent in our on and off-balance sheet assets by adjusting the asset value for risk. RWA is used in the calculation of our risk-based capital ratios.
Special mention: Loans and leases that consist of counterparties with potential weaknesses that, if uncorrected, may result in deterioration of repayment prospects.
Speculative: Loans and leases that consist of counterparties that face ongoing uncertainties or exposure to business, financial, or economic downturns. However, these counterparties may have financial flexibility or access to financial alternatives, which allow for financial commitments to be met.
Substandard: Loans and leases that consist of counterparties with well-defined weakness that jeopardizes repayment with the possibility we will sustain some loss.
Supplementary leverage ratio: The ratio of our tier 1 capital to our total leverage exposure, which measures our capital adequacy relative to our on and off-balance sheet assets.
Total loss-absorbing capacity: The sum of our tier 1 regulatory capital plus eligible external long-term debt issued by us.
Value-at-Risk: Statistical model used to measure the potential loss in value of a portfolio that could occur in normal markets condition, over a defined holding period, within a certain confidence level.
Variable interest entity: An entity that: (1) lacks enough equity investment at risk to permit the entity to finance its activities without additional financial support from other parties; (2) has equity owners that lack the right to make significant decisions affecting the entity’s operations; and/or (3) has equity owners that do not have an obligation to absorb or the right to receive the entity’s losses or return.
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State Street Corporation | 189179
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES; CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
PROCEDURES
State Street has established and maintains disclosure controls and procedures that are designed to ensure that material information related to State Street and its subsidiaries on a consolidated basis required to be disclosed in its reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to State Street's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. For the quarteryear ended December 31, 2017,2019, State Street's management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of State Street's disclosure controls and procedures. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that State Street's disclosure controls and procedures were effective as of December 31, 2017.
2019.
State Street has also established and maintains internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in conformity with U.S. GAAP. In the ordinary course of business, State Street routinely enhances its internal controls and procedures for financial reporting by either upgrading its current systems or implementing new systems. Changes have been made and may be made to State Street's internal controls and procedures for financial reporting as a result of these efforts. During the quarter ended December 31, 2017,2019, no change occurred in State Street's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, State Street's internal control over financial reporting.
State Street Corporation | 190180
INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s Report on Internal Control Over Financial Reporting
The management of State Street is responsible for the preparation and fair presentation of the financial statements and other financial information contained in this Form 10-K. Management is also responsible for establishing and maintaining adequate internal control over financial reporting. Management has
State Street’s internal control over financial reporting is a process designed business processes and internal controls and has also established and is responsible for maintaining a business culture that fosters financial integrity and accurate reporting. To these ends, management maintains a comprehensive system of internal controls intended to provide reasonable assurancesassurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. State Street in conformity with U.S. GAAP. State Street's accounting policies andStreet’s internal control over financial reporting establishedincludes those policies and maintained by management, are underprocedures that (i) pertain to the general oversightmaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of State Street's BoardStreet; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Directors, includingfinancial statements in accordance with accounting principles generally accepted in the Board's ExaminingUnited States of America, and Audit Committee.
Management has made a comprehensive review, evaluationthat receipts and assessmentexpenditures of State Street'sStreet are being made only in accordance with authorizations of management and directors of State Street; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of State Street’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.
Management assessed the effectiveness of State Street’s internal control over financial reporting as of December 31, 2017. The standard measures adopted by management in making its evaluation are2019 based on the measures in the Internal Control - Integrated Framework issuedframework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”)in Internal Control - Integrated Framework (2013).
Based on its review and evaluation,that assessment, management concluded that, as of December 31, 2019, State Street'sStreet’s internal control over financial reporting was effective asis effective.
The effectiveness of December 31, 2017, and that State Street'sStreet’s internal control over financial reporting as of that date had no material weaknesses.
December 31, 2019 has been audited by Ernst & Young LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements containedas stated in this Form 10-K, has issued its written attestationtheir accompanying report, on its assessment of State Street's internal control over financial reporting, which follows this report.
State Street Corporation | 191181
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
State Street Corporation
Opinion on Internal Control over Financial Reporting
We have audited State Street Corporation’s (the “Corporation”) internal control over financial reporting as of December 31, 2017,2019, based on criteria established in Internal Control - IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the 20172019 consolidated financial statements ofthe Corporation and our report dated February 26, 201820, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Corporation'sCorporation’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 Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
Definition and Limitations of Internal Control Over Financial Reporting
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.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 26, 201820, 2020
State Street Corporation | 192182
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning our directors will appear in our Proxy Statement for the 20182020 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A on or before April 30, 2018,29, 2020, referred to as the 20182020 Proxy Statement, under the caption "Election of Directors." Information concerning compliance with Section 16(a) of the Exchange Act, if required, will appear in our 20182020 Proxy Statement under the caption "Section"Delinquent Section 16(a) Beneficial Ownership Reporting Compliance.Reports." Information concerning our Code of Ethics for Senior Financial Officers and our Examining and Audit Committee will appear in our 20182020 Proxy Statement under the caption "Corporate Governance at State Street." Such information is incorporated herein by reference.
Information about our executive officers is included under Part I.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item will appear in our 20182020 Proxy Statement under the captioncaptions "Executive Compensation" and "Non-Employee Director Compensation." Such information is incorporated herein by reference.
State Street Corporation | 193
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning security ownership of certain beneficial owners and management will appear in our 20182020 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” Such information is incorporated herein by reference.
RELATED STOCKHOLDER MATTERS
The following table presents the number of outstanding common stock awards, options, warrants and rights granted by State Street to participants in our equity compensation plans, as well as the number of securities available for future issuance under these plans, as of December 31, 2017.2019. The table provides this information separately for equity compensation plans that have and have not been approved by shareholders. Shares presented in the table and in the footnotes following the table are stated in thousands of shares.
| | | (Shares in thousands) | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | (b) Weighted-average exercise price of outstanding options, warrants and rights(1) | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | (b) Weighted-average exercise price of outstanding options, warrants and rights(1) | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| Plan category: | | | | | | | | | | |
| Equity compensation plans approved by shareholders | 8,396 |
| (2) | $ | — |
| | 25,884 |
| 7,973 |
| (2) | $ | — |
| | 21,343 |
|
| Equity compensation plans not approved by shareholders | 24 |
| (3) | — |
| | — |
| 18 |
| (3) | — |
| | — |
|
| Total | 8,420 |
| |
|
| | 25,884 |
| 7,991 |
| | — |
| | 21,343 |
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(1) Excludes deferred stock awards and performance awards for which there is no exercise price.
(2) Consists of 6,8485,834 thousand shares subject to deferred stock awards, zero shares subject to stock options, zero stock appreciation rights and 1,5482,139 thousand shares subject to performance awards (assuming payout at 100% for all awards, including awards for which performance is uncertain).
(3) Consists of shares subject to deferred stock awards.
Individual directors who are not our employees have received stock awards and cash retainers, both of which may be deferred. Directors may elect to receive shares of our common stock in place of cash. If payment is in the form of common stock, the number of shares is determined by dividing the approved cash amount by the closing price on the date of the annual shareholders' meeting or date of grant, if different. All deferred shares, whether stock awards or common stock received in place of cash retainers, are increased to reflect dividends paid on the common stock and, for certain directors, may include share amounts in respect of an accrual under a terminated retirement plan.
State Street Corporation | 183
Pursuant to State Street’s Deferred Compensation Plan for Directors, non-employee directors may elect to defer 50%the receipt of 0% or 100% of their (1) retainers, (2) meeting fees or (3) annual equity grant award. Non-employee directors also may elect to receive their retainers in cash or shares of common stock. Non-employee directors who elect to defer the cash payment of their retainers or meeting fees may choose from four notional investment fund returns for such deferred cash. Deferrals of common stock awards until aare adjusted to reflect the hypothetical reinvestment in additional shares of common stock for any dividends or distributions on State Street common stock. Deferred amounts will be paid (a) as elected by the non-employee director, on either the date that they specify, usually afterof their termination of service on the Board. The deferral may also be paidBoard or on the earlier of such termination and a future date specified, and (b) in the form elected by the non-employee director as either a lump sum or in installments over a two- to ten-yearfive-year period.
Stock awards totaling 243,567241,205 shares of common stock were outstanding as of December 31, 2017;2019; awards made through June 30, 2003, totaling 23,60618,324 shares outstanding as of December 31, 2017,2019, have not been approved by shareholders. There are no other equity compensation plans under which our equity securities are authorized for issuance that have been adopted without shareholder approval. Awards of stock made or retainer shares paid to individual directors after June 30, 2003 have been or will be made under our 1997, 2006 or 20062017 Equity Incentive Plan, both of which were approved by shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and related transactions and director independence will appear in our 20182020 Proxy Statement under the caption “Corporate Governance at State Street.” Such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information concerning principal accounting fees and services and the Examining and Audit Committee's pre-approval policies and procedures will appear in our 20182020 Proxy Statement under the caption “Examining and Audit Committee Matters.” Such information is incorporated herein by reference.
State Street Corporation | 194
PART IV. OTHER INFORMATION
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(A)(1) FINANCIAL STATEMENTS
The following consolidated financial statements of State Street are included in Item 8 hereof:
Report of Independent Registered Public Accounting Firm
Consolidated Statement of Income - Years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated Statement of Comprehensive Income - Years ended December 31, 2017, 20162019, 2018 and 20152017
Consolidated Statement of Condition - As of December 31, 20172019 and 20162018
Consolidated Statement of Changes in Shareholders' Equity - Years ended December 31, 2017, 20162019, 2018 and
20152017
Consolidated Statement of Cash Flows - Years ended December 31, 2017, 20162019, 2018 and 20152017
Notes to Consolidated Financial Statements
(A)(2) FINANCIAL STATEMENT SCHEDULES
Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or the information was contained elsewhere herein.
(A)(3) EXHIBITS
The exhibits listed in the Exhibit Index preceding the signature page ofin this Form 10-K are filed herewith or are incorporated herein by reference to other SEC filings.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
State Street Corporation | 195184
EXHIBIT INDEX
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| | | | (Note: None of the instruments defining the rights of holders of State Street’s outstanding long-term debt are in respect of indebtedness in excess of 10% of the total assets of State Street and its subsidiaries on a consolidated basis. State Street hereby agrees to furnish to the SEC upon request a copy of any other instrument with respect to long-term debt of State Street and its subsidiaries.) |
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* | 101.INS | | The instance document does not appear in the interactive data file because its XBRL Instance Documenttags are embedded within the inline XBRL document |
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| * | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
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| * | 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase Document |
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| * | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| * | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and included within the Exhibit 101 attachments) |
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| † | | Denotes management contract or compensatory plan or arrangement |
| * | | Submitted electronically herewith |
Attached as Exhibit 101 to this report are the following formatted in XBRL (ExtensibleiXBRL (Inline Extensible Business Reporting Language): (i) consolidated statement of income for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, (ii) consolidated statement of comprehensive income for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, (iii) consolidated statement of condition as of December 31, 20172019 and December 31, 2016,2018, (iv) consolidated statement of changes in shareholders' equity for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, (v) consolidated statement of cash flows for the years ended December 31, 2017, 20162019, 2018 and 2015,2017, and (vi) notes to consolidated financial statements.
State Street Corporation | 198187
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, on February 26, 2018,20, 2020, hereunto duly authorized.
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| | STATE STREET CORPORATION |
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| | By | /s/ ERIC W. ABOAF |
| | | ERIC W. ABOAF, |
| | | Executive Vice President and Chief Financial Officer |
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| | By | /s/ ELIZABETH M. SCHAEFERIAN W. APPLEYARD |
| | | ELIZABETH M. SCHAEFER,IAN W. APPLEYARD, |
| | | SeniorExecutive Vice President, DeputyGlobal Controller and Chief Accounting Officer (Interim) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 26, 201820, 2020 by the following persons on behalf of the registrant and in the capacities indicated.
OFFICERS:
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/s/ JOSEPH L. HOOLEYRONALD P. O'HANLEY | | | /s/ ERIC W. ABOAF |
JOSEPH L. HOOLEY,RONALD P. O'HANLEY, | | | ERIC W. ABOAF, |
| Chairman, President and Chief Executive Officer | | | Executive Vice President and Chief Financial Officer |
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| | | | /s/ ELIZABETH M. SCHAEFERIAN W. APPLEYARD |
| | | | ELIZABETH M. SCHAEFER,IAN W. APPLEYARD, |
| | | | SeniorExecutive Vice President, DeputyGlobal Controller and Chief Accounting Officer (Interim) |
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/s/ JOSEPH L. HOOLEYKENNETT F. BURNES
| | | /s/ KENNETT F. BURNES
RONALD P. O'HANLEY |
JOSEPH L. HOOLEYKENNETT F. BURNES | | | KENNETT F. BURNESRONALD P. O'HANLEY |
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/s/ PATRICKde SAINT-AIGNANMARIE A. CHANDOHA | | | /s/ LINDA A. HILLSARA MATHEW |
PATRICK de SAINT-AIGNANMARIE A. CHANDOHA | | | LINDA A. HILLSARA MATHEW |
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/s/ LYNN A. DUGLEPATRICKde SAINT-AIGNAN | | | /s/ WILLIAM L. MEANEY |
| PATRICK de SAINT-AIGNAN | | | WILLIAM L. MEANEY |
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/s/ LYNN A. DUGLE | | | /s/ SEAN O'SULLIVAN |
| LYNN A. DUGLE | | | SEAN O'SULLIVAN |
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/s/ AMELIA C. FAWCETT | | | /s/ RICHARD P. SERGEL |
| AMELIA C. FAWCETT | | | RICHARD P. SERGEL |
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/s/ WILLIAM C. FREDA | | | /s/ GREGORY L. SUMME |
| WILLIAM C. FREDA | | | GREGORY L. SUMME |
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State Street Corporation | 199188